18-0424_COX COMMUNICATIONS_Communications Facility Lease AgreementC 0
Business'
COMMUNICATIONS FACILITIES LICENSE AGREEMENT (Commercial)
This Communications Facilities Agreement ("Agreement") is entered into this day of �r / , 2018 by and
between Cox Communications California, LLC, on behalf of itself and its affiliates ("Cox") as d
CITY OF SAN JUAN CAPISTRANO ("Owner").
Owner holds title to, or is the authorized agent of the titleholder of, certain real property located at:
32701 Alipaz, San Juan Capistrano, CA 92675
("Property"); The parties agree as follows:
1. Grant. Owner grants Cox permission to install and maintain its communications, distribution and other
facilities, including, but not limited to, equipment, electronics, security and automation systems, cabling, wiring
and other needed equipment ("Facilities") on the Property to provide voice, video, data, monitored security and
automation services, and any other service now or hereafter offered by Cox (collectively, "Services") to
occupants at the Property ("Tenants") and to utilize the Property, on a non-exclusive basis, for the transmission
of Services and to install and maintain appropriate facilities for such Services. Owner further grants to Cox the
non-exclusive right to enter the Property including all common areas to install, connect, disconnect, transfer,
service, remove and repair the Facilities during normal business hours, except in case of emergency in which
event Cox shall have the right to enter the Property outside of normal business hours. Owner further grants to
Cox (i) the right to use any available conduit space which is now, or is hereafter, located upon, under or over
the Property, for the installation, operation, maintenance, and removal of Cox's Facilities and (ii) the right to
intersect any such existing conduit from the public right of way or from Cox's Facilities located outside of the
Property. Owner hereby approves of the construction and installation of the Facilities in accordance with the
plans set forth on EXHIBIT A attached hereto, or, if no plans are attached as of the date of execution of this
Agreement, the parties will, prior to Cox commencing construction, cooperate in good faith to mutually approve
the construction scope of work, and/or plans, as the case may be, such approval not to be unreasonably
withheld, conditioned or delayed. If Owner requests, in writing within ninety (90) days after the expiration or
earlier termination of this Agreement, Cox shall remove the Facilities (excluding "Internal Wiring" (defined
below)) within sixty (60) days after receipt of Owner's request. Otherwise, Cox shall have the right to enter
upon the Property and remove any portion or all of the Facilities and such right shall survive the expiration or
earlier termination of this Agreement. At Cox's option, wiring and cabling may remain on the Property. The
Facilities are and shall remain the sole and exclusive property of Cox and shall not become fixtures of the
Property, except for the "Internal Wiring" which is defined as the wiring, ports and outlets located within a
commercial unit receiving Services back to the demarcation point.
2. Obligations of Cox. Cox agrees: (i) to pay for any materials and labor reasonably necessary to install the
Facilities; (ii) to keep the Property free of liens resulting from Cox's installation or removal of the Facilities; (iii)
to repair any damage to the Property if such damage results directly from Cox's installation or removal of the
Facilities; (iv) to obtain all applicable government permits for the installation of the Facilities on the Property; (v)
to shall maintain (a) Commercial General Liability insurance with a policy limit of at least $2,000,000 to protect
Owner against bodily injury or damage resulting from Cox's negligence or intentional misconduct with respect
to the installation, operation or maintenance of the Facilities on the Property, and (b) Worker's Compensation
insurance in statutory amounts. Cox insurance policies hereunder shall be with insurers (i) licensed to do
business in the state in which the Property is located and (ii) carrying an A.M. Best rating of at least A -VIII. All
policies, including any renewals thereof, shall specify that such policy cannot be canceled without at least thirty
(30) days written notice to the other party.
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32701 Alipaz, San Juan Capistrano, CA 92675
Assessor's Parcel No. 121-190-57
3. Obligations of Owner. Owner agrees: (i) not to use, move, disturb, or alter the Facilities, or interfere with
the Services, or knowingly permit any third party to do so, (ii) to disclose to Cox any information known to
Owner regarding the nature and location of private utility lines located on the Property which are not identifiable
under local Utility Protection laws; and (iii) to make available electrical service for the Facilities installed by Cox.
