LAND AND ROOFTOP LICENSE AGREEMENT

Transcription

1 LAND AND ROOFTOP LICENSE AGREEMENT This License Agreement (Land & Rooftop) (the "Agreement") made this day of, 20, between The City of Lompoc, with its principal offices located at 100 Civic Center Plaza Lompoc, California 93436, hereinafter designated LICENSOR and GTE Mobilnet of Santa Barbara Limited Partnership, d/b/a Verizon Wireless, with its principal offices at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey (telephone number ), hereinafter designated LICENSEE. LICENSOR and LICENSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party." WITNESSETH In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Parties hereto agree as follows: 1. PREMISES. LICENSOR hereby grants to LICENSEE a non-exclusive license for LICENSEE to use that certain portion of property (the entirety of the LICENSOR s property is referred to hereinafter as the Property, as more particularly described in Exhibit "A" attached hereto and made a part hereof) located at 601 East North Avenue, City of Lompoc, County of Santa Barbara, State of California which portion consists of: (i) a sixteen foot (16') by eleven foot eight inch (11'8") parcel containing approximately one hundred eighty-seven (187) square feet of exterior ground space for LICENSEE's equipment (the "Equipment Space") and a fourteen foot (14') by fifteen foot (15') parcel containing approximately two hundred ten (210) square feet of exterior ground space for LICENSEE's generator (the "Generator Space") (Equipment Space and Generator Space collectively, the "Ground Space"); (ii) together with such space on the roof of the building (the "Building") located on the Property sufficient for the installation, operation and maintenance of antennas and antenna support structures (collectively, the Antenna Space ); (iii) together with such additional space on the Property, within the Building and on the roof of the Building, as approved, in writing, by LICENSOR's City Administrator or her/his designee prior to the full execution of the Agreement, which approval shall not be unreasonably withheld, conditioned or delayed, for the installation, operation and maintenance of wires, cables, conduits and pipes (the Cabling Space ) running between and among the Ground Space and Antenna Space and to all necessary electrical and telephone utility sources located within the Building or on the Property; (iv) together with the non-exclusive right of ingress and egress from a public right-of-way, seven (7) days a week, twenty-four (24) hours a day, over the Property and in and through the Building to and from the Premises (as hereinafter defined) for the purpose of installation, operation and maintenance of LICENSEE s communications facility (the "Access Rights"). The Access Rights are more fully described in Paragraph 2 below. The Ground Space, Antenna Space, Cabling Space and rights-of-way for access are hereinafter collectively referred to as the Premises and are as shown on Exhibit B attached hereto and made a part hereof. In the event there are not sufficient electric and telephone utility sources located within the Building or on the Property, LICENSOR agrees to grant LICENSEE or the local utility provider the right to install such utilities on, over and/or under the Property and through the Building necessary for LICENSEE to operate its communications facility, provided the location of such utilities shall be as reasonably designated by LICENSOR. 1

