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NCWPCS MPL 26 - Year Sites Tower Holdings LLC - FY2018-029
License Agreement Between the City of Rancho Palos Verdes,and NCWPCS MPL 26-Year Sites Tower Holdings LLC for Installation of a Wireless Telecommunications Facility on City Owned Private Property This License Agreement for installation and use of a wireless telecommunications facility (this "Agreement") is fully executed as of June 18, 2024 (the "Execution Date"),by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City"), and NCWPCS MPL 26 - YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by and through CCATT LLC, a Delaware limited liability company, its attorney in fact ("Licensee "), referred herein to each as a"Party" and collectively the "Parties." RECITALS A. City owns the real property described in the attached Exhibit A located at Ryan Park, 30349 Hawthorne Boulevard in the City of Rancho Palos Verdes, County of Los Angeles, State of California, and designated by the Los Angeles County Assessor's Office as Assessor's Parcel Number: 7588-018-901 (the "Property"). B. Licensee, as ultimate successor in interest to Los Angeles Cellular Telephone Company, and City entered into that certain License Agreement dated December 2, 1997 (the "Original Agreement"),whereby Licensee licensed use of the Licensed Premises(defined below), all located on the Property, to install and maintain ground-based telecommunication facility equipment (the "Original Agreement"). The term of the Original Agreement (inclusive of the extension periods provided for therein)expired on November 30,2017,which was able to continue through a Holdover clause in the Agreement. C. City and Licensee now desire to enter into a new agreement, retroactive to December 1,2017(the"Effective Date"), on the terms and conditions set forth herein,to authorize Licensee to license the "Licensed Premises," to continue to operate the existing facility (the Wireless Telecommunications Facility, as defined in Section 4.1 below) on the Property, subject to the terms hereof and ongoing compliance with applicable conditions of approval set forth in the City's "Planning Certification Letter for Ryan Park Microcell (L.A. Cellular, 30359 Hawthorne Blvd.)" dated February 5, 1998, and "Planning Certification/Administrative Exception Letter for Robert E. Ryan Community Park Microcell (AT&T) Address: 30359 Hawthorne Blvd" dated September 20, 2023, as corrected on or about June 10, 2024. D. The Wireless Telecommunications Facility consists of existing ground-based equipment within an underground equipment vault on the Property. Although the Wireless Telecommunications Facility is used to serve antennas mounted on a nearby light pole within the Hawthorne Blvd. public right-of-way, it is understood and agreed that the light pole site is not within the scope of this Agreement, and the Premises (as defined herein) will continue to be used solely for the ground-based equipment. / AGREEMENT NOW THEREFORE, this Agreement is entered by and between the City and Licensee effective as of the Effective Date listed above. 01203 0015/918748 7 1 1. PREMISES 1.1 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,"consisting of 158 square feet of ground area(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 28 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. 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, of ingress to and egress from the Licensed Premises, on foot or motor vehicle, including half-ton or less trucks, using the existing Ryan Park driveway depicted in Exhibit B(the"Access Easement Areas"), which driveway takes its access from Hawthorne Blvd. Except in the event of an emergency, Licensee shall be permitted to access the Licensed Premises from 7 a.m. to 7 p.m., Monday through Saturday, holidays excepted. "Emergency" shall mean any event that requires Licensee to immediately gain access to the Licensed Premises to: (i) remain compliant with local, state or federal rules, regulations or statutes; (ii) troubleshoot and/or remedy interrupted, lost, or poor quality service that Licensee reasonably believes is caused by an issue at the Licensed Premises; or (iii) address any incident of fire, flood, weather, failure of power, public emergency,acts of God or other casualty affecting the Licensed Premises. Licensee is not permitted to generate any noise that will interfere or affect the City's operations and public use of City property and shall comply 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 provide notice to Licensee and endeavor to provide alternative access to the Premises to the extent it is necessary for Licensee to perform emergency work during such access area maintenance or repair. 1.4 Premises. The Licensed Premises, Conduit Easement Areas and the Access Easement Areas are collectively referred to herein as the "Premises." 01203 0015/918748 7 2 1.5 No Representations. Licensee hereby accepts the Premises in their current "AS- IS" condition. City makes no representations or warranties, express or implied, regarding the condition of the Property. Licensee takes its interest under this Agreement subject to all matters of record and all title matters as disclosed in a preliminary title report to be obtained by City at Licensee's expense upon or prior to the Execution Date. Licensee will defend, indemnify 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. Licensee shall obtain and/or maintain in writing from the Los Angeles County Flood Control District ("District") all applicable approvals or permissions required by the District, as well as any and all approvals or permissions required by any other holder of an interest in the Premises. City agrees to cooperate at no expense to City with Licensee in City's capacity as a real property owner, in obtaining all such approvals or permissions,provided that City's cooperation shall be limited to signing applications for approvals and permits that require a signature from the owner of the Property. 2. TERM 2.1 Initial Term. The term of this Agreement shall be for five (5) years (the "Initial Term") commencing on December 1, 2017 (the "Effective Date"). License payments required under Section 3 below shall commence on the Effective Date. 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 five ,(5) additional five (5) year terms unless Licensee or City terminates it at the end of the then current term by giving the other Party-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 pursuant to Section 27 below: 3. 