San Clemente City Council
September 2, 2025

RELEASE AND SETTLEMENT AGREEMENT
This RELEASE AND SETTLEMENT AGREEMENT (this "Agreement") is made effective as of the latter signature date hereof (the "Effective Date") by and among Harbor View Estates Homeowners Association, a Common Interest Development Nonprofit Corporation ("HOA"), the City of San Clemente (the "City"),American Tower Management, LLC ("American Tower"), and DISH Wireless LLC ("DISH').

The HOA, the City, American Tower, and DISH are collectively sometimes referred to herein as the "Parties" and, individually, as a "Party."

RECITALS
A. American Tower owns certain real property located at 616 Del Dias, Rancho San Clemente Trail, Rancho San Clemente, California 92672 (APN: 690-552-05) (the "Property"). The Property contains wireless communications facilities (the "Facilities"). American Tower is the current owner of the tower located at the Property (the "Tower").

B. The current use of the Prope1ty was approved under Conditional Use Petmit No. C-1021 by the Orange County Planning Division, ("1962 CUP" attached hereto as Exhibit A). The 1962 CUP pennits the development and use of the Prope1ty, Facilities, and Tower as a wireless communications facility.

C. On or about July 6, 2023, American Tower and the City entered into an agreement pursuant to which the Tower would be reduced to a maximum of 70 feet in height, as more fully discussed therein ("Volunta,y Compliance Agreement" or "VCA" attached hereto as Exhibit B). American Tower thereafter reduced the height of the Tower to 70 feet in accordance with the VCA.

D. On October 17 and November 8, 2023, the City held public meetings concerning the Property and certain members of the public alleged nuisance and violations of conditions set forth in the 1962 CUP at the Property. On December 5, 2023, the San Clemente City Council ("City Councif') adopted Resolution No. 23-159 to initiate a public heaiing to consider changing or revoking the 1962 CUP and the VCA based upon these allegations.

E. On or about January 8, 2024, the HOA filed an action against the City, American Tower, and DISH (collectively, "Respondents") advancing causes of action including, but not limited to, under the California Environmental Quality Act ("CEQA"), California Public Resources Code section 21000, et seq., challenging the legality of the Voluntary Compliance Agreement entered into between the City and American Tower (Case No. 30-2024-013 71169-CU-WM-CXC) (the "Litigation").

F. On January 16, 2024, the City Council held a public hearing to consider changing or revoking the 1962 CUP, the VCA, and Wireless Screening Fonn WMS 23-231 submitted by DISH. The City Council made findings that American Tower was in violation of all three conditions of approval contained in the 1962 CUP ("Findings"), but did not make any changes to or revoke the 1962 CUP or the VCA.

G. The allegations advanced by the public with respect to the Property including but not limited to the allegations in the Litigation, as well as the allegations considered by the City with respect to the Prope1ty and any allegations arising out of or relating to any of the materials in the City's files relating to the Property, including, without limitation, the Findings, are collectively refe1Ted to herein as the "Dispute."
Attachment 2
H. The Parties, without any admission of liability, desire to settle with finality, compromise, dispose of, and release all claims arising out of or in any way related to the Dispute and the claims that were asserted, or that could have been asserted, in the Litigation or any other forum.

NOW, THEREFORE, in consideration of the promises, covenants, provisions, payments and mutual agreements set forth in this Agreement, none of which shall constitute an admission of liability or admission against interest, and other good and valuable consideration, the receipt, adequacy, and sufficiency of which the Parties expressly acknowledge, the Parties hereby agree and covenant as follows:

1. Recitals. The recitals set fo1th above are hereby incorporated in and made a part of this Agreement.

2. Dismissal of Lawsuit. The HOA shall seek dismissal with prejudice of the Litigation from the Court within fifteen (15) days after the Effective Date of this fully executed Agreement.

3. Site Security.
(a) To the extent not already commenced, following dismissal of the Litigation as set forth in Paragraph 2 above and within a commercially reasonable time, American Tower shall commence improving the site security around the existing Facilities ("Site Security Measul'es"). The Site Security Measures shall include:
(i) Installing down-facing motion sensitive security lights; (ii) Installing security cameras; and
(iii) Installing erosion control measure(s) that are mutually acceptable to American Tower and the City.
(b) Except for work related to preparing, submitting and perfecting all necessary permits and approvals for the Site Security Measures ("Site Security Approvals"), American Tower shall not commence work on any Site Security Measures unless and until all Site Security Approvals have been issued. (c) If any necessary pennit or approval from the City for work relating to the Site Security Measures, or any po1tion of them, is not approved or conditionally approved by the City, American Tower shall have no obligation to implement such particular Site Security Measure, but shall implement the remainder. lf any necessary pennit or approval from any other governmental authority for work relating to the Site Security Measures is not approved or conditionally approved by such other governmental authority, the Parties will meet and confer within thirty (30) days from such denial and engage in good-faith efforts to find an alternative solution to achieve substantially the same benefit as would be provided by the improvements in the denied application.
(d) If any necessa1y pennit or approval is issued with conditions that American Tower, in its sole discretion, detennines to be unreasonable or economically infeasible, American Tower shall have no obligation to implement such pa1ticular Site Security Measure, but shall implement the remainder. (e) The HOA shall issue a one-time written notice to all households that comprise the HOA that (i) reminds members, their members' children, and their members' guests not to trespass on the Property or the Tower; and (ii) provides phone numbers for the Orange County Sheriffs Office, the City Park Rangers, and American Tower's Network Operations Center (877-518-6937, [email protected]) where trespassing may be reported. 2 4. Settlement Payments.
(a) Within ninety (90) days of the Effective Date of this Agreement, the City shall pay American Tower the sum of Ninety Thousand Dollars and Zero Cents ($90,000.00) (the "City Cost Contribution"). Within ninety (90) days of the Effective Date of this Agreement, the HOA shall pay American Tower the sum of Sixty Thousand Dollars and Zero Cents ($60,000.00) (the "HOA Cost Contribution"). The HOA Cost Contribution shall be paid as follows: (i) Ten Thousand Dollars ($10,000.00) shall be paid by the HOA directly to American Tower; and (ii) Fifty Thousand Dollars ($50,000.00) shall be paid to American Tower by the City on the HOA 's behalf pursuant to the terms of a loan agreement between the City and the HOA executed substantially contemporaneous with this Agreement ("Loan Agreemeut"). The City Cost Contribution and HOA Cost Contribution is collectively referred to in this Agreement as the "Combined Cost Contribution".

All payments made pursuant to this Paragraph shall be made by Automated Clearing House ("ACH') to the following:

ACH/Wires
Account Name:

ABA Routing #:

American Towers LLC
02 1000021
Account#: 227723662
Bank Address
270 Park Avenue New York City, New York 10017
Email Remittance Address
[email protected]
(b) The Parties acknowledge that: (i) Fifty Thousand Dollars and Zero Cents ($50,000.00) from the City's Cost Contribution represents a secured loan by the City to the HOA, which will be repaid by the HOA to the City pursuant to the terms and conditions of a promissory note (the "Note"), which has been or will be executed substantially contemporaneous with the execution of this Agreement and the Loan Agreement; and (ii) the City shall have no obligation to pay the City's Cost Contribution or any po11ion of the HOA's Cost Contiibution until and unless the HOA executes the Note and the conditions precedent in the Loan Agreement are satisfied.

5. Replacement Monopole.
(a) American Tower will remove and replace the existing lattice Tower with a new Monopole ("Mo11opo/e," and collectively with all related work the "Project"). The Monopole shall be up to 120 feet tall and constructed in a manner compliant with all objective regulations, rules and standards in applicable health and safety codes, which includes without limitation all building codes, electrical codes and all federal standards for human exposure radiofrequency emissions.
(b) American Tower will submit all necessary applications for permits and/or approvals for the Project to the City within a commercially reasonable time after all payments have been received pursuant to Paragraph 4 above. For the avoidance of doubt, American Tower shall have no obligation to take any action in furtherance of the Project until its receipt of all payments set forth in Paragraph 4 above.

Upon request from DISH, American Tower shall provide copies of such submitted applications to DISH within a commercially reasonable time.
3 (c) Subject to Paragraphs 8 and 9 below, American Tower will begin construction of the Monopole within a commercially reasonable time after (i) all necessary permits and approvals for the Project ("Approvals") have been issued, and (ii) all applicable limitations periods in which any Party or third party could challenge such Approvals have expired. (d) Subject to Paragraphs 8 and 9 below, American Tower will commence removal of the existing lattice Tower within a conunercially reasonable time after (i) the Monopole has been fully constructed, (ii) all carrier tenants' and licensees' ("Customers") equipment on the lattice Tower at the time the Monopole construction is complete ("Custome1· Equipment") has been relocated from the Tower to the Monopole, and (iii) the Custo1ner Equipment is functional and operational. For the avoidance of doubt, there shall be no downtime or degradation in service as a result of the Project for Customers with equipment on the lattice Tower at the time the Monopole construction is complete. For purposes of this Agreement, the definition of Customers includes, but is not limited to, DISH. (e) All work performed by American Tower in connection with the Project shall be perfom1ed to American Tower's standards and in compliance with all generally applicable laws and regulations related to public health, safety and welfare.
(t) Termination of the Voluntary Compliance Agreement. Within thirty (30) days of (i) the Customers having achieved fully operational status on the Monopole and (ii) the amendment of the 1962 CUP as set fo1ih more fully herein, the City and American Tower shall execute and deliver one (1) original te1mination to the VCA in the fmm attached hereto as Exhibit C. Contemporaneous with the execution of this Agreement, the City and American Tower shall also execute and deliver the Tolling Agreement attached hereto as Exhibit D.

