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by the CITY of any property interest but is made subject and subordinate to the prior and continuing right of CITY and its assigns to use all the Public Right-of-Way in the performance of its governmental duties and police powers including but not limited to, public use as a street and for the purpose of realigning the Public Rights-of-Way, laying, installing, maintaining, repairing, protecting, replacing and removing sanitary sewers, water mains, storm drains, gas mains, poles, overhead and underground electrics, telephone lines, electroliers, cable television and other utility and municipal uses together with appurtenances thereof and with right of ingress and egress,along, over, across and in said Public Right-of-Way. ENCROACHER shall have a duty to remove, relocate and rearrange its Facilities within a time frame set forth by CITY(subject to force majeure and events beyond the control of ENCROACHER), and at ENCROACHER's own cost and expense (except as otherwise set forth in this Agreement), in order to accommodate such uses, as further provided in this Agreement and applicable Laws. 2.9 The grant of rights in this Agreement is made subject to all easements,restrictions, conditions, covenants, encumbrances and claims of title which may affect the Public Right-of- Way, and it is understood that ENCROACHER, at its own costs and expense, shall obtain such permission as may be necessary consistent with any other existing rights. No reference herein to a "Public Right-of-Way" shall be deemed to be representation or guarantee by CITY that its interest or other rights to control the use of such property is sufficient to permit its use for such purposes,and ENCROACHER shall be deemed to gain only those rights to use the property as the CITY may have the undisputed right and power to give, only to the extent necessary for ENCROACHER to provide Telecommunications Services and only to the extent such rights do not interfere with CITY's needs for uses within the Public Right-of-Way. In the event of any conflict,the use of the subject Public Right-of-Way by ENCROACHER is subordinate to the rights and needs of the CITY. 2.10 This Agreement shall be for the non-exclusive use of the Public Rights-of-Way. By executing this Agreement, CITY does not agree to restrict the use of the Public Rights-of-Way in all or any part of the CITY by any person in the same business,a related business,or a competing business as ENCROACHER. 2.11 If the CITY is not prohibited from charging for use of the Public Rights-of-Way by ENCROACHER by state or federal statute, it may do so, and the payment of any lawful compensation established by the CITY shall be a condition of the continued effectiveness of this Agreement. 2.12 ENCROACHER shall not use the Public Rights-of-Way in whole or in part in any unlawful manner or for any illegal purpose. In addition, ENCROACHER shall not use the Public Rights-of-Way in whole or in part in any manner that constitutes a nuisance as determined by the CITY in its reasonable discretion. ENCROACHER shall take all precautions to eliminate any nuisances or hazards in connection with its uses and activities on or about the Public Rights-of- Way. SECTION 3 CONSTRUCTION AND MAINTENANCE STANDARDS {00053614;%1} -4-