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HomeMy WebLinkAbout07 COMMUNICATIONS SITE LICENSE AGREEMENT~ AGENDA REPORT Agenda Item 7 Reviewed: Finance Director MEETING DATE: FEBRUARY 1, 2011 TO: HONORABLE MAYOR AND COUNCIL MEMBERS VIA: DAVID C. BIGGS, CITY MANAGER FROM: CHRISTINE SHINGLETON, ASSISTANT CITY MANAGER SUBJECT: COMMUNICATIONS SITE LICENSE AGREEMENT WITH MetroPCS NETWORKS CALIFORNIA, LLC FOR EXISTING WIRELESS FACILITIES AT TUSTIN SPORTS PARK (12850 ROBINSON DRIVE) SUMMARY Approval is requested for a Communication Site License Agreement between the City and MetroPCS Networks California, LLC (Licensee), to be located within the Tustin Sports Park. RECOMMENDATION It is recommended that the City Council authorize the City Manager to execute the attached Communications Site License Agreement with MetroPCS Networks California, LLC, a Delaware limited liability company, subject to any non-substantive modifications as may be deemed necessary by the City Attorney prior to execution of the Agreement. FISCAL IMPACT Under the proposed agreement the Licensee will pay $28,800 per year ($2,400 per month) for the right to locate base facilities and an antenna on a newly installed light standard. This rate is competitive with market rents for similar types of carriers providing voice and data services. Under the proposed license, the initial term is ten (10) years commencing and terminating in 2021. License payments will be escalated annually at a rate of 4.00%. Over the initial term of the proposed agreement the Licensee will pay $345,776, the City will receive 75% or $259,332. The City will retain 75% of the rental payment and 25% will be distributed to the City's consultant, Telecom Partners Group, Inc. (dba ATS Communications). The Licensee has the option to extend the initial term of the agreement, upon notification to the City, for each of two (2) additional five (5) year terms through 2031. City Council Agency Report February 1, 2011 Communications Site License Agreement at Tustin Sports Park-MetroPCS Page 2 In addition to the License Payments, the Licensee has agreed to make aone-time Capital Contribution of $10,000 due within 30 days of the Effective Date of the Agreement. The City will retain all (100%) of the Capital Contribution which is intended for park improvement purposes. BACKGROUND Wireless facilities have been located in Tustin Sports Park since 1996, the equipment facilities are located behind the scoreboard adjacent of Jamboree Road and the antennas are located on light poles located adjacent to baseball fields. The existing wireless carriers located within the park include ATT Wireless and STC One (Sprint). On October 28, 2010 the Community Development Department approved the proposed wireless facility consisting of a new light pole with six panel antennas, one GPS antenna, and two equipment cabinets for the proposed Licensee, formerly known as Royal Street Communications California, LLC. ATS Communications, the City's wireless communications consultant has reviewed the proposed equipment and tower facilities found the location to be an optimal location for a wireless facility. As part of the City's Design Review process the proposed equipment structure and antenna facilities were reviewed by the City's Parks and Recreation Department, the Public Works Department and the Building Division. The proposed light pole containing the light and antenna was found to be compatible with the existing sports field light poles in the park. The light from this pole is intended to provide light on an adjacent pedestrian path in the park that currently does not have direct lighting. The proposed Licensee will be responsible for equipping and installing the lighting on the pole in accord with the City's specifications. The approval Design Review is contingent upon the proposed Licensee agreeing to and signing an Agreement to Conditions Imposed and the City Council approving a License Agreement with the proposed Licensee. The Agreement to the Conditions Imposed is part of the proposed License Agreement. Should you have any questions, staff will be available to respond. -~ Christine A. Shingleton Assistant City Manager Approved for Forwarding By: ~~~ G David C. Biggs City Manager Attachments .~ .~ Annual Escalator 4.00% Monthly Base Rent $ 2,400 City Percentage of Gross 75% ATS percentage of Gross 25% ..7 ~ _t.. ' u " ~` Y ANNUAL Sh Ci ATS Sh CUMULATIVE ATS Sh re Cit Sh G r 1 Gross 28,800 are ty 21,600 are 7,200 ross y are a 2 29,952 22,464 7,488 3 31,150 23,363 7,788 4 32,396 24,297 8,099 5 33,692 25,269 8,423 6 35,040 26,280 8,760 7 36,441 27,331 9,110 8 37,899 28,424 9,475 9 39,415 29,561 9,854 Initial Term (10 yrs) 10 40,991 30,744 10,248 345,776 259,332 86,444 11 42,631 31,973 10,658 12 44,336 33,252 11,084 13 46,110 34,582 11,527 14 47,954 35,966 11,989 Frist Option (5 yrs) 15 49,872 37,404 12,468 576,679 432,509 144,170 16 51,867 38,900 12,967 17 53,942 40,456 13,485 18 56,100 42,075 14,025 19 58,344 43,758 14,586 Second Option (5 years) 20 60,677 45,508 15,169 857,609 643,206 214,402 COMMUNICATIONS SITE LICENSE AGREEMENT This Communication Site License Agreement ("Agreement") is made this day of 20 ("Effective Date") by and between the City of Tustin, a municipal corporation, (hereinafter "City"), and MetroPCS Networks California, LLC, a Delaware limited liability company (f%k/a Royal Street Communications California, LLC) (hereinafter "Licensee"). GRANT OF L[CENSE. City currently owns property, commonly known as Tustin Sports Park, as legally described on Attachment 1 (the "Property"). City hereby grants a License to Licensee for the purpose of installing and maintaining certain communications equipment consisting of antenna support structure (Tower), antennas, cable runs, radio transmitting and receiving equipment, conduits, wires, batteries, back-up generators, utility lines and facilities, storage facilities including walls, fences and gates, telephone facilities, microwave equipment and associated equipment ("Licensee's Facilities") on the Property at those locations more specifically set forth on Attachment No. 2 (the "Premises") and as depicted on Attachment 3 together with the non-exclusive right for ingress and egress from and to the nearest public right-of--way, seven (7) days a week, twenty-four (24) hours a day, subject to any restrictions stated herein, on foot or motor vehicle, including trucks, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along a twelve foot (12') wide right-of--way extending from the nearest public right-of-way (the Non-Exclusive Site Access Area) to the Premises to be approved in form and content in City's sole discretion as generally depicted in Attachment No. 3. Licensee shall be responsible for installing and maintaining access required, subject to the limitations set forth in this Agn-eement and more particularly described as follows: 1.1 All utility wires, poles, cables, conduits and pipes along or under the Non- Exclusive Site Access Area shall be below ground. 1.2 Motor vehicles, including trucks shall be limited in their access to Premises on those portions of the Non-Exclusive Site Access Area that are depicted on Attachment 3. 1.3 Licensee shall have twenty-four (24) hour per day, seven (7) day per week access to the Premises, without payment of any additional fees to City. Licensee shall give twenty four (24) hours notice to the City prior to commencing any routine maintenance or any other activity or work that would interfere with the use of the park or scheduled City activities or programs; provided that no advanced notice shall be required in the event of an emergency, in which case Licensee shall give City notice of its access to the Premises as soon as is reasonably practical thereafter. Routine maintenance and work hours that result in interference with the use of the park or scheduled City activities or programs shall be subject to review and approval by the City, which approval shall not be unreasonably denied, delayed or conditioned. The Licensee shall not interfere with City scheduled activities within Tustin Sports Park, except in the event of an emergency as defined in Section 12 of this A~neement. 2. TERM. Unless earlier terminated in accordance with this Agreement, the Term of this Agreement shall be for ten (10) years commencing upon the Effective Date herein above written. 3. LICENSE PAYMENT, CAPITAL CONTRIBUTION, OPERATIONAL EXPENSES AND SECURITY DEPOSIT. 3.1 License Payment. Licensee shall pay a monthly payment ("License Payment") of Two Thousand Four Hundred Dollars ($2,400) payable to the City on the first of each month. The Licensee shall commence payments upon the Effective Date of this Agreement. If the monthly License Payment is not paid within thirty (30) days after the due date, and provided Licensee has complied with all applicable notice and cure provisions herein, a late charge equal to ten (10) percent of such overdue amount shall be paid by Licensee for purposes of defraying the expense incidental to handling such delinquent payment, together with interest from the date such payment was due until paid in full, at the default rate of ten (10) percent, per annum, compounded annually. License Payments attributable to partial months shall be prorated on a daily basis. License Payments and other revenue owing to the City shall be made pursuant to Attachment No. 5, License Payment Direction Form or as modified in writing by the City upon notice to the Licensee. 