6. Cost Contribution.
(a) The City shall waive any and all fees associated with the Project, including, but not limited to: (i) pe1mit application fees; (ii) construction and/or building pennit fees associated with the Tower removal; (iii) constmction and/or building pennit fees associated with the Monopole constmction; and (iv) any other fees pe1111itted or imposed by applicable law. (b) American Tower shall pay all costs associated with the Project not othe1wise set forth or addressed above.

7. Regulatory Approvals; Cooperation Amongst the Parties. (a) The City will reasonably cooperate in good faith with all pennit applications and other requests for approval in connection with any work and/or improvements reasonably related to American Tower's obligations under this Agreement, including but not limited to, applications to relocate the Customer Equipment to the Monopole and any Customer applications to install and operate equipment on the Tower submitted in connection with the application for the Monopole (collectively, "Applications"). (i) "Reasonable Cooperation" means that the City will (I) process all Applications with deliberate speed and in compliance with all applicable laws; (2) endeavor to schedule and hold any required public meetings or hearings as soon as practicable; and (3) waive all fees for all Applications reasonably related to American Tower's obligations under this Agreement. (ii) The Parties understand that the City cannot waive its discretiona1y decisionmaking authority through this Agreement, and that Reasonable Cooperation by the City does not guarantee any approval, denial, or other outcome.
4 (iii) The City further agrees that it will reasonably cooperate in good faith with all pennit applications and other requests for approval by American Tower or its Customers for a period of five (5) years following the execution of this Agreement. (b) American Tower will reasonably cooperate in good faith with all incomplete notices and requests for additional information issued by City staff in connection with the Applications. American Tower understands and agrees that its reasonable cooperation includes, without limitation: (i) timely responses to inquiries and/or incomplete notices from City staff; (ii) good faith consideration of requests from the City to toll Applications for up to 30 days; (iii) designating a single point of contact for City staff to engage with in connection with the Applications and Approvals, which shall be Bonnie Belair ([email protected]), but which point of contact may be changed upon notice to the City; and (iv) waiving its right under Cal. Gov. Code Section 65964.1 to seek automatic approval for applications to constrnct the Monopole described herein.
(c) Except as otherwise set forth in this Agreement, American Tower will engage in all required activities to complete the Project within a commercially reasonable amount oftime. (d) The HOA will publicly support and not oppose any and all aspects of the Project, including, but not limited to, any request or proposal by American Tower to constrnct the replacement Monopole up to 120 feet tall.
(e) The HOA will publicly suppmi and not oppose any and all Applications made by American Tower or its Customers, as defined herein. If any Applications require a public meeting or hearing, the HOA will submit a short and plain written statement of support to be included in the administrative record. (f) The HOA wiU publicly support and not oppose use of the existing lattice Tower by American Tower and/or its Customers until (1) the Monopole is fully constructed; (2) all necessary Customer Equipment has been installed on the Monopole and/or relocated from the Tower to the Monopole; (3) the Customer Equipment is operational; and ( 4) a commercially reasonable amount of time has passed and American Tower has yet to commence removal.
(g) The HOA will publicly support and not oppose use of the Monopole by American Tower and/or its Customers in accordance with the 1962 CUP at any point in time. American Tower will inform the HOA, via email, of any instances where their public support is required at least three (3) days prior to the date said support is required.
(h) The HOA will publicly support the rescission of the City Council's Findings by and through execution of the Jetter attached hereto as Exhibit E. If any further public meetings or hearings are held to consider the Findings, the HOA will submit a short and plain w1itten statement of support for rescission to be included in the administrative record.
(i) The HOA will publicly oppose any third-party attempts to challenge, modify, or revoke the 1962 CUP. If any further public meetings or hearings are held to consider the amendment or revocation of the 1962 CUP, the HOA will submit a sho1t and plain written statement of opposition to an amendment or revocation to be included in the administrative record. (j) The City agrees that (i) the 1962 CUP is vested; (ii) the I 962 CUP does not contain an expiration date; (iii) the 1962 CUP pem1its the current use of the Property, Facilities, and Tower for wireless telecommunication purposes; (iv) the 1962 CUP permits the cuITent Tower; and (v) the 1962 CUP, once its exhibit is amended per the section below, permits the future Monopole. The City represents that, upon execution of this Agreement, to the City's best and current knowledge, the Property, the Facilities, and the 5 existing Tower are in full compliance with all applicable laws, rules, and regulations, including, but not limited to, the 1962 CUP.
(i) The Parties agree that, following completion of the pe1111itting for the Monopole, the 1962 CUP's exhibit shall be amended to reflect that the new tower shall be a Monopole that shall be 120' in height.

8. Agreement Contingent On.
(a) The Parties agree that American Tower shall have no obligation to initiate, continue, and/or complete the Project if any of the following occur (individually a "Co11ti11gency," and collectively the "Contingencies"):
(i) • The HOA and/or the City fail to timely make all payments as set forth in Paragraph 4, above. In the event the HOA and/or the City fail to timely make such payments, the HOA and/or the City, as applicable, shall have a five (5) calendar day grace period to cure such failure. (ii) The City and/or any other applicable governmental authority or authorities fails to issue any permit or approval, or revokes any existing pe1mit or approval, necessary for the Project to proceed in accordance with law and within a reasonable time, taking into account the nature and scope of the Project and any agreements between the City and American Tower to extend the tirneframes for the City's review of the Project under applicable state or federal laws. (iii) The City and/or any other applicable governmental authority or authorities imposes any condition unsatisfactory to American Tower, to be detem1ined in American Tower's sole discretion, in connection with any Approvals for the Project to proceed in accordance with law, including, without limitation, any condition that differs in any way from the conditions currently contained in the 1962 CUP.
(iv) Any litigation, including, without limitation, any CEQA litigation or any action for mandamus, is filed or threatened to be filed against American Tower, the City, and/or any of American Tower's Customers based on, arising out of, or relating in any way to the Project or this Agreement.
(v) Any adverse administrative action is initiated by any governmental or regulatory agency against American Tower, the City, or any of American Tower's Customers based on, arising out of, or relating to the Project.
(b) In the event any Contingency is triggered, American Tower may, at its sole discretion, elect to pursue the Contingency Option set fo1th in Paragraph 9 below. (c) If the HOA breaches any of its obligations set forth in this Agreement, American Tower may, at its sole discretion, elect to pursue the Contingency Option set forth in Paragraph 9 below. (d) Responsibility for any fees actually waived by the City in connection with the replacement Monopole(" Waived Fees") shall be bome (i) completely by any Party that is solely responsible for a failed Contingency, or (ii) in equal shares by any Parties whose acts or omissions contributed to a failed Contingency. By way of example, but which list is not exhaustive:
(i) The City shall be responsible for all Waived Fees if the City denies any Application and the HOA did not oppose the Application;
6 (ii) The HOA shall be responsible for half ( 1/2) the Waived Fees if the HOA opposes any Application, and the City denies the Application;
(iii) The HOA shall be responsible for all Waived Fees if the HOA files a lawsuit against the City to challenge any approval associated with the Project; (iv) The City shall be responsible for all Waived Fees if American Tower withdraws any Application based on any lawsuit filed by a third-pa1iy who is not the HOA; and (v) American Tower shall be responsible for all Waived Fees if it unilaterally withdraws any Application if a Contingency has not been triggered and/or without any breach of any other obligation set forth in this Agreement by the HOA and/or the City.

9. Rights and Obligations if Contingency is Triggered ("Contingency Option"). If the Contingency Option is triggered as set forth in Paragraph 8 above, the Parties agree to the following:
(a) American Tower shall have no further obligation to pursue the Project, including but not limited to no obligation under Paragraphs 5 through 7 above. (b) American Tower shall remain obligated to implement the Site Security Measures as and to the extent set fo1ih in Paragraph 3 above.
(c) The Pa1iies agree that the 70' existing Tower shall remain in place. American Tower shall have no obligation to remove, replace, or make any other changes to the existing Tower. The conditions currently set fo1ih in the 1962 CUP shall remain in effect. (d) The City shall remain obligated to comply with all applicable provisions of this Agreement including, but not limited to, Paragraphs 4, 5(f), 6, 7(a), 7(j), 8(d), and 25. (e) The HOA shall remain obligated to comply with all applicable prov1s10ns of this Agreement, including, but not limited to, Paragraphs 2, 3(e), 4, 7(e) through 7(i), 8(d), 10, I 1, 12, and 25. (f) Notwithstanding anything in this Agreement to the contrary, if the Contingency Option is triggered (i) within thirty (30) calendar days of the execution of this Agreement, (ii) through no fau lt of the HOA or the City, and (iii) after American Tower has received all payments set forth in Paragraph 4 above, American Tower shall, within thirty (30) calendar days after such Contingency Option is triggered, refund the City's Cost Contribution to the City and the HOA's Cost Contribution to the HOA, both in their entirety and any without setoff, prior demand or counterclaim. If the Contingency Option is triggered at any other time and/or under any other circumstances, American Tower shall, within thi1iy (30) calendar days after such Contingency Option is triggered, refund the entirety of (a) the Combined Cost Contribution minus (b) all costs incuned by American Tower arising out of or relating to any obligations it may have under this Agreement, to the City (the "Pal'tial Refimd"). The City shall receive the entire Partial Refund and be responsible for distributing the received funds as follows: first, to any outstanding interest due under the Loan Agreement; second, to any outstanding principal due under the Loan Agreement; and third, any remainder from the Partial Refund shall be divided between the City and the HOA, with the City retaining 90% of any remainder from the Partial Refund and the HOA receiving 10% of any remainder from the Partial Refund.

