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HomeMy WebLinkAboutAGMT - Cell Site 878999 (Tower Company One LLC Amendment No 1 to Amended and Restated Site Lease Agreement)AMENDMENT NO. 1 TO AMENDED AND RESTATED SITE LEASE AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SITE LEASE AGREEMENT (the "Amendment") is made effective this 25 day of August, 2023 ("Effective Date"), by and between CITY OF SEAL BEACH, a municipal corporation under the laws of the State of California, (hereinafter referred to as "Landlord") and STC ONE LLC, a Delaware limited liability company, registered in California as TOWER COMPANY ONE LLC, by and through its Attorney in Fact, GLOBAL SIGNAL ACQUISITIONS III LLC, a Delaware limited liability company (hereinafter referred to as "Tenant"). RECITALS WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Site Lease Agreement dated May 2, 2017, a memorandum of which was recorded in the official records of Orange County, California on May 31, 2017 as Instrument No. 2017000220866 (the "Original Agreement") whereby Tenant leases certain real property, together with access and utility easements, located in Orange County, California, from Landlord (the "Leased Premises"), in a location generally shown on Exhibit "A" attached hereto, all located within certain real property owned by Landlord ("Landlord's Property"), more fully described on Exhibit "A" attached to the Original Agreement; and WHEREAS, Landlord and Tenant desire to amend the Original Agreement on the terms and conditions contained herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Landlord and Tenant agree as follows: 1. Recitals; Defined Terms. The parties acknowledge the accuracy of the foregoing recitals. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. 2. Amendment to Original Agreement. The depiction and description of the "Easements" and "Utility Easements" contained in Exhibit `B" of the Original Agreement shall be deleted and replaced by the access and utility easements contained in Exhibit "A" attached hereto and incorporated by reference herein. Landlord and Tenant agree that the location and square footage of the Leased Premises remains unchanged and in the location depicted on Exhibit "B" of the Original Agreement. 3. License to Install SecurityF. A. As a result of the 405 Freeway widening and resulting realignment of one or more routes of access to the Leased Premises, Tenant has requested, and Landlord hereby grants, a revocable license permitting installation, at Tenant's sole expense, of a security fence on Landlord's Property and around the Improvements pursuant to an encroachment permit issued by Landlord ("Security Fence"). The location and detailed dimensions of the Security Fence shall be strictly as set forth in Exhibit "A-1" attached hereto and incorporated by reference herein. Site Name: Seal BH2 Business Unit #: 878999 B. Except for installation and maintenance of the Security Fence or to access the Improvements, at no time will Tenant utilize or occupy any portion of Landlord's Property enclosed by the Security Fence ("Fenced Area"), that is not part of the Leased Premises as depicted in Exhibit `B" of the Original Agreement. At all times, Tenant shall maintain the Security Fence in safe and undamaged condition, in compliance with the design approved by Landlord pursuant to this Amendment, free of faded or chipped paint and/or graffiti, and without signage or other attachments of any kind not approved in advance in writing by Landlord, except to the extent required by applicable federal, state, or local laws and regulations. C. The interest granted to Tenant in this Section 3 is limited to a revocable license which Landlord may terminate upon not less than sixty (60) days prior written notice. Upon termination, Tenant shall promptly restore Landlord's Property to its original condition, reasonable wear and tear excepted. Notwithstanding any provision herein, Landlord shall be authorized to enter into the Fenced Area without prior notice in the event of an emergency as determined by Landlord, or to access Landlord's Property and facilities, upon not less than three (3) business days' prior telephonic notice to Tenant. D. Tenant's obligation to provide insurance for the protection of Landlord, and to indemnify Landlord and Landlord -related parties, as contained in the Original Agreement, shall apply in all respects to Tenant's installation, maintenance and operation of the Security Fence permitted herein. 4. Exhibit Replacement. Tenant reserves the right, at its discretion, to obtain a survey ("Survey") specifically describing the Leased Premises and/or any access and utility easements associated therewith. Following Landlord's review and approval, Tenant shall be permitted to attach the Survey as an exhibit to this Amendment and any related memorandum for recording, which shall update and replace the existing Exhibit `B" depiction and description, at any time prior to or after execution of this Amendment. 5. Recordation. At any time following execution of this Amendment by all parties hereto, Tenant, at its discretion and cost, shall have the right, at any time and for no additional consideration payable to Landlord, to record a memorandum of this Amendment acceptable to Landlord, which may include the Survey or other applicable exhibits ("Memorandum"). Landlord covenants and agrees to execute the Memorandum within thirty (30) days following Tenant's written request. The Memorandum is intended to provide record notice of the terms of this Amendment. 6. Counterparts. This Amendment may be executed in separate and multiple counterparts, each of which shall be deemed an original but all of which taken together shall be deemed to constitute one and the same instrument. 7. Remainder of Agreement Unaffected. In all other respects, the remainder of the Original Agreement shall remain in full force and effect. Any portion of the Original Agreement that is inconsistent with this Amendment is hereby amended to be consistent. [Execution pages follow] Site Name: Seal BH2' Business Unit #: 878999 IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment No. 1 to be duly executed on the day and year first written above. Approved as to Form: By. �. City Attorney, "ck Ghirelli Site Name: Seal B112 Business Unit #: 878999 LANDLORD: CITY OF SEAL BEACH, a municipal corporation under the laws of the State of California 7 By: Print Name: 6allru05 Print Title: �G inn C.�-�M k4ty14L!z r [Tenant Execution Page Follows] 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: Matthew Norwood Print Title: Sr. Mgr Ntl Frans Site Name: Seat BH2 Business Unit #: 878999 EXHIBIT "A" Drawings, Site Plan, and/or Survey of the Leased Premises IO'U) � ul Ual MIL o ti �1 Q � U 0 ' Q j QU Z W Wte�t i c� (ntl m CDCD W W G $ LC ytl co o Q �$ a I-U) co ro W co ' Egad ay u Iygy Z O O Q W $ c d 9d. gB f 1j j= n py HAH Q � � 0 yl � U[ r % ` . 