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HomeMy WebLinkAboutAGMT - STC One/Global Signal Acquisitions (Cell Site) GROUND LEASE (Building and Antennae to be Constructed] THIS GROUND LEASE ( "Lease ") is dated for reference purposes only this 23rd day of August,1993 by and between the City of Seal Beach, California, a municipal corporation ( "Landlord "), and Los Angeles Cellular Telephone Company, a California general ( "Tenant "). WHEREAS, Landlord is the owner of certain real property in the City of Seal Beach, County of Los Angeles, State of California, commonly known as 3131 Beverly Manor Road, Seal Beach, at the rear of fire station 48, and more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property "). WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the Property shown as cross - hatched on the plot plan of the Property attached as Exhibit "B" hereto and made a part hereof showing in addition a description of Tenant's "Easements," as defined below, - (collectively, the "Premises "). WHEREAS, Tenant requires certain easements in order to make the Premises suitable for Tenant's use and Landlord desires to grant to Tenant, as part of the Premises, the Easements - _described in Paragraph 3, hereinbelow. NOW, THEREFORE, Landlord hereby leases the Premises and grants the Easements to Tenant on the terms and conditions hereinafter set forth. 1. Term and Commencement. This-Lease shall be for an Initial Term commencing on September 1, 1993 ( "Term Commencement Date "), and ending five (5) years thereafter ( "Initial Term "). Notwithstanding the foregoing, it is understood and agreed between the parties that Tenant's use of the Premises is contingent upon Tenant obtaining all necessary governmental approvals and permits to allow it to construct and operate the "Communications Facility," as such term is defined in Paragraph 7 hereinbelow, on the Premises. The period of time from the Term Commencement Date to the date on which Tenant has obtained all necessary governmental approvals and permits and has provided Landlord written notice of the commencement of construction of its Communications Facility, as provided below, shall be called the "Permit Phase." In no event shall the Permit Phase extend beyond 60 days after Term Commencement. The period of time from the date of the written notice by Tenant to Landlord of the ,,i-,: %�i commencement of construction of the Communications Facility to �_' the expiration of the Term of this Lease, as same may be !r extended, as provided below, shall be called the "Operational Phase." 'r MUM LANDLORD TENANT E.. ( . (• 2. Additional Terms and Renewals. Landlord hereby grants to Tenant a single option to extend the Initial Term for one (1) additional period ( "Option Term"), of five (5) years on the same terms and conditions set forth in this Lease for the Initial Term, except that the monthly rent for the Option Term shall be determined as provided in Section 5 of this Lease. Such option shall be automatically exercised by Tenant unless Tenant gives Landlord written notice at least three (3) months before the expiration of the Initial Term of Tenant's desire to terminate this Lease, otherwise, upon such automatic extension, such Option Term shall become part of the Initial Term. The Initial Term and any Option Term shall be referred to herein individually and collectively as the "Term" of this Lease. The Landlord and Tenant may, but are not required to, agree to extend this Lease, after the Initial and Option Terms, upon such terms and conditions as may be mutually agreeable. Any reference herein to "Additional Terms" shall refer to such additional terms as may be agreed upon by the parties hereto. 3. Easements. Landlord hereby grants to Tenant as easements appurtenant to the Premises the following easements: (1) a nonexclusive, perpetual easement for vehicular and pedestrian ingress and egress to and from the Premises twenty -four (24) hours a day, seven (7) days a week as shown and marked "Access -Easement" on Exhibit "B" attached hereto, (ii) a non - exclusive, perpetual easement for the installation and /or use of sub - surface utility lines, including, without limitation, electrical, water, gas,\telephone, power, drains and /or sewer pipes located or to be located under, across and through those portions of the Property as -shown and marked "Sub- Surface Utility Easement" on Exhibit "B" attached hereto, and (iii) access to unassigned parking space(s) as shown and marked "Non- Assigned Parking Space(s)" on Exhibit "B" attached hereto (individually and collectively, the "Easements "). The Easements shall include placement and traffic of such trucks, vehicles and heavy or other construction or repair machinery on the Property from time to time as may be necessary or appropriate for the construction, installation, operation, maintenance, replacement and /or removal of the Communications Facility. Tenant shall promptly repair upon written notice by Landlord to Tenant all damage to the Property, if any, directly caused by Tenant's construction or use of the Easements to the condition that existed immediately prior to such damage; provided, however, that Tenant shall not be liable to Landlord or any such other person or entity entitled to use the Property on which the Easements are located for any consequential damages, including economic loss, attributable to such use, damage or repairs. To the extent that