10. HOA Release. The HOA for itself, and its respective shareholders, officers, directors, managers, representatives, agents, servants, employees, partners, principals, parents, subsidiaries, affiliates, predecessors, guarantors, attorneys, insurers, successors and assigns, and any person or entity claiming any right derivative of it ( collectively, the "HOA Parties"), does hereby unconditionally, knowingly, and 7 completely remise, release, and forever discharge the Respondents, together with the Respondents' respective past and present parent companies, predecessors, subsidiaries, affiliates, agents, employees, officers, directors, partners, related entities, stockholders, members, managers, tenants, licensees, sublessees, sublessors, contractors, lenders, insurers, attorneys, heirs, successors, and assigns and all other persons acting on behalf of or claiming under the Respondents, of and from any and all claims, lawsuits, liabilities, demands, ob ligations, actions and/or causes of action, and debts and fees of any kind or character whatsoever, including any claim for attorneys' fees, interest, or costs of litigation, whether at law or in equity, whether known or unknown, whether asserted or unasse1ied, which the HOA Parties had and/or have up to and through the Effective Date of this Agreement, arising out of or in any way related to any conduct or any alleged acts or omissions of any nature whatsoever, relating in any manner whatsoever to the 1962 CUP, the VCA, the Findings, the Dispute, and/or the Litigation, save and except the Parties' obligations under this Agreement.

11. California Civil Code Section 1542 Waiver. The HOA for itself and the HOA Parties each waive and relinquish all rights and benefits under California Civil Code Section 1542, which provides in pertinent part:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." The Parties, by their initials below, acknowledge for themselves and represent to the other Pa1ties that they have read California Civil Code Section 1542, have consulted with legal counsel or had the oppo1iunity to consult with legal counsel and understand its meaning.

City Initials American Tower Initials DISH Initials
The Paities acknowledge that each may hereafter discover facts different from or in addition to those now !mown or believed to be trne with respect to the claims, demands or causes of action, arising from or related to the Dispute, and agree that this Agreement shall be and remain effective in all respects notwithstanding any such different or additional facts.

12. Covenant Not to Sue. The HOA covenants not to sue the City, American Tower, or DISH for any action, inaction or omission based on, arising out of, or relating to the Site Security Measures, the Project, and/or the Contingency Option, except for any alleged breach of this Agreement.

13. Representations. Each undersigned individual, by his or her signature below, hereby represents and warrants that he or she is of legal age, legally competent to execute this Agreement, and fully authorized by the Party on whose behalf he or she signs this Agreement with the right, power, and authority to execute, enter into and deliver this Agreement and to perform its obligations hereunder on behalf of such Party. Each Party hereby further represents and warrants to each of the other Parties that, as of the date on which each Party executes this Agreement: (i) this Agreement has been read in its entirety and has been knowingly and voluntarily executed by each Party's representative; (ii) the execution and delivery of this Agreement has been authorized by all necessary corporate and/or company authorizations of such Party; (iii) no other proceedings or actions by such Party are necessary to authorize the execution and delivery of this Agreement or to carry out the transactions contemplated herein; (iv) no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement by such Party; and (v) this Agreement constitutes a valid and binding obligation of such Party.
8 completely remise, release, and forever discharge the Respondents, together with the Respondents' respective past and present parent companies, predecessors, subsidiaries, affiliates, agents, employees, officers, directors, partners, related entities, stockholders, members, managers, tenants, licensees, sublessees, sublessors, contractors, lenders, insurers, attorneys, heirs, successors, and assigns and all other persons acting on behalf of or claiming under the Respondents, of and from any and all claims, lawsuits, liabilities, demands, obligations, actions and/or causes of action, and debts and fees of any kind or character whatsoever, including any claim for attorneys' fees, interest, or costs of litigation, whether at law or in equity, whether known or unknown, whether asserted or unasserted, which the HOA Parties had and/or have up to and through the Effective Date of this Agreement, arising out of or in any way related to any conduct or any alleged acts or omissions of any nature whatsoever, relating in any manner whatsoever to the 1962 CUP, the VCA, the Findings, the Dispute, and/or the Litigation, save and except the Parties' obligations under this Agreement.

11. California Civil Code Section 1542 Waiver. The HOA for itself and the HOA Parties each waive and relinquish all rights and benefits under California Civil Code Section 1542, which provides in pertinent part:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." The Parties, by their initials below, acknowledge for themselves and represent to the other Parties that they have read California Civil Code Section 1542, have consulted with legal counsel or had the opportunity to consult with legal counsel and understand its meaning.

AD
HOA Initials City Initials American Tower Initials DISH Initials The Parties acknowledge that each may hereafter discover facts different from or in addition to those now known or believed to be true with respect to the claims, demands or causes of action, arising from or related to the Dispute, and agree that this Agreement shall be and remain effective in all respects notwithstanding any such different or additional facts.

12. Covenant Not to Sue. The HOA covenants not to sue the City, American Tower, or DISH for any action, inaction or omission based on, arising out of, or relating to the Site Security Measures, the Project, and/or the Contingency Option, except for any alleged breach of this Agreement.

13. Representations. Each undersigned individual, by his or her signature below, hereby represents and warrants that he or she is oflegal age, legally competent to execute this Agreement, and fully authorized by the Party on whose behalf he or she signs this Agreement with the right, power, and authority to execute, enter into and deliver this Agreement and to perform its obligations hereunder on behalf of such Party. Each Party hereby further represents and warrants to each of the other Parties that, as of the date on which each Party executes this Agreement: (i) this Agreement has been read in its entirety and has been knowingly and voluntarily executed by each Party's representative; (ii) the execution and delivery of this Agreement has been authorized by all necessary corporate and/or company authorizations of such Party; (iii) no other proceedings or actions by such Party are necessary to authorize the execution and delivery of this Agreement or to carry out the transactions contemplated herein; (iv) no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement by such Party; and (v) this Agreement constitutes a valid and binding obligation of such Party.
8 completely remise, release, and forever discharge the Respondents, together with the Respondents' respective past and present parent companies, predecessors, subsidiaries, affiliates, agents, employees, officers, directors. partners, related entities, stockholders. members, managers, tenants, licensees, sub lessees, sublessors, contractors, lenders, insurers, attorneys, heirs, successors, and assigns and all other persons acting on behalf of or claiming under the Respondents, of and from any and all claims, lawsuits, I iabi I ities, demands, obi igations, actions and/or causes of action, and debts and fees of any kind or character whatsoever, including any claim for attorneys' fees, interest, or costs of litigation, whether at law or in equity, whether known or unknown, whether asserted or unasserted, which the HOA Parties had and/or have up to and through the Effective Date of this Agreement, arising out of or in any way related to any conduct or any alleged acts or omissions of any nature whatsoever, relating in any manner whatsoever to the 1962 CUP, the VCA, the Findings, the Dispute, and/or the Litigation, save and except the Parties' obligations under this Agreement.

11. California Civil Code Section 1542 Waiver. The HOA for itself and the HOA Parties each waive and relinquish all rights and benefits under California Civil Code Section 1542, which provides in pertinent part:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." The Parties, by their initials below, acknowledge for themselves and represent to the other Parties that they have read California Civil Code Section 1542, have consulted with legal counsel or had the opportunity to consult with legal counsel and understand its meaning.

HOA Initials City Initials American Tower Initials DISH Initials The Parties acknowledge that each may hereafter discover fac ts different from or in addition to those now known or believed to be true with respect to the claims, demands or causes of action, arising from or related to the Dispute, and agree that this Agreement shall be and remain effective in all respects notwithstanding any such different or additional facts.

12. Covenant Not to Sue. The HOA covenants not to sue the City, American Tower, or DISH for any action, inaction or omission based on, arising out of, or relating to the Site Security Measures, the Project, and/or the Contingency Option, except for any alleged breach of this Agreement.

13. Representations. Each undersigned individual, by his or her signature below, hereby represents and warrants that he or she is of legal age, legally competent to execute this Agreement, and fully authorized by the Party on whose behalf he or she signs this Agreement with the right, power, and authority to execute, enter into and deliver this Agreement and to perform its obligations hereunder on behalf of such Party. Each Party hereby further represents and wan-ants to each of the other Parties that, as of the date on which each Party executes this Agreement: (i) this Agreement has been read in its entirety and has been knmvingly and voluntarily executed by each Party's representative; (ii) the execution and delivery of this Agreement has been authorized by all necessary corporate and/or company authorizations of such Party; (iii) no other proceedings or actions by such Party are necessary to authorize the execution and delivery of this Agreement or to carry out the transactions contemplated herein; (iv) no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement by such Party; and (v) this Agreement constitutes a valid and binding obligation of such Party.
8 14. Force Majeure. No Party shall not be deemed in default or breach of this Agreement by reason of any event which constitutes a force majeure. For purposes of this Agreement, a force majeure is defined as any event arising from causes beyond the reasonable control of any Party that delays or prevents performance. This includes, without limitation, acts of God, acts of war, power outages, mandatory or advisory evacuations, mandatory closures, pandemics, epidemics, acts of terrorism, fire, explosion, extraordinary weather events, restraint by court order or public authority, strikes, riots, work stoppages, supply chain disruptions, or other causes beyond any Party's reasonable control.

