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HomeMy WebLinkAbout2019-11-19; City Council; ; Master License Agreement with Common Networks, Inc. to allow the use of city-owned properties to install and operate affordable wireless highspeed internet service for reCA Review R/Z @ CITY COUNCIL Staff Report Meeting Date To: From: Staff Contact: Subject Nov. 19,2019 Mayor and City Council Scott Chadwick, City Manager Curtis M. Jackson, Real Estate Manager Curtis.jackson@carlsbadca.gov or 760-434-2836 Master License Agreement with Common Networks, Inc. to allow the use of city-owned properties to install and operate affordable wireless high- speed internet service for residential customers. Recommended Action Adopt a Resolution authorizing a Master License Agreement (MLA) with Common Networks, Inc. (Common) to allow the use of city-owned properties to install and operate affordable high- speed wireless internet service facilities, and authorizing the city manager to act on behalf of the city in all future decisions and actions necessary to implement the MLA. Executive Summary Common, a provider of wireless high-speed residential internet services, desires to enter into a MLA to install, maintain, and operate affordable wireless high-speed internet service facilities (Facilities) located on city rooftops, water tanks and light standards. Individual Site Licenses shall be negotiated depending on the location of the Facilities, and are anticipated to have five year terms. The proposed annual license fee will be determined based on the location of each individual site license. However, the city anticipates annual revenue between $116,000 and $183,000 depending on market demand for the Facilities. City of Carlsbad Ordinances do not provide authority to the city manager to approve and execute license agreements. This action by City Council will approve the MLA as to form and grant authority to the city manager to execute the MLA and act on behalf of the city in future decisions and action necessary to implement the MLA. Discussion Common, a technology company based in San Francisco, has developed an innovative solution to deliver high-speed internet service via wireless connections, with a network that relies on rooftops with wide visibility, which can be used to create a high-speed broadband network. Since forming in 2016, Common has expanded to provide services in the Alameda, Oakland, San Leandro, Santa Clara, San Jose, and Sunnyvale markets with the mission that "everyone should have access to high-speed internet" at an affordable price. Nov. 19, 2019 Item #3 Page 1 of 59 Recognizing the market potential in the City of Carlsbad, Common expressed an interest in utilizing city infrastructure to expand its services to Carlsbad residents, thereby providing residents more choices related to internet service providers, and with the goal of providing access to high-speed internet to underserved communities within the city. The proposed MLA with Common is the first MLA the city is considering entering into with a provider of high-speed wireless internet service. The MLA allows the city the flexibility to enter into individual licenses with Common for each individual location, depending on market demand. Under the MLA, prior to the installation of any equipment on a city facility, Common must enter into a separate site license agreement (Site License) specific to each location and obtain all applicable regulatory permits from the city or other agencies. Each Site License will constitute an amendment to the MLA, designating and identifying the individual city location and Facilities installed on the city-owned property. The city reserves its right to terminate any Site License that threatens public health and safety, constitutes a nuisance, or interferes with the city's municipal functions, as well as a bi-lateral 180-day termination provision without cause, without voiding the entire MLA. The MLA shall have an initial term of 16 months for Common to enter into an individual Site License. Site Licenses shall be negotiated depending on the location of the Facilities, and are anticipated to have five year terms. The MLA shall terminate following the expiration or early termination of all Site Licenses. Common's Facilities Common's Facilities typically consist of 8" wide sector antennas/radios and 30" wide backhaul antennas/radios mounted on the roof of city properties (Exhibit 2). Each Facility weighs approximately 200-500 pounds (including cinder block weights) and is between 8'-12' tall from the roof. Facilities will be remotely operated and monitored by Common. Each Facility located on a city-owned property typically will use a 5' by 5' non-penetrating sled mount secured by cinder blocks and tie into city power via a 120v outlet. Each Facility has the capability to provide internet service to that property and also wirelessly connects to a corresponding but smaller antenna located on a residential rooftop that provides the resident's internet services. The residential antennas must have an uninterrupted sightline to the Facility located on city-owned property, and will be either a 5" circle (the size of a dessert plate), a 7.5" circle (the size of a salad plate), or a 10" by 14" rectangle (the size of an average laptop). The size ofthe residential antenna will depend on various circumstances at each residential location. City Council Policy No. 64 Considerations Common's Facilities are not subject to City Council Policy No. 64 because their equipment is covered under the Federal Communications Commission (FCC) Over-the-Air-Reception Devices (OTARD) regulations. OTARD regulations protect a property owner or tenant's right to install, maintain or use an antenna to receive video programming from direct broadcast satellites, broadband radio services and television broadcast stations so long as the satellite dish or radio is Nov. 19, 2019 Item #3 Page 2 of 59 under one meter in diameter and used to provide internet services to the Facility they are deployed on. Further, Policy No. 64 is restricted to Wireless Communication Facilities. On June 11, 2018, the FCC's "Restoring Internet Freedom Order'' took effect, which determined that Broadband Internet Access Services {BIAS) are not to be considered telecommunications services. The FCC defines "wireless communication facilities" as providing "telecommunication services," and Common does not provide cellular or telecommunication services. Common may still be required to obtain building permits to locate their Facilities on city-owned facilities. Digital Inclusion Common's mission of providing high-speed internet services to underserved communities, as well as providing consumer choice for resident's internet services helps to bridge the digital inclusion/divide. This has the benefit of connecting people and things through the internet via affordable high-speed internet in ways that has the potential to increase economic development, education, and health benefits for Carlsbad residents. City-Owned Facilities Common has requested to operate their Facilities on rooftops, water tanks and light standards located on city-owned property. Common and the city have identified an initial list of 19 city owned properties where Common may install their Facilities (Exhibit 3). Fiscal Analysis Under the proposed MLA, the city will receive from Common a monthly license fee between $650 to $1,025 per Facility/Site License. The city and Common have identified an initial list of 19 city owned properties for the installation of their Facilities. Common will cover all installation, ongoing maintenance and electricity costs and will pay a monthly fee for each Site License that ranges from $650 to $1,025 based on viewshed of the surrounding neighborhood. Total revenue to the city is expected to range between $116,000 to $183,000 per year depending on the number of Site Licenses entered into each year. It is anticipated that each initial Site License term will be five years. The city will also recover from Common a one-time $8,000 administrative fee to cover the city's costs for reviewing and executing the MLA. Revenue over the initial five-year term is estimated to be between $580,000 and $915,000 based on the number of Facilities utilized. Next Steps Once the MLA is approved, Common will be required to obtain the necessary individual Site Licenses for each new location. Nov. 19, 2019 Item #3 Page 3 of 59 Environmental Evaluation (CEQA} The proposed action is exempt from the California Environmental Quality Act {CEQA) per State CEQA guidelines 15301-Existing Facilities. Section 15301 exempts the leasing of property involving negligible or no expansion of use beyond that existing at the time of the agency's determination. Public Notification This item was noticed in accordance with the Ralph M. Brown Act and was available for viewing at least 72 hours prior to the meeting date. Exhibits 1. City Council Resolution 2. Common Networks Tower Installation Overview 3. City-Owned Facilities List Nov. 19, 2019 Item #3 Page 4 of 59 RESOLUTION NO. 2019-232 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, AUTHORIZING A MASTER LICENSE AGREEMENT WITH COMMON NETWORKS, INC TO ALLOW THE USE OF CITY-OWNED PROPERTIES TO INSTALL AND OPERATE AFFORDABLE HIGH-SPEED WIRELESS INTERNET SERVICE FACILITIES, AND AUTHORIZING THE CITY MANAGER TO ACT ON BEHALF OF THE CITY IN ALL FUTURE DECISIONS AND ACTIONS NECESSARY TO IMPLEMENT THE MASTER LICENSE AGREEMENT WHEREAS, Common Networks, Inc. (Common) operates as a provider of wireless high-speed internet services; and WHEREAS, Common desires to enter into a Master License Agreement (MLA) with the City of Carlsbad for use of city owned facilities over the next five years; and WHEREAS, the MLA is for a term of one-year with individual site license agreements up to five- years, and Common may request extensions on the same terms and conditions of the MLA; and WHEREAS, pursuant to the MLA, Common will be required to enter into individual Site License Agreements (Site License) for use of each individual city facility throughout the city; and WHEREAS, the fee for each Site License is between $7,800 and $12,600 per year based on viewshed of the surrounding neighborhood; and WHEREAS, as additional compensation, Common will provide a complimentary internet subscription at desired city locations for the duration of the agreement to provide connectivity for Smart City applications; and WHEREAS, in order to fully implement the MLA and Site License Agreements, numerous actions must be taken and various documents must be executed; and WHEREAS, many of the actions and document executions necessary to fully implement the MLA are extremely time sensitive, and as such it would be beneficial and more expedient for the City Council Nov. 19, 2019 Item #3 Page 5 of 59 to authorize the city manager, or his designee, to act on behalf of the city in all future decisions and actions necessary to implement the MLA. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the mayor is authorized and directed to execute the Master License Agreement, which is attached hereto as Attachment A. 3. That the city manager, or his designee, is hereby authorized to act on behalf of the City of Carlsbad in all future decisions and actions necessary to implement the Master License Agreement with Common Networks, Inc. for use of city facilities located throughout the city, and to do so in full compliance with the terms and conditions expressed in the aforementioned Master License Agreement and to the satisfaction of the city attorney. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 19th day of November 2019, by the following vote, to wit: AYES: Hall, Blackburn, Bhat-Patel, Schumacher. NAYS: None. ABSENT: None. ATTEST: Nov. 19, 2019 Item #3 Page 6 of 59 MASTER LICENSE FOR WIRELESS FACILITIES LOCATED ON CITY REAL PROPERTY between THE CITY OF CARLSBAD, A CALIFORNIA MUNICIPAL CORPORATION 620\3271095.4 and COMMON NETWORKS, INC., A DELWARE CORPORATION EFFECTIVE DATE: [12/19/19] Nov. 19, 2019 Item #3 Page 7 of 59 TABLE OF CONTENTS BACKGROUND ................................................................................................................ 1 AGREEMENT ................................................................................................................... 1 1. DEFINITIONS ............................................................................................................ 1 2. LICENSE AREA ........................................................................................................ 4 2.1. Master License and Site Licenses. . .................................................................. 5 2.2 Grant and Scope ................................................................................................. 5 2.3. License Area Condition ....................................................................................... 5 2.4. Certified Access Specialist Disclosure ................................................................ 6 2.5. No Right to Record .............................................................................................. 6 3. USE ........................................................................................................................... 6 3.1. Permitted Use; Equipment .................................................................................. 6 3.2. Prohibited Uses ................................................................................................... 6 3.3. Access ................................................................................................................. 7 3.3.1. Licensee Access ........................................................................................... 7 3.3.2. Entry and Inspection ..................................................................................... 8 3.4. Utilities; Electricity ............................................................................................... 8 3.5. Tests and Surveys .............................................................................................. 9 3.6. Modifications; Alterations .................................................................................... 9 3.7. Equipment Removal; Replacements; Routine Maintenance ............................... 9 3.8. Construction and Installation Activities ................................................................ 9 3.8.1. Structural Review .......................................................................................... 9 3.8.2. Performance Standards .............................................................................. 10 3.8.3. Licensee's Contractors ............................................................................... 10 3.8.4. Labor and Material Costs ........................................................................... 10 3.8.5. Coordination; Supervision .......................................................................... 10 3.8.6. Intentionally Omitted ................................................................................... 10 3.8. 7. Intentionally Omitted ................................................................................... 11 3.9. Mineral and Water Rights .................................................................................. 11 3.9.1. General ....................................................................................................... 11 3.9.2. Mineral Rights ............................................................................................. 11 3.9.3. Notice .......................................................................................................... 12 4. TERM ...................................................................................................................... 12 620\3271095.4 Nov. 19, 2019 Item #3 Page 8 of 59 4.1. Master License .................................................................................................. 12 4.2. SiteLicense ....................................................................................................... 12 4.3. Holdover Term ................................................................................................... 12 5. LICENSE FEE; OTHER PAYMENTS TO THE DISTRICT ...................................... 