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HomeMy WebLinkAboutNEW CINGULAR WIRELESS PCS, LLC OCTAGON TOWERS, LLCA-2010-135-01 INSURANCE NOT REOUIRED WORK A4AY PROCEED CLERK 0� COUNCIL GROUND LESSOR ESTOPPEL CERTIFICATE rUTr. (GROUND LESSEE FA#10127664) PY4CA IVIM (vevarcu This Ground Lessor Estoppel Certificate (this "Certificate") is made by the party identified as the ground lessor in the signature block below ("Ground Lessor") for the benefit of the Ground Lessee identified below and Octagon Towers, LLC and its subsidiaries (collectively, "Bu er"). RECITALS: A. NEW CINGULAR WIRELESS PCS, LLC ("Ground Lessee") is the lessee of certain real property pursuant to a lease, license or other occupancy agreement (the "Lease") dated 04/19/2011, by and between Ground Lessor and Ground Lessee, relating to premises described in the Lease. B. Ground Lessee intends to assign its interest in the Lease to Buyer and Buyer intends to assume the obligations under the Lease. C. In connection with the proposed assignment, Ground Lessee and Buyer have requested this Certificate from Ground Lessor. Estoppel Certificate. Ground Lessor certifies to Ground Lessee and Buyer that the following statements are true as of the date hereof: (a) Ground Lessee is the current Ground Lessee under the Lease (a full copy of which, including all amendments thereto, is annexed as Exhibit A)' (b) The Lease is in full force and effect, has not been assigned by Ground Lessor to any other party and contains the entire agreement between Ground Lessor and Ground Lessee with respect to the premises described in the Lease; (c) The Commencement Date under the Lease was April19, , 2011 and the term of the Lease will end on April 1.8, 2021 subject only to the Ground Lessee's options to renew the Lease for three (3) successive periods of five (5) years each. The current monthly base rental is $'1284.57 Monthly rent under the Lease has been paid through April 202Q and (d) No default exists under the Lease on the part of Ground Lessor or Ground Lessee, and, to Ground Lessor's knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both, would constitute a default by Ground Lessee under the Lease. Executed as of May 11, 2020. City of Santa Ana By: See attached signature page Name: ATTEST DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: X"' . A. R� LAURA A. ROSSINI Acting Chief Assistant City Attorney FOR APPROVAL: r rc L A RUDLOFF Executive Director of the Parks, Recreation, and Community Services Agency CITY OF SANTA ANA KKRfS INE RIDGE City Manager Page 2 EXIIIBIT A [GROUND LEASE ATTACHED BEGINNING ON NBXT PAGE] INSURANCE NOT1 FILE A-2010455 VVORKMAY, '. PRE- -fi'EL CLERK CE 'UN(.,11_ LAND LEASE AGREEMENT BETWEEN DATE: 'y THE CITY OF SANTA ANA AND NEW CINGULAR WIRELESS PCS, LLC for t2 r 1 t JEROME PARK Y This Agreement, made as of the latter of the signature dates below ("Effective Date"), is entered into by and 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 New Cingular Wireless PCS, LLC, a Delaware limited liability y company, having a mailing address of 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004, hereinafter designated "LESSEE". The LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties". d Y� 1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property commonly known as Jerome Park (the entirety of LESSOR's property is referred to v hereinafter as "the Property" and a legal description of the Property is attached hereto as Exhibit "A"), located at 2115 West McFadden Ave, Santa Ana, CA 92703, and being described as a twenty foot (20') by twelve foot (12') space on the ground containing two hundred -forty (240) square feet for LESSEE's radio equipment cabinets, a seventeen foot (IT) by nineteen foot ten inch (19' 10") space on the ground containing three hundred twenty-four and 7/10 (324.7) square feet for LESSEE's tower, and space required for cable runs to connect LESSEE's equipment and antennas, together with the non-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 within the building to the demised premises, said demised premises and access and utilities paths (hereinafter collectively referred to as the "Premises") for access being substantially as described herein in Exhibit "B" attached hereto and made a part hereof. 2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the Premises, and said survey along with detailed site plans shall then become Exhibit "B" which 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 by LESSEE for such work shall be borne by LESSEE. 