3.2 Capital Contribution. Licensee shall pay aone-time non-refundable Capital Contribution to the City in the amount of Ten Thousand Dollars ($10,000) within thirty (30) days of the Effective Date. This non-refundable Capital Contribution shall be retained by the City even if the Licensee fails to construct the Licensee's Facilities. 3.3 Security Deposit. 3.3.1 Payment and Form of Security Deposit. Prior to the Effective Date and prior to taking possession of the Premises, the Licensee shall pay to City a Security Deposit in the amount equal to the monthly license fee for three (3) months, or an amount 2 of Seven Thousand Two Hundred Dollars ($7,200). In lieu of posting a cash Security Deposit, Licensee may provide a performance bond to the City of Tustin in the total amount of Seven Thousand Two Hundred Dollars ($7,200), naming the City as covered obligee, with surety and in the form and substance each acceptable to the City in its sole discretion. 3.3.2 Performance. Said Security Deposit shall serve as security for the faithful performance of all Licensee's obligations, and may be applied in satisfaction and/or mitigation of damages arising from an Event of Default, including but not limited to delinquent payments, correction of maintenance and repair deficiencies and completion of construction. Application of amounts on deposit in satisfaction and/or mitigation of damages shall be without prejudice to the exercise of any other rights provided herein or bylaw to remedy an Event of Default. 3.3.3 Maintaininu Security Deposit. In the event any or all said amounts are applied in satisfaction and/or mitigation of damages Licensee shall immediately deposit such sums as are necessary or replenish their performance bond to restore Security Deposit to the full amount required hereunder. 3.3.4 Return of Security Deposit. Said cash Security Deposit amount shall be returned or performance bond released upon termination of this Agreement less any amounts that may be withheld from Licensee for Licensee's failure to perform its obligations hereunder, provided that in the Event of Default, the entire performance deposit or performance bond shall be forfeited to City. 3.4 Property Taxes and Fees. Licensee shall pay all applicable real property taxes, and/or all possessory interest taxes or fees applicable to the Premises prior to delinquency thereof. Licensee shall also pay and discharge punctually, as and when due, any and all taxes upon Licensee's personal property, equipment and trade fixtures installed about the Premises. Licensee shall have the sole responsibility to pay such taxes or fees. 3.5 Utilities. Licensee shall obtain, at its sole cost and expense, any utilities for the operation of Licensee's Facilities. Licensee will install a separate meter for the measurement of its power and will pay for utilities used by the Licensee. Licensee shall promptly pay all assessments, deposits, rents, costs, connections and tap-in fees and other charges for connection of utilities or installation of utility improvements including any charges or fees imposed by any utility company or governmental entity or agency for making such connections and for service throughout the Term of the Agreement. 4. ANNUAL LICENSE PAYMENT INCREASES. 3 Monthly payments shall be subject to an annual License Payment increase of four percent (4%) per year, to be increased on each anniversary of the Effective Date of this Agreement. 5. LICENSE EXTENSIONS. Provided that Licensee is not in default in the performance of this License, Licensee shall have the option to extend the teen of this Agreement for two (2) additional and consecutive terms of five (5) years each (each a "Renewal Term"), provided that the City shall have the right to review and modify Agreement terms related to insurance in any renewal license per City policy. The monthly Licensee Payment shall be the existing Licensee Payment as adjusted on an annual basis as described in Section 4, Annual License Payment Increases. The option(s) to extend the term shall be exercised by written notice given to the City not less than ninety (90) days prior to the Agreement termination date. 6. GOVERNMENTAL APPROVALS. It is understood and agreed that Licensee's ability to use the Premises is contingent upon its obtaining all of the certiticates, permits and other approvals (collectively the "Governmental Approvals") that may be required to comply with Federal and State Building and Safety Codes including but not limited to the California Building Code and International Construction Codes, and City zoning and building codes as appropriate, including any applicable discretionary land use permits such as site plan or use permit requirements. Licensee may be required by the City Manager or City Manager's designee or designees (collectively referred to in this License as "City Manager") to provide other information in the planning process such as site plans, design concepts and photo simulations of the structural plans. Licensee shall have the right (but not the obligation) to enter the Premises for the purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests") to determine the suitability of the Premises for Licensee's Facilities and for the purpose of preparing for the construction of Licensee's Facilities. In the event that any of such applications for such Governmental Approvals should not be approved or any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by the governmental authority or are found to be unsatisfactory so that Licensee will be unable to use the Premises for its intended purposes, Licensee and agents representing the Licensee shall have the right to terminate this Agreement. Notice of Licensee's exercise of its right to terminate shall be given to City in writing by personal service, or first class mail, or by a nationally recognized carrier, and if mailed, shall be effective upon the mailing of such notice by Licensee. All License Payments including deposits or fees, if applicable, paid prior to said termination date shall be retained by the 4 City. Upon such termination, this Agreement shall become null and void and all the Parties shall have no further obligations, including the payment of money, to each other. 7. LICENSEE'S USE AND MAINTENANCE OF PREMISES. 7.1 Use. Following City's approval of Licensee's Facilities plans and specifications, Licensee may use the Premises for the provision of mobile/wireless communications services, including transmission and reception of radio communication signals on various frequencies providing there is no conflict with the primary purpose of the City-owned property or City emergency communication activities including, but not limited to, emergency service responders serving the City (e.g., the City's Police communication system, the Orange County Fire Authority communication system, and other emergency communication systems). Accordingly, Licensee shall have the right to construct, maintain, install, repair, and operate on the Premises, radio communications facilities, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements. 7.2 Maintenance of Licensee's Facilities and Damage to City Property. Notwithstanding the foregoing, once the initial improvements are installed, Licensee shall, as is necessary, be responsible for the replacement, substitution, upgrading and expansion of its equipment, cables and antennas which comprise Licensee's Facilities and in the repair and upgrading of the physical structure or communications capabilities of the Licensee's Facilities, so long as the equipment, cables or antennas remain within the original physical parameters of the Premises and are consistent with City approved building permit plans and specifications. Licensee is responsible for notifying the City as described in this Section 7 prior to entering the Premises. Licensee shall be responsible for the cost of any and all damage to City-owned property including but not limited to, turf, concrete and/or asphalt, buildings and/or apprentices caused by Licensee regardless of negligence. Licensee shall repair and/or replace said damages or City will contract for said services. If City makes such repairs and/or replaces said damages (only after giving Licensee notice of intent to do so and an opportunity to cure), then Licensee shall pay to City an amount equal to the amount of said costs which City has invoiced Licensee within thirty (30) days after presentation by the City to Licensee of a written invoice and supporting documentation. If any payment to be made by Licensee is not received within such thirty (30) day period, a late charge equal to ten (10) percent of such overdue amount shall be paid by Licensee for purposes of defraying the expense incidental to handling such delinquent payment, together with interest from the date such payment was due until paid in full, at the default rate often (10) percent per annum. 5 7.3 Noticin~~ on Premises. Licensee shall install any warning signs on or about the Premises required by federal, state or local law, subject to prior notice to and consent of City, which consent shall not be unreasonably denied, delayed or conditioned. 