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HomeMy WebLinkAboutAgreement A-15-515 with LaRue CA-Tower Bear Mountain.pdfL-247BearMountain LaRueCA/ISD-ITRadio8932 Page -1- LICENSE AGREEMENT BEAR MOUNTAIN SITE THIS LICENSE AGREEMENT (“Agreement” or “License”) is made this _____ day of _________________, 2015 by and between LA RUE CALIFORNIA SITES, LLC, a California limited liability company (“Licensor”) and the COUNTY OF FRESNO, a political subdivision of the State of California, with its principal office at 2220 Tulare Street, 21st Floor, Room 2101, Fresno, CA 93721-2106 (“Licensee”). Licensor and Licensee are at times collectively referred to herein as “Parties” or individually as a “Party.” RECITALS A. Licensor owns certain improvements, including a communications tower (the “Tower”) and an adjacent building (the “Building”), located on certain real property in the County of Fresno, State of California, commonly referred to as the Bear Mountain Site, as described on Exhibit “A”, attached hereto and incorporated herein by reference. Licensor leases the underlying real property whereupon the improvements are situated from a third-party landowner (the “Ground Lease).” That portion of the Tower and the “Equipment Room” in the Building where Licensee is permitted to install, operate and maintain certain communications equipment shall be referred to in this Agreement as the “Premises.” B. Licensor wishes to grant a non-exclusive license to Licensee for the purpose of permitting Licensee to install, operate and maintain certain equipment on the Premises, and Licensee wishes to obtain such a license from Licensor. The equipment to be installed, operated and maintained on the Premises shall be referred to in this Agreement as the “Approved Equipment,” and a list of the Approved Equipment, along with a diagram setting forth the permitted location of the Approved Equipment, is part of Exhibit “A.” L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -2- C. Licensee presently occupies the Premises as a holdover tenant under an expired Lease Agreement between Licensor, as Lessor, and Licensee as Lessee, and Licensee presently has certain Approved Equipment installed on the Premises as set forth in the attached Exhibit “A” to this Agreement. The parties now desire to recharacterize their relationship with respect to Licensee’s use of the Premises as that of Licensor/Licensee to be subject to the terms of this Agreement and to supersede any previous arrangement. NOW, THEREFORE, in consideration of the following mutual exchange of promises and covenants and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties agree as follows: 1. GRANT OF LICENSE. (A) Subject to the other terms of this Agreement, Licensor hereby grants to Licensee a non-exclusive license to install, maintain and operate its Approved Equipment at the Premises. In no event shall Licensee’s license as granted herein include rights to use in any fashion the air space above the Approved Equipment, and Licensor reserves the right to install, construct and/or operate additional improvements or equipment of Licensor above or below Licensee’s Approved Equipment or shelter (commonly referred to as “stacking”), provided that such additional improvements or equipment do not materially interfere with the access to and the operation of the Approved Equipment or Licensee’s shelter. Licensee shall have no real property rights or interest in the Premises other than those contractual license rights as specifically set forth in this Agreement. Licensee’s transmitting and receiving frequencies shall be as set forth on Exhibit “A.” Licensee shall not co-license or allow in any fashion joint co-use of the licensed portion by any other person or entity. Licensee shall not increase the size or location of its transmitter or antennas without first obtaining the consent of Licensor. L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -3- (B) Licensor is entitled to possession of the Premises throughout the Term of this Agreement and any renewal Term. Licensor represents and warrants that it has the full right, power, and authority to execute this Agreement and warrants that Licensee shall have quiet enjoyment of the licensed portion of the Premises during the Term of this Agreement or any renewal of the Term. Licensor hereby represents and warrants that it has obtained all necessary approvals and consents, and has taken all necessary action to enable Licensor to enter into this Agreement and allow Licensee to install, maintain, repair, replace and operate the Approved Equipment on the Premises, including without limitation, approvals and consents as may be necessary from other licensees, tenants or other authorized users of the Tower and/or Building. (C) Licensor reserves the right to license portions of the Tower and Building to other parties during the Term of this License or any renewal of the Term. Licensee acknowledges that the removal or alteration of equipment that does not belong to Licensee by any of its employees, agents, contractors or any other person acting for or on its behalf would cause substantial harm to Licensor, and therefore Licensee agrees not to permit any of its employees, agents, contractors or any other person acting for or on behalf of Licensee to remove or alter any equipment located upon the Tower or in the Building that does not belong to Licensee. (D) Licensor hereby grants to Licensee the non-exclusive right to use Licensor’s right of ingress to and egress from the Premises for the purposes of constructing, installing, maintaining, operating, replacing and repairing on the Premises its Approved Equipment as set forth in Section 7 of this Agreement. Upon execution of this Agreement, Licensor shall deliver to Licensee all necessary keys and combinations to facilitate Licensee’s use of Licensor’s right of ingress to and egress from the Premises. L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -4- (E) Licensee may use the Premises only for the receipt and transmission of radio communications and microwave signals as shown on Exhibit “A” of this Agreement and, if such licensure is required, licensed to Licensee by the Federal Communications Commission (“FCC”). The Parties acknowledge and agree that the Approved Equipment for the Premises shall be solely for Licensee’s own use and under no circumstances shall such use be shared with, or such Approved Equipment otherwise be used by or for the benefit of (whether directly or indirectly) any other person or entity, including any other person or entity with which Licensee or any other person or entity referred to herein has a marketing, management, joint venture, infrastructure-sharing or other contractual arrangement. The Approved Equipment shall be utilized by Licensee solely for communications purposes by various departments of Licensee, included but not limited to sheriff, fire, ambulance and public works. All of the uses described in this subsection shall be referred to as the “Permitted Uses.” 2. LICENSE TERM. (A) Initial Term/Renewal Terms. The initial term of this License shall be five (5) years for the period February 15, 2015 (hereinafter “Commencement Date”) through February 14, 2020 (hereinafter “Initial Term”). At the expiration of the Initial Term, this License shall be renewable for two (2) five-year automatic renewal periods, the first period beginning on February 15, 2020 and ending on February 14, 2025, and the second period beginning on February 15, 2025 and ending on February 14, 2030 (each a “Renewal Term”). Such renewals shall take place automatically (provided the Ground Lease remains in effect and has not expired