21466.00021\33946002.1
BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023
COMMUNICATIONS SITE LICENSE AGREEMENT
BETWEEN
CITY OF SANTA MARIA
AND
SANTA BARBARA CELLULAR SYSTEMS, LTD
FOR
A PORTION OF PROPERTY
AT OAKLEY PARK,
1300 NORTH WESTERN AVENUE
SANTA MARIA, CALIFORNIA
ATTACHMENT "A"
21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 1 of 50 COMMUNICATIONS SITE LICENSE AGREEMENT This Communications Site License Agreement (“License”) is made as of the latter of the signature dates below (“Effective Date”), by and between the City of Santa Maria, a California municipal corporation, charter city, and political subdivision of the State of California (“Licensor”), with its principal place of business at 110 East Cook Street, Santa Maria, California 93454, and Santa Barbara Cellular Systems, LTD, a Georgia limited partnership (“Licensee”), with its principal place of business at 1025 Lenox Park Blvd. NE, 3rd Floor, Atlanta, Georgia 30319. Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” 1. COLLOCATION ONTO EXISTING FACILITY 1.1 Licensor and GTE Mobilnet of Santa Barbara Limited Partnership d/b/a Verizon Wireless (“Verizon”) are parties to that certain Communications Site License Agreement dated as of August 26, 2013 (“Verizon Agreement”), granting Verizon use and occupancy of a portion of Licensor’s real property generally located at 1300 North Western Avenue, Santa Maria, County of Santa Barbara, State of California and assigned Assessor’s Parcel Number 119-010- 20, legally described in Exhibit “A” (“Property”), wherein Verizon constructed and installed a communications facility and tower (“Verizon Facility”). 1.2 Licensee and Verizon propose to allow Licensee to collocate and install communications facilities upon the existing Verizon Facility and Licensee necessitates the license of ground space from Licensor to accommodate Licensee’s communications facilities, equipment, and appurtenances. 1.3 Licensee seeks to license from Licensor and Licensor seeks to license to Licensee a portion of the Property to accommodate such proposed collocation onto the existing Verizon Facility, in accordance with the terms and conditions contained herein. 1.4 Notwithstanding anything to the contrary herein, in the event the Verizon Agreement expires or is earlier terminated, thereby requiring Verizon’s removal of the Verizon Facility, Licensee shall have the one-time right to construct a replacement tower upon the Premises to accommodate its communications facilities, subject to Licensor’s advance review and approval of the plans in accordance with Section 8 herein. If Licensee fails to exercise its one-time right described above by providing written notice to Licensor thirty (30) days prior to the expiration or earlier termination of the Verizon Agreement, this License shall automatically terminate contemporaneously with the expiration or earlier termination of the Verizon Agreement and Licensee shall remove its communications facilities and personal property from the Property and restore the Property as provided in Section 8 below. 2. PREMISES & GRANT OF AUTHORITY. 2.1 Licensor is the record owner of the Property. Licensor hereby licenses to Licensee a portion of the Property being described as a Twelve Foot (12’) by Twenty-Eight Foot (28’) parcel containing approximately Three Hundred Thirty-Six (336) square feet (the “Land Space”), 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 2 of 50 together with the nonexclusive right for ingress and egress along those designated rights of wayto and from public rights of way to the Land Space (the “Rights of Way”). The Land Space and Rights of Way (hereinafter collectively referred to as the “Premises”) are hereby specifically licensed as depicted in Exhibit “B” attached hereto and made a part hereof, and no permission granted apart from Exhibit “B” is either expressed or implied. 2.2 Subject to the terms and conditions of this License, Licensee is authorized to use the Premises only for the purpose of constructing, maintaining, repairing, and operating communications facilities (“Facilities”) as specifically described and depicted in Exhibit “B,” and uses incidental thereto (collectively, “Licensee’s Permitted Use”). All Facilities shall be at Licensee’s expense. Notwithstanding this Section 2.2, subject to Section 8 below, Licensee shall have the right to replace, repair, add, or otherwise modify its Facilities or any portion thereof and the frequencies over which any Facilities operate during the Initial Term and each Renewal Term, defined in Section 3 below. Notwithstanding Licensor’s approval of Licensee’s use of the Premises or the Property, nothing in this License may be deemed to grant, convey, create, or vest in Licensee a real property interest in land, including any fee, leasehold interest, or easement. 2.2.1 All Parties acknowledge that Licensor, in executing this License, is acting only in its capacity as the owner of the Property and Premises, and not in any regulatory capacity. Licensee shall not consider this License as approval of any applicable permits, licenses or other regulatory or governmental approvals required for the construction or operation of the Facilities. 2.2.2 All Parties further acknowledge that Licensee shall install and operate the Facilities in a good and competent manner and that such installation and operations are at all times in compliance with applicable federal, state, and local laws. 3. TERM. 3.1 The initial term of this License shall be five (5) years (the “Initial Term”), commencing upon the date Licensee is granted a building permit by the governmental agency charged with issuing such permits, or the date of full execution of the License by the Parties, whichever is later. In the event the date at which Licensee is granted a building permit or the date of execution of the License, whichever is applicable, falls between the first (1st) and fifteenth (15th) of the month, the License shall commence on the first (1st) of that month, and if such date falls between the sixteenth (16th) and thirty-first (31st) of the month, then the License shall commence on the first (1st) day of the following month (either the “Commencement Date”). Notwithstanding anything to the contrary in Section 4 below, Licensor and Licensee acknowledge and agree that initial rental payment(s) shall not actually be sent by Licensee until thirty (30) days after the Commencement Date. The Initial Term of this License shall expire at midnight on the day before the fifth (5th) anniversary of the Commencement Date.3.2 Provided that Licensee is not in default of this License beyond applicable notice and cure periods and has not provided written notice to Licensor outlining Licensee’s intention toterminate this License more than one hundred twenty (120) days prior to the expiration of the Initial Term or the then-existing Renewal Term, this License shall automatically be extended for four (4) 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 3 of 50 additional, five (5) year terms (each being a “Renewal Term”), subject to all terms and conditions of this License. The Initial Term and any Renewal Terms are collectively referred to as the “Term.” 3.3 If Licensee shall remain in possession of the Premises at the expiration or earlier termination of this License, such possession shall be deemed a holdover use under the same terms and conditions of this License, except that the License Fee shall be one hundred fifty (150) percent of the License Fee in effect at the expiration or earlier termination of this License. Nothing contained herein shall grant Licensee the right to holdover after the Term of this License has expired and notwithstanding the payment of license fees during the holdover period, Licensor shall have the right to require Licensee to vacate the Property and Premises at any time upon thirty (30) days written notice. 