2009-113-RES-Approving the execution of a tower lease agreement

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authorities relating to the installation, maintenance, height, location, use, operation, and removal of the equipment, antenna systems, and other alterations or improvements authorized herein, and shall fully indemnify the Lessor against any loss, damage, cost, or expense which may be sustained or incurred by the Lessor as a result of Lessee's installation, operation, or removal of said improvements, except where said loss, damage, cost or expense was caused solely by the acts or omissions of the Lessor, its agents, servants or employees. 18. Water Tower Marking and Lig,hting Requirements. Lessor acknowledges that it, and not Lessee, shall be responsible for compliance with all Water Tower marking and lighting requirements of the Federal Aviation Administration ("FAA") and the FCC. Lessor shall indemnify and hold Lessee harmless from any fines or other liabilities caused by Lessor's failure to comply with such requirements. Should Lessee be cited by either the FCC or FAA because the Water Tower is not in compliance and should Lessor fail to cure the conditions of noncompliance within the time frame allowed by the citing agency, Lessee may either terminate this Agreement immediately on notice to Lessor or proceed to cure the conditions of noncompliance at Lessor's expense, which amounts may be deducted from the Rent. 19. Miscellaneous. (a) This Agreement constitutes the entire agreement and understanding between the parties, and supersedes all offers, negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreement must be in writing and executed by both parties. (b) If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (c) This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. (d) Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, or reliable overnight courier to the address of the respective parties set forth below: Lessor: City of Paris Attn: Kevin Carruth PO Box 9037 Paris, Texas 75461-9037 Lessee: IVortheast Texas Radio Operations & Command, Inc. PO Box 6103 Paris, TX 75461-6103 With copy to: Kent McIlyar, City Attorney PO Box 9037 With copy to: Dr. Wayne Scott, NETROC President 4725 Smallwood Road 6