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HomeMy WebLinkAbout2025-05-13 - AGENDA REPORTS - CELLULAR COMMUNICATIONS IMPROV EQUIPAgenda Item: 20 CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL: Li ` DATE: May 13, 2025 SUBJECT: LICENSE AGREEMENT WITH VERIZON WIRELESS FOR THE INSTALLATION AND OPERATION OF CELLULAR COMMUNICATIONS IMPROVEMENT EQUIPMENT ON CITY - OWNED PROPERTY DEPARTMENT: Neighborhood Services PRESENTER: Mariela Delgado RECOMMENDED ACTION City Council: Approve a License Agreement with Verizon Wireless for the installation of cellular communications equipment on City -owned property, Assessor's Parcel Number 2811-067- 906. 2. Increase revenue account 100-401204 by $5,000 for Fiscal Year 2024-25 with an ongoing increase of $30,000 beginning in Fiscal Year 2025-26, subject to a Consumer Price Index adjustment on the anniversary of the commencement of the License Agreement. 3. Authorize the City Manager or designee to execute all contracts and associated documents, subject to City Attorney approval. BACKGROUND In 2010, the City of Santa Clarita (City) acquired Assessor Parcel Number 2811-067-906, located next to the William S. Hart Baseball Complex. The property (as shown in the Site Map) is currently developed with an existing electrical tower infrastructure owned and operated by Southern California Edison (Edison). Verizon Wireless has obtained approval from Edison to install and operate an unmanned wireless communications facility (WCF) on one of the towers. In 2021, Verizon Wireless submitted an application to the City for a Conditional Use Permit (CUP) to install and operate an unmanned WCF on City -owned property. The CUP was Page 1 Packet Pg. 409 approved, allowing Verizon Wireless to install and operate the facility. The proposed WCF is subject to all applicable City building permits and regulatory requirements. Under the terms of the proposed License Agreement, the City will receive a one-time License Fee of $2,500 and ongoing monthly revenue of $2,500. The License Agreement includes a five- year initial term, with four optional five-year terms. The monthly payment amount is subject to annual increase of three percent based on the Consumer Price Index (CPI). ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT The increase in estimated revenues as a result of this action is one-time revenue of $2,500, plus $2,500 of ongoing monthly revenue, which will be generated once the agreement is fully executed. Per the agreement, the monthly payment amount is subject to an annual increase of three percent based on the Consumer Price Index (CPI). ATTACHMENTS Site Map License Agreement (available in the City Clerk's Reading File) Page 2 Packet Pg. 410 Verizon Wireless License Agreement Site Map 20.a 4/28/2025, 1:05:29 PM 1:4,514 Proposed Cellular Improvement 0 0.04 0.09 0.18 mi APN 2811-067-906 — Primary 0 0.07 0.15 0.3 krr Bureau of Land Management, Esri, HERE, Garmin, INCREMENT P, NGA, USGS Minor Packet Pg. 411 Data layers that appear on this map mayor may not be accurate, current, or otherwise reliable. The City of Santa Clarita does not warrant the accuracy of the data and assumes no liability for any LICENSE AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND LOS ANGELES SMSA LIMITED PARTNERSHIP THIS LICENSE AGREEMENT ("Agreement") is made and executed this day of 20, ("Execution Date") between the CITY OF SANTA CLARITA, a municipal corporation and general law city ("Licensor"), and Los Angeles SMSA Limited Partnership, a California limited partnership d/b/a Verizon Wireless with its principal offices at One Verizon Way, Mail Stop 4AW 100, Basking Ridge, New Jersey 07920 ("Carrier"). Licensor and Carrier are at times collectively referred to hereinafter as the "Parties" or individually as the "Party." RECITALS. This Agreement is made with reference to the following facts and objectives: A. Licensor is the owner of that certain property located in the County of Los Angeles, State of California, bearing Assessor's Parcel No. 2811-067-906 (the "Property"), on which are located existing Electric Transmission Towers under the ownership of Southern California Edison ("SCE"). The Property is depicted in Exhibit "A" attached hereto and made a part hereof. B. Carrier is a provider of communication services, which require the transmission and reception of wireless communication signals on various frequencies. C. In furtherance of the provision of communication services, Carrier desires to install the communication equipment, including base station communications equipment, utilities and ancillary items ("Carrier's Equipment") within a concrete masonry enclosure substantially as described and depicted in Exhibit "B," attached hereto and made a part hereof. D. Licensor is willing to permit Carrier to install, operate and maintain Carrier's Equipment as shown in Exhibit "B," subject to the terms and conditions set forth in this Agreement and the additional terms and conditions set forth in a permit issued by Licensor's Community Development Department, Planning Division ("Permit"). The installation, operating and maintenance of Carrier's Equipment is also subject to the approval, if required, of SCE, which approval Carrier is solely responsible for obtaining. The effectiveness of this Agreement is contingent upon approval of the Santa Clarita City Planning Commission, City Council, and City Attorney. NOW THEREFORE, in consideration of the above -referenced facts, the covenants of the Parties contained in this Agreement and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. LICENSE. Licensor hereby grants to Carrier a license to enter upon the Property and to use portions of ground space at the Property consisting of an approximately 400 square feet (20' x 20') area in close proximity to the Antenna Space, as defined herein, for placement of Carrier's Equipment within a concrete masonry enclosure ("Equipment Space") for the installation, maintenance, use and repair of transmitting equipment, base stations, power equipment, and associated equipment ("Related Equipment") all as specifically described and designated in 1 Exhibit B for the purpose of providing telecommunications services (the "Purpose"), and for no other purpose whatever ( "License "). Specifics as to the Related Equipment and Equipment Space shall be attached hereto as Exhibit B. The Carrier Equipment and Related Equipment are together