10-23-2023 Council Packet - Laserfiche WebLink

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implementation of the intention of the parties under this Agreement, as the parties and their successors and assigns reasonably shall request. Section 35. WAIVER OF RIGHT TO TRIAL BY JURY. LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF LESSEE OR LESSOR WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Section 36. MISCELLANEOUS. Lessee represents that no Equipment will be kept at a location that is not owner occupied by Lessee. To the extent that any Equipment will be kept at a location where Lessee will be entering into a real property lease, or a loan secured by a mortgage or deed of trust, Lessee agrees (i) to give Lessor at least 30 days prior written notice of same, and (ii) to obtain for Lessor, prior to entering into such real property lease or loan, a waiver of interest (in a form reasonably acceptable to Lessor) from the prospective real property lessor or lender, in and to any Equipment to be kept at the location. Notwithstanding the existence of any insurance in favor of Lessor and except as prohibited by law, Lessee shall promptly defend, indemnify and save Lessor harmless from and against: (a) any and all loss of or damage to the Equipment; and (b) any claim, action, demand, proceeding, or liability for any damage, loss, injury, cost or expense (including reasonable attorney's fees) which Lessor may be subject to relating to, or arising out of, the Lease or Equipment. Notwithstanding the foregoing, Lessee shall not be obligated to indemnify Lessor for any Indemnity Claim to the extent actually and proximately caused by the willful misconduct of Lessor. [The next page is the signature page of this Master Lease Agreement.] 13