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20090818 CC SR Revised License Agreement with Verizon Wireless IR MEMORANDUM T HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: C ROLYNN P TRU, DEPUTY CITY MANAGE ATE: AUGUST 1 8, 2009 SUBJECT: REVISED LICENSE AGREEMENT WITH VERIZON WIRELESS REVIEWED: CAROLYN LEHR, CITY MANAGER CI RECOMMENDATION 1) Approve a revised License Agreement with Verizon Wireless for the installation and maintenance of a telecommunications facility at Robert E. Ryan Park; and, 2) Authorize the Mayor and City Clerk to execute said agreement. DISCUSSION On August 4th, Council approved a License Agreement with Verizon wireless to allow the company to install a new telecommunications facility at Robert E. Ryan Park. Since that action was taken, Verizon has requested two minor revisions to the agreement. The first requested change would modify the commencement date specified in Section 4 (Term) and Sections 5A & 513 (License Fee) from August 1, 2009 to October 1, 2009. Verizon is requesting the change to allow more time for it to work through an access issue with the County of Los Angeles, which owns the adjacent Los Verdes Golf Course. The second change would add a clarifying phrase to paragraph C of Section 5 (Access for Inspections, Construction and Maintenance) that references paragraph B in the same section regarding access hours to the property. Staff and the City Attorney find both of the proposed modifications to the Agreement to be minor and immaterial. Attachment: Draft Revised License Agreement 8-1 CITY OF RANCHO PALOS VERDES LOS ANGELES COUNTY, CALIFORNIA LICENSE AGREEMENT FOR WIRELESS TELECOMMUNICATIONS ANTENNA FACILITIES THIS LICENSE AGREEMENT FOR WIRELESS TELECOMMUNICATIONS ANTENNA FACILITIES ("License"), effective as of the date specified below in Section 34, is entered into by the CITY OF RANCHO PALOS VERDES, a municipal corporation ("Licensor"), and Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless ("Licensee"). RECITALS: A. Licensee seeks to construct, operate and maintain a wireless telecommunications facility consisting of radio transmitting and receiving antennas, together with other associated electronic equipment, in connection with its wireless communications business as needed to expand and to improve its wireless telecommunications service. B. Licensor desires to improve services available to the public, to enhance communications systems within the City of Rancho Palos Verdes ("City"), and to augment its revenues by making City properties available for wireless communications infrastructure in a manner that is consistent with other public uses of its property. C. Licensee acknowledges that City properties can provide desirable locations for the placement of antenna sites if the cost is competitive and the process for the approval of sites is expedited. D. Licensor has determined to make certain of its properties available to wireless communications companies, on a fair and equitable basis, for use as antenna sites. THE PARTIES AGREE AS FOLLOWS: 1. THE PARTIES AND REQUIRED NOTICES A. The parties to this License, and their designated representatives, are as follows: Licensor: City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Designated Representative: City Manager Licensee Site Name:Alta Vista j 8-2 Licensee: Los Angeles SMSA Limited Partnership dba Verizon Wireless 180 Washington Valley Road Bedminster,New Jersey 07921 Attention: Network Real Estate B. Any notice required to be given under the provisions of this License must be in writing and may be delivered personally, by overnight delivery service, or by certified or registered mail with postage prepaid and return receipt requested, addressed to the other party as set forth above in paragraph A. Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 2. PREMISES AND LICENSEE'S FACILITIES A. The interests in Licensor's property, both real and personal, that are subject to this License consist of the following: 1. (a) A portion of Licensor's unimproved real property located within the Robert E. Ryan Community Park in the City of Rancho Palos Verdes, Los Angeles County, California(the "Property"),the legal description of which is set forth in EXHIBIT A attached hereto and incorporated by this reference. The location and dimensions of the portion to be licensed to Licensee are delineated on the site plans (the"Project Documents") attached as EXHIBIT B and incorporated by this reference. (b) Specifically, Licensee shall have the right to use a parcel of ground space containing approximately two hundred fifty(250) square feet for the construction, operation, maintenance and repair of a wireless telecommunications facility, including the installation of an emergency generator and an equipment shelter and additional ground space sufficient for a light standard to be installed by Licensee. 2. Easements for ingress, egress, access, and utilities required by the Licensee to construct, install, operate, maintain, repair, or replace the wireless telecommunications facility referenced below in paragraph C, are described in the attached EXHIBIT C and made a part hereof by this reference. B. The portions of the real property described above in paragraph A that are subject to this License are collectively referred to as the"Premises." C. The wireless telecommunications facility and appurtenant improvements to be constructed or installed by Licensee on the Premises are more fully described in the attached EXHIBIT B and are collectively referred to in this License as "Licensee's Facilities." Licensee's Facilities must be constructed or installed in compliance with P.C. Resolution No. 2009-02 (the "Resolution") authorizing Conditional Use Permit Case No. ZON2007-00243 (the "CUP"), a copy of which is set forth in the attached EXHIBIT D and incorporated by this reference. D. The parties agree that Licensee, at Licensee's sole cost and expense, will: (i) remove an existing light standard approximately thirty feet(30') in height located on the Property (the "Existing Light Standard"); and (ii) construct a new functional light standard not to Licensee Site Name:Alta Vista 2 8-3 exceed a maximum of thirty feet(30') in height(the"New Light Standard"), and upon which Licensee will install its antennas. E. In connection with construction of the New Light Standrd, Licensee will remove and dismantle the Existing Light Standard, which removal shall be contingent upon Licensee obtaining all necessary certificates, permits and other approvals that may be required by any federal, state or local authorities in connection with such removal. Licensee shall dismantle or shall cause the Existing Light Standard to be dismantled and disposed of in a professional, good and workmanlike manner and in accordance with all applicable laws and regulations. Licensor shall cooperate with Licensee with regard to such dismantling, removal and disposal of the Existing Light Standard. 