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HomeMy WebLinkAboutAGMT - Cell Site 8454000 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 NCWPCS MPL 24 - YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by and through CCATT LLC, a Delaware limited liability company, its attorney in fact ( "Tenant'). 1. Definitions. "Agreement" means this Amended and Restated Site Lease Agreement. "Approvals" means all certificates, permits, licenses and other approvals that Tenant, in its sole discretion, deems necessary for its intended use of the Leased Premises. "Commencement Date" means the first day of the second full month following full execution of this Agreement. "Deja0jgpgpa' means the party to this Agreement thathas 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. "I eased Premises" means that portion of Landlord's Property consisting of a parcel of approximately six hundred ten (610) square feet as described in the sketch attached hereto as Exhibit "B ". The boundaries of the Leased Premises may be subject to modification as set forth in Section 5. Site Name: C453/No Seal Beach 00y- C453 DAS ISE Bm#:8454e0 0 0 "Tenants Notice Address" means NCWPCS MPL 24 - Year Sites Tower Holdings LLC, Legal Department, Attn: Network Legal, 208 S. Akard Street, Dallas, TX 75202 -4206, with a copy to: CCATT LLC, c/o Crown Castle USA Inc., Attn: Legal Dept., 2000 Corporate Drive, Canonsburg, PA 15317- 8564, 1- 866- 482 -8890. "I andlord's Notice Address" means City of Seal Beach, attn: City Clerk, 2118a Street, Seal Beach, California 90740; (562)431 -2527. "Landlord's Property" means the parcel of land located in the City of Seal Beach, County of Orange, State of California, as shown on the Tax Map of said County as Tax Parcel Number 095- 020 -15, being further described in the instrument recorded in Orange County, a copy of said instrument being attached hereto as Exhibit "A ". "Non- Defaeltinv Pam' means the party to this Agreement that has not defaulted as provided for in Section 22 of this Agreement "Renewal " means a period of five (5) years commencing upon the expiration of the Initial Term or prior Renewal Term, as the case may be. "Raze means the consideration payable by Tenant to Landlord in exchange for the Leased Premises in the amount of Twenty Thousand Five Hundred Twenty-Three and 72/100 Dollars ($20,523.72) per year. Commencing on the anniversary of the Commencement Date each year thereafter (the "Adjustment Date "), the annual rent shall increase by an amount equal to three percent (3 %) of the annual rent in effect for the year immediately preceding the Adjustment Date ( "Regular Rent Escalation "). On the commencement date of the first Renewal Term in 2022, the annual rent shall increase by an amount equal to fifteen percent (15%) of the annual rent in effect for the immediately preceding year ( "One -Time Rent Increase ") in addition to the Regular Rent Escalation that is scheduled to occur on the same date. Following such One -Time Rent Increase, the annual rent shall continue to adjust pursuant to the Regular Rent Escalation. 2, Landlord's Cooperation. During the Lease Term, Landlord shall: (i) cooperate with Tenant in its efforts to obtain all of the Approvals, including all appeals; and (ii) take no action that would adversely affect the Leased Premises. Landlord acknowledges that Tenants 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. Site Name: C453Mo Seal Beach Ovly —C453 DAS ISE Bm #: 845400 2 0 9 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. R=. Beginning on the Commencement Date, and continuing thereafter, Tenant shall pay Rent for the Leased Premises in installments as specified herein, on the first business day of the calendar month in which the Rent is due. 5. Easements. Conditioned upon and subject to commencement of the Lease Term, Landlord grants the following non exclusive easements over, under and upon Landlord's Property to Tenant Tenant's employees, agents, contractors, sublessees, licensees and their employees, agents and contractors: (i) an easement over such portions of Landlord's Property only to the extent reasonably necessary for the construction, repair, maintenance, replacement, demolition and removal of the facility to be located upon Leased Premises; (ii) an easement over such portion of Landlord's Property only to the extent reasonably necessary to obtain or comply with any Approvals; (iii) a thirty foot (301 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. Rlaht to Terminate. Tenant shall have the right to terminate this Agreement, at any time, without cause, by providing Landlord with one hundred eighty (160) days' prior written notice. Upon such termination, this