4. Indemnification. Cox agrees to indemnify, defend and hold Owner harmless from all third party claims,
suits, proceedings, liabilities, losses, costs, damages, and expenses, including reasonable attorneys' fees (the
"Claims") for personal injury or property damages arising out of (a) the negligence or willful misconduct of Cox
in connection with Cox's installation or removal of the Facilities at the Property; or (b) Cox's breach of this
Agreement beyond any applicable notice and cure periods. Owner agrees to indemnify, defend and hold Cox
harmless from all Claims for personal injury or property damages arising out of (a) the negligence or willful
misconduct of Owner, its employees or agents; or (b) Owner's breach of this Agreement beyond any applicable
notice and cure periods. This provision shall survive the expiration or earlier termination of this Agreement.
5. Term. The "Term" shall begin upon the date of execution by the last signing party hereunder, and continue
for five (5) years from the first day of the first full calendar month thereafter. The Term of this Agreement shall
automatically renew for consecutive one (1) year terms (each successive year being a "Renewal Term"),
provided that either party may terminate this Agreement with at least ninety (90) days prior written notice;
however, Owner shall not have the right to terminate this Agreement at any time during which (i) Cox is
providing Services, or (ii) Cox has a service agreement in place with any Tenant. Cox may terminate this
Agreement (i) in the event Cox is unable to continue the distribution of any Services because of any law, rule,
regulation or judgment of any court (or any similar reason beyond the reasonable control of Cox), (ii) if the
applicable franchise or licenses are assigned, terminated, surrendered or revoked for any reason, or (iii) in the
event that Cox elects to no longer provide Services to the Property.
6. Default. If either party fails to perform any material condition or agreement to be performed or observed by
it hereunder and such default is not cured within thirty (30) days after the defaulting party's receipt of written
notice from the non -defaulting party, the non -defaulting party may immediately terminate this Agreement by
providing written notice to the defaulting party.
7. Miscellaneous. This Agreement is the entire understanding between the parties and supersedes any prior
agreements or understandings whether oral or written. This Agreement may not be amended except by a
written instrument executed by both parties. This Agreement is governed by the laws of the state where the
Property is located. Owner acknowledges that (i) this Agreement and Cox's rights granted herein shall be
binding upon Owner's successors and assigns, and (ii) Owner shall notify any successor Property owner of
Cox's right under this Agreement and provide such party a copy hereof. Each Party has the full right and
authority to execute this Agreement and grant the rights and/or accept the obligations contained herein. Owner
represents that there are no prior or existing agreements, nor will there be any agreements during the Term,
that would be breached by Owner's execution of this Agreement or by Cox's provision of the Services. Cox
may assign this Agreement without consent, in whole or part, to (i) to any affiliate of Cox; (ii) any entity merging
with, or acquiring substantially all of the assets of, Cox or (iii) any services provider that provides Services to
any Tenant. Notices required to be given shall be sent by U.S. Certified Mail, postage prepaid, return receipt
requested, or national overnight courier to the address set forth below. Cox shall determine the appropriate
date to begin construction and/or installation of the Facilities at the Property and the commencement of the
provision of Services to Tenants. Owner shall have no responsibility for the Services provided by Cox, or for
the proper functioning of the Facilities. In the event of bankruptcy of any Tenant or Owner, or in the event of a
Service disconnection order, Cox shall have the right to enter upon the Property to recover the Facilities.
Signatures on next page
Printed: 03/16/2018 / 8:32 AM 2 Initial_/'A7�
32701 Alipaz, San Juan Capistrano, CA 92675 %%%"'
Assessor's Parcel No. 121-190-57
Signatures to follow:
For:
Cox Communications California, LLC
27121 Towne Centre Dr
Foothill Ranch, CA 92610
(949) 546.2000
By:
Print Name
Title:
Date:
For:
CITY OF SAN JUAN CAPISTRANO
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Re: 32701 Alipaz, San Juanfflapistrano, CA 92675
Mail Signed Agreement to:
Pint Name: Ac&,, "L-,, - /h
Title: �� �� /� a—(A tz y G—
Date:
Email: ,t3 Si c�/C s� .Tu o h �'•ydr f l�vb �, �. o
Who to call for access to MPOE:
Print Name:
Phone:
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32701 Alipaz, San Juan Capistrano, CA 92675
Assessor's Parcel No. 121-190-57
Exhibit "A"
Legal Description:
Assessor's Parcel Number: 121-190-57
Scope of Work:
From utility pole, Cox to bore under street and then trench 300' , placing new
Telco conduit to MPOE allowing for building entry. Place equipment in MPOE.
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Printed: 03/16/2018 / 8:32 AM 4 Initial—/
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32701 Alipaz, San Juan Capistrano, CA 92675
Assessor's Parcel No. 121-190-57