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2. Damage to Light Poles. The City shall be solely responsible for any and all
<br />damage to the Light Poles which is caused by or in any way related to the Flags, Flag Work, or
<br />the City's use of the Light Poles. For purposes of this Agreement, "damage" shall include,
<br />without limitation, any and all scrapes or scratches to any Light Pole, the undermining of the
<br />structural integrity of any Light Pole, the partial or complete collapse of any Light Pole, or any
<br />other damage or destruction to the Light Pole (regardless of whether any of the foregoing occurs
<br />or is discovered during or after the Flag Display Period). If Connexus determines in its sole and
<br />reasonable judgment that any there has been any damage to any Light Pole which is caused by or
<br />in any way related to the Flags, Flag Work, or the City's use of said Light Poles, Connexus may
<br />elect, in its sole discretion, either of the following options: (i) Connexus may require the City to
<br />repair said Light Pole to its pre -damage condition within seven (7) days of the City's receipt of
<br />notice from Connexus electing this option; or (ii) Connexus may repair said Light Pole to its pre -
<br />damage condition, and the City shall reimburse Connexus for all labor and materials provided by
<br />Connexus on a time and material basis. In the event Connexus elects option (ii) above, the labor
<br />and materials provided by Connexus shall not be considered Included Services, and Connexus
<br />shall be reimbursed on a time and material basis which shall be in addition to any payment by or
<br />obligation of the City related to the Included Services.
<br />3. Indemnification and Hold Harmless. The City shall be solely responsible for
<br />the Flags, the Flag Work, and its use of the Light Poles and shall, to the extent allowed by law,
<br />indemnify Connexus, along with its directors, officers, employees, agents, contractors, insurers,
<br />successors and assigns (hereinafter collectively referred to as "Indemnified Parties") against,
<br />shall hold the Indemnified Parties harmless from, and shall reimburse the Indemnified Parties for
<br />any loss, damage, cost, expense (including reasonable attorneys' fees), claim, or liability directly
<br />or indirectly arising out of or in any way related to (i) the Flags; (ii) the Flag Work; or (iii) the
<br />City's use of the Light Poles. Without limiting the generality of the foregoing, the City's
<br />obligations under this Paragraph 3 shall extend to the following: (a) any damage to any Light
<br />Pole requiring painting, repair, restoration, or any other maintenance which is directly or
<br />indirectly caused by or in any way related to the Flags, the Flag Work, or the City's use of said
<br />Light Pole (regardless of whether said damage occurs or is discovered during or after the Flag
<br />Display Period); (b) any damage to or undermining of the structural integrity of any Light Pole
<br />which is directly or indirectly caused by or in any way related to the Flags, the Flag Work, or the
<br />City's use of said Light Pole (regardless of whether such damage to or undermining of the
<br />structural integrity of the Light Pole occurs or is discovered during or after the Flag Display
<br />Period); and (c) any personal injury or property damage caused by or in any way related to the
<br />Flags, the Flag Work, or the City's use of the Flag Poles (regardless of whether such personal
<br />injury or property damage occurs or is discovered during or after the Flag Display Period).
<br />4. Successors and Assigns. This Agreement shall be binding upon the City and its
<br />successors and assigns, and shall inure to the benefit of and shall be enforceable by Indemnified
<br />Parties, their successors and assigns. The City may not assign this Agreement without
<br />Connexus' written consent. In the event of any assignment, the City shall remain liable for all of
<br />its obligations under the Agreement and, furthermore, the assignee or successor to the City shall
<br />at all times comply with all of the obligations of City hereunder.
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