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Fi� � �S yF Ey=4n5LG $:gy 7- YRPy§ Lg 7$ �2a �Yy� 11-M Fg pyx ggC 1 €G ggy C�°yFE u tJ Ya r3� M 3_ $ yaY 1-MIMM hA H.16 -3-211N 0. s9 V� sus IN NON r, K tl �$ppyCBr@ �tl6O�yg ��G ��i �qGq 1115 LAp3yc"y�1 `GP' ppp 0 .r�tat S�a� pp GGgy g."i�de C[6� iE^" �gLpf(C pp i qy4 F^_g .Y91 -: Fog 4p'={ in 5Es 1 Fc8 46 $ f 0 Via u��8 Site Name: Seal BH2 6 Business Unit #: 878999 EXHIBIT"A" �s a LEM- fiN S Ua 9eY d^ 8 r Site Name: Seal BH2 7 Business Unit #: 878999 EXHIBIT "A" zLU10 Om g Site Name: Seal BH2 Business Unit #: 878999 EXHIBIT "A" KU)] /r'` h e� ,§ | P | }| | § / § 7 � | | | | |1-1 RI I I /| §§ § ] /§ ) & ( §§| § !h§ k § \ LL .w. | \ | Site Name: Seal s2 9 Business ity:x8999 EXHIBIT "A" ga �` Z --a Oa 0 e ; gill Yga! ag P g `apo 344 9 t 6g } CD8 $1 41�1 i.M.1 $Y fL Ifi Ci iso y n E II- �p I Y3a ney $ .aa Is] g�7@e kyyyH 1 LE s E oil o0 4pbp� G ww'� e ; gill Yga! ag P g `apo 344 9 t 6g } CD8 $1 41�1 i.M.1 $Y fL Ifi Ci iso y n E II- �p I Y3a ney e ; gill Yga! ag P g `apo 344 9 � n $1 41�1 i.M.1 $Y fL Ifi Ci iso y n E II- �p I Y3a ney $ Is] g�7@e kyyyH LE s E I� i i. e ■ Y I¢ . � iso y n E II- �p I Y3a ney $ Is] g�7@e kyyyH ytlei e� Qi 1 1» Y` IliY� �I Q $4111 541 g Iq�qeIyy 3 Hill - YF P a kE pY 4! a P 0- H Yb- P� �� �Y tl4 1 s E Site Name: Seal BH2 lU Business Unit #: 878999 EXHIBIT "A" io Site Name: Seal BH2 lU Business Unit #: 878999 EXHIBIT "A" EXHIBIT "A -I" Security Fence Description and Location Diagram LOCATION IVIAP: 1-405 Improvement Project/APN: 095-02015; Seal Beach, CA—Crown Castle file 878999 Site Name: Seal BI -12 11 Business Unit #: 878999 a 0 0 ( Exhibit B Amended and Restated Site lease Agreement Executed May 2, 2017 0 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. "DefaultingParty" 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 (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 B112 '11� � � 1 Bun#: 878999 1 By: (hitialslVVvv,�i laruate�/ � %1�oeType_I_ BUN: �. Q,� LeaseNc "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, 2118th Street, Seal Beach, California 90740; (562)431-2527. "Landlord's Property" means the parcel of land located in the Cityof 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 understand's 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 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 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 BH2 BUN#: 878999 C N 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. JJazardous 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 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 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 Nam: Scal BH2 BUN#: 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 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. 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. Site Name: Seal BH2 BUN#: 878999 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. Defa 1 (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. Site Name: Seal BH2 BLJN#: 878999 (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 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 (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 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: Seal BH2 BUN#: 878999 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 Site Name: Seal BH2 Bung:878999 LANDLORD: CITY OF SEAL BEACH, a municipal corporation under the laws of the State of California By: Print Prim 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: '/� :::K X, Print Name: Lisa A. Sedgwick Print Title: RET Manager Date: 2) " 1(0' 1 ---t 11 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: Seal BH2 Bun#: 878999 N EXHIBIT "B" Leased Premises and Easements CJ 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 BH2 Exhibit `B" Bun#: 878999 0 a s p O -S sIR -�opO res t t �'rOs, AL 3� r it n ^yam = o _ I 00 W n N S to U CD r og p I W z ilf z mew Ln r J U n alci tem ` N\ ��U a a _j LO ool m w� =n roo �ar ZM OVX 4sWa �s� <LOL'5(, Ir S �o O lb d ll fax I o� �m 'J O 1� LL! t=L5 W 1 Fes. �§ � .L8'OSL M.Bt.SL.tON 7jm W J N i2 b z a � � AVON 210MIfl A7N3A�8 l/� Mh z H VO��N(HN NtO�N� S r a ¢ ¢ a o 3 b10, aL �\ n m � zaa Site Name: Seal BH2 Exhibit "B" Bun#:878999 R 1' t I . s f SECOND AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT FOR 3101 NORTH GATE ROAD between City of Seal Beach 211 Eighth Street Seal Beach, California 90740 STC One LLC a Delaware limited liability company This Second Amendment ("Second Amendment") is made and entered into as of August 9, 2010, by and between the CITY OF SEAL BEACH, a California charter city ("City") and STC One LLC, a Delaware limited liability company, by and through Global Signal Acquisitions III LLC, a Delaware limited liability company, its Attorney -in -Fact ("Lessee"). DdL...�_!._._cz �u� qo� l�Lto 4 RECITALS 1. The City owns certain real property located at 3101 North Gate Road (the "Site") in the City of Seal Beach. The City leases a portion of the Site to Cox California PCS, Inc. ("Cox") for certain communication facilities described in Exhibit A pursuant to a Lease Agreement dated June 17, 1996, and amended in 1996. Such amended agreement is hereinafter referred to as the "Lease Agreement." 2. Lessee is the successor -in -interest to Cox under the Lease Agreement. 3. The Parties mutually desire to amend the Lease Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AMENDMENT 1. On or before August 31, 2010, Lessee shall pay City a one-time administrative fee of $2,500.00, which sum shall not be counted as rent. No other provision of this Second Amendment shall go into effect unless and until such payment is made. 2. Attachment 2 to the Lease Agreement is hereby replaced in its entirety with the plans and drawings attached to this Second Amendment at Exhibit A. 3. The rent specified in Section 5 of the Lease Agreement shall be increased to Two Thousand Dollars ($2,000.00) per month upon the issuance of a local building permit for the installation of the additional equipment described in ,Exhibit A to this Second Amendment (the "Clearwire Project"). Future rent increases pursuant to Section 5 of the Lease agreement shall be based on the new rent amount established by this paragraph. 4. Neither Section 2 nor Section 3 of this Second Amendment shall have any effect 18 months after the date of the Parties' full execution of this Second Amendment unless Clearwire has by that date begun installation of the Clearwire Project. 5. All terms and provisions of the Lease Agreement, as previously amended, not amended by this Second Amendment shall continue in full force and effect. IN WITNESS WHEREOF, the Parties, through their respective authorized representatives, have executed this Second Amendment as of the date first written above. CITY OF SEAL BEACH By: �� David Carmany, City Manager Attest: A, By: inda Devine, City Clerk Approved as to Form - By: Quinn Barrow, City Attorney 2 LESSEE STC One LLC, a Delaware limited liability company By: Global Signal Acquisitions III LLC, a Delaware limited liability company, its Attorney in Fact By:'--�� &�d' Name: Zy-« ef Cr&er— Title: Date: STATE OF CALIFORNIA Onff� �2010,reme, SA - I Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, 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. ELSA N.W- _ . COMM. #1839469 NOTARY PUBLIC. CALIFORNIA RIVERSIDE COUNTY My Comm Expires !.larch 5.2013 Notary Pu EXHIBIT A CORAW M" AT"ZO OOCZ U F i! 0 r � r i Of .ii4�l��i€ i ill W '� 1i1.mtdM1J9k OR fit tit ' x a � t � 'B ft,F ..tit 9iriiEie tt9 re ! 