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Southern California Edison Company - FY2023-072License Agreement Between the City of Rancho Palos Verdes and Southern California Edison for Installation of a Wireless Telecommunications Facility on City Owned Private Pro.perty This License Agreement for installation and use of a wireless telecommunications facility (this "Agreement ") is made as of S I lU I , 2023 (the "Execution Date") to be effective as of July 1, 2022 (the "Effective Date"), by and'between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City"), and SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation ("Licensee"), referred herein to each as a "ParW" and collectively the "Parties. " RECITALS A. City owns the real property described in the attached Exhibit A commonly known as the Rancho Palos Verdes Civic Center located at 30940 Hawthorne Boulevard in the City of Rancho Palos Verdes, County of Los Angeles, State of Califomia, and designated by the Los Angeles County Assessor's Office as Assessor's Parcel Number 7573-002-913 (the "Property"). B. On July l, 1994, City and Licensee entered in that certain Building Lease Agreement ("Original Agreement") whereby City agreed to lease certain real property and grant a related irrevocable, non-exclusive easement to Lessee for the construction, installation and operation of a Wireless Telecommunications Facility (as defined herein) for an initial term of ten (10) years beginning July 1, 1994, with options of Licensee to extend the term for two (2) additional five (5) year periods thereafter, in exchange for payment by Licensee. C. On November 4, 2015, City and Licensee executed a First Amendment to the Original Agreement, which extended the term of the Original Agreement from June 30, 2014 until June 30, 2016. D. Effective July l, 2016, City and Licensee entered into a Second Amendment to the Original Agreement, which extended the term until June 30,2019. E. On August 18,2020, City and Licensee executed a Third Amendment to the Original Agreement, which extended the term from July 1,2019 until either June 30, 2022, or until Rancho Palos Verdes City Hall is reconstructed, and amended the rent adjustment provisions of the Agreement. F. The Original Agreement, as amended, has expired on its terms and City and Licensee now desire to enter into this Agreement for Licensee's license of a certain portion of the Property and to, among other things, implement a term beginning as of the Effective Date and continuing until June 30, 2032, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Blvd., Rancho Palos Verdes, CA90275, is reconstructed as defined herein, whichever occurs first. I01203 0015/801398 l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 AGREEMENT NOW THEREFORE, this Agreement is entered by and between the City and Licensee effective as of the Effective Date listed above. I. PREMISES l.l Licensed Premises. City hereby licenses to Licensee, and Licensee hereby licenses from City, that portion of the Property described in Exhibit B as the "Licensed Premises." 1.2 Conduit Easement Area. City also grants to Licensee during the term of this Agreement a non-exclusive easement under that certain portion of the Property, which non-exclusive easement shall be irrevocable during the term of this Agreement, but which shall automatically terminate upon expiration or termination of the Removal Period (as defined in Section 26 below), to install, operate, maintain, repair and/or replace utility wires, cables, conduits and pipes under those portions of the Property depicted on the attached Exhibit C as the "Conduit Easement Areas" connecting the Licensed Premises with the nearest points of utility service to the Licensed Premises, all according to plans and specifications approved in writing in advance by City. City has approved of the placement of the currently existing utility wires, cables, conduits and pipes that serve the Premises. There shall be no change to Conduit Easement Area without prior written approval of the City. 1.3 Access Easement Areas. City also grants to Licensee during the term of this Agreement the non-exclusive right, which right shall be irrevocable during the term of this Agreement , but which shall automatically terminate upon expiration or termination of the Removal Period, ingress to and egress from the Licensed Premises, on foot or motor vehicle, including half-ton or less trucks, over and across the portions of the Property depicted on the attached Exhibit D as the "Access Easement Areas." Lioensee shall be permitted to access the Licensed Premises from , 7 a,m. to 6 p.m. Monday through Friday, and between 9 a.m. to 5 p.m. on Saturday, holidays excepted. Licensee is not permitted to generate any noise that will interfere with or affect the City's operations and public use of City property and/or complies with the current noise regulations that may be adopted or updated after the date of this agreement. In the event the City makes repairs to or constructs improvements over portions of the Access Easement Areas or the road leading to the entrance of the Property which may temporarily prevent access to the Premises, City shall endeavor to provide alternative access to the Premises to the extent it is necessary for Licensee to perform work during such access area maintenance, or repair. t.4 1.5 Premises. The Licensed Premises, Condriit Easement Areas and the Access Easement Areas are collectively referred to herein as the "Premises." No Representations. Licensee hereby accepts the Premises in their current "AS- lS" condition. City makes no representations or warranties, express or implied, 201203 00r5/801398 l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 2. regarding title to the Property. Licensee takes its interest under the Agreement subject to all matters of record and all title matters that would be revealed by a diligent inspection of the Property. Licensee will defend, indemniff and hold City harmless from and against any claims, liabilities, damages, costs and expenses resulting from or relating to any violation by Licensee of any such title matters. Licensee shall use Dig Alert and is responsible for coordinating with the owners of any existing utilities on, under or over the Property. TERM 2.1 Initial Term. The term of this Agreement shall commence on the Effective Date and continue for ten (10) years (the "Initial Term") or until Rancho Palos Verdes, City Hall, located at30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, undergoes reconstruction, whichever occurs first. License payments required under Section 3 below shall commence on the Commencement Date. For the purposes of this Agreement, "reconstruction" includes any discretionary or necessary construction, demolition, repair, remodeling, or retrofitting activity that interferes with Licensee's use of its Wireless Telecommunications Facilities or any accessory equipment on the Premises such that the facilities or equipment require removal or replacement. The decision to engage in such reconstruction shall be in the sole discretion of the City, and City shall provide Licensee at least one hundred eighty (180) days' notice of commencement of such reconstruction, at which commencement the term of the Agreement shall terminate. 2.2 Extension Terms. Provided Licensee is not in default beyond any applicable cure period under the terms of this Agreement as of the end of the Initial Term or the end of the then-current Extended Term (defined herein), as applicable, this Agreement shall automatically be extended for one (l) additional five (5) yearterm unless Licensee terminates it at the end of the then current term by giving City written notice of the intent to terminate at least six (6) months prior to the end of the then current term (individually, an "Extended Term," and collectively, the "Extended Terms") on the same terms and conditions as set forth in this Agreement (unless expressly provided otherwise in this Agreement ). Licensee 'shall have no other right to extend the term of this Agreement beyond the Extended Terms. 