referred to as the "Facilities". The Equipment Space and utility areas as specifically designated and approved by Licensor are together referred to as the "Premises". The Premises is adjacent to a structure owned by Southern California Edison ("SCE") and referred to "Tower M-1-T-4" ("Tower"). Licensee shall enter into a separate agreement with SCE for use of tower space and remote space designated by SCE ("Antenna Space") for the installation, maintenance, use and repair of antennae, poles, dishes, masts -and accessories ("Antenna")and for ancillary equipment such as radio units and cables. Licensee intends to use Facilities in order to broadcast and facilitate the Purpose on the adjacent SCE Tower. A. In addition to, and without limiting, the other terms and conditions set forth in this Agreement, the License is subject to the following: (i) The License is a private right to provide telecommunications services and is not intended for public use. (ii) In its utilization of the License, Carrier shall comply with all rules, orders, summons, decrees, regulations, statutes, and ordinances of any governmental or administrative body or agency having jurisdiction over Carrier and Carrier's Facilities and any governmental or administrative body or agency having jurisdiction over the Property, as well as the reasonable rules and regulations of Licensor now and hereafter in effect. (iii) Any and all taxes, including but not limited to personal property and real property taxes, as well as any and all fees for permits and/or licenses required by any governmental or administrative agency with respect to the use of the Premises and the License as herein described, shall be the obligation of, and paid by, Carrier. Except for real property taxes assessed against the Premises, Carrier shall not be responsible for any real property taxes assessed on the Property. (iv) The Carrier is solely responsible for obtaining (and maintaining in full force and effect throughout the Term of this Agreement) any and all permits and/or licenses required by any governmental or administrative agency for the construction and operation of the Facilities. The Licensor will reasonably cooperate with Carrier, at Carrier's expense, in obtaining such permits and/or licenses. (v) The Facilities and the Premises are for use solely in connection with the Purpose described above. Carrier may increase or otherwise expand the Facilities with Licensor's prior consent, which consent shall not be unreasonably withheld, but which consent may be conditioned on an appropriate increase in the License Fee as reasonably agreed upon by Licensor and Carrier and other reasonable terms and conditions. In the event Carrier, without such prior consent of Licensor, increases or otherwise expands the Facilities, Licensor may, in addition to all other rights and remedies available to Licensor, immediately terminate this W Agreement and the License. Notwithstanding the foregoing, Licensee may add, repair or replace equipment within the Equipment Space upon notice to, but not conditioned on consent of the Licensor, except if required by Section 5A. (vi) If Carrier utilizes all or any part of the Property or the Premises for any purpose or activity which is not expressly authorized by this Agreement, or previously approved by Licensor, then at Licensor's option, and in addition to all other rights and remedies available to Licensor, this License and all Carrier's rights hereunder shall immediately terminate. (vii) This License is consensual and subject to the limitations set forth herein. At no time may Carrier or any party claiming under or through it claim any interest in the Premises or the Property adverse to the interest of Licensor. Any attempt to do so is void and, in such event, Licensor may elect to immediately terminate this Agreement and the License. (viii) This License is not exclusive. Licensor hereby reserves the right to grant to and/or renew licenses with others. However, Licensor will not allow new licenses to be granted that will interfere with the Facilities and/or the Purpose. (ix) Neither this Agreement nor the License grants any property interest or ownership rights in the Property or the Premises to Carrier. 2. TERM. The initial term of this Agreement ("Initial Term") shall be five (5) years commencing on the date on which Carrier commences construction of Carrier's Equipment on the Premises (the "Commencement Date"), and Carrier agrees that it will provide Licensor with not less than ten (10) days' prior written notice of the Commencement Date. In no event shall Carrier commence construction on the Premises until the earlier of: (i) the date upon which a building permit is issued by Licensor's Building Department; and (ii) the date on which the Permit is issued by Licensor's Community Development Department, Planning Division; provided, that if the Commencement Date has not occurred within twelve (12) months, unless otherwise extended in writing by the Parties, following the earlier of (i) and (ii), Licensor may thereafter terminate this Agreement by serving written notice of termination on Carrier at any time prior to the Commencement Date . Carrier shall have the right to extend the Initial Term of this Agreement for four (4) additional five (5) year terms (each, a "Renewal Term" and together with the Initial Term, the "Term"), on the same terms and conditions contained herein, provided that the License Fee payable hereunder will be adjusted during each Renewal Term as provided in Section 4, below. This Agreement shall automatically be extended for each successive Renewal Term unless Carrier notifies Licensor in writing of Carrier's intention not to extend this Agreement at least sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term. Notwithstanding the foregoing to the contrary, if on the date a Renewal Term would commence, Carrier is in breach of this Agreement beyond the cure period provided for in Section 16D, then such Renewal Term will not commence and this Agreement will, if not earlier terminated, thereupon terminate. This Agreement shall not be revocable and may not be terminated except as otherwise expressly provided in this Agreement. K 3. CONDITIONS PRECEDENT. The effectiveness of this Agreement and each Party's rights and obligations hereunder are subject to and expressly conditioned upon Carrier having and maintaining throughout the Term and each Renewal Term any and all necessary certificates, permits, approvals, licenses, reviews or inspections (collectively, the "Development Approvals"), required by or from any local, state or federal agency, municipality, department, commission, bureau or instrumentality of any of the foregoing having jurisdiction over the Property (each, a "Government Agency"), in connection with the construction and operation of Carrier's Equipment on the Property. Carrier will utilize its best efforts to obtain and maintain all such Development Approvals throughout the Term. Licensor, at Carrier's expense, shall cooperate with Carrier as reasonably necessary to assist Carrier in obtaining such Development Approvals, provided, that in no event, will Licensor have any liability whatever if Carrier is unable to obtain and such Development Approvals. 