4. LICENSE FEE. 4.1 On the Commencement Date, License Fee payments shall commence monthly at a total annual rate of eighteen thousand dollars and zero cents ($18,000.00) (the “License Fee”). 4.1.1 The License Fee shall automatically increase on the anniversary of each Commencement Date, by an amount equal to three (3) percent per annum above the amount of the License Fee in effect immediately prior to such increase. 4.1.2 The License Fee shall be payable in advance without offset or deduction to the “City of Santa Maria” at Licensor’s address specified in Section 15 below or to any other person or firm as Licensor may, from time to time, designate in writing at least sixty (60) days in advance of any License Fee payment date. 4.1.3 If, at any time, Licensee fails to make timely payment, Licensee shall pay a late penalty of ten (10) percent or the maximum allowable by law, whichever is less, of the amount owed until paid in full. These rights are in addition to all rights of Licensor to terminate this License if Licensee fails to cure such breach beyond the applicable notice and cure periods provided herein. 4.1.4 All sums payable by Licensee under this License, whether or not stated to be License Fees or additional License Fees, shall be collectible by Licensor as License Fees, and upon default in payment thereof, Licensor shall have the same rights and remedies as for failure to pay License Fees, without prejudice to any other right or remedy available therefore. 4.2 Licensee shall have the right to sublicense the Premises as provided for in Sections 5 and 19 below. 4.3 Within forty-five (45) days of the Effective Date, Licensee will pay to Licensor as an additional license fee a one-time payment of five thousand dollars and zero cents ($5,000.00) as reimbursement for legal fees incurred by Licensor in conjunction with the negotiation and preparation of this License. 4.4 Within forty-five (45) days of the Effective Date, Licensee will pay to Licensor as 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 4 of 50 an additional license fee a one-time payment of twenty thousand dollars and zero cents ($20,000.00) as a signing bonus in conjunction with the preparation of this License. 5. ASSIGNMENT. Upon prior written notice to Licensor, this License may be sold, assigned or transferred by the Licensee without any approval or consent of the Licensor to the Licensee’s principal subsidiaries of its principal or to any entity which acquires all or substantially all of Licensee’s assets in the market defined by the Federal Communications Commission (“FCC”) in which the Property is located by reason of a merger, acquisition, or other business reorganization. As to other parties, this License may not be sold, assigned, or transferred without the express prior written consent of Licensor, not to be unreasonably withheld, conditioned or delayed. Licensee shall reimburse Licensor for all its reasonable out-of-pocket attorneys’ fees and costs of reviewing such requests for consent. Subletting and collocation shall be governed by Section 19 below. 6. DUE DILIGENCE GUARANTEE. 6.1 Notwithstanding the provisions for a License Fee and the designation of the Commencement Date in Section 3 above, within forty-five (45) days of the Effective Date, Licensee shall pay to Licensor the total sum of twenty (20) percent of the annual License Fee (the “Due Diligence Fee”) for the twelve (12) month period commencing upon the Effective Date (the “Due Diligence Period”) as a guarantee of Licensee’s due diligence in processing and pursuing the building permit necessary for the construction of the Facilities. 6.2 If the Commencement Date has not yet accrued upon the expiration of the Due Diligence Period, Licensee may extend the initial Due Diligence Period for an additional twelve (12) months (the “Extended Due Diligence Period”) with the payment of a second (2nd) Due Diligence Fee. Said Extended Due Diligence Period shall expire at midnight twelve (12) months from the date of payment of the second (2nd) Due Diligence Fee. 6.3 If the Due Diligence Period or the Extended Due Diligence Period, as applicable, expires for Licensee’s failure to effectuate the Commencement Date or Licensee’s failure to option the Extended Due Diligence Period, this License shall expire, and be null and void. Licensor shall retain any and all License Fees, Due Diligence Fees, or any other sums of money paid to Licensor by Licensee up until the date of expiration. 6.4 If Licensee effectuates the Commencement Date prior to the expiration of the Due Diligence Period or the Extended Due Diligence Period, as applicable, Licensor shall retain Licensee’s Due Diligence Fee(s), which shall be applied to Licensee’s License Fee obligation as a credit. No interest shall accrue on Licensee’s Due Diligence Fee(s). 7. INTERFERENCE. 7.1 Licensee acknowledges that avoiding measurable radio interference with Licensor’s then-existing operations is a material condition of this License. Licensor 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 5 of 50 acknowledges that avoiding measurable interference with existing equipment of Licensee is a material condition of this License. Prior to adding any equipment or changing any operation which could result in interference to Licensor’s operations, Licensee agrees to conduct tests and prepare a report acceptable to Licensor describing its proposed equipment, type of frequency, operational effects, and likely future scenarios. The Parties agree to coordinate and make reasonable efforts in order to avoid interference. 7.2 Licensee also acknowledges and understands that there may be communications facilities on Property belonging to one or more third parties (referred to as the “Prior User(s)”) that has entered into an agreement(s) (the “Prior Use Agreement(s)”) with Licensor, pursuant to which the Prior User(s) has(ve) been permitted to install and operate communications equipment on the Property. Where applicable, Licensee represents and warrants that prior to the execution of this License, Licensee has determined that the Prior Users present no material interference with Licensee’s initial intended use within the Premises. 7.3 Licensee shall operate its Facilities in a manner that will not cause measurable interference with the use or enjoyment of the Property by Licensor and all Prior Users in and/or on the Property as of the Effective Date, including but not limited to, the Master Antenna Television (MATV) systems; heating, ventilation, and air conditioning (HVAC) systems; roof; electronically controlled elevator system; computers; telephone systems; or any other system serving the Property and/or its occupants. If Licensee’s Facilities cause such harmful interference, Licensee will take commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at Licensee’s option, powering down such equipment and later powering up such equipment for intermittent testing. If such interference cannot be corrected or powered down within two (2) days after Licensee is advised of such interference, Licensor may require that Licensee cease (or cause the cessation of) operation of the interfering equipment until such interference can be so corrected at which time the operation of such equipment may resume. Licensor hereby acknowledges that Licensee’s Permitted Use of the Premises shall not constitute an impermissible interference. Licensee acknowledges that Licensor assumes no risk or liability for any interference with Licensee’s use of the Property which results from the operation of communications equipment on the Property by the Prior User(s) under the Prior Use Agreement(s) and agrees that Licensor shall be held harmless from claims due to any such interference, pursuant to the indemnification terms set forth in this License. 