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owned by Licensee, and upon poles or other above ground facilities owned by Licensee.
<br />2. Whenever the Licensee intends to install new underground conduit or replace
<br />existing underground conduit, Licensee shall provide City and all utilities, cable television
<br />franchisees, authorized Telecommunications Providers, and local exchange carriers authorized to
<br />use the Rights of Way, with sixty (60) days advance written notice in order to permit the additional
<br />contemporaneous installation of conduit by City, and such utilities, cable television franchisees,
<br />authorized Telecommunications Providers, and local exchange carriers. If City desires additional
<br />conduit installed, it will so notify the Licensee and the City shall be responsible for the additional
<br />incremental expense for installing such additional conduit. If a utility, cable television franchisee,
<br />authorized Telecommunications Provider, or local exchange carrier desires additional conduit
<br />installed, it will so notify the Licensee in writing at least ten (10) days prior to the proposed
<br />construction date, and such party requesting the additional conduit shall be responsible for a pro-
<br />rata expense for installing such additional conduit. This section is intended to maximize the
<br />coordination of facilities located within rights of way, and is not intended to govern routine
<br />connections of customers to installed network not involving significant line extension nor other
<br />excavations of limited scope.
<br />3. Notwithstanding anything to the contrary in paragraph 2 of this Article, in order to
<br />minimize disruption to the public and enable use of the public rights of way for public purposes,
<br />in connection with any installation of underground conduit by Licensee, City may request Licensee
<br />to install one additional conduit for exclusive use by City for public and municipal purposes. In
<br />any such case, Licensee shall install the conduit as requested and the City shall reimburse Licensee
<br />only for the cost of the conduit and associated handholes and pull boxes for the conduit, and for
<br />the additional incremental expense for installing such additional conduit, handholes and pullboxes.
<br />ARTICLE X - INDEMNIFICATION
<br />1. Licensee shall install, construct, maintain and operate its telecommunications
<br />system in a safe manner providing reasonable protection against injury or damage to any and all
<br />persons or property. Licensee specifically agrees to indemnify, defend and hold City harmless
<br />from all claims, costs, demands, suits, reasonable expert witness and attorneys' fees, court costs,
<br />and other reasonable costs of defense and judgments to the extent the same arise from, in whole
<br />or in part, Licensee's negligent acts or omissions of failure to comply with the provisions of this
<br />License Agreement, and from all damages or penalties to the extent arising out of the installation,
<br />construction, operation, or maintenance of Licensee's telecommunications system, whether or not
<br />any act or omission complained of is authorized, allowed, or prohibited by this License Agreement,
<br />except to the extent such damages or penalties result from the intentional or willful and wanton
<br />misconduct of the City. City shall not be liable for, and Licensee shall indemnify, defend and hold
<br />the City harmless from all costs, damages and claims to the extent arising from or relating to delay
<br />by Licensee in performing its obligations hereunder, for any cause whatsoever, except for the
<br />intentional or willful and wanton misconduct of the City, other users of the Rights of Way, or a
<br />force majeure event. Licensee shall have sole control over the defense, investigation and
<br />settlement of any such claims, however, Licensee shall not enter into any compromise or
<br />settlement which imposes any obligation or liability on the City without the prior written consent
<br />of the City. In the event Licensee fails to timely assume the defense of any such claim which has
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