HomeMy WebLinkAboutR 2026-036
RESOLUTION NO. 2026-036
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARROYO
GRANDE AUTHORIZING THE CITY MANAGER TO EXECUTE A
COMMUNICATIONS FACILITY LICENSE AGREEMENT WITH T-
MOBILE WEST, LLC FOR USE OF APPROXIMATELY 375 SQUARE
FEET OF CITY PROPERTY LOCATED AT 200 HILLCREST DRIVE FOR
THE CONTINUED OPERATION AND MAINTENANCE OF A WIRELESS
COMMUNICATIONS FACILITY
WHEREAS, the City of Arroyo Grande (“City”) owns APN 077-061-016, which is improved
with Reservoir No. 2; and
WHEREAS, Planning Commission Resolution 02-1851 authorized T-Mobile and its
predecessor companies (“Licensee”) to occupy a portion of the site for the operation and
maintenance of a wireless communications facility; and
WHEREAS, on May 23, 2001, the Licensee entered into a lease agreement with the City
to establish the terms and conditions for use of City property; and
WHEREAS, on March 15, 2024, the lease agreement expired on its own terms and the
Licensee has occupied the lease area on a month-to-month basis since expiration; and
WHEREAS, the City and Licensee desire to execute a new Communications Facility
License Agreement (“Agreement”) attached hereto as Exhibit “A” for the continued
operation and maintenance of Licensee’s existing wireless communications facility.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Arroyo
Grande does hereby resolve as follows:
1. Recitals. The above recitals are true and correct and are incorporated herein by
reference.
2. License Agreement. The City Manager is authorized to execute the Agreement
attached hereto as Exhibit “A”, with T-Mobile West, LLC on behalf of the City.
3. CEQA. The City Council finds that authorizing the City Manager to execute this
Communications Facility License Agreement is not a project subject to the California
Environmental Quality Act (“CEQA”) because it merely formalizes existing use and has
no potential to result in either a direct, or reasonably foreseeable indirect, physical
change in the environment pursuant to CEQA Guidelines Sections 15060, subd. (b)(2)-
(3), and 15378.
RESOLUTION NO. 2026-036
PAGE 2
On motion of Council Member Guthrie, seconded by Council Member Secrest, and on the
following roll call vote, to wit:
AYES: Council Members Guthrie, Secrest, Loe, Maraviglia, and Mayor Ray Russom
NOES: None
ABSENT: None
the foregoing Resolution was passed and adopted this 9th day of June, 2026.
CAREN RAY RUSSOM, MAYOR
ATTEST:
JESSICA MATSON, CITY CLERK
APPROVED AS TO CONTENT:
MATTHEW DOWNING, CITY MANAGER
APPROVED AS TO FORM:
ISAAC ROSEN, CITY ATTORNEY
RESOLUTION NO. 2026-036
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Page 1 of 25
Arroyo Grande Site Name: RESERVOIR 2
Licensee Site Name:
Licensee Site No.: JN45XGO98E
CITY OF ARROYO GRANDE
COMMUNICATIONS FACILITY LICENSE AGREEMENT
(T-Mobile West LLC – 200 Hillcrest Drive)
THIS COMMUNICATIONS FACILITY LICENSE AGREEMENT (“License”) is made
and entered into as of the latter of the signature dates below, (“Effective Date”) by and between
the City of Arroyo Grande, a municipal corporation with its principal offices located at 300 E
Branch Street, Arroyo Grande, CA 93420 (“City”), and T-Mobile West LLC, a Delaware
limited liability company ,with its principal offices located at 12920 SE 38th Street Bellevue, WA
98006, Attn: Lease Compliance/SV80566A (“Licensee”). City and Licensee are sometimes
referred to in this License Agreement individually as a “party” or jointly as “parties.” The term
“License” used in herein means this License Agreement and any amendments to this License
Agreement as may be executed between the parties in accordance with the terms herein.
RECITALS
WHEREAS, the City is the owner of that certain parcel of real property located at the
approximate address of 200 Hillcrest Drive, in the City of Arroyo Grande, California, commonly
known as the City’s Reservoir 2 Site, and assigned San Luis Obispo County Assessor’s Parcel
Number 077-061-016 (the “Property”).
WHEREAS, City and Cox PCS Assets, LLC, a Delaware limited liability company
(“Original Lessee”), entered into that certain Communications Site Lease Agreement (Ground)
(“Lease Agreement”) dated as of May 23, 2001 authorizing Original Lessee to use and occupy a
288 square foot portion of the Property for the operation and maintenance of the wireless
communications facility; and
WHEREAS, Cox PCS Assets, LLC filed an Amended Certificate of Registration with the
Secretary of State of the State of California, changing its registered name to Sprint PCS Assets,
LLC; and
WHEREAS, City and Sprint PCS Assets, LLC entered into that certain First Amendment
to Communications Site Lease Agreement (Ground) dated April 27, 2004, which inter alia
expanded the leased premises to 375 square feet (“Original Premises”); and
WHEREAS, the Original Lease has expired on its own terms with no further extensions on
March 15, 2024; and
WHEREAS, Licensee is the ultimate successor-in-interest to Original Lessee, and Licensee
continues to occupy the Original Premises on a month-to-month holdover basis; and
WHEREAS, City desires to enter into a new license agreement to allow Licensee to
continue to occupy the Original Premises, and Licensee desires to license from City such Original
Premises, upon the terms and conditions outlined herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein and
intending to be legally bound hereby, the parties hereto agree as follows:
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EXHIBIT A
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Arroyo Grande Site Name: RESERVOIR 2
Licensee Site Name:
Licensee Site No.: JN45XGO98E
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LICENSE
Section 1. Non-exclusive License. Subject to the terms and conditions hereinafter set
forth, City grants to Licensee a non-exclusive license to install, operate and maintain its
Communications Facility, as particularly described in Exhibit B hereto, on a portion or portions
of that certain real property owned by the City located at 200 Hillcrest Drive, Arroyo Grande, CA
93420,commonly known as the Reservoir 2, as legally described in Exhibit A attached hereto
(“Property”) as designated and approved by City. The site plan attached as Exhibit B depicts the
specific dimensions, appearance, equipment and approved location of the Communications
Facility on the Property to be used by Licensee under this License (“Licensed Area”). The
Licensed Area includes (i) designated space on City’s existing surface infrastructure; (ii)
approximately 375 square feet of designated surface ground space; (iii) space for cabling to
connect the equipment located on the City’s existing surface infrastructure with the equipment
located within the ground space; (iv) the Access Route (as defined below); and (v) utility routes
all as depicted in Exhibit B. Notwithstanding City’s approval of Licensee’s use of the Licensed
Area or the Property, nothing in this License may be deemed to grant, convey, create, or vest in
Licensee a real property interest in land, including any fee, leasehold interest, or easement. The
term “Communications Facility” as used in this License shall include all antennas, facilities,
structures, foundations, pads, cables, conduits and equipment and utilities that Licensee erects,
installs and/or uses on or under the Property, as authorized and depicted in Exhibit B, as may be
modified from time to time in accordance with this License.
Section 1.1 All Parties acknowledge that City, in executing this License, is acting only
in its proprietary capacity as the owner of the Property and Licensed Area, and not in any
regulatory fashion. Licensee shall not consider this License as approval of any applicable permits,
licenses or other governmental approvals required for the construction or operation needed for the
use described herein.
Section 2. Access License. Licensee shall have the right of non-exclusive ingress and
egress to the Licensed Area, seven (7) days a week, twenty-four (24) hours a day, via foot or motor
vehicle (but not including vehicles with more than two (2) axles/more than twenty (20) feet in
length, and 19,500lbs gross vehicle weight) upon the access area delineated as such in Exhibit B
(“Access Route”), in order to install, operate, and maintain the Communications Facility, subject
to the limitations set forth below.
Section 2.1 Prior to accessing the Property in each instance, Licensee shall provide
written notice to City during City’s normal business hours at least two (2) business days in advance
of the date of its requested access date. Access requests submitted outside of normal City business
hours and on weekends and national holidays, shall not be deemed submitted until 9 a.m. PST the
next City business day, at which time the two (2) business days advance notice period shall
commence. All access shall require a City escort, unless waived in writing by the City. Access
shall be limited to normal City business hours only.
Section 2.2 Access Outside Normal City Business Hours. City may in its sole and
absolute discretion, grant access to the Licensed Area outside of its normal business hours.
