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LICENSEE SITE ACCESS AGREEMENT
THIS SITE ACCESS AGREEMENT ("Agreement"), is made and entered into in
duplicate original this :'_ 6` day of Cco '{ , 2020 (the "Effective Date").
BY AND BETWEEN THE CITY OF ARCADIA a body corporate
and politic, hereinafter referred to as "Owner"
AND NEW CINGULAR WIRELESS PCS, LLC, a
Delaware limited liability company that is a
wholly-owned, indirect subsidiary of AT&T,
Inc., hereinafter referred to as "AT&T-NOW,"
or "Licensee,"
RECITALS:
WHEREAS, Owner is a member of the Los Angeles Regional Interoperable
Communications System Authority (the "LA-RIGS AUTHORITY"), a California joint powers
authority established pursuant to a Joint Powers Agreement dated January 2009 ("JPA") for
the purpose of coordinating governmental services to establish a wide-area interoperable
public safety communications network commonly known as LA-RICS;
WHEREAS, Owner owns certain real property, and permitted LA-RIGS AUTHORITY
pursuant to a Site Access Agreement entered into on January 6, 2015 to use portions of the
real property commonly known as the City of Arcadia Police Department ("ARCPD001"),
located at 250 W. Huntington Dr., Arcadia, CA 91007, and as described on Exhibit A
attached hereto and incorporated herein by reference ("Real Property") for use as a Long
Term Evolution broadband ("LTE") communication site;
WHEREAS, on March 30, 2017, the First Responder Network Authority ("FirstNet"),
an independent authority within the Department of Commerce's National
Telecommunications and Information Administration, announced the award of a contract
(the "FirstNet NPSBN Contract") to AT&T Corp., on behalf of itself and its subsidiaries or
entities that are controlled by AT&T Corp., or by AT&T Corp.'s parent company, AT&T Inc.
(hereinafter referred to collectively as "AT&T;" and AT&T-NOW(the Licensee) is one of the
entities composing the immediately preceding definition of AT&T) to build and operate the
FirstNet National Public Safety Broadband Network ("FirstNet NPSBN");
WHEREAS, LA-RIGS Authority and AT&T have entered into an Asset Transfer
Agreement for LA-RICS Authority to transfer and assign its right, title, and interest in the
initial Broadband Technology Opportunity Program ("BTOP") grant-funded buildout of the
LA-RIGS Public Safety Broadband Network ("LA-RIGS PSBN") to AT&T for inclusion into
the FirstNet NPSBN, with an effective date of December 15, 2017 (the "Transfer
Agreement");
WHEREAS, under the Transfer Agreement, LA-RIGS Authority has agreed, among
other things, to transfer to Licensee its interest, control and responsibility for the BTOP
equipment and infrastructure at ARCPD001;
WHEREAS, AT&T-NCW needs access to ARCPD001 to operate, maintain, repair
and upgrade the ARCPD001 site as part of the FirstNet NPSBN; and
WHEREAS, Licensee is willing to accept and exercise the rights granted by this
Agreement for use of a Licensee Site located on the Real Property in accordance with the
terms and conditions prescribed herein.
NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby
deemed a contractual part hereof, and the mutual promises, covenants, and conditions set
forth herein, the parties hereto agree as follows:
1. LICENSEE SITE; LICENSE
1.01 Owner hereby grants to the Licensee and Licensee hereby accepts from
Owner on the terms and conditions set forth herein, a license to enter upon and use a
designated portion of the Real Property, and/or a specific facility, such as a tower or building
located on the Real Property, (collectively, the "Licensee Sites" and each, individually, a
"Licensee Site"),together with a non-exclusive right to use designated space and easements
on the Real Property (i) for pedestrian and/or vehicular ingress to and egress from the
Licensee Site("Site Access Space")and (ii)for the installation of utilities serving the Licensee
Site ("Utilities Space"), all as shown on Exhibit C attached hereto and incorporated herein by
this reference, for the Permitted Activities defined in Section 2 hereof.
1.02 The Licensee has personally inspected the Licensee Site(s) and the
surrounding area and evaluated the extent to which the physical condition thereof will affect
its operations. The Licensee, on behalf of itself and its member agencies, the Vendor, the
Broadband Vendor and the FirstNet Parties, accepts each Licensee Site, Site Access Space
and Utilities Space "as-is" and with all faults, in its present physical condition, including its
environmental condition, with no duty for either party to investigate. Owner makes no
warranty, express or implied, and specifically disclaims all warranties whatsoever, as to the
fitness for purpose, condition of or suitability of any Licensee Site, Site Access Space,
Utilities Space, or the Real Property for the Licensee's intended use or for any purpose;
including without limitation its physical condition, including the condition and stability of the
soils or groundwater on or under any of the Real Property; or the presence of pollutants,
hazardous substances or contaminants therein. Except as otherwise provided in this
Agreement, the Licensee agrees that it shall make no demands on Owner for any repair,
improvement or alteration of the Licensee Site, Site Access Space, Utilities Space or the
Real Property, and shall make no claims whatsoever against Owner for costs, damages, or
expenses as a result of the condition of any Licensee Site, Site Access Space, Utilities Space
or the Real Property or for the costs incurred for any remediation or preparation work
undertaken to ready the Licensee Site or the Real Property for Licensee's use pursuant to
this Agreement.
1.03 Licensee hereby acknowledges the title or other legal right of possession of
the Owner or its successors in the Real Property and covenants and agrees never to assail,
contest, or resist said title. Licensee shall keep the Real Property, Licensee Sites, Site
Access Space, and Utilities Space free from any liens arising from any work performed,
materials furnished, or obligations incurred by or at the request of Licensee. If any lien is
filed, Licensee shall promptly discharge, bond or otherwise secure same to Owner's
satisfaction.
1.04 Ownership of the Licensee Facility (as defined in Section 2.01) constructed
by the Licensee upon each and every site comprising the Licensee Site and all
alterations, additions or betterments thereto shall be the personal property of the
Licensee and not fixtures, and shall remain with the Licensee. The Licensee may
remove the Licensee Facility or any elements thereof at any time during the term of the
Agreement at its sole cost and expense and in compliance with this Agreement, and
Owner hereby waives any and all lien rights it may have in relation thereto, statutory or
otherwise.
2. PURPOSE AND USE
2.01 The purpose of this Agreement is to allow the Licensee to use the Licensee
Site, Site Access Space and Utilities Space for the installation, construction, connection,
modification, use, operation, monitoring, maintenance, repair, replacement,
supplementation and upgrade of a Communication Facility (including a support structure
such as a monopole if described in the exhibits hereto) for the transmission and
reception of communications signals in a manner that is consistent with AT&T's overall
strategy for providing services under the FirstNet NPSBN Contract and fulfilling its
obligations to FirstNet thereunder (the "FirstNet NPSBN Solution"), and as otherwise
provided in accordance with this section and the terms and conditions of this Agreement.
For clarity, in order to provide the FirstNet NPSBN Solution, Licensee shall not be limited
in its use of the Licensee Site to (a) the use of any specific technology, (b) changes in
technology, (c) the use of specific bands of spectrum as long as Band Class 14 is also
used at the Licensee Site, unless otherwise agreed to by Owner, or(d) to the use of any
specific type of communications equipment. However, with respect to (a) through (d),
and unless the Owner has otherwise previously reviewed pursuant to Section 8
(Alterations) and provided approval:
(i). The technology or communications equipment must use the
spectrum for the FirstNet NPSBN Solution;
(ii). Licensee's communications equipment at the Licensee Site will not
exceed, following the Effective Date of this Assignment, the (1) footprint of the
concrete pad for the eNodeB, (2) the footprint of the caisson upon which the
telecommunication tower currently sits on, (3) the existing height of the
telecommunications tower, (4) the footprint of the current equipment collocated
in an equipment shelter or equipment room owned or controlled by Owner, if
applicable, or (5) the footprint occupied by the current roof-mount installation, if
one exists at the Licensee Site; and
(iii). Licensee will obtain and maintain such permits and licenses
required for the construction and operation of its communications equipment and
will operate in accordance with all applicable laws and regulations.
Licensee and its Authorized Representatives (as defined in Section 13.01 hereof)
shall have the right, at its sole expense in accordance with all of the terms and conditions
of this Agreement to install, construct, connect, modify, use, operate, monitor, repair,
replace, supplement and upgrade the Licensee's Communications facility, which may
consist of, but shall not be limited to, the infrastructure, shelters, equipment and related
improvements listed on Exhibit B (Equipment List) attached hereto and incorporated
herein by this reference (such facility, and associated infrastructure, shelters, equipment
and related. improvements, and other related materials as may be deemed necessary
by Licensee collectively, the "Licensee Facility"). Each Licensee Site, Site Access
Space, and Utilities Space shall be used for only the purposes authorized by this Section
2.01, and such other purposes as are directly related thereto, and for no other purposes
whatsoever (collectively the "Permitted Activities").
2.02 The Licensee shall ensure that all usage of the Licensee Site, Site Access
Space and Utilities Space hereunder, including without limitation usage by the
Authorized Representatives of Licensee, is in compliance with all terms and conditions
of this Agreement.
2.03 Nothing contained in this Agreement shall be deemed or construed in any
way to limit the Owner's authority to exercise any right or power concerning the utilization
of the Real Property including without limitation the LTE Site, Site Access Space and
Utilities Space; provided, however, that such Owner authority shall not be exercised in
a manner inconsistent with this Agreement.
