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Docusign Envelope ID: 630D402A-480E-441F-B23E-642A498E5ED5
<br />and with counsel reasonably acceptable to CITY) and hold harmless CITY, its officers, employees,
<br />elected and appointed officials, volunteers and agents and any successors to CITY's interest (collectively,
<br />"Indemnified City Parties") from and against any and all claims, demands, losses, damages, liabilities,
<br />fines; penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions
<br />of any kind, and all costs and cleanup actions of any kind, all costs and expenses incurred in connections
<br />therewith, including, without limitation, reasonable attorney's fees and costs of defense (collectively, the
<br />"Losses") arising out of ENCROACHER's activities, services or Network Facilities described in this
<br />Agreement and/or the installation, construction, operation, maintenance, removal and/or repair of the
<br />improvements and equipment thereto. However, ENCROACHER shall not indemnify the CITY or
<br />Indemnified City Parties for Losses arising from the CITY's or Indemnified City Parties' gross negligence
<br />or willful misconduct. CITY shall not be responsible for any Losses occurring by reason of anything done
<br />or omitted to be done by CITY, except for acts which constitute the CITY's gross negligence or willful
<br />misconduct, or by any third party, including, without limitation, damages, losses or liability arising from
<br />the issuance by the CITY of a permit or approval to any third party or any interruption in service. The
<br />provisions in this Section 11.1 shall survive this Agreement's revocation, termination or expiration.
<br />11.2 ENCROACHER, for itself and its successors and assigns, hereby waives all claims and
<br />causes of action, whether now existing or hereafter arising, against CITY or Indemnified City Parties for
<br />damages, physical or otherwise, to any of the Network Facilities or services covered by this Agreement
<br />from any cause whatsoever excluding those arising as a result of the CITY's or Indemnified City Parties'
<br />gross negligence or willful misconduct. ENCROACHER expressly acknowledges that CITY is not
<br />responsible or liable to ENCROACHER for any claims that arise in connection with: (1) acts or
<br />omissions by persons or entities using the Public Rights -of -Way or other areas adjoining, adjacent to or
<br />connected with any Public Right -of -Way, provided that such exclusion is not applicable to acts or
<br />omissions by Indemnified City Parties in their official capacity on behalf of the CITY; (2) any utility
<br />service interruption; (3) theft; (4) burst, stopped or leaking water, gas, sewer, steam or other pressurized
<br />pipes; (5) fires, floods, earthquakes or other force majeure; (6) any vehicular collision on or about CITY
<br />property or Public Rights -of -Way, provided that such exclusion is not applicable to acts or omissions by
<br />Indemnified City Parties in their official capacity on behalf of CITY; (7) any costs or expenses incurred in
<br />connection with any relocation, removal or restoration rights or obligations under this Agreement; all
<br />except to the extent such events are directly caused by CITY's or Indemnified City Parties' gross
<br />negligence or willful misconduct. ENCROACHER, expressly waives and releases all claims it may now
<br />or in the future have against CITY, whether known or unknown, whether foreseeable or unforeseeable,
<br />that arise in connection with the events described in this Section 11.2 as may be related to this Agreement,
<br />any Network Facilities or locations on or about the Public Rights -of -Way. Under no circumstances shall
<br />either Party be liable to the other Party or otherwise be responsible for any loss of service downtime, lost
<br />revenue or profits, third -party damages, or punitive, consequential or special damages under any theory of
<br />liability. The provisions in this Section 11.2 shall survive this Agreement's revocation, termination or
<br />expiration.
<br />SECT ---TION 12
<br />INSURANCE
<br />12.1 Types; Amounts. ENCROACHER shall procure and maintain, and shall require its
<br />contractors and subcontractors to procure and maintain, during construction of any Network Facility
<br />pursuant to this Agreement, insurance of the types and in the amounts described below (`Required
<br />Insurance"). The insurance requirements for subcontractors may be satisfied by contractors' insurance
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<br />[SEC=pR OTECTE D]
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