Loading...
HomeMy WebLinkAboutAgreement A-23-391 License Agreement with Harmoni Towers - Mendota.pdf DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Agreement No. 23-391 Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 SITE LICENSING AGREEMENT This SITE LICENSING AGREEMENT ( "Agreement") is made on August 8,2023, (the "Effective Date"), by and between Harmoni Towers LLC, a Delaware limited liability company, whose principal place of business is 11101 Anderson Drive, West River Bldg., Ste. 200, Little Rock, AR 72212 ("Licensor"), and County of Fresno, a political subdivision of the State of California, whose principal place of business is 333 W Pontiac Way, Clovis, CA 93612("Licensee"). WHEREAS, Licensor has ownership or possessory interest in a tower located on certain property further described in Section 1 below; and WHEREAS, Licensee desires to place certain Equipment (as defined below) on and around such Structure, and Licensor desires to allow Licensee to place such Equipment on the Structure, subject to the terms and conditions contained herein; and THEREFORE, in consideration of the terms, conditions and covenants contained in this Agreement, the parties, intending to be legally bound, hereby agree as follows: 1. GRANT OF LICENSE a. Licensor has ownership or possessory interes in (i) that certain Structure located at Latitude 36.7572780, Longitude -120.3833060 ("Structure") and (ii) certain real property situated at 468 011er Street, Mendota, CA 93640, upon which the Structure is located ("Site"). The Structure and Site being more fully described in Exhibit A attached hereto. The Structure, Site and Licensor's other facilities, buildings, equipment, apparatus, easements, access rights and other property and rights of Licensor thereon are collectively referred to as "Licensor's Property." b. Upon Licensor's receipt of all regulatory approvals and other documentation reasonably requested by Licensor from Licensee, Licensor shall deliver to Licensee a written notice for Licensee to proceed(the"NTP")with the installation of its Equipment at the Site.Prior to delivery of the NTP, Licensee shall not access the Site without Licensor's prior written consent. C. The "Commencement Date" shall be the first day of the month immediately following the earlier of. (i) the date of Licensor's issuance of the NTP to Licensee; (ii) ninety (90) days following the Effective Date of the Agreement. Licensor grants to Licensee the non-exclusive license ("License") to install, maintain, operate and repair the equipment and equipment shelter described with specificity in Exhibit B-1 attached hereto ("Equipment") on Licensor's Property at the location on the Structure and in any adjoining building or land as more specifically described on Exhibit B-2 ("Premises"), and such License is granted solely upon the terms and conditions set forth in this Agreement in exchange for the License Fee as set forth on Exhibit C attached hereto("License Fee"). d. Licensee shall not change its transmitting or receiving frequency without the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned or delayed. Licensee's use of the Equipment shall be limited to receiving and transmitting by means of such Equipment such wireless data,video,voice and other signals and services as it may be authorized 1 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 by the FCC to receive and transmit pursuant to its existing FCC licenses for wireless communications services. e. Licensor is the owner or has the right to license the Premises and is entitled to possession of the Premises. f. Subject to the rights elsewhere granted to Licensee herein, Licensor may use for itself, or may license to others, other space available on the Structure and any other portion of Licensor's Property for any purpose, including, but not limited to, any kind of narrow band, broadband, or broadcasting communication equipment and system. g. Subject to the restrictions contained herein, Licensee shall have the right to peaceably hold and enjoy the Premises. 2. ACCESS a. To the extent Licensor is permitted to grant suc ensor hereby grants to Licensee a non-exclusive right of ingress to and egress from th P 1 s d any access road to the Premises for the purposes of installing, maintaining, ope ati repairing the Equipment. Notwithstanding the foregoing, Licensor gives no guarantee e garding Licensee's ability to enter or exit the Premises, including when weather co ditio , r ad conditions, and any other element outside Licensor's control might affect License s a i ity t enter the Premises. If not already provided to Licensee, Licensor shall promptly deli to icensee all necessary keys and combinations to facilitate Licensee's ingress to and egress f m the Premises. r b. Any such access by Licensee shall be during normal business hours (Monday -Friday, 8 a.m. - 5 p.m. local time)for ordinary maintenance and repairs upon prior telephonic notice to Licensor during normal business hours. To the extent Licensor is permitted to grant such access, Licensee shall be entitled to have access to the Premises twenty-four hours a day, seven days a week to attend to any emergency on the Premises. Licensee shall notify Licensor as soon as reasonably practicable of any emergency occurring on the Premises. The rights of Licensee under this Section shall be limited to its employees, contractors, subcontractors, representatives or other agents, including the employees of such contractors or subcontractors of Licensee, authorized by Licensee (each, a "Licensee Agent"), Federal Communications Commission ("FCC") or state public service inspectors or persons under such respective parties' direct supervision. Before Licensee authorizes any such Licens&Agent to access the Premises, Licensee shall provide notice to Licensor as well as proof of appropriate types and amounts of insurance carried by such Licensee Agent. Notwithstanding the foregoing, Licensor accepts no responsibility for any acts or omissions of Licensee or Licensee Agents. C. Notwithstanding the above, if Licensee has Equipment in a building located on Licensor's Property, then Licensee's access to the building will be subject to and limited by any reasonable security procedures instituted by Licensor for the protection of its building and Licensor's Property; however, Licensee shall never be unreasonably denied access to any building housing its Equipment. 2 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 d. Notwithstanding the above, neither Licensee nor any Licensee Agent shall allow any person to enter upon or climb the Structure without ensuring that such person is using appropriate preventive fall protection. In furtherance of and not in limitation of the foregoing, any Licensee Agent ascending or descending the Structure shall be positively attached to the Structure by means of an OSHA-approved device,which device may include,without limitation, (i)a fixed cable, (ii) a retractable device or (iii) a harness with two lanyards attached, and such Licensee Agent shall have been trained in the proper use of such device. Licensor makes no representation or warranty to Licensee as to the fitness of any such device for any particular use or purpose. e. Licensor retains the right to inspect the Equipment of Licensee(including any equipment shelter of Licensee) upon giving reasonable written notice to Licensee during the term of this Agreement and to enter the Premises for the purposes of inspection; provided, however, that Licensor may not disturb any Equipment or open any Equipment cabinets of Licensee without the prior approval of Licensee. If Licensor reasonably determines that Licensee has not maintained Licensee's Equipment or other property of Licensee on the Premises in good order and repair according to industry standards or applicable building code requirements, Li ens or shall so notify Licensee in writing, specifying the maintenance and repairs required to be pert c ed by Licensee. If