HomeMy WebLinkAboutOriginal Lease Agreement 3900 Lampson..
TO:
FROM;
DATE:
SUBJECT:
SITE NAME;
SITE 10:
'"
ATe LEASE TRANSl\fiTI'AL
SCOTT JOHNSON, ESQUIRE
ATCLEGAL
JM CONSULTING GROUP, INC.
APRIL 19, 1995
EASEMENT AGREEMENT
"OLD RANCH"
#25556
Essential terms are as follows;
1. Name of Landlord (i.e., the person{s) and/or entity leasing to ATC, Owner):
BIXBY RANCH COMPANY
Type of Entity (e.g., Corporate, Partnership, Trust, etc.) and state in which
filed, if applicable:
a. LIMITED PARTNERSHIP
(Type).,
b. CALIFORNIA
(State)
2. Name, Add!:~ss, Telephone Numb$r of Landlord's negotiator:
MR. TIM KING COMPANY
BIXBY RANCH
3010 OLD RANCH PARKWAY, STE.loo
SEAL BEACH, CA 90740-2750
Phone: (310) 493·1475
3. Landlord's Address and Telephone Number in the lease, for notices:
Same as above
Federal Tax IJ)# 33-0200049
"-...,.
4. Approximate square footage of lease premises and location:
900 sq. ft. OF EXTERIOR SPACE:
Site Address 3901 LAMPSON ROAD, SEAL BEACH
OLD RANCH TENNIS CLUB • PRIVATE
5. Lease Term:
Initial Term: FIVE years: Commencing UPON NOTICE OF
COMMENCEMENT OF CONSTRUcnON.
Options (number and length): TWO (2) FIVE YEAR omo.NS
6. Initial Rent and How Paid:
TEN THOUSAND ($10,000.00) DOLLARS per year, paid IN ADVANCE FOR
FIVE (S) YEARS.
7. CPI or PPI Adjustment:
Will rent be CPI!PPI adjusted? N/A Whlch index? NI A
How often (annually/etc.)? N/A Date of 1st adjustment N/A
Minimum/Maximum adjustments (yes/no)? N/A
8. ATC's Termination "for any other reason";
Does landlord apparently accept? YES, AT THIS TIME __
9. Use as "communication {adUty":
Does landlord apparently accept? YES, AT THIS TIME
10. Consent to assignment "not unreasonably withheld":
Does landlord apparently accept? YES
11. ATC's mutual release and casWllty language:
Does landlord apparently accept? YES, AT THIS TIME
12. Utilities:
Any understandings besides ATC's standard? NO
13. Recording:
Has landlord apparently agreed to record memorandum? YES
14. Lease Type;
Other Type Lease -SEE AT! ACHED AT! ACHED AS (AIRTOUCH AG)
Attached for your review are: (TBO: ''To Be Obtained"):
YES 1. A2 Package for ATC's leased prell'lises (to be lease Exhibit "A2")
showing (1) equipment space, (2) antl!llIlB. areas/configuration, and (3)
connecting cable route(s), and also showing (4) our easement for access
and utilities.
(IMPT; Ii landlord's property does not abut a public street, access has been explained
in a separate attachment.)
YES 2. Copies of the "Letter of Intent" and any other correspondence
indicating the landlord's positions on lease issues.
no 3. Any documents relating to the signature authority of the
landlord's representative. Forthcoming on April 24. 1995
(or) _ Atty to obtain.
N I A 4. A copy of the "Master Lease" (i.e., the landlord's lease, license or
permit) if the landlord does not own the property and ATC will be a
subtenant.
YES 5. Information regarding any other special requirements of the
landlord (e.g., requests to change ATC's form) or unique requirements
of the site. Describe on a separate sheet.
no
YES
6.
7.
Copy of Partnership Agreement, if applicable X Atty to obtain.
Copy of Draft Lease, if not AirToudt Standard Lease
__ Forthcoming on . 1995 (or) Atty to obtain.
For additional details, I may be reached at:
Negotiator's Telephone Number:
Wh vailable: M • F 8 am • 6 pm
Real tate r
IMCG Project Manager
(805) 898-8899 (Office)
(805) 898-9331 ( Facsimile)
(805) 680-Z5Z2. (Cell phong)
Larry Levine
ATC Real Estate Approval
,.
EASEMENT AGREEMENT
~hiSJ E;3ement Agreement: ("Agreement") is entered into as of "' .. v-, 1995, between Bixby Ranch Company, a Callrn~a limited partnership i "13ixby") and Los Angeles SMSA
Limited Partnership, a California limited p;'n-tnership i "AirTouch"),
with reference to the fol~owing:
A. Bixby is the owner of that certain real property known as
3900 Lampson Avenue, Beach, Cali , Assessor's Parcel NO.
130-014-07, more fully described on Exhibit "AI" ("Property").
B. AirTouch ires an easement of approximately 1400 square
feet over the Property for the construction and operation of a
communications facility together with an access easement and a utility easement.
C. The Facility Easement, the Access Easement and the
Utility Easement (defined below) are collectively to as
"Easements" and the Facility Easement Property, the Access Easement
Property and the Utility Easement Property (defined below) are
collectively referred to as "Easement Properties".