Requests to access the Licensed Area outside of the City’s normal business hours shall be
submitted in writing to City during City’s normal business hours at least two (2) business days in
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advance of the date of its requested access date. Access requests submitted outside of normal City
business hours and on weekends and national holidays, shall not be deemed submitted until 9 a.m.
PST the next City business day, at which time the two (2) business days advance notice period
shall commence. In the event, City permits such access outside it normal business hours, Licensee
shall reimburse City for all costs and expenses incurred by City in order to provide such access,
including, but not limited to overtime or other City costs. Following such access, City shall provide
to Licensee an invoice outlining such costs, and Licensee shall have thirty (30) days to make sure
reimbursement as outlined in the City’s invoice.
Section 2.3 Emergency Access. In the event Licensee or its contractors, subtenants,
sublicensees, or invitees require emergency access to the Licensed Area in order to correct a bone
fide imminent threat of harm or damage to its property, Licensee’s designated site manager shall
contact the City by phone at [805-472-5420] (during normal City business hours) or [805-709-
1001] (outside of normal City business hours) to arrange such access. The City shall in good faith
attempt to expeditiously provide emergency access as requested provided City personnel is
available to provide access. Licensee shall reimburse City for all costs and expenses incurred by
City in order to provide access occurring outside of the City’s normal business hours. The parties
shall utilize the timeline and invoice procedure outlined in 2.2 for reimbursement of City costs and
expenses.
Section 2.4 Access Control Devices. Access to the Licensed Area is restricted and/or
locked by City personnel to ensure the security of City’s critical water infrastructure and
improvements. Therefore, in order to utilize the Access Route, Licensee and its contractors,
subtenants, sublicensees, or invitees must use the City’s gates and other access control devices as
may be updated from time to time in the City’s sole discretion.
Section 2.5 All access to the Licensed Area by Licensee shall be subject in each instance
to all applicable permits and ordinances, as well as any local, state, and federal laws (“Laws”) in
addition to this License. Further, when City’s access to a site is established through an access
easement over third party property to the Property (“Access Easement”), nothing herein shall be
deemed to be a representation or warranty by City that its interest or other rights to use the Access
Easement is sufficient to permit its use for Licensee’s purposes, and Licensee shall be deemed to
gain only those rights to use as are properly in City and as City may have the undisputed right and
power to give Licensee. Licensee assumes the risk of any challenge, claim, litigation or damage,
asserted in connection with Licensee’s use of the Access Easement for ingress and egress to the
Property and releases City from any and all responsibility, claim, damage, related to or in
connection with Licensee’s use of the Access Easement. If City’s continued use of the Access
Easement is challenged or threatened in any way by Licensee’s use of the Access Easement, upon
notice from City, Licensee shall cease ingress and egress to the Property until such time as the
challenge or threat to City’s continued use of the Access Easement is resolved which may require
Licensee to obtain any necessary approvals, licenses or easements from the third-party property
owner at its sole cost and expense.
Section 2.6 City Work; Closures of Access Route. Licensee acknowledges and accepts
that City, in its sole and absolute discretion, may from time to time perform work, repairs,
modifications or otherwise improve the Access Route (“Access Route Work”), which may require
temporary closure of the Access Route. In the event that City plans to perform Access Route Work
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that requires temporary closure of the Access Route, City shall provide Licensee with fifteen (15)
calendar days’ advance written notice of such planned Access Route Work. In the event of
emergency Access Route Work that requires immediate temporary closure of the Access Route,
City shall provide Licensee with written notice as soon as reasonably practicable. City shall bear
no liability or responsibility towards Licensee for such closure of the Access Route and the License
Fee shall not abate for any Access Route closures due to any Access Route Work, except to the
extent such closure is directly caused by the gross negligence or willful misconduct of City, in
which case the License Fee shall abate proportionately for the period during which Licensee is
unable to access the Licensed Area.
Section 2.7 City assumes no responsibility for maintaining, repairing and inspecting the
Access Route. Licensee shall, at their sole cost and expense, repair any damage to the Property
and Access Route to the extent caused by Licensee or its tenants, subtenants, licensees or
sublicensees, and shall be liable to City for any such damage. Upon City’s written request,
Licensee shall repair any such damage at its sole expense within sixty (60) days of receipt of such
notice. If Licensee fails to comply with this Section 2 within the applicable sixty (60) period, City
may complete or cause to be completed the work (among other permitted remedies), and Licensee
shall reimburse the City for such invoiced costs within thirty (30) days of receipt. City shall have
the right under this Section 2 to require Licensee to make repairs to the Access Route to the extent
necessary to remedy conditions caused by Licensee or its tenants, subtenants, licensees, or
sublicensees. In no event shall Licensee be required to repair any damage to the Property or the
Access Route beyond the condition of the Property or the Access Route as it existed immediately
prior to the occurrence of such damage.
Section 3. Permitted Use. Licensee may transmit and receive communication signals
and install, operate and maintain the Communications Facility in the Licensed Area in accordance
with the site plan and dimension sketch of the Communications Facility in Exhibit B hereto.
Licensee may not install any other facilities or equipment of any kind that is not otherwise
described and depicted in Exhibit B or otherwise intensify, expand, or alter its use of the site or
the Communications Facility without City’s prior written consent which may be granted or denied
in City’s sole discretion,
Section 3.1 Licensee acknowledges that the primary purpose of the Property is to serve
as a valuable asset to the community of Arroyo Grande and the City itself, and Licensee’s use of
the Property shall be subject to City’s paramount rights (“Paramount Rights”) to use the Property
for any and all current and future uses necessary for City’s municipal needs. If City determines
that Licensee is inhibiting or interfering with such use, City shall notify Licensee by telephone to
888-218-6664 with written confirmation notice to follow within twenty-four (24) hours, and
Licensee shall cease such interference within forty-eight (48) hours. In case of an emergency, City
may take steps to eliminate such interference without prior notice to Licensee and Licensee shall
reimburse City for any and all reasonable costs incurred to eliminate such interference.
Section 3.2 Any required permits or approvals for the Communication Facility shall be
obtained by Licensee at Licensee’s sole expense. Furthermore, it is understood and agreed that
Licensee’s ability to install the Communication Facility is contingent upon its obtaining, prior to
construction of Communication Facility, all of the certificates, permits, authorizations, and other
approvals that may be required by any federal, state, or local authorities, including but not limited
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to any permits, authorizations, and approvals required by the San Luis Obispo County Air
Pollution Control District (collectively, the “Governmental Approvals”; individually, a
“Governmental Approval”). City shall bear no responsibility or liability under this License for
Licensee’s inability to make use of the Licensed Area for the Communication Facility due to a
failure to obtain any required permit, authorization, or approval. If Licensee fails to receive such
permits, authorizations, or approvals within one (1) year of the Effective Date of this License, this
License shall automatically terminate.
Section 4. License Term; Renewal Term. The initial term of this License shall be
five (5) years (“Initial Term”), commencing on the Effective Date. The Initial Term of this License
shall expire at 11:59pm local time on the day before the fifth (5th) anniversary of the Effective
Date. Unless either party gives written notice of its intention not to extend the License to the other
party at least six (6) months prior to the end of the Initial Term or any Renewal Term, as applicable
and then in effect, and provided Licensee is not in default under this License beyond applicable
notice and cure periods, this License shall automatically be extended upon the expiration of the
Initial Term, or Renewal Term, as applicable, for three (3) additional terms of five (5) years each
(“Renewal Term”), subject to all terms and conditions of this License. The Initial Term and
Renewal Term shall be collectively known as the “Term”.
Section 5. License Fee; Increases; Late Payments. Commencing on the first day of
the month immediately following the Effective Date, Licensee shall pay City on or before the fifth
(5th) day of each calendar month in advance, Three Thousand One Hundred Dollars and 0/100
($3,100.00) (“License Fee”), at the address set forth above. In any partial month occurring after
the Effective Date, the License Fee will be prorated. Each year on the anniversary of the Effective
Date, the License Fee shall increase annually by an amount equal to three percent (3%) over the
amount of the License Fee in effect immediately prior to such increase. The License Fee shall be
payable without offset or deduction by check sent to City's address specified below or to any other
person or firm as City may, from time to time, designate in writing at least sixty (60) days in
advance of any License Fee due date.
