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notice to Metricom, to perform or cause to be performed such reasonable
<br />and necessary work on behalf of Metricom and to charge Metricom for the
<br />proposed costs, to be. incurred or the actual costs incurred by die City at
<br />City's standard rates. Upon die receipt of a demand for payment by the
<br />City, Metricom shall promptly reimburse the City for such costs.
<br />6 Il^EMNIHCATlON AND WAIVER. Metricom agrees to indemnify, defend, protect, and
<br />hold harmlpsR the.City, it^ rntinHl mpirihprs, officers, and employees from and against
<br />emy and all claims, demands, losses, damages, liabilities, fines, charges, penalties,
<br />administradve and judiciaT proceedings and orders, judgements, and all costs and
<br />expenses incurred in connection dierewidi, including reasonable attome)r's fees and
<br />costs of defense (collectively, the "Losses") directiy or proximately resulting from
<br />Metricom's activities undertaken pursuant to this Use' Agreement except to tiie extent
<br />arising from or caused by the negligence or willful misconduct of the City, its council
<br />members, officers, employees, agents, or contractors. The foregoing notwithstanding,
<br />Metricom shall defend and indemnify the City, and its officers and employees, even in
<br />the case of negligence, unless de allegations allege (a) independent negligence on the
<br />part of die City, its officers and employees or (b) a wrongful act or omission on the part
<br />of the City or-its-officers-or emf^oyeesr Metricom shall also defend and indemnify the
<br />City, its officers and employees, even in the case of negligence, if the allegations are
<br />based on tiie City's or its officers or employees' negligence or odierwise wrongful act
<br />or omis&k»v-kv issuing a-permit to Metricom or-approving this Use Agreement or in
<br />failing to properly or adequately inspect or enforce compliance witfi the terms.
<br />conditions or purpose of any permit issued to Metricom.
<br />6.1 Waiver of Claims. Metricom waives any and all claims, demands, causes
<br />of action, and- rights-it may assert against die City on account of any loss,
<br />damage, or injury to any Radio or any loss or degradation of die Services
<br />as a result of any event or occurrence which is beyond the reasonable
<br />control of the City or on account of City's exetdse of its regulatory or
<br />police powers.
<br />6.2 Limitation of City's Liability. The City shall be liable only for the cost of
<br />repair to damaged Radios arising from ttie negligence or willful
<br />misconduct of City, its employees, agents, or contractors.
<br />7 Insurance .- Metdcom-shalLobtainaiul maintain at all times during the term of this
<br />Use Agreement Commercial General Liability insurance and Commercial Automobile
<br />Liability insurance protecting Metricom in an amount not less dian One Million Dollars
<br />($1,000,000) per occurrence (combined single limit), including bodily injury and
<br />property damage, and in an amount not less than One Million Dollars ($1,000,000)
<br />annual aggregate for each personatinjury liability and products-completed operations.
<br />Ri^ht-cf-Way Permit and Faality Use Agreement
<br />Qty cf Orono :: Metricottu Inc.
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