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22. INTEGRATION. It is agreed and understood that this Agreement <br />contains all agreements, promises and understandings between the LESSOR and <br />LESSEE and that no verbal or oral agreements, promises or understandings shall be <br />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 <br />ineffective unless made in writing and signed by the Parties. In the event any provision <br />of the Agreement is found to be invalid or unenforceable, such finding shall not affect the <br />validity and enforceability of the remaining provisions of this Agreement. The failure of <br />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 <br />rights and such Party shall have the right to enforce such rights at any time and take such <br />action as may be lawful and authorized under this Agreement, either in law or in equity. <br />23. GOVERNING LAW. This Agreement and the performance thereof shall <br />be governed, interpreted, construed, and regulated by the laws of the State of California, <br />with venue in Orange County. <br />24. ATTORNEYS' FEES. The substantially prevailing party in any legal <br />action or lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and <br />court costs, including appeals, if any. <br />25. ASSIGNMENT AND CO-LOCATION. <br />a. LESSEE will not assign or transfer this Agreement without the prior <br />written consent of LESSOR, which consent will not be unreasonably withheld, delayed or <br />conditioned; provided, however, that LESSEE shall have the right to assign its rights <br />under this Agreement, to any of LESSEE's (i) partners, parents, subsidiaries, affiliates, or <br />successor legal entities, (ii) in connection with the sale, exchange, or other transfer of <br />LESSEE'S FCC authorization for the geographic area in which the Premises are located <br />or of majority of LESSEE's network assets in the geographic area where the Premises are <br />located, or (iii) in connection with any financing, loan, security interest, pledge, or <br />mortgage of LESSEE'S property. <br />b. LESSEE acknowledges and agrees that the City policy is to provide for <br />co-location on communication tower facilities and will reasonably facilitate any co- <br />location subject to the conditions outlined in Paragraph 13 (INTERFERENCE). LESSEE <br />further agrees that LESSOR shall retain ownership of any further lease rights with respect <br />to space for additional communication facilities on the Property. Further, LESSEE shall <br />enter into a TOWER LEASE AGREEMENT, subject to all permits and approvals from <br />all governmental agencies having jurisdiction thereover, with a future tower co-location <br />user, subject to LESSOR receiving eighty percent (80%) of the tower rent received by <br />LESSEE. LESSEE shall provide for LESSOR'S consent on any TOWER LEASE <br />AGREEMENT and copies of the executed agreement. The Party's intent in allowing <br />LESSEE to collect rent is to provide a means by which LESSEE can recoup its cost of <br />construction and maintenance of said tower facilities on a pro-rata basis with subsequent <br />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 <br />25C-13 <br />