Agmt 2019 MLA for Small Cell Pole Attachment

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28.11 Time of Essence. Time is of the essence with respect to all provisions of this Master License in which a definite time for performance is specified. 28.12 Survival. Expiration or earlier termination of this Master License will not affect the right of either party to enforce any and all Indemnities and representations and warranties given or made to the other party under this Master License, or any provision of this Master License that expressly survives termination. 28.13 Recording. Licensee agrees not to record this Master License, any Pole License, or any memorandum or short form of any of them in the Official Records of the County of Alameda. 28.14 Counterparts. This Master License may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will be one and the same instrument. 28.15 Cooperative Drafting. This Master License has been negotiated at arm's length between persons sophisticated and knowledgeable in the matters it addresses and was drafted through a cooperative effort of both parties, each of which has had an opportunity to have this Master License reviewed and revised by legal counsel. No party will be considered the drafter of this Master License, and no presumption or rule (including that in Cal. Civil Code § 1654) that an ambiguity will be construed against the party drafting the clause will apply to the interpretation or enforcement of this Master License. 28.16 Authority to Approve Agreement. Each person signing this Master License and any Pole License on behalf of Licensee warrants and represents that: (i) he or she has the full right, power, and capacity to act on behalf of Licensee and has the authority to bind Licensee to the performance of its obligations under those agreements without the subsequent approval or consent of any other person or entity; (ii) Licensee is a duly authorized and existing entity; (iii) Licensee is qualified to do business in California; and (iv) Licensee has full right and authority to enter into this Master License and Pole Licenses. Upon the City's request, Licensee shall provide the City with evidence reasonably satisfactory to the City confirming the representations and warranties above. 28.17 Conflicts of Interest. Through its execution of the Master License, Licensee acknowledges that it is familiar with Sections 87100 et seq. and Sections 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which would constitute a violation of said provisions, and agrees that if Licensee becomes aware of any such fact during the term of the Master License, Licensee shall immediately notify the City. 28.18 Included Exhibits and Schedules. The following exhibits and schedules are attached to and are incorporated by reference into this Master License. EXHIBIT A — Form of Pole License Exhibit A-1 — Pole Locations/License Area Exhibit A-2 — Licensee's Plans and Specifications Exhibit A-3 — Form of Acknowledgment Letter 46