Agmt19 New Cingular Wireless PCS, LLC

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9.1.1 After the Initial Term, upon ninety (90) days prior written notice to Licensor for any reason or no reason, and upon payment to Licensor of a termination fee equal to fifty percent (50%) of the annual License Fee at the then current rate, provided, however, that no such termination fee will be payable on account of the termination of this License by Licensee under any other termination provision expressly set forth in this License. 9.1.2 Upon Licensee terminating in accordance with this Section, Licensee shall surrender and vacate the Premises and deliver possession thereof to Licensor on or before the termination date in the condition required under this License for surrender of the Premises. 9.1.3 Notwithstanding the foregoing, in the event that a Licensee Event of Default exists at the time that Licensee delivers a written notice of termination to Licensor, Licensor shall have all rights and remedies available to Licensor hereunder, and under law and equity. 9.2 In the event that Licensor's City Council determines in good faith after a duly noticed public meeting that the Premises are needed by Licensor for its primary purpose of servicing the water needs of the community, and Licensee's Facilities cannot reasonably be accommodated elsewhere on the Property pursuant to the relocation provisions set forth in Section 6.9 above, then Licensor shall have the right, upon one (1) year's prior written notice to Licensee, to terminate this License. 10. CASUALTY AND CONDEMNATION. 10.1 Licensor will provide notice to Licensee of any casualty or other harm affecting the Property within a reasonable period of the casualty or other harm. If at any time during the Term of this License all or "substantially all" (meaning the remaining portion thereof shall not be of sufficient size or condition to permit the continuation of Licensee's Permitted Use in a commercially reasonable manner) of the Property or the Facilities upon the Premises shall be damaged and/or destroyed by fire or other casualty in Licensee's reasonable determination, then Licensee may terminate this License by providing written notice to Licensor, which termination shall be effective as of the date of such damage and/or destruction, and whereupon Licensee shall be entitled to collect all insurance proceeds payable on account thereof and to the reimbursement of any prepaid License Fee, to be apportioned as of the termination date. If Licensee elects not to so terminate this License, Licensee may, within a reasonable period (a) install temporary wireless communication facilities on the Premises or other mutually agreeable location on the Property (which are not larger than the Facilities) to the extent necessitated by any such damage, (b) make suitable repairs to the Facilities and the Premises necessitated by any such damage, and/or (c) request Licensor's cooperation to identify an alternative site suitable for replacement of Licensee's Facilities, which cooperation Licensor shall use reasonable efforts to provide, subject to Licensor's primary use of the Property for servicing the water needs of the community. If Licensor or Licensee undertakes to rebuild or restore the Premises and/or the Facilities, as applicable, Licensor agrees to permit Licensee to place temporary transmission and reception facilities on the Property at no additional License Fee until the reconstruction of the Premises and/or the Facilities is sufficiently completed to allow resumption of the use of the Facilities and provision of the services contemplated by this License. Licensor agrees that the License Fee shall be abated until the Property and/or the Premises are sufficiently rebuilt or restored to allow REV: 11-1418 DZ Page 15 of 35 ATTY/AGR.2018.264/New Cingular Wireless PCS, LLC - Wireless Communications Site License Agreement 555 California Way