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Home My WebLink AboutROYAL STREET COMMUNICATIONS (METRO PCS) - 2007 \NSUMNCE t!Q1 ON FILE A-2007 -204 WORK MAY WI PROCEED CLERK OF COUNCIL DATE: OCT 1 6 2001 0: fb.rKS (~...Z) LAND LEASE AGREEMENT BETWEEN R~)" 01"0 THE CITY OF SANTA ANA AND ROYAL STREET COMMUNICATIONS CALIFORNIA, LLC REGARDING COMMUNICATION TOWER FACILITIES AT ADAMS PARK This Agreement, made this a1"day of Aug\lS-t , 2007 between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California hereinafter designated "LESSOR" and Royal Street Communications California, LLC , a Delaware limited liability company, hereinafter designated "LESSEE". The LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties". A. ACKNOWLEGEMENT LESSEE hereby acknowledges that LESSOR has entered into a Lease Agreement with Sprint PCS Assets, LLC, a Delaware limited liability company, "Tower Owner", for the purpo~c, 0; ;he comtruction <md use of wireless cammunication~ facility dated hly r.. 2004, inc1ucting erecting a f:05. foo, in )nopme type tower structure "Tower Structure", LESSOR hereby warrants the Tower Owner must :naKe the Tower Structure available to additional wireless services providers, subject to Federal Communications (FCC) non-interference rules. LESSEE, in order to collocate LESSEE'S antennas on the Tower Structure, shall enter into a separate collocation license/lease agreement with the Tower Owner, subject to LESSOR'S review and approval of LESSEE'S design and engineering plans. I. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of real property, commonly known as Adams 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 2302 % S. Raitt Street, Santa Ana, CA 92704, APN: 408-421-02, and being described as a 17'4'" by 17'4" parcel containing 300.4 square feet and an easement required for cable runs to connect LESSEE's equipment and antennas, .ogether with the non-exclusive right for ingress and egress from and to the nearest publie 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 oflocation and size of said alternative right-of-way, at no cost to LESSEE. 2. SURVEY. LESSOR also hereb.. 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). 4. RENT. After the Commencement Date, rental payments will be due in an annual rental amount of Twelve Thousand 00/100 Dollars ($12,000.00) to be paid in equal monthly installments of One Thousand and 00/100 Dollars ($1,000.00) 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 Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 1 of 24 charge equal to six percent (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". 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 (I) 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 bt; 0" the same terms and conditions as set forth herein and subject to th", "l'Proval of the City Manager :md EA'~( utive Director of Parks Recreation and Community Services as follows: after the expiration of the origil1al 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 (IS) 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 (IS) 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. Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 2 of 24 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, 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 art ,[1stalled, LESSEE may replace, substitute, upgrade and expand ib ,";'.!'pment, cables and antenna: which :omprise LESSEE's Facilities for the purpose of repairing or upgrading the communications eapaLilities 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 appurtenances 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 re'luired 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 tv 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, Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 3 of 24 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 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 0P-claration available from LESSOR, and upd;,:tc 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 Premises. 