The pariies agree as follows:
1. Grant of Facility E:asemen!;. Bixby hereby grants to
AirTouch and AirTouch's partners, agents, employees, contractors,
subcontractors and vendors an easement in gross (the "Facility
Easement") of approximately 1400 square feet and more fully
described on Exhibit "A2" ("Facility Easement Property"). The
grant of the Easements and this Agreement shall be for an initial
term of ~en (10) years beginning on the Commencement Date (as
described in Paragraph 7 below), with .'In annual easement: fee of
Thirteen Thousand Dollars ($13,000.00) '("Annual Easement Fee"),
payable upon execution of this Agreement and on each ar.niversary of the Commencement Date.
The parties agree that the Annual Easement Fee shall be
adjusted on the sixth 16th) anniversary of the Commencement Date,
and on each annive.sary of the Commencement Date thereafter,
throughout the remainder of the term (including any option periods
exercised hereunder). On the sixth (6th) anniversary of the
Commencement Date, the Annual Easement Fee shall be adjusted by the
percentage change in the most recent published Consumer Price Index
(1982 1984 ~ 100) Urban Wage Earners and cal l'iorkers -Los
Angeles, Anaheim, Riverside ("Index") compared to the Index
published on the Commencement Date. On the seventh (7th)
anniversary of the Commencement Date, and on each anniversary of
the Commencement Date thereafter, throughout the remainder of the
term (including any option periods exercised hereunder), the Annual
IRV1!HILLl:':!'U'.JB I 60(>41l10.2-B -1-
• Easement Fee shall be adjusted by the percentage change in the most
recent Index to Index publi twelve (12) months
earlier. If the Index is discontinued or changed so that it is
impossible to Obtain a continuous measurement of price changes, the
Index shall be repl by a comparable government index. The
Annual Easement Fee so calCUlated shall in no event be lesS than
the Annual Easement Fee in effect immediately prior to such
"cijustment.
2. Scope of facility Easement. The facility Easement
Property shall be used by AirTouch and AirTouch's agents and
employees only to construct, maintain, secure and operate a
communications facility, including required antennas and antenna
support structures, in conformity with the ,specificat ,
and photo-simulations ("Plans"), which Plans are hereby approved by
Bixby, attached as Exhibit "A3" and incorporated into this
Agreement by reference. Bixby understands that AirTouch's initial
communications facility will consist of two (2) sectors with four
(4) antenna each; however, in accordance with Exhibit "A3",
AirTouch may increase the number of antennas on the sectors to
seven (7) without the consent of Bixby. All surface or
sUbsurface apparatus not contained in the Plans but which are
required by AirTouch in connection with the operation of the
facility require'Bixby's prior written consent, which consent may
not be unreasonably withheld. All consents requested by AirTouch
in writing shall automatically be deemed approved on the thirtieth
(30th) day after the date on which AirTouch submits such written
request to Bixby, unless Bixby provides written notice that such
consent is denied and the reasons therefor within such 30-day
period. At Bixby's request, AirTouch shall mark on the surface of
the Facility Easement Property the exact location of AirTouch's
actual or anticipated underground facilities. A security fence of
chain link or: similar construction shall be placed around the
perimeter of the Facility Easement Property. The security fence
will (1) be screened such that the contents of the Facility
Easement Property will not be readily visible through the fence,
and (2) only enclose the exclusive Facility Easement Property of
approximately 1400 square feet. AirTouch shall have access,to the
Facility Easement Property through the Access Easement Property 24
hours a day, seven days a week.
3. Grant gf Access Easement. Bixby hereby grants to
AirTouch a nonexclusive appurtenant easement (the "Access
'Easement") over and across that portion of the Property immediately
adjacent to the Facility Easement Property more fully described in
the Legal Description on Exhibit "A2" (the "AcceSS Easement
Property") .
4. Scope of Access Easement. The Access Easement shall be
used only by AirTouch and AirTouch's agents and employees for
ing~ess and for the purposes of the original construction of
the facility and thereafter for regularly scheduled inspection and
2
main~enance at the facility_ AirTouch's vehicles may be parked
immediately adjacent to the Access Easement as des
by Bixby only during times of inspection and maintenance.
5. Bixby hereby grants to
AirTouch an appurtenan~ easement "Utility Easement") over and
under the Property more fully described in the Legal Description on
Exhibit "A2" ("Utility Easement Property").
6. Scope of Utility Easem~nt. The Utility Easement shall be
used only by AirTouch and AirTouch's agents and employees to
construct, lay, install, operate, inspect, maintain, repair,
replace and/or remove, subject to the terms of this Easement
Agreement, the following:
a, AirTouch' s own underground cables, conduits and
pipes (the entire portion of which shall be located at least
forty-eight (48) inches beneath the surface of the Utility Easement
Property for primary services and thirty (30) inches beneath the
surface of the Utili.ty Easement Property for secondary
b. All subsurface apparatus required to be used in
connection with the operation of the cables, conduits and pipes;
provided, however, in no event shall such apparatus be located upon
the surface area of the Utility Easement Property without AirTouch
first obtaining the prior written consent of Bixby, which consent
may be withheld in Bixby's 801e and absolute discretion; and
c. In connection with the foregoing, AirTouch shall be
allowed to install, at its 801e cost and expense and in accordance
with applicable laws, a temporary power source in the Facility
Easement Property, or at another appropriate location on the
Property reasonably e to Bixby. Said power source must
removed no later than twelve (12) weeks after the commencement of
construction of AirTouch's communications facility. Bixby agrees
that if an unexpected event occurs (e.g., earthquake) that
interferes with the utilities available to service AirTouch's
communications facility, AirTouch may place a temporary power
source upon Facility Easement Property, or at another
appropriate location on the Property reasonably acceptable to
Bixby, and use such power source for the duration of such
interference.