2 2. ACCESS. LICENSEE shall make all reasonable efforts to limit LICENSEE's access to the Antenna Space and portions of the Cabling Space located in and on the Building (collectively, the "Building Premises") to the hours of 7:00 a.m. through 5:00 p.m (the "Daylight Hours"). In the event LICENSEE needs to access the Building Premises outside Daylight Hours, LICENSEE shall call the phone number listed on the front door of the Building upon arrival to obtain access to the Building Premises from the Water Treatment Plant Operator on duty at that time, who shall, with all good faith efforts, be on duty twenty-four (24) hours per day, seven (7) days per week. In the event of an emergency, LICENSEE reserves the right to access the Building Premises at any hour. 3. SURVEY. LICENSOR also hereby grants to LICENSEE the right to survey the Property and the Premises, and said survey shall then become Exhibit "C" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "B". Cost for such work shall be borne by LICENSEE. 4. DELIVERY. LICENSOR shall deliver the Premises to LICENSEE on the Commencement Date, as hereinafter defined, in a condition ready for LICENSEE s construction of its improvements and clean and free of debris. 5. TERM; LICENSE FEE; ELECTRICAL. a. The Agreement shall be effective as of the date of execution by both Parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined) at which time payments of the license fee shall commence and be due at a total annual license fee of Twenty Thousand Four Hundred and No/100 Dollars ($20,400.00) to be paid in equal monthly installments on the first day of the month, in advance, to LICENSOR or to such other person, firm or place as LICENSOR may, from time to time, designate in writing at least thirty (30) days in advance of any license fee payment date by notice given in accordance with Paragraph 26 below. The Agreement shall commence based upon the date LICENSEE is granted a building permit by the governmental agency charged with issuing such permits, or the date of full execution of the Agreement by the Parties, whichever is later. In the event the date at which LICENSEE is granted a building permit or the date of full execution of the Agreement, whichever is applicable, falls between the 1 st and 15 th of the month, the Agreement shall commence on the 1 st of that month and if such date falls between the 16 th and 31 st of the month, then the Agreement shall commence on the 1 st day of the following month (either the "Commencement Date"). LICENSOR and LICENSEE acknowledge and agree that initial license fee payment(s) shall not actually be sent by LICENSEE until thirty (30) days after the Commencement Date. By way of illustration of the preceding sentence, if the Commencement Date is January 1, LICENSEE shall send to the LICENSOR the license fees for January 1 and February 1 by February 1. Upon agreement of the Parties, LICENSEE may pay the license fee by electronic funds transfer and in such event, LICENSOR agrees to provide to LICENSEE bank routing information for such purpose upon request of LICENSEE. b. LICENSOR hereby agrees to provide to LICENSEE a complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form acceptable to LICENSEE 2

3 (the "IRS Documentation"), for any party to whom license fee payments are to be made pursuant to the Agreement. Delivery of the IRS Documentation to LICENSEE shall be a prerequisite for the payment of any license fee by LICENSEE and notwithstanding anything to the contrary herein, LICENSEE shall have no obligation to make any license fee payments until the IRS Documentation has been supplied to LICENSEE as provided herein. c. LICENSOR shall, at all times during the Term, provide electrical service and telephone service access within the Premises. If permitted by the local utility company servicing the Premises, then LICENSEE shall furnish and install an electrical meter at the Premises for the measurement of electrical power used by LICENSEE's installation. In the alternative, if permitted by the local utility company servicing the Premises, then LICENSEE shall furnish and install an electrical sub-meter at the Premises for the measurement of electrical power used by LICENSEE's installation. In the event such sub-meter is installed, LICENSEE shall pay the utility directly for its power consumption, if billed by the utility, and if not billed by the utility, then LICENSEE shall pay LICENSOR thirty (30) days after receipt of an invoice from LICENSOR indicating the usage amount based upon LICENSOR s reading of the submeter. All invoices for power consumption shall be sent by LICENSOR to LICENSEE at Verizon Wireless, P.O. Box , Columbus, Ohio (Site:, #247228). LICENSEE shall be permitted at any time during the Term, 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 within the Premises, or elsewhere on the Property in such locations as reasonably approved by LICENSOR. LICENSEE shall have the right to install conduits connecting the temporary power source and related appurtenances to the Premises. 6. EXTENSIONS. The Agreement shall automatically be extended for four (4) additional five (5) year terms unless LICENSEE terminates it at the end of the then current term by giving LICENSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. 7. LICENSE FEE INCREASES. The annual license fee payable during each of the five (5) years during the initial five (5) year term shall be Twenty Thousand Four Hundred and No/100 Dollars ($20,400.00). Commencing on the fifth (5 th ) annual anniversary of the Commencement Date and each annual anniversary thereafter, the annual license fee will be increased by an amount equal to two percent (2%) of the license fee in effect during the immediately preceding year. 8. ADDITIONAL EXTENSIONS. If at the end of the fourth (4th) five (5) year extension term the Agreement has not been terminated by either Party by giving to the other written notice of an intention to terminate it at least three (3) months prior to the end of such term, the Agreement shall continue in force upon the same covenants, terms and conditions for a further term of five (5) years and for five (5) year terms thereafter until terminated by either Party by giving to the other written notice of its intention to so terminate at least three (3) months prior to the end of such term. The annual license fee for each such additional five (5) year term shall be equal to the annual license fee payable with respect to the immediately preceding five (5) year term. The initial term and all extensions shall be collectively referred to herein as the "Term". 3

