HomeMy WebLinkAboutItem GAGENDA STAFF REPORT
DATE: April 10, 2017
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Patrick Gallegos, Assistant City Manager
SUBJECT: APPROVE AMENDED AND RESTATED LEASES OF FOUR (4)
EXISTING CELL TOWER SITE LEASES
SUMMARY OF REQUEST:
That the City Council adopt Resolution No. 6724 approving amended and
restated leases of four existing cell tower sites on public property and authorizing
the City Manager to execute the leases, memoranda of leases, and other
necessary documents on behalf of the City.
BACKGROUND AND ANALYSIS:
Like many public entities, the City of Seal Beach leases small portions of
property it owns to telecommunications providers for use as sites for cellular
antennae. Multiple sites have been leased and operating in the City since the
1990's. This activity has substantial public benefits, as the sites improve cellular
communications in the City and provide a substantial amount of revenue to the
City in exchange for the use of small portions of City property over a long term.
None of the existing leases interferes with the City's current use of the properties
for any City purpose. As can be seen on the location map attached to this report,
the existing facilities are located around the perimeter of City properties in use for
other purposes.
The leases that are before the City Council for consideration are all located in the
vicinity of the 1 -405 freeway. A location map is attached to this staff report. The
leases proposed to be amended, restated and extended as a part of this item are
held by different lessees, as reflected below, but are all being proposed and
facilitated by Crown Castle on behalf of the various lessees. As part of the
proposed transactions, Crown Castle has agreed to pay a "signing bonus" of
$90,000 upon approval, execution and recording of the amended and restated
leases.
The four leases proposed to be amended and restated as part of this transaction
are as follows:
Agenda Item G
Page 2
3103 North Gate Road (formerly 2300 Beverly Manor Road)
( #823234)
Leased Premises: Approximately 150 square feet; plus a 30 foot wide access
easement to the ROW and a utility easement as shown on the site plan.
Lessee: T- Mobile West Tower, LLC
Rent: $16,790.52 plus 3% per year increases; 15% increase on
anniversary date in 2022, and 3% per year increases thereafter.
Term: 5 year initial term and five (5) year extensions.
Additional Revenue: 20% of revenue for new co- location subleases after
the execution date.
3101 North Gate Road (formerly 3101 Beverly Manor Road)
( #878999)
Leased Premises: Approximately 600 square feet
Lessee: STC One, LLC
Rent: $23,800.92, plus 3% increase per year.
Term: 5 year initial term and five (5) year extensions.
Additional Revenue: 20% of revenue for new co- location subleases after
the execution date.
NOTE: Existing lease would expire in 2025.
3131 North Gate Road (formerly 3101 Beverly Manor Road)
(rear of Fire Station #48)
( #845400)
Leased Premises: Approximately 610 square feet plus 30 foot wide access
easement to the ROW and a utility easement as shown on the site plan.
Lessee: NCWPCS MPL 24 - YEAR SITES TOWER HOLDINGS LLC,
Term: 5 year initial term and five (5) year extensions.
Rent: $20,523.72 plus 3% per year increases; 15% increase on
anniversary date in 2022, and 3% per year increases thereafter.
Additional: 20% of revenue for new subleases.
Note: Existing lease will expire in August of 2018. Current lease
includes CPI adjustment; new lease provides for flat 3% per year increases plus
one 15% increase.
3505 Aster Street
(Aster Park/Tennis Center) ( #845383)
Leased Premises: Approx 1200 square feet
Lessee: New Singular Wireless PCS, LLC
Rent: $20,400 annually, 3% increase each anniversary.
Term: 5 year initial term and five (5) year extensions.
Note: The City was the successor in interest to Bixby Ranch Co.
upon the transfer of this property to the City. The original lease with Bixby
expired in 2011 and has carried forward as a month -to -month tenancy. The
lessee is unwilling to continue with the current lease payments of approximately
$7,000 per month, which they indicate is significantly above the comparable
market rate. They would remove this location if not leased long term and at a
cost more consistent with "market' rates.
Page 3
Financially, this package is a bit of a mixed bag for the City. City staff's survey of
leases in neighboring communities indicates that the "market' rate in the area for
similar leases on public property varies significantly based on term, location, and
lessee. These four leases are held by four different service providers, each with
their own cost structures. For the leases located in the vicinity of Fire Station
#48, the proposed lease rates for each start at, or above, current lease amounts
under existing leases. The proposed leases, for extended terms, provide the
certainty of 3% annual increases throughout the terms. In addition, the leases at
3103 and 3131 North Gate Road, respectively, also include automatic 15%
increases in the rent on the 5th anniversary of each lease. With those increases,
the two North Gate Road sites that currently generate less revenue than the site
at 3101 North Gate Road, will be somewhat more closely aligned.
For the site at the Tennis Center /Aster Park however, the new lease represents a
significant decrease from current lease revenue. Current annual lease payments
from this site are approximately $84,000 per year, as compared with the
proposed $20,400 annual payment under the new lease. However, the current
revenue is not guaranteed or likely to continue. The City is the successor in
interest to the original lessor, the Bixby Ranch Company. The existing lease was
negotiated with a private landlord in a very different environment, when freeway -
adjacent lease sites were relatively rare. The lease expired in 2011 and has
continued on a month -to -month basis. The lessee is not willing to continue the
payments at the current rates, and will move the facility if the lease is not
renewed at the proposed rate, which is generally consistent with the rates being
paid to the City by other lessees at other sites.
If the new lease for the Tennis Center /Aster Park site is approved and executed
with the other leases, the lessee is offering a one -time payment to the City of
$90,000, which will offset the revenue loss in the first year, and partially in the
second year. The rent will automatically increase by 3% each year.
Staff believes there are other benefits to the City to approving these amended
and restated leases. The first is maintaining the sites in the City on public
property and providing revenue to the City. With improvements in technology,
many new sites are available to service- providers. The sites obviously are
important to maintaining a service network for various providers to serve
customers in the area. It is likely that the site at the Tennis Center, which is not
under a long term lease currently, will not be leased in the future without the
approval of that new lease. The second benefit is converting the existing leases
from less certain formulas for increasing the rents to the uniform 3% annual
increases across the board. With the addition of the two negotiated 15%
increases in 2022, the revenue from the three leased sites around North Gate
Road will be more in alignment with each other. A third benefit is a set of longer
and more uniform terms, which will assist with administration. Two of the existing
leases are expired, with a third expiring in 2018. Fourth, staff negotiated a 20%
"commission" payment in each lease from revenue generated by any new co-
located sublease on each site. Finally, Crown Castle will make the above -
described up -front payment of $90,000 to the City upon approval and execution
of the leases.
NMI
LEGAL ANALYSIS:
The City Attorney has reviewed and approved as to form.
FINANCIAL IMPACT:
Within sixty days following approval and execution of the leases, Crown Castle
will make a one -time payment of $90,000 to the City. The four leases will
generate approximately $81,513 in revenue to the City in year one. Lease rates
will increase by 3% annually throughout the term, with additional 15% increases
in two lease rates in 2022. The current Tennis Center /Aster Park lease
payments will decrease by approximately $5,300 per month compared to the
current payments. However, the current rate for that site is not under a long -term
lease and is not likely to continue.
RECOMMENDATION:
Staff recommends that the City Council adopt Resolution No. 6724, approving
amended and restated leases of four existing cell tower sites on City property,
and authorizing the City Manager to execute the leases, memoranda of leases,
and other necessary documents on behalf of the City.
SUBMITTED BY:
/ 9G
Patrick Gallegos
Assistant City Manager
Attachments:
A. Resolution 6724
B. Leases
C. Site location map
NOTED AND APPROVED:
W719111
Ingram
City Manager
"Attachment A"
RESOLUTION NUMBER 6724
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AMENDED AND RESTATED LEASES OF FOUR
EXISTING CELL TOWER CITES ON CITY PROPERTY, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
LEASES, MEMORANDA OF LEASES, AND OTHER
NECESSARY DOCUMENTS ON BEHALF OF THE CITY
THE SEAL BEACH CITY COUNCIL DOES HEREBY FIND AND RESOLVE:
Section 1. The City of Seal Beach currently leases small portions of City
property to various telecommunications providers for antenna sites.
Section 2. The City Council hereby approves amended and restated leases for
sites located at 3103 North Gate Road, 3101 North Gate Road, 3131 North Gate
Road, and 3505 Aster Street in the forms attached to the City Council staff report
for the April 10, 2017 City Council meeting.
Section 3. The approval of these amended and restated leases is exempt from
additional review under the California Environmental Quality Act (CEQA)
pursuant to CEQA Guidelines Sections 15301, 15305, and /or 15331, and
statutorily exempt from CEQA review because it will not cause any physical
change or adverse impact on the environment. This project is further
categorically exempt pursuant to Section 15061(b)(3) of the State CEQA
Guidelines because it can be seen with certainty that there is no possibility that
the services will have a significant effect on the environment.
Section. The City Manager is hereby authorized to execute the approved leases,
memoranda of leases, and any other necessary documents on behalf of the City.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a
regular meeting held on the 10th day of April, 2017 by the following vote:
AYES: Council Members:
NOES: Council Members:
ABSENT: Council Members:
ABSTAIN: Council Members:
Sandra Massa - Lavitt, Mayor
ATTEST:
Robin L. Roberts, MMC, City Clerk
Resolution Number 6724
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Robin L. Roberts, City Clerk of the City of Seal Beach, do hereby certify that
the foregoing resolution is the original copy of Resolution Number 6724 on file in
the office of the City Clerk, passed, approved, and adopted by the Seal Beach
City Council at a regular meeting held on the 10th day of April, 2017.
Robin L. Roberts, MMC, City Clerk
I
, AUM a hm o m
Site Name: CM067 City of Seal Beach
Bun #: 823234
AMENDED AND RESTATED SITE LEASE AGREEMENT
THIS AMENDED AND RESTATED SITE LEASE AGREEMENT (the "Agreement ") is made as of the
date of the final signature below, by and between CITY OF SEAL BEACH, a municipal corporation
under the laws of the State of California ( "Landlord ") and T- MOBILE WEST TOWER LLC, a Delaware
limited liability company, by and through CCTMO LLC, a Delaware limited liability company, its
attorney in fact ( "Tenant ").
1. Definitions.
" Ag_reement" means this Amended and Restated Site Lease Agreement.
"Approvals" means all certificates, permits, licenses and other approvals that Tenant, in its sole
discretion, deems necessary for its intended use of the Leased Premises.
"Commencement Date" means the first day of the second full month following full execution of
this Agreement.
"Defaulting Party" means the party to this Agreement that has defaulted as provided for in Section
22 of this Agreement.
"Easements" and "Utility Easement" have the meanings set forth in Section 5 of this Agreement.
"Hazardous Material" means any substance which is: (i) designated, defined, classified or
regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant
under any Environmental Law, as currently in effect or as hereafter amended or enacted; (ii) a
petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products; (iii)
PCBs; (iv) lead; (v) asbestos; (vi) flammable explosives; (vii) infectious materials; or (viii) radioactive
materials. "Environmental Law(s)" means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C.
Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the
Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or amended
to date, the regulations promulgated pursuant to said laws and any other federal, state or local law,
statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal,
presence, clean -up, transportation or release or threatened release into the environment of
Hazardous Material.
"Improvements" means a wireless communications facility, including tower structures,
equipment shelters, meter boards and related improvements and structures and uses incidental
thereto.
"Initial Term" means a period of five (5) years following the Commencement Date of this
Agreement.
"Lease Term" means the Initial Term and any Renewal Terms.
"Leased Premises" means that portion of Landlord's Property consisting of a parcel of
approximately one hundred fifty (150) square feet as described in the sketch attached hereto as
Exhibit "B ". The boundaries of the Leased Premises may be subject to modification as set forth in
Section S.
Site Name: CM067 City of Seal Beach
Bun #: 823234
"Tenant's Notice Address" means T- Mobile West Tower LLC, c/o Crown Castle USA Inc., Attn:
Legal - Real Estate Dept.1, 2000 Corporate Drive, Canonsburg, PA 15317 -8564, 1- 866 - 482 -8890.
"Landlord's Notice Address" means City of Seal Beach, attn: City Clerk, 211 8th Street, Seal Beach,
California 90740; (562)431 -2527.
"Landlord's Property" means the parcel of land located in the City of Seal Beach, County of Orange,
State of California, as shown on the Tax Map of said County as Tax Parcel Number 095- 020 -15, being
further described in the instrument recorded in Orange County, a copy of said instrument being
attached hereto as Exhibit "A ".
"Non- Defaulting Party" means the party to this Agreement that has not defaulted as provided for
in Section 22 of this Agreement.
"Renewal Term" means a period of five (5) years commencing upon the expiration of the Initial
Term or prior Renewal Term, as the case may be.
"Rent" means the consideration payable by Tenant to Landlord in exchange for the Leased
Premises in the amount of Sixteen Thousand Seven Hundred Ninety and 52/100 Dollars
($16,790.52) per year. Commencing on the anniversary of the Commencement Date each year
thereafter (the "Adjustment Date "), the annual rent shall increase by an amount equal to three
percent (3 %) of the annual rent in effect for the year immediately preceding the Adjustment Date
( "Regular Rent Escalation'). On the commencement date of the first Renewal Term in 2022, the
annual rent shall increase by an amount equal to fifteen percent (1S %) of the annual rent in effect
for the immediately preceding year ( "One -Time Rent Increase ") in addition to the Regular Rent
Escalation that is scheduled to occur on the same date. Following such One -Time Rent Increase, the
annual rent shall continue to adjust pursuant to the Regular Rent Escalation.
2. Landlord's Cooperation. During the Lease Term, Landlord shall: (i) cooperate with Tenant in
its efforts to obtain all of the Approvals, including all appeals; and (ii) take no action that would
adversely affect the Leased Premises. Landlord acknowledges that Tenant's ability to use the Leased
Premises is contingent upon Tenant obtaining and maintaining the Approvals. Additionally,
Landlord grants to Tenant and its employees, representatives, agents, and consultants a limited
consent to prepare, execute, submit, file and present on behalf of Landlord building, permitting,
zoning or land -use applications with the appropriate local, state and /or federal agencies necessary
to obtain land use changes, special exceptions, zoning variances, conditional use permits, special use
permits, administrative permits, construction permits, operation permits and /or building permits
that are consistent with applicable law. Landlord understands that any such application and /or the
satisfaction of any requirements thereof may require Landlord's cooperation, which Landlord hereby
agrees to provide. Landlord shall not knowingly do or permit anything that will interfere with or
negate any Approvals pertaining to the Improvements or Leased Premises or cause them to be in
nonconformance with applicable local, state or federal laws. Landlord agrees to execute such
documents as may be necessary to obtain and thereafter maintain the Approvals, and agrees to be
named as the applicant for said Approvals.
3. Lease Term. Effective as of the Commencement Date, Landlord leases the Leased Premises to
Tenant for the Initial Term. The term of this Agreement shall automatically be extended for five (5)
successive Renewal Terms, unless this Agreement is terminated pursuant to the provisions set forth
herein.
Site Name: CM067 City of Seal Beach
BUN #: 823234 2
4. Rent. Beginning on the Commencement Date, and continuing thereafter Tenant shall pay Rent
for the Leased Premises in installments as specified herein, on the first business day of the calendar
month in which the Rent is due.
5. Easements. Conditioned upon and subject to commencement of the Lease Term, Landlord grants
the following non exclusive easements over, under and upon Landlord's Property to Tenant, Tenant's
employees, agents, contractors, sublessees, licensees and their employees, agents and contractors:
(i) an easement over such portions of Landlord's Property only to the extent reasonably necessary
for the construction, repair, maintenance, replacement, demolition and removal of the facility to be
located upon Leased Premises; (ii) an easement over such portion of Landlord's Property only to the
extent reasonably necessary to obtain or comply with any Approvals; (iii) a thirty foot (30') wide
easement in the location shown in Exhibit "B ", for construction, use, maintenance and repair of an
access road for ingress and egress seven (7) days per week, twenty-four (24) hours per day, for
pedestrians and all types of motor vehicles, to extend from the nearest public right -of -way to the
Leased Premises; and (iv) a utility easement (the "Utility Easement ") in the location shown in Exhibit
"B ", for the installation, repair, replacement and maintenance of utility wires, poles, cables, conduits
and pipes, provided that in the event that any public utility is unable or unwilling to use the Utility
Easement in the location shown in Exhibit "B ", at the sole option of Tenant, Landlord shall grant an
alternate easement either to Tenant or directly to the public utility at no cost and in a location
acceptable to Tenant and the public utility (collectively, the "Easements "). TO HAVE AND TO HOLD
the Easements for the purposes provided during the Lease Term and thereafter for a reasonable
period of time for Tenant to remove its improvements.
6. Right to Terminate. Tenant shall have the right to terminate this Agreement, at any time,
without cause, by providing Landlord with one hundred eighty (180) days' prior written notice.
Upon such termination, this Agreement shall become null and void and neither party shall have any
further rights or duties hereunder, except that any monies owed by either party to the other up to
the date of termination shall be paid when due or within thirty (30) days of the termination date
whichever is earlier. Landlord shall have the right to terminate this Agreement upon any uncured
default by Tenant as provided herein. Within ninety (90) days following any such termination, Tenant
shall completely remove all of the Improvements from the Leased Premises and the Easements at its
own cost to a depth of three feet (3'), excluding conduits and footings, ordinary wear and tear
excepted. If Tenant fails to completely remove the Improvements within such time, Landlord may
remove the Improvements without additional notice to Tenant and use all available remedies at law
and equity to recover its cost of removal from Tenant.
7. Termination Fee. If at any time during the Lease Term: (i) Tenant exercises any of Tenant's
rights to terminate this Agreement; or (ii) Tenant elects not to renew this Agreement, Tenant shall
pay a termination fee ( "Termination Fee') equal to the amount of rent that Tenant would have owed
to Landlord under this Agreement between the date of such early termination or election not to
renew, as the case may be, and the following twelve (12) months. The Termination Fee will be due
and payable in the same manner and on the same dates as Rent set forth in this Agreement.
Notwithstanding the foregoing, Tenant will be released from any and all of its obligations under this
Agreement as of the effective date of such termination and shall not be required to pay the
Termination Fee if Tenant terminates this Agreement due to a Landlord default.
8. Use of Property. The Leased Premises and the Easements shall be used by Tenant for the
purpose of: (i) constructing, maintaining and operating the Improvements; and (ii) temporary uses
incidental thereto, including without limitation, testing of any kind by Tenant, its customers, or
invitees. Tenant may place a security fence around the perimeter of the Leased Premises. All
Site Name: CM067 City of Seal Beach
BUN #: 823234 3
Improvements shall be constructed at Tenant's sole expense. Tenant will maintain the Leased
Premises in a safe condition. It is the intent of the parties that Tenant's wireless communications
facility shall not constitute a fixture.
9. Removal of Obstructions. Tenant has the right to remove obstructions from Landlord's
Property, including but not limited to vegetation, which may encroach upon, interfere with or present
a hazard to Tenant's use of the Leased Premises or the Easements. Tenant shall dispose of any
materials removed.
10. Hazardous Materials.
(A) Tenant's Obligation and Indemnity. Tenant shall not (either with or without negligence)
cause or permit the escape, disposal or release of any Hazardous Materials on or from the Leased
Premises in any manner prohibited by law. Tenant shall indemnify and hold Landlord harmless
from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including,
without limitation, any and all sums paid for settlement of claims, attorneys' fees, and
consultants' and experts' fees) from the release of any Hazardous Materials on the Leased
Premises if caused by Tenant or persons acting under Tenant.
(B) Landlord's Obligation and Indemnity. Landlord shall not (either with or without negligence)
cause or permit the escape, disposal or release of any Hazardous Materials on or from Landlord's
Property or Leased Premises in any manner prohibited by law. Landlord shall indemnify and
hold Tenant harmless from any and all claims, damages, fines, judgments, penalties, costs,
liabilities or losses (including, without limitation, any and all sums paid for settlement of claims,
attorneys' fees, and consultants' and experts' fees) from the presence or release of any Hazardous
Materials on Landlord's Property or Leased Premises unless caused by Tenant or persons acting
under Tenant.
t
11. Real Estate Taxes. Tenant shall pay personal property taxes assessed against the
Improvements. Landlord shall pay all real estate taxes on Landlord's Property. Tenant agrees to pay,
as additional Rent, any documented increase in real estate taxes levied against Landlord's Property
that are directly caused by Tenant's use of the Leased Premises. Landlord agrees to provide Tenant
any documentation evidencing the increase and how such increase is attributable to Tenant's use.
Tenant reserves the right to challenge any such assessment, and Landlord agrees to cooperate with
Tenant in connection with any such challenge. Tenant shall be solely responsible for paying any
possessory interest tax levied as a result of this Agreement.
