The URL can be used to link to this page

Home My WebLink AboutCC 2026-06-09_09d Communications License Agreement T MobileItem 9.d. MEMORANDUM TO: City Council FROM: Nicole Valentine, Director of Administrative Services Andrew Perez, Interim Director of Community Development SUBJECT: Communications Facility License Agreement with T-Mobile West, LLC DATE: June 9, 2026 RECOMMENDATION: 1) Adopt a Resolution authorizing the City Manager to execute a Communications Facility License Agreement (“Agreement”) with T-Mobile West, LLC (“T-Mobile”) 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; and 2) Find that adopting a Resolution authorizing the City Manager to execute a 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 environmen t. (State CEQA Guidelines, §§ 15060, subd. (b)(2)-(3), 15378.) IMPACT ON FINANCIAL AND PERSONNEL RESOURCES: T-Mobile will pay the City $3,100 per month, which will increase annually by an amount equal to three percent (3%) over the amount of the monthly fee in effect immediately prior to the rate increase. BACKGROUND: The City owns property located at 200 Hillcrest Drive and maintains Reservoir No. 2 at that location. T-Mobile , including its predecessor companies, has occupied portions of this property since 2001 to operate a wireless communications facility. The wireless communications facility was entitled by Planning Commission Resolution 02-1851 and has operated continuously since that time in accordance with the associated conditions of approval. One of the conditions of approval required the carrier to enter into a lease agreement with the City, which was executed on May 23, 2001. This lease agreement expired on its own terms on March 15, 2024. T-Mobile has continued to occupy the lease area on a month-to-month basis since its expiration, but the City and T-Mobile desire to execute this new long-term Agreement. Page 32 of 427 Item 9.d. City Council Communications Facility License Agreement with T-Mobile West, LLC June 9, 2026 Page 2 ANALYSIS OF ISSUES: The Agreement will allow T-Mobile to continue to use and occupy a 375-square foot portion of the property for the operation and maintenance of its wireless communications facility. The initial term of this Agreement is five (5) years and will automatically extend for up to three (3) five (5) year terms, provided that T-Mobile is not in default under the Agreement at the time of the applicable extension. Notwithstanding this, the Agreement may be terminated by either party by sending a written notice of its intention not to extend the Agreement to the other party at least six (6) months prior to the end of either the initial term or any renewal term, as applicable. In addition, the City may terminate and revoke this Agreement prior to its expiration if T-Mobile fails to perform or observe any of its terms or conditions and fails to timely cure any such breach. ALTERNATIVES: The following alternatives are provided for the Council’s consideration: 1. Staff’s recommendation; 2. Modify and adopt the Resolution; 3. Do not adopt the Resolution; or 4. Provide other direction to staff. ADVANTAGES: The recommended action will result in annual General Fund revenue of $37,200 for the first year of the term and would escalate annually by 3% of the revenue collected in the preceding year. DISADVANTAGES: The Agreement authorizes the continued use of City owned property which may require coordination with the licensee for general maintenance of the property and City facilities located there. ENVIRONMENTAL REVIEW: 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. PUBLIC NOTIFICATION AND COMMENTS: The Agenda was posted at City Hall and on the City’s website in accordance with Government Code Section 54954.2. ATTACHMENTS: 1. Resolution Exhibit A – Communications Facility License Agreement Page 33 of 427 ATTACHMENT 1 RESOLUTION NO. 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. Page 34 of 427 RESOLUTION NO. PAGE 2 On motion of Council Member , seconded by Council Member , and on the following roll call vote, to wit: AYES: NOES: ABSENT: the foregoing Resolution was passed and adopted this 9th day of June, 2026. Page 35 of 427 RESOLUTION NO. PAGE 3 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 Page 36 of 427 65501.00104\44191568.6 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: TMO Signatory Level:L04/L05 NLG-104693 EXHIBIT A Page 37 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 2 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 38 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 3 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 39 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 4 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 40 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 5 of 25 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. TMO Signatory Level:L04/L05 NLG-104693Page 41 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 6 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 42 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 7 of 25 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. TMO Signatory Level:L04/L05 NLG-104693Page 43 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 8 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 44 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 9 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 45 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 10 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 46 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 11 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 47 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 12 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 48 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 13 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 49 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 14 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 50 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 15 of 25 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.. TMO Signatory Level:L04/L05 NLG-104693Page 51 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 16 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 52 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 17 of 25 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. TMO Signatory Level:L04/L05 NLG-104693Page 53 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 18 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 54 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 19 of 25 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: TMO Signatory Level:L04/L05 NLG-104693Page 55 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 20 of 25 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 TMO Signatory Level:L04/L05 NLG-104693Page 56 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 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 TMO Signatory Level:L04/L05 NLG-104693Page 57 of 427 65501.00104\44191568.6 Page 22 of 25 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. TMO Signatory Level:L04/L05 NLG-104693Page 58 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 23 of 25 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: _____________________________ TMO Signatory Level:L04/L05 NLG-104693Page 59 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 24 of 25 Exhibit A Property- Legal Description [Attached] TMO Signatory Level:L04/L05 NLG-104693Page 60 of 427 TMO Signatory Level:L04/L05 NLG-104693Page 61 of 427 TMO Signatory Level:L04/L05 NLG-104693Page 62 of 427 65501.00104\44191568.6 Arroyo Grande Site Name: RESERVOIR 2 Licensee Site Name: Licensee Site No.: JN45XGO98E Page 25 of 25 Exhibit B Description and Depiction of Licensed Area and Communications Facility •[Attached] TMO Signatory Level:L04/L05 NLG-104693Page 63 of 427 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 TMO Signatory Level:L04/L05 NLG-104693 Page 64 of 427 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 TMO Signatory Level:L04/L05 NLG-104693 Page 65 of 427 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 TMO Signatory Level:L04/L05 NLG-104693 Page 66 of 427 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 TMO Signatory Level:L04/L05 NLG-104693 Page 67 of 427 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 TMO Signatory Level:L04/L05 NLG-104693 Page 68 of 427