|
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, and/or 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 (f) 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 acts of gross 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/2017.284/MCI METRO ACCESS TRANSMISSION SERVICES CORP D/B/A VERIZOON ACCESS TRANSMISSION SERVICES
<br />REV: 12-04-17 PR
<br />Page 9 of 16
<br />
|