4. LICENSE FEE. A. Licensor and Carrier agree that, upon the Commencement Date, and on or before the first day of every calendar month thereafter during the Initial Term and each Renewal Term (each, a "Payment Date"), Carrier shall pay Licensor a monthly license fee in the amount of Two Thousand Dollars ($2,500.00) (the "License Fee"), adjusted in accordance with Sections 4C and 4D below. Upon agreement of the Parties, Carrier may pay License Fee payments by electronic funds transfer and in such event, Licensor agrees to provide to Carrier bank routing information for such purpose upon request of Carrier. The License Fee for any partial calendar month during the Term is to be prorated on a daily basis. B. Carrier shall pay to Licensor an administration fee of Two Thousand and 00/100 Dollars ($2,500.00) within forty-five (45) days after this Agreement is fully executed and concurrently at any other time that Carrier requests changes to this Agreement, whether or not such changes are made. C. The License Fee shall be subject to increase on the first anniversary of the Commencement Date and on each anniversary of the Commencement Date thereafter during the Initial Term and any Renewal Terms (each an "Adjustment Date"). The adjusted License Fee shall be equal to the License Fee in effect immediately preceding the applicable Adjustment Date plus and amount equal to three percent (3%) of the License Fee in effect immediately preceding the applicable Adjustment Date, rounded to the nearest whole dollar. Thus, by way of example, the License Fee on the first Adjustment Date will be $2,575 ($2,500 + $75), the License Fee on the second Adjustment Date will be $2,652.25 ($2,575+ $77.25). D. Licensor hereby agrees to provide to Carrier certain documentation (the "Rental Documentation") evidencing Licensor's interest in, and right to receive payments under, this Agreement, including without limitation: (i) documentation, acceptable to Carrier in Carrier's reasonable discretion, evidencing Licensor's good and sufficient title to and/or interest in the Property and right to receive License Fee payments and other benefits hereunder; and (ii) if applicable, a complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form acceptable to Carrier, for any party to whom II License Fee payments are to be made pursuant to this Agreement. From time to time during the Term of this Agreement and within thirty (30) days of a written request from Carrier (but not more often than once in each calendar year), Licensor agrees to provide updated Rental Documentation in a form reasonably acceptable to Carrier. The Rental Documentation shall be provided to Carrier in accordance with the provisions of and at the address given in Section 32 below. Delivery of Rental Documentation to Carrier shall be a prerequisite for the payment of any License Fees by Carrier and notwithstanding anything to the contrary herein, Carrier shall have no obligation to make any License Fee payments until Rental Documentation has been supplied to Carrier as provided herein. Within fifteen (15) days of obtaining an interest in the Property or this Agreement, any assignee(s), transferee(s) or other successor(s) in interest of Licensor shall provide to Carrier Rental Documentation in the manner set forth in the preceding paragraph. From time to time during the Term of this Agreement and within thirty (30) days of a written request from Carrier (but not more often than once in each calendar year), any assignee(s) or transferee(s) of Licensor agrees to provide updated Rental Documentation in a form reasonably acceptable to Carrier. Delivery of Rental Documentation to Carrier by any assignee(s), transferee(s) or other successor(s) in interest of Licensor shall be a prerequisite for the payment of any License Fees by Carrier to such party and notwithstanding anything to the contrary herein, Carrier shall have no obligation to make any License Fee payments to any assignee(s), transferee(s) or other successor(s) in interest of Licensor until Rental Documentation has been supplied to Carrier as provided herein. 5. IMPROVEMENTS. A. During the Initial Term or any Renewal Term, Carrier shall have the right, at no cost to Licensor, to construct, maintain and operate on the Premises Carrier's Equipment as described or substantially similar to Carrier's Equipment described in Exhibit `B." Carrier shall be responsible for maintaining Carrier's Equipment in a good and safe condition and in compliance with all Development Approvals and all applicable governmental laws, ordinances, rules and regulations. After initial installation, Carrier shall not materially alter or change the outward appearance of Carrier's Equipment when viewed from the ground without the prior approval of Licensor. Licensor may prohibit such exterior changes if the changes would materially degrade the appearance of the Premises, the Property or the surrounding landscaping. Except for aesthetic considerations, Licensor's approval shall not be unreasonably withheld, conditioned, or delayed. Licensor shall have no obligation or responsibility for any construction or maintenance work undertaken by or on behalf of Carrier, and shall have the right, at all times to post and maintain a Notice of Non -Responsibility in connection with any work undertaken by Carrier. Notwithstanding the foregoing, Licensee may add, repair or replace) equipment within the Equipment Space upon notice to, but not conditioned on consent of the Licensor, so long as the same do not materially alter or change the outward appearance of Carrier's Equipment when viewed from the ground. 