13 5.1. Base License Fee ............................................................................................. 13 5.2. Annual Adjustments .......................................................................................... 13 5.3. Renewal Term Adjustments .............................................................................. 13 5.4. Late Charges ..................................................................................................... 14 5.5. Interest .............................................................................................................. 14 5.6. Administrative Fees ........................................................................................... 14 5.7. Intentionally Omitted ......................................................................................... 15 5.8. Payment Procedures ......................................................................................... 15 6. GOVERNMENTAL APPROVALS ........................................................................... 15 6.1. Proprietary Capacity Acknowledgment ............................................................. 15 6.2. Permits and Other Governmental Approvals .................................................... 16 7. MAINTENANCE ...................................................................................................... 16 7 .1. Licensee's Maintenance Obligations ................................................................. 16 7.2. City's Maintenance Obligations ......................................................................... 17 8. INTERFERENCE .................................................................................................... 17 8.1. Licensee's Interference Obligations .................................................................. 17 8.2. City's Interference Obligations .......................................................................... 17 8.3. City's Governmental Communications .............................................................. 18 9. TAXES ..................................................................................................................... 18 9.1. Title to Licensee's Equipment and Improvements ............................................ 18 9.2. Possessory Interest Taxes ................................................................................ 18 9.3. Licensee's Tax and Assessment Obligations .................................................... 19 9.4. Licensee's Right to Contest Taxes or Assessments ......................................... 19 10. LIENS ................................................................................................................... 19 11. INDEMNIFICATION .............................................................................................. 19 11.1. Licensee's General Indemnification Obligations ............................................ 19 11.2. Licensee's Indemnification for Personnel lnjuries .......................................... 20 11.3. Licensee's Defense of the City ...................................................................... 20 12. ENVIRONMENTAL PROVISIONS ....................................................................... 21 12.1. Licensee's General Environmental Obligations ............................................. 21 ii 620\3271095.4 Nov. 19, 2019 Item #3 Page 9 of 59 12 .2. Hazardous Substances .................................................................................. 21 12.3. Licensee's Response to Hazardous Substance Release .............................. 21 12.4. SelfHelp ........................................................................................................ 21 12.5. Licensee's Environmental Indemnification Obligations .................................. 22 12.6. Licensee's Liability for Hazardous Substance Release ................................. 22 13. INSURANCE ........................................................................................................ 23 13.1. Licensee's Insurance Obligations .................................................................. 23 13.1.1. Required Endorsements .......................................................................... 23 13.1.2. Claims-Made Policies .............................................................................. 23 13.1.3. General Aggregate Limit ......................................................................... 24 13.1.4. Insurer Qualifications ............................................................................... 24 13.1.5. Certificates; Effective Dates .................................................................... 24 13.1.6. Self-Insurance ......................................................................................... 24 13.2. Contractors' Bonds lnsurance ........................................................................ 24 13.3. No Limitation on Indemnification Obligations ................................................. 25 13.4. Intentionally Omitted ...................................................................................... 25 14. ASSIGNMENT; SUBLICENSE ............................................................................. 25 14.1. Assignment .................................................................................................... 25 14.2. Intentionally Omitted ...................................................................................... 25 14.3. Continuing Obligation ..................................................................................... 25 15. DEFAULT; REMEDIES ........................................................................................ 26 15.1. Defaults and Cure Periods ............................................................................. 26 15.2. Sums Paid During Default.. ............................................................................ 26 15.3. No Consequential Damages .......................................................................... 26 15.4. No Personal Liability for City Officials, Employees or Agents ........................ 26 15.5. Cumulative Remedies .................................................................................... 27 16. TERMINATION ..................................................................................................... 27 16.1. Grounds for Termination ................................................................................ 27 16.2. Early Termination Fee .................................................................................... 27 17. REMOVAL AND RESTORATION ........................................................................ 27 18. CONDEMNATION ................................................................................................ 27 18.1. Permanent Takings ........................................................................................ 27 18.1.1. Termination and Award ........................................................................... 28 18.1.2. No Statutory Right to Terminate .............................................................. 28 iii 620\3271095.4 Nov. 19, 2019 Item #3 Page 10 of 59 18.2. Temporary Takings ........................................................................................ 28 19. DESTRUCTION .................................................................................................... 28 20. NOTICES .............................................................................................................. 29 21. BANKRUPTCY ..................................................................................................... 29 22. SECURITY DEPOSIT ........................................................................................... 30 22.1. Amount. .......................................................................................................... 30 22.2. Application or Use .......................................................................................... 30 23. MISCELLANEOUS ............................................................................................... 30 23.1. Interpretation; Construction ............................................................................ 31 23.2. Unenforceability; Severability ......................................................................... 31 23.3. Time for Performance; Force Majeure ........................................................... 32 23.4. Integration; Entire Agreement ........................................................................ 32 23.5. Successors and Assigns ................................................................................ 32 23.6. Amendments or Modifications ........................................................................ 32 23.7. Waivers .......................................................................................................... 32 23.8. Governing Law; Venue; Attorneys' Fees ....................................................... 33 23.9. Intentionally omitted ....................................................................................... 33 23.10. Public Records Act Disclosure .................................................................... 33 23.11. Estoppels .................................................................................................... 34 23.12. Brokers ....................................................................................................... 34 23.13. Survival ....................................................................................................... 34 23.14. Submission for Inspection; No Offer ........................................................... 35 23.15. Execution; Counterparts ............................................................................. 35 EXHIBIT A ...................................................................................................................... 37 EXHIBIT B ...................................................................................................................... 38 iv 620\3271095.4 Nov. 19, 2019 Item #3 Page 11 of 59 MASTER LICENSE AGREEMENT FOR WIRELESS FACILITIES LOCATED ON CITY REAL PROPERTY This Master License Agreement (this "Master License") dated 12/19/19 (the "Effective Date") is between the City of Carlsbad, a California municipal corporation (the "City") and Common Networks, Inc., a Delaware corporation ("Licensee"). BACKGROUND A.WHEREAS, the City, in its proprietary capacity as a California municipal corporation, owns or controls certain real properties in the City of Carlsbad, Countyof San Diego, State of California; B.WHEREAS, Licensee constructs, installs, owns, operates and maintains wireless data communication facilities as its primary business; C.WHEREAS, Licensee desires to install, operate, maintain, replace, modify and remove certain communications equipment, which may consists of, but is not necessarily limited to, antennas, radios, cabling and mounts (the "Equipment" asdefined in Section 1) on city properties ("Permitted Use") as defined in Section 3.1 (Permitted Use; Equipment) below, and city is willing to make certain properties available to Licensee for the Permitted Use, all as more particularly described and depicted in Exhibit A attached hereto and incorporated herein; D.WHEREAS, the City, in its proprietary capacity as a California municipalcorporation, desires to license to Licensee certain portions of certain Properties for the Permitted Use on the terms and conditions in this Master License and eachindividual Site License; NOW, THEREFORE, for good, valuable and sufficient consideration received and acknowledged, the City and Licensee agree as follows: 1.DEFINITIONS AGREEMENT "Affiliate" means any person or entity that directly or indirectly Controls, is Controlled by or is under Common Control with Licensee and has a net worth equal to or greater than at least ten million dollars ($10,000,000). "Agent" means any agent, employee, officer, official, contractor, subcontractor and/or representative of a party to this Master License in relation to the applicable License Area. "Assignment" means as follows: (a) a merger, acquisition, or other transfer of this Master Lease together with all Site Licenses, voluntarily or by operation of Law; (b} Licensee's sale, assignment, encumbrance, pledge, or other transfer of any part of its interest in or page 1 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 12 of 59 rights with respect to the applicable License Area; and (c) any action by Licensee to permit any portion of the applicable License Area to be occupied by anyone other than itself, including a sublicense. "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as may be amended or superseded. "Best Management Practices" means all those environmental or operational standards or guidelines for common and accepted practices appropriate for the business that Licensee and its Agents or Invitees engage in on the Property and/or such guidelines as have been articulated by pertinent trade associations, professional associations or regulatory agencies. "Broker" means any licensed real estate broker or other person who could claim a right to a commission or finder's fee in connection with the license contemplated herein. "Claim" means any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties and expenses, whether direct or indirect. "Common Control" means, for purposes related to Affiliate(s) in Section 14 (Assignment; Sublicense), two entities that are both controlled by the same third entity. "Control" or "Controlled" means, for purposes related to Affiliate(s) in Section 14 (Assignment; Sublicense), as follows: (a) as to a corporation, the ownership of stock having the right to exercise more than 50% of the total combined voting power of all classes of stock of the controlled corporation, issued and outstanding; or (b) as to partnerships and other business associations forms, ownership of more than 50% of the beneficial interest and voting control of such association. "Court" means San Diego County Superior Court. "Environmental Costs" means any and all damages, fines, costs and fees that arise from: (i) any violation of or material noncompliance with any applicable Environmental Laws; (ii) any violation of or material noncompliance with any environmental provision in this Master License; (iii) immediate response, remediation and restoration actions; (iv) governmental oversight and participation; (v) actual fees and costs for project managers, attorneys, legal assistants, engineers, consultants, accountants and experts, whether employed with the damaged party or not; (vi) any diminution in value, loss or restriction on use of the Property; and (vii) any damages, fines, costs or fees whether taxable as costs or not, incurred before, at or after any administrative or judicial proceeding, appeal or any other judicial review. "Environmental Laws" means any and all Laws which govern materials, substances, regulated wastes, emissions, pollutants, water, storm water, ground water, wellfield and wellhead protection, cultural resources protection, animals or plants, noise or products page 2 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 13 of 59 and relate to protection for health, safety or the environment and natural resources, including land, sediments, water, groundwater and stormwater. "Equipment" means antennas, antenna support structures and any associated utility or equipment boxes, radios, cabling and mounts, battery backup, transmitters, receivers, amplifiers, ancillary fiber-optic cables, wiring and ancillary equipment for the transmission and reception of radio communication signals for voice and other data transmission, including the means and devices used to install Equipment at the applicable License Area, peripherals, and ancillary equipment and installations, including wiring, cabling, power feeds and any approved signage attached to Equipment. "ETF" is an acronym for "early termination fee" and is defined in Section 16 (Termination). "Governmental Approvals" means any governmental or regulatory licenses, permits and other approvals necessary for Licensee to install, operate and maintain Equipment on the applicable License Area. "Government Claims Act" means California Government