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21.3.1. License Continuation Without prejudice to its right to other remedies, the City may continue this License with the right to enforce all its rights and remedies, which includes without limitation the right to receive the License Fee and other sums as they may become due. 21.3.2. License Termination If the City determines, in its sole judgment, that Licensee's default materially impairs the City's ability to perform its municipal functions or threatens public health, safety or welfare, then the City may terminate this License on written notice to Licensee. 21.3.3. Default Fees In addition to all other rights and remedies available to the City, the City may require Licensee to pay an additional fee for any and all actual costs incurred by the City in connection with a default event to reimburse the City's administrative cost to enforce compliance with this License (each a "Default Fee"). Licensee shall pay the Default Fee within 10 days after the City's written demand for reimbursement and reasonable documentation to support such costs. If Licensee fails to timely pay the Default Fee or cure the underlying default within the applicable cure period, the City shall have the right (but not the obligation) to send Licensee a follow-up notice and demand for an additional Default Fee that will be due and payable within 10 days. Licensee's obligation to pay Default Fees is separate and distinct from the underlying default. Default Fee payments shall not be deemed to cure the underlying default. 21.4. Cumulative Remedies Except as otherwise provided in this License, all rights and remedies available to the City or Licensee are cumulative, and not a substitute for, any rights or remedies otherwise available to the City or Licensee. 22. TERMINATION This License may be terminated as follows: (1) by a non-defaulting party upon written notice if the defaulting party remains in default beyond any applicable cure period; (2) by the City upon written notice if Licensee attempts to assign or otherwise transfer this License in a manner that violates this License; or (3) by Licensee upon 60 days' prior written notice to the City for any or no reason. In addition, the City has the right to terminate this License on written notice to Licensee when the City determines, in the City's sole discretion, that Licensee's operations on or about the License Area adversely affect or threaten public health and safety, materially interfere with the City's municipal functions or require the City to maintain Vertical Infrastructure that the City no longer needs for its own purposes. {00033905;%1} City of Pleasanton, CA 26 DRAFT Pole License Agreement