Agreement shall become null and void and neither party shall have any further rights or duties hereunder, except that any monies owed by either party to the other up to the date of termination shall be paid when due or within thirty (30) days of the termination date, whichever is earlier. Landlord shall have the right to terminate this Agreement upon any uncured default by Tenant as provided herein. Within ninety (90) days following any such termination, Tenant shall completely remove all of the Improvements from the Leased Premises and the Easements at its own cost to a depth of three feet (3'), excluding conduits and footings, ordinary wear and tear excepted. If Tenant fails to completely remove the improvements within such time, Landlord may remove the Improvements without additional notice to Tenant and use all available remedies at law and equity to recover its cost of removal from Tenant 7. Termination Fee. If at any time during the Lease Term: (i) Tenant exercises any of Tenant's rights to terminate this Agreement; or (i) Tenant elects not to renew this Agreement, Tenant shall pay a termination fee ( "Termination Fee ") equal to the amount of rent that Tenant would have owed to Landlord under this Agreement between the date of such early termination or election not to renew, as the case may be, and the following twelve (12) months. The Termination Fee will be due and payable in the same manner and on the same dates as Rent set forth in this Agreement. Notwithstanding the foregoing, Tenant will be released from any and all of its obligations under this Agreement as of the effective date of such termination and shall not be required to pay the Termination Fee if Tenant terminates this Agreement due to a Landlord default Site Name: C453/No Seal Beach Ovly —C453 OAS ISE Bunk:845400 3 • • B, Ilse of Property. The Leased Premises and the Easements shall be used by Tenant for the purpose of: (i) constructing, maintaining and operating the Improvements; and (ii) temporary uses incidental thereto, including without limitation, testing of any kind by Tenant, its customers, or invitees. Tenant may place a security fence around the perimeter of the Leased Premises. All Improvements shall be constructed at Tenant's sole expense. Tenant will maintain the Leased Premises in a safe condition. It is the intent of the parties that Tenant's wireless communications facility shall not constitute a fixture. 9. Removal of Obstr•!ctions. Tenant has the right to remove obstructions from Landlord's Property, including but not limited to vegetation, which may encroach upon, interfere with or present a hazard to Tenant's use of the Leased Premises or the Easements. Tenant shall dispose of any materials removed. 10. Hazardous Materials (A) Tenant's Obligation and Indemnity. Tenant shall not (either with or without negligence) cause or permit the escape, disposal or release of any Hazardous Materials on or from the Leased Premises in any manner prohibited by law. Tenant shall indemnify and hold Landlord harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys' fees, and consultants' and experts' fees) from the release of any Hazardous Materials on the Leased Premises if caused by Tenant or persons acting under Tenant. (B) Landlord's Obligation and Indemnity. Landlord shall not (either with or without negligence) cause or permit the escape, disposal or release of any Hazardous Materials on or from Landlord's Property or Leased Premises in any manner prohibited by law. Landlord shall indemnify and hold Tenant harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys' fees, and consultants' and experts' fees) from the presence or release of any Hazardous Materials on Landlord's Property or Leased Premises unless caused by Tenant or persons acting under Tenant 11. Real Estate Taxes . Landlord shall pay all real estate taxes on Landlord's Property. Tenant shall pay directly to any taxing entity, any increase in taxes or assessments based solely on the assessed value of any improvements constructed by Tenant on the Leased Premises for operation of its Improvements, provided that Tenant shall have the right to protest and contest any such taxes or assessments with the appropriate governmental authority. Tenant shall pay all personal property taxes arising from its possessory interest in equipment located on the Leased Premises. Landlord agrees to provide Tenant any documentation evidencing the increase and how such increase is attributable to Tenant's use. Tenant reserves the right to challenge any such assessment, and Landlord agrees to cooperate with Tenant in connection with any such challenge. 