4 9. TAXES. The Parties do not intend to create any real property interest in the Property. LICENSEE shall have the responsibility to pay any personal property, real estate taxes, assessments, or charges owed on the Property which is the result of the Agreement, LICENSEE s use of the Premises and/or the installation, maintenance, and operation of LICENSEE s improvements, and any sales tax imposed on the license fee (except to the extent that LICENSEE is or may become exempt from the payment of sales tax in the jurisdiction in which the Property is located), including any increase in real estate taxes at the Property which arises from LICENSEE s improvements and/or LICENSEE s use of the Premises. LICENSEE shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek modification of any tax assessment or billing for which LICENSEE is wholly or partly responsible for payment. LICENSOR shall reasonably cooperate with LICENSEE at LICENSEE s expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set forth in the preceding sentence, including but not limited to, executing any consent, appeal or other similar document. In the event that as a result of any appeal or challenge by LICENSEE, there is a reduction, credit or repayment received by the LICENSOR for any taxes previously paid by LICENSEE, LICENSOR agrees to promptly reimburse to LICENSEE the amount of said reduction, credit or repayment. In the event that LICENSEE does not have the standing rights to pursue a good faith and reasonable dispute of any taxes under this paragraph, LICENSOR will pursue such dispute at LICENSEE s sole cost and expense upon written request of LICENSEE. 10. USE; GOVERNMENTAL APPROVALS. LICENSEE shall use the Premises for the purpose of constructing, maintaining, repairing and operating a communications facility and uses incidental thereto, as more particularly described and depicted in Exhibit "B" attached hereto. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Ground Space at the discretion of the LICENSEE. All improvements, equipment, antennas and conduits shall be at LICENSEE's expense and whether or not to install the equipment, antennas and conduits shall be at the discretion and option of LICENSEE. LICENSEE shall have the right to replace, repair, add or otherwise modify its utilities, equipment, antennas and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, antennas, conduits or frequencies are specified or not on any exhibit attached hereto, during the Term. It is understood and agreed that LICENSEE's ability to use the Premises is contingent upon its obtaining after the execution date of the Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities, including LICENSOR acting in its governmental capacity as well as a satisfactory building structural analysis and soil boring tests which will permit LICENSEE use of the Premises as set forth above. LICENSOR shall cooperate with LICENSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by LICENSEE. In the event that (i) any of such applications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to LICENSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; (iii) LICENSEE determines such Governmental Approvals may not be obtained in a timely manner; (iv) LICENSEE determines any building structural analysis is unsatisfactory; (v) LICENSEE determines that any soil boring tests are unsatisfactory; (vi) 4