3. APPROVALS/DESIGN REVIEW
3.01 The Licensee shall furnish and submit to Owner copies of project plans and
specifications (along with any other information reasonably requested by Owner) for the
Licensee Site for Owner's review and input (and approval, to the extent approval is
required under this Agreement). For modifications to the telecommunication tower, or
for alterations that involve ground disturbance, Licensee shall furnish and submit to
Owner copies of project plans and specifications (along with any other information
reasonably requested by Owner) for the Licensee Site at the 50%, 75%, and 100%
stages of design development, for their review and input (and approval, to the extent
approval is required under this Agreement). Licensee agrees to discuss with Owner its
concerns, if any, regarding the proposed plans.
3.02 Upon the Owner's and Licensee's approval of the final site plan for the
Licensee Site, such final site plan will be deemed incorporated herein by reference as Exhibit
C. Owner and the Licensee agree that the Licensee will comply with the Owner's City Building
Code requirements. The parties agree that Owner's concerns will be taken into consideration
throughout the Licensee Site plan approval process, as described in this Section 3
(Approvals/Design Review) and in Section 8 (Alterations) .
3.03 Should ministerial permits be required, Owner shall expeditiously process such
permits within its jurisdiction. To the extent there may be costs associated with Owner's
review, such costs will be waived for Licensee. The Licensee may perform and obtain, at the
Licensee's sole cost and expense, soil borings, percolation tests, engineering reports,
environmental investigations or other tests or reports on, over, and under each Licensee Site
to the extent necessary to proceed with design, construction, or for compliance with the
California Environmental Quality Act and/or the National Environmental Policy Act, and/or to
determine if the Licensee's use of the Licensee Site will be compatible with the Licensee's
engineering specifications and design and operational requirements. Owner shall work
cooperatively and expeditiously with the Licensee to complete review of any project plans
and specifications, so as not to delay the design and construction of the Licensee Facility.
4. TERM
The initial term ("Initial Term") of the Agreement shall commence upon full execution of this
Agreement ("Commencement Date") and shall terminate on the fifteenth (15th) anniversary
of January 6, 2015, unless terminated earlier by: (a) written notice of termination by
Licensee; or (b) written notice of termination by Owner pursuant to Section 27 (Default)
hereof. If not terminated earlier, at the end of the Initial Term, the Agreement shall
automatically renew for one year renewal terms unless and until terminated by written notice
of termination by Owner pursuant to Section 27 (Default) hereof or by six (6) months written
notice of election not to renew given by either party.
5. CONSIDERATION
5.01 Commencing on the first day of the month following the Commencement Date,
Licensee will pay Owner on or before the fifth (5th) day of each calendar month in advance,
Four Thousand Five Hundred and No/100 Dollars ($4,500.00) (the "Rent"), at the address
for Owner set forth in Section 20 below. In any partial month occurring after the
Commencement Date, the Rent will be prorated. The initial Rent payment will be forwarded
by Licensee to Owner within sixty (60) days after the Commencement Date.
5.02 Each year on the anniversary of the Commencement Date, the monthly Rent
will increase by the greater of: (a) three percent (3%) of the previous year's rental amount,
or (b) an amount equal to the increase in the Consumer Price Index ("CPI") for the most
recently published twelve (12) month period prior to the anniversary of that Rent
Commencement Date. The CPI shall mean the Consumer Price Index (All Items, Base
1982-84 = 100) as published by the United States Department of Labor, Bureau of Labor
Statistics for All Consumers for the Los Angeles-Riverside-Orange County Area", or if such
index shall be discontinued, the successor index, or if there shall be no successor index,
such comparable index as mutually agreed upon by the parties.
5.03 All charges payable under this Agreement, such as utilities, shall be billed by
Owner within one (1) year from the end of the calendar year in which the charges were
incurred; any charges beyond such period shall not be billed by Owner, and shall not be
payable by Licensee. The foregoing shall not apply to monthly Rent which is due and
payable without a requirement that it be billed by Owner. The provisions of this subsection
shall survive the termination or expiration of this Agreement.
6. CONDITIONS PRECEDENT TO INSTALLATION OR ALTERATION OF
LICENSEE FACILITY
6.01 Owner shall have the opportunity to review and provide input, if any, and to
approve all project plans and specifications for the Licensee's proposed installation of the
equipment comprising the Licensee Facility and for any proposed alterations (not including
"like-kind" replacements) of the equipment comprising the Licensee Facility after Licensee's
initial installation of the Licensee Facility on the Licensee Site. The Licensee shall not
commence installation of equipment comprising the Licensee Facility or permit any alteration
of same on a Licensee Site, or any portion thereof, including changes to power outputs or
changes in the use of frequencies described in Exhibit B hereto until the Owner has been
provided an opportunity to review and has approved the plans and specifications. Such
approval shall not be unreasonably denied, delayed or conditioned. Notwithstanding the
foregoing, Owner's review and approval of the use of additional frequencies/spectrum bands
is limited to screening for potential interference issues and to confirm that Band Class 14
continues to be used at the Licensee Site, as in all cases Licensee shall be required to
continue using Band Class 14 during the term of this Agreement.
6.02 Owner's review and approval of the plans shall not release the Licensee from
the responsibility for, or the correction of, any errors, omissions or other mistakes that may
be contained in the plans and specifications. The Licensee shall be responsible for notifying
Owner and all other relevant parties immediately upon discovery of such omissions and/or
errors.
6.03 The Licensee, prior to commencement of any activity on a Licensee Site that
would constitute a "project"as that term is defined in Title 14, Section 15378 of the California
Code of Regulations, will provide Owner evidence that it has complied with all applicable
requirements of the California Environmental Quality Act (Pub. Resources Code § 21000 et
seq., "CEQA").
7. INSTALLATION
7.01 Licensee shall install the Licensee Facility at its own expense and risk as
approved by Owner in accordance with the terms hereof, including without limitation Section
6.
7.02 Licensee shall install interference protection devices such as isolators,
cavities, circulators, or combiners as required or recommended by accepted industry
practices.
7.03 Each component of the Licensee Facility shall be clearly identified with
Licensee's and, as applicable, member agency, Vendor, Broadband Vendor, and/or FirstNet
Party's name, address, telephone number, Federal Communications Commission ("FCC")
license and frequencies in use. Such identification shall be attached to each component of
the Licensee Facility in plain view.
7.04 Licensee shall have the right to finance and construct approved equipment
and related improvements on the Licensee Site at Licensee's sole cost and expense, except
as may be provided otherwise by other agreements.
7.05 Owner shall have the right to inspect the Licensee Facility and the Licensee -
Site at any time during and after installation upon not less than 24 hours prior written notice
to the Licensee (except in cases of emergency pursuant to Section 14 hereof) and, at
Licensee's option, with the right to require an Licensee representative to accompany Owner
during any such inspection of or access to a Licensee Site.
7.06 Upon completion of the installation of the equipment comprising the License
Facility at the Licensee Site, Licensee shall provide Owner with as-built drawings of the
Licensee Facility ("As-Builts"). Such As-Builts shall include the location of any of Licensee
shelters, cabinets, grounding rings, cables, and utility lines associated with Licensee use of
the Licensee Site in CAD and PDF formats. Upon receipt of the As-Builts by Owner, the As-
Builts shall be deemed incorporated herein by reference as updates to Exhibit C. In the event
that Licensee fails to deliver the As-Builts as required by this Section within ten business
days of receipt of written notice, Owner may cause such As-Builts to be prepared on behalf
of Licensee and Owner shall assess a fee for such As-Builts, the cost of which shall become
immediately due and payable to Owner upon invoice accompanied by supporting
documentation of such fee.
8. ALTERATIONS
8.01 Licensee shall make no renovations, alterations, structural upgrades or other
improvements to the Licensee Site or the Real Property other than to install, maintain,
replace and operate the Licensee Facility in accordance with the documentation attached
hereto as Exhibits A, B, and C and/or as permitted elsewhere herein, without providing prior
written notice to Owner, provided that such renovations, alterations, or improvements shall
be consistent with the Permitted Activities set forth in Section 2.01 hereof.
8.02 Notwithstanding the foregoing, however, it is understood and agreed that
Licensee shall have the right to perform any alterations or modifications and/or make repairs
and replacements: (a) of "like-kind" (equipment replacement with equipment of similar
dimensions and at the same location) infrastructure, shelters, equipment, and/or related
improvements without providing notice to the Owner(b) consistent with the NPSBN Solution
as long as it meets the requirements of Section 2.01 hereof; and/or(c) that may be required
as a result of FCC rules or regulations, after providing notice to the Owner.
8.03 Licensee agrees to submit to the Owner, for review and approval as required
by Section 6 hereof, all plans and specifications, working drawings, and other information
reasonably required by the Owner covering proposed alterations by Licensee. All work to be
done by Licensee shall be performed in accordance with the plans provided to and approved
by Owner and shall, where required, be subject to inspection by Owner's City Building
Inspector.
8.04 Upon completion of any alterations at the Licensee Site permitted hereunder,
Licensee shall provide Owner with updated versions of the As-Builts consistent with the
requirements of Section 7.06 hereof.
9. MAINTENANCE
9.01 Owner shall be responsible for general maintenance of the Real Property,
including the Licensee Site, but excluding the Licensee Facility, and such maintenance
responsibility shall include general upkeep, landscaping, lawn-mowing, and related
maintenance activities.
