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HomeMy WebLinkAboutAGMT - COX California PCS Inc (211 8th St Lease Agreement) Oast . COMMUNICATIONS SITE LEASE AGREEMENT This COMMUNICATIONS SITE LEASE AGREEMENT("Agreement")is entered into this 28th day of May 1996,between COX CALIFORNIA PCS,INC., A DELAWARE CORPORATION ("Lessee") AND THE CITY OF SEAL BEACH("Lessor"). The parties hereto agree as follows: 1. 'jammikes. Lessor owns the real property legally described in Attachment 1 commonly known as 211 8th Street, 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, consisting of portions of the exterior roof surface and the clock tower including any applicable easements for access and utilities (the "Premises). 2. Use. 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 making 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. CQnditionn Precedcnt. 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. Igmi. The term of this Lease ("Term") shall be Fiyg (, _years commenting with the date of issuance of a local building permit allowing Lessee to construct its mobile/wireless communications facilities at 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 -fiye year optiong. 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 each Five (,.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. Rent. Upon the Commencement Date,Lessee shall pay Lessor,as rent,the sum of _One Thousand 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, scellpneotls. Rent shall be increased on each anniversary of the Commencement Date by an amount equal to Three percent (3%) 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 Dollars ($10,000.00) within thirty (30) days of receipt of the date of execution of this lease from the City. If said fee,in addition to any monthly 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 on 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. • • CIibPDF -www.fastio.com 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 on 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:'Any communications facilities Lessee constructs,maintains, or operates cxi the premises shall be screened from view as depicted on Attachment 2. 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. (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 c_cmmunication,5. Lessee's Facilities shall not disturb the communications configurations, equipment and frequency which exist on Lessor's Property cn the Commencement Date ("Pre-existing Communications"), and Lessee's Facilities shall comply with all non-interference rules of the Federal Communications Commission("FCC"). Lessor shall not permit the • • CIibPDF -www.fastio.com . • • • use of any portion of this parcel of Lessor's Property upon which Lessee's Facilities will be located 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. loxes. 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 an 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 'remises. 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 condemning 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 Scope of Insurance. 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). CIibPDF - www.fastio.com • • 3. Property insurance against all risks of loss to any tenant improvements or betterment's. (b) Minimum Limy of Insurance. Lessee shall maintain limits no less than: • 1. General Liability - $1,000,000 per occurzence 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 no coinsurance penalty provision. (c) Dedii tibles and aclf-Inlurgd 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) Qther Inswrance Proviai r4 . 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 ai 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 Qf 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 Lessor 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 endorsement 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. • CIibPDF -www.fastio.com . • • 13. Assignment: Lessee may assign this Lease at any time upon notice to Lessor. 14. Title and Quiet Enjoyment. (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 lenowledge no 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 ( min 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. 17. MiscellaneQ] •• (a) If any provision of the Lease is invalid or unenforceable with respect to any party, 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 an 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: u LESSOR: • • Cox California PCS,Inc. THE CITY OF SEAL BEACH 4 Executive Circle • - 211 Eight Street, Irvine, California 92714 • Seal Beach, California 90740 Attn: Property Manager Attn: City Manager (714) 660-0500 (310)431-4067 • • • • • CIibPDF -www.fastio.com • • 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'eitherparty 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 WITNESS WHEREOF, the parties have executed this Lease as of the date firstabove written. ATTEST WITNESS LESSOR • THE CITYSE BEA O By: /� e:L / / 9 • Name/Title: _Keith Till, City Manager TAX ID#: Date: _ June 10 . 1996 • ATTEST WITNESS - • • LESSEE: COX CALIFORNIA PCS,INC. • A DELAWARE CORPORATION By: "disorrst -- / � Date: 5-�utit- __—__ Name/Title: .2.[�del Vm - TAX ID#: Date: Gc%CAI' • • • • • • • • • • • • CIibPDF -www.fastio.com. - . Separator , L L 1 P1 - Landlord and Candidate Info I P4- Regulatory Compliance 1 13-Procurement and Payments r 0 SCIP(Candidate Package) _ NEPA Land Use Report and Backup docs ❑ Tower Quotation 2 RF Configuration Sheet 0 Phase 1 Environmental Site Assessment(ESA) 7GC-Uncond.Waiver&Release Upon Final Pmnt 3 1 u Primary Candidate Selection Form(Final RF App) _ Phase II ESA ❑ Sub-Uncond.Waiver&Release Upon Final Pmnt 4 1. 