Section 5.1 If, at any time, Licensee fails to make timely payment, interest shall accrue
on the past due amount at the rate of ten percent (10%) per month or the maximum allowable by
law, whichever is greater, until the License Fee any all accumulated interest is paid in full. This
right to collect interest is in addition to all rights of City to terminate this License for non-payment
pursuant to Section 8 of this License.
Section 6. Holdover. If the Communications Facility or any part thereof is still on the
Property, or Licensee is still conducting any activities or operations on the Property, or is otherwise
using the Property without a written agreement with City after expiration of the Term, such
possession or use shall be deemed a holdover use under the same terms and conditions of this
License, except that the License Fee shall be one hundred fifty percent (150%) of the License Fee
in effect at the expiration of the Term, and shall be payable in advance in equal monthly
installments. Nothing contained herein shall grant Licensee the right to holdover after the
expiration of the License Term or, if applicable, the Renewal Term and notwithstanding the
payment of license fees during the holdover period, City shall have the right to require Licensee
to vacate the Property at any time upon thirty (30) days written notice.
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Section 7. Relocation of Communication Facility. Licensee understands and agrees
that from time to time during the Term, City may require Licensee to remove and/or relocate all
or portions of the Communications Facility from the Licensed Area temporarily or permanently at
Licensee’s expense in order for City to exercise its Paramount Rights at the Property, provided,
however, that if such relocation is required solely for City’s convenience and not due to a bona-
fide municipal need, emergency, legal compliance, or Licensee’s default, City shall reimburse
Licensee’s reasonable, documented relocation costs.
Section 7.1 Temporary Relocations. City shall endeavor to give Licensee at least
ninety (90) days prior written notice of the necessity to relocate the Communications Facility for
a temporary period, and will use good faith efforts to provide temporary space at the Property, or
another mutually acceptable City-owned location for such temporary relocation; provided
Licensee is not in default under this License. Licensee shall be solely responsible at its cost for
obtaining any necessary permits and otherwise complying with all laws, permits, and other rules
and regulations of any public entity applicable in connection with the temporary relocation of its
Communications Facility. Licensee acknowledges that in case of emergency (as determined by
City in its sole discretion), the notice period for temporary relocation may be shortened.
Notwithstanding any relocation or any shortened notice period, the License shall continue without
abatement of the License Fee unless City is unable to provide space for temporary relocation and
as a result Licensee is required to cease to operate its Communications Facility for a period of
more than fourteen (14) days in which event Licensee shall be entitled to an abatement of the
License Fee equivalent to the number of full days in excess of fourteen (14) days during which
Licensee was unable to operate its Communications Facility multiplied by 1/365 of the License
Fee applicable during such period. City will calculate and refund such abatement amount without
interest within sixty (60) days after the end of the temporary relocation period
Section 7.2 At the end of the temporary relocation period, Licensee shall at its cost
return the relocated Communications Facility to the Licensed Area, unless the parties mutually
agree that the Communications Facility may remain at the temporary location in which case the
parties shall memorialize such agreement by an amendment to this License. Licensee shall have
a right to terminate this License upon thirty (30) days prior written notice to City if any temporary
relocation exceeds ninety (90) days, or if City requires Licensee to relocate the Communications
Facility more than one (1) time during the Initial Term, or more than one (1) time during any one
of the Renewal Terms. If this License is terminated for such reason, City shall refund pre-paid
and unused months of the License Fee on a proportionate basis, but Licensee shall not be entitled
to reimbursement or payment by City of any further expenses or costs it may incur by reason of
its election to terminate this License hereunder.
Section 7.3 Permanent Relocations. City may require Licensee to relocate the
Communications Facility from time to time, not to exceed once per any Renewal Term. City shall
endeavor to give Licensee at least one hundred eighty (180) days prior written notice of the
necessity to relocate the Communications Facility or a portion thereof to a new location upon the
Property, and will use good faith efforts to provide another mutually acceptable City location on
the Property for such relocation; provided Licensee is not in default under this License. Licensee
shall be solely responsible at its cost for relocating the Communications Facility and obtaining any
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necessary permits and otherwise complying with all laws, permits, and other rules and regulations
of any public entity applicable in connection with the relocation of its Communications Facility at
City’s request. Licensee shall have a right to terminate this License upon ninety (90) days prior
written notice to City if Licensee’s relocation of the Communications Facility to the mutually
agreeable alternative location on the Property is technically infeasible. If the License is terminated
for such reason, City shall refund pre-paid and unused months of the License Fee on a
proportionate basis, but Licensee shall not be entitled to reimbursement or payment by City of any
further expenses or costs it may incur by reason of its election to terminate this License hereunder.
Section 8. City’s Termination. In addition to other rights of termination and
revocation City has under this License, City may terminate and revoke this License prior to
expiration of the Term in any of the following circumstances: By giving Licensee twelve (12)
months prior written notice, for any reason, in City’s sole and absolute discretion.
Section 8.2 By giving Licensee thirty (30) days prior written notice, if Licensee fails to
maintain and repair the Communications Facility according to the requirements of the License and
fails to cure such non-compliance in response to any City request for such repairs within thirty
(30) days or within such shorter time specified by City in such written request. Further, if City in
its sole discretion determines that the Communications Facility is in a state of disrepair which
imminently endangers the health and safety of City employees and other users of the Property,
City may terminate the License and take steps to address the situation immediately without prior
notice to Licensee, provided that City shall thereafter notify Licensee of the situation, and Licensee
shall reimburse City for its actual costs incurred to take such action.
Section 8.3 If Licensee fails to pay the License Fee when due, City may, after giving
ten (10) days prior written notice to Licensee, terminate and revoke this License and seek other
remedies, as appropriate, under the laws of the State of California, unless Licensee cures such
default by payment of the License Fee and accrued interest charges within such notice period.
Section 8.4 If Licensee fails to perform or observe any of terms or conditions of this
License, City may, after giving sixty (60) days prior written notice to Licensee terminate and
revoke this License and seek other remedies, as appropriate, under the laws of the State, unless
Licensee cures such default within such notice period.
Section 9. Licensee’s Limited Termination Right. It is understood and agreed that
Licensee’s ability to use the Property is contingent upon Licensee continually maintaining in full
force and effect, after the Effective Date, all the certificates, permits, and other approvals that are
required by any federal, state, or local authorities. In the event that any certificate, permit, license,
or approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated
by any governmental authority so that Licensee is unable to use the Property for its intended
purposes, Licensee may terminate this License upon ninety (90) days written notice to City, except
that those terms that by their nature survive termination such as Licensee’s obligations to remove
the Communications Facility and restore the Property , and the indemnity obligation shall survive
in accordance with the terms of this License.
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Section 10. Licensee’s Installation, Ownership, Operation and Maintenance; FCC
Regulations, Emissions Testing; Compliance with Law.
Section 10.1 Licensee shall install, construct and maintain the Communications Facility
in accordance with this License.
Section 10.2 It is expressly understood and agreed that any and all fixtures and equipment
of whatsoever nature at any time constructed or placed on the Property by Licensee shall be and
remain the personal property of Licensee. Licensee shall have the right at any time during the
License Term, and the Renewal Term, if applicable, to remove any and all fixtures and equipment
owned or placed by Licensee in, under, or upon the Licensed Area.
Section 10.3 Licensee is not authorized to contract for or on behalf of City for work on,
or the furnishing of materials to the Licensed Area or any other part of the Property, and Licensee
shall discharge of record by payment, bond or otherwise, within ten (10) days subsequent to the
date of its receipt of notice thereof from City, any mechanic's, laborer's or similar lien filed against
the Licensed Area or the Property for work or materials claimed to have been furnished at the
instance of Licensee.
Section 10.4 In the event that Licensee seeks to modify the Communications Facility,
expand the Licensed Premises, or install new, additional, replacement or upgraded equipment and
other supporting appurtenances that are not specifically described and depicted in Exhibit B,
Licensee shall submit a written proposal and a detailed site plan depiction to the City for its review
and approval in the City’s sole and absolute discretion (each a “Modification Proposal”). Any
Modification Proposal that involves an increase in overall height, weight, cubic volume, or bulk
of the Communications Facility shall require an increase in the License Fee. City’s review of a
Modification Proposal shall include a review of the appearance of the Communications Facility
and the City may reject a Modification Proposal on aesthetic grounds among other City grounds
in its sole and absolute discretion. The Communications Facility to be installed must be in
compliance with all federal, state, and local laws, including but not limited to local zoning
requirements. City’s approval of any Modification Proposal is not a representation that such
installation of the Communications Facility, as modified is in compliance with all applicable
governmental laws, ordinances, rules and regulations or that such facilities will not cause
interference with other communications systems, if any, then in operation on the Property.