61 B. All of Carrier's construction, installation, maintenance, repair and replacement work during the Term shall be accomplished in a good and workmanlike manner, in compliance with all applicable governmental laws, ordinances, rules and regulations, shall be performed at Carrier's sole cost and expense, and shall be performed in a manner and at times reasonably calculated to cause minimal interference with Licensor's use of the Property and the use of the Property by Licensor's other licensees, permittees, guests and invitees. Carrier shall have the right to install electric utilities ("Electric Facilities") at Carrier's expense and to improve the present utilities on or near the Property (including, but not limited to the installation of an emergency back-up power source) subject to Licensor's approval, including, without limitation, approval of the nature and location thereof, which approval shall not be unreasonably withheld, conditioned or delayed. The Licensor agrees that Carrier may install and operate utilities in the locations designated in Exhibit "B". Title to Carrier's Equipment shall be held by Carrier. C. Within sixty (60) days following the cancellation, expiration or earlier termination of this Agreement, Carrier shall remove, at no cost to Licensor, all of Carrier's Equipment placed on the Property and the Electric Facilities and, if applicable, demolish and remove all foundations to one (1) foot below grade level, and fill all excavations, compact and return the surface to grade, and leave the Premises in a neat and safe condition, free from any debris or hazards (reasonable wear and tear and damages due to causes beyond the control or without the fault or neglect of Carrier, its agents, employees, contractors and servants excepted). D. Prior to submitting application for land use approval (including any required submission of fees), Carrier shall first obtain Licensor's prior written approval of Carrier's plans for Carrier's Equipment ("Plans"). Upon Licensor's written approval of the Plans, Carrier shall be entitled to process its application with Licensor for land use permit or, if applicable, Conditional Use Permit ("CUP") and, if successful, for subsequent construction of Carrier's Equipment on the Premises, as contemplated by Carrier, in accordance with the Plans and as approved by any separate CUP process. In no event shall Licensor's written approval of the Plans be construed as approval of Carrier's CUP. Any additions, alterations or changes to Carrier's Equipment may be subject to approvals and additional fees pursuant to applicable law. Notwithstanding the foregoing, Carrier shall be permitted, without Licensor's prior consent except is required under Section 5A, to make equipment repairs and equipment replacements with equipment that is of a "like kind" or substantially similar in nature. E. Within thirty (30) days after completion of construction, Carrier shall provide the Licensor with "as built" drawings of Carrier's Equipment and any other approved improvements installed on the Property, which show the actual location of all Carrier's Equipment and improvements. F. Carrier shall fully and timely pay for all utilities furnished to the Premises for its use throughout the Term, and all other costs and expenses incurred by Carrier in connection with Carrier's use, operation and maintenance of the Facilities, Premises and Property. G. If Carrier's Equipment is vandalized or marked with graffiti or other inscription, Cel Carrier, at its sole expense, shall repair the damaged property and remove the graffiti or other inscription within ten (10) business days after receipt of written request by Licensor to do so with notice also delivered via a call to Carrier's Network Operations Center ("NOU) number, 800.264.6620. Licensor has no responsibility for the protection of Carrier's property from acts of vandalism, theft or damage by third parties. If Carrier does not respond and repair vandalism or remove graffiti within such forty-eight (48) hours with respect to two (2) or more incidents within a calendar year, then Licensor may thereafter do so and Carrier shall reimburse Licensor for its expenses in connection therewith, plus ten percent (10%) for Licensor's administrative overhead, within thirty (30) days after Carrier's receipt of Licensor's invoice and reasonable supporting documentation. 6. ACCESS. A. Carrier shall have the right, but not the obligation, to enter the Property prior to the Commencement Date, for the purpose of making engineering surveys, inspections and tests, to determine the suitability of the Premises for Carrier's Equipment. During any such pre -construction evaluation and any subsequent entry onto the Property during the Initial Term or any Renewal Term of this Agreement, Carrier shall: (i) have the insurance as set forth in Section 27 below; (ii) notify Licensor via telephone notice to 661-286- 4177 least twenty-four (24) hours prior to any proposed entry or construction work; and (iii) coordinate the scheduling of same with other occupants of the Property of which Carrier is provided prior notice or of which Carrier is aware. If Carrier determines that the Premises is unsuitable for Carrier's contemplated use, then Carrier will notify Licensor in writing and this Agreement shall terminate in accordance with Section 16.E below. B. Following the Commencement Date, Carrier and its employees, agents and subcontractors shall have access to the Property and the Premises between the hours of 7:00 a.m. and 7:00 p.m., seven (7) days a week, at no additional charge (subject to temporary closures by Licensor which may be necessary for a legitimate public or governmental purpose). Carrier may access the Property and the Premises at any time in emergency circumstances; provided however, Licensor does not warrant or guarantee any rights to Carrier to connect or cross over adjoining properties which shall be the obligation of Carrier to obtain. 