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alterations, or improvements to the WCFs and/or City Poles needed to comply with the Applicable
<br />Laws or the requirements of this Agreement. Crown Castle must take action promptly to correct
<br />any conditions related to the WCFs and/or City Poles that threaten the public health or safety. If
<br />Crown Castle fails to do so, City may step in and take corrective action at Crown Castle's expense.
<br />The Parties acknowledge and agree that during the term set forth in Section 11, Crown Castle shall
<br />have the non-exclusive right to install, operate, maintain, modify, and/or repair the WCFs, and the
<br />exclusive obligation to install, operate, maintain, modify, and/or repair the City Poles.
<br />Notwithstanding the foregoing sentences, Crown Castle understands and agrees that it may not
<br />modify the appearance of the approved WCFs, Luminaires, or City Poles without obtaining the
<br />prior written approval from the Director or his designee, said approval not to be unreasonably
<br />withheld. City may require Crown Castle to relocate, at the City's sole cost and expense, any City
<br />Pole, along with the associated Luminaire and WCF, upon ninety (90) days' prior written notice
<br />to Crown Castle, whenever City reasonably determines that the relocation is needed for any of the
<br />following purposes: (a) if required for the construction, modification, repair, relocation, or
<br />maintenance of a City or other public agency project; (b) because the WCF is interfering with or
<br />adversely affecting proper operation of City facilities; or (c) to protect or preserve the public health
<br />or safety. In any such case, City shall use reasonable efforts to afford Crown Castle a reasonably
<br />equivalent alternate location for the City Pole. The Parties agree that Crown Castle shall be
<br />responsible for installation and the cost of powering of the Luminaires, and all other
<br />responsibilities relating to these fixtures shall be the responsibility of the City. The City
<br />understands and agrees that following installation of the Luminaires on the City Poles by Crown
<br />Castle, including any re -installation of a Luminaire that may be required during the term of this
<br />Agreement due to destruction of the City Pole and replacement of that City Pole, all other
<br />responsibility for the maintenance, repairs, light/fixture/part replacements, alterations, or
<br />improvements to the Luminaires shall be the responsibility of the City.
<br />14. Termination of Use of City Poles. Crown Castle shall have the right to terminate
<br />its use of any City Pole upon thirty (30) days' written notice to City and compliance with this
<br />section. If City determines that Crown Castle has violated its obligations under Section 10, 11, 12
<br />or 13 of this Agreement with respect to one or more WCFs, Luminaires, and/or City Poles, City
<br />shall have the right to terminate Crown Castle's use of any affected City Pole if Crown Castle does
<br />not cure such violation within sixty (60) days following written notice. This sixty (60) day cure
<br />period shall not apply to violations that affect the public health or safety. In the event of any
<br />termination of Crown Castle's right to use any City Pole, City shall return any annual rent already
<br />paid for use of the City Pole following the date of removal of the WCF, and within thirty (30) days
<br />after such termination of use of the City Pole, Crown Castle shall safely remove the WCF from
<br />the applicable City Pole (and the associated meter, if any), and repair any damage caused by such
<br />removal. Once the WCF is removed in accordance with this provision, or upon final removal of
<br />all WCFs at the termination of this Agreement, Crown Castle shall no longer be responsible for
<br />the City Poles and Luminaires or payment of Annual Rant.
<br />15. Attorneys' Fees and Costs. The Parties shall bear their own attorneys' fees and
<br />costs expended in the litigation of the Action and in the preparation of this Agreement.
<br />16. City's Release. Except for the obligations set forth herein, City, on behalf of City
<br />and its respective officers, agents, employees, representatives, successors and assigns ("City
<br />Releasors"), and each of them, shall and hereby do relieve, release, exonerate and forever discharge
<br />1129494.11/LA
<br />377510-00002/12-19-1 8/d./hb -9-
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