CC SR 20230516 G - SCE Civic Center Ground License
CITY COUNCIL MEETING DATE: 05/16/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to enter into an updated wireless license agreement
with Southern California Edison (SCE) for the use of City Hall grounds.
RECOMMENDED COUNCIL ACTION:
(1) Approve an updated license agreement with SCE, thereby retroactively extending
the term through June 30, 2032, increasing the annual base rent to $16,800 with
5% increases every year on July 1 thereafter, and updating the form of the license
agreement to support its wireless facilities on the Ken Dyda Civic Center
monopole; and
(2) Authorize the Mayor and City Clerk to execute the license agreement in a form
acceptable to the City Attorney.
FISCAL IMPACT: The City currently collects roughly $171,000 in annual rent for all the
ground and building leases related to the monopole at the Civic
Center. Upon approval, annual rent from SCE will increase from
$10,451.29 to $16,800, with 5% increases every year thereafter.
Amount Budgeted: $325,000
Additional Appropriation: N/A
Account Number(s): 101-300-0000-3602 (General Fund – Rental/Leases Revenue)
ORIGINATED BY: Karina Bañales, Deputy City Manager
REVIEWED BY: Same as above
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Wireless License Agreement with SCE (page A-1)
BACKGROUND AND DISCUSSION:
The City entered into its first license agreement (then referred to as a lease agreement)
in February 1988 with what is now Verizon Wireless (Verizon) for the installation and
operation of a monopole occupying leased ground adjacent to the two -story City Hall
building, with Verizon equipment occupying leased space inside the first floor of the City
Hall building. The monopole structure itself is owned and operated on Verizon’s behalf by
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RANCHO PALOS VERDES
American Tower Corporation (ATC). Verizon/ATC sublets space on the mono pole to
additional carriers in agreements to which the City is not a party; however, the City has
issued entitlements (Conditional Use Permits) to accommodate collocators and/or
modified antennas on the existing monopole, as well as entering into separate license
agreements with the collocators for ground access surrounding the monopole and for
additional space inside or adjacent to the City Hall building.
The City entered into a license agreement with what is now AT&T in November 1988 to
allow storage use on the exterior of the City Hall building , and with Southern California
Edison (SCE) in July 1994 to allow storage use on the second floor of the City Hall
building, in addition to access to the grounds surrounding the Verizon/ATC monopole .
In 2012, Staff and the City Attorney began to discuss long -term extensions of the
respective license agreements, with the intention of updating the agreements to the
standards of modern telecommunications agreements and technology, and bringing rents
in line with current market rates. A subsequent series of short-term agreements were
approved to allow time to develop new agreements.
In 2020 and early 2021, the City Council approved additional short-term extensions of the
agreements, which included increasing base rate increases to 5% and increasing the
base rent paid by Verizon. All three agreements entered into holdover terms on June 30,
2022.
Staff and the City Attorney’s Office have prepared long -term extensions of each
agreement, which reflect modern telecommunications agreements and codify bringing
each rent to modern market rate and retaining the 5% annual increase agreed to in the
most recent amendments.
The license agreement attached to this report functionally restates most of what was
stated within original agreements and amendments, clarifies the City’s role in the
relationship as the landlord, and addresses changes in telecommunications law and
practice over the previous decades, as well as increases the base rent. Further, the
agreement imposes a one-time performance bond and administrative fees payable by the
licensee to the City.
The agreement with AT&T was approved on December 6, 2022, and the agreement with
ATC will be brought before the City Council at a future meeting after final negotiations are
completed.
CONCLUSION:
Staff recommends the City Council grant a total 15-year time extension (10 years plus
one additional five-year term), with amendments, to the current City Hall monopole
license agreement. The proposed license amendment (Attachment A) would retroactively
extend the existing license until June 30, 2032, with the new terms and conditions detailed
in this report. The City would be obligated to provide SCE with 60 days’ notice of the
commencement of any reconstruction of the current Civic Center buildings or 180 days
for any other reason in order to terminate the agreements prior to June 30, 2032.
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ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for
City Council’s consideration:
1. Direct Staff to make additional modifications to the license agreement.
2. Do not extend the current license agreement with SCE and notify the carrier to
remove its respective equipment from City property within a reasonable period of
time.
3. Take other action, as deemed appropriate.
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License Agreement Between the City of Rancho Palos Verdes and Southern
California Edison for Installation of a Wireless Telecommunications Facility
on City Owned Private Property
This License Agreement for installation and use of a wireless telecommunications facility
(this "Agreement ") is made as of ___ ~ 2023 (the "Execution Date") to be effective as of
July 1, 2022 (the "Effective Date"), by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation ("City"), and SOUTHERN CALIFORNIA EDISON
COMPANY, a California corporation ("Licensee"), referred herein to each as a "Party" and
collectively the "Parties."
RECITALS
A. City owns the real property described in the attached Exhibit A commonly known
as the Rancho Palos Verdes Civic Center located at 30940 Hawthorne Boulevard in the City of
Rancho Palos Verdes, County of Los Angeles, State of California, and designated by the Los
Angeles County Assessor's Office as Assessor's Parcel Number 7573-002-913 (the "Property").
B. On July 1, 1994, City and Licensee entered in that certain Building Lease
Agreement ("Original Agreement") whereby City agreed to lease certain real property and grant a
related irrevocable, non-exclusive easement to Lessee for the construction, installation and
operation of a Wireless Telecommunications Facility (as defined herein) for an initial term of ten
(10) years beginning July 1, 1994, with options of Licensee to extend the term for two (2)
additional five (5) year periods thereafter, in exchange for payment by Licensee.
C. On November 4, 2015, City and Licensee executed a First Amendment to the
Original Agreement, which extended the term of the Original Agreement from June 30, 2014 until
June 30, 2016.
D. Effective July 1, 2016, City and Licensee entered into a Second Amendment to the
Original Agreement, which extended the term until June 30, 2019.
E. On August 18, 2020, City and Licensee executed a Third Amendment to the
Original Agreement, which extended the term from July 1, 2019 until either June 30, 2022, or until
Rancho Palos Verdes City Hall is reconstructed, and amended the rent adjustment provisions of
the Agreement.
F. The Original Agreement, as amended, has expired on its terms and City and
Licensee now desire to enter into this Agreement for Licensee's license of a certain portion of the
Property and to, among other things, implement a term beginning as of the Effective Date and
continuing until June 30, 2032, or until Rancho Palos Verdes City Ball, located at 30940
Hawthorne Blvd., Rancho Palos Verdes, CA 90275, is reconstructed as defined herein, whichever
occurs first.
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AGREEMENT
NOW THEREFORE, this Agreement is entered by and between the City and Licensee
effective as of the Effective Date listed above.
1. PREMISES
1.1 Licensed Premises. City hereby licenses to Licensee, and Licensee hereby licenses
from City, that portion of the Property described in Exhibit B as the "Licensed
Premises."
1.2 Conduit Easement Area. City also grants to Licensee during the term of this
Agreement a non-exclusive easement under that certain portion of the Property,
which non-exclusive easement shall be irrevocable during the term of this
Agreement, but which shall automatically terminate upon expiration or termination
of the Removal Period (as defined in Section 26 below), to install, operate,
maintain, repair and/or replace utility wires, cables, c.onduits and pipes under those
portions of the Property depicted on the attached Exhibit C as the "Conduit
Easement Areas" connecting the Licensed Premises with the nearest points of
utility service to the Licensed Premises, all according to plans and specifications
approved in writing in advance by City. City has approved of the placement of the
currently existing utility wires, cables, conduits and pipes that serve the Premises.
There shall be no change to Conduit Easement Area without prior written approval
of the City.