12. Insurance. (A) Tenant shall not commence work under this Agreement until it has provided evidence satisfactory to Landlord that Tenant has secured all insurance required under this Section. Tenant shall furnish Landlord with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to Landlord. The certificates and endorsements for each insurance policy shall be signed by a person authorized 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. Site Name: C453/No Scal Beeeh Ovly — C453 DAS ISE Bunk:845400 4 r (B) Tenant shall, at its expense, procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and reasonably satisfactory to Landlord. Coverage shall be at least as broad as the latest version of the following: (i) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (ii) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by Landlord, (iii) Professional Liability. Tenant shall maintain limits no less than: (i) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement /location or the general aggregate limit shall be twice the required occurrence limit; (ii) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (iii) Professional Liability: $1,000,000 per claim /aggregate. (C) The insurance policies shall contain the following provisions, or Tenant shall provide endorsements on forms supplied or approved by Landlord to state: (i) coverage shall provide that thirty (30) days prior written notice of cancellation by the insurer for any reason other than non - payment of premium by mail will be given to the City; (ii) any failure of Tenant to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to Landlord, its directors, officials, officers; (iii) coverage shall be primary insurance as respects Landlord, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Tenant's scheduled underlying coverage and that any insurance or self- insurance maintained by Landlord, its directors, officials, officers, employees, agents and volunteers shall be excess of Tenant's insurance and shall not be called upon to contribute with it; (iv) for general liability insurance, that Landlord, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of Tenant, including materials, parts or equipment furnished in connection with such work; and (v) for automobile liability, that Landlord, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Tenant or for which Tenant is responsible. (D) All insurance required by this Section shall contain standard separation of insureds provisions. (E) Any deductibles or self - insured retentions shall be declared to Landlord. 13. Waiver of Claims and Rfebts of Subro"tion 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. Site Name: C453/No Seal Beach Ovly -C453 DAS ISE Bmk: 845400 5 0 0 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 subjectto this Agreement. 16. Surrender of Property. Upon expiration or termination of this Agreement, Tenant shall, within a reasonable time, remove all Improvements to a depth of three feet (T), 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 o construct install and operate wireless communications facilities that emit radio frequencies on Landlord's Property. Landlord agrees that it will not permit the construction, installation or operation on Landlord's Property of: (i) any additional wireless communications facilities; or (ii) any equipment or device that interferes with Tenant's use of the Leased Premises for a wireless communications facility. Each covenant made by Landlord in this Section is a covenant running with the land for the benefit of the Leased Premises. 20. Ouiet Enioyment. 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. Sile N..: C453Mo Seel Beech Ov1y —C453 DAS ISE Bunh:945400 6 0 0 22. Default (A) Notice of Default: Cure Period. In the event that there is a default by Landlord or Tenant (the "Defaulting Party") with respect to any of the provisions of this Agreement or Landlord's or Tenant's obligations under this Agreement, the other party (the "Non - Defaulting Party ") shall give the Defaulting Party written notice of such default After receipt of such written notice, the Defaulting Party shall have thirty (30) days in which to cure any monetary default and sixty (60) days in which to cure any non - monetary default. The Defaulting Party shall have such extended periods as may be required beyond the sixty (60) day cure period to cure any non - monetary default if the nature of the cure is such that it reasonably requires more than sixty (60) days to cure, and the Defaulting Party commences the cure within the sixty (60) day period and thereafter continuously and diligently pursues the cure to completion. The Non - Defaulting Party may not maintain any action or effect any remedies for default against the Defaulting