9.02 Following the construction and installation of Licensee's infrastructure, shelter,
equipment, and related improvements, Licensee shall thereafter, at its sole cost and
expense, perform maintenance, repairs, and like- kind replacements of its equipment
comprising the Licensee Facility as necessary and appropriate for its ongoing business and
has the right to do all work necessary to maintain the Licensee Site to accommodate
Licensee's infrastructure, shelter, equipment, and related improvements and as required for
Licensee's operations of the Licensee Facility at the Licensee Site.
9.03 The Licensee Site shall be kept neat and clean by Licensee and ready for
normal use by Owner and other users. Should Licensee fail to accomplish this, following
fourteen (14) days' written notice from Owner, Owner may perform the work and Licensee
shall pay the cost thereof upon written demand from Owner.
10. CONSTRUCTION & MAINTENANCE STANDARDS
10.01 Installation, operation and maintenance activities by Licensee on the Licensee
Site, Site Access Space and Utilities Space shall be performed in a neat and workmanlike
manner and shall at all times comply in all respects to the statutes, laws, ordinances and
regulations of any governmental authority having jurisdiction which are applicable to the
installation, construction, operation and maintenance activities of Licensee under this
Agreement, including but not limited to the Owner's City Building Code.
10.02 Licensee shall remove any debris anywhere on the Real Property resulting
from installation, maintenance, operation and construction on the Licensee Site by Licensee
or its Authorized Representatives. In the event that Licensee fails to remove such debris
from the Real Property, Owner shall provide written notice to Licensee and allow Licensee
fourteen (14) days after receipt of notice to remove such debris. After the expiration of such
ten-day period, Owner shall cause such debris to be removed and invoice Licensee for the
reasonable costs of said removal.
10.03 Licensee shall be responsible for the timely repair of all damage to the
Licensee Site or the Real Property or the repair or replacement of damaged or destroyed
personal property of the Owner or third parties caused by the activities of Licensee or its
Authorized Representatives. Should Licensee fail to promptly make such repairs or
replacements after 30 days written notice from Owner, Owner may have repairs or
replacements made and Licensee shall pay the cost thereof upon written demand by Owner.
11. OTHER OPERATIONAL RESPONSIBILITIES
11.01 As applicable, Licensee and its Authorized Representatives (as defined in
Section 13.01) shall:
(a) Comply with and abide by all applicable rules, regulations and
directions of Owner.
(b) At all times hold the rights to build, deploy and operate under the
FirstNet NPSBN and comply with all applicable City and County ordinances and all State
and Federal laws, and, in the course thereof, obtain and keep in effect all required permits
and licenses required to engage in the Permitted Activities on the Licensee Site.
(c) Conduct the Permitted Activities in a courteous and non-profane
manner, operate without interfering with the use of the Real Property by Owner or the public,
except as herein permitted, and remove any agent, invitee or employee who fails to conduct
Permitted Activities in the manner heretofore described.
(d) Assume the risk of loss, damage or destruction to the Licensee Facility
and any and all fixtures and personal property belonging to Licensee that are installed or
placed within the Licensee Site resulting from or due to any cause whatsoever, unless such
loss, damage or destruction was caused by the negligence or willful act or omission of the
Owner, its agents, employees or contractors.
11.02 Advertising Materials and Signs. Except for warning signs required by law,
Licensee and its Authorized Representatives shall not post signs upon the Licensee Site or
the improvements thereon or on the Real Property, or distribute or cause to be distributed
any advertising materials unless prior approval therefor is obtained from the Owner.
11.03 Habitation. The Licensee Site shall not be used for human habitation.
11.04 Illegal Activities. Licensee and its Authorized Representatives shall not
knowingly permit any illegal activities to be conducted upon the Licensee Site or the Real
Property.
11.05 Safety. Licensee shall immediately correct any unsafe condition on the
Licensee Site, as well as any unsafe practices occurring thereon, to the extent such unsafe
condition or practice occurs as a result of Licensee's use and its Authorized Representatives'
use of the Licensee Site. Licensee shall cooperate fully with Owner in the investigation of
any accidental injury or death occurring on the Licensee Site, including a prompt report
thereof to the Owner. Licensee shall cooperate and comply fully with Owner, State,
municipal, federal or any other regulatory agency having jurisdiction thereover, regarding
any safety inspections and certifications of any and all Licensee Facility. Licensee, at its
expense, may use any and all appropriate means of restricting public access to the Licensee
Site, subject to prior approval by the Owner, such approval not to be unreasonably denied,
delayed or conditioned.
11.06 Sanitation. No offensive matter, refuse, or substance constituting an
unnecessary, unreasonable or unlawful fire hazard, or material detrimental to the public
health in violation of the law, shall be permitted or remain on the Licensee Site and within a
distance of fifty (50) feet thereof, and Licensee and Owner shall prevent any accumulation
thereof from occurring.
11.07 Security Devices. Licensee, at its own expense, may provide any legal devices
or equipment and the installation thereof, designated for the purpose of protecting the
Licensee Site from theft, burglary or vandalism, provided written approval for installation
thereof is first obtained from the Owner. Owner shall be responsible for securing the Real
Property.
12. RELOCATION
12.01 Owner shall have the right to request relocation of the Licensee Facility or any
portion thereof on no more than one occasion during the term hereof to another location on
the Real Property ("Alternate Site"), provided:
(a) the Alternate Site: (i) is substantially similar to Licensee's current
Licensee Site in size, (ii) is compatible with Licensee's use pursuant to Section 2 hereof, and
(iii) does not interfere with any portion of the Licensee Facility or the Licensee system or
equipment;
(b) Owner shall pay all costs incurred by Licensee for relocation of
Licensee's equipment from the Licensee Site to the Alternate Site and any improvement of
the Alternate Site to make it substantially similar to the Licensee Site, including all costs
incurred to obtain all of the certificates, permits, and other approvals that may be required
by any agency having jurisdiction, including costs required to comply with CEQA and the
National Environmental Policy Act(NEPA), as applicable, prior to any activity at an Alternate
Site that would constitute a "project" as that term is defined in Title 14, Section 15378 of the
California Code of Regulations, as well as any soil boring tests needed to permit Licensee's
use of the Alternate Site;
(c) Owner shall give Licensee at least six (6) months written notice before
requiring relocation; and
(d) Licensee's use pursuant hereto will not be interrupted and Licensee
shall be allowed, if necessary, to place temporary equipment on the Real Property during
the relocation.
12.02 Licensee shall have the right to request relocation of the Licensee Facility or
any portion thereof to an Alternate Site on the Real Property in order to provide the FirstNet
NPSBN Solution provided that:
(e) the Alternate Site: (i) is substantially similar to Licensee's current
Licensee Site in size, (ii) is compatible with Licensee's use pursuant to Section 2 hereof, and
(iii) does not interfere with any portion of the Licensee Facility or the Licensee system or
equipment; (iv) does not interfere with the current or planned future use of the Real Property
by the Owner or by the Owner's other licensees, lessees, invitees or other users.
(f) Licensee shall pay all costs relating to relocation of the Licensee
Facility from the Licensee Site to the Alternate Site and any improvement of the Alternate
Site to make it substantially similar to the Licensee Site, including all costs incurred to obtain
all of the certificates, permits, and other approvals that may be required by any agency
having jurisdiction, including costs required to comply with CEQA and NEPA, as applicable,
prior to any activity at an Alternate Site that would constitute a "project" as that term is
defined in Title 14, Section 15378 of the California Code of Regulations, as well as any soil
boring tests needed to permit Licensee 's use of the Alternate Site;
(g) Licensee shall give Owner at least six (6) months written notice of the
requested relocation.
13. ACCESS TO LTE LICENSEE SITE
13.01 Owner hereby grants to the Licensee and its employees, agents, Vendors,
escorted invitees, the First Net Parties and other agents("Authorized Representatives a non-
exclusive right to use, at its sole risk , during the term of this Agreement, the access which
serves the Licensee Site("Access")twenty-four(24) hours per day, seven (7) days per week
in accordance with the Site Access and Use Procedures specified by Owner and attached
hereto as Exhibit D. The Licensee shall provide Owner with advance notice of the
representatives or agents who are Authorized Representatives accessing the Licensee Site
pursuant to this Section.
13.02 Licensee acknowledges and agrees that occasions may arise requiring the
Licensee to share in the cost of cleaning up of mud-slide debris or other debris, and restoring
the Site Access Space to its original accessible condition after a storm or heavy rainfall or
other severe weather event or natural disaster. Licensee hereby agrees to pay its reasonable
proportionate share of such clean-up repair costs within thirty (30) days of receipt of an
invoice from Owner, and acknowledges and agrees that the details of any such clean- up or
repair and associated cost may be disclosed to Licensee by Owner upon at least thirty (30)
days' notice. Notwithstanding the foregoing, the Licensee's financial burden pursuant to this
Section shall not exceed five thousand dollars ($5,000) per incident.
14. EMERGENCY ACCESS BY OWNER
14.01 The Owner and its authorized agents may access the Licensee Site at any time
for the purpose of inspection and/or for making emergency improvements or repairs to the
Licensee Site or to interrupt or terminate Licensee's transmission(s) from the Licensee Site
or electrical supply to the Licensee Site, should Licensee be unable or unwilling to respond
to Owner's request to take immediate action to correct any deficiency which threatens
Owner's operation on the Licensee Site or on the Real Property, provided that Owner shall
endeavor to provide a 24-hour prior notice to Licensee and shall access the Licensee Site in
the presence, if possible, of a Licensee representative, if provided by Licensee.