3. LICENSEE'S USE OF THE PREMISES A. The Premises are authorized to be used by Licensee for any lawful activity in connection with the provision of wireless telecommunications services, including, without limitation, the transmission and reception of radio communication signals on various frequencies, and the construction, operation, maintenance and repair of Licensee's Facilities described in EXHIBIT B. Licensee's use of the Premises must comply with all conditions imposed by the Resolution, the CUP, and all applicable ordinances, laws, and regulations of any governmental entity having jurisdiction to regulate that use. B. Prior to the due date of the first annual license fee payment, as specified in Section S.A. below, Licensee must apply for and obtain all licenses, permits, and approvals required by all governmental agencies (collectively, the "Governmental Approvals") for Licensee's intended use of the Premises. Licensor will, at no expense to Licensor, cooperate with Licensee in providing such information concerning this License and in executing any applications or other documents as may reasonably be requested in Licensee's efforts to obtain the Governmental Approvals. It is understood and agreed that Licensee's ability to use the Premises is contingent upon its obtaining, after the execution of this License, all of the Governmental Approvals, as well as satisfactory soil boring tests, which will permit Licensee to use the Premises as set forth above. C. Licensee has the right to construct, operate, maintain, and repair on the Premises the Licensee's Facilities that are described in EXHIBIT B. Licensee acknowledges that it is the policy of Licensor to encourage, whenever possible, the co-location of wireless telecommunications antenna facilities on both City-owned property and privately-owned property. If there is unused space on Licensee's Facilities, Licensee agrees to make such excess space available to other wireless telecommunications service providers,provided that joint use of the support structure is technically feasible and such joint use does not measurably interfere with Licensee's Facilities as provided in Section 12 below. Licensee shall determine, in Licensee's reasonable but sole, good faith discretion, if any such joint use and co-location is not technically feasible or will measurably interfere with Licensee's Facilities. Licensee will provide to Licensor, in writing, the basis for any such determination. If the co-location of facilities on any support structure subject to this License is determined to be technically feasible, appropriate amendments will be made to this License to accommodate that co-location of facilities, including adjustments in the annual license fee payable by Licensee. Licensee Site Name:Alta Vista 3 8-4 D. Subject to the terms of this License, Licensee must not hinder the use of the Property by another service provider. Licensee may permit third parties to occupy space on facilities constructed by Licensee only with Licensor's prior written permission, which shall not be unreasonably withheld, conditioned or delayed. Licensee may not allow the use of space on any portion of the Premises which, in Licensor's reasonable opinion,will result in interference with Licensor's public safety operations, communications systems, microwave antennas, or other equipment at the Property. Licensee may charge a fee for the use by third parties of space on Licensee's Facilities under written agreements with those third parties. Copies of all agreements between Licensee and third parties must be provided to Licensor. For third-party co-locations situated entirely within the Premises (a"Sub-Use"), Licensee will pay Licensor fifty percent (50%) of the gross rental amount paid by the third party to Licensee(excluding only the amount charged to the third party to compensate Licensee for all or any portion of its construction and installation costs, including engineering and entitlement expenses). For third-party co-locations that require the use of City-owned property in addition to the Premises (a"Direct-Use"), Licensor will enter into a separate license agreement with the third party for those premises, the term of which will coincide with Licensee's License, and Licensor and Licensee shall each retain any and all rents received from such third party, subject to the provisions of this paragraph(D). Any third party seeking to co-locate with an existing licensee on the Premises, whether under a Sub-Use or a Direct-Use, will be required to comply with all of the Licensor's review procedures and to obtain all necessary approvals. E. Licensee's use of Licensee's Facilities is limited to the provision of wireless telecommunications services using wireless telecommunications antenna facilities. The term "wireless telecommunications services,"as used in this License, means the following: the transmission and reception of radio communications signals on various frequencies, and the construction, maintenance, operation and repair of related communications facilities. If other or different services are proposed to be provided by Licensee, the parties will meet and confer to determine whether those services may be authorized and, if so,whether any renegotiation and amendment of this License may be required. 4. TERM A. The term of this License shall commence on October 1, 2009 (the "Commencement Date") and shall be commensurate with the term of the Conditional Use Permit (defined below),which will expire on January 27, 2019. This license is not revocable except in accordance with the terms of this Agreement. B. In addition to this License,the Licensee's Facilities are controlled by Conditional Use Permit Case No. ZON2007-00243 ("Conditional Use Permit") approved by the Planning Commission on January 27, 2009 by Resolution No. 2009-02. Two (2) years prior to the expiration of the term of this License on January 27, 2019, Licensee may request from the Planning Commission an extension of the Conditional Use Permit, as specified in Condition No. 19 of Exhibit A that is attached to Resolution No. 2009-02. Licensor agrees to reasonably cooperate with Licensee in applying for an extension or renewal of the Conditional Use Permit. If the Planning Commission grants the extension,then the term of this License may, upon Licensee's request and the approval by Licensor's City Council,be extended for a period commensurate with the extension of the Conditional Use Permit. Licensee Site Name:Alta Vista 4 8-5 5. LICENSE FEE A. The first annual license fee in the sum of Nineteen Thousand Two Hundred Dollars ($19,200.00) will