AgdaPkt 2020-12-21 Amended Joint SA PFA

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6.C. - Page 21 of 28 11. TERMINATION FOR DEFAULT. The MLA may be terminated by either Party upon forty-five (45) days' prior written notice to the other Parry upon a default by the other Party of any material covenant or term, which default is not cured within forty- five (45) days of receipt of written notice of default (or, if such default is not curable within forty-five (45) days, if the defaulting Party fails to commence that cure within forty-five (45) days or fails thereafter diligently to prosecute such cure to completion); provided, that the grace period for any monetary default will be thirty (30) business days from receipt of notice. 12. ASSIGNMENT / CUSTOMER EQUIPMENT. 12.1. Assignment. This MLA, and any and all SLAB pursuant hereto, may be sold assigned or transferred by the Licensee with notice to City but without any approval or consent of the City to any entity that controls or is controlled by Licensee, or is under common control with Licensee ("Authorized Assignee"). For purposes of this section, an entity shall be deemed to control another entity if it owns or controls, directly or indirectly, at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation). Any Authorized Assignee shall assume all assigned obligations of its assignor under the MLA. This MLA and any SLA may not otherwise be sold, assigned or transferred by the Licensee, except with the City's prior written consent, which consent the City may withhold in its sole discretion. Upon receipt of City's written consent, Licensee shall be relieved of all liabilities and obligations and City shall look solely to the transferee for performance under this MLA and any and all SLAs pursuant hereto, provided that the successor provides written confirmation to the City that it is then fully liable to the City for compliance with all terms and conditions of this MLA and any and all SLAB. The Licensee shall reimburse the City for all direct and indirect costs and expenses reasonably incurred by the City in considering a request to transfer or assign this MLA and any SLAs. 12.2. Customer Equipment. Licensee need not own all components of Equipment subject to this Agreement, and may permit its customers to maintain ownership of Equipment components. However, (1) all Equipment must be wholly under the control and management of Licensee; and Licensee shall be liable for all acts or omissions, and all harms associated with the Equipment whether the same are its acts or omissions, or the acts or omissions of the owner of the Equipment; and (2) Licensee acknowledges and agrees that no rights of ownership in Equipment by Licensee's customers shall permit any such customer to enter upon, or use the any portion of the Municipal Facilities or the Equipment, in any other manner or at any other place, including to add to, or modify or install Equipment, which shall be Licensee's sole responsibility. Further, Licensee may not install Equipment it does not own on Municipal Facilities, unless the entity for on whose behalf the Equipment has been installed acknowledges and agrees, in a form acceptable to the City, that the City has not granted it a consent to be in the Public Rights -of -Way for any purpose; that it is bound by Licensee's representations, obligations and duties hereunder; that it shall have no rights or claims against the City of any sort related to the Equipment or Municipal Facilities; that its Equipment may be subject to taxes, fees or assessments as provided in the Laws or the REV: 12-15-2020 PR ATTY/AGR.2020.296/Master License Agreement (Page 17 of 24) 114