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(d) Such Performance Bond shall be in addition to any performance or defect
<br />bond or other surety required by the City in connection with the issuance of' any
<br />construction permit issued pursuant to Chapter 32 of the City Code or any other local
<br />ordinance.
<br />Section 9. Transfer of ownership. Notwithstanding any provision of this
<br />Agreement, Lumos may not assign, transfer, lease, or sell any of the rights and privileges
<br />granted hereunder without the approval of the City Manager, which approval shall not he
<br />unreasonably withheld, conditioned or delayed; provided, however, that no consent need
<br />be obtained to assign, transfer, lease or sell any rights and privileges granted hereunder to
<br />any of Lumos' affiliates or any party providing financing to Lumos, provided that no
<br />assignment, transfer, lease or sale shall be effective until the assignee, transferee, lessee,
<br />or the purchaser, including an affiliate, has filed with the City of Portsmouth a duly
<br />executed instrument reciting the fact of such assignment, transfer, lease or sale and
<br />accepting the terms of the Agreement and agreeing to perform all of the conditions
<br />thereof.
<br />Section 10. Indemnification. Lumos agrees to indemnify, defend and hold
<br />harmless the City, its officers, employees and agents from and against all claims,
<br />demands, losses, damages, liabilities, fines, and penalties, and all costs and expenses
<br />incurred in connection therewith, including, without limitation, reasonable attorney's fees
<br />and costs of defense (collectively, the losses), incurred as a result of any claim, allegation
<br />or demand by any third party based on or arising out of any breach by Lumos of the terms
<br />and conditions of this Agreement, except to the extent any such losses are proximately
<br />caused by the negligence or willful misconduct of the City of Portsmouth, its officers,
<br />employees and agents. In addition, Lumos shall protect, indemnify, and hold
<br />harmless the City, its officers, agents, and employees, from any and all demands by
<br />any third party for fees, claims, suits, actions, causes of action, or judgments
<br />based on the allegation that (i) any telecommunications facilties which Lumos
<br />constructs, installs or operates on or in any of the City's public rights -of -way or
<br />public streets, or (ii) any telecommunications services provided by Lumos through
<br />the use of any such telecommunications facilities, infringe or violate of any patent,
<br />trade secret, copyright or other intellectual property right of such third party,
<br />except to the extent proximately caused by the negligence or willful misconduct of the
<br />City of Portsmouth, its officers, employees or agents.
<br />Section 11. Hazardous Substances. In its performance of this Agreement,
<br />Lumos shall not transport, dispose of or release any hazardous substance, material, or
<br />waste, except as necessary in performance of its work under this Agreement, and in any
<br />event Lumos shall comply with all federal, state, and local Taws, rules, regulations, and
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