7. Duration. The Easements and this Agreement shall
commence upon either (1) the d~y of the calendar month during
which AirTouch obtains all perm~ts necessary to build its
communications facility on the Facility Easement Property, or, at
AirTouch's option, (2) the first day of the calendar month
following the calendar month during which AirTouch obtained all
permits necessary to build its communications facility (the
"Commencement Date"). AirTouch will notify Bixby of the
Commencement Date when it obtains said permits. Subj ect to
-3-
•
AirTouch's right to extend the term of the Easements and this
Agreement, the Easements and shall automat Iv
terminate On that day vJhich is ten (10) years following the
Commencement Date.
Bixby grants AirTOUch the right to extend this Agreement
on the same terms and conditions for two additional five-year
periods the of the original ten (10) year term of this
Agreement by giving Bixby written notice of AirTouch's intention to
exercise its right to renew at least 90 days before the automatic
termination date. Annual Easement Fee adjustments shall be made
during any such additional period(s) in the manner described in
Paragraph 1 above.
Should this Agreement still be in effect at the
conclusion of the extension periods provided for herein, this
Agreement shall continue in force upon the same terms and
conditions except that the Annual Easement Fee payable during such
extension shall be one hundred twenty five percent (125%) of the
Annual Easement Fee due during the last year the t
available under this Agreement, for a further period of six (6)
months and for like periods thereafter, until and unless terminated
by either party by giving to the other written notice of its
intention to so terminate at least ninety (90) days before the end
of such additional period.
Immediately upon abandonment of
termination of this Agreement, AirTouch Shall
fully executed, recordable quitclaim deeds
Properties.
the Easements or
provide Bixby with
for the Easement
8. Airtouch's Use of Facility Easement. AirTouch covenants
and agrees that AirTouch shall use its best ef s to avoid
causing any damage to, or interference with, any improvements on
the Property not owned by AirTouch or any utility lines installed
under, across or within the Easement Properties, and to minimize
any disruption or inconvenience to Bixby and any person who
occupies the Property. AirTouch further covenants and agrees that
AirTouch, at AirTouch's sole cost and expense, shall removesll of
AirTouch's debris and garbage located on the Facility Easement
Property on a regular basis. AirTouch agrees that AirTouch, at
AirTouch's sole cost and expense, shall repair any damage caused by
AirTouch during construction and use of the Property.
9. AirTouch's ability to use the Easement
Properties s dependent upon AirTouch's obtaining all of the
certificates, permits and other approvals which may be required
from any federal, state or local authority. Bixby shall cooperate
with AirTouch, at no expense to Bixby, in its efforts to Obtain
such approvals and Bixby shall take no action which will adversely
affect the status of che Easement Properties with respect to
AirTouch's proposed uses.
• 10. Termination by AirTouch. If any application by AirTouch
for an approval is finally denied Or rejected, Or if any such
certificate. permit. license or approval is cancelled, expires,
lapses or is otherw.ise withdrawn Or terminated, or if, due to
technological changes Or for any other reason, AirTouch, in its
sole discretion, determines that it will be unable to Use the
Facility Easement Property for AirTouch's intended purposes, then
AirTouch shall have the right to immediately abandon the Easements
and terminate this Agreement upon receipt by Bixby of AirTouch's
notification. Notwithstanding the foregoing, during the five (5)
year period following the date of this Agreement, AirTouch's right
to terminate under this paragraph shall be available solely in Case
any application by AirTOUch for an approval is finally denied or
rejected, or if any such certificate, permit, license or approval
is cancelled, expires, lapses or is otherwise involuntarily
terminated and such cancellation, expiration, lapse or termination
cannot be reasonably avoided by AirTouch. Such termination and
abandonment shall relieve both parties of any further obligations
under this Agreement, although each shall continue to have its
remedies for any breach of a obligation which occurred prior to the
date of termination. AirTouch shall not be entitled to any refund
of the consideration previously paid to Bixby. Within 60 days
following the abandonment and termination of this Agreement,
AirTouch shall remove all of its property and fixtures and restore
the Easement Properties to their original condition, reasonable
wear and tear excepted.
11. Construction Work. AirTouch's construction work ("Work")
shall be performed in a timely manner pursuant to and in strict
conformity with the Plans. AirTouch represents and warrants that
AirTouch will pay for all permits and consents required and
Obtained in connection with the Work. The Work will be performed
and completed in a workmanlike manner and in compliance with all
applicable laws, statutes, ordinances and governmental rules,
regulations and requirements. The Work shall be at AirTouch's sole
expense and AirTouch shall maintain the Easement Properties in
reasonable condition during construction. AirTouch shall not
permit any claim, lien or other encumbrance arising from the Work
or AirTouch's use of the Easements to accrue against or attach to
the Property. Work may only be performed between normal business
hours, Monday through Friday.
