CC - Item 7E - License Agreement with METRO PCS for Wireless Telecommunication Facility at 7933 Emerson PlaceROSEMEAD CITY COUNCIL
TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: JEFF ALLRED, CITY MANAGER /EXECUTIVE DIRECTOR
DATE: June 14, 2011
SUBJECT: LICENSE AGREEMENT WITH METRO PCS FOR WIRELESS
TELECOMMUNICATIONS FACILITY AT 7933 EMERSON PLACE
(GARVEY PARK)
SUMMARY
At its regular meeting on May 16, the Rosemead Planning Commission approved
Conditional Use Permit 11 -02, a request by Metro PCS Networks CA, LLC to construct
a wireless telecommunications facility consisting of six (6) panel antennas installed
within a 70' -0" tall ball field light standard, one (1) GPS antenna, one (1) microwave
dish, and five (5) equipment cabinets to be located on or adjacent to the baseball
diamond at Garvey Park.
As a result of Planning Commission approval, Metro PCS is now requesting City
Council's authorization of a license agreement with the City for the facility for an initial
term of five years with three successive five -year options to renew. The City will receive
$1,900 monthly for the first term with an adjustment, at the start of each term, of 15% of
the monthly fee paid for the previous term.
Staff Recommendation
It is recommended that the City Council authorize the City Manager to enter into a
license agreement with Metro PCS Networks California, LLC, for a wireless
telecommunications facility at Garvey Park.
ANALYSIS
Planning Commission's approval of Metro PCS' request for a Conditional Use Permit
(CUP) allows Metro to build a cellular tower with antennas and microwave dish. It also
permits a 330 square foot addition to the existing snack bar /restroom facility adjacent to
the ball field.
To minimize visual impacts, the CUP mandates that the "cell tower" be installed as a
ball field light standard (with industry standard Musco lights), that antennas be located
inside the pole, that the facility extension mimic the existing structure, and that affected
landscape be replaced. Additionally, for aesthetic balance, the CUP mandates
APPROVED FOR CITY COUNCIL AGENDA: ITEM NUMBER: _1E-
City Council Meeting
June 14, 2011
Page 2 of 2
installation of a second light standard (the cost for which is levied against the first 30
months of Metro PCS' license fees).
Ball field light standards at Garvey Park are approximately 40 years old and existing
light fixtures are inefficient. Replacement results in reduced operational costs.
Mandating that Metro PCS replace two standards means that 33% of light standards
needed for ball field operations are paid for without out -of- pocket expense to the City.
This amounts to capital project savings of as much as $146,000. The current fiscal
year's Capital Improvement Project budget includes the replacement of four (4) and
elimination of one of the remaining ball field light standards as recommended by Musco
Lighting. In addition to operations and project savings, after 30 months from the date of
contract commencement, the City would receive $1,900 per month in license fees from
Metro PCS, with rent adjustments of 15% at the start of each subsequent term.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
FISCAL IMPACT:
As noted, the City will receive $1,900 (or more) per month thirty (30) months after
commencement of the license agreement with Metro PCS.
DAVIT MO14TGOMERY -SCOTT
Parks nd Recreation Director
Attachment Agreement for Wireless Telecommunications Facility at Garvey Park
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
MetroPCS Networks California, LLC
350 Commerce, Suite 200
Irvine, CA 92602 -1302
Attn: Property Management
Site #: LA5347B
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into on this day of , 201, by
and between the City of Rosemead, a Municipal Corporation, with an office at 8838 E. Valley Blvd., Rosemead, CA
91770 (hereinafter referred to as "Licensor "), and MetroPCS Networks California, LLC (fWa Royal Street
Communications California, LLC), a Delaware limited liability company, with an office at 350 Commerce, Suite
200, Irvine, CA 92602 -1302 (hereinafter referred to as "Licensee ").
1. Licensor and Licensee entered into a Communications Site License Agreement [ "Agreement'] on the
day of , 201, for the purpose of installing, operating and maintaining a
communications facility and other improvements. All of the foregoing is set forth in the Agreement.
2. The term of the Agreement is for five (5) years commencing on the date Licensee begins construction
of Licensee Facilities, or twelve (12) months from full execution of the Agreement, whichever first
occurs ( "Commencement Date ") and terminating on the fifth anniversary of the Commencement Date,
with three (3) successive five (5) year options to renew. In no event shall the term of the Agreement
exceed thirty-five (35) years.
3. The Land which is the subject of the Agreement is described in Exhibit A annexed hereto.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and
year first above written.
LICENSOR:
The City of Rosemead,
a Municipal Corporation
LICENSEE:
MetroPCS Networks California, LLC (f /k/a Royal Street
Communications California, LLC), a Delaware limited
liability company
By Name:
Title:
IM
Name: Jeffry Allred
Title: City Manager
Date:
EXECUTION COPY- 01/20/11 Page I of
EXHIBIT A
DESCRIPTION OF LAND
to the Memorandum of Agreement dated , 201, by and between the City of
Rosemead, a Municipal Corporation, as Licensor, and MetroPCS Networks California, LLC, a Delaware limited
liability company, as Licensee.