or been terminated) unless Licensee provides Licensor with written notice to terminate this License at least one hundred eighty (180) days prior to the expiration of the Initial Term on February 14, 2020, or by Licensee providing Licensor with written notice to terminate this L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -5- License at least one hundred eighty (180) days prior to the end of the first Renewal Term. In case of any termination of this License Agreement by Licensee, the Fresno County Board of Supervisors must approve the termination, and either the County Administrative Officer, or the Director of Internal Services/Chief Information Officer, or one of their designees, is authorized to provide such written notice to terminate this License Agreement. In no event shall the term of this License Agreement extend beyond February 14, 2030. (B) Termination for Non-Funding. This Agreement is contingent on the approval of funds to be used by Licensee for the purposes described in this Agreement by Licensee’s appropriating governmental agency. Notwithstanding anything herein to the contrary, should funds not be appropriated to Licensee for the purpose of enabling Licensee to continue to meet its obligations under this Agreement, then this Agreement may thereafter be terminated either by Licensee’s Director of Internal Services/Chief Information Officer, or his designee, upon giving thirty (30) days prior written notice to Licensor. (C) Holdover Period. Should Licensee fail to remove the Approved Equipment upon expiration of the term, including any Renewal Term, such failure shall be deemed to extend this Agreement on a month-to-month basis (a “Holdover Period”) under the same terms and conditions herein, except that (i) a monthly license fee shall be due on or before the first day of every calendar month during such month-to-month term in an amount equal to one hundred twenty-five percent (125%) of the monthly license fee in effect for the last month of the term (“Holdover Fee”), such Holdover Fee to escalate annually on the anniversary of the Commencement Date by an amount equal to three percent (3%) of the Holdover Fee in effect for the month immediately prior to the month in which escalation takes place, and (ii) the month-to- month extension shall be terminable upon thirty (30) days’ prior written notice from either L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -6- Licensor or Licensee to the other; provided, however, nothing contained herein shall grant Licensee the unilateral right to extend the term of this Agreement beyond the expiration date of the second Renewal Term. 3. LICENSE FEE. (A) Monthly License Fee. Licensee shall pay to Licensor the sum of One Thousand Six Hundred Sixty and 89/100 Dollars ($1,660.89) per month as a license fee for its use of the Premises (the “License Fee”) effective as of the Commencement Date. Any unpaid License Fee (or any portion thereof) owed by Licensee to Licensor for use of the Premises from the Commencement Date to the date that this Agreement is executed shall be paid by Licensee to Licensor within thirty (30) days of the execution of this Agreement. Thereafter, during the term of this License, the License Fee shall be paid on or before the 15th of each month according to the following schedule: Rent Increase Date Rent Per Month Increase 3.5% February 15, 2015 $ 1,660.89 Increase 3.5% February 15, 2016 $ 1,719.02 Increase 3.5% February 15, 2017 $ 1,779.19 Increase 3.5% February 15, 2018 $ 1,841.46 Increase 3.5% February 15, 2019 $ 1,905.91 Increase 4% February 15, 2020 $ 1,982.15 Increase 4% February 15, 2021 $ 2,061.43 Increase 4% February 15, 2022 $ 2,143.89 Increase 4% February 15, 2023 $ 2,229.65 Increase 4% February 15, 2024 $ 2,318.83 Increase 4.5% February 15, 2025 $ 2,423.18 Increase 4.5% February 15, 2026 $ 2,532.22 Increase 4.5% February 15, 2027 $ 2,646.17 Increase 4.5% February 15, 2028 $ 2,765.25 Increase 4.5% February 15, 2029 $ 2,889.69 (B) If any fee or charge is imposed by any adjacent landowner on Licensor for use of any access road to the Premises, then Licensor and Licensee agree to review the fee or charge and Licensee agrees to pay its proportionate share of the fee or charge. L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -7- 4. SITE MANAGEMENT. Licensee agrees to comply fully with the reasonable and lawful directions and requirements which Licensor, in its discretion, may from time to time establish in connection with this Agreement and the operations of Licensee hereunder, so long as such directions and/or requirements do not interfere with Licensee’s use of the Premises in accordance with this Agreement. 5. EQUIPMENT (A) Licensee shall be permitted to install, operate and maintain the Approved Equipment as set forth on Exhibit “A.” The Approved Equipment is and shall remain the sole property of the Licensee and shall be removed from the Premises at Licensee’s sole expense upon the termination of this Agreement. Licensee agrees to install as may be reasonably needed or appropriate isolators, cavities and filters or other equivalent equipment on its Approved Equipment and to maintain and operate its equipment in accordance with the then current engineering standards prevailing in the communications industry. (B) Licensee shall clearly and conspicuously mark the Approved Equipment itemized in Exhibit “A” with Licensee’s name and frequency number(s). If applicable, Licensee shall also provide Licensor with a copy of the FCC license it is authorized under. (C) The initial installation location of the Approved Equipment listed on Exhibit “A” has been approved by Licensor. No equipment, other than that set forth in Exhibit “A” and equipment of substantially similar dimensions and specifications, and which does not increase structural load on the Tower shall be installed during the term of this Agreement by Licensee without Licensor’s prior written consent. (D) Title to any equipment placed on the Premises by Licensee shall be held by Licensee and shall remain the property of the Licensee and are not fixtures. Licensee has the L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -8- right to remove all of Licensee’s equipment at its sole expense on or before the expiration or termination of this Agreement and within sixty (60) days following termination, but without damage to the Premises. Licensee shall be responsible for and shall indemnify Licensor against any damage to the Premises or to any equipment belonging to any other party which occurs as a result of the removal of Licensee’s equipment by Licensee or any employee or agent of Licensee. 