CC SR 20240806 J - Restated License Agreement with Verizon
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CITY COUNCIL MEETING DATE: 08/06/2024
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve a restated license agreement between the
City and Los Angeles SMSA Limited Partnership for continued operation of a wireless
telecommunications facility at the Ken Dyda Civic Center.
RECOMMENDED COUNCIL ACTION:
1) Approve a restated license agreement between the City and Los Angeles SMSA
Limited Partnership (DBA Verizon Wireless) for maintenance, minor upgrades, and
continued operation of a wireless telecommunications facility at the Ken Dyda Civic
Center located at 30940 Hawthorne Boulevard; and
2) Authorize the Mayor and City Clerk to execute the License Agreement in a form
approved by the City Attorney.
FISCAL IMPACT: If approved, Verizon (or its affiliate) shall pay to City in advance as
“Monthly Rent” the sum of $9,922.50 per month, with such Rent payments retroactive to
July 1, 2022. In addition, for purposes of offsetting costs to City in negotiating and
administering the license, the City shall be paid a one-time administrative fee in the
amount of $10,000. The monthly revenues are included in the FY 2024 -25 Adopted
Budget. VR
Amount Budgeted: $130,000
Additional Appropriation: N/A
Account Number(s): 101-300-0000-3602
(General Fund Revenue – Rental and Leases) VR
ORIGINATED BY: City Attorneys’ Office, Aleshire & Wynder, LLP
REVIEWED BY: Octavio Silva, Deputy Director of Community Development
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Proposed License Agreement (page A-1)
BACKGROUND & DISSCUSSION:
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City owns the Ken Dyda Civic Center located at 30940 Hawthorne Boulevard (the
“Property”). The Property has been subject to a long chain of license/lease agreements
for use by wireless telecommunications facilities (WTFs) since 1988, as outlined below:
• On February 16, 1988, City agreed to lease a portion of the Property to grant an
irrevocable, non-exclusive easement for WTF installation on the Property for an
initial term of ten (10) years in exchange for regular rental payments.
• On January 17, 1995, City executed a “Second Amendment to Lease Agreement,”
to update rent and adjust other technical information relating to the Property’s WTF
installation.
• On February 19, 2008, City executed a “Third Amendment to Lease Agreement,”
which extended the term from February 28, 2008 to June 30, 2009.
• On June 16, 2009, City executed a “Fourth Amendment to Building Lease
Agreement,” which extended the term to June 30, 2014.
• On November 4, 2015, City executed a “Fifth Amendment to Building Lease
Agreement,” which extended the term until June 30, 2016.
• Effective July 1, 2016, City executed a “Sixth Amendment to Building Lease
Agreement,” which extended the term until June 30, 2019.
• On March 16, 2021, City executed a “Seventh Amendment to Building Lease
Agreement,” which, among other things, extended the term to June 30, 2022, or
until Rancho Palos Verdes Civic Center, is reconstructed.
The existing WTF consists of an 82.5 foot monopole with an overall antenna height of
91.4 feet, which is located at the southwest corner of the main City Hall Building. The
WTF on the Property appears as follows:
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Corporate reorganizations and corporate subleases related to the Property’s WTF and
the expiration of the last WTF license term (June 2022) have necessitated a full
restatement of the original license terms for WTF occupation on the Property. On the first
point, Verizon entered into a sublease agreement with California Tower, Inc. (“American
Tower”), pursuant to which American Tower subleases, manages, operates and
maintains the facility. Secondly, expiration of prior written contracts for operation of the
WTF necessitates written extension of the facility’s operation. Furthermore, given
passage of time, a fully restated “License Agreement” is recommended (Attachment A).
The proposed License Agreement includes or restates a license for Verizon/American
Tower’s continued use, maintenance, access and utility availability (including utility
shelters) for purposes of the WTF’s operation.1 Licensee agrees that it shall cooperate at
its sole cost and expense with requests by City to minimize the impact on the aesthetics
of the Ken Dyda Civic Center, including eliminating the appearance of all cables or wires
and maintenance of paint in good condition. The proposed License Agreement further
protects the interests of the City by requiring compliance with all permits, indemnifying
and holding the City harmless, carrying appropriate insurance, maintaining the WTF in
good condition, and facility removal upon contract termination.
Material changes to the facility are not anticipated, as shown in the facility depiction
attendant to the proposed License Agreement located on the next page:
1 Verizon is technically the “Licensee,” with American Tower serving as agent for Verizon under a limited
power of attorney.
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**Depiction does not include certain camera equipment which has since been located between antenna locations.
Further elevations and site plans are included in the Exhibits at Attachment A.
The term of the proposed License Agreement would extend Licensee’s right to use the
WTF/Property until June 30, 2032, or until the Ken Dyda Civic Center is reconstructed,
whichever occurs first. Following that initial term, the License will automatically be
extended for one additional 5-year term unless terminated earlier by the carrier.
Moreover, the City has the right to terminate the License at any time, for any reason or
no reason, upon a minimum of 180 days’ advance notice.
Licensee shall pay to City in advance as “Monthly Rent” the sum of $9,922.50 per month,
with such Rent payments retroactive to July 1, 2022. The monthly rent will increase
annually by 105% of the current monthly rent. In addition, for purposes of offsetting costs
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to City in negotiating and administering the license, the City shall be paid a one-time
administrative fee in the amount of $10,000.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative action s are available for
the City Council’s consideration:
1) Alternately discuss and take other action related to this item.
2) Take no action.
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License Agreement Between the City of Rancho Palos Verdes and Los
Angeles SMSA Limited Partnership, DBA Verizon Wireless 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 ________, 2024 (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 LOS ANGELES SMSA LIMITED
PARTNERSHIP, DBA VERIZON WIRELESS, a California limited partnership (“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 February 16, 1988, City and Licensee entered into that certain “Building Lease
Agreement” (“Lease”) whereby City agreed to lease to Licensee a portion (the “Leased Premises”)
of that certain real property owned by City located at 30940 the Property and to grant an
irrevocable, non-exclusive easement to Licensee in connection therewith for an initial term of ten
(10) years in exchange for payment by Licensee.
C. Also on February 16, 1988, City and Licensee executed an “Addendum to Building
Lease Agreement,” (the “Addendum”) which, among other things, added a holdover provision to
the Agreement (as Subsection D of Article 3, i.e. Section 3.D), and added a provision to the
Agreement granting City the right to require Licensee to relocate the Leased Premises, including
Licensee’s equipment thereon and access rights thereto, in the event the City undertakes
construction of a new Civic Center on the Property, which the City plans to do.
D. On January 17, 1995, City and Licensee executed a “Second Amendment to Lease
Agreement,” which replaced Exhibit “A2” of the Lease to change the depiction of the Property
and the Leased Premises, and which amended Section 3.A of the Agreement to adjust and provide
an updated statement of the annual rent due under the Agreement.
E. On February 19, 2008, City and Licensee executed a “Third Amendment to Lease
Agreement,” which extended the term of the Lease from February 28, 2008 to June 30, 2009.
F. On June 16, 2009, City and Licensee executed a “Fourth Amendment to Building
Lease Agreement,” which extended the term of the Lease for an additional extension term of five
years, to June 30, 2014.
G. On November 4, 2015, after a holdover period, City and Licensee executed the
“Fifth Amendment to Building Lease Agreement”, which extended the term of the Lease by two
(2) years (retroactive to June 30, 2014) until June 30, 2016, and changed Licensee’s notice address
set forth in the Agreement.
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H. Effective July 1, 2016, City and Licensee executed the “Sixth Amendment to
Building Lease Agreement”, which extended the term of the Lease until June 30, 2019.
I. On March 16, 2021, City and Licensee executed the “Seventh Amendment to
Building Lease Agreement”, which among other things extended the Lease term, retroactive to
July 1, 2019, until June 30, 2022, or until Rancho Palos Verdes Civic Center, located at 30940
Hawthorne Blvd., Rancho Palos Verdes, CA 90275, is reconstructed.