4 a w ? mm a � a 3311 mill x1h fill sri Fs 1116 waw ,ivda Ah. sixi i 1, s a gl f IIIIp if { z i eDlb; } •�, r �9 8 r �. f;t fill, 6�! 9it 1t Z t tl 0 a �y 1 r 1 < 1 JLb Will - CL .) V31OW39 W32 1 ,w" �eifi t►{ iNWhMVWAR73ARCOtE `Cjr-4 VC00SONO IHM � EE��E• i6[4t4� oil bpi I C !y �e �l Ile, �� � :➢e9� .ifollBiSe AMR �jj �• Its f. 1, . a ! 1 11 g. as s ■ p r iE 11 � tt !: $ i �l��■ i, is 11 sg i Iy i 4 " 9 IN �Il �g ,I ! Rag la i flli'i ot �+fii�$!3�ls�@� i i Z i ,,.., w!E ill lrl4,44!1aI oOR0.E{ r. 1 : . a, ai sl .9r ■ ! a 1111111 6 Myl d ■ . • a i Er l �EE� ��ap` E°i yal�� iE•.�1 e!1 lil 1� �4�0` � E ��$la ��� �apa� ����� �t �j E ii qq f' J 1 g E i � Iii 4 �i •qf* " : jl !! f ! fe 1881 ;flit r+? : �� p R�� itatll, fat :il a4C sa`: 9 r it 'lilt to ��'l r�l>� :illi ftp .Is I I am BMW "oWMk-W3A3V OCCE 00 1 ��1[b£oo£�aQ dO r ➢� CH HONM A1113AN E 1 + Al Y N C � I �,,,j H31W9000iL�c �D�E�I� b'�i� � it i i z FEaunnm 7 �G511lillil! i a 21 q1"ill %olown'Was ' Y n � A I r t W. SI I E t i� rfiY � w o Fx W n a O � k � emi! "'• ; �711R10 HOf�fY1 A7!l3A38000L I. Lb CL 3 HE00couo-'do � oil ! ig noo Ll�l■EM . QQO©©p9 HIM COMMUNICATIONS SITE LEASE AGREEMENT This COMMUNICATIONS SITE LEASE AGREEMENT ("Agreement") is entered into this 17th day of June 1996, between COX CALIFORNIA PCS, INC., A DELAWARE CORPORATION ("Lessee") AND THE CITY OF SEAL BEACH, A MUNICIPAL CORPORATION("Lessor"). The parties hereto agree as follows: 1. Premises. Lessor owns the real property legally described in Attachment 1 commonly known as 2300 Beverly Manor Drive, Seal Beach, CA. Subject to the following terms and conditions, Lessor leases to Lessee that portion of Lessor's property ("Lessors Property") depicted in Attachment 2, including any applicable easements for access and utilities (the "Premises). 2. 11m. The Premises may be used by Lessee only for the placement of the specific facilities described herein which facilities may be used for any lawful activity in connection with the provisions of mobile/wireless communication services, including without limitation, the transmission and the reception of radio communication signals on various frequencies and the construction, maintenance and operation of related communication facilities. Lessor agrees, at no expense to the Lessor, to cooperate with Lessee, in malting application for and obtaining all licenses, permits and any and all other necessary approvals that may be required for Lessee's intended use of the Premises. 3. Conditions Precedent. This Lease is conditioned upon Lessee, or Lessee's assigns, obtaining all governmental permits and approvals enabling Lessee, or its assigns, to construct and operate mobile/wireless communications facilities on the Premises. 4. Igm. The tern of this Lease ("Term") shall be Five f51 years commencing with the date of issuance of a local building permit allowing Lessee to construct its mobile/wireless communications facilities on the Premises, or twelve (12) months after the date first -above written, whichever is earlier ("Commencement Date"). Lessee shall have the right to extend the Term of this Lease for Five (5) - five year options. The Renewal Term shall be on the same terms and conditions as set forth herein, and during each Renewal Term, the Rent shall be increased as set forth hereinbelow. This Lease shall automatically be extended for eachFiv, a f5) year Renewal Term unless Lessee notifies Lessor in writing of Lessee's intention not to extend this Lease at least thirty (30) days prior to the expiration of the first five year Term or the Renewal Term. 5. Bol• Upon the Commencement Date, Lessee shallpay Lessor, as rent, the sum of Twelve Hundred Dollars ($1,200.00)("Rent") per month. Rent shall be payable on the 1st day of each month, in advance, to Lessor's address specified in Paragraph 17, Miscellaneous. Rent shall be increased on each anniversary of the Commencement Date by an amount equal to Three percent (31/6) of the Rent for the previous year. In addition to the monthly rent, Lessee shall pay to the City of Seal Beach the sum of Ten Thousand ($10,000.00) within thirty (30) days of receipt of the executed Lease from the City. If said fee, in addition to any monthy rent, is not received by the City within thirty (30) days after the date of execution of this lease by the City, then all rights granted herein shall be null and void. If the Commencement Date is other than the first day of a calendar month, Lessee may pay on the first day of the Term the prorated Rent for the remainder of the calendar month in which the Term commences, and thereafter, Lessee shall pay a full month's Rent to the first day of each calendar month, except that payment shall be prorated for the final fractional month of this Lease, or if the Lease is terminated before the expiration of any month for which Rent should have been paid. It 11 ,. I 1 . 6. improvement: Access. (a) Lessee shall have the right (but not the obligation) at any time following the full execution .of this Lease and prior to the Commencement Date, to enter the Premises for the purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests") to determine the suitability of the Premises for Lessee's Facilities (as defined herein) and for the purpose of preparing for the construction of Lessee's Facilities. During any Tests or pre -construction work, Lessee will have insurance as set forth in Section 12, Insurance. Lessee will notify Lessor of any proposed Tests or pre -construction work and will coordinate the scheduling of same with Lessor. If Lessee determines that the Premises are unsuitable for Lessee's contemplated use, then Lessee will notify Lessor and this Lease will terminate. (b) Lessee has the right to construct, maintain and operate cn the Premises the specific radio communications facilities as shown on Attachment 2, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting, and receiving antennas and supporting structures and improvements ("Lessee's Facilities"). In connection therewith, Lessee has the right to do all work necessary to prepare, add, maintain and alter the Premises for Lessee's communication operations and to install utility lines and transmission lines connecting antennas to transmitters and receivers. All of Lessee's construction and installation work shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Title to Lessee's Facilities and any equipment placed on the Premises by Lessee shall be held by Lessee. All of Lessee's Facilities shall remain the property of Lessee and are not fixtures. Lessee has the right to remove all