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 proper.y 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, Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 4 of 24 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. 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 and 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 ifbased upon a longer payment term, until such time as the removal of the LESSEE's Facilities and all personal property are CJIIli-.1c'ted. . 15. RECORDING AND OUITCLAIM DEED. If requested by LESSEE, LESSOR agrees promptly to execute and deliver to LESSEE a recordable Memorandum of this Land 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, decidc to sell all or any part of the Property to a purchaser other than LESSEE, such salc 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 subjcct 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 ,: 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. OUIET 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 sufficiel.t 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 Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 5 of 24 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 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 ser,'ices. Damage caused by graffiti skll be remand within forty-eight (4)<) hours notification to LESSEE h:., LESSOR. If said graffiti is not removed within the 48-hour period, City may remove said graffiti and bill L".SSEE 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 :fforts 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. INTENTIONALLY DELETED 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 unden;tandings 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. 24. ATTORNEYS' FEES. The substantially prevailing party 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. Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 6 of 24 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 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 Tower Owner, 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 additional mobile/wire!cs, "".mmunications provider (FUTURE TENANTS) or: ~ESSOR's pre>pert)', so long as such l-UTURETENA:n'S don't interfere with LESSEE'~ use of the Premises or operations thereon. 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: Courtesy Copy to LESSEE: Copy to: City of Santa Ana Executive Director Parks, Rec. & Community Services (M-23) 888 W. Santa Ana Blvd, Santa Ana, CA 92702 City of Santa Ana - Office of the City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Royal Street Communications California, LLC 2913 El Camino Real #561 Tustin, CA 92782 Attn: Property Manager Telephone: 714-730-3100 Facsimile: 714-730-3200 Royal Street Communications, LLC 7557 Rambler Road, Suite 700 Dallas, TX 75231 Attn: Property Manager 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 ofthe Parties hereto. Site No: LA2825A Site Address: 2302:y. Raitt Street, Santa Ana, CA 92704 Page 7 of 24 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 (I) 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 Band 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 iell'c'lte LESSEE's Facilities, LESSEE shall have ~;ixiy (cO) days from the date it receives the Notice toeval\lule LESSOR's proposed rclocatiun 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 lj'_ensed 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. DEF AUL T. 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 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. Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 8 of 24 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 governmmtal authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or :ndu,,'"ial hygiene concerns or conditions as may aov; ;:Jf :.:t any time he!'e:.rtp, be in effest, unless~ such somplHnce 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 cnvironmental conditions arc 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 expccted 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 e!l.[Jiration 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 aJjustment 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. 35. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party 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. Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 9 of 24 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/illl.lep<'ndent Communications Facilities). LESSEE :.;gn;e~ that Jaring "P ''l1aintenance on the Comml'~icati';',ls FacIlity by the LESSOR Of other le~;sec~ 0r users of the Facility, while following the procedures and gttidelines 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 unappealable order of a county, state, or national governme[1tal health agency having proper jurisdiction over LESSEE's operations that LESSEE's use of the Premi8es poses a human health hazard which cannot be remedied and that LESSEE must cease all operations on the Premises, then LESSEE shall immcdiately cease all operations on the Premises and this Agreement shall tcrminatc 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 lTIUst cease all operations on the Premises, LESSOR may terminate this Agreement upon fourteen (14) days notice to LESSEE. 8, 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 party 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 Exhibits/Attachments) after giving written notice to LESSEE and reasonable time to cure as set forth in Section 29. Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 10 of 24 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 per.nilLv,J to trim the trees on the Property to the extent :-:.::::.:ssary for ;h':" o;;eration of LESSEE's Facilities, ,mlvided that (i) any tree trimming wurk :;nall l::~ performed only under the supervision of a licensed ::rborist, (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 party financing entity and may in the future enter into additional financing arrangcments 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, Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 11 of24 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. LESSOR: ATTEST'_ _ L . 4o.<_~ e( PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA a.m~ DAVID N, REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney /:' ," '/ ')' , .- ': " . )'",.X,~,~):).--- ~~#f(~H~~' " J/ Assistant City Attorney , LESSEE: Royal Street Communications California, LLC, a Delaware lImited liability company By' ~vtk~ Printed Name: I . Its: . Asslslam Manager Of Date: 1/2-{ 07 Network DevelopmAnt Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 12 of24 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY All that certain real property located in the County of Orange, State of California, being more particularly described as follows: A PORTION OF THE KUFFEL AND FLETCHER TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 19 PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: THE SOUTH HALF OF PARCEL OF LAND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUl H LINE OF SAID KUFFEL AND FlETCHEH TRACT, SAID POINT BEING DISTANT NORTH 87(,44'45" EAST 2455.12FEET FROM THE INTERSECTION OF THE CENTER LINE OF OLD NEWPORT ROAD AND DELHI RUAD, AS SHOWN aNA MAP FILED IN BOOK 7 PAGE 9 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, SAID POINT BEING THE MOST SOUTHERLY CORNER OF A CERTAIN PARCEL OF lAND DESCRIBED IN THE DEED RECORDED NOVEMBER 27, 19361N BOOK 849 PAGE 477 OF OFFICIAL RECORDS; THENCE NORTH 1000'200" WEST, ALONG THE EAST LINE OF SAID PARCEL OF LAND, 