J. Licensee desires to license a portion of the Property to operate a Wireless
Telecommunications Facility (as defined herein).
K. Licensee and/or its parent, affiliates, subsidiaries and other parties identified
therein, entered into a sublease agreement with California Tower, Inc, a Delaware corporation
and/or its parents, affiliates and subsidiaries (“American Tower”), pursuant to which American
Tower subleases, manages, operates and maintains, as applicable, the Leased Premises, all as more
particularly described therein.
L. Licensee has granted American Tower a limited power of attorney (the “POA”) to,
among other things, prepare, negotiate, execute, deliver, record and/or file certain documents on
behalf of Licensee, all as more particularly set forth in the POA; and
M. Effective as of the expiration of the Lease on June 30, 2022, the City and Licensee
desire to replace the Lease with terms of this Agreement, and to, among other things: extend
Licensee’s right to use the Leased Premises until June 30, 2032, or until Rancho Palos Verdes
Civic Center, located at 30940 Hawthorne Blvd., Rancho Palos Verdes, CA 90275, is
reconstructed.
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 Licensor, and Licensor hereby licenses
from City, that portion of the Property described on in Exhibit B as the “Licensed
Premises and Site Plans; Photo Depiction of Existing Facility” which Licensed
Premises includes, in its entirety, the Leased Premises provided the Leased
Premises are accurately depicted in Exhibit B. In the event of a discrepancy,
Exhibit B shall govern the location of the Licensed Premises.
1.2 Utility 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 27 below), to install, operate,
maintain, repair and/or replace utility wires, cables, conduits and pipes under those
portions of the Property depicted on the attached Exhibit C as the “Utility Easement
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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. Said Utility Easement Area shall specifically include
the portion of the Property upon which Licensee’s current utilities are located
provided it is accurately depicted at Exhibit C. In the event of a discrepancy of the
actual location and Exhibit C, Exhibit C shall govern the location of the Utility
Easement Areas unless otherwise agreed to by the City in its sole discretion. There
shall be no change to Utility 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, 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 9 a.m. to 5 p.m. Saturday, holidays excepted. Notwithstanding the
foregoing, Licensee may access the Licensed Premises twenty-four (24) hours per
day, seven (7) days per week to perform emergency maintenance or repairs.
“Emergency maintenance or repairs” shall be defined to include work needed to
avoid damage to the health, safety, or welfare of persons or property, and/or work
needed to restore, or avoid, imminent interruptions to network coverage and shall
not include upgrades and other maintenance which is not immediately necessary.
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, Licensee shall provide
alternative access to the Premises.
1.4 Premises. The Licensed Premises, Utility 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,
regarding title to the Property. Licensee takes its interest under the Agreement
subject to all matters of record and all title matters which existed as of February 16,
1988 and which 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. City agrees to cooperate at no expense to City with Licensee in
City’s capacity as a real property owner, in obtaining any necessary approvals or
permissions for Licensee continued use of the Premises, provided that City’s
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cooperation shall be limited to signing applications for approvals and permits that
require a signature from the owner of the Property.
2. TERM
2.1 Initial Term. The term of this Agreement shall be for five (5) years (the “Initial
Term”) commencing on July 1, 2022 (the “Commencement Date”) , or until Rancho
Palos Verdes Civic Center, 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 Licensed
Premises such that the facilities or equipment require removal or replacement.L
The decision to engage in such reconstruction shall be in the sole discretion of the
City, and City shall provide Licensee at least sixty (60) 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 $9,922.50 per month on or
before the first (1st) day of each calendar month, commencing on the
Commencement Date, provided, however, City and Licensee acknowledge and
agree that the initial Monthly Rent payments for the first two (2) calendar months
of the Initial Term shall be paid by Licensee to City within forty-five (45) days
following the Commencement Date. Monthly Rent for any partial month shall be
prorated at the rate of 1/30th of the Monthly Rent per day. Monthly Rent is subject
to adjustment as provided in Section 3.2 below.
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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 of Ten Thousand Dollars $10,000 (“Administrative FeeA”) 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, if any are required. 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 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 thirty (30) 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 fifteenth (15th) day. The Parties hereby agree that such
late charge represents a fair and reasonable estimate of the costs City will incur by
reason of late payment by Licensee. In no event shall the late charge exceed the
maximum allowable by Law (as defined in Section 28.12 below).
4. 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 Utility 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, including Licensee’s contractors,
employees, and/or agent, 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, 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, modifying, or removing Licensee’s Wireless
Telecommunications Facility, and as necessary and consistent with the authorized
use of the Premises. Licensee shall use the Licensed Premises as set forth in this
Section 4.1 and only for the purpose of constructing, maintaining and operating
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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
Exhibit E.
4.1.2 Licensee shall not deviate from any Exhibits in any manner without City’s
prior, written consent, which consent may not be unreasonably withheld
conditioned or delayed, unless such consent is not required in accordance
with Paragraph 5 below.
4.1.3 Above ground or overhead utility wires, cables, conduits or pipes shall not
be used to connect utilities across the Property to the Premises.
4.1.4 (a) Any and all antennas, antenna support structure, and any portions of
Licensee ’s Wireless Telecommunications Facility visible from any public
place, shall utilize natural colors, and/or colors approved in writing, in
advance, by the City. Any approved design shall include use of material
colorings providing not less than twenty (20) years of natural color fast
quality. To ensure compliance with this requirement and in addition to the
maintenance requirements set forth in Section 9 below, City may require
Licensee to repaint or otherwise re-color the antennas, supporting structure
and any portions of the Wireless Telecommunications Facility visible from
any public place, so as to match the original color(s) to its original quantity
and quality. City in its proprietary capacity hereby confirms its prior
approval the design of the Licensed Premises as presently constructed, and
as described and depicted in the Exhibits attached hereto.
(b) City and Licensee have discussed at length the City’s interest in
making Licensee’s cellular telephone service available to the public while
at the same time preserving the aesthetics of the Rancho Palos Verdes Civic
Center area. Therefore, Licensee agrees that it shall cooperate at Licensee’s
sole cost and expense with any reasonable requests by City to minimize the
impact on the aesthetics of the Rancho Palos Verdes Civic Center including
eliminating the appearance of all cables or wires and maintenance of the
paint in good condition. The Licensee and City agree that the existing pole
has been repainted in 2022 and the City acknowledges that as of the
Effective Date it is satisfied with the condition of the pole, cables and wires.
Licensee and City also agree that Licensee's conditional use permit may be
reviewed annually by City for the purpose of determining whether advances
in technology since the commencement of the Agreement, or since the last
review of Licensee’s conditional use permit, as the case may be, would
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enable Licensee to renovate an antenna or pole to have less impact on the
aesthetics of the Rancho Palos Verdes Civic Center area, including (without
limitation) by improved camouflaging, or painting, without degradation in
the quality of Licensee’s service and without imposition of unreasonable
costs in relation to the then remaining term of the Agreement. If so, Licensee
agrees to install a new or renovated antenna or pole of the design requested
by City pursuant to such review within a reasonable amount of time
thereafter.
(c) Licensee shall be responsible for maintaining all cables and wires
on the Property in the above-described condition and for maintaining the
paint on all poles and cables on the Property in good condition at all times
for the term of this Agreement. Licensee shall be responsible for subsequent
repainting of the existing pole and cables and for painting of any future pole
and cables as necessary to ensure ongoing compliance with this subpart,
provided that: (i) no repainting of the existing pole and cables shall be
required absent a written request from the City Manager based on a
reasonable determination that the paint is no longer in good condition (e.g.,
due to chipping, peeling, discoloration, or deterioration); (ii) Licensee shall
be afforded at least 180 days to complete the painting or repainting work
from the date of receipt of the request from the City Manager; (iii) Licensee
shall be permitted to use its discretion when selecting the paint color, so
long as said choice is reasonably similar to the color as of the effective date
of this agreement, and (iv) Licensee shall not be required to paint or repaint
any given pole or cable more than once annually, provided the previous
painting or repainting was in accordance with this subpart.