The Land is described and/or depicted as follows:
All that certain real property situated in the County of Los Angeles, State of
California, described as follows:
Lot 83, Lands of the San Gabriel Improvement Company, in the City of
Rosemead, County of Los Angeles, State of California, as shown on map recorded
in Book 54, Pages 71 and 72 of Miscellaneous Records, in the Office of the
County Recorder of said County.
And otherwise known as: 7933 Emerson Place, Rosemead, CA 91770
Assessors Parcel Number: 5287- 021 -900
EXECUTION COPY — 01/20/11 Page 2 of 3
State of California
County of
On
before me, Notar`: Public personally appeared
who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and
acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by
his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
State of California )
County of ter citnG 2 )
On w1 Z4i 0 before me, �aC* i — LC Notary Public personally appeared
1VAt CI161C,( J/ who proved to me on
the basis of satisfactory evidence to be the persothe whose nameSe'f is/are - subscribed to the within instrument and
acknowledged to me that he %skeftkep executed same in his /la"Aheir authorized capacity(i"), and that by
his/la� signature(A on the instrument the person$), or the entity upon behalf of which the persoum acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
JACKIE LE
Commission # 1782180
Notary Public - California
* orange County
Comm. E» Iras Dec 25 2011
EXECUTION COPY – 01/20/11 Page 3 of 3
COMMUNICATIONS SITE LICENSE AGREEMENT
THIS COMMUNICATIONS SITE LICENSE AGREEMENT ( "License Agreement "), dated as of
is made by and between MetroPCS Networks California, LLC (f/k/a Royal
Street Communications California, LLC), a Delaware limited liability company ( "Licensee "), and
the City of Rosemead, a Municipal Corporation ( "Licensor ").
RECITALS
This License Agreement is entered into based upon the following facts, circumstances and
understandings:
A. Licensor owns certain real property legally described in Exhibit "A" attached hereto
and commonly known as Garvey Park, and located at 7933 Emerson Place, Rosemead, CA 91770;
Assessor's Parcel Number 5287 -021 -900 ( "Licensor's Real Property"). Licensor desires to grant
Licensee a license for the use of a portion of Licensor's Real Property, together with any necessary
easements over other portions of Licensor's Real Property and /or shared use of Licensor's easements over
other real property necessary for Licensee's access and utilities to the Licensed area (altogether the
"Premises "), as described on Exhibit `B" attached hereto. Licensor represents and warrants that it has the
complete right and authority to grant the rights set forth herein and that Licensor has full rights of ingress
to and egress from the Premises from a public roadway.
Premises.
B. Licensee desires to construct and operate a wireless communications site at the
C. Based on the foregoing facts, circumstances and understandings and on the terms and
conditions set forth below, Licensor is willing to License the Premises to Licensee for Licensee's
proposed use subject to the terms and conditions of this License Agreement.
WHEREFORE, in consideration of the facts, circumstances and understandings set forth
above and the terms and conditions set forth herein, the parties, intending to be legally bound,
hereto agree as follows:
1. Grant of License Licensor hereby grants to Licensee a license to use the Premises for
Licensee's proposed use, subject to the following terms and conditions for the Term. Notwithstanding
anything in this License Agreement to the contrary, it is expressly agreed by both parties that all rights
granted to Licensee under this License Agreement are irrevocable until this License Agreement expires or
sooner terminates as specifically set forth in this License Agreement.
2. Permitted Uses The Premises may be used by Licensee for the operation of a wireless
communications site. Under this License Agreement, Licensee may install, place, use and operate on the
Premises such antennas, radio transmitting and receiving equipment, conduits, wires, batteries, back -up
generators, utility lines and facilities, supporting structures, storage facilities, telephone facilities,
microwave equipment, and related equipment (collectively "Licensee's Facilities ") as described in the site
plan attached hereto as Exhibit B. Further, Licensee may perform construction, maintenance,
modifications, repairs, additions to, and replacement of Licensee's Facilities as Licensee detennines is
Site No.: LA5347B Page 1 of 15
Site Address: 7933 Emerson Pl., Rosemead, CA 91770
EXECUTION COPY — 01/20/11
necessary and appropriate for its ongoing business and has the right to do all work necessary to prepare,
modify and maintain the Premises to accommodate Licensee's Facilities and as required for Licensee's
communications operations at the Premises, in accordance with all local laws, codes, and ordinances, and
only after prior written authorization from Licensor in accordance with the terms set forth in Paragraph 8
herein below.
3. Conditions Precedent: Prior Approvals This License Agreement is conditioned upon
Licensee obtaining all governmental licenses, permits and approvals enabling Licensee to construct and
operate wireless communications facilities on the Premises without conditions which are not standard or
typical for premises where wireless communications facilities are located. Licensor agrees to cooperate
with Licensee's reasonable requests for Licensor's signatures as real property owner on permit
applications, for allowing site inspections by governmental agencies required in connection with
reviewing permit applications, and for assistance in obtaining such necessary approvals, provided that
such cooperation and assistance shall be at no expense to Licensor.