1067.44 FEET TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 88<'>48'20" WEST 547.19 FEET TO A POINT; THENCE SOUTH 1000'20" EAST 1077.56 FEET TO A POINT IN THE SOUTH LINE OF SAID KUFFEL AND FLETCHER TRACT; THENCE NORTH 87044'45" EAST 547.31 FEET TO THE POINT OF BEGINNING. Assessor's Parcel No: 408-421-02 LESSOR INITIALS: ~ LESSEE INITIALS~ Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 13 of 24 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 betwecn 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 tllC [jEal engineering design. An amended Exhibit "B" (if necessary) w;):1.,. ;'rovided by the LESSEE and ~ttacj1d to the lease in place of the existing E~hibil "8", a copy of which will be provided to the LESSOR for review prior to being incorporated into thc Agreement. Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 14 of 24 I; Nf!1 1\ ill \j i li!11 "-" I Ji! ~ ." " ll:' Ii t "'/'---"", " . \ ~ "~~ ~~';Ie' '" ~ i ~ I ""'vi ", : b I';. '" ~ ~ I~"~ r \ I >) I ! \1 I '/, Ii II \ /~.,./ l! , /' fJ{/, ...... II )1.1 i It I I ' II I. I . ~ ' ~;I -I ! ,- I '. . ~ I !u Id ill;i! n.1u ~ !Il~ ;Yi I M nl, I~l I;! M it Il~ Ii Iii I~ ~ i~U .~IL: ~~ii .. J IS:Kcj , i~1 s____.. 1. _ D " ," I' ; II::s1i i IlK' -- ;~~I~!' ! ! , / 'A t! I d i . ~ -(0", . "q" ~ ~ ~.. !i " 'j i \ i~ It "~ ""-'. !' ~ i I '. ~~ ~: , ! ~J ,-/ ,It ~ Ii!' 1/ I I '.' I v , I 1-. )o~",\, _.UIlI<lm III I Cf UCl'lrfUIIII , II ~I;il' ii; idi I' I I~! ;"......;._.il '''';1 UfUiCf!:j'l 1,,1 111.1' II II I~ //^<, / /' ''''.. 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(<) -... 4C'-o" 'm~ar"~~ BCJtlON~~ j ~,' . . m '---Wiii!{.)~':."..,,{_mm------l -1"-4" TOPOf'~ Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 19 of24 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City (If Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employ~es 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 separatdy 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 Policy # Issued to , this endorsement form as a part of Named Insured Countersigned by Authorized Representative Site No: LA2825A Site Address: 2302 y., Raitt Street, Santa Ana, CA 92704 Page 20 of 24 - EXHIBIT D PROPERTY SPECIFIC ACCESS RULESIREGULATIONS 1. 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 LESSOR 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. LESSOR's business may also include minor landscaping, minor maintenance and minor construction proximately located near the Premises, so long as the LESSOR's busines~. coe~ 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: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 21 of24 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 A TS Communications 22651 Lambert Street, lOlA, Lake Forest, CA 92630 949-305-7848 949-768-6984 N/A N/A LESSEE'S TECHNICAL CONTACTS: Name: Address: Daytime Phone No.: Facsimile No.: 24-Hour Contact No.: Dispatch Center: Operations Center 2913 El Camino Real #561, Tustin, CA 92782 1-866-672-6727 N/A 1-866-672-6727 1-866-672-6727 Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 22 of24 EXHIBIT F MEMORANDUM OF LAND 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 California, LLC, a Delaware limited liability company ("LESSEE"). WITNESSETH: That LESSOR hereby leases to LESSEE and LESSEE hereby ~eases 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 2302 % S. Raitt Street, Santa Ana, CA, 92704, 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 (l0) 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. LESSEE: Royal Street Communications California, LLC, a Delaware limited liability company By: 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] Lessor Initials ~ Lessee Initials~ Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 23 of 24 EXHIBIT G Lessee shall make monthly rent deposits to the following: RENT MONIES DEPOSIT DIRECTIONS Account Name Account