Suzy Ageton George Karakehian KC Becker Tim ... - City of Boulder

Facility will interfere with the City’s operations existing at the Property or disclosed to the Tenant, and such
interference cannot be mitigated to the satisfaction of the City at its sole discretion, Tenant shall not be
permitted to add or make the change in frequencies.
(g) If City, based on reasonable inquiry and evaluation, becomes aware of a potential interference
problem caused directly or indirectly, wholly or partially, by Tenant’s equipment or oper ations, City may
require Tenant t o reimburse City for the cost of an i nterference study, to include radio frequency
measurements. The study shall be conducted by a consulting engineer or other expert mutually agreed upon
by City and Tenant. If the interference study concludes that the problem or a pote ntial problem is caused
directly or indirectly, wholly or partially by Tenant’s equipment or operations, Tenant shall immediately take
all necessary steps to mitigate the interference. If the interference cannot be resolved, or if Tenant does not
take the steps necessary for mitigation, City may terminate this Lease as provided herein.
(h) In the event of interference problems at the Property, Tenant shall c ooperate fully with the
City and ot her lessees to diagnos e and corre ct interference problems, including without li mitation
temporarily reducing or shutting down t ransmit power of Tenant to help diagnos e interference issue s.
Tenant will attempt to resolve potential or actual interference problems with other lessees.
10. INDEMNIFICATION. Tenant agrees to indem nify, defend and hold City harmless from and
against any and all injury, loss, damage or liability (or any claim s in respect of the foregoing), costs or
expenses (including reasonable attorney s' fees and court costs) arising di rectly or indirectly from acts or
omissions to act of Tenant, or the construction, installation, use, maintenance, repair or removal of the
Communication Facility.
11. WARRANTIES.
(a) Tenant and City each acknow ledge and represent that it is duly organized, validly existing
and in good standing and has the right, power and aut hority to enter into this Agreement and bind itself
hereto through the party set forth as signatory for the party below.
(b) City represents, warrants and agrees that: (i) City solely owns the Property in f ee simple;
(ii) the Pro perty is no t and will not be encu mbered by any liens, re strictions, mortgages, covenants,
conditions, easements, leases, or any other agreements of record or not of record, which would adversely
affect Tenant's Permitted Use and enjoyment of the Premises under this Agreement; (iii) as long as Tenant
is not in default then City grants to Tenant actual, quiet and peaceful use, enjoyment and possession of the
Premises; (iv) City's execution and performance of this Agreement will not violate any laws, ordinances,
covenants or the provisions of any mortgage, lease or other agreem ent binding on City; and ( v) if the
Property is or becom es encumbered by a deed to secure a debt, m ortgage or other security interest, City
will provide promptly to Tenant a mutually ag reeable subordination, non-disturbance and attornm ent
agreement.
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Agenda Item 3E Page 10