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EXHIBIT A
<br />NON - EXCLUSIVE WIRELESS FACILITIES FRANCHISE AGREEMENT
<br />This Non - exclusive Wireless Facilities Franchise Agreement (hereinafter "Agreement ") is made and
<br />entered into as of _, 2021, by and between the City of Portsmouth, Virginia, a
<br />political subdivision of the Commonwealth of Virginia (hereinafter "City ") and SQF, LLC, a Delaware
<br />limited liability company (hereinafter "Grantee "), having an office at
<br />WHEREAS, Grantee has requested the right to install, operate and maintain Wireless Facilities in the
<br />City's rights -of -way in order to provide Wireless Services within certain areas of the City; and
<br />WHEREAS, Grantee desires to enter the City's rights -of -way under a non - exclusive Wireless Facilities
<br />Franchise to use the rights -of -way at its own risk; and
<br />WHEREAS, the City is agreeable to allowing Grantee to use the City's rights -of -way subject to certain
<br />terms and conditions hereinafter set forth.
<br />NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the City
<br />and Grantee agree as follows:
<br />Section 1. Grant of Authority. Subject to and in accordance with the terms hereof, Grantee is
<br />hereby granted a non - exclusive Wireless Facilities Franchise to construct, maintain, and operate Wireless
<br />Facilities in, over, under, and across the Public ways within the City for the purpose of providing Wireless
<br />Services including the right to deploy new Wireless Support Structures in the Public way for this purpose.
<br />The City specifically reserves the right to grant other Wireless Facilities franchises, licenses or other rights
<br />as it deems appropriate for other wireless systems or facilities or any other purposes in accordance with
<br />the law. This Agreement applies only to Public ways and does not apply to private property or public
<br />property not located within, or constituting, a Public way or a City Facility.
<br />Section 2. Acceptance of Franchise. Grantee hereby accepts the Wireless Facilities Franchise
<br />and agrees to comply with all of the terms of the Agreement, as well as with all applicable Federal, State
<br />and local laws, ordinances, resolutions, codes, rules and regulations, regardless of whether they are
<br />expressly referenced in this Agreement.
<br />Section 3. Definitions. For the purpose of this Agreement, and the interpretation and enforcement
<br />thereof, the following words and phrases shall have the following meanings, unless the context of the
<br />sentence in which they are used shall indicate otherwise:
<br />"Affiliate" means a person that directly, or indirectly, through one or more intermediaries, owns, controls,
<br />is owned or controlled by, or is under common ownership or control with another person.
<br />"Antenna" means communications equipment that transmits or receives electromagnetic radio signals
<br />used in the provision of any type of wireless communications services.
<br />"City Facilities" means City -owned Existing structures located within the Public way. City Facilities may
<br />include, by means of example, City -owned light poles and City -owned traffic signal poles and structures.
<br />"City Property" means and includes all real property owned by the City, other than Public streets and
<br />utility easements, as those terms are defined herein, and all property held in a proprietary capacity by the
<br />City, which are not subject to right -of -way franchising as provided by law. City property includes, but is
<br />not limited to, City Facilities.
<br />"Co- locate" means to install, mount, maintain, modify, operate, or replace a wireless facility on, under,
<br />within, or adjacent to a base station, building, Existing structure, Utility pole, or Wireless Support
<br />Structure. "Co- location" has a corresponding meaning.
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