12. Post Construction Work Duty to Repair, Replace and
Restore. AirTouch covenants and agrees that after the Work has
been completed, AirTouch will, at AirTouch's sole cost and expense,
promptly remove AirTouch's construction equipment and materials
from the Easement Properties and will repair, replace and restore
the Easement Properties to their condition as of the date of this
Agreement. The repair, replacement and restoration work includes,
without limitation, the repair or replacement of any structures,
driveways, fences, landscaping, utility lines, or other
improvements that were damaged, removed or destroyed by AirTouch.
rRV1:MILL~RDB / 5064810.2-B -5-
• AirTouch agrees that AirTouch, at AirTouch's sole cost and expense,
shall repair any damage caused by AirTouch during construction and
use of the Property,
13. Reservation of Rights to Use Easement Properties. To the
extent that use is not incompatible with AirTouch's use thereof,
and do not interfere with the operation of AirTouch's
communications facility, Bixby retains the right to use the
subsurface areas of the Utility Easement Property and the Access
Easement Property in such manner as Bixby shall deem proper. Bixby
specifically reserves the right to allow other utility lines to be
installed under, across, and within the Access Easement Property
and the Utility Easement Property, provided those utility lines do
not materially interfere with the installations of AirTouch or with
AirTouch's operation of its communications facility,
14. Relocation of Facility and Utility Easements. AirTouch
agrees that it will, from time to time, upon request ,of Bixby,
allow the relocation of the Facility and Utility Easements upon the
following terms and conditions,
a. Such relocation does not impair, or in any manner
alter, the quality of communications services provided by AirTouch
from the Property as existed before the date of the relocation;
b. Bixby and AirTouch shall have appropriately amended
this Agreement to terminate the existing Easement(s) and grant new
easements from Bixby to AirTouch for the relocated easement(s) and
the amendment shall have been recorded in the Official Records of
Orange County, California;
c. Bixby has agreed to pay for one-half (1/2) of all
the costs for the relocation of the Easement (s) and AirTouch's
communications facility to a new location on the Property. Bixby's
payment obligation under this subparagraph shall not exceed fifty
thousand dollars ($50,000.00);
d. The relocation is to be performed exclusively by
AirTouch or its agents; and
e. The relocation does not result in any interruption
of the communications service provided by AirTouch on the Property.
15. Relocation of AcceBs Easement. Bixby shall have the
right to alter or improve the Access Easement Property, or to
relocate the AcceSB Easement without first obtaining AirTouch's
prior written consent if, and only if, all of the following
conditions are first satisfied:
a. The alteration or improvement of the Access Easement
Property or the relocation of the Access Easement does not
IRV1:MIL~ERDB I 6064elO.~_B -6-
unreasonably limit access c~ incr~a5e the distance to the Facility rty,
b. Bixby has pl'ovided AirTouch with notice of Bixby's
intent to alter or improve the Access Easement Property, OJ; to
relocate the Access 8asement at ceast 30 days before commencing
those alterations, irnprove:-nents, 0::-relocationj provided, however)
in the event; of , Bixby may alter or improve the Access
Easement Property upon providing AirTouch with such notice as is
reasonably practical under the circumstances.
c, All required permits and consents have been acquired
from all appropriate governmental entities in connection with the
alterations, improvements, or re ions,
d. The altered, improved, or relocated Access Easement
will have a width that is substantially similar to, or wider than,
the width of the Access Easement before the alteration,
improvement, or relocation.
e. When the Access Easement is being relocated, Bixby
and AirTouch shall have executed an amendment to this Agreement
amending the definition of the Access Easement Property to be that
real property on' which the Access Easement is relocated and that
amendment shall have been recorded in the Official Records of
Orange County, California.
If all of the foregoing conditions are not satisfied,
Bixby may alter, improve or relocate the Access Easement only upon
first obtaining the prior written consent of AirTouch, which
consent shall not be unreasonably withheld.
16. AirTouch shall pay any increases in real property
taxes levied against the Property as a result of the improvements
constructed by AirTouch on the Easement Properties. AirTouch will
not be responsible for any increases in real property taxes which
are a result of reassessment of the Property due to any sale or
transfer of ownership.
17. Utilities. AirTouch shaH be responsible d:i.rectly to the
serving entities for all utilities required by AirTouch's use of
the Easement Properties.
18. Hazardous Substances. Bixby warrants and agrees that
Bixby nor, to Bixby's knowledge, any third party has used,
generated, stored or disposed of, or permitted the use, generation,
storage or disposal of, any Hazardous Materials (as defined in
Paragraph 18.B.) on, under, about or within the Easement Properties
in violation of any law or regulation. Bixby and AirTouch each
agree that they will not use, generate, store or dispose of any
Materials on, under, about or within the Easement
Properties in violation of any law or regulation.
Bixby and AirTouch each agree to defend and indemnify the
other and the other's partners, affil ,agents and employees
against any and all losses, liabilities, claims and/or Costs
(including reasonable attorneys' fees and costs) arising from any
breach of any warranty or agreement contained in Paragraph lB'A.
