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REV: 02-23-24 SK
<br />ARTICLE 7
<br />DAMAGES
<br />7.1 Company shall be responsible for any damage to the City’s street pavements, existing
<br />utilities, curbs, gutters, sidewalks due to its installation, maintenance, repair, or removal of its
<br />Facilities in the Public Rights-Of-Way and public utility or service easements, and shall repair,
<br />replace, and restore in kind the said damaged facilities at its sole expense.
<br />7.2 If any Public Right-Of-Way to be used by Company has preexisting installation(s)
<br />placed in said Right-Of-Way, Company shall assume the responsibility to verify the location of
<br />the preexisting installation and notify the City and any third party of Company's proposed
<br />installation. The cost of any work required of such third party or the City to provide adequate
<br />space or required clearance to accommodate Company's installation shall be borne solely by
<br />Company.
<br />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 the City) and hold harmless the City, its City Council, its
<br />officials, officers, employees, representatives, agents and volunteers and any successors to the City’s
<br />interest from and against any and all claims, demands, losses, damages, liabilities, fines, penalties,
<br />charges, administrative and judicial proceedings and orders, judgments, remedial actions of any kind,
<br />all 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 (where Company’s work in the right-of-way
<br />results in injury to a third party) from, in connection with or caused by Company’s performance of
<br />this Agreement, and/or the installation, operation, removal and/or repair of the improvement and
<br />Facilities thereunder including, but not limited to, the following: (a) a material breach of this
<br />Agreement by Company; (b) a material breach of any representation or warranty of Company
<br />contained in this Agreement; (c) any personal injury or death caused, directly or indirectly (where
<br />Company’s work in the right-of-way results in injury to a third party), by any act or omission of
<br />Company or its employees, sub-grantees, invitees, contractors, sub-contractors or agents (each of the
<br />forgoing “Company Personnel”) or by any structures of encroachments placed in, on or under any
<br />Public Right-Of-Way; (d) any loss of or damage to property caused, directly or indirectly (where
<br />Company’s work in the right-of-way results in injury to a third party), by any act or omission of
<br />ATTY/AGR.2024.018/Astound Broadband, LLC (Fiber Agreement) (Page 9 of 20)
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