Wasco City Council
April 21, 2025

City of Wasco City Council Special Meeting Agenda, April 21, 2025

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AGENDA AVAILABILITY: The City Council Agenda is posted on the bulletin board at the entry of City Hall 746 8th Street, Wasco, at the entrance of 764 E Street, Wasco, and at the entry of the Sheriff’s Office 748 F Street, Wasco. The agenda packet, meeting minutes, and archived City Council meetings are available on the City’s website at www.cityofwasco.org.

AGENDA MATERIALS: City Council agenda materials are released no later than 24 hours prior to a Special meeting and are available to the public at the City Clerk’s Office, 746 8
th Street, Wasco, CA, in a public binder at each City Council meeting, and on the City’s website at https://www.cityofwasco.org/AgendaCenter

PUBLIC COMMENTS: This is a special meeting , and only comments or statements concerning the Agenda items listed below are allowed (GC54954.3a). Public comments may be made in person or via email . If you would like to submit a public comment via email, please subm it email comments to [email protected] no later than 2:00 p.m. on April 21, 2025.

Every effort will be made to read your comment into the record; however, they are limited to two (2) minutes. If a comment is received after the specific time mentioned above but before the meeting is adjourned, the comment will still be included as a part of the record of the meeting but will not be read into the record.

Please be advised that communications directed to the City Council are public records and are subject to disclosure pursuant to the California Public Records Act and Brown Act unless exempt from disclosure under the applicable law. Communications will NOT be edited for redactions and will be printed/posted as submitted.

SPANISH INTERPRETATION: If you need an interpretation of your communications to the City Council from Spanish into English, please contact the City Clerk Department at 661-758-7215 or via email at [email protected]. Subject to availability

INTERPRETACIÓN EN ESPAÑOL: Si necesita una interpretación de sus comunicaciones al Concejo Municipal del español al inglés, comuníquese con el Departamento del Secretario de la Ciudad al 661 -758-7215 o por correo electrónico a [email protected]. Sujeto a disponibilidad.

AGENDA
Special City Council Meeting,
Successor Agency to the
Former Redevelopment Agency and the
Wasco Public Finance Authority

Thursday, April 21, 2025 – 4:00 p.m.

Council Chambers
746 8th Street, Wasco, CA 93280
www.cityofwasco.org

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City of Wasco City Council Special Meeting Agenda, April 21, 2025 SPECIAL MEETING – 4:00 p.m.
1) CA
LL TO ORDER: Mayor
2) RO
LL CALL: Mayor Medina, Mayor Pro Tem Saldaña, Council Members: Martinez, Raya, Reyna
3) FLA
G SALUTE: led by the Mayor
4) NEW B
USINESS:
a. Council finds this action is not a “project” under section 15378 of the CEQA Guidelines; Adopt a Resolution Authorizing the City Manager or designee to finalize and endorse agreements with unWired for Fiber Optic Network Overbuild Project. (Hurlbert)
5) ADJ
OURNMENT:

Thi
s is to certify that this agenda was posted at Wasco City Hall on Sunday, April 20, 2025, on/or before 4:00 p.m., 24 hours prior to the scheduled meeting. The agenda is also available on the City website at www.cityofwasco.org.
_______________
_______________________
Monica Flores, Deputy City Clerk
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TO: Honorable Mayor and Council Members

FROM: M. Scott Hurlbert, City Manager

DATE: April 17,
2025

SUBJECT: Adopt a Resolution Authorizing the City Manager or designee to finalize and endorse agreements with unWired Broadband, LLC for implementation of a Fiber-to-the-Premise network in the City of Wasco.

Recommendation:

Staff recommends the City Council:
1) Adopt a Resolution Authorizing the City Manager or designee to finalize and endorse agreements with unWired Broadband, LLC for implementation of a Fiber- to-the-Premise network in the City of Wasco; and

2) Find that this action is not a project as defined under the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15378, no environmental review is required.

Environmental Review:

Staff has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA). It has been determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA guidelines because it consists of a governmental fiscal/administrative activity that does not result in a physical change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Thus, no environmental review is required.

Background:

On September 17, 2024, at a regular meeting, the City Council adopted Resolution 2024- 4129, authorizing the City Manager or Designee to negotiate, draft, and present to Council for consideration and approval, the agreements necessary to allow unWired Broadband, LLC to move forward with implementation of their proposed Fiber-to-the- Premise network in the City of Wasco. The agreements were to define and document the following:

i. An agreement which sets the scope of the project w ithin the Wasco City Limits, along with the network design designating the planned service area.

STAFF REPORT
City of Wasco

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ii. A Master Encroachment Agreement which governs unWired access to City rights- of-way for installation, maintenance, and operation of the network. iii. An agreement d efining network construction standards and streamlining the permitting, inspection, and approval of plans and construction of the network. iv. One or more lease or purchase agreements are required for housing of the network Central Office and other network equipment structures on City land. v. An agreement defining the scope, term, and purpose of various incentives and services offered by unWired to the City including Internet Service and Dark Fiber provision at designated current and future City facilities.

These negotiations have been conducted, and the resulting draft agreements are attached as exhibits to this report.

Discussion:

At present, the agreements has been organized into three documents:
1) The Project Agreement – This document provides the framework for the entire project. It establishes timelines, legal parameters, and the obligations of both the City and unWired during both the construction and on -going operation of the network. It also establishes the City benefits derived from the project. 2) Exhibit A – The Master Encroachment Permit provides for a single agreement to cover the entire construction phase, rather than dozens of individual permits. 3) Exhibit B – The Lease Agreement documents the terms under which unWired will have access to City land for locating their equipment and distribution system, in particular the “central office” function located behind the City Annex building.

As originally presented, the project will provide competitive high -speed, fiber optic Internet service to Wasco. The network will be owned and operated by unWired Broadband, LLC, through their own private investment. The terms of the agreement waive traditional encroachment, plan -check, and inspection fees through the Master Encroachment Permit. The Lease Agreement also provides space for unWired facilities at no direct cost. In exchange, unWired will provide on -going high-speed Internet service to the City and a comprehensive “dark fiber” network to designated locations. The City will then have free use of the dark fiber for current and future connections to facilities, well sites, camera systems etc.

It is important to note that during negotiations it was agreed that extension of the fiber network to the western edges of Wasco (the wastewater plant and the “Valley Rose” neighborhood) is not financially viable. The parties agreed that a high -speed wireless connection to those areas was acceptable.

Fiscal Impact:

Development of the project agreements has incurred legal fees , which will be partially offset by the $5,000 one-time administrative fee paid by unWired. The additional cost (lost revenue) of waived permit and inspection fees will be offset through the provided Internet service and provision of Dark Fiber infrastructure.

Current legal expenses will be paid from Ado pted FY 24 -25 Budget funds. No budget action is required with approval of this item.

Attachments:

1. Resolution
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2. Resolution 2024-4129

3. Draft Standard PSA

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RESOLUTION NO. 2025 -

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WASCO AUTHORIZING THE

CITY MANAGER OR DESIGNEE TO FINALIZE AND ENDORSE AGREEMENTS WITH

UNWIRED BROADBAND, LLC FOR IMPLEMENTATION OF A FIBER-TO-THE-PREMISE

NETWORK IN THE CITY OF WASCO

WHEREAS, Reliable, high- speed Internet access is critical to the City of Wasco’s economic, educational, and operational future; and a City -wide Fiber- to-the-Premise (“FTTP”) implementation is ideal but beyond the current financial and technical abilities of the City to accomplish internally; and

WHEREAS, unWired Broadband, LLC is an experienced, Valley-based communications provider proposing to design, construct, own and operate a FTTP network in the City of Wasco; and

WHEREAS, On September 17, 2024, at a regular meeting, the City Council adopted Resolution 2024 -4129, authorizing the City Manager or Designee to negotiate, draft, and present to Council for consideration and approval, the agreements necessary to allow unWired Broadband, LLC to move forward with implementation of their proposed Fiber -to-the-Premise network in the City of Wasco; and

WHEREAS, the City and unWired have developed said agreements, attached hereto in their final draft form, subject to City Manager and City Attorney approval.

NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Wasco as follows:

SECTION 1: Authorizes the City Manager or designee to finalize and endorse agreements with unWired Broadband, LLC for implementation of a Fiber -to-the- Premise network in the City of Wasco, subject to City Manager and City Attorney approval.

- o0o-

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I HEREBY CERTIFY that the foregoing Resolution No. 2025 - was passed and adopted by the Council of the City of Wasco at a regular meeting thereof held on April 21, 2025, by the following vote:

COUNCIL MEMBERS: MEDINA, SALDAÑA, MARTINEZ, RAYA, REYNA AYES:

NOES:

ABSTAIN:

ABSENT:

__________________________

VALENTIN MEDINA,
MAYOR of the City of Wasco
Attest: _______________

__________________________________

MONICA FLORES, CPMC
DEPUTY CITY CLERK and Ex Officio Clerk of
the Council of the City of Wasco

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RESOLUTIONNO. 2024 - 4129

A RESOLUTIONOF THECITYCOUNCIL OF THECITYOF WASCO AUTHORIZINGTHECITY

MANAGER OR DESIGNEETO NEGOTIATETERMSAND DEVELOPAGREEMENTSWITHUNWIRED

BROADBAND, LLCFOR A CITY-WIDEFIBEROPTIC NETWORKOVERBUILD WHEREAS, Reliable, high- speed Internet access is critical to the City of Wasco’ s economic, educational, and operational future; and a City- wide Fiber- to- the- Home FTTH”) implementation is ideal but beyond the current financial and technical abilities of the City to accomplish internally; and
WHEREAS, unWired Broadband, LLC is an experienced, Valley- based communications provider proposing to design, construct, own and operate a FTTHnetwork in the City of Wasco; and
WHEREAS, The project involves an investment of several million dollars and requires a number of agreements to ensure the City, its residents, and unWired will fully benefit from the project, including but not limited to:
i. An agreement which sets the scope of the project within the Wasco City Limits, along with the network design designating the planned service area. ii. A Master Encroachment Agreement which governs unWired access to City rights- of-way for installation, maintenance, and operation of the network. A draft copy of this agreement is included with this Staff Report. iii. An agreement defining network construction standards and streamlining the permiting, inspection, and approval of plans and construction of the network. iv. One or more lease or purchase agreements required for housing of the network Central Office and other network equipment structures on City land. v. An agreement defining the scope, term, and purpose of various incentives and services offered by unWired to the City; and
WHEREAS, the City wishes to move forward in good faith to negotiate, draft, and execute the necessary agreements to support the proposed project.