15. No Admissions. This Agreement represents and constitutes a full and final settlement of the Litigation and, as between the Parties, the Dispute. Nothing in this Agreement shall be construed as or shall be deemed an admission of liability, obligation, or wrongdoing whatsoever by any Party, except to the extent of the obligations expressly set forth herein.

16. Full Integration. This Agreement, including any exhibits and any other documents expressly referenced herein, constitutes the Parties' final and entire agreement on the matters expressed herein and supersedes all prior negotiations, discussions, representations, or agreements regarding settlement of the Dispute resolved by this Agreement.

17. Governing Law; Venue. This Agreement shall be governed by, constiued, interpreted, applied, and enforced in accordance with the laws of the state of California, without regard to the conflicts of laws principles of such state. Sole and exclusive jurisdiction and venue for any action, suit or litigation arising from or related to this Agreement shall be in the Superior Cou1t of California, County of Orange.

18. Computation and Interpretation of Time. As used in this Agreement, "days" means calendar days unless the last day for performance falls on a Saturday, Sunday or other day on which the City is closed for business, in which case the last day for perfonnance shall be interpreted to mean the next day on which the City is open for business.

19. No Reliance. The Parties each represent and wa1nnt that there have been no representations or promises made by the other upon which either has relied in connection with this Agreement, other than what is set forth herein in writing.

20. Counterparts Permissible. This Agreement may be executed in several counterparts, and all so executed shall constih1te one Agreement, binding on all the Parties, even though all of the Parties are not signatories to the original or the same counterpart. Furthermore, the Parties may execute and deliver this Agreement by electronic means such as .pdf or similar format. Each of the Parties agrees that the delivery of the Agreement by electronic means shall have the same force and effect as delivery of original signatures and that each of the Parties may use such electronic signatures as evidence of the execution and delivery of the Agreement by all Parties to the same extent as an original signature.

21. No Amendment Unless in Writing. No change, amendment, or modification to or of this Agreement shall be valid unless it is in writing and signed by all of the Parties.

22. Severability. Each term and provision of this Agreement is intended to be severable. If any te1m or provision of this Agreement is deemed or dete1mined to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of any other term or provision of this Agreement unless the essential purposes of the Parties are thereby frustrated.

23. Binding Upon Successors and Assigns. The Parties recognize and agree that the tenns and provisions of this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns, if any, of the Parties.
9 24. No Amendment of 1962 CUP or VCA. Except for the Termination of the VCA referenced in Paragraph 5(£) above and detailed in Exhibit C hereto, this Agreement does not alter or amend any aspect of the VCA or the 1962 CUP, or any other legal right, pe1mit, or pe1mission of American Tower with respect to the Property and Facilities.

25. Further Cooperation. The Parties agree to cooperate in taking any and all steps necessaty to give full force and effect to this Agreement, and to execute any and all additional documents necessary to effectuate the tenns and conditions of this Agreement.

THE UNDERSIGNED HA VE HAD THE FULL, COMPLETE, AND UNRESTRICTED RIGHT TO HAVE EACH AND EVERY PARAGRAPH, TERt"VI, AND/OR PROVISION OF THIS

AGREEMENT AND EACH AND EVERY RESULT AND CONSEQUENCE OF ITS EXECUTION

BY THE UNDERSIGNED FULLY EXPLAINED TO THE UNDERSIGNED BY COMPETENT

AND EXPERIENCED LEGAL COUNSEL SELECTED AND RETAINED SOLELY BY THE UNDERSIGNED. THE UNDERSIGNED HA VE CAREFULLY READ THIS AGREEMENT AND ANY EXHIBIT ATTACHED HERETO; FULLY UNDERSTAND THE CONTENTS THEREOF;

FULLY, FREELY, AND VOLUNTARILY AGREE TO AND ACCEPT EACH AND EVERY

PARAGRAPH, TERM AND/OR PROVISION CONTAINED IN THIS AGREEMENT, AND

FULLY, FREELY, AND VOLUNTARILY AGREE TO AND ACCEPT THE AGREEMENT AS BINDING UPON THE UNDERSIGNED FOR ANY AND ALL PURPOSES WHATSOEVER. [SIGNATURES FOLLOW ON NEXT PAGE]
10 IN WITNESS WHEREOF, each Party has executed, or has caused its duly authorized representative to execute, as applicable, this Agreement as of the Effective Date.

AMERICAN TOWER:

American Tower Management, LLC,
a Delaware limited liability company
By: ~ ( - --/L,,_,_,,~ . Name: RICHARD ROSSI 7
Title: SENIOR VICE PRESIDENT
GENERAL COUNSEL US iOWER
Date: \ \- I ~t - d-- 4

ACKNOWLEDGEMENT
Commonwealth of Massachusetts
County of Middlesex
On this ~day of NQ\JE.M"t.R , 202~, before me, the undersigned Notary Public, personally appeared QI CHARD R.C'ffi l S\J~ GeN.;.P.-i\UYllt,,.;':;fL USL personally known to me (or proved to me on' the basis of satisfact~ry evidence) to be the pers6n(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s) or the entity upon which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.
kxiA/\Mdt 1JI( .f:cuuIItur otary Public
Print Name: AMI\N.Dfs M · £AlRl1,Jf:AJttER
My commission expires: I\ /,;J?i /~
T I
{:;; AMANDA M. FAIRWEATHER
@ Notary Public
Commonwealth. of Massa.chusetts
My Comm1ss1on Expires
November 29, 2024
[SEAL]
[SIGNATURES CONTINUE ON NEXT PAGE]
l l
OWNER:

Harbor View Estates Homeowners
Association, a nonprofit common interest
development corporation
Byi2----
Name: ~ ~ Title: r9re c-v ~r{J
Date: fV Q>d { 1f Zo "Z...<::::( (

ACKNOWLEDGEMENT
State of Q Cl/ If ctl'.1 j ft
County of~
On this~ day of_,__,.L...>.L.>........._.-'--4-"--'--"-'-----' 202L, before me, the undersigned Notary Public, personally appeared e. S. , personally known to
me (or proved to me on the basis of satisfacto1y evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s) or the entity upon which the person(s) acted, executed the instrument.

WITNESS my hand and official seal. ......... f ~ LISA ESTRADA MCGUIRE '% No~0; :~~J;; g~~~nia ~ ~ Commission /12432138 -
► My Comm, Expires Jan 19, 2027
[SEAL]
12 CITY OF SAN CLEMENTE:

City of San Clemente, a California municipal
corporation
Date: //--jtJ--Z(j ----~---'---'-------'---
ATTEST:
a Campagnolo, City Clerk
Date: Id 10( 9:j
APPROVED AS TO FORM:

By: ..... _ q~:....::..-=-===--...::..::..~~~:_vt,..,..,....,. eth Mitchell, City Attorney
Date:_/ /-_/_1-_2.J--+--

ACKNOWLEDGEMENT
State of CfJ. \ ~ (V\ \..'\
County of ()(RI\ Of=
On this \".'1\V\!ay of----1+--'-~----'--,-----' 202 i.-\ , before me, the undersigned Notary Public, personally appeared --,~~---~-~--- ----------' personally known to me ft,1"-ur-o....B4-.tQ-1m;'O'lrtilre-mnm--trl'-""Sa1trstil-etef'll'-e'o'i-d,ett1:~) to be the person(,;) whose name.0,) is/ace subscribed to the within instrument and acknowledged to me that he/sJ:u:Ltl:iey executed the same in his~ir authorized capacity(i.es), and that by his/her/their signature(~) on the instrument, the person(~ or the entit upon which the person(-s) acted, executed the instrument. hand and official seal.
[SEAL]
13 ALL CAPACITY ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF ....:C:;..:a=li"""fo'"'"r'"'"ni=a ____________ n_ COUNTY OF --=O'-'-r=an'""g""'e'--__________ _
On November 19, 2024
(Date)
before me, Laura D. Campagnolo, City Clerk
(Name and title of the officer)
personally appeared Andy Hall , (Name of person signing) who proved to me on the basis of satisfactory evidence to be the person(s) whose name~) is/are subscribed to the within instrument and acknowledged to me that he/~ey executed the same in his/her/their authorized capacity(iss), and that by his/he~ir signature(s) on the instrument the person~). or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Signature of officer
(Seal)
Rev. 01/01/2015
DISH WIRELESS:

DISH Wireless, LLC,
a limited liability company
By:

Name:

Title:

Date: -------------

ACKNOWLEDGEMENT
State of _ _____ _
County of ______ _
On this __ day of _________ , 202_, before me, the undersigned Nota1y Public, personally appeared ______________________ , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrnment and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s) or the entity upon which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public
Print Name: ----------- My commission expires: ______ _ [SEAL] 14 EXHIBIT A
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13 APPllCNIO" '°" CONDITIONAt PERMIT
J~••''"" T-'lltJ))u,~~~.,,,.nY e/o DTJ-~'l'.~""ilL._llli...b~.IL.l..•.onu~t.- ··•~-- .... t..-; ->~'iiioiot,o l, AOOQ-401 2H:.OU9 ,,~. • W'. H. li/'Qtt ■ 1475 6tb J.v1nuo 1 Roc:-a 401, s.m Di ego 1 '2.)S-bl:i!9 ..... . .. 1,.,.z..... • .......