6. FREQUENCY INTERFERENCE - LICENSEE’S OBLIGATIONS. (A) Licensee shall operate its Approved Equipment at the Premises in a manner that will not cause harmful interference with the use or enjoyment of the Tower or the Building by Licensor and any other tenants or licensees who are operating in compliance with all applicable laws, in and/or on the Tower and Building as of the date of this License (“Pre-Existing Users”). All operations of Licensee, Licensor and other tenants and licensees shall be lawful and in compliance with all Governmental Requirements (as hereafter defined), including but not limited to those of the FCC and the Federal Aviation Administration (“FAA”). “Governmental Requirements” shall mean all applicable requirements under any federal, state or local statutes, rules, regulations, ordinances, or other requirements of any duly constituted public authority having jurisdiction over the Tower and Building (including, without limitation, the Premises). Licensee shall be responsible for all reasonable costs associated with any tests deemed necessary to resolve any and all interference that Licensee is actually causing. If interference caused by Licensee's failure to comply with FCC or FAA rules and regulations has not been corrected within the required period specified by the FCC or FAA after Licensee receives notice thereof, Licensor may require Licensee to remove from the Premises the specific items causing such interference. L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -9- (B) Licensor shall not substantially and materially alter its existing or contemplated use of the Tower and Building, nor shall Licensor permit any tenants, licensees, employees, invitees or agents obtaining rights to the Tower and/or Building from and after the Commencement Date to use any portion of the Tower and/or Building in any way which unreasonably interferes with Licensee’s FCC licensed frequencies. Without limiting the generality of the foregoing, Licensor hereby acknowledges that in the event of any unreasonable interference with Licensee's FCC licensed frequencies as a result of the transmission or reception (or both) of radio, microwave or other telecommunications signals by a future tenant, licensee or authorized user of the Tower and/or Building, Licensee's rights hereunder with respect to the use of its FCC licensed frequencies shall be and remain superior to the rights of any such future tenant, licensee or occupant, subject, however, to the provisions of Section 6(D) below. (C) Licensor reserves the right to license other portions of the Tower and Building to other parties during the term of this Agreement, inclusive of any Renewal Term or Holdover Period thereafter. Accordingly, Licensor agrees that any other person or entity who may install equipment subsequent to the Commencement Date on the Tower and/or in the Building, including, without limitation, Pre-Existing Users, will be permitted to install only such communications equipment of a type and frequency that does not cause harmful interference to Licensee or persons or entities claiming through or under Licensee. In the event any such person or entity's equipment causes such interference, Licensor will cause the interfering party to take all steps necessary to correct and eliminate the interference or such interfering party will be required to cease operations until such interference is removed. To the extent Licensee's operations are not within the parameters of the FCC license it is authorized under, this protection from co-located interference will not be applicable, but it shall be applicable with respect to L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -10- those operations, or portions thereof, falling within the FCC license parameters. Notwithstanding the foregoing, Licensee's right to be free from interference and Licensor's duties concerning the prevention and/or correction of interference shall be subject to Section 6(D) below. (D) In the event that Licensee commences using the Premises in a manner for which Licensee is not licensed by the FCC as of the Commencement Date, but with respect to which Licensee obtains necessary FCC licensure after the Commencement Date, Licensee's right to conduct such particular use shall be subordinate to the use of the Tower and Building by Licensor and any other tenants, licensees or other users thereof existing on or before the date on which Licensee commences such use. Licensor shall be under no obligation to exercise the duties concerning interference described above in Section 6(C) with respect to a future use of the Premises by Licensee as described in this Section 6(D). (E) Notwithstanding anything stated to the contrary in this License Agreement, if Licensee’s Equipment causes interference in violation of Section 6(A) above as determined by a spectrum analyzer, Licensee shall take all reasonable steps necessary to correct or eliminate such interference within sixty (60) hours. If such interference cannot be corrected within sixty (60) hours, Licensee shall turn off its equipment and only turn on its equipment, except for intermittent testing, during off-peak hours specified by Licensor in order to test whether such interference continues or it has been satisfactorily eliminated. In the event of an emergency, Licensor shall have the right to disconnect Licensee’s equipment if Licensee is unable to cure such interference immediately after receipt of an interference notice from Licensor. The interference notice to Licensee shall be by either telephone or by electronic mail. In the event L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -11- Licensee fails to comply with this Section 6(E), Licensor may, in its sole discretion, terminate this Agreement. 7. INSTALLATION OF APPROVED EQUIPMENT; OTHER CONSTRUCTION, ALTERATIONS AND IMPROVEMENTS BY LICENSEE. (A) Contractor Requirements. Prior to the commencement of any construction or installation work at the Premises, either at the Tower or Building, Licensee shall submit to Licensor for review and approval, which approval shall not be unreasonably withheld, detailed plans and specifications accurately describing all aspects of the proposed work. Licensee shall not commence any construction or installation work on or at the Premises until Licensor issues to Licensee a written notice to proceed (“NTP”). Licensee shall notify Licensor of any contractors that Licensee retains to work on or at the Premises. Any contractor other than Licensor that will be performing work on or at the Premises must be a licensed contractor with valid and current workman’s compensation and general liability insurance certificates on file with Licensor naming Licensor as an additional insured and which otherwise satisfy the insurance coverage requirements set forth in Section 15 of this Agreement. In addition, any person climbing the Tower for or on behalf of Licensee for any purpose must have valid tower climbing training and certification, which certification(s) shall be provided to Licensor. Notwithstanding anything to the contrary in this Agreement, Licensor reserves the right, in its sole discretion, to refuse to permit any person or company to climb the Tower or do any other work on or at the Building or Tower. (B) Indemnity/Licensor’s Right to Inspect. All of Licensee’s construction and installation work at the Premises shall be performed at Licensee’s sole cost and expense in a good and workmanlike manner with Licensee holding Licensor harmless of any mechanics’ or L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -12- materialman’s liens. Licensee shall be responsible for and shall indemnify Licensor against any and all damage, theft, vandalism or loss that results from the installation of any equipment, cables or utility wires by Licensee or any contractor, subcontractor or other person or entity retained by Licensee (including a public utility company), including, without limitation, any damage, theft, vandalism or loss that results from the accidental cutting of utility wires or cables of any other party operating at or on the Tower and/or Building and any installation that does not conform with any applicable local building code or is not performed in a satisfactory manner as determined in Licensor’s discretion. Licensor, in its discretion, may elect to be present when all construction or installation work is being done to ensure that Licensor’s property is not damaged during such work. Notwithstanding the foregoing, Licensee shall not be required to make any repairs to the Premises except for damages to the Premises caused by Licensee, its employees, agents, contractors and subcontractors, normal wear and tear