2.3 Agreement Term. The "Agreement Term" shall mean the Initial Term, any Extended Terms, and any month-to-month tenancy authorized in writing by City pursuant to Section 26 below. MONTHLY RENT 3.1 Initial Year. Licensee shall pay to City in advance as "Monthly Rent," without deduction, setoff, prior notice or demand, the sum of $1,400 per month on or before the first (lst) day of each calendar month, commencing on the Effective Date, provided, however, City and Licensee acknowledge and agree (a) Licensee has paid Six Thousand Four Hundred One Dollars and 42ll00s ($6401.42) to City as Monthly Rent payments for the first six (6) calendar months of the Initial Term and 3. aJ01203 00ls/801398 I DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 3.2 3.3 3.4 3.5 that (b) the next Monthly Rent payment shall be paid by Licensee to City within thirty (30) days following the Execution Date. Monthly Rent for any partial month shall be prorated at the rate of 1/30th of the Monthly Rent per day. Monthly Rent is subject to adjustment as provided in Section 3.2 below. Annual Adjustment. Beginning on the first day of the month in which the first anniversary of the Commencement Date occurs and on the first day of the month of each subsequent anniversary of the Commencement Date during the Agreement Term (each, an "Adjustment Date"), the Monthly Rent shall be increased based on the following formula: Increased Monthly Rent: Current Monthly Rent x 105% Administrative Fee. For purposes of offsetting costs to City in negotiating and administering this Agreement, and not as additional rent, within forty-five (45) days after the Effective Date, Licensee shall pay City a one-time administrative fee in the amount of One Thousand Dollars ($1,000) ("Administrative Fee") to reimburse the City for its legal fees incurred with this Agreement. Licensee shall indicate on the payment that it is for "Legal Fees." The Administrative Fee does not include fees assessed by City for Govemmental Approvals (defined herein). Licensee shall pay all applicable fees and taxes related to any Govemmental Approvals. In the event this Agreement is terminated prior to the expiration of the Initial Term or any Extended Term, Licensee shall not be entitled to a refund or credit of any portion of the Administrative Fee. Payment. Licensee shall make all payments due under this Agreement payable to the City by mail or by wire to City of Rancho Palos Verdes, Attn: Department of Finance, 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA90275 or at such other address or to such other persons as City may from time to time designate in writing at least fifteen (15) days prior to any Monthly Rent payment date. Late Payment. Liquidated damages of five percent (5%) of any Monthly Rent or any other required payment to City shall be paid by Licensee if such payment is not paid to City on or before the tenth (l0th) day after the date on which it is due. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment by Licensee . In no event shall the late charge exceed the maximum allowable by Law (as defined in Section 28.12 below). Acceptance of the late charge by City shall not constitute a waiver of Licensee's default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City. Security Deposit. Concurrent with Licensee's execution of this Agreement, Licensee shall deposit with City a security deposit (the "Security Deposit") in the amount of Three Thousand Five Hundred Dollars ($3,500). The Security Deposit shall be held by City as security for the faithful performance by Licensee of its obligation to remove its Wireless Telecommunication Facility upon termination or expiration of this Agreement. If Licensee defaults with respect to the provisions relating to the removal of such equipment, City may, but shall not be required to, use, apply or retain all or any part of the Security Deposit for the payment of any 3.6 401203 0015/801398 l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 4. amount that City may spend or become obligated to spend by reason of Licensee's default, or to compensate City for any other loss or damage,that City may suffer by reason of Licensee's default. If Licensee removes its facilities as required by this Agreement, the Security Deposit, or any balance thereof, shall be returned to Licensee within sixty (60) days following the expiration of the Agreement Term. The Licensed Premises may be used by Licensee for Licensee's Wireless Telecommunications Facility (as defined below). The Conduit Easement Areas may be used by Licensee for underground utility connections to the Licerised Premises. Subject to City's reasonable rules promulgated by City in writing from time to time, which rules shall be provided to Licensee in advance in writing, the Access Easement Areas may be used by Licensee for reasonable physical access to the Licensed Premises by Licensee's personnel, vehicles and equipment, and Licensee's personnel may temporarily park its motor vehicles, including halfton or less trucks, on City's Property in the parking lot adjacent to the Licensed Premises to the extent such vehicles are used in conjunction with constructing, maintaining, and operating Licensee's Wireless Telecommunications Facility, and as necessary and consistent with the authorized use of the Premises. Licensee shall use the Premises as set forth in this Section 4.1 and only for the puipose of constructing, maintaining and operating Licensee 's Wireless Telecommunications Facility, and for no other use ("Permitted Use"). 4.r.1 "Wireless Telecommunications Facility" means those certain equipment and structures, such as antennas and microwave dishes, air conditioned equipment shelters and base station equipment, cable, wiring, power sources (including emergency back-up batteries), related equipment and structures, walls and fencing, and an antenna support structure, to the extent such equipment and structures are described and depicted in the attached Exhibits. 4.1.2 Licensee shall not deviate from any Exhibits in any manner without City's prior, written consent, which consent may be withheld in City's sole and absolute discretion, unless such consent is not required in accordance with Paragraph 5 below. 4.1 4.1.3 4.t.4 Licensee shall install the improvements described in the Exhibits at Licensee's sole cost and expense. t Above ground or overhead utility wires, cables, conduits or pipes shall not be used to connect utilities across the Property to the Premises. 4.1.5 City in its proprietary capacity hereby approves the design of the Licensed Premises described and depicted in the Exhibilq attached hereto. 501203 0015/801398 l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 4.2 4.1.6 Subject to this Agreement, City retains the absolute right to grant the right to use or occupy any portion of the Property, excluding the Licensed Premises, to any otherperson or entity. Licensee shall obtain and maintain all govemmental licenses, permits, approvals or other relief required of Licensee by any Law or deemed necessary or appropriate by Licensee for its use of the Premises, including, without limitation, applications for zoning variances, zoning ordinances, amendments, conditional use permits, special use permits, and construction permits (collectively, "Governmental Approvals"), including, without limitation, all Governmental Approvals from City in its governmental capacity required by Law. Licensee agrees that this Agreement does not exempt it from compliance with any Law. City shall bear no responsibility or liability under this Agreement for Licensee's inability to make use of the Premises for failure to obtain or maintain any required Governmental Approval, provided however, that City shall cooperate, at no expense to City, with Licensee in City's capacity as a real property owner, in obtaining and maintaining the Govemmental Approvals, provided that City's cooperation shall be limited to signing applications for Governmental Approvals that require a signature from the owner of the Property. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) Licensee determines that such Governmental Approvals may not be obtained in a timely manner; (iv) Licensee determines that any soil boring tests are unsatisfactory; (v) Licensee determines that the Premises is no longer technically compatible for its use, or (vi) Licensee, in its sole discretion, determines that the use of the Premises is obsolete or unnecessary, Licensee shall have the right to terminate this Agreement prior to using the Premises. Notice of Licensee's exercise of its right to terminate shall be given to City in writing in accordance with Section 24below, and shall be effective as set forth in Section 24, or upon such later date as designated by Licensee. All rents paid for use of the Premises up to said termination date shall be retained by City, but City shall refund to Licensee, on a pro rata basis, the Monthly Rent pre- paid by Licensee for the period after the termination date. Notwithstanding any other provision of this Agreement, City shall have the right to terminate this Agreement (including any holdover term) at any time, for any reason or no reason, upon a minimum of 180 days' advance notice to Licensee. Such notice shall be given to Licensee by certified mail, return receipt requested, and shall be effective on the date set forth therein, subject to compliance with this paragraph. By the effective date of such notice, Licensee shall deliver to City a recordable Quitclaim Deed releasing all of Licensee's interest(s) in City's Property. On the effective date of such notice, this Agreement shall terminate, and such termination shall relieve both parties of any further obligations under this Agreement, although each shall continue to have any and all remedies for any breach of a license obligation which occurred prior to the date of termination. City shall refund to Licensee the Rent paid in advance on a pro rata basis the Monthly 601203 0015/801393 l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 Rent prepaid by Licertsee for the remainder of the Agreement Term after the date of termination. 4.3 Except as stated herein, Licensee shall not, without the prior wriffen consent of City, not to be unreasonably withheld, delayed or conditioned, at any time during the Term: (i) add or expand utilities, equipment, antennas and/or conduits to the Wireless Telecommunications Facility beyond what is identified in Exhibits; (ii) sublet any portion of the Wireless Telecommunications Facility or Premises to a third party as set forth in Section 11 below; or (iii) otherwise allow a third party to use the Wireless Telecommunications Facility or Premises as set forth in Section 1l below. Licensee acknowledges that City may withhold consent in its reasonable discretion for any such activities which will materially and adversely impact the Property or the use thereof by City and/or other Licensees, and may require payment of reasonable additional rent as a condition 'of any consent to sublet or otherwise allow a third party to use the Wireless Telecommunications Facility as provided herein. 