As used in Paragraph 18 .A., "Hazardous Materials" shall mean any
substance, chemical or waste that is identified as hazardous, toxic
in any appl , state or 1 law or
(including petroleum and asbestos) .
19. Each party hereby indemnifies the other and
the other's partners, affiliates, agents and employees against and
holds the other and all such persons and entities harmless from any
and all costs (including reasonable attorneYS' 8 and costs) and
claims of liability for or loss from personal injury and/or
property damage to the extent such claims result from or arise out
of the use and/or occupancy of the Property by such indemnifying
party. Notwithstanding the preceding, this paragraph shall not;
apply to any claim arising from or in connection with any negligent
or intent conduct of indemnified party or of any agent,
servant or employee of such party.
20. Insuranc~. AirTouch represents that it now carries, and
it will continue" during the term of this Agreement to carry, as a
minimum: Workers' Compensation, Comprehensive General and
Contractual Liability and comprehensive Automobile Liability
insurance in the following amounts:
Workers' Compensation
Statutory
Employer's Liability
Comprehensive General Liability
(including Blanket Contractual
Liability Insurance)
Bodily Injury
Property Damage
Broad Form Property Damage
( Included)
Personal Injury
Comprehensive Automobile Liability
Bodily Injury
tRVlrMILLERD8 I 60GI/,!l1,().';l-B -8-
Limits of Liability
$ 500,000
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each aggregate
$ 500,000 each occurrence
$ 500,000
$ 300,000 each person
• $ sec/oDD oach occurrence
Propert:y Damag" $ 180,0000
CertificatBs
furClished too
following,
(1)
of all
Bixby.
insurance provided by AirTouch shall be
Such copies of sertificat~s shall include the
Name of insurance company, policy number and
expiration date;
(2) The coverage required and the limits on each,
including t.he amount: cof deduot ibles o. sel f -insured retent:ions
(which shall be fa. the accounC of AirTouch)
(3)
thirty (30)
modifioation
inte.est;
A staCement indicating chac Bixby shall .. ,ceive
days' notice of cancellat:ion or significant
of any of the polici"s which may aff"ct Bixby's
(4) A stacemenc confirming that
addit:ional insured (except for Workers'
policies i and
Bixby has been named an
Compensation) on all
(5) A statement confi.ming that Bixby, its agents and
employe"s hav" b"en provided a waiv"r of any rights of subrogation
which AirTouch may have against them.
21. Bixby's Self Help Rem"dy. If AirTouch fails to pay any
installment of consideration o. fails to perform any obligation set
forth in this Agr"ement, Bixby shall have the right. but not the
obligation, upon ten days' written notice to AirTouch (unle ....
within that ten-day period Ai.Touch shall cur" the default, or in
t:h" case of a default whiCh by its nat:ure cannot be cured within
that ten-day p"riod, Ai.Touch shall commence che curing of the
default within that of the defaUlt ten-day period, and thereafter
shall diligently prosecuce the curing of the default to completion)
to terminate all Easements and/or to perform the obligation and be
.eimbursed for the .easonable cost: of that pe.formance by AirTouch
within t:en day .. afte •• eceipc of a statement therefor along with
any documentation substantiating the costs incurred by Bixby;
provided, however, in the event of an emergency, Bixby may take
such action to cure a non-monetary default without notice to
AirTouch. Thereaft:er, interest shall acC.ue upon any unpaid
amount:s at a rate of ten pe.cenc (10~) per annum. If there occu.s
an Event: of Default by Ai.Touch, Bixby shall not have the right,
prior to t:he termination of this Ag.eement by a court: of competent
ju.isdiction, to re-enter che Facility Easement Prope.ty and/or
remove persons or property f.om the Facility Easement Property.
22. AirTouch's Self Help Remedies. If Bixby fails to perform
any of Sixby's obligations under chis Agreement, AirTouch shall
IRVI ;MILt.Efl;DB I 6clEl4.91C .2-B -9-
have the l-ight, b'.lt not the obligation, upon ten days' written
not to Bixby (unless within that ten day period Bixby shall cure
the default, Or in the case of a default which by its nature cannot
be cured within that ten-day period, Bixby shall commence the
curing of the default within that of the default ten-day period,
and ,hereafter shall diligently prosecute the curing of the default
to completion) to terminate all Easements and/or proceed to take
such action as shall be to cure t default, all in the
name Bixby and for the account Bixby; provided, however, in the
event of an emergency, AirTouch may take such action to cure the
de without not to Bixby. AirTouch agrees in the event of
a default or dispute, AirTouch shall have no right to file a notice
of pendency of action pursuant to CalifQrnia Code of Civil
~~~~~!±~ and that AirTouch's remedies shall be limited to a
unctive relief or damages.