Lessee's Facilities as its sole expense on or before the expiration or termination of this Lease. (c) Lessor shall provide access to Lessee, Lessee's employees, agents, contractors and subcontractors to the Premises twenty-four (24) hours a day, seven (7) days a week, at no charge to Lessee. Lessor represents and warrants that it has full rights of ingress to and egress from the Premises, and hereby grants such rights to Lessee to the extent required to construct, maintain, install and operate Lessee's Facilities on the Premises. Lessee's exercise of such rights shall not cause undue inconvenience to Lessor. (d) Lessor shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow access. Lessor shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by Lessee's use of such roadways. If Lessee causes any such damage, it shall promptly repair same. (e) Lessee shall have the right to install utilities, at Lessee's expense, and to improve the present utilities on or near Premises (including, but not limited to the installation of emergency back-up power). Subject to Lessor's approval of the location, which approval shall not be unreasonably withheld, Lessee shall have the right to place utilities on (or to bring utilities across) Lessor's Property in order to service the Premises and Lessee's facilities. Upon Lessee's request, Lessor shall execute recordable easement(s) evidencing this right. (f) Lessee shall fully and promptly pay for all utilities furnished to the Premises for the use, operation and maintenance of Lessee's Facilities. (g) Upon the expiration, cancellation or termination of this Lease, Lessee shall surrender the Premises to Lessor in good condition, less ordinary wear and tear. 7. Interference with Com—m„nirati=. Lessee's Facilities shall not disturb the communications configurations, equipment and frequency which exist on Lessor's Property on the Commencement Date ("Pre-existing Communications"), and Lessee's Facilities shall comply with a 11 non-interference rules of the Federal Communications Commission ("FCC"). Lessor shall not permit the use of any portion of this parcel of Lessor's Property upon which Lessee's Facilities will be Iocated in a way which interferes with the communications operations of Lessee described in Paragraph 2, above. Such interference with Lessee's communications operations shall be deemed a material breach by Lessor, and Lessor shall have the responsibility to promptly terminate said interference. In the event any such interference does not cease promptly, the parties acknowledge that continuing interference will cause irreparable injury to Lessee, and therefore, Lessee shall have the right to bring action to enjoin such interference or to terminate the Lease immediately upon notice to Lessor. Notwithstanding the foregoing, Pre-existing Communications operating in the same manner as on the Commencement Date shall not be deemed interference. 8. Taxes. Lessee shall pay personal property taxes assessed against Lessee's Facilities and Lessor shall pay when due, all real property taxes and all other taxes, fees and assessments attributed to the Premises and this Lease. 9. Termination. This Lease may be terminated without further liability on thirty (30) days prior written notice as follows: (I) by either party upon a default of any covenant, condition, or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default; (ii) by Lessee for any reason or for no reason, provided Lessee delivers written notice of termination to Lessor prior to the Commencement Date; (iii) by Lessee if it does not obtain or maintain, licenses, permits or other approvals necessary to the construction or operation of Lessee's Facilities; (iv) by Lessee if Lessee is unable to occupy or utilize the Premises due to ruling or directive of the FCC or other governmental or regulatory agency, including, but not limited to , a take back of channels or change in frequencies; or (v) by Lessee if Lessee determines that the Premises are not appropriate for its operations for economic, environmental or technological reasons, including without limitation, signal strength or interference. 10. Destruction of Premises. If the Premises or Lessor's Property is destroyed or damaged so as in Lessee's judgment, to hinder its effective use of Lessor's Property, Lessee may elect to terminate this Lease as of the date of the damage or destruction by so notifying Lessor no more than 30 days following the date of damage or destruction. In such event, all rights and obligation of the parties which do not survive the termination of the Lease shall cease as of the date of the damage or destruction. 11. Condemnation. If a condemning authority takes all of Lessor's Property, or a portion which in Lessee's opinion is sufficient to render the Premises unsuitable for Lessee's use, then this Lease shall terminate as of the date when possession is delivered to the condemning authority. In any condemnation proceeding each party shall be entitled to make a claim against the condenuung authority for just compensation (which for Lessee shall include, the value of Lessee's Facilities, moving expenses, prepaid rent, business dislocation expenses, bonus value of the lease and any other amounts recoverable under condemnation law). Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of the exercise of its power of eminent domain, shall be treated as a taking by a condemning authority. 12. Insurance. Lessee shall procure and maintain for the duration of the Lease insurance against claims for injuries to persons or damages to property which may arise from or in connection with Lessee's operation and use of the Premises. The cost of such insurance shall be borne by Lessee. (a) Minimum ScoRe of LnS mace. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001). 2'. Workers' Compensation insurance as required by the State of California and employer's Liability insurance (for lessees with employees). 3. Property insurance against all risks of loss to any tenant improvements or betterment's. (b) Minimum Limits of Insurance. Lessee shall maintain limits no less than: 1. General Liability - $1,000,000 per occurrence for bodily injury, personal injury and property damage. 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 project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Employer's Liability - $1,000,000 per accident for bodily injury or disease. 3. Property Insurance - Full replacement cost with rio coinsurance penalty provision. (c) Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by Lessor, which approval shall not be unreasonably withheld or delayed. At the option of Lessor, the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Lessor, its officers, officials, employees and volunteers. (d) Other InSur?r+ce Provisions. The general liability policy is to contain, or be endorsed to contain, the following provisions: - 1. Lessor, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects liability arising out of premises owned, occupied or used by Lessee. The coverage shall contain no special limitations an the scope of protection afforded to Lessor, its officers, officials, employees, agents or volunteers. 