14.02 Notwithstanding the foregoing, Owner shall not be required to provide notice
to Licensee prior to entering the Licensee Site and taking any of the actions described in
Section 14.01 due to an emergency . Owner shall use its best efforts to minimize any
inconvenience or disturbance to Licensee when entering the Licensee Site and Owner shall
notify Licensee of such entry and/or actions pursuant to Section 14.01 as soon as reasonably
practicable after such entry or actions have been undertaken by Owner.
14.03 Licensee shall reimburse Owner within thirty (30) days of receipt of Owner's
written request for Owner's actual costs to correct any deficiency that is corrected by Owner
pursuant to this Section.
14.04 Licensee AGREES NOT TO HOLD OWNER RESPONSIBLE OR LIABLE
FOR AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD OWNER HARMLESS
FROM ANY DAMAGE, LOSS, CLAIM OR LIABILITY OF ANY NATURE SUFFERED AS A
RESULT OF THE LOSS OF THE USE OF THE LICENSEE FACILITY OR OTHER
FACILITIES AT THE LICENSEE SITE OR OTHERWISE AFFECTED BY THE
EMERGENCY ACTIONS TAKEN BY OWNER.
15. RADIO FREQUENCY EMISSIONS/INTERFERENCE
15.01 Licensee acknowledges that there are pre-existing radio frequency uses on
the Real Property including governmental public safety (police) radio frequency uses and
warrants that its use of the Licensee Site(s) including use by any of the Licensee or its
Authorized Representatives will not interfere with those pre-existing radio frequency uses on
the Real Property, as long as the pre-existing radio frequency user(s) operate and continue
to operate within their respective frequencies and in accordance with all applicable laws and
regulations.
15.02 For the purposes of this Agreement, "interference" may include, but is not
limited to: (a) any use by any party or by any third party granted rights by the Owner on the
Real Property that causes electronic or physical obstruction with, or degradation of, the
communications signals from the communication facility or the Licensee Facility; or (b) any
use by Licensee or its Authorized Representatives on the Real Property that causes
electronic or physical obstruction with, or degradation of, the communications signals from
pre-existing radio frequency uses on the Real Property.
15.03 No Interference. Licensee shall not use the Licensee Site in any way which
causes radio frequency ("RF") interference in excess of levels permitted by the FCC or
otherwise interferes with the use of the Property by Owner or Owner's agents, invitees or
other licensees or users who may occupy portions of the Real Property at the time this
Agreement is entered into, and such installation by Licensee shall not cause RF interference
with equipment,transmission or reception (operated currently). Licensee shall be responsible
for electromagnetic compatibility of Licensee's equipment with existing equipment at the Real
Property.
15.04 In addition to the pre-existing uses identified in Section 15.01, Licensee agrees
that Owner may grant the use of any portions of the Real Property to any third party for the
purpose of installing communications transmitting equipment, so long as such uses do not
conflict or interfere with Licensee's operations as provided for pursuant to this Agreement.
Any third party granted rights by the Owner shall be required to comply with all applicable
noninterference rules of the FCC.
15.05 In addition to the pre-existing uses identified in Section 15.01, Owner reserves
the right, at its expense, to install on the Real Property, including without limitation within the
LTE Site, its own communications shelter, telecommunication equipment, and tower space
for telecommunications and/or microwave (collectively, the "Owner Facilities") so long as the
installation of said Owner Facilities does not interfere with Licensee's operations. Licensee
and Owner agree to make commercially reasonable efforts to resolve any radio frequency
interference issues with equipment, transmission or reception caused by the installation of
the Owner Facilities.
15.06 Interference With Public Safety Systems. In the event of any interference
with Owner Facilities that are used for Public Safety such as Police or Fire Department,
CWIRS, Paramedic or LAnet systems, or any future public safety-related systems, which is
caused by Licensee's equipment or operations, Licensee shall be immediately notified by
Owner of such interference and Licensee shall meet promptly with Owner to cooperatively
discuss and reach agreement on how such interference will be resolved within twenty-four
(24) hours after receipt of notice of interference from Owner. Licensee will make
commercially reasonable efforts to cause any such interference to cease within twenty-four
(24) hours after receipt of notice of interference from Owner. In the event any such
interference with pre-existing Public Safety Systems does not cease within the
aforementioned cure period, Licensee shall power down to the extent necessary to eliminate
the interference or cease operations of Licensee's equipment at the Licensee Site which are
suspected of causing interference (except for intermittent testing to determine the cause of
such interference) until the interference has been corrected. In the event any such
interference with any Public Safety Systems that were installed or modified after the Licensee
Facility does not cease within the aforementioned cure period, Licensee and Owner agree to
cooperatively make commercially reasonable efforts to resolve any radio frequency
interference issues or to determine which communications system, if any, must power down
to the extent necessary to eliminate the interference or cease operations of equipment at the
Real Property which are suspected of causing interference pending such resolution.
15.07 Interference With Non-Public Safety Systems. In the event Licensee's
operations or equipment causes interference with non-public safety- related systems of
Owner or any other duly authorized occupant of the Real Property, written notice of such
interference shall be provided to Licensee and Licensee shall promptly meet with Owner to
cooperatively discuss and reach agreement on how such interference will be resolved within
seventy-two (72) hours after receipt of notice of interference from Owner. In the event any
such interference with pre-existing non-public safety-related systems does not cease within
the aforementioned cure period, Licensee shall power down to the extent necessary to
eliminate the interference or cease operations of Licensee's equipment at the Licensee Site
which are suspected of causing interference (except for intermittent testing to determine the
cause of such interference) until the interference has been corrected. In the event any such
interference with any non-public safety-related systems that were installed or modified after
the Licensee Facility does not cease within the aforementioned cure period, Licensee and
Owner agree to cooperatively make commercially reasonable efforts to resolve any radio
frequency interference issues.
15.08 Interference During Emergency. If any measurable interference caused by
Licensee's equipment with Owner's electronic equipment during an emergency incident
occurs, upon being notified by Owner of such interference, the Licensee will immediately
power down to the extent necessary to eliminate the interference or cease operation,
transmission or further use of Licensee's interfering equipment at the Licensee Site until such
time as the emergency incident or interference has ended but Licensee shall be permitted to
power up its equipment for intermittent testing with notice. The parties will meet promptly
following such interference to cooperatively discuss and reach agreement on how such
interference will be resolved.
15.09 Compliance With Law. Licensee is aware of its obligation to comply with all
applicable rules and regulations of the FCC pertaining to RF emissions standards, as well as
applicable rules and/or regulations of any other federal or state agency (including without
limitation the Occupational Safety and Health Administration ("OSHA") having jurisdiction
over the installation, operation, maintenance and/or working conditions involving RF
emissions and/or safety and work standards performed on or near communications towers
and antenna-licensed premises. Licensee agrees to be solely responsible for compliance
with all applicable FCC and other governmental requirements with respect to installation,
operation, and maintenance of its own equipment and for repairs to its own equipment at the
Licensee Site. Licensee will immediately remedy its operations to comply with such
applicable laws, rules and regulations as they apply to its operations, individually and in the
aggregate, with all applicable FCC and other applicable governmental RF emissions
standards, but shall only be liable for any violations of such applicable standards to the extent
arising solely from Licensee's equipment alone and not in combination with others. Where
Licensee's equipment, in combination with other, exceed or violates such standards,
Licensee shall reasonably cooperate with Owner and with other relevant parties to mitigate
such violations in a timely manner.
16. UTILITIES
16.01 Licensee shall, at its sole cost and expense, cause the installation of any utility
service line including electrical supply and telephone lines in the Utilities Space required by
or for the conduct of the Permitted Activities. The utilities shall be separately metered and
Licensee shall be responsible for the payment of all charges for use of utilities necessary for
the operation of the Licensee Facility on the Licensee Site.
16.02 If such separately metered utilities installation is not feasible, as determined by
Owner, Licensee acknowledges and agrees that Licensee nonetheless shall be responsible
for any and all costs of utilities used by Licensee, which costs will be invoiced by Owner and
paid by Licensee within thirty (30) days of its receipt of such invoice.
17. HOLD HARMLESS AND INDEMNIFICATION
17.01 Licensee agrees to indemnify, defend, save and hold harmless Owner and its
agents, elected and appointed officers, and employees from and against any and all liability,
expense(including,without limitation, defense costs and legal fees), and claims for damages
of any nature whatsoever, including, without limitation, bodily injury, death, personal injury,
or property damage arising from or connected with Licensee's operations or its services
hereunder, including, without limitation, any Workers' Compensation suit, liability, or
expense, arising from or connected with services performed on behalf of Licensee by any
person pursuant to this Agreement including without limitation the Vendor and the FirstNet
Parties.
17.02 Owner agrees to indemnify, defend, save and hold harmless Licensee and its
member agencies, agents, elected and appointed officers, employees, and contractors from
and against any and all liability, expense (including, without limitation, defense costs and
legal fees), and claims for damages of any nature whatsoever, including, without limitation,
bodily injury, death, personal injury, or property damage arising from or connected with the
negligence or willful misconduct of Owner and/or its agents, elected and appointed officers,
employees, and contractors in connection with the performance of Owner's obligations
hereunder.