NOW, THEREFORE, BE IT RESOLVEDthat the City Council of the City of Wasco does hereby resolve as follows:

SECTION 1: Authorizes the City Manager or designee to negotiate, draft, and present to Council for consideration and approval, the agreements listed herein, and other agreements deemed necessary to support and enable the fiber optic network overbuild project proposed by unWired Broadband, LLC.
o0o-
Docusign Envelope ID: 85787224- 00D6- 4357-9784- 57019CD77955 8 of 47
I HEREBYCERTIFYthat the foregoing Resolution No. 2024 - 4129 was passed and adopted by the Council of the City of Wasco at a regular meeting thereof held on September 17, 2024, by the following vote:

COUNCIL MEMBERS: MEDINA, SALDAÑA, MARTINEZ, RAYA, REYNA AYES: MEDINA, MARTINEZ, RAYA, REYNA
NOES: NONE
ABSTAIN: NONE
ABSENT: SALDAÑA

VALENTINMEDINA
MAYOR of the City of Wasco
Attest: _______________
MARIA O. MARTINEZ, CMC
CITYCLERKand Ex Officio Clerk of the
Council of the City of Wasco
Docusign Envelope ID: 85787224- 00D6- 4357-9784- 57019CD77955 9/ 18/ 2024
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CITY OF WASCO – UNWIRED BROADBAND

FIBER-TO-THE-PREMISE (FTTP) PROJECT AGREEMENT

This Fiber-to-the-Premises (FTTP) Project Agreement (“AGREEMENT”) is made effective as of _______________, 2025 by and between the City of Wasco, a municipal corporation of the State of California located in Kern County (hereinafter called the “City”), and unWired Broadband, LLC, a California limited liability company with its principal place of business at 215 W. Fallbrook Ave, Suite 101, Fresno, CA 93711 (hereinafter “Company”). City and Company are collectively known as the “Parties.”

WHEREAS, Company holds a California video franchise to provide video service ("DIVCA Franchise Certificate”) for the provision of video services, including the right to access public rights-of-way within the franchise service area footprint specified in the DIVCA Franchise Certificate;

WHEREAS, Company desires to procure and construct a primarily underground fiber-to-the-premises network in the public streets within the geographic limits of the City of Wasco for the purpose of offering broadband and other services to residents and businesses (“unWired Network”) and intends to amend its DIVCA Franchise Certificate to include the City of Wasco within the franchise service area footprint; and

WHEREAS, City recognizes there is a public purpose and public benefit being served in encouraging and facilitating the deployment of fiber optic infrastructure to improve the availability of competitive broadband and other communications services; and

WHEREAS, City of Wasco Municipal Code, Chapter 12.16 (Excavations) requires that any person desiring to make or fill any excavation in any “public place” including any public street, first obtain a permit to do so from the City; and

WHEREAS, Company has requested from the City a city-wide master encroachment permit to install the unWired Network in the public rights-of-way, and a lease to use a portion of City-owned property for associated equipment; and

WHEREAS, in or
der to minimize the amount of public disruption from the Company’s proposed city-wide construction project, and for other City and public benefits including dark fiber, the City is willing to grant a master encroachment permit and lease upon the terms specified in this AGREEMENTgreement and the Exhibits; and

NOW THEREFORE, in consideration of the mutual promises and agreements hereinafter contained, the parties hereto agree as follows:

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A. C OMPANY AUTHORIZATION TO ENCROACH UPON CITY PUBLIC RIGHTS-OF-WAY

1. Authorization.
a. The City hereby gives Company permission to encroach under its public rights-of-way for the purpose of the installation, maintenance, and operation of the unWired Network under the terms and conditions set forth herein and subject to the issuance of a master encroachment permit (“Master Encroachment Permit”) substantially in the form attached hereto as Exhibit A. The parties shall negotiate in good faith to ensure that the Master Encroachment Permit is issued in accordance with this Section by April 30, 2025, but no later than May 31, 2025. If the Master Encroachment Permit is not issued by May 31, 2025, the Company may choose to terminate this AGREEMENT on or before June 15, 2025, upon notice to City, without any liability. The permission granted hereunder shall not in any event constitute an easement on or an encumbrance against the public rights-of-way. No right, title or interest in the public rights-of-way, or any part thereof, shall vest or accrue in Company or any other entity or person by reason of this AGREEMENT, the issuance of an encroachment permit or the exercise of the privileges given thereby.
b. C ompany will obtain and maintain all state and federal authorizations necessary to do business in the State of California, to build and operate the unWired Network, to deliver the services and to fulfill the other commitments discussed herein. Company will promptly provide written notice to the City if any state or federal regulator or other person or entity initiates a lawsuit or other proceeding challenging or questioning the accuracy of any of the representations in this Section A(1).
c. The Company will notify the City when the California Public Utilities Commission (“CPUC”) approves the amendment to the Company’s DIVCA Franchise Certificate to cover the City of Wasco and provide a copy thereof upon request.

2. T
erm . This AGREEMENT shall be for a term of twenty (20) years (the “Initial Term”) from the effective date of this AGREEMENT, unless earlier terminated in accordance with Sections B(4)(e)-(f). Company’s occupation of the public rights-of-way in the City of Wasco to excavate, install, maintain, and operate the unWired Network is subject to all of the limitations and restrictions herein contained. Not less than twelve (12) months prior to the end of the Initial Term, Company may renew this AGREEMENT and any related agreements on the same terms for a period of five (5) years (“First Renewal Term”) by providing written notice to the City in accordance with the notice provisions of this AGREEMENT. Not less than twelve (12) months prior to the end of the First Renewal Term, the Company may renew this AGREEMENT and any related agreements on the same terms for an additional five (5) years (“Second Renewal Term”), by providing written notice to the City in accordance with the notice provisions of 11 of 47

this AGREEMENT. Thereafter, this AGREEMENT may be renewed on the same or different terms, if mutually agreed by the Parties.

3. C ompensation to City .
a. Upon full execution of this AGREEMENT by both parties, Company shall pay to the City the sum of $5,000 which shall be an administrative fee for City services incurred in processing this request.
b. Company shall not be required to pay to the City any fees for its occupation and use of the public rights-of-way except those required by law or by this AGREEMENT.
c. Any payment due from Company to City under any provision of this AGREEMENT which is not paid when due shall bear interest at the highest amount allowed by law, but the payment of such interest shall not excuse nor cure any other default by Company under this AGREEMENT. All payments shall be paid without deduction or offset except as herein provided, in lawful money of the United States to City at the following address: City of Wasco Attn: Finance Department, 764 E Street, City of Wasco, California 93280, or at such place as City may from time to time designate in writing. d. In addition to the interest payable pursuant to (c) above, in the event any payment is late, the following schedule of late charges shall be applicable to that portion which is overdue as follows: late 10 days but fewer than 30 days -- 2% of the amount due; for each additional 30 days or fraction thereof over 30 days an additional 2% of the amount, including interest due under (c) above.

B.

C OMPANY’S RESPONSIBILITIES

1. Company Investment. Company will build, own, and maintain the unWired Network in accordance with this AGREEMENT, the issued Master Encroachment Permit and the lease in Exhibit B.

2. Commitment to Fiber-to-the-Premises.
a. Company will construct and install the unWired Network as shown in Attachment 1 (unWired Network Route), to the issued Master Encroachment Permit (“the “Service Area”). The City commits to promptly adviseadd Company to its existing standard development notifications procedure for all utilitiesof any proposed changes to the geographic limits of Wasco and of any future plans to build or expand residential areas within Wasco of which the City Manager is aware.1

1 Note to Wasco: Please propose how unWired would become aware of Wasco’s proposed changes or future plans to build/expand residential areas to submit a written request for such information? We are asking for Wasco to notify unWired of these conversations as they develop, not after they become public knowledge, otherwise what is the utility of this provision. Reminder that this language was alternative to Wasco’s rejection of right of first refusal language.
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b. C ompany will begin the unWired Network build by May 2025, or within thirty (30) days of City’s issuance of the Master Encroachment Permit, whichever is later, and complete it within 24 months of commencement of the build (the “Construction Period”).

The Parties may extend the Construction Period by mutual agreement for a period not to exceed 12 additional months; provided that notwithstanding anything to the contrary in this AGREEMENT or any other agreements between Company and the City may not refuse to agree to extend the Construction Period for any period of, any delay in the build arising from City’s actions and not the fault of Permitteewill automatically extend the Construction Period by a commensurate period of time. No construction in public right-of-way will commence until City receives the notice in Section A(1)(c) and issues the Master Encroachment Permit.
c. C ompany will designate a public relations contact, and provide a phone number and email for that contact to the City and post the contact information prominently on its website where Company’s City of Wasco fiber project and services are being advertised. The contact will be responsible for responding to any and all questions, complaints, and concerns from the general public during the Construction Period.
d. Company will notify residents and businesses of upcoming construction by Company on their streets or blocks via a written communication sent to all impacted addresses no less than two weeks prior to commencement of planned construction on their street or block, and via a door-hanger the week before planned construction begins. The written communication and door hanger shall include the contact information for Company’s designated public relations contact and describe the potential impacts such as dust, noise, temporary loss of parking and the duration of the construction. The letter and door hanger shall also include language specifically addressing any anticipated pullbox or above ground equipment installations on parkways when applicable. e. At least seven (7) days prior to sending out the first set of written communication notifications pursuant to (d), Company shall provide a draft to the City Engineer/Public Works Director for review and approval.
f. On a monthly basis during the Construction Period,
Company shall provide the City with a report of all notifications made pursuant to (d) during the prior month including a list of addresses, type of notification (letter or door hanger), date mailed or date delivered etc) and a summary of any public feedback received related to the construction.

3. Internet Access Services. Company will use the unWired Network to offer Internet access services with a speed tier of 1 (one) symmetrical gigabit per second (Gbps) (“Gigabit Internet Access Services”) to residential and other end users Commented [GK1]: Moved to Master Encroachment
Permit
Formatted: Indent: Left: 1.5", No bullets or numbering 13 of 47

within the Service Area. Company may also offer other lower and higher speed tiers of Internet access services. All Internet access services shall be backed by technical support provided 24/7/365.