Code§§ 810 et seq., as may be amended or superseded. "Hazardous Substance" means any and all substances, materials, pollutants, contaminants or products defined as or designated as hazardous, toxic, radioactive, dangerous or regulated wastes or materials or any other similar term in or under any applicable Environmental Laws. The term "Hazardous Substance" also includes, but is not limited to, (1) fuels, petroleum or petroleum-based products; or (2) any material or substance defined as a "hazardous substance," or "pollutant" or "contaminant" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified as 42 U.S.C. §§ 9601 et seq.) or California Health & Safety Code§ 25316, as both may be amended or superseded. "Holdover Term" means the month-to-month license on the same terms and conditions that License automatically converts to in the event that Licensee continues to use or occupy the License Area after the License expires or terminates, as more particularly defined in Section 4.3 (Holdover Term). "Impositions" means any and all taxes, assessments, charges, excises and exactions whatsoever, and as more particularly defined in Section 9.3 (Licensee's Tax and Assessment Obligations). "Indemnified Parties" means the City, and its elected and appointed officers, officials, employees, agents and representatives as more particularly defined in Section 11.1 (Licensee's General Indemnification Obligations). "Interference" means the same as defined by 47 C.F.R. § 2.1, as may be amended, which defines the term as the effect of unwanted energy due to one or a combination of emissions, radiations, or inductions upon reception in a radio communication system, page 3 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 14 of 59 manifested by any performance degradation, misinterpretation or loss of information which could be extracted in the absence of such unwanted energy. "Invitee" means any client, customer, invitee, guest, tenant, subtenant, licensee, sublicensee, site manager or assignee and sublicensee of a party to this Master License in relation to the applicable License Area. "Laws" means all present and future statutes, ordinances, codes, orders, regulations and implementing requirements and restrictions of federal, state, county and municipal authorities, whether foreseen or unforeseen, ordinary as well as extraordinary, as adopted or as amended at the time in question. "License Area" means certain space on a Property more particularly described and depicted in Exhibit B of the applicable Site License. "Permitted Use" means construct, install, operate, maintain, remove and repair the Equipment, to transmit and receive wireless communication signals operated in compliance with all applicable Laws, and is more particularly defined in Section 3.1 (Permitted Use; Equipment). "Properties" means those certain real properties in the City of Carlsbad, County of San Diego, State of California, as listed in Exhibit A attached hereto and incorporated herein each shall be legally described in Exhibit A of the applicable Site License. "Release" means, with respect to any Hazardous Substance, any actual or imminent discharging, disposing, dumping, emitting, emptying, escaping, injecting, jettisoning, leaching, leaking, pouring, pumping, releasing, or spilling on, under or about the License Area, Access Route, Utilities Route or Property. "Site License" means the specific license agreement between City and Licensee for the license of a specific License Area by Licensee in the form set forth in Exhibit B attached hereto and incorporated herein. "Staging Area" means certain space on the Property contiguous with the License Area to the extent reasonably necessary to construct and/or install the Equipment that Licensee may use on a temporary and non-exclusive basis, and as more particularly defined in Section 3.8.6 (Staging Area). "Site License Effective Date" means the date a specific Site License is fully executed by both City and Licensee. "Tests" is defined in Section 3.5 (Tests and Surveys). 2. LICENSE AREA page 4 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 15 of 59 2.1. Master License and Site Licenses. This Agreement sets forth the basic terms and conditions upon which each Site License shall be executed by City and Licensee Upon agreement between City and Licensee with respect to a license of a specific License Area by City to Licensee, City and Licensee shall execute a completed Site License. Each Site License shall act as a separate and independent agreement for each License Area, the express intent of the parties being to use this Master License to facilitate each of the independent transactions. The Site License shall identify the specifiq Property together with the specific License Area and such other terms as set forth therein. The Site License may have special clauses specific to each individual License Area. In the event of a discrepancy or inconsistency between the terms and conditions of a particular Site License and this Master License, the terms and conditions of the specific Site License shall govern and control but only with respect to the subject License Area. The City is not obligated to execute a Site License for any particular License Area and the execution of any such Site License shall be in the City's sole discretion. 2.2 Grant and Scope Subject to the terms and conditions in an applicable Site License, the City licenses to Licensee the applicable License Area for Licensee's installation of the Equipment, together with a non-exclusive right of access and utilities, for only the Permitted Use under the applicable Site License and for no other purpose whatsoever without the City's prior written consent, which the City may withhold in its sole and absolute discretion for any or no reason. Licensee acknowledges that no Site License grants Licensee any interest in the Property in whole or in part. Each Site License and all Licensee's rights and/or privileges to use the applicable License Area will remain subject and subordinate to all leases, subleases, licenses, sublicenses, easements, reservations, covenants, conditions, restrictions and exceptions, whether recorded or unrecorded, that exist prior to the Site License Effective Date. Each such license granted under a Site License shall be irrevocable except as specifically set forth in this Master License or a specific Site License. 2.3. License Area Condition Except as may be specifically and explicitly provided otherwise in this Master License or the applicable Site License, the City makes no warranties or representations whatsoever about the Property's condition, fitness or suitability for Licensee's use. Licensee expressly warrants and represents to the City that, prior to entering into the Site License, Licensee or its Agents inspected the Property and the License Area, and any environmental or other conditions on the Property and the License Area, and accepts the License Area in its present "AS-IS" and "WITH ALL FAULTS" condition. Licensee expressly acknowledges and agrees that neither the City nor its Agents made any warranties, representations or promises to Licensee or its Agents about the Property, in whole or in part, the License Area, in whole or in part, or any aspect about the Property or License Area including without limitation any structures or improvements, utilities or Hazardous Substances. page 5 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 16 of 59 2.4. Certified Access Specialist Disclosure Pursuant to California Civil Code § 1938, and to the extent applicable to each Site License, unless otherwise expressly set forth in each Site License, the City expressly advises Licensee, and Licensee expressly acknowledges, that a Certified Access Specialist (as defined in California Civil Code § 55.53) has not inspected any License Area in whole or in part to determine whether it meets all applicable construction-related accessibility requirements. 2.5. No Right to Record Each Site License does not create or convey any real property right, title or interest in the License Area, in whole or in part. Licensee may not record this Master License, any Site License or any memorandum or other instrument in reference to this Master License or Site License without the City's prior written consent, which the City may withhold or condition in its sole and absolute discretion. 3. USE 3.1. Permitted Use; Equipment After the Commencement Date (as defined below) specific to the License Area, Licensee may use the License Area to construct, install, operate, maintain, remove and repair the Equipment, to transmit and receive wireless communication signals operated in compliance with all applicable Laws (the "Permitted Use"), for purposes reasonably necessary to accomplish the Permitted Use, but for no other purpose whatsoever without the City's prior written consent, which the City may withhold for any or no reason in the City's sole discretion. Licensee shall be responsible, at its sole cost, for the construction, installation, and maintenance of the Equipment to be placed on each License Area. No property other than the Equipment, and replacements thereof, shall be installed on the License Area. Licensee will install and operate the Equipment in compliance with City's reasonable rules and regulations and any other federal, state, or municipal agency having jurisdiction with respect to the License Area. Licensee shall maintain the Equipment in good repair and shall keep the License Area free from all trash, debris and waste resulting from use of the License Area by Licensee or its Agents. 3.2. Prohibited Uses Licensee shall not use any License Area in whole or in part in any unlawful manner or for any illegal purpose. In addition, Licensee shall not use any License Area in whole or in part in any manner that interferes with the maintenance, operation or future operation of the City's underlying and primary purpose, or constitutes a nuisance under applicable Laws. Licensee shall take all precautions to eliminate any nuisances or hazards in connection with its uses and activities on or about the License Area. Licensee page 6 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 17 of 59 acknowledges and agrees that its rights under each Site License do not authorize Licensee to erect, post or maintain, or permit others to erect, post or maintain, any signs, notices, graphics or advertisements whatsoever on the License Area, except signs that may be required under applicable Laws for site identification and/or public health and safety reasons. 3.3. Access 3.3.1. Licensee Access Except as may be specifically provided otherwise in this Master License or the applicable Site License, Licensee's entry onto a License Area shall be limited to performing activities reasonably related to the Permitted Use. Without limiting the foregoing, Licensee will adhere to the following specific requirements: 1) Licensee shall have access to the License Area from the public right-of-way to the License Area ("Access Route") and shall have the right to install utilities and cabling from the License Area to the nearest connection facility which may be the main electrical panel for the Property and/or the minimum point of entry (MPOE) for the Property ("Utilities Route") as described in Exhibit B to the applicable Site License. 2) Licensee covenants that it shall enter each License Area in such manner and at such time as shall not interfere with any other existing use of the Property. City covenants that it shall reasonably cooperate with Licensee so that the Licensee's entry may be handled in an efficient manner and so as to avoid any unreasonable delays with respect to the Permitted Uses. Licensee hereby waives and releases City for any claim for damages against City in the event that Licensee's entry onto a License Area or any of the Permitted Uses are delayed for any reason whatsoever, except and to the extent caused by the gross negligence or willful misconduct of any representatives of City. 3) Licensee shall be liable for any damage to a License Area or other property owned by City ("City Property") that occurs as a result of the Permitted Use, except and to the extent: (1) such damage is required as a condition to Licensee's completion of the Permitted Use, in which case Licensee shall, to the extent necessary and feasible, promptly restore City Property to its condition existing prior to the commencement of such activities; or (2) the damage is caused by the gross negligence or willful misconduct of City. Any damage to City Property caused by the Licensee in violation of this Master License or the applicable Site License shall be immediately repaired to the satisfaction of City at Licensee's sole cost and expense. 4) Licensee shall not encroach on the public right-of-way adjacent to any License Area unless Licensee has applied for and received any necessary approvals page 7 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 18 of 59 and/or permits or as may be permitted under applicable Law. All equipment and material storage shall be secured by Licensee on the License Area. 5) Licensee shall at all times keep the License Area free and clear of all liens and encumbrances affecting title to the License Area in connection with any work performed by the Licensee under the applicable Site License. Upon notice of any such lien or claim, Licensee may bond and contest in good faith the validity and the amount of such lien, but Licensee shall immediately pay any judgment rendered, shall pay all proper costs and charges, and shall have the lien or claim released at its sole expense. 6) Licensee shall give City twenty-four (24) hour notice either verbally or via email of the need for access the License Area subject to such rules as City may adopt, including, but not limited to, the requirement that an agent of City accompany persons during such access; provided however, in the event of an emergency or equipment failure, no prior notice shall be required except that Licensee shall provide such notice as soon as reasonably practical. 3.3.2. Entry and Inspection The City and its Agents may, after reasonable advance written notice and at any time without notice in case of emergency or for any purpose related to protecting the Property, enter onto and inspect the License Area. During the six (6) months before the expiration of the Term, the City may exhibit the License Area to prospective licensees at times approved by Licensee and in the presence of Licensee or its Agent. In an emergency, as reasonably determined by the City, the City may enter on or pass through the License Area. If, under such emergency circumstances, Licensee is not present to open the License Area, the City may enter by any means without liability to Licensee except for failure to exercise reasonable care under the circumstances. The City's actions under this Section 3.3.2 will not constitute an actual or constructive eviction or relieve Licensee of any obligation with respect to making any repair, replacement, or improvement or complying with any law, order, or requirement of any government or other authority. No provision of this Section 3.3.2 shall be construed as obligating the City to perform any maintenance, repairs, alterations or improvements. 3.4. Utilities; Electricity It is understood and agreed that Licensee requires electricity to each License Area twenty-four (24) hours per day for the maintenance and operation of the Equipment. Subject to those conditions set forth herein and if required for operation of the Equipment, said provision of electricity shall be provided to Licensee twenty-four (24) hours per day, three hundred sixty-five (365) days per year. City shall provide Licensee with access to electric service and ingress or egress; it being understood that City reserves the right to temporarily discontinue electric service, or ingress or egress, at such times as may be necessary when, by reason of accident, unavailability of employees, repairs, alterations or improvements, or whenever by reason of strikes, walkouts, riots, acts of God, or any page 8 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 19 of 59 other happening beyond the control of City, City is unable to provide the same. City shall provide Company with prior written notice of any such discontinuance that is within City's control and not an emergency situation. If the cost of electricity solely attributed to the Equipment at a specific License Area exceeds five percent (5%) of the License Fee associated with that specific License Area on an annualized basis, Licensee shall be responsible for payment of such excess amount which amount shall be included with the invoice from City to Licensee for the subsequent License Fee payment. 