SITE ACCESS AGREEMENT
This SITE ACCESS AGREEMENT ("Agreement") is entered into by and between AMERICAN TOWER MANAGEMENT, LLC ("Owner"), and the CITY OF SAN CLEMENTE (the "City"). Owner and the City are sometimes referred to herein individually as a "Party" and together as the "Parties."
RECITALS
WHEREAS, Owner owns and operates a wireless communications facility (the "Facility") located at 616 Del Dios, Rancho San Clemente, California 92672, APN 690-552-05 (the "Property").
WHEREAS, Owner wishes to grant the park rangers in the City's Park Ranger Program, currently overseen by the Community Development Department, (hereinafter referred to as the "Park Rangers") access to the Property to assist in responding to and deterring trespassing, vandalism, and other alleged unpennitted activity on the Property, on the terms and conditions set forth herein.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the Paities hereby agree as follows:
1. Rights Granted. Owner hereby grants to the Park Rangers a license to enter upon and access the Property to respond to calls, investigate, prevent, terminate, or otherwise appropriately respond to alleged trespassing, vandalism, and/or other alleged unpennitted activity at the Prope1ty. The foregoing activities of the Park Rangers are referred to herein collectively as the "Pennitted Activities." The City acknowledges that Owner's grant of license under the terms of this Agreement is limited to the Property and only those pmtions of the Property necessary for the Park Rangers to perform and complete the Permitted Activities. The rights granted under this Agreement are limited to the Pennitted Activities detailed above and do not include, inter alia, the entry onto the Property by any party other than the Park Rangers, including other City employees, agents, or representatives not connected to the Park Ranger Program, unless agreed to by Owner in advance. The City further acknowledges that the Permitted Activities shall be performed in a reasonable manner and with minimal disruption or damage to the Facility, surrounding environment, and community.
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2. Performance of the Permitted Activities.
2.1 All Permitted Activities, if the City in its sole and absolute discretion elects to perform them, shall be performed by the Park Rangers at the City's sole cost and expense (except for the proper application of the City's Repeat Nuisance Service-Call Fee, if any, pursuant to San Clemente Municipal Code Chapter 9.20) in a prompt, safe, efficient, and workmanlike manner and in compliance with all applicable federal, state, and local laws, regulations or ordinances, and permits, approvals and conditions granted or imposed by governmental agencies.
2.2 The Park Rangers may, but are under no obligation to, enter the Property for the purpose of performing the Permitted Activities at any time so long as the Park Rangers have legitimate reason to suspect that trespassing, vandalism, and/or other alleged unpermitted activities likely to be injurious to life or property are being conducted on the Property.
2.3 Except as may be otherwise permitted by the Rancho San Clemente Master Association and/or the Harbor View Estates Homeowners Association, the Park Rangers shall not access the Property via the entrance off Del Dios. The Park Rangers shall only access the Property via the utility access roads off Avenida Salvador, as identified in the survey attached hereto as Exhibit A. The American Tower lock to access the utility access roads off Avenida Salvador is the lock in middle of the chain with a red strip of tape wrapped around it.
2.4 If and when entering the Prope1ty and performing the Permitted Activities, the Park Rangers shall use reasonable efforts to minimize interference with, or impairment or disruption of, the current use, occupancy, and/or operation of any portion of the Property by Owner. Owner acknowledges, consents to, and agrees that some interference, impairment, or disruption of uses, occupancy or operations may occur as a result of the performance of the Permitted Activities, but does not consent or agree to Park Rangers engaging in dangerous or destructive activity, including but not limited to climbing the tower or touching equipment cabinets or electric boxes.
3. Effective Date. The Effective Date of this Agreement shall be immediately after both Pa1ties have executed the Agreement.
4. written notice.