be paid to Licensor within thirty(30) days after this License is fully executed. Thereafter, Licensee will pay the annual license fee on or before each October 1St, commencing in 2010. The October 1, 2010,payment, and subsequent annual license fee payments, will be adjusted as provided for in paragraph B below. Payment must be mailed to Department of Finance, 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275. B. Commencing on October 1, 2010, and thereafter on each October 1St during the term of this License, the annual license fee will be automatically increased by multiplying the annual license fee for the preceding year by three and one-half percent(3.5%). C. If Licensee fails to pay the annual license fee within twenty(20) days after the due date, the past-due license fee will bear interest from the date due until paid at the lesser of(i) twelve percent(12%)per annum, or(ii)the maximum rate permitted under California or federal law, if the twelve percent(12%)rate exceeds that maximum. D. If Licensee occupies the Premises for ten(10) years, then prior to the commencement of the tenth(10th)year(assuming an extension by the Planning Commission of the CUP), the parties will renegotiate the base annual license fee to reflect the then-current fair market rental rate of the Premises. Such fair market rental rate shall take into consideration all aspects of a typical transaction which bear upon the determination of rent and generally applicable conditions of tenancy with respect to recent transactions between non-affiliated parties from new tenants of comparable credit-worthiness, for comparable space (size, location etc.), for a comparable use for a comparable period of time. However, in no event will the annual license fee be less than it was in the immediately preceding year. If the parties cannot agree on a new base annual license fee, the matter will be submitted to a mutually-acceptable appraiser who is a Member of the Appraisal Institute for determination, which determination shall be limited solely to the issue of whether Licensor's or Licensee's proposed fair market rental rate is the closest to the actual fair market rental rate as determined by such appraiser. E. Upon the expiration or other termination of this License, Licensee must peacefully vacate the Premises and leave them in as good condition as the same were on the Commencement Date, except for reasonable wear and tear and damage not caused by Licensee. If Licensee fails to remove all of its facilities and equipment from the Premises within sixty(60) days after expiration or earlier termination of the term, Licensor may, after five(5) days' prior written notice to Licensee, remove the same. Any such removal will be without any liability to Licensor for any damage to such equipment or facilities that may result from Licensor's reasonable efforts of removal. Licensee must pay to Licensor, within thirty(30) days after receipt of Licensor's demand, including supporting documents, all reasonable costs incurred by Licensor in removing and storing such equipment and facilities prior to their retrieval by Licensee. Licensor has no obligation to store such equipment and facilities, and Licensee will have no claim if Licensor destroys any equipment or facilities that are not removed by Licensee. Notwithstanding the foregoing, Licensor shall retain the New Light Standard and Licensee shall not be required to remove same. Licensee shall leave the New Light Standard in good condition, except for reasonable wear and tear and damage not caused by Licensee; provided however, Licensee Site Name:Alta Vista 5 8-6 Licensor acknowledges and agrees that Licensee makes no representation or warranty with respect to Licensor's continued use of the New Light Standard for any particular purpose. Licensee shall execute a bill of sale in favor of Licensor,transfering ownership of the New Light Standard and thereafter, Licensee shall have no further liability for the New Light Standard. If Licensee continues in possession of the Premises after the termination of this License, whether the termination occurs by lapse of time or otherwise, such holding over,unless otherwise agreed to by Licensor in writing, will constitute and be construed as a tenancy at will. The monthly license fee for that tenancy will be equal to twelve and one-half percent(12.5%) of the annual license fee paid during the preceding year and will be subject to all other terms of this License, including the annual percentage increase. 6. TAXES AND ASSESSMENTS Licensee must pay all taxes, including any possessory interest taxes, and other fees and assessments that are directly attributable to Licensee's use of the Premises and Licensee's Facilities constructed by Licensee on the Premises. 7. UTILITIES Licensee has the right, at Licensee's sole cost and expense, to install utilities on the Premises, and to bring utilities across Licensor's adjacent real property, in order to service the Premises and Licensee's Facilities, subject to Licensor's approval of proposed utility routes and the manner of installation, which approval will not be unreasonably withheld, conditioned or delayed. Licensee must obtain electrical power directly from Licensor's established power source and timely pay for all utilities furnished to the Premises. Licensee must pay for the installation of a separate meter. 8. ACCESS FOR INSPECTIONS, CONSTRUCTION, AND MAINTENANCE A. At any time following the execution of this License and prior to the due date of the first annual license fee payment as provided for above in Section S.A., Licensee has the right to enter the Premises for the purpose of conducting inspections, environmental reviews, engineering surveys, soil tests, and any other tests (collectively"Tests")that Licensee deems desirable to determine the suitability of the Premises for Licensee's Facilities and for the purpose of preparing for the construction of Licensee's Facilities. During any Tests or preconstruction work, Licensee will have insurance coverage as required by Section 15 below. Licensee will notify Licensor of any proposed Tests or preconstruction work and will coordinate the scheduling of same with Licensor. If,prior to the due date of the first annual license fee payment, Licensee determines that the Premises are unsuitable for Licensee's intended use,then Licensee may elect to terminate this License on not less than thirty(30) days' prior written notice to Licensor. Eased upon these rights of access, inspection, and termination afforded to Licensee, Licensor makes no representations or warranties concerning the presence of hazardous materials, hazardous substances, or hazardous wastes on or near the Premises. Notwithstanding the foregoing, Licensor warrants that,to the best of Licensor's