4. W arranty and Maintenance. Company will maintain and repair all network elements built or installed by Company as part of the unWired Network, for as long as the unWired Network remains in the public right-of-way. Warranty and maintenance requirements are further described below and may be supplemented in City permits.
a. Construction Standards. All work and entry upon, over, under, or along the public rights-of-way related to the unWired Network shall be done under the supervision of Company in a good and skillful manner and during the Construction Period shall comply with the construction standards attached to the City-issued Master Encroachment Permit. Work after the Construction Period shall comply with the construction standards attached or referenced in the applicable permit(s). To this end, Company shall designate a representative, agent or contractor with decision making authority to be physically present at any construction site at all times that construction or excavation is being conducted pursuant to this AGREEMENT. Any excavations in connection with the unWired Network shall be monitored by Company for disturbance of the surrounding area.
b. R
epairs. Any and all damage to any property or public right-of-way resulting from the installation, maintenance, and operation of the unWired Network by Company shall be repaired by Company at no expense to the City and to the satisfaction of the City or the reasonable satisfaction of the affected property owner. In addition, Company agrees to restore all property or public right-of-way affected by construction of the unWired Network to the condition it was in prior to commencement of construction of the unWired Network, at no expense to the City or the affected property owner and to the satisfaction of the City and the reasonable satisfaction of the affected property owner.
c. D
amages to Property. Company shall assume all responsibility for all damages to property (including the unWired Network) or injuries to persons (including accidental death) which may arise from or be caused by Company’s performance under this
AGREEMENT or by the performance of any other party which Company directly or indirectly employs to perform under this AGREEMENT. The City shall assume all responsibility for all damages to property (including the unWired Network) or injuries to persons (including accidental death) which may arise from or be caused by the City, including its employees, contractors, or agents.

The obligations of this paragraph apply regardless of whether such damage or injury accrues or is discovered before or after termination of this AGREEMENT.

Commented [GK2]: Partially covered by (d) below and also incorporated into (h) below with respect to damage to
unWired Network.
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d. C ity Remedial Work . In the event Company fails to perform any of its obligations under Section B.4.b of this AGREEMENT within the period after delivery ofspecified in the written notice of such failure specified in Section B.4.e belowprovided by City and the City performs any work, the City shall only be obligated to perform such work in a manner consistent with the standard practices of the City in performing street work and construction. The City shall not be obligated to repair or replace any materials or improvements, and the City shall not be responsible for any damages to Company as a result of the City performing such remedial work, unless any damages arise from the negligence or willful misconduct of City, including its employees, contractors, or agents; provided however, City shall not be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages. Company shall reimburse the City its full costs, including allocated overhead, of any remedial work performed by City pursuant to this paragraph. e. Notices of Failure to Perform. (i
) If Company fails to perform any
of its obligations under this AGREEMENT, the City will notify the Company in writing of such failure and notify the Company in writing of such failure in accordance with the notice provisions of this AGREEMENT. and Company shall remedy such failure within the following period after delivery of written notice by City: (i) within 24 hours for Emergency Repairs as defined below; and (ii) within 30 calendar days for material breaches of the Company’s obligations under this AGREEMENTgreement, including non- emergency repairs or maintenance or failure to pay amounts due to City. (ii) except as provided in (v) below, iIf the nature of the alleged failure to perform is such that it cannot reasonably be remedied within the applicable 30 calendar period after notice, then Company shall initiate and diligently pursue the remedial process to completion. (iii) If Company fails to timely remedy any failure to pay amounts owed to City within 30 calendar days after notice hereunder, the amounts owed will automatically accrue interest at 1% interest per month. (iv) except as provided in (v) below, if any of alleged failure is not timely remedied, the City may pursue other remedies including but not limited to issuance of a stop work order, suspension of any applicable encroachment permit or specific portions thereof. (v) If the alleged failure to perform cannot reasonably be remedied within the 30 day calendar period and involves any obligations under B.2.b, B.3 or B.5, Company shall, and notify City in writing of its remedial plan including the steps that Company will take and the estimated time for completion. If the City has any objections to the remedial plan, it shall advise Company and the parties will meet and confer in good faith to mutually agree on the remedial plan. “Emergency Repairs” means work to correct a hazardous condition where such condition would risk injury, loss Commented [GK3]: This is only for city stepping in to do repairs now
Commented [GK4]: The intent here is 30 days notice for all breaches and city remedy if not timely cured (unless nature of breach means it will take longer than 30 days and they diligently pursue) may be stop work order, or suspension of encroachment permit .. If breach is a failure to pay also start accruing interest if not paid after 30 days notice. If nature of breach means it will take longer than 30 days, and involves failure to build out in Construction Period or provide 1 Gig symmetrical service or the Dark fiber/point-to-point wireless commitments, city gets a cure plan and you have to mutually agree to it. If you can’t agree within 30 days or they don’t comply with the agreed cure plan, then city can stop work, suspend encroachment permit or in case of the dark
fiber/point-to-point only, go to court to get specific
performance.

I chose this because I don’t see how termination helps and the other alternative might be to pick a high number for liquidated damages but then you would have to try to collect. 15 of 47

of life, substantial pr operty damage, or where immediate correction is required to maintain or restore essential public utility service of gas, water or electrical service. Upon the occurrence of an unremediedIf the parties are unable to mutually agree to a remedial plan within thirty (30) days, or if Company does not timely complete the remedial plan, the City may pursue other remedies including but not limited to issuance of a stop work order, suspension of any applicable encroachment permit or specific portions thereof, or in the case of B.5 only, in addition bringing suit at law or equity for monetary or other damages, to obtain specific performance of the obligation failure to perform, provided such failure to perform was solely due to unWired’s failure to perform, the City may terminate this AGREEMENT by delivering written notice to Company. f. Abandonment. After construction of any portion of the unWired Network has been completed, if Company, or any permitted assigns or successors of the Company, ceases use of or abandons the unWired Network or any portion thereof for a continuous period in excess of one hundred eighty (180) days, or if the Agreement AGREEMENT is terminated pursuant to (e) above, the City will require Company, or its permitted assign or successor, to remove the unWired Network and return any affected property to a condition satisfactory to City or, if the City so elects, leave in place and transfer the unWired Network to the ownership of the City without the payment of any compensation. Upon any such City election, Company, or its permitted assign or successor, shall take all steps reasonably necessary including, but not limited to, executing any documents needed to transfer ownership of the unWired Network to City.
g. Relocation.

Company shall remove or relocate, without cost
and/or expense to City, the unWired Network, or any part of it, if and when made necessary by either the installation, abandonment, change of grade, alignment or width of any street, sidewalk or other public facility or the construction, maintenance or operation of any other City or other public agency underground or aboveground facilities (including, by way of example and not limitation, any sewer, storm drain, conduits, gas, water, electric or other utility systems or pipes), provided that City or other public agency is acting in its governmental capacity. ; and provided that, tNotwithstanding the foregoing, the City shall reimburse Company for the City’s pro rata share of the actual expensescost share of the removal or relocation to the extent such removal or relocation includesof the City Dark Fiber, as defined in Section 5(a) of this AGREEMENT. The City’s pro rata share will be determined by (a) determining the percentage of the shared segment to be removed or relocated that contains City Dark Fiber (“Per Foot Quotient”), then (b) dividing the City’s total number of fibers by the total 16 of 47

number of fibers in th e shared segment to be removed or relocated (“Per Fiber Quotient”); and then (c) multiplying the quotient by the total costs for removal or relocation by the Per Foot Quotient and then multiplying by the Per Fiber Quotient. Tand the product is the City’s share of the cost associated with the removal or relocation of the impacted fibers. For purposes of clarification and example only, there is a 100 foot segment of twenty (20) fibers that must be removed or relocated and there are four (4) City Dark Fibers present in 50 feet of that segment. if tThere are twenty (20) fibers that must be removed or relocated and the City owns or controls four (4) of the twenty (20) and the cost of removal or relocation is $100,000. The Per Foot Quotient is 50 divided by 100 or 0.5. The Per Fiber Quotient is, four (4 ) – the total number of City fibers owned or controlled – would be divided by twenty (20) – the total number of impacted fibers – where the quotient is or 0.2. Therefore;

0.5 multiplied by 0.2 – the quotient – is multiplied by $100,000 – the total cost of the removal or relocation – and the productequals $120,000 – whichwhich is 0.2 times $100,000 – would be the City’s share of the removal or relocation of the impacted fibers. In the event all or any portion of any public rights-of-way occupied by unWired Network is needed by City or other public agency for a governmental purpose or in the event the existence of unWired Network or any part of it shall be considered detrimental to the public health, safety, welfare, or convenience or to governmental activities including, but not limited to, interference with City or other public agency construction projects, or is in conflict vertically and/or horizontally with any proposed City or other public agency installation, Company shall remove and relocate unWired Network or the involved part of it, without cost or expense to City or other public agency, to such other location or locations on the public rights-of-way as may be designated by City or other public agency.