5. ALTERATIONS AND IMPROVEMENTS. No other alterations, additions or changes shall be made to the Premises unless and until Licensee first obtains City's written approval of such, which approval may be withheld by City in City's sole and absolute discretion; however, City's consent shall not be required for equipment repairs or for replacements with equipment that is of a "like kind" (i.e., substantially the same), provided that in the case of replacement(s), Licensee delivers to City at least ten (10) days' prior written notice of such replacement(s) together with a written explanation as to how the replacementS are "like kind" and proyided, further, that such replacements shall not increase any overall dimension of the Wireless Telecommunications Facility and no additional cabinets, antennas or other additions or expansions shall be permitted. The foregoing shall not affect the obligation of Licensee to,obtain Govemmental Approvals from City in its govemmental capacity, if required under applicable Laws. 6. CONDITIONS OF CONSTRUCTION. 6.1 All work by Licensee on the Premises shall comply with such reasonable rules as City may promulgate in writing from time to time. 6.2 Licensee shall give written notice to City upon commencement of construction. 6.3 Installation and construction of the Wireless Telecommunications Facility shall be accomplished in such a manner that it will not interfere with or be a source of danger to persons or property on or near the Property or surrounding properties. Nor shall installation and constructions interfere with the services provided by the City, resources provided to the City, and/or the City's or public's use of City Property. Licensee may perform and obtain, at Licensee's sole cost and expense, soil borings, percolation tests, engineering procedures, environmental investigation or other tests or reports on, over, and under the Premises, as necessary to determine if Licensee's use of the Premises will be compatible with Licensee's engineering specifications, system, design, operations or 701203 0015/801398 I 6.3.1 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 6.4 Governmental Approvals. Licensee shall obtain all required Governmental Approvals and noti$ City in writing prior to any soil borings, percolation tests, or any other invasive tests on Premises. Licensee shall promptly repair any damage to the Premises and the Property caused by Licensee's tests, inspections and investigations, and restore the Premises and the Property to as good a condition as existed immediately before such damage or alteration occurred. Licensee is responsible for the removal and disposal (in accordance with applicalle law) of any soil resulting from Licensee's tests, inspections and investigations. 6.3.2 The plans and designs for the construction and installation of the Wireless Telecommunications Facility shall be subject to the prior written approval of City. City, in its proprietary capacity, hereby approves the plans and designs for the Wireless Telecommunications Facility attached hereto as Exhibits, and such approval does not substitute for or replace required Governmental Approvals. The determination of whether Licensee's Wireless Telecommunication Facility are in compliance with this Agreement and the plans artd designs shall be made in writing by City. 6.3.3 Any design or installation method which will interfere with or limit City's use of the Property shall be prohibited unless approved in writing in advance by City. City's approval or disapproval of the design or installation of the Wireless Telecommunications Facility shall not alter or diminish any responsibility, liability, or indemnity assumed by Licensee under this Agreement. 6.3.4 Once the construction and installation work has begun, Licensee shall prosecute all construction and installation to completion with due diligence. All work on the Premises shall be performed in a good and workmanlike mzlnner, shall substantially comply with the plans and specifications submitted to City and shall comply with all applicable Laws. LicenSee shall pay for all costs and expenses associated with construction and installation done by Licensee, or on behalf of Licensee, on the Premises as permitted or required by this Agreement. 7. UTILITIES AND SERVICES. Licensee shall make all arrangements for and directly pay for all utilities and services furnished to or used by it, including, without limitation, electricity, gas, water and telephone service (if any), and for all connection charges. Licensee shall install, at Licensee's sole cost and expense, a separate meter for each utility it utilizes. [f Licensee fails to pay when due any charge, lien or expense for any such utility or service, City may in its sole discretion pay the suune, and any amount so paid by City shall be paid by Licensee to City within thirty (30) days after City gives Licensee written demand, including reasonable supporting documentation. *1 7.1 Licensee may, at its expense, and with City's prior written consent and approval, install, operate and maintain a temporary transportable power generator and related transportable fuel storage tank at the Premises. 80t203 0015/801398 l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 8. MAINTENANCE 8.1 Licensee, at its sole cost and expense, shall at all times maintain in good order, condition, cleanliness, and repair, reasonable wear and tear excepted, any improvements made by Licensee pursuant to this Agreement, and the Premises and every pzirt ofthe Premises, including all equipment within the Premises. If Licensee fails to promptly make repairs or maintain any improvements or landscaping, City shall have the right to do so and Licensee shall pay the reasonable cost and expenses thereof within thirty (30) days after written demand with supporting documenta.tion. All maintenance work by Licensee on the Premises shall comply with such reasonable rules as City may promulgate in writing from time to time regarding construction and maintenance in or on the applicable Property and of which Licensee is provided written notice. All maintenance work shall be conducted during the hours of 7 a.m. and 6 p.m. Monday through Friday, and 9 a.m. and 5 p.m. on Saturday, holidays excepted and shall not be unreasonably loud or disruptive. In the event any such routine maintenance is unreasonably loud or disruptive, the City may provide Licensee notice of the same by calling Licensee at 949-587-5500 and Licensee shall cease such unreasonably loud or disruptive maintenance promptly following receipt of notice of the same as set forth in this Section 8.1. When the Licensee must conduct maintenance work on an emergency basis, the Licensee shall notifu the City as soon as reasonably practicable. 8.2 Licensee shall also promptly repair at its sole cost and expense any damage to the Property caused by Licensee or its employees, agents, contractors or sublicensees, and restore the Property to as good a condition as existed immediately before such damage occurred. In the event Licensee fails to repair such damage within thirty (30) days after delivery of City's written notice, City may repair the damage and Licensee shall reimburse the City for such costs within thirty (30) days of delivery of City's written notice, which shall include an invoice and reasonable supporting documentation from the City. 8.3 Notwithstanding any other provision of this Agreement, if Licensee's Wireless Telecommunications Facility creates an imminent and substantial risk of harm to persons or property, City may (but is not obligated to) without advance notice, perform reasonable work to reduce or mitigate such risk of harm; provided, however, City shall notiff Licensee by telephone as soon thereafter as reasonably practicable. In such event, Licensee shall pay the reasonable cost and expenses thereof within thirty (30) days after written demand. 9. INTERFERENCE 9.1 Licensee shall use the Premises in a manner which does not create a danger to, or interfere with, the Property or any use or occupancy of the Property by City, the public, or any other licensee or lessee whose use or occupancy of the Property predates that of Licensee. Licensee shall not do or permit anything to be done in or about the Premises, nor bring or keep anything therein, which will in any way increase the existing rate of or affect any fire or other insurance upon the Property, 901203 00ls/801398 l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 or cause a cancellation of any insurance policy covering the Property or any part of the Property or any of its contents. Licensee shall not cause, maintain or permit any nuisance in, on or about the Property. Licensee shall not commit or allow to be committed any waste in or upon the Premises. Licensee shall not install on the Premises equipment of the type and frequency which will cause harmful interference which is measurable in accordance with then existing industry standards to any equipment of other licensees or users of the Property which existed on the Property prior to the original installation of Licensee's Wireless Telecommunication Facilities or to any equipment of City regardless of location. In the event Licensee desires to add additional equipment to the Premises, after obtaining City's written approval pursuant to Section 6, such additional equipment shall not cause harmful interference with equipment then- existing as of the date of installation of other Licensee s or users of the Property, or any equipment of City regardless oflocation. 