TO Pt nMll' tho ut.bUth£tDL or 4 m1.crowAV• rel.o,y st.o.tion in eonnvct.1ort u-it.h 1 public t.•laphona H r Yic.v in the Al Otner4l Acricul tural DhtMci. ..

Sa~d at.at.ion vill oonoht. or on A.PJ'U"Ox.i~t.e 28 !'t . by 5$ rt.. bu1ldin,: and 11 70 ft. . ~ateMa t.over all locotod iub:;tantially a.,1 ihdlca~ed en the .,tto.chcd plot r:ilan.

Acceu t o t ho alt• •.dll bu vh a n oxiutin& pr iv&te r o11d rLlnninc north&011~«1r l:r .111pprox.i u.tol r 2 11Uu frci1:1 tho City or So.n Cltunt.Q Rnorvolr slto.

Tho su·uct\lre~ wiU bo or,eloaod bt ,1 O r:.. chain Urik ron::u with locked &:U,O• Then -.,111 bf r.0 ecpl.07Ha on th J,r1u::iaea oxc9pt ror rortcd!e c:dnttnane•• Uei,:h\ Yurt1M2 fp!" .lpt,ona; Fro.1:1 )S rt.. to il =.t.dcnlo ar 70 ft. \-. .. , ... , , ... , .... -J.:ppi:ox.tiui.ely.....2..Jdle s...DCLCt.!lia:uz:..or.lJt._£r.o.11-t~ ➔ or lxnn1d1 S1il,·1u.lor {ot Siln Clai;anto wa't.or roaeirvoir ) o.t. ond o!' a pr-ivllt.O ro.1d, ....... ..... ··••o•ll11--0.Rl1h.;-r.a~g~ct oarthoo,;t nr s,n Clo~ntc, GRANTtD
n ...... W·!T-H··
CONJiJIT!Of'J] 11! U'TlO~ CF Int
011.mwmi
FL\MKIH' tCMU~<IO!
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14 II
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ORAMGE COUNTY PLANNING COMMISSION
,o,.~ .. ~i:,_~,:••••
~ · GU H•O'C <. "R(IIIL C
0111int.U ill', ao111u
.,SU.1 tAT C, f'r..Ml1'
Ot~~td~~\ln~~d ~t}~~ont ot
400 Wo:st ~1~hth Stro&t. Sl.nt.Q AM.1 1,,aUrorni.,
Attflntion: Hr. c. W. Donohuo1 3tJpor1nt ondcmt
R~: C-1021
Gontlot:1an:
:l::.....-:.:-,~tl,!:~~" w:w,1:, c.u.r.,.i
Tho Oranco County rlonnln,; Co11&i:nion ait it.s rocule1r aootine, of Ocu,;u:11 1.? 1 196,l outJ1orhad t.ht 1ri1u,1neo Of Cn,1n1• •·'-'• PONIT Al'PUCATIH, ffllo C-1lJi 1 ~t A"'t'IUO• luc,,u1Jrt L Tt\.UlilArll co .. ,.,u, 11, • .,u;, U , .. c (OIIIOl f lOI\I lfl 'fCI llo hit (liltll •ta C~l'T tr t,iC:1<11 Hl .. 111 1:..

Th; 1:pr,0111 por1od a.~ providod for in tho Or.:i.n,:o County 2on1riF; Codo t,a a oxplrod. Tho dcbr~1na"'-10n o f tho Phnntn,: Co:ia.hs1on h now finAl.

Enclo!lurn:i:

Vorr truly your.1,
ORAl/rUHTT P~I~ C<X«l?II
de?~- c-1/....u~'l. l(.."lrry C~gh, P'bnrftni; D1r oc tor Anti SocrotAry t.o th& Cotr.1:1iedon Appl!c•~loa () l CDn1it1tl111:1n Aot1.on ())
8 1021
15 -.-.-.-
l'.ll!Uit~
Oi1U\VU. COO!ln'. PL/~ru,1e- Ctt.t-GSSIO:-i . ~I?iG - P!~.mn:.m 12, 1962 f,C, 'iA!'t HO. j5i f.£<;:OllD!HO :m~: uo~.
55D C-lOU, O? A?:r.P.ICtill TELi:PltO!i!:: ft TU.UC!tArtt CO:!PJ..H?, t:ORTJL&>.S'.i' Or' siu ctt:-xr:-rs. ·~J:i~~r: (A~p~~~~!~:~ra :\.:~~O r:~~-~~t~)O~~)"O~~:f 1.~0p~ie.1~; ~:~dll !g__q_u.!a: To ;,1:-::dt. tba t111nb?1oJuont or a. olc:ro11:i:va ralo.y 1u1t:1r,n ir.

A~~~!:;~r~c~rht~!c!~~~D~o0~~tl~~o~h:/}1i!~eral
ca~:f!SIQ~: }.C':'J!llf: ll.)9: Gn.atod liPOD tho (ollowt.nc C0!1ditic.nn:

1. nn:i Dit.C! '1i•U bo f<1ncod .l!I 1nd1c:icod on E:thlb1t;. "A" or t,hi!I:
. 11.11pl1.c.":1on;
2'. tho '1Dtiro rcnced-ir:i aro.i WU b~ eo'for-cd ,rith crue1h.ed r,.,ck; 3~ Tho aceus ro:ad loa.dint; to t.hc olic: :,;hul 'co oil ,u.r!b.ceac! or traaLod ao aei to clir.:.lrwto du:t!., on .tot.ion or Dtirriei:.

A lett.tir "'3.a r'C"ccr1vcd l'rol:". tht.? C1Tiu1cn ot Force.try reco~uui.b,, th.lt. ltl.l lac.al, city und oto.t.c !1:ta lu\r-1 and ro,::ul.Ation.:1 bri: n.dbcrod tD.. :.t:-.. \.i,. H. tfa::.te. .:acent !'er the ,:,,ppUeant:.. wa:, rrccc.o~ ~d c:xplc!nl!d :;ht! s:OJ"Po,e o! th1~ propo:.ad stAt1oo.

I an '111"1 till lM ~ I !Ml "" If II mun ruM IU liflllllS • Ill tUlll '8\.:,11 MIIM t~~Utrt.,_
kp-o/,s:; ... I. ... _ (
3 1021
22 OFFICIAL COPY OR>J10E COUHr'( F'I..A«t(!UG DC.f'AAlM(HT 16 I
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CiWIGfi co1mrr PLA1nll?:C C(ilJ-IISSIO!I Mlt&TD:G ... lreC&',l~l!. 12, 1962 P.O. TAPE 110. 1 RECO:U>DiO DJDSX:
5SD C-l02l, OP AlltRICAN T?J,EPIIONl: & TEL!Y.lRAPII CctlPA!r!, !IORTUEAST Of S/JI CW!l:h"l'E.
~Ji:~: ( a~P§~~.:=~~6 2 ~:1 r::;~:~o~~ a~! t~o p~~eo~~ ~:~d4 ~: To pon:tt. t.be ,u,-t.ablbhc-.cri"C o.t a. ~tcrova.vo TOlAT 11tat.ion in connoct.1on with ll public td•pbono •u·dco in tho U Ct.narU Agricultural Diatrict, aceord.U.6 to appl1catlon on !1la.

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3 1021
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C!n'lCC Of 'i'Jlt O!f/.t:or: CC1Jl;Tr PUllU!JfC OJ:f'ARTS?P:i' ~lllORAHOUf;
TO: Oran.cc Count.y Pl1mnin(j Ca:t::ih~ion Dhrt: C:t:!eol>a:- 12, l9t1~ TRCt-!1 UQr.;'.,y 3, iJtr::h. r1anr.it1c; D!roctor
SCJDJE:C't; C-l.Oil, OF A:"SiUC,\I! T&LCPffO!:E ~ TZ!.c:G::A?II co::PA:f'!' l:Oil.Trt:~Sl' OF' 3,\11 CL~t.!:::rrt, St:1tr i'i:o~ort: Tnh Applicncton 1:1 to poi~it. tho os,cblht:-iunt of .,. nlc:roHa.va ri,l&.}• .i;ta.Uo:, .tn <.-:>nnt'ct1o:,, Witti :i public ~dcpl\ona ~~rvtcc in t.ht Al Cietn1m1l ,!,cricutur-,,l 01,t.rict., Thh i:htion will con~i:,t or on (l)'li,Jro:<Sr.io.r.i:t 21 f oot. b~• S1 fg:it. ~~t~~11fr:11:1~~or_r.~o~~J~;~~l~a~~~~/~~~:.,~t1t;~ o~rocf~;t of Son Ch::lant.c., rte ::totion wl:?.l h11 u:,:.ttondcid and r..Jd,r.t.onanco uill be pe:-romtJtl a.t pl.':-.ioJ!t::.l J.ntot-vds only.