4. Term. The term of this License Agreement ( "Term ") shall be five (5) years
commencing on the date (a) Licensee begins construction of Licensee's Facilities on the Premises or (b)
twelve (12) months from the last date of execution by a party to this License Agreement as reflected on
the signature page below, whichever occurs first ( "Commencement Date "). Licensee shall promptly
deliver written notice to Licensor of the Commencement Date. Licensee shall have the right to extend the
Term of this License Agreement for three (3) additional terms of five (5) years each (each a "Renewal
Term "). The terns and conditions for each Renewal Term shall be the same terns and conditions as in
this License Agreement, except that the Rent shall be increased as set forth herein below. This License
Agreement shall automatically be extended for each successive five (5) year Renewal Term unless
Licensee notifies Licensor in writing of Licensee's intention not to extend this License Agreement at least
ninety (90) days prior to the expiration of the first Term or any Renewal Term.
5. Consideration
(a) In consideration for the use granted under this License Agreement, upon the full
execution hereof, Licensee shall diligently and expeditiously pursue the design, permitting and
construction of two (2) new light standards (`Improvements ") on the Licensor's Real Property, at the
locations shown on Exhibit B hereto. The hnprovements shall be constructed in a good and workmanlike
manner and in accordance with the site plans and specifications mutually and reasonably agreed upon by
the parties hereto in accordance with the terns set forth in Paragraph 8 herein below. Each light standard
shall be structurally capable of supporting one carrier's communications equipment and associated
mounting apparatus and cabling therefore. Upon completion of construction of the Improvements,
Licensee shall transfer complete title and ownership of the Improvements to Licensor and Licensor shall
accept and take title to the Improvements by way of a Bill of Sale, in their "as is, where is" condition with
no representations or warranties whatsoever, except any manufacturer's warranty, if available, and
Licensee shall warrant that the Improvements conform to all applicable governmental regulations. After
transfer of the Improvements to Licensor, Licensee shall have no further rights or obligations relating to
the Improvements, except for the right to its licensed space on one of the light standards, as provided in
this License Agreement and as depicted on Exhibit B hereto. From and after the date Licensee transfers
the Improvements to Licensor, the Improvements shall be considered part of the Licensor's Real Property
and the space Licensee is using on one of the light standards for its antennas and supporting equipment
shall be considered part of Licensee's Premises; at no time shall the Improvements be considered part of
the Licensee's Facilities.
Site No.: LA5347B Page 2 of 15
Site Address: 7933 Emerson PI., Rosemead, CA 91770
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(b) Not later than forty -five (45) days after the Commencement Date, Licensee shall
pay Licensor, as rent, the sum of One Thousand Nine Hundred Dollars ($1,900.00) per month ( "Rent ").
Rent shall be payable on the first day of each month, in advance, to Licensor or Licensor's alternate payee
specified in Section 22, Notices and Deliveries If the Commencement Date of this License Agreement is
other than the first day of a calendar month, Licensee may pay on the first day of the Tenn the prorated
Rent for the remainder of the calendar month in which the Term commences, and thereafter Licensee
shall pay a full month's Rent on the first day of each calendar month, except that payment shall be
prorated for the final fractional month of this License Agreement, or if this License Agreement is
terminated before the expiration of any month for which Rent should have been paid. Rent shall be
adjusted as of the fifth anniversary of the Commencement Date of the Tenn and of any Renewal Tenn by
an increase of fifteen percent (15 %) of the Rent paid during the previous Tenn or Renewal Tenn.
(c) Notwithstanding anything to the contrary contained in this License Agreement,
as consideration for Licensee's obligations set forth in Section 5(a) herein above, Licensor agrees that
Licensee's obligation to pay the Rent (set forth in Section 5(b) herein above) shall be abated for as long as
it takes for such abatement to equal the costs Licensee incurs to construct the Improvements, which the
parties agree is currently estimated to cost approximately Fifty -Six Thousand Dollars ($56,000). In
addition, upon Licensor's lease or license of space on the second light standard for installation of
communications equipment to be located thereon, Licensor shall reimburse Licensee a lump sum equal to
Licensee's labor and installation costs incurred for the construction of such second light standard, which
the parties agree is currently estimated to cost approximately Seventeen Thousand Dollars ($17,000).
(d) In the event this License Agreement is terminated by Licensee due to an uncured
default of Licensor prior to Licensee's receipt of the full benefits of Rent abatement and reimbursement of
the additional amounts set forth in Paragraph 5(c) herein above, Licensor shall pay to Licensee the full
value of such remaining amounts within thirty (30) days of the effective termination date of this License
Agreement. The terms of this Paragraph shall survive the early termination of this License Agreement.