2. Lessee's insurance coverage shall be primary insurance as respects Lessor, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by Lessor, its officers, officials, employees, agents or volunteers shall be excess of Lessee's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to Lessor, its officers, officials, employees, agents or volunteers. 4. Coverage shall state that Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5. Each insurance policy required by this paragraph shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits expect after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to Lessor. (e) Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. (f) Verification of Coverage. Lessee shall furnish Wsor with original endorsements effecting coverage required by this paragraph. The endorsements are to be signed by a person authorized by this insurer to bind coverage on its behalf. The endorsements are to be on forms approved by Lessor. All endorsements are to be received and approved by Lessor before work commences. As an alternative to Lessor's forms, Lessee's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 13. Ass; mein . Lessee may assign this Lease at any time upon notice to Lessor. :. l.L to. TM - a 1 • /Ra1 (a) Lessor warrants that it has full right, power, and authority to execute this Lease; Lessor further warrants that Lessee shall have quiet enjoyment of the Premises during the Term of this Lease or any Renewal Term. (b) Lessee has the right to obtain a title report or commitment for a leasehold title policy from a title insurance company of its choice. If, in the opinion of the Lessee, such title report shows any defects of title or any liens or encumbrances which may adversely affect Lessee's use of the Premises, Lessee shall have the right to terminate this Lease immediately upon written notice to Lessor. 15. Repairs. Lessee shall not be required to make any repairs to the Premises except for the damages to the Premises caused by Lessee, its employees, agents, contractors or subcontractors. 16. Environmental. Lessor represents that to the best of its knowledge the Premises have not been used for the generation, storage, treatment or disposal of hazardous materials, hazardous substances or hazardous wastes. In addition, Lessor represents that to the best of its knowledge m hazardous materials, hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyl's (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof) or underground storage tanks are located on or near the Premises. Notwithstanding any other provision of this Lease, Lessee relies upon the representations stated herein as a material inducement for entering into this Lease. Lessee shall not bring any hazardous materials onto the Premises except for those contained in its back-up power batteries (lead -acid batteries) and cammen materials used in telecommunications operations, e.g. cleaning solvents. Lessee will treat all hazardous materials brought onto the Premises by .it in accordance with all Federal, State and Local laws and regulations. (a) If any provision of the Lease is invalid or unenforceable with respect to any:p"- , the remainder of this Lease or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. (b) This Lease shall be binding m and inure to the benefit of the successors and permitted assignees of the respective parties. (c) Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, confirmed fax, or reliable overnight mail to the address of the respective parties set forth below: LESSEE: Cox California PCS, Inc. 4 Executive Circle Irvine, California 92714 Attn: Property Manager (714) 660-0500 LESSOR: THE CITY OF SEAL BEACH 211 Eight Street, Seal Beach, California 90740 Attn: City Manager (310)431-4067 s „, Lessor or Lessee may from time to time designate any other address for this purpose by written notice to the other party. (d) This Lease shall be governed under the laws of the State of California. (e) The substantially prevailing party in any legal claim arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. (f) Terms and conditions of this Lease which by their sense and context survive the termination, cancellation or expiration of this Lease will so survive. (g) Upon request either party may require that a Memorandum of Lease substantially in the form attached hereto be recorded. (h) This Lease constitutes the entire Lease and understanding between the parties, and supersedes all offers, negotiations and other leases concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease must be in writing and executed by both parties. IN WrrNESS WHEREOF, the. parties have executed this Lease as of the date first above written. ATTEST WITNESS LESSOR: THFICTTY OF SEAL BEACU Name/Title:1jeith Till, City Manager TAX ID#: Date: LESSEE: COX CALIFORNIA PCS, INC. A DELAWARE CORPORATION By: TAX 1D#: Date:--------- IPc1:IJM•► cl •; ; �- That pOrtirn of the N=d)eat. quar`ar Of Sect, cn 1, TcwmEhip 5 Sacth, Fa=re 12 wast in Lot C-1 of the RzsA=!-o Lm Alamitcs, in the City Of Se=i Eesch, Cculty Of Orange, State of California, as per maps 1 and 2 f=led in DLm--,—.ze of pa, titicn in the SLq:i—z-icr court of Los Arles Ccmty, Callfarrnia, Casa Po. 13527, a ce*-tifie3 c= of the Final Derma of said c having bin r g 1891, in Bork 14, Pyre 31 of of said Mmrce County, des=;ed as follcas: EeginrdrG at a point in the Northerly line of said. SEctiOn 1, distant Westerly tl��i 582.10 feet Pram the Northeast c=ne-- the-reof: ttxrm S=il=ly at right angles to said N=Lherly line 86.00 feet to the TME FOIW OF E83DIh=• mnta nuir�g Southerly 70.00 feet: theonce EastP-Tly pzml lel with said Nimr•he:ly Line 128.60 feet: thenxn Northerly at right 'angles to said Pam-alle1 1 im 70.00 fent to a Lim parenel with and 66.00 feet Seutiirly, mewured at right angles, frau said Nor,,he=ly line; thence Westerly alcrq said parallel line 128.60 fact tc the TRX POnIr OF PEGDOCM. ATrAC. RJEN'T I G'�NOAL NOTE rr r .s ., r.• rr.rr • wa�.s_r.0 r.r. r. r. a�rr� C �rwY OEM Y r.�•..w..r�� a _.•�._r—..v^er.w rm.dr • Yl..rr��.� �..f....r_wf a � _ae_•_...r..srr�. war err `a'aiwiMtrr a�r�yrwa� �...sw.r.rwr. r �..r.r. r. rr...rw.S..r +.. r.r"rw.a ae°ir.. �r i �.r'e—rr wr wr �ra r� w .i~raii rrew � ._e ra ro, .rr erra a� .r_•re r�.w.rsnrw %ICNnY YIP DEPICTION OF THE PRENIISES AND LESSEE'S UAPROVEiiVMNTS ATTACHNIEW 2(a) ra[7Yr p Po aDPDOW FD3 Face1fV WON BEVERLY Y NOMDR, DROVE � BEAL - ff. r° C H9 CA .vr.rn. o 4diii, LEGEND PROJECT SULIWRY S'riMT INDEX w••w••�rw Powarr tJw >K rlrororm nraaes ••.