Tho ~truct.ura will be cnclo:;ed by ., 6 !'oot: eh,:'1~ Unk !cnco Hitli 11. l.ocl:.atJ t.ltQ, For !1:-a protoc:t.!on purpo:03 cru:shcd rock ~,111 cover t.ha entire !cnc~d~in i'lrca. ru!)Hc not.1eo:s 1t0ro ~.ll.lad to the t:tto p:-o?cn·ty 01mr:rs within 300 fact. of the )lru::ihoa, tr thU ap;,lic:Dt1.o" .t.., couchtorod ror r.p;,rov,,i, ie. i: :rnu.<iatod thtit. the rollowtnc conditionu :should be c:on:iJ.dc:-11c!:
':"hu ~1to tih-lll b-c tonc:oc! .10 ind!t.:.teli on Zxhibit. 1'1." or thh a.pz,l.lca.tion; .: , Th\t er.th-& tonc:od .. in ANa =-~all ':).: cavorod H1th erm:shod rock; ) • ';he, ,1ecc,~ t"onLI lc3d1nh to tht! dta sh~ll L•o oil :iurt:i;c<1d or tr-,ntcll ::.o r..:: to 01!1:ii.."l:i.to duot. :ta~pcctCully c:uta.lttod,
3 1021 lt1'i!O\'b
18 THE PACIFIC TELEPHONE AIID TELEGRAPtl COMP~NY
l.47!J SJ)."Ot AYttNlJC.:
!il.tl DIEGO 1, CA.Llfl'OAWA.

DEC h l'lG2
or- 1• County l"l.uii1nc eo=:-luli:ii:i
,ao vut Ith St-rut :;1.11;tJl A,n.1 1 llCona1a
COHDU"tOK,IJ. H7.MIT AJ'l'UCJ.%10~
r;-]O?J
"?bh vtll .11.111p\c:MIH oui: Cofl41t1on lll hmlt Appllut1on.• tlatetl ltcvt:Dbu 26, 1''2, an th• lrvln• ft.Inch nur Cotttt11 DIil Kar and the Villiuk 1tud, e.a1t of $111 C:ln1u1to.
the h~cc4 u:iua apJ1Uc1\ile: "' each 1lt• 1.ra 1hovn or.. the 1U1d,elll p,ht plan• la 11udrvplic1u, Th• hnu vlll bo of c:hdn Uok GOT\atrvct:l01' ltlt rut tn hel1ht:.
\11 truat thh ln(o~tJon vtll bo 1uUt~hnt to H11J1hto 71t11r 11:1.!( r•;wirt,
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ft.ANtn: ti CUl,!J.tlMIOff
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STA.rt: OI CAWCR.'i.!A
Of.PAlttMtNT Of NATURAL RfSOUlCCS

DIVISION OF FORESTRY
O.C-u Kr. Barsh;
P. 0 , Boit U 0:nn,:tt1 CuUoml•
li01o"l:ltbtl' 30, 196.?
A2pllu t.1on !oi- Co.cdtt.1a.t.o1l hrr.1~
RllrGrtace LA ude ta ynur lt.it.tu af 11ovcn.J:er 1!),
1%2-, to rc'£H1I to AppUcat.!co ror Co~tt.t~.tlJ. l'•rult CP 1ca !'er th• u~t101'1 ar • alcr,:,1,1110 tt"hl' •t.UQft, le. J'C\'1(:llinl, UI!& •.!IPlJCtt.\lO(I, 1 HC N> rr~ltt::
atrv<:UI\G tt.o rsra &crv!c~. llo-..-ever, A):,o,J.ld t.\o -p~t be G,ll)~'t'N.1 l vo-.tld rcco=ae~ t.hc.t 0,,-..4: er \ho coe.HUon., be th&.t, •U lo:lll, cit)', ~ ll'kl~ t !N l.Altl tu:a2 nGUJ.cn.ioas: be At.horo4 to. 3 1021 J@~OW~ 0f.Q ~ 1952
ORANGE COUIHY IUNNINQ COMMISSIO/l
20 THE PACIFIC TELEPIIOIIE AND TELEGRAPH COMPAfl Y
147 :i .Glmi AVENUE
nAlf OIEOO I. CA\.IF"ORNlf\
Dranc111 M.a.Mi."IC COJN.1.sdon

1.00 llut Otl.1 :ilrtrit.
!l&r..U AnA1 Cu.ito:-rih
t/0\' 2 6 !962
Ca.lDITia~. Prn!at IJl?lJCJr.TlOa
:E:.r.Lonl-1·1c dtolltr~:, (or lone: cJuaot. cOail:ldo~"tlon c~b r eq~u. that ~ha Teh;hllr.• C~n;, bu!ld em\? ot sc:-vo·el. tu.c.--0,.,-;1,.,.. :--e.W !1Ut.1oru en lht Yb't)otle 11&."'l~h ltu.t er !.a..-i Cl«:f.nt•, Orar:t• C11un1,7.

Th.11 at.o.'don rll.1 l on a. -rcrr 1-;)o:-hn\. llr.k 1n W Trhph=m, Corl-r,1n;r' :1 cu.,t. ~ c-o~;t. ca,:s.mlc..t.!.on nt.t..,or~. rr., t-;ic r~t.1:-.c Cr•ttuu.xhs vlll '-0\. ir,.br!cN w,,U\ h:11.l t.aln--bio:, Ot' aey o\.h,r r&d.io o<J•~•
ll'o p\-."\ l-9 c~ns•.r,ut. :1n in1l!Al. Wild!llt 1pp:,ox1,ut,t.,l)' 7::)1 x 581 t..o,,U-,t;" vhh " W\10' 701 hlch o;; :J one f\:r-c plot or grGQ.'\:l. i:a 1,t.a.t.Lcn vlll be ur..lUcn;l:d. tlt.1n'..:m.:1.i~• lt!ll 'cH ~or-!ct='l:ld. a.t. pu-1~dic•l il,.t.or"<lll• only.
t s..ht!.:l',t f.'l:ltlU t'O:ld:. vW btl ~rv,nd and uliliud on th• "/lahouk' Aa.::.c:i.

Ac.r.(2,J1.ui)1,r,t: Ur1I 1;?11.or.t.tcn e1rc tl'lc !U\a-..rtne:1 ZO"t:1:i plot. plan,4 5!.x ci~plo o! 1eetl dnc:-ljlLlOn
Ort!fintl ~ rbo i;cptu or lo\.hr or r1M1i:11st., O:-i i:;L'1Cl .nd !ci~r cop~oa ot l ot.Lor o!' .:,ut.h{;ttnnion \.11 CWT,1,1".

Ona )MO~U•!'h o! t n,ieal !nt.Ullation. Ch'll(ll~ l{o,NV'".•7 in th1 ~\&ti'. o! Stl,CX> to:- (!.lln,-: [40.

Tcu: tavorll>lot ooM!.d•~&tloa w!.1l. be uutly a,r;rodatd, 3 102 1
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27 EXHIBIT B

VOLUNTARY COMPLIANCE AGREEMENT

PARTIES
This Voluntary Compliance Agreement ("Agreement") is entered into by and between American Tower Management, LLC (l(ATC") and the City of San Clemente (''City"). ATC and the City are sometimes refer.red to in this Agreement individually as "Party" and collectively as the "Parties'\ This Agreement ~s entered into as of July~, 2023 ("Effective Daten),

RECIT-ALS,
This Agreement is made with reference to the following:
l. ATC operates a wireless communication facility (Site No. 89366) ("Wireless Communications Facility''), located at Rancho San Clemente Trail, Rancho San Clemente, Califomia 92672 (Al1N: 690-552-05) (''Properti') that was approved under a Conditional Use Permit in ,1962 by the Orange County ("County'') Planning Division, which then had jurlsdictio:i over the Property (" 1962 CUP"),

2. The 1962 CUP permits a wireless communications facility, consisting of "an approximate 28 ft. by 58 ft. building and a 70 ft. antenna tower", in connection with a public telephone service.

3. According to ATC, the tower component of the Wireless Communications Facility is 13 7 .6 ft. hi height, which is further extended to 156 ft. when the height is measured from the highest existing appurtenance affixed to the tower.
4, Neither the City, the CoW1ty, nor ATC have been able to locate any records authorizing the expansion in height of the tower from 70 ft. to the current height.

5. Accordingly, because no records of any County or City approvals authorizing the expansion of the tower from 70 ft. to its current height have been located, ATC voluntarily agrees to reduce the height of the existing tower to the 70 ft. maximum identified in the 1962 CLP.

6. To the best of the City's information and knowledge, the only known violation of the 1962 CUP or applicable law with respect to the Wireless Communications Facility is the tower's height.

7. The City and ATC desire to resolve this matter.

AGREEMENT
In consideration of and in return for the promises, covenants, and agreements made herein by the Parties, the sufficiency of which are hereby acknowledged, the Parties agree as follows:
l. The above recitals are incorporated into the terms of this Agreement.

2. The height of the existing tower component of the Wire.less Communications Facility will be reduced to a maximum of 70 ft., when the height is measured from the existing adjacent grade to the highest appurtenance affixed to the tower.

3. All work required to reduce the height of the tower to a maximum of 70 ft. shall be performed and completed by ATC, at its sole cost and expense, within 12 months from the date that a building permit is issued by the City in accordance with Section 5, below. ATC shall submit a complete application for a building permit within two (2) months of the Effective Date.

4. ATC agrees that once the height of the tower is reduced, ATC will comply with the 1962 CUP and maintain the Wireless Communications Facility in compliance with all applicable laws, including, but not limited to, the San Clemente Municipal Code and the California Building Code. This includes, but is not limited to, obtaining any necessary permits and other approvals for construction, modifications and/or uses prior to any such changes, to ensure continued compliance 4 8 S3.?i02900i.4O113 53 8.2
with the 1962 CUP and applicable law in effect at that time. ATC shall also maintain the Wireless Communications Facility in compliance with all applicable state and federal laws and regulations, now existing or hereinafter enacted.

5. ATC agrees, prior to commencing any work to reduce the height of the tower stipulated in this Agreement, to obtain a building pennit from the City for alterations to the tower.

The City agrees to process and issue the building permit with reasonable diligence and without delay.