Termination. This Agreement may be terminated at any time by either party upon
5. No Other Rights Granted. This Agreement shall not in any way entitle the City, the Park Rangers, nor any other public or private entity to pe1form any activities at the Property other than the Pennitted Activities, or as otherwise specifically authorized by this Agreement, without first obtaining Owner's prior written consent which may be granted or withheld in Owner's sole discretion.
6. Mutual Release. Owner agrees to and does hereby release the City and the Park Rangers from any and all actions, claims, costs, damages, penalties, assessments, and liability arising f
rom any incidental damage to the Facility or Property or operations at the Property that may reasonably occur in the ordinary course of completing the Permitted Activities. The City agrees to and does hereby release Owner from any and all actions, claims, costs, damages, penalties, assessments, and liability arising from any damage or harm that may befall the Park Rangers in the course of completing any Permitted Activities except for damage or harm 2 intentionally caused by Owner or its agents (including but not limited to the Park Rangers). The foregoing releases shall survive any tennination of this Agreement with respect to incidents occurring during the term of the Agreement.
7. Communications. The City shall notify Owner when it responds to any alleged trespassing, vandalism, and/or other alleged unpermitted activity likely to be injurious to life or property at the Property. The City shall notify Owner and provide it copies of any non-confidential written communications, including via electronic correspondence, between City and any government agency related to the fact of the Park Rangers performing any Permitted Activities.
Notifications to Owner shall be provided to:
American Tower Network Operations Center (NOC)
877-51 TOWER (877-518-6937)
[email protected]
With a copy to:
Emily Lane Murray Esq.
Allen Matkins Leck Gamble Mallory & Natsis LLP
865 South Figueroa Street, Suite 2800
Los Angeles, CA 90017-2543
(213) 622-5555
[email protected]
8. Applicable Law: Venue. This Agreement shall be interpreted, and any dispute arising hereunder shall be resolved, in accordance with the laws of the State of California, without reference to choice of law rules. Venue shall be exclusive in the state or federal Cou11s in Orange County, California and Owner waives any right that it may have under California Code of Civil Procedure section 394.
9. Integration. This document represents the entire agreement between the Parties on the subject matter contained herein. This Agreement supersedes and replaces any and all prior agreements between the Parties regarding the subject matter herein. No modification of the terms hereof shall be effective unless in writing and duly executed by the authorized representatives of the respective parties. Nothing in this Agreement shall have any effect on any other agreement or matter between the Pai1ies.
10. Severability. If any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability shall not affect any other provision herein and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been included; provided, however, in no event shall either Party be deprived of a material consideration by operation of this provision.
11. No Admission of Liability/Duty. Each of the Parties acknowledge and agree that this Agreement, the act of entering into it, and any act or omission pursuant hereto shall not be construed as an admission of any nature, nor shall anything in this Agreement be deemed to create a duty on the City's part to undertake any of the Permitted Activities. 3 12. Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purpo1ts to sign.
13. Counterparts/Electronic Signatures. This Agreement may be executed in any number of counterpa,ts, which shall together shall constitute one complete agreement. This Agreement may be executed electronically with the same force and effect as an original, ink signature.
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4 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and effective as of the last date set fo1th below.
Dated 08/05/2024
Dated 08/06/2024
AME
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AGEMENT, LLC
By: .:cc.:M•=====::.:.==-'-'------
Name: Margaret Robinson
Its: V.P., U.S. Tower Legal Ops.
APPROVED AS TO FORM:
Efl:lUjj Murr.
8 y: Emily Murray (Aug 5, 20241� EDT)
Name: Emily Murray
Its: Allen Matkins, Counsel
CITY OF SA
N CLEMENTE
. Andy Hall BY. Andy llaU {Aug 6, 2024 16;32 POD
Andy Hall, City Manager
APPROVED AS TO FORM:
By: c-%v"w�7;;::_·ci-A,�..a.(
Elizabeth A. Mitchell, City Attorney
ATTEST:
By: laur�JNgnolo(Aug!l,202411:lOPDll
Laura Campagnolo, City Clerk
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