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 One Thousand Seven Hundred and 00/100 Dollars ($1,700.00) per month on or before the first (1st) day of each calendar month, commencing on the Effective Date, provided, however, City and Licensee acknowledge and agree that the initial Monthly Rent payments for the period retroactive from the Effective Date to the Execution Date shall be paid by 01203 0015/918748 7 3 Licensee to City within sixty (60) days following the full execution of this Agreement. 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 annual increases,as provided in Section 3.2 below, and to adjustment based on the rent Licensee paid pursuant to the holdover provisions of the Original Agreement from the Effective Date to the Execution Date as provided in Section 3.3 below. 3.2 Annual Adjustment. Beginning on the first, day of the month in which the first anniversary of the Effective Date occurs and on the first day of the month of each subsequent anniversary of the Effective 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%. 3.3 Retroactive Rents. For purposes of clarifying retroactive and annual rent adjustments, payments shall be made as follows: Monthly Retroactive Retroactive Amount Period Rent Monthly Received Rate Owed 12/1/2017-11/30/2018 $505.40 $1,700.00 $14,335.20 12/1/2018-11/30/2019 $530.67 $1,785.00 $15,051.96 12/1/2019-11/30/2020 $557.20 $1,874.25 $15,804.60 12/1/2020-11/30/2021 $585.06 $1,967.96 $16,594.80 12/1/2021-11/30/2022 $614.31 $2,066.36 $17,424.60 12/1/2022— 11/30/2023 $645.03 $2,169.68 $18,295.80 12/1/2023—6/30/2024 $677.28 $2,278.16 $11,206.16 Total: $108,713.12 Period Monthly Rent Due 7/1/2024-11/30/2024 $2,278.16 Ongoing Then-current Monthly Rent x 105% on each Adjustment Date 3.4 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 Ten Thousand Dollars ($10,000) ("Administrative Fee") to reimburse 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 in its governmental body capacity for Governmental Approvals (defined herein). Licensee shall pay all applicable fees and taxes related to any Governmental Approvals. In the event this Agreement is terminated prior to the expiration of the Initial Term or any Extended 'Term, 01203 0015/918748 7 4 Licensee shall not be entitled to a refund or credit of any portion of the Administrative Fee. 3.5 Payment. Licensee shall make all payments due under this Agreement payable to the City by mail to City of Rancho Palos Verdes, Attn: Department of Finance,, 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 or at such other address or to such other persons as City may from time to time designate in writing at least sixty (60) days prior to any Monthly Rent payment date. 3.6 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 (10th) 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 29.13 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. 4. USE; APPROVALS; REQUIRED IMPROVEMENTS; TERMINATION. 4.1 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 Licensed 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 half-ton 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 and maintaining 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 purpose of maintaining and operating Licensee's Wireless Telecommunications Facility, and for no other use("Permitted Use"). 4.1.1 "Wireless Telecommunications Facility" means those certain existing permitted ground-based equipment and structures on the Licensed Premises, such as air conditioned equipment shelters and base station equipment, cable, wiring, power sources (including emergency back-up batteries), related equipment and structures, and walls and fencing, 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 01203 0015/918748 7 5 absolute discretion and which shall require a duly approved and executed written amendment to this Agreement, except as otherwise provided in Section 6 below. 4.1.3 Licensee shall install the improvements described in the Exhibits at Licensee's sole cost and expense. 4.1.4 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 (e) Any and all antennas,and antenna support structures associated with any portions of Licensee's Wireless Telecommunications Facility visible from the adjacent public right of way or from any other public area, and as the Wireless Telecommunications Facility that may be modified pursuant to Section 6, shall be of a "stealth" design in conformance with Laws utilizing natural colors, and/or camouflaged and approved in writing, in advance, by the City. Any approved design shall include use of material colorings providing not less than twenty (20) years of natural color fast quality. To ensure compliance with this requirement and in addition to the maintenance requirements set forth in Section 9 below, not more than once every five (5) years, City may require Licensee to repaint or otherwise re- color the antennas and supporting structure associated with any portion of the Wireless Telecommunications Facility visible from any public place, so as to match the original color(s), 'and to replace or repair any stealthing or camouflaged material that is missing, discolored, or otherwise in poor maintenance to its original quantity and quality. City in its proprietary capacity hereby approves the design of the Licensed Premises described and depicted in the Exhibits attached hereto. 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 other person or entity. 4.2 Licensee shall obtain and maintain all governmental 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 use 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 Governmental Approvals,provided that City's cooperation shall be limited to signing applications for Governmental Approvals that require a signature from the owner of the 01203 0015/918748 7 6 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.Notice of Licensee's exercise of its right to terminate shall be given to City in writing in accordance with Section 25 below, and shall be effective as set forth in Section 25,or upon such later date as designated by Licensee. All rents paid to said termination date shall be retained by City. 4.3 Except as stated herein, Licensee shall not, without the prior written 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; or (iii) otherwise allow a third party to use the Wireless Telecommunications Facility or Premises. 