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HomeMy WebLinkAboutC-4380 CL O 1\00-7c LICENSEE SITE ACCESS AGREEMENT THIS SITE ACCESS AGREEMENT ("Agreement"), is made and entered into in duplicate original this :'_ 6` day of Cco '{ , 2020 (the "Effective Date"). BY AND BETWEEN THE CITY OF ARCADIA a body corporate and politic, hereinafter referred to as "Owner" AND NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company that is a wholly-owned, indirect subsidiary of AT&T, Inc., hereinafter referred to as "AT&T-NOW," or "Licensee," RECITALS: WHEREAS, Owner is a member of the Los Angeles Regional Interoperable Communications System Authority (the "LA-RIGS AUTHORITY"), a California joint powers authority established pursuant to a Joint Powers Agreement dated January 2009 ("JPA") for the purpose of coordinating governmental services to establish a wide-area interoperable public safety communications network commonly known as LA-RICS; WHEREAS, Owner owns certain real property, and permitted LA-RIGS AUTHORITY pursuant to a Site Access Agreement entered into on January 6, 2015 to use portions of the real property commonly known as the City of Arcadia Police Department ("ARCPD001"), located at 250 W. Huntington Dr., Arcadia, CA 91007, and as described on Exhibit A attached hereto and incorporated herein by reference ("Real Property") for use as a Long Term Evolution broadband ("LTE") communication site; WHEREAS, on March 30, 2017, the First Responder Network Authority ("FirstNet"), an independent authority within the Department of Commerce's National Telecommunications and Information Administration, announced the award of a contract (the "FirstNet NPSBN Contract") to AT&T Corp., on behalf of itself and its subsidiaries or entities that are controlled by AT&T Corp., or by AT&T Corp.'s parent company, AT&T Inc. (hereinafter referred to collectively as "AT&T;" and AT&T-NOW(the Licensee) is one of the entities composing the immediately preceding definition of AT&T) to build and operate the FirstNet National Public Safety Broadband Network ("FirstNet NPSBN"); WHEREAS, LA-RIGS Authority and AT&T have entered into an Asset Transfer Agreement for LA-RICS Authority to transfer and assign its right, title, and interest in the initial Broadband Technology Opportunity Program ("BTOP") grant-funded buildout of the LA-RIGS Public Safety Broadband Network ("LA-RIGS PSBN") to AT&T for inclusion into the FirstNet NPSBN, with an effective date of December 15, 2017 (the "Transfer Agreement"); WHEREAS, under the Transfer Agreement, LA-RIGS Authority has agreed, among other things, to transfer to Licensee its interest, control and responsibility for the BTOP equipment and infrastructure at ARCPD001; WHEREAS, AT&T-NCW needs access to ARCPD001 to operate, maintain, repair and upgrade the ARCPD001 site as part of the FirstNet NPSBN; and WHEREAS, Licensee is willing to accept and exercise the rights granted by this Agreement for use of a Licensee Site located on the Real Property in accordance with the terms and conditions prescribed herein. NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby deemed a contractual part hereof, and the mutual promises, covenants, and conditions set forth herein, the parties hereto agree as follows: 1. LICENSEE SITE; LICENSE 1.01 Owner hereby grants to the Licensee and Licensee hereby accepts from Owner on the terms and conditions set forth herein, a license to enter upon and use a designated portion of the Real Property, and/or a specific facility, such as a tower or building located on the Real Property, (collectively, the "Licensee Sites" and each, individually, a "Licensee Site"),together with a non-exclusive right to use designated space and easements on the Real Property (i) for pedestrian and/or vehicular ingress to and egress from the Licensee Site("Site Access Space")and (ii)for the installation of utilities serving the Licensee Site ("Utilities Space"), all as shown on Exhibit C attached hereto and incorporated herein by this reference, for the Permitted Activities defined in Section 2 hereof. 1.02 The Licensee has personally inspected the Licensee Site(s) and the surrounding area and evaluated the extent to which the physical condition thereof will affect its operations. The Licensee, on behalf of itself and its member agencies, the Vendor, the Broadband Vendor and the FirstNet Parties, accepts each Licensee Site, Site Access Space and Utilities Space "as-is" and with all faults, in its present physical condition, including its environmental condition, with no duty for either party to investigate. Owner makes no warranty, express or implied, and specifically disclaims all warranties whatsoever, as to the fitness for purpose, condition of or suitability of any Licensee Site, Site Access Space, Utilities Space, or the Real Property for the Licensee's intended use or for any purpose; including without limitation its physical condition, including the condition and stability of the soils or groundwater on or under any of the Real Property; or the presence of pollutants, hazardous substances or contaminants therein. Except as otherwise provided in this Agreement, the Licensee agrees that it shall make no demands on Owner for any repair, improvement or alteration of the Licensee Site, Site Access Space, Utilities Space or the Real Property, and shall make no claims whatsoever against Owner for costs, damages, or expenses as a result of the condition of any Licensee Site, Site Access Space, Utilities Space or the Real Property or for the costs incurred for any remediation or preparation work undertaken to ready the Licensee Site or the Real Property for Licensee's use pursuant to this Agreement. 1.03 Licensee hereby acknowledges the title or other legal right of possession of the Owner or its successors in the Real Property and covenants and agrees never to assail, contest, or resist said title. Licensee shall keep the Real Property, Licensee Sites, Site Access Space, and Utilities Space free from any liens arising from any work performed, materials furnished, or obligations incurred by or at the request of Licensee. If any lien is filed, Licensee shall promptly discharge, bond or otherwise secure same to Owner's satisfaction. 1.04 Ownership of the Licensee Facility (as defined in Section 2.01) constructed by the Licensee upon each and every site comprising the Licensee Site and all alterations, additions or betterments thereto shall be the personal property of the Licensee and not fixtures, and shall remain with the Licensee. The Licensee may remove the Licensee Facility or any elements thereof at any time during the term of the Agreement at its sole cost and expense and in compliance with this Agreement, and Owner hereby waives any and all lien rights it may have in relation thereto, statutory or otherwise. 2. PURPOSE AND USE 2.01 The purpose of this Agreement is to allow the Licensee to use the Licensee Site, Site Access Space and Utilities Space for the installation, construction, connection, modification, use, operation, monitoring, maintenance, repair, replacement, supplementation and upgrade of a Communication Facility (including a support structure such as a monopole if described in the exhibits hereto) for the transmission and reception of communications signals in a manner that is consistent with AT&T's overall strategy for providing services under the FirstNet NPSBN Contract and fulfilling its obligations to FirstNet thereunder (the "FirstNet NPSBN Solution"), and as otherwise provided in accordance with this section and the terms and conditions of this Agreement. For clarity, in order to provide the FirstNet NPSBN Solution, Licensee shall not be limited in its use of the Licensee Site to (a) the use of any specific technology, (b) changes in technology, (c) the use of specific bands of spectrum as long as Band Class 14 is also used at the Licensee Site, unless otherwise agreed to by Owner, or(d) to the use of any specific type of communications equipment. However, with respect to (a) through (d), and unless the Owner has otherwise previously reviewed pursuant to Section 8 (Alterations) and provided approval: (i). The technology or communications equipment must use the spectrum for the FirstNet NPSBN Solution; (ii). Licensee's communications equipment at the Licensee Site will not exceed, following the Effective Date of this Assignment, the (1) footprint of the concrete pad for the eNodeB, (2) the footprint of the caisson upon which the telecommunication tower currently sits on, (3) the existing height of the telecommunications tower, (4) the footprint of the current equipment collocated in an equipment shelter or equipment room owned or controlled by Owner, if applicable, or (5) the footprint occupied by the current roof-mount installation, if one exists at the Licensee Site; and (iii). Licensee will obtain and maintain such permits and licenses required for the construction and operation of its communications equipment and will operate in accordance with all applicable laws and regulations. Licensee and its Authorized Representatives (as defined in Section 13.01 hereof) shall have the right, at its sole expense in accordance with all of the terms and conditions of this Agreement to install, construct, connect, modify, use, operate, monitor, repair, replace, supplement and upgrade the Licensee's Communications facility, which may consist of, but shall not be limited to, the infrastructure, shelters, equipment and related improvements listed on Exhibit B (Equipment List) attached hereto and incorporated herein by this reference (such facility, and associated infrastructure, shelters, equipment and related. improvements, and other related materials as may be deemed necessary by Licensee collectively, the "Licensee Facility"). Each Licensee Site, Site Access Space, and Utilities Space shall be used for only the purposes authorized by this Section 2.01, and such other purposes as are directly related thereto, and for no other purposes whatsoever (collectively the "Permitted Activities"). 2.02 The Licensee shall ensure that all usage of the Licensee Site, Site Access Space and Utilities Space hereunder, including without limitation usage by the Authorized Representatives of Licensee, is in compliance with all terms and conditions of this Agreement. 2.03 Nothing contained in this Agreement shall be deemed or construed in any way to limit the Owner's authority to exercise any right or power concerning the utilization of the Real Property including without limitation the LTE Site, Site Access Space and Utilities Space; provided, however, that such Owner authority shall not be exercised in a manner inconsistent with this Agreement. 