8G Consent Calendar 2018 1203 - Laserfiche WebLink

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7 Licensee agrees that no diminution of light, air, or signal transmission by any structure (whether or not erected by the City) will entitle Licensee to any reduction of the License Fees or Additional Fees under any Pole License, result in any liability of the City to Licensee, or in any other way affect this Master License, any Pole License, or Licensee’s obligations, except as specifically provided in this Master License. 2.5 As-Is Condition of the License Area. Licensee’s attention is directed to the following: 2.5.1 As-Is Condition. Licensee expressly acknowledges and agrees to enter onto and use each License Area in its “as-is, with all faults” condition. The City makes no representation or warranty of any kind as to the condition or suitability for Licensee’s use of any License Area. 2.5.2 Licensee Due Diligence. Licensee represents and warrants to the City that Licensee has conducted a reasonably diligent investigation, either independently or through Agents of Licensee’s choosing, of the condition of the License Area and of the suitability of the License Area for Licensee’s intended use, and Licensee is relying solely on its independent investigation. Licensee further represents and warrants that its intended use of the License Area is the Permitted Use as defined in Section 1.2 (Definitions) and as described in the Basic License Information. 2.5.3 No City Representations or Warranties. Except as may be expressly provided herein, Licensee agrees that neither the City nor any of its Agents have made, and the City disclaims, any representations or warranties, express or implied, with respect to the physical, structural, or environmental condition of the License Area, the present or future suitability of the License Area for the Permitted Use, or any other matter relating to the License Area. 2.5.4 Disclosure. Under California Civil Code section 1938, to the extent applicable to this Master License, Licensee is hereby advised that a Certified Access Specialist (as defined in that Law) has not inspected any License Area to determine whether it meets all applicable construction-related accessibility requirements. 3 TERM 3.1 Term of Master License and Pole Licenses. 3.1.1 Term. The term of this Master License shall be five (5) years commencing on the Effective Date and ending at midnight on the last day of the term, unless earlier terminated by City or Licensee pursuant to the express terms of this Agreement (the “Term”). Provided that Licensee is not in breach of this Agreement, the Term will be extended for one (1) five (5) year period commencing immediately upon the expiration of the Term (the “First Renewal Term”). Following the First Renewal Term, the Agreement will be extended for one (1) additional five (5) year period commencing immediately upon the expiration of the First Renewal Term (the “Second Renewal Term”). Following the Second Renewal Term, the Agreement shall be renewable for one (1) subsequent five (5) year period (the “Third Renewal Term”), subject to each parties’ option to not renew the Master License, for any reason, upon one hundred and eighty (180) days’ written notice to the other party. Following the Third Renewal Term, the Agreement shall be renewable for one (1) subsequent five (5) year period (the “Fourth Renewal Term”), subject to each parties’ option to not renew the Master License, for any reason, upon one hundred and eighty (180) days’ written notice to the other party. Following the Fourth Renewal Term, the Agreement shall be renewable for one (1) subsequent five (5) year period (the “Fifth Renewal Term”), subject to each parties’ option to not renew the Master License, for any reason, upon one hundred and eighty (180) days’ written notice to the other party. The Term shall include, if exercised, the First Renewal Term, the Second Renewal Term, the