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. PERFORMANCE AND REMOVAL BOND. In order to secure the performance of its obligation under this Agreement,Licensee shall provide the following security interest to the City: 5.1 Performance and Removal Bond Required. Prior to the commencement of any construction, installation, maintenance or repair work on Premises, or within sixty (60) days of the Execution Date, whichever is earlier, Licensee shall pay for and provide City with a Bond, in a form approved by the City Attorney, and naming City as obligee in an amount equal to Sixty Thousand Dollars ($60,000), to guarantee and assure Licensee's faithful performance of Licensee's obligations under this Agreement, including without limitation, removal obligations and payment of the Monthly Rent(the "Bond"). 5.1.1 The amount of the Bond shall be subject to an increase every two (2)years, which increase will be determined by the City Engineer in his or her reasonable discretion. 5.1.2 The Bond shall be solely for the protection of Licensor, conditioned upon the faithful performance of the required construction, maintenance and removal work. Bonds shall be executed by an "admitted surety insurer," as defined in Code of Civil Procedure Section 995.120, authorized to do business in the State of California and reasonably acceptable to Licensor. 01203 0015/918748 7 7 5.1.3 The Bond is conditioned upon the performance by Licensee of all the terms and conditions of this Agreement and upon the further condition that if Licensee fails to comply with any terms or conditions governing this Agreement, there shall be recoverable jointly and severally from the principal and surety of the Bond any damage or loss suffered by City as a result, including the full amount of any compensation, or costs of removal or abandonment of Licensee's property, plus costs and reasonable attorneys' fees up to the full amount of the Bond. a 5.1.4 Such Bond shall remain in effect until all of the following have first occurred: (i) this Agreement has been terminated or expired and (ii) Licensee has complied with all removal and restoration requirements set forth in Section 28 of this Agreement. 5.2 City's Right to Draw on Bond. After City provides written notice and following any applicable cure periods, City shall have the right to draw on the Bond in the event of an uncured default or breach by Licensee or in the event Licensee fails to meet and fully perform any of its obligations under this Agreement. If the Bond is drawn upon, all of City's reasonable costs of collection and enforcement of the provisions relating to the Bond that are specified in this Section, including reasonable attorneys' fees and costs,may be recovered from the Bond. 5.3 Restoration of the Bond. Licensee must deposit a sum of money or a replacement instrument sufficient to restore the Bond to its original amount within thirty (30) days after notice from City that any amount has been recovered from the Bond. Failure to restore the Bond to its full amount within thirty (30) days will constitute a breach of a material condition of this Agreement. 5.4 Required Endorsement. The Bond is subject to the reasonable approval of City's risk management and must contain the following endorsement: "This bond may not be canceled until sixty (60) days after receipt by City of Rancho Palos Verdes, by registered mail, return receipt requested, of a written notice of intent to cancel or not to renew." 5.5 Reservation of Rights. The rights reserved by City with respect to the performance Bond are in addition to all other rights and remedies City may have under this Agreement or any other law. 6. ALTERATIONS AND IMPROVEMENTS. No other alterations, replacements, modifications, additions or changes shall be made to the Premises or the Wireless Telecommunication Facility 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, and which shall require a duly approved and executed written amendment to this Agreement. Notwithstanding the foregoing,City's consent shall not be required for equipment repairs,replacements or maintenance if those actions do not involve whatsoever any expansion, alteration, enlargement, intensification, reduction, or augmentation of the Wireless Telecommunications Facility or for replacements with 01203 0015/918748 7 8 equipment that is of a"like kind" (i.e., substantially the same, and with no increase to any overall dimension of the Wireless Telecommunications Facility nor any additional cabinets, antennas or other additions or expansions), 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 the City Manager or designee, in its reasonable discretion and without unreasonable delay, concurs that the replacements are "like kind". The foregoing shall not affect the obligation of Licensee to obtain Governmental Approvals from City in its governmental capacity, if required under applicable Laws. 7. CONDITIONS OF WORK ON THE PREMISES. 7.1 All work by Licensee on the Premises and/or the Wireless Telecommunications Facility shall conform with the generally accepted standard of care for performing such work, including reasonable rules as City may promulgate in writing from time to time (without limitation as to compliance with all applicable laws and regulations). 7.2 Licensee shall give written notice to City upon commencement of any alteration or improvement work on the Premises and/or the Wireless Telecommunications Facility. 7.3 Any alteration and/or improvement work on the Premises and/or the Wireless Telecommunication Facility shall be accomplished in such a manner that it will not materially interfere with or be a source of danger to persons or property on or near the Property or surrounding properties. Nor shall installation .and/or construction materially 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. 7.3.1 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 Governmental Approvals. Licensee shall obtain all required Governmental Approvals and notify City in writing prior to any soil borings, percolation tests, or any other invasive tests on the 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 applicable law) of any soil resulting from Licensee's tests, inspections and investigations. 