3. TERM. This Agreement shall be effective as of the Effective Date; 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 Twenty -Eight Thousand Eight Hundred and No/100 Dollars ($28,800.00) to be paid in equal monthly installments of Two Thousand Four Hundred and No/100 Dollars ($2,400.00) per month on or before the first day of the month, in advance, to LESSOR or to such other person, firm or 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 on the first day of the month following the issuance of the building permit for LESSEE's Facilities (as defined below), or the first clay of the month that is six (6) months after the Effective Date of this Agreement or the first day of the month following the date LESSEE commences installation of LESSEE's Facilities on the Premises, 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 (6%) of the then -current monthly rent. Rental amounts attributable to partial months shall be prorated on a daily basis. 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. INITIAL PAYMENT. LESSEE hereby agrees, in lieu of making an initial payment, LESSEE will demolish the existing restroom building, as set forth on the Site Plan attached hereto as Exhibit B. 7. EXTENSIONS. The Lease Agreement may be extended for up to three (3) additional five (5)-year terms (each a "Renewal Term"). Each Renewal Term shall be on the terms and conditions as set forth herein as follows: (i) Six (6) months prior to the expiration of the initial term, if LESSOR, in its reasonable discretion determines that LESSEE's continued tenancy is not in conformity with LESSOR's intended use of the Property, LESSOR shall provide written notice to LESSEE that the Lease will not be extended. (6) Thereafter, each subsequent renewal shall be subject to the following procedure: If LESSEE determines that it desires to extend the term LESSEE shall provide written notice six (6) months prior to the end of the then -current term. Within sixty (60) days of receipt of LESSEE's notice, LESSOR shall determine whether such extension is in LESSOR's best interest and, if not in LESSOR's interest, LESSOR shall deny such extension request. If LESSOR does not respond within sixty (60) days, the lease is deemed renewed for an additional Renewal Term. If neither party provides notice as set forth above, the lease shall continue on a month -to -month basis. 8. GOVERNMENTAL APPROVAI..S. 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 asset 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 (defined below) and for the purpose of preparing for the construction of I.ESSEE'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 City Manager 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. If the LESSOR disapproves the Plans then LESSEE will provide the LESSOR with revised plans, such revisions to be within LESSEE's reasonable discretion. In the event LESSOR disapproves of the plans upon a second (2nd) submission, LESSEE may terminate this Agreement. LESSOR will not knowingly permit or suffer any person to copy or utilize the plans for any purpose other than as provided in this Agreement and will return the plans to LESSEE promptly upon request. LESSEE maintains the right to perform routine maintenance, repairs, replacements and upgrades without LESSOR approval when no changes to the exterior appearance of LESSEE Facilities are made. 10. USE/MAINTENANCE. 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 strictures 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 retrain within the original physical parameters of the Premises. LESSEE shall not make any substantive ph) sical and/or aesthetic changes to the Premises without the prior approval of LESSOR which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, LESSOR shall not be entitled to wceive any additional consideration in exchange for giving its approval of any of the foregoing.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 the Property including but not limited to concrete and/or asphalt, buildings and/or appurtenances caused by LESSEE. 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 LESSOR. 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 repainting of LESSEE's Facilities, such maintenance must be completed by LESSEE within thirty (30) days after LESSEE's receipt of LESSOR's written notice unless the nature of the maintenance, replacement or repair is of such a nature that greater than thirty (30) days may be needed to complete such work, in which event LESSOR hereby grants to LESSEE such additional time as may be reasonably necessary to complete the work. I l . 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 anti 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 LESSOR, its officer,, 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 of $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 $1,000,000 per occurrence and in the aggregate. Such insurance shall: (1) include LESSOR, its officers, agents, representatives, employees and volunteers as additional insureds; (2) be primary with respect to insurance or self- insurance programs maintained by LESSOR, except claims resulting from LESSOR's negligence or misconduct; and (3) contain standard separation of insured's provisions. LESSEE shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and proof of additional insured status to LESSOR which shall clearly evidence all coverages required above; (b) provide that such insurance shall not be cancelled except on thirty (30) days prior written notice to LESSOR; (c) maintain such required coverage for the period covered by this Agreement; (d) give LESSEE prompt and timely notice of claims made or instituted arising out of LESSEE's operations under this Agreement; and (e) replace such certificates for policies expiring prior to the expiration of this Agreement. 