3. APPROVALS/DESIGN REVIEW 3.01 The Licensee shall furnish and submit to Owner copies of project plans and specifications (along with any other information reasonably requested by Owner) for the Licensee Site for Owner's review and input (and approval, to the extent approval is required under this Agreement). For modifications to the telecommunication tower, or for alterations that involve ground disturbance, Licensee shall furnish and submit to Owner copies of project plans and specifications (along with any other information reasonably requested by Owner) for the Licensee Site at the 50%, 75%, and 100% stages of design development, for their review and input (and approval, to the extent approval is required under this Agreement). Licensee agrees to discuss with Owner its concerns, if any, regarding the proposed plans. 3.02 Upon the Owner's and Licensee's approval of the final site plan for the Licensee Site, such final site plan will be deemed incorporated herein by reference as Exhibit C. Owner and the Licensee agree that the Licensee will comply with the Owner's City Building Code requirements. The parties agree that Owner's concerns will be taken into consideration throughout the Licensee Site plan approval process, as described in this Section 3 (Approvals/Design Review) and in Section 8 (Alterations) . 3.03 Should ministerial permits be required, Owner shall expeditiously process such permits within its jurisdiction. To the extent there may be costs associated with Owner's review, such costs will be waived for Licensee. The Licensee may perform and obtain, at the Licensee's sole cost and expense, soil borings, percolation tests, engineering reports, environmental investigations or other tests or reports on, over, and under each Licensee Site to the extent necessary to proceed with design, construction, or for compliance with the California Environmental Quality Act and/or the National Environmental Policy Act, and/or to determine if the Licensee's use of the Licensee Site will be compatible with the Licensee's engineering specifications and design and operational requirements. Owner shall work cooperatively and expeditiously with the Licensee to complete review of any project plans and specifications, so as not to delay the design and construction of the Licensee Facility. 4. TERM The initial term ("Initial Term") of the Agreement shall commence upon full execution of this Agreement ("Commencement Date") and shall terminate on the fifteenth (15th) anniversary of January 6, 2015, unless terminated earlier by: (a) written notice of termination by Licensee; or (b) written notice of termination by Owner pursuant to Section 27 (Default) hereof. If not terminated earlier, at the end of the Initial Term, the Agreement shall automatically renew for one year renewal terms unless and until terminated by written notice of termination by Owner pursuant to Section 27 (Default) hereof or by six (6) months written notice of election not to renew given by either party. 5. CONSIDERATION 5.01 Commencing on the first day of the month following the Commencement Date, Licensee will pay Owner on or before the fifth (5th) day of each calendar month in advance, Four Thousand Five Hundred and No/100 Dollars ($4,500.00) (the "Rent"), at the address for Owner set forth in Section 20 below. In any partial month occurring after the Commencement Date, the Rent will be prorated. The initial Rent payment will be forwarded by Licensee to Owner within sixty (60) days after the Commencement Date. 5.02 Each year on the anniversary of the Commencement Date, the monthly Rent will increase by the greater of: (a) three percent (3%) of the previous year's rental amount, or (b) an amount equal to the increase in the Consumer Price Index ("CPI") for the most recently published twelve (12) month period prior to the anniversary of that Rent Commencement Date. The CPI shall mean the Consumer Price Index (All Items, Base 1982-84 = 100) as published by the United States Department of Labor, Bureau of Labor Statistics for All Consumers for the Los Angeles-Riverside-Orange County Area", or if such index shall be discontinued, the successor index, or if there shall be no successor index, such comparable index as mutually agreed upon by the parties. 5.03 All charges payable under this Agreement, such as utilities, shall be billed by Owner within one (1) year from the end of the calendar year in which the charges were incurred; any charges beyond such period shall not be billed by Owner, and shall not be payable by Licensee. The foregoing shall not apply to monthly Rent which is due and payable without a requirement that it be billed by Owner. The provisions of this subsection shall survive the termination or expiration of this Agreement. 6. CONDITIONS PRECEDENT TO INSTALLATION OR ALTERATION OF LICENSEE FACILITY 6.01 Owner shall have the opportunity to review and provide input, if any, and to approve all project plans and specifications for the Licensee's proposed installation of the equipment comprising the Licensee Facility and for any proposed alterations (not including "like-kind" replacements) of the equipment comprising the Licensee Facility after Licensee's initial installation of the Licensee Facility on the Licensee Site. The Licensee shall not commence installation of equipment comprising the Licensee Facility or permit any alteration of same on a Licensee Site, or any portion thereof, including changes to power outputs or changes in the use of frequencies described in Exhibit B hereto until the Owner has been provided an opportunity to review and has approved the plans and specifications. Such approval shall not be unreasonably denied, delayed or conditioned. Notwithstanding the foregoing, Owner's review and approval of the use of additional frequencies/spectrum bands is limited to screening for potential interference issues and to confirm that Band Class 14 continues to be used at the Licensee Site, as in all cases Licensee shall be required to continue using Band Class 14 during the term of this Agreement. 6.02 Owner's review and approval of the plans shall not release the Licensee from the responsibility for, or the correction of, any errors, omissions or other mistakes that may be contained in the plans and specifications. The Licensee shall be responsible for notifying Owner and all other relevant parties immediately upon discovery of such omissions and/or errors. 6.03 The Licensee, prior to commencement of any activity on a Licensee Site that would constitute a "project"as that term is defined in Title 14, Section 15378 of the California Code of Regulations, will provide Owner evidence that it has complied with all applicable requirements of the California Environmental Quality Act (Pub. Resources Code § 21000 et seq., "CEQA"). 7. INSTALLATION 7.01 Licensee shall install the Licensee Facility at its own expense and risk as approved by Owner in accordance with the terms hereof, including without limitation Section 6. 7.02 Licensee shall install interference protection devices such as isolators, cavities, circulators, or combiners as required or recommended by accepted industry practices. 7.03 Each component of the Licensee Facility shall be clearly identified with Licensee's and, as applicable, member agency, Vendor, Broadband Vendor, and/or FirstNet Party's name, address, telephone number, Federal Communications Commission ("FCC") license and frequencies in use. Such identification shall be attached to each component of the Licensee Facility in plain view. 7.04 Licensee shall have the right to finance and construct approved equipment and related improvements on the Licensee Site at Licensee's sole cost and expense, except as may be provided otherwise by other agreements. 7.05 Owner shall have the right to inspect the Licensee Facility and the Licensee - Site at any time during and after installation upon not less than 24 hours prior written notice to the Licensee (except in cases of emergency pursuant to Section 14 hereof) and, at Licensee's option, with the right to require an Licensee representative to accompany Owner during any such inspection of or access to a Licensee Site. 7.06 Upon completion of the installation of the equipment comprising the License Facility at the Licensee Site, Licensee shall provide Owner with as-built drawings of the Licensee Facility ("As-Builts"). Such As-Builts shall include the location of any of Licensee shelters, cabinets, grounding rings, cables, and utility lines associated with Licensee use of the Licensee Site in CAD and PDF formats. Upon receipt of the As-Builts by Owner, the As- Builts shall be deemed incorporated herein by reference as updates to Exhibit C. In the event that Licensee fails to deliver the As-Builts as required by this Section within ten business days of receipt of written notice, Owner may cause such As-Builts to be prepared on behalf of Licensee and Owner shall assess a fee for such As-Builts, the cost of which shall become immediately due and payable to Owner upon invoice accompanied by supporting documentation of such fee. 8. ALTERATIONS 8.01 Licensee shall make no renovations, alterations, structural upgrades or other improvements to the Licensee Site or the Real Property other than to install, maintain, replace and operate the Licensee Facility in accordance with the documentation attached hereto as Exhibits A, B, and C and/or as permitted elsewhere herein, without providing prior written notice to Owner, provided that such renovations, alterations, or improvements shall be consistent with the Permitted Activities set forth in Section 2.01 hereof. 8.02 Notwithstanding the foregoing, however, it is understood and agreed that Licensee shall have the right to perform any alterations or modifications and/or make repairs and replacements: (a) of "like-kind" (equipment replacement with equipment of similar dimensions and at the same location) infrastructure, shelters, equipment, and/or related improvements without providing notice to the Owner(b) consistent with the NPSBN Solution as long as it meets the requirements of Section 2.01 hereof; and/or(c) that may be required as a result of FCC rules or regulations, after providing notice to the Owner. 8.03 Licensee agrees to submit to the Owner, for review and approval as required by Section 6 hereof, all plans and specifications, working drawings, and other information reasonably required by the Owner covering proposed alterations by Licensee. All work to be done by Licensee shall be performed in accordance with the plans provided to and approved by Owner and shall, where required, be subject to inspection by Owner's City Building Inspector. 8.04 Upon completion of any alterations at the Licensee Site permitted hereunder, Licensee shall provide Owner with updated versions of the As-Builts consistent with the requirements of Section 7.06 hereof. 9. MAINTENANCE 9.01 Owner shall be responsible for general maintenance of the Real Property, including the Licensee Site, but excluding the Licensee Facility, and such maintenance responsibility shall include general upkeep, landscaping, lawn-mowing, and related maintenance activities. 