within thirty (30) days following such written notice, Licensee ha§ not performed such maintenance and repairs to Licensor's reasonable satisfaction, Licensor may`at its option, make such repairs as it deems reasonably necessary and any amount reasonably O"P ended by Licensor therefor shall be reimbursed to Licensor by Licensee and shall be deemed an additional fee hereunder. Licensor shall not be liable for inconvenience, disturbance, loss of business or other damage to Licensee by reason of repairing the property and Equipment of Licensee for which Licensee has failed to properly maintain. f. In an emergency involving an imminent threat to life or property,as reasonably determined by Licensor, Licensor may enter the Premises and modify the Equipment for the purpose of eliminating or reducing, or attempting to eliminate or reduce, the emergency; provided Licensor has no obligation to do so. Upon execution of this Agreement, and at any time during the term of this Agreement when Licensee alters, change or modifies any keys, combinations, cards or similar access restrictions on the Premises, Licensee shall notify Licensor immediately and deliver to Licensor all keys, combinations, cards or other restrictions necessary to allow Licensor access to the Equipment. Licensor and Licensee agree that interference issues are governed by Sections 6 and 7 of this Agreement and are not subject to the provisions of this Section 2(f). 3. LICENSE TERM The term of this Agreement shall be deemed to have commenced on the Commencement Date and terminate at 11:59 p.m. (local time) on the day immediately prior to the fifth(5th) anniversary of the Commencement Date (the "Initial Term). Following the Initial Term, this Agreement shall automatically be renewed for four (4) separate and successive periods of five (5) years each (each a "Renewal Term" and together with the Initial Term, the "Term"); provided, however, either party may elect not to renew this Agreement for a Renewal Term by giving the other party advance written notice of such election not less than one hundred eighty (180) days prior to the end of the applicable Initial Term or Renewal Term. The extension of this Agreement by either party is not a waiver or 3 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 compromise of any default or breach of this Agreement existing at the time of the extension whether or not known at the time of such extension. 4. LICENSE FEE a. Beginning on the Commencement Date, Licensee shall pay to Licensor, or to Licensoe's authorized nominee, if any, as named in and at the address set forth in Exhibit C, the License Fee set forth on Exhibit C subject to adjustments as set forth in this Agreement. The initial License Fee payment is due and payable within forty-five (45) days after the Commencement Date. In the event Licensee has previously delivered payment for the License prior to the Commencement Date for any period that extends beyond the Commencement Date, Licensor shall either credit Licensee's account for the pro rata amount of such prior payment or deliver to Licensee such excess amount. C b. Maximum Compensation. The maximum com s ion payable to the Licensor under this agreement is $103,000 for the initial term of th Agreement. If this term is renewed for the first renewal term, in no event shall compensation erc ed'$114,000. If this term is renewed for the second renewal term, in no event shall compensation exceed $126,000. If this term is renewed for the third renewal term, in no event shall compensation exceed $139,000. If this term is renewed for the fourth renewal term in no event shall compensation exceed $153,000. In no event shall the total license fees payable under this License exceed $635,000 over the entire potential twenty-five (25) year term of this license. Licensor acknowledges that the Licensee is a local government entity, and does so with notice that the License's powers are limited by the California Constitution and by State law,and with notice that the Licensor may receive compensation under this Agreement only for services performed according to the terms of this Agreement and while this Agreement is in effect, and subject to the maximum amount payable under this section. The Licensor further acknowledges that Licensee's employees have no authority to pay the Licensor except as expressly provided in this Agreement amount. C. Invoices. Licensor shall submit annual invoices to the County of Fresno, Internal Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis, CA 93612, isdbusinessoffice@fresnocountyca.gov. Licensor shall submit each annual invoice within thirty (30) days prior to annual anniversary of the Commencement Date. d. Incidental Expenses. Licensor is solely responsible for all of its costs and expenses that are not specified as payable by Licensee under this Agreement e. During the Term of this Agreement, the License Fee shall be due and payable as more particularly described on Exhibit C. 5. EQUIPMENT a. Licensee represents that the Equipment will be installed by Licensee or its pre- approved Licensee Agent(s) on the Structure in the exact location, and in accordance with the exact specifications, set forth in Exhibit B-2 and shall be installed in accordance with the highest engineering standards prevailing in the communications/broadcast industry. Licensee agrees that the Equipment, and the installation, operation and maintenance thereof, will not damage the Structure or 4 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 any facility on the Licensor's Property (including without limitation any tower or structure or building) or interfere with the maintenance of any facility or lighting system. Licensee shall maintain the Equipment in a satisfactory condition as to safety and appearance. Except as otherwise provided in this Agreement, the Equipment is and shall remain the sole property of Licensee and may be removed from the Premises by Licensee, at Licensee's sole expense (including any repairs required due to Licensee's removal of the Equipment), at any time during the Term of this Agreement. Licensee agrees to install isolators, cavities and filters on the Equipment as may be reasonably required by Licensor and to maintain and operate the Equipment in accordance with the highest engineering standards prevailing in the communications/broadcast industry. At any time during the Term upon request by Licensor,Licensee shall provide to Licensor a copy of Licensor's FCC license, and any other required license or other documentation, authorizing it to operate each piece of the Equipment. b. Licensee shall clearly and conspicuously mark each .e e Equipment with Licensee's name and frequency number(s). C. Licensee shall not install any equipment other th at s forth on Exhibit B- 1 on the Structure without Licensor's prior written consent. Licen%ee shal install the Equipment in any location or manner other than as specifically described i xhibit B-2 without Licensor's prior written consent. After the initial installation of the Equipmefff,*4 icensee may replace the Equipment with the same or reasonably similar equipment upon at least thirt (30) days prior written notice to Licensor setting forth reasonably detailed information abou the replacement equipment and execution by the parties of an amended Exhibit B-1 and ibit B-2 that describes with specificity such replacement equipment (which equipment s all become "Equipment" for all purposes hereunder upon its installation at the Premises), provided that such replacement Equipment and its installation on the Structure (i) shall be installed at the same location and in the same manner as the original Equipment, (ii) shall not increase any weight, wind, ice or seismic loading on the Structure or otherwise adversely impact the structural integrity of the Structure in any respect, (iii) shall not exceed the dimensions of the original Equipment, (iv) shall not use any frequencies other than the frequencies used by the original