7.4 Licensee Maintenance Notification. Licensee shall provide notification to the City five (5) days prior to commencement of any construction work on the Licensee's Facilities conducted by the Licensee or its agents, so as to give the City the opportunity to post a notice of non-responsibility. Said work hours are subject to the approval by the City. Licensee in providing regular maintenance to the Licensee's Facilities shall provide twenty-four (24) hour notice to the City prior to commencing any maintenance that would interfere with the use of City facilities or scheduled events; all other routine maintenance work may be conducted without notice to the City. Said work hours shall be subject to review and approval by the City. 7.5 Licensee Notification for Emergency Repair. Any work or repair of an emergency nature will require the Licensee to provide notification by telephone to the City of Tustin, Police Department's Watch Commander at 714.573.3200 or other designee of the City Manager who is identified by written notice to Licensee. 7.6 Maintenance of Licensee's Facilities. Licensee shall maintain its Facilities and shall make all repairs to the Premises necessitated to keep the Premises clean, safe, and a condition that approximates the initially installed Facilities including exterior finishes. If the Licensee is responsible for installing any landscaping on the Property as a result of any government permits or approvals, once the initial installation is completed, City shall be responsible for the ongoing maintenance thereof. In the event any portion of the Facilities and/or any parts regardless of fault including but not limited to damage caused by vandalism or Acts of God, except if damage caused solely by the gross negligence or willful misconduct of City, its employees, agents, contractors or volunteers, prove to be defective or shall require repair or prompt maintenance to prevent further deterioration, the Licensee shall, promptly on demand by the City and in no event later than seven (7) calendar days thereafter, complete such required repair or work and continuously prosecute the same to completion at its sole cost and expense. Damage caused by graffiti shall be removed promptly within forty-eight (48) hours after demand by City to Licensee. This time period for completion of any required work may be extended with written authorization from the City in its sole discretion. In the event such authorization is not given and required work and repairs is not completed within time frames noted herein, or any additional time granted by the City for completion of work, City shall have the right but not the obligation to take such actions as are necessary to complete such work, correct such defect or effect such repair. Any costs incurred by the City or its contractors in performing such work shall be due and payable by Licensee within ten (10) calendar days of receipt by Licensee of written demand therefore by the City. If any payment to be made by Licensee is not received within such ten (10) calendar day period, a late charge equal to 6 ten percent (10%) of such overdue amount shall be paid by Licensee for purposes of defraying the expense incidental to handling such delinquent payment, together with interest from the date such payment was due until paid in full, at the default rate of ten percent (10%) per annum. 8. CITY'S USE OF PREMISES. 81 City Business. Notwithstanding the grant of license rights to Licensee, City and the public shall have the right to conduct City Business on the Property and within the Non-Exclusive Access Area, excluding that portion of the Premises identified for Licensee's Facilities. Nothing in the Agreement shall impair or impact the ability of the City or the public to use any area adjacent or near the Premises for any lawful purpose; provided such use does not interfere with the Licensee's use of the Premises or operation of its Facilities thereon. "City Business" shall include, but not be limited to the following: maintenance, landscaping, construction, concessionaires, and City sponsored events, active and passive park activities located on or near the Premises, so long as the City Business does not interfere with or impair the operation of Licensee's Facilities. City shall have the right to inspect Licensee's facilities by providing at least twenty four (24) hours advance notice to Licensee, except in cases of emergency. 8.2 Co-Location. Licensee acknowledges and agrees that City policy is to provide for co-location of communication tower facilities. In the event that a third party wishes to collocate equipment within/on Licensee's Premises, Licensee shall require such third party to enter into a License directly with the City for use of ground space outside of the Premises, and for use of the Non-Exclusive Site Access Area and utility easements therefore. Licensee acknowledges that the City shall retain the authority and absolute right to enter into a license agreement with other mobile/wireless communications providers ("Additional Licensee") to utilize space on the Property, excluding the Premises. City agrees that any subsequent license agreement for an Additional Licensee shall include a provision that, as a condition precedent to using such space, Additional Licensee shall not interfere with the operations of Licensee's Facilities, and shall indemnify, defend and hold harmless Licensee and its employees, agents, contractors and subcontractors for any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorney's, court and appellate fees and costs) and injuries (including personal injuries or death) caused or contributed to by Additional Licensee, its employees, agents, contractors, subcontractors and invitees. 8.3 City Use of Tower for Park Ligh~g. Licensee shall construct the Tower so that it is structurally and functionally capable of supporting City's lighting equipment, as specified in Attachment No. 3. Licensee shall be responsible for equipping and installing the City park lighting on Tower as specified by the City's Parks and Recreation Department, the Department of Public Works, and the City's Building Division. The City 7 shall have the right, but not the obligation, to install lighting equipment thereon, as such lighting equipment is generally shown on the Site Plans attached hereto as Attachment No. 3, which lighting equipment shall at all time remain the personal property of the City and the City shall at all times be solely responsible and liable for the installation, operation, maintenance and repair thereof, including but not limited to replacement of lights and all other ownership obligations relating thereto, except for damage resulting from the negligence or willful misconduct of Licensee. If City intends to make any changes to such lighting equipment or if the installation will deviate at all from that shown on Attachment No. 3 hereto, City must first obtain Licensee's prior written consent to such changes, which consent shall not be unreasonably denied, delayed or conditioned. City will notify Licensee of any installation, construction, maintenance, repair and removal work to be conducted on the Tower, and will coordinate the scheduling of such activities with Licensee so that Licensee can power down its equipment, if necessary, to meet any ANSI (defined in Section 11.1 below) standards or any other applicable laws, orders or regulation relating to Maximum Permissible RF Exposure. 9. INDEMNITY. 9.1 Licensee Indemnification of City. To the maximum extent permitted by law, Licensee shall defend, with counsel acceptable to City, indemnify, and save harmless City and its officers, employees, and agents from, and shall pay all costs, expenses and reasonable attorney's fees for all trial and appellate levels and post judgment proceedings in connection with, any and all claims and demands, actions, proceedings, losses, liens, costs and judgments of any kind and nature whatsoever, including expenses incurred in defending against legal actions, for death or injury to persons or damage to property and for civil fines and penalties to the extent arising out of the occupation or use of the Premises by Licensee, its employees, agents, servants, guests, invitees, contractors, or sublessees, including the following: 9.1.1 Any dangerous, hazardous, unsafe or defective condition, in or on the Premises, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of the Premises by Licensee, its officers, agents, employees, sublessees, licensees or invitees from commencement of the term of the License Agreement; 9.1.2 Any operation conducted upon or any use or occupation of the Premises by Licensee, its officers, agents, employees, sublessees, licensees or invitees under or pursuant to the provisions of this License Agreement or otherwise; 9.1.2.1 Any act, omission, or negligence of Licensee its officers, agents, employees; 8 9.1.2.2 The loss of, or damage to any property of Licensee by theft or otherwise; 9.1.2.3 Any failure of Licensee, its officers, agents, employees or sublessees to comply with the terms or conditions of this License Agreement or any applicable federal, state, regional or municipal law, ordinance, rule or regulation related to the use or occupancy of the Premises. 10. INSURANCE. 