7.4 All operations of Licensee shall be lawful and in compliance with all applicable Governmental Requirements (as hereafter defined), rules and regulations including, but not limited to those of the FCC and the Federal Aviation Administration (FAA). “Governmental Requirements” shall mean all applicable requirements under any applicable federal, state, or local statutes, rules, regulations, ordinances, or other requirements of any duly constituted public authority having jurisdiction over the Property (including, without limitation, the Premises). Should Licensee be notified by any applicable government agency of any violation pertaining to the Premises, it must share said notice with Licensor within ten (10) business days after Licensee’s receipt of such notice and Licensee shall provide Licensor nonproprietary documentation from the government agency that Licensee has cured the violation. Licensee shall indemnify Licensor and hold it harmless from all expenses, costs, damages, loss, claims, 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 6 of 50 or other expenses and liabilities arising from any measurable interference to the extent caused by Licensee’s failure to comply with FCC or FAA rules and regulations that is not curtailed within thirty (30) days after Licensee receives written notice of such interference from Licensor. Licensee shall be responsible for all costs associated with any tests reasonably deemed necessary to resolve interference to the extent the same is caused by Licensee’s Facilities. If such interference caused by Licensee’s failure to comply with FCC or FAA rules and regulations has not been corrected within thirty (30) days after Licensee receives notice thereof from Licensor, Licensor may require Licensee to remove the specific items from the Facilities causing such interference. 7.5 Licensor reserves the right to license other portions of the Property to other parties during the Term of this License. Accordingly, Licensor agrees that any other person or entity who may install equipment subsequent to the Commencement Date in and/or on the Property shall be permitted to install only such communications equipment that is of the type and frequency that will not cause any interference to Licensee or persons or entities claiming through or under Licensee. In the event any such person or entity’s equipment causes such interference, Licensor will cause the interfering party to take all steps necessary to correct and eliminate the interference or such interfering party will be required to cease operations until such interference is removed. To the extent that Licensee’s operations are not within the parameters of its FCC license, this protection from co-located interference will not be applicable, but it shall be applicable with respect to those operations, or portions thereof, falling within the FCC license parameters. In the event that Licensee commences using the Premises in a manner as to which Licensee is not presently licensed by the FCC, but with respect to which Licensee hereafter obtains necessary FCC licensure, Licensee’s right to conduct such particular new use shall be subordinate to the then existing use of the Property by Licensor, other licensees or occupants thereof existing on or before the date on which Licensee commences such new use. If any such subsequent users cannot correct such harmful interference within ten (10) business days of Licensee’s written notification thereof to Licensor, Licensee may terminate this License upon sixty (60) days written notice to Licensor and obtain a refund of prepaid unused amounts of the License Fee, or seek injunctive or other legal relief against/from such subsequent third party users. The refund shall be Licensee’s sole and exclusive remedy and recovery as against Licensor for any interference, and Licensee hereby waives any other rights or remedies it may have at law or in equity against Licensor related thereto. The parties recognize and agree that it is the intention of this Section 7 that Licensor not become embroiled in any disputes or proceedings between Licensee and any other users of the Property, and/or expend funds as a result thereof; therefore, Licensee agrees to indemnify, defend, and hold harmless the Licensor against any claim related to or arising from any disputes or proceedings between Licensee and any other users of the Property. 8. IMPROVEMENTS & UTILITIES. 8.1 Prior to installing any new Facilities, or modifying any portion of the existing Facilities (“Additional Facilities”) in or on the Premises, Licensee shall submit detailed engineering plans and specifications of the Additional Facilities to Licensor for Licensor’s written approval, which approval shall not be unreasonably withheld, delayed or conditioned. Licensor’s review of Licensee’s plans shall include a review of the appearance of the Additional Facilities 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 7 of 50 and shall be at no cost to the Licensor. The Additional Facilities to be installed must be in compliance with all applicable federal, state, and local laws, including but not limited to applicable local zoning requirements, and will adhere to all applicable technical standards set forth in this License. Licensor’s approval of any installation is not a representation that such installation of the Additional Facilities is in compliance with all applicable governmental laws, ordinances, rules and regulations or that such Additional Facilities will not cause interference with other communications systems, if any, then in operation on the Property. Licensee hereby confirms and agrees that the Additional Facilities shall be installed and operated solely within the Premises, unless otherwise agreed to in writing by the Parties. Notwithstanding anything to the contrary herein, in no event will Licensor’s approval be required in order for Licensee to perform maintenance, repairs, or like-for-like replacements of any portion of the Facilities, provided such like-for-like replacements consist of swapping out of equipment and/or antennas of the same size, dimensions, shape, and color, and/or replacement or addition of equipment within an existing equipment room or enclosure without expansion of the room or enclosure. 8.2 All work by Licensee shall be performed in compliance with applicable laws and ordinances. During Licensee’s construction of its Facilities, Licensee shall have, and Licensor hereby grants to Licensee, a temporary license to use portions of the Property reasonably necessary for the storage of materials and staging of construction, provided such additional space does not unreasonably impede, interfere, or inhibit Licensor’s use of the Property, in Licensor’s sole and complete discretion. Licensee and its contractors and subcontractors shall be solely responsible for the transportation, storage and safekeeping of materials and equipment used in the performance of any work on behalf of Licensee, for the removal of waste and debris resulting there from on a daily basis, and for any damage to the extent caused by them to any installations or work performed by Licensee’s contractors and subcontractors. Upon completion of construction, Licensee shall remove any items stored or placed by Licensee in such temporary license area, and return such area to Licensor in the condition existing prior to construction, reasonable wear and tear excepted. 