Smyrna IGA for Antenna 5.1.2026 edits
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9 __________________________ Attn: __________________________ SECTION 10. GOVERNING LAW, VENUE. This Agreement shall be governed by the laws of the State of Georgia. The Parties hereto agree that the venue shall be proper in the a court of competent jurisdiction in Cobb County. SECTION 11. COMPLIANCE. At all times, City’s Service Provider’s use of County Property shall be in compliance with all applicable federal, state, and county laws and regulations. SECTION 12. MISCELLANEOUS PROVISIONS. (a) Waiver. None of the material provisions of this Agreement may be waived or modified except expressly in writing signed by the City’s Service Provider and County. (b) Successors and Assigns. This Agreement and all of the covenants herein will run with the land; therefore, the conditions set forth herein will inure to and bind each Party’s successors and assigns. Any Party may waive any default of another at any time, without affecting or impairing any right arising from any subsequent or other default. (c) Survival. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. (d) Entire Agreement. This Agreement, together with its attached exhibits, embodies the complete agreement of the Parties, superseding all oral or written previous and contemporary agreements between the Parties and relating to this Agreement. (e) Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-Party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, weather conditions or acts of hackers, internet service providers or any other third Party acts or omissions. (f) Relationship of Parties. The relationship between County and City’s Service Provider is at all times solely that of licensor and licensee, not that of partners or joint venturers. (g) Counterparts. This Agreement may be executed in multiple counterparts, each of which is an original. Regardless of the number of counterparts, they constitute only one agreement. In making proof of this agreement, it is not necessary to produce or account for more counterparts than are necessary to show execution by or on behalf of all Parties. (h) No Third Party Benefits. This Agreement is for the sole and exclusive benefit of the parties hereto, and nothing in this Agreement, express or implied, is intended to confer or will be construed as conferring upon any other person any rights, remedies or any other type or types of benefits. (i) Assignment. This Agreement may not be sold, assigned, or sublicensed by either Party without the prior approval of the non-assigning Party. IN WITNESS WHEREOF, City’s Service Provider and County have caused this Agreement to be signed on the date set forth below and be effective on the last date specified below. _____________________ COUNTY By: ___________________________ By: __________________________________