the Easements and improvements thereon are constructed or used by Tenant exclusively, and except for such maintenance necessitated by the use or negligent misuse of the Easements by Landlord and /or Landlord's assigns, independent contractors, agents and /or invitees, Tenant shall maintain during the Term of this Lease the Easements and all improvements thereon in good condition and repair, free and clear of any obstructions and other hazards to persons entitled to use the Easements. In connection with the foregoing and for the purposes of either (i) obtaining the necessary governmental permits and approvals for the TENANT construction, operation and /or maintenance of the Communications Facility or (ii) serving the Premises with any necessary or appropriate utilities in connection with the installation, construction, operation and /or maintenance of the Communications Facility, Landlord shall upon Tenant's request enter into agreements or shall hereby authorize Tenant to enter into agreements with and grant easements (in the locations of the Easements shown on Exhibit "B ") to any public authority and /or public utility which are necessary or appropriate for Tenant's use of the Premises for installation, construction, operation, and /or maintenance of its Communications Facility as provided herein. In addition, notwithstanding anything to the contrary contained in this Lease, Tenant shall have the absolute right to assign its rights to the Easements, in whole or in part, without the consent of Landlord to any third party, including, without limitation, to Tenant's contractor(s), as necessary or appropriate to facilitate Tenant's use and enjoyment of the Premises. Except as otherwise designated on Exhibit "B," the term of any easement or other interest granted hereunder shall be perpetual. Landlord shall promptly execute, acknowledge and deliver to Tenant within five (5) business days after request therefor by Tenant all documents, agreements or instruments which are reasonably necessary or appropriate to effectuate the purposes described in this Paragraph 3. The Easements shall be part of the Premises so long as this Lease is in full force and effect and Premises, as that term is used in this Lease, shall include by definition the Easements. Tenant, subject to Landlord's right of reasonable approval, shall have the right, at tenant's sole cost and expense to relocate the Easements provided herein-so long as such relocation will not adversely affect the Landlord's or the public's use of the Property. 4. Permit Phase Termination. Landlord understands and agrees that Tenant's ability to use the Premises is contingent on the Premises and the Easements being suitable for Tenant's intended use from both an economic and technical engineering basis, and on J Tenant's ability to obtain and maintain all required governmental permits and approvals. In the event that during the Permit Phase Tenant, in its sole discretion, determines that the Premises and /or the Easements are or have become unsuitable and /or any required governmental permits or approvals cannot be obtained or maintained and /or the cost or effort required to obtain and /or maintain such governmental permits and approvals is or has become, in Tenant's judgment, economically impractical, then Tenant shall have the right to terminate this Lease upon written notice to Landlord not less than ten (10) days prior to the end of the Permit Phase. 5. Rent. (a) Initial Monthly Rent. Concurrently with the execution of this Lease, Tenant shall pay to Landlord the sum of Two Thousand Dollars ($2,000.00) as payment in advance for two (2) months Rent during the Permit Phase of this Lease. In the event of termination by Tenant during the permit phase, all sums theretofore paid by Tenant to Landlord as Rent during the Permit Phase shall remain the property of Landlord. Tenant shallue /% =r LANDLORD„ TENANT Landlord written notice upon commencement of construction of the Communications Facility on the Premises, and the date of said notification shall become the commencement date of the Operational Phase of this Lease ( "Operational Phase Commencement Date "). A copy of written notification shall be attached hereto for future reference regarding the anniversary date of the commencement of payment of Operational Phase Rent. Beginning with the first day of the first rental month following the Operational Phase Commencement Date, Tenant shall pay to Landlord monthly Rent in the sum of One Thousand Dollars ($1,000.00) per month in advance on the first day of each and every month during the Term as such amount may be increased or decreased as hereinafter provided. (b) Periodic Adjustment. The monthly rent described in section 5(a) shall be adjusted at the commencement of the second year of the Term and every year thereafter ( "the Adjustment Date ") as follows: The base for computing the adjustment is the Consumer Price Index for All Urban Consumers for the Los Angeles- Anaheim- Riverside Metropolitan Area published by the United States Department of Labor, Bureau of Labor Statistics ( "Index "), which is published for the second calendar month preceding the date of the commencement of the Term ( "Beginning Index "). If the Index published for the second calendar month preceding the Adjustment Date ( "Extension Index ") has increased over the Beginning Index, the monthly rent for the period until the next` Adjustment Date