10.1 Licensee shall provide, or cause its member(s) or contractor(s) to provide, and maintain at its own expense during the term of the work the following insurance covering all work under this Agreement. Licensee shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Such insurance shall be provided with insurers authorized to do insurance business in the State of California, with a rating of at least A-, VII or better or A-, X (if offered by a surplus line carrier) according to the latest Best's Key Rating Guide, except that the City will accept Workers Compensation Insurance rated B-, VIII or better or from the State Compensation Fund. Evidence of such insurance in the form of Certificates and signed Insurer Endorsements shall be delivered to the City prior to commencing with work. The sigmed Insurer Endorsements (or a copy of the policy binder, if applicable) shall specifically identify the work and shall provide that (1) said insurance shall not be cancelled, except if City is given at least thirty (30) days advance written notice of any cancellation or termination of insurance; (2) commercial general liability insurance shall be primary to and not contributing with any other insurance maintained by City, and shall name Licensee, the City and any related entity of the City, as appropriate, as additional insureds; (3) shall contain a provision that the insurer waives any right of subrogation against the City insured parties which may arise by reason of any payments made under a policy; and (4) if Licensee is self insured for Workers' Compensation, Licensee shall submit to City a copy of its certification of self insurance. All insurance shall be maintained on an occurrence basis and shall include the following: 10.1.1 Commercial General Liability Insurance. Commercial general liability and property damage insurance covering the Premises, including automobile liability insurance, contractual, broad form property damage, and bodily injury or death, with a combined single limit of not less than $1,000,000 per occurrence with respect to personal injury or death, and $1,000,000 per occurrence with respect to property damage. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 00 Ol). 10.1.2 Workers' Compensation Insurance. To the extent that Licensee has employees, workers' compensation insurance in an amount and form meeting all 9 applicable requirements of the California Labor Code, covering all employees of Licensee and all risks to such persons. 10.1.3 Deductibles. Except as otherwise provided below, all insurance limits shall be without deduction, provided that the City may permit a deductible amount in those costs where, in its judgment, such a deduction is justified. Commercial General Liability: $100,000 Auto Liability: $100,000 Worker's Compensation: $250,000 10.1.4 Contractors and Subcontractors. Licensee shall not allow any contractor or subcontractor to commence work until all insurance required of the contractor or subcontractor has been obtained. All coverages for contractors and subcontractors shall be subject to all of the requirements stated herein. 10.1.5 Verification of Coverage. The insurer endorsements required herein are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before the Effective Date of the Agreement. 10.1.6 Vehicle Insurance. Licensee shall maintain sufficient automobile liability insurance on any vehicle accessing the Licensed premises and such insurance shall be in the amount of $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Insurance Services Office Form Number CA 00 O1 covering Automobile Liability, Code 1 (any auto). 11. MISCELLANEOUS LICENSEE RESPONSIBILITIES. 11.1 Maximum Permissible Exposure. Licensee shall comply with all present and future laws, orders and regulations relating to Maximum Permissible Exposure ("MPE") and other related health issues directly applicable to its operation of Licensee's Facilities, as well as the American National Standards Institute (ANSI) standards. Without limiting the provisions of Licensee's indemnity contained herein, Licensee, on behalf of itself and its successors and assigns, shall indemnify City, its officials, officers, and employees from and against all claims of personal injuries due to violation of MPE to the extent such personal injuries are actually caused by Licensee's Facilities on the Premises. 10 11.2 Non-Interference by Licensee of CitX Events. The Licensee shall not interfere or cause to interfere with activities on adjacent City-owned sites including sports activities and cultural events. Licensee shall notice the City pursuant to Section 7, Licensee's Use and Maintenance of Premises, of this Agreement regarding maintenance, repair and installation work. 12. EMERGENCY USE OF SITE. In cases of emergency, Licensee shall make available to the City police, fire and emergency services a location for City's communication equipment on Licensee's Facilities at no cost to City on a temporary basis, not to exceed thirty (30) days. The City is responsible for maintaining its own equipment. In addition, City shall indemnify, defend and hold harmless Licensee, its officers, directors, partners, shareholders, employees, agents, contractors or subcontractors from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) and injuries (including personal injuries or death) arising from or in connection with City's use, operation, maintenance or repair of equipment on the Premises and Licensee Facilities, except those resulting from the negligence or willful misconduct of Licensee or Licensee's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors. The space to be made available will not create interference with Licensee's communications operations and radio frequency transmissions previously in use and operating in compliance with all government regulations. The City entities will be afforded 24-hour access to its equipment at the Premises. In addition, for such emergency use only, the City will be provided "power backup" by Licensee at the Premises, if available, on a temporary basis; provided City hereby waives any and all rights and claims against Licensee for any damages, injury or costs that may arise should there be an interruption or outage in use of such "power backup." 13. DEFAULTS. It shall constitute an Event of Default under this Agreement, if a party (the "Defaulting Party"): 13.1 Failure to Timely Pay_("Monetary Default"). Fails to timely pay any sum required to be paid by the Defaulting Party pursuant to this Agreement. 13.2 Failure to Perform Under this Agreement ("Non-Monetary Default"). Fails to perform, or delays in the performance of, in whole or in part, any obligation required to be performed by the Defaulting Party as provided in this Agreement. 11 13.3 Cure Periods. The other Party (the "Injured Party") shall give written notice to the Defaulting Party of such Event of Default at any time after occurrence thereof, which notice shall state the particulars of the Event of Default. After receipt of such written notice, a Defaulting Party shall have ten (10) days in which to cure any Monetary Default/ ANon-monetary Default shall be cured (i) within thirty (30) days after receipt of written notice from the Injured Party, or (ii) at the Injured Parties sole discretion a longer period of time as may be granted in writing for the cure period if the nature of the cure is such that it cannot be reasonably accomplished within such thirty (30) day period, but only if the Defaulting Party has commenced such cure within such thirty (30) day period and thereafter continuously and diligently pursues the cure to completion to the satisfaction of the Defaulting Party. 13.4 Remedies. Upon occurrence of an uncured Default by the Parties, the Injured Party may: 13.4.1 Terminate the Agreement. By written notice to the Defaulting Party pursuant to Section 16 of the Agreement. 13.4.2 Seek Performance. See specific performance of the obligations under the Agreement. 13.4.3 All Other Rights and Remedies. Exercise any of its rights and remedies at law or in equity, or otherwise as provided in this Agreement. 14. LICENSEE'S COMPLIANCE WITH ENVIRONMENTAL LAWS. 14.1. Hazardous Materials. Licensee shall not bring any Hazardous Materials onto the Premises, except for those contained in its back-up power batteries and common materials used in telecommunications operations. "Hazardous Materials" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation, including petroleum and asbestos. Licensee will treat and dispose of any Hazardous Materials brought onto the Premises/Property by it in accordance with all federal, state and local laws and regulations. 14.2. Licensee Compliance with Regulations. Licensee will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to the operation of Licensee's Facilities. 12 15. CASUALTY In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within sixty (60) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt Licensee's operations at the Premises for more than sixty (60) days, then Licensee may at any time following such fire or other casualty, provided City has not commenced the restoration required on the Property to permit Licensee to resume its operation at the Premises, terminate this Agreement upon twenty (20) days written notice to the City. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. If Licensee decides not to terminate this Agreement, the License Payment shall be abated proportionally to the reduction of use of the Premises as reasonably determined by the City. 16. TERMINATION. 16.1. Compelled Termination. If, during the License Agreement Term, there is a determination made pursuant to an un-appealable order of a county, state, or national governmental health agency having proper jurisdiction over Licensee's operations that Licensee's use of the Premises poses a human health hazard which cannot be remedied and that Licensee must cease all operations on the Premises, then Licensee shall immediately cease all operations on the Premises and this Agreement shall terminate as of the date of such order. In the event the Federal Communications Commission, or any successor agency, makes a determination which is final and non-appealable or which is affirmed and becomes final after the exhaustion of all available appeals concluding that Licensee's use as set forth in this Agreement presents a material risk to the public health or safety and that Licensee must cease all operations on the Premises, City or Licensee may terminate this Agreement immediately upon written notice to the other party. 