6. Due Diligence Contingency and Pre - Commencement Date Access to Premises
Licensee shall have the right (but not the obligation) at any time following the full execution of this
License Agreement and prior to the Commencement Date, to enter the Premises for the purpose of
making necessary inspections, taking measurements and conducting engineering surveys (and soil tests
where applicable) and any other reasonably necessary tests to determine the suitability of the Premises for
Licensee's Facilities ( "Due Diligence "), and for the purpose of preparing the Premises for the installation
or construction of Licensee's Facilities. During any Due Diligence activities or pre- installation or pre -
construction work, Licensee shall have insurance which covers such activities as set forth in Section 16,
Insurance Licensee will notify Licensor of any proposed tests, measurements or pre - installation or pre -
construction work and will coordinate the scheduling of such activities with Licensor. If in the course of
its Due Diligence Licensee determines that the Premises are unsuitable for Licensee's contemplated use,
then Licensee shall have the right to terminate this License Agreement prior to the Commencement Date
without any further liability or obligation to Licensor by delivery of written notice of termination to
Licensor as set forth in Section 13, Termination
7. Ongoing Access to Premises
(a) Throughout the Term and any Renewal Term of this License Agreement,
Licensee shall have the right of access without escort to the Premises for its employees and agents
twenty -four (24) hours a day, seven (7) days per week, at no additional charge to Licensee. In exercising
its right of access to the Premises herein, Licensee agrees to cooperate with any reasonable security
Site No.: LA5347B Page 3 of 15
Site Address: 7933 Emerson Pl., Rosemead, CA 91770
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procedures utilized by Licensor at Licensor's Real Property and further agrees not to unduly disturb or
interfere with the business or other activities of Licensor or of other tenants or occupants of Licensor's
Real Property. Licensor shall maintain all existing access roadways or driveways extending from the
nearest public roadway to the Premises in a manner sufficient to allow for Licensee's access to the
Premises. Licensor shall be responsible for maintaining and repairing such roadways and driveways at
Licensor's sole expense, except for any damage caused by Licensee's use of such roadways or driveways.
If Licensee causes any such damage, Licensee shall promptly repair the same at its sole expense. Except
those constructed by Licensee, Licensor, not Licensee, shall be responsible for the maintenance and
compliance with laws of all towers and structures located on the Premises, including compliance with Part
17 of the Federal Communications Commission's ( "FCC ") rules.
(b) Licensor hereby acknowledges that certain safety precautions must be taken
when working in and around Licensee's tower based communications equipment located on the
light standard, and Licensor is solely responsible for compliance with all federal, state and local
laws, rules and regulations regarding working on the light standards and around equipment that is
emitting radio frequency transmissions. Licensor hereby represents and warrants that prior to
commencing any work on the light standard on which Licensee's equipment is installed, Licensor
will first notify Licensee and coordinate a mutually acceptable time for such work to take place, so
that Licensee may turn down the power to and /or transmissions emanating from its equipment to
industry acceptable safe standards.
8. Licensee's Work, Maintenance and Repairs All of Licensee's construction and
installation work at the Premises shall be performed at Licensee's sole cost and expense and in a good and
workmanlike manner. Licensee shall submit copies of the site plan and specifications to the Licensor for
prior approval, which approval will not be unreasonably withheld, conditioned or delayed. Licensor shall
give such approval or provide Licensee with its requests for changes in such plan or specifications within
five (5) business days of Licensor's receipt of Licensee's plans. If Licensor does not provide such
approval or request for changes within such five (5) business day period, Licensor shall be deemed to
have approved the plans and specifications. Licensor shall not be entitled to receive any additional
consideration in exchange for giving its approval of Licensee's plans and specifications. Licensee shall
maintain Licensee's Facilities and the Premises in neat and safe condition in compliance with all
applicable codes and governmental regulations. Licensee shall not be required to make any repairs to the
Premises except for damages to the Premises caused by Licensee, its employees, agents, contractors or
subcontractors. Upon the expiration, cancellation or termination of this License Agreement, Licensee
shall surrender the Premises in good condition, less ordinary wear and tear and may, at Licensee's option
remove Licensee's Facilities, provided however, in no event shall Licensee be required to remove any
foundation supports for Licensee's Facilities or conduits which have been installed by Licensee.
9. Title to Licensee's Facilities Title to Licensee's Facilities and any equipment placed
on the Premises by Licensee shall be held by and remain with Licensee. All of Licensee's Facilities shall
remain the property of Licensee and are not fixtures. Licensee has the right to remove all Licensee's
Facilities at its sole expense on or before the expiration or termination of this License Agreement.
Licensor 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, Licensor (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,
Site No.: LA5347B Page 4 of 15
Site Address: 7933 Emerson Pl., Rosemead, CA 91770
EXECUTION COPY — 01/20/11
sale, levy, attachment, or distress for any Rent due or to become due and that such Collateral may be
removed at any time without recourse to legal proceedings.
10. Utilities Licensee shall have the right to install utilities, at Licensee's expense, and to
improve the present utilities on or near the Premises (including, but not limited to the installation of
emergency back -up power). Subject to Licensor's approval of the location, which approval shall not be
unreasonably withheld, conditioned, or delayed, Licensee shall have the right to place utilities on (or to
bring utilities across) Licensor's Real Property in order to service the Premises and Licensee's Facilities.
Upon Licensee's request, Licensor shall execute recordable easement(s) evidencing this right. Licensee
shall fully and promptly pay for all utilities furnished to the Premises for the use, operation and
maintenance of Licensee's Facilities. Upon Licensee's request, Licensor shall allow Licensee to install
sub - metering equipment on existing Licensor utility service(s). Licensee agrees to install, at Licensee's
cost, the required equipment, meters and connections and will reimburse Licensor for Licensee's use of
utilities at a rate equal to Licensor's unit cost for the utilities. Licensee shall pay the cost of utility service
provided to the Premises and attributable to Licensee's use ( "Utility Charge "). Licensee shall pay the
estimated cost of the Utility Charge monthly in advance. The parties estimate the Utility Charge at the
commencement of Licensee's use of such utilities to be Three Hundred Dollars ($300.00) per month.