12. Insurance.
(A) Tenant shall not commence work under this Agreement until it has provided evidence
satisfactory to Landlord that Tenant has secured all insurance required under this Section.
Tenant shall furnish Landlord with original certificates of insurance and endorsements effecting
coverage required by this Agreement on forms satisfactory to Landlord. The certificates and
endorsements for each insurance policy shall be signed by a person authorized by that insurer to
bind coverage on its behalf. All certificates and endorsements shall be received and approved by
Landlord before work commences, which reasonable approval may not be withheld, conditioned
or delayed. Landlord reserves the right to review complete copies of all required insurance
policies, at any time, which will be made available at Tenant's place of business.
(B) Tenant shall, at its expense, procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of this Agreement. Insurance is to be placed with insurers with
Site Name: CM067 City of Seal Beach
BUN#: 823234
a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and
reasonably satisfactory to Landlord. Coverage shall be at least as broad as the latest version of
the following: (i) General Liability: Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001); (ii) Automobile Liability: Insurance Services Office
Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by Landlord,
(iii) Professional Liability. Tenant shall maintain limits no less than: (i) General Liability:
$2,000,000 per occurrence for bodily injury, personal injury and property damage and if
Commercial General Liability Insurance or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this Agreement /location or the
general aggregate limit shall be twice the required occurrence limit; (ii) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (iii) Professional Liability:
$1,000,000 per claim /aggregate.
(C) The insurance policies shall contain the following provisions, or Tenant shall provide
endorsements on forms supplied or approved by Landlord to state: (i) coverage shall provide
that thirty (30) days prior written notice of cancellation by the insurer for any reason other than
non - payment of premium by mail will be given to the City; (ii) any failure of Tenani to comply
with reporting or other provisions of the policies, including breaches of warranties, shall not
affect coverage provided to Landlord, its directors, officials, officers, (iii) coverage shall be
primary insurance as respects Landlord, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Tenant's scheduled
underlying coverage and that any insurance or self - insurance maintained by Landlord, its
directors, officials, officers, employees, agents and volunteers shall be excess of Tenant's
insurance and shall not be called upon to contribute with it; (iv) for general liability insurance,
that Landlord, its directors, officials, officers, employees, agents and volunteers shall be covered
as additional insureds with respect to the services or operations performed by or on behalf of
Tenant, including materials, parts or equipment furnished in connection with such work; and (v)
for automobile liability, that Landlord, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Tenant
or for which Tenant is responsible.
(D) All insurance required by this Section shall contain standard separation of insureds
provisions.
(E) Any deductibles or self - insured retentions shall be declared to Landlord
13. Waiver of Claims and Rights of Subrogation. The parties hereby waive any and all rights of
action for negligence against the other on account of damage to the Improvements, Landlord's
Property or to the Leased Premises resulting from any fire or other casualty of the kind covered by
property insurance policies with extended coverage, regardless of whether or not, or in what amount,
such insurance is carried by the parties. All policies of property insurance carried by either party for
the Improvements, Landlord's Property or the Leased Premises shall include a clause or
endorsement denying to the insurer rights byway of subrogation against the other party to the extent
rights have been waived by the insured before the occurrence of injury or loss.
14. Eminent Domain. If Landlord receives notice of a proposed taking by eminent domain of any
part of the Leased Premises or the Easements, Landlord will notify Tenant of the proposed taking
within five (5) days of receiving said notice and Tenant will have the option to: (i) declare this
Agreement null and void and thereafter neither party will have any liability or obligation hereunder;
or (ii) remain in possession of that portion of the Leased Premises and Easements that will not be
Site Name: CM067 City of Seal Beach
BUN #: 823234 5
II -\
taken, in which event there shall be an equitable adjustment in rent on account of the portion of the
Leased Premises and Easements so taken. With either option Tenant shall have the right to contest
the taking and directly pursue an award.
15. Sale of Property. If Landlord sells all or part of Landlord's Property, of which the Leased
Premises is a part then such sale shall be under and subject to this Agreement.
16. Surrender of Property. Upon expiration or termination of this Agreement, Tenant shall, within
a reasonable time, remove all Improvements to a depth of three feet (3'), excluding conduits and
footings, and restore the Leased Premises as nearly as reasonably possible to its original condition,
ordinary wear and tear excepted, without, however, to alter the then existing grading.
17. Hold Harmless. Each party shall indemnify and defend the other party against, and hold the
other party harmless from, any claim of liability or loss from personal injury or property damage
arising from the use and occupancy of the Leased Premises or Landlord's Property by such
indemnifying party, its employees, contractors, servants or agents, except to the extent such claims
are caused by the intentional misconduct or negligent acts or omissions of the other party, its
employees, contractors, servants or agents.
18. Landlord's Covenant of Title. Landlord covenants that Landlord holds good and marketable fee
simple title to Landlord's Property and the Leased Premises and has full authority to enter into and
execute this Agreement. Landlord further covenants that there are no encumbrances or other
impediments of title that might interfere with or be adverse to Tenant.
19. Interference with Tenant's Business. Tenant shall have the exclusive right to construct, install
and operate wireless communications facilities that emit radio frequencies on Landlord's Property.
Landlord agrees that it will not permit the construction, installation or operation on Landlord's
Property of: (i) any additional wireless communications facilities; or (ii) any equipment or device
that interferes with Tenant's use of the Leased Premises for a wireless communications facility. Each
covenant made by Landlord in this Section is a covenant running with the land for the benefit of the
Leased Premises.
20. Quiet Enjoyment. Landlord covenants that Tenant, on paying Rent and performing the
covenants of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Premises
and Easements.
21. Mortgages. This Agreement, Tenant's leasehold interest and the Easements shall be subordinate
to any mortgage given by Landlord which currently encumbers the Leased Premises, provided that
any mortgagee shall recognize the validity of this Agreement in the event of foreclosure. In the event
that the Leased Premises is or shall be encumbered by such a mortgage, Landlord shall obtain and
furnish to Tenant a non - disturbance agreement for each such mortgage, in recordable form. If
Landlord fails to provide any non - disturbance agreement Tenant may withhold and accrue, without
interest, the Rent until such time as Tenant receives all such documentation.
22. Default.
(A) Notice of Default Cure Period. In the event that there is a default by Landlord or Tenant (the
"Defaulting Party") with respect to any of the provisions of this Agreement or Landlord's or
Tenant's obligations under this Agreement, the other party (the "Non- Defaulting Party") shall
give the Defaulting Party written notice of such default. After receipt of such written notice, the
Defaulting Party shall have thirty (30) days in which to cure any monetary default and sixty (60)
Site Name: CM067 City of Seal Beach
BUN#: 823234
days in which to cure any non- monetary default. The Defaulting Party shall have such extended
periods as may be required beyond the sixty (60) day cure period to cure any non- monetary
default if the nature of the cure is such that it reasonably requires more than sixty (60) days to
cure, and Defaulting Party commences the cure within the sixty (60) day period and thereafter
continuously and diligently pursues the cure to completion. The Non - Defaulting Party may not
maintain any action or effect any remedies for default against the Defaulting Party unless and
until the Defaulting Party has failed to cure the same within the time periods provided in this
Section.
(B) Consequences of Tenant's Default. Landlord acknowledges that under the terms of this
Agreement, Tenant has the right to terminate this Agreement at any time upon one hundred
eighty (180) days' notice. Accordingly, in the event that Landlord maintains any action or effects
any remedies for default against Tenant, resulting in Tenant's dispossession or removal: (i) the
Rent shall be paid up to the date of such dispossession or removal; and (ii) Landlord shall be
entitled to recover from Tenant, in lieu of any other damages, as liquidated, final damages, a sum
equal to six months Rent. In no event shall Tenant be liable to Landlord for consequential,
indirect, speculative or punitive damages in connection with or arising out of any default.
(C) Consequences of Landlord's Default. In the event that Landlord is in default beyond the
applicable periods set forth above, Tenant may, at its option, upon written notice: (i) terminate
this Agreement, vacate the Leased Premises and be relieved from all further obligations under
this Agreement; (ii) perform the obligation(s) of Landlord specified in such notice, in which case
any expenditures reasonably made by Tenant in so doing shall be deemed paid for the account of
Landlord and Landlord agrees to reimburse Tenant for said expenditures upon demand; (iii) take
any actions that are consistent with Tenant's rights; or (iv) sue for injunctive relief, and /or sue
for specific performance, and /or sue for damages, and /or set -off from Rent any amount
reasonably expended by Tenant as a result of such default.
23. Limitation on Damages. In no event shall Tenant be liable to Landlord for consequential,
indirect, speculative or punitive damages in connection with or arising from this Agreement, or the
use of the Leased Premises and /or Easements.
24. Landlord's Waiver. Landlord hereby waives and releases any and all liens, whether statutory
or under common law, with respect to any of Tenant's personal property now or hereafter located
on the Leased Premises.
25. Applicable Law. This Agreement and the performance thereof shall be governed, interpreted,
construed and regulated by the laws of the State of California. The parties agree that the venue for
any litigation regarding this Agreement shall be in Orange County, California.
26. Assignment. Sublease. Licensing and Encumbrance. Tenant has the right, at its sole
discretion, to assign its interest in this Agreement and to sublease or license use of the Leased
Premises, Easements and Improvements for uses that are substantially similar to Landlord's
telecommunications purposes. Assignment of this Agreement by Tenant shall be effective upon
Tenant sending written notice to Landlord and shall relieve Tenant from any further liability or
obligation. Tenant has the further right to pledge or encumber its interest in this Agreement. Upon
request to Landlord from any leasehold mortgagee, Landlord agrees to give the holder of such
leasehold mortgage written notice of any default by Tenant and an opportunity to cure any such
default within fifteen (15) days after such notice with respect to monetary defaults and within a
commercially reasonable period of time after such notice with respect to any non - monetary default.
Site Name: CM067 City of Seal Beach
BUN4: 823234
27. Revenue Share: In addition to the Rent currently paid by Tenant to Landlord pursuant to this
Agreement, as further consideration for the right to exclusively use and lease the Leased Premises, if,
after full execution of this Agreement, Tenant subleases, licenses or grants a similar right of use or
occupancy in the Leased Premises to an unaffiliated third party not already a subtenant on the Leased
Premises (each a "Future Subtenant "), Tenant agrees to pay to Landlord twenty percent (20 %) of the
rental, license or similar payments actually received by Tenant from such Future Subtenant
(excluding any reimbursement of taxes, construction costs, installation costs, revenue share
reimbursement or other expenses incurred by Tenant) (the "Additional Rent ") within thirty (30)
days after receipt of said payments by Tenant. Tenant shall have no obligation for payment to
Landlord of such share of rental, license or similar payments if not actually received by Tenant. Non-
payment of such rental, license or other similar payment by a Future Subtenant shall not be an event
of default under this Agreement. Tenant shall have sole discretion as to whether, and on what terms,
to sublease, license or otherwise allow occupancy of the Leased Premises and there shall be no
express or implied obligation for Tenant to do so. Landlord acknowledges that Landlord shall have
no recourse against Tenant as a result of the failure of payment or other obligation by a Future
Subtenant. Notwithstanding anything in this paragraph to the contrary, the parties agree and
acknowledge that revenue derived from subtenants and any successors and /or assignees of such
subtenants who commenced use and /or sublease of the Leased Premises prior to execution of this
Agreement shall be expressly excluded from the Additional Rent and Landlord shall have no right to
receive any portion of such revenue, including T- Mobile.
28. Business Summary Report. Once per calendar year, Landlord may submit a written request to
Tenant for a business summary report pertaining to Tenant's rent obligations for the prior twelve
(12) month period, and Tenant shall provide such written accounting to Landlord within sixty (60)
days after Tenant's receipt of such written request.
29. Relocation. In the event that Landlord determines in good faith that the Leased Premises are
needed by Landlord for public purposes, Landlord shall have the one -time right to require the
relocation of the Improvements, or any part thereof, to an alternate ground location provided that:
(i) the relocation shall be performed exclusively by Tenant or its agents, at Lessor's sole cost and
expense, during the Relocation Period, as defined below; (ii) the relocation shall not result in any
interruption of the communications services provided by Tenant to its customers, including, but not
limited to, Tenant's continuous access, maintenance and operation of the Improvements, until such
time that all tenants, subtenants and sublicensees that have been permitted by this Agreement are
successfully relocated; and (iii) the relocation shall not impair, or in any manner alter, the quality of
communications services'provided by Tenant to its customers on and from the Relocation Site as
defined below.
(A) Relocation Process. To exercise the relocation rights, Landlord shall provide written
notice to Tenant not less than twelve (12) months prior to the relocation date and shall propose
an alternate site to which Tenant may relocate the Improvements ( "Alternate Site Location').
Tenant shall have sixty (60) days from the date of the notice to evaluate the Alternate Site
Location, including, but not limited to, conducting tests to determine the technological feasibility
of the Alternate Site Location and obtaining written approval of all wireless telecommunications
providers on the Leased Premises that have been permitted by this Agreement. If Tenant fails to
approve the Alternate Site Location in writing within said sixty (60) day period, Tenant will be
deemed to have not approved such Alternate Site Location. If Tenant does not approve such
Alternate Site Location, Landlord may then propose another Alternate Site Location by providing
notice to Tenant in the manner set forth above. Upon Tenant's approval of any proposed
Alternate Site Location, both parties will enter into a written agreement concerning the
Site Name: CM067 City of Seal Beach
B[N #: 823234 8
relocation of the Improvements ( "Relocation Agreement ") to the Alternate Site Location
( "Relocation Site "). Landlord shall undertake reasonable efforts to provide an Alternate Site
Location acceptable to Tenant. If no Alternate Site Location is available or if Tenant does not
approve an Alternate Site Location, Landlord may, upon twelve (12) months' written notice,
terminate this Agreement in accordance with the notice requirements set forth in this Agreement.
(B) No Additional Terms. Upon relocation of the Improvements, all references to the Leased
Premises in this Agreement shall be deemed to refer to the Relocation Site (including any access
and utility easements). The Relocation Site shall be surveyed by a licensed surveyor at the sole
cost of Tenant, in which event such survey shall replace and supersede the description of the
Leased Premises under this Agreement. Unless otherwise provided in the Relocation Agreement
or any other written agreement of the parties, the relocation of the Improvements shall not affect,
alter, modify or otherwise change any of the terms and conditions of this Agreement.
(C) Relocation Period. The "Relocation Period" shall mean that period of time commencing
on the date Tenant has received all required permits and approvals for the Relocation Site and
ending ninety (90) days thereafter. The relocation of the Improvements to the Relocation Site
shall be substantially completed within the Relocation Period, to the extent reasonable feasible.
The then - current Rent shall be reduced by fifty percent (50%) during the Relocation Period.
30. Deletion of Prior Agreement. Landlord and Tenant are the ultimate successors in interest to
the Communications Site Lease Agreement dated June 12, 1995, by and between Landlord and
Tenant's predecessor in interest, Pacific Bell Mobile Services, a California corporation, as amended
(the "Original Agreement "). Landlord and Tenant agree that the Original Agreement is hereby
amended by deleting it in its entirety and restating the Original Agreement as provided for in this
Agreement.
31. Miscellaneous.
(A) Recordine. Tenant shall have the right to record a memorandum of this Agreement in a form
acceptable to Tenant and approved in writing in advance by Landlord's City Attorney, with the
appropriate recording officer. Landlord shall execute and deliver such a memorandum, for no
additional consideration, promptly upon Tenant's request.
(B) Entire Agreement. Landlord and Tenant agree that this Agreement contains all of the
agreements, promises and understandings between Landlord and Tenant. No oral agreements,
promises or understandings shall be binding upon either Landlord or Tenant in any dispute,
controversy or proceeding at law. Any addition, variation or modification to this Agreement shall
be void and ineffective unless made in writing and signed by the parties hereto.
(C) Captions. The captions preceding the Sections of this Agreement are intended only for
convenience of reference and in no way define, limit or describe the scope of this Agreement or
the intent of any provision hereof.
(D) Construction of Document. Landlord and Tenant acknowledge that this document shall not
be construed in favor of or against the drafter by virtue of said party being the drafter and that
this Agreement shall not be construed as a binding offer until signed by Tenant.
(E) Notices. All notices hereunder shall be in writing and shall be given by: (i) established
national courier service which maintains delivery records; (ii) hand delivery; or (iii) certified or
registered mail, postage prepaid, return receipt requested. Notices are effective upon receipt, or
upon attempted delivery if delivery is refused or if delivery is impossible because of failure to
provide reasonable means for accomplishing delivery. The notices shall be sent to Landlord at
Landlord's Notice Address and to Tenant at Tenant's Notice Address.
Site Name: CM067 Citv of Seal Beach
BUN #: 823234
(F) Partial Invalidity. If any term of this Agreement is found to be void or invalid, then such
invalidityshall notaffect the remaining terms of this Agreement, which shall continue in full force
and effect.
(G) IRS Form W -9. Landlord agrees to provide Tenant with a completed IRS Form W -9, or its
equivalent, upon execution of this Agreement and at such other times as may be reasonably
requested by Tenant. In the event Landlord's Property is transferred, the succeeding landlord
shall have a duty at the time of such transfer to provide Tenant with a Change of Ownership Form
as provided for by Tenant, a completed IRS Form W -9, or its equivalent, and other related paper
work to effect a transfer in Rent to the new landlord. Landlord's failure to provide the IRS Form
W -9 within thirty (30) days after Tenant's request shall be considered a default and Tenant may
take any reasonable action necessary to comply with IRS regulations including, but not limited
to, withholding applicable taxes from Rent payments.
[Execution Page Follows]
Site Name: CM067 City of Seal Beach
BUN #: 823234 10
hil
IN WITNESS WHEREOF, Landlord and Tenant having read the foregoing and intending to be legally bound
hereby, have executed this Agreement as of the day and year this Agreement is fully executed.
LANDLORD:
CITY OF SEAL BEACH,
a municipal corporation under the laws of the State of
California
Witness
By:
Print Name:
Print Title:
Date:
TENANT:
T- MOBILE WEST TOWER LLC,
a Delaware limited liability company
By: CCTMO LLC,
a Delaware limited liability company
Its: Attorney In Fact
W ltne s U
By:
Print Name: , a A Se(igWlCk _
Print Title: RET Manager
Date:
Site Name: CM067 City_ of Seal Beach
Bun #:823234
3 -1b-
EXHIBIT "A"
Landlord's Property
THE LANDLORD'S PROPERTY OF WHICH THE PREMISES ARE A PART IS LEGALLY DESCRIBED AS
FOLLOWS:
ALL THAT REAL PROPERTY LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE,
DESCRIBED AS FOLLOWS:
PARCELS 1 AND 2 AS SHOWN ON A MAP FILED IN BOOK 15, PAGE 3 OF PARCEL MAPS, RECORDS OF
SAID ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS OR OTHER HYDROCARBON PRODUCTS THEREUNDER,
PROVIDED THAT THE OWNERS OF SUCH EXCEPTED PRODUCTS MAY NOT PERFORM ANY
OPERATIONS ON THE SURFACE OF SAID LAND, SUCH AS DRILLING, EXPLORATION OR EXTRACTION
OF SUCH MINERALS EXCEPT IN AREA "A" DESCRIBED IN THE FINAL DECREE RENDERED OCTOBER
6, 1948, IN THE DISTRICT COURT OF THE UNITED STATES IN AND FOR THE SOUTHERN DISTRICT
OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 3436-CIVIL, A CERTIFIED COPY OF WHICH DECREE
WAS RECORDED NOVEMBER 5, 1952 IN BOOK 2407 PAGE 87 OF OFFICIAL RECORDS.
Site Name: CM067 City of Seal Beach
Bung-823234
EXHIBIT "B"
Leased Premises and Easements
PARCEL 1 - LEASE AREA
THAT CERTAIN PARCEL OF LAND SITUATED IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 1 AS SHOWN ON A MAP RECORDED IN BOOK
15, PAGE 3 OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE
COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL 1; THENCE EASTERLY ALONG
THE SOUTHERLY LINE OF SAID PARCEL 1 SOUTH 880 34'41" EAST 272.24 FEET; THENCE LEAVING
SAID SOUTHERLY LINE NORTH 210 18'30" EAST 201.34 FEET; THENCE NORTH 62° 55' 48" EAST
43.52 FEET; THENCE NORTH 00° 30' 09" EAST 30.64 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 15.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 30'09" A DISTANCE
OF 23.69 FEET; THENCE LEAVING SAID TANGENT CURVE WEST 8.09 FEET TO THE TRUE POINT OF
BEGINNING; THENCE SOUTH 12.86 FEET; THENCE WEST 20.00 FEET; THENCE NORTH 15.00 FEET;
THENCE SOUTH 830 53'39" EAST 20.11 FEET TO THE TRUE POINT OF BEGINNING.