Party unless and until the Defaulting Party has failed to cure the same within the time periods provided in this Section. (B) Conseauences 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. Asshmment Sublease. Llcensins 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 he effective upon Site N..: C453Mo Seal Beech Ovly— C453 DAS ISE B.4:845400 7 0 0 Tenant sending written notice to Landlord and shall relieve Tenant from any further liability or obligation. Tenant has the further right to pledge or encumber its interest in this Agreement. Upon request to Landlord from any leasehold mortgagee, Landlord agrees to give the holder of such leasehold mortgage written notice of any default by Tenant and an opportunity to cure any such default within fifteen (15) days after such notice with respect to monetary defaults and within a commercially reasonable period of time after such notice with respect to any non - monetary default 27. Revenue Share: In addition to the Rent currently paid by Tenant to Landlord pursuant to this Agreement, as further consideration for the right to exclusively use and lease the Leased Premises, if, after full execution of this Agreement, Tenant subleases, licenses or grants a similar right of use or occupancy in the Leased Premises to an unaffiliated third party not already a subtenant on the Leased Premises (each a "Future Subtenant"), Tenant agrees to pay to Landlord twenty percent (20%) of the rental, license or similar payments actually received by Tenant from such Future Subtenant (excluding any reimbursement of taxes, construction costs, installation costs, revenue share reimbursement or other expenses incurred by Tenant) (the "Additional Rent") within thirty (30) days after receipt of said payments by Tenant Tenant shall have no obligation for payment to Landlord of such share of rental, license or similar payments if not actually received by Tenant. Non- payment of such rental, license or other similar payment by a Future Subtenant shall not be an event of default under this Agreement Tenant shall have sole discretion as to whether, and on what terms, to sublease, license or otherwise allow occupancy of the Leased Premises and there shall be no express or implied obligation for Tenant to do so. Landlord acknowledges that Landlord shall have no recourse against Tenant as a result of the failure of payment or other obligation by a Future Subtenant. Notwithstanding anything in this paragraph to the contrary, the parties agree and acknowledge that revenue derived from subtenants and any successors and /or assignees of such subtenants who commenced use and /or sublease of the Leased Premises prior to execution of this Agreement shall be expressly excluded from the Additional Rent and Landlord shall have no right to receive any portion of such revenue, including AT &T. 28. Business Summary Report. Once per calendar year, Landlord may submit a written request to Tenant for a business summary report pertaining to Tenant's rent obligations for the prior twelve (12) month period, and Tenant shall provide such written accounting to Landlord within sixty (60) days after Tenant's receipt of such written request. 29. Relocation. In the event that Landlord determines in good faith that the Leased Premises are needed by Landlord for public purposes, Landlord shall have the one -time right to require the relocation of the Improvements, or any part thereof, to an alternate ground location provided that: (i) the relocation shall be performed exclusively by Tenant or its agents, at Landlord's sole cost and expense, during the Relocation Period, as defined below; (ii) the relocation shall not result in any interruption of the communications services provided by Tenantto 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 Site Name: C453/No Seat Beech Ovly - C453 DAS ISE 11.0:845400 8 0 0 of the Alternate Site Location and obtaining written approval of all wireless telecommunications providers on the Leased Premises that have been permitted by this Agreement. If Tenant fails to approve the Alternate Site Location in writing within said sixty (60) day period, Tenant will be deemed to have not approved such Alternate Site Location. If Tenant does not approve such Alternate Site Location, Landlord may then propose another Alternate Site Location by providing notice to Tenant in the manner set forth above. Upon Tenant's approval of any proposed Alternate Site Location, both parties will enter into a written agreement concerning the relocation of the Improvements ( "Relocation Agreement') to the Alternate Site Location ( "Relocation Site "). Landlord shall undertake reasonable efforts to provide an Alternate Site Location