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21. LESSOR USE OF SITE. LESSEE shall make available to the police, fire and emergency services
<br />of the City of Santa Ana space on its communications tower at no cost to LESSEE or said entities, subject to
<br />structural analysis. In addition, if the communications tower is a ball field light standard design, then light bulbs
<br />installed on LESSEE's tower will be owned and maintained by the Parks Department of the City of Santa Ana. The
<br />City of Santa Ana is responsible for maintaining its own equipment. The space to be made available will not create
<br />interference with LESSEE's communications operations. As to any future subleases, their respective installations
<br />will be permitted only at such locations that will not cause interference with LESSEE or LESSOR and the City's
<br />operations. The City entities will be afforded 24 -hour access to its equipment at the Property. In addition, the City
<br />will be provided "power backup" by LESSEE, if available at the Premises.
<br />22. INTEGRATION. It is agreed and understood that this Agreement contains all agreements,
<br />promises and understandings 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 Parties. In the event any provision of the Agreement is found to be invalid or
<br />unenforceable, such finding shall 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. GOVERNING LAW. This Agreement and the performance thereof shall be governed,
<br />interpreted, construed, and regulated by the laws of the State of California, with venue in Orange County.
<br />24. ATTORNEYS' FEES. 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 />25. ASSIGNMENT AND 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 withheld, 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 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 or of majority of LESSEE's
<br />network assets in the geographic area where the Premises are located, or (iii) in connection with any financing, 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 />communication tower facilities and will reasonably facilitate any co- location subject to the conditions outlined in
<br />Paragraph 13 (INTERFERENCE). 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, other than the Premises which is
<br />already leased to Lessee. Further, regarding co- location/subleasing space on LESSEE's tower, LESSEE shall enter
<br />into a Tower Lease Agreement, or sublease, subject to all permits and approvals from all governmental agencies
<br />having jurisdiction thereover, with a future tower co- location user, subject to LESSOR receiving a portion of the
<br />tower rent that is mutually agreed upon by both LESSOR and LESSEE. LESSEE shall provide for LESSOR's
<br />consent on any Tower Lease Agreement, or sublease and affidavits stating the sublease rent. The Party's intent in
<br />allowing LESSEE to collect rent is to provide a means by which LESSEE can recoup its cost of construction and
<br />maintenance of said tower facilities on a pro -rata basis with subsequent users. The Parties intend that LESSOR, and
<br />not LESSEE, should benefit financially, from any future tower co- location agreement. Any future carrier or co-
<br />locator shall enter into a separate ground lease agreement with the City.
<br />26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by
<br />certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery
<br />service and provided further that it guarantees 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 Party to be
<br />notified may have designated to the sender by like notice):
<br />Site #: LA33835A
<br />Site Name: Adams Park
<br />Date: 04/27/2010
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