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day written notice to the other Party. During the Term, the City hereby grants the University a right,
<br />and non-exclusive, indefinite license to enter onto and remain upon the Light Poles solely for the
<br />purposes set forth herein.
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<br />4. Compliance. The University, at its expense, shall comply, and cause its contractors to comply, as
<br />applicable, with all laws, orders and regulations of any governmental authorities and with any directive
<br />of any public officer with respect to activities permitted hereunder.
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<br />5. Encumbrances. The University shall not permit or suffer any lien to attach to City property as a
<br />consequence of the exercise of University's rights under this License, and if any such lien arises or
<br />accrues against the Cameras, the University shall immediately effect the removal thereof at no cost or
<br />expense to the City.
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<br />6. Indemnification. The University agrees to indemnify, defend and hold harmless the City, its respective
<br />agents, servants, employees, contractors, affiliates and representatives from any and all liability, loss,
<br />expense, damage, judgment or settlement which they or any of them may suffer, sustain or incur as a
<br />result of any claims, demands, costs, actions, causes of actions, damages or judgments including,
<br />without limitation, reasonable attorneys' fees, asserted against or incurred by or on behalf of the City,
<br />arising out of or resulting from the activities of the University or its contractors on City property relating
<br />to the Cameras. The University's indemnification obligations hereunder do not include (a) any liability,
<br />loss, expense, or damage which is the result of or arises out of the sole negligence of the City, its agents,
<br />servants, employees, trustees, officers, contractors, affiliates or representatives; or (2) to the extent any
<br />liability, loss, expense, or damage is caused by the negligence of another party.
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<br />7. Breach. In the event that the University fails to comply with or perform any one or more of the
<br />covenants, terms and conditions to be complied with or performed by it under this License or is
<br />otherwise in default hereunder, then, and in any such event, the City shall have the right to seek
<br />equitable relief, including, without limitation, specific performance to enforce compliance with and
<br />performance of the covenants, terms and conditions to be complied with or performed by University
<br />hereunder. The City shall notify the University of any failure to comply with any terms or conditions
<br />set forth in this Agreement in writing. Further, if University fails to comply with any obligation
<br />hereunder, the City shall be permitted (but not obligated) to perform such obligation for and on behalf
<br />of University, and University shall immediately reimburse the City for such costs and expenses. The
<br />failure of the City to bring action based upon any breach hereof by University shall not be deemed nor
<br />shall it constitute a waiver of any of the terms, covenants or conditions of this License.
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<br />8. Relationship/Independent Contractor. Both Parties, in the performance of this Agreement, shall act
<br />in their individual capacity and not as agents, employees, partners, joint venturers or associates of one
<br />another. The employees or agents of one Party shall not be deemed or construed to be the employees or
<br />agents of the other Party for any purpose whatsoever.
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<br />9. Assignment. This License may not be assigned, sublicensed or otherwise transferred by the University
<br />without the prior written consent of the City, which may be withheld in the City's sole discretion.
<br />Subject to this paragraph, this License shall inure to the benefit of and be binding upon the successors
<br />and assigns of the parties hereto.
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