Equipment, and (v) shall meet all applicable governmental laws and regulations, including local zoning and permitting regulations, and shall not require Licensor, as reasonably determined by Licensor, to make any structural modifications to the Structure. Notwithstanding the provisions of Section 17 hereof or any other provision of this Agreement, ficensor may terminate this Agreement upon any violation by Licensee of this Section S(d) which is not cured by Licensee within ten (10) days of receipt of notice of violation. d. Licensee agrees that Licensor may mount casters on any Equipment that may be located in Licensor's building for any reasonable purpose, including without limitation cleaning of the Premises and maintenance work. e. Upon the expiration or termination of this Agreement for any reason, Licensee shall immediately (and in no event later than ninety (90) days after termination) remove from the Premises the Equipment and any other property placed on Licensor's Property by Licensee or any Licensee Agent. Such removal shall be performed in such a manner as to not interfere with the continuing use of the Structure by Licensor and others. Licensee shall, at Licensee's sole expense, 5 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 repair any damage to the Structure, or any facilities or equipment on Licensor's Property, caused by such removal. Upon any failure of Licensee to remove the Equipment and any other possessions of Licensee pursuant to this Section 5(e), Licensor shall have the option, but not the obligation, to remove the Equipment from the Premises and store the Equipment, all at Licensee's expense. Any damage to the Equipment occasioned by such removal and storage are expressly waived by Licensee. Any Equipment so removed will be returned to Licensee upon payment in full of all removal and storage costs and any past due License Fees,plus an administrative charge equal to ten percent(10%) of the total of said removal, storage, and past due License Fee costs. Notwithstanding the foregoing, any Equipment not retrieved by Licensee within one hundred eighty (180) days after termination or expiration of this Agreement shall be deemed abandoned by Licensee and shall become the property of Licensor without further action by either party. Such abandonment shall not relieve Licensee of liability for the costs of removal and storage of the Equipment. 6. FREQUENCY INTERFERENCE -LICENSEE'S OBLIGATIOeI 110 a. Licensee represents and warrants that the Equipment►will not cause interference to the equipment or operations of Licensor or any other licensee of Licensor or other prior user of Licensor's Property or Structure as of the Commencement Date. Licensee agrees that it will not modify the Equipment or change the frequency or frequencies within which the Equipment is operated without the prior written approval of Licensor, such approval not to be unreasonably withheld, conditioned or delayed. Licensee shall be responsible for all costs associated with any tests deemed necessary to resolve any and all interference that Licensor r6asonably believes is being caused by Licensee's Equipment or operations on the Structure. Further, Licensee shall indemnify Licensor and hold Licensor harmless from all expenses, costs, damages, loss, claims or other expenses and liabilities arising from any such interference, except for those contributed to by Licensor's negligence or intentional conduct. b. If Licensee becomes aware that the Equipment is causing interference with the equipment or operations of Licensor or any other user of Licensor's Property or Structure as of the Commencement Date, Licensee immediately shall notify Licensor in writing of the problem and take all steps necessary to correct or eliminate such interference, including but not limited to changing frequencies or location of Licensee's equipment. If such interference is not corrected or eliminated within five (5) business days, Licensor may require that Licensee cease operation of the Equipment until such interference is corrected or eliminated. If within ten (10) days thereafter the interference is not corrected or eliminated by Licensee or if Licensee shall have failed to cease operation of the Equipment, Licensor may immediately terminate this Agreement, notwithstanding the provisions of Section 17. 7. FREQUENCY INTERFERENCE -LICENSOR'S OBLIGATIONS a. Licensor agrees that subsequent to the Commencement Date of this Agreement it will not knowingly license or permit another person or entity to use the Structure if the signal, frequency or physical location of the equipment proposed to be used by such person or entity would cause interference in any material respect with the Licensee's then authorized signal, frequency or Equipment. 6 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 b. In the event Licensee reasonably determines that Licensor or a subsequent licensee is causing interference with Licensee's then authorized frequency or signal or with the Equipment, Licensee immediately shall notify Licensor in writing of such determination. Licensee shall in no way interfere with, tamper with or modify any equipment on the Structure or Licensor's Property or any other licensee or user of the Structure or Licensor's Property. Notwithstanding any other provision of this Agreement, Licensor shall have the immediate right to terminate this Agreement if Licensee violates the foregoing prohibition. Upon notice of interference,Licensor shall promptly take reasonable steps to eliminate, without cost to Licensee, any interference with the Equipment caused by Licensor's or any licensee's subsequent installation of equipment on the Structure, which steps may include, without limitation, enforcing provisions in any license or other agreement between Licensor and the person or entity causing such interference. 8. ALTERATIONS Licensee shall obtain the prior written consent of Licensor b or mak' any addition to or alteration of the Premises, such consent not to be unreasonably wit eld, n oned or delayed. Licensor shall endeavor to respond in writing to Licensee's submissi ans alter the Premises within ten (10) business days of receipt of the plans. If Licers or e t respond within the designated time frame, then Licensee may submit a second vwitten cc to Licensor requesting Licensor's approval of the plans within an additional ten (1kriftusiness days, in which case Licensor shall respond in writing to Licensee either approving the Itns or pecitying in reasonable detail the basis for rejecting the plans. Licensor also may resp by I ig suggestions to alter Licensee's plans. If Licensor responds in such a manner, then Lice ee shall have ten (10) business days in which to accept or reject in writing Licensor's alternative plans. If Licensee does not respond within the designated time frame, then Licensee's plans and Licensor's alternative plans shall be deemed rejected and Licensee will be required to resubmit new plans to Licensor for approval. Any approved addition or alteration shall be made in a good and workmanlike manner at the sole expense of Licensee, free and clear of any mechanics' or other liens or encumbrances. In no event shall Licensor be liable for any labor, materials or supplies furnished to Licensee in connection with such addition or alteration. If any mechanics' or other Lien is filed arising out of labor, materials or supplies furnished to or at the request of Licensee, Licensee shall immediately notify Licensor of such lien, and shall cause such lien to be discharged by payment, bonding or otherwise within thirty (30) days after the filing date of such lien. If Licensor reasonably determines that the installation of the additional Equipment on or about the Structure necessitates additional structural support for the Structure,or any,Qortion thereof,Licensor reserves the right,in Licensor's sole discretion,to construct such additional support. Whether the Licensor performs the construction of the additional support, or requires or allows 4icensee to carry out such construction work, Licensee shall bear the expense of all such construction for additional structural support at Licensee's sole expense, and no rent credit or other credit or reimbursement will be provided by Licensor in connection therewith. Licensee understands and agrees that any additional structural support necessitated by Licensee's additions or alterations to the Structure made by Licensee shall become the sole property of Licensor. Upon expiration or termination of this Agreement,Licensee may be required by Licensor,at Licensor's sole discretion, to remove any alteration or addition and to restore the Premises to the same or as good condition as existed on the Commencement Date, reasonable wear and tear and damage caused by acts out of Licensee's control excepted. 