During the term of this License Agreement, at Licensor's request (which request shall not be more
frequent than once every twelve (12) months), Licensee shall calculate the actual Utility Charge for the
immediately preceding twelve (12) months based on the readings from the privately installed sub -meter at
Licensor's property. If the actual Utility Charge varies from the estimated Utility Charges paid, the
parties shall promptly reconcile past payments of utility charges and adjust future estimates of the Utility
Charge to reflect Licensee's actual usage.
11. Interference with Communications Licensee's Facilities and operations shall not
interfere with the communications configurations, frequencies or operating equipment which exist on
Licensor's Real Property on the effective date of this License Agreement ( "Pre- existing
Communications "), and Licensee's Facilities and operations shall comply with all non - interference rules
of the FCC ". Upon written notice from Licensor of apparent interference by Licensee with Pre- existing
Communications, Licensee shall have the responsibility to promptly terminate such interference or
demonstrate to Licensor with competent information that the apparent interference in fact is not caused by
Licensee's Facilities or operations. Licensor shall not, nor shall Licensor permit any other tenant or
occupant of any portion of Licensor's Real Property to, engage in any activities or operations which
interfere with the communications operations of Licensee described in Section 2, above. Such
interference with Licensee's communications operations shall be deemed a material breach by Licensor,
and Licensor 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 License Agreement immediately upon notice to Licensor. If
Licensee is required to bring such an action, Licensor shall be obligated to pay Licensee's reasonable
attorney's fees and expenses. Licensor agrees to incorporate equivalent provisions regarding non-
interference with Pre - existing Communications into any subsequent Licenses, licenses or rental
agreements with other persons or entities for any portions of Licensor's Real Property.
12. Taxes. Licensee shall pay personal property taxes assessed against Licensee's
Facilities, and Licensor shall pay when due all real property taxes and all other taxes, fees and
assessments attributable to the Premises and this License Agreement.
Site No.: LA5347B Page 5 of 15
Site Address: 7933 Emerson Pl., Rosemead, CA 91770
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13. Termination This License Agreement may be terminated by Licensee in its sole
discretion effective immediately without further liability by delivery of written notice thereof to Licensor
prior to the Commencement Date for any reason resulting from Licensee's Due Diligence, or if a title
report obtained by Licensee for Licensor's Real Property shows any defects of title or any liens or
encumbrances which may adversely affect Licensee's use of the Premises for Licensee's intended use, or
for any other or no reason. This License Agreement may be terminated without further liability on thirty
(30) days prior written notice as follows: (i) by either party upon a default of any covenant, condition, or
term hereof by the other party, which default is not cured within sixty (60) days of receipt of written
notice of default; (ii) by Licensee if it does not obtain licenses, permits or other approvals necessary to the
construction or operation of Licensee's Facilities ( " Permits "), is unable to obtain such Permits without
conditions which, in Licensee's sole discretion, are not standard or typical for premises where wireless
communications facilities are located or is unable to maintain such licenses, permits or approvals despite
reasonable efforts to do so; (iii) by Licensee if Licensee is unable to occupy or utilize the Premises due to
ruling or directive of the FCC or other governmental or regulatory agency, including, but not limited to, a
take back of frequencies; or (iv) by Licensee in its sole discretion if Licensee determines that the Premises
are not appropriate or suitable for its operations for economic, environmental or technological reasons,
including, without limitation, signal strength or interference. Other than as stated herein, Licensor shall
not have the right to terminate, revoke or cancel this License Agreement.
14. Destruction of Premises If the Premises or Licensor's Property is destroyed or
damaged through no fault or negligence of Licensee such that, in Licensee's judgment, Licensee's
effective use of Licensor's Property for the ongoing operation of a wireless communications site is
substantially hindered, Licensee may elect to terminate this License Agreement without further liability of
Licensee as of the date of the damage or destruction by so notifying Licensor no more than thirty (30)
days following the date of damage or destruction. In such event, all rights and obligations of the parties
which do not survive the termination of this License Agreement shall cease as of the date of the damage
or destruction.
15. Condemnation If a condemning authority takes all of Licensor's Real Property, or a
portion which in Licensee's sole discretion is sufficient to render the Premises unsuitable for Licensee's
ongoing operation of a wireless communications site, then this License Agreement shall terminate without
further liability of Licensee as of the date when possession is delivered to the condemning authority. In
any condemnation proceeding each party shall be entitled to make a claim against the condemning
authority for just compensation recoverable under applicable condemnation law. Sale of all or part of the
Premises to a purchaser with the power of eminent domain in the face of the exercise of its power of
eminent domain shall be treated as a taking by a condemning authority.