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") as long as the Pre -Existing Communications operate and continue to operate within their respective frequencies and in accordance with all applicable laws and regulations, or public safety communication operations, as may be upgraded periodically, 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. 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 cormunications 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 L.ESSEE's transmissions, receptions, operations, or use of frequency will result clue to such use, whether or not such interference is with LESSEE's frequencies or otherwise. The City Manager shall determine whether consent is unreasonably withheld and may require LESSEE to consent subject to the above conditions. In the event of any interference with LESSOR's public safety communications operations, LESSEE shall have twenty-four (24) hours after receipt of notice to cure the interference, and if LESSEE fails to do so, LESSOR has the right to require that LESSEE cease operating LESSEE's Facilities (except for intermittent testing to determine the source of the interference) until LESSEE is able to recommence operations without causing such interference. If LESSEE's Facilities interfere with LESSOR's public safety communications operations during an emergency, LESSOR may require that LESSEE immediately cease operating LESSEE's Facilities and if LESSEE fails to do so, LESSOR has the right to shutdown the electricity supply to LESSEE's Facilities. LESSEE shall reimburse LESSOR for any actual, reasonable costs that LESSOR incurs to cure any interference with LESSOR's public safety communications operations caused by LESSEE's Facilities. 14. REMOVAL UPON TERMINATION. LESSEE, upon expiration or earlier termination of the Agreement, shall, within ninety (90) days, remove all of LESSEE's fixtures 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 eenduits, foundations d Equipment/storage buildings may remain at LESSOR's option. LESSOR agrees and acknowledges that all of the equipment, fixtures and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. 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 building, antenna structure, fixtures and all personal property are completed. Antemia support structure and all utilities cabling and wiring shall remain at LESSOR's option in its 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 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 within thirty (30) days following LESSEE's receipt of written notice delivered by LESSOR to LESSEE after the expiration or termination of this Agreement. 16. RIGHTS UPON SALE. Should the LESSOR, at any time during the tern 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 then in default beyond any applicable cure period 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. "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 ally 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 to the extent that such ANSI standards are fully consistent with such laws, orders and regulations. 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 caused by LESSOR. This time period may be extended with written authorization from the City Manager. 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 consultant to make said repairs. LESSOR may charge LESSEE for the cost of said services. Damage caused by graffiti shall be removed within forty-eiglit (48) hours notification to LESSEE by LESSOR. If said graffiti is not removed within the 48-hoar 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 attributuble 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 its communications tower at no cost to LESSEE or said entities, subject to structural analysis. 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 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. 