knowledge,no such materials, substances, or wastes exist on or near the Premises as of the Commencement Date of this License. Licensee Site Name:Alta Vista 8-7 B. In connection with the construction, operation,maintenance and repair of Licensee's Facilities, Licensee has the right to do all work necessary to prepare the Premises for the construction and installation of Licensee's Facilities, including the installation of utility lines and transmission lines connecting antennas to transmitters and receivers. This work will be performed between 7:00 a.m. and 7:00 p.m., Monday through Saturday; provided however,that any emergency maintenance work Licensee desires to perform after the foregoing hours may be performed with Licensor's prior consent, which such consent shall not be unreasonably withheld, conditioned or delayed. Licensee may perform emergency repairs on a 24-hour basis; provided however, that Licensee and Licensor will agree upon the use of keys and/or locks with regard to access during hours when the gate to the parking lot is locked. All of Licensee's construction and installation work will be performed at Licensee's sole expense, in a good and workmanlike manner using materials of first-class quality, in compliance with approved plans and specifications, and in accordance with all applicable governmental permits, laws, ordinances, and regulations. C. Licensor will provide access to the Premises to Licensee, its employees, agents, contractors and subcontractors, as provided in Subsection lB above, at no charge to Licensee. Licensor represents that it has full rights of ingress to and egress from the Premises from a public roadway, and Licensor grants those rights to Licensee to the extent required to construct, install, operate, maintain, and repair Licensee's Facilities on the Premises. Licensee's exercise of these rights must not cause undue inconvenience to Licensor in connection with Licensor's operations at the Property. D. Licensor will maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to provide Licensee with access. Licensor is responsible for maintaining these roadways, at its sole expense, except for any damage caused by Licensee's use of these roadways, which damage must be repaired by Licensee as soon as reasonably possible. 9. CONDITIONS FOR CONSTRUCTION OF LICENSEE'S FACILITIES A. Licensee must provide to Licensor detailed plans of the proposed initial construction of Licensee's Facilities, and such other information as may be reasonably required in writing by Licensor's authorized representatives, in accordance with the Conditions of Approval attached to the Resolution. In the event Licensor does not either(i) object to the plans in writing or(ii) furnish Licensee with written approval,within ten(10)business days of the date of submission of the plans, Licensee shall re-submit such plans to Licensor with a notation that such plans are being re-submitted for Licensor's review and approval. Should Licensor fail to respond to Licensee within five (5)business days after such re-sumittal, Licensor's approval shall be deemed given. When the plans are resubmitted, Licensee contemporaneously shall deliver a letter to the City Manager stating that the plans have been resubmitted and that they will be deemed approved by the City within five (5)business days, if the City does not respond to the resubmittal within that five(5)business day period. All work to be done by Licensee must be performed in accordance with the approved plans unless otherwise approved in writing by Licensor, which approval shall not be unreasonably withheld, conditioned or delayed. B. Licensee will, at its sole expense, construct Licensee's Facilities and will pay to the Licensor all costs incurred by Licensor in connection with that construction, including, Licensee Site Name:Alta Vista 8-8 without limitation, costs and fees for building permits,plan checking, inspections, water used for construction, and any repairs made by Licensor due to any damage caused by Licensee's construction activities. Licensee shall be responsible for any damage caused by Licensee's construction activities, including but not limited to, damage to the public rights-of-way,private property, streets, existing utilities, curbs, gutters and sidewalks. Licensee will pay Licensor any costs reasonably incurred by Licensor in connection with such damage, and will complete the restoration or repair of any damage caused by the construction within thirty(30) days from the date of written notice from Licensor. C. Licensee's installation, and any subsequent alteration, of Licensee's Facilities must comply with all applicable local, state, and federal laws and regulations, including applicable construction standards and uniform codes. During construction, Licensee must perform all work in such a manner as not to unreasonably interfere with services provided at the Property by Licensor or by any pre-existing third parties. D. It is Licensee's responsibility to verify the location of all existing utilities at the Property. Licensee must exercise due caution to ensure that underground irrigation systems, electrical systems, and other utilities are not damaged during construction. Licensor shall provide Licensee with any information in Licensor's possession regarding the location of these systems and utilities. During any authorized excavation at the Property, appropriate techniques must be employed to reasonably safeguard all existing utilities and underground facilities, including contacts with Underground Service Alert. E. Licensee may, at its sole expense,contract with a third party("Contractor") for the construction of Licensee's Facilities. Any such Contractor must construct Licensee's Facilities in accordance with the terms of this License. Notwithstanding any contractual arrangement that Licensee may enter into with a Contractor, Licensee shall remain responsible for compliance with the terms of this License. F. Licensee must keep the Premises free from all liens and stop notices arising from any work performed,materials furnished, or obligations incurred by or at the request of Licensee with respect to the Property. If any lien or stop notice is filed against the Premises as a result of the acts or omissions of Licensee, or Licensee's employees, agents, or contractors, Licensee must discharge, bond, or otherwise secure the same to Licensor's reasonable satisfaction within thirty (30) days after Licensee has notice that the lien or stop notice has been filed. If Licensee fails to commence steps to discharge,bond or secure any lien or stop notice within such 30-day period, then, in addition to any other right or remedy, Licensor may, at its election, upon five days' prior written notice to Licensee, discharge the lien or