16. Insurance Licensee shall maintain the following insurance: (1) Commercial General
Liability with limits of One Million Dollars ($1,000,000.00) per occurrence, (2) Automobile Liability
with a combined single limit of One Million Dollars ($1,000,000.00) per accident, (3) Workers
Compensation as required by law, and (4) Employer's Liability with limits of One Million Dollars
($1,000,000.00) per occurrence. Licensor, at Licensee's sole cost and expense, shall procure and maintain
on the Property, bodily injury and property damage insurance with a combined single limit of at least One
Million Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis,
against liability of Licensor, its employees and agents arising out of or in connection with Licensee's use,
occupancy and maintenance of the Property. Each party shall be named as an additional insured on the
other's policy. Each party shall provide to the other a certificate of insurance evidencing the coverage
required by this paragraph within thirty (30) days of the Commencement Date. Each party waives any
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Site Address: 7933 Emerson PI., Rosemead, CA 91770
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rights of recovery against the other for injury or loss due to hazards covered by their property insurance,
and each party shall require such insurance policies to contain a waiver of recovery against the other.
17. Assignments or Transfers Licensor may assign or transfer this License Agreement to
any person or entity without any requirement for prior approval by Licensee, provided that such assignee
or transferee agrees in writing to fulfill the duties and obligations of the Licensor in said License
Agreement, including the obligation to respect Licensee's rights to nondisturbance and quiet enjoyment of
the Premises during the remainder of the Term and any Renewal Tenn hereof. Licensee may assign or
transfer this License Agreement without prior approval by Licensor to any of Licensee's partners,
shareholders, members, subsidiaries, or affiliates, to any entity in which Licensee or any of its affiliates
holds an ownership interest, or to a person or entity acquiring by purchase, merger or operation of law a
majority of the value of the assets of Licensee or to any entity whose business is the ownership of
telecommunication towers. Licensee shall not assign or transfer this License Agreement to any other
person or entity without the prior written approval of Licensor, which approval shall not be unreasonably
withheld, conditioned, or delayed. 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.
18. Sub - licenses Licensee in its sole discretion shall have the right, with the consent of
Licensor (which consent shall not be unreasonably withheld, conditioned or delayed), to sub - license all or
a portion of the Premises and the Licensee's Facilities to others whose business includes the provision of
wireless communications services. Licensee's sub- licensee(s) shall be entitled to modify the Licensee's
Facilities and to erect additional improvements on the Premises, including but not limited to antennas,
dishes, cabling, additional storage buildings or equipment shelters as are reasonably required for the
operation and maintenance of the communications equipment to be installed on the Premises by said sub -
licensee(s). Any such modification shall comply with all laws governing wireless communications
facilities, including but notwithstanding the City of Rosemead's Municipal Code. Licensee's sub -
licensee(s) shall be entitled to all rights of ingress and egress to the Premises and the right to install
utilities on the Premises as if said sub - licensee were the Licensee under this License Agreement.
19. Nondisturbance and Quiet Enioyment; Subordination; Estoppel Certificates
(a) So long as Licensee is not in default under this License Agreement, Licensee
shall be entitled to quiet enjoyment of the Premises during the term of this License Agreement or any
Renewal Term, and Licensee shall not be disturbed in its occupancy and use of the Premises.
(b) This License Agreement shall be subordinate to each and every deed of trust,
mortgage or other security instrument which may now or hereafter affect Licensor's Real Property and to
any renewals, extensions, supplements, amendments, modifications or replacements thereof In
confirmation of such subordination, Licensee shall execute and deliver promptly any certificate of
subordination that Licensor may reasonably request, provided that such certificate acknowledges that this
License Agreement remains in full force and effect, recognizes Licensee's right to nondisturbance and
quiet enjoyment of the Premises so long as Licensee is not in default under this License Agreement, only
contains true and accurate statements and Licensee's liability shall be capped at the remaining rent under
this License Agreement. If any mortgagee or lender succeeds to Licensor's interest in Licensor's Real
Site No.: LA5347B Page 7 of 15
Site Address: 7933 Emerson Pl., Rosemead, CA 91770
EXECUTION COPY — 01 /20/11
Property through a foreclosure proceeding or by a deed in lieu of foreclosure, Licensee shall attorn to and
recognize such successor as Licensor under this License Agreement.
(c) At any time upon not less than ten (10) days' prior written notice by Licensor,
Licensee shall execute, acknowledge and deliver to Licensor or any other party specified by Licensor, a
statement in writing certifying that this License Agreement is in full force and effect, if true, and the
status of any continuing defaults under this License Agreement.
20. Indemnifications
(a) Licensee's Indemnity Licensee hereby agrees to indemnify and hold Licensor
and Licensor's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors
harmless 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 Licensee's use, operation, maintenance or repair of Licensee's Facilities at the Premises
or access over Licensor's Real Property or Licensee's shared use of Licensor's easements for access to
the Premises, except those resulting from the negligence or willful misconduct of Licensor or Licensor's
officers, directors, partners, shareholders, employees, agents, contractors or subcontractors.
(b) Licensor's Indemnity Licensor hereby agrees to indemnify and hold Licensee
and Licensee's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors
harmless 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 Licensor's use, operation, maintenance or repair of improvements on Licensor's Real
Property, the use of Licensor's Real Property by other tenants or licensees of Licensor, Licensor's shared
use of easements for access to Licensor's Real Property, any violation of governmental regulations
relating to the Premises and any towers used by Licensee (including the lighting or painting for aviation
pathways), except those resulting from the negligence or willful misconduct of Licensee or Licensee's
officers, directors, partners, shareholders, employees, agents, contractors or subcontractors.