18. INSURANCE
18.01 Without limiting Licensee's obligations to Owner, Licensee shall provide and
maintain, at its own expense during the term of this Agreement, the following program(s) of
insurance covering its operations hereunder. Such insurance shall be provided by insurer(s)
with an A.M. Best rating of at least A-VII, and evidence of such programs satisfactory to the
Owner Risk Manager, shall be delivered to Lisa Mussenden, Chief Deputy City Clerk at
240 W. Huntington Drive, Arcadia, CA 91007, on or before the effective date of this
Agreement. Such evidence shall specifically identify this Agreement and shall contain
express conditions that Owner is to be given written notice at least thirty(30)days in advance
of cancellation or non-renewal of any required coverage that is not replaced and shall include
the Owner as an additional insured (except for the Workers' Compensation Insurance).
Licensee may self-insure the insurance required under this Agreement. Licensee will require
its contractors and subcontractors to provide commercial insurance as required in the
Section, and any additional insurance required by Licensee of its contractor/subcontractor,
shall include the Owner as an additional insured.
(a) Commercial General Liability. A program of insurance which shall be
primary to and not contributing with any other insurance maintained by Owner, written on
ISO policy form CG 00 01 or its equivalent and endorsed to include the Owner as an
additional insured, and shall include, but not be limited to:
(1)Comprehensive general liability insurance endorsed for Site-operations,
products/completed operations, contractual, broad form property damage, and personal injury
with a limit of not less than:
General Aggregate: $5 million
Products/Completed Operations Aggregate: $1 million
Personal and Advertising Injury: $1 million
Per occurrence $5 million
(2) Automobile Liability Insurance (written on ISO form CA 00 01 or its
equivalent) with a limit of liability of$1 million for each accident, and providing coverage for
all"owned,""hired"and "non-owned"vehicles, or coverage for"any auto,"used in Licensee's
business operations.
(b) Workers Compensation. A program of workers' compensation
insurance in an amount and form to meet all applicable requirements of the labor code of the
State of California, and which specifically covers all persons providing services on behalf of
Licensee and all risks to such persons under the Agreement.
Each Accident: $1 million
Disease- policy limit: $1 million
Disease- each employee: $1 million
(c) Commercial Property Insurance. Licensee may self-insure this risk.
Such coverage shall:
(1) Provide coverage for Owner's property, and any improvements
and betterments; This coverage shall be at least as broad as that provided by the Causes-
of-Loss Special Form(ISO form CP 10 30), Ordinance or Law Coverage, flood, and Business
Interruption equal to two (2) years annual rent;
(2) Be written for the full replacement cost of the property, with a
deductible no greater than $250,000 or 5% of the property value whichever is less. Insurance
proceeds shall be payable to the Owner and Licensee as their interests may appear and be
utilized for repair and restoration of the Premises. Failure to use such insurance proceeds to
timely repair and restore the Premises shall constitute a material breach of the Agreement.
(d) Construction Insurance. If major construction work is performed by
Licensee during the term of this Agreement(i.e. demolition of structures, construction of new
structures, renovation or retrofit involving structures frame, fo \.mdation or supports, or
more than 50% of building, etc.) then Licensee or Licensee's contractor shall provide the
following insurance. Owner shall determine the coverage limits required on a project by
project basis.
(1) Installation Floater Insurance. Licensee is self-insured. Such
coverage shall insure against damage from perils covered by the Causes-of-Loss Special
Form (ISO form CP 10 30). This insurance shall be endorsed to include earthquake, flood,
ordinance or law coverage, coverage for temporary offsite storage, debris removal, pollutant
cleanup and removal, testing, preservation of property, excavation costs, landscaping,
shrubs and plants, and full collapse coverage during construction, without restricting
collapse coverage to specified perils. Such insurance shall be extended to include boiler&
machinery coverage for air conditioning, heating and other equipment during testing. This
insurance shall be written on a completed- value basis and cover the entire value of the
construction project, including Owner furnished materials and equipment, against loss or
damage until completion and acceptance by the Licensee and the Owner if required.
(2) General Liability Insurance. Such coverage shall be written on
ISO policy form CG 00 01 or its equivalent, including Owner as an additional insured, with
limits of not less than:
General Aggregate: $50 million
Products/Completed Operations Aggregate: $50 million
Personal and Advertising Injury: $25 million
Each Occurrence: $25 million
The Products/Completed Operations coverage shall continue to be maintained in the amount
indicated above for at least two (2) years from the date the Project is completed and
accepted by the Licensee and the Owner if required.
(3) Automobile Liability. Such coverage shall be written on ISO policy
form CA 00 01 or its equivalent with limits of not less than $1 million for bodily injury and
property damage, in combined or equivalent split limits, for each single accident. Such
insurance shall cover liability arising out of Licensee's or Licensee's contractor use of autos
pursuant to this lease, including owned, leased, hired, and/or non-owned autos, as each
may be applicable.
(4) Professional Liability. Licensee is self-insured. Such insurance
shall cover liability arising from any error, omission, negligent, or wrongful act of the
Licensee's contractor and/or licensed professional (i.e. architects, engineers, surveyors,
etc.)with limits of not less than $1 million per claim or wrongful act and $5 million aggregate
. The coverage shall also provide an extended two-year reporting period commencing upon
expiration, termination or cancellation of the construction project.
(5) Workers Compensation and Employer's Liability Insurance
or qualified self-insurance satisfying statutory requirements. Such coverage shall provide
Employers' Liability coverage with limits of not less than $1 million per accident /per
employee/per policy limit. Such policy shall be endorsed to waive subrogation against the
Owner for injury to the Licensee's or Licensee's contractor employees . To the extent
applicable, if the Licensee's or Licensee's contractor employees will be engaged in maritime
employment, the coverage shall provide the benefits required by the U.S. Longshore and
Harbor Workers Compensation Act, Jones Act or any other federal law to which the Licensee
is subject. If Licensee or Licensee's contractor will provide leased employees, or, is an
employee leasing or temporary staffing firm or a professional employer organization (PEO),
coverage also shall include an Alternate Employer Endorsement (providing scope of
coverage equivalent to ISO policy form WC 00 03 01 A) naming the Owner as the Alternate
Employer, and the endorsement form shall be modified to provide that Owner will receive
not less than thirty (30) days advance written notice of cancellation of this coverage
provision.
18.02 Insurer Financial Ratings. Insurance is to be provided by an insurance
company with an A M Best rating of not less than A:VII, unless otherwise approved by
Owner.
18.03 Failure to Maintain Coverage. Failure on the part of Licensee or
its contractors to procure or maintain the required program(s) of insurance, or to provide
evidence of insurance coverage acceptable to Owner, shall constitute a material breach
of contract upon which Owner may immediately terminate this Agreement, or at its
discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, and all monies so paid by Owner shall be repaid by Licensee to
Owner upon demand. Use of the Licensee Site shall not commence until Licensee has
complied with the aforementioned insurance requirements, and shall be suspended
during any period that Licensee fails to maintain said insurance policies in full force and
effect.
18.04 Notification of Incidents. Claims or Suits. Licensee shall report to Owner
any accident or incident relating to activities performed under this Agreement which involves
injury or property damage which might reasonably be thought to result in the filing of a
claim or lawsuit against Licensee and/or Owner. Such report shall be made in writing within
72 hours of Licensee's knowledge of such occurrence.
18.05 Compensation for Owner Costs. In the event that Licensee fails to comply with
any of the indemnification or insurance requirements of this Agreement, and such failure to
comply results in any costs to Owner, Licensee shall pay full compensation for all reasonable
costs incurred by Owner.
19. TAXES
19.01 Licensee and Owner agree that this is a license and not a lease and no real
estate interest is being conveyed herein. Nonetheless, Licensee acknowledges that a
possessory interest(as defined in California Revenue and Taxation Code Section 107) in the
Licensee Site may be created by this Agreement and Licensee may be subject to property
taxation if such possessory interest is created.
19.02 Licensee shall pay before delinquency all lawful taxes, assessments, fees or
charges which at any time may be levied by the Federal, State, Owner, municipal, or any
other tax or assessment-levying body upon the Licensee Site arising from Licensee's use of
the Licensee Site.
19.03 If Licensee fails to pay any lawful taxes or assessments upon the Licensee
Site which Licensee is obligated to pay, Licensee will be in default of the Agreement.
19.04 Owner reserves the right to pay any such tax, assessment, fees or charges,
and all monies so paid by Owner shall be repaid by Licensee to Owner upon demand.
20. NOTICES
Any notice, request, demand or other communication required to be sent to a Party
pursuant to this Assignment must be sent in writing by personal delivery (including by a
nationally recognized overnight courier service), or first class certified U.S. mail, postage
pre-paid and with return receipt requested sent to the Parties at their addresses indicated
below. Routine exchange of information may be conducted via telephone or electronic
means, including e-mail.
If to Licensee:
New Cingular Wireless PCS, LLC
Attn: Network Real Estate Administration
Re: Los Angeles— LA-RICS Assignment
1025 Lenox Park Blvd NE 3rd Floor
Atlanta, Georgia 30319
With a copy to:
New Cingular Wireless PCS, LLC
Attn.: Legal Dept— Network Operations
Re: Los Angeles— LA-RICS Assignment
208 S. Akard Street
Dallas, TX 75202-4206
The copy sent to the Legal Department is an administrative step which alone does
not constitute legal notice.