9.3 Licensee shall resolve any radio interference caused by Licensee's Wireless Telecommunications Facility to equipment of any other Licensee s or users of Property existing as of the Effective Date, or to equipment of City regardless of location, and shall work in good faith to correct radio interference problems experienced by subsequent Licensee s or users ofProperty. 9.4 In the event any modification of Licensee's Wireless Telecommunications Facility occurring after the initial installation causes such interference, and after City has notified Licensee in writing of such interference, Licensee will promptly take all steps necessary to correct and eliminate the interference, including, without limitation, at Licensee's option, powering down such equipment and later powering up such equipment for intermittent testing. In no event will City be entitled to terminate this Agreement or relocate the equipment as long as Licensee is making a good faith effort to remedy the interference issue. 9.5 The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Section 9 and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specifi c performance. 10. ASSIGNMENT AND SUBLETTING 10.1 Licensee shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Agreement or any interest herein, or any right or privilege to this Agreement, or sublet all or any portion of the Premises, or allow any other person (the employees, agents, servants and contractors of Licensee excepted) to occupy or use the Premises, or any portion thereof, without first obtaining the consent of City, which consent may be withheld in the City's sole and absolute discretion. 9.2 100r203 00r5/80t398 r DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 10.2 Notwithstanding the foregoing, City consent shall not be required if all of the following conditions are satisfied: (a) Licensee delivers to City prior written notice of the applicable transaction together with written evidence that the transaction complies with the following clause (i) such that City's consent is not required. (i) The proposed assignee is (i) a corporation or partnership (a "Parent") having, directly or indirectly, a majority (5loh or greater) ownership interest in Licensee, (ii) a corporation or other entity with which Licensee and/or any Parent may merge or consolidate, (iii) a purchaser of substantially all of the outstanding ownership units or assets of Licensee and/or any Parent, and/or (iv) any transferee of Licensee's Federal Communications Commission cellular license in the market defined by the FCC in which the Properly is located. 10.3 City's consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Neither the City's consent to any subletting or assignment, or any subletting or assignment not requiring consent, shall relieve Licensee from liability under this Agreement. Any assignment, sublicense or transfer shall be subject to all of the terms, covenants and conditions of this Agreement and the assignee, sublessee or transferee shall expressly assume for the benefrt of City the obligations of Licensee under this Agreement by a document reasonably satisfactory to City. 10.4 Any assignment or subletting in violation of this Section l0 shall be void, and shall, at the option of City, constitute a default under this Agreement . 10.5 If City consents to Licensee subletting a portion of the Premises in accordance with this Seetion 10, Licensee may only sublet space in the Licensed Premises. In the event a third party wishes to collocate equipment on Licensee's Wireless Telecommunications Facility, such third party shall be required to enter into an agreement directly with the City for said use. Any sublicense that is entered into shall be subject to and subordinate to the provisions of this Agreement. II. IRESERVEDI 12. ENVIRONMENTAL LIABILITY AND HAZARDOUS SUBSTANCES l2.l Except as described in the lastparagraph ofthis Section 12, Licensee shall not cause or permit any "Hazardous Substances" (as defined below) to be used, stored, generated oi'disposed of, on or in the Property by Licensee, Licensee 's agents, employees, seryants or contractors without first obtaining City's written consent and/or following any and all applicable permitting requirements. 01203 00r5/801398 r 11 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 12.2 If Hazardous Substances are used, stored, generated or disposed of on or in the Premises (including as described in the last paragraph of this Section 12) by Licensee or if the Property becomes contaminated in any manner for which Licensee is legally liable, Licensee shall indemnifu and hold harmless the City Indemnitees from any and all Claims Against City (including, without limitation, a decrease in value of the Property, damages caused by loss or restriction of rentable or usable space, or any damages caused by adverse impact on marketing of the space, and any and all sums paid for settlement of claims, reasonable attorneys', consultant, and expert fees) arising during or after the term of this Agreement and to the extent arising as a result of that contamination, except to the extent caused - by City or City's agents, employees or contractors. This indemnification includes, without limitation, any and all reasonable costs incurred because of any investigation of the site or any cleanup, removal or restoration mandated by a federal, state or local agency or political subdivision. Without limitation of the foregoing, if Licensee causes or permits the presence of any Hazardous Substance on the Property which results in contamination, Licensee shall promptly, at Licensee's sole cost and expense, take any and all necessary actions to retum the applicable Property to the condition existing prior to the presence of any such Hazardous Substance on the Property or as close as reasonably possible to such prior condition and in any event, to a condition which complies with Law and requires no further action or remediation. Licensee shall first obtain City's approval for any such remedial action, which City agrees not to unreasonably withhold, condition or delay. The provisions of this Section 12 shall be in addition to, and does not limit, the obligations set forth in Section 13 of this Agreement, or other obligations and liabilities Licensee may have to City at law or equity and shall survive the expiration or the termination of this Agreement. 12.3 For purposes of this Agreement, the term "Hazardous Substance" means any substance, chemical, pollutant or waste that is hazardous, toxic, dangerous, ignitable, reactive or corrosive and that is regulated by any local government, the State of California, or the United States Government. "Hazardous.Substance" also includes, without limitation, any and all materials or substances that are defined by Law as "hazardous waste," "extremely hazardous waste" or a "hazardous substance." "Hazardous Substance" also includes, but is not limited to, asbestos, polychlorobiphenyls and oil, petroleum and their by-products. 13. INSURANCE AND INDEMNIFICATION 13.1 Insurance Coverages. Without limiting Licensee's indemnification of City, and prior to commencement of any services under this Agreement, Licensee shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below. (a) General liability insurance. Licensee shall maintain commercial general liability insurance with coverage at least as broad as lnsurance Services Office form CG 00 01, in an amount of $2,000,000 per occunence, $4,000,000 general aggregate, for bodily injury, personal injury, and 01203 00ls/801398 r t2 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. (b) Automobile liabilitv insurance. Licensee shall maintain automobile insurance at least as broad as lnsurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Licensee arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount of $1,000,000 combined single limit for each accident. (c) Workers' compensation insurance. Licensee shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of $1,000,000). (d)Self-Insurance. Licensee may self-insure dll the insurance requirements of this Section 13. lnsurance and lndemnification. 