excepted. (C) Equipment; Relocation, Modification. Except as provided in this subsection, Licensee shall not construct, install or operate any equipment or improvements on the Premises other than those which are described on Exhibit “A” or alter the radio frequency described therein. Licensee shall submit an application (“Application”) utilizing Licensor’s then current form, to request the right to replace or modify its Approved Equipment, alter the radio frequency of the Approved Equipment or increase the ground space. Licensor shall evaluate the feasibility of Licensee’s request and may or may not approve Licensee’s request in Licensor’s reasonable discretion. Notwithstanding the foregoing provision of this paragraph, Licensee shall not be required to submit an Application to perform routine maintenance on the Approved Equipment, or to replace, upgrade or modify its Approved Equipment with the same or equivalent mode of equipment provided the model has been approved in writing by Licensor or with another model L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -13- of equipment that (i) is no heavier or larger and uses no more electrical power than the model it is replacing; (ii) has a method of obtaining electrical power for the device that is the same as for the model it is replacing; and (iii) has electrical power consumption, size and weight of the updated equipment that does not, in the sole judgment of Licensor, place an unacceptable burden or risk on the Tower or Building, and provided further that Licensee shall notify Licensor whenever any equipment which is affixed to the Tower and/or Building is to be changed, modified or repaired. In the event Licensee fails to notify Licensor with respect to any change, modification or repair of its equipment affixed to the Tower and Building, then Licensor may treat such failure to notify as a material breach of this Agreement by Licensee and may pursue all remedies set forth in this Agreement. (D) Termination of License. Licensee shall have the right to remove all equipment at Licensee’s sole expense on or before the expiration or earlier termination of the License provided Licensee repairs any damage to the Premises, or any other portion or part of the Tower or Building, caused by such removal. Within sixty (60) days of the expiration or termination of this Agreement for any reason, Licensee shall: (i) remove the Approved Equipment and any other property belonging to Licensee from the Premises at Licensee’s sole risk, cost and expense; (ii) deliver the Premises in substantially the same and in as good of a condition as received (ordinary wear and tear excepted); and (iii) repair any damage caused by the removal of the Approved Equipment within thirty (30) days of the occurrence of such damage, provided that any significant damage to the Tower, Building or to any non-Licensee equipment resulting from Licensee’s removal of its equipment shall be repaired immediately. Licensee shall indemnify Licensor against any loss incurred as a result of Licensee’s removal of its equipment in accordance with the provisions of section 7(B) above. L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -14- (E) Failure to Remove Equipment. If Licensee fails to timely pay the Holdover Fee and/or does not remove its Approved Equipment within sixty (60) days after the expiration or termination of this Agreement, (i) the Approved Equipment shall be deemed conclusively and absolutely abandoned by Licensee and anyone claiming by, through or under Licensee except for any items, whether Approved Equipment or otherwise, which contain Hazardous Materials (as defined below) and/or waste from Hazardous Materials, which must be removed by Licensee from the Premises prior to the expiration or earlier termination of this Agreement; and (ii) Licensor shall have the right to remove the Approved Equipment at Licensee’s sole expense and dispose of such Approved Equipment in any manner Licensor so elects, and Licensee shall reimburse Licensor for its expenses upon demand without offset. 8. TAXES. Licensee shall be responsible for the payment of any applicable taxes, fees, or governmental assessments against any equipment, personal property and/or improvements owned, leased or operated by Licensee or directly associated with Licensee’s use of the Premises. Except as provided immediately hereafter, Licensor shall pay all real property taxes that Licensor is obligated to pay. Licensee shall reimburse Licensor for any increase in real or personal property taxes which are assessed as a direct result of Licensee’s installation of its Approved Equipment or improvements to the Premises within thirty (30) days of Licensor’s request for such reimbursement. Upon Licensee’s request, Licensor shall provide to Licensee copies of the documentation from the taxing authority reasonably acceptable to Licensee, indicating the increase is due to Licensee’s improvements or Approved Equipment. 9. MAINTENANCE OF PREMISES. Licensee, at its own cost and expense, shall protect, maintain and keep in neat and safe condition and in good order its Premises, including the standby electricity generator for the Premises. In the event of an emergency or a loss of L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -15- power, Licensee shall permit Licensor to access the standby generator and to draw electricity from the same in an amount not to exceed 10 kilowatts of generated electricity. Licensee shall not maintain nor permit any nuisances on the Premises, nor permit the Premises to be used for any purpose or use in violation of any of the laws, codes, ordinances, rules or regulations of any public authority applicable thereto. Licensee shall reimburse Licensor for Licensee’s pro-rata share of costs and expenses incurred by Licensor for the maintenance, repair and replacement of common facilities at the Tower and Building and at the Bear Mountain Site, including, without limitation, damage to fences, gates, access roads and the Tower and Building; provided that any damage caused directly by Licensee or its agents, employees or contractors shall be borne solely by Licensee. 10. COMPLIANCE WITH LAWS. Licensor shall be responsible for compliance with any marking and lighting requirements of the FAA and the FCC applicable to the Tower and Building. Notwithstanding anything to the contrary in this Agreement, Licensee shall at all times comply with all applicable laws and ordinances and all rules and regulations of municipal, state and federal governmental authorities relating to the installation, maintenance, location, use, operation, and removal of the Approved Equipment and other alterations or improvements authorized pursuant to the provisions of this Agreement. 