1.3 Access Easement Areas. City also grants to Licensee during the term of this
Agreement the non-exclusive right, which right shall be irrevocable during the term
of this Agreement , but which shall automatically terminate upon expiration or
termination of the Removal Period, ingress to and egress from the Licensed
Premises, on foot or motor vehicle, including half-ton or less trucks, over and across
the portions of the Property depicted on the attached Exhibit D as the "Access
Easement Areas." Licensee shall be permitted to access the Licensed Premises from ,
7 a.m. to 6 p.m. Monday through Friday, and between 9 a.m. to 5 p.m. on Saturday,
holidays excepted. Licensee is not permitted to generate any noise that will interfere
with or affect the City's operations and public use of City property and/or complies
with the current noise regulations that may be adopted or updated after the date of
this agreement. In the event the City makes repairs to or constructs improvements
over portions of the Access Easement Areas or the road leading to the entrance of
the Property which may temporarily prevent access to the Premises, City shall
endeavor to provide alternative access to the Premises to the extent it is necessary
for Licensee to perform work during such access area maintenance or repair.
1.4 Premises. The Licensed Premises, Conduit Easement Areas and the Access
Easement Areas are collectively referred to herein as the "Premises."
1.5 No Representations. Licensee hereby accepts the Premises in their current "AS-
IS" condition. City makes no representations or warranties, express or implied,
01203,0015/801398.1 2
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2. TERM
regarding title to the Property. Licensee takes its interest under the Agreement
subject to all matters of record and all title matters that would be revealed by a
diligent inspection of the Property. Licensee will defend, indemnify and hold City
harmless from and against any claims, liabilities, damages, costs and expenses
resulting from or relating to any violation by Licensee of any such title matters.
Licensee shall use Dig Alert and is responsible for coordinating with the owners of
any existing utilities on, under or over the Property.
2.1 Initial Term. The term of this Agreement shall commence on the Effective Date
and continue for ten (10) years (the "Initial Term") or until Rancho Palos Verdes
City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California
90275, undergoes reconstruction, whichever occurs first. License payments
required under Section 3 below shall commence on the Commencement Date. For
the purposes of this Agreement, "reconstruction" includes any discretionary or
necessary construction, demolition, repair, remodeling, or retrofitting activity that
interferes with Licensee's use of its Wireless Telecommunications Facilities or any
accessory equipment on the Premises such that the facilities or equipment require
removal or replacement. The decision to engage in such reconstruction shall be in
the sole discretion of the City, and City shall provide Licensee at least one hundred
eighty (180) days' notice of commencement of such reconstruction, at which
commencement the term of the Agreement shall terminate.
2.2 Extension Terms. Provided Licensee is not in default beyond any applicable cure
period under the terms of this Agreement as of the end of the Initial Term or the
end of the then-current Extended Term (defined herein), as applicable, this
Agreement shall automatically be extended for one ( 1) additional five ( 5) year term
unless Licensee terminates it at the end of the then current term by giving City
written notice of the intent to terminate at least six (6) months prior to the end of
the then current term (individually, an "Extended Term," and collectively, the
"Extended Terms") on the same terms and conditions as set forth in this Agreement
(unless expressly provided otherwise in this Agreement). Licensee shall have no
other right to extend the term of this Agreement beyond the Extended Terms.
2.3 Agreement Term. The "Agreement Term" shall mean the Initial Term, any
Extended Terms, and any month-to-month tenancy authorized in writing by City
pursuant to Section 26 below.
3. MONTHLY RENT
3 .1 Initial Year. Licensee shall pay to City in advance as "Monthly Rent," without
deduction, setoff, prior notice or demand, the sum of $1,400 per month on or before
the first (1st) day of each calendar month, commencing on the Effective Date,
provided, however, City and Licensee acknowledge and agree (a) Licensee has
paid Six Thousand Four Hundred One Dollars and 42/l00s ($6401.42) to City as
Monthly Rent payments for the first six (6) calendar months of the Initial Term and
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that (b) the next Monthly Rent payment shall be paid by Licensee to City within
thirty (30) days following the Execution Date. Monthly Rent for any partial month
shall be prorated at the rate of I/30th of the Monthly Rent per day. Monthly Rent
is subject to adjustment as provided in Section 3.2 below.
3 .2 Annual Adjustment. Beginning on the first day of the month in which the first
anniversary of the Commencement Date occurs and on the first day of the month
of each subsequent anniversary of the Commencement Date during the Agreement
Term ( each, an "Adjustment Date"), the Monthly Rent shall be increased based on
the following formula: Increased Monthly Rent = Current Monthly Rent x 105%
3.3 Administrative Fee. For purposes of offsetting costs to City in negotiating and
administering this Agreement, and not as additional rent, within forty-five ( 45) days
after the Effective Date, Licensee shall pay City a one-time administrative fee in
the amount ofOne Thousand Dollars ($1,000) ("Administrative Fee") to reimburse
the City for its legal fees incurred with this Agreement. Licensee shall indicate on
the payment that it is for "Legal Fees." The Administrative Fee does not include
fees assessed by City for Governmental Approvals ( defined herein). Licensee shall
pay all applicable fees and taxes related to any Governmental Approvals. In the
event this Agreement is terminated prior to the expiration of the Initial Term or
any Extended Term, Licensee shall not be entitled to a refund or credit of any
portion of the Administrative Fee.
3 .4 Payment. Licensee shall make all payments due under this Agreement payable to
the City by mail or by wire to City of Rancho Palos Verdes, Attn: Department of
Finance, 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 or at such
other address or to such other persons as City may from time to time designate in
writing at least fifteen (15) days prior to any Monthly Rent payment date.
3.5 Late Payment. Liquidated damages of five percent (5%) of any Monthly Rent or
any other required payment to City shall be paid by Licensee if such payment is not
paid to City on or before the tenth (10th) day after the date on which it is due. The
Parties hereby agree that such late charge represents a fair and reasonable estimate
of the costs City will incur by reason oflate payment by Licensee. In no event shall
the late charge exceed the maximum allowable by Law (as defined in Section 28.12
below). Acceptance of the late charge by City shall not constitute a waiver of
Licensee's default with respect to the overdue amount, nor prevent City from
exercising any of the other rights and remedies available to City.
3.6 Security Deposit. Concurrent with Licensee's execution of this Agreement,
Licensee shall deposit with City a security deposit (the "Security Deposit") in the
amount of Three Thousand Five Hundred Dollars ($3,500). The Security Deposit
shall be held by City as security for the faithful performance by Licensee of its
obligation to remove its Wireless Telecommunication Facility upon termination or
expiration of this Agreement. If Licensee defaults with respect to the provisions
relating to the removal of such equipment, City may, but shall not be required to,
use, apply or retain all or any part of the Security Deposit for the payment of any
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4.
amount that City may spend or become obligated to spend by reason of Licensee's
default, or to compensate City for any other loss or damage that City may suffer by
reason of Licensee's default. If Licensee removes its facilities as required by this
Agreement, the Security Deposit, or any balance thereof, shall be returned to
Licensee within sixty (60) days following the expiration of the Agreement Term.
USE; APPROVALS; REQUIRED IMPROVEMENTS; TERMINATION;
4.1 The Licensed Premises may be used by Licensee for Licensee's Wireless
Telecommunications Facility (as defined below). The Conduit Easement Areas
may be used by Licensee for underground utility connections to the Licensed
Premises. Subject to City's reasonable rules promulgated by City in writing from
time to time, which rules shall be provided to Licensee in advance in writing, the
Access Easement Areas may be used by Licensee for reasonable physical access to
the Licensed Premises by Licensee's personnel, vehicles and equipment, and
Licensee's personnel may temporarily park its motor vehicles, including half-ton
or less trucks, on City's Property in the parking lot adjacent to the Licensed
Premises to the extent such vehicles are used in conjunction with constructing,
maintaining, and operating Licensee's Wireless Telecommunications Fadlity, and
as necessary and consistent with the authorized use of the Premises. Licensee shall
use the Premises as set forth in this Section 4.1 and only for the purpose of
constructing, maintaining and operating Licensee's Wireless Telecommunications
Facility, and for no other use ("Permitted Use").