7 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 9. TAXES Licensee shall be liable for and shall pay when due all taxes levied against the Equipment or any other personal property owned by it and located on or about the Premises and any sales tax imposed on the rent and shall not suffer or permit such taxes to become delinquent. Upon demand, Licensee shall furnish to Licensor reasonable evidence of Licensee's compliance with this Section 9. To the extent that any Equipment or personal property shall be assessed together with real or personal property of Licensor, or causes an increase in real estate taxes on Licensor's Property which Licensor demonstrates arises from the Licensee's improvements and/or use, Licensee shall reimburse Licensor for any taxes paid by Licensor attributable to such assessment upon demand by Licensor,which demand shall be accompanied by reasonable documentation of such assessment. 10. MAINTENANCE OF PREMISES Licensee shall neither maintain nor permit any nuisances o rem' es, nor permit the Premises to be used for any purpose or use in violation of any of la mances, rules or regulations of any public authority. 11. COMPLIANCE WITH LAWS Licensee shall comply with all federal, st e an loc laws, rules and regulations applicable to the Equipment and Licensee's operatio in din without limitation all applicable rules and regulations of the FCC, Federal Aviation u rity `FAA"), and any other applicable electrical or other governmental laws, codes, rules or regula ions. Licensor shall be responsible for all ongoing and necessary tower or structure lighting and marking requirements of the FAA and FCC that are not related to the Equipment or Licensee's operations. Licensee shall have sole responsibility for ensuring that its use of the Premises complies in all respects with the Americans with Disabilities Act. Licensee represents that prior to installation and operation of the Equipment pursuant to this Agreement, Licensee has obtained all required lermits and/or licenses pertaining to the installation, operation,maintenance and repair of the Equipment on the Premises, including but not limited to any required FCC licenses. Licensor shall have no responsibility for the licensing, installation, operation or maintenance of the Equipment. Licensee shall provide Licensor with copies of all applications for construction permits and licenses filed with governmental authorities, and any and all amendments or renewals thereof, promptly after the filing thereof and upon any request of Licensor. Licensee shall not make any filings (or amendments to filings) with the FAA relating to the Structure without Licensor's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. 12. UTILITIES Licensee shall be responsible for its own utility services, including but not limited to, telephone and electrical power service and any requirements of utility providers to alter or relocate access to such utilities. In order to facilitate Licensee's payment for its electrical power and telephone services, Licensee shall, at its sole expense, install a separate telephone line and electric submeter at the Premises and Licensee shall be responsible for the payment of all bills which are generated as a result of its utility use. Further, Licensee agrees to be responsible for any damage to the Premises sustained during installation of Licensee's utilities. For the avoidance of doubt, Licensee shall not 8 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 share any power or other utilities with a third party at the Premises without the Licensoe's prior consent. 13. TERMINATION IN THE EVENT OF CASUALTY OR CONDEMNATION a. Licensor shall not be responsible for any damage, loss, inconvenience or loss of use of the Premises due to fire,weather conditions, extraordinary wear and tear, theft, vandalism, or casualty loss act or omission beyond its control, including any acts or omissions of any other licensee, and Licensor shall not be required to rebuild or return to licensable condition the Premises or the Structure. b. In the event of any damage to, loss, destruction of or cation of all or any part of Licensor's Property which renders Licensee's use of the Premis usable or inoperable, either party shall have the right,but not the obligation,to terminate this Agreelfgfnt and all of its duties and obligations hereunder by giving written notice to the other party t ' irt3%(30)days after such damage, destruction or condemnation. C. If neither party terminates this A e p rsuant to Section 13(b): (i) Licensor may make any necessary repairs to Licenso s P e caused by such damage or destruction and shall be entitled to use any and all ins cc oc ds to pay for such repairs and(ii) until such repairs are completed,the License Fee shal e uce or abated in proportion to the actual reduction or abatement of use by Licensee of the e ses. Licensee acknowledges that Licensor alone shall be entitled to any condemnation ed a as a result of any condemnation of the Premises. d. Termination for Non-Allocation of Funds. The terms of this Agreement are contingent on the approval of funds by the appropriating government agency. If sufficient funds are not allocated, then Licensee, upon at least 30 days' advance written notice to Licensor,may: (1) Modify the services provided by Licensor under this Agreement; or (2) Terminate this Agreement. e. No Penalty or Further Rental Obligation. Any termination of this Agreement by Licensee under this Section 13 is without penalty to or further Rental obligation of Licensee. £ o�-acceleration of payments. Notwithstanding anything to the contrary contained rein this Agreement or any right or remedy of which Licensor may otherwise avail itself pursuant to applicable law, any right of Licensor to recover any fees as provided in this Agreement shall be without acceleration of any future fees before it is due and payable hereunder. Licensor hereby expressly waives its right to accelerate the License Fee in the event of a termination of this Agreement pursuant to California Civil Code section 1951.2. g. County's Rights upon Termination. Upon termination for breach under this Section 13, Licensee may demand repayment by Licensor of any monies disbursed to Licensor under this Agreement that, in Licensee's sole judgment, were not expended in compliance with this Agreement. Licensor shall promptly refund all such monies upon demand. This section survives the termination of this Agreement. 