PARCEL 2 - ACCESS EASEMENT
THAT CERTAIN PARCEL OF LAND SITUATED IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA, BEING A STRIP OF LAND OF VARIABLE WIDTH OVER THAT PORTION OF
PARCEL 1 AS SHOWN ON A MAP RECORDED IN BOOK 15, PAGE 3 OF PARCEL MAPS IN THE OFFICE
OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL 1; THENCE EASTERLY ALONG
THE SOUTHERLY LINE OF SAID PARCEL 1 SOUTH 880 34'41" EAST 272.24 FEET; THENCE LEAVING
SAID SOUTHERLY LINE NORTH 210 18'30" EAST 201.34 FEET; THENCE NORTH 62° 55' 48" EAST
43.52 FEET; THENCE NORTH 00° 30' 09" EAST 30.64 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 15.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 900 30'09" A DISTANCE
OF 23.69 FEET; THENCE LEAVING SAID TANGENT CURVE WEST 8.09 FEET; THENCE SOUTH 15.00
FEET; THENCE EAST 8.09 FEET; THENCE SOUTH 00'30'09" WEST 15.91 FEET; THENCE SOUTH 62°
55'48" WEST 44.64 FEET; THENCE SOUTH 210 18'30" WEST 194.91 FEET TO A POINT 20.00 FEET
NORTHERLY OF THE SOUTHERLY LINE OF SAID PARCEL 1; THENCE PARALLEL WITH SAID
SOUTHERLY LINE NORTH 880 34'41" WEST 258.21 FEET TO THE WESTERLY LINE OF SAID PARCEL
1; THENCE SOUTHERLY ALONG SAID WESTERLY LINE SOUTH O10 25'19" WEST 20.00 FEET TO THE
POINT OF BEGINNING.
PARCEL 3 - ELECTRICAL AND TELEPHONE EASEMENT
THAT CERTAIN PARCEL OF LAND SITUATED IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA, BEING A STRIP OF LAND 10 FEET IN WIDTH OVER THAT PORTION OF
PARCEL 1 AS SHOWN ON A MAP RECORDED IN BOOK 15, PAGE 3 OF PARCEL MAPS IN THE OFFICE
OF THE COUNTY RECORDER OF SAID ORANGE COUNTY, THE SOUTHERLY, EASTERLY, AND
NORTHERLY LINES BEING DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL 1; THENCE EASTERLY ALONG
THE SOUTHERLY LINE OF SAID PARCEL 1 SOUTH 880 34'41" EAST 272.24 FEET; THENCE LEAVING
SAID SOUTHERLY LINE NORTH 210 18'30" EAST 201.34 FEET; THENCE NORTH 620 55'48" EAST
43.52 FEET; THENCE NORTH 000 30' 09" EAST 30.64 FEET TO THE BEGINNING OF A TANGENT
Site Name: CM067 City of Seal Beach Exhibit "B"
Bun #:823234
CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 15.00 FEET; THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90" 30'09"A DISTANCE
OF 23.69 FEET; THENCE LEAVING SAID TANGENT CURVE WEST 8.09 FEET TO THE POINT OF
TERMINUS.
THE SIDELINES OF SAID 10.00 FOOT STRIP OF LAND ARE TO BE SHORTENED OR LENGTHENED SO
AS TO BE BOUNDED ON THE WEST BY THE WESTERLY LINE OF SAID PARCEL 1 AND ON THE EAST
BY A LINE BEARING SOUTH FROM THE POINT OF TERMINUS.
Site Name: CM067 City of Seal Beach I[\I,b -It
Bun #: 823234
WHEN RECORDED RETURN TO:
Prepared by:
Parker Legal Group, PC
600 West Broadway, Suite 700
San Diego, CA 92101
above this line for Recorder's Use
A.P.N. 095- 020 -15 Prior recorded document(s) in Orange County, California:
Recorded on December 12, 1995 at #19950554779
MEMORANDUM OF
AMENDED AND RESTATED SITE LEASE AGREEMENT
This Memorandum of Amended and Restated Site Lease Agreement is made effective this
day of 2017 by and between the CITY OF SEAL BEACH, a municipal
corporation under the laws of the State of California (`Landlord ") and T- MOBILE WEST
TOWER LLC, a Delaware limited liability company, by and through CCTMO LLC, a Delaware
limited liability company, its attorney in fact (collectively referred to as "Tenant ").
1. Landlord and Tenant are the ultimate successors in interest to a certain
Communications Site Lease Agreement dated June 12, 1995, by and between Landlord and
Tenant's predecessor in interest, Pacific Bell Mobile Services, a California corporation, as
amended (the "Original Agreement"), a memorandum of which was recorded on December 12,
1995 at Instrument No. 19950554779.
Documentary Transfer Tax $
Computed on full value of property
Computed on full value less liens and
encumbrances remaining at time of sale
Computed on full value of lease surpassing the
35 -year term limit
Computed on leased area —of the property
Signature of Declarant or agent — Firm Name
Site Name: CM067 City of Seal Beach 1
Business Unit 4. 823234
2. Landlord and Tenant have entered into an Amended and Restated Site Lease
Agreement dated , 2017 (the "Agreement ") whereby Tenant leased
certain real property, together with access and utility easements, located in Orange County,
California from Landlord (the "Leased Premises "), all located within certain real property owned
by Landlord (the "Landlord's Property "). The Landlord's Property, of which the Leased Premises
is a part, is more particularly described in Exhibit "A" attached hereto.
3. By the Agreement, Landlord and Tenant amended the Original Agreement by
deleting it in its entirety and restating the Original Agreement as provided for in the Agreement.
4. The Leased Premises may be used for the purpose of constructing, maintaining and
operating a communications facility, including tower structures, equipment shelters, cabinets,
meter boards, utilities, antennas, equipment, any related improvements and structures and uses
incidental thereto.
5. The initial term of the Agreement shall commence on 2017 and
expire on 2022 (the "Initial Term "), with the right of Tenant to extend the
Agreement for five (5) additional renewal terms of five (5) years each, with the final extension
expiring on 12047.
6. In the event of any inconsistency between this Memorandum and the Agreement,
the Agreement shall control.
7. The terms, covenants and provisions of the Agreement shall extend to and be
binding upon the respective executors, administrators, heirs, successors and assigns of Landlord
and Tenant.
8. This Memorandum does not contain the social security number of any person.
9. A copy of the Agreement is on file with Landlord and Tenant.
[Execution Pages Follow]
Site Name: CM067 City of Seal Beach 2
Business Unit #: 823234
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Landlord and Tenant
have caused this Memorandum to be duly executed on the day and year first written above.
LANDLORD:
CITY OF SEAL BEACH,
a municipal corporation under the laws of the
State of California
By:
Print Name:
Title:
[Acknowledgment Appears on Following Page]
Site Name CM067 City of Seal Beach
Business Unit 9 _ 823234
CALIFORNIA 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 CALIFORNIA )
ss.
COUNTY OF )
On before me, Notary
Public.
personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
(Seal)
[Tenant Execution Page Follows]
Site Name: CM067 Ciry of Seal Beach 4
Business Unit #: 823234
TENANT:
T- MOBILE WEST TOWER LLC,
a Delaware limited liability company
By: CCTMO LLC,
aDelaware limited liability company
Its: Attorney In Fact
C .� A. S Print Name: .
.d.
RET Manager
[Acknowledgment Appears on Following Page]
Site Name: CM067 City of Seal Beach
Business Unit 9: 823234
State of Texas
County of �s
Before me, rp,/(i cpt((pv , a Notar �Public, on this day personally appeared
l�Sl� A 5 f✓I�CsV✓(G{�t '✓' of CCTMO LLC, a
Delaware limited liability company, as Attorney in Fact for T- MOBILE WEST TOWER LLC,
known to me (or proved to me on the oath of or through driver's license, state id
card, resident id card, military id card, or passport) to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that she /he executed the same for the purposes
and consideration therein expressed.
Given under my hand and seal of office this 16
(Person
KELSER RONNETTE MCMILLER
=�,• :k' Notary Public State of Texas
.. += Comm. Explres 03 -25 -2018
. Notary ID 128219417
Site Name: CM067 City of Seal Beach
Business Unit R: 823234
day of (¢/ 2017.
Notary Public's Signature
EXHIBIT A
(Legal Description of Owner's Property)
THE LANDLORD'S PROPERTY OF WHICH THE PREMISES ARE A PART IS LEGALLY
DESCRIBED AS FOLLOWS:
ALL THAT REAL PROPERTY LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF
ORANGE, DESCRIBED AS FOLLOWS:
PARCELS I AND 2 AS SHOWN ON A MAP FILED IN BOOK 15, PAGE 3 OF PARCEL
MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS OR OTHER HYDROCARBON PRODUCTS
THEREUNDER, PROVIDED THAT THE OWNERS OF SUCH EXCEPTED PRODUCTS
MAY NOT PERFORM ANY OPERATIONS ON THE SURFACE OF SAID LAND, SUCH AS
DRILLING, EXPLORATION OR EXTRACTION OF SUCH MINERALS EXCEPT IN AREA
"A" DESCRIBED IN THE FINAL DECREE RENDERED OCTOBER 6, 1948, IN THE
DISTRICT COURT OF THE UNITED STATES IN AND FOR THE SOUTHERN DISTRICT
OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 3436 - CIVIL, A CERTIFIED COPY OF
WHICH DECREE WAS RECORDED NOVEMBER 5, 1952 IN BOOK 2407 PAGE 87 OF
OFFICIAL RECORDS.
Site Name r CM067 City of Seal Beach 7
Business Unit 9 323234
Site Name: C453 /No Seal Beach Ovly — C453
DAS ISE
Bun #: 845400
—\
AMENDED AND RESTATED SITE LEASE AGREEMENT
THIS AMENDED AND RESTATED SITE LEASE AGREEMENT (the "Agreement ") is made as of the
date of the final signature below, by and between CITY OF SEAL BEACH, a municipal corporation
under the laws of the State of California ( "Landlord ") and NCWPCS MPL 24 - YEAR SITES TOWER
HOLDINGS LLC, a Delaware limited liability company, by and through CCATT LLC, a Delaware limited
liability company, its attorney in fact ( "Tenant "). .
1. Definitions.
"Agreement" means this Amended and Restated Site Lease Agreement.
"Approvals" means all certificates, permits, licenses and other approvals that Tenant, in its sole
discretion, deems necessary for its intended use of the Leased Premises.
"Commencement Date" means the first day of the second full month following full execution of
this Agreement.
"Defaulting Party" means the party to this Agreement that has defaulted as provided for in Section
22 of this Agreement.
"Easements" and "Utility Easement" have the meanings set forth in Section 5 of this Agreement.
"Hazardous Material" means any substance which is: (i) designated, defined, classified or
regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant
under any Environmental Law, as currently in effect or as hereafter amended or enacted; (ii) a
petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products; (iii)
PCBs; (iv) lead; (v) asbestos; (vi) Flammable explosives; (vii) infectious materials; or (viii) radioactive
materials. "Environmental Law(s)" means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C.
Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the
Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or amended
to date, the regulations promulgated pursuant to said laws and any other federal, state or local law,
statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal,
presence, clean -up, transportation or release or threatened release into the environment of
Hazardous Material.
"Improvements" means a wireless communications facility, including tower structures,
equipment shelters, meter boards and related improvements and structures and uses incidental
thereto.
"Initial Term" means a period of five (5) years following the Commencement Date of this
Agreement.
"Lease Term" means the Initial Term and any Renewal Terms.
"Leased Premises" means that portion of Landlord's Property consisting of a parcel of
approximately six hundred ten (610) square feet as described in the sketch attached hereto as
Exhibit "B ". The boundaries of the Leased Premises may be subject to modification as set forth in
Section S.
Site Name: C453(No Seal Beach 0v1y —C453 DAS ISE
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J
"Tenant's Notice Address" means NCWPCS MPL 24 - Year Sites Tower Holdings LLC, Legal
Department, Attn: Network Legal, 208 S. Akard Street, Dallas, TX 75202 -4206, with a copy to: CCATT
LLC, c/o Crown Castle USA Inc., Attn: Legal Dept., 2000 Corporate Drive, Canonsburg, PA 15317-
8564, 1- 866 - 482 -8890.
"Landlord's Notice Address" means City of Seal Beach, attn: City Clerk, 211 8th Street, Seal Beach,
California 90740; (562)431 -2527.
"Landlord's Property" means the parcel of land located in the City of Seal Beach, County of Orange,
State of California, as shown on the Tax Map of said County as Tax Parcel Number 095- 020 -15, being
further described in the instrument recorded in Orange County, a copy of said instrument being
attached hereto as Exhibit "A ".
"Non- Defaulting arty" means the party to this Agreement that has not defaulted as provided for
in Section 22 of this Agreement.
"Renewal Term" means a period of five (5) years commencing upon the expiration of the Initial
Term or prior Renewal Term, as the case may be.
"Rent" means the consideration payable by Tenant to Landlord in exchange for the Leased
Premises in the amount of Twenty Thousand Five Hundred Twenty -Three and 72/100 Dollars
($20,523.72) per year. Commencing on the anniversary of the Commencement Date each year
thereafter (the "Adjustment Date "), the annual rent shall increase by an amount equal to three
percent (3 %) of the annual rent in effect for the year immediately preceding the Adjustment Date
( "Regular Rent Escalation "). On the commencement date of the first Renewal Term in 2022, the
annual rent shall increase by an amount equal to fifteen percent (15 %) of the annual rent in effect
for the immediately preceding year ( "One -Time Rent Increase ") in addition to the Regular Rent
Escalation that is scheduled to occur on the same date. Following such One -Time Rent Increase, the
annual rent shall continue to adjust pursuant to the Regular Rent Escalation.
2. Landlord's Cooperation. During the Lease Term, Landlord shall: (i) cooperate with Tenant in
its efforts to obtain all of the Approvals, including all appeals; and (ii) take no action that would
adversely affect the Leased Premises. Landlord acknowledges that Tenant's ability to use the Leased
Premises is contingent upon Tenant obtaining and maintaining the Approvals. Additionally,
Landlord grants to Tenant and its employees, representatives, agents, and consultants a limited
consent to prepare, execute, submit, file and present on behalf of Landlord building, permitting,
zoning or land -use applications with the appropriate local, state and /or federal agencies necessary
to obtain land use changes, special exceptions, zoning variances, conditional use permits, special use
permits, administrative permits, construction permits, operation permits and /or building permits
that are consistent with applicable law. Landlord understands that any such application and /or the
satisfaction of any requirements thereof may require Landlord's cooperation, which Landlord hereby
agrees to provide. Landlord shall not knowingly do or permit anything that will interfere with or
negate any Approvals pertaining to the Improvements or Leased Premises or cause them to be in
nonconformance with applicable local, state or federal laws. Landlord agrees to execute such
documents as may be necessary to obtain and thereafter maintain the Approvals, and agrees to be
named as the applicant for said Approvals.
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3. Lease Term. Effective as of the Commencement Date, Landlord leases the Leased Premises to
Tenant for the Initial Term. The term of this Agreement shall automatically be extended for five (5)
successive Renewal Terms, unless this Agreement is terminated pursuant to the provisions set forth
herein.
4. Rent. Beginning on the Commencement Date, and continuing thereafter, Tenant shall pay Rent
for the Leased Premises in installments as specified herein, on the first business day of the calendar
month in which the Rent is due.
S. Easements. Conditioned upon and subject to commencement of the Lease Term, Landlord grants
the following non exclusive easements over, under and upon Landlord's Property to Tenant, Tenant's
employees, agents, contractors, sublessees, licensees and their employees, agents and contractors:
(i) an easement over such portions of Landlord's Property only to the extent reasonably necessary
for the construction, repair, maintenance, replacement, demolition and removal of the facility to be
located upon Leased Premises; (ii) an easement over such portion of Landlord's Property only to the
extent reasonably necessary to obtain or comply with any Approvals; (iii) a thirty foot (30') wide
easement in the location shown in Exhibit "B ", for construction, use, maintenance and repair of an
access road for ingress and egress seven (7) days per week, twenty-four (24) hours per day, for
pedestrians and all types of motor vehicles, to extend from the nearest public right -of -way to the
Leased Premises; and (iv) a utility easement (the "Utility Easement ") in the location shown in Exhibit
"B ", for the installation, repair, replacement and maintenance of utility wires, poles, cables, conduits
and pipes, provided that in the event that any public utility is unable or unwilling to use the Utility
Easement in the location shown in Exhibit "B ", at the sole option of Tenant, Landlord shall grant an
alternate easement either to Tenant or directly to the public utility at no cost and in a location
acceptable to Tenant and the public utility (collectively, the "Easements "). TO HAVE AND TO HOLD
the Easements for the purposes provided during the Lease Term and thereafter for a reasonable
period of time for Tenant to remove its improvements.
6. Right to Terminate. Tenant shall have the right to terminate this Agreement, at any time,
without cause, by providing Landlord with one hundred eighty (180) days' prior written notice.
Upon such termination, this Agreement shall become null and void and neither party shall have any
further rights or duties hereunder, except that any monies owed by either party to the other up to
the date of termination shall be paid when due or within thirty (30) days of the termination date,
whichever is earlier. Landlord shall have the right to terminate this Agreement upon any uncured
default by Tenant as provided herein. Within ninety (90) days following any such termination, Tenant
shall completely remove all of the Improvements from the Leased Premises and the Easements at its
own cost to a depth of three feet (3'), excluding conduits and footings, ordinary wear and tear
excepted. If Tenant fails to completely remove the Improvements within such time, Landlord may
remove the Improvements without additional notice to Tenant and use all available remedies at law
and equity to recover its cost of removal from Tenant.
7. Termination Fee. If at any time during the Lease Term: (i) Tenant exercises any of Tenant's
rights to terminate this Agreement; or (i) Tenant elects not to renew this Agreement, Tenant shall
pay a termination fee ( "Termination Fee ") equal to the amount of rent that Tenant would have owed
to Landlord under this Agreement between the date of such early termination or election not to
renew, as the case may be, and the following twelve (12) months. The Termination Fee will be due
and payable in the same manner and on the same dates as Rent set forth in this Agreement.
Notwithstanding the foregoing, Tenant will be released from any and all of its obligations under this
Agreement as of the effective date of such termination and shall not be required to pay the
Termination Fee if Tenant terminates this Agreement due to a Landlord default.
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8. Use of Property. The Leased Premises and the Easements shall be used by Tenant for the
purpose of: (i) constructing, maintaining and operating the Improvements; and (ii) temporary uses
incidental thereto, including without limitation, testing of any kind by Tenant, its customers, or
invitees. Tenant may place a security fence around the perimeter of the Leased Premises. All
Improvements shall be constructed at Tenant's sole expense. Tenant will maintain the Leased
Premises in a safe condition. It is the intent of the parties that Tenant's wireless communications
facility shall not constitute a fixture.
9. Removal of Obstructions. Tenant has the right to remove obstructions from Landlord's
Property, including but not limited to vegetation, which may encroach upon, interfere with or present
a hazard to Tenant's use of the Leased Premises or the Easements. Tenant shall dispose of any
materials removed.
10. Hazardous Materials.
(A) Tenant's Obligation and Indemnity. Tenant shall not (either with or without negligence)
cause or permit the escape, disposal or release of any Hazardous Materials on or from the Leased
Premises in any manner prohibited by law. Tenant shall indemnify and hold Landlord harmless
from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including,
without limitation, any and all sums paid for settlement of claims, attorneys' fees, and
consultants' and experts' fees) from the release of any Hazardous Materials on the Leased
Premises if caused by Tenant or persons acting under Tenant.
(B) Landlord's Obligation and Indemnity. Landlord shall not (either with or without negligence)
cause or permit the escape, disposal or release of any Hazardous Materials on or from Landlord's
Property or Leased Premises in any manner prohibited by law. Landlord shall indemnify and
hold Tenant harmless from any and all claims, damages, fines, judgments, penalties, costs,
liabilities or losses (including, without limitation, any and all sums paid for settlement of claims,
attorneys' fees, and consultants' and experts' fees) from the presence or release of any Hazardous
Materials on Landlord's Property or Leased Premises unless caused by Tenant or persons acting
under Tenant.
11. Real Estate Taxes. Landlord shall pay all real estate taxes on Landlord's Property. Tenant shall
pay directly to any taxing entity, any increase in taxes or assessments based solely on the assessed
value of any improvements constructed by Tenant on the Leased Premises for operation of its
Improvements, provided that Tenant shall have the right to protest and contest any such taxes or
assessments with the appropriate governmental authority. Tenant shall pay all personal property
taxes arising from its possessory interest in equipment located on the Leased Premises. Landlord
agrees to provide Tenant any documentation evidencing the increase and how such increase is
attributable to Tenant's use. Tenant reserves the right to challenge any such assessment, and
Landlord agrees to cooperate with Tenant in connection with any such challenge.