8.3 Licensee is not authorized to contract for or on behalf of Licensor for work on, or the furnishing of materials to the Premises or any other part of the Property, and Licensee shall discharge of record by payment, bond or otherwise, within thirty (30) days subsequent to the date of Licensee’s receipt of written notice thereof from Licensor, any mechanic’s, laborer’s or similar lien filed against the Premises or the Property for work or materials claimed to have been furnished at the direction of Licensee or Licensee’s agents. The Facilities shall remain the exclusive property of Licensee, and Licensee shall have the right to remove all or any portion of the Facilities at any time during the Term of this License or following the Term of this License as hereinafter provided. 8.4 Licensee will notify Licensor prior to commencing any work on the Property. Prior to commencing any installation, Licensee will at its own cost and expense deliver to Licensor a certificate of insurance confirming that commercial general liability insurance as required by this License, has been obtained and is in place. Licensee’s contractor will include Licensor and Licensor’s officials, officers, agents, and employees as additional insured under contractor’s general and automobile liability insurance policies. Prior to Licensee’s commencement of the initial installation of the Facilities, Licensee shall provide Licensor with copies of any applicable 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 8 of 50 licenses and permits from all applicable governmental or regulatory entities (“Governmental Approvals”) obtained by Licensee with respect to the initial installation of the Facilities permitted by this License. 8.5 All installation and other work to be performed by Licensee hereunder will be done in such a manner so as not to interfere materially with, delay, or impose any material additional expense upon Licensor in maintaining, operating or using the Property. In no event will Licensor be required to consent to any installation or other work by Licensee which would physically affect any part of the Property outside the Premises (other than with respect to the temporary construction license, which shall be subject to Licensee’s duty to restore such area as provided herein). Licensee shall repair any damage to the extent caused by Licensee to Licensor’s Property, excepting reasonable wear and tear, and casualty damage. 8.6 Within ninety (90) days of any termination or expiration of this License, Licensee shall remove all of its Facilities from the Premises and Property. In performing such removal, Licensee shall restore the Premises and any personal property and fixtures thereon to as good a condition as they were in prior to the installation or placement of the Facilities, excepting reasonable wear and tear. If Licensee fails to remove all of its Facilities within ninety (90) days after expiration or earlier termination of this License, Licensor may remove and dispose of the Facilities, and Licensee shall reimburse Licensor for the reasonable costs actually incurred for such removal and restoration of the Premises, or Licensor may deem the Facilities abandoned, whereupon the Facilities shall become Licensor’s sole personal property. Licensee shall, at Licensee’s expense, keep, and maintain the Premises in commercially reasonable condition and repair during the Term of this License. Licensee agrees to maintain its Facilities in proper operating condition and within industry accepted safety standards. All installations and operations of the Facilities by Licensee shall comply in all respects with all applicable rules and regulations of the FCC and all applicable federal, state, city, county, and local codes and regulations. Licensor assumes no responsibility for the licensing, operation or maintenance of the Facilities. Licensee has the responsibility of carrying out all of the terms of its FCC license. 8.7 Licensee shall have the right, at Licensee’s expense, to install or improve utilities within the Property and to install or improve utilities on the Premises. All utility routes not already depicted in the site plans attached as Exhibit “B” hereto must be approved by Licensor prior to construction, which approval shall not be unreasonably withheld, conditioned, or delayed. Licensee, at Licensee’s sole expense agrees to have a separate meter(s) installed for Licensee’s utility service consumption, whereupon, Licensee shall pay the applicable service utility directly for its usage. 9. ACCESS. 9.1 Licensee and its authorized personnel, as defined below, shall be entitled to access to the Premises for ingress and egress on foot or motor vehicle, seven (7) days a week, twenty-four (24) hours a day, provided Licensee first calls Licensor’s representative at (805) 925- 0951 ext. 2260 at least forty-eight (48) hours in advance of any proposed entry by Licensee to allow a representative of Licensor to be present during any such entry, provided however, that in the event of an emergency, Licensee shall provide Licensor with prior telephonic notice if such 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 9 of 50 notice is reasonably practicable in the situation, or if prior notice is not reasonably practicable,Licensee shall provide telephonic notice as soon as practicable after Licensee’s access to the Premises. For purposes hereof, authorized personnel shall mean only authorized employees, engineers, technicians, or properly authorized contractors of Licensee or persons under their direct supervision and carrying appropriate identification credentials evidencing said authority. All access to the Premises by Licensee shall be subject to compliance with reasonable rules and regulations (which are not inconsistent with the terms and conditions of this License) promulgated by Licensor from time to time in effect at the Property, of which Licensor shall inform Licensee in writing. 10. EVENTS OF DEFAULT. 10.1 It shall be an “Event of Default” if any one or more of the following events shall occur: 10.1.1 Licensee fails to make any payment when due of any License Fees or other sum of money specified hereunder to be paid by Licensee and Licensee does not remedy such breach within thirty (30) days after Licensee’s receipt of written notice thereof from Licensor; or 10.1.2 Licensee fails to perform any other of the terms, conditions, or covenants contained in this License to be performed or observed by Licensee other than that specified in Section 10.1.1 above, and Licensee does not remedy such breach within thirty (30) days after Licensee’s receipt of written notice thereof from Licensor; provided Licensee shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and Licensee commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. 