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FRANCHISEE
<br />New Cingular Wireless PCS, LLC
<br />Attn: Network Real Estate Administration
<br />Re: Cell Site #: Tukwila Small Cells (WA)
<br />575 Morosgo Drive NE
<br />Atlanta, GA 30324
<br />With a copy to:
<br />New Cingular Wireless PCS, LLC
<br />Attn: AT&T Legal Dept — Network Operations
<br />Re: Cell Site #: Tukwila Small Cells (WA)
<br />208 S. Akard Street
<br />Dallas, TX 75202-4206
<br />Section 13. Indemnification.
<br />A. Franchisee shall use reasonable and appropriate precautions to avoid damage
<br />to persons or property in the construction, installation, repair, operation, and maintenance
<br />of its structures and Facilities within the Franchise Area. Franchisee shall release,
<br />indemnify, defend, and hold the City, its agents, employees, officers, officials, and
<br />volunteers harmless from all claims, actions, losses, or damages, including reasonable
<br />attorneys' and expert witness fees, which may accrue to or be suffered by any person or
<br />persons, corporation, or property to the extent caused in part or in whole by any act or
<br />omission of Franchisee, its officers, agents, servants, or employees, carried on in the
<br />furtherance of the rights, benefits, and privileges granted to Franchisee by this Franchise.
<br />In the event any claim or demand is presented to or filed with the City that gives rise to
<br />Franchisee's obligation pursuant to this section, the City shall within a reasonable time
<br />notify Franchisee thereof and Franchisee shall have a right, at its election, to settle or
<br />compromise such claim or demand. In the event any claim or action is commenced in
<br />which the City is named a party, and which suit or action is based on a claim or demand
<br />which gives rise to Franchisee's obligation pursuant to this section, the City shall promptly
<br />notify Franchisee thereof, and Franchisee shall, at its sole cost and expense, defend such
<br />suit or action by attorneys of its own election. In defense of such suit or action, Franchisee
<br />may, at its election and at its sole cost and expense, settle or compromise such suit or
<br />action. This section shall not be construed to require Franchisee to:
<br />1. protect and save the City harmless from any claims, actions or damages;
<br />2. settle or compromise any claim, demand, suit or action;
<br />3. appear in or defend any suit or action; or,
<br />4. pay any judgment or reimburse the City's costs and expenses (including
<br />reasonable attorney's fees), to the extent such claim arises out of the negligence or
<br />intentional acts of the City, its employees, agents or independent contractors.
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