24-hour emergency contact information for AT&T-NOW is as follows:
Telephone: 800-638-2822—AT&T NOC
The notices and the certificate of insurance and envelopes containing the same to the
Owner shall be addressed as follows:
City Manager
240 W. Huntington Drive
Arcadia, CA 91007
dlazzaretto@ci.arcadia.ca.us
A Party may change its address for notice under this Agreement by giving thirty (30) days'
prior written notice to the other Party in the manner provided in this Section 21. Any notice
or communication sent under this Section 21 will be deemed to have been duly given and
effective when properly sent and received or refused.
21. LICENSEE FACILITY REMOVAL
21.01 Licensee shall remove all of its Licensee Facility and personal property and
improvements from the Licensee Site and the Real Property and restore the Licensee Site
to its original condition, reasonable wear and tear and damage or destruction by the acts of
God beyond the control of Licensee excepted, within sixty (60) days of the expiration or
termination of this Agreement for any reason. If weather conditions or lack of access to the
Licensee Site render the timely removal of Licensee's property impossible, then Licensee
shall have sixty (60) days from the earliest date on which access is possible in which to
comply with this provision.
21.02 If Licensee does not timely remove all of its Licensee Facility, personal property
and improvements from the Licensee Site and the Real Property within the time provided in
this Section, Owner may, but shall not be required to, remove the Licensee Facility and all
personal property and improvements at Licensee's expense. Licensee shall reimburse
Owner within thirty(30) days of receipt of an itemized accounting of the cost for such removal
and storage of Licensee Facility, personal property and improvements. Owner shall incur no
liability for any damage to the Licensee Facility, personal property or improvements caused
during such removal or storage.
22. INDEPENDENT STATUS
This Agreement is by and between Owner and Licensee and is not intended and shall
not be construed to create the relationship of agent, servant, employee, partnership, joint
venture or association as between Owner and Licensee. Licensee understands and agrees
to bear the sole responsibility and liability for furnishing Workers' Compensation benefits to
any person for injuries from or connected with services performed on behalf of Licensee
pursuant to this Agreement as required by law.
23. AMENDMENT
Any modification of any of the terms and conditions hereof shall require a written
amendment signed by an authorized agent of the Licensee and an authorized agent of
Owner.
24. ASSIGNMENT
24.01 This Agreement may not be sublicensed, assigned or transferred by Licensee
without the written approval or consent of the Owner, which consent may not be
unreasonably withheld or conditioned, except that the Licensee may sublicense this
Agreement to any of its member agencies, FirstNet or grant funding agencies with prior
notice but without such approval or consent of the Owner.
24.02 No change of membership of Licensee shall constitute an assignment,
sublicense or transfer hereunder.
24.03 To request the Owner's consent to such sublicense, assignment or transfer,
Licensee shall first deliver to the Owner:
(i) A written request for approval;
(ii) The name, address, and most recent financial statements of
the proposed sublicensee, assignee or transferee;
(iii) Proposed unredacted instrument of sublicense, transfer or
assignment or any or all of its rights hereunder; and
(iv) Any other information reasonably requested by the Owner.
24.04 Owner shall approve or disapprove a proposed transfer, assignment or
sublicense within sixty(60) days after Licensee delivers all such items to the Owner. Owner's
failure to respond to any request pursuant to this Section shall be deemed disapproval of
said request.
24.05 In the case of an assignment or transfer, the proposed instrument shall include
a written assumption by the transferee/assignee of all obligations of Licensee under the
Agreement requiring the transferee/assignee to perform the full obligations of the Licensee
under this Agreement and to cure, remedy or correct any event of default existing at the time
of such assignment or transfer in a manner satisfactory to the Owner. Unless specified in the
consent, the Owner's consent to such assignment or transfer shall not operate to release or
discharge the Licensee from its liabilities and obligations arising under the Agreement.
24.06 In the case of a sublicense, the proposed instrument shall specifically include
provisions that the sublicensee shall comply with and be subject to all of the terms, covenants
and conditions of this Agreement, and that the sublicensee shall be prohibited from further
sublicensing, and that Licensee shall remain fully liable for the performance of its and its
sublicensees' obligations under the Agreement.
24.07 If the monopole or other support structure installed by Licensee for its
communications facility is capable of collocating additional facilities, Owner shall have the
exclusive right to collocate facilities for its own use and to lease or license the use of
collocation space on the Licensee's support structure to a third party or parties, based on
terms negotiated by Owner and the third party or parties(if applicable). Owner may collocate
communications facilities (such as radio antennas) or other facilities (such as closed circuit
television cameras or light fixtures) on the Licensee's support structure for its own use after
providing 10 business days advance written notice to Licensee, provided that such
collocation may not interfere with any of Licensee's Permitted Activities hereunder. Owner
shall notify Licensee in advance of entering into any such collocations with third parties by
providing a copy of the proposed lease or license agreement to Licensee for its approval
which approval may only be denied or conditioned if and to the extent necessary for Licensee
not to violate any grant-related restrictions. If Licensee does not provide to Owner a denial
or conditional approval in writing with 30 days of receipt of the proposed lease or license
agreement, the proposed lease or license agreement shall be deemed approved without
conditions. The lease or license with third parties shall specifically include a requirement that
any third-party use of the support structure shall not interfere with Licensee's Permitted
Activities under this Agreement. The parties agree that any revenues generated by such
third-party leases or licenses by Owner shall be retained by Owner. Notwithstanding the
foregoing, Owner and the Licensee may agree to a reasonable sum intended to compensate
Licensee for its operational, administrative and other costs associated with third- party use
of the Licensee support structure, if any.
25. SUBORDINATION AND NON-DISTURBANCE
25.01 Owner shall use commercially reasonable efforts to obtain, not later than 30
days following a request by Licensee, a Non-Disturbance Agreement, as defined below,
from its existing mortgagees, ground lessors and master lessors, if any, of the Real Property.
At Owner's option, this Agreement shall be subordinate to any future master lease, ground
lease, mortgage deed of trust, or other security interest (a "Mortgage") by Owner which
from time to time may encumber all or part of the Real Property; provided, however, as a
condition precedent to Licensee being required to subordinate its interest in this Agreement
to any future Mortgage covering the Real Property, Owner shall obtain for Licensee's benefit
a non-disturbance and attornment agreement in a form reasonably satisfactory to Licensee
and containing at a minimum the terms set forth hereinbelow ("Non-Disturbance
Agreement"), and shall recognize Licensee's right to remain in occupancy of and have
access to the Licensee Site as long as Licensee is not in default of this Agreement beyond
applicable notice and cure periods. The Non- Disturbance Agreement shall include the
encumbering party's ("Lender's") agreement that, if Lender or its successor in interest or
any purchase of Lender's or its successor's interest (a "Purchaser") acquires an ownership
interest in the Real Property, Lender or such successor in interest or Purchaser will(a) honor
all of the terms of this Agreement, (b) fulfill Owner's obligations under this Agreement, and
(c) promptly cure all of the then- existing Owner defaults under this Agreement. Such Non-
Disturbance Agreement must be binding on all of Lender's participants in the subject loan
(if any) and on all successors and assigns of Lender and/or its participants and on all
Purchasers.
25.02 In return for such Non-Disturbance Agreement, Licensee will execute an
agreement for the Lender's benefit in which Licensee: (i) confirms that the Agreement is
subordinate to the Mortgage or other real property interest in favor of the Lender, (ii) agrees
to attorn to Lender if Lender becomes the owner of the Real Property, and (iii) agrees to
accept a cure by Lender of any of Owner's defaults, provided such cure is completed within
the deadline applicable to Owner.
26. CONDEMNATION
In the event of any condemnation of the Real Property (or any portion thereof),
Licensee may terminate this Agreement upon written notice to Owner if such condemnation
may reasonably be expected to disrupt Licensee's operations at the Licensee Site for more
than forty-five(45) days. Licensee may on its own behalf make a claim in any condemnation
proceeding involving the Licensee Site for losses related to the equipment comprising the
applicable Licensee Facility, its relocation costs and its damages and losses (but not for the
loss of. its interest, if any, under this Agreement). Any such notice of termination shall cause
this Agreement to expire with the same force and effect as though the date set forth in such
notice were the date originally set as the expiration date of this Agreement, and Owner and
Licensee shall make an appropriate adjustment, as of such termination date, with respect to
payments due to the other, if any, under this Agreement.
27. DEFAULT
27.01 Except as otherwise provided in this Agreement, in the event of a default
hereunder by Licensee, Owner shall provide written notice thereof to Licensee. Licensee
shall have sixty (60) days from the date of said notice in which to cure the default, provided
that Licensee shall have such extended period beyond sixty (60) days as may be required if
the nature of the cure is such that it reasonably requires more than sixty (60) days and
Licensee has commenced to cure the default within the 60-day period and has acted with
reasonable diligence in commencing and pursuing such cure to completion. Owner may not
maintain any action or effect any remedies for default against Licensee unless and until
Licensee has failed to cure a default within the time periods set forth in this Section.
27.02 In the event that Licensee fails to cure a default within sixty (60) days or as
otherwise provided in this Section, Owner may: (a) cure the default and invoice Licensee for
all costs reasonably incurred in effecting such cure, or (b) terminate this Agreement upon
written notice to Licensee, take possession of the Licensee Site and remove all Licensee's
improvements located thereon.