(d) City and Licensee agree that: (i) it is impracticable or extremely
difficult to determine what the actual damages to City would be for a
violation of this subpart by Licensee, and how those damages might be
calculated; (ii) they have made a reasonable endeavor to estimate fair
compensation for such a violation; and (iii) upon doing so, they have
concluded that $100 per day represents a fair and reasonable estimate of
such damages. Accordingly, and without limiting the applicability of any
other provision of this Agreement, City and Licensee agree that Licensee
shall be liable for payment of liquidated damages to City in the amount of
$100 for each day that a violation of this subpart by Licensee exists (i.e.,
until the violation has been satisfactorily addressed by Licensee as
determined by City’s City Manager in his or her sole discretion).
4.1.5 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 other person or entity.
4.2 The Parties acknowledge that Licensee has been in possession of the Premise since
approximately July 1, 1988. Licensee shall maintain all governmental licenses,
permits, approvals or other relief required of Licensee by any Law or deemed
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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. 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
to said termination date shall be retained by City.
4.2.1 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.
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
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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 not 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.c
5. PERFORMANCE AND REMOVAL BOND. In order to secure the performance of its
obligation under this Agreement , Licensee shall provide the following security interest to the City:
5.1 Performance and Removal Bond Required. Prior to the commencement of any
construction on Premises, Licensee shall pay for and provide City with a Bond, in
substantially the form attached hereto as Exhibit G, and naming City as obligee in
an amount equal to Twenty Thousand Dollars ($20,000) , to guarantee and assure
Licensee’s faithful performance of Licensee’s obligations under this Agreement,
including without limitation, removal obligations and payment of the Monthly Rent
(the “Bond”).
5.1.1 The Bond shall be solely for the protection of Licensor, conditioned upon
the faithful performance of the required construction, maintenance and
removal work. Bonds shall be executed by an “admitted surety insurer,” as
defined in Code of Civil Procedure Section 995.120, authorized to do
business in the State of California and reasonably acceptable to Licensor.
5.1.2 The Bond is conditioned upon the performance by Licensee of all the terms
and conditions of this Agreement and upon the further condition that if
Licensee fails to comply with any terms or conditions governing this
Agreement, there shall be recoverable jointly and severally from the
principal and surety of the Bond any damage or loss suffered by Licensor
as a result, including the full amount of any compensation, or costs of
removal or abandonment of Licensee’s property, plus costs and reasonable
attorneys’ fees up to the full amount of the Bond.
5.1.3 Such Bond shall remain in effect until all of the following have first
occurred: (i) this Agreement has been terminated or expired and (ii)
Licensee has complied with all removal and restoration requirements set
forth in Section 27 of this Agreement.
5.2 City’s Right to Draw on Bond. After Licensor provides written notice and a
reasonable opportunity to cure, City shall have the right to draw on the Bond in the
event of a default or breach by Licensee or in the event Licensee fails to meet and
fully perform any of its obligations under this Agreement. If the Bond is drawn
upon, all of Licensor’s reasonable costs of collection and enforcement of the
provisions relating to the Bond that are specified in this Section, including
reasonable attorneys’ fees and costs, may be recovered from the Bond.
5.3 Restoration of the Bond. Licensee must deposit a sum of money or a replacement
instrument sufficient to restore the Bond to its original amount within thirty (30)
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days after notice from City that any amount has been recovered from the Bond.
Failure to restore the Bond to its full amount within thirty (30) days will constitute
a breach of a material condition of this Agreement.
5.4 Required Endorsement. The Bond is subject to the reasonable approval of
Licensor’s risk management and must contain the following endorsement:
“This bond may not be canceled until sixty (60) days after receipt by City
of Rancho Palos Verdes, by registered mail, return receipt requested, of a
written notice of intent to cancel or not to renew.”
5.5 Reservation of Rights. The rights reserved by Licensor with respect to the
performance Bond are in addition to all other rights and remedies Licensor may
have under this Agreement or any other law.
6. 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 not be withheld, conditioned, or delayed 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 in shape or size),
provided that in the case of replacement(s), Licensee delivers to City at least ten (10) days’ prior
written notice of such replacement(s) 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.
7. CONDITIONS OF CONSTRUCTION.
7.1 All work by Licensee on the Premises shall comply with such reasonable rules as
City may promulgate, and deliver to Licensee in writing from time to time.
However, City shall not be required to deliver to Licensee the Rancho Palos Verdes
Municipal Code.
7.2 Licensee shall give written notice to City upon commencement of construction.
7.3 Replacement/Maintenance antennas on 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 replacement/maintenance of antennas 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.
7.3.1 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, reasonable wear and tear excluded. Licensee is responsible for
the removal and disposal (in accordance with applicable law) of any soil
resulting from Licensee’s tests, inspections and investigations.
7.3.2 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 existing
Wireless Telecommunications Facility, as depicted on the plans and designs
of the existing 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.
7.3.3 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. Execution of this Agreement shall serve as the City’s approval of
the installation and design of the existing Wireless Telecommunications
Facility. 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.
7.3.4 During any construction period, Licensee shall provide temporary chain-
link fencing of at least six (6) feet in height around the Licensed Premises.
Licensee shall be permitted to temporarily store construction materials and
equipment on the Property near the Premises in a location to be mutually
agreed upon in writing prior to the commencement of any
construction(“Construction Staging Area”) for a period not to exceed two
(2) weeks commencing on the date Licensee commences construction at
the Property unless a longer time period is agreed to in writing by the City.
Neither party shall unreasonably withhold their consent or agreement to the
location of the Construction Staging Area for so long as it is reasonably
contiguous to the portion of the Premises where the work is being
performed.
7.3.5 Once any construction work has begun, Licensee shall prosecute all
construction and installation to completion with due diligence and in no case
longer than two (2) weeks unless a longer time period is agreed to in writing
by the City.
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7.3.6 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.
8. 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 has previously
installed, 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.
8.1 Licensee may, at its expense, and with City’s prior written consent and approval,
install, operate and maintain a power generator and related transportable fuel
storage tank at the Premises.
9. MAINTENANCE
9.1 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, 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
thirty (30) day prior written notice. However, City shall not be required to provide
to Licensee the Rancho Palos Verdes Municipal Code. 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. 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
care of American Tower’s Network Operation Center at 1-877-518-6937 and
Licensee shall cease such unreasonably loud or disruptive maintenance promptly
following receipt of notice of the same as set forth in this Section 9.1, unless
cessation of the maintenance will result in immediate disruptions to Licensee’s
network service, or could reasonably lead to a risk of harm to person or property,.
When the Licensee must conduct maintenance work on an emergency basis, the
Licensee shall notify the City as soon as reasonably practicable.
9.2 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,
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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 all reasonable costs within thirty (30) days of
delivery of City’s written notice, which shall include an invoice and reasonable
supporting documentation from the City.
9.3 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 shall immediately notify Licensee of such risk by calling
American Tower’s Network Operation Center at 1-877-518-6937, and 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.
10. INTERREFERENCE
10.1 Licensee shall use the Premises in a manner which does not create a danger to, or
materially and unreasonably 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 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.
10.2 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 licensee’s or users of the
Property which existed on the Property prior to the Effective Date or to any
equipment of City regardless of location. 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.
10.3 In the event any modification of Licensee’s Wireless Telecommunications Facility
occurring after the Effective Date 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.
10.4 The Parties acknowledge that there will not be an adequate remedy at law for
noncompliance with the provisions of this Section 10 and therefore, either Party
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shall have the right to equitable remedies, such as, without limitation, injunctive
relief and specific performance.
