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HomeMy WebLinkAboutROYAL STREET COMMUNICATIONS 3 - 2007;P `'I;R.4A-2007-043 LEASE AGREEMENT BETWEEN T3E-C4TY OF SANTA ANA AND ROYAL STREET COMMUNICATIONS, LLC REGARDING COMMUNICATION TOWER FACILITIES AT MADISON PARK Q {RCSC3)ll) This Agreement, made this;^day ofF;c no , 2007 between the City of Santa Ana, a charter city and municipal corporation organized and existing nder the Constitution and laws of the State of California hereinafter designated "LESSOR" and Royal Street Communications, LLC , a Delaware limited liability company, hereinafter designated "LESSEE". The LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties". 1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of real property, including space within Lessor's Shelter and on Lessor's Monopalm Communications Tower located on the Southwest comer of the Shelter, commonly known as Madison Park (the entirety of LESSOR's property is referred to hereinafter as "the Property" and a legal description of the Property is attached hereto as Exhibit "A"), located at 1528 South Standard Avenue, Santa Ana, CA 92707, APN: 014- 431-02, and being described as a 17'6" by 15'3" parcel containing 266 square feet and an easement required for the antenna support structure and for cable runs to connect LESSEE's equipment and antennas, together with the non-exclusive right for ingress and 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 of utility wires, poles, cables, conduits, and pipes over, under, or along a twelve (12') foot wide right-of-way extending from the nearest public right-of-way, to the demised premises, said demised premises and right-of-way (hereinafter collectively referred to as the "Premises") for access being substantially as described herein in Exhibit "B" attached hereto and made a part hereof. In the event any public utility is unable to use the aforementioned right-of-way, the LESSOR hereby agrees to grant an alternative right-of-way either to LESSEE or to the public utility, subject to LESSOR's approval of location and size of said alternative right-of-way, at no cost to LESSEE. 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 shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A". Costs incurred for such work shall be borne by LESSEE. 3. TERM. This Agreement shall be effective as of the date of execution by both parties, provided, however, the initial term shall be for ten (10) years and shall commence on the Commencement Date (defined below). RENT. A. After the Commencement Date, rental payments will be due in an annual rental amount of twenty eight thousand eight hundred and 00/100 dollars ($28,800.00) to be paid in equal monthly installments of two thousand four hundred and 00/100 dollars ($2,400.00) per month on the first day of the month, in advance, to LESSOR or to such other person, firm or place as the LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. Rent shall commence upon the issuance of a building permit or six (6) months after the date of full execution of this Agreement, whichever occurs first ("Commencement Date"). If rent is not paid within fifteen (15) days after the due 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 (60/6) of the then-current monthly rent. Rental amounts attributable to partial months shall be prorated on a daily basis. All Rent and Deposit monies shall be deposited according to the directions outlined in Exhibit "G". B. LESSEE shall reimburse T-Mobile a pro rata share of the hard construction costs incurred by T-Mobile in constructing the facilities as set forth in T-Mobile's confirmation letter dated August 7, 2006, and attached hereto as Exhibit Site No: LA0623B Page 1 of 1 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy 5. ANNUAL RENTAL INCREASES. The rent payments shall be subject to an annual rental increase of four percent (4%) per year, to be increased on each anniversary of the Commencement Date. 6. DEPOSIT. In recognition that the Commencement Date may not occur concurrent with the execution of this Agreement by all parties, LESSEE hereby agrees to pay to the LESSOR upon LESSEE'S execution of this Agreement, a one-time, non-recurring, non-refundable payment equal to one (1) month's rent. 7. EXTENSIONS. LESSEE is granted options to extend this Agreement for up to three (3) additional five-year (5) terms (each a "Renewal Term"). Each Renewal Term shall be on the same terms and conditions as set forth herein and subject to the approval of the City Manager and Executive Director of Parks Recreation and Community Services as follows: after the expiration of the original term, LESSOR reserves the right to deny any such extension, by providing no less than six (6) months prior written notice before the extended term ends, if the LESSOR determines, in its reasonable discretion that LESSEE's continued tenancy would not be in conformity with the LESSOR's intended use of its Property at such time. LESSEE may decline its option to renew at the end of the then-current term by giving LESSOR written notice of the intent to terminate at least thirty (30) days prior to the end of the then current term. 8. GOVERNMENTAL APPROVALS. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or local authorities as well as satisfactory soil boring tests which will permit LESSEE's use of the Premises as set forth herein. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action, which would adversely affect the status of the Property with respect to the proposed use by LESSEE. Prior to 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 surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests") to determine the suitability of the Premises for LESSEE's Facilities (as defined below and in Exhibit D, attached hereto) and for the purpose of preparing for the construction of LESSEE's Facilities. In the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental 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 Premises is no longer technically compatible for its intended use, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE. All rentals paid to said termination date shall be retained by the LESSOR. Upon such termination, this Agreement shall become null and void and all the Parties shall have no further obligations including the payment of money, to each other. 9. APPROVAL OF PLANS. Prior to commencing construction of LESSEE's Facilities (defined below), LESSEE shall obtain LESSOR's approval of LESSEE's work plans, which approval shall not be unreasonably withheld, conditioned, or delayed; such approval shall be issued by the Executive Director of the Parks, Recreation and Community Services Agency or his/her designee. LESSOR shall give such approval or provide LESSEE with its requests for changes, which changes must comply with all applicable building codes, in writing within fifteen (15) working days of LESSOR's receipt of LESSEE's work plans. If LESSEE does not receive such approval or request for changes in writing within such fifteen (15) working day period, LESSOR shall be deemed to have approved the plans. LESSOR shall not be entitled to receive any additional consideration in exchange for giving its approval of LESSEE's plans. 10. USE. LESSEE may use the Premises for any lawful activity in connection with the provisions of mobile/wireless communications services, including without limitation, the transmission and the reception of radio communication signals on various frequencies and the construction, maintenance, and operation of related communications facilities. Accordingly, LESSEE shall have the right to construct, Site No: LA0623B Page 2 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy maintain, install, repair, and operate on the Premises radio communications facilities, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements ("LESSEE's Facilities"). All improvements shall be at LESSEE's sole expense and the installation of all improvements shall be at the discretion and option of LESSEE, with LESSOR approval, which approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall be obtained from LESSOR prior to commencement of any construction, alterations, modifications or improvements pursuant to Section 9 above, and LESSEE agrees to submit architectural and engineering drawings ("Plans") of the equipment to be installed. LESSEE agrees that the installation and maintenance of LESSEE's Facilities shall be effected with all reasonable diligence and precaution to avoid damage to the land, property or personnel. Notwithstanding the foregoing, once the initial improvements are installed, LESSEE may replace, substitute, upgrade and expand its equipment, cables and antennas which comprise LESSEE's Facilities for the purpose of repairing or upgrading the communications capabilities of LESSEE's Facilities, with notice to LESSOR, so long as the equipment, cables or antennas remain within the original physical parameters of the Premises. LESSEE shall not make any substantive physical and/or aesthetic changes to the Premises without the prior approval of LESSOR which shall not be unreasonably withheld, conditioned or delayed. Any such changes are subject to the provisions of Section 13 contained herein below. LESSEE shall be responsible for the cost of any and all damage to park property including but not limited to turf, concrete and/or asphalt, buildings and/or apprentices caused by LESSEE regardless of negligence. LESSOR at its discretion may require LESSEE to repair and or replace said damages or contract for said services and bill LESSEE. The cost of said 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 plans 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 LESSEE. LESSOR represents and warrants that it has full rights of ingress to and egress from the Premises, and hereby grants such rights to LESSEE to the extent required to construct, maintain, install and operate LESSEE's Facilities on the Premises, and to remove them therefrom. LESSOR shall, at its sole expense, maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow reasonable access to the Premises by LESSEE. Except in cases of emergency, LESSEE agrees to provide twenty-four (24) hours notice to LESSOR before any installation, maintenance, replacement or repair is to take place on the Premises. In the event that maintenance is required, such as the replacement of missing branches or the repainting of LESSEE's Facilities, such maintenance must be completed by LESSEE within thirty (30) days of LESSEE's receipt of notice that such repairs are needed. 