27.03 In the event of a default hereunder by Owner, Licensee shall provide written
notice thereof to Owner. Owner shall have sixty (60) days from the date of said notice in
which to cure the default, provided that Owner shall have such extended period beyond sixty
(60) days as may be required if the nature of the cure is such that it reasonably requires more
than sixty (60) days and Owner has commenced to cure the default within the 60-day period
and has acted with reasonable diligence in commencing and pursuing such cure to
completion. Licensee may not maintain any action or effect any remedies for default against
Owner unless and until Owner has failed to cure a default within the time periods set forth in
this Section.
27.04 In the event that Owner fails to cure a default within sixty (60) days or as
otherwise provided in this Section, Licensee may: (a) cure the default and invoice Owner for
all costs reasonably incurred by Licensee in effecting such cure, or (b) terminate this
Agreement upon written notice to Owner.
28. WAIVER
28.01 Any waiver by either party of the breach of any one or more of the covenants,
conditions, terms and agreements herein contained shall not be construed to be a waiver of
any other breach of the same or of any other covenant, condition, term or agreement herein
contained, nor shall failure on the part of either party to require exact, full and complete
compliance with any of the covenants, conditions, terms or agreements herein contained be
construed as in any manner changing the terms of this Agreement or stopping either party
from enforcing the full provisions thereof .
28.02 No option, right, power, remedy, or privilege of either party shall be construed
as being exhausted by the exercise thereof in one or more instances. The rights, powers,
options, and remedies given either party by this Agreement shall be cumulative.
29. HAZARDOUS MATERIALS
29.01 The parties hereto hereby warrant and represent that they shall comply with
all applicable Federal, State, and local laws and regulations concerning the use, release,
storage and disposal of hazardous substances on, under, about or within the Licensee Site
and the Real Property. For purposes of this Agreement, the term "hazardous substances"
shall be deemed to include hazardous, toxic or radioactive substances, as defined in
California Health and Safety Code Section 25316, as amended from time to time, or the
same or a related defined term in any successor or companion statutes, crude oil or
byproducts of crude oil other than crude oil which exists on the Real Property as a natural
formation, those chemicals and substances identified pursuant to Health and Safety Code
Section 25249.8, as it may be amended from time to time, and any other substances defined
by or under any other state or federal law, statute, rule, regulation or order concerning
environmental matters.
29.02 Licensee shall, within twenty-four (24) hours of the discovery by it of the
presence of, or suspected presence any hazardous substances on, under, about or within
the Real Property, give written notice to Owner.
29.03 The parties each agree to indemnify, hold harmless and defend the other and
the other's agents, officers, employees, and contractors against any and all losses, liabilities,
claims and/or costs (including reasonably attorneys' fees and costs) to the extent arising
from the indemnifying party's breach of any warranty or agreement contained in this Section.
29.04 Except as expressly provided in this Section 29, Owner shall have no liability
whatsoever to Licensee or any indemnification obligations in respect of any pre-existing
environmental conditions or hazardous substances on, under, about or within the Real
Property as of the effective date of this Agreement.
30. DAMAGE OR DESTRUCTION; FORCE MAJEURE
30.01 Either party shall have the right to terminate this Agreement with respect to all
or any portion of the Licensee Site in the event of one of the following: (a) the applicable
Real Property or the Licensee Site is damaged by fire or other casualty, incidents of war,
earthquake, or other violent action of the elements such that repairs cannot reasonably be
expected to be completed within forty-five (45) days following said damage (or Owner in its
sole discretion elects not to make such repair);or(b)the applicable Real Property or Licensee
Site is damaged by fire or other casualty, incidents of war, earthquake, or other violent action
of the elements such that such damage may reasonably be expected to disrupt Licensee 's
operations at such Licensee Site for more than forty-five (45) days. Notwithstanding the
foregoing, in the event of any of the damage described in this Section, Licensee shall have
the right to elect to perform or cause to be performed at its sole cost and expense any of the
required repairs to the applicable Real Property or Licensee Site should Owner elect not to
undertake such repairs. Any notice of termination provided pursuant to this Section shall
cause this Agreement to expire with the same force and effect as though the date set forth
in such notice were the date originally set as the expiration date of this Agreement , and the
parties shall make an appropriate adjustment, as of such termination date, with respect to
payments due to the other under this Agreement, if any.
30.02 Should any matter or condition beyond the control of the parties, such as war,
public emergency, calamity, fire, earthquake, flood or act of God prevent performance of this
Agreement by either party, such party shall be relived of the performance of such obligations
during the time period of the event.
30.03 Licensee shall be solely responsible for any damage or loss to Licensee
Facility resulting from theft or vandalism or resulting from any other cause, except to the
extent caused by Owner's gross negligence or willful acts or omissions .
31. AUTHORIZATION WARRANTY
The parties hereto represent and warrant that the person executing this Agreement
for each of them is an authorized agent who has actual authority to bind such party to each
and every term, condition , and obligation of this Agreement and that all requirements of such
party have been fulfilled to provide such authority.
32. GOVERNING LAW, JURISDICTION, AND VENUE
This Agreement shall be governed by, and construed in accordance with the internal
laws of the State of California. Licensee agrees and consents to the exclusive jurisdiction of
the courts of the State of California for all purposes regarding this Agreement and further
agrees and consents that venue of any action brought hereunder shall be exclusively in the
County of Los Angeles.
33. COMPLIANCE WITH APPLICABLE LAW
In the performance of this Agreement , each party and anyone acting on such party's
behalf pursuant to this Agreement shall comply with all applicable Federal, State and local
laws, rules, regulations, ordinances, directives, guidelines, policies and procedures
(including without limitation the rules and regulations of the FCC, the Federal Aviation
Administration ("FAA"), and OSHA, and all provisions required thereby to be included in this
Agreement are hereby incorporated herein by reference.
34. COMPLIANCE WITH CIVIL RIGHTS LAWS, NONDISCRIMINATION AND
AFFIRMATIVE ACTION
34.01 Licensee hereby assures that it will comply with Subchapter VI of the Civil
Rights Act of 1964, 42 U.S.C. Sections 2000(e)(1) through 2000(e)(17), to the end that no
person shall, on the grounds of race, creed, color, sex, religion, ancestry, age, condition or
physical handicap, marital status, political affiliation, or national origin, be excluded from
participation in, be denied the benefits of, or be otherwise subject to discrimination under this
Agreement or under any project, program or activity supported by this Agreement.
34.02 Licensee certifies and agrees that it will deal with its subcontractors, bidders,
or vendors without regard to or because of race, color, religion, ancestry, national origin, sex,
age, physical or mental disability, material status, or political affiliation.
34.03 Licensee certifies and agrees that it, its affiliates, subsidiaries, or holding
companies shall comply with all applicable Federal and State laws and regulations to the end
that no person shall, on the grounds of race, color, religion, ancestry, national origin, sex,
age, physical or mental disability , marital status, or political affiliation, be excluded from
participation in, be denied the benefits of, or be otherwise subjected to discrimination under
this Agreement or under any project, program, or activity supported by this Agreement.
34.03 If the Owner finds that any of the above provisions of this Section have been
violated, such violation shall constitute a material breach of this Agreement upon which the
Owner may terminate, or suspend this Agreement.
34.04 While the Owner reserves the right to determine independently that the anti-
discrimination provisions of this Agreement have been violated, in addition, a determination
by the California Fair Employment Practices Commission, the Federal Equal Employment
Opportunity Commission that Licensee has violated Federal or State antidiscrimination laws
or regulations shall constitute a finding by Owner that Licensee has violated the anti-
discrimination provisions of this Agreement.
34.05 In the event Licensee violates the antidiscrimination provisions of the
Agreement,the parties agree that it is extremely difficult to ascertain the amount of liquidated
damages, and hereby agree that the Owner shall, at its sole option, be entitled to the sum of
FIVE HUNDRED DOLLARS ($500.00) for each such violation pursuant to California Civil
Code Section 1671 as liquidated damages in lieu of terminating or suspending this
Agreement.
35. NON EXCLUSIVITY
Nothing herein is intended or shall be construed as creating any exclusive
arrangement with Licensee. This Agreement shall not restrict the Owner from entering into
similar, equal or like arrangements with other entities.
36. NOTICE OF EMPLOYEES REGARDING THE FEDERAL EARNED INCOME
CREDIT
Licensee shall notify its employees, and shall require each Contractor and
Subcontractor to notify its employees, that they may be eligible for the Federal Earned
Income Credit under the federal income tax laws. Such notice shall be provided in
accordance with the requirements set forth in Internal Revenue Service Notice No. 1015.
37. CONFIDENTIAL INFORMATION; PUBLIC RECORDS ACT
37.01 "Confidential Information" means any information that is disclosed in written,
graphic, or machine-recognizable form, and is marked, designated, or identified at the time
of disclosure as being 'trade secret' or 'proprietary' or 'confidential'. Confidential Information
does not include any information that: is or becomes publicly known through no wrongful act
of the receiving party; is already known to the receiving party without restriction when it is
disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving
party's possession without any obligation restricting disclosure; is independently developed
by the receiving Party without breach of this Agreement; or is explicitly approved for release
by written authorization of the disclosing party.