11. ASSIGNMENT AND SUBLETTING
11.1 Licensee shall not, either voluntarily or by operation of law, assign, transfer,
Agreement or any interest herein, or any right or privilege to this Agreement, or
sublet all or any portion of the Premises (in accordance with Section 11.6 below),
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.
11.2 City and Licensee acknowledge the possibility that one or more third parties may,
currently or in the future, be interested in obtaining the approval, authorization,
and/or agreement of City and/or Licensee to collocate or otherwise place or install
telecommunications equipment or facilities on or within the Licensed Premises.
Licensee agrees and warrants that it will not, at any time or under any
circumstances, knowingly, purposefully or intentionally interfere with, obstruct, or
limit any effort of City to: (1) freely and independently communicate with such
third party(ies) for any purpose or at any time; (2) require that such third party(ies)
obtain any City permits or approvals that City, in its sole discretion, deems
necessary or required for the proposed project or activity; or (3) require, negotiate,
procure, or enter into any separate lease or license agreement with any such third
party related to authorization of such third party to use, occupy, access or traverse
the Property or any portion thereof . The preceding shall not be deemed to: (i) limit
or restrict Licensee’s ability to independently communicate with any such third
party(ies) for any purpose or at any time on their own accord, provided such
communications are in compliance with the terms of the Agreement (including this
Section); or (ii) limit or restrict City’s and/or Licensee’s ability to independently
enter into separate agreements with any such third party(ies), provided such
agreements are in compliance with the terms of the Agreement (including this
Section). The City shall not impose any permit or approval requirements upon such
third party which would not apply so a similarly situated communications provider
installing equipment on other property.
11.3 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) American Tower, (ii) a
corporation or partnership (a “Parent”) having, directly or indirectly, a
majority (51% or greater) ownership interest in Licensee or American
Tower, (iii) a corporation or other entity with which Licensee, American
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Tower, and/or any Parent of either may merge or consolidate, (iii) a
purchaser of substantially all of the outstanding ownership units or assets of
Licensee or American Tower, and/or any Parent of either, 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.
11.4 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 any subletting 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.
11.5 Any assignment or subletting in violation of this Section 11 shall be voidable, and
shall, at the option of City, constitute a default under this Agreement.
11.6 If City consents to Licensee subletting a portion of the Premises in accordance with
this Section 11, 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 an
Agreement 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.
12. [RESERVED]
13. ENVIRONMENTAL LIABILITY AND HAZARDOUS SUBSTANCES
13.1 Except as described in the last paragraph of this Section 13, 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.
13.2 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 13), or if the
Property becomes contaminated in any manner for which Licensee is legally liable,
Licensee shall indemnify and hold harmless the City Indemnified Parties 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 and to the extent arising as a result of that
contamination, except to the extent caused by City or City’s agents, employees or
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contractors. This indemnification includes, without limitation, any and all
reasonable costs incurred because of any investigation of the Premises 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 13 shall be in addition to, and does not limit, the obligations set forth in
Section 14 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.
13.3 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. For avoidance of
doubt, fuel required for the use of any power generator allowed pursuant to Section
7.1 shall not be deemed a Hazardous Substance for which additional consent is
required.
14. INSURANCE AND INDEMNIFICATION
14.1 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) General liability insurance. Licensee shall maintain commercial general
liability insurance with coverage at least in an amount not less than
$2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury,
personal injury, and property damage. The policy must include contractual
liability that has not been amended.
(b) Automobile liability insurance. Licensee shall maintain automobile
insurance 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
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or rented vehicles, in an amount not less than $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 at least $1,000,000).
(d) Environmental impairment liability insurance. Coverage shall be written on
a Contractor’s Pollution Liability form or other form acceptable to Agency
providing coverage for liability arising out of sudden, accidental, and
gradual pollution, and remediation. The policy limit shall be no less than
$1,000,000 per claim and in the aggregate.
(e) Property Coverage. Licensee shall procure coverage on the property against
fire, theft, vandalism, or other peril that may result in damage or destruction
of the equipment that encompasses the Wireless Telecommunications
Facility.
(f) Subcontractors. Licensee its policies or shall furnish separate certificates
and certified endorsements for each subcontractor. All coverages for
subcontractors shall include all of the requirements stated herein.
14.2 General Insurance Requirements.
(a) 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 approved by 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. certified copies the certificate of insurance
and to the certificate of insurance specifically state the policy: i) includes
the City as additional insured, ii) is primary as to the matters insured, iii)
contains a waiver of subrogation against the City, iv) does not contain any
undisclosed coverage limitations, and v) provides that the City shall receive
prior notice of cancellation at any time.
(b) 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.
(c) 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
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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.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the
insurance it deems necessary 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.
(e) 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.
(f) Waiver of subrogation. All insurance coverage 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, and shall require similar written express waivers and insurance
clauses from each of its subconsultants.
(g) 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.
(h) 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. If the Licensee maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for the higher limits maintained by the Licensee. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
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(i) Notice of cancellation. Licensee agrees to oblige its insurance agent or
broker and insurers to 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.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and
agents, and volunteers shall be additional insuredas under such policies.
This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they
include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that 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 of liability. The policy(ies) shall
not contain any cross-liability exclusions.
(m) Pass through clause. Licensee agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought
onto or involved in the project by Licensee, provide the same minimum
insurance coverage and endorsements required of Licensee. Licensee
agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity
with the requirements of this Section. Licensee agrees that upon request, all
agreements with consultants, subcontractors, and others engaged in the
project will be submitted to City for review.
(n) 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 mutual consent by giving the Licensee ninety (90)
days advance written notice such change is sought. If such change results in
substantial additional cost to the Licensee, the City and Licensee may
renegotiate Licensee’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and
approved by City. Self-insurance will not be considered to comply with
these specifications unless approved by City.
(p) 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.
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(q) Additional insurance. Licensee shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
work.
14.3 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 actually (herein
“claims or liabilities”) 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, or City’s
agents, employee’s, or invitee’s negligence or willful acts or omissionsc. The
indemnity obligation shall be binding on successors and assigns of Licensee and
shall survive termination or expiration of this Agreement.
15. RESERVATIONS. City reserves (and may grant) such easements through the Property
(including the Utility 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).
16. RIGHT OF ACCESS
16.1 City and City’s officers, employees, consultants, and agents shall, upon not less
than forty-eight (48) hours prior written notice to Licensee, have at all reasonable
times the right to enter the Premises, in the presence of a Licensee representative,
for the 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. Notwithstanding the
foregoing and only in the event of an emergency, which if unmitigated, would cause
imminent bodily harm to any persons located on the Property or property damage,
Licensee agrees that City shall be permitted to enter the Premises only after City
has called (i) American Tower’s Network Operations Center at 1-877-518-6937,
(ii) American Tower’s Landlord Relations Department at 1-866-586-9377
(Option1), and (iii) the local emergency services, to the extent that it is reasonably
appropriate to do so. Any inspection of the Premises shall be performed while in
the presence of a Licensee representative provided Licensee makes a Licensee
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01203.0015/798994.9 21
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 16. In conducting its activities on the
Premises as allowed in this Section 16, City shall use good faith efforts to attempt
to minimize the inconvenience, annoyance or disturbance to Licensee. Licensee
shall not be entitled to an abatement or reduction of Monthly Rent if City exercises
any rights reserved in this Section 16.
16.2 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 1-
877-518-6937, which may be changed by Licensee upon written notice to City.