acceptable to Tenant If no Alternate Site Location is available or if Tenant does not approve an Alternate Site Location, Landlord may, upon twelve (12) months' written notice, terminate this Agreement in accordance with the notice requirements set forth in this Agreement. (B) No Additional Terms. Upon relocation of the Improvements, all references to the Leased Premises in this Agreement shall be deemed to refer to the Relocation Site (including any access and utility easements). The Relocation Site shall be surveyed by a licensed surveyor at the sole cost of Tenant, in which event such survey shall replace and supersede the description of the Leased Premises under this Agreement Unless otherwise provided in the Relocation Agreement or any other written agreement of the parties, the relocation of the Improvements shall not affect, alter, modify or otherwise change any of th e 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 Ground Lease dated August 23, 1993, by and between Landlord and Tenants predecessor in interest, Los Angeles Cellular Telephone Company, a California general partnership, as amended (the "Original Agreement'). Landlord and Tenant agree that the Original Agreement is hereby amended by deleting it in its entirety and restating the Original Agreement as provided for in this Agreement 31. Mi 1�5 lam. (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 Tenants 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 he 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 Site Name: C453/N. Seal Beech Ovly —C453 OAS ISE Bwk: 845400 9 0 0 (E) Notices. All notices hereunder shall be in writing and shall be given by: (i) established national courier service which maintains delivery records; (ii) hand delivery; or (iii) certified or registered mail, postage prepaid, return receipt requested. Notices are effective upon receipt, or upon attempted delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for accomplishing delivery. The notices shall be sent to Landlord at Landlord's Notice Address and to Tenant at Tenant's Notice Address. (F) Partial Invalidity. If any term of this Agreement is found to be void or invalid, then such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. (G) IRS Form W -9. Landlord agrees to provide Tenant with a completed IRS Form W -9, or its equivalent, upon execution of this Agreement and at such other times as may be reasonably requested by Tenant. In the event Landlord's Property is transferred, the succeeding landlord shall have a duty at the time of such transfer to provide Tenant with a Change of Ownership Form as provided for by Tenant, a completed IRS Form W -9, or its equivalent, and other related paper work to effect a transfer in Rent to the new landlord. Landlord's failure to provide the IRS Form W -9 within thirty (30) days after Tenant's request shall be considered a default and Tenant may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from Rent payments. [Execution Page Follows] Site N..: C453/No Seal Beech Ovly — C453 DAS ISE Bun #:845400 10 • IN WITNESS WHEREOF, Landlord and Tenant having read the foregoing and intending to be legally bound hereby, have executed this Agreement as of the day and year this Agreement is fully executed. &�Jx+- - Witness Site Nerve: C453/No Seal Beach 0v1y -0453 DAS ISE B.#;845400 LANDLORD: CITY OF SEAL BEACH, a municipal corporation under the laws of the State of California 13103MIR, IL0i�� TENANT: NCWPCS MPL 24 - YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company By: CCATT LLC, a Delaware limited liability company Its: Attorney In Fact Print Name: Usa A. Sedg ick Print Title: RET Manager Date: 3 �� V— V7 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. 343 6-CIVIL, A CERTIFIED COPY OF WHICH DECREE WAS RECORDED NOVEMBER 5, 1952 IN BOOK 2407 PAGE 87 OF OFFICIAL RECORDS. Site Name: C453/No Seal Beach Ovly — C453 DAS ISE Beek 845400 EXHIBIT "B" Leased Premises and Easements Site Name: C453/No Seal Beach Ovly —C453 DAS ISE B.N: 845400 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. 