By the City. As a material inducement to entering into this ESA, the City hereby represents and warrants to Competitive Supplier as of the effective date of this ESA as follows:
By the City. The City represents, warrants, covenants and agrees as a basis for the undertakings on its part contained herein that:
By the City. The City shall not do any act or thing that will create any Encumbrance (other than a Permitted City Encumbrance) against the System and shall promptly remove any Encumbrance (other than a Permitted City Encumbrance) against the System that came into existence as a result of an act of or omission by the City or a Person claiming through the City. The City shall not be deemed to be in default hereunder if the City continuously, diligently and in good faith contests any such Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings that shall operate to prevent the foreclosure of any such Encumbrance, provided that the City has given advance notification to the Concessionaire that it is the intent of the City to contest the validity or collection thereof or cause such contest.
By the City. The City hereby waives its immunity, if any, in the Courts of the Commonwealth or federal courts of appropriate jurisdiction, in favor of the Tribe for the purpose of resolving all Disputes. The parties expressly acknowledge and agree, however, that any waiver of sovereign immunity provided for in this Agreement shall not apply to acts of the City related to the performance of governmental functions.
By the City. The CITY may terminate this Contract for any reason and at any time by giving at least sixty (60) days written notice to the CONTRACTOR of such termination and specifying the effective date thereof. If the Contract is terminated by the CITY, the CONTRACTOR shall be paid for any services already performed. The CONTRACTOR shall be liable to the CITY for any damages sustained by the CITY by virtue of any breach of the Contract by the CONTRACTOR.
By the City. Licensee understands and acknowledges that the City reserves the right to abandon, relocate, or remove any Municipal Facilities, even if Licensee is using such a pole or structure under this Agreement. Licensee further understands and acknowledges that the City may require Licensee to permanently relocate one or more of its Licensee Poles and/or Small Wireless Facilities; provided, however, City shall use reasonable efforts to fully accommodate Licensee’s continuing use of the Municipal Facilities, as the case may be, without relocation if it is reasonably possible to do so. If the City reasonably determines that the removal or relocation of one or more Municipal Facilities, Licensee Poles and/or Small Wireless Facilities is needed (1) for the construction, modification, completion, or relocation of a City construction or maintenance project or other public agency project; or (2) because the Licensee Poles or Small Wireless Facilities are interfering with or adversely affecting the proper operation of Municipal Facilities or other City operations, including the operation of traffic signals, intelligent transportation systems, lighting, communications, or other City facilities or operations, and such interference cannot be mitigated or cured by Licensee, then Licensee shall, at the City’s direction and upon ninety (90) days’ prior written notice to Licensee, either (a) relocate such Licensee Poles or Small Wireless Facilities, or (b) terminate the applicable Site Supplement and remove such Licensee Poles or Small Wireless Facilities, in each case at Licensee’s sole cost and expense. The City shall provide ninety (90) days written notice to the Licensee before removing a Small Wireless Facility or Licensee Pole under this Section, unless there is imminent danger to the public health, safety, and welfare. Licensee shall reimburse City for the City’s actual cost of removal of the Small Wireless Facilities or Licensee Poles in accordance with this Agreement within 90 days of receiving the invoice from the City.
By the City. The City agrees to negotiate with the Developer with respect to the Undertakings, including, without limitation the Purchase, Purchase Agreement, Development, Development Agreement, and the Ancillary Matters and to authorize City staff to participate in such Undertakings provided, however, that nothing in this Agreement shall be deemed to be a promise by the City that any one or more of the Undertakings shall be successfully completed and further provided that all such Undertakings shall be conducted in accordance with the customary practices and procedures developed and followed by the City with respect to such matters.