17. TAXES AND ASSESSMENTS. During the term of the Agreement Licensee shall pay
when due all real property, personal property, and other taxes, fees, and assessments that are
directly attributable to Licensee's improvements on the Premises including any increase in City
taxes as a result of the same (the “Applicable Taxes”) directly to the local taxing authority to the
extent that the Applicable Taxes are billed directly to Licensee. Licensee hereby agrees to
reimburse City for any Applicable Taxes billed directly to City (which shall not include any taxes
or other assessments attributable to periods prior to the Effective Date). City must furnish written
documentation (the substance and form of which shall be reasonably satisfactory to Licensee) of
any Applicable Taxes along with proof of payment of the same by City. City shall submit requests
for reimbursement in writing to: American Tower Corporation, Attn: Landlord Relations, 10
Presidential Way, Woburn, MA 01801 unless otherwise directed by Licensee from time to time.
Subject to the requirements set forth in this Section, Licensee shall make such reimbursement
payment within forty-five (45) days of receipt of a written reimbursement request from City.
Anything to the contrary notwithstanding, City is only eligible for reimbursement if City requests
reimbursement within three (3) years after the date when the City learns that such taxes are
responsibility of Licensee. Additionally, City shall not be entitled to reimbursement for any costs
associated with an increase in the value of City’s real property calculated based on any monetary
consideration paid from Licensee to City. If City fails to pay when due any taxes affecting the
City Property as required herein, Licensee shall have the right, but not the obligation, to pay such
taxes on City’s behalf and: (i) deduct the full amount of any such taxes paid by Licensee on
Licensee’s behalf from any future payments required to be made by Licensee to City hereunder;
(ii) and demand reimbursement from City, which reimbursement payment City shall make within
thirty (30) days of such demand by Licensee; and/or (iii) collect from City any such tax payments
made by Licensee on City’s behalf by any lawful means.
18. 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:
18.1 The vacating or abandonment of the Premises by Licensee;
18.2 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
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01203.0015/798994.9 22
failure shall continue for a period of fifteen (15) business days after written notice
thereof is given to Licensee by City;
18.3 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 18.2 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
18.4 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 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 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; or
18.5 A violation of Section 11 above.
19. 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.
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 and
which includes evidence of payment of same and/or reasonable costs incurred by
the non-defaulting Party. The defaulting Party shall pay to the non-defaulting Party
within thirty (30) days of receipt of said invoice, the reasonable invoiced amount.
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01203.0015/798994.9 23
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, 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 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. Nothing in this Agreement excludes or limits either Party’s liability for: (i)
death, personal injury, or property damage resulting from either Party’s negligence or the
negligence of its employees or agents, (ii) fraud or fraudulent misrepresentation.
22. RECONSTRUCTION AND/OR RELOCATION.
22.1 In the event that less than a material portion of 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 to the extent covered by
insurance, and this Agreement shall remain in full force and effect. In the event the
a material portion of Licensee’s improvements are damaged, or in the event that
Licensee’s improvements are damaged as a result of any cause other than the perils
covered by fire and extended coverage insurance, Licensee shall have the option to
give notice to the City 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
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01203.0015/798994.9 24
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 twenty-four (24) months after City delivers to
Licensee written notice from City requesting Licensee to relocate, including
obtaining all Governmental Approvals required for the relocation. Licensor agrees
to allow Licensee to construct, or place, a temporary, or mobile, tower on the
Property until the relocation is completed, subject to City’s prior written consent
and approval. 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.
23. EMINENT DOMAIN. In the event City receives notification of any condemnation
proceeding affecting the License Premises, or any portion thereof, City shall provide notice of the
proceeding to Licensee within two (2) business days. 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. Licensee shall be entitled to
apply for, negotiate, transfer and receive an award or compensation for the condemning authority
with respect to the Licensee’s estate in the Premises. To the extent permitted by the condemning
authority Licensee shall be entitled to a separate award or compensation for its interest, moving
and relocation benefits, the unamortized cost of trade fixtures and personal property, and the
goodwill of the Licensee (which together comprise the business value of Licensee), which Licensee
may initiate and pursue at Licensee’s sole cost and expense.
24. NOTICE.
24.1 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:
Licensee: Verizon Wireless
Attn.: Network Real Estate
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01203.0015/798994.9 25
180 Washington Valley Road
Bedminster, NJ 07921
With a copy to American Tower: Attn.: Land Management
10 Presidential Way
Woburn, MA 01801
And also with a copy to: American Tower
Attn.: Legal Department
116 Huntington Avenue
Boston, MA 02116
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
Attn: City Attorney of Rancho Palos Verdes
2361 Rosecrans Avenue, Suite 475
El Segundo, CA 90245-4916
24.2 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 mutually agreed to in writing .
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 year-to-year 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.
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01203.0015/798994.9 26
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 shall surrender 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, but on a Month to Month basis 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.
28. GENERAL PROVISIONS
28.1 Exhibits. All Exhibits referenced in this Agreement are incorporated as though set
forth in full in this Agreement.
28.2 Waiver. The waiver by City or Licensee of any term, covenant or condition herein
contained shall not be deemed to be a waiver of such term, covenant or condition
or any subsequent breach of the same or any other term, covenant or condition
contained in this Agreement. The subsequent acceptance of Monthly Rent under
this Agreement by City shall not be deemed to be a waiver of any preceding default
by Licensee of any term, covenant or condition of this Agreement, other than the
failure of Licensee to pay the particular rental so accepted, regardless of City’s
knowledge of such preceding default at the time of the acceptance of such rent.
28.3 Modification. Any modification or amendment to this Agreement shall be of no
force and effect unless it is in writing and signed by the Parties or their respective
successors in interest.
28.4 Joint Obligation. If more than one person or entity comprises Licensee, the
obligations hereunder imposed shall be joint and several as to each such person or
entity.
28.5 Construction; Captions. The Parties agree that should any of the terms be
determined by a court, or in any type of quasi-judicial or other proceeding, to be
vague, ambiguous and/or unintelligible, that the same sentences, phrases, clauses
or other wording or language of any kind shall not be construed against the drafting
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01203.0015/798994.9 27
party in accordance with California Civil Code Section 1654, and that each Party
to this Agreement waives the effect of such statute. The captions and section titles
to the sections of this Agreement are not a part of the Agreement and shall have no
effect upon the construction or interpretation of any part of this Agreement . Any
term referencing time, days, or period for performance shall be deemed calendar
days and not work days.
28.6 Time. Time is of the essence with respect to the performance of this Agreement
and each and all of its provisions in which time is a factor.
28.7 Signs. Except for signs required to be placed on the Premises under applicable
Laws, Licensee shall not, without City’s prior written approval, install or affix any
lighting fixtures, shades, awnings, or decorations (including, without limitation,
exterior painting), advertising signs, other signs, lettering, placards or the like, on
the improvements made by Licensee , the Premises, or the Property.
28.8 Prior Agreements; Effective Agreement. This Agreement contains all of the
agreements of the Parties with respect to the subject matter covered by in this
Agreement. All prior and contemporaneous agreements, representations,
negotiations, and understandings of the Parties, oral or written, relating to the
subject matter covered by this Agreement , are merged into and superseded by this
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.
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, pandemic, 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.
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01203.0015/798994.9 28
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, in an
amount not-to-exceed $2,300 per year, 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
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. If legal 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 of Licensee
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.
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01203.0015/798994.9 29
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 under this 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.
28.18.1The 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 F (duly acknowledged by a
notary) which City may then execute and record. Licensee shall, within thirty (30)
days of City’s request 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]
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01203.0015/798994.9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
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 DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
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01203.0015/798994.9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
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 DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
A-32
01203.0015/798994.9 A-1
EXHIBIT A
Legal Description of Property
All that property described as Parcel 3 as shown on “Record of Survey” dated April 10, 2013 and
recorded April 24, 2013, in Book 255, Page 75, Los Angeles County, California.
This being the same property conveyed to City of Rancho Palos Verdes, California from Smart
SMR of California, Inc., a Delaware corporation in a deed dated October 23, 1995 and recorded
February 15, 1996, as Instrument No. 96 267365, Los Angeles County, California.