Number Bank Contact Name Phone# FAX# Pacific Southwest Realty Services ATS Communications-Munici al Lockbox Account 2460052935 Mary F. Nauert 858-522-1420 858-514-2105 mnauert@psrs.com 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 Lessor Initials ~ Lessee Initials ~ Site No: LA2825A Site Address: 2302 % Raitt Street, Santa Ana, CA 92704 Page 24 of 24 A-2007 -204 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: COpy Royal Street Communications California, LLC 2913 EI Camino Real, # 561 Tustin, CA 92782 Attn.: Property Management Site #LA2825A MEMORANDUM OF LAND LEASE AGREEMENT .- . This Memorandwn of Agreement is entered ltltl5'ci:i'l'\llis'~ day of A = c::;1- , , 2007, by and between City of Santa Ana, a charter city and municipal corporation or . ed and eXIstmg 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 California, 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 portio:". of that certain real property (the "Property") in the State of California, County of Orange, City of Santa Ana commonly known as 2302 % S. Raitt Street, Santa Ana, CA, 92704, 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 often (10) years, commencing on the Commencement Date, as defmed 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. ***SIGNATURES ON FOLLOWING PAGE*** Execution Copy Page 1 of4 IN WITNESS WHEREOF, the parties have executed the Memorandwn as of the day and year :fIrst above written. ATTEST: ~AANA DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney ByJlf~~~jL 07 LA SHEEDY Assistant City Attorney , ...-t:;'.tt h ~j .:-.... '"\ '.;.... LESSEE: Royal Street Communications California, LLC, a Delaware limited liability company By: I~ Name: Title: Date: q !IZ /07 Execution Copy Page 2 of 4 STATE OF QoJitx-~ COUNTY OF -00 '{Iff - On personally L. VIlltvL~ Notary Public, appeared personally known to me ( to be the person whose nam are subscribed to the within instrument and acknowledged to me that heh /they executed the same in hi their authorized capacityp.es5: and that by hi~/their signatur~n the instrument, the perso~r the entity upon behalf of which the persorlp1 acted, executed the instrument. ~O~~~.--. tary Pu lic (SEAL) Q l. VALENCIA ~ Commission # 1734125 i .... Notary Public. California f J Riverside County - >.~ ': ~ ~ ~ ~~~~~2~.~~11 ";,-".,'; :).,-! ~~~-.. ;.\""~ :: ::. I ~ STATE OF Ca.\\+ovrY'l~ ~ COUNTY OF 0'( a...V\. 5-L.. On Oe--\-uloe. 1\) ~o'l , before me, .5An.tllr tL AY'V\. i c; , Notary Public, person~ . dO' appeared UO-.V \ _ N . ~ e..o....rt"\ , personally known to me (nr Ff'il"88 to uK. 0.. t1,,, b=;~ uf ~"dslhcLUI y t:v Idt;lI~ to be the personC}f whose name(~at'&- subscribed to the within instrument and acknowledged to me thadi~hQi/tRiJ' executed the same i~ authorized capacit~ and that b~.'H\eiT signatur~ on the instrument, the person~ or the entity upon behalf of which the person%acted, executed the instrument. WITNESS myh~d~d a:. &A1~ 'CA-" Notary Public 5a..n.c\n:t. A'fY'\i <..i (SEAL) a SANDRA AMICI - Commission 111541715 .: Notary PublIc . CalIfornIa 0Iange eoun.v Mv~ ExpIMaJan 6. STATE OF COUNTY OF On personally , before me, Notary Public, 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 hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WI1NESS my hand and official seal. Notary Public (SEAL) Execution Copy Page 3 of4 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 California, LLC, a Delaware limited liability company, as Lessee. All that certain real property located in the County of Orange, State of California, being more particularly described as follows: - ~ ~ ~.. ' A PORTION OF THE KUFFEL AND FLETCHER TRACT, AS SHOWN ON A MAP RECORDED \N BOOK 19 PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELE$"COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: THE SOUTH HALF OF PARCEL OF LAND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTH LINE OF SAID KUFFEL AND FLETCHER TRACT, SAID POINT BEING DISTANT NORTH 87044'45" EAST 2455.12 FEET FROM THE INTERSECTION OF THE CENTER LINE OF OLD NEWPORT ROAD AND DELHI ROAD, AS SHOWN ON A MAP FILED IN BOOK 7 PAGE 9 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, SAID POINT BEING THE MOST SOUTHERLY CORNER OF A CERTAIN PARCEL OF LAND DESCRIBED IN THE OeED RECORDED NOVEMBER 27, 1936 IN BOOK 849 PAGE 477 OF OFFICIAL RECORDS; THENCE NOf{tH 1 COO'200" WEST, ALONG THE EAST LINE OF SAID PARCEL OF LAND, 1067.44 FEET TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 88048'20" WEST 547.19 FEET TO A POINT; THENCE SOUTH 1000'20" EAST 1 077.56 FEET TO A POINT IN THE SOUTH LINE OF SAID KUFFEL AND FLETCHER TRACT; THENCE NORTH 87044'45" EAST 547.31 FEET TO THE POINT OF BEGINNING. Assessor's Parcel No: 408-421-02 Also known as: Adams Park, 2302 % S. Raitt Street, Santa Ana, CA, 92704. Execution Copy Page 4 of 4 MARSH URANce CERTIFICATE NUMBER HOU-000771111-01 PRODUCER Dallas. Certs@Marsh.com 4400 Bank One Center 1717 Main Street Dallas75201 Attn: (866) 966-4664 63165-GAWXS-07/08 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE LA 2825A 5M COMPANY A ST. PAUL FIRE & MARINE INS CO INSURED Royal Street Communications, LLC 8144 Walnut Hill Lane, Suite 800 Dallas, TX 75231 COMPANY B CHARTER OAK FIRE INS CO COMPANY C TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA COMPANY ON/A liillMiIlw.ith m~!~$ " ..!:Hllt_MlWj~IiIIt_4'%.:'G."'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 POLICY EXPIRATION LIMITS LTR DATE (MMIDD/YY) DATE (MM/DD/YY) GENERAL LIABILITY GENERAL AGGREGATE $ A X COMMERCIAL GENERAL LIABILITY TE091 04026 09/01/07 09/01/08 PRODUCTS - COMP/OP AGG $ CLAIMS MADE [8J OCCUR PERSONAL & ADV INJURY $ OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ FIRE DAMAGE (Anyone fire) $ $ AUTOMOBILE LIABILITY $ COMBINED SINGLE LIMIT A X ANY AUTO TE091 04026 09/01/07 09/01/08 A ALL OWNED AUTOS MA091 00045 (MA) 09/01/07 09/01/08 BODILY INJURY $ SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) X omp $1000 Oed-except trail rs PROPERTY DAMAGE $ X 011 $1000 Oed-except trailers GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT AGGREGATE EXCESS LIABILITY EACH OCCURRENCE A X UMBRELLA FORM TE09104026 09/01/07 09/01/08 AGGREGATE OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND X EMPLOYERS' LIABILITY B HC20-UB-7053C105-07 09/01/07 09/01/08 C THE PROPRIETOR! X INCL HRJ-UB-117D446-07 09/01/07 09/01/08 EL DISEASE-POLICY LIMIT PARTNERS/EXECUTIVE OFFICERS ARE: EXCL EL DISEASE-EACH EMPLOYEE $ OTHER 2,000,000 2,000,000 1,000,000 1,000,000 1,000,000 Excluded 1,000,000 5,000,000 5,000,000 DESCRIPTION OF OPERATlONS/LOCATIONSIVEHICLES/SPECIAL ITEMS Site #: LA2825A - S Raitt Sl. & W. Wamer Ave. (ATS) 2302 3/4 Raitt 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. City of Santa Ana, its officers, agents, employees, representatives, and volunteers Attn: Management Aide 20 Civic Center Drive Santa Ana, CA 92702 :\I' l~ I;~ ~c ,J SHOULD ANY OF THE POUCIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE INSURER AFFORDING COVERAGE WILL E)(~ MAil ___-30. DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN. ~~~~~lll(I!:~ ; :.Zf..-l ~XI(~~~~~~lWt14E ~~XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX MARSH USA INC. BY: William Hines j..(/"---il~..-::> VALID AS " AGREEMENT ENDORSEMENT - ADDITIONAL PROTECTED PERSONS This endorsement changes your Commercial General Liability Protection. ~ - ::: ~ ~ r".; :::t - ~ ::: ~ ''::: ~ == , S ::: .... 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. , ~ ~ r".; .... ..... ~ ~ I;J :.::: ~ ~ ~ .s f ~ .~ 'S ~ I;J S ..... l::l ..... ~ ::: 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. ~ ~ 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. 