stop notice by either paying the amount claimed to be due, or obtaining the discharge by deposit with a court or a title company, or by bonding. Licensee must reimburse Licensor within thirty(30) days after receipt of Licensor's demand, including-supporting documentation, any amount so paid by Licensor to discharge or satisfy any lien or stop notice, and all reasonable attorneys' fees and other legal expenses of Licensor incurred in defending any action or in obtaining the discharge of such lien, together with all reasonable disbursements. Licensee Site Name:Alta Vista g 8-9 10. MAINTENANCE OF LICENSEE'S FACILITIES During the term of this License, Licensee must, at its sole cost and expense,maintain the Premises and all improvements in good condition and repair, ordinary wear and tear excepted, and in compliance with all applicable laws, rules, ordinances, orders, and regulations of(i) federal, state, county and municipal governmental agencies having jurisdiction over Licensee's operations at the Property, and their respective departments,bureaus, and officials; and(ii) all insurance companies insuring all or part of the Premises, or the improvements thereon, or both. 11. TITLE AND QUIET ENJOYMENT A. Title to Licensee's Facilities placed on the Premises will be held by Licensee, and Licensee's Facilities will not be deemed to be fixtures. Licensee must remove all of Licensee's Facilities at its sole expense on or before the time periods provided for in Paragraph 5.E of this License, and restore the Premises to their original condition, except for ordinary wear and tear and casualty not caused by Licensee. B. At all times during the term of this License, Licensee's quiet enjoyment of the Premises will not be disturbed so long as Licensee is not in default beyond the expiration of any applicable cure period. C. Licensor represents to Licensee that(i) it has good and unencumbered title to the Premises, free and clear of any liens or mortgages, except those disclosed to Licensee that will not interfere with Licensee's intended use of the Premises; and(ii) execution and performance of this License will not violate any laws, ordinances, or covenants, or the provisions of any mortgage, lease, or other agreement binding on Licensor. 12. INTERFERENCE A. Except as authorized by this License, Licensee must not use the Premises in any manner that materially interferes with the Licensor's use of adjacent real property, or with lessees and licensees of Licensor at the Property having rights prior in time to the date of this License. Specifically, Licensee's Facilities must not materially disturb the communications configurations, equipment, or frequencies existing on Licensor's real property on the Commencement Date, and Licensee's Facilities must comply with all noninterference rules of the Federal Communications Commission. B. After the Commencement Date, Licensor will not authorize the use of any portion of the Property in a manner that materially interferes with the wireless telecommunications services provided by Licensee's Facilities, as described above in Section 3. Any such material interference with Licensee's wireless telecommunications services may be deemed a material breach by Licensor, and Licensor will be responsible for the prompt termination of that interference. In addition to its other remedies, Licensee may elect to terminate this License on not less than thirty(30) days prior written notice to Licensor. Licensee Site Name:Alta Vista 9 8-10 13. REMOVAL OF LESSEE'S FACILITIES If all or any portion of Licensee's Facilities are no longer in service, Licensee must notify Licensor within thirty(30) days after such service ceases and must promptly remove those Facilities at its own expense, in the manner set forth in Section 5.E of this License. A security deposit equal to the license fee for one month will be paid to Licensor by Licensee to secure this obligation. This security deposit will be paid to Licensor with the first annual license fee payment. 14. INDEMNIFICATION A. Licensee will indemnify, defend, and hold Licensor harmless from and against any and all claims, actions, damages, liability and expense (including reasonable attorneys' fees, costs and disbursements) in connection with the loss of life,personal injury, or damage to property,to the extent attributable to or arising out o£ (i)the equipment that Licensee installs on Licensor's Property and Licensee's Facilities; (ii) any occurrence in, upon or at the Premises, or elsewhere on the Property, to the extent caused by the negligent or willful misconduct of Licensee, or its employees, agents, or contractors; (iii) any occurrence occasioned by the violation of any law,regulation or ordinance by Licensee or its agents, employees, or contractors; or(iv) Licensee's default under this License. Licensee shall not be liable for any damage or any actions to the extent attributable to or arising out of the negligent or willful misconduct of Licensor, or its employees, agents or contractors. The provisions of this Section 14.A. will survive the expiration or termination of this License with respect to any damage, personal injury, or death that occurs before such expiration or termination. B. Licensee specifically agrees to indemnify, defend, and hold Licensor, its officers, agents, and employees, harmless from all claims or injury or damage to the extent arising from Licensee's operation of its equipment at the Property, except to the extent caused by the gross negligence or willful misconduct of Licensor or its agents, employees and contractors. Licensee agrees to comply with all EMF levels established by the Federal Communications Commission, or any federal agency which is the successor thereof. 15. INSURANCE A. Licensee must obtain and maintain during the term of this License, at its own cost and expense, the following insurance: 1. "All Risk"insurance for Licensee's property located at the Premises. 2. Commercial general liability insurance having a minimum limit of liability of$5,000,000 for each injury or death arising out of one occurrence and $5,000,000 for damage to property from any one occurrence, or$5,000,000 combined single limit coverage for bodily injury and property damage. These required limits may be satisfied by a combination of primary and umbrella coverage. 