This being also the same property conveyed to the City of Rancho Palos Verdes from the United
States of America, acting by and through the Administrator of General Services in a deed dated
April 30, 1987 and recorded June 5, 1987, a Instrument No. 87-895749, Los Angeles County,
California.
Being situated in Los Angeles County, California; known as Assessor’s Parcel Number 7573-002-
913.
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01203.0015/798994.9 B-1
EXHIBIT B
Licensed Premises and Site Plans ;
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01203.0015/798994.9 B-2
EXHIBIT B (continued)
A PARCEL OF LAND LOCATED WITHIN A PORTION OF LOT "H" AS SHOWN ON A MAP
OF THE RANCHO LOS PALOS VERDES IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ENTERED IN BOOK 4, PAGE 57 OF JUDGEMENTS IN THE SUPERIOR
COURT OF SAID COUNTY, AND FURTHER SITUATED WITHIN "PARCEL 3" AS SHOWN
ON A RECORD OF SURVEY OF SAID PORTION OF LOT "H", RECORDED IN BOOK 255,
PAGE 75 IN THE RECORDS OF SAID COUNTY; SAID PARCEL OF LAND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
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01203.0015/798994.9 B-3
EXHIBIT B (continued)
COMMENCING AT THE COUNTY OF LOS ANGELES TRIANGULATION MONUMENT
"SAN PEDRO HILLS D-7", HAVING STATE COORDINATES OF NORTH 4,019,330.05,
EAST 4,164,224.94; THENCE N57°08'28"E, 867.80 FEET TO THE NORTHWEST CORNER
OF SAID "PARCEL 3" PER RECORD OF SURVEY, BOOK 255, PAGE 75; SAID CORNER
BEING THE NORTHERLY TERMINUS OF THE LINE SHOWN ON SAID RECORD OF
SURVEY AS "L15"; THENCE FROM SAID NORTHWEST CORNER, N81°44'11"E ALONG
THE NORTH LINE OF SAID "PARCEL 3", 56.58 FEET; THENCE S08°15'49"E ALONG A
LINE PERPENDICULAR TO SAID NORTH LINE, 2.82 FEET TO THE POINT OF
BEGINNING; THENCE N87°42'44"E, 25.00 FEET; THENCE S02°17'16"E, 13.00 FEET;
THENCE S87°42'44"W, 25.00 FEET; THENCE N02°17'16"W, 13.00 FEET TO THE POINT OF
BEGINNING.
CONTAINING A TOTAL CALCULATED AREA OF 325.00 SQUARE FEET OR 0.007
ACRES, MORE OR LESS
TOGETHER WITH
A PARCEL OF LAND LOCATED WITHIN A PORTION OF LOT "H" AS SHOWN ON A MAP
OF THE RANCHO LOS PALOS VERDES IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ENTERED IN BOOK 4, PAGE 57 OF JUDGEMENTS IN THE SUPERIOR
COURT OF SAID COUNTY, AND FURTHER SITUATED WITHIN "PARCEL 3" AS SHOWN
ON A RECORD OF SURVEY OF SAID PORTION OF LOT "H", RECORDED IN BOOK 255,
PAGE 75 IN THE RECORDS OF SAID COUNTY; SAID PARCEL OF LAND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE COUNTY OF LOS ANGELES TRIANGULATION MONUMENT
"SAN PEDRO HILLS D-7", HAVING STATE COORDINATES OF NORTH 4,019,330.05,
EAST 4,164,224.94; THENCE N57°08'28"E, 867.80 FEET TO THE NORTHWEST CORNER
OF SAID "PARCEL 3" PER RECORD OF SURVEY, BOOK 255, PAGE 75; SAID CORNER
BEING THE NORTHERLY TERMINUS OF THE LINE SHOWN ON SAID RECORD OF
SURVEY AS "L15"; THENCE FROM SAID NORTHWEST CORNER, N81°44'11"E ALONG
THE NORTH LINE OF SAID "PARCEL 3", 62.14 FEET; THENCE S08°15'49"E ALONG A
LINE PERPENDICULAR TO SAID NORTH LINE, 25.10 FEET TO THE POINT OF
BEGINNING; THENCE S89°46'03"E, 5.00 FEET; THENCE S00°13'57"W, 8.00 FEET;
THENCE N89°46'03"W, 5.00 FEET; THENCE N00°13'57"E, 8.00 FEET TO THE POINT OF
BEGINNING.
CONTAINING A TOTAL CALCULATED AREA OF 40.00 SQUARE FEET OR 0.001 ACRES,
MORE OR LESS
TOGETHER WITH
A PARCEL OF LAND LOCATED WITHIN A PORTION OF LOT "H" AS SHOWN ON A MAP
OF THE RANCHO LOS PALOS VERDES IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ENTERED IN BOOK 4, PAGE 57 OF JUDGEMENTS IN THE SUPERIOR
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01203.0015/798994.9 B-4
EXHIBIT B (continued)
COURT OF SAID COUNTY, AND FURTHER SITUATED WITHIN "PARCEL 3" AS SHOWN
ON A RECORD OF SURVEY OF SAID PORTION OF LOT "H", RECORDED IN BOOK 255,
PAGE 75 IN THE RECORDS OF SAID COUNTY; SAID PARCEL OF LAND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE COUNTY OF LOS ANGELES TRIANGULATION MONUMENT
"SAN PEDRO HILLS D-7", HAVING STATE COORDINATES OF NORTH 4,019,330.05,
EAST 4,164,224.94; THENCE N57°08'28"E, 867.80 FEET TO THE NORTHWEST CORNER
OF SAID "PARCEL 3" PER RECORD OF SURVEY, BOOK 255, PAGE 75; SAID CORNER
BEING THE NORTHERLY TERMINUS OF THE LINE SHOWN ON SAID RECORD OF
SURVEY AS "L15"; THENCE S01°46'52"E ALONG SAID LINE "L15" AND THE WEST LINE
OF SAID "PARCEL 3", 100.35 FEET; THENCE N88°13'08"E ALONG A LINE
PERPENDICULAR TO SAID WEST LINE, 89.88 FEET TO THE POINT OF BEGINNING;
THENCE N02°29'48"W, 9.00 FEET TO THE EXTERIOR WALL OF AN EXISTING
BUILDING; THENCE N87°30'12"E ALONG SAID BUILDING, 9.00 FEET; THENCE
S02°29'48"E, 9.00 FEET; THENCE S87°30'12"W, 9.00 FEET TO THE POINT OF TERMINUS.
CONTAINING A TOTAL CALCULATED AREA OF 81.00 SQUARE FEET OR 0.002 ACRES,
MORE OR LESS.
Any depiction on this Exhibit may be excluded from the recorded version of this Agreement if its inclusion
would prevent the Tenant from recording this Agreement with the appropriate recorder’s office.
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01203.0015/798994.9 B-5
EXHIBIT B (continued)
Photo Depiction of a Portion of Existing Facility on Premises:
Any depiction on this Exhibit may be excluded from the recorded version of this Agreement if its inclusion
would prevent the Tenant from recording this Agreement with the appropriate recorder’s office.