23 Quiet Enjoyment and Bixby's Non-Im;erference. Bixby
warrants and agrees that AirTouch, upon paying the. rent and
performing the covenants herein provided, shall peaceably and
quietly have and enjoy the Easement rt Bixby shall not
cause or permit any use of the Property which interferes with or
impairs the quality of the communications services being rendered
by AirTouch from the Facility Easement Property. Bixby agrees that
no other antenna (s) shall be erected upon any portion of the
Property without AirTouch's prior written consent, which consent
may only withheld if such antenna(s) would interfere with or
impair the quality of the communications serviCes being rendered by
AirTollch from the Facility Easement Property. If AirTouch
withholds its consent, shall cooperate with Bixby, at no cost to
AirTouch, to find another location on the Property which is
suitable for said antenna(s) and does not interfere with or impair
the quality of the communications being rendered by
AirTouch from the Facility EaSement Property. Notwithstanding
anything to the contrary that may be contained elsewhere in this
Agreement, if a third party not on the Property causes any
interference with or impairment of the airwaves from the monopole,
other than interference or impairment that is temporary and not
repetitive ln nature, which reduces the quality of the
communications services being rendered by AirTouch from the
Facility Easement Property, AirTouch may immediately terminate this
Agl."eement. For purposes of the immediately preceding sentence,
Bixby acknowledges and understands that any physical obstruction of
AirTouch's antenna(s) may interfere with such airwaves and, hence,
reduce the qual i ty of the communications services being rendered by
AirTouch.
24. Not Assignable. This Agreement may not be assigned
without Bixby's prior written consent, which consent shall not be
unreasonably withheld_ Any purported assignment of this Agreement
or any interest therein without Bixby's consent shall be void, of
no force and ef and 1 constitute a non curable default
hereunder. Notwithstanding the foregoing, however, AirTouch shall
IRV1,MILLSRP6 I 606~alO.2-e -10-
not require Bixby's consent in order to assign this Agreement, or
to assign the rights granted under this Agreement to all or any
portion of the Easement Properties, to AirTouch's general partner,
AirTouch Cellular, or to any "affiliate" of AirTouch cellular, or
to any partnership in which AirTouch Cellular or any "affiliate" of
AirTouch Cellular participates. AS used herein, an "affiliate" of
AirTouch Cellular shall mean any entity which controls, is
controlled by, or is under common control with AirTouch Cellular.
25. Sale or Transfer by Bixby. Should Bixby, at any time
during the term of this Agreement, sell, lease, transfer or
otherwise convey all or any part of the Property to any transferee
other than AirTouch, then such transfer shall be under and subject
to this Agreement and all of AirTouch's rights hereunder.
26. Representations and Warranties. Bixby represents and
warrants that Bixby is the fee owner of the Property, and that
there are no undisclosed liens, judgments or impediments of title
on the Property that would affect this Agreement. Both parties
represent and warrant to the other that they have full authority to
enter into and execute this Agreement.
27. Notice. Any notice required or authorized under thilO!
Agreement shall be in writing and shall be effective upon receipt
when deposited in a United States mail depository, postage prepaid,
certified or registered mail, addressed as follows:
To Bixby:
To AirTouch:
With a copy to:
Bixby Ranch Company,
a California limited partnership
3010 Old Ranch Parkway, Suite 100
Seal Beach, CA 90740
ATTENTION: Controller
(3l0) 493-1475
LOS Angeles SMSA Limited Partnership
c/o AirTouch Cellular
3 Park Plaza
Irvine, CA 92714
ATTENTION: Supervisor, Property Management
(714) 222-76l2
c/o AirTouch Cellular
3 Park Plaza
Irvine. CA 92714
ATTENTION: Legal Department
(714) 222-7174
Either party may change its address for purposes of notice
hereunder by notice to the other party given in the foregoing
manner. Any payment required from AirTouch under this Agreement
shall be made payable to the person listed above to whom notices
are sent.
-11-
28. Attorne~s' Fees. If either party shall file any action
or bring any proceeding against the other party arising out of this
Agreement or for the declaration of any rights hereunder, the
prevailing party therein (as such party is determined by a court,
an arbitrator or by settlement) shall be entitled to recover from
the other party all costs and expenses, including actual attorneys'
, incurred by the prevailing party. Such attorneys' shall
be deemed to have accrued on the commencement of such action or
proceeding and shall be paid whether or not such action is
prosecuted to judgment.
29. Se~erabilit~. If any provision of this Agreement, the
deletion of which would not adversely affect the receipt of any
material benefit by either party herein, shall be held invalid or
unenforceable to any extent, the remainder of this Agreement shall
not be affected thereby and each term and provision of this
Agreement shall be valid and enforceable to the fullest extent
permitted by law.
30. Complete Agreement. This Agreement supersedes any prior
agreement and understanding between the parties regarding the same
subject, whether oral or written. No modification, termination or
attempted waiver of this Agreement or any provision contained
herein shall be valid unless in writing, signed by the other party
against whom such modification, termination or waiver is sought to
be enforced.
31. Governing Law. This Agreement shall be construed under
the laws of the State of California.
32. InterpretatiQU. The parties agree that this Agreement
shall not be construed either for or against either party.
33. Dedication. Nothing contained in this Easement Agreement
shall be deemed a gift or dedication of any portion of the Easement
Properties to the general public or for the general public or for
any public purpose whatsoever.
