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2L EMERGENCY USE OP SITE, LES$EF shall make available to the police,Ere and emergency
<br /> services of the City of Santa Ana space on its communications tower at no cost to LESSEE or said entities,subject
<br /> to stnictural analysis. The City of Santa Ana is responsible for maintaining its own equipment. "rho space to be
<br /> made available will not create interference with LESSEE's colnnrunicalimis operations. As to any future subleases,
<br /> their respective installations will be permitted only at such locations that will not cause inter&rence with LESSEE or
<br /> LESSOR and the Chy's operations, The City entities will be afforded 24-hour access to its equipment at the
<br /> Property. in addition,the City will be provided"power backup"by LESSEE,if available at the Premises,
<br /> 22. INTEGRATIOM It is agreed and understood that this Agreement contains all agreements,
<br /> pronlses and undarstandings between the LESSOR and LESSEE and that no verbal or oral agreements,promises or
<br /> understandings shall be binding upon either the LESSOR or LESSEE in any dispute,controversy or proceeding at
<br /> law,and any addition,variation or modification to this Agreement shall be void and ineffective unless made in
<br /> writing and signed by the Patties, in the event any provision of the Agreement is found to be invalid or
<br /> unenrorceable, such finding shalt not affect the validity and enforceability of the remaining provisions of this
<br /> Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this
<br /> Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have
<br /> the right to enforce such rights at any time and take such action as may be lawful and authorized under this
<br /> Agreement,either in law or In equity,
<br /> 23, GOVEiRNiNG LAW. This Agreement and the performance thereof shall be governed,
<br /> interpreted,construed,and regulated by the laws of ilia State of California,with venue in Orange County,
<br /> 24. ATTORNEYS' FL ES The substantially prevailing party in any legal action or lawsuit arising
<br /> hereunder shall be entitled to its reasonable attorneys'fees and court costs,including appeals,if any.
<br /> 23. MIGNMENT AN0 Co-LOCATION.
<br /> a. LESSEE will not assign or transfer this Agreement without the prior written consent of
<br /> LESSOR, which consent will not be unreasonably withhold, delayed or conditioned; provided, however, that
<br /> LESSEE shall have the right to assign its rights under this Agreement,to any of LESSEE's(i)partners,parents,
<br /> subsidiaries, affiliates, or successor legal entitles, (ii)In connection with the sate, exchange,or other transfer of
<br /> LESSEE's FCC authorization for the geographic area in which the Premises are located or of majority of LESSEE's
<br /> network assets in the geographic area where the Premises are located,or(iii)in connection with any financbig,loan,
<br /> security interest,pledge,or mortgage of LESSEE's property.
<br /> b. LESSEE acknowledges and agrees that the City policy is to provide for co-location on
<br /> cantmunication tower facilities and will reasonably facilitate any co-location subject to the coaditions outlined in
<br /> Paragraph 13(IN f3RFERENCC). LESSEE further agrees that LESSOR shall retain ownership of any further lease
<br /> rights with respect.to space for additional communication facilities on the Property. Further,LFSSFF shall enter
<br /> into-a TOWER LEASE AORUMENT,subject to all permits and approvals fkom all governmental agencies having
<br /> jurisdiction thereover,with a future tower W-location user,subject to LESSOR receiving fifty percent(50%)of the
<br /> tower rent received by LESSEP. LESSI E shall provido for LESSOR'S consent on any TOWLR LHASH
<br /> AGREEMENT and copies of the executed agreement.The Patty's Intent in allowing LESSEE to collect rent is to
<br /> provide a means by which LESSEE can recoup Its cost of construction and maintenance of said tower facilities on a
<br /> pro-rata.basis with subsequent users. The Parties intend that LESSOR,and not LESSEE,should benefit financially,
<br /> from any future tower co-location agreement. Additionally,LESSEE shall deliver to LESSOR a copy of any Inter.
<br /> carricr Co-location Agreement which relates to the Pretnlses.
<br /> 26. NOTICE-S. All notices hereunder must be in writing mid shall be deemed validly given If sent by
<br /> certified snail,return receipt requested or by commercial courier,provided the courier's regular business is delivery
<br /> service and provided further that it gueranlees delivery to the addressee by the end of the next business day
<br /> following the courier's receipt from the sender,addressed as follows(or any other address that the Marty to be
<br /> notified may have designated to the sender by like itutice)_
<br /> Site No, IA07009C I TH Sayw6r Park t'age fi nrZ3
<br /> Sift Addttm 1825 Ovte Center Drive West,Soma Ana,CA 92703
<br /> Page 34 of 107
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