shall be set by multiplying the monthly rent stated in section 5(a) by a fraction, the numerator of which is the Extension Index and the denominator of which is the Beginning Index. In no case shall the monthly rent be less than the initial monthly rent stated in section 5(a), nor shall the increase in monthly rent exceed 8% in any year. If the Index is changed so that the base year differs from that used for the Beginning Index, the Index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. If the Index is discontinued or revised during the term, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been • discontinued or revised. (c) Monthly Rent During Extended Term. The monthly rent for the Option Term shall be determined in the following manner: The Consumer Price Index for All Urban Consumers for the Los Angeles- Anaheim- Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics ( "Index "), which is published for the second calendar month preceding the date of the commencement of the Option Term ( "Option Index "), shall be compared with the Index published for the second calendar month preceding the month in / which the Term commences ( "Beginning Index ") . r '" LANDLORD exA TENANT c i {` i If the Option Index has increased over the Beginning Index, the monthly rent payable during the Option Term shall be set by multiplying the monthly rent stated in 5(a) by a fraction, the numerator of which is the Option Index and the denominator of which is the Beginning Index. As soon as the monthly rent for the Extended Term is determined Landlord shall give Tenant notice of the amount of monthly rent for the Option Term. If the Index is changed so that the base year differs from that used as of the month immediately preceding the month in which the Term commences, the Index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. If the Index is discontinued or revised during the term, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised. 6. - Use. Tenant shall have the right to use the Premises for the purpose of constructing, maintaining and operating its Communications Facility as such may be expanded or modified as provided herein and for any other, lawful purpose approved by Landlord. 7. Construction and Alterations. Tenant shall have the right to construct and install on the Premises its communications facility with such specifications as Tenant shall determine, initially to consist of one building with communications equipmen -t_and one monopole with antennae array and all necessary appurtenances, support equipment and such other equipment, cables and /or conduits as may be appropriate for Tenant's business use of the Property ( "Communications Facility "). The Communications Facility shall be constructed of materials and shall be painted a color consistent with existing improvements on the property. Tenant shall submit all plans, drawings, proposed materials and color scheme to the Department of Development Services for approval prior to construction. Tenant shall construct, at Tenant's sole expense, a six -feet (6') high wrought iron fence, gate and return surrounding the Premises as indicated in Exhibit "B ", attached hereto. Tenant shall construct, at Tenant's sole expense a six -inch (6 ") high curb around the existing landscaped planter on the property. Subject to the obtaining of all necessary governmental approvals, Tenant shall not interfere in any way with radio or other equipment which Landlord or any other user may have on or in the Property at the time Tenant's equipment is installed. The Communications Facility installed by Tenant, including, without limitation, the building, monopole, antennae array, communications equipment and the support equipment located on the Premises, including the support equipment located on the Easements, shall at all times be the sole property of Tenant. Neither Landlord's execution of this Lease nor any consent or approval given by Landlord hereunder in its capacity as landlord shall waive, abridge, impair or otherwise affect Landlord's powers and duties as a governmental body. Any requirements under this Lease that Tenant obtain consents or approval of Landlord are in addition to and nianin . / LANDLORD 7.! -L., TENANT lieu of any requirements of Law that Tenant obtain approvals or permits. However, Landlord shall attempt to coordinate its procedures for giving contractual and governmental approvals so that Tenant's requests and applications are not unreasonably denied or delayed. 8. Cooperation; Indemnity. Landlord shall fully cooperate with Tenant by executing and joining in applications for governmental permits or approvals covering Tenant's use, construction and /or occupation of the Premises, including the Easements, provided that Tenant shall reimburse Landlord for any and all reasonable expenses attributable to said cooperation which are approved in advance by Tenant in writing. Tenant shall keep the Property and the Premises free from mechanics' liens arising out of Tenant's- - construction. Tenant shall indemnify and hold Landlord harmless from any claim, demand or cause of action which may arise from Tenant's negligent act or omission or willful misconduct in the construction, installation, operation or maintenance of its Communications Facility, except for any occurrence attributable, in whole or in part, to Landlord and /or its assigns, tenants, agents, employees, customers, invitees or contractors. 