9.02 Following the construction and installation of Licensee's infrastructure, shelter, equipment, and related improvements, Licensee shall thereafter, at its sole cost and expense, perform maintenance, repairs, and like- kind replacements of its equipment comprising the Licensee Facility as necessary and appropriate for its ongoing business and has the right to do all work necessary to maintain the Licensee Site to accommodate Licensee's infrastructure, shelter, equipment, and related improvements and as required for Licensee's operations of the Licensee Facility at the Licensee Site. 9.03 The Licensee Site shall be kept neat and clean by Licensee and ready for normal use by Owner and other users. Should Licensee fail to accomplish this, following fourteen (14) days' written notice from Owner, Owner may perform the work and Licensee shall pay the cost thereof upon written demand from Owner. 10. CONSTRUCTION & MAINTENANCE STANDARDS 10.01 Installation, operation and maintenance activities by Licensee on the Licensee Site, Site Access Space and Utilities Space shall be performed in a neat and workmanlike manner and shall at all times comply in all respects to the statutes, laws, ordinances and regulations of any governmental authority having jurisdiction which are applicable to the installation, construction, operation and maintenance activities of Licensee under this Agreement, including but not limited to the Owner's City Building Code. 10.02 Licensee shall remove any debris anywhere on the Real Property resulting from installation, maintenance, operation and construction on the Licensee Site by Licensee or its Authorized Representatives. In the event that Licensee fails to remove such debris from the Real Property, Owner shall provide written notice to Licensee and allow Licensee fourteen (14) days after receipt of notice to remove such debris. After the expiration of such ten-day period, Owner shall cause such debris to be removed and invoice Licensee for the reasonable costs of said removal. 10.03 Licensee shall be responsible for the timely repair of all damage to the Licensee Site or the Real Property or the repair or replacement of damaged or destroyed personal property of the Owner or third parties caused by the activities of Licensee or its Authorized Representatives. Should Licensee fail to promptly make such repairs or replacements after 30 days written notice from Owner, Owner may have repairs or replacements made and Licensee shall pay the cost thereof upon written demand by Owner. 11. OTHER OPERATIONAL RESPONSIBILITIES 11.01 As applicable, Licensee and its Authorized Representatives (as defined in Section 13.01) shall: (a) Comply with and abide by all applicable rules, regulations and directions of Owner. (b) At all times hold the rights to build, deploy and operate under the FirstNet NPSBN and comply with all applicable City and County ordinances and all State and Federal laws, and, in the course thereof, obtain and keep in effect all required permits and licenses required to engage in the Permitted Activities on the Licensee Site. (c) Conduct the Permitted Activities in a courteous and non-profane manner, operate without interfering with the use of the Real Property by Owner or the public, except as herein permitted, and remove any agent, invitee or employee who fails to conduct Permitted Activities in the manner heretofore described. (d) Assume the risk of loss, damage or destruction to the Licensee Facility and any and all fixtures and personal property belonging to Licensee that are installed or placed within the Licensee Site resulting from or due to any cause whatsoever, unless such loss, damage or destruction was caused by the negligence or willful act or omission of the Owner, its agents, employees or contractors. 11.02 Advertising Materials and Signs. Except for warning signs required by law, Licensee and its Authorized Representatives shall not post signs upon the Licensee Site or the improvements thereon or on the Real Property, or distribute or cause to be distributed any advertising materials unless prior approval therefor is obtained from the Owner. 11.03 Habitation. The Licensee Site shall not be used for human habitation. 11.04 Illegal Activities. Licensee and its Authorized Representatives shall not knowingly permit any illegal activities to be conducted upon the Licensee Site or the Real Property. 11.05 Safety. Licensee shall immediately correct any unsafe condition on the Licensee Site, as well as any unsafe practices occurring thereon, to the extent such unsafe condition or practice occurs as a result of Licensee's use and its Authorized Representatives' use of the Licensee Site. Licensee shall cooperate fully with Owner in the investigation of any accidental injury or death occurring on the Licensee Site, including a prompt report thereof to the Owner. Licensee shall cooperate and comply fully with Owner, State, municipal, federal or any other regulatory agency having jurisdiction thereover, regarding any safety inspections and certifications of any and all Licensee Facility. Licensee, at its expense, may use any and all appropriate means of restricting public access to the Licensee Site, subject to prior approval by the Owner, such approval not to be unreasonably denied, delayed or conditioned. 11.06 Sanitation. No offensive matter, refuse, or substance constituting an unnecessary, unreasonable or unlawful fire hazard, or material detrimental to the public health in violation of the law, shall be permitted or remain on the Licensee Site and within a distance of fifty (50) feet thereof, and Licensee and Owner shall prevent any accumulation thereof from occurring. 11.07 Security Devices. Licensee, at its own expense, may provide any legal devices or equipment and the installation thereof, designated for the purpose of protecting the Licensee Site from theft, burglary or vandalism, provided written approval for installation thereof is first obtained from the Owner. Owner shall be responsible for securing the Real Property. 12. RELOCATION 12.01 Owner shall have the right to request relocation of the Licensee Facility or any portion thereof on no more than one occasion during the term hereof to another location on the Real Property ("Alternate Site"), provided: (a) the Alternate Site: (i) is substantially similar to Licensee's current Licensee Site in size, (ii) is compatible with Licensee's use pursuant to Section 2 hereof, and (iii) does not interfere with any portion of the Licensee Facility or the Licensee system or equipment; (b) Owner shall pay all costs incurred by Licensee for relocation of Licensee's equipment from the Licensee Site to the Alternate Site and any improvement of the Alternate Site to make it substantially similar to the Licensee Site, including all costs incurred to obtain all of the certificates, permits, and other approvals that may be required by any agency having jurisdiction, including costs required to comply with CEQA and the National Environmental Policy Act(NEPA), as applicable, prior to any activity at an Alternate Site that would constitute a "project" as that term is defined in Title 14, Section 15378 of the California Code of Regulations, as well as any soil boring tests needed to permit Licensee's use of the Alternate Site; (c) Owner shall give Licensee at least six (6) months written notice before requiring relocation; and (d) Licensee's use pursuant hereto will not be interrupted and Licensee shall be allowed, if necessary, to place temporary equipment on the Real Property during the relocation. 12.02 Licensee shall have the right to request relocation of the Licensee Facility or any portion thereof to an Alternate Site on the Real Property in order to provide the FirstNet NPSBN Solution provided that: (e) the Alternate Site: (i) is substantially similar to Licensee's current Licensee Site in size, (ii) is compatible with Licensee's use pursuant to Section 2 hereof, and (iii) does not interfere with any portion of the Licensee Facility or the Licensee system or equipment; (iv) does not interfere with the current or planned future use of the Real Property by the Owner or by the Owner's other licensees, lessees, invitees or other users. (f) Licensee shall pay all costs relating to relocation of the Licensee Facility from the Licensee Site to the Alternate Site and any improvement of the Alternate Site to make it substantially similar to the Licensee Site, including all costs incurred to obtain all of the certificates, permits, and other approvals that may be required by any agency having jurisdiction, including costs required to comply with CEQA and NEPA, as applicable, prior to any activity at an Alternate Site that would constitute a "project" as that term is defined in Title 14, Section 15378 of the California Code of Regulations, as well as any soil boring tests needed to permit Licensee 's use of the Alternate Site; (g) Licensee shall give Owner at least six (6) months written notice of the requested relocation. 13. ACCESS TO LTE LICENSEE SITE 13.01 Owner hereby grants to the Licensee and its employees, agents, Vendors, escorted invitees, the First Net Parties and other agents("Authorized Representatives a non- exclusive right to use, at its sole risk , during the term of this Agreement, the access which serves the Licensee Site("Access")twenty-four(24) hours per day, seven (7) days per week in accordance with the Site Access and Use Procedures specified by Owner and attached hereto as Exhibit D. The Licensee shall provide Owner with advance notice of the representatives or agents who are Authorized Representatives accessing the Licensee Site pursuant to this Section. 13.02 Licensee acknowledges and agrees that occasions may arise requiring the Licensee to share in the cost of cleaning up of mud-slide debris or other debris, and restoring the Site Access Space to its original accessible condition after a storm or heavy rainfall or other severe weather event or natural disaster. Licensee hereby agrees to pay its reasonable proportionate share of such clean-up repair costs within thirty (30) days of receipt of an invoice from Owner, and acknowledges and agrees that the details of any such clean- up or repair and associated cost may be disclosed to Licensee by Owner upon at least thirty (30) days' notice. Notwithstanding the foregoing, the Licensee's financial burden pursuant to this Section shall not exceed five thousand dollars ($5,000) per incident. 14. EMERGENCY ACCESS BY OWNER 14.01 The Owner and its authorized agents may access the Licensee Site at any time for the purpose of inspection and/or for making emergency improvements or repairs to the Licensee Site or to interrupt or terminate Licensee's transmission(s) from the Licensee Site or electrical supply to the Licensee Site, should Licensee be unable or unwilling to respond to Owner's request to take immediate action to correct any deficiency which threatens Owner's operation on the Licensee Site or on the Real Property, provided that Owner shall endeavor to provide a 24-hour prior notice to Licensee and shall access the Licensee Site in the presence, if possible, of a Licensee representative, if provided by Licensee. 14.02 Notwithstanding the foregoing, Owner shall not be required to provide notice to Licensee prior to entering the Licensee Site and taking any of the actions described in Section 14.01 due to an emergency . Owner shall use its best efforts to minimize any inconvenience or disturbance to Licensee when entering the Licensee Site and Owner shall notify Licensee of such entry and/or actions pursuant to Section 14.01 as soon as reasonably practicable after such entry or actions have been undertaken by Owner. 14.03 Licensee shall reimburse Owner within thirty (30) days of receipt of Owner's written request for Owner's actual costs to correct any deficiency that is corrected by Owner pursuant to this Section. 14.04 Licensee AGREES NOT TO HOLD OWNER RESPONSIBLE OR LIABLE FOR AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD OWNER HARMLESS FROM ANY DAMAGE, LOSS, CLAIM OR LIABILITY OF ANY NATURE SUFFERED AS A RESULT OF THE LOSS OF THE USE OF THE LICENSEE FACILITY OR OTHER FACILITIES AT THE LICENSEE SITE OR OTHERWISE AFFECTED BY THE EMERGENCY ACTIONS TAKEN BY OWNER. 15. RADIO FREQUENCY EMISSIONS/INTERFERENCE 15.01 Licensee acknowledges that there are pre-existing radio frequency uses on the Real Property including governmental public safety (police) radio frequency uses and warrants that its use of the Licensee Site(s) including use by any of the Licensee or its Authorized Representatives will not interfere with those pre-existing radio frequency uses on the Real Property, as long as the pre-existing radio frequency user(s) operate and continue to operate within their respective frequencies and in accordance with all applicable laws and regulations. 15.02 For the purposes of this Agreement, "interference" may include, but is not limited to: (a) any use by any party or by any third party granted rights by the Owner on the Real Property that causes electronic or physical obstruction with, or degradation of, the communications signals from the communication facility or the Licensee Facility; or (b) any use by Licensee or its Authorized Representatives on the Real Property that causes electronic or physical obstruction with, or degradation of, the communications signals from pre-existing radio frequency uses on the Real Property. 15.03 No Interference. Licensee shall not use the Licensee Site in any way which causes radio frequency ("RF") interference in excess of levels permitted by the FCC or otherwise interferes with the use of the Property by Owner or Owner's agents, invitees or other licensees or users who may occupy portions of the Real Property at the time this Agreement is entered into, and such installation by Licensee shall not cause RF interference with equipment,transmission or reception (operated currently). Licensee shall be responsible for electromagnetic compatibility of Licensee's equipment with existing equipment at the Real Property. 15.04 In addition to the pre-existing uses identified in Section 15.01, Licensee agrees that Owner may grant the use of any portions of the Real Property to any third party for the purpose of installing communications transmitting equipment, so long as such uses do not conflict or interfere with Licensee's operations as provided for pursuant to this Agreement. Any third party granted rights by the Owner shall be required to comply with all applicable noninterference rules of the FCC. 15.05 In addition to the pre-existing uses identified in Section 15.01, Owner reserves the right, at its expense, to install on the Real Property, including without limitation within the LTE Site, its own communications shelter, telecommunication equipment, and tower space for telecommunications and/or microwave (collectively, the "Owner Facilities") so long as the installation of said Owner Facilities does not interfere with Licensee's operations. Licensee and Owner agree to make commercially reasonable efforts to resolve any radio frequency interference issues with equipment, transmission or reception caused by the installation of the Owner Facilities. 15.06 Interference With Public Safety Systems. In the event of any interference with Owner Facilities that are used for Public Safety such as Police or Fire Department, CWIRS, Paramedic or LAnet systems, or any future public safety-related systems, which is caused by Licensee's equipment or operations, Licensee shall be immediately notified by Owner of such interference and Licensee shall meet promptly with Owner to cooperatively discuss and reach agreement on how such interference will be resolved within twenty-four (24) hours after receipt of notice of interference from Owner. Licensee will make commercially reasonable efforts to cause any such interference to cease within twenty-four (24) hours after receipt of notice of interference from Owner. In the event any such interference with pre-existing Public Safety Systems does not cease within the aforementioned cure period, Licensee shall power down to the extent necessary to eliminate the interference or cease operations of Licensee's equipment at the Licensee Site which are suspected of causing interference (except for intermittent testing to determine the cause of such interference) until the interference has been corrected. In the event any such interference with any Public Safety Systems that were installed or modified after the Licensee Facility does not cease within the aforementioned cure period, Licensee and Owner agree to cooperatively make commercially reasonable efforts to resolve any radio frequency interference issues or to determine which communications system, if any, must power down to the extent necessary to eliminate the interference or cease operations of equipment at the Real Property which are suspected of causing interference pending such resolution. 15.07 Interference With Non-Public Safety Systems. In the event Licensee's operations or equipment causes interference with non-public safety- related systems of Owner or any other duly authorized occupant of the Real Property, written notice of such interference shall be provided to Licensee and Licensee shall promptly meet with Owner to cooperatively discuss and reach agreement on how such interference will be resolved within seventy-two (72) hours after receipt of notice of interference from Owner. In the event any such interference with pre-existing non-public safety-related systems does not cease within the aforementioned cure period, Licensee shall power down to the extent necessary to eliminate the interference or cease operations of Licensee's equipment at the Licensee Site which are suspected of causing interference (except for intermittent testing to determine the cause of such interference) until the interference has been corrected. In the event any such interference with any non-public safety-related systems that were installed or modified after the Licensee Facility does not cease within the aforementioned cure period, Licensee and Owner agree to cooperatively make commercially reasonable efforts to resolve any radio frequency interference issues. 15.08 Interference During Emergency. If any measurable interference caused by Licensee's equipment with Owner's electronic equipment during an emergency incident occurs, upon being notified by Owner of such interference, the Licensee will immediately power down to the extent necessary to eliminate the interference or cease operation, transmission or further use of Licensee's interfering equipment at the Licensee Site until such time as the emergency incident or interference has ended but Licensee shall be permitted to power up its equipment for intermittent testing with notice. The parties will meet promptly following such interference to cooperatively discuss and reach agreement on how such interference will be resolved. 15.09 Compliance With Law. Licensee is aware of its obligation to comply with all applicable rules and regulations of the FCC pertaining to RF emissions standards, as well as applicable rules and/or regulations of any other federal or state agency (including without limitation the Occupational Safety and Health Administration ("OSHA") having jurisdiction over the installation, operation, maintenance and/or working conditions involving RF emissions and/or safety and work standards performed on or near communications towers and antenna-licensed premises. Licensee agrees to be solely responsible for compliance with all applicable FCC and other governmental requirements with respect to installation, operation, and maintenance of its own equipment and for repairs to its own equipment at the Licensee Site. Licensee will immediately remedy its operations to comply with such applicable laws, rules and regulations as they apply to its operations, individually and in the aggregate, with all applicable FCC and other applicable governmental RF emissions standards, but shall only be liable for any violations of such applicable standards to the extent arising solely from Licensee's equipment alone and not in combination with others. Where Licensee's equipment, in combination with other, exceed or violates such standards, Licensee shall reasonably cooperate with Owner and with other relevant parties to mitigate such violations in a timely manner. 16. UTILITIES 16.01 Licensee shall, at its sole cost and expense, cause the installation of any utility service line including electrical supply and telephone lines in the Utilities Space required by or for the conduct of the Permitted Activities. The utilities shall be separately metered and Licensee shall be responsible for the payment of all charges for use of utilities necessary for the operation of the Licensee Facility on the Licensee Site. 16.02 If such separately metered utilities installation is not feasible, as determined by Owner, Licensee acknowledges and agrees that Licensee nonetheless shall be responsible for any and all costs of utilities used by Licensee, which costs will be invoiced by Owner and paid by Licensee within thirty (30) days of its receipt of such invoice. 17. HOLD HARMLESS AND INDEMNIFICATION 17.01 Licensee agrees to indemnify, defend, save and hold harmless Owner and its agents, elected and appointed officers, and employees from and against any and all liability, expense(including,without limitation, defense costs and legal fees), and claims for damages of any nature whatsoever, including, without limitation, bodily injury, death, personal injury, or property damage arising from or connected with Licensee's operations or its services hereunder, including, without limitation, any Workers' Compensation suit, liability, or expense, arising from or connected with services performed on behalf of Licensee by any person pursuant to this Agreement including without limitation the Vendor and the FirstNet Parties. 