10.1.3 Licensor shall be in breach, 1) if having been put on notice in writing by Licensee for failure to perform a term or comply with a condition or covenant outlined in the License, and 2) Licensor has not cured said claim within sixty (60) days. Notwithstanding the above, all Parties agree that Licensor shall have more than sixty (60) days to cure any default which by its nature cannot be cured within sixty (60) days of the written notice from Licensee. In order to claim this extra time, Licensor must commence the cure within the sixty (60) day period and thereafter continuously and diligently pursue the cure to completion. 10.1.4 Upon the occurrence of an Event of Default, 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 the obtaining of reasonably required insurance policies. The costs and expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting Party within thirty (30) days of receipt of an invoice therefor. If an Event of Default is not cured within the applicable cure period by the defaulting Party, without limiting the non-defaulting Party in the exercise of any right or remedy which the non-defaulting Party may have by reason of such default, the non-defaulting Party may terminate this License and/or pursue any remedy now or hereafter available to the non-defaulting Party under the laws or judicial decisions of the state of California (the state in which the Premises are 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 10 of 50 located); provided, however, both Parties shall use reasonable efforts to mitigate their damages in connection with a default by the other Party. 11. TERMINATION BY LICENSEE. 11.1 Following the Commencement Date, and except as otherwise provided herein, provided that no Event of Default by Licensee exists at the time of issuance of Licensee’s written notice, this License may be terminated by Licensee, subject to the requirements of Section 8 above, under the following circumstances: 11.1.1 Upon sixty (60) days prior written notice if Licensee can document that soil boring tests reveal that the site cannot meet industry standards; 11.1.2 Upon sixty (60) days prior written notice if any necessary application for any Governmental Approvals that are required by any federal, state or local authorities (including the FCC) should be finally rejected or are canceled, expired, lapsed, or otherwise withdrawn or terminated by governmental authority (due to no fault of Licensee); or 11.1.3 Upon sixty (60) days prior written notice and without penalty or further liability, if Licensee is unable to operate the Facilities in accordance with Licensee’s Permitted Use on the Premises as a result of measurable interference (other than on a temporary, non- recurring basis) resulting from the act of Licensor or any third party; and 11.1.4 Upon Licensee terminating in accordance with this Section 11, Licensee shall surrender and vacate the Premises and deliver possession thereof to Licensor within ninety (90) days of the termination date in the condition required under this License for surrender of the Premises.12. CASUALTY AND CONDEMNATION. 12.1 If at any time during the Term of this License, through no fault of the Licensee, all or “substantially all” (meaning the remaining portion thereof shall not be of sufficient size or condition to permit the continuation of Licensee’s Permitted Use in a commercially reasonable manner) of the Facilities upon the Premises shall be damaged and/or destroyed by fire or other casualty, then Licensee may terminate this License by providing sixty (60) days written notice to Licensor, which termination shall be effective as of the date of such damage and/or destruction, and whereupon Licensee shall be entitled to collect all insurance proceeds payable on account thereof and the reimbursement of any prepaid License Fee, to be apportioned as of the termination date. Licensee must nevertheless surrender and vacate the Premises and deliver possession thereof to Licensor within ninety (90) days of the termination date in the condition required under this License for surrender of the Premises. 12.2 If at any time during the Term of this License all or “substantially all” (as described in the preceding sub-Section 12.1) of the Premises or the improvements located on the Property shall be taken in the exercise of the power of eminent domain by any governmental or other authority, or by deed in lieu of condemnation, then Licensee may terminate this License by 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 11 of 50 providing written notice to Licensor, which termination shall be effective as of the date of the vesting of title in such taking and any prepaid License Fee shall be apportioned as of said date and reimbursed to Licensee. Licensor and Licensee shall each be entitled to pursue their own separate awards with respect to such taking, but in any event, Licensee’s award shall be limited to lost improvements investment, relocation, and loss of business. In the event of any taking of less than all or substantially all of the Premises, if the Premises are still fully operational, this License shall continue. 13. TAXES. Licensor hereby provides notice pursuant to California Revenue and Taxation Code Section 107.6, and Licensee acknowledges that this License may create a possessory interest and Licensee may be subject to property taxes levied on such interest, as described in California Revenue and Taxation Code Section 107. Licensee shall pay, when due, all real and personal property taxes, fees and assessments, assessed against the Premises and the Licensee’s Facilities and shall reimburse Licensor for any increase in real property or possessory interest taxes levied against the Property as a result of the improvements constructed by Licensee on the Premises only for so long as this License has not expired of its own terms or is not terminated by either Party. 14. INSURANCE, RELEASE AND HOLD HARMLESS. 14.1 Licensee shall, at Licensee’s sole cost and expense, carry and continue in effect the term of this License, including any Renewal Term: 14.1.1 Workers Compensation insurance at statutory limits, including Employer’s Liability coverage with limits of one million dollars and zero cents ($1,000,000.00) each accident; one million dollars and zero cents ($1,000,000.00) by disease each-employee; and one million dollars and zero cents ($1,000,000.00) by disease-policy limit; 14.1.2 Commercial General Liability insurance per ISO form CG 00 01 or equivalent with limits of two million dollars and zero cents ($2,000,000.00) per occurrence for bodily injury and property damage, and two million dollars and zero cents ($2,000,000.00) general aggregate including contractual liability products/completed operations, and Explosion, Collapse, Underground (XCU) hazards; 14.1.3 Commercial Automobile Liability insurance with a combined single limit of one million dollars and zero cents ($1,000,000.00) each accident for bodily injury and property damage covering all owned, non-owned, and hired vehicles; 14.1.4 “All-risk” property insurance insuring Licensee’s Facilities and its appurtenant personal property for full replacement costs. Licensee self-insures this risk. 14.2 Any Subcontractor(s) hired by the Licensee shall maintain substantially the same insurance coverage as required of the Licensee. It is the responsibility of the Licensee to assure compliance with this provision. Santa Maria accepts no responsibility arising from the conduct, 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 12 of 50 or lack of conduct, of the Subcontractor. 