095420 -15 Prior recorded document(s) in Orange County, California: Recorded on January 3, 1994 at #94- 0001500 MEMORANDUM OF AMENDED AND RESTATED SITE LEASE AGREEMENT This Memorandum of Amended and Restated Site Lease Agreement is made effective this nfl, day of � —, 2017 by and between the CITY OF SEAL BEACH, a municipal corporation under the laws of the State of California (`Landlord ") and NC W PCS MPL 24 - YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by and through CCATT LLC, a Delaware limited liability company, its attorney in fact (collectively referred to as "Tenant "). Landlord and Tenant are the ultimate successors in interest to a certain Ground Lease dated August 23, 1993, by and between Landlord and Tenant's predecessor in interest, Los Angeles Cellular Telephone Company, a California general partnership, as amended (the "Original Agreement"), a memorandum of which was recorded on January 3, 1994 at Instrument No. 94- 0001500. Documentary Transfer Tax $ _ Computed on full value ofproperty _ Computed on full value less liens and encumbrances remaining at lime ofsale _ Computed on full value of lease surpassing the 35 -year term limit Computed on leased area of the property Signature of Declarant or agent — Firm Name Site Nome. C453No Seal Beach 0vly —C453 BAS 1SE 1 Business Unit 0. 8454M 9 0 2. Landlord and Tenant have entered into an Amended and Restated Site Lease Agreement dated Y�, 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. 10 /� 5. The initial term of the Agreement shall commence on[, 2017 and expire on Hatt 6k 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 u expiring on � I I q , 2047. 6. In the event of any inconsistency between this Memorandum and the Agreement, the Agreement shall control. 7. The terms, covenants and provisions of the Agreement shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of Landlord and Tenant. 8. This Memorandum does not contain the social security number of any person. 9. A copy of the Agreement is on file with Landlord and Tenant. [Execution Pages Follow] Site Nettie: C453No Seal Beech Wy —C453 DAS ISE 2 Business Unit N. 05400 0 0 IN WITNESS WHEREOF, hereunto and to duplicates hereof, Landlord and Tenant have caused this Memorandum to be duly executed on the day and year first written above. LANDLORD: CITY OF SEAL BEACH, a municipal corporation under the laws of the State of California dR'u [Acknowledgment Appears on Following Page] Site N—e: C453No Swl Beech O ly -0453 DAS ISE B.. Unit R: 845400 0 0 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 truthfidness accuracy, or validity of that document. STATE OF CALIFORNIA O 1 j ss. Ct COUNTY OF On 00g&,ja �.d"l before me � , VI r— 1 `c-1 , Notary Public, l DD personally appeared 4 I 1 �� l ii�'f a m who proved to me on the basis of satisfactory evidence to b he person(N whose namesO istar subscribed to the within instrument and acknowledged tome that-he /she /shay executed the same in his/her /their authorized capacity(i*, and that by,hie/herhfteir signatures on the instrument the persoraN, 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 V SIGNATURE OF NOTARY PUBLIC ROBIN LYNN ROBERTS COMM. #2078186 z i Notary Poblk . GlNania o Camm.TT 5 So . 13, 20 is (Seal) [Tenant Execution Page Follows] Sim Nemc. C453Mo Swl Beech Ovly —C453 DAS ISE Business Unit X 845400 TENANT: NCWPCS MPL 24 - YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company By: CCATT LLC, a Delaware limited liability company Its: Attorney In Fact By: Print Name: L 150 e Kic- Title: RFT Manager [Acknowledgment Appears on Following Page] Si¢ N. : C453Mo Scd Beech Ovly —C453 DAS ISE B.,ne.Unit #'. 8454W 0 0 State of Texas County of ai Be ON , Keiser McMiller , a Notary Pu ic, on this day personally appeared b15 me A- S4'YYcINk,K— !o'9w1 of CCATT LLC, a Delaware limited liability company, as Attorney in Fact for NCWPCS WL 24 - YEAR SITES TOWER HOLDINGS LLC, known to me (or proved to me on the oath of — or through driver's license, state id card, resident id card, military id card, or passport) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she/he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this _.16 day of kl(a� , 2017 -X/Z, - (Personalized Seal) Notary Public's Signature EL3ER RONE W,+ �'r�NOIOq POpl��- Comm Exn'o;` � NolarY I Myn Site Name: C453No Seal Beach Wy —C453 DAS ISE BuMneu Unit N'. 845" 0 0 EXHIBIT A (Legal Description of Owner's Property) THE LANDLORD'S PROPERTY OF WHICH THE PREMISES ARE A PART IS LEGALLY DESCRIBED AS FOLLOWS: ALL THAT REAL PROPERTY LOCATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, DESCRIBED AS FOLLOWS: PARCELS I AND 2 AS SHOWN ON A MAP FILED IN BOOK 15, PAGE 3 OF PARCEL MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, GAS OR OTHER HYDROCARBON PRODUCTS THEREUNDER, PROVIDED THAT THE OWNERS OF SUCH EXCEPTED PRODUCTS MAY NOT PERFORM ANY OPERATIONS ON THE SURFACE OF SAID LAND, SUCH AS DRILLING, EXPLORATION OR EXTRACTION OF SUCH MINERALS EXCEPT IN AREA "A" DESCRIBED IN THE FINAL DECREE RENDERED OCTOBER 6, 1948, IN THE DISTRICT COURT OF THE UNITED STATES IN AND FOR THE SOUTHERN DISTRICT OF CALIFORNIA, CENTRAL DIVISION, CASE NO. 3436 - CIVIL, A CERTIFIED COPY OF WHICH DECREE WAS RECORDED NOVEMBER 5, 1952 IN BOOK 2407 PAGE 87 OF OFFICIAL RECORDS. Site Name' C453Mo Seal Beech Wy —C453 DAS BE Bumen Unit M'. 845400