Agmt21 ExteNet Systems MLA - Laserfiche WebLink

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REV: 10-28-2021 MI of the respective Installation Date that may affect the Public Way. Nothing in this MLA or any SLA may be deemed to grant, convey, create, or vest in Licensee a real property interest in personal or real property owned by City, including any fee, leasehold interest, or easement. No reference herein to a “Public Way” shall be deemed to be a representation or warranty by City that its interest or other rights to control the use of the Public Way is sufficient to permit its use for Licensee’s purposes, and Licensee shall be deemed to gain only those rights to use as are properly within City’s jurisdiction and as City may have the undisputed right and power to give. 3.2. This MLA is not an authorization to use the Public Rights-of-Way. Nothing in this MLA shall limit in any way, or is a substitute for, Licensee’s obligation to obtain any additional required franchises, authorizations, approvals, or permits from any City department, board, commission, or other governmental agency that has authority over the Licensee’s activities involving use of the Municipal Facilities in the Public Way or limit the City’s exercise of rights that it may have in connection with the grant or exercise of such franchises, authorizations, approvals, or permits, whether or not such activities involve Services. All work performed pursuant to the rights granted by this MLA is subject to the prior review and approval of the City in accordance with its customary permitting procedures (see Section 5.1 below). Without limiting the generality of the foregoing, City believes it may have the right to require a franchise and franchise fees under Cal. Cal. Const. Art. XII, Section 8, or franchise fees under Section 5840(q) of the Digital Infrastructure and Video Competition Act (as codified in Public Utilities Code section 5800 et seq.) (“DIVCA”) or federal law, 47 U.S.C. 542, and City does not intend by entering into this MLA to waive any of those rights or any legal arguments it might make to defend such rights. Licensee by entering into this MLA does not waive any rights or arguments it might have under state or federal law. The Parties do not intend to resolve those disputes here nor do they intend to create uncertainty about what services can be offered under this MLA. If City demands a franchise or franchise fees pursuant to DIVCA or other state or federal law, or if there is a change of law or other legal development under which the services being provided by Licensee pursuant to this MLA are subject to a franchise or franchise fees under DIVCA or other state or federal law, the Parties will meet and confer in good faith for a period not to exceed one hundred and twenty (120) days (“the Negotiation Period”) to negotiate terms, including any compensation owed by Licensee to the City under DIVCA or other state or federal law. If the Parties are not able to reach agreement during the Negotiation Period, the parties may exercise any remedies that they may have. However, the Parties agree that in no instance shall City seek to prevent Licensee from providing any such service under this MLA. 3.3.No Interference. Licensee acknowledges and agrees that the primary purpose of the Municipal Facilities is to provide public services such as street lighting and traffic control to the general public. City is willing to permit the installation of Licensee’s Equipment in or on Municipal Facilities only where such use will not interfere with City’s own existing (as of the Installation Date) and future primary service requirements and facilities, or the primary service ATTY/AGR.2021.273/ExteNet Systems (Page 4 of 28)