16.2. Termination by Licensee. Licensee may terminate this Agreement by notice to City if (i) Licensee does not obtain all permits, consents, easements, non- disturbance agreements or other approvals (collectively "approval") reasonably desired by Licensee or required from any governmental authority or any third party related to or reasonably necessary to operate, install, maintain, replace, or remove Licensee's Facilities, or if any such approval is canceled, expires or is withdrawn or terminated without any fault of Licensee, or (ii) Licensee experiences any technological interference to its operations at the Premises, including, without limitation, signal strength, (iii) the Property or Licensee's 13 Facilities are, or become, unacceptable under Licensee's design or engineering specifications for Licensee's Facilities or the communications system to which Licensee's Facilities belong, so long as Licensee pays City a termination fee equal to six (6) months of the then current License Payment, or (iv) upon ninety (90) days' written notice by Licensee if Licensee determines that the Property or Licensee's Facilities are inappropriate or unnecessary for Licensee's operations due to economic reasons so long as Licensee pays City a termination amount equal to six (6) months' of the then current License Payment, as an early termination fee, or (v) City fails to cure a default within sixty (60) days after receipt of written notice thereof to cure, or upon any longer period as may granted to City by Licensee pursuant to Section 13.3. Upon termination, except in the case of a termination for a Default by City, all prepaid rent shall be retained by City. In the event Licensee abandons its property for ninety (90) days, including, but not limited to, the tower structure, antennas, support structures, cabling; equipment, radios or any ancillary equipment, it shall become the property of the City. Abandonment shall be defined as stoppage of License Payment for three (3) consecutive months, provided that City has notified Licensee of its failure to make such License Payments in accordance with Section 13, and failure to provide City with written communication by Licensee regarding use of Licensee Facilities; City is under no obligation to contact Licensee regarding status of Licensee Facilities during this period. 16.3. Termination by City. In the event that Licensee does not cure an Event of Default pursuant to Section 13, the City may terminate this Agreement, or upon thirty (30) days prior written notice if the City and Licensee fail to agree upon a Relocation Site in accord with Section 17 of this Agreement. 17. RELOCATION RIGHT BY CITY. 17.1. City Right to Order Relocation. Anytime after the expiration of the Initial Term, the City shall have the one-time right to relocate Licensee's Facilities to alternate space on the Property; to be performed by Licensee or its agents, at the Licensee's sole cost, to be done in accordance with subsections 17.2 and 17.3 below. Upon relocation of Licensee's Facilities, the access area and utility rights-of--way areas will be relocated as required, in the sole discretion of City in coordination with any utility provider, to operate and maintain Licensee's Facilities. Any relocation of the Licensee's Facilities shall be consistent with Chapter 3 of Division 4 of the California Public Utilities Code (Section 7901 et seq.) and other sections of the Public Utilities Code, as applicable except that the provisions of this Section 17.1 shall only remain in force and effect for twenty-five (25) years. Notwithstanding anything in this Agreement to the contrary, under no circumstances is Licensee responsible or liable to relocate any of the City's equipment or any Additional Licensee's equipment, such responsibility and liability remaining solely with the entity that owns or operates such equipment. 14 17.2. Exercising Right to Relocation. City shall exercise City's relocation right under Section 17.1 above by (and only by) delivering written notice (the "Notice") to Licensee. In the Notice, City shall propose an alternate site within or on the Property to which Licensee may relocate Licensee's Facilities. Licensee shall have sixty (60) days from the date it receives the Notice to evaluate City's proposed relocation site, during which period Licensee shall have the right to conduct tests to determine the technological feasibility of the proposed relocation site. If Licensee fails to approve of such proposed relocation site in writing within the sixty-day (60) period, Licensee shall be deemed to have disapproved such proposed relocation site. If Licensee disapproves such relocation site, then City may thereafter propose another relocation site by Notice to Licensee in the manner set forth above. If the City and Licensee fail to find an alternative site for relocation within six (6) months of the Notice being delivered by the City, the License Agreement shall be terminated pursuant to Section 16, Termination. Licensee shall have a period of not more than twelve (12) months after execution of a written agreement between the parties concerning the location and dimensions of the Relocation Site to relocate Licensee's Facilities to the Relocation Site. 17.3. Agreement to Survive Relocation of Licensee's Facilities. Upon relocation of Licensee's Facilities to the Relocation Site, all references to the Premises herein shall be deemed to be references to the Relocation Site. City and Licensee agree that the Relocation Site (including the access and utility right of way) may be surveyed by a licensed surveyor at the sole cost of Licensee, and such survey will then replace Exhibit "B" and become a part hereof and will control or describe the Premises. Except as expressly provided, City and Licensee hereby agree that in no event will the relocation of Licensee's Facilities, or any part thereof, under Section 17.1 above, affect, alter, modify or otherwise change any of the terms and conditions of this Agreement. 18. CONDITION OF PREMISES AT TIME OF TERMINATION. Upon termination of this Agreement, Licensee shall within thirty (30) days remove all of Licensee's Facilities and all personal property and restore the Premises, as defined in this Agreement, to the condition in which it existed immediately prior to Licensee's construction on the Premises. City acknowledges that all of the equipment and personal property of Licensee shall remain the personal property of Licensee and shall not be deemed fixtures, and Licensee shall have the right to remove such facilities. City may, at its sole discretion, agree to provide reasonable additional time to remove facilities. In such event, Licensee shall pay the License Payment as adjusted upward by twenty-five percent (25%) until such time as the facilities and personal property are removed. In the event, the Licensee fails to remove the facilities and personal property within such thirty (30) day 15 period as requested by the City, the City may remove the facilities and personal property at the cost of the Licensee. 19. NON-INTERFERENCE WITH PUBLIC COMMUNICATIONS SYSTEMS. 19.1. Non-Interference with Public Safety Communication Systems. Before activating Licensee's Facilities, Licensee shall submit to apost-installation test to confirm that the "planning and frequency coordination" of the facility was successful in not interfering with the City of Tustin's Public and Safety radio equipment. The test will be conducted by the Communications Division of the Orange County Sheriff-Coroner Department or aDivision-approved contractor at the expense of the applicant. 'This post- installation testing process shall be repeated for every proposed frequency addition and/or change to confirm the intent of the "frequency planning" process has been met. Licensee shall provide a 24-hour phone number to which interference problems may be reported. To ensure continuity on all interference issues the name, telephone number, fax number, and e-mail address of a "single point of contact" in its Engineering and Maintenance Departments shall be provided to the City prior to activation of the Licensee's Facilities as well as a telephone number to its Network Operations Center. 19.2. Notes to be Added to Licensee's Submitted Plans. "Licensee recognizes that the frequencies used by the wireless facility located at the Premises are close to the frequencies used by the City of Tustin for public safety. This proximity will require extraordinary "comprehensive advanced planning and frequency coordination" engineering measures to prevent interference, especially in the choice of frequencies and radio ancillary hardware. This is encouraged in the "Best Practices Guide" published by the Association of Public-Safety Communication Officials-International, Inc. (APCO) and as endorsed by the Federal Communications Commission (FCC). Prior to the issuance of any permits to install the facility, Licensee shall meet in good faith to coordinate the use of frequencies and equipment with the Communications Division of the Orange County Sheriff-Coroner Department to minimize, to the greatest extent possible, any interference with the Public Safety 800 MHz countywide Coordinated Communications System (CCCS). Similar consideration shall be given to any other existing or proposed wireless communications facility that maybe located on the subject property. The Licensee shall provide a 24-hour phone number to which interference problems may be reported. To ensure continuity on all interference issues the name, telephone number, fax number, and a-mail address of a "single point of contact" in its Engineering and Maintenance Departments shall be provided to the City upon activation of the facility. 