14.2.1 Builders Risk coverage (if applicable) as follows: (a) All Risk Builders Risk insurance, including collapse coverage, is required on a completed value form if the contract is for the construction of a structure or building. Licensee self-insures this risk. (b) The Builders Risk policy must provide transit and off-premises coverage if the contract with the builder makes Licensee responsible for materials. Licensee self-insures this risk. 14.2.2 Comprehensive General Liability insurance form may be used in lieu of a Commercial General Liability insurance form. In this event, coverage must be written on an occurrence basis, at limits of two million dollars and zero cents ($2,000,000.00) each- occurrence, combined single limit, and coverage must include products/completed operations, Explosion, Collapse, Underground (XCU) hazards, and contractual liability. 14.2.3 With reference to the foregoing insurance requirement, the insurance policies as follows shall: (a) Include the City of Santa Maria as an additional insured by endorsement as their interest may appear under this License with respect to General Liability and Automobile Liability. (b) All liability policies shall contain no cross-liability exclusions or insured versus insured restrictions. Licensee hereby grants to the City a waiver of any right to subrogation which any insurer of said Licensee may acquire against the City by virtue of the payment of any loss under such insurance. Licensee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Licensee self-insures its Property and Builders Risk coverage and in satisfaction of the waiver of subrogation requirement Licensee will include City as joint loss payee to the extent of City's insurable interest which would have been covered had Licensee purchased property insurance. (c) All insurance policies, which include the City of Santa Maria as an additional insured, shall be primary coverage regardless of the application of other insurance as relates to Licensee operations. (d) Required limits may be satisfied by any combination of primary and umbrella liability insurances. (e) Insurance must be purchased from insurers that are rated at least A- by AM Best. (f) Certificates of Insurance shall be prepared and signed by the 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 13 of 50 insured's broker authorized by the insured to bind coverage on its behalf. 14.3 Upon receipt of notice from its insurer, Licensee will use its best efforts to provide the Licensor with thirty (30) days prior written notice of cancellation. Licensee hereby releases Licensor and Licensor’s property manager, if any, and their respective agents, employees, officers, directors, shareholders, and partners (collectively the “Releasees”) from, and shall not hold Releasees liable for, any liability for personal injury, consequential damages, loss of income or damage to or loss of property or persons, or loss of use of any property, in or about the Premises from any cause whatsoever unless such damage, loss or injury directly results from the negligence or willful misconduct of the Releasees. Further, the Releasees shall not be liable to Licensee for any such damage or loss to the extent Licensee is compensated or would have been compensated by the insurance, which Licensee is obligated to maintain pursuant to this Section 14. 14.4 Licensee agrees to indemnify, defend and hold the Releasees harmless from and against injury, loss, damage or liability (or any claims with respect to the foregoing), costs or expenses (including reasonable attorneys’ fees and court costs) which may be imposed upon or incurred by or asserted against Releasees occurring during the Term of this License, or after the expiration date hereof when Licensee may have been given access to or possession of all or any part of the Premises to the extent arising from: 14.4.1 Any work or act done in, on or about the Premises or any part thereof at the direction of Licensee, its agents, contractors, subcontractors, servants, employees, licensees or invitees, including but not limited to the installation, use, maintenance, repair or removal of the Facilities, except if such work or act is done or performed by Licensor or its agents or employees; 14.4.2 Any negligence or other wrongful act or omission on the part of Licensee or any of its agents, contractors, subcontractors, servants, employees, sub-licensees, licensees or invitees; 14.4.3 Any accident, injury or damage to any person or property occurring in, on or about the Premises to the extent caused by Licensee’s negligence or willful misconduct, or any part thereof, unless caused by the negligence or willful misconduct of Licensor, its employees or agents; and 14.4.4 Any failure on the part of Licensee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this License on its part to be performed or complied with. 14.5 The Parties hereby waive and release any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Premises or to the Property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Parties, including any deductibles, self-insured retentions and/or self-insurance, or either of them. These waivers and releases shall apply between the Parties and they shall also apply to any claims under or through any other policy 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 14 of 50 required under this contract by either Party as a result of any asserted right of subrogation. All such policies of insurance obtained by either Party shall waive the insurer’s right of subrogation against the other Party. 15. NOTICES. All notices, requests, and demands hereunder will be given in writing by first class, certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices, requests, and demands will be addressed to the Parties as follows: If to Licensor, to: Director of Utilities City of Santa Maria Utilities Department 2065 East Main Street Santa Maria, CA 93454 If to Licensee, to: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration Re: Cell Site #: CSL04434; Cell Site Name: DONOVAN & N. BLOSSER (CA) Fixed Asset #: 10581682 1025 Lenox Park Boulevard NE, 3rd Floor Atlanta, GA 30319 With a copy to: New Cingular Wireless PCS, LLC Attn: Legal Dept – Network Operations Re: Cell Site #: CSL04434; Cell Site Name: DONOVAN & N. BLOSSER (CA) Fixed Asset #: 10581682 208 South Akard Street Dallas, TX 75202-4206 Either Party may change the address or persons to which notices are to be sent to it by giving thirty (30) days’ prior written notice of such change to the other Party in the manner provided herein. 16. QUIET ENJOYMENT, TITLE, AND AUTHORITY. Licensor covenants and warrants that (i) it has full right, power and authority to execute this License and has the power to grant all rights hereunder; and (ii) it has good and marketable title to the Property free and clear of any liens, mortgages, restrictions or other encumbrances that will interfere with Licensee’s Permitted Use of the Premises. 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 15 of 50
