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REV: 10-28-2021 SK kind as to the present or future condition of or suitability of the Municipal Facilities for Licensee’s use and disclaims any and all warranties express or implied with respect to the physical, structural, or environmental condition of the Municipal Facilities and the merchantability or fitness for a particular purpose. Licensee is solely responsible for investigation and determination of the condition and suitability of any Municipal Facility for Licensee’s intended use. 14.12.Representations and Warranties. Each of the Parties represents and warrants that it has the full right, power, legal capacity, and authority to enter into and perform its obligations hereunder and that those obligations will be binding upon that Party without the approval or consent of any other person or entity. Licensee represents that it has a franchise or other authorization to use the Public Ways for purposes contemplated in this MLA. City represents that City owns all Municipal Facilities for the use of which it is collecting from Licensee the Annual Fee pursuant to this MLA. 14.13.Amendment of Agreement. This MLA may be amended only by a written instrument signed by both Parties. 14.14.Entire Agreement. This MLA contains the entire understanding between the Parties with respect to its subject matter. There are no representations, agreements, or understandings (whether oral or written) between or among the Parties relating to the subject matter of this MLA that are not fully expressed herein. 14.15.Non-Exclusive Remedies. No provision in this Agreement made for the purpose of securing enforcement of the terms and conditions of this Agreement shall be deemed an exclusive remedy or to afford the exclusive procedure for the enforcement of said terms and conditions, but the remedies herein provided are deemed to be cumulative. 14.16.No Third-Party Beneficiaries. It is not intended by any of the provisions of this Agreement to create for the public, or any member thereof, a third-party beneficiary right or remedy, or to authorize anyone to maintain a suit for personal injuries or property damage pursuant to the provisions of this Agreement. The duties, obligations, and responsibilities of the City with respect to third parties shall remain as imposed by state law. 14.17.Construction of Agreement. The terms and provisions of this Agreement shall not be construed strictly in favor of or against either party, regardless of which party drafted any of its provisions. This Agreement shall be construed in accordance with the fair meaning of its terms. 14.18.Effect of Acceptance. Licensee (a) accepts and agrees to comply with this Agreement and all Laws; (b) agrees that this Agreement was entered into pursuant to processes and procedures consistent with Law; and (c) agrees that it will not raise any claim to the contrary or allege in any claim or proceeding against the City that at the time of acceptance of this Agreement any provision, condition or term of this Agreement was unreasonable or arbitrary, or that at the time of the acceptance of this Agreement any such provision, condition or term was void or unlawful or that the City had no power or authority to make or enforce any such provision, condition, or term. ATTY/AGR.2021.274/New CIngular Wireless/AT21 (Page 21 of 27)