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SMNAMESP 39195
<br />SITE NUMBER: CA- SF0O932A
<br />10. Termination
<br />10.1 This Agreement may be terminated without further liability on thirty (30) days prior
<br />written notice as follows: (i) by either party upon a default of any covenant or term hereof by the other party, which
<br />default is not cured within sixty (60) days of receipt of written notice of default, except that this Agreement shall not
<br />be terminated if the default cannot reasonably be cured within such sixty (60) day period and the defaulting party has
<br />commenced to cure the default within such sixty (60) day period and diligently pursues the cure to completion;
<br />provided that the grace period for any monetary default is ten (10) days from receipt of written notice. This
<br />Agreement may be terminated by Licensee without further liability for any reason or for no reason, provided
<br />Licensee delivers written notice of termination to Licensor prior to the Commencement Date.
<br />10.2 This Agreement may also be terminated by Licensee without further liability on thirty
<br />(30) days prior written notice (i) if Licensee is unable to reasonably obtain or maintain any certificate, license,
<br />permit, authority or approval from any governmental authority, thus, restricting Licensee from installing, removing,
<br />replacing, maintaining or operating the Licensee Facilities or using the Premises in the manner intended by Licensee;
<br />(ii) if Licensee determines that the Premises are not appropriate for its operations for economic, environmental or
<br />technological reasons, including without limitation, signal strength, coverage or interference, or (iii) or Licensee
<br />otherwise determines, within its sole discretion, that it will be unable to use the Premises for Licensee's intended
<br />purpose.
<br />11. Destruction or Condemnation If the Premises or Licensee Facilities are damaged, destroyed,
<br />condemned or transferred in lieu of condemnation, Licensee may elect to terminate this Agreement as of the date of
<br />the damage, destruction, condemnation or transfer in lieu of condemnation by giving notice to Licensor no more than
<br />forty-five (45) days following the date of such damage, destruction, condemnation or transfer in lieu of
<br />condemnation. If Licensee chooses not to terminate this Agreement, License Fee shall be reduced or abated in
<br />proportion to the actual reduction or abatement of use of the Premises.
<br />12. Insurance and Indemnity
<br />12.1 Licensee shall procure and keep in effect at all times during the term of this License, at
<br />Licensee's expense, and cause its contractors and subcontractors to maintain at all times during any construction
<br />activities on the Premises insurance as follows;
<br />(a) General Liability Insurance with limits not less than $1,000,000 each occurrence
<br />Combined Single Limit for Bodily Injury and Property Damage, including coverages for Contractual Liability,
<br />Personal Injury, Explosion, Collapse and Underground (XCU), Broadform Property Damage, Sudden and
<br />Accidental Pollution, Products Liability and Completed Operations;
<br />(b) Automobile Liability Insurance with limits not less than $1,000,000 each occurrence
<br />Combined Single Limit for Bodily Injury and Property Damage, including coverages for owned, non -awned and
<br />hired automobiles, as applicable; and
<br />(c) Workers' Compensation Insurance with Employer's Liability Coverage with limits of not
<br />less than $1,000,000 each accident.
<br />All liability policies required hereunder shall provide for the following: (i) name as additional insureds the
<br />City, its officers, agents and employees; and (ii) specify that such policies are primary insurance to any other
<br />insurance available to the additional insureds, with respect to any claims arising out of this License and that
<br />insurance applies separately to each insured against whom claim is made or suit is brought. Such policies shall also
<br />provide for severability of interests and that an act or omission of one of the named insureds which would void or
<br />otherwise reduce coverage shall not reduce or void the coverage as to any insured, and shall afford coverage for all
<br />claims based on acts, omissions, injury or damage which occurred or arose (or the onset of which occurred or arose)
<br />in whole or in part during the policy period.
<br />All policies shall be endorsed to provide thirty (30) days prior written notice of cancellation, non - renewal or
<br />reduction in coverage to City.
<br />Gearwire Comm ication Tower Agreement . 3- v.5 -22 -06
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