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City's standard rates. Upon the receipt of a demand for payment by the
<br /> City, Metricom shall promptly reimburse the City for such costs.
<br /> 6 INDEMNIFICATION AND WAIVER. Metricom agrees to indemnify, defend, protect, and
<br /> hold harmless the City, its council members, officers, and employees from and against
<br /> any and all claims, demands, losses, damages, liabilities, fines, charges, penalties,
<br /> administrative and judicial proceedings and orders, judgements, and all costs and
<br /> expenses incurred in connection therewith, including reasonable attorney's fees and
<br /> costs of defense (collectively, the "Losses") directly or proximately resulting from
<br /> Metricom's activities undertaken pursuant to this Use Agreement, except to the 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 the allegations allege (a) independent negligence on the
<br /> part of the City, its officers and employees or (b) a wrongful act or omission on the part
<br /> of the City or its officers or employees. 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 the City's or its officers or employees' negligence or otherwise wrongful act
<br /> or omission in issuing a permit to Metricom or approving this Use Agreement, or in
<br /> failing to properly or adequately inspect or enforce compliance with 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 the City on account of any loss,
<br /> damage, or injury to any Radio or any loss or degradation of the 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 exercise 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 the negligence or willful
<br /> misconduct of City, its employees, agents, or contractors.
<br /> 7 INSURANCE. Metricom shall obtain and 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 than 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 personal injury liability and products-completed operations.
<br /> Right-of-Way Permit and Facility Use Agreement
<br /> City of[Name of Municipality] Metricom,Inc.
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