AgdaPkt 2020-12-21 Amended Joint SA PFA

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6.C. - Page 15 of 28 5.10. Removal of Equipment. Within sixty (60) days after abandonment of any Municipal Facility or expiration or termination of an SLA, Licensee shall, at Licensee's sole cost and expense, promptly, safely, and carefully remove the Equipment covered by the expired or terminated SLA from the applicable Municipal Facility and/or Public Way. Within sixty (60) days after the expiration or earlier termination of this MLA, Licensee shall promptly, safely, and carefully remove all Equipment from all applicable Municipal Facilities and the Public Way. If Licensee fails to remove the Equipment, City is entitled, but not obligated, to remove and dispose of the Equipment and charge Licensee for the actual cost and expense, including, without limitation, administrative costs, upon sixty (60) days written notice to Licensee. Licensee shall pay to the City actual costs and expenses incurred by the City in performing any removal work and any storage of Licensee's property after removal within sixty (60) days of the date of a written demand for this payment from City. In lieu of removal at Licensee's sole cost and expense, any Equipment that is abandoned and not removed by Licensee within the time frames set forth in this section may be declared by the City (by providing written notice to Licensee after expiration of the 60 -day period) to have become its sole and exclusive property, after which the City may utilize or dispose of the Equipment in any manner allowed by law. Alternatively, the City may elect to take title to the abandoned property, and Licensee shall submit to the City an instrument satisfactory to the City transferring to the City the ownership of such property. The provisions of this section shall survive the expiration or termination of this MLA. 5.11. Risk of Loss. Licensee acknowledges and agrees that Licensee bears all risks of loss or damage of its Equipment and materials installed on Municipal Facilities or in the Public Way pursuant to this MLA from any cause including acts or omissions of any third parties be they invitees, trespassers or other persons, or caused or resulting from any storms, floods, fires, earthquakes, wars, civil disturbances, criminal acts or other events beyond the control of the Parties. The City does not warrant, guarantee, or insure the uninterrupted use of such Municipal Facilities by Licensee, and the City shall not be liable for any cost of repair to damaged Equipment, including, without limitation, damage caused by the City's removal of the Equipment, except to the extent that such loss or damage was solely caused by the willful misconduct or gross negligence of the City, including, without limitation, each of its elected officials, department directors, managers, officers, agents, employees, and contractors, subject to the limitation of liability provided in Section 6.2 below 5.12. Inspection. City may conduct inspections of Equipment on Municipal Facilities. Except in circumstances where City has special reason to be concerned about potential violations or in case of an emergency, City will give Licensee thirty (30) days' prior written notice of such inspections and Licensee shall have the right to be present at and observe any such inspections. Licensee shall pay City for its reasonable costs for safety inspections performed for the purpose of determining if a safety violation of which City has provided notice to Licensee has been corrected by Licensee. REV: 12-15-2020 PR ATTY/AGR.2020.296/Master License Agreement (Page 11 of 24) 11: