Agmt19 New Cingular Wireless PCS, LLC

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6.9 Licensor may require Licensee to relocate its Facilities in order to ensure that Licensor may continue to use the Property for its primary purpose of serving the water needs of the community, under the terms set forth in this Section 6.9 (including Sections 6.9.1 and 6.9.2). 6.9.1 In the event of any Force Majeure (defined below) which Licensor determines in its sole reasonable discretion requires some or all of Licensee's Facilities to be relocated in order to accommodate Licensor's use of the Property to provide for the community's water needs: (a) Licensor shall provide Licensee at least ninety (90) days' written notice of Licensee's need to remove all portions of its Facilities requested to be relocated by Licensor from the Premises and to commence to relocate its Facilities ("Relocation Notice"). Within fifteen (15) business days following Licensor's delivery of the Relocation Notice to Licensee, Licensor and Licensee shall make good faith efforts to meet and confer for the purpose of identifying potential relocation premises on the Property that may be suitable for the Facilities ("Relocation Premises") and, Licensor shall notify Licensee of such potential Relocation Premises or the lack thereof, either in the Relocation Notice or thereafter. (b) If Relocation Premises are available, Licensor shall provide a survey of the Relocation Premises (including the access and utility easements) to supplement Exhibit "B" hereto and become a part hereof, and the Relocation Premises shall be considered the Premises for all purposes hereunder. Licensee shall reimburse Licensor for the cost, actually incurred by Licensor, of such survey within thirty (30) business days of Licensee's receipt of Licensor's invoice accompanied by reasonable substantiation. Licensee shall remove all portions of its Facilities requested to be relocated by Licensor from the Premises and commence to relocate its Facilities on or before the deadline established by the Relocation Notice, and Licensee shall diligently prosecute the relocation of its Facilities to the Relocation Premises to completion at its sole cost and expense. Delay in completing the relocation of Licensee's Facilities will be excused if due to causes beyond the reasonable control of Licensee. (c) If in Licensee's sole reasonable judgment no suitable Relocation Premises is available, Licensee shall have the right to terminate this License upon written notice to Licensor, without penalty. In the event of such termination, any prepaid License Fee shall be reimbursed to Licensee on a pro rata basis. Licensor shall, prior to providing such written notice of the need to relocate, make reasonable efforts to keep Licensee informed about Licensor's consideration of whether Licensor may require such relocation. (d) For any relocation of the Facilities made pursuant to this Section 6.9.1, the following terms and conditions shall also apply (subject to application provisions of this License, e.g., the default provisions): (i) such relocation will be performed exclusively by Licensee or its agents; (ii) such relocation will not unreasonably result in any interruption of the communications service of Licensee on the Property; (iii) such relocation will not impair, or in any manner alter, the quality of communications service provided by Licensee on and from the Property; (iv) Licensee shall have the right to bring and operate a temporary cell site in a mutually agreeable location on the Property for so long as the Facilities are not in full on -air operation in the ordinary course of Licensee's business; and (v) the City shall reasonably and REV: 11-1418 DZ Page 11 of 35 ATTY/AGR.2018.284/New Cingular Wireless PCS, LLC - Wireless Communications Site License Agreement 555 California Way