5 LICENSEE determines the Premises is no longer technically compatible for its use, or (vii) LICENSEE, in its sole discretion, determines that the use the Premises is obsolete or unnecessary, LICENSEE shall have the right to terminate the Agreement. Notice of LICENSEE's exercise of its right to terminate shall be given to LICENSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LICENSEE, or upon such later date as designated by LICENSEE. All license fees paid to said termination date shall be retained by LICENSOR. Upon such termination, the Agreement shall be of no further force or effect. Otherwise, the LICENSEE shall have no further obligations for the payment of any license fee to LICENSOR. 11. MAINTENANCE. a. During the Term, LICENSEE will maintain its equipment enclosure(s), antenna structures and temporary power source (if any) and the non-structural portions of the Premises in good condition, reasonable wear and tear and casualty damage excepted, but excluding any items which are the responsibility of LICENSOR pursuant to Paragraph 11.b below. b. During the Term, LICENSOR shall maintain, in good operating condition and repair, the structural elements of the Building and structural elements of the Building to which portions of the Premises are mounted or installed, and all Building systems (including, but not limited to, the foundations, exterior walls, structural condition of interior bearing walls, exterior roof fire sprinkler and/or standpipe and hose or other automatic fire extinguishing system, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the common areas) and the common areas. 12. INDEMNIFICATION. LICENSEE shall indemnify, defend and hold harmless LICENSOR and each of its officer, employees and agents from and against any claim, damages, award, liability, court costs and reasonable attorney s fees (collectively, Damages ) resulting from personal injury, death or property damage arising out of LICENSEE s use of the Premises or of the Agreement, except the obligation to indemnify and hold harmless is limited to the extent such claims or damages may be due to or caused by the negligence or willful misconduct of LICENSOR or its officers, employees or agents; and provided, further, that LICENSEE s obligation to indemnify and hold harmless are only to the extent LICENSEE or any of its officer, employees or agents caused any Damages. 13. INSURANCE. LICENSEE agrees at its own cost and expense, to maintain commercial general liability insurance with limits not less than Three Million Dollars ($3,000,000) for injury to or death of one or more persons in any one occurrence and One Million Dollars ($1,000,000) for damage or destruction to property in any one occurrence; or Three Million Dollars ($3,000,000) combined single limit coverage for bodily injury and property damage. LICENSEE agrees it will include the LICENSOR and each of its officer, employees and agents as an additional insured. 14. LIMITATION OF LIABILITY. Except for indemnification pursuant paragraphs 12 and 32, neither Party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or 5

6 services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 15. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein, provided LICENSEE is not in default hereunder beyond applicable notice and cure periods, LICENSEE shall have the right to terminate the Agreement upon the annual anniversary of the Commencement Date; provided, that three-months (3-months ) prior notice is given to LICENSOR. 16. INTERFERENCE. LICENSEE agrees to install equipment of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to any equipment of LICENSOR or other licensees of the Property which existed on the Property prior to the date the Agreement is executed by the Parties. In the event any after-installed LICENSEE's equipment causes such interference, and after LICENSOR has notified LICENSEE in writing of such interference, LICENSEE will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at LICENSEE s option, powering down such equipment and later powering up such equipment for intermittent testing. In no event will LICENSOR be entitled to terminate the Agreement or relocate the equipment as long as LICENSEE is making a good faith effort to remedy the interference issue. LICENSOR agrees, except for equipment required by LICENSOR in its governmental capacity, that LICENSOR and/or any other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and frequency which will not cause harmful interference which is measurable in accordance with then existing industry standards to the then existing equipment of LICENSEE. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Paragraph and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. 17. REMOVAL AT END OF TERM. LICENSEE shall, upon expiration of the Term, or within ninety (90) days after any earlier termination of the Agreement, remove its building(s), antenna structure(s) (except footings), equipment, conduits, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted. LICENSOR agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of LICENSEE shall remain the personal property of LICENSEE and LICENSEE shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable Laws (as defined in Paragraph 36 below). If such time for removal causes LICENSEE to remain on the Premises after termination of the Agreement, LICENSEE shall pay a license equal to one hundred ten percent (110%) of the then existing monthly license fee, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. 18. HOLDOVER. LICENSEE has no right to retain possession of the Premises or any part thereof beyond the expiration of that removal period set forth in Paragraph 17 herein, unless the Parties are negotiating a new license or license extension in good faith. In the event that the Parties are not in the process of negotiating a new license or license extension in good 6