13.2 General Insurance Requirements. (a) Proof of insurance. Licensee shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be provided to the City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, cenified copies of all required insurance policies, at any time. (b) Duration of coverage. Licensee shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Licensee, its agents, representatives, employees or subconsultants. (c) Primary/noncontributins. Coverage provided by Licensee shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. (d) Citv's riehts of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is 0r203 00rs/801398 I 13 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, but only after Licensee has had ten (10) business days to cure the non-compliance from.date of such notice from the City, and any premium paid by City will be promptly reimbursed by Licensee or City will withhold amounts sufficient to pay premium from Licensee payments. In the allernative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line lnsurers in the State of Califomia, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. (0 Waiver of subrogation. The commercial general liability, auto liability and workers' compensation insurance policies maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, offrcials, employees and volunteers or shall specifically allow Licensee or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Licensee hereby waives its own right of recovery against City (g) Enforcement of contract provisions (non-estoppel). Licensee acknowledges and agrees that any actual or alleged failure on the part of the City to inform Licensee of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. (i)Notice of cancellation. Licensee shall provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal ofcoverage for each required coverage. Additional insured status. The commercial general liability and auto liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. (k) Separation of insureds. A severability of interests provision must apply under the commercial general liability insurance policy ensuring that c) 01203 00ls/80r398 l t4 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 Licensee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Aeency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Licensee ninety (90) days advance written notice of such change. (m) Timely notice of claims. Licensee shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 13.3 Indemnification. To the full extent permitted by law, Licensee agrees to indemniff, defend and hold harmless the City, its elected and appointed officials, officers, employees, volunteers and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Licensee, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Licensee is legally liable ("Indemnitors"), or arising from Licensee's or lndemnitors' reckless or willful misconduct, or arising from Licensee's or Indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Licensee and shall survive termination or expiration of this Agreement. 14. RESERVATIONS. City reserves (and may grant) such easements through the Property (including the Conduit Easement Areas and the Access Easement Areas) that City deems necessary or desirable, including, without limitation, the right to construct, improve, use, maintain and repair utilities, services, pipes and conduits, so long as such easements do not unreasonably interfere with the use of the Premises by Licensee (except that, in the case of an emergency, City will be entitled to interfere with Licensee 's use to the extent necessary, in City's good faith discretion, to properly address the emergency). 15. RIGHT OF ACCESS l5.l City and City's officers, employees, consultants, and agents shall, upon not less than fony-eight (48) hours prior written notice to Licensee , except in the event of emergency in which case no prior notice shall be required (but City shall notifu Licensee of such access as soon as possible thereafter), have at all reasonable times the right to enter the Premises, in the presence of a Licensee representative, for the (l) 01203 0015/801398 l l5 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 purpose of inspecting the same, posting notices of non-responsibility or any other notices required by Law for the protection of City, doing any work that City is permitted or required to perform under this Agreement, and making any reasonable maintenance or repairs to the Premises that City determines may be required. Any inspection of the Premises shall be performed while in the presence of a Licensee representative provided Licensee makes a Licensee representative available for that purpose. Licensee shall provide City with keys allowing access to any locked portions of the Premises; provided, however, that City shall not be permitted to use such keys to access the Premises except after giving the notice required by this Section l5or unless in the event of an emergency. In conducting its activities on the Premises as allo,wed in this Section 15, City shall use good faith efforts to attempt to minimize the inconvenience, annoyance or disturbance to Licensee, provided that the City shall not be liable therefor. Licensee shall not be entitled to an abatement or reduction of Monthly Rent if City exercises any rights reserved in this Section 15. 15.2 Licensee shall provide to City, and maintain current, an emergency telephone number at which a live person is available twenty-four Q\ hours per day, seven (7) days per week who is capable of causing an immediate response by Licensee in the case of an emergency. The initial emergency contact telephone number is 949- 587-5500, which may be changed by Licensee upon written notice to City. 16. TAXES AND ASSESSMENTS 16.l Licensee shall pay or cause to be paid, before delinquency, my and all taxes, assessments or charges levied and assessed against its interest in the Premises, upon all of Licensee's improvements, equipment, furniture, fixtures, and any other personal property located in or on the Premises, or which may become a lien against the Licensee's interest in the Premises or its property. Licensee shall co-operate with the Los Angeles County Assessor in providing any information necessary for the Assessor to make a property tax determination. 16.2 tf for any reason Licensee's Wireless Telecommunications Facility is assessed for tax purposes as part of the Property, Licensee shall reimburse City for any increase in City's taxes attributable to the value or cost of Licensee.'s Wireless Telecommunications Facility. Reimbursement shall be due thirty (30) days following Licensee's receipt of a written request and reasonable evidence of the increase. 17. LICENSEE'S DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by Licensee: 17.I The vacating or abandonment of the Premises by Licensee; 17.2 The failure by Licensee to make any payment of Monthly Rent or any other payment required to be made by Licensee hereunder, as and when due, where such 01203 0015/801398 l 16 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 failure shall continue for a period of five (5) business days after written notice thereof is given to Licensee by City; 17.3 The failure by Licensee to observe or perform any of the covenants, conditions or provisions of this Agreement to be observed or performed by Licensee, other than described in Section 17.2 above, where such failure shall continue for a period of thirty (30) days after City gives written notice of such failure to Licensee; provided, however, that if the nature of Licensee's default is such that more than thirty (30) days are reasonably required for its cure, then Licensee shall not be deemed to be in default if Licensee commences such cure within such thirty (30) day period and thereafter diligently prosecutes such cure to'completion; or 17.4 The making by Licensee of any general assignment or general arrangement for the benefit of creditors; or unless prohibited by Bankruptcy Law or other paramount Law, the filing by or against Licensee of a petition to have Licensee adjudged a bankrupt, or a petition or reorganization or arrangement under any Law relating to bankruptcy (unless, in the case of a petition filed against Licensee, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Licensee's assets located at the Premises or of Licensee's interest in this Agreement, where possession is not restored to Licensee within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Licensee's assets located at the Premises or of Licensee's interest in this Agreement, where such seizure is not discharged within thirty (30) days. 18. DEFAULT BY CITY. City shall not be in default unless City fails to perform obligations required of City within thirty (30) days after Licensee gives City written notice specifuing wherein City has failed to perform such obligation; provided, however, that ifthe nature of City's obligation is such that more than thirty (30) days are required for performance then City shall not be in default if City commences performance within such thirty (30) day period and thereafter prosecutes the same to completion in good faith. 19. TRESERVEDI 20. REMEDIES ON DEFAULT 20.1 Upon a default, and after receipt of written notice of such default by the defaulting Party, and expiration of the defaulting Party's cure period as provided in this Agreement, the non-defaulting Party may at its option (but without obligation to do so), perform the defaulting Party's duty or obligation on the defaulting Party's behalf, including but not limited to obtaining required insurance policies. The reasoriable costs and expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting Party upon receipt of an invoice from the non-defaulting Party that describes the costs and expenses with particularity. The defaulting Party shall pay to the non-defaulting Party upon demand, the full invoiced amount thereof with interest thereon from the date of payment at the statutory interest rate permitted by California Civil Code Section 3289(b). 01203 00r5/801398 I t7 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 Notwithstanding the foregoing, nothing in this Agreement will be deemed to permit Licensee to withhold or offset rent or any other amounts owed to Licensor. 