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