7 faith, LICENSEE holds over in violation of Paragraph 17 and this Paragraph 18, then the license fee then in effect payable from and after the time of the expiration or earlier removal period set forth in Paragraph 17 shall be equal to the license fee applicable during the month immediately preceding such expiration or earlier termination. 19. INTENTIONALLY OMITTED. 20. RIGHTS UPON SALE. If LICENSOR, at any time during the Term decides (i) to sell or transfer all or any part of the Property or the Building thereon to a purchaser other than LICENSEE, or (ii) to grant to a third party by easement or other legal instrument an interest in and to that portion of the Building and/or Property occupied by LICENSEE, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of an easement or interest therein shall be under and subject to the Agreement and any such purchaser or transferee shall recognize LICENSEE's rights hereunder under the terms of the Agreement. To the extent that LICENSOR grants to a third party by easement or other legal instrument an interest in and to that portion of the Building and/or Property occupied by LICENSEE for the purpose of operating and maintaining communications facilities or the management thereof and in conjunction therewith, assigns the Agreement to said third party, LICENSOR shall not be released from its obligations to LICENSEE under the Agreement, and LICENSEE shall have the right to look to LICENSOR and the third party for the full performance of the Agreement. 21. QUIET ENJOYMENT. LICENSOR covenants that LICENSEE, on paying the license fee and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. 22. INTENTIONALLY OMITTED. 23. INTEGRATION. It is agreed and understood that the Agreement contains all agreements, promises and understandings between LICENSOR and LICENSEE as to the subject matter hereof and that no verbal or oral agreements, promises or understandings shall be binding upon either LICENSOR or LICENSEE in any dispute, controversy or proceeding at law as to the subject matter hereof, and any addition, variation or modification to the Agreement shall be void and ineffective unless made in writing signed by the Parties or in a written acknowledgment in the case provided in Paragraph 5. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of the Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of the Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under the Agreement, in law or in equity. 24. GOVERNING LAW AND VENUE. The Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the Laws of the State in which the Property is located. Venue for any legal or equitable action taken in relation to the Agreement shall be in the appropriate court of the County of Santa Barbara. 7

8 25. ASSIGNMENT. The Agreement may be sold, assigned or transferred by the LICENSEE without any approval or consent of the LICENSOR to the LICENSEE's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LICENSEE's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, the Agreement may not be sold, assigned or transferred without the written consent of the LICENSOR, which such consent will not be unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest or control of LICENSEE or transfer upon partnership or corporate dissolution of LICENSEE shall constitute an assignment hereunder. 26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LICENSOR: City of Lompoc Attn: Laurel Barcelona, City Administrator 100 Civic Center Plaza Lompoc, California LICENSEE: GTE Mobilnet of Santa Barbara Limited Partnership, d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey Attention: Network Real Estate Site: Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 27. SUCCESSORS. The Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 28. INTENTIONALLY OMITTED 29. INTENTIONALLY OMITTED. 30. DEFAULT. a. In the event there is a breach by LICENSEE with respect to any of the provisions of the Agreement or its obligations under it, including the payment of the license fee, LICENSOR shall give LICENSEE written notice of such breach. After receipt of such written notice, LICENSEE shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which to cure any non-monetary breach, provided LICENSEE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LICENSEE commences the cure within 8