7. INTERFERENCE. A. Carrier shall operate Carrier's Equipment in a manner that will not cause signal interference to communication equipment operated by Licensor and other previously authorized users of the Property, as such equipment is configured at the time Carrier's Equipment is installed. In the event such signal interference should occur, all costs to remedy the interference shall be borne by Carrier. Any communication system operations, operating in the same manner as of the time of installation of Carrier's Equipment and in compliance with applicable laws shall not be deemed interference to Carrier. All operations by Carrier shall be in compliance with all applicable federal, state and local non-interference regulations including, but not limited to, those of the FCC. VA B. Subsequent to the installation of the Carrier's Equipment, Licensor shall not permit any new use of the Property in a manner that interferes with the communications operations of Carrier as permitted by this Agreement. Typical residential uses shall not be considered interfering uses under this Section 7, provided that such uses are in compliance with all applicable laws and are consistent with the ordinary and intended purpose of the device or appliance. C. The Parties acknowledge that any continuing interference to Carrier's communication system operations in violation of this Agreement will cause injury to Carrier, and therefore, as its sole and exclusive remedy, Carrier shall have the right to bring action to enjoin such interference and/or terminate this Agreement immediately upon notice to Licensor. 8. TAXES. This Agreement may create a taxable property interest in the Premises. Without limiting Carrier's obligations under Section lA(iii), Carrier shall be responsible for any personal property taxes, possessory interest taxes and assessments attributable to the Premises, Carrier's Equipment, or the Facilities, levied by any legal authority as a result of this Agreement. 9. NO WARRANTIES. Carrier acknowledges and agrees that it has, or prior to the Commencement Date, will have had the opportunity to fully inspect the Premises for the purposes of determining its suitability for Carrier's intended use, and Carrier further acknowledges and agrees that neither Licensor nor any of its officials, officers, agents or employees has made any representation, warranty or guarantee regarding the suitability of the Property or the Premises for Carrier's intended use. On the Commencement Date, Carrier will be deemed to have accepted the Premises in there "AS -IS, WHERE -IS" condition. 10. UTILITIES. A. Carrier is responsible directly to the serving entities for all utilities required for its use of the Premises. "Utilities" means electricity, gas, telephone services, trash, water, sewage, and cable television. B. Carrier agrees to order, obtain, and pay for all Utilities and service and installation charges in connection with the development and operation of the Facilities and Premises as permitted by this Agreement. 11. TRASH AND GARBAGE. Carrier will provide and pay all costs for the complete and proper storage, disposal and timely removal of all refuse resulting from its operations on or about the Premises. Carrier is responsible for the proper disposal of its refuse in such a manner as not to contaminate or restrict sewer lines. 12. MAINTENANCE QUALITY. Licensor or its designees may, at any reasonable time, enter the Premises to determine if the Premises is being maintained as required hereunder. If Carrier is not maintaining the Premises as required, Licensor will provide written notice to Carrier which includes the specific nature of the complaint. Should Carrier fail to perform any such maintenance within thirty (30) days after Carrier's receipt of Licensor's notice, Licensor may, but is not obligated to, enter upon the Premises and perform such maintenance. Carrier will reimburse Licensor for the reasonable cost of such maintenance, plus ten percent (10%) for Licensor's E:j administrative overhead within thirty (30) days after Carrier's receipt of Licensor's invoice and reasonable supporting documentation. (The terms and provisions of Section 5.G and not this Section 12 govern the repair of vandalism and the removal of graffiti.) 13. HAZARDOUS WASTE. Carrier and Licensor each represent and agree that it will not use, generate, store, or dispose of any hazardous material on, under, about or within the Premises in violation of any law or regulation. Licensor and Carrier each agree to defend and indemnify the other and the other's officials, officers, partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) arising from any breach of any representation or agreement contained in this section. As used in this section, "hazardous material" means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state, or local law or regulation (including, without limitation, petroleum and asbestos). Carrier shall immediately notify Licensor in writing upon becoming aware of any release of hazardous materials onto or from the Property, the violation of any environmental law by Carrier, its agents, employees or contractors, or any actions brought by third parties against the Carrier alleging environmental damage with respect to the Property. Carrier shall post a sign consistent with applicable laws or regulations for wireless communication facilities, permanently affixed to Carrier's Equipment, which identifies the responsible party to notify in case of emergency or maintenance. 14. [Reserved] [THIS IS NOT A LEASE] 15. LICENSOR'S LIMITED WARRANTY. Licensor warrants that it is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement and perform its terms and conditions and has the legal right, power and authority to grant all of the rights granted herein. 16. TERMINATION. This Agreement may be terminated as follows A. By Carrier upon written notice to Licensor in writing of Carrier's intention not to extend this Agreement, such notice to be given at least sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term as provided in Section 2 above; B. Upon mutual written agreement between the Parties; C. Upon the Property being condemned; D. Should Carrier fail to pay the License Fee or any other amount payable by Carrier under this Agreement as and when due and such failure continues for a period of ten (10) days following service of written notice of such failure by Licensor to Carrier; E. Should Carrier breach this Agreement (other than as provided in Section 16D) and, without limiting Licensor's cure rights under Section 12 above, fail to cure such breach within thirty (30) days of being notified by Licensor regarding such breach to Licensor's reasonable satisfaction; provided however, Carrier shall have such extended period as L•� may be reasonably