4.1.1 "Wireless Telecommunications Facility" means those certain equipment
and structures, such as antennas and microwave dishes, air conditioned
equipment shelters and base station equipment, cable, wiring, power
sources (including emergency back-up batteries), related equipment and
structures, walls and fencing, and an antenna support structure, to the extent
such equipment and structures are described and depicted in the attached
Exhibits.
4.1.2 Licensee shall not deviate from any Exhibits in any manner without City's
prior, written consent, which consent may be withheld in City's sole and
absolute discretion, unless such consent is not required in accordance with
Paragraph 5 below.
4.1.3 Licensee shall install the improvements described m the Exhibits at
Licensee's sole cost and expense.
4.1.4 Above ground or overhead utility wires, cables, conduits or pipes shall not
be used to connect utilities across the Property to the Premises. ·
4.1.5 City in its proprietary capacity hereby approves the design of the Licensed
Premises described and depicted in the Exhibits attached hereto.
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4.1.6 Subject to this Agreement, City retains the absolute right to grant the
right to use or occupy any portion of the Property, excluding the
Licensed Premises, to any otherperson or entity.
4.2 Licensee shall obtain and maintain all governmental licenses, permits, approvals or
other relief required of Licensee by any Law or deemed necessary or appropriate
by Licensee for its use of the Premises, including, without limitation, applications
for zoning variances, zoning ordinances, amendments, conditional use permits,
special use permits, and construction permits (collectively, "Governmental
Approvals"), including, without limitation, all Governmental Approvals from City
in its governmental capacity required by Law. Licensee agrees that this Agreement
does not exempt it from compliance with any Law. City shall bear no responsibility
or liability under this Agreement for Licensee's inability to make use of the
Premises for failure to obtain or maintain any required Governmental Approval,
provided however, that City shall cooperate, at no expense to City, with Licensee
in City's capacity as a real property owner, in obtaining and maintaining the
Governmental Approvals, provided that City's cooperation shall be limited to
signing applications for Governmental Approvals that require a signature from the
owner of the Property. In the event that (i) any of such applications for such
Governmental Approvals should be finally rejected; (ii) any Governmental
Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn
or terminated by governmental authority; (iii) Licensee determines that such
Governmental Approvals may not be obtained in a timely manner; (iv) Licensee
determines that any soil boring tests are unsatisfactory; (v) Licensee determines
that the Premises is no longer technically compatible for its use, or (vi) Licensee,
in its sole discretion, determines that the use of the Premises is obsolete or
unnecessary, Licensee shall have the right to terminate this Agreement prior to
using the Premises. Notice of Licensee's exercise of its right to terminate shall be
given to City in writing in accordance with Section 24 below, and shall be effective
as set forth in Section 24, or upon such later date as designated by Licensee. All
rents paid for use of the Premises up to said termination date shall be retained by
City, but City shall refund to Licensee, on a pro rata basis, the Monthly Rent pre-
paid by Licensee for the period after the termination date.
01203,0015/801398.1
Notwithstanding any other provision of this Agreement, City shall have the right to
terminate this Agreement (including any holdover term) at any time, for any reason
or no reason, upon a minimum of 180 days' advance notice to Licensee. Such
notice shall be given to Licensee by certified mail, return receipt requested, and
shall be effective on the date set forth therein, subject to compliance with this
paragraph. By the effective date of such notice, Licensee shall deliver to City a
recordable Quitclaim Deed releasing all of Licensee's interest(s) in City's Property.
On the effective date of such notice, this Agreement shall terminate, and such
termination shall relieve both parties of any further obligations under this
Agreement, although each shall continue to have any and all remedies for any
breach of a license obligation which occurred prior to the date of termination. City
shall refund to Licensee the Rent paid in advance on a pro rata basis the Monthly
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Rent prepaid by Licensee for the remainder of the Agreement Term after the date
of termination.
4.3 Except as stated herein, Licensee shall not, without the prior written consent of
City, not to be unreasonably withheld, delayed or conditioned, at any time during
the Term: (i) add or expand utilities, equipment, antennas and/or conduits to the
Wireless Telecommunications Facility beyond what is identified in Exhibits; (ii)
sublet any portion of the Wireless Telecommunications Facility or Premises to a
third party as set forth in Section 11 below; or (iii) otherwise allow' a third party to
use the Wireless Telecommunications Facility or Premises as set forth in Section
11 below. Licensee acknowledges that City may withhold consent in its reasonable
discretion for any such activities which will materially and adversely impact the
Property or the use thereof by City and/or other Licensees, and may require
payment of reasonable additional rent as a condition of any consent to sublet or
otherwise allow a third party to use the Wireless Telecommunications Facility as
provided herein.
5. ALTERATIONS AND IMPROVEMENTS. No other alterations, additions or changes
shall be made to the Premises unless and until Licensee first obtains City's written approval of
such, which approval may be withheld by City in City's sole and absolute discretion; however,
City's consent shall not be required for equipment repairs or for replacements with equipment that
is of a "like kind" (i.e., substantially the same), provided that in the case of replacement(s),
Licensee delivers to City at least ten (10) days' prior written notice of such replacement(s) together
with a written explanation as to how the replacements are "like kind" and provided, further, that
such replacements shall not increase any overall dimension of the Wireless Telecommunications
Facility and no additional cabinets, antennas or other additions or expansions shall be permitted.
The foregoing shall not affect the obligation of Licensee to obtain Governmental Approvals from
City in its governmental capacity, if required under applicable Laws.
6. CONDITIONS OF CONSTRUCTION.
6.1 All work by Licensee on the Premises shall comply with such reasonable rules as,
City may promulgate in writing from time to time.
6.2 Licensee shall give written notice to City upon commencement of construction.
6.3 Installation and construction of the Wireless Telecommunications Facility shall be
accomplished in such a manner that it will not interfere with or be a source of danger
to persons or property on or near the Property or surrounding properties. Nor shall
installation and constructions interfere with the services provided by the City,
resources provided to the City, and/or the City's or public's use of City Property.
6.3.1 Licensee may perform and obtain, at Licensee's sole cost and expense, soil
borings, percolation tests, engineering procedures, environmental
investigation or other tests or reports on, over, and under the Premises, as
necessary to determine if Licensee's use of the Premises will be compatible
with Licensee's engineering specifications, system, design, operations or
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Governmental Approvals. Licensee shall obtain all required Governmental
Approvals and notify City in writing prior to any soil borings, percolation
tests, or any other invasive tests on Premises. Licensee shall promptly
repair any damage to the Premises and the Property caused by Licensee's
tests, inspections and investigations, and restore the Premises and the
Property to as good a condition as existed immediately before such damage
or alteration occurred. Licensee is responsible for the removal and disposal
(in accordance with applicable law) of any soil resulting from Licensee's
tests, inspections and investigations.
6.3.2 The plans and designs for the construction and installation of the Wireless
Telecommunications Facility shall be subject to the prior written approval
of City. City, in its proprietary capacity, hereby approves the plans and
designs for the Wireless Telecommunications Facility attached hereto as
Exhibits, and such approval does not substitute for or replace required
Governmental Approvals. The determination of whether Licensee's
Wireless Telecommunication Facility are in compliance with this
Agreement and the plans and designs shall be made in writing by City.
6.3.3 Any design or installation method which will interfere with or limit City's
use of the Property shall be prohibited unless approved in writing in advance
by City. City's approval or disapproval of the design or installation of the
Wireless Telecommunications Facility shall not alter or diminish any
responsibility, liability, or indemnity assumed by Licensee under this
Agreement.
6.3.4 Once the construction and installation work has begun, Licensee shall
prosecute all construction and installation to completion with due diligence.