11. UTILITIES. Licensor shall, at all times during the term, including any Renewal Term or Holdover Period, provide electrical service access at the Premises. All utility services installed on the Premises for the use or benefit of the Licensee shall be made at the sole cost and expense of Licensee and may be separately metered from Licensor’s utilities if possible. Licensee shall be solely responsible for extending utilities to the Premises as necessary for the operation of the Approved Equipment and for the payment of utility charges, including L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -16- connection charges and security deposits incurred by Licensee. In the event Licensee utility services are provided by Licensor and are not separately metered to Licensee, Licensee shall pay to Licensor the sum of Five Hundred Dollars ($500) per month as reimbursement to Licensor for such services, which Licensor and Licensee agree represents a fair, reasonable estimate of Licensee’s usage and consumption of such services. Licensee shall obtain and pay the cost of telephone connections, the installation of which shall be in compliance with the procedures for installation and maintenance of Approved Equipment set forth herein, and further Licensee shall provide Licensor with access to two (2) T1 telephone circuits, at no charge, to be used by Licensor in its discretion. Licensee is permitted at any time during the term, including any Renewal Term or Holdover Period, to install, maintain and/or provide access to and use of, as necessary (during any power interruption at the Premises), a temporary power source, and all related equipment and appurtenances for the Tower and Building, or elsewhere in such locations as reasonably approved by Licensor. Licensee may install conduits connecting the temporary power source and related appurtenances to the Premises. 12. ONGOING ACCESS TO PREMISES. Throughout the term, including any Renewal Term or Holdover Period of this Agreement, Licensee shall have the non-exclusive right of access to the Premises twenty-four (24) hours a day, seven (7) days per week. In exercising its right of access to the Premises, Licensee agrees to cooperate with any reasonable security procedures utilized by Licensor and further agrees not to unreasonably disturb or interfere with the business or other activities of Licensor or any other licensees, tenants or occupants of the real property where the Tower and Building are situated. 13. APPROVALS AND PERMITS. Licensee represents that it has obtained, at its sole cost, all required permits and/or licenses pertaining to the installation, operation, L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -17- maintenance and repair of its equipment on the Premises, including but not limited to authorization under a FCC license. 14. HOLD HARMLESS. Licensor agrees to indemnify, save, hold harmless, and at Licensee’s request, defend Licensee, its officers, agents, and employees from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to Licensee as a result of the negligence or willful misconduct of Licensor, its officers, agents or employees under this License, and from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the negligence or willful misconduct of Licensor, its officers, agents, or employees under the License. Licensee agrees to indemnify, save, hold harmless, and at Licensor’s request, defend Licensor, its officers, agents, and employees from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to Licensor as a result of the negligence or willful misconduct of Licensee, its officers, agents or employees under this License, and from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or damaged by the negligence or willful misconduct of Licensee, its officers, agents, or employees under the License. This License is made upon the expressed condition that the Licensee is to be free of all liability, damages or injury arising from structural failures of the Premises, as well as the entire Tower and Building structures, including, but not limited to external walls, doors, roof and floors of such structures. The parties acknowledge that as Licensor and Licensee, each is responsible for the negligence of its own officers, agents, employees and invitees. 15. INSURANCE. L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -18- (A) During the term of this Agreement, including any Renewal Term or Holdover Period, Licensee at Licensee’s sole cost and expense, shall maintain the following policies of insurance, which coverages may be provided in whole or in part through one or more programs of self-insurance: commercial general liability insurance on the Premises and on Licensee’s equipment installed or located on the Premises and bodily injury and property damage insurance with a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence. Such insurance shall insure, on a per occurrence basis, against all liability of Licensee, its employees, agents and contractors arising out of or in connection with Licensee’s use of the Premises all as provided for herein. Licensee shall give Licensor thirty (30) days written notice before the cancellation or change in the insurance required by this Agreement. Licensor shall be named as an additional insured. (B) All insurance required to be procured by Licensee under this Agreement shall: (1) Be issued as a primary policy; and (2) Contain an endorsement requiring thirty (30) days written notice from the insurance company to both parties before cancellation or material change in the coverage, scope, or amount of any policy. Each policy, or a certificate of the policy, shall be deposited with Licensor within thirty (30) days after execution of this Agreement and on any renewal of the policy. (C) Without limiting the Licensee’s right to obtain indemnification from Licensor or any third parties, Licensor, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance throughout the term of this License: L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -19- a. Commercial General Liability - Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million ($2,000,000). This policy shall be issued on a per occurrence basis. b. Worker’s Compensation - A policy of Worker’s Compensation insurance as may be required by the California Labor Code. Within (30) days from the date Licensor executes this License, Licensor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Attn: ISD Lease Services (L-247), 2220 Tulare Street, 21st Floor, Room 2101, Fresno, CA 93721-2106, stating that such insurance coverage has been obtained and is in full force; that Fresno County, its officers, agents and employees will not be responsible for any premiums on the policies; and that such policies shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to Licensee. In the event Licensor fails to keep in effect at all times insurance coverage as herein provided, Licensee may, in addition to other remedies it may have, suspend or terminate this License upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M Best Company rating of A FSC VII or better. 16. WAIVER OF SUBROGATION. (A) Licensor and Licensee waive all rights against each other and any of their respective consultants and contractors, agents and employees, for damages caused by perils to the extent covered by the proceeds of the insurance provided herein, except such rights as they L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -20- may have to the insurance proceeds. All insurance policies required under this Agreement shall contain a waiver of subrogation provision under the terms of which the insurance carrier of a Party waives all of such carrier’s rights to proceed against the other Party. Licensee’s insurance policies shall provide such waivers of subrogation by endorsement. The Licensee shall require by appropriate agreements, written where legally required for validity, similar waivers from its contractors and subcontractors. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. (B) Notwithstanding anything in this Agreement to the contrary, Licensor and Licensee each release the other and its respective affiliates, employees and representatives from any claims by them or any one claiming through or under them by way of subrogation or otherwise for damage to any person or to the Premises and to the fixtures, personal property, improvements and alterations in or for the Premises that are caused by or result from risks insured against under any insurance policy carried by each and required by this Agreement, provided that such releases shall be effective only if and to the extent that the same do not diminish or adversely affect the coverage under such insurance policies and only to the extent of the proceeds received from such policy. 