required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and Carrier commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion; or E. By Carrier on written notice to Licensor in the event that (i) any applications for Development Approvals should be finally rejected; (ii) any Development Approval issued to Carrier is canceled, expires, lapses, or is otherwise withdrawn or terminated by a Government Agency, (iii) Carrier determines that any Development Approvals may not be obtained in a timely manner; or (iv) Carrier determines, reasonably and in good faith, that the Premises are no longer technically compatible for its use and supplies Licensor with written evidence of such technical incompatibility. Any notice of termination given by Carrier pursuant to this Section 16E much specify a termination date which is no sooner than thirty (30) days following the date of the notice. Further, if Carrier terminates this Agreement pursuant to clause (iii) or (iv) of this Section 16E, Carrier must pay to Licensor, concurrently with its notice of termination a termination fee equal to twelve (12) times the then License Fee.. 17. CONDITION OF PREMISES UPON TERMINATION. Upon termination of this Agreement for any reason, Carrier will vacate the Premises and deliver it to Licensor as provided in Section 5.0 above. 18. SALE OR TRANSFER BY LICENSOR. Should Licensor, at any time during the Term of this Agreement, sell, lease, transfer, or otherwise convey all or any part of the Property, which part includes the Premises, to any transferee other than Carrier, then such transfer will be under and subject to this Agreement and all of Carrier's rights hereunder. 19. CONDEMNATION/CASUALTY. A. If all or any part of the Premises is acquired by eminent domain or purchase in lieu thereof, or if all or part of the Property (exclusive of the Premises) is acquired by eminent domain or purchase in lieu thereof such that Carrier's access to the Premises is eliminated, Carrier acknowledges that it will have no claim to any compensation awarded for the taking of the Premises or the Property or any portion of either thereof or for loss of or damage to Carrier's improvements. In the event of any such taking, this Agreement shall terminate as of the date the condemning authority takes title or possession, whichever occurs first. B. In the event of damage by fire or other casualty to the Premises, or any part thereof, that cannot reasonably be expected to be repaired within forty-five (45) days following the date of such fire or other casualty or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to materially disrupt Carrier's operations at the Premises for more than forty-five (45) days following the date of such fire or other casualty, and provided that Carrier is not the cause of such damage or other casualty, then Carrier may, by written notice to Licensor served within fifteen (15) days following the date of such fire or other casualty, terminate this Agreement. Any such notice of termination shall cause this Agreement to expire with the same force and effect WE as though the date of such termination were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement, and Carrier shall return the Premises to Licensor in the condition required by Section 17. If Carrier fails to give such notice of termination as provided in this section, then Carrier shall promptly proceed to restore the damaged portions of the Premises to their condition existing prior to the date of the fire or other casualty. 20. NO PUBLIC PROJECT. All rights given to Carrier pursuant to this Agreement are for Carrier's use of the public property identified herein. Any trespass, use, or other utilization of private property by Carrier is done at its own risk; Carrier is not an agent of Licensor and this Agreement is not intended, nor should it be construed, to constitute a public project. 21. FORCE MAJEURE. Except to the extent that performance involves the payment or expenditure of money, should a Party's performance of any term or provision of this Agreement be prevented due to fire, flood, explosion, epidemic, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond that Party's reasonable control, then such performance will be excused for the period of such prevention. 22. NO FIXTURES. Improvements and facilities that may be constructed within the Premises during the Term of this Agreement, will not constitute fixtures attached to the Premises. Any such facilities shall be removed by Carrier upon termination of this Agreement as provided herein. 23. ALTERATIONS, MECHANICS' LIENS. Except as provided by this Agreement, Carrier will not make, or cause to be made, any alterations to the Premises, or any part thereof, without Licensor's prior written consent. Carrier will keep the Premises and Property free from any liens arising out of any work performed, material furnished, or obligations incurred by Carrier with respect to the Premises or the Property. If any lien or notice of lien on account of an alleged debt of Carrier or any notice of lien by a party engaged by Carrier or Carrier's contractors or materialmen to work on the Premises shall be filed against the Premises or the Property or any part thereof, Carrier, within thirty (30) days after notice of the filing thereof, will cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Carrier fails to cause such lien or notice of lien to be discharged and released of record within the foregoing thirty (30) day period, then, in addition to any other right or remedy available to it, Licensor may discharge the same either by paying the amounts claimed to be due or by procuring the discharge of such lien by deposit or by bonding procedures. Any amount so paid by Licensor and all costs and expenses, including reasonable attorneys' fees and court costs, incurred by Licensor in connection therewith, including interest at the rate of ten percent (10%) per annum, shall constitute shall be paid by Carrier to Licensor on demand. 