6.4 All work on the Premises shall be performed in a good and workmanlike manner,
shall substantially comply with the plans and specifications submitted to City and
shall comply with all applicable Laws. Licensee shall pay for all costs and expenses
associated with construction and installation done by Licensee, or on behalf of
Licensee, on the Premises as permitted or required by this Agreement.
7. UTILITIES AND SERVICES. Licensee shall make all arrangements for and directly
pay for all utilities and services furnished to or used by it, including, without limitation, electricity,
gas, water and telephone service (if any), and for all connection charges. Licensee shall install, at
Licensee's sole cost and expense, a separate meter for each utility it utilizes. If Licensee fails to
pay when due any charge, lien or expense for any such utility or service, City may in its sole
discretion pay the same, and any amount so paid by City shall be paid by Licensee to City within
thirty (30) days after City gives Licensee written demand, including reasonable supporting
documentation. t\
7 .1 Licensee may, at its expense, and with City's prior written consent and approval,
install, operate and maintain a temporary transportable power generator and related
transportable fuel storage tank at the Premises.
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8. MAINTENANCE
8.1 Licensee, at its sole cost and expense, shall at all times maintain in good order,
condition, cleanliness, and repair, reasonable wear and tear excepted, any
improvements made by Licensee pursuant to this Agreement, and the Premises and
every part of the Premises, including all equipment within the Premises. If Licensee
fails to promptly make repairs or maintain any improvements or landscaping, City
shall have the right to do so and Licensee shall pay the reasonable cost and expenses
thereof within thirty (30) · days after written demand with supporting
documentation. All maintenance work by Licensee on the Premises shall comply
with such reasonable rules as City may promulgate in writing from time to time
regarding construction and maintenance in or on the applicable Property and of
which Licensee is provided written notice. All maintenance work shall be
conducted during the hours of 7 a.m. and 6 p.m. Monday through Friday, and 9 a.m.
and 5 p.m. on Saturday, holidays excepted and shall not be unreasonably loud or
disruptive. In the event any such routine maintenance is unreasonably loud or
disruptive, the City may provide Licensee notice of the same by calling Licensee
at 949-587-5500 and Licensee shall cease such unreasonably loud or disruptive
maintenance promptly following receipt of notice of the same as set forth in this
Section 8.1. When the Licensee must conduct maintenance work on an emergency
basis, the Licensee shall notify the City as soon as reasonably practicable.
8.2 Licensee shall also promptly repair at its sole cost and expense any damage to the
Property caused by Licensee or its employees, agents, contractors or sublicensees,
and restore the Property to as good a condition as existed immediately before such
damage occurred. In the event Licensee fails to repair such damage within thirty
(30) days after delivery of City's written notice, City may repair the damage and
Licensee shall reimburse the City for such costs within thirty (30) days of delivery
of City's written notice, which shall include an invoice and reasonable supporting
documentation from the City.
8.3 Notwithstanding any other provision of this Agreement, if Licensee's Wireless
Telecommunications Facility creates an imminent and substantial risk of harm to
persons or property, City may (but is not obligated to) without advance notice,
perform reasonable work to reduce or mitigate such risk of harm; provided,
however, City shall notify Licensee by telephone as soon thereafter as reasonably
practicable. In such event, Licensee shall pay the reasonable cost and expenses
thereof within thirty (30) days after written demand.
9. INTERFERENCE
9 .1 Licensee shall use the Premises in a manner which does not create a danger to, or
interfere with, the Property or any use or occupancy of the Property by City, the
public, or any other licensee or lessee whose use or occupancy of the Property
predates that of Licensee. Licensee shall not do or permit anything to be done in or
about the Premises, nor bring or keep anything therein, which will in any way
increase the existing rate of or affect any fire or other insurance upon the Property,
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or cause a cancellation of any insurance policy covering the Property or any part of
the Property or any of its contents. Licensee shall not cause, maintain or permit any
nuisance in, on or about the Property. Licensee shall not commit or allow to be
committed any waste in or upon the Premises.
9 .2 Licensee shall not install on the Premises equipment of the type and frequency
which will cause harmful interference which is measurable in accordance with then
existing industry standards to any equipment of other licensees or users of the
Property which existed on the Property pri,or to the original installation of
Licensee's Wireless Telecommunication Facilities or to any equipment of City
regardless oflocation. In the event Licensee desires to add additional equipment to
the Premises, after obtaining City's written approval pursuant to Section 6, such
additional equipment shall not cause harmful interference with equipment then-
existing as of the date of installation of other Licensee s or users of the Property, or
any equipment of City regardless of location.
9.3 Licensee shall resolve any radio interference caused by Licensee's Wireless
Telecommunications Facility to equipment of any other Licensee s or users of
Property existing as of the Effective Date, or to equipment of City regardless of
location, and shall work in good faith to correct radio interference problems
experienced by subsequent Licensees or users of Property.
9.4 In the event any modification of Licensee's Wireless Telecommunications Facility
occurring after the initial installation causes such interference, and after City has
notified Licensee in writing of such interference, Licensee will promptly take all
steps necessary to correct and eliminate the interference, including, without
limitation, at Licensee's option, powering down such equipment and later powering
up such equipment for intermittent testing. In no event will City be entitled to
terminate this Agreement or relocate the equipment as long as Licensee is making
a good faith effort to remedy the interference issue.
9.5 The Parties acknowledge that there will not be an adequate remedy at law for
noncompliance with the provisions of this Section 9 and therefore, either Party shall
have the right to equitable remedies, such as, without limitation, injunctive relief
and specific performance.
10. ASSIGNMENT AND SUBLETTING
10.1 Licensee shall not, either voluntarily or by operation of law, assign, transfer,
mortgage, pledge, hypothecate or encumber this Agreement or any interest herein,
or any right or privilege to this Agreement, or sublet all or any portion of the
Premises, or allow any other person (the employees, agents, servants and
contractors of Licensee excepted) to occupy or use the Premises, or any portion
thereof, without first obtaining the consent of City, which consent may be withheld
in the City's sole and absolute discretion.
01203.0015/801398.1 10
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11.
12.
10.2 Notwithstanding the foregoing, City consent shall not be required if all of the
following conditions are satisfied:
(a) Licensee delivers to City prior written notice of the applicable transaction
together with written evidence that the transaction complies with the
following clause (i) such that City's consent is not required.
(i) The proposed assignee is (i) a corporation or partnership (a
"Parent") having, directly or indirectly, a majority (51 % or greater)
ownership interest in Licensee , (ii) a corporation or other entity with which
Licensee and/or any Parent may merge or consolidate, (iii) a purchaser of
substantially all of the outstanding ownership units or assets of Licensee
and/or any Parent, and/or (iv) any transferee of Licensee's Federal
Communications Commission cellular license in the market defined by the
FCC in which the Property is located.
10.3 City's consent to one assignment, subletting, occupation or use by any other person
shall not be deemed to be a consent to any subsequent assignment, subletting,
occupation or use by another person. Neither the City's consent to any subletting
or assignment, or any subletting or assignment not requiring consent, shall relieve
Licensee from liability under this Agreement. Any assignment, sublicense or
transfer shall be subject to all of the terms, covenants and conditions of this
Agreement and the assignee, sublessee or transferee shall expressly assume for the
benefit of City the obligations of Licensee under this Agreement by a document
reasonably satisfactory to City.
10.4 Any assignment or subletting in violation of this Section 10 shall be void, and shall,
at the option of City, constitute a default under this Agreement.
10.5 If City consents to Licensee subletting a portion of the Premises in accordance with
this Section 10, Licensee may only sublet space in the Licensed Premises. In the
event a third party wishes to collocate equipment on Licensee's Wireless
Telecommunications Facility, such third party shall be required to enter into ah
ag.reement directly with the City for said use. Any sublicense that is entered into
shall be subject to and subordinate to the provisions of this Agreement.