17. INTENTIONALLY OMITTED. 18. AMENDMENT. This License may be amended by the mutual written consent of the parties without in any way affecting the remainder. 19. LABELING. Licensee shall identify its Approved Equipment and equipment cabinets with labels permanently affixed thereto, indicating Licensee’s name, contact telephone L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -21- number and installation date. If Licensee fails to so identify its equipment, Licensor may, after reasonable diligence to identify the owner of the equipment, in its reasonable discretion, declare Licensee to be in default of its obligations under this Agreement, terminate electrical power to the Approved Equipment and remove the Approved Equipment from the Premises after thirty (30) days prior notice to Licensee. Licensee’s right to cure as set forth in this Agreement shall not be applicable to Licensee’s failure to properly label its Approved Equipment. 20. DEFAULT. (A) The following shall be deemed to be events of default by Licensee under this Agreement: (1) The License Fee provided for in Section 3 of this Agreement remains unpaid for a period of thirty (30) days after the due date of such payment, with or without the issuance of a notice of default from Licensor; (2) Licensee fails to comply with any of the terms, conditions, and covenants herein and does not cure such default within thirty (30) days after written notice thereof to Licensee or, if such default cannot reasonably be cured within the thirty (30) day period, Licensee has not commenced to cure such default within the thirty (30) day period with reasonable diligence and in good faith and does not cure such default within ninety (90) days after the date of such notice; (3) Licensee files a petition under any section or chapter of the federal Bankruptcy code, as amended, or under any similar law or statute L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -22- of the United States or any state thereof, or Licensee becomes the subject of any involuntary bankruptcy proceedings under any such laws or is adjudged bankrupt or insolvent in proceedings filed against Licensee thereunder. (B) In the event there is a breach by Licensor with respect to any of the provisions of this Agreement or its obligations under it, Licensee shall give Licensor written notice of such breach. After receipt of such written notice, Licensor has thirty (30) days in which to cure any such breach, provided Licensor will 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 so long as completion of the cure takes not longer then ninety (90) days. (C) Neither Party may maintain any action or effect any remedies for default against the non-defaulting Party unless and until the defaulting Party has failed to cure the breach within the time periods provided in this Section 20. 21. TERMINATION. This License Agreement may be terminated as follows: (A) If the Tower or Building are damaged or destroyed, in whole or in part, by fire, lightning, wind storm, hail, explosion, earthquake, collapse, aircraft or other vehicular induced damage, vandalism, malicious mischief, or any other event of casualty, whether insured against or not, in any such case as to render impracticable communications therefrom, which determination shall be in the sole discretion of Licensor. Licensor may, at its option and without termination of this Agreement, repair the portions of the Tower and/or Building so damaged or destroyed. Licensee shall be entitled to a prorated reduction in the License Fee required herein for any period during which Licensee’s use of the Premises is interrupted for the purpose of making such repairs to the Tower and/or Building. In the event that the repairs are not L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -23- completed and Licensee is unable to fully operate its equipment within sixty (60) days of such event, Licensee shall have the right to terminate this Agreement, provided that said sixty (60) day period shall be extended by a reasonable period of time if weather conditions are such that access to the site is impeded (for example, Licensor is unable to access the Tower and/or Building due to snow conditions). (B) Should Licensee install or have installed any equipment on the Premises without the prior written approval of Licensor, Licensor may terminate this Agreement, have all of Licensee’s equipment removed from the Premises, and store such equipment at Licensee’s expense all without prejudice to any other remedies Licensor may have provided for herein or by law. Any equipment so removed will be returned to Licensee upon payment in full of all storage costs and past due License Fees. (C) In the event that Licensee’s funding is not renewed (see Section 2, Paragraph B above). (D) In the event the Ground Lease is terminated or expires as provided in Section 25 hereinbelow. 22. ASSIGNMENT. Licensee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license, or otherwise transfer or encumber all or any part of Licensee’s interest in this Agreement or in the Premises, without Licensor’s written consent, which may be granted or withheld in Licensor’s discretion. 23. SITE RULES AND REGULATIONS. Licensee agrees to comply with the reasonable rules and regulations established from time to time at the Premises by Licensor, which may be modified by Licensor from time to time upon receipt by Licensee of such revised rules and regulations. Such rules and regulations will not unreasonably interfere with Licensee’s use of the Premises under this Agreement. L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -24- 24. DISCLAIMER OF WARRANTY. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ASSOCIATED WITH THE PREMISES AND TOWER AND BUILDING. LICENSEE WARRANTS THAT IT HAS INSPECTED THE PREMISES AND HEREBY ACCEPTS THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS.” 25. SUBORDINATION TO GROUND LEASE. The Parties acknowledge that Licensor leases the underlying real property upon which the Tower and Building are situated under the terms of a ground lease (the “Ground Lease”) with a third-party landowner. All terms, conditions and covenants contained in this License shall be specifically subject to and subordinate to the terms and conditions of the Ground Lease. In the event that any provision of the Ground Lease is in conflict with any provision of this License, Licensee agrees to comply with the terms of such Ground Lease as applicable to the access and occupancy of the Premises, provided that Licensor fully informs Licensee of all such terms. Licensor will not commit or cause any act or omission that would result in the default or breach of the Ground Lease that cannot be cured within the applicable cure periods in the Ground Lease. Licensor is under no obligation to extend the term of or renew the Ground Lease. Licensor shall give Licensee written notice of such termination or expiration of this License as a result of the termination or expiration of the Ground Lease as soon as practicable, and Licensor shall not be liable in any way to Licensee in the event that this License terminates as a result of the termination or expiration of the Ground Lease. Unless prohibited by the terms of such Ground Lease, upon Licensee’s written request, Licensor shall provide a copy of any applicable Ground Lease with the economic terms and other terms that Licensor deems reasonably confidential redacted. L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -25- 