12. Insurance.
(A) Tenant shall not commence work under this Agreement until it has provided evidence
satisfactory to Landlord that Tenant has secured all insurance required under this Section.
Tenant shall furnish Landlord with original certificates of insurance and endorsements effecting
coverage required by this Agreement on forms satisfactory to Landlord. The certificates and
endorsements for each insurance policy shall be signed by a person authorized bythat insurer to
bind coverage on its behalf. All certificates and endorsements shall be received and approved by
Landlord before work commences, which reasonable approval may not be withheld, conditioned
or delayed. Landlord reserves the right to review complete copies of all required insurance
policies, at any time, which will be made available at Tenant's place of business.
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(B) Tenant shall, at its expense, procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of this Agreement. Insurance is to be placed with insurers with
a current A.M. Best's rating no less than A:VII1, licensed to do business in California, and
reasonably satisfactory to Landlord. Coverage shall be at least as broad as the latest version of
the following: (i) General Liability: Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001); (ii) Automobile Liability: Insurance Services Office
Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by Landlord,
(iii) Professional Liability. Tenant shall maintain limits no less than: (i) General Liability:
$2,000,000 per occurrence for bodily injury, personal injury and property damage and if
Commercial General Liability Insurance or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this Agreement /location or the
general aggregate limit shall be twice the required occurrence limit; (ii) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (iii) Professional Liability:
$1,000,000 per claim /aggregate.
(C) The insurance policies shall contain the following provisions, or Tenant shall provide
endorsements on forms supplied or approved by Landlord to state: (i) coverage shall provide
that thirty (30) days prior written notice of cancellation by the insurer for any reason other than
non - payment of premium by mail will be given to the City; (ii) any failure of Tenant to comply
with reporting or other provisions of the policies, including breaches of warranties, shall not
affect coverage provided to Landlord, its directors, officials, officers; (iii) coverage shall be
primary insurance as respects Landlord, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Tenant's scheduled
underlying coverage and that any insurance or self - insurance maintained by Landlord, its
directors, officials, officers, employees, agents and volunteers shall be excess of Tenant's
insurance and shall not be called upon to contribute with it; (iv) for general liability insurance,
that Landlord, its directors, officials, officers, employees, agents and volunteers shall be covered
as additional insureds with respect to the services or operations performed by or on behalf of
Tenant, including materials, parts or equipment furnished in connection with such work; and (v)
for automobile liability, that Landlord, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Tenant
or for which Tenant is responsible.
(D) All insurance required by this Section shall contain standard separation of insureds
provisions.
(E) Any deductibles or self - insured retentions shall be declared to Landlord
13. Waiver of Claims and Rights of Subrogation. The parties hereby waive any and all rights of
action for negligence against the other on account of damage to the Improvements, Landlord's
Property or to the Leased Premises resulting from any fire or other casualty of the kind covered by
property insurance policies with extended coverage, regardless of whether or not, or in what amount,
such insurance is carried by the parties. All policies of property insurance carried by either party for
the Improvements, Landlord's Property or the Leased Premises shall include a clause or
endorsement denying to the insurer rights by way of subrogation against the other party to the extent
rights have been waived by the insured before the occurrence of injury or loss.
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14. Eminent Domain. If Landlord receives notice of a proposed taking by eminent domain of any
part of the Leased Premises or the Easements, Landlord will notify Tenant of the proposed taking
within five (5) days of receiving said notice and Tenant will have the option to: (i) declare this
Agreement null and void and thereafter neither party will have any liability or obligation hereunder;
or (ii) remain in possession of that portion of the Leased Premises and Easements that will not be
taken, in which event there shall be an equitable adjustment in rent on account of the portion of the
Leased Premises and Easements so taken. With either option Tenant shall have the right to contest
the taking and directly pursue an award.
15. Sale of Property. If Landlord sells all or part of Landlord's Property, of which the Leased
Premises is a part, then such sale shall be under and subject to this Agreement.
16. Surrender of Property. Upon expiration or termination of this Agreement, Tenant shall, within
a reasonable time, remove all Improvements to a depth of three feet (3'), excluding conduits and
footings, and restore the Leased Premises as nearly as reasonably possible to its original condition,
ordinary wear and tear excepted, without, however, to alter the then existing grading.
17. Hold Harmless. Each party shall indemnify and defend the other party against, and hold the
other party harmless from, any claim of liability or loss from personal injury or property damage
arising from the use and occupancy of the Leased Premises or Landlord's Property by such
indemnifying party, its employees, contractors, servants or agents, except to the extent such claims
are caused by the intentional misconduct or negligent acts or omissions of the other party, its
employees, contractors, servants or agents.
18. Landlord's Covenant of Title. Landlord covenants that Landlord holds good and marketable fee
simple title to Landlord's Property and the Leased Premises and has full authority to enter into and
execute this Agreement. Landlord further covenants that there are no encumbrances or other
impediments of title that might interfere with or be adverse to Tenant.
19. Interference with Tenant's Business. Tenant shall have the exclusive right to construct, install
and operate wireless communications facilities that emit radio frequencies on Landlord's Property.
Landlord agrees that it will not permit the construction, installation or operation on Landlord's
Property of: (i) any additional wireless communications facilities; or (ii) any equipment or device
that interferes with Tenant's use of the Leased Premises for a wireless communications facility. Each
covenant made by Landlord in this Section is a covenant running with the land for the benefit of the
Leased Premises.
20. Ouiet Enjoyment. Landlord covenants that Tenant, on paying Rent and performing the
covenants of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Premises
and Easements.
21. Mortgages. This Agreement, Tenant's leasehold interest and the Easements shall be subordinate
to any mortgage given by Landlord which currently encumbers the Leased Premises, provided that
any mortgagee shall recognize the validity of this Agreement in the event of foreclosure. In the event
that the Leased Premises is or shall be encumbered by such a mortgage, Landlord shall obtain and
furnish to Tenant a non - disturbance agreement for each such mortgage, in recordable form. If
Landlord fails to provide any non - disturbance agreement Tenant may withhold and accrue, without
interest, the Rent until such time as Tenant receives all such documentation.
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22. Default.
(A) Notice of Default: Cure Period. In the event that there is a default by Landlord or Tenant (the
"Defaulting Party") with respect to any of the provisions of this Agreement or Landlord's or
Tenant's obligations under this Agreement, the other party (the "Non- Defaulting Party') shall
give the Defaulting Party written notice of such default. After receipt of such written notice, the
Defaulting Party shall have thirty (30) days in which to cure any monetary default and sixty (60)
days in which to cure any non - monetary default. The Defaulting Party shall have such extended
periods as may be required beyond the sixty (60) day cure period to cure any non - monetary
default if the nature of the cure is such that it reasonably requires more than sixty (60) days to
cure, and the Defaulting Party commences the cure within the sixty (60) day period and
thereafter continuously and diligently pursues the cure to completion. The Non - Defaulting Party
may not maintain any action or effect any remedies for default against the Defaulting Party unless
and until the Defaulting Party has failed to cure the same within the time periods provided in this
Section.
(B) Consequences of Tenant's Default. Landlord acknowledges that under the terms of this
Agreement, Tenant has the right to terminate this Agreement at any time upon one hundred
eighty (180) days' notice. Accordingly, in the event that Landlord maintains any action or effects
any remedies for default against Tenant, resulting in Tenant's dispossession or removal: (i) the
Rent shall be paid up to the date of such dispossession or removal; and (ii) Landlord shall be
entitled to recover from Tenant, in lieu of any other damages, as liquidated, final damages, a sum
equal to six months Rent. In no event shall Tenant be liable to Landlord for consequential,
indirect, speculative or punitive damages in connection with or arising out of any default.
(C) Consequences of Landlord's Default In the event that Landlord is in default beyond the
applicable periods set forth above, Tenant may, at its option, upon written notice: (i) terminate
this Agreement, vacate the Leased Premises and be relieved from all further obligations under
this Agreement; (ii) perform the obligation(s) of Landlord specified in such notice, in which case
any expenditures reasonably made by Tenant in so doing shall be deemed paid for the account of
Landlord and Landlord agrees to reimburse Tenant for said expenditures upon demand; (iii) take
any actions that are consistent with Tenant's rights; or (iv) sue for injunctive relief, and /or sue
for specific performance, and /or sue for damages, and /or set -off from Rent any amount
reasonably expended by Tenant as a result of such default.
23. Limitation on Damages. In no event shall Tenant be liable to Landlord for consequential,
indirect, speculative or punitive damages in connection with or arising from this Agreement, or the
use of the Leased Premises and /or Easements.
24. Landlord's Waiver. Landlord hereby waives and releases any and all liens, whether statutory
or under common law, with respect to any of Tenant's personal property now or hereafter located
on the Leased Premises.
25. Applicable Law. This Agreement and the performance thereof shall be governed, interpreted,
construed and regulated by the laws of the State of California. The parties agree that the venue for
any litigation regarding this Agreement shall be in Orange County, California.
26. Assignment, Sublease. Licensing and Encumbrance. Tenant has the right, at its sole
discretion, to assign its interest in this Agreement and to sublease or license use of the Leased
Premises, Easements and Improvements for uses that are substantially similar to Landlord's
telecommunications purposes. Assignment of this Agreement by Tenant shall be effective upon
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i
Tenant sending written notice to Landlord and shall relieve Tenant from any further liability or
obligation. Tenant has the further right to pledge or encumber its interest in this Agreement. Upon
request to Landlord from any leasehold mortgagee, Landlord agrees to give the holder of such
leasehold mortgage written notice of any default by Tenant and an opportunity to cure any such
default within fifteen (15) days after such notice with respect to monetary defaults and within a
commercially reasonable period of time after such notice with respect to any non - monetary default.
27. Revenue Share: In addition to the Rent currently paid by Tenant to Landlord pursuant to this
Agreement, as further consideration for the right to exclusively use and lease the Leased Premises, if,
after full execution of this Agreement, Tenant subleases, licenses or grants a similar right of use or
occupancy in the Leased Premises to an unaffiliated third party not already a subtenant on the Leased
Premises (each a "Future Subtenant "), Tenant agrees to pay to Landlord twenty percent (20 %) of the
rental, license or similar payments actually received by Tenant from such Future Subtenant
(excluding any reimbursement of taxes, construction costs, installation costs, revenue share
reimbursement or other expenses incurred by Tenant) (the "Additional Rent ") within thirty (30)
days after receipt of said payments by Tenant. Tenant shall have no obligation for payment to
Landlord of such share of rental, license or similar payments if not actually received by Tenant. Non-
payment of such rental, license or other similar payment by a Future Subtenant shall not be an event
of default under this Agreement. Tenant shall have sole discretion as to whether, and on what terms,
to sublease, license or otherwise allow occupancy of the Leased Premises and there shall be no
express or implied obligation for Tenant to do so. Landlord acknowledges that Landlord shall have
no recourse against Tenant as a result of the failure of payment or other obligation by a Future
Subtenant. Notwithstanding anything in this paragraph to the contrary, the parties agree and
acknowledge that revenue derived from subtenants and any successors and /or assignees of such
subtenants who commenced use and /or sublease of the Leased Premises prior to execution of this
Agreement shall be expressly excluded from the Additional Rent and Landlord shall have no right to
receive any portion of such revenue, including AT &T.
28. Business Summary Report. Once per calendar year, Landlord may submit a written request to
Tenant for a business summary report pertaining to Tenant's rent obligations for the prior twelve
(12) month period, and Tenant shall provide such written accounting to Landlord within sixty (60)
days after Tenant's receipt of such written request.
29. Relocation. In the event that Landlord determines in good faith that the Leased Premises are
needed by Landlord for public purposes, Landlord shall have the one -time right to require the
relocation of the Improvements, or any part thereof, to an alternate ground location provided that:
(i) the relocation shall be performed exclusively by Tenant or its agents, at Landlord's sole cost and
expense, during the Relocation Period, as defined below; (ii) the relocation shall not result in any
interruption of the communications services provided by Tenant to its customers, including, but not
limited to, Tenant's continuous access, maintenance and operation of the Improvements, until such
time that all tenants, subtenants and sublicensees that have been permitted by this Agreement are
successfully relocated; and (iii) the relocation shall not impair, or in any manner alter, the quality of
communications services provided by Tenant to its customers on and from the Relocation Site as
defined below.
(A) Relocation Process. To exercise the relocation rights, Landlord shall provide written
notice to Tenant not less than twelve (12) months prior to the relocation date and shall propose
an alternate site to which Tenant may relocate the Improvements ( "Alternate Site Location ").
Tenant shall have sixty (60) days from the date of the notice to evaluate the Alternate Site
Location, including, but not limited to, conducting tests to determine the technological feasibility
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of the Alternate Site Location and obtaining written approval of all wireless telecommunications
providers on the Leased Premises that have been permitted by this Agreement. If Tenant fails to
approve the Alternate Site Location in writing within said sixty (60) day period, Tenant will be
deemed to have not approved such Alternate Site Location. If Tenant does not approve such
Alternate Site Location, Landlord may then propose another Alternate Site Location by providing
notice to Tenant in the manner set forth above. Upon Tenant's approval of any proposed
Alternate Site Location, both parties will enter into a written agreement concerning the
relocation of the Improvements ( "Relocation Agreement ") to the Alternate Site Location
( "Relocation Site "). Landlord shall undertake reasonable efforts to provide an Alternate Site
Location acceptable to Tenant. If no Alternate Site Location is available or if Tenant does not
approve an Alternate Site Location, Landlord may, upon twelve (12) months' written notice,
terminate this Agreement in accordance with the notice requirements set forth in this Agreement.
(B) No Additional Terms. Upon relocation of the Improvements, all references to the Leased
Premises in this Agreement shall be deemed to refer to the Relocation Site (including any access
and utility easements). The Relocation Site shall be surveyed by a licensed surveyor at the sole
cost of Tenant, in which event such survey shall replace and supersede the description of the
Leased Premises under this Agreement. Unless otherwise provided in the Relocation Agreement
orany other written agreement of the parties, the relocation of the Improvements shall notaffect,
alter, modify or otherwise change any of the terms and conditions of this Agreement.
(C) Relocation Period. The "Relocation Period" shall mean that period of time commencing
on the date Tenant has received all required permits and approvals for the Relocation Site and
ending ninety (90) days thereafter. The relocation of the Improvements to the Relocation Site
shall be substantially completed within the Relocation Period, to the extent reasonable feasible.
The then - current Rent shall be reduced by fifty percent (SO %) during the Relocation Period.
30. Deletion of Prior Agreement. Landlord and Tenant are the ultimate successors in interest to
the Ground Lease dated August 23, 1993, by and between Landlord and Tenant's predecessor in
interest, Los Angeles Cellular Telephone Company, a California general partnership, as amended (the
"Original Agreement "). Landlord and Tenant agree that the Original Agreement is hereby amended
by deleting it in its entirety and restating the Original Agreement as provided for in this Agreement.
31. Miscellaneous.
(A) Recording. Tenant shall have the right to record a memorandum of this Agreement in a form
acceptable to Tenant and approved in writing in advance by Landlord's City Attorney, with the
appropriate recording officer. Landlord shall execute and deliver such a memorandum, for no
additional consideration, promptly upon Tenant's request.
(B) Entire Agreement. Landlord and Tenant agree that this Agreement contains all of the
agreements, promises and understandings between Landlord and Tenant. No oral agreements,
promises or understandings shall be binding upon either Landlord or Tenant in any dispute,
controversy or proceeding at law. Any addition, variation or modification to this Agreement shall
be void and ineffective unless made in writing and signed by the parties hereto.
(C) Captions. The captions preceding the Sections of this Agreement are intended only for
convenience of reference and in no way define, limit or describe the scope of this Agreement or
the intent of any provision hereof.
(D) Construction of Document. Landlord and Tenant acknowledge that this document shall not
be construed in favor of or against the drafter by virtue of said party being the drafter and that
this Agreement shall not be construed as a binding offer until signed by Tenant.
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(E) Notices. All notices hereunder shall be in writing and shall be given by: (i) established
national courier service which maintains delivery records; (ii) hand delivery; or (iii) certified or
registered mail, postage prepaid, return receipt requested. Notices are effective upon receipt, or
upon attempted delivery if delivery is refused or if delivery is impossible because of failure to
provide reasonable means for accomplishing delivery. The notices shall be sent to Landlord at
Landlord's Notice Address and to Tenant at Tenant's Notice Address.
(F) Partial Invalidity. If any term of this Agreement is found to be void or invalid, then such
invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force
and effect.
(G) IRS Form W -9. Landlord agrees to provide Tenant with a completed IRS Form W -9, or its
equivalent, upon execution of this Agreement and at such other times as may be reasonably
requested by Tenant. In the event Landlord's Property is transferred, the succeeding landlord
shall have a duty at the time of such transfer to provide Tenant with a Change of Ownership Form
as provided for by Tenant, a completed IRS Form W -9, or its equivalent, and other related paper
work to effect a transfer in Rent to the new landlord. Landlord's failure to provide the IRS Form
W -9 within thirty (30) days after Tenant's request shall be considered a default and Tenant may
take any reasonable action necessary to comply with IRS regulations including, but not limited
to, withholding applicable taxes from Rent payments.
[Execution Page Follows]
Site Name: C453/No Seal Beach Ovly —C453 DAS ISE
Bun #:845400 10
IN WITNESS WHEREOF, Landlord and Tenant having read the foregoing and intending to be legally bound
hereby, have executed this Agreement as of the day and year this Agreement is fully executed.
Witness
r �(
Witn�
Site Name: C453/No Seal Beach Ovlv —C453 DAS 1SE
Bun #: 845400
LANDLORD:
CITY OF SEAL BEACH,
a municipal corporation under the laws of the State of
California
By:
Print Name:
Print Title:
Date:
TENANT:
NCWPCS MPL 24 - YEAR SITES TOWER HOLDINGS LLC,
a Delaware limited liability company
By: CCATT LLC,
a Delaware limited liability company
Its: Attorney In Fact
By:
Print Name: Lisa A. SedgW(ck
Print Title: RET Manager
Date: 3- tb —j-1 -
i
EXHIBIT "A"
Landlord's Property
THE LANDLORD'S PROPERTY OF WHICH THE PREMISES ARE A PART IS LEGALLY DESCRIBED AS
FOLLOWS:
ALL THAT REAL PROPERTY LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE,
DESCRIBED AS FOLLOWS:
PARCELS 1 AND 2 AS SHOWN ON A MAP FILED IN BOOK 15, PAGE 3 OF PARCEL MAPS, RECORDS OF
SAID ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS OR OTHER HYDROCARBON PRODUCTS THEREUNDER,
PROVIDED THAT THE OWNERS OF SUCH EXCEPTED PRODUCTS MAY NOT PERFORM ANY
OPERATIONS ON THE SURFACE OF SAID LAND, SUCH AS DRILLING, EXPLORATION OR EXTRACTION
OF SUCH MINERALS EXCEPT IN AREA "A" DESCRIBED IN THE FINAL DECREE RENDERED OCTOBER
6, 1948, IN THE DISTRICT COURT OF THE UNITED STATES IN AND FOR THE SOUTHERN DISTRICT
OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 3436-CIVIL, A CERTIFIED COPY OF WHICH DECREE
WAS RECORDED NOVEMBER S, 1952 IN BOOK 2407 PAGE 87 OF OFFICIAL RECORDS.
Site Name: C453/No Seal Beach Ovly — C453 DAS ISE
Bun #: 845400
EXHIBIT "B"
Leased Premises and Easements
Site Name: C453/No Seal Beach Ovly — C453 DAS ISE
Bm#: 845400
WHEN RECORDED RETURN TO:
Prepared by:
Parker Legal Group, PC
600 West Broadway, Suite 700
San Diego, CA 92101
1
above this line for Recorder's Use
A.P.N. 095- 020 -15 Prior recorded document(s) in Orange County, California:
Recorded on January 3, 1994 at #94- 0001500
MEMORANDUM OF
AMENDED AND RESTATED SITE LEASE AGREEMENT
This Memorandum of Amended and Restated Site Lease Agreement is made effective this
day of 2017 by and between the CITY OF SEAL BEACH, a municipal
corporation under the laws of the State of California ( "Landlord ") and NCWPCS MPL 24 - YEAR
SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by and through CCATT
LLC, a Delaware limited liability company, its attorney in fact (collectively referred to as
"Tenant")-
Landlord and Tenant are the ultimate successors in interest to a certain Ground
Lease dated August 23, 1993, by and between Landlord and Tenant's predecessor in interest, Los
Angeles Cellular Telephone Company, a California general partnership, as amended (the "Original
Agreement"), a memorandum of which was recorded on January 3, 1994 at Instrument No. 94-
0001500.
