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REV: 12-20-2022 JB
<br />such Maps and withhold the Maps and information contained therein from public disclosure, subject
<br />to the following. In the event City is threatened or served with legal process requiring submission or
<br />other disclosure of the Maps or information contained therein, City shall provide Company with
<br />prompt notice within five business days thereof so that Company may seek an appropriate protective
<br />order or waive compliance with the provisions of this Section. If, absent the entry of a protective
<br />order or the receipt of a waiver hereunder, City is, in the opinion of its counsel, compelled to disclose
<br />all or any portion of the Maps or information contained therein, City shall disclose only such portion
<br />that, in the opinion of its counsel, it is legally required to disclose. Notwithstanding any provision in
<br />this Agreement to the contrary, Company, jointly and severally, for itself, its successors, agents,
<br />contractors and employees, agrees to indemnify, defend (with counsel reasonably acceptable to City)
<br />and hold harmless City, its City Council, its officials, officers, employees, representatives, agents
<br />and volunteers and any successors to City’s interest from and against any and all Losses pursuant to
<br />Sections 9.1 and 9.2, arising out of or related to the City’s actions taken in compliance with this
<br />provision to protect Company’s information from public disclosure.
<br />2.9 Facility Location Requests. The Company shall within ten business (10) days
<br />after receipt of a written request from City, if required in anticipation of a City project, at its sole
<br />cost and expense identify its subsurface Facilities by ground penetrating radar. If ground
<br />penetrating radar fails to identify Facilities, Company will perform potholing to a depth of one
<br />foot (1’) below the bottom of such Facilities.
<br />2.10 Contractors. Any contractor or subcontractor used for the construction, installation,
<br />operation, maintenance, or repair of the Facilities must be properly licensed under the laws of the
<br />state and all applicable local ordinances, and each contractor or subcontractor shall have the same
<br />obligations with respect to its work as Company would have under this Agreement and applicable
<br />law if the work were performed by Company. Company shall be responsible for ensuring that the
<br />work of contractors and subcontractors is performed consistent with this Agreement and applicable
<br />law, shall be responsible for all acts or omissions of contractors or subcontractors, shall be
<br />responsible for promptly correcting acts or omissions by any contractor or subcontractor, and shall
<br />implement a quality control program to ensure that the work is properly performed. This section is
<br />not meant to alter tort liability of Company to third parties.
<br />2.11 Additional Fees. Company shall be responsible for any other reasonable costs borne
<br />by City related to the negotiation and execution of this Agreement, including its out-of-pocket costs
<br />and staff time, but not exceeding the actual cost to the City or $5,000, whichever is less. Company
<br />shall submit payment of the additional fees within thirty (30) days of receipt of a written and itemized
<br />demand for payment from City.
<br />ARTICLE 3
<br />LIMITATIONS AND RESTRICTIONS
<br />3.1 Nothing in this Agreement shall be construed as granting or creating any franchise
<br />rights.
<br />3.2 This Agreement is not a grant by City of any property interest but is made subject and
<br />subordinate to the prior and continuing right of City to use all the Public Rights-Of-Way, including
<br />but not limited to, public use as a street and for the purpose of laying, installing, maintaining,
<br />repairing, protecting, replacing, and removing sanitary sewers, water mains, storm drains, gas mains,
<br />poles, overhead and underground electric and telephone wires, electroliers, cable television, and other
<br />ATTY/AGR.2022.405/Mobilitie, LLC (Page 4 of 21)
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