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7. Indemnification. City will indemnify, save, and hold harmless Magellan, its affiliated
<br />companies, directors, officers, partners, employees, agents and contractors from any and all
<br />environmental and non - environmental liabilities, losses, costs, damages, expenses, fees
<br />(including reasonable attorneys' fees), fines, penalties, claims, demands, causes of action,
<br />proceedings (including administrative proceedings), judgments, decrees and orders resulting
<br />from City's breach of this Agreement or caused by or as a result of the construction, use,
<br />maintenance, existence or removal of' the Approved Encroachments and Other
<br />Encroachments located on the Magellan Easement Tract. The presence of Magellan's
<br />representative or any instructions given by such representative will not relieve City of any
<br />liability under this Agreement, except to the extent that such liability results from
<br />Magellan's or its representative's gross negligence or willful misconduct.
<br />8. Damage or Loss. City covenants that:
<br />(a) If at any time, in the sole opinion of Magellan, it becomes necessary for Magellan, to
<br />cross, occupy, utilize, move or remove all or portions of the Approved Encroachments
<br />placed on Magellan's Easement Tract or constructed pursuant to this Agreement, for
<br />any purpose, including but not limited to surveying, constructing new facilities,
<br />maintaining, inspecting, operating, protecting, repairing, replacing, removing or changing
<br />the size of a pipeline(s) and appurtenances on Magellan's Easement Tract and such
<br />activities by Magellan result in damage to or destruction of the Approved
<br />Encroachments, then repair, replacement or restoration of such Approved
<br />Encroachments shall be at the sole cost and responsibility of City.
<br />(b) If at any time, any encroachments belonging to or permitted by City which are not
<br />authorized by this or another written agreement ("Other Encroachments ") are found to
<br />be on Magellan's Easement Tract, Magellan may at any time request City to remove
<br />such Other Encroachments, and if City refuses or fails to do so within a reasonable
<br />time, Magellan's may remove them from Magellan's Easement Tract to a location off
<br />of Magellan's Easement Tract at City's expense, unless they are allowed to remain by a
<br />written agreement between Magellan and City. Should such removal activities by
<br />Magellan result in damage to or destruction of the Other Encroachments, then repair,
<br />replacement or restoration of such Other Encroachments shall be at the sole cost and
<br />responsibility of City, and such Other Encroachments may not be repaired, replaced or
<br />rebuilt on Magellan's Easement Tract without a written agreement between Magellan
<br />and City.
<br />(c) If during the exercise of the rights granted by the Easement or by this Agreement, the
<br />Approved Encroachments and Other Encroachments, if any, are damaged, destroyed
<br />or suffer loss of value, City agrees to release Magellan, its affiliates, and its and their
<br />respective directors, officers, members, partners, shareholders, employees, agents and
<br />contractors from and against any and all liabilities, and damages or losses which may
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<br />Encroachment Agreement EA -F Xing — 3 -28.05 — Tract 3324 Ramsey County, MN - Agent DM / .1B - Project 05 -029
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