Agmt 2019 MLA for Small Cell Pole Attachment

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But if in the City's sole judgment it is not safe or practicable to wait for Licensee to perform the work or where such delay would cause significant delay to or otherwise compromise public safety or services, the City will remove the Equipment from the City Pole, exercising reasonable care to avoid damage. The City will hold the Equipment for retrieval by Licensee, and Licensee will have the right to reinstall the Equipment or equivalent Equipment at Licensee's expense on the repaired or replaced City Pole in accordance with Article 7 (Installation of Equipment). As provided in Section 9.4 (Emergencies), the City's removal of Licensee's Equipment in emergency or exigent circumstances may not be deemed to be a forcible or unlawful entry into or interference with Licensee's rights to the License Area. 21.3 No Liability for Emergency Access. The City will not be liable in any manner, and Licensee hereby waives any Claims, for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of the City's entry onto the License Area, including the removal of Licensee's Equipment from a City Pole in an emergency as described in Subsection 21.2 (Emergency Access), except damage resulting directly and exclusively from the gross negligence or willful misconduct of the City or its Agents and not contributed to by the acts, omissions, or negligence of Licensee, its Agents, or Invitees. 22 REQUIRED RECORDS 22.1 Records of Account. Licensee shall maintain during the Term and for a period ending 3 years after the Expiration Date or earlier termination of this Master License the following records at a place of business within the State of California or in an electronic format: (a) identification and location of all City Poles under active Pole Licenses; (b) amounts and dates of License Fees paid to the City; (c) Regulatory Approvals issued for the installation, operation, and maintenance of Equipment on City Poles; and (d) correspondence with the City concerning any matter covered by this Master License all covering a period of not more than three years. The City, or a consultant acting on its behalf, will have the right to inspect and audit Licensee's records at Licensee's place of business during regular business hours on 10 business days' notice to Licensee. 22.2 Estoppel Certificates. Licensee, at any time and from time to time on not less than 30 days' notice from the City, shall execute, acknowledge, and deliver to the City or to any party designated by the City, a certificate of Licensee stating: (a) that Licensee has accepted the License Area (or, if Licensee has not done so, that Licensee has not accepted all or any part of the License Area and specifying the applicable portions of the License Area and reasons for non-acceptance); (b) the Commencement Dates of any Pole Licenses then in effect; (c) the Effective Date and Expiration Date of this Master License; (d) that this Master License and Pole Licenses are unmodified and in full force and effect or, if modified, the manner in which they are modified; (e) to Licensee's knowledge, whether any defenses then exist against the enforcement of any of Licensee's obligations under this Master License (and if so, specifying the same); (f) to Licensee's knowledge, whether any of the City's obligations under this Master License are outstanding (and if so, identifying any City obligations that Licensee believes that the City has failed to meet); (g) the dates, if any, to which the License Fees and Additional Fees have been paid; and (h) any other information that may be reasonably required by any such persons. 22.3 Regulatory and Bankruptcy Records. 22.3.1 Copies for City Records. Licensee shall provide to the City upon request copies of: (a) any pending applications, communications, or other documents related to any filing by or against Licensee of an action for bankruptcy, receivership, or 36