Licensee hereby confirms and agrees that its Communications Facility shall be installed and
operated solely within the Premises. Notwithstanding the foregoing, Licensee may, without City’s
consent, (i) replace or upgrade equipment within the Licensed Area with like-kind or
technologically equivalent equipment, provided such replacement or upgrade does not increase the
overall height, weight, cubic volume, or bulk of the Communications Facility and does not
materially alter its appearance as depicted in Exhibit B; and (ii) make changes, replacements, or
upgrades within the ground space portion of the Licensed Area, provided such changes remain
entirely within the boundaries of the Licensed Area and do not increase the overall footprint
depicted in Exhibit B.
Section 10.5 Licensee, at Licensee’s sole cost and expense shall keep and maintain, or
cause to be kept and maintained, the Communications Facility in a state of good appearance and
repair, reasonable wear and tear excepted. Upon City’s written request, Licensee shall complete
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all such work at its sole expense within thirty (30) days of receipt of such notice. If the Licensee
fails to comply with this Section 10, the City may complete or cause to be completed the work,
and Licensee shall reimburse the City for such invoiced costs within thirty (30) days of receipt.
Licensee shall install and maintain a sign or placard upon Licensee’s primary access gate within
the Licensed Area with up-to-date contact information for Licensee’s key personnel, including but
not limited to a phone number for Licensee’s operations team that is staffed twenty-four (24) hours
a day seven (7) days a week. Such sign or placard shall be limited in size and shall be no larger
than 2 square feet in total surface area. Licensee shall not install any other signage for marketing
or other promotional purposes upon the Licensed Area or Property.
Section 10.6 Prior to performing any hot work on the Property that may generate sparks,
flame, or other reasonably foreseeable combustion, Licensee shall obtain all required hot work
permits, including but not limited to all approvals required by the applicable fire department and/or
fire authority hot work permits, and shall comply with all fire prevention requirements and
conditions. City, upon fifteen (15) calendar days’ advance written notice to Licensee, may enter
upon the Licensed Area to conduct an annual safety inspection to evaluate compliance with
applicable building codes, fire prevention and other health and safety requirements applicable to
the Licensed Area. Licensee may escort City personnel during any such annual safety inspection.
Licensee shall correct all violations of applicable building codes, fire prevention and other health
and safety requirements applicable to the Licensed Area, within thirty (30) calendar days following
City’s notifications of such violation(s) following an annual safety inspection.
Section 10.7 Licensee shall be a member of the regional notification center for subsurface
installations (Underground Services Alert) and shall field mark, at its sole expense, the locations
of its underground utilities, fiber, conduits, and other subsurface installations and comply with the
requirements of Section 4216 of the Government Code, as it now reads or may herein after be
amended. Repeal or amendment of Government Code Section 4216.1 shall not negate Licensee’s
obligation to maintain such membership, unless such repeal or amendment disbands or eliminates
Underground Service Alert of Northern California and Nevada, and shall not negate any notice
requirement to City. Wherever possible, Licensee shall utilize the servicing utility and fiber owner
complete or supervise the installation of underground utilities, fiber, conduits, and other subsurface
installations.
Section 10.8 Licensee shall, at its sole cost and expense, protect, replace and provide any
landscaping required in its Governmental Approvals and shall promptly replace any City
landscaping damaged by Licensee’s activities. Upon City’s written request, Licensee shall
complete all such work at its sole expense within thirty (30) days of receipt of such notice. If the
Licensee fails to comply with this Section 10, the City may complete or cause to be completed the
work, and Licensee shall reimburse the City for such invoiced costs within thirty (30) days of
receipt.
Section 10.9 Licensee shall, at its sole cost and expense, repair any damage it may cause
to the Licensed Area, access areas, means of ingress or egress, or any Access Easement. Upon
City’s written request, Licensee shall repair any such damage at its sole expense within thirty (30)
days of receipt of such notice. If the Licensee fails to comply with this Section 10, the City may
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complete or cause to be completed the work, and Licensee shall reimburse the City for such
invoiced costs within thirty (30) days of receipt.
Section 10.10 Licensee shall have a separate meter installed for Licensee's electrical
power consumption, whereupon Licensee shall be solely responsible for payment of all of its
electrical utilities costs. No other connection is authorized by this License, and no other fuels of
any type shall be used or stored by Licensee within the Licensed Area without the advance written
consent of City.
Section 10.11 In addition to compliance with specific laws otherwise described in this
License, Licensee shall comply, and will ensure that its contractors and representatives will
comply, with all regulations and requirements of the FCC and the California Public Utilities
Commission, and all other federal, state and local laws, ordinances, rules and regulations,
including health and safety requirements, pertaining to the construction, installation, operation and
maintenance of the Communications Facility and work on the Property during the License Term
and Renewal Term, and in conjunction with any activities undertaken on the Property by Licensee
either prior to the Effective Date, or after expiration of this License. Requirements of the federal
Occupational Safety and Health Administration (OSHA) and the California Division of
Occupational Safety and Health (CAL-OSHA), whichever is stricter, shall be adhered to at all
times during any activities on the Property by Licensee and its contractors or other representatives.
Licensee shall have a safety and injury prevention program in place for the construction,
installation, operation and maintenance of the Communications Facility and work on the Property,
if required by laws or regulations. If required by law or regulation, a copy of any such program
shall be on the Property at all times.
Section 11. Removal & Restoration. Within thirty (30) days of the expiration or
earlier termination of the License, Licensee shall (1) remove all of the Communications Facility
at its sole expense and (2) repair any damage to the Licensed Area caused by such removal and
shall return the Licensed Area to the condition which existed before the Effective Date, reasonable
wear and tear and casualty loss not caused by Licensee excepted. Notwithstanding the above, prior
to the expiration or earlier termination of the License, City may retain any structures, conduits, or
other improvements at the Property installed or placed by Licensee or at Licensee’s direction by
mutual agreement with Licensee. If the Licensee fails to remove its Communications Facility and
restore the Licensed Area as required by this Section 11 within such thirty (30) day period,
Licensee shall be obligated to pay to City holdover rent for its continued occupancy from the
termination date or expiration of this License until Licensee completes its removal and restoration
obligations of this Section 11; and the City may complete or cause to be completed the work, and
Licensee shall reimburse the City for such invoiced costs, plus a ten-percent (10%) surcharge for
reimbursement of City staff time and/or outside contractor costs, within thirty (30) days of receipt.
Section 12. Prior Communications Facilities on Property, City Communications Systems;
Non-interference.
Section 12.1 Licensee acknowledges and understands that there may be communications
facilities on Property belonging to one or more third parties (referred to as the “Prior User(s)”) that
has entered into an agreement(s) (the “Prior Use Agreement(s)”) with City, pursuant to which the
Prior User(s) has(ve) been permitted to install and operate communications equipment on the
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Property. Where applicable, Licensee represents and warrants that prior to the execution of this
License, Licensee has determined that the Prior Users present no material interference with
Licensee’s intended use within the Licensed Area.
Section 12.2 Licensee shall operate the Communications Facility in a manner that will
not cause harmful interference to (i) the City’s use of the Property, or (ii) any communications
equipment operated and/or owned by the Prior User(s) as of the Effective Date, provided that the
Prior User(s) operates its communications equipment in accordance with the terms of the Prior
Use Agreement(s). If Licensee’s Communications Facility causes such harmful interference,
Licensee will immediately take all steps necessary to correct and eliminate the interference,
including but not limited to, at Licensee’s option, powering down such equipment and later
powering up such equipment for intermittent testing. If such interference cannot be corrected or
powered down within two (2) days after Licensee is advised of such interference, City may require
that Licensee cease (or cause the cessation of) operation of the interfering equipment (subject to
intermittent testing to confirm the interference has been corrected) until such interference can be
so corrected at which time the operation of such equipment may resume.
Section 12.3 Licensee further acknowledges that City assumes no risk or liability for any
interference with Licensee’s use of the Property which results from the operation of
communications equipment on the Property by the Prior User(s) under the Prior Use Agreement(s)
and agrees that City shall be held harmless from claims due to any such interference, pursuant to
the indemnification terms set forth in Section 16 herein.