9. Quiet Enjoyment and Landlord's Non - Interference. Landlord and Tenant agree that the present use of the property surrounding the premises does not constitute an interference with Tenant's proposed use. So long as Landlord utilizes the surrounding ,property for purposes consistent with or similar to existing uses, Tenant shall make no claim that such use interferes with Tenant's use of the Premises as a Communications facility. 10. Utilities and Taxes. Tenant shall pay all utilities to the extent required for Tenant's use of the Premises. Landlord and Tenant shall reasonably cooperate to provide for a separate metering of said utilities. 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 Premises for operation of its Communications Facility, 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 Premises. 11. Removal of Property. Tenant shall remove, within a reasonable period of time (not to exceed sixty (60) days) following the expiration of the Term hereof, such personal property, equipment, trade fixture(s) and improvement(s) as are specifically designated as required to be removed by Tenant, if any, on Exhibit " B" attached hereto. If any such personal property, equipment, trade fixtures, and improvements are not specifically designated as required to be removed by Tenant on Exhibit " B," then Tenant shall have the right, but not the obligation, to remove such items within a reasonable period of time (not to exceed sixty (60) days) following the expiration or earlier termination of the Term hereof. Any personal property, equipment, trade fixtures and improvements which are not removed by Tenant within sixty (60) days after the expiration or i.ier � / NDLORD TENANT termination of this Lease shall, upon the expiration of said sixty (60) day period, become the property of Landlord (subject, however, to any interest therein or rights thereto of any third parties in accordance with Paragraph 29 of this Lease) and Tenant shall thereafter have no rights, obligations or liabilities whatsoever with respect thereto. 12. Title Matters. (a) Title. Landlord represents and warrants that it has full authority to enter into this Lease and to grant the Easements and that Landlord has fee title to the Property and the Premises. (b) Memorandum of Lease. Concurrently with the execution of this Lease, Landlord and Tenant shall execute and have acknowledged the Memorandum of Lease in the form attached hereto as Exhibit "D" and made a part hereof ( "Memorandum of Lease "), which Memorandum of Lease may be recorded by Tenant concurrently with or after the execution of this Lease. Tenant shall bear the cost of recording all documents required to be recorded under this Lease. 13. Assignment. Tenant may assign this Lease or sublet the -Premises or any part thereof (including the Easements) only upon the review and written consent of Landlord, which consent shall not be unreasonably withheld, provided each such sublease or assignment is expressly made subject to the provisions of this Lease. However, notwithstanding any such subletting or assignment, -- Tenant shall remain primarily liable for the performance of all terms and conditions of this Lease unless expressly released by Landlord in writing. 14. Insurance. Throughout the Term, Tenant shall maintain insurance against public liability for injury to persons (including death) or damage to property occurring within, upon or about the Premises or Property. Such insurance policy shall be a combined single limit policy in an amount not less than one million dollars ($1,000,000) per occurrence and Landlord shall be named as an additional insured under the policy. Said insurance may be in the form of general coverage or floating policies covering these and other premises. If at the commencement of the Option Term, if any, in the opinion of the insurance broker or consultant retained by City, the amount of public liability and property damage insurance coverage maintained by Tenant at that time is not adequate, Tenant shall increase the insurance coverage as required by City's insurance broker or consultant. 15. Damage or Destruction /Eminent Domain. If the whole or any part of the Communications Facility or the Premises, including the Easements, are damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or any other casualty (all of which are herein called "damage "), or taken, in whole or in part, by eminent domain or condemnation or sold under the threat of the exercise of said power (all of which are herein called "condemnation ") which damage or condemnation makes the Premises unsuitable or uneconomic for Tenant's use, Tenant � ;/ - -7 *- / LANDLORD iewu terminate this Lease and all of the obligations of either party hereunder upon written notice to Landlord provided that such notice is given by Tenant to Landlord within thirty (30) days of the latter to occur of (i) the date of such damage or condemnation or (ii) Tenant's determination that continued use of the Premises is unsuitable or uneconomic. If, in the event of a condemnation, Tenant does not so elect to terminate, this Lease shall continue in effect and the Rent payable by Tenant shall be reduced by an amount which reflects the value to Tenant of the portion of the Premises conveyed or taken in connection with such condemnation compared to the total value of the Premises immediately before the condemnation. Further, regardless of whether this Lease is terminated as provided in this paragraph, Tenant shall in the event of a condemnation be entitled to receive just compensation from the condemning authority or transferee for loss of all or any portion of the Premises, this - Lease and /or the Communications Facility, or any use thereof, including, without limitation, the value of any personal property and /or trade fixtures taken, the cost of relocating the Communications Facility or any portion thereof and /or any loss of business. 