Documentary Transfer Tax $
_ Computed on full value of property
Computed on full value less liens and
encumbrances remaining at time of sale
Computed on full value of lease surpassing the
35 -year term limit
Computed on leased area of the property
Signature of Declarant or agent — Firm Name
Site Name: C453/No Seal Beach Ovly —C453 DAS ISF, 1
Business Unit #: 845400
1
2. Landlord and Tenant have entered into an Amended and Restated Site Lease
Agreement dated , 2017 (the "Agreement') whereby Tenant leased
certain real property, together with access and utility easements, located in Orange County,
California from Landlord (the "Leased Premises "), all located within certain real property owned
by Landlord (the "Landlord's Property "). The Landlord's Property, of which the Leased Premises
is a part, is more particularly described in Exhibit "A" attached hereto.
3. By the Agreement, Landlord and Tenant amended the Original Agreement by
deleting it in its entirety and restating the Original Agreement as provided for in the Agreement.
4. The Leased Premises may be used for the purpose of constructing, maintaining and
operating a communications facility, including tower structures, equipment shelters, cabinets,
meter boards, utilities, antennas, equipment, any related improvements and structures and uses
incidental thereto.
5. The initial term of the Agreement shall commence on , 2017 and expire
on , 2022 (the "Initial Term "), with the right of Tenant to extend the
Agreement for five (5) additional renewal terms of five (5) years each, with the final extension
expiring on 2047.
6. In the event of any inconsistency between this Memorandum and the Agreement,
the Agreement shall control.
7. The terms, covenants and provisions of the Agreement shall extend to and be
binding upon the respective executors, administrators, heirs, successors and assigns of Landlord
and Tenant.
8. This Memorandum does not contain the social security number of any person.
9. A copy of the Agreement is on file with Landlord and Tenant.
[Execution Pages Follow]
Site Name: C453/No Seal Beach Ovly— C453 DAS ISE 2
Business Unit 4 : 845400
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Landlord and Tenant
have caused this Memorandum to be duly executed on the day and year first written above.
LANDLORD:
CITY OF SEAL BEACH,
a municipal corporation under the laws of the
State of California
By:
Print Name:
Title:
[Acknowledgment Appears on Following Page]
Site Name: C453/No Seal Beach Ovly— C453 UAS ISE
Business Unit #. 845400
CALIFORNIA 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 CALIFORNIA
COUNTY OF
On _
Public.
before me,
ss.
Notary
personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
(Seal)
[Tenant Execution Page Follows]
Site Name: C453(No Seal Beach Ovly— C453 DAS ISE 4
Business Unit #: 345400
1
TENANT:
NCWPCS MPL 24 - YEAR SITES TOWER
HOLDINGS LLC,
a Delaware limited liability company
By: CCATT LLC,
a Delaware limited liability company
Its: Attorney In Fact
By: G .✓
Print Name: LI58 A. S2 Kc
Title: RFT Manager
[Acknowledgment Appears on Following Page]
Site Name: C453 /NO Seal Beach Ovly— C453 DAS ISE
Business Unit 9 : 845400
State of Texas
County of✓ro5
Be ore me, Keiser McMiller a Notary Pub ic, on this day personally appeared
�-1 S4 A. S ,(/V-7-m of CCATT LLC, a
Delaware limited liability company, as Attorney in Fact for NCWPCS MPL 24 - YEAR SITES
TOWER HOLDINGS LLC, known to me (or proved to me on the oath of or
through driver's license, state id card, resident id card, military id card, or passport) to be the
person whose name is subscribed to the foregoing instrument and acknowledged to me that she /he
executed the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this 16 day of V�ar6t\ , 2017.
(Personalized Seal)
° "...., KEMIN RONNETTE MCMILIER
''wvuB�„: Notary Public. State Ot Texos -
z:
N •:, +p; Comm. Expires D3- 25-201 B
°.'4oi•je'$ NOIarY ID 1282 19417
'pnuU"°
Site Name. C453/No Seal Beach Ovly — C4S3 DAS ISE
Business Unit k 845400
Notary Public's Signature
EXHIBIT A
(Legal Description of Owner's Property)
THE LANDLORD'S PROPERTY OF WHICH THE PREMISES ARE A PART IS LEGALLY
DESCRIBED AS FOLLOWS:
ALL THAT REAL PROPERTY LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF
ORANGE, DESCRIBED AS FOLLOWS:
PARCELS 1 AND 2 AS SHOWN ON A MAP FILED IN BOOK 15, PAGE 3 OF PARCEL
MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS OR OTHER HYDROCARBON PRODUCTS
THEREUNDER, PROVIDED THAT THE OWNERS OF SUCH EXCEPTED PRODUCTS
MAY NOT PERFORM ANY OPERATIONS ON THE SURFACE OF SAID LAND, SUCH AS
DRILLING, EXPLORATION OR EXTRACTION OF SUCH MINERALS EXCEPT IN AREA
"A" DESCRIBED IN THE FINAL DECREE RENDERED OCTOBER 6, 1948, IN THE
DISTRICT COURT OF THE UNITED STATES IN AND FOR THE SOUTHERN DISTRICT
OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 3436- CIVIL, A CERTIFIED COPY OF
WHICH DECREE WAS RECORDED NOVEMBER 5, 1952 IN BOOK 2407 PAGE 87 OF
OFFICIAL RECORDS.
Site Name: C453(No Seal Beach 0v1y —C453 DAS ISE 7
Business Unit 4: 845400
Site Name: Seal Beach BH2
Bun #: 878999
AMENDED AND RESTATED SITE LEASE AGREEMENT
THIS AMENDED AND RESTATED SITE LEASE AGREEMENT (the "Agreement ") is made as of the
date of the final signature below, by and between CITY OF SEAL BEACH, a municipal corporation
under the laws of the State of California ( "Landlord ") and STC ONE LLC, a Delaware limited liability
company, registered in California as TOWER COMPANY ONE LLC, by and through GLOBAL SIGNAL
ACQUISITIONS III LLC, a Delaware limited liability company, its attorney in fact ( "Tenant ").
1. Definitions.
"Agreement" means this Amended and Restated Site Lease Agreement.
"Approvals" means all certificates, permits, licenses and other approvals that Tenant, in its sole
discretion, deems necessary for its intended use of the Leased Premises.
"Commencement Date" means the first day of the second full month following full execution of
this Agreement.
"Defaulting Party" means the party to this Agreement that has defaulted as provided for in Section
22 of this Agreement.
Easements" and "Utility Easement" have the meanings set forth in Section S of this Agreement.
"Hazardous Material" means any substance which is: (i) designated, defined, classified or
regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant
under any Environmental Law, as currently in effect or as hereafter amended or enacted; (ii) a
petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products; (iii)
PCBs; (iv) lead; (v) asbestos; (vi) flammable explosives; (vii) infectious materials; or (viii) radioactive
materials. "Environmental Law(s)" means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C.
Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the
Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or amended
to date, the regulations promulgated pursuant to said laws and any other federal, state or local law,
statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal,
presence, clean -up, transportation or release or threatened release into the environment of
Hazardous Material.
"Improvements" means a wireless communications facility, including tower structures,
equipment shelters, meter boards and related improvements and structures and uses incidental
thereto.
"Initial Term" means a period of five (5) years following the Commencement Date of this
Agreement.
"Lease Term" means the Initial Term and any Renewal Terms.
"Leased Premises" means that portion of Landlord's Property consisting of a parcel of
approximately six hundred (600) square feet as described in the sketch attached hereto as Exhibit
"B ". The boundaries of the Leased Premises may be subject to modification as set forth in Section 5.
Site Name: Seal BH2
Bun #:878999
"Tenant's Notice Address" means STC One LLC, c/o Crown Castle USA Inc, Attn: Legal - Real
Estate Dept.1, 2000 Corporate Drive, Canonsburg, PA 15317 -8564, 1- 866 - 482 -8890.
"Landlord's Notice Address" means City of Seal Beach, attn: City Clerk, 211 8th Street, Seal Beach,
California 90740; (562)431 -2527.
"Landlord's Property" means the parcel of land located in the City of Seal Beach, County of Orange,
State of California, as shown on the Tax Map of said County as Tax Parcel Number 095- 020 -15, being
further described in the instrument recorded in Orange County, a copy of said instrument being
attached hereto as Exhibit "A ".
"Non- Defaulting Party" means the party to this Agreement that has not defaulted as provided for
in Section 22 of this Agreement.
"Renewal Term" means a period of five (5) years commencing upon the expiration of the Initial
Term or prior Renewal Term, as the case may be.
"Rent" means the consideration payable by Tenant to Landlord in exchange for the Leased
Premises in the amount of Twenty-Four Thousand Five Hundred Fourteen and 92/100 Dollars
($24,514.92) per year. Commencing on the anniversary of the Commencement Date each year
thereafter (the "Adjustment Date "), the annual rent shall increase by an amount equal to three
percent (3 %) of the annual rent in effect for the year immediately preceding the Adjustment Date
( "Regular Rent Escalation').
2. Landlord's Cooperation. During the Lease Term, Landlord shall: (i) cooperate with Tenant in
its efforts to obtain all of the Approvals, including all appeals; and (ii) take no action that would
adversely affect the Leased Premises. Landlord acknowledges that Tenant's ability to use the Leased
Premises is contingent upon Tenant obtaining and maintaining the Approvals. Additionally,
Landlord grants to Tenant and its employees, representatives, agents, and consultants a limited
consent to prepare, execute, submit, file and present on behalf of Landlord building, permitting,
zoning or land -use applications with the appropriate local, state and /or federal agencies necessary
to obtain land use changes, special exceptions, zoning variances, conditional use permits, special use
permits, administrative permits, construction permits, operation permits and /or building permits
that are consistent with applicable law. Landlord understands that any such application and /or the
satisfaction of any requirements thereof may require Landlord's cooperation, which Landlord hereby
agrees to provide. Landlord shall not knowingly do or permit anything that will interfere with or
negate any Approvals pertaining to the Improvements or Leased Premises or cause them to be in
nonconformance with applicable local, state or federal laws. Landlord agrees to execute such
documents as may be necessary to obtain and thereafter maintain the Approvals, and agrees to be
named as the applicant for said Approvals.
3. Lease Term. Effective as of the Commencement Date, Landlord leases the Leased Premises to
Tenant for the Initial Term. The term of this Agreement shall automatically be extended for five (5)
successive Renewal Terms, unless this Agreement is terminated pursuant to the provisions set forth
herein.
4. Rent. Beginning on the Commencement Date, and continuing thereafter Tenant shall pay Rent
for the Leased Premises in installments as specified herein, on the first business day of the calendar
month in which the Rent is due.
Site Name: Seal BH2
BUN #: 878999
S. Easements. Conditioned upon and subject to commencement of the Lease Term, Landlord grants
the following non exclusive easements over, under and upon Landlord's Property to Tenant, Tenant's
employees, agents, contractors, sublessees, licensees and their employees, agents and contractors:
(i) an easement over such portions of Landlord's Property only to the extent reasonably necessary
for the construction, repair, maintenance, replacement, demolition and removal of the facility to be
located upon Leased Premises; (ii) an easement over such portion of Landlord's Property only to the
extent reasonably necessary to obtain or comply with any Approvals; (iii) a thirty foot (30') wide
easement in the location shown in Exhibit "B ", for construction, use, maintenance and repair of an
access road for ingress and egress seven (7) days per week, twenty-four (24) hours per day, for
pedestrians and all types of motor vehicles, to extend from the nearest public right -of -way to the
Leased Premises; and (iv) a utility easement (the "Utility Easement ") in the location shown in Exhibit
"B ", for the installation, repair, replacement and maintenance of utility wires, poles, cables, conduits
and pipes, provided that in the event that any public utility is unable or unwilling to use the Utility
Easement in the location shown in Exhibit "B ", at the sole option of Tenant, Landlord shall grant an
alternate easement either to Tenant or directly to the public utility at no cost and in a location
acceptable to Tenant and the public utility (collectively, the "Easements "). TO HAVE AND TO HOLD
the Easements for the purposes provided during the Lease Term and thereafter for a reasonable
period of time for Tenant to remove its improvements.
6. Right to Terminate. Tenant shall have the right to terminate this Agreement, at any time,
without cause, by providing Landlord with one hundred eighty (180) days' prior written notice.
Upon such termination, this Agreement shall become null and void and neither party shall have any
further rights or duties hereunder, except that any monies owed by either party to the other up to
the date of termination shall be paid when due or within thirty (30) days of the termination date
whichever is earlier. Landlord shall have the right to terminate this Agreement upon any uncured
default by Tenant as provided herein. Within ninety (90) days following any such termination, Tenant
shall completely remove all of the Improvements from the Leased Premises and the Easements at its
own cost to a depth of three feet (3'), excluding conduits and footings, ordinary wear and tear
excepted. If Tenant fails to completely remove the Improvements within such time, Landlord may
remove the Improvements without additional notice to Tenant and use all available remedies at law
and equity to recover its cost of removal from Tenant.
7. Termination Fee. If at any time during the Lease Term: (i) Tenant exercises any of Tenant's
rights to terminate this Agreement; or (ii) Tenant elects not to renew this Agreement, Tenant shall
pay a termination fee ( "Termination Fee') equal to the amount of rent that Tenant would have owed
to Landlord under this Agreement between the date of such early termination or election not to
renew, as the case may be, and the following twelve (12) months. The Termination Fee will be due
and payable in the same manner and on the same dates as Rent set forth in this Agreement.
Notwithstanding the foregoing, Tenant will be released from any and all of its obligations under this
Agreement as of the effective date of such termination and shall not be required to pay the
Termination Fee if Tenant terminates this Agreement due to a Landlord default.
8. Use of Property. The Leased Premises and the Easements shall be used by Tenant for the
purpose of: (i) constructing, maintaining and operating the Improvements; and (ii) temporary uses
incidental thereto, including without limitation, testing of any kind by Tenant, its customers, or
invitees. Tenant may place a security fence around the perimeter of the Leased Premises. All
Improvements shall be constructed at Tenant's sole expense. Tenant will maintain the Leased
Premises in a safe condition. It is the intent of the parties that Tenant's wireless communications
facility shall not constitute a fixture.
Site Name: Seal BI-I2
BUN #: 878999
9. Removal of Obstructions. Tenant has the right to remove obstructions from Landlord's
Property, including but not limited to vegetation, which may encroach upon, interfere with or present
a hazard to Tenant's use of the Leased Premises or the Easements. Tenant shall dispose of any
materials removed.
10. Hazardous Materials.
(A) Tenant's Obligation and Indemnity. Tenant shall not (either with or without negligence)
cause or permit the escape, disposal or release of any Hazardous Materials on or from the Leased
Premises in any manner prohibited by law. 'Tenant shall indemnify and hold Landlord harmless
from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including,
without limitation, any and all sums paid for settlement of claims, attorneys' fees, and
consultants' and experts' fees) from the release of any Hazardous Materials on the Leased
Premises if caused by Tenant or persons acting under Tenant.
(B) Landlord's Obligation and Indemnity. Landlord shall not (either with or without negligence)
cause or permit the escape, disposal or release of any Hazardous Materials on or from Landlord's
Property or Leased Premises in any manner prohibited by law. Landlord shall indemnify and
hold Tenant harmless from any and all claims, damages, fines, judgments, penalties, costs,
liabilities or losses (including, without limitation, any and all sums paid for settlement of claims,
attorneys' fees, and consultants' and experts' fees) from the presence or release of any Hazardous
Materials on Landlord's Property or Leased Premises unless caused by Tenant or persons acting
under Tenant.
11. Real Estate Taxes. Landlord shall pay all real estate taxes and all other taxes, fees and
assessments attributed to the Leased Premises and this Agreement. Tenant shall pay personal
property taxes assessed against the Improvements constructed by Tenant.
12. Insurance.
(A) Tenant shall not commence work under this Agreement until it has provided evidence
satisfactory to Landlord that Tenant has secured all insurance required under this Section.
Tenant shall furnish Landlord with original certificates of insurance and endorsements effecting
coverage required by this Agreement on forms satisfactory to Landlord. The certificates and
endorsements for each insurance policy shalt be signed by a person authorized by that insurer to
bind coverage on its behalf. All certificates and endorsements shall be received and approved by
Landlord before work commences, which reasonable approval may not be withheld, conditioned
or delayed. Landlord reserves the right to review complete copies of all required insurance
policies, at any time, which will be made available at Tenant's place of business.
(B) Tenant shall, at its expense, procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of this Agreement. Insurance is to be placed with insurers with
a current A.M. Best's rating no less than AXIII, licensed to do business in California, and
reasonably satisfactory to Landlord. Coverage shall be at least as broad as the latest version of
the following: (i) General Liability: Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001); (ii) Automobile Liability: Insurance Services Office
Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by Landlord,
(iii) Professional Liability. Tenant shall maintain limits no less than: (i) General Liability:
$2,000,000 per occurrence for bodily injury, personal injury and property damage and if
Commercial General Liability Insurance or other form with a general aggregate limit is used,
Site Name: Seal BH2
BLJN9: 878999
either the general aggregate limit shall apply separately to this Agreement /location or the
general aggregate limit shall be twice the required occurrence limit; (ii) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (iii) Professional Liability:
$1,000,000 per claim /aggregate.
(C) The insurance policies shall contain the following provisions, or Tenant shall provide
endorsements on forms supplied or approved by Landlord to state: (i) coverage shall provide
that thirty (30) days prior written notice of cancellation by the insurer for any reason other than
non - payment of premium by mail will be given to the City; (ii) any failure of Tenant to comply
with reporting or other provisions of the policies, including breaches of warranties, shall not
affect coverage provided to Landlord, its directors, officials, officers, (iii) coverage shall be
primary insurance as respects Landlord, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Tenant's scheduled
underlying coverage and that any insurance or self- insurance maintained by. Landlord, its
directors, officials, officers, employees, agents and volunteers shall be excess of Tenant's
insurance and shall not be called upon to contribute with it; (iv) for general liability insurance,
that Landlord, its directors, officials, officers, employees, agents and volunteers shall be covered
as additional insureds with respect to the services or operations performed by or on behalf of
Tenant, including materials, parts or equipment furnished in connection with such work; and (v)
for automobile liability, that Landlord, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Tenant
or for which Tenant is responsible.
(D) All insurance required by this Section shall contain standard separation of insureds
provisions.
(E) Any deductibles or self- insured retentions shall be declared to Landlord
13. Waiver of Claims and Rights of Subrogation. The parties hereby waive any and all rights of
action for negligence against the other on account of damage to the Improvements, Landlord's
Property or to the Leased Premises resulting from any fire or other casualty of the kind covered by
property insurance policies with extended coverage, regardless ofwhether or not, or in what amount,
such insurance is carried by the parties. All policies of property insurance carried by either party for
the Improvements, Landlord's Property or the Leased Premises shall include a clause or
endorsement denying to the insurer rights by way of subrogation against the other party to the extent
rights have been waived by the insured before the occurrence of injury or loss.
14. Eminent Domain. If Landlord receives notice of a proposed taking by eminent domain of any
part of the Leased Premises or the Easements, Landlord will notify Tenant of the proposed taking
within five (5) days of receiving said notice and Tenant will have the option to: (i) declare this
Agreement null and void and thereafter neither party will have any liability or obligation hereunder;
or (ii) remain in possession of that portion of the Leased Premises and Easements that will not be
taken, in which event there shall be an equitable adjustment in rent on account of the portion of the
Leased Premises and Easements so taken. With either option Tenant shall have the right to contest
the taking and directly pursue an award.
1S. Sale of Property. If Landlord sells all or part of Landlord's Property, of which the Leased
Premises is a part then such sale shall be under and subject to this Agreement.
Site Name: Seal BF12
BUNk: 878999 5
16. Surrender of Property. Upon expiration or termination of this Agreement, Tenant shall, within
a reasonable time, remove all Improvements to a depth of three feet (3'), excluding conduits and
footings, and restore the Leased Premises as nearly as reasonably possible to its original condition,
ordinary wear and tear excepted, without, however, to alter the then existing grading.
17. Hold Harmless. Each party shall indemnify and defend the other party against, and hold the
other party harmless from, any claim of liability or loss from personal injury or property damage
arising from the use and occupancy of the Leased Premises or Landlord's Property by such
indemnifying party, its employees, contractors, servants or agents, except to the extent such claims
are caused by the intentional misconduct or negligent acts or omissions of the other party, its
employees, contractors, servants or agents.
18. Landlord's Covenant of Title. Landlord covenants that Landlord holds good and marketable fee
simple title to Landlord's Property and the Leased Premises and has full authority to enter into and
execute this Agreement. Landlord further covenants that there are no encumbrances or other
impediments of title that might interfere with or be adverse to Tenant.
19. Interference with Tenant's Business. Tenant shall have the exclusive right to construct, install
and operate wireless communications facilities that emit radio frequencies on Landlord's Property.