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. LOOSS Ed. 12-97 Endorsement @ 1997 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 1 :MARSH CERTIFICATE NUMBER HOU-000771111-01 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. PRODUCER Oallas.Certs@Marsh.com 4400 Bank One Center 1717 Main Street Oallas75201 Attn: (866) 966-4664 63165-GAWXS-07/08 COMPANIES AFFORDING COVERAGE LA 2825A 5M COMPANY A ST. PAUL FIRE & MARINE INS CO Royal Street Communications, LLC 8144 Walnut Hill Lane, Suite 800 Dallas,1)( 75231 A - dUXJ "I ' O,lf -< .4,~()d9- DIj.J /I - ~Od 7. ~OA.j. COMPANY B CHARTER OAK FIRE INS CO INSURED COMPANY C TRAVELERS PROPER1Y CASUAL 1Y COMPANY OF AMERICA COMPANY ON/A THIS IS TO CERTIFY THAT POLICIES OF INSURANCE OESCRIBEO HEREIN HAVE BEEN ISSUED TO THE INSUREO 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 AFFORDEO BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. CONOmoNS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. co LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE (MM/DDIYY) DATE (MMlDDIYY) GENERAL AGGREGATE $ 2,000,000 09/01/07 09/01/08 PRODUCTS - COM PlOP AGG $ 2,000,000 PE RSONAL & ADV INJURY $ 1,000,000 $ 1,000,000 $ 1,000,000 $ Excluded COMBINED SINGLE LIMIT $ 1,000,000 09/01/07 09/01/08 09/01/07 09/01/08 BODILY INJURY $ (Per person) BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ GENERAL LIABILITY A X COMMERCIAL GENERAL LIABILITY TE09104026 CLAIMS MADE [8] OCCUR OWNER'S & CONTRACTOR'S PROT AUTOMOBILE LIABILITY A X. ANY AUTO A ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X OON-OWNEDAUTOS X omp $1000 Oed-except trail rs X 011 $1000 Oed-except trailers GARAGE LIABILITY TE091 04026 MA091 00045 (MA) B C THE PROPRIETOR! PARTNERSIEXECUTlVE OFFICERS ARE: OTHER HC20-UB-7053Cl05-07 X INCL HRJ-UB-1170446-07 EXCL 09/01/07 09/01/07 09/01/08 09/01/08 AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EACH OCCURRENCE $ AGGREGATE $ $ X OJlt- $ EL DISEASE-POLICY LIMIT $ EL DISEASE.EACH EMPLOYEE $ ANY AUTO A X UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS' LIABILITY TE09104026 09/01/07 09/01 J08 5,000,000 5,000,000 EXCESS LIABILITY ~~~-: 1,000,000 1,000,000 1,000,000 DESCRIPTION OF OPERATlONS/LOCATIONSIVEHICLES/SPECIAL ITEMS Site #: LA2825A - S Raitt SI. & W. Warner Ave. (ATS) 2302 3/4 Raitt 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. City of Santa Ana, its officers, agents, employees, representatives, and volunteers Attn: Management Aide 20 Civic Center Drive Santa Ana, CA 92702 A~ APPROVED ~ SHOULD ANY OF niE POlICES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL E~~ M....IL ---3.0. DAYS WRITTEN NOTICE TO THE CERTIFICATE HOlDER NAMED HEREIN, TO FORM AGREEMENT ENDORSEMENT - ADDITIONAL PROTECTED PERSONS This endorsement changes your Commercial General Liability Protection. ..e. ::::: ~ I\l ".l :::t - r::s ::::: ~ '':;: r::s S i.. ~ .:; i.. ~ .~ ~ 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. ;:; ~ :.:: ~ l:l., r::s ~ .... 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: ~ ~ l"'.l ~ i3 iJ r::s .... ~ ::::: ~ ~ 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. 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. 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. LOOS5 Ed. 12-97 Endorsement e 1997 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 1 MMC 10/16/2008 10:57:02 AM PAGE 3/006 Eastern Time Zone - - 1_ DATE IMMIDDIVYVYj 10/15/2008 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 POUCIES BELOW. CERTIFICATE OF LIABILITY INSURANCE ,S, AO~~ TYPE OF INSURlNCE ~OUC'f NUNSER r.OllCY EFFeCTIVE 'POLICY eX~flATIONI L.lMITS :. i.TR INSR DATE (MM!DDiVV) DATE (MMiOOIYV: A X GL1871946 _L_~~~, '~c.; - 1 000 00 I~M"'":A. ,""RA. .,A,,,,n 09/0 liCe oe/01/09 -TIiifA~,~cI=lENIt:D $ 1,000,00 PREIiJIISES Ea,'CCJrsnce\ , ~ CLAIMt> IVIADE TI U.:;r:;I,R MED EXP iAnv ~ne penon) $ 10.00c X ~LUnii_ PERSQNo\L & ADV INJURY $ 1,000.OOC I __~ Per policv ~ 1 0 000 000 _ I GENE~LAUGRE:G^TE $ 2.000,001 l'ENE~LA~'~A E