0 Search Ring Release Form 0 Legal Opinion-Environmental Review D Application for Final Payment s 1 ❑ P1 Photos 0 Sprint Risk Management Opinion-Environ.Review ❑ 13 Other/Miscellaneous s ❑ P1 Other/Miscellaneous L] Asbestos and Lead Based Paint Report L.14-Sitework Docs 2 r P2-Legal and Financial Docs 0 P4 Photos L Geo-Tech Report - Entry and Testing Agreement J P4 Other/Miscellaneous L Structure Backfill Test Results a Ground SLA and Amendments I P5-Ar&E 0 10 l - Tower SLA and Amendments 0 Land Survey - 0 Con.Field Control Testing Results(Tower Found.) t i ' 1 0 Water Tower SLA and Amendments Lj Final ZD's submitted with Application U Reinforcement Certification(mill certification) 12 i ❑ Roof Top SLA and Amendments LI Owner Approved Construction Drawings(CD's) IJ Site Resistance-to-Earth Test ,3 C. Repeater SLA and Amendments 0 P5 Photos • Waiver of 10-Ohm Limit +4 0 Build To Suit SLA and Amendments ❑ P5 Other/Miscellaneous ❑ Electrical Permit +s 0 Easement Agreements I P6- Misc. Correspondence Other Permits re ❑ Legal Opinion U Landlord Notices and Correspondence 14 Photos 17 ARecorded Memorandum of Agreement ❑ 'Letters(Certified/Fed Ex/Airborne) ' 0 14 Other/Miscellaneous 1e O Lease Management Form 0 Other Critical Letters,Memos,Faxes,&Emails ( 15-Completion Docs 19 • Revised Lease Management Form L1 P6 Other/Miscellaneous -. 0 As-Built Construction Drawings ' 20 SEU at Lease Printouts L 11 -Contractor and Bid Docs 0 Redlined Construction Drawings 21 O Certificate of Insurance J Bid Evaluation Form 0 Network Operations Handoff Acknowledgment 22 O Surety Bonds r Bid Form!Schedule of Values(for awarded bid) Certificate of Final Completion/Occupancy 23 L' Check Request a Job Site Construction Order(per site) 0 Final Site Inspection Punchlist 24 0 Landlord W-9 J List of Subcontractors ❑ Insp ection Report zs ❑ P2 Other/Miscellaneous ❑ NTP checklist • L3 Sweep Test Results 2e [1P3-Title/Land Use Permitting U 11 Other/Miscellaneous C Site Acceptance 27 L1 Title Report and Backup Documents I 112-Site Design Consent to Surety of Final Payment 28 EILegal Opinion.Title Review _ Structural Analysis(rooftop/colo/other) Q Construction Photos(15 Photos) 29 111 Title Curative Action Complete Memo ] Tower Loading&Structural Analysis(raw land) u 15 Other/Miscellaneous 30 0 Zoning Application and Related Does 0 Sgned,Stamped Tower&Foundation Drawings I 16-Misc.Correspondence 31 Zoning Approval Document — Signed,Stamped Construction Drawings ❑ vendor Correspondence 32 0 Conditions of Approval 0 12 Photos 0 Internal Memos 33 Die PA6121 n.. RECORDING REQUESTED BY, AND Recorded in the count WHEN RECORDED, RETURN TO: y of Clerk/Recorderlifornia Gary L. Granville, //II/I/llhiI/I//I/I///III//II/l/IIN/iIi///ujiiII 13,e0 Cox California PCS, Inc 19970064331 12:04pm 02/11/97 2646 Dupont Drive Ste. 20-608 . 004 7002873 07 17 Irvine, CA 92612 O'0030.00550 00 7.00 6.00 0.00 0.00 0.00 0.00 Attention: Robbie Frazier { • MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum ") is executed as of- yki �Oi�►� 1996,by and between THE CITY OF SEAL BEACH ("Lessor") AND COX CALIFORNIA PCS, INC., A DELAWARE CORPORATION ("Lessee"). P • RECITALS ZN\ Whereas, Lessor and Lessee have executed that certain Communications Site Lease Agreement ("Lease") dated as of June 10th, 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. Demise. 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. Expiration 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] WAIL TAX STAI'EMEP11S TO RETURN ADDflEBS ABOVE ClibPDF -www.fastio.com . i IN WITNESS WHEREOF, LESSOR and Lessee have duly executed this Memorandum of Lease Agreement as of the day and year first-above written. LESSOR LESSEE The City of Se 1 Beach Cox California PCS, Inc. By: By: ,:d., —_,44a7oir . Name: Keith R. Till Name: .S' '/I,, ' ;my� A� Title: City Manager Title: .6 A %:eddaj 'Q //Y,.-f, d STATE OF CALWORNIA ) COUNTY OF On ,�riv befor , personal appeare ,J_ - XJ personally known to me (or proved to me on the ba is 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 and and offici seal. JOANE.LEINLS coM.•lcaa5a3 No Public—Calltomla fi C '4} ORANGEcouMY Seal Signature: t�+►e�.,..,.,f.�„ln,.oets.19t (seal) - - - - -. I AIN - - - STATE OF CALIFORNIA COUNTY OF _CD 9-A G.t ) On ©c*i beat- S� 6 before me, � .ie... afrZ taiLi personally appeared, l Q. ble6 1Vx , personally known to me (or proved to me on the basis of satisfactory evident e) to be the person whose names (X) is/are-subscribed to the within instrument and acknowledged to me that he/she /tey executed the same ink /her/authorized capacity(ies) and that by • ..-kis7her/their signatures) on the instrument the person(4' or the entity upon behalf of which the persons) acted, executed the instrument. WITNESS My of • • eal. Signature: ( ‹L) -(Seal) • • .:. ROME tw FRAZER Commission i 1018821 Noicri Caltiofn10 •`t Wires Nov 29.1999 CIibPDF -www.fastio.com • LEGAL DESCRIPTION OF LICESOR'S pRQPERTX Lots Forty-Seven (47) and Forty-Nine (49) in Block One Fir1 Six (106) of Bay City, in the City of (-4-»1 rieach, Ccunty of Orange, State of California, as per map thereof remanded in Bock 3, Page 19 of Miscellareous [ -zs teoprtls of said Grange City. • ATTACHMENT 1 CIibPDF - www.fastio.com .