9 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 14. INDEMNIFICATION/LIMITATION OF LIABILITY a. Licensee understands and agrees that Licensor, its parents, subsidiaries, affiliates,members and partners,representatives and agents, and each of their shareholders, directors, officers, employees ("Licensor's Agents") make no representation or warranty of any kind with respect to the accuracy of any information or data relating to the Structure, the condition of the Premises or any facilities(including without limitation towers or structures and buildings) located on Licensor's Property and that Licensee accepts the License granted pursuant to this Agreement solely on a WHERE IS, AS IS basis without warranty of any kind or nature. b. To the extent allowed by law, Licensee shall indemnify, defend and hold Licensor, and Licensor's affiliates, subsidiaries, directors, officers, managers, employees and contractors, harmless from and against any claim, action, damages, liability, 1 , cost or expense (including reasonable attorney's fees), resulting from or arising out of Li s or any of Licensee's contractors', subcontractors', servants', agents' or invitees' use o up of the Site. Licensor agrees that this Agreement shall in no way act to abroga or iv ny immunities available to Licensee under the Tort Claims Act of the State of Calif o i C. To the extent allowed, by law, Licen i emnify, defend and hold Licensee, and Licensee's affiliates, subsidiaries, direct s, ice , managers, employees and contractors, harmless from and against any claim, act'el ma s, liability, loss, cost or expense (including reasonable attorney's fees),resulting from ffl arising of Licensor's or any of Licensor's contractors', subcontractors', servants', agents' or invitees' negligence or misconduct in its operation or maintenance of the Site. Licensee acknowledges that Licensor and Licensor's Agents shall have no liability to Licensee, any Licensee Agent or any other person or entity claiming under or through Licensee or any Licensee Agent for any injury,inconvenience,loss,cost,expense,liability or damage: (i) caused by the failure, interruption or malfunctioning of any equipment, facilities, utility or installation supplied by Licensor or Licensor's Agents, unless caused by negligence or intentional misconduct of Licensor or (ii) resulting from any alteration, improvement or repair to Licensor's Property or Licensor's equipment located on Licensor's Property; provided that, in the case of an alteration, improvement or r@Vair, Licensor or Licensor's Agents have exercised reasonable care to avoid or minimize any s �injN, inconvenience, loss or damage. d. In no event, shall Licensor or Licensor's Agents be liable to Licensee, any Licensee Agent, or any person or entity claiming under or through Licensee or any of Licensee's Agents for (x) any special, punitive, consequential, incidental or indirect damages, including lost profits or loss of business, or(y)any amount in excess of the amount of License Fees actually received by Licensor hereunder for the preceding twelve (12) month period. 15. INSURANCE a. During the Term of this Agreement, Licensee, at Licensee's sole cost and expense, shall obtain and keep in force, with an insurance company rated not less than A- by A.M. Best the following policies of insurance: 10 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 Insurance Coverage Limits of Liability (i) Commercial General Liability $2,000,000 per occurrence, (Including Products/Completed combined single limit Operations, Personal Injury, XCU and Contractual Liability) (ii) Business Auto Liability $1,000,000 per accident, or combined single limit Personal Auto Liability (if applicable) $300,000 per accident BI/PD (iii) Worker's Compensation (in State of $1,000,000 per accident Structure location) Employer's Liability Insurance (iv) All Risk Property Coverage 100% Repl eme o ?0f Licensee' m (v) Licensor and Licensor's Agents are included o o ercial General Liability insurance as additional insureds in s operations under this Agreement are concerned; (vi) irrespective of any insurance coverage carri by Licensor and Licensor's Agents, Licensee's insurance policies shall provide primary, non- contributory protection for Licensor and Licensor's Agents, for claims or losses resulting from Licensee's negligence; (vii) Licensee's insurers waive any rights of subrogation it may have against Licensor and Licensor's Agents; and, (viii) policies shall provide coverage on an"occurrence" basis—"claims- made"policies are not acceptable. b. Within thirty (30) days after the Effective Date, and as often thereafter as reasonably requested by Licensor, Licensee shall deliver to Licensor a standard certificate of insurance from an authorized representative of Licensee, or its insurer(s) on its behalf, as proof of the maintenance of all insurance required by this Section. The certificate(s) shall indicate that such insurance shall not be canceled or modified, except upon delivery of thirty (30) days' prior written notice to Licensor. The certificate(s) shall indicate coverage for the entire Term of this Agreement, or Licensee shall provide (and shall continue to provide) subsequent certificates of insurance so as to confirm to Licensor continuous insurance coverage that satisfies the requirements of this Section throughout the Term of the Agreement. C. Licensee shall reimburse Licensor upon demand for any increase in premiums for Licensor's property insurance covering the Structure, to the extent such increase is attributable to this Agreement. 11 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 d. Licensor agrees to maintain during the Term of this Agreement, policies of insurance(including through self-insurance)with respect to Licensor's Property in such amounts and with respect to such risks as are customary according to industry and/or tower or structure ownership standards. Licensor shall provide on an annual basis current certificates of such insurance coverage upon request by Licensee. 16. HAZARDOUS SUBSTANCES Licensee agrees that it will not use, generate, store or dispose of any hazardous material on,under, about or within Licensor's Property without the prior written consent of Licensor. Licensor agrees that it will not use, generate, store or dispose of any hazardous material on, under, about or within Licensor's Property in violation of applicable law. If, subsequent to the date of execution of this Agreement, hazardous material is released on, under, about within Licensor's Property that Licensor reasonably determines requires remediation under ap li deral, state or local law or regulation, then subject to the provisions of Section 13, Lice r hall e such action as it deems appropriate to remediate the condition in accordance with ch 1 o egulation. If the presence of such hazardous material is the result of the acts or omisgio f Li ensee or any of the Licensee Agents, then Licensee shall indemnify, defend and holdfiarmles censor and Licensor's Agents from and against any and all Claims, including any Clail!,4irectl*y Licensor, that may arise therefrom or in connection therewith as further proved in S on 14(a). As used in this Section 17, "hazardous material" shall mean petroleum or any petroleum product,asbestos, any substance known by the state in which the Structure is located to cause cancer and/or reproductive toxicity and/or any substance, chemical or waste that is identified as hazardogs, toxic or dangerous in any applicable federal, state or local law or regulation. 