3.5. Tests and Surveys At any time throughout the Term (as defined below) of each Site License or any early access period, Licensee will have the right, but not the obligation, to conduct necessary tests, surveys and other reasonably necessary inspections (collectively "Tests") on the applicable License Area, Access Route and/or Utilities Route to determine suitability for the Permitted Use; provided that (1) Licensee has first furnished the City with all up-to- date insurance documentation required in Section 13 (Insurance) under this Master License; (2) Licensee has provided the City with at least 24 hours' prior verbal or written notice; (3) Licensee complies with all the City's reasonable rules and regulations necessary to avoid undue interference with other authorized activities or operations on the Property; and (4) Licensee shall promptly return any areas on the Property affected by any Tests to the condition that existed immediately prior to such Tests, reasonable wear and tear excepted. 3.6. Modifications; Alterations Except as expressly provided otherwise in this Master License or applicable Site License, Licensee may not modify or alter the License Area in any manner other than as shown on Exhibit B without the City's prior written consent, which the City will not unreasonably withhold or condition. After Licensee completes any approved modification or alteration, Licensee shall produce or cause to be produced as-built location and configuration drawings. 3.7. Equipment Removal; Replacements; Routine Maintenance At any time, Licensee will have the right to remove any Equipment, repair or replace any damaged or inoperable Equipment, modify or add to the Equipment and perform routine maintenance without the City's prior consent. 3.8. Construction and Installation Activities 3.8.1. Structural Review Licensee may not commence any construction or installation activities on the Property that involve new structures or increased loading on existing structures without prior written approval from the City Engineer or the City Engineer's designee as required under its Governmental Approvals. Licensee shall submit its written request for approval together page 9 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 20 of 59 with complete engineering plans, specifications and a structural analysis report, all in a form reasonably acceptable to the City Engineer. The City Engineer may (but is not obligated to) review all or part of such materials and may reasonably approve or reject them for cause. 3.8.2. Performance Standards Licensee, its Agents, employees, contractors and subcontractors shall perform all work on the License Area in a good, safe and workmanlike manner, in strict compliance with applicable Laws. All installed Equipment must be high quality, safe, fire resistant , all as approved by the City, and which may be replaced, modified or upgraded throughout the term of this Agreement.... .. 3.8.3. Licensee's Contractors Licensee shall use only qualified and trained persons and appropriately licensed contractors for all work performed on or about the License Area. At least 2 business days before any work commences on or about the License Area that requires the City's prior approval, Licensee shall provide the City with: (1) a schedule with all activities to be performed in connection with the work; and (2) a list with all the names, contractor's license numbers and business addresses for all contractors who will perform the work. 3.8.4. Labor and Material Costs Licensee shall be responsible for all direct and indirect costs (labor, materials, and overhead) in connection with designing, purchasing and installing all Equipment in accordance with applicable Laws. Licensee shall timely pay for all labor, materials, Equipment and all professional services related to the Permitted Use or furnished to the License Area at Licensee's direction or for Licensee's benefit. 3.8.5. Coordination; Supervision Licensee must coordinate all its installation, construction and other work on or about the License Area with the City so as to avoid any interference (physical, electronic or otherwise) with any existing utilities, substructures, facilities, the City or the City's municipal functions and/or operations. The City may, but will not be obligated to, supervise any installation activities in connection with the applicable Site License that require the City's prior review and approval. Within thirty (30) days from invoice from City, Licensee shall reimburse the City for its reasonable cost to supervise such construction activities. 3.8.6. Staging Area. For no more than 90 continuous days after Licensee commences work, Licensee may use, on a temporary and non-exclusive basis, certain space on the Property contiguous with the License Area to the extent reasonably necessary to construct and/or install the page 10 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 21 of 59 Equipment and subject to the City's prior approval not to be unreasonably withheld ("Staging Area"). The City may withhold or revoke its consent to allow Licensee's to use any Staging Area when Licensee's use unreasonably interferes with other persons or entities authorized to use the Property. 3.8.7. Intentionally Omitted 3.9. Mineral and Water Rights 3.9.1. General The City reserves the right to install, lay, construct, maintain, repair and operate such sanitary sewers, drains, stormwater sewers, pipelines, manholes and connections; water, oil, and gas pipelines; telephone and telegraph power lines; and the appliances and appurtenances necessary or convenient in connection therewith, in, over, upon, through, across and along the License Area, and any part thereof, and to enter the License Area for any and all such purposes. The City also reserves the right to grant franchises, easements, rights-of-way and permits in, over, upon, through, across and along any and all portions of the License Area for all such purposes described in the preceding sentence. The City shall not exercise any rights reserved under this Section 3.9.1 so as to interfere (physically or electronically) materially with Licensee's operations or access under the Site License or to impair the security of any secured creditor of Licensee. The City agrees that rights granted to third parties by reason of this Section 3.9.1 must contain provisions that the surface of the License Area will be restored as nearly as practicable to its original condition upon the completion of any construction. 3.9.2. Mineral Rights The City reserves to itself, its successors and assigns, and excepts from the License Area, any and all oil, oil rights, petroleum, minerals, mineral rights, natural gas rights, and other hydrocarbon substances by any name known whatsoever, geothermal resources (as defined in California Public Resources Code § 6903), and all products derived from any of the foregoing, that may be within or under the land, together with the perpetual right of drilling, mining, exploring, prospecting and operating therefore and storing in and removing the same from the License Area or any other land, including the right to whipstock or directionally drill and mine from lands other than those conveyed hereby, oil or gas wells, tunnels and shafts into, through or across the subsurface of the License Area, and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to re-drill, re-tunnel, equip, maintain, repair, deepen and operate any such wells or mines; without, however, the right to enter, drill or re-drill, tunnel or re-tunnel, equip, maintain, repair, mine, store, explore, prospect, remove, whipstock or directionally drill or to bottom and/or operate on, from or through the surface or the upper 500 feet of the subsurface of the License Area. The City further reserves to itself, its successors and assigns and exempts from the License Area, any rights to subsurface storage of brine, carbon, water or other substances. The City page 11 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 22 of 59 further reserves to itself, its successors and assigns, the exclusive right to grant and transfer all or a portion of the rights reserved in this Section 3.9.2. 3.9.3. Notice At least six (6) months prior to exercising any of its mineral rights on the License Area, the City shall give Licensee written notice of any drilling, exploration or production plans to that Licensee may relocate any Equipment or operations on the License Area so as to not interfere with such plans. Licensee's service will not be interrupted, and Licensee shall have the right to place a temporary communication facility on the Property at a location identified by Licensee and reasonably approved by City, during any such relocation. The City shall pay all costs incurred by Licensee for relocating the Equipment from the License Area as required by the City. 4. TERM 4.1. Master License The term of this Master License shall commence upon the full execution of this Master License and shall continue until either (i) eighteen (18) months from commencement if no Site Licenses have been entered into between City and Licensee, or (ii) one (1) year following the expiration or earlier termination of all Site Licenses; provided however, if any Site Licenses are entered into between the parties during such 1-year period, the term of this Master License shall continue in the same manner. 4.2. Site License The initial term under each Site License (the "Initial Term") will commence on the date set forth in the Site License ("Commencement Date") and will automatically expire on the date set forth in the Site License, unless earlier terminated in accordance with this Master License or Site License. After the Initial Term expires, each Site License will automatically renew for the number of additional extension options set forth in the Site License, if any (each a "Renewal Term") unless Licensee is in default beyond the applicable notice and cure period on the day immediately prior to the commencement of such Renewal Term, if any, or Licensee irrevocably notifies the City that Licensee does not intend to renew the Site License within 90 days before the commencement of such Renewal Term. (The parties refer to the Initial Term and any applicable Renewal Term(s) as the "Term".) 4.3. Holdover Term Licensee will have no right or privilege whatsoever to use or occupy the License Area in any manner or for any purpose after the applicable Site License expires or terminates. In the event that Licensee continues to use or occupy the License Area after the applicable Site License expires or terminates, the license granted therein will automatically convert to a month-to-month license on the same terms and conditions (the "Holdover Term"), page 12 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 23 of 59 except that (1) the License Fee will be automatically increased to one hundred fifty percent (150%) over the License Fee payable in the immediately previous year, and will continue to increase in accordance with Section 5.2 (Annual Adjustments) and Section 5.3 (Renewal Term Adjustments); and (2) either the City or Licensee may terminate such license on 30 days' written notice for any or no reason. 5. LICENSE FEE; OTHER PAYMENTS TO THE DISTRICT 5.1. Base License Fee On or before the first day of each month during the Term (as defined above) during which each Site License is in effect, Licensee shall pay to City a monthly fee (the "License Fee") in the amount set forth in each individual Site License per month for Licensee's right to conduct the Permitted Use from the License Area described in the individual Site License. For any partial month at the beginning or end of the Term (as defined above) of such Site License, the License Fee shall be prorated based on the actual number of days in such month to be prorated. Neither this Master License nor any Site License is intended to, nor shall it be interpreted to, create or vest in Licensee any leasehold or any other property rights or interests in any License Area or the improvements located thereon, or any part thereof. 5.2. Annual Adjustments For each Site License, on January 1 each year, the License Fee will be automatically increased three percent (3%) over the License Fee payable in the immediately previous year; provided, however, that no such automatic increase will occur in the first year of any individual Site License, or Renewal Term when the parties adjust the License Fee as provided in Section 5.3 (Renewal Term Adjustments). 5.3. Renewal Term Adjustments Subject to the terms and conditions in this Section 5.3, in the event the Term of a Site License extends for a Renewal Term, the parties shall adjust the License Fee for such Site License, to reflect the current market price (the "Adjusted License Fee") for similarly situated wireless communications agreements in the North San Diego County region. The City shall send written notice to Licensee with the Adjusted License Fee together with documentation to support City's determination (the "Adjustment Proposal") for the Renewal Term no later than 90 days before the Initial Term (or the then-current Renewal Term, if applicable) expires. Licensee shall delivery written notice to the City that it either accepts or objects to the Adjustment Proposal together with documentation to support Licensee's objection (the "Response Notice") within 30 days after the Adjustment Proposal. Absent a timely Response Notice from Licensee, Licensee shall be deemed to object. If Licensee sends a timely Response Notice objecting to the Adjustment Proposal or is deemed to have objected to the Adjustment Proposal and the parties cannot agree on the Adjusted License Fee on or before the date on which the Renewal Term page 13 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 24 of 59 commences, Licensee shall pay the same License Fee until the parties establish the new Adjusted License Fee as provided in this Section 5.3. In such case, within 10 days after the Renewal Term commences, the parties shall in good faith mutually appoint an appraiser with at least two years' experience in wireless facilities appraisal. If the parties cannot mutually appoint such an appraiser within the said 10-day period, then the City and Licensee shall each appoint their own appraiser within 10 days thereafter which shall each submit an Adjustment Proposal. The two appraisers shall appoint a third appraiser within 10 days thereafter, and the third appraiser shall select the Adjustment Proposal that is closest to its determination of the current market price in a written report submitted to the parties within 15 days after the third appraiser's appointment. In the event the determined Adjusted License Fee is more than the prior License Fee then being paid by Licensee for the Renewal Term, Licensee shall pay the difference between the License Fee paid during the Renewal Term and the determined Adjusted License Fee, and if the Adjusted License Fee is more than the prior License Fee then being paid by Licensee for the Renewal Term, Licensee shall receive a credit of the difference between the License Fee paid during the Renewal Term and the determined Adjusted License Fee. The City and Licensee will each pay their respective costs for any unilaterally selected appraiser; the parties shall equally share the cost for any mutually selected appraisers or any third appraiser selected by the unilaterally selected appraisers. 5.4. Late Charges In the event that Licensee fails to pay any License Fee or any other amount payable to the City within 10 business days after such amounts are due and unpaid, such amounts will be subject to a late charge equal to six percent (6%) of unpaid amounts. Licensee and the City agree that the late charge is a reasonable estimate of the amount that the lateness of the License Fee will cost the City. Notwithstanding the foregoing, City will not assess a late charge under any specific Site License until City has given written notice of such late payment for the first late payment in any twelve (12) month period of such Site License and after Licensee has not cured such late payment within three (3) days from receipt of such notice. Under the applicable Site License, no other notices will be required during the following twelve (12) months for a late charge to be incurred. 