••= T-1 ril1.0 SHET --- M= CD"Uwc WpUA?Qr Or A S= ,�M STAMMM NMri rl SM PAN •+r PCGa as,rmoe M2 mmum )•Litt J—L—[—[—[ GCC. --m- > or mm rrD�L N ATIGH „Cn: 7�F—I�i—i Rim >a1vCi ArAr-W 117= 3 AUV%,F] M1000 M ANUI/f MAL Mi ar S .h3 CC3J7r. RiiF6RSi l OCZJQS :�+C%LL KM lots .arxufim a am Y av a an MrC..m A -g WrULS 3 man. Cast mms Vs b mlOrMm C•In1J D9 we � m %lm am 10 a wx IO.QrCre CR K a • n m cmrm4 a r0 r� tomb n..r..e aM;L d e0 4n swl r. Q APPAWNa16T C -I N= t STUM LmT f Or rIC�" pest Z= T11ir6�YVe ROM =R MLA SM400 XLr11C n= =31S Cli �-- CLTM Nowa laII C-7 e T araG1 �OCfM. tMQt4 C -i QfG7. Q1L PL.1N C=r. 9-3 cur. 9cutruvir urcur CONTAIM Q ..........�. ii4: wa.�rrre �..'ai..s�.me.�O :..®c me>• r RrN arrr pWrr rr�-tC. �_ rr oun Mm. r.r. a baba•• mr, c rrr ri.. s_r ew, nc r PRO= PCS JdC. 110iG (G�CC-=W=) Q ltUO1Ep RI}mm= f�7LVCC any = 4nnr wry L ehr. rn.4ca ra. be en /1aK rYMra.4 YrMYaL sm-Orr Or wcaxmWG�1M0J am 4uo, 4 9Cr CR= SHEE ATTACHNIEW 2(a) I I ,i:r1 I.,I STE 24FORMA71ON APIIO 100 -021 -Col SU SuRKY FWI LOA Otic"nON. RCS rAQUrr WILL hOr AFFECT ANY GIs OCA: rARrac wY*'�N, rei�nN,Yre NACa]: ]]'N'I41b it/'OA:a1'N c7asm+C r toot ONJYN LM GATE s=Tac unurr FgLE--a PROVtrt (N) r Tut Ar- PAVEC OWVLYAT W/ CURB NATCNLB AREA /IOtCAT[S (0) LAIAMCAFm MCA E=vc NEM r Pax ma !3l Aa' BOX tamL LUM n BOB DEPICTION OF THE PREMISES AND LESSEE'S LMPROVEDMNTS OaSTm T NIDI eLCOt W" SAN CC= FREE'XAT iQJ' 0=;LZ /' ttrctt CMAW1 LRM F049 `PULL /D: casr24 S' Y owmm I—ciasnw unurr VOLE jT]_aAc casw EL -C= GRACE i! —roc Or scam [L -t.7 /t' I PyAABCt.LS/] FOUND spML APO TTN PCN MIS .a/] ATTACIivI lNrr 2(b) lryjkll I FIaSCSID rt3 fIG: tm tt+aar •..ot s ttx rhea v 9iC/ OAO:O SITE PLAN I ( IUt7OiE� AREJ1 arD1cATEs I 1 ! NE8 PCS FJIt�7Y LFILSE 1 I �� Ba�'uili SMS) 11 "tsc"Aa` t ! G'dC 713 Ri7lGYE N��l��Y��EppGETwwA..�.i1CN. 11 NExI lfGfOC 1 ( OQSTWG PUYV STA1SC71 1 )�r 1 I' DGSTDAe T laal sect WALL I C=Tm Umm POLE 1 I� n i ; E7aSi4Ac RESFJIYOfR Q 1 II 1 1! • CCIS Ne DRIVETfAT I PyAABCt.LS/] FOUND spML APO TTN PCN MIS .a/] ATTACIivI lNrr 2(b) lryjkll I FIaSCSID rt3 fIG: tm tt+aar •..ot s ttx rhea v 9iC/ OAO:O SITE PLAN DEPICTION OF THE PREMISES AND LESSEE'S IMPROVEi1EVT'S ATTACIR IEiNT ?(c) wr, wl Rf Oi aw➢Yr Axic 7aq=Vm rT.M. Aql Ar aatNl aww.ar acwa "A-V tar a&cV) NAM? GWaC. pT aI1.013) 0 ann"T 4a ccr ia7 aricasi mm.. Cama mcl .sra.ar (Cr on -all O Ds.cea 40ar toy ancm (� ass�c+r w�e+clar-s¢ orre �p 0 IV mm lsm uaeAc q as mow= MrOW4 =uc�so marls A Wacaar e ® Jn10Ma Morar= AWVC r -w rcc Odd/ LM M= s/M&M= W1013LAK = CUM./a e "m oems *n mac mate = CMAW.Aame am Oa¢ Gate.►) GUAL (p camas tta r>ti rte• rc. a0asrr tote .+u caaa r -a- "M mats atm mai mare toga r -r HCH ,Mu=ff Roca •aa. oax rar mm Halt t cum tat "Tu y IX= an& NJ GRAWL Rill. as eerx.`LC,!] UMM Mm.,10L Ste rrua e TM ama+ .Mao/ ium'.�sa'�+ to s ` 3� COAV& CHEM SChM E !! rcc= I CMLE Mm I CAME am 1 EI 7Y- VOL 7/4' GRP T2, n VVL I 7/p' GAA pow© R3 =T 2405 I 7Y- vta I YJA GAP na (Carr r.0 a NOTE. VVIFY SO+tauL X&M- a 7/ cax va. tee a GG TO eecx(asard x/ = MR G7I ALi:tAR^JCNTS _ - — . - •era+. erre n Au I ..=rte .1 a 1 A—.7 r a& tCRr,' V.VA ICN DEPICTION OF THE PREINUSES AND LESSEE'S IMPROVE\riENi'S Nd 4?= .WiCWU u•,p, d 1w L _ x MRCS W rC9gi AMUTS -REN Wim• UMCPCLE a •gib• � �1..� �,� Mm l San m ee ar gee 6rG1mRaIFCFY. SZ �� r¢, r -a• Im @um Lm raves */ ra wos Cr 9=0 = AEM �c @ Car= res• nc+ Amo an s cia �•� ! earn rKx •n liwu AM7S viawaLti o 1 i 4p I 5 Cuw l4ac tC+C; 7! SiaumS Cr 1 1A$ JEOVE C:100131 trs ceuws+cvr arn++cs ex �'�os �14y. �-Curz e'er RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: Attn: MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum ") is executed as of July 1996, by and between THE CITY OF SEAL BEACH (`Lessor") AND COC CALIFORNIA PCS, INC., A DELAWARE CORPORATION ("Lessee"). RECITALS Whereas, Lessor and Lessee have -executed that certain Communications Site Lease Agreement ("Lease") dated as of June 27th, 1996, covering certain Premises and related improvements ("Premises") in certain buildings situated on certain real property located in the City of Seal Beach, County of Orange, State of California, and more particularly described in attachment 2, attached hereto and incorporated herein by this reference; and Whereas, Lessor and Lessee desire to record notice of the Lease in the official Records of Orange County, California; NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows: 1. Dernise. Lessor has leased the Premises to Lessee.and Lessee has hired the Premises from Lessor , subject to the terms, covenants and conditions contained in the Lease. 2. Exgiration Date. The term of the Lease ("Term") is scheduled to commence on or about July 10th, 1996 and shall expire five (5) years thereafter, subject to Lessee's option to extend the Term pursuant to Section 4 of the lease for, at Lessee's election for five (5) additional terms of five (5) years each. 3. Lease Controlling, This memorandum is solely for the purpose of giving constructive notice of the Lease. In the event of conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall control. (SIGNATURE PAGE FOLLOWS] is Site yes n real 3, and fficial by he =d in !nce ssee's ig the IN WITNESS WHEREOF, LESSOR and Lessee have duly executed this Memorandum of Lease Agreement as of the day and year first -above writ LESSOR LESSEE The City of Seal Beach Cox California PCS, Ii By: SBy: Name: Keith R. Till Title: City Manager STATE OF CALI�PRNIA ) Name - Title: persony appealed, personally known prove to me on the bas of satisfactory evidence) to be the person(s) wh, (s) is/ are subscribed to the within instrument and. acknowledged to me th /they executed the same in his/her /authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity behalf of which the persons(s) acted, executed the instrument. 1 1 1 1 1 WITNESS and and official eal._ JOAN E. LEWIS _ COMM41UM Notary PLIIC — Caft Signature: aRaNGECOLIPM STATE OF CALIFORNIA ) COUNTY OF ) On before me, personally appeared, 'personally known proved to me on the basis of satisfactory evidence) to be the person(s) wh, (s) is/are subscribed to the within instrument and acknowledged to me th /they executed the same in his/her/authorized capacity(ies), and that by his/her/their signatures(s)on the instrument the person(s), or the entity behalf of which the persons(s) acted, executed the instrument. WITNESS My hand and official seal. Signature: IN WITNESS WHEREOF, LESSOR and Lessee have duly executed this Memorandum of Lease Agreement as of the day and year first -above written. LESSOR The City of Seal Beach op By: /- , - -Z '2 �� Name: Keith R. Till Title: City Manager STATE OF CALIFORNIA ) COUNTY OF ) 0 before LESSEE Cox California PCS, Inc. By: Name: Title: 0 person y appeafed, personally known to me (or prove to me on the bas 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/ authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the persons(s) acted, executed the instrument. WITNESSand and official eal. _ cotes #103 Notary pubac — &ift rNa Signature: ORMGE 'i'r Veal) STATE OF CALIFORNIA COUNTY OF On before me, personally appeared, 'personally known to me (or 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/authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the persons(s) acted, executed the instrument. WITNESS My hand and official seal. Signature: (Seal) FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT This First Amendment to the Communications Site Lease Agreement (the "Lease") dated May 28,1996 between COX CALIFORNIA PCS, INC., A DELAWARE CORPORATION ("LESSEE") and THE CITY OF SEAL BEACH ("LESSOR") is dated as of this 9th day of July, 1996. The Lease is hereby amended as follows: 1. Paragraph 5, line 2: change from "...One Thousand Dollars" to "Twelve Hundred Dollars". IN WTINESS WHEREOF, the parties have executed this Communications Site Lease Agreement Amendment as of the date first above written. LESSOR -THECITY OF SEAL BEACH By: ` Keith Tiil, Nameniitle: ri + V Mnr+ager Date: //�ri_Lt�f IC%99 By: Name/Title: Date: LESSEE - COX CALIFORNIA PCS, INC A DELAWARE CORPORATION i Name/Title: ljkgg vy — anj Date: -7 . zrz& Page 1 of 2 A� L> CERTIFICATE OF LIABILITY INSURANCE DATE /Y 03/27/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Crown Castle Inc. NAME: PHONE FAX o Ex A/C No): E-MAIL COIRe m ADDRESS: 4uest@crowncastie.co INSURERS AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURERA: Continental Casualty Company 20443 INSURED INSURER B: Berkshire Hathaway Specialty Insurance Com 22276 Crown Castle Inc. f/k/a Crown Castle International Corp. See Attached Named Insured List INSURER C: Continental Insurance Company 35289 INSURER D: 8020 Katy Freeway 'Houston, TX 77024 INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: W28463034 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MMDDY EFF POLICYEXP LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE a OCCUR A AGE ToRENTED PREM SES a occurrence) S 1,000,000 MED EXP (Any one person) $ 10,000 A Y Y 7018331477 04/01/2023 04/01/2024 PERSONAL BADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 X POLICY [:]PRCJECT EILOC [PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 Ea accident BODILY INJURY (Per person) $ X ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y Y HDA 7018331432 04/01/2023 04/01/2024 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLA LIAB EXCESS LIAS X OCCUR CLAIMS -MADE Y Y 47 -DMO -303445-09 04/01/2023 04/01/2024 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED I X I RETENTIONS 25,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETORIPARTNER/EXECUTIVE YIN OFFICER/MEMBEREXCLUDED7 No (Mandatory In NH) NIA Y WC7018331446 04/01/2023 04/01/2024 X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1;000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: 878999 Certificate Holder is included as an Additional Insured under the General Liability, Auto Liability and Umbrella/Excess Liability policies as their interest may appear and as required by written agreement and only with respect to the liability arising out of the operations performed by or on behalf of the Named Insured. CFRTIFICATF HOLDER CANCELLATION ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 9& xo: 23917806 HATcH, 290.8394 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF SEAL BEACH AUTHORIZED REPRESENTATIVE 211 EIGHTH STREET ATTN: CITY CLERK SEAL BEACH, CA 90740 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 9& xo: 23917806 HATcH, 290.8394 AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page 2 Of 2 AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. Crown castle Inc. f/k/a Crown Castle International Corp. See Attached Named Insured List 8020 Katy Freeway POLICY NUMBER See Page 1 Houston, Tx 77024 CARRIER NAIC CODE See Page 1 See Page 1 I EFFECTIVE DATE: See Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance General Liability, Auto Liability, Umbrella/Excess Liability and Workers Compensation policies include a Waiver of Subrogation in favor of the Additional Insureds when agreed in written contract prior to the loss, but always subject to the policy terms, conditions and exclusions as permitted by law. ACnon 4n4 e3nnom4x W ZUUt$ ACURD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 23917806 BATCH:2908394 CERT: W28463034 Crown Castle Inc. Edition Date: 12/22 Named Insured AirComm of Anion, LLC Named Insured (cont.) Crown -Castle Puerto Rico Corp. Assurable Insurance LLC Crown Castle Solutions LLC Atlantic Coast Communications LLC Crown Castle South LLC CC Edge LLC Crown Castle Towers 05 LLC CC'Holdings GS V LLC Crown Castle Towers 06-2 LLC CC Site Acquisitions II LLC Crown Castle Towers 09 LLC CC Strategic Investments Corp. Crown Castle Towers LLC CC TM PA LLC Crown Castle USA Inc. CC Towers Guarantor LLC Crown Communication LLC CC Towers Holding LLC Crown Communication New York, Inc. CCATT Holdings LLC Fibertech Facilities Corp. CCATT LLC Global Signal Acquisitions II LLC CCATT PR LLC Global Signal Acquisitions III LLC CCGS Holdings Corp. Global Signal Acquisitions IV LLC CCPk VI Tower Newco LLC Global Signal Acquisitions LLC CCS & E LLC Global Signal GP LLC CCTM Holdings LLC Global Signal Holdings III LLC CCTM1 LLC Global Signal Operating Partnership, LP CCTW LLC GoldenState Towers LLC CCTMO LLC GS Savings Inc. CCVX LLC GSPN Intangibles LLC ComSite Venture, Inc. High Point Management Co. LLC Coverage Plus Antennas Systems _LLC ICB Towers LLC Crown Atlantic Company LLC Interstate Tower Communications LLC Crown. Castle AS LLC Intracoastal City Towers LLC Crown Castle Atlantic LLC Light Tower Clearinghouse LLC Crown Castle .CA Corp. Md7 Capitol One, LLC Crown Castle Fiber Enterprise LLC MW Cell Reit 1 LLC Crown Castle Fiber Holdings Corp. MW Cell TRS 1 LLC. Crown Castle Fiber LLC OP LLC Crown Castle GS III Corp. OP ,2 LLC Crown Castle GT Company LLC Pinnacle Towers Acquisition Holdings LLC Crown Castle GT Corp. Pinnacle Towers Acquisition LLC Crown Castle GT Holding Sub LLC Pinnacle Towers Asset Holding LLC Crown Castle Inc. Pinnacle Towers Canada Inc. Crown Castle LLC Pinnacle Towers III LLC Crown Castle Investment Corp. Pinnacle Towers Limited Crown Castle Investment II Corp. Pinnacle Towers LLC Crown Castle MU LLC Pinnacle Towers V Inc. Crown Castle MUPA LLC PR Site Development Corporation Crown Castle NG East LLC Radio Station WGLD LLC Crown Castle Operating Company Shaffer & Associates, Inc. Crown Castle Operating LLC Sidera Networks UK Limited (UK) Crown Castle Orlando Corp. Sierra Towers, Inc. Crown Castle PR LLC Tower Development Corporation Crown Castle PR Solutions LLC jTower Systems LLC 1of2 Crown Castle Inc. Frlifinm n.f.- 10,100 LNamed insured Named Insured (cont.) Tower Technology Company of Jacksonville LLC Tower Ventures III LLC TowerOne Partners, LLC TriStar Investors LLC TVHT LLC WCP Wireless Lease Subsidiary, LLC WCP WirelessSite Funding_LLC-„ WCP Wireless Site Holdco LLC WCP Wireless Site Non -RE Funding LLC WCP Wireless Site Non -RE Holdco LLC WCP Wireless Site RE Funding LLC WCP Wireless Site RE Holdco LLC 2of2. CMA Business Auto Policy Policy Endorsement NOTICE OF CANCELLATION TO CERTIFICATEHOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom, the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA68021 XX (02-2013) Policy No: BUA 7018331432 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 04/01/2023 Endorsement No: 147; Page: 1 of 1 Policy Page: 590 of 635 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 0 Copyright CNA All Rights Reserved NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. Form No. CC680214A 02.