[RESERVED]
ENVIRONMENTAL LIABILITY AND HAZARDOUS SUBSTANCES
12.1 Except as described in the last paragraph of this Section 12, Licensee shall not cause
or permit any "Hazardous Substances" (as defined below) to be used, stored,
generated or disposed of, on or in the Property by Licensee, Licensee 's agents,
employees, servants or contractors without first obtaining City's written consent
and/or following any and all applicable permitting requirements.
01203.0015/801398.l 11
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12.2 If Hazardous Substances are used, stored, generated or disposed of on or in the
Premises (including as described in the last paragraph of this Section 12) by
Licensee or if the Property becomes contaminated in any manner for which
Licensee is legally liable, Licensee shall indemnify and hold harmless the City
Indemnitees from any and all Claims Against City (including, without limitation, a
decrease in value of the Property, damages caused by loss or restriction of rentable
or usable space, or any damages caused by adverse impact on marketing of the
space, and any and all sums paid for settlement of claims, reasonable attorneys',
consultant, and expert fees) arising during or after the term of this Agreement and
to the extent arising as a result of that contamination, except to the extent caused
by City or City's agents, employees or contractors. This indemnification includes,
without limitation, any and all reasonable costs incurred because of any
investigation of the site or any cleanup, removal or restoration mandated by a
federal, state or local agency or political subdivision. Without limitation of the
foregoing, if Licensee causes or permits the presence of any Hazardous Substance
on the Property which results in contamination, Licensee shall promptly, at
Licensee's sole cost and expense, take any and all necessary actions to return the
applicable Property to the condition existing prior to the presence of any such
Hazardous Substance on the Property or as close as reasonably possible to such
prior condition and in any event, to a condition which complies with Law and
requires no further action or remediation. Licensee shall first obtain City's approval
for any such remedial action, which City agrees not to unreasonably withhold,
condition or delay. The provisions of this Section 12 shall be in addition to, and
does not limit, the obligations set forth in Section 13 of this Agreement , or other
obligations and liabilities Licensee may have to City at law or equity and shall
survive the expiration or the termination of this Agreement.
12.3 For purposes of this Agreement, the term "Hazardous Substance" means any
substance, chemical, pollutant or waste that is hazardous, toxic, dangerous,
ignitable, reactive or corrosive and that is regulated by any local government, the
State of California, or the United States Government. "Hazardous Substance" also
includes, without limitation, any and all materials or substances that are defined by
Law as "hazardous waste," "extremely hazardous waste" or a "hazardous
substance." "Hazardous Substance" also includes, but is not limited to, asbestos,
polychlorobiphenyls and oil, petroleum and their by-products.
13. INSURANCE AND INDEMNIFICATION
13.1 Insurance Coverages. Without limiting Licensee's indemnification of City, and
prior to commencement of any services under this Agreement, Licensee shall
obtain, provide and maintain at its own expense during the term of this Agreement,
policies of insurance of the type and amounts described below.
(a)
01203.0015/801398. l
General liability insurance. Licensee shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services
Office form CG 00 01, in an amount of $2,000,000 per occurrence,
$4,000,000 general aggregate, for bodily injury, personal injury, and
12
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property damage. The policy must include contractual liability that has not
been amended. Any endorsement restricting standard ISO "insured
contract" language will not be accepted.
(b) Automobile liability insurance. Licensee shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the Licensee
arising out of or in connection with Services to be performed under this
Agreement, including coverage for any owned, hired, non-owned or rented
vehicles, in an amount of $1,000,000 combined single limit for each
accident.
(c) Workers' compensation insurance. Licensee shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance (with limits of $1,000,000).
( d) Self-Insurance. Licensee may self-insure all the insurance requirements of
this Section 13. Insurance and Indemnification.
13 .2 General Insurance Requirements.
(a)
(b)
(c)
(d)
01203.0015/801398.1
Proof of insurance. Licensee shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver
of subrogation endorsement for workers' compensation. Insurance
certificates and endorsements must be provided to the City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this Agreement.
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
Duration of coverage. Licensee shall procure and maintain for the duration
of this Agreement insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with the
performance of the Services hereunder by Licensee, its agents,
representatives, employees or subconsultants.
Primary/noncontributing. Coverage provided by Licensee shall be primary
and any insurance or self-insurance procured or maintained by City shall
not be required to contribute with it. The limits of insurance required herein
may be satisfied by a combination of primary and umbrella or excess
insurance. Any umbrella or excess insurance shall contain or be endorsed
to contain a provision that such coverage shall also apply on a primary and
non-contributory basis for the benefit of City before the City's own
insurance or self-insurance shall be called upon to protect it as a named
insured.
City's rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or 1s
13
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(e)
(f)
(g)
(h)
(i)
U)
(k)
01203.0015/801398.1
canceled and not replaced, City has the right but not the duty to obtain the
insurance it deems necessary, but only after Licensee has had ten (10)
business days to cure the non-compliance from, date of such notice from the
City, and any premium paid by City will be promptly reimbursed by
Licensee or City will withhold amounts sufficient to pay premium from
Licensee payments. In the alternative, City may cancel this Agreement.
Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance or that is on the List of Approved Surplus Line
Insurers in the State of California, with an assigned policyholders' Rating
of A-(or higher) and Financial Size Category Class VI (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless
otherwise approved by the City's Risk Manager.
Waiver of subrogation. The commercial general liability, auto liability and
workers' compensation insurance policies maintained or procured pursuant
to this agreement shall be endorsed to waive subrogation against City, its
elected or appointed officers, agents, officials, employees and volunteers or
shall specifically allow Licensee or others providing insurance evidence in
compliance with these specifications to waive their right of recovery prior
to a loss. Licensee hereby waives its own right of recovery against City
Enforcement of contract provisions (non-estoppel). Licensee acknowledges
and agrees that any actual or alleged failure on the part of the City to inform
Licensee of non-compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
Requirements not limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
Notice of cancellation. Licensee shall provide to City with a thirty (30) day
notice of cancellation (except for nonpayment for which a ten (10) day
notice is required) or nonrenewal of coverage for each required coverage.
Additional insured status. The commercial general liability and auto
liability insurance policies shall provide or be endorsed to provide that City
and its officers, officials, employees, and agents, and volunteers shall be
additional insureds under such policies.
Separation of insureds. A severability of interests provision must apply
under the commercial general liability insurance policy ensuring that
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Licensee's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the insurer's limits
ofliability. The policy(ies) shall not contain any cross-liability exclusions.
(1) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of
insurance required by giving the Licensee ninety (90) days advance written
notice of such change.
(m) Timely notice of claims. Licensee shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
13.3 Indemnification. To the full extent permitted by law, Licensee agrees to indemnify,
defend and hold harmless the City, its elected and appointed officials, officers,
employees, volunteers and agents ("Indemnified Parties") against, and will hold
and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property,
losses, costs, penalties, obligations, errors, omissions or liabilities whether actual
or threatened (herein "claims or liabilities") that may be asserted or claimed by any
person, firm or entity arising out of or in connection with the negligent performance
of the work, operations or activities provided herein of Licensee, its officers,
employees, agents, subcontractors, invitees, or any individual or entity for which
Licensee is legally liable ("Indemnitors"), or arising from Licensee's or
Indemnitors' reckless or willful misconduct, or arising from Licensee's or
Indemnitors' negligent performance of or failure to perform any term, provision,
covenant or condition of this Agreement, except claims or liabilities occurring as a
result of City's sole negligence or willful acts or omissions. The indemnity
obligation shall be binding on successors and assigns of Licensee and shall survive
termination or expiration of this Agreement.
14. RESERVATIONS. City reserves (and may grant) such easements through the Property
(including the Conduit Easement Areas and the Access Easement Areas) that City deems necessary
or desirable, including, without limitation, the right to construct, improve, use, maintain and repair
utilities, services, pipes and conduits, so long as such easements do not unreasonably interfere with
the use of the Premises by Licensee ( except that, in the case of an emergency, City will be entitled
to interfere with Licensee 's use to the extent necessary, in City's good faith discretion, to properly
address the emergency).