17. DEFAULT a. The following shall be de ed to be events of default under this Agreement: 1. Failure of Licensee to pay the License Fee when due or comply with any other monetary term of the Agreement, which failure is not cured within ten (10) days after written notice thereof to Licensee; 2. Failure of either party to comply with any non-monetary term, warranty, condition, representation, provision or covenant contained in the Agreement, which failure is not cured within thirty (30) days after written notice thereof from the other party, provided the noncomplying party shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the noncomplying party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion; 3. The non-renewal or cancellation of any permit and/or license required for Licensee's operation on the Premises; and 4. Any filing of a petition under any bankruptcy act by or against either party (which petition shall not have been dismissed within thirty (30) 12 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 calendar days thereafter), execution by either party of an assignment for the benefit of creditors, appointment of a receiver for the assets of either party, or action by either parry to take advantage of any applicable insolvency or any other like statute. b. Upon any such default, in addition to any other remedies available at law, the non-defaulting parry shall have the option to immediately terminate this Agreement, and, if Licensee is the defaulting party, Licensor shall be entitled to a payment from Licensee for a termination fee in an amount equal to the aggregate License Fees that would otherwise become due under the then- current Initial Term or Renewal Term, as applicable, and all other amounts due and payable by Licensee hereunder. In lieu of terminating the Agreement, Licensor (if Licensee is the defaulting party) may re-enter the Premises and dispossess Licensee, and may (but shall not be obligated to) re- license the Premises on Licensee's behalf upon such terms and conditions as Licensor reasonably deems appropriate. No such re-entry or re-licensing by Licensor shall be construed as an election by Licensor to terminate this Agreement unless Licensor notifies Licensee of s h termination. 18. LIENS a. Licensee shall keep Licensor's Property fr fr tens arising from any work performed, materials furnished, or obligations incurred b r equest of Licensee. b. If any lien is filed against,-Lice s 's per y as a result of the acts or omissions of Licensee, or Licensee Agents, Licensbe st ' ch e, or cause to be discharged, the lien or issue a bond with respect to the lien in a manner sonably satisfactory to Licensor within thirty (30) days after Licensee receives written notice from any parry that the lien has been filed. C. If Licensee fails to di&charge or bond any lien within such period, then, in addition to any other right or remedy of Licensor, Licensor may, at Licensor's election, discharge the lien by either paying the amount claimed to be due or obtaining the discharge by deposit with a court or a title company or by bonding, or by such other methods reasonably acceptable to Licensor and any of Licensor's mortgagees ptlovided that such methods are specified in writing by Licensor to Licensee. ee ust pay on demand any amount paid by Licensor for the discharge d. Licensor satisfaction of any lien, and reasonable attorneys' fees and other legal expenses of Licensor incurred in defending any such action or in obtaining the discharge of such lien, together with all necessary disbursements in connection therewith. 19. ASSIGNMENT a. Licensee may not, voluntarily or by operation of law, merger, stock sale or similar change of control of Licensee, assign, transfer, mortgage, hypothecate, sublet, participate in any Active Network Sharing (as defined herein), or otherwise transfer or encumber all or any part of Licensee's interest in this Agreement or in the Premises,without the prior written consent of Licensor. Any assignment, transfer, mortgage, hypothecation, encumbering, subletting, or Active Network Sharing in violation of this provision shall be void and shall constitute a material breach of this 13 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 Agreement.For purposes herein,Active Network Sharing shall mean the sharing of any of Licensee's Equipment by a third party to allow such third party provider to broadcast such third party provider's FCC-licensed spectrum from the Premises using Licensee's Equipment. b. Licensor may assign, transfer or sell the Structure, any Licensor's Property or this Agreement,in whole or in part,at any time and from time to time at its sole discretion and without any prior notice or consent of Licensee or otherwise. Upon any assignment or transfer of Licensor's interest in this Agreement and the assumption by the assignee or transferee of all of Licensor's obligations under this Agreement, Licensor shall be released from any further obligations hereunder. C. Subject to the foregoing,this Agreement shall be binding upon,and shall inure to the benefit of, the parties hereto and their permitted successors and assigns. 20. MEMORANDUM OF LICENSE (100 L_ ) Licensor agrees that, at the request of Licensee,Licensor all e a memorandum of license, in a form reasonably acceptable to Licensee, for the p of cording Licensee's interest herein. 21. NOTICES a. Contact Informati .( 1 0per s d t it addresses having authority to give and receive notices provided for or permitted u er is A eement include the following: If to Licensee: Director of Internal vic ief Information Officer County of Fresno 333 W.Pontiac Way Clovis, CA 93612 isdcontracts(c fresnoc un . ca.gov If to Licensor: s Harmoni �i`ers LLC 11101 Anderson Drive, Suite 200 Little Rock AR 72212 Attn: Real Estate 1 With a required copy sent to the address below: Harmoni Towers LLC 11101 Anderson Drive, Suite 200 Little Rock AR 72212 Attn: Director of Legal Services A copy sent to the Legal Department is an administrative step which alone does not constitute legal notice. For Site Emergencies:NOC(c�r�,harmonitowers.com Phone: 501.710.4800 14 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 b. Change of Contact Information. Either party may change the information in Section 22(a)by giving notice as provided in Section 22(c). C. Method of Delivery.Each notice between Licensee and Licensor provided for or permitted under this Agreement must be in writing, state that it is a notice provided under this Agreement, and be delivered either by personal service, by first-class United States mail, by an overnight commercial courier service, or by Portable Document Format (PDF)document attached to an email. A notice delivered by personal service is effective upon service to the recipient. A notice delivered by first-class United States mail is effective three Licensee business days after deposit in the United States mail,postage prepaid,addressed to the recipient.A notice delivered by an overnight commercial courier service is effective one Licensee business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructionytiven for next day delivery, addressed to the recipient. A notice delivered by PDF documentattached,to an email is effective when transmission to the recipient is completed (but, if such transmission is completed outside of Licensee business hours,then such delivery is deemed to be <ectilll;�aNe next beginning of a Licensee business day), provided that the sender maintains a m h re o`Pd of the completed transmission. d. Claims Presentation. For all claims i�g or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including the Government Claims Act(Division 3.6 of Title 1 of the Government Code,beginning with section 81� 22. WAIVER The waiver by either party of a breach or violation of, or failure of either party to enforce, any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation or relinquishment of any rights hereunder. 23. INTEGRATION This Agreement, including all exhibits hereto, represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all previous oral or written agreements, correspondence, conversations or understandings of whatever nature between the parties with respect to the subject matter. If there is any inconsistency between the terms of this Agreement without its exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to the terms of this Agreement without its exhibits, and then to the terms of the exhibits. This Agreement may not be altered or amended except by an agreement in writing signed by both parties. 