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liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes
<br />of action, legal or administrative proceedings, judgments, costs and expenses (including without
<br />limitation reasonable attorneys' fees and court costs) (all of the foregoing, collectively
<br />"Claims ") which directly or indirectly, in whole or in part, are caused by, arise in connection
<br />with, result from, or are alleged to be caused by this License or SL Dark Fiber's (or its agents,
<br />employees, consultants, contractors or subcontractors) failure to comply with all applicable state
<br />and federal laws and regulations relating to the constriction of the Project, including without
<br />limitation, all applicable federal and state labor laws and standards, or in any other manner
<br />arising from or relating to the design, development, constriction, or the operation or maintenance
<br />of the Project, whether such Claim shall be discovered before or after termination of this
<br />License. SL Dark Fiber shall not be required to indemnify the City for any Claim caused in
<br />whole or in part by the gross negligence or willful misconduct of the City (including its
<br />employees, agents and consultants). At its sole discretion, SL Dark Fiber may participate at its
<br />own expense in the defense of any claim, action or proceeding, but such participation shall not
<br />relieve SL Dark Fiber of any obligation imposed by this License. SL Dark Fiber shall notify the
<br />City promptly of any Claims and cooperate fully in its defense. It is further agreed that the City
<br />does not and shall not waive any rights against SL Dark Fiber which it may have by reason of
<br />this Section because of the acceptance by the City of SL Dark Fiber's deposit with City of any of
<br />the insurance policies described in this License. The provisions of this Section 10.1 shall survive
<br />the expiration or earlier termination of this License.
<br />10.2. Release of Claims SL Dark Fiber hereby waives, releases, and discharges
<br />forever the Indemnitees from all present and future Claims arising out of or in any way
<br />connected with entry upon or use of City Property by Licensee or Licensee's agents, employees,
<br />contractors or subcontractors, including without limitation all Claims arising in connection with
<br />any injury to persons or damage to or theft of vehicles, equipment, materials, or any other
<br />personal property, except and to the extent caused solely by the gross negligence or willful
<br />misconduct of any of the Indemnitees. The provisions of this Section shall survive the expiration
<br />or earlier termination of this License.
<br />ARTICLE XI
<br />ENVIRONMENTAL MATTERS
<br />11.1. The City covenants that to the best of its knowledge, there are no Hazardous
<br />Materials present in, on or under the Property. Based on this covenant,_SL Dark Fiber hereby
<br />covenants and agrees that throughout the Initial Term:
<br />(a) The Project, and the use and operation thereof, shall be in compliance with all
<br />Hazardous Materials Laws, and SL Dark Fiber shall not cause or permit the Property or any
<br />portion thereof to be in violation of any Hazardous Materials Laws, as defined below.
<br />(b) SL Dark Fiber shall not permit the Property or any portion thereof to be a site for
<br />the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous
<br />Materials, as defined below, nor shall SL Dark Fiber permit the presence or release of Hazardous
<br />Materials in, on, under, about or from the Property with the exception of materials customarily
<br />used in constriction, operation, use or maintenance of facilities, provided such materials are
<br />used, stored and disposed of in compliance with Hazardous Materials Laws.
<br />1677047x4 15 Lit San Leandro Fiber Optic License
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