9 such thirty (30) days; provided, however, that LICENSEE completes such cure within one hundred twenty (120) days after said cure has commenced. LICENSOR may not maintain any action or effect any remedies for default against LICENSEE unless and until LICENSEE has failed to cure the breach within the time periods provided in this Paragraph. b. In the event there is a breach by LICENSOR with respect to any of the provisions of the Agreement or its obligations under it, LICENSEE shall give LICENSOR written notice of such breach. After receipt of such written notice, LICENSOR shall have thirty (30) days in which to cure any such breach, provided LICENSOR 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 LICENSOR commences the cure within such thirty (30) days; provided, however, that LICENSEE completes such cure within one hundred twenty (120) days after said cure has commenced. LICENSEE may not maintain any action or effect any remedies for default against LICENSOR unless and until LICENSOR has failed to cure the breach within the time periods provided in this Paragraph. 31. REMEDIES. Upon a default, the non-defaulting Party may at its option (but without obligation to do so), perform the defaulting Party s duty or obligation on the defaulting Party s behalf, including but not limited to the obtaining of reasonably required insurance policies. The costs and expenses of any such performance by the non-defaulting Party shall be due and payable by the defaulting Party upon invoice therefor. In the event of a default by either Party with respect to a material provision of the Agreement, without limiting the non-defaulting Party in the exercise of any right or remedy which the non-defaulting Party may have by reason of such default, the non-defaulting Party may terminate the Agreement and/or pursue any remedy now or hereafter available to the non-defaulting Party under the Laws or judicial decisions of the state in which the Premises are located; provided, however, the non-defaulting party shall use reasonable efforts to mitigate its damages in connection with a default by the defaulting party. If the non-defaulting party so performs any of the defaulting party's obligations hereunder, the full amount of the reasonable and actual cost and expense incurred by the non-defaulting party shall immediately be owing by the defaulting party to the non-defaulting party, and the defaulting party shall pay to the non-defaulting party shall pay to the non-defaulting party upon demand the full undisputed amount thereof with interest thereon from the date of payment at the greater of (i) ten percent (10%) per annum, or (ii) the highest rate permitted by applicable Laws. Notwithstanding the foregoing, if LICENSOR does not pay LICENSEE the full undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount due from LICENSOR, LICENSEE may offset the full undisputed amount, including all accrued interest, due against all fees due and owing to LICENSOR until the full undisputed amount, including all accrued interest, is fully reimbursed to LICENSEE. 32. ENVIRONMENTAL. a. LICENSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Building or Property, 9

10 unless such conditions or concerns are caused by the specific activities of LICENSEE in the Premises. 33. CASUALTY. In the event of damage by fire or other casualty to the Building or Premises that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LICENSEE's operations at the Premises for more than forty-five (45) days, then LICENSEE may, at any time following such fire or other casualty, provided LICENSOR has not completed the restoration required to permit LICENSEE to resume its operation at the Premises, terminate the Agreement upon fifteen-days' (15-days') prior written notice to LICENSOR. Any such notice of termination shall cause the Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of the Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under the Agreement. Notwithstanding the foregoing, the license fee shall abate during the period of repair following such fire or other casualty in proportion to the degree to which LICENSEE s use of the Premises is impaired. 34. CONDEMNATION. In the event of any condemnation of all or any portion of the Property, the Agreement shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. If as a result of a partial condemnation of the Premises or Building, LICENSEE, in LICENSEE s sole discretion, is unable to use the Premises for the purposes intended hereunder, or if such condemnation may reasonably be expected to disrupt LICENSEE's operations at the Premises for more than forty-five (45) days, LICENSEE may, at LICENSEE s option, to be exercised in writing within fifteen (15) days after LICENSOR shall have given LICENSEE written notice of such taking (or in the absence of such notice, within fifteen (15) days after the condemning authority shall have taken possession) terminate the Agreement as of the date the condemning authority takes such possession. LICENSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the equipment, conduits, fixtures, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause the Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of the Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under the Agreement. If LICENSEE does not terminate the Agreement in accordance with the foregoing, the Agreement shall remain in full force and effect as to the portion of the Premises remaining, except that the license fee shall be reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area of the Premises. In the event that the Agreement is not terminated by reason of such condemnation, LICENSOR shall promptly repair any damage to the Premises caused by such condemning authority. 35. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The submission of the Agreement for examination does not constitute an offer to grant a license for use of the Premises and the Agreement becomes effective only upon the full execution of the Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from the Agreement and shall not invalidate the remaining provisions of the Agreement. Each of the Parties hereto warrants to the other that the person or persons executing the Agreement on behalf 10