Landlord agrees that it will not permit the construction, installation or operation on Landlord's
Property of: (i) any additional wireless communications facilities; or (ii) any equipment or device
that interferes with Tenant's use of the Leased Premises for a wireless communications facility. Each
covenant made by Landlord in this Section is a covenant running with the land for the benefit of the
Leased Premises.
20. Quiet Enjoyment. Landlord covenants that Tenant, on paying Rent and performing the
covenants of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Premises
and Easements.
21. Mortgages. This Agreement, Tenant's leasehold interest and the Easements shall be subordinate
to any mortgage given by Landlord which currently encumbers the Leased Premises, provided that
any mortgagee shall recognize the validity of this Agreement in the event of foreclosure. In the event
that the Leased Premises is or shall be encumbered by such a mortgage, Landlord shall obtain and
furnish to Tenant a non - disturbance agreement for each such mortgage, in recordable form. If
Landlord fails to provide any non- disturbance agreement Tenant may withhold and accrue, without
interest, the Rent until such time as Tenant receives all such documentation.
22. Default.
(A) Notice of Default: Cure Period. In the eventthat there is a default by Landlord or Tenant (the
"Defaulting Party") with respect to any of the provisions of this Agreement or Landlord's or
Tenant's obligations under this Agreement, the other party (the "Non- Defaulting Party") shall
give the Defaulting Party written notice of such default. After receipt of such written notice, the
Defaulting Party shall have thirty (30) days in which to cure any monetary default and sixty (60)
days in which to cure any non - monetary default. The Defaulting Party shall have such extended
periods as may be required beyond the sixty (60) day cure period to cure any non - monetary
default if the nature of the cure is such that it reasonably requires more than sixty (60) days to
cure, and the Defaulting Party commences the cure within the sixty (60) day period and
thereafter continuously and diligently pursues the cure to completion. The Non- Defaulting Party
may not maintain anyaction or effect any remedies for default against the Defaulting Party unless
and until the Defaulting Party has failed to cure the same within the time periods provided in this
Section.
Site Name: Seal BH2
BUM: 878999 6
(B) Consequences of Tenant's Default. Landlord acknowledges that under the terms of this
Agreement, Tenant has the right to terminate this Agreement at any time upon one hundred
eighty (180) days' notice. Accordingly, in the event that Landlord maintains any action or effects
any remedies for default against Tenant, resulting in Tenant's dispossession or removal: (i) the
Rent shall be paid up to the date of such dispossession or removal; and (ii) Landlord shall be
entitled to recover from Tenant, in lieu of any other damages, as liquidated, final damages, a sum
equal to six months Rent. In no event shall Tenant be liable to Landlord for consequential,
indirect, speculative or punitive damages in connection with or arising out of any default.
(C) Consequences of Landlord's Default In the event that Landlord is in default beyond the
applicable periods set forth above, Tenant may, at its option, upon written notice: (i) terminate
this Agreement, vacate the Leased Premises and be relieved from all further obligations under
this Agreement; (ii) perform the obligation(s) of Landlord specified in such notice, in which case
any expenditures reasonably made by Tenant in so doing shall be deemed paid for the account of
Landlord and Landlord agrees to reimburse Tenant for said expenditures upon demand; (iii) take
any actions that are consistent with Tenant's rights; or (iv) sue for injunctive relief, and /or sue
for specific performance, and /or sue for damages, and /or set -off from Rent any amount
reasonably expended by Tenant as a result of such default.
23. Limitation on Damages. In no event shall Tenant be liable to Landlord for consequential,
indirect, speculative or punitive damages in connection with or arising from this Agreement, or the
use of the Leased Premises and /or Easements.
24. Landlord's Waiver. Landlord hereby waives and releases any and all liens, whether statutory
or under common law, with respect to any of Tenant's personal property now or hereafter located
on the Leased Premises.
25. Applicable Law. This Agreement and the performance thereof shall be governed, interpreted,
construed and regulated by the laws of the State of California. The parties agree that the venue for
any litigation regarding this Agreement shall be in Orange County, California.
26. Assignment Sublease. Licensing and Encumbrance. Tenant has the right, at its sole
discretion, to assign its interest in this Agreement and to sublease or license use of the Leased
Premises, Easements and Improvements for uses that are substantially similar to Landlord's
telecommunications purposes. Assignment of this Agreement by Tenant shall be effective upon
Tenant sending written notice to Landlord and shall relieve Tenant from any further liability or
obligation. Tenant has the further right to pledge or encumber its interest in this Agreement. Upon
request to Landlord from any leasehold mortgagee, Landlord agrees to give the holder of such
leasehold mortgage written notice of any default by Tenant and an opportunity to cure any such
default within fifteen (15) days after such notice with respect to monetary defaults and within a
commercially reasonable period of time after such notice with respect to any non - monetary default.
27. Revenue Share: In addition to the Rent currently paid by Tenant to Landlord pursuant to this
Agreement, as further consideration for the right to exclusively use and lease the Leased Premises, if,
"after full execution of this Agreement, Tenant subleases, licenses or grants a similar right of use or
occupancy in the Leased Premises to an unaffiliated third party not already a subtenant on the Leased
Premises (each a "Future Subtenant"), Tenant agrees to pay to Landlord twenty percent (20 %) of the
rental, license or similar payments actually received by Tenant from such Future Subtenant
(excluding any reimbursement of taxes, construction costs, installation costs, revenue share
reimbursement or other expenses incurred by Tenant) (the "Additional Rent ") within thirty (30)
days after receipt of said payments by Tenant. Tenant shall have no obligation for payment to
Site Name: Seal BH2
BUN #: 878999 7
Landlord of such share of rental, license or similar payments if not actually received by Tenant. Non-
payment of such rental, license or other similar payment by a Future Subtenant shall not be an event
of default under this Agreement. Tenant shall have sole discretion as to whether, and on what terms,
to sublease, license or otherwise allow occupancy of the Leased Premises and there shall be no
express or implied obligation for Tenant to do so. Landlord acknowledges that Landlord shall have
no recourse against Tenant as a result of the failure of payment or other obligation by a Future
Subtenant. Notwithstanding anything in this paragraph to the contrary, the parties agree and
acknowledge that revenue derived from subtenants and any successors and /or assignees of such
subtenants who commenced use and /or sublease of the Leased Premises prior to execution of this
Agreement shall be expressly excluded from the Additional Rent and Landlord shall have no right to
receive any portion of such revenue, Sprint and Clearwire.
28. Business Summary Report. Once per calendar year, Landlord may submit a written request to
Tenant for a business summary report pertaining to Tenant's rent obligations for the prior twelve
(12) month period, and Tenant shall provide such written accounting to Landlord within sixty (60)
days after Tenant's receipt of such written request.
29. Relocation. In the event that Landlord determines in good faith that the Leased Premises are
needed by Landlord for public purposes, Landlord shall have the one -time right to require the
relocation of the Improvements, or any part thereof, to an alternate ground location provided that:
(i) the relocation shall be performed exclusively by Tenant or its agents, at Lessor's sole cost and
expense, during the Relocation Period, as defined below; (ii) the relocation shall not result in any
interruption of the communications services provided by Tenant to its customers, including, but not
limited to, Tenant's continuous access, maintenance and operation of the Improvements, until such
time that all tenants, subtenants and sublicensees that have been permitted by this Agreement are
successfully relocated; and (iii) the relocation shall not impair, or in any manner alter, the quality of
communications services provided by Tenant to its customers on and from the Relocation Site as
defined below.
(A) Relocation Process. To exercise the relocation rights, Landlord shall provide written
notice to Tenant not less than twelve (12) months prior to the relocation date and shall propose
an alternate site to which Tenant may relocate the Improvements ( "Alternate Site Location').
Tenant shall have sixty (60) days from the date of the notice to evaluate the Alternate Site
Location, including, but not limited to, conducting tests to determine the technological feasibility
of the Alternate Site Location and obtaining written approval of all wireless telecommunications
providers on the Leased Premises that have been permitted by this Agreement. If Tenant fails to
approve the Alternate Site Location in writing within said sixty (60) day period, Tenant will be
deemed to have not approved such Alternate Site Location. If Tenant does not approve such
Alternate Site Location, Landlord may then propose another Alternate Site Location by providing
notice to Tenant in the manner set forth above. Upon Tenant's approval of any proposed
Alternate Site Location, both parties will enter into a written agreement concerning the
relocation of the Improvements ( "Relocation Agreement ") to the Alternate Site Location
( "Relocation Site "), Landlord shall undertake reasonable efforts to provide an Alternate Site
Location acceptable to Tenant. If no Alternate Site Location is available or if Tenant does not
approve an Alternate Site Location, Landlord may, upon twelve (12) months' written notice,
terminate this Agreement in accordance with the notice requirements set forth in this Agreement.
Site Name: Seal BH2
BUN #: 878999 8
(B) No Additional Terms. Upon relocation of the Improvements, all references to the Leased
Premises in this Agreement shall be deemed to refer to the Relocation Site (including any access
and utility easements). The Relocation Site shall be surveyed by a licensed surveyor at the sole
cost of Tenant, in which event such survey shall replace and supersede the description of the
Leased Premises under this Agreement. Unless otherwise provided in the Relocation Agreement
or any other written agreement of the parties, the relocation of the Improvements shall not affect,
alter, modify or otherwise change any of the terms and conditions of this Agreement.
(C) Relocation Period. The "Relocation Period" shall mean that period of time commencing
on the date Tenant has received all required permits and approvals for the Relocation Site and
ending ninety (90) days thereafter. The relocation of the Improvements to the Relocation Site
shall be substantially completed within the Relocation Period, to the extent reasonable feasible.
The then - current Rent shall be reduced by fifty percent (SO %) during the Relocation Period.
30. Deletion of Prior Agreement. Landlord and Tenant are the ultimate successors in interest to
the Communications Site Lease Agreement dated June 17, 1996, by and between Landlord and
Tenant's predecessor in interest, Cox California PCS, Inc., a Delaware corporation, as amended (the
"Original Agreement "). Landlord and Tenant agree that the Original Agreement is hereby amended
by deleting it in its entirety and restating the Original Agreement as provided for in this Agreement.
31. Miscellaneous.
(A) Recording. Tenant shall have the right to record a memorandum of this Agreement in a form
acceptable to Tenant and approved in writing in advance by Landlord's City Attorney, with the
appropriate recording officer. Landlord shall execute and deliver such a memorandum, for no
additional consideration, promptly upon Tenant's request.
(B) Entire Agreement. Landlord and Tenant agree that this Agreement contains all of the
agreements, promises and understandings between Landlord and Tenant. No oral agreements,
promises or understandings shall be binding upon either Landlord or Tenant in any dispute,
controversy or proceeding at law. Any addition, variation or modification to this Agreement shall
be void and ineffective unless made in writing and signed by the parties hereto.
(C) Captions. The captions preceding the Sections of this Agreement are intended only for
convenience of reference and in no way define, limit or describe the scope of this Agreement or
the intent of any provision hereof.
(D) Construction of Document. Landlord and Tenant acknowledge that this document shall not
be construed in favor of or against the drafter by virtue of said party being the drafter and that
this Agreement shall not be construed as a binding offer until signed by Tenant.
(E) Notices. All notices hereunder shall be in writing and shall be given by: (i) established
national courier service which maintains delivery records; (ii) hand delivery; or (iii) certified or
registered mail, postage prepaid, return receipt requested. Notices are effective upon receipt, or
upon attempted delivery if delivery is refused or if delivery is impossible because of failure to
provide reasonable means for accomplishing delivery. The notices shall be sent to Landlord at
Landlord's Notice Address and to Tenant at Tenant's Notice Address.
(F) Partial Invalidity. If any term of this Agreement is found to be void or invalid, then such
invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force
and effect.
Site Name: Seal BH2
BUN #: 878999
(G) IRS Form W -9. Landlord agrees to provide Tenant with a completed IRS Form W -9, or its
equivalent, upon execution of this Agreement and at such other times as may be reasonably
requested by Tenant. In the event Landlord's Property is transferred, the succeeding landlord
shall have a duty at the time of such transfer to provide Tenant with a Change of Ownership Form
as provided for by Tenant, a completed IRS Form W -9, or its equivalent, and other related paper
work to effect a transfer in Rent to the new landlord. Landlord's failure to provide the IRS Form
W -9 within thirty (30) days after Tenant's request shall be considered a default and Tenant may
take any reasonable action necessary to comply with IRS regulations including, but not limited
to, withholding applicable taxes from Rent payments.
[Execution Page Follows]
Site Name: Sea] BH2
BUN#: 878999 10
^1
IN WITNESS WHEREOF, Landlord and Tenant having read the foregoing and intending to be legally bound
hereby, have executed this Agreement as of the day and year this Agreement is fully executed.
Witness
,
Witness
Site Name: Seal BH2
Bun #:878999
LANDLORD:
CITY OF SEAL BEACH,
a municipal corporation under the laws of the State of
California
By:
Print Name:
Print Title:
Date:
TENANT:
STC ONE LLC,
a Delaware limited liability company,
registered in California as TOWER COMPANY ONE LLC
By: GLOBAL SIGNAL ACQUISITIONS III LLC,
a Delaware limited liability company
Its: Attorney In Fact
By:
Print Name: Lisa A. Sedgwirk
Print Title: RET Manager
Date: 3' 1(0,1
EXHIBIT "A"
Landlord's Property
THE LANDLORD'S PROPERTY OF WHICH THE PREMISES ARE A PART IS LEGALLY DESCRIBED AS
FOLLOWS:
ALL THAT REAL PROPERTY LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE,
DESCRIBED AS FOLLOWS:
PARCELS 1 AND 2 AS SHOWN ON A MAP FILED IN BOOK 15, PAGE 3 OF PARCEL MAPS, RECORDS OF
SAID ORANGE COUNTY. CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS OR OTHER HYDROCARBON PRODUCTS THEREUNDER,
PROVIDED THAT THE OWNERS OF SUCH EXCEPTED PRODUCTS MAY NOT PERFORM ANY
OPERATIONS ON THE SURFACE OF SAID LAND, SUCH AS DRILLING, EXPLORATION OR EXTRACTION
OF SUCH MINERALS EXCEPT IN AREA "A" DESCRIBED IN THE FINAL DECREE RENDERED OCTOBER
6, 1948, IN THE DISTRICT COURT OF THE UNITED STATES IN AND FOR THE SOUTHERN DISTRICT
OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 3436-CIVIL, A CERTIFIED COPY OF WHICH DECREE
WAS RECORDED NOVEMBERS, 1952 IN BOOK 2407 PAGE 87 OF OFFICIAL RECORDS.
i
Site Name: Seal BH2
Hun #:878999
EXHIBIT "B"
Leased Premises and Easements
THE SOUTHERLY 22 FEET OF PARCEL 1 AND ALL OF PARCEL 2 OF PARCEL MAP, IN THE CITY OF
SEAL BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15,
PAGE 3 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
Site Name: Seal BI -12 Exhibit "B"
Bun #: 878999
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Exhibit-B-
Site Name: Seal BH2 Exhibit `B"
Bun #: 878999
WHEN RECORDED RETURN TO:
Prepared by:
Parker Legal Group, PC
600 West Broadway, Suite 700
San Diego, CA 92101
Space above this line for Recorder's Use
A.P.N. 095- 020 -15 Prior recorded document(s) in Orange County, California:
Recorded on February 11, 1997 at #19970064332
MEMORANDUM OF
AMENDED AND RESTATED SITE LEASE AGREEMENT
This Memorandum of Amended and Restated Site Lease Agreement is made effective this
day of 2017 by and between the CITY OF SEAL BEACH, a municipal
corporation under the laws of the State of California ( "Landlord ") and STC ONE LLC, a Delaware
limited liability company, registered in California as TOWER COMPANY ONE LLC, by and
through GLOBAL ACQUISITIONS Ill LLC, a Delaware limited liability company, its attorney
in fact (collectively referred to as "Tenant ").
Landlord and Tenant are the ultimate successors in interest to a certain
Communications Site Lease Agreement dated June 17, 1996, by and between Landlord and
Tenant's predecessor in interest, Cox California PCS, Inc., a Delaware corporation, as amended
(the "Original Agreement "), a memorandum of which was recorded on February 11, 1997 at
Instrument No. 19970064332.
Documentary Transfer Tax $
_ Computed on full value of property
Computed on full value less liens and
encumbrances remaining at time of sale
_ Computed on full value of lease surpassing the
35 -year term limit
Computed on leased area of the property
Signature of Declarant or agent— Finn Name
Site Name: Seal BH2 I
Business Unit 0 878999
2.
Landlord
and Tenant have entered
into
an Amended
and Restated Site
Lease
Agreement
dated
, 2017
(the
"Agreement ")
whereby Tenant
leased
certain real property, together with access and utility easements, located in Orange County,
California from Landlord (the "Leased Premises "), all located within certain real property owned
by Landlord (the "Landlord's Property "). The Landlord's Property, of which the Leased Premises
is a part, is more particularly described in Exhibit "A" attached hereto.
3. By the Agreement, Landlord and Tenant amended the Original Agreement by
deleting it in its entirety and restating the Original Agreement as provided for in the Agreement.
4. The Leased Premises may be used for the purpose of constructing, maintaining and
operating a communications facility, including tower structures, equipment shelters, cabinets,
meter boards, utilities, antennas, equipment, any related improvements and structures and uses
incidental thereto.
5. The initial term of the Agreement shall commence on , 2017 and
expire on 2022 (the "Initial Term "), with the right of Tenant to extend the
Agreement for five (5) additional renewal terns of five (5) years each, with the final extension
expiring on 2047.
6. In the event of any inconsistency between this Memorandum and the Agreement,
the Agreement shall control.
7. The terms, covenants and provisions of the Agreement shall extend to and be
binding upon the respective executors, administrators, heirs, successors and assigns of Landlord
and Tenant.
8. This Memorandum does not contain the social security number of any person.
9. A copy of the Agreement is on file with Landlord and Tenant.
[Execution Pages Follow]
Site Name. Seal BH2 2
Business Umt 9: 878999
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Landlord and Tenant
have caused this Memorandum to be duly executed on the day and year first written above.
LANDLORD:
CITY OF SEAL BEACH,
a municipal corporation under the laws of the
State of California
By:
Print Name:
Title:
[AcknowledgmentAppeors on Following Page]
Site Name: Seal BH2
Business Unit #: 878999
-,
CALIFORNIA 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 CALIFORNIA )
ss.
COUNTY OF )
On before me, Notary
Public,
personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
(Seal)
[Tenant Execution Page Follows]
Site Name: Seal BH2 4
Business Unit N. 878999
TENANT:
STC ONE LLC,
a Delaware limited liability company,
registered in California as TOWER
COMPANY ONE LLC
By: GLOBAL SIGNAL ACQUISITIONS
III LLC,
a Delaware limited liability company
Its: Attorney In Fact
By:�
Print Name: ISa a IC <
Title: RET Manager
[Acknowledgment Appears on Following Page]
Site Name. Seal BH2
Business Unit 0 : 878999
State of Texas
County of +f2,Z✓Yt S
Before me, KeiserMCMlller a Notary Public, on this day personally appeared
L454 A c ty,XwoU - 6 - -Tm of GLOBAL
SIGNAL ACQUISITIONS III LLC, a Delaware limited liability company, as Attorney in Fact
for STC ONE LLC, registered in California as TOWER COMPANY ONE LLC, known to me
(or proved to me on the oath of or through driver's license, state id card, resident
id card, military id card, or passport) to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that she /he executed the same for the purposes and
consideration therein expressed.
Given under my hand and seal of office this /6
(Personalized Seal)
attl', "�"'�•., KELSER RONNETTE MCMILLER
�9,r �„ - NotorY Public Stole of Texos
a . /'� •y= Comm. Expires 03 -25 -2018
'r ur �,. Notary ID 128279411
Site Name: Seal BH2
Business Unit N: 878999
day of A40--C4 '2017.
8
Notary Public's Signature
EXHIBIT A
(Legal Description of Owner's Property)
THE LANDLORD'S PROPERTY OF WHICH THE PREMISES ARE A PART IS LEGALLY
DESCRIBED AS FOLLOWS:
ALL THAT REAL PROPERTY LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF
ORANGE, DESCRIBED AS FOLLOWS:
PARCELS I AND 2 AS SHOWN ON A MAP FILED IN BOOK 15, PAGE 3 OF PARCEL
MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS OR OTHER HYDROCARBON PRODUCTS
THEREUNDER, PROVIDED THAT THE OWNERS OF SUCH EXCEPTED PRODUCTS
MAY NOT PERFORM ANY OPERATIONS ON THE SURFACE OF SAID LAND, SUCH AS
DRILLING, EXPLORATION OR EXTRACTION OF SUCH MINERALS EXCEPT IN AREA
"A" DESCRIBED IN THE FINAL DECREE RENDERED OCTOBER 6, 1948, IN THE
DISTRICT COURT OF THE UNITED STATES IN AND FOR THE SOUTHERN DISTRICT
OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 3436 - CIVIL, A CERTIFIED COPY OF
WHICH DECREE WAS RECORDED NOVEMBER 5, 1952 IN BOOK 2407 PAGE 87 OF
OFFICIAL RECORDS.