7.3.2 The plans and designs for any alteration and/or improvement work on the Premises and/or the Wireless Telecommunications Facility shall be subject to the prior written approval of City,except as otherwise provided in Section 6. City, in its proprietary capacity, hereby approves the plans and designs 01203 0015/918748 7 9 for the Wireless Telecommunications Facility attached hereto as the Exhibits, and such approval does not substitute for or replace required Governmental Approvals. The determination of whether Licensee's Wireless Telecommunication Facility is in compliance with this Agreement and the plans and designs shall be made in writing by City in its proprietary capacity, as well as in its governmental capacity for any Governmental Approvals required to be obtained from City for the work., 7.3.3 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 or any modification thereto shall not alter or diminish any responsibility, liability, or indemnity assumed by Licensee under this Agreement. 7.3.4 During any alteration or improvement period, if deemed necessary by the City Manager or designee, Licensee shall provide temporary chain-link fencing of at least six (6) feet in height around the Licensed Premises. Licensee shall be permitted to temporarily store materials and equipment necessary for any approved alteration or improvement work near the Premises at a location and area to be determined by the City Manager or designee in his or her reasonable discretion based on (i) the scope of the approved work, (ii) the needs of the City, Licensee, and the users of the relevant property(ies) (including the public), and (iii) public safety considerations, for a period of time to be determined by the City Manager or designee in his or her reasonable discretion,but not to exceed the amount of time necessary for Licensee, acting promptly and diligently, to complete the work, and commencing no sooner than the date Licensee commences work at the Licensed Premises. 7.3.5 Once any approved construction and/or installation work has begun, Licensee shall prosecute all construction and installation to completion with due diligence. 7.3.6 All work on the Premises shall be performed in a good and workmanlike manner, 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. 8. 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. If 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 same, and any amount so paid by City shall be paid by Licensee to City within 01203 0015/918748 7 10 thirty (30) days after City gives Licensee written demand, including reasonable supporting documentation. 8.1 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. 9. MAINTENANCE 9.1 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 every part of the Premises, including all equipment within the Premises.If Licensee fails to promptly make repairs or maintain any improvements or related 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 documentation. 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 Property and of which Licensee is provided written notice. All non-emergency maintenance work shall be conducted during the hours of 7 a.m. to 7 p.m. Monday through 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 866-482-8890 and Licensee shall cease such unreasonably loud or disruptive maintenance promptly following receipt of notice of the same as set forth in this Section 9.1. When Licensee must conduct maintenance work on an emergency basis, Licensee shall notify the City as soon as reasonably practicable. 9.2 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. 9.3 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 notify 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. 01203 0015/918748 7 11 10. INTERFERENCE 10.1 Licensee shall use the Premises in a manner which does not create a danger to, or significantly or measurably 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 Licensee knows or has reason to know will in any way increase the existing rate of or affect any fire or other insurance upon the Property, 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. 10.2 Licensee's Wireless Telecommunications Facility existing as of the Effective Date of this Agreement shall not cause harmful interference which is measurable in accordance with existing industry standards to any equipment of other licensees or users of the Property which existed on the Property prior to the effective date of the Original Agreement or to any equipment of City regardless of location; provided such equipment operates within Federal Communications Commission regulations. Licensee shall not install on the Premises"like-kind"replacement equipment of the type and frequency which will cause harmful interference which is measurable in accordance with applicable industry standards to any equipment of other licensees or users of the Property which existed on the Property prior to the Effective Date of this Agreement 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 (including a duly approved and executed written amendment to this Agreement if applicable), such additional equipment shall not cause harmful interference with equipment then-existing as of the date of installation of other licensees or users of the Property, or any 'equipment of City regardless of location. 10.3 Prior to commencing full operation of Licensee's Wireless Telecommunications Facility following any modifications, as the Wireless Telecommunications Facility exist or may be permitted to exist pursuant to this Agreement, Licensee shall conduct radio interference testing and resolve any interference caused to equipment of other licensees or users of the Property, or to equipment of City regardless of location. Thereafter, Licensee shall resolve any radio interference caused by Licensee's Wireless Telecommunications Facility to equipment of any other licensees or users of Property existing as of the applicable dates set forth in Section 10.2 above, or to equipment of City regardless of location, and shall work in good faith to correct radio interference problems experienced by subsequent licensees or users of Property. 10.4 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 01203 0015/918748 7 12 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. 10.5 The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Section 10 and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. 11. ASSIGNMENT AND SUBLETTING 11.1 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 (in accordance with Section 11.5 below), 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 not be unreasonably withheld, conditioned or delayed, and complying with the provisions of this Section 11. 11.2 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 (51% 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 license in the market defined by the FCC in which the Property is located. 