24. INSPECTIONS,AUDITS, AND PUBLIC RECORDS a. State Audit Requirements. If the compensation to be paid by Licensee under this Agreement exceeds $10,000, Licensor is subject to the examination and audit of the California 15 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 State Auditor, as provided in Government Code section 8546.7, for a period of three years after final payment under this Agreement. This section survives the termination of this Agreement. b. Public Records. Licensee is not limited in any manner with respect to its public disclosure of this Agreement or any record or data that Licensor may provide to Licensee. Licensee's public disclosure of this Agreement or any record or data that Licensor may provide to Licensee may include but is not limited to the following: (1) Licensee may voluntarily, or upon request by any member of the public or governmental agency, disclose this Agreement to the public or such governmental agency. (2) Licensee may voluntarily, or upon request by any member of the public or governmental agency, disclose to the public or such governmental agency any record or data that Licensor may provide to Licensee, unl such disclosure is prohibited by court order. (3) This Agreement, and any record or data that Licensor vi o Licensee, is subject to public disclosure under the Ralph n Act (California Government Code, Title 5, Division 2, Part 1, Ch t ginning with section 54950). (4) This Agreement, and any record or data that't,icenso ay provide to Licensee, is subject to public disclosure as a public r fDivi d undAthe California Public Records Act(California Government Code, T*e ion 10, Chapter 3, beginning with section 7920.200 ("CPRA"). (5) This Agreement, and any record or data Vt Licensor may provide to Licensee, is subject to public disclosure as information concerning the conduct of the people's business of the State of California under California Constitution,Article 1, section 3, subdivision (b). (6) Any marking of confidentiality or restricted access upon or otherwise made with respect to any record or data that Licensor may provide to Licensee shall be disregarded arW have no effect on Licensee's right or duty to disclose to the public or governmental agency any such record or data. C. Public Records Act Requests. If Licensee receives a written or oral request under the CPRA to publicly disclose any record that is in Licensor's possession or control, and which Licensee has a right, under any provision of this Agreement or applicable law, to possess or control, then Licensee %reqsted mand, in writing, that Licensor deliver to Licensee, for purposes of public disclosure, the records that may be in the possession or control of Licensor. Within five business days ensee's demand, Licensor shall (a) deliver to Licensee all of the requested records that are in Licensor's possession or control, together with a written statement that Licensor, after conducting a diligent search,has produced all requested records that are in Licensor's possession or control, or (b) provide to Licensee a written statement that Licensor, after conducting a diligent search, does not possess or control any of the requested records. Licensor shall cooperate with Licensee with respect to any Licensee demand for such records. If Licensor wishes to assert that any specific record or data is exempt from disclosure under the CPRA or other applicable law, it must deliver the record or data to Licensee and assert the exemption by citation to specific legal authority within the written statement that it provides to Licensee under this section. Licensor's assertion of any exemption from disclosure is not binding on Licensee, but Licensee will give at least 10 days' 16 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 advance written notice to Licensor before disclosing any record subject to Licensor's assertion of exemption from disclosure. Licensor shall indemnify Licensee for any court-ordered award of costs or attorney's fees under the CPRA that results from Licensor's delay, claim of exemption, failure to produce any such records, or failure to cooperate with Licensee with respect to any Licensee demand for any such records. 25. DISCLOSURE OF SELF-DEALING TRANSACTIONS a. Applicability.This Section 26 applies if Licensor is operating as a corporation, or changes its status to operate as a corporation. b. Duty to Disclose. If any member of Licensor's board of directors is party to a self-dealing transaction, he or she shall disclose the transaction by completing tend signing a"Self- Dealing Transaction Disclosure Form" (Exhibit D to this Agreement) and it to Licensor before commencing the transaction or immediately after. C. Definition. "Self-dealing transaction" means a ra t n to which Licensor is a party and in which one or more of its directors, as an individu a erial financial interest. 26. GOVERNING LAW The laws of the State of Californtgox a1 ers arising from or related to this Agreement. This Agreement is signed and performed in Fresno County, California.Licensor consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno County. 27. PARTIAL INVALIDITY r If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of this Agreement shall remain in full force and effect to the greatest extent permitted by law and shall in no other way be affected, impaired or invalidated. 28. ATTORNEY FEES If either party brings a lawsuit to compel the performance of the other party hereunder, the prevailing party in such suit shall be entitled to reimbursement for all reasonable attorneys' fees and costs. 29. CAPTIONS; EXHIBITS The captions or headings of sections of this Agreement are provided for convenience only and shall not be of any force or effect in construing any provision of this Agreement. All exhibits referred to in this Agreement shall be incorporated in and constitute a part of this Agreement. 30. RELATIONSHIP OF THE PARTIES 17 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 a. Status. In performing under this Agreement, Licensor, including its officers, agents, employees, and volunteers, is at all times acting and performing as an independent contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint venturer,partner, or associate of Licensee. b. Verifying Performance. Licensee has no right to control, supervise, or direct the manner or method of Licensor's performance under this Agreement,but Licensee may verify that Licensor is performing according to the terms of this Agreement. C. Benefits. Because of its status as an independent contractor, Licensor has no right to employment rights or benefits available to Licensee's employees. Licensor is solely responsible for providing to its own employees all employee benefits required by law. Licensor shall save Licensee harmless from all matters relating to the payment of Licensor's ployees, including compliance with Social Security withholding and all related regulations. d. Services to Others. The parties acknowledge at ng the term of this Agreement, Licensee may provide services to others unrelated to Lic s 31. NONDESCRIMINATION During the performance of this Agreement,Licen hall t unlawfully discriminate against any employee or applicant for employment,\or recipie s , because of race, religious creed, color, national origin, ancestry, physical disability, men disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military status or veteran status pursuant to all applicable State of California and federal statutes and regulation. 32. AUTHORITY V�J Each party hereto represents and warrants that: (i) it has the full right and authority to enter into, execute and deliver this Agreement; (ii) it has taken all requisite corporate or other governing body actions to approve the execution, delivery and performance of this Agreement; (iii) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms; and (iv) its performance under this Agreement shall not violate any applicable regulations,rules, statutes or court orders of any local, state or federal government agency, court or body. 33. ELECTRON SIGNATURES The parties agree that this Agreement may be executed by electronic signature as provided in this section. a. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature,including but not limited to(1)a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document)version of an original handwritten signature. 18 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID:Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 b. