R2018-26 Authorizing an Indefeasible Right of Use Agreement and Associated Sales Order with CIRDC to Obtain Dark Fiber from the City

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during the Term, any and all necessary approvals, consents, rights of way, permits, franchises, licenses or similar approvals from all governmental and other authorities which are necessary or required to be obtained by Customer for the CITY to grant the IRU to Customer and for the use and operation of the Dark Fiber by Customer. 12.2 Subject to the limitations set forth in this Agreement, Customer may use the Dark Fiber for lawful broadband purposes including, but not limited to voice, data and video transmission services. Customer agrees and acknowledges that it has no right to use any of the fibers that are part of the Fiber System, other than the Dark Fiber secured by this IRU. Customer shall keep any and all of the Fiber System free from any liens, rights or claims of any third party attributable to Customer. 12.3 Customer and CITY shall promptly notify each other of any matters pertaining to, or the occurrence (or impending occurrence) of, any event which would be reasonably likely to give rise to any damage or impending damage to or loss of the Fiber System, or traffic thereon, that are known to such Party. Customer and CITY each agree to cooperate with and support the other in complying with any requirements applicable to their respective rights and obligations hereunder. 12.4 Customer shall not use its broadband systems in a way that interferes in any way with or adversely affects the use of the fibers or cable of any other person using the Fiber System. Customer acknowledges that the Fiber System includes or will include other participants, including the CITY and other owners and users of broadband systems. 12.5 If Customer elects to abandon use of the Dark Fiber after the first 20 year term of this agreement, it shall notify CITY in writing of the effective date of the abandonment. Customer will not be entitled to a refund of any portion of the prepaid IRU Fee. After the date of abandonment, Customer's liability for Maintenance Fees with respect to the abandoned route miles will end ninety(90)days from the date that Customer delivers written notice of abandonment to CITY. Customer will remain liable for all fees associated with returning Dark Fiber to its initial state, as it was prior to Customer Interconnections and prior to customer purchase of Dark Fiber. ARTICLE 13 INDEMNITY Customer shall indemnify and hold harmless the CITY, its Affiliates, and all officers, directors, employees, stockholders, partners and agents of the CITY and its Affiliates "Indemnified Parties")from and against any and all claims, demands, costs, damages, losses, liabilities, joint and/or several, expenses of any nature including reasonable attorneys', accountants',and experts'fees and disbursements, and judgments,fines,settlements and other amounts ("Damages") arising from any and all civil, criminal, administrative or investigative claims, demands, actions, suits or proceedings ("Claims") relating to or arising out of. (a) Any failure of Customer to observe or perform the terms and provisions of this Agreement; 11