20.2 In the event of an uncured default by either Pany with respect to a material provision of this Agreement which remains uncured beyond all applicable cure periods, the non-defaulting Party may, in addition to any other remedies which may be available hereunder and all rights described in Califomia Civil Code Section 1951.4, terminate the Agreement and/or pursue any remedy now or hereafter available to the non-defaulting Party under the Laws or judicial decisions of the state in which the Premises are located; provided, however, that the non-defaulting Party shall use reasonable efforts to mitigate its damages in connection with a default by the defaulting Party. 21. LIMITATION OF CITY'S LIABILITY. In no event shall City be liable to Licensee or any of Licensee's officers, partners, affiliates, subsidiaries, customers, lessees, licensees, sublessees, sublicensees, assignees, agents, representatives, contractors, servants, or employees for any lost revenue, lost profits, anticipated profits, penalties of any kind or description, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, or monetary damages of any kind, loss of data, or intemrption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 22. RECONSTRUCTIONAND/ORRELOCATION. 22.1 [n the event Licensee's improvements on the Premises, or the Premises, are damaged by fire or other perils covered by extended coverage insurance, Licensee agrees to repair the damage, and this Agreement shall remain in full force and effect. [n the event the improvements are damaged as a result of any cause other than the perils covered by fire and extended coverage insurance, either Party shall have the option to give notice to the other Party at any time within sixty (60) days after such d.amage, terminating this Agreement as of the date specified in such notice (which date shall be no more than thirty (30) days after the giving of such notice). In the event of giving such notice, this Agreement shall expire and all interest of Licensee in the Premises shall terminate on the date so specified in such notice and the rent, reduced by a proportionate reduction, based upon the extent, if any, to which such damage interfered with the business carried on by Licensee in the Premises, shall be paid up to date of such termination. 22.2 It is understood and agreed that during the term of the Agreement, City may need to redevelop the Property. In the event City redevelops the Property, Licensee agrees that City may require Licensee to relocate the Premises to other locations on the Property, such location being at City's sole and absolute discretion (the "Replacement Premises"); provided, however, the Replacement Premises shall be similar to the current Premises in size and compatible for Licensee's Wireless Telecommunications Facility. Licensee also agrees that it shall cause such relocation to be accomplished within twelve (12) months after City delivers to Licensee written notice from City requesting Licensee to relocate, including 01203 0015i801398 l 18 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 obtaining all Governmental Approvals required for the relocation. Licensee further agrees that any and all costs attributable to such relocation shall be borne and paid for by Licensee; provided, however, in lieu of relocating, Licensee shall have the option of terminating this Agreement by providing City with written notice of its election to do so and removing all component parts of the Licensee's Wireless Telecommunications Facility from the Premises prior to the date City required Licensee to complete the relocation of the Property. Licensee shall be permitted to operate a temporary facility at the Property (e.g., cell on wheels) in a location reasonably approved by City during any such relocation; provided that Licensee has obtained all required Govemmental Approvals. Licensee hereby WAIVES ALL RELOCATION RIGHTS AND BENEFITS UNDER CALIFORNIA LAW IN CONNECTION WITH ANY SUCH RELOCATION OR AGREEMENT TERMINATION. 23. EMINENT DOMAIN. [f all or any part of the Premises shall be taken or appropriated by any authority under the power of eminent domain, either Party shall have the right, at its option, within sixty (60) days after such taking, to terminate this Agreement upon thirty (30) days' notice. If neither Party elects to terminate as herein provided, the rent thereafter to be paid shall be equitably reduced. In the event of any taking or appropriation whatsoever, City shall be entitled to any and all awards and/or settlements that may be given (other than awards for the taking of Licensee 's personal property and/or trade fixtures), and Licensee shall have no claim against City for the value of any unexpired term of this Agreement. 24. NOTICE. Except as otherwise required by Law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) in person, by certified mail, postage prepaid, return receipt requested, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and addressed to the Parties at the addresses stated below, or at such other address as either Party may hereafter notifr the other in writing as aforementioned: Licensee:Southern California Edison Vegetation & Land Management Distribution Acquisitions 2 Innovation Way,2nd Floor Pomona, CA91768 City: City of Rancho Palos Verdes 30940 Hawthome Boulevard Rancho Palos Verdes, CA 90274-5391 With a copy to the City Attorney: Aleshire and Wynder, LLP 18881 Von Karman Ave., Suite 1700 Irvine, CA926l2 0r203 00ls/801398 r 19 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 Service of any such notice or other communications so made shall be deemed effective on the day of actual delivery (whether accepted or refused), as shown by the addressee's return receipt if by certified mail, and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day, then such notice or demand so made shall be deemed effective on the first business day following the day of actual delivery. No communications via facsimile or electronic mail shall be effective to give any notice, request, direction, demand, consent, waiver, approval or other communications under this Agreement unless agreed to in writing by the City. 25. SUCCESSORS. Each and every one of the terms, covenants, and conditions of this Agreement shall inure to the benefit of and shall bind, as the case may be, not only the Parties, but each and every one of the heirs, executors, administrators, successors, assigns, and legal representatives of the Parties; provided, however, that any subletting or assignment by Licensee of the whole or any part of the Premises or any interest therein shall be subject to the provisions ofSection 1l above. 26. HOLDING OVER. If Licensee, with City's written consent, remains in possession of the Premises after expiration or termination of the Agreement Term, such possession by Licensee shall be deemed to be a month-to-month tenancy, terminable on thirty (30) days' written notice given at any time by either Pu.ty, at a monthly rental equal to one hundred fifty percent (150%) of the Monthly Rent in effect immediately prior to expiration or termination. All provisions of this Agreement except those pertaining to rent and term shall apply to the month-to-month tenancy. 27. SURRENDER. City agrees and acknowledges that all ofthe Wireless Telecommunication Facility, including, without limitation, antenna structures, equipment, conduits, fixtures and personal property of Licensee installed or placed by Licensee in the Premises shall remain the pfoperty of Licensee ("Licensee's Property"), and Licensee shall have the right to remove Licensee's Property at any time during the term of this Agreement, whether or not such items are considered fixtures and attachments to real property under applicable laws, provided that Licensee promptly repairs any damage caused by or related to such removal. At the expiration or within ninety (90) days after the earlier termination of the term of this Agreement ("Removal Period"), Licensee shall surrender the Premises to City in the same condition as received unless otherwise agreed to by the City, reasonable wear and tear excepted (and if applicable, with the Licensee's Property removed and all damage caused thereby, or related thereto, repaired, and any foundation removed down to two feet (2') below grade level). [f such Removal Period causes Licensee to remain on the Premises after expiration or earlier termination of this Agreement, the provisions- of Section 26 above shall apply until such time as the removal of the Wireless Telecommunications Facility is completed. If improvements or equipment remain after the Removal Period ends, City may remove and dispose of such improvements, equipment, or both, without liability to Licensee, and repair the Premises. Licensee shall reimburse City for such removal, disposal, and repair within thirty (30) days after written demand from City, including reasonable supporting documentation. The obligations set forth in this Section 27 shall survive the expiration or earlier termination of this Agreement. 01203 0015/801398 I 20 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 28. GENERAL PROVISIONS 28..1 Exhibits. All Exhibits referenced in this Agreement are incorporated as though set forth in full in this Agreement. 28.2 Waiver. The waiver by City or Licensee of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition contained in this Agreement . The subsequent acceptance of Monthly Rent under this Agreement by City shall not be deemed to be a waiver of any preceding default by Licensee of any term, covenant or condition of this Agreement , other than the failure of Licensee to pay the particular rental so accepted, regardless of City's knowledge of such preceding default at the time of the acceptance of such rent. 283 Modification. Any modification or amendment to this Agreement shall be ofno force and effect unless it is in writing and signed by the Parties or their respective successors in interest. 