16. Tenant's Default. If Tenant fails to make any payment of Rent herein provided when due, Landlord shall forward written notice of such failure to Tenant, as provided in Paragraph 30 hereinbelow, and the failure of Tenant to cure within fifteen (15) days after Tenant's receipt of said notice shall be an "Event of Default" under this Lease and Landlord may thereafter pursue any and - all remedies available to it under law. If Tenant fails to perform any of the terms or provisions of this Lease other than Elie payment of Rent, and if Landlord gives Tenant written notice, as provided herein, of such failure and if Tenant does not cure such failure to perform within thirty (30) days after Tenant's receipt of said notice, or, if the failure to perform is of such a character as to require more than thirty (30) days to cure and Tenant does not use reasonable diligence in commencing a cure of such failure during said period, such failure shall be deemed an "Event of Default" of Tenant's obligations under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. Tenant shall not be in default under this Lease unless and until an "Event of Default," as defined in this paragraph, occurred. 17. Landlord's Default. If Landlord defaults on any of its obligations contained in this Lease, Tenant shall have the right to deliver written notice of such default to Landlord, as provided in Paragraph 30 hereinbelow, and failure of Landlord to cure such default within thirty (30) days or any such lesser period as may be expressly provided herein shall be a default under this Lease and Tenant may thereafter pursue any and all remedies available to it under law, including, without limitation, the right, but not the obligation, to cure said default and submit a written statement of costs __recurred for curing said default to Landlord. In such event, Landlord shall have thirty (30) days following receipt of such written statement • to reimburse Tenant for costs incurred. The foregoing shall inma f LANDLORD TENANT no way limit Tenant's right to seek equitable relief without notice to Landlord. 18. Non - Disturbance and Attornment. So long as this Lease is in full force and effect and there is no uncured Event of Default with respect to Tenant's obligations hereunder, no ground lease, mortgage, deed of trust or other interest to which this Lease and/ or Tenant's rights are or may become subordinate (hereinafter collectively "Senior Interest "), and no action or proceeding under and /or termination of any such Senior Interest, shall affect in any manner whatsoever (i) Tenant's rights under this Lease, (ii) Tenant's use, possession or enjoyment of the Premises, including the Easements or (iii) the leasehold estate granted by this Lease. 19. Estoppel Certificate. From time to time upon not less than twenty (20) days prior written notice by either party, the other party shall execute, acknowledge and deliver to the, requesting party a statement in writing certifying that, this Lease (together with any Non - Disturbance and Attornment Agreement) is unmodified and in full force and effect (or if modified, describing such modification(s)) and that the requesting party is not in default, except as specified in such statement, in regard to any of its obligations under this Lease and further setting -forth the Rent then payable hereunder, the dates to which Rent has been paid in advance, if any, and such other statements relating to delivery and acceptance of the Premises as the requesting party's lender, purchaser, assignee or sublessee may require. Said statement shall be accurate and binding on the party executing same and may be relied upon by any such person as hereinabove described at whose insistence the estoppel was prepared and /or delivered. 20. Obligations and Rights Run with the Land. The Easements, and each and all of the obligations, rights, restrictions, liens and charges set forth in this Lease run with the land comprising Tenant's estate and Landlord's estate and every portion thereof, and are binding upon and inure to the benefit of the respective successors (by operation of law or otherwise), assigns, tenants, invitees and agents of the parties hereto and other lawful occupants of Tenant's estate and Landlord's estate. The grant of easements contained herein together with the rights and obligations of the parties hereto, shall remain in full force and effect and shall not be modified even upon the foreclosure of or default under any Senior Interest. 21. Landlord's Covenant to Provide Notice. In addition to any other obligation of Landlord to provide notice to Tenant provided herein, Landlord shall deliver to Tenant, as provided in Paragraph 30 hereinbelow, any and all notice(s) received by Landlord which pertain to Tenant's use and enjoyment of the Premises, including, without limitation, from any governmental authority, lender, lien claimant or any other person or entity claiming an interest in or right to the Premises. Landlord shall deliver such notice(s) to Tenant promptly upon receipt of same b Landlord. INITIAM 4J11 "/ +� LANDLORD TENANT 22. Time of Essence. Time is of the essence of each and every provision of this Lease. 