26. REMEDIES. In the event of a default or a breach of this Agreement by Licensee and after the Licensee’s failure to cure the same within the time allowed Licensee to cure such default, if applicable, then Licensor may, in addition to all other rights or remedies Licensor may have hereunder at law or in equity (i) terminate this Agreement by giving written notice to the Licensee, stating the date upon which such termination shall be effective, in which case Licensee shall pay to Licensor, within 45 days after the termination date, any unpaid license fees due Licensor; (ii) terminate electrical power to the Approved Equipment; and/or (iii) with due care remove the Approved Equipment without being deemed liable for trespass or conversion and store the same at the Licensee’s sole cost and expense for a period of thirty (30) days after which the Approved Equipment, other than Hazardous Materials, will be deemed conclusively abandoned if not claimed by Licensee. Licensee shall not be permitted to claim the Approved Equipment until Licensor has been reimbursed for its reasonable removal and storage fees. No endorsement or statement on any check or letter accompanying a check for payment of any monies due and payable under the terms of this Agreement shall be deemed an accord and satisfaction, and Licensor may accept such check or payment without prejudice to its right to recover the balance of such monies or to pursue any other remedy provided by law or in this Agreement. Licensor shall accept any such partial payment for the account of Licensee. All remedies set forth in this Agreement are in addition to any other remedy that Licensor may have, either at law or in equity, with respect to the enforcement of this Agreement. 27. REPLACEMENT OF TOWER. Licensor may, at its election, replace or rebuild the Tower or a portion thereof. Such replacement will (i) be at Licensor’s sole cost, and (ii) not result in an interruption of Licensee’s communications services. Licensee may establish a temporary facility, at Licensor’s sole cost, on the Bear Mountain Site, to provide such services L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -26- as Licensee deems necessary during any such construction by Licensor. The location of such temporary facilities shall be subject to Licensor’s approval. At the request of either Party, Licensor and Licensee shall enter into a mutually agreed upon amendment to this Agreement to clarify the rights of Licensor and Licensee to the new Tower and the Building. 28. ENVIRONMENTAL INDEMNIFICATION. (A) Licensee. Licensee, its heirs, grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless Licensor from and against any and all environmental damages, caused by activities conducted on the Premises by Licensee, and (i) arising from the presence of any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation, including petroleum or hydrocarbon based fuels such as diesel, propane or natural gas (collectively “Hazardous Materials”) upon, about or beneath the Tower and Building migrating to or from the Premises, or (ii) arising in any manner whatsoever out of the actions of its contractors, subcontractors, employees and agents violation of any environmental requirements pertaining to the Tower and Building and any of their activities thereon. Licensee covenants that it shall not allow its employees, agents or independent contractors to use, treat, store or dispose of any Hazardous Materials on the Premises in violation of applicable law. (B) Licensor. Licensor discloses that there may be asbestos and lead on or about the Premises, in locations including but not limited to the flooring and paint on the walls. Licensor disclaims any liability which it may otherwise have incurred as a result of such substances being present on the Premises. With respect to any other Hazardous Materials which may be located on the Premises, Licensor, its grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless Licensee from and against any and all environmental damages L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -27- arising from (i) the presence of Hazardous Materials upon, about or beneath the Tower and Building or migrating to or from the Tower and Building, or (ii) arising in any manner whatsoever out of the violation of any environmental requirement pertaining to the Premises and any activities thereon, either of which conditions came into existence prior to the occupancy of the Premises by Licensee (including under any previous occupancy agreement such as a lease) and are attributable to activities conducted at the Tower and/or Building by Licensor. (C) Survivorship. The provisions of this section shall expressly survive any termination or expiration of this Agreement. 29. NOTICES. All notices to be given under this License by either Party to the other Party shall be in writing, and given by any one of the following methods: a. Personal delivery; or b. Sent by certified United States mail, first class postage prepaid, with return receipt requested, to the applicable addresses as set forth below, in which case such notice shall be deemed given three (3) business days if Licensor is the recipient, or three (3) Licensee business days if Licensee is the recipient, after such deposit and postmark with the United States Postal Service; or c. Sent by a reputable overnight commercial courier, in which case such notice shall be deemed given one (1) business day if Licensor is the recipient, or one business day if Licensee is the recipient, after such deposit with that courier to the applicable addresses as set forth below. The addresses and telephone numbers of the Parties for purposes of giving receiving notices under this License are as follows: Licensor: L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -28- La Rue California Sites, LLC Attn: Knox La Rue, Jr. P.O. Box 691512 Stockton, CA 95269 Telephone: (209) 609-5627 Email: k6nox@yahoo.com Licensee: County of Fresno Attn: Robert W. Bash (L-247), Director of Internal Services 2220 Tulare St., 21st Floor, Room 2101 Fresno, CA 93721-2106 Telephone: (559) 600-1715 Email: rbash@co.fresno.ca.us Provided however, such notices may be given to such person or at such other place as either of the Parties may from time to time designate by giving written notice to the other Party, and provided further however, in any event notices of changes of address or termination of this License shall not be effective until actual delivery of such notice. Notices given hereunder shall not be amendments or modifications to this License. 30. ATTORNEY FEES. In the event that legal action is instituted to enforce any of the terms and conditions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees from the losing party. 31. WAIVER. No provision of this Agreement shall be deemed to have been waived by a party unless the waiver is in writing and signed by the Party against whom enforcement of the waiver is attempted. No customer practice which may develop between the parties in the implementation or administration of the terms of this Agreement shall be construed to waive or lessen any right to insist upon strict performance of the terms of this Agreement. 32. MODIFICATION. This Agreement shall not be varied or modified in any way, except by an instrument in writing, executed by the parties hereto. L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -29- 33. GOVERNING LAW/VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and entirely performed therein. Venue for any action arising out of or relating to the License shall only be in Fresno County, California. 34. PARTIAL INVALIDITY. 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. 