15. RIGHT OF ACCESS
15 .1 City and City's officers, employees, consultants, and agents shall, upon not less
than forty-eight ( 48) hours prior written notice to Licensee , except in the event of
emergency in which case no prior notice shall be required (but City shall notify
Licensee of such access as soon as possible thereafter), have at all reasonable times
the right to enter the Premises, in the presence of a Licensee representative, for the
01203.0015/801398.1 15
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purpose of inspecting the same, posting notices of non-responsibility or any other
notices required by Law for the protection of City, doing any work that City is
permitted or required to perform under this Agreement, and making any reasonable
maintenance or repairs to the Premises that City determines may be required. Any
inspection of the Premises shall be performed while in the presence of a Licensee
representative provided Licensee makes a Licensee representative available for that
purpose. Licensee shall provide City with keys allowing access to any locked
portions of the Premises; provided, however, that City shall not be permitted to use
such keys to access the Premises except after giving the notice required by this
Section l 5or unless in the event of an emergency. In conducting its activities on the
Premises as allowed in this Section 15, City shall use good faith efforts to attempt
to minimize the inconvenience, annoyance or disturbance to Licensee, provided
that the City shall not be liable therefor. Licensee shall not be entitled to an
abatement or reduction of Monthly Rent if City exercises any rights reserved in this
Section 15.
15.2 Licensee shall provide to City, and maintain current, an emergency telephone
number at which a live person is available twenty-four (24) hours per day, seven
(7) days per week who is capable of causing an immediate response by Licensee in
the case of an emergency. The initial emergency contact telephone number is 949-
587-5500, which may be changed by Licensee upon written notice to City.
16. TAXES AND ASSESSMENTS
16.1 Licensee shall pay or cause to be paid, before delinquency, any and all taxes,
assessments or charges levied and assessed against its interest in the Premises, upon
all of Licensee's improvements, equipment, furniture, fixtures, and any other
personal property located in or on the Premises, or which may become a lien against
the Licensee's interest in the Premises or its property. Licensee shall co-operate
with the Los Angeles County Assessor in providing any information necessary for
the Assessor to make a property tax determination.
16.2 If for any reason Licensee's Wireless Telecommunications Facility is assessed for
tax purposes as part of the Property, Licensee shall reimburse City for any increase
in City's taxes attributable to the value or cost of Licensee's Wireless
Telecommunications Facility. Reimbursement shall be due thirty (30) days
following Licensee's receipt of a written request and reasonable evidence of the
mcrease.
17. LICENSEE'S DEFAULT. The occurrence of any one or more of the following events
shall constitute a default and breach of this Agreement by Licensee:
17 .1 The vacating or abandonment of the Premises by Licensee;
17.2 The failure by Licensee to make any payment of Monthly Rent or any other
payment required to be made by Licensee hereunder, as and when due, where such
01203.0015/801398.l 16
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failure shall continue for a period of five (5) business days after written notice
thereof is given to Licensee by City;
17.3 The failure by Licensee to observe or perform any of the covenants, conditions or
provisions of this Agreement to be observed or performed by Licensee, other than
described in Section 17.2 above, where such failure shall continue for a period of
thirty (30) days after City gives written notice of such failure 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 shall not be deemed to be
in default if Licensee commences such cure within such thirty (30) day period and
thereafter diligently prosecutes such cure to completion; or
17.4 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 ofa 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 Agreement, 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 Agreement, where such seizure is not discharged within
thirty (30) days.
18. DEFAULT BY CITY. City shall not be in default unless City fails to perform obligations
required of City within thirty (30) days after Licensee gives City written notice specifying wherein
City has failed to perform such obligation; provided, however, that if the nature of City's obligation
is such that more than thirty (30) days are required for performance then City shall not be in default
if City commences performance within such thirty (30) day period and thereafter prosecutes the
same to completion in good faith.
19. [RESERVED]
20. REMEDIES ON DEFAULT
20.1 Upon a default, and after receipt of written notice of such default by the defaulting
Party, and expiration of the defaulting Party's cure period as provided in this
Agreement, the non-defaulting Party may at its option (but without obligation to do
so), perform the defaulting Party's duty or obligation on the defaulting Party's
behalf, including but not limited to obtaining required insurance policies. The
reasonable costs and expenses of any such performance by the non-defaulting Party
shall be due and payable by the defaulting Party upon receipt of an invoice from
the non-defaulting Party that describes the costs and expenses with particularity.
The defaulting Party shall pay to the non-defaulting Party upon demand, the full
invoiced amount thereof with interest thereon from the date of payment at the
statutory interest rate permitted by California Civil Code Section 3289(b ).
01203.0015/801398.l 17
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Notwithstanding the foregoing, nothing in this Agreement will be deemed to permit
Licensee to withhold or offset rent or any other amounts owed to Licensor.
20.2 In the event of an uncured default by either Party with respect to a material
provision of this Agreement which remains uncured beyond all applicable cure
periods, the non-defaulting Party may, in addition to any other remedies which may
be available hereunder and all rights described in California Civil Code Section
1951.4, terminate the Agreement and/or pursue any remedy now or hereafter
available to the non-defaulting Party under the Laws or judicial decisions of the
state in which the Premises are located; provided, however, that the non-defaulting
Party shall use reasonable efforts to mitigate its damages in connection with a
default by the defaulting Party.
21. LIMITATION OF CITY'S LIABILITY. In no event shall City be liable to Licensee or
any of Licensee's officers, partners, affiliates, subsidiaries, customers, lessees, licensees,
sublessees, sublicensees, assignees, agents, representatives, contractors, servants, or employees for
any lost revenue, lost profits, anticipated profits, penalties of any kind or description, loss of
technology, rights or services, incidental, punitive, indirect, special or consequential damages, or
monetary damages of any kind, 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.
22. RECONSTRUCTION AND/OR RELOCATION.
22.l In the event Licensee's improvements on the Premises, or the Premises, are
damaged by fire or other perils covered by extended coverage insurance, Licensee
agrees to repair the damage, and this Agreement shall remain in full force and
effect. In the event the improvements are damaged as a result of any cause other
than the perils covered by fire and extended coverage insurance, either Party shall
have the option to give notice to the other Party at any time within sixty (60) days
after such damage, terminating this Agreement as of the date specified in such
notice (which date shall be no more than thirty (30) days after the giving of such
notice). In the event of giving such notice, this Agreement shall expire and all
interest of Licensee in the Premises shall terminate on the date so specified in such
notice and the rent, reduced by a proportionate reduction, based upon the extent, if
any, to which such damage interfered with the business carried on by Licensee in
the Premises, shall be paid up to date of such termination.
22.2 It is understood and agreed that during the term of the Agreement, City may need
to redevelop the Property. In the event City redevelops the Property, Licensee
agrees that City may require Licensee to relocate the Premises to other locations on
the Property, such location being at City's sole and absolute discretion (the
"Replacement Premises"); provided, however, the Replacement Premises shall be
similar to the current Premises in size and compatible for Licensee's Wireless
Telecommunications Facility. Licensee also agrees that it shall cause such
relocation to be accomplished within twelve (12) months after City delivers to
Licensee written notice from City requesting Licensee to relocate, including
01203.0015/801398.l 18
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obtaining all Governmental Approvals required for the relocation. Licensee further
agrees that any and all costs attributable to such relocation shall be borne and paid
for by Licensee; provided, however, in lieu of relocating, Licensee shall have the
option of terminating this Agreement by providing City with written notice of its
election to do so and removing all component parts of the Licensee's Wireless
Telecommunications Facility from the Premises prior to the date City required
Licensee to complete the relocation of the Property. Licensee shall be permitted to
operate a temporary facility at the Property (e.g., cell on wheels) in a location
reasonably approved by City during any such relocation; provided that Licensee
has obtained all required Governmental Approvals. Licensee hereby WAIVES
ALL RELOCATION RIGHTS AND BENEFITS UNDER CALIFORNIA LAW
IN CONNECTION WITH ANY SUCH RELOCATION OR AGREEMENT
TERMINATION.
