Agenda - Council - 09/25/2007 - Laserfiche WebLink

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maintenance. At such time as Owner improves the Property for park purposes and constructs a permanent access driveway to its park and parking facilities, T-Mobile's ingress egress easement will terminate and Owner will grant a new ingress egress easement to T-Mobile to coincide with the Owner's park facilities permanent access driveway. T-Mobile shall be responsible to construct and maintain its ingress egress driveway from the permanent park access driveway to the Premises. 9. LIMITATION OF OWNER'S LIABILITY. If Owner terminates this Agreement other than as of right as provided in this Agreement, or Owner causes interruption of the business ofT-Mobile or for any other Owner breach of this Agreement, Owner's liability for damages to T-Mobile shall be limited to the actual and direct costs of equipment removal, relocation or repair and shall specifically exclude any recovery for value of the business ofT-Mobile as a going concern, future expectation of profits, loss of business or profit or related damages to T -Mobile. 10. TEMPORARY INTERRUPTIONS OF SERVICE. If Owner determines that continue~ operation of the Communications Facilities would cause or contribute to an immediate threat to public health andlor safety (except for any issues associated with human exposure to radio frequency omissions, which is regulated by the federal government), Owner may order T-Mobile to discontinue its operation. T-Mobile shall immediately comply with such an order. Service shall be discontinued only for the period that the immediate threat exists. If Owner does not give prior notice to T -Mobile, Owner shall notify T -Mobile as soon as possible after its action and give its ,reason for taking the action. Owner shall not be liable to T -Mobile or any other party for any interruption in T-Mobile's service or interference with T-Mobile's operation oris Communications Facilities, except as may be caused by the willful misconduct of the Owners, its employees or agents. If the discontinuance extends for a period greater than three days, either consecutively or cumulatively, T -Mobile shall have the right to terminate this Agreement within its sole discretion. 11. ADV ANCES IN TECHNOLOGY. As technology advances and improved antennas are developed which are routinely used in T-Mobile's business, Owner may require, in its sole discretion, the replacement of the antenna with the improved antenna if the new antenna is more aesthetically pleasing or otherwise will foster a public purpose, as long as the installation and use of the improved antenna is practical and technically feasible on the Property. 12. DEFENSE AND INDEMNIFICATION. (a) General. T-Mobileagrees to defend, indemnify and hold harmless Owner and its elected officials, officers, employees, agents, and representatives, from and against any and all claims, costs, losses, expenses, demands, actions, or causes of action, including reasonable attorneys' fees and other costs and expenses of litigation, which may be asserted against or incurred by Owner or for which Owner may be liable in the performance of this Agreement, except those which arise solely from the negligence, willful misconduct, or other fault of Owner. T-Mobile shall defend all claims arising out of the installation, operation, use, maintenance, repair; removal, or 3 -241-