Section 12.4 City reserves the right to license other portions of the Property to third
parties during the License Term and Renewal Term, if applicable. If, subsequent to the installation
of the Communications Facility, the new third party equipment on the Property causes harmful
interference with the Communications Facility, Licensee shall use its best efforts to resolve the
interference issues in cooperation with the owner and operator of the new equipment without
involving City personnel. If any such subsequent users cannot correct such harmful interference
within ten (10) business days of Licensee’s written notification thereof to City, Licensee may
terminate this License upon sixty (60) days written notice to City and obtain a refund of prepaid
unused amounts of the License Fee, or seek injunctive or other legal relief against/from such
subsequent third party users. The refund shall be Licensee’s sole and exclusive remedy and
recovery as against City for any interference, and Licensee hereby waives any other rights or
remedies it may have at law or in equity against City related thereto. The parties recognize and
agree that it is the intention of this Section 12 that City not become embroiled in any disputes or
proceedings between Licensee and any other users of the Property, and/or expend funds as a result
thereof; therefore, Licensee agrees to indemnify, defend, and hold harmless the City against any
claim related to or arising from any disputes or proceedings between Licensee and any other users
of the Property.
Section 12.5 Should Licensee be notified by any government agency of any violation
relating to Licensee’s use of the Licensed Area or the Communications Facility, it must share said
notice with City within five business days of notice and Licensee shall provide City documentation
from the government agency that Licensee has cured the default. Licensee shall indemnify City
and hold it harmless from all expenses, costs, damages, loss, claims or other expenses and
liabilities arising from any interference caused by Licensee's failure to comply with FCC or FAA
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rules and regulations that is not curtailed within thirty (30) days after Licensee receives written
notice of such interference from City. Licensee shall be responsible for all costs associated with
any tests deemed necessary to resolve any and all interference as set forth in this License. If such
interference caused by Licensee's failure to comply with FCC or FAA rules and regulations has
not been corrected within thirty (30) days after Licensee receives notice thereof from City, City
may require Licensee to remove the specific items from the Facilities causing such interference.
Section 12.6 Nothing contained in this Section 12 or elsewhere in this License is intended
to confer any rights or remedies under, or by reason of this License on, or waive any claims against,
or adversely affect any rights of, any person or entity other than the parties hereto.
Section 13. Performance Bond. On or before the Effective Date, Licensee shall obtain
a faithful performance bond, in the amount of One-Hundred Fifty Thousand Dollars and 00/100
Dollars ($150,000.00), from a bond company duly licensed to do business in California in favor
of City (the "Bond"). The Bond shall secure (1) Licensee's removal of its equipment from the
Licensed Area following the expiration or earlier termination of the License and restoration of the
Licensed Area to the condition it existed prior to the Effective Date, reasonable wear and tear
excepted, and (2) the recovery of any unpaid sums duly owed to the City under this License. The
Bond shall be maintained in force by Licensee throughout the License Term and Renewal Term,
if applicable. Licensee agrees to deliver to City a copy of the Bond prior to commencement of
construction activities on the Licensed Area (or if the License is a renewal for a previously
constructed facility, prior to full execution of the License). Prior to the commencement of any
Renewal Term, City and Licensee shall review the amount of the Bond to assess whether the
amount of the Bond is reasonably sufficient to cover then current removal and restoration costs.
If it is reasonably determined to be insufficient, Licensee shall obtain and maintain in force a Bond
for such additional amount that City reasonably determines to be sufficient.
Section 14. Environmental.
Section 14.1 For purposes of this License, the term “Hazardous Substances” means: (a)
any substance, products, waste, or other material of any nature whatsoever which is or becomes
listed, regulated, or addressed pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act (CERCLA), 42 United States Code Section 9601 et seq.; the
Resources Conservation and Recovery Act, 42 United States Code Section 6901 et seq.; the
Hazardous Materials Transportation Conservation and Recovery Act, 42 United States Code
Section 1801 et seq.; the Clean Water Act, 33 United States Code Section 1251 et seq.; the Toxic
Substances Control Act, 15 United States Code Section 2601 et seq.; the California Hazardous
Waste Control Act, Health and Safety Code Section 25100 et seq.; the Hazardous Substance
Account Act, Health and Safety Code Section 25330 et seq.; the California Safe Drinking Water
and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health
and Safety Code Section 25280 et seq. (Underground Storage of Hazardous Substances); the
California Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.;
California Health and Safety Code Section 25501 et seq. (Hazardous Materials Release Response
Plans and Inventory); or the California Porter-Cologne Water Quality Control Act, Water Code
Section 13000 et seq., all as amended, ; or any other federal, state, or local statute, law, ordinance,
resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or
standards of conduct concerning any Hazardous Substance, now or at any time hereinafter in
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effect; (b) any substance, product, waste or other material of any nature whatsoever which may
give rise to liability under any of the above statutes or under any statutory or common law theory
based on negligence, trespass, intentional tort, nuisance or strict liability or under any reported
decisions of a state or federal court ; (c) petroleum or crude oil, other than petroleum and petroleum
products which are contained within regularly operated motor vehicles; and (d) asbestos.
Section 14.2 Except as otherwise specifically permitted under the terms of this License,
Licensee shall not use, create, generate, store, deposit, dispose of or allow any Hazardous
Substances on, under, about or within the Property or Licensed Area in violation of any federal,
state, or local law, rule, regulation, order, decree or other requirement listed in this Section 14. For
any such Hazardous Substances, Licensee shall submit a hazardous materials business plan to the
California Environmental Reporting System (CERS) and shall be subject to permitting/inspections
by the local Certified Unified Program Agency (CUPA). Batteries for emergency power and fuel
for temporary generators during power outages may only be used or stored on-site with the prior
written approval of City. On site use, but not storage, of ordinary paints, solvents and similar
substances commonly used in small quantities and necessary for maintenance of Licensee’s
Communications Facility are excepted from the preceding prohibition of use by Licensee of
Hazardous Substances on the Licensed Area and the Property, so long as Licensee complies with
all applicable federal, state and local laws rules and regulations governing the use of such items.
Section 14.3 Unless depicted in Exhibit B, no underground or above ground storage
tanks shall be installed on Licensed Area. If depicted in Exhibit B and duly authorized by City,
all underground or above ground storage tanks shall utilize secondary containment at all times.
Section 14.4 City or its officers, employees, contractors, or agents shall at all times have
the right to go upon and visually inspect the Licensed Area and the operations conducted thereon
to assure compliance with the requirements herein stated. This inspection may also include taking
samples for chemical analysis of substances and materials present and/or testing soils on the
Licensed Area and taking photographs. Except in case of emergency, City will not take samples
or test soils on the Licensed Area without providing Licensee with reasonable advance notice and
the opportunity to have a representative present.
Section 14.5 Licensee shall, within forty-eight (48) hours of the discovery by Licensee
of the presence of, or believed presence of, a Hazardous Substance as defined herein, give written
notice to City in the event that Licensee knows or has reasonable cause to believe that any release
of Hazardous Substance has come or will come to be located on, under, about or within the
Licensed Area. The failure to disclose in a timely manner the release of a Hazardous Substance
by Licensee, including but not limited to, an amount which is required to be reported to a state or
local agency pursuant to law (e.g., California’s Hazardous Materials Storage and Emergency
Response Act, Health and Safety Code Section 25550 et seq.) shall be grounds for termination of
this License by City in addition to actual damages and other remedies provided by law. Licensee
shall immediately clean up and completely remove all Hazardous Substances released by Licensee
on, under, about or within the Licensed Area or the Property, in a manner that is in all respects
safe and in accordance with all applicable laws, rules and regulations.
Section 14.6 In the event a Hazardous Substance release is discovered by Licensee,
Licensee shall disclose to City the specific information regarding Licensee’s discovery of any
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Hazardous Substances placed on, under, about or within the Licensed Area or the Property by
Licensee, and provide written documentation of its safe and legal disposal.