11.3 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 benefit of City the obligations of Licensee under this Agreement by a document reasonably satisfactory to City. 01203 0015/918748.7 13 11.4 Any assignment or subletting in violation of this Section 11 shall be void,and shall, at the option of City, constitute a default under this Agreement. 11.5 If City consents to Licensee subletting a portion of the Premises in accordance with this Section 11, 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. 12. 'RESERVED] 13. ENVIRONMENTAL LIABILITY AND HAZARDOUS SUBSTANCES 13.1 Licensee shall not cause or permit any"Hazardous Substances"(as defined below) to be used, stored, generated or disposed of on or in the Property by Licensee or Licensee's agents, employees, servants or contractors. 13.2 If Hazardous Substances are used, stored, generated or disposed of on or in the Premises in violation of this Section 13, or if the Property becomes contaminated in any manner for which Licensee is legally liable, Licensee shall indemnify 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 return 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 13 shall be in addition to, and does not limit, the obligations set forth in Section 14 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. 01203 0015/918748 7 14 13.3 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. 14. INSURANCE AND INDEMNIFICATION 14.1 Insurance Coverages. Without limiting Licensee's indemnification of City, and prior to commencement of any services under this Agreement,Licensee shall carry, provide and maintain at its own expense during the term of this Agreement,policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Licensee shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and 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 liability insurance. Licensee shall maintain automobile insurance at least as broad as Insurance 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 not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Licensee shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Licensee agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers' compensation insurance. Licensee shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). 01203 0015/918748 7 15 (e) Subcontractors. Subcontractors shall provide insurance in accordance with Licensee's qualified vendor insurance requirements, as further detailed in Section 14.2(1) below. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B." 14.2 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 approved by 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 review complete, copies of all required insurance policies, upon request at a location mutually agreeable to both Parties. (b) Duration of coverage. Licensee shall carry 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/noncontributing. 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) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary 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 alternative,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 Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in 01203 0015/918748.7 16 accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, 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. Licensee shall at its own expenses handle and settle any claims initiated from its subconsultants or their insurance carriers against the City arising from the Wireless Telecommunications Facility. (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. City reserves the right, no more than once every five (5) years, to require reasonable increases in the commercial general liability limits and umbrella liability limits identified above, which increases shall be reflective of then-current industry exposures. City shall exercise such right by providing written notice thereof to Licensee, in which event Licensee shall become compliant within thirty (30) days after receipt of written notice of the subject increases to such limits. (i) Notice of cancellation. Licensee agrees to oblige its insurance agent or broker and insurers to 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 of coverage for each required coverage. (j) Additional insured status. General liability 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. This provision shall also apply to any excess/umbrella liability policies. (k) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Licensee's insurance shall apply separately to each insured against whom claim is made or suit is brought, 01203 0015/918748 7 17 except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (1) Pass through clause. Licensee agrees to ensure that each of its subconsultants, subcontractors, and any other party who is brought onto the Premises or involved in the Wireless Telecommunication Facility by Licensee, provides insurance in accordance with Licensee's qualified vendor insurance requirements, as submitted by Licensee and approved by City's Risk Management prior to the Execution Date (and as may be modified subject to Risk Management approval based on re-submittal by Licensee from time to time). Licensee agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided. Licensee agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (m) Agency's right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Licensee ninety(90)days advance written notice of such change. If such change results in substantial additional cost to the Licensee, the City and Licensee may renegotiate the Monthly Rent. (n) Self-insured retentions. Any self-insured retentions must be declared to City. (o) 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 Licensee's performance under this Agreement, and that involve or may involve coverage under any of the-required liability policies. (p) Additional insurance. Licensee shall also carry and maintain,at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 14.3 Indemnification. To the full extent permitted by law, Licensee agrees to indemnify, 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, proceedings, claims, damages to persons or property, losses, costs, fees, 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 Wireless Telecommunications Facility or 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 indemnitors' reckless or willful misconduct, or arising from Licensee's or indemnitors' negligent performance of, failure to perform, or 01203 0015/918748 7 18 violation of any term, provision, covenant or condition of this Agreement or applicable law, 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. 15. 