17.02 Owner agrees to indemnify, defend, save and hold harmless Licensee and its member agencies, agents, elected and appointed officers, employees, and contractors from and against any and all liability, expense (including, without limitation, defense costs and legal fees), and claims for damages of any nature whatsoever, including, without limitation, bodily injury, death, personal injury, or property damage arising from or connected with the negligence or willful misconduct of Owner and/or its agents, elected and appointed officers, employees, and contractors in connection with the performance of Owner's obligations hereunder. 18. INSURANCE 18.01 Without limiting Licensee's obligations to Owner, Licensee shall provide and maintain, at its own expense during the term of this Agreement, the following program(s) of insurance covering its operations hereunder. Such insurance shall be provided by insurer(s) with an A.M. Best rating of at least A-VII, and evidence of such programs satisfactory to the Owner Risk Manager, shall be delivered to Lisa Mussenden, Chief Deputy City Clerk at 240 W. Huntington Drive, Arcadia, CA 91007, on or before the effective date of this Agreement. Such evidence shall specifically identify this Agreement and shall contain express conditions that Owner is to be given written notice at least thirty(30)days in advance of cancellation or non-renewal of any required coverage that is not replaced and shall include the Owner as an additional insured (except for the Workers' Compensation Insurance). Licensee may self-insure the insurance required under this Agreement. Licensee will require its contractors and subcontractors to provide commercial insurance as required in the Section, and any additional insurance required by Licensee of its contractor/subcontractor, shall include the Owner as an additional insured. (a) Commercial General Liability. A program of insurance which shall be primary to and not contributing with any other insurance maintained by Owner, written on ISO policy form CG 00 01 or its equivalent and endorsed to include the Owner as an additional insured, and shall include, but not be limited to: (1)Comprehensive general liability insurance endorsed for Site-operations, products/completed operations, contractual, broad form property damage, and personal injury with a limit of not less than: General Aggregate: $5 million Products/Completed Operations Aggregate: $1 million Personal and Advertising Injury: $1 million Per occurrence $5 million (2) Automobile Liability Insurance (written on ISO form CA 00 01 or its equivalent) with a limit of liability of$1 million for each accident, and providing coverage for all"owned,""hired"and "non-owned"vehicles, or coverage for"any auto,"used in Licensee's business operations. (b) Workers Compensation. A program of workers' compensation insurance in an amount and form to meet all applicable requirements of the labor code of the State of California, and which specifically covers all persons providing services on behalf of Licensee and all risks to such persons under the Agreement. Each Accident: $1 million Disease- policy limit: $1 million Disease- each employee: $1 million (c) Commercial Property Insurance. Licensee may self-insure this risk. Such coverage shall: (1) Provide coverage for Owner's property, and any improvements and betterments; This coverage shall be at least as broad as that provided by the Causes- of-Loss Special Form(ISO form CP 10 30), Ordinance or Law Coverage, flood, and Business Interruption equal to two (2) years annual rent; (2) Be written for the full replacement cost of the property, with a deductible no greater than $250,000 or 5% of the property value whichever is less. Insurance proceeds shall be payable to the Owner and Licensee as their interests may appear and be utilized for repair and restoration of the Premises. Failure to use such insurance proceeds to timely repair and restore the Premises shall constitute a material breach of the Agreement. (d) Construction Insurance. If major construction work is performed by Licensee during the term of this Agreement(i.e. demolition of structures, construction of new structures, renovation or retrofit involving structures frame, fo \.mdation or supports, or more than 50% of building, etc.) then Licensee or Licensee's contractor shall provide the following insurance. Owner shall determine the coverage limits required on a project by project basis. (1) Installation Floater Insurance. Licensee is self-insured. Such coverage shall insure against damage from perils covered by the Causes-of-Loss Special Form (ISO form CP 10 30). This insurance shall be endorsed to include earthquake, flood, ordinance or law coverage, coverage for temporary offsite storage, debris removal, pollutant cleanup and removal, testing, preservation of property, excavation costs, landscaping, shrubs and plants, and full collapse coverage during construction, without restricting collapse coverage to specified perils. Such insurance shall be extended to include boiler& machinery coverage for air conditioning, heating and other equipment during testing. This insurance shall be written on a completed- value basis and cover the entire value of the construction project, including Owner furnished materials and equipment, against loss or damage until completion and acceptance by the Licensee and the Owner if required. (2) General Liability Insurance. Such coverage shall be written on ISO policy form CG 00 01 or its equivalent, including Owner as an additional insured, with limits of not less than: General Aggregate: $50 million Products/Completed Operations Aggregate: $50 million Personal and Advertising Injury: $25 million Each Occurrence: $25 million The Products/Completed Operations coverage shall continue to be maintained in the amount indicated above for at least two (2) years from the date the Project is completed and accepted by the Licensee and the Owner if required. (3) Automobile Liability. Such coverage shall be written on ISO policy form CA 00 01 or its equivalent with limits of not less than $1 million for bodily injury and property damage, in combined or equivalent split limits, for each single accident. Such insurance shall cover liability arising out of Licensee's or Licensee's contractor use of autos pursuant to this lease, including owned, leased, hired, and/or non-owned autos, as each may be applicable. (4) Professional Liability. Licensee is self-insured. Such insurance shall cover liability arising from any error, omission, negligent, or wrongful act of the Licensee's contractor and/or licensed professional (i.e. architects, engineers, surveyors, etc.)with limits of not less than $1 million per claim or wrongful act and $5 million aggregate . The coverage shall also provide an extended two-year reporting period commencing upon expiration, termination or cancellation of the construction project. (5) Workers Compensation and Employer's Liability Insurance or qualified self-insurance satisfying statutory requirements. Such coverage shall provide Employers' Liability coverage with limits of not less than $1 million per accident /per employee/per policy limit. Such policy shall be endorsed to waive subrogation against the Owner for injury to the Licensee's or Licensee's contractor employees . To the extent applicable, if the Licensee's or Licensee's contractor employees will be engaged in maritime employment, the coverage shall provide the benefits required by the U.S. Longshore and Harbor Workers Compensation Act, Jones Act or any other federal law to which the Licensee is subject. If Licensee or Licensee's contractor will provide leased employees, or, is an employee leasing or temporary staffing firm or a professional employer organization (PEO), coverage also shall include an Alternate Employer Endorsement (providing scope of coverage equivalent to ISO policy form WC 00 03 01 A) naming the Owner as the Alternate Employer, and the endorsement form shall be modified to provide that Owner will receive not less than thirty (30) days advance written notice of cancellation of this coverage provision. 18.02 Insurer Financial Ratings. Insurance is to be provided by an insurance company with an A M Best rating of not less than A:VII, unless otherwise approved by Owner. 18.03 Failure to Maintain Coverage. Failure on the part of Licensee or its contractors to procure or maintain the required program(s) of insurance, or to provide evidence of insurance coverage acceptable to Owner, shall constitute a material breach of contract upon which Owner may immediately terminate this Agreement, or at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, and all monies so paid by Owner shall be repaid by Licensee to Owner upon demand. Use of the Licensee Site shall not commence until Licensee has complied with the aforementioned insurance requirements, and shall be suspended during any period that Licensee fails to maintain said insurance policies in full force and effect. 18.04 Notification of Incidents. Claims or Suits. Licensee shall report to Owner any accident or incident relating to activities performed under this Agreement which involves injury or property damage which might reasonably be thought to result in the filing of a claim or lawsuit against Licensee and/or Owner. Such report shall be made in writing within 72 hours of Licensee's knowledge of such occurrence. 18.05 Compensation for Owner Costs. In the event that Licensee fails to comply with any of the indemnification or insurance requirements of this Agreement, and such failure to comply results in any costs to Owner, Licensee shall pay full compensation for all reasonable costs incurred by Owner. 19. TAXES 19.01 Licensee and Owner agree that this is a license and not a lease and no real estate interest is being conveyed herein. Nonetheless, Licensee acknowledges that a possessory interest(as defined in California Revenue and Taxation Code Section 107) in the Licensee Site may be created by this Agreement and Licensee may be subject to property taxation if such possessory interest is created. 19.02 Licensee shall pay before delinquency all lawful taxes, assessments, fees or charges which at any time may be levied by the Federal, State, Owner, municipal, or any other tax or assessment-levying body upon the Licensee Site arising from Licensee's use of the Licensee Site. 19.03 If Licensee fails to pay any lawful taxes or assessments upon the Licensee Site which Licensee is obligated to pay, Licensee will be in default of the Agreement. 19.04 Owner reserves the right to pay any such tax, assessment, fees or charges, and all monies so paid by Owner shall be repaid by Licensee to Owner upon demand. 20. NOTICES Any notice, request, demand or other communication required to be sent to a Party pursuant to this Assignment must be sent in writing by personal delivery (including by a nationally recognized overnight courier service), or first class certified U.S. mail, postage pre-paid and with return receipt requested sent to the Parties at their addresses indicated below. Routine exchange of information may be conducted via telephone or electronic means, including e-mail. If to Licensee: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration Re: Los Angeles— LA-RICS Assignment 1025 Lenox Park Blvd NE 3rd Floor Atlanta, Georgia 30319 With a copy to: New Cingular Wireless PCS, LLC Attn.: Legal Dept— Network Operations Re: Los Angeles— LA-RICS Assignment 208 S. Akard Street Dallas, TX 75202-4206 The copy sent to the Legal Department is an administrative step which alone does not constitute legal notice. 24-hour emergency contact information for AT&T-NOW is as follows: Telephone: 800-638-2822—AT&T NOC The notices and the certificate of insurance and envelopes containing the same to the Owner shall be addressed as follows: City Manager 240 W. Huntington Drive Arcadia, CA 91007 dlazzaretto@ci.arcadia.ca.us A Party may change its address for notice under this Agreement by giving thirty (30) days' prior written notice to the other Party in the manner provided in this Section 21. Any notice or communication sent under this Section 21 will be deemed to have been duly given and effective when properly sent and received or refused. 21. LICENSEE FACILITY REMOVAL 21.01 Licensee shall remove all of its Licensee Facility and personal property and improvements from the Licensee Site and the Real Property and restore the Licensee Site to its original condition, reasonable wear and tear and damage or destruction by the acts of God beyond the control of Licensee excepted, within sixty (60) days of the expiration or termination of this Agreement for any reason. If weather conditions or lack of access to the Licensee Site render the timely removal of Licensee's property impossible, then Licensee shall have sixty (60) days from the earliest date on which access is possible in which to comply with this provision. 21.02 If Licensee does not timely remove all of its Licensee Facility, personal property and improvements from the Licensee Site and the Real Property within the time provided in this Section, Owner may, but shall not be required to, remove the Licensee Facility and all personal property and improvements at Licensee's expense. Licensee shall reimburse Owner within thirty(30) days of receipt of an itemized accounting of the cost for such removal and storage of Licensee Facility, personal property and improvements. Owner shall incur no liability for any damage to the Licensee Facility, personal property or improvements caused during such removal or storage. 22. INDEPENDENT STATUS This Agreement is by and between Owner and Licensee and is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association as between Owner and Licensee. Licensee understands and agrees to bear the sole responsibility and liability for furnishing Workers' Compensation benefits to any person for injuries from or connected with services performed on behalf of Licensee pursuant to this Agreement as required by law. 23. AMENDMENT Any modification of any of the terms and conditions hereof shall require a written amendment signed by an authorized agent of the Licensee and an authorized agent of Owner. 24. ASSIGNMENT 24.01 This Agreement may not be sublicensed, assigned or transferred by Licensee without the written approval or consent of the Owner, which consent may not be unreasonably withheld or conditioned, except that the Licensee may sublicense this Agreement to any of its member agencies, FirstNet or grant funding agencies with prior notice but without such approval or consent of the Owner. 24.02 No change of membership of Licensee shall constitute an assignment, sublicense or transfer hereunder. 24.03 To request the Owner's consent to such sublicense, assignment or transfer, Licensee shall first deliver to the Owner: (i) A written request for approval; (ii) The name, address, and most recent financial statements of the proposed sublicensee, assignee or transferee; (iii) Proposed unredacted instrument of sublicense, transfer or assignment or any or all of its rights hereunder; and (iv) Any other information reasonably requested by the Owner. 24.04 Owner shall approve or disapprove a proposed transfer, assignment or sublicense within sixty(60) days after Licensee delivers all such items to the Owner. Owner's failure to respond to any request pursuant to this Section shall be deemed disapproval of said request. 24.05 In the case of an assignment or transfer, the proposed instrument shall include a written assumption by the transferee/assignee of all obligations of Licensee under the Agreement requiring the transferee/assignee to perform the full obligations of the Licensee under this Agreement and to cure, remedy or correct any event of default existing at the time of such assignment or transfer in a manner satisfactory to the Owner. Unless specified in the consent, the Owner's consent to such assignment or transfer shall not operate to release or discharge the Licensee from its liabilities and obligations arising under the Agreement. 24.06 In the case of a sublicense, the proposed instrument shall specifically include provisions that the sublicensee shall comply with and be subject to all of the terms, covenants and conditions of this Agreement, and that the sublicensee shall be prohibited from further sublicensing, and that Licensee shall remain fully liable for the performance of its and its sublicensees' obligations under the Agreement. 24.07 If the monopole or other support structure installed by Licensee for its communications facility is capable of collocating additional facilities, Owner shall have the exclusive right to collocate facilities for its own use and to lease or license the use of collocation space on the Licensee's support structure to a third party or parties, based on terms negotiated by Owner and the third party or parties(if applicable). Owner may collocate communications facilities (such as radio antennas) or other facilities (such as closed circuit television cameras or light fixtures) on the Licensee's support structure for its own use after providing 10 business days advance written notice to Licensee, provided that such collocation may not interfere with any of Licensee's Permitted Activities hereunder. Owner shall notify Licensee in advance of entering into any such collocations with third parties by providing a copy of the proposed lease or license agreement to Licensee for its approval which approval may only be denied or conditioned if and to the extent necessary for Licensee not to violate any grant-related restrictions. If Licensee does not provide to Owner a denial or conditional approval in writing with 30 days of receipt of the proposed lease or license agreement, the proposed lease or license agreement shall be deemed approved without conditions. The lease or license with third parties shall specifically include a requirement that any third-party use of the support structure shall not interfere with Licensee's Permitted Activities under this Agreement. The parties agree that any revenues generated by such third-party leases or licenses by Owner shall be retained by Owner. Notwithstanding the foregoing, Owner and the Licensee may agree to a reasonable sum intended to compensate Licensee for its operational, administrative and other costs associated with third- party use of the Licensee support structure, if any. 25. SUBORDINATION AND NON-DISTURBANCE 25.01 Owner shall use commercially reasonable efforts to obtain, not later than 30 days following a request by Licensee, a Non-Disturbance Agreement, as defined below, from its existing mortgagees, ground lessors and master lessors, if any, of the Real Property. At Owner's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage deed of trust, or other security interest (a "Mortgage") by Owner which from time to time may encumber all or part of the Real Property; provided, however, as a condition precedent to Licensee being required to subordinate its interest in this Agreement to any future Mortgage covering the Real Property, Owner shall obtain for Licensee's benefit a non-disturbance and attornment agreement in a form reasonably satisfactory to Licensee and containing at a minimum the terms set forth hereinbelow ("Non-Disturbance Agreement"), and shall recognize Licensee's right to remain in occupancy of and have access to the Licensee Site as long as Licensee is not in default of this Agreement beyond applicable notice and cure periods. The Non- Disturbance Agreement shall include the encumbering party's ("Lender's") agreement that, if Lender or its successor in interest or any purchase of Lender's or its successor's interest (a "Purchaser") acquires an ownership interest in the Real Property, Lender or such successor in interest or Purchaser will(a) honor all of the terms of this Agreement, (b) fulfill Owner's obligations under this Agreement, and (c) promptly cure all of the then- existing Owner defaults under this Agreement. Such Non- Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. 25.02 In return for such Non-Disturbance Agreement, Licensee will execute an agreement for the Lender's benefit in which Licensee: (i) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of the Lender, (ii) agrees to attorn to Lender if Lender becomes the owner of the Real Property, and (iii) agrees to accept a cure by Lender of any of Owner's defaults, provided such cure is completed within the deadline applicable to Owner. 26. CONDEMNATION In the event of any condemnation of the Real Property (or any portion thereof), Licensee may terminate this Agreement upon written notice to Owner if such condemnation may reasonably be expected to disrupt Licensee's operations at the Licensee Site for more than forty-five(45) days. Licensee may on its own behalf make a claim in any condemnation proceeding involving the Licensee Site for losses related to the equipment comprising the applicable Licensee Facility, its relocation costs and its damages and losses (but not for the loss of. its interest, if any, under this Agreement). Any such notice of termination shall cause this 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 this Agreement, and Owner and Licensee shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other, if any, under this Agreement. 27. DEFAULT 27.01 Except as otherwise provided in this Agreement, in the event of a default hereunder by Licensee, Owner shall provide written notice thereof to Licensee. Licensee shall have sixty (60) days from the date of said notice in which to cure the default, provided that Licensee shall have such extended period beyond sixty (60) days as may be required if the nature of the cure is such that it reasonably requires more than sixty (60) days and Licensee has commenced to cure the default within the 60-day period and has acted with reasonable diligence in commencing and pursuing such cure to completion. Owner may not maintain any action or effect any remedies for default against Licensee unless and until Licensee has failed to cure a default within the time periods set forth in this Section. 27.02 In the event that Licensee fails to cure a default within sixty (60) days or as otherwise provided in this Section, Owner may: (a) cure the default and invoice Licensee for all costs reasonably incurred in effecting such cure, or (b) terminate this Agreement upon written notice to Licensee, take possession of the Licensee Site and remove all Licensee's improvements located thereon. 27.03 In the event of a default hereunder by Owner, Licensee shall provide written notice thereof to Owner. Owner shall have sixty (60) days from the date of said notice in which to cure the default, provided that Owner shall have such extended period beyond sixty (60) days as may be required if the nature of the cure is such that it reasonably requires more than sixty (60) days and Owner has commenced to cure the default within the 60-day period and has acted with reasonable diligence in commencing and pursuing such cure to completion. Licensee may not maintain any action or effect any remedies for default against Owner unless and until Owner has failed to cure a default within the time periods set forth in this Section. 27.04 In the event that Owner fails to cure a default within sixty (60) days or as otherwise provided in this Section, Licensee may: (a) cure the default and invoice Owner for all costs reasonably incurred by Licensee in effecting such cure, or (b) terminate this Agreement upon written notice to Owner. 28. WAIVER 28.01 Any waiver by either party of the breach of any one or more of the covenants, conditions, terms and agreements herein contained shall not be construed to be a waiver of any other breach of the same or of any other covenant, condition, term or agreement herein contained, nor shall failure on the part of either party to require exact, full and complete compliance with any of the covenants, conditions, terms or agreements herein contained be construed as in any manner changing the terms of this Agreement or stopping either party from enforcing the full provisions thereof . 28.02 No option, right, power, remedy, or privilege of either party shall be construed as being exhausted by the exercise thereof in one or more instances. The rights, powers, options, and remedies given either party by this Agreement shall be cumulative. 29. HAZARDOUS MATERIALS 29.01 The parties hereto hereby warrant and represent that they shall comply with all applicable Federal, State, and local laws and regulations concerning the use, release, storage and disposal of hazardous substances on, under, about or within the Licensee Site and the Real Property. For purposes of this Agreement, the term "hazardous substances" shall be deemed to include hazardous, toxic or radioactive substances, as defined in California Health and Safety Code Section 25316, as amended from time to time, or the same or a related defined term in any successor or companion statutes, crude oil or byproducts of crude oil other than crude oil which exists on the Real Property as a natural formation, those chemicals and substances identified pursuant to Health and Safety Code Section 25249.8, as it may be amended from time to time, and any other substances defined by or under any other state or federal law, statute, rule, regulation or order concerning environmental matters. 29.02 Licensee shall, within twenty-four (24) hours of the discovery by it of the presence of, or suspected presence any hazardous substances on, under, about or within the Real Property, give written notice to Owner. 29.03 The parties each agree to indemnify, hold harmless and defend the other and the other's agents, officers, employees, and contractors against any and all losses, liabilities, claims and/or costs (including reasonably attorneys' fees and costs) to the extent arising from the indemnifying party's breach of any warranty or agreement contained in this Section. 29.04 Except as expressly provided in this Section 29, Owner shall have no liability whatsoever to Licensee or any indemnification obligations in respect of any pre-existing environmental conditions or hazardous substances on, under, about or within the Real Property as of the effective date of this Agreement. 30. DAMAGE OR DESTRUCTION; FORCE MAJEURE 30.01 Either party shall have the right to terminate this Agreement with respect to all or any portion of the Licensee Site in the event of one of the following: (a) the applicable Real Property or the Licensee Site is damaged by fire or other casualty, incidents of war, earthquake, or other violent action of the elements such that repairs cannot reasonably be expected to be completed within forty-five (45) days following said damage (or Owner in its sole discretion elects not to make such repair);or(b)the applicable Real Property or Licensee Site is damaged by fire or other casualty, incidents of war, earthquake, or other violent action of the elements such that such damage may reasonably be expected to disrupt Licensee 's operations at such Licensee Site for more than forty-five (45) days. Notwithstanding the foregoing, in the event of any of the damage described in this Section, Licensee shall have the right to elect to perform or cause to be performed at its sole cost and expense any of the required repairs to the applicable Real Property or Licensee Site should Owner elect not to undertake such repairs. Any notice of termination provided pursuant to this Section shall cause this 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 this Agreement , and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement, if any. 30.02 Should any matter or condition beyond the control of the parties, such as war, public emergency, calamity, fire, earthquake, flood or act of God prevent performance of this Agreement by either party, such party shall be relived of the performance of such obligations during the time period of the event. 30.03 Licensee shall be solely responsible for any damage or loss to Licensee Facility resulting from theft or vandalism or resulting from any other cause, except to the extent caused by Owner's gross negligence or willful acts or omissions . 31. AUTHORIZATION WARRANTY The parties hereto represent and warrant that the person executing this Agreement for each of them is an authorized agent who has actual authority to bind such party to each and every term, condition , and obligation of this Agreement and that all requirements of such party have been fulfilled to provide such authority. 32. GOVERNING LAW, JURISDICTION, AND VENUE This Agreement shall be governed by, and construed in accordance with the internal laws of the State of California. Licensee agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles. 33. COMPLIANCE WITH APPLICABLE LAW In the performance of this Agreement , each party and anyone acting on such party's behalf pursuant to this Agreement shall comply with all applicable Federal, State and local laws, rules, regulations, ordinances, directives, guidelines, policies and procedures (including without limitation the rules and regulations of the FCC, the Federal Aviation Administration ("FAA"), and OSHA, and all provisions required thereby to be included in this Agreement are hereby incorporated herein by reference. 34. COMPLIANCE WITH CIVIL RIGHTS LAWS, NONDISCRIMINATION AND AFFIRMATIVE ACTION 34.01 Licensee hereby assures that it will comply with Subchapter VI of the Civil Rights Act of 1964, 42 U.S.C. Sections 2000(e)(1) through 2000(e)(17), to the end that no person shall, on the grounds of race, creed, color, sex, religion, ancestry, age, condition or physical handicap, marital status, political affiliation, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subject to discrimination under this Agreement or under any project, program or activity supported by this Agreement. 34.02 Licensee certifies and agrees that it will deal with its subcontractors, bidders, or vendors without regard to or because of race, color, religion, ancestry, national origin, sex, age, physical or mental disability, material status, or political affiliation. 34.03 Licensee certifies and agrees that it, its affiliates, subsidiaries, or holding companies shall comply with all applicable Federal and State laws and regulations to the end that no person shall, on the grounds of race, color, religion, ancestry, national origin, sex, age, physical or mental disability , marital status, or political affiliation, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program, or activity supported by this Agreement. 34.03 If the Owner finds that any of the above provisions of this Section have been violated, such violation shall constitute a material breach of this Agreement upon which the Owner may terminate, or suspend this Agreement. 34.04 While the Owner reserves the right to determine independently that the anti- discrimination provisions of this Agreement have been violated, in addition, a determination by the California Fair Employment Practices Commission, the Federal Equal Employment Opportunity Commission that Licensee has violated Federal or State antidiscrimination laws or regulations shall constitute a finding by Owner that Licensee has violated the anti- discrimination provisions of this Agreement. 34.05 In the event Licensee violates the antidiscrimination provisions of the Agreement,the parties agree that it is extremely difficult to ascertain the amount of liquidated damages, and hereby agree that the Owner shall, at its sole option, be entitled to the sum of FIVE HUNDRED DOLLARS ($500.00) for each such violation pursuant to California Civil Code Section 1671 as liquidated damages in lieu of terminating or suspending this Agreement. 35. NON EXCLUSIVITY Nothing herein is intended or shall be construed as creating any exclusive arrangement with Licensee. This Agreement shall not restrict the Owner from entering into similar, equal or like arrangements with other entities. 36. NOTICE OF EMPLOYEES REGARDING THE FEDERAL EARNED INCOME CREDIT Licensee shall notify its employees, and shall require each Contractor and Subcontractor to notify its employees, that they may be eligible for the Federal Earned Income Credit under the federal income tax laws. Such notice shall be provided in accordance with the requirements set forth in Internal Revenue Service Notice No. 1015. 37. CONFIDENTIAL INFORMATION; PUBLIC RECORDS ACT 37.01 "Confidential Information" means any information that is disclosed in written, graphic, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being 'trade secret' or 'proprietary' or 'confidential'. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving party; is already known to the receiving party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing party. 37.02 The parties will use reasonable efforts to avoid sharing Confidential Information with each other. However, during the term of this Agreement, the parties may provide each other with Confidential Information. Each party will: (i) maintain the confidentiality of the other party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing party in writing or as required by a court of competent jurisdiction; (ii) restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; (iii) take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and (iv) use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 37.03 The parties acknowledge that each is a public agency that is subject to document requests pursuant to the California Public Records Act and Freedom of Information Act (collectively, the "Acts"). If a party receives a request under the Acts for any records which would constitute Confidential Information received by it from the disclosing party, such party shall notify the disclosing party within five (5) business days and to the extent allowed by law, shall apply exceptions to disclosure of the Confidential Information that are applicable under the Acts. If a suit is filed by a member of the public with respect to any such request, the party named in the suit will cooperate in any action to intervene filed by the disclosing party seeking to protect the Confidential Information from public disclosure. Notwithstanding any provision in this Agreement to the contrary, the disclosing party will indemnify and hold harmless the other party for any and all costs and attorney fees awarded to a prevailing plaintiff arising out of or related to a suit which result from the party's actions, taken at disclosing party's request, in compliance with this provision in protecting the Confidential Information from public disclosure. Such reimbursement by the disclosing party shall be made within thirty days after receipt of the other party's invoice evidencing same. 38. ACKNOWLEDGMENT OF INELIGIBILITY FOR RELOCATION ASSISTANCE Licensee hereby disclaims any status as a "displaced person" as such is defined in California Government Code Section 7260 and hereby acknowledges his ineligibility for relocation assistance as provided in Government Code Section 7260 through 7276, inclusive, as interpreted in Title 25, Section 6034(b)(1) of the California Code of Regulations upon the future cancellation or termination of this Agreement. 39. LICENSEE'S STAFF AND EMPLOYMENT PRACTICES 39.01 Licensee shall designate one member of its staff as an Operations Manager with whom the Owner may deal with on a daily basis. Any person selected by Licensee as an Operations Manager shall be fully acquainted with Licensee's operation, familiar with the terms and the conditions prescribed therefore by this Agreement, and authorized to act in the day-to-day operation thereof. 39.02 Licensee shall establish an identification system for each of its personnel assigned to service the Licensee Site, including Authorized Representatives defined in Section 13.01, that clearly indicates the name of the person, and the entity for whom the person works. The identification system shall be furnished at Licensee expense and may include appropriate uniform attire and name badges as routinely maintained by Licensee . 40. NON-AVAILABILITY OF FUNDING The Owner and Licensee hereby acknowledge and agree that Licensee's performance of its obligations under this Agreement is subject to the continuing availability of federal grant funds or other funding sources for the LA-RICS Project. This Agreement may be terminated by Licensee (and the Licensee Facility removed from the Licensee Site in accordance with Section 21 hereof) upon a loss or reduction of federal grant funds or other applicable funding sources. 41. BANKRUPTCY The Owner and Licensee hereby expressly agree and acknowledge that it is the intention of both parties that in the event that during the term of this Agreement Licensee shall become a debtor in any voluntary or involuntary bankruptcy proceeding (a Proceeding) under the United States Bankruptcy Code, 11 U.S.C. 101, et seq. (the Code), this Agreement is and shall be treated as an unexpired lease of nonresidential real property for purposes of Section 365 of the Code, 11 U.S.C. 365 (as may be amended), and, accordingly, shall be subject to the provisions of subsections (d)(3) and (d)(4) of said Section 365 (as may be amended). 42. SUCCESSORS AND ASSIGNS Subject to any provision hereof restricting transfer, assignment or sublicensing by Licensee, this Agreement shall bind the parties, their personal representatives, successors and assigns. 43. SEVERABILITY The invalidity of any provision of this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 44. INTERPRETATION Unless the context of this Agreement clearly requires otherwise: (i) the plural and singular numbers shall be deemed to include the other; (ii) the masculine, feminine and neuter genders shall be deemed to include the others; (iii) "or" is not exclusive; and (iv) "includes" and "including" are not limiting. 45. ENTIRE AGREEMENT This Agreement (and the attached exhibits hereto) contains the entire agreement between the parties hereto with respect to the matters set forth herein, and no addition or modification of any terms or provisions shall be effective unless set forth in writing, signed by authorized agents of both Owner and Licensee. [signature page to follow] IN WITNESS WHEREOF, the Parties enter into this Agreement as of the Effective Date. NEW CINGULAR WIRELESS PCS, LLC CITY OF ARCADIA By: AT&T Mobility Corporation Its: Manager By: Name: Dominic LazzarItfP Title: City Manager By: . I�� f I .L Dated: (ocoree . 2r, 2r2Th Print Name: Hi S4-13 Snow cif n ATTEST: Its: A cea YYl a na ler _ Il 5 2oza ` By: Laft:4"-s ' Name: Rachelle Arellano Title: Deputy City Clerk Dated: 0c4the 20. 2026 APPROVED AS TO FORM: City Attorney By: �7"`/A^ P "r+'c Stephen P. Deitsch EXHIBIT A REAL PROPERTY DESCRIPTION Parcel Facility Or anization Address City Zip Jurisdiction Owner Site ID Name 9 Line Code City of 250W City of Arcadia Arcadia Huntington Arcadia 91007 Arcadia Arcadia ARCPD01 PD Police Dept Dr Assessor's Parcel Nos. 5775-024-910 &5775-024-911 PORTION LOT 5 OF TRACK MAP NO.919, IN THE CITY OF ARCADIA,COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,FILED IN BOOK 17,PAGES 13,NTHE OFFICE OF THE COUNTY RECORDERIN SAID COUNTY. EXHIBIT B EQUIPMENT LIST City of Arcadia Police Dept-ARCPDOI • Monopole Tower •Tower Light Kits{where required by FAA) •Antenna Support Hardware • LTE Antennas and line • Microwave Dishes • Generator & Fuel • Automatic Transfer Switch • Electrical H-Frame • Equipment Pad • RBS Radio Cabinet(at all Licensee Sites) • BBS Radio Battery Cabinet(at all Licensee Sites) •TMR Microwave Cabinet(at sites with microwave) • BBS Microwave Battery Cabinet{at sites with more than 6 microwave radios) • MPLS Site Router(at all Licensee Sites) • Fiber Network Interface Device {at Fiber Sites) EXHIBIT C SITE PLAN FT AND THEN AS- [TBUBLT INCORPORATED VIDED IN � ABY REFERENCE] �� : at&t sai'i at&t Vinculums SITE NUMBER: CLL00286 SITE NAME: FNA_ARCADIA POLICE DEPARTMENT _Site FA NUMBER: 14590419 PIN NUMBER. 3551A0RWM2 13551AORWM5 13551 AORWNVl 3551AORWM8 13551A0RWNY l 3551AORWMM PACE PROJECM:50 850(NR 1DR-1)II TE 20C(7 OBC)/I.M EL33C(PCSI91LIE 4CSAWS)3 LTE 5C(WCS 1718E E 6 07000E)9 SITE TYPE: MONOPOLE(OUTDOOR) 1111 SITE ADDRESS: 250 WEST HUNTINGTON DRIVE,ARCADIA.CA 91007 PROJECT DESCRIPTION LOCATION MAPS SITE INFORMATION VICINITY MAP LOCAL MAP 120•9 .. - c DRAWING INDEX c so,mf TEAM . . .[ CODE COMPLIANCE N"ue0AVA 0Lr DIRECTIONS OEVART ENI PROJECT DRIVING • ... ,. _ SIGNATURE BLOCK Eurrr DO NOT SCALE NGS ply ANNACCESSIBRJTY NOTE R... 1:81GENERAL NOTES T-1 at&t Vinculums site I 0 0 1V - -_------ ` f - '1/12/30 i9 ly�v7 I'o~ I II 100%CD SET A0-0 [ At0 rae' uCTae• ,. r J I '_I 1:1.il I y _ .w ELLE/0286 I Z ' ae 114 AR000A POLICE 44 �r w DEPARTNEx1 `p CENTENNIAL WAY E -- "�• ' wxTanr NO Mt I Hy •' ...— - A I SITE PLAN AND _ n AtIt ENLARGED SITE PLAN • r SITE PLAN 1 ENLARGED SITE PLAN . .. �I' � A-1 r.- a ,.... 1 turns 1 0 0 ----- II apsite ._ _ g i t t --[ - i I ii I Ili j e..k.......• 1 9/12/20 9 1 i II ' r 1."4"a.10 IS CD SET 1 I ZILA011 , - , .31•Z,.-1, r — I • 1.""' CLL00236 !MA ARCADIA POIJCE . ' 1 L '–'--- DEPARTMENT rr.r I 01r T ri fir( , KI..... I . f • '`; *.F-.F.. —,,-—,„", l'''''• EOU gwrrif LAYOUTS EXISTING EQUIPMENT LAYOUT l '.....r ..,, 1 NEW EQUIPMENT LAYOUT . ".'1 2 A-2 NEW ANTENNA SCHEDULE "" __.___ %.,`".":::" at&t EXISTING ANTENNA SCHEDULE .W„«„y • - g t -r , I = Vinculums C_Ve sit v I it l ,I I . - --- '''.7-,:''' _ I ,2l12l20i9 ft T ? yx., I� IOD%CD SU µ.' • r. , • Cuooxae r6u u+c.eou POLICE 6}f. '.,. DEPARTMENT N {{CIONW IS.W 5C �t iJNt i ,M11 Hy ai.l# j” r.Fil 60.7.0.J]I wpm F . t �. i,�. "'I I'aNTENN:LAYOUT I _ AND SCHEDULE 74-ti S.ea - -2 1"""' A-3 I EXISTING ANTENNA PLAN - *4n atatt ncuIumsitif)=6" P.•MI. site .,„ . . ". 2/12/70'9 100%CO St 1 06) C1100266 illA_ARCADik POLICE at SpA y uR.Trs..E1INCTit • I 1/0 41.4,3A. ti IE_E4A tON, A-4 EXISTING NORTHEAST ELEVATION '; PROPOSED NORTHEAST ELEVATION : ' re'67"."" r*"'" ,`4.,-*---- at&t ti :° te.a � � Vinculums I e® site • .:...`7.7-.4,07,7:c4) I- !1,13;2019 ., -- 1''''u 10DS CO SU -r.. > way.na nr w CU00366 FN+._AFCAD1A POLICE DEPARTMENT - - * j3 tall 1 1 4A u.:A 1 v , 7 ~ Ia.mm ELEVATIONS EXISTING SOUTHEAST ELEVATION I PROPOSED SOUTHEAST ELEVATION r;rc P�12 I A-5 � - �?�—• EXHIBIT D SITE ACCESS AND USE PROCEDURES Access to the Licensee Site shall be controlled by the Owner's Police Department. Licensee's Authorized Representatives shall make telephone contact with Police at telephone: 626-574-5150 at least four (4) hours in advance of a visit to gain access. Licensee's Authorized Representatives shall be in uniform and/or wearing a distinctive form of employer identification. Licensee's Authorized Representatives shall present appropriate photo identification and employer identification to Police, and be escorted by Police to the Licensee Site. Once escorted to the Licensee Site, the Licensee's Authorized Representatives shall have unrestricted access to the communications facility and support structure. Should Licensee require emergency access, Licensee shall follow the same procedures as above giving as much advance notice of a visit to Police as practical in the circumstances.