LI/oI.ITAPP_,Eloi PER 2,000,00 II P(}L1CY j~~~ f"Xl L:X PROD' _CTS ':;Or.' ;I10P AG. A I X rTOM08lLE LIA81UTY AL 1607793 09/01,'08 09/01/09 i -:;OM81""m SII\03~E LIMIT X I AI\YAUT'I i:[SO<:c.;lGn': $ 1.000.00C AL."W'lFC:A'JT("1~ I ! BO)ILYI'l.JIJRY $ ! =~ SCHED,JLE) AI Tn::. iiP<Yplrs",n! ; X ! '-l1j:;EO AUT:)S I i \ ~, , SO)CI,Y ;I\jJIIR~ $ :X I NOr....)WNEJ AIJ1US ;P'i< A.,~~d<lml - X ,Comp $1 ,000 Ded PROPE rnv DAMA3E '$ iX"1 Coli It 1 000 Oed IPer a~d,jem: ! GARAGE UAB1LITV AIJTOUNlY EAACO::IDE\lTi$ ~AIliYAI;Tn : :)THEI'<T'-IA1Ii ::AAC'~ $ , ! AUTO Ol\~Y AGG $ ~ESSU"BRELlA U'''UTV BE6081872 i 09f01/08 I EACH '-)O;ljRREIliCE $ 5.000.00 B X-J ,,,;,;Ui\ :J CAlM::. 'v\Il..OF 09101/09 I , I A(;'::;REGATE $ 5,000.00 I I $ :JEJUCII:U:; ! X RFTFIliTICI\. S $ A WORKERS COMPENSATION AND WC4800627 (ADS) 09/01/08 09/01109 X I..WCSTATU~1 IOJ~- EMPLOYERS' UABILlTY A ANY PI-<C'PMIE"';'.-JK'PARTIliFR:EXF'~1 TIVE WC4800628 (CA) 09fOl/08 09/01/09 LEACH ACCI:JENT .$ 1,000,00 OFF,;ERI'-'EMBER EX;.I~Cl[D7 E L. DISEASF. EAEMPl(lVEEl$ , ,000,00 ItV%,descnbeJ1jet L [i 5:::ASE . :>"lICY LIMIT 1$ , SPECIAL P"OVISln\lS ""c'W ' .000,00 OTHER : , I I I DESCRIPTION OF OPERATlONSILOCATIONSlYEHICLESIEXCWSIONS ADOEO BY ENDORSEMENT/SPECiAl PROVISIONS Re: Site .#LA.0623B/M'.Idison Park 1528 S Standard Aile., Santa Ana. CA 92707 Where required bV wntten contract Ce-rtificate Holder is an ~dditio.nallnsured (except on Walkers' Camp) as respec1s operations of the Named Insured. Where requITed by Written cOrttract, tne above referenced pohcy(s) Includes Waiver of Subrogation In lavor of the Certificate Hdder ~ - ACORD~ PROOUCER Marsh USA. Inc. 4400 CommerIC:a Bank Tower 1717 Main 5t. Dallas, TX 75201-7357 Artn: dallas.ceris@marsh.com 063165..AlI-08-09 LA Fax. 212-948-0519 06238 5M INSURED Royal Street Communications, LLC A~ ;)007~ J-Dt 2435 North Central Expressway, #1200 R;chardsoo. TX 75080 A- d- 007 - 0'+3 A.ucq-o4:>- INSUR ERS AFFORDING COVERAGE INSURER A Insurance Company Of The State 01 PA INSURER B National Union Rre Ins Co Pittsburgh PA INSURE",'; I NAIC# 19429 19445 J + INSIJ:<ERO I NSJRER:; CERTIFICATE HOLDER HOU-OOOS38125-09 CANCELLATION ACOR02~(2D011Oi) ,-------;-- 4~:~~~'::> i{LO'> I C, t.y /';fjrrrf1 <-'-j / C ! ,iJ/e, '0 City of Santa Ana Attn~ Carla Tnompkir.s - Parks, Rec. & Community Services (M-23) l::xecutive Director eBe W Santa An~ Santa Ana, CA 927{)2 Fax frOM SHOULD MolV OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION D"TE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3JL__OlVSWRITTEN NOTiCE TO THE CERTIFICATE HOlDER NAMEO TO 'THE LEFT, BUT FAlUJRE TO 00 SO SHALL-IMPOSE NO OBLIGATION OR L.IABllITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. ~~~~~~l.n~:SEMUnYE IA./~ 1/ ....,1~~ William Hines a ACORD CORPORATION 1988 111/1&/116 117:57 h' 3 MMC 10/16/2008 10:57:02 AM PAGE 6/006 Eastern Time Zone ENDORSEMENT II This endorsement, effective 12:01 A.M. 9-1-08 forms a part of Policy No. GL 1871946 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 L1A81L1TY COVERAGE FORM Section IV. Commercial General Liability Conditions, paragraph 4.. Other Insur'ance, 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 shaft apply as excess and noncontributory insurance. ~~ .~ Authorized Representative 74434 (10/99) Fax frol'l\ 18/1&/88 87:57 Pg: & MMC 10/16/2008 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-H18 forms a part of Policy No. GL 1871946 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 resu.t 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 fro... 10/1&/08 07:57 Pg: 5 MMC 10/16/2008 10:57:02 AM PAGE 11/006 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 r:,ghts 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 certifi<::ate hateer, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the poHcies listed thereon Acord 25 (2001/08) Reverse of Page 1 111/1&/118 117:57 Pg: 4 Fax fro,...