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the option to perform such work at Company's sole expense, which expense Company shall
<br />promptly reimburse to the City within thirty (30) days after receiving an invoice for such expenses,
<br />including all administrative, legal and consultant costs. Before proceeding with removal or
<br />relocation work, the Company shall obtain an encroachment permit from the City.
<br />ARTICLE 7
<br />DAMAGES
<br />7.1 The Company shall be responsible for any damage to the City's street
<br />pavements, existing utilities, curbs, gutters, sidewalks due to its installation, maintenance,
<br />repair, or removal of its Facilities in the Public Rights -Of -Way and public utility or service
<br />easements, and shall repair, replace, and restore in kind the said damaged facilities at its
<br />sole expense.
<br />7.2 If any Public Right -Of -Way to be used by the Company has preexisting
<br />installation(s) placed in said Right -Of -Way, the Company shall assume the responsibility to
<br />verify the location of the preexisting installation and notify the City and any third party of the
<br />Company's proposed installation. The cost of any work required of such third party or the City
<br />to provide adequate space or required clearance to accommodate the Company's installation
<br />shall be borne solely by the Company.
<br />ARTICLE 8
<br />TAXES
<br />8.1 Company agrees that it will be solely responsible for the payment of any and all
<br />lawful taxes, fees and assessments relating to its use and maintenance of the Facilities including
<br />but not limited to all taxes, fees and assessments listed in Company's Certificates of Public
<br />Convenience and Necessity issued by the California Public Utilities Commission. Company shall
<br />also comply with the Communication Users' Tax Law, found in Chapter 32 Article VIII of the
<br />Code. Pursuant to Section 107.6 of the California Revenue and Taxation Code, the City hereby
<br />advises, and Company recognizes and understands, that Company's use of the Public Rights -Of -
<br />Way may create a possessory interest subject to property taxation and that Company will be subject
<br />to the payment of 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
<br />from 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
<br />costs and cleanup actions of any kind, and all costs and expenses incurred in connection with any
<br />of the 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
<br />repair of the improvement and Facilities thereunder including, but not limited to, the following: (a)
<br />a material breach of this Agreement by Company; (b) a material breach of any representation or
<br />REV: 07-09-2020 PR
<br />ATTY/AGR.2020.122/Sonic Telecom, LLC (Page 9 of 19)
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