5.5. Interest Any License Fee and all other amounts payable to the City other than late charges will bear interest at ten percent (10%) per annum or the highest rate permitted by Law (whichever is greater) from the due date when not paid within 10 days after due and payable to the City. Any sums received shall be first applied towards any interest, then to the late charge and lastly to principle amount owed. Any interest or late charge payments will not alone excuse or cure any default by Licensee. 5.6. Administrative Fees page 14 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 25 of 59 Within 60 days after the parties fully execute this Master License, Licensee shall pay to the City a nonrefundable administrative fee equal to Eight Thousand and 00/100 Dollars ($8,000.00) (the "Administrative Fee") to cover the City's costs to review and execute this Master License. In addition, for any approval under this Master License or any Site License for which the City's prior consent is required, Licensee shall reimburse the City for its actual and reasonable costs directly related to the City's review and consideration of the request. 5.7. Complimentary Internet Subscription During the term of this agreement, Licensee also agrees to provide its standard internet service (including up to two access points) without charge to City at one feasible location in the site and as mutually agreed upon between City and Licensee in the Site License. City's use of the Internet Services shall at all times be subject to Licensee's then-current Terms of Service (that may be accessed at https://common.net/privacy#terms), which may be amended and updated from time to time. If City continues to use Common's internet services after termination of this Agreement or the specific Site License, City will be subject to Licensee's then-current standard pricing for such internet services. It is understood that Landlord will need to provide payment information to be saved on file for this subscription. 5.8. Payment Procedures Licensee shall deliver all payments due under this Master License or any Site License to 1635 Faraday Avenue, Carlsbad, California 92008. The designated place of payment may be changed from time-to-time upon written notice. Payments must be made by check payable to the City of Carlsbad. No payment by Licensee or receipt by the City of a lesser amount than payment due will be deemed to be other than a payment made on account for the total payment due, nor will any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction. The City's acceptance of such checks or payment will be without prejudice to the City's right to recover the balance of the amount due or pursue any other remedy in this Master License or any Site License. 6. GOVERNMENTAL APPROVALS 6.1. Proprietary Capacity Acknowledgment The City and Licensee expressly acknowledge and agree the City enters this Master License and any Site License solely in its proprietary capacity as the owner or controller of the Property and not in its regulatory capacity as a local public agency. Licensee acknowledges and agrees that any federal or state Laws applicable to the City in its regulatory capacity will not be applicable to the City in its proprietary capacity and Licensee will not seek to have such Laws applied to the City or any approval, disapproval, act or failure to act in connection with this Master License or any Site License. Licensee page 15 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 26 of 59 further acknowledges and agrees that (1) only the terms and conditions in the Master License and the applicable Site License will govern the criteria and timeframes for the City's decisions or actions in its proprietary capacity in response to Licensee's requests for approvals in connection with this Master License or a Site License; (2) any approval or disapproval the City may issue in its proprietary capacity in connection with this Master License or a Site License will not be deemed to be an approval or disapproval the City may be required to issue in its regulatory capacity; and (3) any approval or disapproval the City may issue in its proprietary capacity will not give preference to Licensee or Licensee's applications over other persons or applications in any regulatory proceeding solely based on this proprietary relationship. 6.2. Permits and Other Governmental Approvals Licensee, at its expense, shall obtain all necessary Governmental Approvals required for the construction, installation, authorization and use of the Equipment at each License Area. Licensee shall not commence any work at the License Area until Licensee obtains all necessary Governmental Approvals, which includes without limitation any permit obtained through any governmental agency with jurisdiction over the License Area or the Equipment, and tenders full and complete copies for each Governmental Approval to the City. Subject to the provisions and limitations in Section 6.1 (Proprietary Capacity Acknowledgment), and only to the extent permissible under applicable Laws, the City will reasonably cooperate with Licensee's efforts to obtain and maintain all necessary Governmental Approvals. City shall permit Licensee to arrange for the installation of telephonic, data and electrical connections, to be done at Licensee's expense (the "Connecting Equipment"). All such Connecting Equipment shall be installed in accordance with the engineering and design of the base building systems located at the applicable License Area. All construction, installations, alterations, repair and maintenance work shall be performed in a manner which will not unreasonably interfere with, delay or impose any additional expense upon City in the maintenance or operation of the License Area. 7. MAINTENANCE 7.1. Licensee's Maintenance Obligations At all times throughout the Term, Licensee shall maintain, repair and secure its Equipment and all other personal property and improvements brought onto the License Area in good, orderly and safe condition. Licensee shall keep the License Area free of debris and any other dangerous, noxious or offensive condition which would create a hazard or undue vibration, heat, noise or interference which are caused by Licensee or its Agents, and shall correct any such conditions within 48 hours after notice. Licensee shall post, and at all times maintain in good condition, a sign on the License Area, in a location reasonably acceptable to both the City and Licensee, that contains (1) the site operator name; (2) the site identification or reference number that corresponds with this facility; and (3) a working page 16 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 27 of 59 telephone number that connects to a live person that can exert power-down control over the Equipment. 7.2. City's Maintenance Obligations The City shall not be responsible for repairs to or maintenance of the Equipment, or for any associated costs except to the extent caused by the City or its Agents; provided however, City shall maintain the License Area and Property in satisfactory condition such that it will not interfere (physically or radio) with the Equipment or Licensee's Permitted Use of the License Area (including any access thereto or utilities provided). 8. INTERFERENCE 8.1. Licensee's Interference Obligations Licensee shall not operate the Equipment or use the License Area in a manner that causes Interference with other communication transmission or reception equipment lawfully used by the City, its Agents or any third parties authorized by the City to use the Property, which such third parties operating communication equipment at the Property prior to the installed of the Equipment, or public safety equipment installed after Licensee's installation per Section 8.3 below. Any such Interference not timely corrected or mitigated, per below, will be deemed a default under the applicable Site License and, after Licensee receives notice that such Interference exists, Licensee will be responsible to promptly eliminate any such Interference at no cost to the City. Licensee shall attempt to remedy the interference within 5 business days from receiving notice from the city. The City agrees to reasonably cooperate with Licensee's efforts to locate the Interference source. In the event that Licensee does not promptly cure such Interference, the parties acknowledge that continued Interference with communication transmission or reception equipment lawfully used by the City, its Agents or any third parties authorized by the City to use the License Area may result in irreparable harm and, therefore, the City will have the right to bring an action against Licensee to enjoin such Interference or terminate the applicable Site License. 8.2. City's Interference Obligations The City shall not operate communications equipment on the Property, or cause or allow any third parties authorized by the City to use the Property, in a manner that causes interference (physical or radio) with other communication transmission or reception equipment lawfully used by Licensee, its Agents or Invitees, other than necessary public safety equipment per Section 8.3 below. Any such interference will be deemed a default under the applicable Site License not timely corrected or mitigated and, after the City receives notice that such interference exists, the City will be responsible to cause such interference to cease. Licensee agrees to reasonably cooperate with the City's efforts to locate the interference source. In the event that the City does not promptly cure such interference, the parties acknowledge that continued interference with communication transmission or reception equipment lawfully used by Licensee, its Agents or Invitees may page 17 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 28 of 59 result in irreparable harm and, therefore, Licensee will have the right to bring an action to enjoin such interference or terminate the applicable Site License. Nothing in this Section 8.2 is intended to limit, prohibit or enjoin the City from entering into any agreements with any third parties for uses on the Property similar to the Permitted Use; provided such party agrees not to cause Interference with the Equipment. 8.3. City's Governmental Communications Licensee acknowledges that the City uses communications equipment on the Property in connection with its governmental, regulatory, public safety, and/or operational functions, that such equipment and/or the frequencies on which such equipment operates may change from time to time, and that communications in connection with the City's governmental or regulatory functions are paramount over Licensee's operations. Notwithstanding anything in this Master License or any Site License to the contrary, any Interference with Licensee's operations or Equipment caused by any communications equipment used by the City in its capacity as a local public agency in connection with its governmental or regulatory functions (1) will not be a default under the applicable Site License; (2) will not entitle Licensee to demand a cure to such Interference; and (3) will not entitle Licensee to bring any action for any injunction. 9. TAXES 9.1. Title to Licensee's Equipment and Improvements All Equipment and other improvements constructed, installed or placed on the License Area by Licensee or at Licensee's request or direction will be and at all times remain Licensee's personal property and will not be deemed fixtures or real property for any purpose, whether such objects would be deemed fixtures or real property under applicable Laws or not. 9.2. Possessory Interest Taxes Licensee understands and acknowledges that (1) each Site License and/or any improvements placed on the License Area may create a possessory interest, as defined in California Revenue and Taxation Code § 107, subject to taxation; (2) Licensee will be required to timely pay any and all such possessory interest taxes; and (3) any transfer, assignment or sublicense in connection with this Master License, and any options to extend or renew a Site License, may constitute a change in ownership for taxation purposes and therefore result in a revaluation for any possessory interest created under each Site License. Licensee further acknowledges that Licensee will have no claim for damages against the City for any possessory interest taxes levied against the License Area or the Equipment because it received actual notice that this Master License may create a possessory interest and that Licensee would be solely liable for any and all taxes levied on such possessory interest. page 18 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 29 of 59 9.3. Licensee's Tax and Assessment Obligations Licensee agrees to pay when due and prior to delinquency any and all taxes, assessments, charges, excises and exactions whatsoever (collectively, "Impositions"), which includes without limitation any possessory interest taxes, that arise from or in connection with Licensee's uses on the License Area or the Equipment that may be imposed on Licensee under Law. Licensee shall not allow or suffer any lien for any Impositions to be imposed on the License Area or Equipment. In the event that the City receives any Imposition notices on or in connection with the License Area or Equipment, the City shall promptly (but in no event later than 30 calendar days after receipt) forward the same, together with reasonably sufficient written documentation that details any increases in the taxable or assessable amount attributable to Equipment. 9.4. Licensee's Right to Contest Taxes or Assessments Licensee will have the right to contest any Impositions that Licensee disputes in good faith, so long as no lien attaches to the Property and Licensee complies with any bond, deposit, collateral or other requirements under applicable Law. 10. LIENS Licensee shall keep the License Area free and clear from any and all liens or other impositions in connection with any work performed, material furnished or obligations incurred by or for Licensee. Licensee will inform all contractors and material suppliers that provide any work, service, equipment or material to Licensee in connection with the License Area that the License Area is public property not subject to any mechanics' liens or stop notices. In the event that any Licensee contractor or material supplier files any lien or imposition that attaches to the License Area, Licensee shall promptly (but in no case later than 30 days after discovery) cause such lien or imposition to be released. In the event that Licensee does not cause such lien or imposition to be released within the 30-day period, the City will have the right, but not the obligation, to cause such lien or imposition to be released in any manner the City deems proper, which includes without limitation payment to the lienholder, with or without notice to Licensee. Licensee shall reimburse the City for all costs and expenses incurred to cause such lien or imposition to be released (which includes without limitation reasonable attorneys' fees) within 10 days after Licensee receives a written demand from the City together with reasonable documentation to support such costs and expenses. 