28.4 Joint Obligation. If more than one person or entity comprises Licensee, the obligations hereunder imposed shall be joint and several as to each such person or entity. 28.5 Construction; Captions. The Parties agree that should any of the terms be determined by a court, or in any type of quasi-judicial or other proceeding, to be vague, ambiguous and/or unintelligible, that the same sentences, phrases, clauses or other wording or language of any kind shall not be construed against the drafting party in accordance with Califomia Civil Code Section 1654, and that each Party to this Agreement waives the effect of such statute. The captions and section titles to the sections of this Agreement are not apart of the Agreement and shall have no effect upon the constructionor interpretation of any part of this Agreement . Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. 28.6 Time. Time is of the essence with respect to the performance of this Agreement and each and all of its provisions in which time is a factor. 28.7 Signs. Except fot signs required to be placed on the Premises under applicable Laws, Licensee shall not, without City's prior written approval, install or affix any lighting fixtures, shades, awnings, or decorations (including, without limitation, exterior painting), advertising signs, other signs, lettering, placards or the like, on the improvements made by Licensee , the Premises, or the Property. 28.8 Prior Agreements: Effective Agreement. This Agreement contains all of the agreements of the Parties with respect to the subject matter covered by in this Agreement. All prior and contemporaneous agreements, representations, negotiations, and understandings of the Parties, oral or written, relating to the subject matter covered by this Agreement , are merged intoand superseded by this 01203 00r5/801398 l 2l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 Agreement. This Agreement shall not be effective or binding on any Party until approved by the City Council of the City and fully executed by bothParties. 28.9 lnabilitv to Perform: Force Majeure. The time stated in this Agreement for the performance of any act (other than the payment of money) by either Party shall be extended for the period of time that the Party shall be delayed or prevented from performing by reason of strikes, acts of nature, or any causes beyond the reasonable control ofthe Party ("Force Majeure") claiming the extension (excluding inability to make payments), provided that the Party claiming the extension has notified the other of such delay or prevention within fifteen ( I 5) days of the inception thereof, and has thereafter notified the other Party of the status of such delay or prevention not less often than once every fifteen (15) days. 28.10 Partial Invaliditv. Any provision of this Agreement which shall be held by a court of competent jurisdiction to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof and such other provisions shall remain in full force and effect; plovided, however, in the event a court of competent jurisdiction in a final judicial action determines that any provision providing for the payment of or the amount of Monthly Rent is invalid, void, or illegal, the City in its sole and absolute judgment may, within one-hundred and twenty (120) days of such decision, unilaterally terminate this Agreement by written notice toLicensee. 28.11 Cumulative Remedies. No remedy oi, election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity. 28.12 Compliance with Laws. agrees to comply with all Laws in the exercise of its rights and performance of its obligations under this Agreement . "Laws" or "Law" as used in this Agreement means any and all statutes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, certificates, orders, directives, judgments, decrees, permits, approvals or other applicable requirements of City or other governmental entity or agency having joint or several jurisdiction over the Parties, the Premises, the operations of Licensee on the Premises or having jurisdiction that is applicable to any aspect of this Agreement (including, without limitation, Federal Communications Commission (FCC) Radio Frequency (RF) sign posting requirements, and Federal Communications Commission regulations relating to RF emissions) that are in force on the Effective Date and as they may be enacted, issued or amended during the Agreement Term. City shall be entitled to conduct its own testing and/or not more than once per year, upon forty-five (45) days prior wriffen notice to Licensee, require Licensee to employ the services of an independent R-F Engineer to test RF emission levels affributable to the Wireless Telecommunications Facility and to certifu Licensee's compliance with this Section 28.12. 28.13 Governing Law and Venue. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations, including any non-contractual claims, shall be governed by the domestic law of the State of California, without 01203 0015/801398 I 22 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 regard to its laws regarding choice of applicable law. Any proceeding or action to enforce this Agreement shall occur in the federal court with jurisdiction over Los Angeles County and the state courts located in Los Angeles County, California. 28.14 Estoppel. Each Party agrees to fumish to the other such truthful estoppel information in a form mutually agreeable to the Parties, as the other may reasonably request within forty-five (45) calendar days of the Party's receipt of such request. 28.15' Attorneys' Fees. If legal action is brought by either Party because of a breach of this Agreement or to enforce a provisign of this Agreement, the prevailing party is entitled to recover reasonable attomeys' fees and court costs. 28.16 Survival of Terms. All of the terms and conditions in this Agreement related to payment, removal due to termination or expiration, insurance, indemnification, hazardous substances, limits of City's liability, attorneys' fees and waiver shall survive expiration orearlier termination of this Agreement. 28.17 Authority of Licensee . The person executing this Agreement on behalf oflicensee represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of Licensee, in accordance with the formation and organizational documents of Licensee, and that this Agreement is binding upon Licensee. 28.18 City's Approvals. Neither City's execution of this Agreement nor any consent or approval given by City hereunder in its capacity as City shall waive, abridge, impair or otherwise affect City's powers and duties as a governmental body. Any requirements underthis Agreement that Licensee obtain consents or approvals of City are in addition to and not in lieu of any requirements of law that Licensee obtain governmental approvals or permits. 28.18.lThe City Manager shall have the authority, but not the obligation, to give all consents and approvals on behalf of City. 28.19 No Third Party Beneficiaries. The Parties shall not be obligated or liable under this Agreement to any Party other than each other. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 28.20 Memorandum of Agreement . Concurrently with its execution and delivery of this Agreement , Licensee shall also execute and deliver to City a memorandum of Agreement in the form attached hereto as Exhibit G (duly acknowledged by a notary) which City may then execute and record. Licensee shall, within thirty (30) days following expiration or termination of this Agreement , execute and deliver to City a quitclaim deed and termination of the memorandum of Agreement with respect to the Premises, in recordable form, designating City as transferee. ISTGNATURES ON FOLLOWTNG PAGEI 01203 00r5/801398 l 23 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, A ATTEST: City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Mayor /i,a{'r* William W. Wynder, City Attomey LICENSEE: SOUTHERN EDISON )a Manager Acquisitions & Govemment Lands Address 3"'lH"JiTil?i, Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: l) Chairman rif the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLT'DED AS MAY BE REQUTRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. Title: 01203 00ls/801398 r 24 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the tmthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COLINTY OF LOS ANGELES onfu .1 ,2023beforeme,\&tBgl4S0d@$personally appeared a}ln(S$ene , proved to me on the basis of satisfactory evidence to Ue ttre personQ *tros. nure9[!