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and(2)has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). d. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs(1)through (5), and agrees that each other parry may rely upon that representation. e. This Agreement is not conditioned upon the parties co e transactions under it by electronic means and either party may sign this Agreement i i 1 handwritten signature. 34. COUNTERPARTS This Agreement may be executed and deli�e counterparts, including by electronic transmission, and all of which taken together a cons tute a single instrument. 35. SURVIVAL Licensor and Licensee hereby agree that to ination or expiration of this Agreement, including any amendments to this Agreement, will not impair either party's then accrued rigbts, obligations or remedies or any rights, obligations or remedies of either party that expressly or by their nature are intended to survive the termination or expiration of this Agreement. /�4 [Remainder of this page intentionally left blank.] 19 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name: Mendota PD Site Address:468 011er Street,Mendota,CA 93640 IN WITNESS,WHEREOF,intending to be legally bound,the parties hereto have caused their duly authorized officers to execute this Agreement as of the date first written above. LICENSOR: LICENSEE: HARMONI.T(W�RS LLC COUNTY OF FRESNO By: Qarew !'�loew� Name: Title: VP - Business Development Sal Qui erij,Ch 'rman of the Board of Date: 7171ZOZ3SupelvKbrs County of Fresno Attest: Bernice E. Seidel Clerk of the Board of S keCrmo County of Fresno.. Sta al' is By: _ Deputy For accounting use only: �� V Org No.: 8905 Account No.: 7340 � Fund No.: 1020 Subclass No.: 10000 �. .,,q. *4 3 20 DocuSign Envelope ID: 527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name:Mendota PD Site Address:468 011er Street,Mendota,CA 93640 EXHIBIT A DESCRIPTION OF TOWER OR STRUCTURE AND REAL PROPERTY Tower/Structure located at Assessor Parcel Number 013-181-24 Site Address: 468 011er Street, Mendota, CA 93640 Hamoni Towers Site Name: Mendota Harmoni Towers Site ID: CAMDT2000 Licensor's Property: The land referred to herein below is situated in the City of Mendota, County of F s , Sta of California and is described as follows: Lots 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 in Block 51 of Town(Now Ci a, in the County of Fresno, State of California, according to the map thereof recorded in oo ge 18, of Miscellaneous Maps, Fresno County Records. AND BEING the same property conveyed to Uniti Tower, LLC, a De ware limited liability company from CSL Leasing, LLC, a Delaware limited liability company by Special arranty Deed dated November 18, 2019 and recorded February 26, 2020 in Instrument No. 2020-0023922. Tax Parcel No. 013-181-24 21 DocuSign Envelope ID: 527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name:Mendota PD Site Address:468 011er Street,Mendota,CA 93640 EXHIBIT B-1 THE EQUIPMENT LIST Fresno County Radio Equipment at RAD 115' (1) Sinclair Technologies/ SD210-SF2P4SNM (1)Motorola GTR-8000 (1) CommScope LDF-5 Coax(7/8") Fresno County Radio Equipment at RAD 110' (1) Sinclair Technologies/ SD210-SF2P4SNM (1)Motorola GTR-8000 COO (1) CommScope LDF-5 Coax (7/8") Fresno County Radio Equipment at RAD 82' (1) Ubiquiti/AF-5G30-S45 (1) Ubiquiti airFiber 5XHD (1) CAT-6 Aerial 560-125-OSPS-M-C6 (.25") 10' x 10' Lease Area 22 DocuSign Envelope ID: 527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name:Mendota PD Site Address:468 011er Street,Mendota,CA 93640 EXHIBIT B-2 THE EQUIPMENT PLACEMENT See attached tower profile and site plan 23 DocuSign Envelope ID: 527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name:Mendota PD Site Address:468 011er Street,Mendota,CA 93640 i HARMON ITOWERS --150' Nextel -148'11" T-Mobile-- 138' AT&T--125' County of Fresno Equipment at RAD 115' (1)Sin Clair Technologies/SD21 0-SF2P4SNM (1)Motorola GTR-8000 (1)CommScope LDF-5 Coax(7/8") County of Fresno Equipment at RAD 110' (1)Sinclair Technologies/SD21 0-SF2P4SNM (1)Motorola GTR-8000 (1)CommScope LDF-5 Coax(7/8") County of Fresno Equipment at RAD 82' (1)Ubiquiti/AF-5G30-S45 (1)Ubiquiti airFiber 5XHD (1)CAT-6 Aerial 560-125-OSPS-M-C6(.25") He 92 TOWER ELEVATION Not To Scale For Reference Only 24 DocuSign Envelope ID:527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name: Mendota PD Site Address: 468 011er Street,Mendota,CA 93640 HARMON I OWERS COMPOUND/SITE LAYOUT 30C° Mo�Ic N..t 6' Mextel 20'1116. Skirl trr AT&TT&T Sbelt¢r A T..er 4'- C B cal ]D'x10' Found. —E'Dlo. uue.-st y Llghtpole 33'9'x33.9' Ole T..er Found.ti— / \ County of Fresno P�] 10'x 10'Lease Area «x - Co Par g Lct T-Moblle - ' Medical Building Parking Lot Sheller A I � Not To Scale For Reference Only 25 DocuSign Envelope ID: 527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name:Mendota PD Site Address:468 011er Street,Mendota,CA 93640 EXHIBIT C LICENSE FEE LICENSE FEE DURING INITIAL TERM: License Fee during the Year 1 is $1,500.00 per month, beginning with the Commencement Date, with an annual escalator of two percent (2%) on the first day of the month in which the annual anniversary of the Commencement Date occurs. LICENSE FEE DURING ANY RENEWAL TERMS: License Fee will increase annually by two percent(2%) on the first day of in which the annual anniversary of the Commencement Date occurs. Rent Increase Date Rent Per Month 2% Year 1 $1,500.00 2% Year 2 $1,530.00 2% Year 3 $1,560.60 2% Year 4 $1,591.81 2% Year 5 $1,623.65 2% Year 6 $1,656.12 2% Year 7 $1,689.24 2% Year 8 $1,723.03 2% Year 9 $1,757.49 2% Year 10 $1,792.64 2% Year 11 $1,828.49 2% Year 12 $1,865.06 2% Year 13 $1,902.36 2% Year 14 $1,940.41 2% Year 15 $1,979.22 2% Year 16 $2,018.80 2% Year 17 $2,059.18 2% Year 18 $2,100.36 2% Year 19 $2,142.37 2% Year 20 $2,185.22 2% Year 21 $2,228.92 2% Year 22 $2,273.50 2% Year 23 $2,318.97 2% Year 24 $2,365.35 2% Year 25 $2,412.66 26 DocuSign Envelope ID: 527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name:Mendota PD Site Address:468 011er Street,Mendota,CA 93640 The License Fees shall be payable to the agent of Licensor at the following address shown below: HARMONI TOWERS LLC P.O. Box 840102 Dallas TX 75284-1945 Payments should include Licensor Site ID CAMDT2000 on all checks and correspondence to ensure proper rent credit and timely responses. 27 DocuSign Envelope ID: 527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name:Mendota PD Site Address:468 011er Street,Mendota,CA 93640 EXHIBIT D SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno("County"),members of a contractor's board of directors("County Contractor"),must disclose any self-dealing transactions that they are a party to while providing goods,performing services, or both for the County.A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest." The definition above will be used for purposes of completing this disclosure form. Instructions (1) Enter board member's name,job title(if applicable), and date this disclosure is be (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being di losed to he County. At a minimum, include a description of the following: a. The name of the agency/company with which the corpo• e transaction; and b. The nature of the material financial i�t(��t4the rp •ation transaction that the board member has. (4) Describe in detail why the self-dealing transacfron is pri based on applicable provisions of the Corporations Code. The form must be signed by the board membe at is involved in the self-dealing transaction described in Section 26. 28 DocuSign Envelope ID: 527FF2D4-4FF7-4626-8583-7FC45132EB3F Licensor Site Name: CAMDT2000 Licensor Site ID: Mendota Licensee Site Name:Mendota PD Site Address:468 011er Street,Mendota,CA 93640 (1)Company Board Member Information: Name: Date: Job Title: (2)Company/Agency Name and Address: • (3)Disclosure(Please describe the nature of the self-dealing trans ctio re a party to) (4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a) (5)Authorized Signature Signature: Date: 29