Reso 2020-125 Verizon Wireless Master Agreement Small Cell Pole

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AGREEMENT PURPOSE, DEFINITIONS, AND BASIC LICENSE INFORMATION 1.1 Purpose. 1.1.1 Master License. This Master License: (i) establishes the legal relationship and framework under which Licensee may apply to the City for and obtain a revocable, nonpossessory license to use the License Area identified in Pole Licenses issued under this Master License for the Permitted Use which may only be revoked consistent with the terms of this Master License; (ii) governs the fees, charges, procedures, requirements, terms, and conditions by which the City will issue Pole License(s) to Licensee; and (iii) authorizes Licensee to engage in the Permitted Use only after Pole Licenses are issued under this Master License. 1.1.2 Pole Licenses. Pole Licenses that the City issues under this Master License will: (i) authorize Licensee to engage in the Permitted Use; (ii) specify approved Pole Locations, any site constraints, and any additional installation, operation, access, and maintenance requirements specific to those Pole Locations; (iii) grant a license, but not a leasehold interest, to Licensee only as a part of and subject to the terms and conditions of this Master License and which may only be revoked consistent with the terms of this Master License; and (iv) not amend any term or condition of this Master License. 1.1.3 Non -City Poles. The parties agree that Licensee may seek to install Equipment on poles owned by any other public or private party, or as otherwise permitted by Laws, as long as Licensee obtains all necessary permits for such installation, including, without limitation, a City -issued Encroachment Permit. 1.2 Basic License Information. The Basic License Information in the preceding pages is intended to provide a summary of certain provisions relating to the licenses that the City will grant to Licensee in accordance with this Master License and is for the parties' reference only. If any information in the Basic License Information conflicts with any more specific provision of this Master License or any Pole License issued under it, the more specific provision will control. 1.3 Definitions. Capitalized and other defined terms used in this Master License and all exhibits have the meanings given to them in this Section or in the text where indicated below, subject to the rules of interpretation set forth in Section 28.5 (Interpretation of Licenses). "An-k-n- ....ied..w ent Letter" r" is defined in R. bs ...4i.... A 4 2 "Additional Fees" is defined in Subsection 4.8.1. "Adjustment Date" is defined in Section 4.3. "Administrative Payments" is defined in Section 4.7. "Affiliate" means (i) any entity in which the Licensee directly or indirectly holds a majority equity or similar interest; or (ii) any entity directly or indirectly under common control with the Licensee; or (iii) any entity which acquires all or substantially all of Licensee's assets in the market defined by the FCC in which a particular City Pole is located by reason of a merger, acquisition or other business reorganization. "Agents" when used with respect to either party includes the agents, employees, officers, contractors, subcontractors, and representatives of that party in relation to this Master License and the License Area.