11. INDEMNIFICATION 11.1. Licensee's General Indemnification Obligations Licensee, for itself and its successors and assigns, shall indemnify, defend and hold City and its elected and appointed officers, officials, employees, agents and representatives (all of the foregoing collectively "Indemnified Parties") harmless from and against any and all Claims incurred in connection with or arising in whole or in part from: (1) death or page 19 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 30 of 59 personal injury to any person or property damage or other loss that occurred on or about the License Area or arises in connection with Licensee's, its Agents' or Invitees' authorized or unauthorized uses on or about the License Area; (2) any failure or refusal by Licensee to observe or perform any term, covenant or condition in this Master License or any Site License to be observed or performed on Licensee's part; (3) Licensee's, its Agents' or Invitees' uses or occupancy, or manner of use or occupancy, of the License Area; (4) any exposure to RF emissions or EMFs from Licensee's Equipment or uses on or about the License Area; (5) the License Area condition or any occurrence on or about the License Area attributable to the events described in clauses (1 ), (2), (3) or (4) in this Section 11; or (6) any act, omission or negligence of Licensee, its Agents or Invitees in, on or about the License Area; all whether any negligence may be attributed to the Indemnified Parties or not, and all whether liability without fault is imposed or sought to be imposed on the Indemnified Parties, but except to the extent that such Claim(s) arise from the Indemnified Parties' willful misconduct or negligence. Licensee's obligations under this Section 11 include, without limitation, reasonable fees, costs and expenses for attorneys, consultants and experts, and the City's costs to investigate any Claim. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the Indemnified Parties from any Claim that actually or potentially falls within this Section 11, even when the allegations in such Claim are groundless, fraudulent or false, and which obligation arises at the time the Indemnified Parties tender such Claim to Licensee and continues at all times until such Claim's final resolution. Licensee's obligations under this Section 11 will survive the expiration or termination of this Master License. 11.2. Licensee's Indemnification for Personnel Injuries Licensee acknowledges that ( 1) the City has delegated to Licensee control over the License Area; and (2) the City is not a co-employer of any employee of Licensee or any employee of Licensee's Agents, and the City shall not be liable for any Claim by Licensee's or its Agent's employee(s), as a result of any allegation that City is a co- employer of any employee of Licensee. Licensee agrees to fully indemnify, defend and hold the City harmless in the same manner as provided in Section 11.1 (Licensee's General Indemnification Obligations) against any Claim by any employee of Licensee or its Agents that arises in connection with Licensee's or its Agents' access, uses or other activities on or about the License Area. 11.3. Licensee's Defense of the City In the event that any action or proceeding is brought against any Indemnified Party in connection with any Claim, the City will use good faith efforts to send prompt written notice to Licensee. At the time Licensee receives such written notice, Licensee shall, at Licensee's sole cost and expense, resist and defend such action or proceeding with legal counsel acceptable to the City, to the extent Licensee is obligated to do so. Licensee may not admit any liability or enter into any compromise or settlement agreement on any Indemnified Party's behalf without the City's prior written consent, which consent shall not be unreasonably withheld. The City's legal counsel will be permitted to cooperate with page 20 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 31 of 59 Licensee and its legal counsel and to participate in any action or proceeding brought against any Indemnified Party in connection with any Claim. 12. ENVIRONMENTAL PROVISIONS 12.1. Licensee's General Environmental Obligations Licensee shall manage and conduct its, its Agents' and Invitees' activities on or in connection with the Property: (1) in compliance with all applicable Environmental Laws and applicable provisions in each Site License; (2) in cooperation with the City and the City's efforts to maintain compliance with all applicable Environmental Laws; and (3) in accordance with all Best Management Practices applicable to the Equipment and the Permitted Use. Licensee shall manage its, its Agents' and Invitees' activities on or about the Property, and as may be appropriate, secure the License Area, so as to prevent any noncompliance with any applicable Environmental Law or any applicable environmental provision in each Site License. 12.2. Hazardous Substances Licensee, its Agents and Invitees may use only those Hazardous Substances on or about the Property that are normally associated with the Permitted Use, and only in strict compliance with all applicable Environmental Laws. Licensee shall use best efforts to minimize Hazardous Substance use on the Property and, to the extent commercially reasonable, use non-hazardous alternatives in Licensee's operations. 12.3. Licensee's Response to Hazardous Substance Release In the event any actual, threatened or reasonably suspected Release occurs for which Licensee is responsible under this Master License, Licensee shall immediately undertake and diligently pursue, at Licensee's sole cost and expense, all action or actions necessary or appropriate to investigate, contain, stop, accomplish source control, remove and perform interim remediation in connection with such Release. Licensee shall promptly send the City written notice after Licensee discovers facts about (1) an actual or reasonably suspected violation in connection with any Environmental Law related to the Property or each Site License; or (2) an actual or reasonably suspected Release on, under, from or adjacent to the Property. 12.4. Self Help Except in an emergency or pursuant to a governmental order that requires immediate action, the City shall have the right (but not the obligation) to perform Licensee's environmental obligations under this Section 12 or any applicable Environmental Laws after the City provides Licensee with seven days' written notice and a demand to perform the obligations in issue. The City shall charge Licensee, and Licensee shall promptly reimburse the City upon demand, for any Environmental Costs, which shall bear interest at the statutory rate then in effect from the date the City expends any such funds. page 21 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 32 of 59 However, the City may not perform Licensee's obligations under this Section 12 when, within the 7-day notice period, Licensee promptly notifies the City, begins and continues thereafter to diligently pursue full performance to completion for all obligations stated in the City's notice. 12.5. Licensee's Environmental Indemnification Obligations In the event that Licensee breaches or fails to perform any of its environmental obligations contained in this Section 12, or if any act, omission or negligence by Licensee or its Agents or Invitees results in any contamination on or about the Property or the License Area, in whole or in part, or in a Release from, on, about, in or beneath the Property or the License Area, in whole or in part, or any Environmental Law violation, then Licensee, on for itself and its successors and assigns, shall indemnify, defend and hold harmless the City, including its Agents, and their respective successors and assigns from and against any and all Claims (including damages for decrease in value of the Property or License Area, any loss or restriction on the use of usable space on the Property or the License Area and sums paid to settle any Claims, which include without limitation attorneys' fees, consultants' fees, experts' fees and related costs) that arise during or after the Term and in relation to such Release or violation; provided, however, Licensee shall not be liable for any Claims to the extent such Release or violation was caused by the City's or its Agents' gross negligence or willful misconduct. Licensee's Indemnification obligation includes costs incurred in connection with any activities required to investigate and remediate any Hazardous Substance brought onto the Property or the License Area by Licensee, its Agents or Invitees and to restore the Property or the License Area to its condition that existed immediately before Licensee introduced such Hazardous Substance or to correct any Environmental Law violation(s). Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City and the other Indemnified Parties from any Claim that actually or potentially falls within this Indemnification provision even if the allegations that support the Claim are or may be groundless, fraudulent or false, and which obligation arises at the time such Claim is tendered to Licensee by the Indemnified Party and continues until the Claim is finally resolved. Licensee shall afford the City a full opportunity to participate in any discussions with regulatory agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree or other compromise or proceeding involving Hazardous Substances. 12.6. Licensee's Liability for Hazardous Substance Release Without limiting the Indemnification obligations in Section 12.5 (Licensee's Environmental Indemnification Obligations), Licensee will be responsible for all response, remediation and restoration obligations in connection with any Release and associated Environmental Costs that results from or occurs in connection with Licensee's occupation, possession or use of the Property and/or License Area from the Commencement Date, throughout the Term and after the applicable Site License expires or terminates. Notwithstanding the preceding sentence, as between the City and Licensee, Licensee will not be responsible for any Releases or associated Environmental Costs caused by the City, its Agents, page 22 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 33 of 59 contractors, invitees, licensees or other lessees after the Commencement Date so long as Licensee has complied with all applicable conditions for non-liability established in 42 U.S.C. §§ 9607(b) or (q) as may be amended. 13. INSURANCE 13.1. Licensee's Insurance Obligations Licensee shall procure and keep in effect at all times during the Term, at Licensee's cost, insurance in the following amounts and coverages: (1) Commercial General Liability insurance (including premises operations; explosion, collapse and underground hazard; broad form property damage; products/completed operations; contractual liability; independent contractors; personal injury) with limits of at least $2 million combined single limit for each occurrence; (2) Worker's Compensation Insurance per California statutory limits with Employer's Liability Limits not less than $1 million each accident or disease; (3) Commercial Automobile Liability Insurance with limit not less than $2 million each occurrence combined single limit for bodily injury and property damage, including owned and non-owned and hired vehicles. 13.1.1. Required Endorsements Commercial General Liability Insurance and Commercial Automotive Liability Insurance policies must contain the following endorsements: (1) name the City, its officers, agents, employees and volunteers as additional insureds; (2) that such policies are primary insurance to any other insurance available to the additional insureds with respect to any Claims that arise in connection with this Master License or each Site License; (3) that such insurance applied separately to each insured against whom a Claim is made or brought; (4) that such policies provide for the severability of interests and that an act or omission of one of the named insureds that would void or otherwise reduce coverage shall not void or otherwise reduce coverage as to any other named insured; and (5) that such policies shall afford coverage for all Claims based on acts, omissions, injury or damage that occurred or arose (or the onset occurred or arose) in whole or in part during the policy period. All insurance policies required to be maintained by Licensee under this Master License shall be endorsed to provide written notice of cancellation for any reason, including without limitation intent not to renew or reduce coverage to both Licensee and the City. In the event that Licensee receives a notice of intent to cancel or notice of cancellation for any coverage required under this Master License, Licensee shall forward such notice to the City within one business day and promptly take action to prevent cancellation, reinstate cancelled coverage or obtain coverage from a different insurer qualified under Section 13.1.4 (Insurer Qualifications). 13.1.2. Claims-Made Policies page 23 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 34 of 59 In the event that any required insurance under this Master License is provided under a claims-made form, Licensee shall continuously maintain such coverage throughout the Term and, without lapse, for three years after the applicable Site License expires or terminates, to the effect that such Claims will be covered under Licensee's claims-made policies should any event during the Term give rise to a Claim brought after the applicable Site License expires or terminates. 13.1.3. General Aggregate Limit The general aggregate limit for any required insurance under this Master License must be double the per-occurrence or Claims limits specified in Section 13.1 (Licensee's Insurance Obligations) when coverage includes a general annual aggregate limit or provides that Claims investigation or legal defense costs will be included in such general annual aggregate limit. 13.1.4. Insurer Qualifications Licensee's insurance providers must be licensed to do business in California and must meet or exceed an A.M. Best's Key Rating A-VIII or its equivalent. 13.1.5. Certificates; Effective Dates Within 20 business days after the Effective Date, Licensee shall deliver to the City all insurance certificates and additional insured endorsements from Licensee's insurance providers in a form satisfactory to the City that evidences all the required coverages under this Master License. In addition, Licensee shall promptly deliver to the City all certificates after Licensee receives a request from the City. The City shall not authorize Licensee to access or perform any work on the License Area until and unless all insurance coverages required to be carried by Licensee under this Master License have been obtained. Licensee shall ensure that all insurance coverages required to be carried by Licensee under this Master License remain in effect at all time until all Equipment has been removed from the License Area. The requirements in this Section 13.1.5 shall survive the expiration or termination of this Master License. 13.1.6. Self-Insurance Licensee shall not be permitted to meet its insurance obligations under this Master License through self-insurance without prior written consent from the City, which the City may withhold in its sole discretion for any or no reason. In the event that the City consents to allow Licensee to self-insure as an alternative insurance program, such consent will not be deemed an amendment or implied waiver to any other requirement in this Master License. Any amendment to any insurance requirement must be in a written agreement. 13.2. Contractors' Bonds Insurance page 24 I 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 35 of 59 Licensee shall require its contractors that install, maintain, repair, replace or otherwise perform any work on or about the License Area: (1) to provide bonds to guarantee the performance of the work and the payment of subcontractors and suppliers for any installation of Equipment, and (2) to have and maintain insurance of the same coverage and amounts as required of Licensee. 13.3. No Limitation on Indemnification Obligations Licensee's insurance obligations under this Section 13 in no way relieves or decreases Licensee's liability under Section 11 (Indemnification) or any other provision in this Master License. 13.4. Intentionally Omitted 14. ASSIGNMENT; SUBLICENSE 14.1. Assignment Licensee may assign this Master License or any Site License at any time without the City's consent (i) to an Affiliate; (ii) to Licensee's successors-in-interest; (iii) in connection with the sale, exchange, or other transfer of Licensee's FCC authorization for the geographic market area in which the License Area is located or substantially all of Licensee's assets in the geographic market area where the License Area is located; or (iv) in connection with any financing, loan, security interest, pledge, or mortgage of Licensee's property. Any other assignment or any sublicense shall require the City's prior written approval, which approval the City shall not unreasonably withhold, delay or condition. Any assignment that violates this Section 14.1 shall be deemed void and without any legal effect whatsoever, and the City shall have the right (but not the obligation) to terminate, as applicable, the Master License and/or each Site License upon written notice to Licensee. This Section 14.1 shall not preclude Licensee's right to enter into a standard roaming agreement allowing subscribers of other wireless carriers to use the Equipment specifically constructed for Licensee's use. The assignment of this Master License shall be deemed an assignment of all Site Licenses. 