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 AND CO -LOCATION. A. LESSEE will not assign or transfer this Agreement 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 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 on communication tower facilities and will reasonably facilitate any co -location subject to the conditions outlined in Paragraph 13 (INTERFERENCE). LESSEE further agrees that LESSOR shall retain ownership of any further lease rights with respect to space for additional communication facilities on the Property, other than the Premises which is already leased to Lessee. Further, regarding co-location/sub] easing space on LESSEE's tower, LESSEE shall enter into a Tower Lease Agreement, or sublease, subject to all permits and approvals from all governmental agencies having jurisdiction thereover, with a future tower co -location user, subject to (i) LESSEE's right to require any such future co -location user to reimburse LESSEE for a pro-rata share of the costs of (i) the tower and its installation (ii) on -going maintenance and repair of the tower; and (iii) other Customary costs and expenses of operating, maintaining, Upgrading the Premises, including but not limited to access thereto, and (ii) LESSOR receiving eighty percent (80%) of the tower rent received by LESSEE. LESSEE shall provide for LESSOR's consent on any Tower Lease Agreement, or sublease and affidavits stating the sublease rent. The Party's intent in allowing LESSEE to collect rent and a pro-rata reimbursement of costs is to provide a means by which LESSEE can recoup its cost of construction and maintenance of said tower facilities and the Premises (and access thereto) on a pro-rata basis with subsequent users. The Parties intend that LESSOR, and not LESSEE, should benefit financially, from any future tower co -location agreement. Any future carrier or co - locator shall enter into a separate ground lease agreement with the City. 26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if received 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 Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Courtesy City of Santa Ana — Office of the City Attorney Copies to 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 LESSEE: New Cingular Wireless PCS, LLC, Attn: Network Real Estate Administration Re: Cell Site # 00O240 Fixed Asset #: 10127664 12555 Cingular Way, Suite 1300 Alpharetta, GA 30004 With a required copy of such notice sent to AT&T Legal Department at: If sent via certified or registered mail: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Re: Cell Site #00O240 Cell Site Name: Jerome Park (CA) Fixed Asset No: 10127664 P.O. Box 97061 Redmond, WA 98073-9761 Or if sent via nationally recognized overnight courier: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Re: Cell Site 400O240 Cell Site Name: Jerome Park (CA) Fixed Asset no: 10127664 16331 NE 72" a Way Redmond, WA 98052-7827 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 within the initial term, LESSOR shall have the right to cause L.ESSF.F., to relocate LESSEE's Facilities to alternate space on the Property; provided however, that such relocation shall (1) be at LESSOR'S cost and expense which shall be limited to reasonable expenses of moving and re -installing the tower structure and accompanying equipment, including the cost of City permits and fees which LESSOR may legally pay, (2) be performed by LESSEE or its agents, (3) not result in any interruption of the communications MI 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 LESSOR, to operate and maintain LESSEE's Facilities. B. LESSOR shall exercise its relocation right under subsection A above by delivering written notice (the "Notice") to LESSEE. In the Notice, LESSOR shall propose an alternate site within or on the Property to which LESSEE may 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 disapprove 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 up to 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. C. Should the parties fail to agree on a suitable Relocation Site, LESSOR may pay LESSEE the depreciated value for LESSEE's Facilities and equipment, based on a ten- year lease period. 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 thirty (30) days in which to cure any monetary default and forty-five (45) 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 forty -Five (45) days and the defaulting party commences the cure within the forty-five (45) 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. 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 Ncith 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. D. In the event LESSEE becomes aware of any hazardous materials on the Property, or any environmental, health or safety condition or matter relating to the Property, that. in LESSEE's sole determination, renders the condition of the Premises or Property unsuitable for LESSEE'S use, or if LESSEE believes that the leasing or continued leasing of the Premises would expose LESSEE to undue risks of liability to a government agency or third patty, LESSEE will have the right, in addition to any other rights it may have at law or in equity, to terminate this Agreement upon written notice to LESSOR 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 get as the expiration date of this Agreement and the parties 12 shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other tinder 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. 