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). 16. RIGHT OF ACCESS 16.1 City and City's officers, employees, consultants, and agents shall, upon not less than seventy-two (72)hours prior written notice to Licensee, except in the event of emergency in which case no prior notice shall be required (but City shall notify 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 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, excluding Licensee's equipment shelter; 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 16 or unless in the event of an emergency. In conducting its activities on the Premises as allowed in this Section 16, 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 16. 16.2 Licensee shall provide to City, and maintain current, an emergency telephone number at which a live person is available twenty-four (24) 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 800- 788-7011, which may be changed by Licensee upon written notice to City. 17. TAXES AND ASSESSMENTS 17.1 Licensee shall pay or cause to be paid, before delinquency, any and all taxes, assessments or charges levied and assessed against its interest in the Premises,upon 01203 0015/918748 7 19 all of Licensee's improvements, equipment, furniture, fixtures, and any other Licensee 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; provided that Licensee reserves the right to challenge any such assessment. 17.2 If 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 directly 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, provided the request is made within applicable statute of limitations periods. 18. 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: 18.1 The vacating or abandonment of the Premises by Licensee; provided that Licensee shall not be deemed to abandon or vacate if Licensee continues to pay the Monthly Rent and otherwise comply with the provisions of this Agreement; 18.2 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 failure shall continue for a period of fifteen (15) business days after written notice thereof is given to Licensee by City; 18.3 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 18.2 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 18.4 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 01203 0015/918748 7 20 Licensee's interest in this Agreement, where such seizure is not discharged within thirty(30) days; or 18.5 A violation of Section 11 above (as stated in Section 11.4). 19. 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 specifying wherein City has failed to perform such obligation;provided,however,that if the 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. 21. REMEDIES ON DEFAULT 21.1 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 reasonable 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). Notwithstanding the foregoing,nothing in this Agreement will be deemed to permit Licensee to withhold or offset Monthly Rent or the Administrative Fee owed to Licensor except as stated in Sections 3.1 and 3.3. 21.2 In the event of an uncured default by either Party 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 California Civil Code Section 1951.4, terminate this 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. 22. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any of its officers, partners, affiliates, subsidiaries, customers, lessees, licensees, sublessees, sublicensees, assignees, agents, representatives, contractors, servants, or employees for any incidental,punitive,indirect,special or consequential damages,including lost revenue,lost profits, anticipated profits,penalties of any kind or description, loss of technology, rights or services, loss of data, or interruption 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. 01203 0015/918748 7 21 23. RECONSTRUCTION AND/OR RELOCATION. 23.1 In 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. In 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 damage, 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. 23.2 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 and City issues all Governmental Approvals required from City 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 Governmental Approvals. Licensee hereby WAIVES ALL RELOCATION RIGHTS AND BENEFITS UNDER CALIFORNIA LAW IN CONNECTION WITH ANY SUCH RELOCATION OR AGREEMENT TERMINATION. 24. EMINENT DOMAIN. If City receives notice of a proposed taking by eminent domain of any part of the Premises, City will notify Licensee of the proposed taking within fifteen (15) days of receiving said notice. If 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 01203 0015/918748 7 22 Licensee's personal property and/or trade fixtures and Licensee's removal and/or relocation expenses for the Wireless Telecommunication Facility), and Licensee shall have no claim against, City for the value of any unexpired term of this Agreement. 25. 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, (b) 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 notify the other in writing as aforementioned: Licensee: NCWPCS MPL 26—Year Sites,Tower Holdings LLC Legal Department Attn: Network Legal 1208 S. Akard Street Dallas, TX 75202-4206 With a copy to: CCATT LLC Attn: Legal—Real Estate Department 2000 Corporate Drive Canonsburg, PA 15317 City: City of Rancho Palos Verdes Attn: City Manager 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90274-5391 With a copy to: Aleshire and Wynder, LLP 3701 Wilshire Blvd, Suite 725 Los Angeles, CA 90010 Attn.: City Attorney, City of Rancho Palos Verdes 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. 26. 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 01203 0015/918748 7 23 of the whole or any part of the Premises or any interest therein shall be subject to the provisions of Section 11 above. 27. HOLDING OVER. If Licensee 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 Party, at a monthly rental equal to one hundred twenty-five percent(125%)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. 28. SURRENDER. City agrees and acknowledges that all of the 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 property 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). If such Removal Period causes Licensee to remain on the Premises after expiration or earlier termination of this Agreement, the provisions of Section 27 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 arid 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 28 shall survive the expiration or earlier termination of this Agreement. 29. GENERAL PROVISIONS 29.1 Recitals. The Recitals set forth above are incorporated into this Agreement. 29.2 Exhibits. All Exhibits referenced in this Agreement are incorporated as though set forth in full in this Agreement. 29.3 Waiver. The waiver by City or Licensee of a breach 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. 01203 0015/918748 7 24 29.4 Modification. Any modification or amendment to this Agreement shall be of no force and effect unless it is in writing and signed by the Parties or their respective successors in interest. 29.5 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. 29.6 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 California 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 a part of the Agreement and shall have no effect upon the construction or 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. 29.7 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. 29.8 Signs. Except for 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. 29.9 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 into and superseded by this 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 both Parties. 29.10 Inability 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 of the 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(15) 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. 01203 0015/918748 7 25 '29.11 Partial Invalidity. 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; provided, 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 to Licensee. 29.12 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity. 29.13 Compliance with Laws. The Parties agree 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 applicable statutes, constitutions, ordinances, resolutions, regulations,judicial decisions, rules, tariffs, administrative orders, certificates, orders, directives,judgments, decrees, permits, approvals or other applicable requirements of City in its governmental capacity 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 written notice to Licensee,require Licensee to employ the services of an independent RF Engineer to test RF emission levels attributable to the Wireless Telecommunications Facility and to certify Licensee's compliance with this Section 29.13. 29.14 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 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. 29.15 Estoppel. Each Party agrees to furnish 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. 29.16 Attorneys' Fees. If legal action is brought by either Party because of a breach of this Agreement or to enforce a provision of this Agreement, the prevailing party is entitled to recover reasonable attorneys' fees and court costs as determined by a court of competent jurisdiction,. 01203 0015/918748 7 26 29.17 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 or earlier termination of this Agreement. 29.18 Authority of Licensee. The person executing this Agreement on behalf of Licensee 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. 29.19 City's Approvals. Neither City's execution of this Agreement nor any consent or approval given by City hereunder in its capacity as property owner shall waive, abridge, impair or otherwise affect City's powers and duties as a governmental body. Any requirements under this 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. 29.19.1 The City Manager shall have the authority, but not the obligation, to give all consents and approvals on behalf of City. 29.20 No Third Party Beneficiaries. The Parties acknowledge and agree there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 29.21 Memorandum of Agreement . Concurrently with its execution and delivery of this Agreement, the Parties shall also execute and deliver to Licensee a memorandum of Agreement in the form attached hereto as Exhibit E (duly acknowledged by a notary) which Licensee 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. [SIGNATURES ON FOLLOWING PAGE] 01203 0015/918748 7 27 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 mud-':al o ••ration John C � ,.hank, Mayor ATTEST: ores, _ . :oka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP 7 IP - •;) ‘ E na Gerli, City Attorney LICENSEE: NCWPCS MPL 26—YEAR SITES.TOWER HOLDINGS LLC, a Delaware limited liability company By: CCATT LLC, a Delaware limited liability company Its: Att.l ey 'n Fact BY I / LI/ l _' ame: r e*ert Title: Mgr �� al Estate By: timuutn,at Name: Amand - Gray Title: Mgr Real Estatiz Address: O2-o kthj F' Q ! 4-lbus-fon , T1O2'/ 01203 0015/918748 7 28 EXHIBIT A Legal Description of Property A PARCEL OF LAND LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, WITH A SITUS ADDRESS OF 30349 HAWTHORNE BOULEVARD, RANCHO PALOS VERDES, CA, 90275,CURRENTLY OWNED BY THE CITY OF RANCHO PALOS VERDES, HAVING A TAX ASSESSOR NUMBER OF 7588-018-901 AND BEING THE SAME PROPERTY MORE FULLY DESCRIBED AS L A CO ASSESSOR MAP NO 51 LOT COM N 47 24'51"E 330.73 FT AND NE ON A CURVE CONCAVE TO NW(R=500 FT)301.22 FT AND N 77 06'08" W 50 FT FROM NE TERMINUS OF A COURSE IN SE LINE OF LOT 84 HAVING LOTS 77 AND LOT 84 AND DESCRIBED IN DOCUMENT NUMBER 431558 RECORDED 04/27/1982. 01203 0015/918748 7 A-1 EXHIBIT B Licensed Premises and Site Plans 01203 0015/918748 7 B-1 EXHIBIT C Conduit Easement Area (highlighted line below) ►r EX►ST►YC MAT rEIS•S►G}] EXlS*!IC AIrEMM&('LLP►4i L*(T FOIE Q�g(9pTy amainDIVING Obi o► THE txsnEl MTh SE`TOR) • .1 r� j arsTw;. ' 1' l' j �Fl\-\ oavc w,. i` —Otfs1» W w R rsVw o• conalut PA: 0 (2)EXT TIYc CEY COOP.40.'SN 'it ill EXSYNG Vv CP41441 (tYa) 01203.00 1 5/9 1 8748.7 C-1 EXHIBIT D Equipment Specifications 01203 0015/918748 7 D-1 EXHIBIT E Memorandum of Agreement [See Following Page] 01203 0015/918748 7 E-1 RECORDING REQUESTED BY; AND WHEN RECORDED RETURN TO City of Rancho Palos 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 Attention: C%c CtE2k.. Pb kAi Welt( P.V [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. MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT (this "Memorandum") is dated as of Su at, ,' , 20?4, and is executed by the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City"), and NCWPCS MPL 26 - YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by and through CCATT LLC, a Delaware limited liability company, its attorney in fact ("Licensee"). RECITALS A. Licensee and City have entered into that certain Agreement effective December 1, 2017 (the "Agreement"), pursuant to which City has agreed to license to Licensee, and Licensee has agreed to license 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: 7588-018-901 (the "Property"). 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. 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: 01203 0015/918748 7 E-2 1. 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 five (5) years (with five (5) five (5) 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. Purpose. This Memorandum is prepared for the purposes of recordation only and in no way modifies the terms and conditions of the Agreement. In 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 of which,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 ECHO ERDES, a Califo pia mun'.`ip al o� ��ora on By: 7 1, -I- City Manager ATTEST: 46, City Cletk APPROVED A 0 FORM: Elena Gerli City Attorney 01203 0015/918748 7 E-3 z CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 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 truthfulness,accuracy,or validity of that document. State of California County of 1,,o5 AIA,CyLVIZ ZW u ` v 191i c On q 2 U. before me, � alllSeViTOMIIII 'GtDate Here lnseName and Title the Officer personally appeared P 'rck kttaie P Y PP Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person, 'whose namefis/'subscribed to the within instrument and acknowledged to me that he/ ilie./tjxrc executed the same in his/Ixertise authorized capacityliper and that by his/V/t'r signature'on the instrument the person'or the entity upon behalf of which the person/acted, executed the instrument. ++ _ I certify under PENALTY OF PERJURY under the �.�•:.�.`�f NA'HA$BE4J IN�NEIZIG laws of the State of California that the foregoing �; Notary public•California paragraph is true and correct. i !e'er: ,: Los Angeles County i$ Commission#2444051 l.�o�"jj4MYCornrnxPiresAPri12o21 WITNESS my hand and official seal. *-W--n 4 t .11C--)-- - -IV'' 44 Signature Place Notary Seal and/or Stamp Above Signature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer— Title(s): 0 Corporate Officer— Title(s): ❑ Partner— 0 Limited 0 General ❑ Partner— 0 Limited 0 General ❑ Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact ❑ Trustee 0 Guardian or Conservator ❑ Trustee 0 Guardian or Conservator ❑ Other: 0 Other: Signer is Representing: Signer is Representing: ©2019 National Notary Association LICENSEE: NCWPCS MPL 26 - Year Sites Tower Holdings LLC, a Delaware limited liability company By: CCATT LLC, a Delaware limited liability company Its: Attorney In Fact By: Name: Title: Date: State of Texas County of Before me, , a Notary Public, on this day personally appeared of CCATT LLC, a Delaware limited liability company, as Attorney in Fact for NCWPCS MPL 26 -YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company, known to me (or proved to me on the oath of or through driver's license, state id card,resident id card,military id card, or passport) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she/he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this day of , 20 • (Personalized Seal) Notary Public's Signature 01203 0015/918748 7 E-5 EXHIBIT"1" Legal Description of the Property A PARCEL OF LAND LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, WITH A SITUS ADDRESS OF 30349 HAWTHORNE BOULEVARD, RANCHO PALOS VERDES, CA, 90275,CURRENTLY OWNED BY THE CITY OF RANCHO PALOS VERDES, HAVING A TAX ASSESSOR NUMBER OF 7588-018-901 AND BEING THE SAME PROPERTY MORE FULLY DESCRIBED AS L A CO ASSESSOR MAP NO 51 LOT COM N 47 24'S 1" E 330.73 FT AND NE ON A CURVE CONCAVE TO NW(R=500 FT)301.22 FT AND N 77 06'08" W 50 FT FROM NE TERMINUS OF A COURSE IN SE LINE OF LOT 84 HAVING LOTS 77 AND LOT 84 AND DESCRIBED IN DOCUMENT NUMBER 431558 RECORDED 04/27/1982. 01203 0015/918748 7 E-6 r EXHIBIT F Form of Bond PERFORMANCE BOND WHEREAS,the CITY OF RANCHO PALOS VERDES, ("City"), has awarded to ,.as Contractor("Principal")duly organized under the laws of and authorized to transact business in the State of California, a Contract for the work entitled and described as follows: WHEREAS,the Contractor is required under the terms of said Contract to furnish a bond guaranteeing Principal's faithful performance of its obligations under the Agreement based on said Contract; NOW,THEREFORE,we the undersigned Contractor and Surety,are held and firmly bound unto the City in the sum of ($ ),this amount being not less than one hundred percent(100%)of the total Contract price, lawful money of the United States of America,for payment of which sum well and truly be made we bind ourselves,our heirs,executors,administrators,and successors, jointly and severally,firmly by these presents_In case suit is brought upon this bond,the Surety will pay a reasonable attorney's fee to the City in an amount to be fixed by the court_ The Surety represents that it is duly organized under the laws of and authorized to transact business in the State of California as surety THE CONDITION OF THIS OBLIGATION IS SUCH THAT,if the hereby bound Contractor,or its heirs, executors,administrators,successors,or assigns, shall in all things stand and abide by,well and truly keep and perform all undertakings,terms, covenants, conditions,and agreements in the said Contract and any alteration thereof,made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning,then this obligation shall become null and void;otherwise it shall be and remain in full force and effect_ PROVIDED, HOWEVER,that 1.Neither non-renewal, nor cancellation by the Surety nor failure, nor inability of the Principal to file a replacement bond shall constitute loss to the City recoverable under this Bond. 2_Regardless of the period of time that this Bond is in force and regardless of the number of demands made against the Bond,the Surety's obligation shall be limited in aggregate to the penal sum herein_ FURTHER,the said Surety,for value received, hereby stipulates and agrees that no change,extension of time,alteration,or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond,and it does hereby waive notice of such change,extension of time,alteration,or modification of the Contract Documents or of the work to be performed thereunder_ Executed on 20 01203 0015/918748 7 F-1 PRINCIPAL (Seal if Corporation) By Title (Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to: (name and address of Surety) (name and address of Surety's agent for service of process in California, if different from above) (telephone number of Surety's agent in California) (Attach Acknowledgment) SURETY By (Attorney-in-Fact) APPROVED: (Attorney for CITY) NOTICE: No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached. 01203 0015/918748 7 F-2