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immediately determine if any Remedial Work is reasonably necessary or
<br />required by any Environmental Law. If any Remedial Work is reasonably
<br />necessary or required by any Environmental Law, City shall immediately
<br />commence, or cause to be commenced, and thereafter diligently prosecute
<br />to completion, all such Remedial Work at its sole cost and expense. SBC
<br />shall not continue its work until City has completed the Remedial Work in
<br />accordance with the law(s) that required it.
<br />Force Ma~et ure. SBC shall not be liable to City for any delay in performance
<br />under this Agreement from any cause beyond its control and without its fault on
<br />negligence, such as acts of God, acts of civil or military authority, government
<br />regulations, the presence of historical artifacts or Hazardous Substances on, in, or
<br />near the District, embargoes, epidemics, war, terrorists acts, riots, insurrections,
<br />fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts,
<br />volcanic action; unusually severe weather conditions, inability to secure products
<br />or service of other persons or transportation's facilities, or acts or omissions of
<br />camers.
<br />Tax Liability. City shall pay and hold harmless SBC from and against all
<br />penalties, interest, taxes and other charges that are levied or assessed against the
<br />Project, as required by law, rule, regulations, or the Tariff.
<br />Private Property City shall be responsible for engineering, procurement and
<br />installation of all materials in connection with utility facilities on private property
<br />and all costs associated therewith.
<br />Indemnity. SBC shall indemnify, defend, and hold City harmless from and
<br />against any and. all losses, damages, expenses, costs, penalties, fines, fees
<br />(including reasonable attorneys'), and liabilities (collectively "Liabilities"),
<br />incurred as a result of any injury to or death of any person(s), or damage to any
<br />property(ies) arising out of or in connection with the work performed by SBC
<br />pursuant to the terms of this Agreement, except where such Liabilities are caused
<br />by the negligence or willful misconduct of City.
<br />The foregoing inderrnuty shall not apply to Liabilities that arise out of the
<br />discovery of Hazardous Materials during or after SBC's work on the Project.
<br />The foregoing indemnity shall survive the expiration or earlier termination of this
<br />Agreement.
<br />9. Entire Agreement. This Agreement constitutes the entire Agreement between the
<br />parties with respect to the subject matter hereof. All prior agreements,
<br />representations, statements, negotiations and. understandings are superseded.
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