11. INDEMNIFICATION. A. LESSEE's Indemnity. LESSEE shall indemnify, defend and hold LESSOR its officers, employees, successors and assigns harmless from and against any and all loss, cost, claim, liability ("Claims") occurring on the Premises and arising out of or connected with the negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors except for Claims arising out of (i) the negligence or willful misconduct of LESSOR, its officers, agents, employees, successors, assigns, or contractors; (ii) violation of law by LESSOR, its officers, agents, employees, or contractors; (iii) the breach of any duty or obligation by LESSOR under this Agreement; or (iv) any condition relating to the Premises which LESSEE has no obligation to repair or maintain. B. LESSOR's Indemnity. LESSOR shall indemnify, defend and hold LESSEE, its officers, employees, successors and assigns harmless from and against any and all loss, cost, claim, liability ("Claims") occurring on the Property and arising out of or connected with the negligence or willful misconduct of LESSOR, its officers, agents, employees, or contractors, including, but not limited to City Business as defined in Section 17 below, except for Claims arising out of (i) the negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors; (ii) violation of law by LESSEE, its Site No: LA0623B Page 3 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy officers, agents, employees, or contractors; (iii) the breach of any duty or obligation by LESSEE under this Agreement; or (iv) any condition relating to the Premises which LESSOR has no obligation to repair or maintain. 12. INSURANCE. A. In accordance with the provisions of Section 3300 of the Labor Code, if LESSEE has any employees it is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing performance of this Agreement, LESSEE agrees to obtain and maintain employer's liability insurance with limits not less than $1,000,000 per accident. If LESSEE has no employees, nor workers' compensation coverage, it must execute a Declaration available from LESSOR, and update as is necessary. B. LESSEE shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall insure, on an occurrence basis, against liability of LESSEE, its employees and agents arising out of or in connection with LESSEE's use, occupancy or maintenance of the Property. Such insurance shall: (1) name LESSOR, its officers, agents and employees as additional insured (see sample Exhibit C); (2) be primary with respect to insurance or self-insurance programs maintained by LESSOR; (3) contain standard separation of insured's provisions; and (4) give to LESSOR prompt and timely notice of claim made or suit instituted arising out of LESSEE's operations hereunder. LESSEE shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to LESSOR which shall clearly evidence all coverage required above; (b) provide that such insurance shall not have its required limits reduced or terminated except on thirty (30) days prior written notice to LESSOR; (c) maintain such insurance for the period covered by this Agreement; and (d) replace such certificates for policies expiring prior to the expiration of this Agreement. C. LESSOR, at LESSOR's sole cost and expense, shall procure and maintain on the Property, bodily injury and property damage insurance with a combined single limit of at least One Million Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against liability of LESSOR, its employees and agents arising out of or in connection with LESSOR's use, occupancy and maintenance of the Property. 13. INTERFERENCE. LESSEE's Facilities shall not disturb the communications configurations, equipment, and frequency, which exist on the Property on the date this Agreement is fully executed ("Pre-Existing Communications") and LESSEE's Facilities shall comply with all non-interference rules of the Federal Communications Commission ("FCC"). LESSOR shall not use, or permit the use of, any portion of the Property in any way, which interferes with LESSEE's use of the Premises or encroaches upon the Premises. Such interference with LESSEE's communications operations shall be deemed a material breach by LESSOR, and LESSOR shall have the responsibility to promptly terminate said interference. In addition to any other rights LESSEE may have hereunder, LESSEE shall have the right to bring legal action to enjoin such interference against the party causing any alleged interference and/or immediately terminate this Agreement. Notwithstanding the foregoing, Pre-Existing Communications operating in the same manner as on the date this Agreement is fully executed shall not be deemed interference. LESSOR shall require any future tenants, assignees, licensees, or occupants using any portion of the Property for the operation of mobile/wireless or radio communications facilities to comply with the provisions of this Section and shall obtain LESSEE's written consent prior to allowing such use of the Property, which such consent shall not be unreasonably withheld, conditioned, or delayed, provided that LESSEE's consent may be withheld if interference with LESSEE's transmissions, receptions, operations, or use of frequency will result due to such use, whether or not such interference is with LESSEE's frequencies or otherwise. The Executive Director of Parks shall determine whether consent is unreasonably withheld and may require LESSEE to consent subject to the above conditions. Site No: LA0623B Page 4 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy 14. REMOVAL UPON TERMINATION. LESSEE, upon expiration or earlier termination of the Agreement, shall, within ninety (90) days, remove all of LESSEE's Facilities and all personal. property and otherwise restore the Premises substantially to its original condition, at LESSEE's sole expense, reasonable wear and tear, and casualty excepted. Underground conduits and foundations may remain at LESSOR's option. LESSOR agrees and acknowledges that all of the equipment [wRLpand personal property of LESSEE shall remain the personal property of LESSEE and shall not be deemed fixtures, and LESSEE shall have the right to remove the same at any time during the term of this Agreement. If such time for removal causes LESSEE to remain on the Premises past the aforementioned ninety (90) day period after the expiration or earlier termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the LESSEE's Facilities and all personal property are completed. Antenna support structure lw[u21shall remain at LESSOR's option in as-is condition. 15. RECORDING AND QUITCLAIM DEED. If requested by LESSEE, LESSOR agrees promptly to execute and deliver to LESSEE a recordable Memorandum of this Lease Agreement in the form of Exhibit "F". LESSEE agrees to execute and record a quitclaim deed or other instrument evidencing the termination of LESSEE's interest in the Property upon the expiration or termination of this Agreement. 16. RIGHTS UPON SALE. Should the LESSOR, at any time during the term of this Agreement, decide to sell all or any part of the Property to 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-of-way. LESSOR shall obtain for the benefit of LESSEE a reasonable non-disturbance 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 this Agreement shall not be disturbed, so long as LESSEE is not in default under this Agreement. 17. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and performing the covenants shall peaceably and quietly have, hold and enjoy the Premises, provided however, that LESSOR shall have the right and privilege to conduct City Business on the Property, as necessary, as set forth in Paragraph 25, below. "City Business" shall include, but not be limited to the following: minor maintenance, minor landscaping, minor construction, concessionaires, and City sponsored events, located near the Premises, so long as the City Business does not interfere with or impair the operation of LESSEE's Facilities. 18. TITLE. LESSOR covenants that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement. LESSOR further covenants that there are no other liens, judgments or impediments of title on the Property or affecting LESSOR's title to the same and that there are no covenants, easements or restrictions which prevent the use of the Premises by LESSEE as set forth above. 19. NO LIENS. LESSEE will not permit any mechanics' or materialmen's liens on the Property for any labor or material furnished to LESSEE in connection with work performed. LESSEE shall have the right to contest the validity, nature, or amount of any such lien but, upon the final determination of such questions, shall immediately pay any adverse judgment rendered with all proper costs and charges and have the lien released at its own expense. If LESSEE desires to contest any such lien, then prior to commencing such contest, it will post a bond, where necessary, to release the lien. 20. MISCELLANEOUS LESSEE RESPONSIBILITIES. A. Maximum Permissible Exposure - LESSEE shall comply with all present and future laws, orders and regulations relating to Maximum Permissible Exposure ("MPE") and other related health issues directly applicable to its operation of LESSEE's Facilities, as well as the American National Standards Institute (ANSI) standards. Without limiting the provisions of LESSEE's indemnity contained herein, LESSEE, on behalf of itself and its successors and assigns, shall indemnify LESSOR from and Site No: LA0623B Page 5 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy against all claims of personal injuries due to violation of MPE to the extent such personal injuries are actually caused by LESSEE's Facilities on the Premises. B. LESSEE shall maintain LESSEE's Facilities and shall make all repairs to the Premises necessitated to keep the Premises safe. LESSOR may require LESSEE to make repairs to and/or replace damaged equipment of LESSEE's Facilities and/or any parts thereto regardless of fault (including but not limited to damage caused by vandalism or acts of god not later than one (1) week after said damage is reported to LESSEE, except for damage cause by LESSOR, its employees, agents, contractors or volunteers. This time period may be extended with written authorization from the Executive Director of Parks and Recreation. In the event such authorization is not given and repairs are not made in one week, LESSOR may cause such repairs to be made including making said repairs and/or hiring a contractor to make said repairs. LESSOR may charge LESSEE for the cost of said services. Damage caused by graffiti shall be removed within forty-eight (48) hours notification to LESSEE by LESSOR. If said graffiti is not removed within the 48-hour period, City may remove said graffiti and bill LESSEE for the cost of services. C. LESSEE shall pay all personal property taxes assessed directly against its equipment and all increases in LESSOR's real property taxes or assessments directly attributable to installation of LESSEE's equipment or LESSEE's use of the Premises, within sixty (60) days after receipt of satisfactory documentation indicating calculation of LESSEE's share of such real estate taxes and proof of payment provided that such amounts are in fact due within the said sixty (60) day period. LESSEE has the right to challenge any unreasonable tax assessment. D. LESSOR grants LESSEE the right to obtain utilities for the operation of LESSEE's Facilities. LESSEE shall be responsible directly to the serving entities for any and all utilities required by LESSEE for its use of the Premises. LESSOR shall cooperate with LESSEE in its efforts to obtain utilities from any location provided by LESSOR or the servicing utility, including signing any easement or other instrument reasonably required by the utility company. E. LESSEE shall have the right to replace or repair its equipment or any portion thereof during the term of this Agreement. LESSEE will maintain the Premises in a good condition, reasonable wear and tear excepted. 21. EMERGENCY USE OF SITE. LESSEE shall make available to the police, fire and emergency services of the City of Santa Ana space on the communications tower at no cost to LESSEE or said entities. The City of Santa Ana is responsible for maintaining its own equipment. The space to be made available will not create interference with LESSEE's communications operations. As to any future leases or subleases, their respective installations will be permitted only at such locations that will not cause interference with LESSEE or LESSOR and the City's operations. The City entities will be afforded 24- hour access to its equipment at the Property. In addition, the City will be provided "power backup" by LESSEE, if available at the Premises. 22. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between the LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either the LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, either in law or in equity. 23. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of California, with venue in Orange County. Site No: LA0623B Page 6 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy 24. ATTORNEYS' FEES. The substantially prevailing patty in any legal action or lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any. 25. ASSIGNMENT. A. LESSEE will not assign or transfer this Agreement or sublet any portion of the Premises without the prior written consent of LESSOR, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that LESSEE shall have the right to sublease or assign its rights to LESSEE'S communications facilities under this Agreement to any of LESSEE's (i) partners, parents, subsidiaries, affiliates, or successor legal entities, (ii) in connection with the sale, exchange, or other transfer of LESSEE's FCC authorization for the geographic area in which the Premises are located or of majority of LESSEE's network assets in the geographic area where the Premises are located, or (iii) in connection with any financing, loan, security interest, pledge, or mortgage of LESSEE's property. B. LESSEE acknowledges and agrees that the City policy is to provide for co- location of communication tower facilities. LESSEE further agrees that LESSOR, and not LESSEE, shall retain ownership of any further lease rights with respect to co-location of communication facilities on the Property. Further LESSOR shall retain the authority and absolute right to enter into a LEASE AGREEMENT with a second mobile/wireless communications provider (LESSEE 2) to utilize the facilities, subject to such use not interfering with LESSEE's use thereof as provided for in this Agreement. The subsequent Lease Agreement shall include a provision that LESSEE 2 will reimburse LESSEE for the additional costs incurred by LESSEE in constructing communications facilities utilized by LESSEE 2 in conjunction with the Premises. 26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: City of Santa Ana Executive Director Parks, Rec. & Community Services (M-23) 888 W. Santa Ana Blvd. Santa Ana, CA 92702 Courtesy City of Santa Ana - Office of the City Attorney Copy to 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 LESSEE: Royal Street Communications, LLC 2913 El Camino Real 4561 Tustin, CA 92782 Attn: Property Manager Telephone: 714-730-3100 Facsimile: 714-730-3200 Copy to: Royal Street Communications, LLC 7557 Rambler Road, Suite 700 Dallas, TX 75231 Attn: Property Manager Site No: LA0623B Page 7 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy Notice shall be effective upon mailing or delivering the same to a commercial courier, as permitted above. 27. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representatives, successors, administrators and assigns of the Parties hereto. 28. RELOCATION RIGHT. A. Anytime after the expiration of the original term, LESSOR shall have the one- time right, upon redevelopment of the Property, to relocate LESSEE's Facilities to alternate space within the Property, if available; provided however, that such relocation shall (1) be at LESSOR's sole cost and expense, (2) be performed by LESSEE or its agents, (3) not result in any interruption of the communications service provided by LESSEE on the Property, (4) not impair, or in any manner alter, the quality of communications service provided by LESSEE on and from the Property, and (5) be done in accordance with subsections B and C below. Upon relocation of LESSEE's Facilities, the access and utility rights of way will be relocated as required, in the sole discretion of LESSEE, to operate and maintain LESSEE's Facilities. B. LESSOR shall exercise its relocation right under subsection A above by (and only 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 relocate LESSEE's Facilities. LESSEE shall have sixty (60) days from the date it receives the Notice to evaluate LESSOR's proposed relocation site, during which period LESSEE shall have the right to conduct tests to determine the technological feasibility of the proposed relocation site. If LESSEE fails to approve of such proposed relocation site in writing within the sixty-day period, LESSEE shall be deemed to have disapproved such proposed relocation site. If LESSEE disapproves such relocation site, then LESSOR may thereafter propose another relocation site by Notice to LESSEE in the manner set forth above. Any relocation site which LESSOR and LESSEE agree upon in writing shall be referred to as the "Relocation Site." LESSEE shall have a period of not less than twelve (12) months after execution of a written agreement between the parties concerning the location and dimensions of the Relocation Site to relocate LESSEE's Facilities to the Relocation Site. Upon relocation of LESSEE's Facilities to the Relocation Site, all references to the Premises herein shall be deemed to be references to the Relocation Site. LESSOR and LESSEE agree that the Relocation Site (including the access and utility right of way) may be surveyed by a licensed surveyor at the sole cost of LESSEE, and such survey will then replace Exhibit "B" and become a part hereof and will control or describe the Premises. Except as expressly provided, LESSOR and LESSEE hereby agree that in no event will the relocation of LESSEE's Facilities, or any part thereof, under subsection A above, affect, alter, modify or otherwise change any of the terms and conditions of this Agreement. 29. DEFAULT. In the event there is a default by either party with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, the non-defaulting party shall give the defaulting party written notice of such default. After receipt of such written notice, the defaulting party shall have fifteen (15) days in which to cure any monetary default and thirty (30) days in which to cure any non-monetary default, provided the defaulting party shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the defaulting party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. The non-defaulting party may not maintain any action or affect any remedies for default against the defaulting party unless and until the defaulting party has failed to cure the same within the time periods provided in this Section. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suit. 30. ENVIRONMENTAL. A. LESSEE shall not bring any Hazardous Materials onto the Premises/Property, except for those contained in its back-up power batteries and common materials used in Site No: LA0623B Page 8 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy telecommunications operations. "Hazardous Materials" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation, including petroleum and asbestos. LESSEE will treat and dispose of any Hazardous Materials brought onto the Premises/Property by it in accordance with all federal, state and local laws and regulations. B. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Property, unless such conditions or concerns are caused by the activities of LESSEE. C. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (including but not limited to payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: (i) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by LESSEE; and (ii) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE. 31. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within sixty (60) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than sixty (60) days, then LESSEE may at any time following such fire or other casualty, provided LESSOR has not commenced the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Agreement upon twenty (20) days written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. If LESSEE decides not to terminate this Agreement, Rent shall be abated proportionally to the reduction of use. 32. CONDEMNATION. In the event of any condemnation of the Premises, LESSEE may terminate this Agreement upon fifteen (15) days written notice to LESSOR. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses, and any other amount recoverable by LESSEE under condemnation law (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. 33. SUBMISSION OF LEASE. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. 34. APPLICABLE LAWS. LESSEE shall use the Premises for the use described herein in accordance with applicable laws, rules and regulations. LESSOR agrees to keep the Property in conformance with all applicable, laws, rules and regulations and agrees to reasonably cooperate with LESSEE regarding any compliance required by LESSEE in respect to its use of the Premises. Site No: LA0623B Page 9 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy 35. SURVIVAL. The provisions of the Agreement relating to indemnification from one Parry to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement, which require performance subsequent to the termination, or expiration of this Agreement shall also survive such termination or expiration. 36. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 37. PROPERTY SPECIFIC ACCESS RULES/REGULATIONS To the extent that such rules are not inconsistent with or do not interfere with LESSEE's rights herein, LESSEE agrees to abide by all rules and regulations of the Property and Premises imposed by LESSOR as set forth in Exhibit D, attached hereto, as the same may be changed from time to time upon reasonable notice to LESSEE. These rules and regulations are specific to the Facilities site and are imposed to insure the proper maintenance, good order and reasonable use of the Premises and Property and as may be necessary for the enjoyment of the Premises and Property by both parties hereto. 38. POWERING DOWN DURING MAINTENANCE / REPAIR (Not applicable to free-standing/independent Communications Facilities). LESSEE agrees that during all maintenance on the Communications Facility by the LESSOR or other lessees or users of the Facility, while following the procedures and guidelines set forth by the Occupational Safety and Health Administration (OSHA) and the FCC implementing the National Environmental Policy Act of 1969, when continuing transmission is deemed unsafe for maintenance personnel (based upon standards promulgated by a governmental authority having jurisdiction over LESEE) due to radiation, the effected transmitters of LESSEE will be turned off until the unsafe condition no longer exists. The earliest practicable notice will be given to LESEE using the information in Exhibit E, as applicable. 39. TERMINATION. A. Compelled Termination: If, during the lease term, there is a determination made pursuant to an un-appealable order of a county, state, or national governmental health agency having proper jurisdiction over LESSEE's operations that LESSEE's use of the Premises poses a human health hazard which cannot be remedied and that LESSEE must cease all operations on the Premises, then LESSEE shall immediately cease all operations on the Premises and this Agreement shall terminate as of the date of such order. In the event the Federal Communications Commission, or any successor agency, makes a determination which is final and non-appealable or which is affirmed and becomes final after the exhaustion of all available appeals concluding that LESSEE's use as set forth in this Agreement presents a material risk to the public health or safety and that LESSEE must cease all operations on the Premises, LESSOR may terminate this Agreement upon fourteen (14) days notice to LESSEE. B. Termination by LESSEE: LESSEE may terminate this Agreement by notice to LESSOR if (i) LESSEE does not obtain all permits, consents, easements, non-disturbance agreements or other approvals (collectively "approval") reasonably desired by LESSEE or required from any governmental authority or any third parry related to or reasonably necessary to operate, install, maintain, replace, or remove LESSEE's Facilities, or if any such approval is canceled, expires or is withdrawn or terminated without any fault of LESSEE, or (ii) LESSOR fails to have proper ownership of the Premises or the authority to enter into this Agreement, or (iii) for any reason or no reason after the first ten (10) years, only with twelve (12) months' written notice to LESSOR, or (iv) the Property or LESSEE's Facilities are, or become, unacceptable under LESSEE's design or engineering specifications for LESSEE's Facilities or the communications system to which LESSEE's Facilities belong, or (v) LESSOR fails to cure a default pursuant to Section 29. Upon termination, all prepaid rent shall be retained by LESSOR, unless termination is pursuant to (ii) above or (v) above as the result of LESSOR's default. C. Termination by LESSOR: LESSOR may terminate this Agreement if LESSEE fails to perform any of its obligations pursuant to this Agreement (including all attached Site No: LA0623B Page 10 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy Exhibits/Attachments) after giving written notice to LESSEE and reasonable time to cure as set forth in Section 29. 40. MISCELLANEOUS PROVISIONS. A. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and each party shall indemnify the other fully, including reasonable costs and attorney's fees, for any injuries or damages incurred in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. B. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. C. LESSOR shall not have unsupervised access to LESSEE's equipment and LESSEE's Facilities, except in cases of exigent circumstances or emergency situations. D. LESSEE shall be permitted to trim the trees on the Property to the extent necessary for the operation of LESSEE's Facilities, provided that (i) any tree trimming work shall be performed only under the supervision of a licensed arborist, (ii) LESSEE notifies LESSOR in writing at least ten (10) days in advance of its intent to trim trees, and the Executive Director of Parks and Recreation or his designee approves in writing any proposed trimming, (iii) LESSEE agrees to trim any additional trees reasonably requested by LESSOR, and (iv) the tree trimming is at LESSEE's sole cost. LESSOR reserves the right to reasonably deny any request to trim trees, E. Lessor acknowledges that Lessee may enter into financing arrangements including promissory notes and financial and security agreements for the financing of Lessee's Facilities (the "Collateral") with a third parry financing entity and may in the future enter into additional financing arrangements with other financing entities. In connection therewith, Lessor (i) consents to the installation of the Collateral to the extent that the Collateral is part of the approved Lessee's Facilities; (ii) disclaims any interest in the Collateral, as fixtures or otherwise, whether arising at law or otherwise, including, but not limited to any statutory landlord's lien; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings, except to the extent the cost of such Collateral has been reimbursed by an additional communications provider pursuant to Paragraph 25(b), above. ***SIGNATURES ON FOLLOWING PAGE*** Site No: LA0623B Page I 1 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA PATRICIA E. HEALY DAVID N. REAM Clerk of the Coup_cil A r City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By. LAU EEDY Assistant City Atto ey LESSEE: Royal Street Communications, LLC, a Delaware limited liability company By: Printed Name: Its: Christine Bn den Date: Network Deve ent Manager C (?/7 Site No: LA0623B Page 12 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 014-431-02 All that certain real property located in the County of Orange, State of California, being more particularly described as follows: A PORTION OF LAND ALLOTTED TO F.W. KOLL IN PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK "B" OF JUDGEMENTS OF THE 17TH JUDICIAL COURT OF LOS ANGELES COUNTY, CALIFORNIA, LOCATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE CENTER LINE OF STANDARD AVENUE 1320.01 FEET SOUTHERLY FROM THE INTERSECTION OF THE CENTER LINE OF STANDARD AVENUE AND MCFADDEN STREET; THENCE SOUTH 89015'09" WEST 546.60 FEET TO A POINT; THENCE SOUTH 0037'15" WEST 1127.70 FEET TO A POINT; THENCE SOUTH 89022'45" EAST 547.47 FEET TO A POINT; THENCE NORTH 0034'10" EAST 1140.76 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, THAT PORTION OF LAND CONVEYED TO SANTA ANA SCHOOL DISTRICT OF ORANGE COUNTY IN THE DEED RECORDED NOVEMBER 4, 1955 IN BOOK 3270 PAGE 419 OF OFFICIAL RECORDS. LESSOR INITIALS: LESSEE INITIALS: Site No: LA0623B Page 13 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy EXHIBIT B LEGAL DESCRIPTION OF THE PREMISES SITE PLANS/ DESCRIPTIVE RENDERINGS However, it is expressly agreed and understood by and between the LESSOR and LESSEE that the exact and precise location of the LESSEE's Facilities are subject to review and approval by the planning and/or zoning Boards having jurisdiction over the "Premises". Therefore, it is expressly agreed and understood by and between LESSOR and LESSEE that the precise location of the Premises as shown on Exhibit °B" may be modified by the LESSEE in order to comply with and obtain necessary planning and/or zoning approvals, and any and all other approvals necessary for LESSEE's intended use of the property. The Premises as described herein may therefore be modified by the LESSEE to reflect the final engineering design. An amended Exhibit "B" (if necessary) will be provided by the LESSEE and attached to the lease in place of the existing Exhibit "B", a copy of which will be provided to the LESSOR for review prior to being incorporated into the Agreement. Site No: LA0623B Page 14 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy 35? i 1 I I ? Paver I Easemeni i Irl 12 Access Easement i figl x l z ? v 1i x ? f ?e Telco Access Easement S. STANDARD ANENDF -?.m - I - LESSOR INITIALS: 6 J LESSEE INITIALS: Site No: LA0623B Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy Page 15 of 24 O 2 _ a g ?c 9 r_ IL l V _ ?d fi gg 55 "r- ?2g \ 5Q E t R- p[ t" a @? [c 5F m z a ?, ga a S Access Easement for y equipment and tower g g I SINGIYIe 3 e L - ? ? ? I ? rvv r-r 1] - 1. -___ - 1 I 112 e\ - F 5 F I p /A SF LESSOR INITIALS: C1Y' 01 - INITIALS: Site No: LA0623B Page 16 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy Orin N r LESSOR INITIALS: C? LESSEE INITIALS: Site No: LA0623B Page 17 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy F y ? ?3? 3 p g 99 p g ' J i ?_ / ? 55 d 1 i a y y 0 all s¢ :e ss x 5 ? 66@ i °p 9Y sylph y y ?d LESSOR INITIALS: (yj LESSEE INITIALS: Site No: LA0623B Page 18 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy ACORD CERTIFICATE OF LIABILITY INSURANCE 10/13/2 061 PRODUCER (972)419-7500 FAX (972)419-7555 Sleeper Sewell & Company 12222 Merit Dr., Suite 200 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Dallas, TX 75251-2297 INSURERS AFFORDING COVERAGE NAIC # INSURED Royal Street Communications, LLC INSURERA: St. Paul Fire & Marine Insurance Company 8144 Walnut Hill Lane INSURER B: Suite 800 INSURER C: Dallas, TX 75231 INSURER D: INSURER E: I HE HULIUIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR SR TYPE OF INSURANCE PODCV NUMBER POLICY EFFECTVE Mffi? POUCYEXPIRATION OMITS GENERAL LABILITY TE09103792 09/01/2006 09/01/2007 EACHOCCURRENCE $ 1, Door 00( X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 1,000, CLAIMS MADE FX OCCUR MED EXP (Any one person) $ A PERSONAL 6 ADV INJURY $ 1 000 00 , , GENERALAGGREGATE $ 2 000 00 GEN-L AGGREGATE LIMIT APPLIES PER Pft0. PRODUCTS-COMP/OP AGG , , $ 2,000,00 POLICY JECT X LOC AU TOMOBILE LIABILITY TE09103792 09/01/2006 09/01/2007 COMBINED SINGLE LIMIT $ X ANY AUTO (Eae¢dent) 11000,00 ALL OWNED AUTOS BODILY INJURY $ A SCHEDULED AUTOS (Per person) X HIREDAUTOS BODILY INJURY $ X NON-0WNEDAUTOS (Perannident) X Comp $1000 Ded AGE X Coll $1000 Ded (Per apclder,U $ GA RAGE UABIDTY AUTO ONLY - EA ACCIDENT $ I ANY AUTO EAACC OTHER THAN $ AUTO ONLY AUTO ONLY AGO $ EXCESSIUMBRELLA LABILITY TE09103792 09/01/2006 09/01/2007 EACH OCCURRENCE $ 5,000, X OCCUR CLAIMS MADE AGGREGATE $ 5,000,00 A $ DEDUCTIBLE X RETENTION $ 10, $ WORKERSCOMPENSATIONAND EMPLOYERS' LIABIUTY HIUB7146C44AO6 09/01/2006 09/01/2007 X WC STATU- DTH A ANY PROPRIETORIPARTNERIEXECUTIVE E.L.EACM ACCIDENT $ 11000,00 OFFICERIMEMSER EXCLUDED? P E.L. DISEASE - EA EMPLOYE $ 1,000,00 S ECIAL PROVISIONS SPECIAL PROVISIONS Bel. E.L. DISEASE - POLICY LIMIT $ 1,000,00 usTness Personal TE09103573 07/30/2006 07/30/2007 $1,000,000 A roperty Special Form Including Theft DESCRIPTION OF OPERATIONg I LOCATIONS /VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS ITE# LA0 2 : 6 3B / 1528 SOUTH STANDARD AVE, SANTA ANA, CA 92707. CERTIFICATE HOLDER IS ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY AND AUTOMOBILE LIABILITY. RIVER OF SUBROGATION AS RESPECTS GENERAL LIABILITY, AUTOMOBILE LIABILITY AND WORKERS COMPENSATION. CITY OF SANTA ANA - CITY ATTORNEYS OFFICE 20 CIVIC CENTER PLAZA (M-23) P 0 BOX 1988 SANTA ANA, CA 92702 SHOULD ANY OF THE ABOVE OESCRISED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTCE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AI I HDKICeU KEPIIESIEN I A I IVE /1YVRV CD II.WI/G6/ CACORD CORPORATION 1988 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT Insurance Company St. Paul Fire & Marine Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # TE09103792 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employees and agents are named as additional insured ("additional insured") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insured. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insured, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty(30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective 09/01/2006 to 09/01/2007 this endorsement form as a part of Policy # TE09103792 Issued to Roval Street Communications LLC Named Insured Countersigned by Doug Jones Authorized Representative Site No: LA0623B Page 19 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy EXHIBIT D PROPERTY SPECIFIC ACCESS RULESIREGULATIONS I. LESSOR shall have the unilateral right and privilege to undertake all normal items and operations associated with the current use of 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 business may also include minor landscaping, minor maintenance and minor construction proximately located near the Premises, so long as the City business does not interfere with or impair the operation of LESSEE's Facilities. 3. LESSEE's access to the Premises shall be limited when the Premises is being used for a public event, and the four (4) hours before and after any such event. LESSEE will obey any procedures set by LESSOR regarding notification before visiting the Premises, checking in on-site, parking, gates, etc. Site No: LA0623B Page 20 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy EXHIBIT E CONTACT INFORMATION: LESSOR'S TECHNICAL CONTACTS: Name: Address: Daytime Phone No.: Facsimile No.: 24-Hour Contact No.: Dispatch Center: Name: Address: Daytime Phone No.: Facsimile No.: 24-Hour Contact No.. Dispatch Center: City of Santa Ana Administrative Services 888 W. Santa Ana Blvd., 2nd Floor, (P.O. Box 1988) Santa Ana, CA 92702 714-571-4220 714-571-4209 N/A N/A ATS Communications 22651 Lambert Street, 101A, Lake Forest, CA 92630 949-305-7848 949-768-6984 N/A N/A LESSEE'S TECHNICAL CONTACTS: Name: Operations Center Address: 2913 El Camino Real #561, Tustin, CA 92782 Daytime Phone No.: 1-866-672-6727 Facsimile No.: N/A 24-Hour Contact 1-866-672-6727 No.. Dispatch Center: 1-866-672-6727 Site No: LA0623B Page 21 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy EXHIBIT F MEMORANDUM OF LEASE AGREEMENT THIS MEMORANDUM OF LAND LEASE AGREEMENT is made and entered into as of , 2007 by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Lessor") and Royal Street Communications, LLC, a Delaware limited liability company ("Lessee"). WITNESSETH: That Lessor hereby leases to Lessee and Lessee hereby leases from Lessor a portion of that certain real property (the "Property") in the State of California, County of Orange, City of Santa Ana commonly known as 1528 South Standard Avenue, Santa Ana, CA, 92707, a legal description of which is shown in Exhibit A attached hereto and incorporated herein by reference, under the terms and conditions of the unrecorded Land Lease Agreement by and between Lessor and Lessee dated by Lessor 2007, and incorporated herein by reference (the "Agreement") for an initial term of ten (10) years, commencing on the Commencement Date, as defined in the Agreement, and three (3) subsequent optional extension terms of five (5) years each, pursuant to the terns of the Agreement. The Agreement provides for grant of non- exclusive right of way for rights of access to the Property and to electrical and telephone facilities serving the Property. IN WITNESS WHEREOF, the parties have executed the Memorandum as of the day and year first above written. LESSEE: Royal Street Communications, LLC, a Delaware limited liability company Title: Address: 2913 El Camino Real, #561, Tustin, CA 92782 LESSOR: City of Santa Ana By: Title: Address: 20 Civic Center Plaza (M-29), P.O. Box 1988, Santa Ana, California 92702 [FORM DOCUMENT, PLEASE INITIAL ONLY - NOT FOR EXECUTION] Owner Initials Lessee Initials C6 Site No: LA0623B Page 22 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy EXHIBIT G RENT MONIES DEPOSIT DIRECTIONS Lessee shall make monthly rent deposits to the following: Bank Name Western Financial Bank Bank Address 15750 Alton Parkway, Irvine, CA 92681 Bank Phone# 858-522-1420 Bank FAX# 858-514-2105 ABA Routing Number 322285752 Account Name Pacific Southwest realty Services ATS Communications-Municipal Lockbox Account Account Number 2460052935 Bank Contact Name Mary F. Nauert mnauert@psrs.com If by mail: please have the remittances sent to the following address: Pacific Southwest Realty Services Attn: Mary F. Nauert 8840 Complex Drive, Suite 101 San Diego, CA 92123 Owner Initials Lessee Initials T_)2; Site No: LA0623B Page 23 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy EXHIBIT H T "Mob le r August 7, 2006 William Lynch WMI Enterpriscs, Inc. Repr oonting Royal Street 7575 Cadencia Street Carlsbad, CA 92009 RE: Royal Street Communications Coat Shore Commitment T--Mobile Site Reference: LA02901A & LA03010A Royal Street Site Reference: IA0623B & LA0620A William, The pwpose of this letter is to "quad written commitment from Royal Street regarding the cost share agreements that will be associated with Royal's colo an two T-Mobile new builds that are located in the City of Santa Ana also known as Jerome Park and Madison Parr. Royal Strad will be responsible for 50% of all costs associated with the build of these communication facilities. The estimated cons of Royal's share will be roughly S 140,000 per site. Signature of this letter will confirm that Royal Street is indeed aware of the casts and will be forthcoming with payments associated with the cost slave agreements, Th/?????a/nk you, 0-1 .yrC7 Catrine Kangris Y? Co-Location Specialist T Commuri atw s: I Iagmml them®ede, Suitt 1100 SM, A^ CA 92707- peen.. 1714) t50.N00 • tax: (714) 250Sa60 Owner Initials Lessee Initials (1,13 Site No: LA0623B Page 24 of 24 Site Address: 1528 South Standard Avenue, Santa Ana, CA 92707 Execution Copy A-2007-043 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Royal Street Communications, LLC 2913 El Camino Real, # 561 Tustin, CA 92782 Attn.: Property Management Site #LA0623B MEMORANDUM OF LEASE AGREEMENT This Memorandum of Agreement is entered into on this dbr# day of rFe6-_uar` , 2007, by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, with an office at 20 Civic Center Plaza (M-29), P.O. Box 1988, Santa Ana, California 92702 (hereinafter referred to as "Lessor"), and Royal Street Communications, LLC, a Delaware limited liability company, with an office at 2913 El Camino Real, # 561, Tustin, CA 92782 (hereinafter referred to as "Lessee"). WITNESSETH: That Lessor hereby leases to Lessee and Lessee hereby leases from Lessor a portion of that certain real property (the "Property") in the State of California, County of Orange, City of Santa Ana commonly known as 1528 South Standard Avenue, Santa Ana, CA, 92707, a legal description of which is shown in Exhibit A attached hereto and incorporated herein by reference, under the terms and conditions of the unrecorded Land Lease Agreement by and between Lessor and Lessee dated by Lessor , 2007, and incorporated herein by reference (the "Agreement") for an initial term of ten (10) years, commencing on the Commencement Date, as defined in the Agreement, and three (3) subsequent optional extension terms of five (5) years each, pursuant to the terms of the Agreement. The Agreement provides for grant of non- exclusive right or way for rights of access to the Property and to electrical and telephone facilities serving the Property. IN WITNESS WHEREOF, the parties have executed the Memorandum as of the day and year first above written. LESSOR: City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California _ lvw? ?v wv v?.?n vv CNa/me: Catherine Standiford Title: Assistant City Manager Date: 0-7 ATTEST 7r -YL- By. Name: Patricia E. Healy LESSEE: Royal Street Communications, LLC, a Delaware limited liability company Bya, ? ? Name: Title: WWI 1% 1 / ?wwl Date: h? Title: Clerk of the Council Date: Execution Copy Page 1 of 3 STATE OF COUNTY OF On before me, Notary Public, personally appeared me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to herwithinyinstrumeo , known and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary (SEAL) STATE OF COUNTY OF On before me, Notary Public, personally appeared _, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public (SEAL) STATE OF l ?Q,. `? 7? r n I C,( COUNTY OF On .(, before me, ???g Notary Public, personally appeared me ( personally known to @BRA) to erson whose and acknowledged to me that h she hey executed the same inbhi er heir uthorz d cnatme a aci t are subscribed to t/Jh?ey their in wit instrument on the instrument, the person?4, or the entity upon behalf of which the person( acted, executed the instrumenty hr ` signaturV WITNESS my hand, and official seal. Notary PYb is v G (SEAL) BERENICE PINEDA Commisslon # 1658899 z2` , v Notary Public - California Orange County My Comm. Expires Apr 17, 2010 Execution Copy Page 2 of 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange ISS. On March 6, 2007, before me, Claudia M. Fernandez-Shaw, Notary Public, Name and Title of Officer (e.g., "Jane Doe, Notary Public's personally appeared Catherine Standiford CIAUDIA M. FERNANDEZ•tiHAW CommisUOn M 1699599 y Notary Public - California Orange County My Comm. Expires Jon 25, 2010 p rsonally known to me ? proved to me on the basis of satisfactory evidence to be the person(s' whose name( gr? subscribed to the within instrument and acknowledged to me that+CL<?;k3ey executed the same in hi i Ltkeir-- authorized capacity(resr} and that by :isA15F-Aheir signature(, 4-on the instrument the person(,Kor the entity upon behalf of which the perso s) acted, executed the instrument. my hand and official seal. Place Votary Seal Above ei 1 LIZOPTIONAL Though the information below is not required bylaw, it may prove valuable to persons relying on the document And could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ? Individual ? Corporate Officer - Title(s):_ ? Partner -- ? Limited ? General ? Attorney in Fact ? Trustee ? Guardian or Conservator ? Other: Top EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY to the Memorandum of Agreement dated , 2007, by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, as Lessor, and Royal Street Communications, LLC, a Delaware limited liability company, as Lessee. All that certain real property located in the County of Orange, State of California, being more follows: particularly described as A PORTION OF LAND ALLOTTED TO F.W. KOLL IN PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK "B" OF JUDGEMENTS OF THE 17TH JUDICIAL COURT OF LOS ANGELES COUNTY, CALIFORNIA, LOCATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE CENTER LINE OF STANDARD AVENUE 1320.01 FEET SOUTHERLY FROM THE INTERSECTION OF THE CENTER LINE OF STANDARD AVENUE AND MCFADDEN STREET; THENCE SOUTH 890 15'09" WEST 546.60 FEET TO A POINT; THENCE SOUTH 0°37'15" WEST 1127.70 FEET TO A POINT; THENCE SOUTH 89022'45" EAST 547.47 FEET TO A POINT; THENCE NORTH 0034'10" EAST 1140.76 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, THAT PORTION OF LAND CONVEYED TO SANTA ANA SCHOOL DISTRICT OF ORANGE COUNTY IN THE DEED RECORDED NOVEMBER 4, 1955 IN BOOK 3270 PAGE 419 OF OFFICIAL RECORDS. Also known as: Madison Park, 1528 South Standard Ave., Santa Ana, CA 92707. Assessor's Parcel Number: 014-431-02 Execution Copy Page 3 of 3 Form W'9 Request for Taxpayer Give form to the (Rev. November 2005) Identification Number and CertiRcation requester. Do not Depmlm ent of the Treason, send to the IRS. Interw Revenue se,vics of Name (as shown on your Ncome tax return) "? Telecom Partners Group, Corp. a Business name, a deferent frmn above ATS Communications Qc =y« ?a O pp ? Indivii Q Co pore bn ? partnership ? Other ? Check appropriate hoz: Sole ala proprietor -""'--'------ ? Exempt from backup ? withholding ng ? N Address (umber, street, and apt. or suite no.) Requeater'c name and etltlreae (aptiwie) -` c/o Pacific Southwest Rea@y Services, 8840 Complex Drive, Suite 101 !!!??? City, state, and LP code San Diego, CA 92123 - a list account number(s) hue (optional) rR AccountS2400052935 Enter your TIN In the appropriate box. The TIN provided must match the name given on Une 1 to twold sxbl wwriry camber backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, we the Part I Instructions on page 3. For other entities, it Is your employer identification number (EIN). If you do not have a number, see How to get a 77N on page 3. or Note. If the account Is in more than one name, see the chart on page 4 for guidelines on whose Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am wafting for a number to be Issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding. or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified m as that I am no longer subject to backup withholding, and 3. 1 am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the Instructions on page 4.) Sign Signature o}/? Here us. yanaf? V "'1 n / _. _ bate ? Purpose of Form l I / r A person who is required to file an Information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, Income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. U.S. person. Use Form W-9 only if you are a U.S. person (Including a resident alien), to provide your correct TIN to the person requesting It (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be Issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. In 3 above, If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership Income from a U.S. trade or business Is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. as An individual who is a citizen or resident of the United States, e A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or a Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional Information. Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership Is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner In a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: is The U.S. owner of a disregarded entity and not the entity, For federal tax purposes, you are considered a person if you are: Cat. No, 10231X Form W-9 (Rev. 11-2005) l so- PRESENT BOUNDARY LINE DATEO MN ACO CERTIFICA'I E.OF LIABILITY INSURANCE 10/131i CERTIFI SUr FIIOIXITEII (972)419-7500 FAX (972)419-7555 OTHIS NLY ANDG ND PERIL NO RIO H" UPON THE CER IFFIiCCATE Sleeper smell & Company HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTENDC 12222 merit Dr.. Suite 200 TER THE COVE FFOR YTHE OLICIE9 EEL Dallas, TX 75251-2297 INSURERS AFFORDING COVERAGE NAIL NF IlisuRED Roya treat nDnT Cat7an6. L FSuRBTA: St. Paul Fire & Marine Insurance (;!me 6144 Walnut Hill Lane Iraullul°' Suite 800 INwNERC1 Dallas, TX 75231 INSUFERa THE POLICY PEAIOO INDICATED NOIWHHSTANDING THE POLICIES OF INSU ANC, LISTED FFLON HAVE EEDN ISSUED TO THE INSURED NAMED ABOVE FOR NY CONTRACT OR OTHER DOCLIMENT WIT7 RESPECT TO WHICH T416 CERTIFICATE MAY BE ISSUED ANY REOUREMENT, TERM OR CONDITION OF A ED BY THE POLICIES DOOM= HEREIN 19 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS SUCH MAY PERTAIN, THE INSURANCE AFFORD POLICIES, AGGREOATE LIMITS SHOWN MAY HAVE BEEN REDUCED EY PAID CLAIMS. GIIK FaLIGY UYRE TYPED WSURIUU Y POLICY MAWR TE09103792 09/OL/Z00a 09/0 2007 °AH?R?wE 9 1,000,00 A REBERALWNLIi EA LGZN LLU°Rm MMAal YO RENIEO x i 1.000. X COMI dR ? NFA IDV IAm eM OW.nI i ; CWIa MADE (R/ JJW FWSONKiAW IN s 1 A - E M Z GENEMLAGGREUAT f ' 2 OOD OO T PPLIES PER ? UCT3-OXX&0PAGG PRCO Y DATE LWA A OENLA M X LOC PGI,CY' 2 - AUTOMOSILP LIABiIiT TE0910379Z 09/01/2006 09/01/2007 00 NGLE LYIT 1 X AWAUTD 1,000.m Au.90.Tom IEeGAUTOs BODILY PLLIYY IN, Fa ) s A X x scHm WRED AIR05 NON-04YNW AUTOS BODILY INJURY (PeraWiM) ° X Camp $1000 Dad MCIOERTY DAMAGE PwEeaeRnl y X Co1T 51000 Dad , NJTOONLV.EAACOIOENT S NA MESI mur OTHER TN" EA ACC = ANY AUro AVTO ONL*: AGO : TE09103792 09/01/2M 09/01/2007 E ocaRRENcE S 51000.00 EJCFBPURaRELLAl1AMU" CIAIYOMADE AGGREGATE i 5.000100 A X OCCUR i DIIBIE OEW 1C RETENTON S SO, HJIR7146C4005 09/01/2006 0910112007 X " ° , y MDmmNBCOrENEATIauND pImjwz C LU I T' FAdACCIO6NT E . L. CIWJIT A 1.000 It A GANVPRROPREIETDFUPARTNERIFJlECUTNi FFICERrMMIHBi E?anLnT?H LO E .L .7A E i 1.000.00 R EAmcb. undw ? E.L.deEARE.P0.ICY LIIJT i 1 000,00 ECwL ?obNi? i 7609103573 07/30/2006 7/30/2007 S1,900 , ess Personal Special FOrE In cluding Theft A erty rrom D nON OFOMRATIG fyMani/YEHI10,EI?LUENBM JDOEC?EY?yppR?yBFIiPCIALPNpvI®ONi SANIA ANA. CA 927.07. LA04239 71'512 6 aU'RI STANDARD AVE E . e CERTIFICATE HOLDER IS ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY AND AUTOMOBILE LIABILITY. AIVER OF SUBROGATION AS RESPECTS GENERAL LIABILITV, AUTOMOBILE LIABILITY AND WORKERS COMPENSATION. EATI EMOVLDAHY d?THEYOVE OBPCItl6E6 POLICE St"NCELED B UoRlITNE ENNRATION DATE 1HEJRRF, THE NeNN INEVRBt NR,LEEICKJIVW TO YAL CITY OF SANTA ANA - CITY ATTORNEYS OFFICE 30 wrk WNTRR NOTOE 70 THE CERRPICATE NOIDIR NAURO TD THE LEFT, 20 CIVIC CENTER PLAZA (N-23) YUT FAILURE TD YAILEUCN MOTH.T'ENNIIYPOEE?aili6/}IONMLMRILI}Y P 0 BOX 1983 of ANVRINB UPON THE INSURER. ITSAGENTE OR REPRESEMATVEQ SANTA ANA, CA 92702 ,y,. HPHI[kU HkYIIWEMUINi Dell Jones ACORD 23(2007196) , `I' : >..I '•. ` ?' C 19i AACORD CORPORATION 7116E _1Aln_ TO 391d N0I1VMD36 aNC GAJVJ GOZP14GVTZ ZE:E1 000Z/G0/C0 EXMBIT C ADDMONAL INSYYRED ENDORSEMENT Insurance Company _St, Paul Fire dt Marine uranee CongpMy This endorsement modifies such insurance as is afforded by the provisions of Policy # TM9103792_ relating to the following: 1. The City of Santa Ana, 20 Civic Center Plata, Santa Ana, California 92702; its officers, employees and agents are named as additional insured ("additional insured") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insured. 3. This insurance applies separately to each imwOd against whom Claim is The made or suit is brought except with respect to the company' limits of liability. inclusion of any person or organization as an. insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insured, this insurance shall not be canceled, or materially redid in coverage or limits except after thirty(30) days written notice has been giver to the city of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702• (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to Named this endorsement form as a part of countersigned by Doug Jones Authorized Representative zlL Site No: LA0623B Site Address: 1628 south Standard Avenue, Santa Ana, CA 92707 Execution COPY Page 19 of 24 Z0 39VJ N011IM103N aNC SAiPd 60ZV14901L Z6:61 40OZIL0160 CERTIFICATE NUMBER MARSH HOU-000771111-01 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS PRODUCER Dallas.Certs@Marsh.com NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE 4400 Bank One Center POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE 1717 Main Street AFFORDED BY THE POLICIES DESCRIBED HEREIN. Dallas75201 COMPANIES AFFORDING COVERAGE Attn: (866) 9664664 COMPANY 63165-GAWXS-07/08 LA 2825A 5M A ST. PAUL FIRE & MARINE INS CO INSURED O J'? COMPANY E INS CO A °r B CHARTER OAK FIR Royal Street Communications, LLC 8144 Walnut Hill Lane, Suite 800 _ y3 COMPANY Dallas, TX 75231 C TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA A I ?O? oe 014 COMPANY D N/A Ell I III I THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN is SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(MM1DDlYY) POLICY EXPIRATION DATE(MWDDIYY) LIMITS LTR GENERAL LIABILITY GENERAL AGGREGATE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY TE09104026 09/01/07 09/01/08 PRODUCTS -COMP/OP AGG $ 2,000,000 CLAIMS MADE a OCCUR PERSONAL & ADV INJURY $ 1,000,000 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE An one fire) $ 1,000,000 MED EXP An one rson $ Excluded AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 A X ANY AUTO TE09104026 09101/07 09/01/08 A ALLOWNEDAUTOS MA09100045 (MA) 09101/07 09/01/08 BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIREDAUTOS BODILY INJURY $ X NON-OW NED AUTOS (Per accident) X Comp $1000 Ded-except trail rs PROPERTYDAMAGE $ X oll $1000 Ded-except trailers GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ 5,000,000 A X UMBRELLA FORM TE09104026 09/01/07 09/01108 AGGREGATE $ 5,000,000 $ OTHER THAN UMBRELLA FORM WO RKERS COMPENSATION AND IABI ITY Y ' WC STATU- OTH- X TORY LIMITS ER -- B L L EMPLO ERS HC20-UB-7053GI05-07 09101/07 09/01/08 EL EACH ACCIDENT $ 1,000,000 C THE PROPRIETOR/ X INCL HRJ-UB-117D446-07 09/01/07 09/01/08 EL DISEASE-POLICY LIMIT $ 1,000,000 PARTNERS/EXECUTIVE CH EMPLOYEE E SE E 000 000 $ 1 OFFICERS ARE: EXCL EL DIS A - A , , OTHER DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLESISPECIAL ITEMS Site #: IA2825A - S Raitt St. & W. Warner Ave. (ATS) 2302 3/4 Raiff Street, Santa Ana, CA 92704 Where required by written contract, Certificate Holder is an Additional Insured (except on Workers' Comp) as respects operations of the Named Insured. Where required by written contract, the above referenced policy(s) includes Waiver of Subrogation in favor of the Certificate Holder. a r' SHOULD ANY OF THE POLICES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL EXIT MAIL _.Q DAYS WRnTEN NOTICE TO THE City of Santa Ana, its officers, agents, CERTIFICATE HOLDER NAMED HEREIN, employees, representatives, and volunteers Attn: Management Aide E 20 Civic Center Drive Santa Ana, CA 92702 APPROVED AS TO FORM MARSH USA INC. BY. William Hines Lc/IA-"'t?-.?e.^? VALID AS OF: 10/31/07 Laura Assista t ity Attor >ey AGREEMENT ENDORSEMENT - ADDITIONAL PROTECTED PERSONS This endorsement changes your Commercial General Liability Protection. -E, 0 o? co? a; M 0 0 r `k .52 How Coverage Is Changed The following is added to the Who Is Protected Under This Agreement section. This change broadens coverage. Persons or organizations required under contract or agreement. We'll protect any person or organization that you are required to add as an additional protected person under: • a written contract or agreement; or • an oral agreement or contract where a certificate of insurance showing that person or organization as an additional protected person has been issued. 2. The limits of coverage applicable to the protected person are those specified in the written contract or agreement or in the Coverage Summary, whichever are less. These limits of coverage are inclusive of and not in addition to the limits of insurance shown in the Coverage Summary. The insurance provided to the protected person doesn't apply to injury or damage that results from an architect's, engineer's, or surveyor's performance or-failure to perform architect, engineer, or surveyor professional services. v 0 0 v 0 0 q The written or oral contract or agreement must be: • currently in effect or becoming effective during the term of this policy; and • executed prior to the injury or damage. Coverage provided by this endorsement is limited as follows: 1. That person or organization is a protected person with respect to liability resulting from: • premises you own, rent, lease, or occupy; or • your work for that protected person by or for you. We explain what we mean by architect, engineer, or surveyor professional services in the Contract liability exclusion. Other insurance. Coverage provided by this endorsement will be excess over any other valid and collectible insurance whether primary, excess, contingent, or any basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. Other Terms All other terms of your policy remain the same. L0085 Ed. 12-97 Endorsement 0 1997 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 1 A Zoo?-CYf3 1. Project Location: Site Number/Name: Site Address: City, State, ZIP: County: Assessor Parcel Number: Latitude (NAD 83 D-M-S): Longitude (NAD 83 D-M-S): 2. Project Description: Number of Antennas to be installed: Tower Design: Tower Appearance: Tower Height: Building / Equipment Pad Size(s): ATTACHMENT A ® NEW BUILD ? MODIFIED LA2863A/ Metro Medical 3620 South Bristol Street Santa Ana, CA, 92704 Orange 413-131-12, 13, 14, 16, & 17 33 degrees 41 minutes 58.77 seconds N 117 degrees 53 minutes 14.09 seconds W 6 (six) panel antennas and 1 (one) GPS antenna Existing building rooftop installation Antennas mounted on an existing building rooftop inside existing attic behind FRP 52'-6" Top of existing-screen and 42'-0" existing parapet. Royal Street antennas at 39'-5" red center 12'x 18' Lease area 3. Business addresses of all Local Government Agencies: City of Santa Ana City of Santa Ana City of Santa Ana Jay M. Trevino, Executive Director Planning and Building Agency Patricia E. Healy, Clerk of the Council David N. Ream, City Manager 20 Civic Center Plaza 20 Civic Center Plaza 20 Civic Center Plaza Santa Ana, CA 92701 Santa Ana, CA 92701 Santa Ana, CA 92701 4. Land Use Approval: On June 26, 2008, Royal Street Communications, LLC obtained zoning approval from the City of Santa Ana for the construction, use, and maintenance of a PCS Wireless Facility, pursuant to Application # 2008- 81939. CPUC Afar ment A 020306 Royal Street Communications, LLC 2913 El Camino Real, #561 Tustin, CA 92782 08/06/08 Ms. Anna Hom Site Reference: LA2863-A Consumer Protection and Safety Division California Public Utilities Commission 505 Van Ness Avenue San Francisco, CA 94102 This is to provide the Commission with notice pursuant to the provisions of General Order No. 159A of the Public Utilities Commission of the State of California ("CPUC") that: ® (a) The cellular company has obtained all requisite land use approval for the project described in Attachment A. ? FIXED WIRELESS - Providing wireless telecommunication service ONLY ? (b) That no land use approval is required because ? (c) ABANDONED SITE ? MODIFICATION ? REVISED / CORRECTED LETTER A copy of this notification letter is also being provided to the appropriate local governmental agency(ies) for its information. Should there be any questions regarding this project, or if you disagree with any of the information contained herein, please contact me at (949) 292-6471 or cbrvden(o)sbcclobal.net. In my absence, if necessary you can contact John R. Lister, Vice President - Network Development at (214) 395- 7504 or'ohnllster2005(@vahoo.com. The W.I.R. Number for Royal Street Communications, LLC is U-3086-C. Sincerely yours, Royal Street Communications, LLC / By: Christine Bryden, Network Dev pment Manager or Date Angela Starliper, Assistant Manager of Network Development Attachment: MMC 10/16/2008 10:57:02 AM PAGE 3/006 Eastern Time Zone _ _ _ DATE(MM/DD/YYYY) A RD CERTIFICATE OF LIABILITY INSURANCE 10/15/2008 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION . Inc. NLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE M4400arsh UCommi SA. Bank Tower HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR . ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1717 Main St Dallas, TX 75201-7357 Attn. dallas.ceds?marsh.com Fax. 212-948-0519 OVERAGE NAIC At 063185-AII-08-09 LA D623B 5M INSURERS AFFORDING C ((?1 ^^ rance Company of The State OI PA 16428 INSURED yl ?t..(i0- - U, Royal Street Communications, LLC U 1 INSURER R A B INnsuational Union Fire Ins Co Pithburgh PA 19445 2435 NI Central Expressway, 81200 INSUREB Richardson, TX 75080 A-007-0`43 INSURER; NSURER D A ?7-o tfy INY!'FEB E COVERAGES _ THE POLICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERI00 INDIG0.TED RESP TO W ICH NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION Of ANY CONTRACT OR Fc n SCn IBIFORHEREIN IS WITHUBJECT TO AC L THE EIRMSETHIS XCLUSIONS AND A. T?l MAY BE ISSULU UH MAI r REG ATE LIMITS SHOWN MAY HAVE BEEN R EDUCED BY PAID CLAIMS _ CONDITIONS OF SUCH POUCIES AGG P OLICY EfFECTIYE P OLICY EXPIRATION LIMITS ryg ADDt? TYPE OF INSURANCE POLICY NUMBER DATE IMMIDWYVj DATE IMMIDDNY) LTHI NSR r, 1 000 DO % GL1871946 09101/08 1 09/01/09 DAMAO'E TREI $ 1,000.00 A BI ITY -REMISES E9 ]SWerl<er L X C?IMMER]I A_ D ENERA. ,A nl 00 10 NEC EXP(MVCnn Pe%> , $ ?pr„I,a CLAIMS MAUE I 000 00 _ X PERWNALBADVIN $ 1, , ? General AggregateLuTa1- GE VEaAL AGGREGATE $ 2000,00 Pe Po licv 510000000 _y GENERAL AaGREGATE LIMIT APPJES PER FROCIICTS :LiIVIIiPAG 2,000,00 PRC POLL:V X ",'I X AUTOMOBILE LIABILITY AL16O 793 . 091 09/01/09 i COMBINED SIN3,E LIMIT $ 1,000,00 A X Ea ox dn,V ANY AI IiU X INJURY BOJI $ ALL CWNEC AYOS it I lFn _ SCHECULED Al Cr,S X I HIRECAJTJS s.CI V INJURY $ Aw xrrp9m) X NO&OWNES AI-TVs DAMAGE Comp $1.000 Ded X PPe?e Eadem $ % Coll 1 000 Ded GARAGE BABLLITV AUTO ONLY - EA ACCIDENT $ EA M i,THER THAN C '$ ANYX TO 1AUTOONLV $ A3G EXCESSUMBRELAA UAeIUTY BE6081872 09/01/08 09101/09 EACH xCLRRENCE $ 5,000.00 B K ? MADE CLAIM AGGRECATE $ 5,000,00 . .DOUR $ DE-:IT-TICLC $ X FF'FxTI IN £ A WORKERS COMPENSATION AND WC4800627 (ADS) 09/01/08 091 X AO STATLL orH EMPLOrERS UAe&rtv WC4800628(CA) 09101108 09101!09 EL EACH ACCIDENT $ 1,000,00 'A' ANV'PRaPR E7CR/=ARTNERrXF4I IT VE EL DISEASE FA EMFU?YE $ 1,000,000 OFFI-EPJVEMER EXJLJCCLI'+ S IM UF Oe I; In BbEGIA_ RG L- ID Ns L. DISEMSE POLICY LIMB $ 1,000.00 OTHER DESCRIPTION OF OPERATION &LOCATIONSNE111C LESEXCLU SIGNS ADOED BY ENDORSEMENTMPECIAL PROVISIONS Re: Site 41LAO823B/Madison Park 1528 S Standard Ave., Santa Ana, CA 92707 t on Workers' Comp) as respects operations of the Named Insured. Additional Insured (exce i H ld C tifi p er s an er cate o Where required by written Contract, Hal der t fi t f th C i ca e e er Where required by written contract, the above referenced Pdrey(s) includes Waiver of Subrogation in favor o CERTIFICATE HOLDER HOU-0 00 8 381 25-09 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL City of Santa Ana Attn. Carla Thompkins - Parks, Rec.& Community Services 30 DAYS WRITTEN NOTICE70 THE CERTIFICATE HOLDER NAMED TO THE LEFT, I BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY HIND ecu Executive Director 888 W Santa Ana UPON THE INSURER. ITg AGENTS DR REPRESENTATIVES. Santa Ana, CA 92702 p Ar ?¢E p YPF9FMTATVE YITNH A MerENU Inc i a m H in William Hines - - _^^nn wnen ne Arrnu ?eAs ACORD 25(2001/08) !1\ L y„ FL,r?) PIP Fax from L` 5{ ?!(9u/ /G/<??C'0 10/16/08 87:57 Pg: 3 MMC 10/16/2008 10:57:02 AM PAGE 6/006 Eastern Time Zone ENDORSEMENT # This endorsement, effective 12:01 A.M. 9-1-08 forms a part of Policy No. GL 787 19 46 issued to ROYAL STREET COMMUNICATIONS by THE INSURANCE COMMPANY OF THE STATE OF PENNSYLVANIA ADDITIONAL INSURED, PRIMARY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4., Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: - However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. Authorized Representative 74434 (10'99) Fax from 10/16/08 67:57 Pg: 6 MMC 10/16/Z008 10:57:02 AM PAGE 5/006 Eastern Time Zone THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT # This endorsement, effective 12:01 A.M. 9-1-08 forms a part of Policy No. GL 187 19 46 issued to ROYAL ST. COMMUNICATIONS, LLC. by INSURANCE COMPANY STATE OF PENNSYLVANIA ADDITIONAL INSURED -WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II - WHO IS AN INSURED, is amended to include as an additional insured: Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: • The coverage and/or limits of this policy, or • The coverage and/or limits required by said contract or agreement. AUTHORIZED REPRESENTATIVE 61712 (12/06) Fax from . 10/16/88 87:57 Pg: 5 MIMIC 10/16/2008 10:57:02 AM PAGE 4/006 Eastern Time Zone IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Reverse n} Pane 1 Fax from 10/16/06 07:57 Pg: 4 pvk' CERTIFICATE OF LIABILITY INSURANCE 09/28/ PRODUCER Marsh USA, Inc. 4400 Comerica Bank Tower 1717 Main Street Dallas, TX 75201-7357 At n: dallas.certs@marsh.com Fax: 212-948-0519 063165-RSC-GAWU-10-11 LA 06236 5M Y No INSURED --- Royal Street Communications, LLC 2250 Lakeside Blvd. Richardson, TX 75082 ? -c-300-1 'C) 13 THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFF ORDING COVERAGE j INSURER A: Insurance Company Of The State Of PA NAIC # 19429 j INSURER B. Commerce And Industry Ins Co 19410 INSURER C: National Union Fire Ins Co Pittsburgh PA 119445 INSURER D: INSURER E: VERAGES 3 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. T N LTT2 pW? INSRO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(YMMONYYYI I IOUCY EXVWATgN 1 DATE(IMfDWYYM LIMITS GENERAL LIABILITY GL4360871 09/01/2010 1)9/0112011 EACH OCCURRENCE 1- mom A X COMMERCIAL GENERAL LIABILITY ETD RENTED wPREMISESLEa occurrence 1,000,0 00 $ - .- _ ? CLAIMS MADE !? J OCCUF i MED EXP (Any one person) ? g 10,000 i - . t General Aggregate Limit - _.. ._ PERSONAL & ADV INJURY $ 1,000,000 I Per Policy $10,000,000 .. _ i GEN'ERALAGGREGATE $ 2,000,000 GENERAL AGGREGATE LIMIT APPLIES PER PRO- - PRODUCTS - COMP/OP AG $.." 2,000,000 1 POLICY I JECT F X ] ?. A AUT OMOBILE LIABILITY CA3976563 09/01/2010 09/01/2011 COMBINED SINGLE LIMIT $ 1 000 000 X ANY AUTO ! (Ea accident) I , , ALL OWNED AUTOS ` . GODLY INJURY ! SCHEDULED AUTOS ! (Per Person) ` __.. HIRED AUTOS ? ED S F r ORM RY INJ Pe S X NON-OWNED AUTOS s r acciden`) X Comp/Colt $1,000 Ded PROPERTY DAMAGE $ ! (Per accident) GARAGE LIABILITY O H AUTO ONLY - EA ACCIDENT k$ _ ATTORNE EA ACC ' $ ANY AUTO OTHER THAN : -- AUTO ONLY: $ AGG EXCESS I UMBRELLA LIABILITY BE15972495 09/01/2010 09101/2011 EACH OCCURRENCE 000 000 $ 5 C OCCUR,. CLAIMS MADE I AGGREGATE , , $ 5,000,000 1 - $ --. -- -- DEDUCTIBLE I--.- - $ I RETENTION $ - B WORKERS COMPENSATION AND ' WC026149488 (CA) 0910112010 09/01/2011 X 1 C STAdTU. I OI TH EMPLOYERS LIABILITY WC026149489 (AOS) 09/0112010 09/0112011 -.- - - -- A ANY PROPRIETOR/PARTNER/EXECUTIVE Y I N EACH ACCIDENT 1,000,000 OFFICERIMEMBER EXCLUDED? IN j -_ .L _DISEASE - EA EMPLOYE E - "" _ $ 1,000,000 (Marta AL%in NH) H yes, doowcribe under SPECIAL PROVISIONS belo .l. DISEASE - POLICYLIMIT $ 1,000,000 OTHER i DESCRIPTION OF OPERATIONSILOCATIONSNENICLESIEXCLUSIONS ADDED BY ENDORSEMENT13PEC1AL PROVISIONS Re: Site #: LA 38 -1528 South Standard Ave., Santa Ana, CA 92707. ^*,4 S,O?1 ft r K Where required by written contract, Certificate Holder is an Additional Insured (except on Workers' Comp) as respects operations of the Named Insured. Where required by written contract, the above referenced policy(s) includes Waiver of Subrogation in favor of the Certificate Holder. CERTIFICATE HOLDER HOU-001 115913-37 CANCELLATION City of Santa Ana-City Attorneys Office 20 Civic Center Plaza (M-23) PO Box 1988 Santa Ana, CA 92702 ACORD 25 (2009/01) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND ITS AGENTS OR REPRI William Hines ©1998-2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 25 r - a cc-l - c-?? POLICY NUMBER: GL 436 08 71 COMMERCIAL GENERAL LIABILITY CG 3012 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental. Agency Or Subdivision Or Political Subdivision: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 this Schedule, if not shown above, will be shown in the Declarations Section 11 - Who Is An Insured is amended to in- 2. clude as an insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, subject to the following provisions: 1. This insurance applies only with respect to opera- tions performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or au- thorization. This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage" included within the "products-completed operations hazard". CG 2012 05 09 I?D Insurance Services Office. Inc., 2008 Page 1 of 1 0 ? ?® A CERTIFICATE OF LIABILITY INSURANCE DATE /YYYY) 08,3,/2012 120,2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Marsh USA, Inc. _ PHONE aC 4400 Comerica Bank Tower No (A/C. No, Extla 1717 Main Street E-MAIL ADDRESS: Dallas, TX 75201-7357 com Fax: 212-948-0519 Attn: dallas certs@marsh INSURER(S) AFFORDING COVERAGE NAIC # . . 063165-CAS-GAWU-12-13 LA 0623B 5M Y No INSURER A : Insurance Company Of The State Of PA 19429 INSURED INSURER B : National Union Fire Insurance Co. of PA 19445 MetroPCS Communications, Inc . New Hampshire Insurance Company 23841 2250 Lakeside Boulevard INSURER C : Richardson, TX 75082 INSURER D : Illinois National Insurance Company 23817 INSURER E : Commerce And Industry Ins Co [ 19410 INSURER F : National Union Fire Insurance Co 19445 COVERAGES CERTIFICATE NUMBER: HOU-002066468-45 REVISION NUMBER:4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD[ SUBR POLICY EFF POLICY EXP LTR TR TYPE OF INSURANCE POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A GENERAL LIABILITY GL7146386 09101/2012 09/01/2013 EACH OCCURRENCE $ 1'000'000 X DAMAGE TO RENTED 1 000 000 COMMERCIAL GENERAL LIABILITY PREMISES Ea occurcence , , $ CLAIMS-MADE M OCCUR MED EXP (Any one person) $ 10,000 X Limited Pollution Liab/General PERSONAL & ADV INJURY $ 1'000'000 X Agg. Limit Per Policy $10MM GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG $ 2,000,000 X POLICY LE PRO- X LOC JECT $ A AUTOMOBILE LIABILITY CA3447212 (ADS) 09/01/2012 09/0112013 COMBINED SINGLE LIMIT 1 000 000 Ea accident , 1 E X ANY AUTO CA3447213 (MA) 09101/2012 001/2013 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X X NON- OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident Comp/Coll Deductible $ 1,000 B X UMBRELLA LIAB X OCCUR 13273331 09/01/2012 09/01/2013 EACH OCCURRENCE $ 5,000'000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC043464600 (FL) 09/01/2012 09/01/2013 X WC STATU- oTH- LIM TS F Y I N WC043464598 (CA) 0910112012 09/0112013 _ 1 000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE ? N N / A E.L. EACH ACCIDENT , , $ F OFFICER/MEMBER EXCLUDED? (Mandatory in NH) WC043464599 (MA, ND,OH,WA,WY) 09101/2012 09/0112013 E.L. DISEASE - EA EMPLOYE $ 1'000'000 C under yes, WC043464601 (ADS) 09/0112012 09101/2013 1 000 000 OF OPERATIONS below DE E.L. DISEASE - POLICY LIMIT ' ' $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Re: Site #: LA0623B -1528 South Standard Ave., Santa Ana, CA 92707. Where required by written contract, Certificate Holder is an Additional Insured (except on Workers' Comp) as respects operations of the' Nereed lnsuied. Where requ red by wNtern egnffa1h above referenced policy(s) includes Waiver of Subrogation in favor of the Certificate Holder. GANGtLLA 1 IV N City of Santa Ana-City Attorneys Office 20 Civic Center Plaza (M-23) PO Box 1988 Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. William Hines © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 26 (2010/05) The ACORD name and logo are registered marks of ACORD