23. Consent of Parties. Except as otherwise expressly provided • herein, whenever the consent or approval either party is required, that party shall not unreasonably withhold or delay such consent or approval. 24. California Law. This Lease shall be construed and enforced in accordance with the laws of the State of California. 25. Successors and Assigns. Each and all of the rights and obligations of the parties under this Lease shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns. 26. Severability. The invalidity of any portion of this Lease shall not affect the remainder of this Lease. 27. Attorneys' Fees. In the event that any action shall be instituted by either of the parties hereto for the enforcement of any of its rights or remedies in and under this Lease, the prevailing party shall be entitled to recover from the other party all costs incurred by said prevailing party in said action, including reasonable attorneys' fees to the extent fixed by the Court therein. 28. Additional Agreements. From and after the date of this Lease, each of the parties hereto shall promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such instruments or documents and to take all actions pursuant to the provisions hereof as may reasonably be requested by any party to carry out the intent or purpose of this Lease. 29. Tenant's Premises, Equipment Financing and Leasehold Assignment. Landlord acknowledges that Tenant's use of the Premises includes proprietary trade secrets. Accordingly, Landlord shall have no right whatsoever to enter any structure on the Premises without Tenant's prior written consent which Tenant may withhold in its sole and absolute discretion, or to provide emergency services. Landlord hereby expressly understands and agrees that, at all times during the Term, Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or all of-the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized connection therewith ( "Equipment Financing ") and /or to assign or pledge Tenant's interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenant's interest in the Premises any instruments or documents as may be required with respect to such Equipment Financing or Leasehold Assignment. Landlord hereby waives any and all right / or interest which Landlord may have or acquire to or in LS. LANDLORD Z °ti T Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith and hereby agrees that same will not constitute realty regardless of the law of fixtures and /or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith. Landlord hereby expressly understands and agrees to promptly execute, acknowledge and deliver to Tenant, upon request by Tenant, all such instruments and documents as are reasonably requested by Tenant, in order for Tenant to consummate the transactions contemplated by this Paragraph 29. 30. Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and shall be deemed given and served upon delivery if delivered personally, or three (3) days after mailing if sent by certified mail, postage prepaid, as follows: If to Tenant, legal notices should be addressed to: Los Angeles Cellular Telephone Company 17785 Center Court Drive, North Cerritos, California 90701 -4574 Attention: Erich Everbach, Vice President and General Counsel Other Notices to Tenant enant should be addressed to: Los Angeles Cellular Telephone Company P.O. Box 6028 Cerritos, California 90702 -6028 Attention: Real Estate Department If to Landlord, addressed to: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attention: City Manager Any party may change the address or persons to which notices are to be sent to it by giving the written notice of such change of address or persons to the other parties in the manner herein - provided for giving notice. 31. Operational Phase Termination. Except as to any right or event of termination specifically provided hereunder, Tenant shall not have the right to terminate this Lease at any time during the Operational Phase. During the Option Term or Additional Terms, if any, Tenant may terminate this Lease only upon thirty (30) days prior written notice to Landlord, provided / that Tenant shall concurrently with the giving of such notice LANDLORD TENANT termination pay Landlord an amount equal to six (6) months Rent, as such Rent shall be determined pursuant to Paragraph 5, hereinabove. 32. Compliance with Laws. Landlord and Tenant shall comply in all respects with all applicable building codes, regulations and ordinances affecting the Property. 33. Entire Agreement. This Lease along with all exhibits and attachments or other documents affixed hereto or referred to herein as part of the agreement between the parties (including, without limitation, the Memorandum of Lease) constitutes the entire and exclusive agreement between Landlord and Tenant relative to the Premises, including the Easements, herein described and "Lease" as such term is used herein shall include by definition all such exhibits, attachments and other documents. All prior or contemporaneous oral agreements, understandings and /or discussions relative to the leasing of the Premises, including the Easements, are merged in or revoked by this Lease. This Lease and said exhibits, attachments and other documents may be altered, amended or revoked only by instrument in writing signed by both Landlord and Tenant. 