HomeMy WebLinkAboutAGMT - Cell Site 845383ENDED 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").
1. Definitions.
"Agr ement" means this Amended and Restated Site Lease Agreement
r val " 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 _Pa means the party to this Agreement thathas defaulted as provided for in Section
22 of this Agreement
"Easements" and "ffIWi3 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; Civ) 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 Premisp,5 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 S.
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"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 coov 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, arm: City Clerk 211 8'n 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 Earti' means the party to this Agreement that has not defaulted as provided for
in Section 22 of this Agreement.
"Renewal wad Tenn" means a period of five (5) years commencing upon the expiration of the Initial
Term or prior Renewal Term, as the case may be.
"13effi" 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.
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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 Pee. 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 Prooertv. The Leased Premises and the Easements shall be used by Tenant for the
purpose of (i) constructing, maintaining and operating the Improvements; and (it) 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.
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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. H ardot!Mateals.
(A) Tenant's Obl'eation 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 agrees
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
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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
thatthirty (30) days prior written notice of cancellation by the insurer for any reason otherthan
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 Rjghts of Suhromtion. 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 (S) 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.
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15. Sale of Proper. 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 ofTiUg. 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 Bu in cc• 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 Eniovment 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. Morteaees. 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, ure 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
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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) Consequericcs of T nan' 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) Conseautilim of Landlord's D fa It 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; (it) 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. L jMJJjltion on 2amaees. 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. Aonlicahle 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. Assfvum nt . Suhlease. 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.
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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 th ird party not already subtenant on the Leased
Premises (each a "Future Subtenant "), Tenant agrees to pay to Landlord twenty percent (2O%) 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 RenorL 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 Tenant's approval of any proposed
Alternate Site Location, both parties will enter into a written agreement concerning the
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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 Agreementin 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 . 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 Agreemen Landlord and Tenant agree that this Agreement contains all of the
agreements, promises and understandings between Landlord and Tenam. 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: L=ps n end 405 Fw
BUN #: 845393
0 0
(D) Construction 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 Fey
BUN #: 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.
LANDLORD:
CITY OF SEAL BEACH,
a municipal corporation under the laws of the State of
California
Witness
By:
Print Na
Print Title: Af` t
Date: 1�91
10MA211F
NEW CINGULAR WIRELESS PCS, LLC,
a Delaware limited liability company
n By: LLC,
a Delaware limited liability company
Its: Attorney In Fact
Witness
By: (T✓
Print Name: Lisa A. Sedg ICI(
Print Title; RETManiKer
Date: 3 -1 V —1-1
Site Name: Lampoon and 405 Fw
Bunk: 845383 11
0 0
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 N.-me: Lampson and 405 Ferry
Bw #: 845383
0 0
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.
Sita Name: Lampsoa and 405 Fe Exhibit `B"
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Site Name: LamVson and 405 Fay Exhibit "B°
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Site Name: Lanapeon and 405 Fdy Exhibit `B-
RunN:845383
0 0
WHEN RECORDED RETURN TO:
Prepared by:
Parker Legal Group, PC
600 West Broadway, Suite 700
San Diego, CA 92101
Space above this Tine 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
lbtay of40 I ' 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 ").
1. 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 ofpropeny
_ Computed on full value less liens and
encumbrances remaining at time ofsale
Computed on fail value aflame surpassing the
35 -year term limit
Computed on leased area ofthe property
Signature of Declarant or agent — Firm Name
Site Name: lampson and 405 Fw 1
Business Unit N. 845383
0 0
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. Q(�,,�
5. The initial term of the Agreement shall commence on I`Y..I'tt, 2017 and
expire on 2022 (the "Initial Tenn "), 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 porl I q _, 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. UmWn and 405 F" 2
13.an. Unit M. 845383
0 0
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
l i sci ,��il /I. fl
u & t'
[Acknowledgment Appears on Following Page]
Site Name: la Wn and 405 F"
Business Unit 4 : 945383
0 0
CALIFORNIA ACKNOWLEDGMENT
A notary public or other officer completing this cent iicate 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 )
as.
COUNTY OF ® (-0P )
On V��bcfore me, ,Notary
Public,
IV--I-
Personally appeared ��1� NLJ'i�i/i'(�a )(`i� who
Proved to me on the basis of satisfactory evidence to be We person( whose names(%) is/a
subscribed to the within instrument and acknowledged to me that4m /sheklrey executed the same
in4tis/her/their authorized capacity(ies), and that byiris/her /their signatureN on the instrument
the person ft or the entity upon behalf of which the person%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 WgNC.O'M " LYNN p09Epi5
M. x2 ry Puck � n�13, 2018
AA141.1 TARY PUBLIC
(Seal)
[Tenant Execution Page Follows]
Site NamesI p. and 405 Fx
Business Unit 9 '. 845383
0 0
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: LIsqA.beCgW1Ck
Title: RFT Manager
[Acknowledgment Appears on Following Page]
Site Nave: la Wnand 405 Fx
Business Unit M: 845383
State of Texas
County of
Bef,qre me, ire fcer Kke , a No ublio, on this day personally appeared
} COI(- GYM 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 day of , 2017
(Personalized Seal) Notary Public's Signature
,,..'w, KFLSER RONNEi1E MCMnllE
NOtOFV 90U8C. StOte o1 leaps
gy;
J . Comm.ExpUeS03252018
ak ,a,p NOICBY ID 123219417
Site Name: Lampson and 405 Fw
Business Unit 4 : 845383
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 Sl /2 AND STRIP OF LAND IN Sl /2 SEC 32 T 4 R 11.
Site Name: I plan a d 405 F"
Bustnm Und k: 845383