14.2. Intentionally Omitted 14.3. Continuing Obligation No assignment or sublicense, even with the City's consent, will relieve Licensee of its obligation to pay the License Fee and to perform all other obligations to be performed by Licensee under this Master License or Site License, as applicable. The acceptance of any payment due under any Site License by the City from any other person or entity will not be deemed to be a waiver by the City of any provision of this Master License or the applicable Site License or be construed to be consent to any assignment or sublicense. page 25 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 36 of 59 15. DEFAULT; REMEDIES 15.1. Defaults and Cure Periods The parties agree that it will be a default under a specific Site License when either the City or Licensee: (1) fails to tender any sums payable pursuant to the Site License when due, and such failure continues for 10 days after notice from the non-defaulting party; (2) fails to perform any non-monetary term, provision, covenant or obligation under the Site License, and such failure continues for 30 days after notice from the non-defaulting party; provided, however, that said 30-day cure period will be reasonably extended when the default cannot be cured within 30 days and the defaulting party commences to cure within said 30-day cure period and diligently pursues the cure to completion. 15.2. Sums Paid During Default Any sums paid from Licensee to the City after Licensee's default, and failure to cure with the applicable cure period, will not constitute a cure by Licensee or waiver by the City unless the City acknowledges such cure or waiver in a signed writing. 15.3. No Consequential Damages Licensee expressly acknowledges and agrees that the License Fee or any other sums payable to the City under each Site License do not take into account any potential liabilities for consequential or incidental damages. The City would not willingly enter any Site License without a complete waiver of liability, to the fullest extent permitted by Law, for consequential or incidental damages due to the City's or its Agents' acts or omissions, and Licensee expressly assumes the risk with respect thereto. Accordingly, without limiting Licensee's Indemnification obligations or other waivers contained in this Master License and as a material consideration for this Master License and any Site License, Licensee fully releases, waives and discharges forever any and all Claims against the City for consequential and/or incidental damages that arise from or in connection with this Master License or any Site License, which includes without limitation any lost profits from disruption to Equipment, any interference with uses or activities conducted by Licensee under each Site License, from any cause whatsoever, and whether due to the City's or its Agents' active or passive negligence or willful misconduct or not, and covenants not to sue for such damages the City, and the City's other departments, and all City agencies, officers, directors and employees, and all persons acting by, through or under them. 15.4. No Personal Liability for City Officials, Employees or Agents No elected or appointive board, agency, member, officer, employee or other Agent of the City will be personally liable to Licensee, its successors and assigns, in the event of any default or breach by the City or for any amount which may become due to Licensee, its successors and assigns, or for any obligation of the City under this Master License. page 26 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 37 of 59 15.5. Cumulative Remedies Except as may be specifically provided otherwise in this Master License, any and all rights, benefits and/or remedies provided or afforded to either the City or Licensee under this Master License or any other instrument or document executed pursuant to this Master License, including any Site License, are and will be cumulative and not exclusive of any legal or equitable rights, benefits or remedies available to either the City or Licensee under applicable Laws. 16. TERMINATION 16.1. Grounds for Termination In addition to any other provision in this Master License that authorizes the City or Licensee to terminate this Master License or a Site License, either party may terminate this Master License or any Site License without cause upon one hundred eighty (180) days' prior written notice to the other party. Licensee's indemnity obligations set forth in this Master License survive termination of this Master License or any Site License for any reason. Licensee may terminate any Site License at any time upon thirty (30) days' notice to City subject to Section 16.2 below. 16.2. Early Termination Fee In the event that Licensee elects to terminate a Site License pursuant to Section 16.1 (Grounds for Termination), Licensee shall include a one-time early termination fee equivalent to three (3) months' of License Fee of such Site License with its termination notice (the "ETF"). 17. REMOVAL AND RESTORATION Licensee shall remove all applicable Equipment at its sole expense upon the expiration or termination of each Site License, including but not limited to facilities installed by Licensee used to house Equipment that the City does not elect to retain. Licensee shall repair any damage to the License Area caused by such removal, and shall return the License Area to the condition which existed on the Effective Date, reasonable wear and tear and damage beyond the control or without the fault or neglect of Licensee excepted. Without limiting the generality of the foregoing, Licensee shall remove all footings, foundations, utilities, modifications to electrical panels, wiring and conduits. Licensee shall be deemed in actual possession of the License Area until and unless it completely removes its personal property and restores the License Area consistent with this Section 17. 18. CONDEMNATION 18.1. Permanent Takings page 27 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 38 of 59 In the event that any entity with the power to condemn permanently takes any License Area in whole or in part, or in the event that the City transfers any License Area in whole or in part to such entity in lieu of eminent domain, the following provisions will apply: 18.1.1. Termination and Award The applicable Site License will automatically terminate on the date the permanent taking or transfer occurs. The City will be entitled to any award paid or made in connection with the taking or any sums paid in lieu of such taking. Licensee hereby expressly waives any right or claim to any portion thereof, including any claim for loss of business or goodwill. All damages, whether awarded as compensation for diminution in value of the license or to the fee of the License Area, shall belong to the City. Licensee will have no Claim against the City for the value of any unexpired Term of the applicable Site License or otherwise except that Licensee may claim any portion of the award that is specifically allocable to Licensee's loss or damage to Licensee's Equipment. 18.1.2. No Statutory Right to Terminate The parties understand, acknowledge and agree that this Section 18.1 is intended to fully govern the parties' rights and obligations in the event of a permanent taking. Licensee and the City each hereby waives and releases any right to terminate the applicable Site License in whole or in part under California Code of Civil Procedure §§ 1265.120 and 1265.130 and under any similar Laws to the extent applicable to the Site License. 18.2. Temporary Takings Any taking that affects any License Area in whole or in part for less than 90 days will have no effect on the Site License, except that Licensee will be entitled to a pro-rata abatement in the License Fee to the extent that such temporary taking materially impairs Licensee's use of the License Area. Furthermore, in the event that the City receives an award, if any, in connection with such temporary taking, Licensee will receive the portion from the award that represents compensation for the use or occupancy of the License Area during the Term but not to exceed the License Fees payable by Licensee for the period of the taking, and the City will retain the balance of the award. 19. DESTRUCTION In the event that the License Area, in whole or in part, becomes damaged or destroyed due to any cause, the City will have no obligation to repair, rebuild or replace the damaged or destroyed License Area. In the event that the License Area, in whole or in part, becomes so damaged or destroyed that it materially impairs Licensee's Permitted Use, and such damage or destruction not resulted from Licensee or any other person or entity affiliated with Licensee or under Licensee's direction or control, Licensee, Licensee may elect to terminate the applicable Site License within 60 days after such damage or destruction occurs. During any period page 28 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 39 of 59 of time that the License Area is not usable by Licensee, regardless of cause, Licensee shall receive an abatement of the applicable License Fee. 20. NOTICES Except as may be specifically provided otherwise in this Master License or a specific Site License, all notices, demands or other correspondence required to be given under this License must written and delivered through (1) an established national courier service that maintains delivery records and confirmations; (2) hand delivery; or (3) certified or registered U.S. Mail with prepaid postage and return receipt requested, and addressed as follows: TO CITY: TO LICENSEE: City of Carlsbad Real Estate Manager: Curtis M. Jackson 1200 Carlsbad Village Drive Carlsbad, CA 92008 Telephone: 760-434-2836 Curtis.jackson@carlsbadca.gov Attn: Heba Gamal Common Networks, Inc. 1390 Market Street, Suite #1202 San Francisco, CA 94102 Telephone: 855-255-4590 coverage@common.net All notices will be deemed effective on receipt or on attempted delivery when delivery is refused. Telephone and email information are provided for convenience and for couriers who may require such information, and any notice given solely through electronic means will not be deemed to be effective notice. Any copies required to be given constitute an administrative step and not actual notice. The parties may change the notice addresses above from time-to-time through written notice to the addresses above or the then-current notice address. 21. BANKRUPTCY In the event that Licensee becomes a debtor in any voluntary or involuntary bankruptcy proceeding under the Bankruptcy Code, the City and Licensee expressly intend, acknowledge and agree that this Master License and all Site Licenses will be treated as either an unexpired commercial lease or an executory contract for all purposes in connection with Bankruptcy Code§ 365 and subject to the provisions Bankruptcy Code §§ 365(d)(3) and 365(d)(4) as those provisions may be amended or superseded in the future. Any person or entity to which this Master License and all Site Licenses are assigned pursuant to the Bankruptcy Code will be deemed without any further act to have page 29 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 40 of 59 assumed all Licensee's obligations under this Master License and all Site Licenses which arose before or may arise after such assignment, and any such assignee shall execute and deliver to the City a written instrument that confirms such assumption promptly upon a written demand from the City. Any monies or other consideration payable or otherwise to be delivered in connection with such assignment will be promptly paid to the City, will be the City's exclusive property and will not constitute Licensee's or its estate's property for the purposes under the Bankruptcy Code. Any such monies or other consideration not paid to the City will be held in trust for the City's benefit as paid to the City as soon as possible. 22. SECURITY DEPOSIT 22.1. Amount At the time Licensee tenders to the City the first License Fee due under each Site License, Licensee must also tender to the City for deposit a sum equal to One Thousand and 00/100 Dollars ($1,000.00) (the "Security Deposit") per Site License to secure Licensee's faithful performance of all terms, covenants and conditions in the Site License. In the event that the City applies or uses the Security Deposit in whole or in part to cure any default by Licensee under the applicable Site License, Licensee shall replenish the Security Deposit in the amount and on the date specified in a written notice to Licensee. Upon the installation of Licensee's Equipment at each subsequent License Area, Licensee shall increase the amount of the Security Deposit by One Thousand and 00/100 Dollars ($1,000.00) for each subsequent installation. 22.2. Application or Use Licensee agrees that the City may use the applicable Security Deposit in whole or in part to remedy any damage to the License Area caused by Licensee, its Agents or Invitees or any failure by Licensee to perform any term, covenant or condition in the Site License (including without limitation any failure to pay any License Fee or other sums due under the Site License either before or after any default). In the event that the City uses the Security Deposit in whole or in part, the City will not be deemed to have waived any rights under the Site License, or legal or equitable rights whatsoever. Licensee expressly waives any rights it may have under California Civil Code § 1950. 7 or any similar Law and agrees that the City may retain from the Security Deposit any portion reasonably necessary to compensate the City for any foreseeable or unforeseeable loss or damage caused by Licensee's, its Agents' or lnvitee's acts or omissions. The City's obligations with respect to the Security Deposit shall be in the nature of a debtor, and the City shall not be deemed to hold the Security Deposit in trust for any reason. The City may (but shall not be obligated to) keep the Security Deposit separate from general funds. Licensee shall not be entitled to any interest on the Security Deposit. 23. MISCELLANEOUS page 30 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 41 of 59 23.1. Interpretation; Construction The City and Licensee acknowledge and agree that: (1) both parties have been represented by counsel and that both parties have participated in the negotiation and drafting process; (2) the language in this Master License or any Site License will always be construed simply and in accordance with its fair and ordinary meaning, without any reference to any common practices, interpretations, customs or definitions that may exist in any industry or trade to which either the City or Licensee may belong; (3) this Master License or any Site License will never be construed either for or against either the City or Licensee for any reason; (4) any defined term in this Master License or any Site License will be construed to have the same definition when used in both the singular and plural form; (5) the word "or" will not be interpreted as a limitation and will be construed to mean "and/or" unless expressly provided otherwise in this Master License or any Site License; (6) the word "including" or phrase "which includes" will not be interpreted as a limitation and will be construed to be followed by the phrase "without limitation" whenever such phrase does not appear in the text; (7) all references to any "Section" will be construed to mean a section attached to this Master License and all references to any or "Exhibit" will be construed to mean an exhibit under either the Master License or Site License as referenced, and if no reference is made, then this Master License unless expressly provided otherwise in this Master License; (8) the captions contained in this Master License (a) are only for convenience, (b) will not be used to interpret or construe any term or provision in this Master License and (c) will not carry any legal effect whatsoever; and (9) this Master License or any Site Licenses are not intended to create, does not create and will not be construed to create any third-party benefit or beneficiaries, or any joint venture, partnership, employment or agency relationship between the City and Licensee. 