Section 14.7 Breach of any of these covenants, terms, and conditions, and Licensee’s
failure to cure within thirty (30) days of Licensee’s receipt of written notice from City, shall give
City the authority to either immediately terminate this License or to shut down Licensee’s
operations thereon, at the sole discretion of City, provided, that in the event such cure reasonably
requires more than thirty (30) days to complete, then City shall have no such authority if Licensee
promptly commences the cure of such default and diligently pursues such cure to completion. In
either case, Licensee will continue to be liable under this License to remove and mitigate all
Hazardous Substances placed by Licensee on, under, about or within the Licensed Area or the
Property. Licensee shall be responsible for, and bear the entire cost of removal and disposal of,
all Hazardous Substances introduced to the Licensed Area or the Property by Licensee during
Licensee’s period of use and possession of the Licensed Area. Upon termination of this License,
Licensee shall, in accordance with all laws, remove from the Licensed Area any equipment or
improvements placed on the Licensed Area by Licensee that may be contaminated by Hazardous
Substances.
Section 14.8 Licensee shall defend, indemnify and hold City and its officials, officers,
employees, contractors and agents free and harmless from any and all claims, liability, injury,
damage, costs, fines, or expenses (including, without limitation, the reasonable cost of attorney’s
fees) arising as a result of the presence of use of any Hazardous Substances placed or caused to be
placed by Licensee or its partners, affiliates, agents, officials, officers, contractors or employees
on the Licensed Area or the Property. City shall defend, indemnify and hold Licensee and its
officials, officers, employees, contractors and agents free and harmless from any and all claims,
liability, injury, damage, costs, fines, or expenses (including, without limitation, the reasonable
cost of attorney’s fees) arising as a result of the presence of use of any Hazardous Substances
placed or caused to be placed by City or its partners, affiliates, agents, officials, officers,
contractors or employees on the Property. The foregoing indemnity is intended to operate as an
agreement pursuant to, among other requirements, Section 107, subdivision (e) of CERCLA, 42
United States Code Section 9607, subdivision (e), and California Health and Safety Code Section
25364, to insure, protect, hold harmless and indemnify each party from any liability created by the
other party pursuant to such sections. Notwithstanding anything herein to the contrary, Licensee
shall have no liability or obligation hereunder for any Hazardous Substances in, on, at or under the
Licensed Area or Property due to the acts or omissions of any person or entity other than Licensee
or its partners, affiliates, agents, officials, officers, contractors or employees.
Section 15. Insurance. During the life of this License, Licensee shall procure and
maintain insurance against claims for injuries or death to persons or damages to property which
may arise from or in connection with the Licensee’s operations and use of the facilities and the
activities of the Licensee, guests, agents, representatives, employees or sub-contractors. The
Licensee shall provide and maintain the following commercial general liability, workers’
compensation and property coverage that is at least as broad as follows:
Section 15.1 General Liability: Insurance Services Office (ISO) Commercial General
Liability Coverage (Occurrence Form CG 00 01) including property damage, bodily injury and
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personal & advertising injury with limits of at least two million dollars ($2,000,000) per
occurrence and four million dollars ($4,000,000) aggregate.
Section 15A Workers' Compensation Insurance: The Licensee shall provide
workers’ compensation coverage as required by the State of California, with Statutory Limits, and
Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury
or disease..
Section 15B Property insurance against all risks of loss to any Licensee’s real and
personal property including Licensee improvements or betterments, at full replacement cost with
no coinsurance penalty provision.
Section 15.2 Required Provisions. The Commercial General Liability policy is to
contain, or be endorsed to contain, the following provisions:
Section 15A Additional Insured Status: City, its directors, officers, employees,
and authorized volunteers are to be included as additional insureds on the commercial general
liability policy (at least as broad as ISO Form CG 20 10 10 01 or CG 20 11) as respects: liability
arising out of the use of the facilities, work or activities performed by or on behalf of the Licensee
. The coverage shall contain no special limitations on the scope of protection afforded to City, its
directors, officers, employees, and authorized volunteers.
Section 15B Primary Coverage: For any claims related to Licensee’s operations,
negligent acts or willful misconduct, the Licensee’s insurance coverage shall be primary at least
as broad as ISO CG 20 01 04 13 (or carrier equivalent) as respects to City, its directors, officers,
employees, and authorized volunteers. Any insurance or self-insurance maintained by City, its
directors, officers, employees, and authorized volunteers shall be excess of the Licensee’s
insurance and shall not contribute with it.
Section 15.3 Notice of Cancellation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with advance notice to City.
Section 15.4 Acceptability of Insurers. Insurance is to be placed with insurers having a
current A.M. Best rating of no less than A-:VII or as otherwise approved by City. Licensee agrees
that it will comply with such provisions upon the Effective Date. All of the insurance shall be
provided on policy forms and through companies reasonably satisfactory to City. In the event a
claim giving rise to a coverage dispute City reserves the right to obtain complete, certified copies
of all required insurance policies involved in such dispute. Failure to continually satisfy the
Insurance requirements is a material breach of contract.
Section 15.5 Verification of Coverage. Grantee shall furnish City with certificates and
amendatory endorsements effecting coverage required by the above provisions. All certificates
and endorsements are to be received and approved by City at least five days before the Grantee
use of facilities commences activities..
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Section 15.6 Any contractor or subcontractor hired by the Licensee for construction,
installation, operation, maintenance, and removal of the Communications Facility shall maintain
insurance coverage equal to that required of the Licensee under this Section 15 of this License and
shall include City as an additional insured with respect to liability insurance coverage. It is the
responsibility of the Licensee to ensure compliance with this provision. City accepts no
responsibility arising from the acts or omissions of Licensee’s contractor or subcontractor.
Licensee hereby agrees to pay any fines and fees related to the Communications Facility and agrees
to indemnify and hold City harmless for any fines or fees that may be imposed on City as a result
of the installation, operation, maintenance, and removal of the Communications Facility.
Section 16. Indemnification. To the furthest extent allowed by law, Licensee shall
indemnify, hold harmless and defend City and its officers, officials, employees, agents and
volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether
in contract, tort or strict liability, including but not limited to personal injury, death at any time
and property damage, including damage by fire or other casualty) incurred by City, Licensee, or
any other person, and from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or
indirectly out of Licensee’s: (i) occupancy, maintenance and/or use of the Licensed Area and/or
Communications Facility; or (ii) performance of, or failure to perform, this License. Licensee’s
obligations under the preceding sentence shall apply to any negligence of City, but shall not apply
to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross
negligence, or by the willful misconduct, of City or its officers, officials, employees, agents or
volunteers.
Section 16.1 Licensee’s occupancy, maintenance and use of the Licensed Area and
Communications Facility shall be at Licensee’s sole risk and expense subject to the terms set forth
below. Licensee accepts all risk relating to Licensee’s: (i) occupancy, maintenance and/or use of
the Licensed Area and/or Communications Facility; and (ii) performance of, or failure to perform,
this License. City shall not be liable to Licensee or Licensee’s insurer(s) for, and Licensee and its
insurer(s) hereby waives and releases City from, any and all loss, liability, fines, penalties,
forfeitures, costs or damages to the extent resulting from or attributable to an occurrence on or
about the Licensed Area in any way related to the Licensee’s operations and activities, except to
the extent caused by the gross negligence or willful misconduct of City or its officers, officials,
employees, agents or volunteers. Licensee shall immediately notify City of any occurrence on the
Premises resulting in injury or death to any person or damage to property of any person.
Section 16.2 If it is necessary for Licensee to contract for the design, construction and/or
maintenance of the Communication Facility, Licensee shall require each consultant and contractor
to indemnify, hold harmless, defend and release City and its officers, officials, employees, agents
and volunteers in accordance with the terms of the preceding paragraphs. The Section shall survive
termination or expiration of this License.
Section 17. Casualty and Condemnation
Section 17.1 If at any time during the term of this License all or "substantially all"
(meaning the remaining portion thereof shall not be of sufficient size or condition to permit the
continuation of Licensee's use of the Communications Facility in a commercially reasonable
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manner) of the Communications Facility upon the Licensed Area, or City’s facilities and
improvements upon the Property are damaged and/or destroyed by fire or other casualty, then the
party whose facilities and improvements were damaged and/or destroyed by fire or other casualty
may terminate this License by providing written notice to the other party, which termination shall
be effective as of the date of such damage and/or destruction, and whereupon the party whose
facilities and improvements were damaged and/or destroyed by fire or other casualty shall be
entitled to collect all insurance proceeds payable on account thereof and to the reimbursement of
any prepaid License Fee, if any, to be apportioned as of the termination date.