37.02 The parties will use reasonable efforts to avoid sharing Confidential Information
with each other. However, during the term of this Agreement, the parties may provide each
other with Confidential Information. Each party will: (i) maintain the confidentiality of the other
party's Confidential Information and not disclose it to any third party, except as authorized by
the disclosing party in writing or as required by a court of competent jurisdiction; (ii) restrict
disclosure of the Confidential Information to its employees who have a "need to know" and
not copy or reproduce the Confidential Information; (iii) take necessary and appropriate
precautions to guard the confidentiality of the Confidential Information, including informing
its employees who handle the Confidential Information that it is confidential and is not to be
disclosed to others, but these precautions will be at least the same degree of care that the
receiving Party applies to its own confidential information and will not be less than reasonable
care; and
(iv) use the Confidential Information only in furtherance of the performance of this
Agreement. Confidential Information is and will at all times remain the property of the
disclosing party, and no grant of any proprietary rights in the Confidential Information is given
or intended, including any express or implied license, other than the limited right of the
recipient to use the Confidential Information in the manner and to the extent permitted by
this Agreement.
37.03 The parties acknowledge that each is a public agency that is subject to
document requests pursuant to the California Public Records Act and Freedom of
Information Act (collectively, the "Acts"). If a party receives a request under the Acts for any
records which would constitute Confidential Information received by it from the disclosing
party, such party shall notify the disclosing party within five (5) business days and to the
extent allowed by law, shall apply exceptions to disclosure of the Confidential Information
that are applicable under the Acts. If a suit is filed by a member of the public with respect to
any such request, the party named in the suit will cooperate in any action to intervene filed
by the disclosing party seeking to protect the Confidential Information from public disclosure.
Notwithstanding any provision in this Agreement to the contrary, the disclosing party will
indemnify and hold harmless the other party for any and all costs and attorney fees awarded
to a prevailing plaintiff arising out of or related to a suit which result from the party's actions,
taken at disclosing party's request, in compliance with this provision in protecting the
Confidential Information from public disclosure. Such reimbursement by the disclosing party
shall be made within thirty days after receipt of the other party's invoice evidencing same.
38. ACKNOWLEDGMENT OF INELIGIBILITY FOR RELOCATION ASSISTANCE
Licensee hereby disclaims any status as a "displaced person" as such is defined in
California Government Code Section 7260 and hereby acknowledges his ineligibility for
relocation assistance as provided in Government Code Section 7260 through 7276,
inclusive, as interpreted in Title 25, Section 6034(b)(1) of the California Code of Regulations
upon the future cancellation or termination of this Agreement.
39. LICENSEE'S STAFF AND EMPLOYMENT PRACTICES
39.01 Licensee shall designate one member of its staff as an Operations Manager
with whom the Owner may deal with on a daily basis. Any person selected by Licensee as
an Operations Manager shall be fully acquainted with Licensee's operation, familiar with the
terms and the conditions prescribed therefore by this Agreement, and authorized to act in
the day-to-day operation thereof.
39.02 Licensee shall establish an identification system for each of its personnel
assigned to service the Licensee Site, including Authorized Representatives defined in
Section 13.01, that clearly indicates the name of the person, and the entity for whom the
person works. The identification system shall be furnished at Licensee expense and may
include appropriate uniform attire and name badges as routinely maintained by Licensee .
40. NON-AVAILABILITY OF FUNDING
The Owner and Licensee hereby acknowledge and agree that Licensee's performance
of its obligations under this Agreement is subject to the continuing availability of federal grant
funds or other funding sources for the LA-RICS Project. This Agreement may be terminated
by Licensee (and the Licensee Facility removed from the Licensee Site in accordance with
Section 21 hereof) upon a loss or reduction of federal grant funds or other applicable funding
sources.
41. BANKRUPTCY
The Owner and Licensee hereby expressly agree and acknowledge that it is the
intention of both parties that in the event that during the term of this Agreement Licensee
shall become a debtor in any voluntary or involuntary bankruptcy proceeding (a Proceeding)
under the United States Bankruptcy Code, 11 U.S.C. 101, et seq. (the Code), this
Agreement is and shall be treated as an unexpired lease of nonresidential real property for
purposes of Section 365 of the Code, 11 U.S.C. 365 (as may be amended), and,
accordingly, shall be subject to the provisions of subsections (d)(3) and (d)(4) of said
Section 365 (as may be amended).
42. SUCCESSORS AND ASSIGNS
Subject to any provision hereof restricting transfer, assignment or sublicensing by
Licensee, this Agreement shall bind the parties, their personal representatives, successors
and assigns.
43. SEVERABILITY
The invalidity of any provision of this Agreement, as determined by a court of
competent jurisdiction, shall in no way affect the validity of any other provision hereof.
44. INTERPRETATION
Unless the context of this Agreement clearly requires otherwise: (i) the plural and
singular numbers shall be deemed to include the other; (ii) the masculine, feminine and
neuter genders shall be deemed to include the others; (iii) "or" is not exclusive; and (iv)
"includes" and "including" are not limiting.
45. ENTIRE AGREEMENT
This Agreement (and the attached exhibits hereto) contains the entire agreement
between the parties hereto with respect to the matters set forth herein, and no addition or
modification of any terms or provisions shall be effective unless set forth in writing, signed
by authorized agents of both Owner and Licensee.
[signature page to follow]
IN WITNESS WHEREOF, the Parties enter into this Agreement as of the Effective
Date.
NEW CINGULAR WIRELESS PCS, LLC CITY OF ARCADIA
By: AT&T Mobility Corporation
Its: Manager By:
Name: Dominic LazzarItfP
Title: City Manager
By: . I�� f I .L Dated: (ocoree . 2r, 2r2Th
Print Name: Hi S4-13 Snow cif n ATTEST:
Its: A cea YYl a na ler _
Il 5 2oza ` By: Laft:4"-s
' Name: Rachelle Arellano
Title: Deputy City Clerk
Dated: 0c4the 20. 2026
APPROVED AS TO FORM:
City Attorney
By: �7"`/A^ P "r+'c
Stephen P. Deitsch
EXHIBIT A
REAL PROPERTY DESCRIPTION
Parcel
Facility Or anization Address City Zip Jurisdiction Owner
Site ID Name 9 Line Code
City of 250W City of
Arcadia Arcadia Huntington Arcadia 91007 Arcadia Arcadia
ARCPD01 PD
Police Dept Dr
Assessor's Parcel Nos.
5775-024-910 &5775-024-911
PORTION LOT 5 OF TRACK MAP NO.919, IN THE CITY OF ARCADIA,COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA,FILED IN BOOK 17,PAGES 13,NTHE OFFICE OF THE COUNTY RECORDERIN
SAID COUNTY.
EXHIBIT B
EQUIPMENT LIST
City of Arcadia Police Dept-ARCPDOI
• Monopole Tower
•Tower Light Kits{where required by FAA)
•Antenna Support Hardware
• LTE Antennas and line
• Microwave Dishes
• Generator & Fuel
• Automatic Transfer Switch
• Electrical H-Frame
• Equipment Pad
• RBS Radio Cabinet(at all Licensee Sites)
• BBS Radio Battery Cabinet(at all Licensee Sites)
•TMR Microwave Cabinet(at sites with microwave)
• BBS Microwave Battery Cabinet{at sites with more than 6 microwave radios)
• MPLS Site Router(at all Licensee Sites)
• Fiber Network Interface Device {at Fiber Sites)
EXHIBIT C
SITE PLAN
FT AND THEN AS-
[TBUBLT INCORPORATED VIDED IN � ABY REFERENCE]
�� : at&t
sai'i at&t Vinculums
SITE NUMBER: CLL00286
SITE NAME: FNA_ARCADIA POLICE DEPARTMENT _Site
FA NUMBER: 14590419
PIN NUMBER. 3551A0RWM2 13551AORWM5 13551 AORWNVl 3551AORWM8 13551A0RWNY l 3551AORWMM
PACE
PROJECM:50 850(NR 1DR-1)II TE 20C(7 OBC)/I.M EL33C(PCSI91LIE 4CSAWS)3 LTE 5C(WCS 1718E E 6 07000E)9
SITE TYPE: MONOPOLE(OUTDOOR)
1111
SITE ADDRESS: 250 WEST HUNTINGTON DRIVE,ARCADIA.CA 91007
PROJECT DESCRIPTION
LOCATION MAPS
SITE INFORMATION VICINITY MAP LOCAL MAP
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EXISTING NORTHEAST ELEVATION '; PROPOSED NORTHEAST ELEVATION : ' re'67"."" r*"'"
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EXISTING SOUTHEAST ELEVATION I PROPOSED SOUTHEAST ELEVATION r;rc P�12 I A-5
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EXHIBIT D
SITE ACCESS AND USE PROCEDURES
Access to the Licensee Site shall be controlled by the Owner's Police Department.
Licensee's Authorized Representatives shall make telephone contact with Police at
telephone: 626-574-5150 at least four (4) hours in advance of a visit to gain access.
Licensee's Authorized Representatives shall be in uniform and/or wearing a distinctive
form of employer identification. Licensee's Authorized Representatives shall present
appropriate photo identification and employer identification to Police, and be escorted by
Police to the Licensee Site. Once escorted to the Licensee Site, the Licensee's Authorized
Representatives shall have unrestricted access to the communications facility and support
structure.
Should Licensee require emergency access, Licensee shall follow the same procedures
as above giving as much advance notice of a visit to Police as practical in the
circumstances.