24. ASSIGNMENT AND SUBLETTING. This Agreement may not be assigned, transferred, or sublet by Carrier, court order, or through any other means. Any such purported transfer will be null and void. Notwithstanding the foregoing, this Agreement may be sold, assigned or transferred by Carrier without any approval or consent of Licensor to Carrier's principal, affiliates, subsidiaries of its principal, or to any entity which acquires all or substantially all of Carrier's assets in the market defined by the FCC in which the Property is located by reason of a merger, acquisition or other business reorganization; provided, that in each of the foregoing cases, the 11 purchaser, assignee or transferee assumes in writing for the express benefit of Licensor all of the obligations of Carrier under this Agreement. No change of stock ownership, partnership interest or control of Carrier or transfer upon partnership or corporate dissolution of Carrier shall constitute an assignment hereunder. 25. HOLDOVER. If Carrier holds possession of the Premises after the termination or expiration of the Initial Term or any Renewal Term with Licensor's written consent, Carrier's possession will continue on a month -to -month basis at one hundred fifty percent (150%) of the License Fee applicable during the month immediately preceding such expiration or earlier termination. Such occupancy will be subject to all of the terms and conditions of this Agreement. However, if Carrier holds possession of the Premises after the expiration of the Initial Term or any Renewal Term without Licensor's written consent, such holding over of possession will be at sufferance, Carrier will be liable for an amount equal to two hundred percent (200%) of the License Fee applicable during the month immediately preceding such expiration or termination (prorated on a daily basis for so long as Carrier remains in possession), and Licensor shall be entitled to all other rights and remedies available to it at law or in equity, all of which are cumulative. 26. INDEMNIFICATION. A. Carrier shall indemnify and hold Licensor harmless from and against any and all claims, actions, causes of action, damages, costs (including, without limitation, reasonable attorneys' fees and costs), injuries, penalties, obligations or liabilities (collectively, "Claims"), to the extent arising out of the negligence or willful misconduct of Carrier, its agents, employees, servants, or contractors or arising out of the activities of Carrier, its agents, employees, servants or contractors on or about the Property or arising out of Carrier's breach or default in the performance of any term or provision of this Agreement, except to the extent any such Claim arises from the gross negligence or willful misconduct of Licensor and Licensor's employees, agents and contractors. Should Licensor be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of the foregoing, Carrier will defend Licensor (at Licensor's request and with counsel reasonably satisfactory to Licensor) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this Section "Licensor" includes the City of Santa Clarita, its officers, officials, employees, agents, representatives, and volunteers. C. Carrier expressly agrees that this hold harmless and indemnification provision is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. It is expressly understood and agreed that the provisions of this Section 26 will survive expiration or termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by Carrier as required by Section 27 below, and any approval of such insurance by Licensor, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Licensor pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 27. INSURANCE. Carrier must procure and maintain insurance of the type, for the period, with the coverages and limits, and in accordance with the terms, conditions, and requirements that follow: A. Carrier will provide: (i) Commercial General Liability with limits of $2,000,000 per occurrence for bodily injury and property damage and $2,000,000 general aggregate; and (ii) Commercial s Automobile Liability insurance in an amount of $2,000,000 combined single limit each accident for bodily injury and property damage covering all owned, non -owned and hired vehicles. All coverage shall be provided on ISO Forms or their substantial equivalents, in the most current State of California approved forms, in connection with Carrier's performance. B. Telecommunications, Media and Technology Errors and Omissions coverage in the amount of $2,000,000 per claim and aggregate. When coverage is provided on a "claims made basis," Carrier will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the Term of this Agreement where economically feasible, and will cover Carrier for all claims arising out the negligent acts, and/ or omissions of Carrier, or its officers, employees in the performance of professional services under this Agreement. C. Commercial General Liability and Business Automobile Liability policies required in this Agreement will be endorsed to include Licensor, its officials, volunteers, and employees as "additional insureds" as their interests may appear under this Agreement under said insurance coverage, to state that such insurance will be deemed "primary" as relates to Carrier's operations such that any other insurance that may be carried by Licensor will be excess thereto in this respect. D. Upon receipt of notice from its insurer(s) Carrier will provide Licensor with thirty (30) days prior written notice to Licensor of cancellation of any required coverage. As often as any policy of insurance required hereunder shall expire or terminate, renewal or additional policies shall be procured and maintained by Carrier in like manner and to like extent. All liability and property damage policies shall contain a provision that Licensor, shall be named as an additional insured as its interests may appear. E. Carrier will furnish to Licensor a certificate of insurance via an ACORD or equivalent form, duly evidencing maintenance of the insurance required under this Agreement and which must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A-: VII." 28. SAFETY AND ENVIRONMENTAL PROTECTION. Carrier shall operate and maintain Carrier's Equipment and the Premises and shall cause Carrier's employees, agents, servants and contractors (collectively, "Carrier's Related Parties") to operate and maintain Carrier's 191 Equipment and the Premises so as to avoid injury or damage to any person or property due to the acts or omissions of Carrier and Carrier's Related Parties. In carrying out its work, Carrier and Carrier's Related Parties shall at all times, exercise all reasonably necessary precautions for the safety and environmental protection of the Property and the Premises, and be in compliance with all applicable federal, state and local statutory and regulatory requirements including those of the State of California, Division of Industrial Relations (Cal/OSHA), Cal/EPA, US/EPA and the U.S. Department of Transportation. 29. COMPLIANCE WITH LAW. Without limiting Carrier's obligations elsewhere in this Agreement, Carrier will, at its sole cost and expense, comply with all of the requirements of all applicable federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Premises and will faithfully observe in the use of the Premises all applicable laws. The judgment of any court of competent jurisdiction that Carrier has violated any such ordinance or statute in the use of the Premises will be conclusive of that fact as between Licensor and Carrier. 30. WAIVER OF BREACH. No term, provision or breach of this Agreement may be waived orally or by a course of conduct, but only in a writing signed by the party to be charged. Any such waiver will not constitute a waiver of any further breach of the same or other term or provision of this Agreement. 31. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or a substantial portion of the assets of Carrier, or a general assignment by Carrier for the benefit of creditors, or any action taken or offered by Carrier under any insolvency or bankruptcy action, will constitute a breach of this Agreement by Carrier, and in such event this Agreement will automatically cease and terminate. 32. NOTICES. Except as otherwise expressly required by law, all notices, requests, demands and other communications required or permitted to be given under the terms of this Agreement by one Party to the other must be in writing addressed to the recipient Party's Notice Address set forth below and will be deemed to have been duly given or made (a) if delivered personally (including by commercial courier or delivery service) to the Party's Notice Address, then as of the date delivered (or if delivery is refused, on presentation), or (b) if mailed by certified mail to the Party's Notice Address, postage prepaid and return receipt requested, then at the time received at the Parry's Notice Address as evidenced by the return receipt, or (c) if mailed by first class mail to the Party's Notice address, postage prepaid, then on the seventh (7th) day following deposit in the United States Mail. Any Party may change its Notice Address by a notice given in the foregoing form and manner. The Notice Addresses of the Parties are: Licensor: City of Santa Clarita 23920 Valencia Blvd. Valencia, CA 91355 Attn: Kenneth W. Striplin Carrier: Los Angeles SMSA Limited Partnership, a California limited partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate f[! With a copy to: Basking Ridge Mail Hub Attn: Legal Intake One Verizon Way Basking Ridge, NJ 07920 33. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the internal laws of the State of California without regard to principles of conflict of law, and exclusive venue for any action involving this Agreement will be in Los Angeles County, California. 34. PARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding. 35. INTEGRATION. This instrument and its attachments constitute the sole agreement between Licensor and Carrier respecting the subject matter hereof, and correctly set forth the obligations of Licensor and Carrier. Any agreements or representations respecting the subject matter hereof not expressly set forth in this Agreement are void. There are two (2) attachments to this Agreement. 36. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either Party by virtue of such Party having drafted such language. A. Carrier shall give all notices required by law and comply with all laws, ordinances, rules, and regulations pertaining to the conduct of its activities on the Premises. Carrier shall be liable for all violations of the law arising in connection with its activities under this Agreement. B. The Recitals to this Agreement and all Exhibits attached hereto are material parts of this Agreement. 37. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment executed by the duly authorized officers or representatives of the Parties. Licensor's City Manager, or designee, may execute any such amendment on behalf of Licensor. 37. COUNTERPARTS;ELECTRONIC SIGNATURES. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. This Agreement may be executed by facsimile or other electronically transmitted signatures which shall be binding on the parties hereto. Nonetheless, without limiting the binding nature of facsimile or other electronically transmitted signatures, original signatures are to be delivered as soon as reasonably practical thereafter. I& 38. ATTORNEYS' FEES. In the event that either party hereto defaults hereunder and/or a legal action is commenced to enforce the terms hereof, the prevailing party in such action shall be entitled to recover from the other party its legal costs, including reasonable attorneys' fees and costs and post judgment collection costs, incurred therein. 39. CONSENTS AND APPROVALS. The obligation of Carrier to obtain Licensor's consent or approval with respect to any matter as provided in this Agreement will in no way supersede or eliminate the obligation, if any, of Carrier to also obtain the consent or approval of SCE with respect to such matter. The obligation on Carrier's part to obtain the approval of SCE, if any, is an express condition precedent to the effectiveness of any consent or approval given by Licensor, and Carrier must provide Licensor with satisfactory evidence of its having obtained any required consent or approval on SCE's part prior to Licensor's proceeding with any matter consented to or approved by Licensor. The obtaining of any required consent or approval from SCE is solely the responsibility of Carrier and Licensor has no responsibility with respect thereto. IN WITNESS WHEREOF, the parties hereto have executed this contract to be effective as of the day and year first hereinabove written. FOR: LICENSEE: Los Angeles SMSA Limited Partnership, a California limited partnership d/b/a Verizon Wireless By AirTouch Cellular, Inc. Its General Partner By: Name: Title: Date: Address: 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate 1[: FOR: CITY OF SANTA CLARITA: Kenneth W. Striplin, City Manager APPROVED AS TO FORM: Joe Montes, City Attorney Exhibit "A" Depiction of Property (see attached) ICi Exhibit "B" Carrier's Equipment/Premises (see attached) IRE