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. 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. LESSEE agrees to abide by all rules and regulations of the Property and Premises imposed by LESSOR as sct forth in Exhibit D, attached hereto, as the same may be changed from time to time upon reasonable notice to LESSEE and as adopted and applied in a uniform and non-discriminatory manner, and otherwise in accordance with applicable law, rules and regulations. 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. LESSEF. 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 13 maintenance personnel (based upon standards promulgated by a governmental authority having jurisdiction over LESSEE) due to radiation, the effected transmitters of LESSEE will be turned off until the unsate condition no longer exists. The earliest practicable notice will be given to LESSEE 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 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 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) LESSOR fails to cure a default pursuant to Section 29, or (iv) by LESSEE upon written notice to LESSOR for any reason or no reason, at any time prior to commencement of construction by LESSEE; or (v) by LESSEE upon sixty (60) days' prior written notice to LESSOR for any reason or no reason, so long as LESSEE pays LESSOR a termination fee equal to three (3) months' rent, at the then -current rate, provided, however, that no such termination fee will be payable on account of the termination of this Agreement by LESSEE under any one or more of Sections 8, 9, 13, 30(D), 31, 32, 39(A). 39(13)(i), 39(B)(ii), 39(B)(iii) or 39(B)(iv). Upon termination, all prepaid rent shall be retained by LESSOR, unless termination is pursuant to (ii) through (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 al I attached Exhibits/Attachments) after giving written notice to LESSEE and reasonable time to cur c 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 in LaTed in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 14 B. All Exhibits referenced herein and attached hereto shall be incorporated as if frilly 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. [Signature Page Follows] 15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the last date written below. ATTEST: MARIA D. HUIZAR Clerk of the Council L APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: LAURA SHEEDI Assistant City Attorney LESSOR: CITY OF SANTA ANA DAVID N. REAM City Manager Date: l4 i LESSEE: NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager/,/ c� By: %%G✓ Print Name: A Date: V EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 109-050-30 All that certain real property located in the County of Orange, State of California, being more particularly described as follows: Lots 31 and 32 of Re -plat of Santa Ana Acres, in the City of Santa Ana, County of Orange, State of California, as shown on a map thereof recorded in Book 5, at Page 8 of Miscellaneous Maps, records of said Orange County. That certain portion of public street in the State of California, County of Orange, City of Santa Ana, shown as Center Street 30 feet wide on a map of Santa Ana Acres recorded in Book 5, Page 8 of Miscellaneous Maps of said Orange County, said portion bounded Southerly by the North line of McFadden Avenue, shown on said map as Fairview East Avenue, and bounded Northerly by the Westerly extension of the Northerly line of said Lot 32. Except therefrom the Easterly 30 feet of Lot 31 conveyed to the Orange County Flood Control District by deed recorded June 10, 1974 in Book 11167 Page 340 of Official Records. Assessor's Parcel Number 109-050-30 LESSOR INITIALS: 46- LESSEP INITIALS: WA 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. e i l..hi LESSEE MTIALS: M _00'� � ti .tt Y'u .ar. �-lcM R.Va \.^J Ali• 1. n 1.... ui+ WI YA ••MY KM1 Na �urv�p Rw Ia�X':rtY'K�• a.�wa.+aa snow 1 y WfMC i ), !1 F �rytlt ^'lY-M I �.i 7 ....,.... I `. zrmo, I F!:LOYrr: NA'. I LESSOR INITIALS: Is EXHIBIT C (INTENTIONALLY OMITTED1 ul EXHIBIT D PROPERTY SPECIFIC ACCESS RULES/REGULATIONS l . 