17. NO WARRANTY. 17.1 Licensee’s right to use the premises, and the property is strictly on an “as is” basis with all faults. Licensor makes no representation or warranty of any kind as to the present or future condition of or suitability of the Property, or the Premises for Licensee’s use and disclaims any and all warranties express or implied with respect to the physical, structural, orenvironmental condition of the Property, and Premises and the merchantability or fitness for a particular purpose. Licensee is solely responsible for investigation and determination of the condition and suitability of the Property, and Premises for Licensee’s intended use. 18. HAZARDOUS SUBSTANCES. 18.1 For purposes of this License, the term “Hazardous Substances” means: (a) any substance, products, waste, or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 United States Code Section 9601 et seq.; the Resources Conservation and Recovery Act, 42 United States Code Section 6901 et seq.; the Hazardous Materials Transportation Conservation and Recovery Act, 42 United States Code Section 1801 et seq.; the Clean Water Act, 33 United States Code Section 1251 et seq.; the Toxic Substances Control Act, 15 United States Code Section 2601 et seq.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100 et seq.; the Hazardous Substance Account Act, Health and Safety Code Section 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280 et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.; California Health and Safety Code Section 25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the California Porter-Cologne Water Quality Control Act, Water Code Section 13000 et seq., all as amended; or any other federal, state, or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance, now or at any time hereinafter in effect; (b) any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or strict liability or under any reported decisions of a state or federal court; (c) petroleum or crude oil, other than petroleum and petroleum products which are contained within regularly operated motor vehicles; and (d) asbestos. 18.2 Except as otherwise specifically permitted under the terms of this License, Licensee shall not use, create, generate, store, deposit, dispose of or allow any Hazardous Substances on, under, about or within the Property or Premises in violation of any federal, state, or local law, rule, regulation, order, decree or other requirement listed in this Section 18. Batteries for emergency power and fuel for temporary generators during power outages may only be used or stored on-site with the prior written approval of Licensor, not to be unreasonably withheld, conditioned or delayed. On site use, but not storage, of ordinary paints, solvents and similar substances commonly used in small quantities and necessary for maintenance of Licensee’s Facilities are excepted from the preceding prohibition of use by Licensee of Hazardous 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 16 of 50 Substances on the Premises and the Property, so long as Licensee complies with all applicablefederal, state and local laws rules and regulations governing the use of such items. 18.3 Unless listed in Exhibit B, no underground or above ground storage tanks shall be installed on Premises. Licensor or its officers, employees, contractors, or agents shall at all times have the right to go upon and visually inspect the Premises and the operations conducted thereon to assure compliance with the requirements herein stated. This inspection may also include taking samples for chemical analysis of substances and materials present and/or testing soils on the Premises and taking photographs. Except in case of emergency, Licensor will not access the Premises or take samples or test soils on the Premises without providing Licensee with reasonable notice and the opportunity to have a representative present. 18.4 Licensee shall, within forty-eight (48) hours of the discovery by Licensee of the presence of, or believed presence of, a Hazardous Substance as defined herein, give written notice to Licensor in the event that Licensee knows or has reasonable cause to believe that any release of Hazardous Substance has come or will come to be located on, under, about or within the Premises. The failure to disclose in a timely manner the release of a Hazardous Substance by Licensee, including but not limited to, an amount which is required to be reported to a state or local agency pursuant to law (e.g., California’s Hazardous Materials Storage and Emergency Response Act, Health and Safety Code Section 25550 et seq.) shall be grounds for termination of this License by Licensor in addition to actual damages and other remedies provided by law. Licensee shall clean up and completely remove all Hazardous Substances placed by Licensee on, under, about or within the Premises or the Property, in a manner that is in all respects safe and in accordance with all applicable laws, rules and regulations. 18.5 In the event Hazardous Substances are discovered, Licensee shall disclose to Licensor the specific information regarding Licensee’s discovery of any Hazardous Substances placed on, under, about or within the Premises or the Property by Licensee and provide written documentation of its safe and legal disposal provided Licensee is required to perform such disposal. 18.6 Breach of any of these covenants, terms, and conditions, and Licensee’s failure to cure within thirty (30) days of Licensee’s receipt of written notice from Licensor, shall give Licensor the authority to either immediately terminate this License or to shut down Licensee’s operations thereon, at the sole discretion of Licensor. In either case, Licensee will continue to be liable under this License to remove and mitigate all Hazardous Substances placed by Licensee on, under, about or within the Premises or the Property. Licensee shall be responsible for, and bear the entire cost of removal and disposal of, all Hazardous Substances introduced to the Premises or the Property by Licensee during Licensee’s period of use and possession of the Premises. Upon termination of this License, Licensee shall, in accordance with all laws, remove from the Premises any equipment or improvements placed on the Premises by Licensee that may be contaminated by Hazardous Substances. 18.7 The terms of this Section 18 shall survive the expiration or earlier termination of this License. 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 17 of 50
19. COLLOCATION.19.1 Licensee may not sublicense the Premises to any party. Any attempted or unauthorized assignment or sub-license shall be void. The acceptance of License Fees by Licensor from any person other than Licensee or an authorized assignee shall not be deemed to be a waiver by Licensor of any provision hereof. Consent to one assignment shall not be deemed consent to any subsequent assignment. 20. SUCCESSORS AND ASSIGNS. This License, and all of the provisions hereof, shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns. No customer, other person or entity other than the Parties shall be deemed to be a third-party beneficiary hereof, and nothing in this License, either express or implied, is intended to confer upon any customer or other person or entity, other than the Parties and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this License. 21. ENTIRE LICENSE AGREEMENT. This License contains the entire understanding between the Licensor and Licensee with respect to its subject matter, and supersedes all prior agreements or licenses, oral or written, and all prior or contemporaneous discussions or negotiations between the Parties, and cannot be amended except in writing signed by both Parties. 22. INDEPENDENT CONTRACTORS. Licensee’s contractors, agents and representatives are independent contractors of Licensee, and are not employees or independent contractors of Licensor while on the Property, or while engaged in any work on the Property, including the construction, installation, maintenance or operation of the Facilities. 23. MISCELLANEOUS. 23.1 The prevailing Party in any litigation arising hereunder shall be entitled to recovery of its reasonable attorneys’ fees and court costs. With respect to any provision in this License providing for payment or indemnification of attorneys’ fees, such fees shall be deemed to include reasonable fees incurred through any applicable appeal process and shall include reasonable fees attributable to legal services provided by any in-house counsel and staff to the prevailing or indemnified Party. For purposes hereof, the services of in-house attorneys and their staff shall be valued at reasonable rates for independent counsel prevailing in the metropolitan area in which such counsel and staff practice. 23.2 Each Party agrees to furnish to the other, within thirty (30) business days after request, such truthful, customary and reasonable estoppel information as the other may reasonably request. 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 18 of 50
