23-0124_COX COMMUNICATIONS_Communications Facility Lease AgreementPrinted: 01/24/2023 / 8:16 AM Initial___/___
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA
Assessor’s Parcel No. 668-101-23
1
COMMUNICATIONS FACILITIES LICENSE AGREEMENT (Commercial)
This Communications Facilities Agreement ("Agreement") is entered into this ___ day of ______, 202 3 by and
between Cox Communications California, LLC, on behalf of itself and its affiliates (“Cox”) and
CITY OF SAN JUAN CAPISTRANO (“Owner”).
Owner holds title to, or is the authorized agent of the titleholder of, certain real property located at:
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA
(“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 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.
DocuSign Envelope ID: BA07EF88-11AB-4F2D-8050-6A7BA5A7FC90
1/24/2023
Printed: 01/24/2023 / 8:16 AM Initial___/___
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA
Assessor’s Parcel No. 668-101-23
2
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
Signatures to follow:
DocuSign Envelope ID: BA07EF88-11AB-4F2D-8050-6A7BA5A7FC90
Printed: 01/24/2023 / 8:16 AM Initial___/___
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA
Assessor’s Parcel No. 668-101-23
3
For:
Cox Communications California, LLC
27121 Towne Centre Dr
Foothill Ranch, CA 92610
(949) 546.2020
By: _______________________________
Print Name__________________________
Title:______________________________
Date: ______________________________
For:
CITY OF SAN JUAN CAPISTRANO
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Re: 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA
Where Cox Should Mail or Email the
Signed Agreement and Insurance Cert to:
By: ________________________________ _________________________
Print Name: Benjamin Siegel________ _________________________
Title: City Manager__________________ _________________________
Date: ______________________________ _________________________
Email: Bsiegel@sanjuancapistrano.org _______
Who to call for access to MPOE (telephone room):
Print Name: Jordan Conway____________
Phone: 714-809-0145_________________
DocuSign Envelope ID: BA07EF88-11AB-4F2D-8050-6A7BA5A7FC90
Building Access Manager
Claudia Alba
1/24/2023
Printed: 01/24/2023 / 8:16 AM Initial___/___
32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CA
Assessor’s Parcel No. 668-101-23
4
Exhibit “A”
Legal Description:
Assessor’s Parcel Number: 668-101-23
Scope of Work:
DocuSign Envelope ID: BA07EF88-11AB-4F2D-8050-6A7BA5A7FC90