(Intentionally Left Blank]
IRVl:MILLERoe I 6a~'810.2-8 -12-
J4 _ Concur.r'er,-::]. '.vith the eXecution of this
a Clotary and i ver to
of Easement Agl-eement I' in the
reerrlerlt, shall e:,ecute be
J:. .. iy-Tollch for re:co:r:ding a IIMemor,:~ndum
form of the attached ~xhiblt "8,"
Dated:
Dated:
()lVl.(>'!!LLERDB I '1064UO.2·B
BIXBY RANCH COMPANY,
a California Lim~ted Partnership
Ey: Bixby Management Corporation,
a Delaware Corporation, its
Managing General Partner
ab,'Qc-"""""'-(,:~". ~ tY"'~ ~~ .. (U ,r.
Il~~
LOS ANGELES SMSA LIMITED PARTNERSHIP,
a California Limited Partnership
By: AirTouch Cellular, a California
Corporation, its General Partner
,y,~{2~
Its: Vice Preside,#"~~
Its:
-13
EXHIBI'::--"Alil
DESCRIPTION OF BIXBY PROPERTY
THAT PORTION OF SECTIONS 31 AND 32 IN TO'INSIUP 4 SOUTH, RANGE II WEST, IN THE
PANCHO LOS l'>LAMITOS, CITY OF SEl'>L BEACH, COUNTY OF OPANGE, STATE OF CALIFOIl.NIl'>,
AS PER MAP FILED IN DECREE OF PARTITION IN 7HE SUPERIOR COURT OF LOS ANGELES
COUNTY, CALIFORNIA, CASE NO. 13;27, A CERT1FIED COpy OF THE FINAL DECREE OF S~ID
CASE HAVING BEEN RECORDED FEBRUARY 2, 1e~1 :~ BOOK 14, PAGE 31 OF DEEDS OF SAID
ORANGE COUNTY, DESCRIBED AS FOLLOWS,
BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF PARCEL 1 OF THE LAND
DESCRrijED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED FEBRUARY 2, 1960 IN
BOOK 5082, PAGE 307 OF OFFICIAL RECORDS WITH THE SOUTHEASTERLY LINE OF LAMPSON
AVENUE, 80.00 FEET WIDE, AS DESCRIBED IN THE DEED TO THE CITY OF SiAL BEACH
RECORDED APRIL 7, 1965 IN BOOK 7475, ~AGE 46 OF OFFICIAL RECORDS, SAID POINT
BEING THE BEGINNING OF A CURVE IN SAID SOUTHEASTERLY LINE, CONCAVE NORTHWESTERLY
HAVING A RADIUS 01" 1040.00 FEET A RADIAL TO SAIl) POINT BEARS SOUTH 0,' 11' 56"
WEST; THENCE NORTHEASTERLY 930.35 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 51' 15' 17"; THENCE NORTH 3a' 55' 39" EAST 1.45.00 FEET ALONG SAID'
SOUTHEASTERLY LINE TO THE WESTERLY CORNER OF PARCEL 3 OF THE LAND DESCRIBED IN
THE DEED TO THE CITY OF SEAL BEACH RECORDED JULY 1., .965 IN BOOK 7594, PAGE 609
OF OFFIC±AL RECORDS; THENCE NORTH 89' 08' 14" IQ\ST 39.05 FEET ALONG THE SOllTHElU,Y
LINE OF SAID PARCEL 3 TO THE SOtmlWESTERLY LINE OF PARCEL 2 DESClIIBEO IN SAID
DEED: THENCE SOUTH 51' 03' 21' EAST 89.94 FEET ALONG SAXO SOutHWESTERLY LINE TO
THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIOS OF 430.00 FEET:
THENCE SOUTHIQ\STERLY 282.49 FEET ALONG SAIO CURVE THROUGH A CENTRAL ANGLE OF 37'
39' 25" TO A POINT TO WHICH A RADIAL BEARS SOUTH l' U' 14" WEST, SAID POINT
BEING THE BEGINNING OF A CURVE IN THE WESTERLY LINE OF PARCEL 1 OF THE LAND
DESCRIBED IN THE DEED TO THE CITY OF SEAL BEACH RECORDED MARCH 13, 1968 IN BOOK
8541, PAGE 859 OF OFFICIAL RECORDS, SAID CURVE BEING CONCAVE SOtmlWESTERLY HAVING
A RADIUS OF 15.00 FEET: THENCE SOUTHEASTERLY 23.27 FEST ALONG SAID CURVE THROUGH
A CENTRAL ANGLE OF ea' 53' 42"; THENCE SOUTH O' 11' 56" WEST 220.78 FEET ALONG
SAID WESTERLY LINE TO THE B~GINNING OF ~ CURVE CONCAVE WESTERLY HAVING A RADIUS
OF 40.00 FI!IlT; THENCE SOUTHERLY 21.49 FEET ALONG SAIn CURVE THROUGH A CENTRAL
ANGLE OF 30" 41' a)" TO THE BEGINNING OF A REVERSE CURVE CONCAVE EASTERLY HAVING
A RADIUS OF 70.00 FEET: THENCE SOUTHERLY 109.69 F~ET ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 8S0 47' 00" TO SAID NORTHERLY LINE OF THE LAND OF THIl STATE OF
CALIFORNIA; THENCli: NORTH 89· 46' 04" WEST ~ONG SAID NORTHERLY LINE TO THE POINT
OF BEGINNING.