20. MISCELLANEOUS PROVISIONS. 16 20.1 Authority of Signatories. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and each party shall indemnify the other fully, including reasonable costs and attorney's fees, for any injuries or damages incurred in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 20.2 Integration and Amendments. The Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof. This Agreement may not be modified, amended, supplemented, or otherwise changed except in writing executed by both Parties. 20.3 Partial Invalidity. If any provision of the Agreement is declared to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. 20.4 Ri ts. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, either in law or in equity. 20.5 Governing Law. This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of California, with venue in Orange County. 20.6 AttorneX's Fees. The substantially prevailing party in any legal action or lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any. 20.7 Assi~mnent/Subletting. 20.7.1 Licensee shall not assign, transfer or sublet any right or interest in this Agreement without written approval of the City, which approval shall not be unreasonably withheld; provided, however, that Licensee may, without City approval and with notice pursuant to Section 20.9, assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity acquiring more than fifty percent (50%) of its stock or assets, subject to any financing entity's interest, if any, in this Agreement. Notwithstanding the forgoing, Licensee may also without City approval but with notice to City pursuant to Section 20.9, assign or transfer this Agreement to any one of the entities listed in Attachment 7, so long as the Licensee confirms in 17 writing to the City that the capitalized value of that entity to whom the assignment or transfer is being made has a capitalized value of not less than Two Billion Dollars ($2,000,000,000). All other assignments shall require review and approved by the City. Upon assignment, Licensee shall be relieved of all future performance, liabilities, and obligations under this License Agreement, provided that the assignee shall assume all of Licensee's obligations herein. 20.7.2 Notwithstanding anything to the contrary contained in this Agreement, Licensee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Licensee (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by loans, bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 20.8 No Joint Venture. The Parties acknowledge and agree that this Agreement shall not be deemed or constructed as creating a partnership, joint venture or similar association between the City and Licensee and the relationship between the Parties shall remain solely that of contracting Parties. 20.9 Notices. Any notice required to be given under this Agreement shall be provided in writing, unless otherwise indicated, and may be provided by personal service or first class mail, postage prepaid, or sent next-business-day delivery by a nationally recognized overnight courier as follows: To City: City of Tustin 300 Centennial Way Tustin, California 92780 Attention: Assistant City Manager/City Manager's Office Tustin Redevelopment Agency To Licensee: MetroPCS Networks California, LLC 350 Commerce, Suite 200 Irvine, CA 92602-1302 18 Attn: Property Manager With a copy to: MetroPCS Networks California, LLC 2250 Lakeside Blvd. Richardson, TX 75082 Attn: Property Manager Telephone: 214-265-255 0 Facsimile: 866-457-4126 Additional Notice to: President ATS Communications 22642 Lambert Street, Suite 402 Lake Forest, CA 92630 City or Licensee may from time to time designate any other address for notices or deliveries by written notice to the other party. 20.10 Time is of the Essence. Time is of the essence with respect to any act to be performed under this Agreement. 20.11 Waiver of Cites. City acknowledges that Licensee may enter into financing arrangements including promissory notes and financial and security agreements for the financing of Licensee's Facilities (the "Collateral") with a third party financing entity and may in the future enter into additional financing arrangements with other financing entities. In connection therewith, City (i) consents to the installation of the Collateral to the extent that the Collateral is part of the approved Licensee's Facilities; (ii) disclaims any interest in the Collateral, as fixtures or otherwise, whether arising at law or otherwise, including, but not limited to any statutory landlord's lien; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any monies due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings. 20.12 Interference with Licensee's Facilities. Licensee's Facilities and operations shall not interfere with the communications configurations, frequencies or operating equipment which exist on City's Property on the Effective Date ("Pre-existing Communications"), and Licensee's Facilities and operations shall comply with all non- interference rules of the FCC. Upon written notice from City of apparent interference by Licensee with Pre-existing Communications, Licensee shall have the responsibility to 19 promptly terminate such interference or demonstrate to City with competent information that the apparent interference in fact is not caused by Licensee's Facilities or operations. City shall not, nor shall City permit any subsequent tenant or occupant of any portion of City's Property to, engage in any activities or operations which interfere with the communications operations of Licensee described in this Agreement. Such interference with Licensee's communications operations shall be deemed a material breach by City, and City shall have the responsibility to promptly terminate said interference. In the event any such interference does not cease promptly, the parties acknowledge that continuing interference will cause irreparable injury to Licensee, and therefore Licensee shall have the right to bring a court action to enjoin such interference or to terminate this Agreement immediately upon notice to City. City agrees to incorporate equivalent provisions regarding non-interference with Pre-existing Communications into any subsequent leases, licenses or rental agreements with other persons or entities for any portions of City's Property. 20.13 Quiet Enjoyment. So long as Licensee is not in default under this Agreement, Licensee shall be entitled to quiet enjoyment of the Premises during the term of this Agreement, and Licensee shall not be disturbed in its occupancy and use of the Premises. 20.14 Attachments. Attached hereto are the following, all of which constitute part of this Agreement: A. Attachment No. 1, Legal Description of the Property B. Attachment No. 2, The Premises C. Attachment No. 3, Licensee's Facilities and Non-Exclusive Site Access Area D. Attachment No. 4, Agreement to Conditions Imposed E. Attachment No. 5, License Payment Direction Form F. Attachment No. 6, Addendum to Standard Form Communications Site License Agreement G. Attachment No. 7, Pre-Approved Assignment Entities ***SIGNATURES ON FOLLOWING PAGE*** 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney CITY OF TUSTIN By: David C. Biggs, City Manager LICENSEE: MetroPCS Networks California, LLC, a Delaware limited liability company By: 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney CITY OF TUSTIN By: David C. Biggs, City Manager LICENSEE: MetroPCS Networks California, LLC, a Delaware limited liability company By: 22 Attachment No. 1 Legal Description of Property All that certain real property situated in the County of Orange, State of California, described as follows: Parcel 2 of Parcel Map No. 88-316, in the City of Tustin, County of Orange, State of California, as per map recorded in Book 262, Page(s) 45 and 47 of Parcel Maps, in the Office of the County Recorder of said County. 