Section 17.2 If at any time during the term of this License all or "substantially all" (as
described in the preceding subsection 17.1) of the Licensed Area or the improvements located on
the Property shall be taken in the exercise of the power of eminent domain by any governmental
or other authority, or by deed in lieu of condemnation, then Licensee or Licensor may terminate
this License by providing written notice to the other party, which termination shall be effective as
of the date of the vesting of title in such taking and any prepaid License Fee, if any, shall be
apportioned as of said date and reimbursed to Licensee. City and Licensee shall each be entitled
to pursue their own separate awards with respect to such taking, but in any event, Licensee's award
shall be limited to lost improvements investment, relocation, and loss of business. In the event of
any taking of less than all or substantially all of the Premises, this License shall continue and each
of City and Licensee shall be entitled to pursue their own separate awards with respect to such
taking.
Section 18. Jurisdiction and Venue. This License shall be construed in accordance
with and governed by the laws of the State of California. Any legal action or proceeding brought
to interpret or enforce this License, or which in any way arises out of the Parties’ activities
undertaken pursuant to this License, shall be filed and prosecuted in the appropriate California
State Court in the County of San Luis Obispo, California. Each Party waives the benefit of any
provision of state or federal law providing for a change of venue to any other court or jurisdiction
including, without limitation, a change of venue based on the fact that a governmental entity is a
party to the action or proceeding, or that a federal right or question is involved or alleged to be
involved in the action or proceeding. Without limiting the generality of the foregoing waiver,
Permittee expressly waives any right to have venue transferred pursuant to California Code of
Civil Procedure Section 394.
Section 19. Entire Agreement; Amendment. This License constitutes the entire
understanding between the parties with respect to the subject matter hereof, superseding all
negotiations, prior discussions and agreements made prior to the date hereof. In the event there is
an existing lease or license between Licensee (or its predecessor-in-interest) and City covering the
Licensed Area, it is agreed and understood that this License shall cancel, supersede and terminate
said prior lease or license as of the Effective Date of this License. This License may not be
modified except in a writing executed by both parties.
Section 20. Paragraph Heading and Construction. The section headings contained
in this License shall not be considered to be a part hereof for purposes of interpreting or applying
this License, but are for convenience only.
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Section 21. Binding on Successors; No Third-Party Beneficiaries. This License, and
all of the provisions hereof, shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, successors, and assigns. No customer, other person or entity other than the
parties shall be deemed to be a third-party beneficiary hereof, and nothing in this License, either
express or implied, is intended to confer upon any customer or other person or entity, other than
the parties and their respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this License.
Section 22. Independent Contractors. Licensee’s contractors, agents and
representatives are independent contractors of Licensee, and are not employees or independent
contractors of City while on the Property, or while engaged in any work on the Property, including
the construction, installation, maintenance or operation of the Communications Facility.
Section 23. Limited Assignment/ Sub-licensing.
Section 23.1 This License, or the license interest of Licensee in the Property, shall not be
assigned by Licensee except with the prior written consent of City which consent may be withheld
in the City’s sole discretion.
Section 23.2 Notwithstanding the foregoing, Licensee may, without City’s consent but
upon at least sixty (60) days prior written notice to City, from time to time assign this License in
its entirety (i) to any entity which has, directly or indirectly, a fifty-one percent (51%) or greater
interest in Licensee (a “Parent”), or to any entity in which Licensee or a Parent has a fifty-one
percent (51%) or greater interest, or (ii) any entity that acquires substantially all of Licensee’s
assets, or that results from the merger or consolidation of Licensee with another entity. Any such
assignment shall not be effective unless and until the assignee executes and delivers to City a
written assumption of all Licensee’s obligations under this License. . In no event shall any
assignment release Licensee from its obligations under this License without the City’s prior written
consent.
Section 23.3 Licensee shall not sublicense the Licensed Area without the advance written
consent of City, which consent may be withheld in the City’s reasonable discretion. Prior to doing
so, Licensee shall submit to City detailed plans and specifications for the proposed sublicense for
the City’s review. Upon execution of each City-approved sublicense, Licensee shall pay City as
additional rent fifty percent (50%) of all gross revenue received from such sublicensee
(“Collocation Fee”). The Collocation Fee shall be paid in the same manner and subject to the same
requirements and conditions as the License Fee. However, in no event shall the Collocation Fee
be less than Fourteen Thousand Five Hundred Dollars ($14,500) per annum. This minimum
amount shall be adjusted through the term of this License in the same manner as the License Fee.
Moreover, in the event that such sublicensee requires additional ground space outside of the
Premises, it shall enter into a separate license with City to do so or this License may be amended
to provide for such additional space. City may grant or deny such expansion requests in its sole
discretion, including conditioning execution of such new or amended agreements on the payment
of additional rent.
Section 23.4 Any attempted or unauthorized assignment or sublicense shall be void and
shall be cause for immediate termination of this License by City. The acceptance of License Fees
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by City from any person other than Licensee or an authorized assignee shall not be deemed to be
a waiver by City of any provision hereof. Consent to one assignment shall not be deemed consent
to any subsequent assignment.
Section 23.5 Requests for consent to assignments and sublicenses shall be submitted to
City to the address set forth in Section 25 (“Notice”).
Section 23.6 In connection with the Collocation Fee, Licensee shall accurately maintain,
for a period not less than five (5) years following the close of a fiscal year, all records relating to
the annual gross revenue from all sublicensees for the rental, license or other occupancy agreement
for the use of space and facilities on at the Licensed Area. Licensee shall maintain complete
accounting records in accordance with generally accepted accounting principles. City shall have
the right, upon ten (10) days advance notice, to inspect all such records and other like materials of
Licensee that reasonably relate to Licensee’s Collocation Fee obligations under this Section 23.
Such records shall be made available to City for inspection at Licensee’s regular place of business
or such other mutually agreed location, but in no event outside the County of San Louis Obispo,
California. If such audit discloses an underpayment of the Collocation Fee, Licensee shall pay to
City, within thirty (30) days of written notice from City, the amount of such underpayment,
together with interest at the rate of twelve percent (12%) per year computed from the date Licensee
should have made the payment. If the underpayment exceeds ten percent (10%) of the amount
that should have been paid for any given calendar year, Licensee shall further reimburse the City
for the entirety of its audit costs, including, without limitation, auditor’s cost and expenses, internal
costs and expenses, and legal and other third party expenses. If an audit discloses an overpayment
by Licensee, City shall promptly refund the overpayment without interest, or advise Licensee in
writing that it may credit it without interest against future Collocation Fee payments owed by
Licensee. For purposes of this Section 23, an “underpayment” or “overpayment” shall consist of
the difference between the sum of the payments made by Licensee and the amounts that should
have been paid by Licensee in a calendar year, as determined by the audit.
Section 24. Attorneys’ Fees. Should either party institute arbitration or legal or other
proceedings against the other for or on account of its failure or refusal to perform or fulfill any of
the covenants or conditions of this License on its part to be performed or fulfilled, then the
prevailing party in such action or proceeding shall receive from the other party attorney’s fees and
costs as adjudged reasonable by the arbitrator, or court.
Section 25. Notice. All notices, requests, and demands hereunder will be given in
writing by first class, certified or registered mail, return receipt requested, or by a nationally
recognized overnight courier, postage prepaid, to be effective when properly sent and received,
refused or returned undelivered. Notices, requests and demands will be addressed to the parties as
follows:
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If to Licensee:
T-Mobile USA, Inc.
12920 SE 38th ST
Bellevue, WA 98006
Attn: Lease Compliance/Site ID: SV80566A
If to City:
City of Arroyo Grande
Attn: City Manager
300 E Branch Street
Arroyo Grande, CA 93420
[805-472-5420]
[ agcity@arroyogrande.org ]
Either party may change the address or persons to which notices are to be sent to it by giving thirty
(30) days’ prior written notice of such change to the other party in the manner provided herein.
Section 26. Counterparts. This License may be executed in counterparts, each of
which shall be deemed to be an original.
Section 27. Representations and Warranties. Each party represents and warrants that
this License constitutes a legal, valid and binding obligation of such party, and is enforceable
against such party in accordance with the terms set forth in the License. Licensee acknowledges
and agrees that Licensee is not entitled to relocation assistance, or any other benefits under the
Uniform Relocation Assistance Act, or any other applicable provision of law upon termination of
this License.