6. The City agrees that, following the reduction in the height of the tower, the Wireless Communications Facility will be in compliance with the 1962 CUP, and specificaUy that (i) the 1962 CUP is vested; (ii) the 1962 CUP does not contain an expiration date; and (iii) the 1962 CVP permits the current use of the Wireless Communications Facility for wireless telecommunication purposes; and (iv) the 1962 CUP permits a 70' tower. As a result, the City shall not require a discretionary approval, including but not limited to a new CUP or renewal of the 1962 CUP, in connection with the reduction in height and ongoing operation of the Wireless Communications Facility consistent with the 1962 CUP.

7. In contemplation of, and based on ATC's agreement to reduce the tower height in compliance with this Agreement and to maintain the Wireless Communications Facility in compliance with the law as set forth in Section 4 above, the City hereby will forego any enforcement proceedings for non-compliance related to ATC's tower prior to expiration of the deadline established in Section 3 above.

8. ATC hereby releases the City, its agents, employees, attorneys, elected officials, appointed officials and representatives, from any and all actions, causes of action, losses, claims, demands, damages, costs, loss of use, loss of revenue, expenses, compensation and other form of -3-
~835i50~0UiM Ml353&.2
damages arising from or relating to any enforcement proceedings for non-compliance as of the expiration of the deadline established in Section 3 above (the "ATC Released Claims"). However, this release provision does not extinguish, release, or discharge any of the obligations and rights set forth and encompassed in this Agreement. ATC shall indemnify, defend (with counsel acceptable to City) and hold the City its agents, employees, attorneys, elected officials, appointed officials and representatives from any and all actions, causes of action, losses, claims, demands, damages, costs, loss of use, loss of revenue, expenses, compensation and other form of damages by any third party arising from or relating to the A TC Released Claims or this Agreement, the 1962 CUP or ATC construction, operation or maintenance of the Wireless Communications Facility, including, but not limited to, any environmental review or approval in connection therewith.
9, Effective upon ATC's completion of the work on the tower in compliance with applicable laws and as contemplated by this Agreement, the City releases ATC, its agents, employees, attorneys, elected officials, appointed officials and representatives, from any and all known actions, causes of action, losses, claims, demands, damages, costs, loss of use, loss of revenue, expenses, compensation and other form of damages arising from or relating to any noncompliance of ATC's tower. However, this release provision does not extinguish, release, or discharge any of the obligations and rights set forth and encompassed in this Agreement.

10. ATC also hereby specifically waives the protections of California Civil Code section 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, -4-
~S83£5029ffil\U Ml.3538.2
would have materially affected his or her settlement with the debtor or released party.

11. As required by law, the City hereby reserves its right to enforce future violations of law relating to the Wireless Communications Facility or those violations currently unknown, as provided by law, and seek any remedies or rights available to the City. This section is merely intended to clarify that the City is not waiving any future rights or obligations it may have under law pertaining to future occurring or currently unknown, and therefore not contemplated, violations oflaw that may exist.

12. Advice of Counsel. The Parties represent that they have had the opportunity, whether or not they have chosen to do so, to discuss this Agreement with legal counsel.

13. Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This Agreement may be amended only by an agreement in writing signed by all Parties, except that a change in contact information may be made simply by sending notice to the other party.

14. Severability. Each provision of this Agreement is separate, distinct and severable from the others. If any provision is held unenforceable, the rest of the Agreement shall be enforced to the greatest extent possible.
15, Governing Law. 1bis Agreement s~all be governed and interpreted in accordance with the laws of the State of California.

16. Choice of Venue. The venue for any disputes arising out of this Agreement shall be in the County of Orange. ATC waives any rights that it may have to removal under Code of Civil Procedure section 395.
-5-

17. Successors and Assigns. This Agreement and all tem1s, conditions and obligations contained herein are binding upon and inure to the benefit of any assigns and successors-in-interest of the Parties, and each of them, Each of the Parties represents and warrants that as of the Effective Date none of the claims or causes of action being released herein have been transferred, assigned or othenvise conveyed to any other person or entity, and each of the Parties is the holder of the claims being released.

I 8. Force Majeure. Neither Party shall be liable for its failure or delay to perform under this Agreement (a) caused by reason of acts of God, wars, revolution, terrorism, civil commotion, or similar unlawful acts of third parties, fire, flood or other casualty, embargo, acts of government in its sovereign capacity, labor difficulties, including without limitation, strikes, slowdovvns, business shutdowns, government regulations preventing performance, epidemics or pandemics preventing performance, labor or supply shortages preventing performance, picketing or boycotts, or-any other similar circumstances beyond the reasonable control and not involving any fault or negligence of such Party, and (b) provided that Party gives prompt notice to the other Party and makes all commercially reasonable efforts to perform.
[ continued on following page]
-6- 4883li029WH Ml3538.2

19. Sitrnatures. By signing below, the Parties acknowledge that they have read, understood, and agree to all of the terms of this Agreement.

Dated: June 29, 2023 By:

Dated: June Jj_, 2023 By:

APPROVED AS TO FORM:

Dated: July 6 , 2023 By:

Dated: June .S., 2023 By:
-7-

CITY OF SAN CLEMENTE

AMERICAN TOWER MANAGEMENT,
LLC
4/l--------- Margaret R binson
Vice President, Legal Operations UST
American Tower tvlanagement, LLC
Elizabeth A. Mitchell
City Attorney for the City of San
Clemente
Emily L. Mmr;ty
Counsel to Antei0iet ·o\.ver Management,
LLC

EXHIBIT C
Termination of Voluntary Compliance Agreement
This Termination of Voluntary Compliance Agreement ("Termination Agreement") is entered into by and between American Tower Management, LLC ("American Tower") and the City of San Clemente (the "City"). American Tower and the City shall collectively be referred to as the "Parties" and singularly as a "Party."

RECITALS
WHEREAS, American Tower owns and operates a wireless communication facility, including a wireless tower (the "Tower"), located at 616 Del Dios, Rancho San Clemente, CA 92672 (APN: 690-552-05) (the "Facility"). American Tower operates the Facility pursuant to Conditional Pern1it 1021 issued by the County of Orange in 1962 (the "1962 CUP").

WHEREAS, on July 6, 2023, the Parties entered into a Voluntary Compliance Agreement (the "VCA") concerning the Facility, the tern1s of which are more fully set forth therein.

WHEREAS, the purpose of the VCA was to resolve City allegations against American Tower that the Tower at the Facility was higher than pennitted under the 1962 CUP.

WHEREAS, American Tower agreed to enter into the VCA based on the mistaken belief that the 1962 CUP pennitted the Tower to have a maximum height of no more than seventy (70) feet.

WHEREAS, the Parties represented in the VCA that they were not able to locate any records authorizing the Tower to have a height in excess of seventy (70) feet.

WHEREAS, the Parties each assert that they subsequently became aware of a more complete copy of the 1962 CUP, attached hereto as Exhibit A, which, as more fully set forth therein, authorizes the Facility to have a tower in excess of seventy (70) feet.

WHEREAS, American Tower contends that it has ce1tain causes of action against the City in contract and otherwise, including but not limited to claims arising out of or relating to the VCA, and the City contends that it has ce1tain causes of action against American Tower arising out of or relating to the VCA ( collectively, the "Causes of Action").

WHEREAS, the Parties entered into the Tolling Agreement Between American Tower Management, LLC and the City of San Clemente, effective January 17, 2024, and the First Amended Tolling Agreement Between American Tower Management, LLC and the City of San Clemente, effective July 31, 2024 (collectively, the "Tolling Agreements") to toll the Causes of Action as more fully set forth therein.

WHEREAS, the Parties now desire to terminate the VCA while preserving any rights and/or defenses they may have under law relating to the Causes of Action.

NOW THEREFORE, the Parties agree as follows:

1. The VCA is hereby tenninated in its entirety and shall be of no further force or effect as of the Effective Date of this Agreement. The Parties thereto are fully and unconditionally released and discharged from their respective obligations from or in connection with the provisions of the VCA.

2. This Termination Agreement does not constitute an affirmation or ratification by either of the Pa1ties as to the validity of the VCA or any representation set forth in the VCA.

3. By entering into this Te1111ination Agreement, neither of the Parties intends to or does waive or release any of the Causes of Action and/or any defenses thereto.

4. Nothing contained in this Agreement constitutes an admission of liability on the part of either of the Parties with respect to any of the Causes of Action.

5. This Agreement does not alter or amend any aspect of the 1962 CUP or any of the Tolling Agreements, or any other legal right, permit, or permission of American Tower with respect to the Tower and/or Facility.

6. This Agreement constitutes the entire agreement between the Parties concerning the termination of the VCA.

7. This Agreement may be modified only by a writing signed by both Parties.

8. This Agreement shall be deemed to have been drafted equally by both Parties and shall not be interpreted for or against either Party on the ground that such Party drafted the Agreement.

9. The provisions of this Agreement shall be binding upon and inure to the benefit of the owners, members, managers, officers, directors, shareholders, agents, employees, affiliates, predecessors, parents, subsidiaries, insurers, sureties, representatives, servants, partners, principals, guarantors, attorneys, successors, and assigns of the Parties, and any person or entity claiming any right derivative of that Party.

10. The signatories represent that they are authorized to sign this Agreement for any Party on whose behalf they are executing this Agreement.

11. This Agreement may be executed in counterparts and electronically, and when a copy has been signed by an authorized representative of each Party, the Agreement shall be effective as if a single document were signed by both Parties.