(c) Special Damages. Notwithstanding any other provision of this License
Agreement, neither party shall be liable to the other for consequential damages, damages for lost profits,
exemplary or punitive damages or other special damages , whether in tort, contract or equity.
(d) Survival of Indemnity Provisions The indemnity provisions of this section
shall survive the expiration, cancellation or expiration of this License Agreement for a period of one (1)
year and any claims for indemnification under this Section 20 shall be brought within that period.
21. Hazardous Material Licensee agrees that it will not use, generate, store or dispose of
any Hazardous Material (as defined below) on, under, about or within the Licensor's Real Property in
violation of any law or regulation. Licensor represents, warrants and agrees (1) that neither Licensor nor,
to Licenser's knowledge, any third party has used, generated, stored or disposed of, or permitted the use,
generation, storage or disposal of, any Hazardous Material (defined below) on, under, about or within
Licensor's Real Property in violation of any law or regulation, and (2) that Licensor will not, and will not
permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or
within Licensor's Real Property in violation of any law or regulation. Licensor and Licensee each agree
to defend, indemnify and hold harmless the other and the other's 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, warranty or agreement contained in this paragraph. As
Site No.: LA5347B Page 8 of 15
Site Address: 7933 Emerson Pl., Rosemead, CA 91770
EXECUTION COPY— 01/20/11
used in this paragraph, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos,
any substance known by the state in which Licensor's Real Property is located to cause cancer and/or
reproductive toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic or
dangerous in any applicable federal, state or local law or regulation. This paragraph shall survive the
termination of this Agreement.
22. Notices and Deliveries Any notice or demand required to be given herein shall be made
by certified or registered mail, return receipt requested, confirmed fax, or reliable overnight delivery
service to the address of the respective parties set forth below:
Licensor: City of Rosemead
8838 E Valley Boulevard
Rosemead, CA 91770
Attn: City Manager
Telephone: 626 - 569 -2106
Facsimile: 626 - 307 -9218
Federal Taxpayer ID Number: 95- 2079994
Licensee: MetroPCS Networks California, LLC
350 Commerce
Suite 200
Irvine, CA 92602 -1302
Attn: Property Manager
With a copy to: MetroPCS Networks California, LLC
2250 Lakeside Blvd.
Richardson, TX 75082
Attn: Property Manager
Telephone: 214- 265 -2550
Facsimile: 866- 457 -4126
Licensor or Licensee may from time to time designate any other address for notices or deliveries by
written notice to the other party.
23. Miscellaneous
(a) Severability If any provision of this License Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction with respect to any party, the remainder of this License
Agreement or the application of such provision to persons other than those as to whom it is held invalid or
unenforceable shall not be affected, each provision of this License Agreement shall be valid and
enforceable to the fullest extent permitted by law, and the parties shall negotiate in good faith to amend
this License Agreement to retain the economic effect of the invalid or unenforceable provisions.
(b) Binding Effect Each party represents and warrants that said party has full
power and authority, and the person(s) executing this License Agreement have full power and authority,
to execute and deliver this License Agreement, and that this License Agreement constitutes a valid and
binding obligation of each party, enforceable in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditor's rights generally and by general equitable principles (whether enforcement is
Site No.: LA5347B Page 9 of 15
Site Address: 7933 Emerson PI., Rosemead, CA 91770
EXECUTION COPY — 01/20/11
sought in proceedings in equity or at law). This License Agreement shall be binding on and inure to the
benefit of the successors and permitted assignees of the respective parties.
(c) Waivers No provision of this License Agreement shall be deemed to have been
waived by a party unless the waiver is in writing and signed by the party against whom enforcement of
the waiver is attempted. No custom or practice which may develop between the parties in the
implementation or administration of the terms of this License Agreement shall be construed to waive or
lessen any right to insist upon strict performance of the terms of this License Agreement.
(d) Governing Law This License shall be governed by and construed in
accordance with the laws of the State in which the Premises are located, excluding principles of conflicts
of law.
(e) Attorneys' Fees and Costs The prevailing party in any legal claim arising
hereunder shall be entitled to its reasonable attorneys' fees and costs and court costs.
(f) Survival Terms and conditions of this License Agreement which by their sense
and context survive the termination, cancellation or expiration of this License Agreement will so survive.
(g) Memorandum of Agreement Licensor acknowledges that a Memorandum of
Agreement substantially in the form annexed hereto as Exhibit C will be recorded by Licensee in the
Official Records of the County where the Property is located.
(h) Entire Agreement; Amendments This License Agreement constitutes the
entire agreement and understanding between the parties regarding Licensee's license of the Premises and
supersedes all prior and contemporaneous offers, negotiations and other agreements concerning the
subject matter contained herein. There are no representations or understandings of any kind not set forth
herein. Any amendments to this License Agreement must be in writing and executed by duly authorized
representatives of both parties.
(i) No Presumptions Regarding Preparation of License Agreement The parties
acknowledge and agree that each of the parties has been represented by counsel or has had full
opportunity to consult with counsel and that each of the parties has participated in the negotiation and
drafting of this License Agreement. Accordingly it is the intention and agreement of the parties that the
language, terms and conditions of this License Agreement are not to be construed in any way against or in
favor of any party hereto by reason of the roles and responsibilities of the parties or their counsel in
connection with the preparation of this License Agreement.