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01203.0015/798994.9 C-1
EXHIBIT C
Utility Easement Area
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01203.0015/798994.9 C-2
EXHIBIT C (continued)
A PARCEL OF LAND LOCATED WITHIN A PORTION OF LOT "H" AS SHOWN ON A MAP
OF THE RANCHO LOS PALOS VERDES IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ENTERED IN BOOK 4, PAGE 57 OF JUDGEMENTS IN THE SUPERIOR
COURT OF SAID COUNTY, AND FURTHER SITUATED WITHIN "PARCEL 3" AS SHOWN
ON A RECORD OF SURVEY OF SAID PORTION OF LOT "H", RECORDED IN BOOK 255,
PAGE 75 IN THE RECORDS OF SAID COUNTY; SAID PARCEL OF LAND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
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01203.0015/798994.9 C-3
EXHIBIT C (continued)
COMMENCING AT THE COUNTY OF LOS ANGELES TRIANGULATION MONUMENT
"SAN PEDRO HILLS D-7", HAVING STATE COORDINATES OF NORTH 4,019,330.05,
EAST 4,164,224.94; THENCE N57°08'28"E, 867.80 FEET TO THE NORTHWEST CORNER
OF SAID "PARCEL 3" PER RECORD OF SURVEY, BOOK 255, PAGE 75; SAID CORNER
BEING THE NORTHERLY TERMINUS OF THE LINE SHOWN ON SAID RECORD OF
SURVEY AS "L15"; THENCE FROM SAID NORTHWEST CORNER, N81°44'11"E ALONG
THE NORTH LINE OF SAID "PARCEL 3", 82.86 FEET; THENCE S08°15'49"E ALONG A
LINE PERPENDICULAR TO SAID NORTH LINE, 11.10 FEET TO THE POINT OF
BEGINNING; THENCE S02°17'16"E, 7.01 FEET TO THE NORTH WALL OF AN EXISTING
BUILDING; THENCE S87°50'00"W ALONG SAID NORTH WALL, 1.69 FEET TO THE
NORTHWEST CORNER OF SAID BUILDING; THENCE S01°56'55"E ALONG THE WEST
WALL OF SAID BUILDING, 82.76 FEET TO THE SOUTHWEST CORNER OF SAID
BUILDING; THENCE N87°30'12"E ALONG THE SOUTH WALL OF SAID BUILDING, 7.56
FEET; THENCE S02°29'48"E, 2.00 FEET; THENCE RUNNING PARALLEL TO AND 2 FEET
SOUTH AND WEST OF SAID BUILDING THE FOLLOWING 2 COURSES: 1)S87°30'12"W,
9.58 FEET; AND 2)N01°56'55"W, 84.26 FEET; THENCE N87°42'44"E, 1.69 FEET; THENCE
N02°17'16"W, 7.50 FEET; THENCE N87°42'44"E, 2.00 FEET TO THE POINT OF
BEGINNING.
CONTAINING A TOTAL CALCULATED AREA OF 197.83 SQUARE FEET OR 0.005
ACRES, MORE OR LESS.
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01203.0015/798994.9 C-4
EXHIBIT C (continued)
Any depiction on this Exhibit may be excluded from the recorded version of this Agreement if its inclusion
would prevent the Tenant from recording this Agreement with the appropriate recorder’s office.
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01203.0015/798994.9 D-1
EXHIBIT D
Access Easement Area
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01203.0015/798994.9 D-2
EXHIBIT D (continued)
A PARCEL OF LAND LOCATED WITHIN A PORTION OF LOT "H" AS SHOWN ON A MAP
OF THE RANCHO LOS PALOS VERDES IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, ENTERED IN BOOK 4, PAGE 57 OF JUDGEMENTS IN THE SUPERIOR
COURT OF SAID COUNTY, AND FURTHER SITUATED WITHIN "PARCEL 3" AS SHOWN
ON A RECORD OF SURVEY OF SAID PORTION OF LOT "H", RECORDED IN BOOK 255,
PAGE 75 IN THE RECORDS OF SAID COUNTY; SAID PARCEL OF LAND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE COUNTY OF LOS ANGELES TRIANGULATION MONUMENT
"SAN PEDRO HILLS D-7", HAVING STATE COORDINATES OF NORTH 4,019,330.05,
EAST 4,164,224.94; THENCE N57°08'28"E, 867.80 FEET TO THE NORTHWEST CORNER
OF SAID "PARCEL 3" PER RECORD OF SURVEY, BOOK 255, PAGE 75; SAID CORNER
BEING THE NORTHERLY TERMINUS OF THE LINE SHOWN ON SAID RECORD OF
SURVEY AS "L15"; THENCE FROM SAID NORTHWEST CORNER, N81°44'11"E ALONG
THE NORTH LINE OF SAID "PARCEL 3", 56.58 FEET; THENCE S08°15'49"E, 2.82 FEET;
THENCE S02°17'16"E, 13.00 FEET TO THE POINT OF BEGINNING; THENCE N87°42'44"E,
18.00 FEET; THENCE S02°17'16"E, 9.02 FEET; THENCE N89°46'03"W, 10.16 FEET;
THENCE S00°13'57"W, 8.00 FEET; THENCE S08°25'00"W, 10.68 FEET; THENCE
S02°31'49"E, 17.71 FEET; THENCE S88°26'53"W, 16.17 FEET; THENCE N02°29'26"W, 17.95
FEET; THENCE N19°30'24"E, 28.67 FEET TO THE POINT OF BEGINNING.
CONTAINING A TOTAL CALCULATED AREA OF 717.26 SQUARE FEET OR 0.016
ACRES, MORE OR LESS
TOGETHER WITH
A 12 FOOT WIDE STRIP OF LAND LOCATED WITHIN A PORTION OF LOT "H" AS
SHOWN ON A MAP OF THE RANCHO LOS PALOS VERDES IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, ENTERED IN BOOK 4, PAGE 57 OF JUDGEMENTS
IN THE SUPERIOR COURT OF SAID COUNTY, AND FURTHER SITUATED WITHIN
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01203.0015/798994.9 D-3
EXHIBIT D (continued)
"PARCEL 3" AS SHOWN ON A RECORD OF SURVEY OF SAID PORTION OF LOT "H",
RECORDED IN BOOK 255, PAGE 75 IN THE RECORDS OF SAID COUNTY; SAID STRIP
LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
COMMENCING AT THE COUNTY OF LOS ANGELES TRIANGULATION MONUMENT
"SAN PEDRO HILLS D-7", HAVING STATE COORDINATES OF NORTH 4,019,330.05,
EAST 4,164,224.94; THENCE N57°08'28"E, 867.80 FEET TO THE NORTHWEST CORNER
OF SAID "PARCEL 3" PER RECORD OF SURVEY, BOOK 255, PAGE 75; SAID CORNER
BEING THE NORTHERLY TERMINUS OF THE LINE SHOWN ON SAID RECORD OF
SURVEY AS "L15"; THENCE FROM SAID NORTHWEST CORNER, S01°46'52"E ALONG
LINE "L15" AND THE WEST LINE OF SAID "PARCEL 3", 48.07 FEET; THENCE
N88°13'08"E ALONG A LINE PERPENDICULAR TO SAID WEST LINE, 46.39 FEET TO
THE POINT OF BEGINNING; THENCE S88°13'08"W, 11.48 FEET; THENCE S01°46'52"E,
81.41 FEET; THENCE S83°00'49"E, 128.59 FEET TO THE EASTERLY BOUNDARY LINE
OF SAID "PARCEL 3" AND THE POINT OF TERMINUS.