3. A comprehensive automobile liability insurance policy with limits of not less than $3,000,000 per occurrence; Licensee Site Name:Alta Vista 10 8-11 B. Licensee must maintain the insurance policies required in paragraph A above during the term of this License. The commercial general liability insurance policy must name the Licensor, its officers and employees, as additional insureds. Each policy of insurance must provide primary coverage on an occurrence basis as relates to Licensee's negligence and be issued by a company admitted in California and rated at least"A-" in the latest Best's Insurance Guide. Each policy must provide that it will not be canceled without at least thirty(30) days' prior written notice to Licensor(with ten(10) days notice for non-payment). Each policy must also provide that if Licensor, or its officers or employees,have other insurance against loss covered by Licensee's policy,the Licensor's insurance will be solely excess insurance, as relates to Licensee's operations. C. Licensee must comply with all State requirements relating to Workers' Compensation Insurance and provide it to Licensee's employees. D. Licensee will obtain and maintain during the term of this License Employer's Liability Insurance having a limit of not less than $1,000,000 for each accident. E. Licensee must file Certificates of Insurance with the Licensor, in a form reasonably satisfactory to Licensor's City Attorney, evidencing the insurance coverage required by this Section 15,prior to Licensee's exercise of any rights under Section 8 above. F. Licensee has the right to self-insure with respect to any of the insurance requirements referenced above, subject to the approval of the Licensor's City Attorney. The required limits may be satisfied by a combination of primary and umbrella policies. G. In no event will either party be liable to the other, or any of their respective agents, representatives, employees, for any lost revenue, lost profits, loss of technology,rights or services, incidental,punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort(including negligence), strict liability or otherwise. 16. FORCE MAJEURE If either Licensor or Licensee is delayed in or prevented from the performance of any act required hereunder by reason of acts of God, governmental restrictions,regulations or controls, or by any other cause that is without fault and beyond the control of the party obligated (excluding financial incapacity), then the performance of that act will be excused for the period of the delay, and the period for the performance of that act will be extended for a period equivalent to the period of that delay. Nothing in this Section will excuse Licensee from the timely payment of any license fees,taxes,insurance premiums, or any other charges that are required of Licensee. 17. DEFAULT BY LICENSEE The occurrence of any one or more of the following events constitutes an event of default and breach of this License by Licensee: (i)The abandonment(as defined by California law) of the Premises by Licensee; (ii) The failure by Licensee to make any payment of the license fee or any other payment required to be made by Licensee hereunder, as and when due,where that Licensee Site Name:Alta Vista 11 8-12 failure continues for a period of five (5)business days after written notice is sent by Licensor to Licensee; (iii) The failure by Licensee to observe or perform any of the covenants, conditions or provisions of this License to be observed or performed by the Licensee, other than described in subsection(ii),where that failure continues for a period of thirty(30) days after written notice thereof by Licensor to Licensee; provided,however,that if the nature of Licensee's default is such that more than thirty(30) days are reasonably required for its cure, then Licensee will not be deemed to be in default if Licensee commences that cure within the 30-day period and thereafter diligently prosecutes that cure to completion; (iv) The making by Licensee of any general assignment or general arrangement for the benefit of creditors; or unless prohibited by Bankruptcy Law or other paramount law,the filing by or against Licensee of a petition to have Licensee adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy(unless, in the case of a petition filed against Licensee, the same is dismissed within sixty(60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Licensee's assets located at the Premises or of Licensee's interest in this License, where possession is not restored to Licensee within thirty(30) days; or the attachment, execution or other judicial seizure of substantially all of Licensee's assets located at the Premises or of Licensee's interest in this License, where that seizure is not discharged within thirty(30) days. 18. REMEDIES ON DEFAULT BY LICENSEE Upon any default or breach by Licensee as referenced in Section 17 above, Licensor may at any time thereafter, in its sole discretion, with written notice and without limiting Licensor in the exercise of a right or remedy which Licensor may have by reason of that default or breach: (i) Terminate Licensee's right to possession of the Premises by any lawful means, in which case this License will terminate and Licensee will immediately surrender possession of the Premises to Licensor; or(ii)pursue any other remedy now or hereafter available to Licensor under the laws or judicial decisions of the State of California. In the event that Licensor terminates the License, Licensor shall be entitled to recover from Licensee all damages reasonably incurred by Licensor by reason of Licensee's default including, but not limited to,the cost of recovering and relicensing the Premises, any reasonably necessary renovation and alteration of the Premises, and reasonable attorney's fees. 19. LICENSEE'S REMEDIES AND LIMITED TERMINATION RIGHTS A. Licensor will not be in default unless Licensor fails to perform obligations required of Licensor within thirty(30)days after written notice by Licensee to Licensor specifying wherein Licensor has failed to perform such obligation; provided,however, that if the nature of Licensor's obligation is such that more than thirty(30) days are required for performance,then Licensor will not be in default if Licensor commences performance within that 30-day period and thereafter diligently prosecutes the same to completion. Except as provided in Sections 8.A, 11.13, 12.13, 19.13, 19.C, and 21 of this License, Licensee has no right to terminate this License as a result of Licensor's default, and Licensee's remedies are limited to damages or an injunction, or both. B. Upon thirty(30) days prior written notice to Licensor, Licensee may terminate this License without further liability at the following times or under the following circumstances: Licensee Site Name:Alta Vista 12 8-13 (i)prior to the due date of the first annual license fee payment, for any reason or for no reason, provided that Licensee timely delivers to Licensor its written notice of termination; or(ii) if Licensee, is unable to obtain or maintain all Govermental Aprpovals required for the continued operation of Licensee's Facilities. Upon any termination by Licensee under subparagraph(i) above, Licensor will be entitled to retain any deposit or fee previously paid by Licensee as compensation for costs and expenses incurred in negotiating and preparing this License Agreement or processing any application therefor. Upon any termination by Licensee under subparagraph(ii) above, Licensor will be entitled to retain any prepaid annual license fee as liquidated damages for early termination,but only if the loss of any Governmental Approval is a result of Licensee's failure to comply with the requirements of same. C. Additionally, this License may be terminated by Licensee as follows: 1. upon thirty(30) days written notice by Licensee if the Premises or Licensee's Facilities become unacceptable under Licensee's design or engineering specifications for its facilities or the communications system to which the facilities belong. 