[SIGNATURE PAGE FOLLOWS]
Site No.: LA5347B Page 10 of 15
Site Address: 7933 Emerson Pl., Rosemead, CA 91770
EXECUTION COPY — 01/20/11
IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed by their
duly authorized representatives on the dates set forth below and acknowledge that this License
Agreement is effective as of the date first above written.
LICENSOR:
City of Rosemead, a Municipal Corporation
By:
(Signature)
Print Name:
Title:
Date:
By:
(Signature)
Print Name:
Title:
Date:
LICENSEE:
MetroPCS Networks California, LLC (f /k/a Royal
Street Communications California LLC), a Delaware
limited liability company A
By: ' I w--A-X—
(Si 6 ature)
Print Name:
Title:
Date: Z o t
Site No.: LA5347B Page 1 I of 15
Site Address: 7933 Emerson PI., Rosemead, CA 91770
EXECUTION COPY - 01/20/11
EXHIBIT A
DESCRIPTION OF LICENSOR'S REAL PROPERTY
to the License Agreement dated 201_, by and between the City of
Rosemead, a Municipal Corporation, as Licensor, and MetroPCS Networks California, LLC, a Delaware
limited liability company, as Licensee.
Licensor's Real Property of which Premises are a part is described as follows:
All that certain real property situated in the County of Los Angeles, State of
California, described as follows:
Lot 83, Lands of the San Gabriel Improvement Company, in the City of
Rosemead, County of Los Angeles, State of California, as shown on map recorded
in Book 54, Pages 71 and 72 of Miscellaneous Records, in the Office of the
County Recorder of said County.
Assessors Parcel Number: 5287 -021 -900
Site No.: LA5347B Page 12 of 15
Site Address: 7933 Emerson PI., Rosemead, CA 91770
EXECUTION COPY — 01/20/11
EXHIBIT B
DESCRIPTION OF PREMISES
to the License Agreement dated 201, by and between the City of
Rosemead, a Municipal Corporation, as Licensor, and MetroPCS Networks California, LLC, a Delaware
limited liability company, as Licensee.
The Premises consist of those specific areas described /shown below or attached where Licensee's
communications antennae, equipment and cables occupy Licensor's Real Property. The Premises and the
associated utility connections and access, including easements, ingress, egress, dimensions, and locations
as described /shown, are approximate only and may be adjusted or changed by Licensee at the time of
construction to reasonably accommodate sound engineering criteria and the physical features of
Licensor's Real Property.
(A final drawing or copy of a property survey or site plan depicting the above
shall replace this Exhibit B when initialed by Licensor or Licensor's designated agent
and may be modified from time to time when initialed by both Licensor and Licensee)
Site No.: LA5347B Page 13 of 15
Site Address: 7933 Emerson PI., Rosemead, CA 91770
EXECUTION COPY — 01/20/11
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EXHIBIT C
MEMORANDUM OF AGREEMENT
CLERK: Please return this document to: MetroPCS Networks California, LLC
350 Commerce, Suite 200
Irvine, CA 92602 -1302
Arm.: Property Manager
This Memorandum of Agreement is entered into on this _ day of by
and between the City of Rosemead, a Municipal Corporation, with an office at 8838 E. Valley BI., Rosemead, CA
91770 (hereinafter referred to as "Licensor "), and MetroPCS Networks California, LLC (f/k/a Royal Street
Communications California, LLC), a Delaware limited liability company, with an office at 350 Commerce, Suite
200, Irvine, CA 92602 -1302 (hereinafter referred to as "Licensee ").
Licensor and Licensee entered into a Communications Site License Agreement [ "Agreement"] on the
_ day of I , for the purpose of installing, operating and
maintaining a communications facility and other improvements. All of the foregoing is set forth in the
Agreement.
2. The to „n of the Agreement is for five (5) years commencing on the date Licensee begins construction of
Licensee's Facilities, or 12 months from the last date of execution by a party, whichever first occurs
( "Commencement Date ") and terminating on the fifth anniversary of the Commencement Date, with
three (3) successive five (5) year options to renew.
The land which is the subject of the Agreement is described in Exhibit A annexed hereto.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and year
first above written.
LICENSOR:
LICENSEE:
City of Rosemead, a Municipal Corporation MetroPCS Networks California, LLC (M-Ja Royal
( Street Comm cationsFalifornia, LLC), a Delaware
�- limited abn]it c m )an =
By. By.
Name: }} t t Nariie: )
Title: ! ( ��f F Te:�` E
Date: Date:
By:
Name:
Title:
Date:
Site No.: LA5347B Page 14 of 15
Site Address: 7933 Emerson Pl., Rosemead, CA 91770
EXECUTION COPY - 01/20/11
State of California
County of
On
before me, Notary Public personally appeared
who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within
instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized
capacity(ies), and that by his/her /their signatures) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
State of California
County of
On
before me, Notary Public personally appeared
who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within
instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized
capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
Site No.: LA5347B Page 15 of 15
Site Address: 7933 Emerson PI., Rosemead, CA 91770
EXECUTION COPY — 01/20/11