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not limited to all taxes, fees and assessments listed in Company's Certificates of Public Convenience
<br />and Necessity issued by the California Public Utilities Commission. Company shall also comply
<br />with 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
<br />(collectively, the "Losses") arising directly or indirectly from, in connection with or caused by
<br />Company's performance of this Agreement, and/or the installation, operation, removal and/or repair
<br />of the improvement and Facilities thereunder including, but not limited to, the following: (a) a
<br />material breach of this Agreement by Company; (b) a material breach of any representation or
<br />warranty of Company contained in this Agreement; (c) any personal injury or death caused, directly
<br />or indirectly, by any act or omission of Company or its employees, sub -grantees, invitees,
<br />contractors, sub -contractors or agents (each of the forgoing "Company Personnel") or by any
<br />structures of encroachments placed in, on or under any Public Right -Of -Way; (d) any loss of or
<br />damage to property caused, directly or indirectly, by any act or omission of Company or Company
<br />Personnel or by any structures of encroachments placed in, on or under the surface of any Public
<br />Right -Of -Way or City Property; (e) the use, misuse or failure of any equipment or facility used by
<br />Company, or by Company Personnel, regardless of whether such equipment or facility is furnished,
<br />rented, leased or loaned by or to Company; or (f) any tax, fee, assessment or other charge for which
<br />Company is responsible; provided, however, Company shall not indemnify City, its City Council, its
<br />officials, officers, employees, representatives, agents and volunteers and any successors to City's
<br />interest for losses arising from City's gross acts of negligence or willful misconduct. The foregoing
<br />indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and
<br />related costs and City's costs of investigating any claims against City. City shall not be responsible
<br />for any damages, losses, or liability of any kind occurring by reason of anything done or omitted to
<br />be done by City or by any third party, including, without limitation, damages, losses, or liability
<br />arising from the issuance by City of a permit or approval to any third party or any interruption in
<br />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 />other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the
<br />scope of Section 9. 1, regardless of whether the allegations asserted in connection with such Loss are
<br />or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Company
<br />by the City and continues at all times thereafter. The City shall give Company prompt notice of any
<br />Page 10 of 19
<br />REV: 04-13-1715
<br />ATTY/AGR.2017.082/ExteNet Systems (California) LLC - Fiber Optic Facilities
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