EXHIBIT "A2"
DEPICTION AND DESCRIPTION OF THE cASEMENT PROPERtIES
\95\02 7\95027A.LEG
July ll, 1995
Facility Ea~ement property
LEGAL DESCRIPTION rOR
OtD RANCH CELLULAR SITE
A portion of Section 32 in Township 4 South, Range L1 West, in
the Rancho Los Alamitos, City of Seal Beach, County of Orange,
State of California, as per Hap filed in Degree of Partition in ~h8
superior court of Los Angeles county, State of California, Ca.se No,
13527, a certified copy of the rinal DeorQe of said CAse having
been recorded February 2, 1891 in Book 14, page 31 of Deeds of Said
orange County, described ae follows:
Commene1ng at the Centerline intersection of Almond Ave and
Aster Street, said point bea):'s South 0·11'56" Wast, 394.09 feet
(393.~5 feet per Tract NO. 6177) from the Baginning of a 1~0 foot
radius ourve as shown on Tract No, 5177 filed in Sook 246 pages 14
through 16 of Miscellaneous Maps, Records of said County of'Orange;
thence along ·the Southerly projection of said centerline of Aster
Street, South O· 11' 56" West 15.00 fll!et to the Northerly line of
p,u'eel 1 of the land described in the Deed to the SUte of
California recorded February 2, H60 in Book 5092, Page 307 of-
Official Reeor4s, as shown on Said Tract No. 6177; thence alon~
said Northerly line, North 99· 48' 04" West, 59.60 feet to the TRUE
POINT OF SEGlNNING; thanee oontinuing along said Northerly line,
'Nor1;h 8~' 48' 04" "'elilt, 85.40 fellt; thence laaving said Northerly line North O' 12' 01" ~astl 21.14 fillet to the Southerly limits of
'l'lIInnis Court 7 of the Old Ranch Tennis ClUb, thence along th ..
Southerly end Easterly limits of Said Tennis Court 7 the following
three eourses, South a 9' 46' 55" East, 61.90 feet; thence North
44" 05' 33" East, 8.28 fait; thence North O' 14' 24" Eftst, 37.92
feet; thence leaving the limits ot said Tennis court 7, South a9"
4S J 36" East, Iii. 70 feet to a line Which bears North o· 42' 36"
West from the TRUll: POINT OF Il>!GINNXNG; thance along said Une
South 0° 42' 31S" East, 65.00 feet to the TRUll: I?OINT OF BEGINNING.
Access Basement pr~rty and Utility Easement Prgpertl' Tog.t~r w1th the ri~~,of ingress and !lgress, and utilities
(both private and pub11c~m the Eftsterly Boundary of the above
described property to Aster Street as shown on the afor.~aid Tract
No, 6117.
The above described land being subject to the Covenants, Conditions, Rastrietions and Easement. of regord.
Old Ranch Tennis Club
3900 tllmpson
Seal Seach, Calif.
B.h:ley Ranch Company, A CaUl. Lim1ted partnanhip
~PN lJO-014-07 .
Chicago ~itle Company Report no. 825550 4
TI<I15 U:GA~ CESCAIPTION WM r~'-PARED I!Y ME
O~ UNOEn MY Ola::t:r10,j "' . '., ~'::.II\I'ICE WitH :THE
L'.N!> tURVC'(";" J\~r.w~ 19 "1> . ,..;;:::;?~. --. ~
16:02 OLD COAST SLFl1..IE'fING 619/'758-'7733
~.;re ~
P. A. Pll(E, PiS 5170
/
...
..........
!:!:: -.....
TENNIS COURTS
(COURT 7)
S 89'~5'36' E
..... 16,70' • ~N • en .... -,... b .....
JM CONSUL TKNG GROUIP, INC,
3820 ST A TIE STREET. SUrflE 200
SANTA !BARBARA, CA 93105
OLD RANCH
TENNIS FACILITY AT OLD RANCH COUNTRY CLUB
SEAL BEACH, CALIF,
, ,
15.00'
/
/
I i
.I /
o ~~~~~~~~~~~ ____ ~
z a5.~O' 59,60'
S IJ'11'56" w
N 8'148'04' 'II N 89' 48'04' 'II
OLD RANCH CELLUlAR SITE
00 It WI
SEC 32
T4S Rl1W
SCALE 1"=80'
OLD RANCH TENNIS CLUB
TENNIS COURTS
(COURT 7)
8 FT, flT. MASON WALL __ --
iliE BASIS OF 8Eo\RIN(;S FOR THIS SURVtI' IS THE CENTERLINE
OF' ~Sn:R STREET ~ SHOWN ON TIU.CT No, 6 m
IE -N 1J'I1'56' E
DOPS LOC.
I
lO' i IU
ttl g:
VI
"" ..... ~
I i
I
I
TRACT
NO.
6177
FNO SOLT
15,00'
N G'lt'S6' (
Exhibit A3
E!§! MiAllON
t • ''''_ SQUTH ELEyATION
i .....
-)
NQf!!!1 ElE'lA!!QN ruT MiAnON r • 'iii' i .;:0;
S£CTJON SECTION
QIII' .t ... .. r .. ...,