2. immediately upon written notice by Licensee if the Premises or Licensee's Facilities are destroyed or damaged so as, in Licensee's reasonable judgment,to substantially and adversely affect the continued use of Licensee's Facilities. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction, and Licensee shall be entitled to the pro rata reimbursement of any license fees prepaid by Licensee. If Licensee elects to continue this License,then all prepaid license fees shall abate on a pro rata basis until the Premises or Licensee's Facilities, or both, are restored to the condition existing immediately prior to such damage or destruction; or 3. upon thirty(30) days written notice by Licensee if Licensee determines that the Premises or Licensee's Facilities are inappropriate or unnecessary for Licensee's operations due to economic reasons. D. If Licensee terminates this License under either subparagraph(1) or(3) of paragraph C above,then Licensee must pay to Licensor, as liquidated damages, a termination fee in an amount equivalent to three(3)months of the then-current annual license fee. E. Upon any termination by Licensee authorized under Sections 8.A, I LB, 123, 19.13, 19.C, or 21, the written notice of termination sent to Licensor by Licensee must be accompanied by a release and reconveyance of all of Licensee's interest in the Property. 20. PROHIBITED USES A. The following activities are prohibited on the Premises: 1. Unlawful use or storage of any hazardous substance or hazardous chemical, as those terms are used in CERCLA [42 U.S.C. §9601 (14)] or SARA [42 U.S.C. §110211 (e)] or any similar federal or state law, or any pesticide,petroleum product, or fuel; except materials that are packaged and purchased for consumer use in containers not exceeding one gallon, or fuel in a vehicle fuel tank. Use of pesticides must be minimized, and may be applied only by authorized personnel and in accordance with all applicable laws, regulations, and Licensee Site Name:Alta Vista 13 8-14 label instructions. All aerial applications are prohibited. Back-up generators, and the storage of fuel for those generators, will only be allowed if specifically authorized in this License. 2. Accumulation, storage,treatment, or disposal of any waste material, excepting only temporary storage, not to exceed fourteen(14) days, of non-hazardous solid waste generated by activities on the Premises for pick up by municipal or licensed commercial refuse service, and lawful use of sanitary sewers, if any, for domestic sewage. 3. Maintenance of equipment(excluding communications equipment and back-up power sources, such as batteries and generators, operated pursuant to this License, or vehicles),the installation or construction of vessels, tanks (stationary or mobile), dikes, sumps, or ponds, and any activity for which a license or permit is required from any government agency for(1)transportation, storage, treatment, or disposal of any waste, or(2) discharge of any pollutant, including but not limited to, discharge to air or to water or sewer systems. B. Any spill attributable to Licensee's equipment or Facilities that results in a release of a hazardous material to the air, soil, surface water, or groundwater in violation of applicable law must be immediately reported to Licensor, as well as to appropriate government agencies. Any such spill must be promptly cleaned up and the Premises (including soils, surface water, and groundwater)restored to its condition as it existed immediately prior to such spill or release, all in accordance with applicable law. C. If Licensee desires to use pesticides on the Premises (either herbicides, rodenticide, or insecticides),then all applicable Environmental Protection Agency(EPA) standards must be met, and prior approval must be received from Licensor. Licensor reserves the right to disapprove the use of any pesticide. Licensee must obtain all required county, state or federal permits, and must comply with all conditions of those permits. Licensee must submit to the Licensor a copy of all such permits. D. Licensor and Licensee each represent and agree that they will not use, generate, store or dispose of any hazardous substance on,under, about or within the Property in violation of any law or regulation. Licensor and Licensee each agree to defend and indemnify the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and costs (including reasonable attorneys' fees and costs) arising from any breach of representation or agreement contained in this paragraph. 21. EMINENT DOMAIN A. If all or any part of the Premises is taken or appropriated by any authority under the power of eminent domain, either party has the right, at its option, within sixty(60) days after that taking, to terminate this License upon thirty(30) days' prior written notice. If neither party elects to terminate as herein provided,the license fee thereafter to be paid will be equitably reduced. In the event of any taking or appropriation, Licensor is entitled to all awards or settlements that may be given(other than awards for the taking of Licensee's Facilities or other personal property), and Licensee will have no claim against Licensor for the value of any unexpired term of this License. Licensee Site Name:Alta Vista 14 8-15 B. As of the Commencement Date of this License, Licensor represents to Licensee that it has no knowledge of any governmental agency that intends to exercise its power of eminent domain for any public project that would prevent Licensee from using the Premises as contemplated by this License. 22. WAIVER Failure on the part of either party to enforce any provision of this License may not be construed as a waiver of the right to compel enforcement of that provision, or any other provision. 