34. Landlord's Authority to Execute Lease. Landlord represents -and warrants that this Lease and the execution hereof does not and will not conflict with or violate the laws of the State of California, the Charter of the City of Seal Beach, or any other document or agreement to which Landlord is a party or by which it or its assets are bound. Further, Landlord and each individual executing this Lease on behalf of Landlord represent and warrant that he /she is duly - authorized to execute and deliver this Lease on behalf of Landlord and that this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. Landlord shall, at its sole cost and expense, concurrently with its execution of this Lease (and at other times at Tenant's request), deliver to Tenant, without limitation, such resolutions, certificates, approvals, letter of conservatorship, Court orders and written assurances as Tenant may request authorizing and approving the execution of this Lease. 35. Environmental Matters. 35.1 Landlord's Warranties and Representations. Landlord represents and warrants that, to Landlord's actual present knowledge, (without any duty to make inquiry or to conduct investigations), except as follows: NONE that (i) there have been no leaks, spills, releases, discharges, emissions, installation, or disposal of hazardous or toxic wastes, materials or substances (as such substances are regulated or may be regulated by any applicable local, state or federal laws or regulations) ( "Hazardous Substances "), occurring on or affecting the Property or the improvements located thereon, if any, and (ii) the soil, ground water, or improvements, if any, on, in, under or about the Property is /are free of any Haam dous 7 /71••• /LANDLORD TENANT Substances. The term "Hazardous Substance" as used in this Lease shall not include small quantities of household or office supply materials maintained in commercial containers and used in the ordinary course of business. 35.2 Mutual Indemnification. Except to the extent that such Hazardous Substances are introduced into the Property as a result of Tenant's conduct, Landlord agrees to indemnify, defend (with counsel selected by Tenant and satisfactory to Landlord) and hold Tenant harmless from any claims, judgements, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or losses, including attorneys' fees, consultants' fees, and experts' fees which arise from or in connection with the presence or suspected presence of Hazardous Substances on, in, under or about the Property ( "Claims "). Tenant agrees to indemnify, defend (with counsel selected by Landlord and satisfactory to Tenant) and hold Landlord harmless from any and all claims arising from the presence of Hazardous Substances on, in, under or about the Property the presence of which were a result of Tenant's conduct. Without limiting the generality of the foregoing, this indemnification obligation of Tenant and Landlord shall specifically cover costs incurred in connection with any investigation of site conditions or any clean-up,' remedial, removal, or restoration work required by any federal, state or local government agency or political subdivision, or by any third party resulting from the presence or the suspected presence of Hazardous Substances in, on, under or about the Property. .Landlord's and Tenant's indemnification obligations shall survive the expiration or earlier termination of this Lease. 35.3 Presence of Hazardous Substances. (a) Throughout the term of this Lease, Landlord and Tenant shall immediately notify the other of the presence of or the release of a Hazardous Substances on, in, under or about the Property. (b) Notwithstanding the terms of this Lease to the contrary, if,Landlord has entered the Premises in connection with the presence or remediation of Hazardous Substances, whether or not Landlord has provided Tenant with prior written notice of such entry, Landlord shall thereafter immediately notify Tenant of such entry and the purpose of and actions taken by Landlord in connection with such entry. (c) Due to the sensitive nature of the equipment maintained by Tenant at the Premises, if Hazardous Substances are present on, in, under or about the Premises or the Property (which presence was not caused or necessitated as a result of Tenant's conduct) and the presence hereon adversely affects the operation of Tenant's equipment, then Tenant shall have such rights as are provided elsewhere in this Lease for total damage to or destruction of the Premises or the Property. LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED ,, % .B THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN A Y , J)'!� 7 LANDLORD EMT EXECUTION OF THIS LEASE, DEMONSTRATE THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. ATTACHED EXHIBITS Exhibit "A" Legal Description of Property Exhibit "B" Plot Plan (Diagram of Property and Premises, including the Easements) Exhibit "C" Permitted Title Exceptions Exhibit "D" Memorandum of Lease IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: TENANT: THE CITY OF LOS ANGELES CELLULAR TELEPHONE COMPANY, SEAL BEACH a California general partnership a municipal cor.oratio �, By: � , ,�� �- By: e rryrf ston Mike Heil Its:City Manager Its:President and General Manager APPROVED AS TO FORM: By: g g Quinn M. Barrow Its: City Attorney