23. EMINENT DOMAIN. If all or any part of the Premises shall be taken or appropriated by
any authority under the power of eminent domain, either Party shall have the right, at its option,
within sixty (60) days after such taking, to terminate this Agreement upon thirty (30) days' notice.
If neither Party elects to terminate as herein provided, the rent thereafter to be paid shall be
equitably reduced. In the event of any taking or appropriation whatsoever, City shall be entitled to
any and all awards and/or settlements that may be given (other than awards for the taking of
Licensee's personal property and/or trade fixtures), and Licensee shall have no claim against City
for the value of any unexpired term of this Agreement.
24. NOTICE. Except as otherwise required by Law, any notice, request, direction, demand,
consent, waiver, approval or other communication required or permitted to be given hereunder
shall not be effective unless it is given in writing and shall be delivered (a) in person, by certified
mail, postage prepaid, return receipt requested, or ( c) by a commercial overnight courier that
guarantees next day delivery and provides a receipt, and addressed to the Parties at the addresses
stated below, or at such other address as either Party may hereafter notify the other in writing as
aforementioned:
01203.0015/801398.1
Licensee: Southern California Edison
Vegetation & Land Management
Distribution Acquisitions
2 Innovation Way, 2nd Floor
Pomona, CA 91768
City: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90274-5391
With a copy to the City Attorney: Aleshire and Wynder, LLP
19
18881 Von Karman Ave., Suite 1700
Irvine, CA 92612
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Service of any such notice or other communications so made shall be deemed effective on the day
of actual delivery ( whether accepted or refused), as shown by the addressee's return receipt if by
certified mail, and as confirmed by the courier service if by courier; provided, however, that if
such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-business day,
then such notice or demand so made shall be deemed effective on the first business day following
the day of actual delivery. No communications via facsimile or electronic mail shall be effective
to give any notice, request, direction, demand, consent, waiver, approval or other communications
under this Agreement unless agreed to in writing by the City.
25. SUCCESSORS. Each and every one of the terms, covenants, and conditions of this
Agreement shall inure to the benefit of and shall bind, as the case may be, not only the Parties,
but each and every one of the heirs, executors, administrators, successors, assigns, and legal
representatives of the Parties; provided, however, that any subletting or assignment by Licensee
of the whole or any part of the Premises or any interest therein shall be subject to the provisions
of Section 11 above.
26. HOLDING OVER. If Licensee, with City's written consent, remains in possession of the
Premises after expiration or termination of the Agreement Term, such possession by Licensee shall
be deemed to be a month-to-month tenancy, terminable on thirty (30) days' written notice given
at any time by either Party, at a monthly rental equal to one hundred fifty percent (150%) of the
Monthly Rent in effect immediately prior to expiration or termination. All provisions of this
Agreement except those pertaining to rent and term shall apply to the month-to-month tenancy.
27. SURRENDER. City agrees and acknowledges that all of the Wireless Telecommunication
Facility, including, without limitation, antenna structures, equipment, conduits, fixtures and
personal property of Licensee installed or placed by Licensee in the Premises shall remain the
property of Licensee ("Licensee's Property"), and Licensee shall have the right to remove
Licensee's Property at any time during the term of this Agreement, whether or not such items are
considered fixtures and attachments to real property under applicable laws, provided that Licensee
promptly repairs any damage caused by or related to such removal. At the expiration or within
ninety (90) days after the earlier termination of the term of this Agreement ("Removal Period"),
Licensee shaUsurrender the Premises to City in the same condition as received unless otherwise
agreed to by the City, reasonable wear and tear excepted (and if applicable, with the Licensee's
Property removed and all damage caused thereby, or related thereto, repaired, and any foundation
removed down to two feet (2') below grade level). If such Removal Period causes Licensee to
remain on the Premises after expiration or earlier termination of this Agreement, the provisions of
Section 26 above shall apply until such time as the removal of the Wireless Telecommunications
Facility is completed. If improvements or equipment remain after the Removal Period ends, City
may remove and dispose of such improvements, equipment, or both, without liability to Licensee,
and repair the Premises. Licensee shall reimburse City for such removal, disposal, and repair
within thirty (30) days after written demand from City, including reasonable supporting
documentation. The obligations set forth in this Section 27 shall survive the expiration or earlier
termination of this Agreement.
01203,0015/801398.1 20
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Agreement. This Agreement shall not be effective or binding on any Party until
approved by the City Council of the City and fully executed by both Parties.
I
28.9 Inability to Perform; Force Majeure. The time stated in this Agreement for the
performance of any act ( other than the payment of money) by either Party shall be
extended for the period of time that the Party shall be delayed or prevented from
performing by reason of strikes, acts of nature, or any causes beyond the reasonable
control of the Party ("Force Majeure") claiming the extension (excluding inability
to make payments), provided that the Party claiming the extension has notified the
other of such delay or prevention within fifteen ( 15) days of the inception thereof,
and has thereafter notified the other Party of the status of such delay or prevention
not less often than once every fifteen (15) days.
28.10 Partial Invalidity. Any provision of this Agreement which shall be held by a court
of competent jurisdiction to be invalid, void or illegal shall in no way affect, impair
or invalidate any other provision hereof and such other provisions shall remain in
full force and effect; provided, however, in the event a court of competent
jurisdiction in a final judicial action determines that any provision providing for the
payment of or the amount of Monthly Rent is invalid, void, or illegal, the City in
its sole and absolute judgment may, within one-hundred and twenty (120) days of
such decision, unilaterally terminate this Agreement by written notice to Licensee.
28.11 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive
but shall, whenever possible, be cumulative with all other remedies at law or in
equity.
28.12 Compliance with Laws. agrees to comply with all Laws in the exercise of its rights
and performance of its obligations under this Agreement. "Laws" or "Law" as used
in this Agreement means any and all statutes, constitutions, ordinances,
resolutions, regulations, judicial decisions, rules, tariffs, administrative orders,
certificates, orders, directives, judgments, decrees, permits, approvals or other
applicable requirements of City or other governmental entity or agency having joint
or several jurisdiction over the Parties, the Premises, the operations of Licensee on
the Premises or having jurisdiction that is applicable to any aspect of this
Agreement (including, without limitation, Federal Communications Commission
(FCC) Radio Frequency (RF) sign posting requirements, and Federal
Communications Commission regulations relating to RF emissions) that are in
force on the Effective Date and as they may be enacted, issued or amended during
the Agreement Term. City shall be entitled to conduct its own testing and/or not
more than once per year, upon forty-five ( 45) days prior written notice to Licensee,
require Licensee to employ the services of an independent RF Engineer to test RF
emission levels attributable to the Wireless Telecommunications Facility and to
certify Licensee's compliance with this Section 28.12.
28.13 Governing Law and Venue. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations, including any non-contractual
claims, shall be governed by the domestic law of the State of California, without
01203.0015/801398.1 22
A-22
regard to its laws regarding choice of applicable law. Any proceeding or action to
enforce this Agreement shall occur in the federal court with jurisdiction over Los
Angeles County and the state courts located in Los Angeles County, California.
28.14 Estoppel. Each Party agrees to furnish to the other such truthful estoppel
information in a form mutually agreeable to the Parties, as the other may reasonably
request within forty-five ( 45) calendar days of the Party's receipt of such request.
28.15 Attorneys' Fees. Iflegal action is brought by either Party because of a breach of.
this Agreement or to enforce a provision of this Agreement, the prevailing party is
entitled to recover reasonable attorneys' fees and court costs.