@ suUscriUea-io ttre *ithin instrument and aclc-nowledged to me that @pftl/.thef executed the same in@prc/tleh authorized capacity(tx), and that by GPbeftW, signature(6) on the instrument the person$, or the entity upon behalf of which the persortf4 acted, executed the instrument. I certifu under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my Signature: ffi. vAilEssAlt{tscaRDtrAs W",,,.iflf,it[:i]H,, OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLATMED BY SIGNER DESCRIPTION OF ATTACHED DOCUIVIENT INDIVIDUAL CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TrTLE(S) PARTNER(S)LIMITED GENERAL!trtrtr ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER NUMBER OF PAGES DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTTTY(rES) SIGNER(S) OTHER THAN NAMED ABOVE 01203 0015/801398 I DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 EXHIBIT A Legal Description of Property 0 r203 00 l s/80 r398 l A-l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 EXHIBIT B Licensed Premises and Site Plans B-l01203 0015/801398 I DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 o o Go I E Eoo 7'-5" ANTENNA MONOPOLE (Arc) ANTENNA (rYP) ENCLOSED GABLE TRAY PROJECT: RECORD REVISION CLLI CODE: RANC9531 : @ I+ BATTERY POWER BOARD MOBILE RADIOS MUX EQUIP. VENT FAN B3 A1 B't vENT GROUND BAR ROOM "S" +CABLE ACCESS (rHnu FLooR) KAM 07 /22/2022 800041106 KAM RANCHO PALOS VERDES CITY HALL C.S. TCN ENG. DATE SOUTHERN CALIFORNIA SAP WO DRAWN COMMUNICATION ROOM FLOOR PLAN (2ND FLOOR, ROOM "S")+sul EDISON' An EDISON INTURNATIONAL@ Company DscElsrzE (11-07-2012) DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 LtG EN D: ANTENNAN'OUNT TYPE,/CABTE SCHEDUTE ffi EXSNNG SOUIHERN CAUFORNIA EDISON ANTENNAS EXISIINC \ERIZON ANTENNAS EXISTING AT&T ANIENNAS IERIZON ANIENNA: 96' (CARRTER) \IERIZON AIiTENNA: 95' (CARRTER) TOP TOP 95' TOP OF TOP OF 95' TOP OF PO]E & CATIflAIJ(: El' - TOP OF _EEIZqL ANIB{N^: -.€4--(CARRTER) BOTTOM OF VERIZON ANIENNA: 8O' (CARRTER)BOTTOM OF BOTIOM OF VERIZON (cARRTER) VERIZON (cARRTER) ANTENT{A: 70' ANTENNA: 68' - TOP OF -.-&I_ ANIENNA: 69, (CARRTER) CENIER OF VERIZON OHr NrAnNlu --Eq-- -'liOP OF CATWALK: 56' BOTTOM .lO'BOTTOM OF AT&T (CARRTER) ANTENNA: -!{- BOTTOr| OF AT&T (cARRTER) ANTENNA: -14- GROUND ELEVATION (REF O.O) MONOPOLE TOWER ELEVATION NOT TO SCALE TXISTING ANTTNNAS SLa (\SPECTRASITE COMTTUNICATIONS PALOS VERDES cA-o226 TOWER ELEVATION SHEET 2 OF 2ilN AEa/',E| P/,lttt gEr,B 6?0 ctx', rc 2?6r, DAIE E.I6.@ iEv.I .D E( DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 SCE CON/Iil ROON/ ROO[/ "S" 2nd FLOOR CITY OFFICES NOTES 1 SCE CON/MUNICATIONS ROON/ IS LOCATED ON THE SECOND FLOOR AT THE SOUTHWEST CORNER OF BUILDING IN ROOIV ,,S,, 2 KEY CAN BE CHECKED OUT AT THE FRONT DESK DURING CITY HALL NORMAL WORKING HOURS 8 AtM - 5 PIV N/_F 33'- 1 0" TOWER 5'-0" i (o I b) A(o -tN(o GENERATOR CIIY EQUIP BUILDING 118'-0" PROJECT SOUTHERN C3LIFORNIA EDISON" (BUILDING) 00-21 0 RANCHO PALOS VERDES CITY HALLREC REV KAM 3-Jr -04 o1 00-5453 EAV RANC9531 scE2srzE (11-20-02)245955-1 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 EXHIBIT C Conduit Easement Area 01203 0015/801398 l c-l DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 EXHIBIT D Access Easement Area 01203 0015/801398 l D-1 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 EXHIBIT E Equipment Specifications 01203 0015/801398 r E-1 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 EXHIBIT F Memorandum of Agreement RECORDTNG REQUESTED BY; AND WHEN RECORDED RETURN TO City of Rancho Palos 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 9027s Attention: [Space Above For Recorder's Use Only] The undersigned declares that this Memorandum of Agreement is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. tVI E IVIORAN DU IVI OF AG RE E tVI E NT THIS MEMORANDUM OF AGREEMENT (this "Memorandum") is dated asof 20-, and is executed by the CITY OF RANCHO PALOS VERDES, a California municipal corporation (:'City"), and SOUTHERN CALIFORNIA EDISON COMPANY, a California Corporation ("Licensee "). RECITALS A. Licensee and City have entered into that certain License Agreement for Installation and Use of Telecommunications Antennas and Supporting Equipment at 30940 Hawthorne Boulevard. Rancho Palos Verdes. CA 90275 (the "Agreement "), pursuant to which City has agreed to license and demise to Licensee, and Licensee has agreed to licens"e and accept from City, portions (the "Premises") of the real property' located in the City of Rancho Palos Verdes, County of Los Angeles, State of California, which real property is described in Exhibit "1" attached hereto and made a part hereof, designated by the Los Angeles County Assessor's Office as Assessor's Parcel Number: 7573-002-913. The Premises is more particularly described in the Agreement. B. Licensee and City now desire to enter into this Memorandum to provide record notice of the Agreement. 01203 00rs/801398 r F-1 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 May 18 23 AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensee and City agree as follows: l. Agreement . City hereby agrees and licenses the Premises to Licensee, and Licensee hereby agrees and accepts the license of the Premises from City, for an initial term of Ten (10) years (with one (l) five ($) year extension options in favor of Licensee ) at the License Fee and upon the other terms and conditions set forth in the Agreement, which terms and conditions are incorporated herein by this reference. 2. Pumose. This Memorandum is prepared for the purposes of recordation only and in no way modifies the terms and conditions of the Agreement. [n the event any provision of this Memorandum is inconsistent with any term or condition of the Agreement, the term or condition of the Agreement shall prevail. 3. Counterparts. This Memorandum may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all ofwhich, taken together, shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Agreement as of the date first written above. CITY:CITY OF RANCHO PALOS VERDES, a California municipal corporation By Ara Mihranian City Manager ATTEST: City Clerk APPROVED AS TO FO.RM: William W. Wynder City Attorney 01203 00t5/801398 I F-2 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 LICENSEE :SOUTHERN CALIFORNIA EDTSON COMPANY, a Califomia corporation By: James , Land Government Lands Date:2223 Title: 01203 0015/801398 r F-3 DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 CALIF'ORNIA ALL.PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the tmthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES on [izlo -7 ,2023 before..,\hfsfia@r&6personally appeared t f,*tS^o proved to me on the basis of satisfactory evidence to be the persor$ whose names([@xg subscribed to trhe within instrument and acknowledged to me that([!*k/@ executed the same in @ed*str authorized capacity(*$, and that by @j$er4heir signature{c) on the instrument the person@, or the entity upon behalf of which the personftf acted, executed the instrument. I certi! under PENALTY OF PERruRY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS Signature:@",Los lngeles Commrssron g VANESSA INES C^RDEXAS Pubhc CaltfonraNot.ry County 2 l8t2E9 Comm 0ec 202525Exprres OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TrTLE(S) PARTNER(S) tr LIMITED f] GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER NUMBEROF PAGES DATE OF DOCUMENT SIGNER IS REPRESENTTNG: (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHERTHAN NAMED ABOVE 01203 00rs/801398 I DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 DocuSrgn Envelope lD 81 835834-ECA7-4A5E-8C71-66363420C688 CERTIFICATION I, MICHAEL A. HENRY, Assistant Secretary of SOUTHERN CALIFORNIA EDISON COMPANY ("Company"), certiff that pursuant to a resolution of the Company's Board of Directors entitled "Delegations of Signature Authority and Authorization of Settlement of Clairns," duly adopted at a meeting of such Board of Directors held on August 26, 2021, which remains in full force and effect, and the Company's internaldelegation entitled "Southern California Edison Company Delegation of ApprovalAuthority 2022- 2023 Transmission and Distribution," James Spence; Senior Manager, has been delegated the authority to execute Real Estate Contracts including but not limited to licenses and easements, for values up to $500,000.00 on behalf of the Company. Dated: January 25,2023 by Secretary SOUTHERN CALIFORNIA EDISON COMPANY DocuSign Envelope ID: 0CE46665-B80D-4E4F-8C37-FEC77EE93DA2 Certificate Of Completion Envelope Id: 0CE46665B80D4E4F8C37FEC77EE93DA2 Status: Completed Subject: Complete with DocuSign: SCE Agreement - Civic Center Ground License.pdf Source Envelope: Document Pages: 38 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Nathan B. Zweizig AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 nathanz@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 5/17/2023 11:35:00 AM Holder: Nathan B. Zweizig nathanz@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Ara Mihranian aram@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 81.145.206.61 Sent: 5/17/2023 11:42:18 AM Viewed: 5/18/2023 10:15:47 AM Signed: 5/18/2023 10:22:38 AM Electronic Record and Signature Disclosure: Accepted: 5/18/2023 10:15:47 AM ID: 43eb55b1-a56b-4592-914b-e2a12eefca60 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk's Office cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 5/18/2023 10:22:39 AM Viewed: 5/18/2023 10:28:37 AM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Vanessa Cardenas vanessa.cardenas@sce.com Security Level: Email, Account Authentication (None) Sent: 5/18/2023 10:22:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Karina Bañales kbanales@rpvca.gov Deputy City Manager City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 5/18/2023 10:22:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/17/2023 11:42:18 AM Certified Delivered Security Checked 5/18/2023 10:15:47 AM Signing Complete Security Checked 5/18/2023 10:22:38 AM Completed Security Checked 5/18/2023 10:22:40 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Ara Mihranian, City Clerk's Office Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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