|
DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D
<br />License Fee (or Alternate License Fee, if applicable), and the fee shall be subject to the same
<br />adjustments and proration as the License Fee (or Alternate License Fee, if applicable).
<br />6.15 Access. Licensee shall have access to the Equipment for non -emergency purposes,
<br />between the hours of 7:00 am and 5:00 pm weekdays (excluding holidays), unless a required permit
<br />further limits the access hours. Prior to Licensee accessing its Equipment, Licensee shall provide
<br />email notice, at least 24 hours in advance, to the Licensor at the following email address:
<br />smallcells@santa-ana.org. In the event of an emergency at anytime, Licensee will, if time permits,
<br />attempt to provide prior telephonic notice to the Licensor at the following telephone number: (714)
<br />647-3380. It is responsibility of Licensee to coordinate its access with other users of the same
<br />Municipal Facility.
<br />7. INDEMNIFICATION AND WAIVER. Licensee agrees to indemnify, defend, protect, and hold
<br />harmless the Licensor, its council members, officers, employees, agents and contractors from and
<br />against any and all claims, demands, losses, including pole warranty invalidation, damages,
<br />liabilities, lines, charges, penalties, administrative and judicial proceedings and orders, judgments,
<br />and all costs and expenses incurred in connection therewith, including reasonable attorney's fees
<br />and costs of defense (collectively, the "Losses") to the extent arising from, resulting from or caused
<br />by Licensee's activities undertaken pursuant to this Agreement, except to the extent arising from
<br />or caused by the negligence or willful misconduct of the Licensor, its council members, officers,
<br />employees, agents, or contractors. Licensee's obligation to indemnify and hold harmless excludes
<br />only such claim, loss or liability that is due to the sole negligence or willful misconduct of
<br />Licensor.
<br />7.1 Waiver of Claims. Licensee waives any and all claims, demands, causes of action,
<br />and rights it may assert against the Licensor on account of any loss, damage, or injury to any
<br />Equipment or any loss or degradation of the Services as a result of any event or occurrence which
<br />is beyond the reasonable control of the Licensor.
<br />7.2 Waiver of Subrogation. Licensee hereby waives and releases any and all rights
<br />of action for negligence against Licensor which may hereafter arise on account of damage to
<br />Equipment, Municipal Facilities or to the ROW, resulting from any fire, or other casualty of the
<br />kind covered by standard fire insurance policies with extended coverage, regardless of whether or
<br />not, or in what amounts, such insurance is now or hereafter carried by the Licensee. This waiver
<br />and release shall apply between the parties and they shall also apply to any claims under or through
<br />either party as a result of any asserted right of subrogation. All such policies of insurance obtained
<br />by Licensee concerning the Municipal Facilities, Equipment or the ROW shall waive the insurer's
<br />right of subrogation against the Licensor.
<br />7.3 Limitation on Consequential Damages. Neither party shall be liable to the other,
<br />or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss
<br />of technology, rights or services, incidental, punitive, indirect, special or consequential damages,
<br />loss of data, or interruption or loss of use of service, even if advised of the possibility of such
<br />damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.
<br />S. PERFORMANCE BOND. In order to secure the performance of its obligations under
<br />this Agreement, Licensee will provide the following security instrument to the Licensor:
<br />Page 14 of 23
<br />25F-44
<br />
|