28.16 Survival of Terms. All of the terms and conditions in this Agreement related to
payment, removal due to termination or expiration, insurance, indemnification,
hazardous substances, limits of City's liability, attorneys' fees and waiver shall
survive expiration or earlier termination of this Agreement.
28.17 Authority of Licensee . The person executing this Agreement on behalf ofLicensee
represents and warrants that he or she is duly authorized to execute and deliver this
Agreement on behalf of Licensee, in accordance with the formation and
organizational documents of Licensee, and that this Agreement is binding upon
Licensee.
28.18 City's Approvals. Neither City's execution of this Agreement nor any consent or
approval given by City hereunder in its capacity as City shall waive, abridge, impair
or otherwise affect City's powers and duties as a governmental body. Any
requirements underthis Agreement that Licensee obtain consents or approvals of
City are in addition to and not in lieu of any requirements of law that Licensee
obtain governmental approvals or permits.
28.18.1 The City Manager shall have the authority, but not the obligation, to give
all consents and approvals on behalf of City.
28.19 No Third Party Beneficiaries. The Parties shall not be obligated or liable under this
Agreement to any Party other than each other. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
28.20 Memorandum of Agreement. Concurrently with its execution and delivery of this
Agreement , Licensee shall also execute and deliver to City a memorandum of
Agreement in the form attached hereto as Exhibit G (duly acknowledged by a
notary) which City may then execute and record. Licensee shall, within thirty (30)
days following expiration or termination of this Agreement, execute and deliver to
City a quitclaim deed and termination of the memorandum of Agreement with
respect to the Premises, in recordable form, designating City as transferee.
[SIGNATURES ON FOLLOWING PAGE]
01203.0015/801398.1 23
A-23
IN WITNESS WHEREOF , the parties hereto have executed this Agreement on the date
and year first-above written.
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder , City Attorney
CITY:
CITY OF RANCHO PALOS VERDES , a
municipal corporation
Barbara Ferraro , Mayor
LICENSEE:
EDISON
COMP NY, a Californi Corporation
Title : enior Manager
Land Acquisitions &
Government Lands
Address: 2 Inn ovati on Way
Pomona, CA 91768
Two corporate officer signatures required when Contractor is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF lNCORPORATION, OR OTHER RULES OR
REGULATlONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY.
01 203.00I 5/8 01 39 8.1 24
A-24
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which th is certificate is attached , and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNlA
COUNTY OF LOS ANGELES
On feb . i , 2 023 before me ,\Ja.~ llltSCkd@~ p erso na lly appeared Jmi~ ~wna:... , proved to me 011 the
basis of sati sfactory evidence to be the pers onW whose nam e~@~ subscribed to the within in strument and
acknowledged to me that ~~~ executed the same in ~).:I"/tl>e:rr authorized capacity(~, and that by
@~~r s ig nature.K) on th e in strum e nt th e person ~, or the entity upon be half of which the perso ~ acted ,
executed th e instrum ent.
I certify under PENAL TY OF PERJURY under the law s of the State of California that the foregoing paragraph is true
a nd correct.
WITNESS my
Signature: --------A-,~~L.1-.~'------------
········~ VANESSA iNES CARDE~AS
Notary Public · Ca liior:iia z
Los Angeles Count y ?:
Commission!/ 2388 289 -
y Comm. Expires D~c 25. 2025
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons re ly ing on the document and could
prevent fraudulent reattachment of thi s form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
TITLE(S)
PARTNER(S) 0
□ ATTORNEY-IN-FACT
LIMITED
GENERAL □
□ □ □ □
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
0 12 0300 15/80 1398.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCU MENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-25
EXHIBIT A
Legal Description of Property
01203,0015/801398.1 A-1
A-26
EXHIBITB
Licensed Premises and Site Plans
01203.0015/801398.1 B-1
A-27
EXHIBIT C
Conduit Easement Area
01203.0015/801398.1 C-1
A-2801203.0015/801398.1
EXHIBITD
Access Easement Area
D-1
A-29
01203.0015/801398.1
EXHIBITE
Equipment Specifications
E-1
A-30
RECORDING REQUESTED
BY; AND WHEN
RECORDED RETURN TO
City of Rancho Palos
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA
90275
Attention: -----
EXHIBITF
Memorandum of Agreement
[Space Above For Recorder's Use Only]
The undersigned declares that this Memorandum of Agreement is exempt from Recording Fees
pursuant to California Government Code Section 27383 and exempt from Documentary Transfer
Tax pursuant to California Revenue and Taxation Code Section 11922.
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT (this "Memorandum") is dated as of
____ , 20_, and is executed by the CITY OF RANCHO PALOS VERDES,
a California municipal corporation ("City"), and SOUTHERN CALIFORNIA EDISON
COMPANY, a California Corporation ("Licensee ").
RECITALS
A. Licensee and City have entered into that certain License Agreement for
Installation and Use of Telecommunications Antennas and Supporting Equipment at 30940
Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 (the "Agreement"), pursuant to which
City has agreed to license and demise to Licensee, and Licensee has c:1greed to license and accept
from City, portions (the "Premises") of the real property located in the City of Rancho Palos
Verdes, County of Los Angeles, State of California, which real property is described in Exhibit
"l" attached hereto and made a part hereof, designated by the Los Angeles County Assessor's
Office as Assessor's Parcel Number: 7573-002-913. The Premises is more particularly described
in the Agreement.
B. Licensee and City now desire to enter into this Memorandum to provide record
notice of the Agreement.
01203,0015/801398. l F-1
A-31
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Licensee and City
agree as follows:
1. Agreement . City hereby agrees and licenses the Premises to Licensee, and Licensee
hereby agrees and accepts the license of the Premises from City, for an initial term of Ten (10)
years (with one (1) five(~)) year extension options in favor of Licensee) at the License Fee and
upon the other terms and conditions set forth in the Agreement, which terms and conditions are
incorporated herein by this reference.
2. Purpose. This Memorandum is prepared for the purposes of recordation only and in no way
modifies the terms and conditions of the Agreement. In the event any provision of this
Memorandum is inconsistent with any term or condition of the Agreement, the term or condition
of the Agreement shall prevail.
3. Counterparts. This Memorandum may be executed in any number of counterparts, each
of which, when executed and delivered, shall be deemed to be an original, and all of which, taken
together, shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of
Agreement as of the date first written above.
CITY:
ATTEST:
Teresa Takaoka
City Clerk
APPROVED AS TO FORM:
William W. Wynder
City Attorney
01203.0015/801398. I F-2
CITY OF RANCHO PALOS VERDES,
a California municipal corporation
By:
Ara Mihranian
City Manager
A-32
LICENSEE:
0 1203.00 15/80 1398.1 F-3
SOUTHERN CALIFORNIA EDISON
COMPANY, a California corporation
By:
e
ger, Land
overnment Lands
A-33
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached , and not the truthfulness , accuracy or validity of that document.
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On f.eb_ l , 2023 before me \~roe-m~~personally appeared lhmes~CL proved to me on the
basis of satisfactory evidence to be the person~ whose name~~ subscribed toh; within instrument and
acknowledged to me that (fi;}*l.iliey executed the same in ~/~ authorized capacity(:i,@S'.}, and that by
~~r signatur~ on the instrument the pe rson ~, or the entity upon behalf of which the person ~ acted ,
executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct. ·
WITNESS m __ .,,..,
Signature: --------,;L--rJl"IP~"----t-#"-----'-------
VANESSA INES CARDE.'<AS
Not;iry Public -Califor~ia
Los Angeles County
Commission if 2388289
y Comm. Expires Dec 25. 20
z z >
OPTIONAL
Though the data below is not required by law , it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
TITLE(S)
PARTNER(S) 0
□ ATTORNEY-IN-FACT
LIMITED
GENERAL □
□ □ □ □
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01 203.001 5/801 398.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE