|
Section 10. Indemnification. To the extent permitted by law, if at all, and without
<br />intending to waive its sovereign immunity, the Authority agrees to indemnify and hold harmless
<br />the City, its officers, employees and agents from and against all claims, demands, losses, damages,
<br />liabilities, fines, and penalties, and all costs and expenses incurred in connection therewith,
<br />including, without limitation, reasonable attorney's fees and costs of defense (collectively, the
<br />losses), incurred as a result of any claim, allegation or demand by any third party based on or
<br />arising out of any breach by the Authority of the terms and conditions of this Agreement, except
<br />to the extent any such losses are proximately caused by the negligence or willful misconduct of
<br />the City of Portsmouth, its officers, employees and agents. In addition, the Authority shall
<br />protect, indemnify, and hold harmless the City, its officers, agents, and employees, from any and
<br />all demands by any third party for fees, claims, suits, actions, causes of action, or judgments based
<br />on the allegation that (i) any communications facilties which the Authority constructs, installs or
<br />operates on or in any of the City's public rights -of -way or public streets, or (ii) any
<br />communications services provided by the Authority through the use of any such
<br />communications facilities, infringe or violate of any patent, trade secret, copyright or other
<br />intellectual property right of such third party, except to the extent proximately caused by the
<br />negligence or willful misconduct of the City of Portsmouth, its officers, employees or agents.
<br />Section 11. Hazardous Substances. In its performance of this Agreement, the Authority
<br />shall not transport, dispose of or release any Hazardous Substance, except as necessary in
<br />performance of its work under this Agreement, and in any event the Authority shall comply with
<br />all federal, state, and local laws, rules, regulations, and ordinances controlling air, water, noise,
<br />solid wastes, and other pollution, and relating to the storage, transport, release, or disposal of
<br />hazardous material, substances or waste. Regardless of the City's acquiescence, to the extent
<br />permitted by law, if at all, the Authority shall indemnify and hold the City, its officers, agents,
<br />employees and volunteers harmless from all costs, claims, damages, causes of action, liabilities,
<br />fines or penalties, including reasonable attorney's fees, resulting from Authority's violation of this
<br />section and agrees to reimburse City for all costs and expenses incurred by the City in eliminating
<br />or remedying such violations. The Authority also agrees to reimburse the City and hold the City,
<br />its officers, agents, employees and volunteers harmless from any and all costs, expenses,
<br />attorney's fees and all penalties or civil judgments obtained against any of them as a result of
<br />Authority's use or release of any hazardous substance or waste onto the ground, or into the water
<br />or air from, near or upon the City's premises. For purposes of this Section, the following
<br />definitions shall apply:
<br />"Hazardous Substance" means asbestos and any and all pollutants, dangerous substances,
<br />toxic substances, hazardous wastes, hazardous materials and hazardous substances as referenced
<br />or defined in, or pursuant to, any federal, state, local or other applicable environmental law, statute,
<br />ordinance, rule, order, regulation or standard in effect on the date hereof including, without
<br />limitation, the Resource Conservation and Recovery Act (42 U.S.0 6901, et seq.), as amended, the
<br />[
<br />
|