-2013j. Policy No: 7018331477 Page of 1, Policy Effective Date:4 0��2023! Underwriting Company: Continental Casualty Company 9 CNA All Rights Reserved. CMA Workers Compensation And Employers Liability Insurance Policyholder Notice NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another ! effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CC68021 A (02-2013) Policy No: WC 7018331446 Policyholder Notice; Page: 1 of 1 Policy Effective Date: 04/01/2023 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 4 of 382 ® Copyright CNA All Rights Reserved. L 0 0 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 PartW' means the party to this Agreement that has defaulted as provided for in Section 22 of this Agreement. "Basements" 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 (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 S. Site Name: Seal BH2 B.4: 878999 0 0 "Tenant's Notice Address" means STC One LLC, c/o Crown Castle USA Inc., Attn: Legal - Real Estate Deptl, 2000 Corporate Drive, Canonsburg, PA 15317-8564,1-866-482-8890. "Landlord's Notice Address" means City of Seal Beach, attn: City Clerk, 2118^ Street, Seal Beach, California 90740; (562)431-2527. "Landlord's Prooerti' 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 W. "Non-Defaultinv"_Pameans 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. 'Emf 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 se Tom. 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. Emit 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: Sea1BH2 BUN#: 878999 0 0 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 Tenantwould 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, ttse of Proog�r'ty. 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 Tenants wireless communications facility shall not constitute a fixture. Site Name: Seal BH2 BL N#: 878999 0 0 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 Qhliaaliga and Indemnity. Tenant shall not (either with or without negligence) cause or permitthe 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 (eitherwith 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 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 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 B142 BUN#: 878999 0 0 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 Riebts of Subroeation. 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. 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. Site N. : Sea]BN2 BUN#: 878999 0 0 16. Surrender of Propeerty. 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 Terraces 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 Enioymen[ 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 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. Site Name: Sea] M12 BUNM: 878999 6 0 0 (B) Conseouences 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: (f) 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: Sea]BN2 BUN#: 878999 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. 26. Rosiness Summary ReVOIL RenoOnce 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 Lessors 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 Nerve: Seel BH2 BUN#: 878999 (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 fPrior Affaemen4 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. Mas Ilan o us. (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 Agr m n 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 Do Um nt 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 Nerve: Seal B112 BUN#: 878999 • 0 (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 Followsl Site Name: Seal BH2 BUN#: 878999 10 0 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. 4004-- - Wit ss Site Nem.: Seal B112 B.#: 878999 LANDLORD: CITY OF SEAL BEACH, a municipal corporation under the laws of the State of California Primt `��tC�ii 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 Print Name: I ica�Ga�ar����L Print Title: ger � Date: '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, 19S2 IN BOOK 2407 PAGE 87 OF OFFICIAL RECORDS. Site Name: Seal BH2 B.4;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. Sire Name: Seal B112 Exhibit "B" Bua9:878999 0 — sis i I f ! f i 0 0 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 (e day of ko 1 ]— 12017 by and between the CITY OF SEAL BEACH, a municipal corporation underthe 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 III 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 Tex S _ Computed on full value ofpmperty _ 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 ofthe property Signature of Declarant or agent— Firm Site Name: Seel B1,U 1 Business Unit #: 979999 2. Landlord and Tenant have entered into an Amended and Restated Site Lease Agreement dated Apr( I iO 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. f 5. /� —The initial term of the Agreement shall commence on�_ l d , 2017 and expire on J�Pr`I q 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 AIQFII 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: S®1 BM 2 Bmineu Unit 4'. 878999 9 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 MET C: -'11G1/ [Acknowledgment Appears on Following Page] Site Name. Seal BHl Business Unit M: 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 M before me, 1&rj L-14nr), I0—, Notary Public personally appeared Till 1 r(. - I nv.H("t r who proved to me on the basis of satisfactory evidence to be4he person(iii) whose names(') is/am subscribed to the within instrument and acknowledged to me thative/she/they executed the same in hie/her/their authorized capacity(fes), and that by tris/her/their signature( on the instrument the person(X or the entity upon behalf of which the personN 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(6MMYN20p78Fa6 z i Public - Calif i nia o Cmm.QW �Cc5"13 2018 6e SIGNATURE OF NOTARY PUBLIC [Tenant Execution Page Follows] site Name: Seal BH3 Business Unit #: 878999 (Seal) TENANT: STC ONE LLC, a Delaware limited liability company, registered in California as TOWER COWANY ONE LLC By: GLOBAL SIGNAL ACQUISITIONS III LLC, a Delaware limited liability company Its: Attorney In Fact By Print Name: ISa 2 WIC( Title: RET Managgr [Acknowledgment Appears on Following Page] Site N. Seal BH2 Business Unit 9: 878999 0 0 State of Texas County of 1-10L'fti3 Before me, Kelsey McMiller a Notary P b_� lic, on this day personally appeared USA 0. Eo6wcic CGOTM 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 /_ day of MLWA 2017 — ZE (Personalized Seal) Notary Public's Signature KELSER RONNEITE MCMILLER `Y,4n Nolory PubllC. Sfote of ieeas S ,+��o. M1�. Comm.Expres 0325-2018 NOtuty lD 128219417 Site Name: Seel BH2 Business Unit R: 979999 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. Sim NameSeal BM Business Unit #. 878999