35. SUCCESSORS. Subject to the provisions of Section 22, this Agreement shall inure to the benefit of and be binding upon the successors, approved assigns and legal representatives of the parties hereto. 36. CAPTIONS. 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. 37. BINDING EFFECT. Each party represents and warrants that said party has the full power and authority, the person(s) executing this Agreement have the full power and authority to execute and deliver this Agreement, and that this Agreement constitutes a valid and binding obligation of each party, enforceable in accordance with its terms. 38. SURVIVAL. The terms and conditions of this Agreement which by their sense and context survive the termination, cancellation or expiration of this Agreement will so survive. 39. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties regarding the Licensee’s license of the Premises and L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -30- supersedes all offers, negotiations and other agreements concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. 40. NO PRESUMPTION REGARDING PREPARATION OF AGREEMENT. The parties acknowledge and agree that each of the Parties have been represented by counsel or had full opportunity to consult with counsel and each of the parties has participated in the negotiation and drafting of this Agreement. Accordingly, it is the intention and agreement of the Parties that the language, terms and conditions of this Agreement are not to be construed in any way against or in favor of any party hereto by reason of the roles and responsibilities of the parties or their counsel in connection with the preparation of this Agreement. 41. NO INVOICES. Licensee’s obligations to make payments to Licensor hereunder for all items shall be due and payable as set forth in this Agreement. Licensee acknowledges that Licensor is not obligated to send invoices for any amount due and payable by Licensee hereunder. 42. DISCLOSURE OF SELF DEALING TRANSACTIONS. This provision is only applicable if the Licensor is operating as a corporation (a for-profit or non-profit corporation) or if during the term of this License, the Licensor changes its status to operate as a corporation. Members of Licensor’s Board of Directors shall disclose any self-dealing transactions that they are a party to while Licensor is providing goods or performing services under this License. A self-dealing transaction shall mean a transaction to which the Licensor is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form Exhibit “B”, attached hereto and by this L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -31- reference incorporated herein, and submitting it to the County of Fresno prior to commencing with the self-dealing transaction or immediately thereafter. 43. INDEPENDENT CONTRACTOR. In performance of the work, duties and obligations assumed by Licensor under this License, it is mutually understood and agreed that Licensor, including any and all of the Licensor’s officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the Licensee. Furthermore, Licensee shall have no right to control or supervise or direct the manner or method by which Licensor shall perform its work and function. However, Licensee shall retain the right to administer this License so as to verify that Licensor is performing its obligations in accordance with the terms and conditions thereof. Licensor and Licensee shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Licensor shall have absolutely no right to employment rights and benefits available to Licensee employees. Licensor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally required employee benefits. In addition, Licensor shall be solely responsible and save Licensee harmless from all matters relating to payment of Licensor’s employees, including compliance with Social Security withholding and all other regulations governing such matters. It is acknowledged that during the term of this Licensee, Licensor may be providing services to others unrelated to the Licensee or to this License. (Signatures on Next Page) L-247BearMountain LaRueCA/ISD-ITRadio8932 LICENSOR: LARUE CALIFORNIA SITES, LLC, a California limited liability company By~'"~" KNOX LARUE, JR., Manager LICENSEE: COUNTY OF FRESNO, a political subdivi ion of the State of Cal " - By~~~~~~~iM~~~ Deborah A. Poochigian, C airman Board of Supervisors ATTEST: BERNICE E. SEIDEL CLERK, BOARD OF SUPERVISORS By~,~~ Deputy APPROVED AS TO LEGAL FORM: DANIEL C. CEDERBORG, COUNTY COUNSEL B~ zk? Deputy APPROVED AS TO ACCOUNTING FORM: VICKI CROW, C.P.A. TAX COLLECTOR AUDITOR- CONTR9LLEWT~SURER By Jf} i.tf_v l_A .-- By~~~~~~~~~~-­Robert W. Bash, Director oflntema Services/Chieflnformation Officer Fund: 1080 Subclass: 10952 Org No.: 8932 Acct: 7340 L-247Property/BearMountain!ITSD893 Page -32- L-247BearMountain LaRueCA/ISD-ITRadio8932 Page -33- EXHIBIT “A” List of Licensee’s Approved Equipment Location of Licensee’s Approved Equipment EXHIBIT "A" L-247 County of Fresno BEAR Mountain Equipment List AUGUST 2015 Channel Names Type Transmitters PL Tones Rececivers PL Tones 800 CLEMARS BASE 868.5125 156.7 823.5125 156.7 BLUE 3 AREA 3 BASE 155.6550 156.7 158.9700 156.7 CODIS 6 BASE 153.6650 156.7 159.9300 156.7 GREEN 12 AREA 4 BASE 160.6950 156.7 158.9550 156.7 GREEN AREA 4 OWL REC 458.7625 156.7 458.7625 156.7 GREEN 10 BASE 160.5450 156.7 158.9550 156.7 GREEN 11 BASE 160.5900 156.7 158.9550 156.7 HMA BASE 151.0850 156.7 159.1200 156.7 LB CHP CLEMARS BASE 39.4600 146.2 45.8600 156.7 LB SAR BASE 39.9400 39.9400 141.3 LGA BASE 153.8000 156.7 158.8350 156.7 LGC REC 153.4000 156.7 160.1400 156.7 LINKNET 8 BASE 154.6500 156.7 159.1500 156.7 MED 04 BASE 463.0750 114.8 468.0750 179.9 MED 05 REC 463.1000 114.8 468.1000 179.9 MED 06 REC 463.1250 114.8 468.1250 179.9 MED 10 BASE 462.9750 114.8 467.9750 114.8 MED 11 REC 453.3000 156.7 458.3000 156.7 MED 12 BASE 453.3250 156.7 458.3250 156.7 MED 15 REC 461.5750 156.7 466.5750 156.7 MED 16 BASE 463.6250 114.8 468.6250 114.8 NE TAC 13 REC 151.1300 156.7 159.0750 156.7 ORANGE AREA 1 REC 153.9200 156.7 158.7900 156.7 ORANGE AREA 2 BASE 155.5800 156.7 158.7900 156.7 PAGING BASE 152.0075 RACES BASE 147.1500 141.3 147.7500 141.3 RED CROSS BASE 47.4200 146.2 47.4200 CSQ SW TAC 4 BASE 152.9000 156.7 159.9150 156.7 UHF CLEMARS BASE 460.0250 156.7 465.0250 136.5 & 156.7 UTAC 41 BASE 453.4625 156.7 458.4625 156.7 UTAC 43 BASE 453.8625 156.7 458.8625 156.7 YELLOW 9 AREA 2 REC 154.7550 156.7 158.8800 156.7 Microwave Path Bear Mt to Hamilton Yard Microwave Path Bear Mt to Sampson Mt Microwave Path Bear Mt to Elkhorn FSO Video Microwave Path Bear Mt to Orange Cove FSO Video 15'-6"16'-6"2'-6"County of FresnoEquipment Room Exhibit “B” L-247 SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self-dealing transactions that they are a party t o 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 utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member’s name, job title (if applicable), and date this disclosure is being made. (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 disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation’s transaction that the board member has. (4) Describe in detail why the self -dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self -dealing transaction described in Sections (3) and (4). Mail the completed form to: County of Fresno Attn: Lease Services (L-247) Internal Services Department 2220 Tulare Street, Suite 2100, Room 2101 Fresno, CA 93721-2106 Exhibit “B” L-247 (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 transaction you are 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: