HomeMy WebLinkAbout25G - APPROVE AND ASSIGNMENT AND GROUND LEASEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
MAY 19, 2020
TITLE:
APPROVE AN ASSIGNMENT AND
ASSUMPTION OF A GROUND LEASE
FROM EACH AFFILIATE OF AT&T, INC.
TO EACH AFFILIATE OF OCTAGON
TOWERS, LLC RELATING TO THE CELL
TOWER SITE AT JEROME PARK
/s/ Kristine Ridge
CITY MANAGER
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For
rK•�►nutn�.ic.
FILE NUMBER
RECOMMENDED ACTION
Authorize the City Manager to approve an assignment and assumption of a ground lease from each
affiliate of AT&T, Inc. to each affiliate of Octagon Towers, LLC. relating to the cell tower site at
Jerome Park, subject to non -substantive changes approved by the City Manager and City Attorney.
DISCUSSION
AT&T is the lessee of the cell tower site at Jerome Park and has requested to assign their interest in
the lease to Octagon Towers, LLC or one of its affiliates. In connection with the proposed assignment,
they are requesting that the City review and execute the Estoppel Certificate. The lease is in full force
and effect. The current term of the agreement is a 10-year term from April 19, 2011 to April 18, 2021
with three, five-year extensions (Exhibit 1). The monthly rent for this lease is $3,284.57, with an annual
4% increase. The City uses the revenue generated from cell tower lease revenue to address deferred
maintenance and improvements at the park where the cell tower is located.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Strategic Plan Goal #5 - Community Health,
Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability).
FISCAL IMPACT
There is no fiscal impact associated with this action.
Exhibit: 1. Assignment and Assumption Lease
25G-1
AT&T
x s
December 10, 2019
By: Fed Ex
Cinty of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O.Box1988
Santa Ana, CA 92702
Jesper Larsen
Assistant VP — Corporate Development
AT&T Services, LLC
RE: Request for Consent regarding the Ground Lease for the following Tower Site
2115 West McFadden Ave, Santa Ana, CA 92703 (the "Property'); AT&T FA # 10127664
Dear Sir/Madam,
The undersigned, as tenant "Tenant" under that certain lease with you dated 04/19/2011 (as heretofore
amended and assigned, if applicable, and together with any related easements or other appurtenances) (the
"Lease" intends to assign its interest in the Lease to Octagon Towers, LLC, or one of its affiliates ("Buyer"), in
connection with Buyer's acquisition of the communications tower located on the Property. As part of the
assignment, (i) Buyerwill assume all obligations under the Lease arising on and afterthe date of assignment
("Assignment Date' 1 and (ii) Tenant will leaseback from Buyer space on the Property for Tenant's ongoing
provision of its wireless operations.
To the extent required by the Lease, we hereby request your consent to the foregoing assignment and
leaseback, along with your acknowledgement that, effective upon the Assignment Date, the undersigned
Tenant, as assignor, shall have no further rights or obligations with respect to the Lease to the extent
accruing on or after the Assignment Date. This is to confirm that the undersigned Tenant shall remain fully
responsible to landlord for any obligations arising under the Lease for the period prior to the Assignment
Date.
To confirm your consent and acknowledgement, please sign below and return a copy of this letter by FedEx in
the enclosed pre -paid FedEx envelope as soon as possible.
Your prompt attention to this request is greatly appreciated. If you have any questions, you are authorized
and directed to please contact Buyer's counsel, Jamie Chapman, at Thompson Hine LLP at (216) 566-5647.
Sincerely, jja J D 10".1 j777
NEW CINGULAR WIRELESS PCS, LLC
By: Jesper Larssen
AGREED AND ACKNOWLEDGED:
See attached signature page
By: City of Santa Ana
Name:
Title:
Date:
December 10, 2019 2 5 G -2
2019 AT&T Intellectual Property All fights reserved. AT&T and the Globe logo are registered trademarks of AT&T Intellectual Property.
AT&T
cc: Cinty of Santa Ana
PARKS AND RECREATION DEPT M 75
26 CIVIC CENTER PLAZA
SANTA ANA, CA 92701
0ecemCer `i0, 2019 2 5 G -3
72018AT@Tire, llectoalProparty.AilH&tsreserved.AT&I and the Globe ]ago are registered trade teat Is IF A MT lntellectua! Property. Paget
ATTEST
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By:x'-u A. R
LAURA A. ROSSINI
Acting Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
LISA RUDLOFF
Executive Director of the Parks, Recreation,
and Community Services Agency
CITY OF SANTA ANA
KRISTINE RIDGE
City Manager
Page 1 of 1
25G-4
GROUND LESSOR ESTOPPEL CERTIFICATE
(GROUND LESSEE FA#10127664)
This Ground Lessor Estoppel Certificate (this "Certificate") is made by the party
identified as the ground lessor in the signature block below ("Ground Lessor") for the benefit of
the Ground Lessee identified below and Octagon Towers, LLC and its subsidiaries (collectively,
"Buyer").
RECITALS:
A. NEW CINGULAR WIRELESS PCS, LLC ("Ground Lessee") is the lessee of
certain real property pursuant to a lease, license or other occupancy agreement (the "Lease")
dated 04/1912011, by and between Ground Lessor and Ground Lessee, relating to premises
described in the Lease.
B. Ground Lessee intends to assign its interest in the Lease to Buyer and Buyer
intends to assume the obligations under the Lease.
C. In connection with the proposed assignment, Ground Lessee and Buyer have
requested this Certificate from Ground Lessor.
Estoppel Certificate. Ground Lessor certifies to Ground Lessee and Buyer that
the following statements are true as of the date hereof:
(a) Ground Lessee is the current Ground Lessee under the Lease (a full copy
of which, including all amendments thereto, is annexed as Exhibit A
(b) The Lease is in full force and effect, has not been assigned by Ground
Lessor to any other party and contains the entire agreement between Ground Lessor and
Ground Lessee with respect to the premises described in the Lease;
(c) The Commencement Date under the Lease was
and the term of the Lease will end on 12 , subject only to the
Ground Lessee's options to renew the Lease for successive periods
of years each. The current monthly base rental is $ Monthly rent
under the Lease has been paid through , 20_;and
(d) No default exists under the Lease on the part of Ground Lessor or Ground
Lessee, and, to Ground Lessor's knowledge, no event or condition has occurred or exists
which, with notice or the passage of time or both, would constitute a default by Ground
Lessee under the Lease.
Executed as of 2020.
City of Santa Ana
By: See attached signature page
Name:
25b-5
ATTEST
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By:' " -A.R
LAURA A. ROSSINI
Acting Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
LISA RUDLOFF
Executive Director of the Parks, Recreation,
and Community Services Agency
CITY OF SANTA ANA
KRISTINE RIDGE
City Manager
Page 2
25G-6
EXHIBIT A
[GROUND LEASE ATTACHED BEGINNING ON NEXT PAGE]
256-7
o12766`f dtAAlNt:tW6?f—lP's A-.AVIU-t.,v.
WOKMAY PR(tx;EEc
.. U4C�lKQFliVUtYIL LAND LEASE AGREEMENTBETWEEN
E CITY OF SANTA ANA AND NEW CINGULAR WIRELESS PCS,, LLC
DATE:. _1- ..—t t r ttorvir rnRx
f- .
l !rt
This Agreement; made as of the latter ofthe signature dates below ("E#i3snu�e.�te")-, is
entered into by and between the City of Santa And, a charter city and municipal corporation
organized and existing under the Constitution and laws ofthe State of California, hereinafter
designated "LESSOR" and New Cingular Wireless PCS, LLC, a Delaware limited liability
company, having a mailing address of 12555 Cingular Way; Suite 1300, Alpharetta; GA 30004';
hereinafter designated "LESSEE". The LESSOR raO LESSEE are at times collectively referred.
to hereinafter as the "Parties %
1. PREMISES.. LESSOR, leases to LESSEE a portion of that certain parcel.,
of property commonly known as Jerome Park (the entirety of LESSOR'S property is referred tt),
hereinafter as "tile Property" and a legal. description of the Property is attached hereto as Exhibit
"A" }, located at 2115- West McFadden Ave: Santa Ana, CA 92703, and being described as a
twenty foot (20')by twelve foot (12') space on the ground containing two hundred -forty (240)
square feet for LESSEE's radio equipment cabinets, a seventeen foot (17`) by nineteen foot ten.
inch (I4' l 0") space on the ground containing three hundred twenty-four and 7110 (324.7) square
feet for LESSEE's tower, and space required for cable runs to connect LESSEE's equipment and
antennas, together with the non e7cclusive right for ingress arid. egress from and to the nearest
public right-of-way, seven (7)days a week, twenty-four (24) hours a day, subject to any
restrictions stated herein, on foot or motor vehicle; including trucks, and for the installation and
maintenance bfutility wires; pales, cables, conduits, -and pipes over,:uixder, or within the; building;
to the demised premises, said demised premises and access and utilities paths (hereinafter
collectively rieferred tp. as the "Premises'l for access being substantially fts described herein in
Exhibit "B" attached'. hereto and made a part hereof,.
2. SURVEY. LESSOR also.hereby grants to LESSEE the right to survey the
Property and the Premises, and said survey along with detailed site plans shall then become..
Exhibit "B"which snail be attached hereto and made a part hereof, and shall control in the event
of boundary and access discrepancies between it and Exhibit'!X . Costs incurred by LESSEE
for such work shall be borne by -LESSEE.
3. 'TERN[;, This Agreement: shall be e1i'ective as of the Effective Date; provided;;
however, the initial terns shall be for ten (`i 0) }Lars, and shall commence on the Coralmencement
Date (defined below).
A. 12E1d1,. After the Commencement Date, rental payments will be rue in an annual'
rental amount of Twenty -Eight Thousand Eight Hundred and N61100 Dollars ($28,8W, .00) to be
paid in equal monthly installments of Two Thousand: Four Hundred: and No/100 Dollars
($2,400.00) per month on or before the first day of the month, in advance; to LESSOR or to such
other person, firm or placc as the LESSOR may, from time to thee, designatc in writing at lcast
thirty (30) days in advance of any rental payment date, Rent shall commence on die first day of
..__ the inalth: r6ilowrlig tb( lssuanse a ttie biiildttig periirif for LESSEE'S Paci1ines (as dirWU;`_...,_.._..,
below), or the first stay ol'tiac month that is six (6l months after the Effective Date of tiii:�
Agreement or the first day of the month following, the date LESSEE commences installation of
LESSEE's Facilities tin the Premises, Whichever vccurs first ("Commencement Date"), lfrent is
01276t:,�..+_EASE_11 U419.pdf -Page 2
not paid within fifteen (1 5) days after the dire date and provided LESSOR has complied with. all
applicable notice and cure provisions herein. LESSEE agrees to pay a late charge equal to Six
Percent (6%) of the then -current monthly rent. Mental anxounts attributable to partial months
shall be prorated on a dailybasis,
5. ANNUAL RENTAL LNCREASES, The rent payments shall be subject to an
annual rental increase of Four Percent (41✓a) per year,. to be increased on each anniversary of the
Commencement Date:
6. INITIAL PAYMENT. LESSEE hereby agrees; in lieu of making: an. initial
payment,. LESSEE will demolish the existing restroom.building,.as set forth on the Site Plan.
attached hereto as Exhibit B.
7: EXTENSIONS;I The Lease Agreement may be extended for up to:thme (3)
additional five (5)7year terns. (each a "Renewal Terra"). Each Renewal Term shall be on the
terms and conditions as set forth herein as follows-
(i) Si t (6} months prior to the expiration of the initial `term, if. LESSOR, in its reasonable
discretion determines. that LESSEE's continued tenancy is not in conformity with LESSOR's
intendedf use of the Property, LESSOR shalt provide written notice to LESSEE that the Lease
will not be extended.
{ i) Thereafter, each subsequent renewal 'shall be subject to the following procedures If
LESSEE determitnes that it desires to extend the tern. LESSEE. shall provide written notice six
(6) months prior to the end of the then -current termVithin, sixty (60).days of receipt of
LESSEE's notice, LESSOR shall determine whether such extension is. in'LESSOR's best interest
and, ifnot in LESSOR's interest, LESSOR. shaildeny'such extension_ request.
If LESSOR does not respond within sixty (60) days; the lease is deemed renewed for an
additional Renewal Term, If neither party provides notice As forth:above, the lease shall
continue on a month -to -moth. basis,
8: GtyERN1yLE gTAL �kPPROVAI S- It is understood and agreed tliatLESSEE°s'
ability to use the Premises iscontmgent upon its obtaining alCof the certificates, permits and
other approvals (collectively the "Governmental Approvals") that may be required by any
Federal, State or Ideal authorities as well as satisfactory soil boring tests which will permit
LME.E's use of the Premises asset forth lwrc;in LESSOR shall cooperatewith LESSEE in its
ef€ortto obtain such approvals and shall take no aet on, whi6 would adversely affect the status
of the Property with respect to the proposed use by lESSEE.
Priorto the Commencement Date, LESSEE shall have the right (but not the: obligation) to
enter the Premises for the purpose of making necessary inspections and engineering survsys.(and
soil tests whero applicable) and otber re} sonkibly not essary tests (collectively "Tests") tq
detennh.e Cite suitability gfthe Premises for IXS?+EE's >+acilifies (defined below) -and For the
purpose of preparing for the construction. of LESSEE Facilities. In the. event that any of such,
.......IT applications for'suclt Govertuneithai Approvals shoiilrl be"ftiially retested"or ariy'Gaverniffental
Approval issued to LESSEE is canceled, expires. lapses, or is otherwise. withdrawn or terminated
by the governmental authority or soil boring tests are found to be unsatisfactory so that LESSEE
will be unable to use the Premises for its intended purposes or LESSEE determines that the
25G-9
012M&� _LEASE-1 " 0419,pdi - Page 3
1
Premises is no longer tech " I oompintended, use, � S E shall h e I 18 Alible for its qvoth right to
Pico Y�
terminate this A 9.reeinente No ticeoFLE S$Esexe so. its right tq terminate shall be given
-
to LESSOR in writing,by certified mail, return receipt requested, and shallbeeffective npon the
mailing of such notice by LESSEE. All rentals paid th, said teftin4don date shall be rbtaiiied by
thetESSOR. Uponsimb ttintin6tioti. this AgNW—erit shall ;become null and, Void an
d all the
Parties shall have no fikirthor 661igatIons i.nclu4i rig thopqrnent of, Money, to each other.
9, APPROVAL OF PLANS Pdoj.r to 00_ michcIng, cohartictioli of LES.M.'s.
Facilities (clerlfte4 6elow),. L'P-SSEEsh4l1 obtain R's-App.,:voj.d LE$SEVs fklip f Wo.. plans;
,which :approval ,sliallnot be,unreasonablywithheld; conditioned or delayed; su6h approval shall
lay issued b3 the City.Manager or his/heb designee. LESSOR shal t"give siicll approval 6r'Pf6vl
LESSEE Willi its, requests for changes, which ohaneesmust coniply with. 411 applicable b'uIldina,
cosies, in writing within fifteen (1,5) Working teceipt.of LESSEE'S F,
plans. If LESSEE does not receive. such approval or reqpeat for changes in writing within such
fifteen (15) wofUng,day, periods LESSOR shall be4eemed to have approved the.plans. LESSOR,
shall not be entitled to receive any. additional consideration in exchange for givirig'ita:appv*it of
withrevisedplans, h LE$SE-81$:r'eia (wole 4UPretfop- 14 lho-ewm
Within. s
LESSEE t lay term'
Agreement: LES$QAw otknq5yingly permit or suffer A(I pot copy filize the plans
any person c
for any purpose other than as provided in this AgreemtDfand will -rewrri. tile plans to ]LESSEE-,
promptly upon request. LESSEE hiaimainsafid right'. to perform
replacements and. upgrades without LE.S.St)1 aAproval,�vlieu 007 .. g0a to Ole ogtetiq
appearance ofLESS$Epacilitics are made:
10. USEMAINTENANC& LESSEE iftay use the Premises for any, lawful activity in
minection Willi, thep,
lirnitotion, the trz nsmissiori grid thefec,eptibn of radio cotntniixsicatioii signals:6n'vadoosi
frequencies and the copstr4cijoi MointonW.e,and.
.11 operation of related ommuaiqaftons
tile right construct 'maintain it all
, otainI . st j:repairs and
operate on the Premises radio communications facilities,, including but not limited to, radio;
frequency transmitting- and redeliving,equipmentf bkdefka, utility lines, IrMsiftissi0h lines, radii
ftequehoy trarigmitangand tecelving, antennas ands uopbrting. smirwres and inipi-.0yenients
Lu S.F'EVs VNi'lities"), All imliroVegilents'sligil be at, US anti c
i tallation of all improvpMe , discrationand option f LESSEE with LESSOR
P's pnt5 shall be, at 11je Q ,
approval, which approval shall not be unreasonably wittihzlddelayed ore6adih6ned..'Said
Approval shall be obtained fibm LE.SSOR'pdor to c6minefictinetit OF. any cohs�ofion,
al . toratic.ag, modifications Section above and LESSEE agrees. to
sikinitarchilector4f -an �cqgi enttobeinstajled4
, (1, ta ) j& - LESSEE agrees that the installsand of LESSEIrs , Focititles sh.a.1.1, be erected'
with all reasonable diriggpoe and precapliop toavoiddamsgp:to the land, property orperwrinel,
Notwithstanding the foregoing,,0rice, the iniflal improvements. are install I ed, LESSEE
E may
replace, .substitutt, tipgr4do once expend `its' cables and aritchnas whi 4 comp isd
C. , in x
LESSEE'S �bcilitles:fbr the: purpose of repair'liggnt, upgMdir1&x't 0 cominualbati 4 Et oil capabilities
of LESSEE's Facilities, with,notice fo..�S%Q so Iong as the equipment, cables or antennas
substantivephysital and/or aestlieticohan6as to the Premises without die prior approval -of
llo 1, - ESSORshall not be entitled to x,� ��,tygy additional consideration .
forogoi0 In e�,c for
& MA ' Ce)'V
19
.. ..... .... - - ----- I ...... .. --ZM-- -1-0 . .......... ....... ...... ...... .... ... . . . ... ---- ----------------------- - - -- - ---------- --- ------ ---- - ---------
Q9276t �....;_Er^.SE._110f i.t,ctt -Page 4
giving its approval. of any of the: foregoing.Any such: changes ait subject to the provisions of
Section 13 :contained berein.below. LESSEE shall be responsible for the cost of any and all
damage to the Property ilaeltiding but not ! invited to concrete altdfor asphalt, buildings and/or
apptirtenarices caused by LESSEE. LESSOR at its discretion may require LESSEi to repair and:
or replace said damages or contract for said services and bill. LESSEE, The cost ofsaid repairs
can be subtracted from any deposits retained by LESSOR, LESSEE shall have the right to install.
any warning signs on or about the Premises required by federal, state or, local law:.
LESSEE's Facilities shall be constructed and maintained in a manner and with materials
that are consistent. with the approved puns for the project:. The materials actually used must
match up With the proposed materials and artistic renderings. LESSOR shall provide LESSEE,
LESSEE's employees, agents, contractors, subcontractors and assigns with access to the
Premises twenty-four (24) hours a day, seven (7) days a week, at no charge to LESSER.
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, and to remove them therefrom.
LESSOR shall, at its sole expense; maintain A access roadways from the nearest ptiblio roadway
to the Premises in a manner sufficient to allow reasonable access to thePremises by LESSOR.
Except in of emergency, LESSEE agrees to provide twenty-four (24) hours notice tot
LESSOR before -any installation, maintenance, replacement or repair is to take place on the
Premises. Trl the event. that maintenance is required; such as.therepai.rtting of LESSErs,
Facilities, such maintenance must be completed by LESSEE'within thirty (3i1) days after
LESSEE's. receipt of LESSO.R's written notice uinless the siaturc of the maintenance,:
replacement or repair is of such a nature that greater than thirty (30) days may be'.needed to
complete such work, .in which. event LESSOR hereby gr",lo'LESSEE <such additional tune as
may be reasonably necessary, to complete the work;
11, INDEiv NIFtCATION,
A, LESSEE's indemnity., LESSEE shall indemnify,: defend and hold
L.J SSUI� its officers, employees, successors and assigns harmless from and against any and aft
loss, cost, claim, liability ("Claims') o6cufrivg on the Promises and arising out of or connected
with the negligence or willful misconduct, of LESSEE, its officers, agents, employees, or
contractors except for Claims arising put of(i) the negligence or willful misconduct of LESSOR,.
.its officers, agents, employees, successors, ass' gins, or contractors, (iD violation oflaw by>
LESSOR, its gffcors, agents, employees, or conYcactgrs; (iii) tine breach at'guy duty or obligati ..0
by 1.ESSO[i under this Agreem. nt; or (iv) any condition relating to the itemises Which LESSEE
has. no obligation to. repair or maintain.
13. LESSt?R's intleninity, LESSOR shall indemnify , defend and hold
LESSEE, its offtcers,;ernployees, successors and assignshannf ess from and against any and all',
foss, cast; claim, liability ("Gains") gccur'ririg on the Premises and arising out: ofor connected
with the negligcnee.or willful misconduct of LESSOR, its officer,, agents, employecs, or
contractors,, including, but not limited to City Business as defined in 9ecti{Yn.17 below, except for
Claims arising out of the negligence or willful misconduct of LESSEE. its officers, agents;
employees" of contractors; (ii) violationof law by LESSEE„ its officers; agentst employees, or -w
contractors; (Iii) the breach of any duty or obligation. by LESSEE wider this Agreement; or
(iv) any condition elating to the Premises which LESSOR, has no obligation, to repair or
maintain,
• _ 25G-11
012706Z....iEASE-1;0419.pdf-Page 5
M INSURANCE,
A:R In adcorclanci? Witt, the provisions 4fSecti0n 33(i of the I ttboP. ode„ if
LESSEE. liar any employees it is required to be insured &galrsp )tat�ility for tyoxkefi's
compensation or to uudertalte.&elf-insurance. Prior to commencing performance of this
agreement: LESSEE agrees to obtain and maintain employer's ]iabilityinsuranee with limits of
$1,0001000 per accident. If LESSEE: has.no employees, nor Workers7,6b4npensation coverage., it
must exeetlte. a Declaration available from LESSOR, and update as is necessary::
B: .: I EfiSlfEcsfittll otita n,atits Sole cost, apojf y orpoticies, ofcomigrerciat"
general 1'tabrhty insurance; or equivalent form, with.a:cpmbined Single limit ofS1..,00.0,000 per
occurrence and in .the. aggregate..
Such insurance sttatL (i); iclud0 LESSOR, ts.4ffssers>ageitts,,r."epresentaltYts,
erriplaXees.and volunteers as sdditioaal lnsttreds; (2) be Praulary with respect to Insurance or self,
insurance programs rpaintained by LESQI:, except claims restlti rig f tong LESSI's negligence
or misconduct; and (3):contain standard separation!of insureds -provisions.
LESSEE shall:, (a) prior to exexeising any. right under tfiis. Agreeixtertt, fnmisla.
property exteoted gertzfl"gates of Insurance and prodn#.add ti jntil insured staftzs' is LESSt
which shall.glear[y evidence all, cgverages equ'irerl above;,(l) provide drat such, insurance slait
not be cancelled except on thirty (30) clays prior written riotieeto LESSOR; (e) maintain such
regrrircd coverage for the perlod.covered by this Agreeirient; (d) gtvc L 1::S5BE prompt acid
€itrrely notice of claims made orinstituted ar"tsing oyt-of LESSEE'.& gperafions under this,-
Agreernent; and (e) replace.suoh oxtibmles for polioies expiring• prior to i4e eXpiration of
this
agreement.
13. INTERFERENCE, LESSEE's Facilities shall not disturb the communications
oonfigurat aus, equipment, and frequency,'which exist on gl the:Property.on the date: this
eernehC is fully executed ("Pre -Existing Communications") us Iong_ astbe Pre -Existing:
Ctimmui7ications operate,and gotitinite to operate wittm tlteir respective frequencies and•iir
accordance wide all apptieeble laws . regulations .or publig:. safety conatnunicat on operations,
as may be upgraded periodically,, and LESSEEi's Facilities shall comply with all non-ini<etferenee;
rules of the .Eederat Communications Cdniinissidit (" k CC" ). TLESSOR shall not tise,, or peen t
tie use of, arty. Roroon of the PropextY. in ay. ,way, whiclt interferes• with [.ES.SEE's use of the,
Premises or c�tcroauhes upon the,Premises. In addition to any r?thcr rights Li WE nzay havw
hereunder; LESSEE shall have :rite right to: bring legal action to.enjoin such inlerfereiiee against:
the party -causing any alleged interference midlor immediately terminate thlsAgreemehiL
Kati�ithstandinLt.11 a fiiregoing, Pre -Existing, Ccimmunidstiboti operatic€ in the:ssmi manner as
on the date this Agreement is fully executed shall not be deemed interference, LESSOR shall
retluite any ttiare tetYairts, assignees, licensees, or occupants rising any pol-t rt oftlre k?roperty
fox the operation of mabjlel+vireless or radtq cortu�ttcntgatrorts.fpeillties tt� an�nply +vith the
provisions of this Section and shall obtain LESSEE°:.&; written.consen t prior to, allowing such :use
of the Pfoperty, which such consent shall not bet unreasonably withheld„ conditioned, or delayed;
provided tl t- I - S1 P's gonseir[inay be.vuithheld':if nteifeieitce v✓ith: [:�S�EE's tcansiitiiS'i "-s;.-'
receptions,; operatitnis;.or use of frPgpe;icy will result due to such lase, vuliether Or not. such
interference is xvitli LESSWs frequencies or otherwise, The Gity Manager shalldetcrmine
25G-_ 2
0127664.,,LEASE_.190419.pd - Pap 6
whether eonseat is Unreasonably yvithheld.and may require LESSEE to consent subject to the.
above conditions.
In the event of any interference' with LESSOR'§ public safety cotnmunicatibiu;
operations. LESSEE shall have twenty-four (24) hours after receipt of not ce.to cure the
interference, and .if LESSEE fai Is to do so, LESSOR has the right. to require that LESSEE cease
operating LESSEE's Facilities (except for intermittent testing.to determine the source of the
interference) until LESSEE ls.able to recommence. operations without causing such interference.
If LESSEE's Facilities interfere with LESSOR'S public safety communications operations during
an emergency, LESSOR may require that LESSEE immediately cease operatinglESSEE's:
Facilities -and if LESSEE fails to dose,, LESSOR. has the right to shutdown the electrteitysupply
to LESSEE's Facilities. LESSEE shall reimburse LESSOR for any, actual, reasonable costs that
LESSOR incurs to cure any interference with LESSOR's public safety communications
operations caused by:LESSEE'S Facilities..
14.. REMOVAL UPON TERMINATION. LESSEE, upon expiration or earlier,
termination otthe Agreement, shall within ninety (94) days,. remove all.of LESSEE's fixtures.
and all personal property and otherwise restore the Premises, substantially to its original
condition, at LESSEE's soleexpense, reasonable wexrzmd tears and casualty excepted.
U d Equipmentlstorage buildings may remain at LESSOR's
option. LESSOR agrees and acknowledges that all of the equipment, fixtures and personal
property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the.
right to remgye the same, whether or not said items are considered fixtures and attachments w
real property under applicable law. Ifsuch time for rq#toval causes LESSEE to'remain on the.:
Premises past the aforementioned ninety (94) day period after the e cpiraricn or earlier
termination :af this Agreement, LESSEE shall pay rent at the then existing monthly rate arson the
existing monthly pro-rata basis if based upon a Iotiger payment-xemi, until such time as the
removal oftt e building, antenna strtiett re,:fixtures and all personal property are completed:
Antenna. support structure and ail utilities catiUng and wiring shall remain at LE550R's option in
its as4s condition
15. l 0{?k )INO AND OUI_TCLAIM DEED. If requested by LESSEE, LESSOR
agrees promptly to execute and deliver to LESSEE ai'ecordable Memorandum of this Land
Lease Agreement in the form of Exhibit "P. LESSEE agrees to execute and record a quitclaim
deed or other instrriment evidencing the termination of LESSEE's interest in the Propertyupon
within thirty (34) days following LESSEE'S receipt.ofwritten notice delivered by LESSOR to
LESSEE after the expiration or termination of this Agreement.
l6' RIGHTS UPONSALE. Should the LESSOSk, at any, time during, the term of this
Agreement, decide to sell all or any part of the Property, too, a purchaser other than LESSEE; such
sale shall be under and subject to this Agreement and LESSEE's rights hereunder, and any sale
by the LESSOR of the portion. of this Property underlying the right -of way herein granted shall
be under and subject to the right of LESSEE in and to such right-ol way. LESSOR: shall obtain
for the benefit of LESSEE a r=onablenon-disturlbance agreement from the present and any
future mortgagee(s), or holder(s) of a deed of trust confirming that LESSEE's right to quiet
"possession of the Premises. during ibis agreement shall roc tie disturbed, soWlcinl;-as LESSEE is M
not then in default beyond any applicable cure :period under this Agreement,
P1
25G-43
0127664_-E'ASE.,_1 "0419"ar'f - Page; 7
17. QUIETENJO YMEN' T..I SSOI envenanfs tljat LESS.L"i , on paying the rent and:
performing. the :covenants. shall peaceably and gttictiy have, hold and enjoy the Piemisesk
provided However, that. LESSOR shall have the right and privilcge to conduct City Business on.
the Pt'opeltye,as tiet:essary. "City Buslncss" shall: Cneludet but iaot be limited to the followi10-
miop txaainlet ance, trt nor landscapjnt; ntihor eonstructionr eoticessigna; ies, and City spotisoreci
events„ located near the Premises; so tong"as the City Business does rttxtterfexe:vith or Impair
the operation of USSEE's Facilities„,
1.9, TITLE. LESSOR covenants that LESSOR is "seized of good and sufficient title
and ineesttoYP roptyanhas full authority toentct into and eXectite than Agreement.,
L,ES5012 further etivenan'ts that there arena other lien9, jtidgmettts primpedamcttts.oftitie:on the
Property or affeetirsg IJE$SOR"s title to the sattte and #hat there are no ctiY@rtaitts easements:gr..
restrlctionswhioh prevent the use ofthc T'r'pmises by LESSli1 as set forth above.
19':. NO LIENS: LESSEE Will not permitanl ti eelaanies' or rnaiezialilten's liens od
t1?e: P.rope' ty for any labor or tstaterial fui'iiished, to LESSEE in connectlon with workperfoxttled.
G>yen but; upon
the final deferrnination of'such questions; shall lmmediatelypay any ac[verseudgznentre"ndcred'
with all proper costs and charges and have "the Tien released at its own expense, IfLESSEE,.
desires to. contest anysuch lien,: thou prior to commencing. such corrtest,'it, will post a bond;:
tvhete:i ecesSaty� to release theT on,
70: vfISCELLANEOUS LESSEE RESPONSIBILITIES.
A. lvlaxittittiaa ,Permissible Exposure — LESSEE shall cori,ply with all present
and futut'e laws, orders: and regulations reladttg to Iu aximuth Permissibte. Exposure: (*Pfp j and'.
Other, tt sated health issue& directly applictzlile to its aperatiort oft F. o ih . , as well as
the Atrtercaa National Standards Institute (ATdST) sttsradards to;the extent that such ANSI
standards:ara fully consistent with such laws, orders and regulations. Without lirrriting the
provisions of LESSEE's indemnity contw-lied herein, LESSEE, on belialfof itself and its
siaccesstirs and assigns; shall indemnify i.E.SSOR from and against all claims"ofpersonal injuries-
due'to: vi4latiop ofMPE to the e�Cent sucl:parsonal. ipjuries are actually:caused; by $,ES�EE's
1'`:actiities.on the Premises;
Aw LESSEE shall maintain'LESSEE's Facilities and shall make all repairs to
the Premises necessitated to keep the Peeinises safe. LESSOR may require LESSEE Co make
.repairs to andlor replace dant;apd Cquiplitent of LESSEE'$ Facilities and/or any parts thereto
regardless of fault (including bus oot Itnijted to' damage caused,by vandalism or :acts of god a of
later than one { I) weep; after saint damage is reported to LESSEE, except: For damage caused by
LESSOR, This time period may be extended with written -authorization from the City Manager.
tr1: the event such autltorizatiort is not givch and repairs are, not made in one aveek, LESSOR shay
cause such repairs'to be ma4e'incl.uding making said..repaits and/or hiring a Consultant to rnal c
said repairs;., LESS01t inay chat+ge.LE StE for the costof said services, Daroal e'caused. by
,grafld shall berenrowd within tixrty-efght (48) ho rs notl4aiioat to LESSEE by J > S50R If
said graffiti is snot removed wrthin the 48-hour period, City may remove said gra:ff ti and Bill:
G. LESSI E shall pa3°all persritttl properly faxes assesaed dlrectiy against t4
equipment and all increases in LESSOKt , real property ta;.es or assessments dimett ' attribt�tuhltr
7
_. 25G-14
09276�rb_„t �.�E_iit14i9.'p�#t-i���3£t
to 5rtstallutian of LESSEE"s equipment or.LESSEE's use ofthe Premises within sixty i6Dl`days.
alter receipt of satisfactory documentation indicating calculation of L) SSEE's share of such real
estate taites and ptvof of payment provided kltat suoh amounts ate in tint due withiti. the said
silly (60)-day period LESSEE J as.the right to challenge any uitreasonnble tax assessntent<
D. LESSo.I :grants LESSEE the right joj obtain util5ties fgrthe operation. of
LESSEE'S FAcilitias. ,$MM. shall be responsible directly, to tite serving entities For any and ail
utilities required by LESSEE,for its use of Premises. LESSOR shall ooperateWith LES.SpE
in its efforts to obtain utilities from any location provided by I,E$! iOk or the servicing utility„
iiadhulltig. sittin a any casement or other iiistrumeiit:reasonably r.,equired by the utility >~ompany;.,,
E. L ,WEE ,.shali have tlue right to ?'solace or repair its equipment or any
portioq tlmereoFduring the term o£this Agreement. LESSEE will maintain the Fretnises ina.
good condition, reasonable wear and tear exceptc&
21. tMEWENCY USE OF SITE. LESSEE shall make available to the police; fire
ai5'tl elttergpricp services of tlte,. ty of $atit'a Ana space on its communications tower at no cost tr>.
LESSEE or said entities, subject to strodural analysis, The City ofSai to Ana is responsible "for
maintaining its own equipment.. The space, to be made available will not:create interference with
LES'SEE's communications operations. As to any future subloams, their respeetive installations
will be pormitted only at sitoh location, that `twill not cause i'merf=erence ±ith LESSEE: or
LESS0il :and the' City'. ap'exations., The City entities will by afforded �4rhour access to its
egttipment:at the Property..lh addition:, the City vuill,be provided "power backup" by LESSEE. if
available: at the Premises.
22.. INTECRATIi;A. it is agreed and randerstoO that this Agreement contains all
agreements, promises and understandin"gs.betvrIen the 1 SSOR and LESSI�E and that no verbal
or oral agrc menta, prornises or mtderstandin shall be binding upon either the L]iSSOR or
LESSEE in any dispute, controversy or proceeding at law, and. any addition, variation or
modification to this.Agreement shall be udid and ineffective unless madi iri writing and signed:
bX the Parties. In the;event at provisiriai of the Agreement is fs�un4 to be invAl9d_ or.
unehfoecesble, sucItArtding shall not,aftect the Validityandenfort:eabilify ofthe:reniainiag
provisions of this Agieem�nt. Thn faihtre of either'party w insist upanstrict performance ofany
oftbr tertns:or conditions of this Agreement or to exeralse any' ofits rights under the Agreeniont
shall not waive such rights and such Party shall have the right to enforce such riglitsat anx. Ti.nle
and kalsc:such action as tnay lie.iirvvFul and authorize l under tl 5s Agreeiiterit eithet rn 14w or, In
equity.
23. GOVERNING LAW. This Agreement and the 'performance thereof shall be
governed, interpreted, construed, and regulated by the laws.of the Stated California. with ventto
in Orange County..
24, ATTOFNEYS' .EE1 S, 'the. sitl stint ally prey tiling party in any legal action or
I�N'suit arising hereunder shalt lie entitleel to its reasonable attomoys' fees and eoltrt cost"'c:
iitcluriikg. appealsif any,
25G-15 _
0127664 LEASE-_110 19,pdf- Page 9
25,
A. LESSEE will not assign or.tiwisfertliis.Agreement without the prior
written cotsent of LESSOR, which consent will not be unreasonably. witfiheld,,dlayed or
Conditioned; provided, BE shall j to assign its . i I . ht,% under flifs
Agreement'.to any of LESSEE'S (i) or succemw 1p4gaf
entitles, xp.h oga, or other transfer. oM8SSFV5 FCC
authorization for tliegwgTap1iioarea ,i'n which t he
LESS EE's: network. assets in the geographic area whem the Premises. are, located; or (ifi) in
connection with any Ananqmg,:Ioaij security interest, pfed&, or inoiTgAge of:LESSER*s.
B. LEME ackjiovW&s grid agroes that the City pblicy.ig.io provide fov
co4ocation on communication tower facfiities qina will reasonably f4cijft#ea' pyco-location
,
subject to. the Wrxditloiis:outlmedift Paragraph IT (INTERFERENCE). LESSEE further agrees
that UMOP, sholl Retain ownersWip of aq flaftW lease rights i0li respect to spAde, for
addrtionglcomyrofacilitieswtimtb�Pfopery,Otber than the Pfom(qIn4r h ' glreAdy
leased to Lessee'.
shall enter into .a.Tower Lease sub jqct to. all permits and approvals fronj
all governmental agencies havirig'JuHsdictioA theieovtr, with a future tower co -location user,;
s6bjoct to. right to require any Bach future co-weation usend-reimburse LESSEE'
for a pro -rats shareof , the costs of (i) the tower and its iyisWfactork (ij) on-g6rig and
repair o � f1he tower, maintaining,
upgrading the Premises, including but not.11mite'd to access 0 LIMOR,' receivilig,
eighty pexcebt, (9.6%):of the4ower rent received by LESSEE LESSEE shall provide far:
LE8,80Vs consent pr any Tovuer Lease Agrtenieni, orsublease .%and affidavits stating the,
sublease rent. The Part � 9. intent. in AlloWlng LES.
99)tocollect reunodA po-Itta,
reimbursement of costs mcost of
L coup. I
construction and mairit=anqeofs%O(gnd.aceess thereto) of a,
pta-rata.basig with subsequent users. The Parties intend that LESSOtR,,,. and not LESSEE should
penefit finiiii6ally, froi,ii any f4fure tote co -location agreement. Any futut6 cArdery co -
separate -groJoaseagrecuiratwith the City,
2& NOTICES. Ail notices.ltereunder must he.in` writing grid Shari; be rleerned. ypl i#)y.
given .1f rdW''vWtyC.ar.fifIed.mail, return receipt requested -or by commercial courier, provided
the courier's regpiar business is delivery s6rvicd and provided further 11-tat-it pardidees delivery
*
to dig addi-essce by the end of the next bustnes§Aay f6l �IL I . Ig the toii rceep1. h�ooj tlic
t
sunder, o44msedas fol(lows, (Or, any other address that th& Party to be ftodOccf may Have
designated to the b sender � , y lilts po,tiod),
L.ESSOR,,, City of-SimM Ana
Cleric of the Co licil
2 2 0 Civic Center Plaza
P.O, Box LOR
Santa Ana, CA 92702
.......... ...... I...---.-'-.-- -------
Pzgs 10
Courtesy City of.Wth Ana -- Office of1he City Aftormy
cbpies to 20 . (i Vie, ctimet. plaza (wA
P"OW f3ox !.(A&
Santa Ana, C414miD MR
LESSEE: New Cingu.[Ar Wireless%PICS, LLC,
Attu: Network Real Estette:Adrninlstmdon
kC Cell Sj(o#OCN40
VixodAsset.#: 10512-7664
12555 Cioggigr. Way, Suite 3 1, 00
Alpharett.aiGA30004..
I ..
With a. req4tted copy of stick 4atiee sent to AT&T Legal. Department 61:
I
i te
New'Ungular Wireless PCS,), LLC
Attu: AT&T Le�Al D.e04rtfneiW
ReCe,11SR6400144
Cell Site'N4MW Jemme Pa* CA)
Fixed Asspt,No: 10427.6.64.
P.O..Bbx 97061
Redrno,44AVA 08073-0761
New Chigular Wireless PC$,. LLC
Attm AT&T Legal Departm6ht
Ral WfSfte #00240 1
celf.,Site Narha, JemmeVork (CA)
FiNea'AssO Po: 10121664
16331 NE 72Rd Way
Redrnond,,WA 99052�7827
Notice shall. he effective qpqnI'mailing or defivqfing the gpniq to g ornryipy al. coq4er,.a$
permittedabove.
21, SUCCESSf RS, This Agreement, shaft extend Lp and biDd the heirs, personal
Ms-1 bt ign - tht Ntrks ,her -cto,
28, RELOCATION RIGHT.
A, Anytiffievvid tin flitfiflitial term, USSOR SWI HaVe Ile• right W CaUt6
X —4
rexasunable expenses of moving and re-jnstall%ag the tower stricture �tnd companying
eq'uipment, bicluding, the cost of City permits and Tees whirh L.ESSOR may legally, pay, (2) be
otfof tbeoftnuWiratjqna
!G
26G-1 7 . .. ..... -
0 4127664..LEASE, 110419,pdt-Page 1^
service provided by LESSEE on the Property; (4) no I'm
_pair, of m any manner alter, the quality
afcommuniCaiionsservice provided by LESSEE an.and froin;:the Property, and t5) be done in
accordance vritlt subsections B--and C below. Upon relocation o1' LESSEE'S Far'ilities, the access:
and utility d,ghts.of way.ufil. be relocated as required. in the salt discxetiot5,af LESSt7R, to
operate atid;naalntain .LESSEE':s 1 aciHtios'.
B'. L SSdR shall owdise its relocation.right under suitsecttarr A above by;
delivering written notice (the'Notice") to LESSEE: in the Notice. LESSOR shall propose an
alternate site within or on the Property.to which LESSEE may relocateLESSF-0s Facilities:::
LESSEE shall have ,sixty (60), days frtrrn the date it receives the Notice 3o evaluate. LESSOR's
pro
ptased :ilocatioli site, dtrritig whlelt period l{I� S> EIiall hay e the rfglat to caridtict #csts tt
deterlxtlrte tiiu focltnalogtcal .ft asibrlrty of rile proposed'rel6oation site, ffLESS fails'to
disapprove of such proposed relocation site 7n writing within the sixty d'ay period, LESSEE shall
bedeemed to havedishpproved such proposed relocation site; 1f LESSEE disapprsaves such
relocation":site, then. I ESSOIt max thereafter propose ahother relocation site by Notice to
x;ESSEE.irt tlremanner setfortitaboves elax zeincatian sitaw,lrich LES�()ll..and LESSZ~Eagree�
upon in writing shall: lee refer ei# tlr as tire`"Reloeatatt Site.'' t<i?�SEE shall ,(dove up to twelve.
(:1,?) months after execution of a.writtagagreettaent,betiWer urine pat CieS concoaajng- the location
and dimensions of the Relocation Site to relocate LI S`SHE's facilities to the l;eloeation Site,
Upon relocation. of"LESSEE's Facilriaas to ttre.Relocation:site, all refe'iences,:to
the Preto%es herein sltali be doenred to lee tefexeneos to the Relocation Site, LESSOR attd
l ESSEE"agree that the Relocation Site (inoiadkl tl e aeeess and wility'tl"ghf of way) may he
surveyed by a licensed surveyor:at tlie;sole.cos1.t,�f L? $SEE,,I. and such�sorvey will Cheri replace
Exhibit "W'and become a part hereof and will eontcol. or describe the Premises, Exeept n.
expressly provided,'LESSOR attd LESSEE he.rebyf .agree that in rto event will the relocation of
LESSEE'S l aoAlties, or any pelt thereof, cruder sttbseetlon Abote,. h,F,feat, alter, modify of
otherwise change any of the terrsis and citttditioris.of this ftgreeni;ent.
C, Should the parties tail to agree on a suitWe Relocation Site;: LESSOR
may pay. LI ISE,E the depreciated valud:for LE98EEN Facilities and equipment, based on a ten-
year tease petiod.
29 DFE.1JLTi'. In.tbe event here is a default by e..tltez^parCy;uith respect to any oftlle
provisions; of this Agreement or: its obligations under it; including, the payment of rent;,,the non=:
defaulting party shall gt%e the defaultidg patty #it[en notice Qf such default, After feceipf of such
vvrittrn noticc" tlic di'faulang party shall have thirty 00) days in IWIhiCtr to cutr' any raottetaiy
default and Porky -five t5) days.irt wiiicl 4q cure any non -monetary default, provided the defaulting
patty shall have; such extended pt rlod as may be required beyond, the thirty (30). days if the nature
.of the cure is such that it reasonably, requires more than forty-five (45) days. and the defaulting
party corrrrrrehces the: curt Within ttne forty-five (45)day period and thereafter, contmuously arid
:d l it ently pursues the Cure to complotion.. The non defaultrhgparty ntay not mainCain any acdbhn or
l ftectany remedies,.Cof default ttgairist t}ie defaultioWparty, unless attd until the de aultinb party liar
Mod to cure the same v,4thin the time periods provided in ili'is. Soctiont if citlier. party+ commences
an action againsithe other party -arising out of -or in .connection with this -Agreement, the prevailing,
.. �^- ..._..`party* shall"oe`entitled�to"ltava`}arid recaver'fzom'the`lasih{� jiarty i"easonable""attoi'itey"s"fee5 hrid'"""" "`_ �"�
coatt'tof A it.
I i.
0112766...LEAS _.1I0&19.pcif-E'ag "2
30. ENVIRONMENTAL.
Al LbSal E;sbal'l,riot; bring any ITa atx(tsuslvlato ials onto the
Pte.mise,stPropetty; except for those contained in its back -up -power batteries and common
materials used In telecommunications operations.. '"Hozardous:Materials" shall mean any
substance, chemical or waste identified as bazddou* toxic or dangerous m anyappltcable,
federal,,stuteorlocallaworregulation,.includingpetroleutnaridasbesto's, Lts9EBwill'treat
and dispose. of tiny fJ[a=dous N Av4als brought ok the Preat ises/Property 17 it (n act ordat cE
with ail £cderai,:state and locai''laws a??i regulations:
B. LESSOR will be responsible for all Obligations of compliance with. any
and all environrnental'And industrial hygiene laws;, including:any regulations, guiclel'ines,.
siundards, or policies 6f afiy goVerritneutal autborhi.0 regulating or imposrug statrtl'ards. of
liability, or standards of conduct w`itlt regatolo any eriYrrontnental of iz;.ttttstrial hygiene
conditions ax concerns ag may. pow or at any time heereafter tre in effec. t., that are pr. were in any
way related --to activity now, conducted is on or many way re ]ated to the Property] unless such
conditiosts, or ooncems. arc caused by the aetivities of LESSEE...
C, LMOIt s11All hold, L85S$E:lt1rtiiless�tid lgdei�artifyI ESS_.pl £i.-on),and
assutne all`duliesx responsi bility and (lability at LESSOWL We cost And expense,: for all duties;.
responsibilities, and"liability (including but not tiraited to payment of penalties, sanctions;
%rfeituras,,.losses3 cosis, or damages)" and for responding tts airy action, notice} claim; order;.
snibmons, citatlon; directive_ litigation, investigation or.PfUcedinp which is i'n any way related
#it failure to cotlipfy Nnitlta0y, environtnent.al pr'InditstrialaYygiert€,taw, including trithput;
Clrlattatton:any regulations, buidehnes, st�trdards, or.tsohctes of any governmental'authorities. ..
xeg¢lating" or imposing standards of liability or standards of conduct with regard to, any.
:environmental or industrial hygiene concerns or conditions as may now:or atany`time hereafter
be in effect, unless such cornplidnce results f`rom,twnditions caused by.LESSEE£,and (ii) any
etiwirotunental or induct iaf Hygiene ctirrdittons aril ng out ofor in any. way related to tbe.
condition of the,Brtipeity or actittities corciitcted tfierexzn, unless strclt envtroninental. conditions
are causecl....by LESSEE.:
D. In the etseiit L$SSliE becomes aware of any haeirdous materiais oa the
Property; of any ohvirortrncittal„health ott safety condition or mattot rela#'ung to the Property? tbtit
)tt LESSEE"s sole determinaTit>n, renders: the, condition of the Promises Or Propertyunsuitable for
LES"SEE's use, at; if LESS> E Believes -drat the leasittgor egntirtued leasing"qf the Premises would
expose LESSEE to undue rides of liability to agovernmentagency or third party, LESSEE .will
have the rigiit, in addition to any other rights it may have atlaw or in equity, to ternunate this
Agreemcaupon written notice to LESSOR
31. C&%LA[;jYt to the even.,t;of damage by fire ar other eastaalty, to fire 1*t rnises,
that cannot reasonably be expected to be repaired within sixty(00) days following same on if the.
Propert�,;is damaged by lieu by father casualty"so that such damage may reasonably be expec ed.ta
disrupt I ESSEE.'s. t pest ions. tt the Preriiises frr more than suety (64) day, tiieit Lf aS1 E may.at.
,tiny timp faliowing such lire of gthex cos#(airy, "prtav ded LESSOR has riot commenced the
restore#ton'%eq'uiiecito pefitti"t .M.E fo resunleils operAtitii at the P'reimses, term aq.te tig
Agreement upwi twenty t2U:) Uays written notice to LESS'O12s Any such notice.of'ternrination
shall cause this Agreement to t-xpire with the saute foroc• and cMct As hough the, data Set forth: vt
sttcli notice. were Ov.. date ttrigimally set as the eatpiratico dute of thls Agreement taxi the orties:
I?
_... , 25G-119
-Page 13
shall makid. 4rioppropriaR adjustment, a$ -of so6i tconlowon d'amwiaxmpem 10 payfiien-!$ due
tothe otli..otunder ililg,.A, roorn4ot.Af LESSEE decides tot iAkgroelneftt_, R - e4t.
� g . q p. this
shall boab4ted proporti ii41 ly— to 91greductio of
32. CONDEMNATION. SEE
m4yienniatttf-this ASFedm(intupon fifte,eniri any l(.15).days written nqu(� et,oi,tS80R,, LESSEE may
im
losses; related to theatennag, equipanew, ftstrelooglop costs and its damages And losses; and any
uftt amountre0overoble. by. LESSEE titidercrspdelnnationlaw It 91$. f its: �butnqtfort elo 0 ..
leasehold interest), Any suclinotice qftermination shall cause this Agreement toexp,irc with the
same force and effect as though the .date set forth in such noticewero the date ofigmally'. set-a's
the expiradon date of this Agreement atid'the parties chat) inake.ai3, apprap#iatG adjustment as:of
Stich terrnliatton date=with espMect.to paytnents due to the ether under this Agreement,
31'w SUBMISSION OFLEASE: The submission of this Agreement for examination
doesnot constitute an offer to lease the Premises ind this Agreement becomes cfftdtivc. only
upon th6, Rill e X'e; izu d on of taus A g f c 6 Me tit, by the Patties If an provlsioil heroin N i nv a 114, it
shall be c o n s We rc d d e I QW. fwn tb iS. Agft won tX. n d shall no t: i AV a R date th e. terna i bi11
proyis,ibng of this. Agreement"
14. APPLICABLE. LAWS. LESSEE shall use the Premises tot the, use desaribW
heroin in a4zbidanco with applitablelaws, rules andre#.uladbas. UESgOlkagrees jo..kccpthe
Propefty,itt. eon*forman.ce with All applicable, plicAl lawaj.UIOA d:regulati tit and'agreostwrc4$on4bly
33 5. SURVIVAL., The provisions of& Agreement relating 16 indemnifie-ation Rom
i
one party to:the, other Party, shall survive any terminatibnot expiration of this ARreel noot.
Add,' onafty, any provisions �exvt,,Alch reclgire performau, , s �� q pt Id oh's of thigAgrcon w 0 P. ut to the
terhlwatioo',. prexpirationoftiers: A survive such or expiration,
haI ion,
36, CA TIONS.. The Dao4ons contained in this Agreement are inserted for
con,Vwilence. obly'and are, not.iritch&.j to be part, of the Agreomcat. They sholi not a P,
affect or
ta,
37,. PROPERTY SPECIFIC ACCESS RQES�LA�TIQN& LESSEE agrees to
abide by all rules and regulations oftbe Property and . Premises i . inpoged by LESS. aR ,it, wt ford
in gkhlbit I), attached hereto, as the 94ffie may be e6fige.d, from time, to time jmQ - upon rc'4'01'1ablL'
and
0(hory4s's Iry accordattoL with 4ppl' lo� ht : rule d. �gu 'j, 0
Icab wi rules re lati ns, T.hcsorules and 'regulations
are spetifip to the Facilities site and are imposed to insure the proper maintenance,, good order
and reasonable use of the Premises and Property and as niay be necessary for the enjoy niont 6f
the Prehi6e§.aiid Property by boili partlos hce.ob.
.38, POWERING DOWN D-URING MAINTYNANCEIREPAIR, LESSEE 'agrees
... .........
users of the Facility, while following the procedui es and g4ldelinea set forth by the O_"�wptia'W
Safety andficaith AC111111INtration (OSHA;: the PCC iniplenwriting thoNAtiona[
Polity Act qj'1969, When poorinplA$ Q-M-an)ssion 48 do mod u Re ro r
Q'€. 2766A, LEA$E...140419.pdf - Page 14
maintenance standards pimmulpted by. 4 governmentAl authority having.
prlsdiqtioni over LESSEE) i &P P"'tbeQlT ted -w' E will be turned
to radiall(ltqrs.qtLES$E
pi until the uasaflh ponditionno longer exists. 'fhc, earliest, practicable notice will begiven to
LESSEE using the Information in ExhibitEf.as app
licable,
plicable,
A TgkMINATi
A. CPwVe0edTPm-inafionA If, during the lease, term, there is a
determination made pursuant to an iniappealable order of a countyj st4le,,or national
governmental health agen6y having, propdrJurisclictiou over LESSEE's operations that
LESWE's tisd.df the Premises poses ahbirion health hazard whicheatirid.t`be*i.v.nieditY4iU)A:that
LESSEE trust cease Al 1 optoatiotig on the. P. remisos'tben 'LESSEE shall immediately eeaso. all.
operations an the Premises and this
ylgreeinent shall terminate as of thedate of syeli order; In
the evetit,thafe4pral Cbmmunieationst COmmissipp, or any successor -agency, makes a
determination .which 'is. final and non -appealable orwhich4s affirmed" and becomes: final after the
exhau§tionotall available 4ppehlge6niiiiding thatALESSBE`s: ute.as set forth it this Agreement
presents Winatedali,isk too the pft.hltc b.6alch or s.4fi:ty, 'll'i'dow LESSEE. Mttst cease 41).6paudws
on the prowist% LESSOR they termlow this AP urtee)a� 4 d to.
reenneAl upon to �ayspotic
11 Termination by LiFSSFE V LESSEE ' may tdriffinatt this Apptern eiit by
h6tice to LESSOR if (a} 8Sdoes not obtain 44permitsoonsents, easeraents;,non-
disturbance agreements of otber4ppfovals pooyal') reasonably 'desired by
L,EgnIl orTe ired from any governraelit h IMTOparty related to or reasonably
. I qq �aliuit. authority
necessary to operate install, niai.11WiT, replace, or remove ove LESSEE's Facilities, or if any suchl
,
approval f§.c=6eled,expireA.(jris withdrawn or Ccrminate-d*ithout any fiuitoit8SSE1;E'.ojr
(H)LESSOR fails tQ have properurvriersliip of t}t+lreinisds of fhe atttbotity to enter' into this:
A y lx$s.�Ez�
Sogtip'029'ot b
upon vxiftn Aotig to LE$solz for ony ma�o'n or 110 reason, at fittiepriorto corrioelvemept
of q9tistm0op by LE SM or (V) by LESSEE u nor upon written notiecto:
LESSOR for any, reason or no reason, so'long es LESSEE pap LESSOR termination le, equal
to three (3
fee will be p4yableou aeooutA ofthd teumiria4cii nr tkiia.Agreetnetttby l E S$Ii under a y one
Prmore Af Sections 8, (B)(fii) pr39(B)(jv),
Upon termination; all prepaid. rent shall, beretained .by LFS,SQP�unless termination is pursuant
to (ii) through (1v): above as the result of LESSOR's: default.,
V
Q, Termination by LMOk. LESSOR tray terminate this Agreement if
LESSEE fails to perform any of its obligations pursuant To Sh s Ag#eeinent Clncltiditig all attached
x)aegi 'mg tEhll�ts/Apchm�rtswrit nnwice LoLMSEEkn4reasonall Ilinese
forthi.A.Soction29,
40. MISCELLANEOUS, PROV18iQN
. . ... ........ . P.AllatilsSigna(UMN.'r n.,b J'W.,
has the power authority and right to bind their respective parties to ea0h of the,. terms of this
A-,keement,vind:each party shall indemnify the other fully, including: reatornblecosts and
attorncy's:fees;.for arty injtixieS i5r daniaes rnt art Bid in the evs nt that Bitch authority r r p lv<°eels
not, in fact, held by the signatory of is witbchom-q_,
-25G-21
0327664_!-EASE__i 10419.pdf -Page 15
B3 All Exhibits referenced hercul and attached hereto shall be incorporated as
if fu13y set, forth in the body of this Agreerknt.
C. LESSOR shall not have unsupervised access to LESSEE's equipment and
LESSEE's Facilities, except in eases of exigent circumstances or emergency situations;.
(Signature Page Follows)
_r 25G-22
0127664,.,!-EASE_1'Q419,pdf - Page 116
IN WITNESS WHEREOFtbopartics herewh4ve executed this Agreeneiit to be effective as Qf
the last date written below.
ATTEST-i
M&ARIAV-H—U-6Z—';AR�
Mork of the Coknail
APPROVE-0 AS TOFOW,'�
JQ$tPRV, RETCMER
City Attorney
LAURA $14fieDY
Assistant; City 4WOtney
Mssolz-
CITY OF, SANTA ANA
OAVIO, N� REAM
Date; IL 41 it
LESSEE:
NEW CINGULAR WIRELESS PCSX LLe,
13y. ATaT.M.pb ity Cotyon, tim
ml
------ - 25Gm23
012766z•....LE-A8E__1 i 0419.pdf - Page '17
EXHIBIT A
EGAL DMCRIt TlaN
OF THE. PROPERTY
AM 109-00-30
All that certain real property tooated in the County of Orange, State ofCalifoni a, bring more
particularly described as follows;
Lots 31 and 32 of Re -plat of Santa And Acres, in the City of Santa Ana,
Gcrunty'cjffl[�tnge, State of Gal£arnia, as skiowti oaia n7ap thereof _
recorded in Book 5, at Page & of Miscellanneous Maps, records of said
Orange County.
That certain portion of public street in the State of ialfomia; County of
Orange, City of Santa Ana, shbvni as Center Street 30 feet wide on.a map
of Santa.Ana Acres recorded in Book 5, Page 8 of Miscellaneous Maps of
said Orange County, said portion bounded Southerly by the North line of
McFadden Avcnue; shown on said map as Fairview East Avenue, and
bounded Northerly by the Westerly extension of the Northerly .line of said
Lot32:,
Except therefrom the Easterly 30 feet of Lot 31 conveyed to the Orange
County Plood. Control District by deed recorded June 10, 1974 in Book
11167 Page 340 of Official Records,
.Assessor's Parcel Number 109-050»3. 0
LESSOR. INITIALS:
LESSEE INITIALS,
17
._._..._ 25C-24.
0127664._"EASE_110419.pd - P',igp 18
E�tFl1BET'6:
LEEAL,.4ESCRI PTION t2F TM PRF M 1$ES
3e
$1TEPLr, NSIDF$CRlPRVERE1OFRI11GS.
Hgwever, it is expressly agreed and. understood by and between the LESSOR and
LESSEE that the exact and precise location of the LESSEE'sRacilities are subject to review and.
approval: by the platitling acid/or<zoning, .Boards having ibrisdictlon over the "Premises".
fherefctre, it is;expe'essly.agreed aitd undeistood Uy and betweetr;LESS0I aril L ESSEE
that the precise location of the:1';etnises as shown on. Exhibit `�W.ma bo modified by the.
LESSEE in ordet to comply with and obtain necessary plantring and/or zoning approvalsR and
any and all: other approvals.neeessary for LESSEE9s: intended ute::ofthe property. 'The Prerxiises
aa'described herein may therefaie be modified by the LESSEE to Tefleet the final etigtneeiiiig
design, An esrien4ed Exhibit "W (if necessary) will be provided by the LEE. Slr and attached to
the lease in place of the existing Exhibit "B";. a copy of which.will be provided to the' LESSOR
for revim'priar to he t?g ineorpprated into the Agreement.-
11(lip wIT1• 3
+�r'a 1 f. x q. rr , J v •� .fit ^rti� ` r.» iw " ,^_'s,.-.- an
3.nJ �1y � 1;3'*.ir � \410.•i;'
7 p ^� 1 y0 N14 Hi11+" 6vY �
�.y'}. 1 t � h!•�.'N14ryP L'K 'W V". {ib 1�
mL
�...-.
i i r
* klrttk�S 1 !
1 4 va
USSEE INI7I AI-S: _ u> LESsop INITIALS `
Yw
E
25G'-25
0127664,.!-EASE 11 0419,pdf - Page 19
EXRIBfT C'
JINT.-rWrIoNALLY, OMITTVI)i
10
.. .... 2 5G -2-6 -
0427664LEASE 1 " 0419,pdf - Page 20
EXHIBIT I)
PROPERTY SPECIFIC ACCESS RULESIREGULATIOtVS
I. LESSOR shall have the unilateral right and privilege to undertake all nomiftl
items and operations associated with the current Woof the Property, including, but not limited to
public events and City business, which may include. high powered electric lights and food
services, arrange for the televising of any public event to be held at the Property, and ability to
contract with other interested parties.
2, City busines may also include minor landscaping, maintenance and minor
i W Aping, Minot
construction. proyjmately located near the Premises, so long as the City business does not
interfere -with brimpair the operation of LESSEE's Facilities.
LESSEEs access to the, Premises shall be limited when the Promises is being
used for a public event, and the four (4) hours b,efore and after any such event. LESSEE will
obey any procedures set by LESSOR rcgarding notification before visiting the Premises,
checking in on -site, parking, gates, etc.
20
25G-27
-Page 21.
. WV4,09
CONTACT MQRMATION�
LESSOR'S TECHNICAL CONT'ACTS
Ad,dfeq$20,civlu c0lt6f. Mtn (M-23),
Santg,ArM CA 427,02:
DA4 mp Moo 0 No.- Rom, (714) $714no
-Facsimile No,t
(.714) 571.4204
244160 C6xitaef Nov
,Dispatch. spatcu d6oteit
MA
LESSEE'S TECHNICAL COXTACTS
Nlvlodgl
Now C[ngujvxWircfcss PCS, LLC
,Addtus.:
Attif Network Kcal Esiatq Admililistr4t.16n,
Doythne Phone No.;
Re,, C4 Sho #000W, Flxqd:Assot K012M4
Vic irpile No.",
Ccli Site N4ij6., Jerome 7prk (PA)
244iour Coot mjFlo.. 946+02-6562
11
25G_28
25G-29
01276C;4__L.cA a __Ai,iDl,,,,121010.p11 - Page t
A-2012-199
Celt Site No./Name; FA 10127664 / 00O240-02
Market: Los Angeles
qm
FIRST AMENDMENT TO LAND LEASE AGREEMENT
ty,42S (�J�
THIS FIRST AMENDMENT TO LAND LEASE AGREEMENT ("First Amendment"), dated as
x4�! 1 0 f the latter of the signature dates below (the Effective Date"), is by and between the City of Santa Ana,
zz charter city and municipal corporation organized and existing under the Constitution and laws of the
"Mate of California, having a mailing address of 20 Civic Center Plaza (M-30), P.O. Box 1988, Santa Ana,
California 92702 (hereinafter referred to as "Lessor") and New Cingular Wireless PCS, LLC, a Delaware
limited liability company, having a mailing address of 12555 Cingular Way, Suite 1300, Alpharetta,
Georgia 30004 (hereinafter referred to as "Lessee").
WHEREAS, Lessor and Lessee entered into a Land Lease Agreement dated April 19, 2011,
whereby Lessor leased to Lessee certain Premises, therein described, that are a portion of the Property
located at 2115 West Mcfadden, Santa Ana, Orange County, California (the "Agreement"); and
WHEREAS, Lessor and Lessee desire to amend the Agreement to provide that Lessee is not
obligated to share tower rent received from Verizon Wireless as a third -party tower co -location user; and
WHEREAS, Lessor and Lessee, in their mutual interest, wish to amend the Agreement as set
forth below accordingly.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as
follows:
1. Co -Location Revenue Share. Notwithstanding anything in Section 25(B) of the Agreement
to the contrary, Lessor hereby acknowledges that Lessee is not obligated to share eighty percent (80%) of
the tower rent received from Verizon Wireless, ag'a third -party tower co -location user.
2. Other Terms and Conditions. Remain. In the event of any inconsistencies between the
Agreement and this First Amendment, the terms of this First Amendment shall control. Except as
expressly set forth in this First Amendment, the Agreement otherwise is unmodified and remains in full
force and effect. Each reference in, the Agreement to itself shall be deemed also to refer to this First
Amendment.
3. Capitalized Terms. All capitalized terms used but not defined herein shall have the same
meanings as defined in the Agreement.
REMAINDER OF PAGE INTENTIONALLY BLANK
SIGNATURES APPEAR ON NEXT PAGE
25G-30
01276°'�4._LEWF.,..F;'401...121010,pdf -Page 2
IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to
execute and seal this First Amendment on the dates set forth below.
LESSOR:
ATTEST:
City of Santa Ana
�ytise 0
6)
By: �
MARIA D. HUIZAR
Name: Paul M. Walters
Clerk of the Council
Title: Interi�p CityManager
Date: P10 • ! �
—v
APPROVED AS TO FORM:
JOSEPH STRAKA
Interim City Attorney
��f R
LAUAASHEEDY
Assistant City Attorney
LESSEE:
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: AT&T Mobility Corporation
Its: Manager f,
�0
Y.7
i �/ J rAjy^
Witness• ,
Cam£
By; ✓
Name:
K/
Name: Neil C. Boyer
I
Title: Director —Network
Witness:
Date:
Name: /
25G-31
0127',i�-4_i_( SE_ XV701_121010.pd -Page 3
LESSOR ACKNOWLEDGEMENT
STATE OF )
ss:
COUNTY OF )
BE IT REMEMBERED, that on this day of , 20. before me, the subscriber,
a person authorized to take oaths in the State of personally appeared
who, being duly sworn on oath, deposed and made proof to my satisfaction that s/he is the person(s) named in the
within instrument; and I, having first made known to him/her the contents thereof, s/he did acknowledge that s/he
signed, sealed and delivered the same as his/her voluntary act and deed for the purposes therein contained.
Notary Public:
My Commission Expires;
LESSEE ACKNOWLEDGEMENT
STATE OF GEORGIA )
COUNTY OF
On the day of 2012 before me personally appeared Neil C. Boyer, and
acknowledged under oath that he is the Director - Network of AT&T Mobility Corporation, Manager of New
Cingular Wireless PCS, LLC, the Lessee named in the atta hed instrument, and as such was authorized to execute
this instrument on behalf of the company.
``11\1HIfl/fI/� -
�.q�E
. 6111aH ��i
aN tar Pu is _
OTM My Commissi n 'xpires:
�"� == [NOTARIAL SEAL]
s�.• w
'011Boo
25G-32