CONTAINING A TOTAL CALCULATED AREA OF 2,657.71 SQUARE FEET OR 0.061
ACRES, MORE OR LESS
TOGETHER WITH
A 20 FOOT WIDE STRIP OF LAND LOCATED WITHIN A PORTION OF LOT "H" AS
SHOWN ON A MAP OF THE RANCHO LOS PALOS VERDES IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, ENTERED IN BOOK 4, PAGE 57 OF JUDGEMENTS
IN THE SUPERIOR COURT OF SAID COUNTY, AND FURTHER SITUATED WITHIN
"PARCEL 4" AND "PARCEL 1" AS SHOWN ON A RECORD OF SURVEY OF SAID
PORTION OF LOT "H", RECORDED IN BOOK 255, PAGE 75 IN THE RECORDS OF SAID
COUNTY; SAID STRIP LYING 10 FEET ON EACH SIDE OF THE FOLLOWING
DESCRIBED CENTERLINE:
COMMENCING AT THE COUNTY OF LOS ANGELES TRIANGULATION MONUMENT
"SAN PEDRO HILLS D-7", HAVING STATE COORDINATES OF NORTH 4,019,330.05,
EAST 4,164,224.94; THENCE N70°17'47"E, 951.47 FEET TO AN ANGLE POINT COMMON
TO "PARCEL 1" AND "PARCEL 3" AS SHOWN ON SAID RECORD OF SURVEY BOOK
255, PAGE 75; SAID POINT BEING THE SOUTHERLY TERMINUS OF THE LINE SHOWN
ON SAID RECORD OF SURVEY AS "L21" AND ON THE WEST BOUNDARY LINE OF
"PARCEL 4" AS SHOWN ON SAID RECORD OF SURVEY; THENCE N02°23'42"W ALONG
SAID "L21", 6.08 FEET TO THE POINT OF BEGINNING; THENCE S90°00'00"E, 167.00
FEET; THENCE N82°48'24"E, 127.00 FEET; THENCE N83°51'20"E, 206.31 FEET; THENCE
S49°47'03"E, 266.64 FEET; THENCE 244.63 FEET ALONG A 100.00 FOOT RADIUS CURVE
TO THE LEFT, WHICH CHORD BEARS N60°08'05"E, 188.04 FEET; THENCE N09°56'47"W,
22.88 FEET, MORE OR LESS, TO THE SOUTHERLY RIGHT-OF-WAY LINE FOR
HAWTHORNE BOULEVARD AND THE POINT OF TERMINUS.
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01203.0015/798994.9 D-4
CONTAINING A TOTAL CALCULATED AREA OF 20,689.16 SQUARE FEET OR 0.475
ACRES, MORE OR LESS.
Any depiction on this Exhibit may be excluded from the recorded version of this Agreement if its inclusion
would prevent the Tenant from recording this Agreement with the appropriate recorder’s office.
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01203.0015/798994.9 E-1
EXHIBIT E
Equipment Specifications
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01203.0015/798994.9 E-2
EXHIBIT E (continued)
.
THE FOREGOING DEPICTIONS DO NOT INCLUDE THE CAMERA EQUIPMENT ADDED
BETWEEN THE EXISTING ANTENNA LOCATIONS. Any depiction on this Exhibit may be excluded
from the recorded version of this Agreement if its inclusion would prevent the Tenant from recording this
Agreement with the appropriate recorder’s office
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01203.0015/798994.9 G-1
EXHIBIT F
Memorandum of Agreement
RECORDING REQUESTED
BY AND WHEN RECORDED
RETURN TO
City of Rancho Palos
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA
90275 Attention: City Manager
[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
, 2024, and is executed by the CITY OF RANCHO PALOS VERDES, a California
municipal corporation (“City”), and LOS ANGELES SMSA LIMITED
PARTNERSHIP, DBA VERIZON WIRELESS, a California limited partnership
(“Licensee ”).
R E C I T A L S
A. Licensee and City have entered into that certain Agreement for Installation and
Use of Telecommunications Antennas and Supporting Equipment at 30940 Hawthorne
Boulevard in the City of Rancho Palos Verdes, County of Los Angeles, State of California, (the
“Agreement ”), pursuant to which City has agreed to Agreement and demise to Licensee , and
Licensee has agreed to Agreement 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 “1” 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.
A G R E E M E N T
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01203.0015/798994.9 G-3
Exhibit “1”
To Memorandum of Agreement
All that property described as Parcel 3 as shown on “Record of Survey” dated April 10, 2013 and
recorded April 24, 2013, in Book 255, Page 75, Los Angeles County, California.
This being the same property conveyed to City of Rancho Palos Verdes, California from Smart
SMR of California, Inc., a Delaware corporation in a deed dated October 23, 1995 and recorded
February 15, 1996, as Instrument No. 96 267365, Los Angeles County, California.
This being also the same property conveyed to the City of Rancho Palos Verdes from the United
States of America, acting by and through the Administrator of General Services in a deed dated
April 30, 1987 and recorded June 5, 1987, a Instrument No. 87-895749, Los Angeles County,
California.
Being situated in Los Angeles County, California; known as Assessor’s Parcel Number 7573-002-
913.
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01203.0015/798994.9 G-4
EXHIBIT G
Form of Bond
See attached
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01203.0015/798994.9 G-5
PERFORMANCE AND REMOVAL BOND
WHEREAS, the CITY OF RANCHO PALOS VERDES, (“City”) has awarded to
____________________________________, as Contractor (“Principal”) duly organized
under the laws of ________ and authorized to transact business in the State of California, a
Contract (“Agreement”) for the work entitled and described
as follows: _______________________________________________.
WHEREAS, the Principal has entered into an Agreement titled “___________,” dated
______, concerning the property at __________ with the City to construct a wireless
telecommunications facility in the City of Rancho Palos Verdes, which Agreement is incorporated
herein.
WHEREAS, the Agreement requires Principal to provide City with a Performance and
Removal Bond (this “Bond”) guaranteeing Principal’s faithful performance of its obligations
under the Agreement, including, without limitation, removal obligations and payment of monthly
rent.
NOW, THEREFORE, we, the Principal and undersigned Surety, are held and firmly bound
unto the City in the sum of ________________________________________
($______________), this amount being not less than one hundred percent (100%) of the total
Agreement price, lawful money of the United States of America, for payment of which sum well
and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly
and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay
a reasonable attorney’s fee to the City in an amount to be fixed by the court. The Surety represents
that it is duly organized under the laws of ______ and authorized to transact business in the State
of California as surety.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the Principal, or its heirs,
executors, administrators, successors, or assigns, shall in all things stand and abide by, well and
truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the
Agreement and any alteration thereof, made as therein provided, all within the time and in the
manner designated and in all respects according to their true intent and meaning, then this
obligation shall become null and void; otherwise it shall be and remain in full force and effect.
PROVIDED, HOWEVER, that:
1. Neither non-renewal, nor cancellation by the Surety nor failure, nor inability of the
Principal to file a replacement bond shall constitute loss to the City recoverable under this
Bond.
2. Regardless of the period of time that this Bond is in force and regardless of the number
of demands made against the Bond, the Surety’s obligation shall be limited in aggregate to
the penal sum herein.
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01203.0015/798994.9 G-6
3.The Surety hereby stipulates and agrees that no change, extension of time, alteration, or
addition to the terms of the Agreement shall in any manner affect its obligations on this
bond, and it does hereby waive notice of such change, extension of time, alteration, or
modification of the Agreement Documents or of the work to be performed thereunder. The
Agreement documents are incorporated herein by this reference.
4. The term of this bond is for the period commencing ______________ and expiring on
_____________ , unless released by the Obligee prior thereto. However, the term of this
bond may be renewed for an additional one-year period(s) by the issuance of a
Continuation Certificate by the Surety. The Bond may be canceled at any time upon sixty
(60) days advance written notice from Surety to Obligee. Neither non-renewal by the
surety, nor failure, nor inability of the Principal to file a replacement bond shall constitute
a loss to the Obligee recoverable under this bond.
FURTHER, notices, papers and other documents required by Chapter 2 of Title 14 of Part
2 of Code of Civil Procedure, or by any other law, regulation, or requirement of the Agreement
may be served upon Principal at this address:
and upon Surety at this address:
and upon the City at this address: City of Rancho Palos Verdes, 30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275, Attn: Public Works Director.
Executed on 2024.
(Seal if Corporation)
PRINCIPAL,
By
Title
(Attach Acknowledgment of Authorized Representative of Principal)
Any claims under this bond may be addressed to:
(name and address of Surety)
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01203.0015/798994.9 G-7
(name and address of Surety's agent for service of
process in California, if different from above)
(telephone number of Surety's agent in California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Elena Q. Gerli, City Attorney)
NOTICE:
No substitution or revision to this bond form will be accepted. Sureties must be authorized to do
business in and have an agent for service of process in California. Certified copy of Power of
Attorney must be attached.
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