Said removal or relocation shall be completed, without cost or expense to City, within ninety (90) days of notification by City or other public agency unless urgent needs dictate a shorter period for removal or relocation. In the event unWired Network or the involved part of it is not removed or relocated within said period of time, City or other public agency may cause the same to be done at the sole cost and expense of Company. Further, in the event of an emergency, as reasonably determined by City or other public agency, City or other public agency may remove or relocate unWired Network or the involved part of it without prior notice to Company, provided that Company is notified within a reasonable period thereafter. To the extent relocation of unWired Network or the involved part of it is required solely to accommodate (i) a non- public agency third party for non-governmental reasons, (ii) City acting in a proprietary capacity for non-governmental reasons, or 17 of 47

(iii) City acting on behalf of a non-public agency third party for non- governmental reasons, the relocation shall be paid for in advance by City or the non-public agency third party.
h. N o City Liability /Exceptions. In no event shall City be liable, under any theory, to Company for any damage to unWired Network caused by any excavation or work performed by or on behalf of the City, including by its employees, contractors, or agents, at or near the location of the unWired Network, except if such damage arises from the negligence or willful misconduct of City, including its employees, contractors, or agents, for which City shall assume all responsibility; provided however, City shall not be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages. Nor shall City be liable to Company, under any theory, for damage to the unWired Network caused by any third parties, except if such damage arises from the negligence or willful misconduct of City, including its employees, contractors, or agents Claims by Company for indemnification by City covered by (j) below.
i. Dig Alerts. Company shall become a member of "Underground Service Alert of Northern California" and agrees to maintain and keep current its membership in said organization throughout the term of this AGREEMENT, and to comply with "Underground Service Alert of Northern California" noticing and other requirements.
j. I
ndemnification. To the fullest extent permitted by law, Company shall indemnify, protect, defend, and hold harmless the City, its City Council, officers, officials, and employees or agents directly involved in the performance of this AGREEMENT (“City
Indemnitees”) from any and all third-party claims, demands, losses, costs, expenses, fees, penalties, damages, or liability of any kind , in law or in equity, to property or persons (collectively, “Claims”) to the extent such Claims arise out of or result from the breach by Company of this AGREEMENT, the installation,
operation and maintenance of the unWired Network, or the negligent acts or omissions or willful misconduct of the Company, provided, however, that unWired’s indemnification obligations shall not extend to liability to the extent caused by the negligence or willful misconduct of any City Indemnitee. To the fullest extent permitted by law, and subject to the limitations and conditions set forth in California Government Code the City shall indemnify, protect, defend, and hold harmless the Company, its directors, officers, employees, contractors, and agents against any Claims, in law or equity, to the extent such Claims arise out of or result from (i) the public WiFi network as described in Section 5(d) of this AGREEMENT, or and (ii) the negligence or willful misconduct of the City Indemnitees in the performance of this AGREEMENT. The Commented [GK5]: Added per note above in c
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City’s obligation to indemnify shall be limited to the extent aut
horized by law and shall not constitute a gift of public funds under California law. The party seeking indemnification (“Indemnified Party”) shall have the right to approve the attorneys selected by the party providing indemnification (“Indemnifying Party”) to represent them, such approval shall not be unreasonably withheld. In the event the Indemnifying Party does not provide attorneys acceptable to the Indemnified Party, the Indemnified Party may select attorneys of their choice, so long as the attorney’s rates do not exceed the rates the Indemnifyingied Party pays for legal services in similar matters involving comparable risks and complexities. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, as part of any settlement (a) admit to liability or fault on the part of the Indemnified Party, or (b) agree to an injunction against the Indemnified Party. The Indemnified Party must provide written notice to the Indemnifying Party upon becoming aware of any Claim that may trigger an indemnification obligation. Notice must be delivered within a reasonable time, not exceeding (30) days after the indemnified party becomes aware of the Claim provided that such time period does not materially prejudice the Indemnifying Party. The content of the notice shall include (x) a detailed description of the Claim, including relevant facts and circumstances; (y) a clear statement of the Indemnified Party’s intent to seek indemnification; and (z) copies of pertinent documents (e.g., demand letters, complaints, or pleadings), if available. Failure to provide timely notice consistent with this Section does not relieve the Indemnifying Party of its obligations unless such failure materially prejudices the Indemnifying Party’s ability to defend the Claim. The Indemnified Party must fully cooperate with the Indemnifying Party in defending the Claim. Cooperation includes, but is not limited to, providing all relevant documents, records and information in the Indemnified Party’s possession in a timely manner, making available personnel necessary for the defense, and assisting with responses, pleadings, and other legal documents as needed. The indemnification obligations under this Section shall survive until the later of 60 days following the expiration of the statutory period of limitations applicable to the subject matter of the Claim (giving effect to any waiver, mitigation or extension thereof) or : (A) with respect to Claims related to the construction and installation of the unWired network for one (1) year following the end of the Construction Period; and (B) for all other Claims wholly unrelated to construction and installation of the unWired network, one (1) year after the termination, for any reason, of this AGREEMENT or any renewal term, provided that any Claim for which notice has been properly 19 of 47

given within such period shall continue to be subject to indemnification until finally resolved.
k. Intellectual Property. Company represents, warrants, and covenants to the City that it shall perform its responsibilities under this AGREEMENT in a manner that does not infringe, or constitute an infringement or misappropriation of, any intellectual property rights of any third party.
l. C
onstruction Warranty. In addition to other express or implied obligations and assurances under this AGREEMENT, Company represents, warrants and covenants to the City that all workmanship and materials which it uses in the construction of the unWired Network (other than the fiber optic cables and other supplies obtained) shall be free from defects and shall conform to the drawings, submittals, and specifications as to kind, quality, function and characteristic of materials and workmanship specified by Company in this AGREEMENT and its permit applications, and shall remain in good condition and shall be free from any fault or defect for a period of five (5) years from the date of installation. m. I
nsurance. The Company shall maintain valid general liability insurance in the combined single limit (bodily injury and property damage) amount of $3,000,000 general aggregate, commercial automobile liability insurance in the minimum amount of $1,000,000, and provide certificates of such insurance naming the City of Wasco as an additional insured by endorsement to the policies. The Company shall maintain an umbrella excess policy in the minimum amount of $3,000,000 over primary insurance.

Additionally, the Company shall maintain and show proof of workers’ compensation within state statutory limits and employer’s liability insurance in the minimum amount of $1,000,000. 20 of 47

n. Dig Once. Company shall provide notice to the City of its planned routes in the form of a KMZ file or another format acceptable to City as soon as they are ready. The date of receipt of the notice of the planned routes for the various permit zones is agreed to be the effective date of this AGREEMENT. Upon receipt of this
information, the City shall review it to determine whether adding City communications infrastructure to the proposed excavation project would be both financially feasible and consistent with the City's goals. The City shall advise Company of its decision to participate or not within seven (7) days of receiving the routes. If the City decides to participate, Company shall provide an estimate of the incremental costs of City participation within seven (7) days from the City’s request to participate. If the City accepts Company’s estimate, the City shall be responsible for Company’s incremental costs when the City participates in an excavation project by installing City communications infrastructure. Company shall be responsible for invoicing the City for the mutually agreed upon incremental costs after installation and City final inspection/approval of the construction. City shall pay the invoice within sixty (60) days of receipt. In no circumstance will City be responsible for any costs exceeding the mutually agreed upon incremental costs unless the City approves the inclusion of such additional costs in writing prior to Company invoicing. o. As Built Maps. Company shall provide City with as built maps for each permit within thirty (30) days of completion of construction and final inspections.

5. D
ark Fiber and Point -to-Point Wireless Connections in Lieu of Permit Fees/Additional Community Benefits. In addition to the anticipated benefits of offering Fiber Internet Access Services to the public via the unWired Network, Company agrees to provide the following City and community benefits:
a. Dark Fiber and Point-to-P oint Wireless Connections in Lieu of Permit Fees. In lieu of payment of permit fees for the Master Encroachment Permit and other permits and inspections during the Construction Period, CityITY h ereby waives its rights to charge permit fees and encroachment fees in connection with Company’s initial placement of the unWired Network in the public right-of-way as contemplated in this AGREEMENT in exchange for which Company hereby agrees to make an in-kind contribution to the City of four (4) strands of dark fiber (“City Dark Fiber”) in and along the routes and point-to-point wireless connections to the indicated locations set forth in the attached Exhibit C Fiber/Wireless Addendum. The City Dark Fiber and point-to-point wireless connections shall be for City’s exclusive use for so long as this AGREEMENT remains in force, and thereafter, if City elects ownership pursuant to Section B.4.f.

Commented [GK6]: unWired is preparing Fiber Addendum
that will have tech specs, SLA and identify the
Commented [GK7]: this is the abandonment provision
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b. Use of Dark Fiber. U nder no circumstances shall the City use the City Dark Fiber or point-to-point wireless connections to provision commercial broadband service offerings to the public, nor shall the City make the City Dark Fiber or point-to-point wireless connections available to Company’s competitors for the purpose of provisioning commercial broadband service offerings to the public.

Notwithstanding the foregoing, if Company fails to offer commercial broadband services competitively-priced dark fiber inter-campus connections to schools located in City of Wasco within twelve (12) months of the end of the Construction Period, City shall have the right to use make the City Dark Fiber to provisionavailable commercial broadband service offerings to such schools. c. Commitment to Local Presence. Company will invest in hiring, advertising and where feasible, procurement of products and services from individuals and businesses located in City of Wasco. d. F
ree Public WiFi Service. unWired is willing to help the City install public WiFi in specific public areas as determined by, and agreed to, by the City and unWired, provided that, and notwithstanding anything in this Agreement or any other agreements between the City and unWired, (1) these public areas must not conflict with unWired’s intended serviceable areas; (2) the costs for installation will not exceedten thousand dollars ($10,000); (3) the City is solely and exclusively responsible for all costs associated with maintaining the WiFi network; and (4) all use of such WiFi networks will be subject to users agreeing to written terms of service that include the “User Indemnification, Cybersecurity, and Waiver of Liability” provisions included as Exhibit [X] to this Agreement.

6. Compliance With Laws; Taxes; Prevailing Wages.
a. Company’s performance under this AGREEMENT shall be in compliance with all applicable federal, state, and local laws and government rules and regulations.
b. T he parties agree that no possessory interest is created by this agreementAGREEMENT. However, to the extent that a possessory interest is deemed created, Company acknowledges that notice is and was hereby given to Company, pursuant to California Revenue and Taxation Code Section 107.6, that use or occupancy of any public property pursuant to the authorization herein set forth may create a possessory interest which may be subject to the payment of property taxes levied upon such interest. Company shall be solely liable for, and shall pay and discharge prior to delinquency, any and all possessory interest taxes or other taxes levied against Company’s right to possession, occupancy, or use of any public property pursuant to any right of possession, occupancy or use created by this agreementAGREEMENT.
c. Company is aware of the requirements of California Labor Code sections 1720, et seq., and 1770, et seq., as well as California 22 of 47

Code of Regulations, Title 8, Section 16000, et seq. (the “Prevailing Wage Laws”). Company shall comply with such Prevailing Wage Laws with respect to any work under this AGREEMENT which Company determines or is determined by the Department of Industrial Relations or by a court to be, a “public works” project under California law. Company shall also defend, indemnify, and hold harmless City, its elected officials, officers, employees and agents from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws in connection with this AGREEMENT. For the avoidance of doubt, this Section shall not be construed to imply that any work under this AGREEMENT is a public works project.

C.

O THER TERMS

1. Responsibility for Costs. Except as specified otherwise herein, each Party will be responsible for and bear all of its own costs and expenses incurred at any time in connection with the performance of its responsibilities under this AGREEMENT.

2. Applicable Law and Venue. This AGREEMENT shall be governed by the laws of the State of California. Any dispute or controversy arising under or related in any way to this AGREEMENT shall be adjudicated by a federal or state court of competent jurisdiction over Kern County, California.

3. Counterparts. T
his AGREEMENT may be executed in counterparts,
each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

4. Force Majeure. In the event Company i
s unable to perform any of the
terms of this AGREEMENT by reason of strikes, riots, acts of God (including but not limited to earthquake, wild fire, epidemics and pandemic) acts of public enemies, supply chain delays, or other such cause beyond its control, it shall not be deemed to be in default or have forfeited its rights hereunder if it promptly notifies City of the force majeure event and commences and prosecutes such performance with all deliberate speed upon the cessation of the force majeure event. For purposes of this AGREEMENT, the Parties agree that delays caused by third parties not issuing necessary permits through no fault of Company, that those permits and encumbrances to be issues by third parties are events beyond the control of Company or the City and shall be treated as force majeure events for all purposes.

5. C
umulative Remedies. No provision herein made for the purpose of securing the enforcement of terms and conditions of this AGREEMENT shall be deemed an exclusive remedy, or to afford the exclusive procedure, for the enforcement of said terms and conditions, but the remedies and procedures herein provided, in addition to those provided by law, shall be deemed to be cumulative.

6. N
otices. All notices required or provided for under this AGREEMENT shall be in writing, delivered in person or by certified mail, return receipt requested, addressed to the parties as indicated, below. Any notice so delivered shall be effective on the date of its delivery. Any party may change its address for notice by giving ten (10) days’ notice of such change in the manner provided for in this paragraph. Notices may be served as follows:
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a. Upon City, to City of Wasco, Attn: City Manager, 746 8th Street, City of Wasco, CA 93280, with a courtesy email copy to City Clerk:
[email protected], or at such address as City may subsequently provide to Company, and depositing such notice in the United States mail, postage prepaid or,
b. Upon Company, to _________________________, or at such address as Company may subsequently provide to City, and depositing such notice in the United States mail, postage prepaid, provided, however, that any notices relating to issues that provide the City with the right to terminate this AGREEMENT or any other AGREEMENT entered into by the parties shall be delivered by overnight delivery using the U.S. postal service or a national carrier in addition to sending such notice by email.

7. P
revailing Party. If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this AGREEMENT, the prevailing party shall be entitled to receive from the losing party reasonable costs and expenses in such amount as the court or arbitrator may adjudge to be reasonable attorney's fees and costs incurred by the prevailing party in such action or proceeding.

8. Captions.

The captions herein are for convenience and references only and are not a part of this AGREEMENT and do not in any way limit, define or amplify the terms and provisions hereof.

9. No Assignment. Company may assign or transfer any of its rights or obligations in this AGREEMENT with prior notice to the City. Company and the entity to which the rights are to be assigned shall sign an assignment and assumption agreement whereby the transferee agrees to be bound by and comply with the terms of this AGREEMENT, including any exhibits and amendments. Any sale, lease, assignment, or transfer of any interest in this AGREEMENT effected without complying with this paragraph shall be null and void and of no legal effect.

10. Sub-C
ontracting. Company may delegate or subcontract with any third party for the performance of any of its responsibilities or duties under this AGREEMENT; provided that (i) Company shall ensure the subcontractor is licensed and qualified to perform the work and the third party contract contains at least the same level of restrictions on the subcontractor as those contained in this AGREEMENT; and (ii) any delegation or subcontracting by Company will not operate to relieve Company of its responsibilities and obligations under this AGREEMENT. Rather, Company remains responsible and liable for any work performed by a subcontractor as if Company had performed the work itself and Company accepts complete responsibility for the acts or omissions of its agents, subcontractors and all others it hires, engages, or contracts with to perform or assist in the performance of the AGREEMENT.

11. No Waivers. A waiver by the City of any breach of any term, covenant or condition contained in this AGREEMENT shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained in this agreement, whether of the same or different character. 24 of 47

12. S everability. If any part of this agreement is held invalid, the remaining terms and conditions shall not be affected unless their enforcement under the circumstances would be unreasonable, inequitable, or otherwise frustrate the purposes of this agreement.

13. Independent Contractors. T
he parties are independent entities and are
not to be, and shall not be, construed as joint venturers, partners, employer/employee, or agents one of the other, and neither shall have the power to bind or obligate the other except as set forth in this AGREEMENT.

14. Entire Agreement.

This AGREEMENT, including the exhibits attached
hereto, constitutes the entire agreement between the parties and supersedes any previous oral or written agreements with respect to the subject of this AGREEMENT, including the Binding Term Sheet. No amendment or modification to the AGREEMENT shall be valid and binding unless in writing and signed by authorized representatives of both parties.

15. Representations.

Each party represents, with respect to this
AGREEMENT: (a) has taken all corporate and/or governmental action necessary for the authorization, execution and delivery of such agreement and to make such agreement legal, valid and binding; (b) has no agreement or understanding with any third party that interferes with or will interfere with its performance of the Party’s obligations under this AGREEMENT; and (c) is not interfering with any other party’s rights or contracts, or violating the terms of any agreements with other parties, by entering into and/or performing under the terms of this AGREEMENT.

I
N WITNESS WHEREOF, the authorized representatives of the parties hereby sign below:

CITY OF WASCO
By:

Name: M. Scott Hurlbert
Title: City Manager
Date:

APPROVED AS TO FORM
By:

Name:

Title: City Attorney
Date:
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UNWIRED BROADBAND, LLC
By:

Name:

Title:

Date:

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Exhibit A: For m of Master Encroachment Permit

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Exhibit B: Lease

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Exhibit C: Fiber Addendum

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Exhibit [X]: User Indemnification, Cybersecurity, and Waiver of Liability

To t he fullest extent permitted by law, by accessing and using the WiFi Service (the “Service”), you (the “User”) agree to indemnify, defend, and hold harmless unWired Broadband, LLC (“Service Provider”), its successors and assigns their affiliates, officers, directors, employees, agents, contractors, licensors, suppliers, and any third-party service providers (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, costs, and expenses (including but not limited to reasonable attorneys’ fees and legal expenses) arising out of or related to:

1. Your use or misuse of the Service, including any unauthorized, fraudulent, or unlawful activities conducted through the Service;

2. Any data transmissions, communications, or content sent, received, accessed, downloaded, uploaded, or otherwise distributed via the Service, including claims of copyright infringement, privacy violations, fraud, or unlawful activity;

3. The introduction, transmission, propagation, or distribution of any malware, viruses, Trojan horses, worms, spyware, ransomware, keyloggers, exploits, rootkits, backdoors, or any other malicious code, cyber threats, or unauthorized software affecting the Service, whether intentional or unintentional;

4. Any security breaches, unauthorized access, hacking, denial-of-s ervice (DoS) or distributed denial-of-service (DDoS) attacks, phishing, credential theft, identity fraud, or network intrusions occurring through or in connection with your use of the Service;

5. Your violation of these Terms of Service, any applicable laws, or third- party rights (including but not limited to intellectual property, privacy, and contractual rights);

6. Any harm, loss, or damage suffered by third parties resulting from your actions while using the Service, including the unauthorized collection, storage, or transmission of personal information.

This indemnification obligation shall survive any termination, modification, expiration, assignment, or transfer of this agreement, and shall extend to any successors or assigns of the Service Provider.

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Exhibit A

MASTER ENCROACHMENT PERMIT FOR FTTP PROJECT
unWired Broadband, LLC (PERMITTEE)
This Master Encroachment Permit (“Permit”) is issued by the Public Works Director of the City of Wasco pursuant to Wasco Municipal Code, Title 12, Chapter 12.16 Excavations.

1. S ubject to the conditions set forth below, this Permit allows Permittee to construct and install Fiber-to- the-Premises (FTTP) Network Facilities in the public rights-of-way within the corporate limits of the City of Wasco. “Network Facilities” may consist of aerial and underground fiber optic cables, lines, or strands , underground conduits, vaults, access manholes and handholes, electronic equipment, batteries, pedestals, boxes, cabinets, and other similar facilities. This Permit governs all FTTP Network Facilities construction and maintenance activities by Permittee for the “Construction Period” as defined in that certain Fiber-to-the-Premise (FTTP) Project Agreement dated __________, 2025 by and between the City of Wasco and the Permittee (the “Project Agreement”). After the expiration of the Construction Period, Permittee shall be required to apply for any additional permits and pay all applicable permit fees for any new work it desires to perform in the public rights-of-way involving the Network Facilities or other facilities.

2. A general route and proposed design of Permittee’s FTTP Network is attached as Attachment 1 .

Under this Permit, City approves Permittee to construct the primary backbone and distribution segments along the identified route, including installation of conduit, fiber optic cable, handholes, and associated infrastructure within the public right-of-way. All final lateral drops to customer premises, traffic control plans, and any deviations from the approved route will require further review and separate work plan authorizations prior to construction The applicable Construction Standards are attached as Attachment 2.

3. Per
mittee understands and agrees that, notwithstanding any language in this Permit to the contrary, the City grants permission only to the extent authorized by law and the terms of the conveyance of the right-of-way, fee, or other property interest to the City in the public rights-of-way or public street. Nothing in this Permit shall constitute or create an assignment to Permittee by the City of any license held by the City or of any rights under any license held by the City. Nothing herein contained shall be construed to confer on Permittee an exclusive right to encroach on public rights-of-way or public streets or confer any rights to any third party. This Permit also does not grant usage of City poles or conduits by the Permittee.

4. Pre-E xisting Interests. This Permit and the rights granted hereto are subordinate and subject to the City’s continuing right to use and control the public rights-of-way in accordance with the law of the State (as Commented [GK1]: Moved up from below
31 of 47

hereinafter defined). Nothing in t his Permit shall be interpreted to restrict, impair, or affect the City ’s right to construct, install, operate, maintain, repair, or remove roadways, sewers, water pipes, storm drains, gas pipes, utility poles, overhead and underground electric lines, and any other associated facilities or utility and municipal uses. Permittee’s rights are subject to all pre -existing easements, restrictions, conditions, covenants, claims of title and other property interests in the public rights -of-way. Permittee shall obtain any permission or rights necessary to accommodate such pre-existing property interests.