Section 28. NO WARRANTY
LICENSEE’S RIGHT TO USE THE LICENSED AREA AND THE PROPERTY IS STRICTLY
ON AN “AS IS” BASIS WITH ALL FAULTS. CITY MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND AS TO THE PRESENT OR FUTURE CONDITION OF OR
SUITABILITY OF THE PROPERTY OR THE LICENSED AREA FOR LICENSEE’S USE
AND DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED WITH RESPECT
TO THE PHYSICAL, STRUCTURAL, OR ENVIRONMENTAL CONDITION OF THE
PROPERTY, AND LICENSED AREA AND THE MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. LICENSEE IS SOLELY RESPONSIBLE FOR INVESTIGATION
AND DETERMINATION OF THE CONDITION AND SUITABILITY OF THE PROPERTY,
AND LICENSED AREA FOR LICENSEE’S INTENDED USE.
Section 29. Taxes. City hereby provides notice pursuant to California Revenue and
Taxation Code Section 107.6, and Licensee acknowledges that this License may create a
possessory interest and Licensee may be subject to property taxes levied on such interest, as
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Licensee Site Name:
Licensee Site No.: JN45XGO98E
Page 21 of 25
described in California Revenue and Taxation Code Section 107. Licensee shall pay, when due,
all real and personal property taxes, fees and assessments, assessed against the Licensed Area and
the Communications Facility and shall reimburse City for any increase in real property or
possessory interest taxes levied against the Property as a result of the improvements constructed
by Licensee on the Licensed Area only for so long as this License has not expired of its own terms
or is not terminated by either party. City shall provide prompt and timely notice of any tax or
assessment for which Licensee is liable within forty-five (45) days of City’s receipt. Licensee
shall have the right to challenge any tax or assessment and City shall cooperate with Licensee
regarding such challenge.
Section 30. Estoppel Certificates. Each party agrees to furnish to the other, within ten
(10) business days after request, such truthful, customary and reasonable estoppel information as
the other may reasonably request.
Section 31. Representatives. Either party hereto that is represented in this transaction
by a broker, agent or commission salesperson (a "Representative") shall be fully and exclusively
responsible for the payment of any fee, commission or other compensation owing to such
Representative, and shall indemnify and hold the other party harmless from and against any claim
to a fee, commission or other compensation asserted by such Representative, including reasonable
attorneys' fees and costs incurred in defending such claim.
Section 32. Further Assurances; Cooperation. Each party agrees to reasonable and
professional cooperation with the other in executing and delivering any documents (including a
Memorandum or short form of License and/or easement agreement) any and all additional papers,
documents and other assurances and do any and all acts and things reasonably necessary in
connection with the performance of their respective obligations under this Agreement and to carry
out the intent of the parties herein. Unless the laws of the state in which the Property is located
prohibit the recordation of a memorandum or short form of License, neither party shall record this
License, but may record, in lieu thereof, the aforementioned Memorandum or short form of
License. In the event of a recordation prohibition described above, either party may record this
License.
Section 33. Time. Time is of the essence of this License.
Section 34. Incorporation of Recitals. All of the recitals hereof are incorporated by
this reference and are made a part hereof as though set forth at length herein.
Section 35. Survival of Terms. All terms that by their nature should survive
termination of this License shall survive, including but not limited to payment of amounts owed
and indemnification obligations.
Section 36. The following exhibits are incorporated in this License:
Exhibit A Property- Legal Description
Exhibit B Description and Depiction of Licensed Area and Communications
Facility
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Arroyo Grande Site Name: RESERVOIR 2
Licensee Site Name:
Licensee Site No.: JN45XGO98E
Section 37. Binding Authority/Authorized Representatives. Each of the
parties represents and warrants that it has the full right, power, legal capacity, and authority to
enter into and perform its obligations hereunder and that those obligations will be binding upon
that party without the approval or consent of any other person or entity. Each person executing
this License represents and warrants he/she has been duly authorized to execute the same.
Section 38. Termination of Original Lease. City and Licensee acknowledge and agree
that the Original Lease shall terminate effective as of 11:59 pm local time on the day
immediately prior to the Effective Date of this License ("Original Lease Termination Date") as
if such date were originally stated to be the termination date of the Original Lease and shall
thereafter be replaced in its entirety by this Lease. The termination of the Original Lease shall be
effective without further documentation. Any rental payments received by City pursuant to the
Original Lease for periods following the Original Lease Termination Date will be applied as a
credit against the License Fee due and owing pursuant to this Lease during the Term on a
prorated basis.
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Licensee Site Name:
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IN WITNESS WHEREOF, the parties hereto have executed this License as of latter of
the signatures below.
“City”:
CITY OF ARROYO GRANDE
By: _____________________________
Title: City Manager
Date: _____________________________
“Licensee”:
T-Mobile West LLC
By: _____________________________
Title: _____________________________
Date: _____________________________
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Exhibit A Property- Legal Description
[Attached]
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Licensee Site Name:
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Exhibit B Description and Depiction of Licensed Area and Communications Facility
•[Attached]
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T-1
TITLE SHEET
VICINITY MAP
PROJECT
AREA
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
SV80566A
SN45XC098-NORTH ARROYO GRANDE
0
ZONING
(LEASE EXHIBIT)
Stick Together
T-1
SITE NUMBER:
SITE NAME:
SITE TYPE:
CITY:
COUNTY:
JURISDICTION:
GENERAL LOCATION MAP
SV80566A
SN45XC098-NORTH ARROYO GRANDE
MONOPINE
ARROYO GRANDE
SAN LUIS OBISPO
PROJECT TEAM DRAWING INDEX
T-1
A-1
TITLE SHEET
EXISTING OVERALL SITE PLAN
A-2 EXISTING EQUIPMENT AND ANTENNA LAYOUT PLANS
A-3 EXISTING ELEVATIONS I
CODE COMPLIANCE
ACCESSIBILITY REQUIREMENTS
LEASE EXHIBIT
CITY OF ARROYO GRANDE
DRIVING DIRECTION
A-4 EXISTING ELEVATIONS II
SAC/ZONING/PERMITTING:
PROJECT SUMMARY
SITE ADDRESS:
PROPERTY OWNER CONTACT:
APPLICANT:
BUILDING SUMMARY
LEGAL DESCRIPTION
PROJECT DESCRIPTION
PRINT NAME SIGNATURE DATE
APPROVAL
UTILITY PURVEYOR
LATITUDE / LONGITUDE
PROJECT
AREA
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A-11
EXISTING OVERALL
SITE PLAN
EXISTING OVERALL SITE PLAN
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
SV80566A
SN45XC098-NORTH ARROYO GRANDE
0
ZONING
(LEASE EXHIBIT)
Stick Together
A-1
N
APN:077-061-016
H I
L
L
C
R
E
S
T
D
R
M O N T E G O S T R E E T
H I L L
C
R
E
S
T
D
R
S I
E
R
R
A
D
R
P R I V A T E R D
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A-2
EXISTING EQUIPMENT AND
ANTENNA LAYOUT PLANS
EXISTING ANTENNA LAYOUT PLAN 2
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
SV80566A
SN45XC098-NORTH ARROYO GRANDE
0
ZONING
(LEASE EXHIBIT)
Stick Together
A-2
N
EXISTING EQUIPMENT LAYOUT PLAN 1
N
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A-3
EXISTING ELEVATIONS I
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
SV80566A
SN45XC098-NORTH ARROYO GRANDE
0
ZONING
(LEASE EXHIBIT)
Stick Together
A-32EXISTING EAST ELEVATION
1EXISTING NORTH ELEVATION
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A-4
EXISTING ELEVATIONS II
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
655 N. CENTRAL AVE., #1520
GLENDALE, CA 91203
OFFICE: (818) 840-0808 FAX: (818) 840-0708
SV80566A
SN45XC098-NORTH ARROYO GRANDE
0
ZONING
(LEASE EXHIBIT)
Stick Together
A-42EXISTING WEST ELEVATION
1EXISTING SOUTH ELEVATION
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OFFICIAL CERTIFICATION
I, JESSICA MATSON, City Clerk of the City of Arroyo Grande, County of San Luis
Obispo, State of California, do hereby certify under penalty of perjury, that the attached
Resolution No. 2026-036 was passed and adopted at a regular meeting of the
City Council of the City of Arroyo Grande on the 9th day of June, 2026.
WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 11th day
of June, 2026.
JESSICA MATSON, CITY CLERK