23. LICENSOR'S CONSENT OR APPROVAL Neither Licensor's execution of this License nor any consent or approval given by Licensor under this License in its capacity as Licensor will waive, abridge, impair, or otherwise affect Licensor's powers and duties as a governmental entity. Any requirements under this License that Licensee obtain consents or approvals of Licensor shall be in addition to, and not in lieu of, any requirements of law that Licensee obtain any required approvals or permits; provided, however, that Licensor will endeavor to coordinate its procedures for giving contractual and governmental approvals so that Licensee's requests and applications are not unreasonably denied or delayed. 24. BROKERS If either party is represented by a real estate broker in the negotiation or consummation of this License, that fact has been disclosed to the other party, and the party using that broker is solely responsible for any fee due the broker and will hold the other party harmless from any claims from that broker for commissions or other compensation. 25. SUCCESSORS AND ASSIGNS This License is binding upon and inures to the benefit of each of the parties and their authorized successors, assigns, and transferees. 26. PARTIAL INVALIDITY Any provision of this License that may be determined to be invalid, void, or illegal will in no way affect, impair or invalidate any other provisions of the License, and those other provisions will remain in full force and effect. 27. ENTIRE AGREEMENT This License constitutes the entire agreement between the parties relating to its subject matter. There are no representations, agreements, or understandings, whether oral or written, between the parties relating to the subject matter of this License that are not fully expressed in this License. This License is deemed to be equally drafted by both parties. Licensee Site Name:Alta Vista 15 8-16 28. MODIFICATION A. This License may be modified only by a writing signed by both parties. B. This License is subject to such changes or modifications as may be required or authorized by any regulatory commission in the exercise of its lawful jurisdiction. 29. GOVERNING LAW AND ATTORNEYS' FEES A. Any disputes regarding this License will be resolved according to the laws of the State of California. Any legal proceedings will be initiated in the courts of the County of Los Angeles, State of California, irrespective of any other possible jurisdictional venues. B. The prevailing party in any action brought to enforce the terms of this License, or in any action arising out of this License, may recover from the other party the costs and reasonable attorneys' fees incurred in that action. C. Licensee must comply with all applicable federal, state, and local laws and regulations, including, without limitation, all applicable laws and regulations relating to environmental protection, such as statutes or ordinances pertaining to noise, fire, hazardous wastes, traffic, visual impacts, and storm water runoff. 30. ASSIGNMENT AND SUBLETTING This Agreement is personal to Licensee. Except as hereinafter provided, Licensee may not,without Licensor's prior written consent, which consent may not be unreasonably withheld, conditioned, or delayed, assign or otherwise transfer this License or Licensee's interest in the Premises or any part thereof. Notwithstanding the foregoing, Licensee may assign this License, or Licensee's interest in the Premises or any part thereof, without Licensor's consent,to any business entity that(i) controls, or is controlled by, or is under common control with Licensee, or (ii) is merged or consolidated with Licensee or purchases a majority or controlling interest in the assets of Licensee in the market defined by the Federal Communications Commission in which the Property is located. Licensor may assign this License, or convey its interest in the Premises or any part thereof,provided that the assignee assumes responsibility for the performance of all of the terms and conditions to be performed by Licensor under this License. Such assumption of responsibility must be evidenced by a written document that is filed with the Licensor within thirty(30) days after any authorized assignment, a copy of which will be transmitted to the Licensee. 31. MEMORANDUM OF LICENSE Upon request of the Licensee, Licensor and Licensee will execute and have acknowledged a memorandum of license, in form and substance reasonably satisfactory to legal counsel for the respective parties, and suitable for recording. Licensee will bear the cost of all recording charges associated with recording all documents required or authorized to be recorded under this License. Licensee Site Name:Alta Vista 16 8-17 _17 32. FURTHER DOCUMENTS From and after the Commencement Date of this License, each of the parties will execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, within a reasonable period of time, all instruments or documents that may reasonably be requested by the other party to carry out the purpose and intent of this License. 33. AUTHORITY Licensor and Licensee each represent that the persons executing this License on their behalf have full power and authority to execute this License, and that each entity executing this License is duly authorized to enter into this License. 34. EFFECTIVE DATE OF THE LICENSE This License will be deemed effective as of the Commencement Date, as specified in Section 4.A., on the date that it is executed by a duly authorized officer or employee of the Licensor, it being the intention of the parties that Licensee will first execute this License and thereafter submit it to Licensor. Two fully executed counterparts will be transmitted by Licensor to Licensee. [Signatures begin on next page] Licensee Site Name:Alta Vista 17 8-18 TO EFFECTUATE THIS LICENSE, the parties have caused this License to be executed by their duly authorized representatives as of the dates set forth below their respective signatures. ATTEST: "LICENSOR" CITY OF RANCHO PALOS VERDES City Clerk By Title Date APPROVED AS TO FORM: City Attorney "LICENSEE" Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless By: AirTouch Cellular,its General Partner By Name: Walter L. Jones, Jr. Title: Area Vice President Network Date Licensee Site Name:Alta Vista 18 8-19 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY AND DESIGNATED PORTION OFT PROPERTY SUBJECT TO THE LICENSE The area shown as the"Premises" on the Site Diagram attached as Exhibit B is legally described as follows: [See Attached] Licensee Site Name:Alta Vista 19 8-20 EXHIBIT B PROJECT DOCUMENTS [See Attached] Licensee Site Name:Alta Vista 20 8-21 EXHIBIT C EASEMENTS The easements for ingress, egress, access and utilities required by the Licensee are described as follows: [See Attached] Licensee Site Name:Alta Vista 21 8-22 EXHIBIT D P.C. RESOLUTION NO. 2009-02,AS ADOPTED ON January 27,2009,APPROVING CONDITIONAL, USE PERMIT CASE NO. ZON2007-00243 [See Attached] Licensee Site Name:Alta Vista 22 8-23