23.3 The section headings contained in this License shall not be considered to be a part hereof for purposes of interpreting or applying this License, but are for convenience only. 23.4 All of the recitals hereof are incorporated by this reference and are made a part hereof as though set forth at length herein. This License constitutes the entire agreement and understanding of the Parties and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendment to this License must be in writing and executed by both Parties. 23.5 Either Party hereto that is represented in this transaction by a broker, agent or commission salesperson (a “Representative”) shall be fully and exclusively responsible for the payment of any fee, commission or other compensation owing to such Representative, and shall indemnify and hold the other Party harmless from and against any claim to a fee, commission or other compensation asserted by such Representative, including reasonable attorneys’ fees and costs incurred in defending such claim. 23.6 Each Party agrees to cooperate with the other in executing any mutually agreed to commercially reasonable documents (including a Memorandum or short form of License ) reasonably necessary to protect its rights under this License. Unless the laws of the state in which the Property is located prohibit the recordation of a memorandum or short form of License, neither Party shall record this License, but may record, in lieu thereof, the aforementioned Memorandum or short form of License. Either Party may record an easement agreement. 23.7 This License shall be construed in accordance with the laws of the county and state in which the Premises are located. 23.8 If any term of this License is found to be void or invalid, such invalidity shall not affect the remaining terms of this License, which shall continue in full force and effect. 23.9 Licensor shall be entitled to reimbursement from Licensee for Licensor’s reasonable costs, including but not limited to administrative, legal, engineering, and consultant costs, should Licensor perform any work at the request of Licensee under this License or engage counsel due to such request by Licensee (“Licensor’s Costs”), including but not limited to requests for review or approval of site plans or modifications to the Facilities or for work that relates to Licensee’s use of the Facilities. Licensee shall pay Licensor such costs within thirty (30) days of Licensee’s receipt of an invoice and reasonable supporting documentation from Licensor. Upon request Licensor shall provide Licensee with any additional documentation of Licensor’s Costs; provided, however, such request from Licensee shall not delay Licensee’s obligation to pay Licensor for Licensor’s Costs within the foregoing time period. Should Licensee desire to contest, in good faith, the validity or the amount of the invoiced Licensor’s Costs, Licensee must pay Licensor’s Costs under protest, and may thereafter use such administrative, appellate, or other proceedings as may be appropriate in the jurisdiction. Nothing in this Section 23 shall limit Licensor’s ability to recover additional costs to which it is entitled under this License or by law. 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 19 of 50
24. MORTGAGE SUBORDINATION. This License is and shall be subject and subordinate to all ground or underlying leases of the entire Property and to all mortgages, deeds of trust and similar security documents which may be secured upon the Property as of the Effective Date, and to all renewals, modifications, consolidations, and extensions thereof. At Licensor’s option, this License shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Future Mortgage”) by Licensor which from time to time may encumber all or part of the Property or right-of-way; provided, however, as a condition precedent to Licensee being required to subordinate its interest in this License to any Future Mortgage covering the Property, Licensor shall obtain for Licensee’s benefit a non-disturbance and attornment agreement for Licensee’s benefit in the form reasonably satisfactory to Licensee, which shall recognize Licensee’s right to remain in occupancy of and have access to the Premises as long as Licensee is not in default of this License beyond applicable notice and cure periods 25. RADIO FREQUENCY (RF) SIGNAGE AND NOTICES. Licensee shall install signs alerting the public, but especially workers and public safety officials, of any radio frequency emissions or other safety issues. These signs shall comply with Occupational Health and Safety Administration (“OSHA”) 1910.145 and OSHA Code of Federal Regulations (CFR) 1926.200. In addition, Licensee and any permitted Sublicensee are referred to two recent FCC and OSHA enforcements orders for guidance on signage at www.fcc.gov/eb/Orders/2007/DA-07-549A1.html and www.fcc.gov/eb/Orders/2007/DA-07- 2138A1.html. 26. AMENDMENTS. The provisions of this License may be amended only by mutual written consent of the Parties. 27. NO RELOCATION ASSISTANCE. Licensee acknowledges that Licensee is not entitled to relocation assistance, or any other benefits under the Uniform Relocation Assistance Act, or any other applicable provision of law upon termination of this License. 28. TIME. Time is of the essence of this License. 29. COUNTERPARTS. This License may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. Signed facsimile and electronic copies of this License shall legally bind the Parties to the same extent as original documents. 21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 20 of 50 IN WITNESS WHEREOF, the Parties hereto have executed this License as of the date last written below. “LICENSEE” “CITY”SANTA BARBARA CELLULARSYSTEMS, LTD, a Georgia limited partnershipAddress: 1025 Lenox Park Blvd. NE 3rd Floor Atlanta, Georgia 30319 CITY OF SANTA MARIA, a political subdivision of the State of CaliforniaAddress:110 East Cook Street Room 1 Santa Maria, California 93454By: By:MISTY SNOWDEN ALEX POSADA AREA MANAGER NETWORK ENGINEERING INTERIM CITY MANAGERDate Signed: Date Signed: ATTEST:By:ALEXANDRA VALADEZ ASSISTANT CITY CLERK APPROVED AS TO FORM Risk Manager City Attorney APPROVED AS TO CONTENT Director of Utilities 21466.00021\33946002.1BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023Page 21of 50 EXHIBIT “A”LEGAL DESCRIPTION OF THE PROPERTY
21466.00021\33946002.1 BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 22 of 50 EXHIBIT “B”DESCRIPTION AND DEPICTION OF PREMISES AND FACILITIES CONTINUED ON NEXT PAGE 21466.00021\33946002.1BB&K Rev. May 2021 CAO/Risk Rev. Jan 2023 Page 23of 50
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