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ARTICLE 8
<br /> TAXES
<br /> 8.1 Company agrees that it will be solely responsible for the payment of any and all lawful
<br /> taxes, fees and assessments relating to its use and maintenance of the Facilities including but not
<br /> limited to all taxes, fees and assessments listed in Company's Certificates of Public Convenience and
<br /> Necessity issued by the California Public Utilities Commission. Company shall also comply with
<br /> the Communication Users' Tax Law, found in Chapter 32 Article VIII of the Code. Pursuant to
<br /> Section 107.6 of the California Revenue and Taxation Code, the City hereby advises, and Company
<br /> recognizes and understands, that Company's use of the Public Rights-Of-Way may create a
<br /> possessory interest subject to property taxation and that Company will be subject to the payment of
<br /> property taxes levied on such interest.
<br /> ARTICLE 9
<br /> INDEMNIFICATION
<br /> 9.1 Indemnification. To the fullest extent permitted by law, Company, jointly and
<br /> severally, for itself, its successors, agents, contractors and employees, agrees to indemnify, defend
<br /> (with counsel reasonably acceptable to City) and hold harmless City, its City Council, its officials,
<br /> officers,employees,representatives,agents and volunteers and any successors to City's interest from
<br /> and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges,
<br /> administrative and judicial proceedings and orders,judgments,remedial actions of any kind,all costs
<br /> and cleanup actions of any kind, and all costs and expenses incurred in connection with any of the
<br /> foregoing,including,without limitation,reasonable attorney's fees and costs of defense(collectively,
<br /> the "Losses") arising directly or indirectly from, in connection with or caused by Company's
<br /> performance of this Agreement, andlor the installation, operation, removal and/or repair of the
<br /> improvement and Facilities thereunder including, but not limited to, the following: (a) a material
<br /> breach of this Agreement by Company; (b) a material breach of any representation or warranty of
<br /> Company contained in this Agreement; (c)any personal injury or death caused,directly or indirectly,
<br /> by any act or omission of Company or its employees, sub-grantees, invitees, contractors, sub-
<br /> contractors or agents (each of the forgoing "Company Personnel") or by any structures of
<br /> encroachments placed in,on or under any Public Right-Of-Way; (d)any loss of or damage to property
<br /> caused, directly or indirectly, by any act or omission of Company or Company Personnel or by any
<br /> structures of encroachments placed in, on or under the surface of any Public Right-Of-Way or City
<br /> Property;(e)the use,misuse or failure of any equipment or facility used by Company,or by Company
<br /> Personnel, regardless of whether such equipment or facility is furnished, rented, leased or loaned by
<br /> or to Company; or (� any tax, fee, assessment or other charge for which Company is responsible;
<br /> provided, however, Company shall not indemnify City, its City Council, its officials, officers,
<br /> employees, representatives, agents and volunteers and any successors to City's interest for losses
<br /> arising from City's gross acts of negligence or willful misconduct. The foregoing indemnity shall
<br /> include, without limitation, reasonable fees of attorneys, consultants and experts and related costs
<br /> and City's costs of investigating any claims against City. City shall not be responsible for any
<br /> damages, losses, or liability of any kind occurring by reason of anything done or omitted to be done
<br /> by City or by any third party, including, without limitation, damages, losses, or liability arising from
<br /> the issuance by City of a permit or approval to any third party or any interruption in service.
<br /> 9.2 Duty to Defend; Notice of Loss. Company acknowledges and agrees that its
<br /> obligation to defend the City under Section 9.1 (a) is an immediate obligation, independent of its
<br /> ATTY/AGR/2015.260/OPTIC ACCESS,LLC FIBER OPTIC FACILITIES
<br /> REV:01-07-16 JS&VR
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