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A proper application for Design Review 10-019 was submitted by Pete Shubin of Sequoia Deployment Services, Inc., on behalf of Royal Street Communications California, LLC., requesting authorization to install a new light-pole mounted wireless facility with six (6) panel antennas, one (1) GPS antenna and two (2) equipment cabinets at the Tustin Sports Park located at 12850 Robinson Drive. B. The site is within the Planned Community Community Facility (PCCF) zoning district and designated as Planned Community Public/Institutional in General Plan Land Use map and is developed with a public sports park. The proposed wireless facility meets the development standards of the PCCF zoning district. C. That Tustin City Code Section 7262 requires Design Review for new aboveground utility facilities and their accessory equipment located on public property and in the public right-of-way. City Council Resolution No. 01-95 provides guidelines for aboveground utility facilities on public property and within the public right-of-way and the project has been reviewed for consistency with the guidelines. D. That the City's wireless telecommunications consultant, ATS communications, has identified the project site as an optimal location for a wireless facility. Furthermore, ATS Communications has reviewed and approved the proposed project. E. That the location, size and general appearance of the proposed project as conditioned is compatible with the surrounding area in that the light pole would be of a stealth design to be compatible with the existing light poles designed to illuminate the sports fields and all associated equipment would be screened within a fence enclosure and surrounded by landscaping screening. F. That the proposed facility will provide wireless coverage to an area that is currently deficient of wireless reception. G. That a license agreement with the City is required prior to installation or operation of the proposed facility in accordance with Section 7261 of the Tustin City Code. H. That the location, size, aesthetic features, and general appearance of the proposed wireless facility will not impair the orderly and harmonious development of the area, the present or future development therein, or the community as a whole. In making such findings, the Community Development Director has considered at least the following items: Exterior materials and colors. As conditioned, the proposed light pole, panel antennas, equipment enclosure and landscaping will match the DR 10-019 12850 Robinson Drive October 28, 2010 Page 2 existing light poles, equipment enclosure and landscaping in color one style. 2. Towers structures. As conditioned, the proposed light pole height is compatible with the existing sports field light poles. 3 Appearance and design relationship of proposed structures to existing structures and possible future structures in the neighborhood and public thoroughfares. As conditioned, the proposed project is designed to match the light poles. The proposed antennas would be located on the light pole in a configuration similar to existing light-pole mounted wireless facilities at the subject location. The proposed equipment enclosure has been designed to accommodate future Royal Street Communications equipment cabinets, thereby pre-planning the location and screening of possible future equipment cabinets and reduce the need for future site modifications. 4. Development Guidelines and criteria as adopted by the City Council. I. This project is Categorically Exempt pursuant to Section 15303, Class 3 of Title 14, Chapter 3 of the California Code of Regulations (Guidelines for the California Environmental Quality Act). II. The Community Development Department hereby approves Design Review 10-019 authorizing the installation of an unmanned wireless telecommunications facility at 12850 Robinson Drive by installing a light pole including six (6) panel antennas, one (1) GPS antenna, and two (2} equipment cabinets behind a new enclosure, subject to the following conditions: GENERAL (1) 1.1 The proposed project shall substantially conform with the Tustin City Code and Tustin guidelines and standards and be consistent with submitted plans for the project date stamped October 28, 2010, on file with the Community Development Department, as herein modified, or as modified by the Director of Community Development in accordance with this Exhibit. The Director of Community Development may also approve subsequent minor modifications to plans during plan check if such modifications are consistent with provisions of the Tustin City Code or other applicable regulations. (1) 1.2 All conditions in this Exhibit shall be complied with subject to review and approval by the Community Development Department. (1) 1.3 This approval shall become null and void unless the use is established within eighteen (i8) months of the date of this Exhibit. Time extensions may be granted if a written request is received by the Community Development Department within thirty (30) days prior to expiration. (1) 1.4 Design Review approval shall remain valid for the term of the Lease Agreement or License and/or Right-of-Way Agreement including any extension thereof or as long as the Encroachment Permit is valid. Upon termination or expiration of the Lease Agreement or License, Encroachment Permit, Right-of-Way DR 10-019 12850 Robinson Drive October 28, 2010 Page 3 Agreement or upon the failure of Grantee to build the facility within 180 days of its approval, the Design Review approval for the facility shall become null and void and the facility shall be removed within thirty (30) days from such termination or expiration. Time extensions may be considered if a written request is received by the Community Development Department within thirty (30) days prior to expiration. (1) 1.5 Approval of Design Review 10-019 is contingent upon the applicant signing and returning to the Community Development Department a notarized "Agreement to Conditions imposed" form. The forms shall be established by the Director of Community Development. Design Review approval is also contingent on establishing a valid License Agreement with the City for the subject project. {1) 1.6 The applicant shall agree at its sole cost and expense, to defend, indemnify, and hold harmless the City, its officers, employees, agents, and consultants, from any claim, action, or proceeding brought by a third party against the City, its officers, agents, and employees, which seeks to attach, set aside, challenge, void, or annul an approval of the City Council, the Planning Commission, or any other decision-making body, including staff, concerning this project. The City agrees to promptly notify the applicant of any such claim or action filed against the City and to fully cooperate in the defense of any such action. The City may, at this sole cost and expense, elect to participate in defense of any such actions under this condition. (1) 1.7 Any violation of any of the conditions imposed is subject to issuance of an Administrative Citation pursuant to Tustin City Code Section 1162(a). (1) 1.8 The Community Development Department may review Design Review 10- 019 annually or more often to ensure that the project is in compliance with the conditions of approval contained herein. The Community Development Director may initiate proceedings to amend or revoke design Review 10-019 if the project does not comply with the conditions of approval. (1) 1.9 The applicant shall be responsible for costs associated with any necessary code enforcement action, including attorney fees, subject to the applicable notice, hearing, and appeal process as established by the City Council Ordinance. (1) 1.10 Any public improvements damaged by the applicant adjacent to this project shall be repaired and/or replaced by the applicant as determined by the Engineering Division and shall include but not be limited to curb, gutter, street paving, and drive apron. (1) 1.11 The frequencies used by the wireless facility shall not interfere with the Public Safety 800 MHz Countywide Coordinated Communications System (CCCS). Radio frequency emissions shall not exceed the radio frequency emission guidelines of the Federal Communications Commission (FCC), as such guidelines may be amended from time to time. SOURCE CODES (1} STANDARD CONDITION (5) RESPONSIBLE AGENCY REQUIREMENT (2) CEQA MITIGATION (6) LANDSCAPING GUIDELINES (3} CALIFORNIA CODEJS (7) PClCC POLICY (4} DESIGN REVIEW ""' EXCEPTION DR 10-019 12850 Robinson Drive October 28, 2010 Page 4 (1) 1.12 Operation of the wireless facility shall be in compliance with the proposed methods of operation as proposed by the applicant and noted on the plans: a. The applicant shall provide a 24-hour phone number to which interference problems may be reported. To ensure continuity on all interference issues the name, telephone number, fax number, and a-mail address of a "single point of contact" in its Engineering and Maintenance Departments shall be provided to the City's designated representative upon activation of the facility. This condition will also apply to all existing facilities (Royal Street Communications) in the City of Tustin. The applicant shall file the accessory equipment identification number, company name, person responsible for maintenance of the accessory equipment, and the phone number with the Public Works Department. b. The applicant shall ensure that licensee or other users shall comply with the terms and conditions of Design Review 10-019 and shall be responsible for the failure of any licensee or other users under the control of the applicant to comply. c. Radio frequency emissions shall not exceed the radio frequency emission guidelines of the Federal Communications Commission (FCC), as such guidelines may be amended from time to time. The applicant shall provide to the Community Development Department a pre and post-installation test showing compliance with the guidelines established by the FCC. USE RESTRICTIONS '~~ 2.1 The facility shall be limited to six {6) panel antennas mounted on a light pole, one (1) GPS antenna mounted on the enclosure fence, and two (2) equipment cabinets located on the subject property. All antennas shall be located as depicted in the approved plans and associated ground mounted equipment shall be located within the