5. P
ermittee’s Obligations. The Permittee, its contractors, employees, agents, successors, and assigns shall:
(a) ta ke commercially reasonable steps to ensure that any activity or operation by Permittee will not interfere with, damage, disrupt, or interrupt any utility located in the public rights-of-way, above or below ground;
(b) N otifications: Permittee will
(i) notify the City at least three (3) business days before commencing work at a City public rights-of-way location and at least two (2) days before work begins, take reasonable steps to notify residents of buildings in the area of the affected public rights-of-way that work will be performed . Permittee shall not begin work until approval to proceed has been provided by the City and Permittee has obtained an Underground Service Alert ticket. Approval may be provided through electronic mail and shall not be unreasonably withheld. Approvals will be provided by a representative designated by the City and if such representative does not respond within ten (10) business days the City shall be deemed to have approved such work; and (ii) notify residents and businesses of upcoming construction by Permittee on their streets or blocks via a written communication sent to all impacted addresses no less than two (2) weeks prior to commencement of planned construction on their street or block, and via a door-hanger the week before planned construction begins. The written communication and door hanger shall include the contact information for Permittee’s public relations contact designated pursuant to Section B(2)(c) of the Project Agreement, and describe the potential impacts such as dust, noise, temporary loss of parking and the duration of the construction. The letter and door hanger shall also include language specifically addressing any anticipated pullbox or above ground equipment installations on parkways when applicable.
(iii) at least seven (7) days prior to sending out the first set of written communication notifications pursuant to (b)(ii), provide a draft to the City Engineer/Public Works Director for review and approval. (iv) on a monthly basis during the Construction Period, provide the City with a report of all notifications made pursuant to (b)(ii) during the prior month including a list of addresses, type of notification 32 of 47

(letter or door hanger), date mailed or date delivered etc) and a summary of any public feedback received related to the construction.
(b)(c) provide proper traffic control devices in conformance with the latest Manual on Uniform Traffic Control Devices for Streets and Highways (“MUTCD”), including but not limited to signs, signal lights, and flagmen for the protection of traffic and amendments or supplements thereto during any installati on or maintenance of the Network Facilities pursuant to this Permit ; Permittee shall provide at least five (5) business days’ notice to the City of any work which will require lane closure or traffic control measures lasting more than twenty-four hours; Permittee shall follow all federal, state, and local accessibility regulations, including the MUTCD and the Americans with Disabilities Act;
(c)(d) install, operate, repair and maintain the Network Facilities at Permittee’s sole cost and expense and in accordance with federal, state, and local law. Construction, installation, operation, and maintenance of Network Facilities shall not permanently materially endanger, inhibit, prevent, or interfere (i) with use of a public right of way as a way of passage, (ii) wit h traffic on any public right of way , (iii) with the maintenance of any public rights -of-way, (iv) with operation or maintenance of any City -owned infrastructure located within or adjacent to the public rights -of-way, including but not limited to electric lines or poles, underground fiber, and water or sewer lines, or (v) with operation or maintenance of any other infrastructure or equipment lawfully located within the public rights-of-way; (d)(e) in the event Permittee c
reates a hazardous condition that would risk injury, loss of life or substantial property damage or damages any existing gas, electric, communications, water, sewer, or other utility facilities (“Critical Infrastructure”), Permittee shall immediately cease work and notify the City and the affected utility company of the damage. Permittee agrees to reimburse City for all associated costs, including staff time at the City’s rate paid to the employee . Permittee will use commercially reasonable efforts to correct such hazardous condition or repair damage to any Critical Infrastructure as soon as possible after the discovery of such hazardous condition or damage and Permittee will not resume work where the hazardous condition or damage has occurred until the City determines that the danger to the public and the utility facilities has been eliminated, or if Permittee cannot correct the hazardous condition or repair the damage to Critical Infrastructure in a timeframe acceptable to the City, City shall have the right to perform the work, cause a third party to perform the work, or both, in which case Permittee agrees to reimburse City for such work, including City staff time at the rate paid to the employee;
(e)(f) in the event Permittee c auses any damage other than damage to Critical Infrastructure, then Permittee will take commercially reasonable actions to repair such damage or to coordinate with the applicable property owner to cause the repair of such damage, at its cost, within ten (10) business day of discovery 33 of 47

of such damage, provided, however, that if the nature of such repairs requires additional time, then Permittee shall have additional time to repair;
(f)( g) repair any damage to the public right of way, all City-owned infrastructure, and all other areas materially disturbed during installation, operation, repair and maintenance of the Network Facilities, including but not limited to pavement, sidewalk, curb and gutter, drainage systems, signs, pavement markings, underground fiber, utility poles, electric lines, and water or sewer lines, and shall restore same to the condition existing prior to Permittee ’s disturbance, re -establishing grass cover with seeding and spreading of straw for finishing, all to the City’s reasonable satisfaction which shall be based on the industry standards for such activity; (g)(h) c omply with all City ordinances, rules, and regulations regarding stormwater discharge and soil erosion and sedimentation control;
(h)(i) reimburse Ci ty for any reasonable, out-of-pocket costs or expenses of City, including staff time at the City’s rate paid to the employee, for (i) any repairs or maintenance to the public rights-of-way, any City-owned infrastructure, or other City-owned structures resulting from or related to Permittee’s negligence or willful misconduct in performing the installation, operation, maintenance, repair, or existence of the Network Facilities or (ii) plan review or inspection of any repair work performed by Permittee, following receipt of invoices from the City detailing those costs and/or expenses, including supporting documentation evidencing them, if requested and available;
(i)(j) i
n the event that City , its employees, agents, or contractors, in City ’s reasonable discretion, need to conduct work in the public rights-of-way for a governmental purpose that will conflict with the Network Facilities, Permittee shall within a commercially reasonable time from written notice by City, temporarily remove or alter the Network Facilities. City shall use commercially reasonable efforts not to damage the Network Facilities. In the event of a public emergency that creates an imminent threat to the health, safety, or property of the City or the general public , the City may temporarily remove or relocate any applicable Network Facilities without notice to Permittee, provided, however, that City will make reasonable efforts to provide prior notice to Permittee before making an emergency removal or relocation. City will provide Permittee a detailed description of any emergency removals or relocations of Network Facilities; (j)(k) u nderstand and agree that damage or destruction may occur to Network Facilities and other property of Permittee in the course of City’s operations and that City has no obligation to take extraordinary measures to protect Permittee, Permittee’s property, or Network Facilities or to minimize, mitigate, or avoid any such damage; and release, waive, and discharge any legal rights or claims to seek payment or relief of any kind from the City, its elected officials, boards, commissions, and employees, for any damages resulting from City ’s operations, maintenance, or other use of the public rights-of-way under its prior and continuing right to use the 34 of 47

public rights-of-way, except if such damage arises from the negligence or willful misconduct of City, including its employees, contractors, or agents;
(k)(l) u nderstand and agree that permission provided by this Permit is non -exclusive, that additional encroachments by others may currently exist and be permitted in the future in the public rights-of-way (“Third Party Encroachments”), and that City is not liable for any damage to Network Facilities that arise from the installation, operation, maintenance, or existence of Third Party Encroachments; and that any recourse for such damage must be from the Third Party Encroacher;
(l)(m) re lease, waive, and discharge any legal rights to seek payment or relief of any kind from the City, its elected officials, boards, commissions, and employees, for any damages due to or resulting from Third Party Encroachments; hold the City, its officers, employees, and elected officials harmless from any and all liability arising out of the construction, installation, maintenance, repair, or existence of the Network Facilities and associated restoration activities in the public rights-of-way; that it will defend the City, its officers, employees, and elected officials, and pay reasonable attorney fees in any and all actions brought as a result of such; and that it will indemnify the City, its officers, employees, and elected officials against any and all loss sustained by reason of negligence, recklessness, or intentional wrongful conduct of Permittee arising out of the installation, maintenance, operation, repair, removal, location, or existence of Network Facilities, provided, however, that indemnification relating to personal injury of employees will not apply to any claims made by City ’s employees that are covered under applicable workers’ compensation laws, and provided, further, that Permittee’s indemnification obligations and release shall not extend to liability to the extent caused by the negligence or willful misconduct of any indemnitee or its employees, agents, contractors or invitees; (m)(n) c
omply with all applicable Federal, State, and local laws and regulations; and (n)(o) maintain valid general liability insurance in the combined single limit (bodily injury a nd property damage) amount of $3,000,000 general aggregate, commercial automobile liability insurance in the minimum amount o f $1,000,000, and provide certificates of such insurance naming the City of Wasco as an additional insured by endorsement to the policies. Permittee shall maintain an umbrella excess policy in the minimum amount of $3,000,000 over primary insurance. Additionally, Permittee shall maintain and show proof of workers’ compensation within state statutory limits and employer’s liability insurance in the minimum amount of $1,000,000.

Notwithstanding the foregoing, neither the requirement of Permittee to have sufficient insurance nor the requirement that the City is named as an additional insured, shall constitute waiver of the City ’s governmental immunity in any respect, under state law. All insurance certificates, endorsements, coverage verifications and any other items required pursuant to this Permit will be sent directly to:
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__ City of Wasco to fill out information here _____
City of Wasco
Public Works – Permits and Inspections
746 8th Street
Wasco, CA 93280
Phone: 661-758-7214
Ref: unWired Master Encroachment Permit No.___
_________________________
_________________________

6. As-Built Maps . Permittee will maintain accurate as -built drawings and maps of its Network Facilities located in the City and provide them to the City within thirty (30) days of completion of construction and final inspections. Such drawings and maps shall be subject to confidentiality protections under the laws of the State of California, as applicable.

7. Re quired Relocation . Permittee’s relocation obligations with respect to Permittee’s Network Facilities are set forth in that certain Fiber-to-the-Premise (FTTP) Project Agreement dated __________, 2025 by and between the City of Wasco and the Permittee (the “Project Agreement”).

8. Co ntractors and Subcontractors. Permittee may retain contractors and subcontractors to perform the work contemplated by this Permit on behalf of Permittee. Permittee will notify the City in writing of the identity of and contact information for each contractor and subcontractor performing any work for the Permittee in the City prior to commencement of the work by the contractor or subcontractor. The contact information to be provided to the City shall include the contractor’s or subcontractor’s state license information and the name and telephone number of the contractor/subcontractor representative with supervisory authority of the work.