Site Name. Seal BH2 7
Business Unit 4. 878999
Site Name: Lampson and 405 Fwy
Bun #: 845383
AMENDED AND RESTATED SITE LEASE AGREEMENT
THIS AMENDED AND RESTATED SITE LEASE AGREEMENT (the "Agreement ") is made as of the
date of the final signature below, by and between CITY OF SEAL BEACH, a municipal corporation
under the laws of the State of California ( "Landlord ") and NEW CINGULAR WIRELESS PCS, LLC, a
Delaware limited liability company, by and through CCATT LLC, a Delaware limited liability company,
its attorney in fact ("Tenant" J.
1. Definitions.
"Agreement" means this Amended and Restated Site Lease Agreement.
"Approvals" means all certificates, permits, licenses and other approvals that Tenant, in its sole
discretion, deems necessary for its intended use of the Leased Premises.
"Commencement Date" means the first day of the second full month following full execution of
this Agreement.
"Defaulting Party" means the party to this Agreement that has defaulted as provided for in Section
22 of this Agreement.
"Easements" and "Utility Easement" have the meanings set forth in Section 5 of this Agreement.
"Hazardous Material" means any substance which is: (i) designated, defined, classified or
regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant
under any Environmental Law, as currently in effect or as hereafter amended or enacted; (ii) a
petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products; (iii)
PCBs; (iv) lead; (v) asbestos; (vi) flammable explosives; (vii) infectious materials; or (viii) radioactive
materials. "Environmental Law(s)" means the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C.
Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the
Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or amended
to date, the regulations promulgated pursuant to said laws and any other federal, state or local law,
statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal,
presence, clean -up, transportation or release or threatened release into the environment of
Hazardous Material.
"Improvements" means a wireless communications facility, including tower structures,
equipment shelters, meter boards and related improvements and structures and uses incidental
thereto.
"Initial Term" means a period of five (5) years following the Commencement Date of this
Agreement.
"Lease Term" means the Initial Term and any Renewal Terms.
"Leased Premises" means that portion of Landlord's Property consisting of a parcel of
approximately twelve hundred (1200) square feet as described in the sketch attached hereto as
Exhibit "B ". The boundaries of the Leased Premises may be subject to modification as set forth in
Section 5.
Site Name: Lampson and 405 Fwy
Bunk: 845383
"Tenant's Notice Address" means New Cingular Wireless PCS, LLC, Legal Department, Attn:
Network Legal, 208 S. Akard Street, Dallas, TX 75202 -4206, with a copy to: CCATT LLC, c/o Crown
Castle USA Inc., Attn: Legal Dept., 2000 Corporate Drive, Canonsburg, PA 15317 -8564, 1- 866 -482-
8890.
"Landlord's Notice Address" means City of Seal Beach, attn: City Clerk, 211 8th Street, Seal Beach,
California 90740; (562)431 -2527
"Landlord's Property" means the parcel of land located in the City of Seal Beach, County of Orange,
State of California, as shown on the Tax Map of said County as Tax Parcel Number 217 - 361 -01, being
further described in the instrument recorded in Orange County, a copy of said instrument being
attached hereto as Exhibit "A ".
"Non- Defaulting Party" means the party to this Agreement that has not defaulted as provided for
in Section 22 of this Agreement.
'Renewal Term" means a period of five (5) years commencing upon the expiration of the Initial
Term or prior Renewal Term, as the case may be.
"Rent" means the consideration payable by Tenant to Landlord in exchange for the Leased
Premises in the amount of Twenty Thousand Four Hundred and 00 /100 Dollars ($20,400.00) per
year. Commencing on the anniversary of the Commencement Date each year thereafter (the
"Adjustment Date'), the annual rent shall increase by an amount equal to three percent (3 %) of the
annual rent in effect for the year immediately preceding the Adjustment Date (Regular Rent
Escalation ").
2. Landlord's Cooperation. During the Lease Term, Landlord shall: (i) cooperate with Tenant in
its efforts to obtain all of the Approvals, including all appeals; and (ii) take no action that would
adversely affect the Leased Premises. Landlord acknowledges that Tenant's ability to use the Leased
Premises is contingent upon Tenant obtaining and maintaining the Approvals. Additionally,
Landlord grants to Tenant and its employees, representatives, agents, and consultants a limited
consent to prepare, execute, submit, file and present on behalf of Landlord building, permitting,
zoning or land -use applications with the appropriate local, state and /or federal agencies necessary
to obtain land use changes, special exceptions, zoning variances, conditional use permits, special use
permits, administrative permits, construction permits, operation permits and /or building permits
that are consistent with applicable law. Landlord understands that any such application and /or the
satisfaction of any requirements thereof may require Landlord's cooperation, which Landlord hereby
agrees to provide. Landlord shall not knowingly do or permit anything that will interfere with or
negate any Approvals pertaining to the Improvements or Leased Premises or cause them to be in
nonconformance with applicable local, state or federal laws. Landlord agrees to execute such
documents as may be necessary to obtain and thereafter maintain the Approvals, and agrees to be
named as the applicant for said Approvals.
3. Lease Term. Effective as of the Commencement Date, Landlord leases the Leased Premises to
Tenant for the Initial Term. The term of this Agreement shall automatically be extended for five (5)
successive Renewal Terms, unless this Agreement is terminated pursuant to the provisions set forth
herein.
4. Rent. Beginning on the Commencement Date, and continuing thereafter Tenant shall pay Rent
for the Leased Premises in installments as specified herein, on the first business day of the calendar
month in which the Rent is due.
Site Name: Lampson and 405 Fny
BUM: 845383 2
S. Easements. Conditioned upon and subject to commencement of the Lease Term, Landlord grants
the following non exclusive easements over, under and upon Landlord's Property to Tenant, Tenant's
employees, agents, contractors, sublessees, licensees and their employees, agents and contractors:
(i) an easement over such portions of Landlord's Property only to the extent reasonably necessary
for the construction, repair, maintenance, replacement, demolition and removal of the facility to be
located upon Leased Premises; (ii) an easement over such portion of Landlord's Property only to the
extent reasonably necessary to obtain or comply with any Approvals; (iii) a thirty foot (30') wide
easement in the location shown in Exhibit "B ", for construction, use, maintenance and repair of an
access road for ingress and egress seven (7) days per week, twenty -four (24) hours per day, for
pedestrians and all types of motor vehicles, to extend from the nearest public right -of -way to the
Leased Premises; and (iv) a utility easement (the "Utility Easement ") in the location shown in Exhibit
"B ", for the installation, repair, replacement and maintenance of utility wires, poles, cables, conduits
and pipes, provided that in the event that any public utility is unable or unwilling to use the Utility
Easement in the location shown in Exhibit "B ", at the sole option of Tenant, Landlord shall grant an
alternate easement either to Tenant or directly to the public utility at no cost and in a location
acceptable to Tenant and the public utility (collectively, the "Easements "). TO HAVE AND TO HOLD
the Easements for the purposes provided during the Lease Term and thereafter for a reasonable
period of time for Tenant to remove its improvements.
6. Right to Terminate. Tenant shall have the right to terminate this Agreement, at any time,
without cause, by providing Landlord with one hundred eighty (180) days' prior written notice.
Upon such termination, this Agreement shall become null and void and neither party shall have any
further rights or duties hereunder, except that any monies owed by either party to the other up to
the date of termination shall be paid when due or within thirty (30) days of the termination date
whichever is earlier. Landlord shall have the right to terminate this Agreement upon any uncured
default by Tenant as provided herein. Within ninety (90) days following any such termination, Tenant
shall completely remove all of the Improvements from the Leased Premises and the Easements at its
own cost to a depth of three feet (3'), excluding conduits and footings, ordinary wear and tear
excepted. If Tenant fails to completely remove the Improvements within such time, Landlord may
remove the Improvements without additional notice to Tenant and use all available remedies at law
and equity to recover its cost of removal from Tenant.
7. Termination Fee. If at any time during the Lease Term: (i) Tenant exercises any of Tenant's
rights to terminate this Agreement; or (ii) Tenant elects not to renew this Agreement, Tenant shall
pay a termination fee ( "Termination Fee ") equal to the amount of rent that Tenant would have owed
to Landlord under this Agreement between the date of such early termination or election not to
renew, as the case may be, and the following twelve (12) months. The Termination Fee will be due
and payable in the same manner and on the same dates as Rent set forth in this Agreement.
Notwithstanding the foregoing, Tenant will be released from any and all of its obligations under this
Agreement as of the effective date of such termination and shall not be required to pay the
Termination Fee if Tenant terminates this Agreement due to a Landlord default.
8. Use of Property. The Leased Premises and the Easements shall be used by Tenant for the
purpose of: (i) constructing, maintaining and operating the Improvements; and (ii) temporary uses
incidental thereto, including without limitation, testing of any kind by Tenant, its customers, or
invitees. Tenant may place a security fence around the perimeter of the Leased Premises. All
Improvements shall be constructed at Tenant's sole expense. Tenant will maintain the Leased
Premises in a safe condition. It is the intent of the parties that Tenant's wireless communications
facility shall not constitute a fixture.
Site Name: Lampson and 405 Fwy
BUN#: 845383
9. Removal of Obstructions. Tenant has the right to remove obstructions from Landlord's
Property, including but not limited to vegetation, which may encroach upon, interfere with or present
a hazard to Tenant's use of the Leased Premises or the Easements. Tenant shall dispose of any
materials removed.
10. Hazardous Materials.
(A) Tenant's Obligation and Indemnity. Tenant shall not (either with or without negligence)
cause or permit the escape, disposal or release of any Hazardous Materials on or from the Leased
Premises in any manner prohibited by law. Tenant shall indemnify and hold Landlord harmless
from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including,
without limitation, any and all sums paid for settlement of claims, attorneys' fees, and
consultants' and experts' fees) from the release of any Hazardous Materials on the Leased
Premises if caused by Tenant or persons acting under Tenant.
(B) Landlord's Obligation and Indemnity. Landlord shall not (either with or without negligence)
cause or permit the escape, disposal or release of any Hazardous Materials on or from Landlord's
Property or Leased Premises in any manner prohibited by law. Landlord shall indemnify and
hold Tenant harmless from any and all claims, damages, fines, judgments, penalties, costs,
liabilities or losses (including, without limitation, any and all sums paid for settlement of claims,
attorneys' fees, and consultants' and experts' fees) from the presence or release of any Hazardous
Materials on Landlord's Property or Leased Premises unless caused by Tenant or persons acting
under Tenant.
11. Real Estate Taxes. Landlord shall pay all real estate taxes on Landlord's Property. Tenantagrees
to reimburse Landlord for any documented increase in real estate taxes levied against Landlord's
Property that are directly attributable to the Improvements constructed by Tenant on the Premises.
Tenant will not be responsible for any increases in real property taxes that are a result of
reassessment of the Landlord's Property due to any sale or transfer of ownership. Landlord agrees
to provide Tenant any documentation evidencing the increase and how such increase is attributable
to Tenant's use. Tenant reserves the right to challenge any such assessment, and Landlord agrees to
cooperate with Tenant in connection with any such challenge.
12. Insurance.
(A) Tenant shall not commence work under this Agreement until it has provided evidence
satisfactory to Landlord that Tenant has secured all insurance required under this Section.
Tenant shall furnish Landlord with original certificates of insurance and endorsements effecting
coverage required by this Agreement on forms satisfactory to Landlord. The certificates and
endorsements for each insurance policy shall be signed by a person authorized by that insurer to
bind coverage on its behalf. All certificates and endorsements shall be received and approved by
Landlord before work commences, which reasonable approval may not be withheld, conditioned
or delayed. Landlord reserves the right to review complete copies of all required insurance
policies, at any time, which will be made available at Tenant's place of business.
(B) Tenant shall, at its expense, procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of this Agreement. Insurance is to be placed with insurers with
a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and
reasonably satisfactory to Landlord. Coverage shall be at least as broad as the latest version of
the following: (i) General Liability: Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001); (ii) Automobile Liability: Insurance Services Office
Site Name: Lampson and 405 F«y
BUN#: 845383
Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by Landlord,
(iii) Professional Liability. Tenant shall maintain limits no less than: (i) General Liability:
$2,000,000 per occurrence for bodily injury, personal injury and property damage and if
Commercial General Liability Insurance or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this Agreement /location or the
general aggregate limit shall be twice the required occurrence limit; (ii) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (iii) Professional Liability:
$1,000,000 per claim /aggregate.
(C) The insurance policies shall contain the following provisions, or Tenant shall provide
endorsements on forms supplied or approved by Landlord to state: (i) coverage shall provide
that thirty (30) days prior written notice of cancellation by the insurer for any reason other than
non - payment of premium by mail will be given to the City; (ii) any failure of Tenant to comply
with reporting or other provisions of the policies, including breaches of warranties, shall not
affect coverage provided to Landlord, its directors, officials, officers; (iii) coverage shall be
primary insurance as respects Landlord, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Tenant's scheduled
underlying coverage and that any insurance or self- insurance maintained by Landlord, its
directors, officials, officers, employees, agents and volunteers shall be excess of Tenant's
insurance and shall not be called upon to contribute with it; (iv) for general liability insurance,
that Landlord, its directors, officials, officers, employees, agents and volunteers shall be covered
as additional insureds with respect to the services or operations performed by or on behalf of
Tenant, including materials, parts or equipment furnished in connection with such work; and (v)
for automobile liability, that Landlord, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Tenant
or for which Tenant is responsible.
(D) All insurance required by this Section shall contain standard separation of insureds
provisions.
(E) Any deductibles or self- insured retentions shall be declared to Landlord
13. Waiver of Claims and Rights of Subrogation. The parties hereby waive any and all rights of
action for negligence against the other on account of damage to the Improvements, Landlord's
Property or to the Leased Premises resulting from any fire or other casualty of the kind covered by
property insurance policies with extended coverage, regardless of whether or not, or in what amount,
such insurance is carried by the parties. All policies of property insurance carried by either party for
the Improvements, Landlord's Property or the Leased Premises shall include a clause or
endorsement denying to the insurer rights byway of subrogation againstthe other party to the extent
rights have been waived by the insured before the occurrence of injury or loss.
14. Eminent Domain. If Landlord receives notice of a proposed taking by eminent domain of any
part of the Leased Premises or the Easements, Landlord will notify Tenant of the proposed taking
within five (5) days of receiving said notice and Tenant will have the option to: (i) declare this
Agreement null and void and thereafter neither party will have any liability or obligation hereunder;
or (ii) remain in possession of that portion of the Leased Premises and Easements that will not be
taken, in which event there shall be an equitable adjustment in rent on account of the portion of the
Leased Premises and Easements so taken. With either option Tenant shall have the right to contest
the taking and directly pursue an award.
Site Name: Lampson and 405 Fny
13UN #: 845383 5
15. Sale of Property. If Landlord sells all or part of Landlord's Property, of which the Leased
Premises is a part then such sale shall be under and subject to this Agreement.
16. Surrender of Property. Upon expiration or termination of this Agreement, Tenant shall, within
a reasonable time, remove all Improvements to a depth of three feet (3'), excluding conduits and
footings, and restore the Leased Premises as nearly as reasonably possible to its original condition,
ordinary wear and tear excepted, without, however, to alter the then existing grading.
17. Hold Harmless. Each party shall indemnify and defend the other party against, and hold the
other party harmless from, any claim of liability or loss from personal injury or property damage
arising from the use and occupancy of the Leased Premises or Landlord's Property by such
indemnifying party, its employees, contractors, servants or agents, except to the extent such claims
are caused by the intentional misconduct or negligent acts or omissions of the other party, its
employees, contractors, servants or agents.
18. Landlord's Covenant of Title. Landlord covenants that Landlord holds good and marketable fee
simple title to Landlord's Property and the Leased Premises and has full authority to enter into and
execute this Agreement. Landlord further covenants that there are no encumbrances or other
impediments of title that might interfere with or be adverse to Tenant.
19. Interference with Tenant's Business. Tenant shall have the exclusive right to construct, install
and operate wireless communications facilities that emit radio frequencies on Landlord's Property.
Landlord agrees that it will not permit the construction, installation or operation on Landlord's
Property of (i) any additional wireless communications facilities or (ii) any equipment or device that
interferes with Tenant's use of the Leased Premises for a wireless communications facility. Each
covenant made by Landlord in this Section is a covenant running with the land for the benefit of the
Leased Premises.
20. Quiet Enjoyment. Landlord covenants that Tenant, on paying Rent and performing the
covenants of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Premises
and Easements.
21. Mortgages. This Agreement, Tenant's leasehold interest and the Easements shall be subordinate
to any mortgage given by Landlord which currently encumbers the Leased Premises, provided that
any mortgagee shall recognize the validity of this Agreement in the event of foreclosure. In the event
that the Leased Premises is or shall be encumbered by such a mortgage, Landlord shall obtain and
furnish to Tenant a non - disturbance agreement for each such mortgage, in recordable form. If
Landlord fails to provide any non- disturbance agreement Tenant may withhold and accrue, without
interest, the Rent until such time as Tenant receives all such documentation.
22. Default.
(A) Notice of Default: Cure Period. In the event that there is a default by Landlord or Tenant (the
"Defaulting Party") with respect to any of the provisions of this Agreement or Landlord's or
Tenant's obligations under this Agreement, the other party (the "Non- Defaulting Party") shall
give the Defaulting Party written notice of such default. After receipt of such written notice, the
Defaulting Party shall have thirty (30) days in which to cure any monetary default and sixty (60)
days in which to cure any non - monetary default. The Defaulting Party shall have such extended
periods as may be required beyond the sixty (60) day cure period to cure any non - monetary
default if the nature of the cure is such that it reasonably requires more than sixty (60) days to
cure, and the Defaulting Party commences the cure within the sixty (60) day period and
Site Name: Lampson and 405 Fwy
BUN #: 845383 6
thereafter continuously and diligently pursues the cure to completion. The Non - Defaulting Party
may not maintain any action or effect any remedies for default against the Defaulting Party unless
and until the Defaulting Party has failed to cure the same within the time periods provided in this
Section.
(R) Consequences of Tenant's Default Landlord acknowledges that under the terms of this
Agreement, Tenant has the right to terminate this Agreement at any time upon one hundred
eighty (180) days' notice. Accordingly, in the event that Landlord maintains any action or effects
any remedies for default against Tenant, resulting in Tenant's dispossession or removal: (i) the
Rent shall be paid up to the date of such dispossession or removal; and (ii) Landlord shall be
entitled to recover from Tenant, in lieu of any other damages, as liquidated, final damages, a sum
equal to six months Rent. In no event shall Tenant be liable to Landlord for consequential,
indirect, speculative or punitive damages in connection with or arising out of any default.
(C) Consequences of Landlord's Default In the event that Landlord is in default beyond the
applicable periods set forth above, Tenant may, at its option, upon written notice: (i) terminate
this Agreement, vacate the Leased Premises and be relieved from all further obligations under
this Agreement; (ii) perform the obligation(s) of Landlord specified in such notice, in which case
any expenditures reasonably made by Tenant in so doing shall be deemed paid for the account of
Landlord and Landlord agrees to reimburse Tenant far said expenditures upon demand; (iii) take
any actions that are consistent with Tenant's rights; or (iv) sue for injunctive relief, and /or sue
for specific performance, and /or sue for damages, and /or set -off from Rent any amount
reasonably expended by Tenant as a result of such default.
23. Limitation on Damages. In no event shall Tenant be liable to Landlord for consequential,
indirect, speculative or punitive damages in connection with or arising from this Agreement, or the
use of the Leased Premises and /or Easements.
24. Landlord's Waiver. Landlord hereby waives and releases any and all liens, whether statutory
or under common law, with respect to any of Tenant's personal property now or hereafter located
on the Leased Premises.
25. Applicable Law. This Agreement and the performance thereof shall be governed, interpreted,
construed and regulated by the laws of the State of California. The parties agree that the venue for
any litigation regarding this Agreement shall be in Orange County, California.
26. Assignment, Sublease. Licensing and Encumbrance. Tenant has the right, at its sole
discretion, to assign its interest in this Agreement and to sublease or license use of the Leased
Premises, Easements and Improvements for uses that are substantially similar to Landlord's
telecommunications purposes. Assignment of this Agreement by Tenant shall be effective upon
Tenant sending written notice to Landlord and shall relieve Tenant from any further liability or
obligation. Tenant has the further right to pledge or encumber its interest in this Agreement. Upon
request to Landlord from any leasehold mortgagee, Landlord agrees to give the holder of such
leasehold mortgage written notice of any default by Tenant and an opportunity to cure any such
default within fifteen (15) days after such notice with respect to monetary defaults and within a
commercially reasonable period of time after such notice with respect to any non - monetary default.