12. This Agreement shall be interpreted in accordance with the substantive law of the State of California, without application of choice of law provisions.

13. If an arbitrator or court of competent jurisdiction finds any prov1s1on of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid, and enforceable. If the offending provision cannot be so modified, it shall be deleted from the Agreement, unless otherwise required by law. The illegality, invalidity, or unenforceability of any provisions of this Agreement shall not affect the legality, validity, or enforceability of any other provision of this Agreement or the Agreement as a whole.

14. This Agreement is effective as of the latest date that it is signed below ("Effective Date").

Dated: - - ------
Dated: - - -------

AMERICAN TOWER MANAGEMENT, LLC
By:----------
Chad Lindner, Vice President, Legal
APPROVED AS TO FORM:

By: ________ _
Shawn T. Cobb, Outside Counsel

CITY OF SAN CLEMENTE
By: _________ _
Andy Hall, City Manager
APPROVED AS TO FORM:

By: __________ _
Elizabeth A. Mitchell, City Attorney
ATTEST:

By: _________ _
Laura Campagnolo, City Clerk

EXHIBITD
Second Amended Tolling Agreement Between American Tower Management, LLC and the Citv of San Clemente
This Second Amended Tolling Agreement ("Agreement") is entered into by and between American Tower Management, LLC ("American Tower") and the City of San Clemente (the "City"). American Tower and the City shall collectively be referred to as the "Parties" and singularly as a "Party."

RECITALS
WHEREAS, American Tower owns and operates a wireless communication facility, including a wireless tower, located at 616 Del Dios, Rancho San Clemente, CA 92672 (APN: 690- 552-05) (the "Facility"). American Tower operates the Facility pursuant to Conditional Pennit 1021 issued by the County of Orange in 1962 (the "1962 CUP").

WHEREAS, on July 6, 2023, the Parties entered into a Volunta1y Compliance Agreement (the "VCA") concerning the Facility, the terms of which are more fully set forth therein.

WHEREAS, American Tower contends that it bas certain causes of action against the City in contract, t01t, and otherwise, including but not limited to claims for breach of contract, statutory claims under the federal Spectrum Act, and writ claims under applicable land use laws, arising out of or relating to the Facility, the 1962 CUP, and/or the VCA, and the City contends that it has certain causes of action against American Tower arising out of or relating to the Facility, the 1962 CUP, and/or the VCA (collectively, the "Causes of Action").

WHEREAS, the Parties previously entered into the Tolling Agreement Between American Tower Management, LLC and the City of San Clemente effective January 17, 2024, which provided for, among other things more fully set forth therein, the tolling of the Causes of Action between January 17 and July 31, 2024.

WHEREAS, the Parties previously entered into the First Amended Tolling Agreement Between American Tower Management, LLC and the City of San Clemente effective July 31, 2024, which provided for, among other things more fully set forth therein, the tolling of the Causes of Action between January 17 and December 31 , 2024.

WHEREAS, the Parties and certain third parties are in the process of negotiating a settlement agreement (the "Settlement Agreement") and the Parties believe that it is in the public interest to toll any applicable period(s) in which each of the Parties would otherwise be required to initiate legal action in order to allow the Parties sufficient time to enter into and satisfy their respective obligations under the Settlement Agreement.

The Pa11ies therefore hereby agree and stipulate as follows:
l. Any statute oflimitations period(s) applicable to any of the Causes of Action shall be tolled from January 17, 2024 through and including January 16, 2028. This tolling provision expressly includes, but is not limited to, any applicable limitations period set forth in any statute, including but not limited to the California Government Claims Act, Gov. Code §§ 810 et seq. ("Claims Act") and/or as applicable to traditional or administrative mandamus proceedings pursuant to California Code of Civil Procedure§§ 1085 and 1094.5, as well as any applicable 4881 -3223-0384
period set forth in common law, equity, or otherwise. The Pa1iies agree that the Tolling Period will not be included in computing the time in which (i) American Tower is required to present any of its Causes of Action under the Claims Act or (ii) either Party is required to assert any of its Causes of Action in any court or any other forum of competent jurisdiction. The Parties further agree that the Tolling Period will not be considered, and shall not fonn any part of the basis for, a defense of laches or similar defense concerning the timeliness of the Causes of Action. No Party shall assert, plead, or raise against any other Party in any fashion, whether by answer, motion, or otherwise, any defense or avoidance based on the running of any statute of limitations or other doctrine relating to timeliness of claims during the Tolling Period.

2. This Agreement does not constitute any admission or acknowledgement by either Party as to any applicable statute of limitations, the time period(s) applicable to any statute of limitations, or that any statute of limitations applies to any of the Causes of Action.

3. Nothing contained in this Agreement shall revive in whole or in part any period of limitation prescribed by statute for the commencement of any action regarding any claim, or any other period of time applicable to any defense based on the passage of time, that has already nm as of January 17, 2024.

4. This Agreement does not constitute an admission of liability on the part of any of the Parties with respect to any of the Causes of Action. The Parties to this Agreement do not waive, and hereby specifically reserve, any and all rights and/or defenses that they have or may have under the law with respect to the Causes of Action.

5. This Agreement does not alter or amend any aspect of the VCA or the 1962 CUP, or any other legal right, pennit, or pennission of American Tower with respect to the Facility.

6. During the Tolling Period, both Parties agree that they will not take any judicial action against the other with respect to any of the Causes of Action.

7. This Agreement shall not be offered or received as evidence, nor shall it be admissible in a judicial or administrative proceeding, except for the purpose of enforcement hereof.

8. This Agreement constitutes the entire agreement between the Parties concerning the tolling of any applicable statute(s) oflimitations.

9. This Agreement may be modified only by a writing signed by both Parties.

10. This Agreement shall be deemed to have been drafted equally by both Paiiies and shall not be interpreted for or against either Party on the ground that such Party drafted the Agreement.

11. The provisions of this Agreement shall be binding upon and inure to the benefit of the owners, members, managers, officers, directors, shareholders, agents, employees, affiliates, predecessors, parents, subsidiaries, insurers, sureties, representatives, servants, partners, principals, guarantors, attorneys, successors, and assigns of the Parties, and any person or entity claiming any right derivative of that Patty.

12. The signatories represent that they are authorized to sign this Agreement for any Party on whose behalf they are executing this Agreement. 4881-3223-0384 -2-

EXHIBIT D - TOLLING AGREEMENT

13. This Agreement may be executed in counterparts and electronically, and when a copy has been signed by an authorized representative of each Party, the Agreement shall be effective as if a single document were signed by both Parties.

14. This Agreement shall be interpreted in accordance with the substantive law of the State of California, without application of choice of law provisions.

15. If an arbitrator or court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid, and enforceable. If the offending provision cannot be so modified, it shall be deleted from the Agreement, unless otherwise required by law. The illegality, invalidity, or unenforceability of any provisions of this Agreement shall not affect the legality, validity, or enforceability of any other provision of this Agreement or the Agreement as a whole.

16. Either Party may terminate this Agreement upon written notice to the other Party.

Such termination shall be effective and the Tolling Period shall end thirty (30) calendar days after delivery of such notice to the non-noticing Party.

17. This Agreement is effective as of November_, 2024 ("Effective Date").

Dated: _______ _
Dated: _ 1_l (,.._..._ , I q~\,---=- ot1 __
4881 -3223-0384

AMERICAN TOWER MANAGEMENT, LLC
By:--------- Chad Lindner, Vice President, Legal
APPROVED AS TO FORM:

By: _______ _
Shawn T. Cobb, Outside Counsel
By: --..J,..L..:"'"""-"'~~I.LI--
Andy Hall, Ci
APPROVEDASTOF~
By: ~
Elizeth . Mitchell, City Attorney
ATTEST:
-3-

EXHIBIT E

STATEMENT TO SAN CLEMENTE CITY COUNCIL
On or about January 8, 2024, the Harbor View Estates Homeowners Association filed an action against the City of San Clemente, American Tower Management, LLC ("American Tower"), and DISH Wireless LLC, advancing causes of action including, but not limited to, under the California Environmental Quality Act, California Public Resources Code section 21000, et seq., challenging the legality of the Voluntary Compliance Agreement entered into between the City and American Tower (Case No. 30-2024-01371169) (the "Litigation"). The Parties to the Litigation, including the Harbor View Estates Homeowners Association, have reached a tentative Release and Settlement Agreement (the "Settlement") to resolve any and all disputes between the Parties with respect to American Tower's past and current use of the wireless communications facilities located at 616 Del Dios, Rancho San Clemente Trail, Rancho San Clemente, California 92672 (APN: 690-552-05) (the "Facilities").

The Harbor View Estates Homeowners Association supports the replacement of the existing lattice tower at the Facilities with a monopole and respectfully requests that the City Council find that American Tower's past and current use of the Facilities was and is fully compliant with all applicable laws, rules, and regulations, including, but not limited to, all conditions and requirements set forth in Conditional Use Pem1it No. C-1021 approved by the Orange County Planning Division in 1962 ("1962 CUP").

The Harbor View Estates Homeowners Association respectfully requests that the City Council rescind the findings made at the January 16, 2024 public hearing with respect to the Facilities.

The Harbor View Estates Homeowners Association supports American Tower's continued use of the Facilities as a wireless communications facility in accordance with the I 962 CUP.
4859-7294--6909.I/
374393.00066/11-7-24/rjc/slc
Harbor View Estates Homeowners
Association
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