9. Terms Governing Permanent Installation FTTP Network C onstruction Period. This Permit governs all FTTP Network Facilities construction and maintenance activities by Permittee for a period of two (2) years from date of issuance by City, or until such time as the FTTP Network is installed city-wide, whichever is earlier (“FTTP Network Construction Period”). The parties may extend the FTTP Network Construction Period by mutual agreement for a period not to exceed twelve (12) additional months; provided, however, that notwithstanding anything to the contrary, any delay in the build directly arising from City’s actions will automatically extend the FTTP Network Construction Period by a commensurate period of time . The terms of the Project Agreement regulating the permanent installation of the Network Facilities covered by this Permit shall bind Permittee, for so long as such Project Agreement remains in force. After the expiration of the FTTP Network Construction Period, Permittee shall be required to apply for any additional permits and pay all applicable permit fees for any new work it desires to perform in the public rights-of-way involving the Network Facilities or other facilities. 36 of 47

10. Permittee Contact. Permit ee shall provide City with a contact number where it is reachable 24x7x365 in case of emergencies.

11. Assignment. Permittee may assign or transfer any of its rights or obligations in this Permit with prior notice to the City. Company and the entity to whom the rights are to be assigned shall sign an assignment and assumption agreement whereby the transferee agrees to be bound by and comply with the terms of this Permit, including any exhibits and amendments. Any assignment, or transfer of any interest in this Permit effected without complying with this paragraph shall be null and void and of no legal effect.

12. Permittee Deposit. In lieu of a bond or other security for Permittee’s performance, and in addition to the insurance required by Section 13(e), in order Tt o cover the City’s costs relating to reviewing construction plans, inspections and other customary permitting expenses andin the event City is owed any reimbursements by Permittee described herein and in the Project Agreement, the Permittee shall submit a deposit in the amount of $25,000. The actual City reimbursement costs associated with the project will be reconciled with the deposit and documentation evidencing such actual City costs shall be promptly provided to Permittee within thirty (30) days of the date after the City costs are expended. If the deposit account balance falls below twenty percent (20%) of the original deposit, Permittee shall promptly replenish the deposit Permittee may dispute any City costs deducted from the deposit by providing written notice to the City. Within ten (10) business days of receipt of such dispute notice, City will provide a detailed explanation of the disputed charge. The parties will endeavor to resolve any disputes in good faith within sixty (60) days of City’s receipt of Permittee’s written notice. If the parties determine that the disputed City charge was not valid, City will restore the value of the disputed charge to the deposit amount. In the event the deposit is not exhausted by the City during the FTTP Network Construction Period plus ninety (90) days after Permittee’s completion of the construction of the Network Facilities , the City will refund the remainder to the Permittee within thirty (30)forty-five (45) days thereafter Permittee’s completion of the construction of the FTTP Network Facilities.

13. Miscellaneous.
(a) Nothing contained in this Permit shall be deemed or construed so as to restrict or inhibit the City’s police powers or regulatory authority.
(b) No elected official, agent, or employee of the City shall be subject to any personal liability by reason of the execution of this Permit . Such elected officials, agents, or employees shall be deemed to execute this Permit in their official capacities only, and not in their individual capacities. (c) In the event of conflict between the requirements of this Permit, the City’s ordinances, or the terms of any applicable construction plans, the more restrictive requirement shall apply. (d) The Network Facilities shall not be enlarged or increased beyond that shown in any individual approved construction plans.
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(e) Permittee binds itself, its successors, permitted assigns and legal representatives to the terms of this Permit . In the event Permittee retains subcontractors to perform any activities covered by this Permit , Permittee shall be and remain responsible for all activities and all required insurance. All entities performing the work must be licensed in the State and bonded contractors. Any subcontractors performing work shall also be required to maintain valid general liability insurance in the combined single limit (b odily injury and property damage) amount of $3,000,000 general aggregate, commercial automobile liability insurance in the minimum amount of $1,000,000.

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ATTACHMENT 1

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Attachment 2 Construction Standards Commented [GK2]: Need to be agreed 40 of 47

LEASE AGREEMENT
This LEASE AGREEMENT (this “Agreement”) is effective as of _______________ 2025 (“Effective Date ”), and is made by and between City of Wasco ( “Owner”), and unWired Broadband, LLC (“Lessee”), on the terms and conditions set forth below.

1. L ease.

1.1 Property. Owner is the fee simple owner of certain real property depicted on Exhibit 1 (the “Property”) which is 764 E Street (APN 030-130-04) in the City of Wasco. Owner hereby leases to Lessee that certain portion of the Wasco Water Tower fenced area of the Property depicted on Exhibit 1 (the “Premises”), and Lessee hereby leases the Premises from Owner, on the terms and conditions set forth in this Agreement.

1.2 P urpose. Lessee shall have the exclusive and unobstructed rights to construct, install, interconnect, operate, maintain, repair, and upgrade on the Premises a communications shelter housing fiber optic network equipment and associated electric supply used for the provision of fiber internet services (“Equipment”) and make related improvements.

1.3 Rights and A ccess. Owner hereby grants to Lessee all necessary rights of ingress, egress, and utilities access to the Premises, 24 hours per day, 365 days per year, from any of the improved and unimproved roads located along or near the Premises. Upon Lessee's request, Owner shall execute and deliver to Lessee documents and instruments, satisfactory in form and substance to Owner and Lessee, evidencing the rights granted pursuant to this Agreement, and Lessee may record such documents and instruments in the official records of the county where the Property is located.

2. Term.

2.1 Original Coterminous Term; Renewal TermsExceptions. The term of this Agreement (the “Original Term”) shall commence on the Effective Date and, shall be coterminous with that certain Fiber-to-the-Premises (FTTP) Project Agreement dated _______2025 by and between the parties (the “Term”), unless earlier terminated for default in accordance with Section 8.1 below. Notwithstanding the foregoing, in no event may the Term exceed fifty-five (55) years. continue until the tenth (10th) anniversary of the Effective Date, unless extended as provided herein. The term of this Agreement shall automatically renew for three (3) additional ten (10) year terms (each a “Renewal Term”). Either party may exercise an option to cancel the automatic renewal by written notice delivered no later than sixty (60) days prior to the expiration of the Original Term or the then-existing Renewal Term, as applicable.

3. Services in Lieu of Rent. In consideration of the rights granted to Lessee in this Agreement, Lessee will provide Owner with symmetrical fiber services to both the City of Wasco City Hall and the City of Wasco Police Department from the soonest date possible after installation of necessary service connections and continuing until the expiration of the Original Term and all Renewal Terms, unless this Agreement is sooner terminated under Section 2.1, in which case, Lessee shall provide services for an additional six months after such early termination. Thereafter, the Lessee may continue to provide the services, provided that Owner and Lessee mutually agree to a cost for continued services after expiration of the six months post termination. The level of symmetrical fiber services shall be one (1) GB during the first five (5) years of the Original Term, and may be increased in each five (5) year period during the Original Term and any Renewal Term as appropriate to meet City demand, commercial viability, and available technology. The parties will meet and confer in good faith periodically to determine establish the increased service levels.

4. Development and Operation.

Commented [GK1]: This is the maximum period allowed
by Cal. Civil Code Section 718.
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4.1 Lessee Responsibility. Lessee shall have sole control and responsibility for any and all construction, installation, interconnection, operation, maintenance, and repair of the Equipment. Lessee shall also have the sole control and responsibility for any and all maintenance, repair and upgrade of the existing power service within the Wasco Water Tower fenced area of the Property. Owner shall not, directly or indirectly, interfere with any such undertakings or activities of Lessee, or engage in any activity that might cause a disturbance of the Equipment or any activity at the Premises.

Lessee shall not, directly or indirectly, interfere with Owner’s use of the Property. Lessee agrees to comply with all municipal, county, state, and federal law.

4.2 Ownership of E quipment and Improvements. Lessee shall be the sole owner of all right, title, and interest in and to the Equipment and improvements installed, used, or maintained on the Premises during the effect of the Original Term and any and all Renewal Terms. Following the expiration of all terms or earlier termination of this Agreement, Owner shall become the sole owner of all right, title, and interest in and to the improvements, however, Owner shall have the right to demand Lessee to return the Premises and Property to its original condition at Lessee's sole expense, including removal of Equipment.

4.3 Insurance. Prior to occupying the Premises, Lessee shall obtain a general liability insurance policy insuring against bodily injury, personal injury, and property damage caused by Lessee's use of the Premises in an amount not less than two million dollars ($2,000,000) of combined single limit liability coverage per occurrence, accident or incident.

Owner shall be named as additional insured on all such policies of insurance. Lessee shall cause its insurers to issue endorsements identifying Owner as an additional insured.

4.4 Taxes. Owner he
reby provides notice pursuant to California Revenue and Taxation Code Section 107.6, and Lessee acknowledges, that this Agreement may create a possessory interest and Lessee may be subject to property taxes levied on such interest, pursuant to California state law. Lessee shall be responsible for, and shall timely pay before the same become delinquent, all taxes, assessments, or other governmental charges that are imposed on, or arise in connection with, the Property, and shall reimburse Owner for any increase in real property or possessory interest taxes levied against the Property as a result of Lessee activities under this Agreement for as long as this Agreement is in effect.

5. Utilities.

Lessee agrees to pay any and all utilities supplied to the Premises.

Owner may make available to Lessee the shared use of Owner’s existing emergency backup power generator on the Property to provide backup power to Lessee’s Equipment; provided that it is technically feasible to allow such use and Lessee pays Owner a pro rata share of the operating costs based on Lessee’s power usage. Owner shall not be liable in damages or otherwise for any failure or interruption of any utility service being furnished to the Premises, including any use of Owner’s existing emergency backup power generator. No such failure or interruption shall entitle Lessee to terminate this Lease, unless such failure or interruption persists for a period in excess of thirty (30) days, without cure.

6. Maintenance. Lessee shall maintain the Equipment and Premises in good order, condition and repair in accordance with applicable laws. In the event Lessee fails to maintain the Premises in good order, condition and repair, Owner shall give Lessee notice to do such acts as are reasonably required to maintain the Premises. In the event Lessee fails promptly to commence such work or diligently prosecute the same to completion, Owner may but is not obligated to do such acts and expend such funds at the expense of Lessee as are reasonably required to perform such work. Any amount so expended by Owner shall be paid by Lessee promptly after demand.

7. Indemnity.

To the furthest extent allowed by law, Lessee shall indemnify, hold harmless and defend Owner and its officers, officials, employees, and agents directly Formatted: Left
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involved in the performance of this Lease (collectively “Owner Indemnitees”) from any and all third-party claims, demands and actions in law or equity (including attorney’s fees and litigation expenses) (collectively “Claims”), to the extent that such Claims arise out of or result from any breach by Lessee of this Agreement or the negligent acts or omissions or willful misconduct of the Lessee in connection with Lessee’s occupancy, maintenance and/or use of the Premises and/or the Equipment. To the fullest extent permitted by law, and subject to the limitations and conditions set forth in California Government Code, Owner shall indemnify, hold harmless and defend Lessee and its officers, officials, employees, and agents from any and all Claims that arise out of or result from any breach by Owner of this Agreement or the negligent, or willful misconduct, of Owner Indemnitees. The Owner’s obligation to indemnify shall be limited to the extent authorized by law and shall not constitute a gift of public funds under California law.

7.1 L essee’s occupancy, maintenance and use of the Premises and Equipment shall be at Lessee’s sole risk and expense. Lessee accepts all risk relating to Lessee’s: (i) occupancy, maintenance and/or use of the Premises and/or the Equipment; and (ii) the performance of, or failure to perform, this Agreement. Owner shall not be liable to Lessee or Lessee’s insurer(s) for, and Lessee and its insurer(s) hereby waives and releases Owner from, any and all loss, liability, fines, penalties, forfeitures, costs or damages resulting from or attributable to an occurrence on or about the Premises in any way related to the Lessee’s operations and activities provided that Owner did not cause or contribute to such an occurrence. Lessee shall immediately notify Owner of any occurrence on the Premises resulting in injury or death to any person or damage to property of any person.

7.2 I f it is necessary for Lessee to contract for the design, construction and/or maintenance of the Premises or Equipment, Lessee shall require each consultant and contractor to indemnify, hold harmless, defend and release Owner and its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraphs.

The section shall survive termination or expiration of this Agreement.

7.3 For the avoidance of doubt, the party providing indemnification (“Indemnifying Party”) shall reimburse the party seeking indemnification (“Indemnified Party”) for the cost of any settlement paid by the Indemnified Party as part of any such Claim; provided, however, that the Indemnifying Party shall give prompt written notice to the Indemnified Party of any proposed settlement of an indemnified Claim and the Indemnifying Party shall have the sole authority to settle any indemnified Claim; and, provided, further, that the Indemnifying Party must not, without the consent of the Indemnified Party, as part of any settlement (a) admit to liability or fault on the part of the Indemnified Party, or (b) agree to an injunction against the Indemnified Party.

7.4 T he Indemnified Party must provide written notice to the Indemnifying Party upon becoming aware of any Claim that may trigger an indemnification obligation. Notice must be delivered within a reasonable time, not exceeding (30) days after the Indemnified Party becomes aware of the Claim provided that such time period does not materially prejudice the Indemnifying Party. The content of the notice shall include (a) a detailed description of the Claim, including relevant facts and circumstances; (b) a clear statement of the Indemnified Party’s intent to seek indemnification; and (c) copies of pertinent documents (e.g., demand letters, complaints, or pleadings), if available. Failure to provide timely notice consistent with this Section does not relieve the Indemnifying Party of its obligations unless such failure materially prejudices the Indemnifying Party’s ability to defend the Claim. The Indemnified Party must fully cooperate with the Indemnifying Party in defending the Claim.

Cooperation includes, but is not limited to, providing all relevant documents, records and information in the Indemnified Party’s possession in a timely manner, making available personnel necessary for the defense, and assisting with responses, pleadings, and other legal documents as needed.

7.47.5 T
he indemnification obligations under this Section shall survive until the later offor 60 days following the expiration of the statutory period of limitations applicable to the subject matter of the Claim (giving effect to any waiver, mitigation or extension thereof) or a period of one (1) year following the termination, for any reason, or expiration of this Lease.

Commented [GK2]: This was intended to cover the entire
section, and is somewhat duplicative of end of 7.4, addressed below in new subsection
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8. D efault; Termination .

8.1 Notice and Cure. In the event of an alleged breach or default by either party of any representation, warranty, or obligation under this Agreement, the non-defaulting party shall provide the defaulting party with a reasonably-detailed written notice of such default and a thirty (30) day opportunity to cure such default; provided, however, that if curing the default will reasonably take longer than the said thirty (30) day time period, the defaulting party shall have such time period reasonably necessary to cure such default, provided that the defaulting party commences to cure the default within the initial thirty (30) day period. If the defaulting party fails to cure such default or commences to cure the default in accordance with the preceding sentence, the non-defaulting party may terminate this Agreement and/or exercise any other rights or remedies available to it at law or in equity; provided, however, that the non-defaulting party shall use commercially reasonable efforts to mitigate its damages arising from such default.

9. Assignment and Sublease.

Lessee shall not voluntarily or by operation of law
assign, transfer, mortgage otherwise encumber all or any part of Lessee's interest in this Agreement or in the Premises, and shall not sublet or license all or any part of the Premises, without the prior written consent of Owner in each instance, with such consent not being unreasonably withheld and any attempted assignment, transfer, mortgage, encumbrance, subletting or license without such consent shall be wholly void. Lessee may assign this Agreement to any parent company, subsidiary or affiliate of its parent company, or any entity which acquires all or substantially all of Lessee’s assets in the market in which the Premises is located by reason of a merger, acquisition or other business reorganization ("Related Party Assignment"). In any such event of a Related Party Assignment, Lessee shall provide prior written notice to Owner, and upon request, provide Owner with the Related Party Assignment documents to the extent necessary to evidence the same, and Owner shall promptly acknowledge the receipt of the Related Party Assignment and return a copy thereof to Lessee. In no event shall Owner withhold its acknowledgement or otherwise try to interfere with any such Related Party Assignment. Any such permitted assignment shall not be effective unless and until the assignee executes and delivers to Owner a written assumption by the assignee of all Lessee’s obligations under this Agreement. Any attempted or unauthorized assignment or sublease shall be void and shall be cause for immediate termination of this Agreement by Owner. Owner’s consent to one assignment shall not be deemed consent to any subsequent assignment.

10. Miscellaneous.

10.1 Entire Agreement. This Agreement, together with its attached exhibits, which are incorporated into this Agreement by this reference, contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes any other agreement or understanding, all of which shall be of no force or effect. No addition or modification of any term or provision of this Agreement shall be effective unless set forth in writing and signed by each of the parties hereto. The terms and conditions of this Agreement are not to be construed more liberally in favor of, or more strictly against, either party to this Agreement.

The use of the neuter gender includes the masculine and feminine, and the singular number includes the plural, and vice versa, whenever the context so requires. The terms "include", "includes" and "including", as used herein, are without limitation. Captions and headings used herein are for convenience of reference only and do not define, limit, or otherwise affect the scope, meaning, or intent hereof.

10.2 Governing Law.

The terms and provisions of this Agreement shall be
interpreted in accordance with the laws of the state in which the Premises is located without reference to the choice of law principles of such state or any other state.

10.3 Legal Counsel and Advice.

Each party to this Agreement has had the
opportunity to consult with legal counsel and other advisors of its own choosing prior to executing this Agreement.
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10.4 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon Owner and Lessee, any Assignee, and each of their respective heirs, transferees, successors, and assigns. References to Lessee in this Agreement shall be deemed to include Assignees that hold a direct ownership interest in this Agreement.

10.5 Notices.

All notices or other communications required or permitted hereunder, including payments to Owner, shall be in writing, and shall be personally delivered, delivered by reputable overnight courier, or sent by registered or certified mail, return receipt requested and postage prepaid, to the addresses set forth below. Notices personally delivered shall be deemed given the day so delivered. Notices given by overnight courier shall be deemed given on the first business day following the mailing date. Notices mailed as provided herein shall be deemed given on the third business day following the mailing date. Any party may change its address for purposes of this subsection by giving written notice of such change to the other party in the manner provided in this subsection. Notices, requests and demands will be addressed to the parties as follows:

If to Lessee:
[INSERT LESSEE ADDRESS]

I
f to Owner:

City of Wasco
City Manager
746 8th Street
Wasco, CA 93280
[email protected]

10.6 C hoice of Law. The Property is located in the County of Kern, State of California. The laws of the State of California shall govern the validity, enforceability or interpretation of this Agreement. State and federal courts with jurisdiction over Kern County shall be the venue for any action or proceeding, in law or equity that may be brought in connection with this Agreement.

10.7 Mediation. Should a dispute arise between any of the parties, the dispute will be submitted to mediation before litigation. Any party may start the process by giving written notice to the other party. The mediator will be selected and mediation conducted through the California Mediation Rules and Procedures, or with the mutual consent of the parties, by another mediation organization or mediator. The mediation will be confidential in accordance with California Evidence Code 1152.5 and the parties will equally bear the mediation costs.

10.8 Counterparts.

This Agreement may be executed and recorded in two or more counterparts, each of which shall together, shall constitute one and the be deemed an original and all of which, when taken same instrument.

10.9 Representations and Warr anties. Each party represents and warrants that this Agreement constitutes a legal, valid and binding obligation of such party, and is enforceable against such party in accordance with the terms set forth in the Agreement. Lessee acknowledges and agrees that Lessee 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 Agreement.

Formatted: Highlight
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10.10 NO WARRANTY
LESSEE’S RIGHT TO USE THE PREMISES AND THE PROPERTY IS STRICTLY ON AN “AS IS” BASIS WITH ALL FAULTS. OWNER 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 LESSEE’S USE AND

DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED WITH RESPECT

TO THE PHYSICAL, STRUCTURAL, OR ENVIRONMENTAL CONDITION OF THE

PROPERTY, AND PREMISES AND THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE IS SOLELY RESPONSIBLE FOR INVESTIGATION

AND DETER MINATION OF THE CONDITION AND SUITABILITY OF THE PROPERTY, AND PREMISES FOR LESSEE’S INTENDED USE.

IN WITNESS WHEREOF, the parties execute this Agreement effective as of the Effective Date.

OWNER:

LESSEE:

_______________________________ _____________________________

By: M
. Scott Hurlbert __________ By: __________________________

Date:___________________ Date: ________________________

CITY OF WASCO UNWIRED BROADBAND, LLC

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EXHIBIT 1

PROPERTY/PREMISES

PHOTO/MAP OF PROPERTY AND PREMISES

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