Site Name: Lampson and 405 Fwy
BUN #: 845383
27. Revenue Share: In addition to the Rent currently paid by Tenant to Landlord pursuant to this
Agreement, as further consideration for the right to exclusively use and lease the Leased Premises, if,
after full execution of this Agreement, Tenant subleases, licenses or grants a similar right of use or
occupancy in the Leased Premises to an unaffiliated third party not already a subtenant on the Leased
Premises (each a "Future Subtenant "), Tenant agrees to pay to Landlord twenty percent (20 %) of the
rental, license or similar payments actually received by Tenant from such Future Subtenant
(excluding any reimbursement of taxes, construction costs, installation costs, revenue share
reimbursement or other expenses incurred by Tenant) (the "Additional Rent ") within thirty (30)
days after receipt of said payments by Tenant. Tenant shall have no obligation for payment to
Landlord of such share of rental, license or similar payments if not actually received by Tenant. Non-
payment of such rental, license or other similar payment by a Future Subtenant shall not be an event
of default under this Agreement. Tenant shall have sole discretion as to whether, and on what terms,
to sublease, license or otherwise allow occupancy of the Leased Premises and there shall be no
express or implied obligation for Tenant to do so. Landlord acknowledges that Landlord shall have
no recourse against Tenant as a result of the failure of payment or other obligation by a Future
Subtenant. Notwithstanding anything in this paragraph to the contrary, the parties agree and
acknowledge that revenue derived from subtenants and any successors and /or assignees of such
subtenants who commenced use and /or sublease of the Leased Premises prior to execution of this
Agreement shall be expressly excluded from the Additional Rent and Landlord shall have no right to
receive any portion of such revenue, including AT &T.
28. Business Summary Report. Once per calendar year, Landlord may submit a written request to
Tenant for a business summary report pertaining to Tenant's rent obligations for the prior twelve
(12) month period, and Tenant shall provide such written accounting to Landlord within sixty (60)
days after Tenant's receipt of such written request.
29. Relocation. In the event that Landlord determines in good faith that the Leased Premises are
needed by Landlord for public purposes, Landlord shall have the one -time right to require the
relocation of the Improvements, or any part thereof, to an alternate ground location provided that:
(i) the relocation shall be performed exclusively by Tenant or its agents, at Landlord's sole cost and
expense, during the Relocation Period, as defined below; (ii) the relocation shall not result in any
interruption of the communications services provided by Tenant to its customers, including, but not
limited to, Tenant's continuous access, maintenance and operation of the Improvements, until such
time that all tenants, subtenants and sublicensees that have been permitted by this Agreement are
successfully relocated; and (iii) the relocation shall not impair, or in any manner alter, the quality of
communications services provided by Tenant to its customers on and from the Relocation Site as
defined below.
(A) Relocation Process. To exercise the relocation rights, Landlord shall provide written
notice to Tenant not less than twelve (12) months prior to the relocation date and shall propose
an alternate site to which Tenant may relocate the Improvements ( "Alternate Site Location').
Tenant shall have sixty (60) days from the date of the notice to evaluate the Alternate Site
Location, including, but not limited to, conducting tests to determine the technological feasibility
of the Alternate Site Location and obtaining written approval of all wireless telecommunications
providers on the Leased Premises that have been permitted by this Agreement. If Tenant fails to
approve the Alternate Site Location in writing within said sixty (60) day period, Tenant will be
deemed to have not approved such Alternate Site Location. If Tenant does not approve such
Alternate Site Location, Landlord may then propose another Alternate Site Location by providing
notice to Tenant in the manner set forth above. Upon T'enant's approval of any proposed
Alternate Site Location, both parties will enter into a written agreement concerning the
Site Name: Lampson and 405 Pay
BUN#: 845383
relocation of the Improvements ( "Relocation Agreement ") to the Alternate Site Location
( "Relocation Site "). Landlord shall undertake reasonable efforts to provide an Alternate Site
Location acceptable to Tenant. If no Alternate Site Location is available or if Tenant does not
approve an Alternate Site Location, Landlord may, upon twelve (12) months' written notice,
terminate this Agreement in accordance with the notice requirements set forth in this Agreement.
(B) No Additional Terms. Upon relocation of the Improvements, all references to the Leased
Premises in this Agreement shall be deemed to refer to the Relocation Site (including any access
and utility easements). The Relocation Site shall be surveyed by a licensed surveyor at the sole
cost of Tenant, in which event such survey shall replace and supersede the description of the
Leased Premises under this Agreement. Unless otherwise provided in the Relocation Agreement
orany otherwritten agreement of the parties, the relocation of the Improvements shall notaffect,
alter, modify or otherwise change any of the terms and conditions of this Agreement.
(C) Relocation Period. The "Relocation Period" shall mean that period of time commencing
on the date Tenant has received all required permits and approvals for the Relocation Site and
ending ninety (90) days thereafter. The relocation of the Improvements to the Relocation Site
shall be substantially completed within the Relocation Period, to the extent reasonable feasible.
The then - current Rent shall be reduced by fifty percent (50 %) during the Relocation Period.
30. Deletion of Prior Agreement. Landlord and Tenant are the ultimate successors in interest to
the Easement Agreement dated September 20, 1996, by and between Landlord predecessor in
interest, Bixby Ranch Company, and Tenant's predecessor in interest, Los Angeles Cellular Telephone
Company (the "Original Agreement "). Landlord and Tenant agree that the Original Agreement is
hereby amended by deleting it in its entirety and restating the Original Agreement as provided for in
this Agreement.
31. Conditional Signing Bonus. Tenant will pay to Landlord a one -time amount of Ninety Thousand
and 00 /100 Dollars ($90,000.00) for the full execution of this Agreement ( "Conditional Signing
Bonus "). Tenant will pay to Landlord the Conditional Signing Bonus within sixty (60) days of full
execution of this Agreement. In the event that this Agreement (and any applicable memorandum) is
not fully executed by both Landlord and Tenant for any reason, Tenant shall have no obligation to
pay the Conditional Signing Bonus to Landlord.
32. Miscellaneous.
(A) Recording. Tenant shall have the right to record a memorandum of this Agreement in a form
acceptable to Tenant and approved in writing in advance by Landlord's City Attorney, with the
appropriate recording officer. Landlord shall execute and deliver such a memorandum, for no
additional consideration, promptly upon Tenant's request.
(B) Entire Agreement. Landlord and Tenant agree that this Agreement contains all of the
agreements, promises and understandings between Landlord and Tenant. No oral agreements,
promises or understandings shall be binding upon either Landlord or Tenant in any dispute,
controversy or proceeding at law. Any addition, variation or modification to this Agreement shall
be void and ineffective unless made in writing and signed by the parties hereto.
(C) Captions. The captions preceding the Sections of this Agreement are intended only for
convenience of reference and in no way define, limit or describe the scope of this Agreement or
the intent of any provision hereof.
Site Name: lampson and 405 Fwy
BUN#: 845383
(D) Construction of Document. Landlord and Tenant acknowledge that this document shall not
be construed in favor of or against the drafter by virtue of said party being the drafter and that
this Agreement shall not be construed as a binding offer until signed by Tenant.
(E) Notices. All notices hereunder shall be in writing and shall be given by: (i) established
national courier service which maintains delivery records; (ii) hand delivery; or (iii) certified or
registered mail, postage prepaid, return receipt requested. Notices are effective upon receipt, or
upon attempted delivery if delivery is refused or if delivery is impossible because of failure to
provide reasonable means for accomplishing delivery. The notices shall be sent to Landlord at
Landlord's Notice Address and to Tenant at Tenant's Notice Address.
(F) Partial Invalidity. If any term of this Agreement is found to be void or invalid, then such
invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force
and effect.
(G) IRS Form W -9. Landlord agrees to provide Tenant with a completed IRS Form W -9, or its
equivalent, upon execution of this Agreement and at such other times as may be reasonably
requested by Tenant. In the event Landlord's Property is transferred, the succeeding landlord
shall have a duty at the time of such transfer to provide Tenant with a Change of Ownership Form
as provided for by Tenant, a completed IRS Form W -9, or its equivalent, and other related paper
work to effect a transfer in Rent to the new landlord. Landlord's failure to provide the IRS Form
W -9 within thirty (30) days after Tenant's request shall be considered a default and Tenant may
take any reasonable action necessary to comply with IRS regulations including, but not limited
to, withholding applicable taxes from Rent payments.
[Execution Page Follows]
Site Name: Lampson and 405 Fwy
BUNS: 845383 10
IN WITNESS WHEREOF, Landlord and Tenant having read the foregoing and intending to be legally bound
hereby, have executed this Agreement as of the day and year this Agreement is fully executed.
Witness
I
Witness
Site Name: Lampson and 405 Fwy
Bun #: 845383
LANDLORD:
CITY OF SEAL BEACH,
a municipal corporation under the laws of the State of
California
By:
Print Name:
Print Title:
Date:
TENANT:
NEW CINGULAR WIRELESS PCS, LLC,
a Delaware limited liability company
By: CCATT LLC,
a Delaware limited liability company
Its: Attorney In Fact
By:
Print Name: Lisa A. Seth WICk
Print Title: manager
Date:
3 -)�-
EXHIBIT "A"
Landlord's Property
A PARCEL OF LAND LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, WITH A SITUS
ADDRESS OF 3505 ASTER STREET, SEAL BEACH, CA 90740 CURRENTLY OWNED BY CITY OF SEAL
BEACH HAVING A TAX ASSESSOR NUMBER OF 217 - 361 -01 AND BEING THE SAME PROPERTY MORE
FULLY DESCRIBED AS SEC 31 T 4 R 11 STRIP OF LAND IN S1 /2 AND STRIP OF LAND IN S1 /2 SEC 32
T4R11.
Site Name: Lampson and 405 Fwy
Bung 845383
EXHIBIT "B"
Leased Premises and Easements
A PORTION OF THE SOUTHWEST 1/4 OF SECTION 32, TOGETHER WITH A PORTION OF THE
SOUTHEAST 1/4 OF SECTION 31, BOTH OF TOWNSHIP 4 SOUTH, RANGE 11 WEST, SAN
BERNARDINO MERIDIAN, IN THE CITY OF SEAL BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA.
Site Name: Lampson and 405 F%vy Exhibit `B
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Site Name: Lampson and 405 Fay Exhibit "B°
Bun #:845383
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DATE OF TOPO~hjCA. S,,VEy.. A,W 14, 1596
DATE' CF AS -BUILT SUR1�'Y. ,r,)T� 10. Ifl87
BASS OF BEARINGS
ME CENIERLISE O ASTER STREET BEING N pOl:'S6' E
PER TRACT No. 6177. A M. 446 / 14-16.
RECORDS Or ORANGE COUNTY.
BENCH NARK
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SAN OiE00 FREEWAY: SET W THE EAST ENO GF ME NORM
ABUTMENT OF BRIDC6 NO. 55 365 197 2 FT. SOUTH OF ME
NORM END OF THE BRIOZ.E AND ABOUT I FT. ASOIE THE
ROADWAY.
EUW- 40.755 FEET INAI!lPw i. xc .vr .n..
NEW
CEU. SFrE NO. 710,2
3505 LS7u ST,
$PAL MUCB, Cd
PREP
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Talephona Company
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ANTENNA
DATE OF TOPO~hjCA. S,,VEy.. A,W 14, 1596
DATE' CF AS -BUILT SUR1�'Y. ,r,)T� 10. Ifl87
BASS OF BEARINGS
ME CENIERLISE O ASTER STREET BEING N pOl:'S6' E
PER TRACT No. 6177. A M. 446 / 14-16.
RECORDS Or ORANGE COUNTY.
BENCH NARK
O.C.S. B.M.I 1A- 126 -74
1.1 Ula NORTHERLY ALCNG SEAL BEACH SLID. FROM RS
INTT CnDN WTN NESTMANSTER AY TO A BRIDGE OIER
SAN OiE00 FREEWAY: SET W THE EAST ENO GF ME NORM
ABUTMENT OF BRIDC6 NO. 55 365 197 2 FT. SOUTH OF ME
NORM END OF THE BRIOZ.E AND ABOUT I FT. ASOIE THE
ROADWAY.
EUW- 40.755 FEET INAI!lPw i. xc .vr .n..
NEW
CEU. SFrE NO. 710,2
3505 LS7u ST,
$PAL MUCB, Cd
PREP
A ARED FOR:
L..
CELLULAR
Los Angeles Cellular
Talephona Company
ITr55 Cc,Iw Court Drive North
IN
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17962 SKY PARK CIRCLE
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IRME. CA 92614
(714) 250 -0272
Site Name: Lampson and 405 Rry Exhibit B"
Bunts: 845383
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Site Name: Lampson and 405 P1w Exhibit "B°
Bun #:845383
EAST ELEVATION
SCALE: t" L 10'
NEW CONSTRUCTION
ARM FM
PREPARED BY:
SHEET
AS BUILT
CELL. $rrE NO. 910.2
L_A
CELLULAR
M. PETYO & ASSOC.. INC.
3
Loa Angeles Cellular
17082 SKY PARK CIRCLE
OF 3 SMEEM
3303 AhTKS ST.
Telephona Company
SURE a
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S3d1. 8814$, CA
17783 Center Corr. Drive North
!ANNE. CA 02614
Ccrntoe. CA 90701 -4574
(714) 230 -0272
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Site Name: Lampson and 405 P1w Exhibit "B°
Bun #:845383
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COORDINATES. IQ�k -'1B
nT
LATITUDE: 34'17'10' N.
LONGITUDE 118'25'31' W.
v0!<O ?CLE
PER SAN FERNANDO tt�t •OP
OUADRANGLE MAP 1111 845E `�A�`
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DATE OF' SURVEY: FEBRUARY 3. 1G44
BASIS OF BEARING&
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N 48 "4905' E PER R.S.' 125/40,
REOOROS OF LOS ANGELES COUNTY.
BE11 YARK: No. 07-0602
L & T NW CURB ARROYO AYE, 12.2 FT. SW /O BCR
SW /O OLENOA BLVD.
E - 1111.012 (11180)
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Site Name: Lampson and 405 FVw Exhibit "B"
Bun #: 845383
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Site Name: Lampson and 405 Fwy Exhibit "B-'
Bun4:845383
ANTENNA
DETAIL
SCALE 1' � 4'
1AS BUILT SUR
PREPARED FM
PREPARED BY:
SHEET
L.A.
CELLUTAR
M. PETYO & ASSOC.,
INC.
2
C6II. SITE NO -50i2
Low Angeles Cellular
F798_^ SKY PAW fRtCI.E
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CCr itna. CA smn: _ 111
lRNRE, CA 92714
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Site Name: Lampson and 405 Fwy Exhibit "B-'
Bun4:845383
Site Name: Lampson and 405 Fwy Exhibit "B"
Bun#:845383
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SOUTHWEST ELEVATION
SCALE-- 1- . 10'
AS BUILT SURVE�
JPREPARED Fo":
L.A.
CELLULAR
1'ov Angel" cellule
Telephone Comp&ny
P�^RrD
By.
_
SKY PARK ORCLE
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SHEET
3 SNEERS
CRIL S NO. 564.2
751 AM)rQ AM-Us
1T +85 Center Court Dr, !orth
IRVtt*L CA 02714
3701-4--14
(71A) 250-�72
Site Name: Lampson and 405 Fwy Exhibit "B"
Bun#:845383
WHEN RECORDED RETURN TO:
Prepared by:
Parker Legal Group, PC
600 West Broadway, Suite 700
San Diego, CA 92101
above this line for Recorder's Use
A.P.N. 217-361-01
MEMORANDUM OF
AMENDED AND RESTATED SITE LEASE AGREEMENT
This Memorandum of Amended and Restated Site Lease Agreement is made effective this
day of 2017 by and between the CITY OF SEAL BEACH, a municipal
corporation under the laws of the State of California ( "Landlord ") and NEW CINGULAR
WIRELESS PCS, LLC, a Delaware limited liability company, by and through CCATT LLC, a
Delaware limited liability company, its attorney in fact (collectively referred to as "Tenant ").
Landlord and Tenant are the ultimate successors in interest to a certain Easement
Agreement dated September 20, 1996, by and between Landlord predecessor in interest, Bixby
Ranch Company, and Tenant's predecessor in interest, Los Angeles Cellular Telephone Company
(the "Original Agreement ")
Documentary Transfer Tax $
_ Computed on full value of property
Computed on full value less liens and
encumbrances remaining at time of sale
Computed on full value of lease surpassing the
35 -year term limit
Computed on leased area of the property
Signature of Declarant or agent — Firm Name
Site Name. Lampson and 405 my 1
Business Unit d: 845383
2. Landlord and Tenant have entered into an Amended and Restated Site Lease
Agreement dated 2017 (the "Agreement ") whereby Tenant leased
certain real property, together with access and utility easements, located in Orange County,
California from Landlord (the "Leased Premises"), all located within certain real property owned
by Landlord (the "Landlord's Property "). The Landlord's Property, of which the Leased Premises
is a part, is more particularly described in Exhibit "A" attached hereto.
3. By the Agreement, Landlord and Tenant amended the Original Agreement by
deleting it in its entirety and restating the Original Agreement as provided for in the Agreement.
4. The Leased Premises may be used for the purpose of constructing, maintaining and
operating a communications facility, including tower structures, equipment shelters, cabinets,
meter boards, utilities, antennas, equipment, any related improvements and structures and uses
incidental thereto.
5. The initial term of the Agreement shall commence on , 2017 and
expire on , 2022 (the "Initial Term "), with the right of Tenant to extend the
Agreement for five (5) additional renewal tenns of five (5) years each, with the final extension
expiring on 2047.
6. In the event of any inconsistency between this Memorandum and the Agreement,
the Agreement shall control.
7. The terms, covenants and provisions of the Agreement shall extend to and be
binding upon the respective executors, administrators, heirs, successors and assigns of Landlord
and Tenant.
8. This Memorandum does not contain the social security number of any person.
9. A copy of the Agreement is on file with Landlord and Tenant..
[Execution Pages Follow]
Site Name: I.ampson and 405 R y 2
Business Unit 9 : 845383
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Landlord and Tenant
have caused this Memorandum to be duly executed on the day and year first written above.
LANDLORD:
CITY OF SEAL BEACH,
a municipal corporation under the laws of the
State of California
By:
Print Name:
Title:
[Acknowledgment Appears on Following Page]
Site Name: Lampson and 405 Fuy
Business Unit q: 845383
CALIFORNIA 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 CALIFORNIA )
ss.
COUNTY OF )
On _
Public,
before me,
Notary
personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
(Seal)
[Tenant Execution Page Follows]
Site Name: Lampson and 405 Fwy 4
Business Unit 9 : 845383
TENANT:
NEW CINGULAR WIRELESS PCS, LLC,
a Delaware limited liability company
By: CCATT LLC,
a Delaware limited liability company
Its: Attorney In Fact
C :.
Print Name: Lisa A.-Sedgwick
Title: RFT 11_x_
[Acknowledgment Appears on Following Page]
Site Name: Lampson and 405 Fwy
Business Unit #: 845383
State of Texas
Countyof kG -rvt5
t`
Before me, a Nota Public, on this day personally appeared
U'WA 1 t,ucr mcv- - of CCATT LLC, a
Delaware limited liability company, as Attorney in Fact for NEW CINGULAR WIRELESS
PCS, LLC, known to me (or proved to me on the oath of or through driver's
license, state id card, resident id card, military id card, or passport) to be the person whose name
is subscribed to the foregoing instrument and acknowledged to me that she /he executed the same
for the purposes and consideration therein expressed.
Given under my hand and seal of office this 16
(Personalized Seal)
KELSER RONNETTE MCMILLER
�' ....
NotOtV Public, stole of iexos
0 !g` Comm. Expires 03 -25 -2018
goiyo�•'��'e Notary ID 128219417
Site Name: Lampson and 405 F,ry
Business Unit d: 845383
day of Mir' 12017.
;i
Notary Public's Signature
EXHIBIT A
(Legal Description of Owner's Property)
A PARCEL OF LAND LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF
ORANGE, WITH A SITUS ADDRESS OF 3505 ASTER STREET, SEAL BEACH, CA 90740
CURRENTLY OWNED BY CITY OF SEAL BEACH HAVING A TAX ASSESSOR NUMBER
OF 217 - 361 -01 AND BEING THE SAME PROPERTY MORE FULLY DESCRIBED AS SEC
31 T 4 R 11 STRIP OF LAND IN S1 /2 AND STRIP OF LAND IN S I/2 SEC 32 T 4 R 11.
Site Name. Unipson and 405 Fuy
Business Unit #: 845383
Attachment "C"
Silc Nerve: CM067 City of Seal Beech