23.2. Unenforceability; Severability In the event that a court with competent jurisdiction over this Master License or any Site License holds any provision in this Master License or any Site License invalid or page 31 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 42 of 59 unenforceable with respect to either the City or Licensee, or any third parties to whom this Master License or any Site License may become applicable or enforceable, (1) the valid or enforceable provisions will not be affected whatsoever; (2) the application of such invalid or unenforceable provision to persons or entities other than those as to whom it is held invalid or unenforceable shall not be affected; and (3) each provision in this Master License or any Site License shall be valid and enforceable to the fullest extent permitted under Law. 23.3. Time for Performance; Force Majeure Time is of the essence of this Master License and any Site Licenses. Notwithstanding the provisions in this Section 23.3, the time for performance for any term, provision, covenant or obligation under this Master License or any Site License will be deemed extended to account for any time lost due to delays that arise from strikes, civil riots, floods, labor or material shortages or restrictions, governmental intervention or any other cause not within the control of the party whose performance is due. 23.4. Integration; Entire Agreement This Master License contains the entire agreement and understanding between the parties as to the subject matter concerned in this Master License and each Site License together with this Master License contain the entire agreement an understanding between the parties as to each applicable License Area, and this Master License and each applicable Site License supersedes all prior or contemporaneous agreements, commitments, conditions, discussions, instruments, offers, promises and/or proposals between or among the City and Licensee in connection with the License Area, whether oral or written. 23.5. Successors and Assigns The parties intend and agree that this Master License and each Site License will extend to and bind the parties' respective heirs, personal representatives, successors and assigns. 23.6. Amendments or Modifications All amendments or modifications to this Master License and any Site License, if any, must be in a written and fully executed agreement signed by both parties. 23.7. Waivers No provision in this Master License or any Site License may be waived or deemed waived, except in a written waiver signed by the party against whom enforcement of such waiver is attempted. No custom or practice which may develop between the parties in the implementation or administration of the terms of this Master License or any Site License will be construed to waive or lessen any right to insist upon strict and/or timely page 32 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 43 of 59 performance of the terms of this Master License or any Site License. Any waiver by either party of any provision of this Master License or any Site License will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver. 23.8. Governing Law; Venue; Attorneys' Fees This Master License and all Site Licenses shall be governed and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. Sole and exclusive venue for any action or claim between the parties that arises from or in connection with this Master License or any Site License will reside exclusively in the Superior Court of the County of San Diego (the "Court") . All parties to this Master License agree to be subject to the Court's jurisdiction and waive all claims whatsoever that would defeat the Court's jurisdiction to hear and adjudicate any action or claim between the parties that arises from or in connection with this Master License or any Site License. The prevailing party in any final or non-appealable decision on the merits that arises from or in connection with this Master License or any Site License may be entitled to its reasonable attorneys' fees and costs, which includes without limitation reasonable witness, expert and consultant fees, at the Court's sole discretion. With respect to any provision in this Master License or any Site License that provides for payment of attorneys' fees, such fees will be deemed to include reasonable fees incurred through any applicable appeal process and will include, but not be limited to, fees attributable to legal services provided by any in-house counsel and staff to the prevailing or indemnified party. For purposes in this Master License and any Site License, all services rendered by all attorneys and their staff will be valued at the average rates for independent counsel prevailing in the County of San Diego, California. 23.9. Government Claims Act Any claim for money damages by Licensee against the City hereunder will be subject to California Government Code §§ 810 et seq. (the "Government Claims Act"). The claims presentation provisions in the Government Claims Act are hereby modified such that all claims to be presented to the City will be irrevocably waived if not made within six (6) months after Licensee discovers the facts that either give rise to the claim or would prompt an investigation that, with reasonable diligence, would lead Licensee to facts that would give rise to the claim. Neither the City nor its council members, commissioners, elected or appointed officers or officials, administrators, directors, managers, employees, attorneys, agents or volunteers will be personally liable to Licensee in the event of any default or breach of the City, or for any amount which may become due to Licensee or any successor in interest, or for any obligations directly or indirectly incurred under this License. 23.10. Public Records Act Disclosure Licensee acknowledges that the City is a public entity under the laws of the State of California. Furthermore, the parties acknowledge that this Master License and any Site page 33 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 44 of 59 License constitutes a public record that the City must publically disclose under (i) the California Public Records Act, California Government Code§§ 6250 et seq.; (ii) Title 17, California Code of Regulations§§ 91000 et seq.; (iii) Article I,§ 3, of the California State Constitution; and (iv) any other applicable Law that may require the City to disclose public records. 23.11. Estoppels Licensee, at any time and from time-to-time on not less than 30 days' notice from the City, shall execute, acknowledge and deliver to the City or its designee, an estoppel certificate which states: (a) that Licensee has accepted the License Area (or, if Licensee has not done so, that Licensee has not accepted all or any part of the License Area and specifying the applicable portions of the License Area and reasons for non-acceptance); (b) the Commencement Date, Effective Date and expiration date for the applicable Site License; (c) that the Site License is unmodified and in full force and effect or, if modified, the manner in which the Site License is modified; (d) whether any defenses then exist against the enforcement of any of Licensee's obligations under the Site License (and if so, specifying the same); (e) whether any of the City's obligations under the Site License are outstanding (and if so, identifying any City obligations that Licensee believes that the City has failed to meet); (f) the dates, if any, to which the License Fees have been paid; and (g) any other information that may be reasonably required by any such persons. 23.12. Brokers Neither the City nor Licensee has had any contact or dealings in connection with the license of any License Areas, or any communication in connection therewith, through a Broker, whose commission, if any is due, is to be paid pursuant to a separate written agreement between such Broker and the party through which such Broker contracted. In the event that any Broker perfects a claim for a commission or finder's fee based upon any such contact, dealings or communication, Licensee shall indemnify the City from all Claims brought by the Broker. The representations and indemnification obligations in this Section 23.12 will survive expiration or earlier termination of this Master License. 23.13. Survival The parties to this Master License intend that all terms and conditions within this Master License or any Site License that by their sense or context should survive each Site License's expiration, termination or cancellation, which includes without limitation Section 4.3 (Holdover Term), Section 11 (Indemnification), Section 12.1.5 (Certificates; Effective Dates), Section 17 (Removal and Restoration), Section 12 (Environmental Provisions), Section 23.8 (Governing Law; Venue; Attorneys' Fees) and Section 23.12 (Brokers), or any provision in this Master License which necessarily requires performance after this Master License expires or terminates, will survive this Master License's expiration, termination or cancellation. page 34 / 34 62013271095.4 Nov. 19, 2019 Item #3 Page 45 of 59 23.14. Submission for Inspection; No Offer Prior to the Effective Date, the parties may submit this Master License or any Site License to each other for inspection and examination purposes and such submission will not constitute an offer to license the License Area. This Master License and any Site License will become effective only upon full execution by both the City and Licensee. 23.15. Execution; Counterparts. This Master License or any Site License may be executed simultaneously or in one or more counterparts. In the event that the parties elect to execute this Master License or any Site License in one or more counterparts, Licensee shall execute first, the City shall execute second, each executed counterpart will be deemed to be an original but all counterparts taken together will constitute one and the same agreement. [END OF MASTER LICENSE -SIGNATURES BEGIN ON NEXT PAGE] page 35 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 46 of 59 IN WITNESS WHEREOF, the parties have executed this Master License on the Effective Date first written above: THE CITY: LICENSEE: Common Networks, Inc., a Delaware corporation By: Its: Date: JJ /Jq /Jq---,~--'--4-,---'--L..-----Date: Nov 26, lOl°t__,__, ............ __,,,'-=+, ------"c..=....:..----L-__ _ APPROVED AS TO FORM: By:��Celia Brewer City Attorney Date:/d /JB //9 --'-"=--+---1 --""'-i,f--L---+----- APPROVED BY CITY COUNCIL RESOLUTION NO. dOJq -J 3� ATTEST:� sy:_f'�'Lk,,,,,,J, llec-kir Gomez I txput:}76( Barbara Engelson 1 City Clerk Date: J;J/Jq /Jq---7--+7 ------ C i:J Cler K"" [END OF SIGNATURES-EXHIBITS BEGIN ON NEXT PAGE] page 36 / 34 620\3271095.4 Nov. 19, 2019 Item #3 Page 47 of 59 EXHIBIT A LICENSE AREA PROPERTIES Proposed Proposed Street Address Judication Model ? Site Site Number Number ID 1 Carlsbad, CA 2 3 4 5 6 7 8 9 10 Cont. .. 37 62013271095.4 Nov. 19, 2019 Item #3 Page 48 of 59 EXHIBIT B FORM OF SITE LICENSE AGREEMENT (appears behind this coversheet -4 pages) 38 620\3271095.4 Nov. 19, 2019 Item #3 Page 49 of 59 SITE LICENSE NO. [INSERT NUMBER IN CONSECUTIVE ORDER PER EXHIBIT A] Pursuant to that certain Master License between the City of Carl sbad, a California municipal corporation (the "City") and Common Networks, Inc., a Delaware corporation ("Licensee"), Licensee submits to the City two partially executed counterparts of this Site License, together with all the materials listed below, as its Site License Application in accordance with Section _ under the Master License: 1. Permit Property Address: (See Exhibit A for legal description) 2. Equipment: (See Exhibit B) 3. Commencement Date: ________ _, 20 4. Termination Date: ______ _, 20 5. Monthly Permit Fee: $ ___ _ 6. Special Access Requirements: ________ ......,.. ___ (if none, write "none") 7. City's Contact for Access for Emergency: ________________ _ 8. Licensee's Contact for Emergency: ----------,--------=-------- 9. Other Provisions: Licensee acknowledges that: (1) Licensee will not have the right to access or install Equipment on the License Area until after Licensee has: (a) submitted insurance information to the City as required under the Master License; and (b) Licensee has received a fully executed copy of this Site License; and (2) the City has provided notice to proceed by returning to Licensee a executed copy of the Site License. This Site License is executed and effective on the last date written below. [END OF SITE LICENSE -SIGNATURES APPEAR ON NEXT PAGE] 39 620\3271095.4 Nov. 19, 2019 Item #3 Page 50 of 59 THE CITY: City of Carlsbad, a California municipal corporation By:------------ Name: ____________ _ Its: ____________ _ Date: ___________ _ 62013271095.4 LICENSEE: Common Networks, Inc. a Delaware corporation By: Its: By:------------- Name: ____________ _ Its: _____________ _ Date: ____________ _ 40 Nov. 19, 2019 Item #3 Page 51 of 59 620\3271095.4 EXHIBIT A to Site License LEGAL DESCRIPTION OF PROPERTY 41 Nov. 19, 2019 Item #3 Page 52 of 59 620\3271095 .4 EXHIBIT B to Site License LOCATION OF LICENSE AREA 42 Nov. 19, 2019 Item #3 Page 53 of 59 EXHIBIT C CITY'S TECHNICAL STANDARDS 43 620\3271095.4 Nov. 19, 2019 Item #3 Page 54 of 59 OFFICER'S CERTIFICATE OF COMMON NETWORKS, INC. The undersigned, Zachary P. Brock, does hereby certify as follows: 1. He is a duly elected, qualified and acting Secretary of Common Networks, Inc., a Delaware corporation (the "'Company"). 2. The Company's Board of Directors has approved, among other things, the valid authorization of the Company's Chief Executive Officer, Grace Chen, to enter into agreements binding the Company, including the Master License for Wireless Facilities Located on City Real Property between The City of Carlsbad, A Cal(fornia Municipal Corporation and Common Networks. Inc .. a Delaware Corporation, as approved by The City of Carlsbad's City Council on November 19111, 2019 and effective as of the date of all parties executing the agreement. [Signature Page to Follow] (iDSVF&H\4712136.1 Nov. 19, 2019 Item #3 Page 55 of 59 IN WITNESS WHEREOF, the undersigned has executed this certificate this December 10111, 2019. By:~k~. Secretary CiDSVF&l 114712136.1 Nov. 19, 2019 Item #3 Page 56 of 59 Common Networks Rooftop Equipment Roof Equipment Overview Sample 1 Sample 2 4a Ubiqu!li PritmStat.on SAC (http1://dl.ubnl.comldatasheelSIPnsmSCatlM'PrilmStation_AC_OS.pOf) Mounting • 5' x 5' non-penetrating sled mount • Secured by cinder blocks • Protective material under sled mount Equipment • 5-60Ghz Radio Antennas Exhibit 2 • Each antenna will fall within this general size range: from 6"x 6"x 6" to 30"x16"x12" (see photos for reference). Nov. 19, 2019 Item #3 Page 57 of 59 Cable Runs • 2x 14 gauge stranded copper (DC Power) • 1 x 6-strand fiber optic cable Equipment Box • Size: 14x1 2x8 o Example: http://www.altelix.com/14x12x8-Vented-Weatherproof-Enclosure- Cooling-Fan-p/nf141 208vfa1 .htm • Weight of box and equipment in it 9 lbs • Average power usage: 40 watts Total Equipment & Mount Weight (per mount) • 450-550 pounds per mount Total Power Usage • 120V • 80 Watts base+ 45-240 Watts/mount (56 Watts is typical) • $13-$15/monthly (based on 15¢/kWh estimate) Sample Photos common __ _ 1390 Market St· #1202 • San Francisco· CA· 94102 • www.common.net Nov. 19, 2019 Item #3 Page 58 of 59 Exh ibit 3 CITY-OWNED FACILITY LIST No. DESCRIPTION 1 Twin D Water Tanks 2 Alga Norte Community Park 3 TAP Water Tank 4 Calavera Hills Community Park 5 Squires Dam Reservoir 6 Pine Avenue Park 7 Stagecoach Park 8 Aviara Community Park (Baseball Fields} 9 La Costa Low Water Tank 10 Open Space Adjacent To Roadway 11 Ca rlsbad Fire Station #3 12 C Water Tank 13 Poinsettia Park 14 Ellery Rese rvoir 15 Library Learning Center 16 Encinitas Recycling Water Facility 17 Aviara Community Park 18 Tyler Street Apartments 19 The Crossing Golf Course (Driving Range) Nov. 19, 2019 Item #3 Page 59 of 59