11 of such Party has the full right, power and authority to enter into and execute the Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of the Agreement. 36. APPLICABLE LAWS. LICENSEE shall, in respect to the condition of the Premises and at LICENSEE s sole cost and expense, comply with (a) all applicable Federal, State and Local laws relating solely to LICENSEE s specific and unique nature of use of the Premises (other than general office use); and (b) all building codes requiring modifications to the Premises due to the improvements being made by LICENSEE in the Premises. 37. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of the Agreement. Additionally, any provisions of the Agreement which require performance subsequent to the termination or expiration of the Agreement shall also survive such termination or expiration. 38. CAPTIONS. The captions contained in the Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. Approved as to Form: LICENSOR: The City of Lompoc By: Name: John H. Linn Title: Mayor, City of Lompoc Date: Joseph W. Pannone, City Attorney LICENSEE: GTE Mobilnet of Santa Barbara Limited Partnership, a Delaware limited partnership, dba Verizon Wireless By: Cellco Partnership, its general partner By: Name: Walter L. Jones, Jr. Title: Area Vice President Network Date: 11

12 Exhibit "A" Legal Description of Property Real property in the City of Lompoc, County of Santa Barbara, State of California, described as follows: ALL THAT CERTAIN LAND SITUATED IN THE CITY OF LOMPOC, COUNTY OF SANTA BARBARA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEING PART OF THE LANDS LAID DOWN AND SHOWN UPON THAT CERTAIN MAP ENTITLED "MAP OF THE SUBDIVISIONS OF THE RANCHOS LOMPOC AND MISSION VIEJA IN THE COUNTY OF SANTA BARBARA, STATE OF CALIFORNIA, SURVEYED APRIL 1875, BY M.V. BENNETT AND FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF SANTA BARBARA COUNTY, STATE OF CALIFORNIA, OCTOBER 10TH, 1877" AND ACCORDING TO THE FIELD NOTES OF SAID RANCHOS ML SUBDIVISIONS THEREOF AND ROADS THEREON, DULY CERTIFIED AND ACKNOWLEDGES, AND RECORDED IN THE COUNTY RECORDER S OFFICE OF SANTA BARBARA COUNTY, CALIFORNIA ON THE LAST MENTIONED DATE IN BOOK "S" OF DEEDS, PAGES 138 TO 216 BOTH INCLUSIVE, TO WHICH MAP AND FIELD NOTES REFERENCE IS HEREBY MADE IN THE DESCRIPTION BELOW, TO- WIT: PARCEL ONE: BEGINNING AT THE SOUTHEAST CORNER OF FARM LOT 15 OF SAID RANCHOS, WHICH CORNER IS MARKED BY A 2 INCH IRON PIPE SET 1 FOOT BELOW THE SURFACE OF THE GROUND; THENCE WEST FEET ALONG THE NORTH LINE OF THE CITY LIMITS OF THE CITY OF LOMPOC, AND THE SOUTH LINE OF FARM LOT NO. 15; THENCE NORTH FEET TO AN IRON PIPE, THENCE EAST FEET TO AN IRON PIPE; THENCE SOUTH FEET TO THE PLACE OF BEGINNING. EXCEPTING THEREFROM THE EASTERLY FEET. PARCEL TWO: BEGINNING AT A P0INT FEET DUE NORTH OF THE SOUTHEAST CORNER OF FARM LOT 15 OF RANCHOS LOMPOC AND MISSION VIEJA; THENCE WEST FEET TO AN IRON PIPE; THENCE NORTH FEET TO AN IRON PIPE; THENCE EAST FEET; TO AN IRON PIPE; THENCE SOUTH FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE EASTERLY FEET. APN:

13 Exhibit "B" Depiction and Description of Premises (See attached) 13

14 Exhibit "C" Survey (See attached) 14