proposed equipment enclosure. (1) 2.2 The applicant shall be responsible far obtaining any required approvals or clearances from the applicable easement holders for work in any easement areas. ""' 2.3 The light pole and all related facilities shall be regularly maintained and inspected for safety and aesthetics by the applicant in accordance with the approved plans. (1) 2.4 The equipment shall not bear any signs or advertising devices (other than certification, warning, or other required seals or signage). (1) 2.5 Utilities associated with the proposed facility which are not contained within the proposed fence enclosure, such as but not limited to telecommunication and power supplies, shall be located underground. DR 10-019 12850 Robinson Drive October 28, 2610 Page 5 (1) 2.6 At building plan check, the applicant shall submit a plan identifying hardscape, landscape, and other improvements that will be removed under the proposed plan. Any removal of landscaping necessary to install the aboveground accessory equipment shall be replaced with landscaping materials similar in number, type, and size as approved by the Directors of Community Development and Public Works (1) 2.7 Prior to issuance of building permits, the applicant shall obtain a license agreement with the City. The project plans shall make reference to the license agreement. "" 2.8 The proposed light pole shall be connected to and controlled by the existing Sports Field lighting controls. (1) 2.9 The applicant shall evaluate all requests for co-location on the facility by additional carrier(s) and make a good-faith determination of each such requesting carrier's compatibility with the applicant at this location. If, in the good-faith determination of the applicant, the co-location is technically compatible, then the applicant shall accommodate such additional carrier if .applicable business terms can be successfully negotiated. All requests for co- location shall be reviewed and approved by the City and require a separate license agreement. (1} 2.10 Aboveground accessory equipment shall be constructed or treated with appropriate materials which discourage or repel graffiti and the applicant shall be responsible for removing graffiti from accessory equipment within forty-eight (48) hours. The applicant shall be responsible for costs associated with any necessary enforcement action related to graffiti removal. (1) 2.11 The aboveground accessory equipment shall be constructed of a material that wilt be rust resistant (i.e. stainless steel, etc.). The utility provider shall be responsible for treating any rust by either repainting or any other method recommended by the manufacturer that eliminates the rust. (1 } 2.12 Prior to building permit issuance, the applicant shall post a bond with the City to ensure that facility is built to the specifications and design as represented in the approved Design Review and building plans. Final design and materials are subject to review and approval by the City "' 2.13 The proposed light pole and equipment cabinet shall be compatible with the existing sports field light poles and equipment cabinets in height, circumference, color, and design, respectively. (1) 2.14 The proposed antenna panels shall be painted to match the new light pole. "" 2.15 The plans shall identify the existing wireless facilities at the Sports Park. ""' 2.16 The proposed light pole shall be designed and constructed to structurally accommodate and support future co-location wireless facilities. DR 10-019 12850 Robinson Drive October 28, 2010 Page 6 NOISE (5) 3.1 All construction operations including engine warm-up, delivery, and loading/unloading of equipment and materials shall be subject to the provisions of the City of Tustin Noise Ordinance, as amended, and may take place only during the hours of 7:00 AM until 6:00 PM, Monday through Friday and 9:00 AM until 5:00 PM on Saturday unless the Building Official determines that said activity will be in substantial conformance with the Noise Ordinance and the public health and safety will not be impaired subject to application being made at the time the permit for the work is awarded or during the progress of the work. (7) 3.2 Noise emanating from the equipment, if any, shall not exceed the City's Noise Standards. Bt11LDING DIVISION (1) 4.1 At the time of building permit application, the plans shall comply with the latest edition of the codes, City Ordinances, State, Federal laws, and regulations as adapted by the City Council of the City of Tustin. REDEVELOPMENT AGENCY "" 5.1 Prior to submitting plans for plan check, the applicant shall revise the plans, to be consistent with the License Agreement, as follows: a. "Lease" to "License" b. °Lessor" to "City" c. "Lessee" into "licensee" '"" 5.2 Prior to submitting plans for plan check, the applicant shall confirm with the Parks and Recreation Department that the illumination level is sufficient for the intended purpose. Proposed light standard shall provide sufficient light for the adjacent walking path (sidewalk), "" 5.3 Prior to submitting plans for plan check, the applicant shall have the project surveyor field-verify That site conditions have not changed since the September 24, 2009, survey date shown on the approved plans. ""' S.4 Prior to submitting plans for plan check, the applicant shall revise the "Overall Site Plan" and "Enlarged Site Plan, Equipment Layout & Antenna Layout" sheets to state that the twelve-foot wide access is anon-exclusive access license, not an "Access Easement." "'" 5.5 Prior to submitting plans for plan check, the applicant shall confirm that the proposed light-pole mounted wireless facility is consistent with the height and circumference of the existing light poles. DR 10-019 12850 Robinson Drive October 28, 2010 Page 7 PUBLIC WORKS DEPARTMENT (1) 6.1 Construction and Demolition Waste Recycling and Reduction Plan (WRRP). a. The applicanUcontractor is required to submit a WRRP to the Public Works Department. The WRRP must indicate how the applicant will comply with the City's requirement (City Code Section 4351, et al) to recycle at least fifty (50) percent of the project waste material. b. The applicant will be required to submit a $50.00 application fee and a cash security deposit. Based on the review of the submitted Waste Management Plan, the cash security deposit will be determined by the Public Works Department in an amount not to exceed five (5) percent of the project's valuation. c. Prior to issuance of any permit, the applicant shall submit the required security deposit in the form of cash, cashier's check, personal check, or money order made payable to the "City of Tustin". (1) 6.2 Prior to any work in the public right-of-way (within Tustin Sports Park and within any public streets), an Encroachment Permit shall be obtained from and applicable fees paid to the Public Works Department. (1) 6.3 Prior to issuance of an Encroachment Permit for construction within the public right-of-way, a 24" x 36" construction area traffic control plan, as prepared by a California Registered Traffic Engineer, or Civil Engineer experienced in this type of plan preparation, shall be prepared and submitted to the Public Works Department for approval. (1) 6.4 Any damage done to existing landscape, irrigation, pedestrian walkways, parking, and/or utilities shall be repaired to the satisfaction of the Director of Parks and Recreation and the City Engineer. PARKS AND RECREATION DEPARTMENT (1) 7.1 At plan check, the plans shall identify the following: a. The light pole fixtures and the intensity/type of light bulbs (i e. foot candles, etc.) b. The light pole diameter. c. The equipment cabinet finishes. ORANGE COUNTY FIRE AUTHORITY (OCFA) (1) 8.1 Prior to the issuance of a building permit, the applicant shall submit to the Fire Chief a plan for review and approval of the proposed battery, "for any system containing an aggregate quantity of electrolyte with hazard classification(s) in excess of the permit issuance threshold amount listed in CFC Appendix DR 10-019 12850 Robinson Drive October 28, 2010 Page 8 Chapter 1, Section 105." The applicant may contact the OCFA at (714) 573- 6100. FEES (1)(5) 9.1 Prior to issuance of building permits, payment shall be made of all applicable fees, including but not limited to, the following: a. Building and Planning Plan Check and Permit Fees b. Encroachment Permit Fees c. Orange County Fire Authority Fees (1) 10.2 Within forty-eight (48) hours of approval of the subject project, the applicant shall deliver to the Community Development Department, a CASHIER'S CHECK payable to the COUNTY CLERK in the amount of fifty dollars ($50.00) to enable the City to file the appropriate environmental documentation for the project. If within such forty-eight (48) hour period the applicant has not delivered to the Community Development Department the above-noted check, the statute of limitations for any interested party to challenge the environmental determination under the provisions of the California Environmental Quality Act could be significantly lengthened. Attachment No. 5 License Payment Direction Form Licensee shall make monthly License Payments to the following: City of Tustin Finance Department 300 Centennial Way Tustin, CA 92780 Attn: Finance Director Attachment No. 6 Addendum to Standard Form Communications Site License Agreement N/A Attachment No. 7 List of Approved Assigns in accordance with Section 20.7 1. American Tower 2. Crown Castle 3. SBA 4. MetroPCS