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 constriction 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. _'0 EXHIBIT E CONTACT INFORMATION: LESSOR'S TECHNICAL CONTACTS: Name: Santa Ana Parks, Recreation and Community Services Agency 1. Ron Ono Address: 20 Civic Center Plaza (M-23) Santa Ana, CA 92702 Daytime Phone No.: Ron: (714) 571-4220 Facsimile No.: (714) 571-4209 24-Hour Contact No.: Dispatch Center: N/A LESSEE'S TECHNICAL CONTACTS: Name: New Cingular Wireless PCS, LLC Address: Attn: Network Real Estate Administration Daytime Phone No.: Re: Cell Site # 000182 Fixed Asset #: 10127672 Cell Site Name: Mitchell (CA) 24-11our Contact No.: 800-832-6662 Dispatch Center: 800-832-6662 EXHIBIT F MEMORANDUM OF LAND LEASE AGREEMENT Prepared by & When Recorded Return to: New Cingular Wireless PCS, LLC 12555 Cingular Way, Suite 1300 Alpharetta, GA 30004 Attn: Network Real Estate Administration APN: 109-050-30 (Space Above This Line For Recorder's Use Only) Re: Market: Los Angeles Cell Site Number: 00O240 Cell Site Name: Jerome Park FA Number: 10127664 Address: 2115 W. McFadden Avenue, Santa Ana, CA County: Los Angeles I HIS MEMORANDUM OF LAND LEASE AGREEMENTis made and entered into as of , 2011, 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 New Cingular Wireless PCS, 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 2115 W. McFadden Avenue, Santa Ana, CA 92703, 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 _ , 2011, 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 of way for rights of access to the Property and to electrical and telephone facilities serving the Property. [Signature Page Follows] 22 IN WITNESS WHEREOF, the parties have executed the Memorandum as of the day and year first above written. LESSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By:_ Print Date: LESSOR: City of Santa An By: Name: DAVID N. REAM Title: City Manager Date: _ Address: 20 Civic Center Plaza Santa Ana, CA 92702 tFORM DOCUMENT, PLEASE INITIAL ONLY - NOT FOR EXECUTION] LESSEE INITIA�- LESSOR INITIALS:. 23 MEMORANDUM OF LAND LEASE AGREEMENT IRCOP7 Prepared by & When Recorded Return to: New Cingular Wireless PCS, LLC 12555 Cingular Way, Suite 1300 Alpharetta, GA 30004 Attn: Network Real Estate Administration APN: 109-050-30 (Space Above This Line For Recorder's Use Only) Re: Market: Los Angeles Cell Site Number: 00O240 Cell Site Name: Jerome Park FA Number; 10127664 Address: 2115 W. McFadden Avenue, Santa Ana, CA County: Los Angeles THIS MEMORANDUM OF LAND LEASE AGREEMENT is made and entered into as of , 2011, 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 New Cingular Wireless PCS, 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 2115 W. McFadden Avenue, Santa Ana, CA 92703, 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 2011, and incorporated herein by reference (the "Agreement") for an initial tern 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 of way for rights of access to the Property and to electrical and telephone facilities serving the Property. [Signature Page Follows] IN WITNESS WHEREOF, the parties have executed the Memorandum as of the day and year first above written. 22 LESSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager , s By:_ Print Date: LESSOR: City of Santa ay: 4W--- Name: DA ID N. AM Title: City Manager Date: _ Address: 20 Civic Center Plaza Santa Ana, CA 92702 23 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of zAoS IkLd aes p) / On NliaYl>'i 3D 20 // before me, Zi 11n a Pit Pt[a — All reuu ed 61 l � '� Dat¢ y Hera insert Name one Titj or the Mcer personally appeared . M INEI) Commission # 1842097 Z ` ° Notary Public - California z Orange Caunly M Corn I Xplres Mar 26, 2013 who proved to me on the basis of satisfactory evidence to be the person�Wwhose name(s)'is/pre subscribed to the within instrument and acknowledged to me that he/st}e/thaq executed the same in his/her/tWiir authorized capacity#e�), and that by his/W/thefr signatureWon the instrument the person(', or the entity upon behalf of which the person)(a) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature - Sign o�f Notey Public ,( OPTIONAL Though the information below is not required by law, 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: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer —Title(s): ❑ Partner—❑ Limited ❑ G all ❑ Attorney in Fact ❑ Trustee ❑ Guardian or onservator ❑ Other: Signer Is Representing: RIGHTTHOMBPRINT OF SIGNER 0 Number of Signer's Net ❑ Individual ❑ Corporate Officer —Title(s): _ ❑ Partner —❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here '"�h.: yvrr y '+�zce�e-:i •e�.- c• e�;c - c �.:e.c.�.c• c• : - <:�.c's�" c.: �:.e�ec-r �ersa,SF✓etc%1F'?c.�r.G�..cumc�•.cia�4g�:.ci+n�sa�e�s..rci�:cb��.:?. U+ r♦ . . c LANDLORD ACKNOWLEDGEMENT STATE OF CALIFORNIA ) COUNTY OF Jac ) On Y I��t 1-lull; before me, _�� e I h} i �p J the undersigned, a Notary Public in and for s id State, personally appeared ���.q y�Y ---- - who proved to me on the basis of satisfactory evidence to be the person(�) whose name(s)6/are-subscribed to the within instrument and acknowledged to me thatAgshe/they executed the same inIer/their authorized capacity04, and that by(lgher/tMmir signatureks) on the instrument the person(, or the entity upon behalf of which the person `W acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature —/ r (L ✓ sZ.. } / �� 1" M Cql1 rfiy77i V fubNo • COMMIG Name y N Ofallpr County Ma�tc; r-ut,% �koarmevr«am7n,�ot�l (typed or printed) (Seal) TENANT ACKNOWLCDGCMENT STATE OF CALIFORNIA ) COUNTY OF _ ) On _ before me, the undersigned, a Notary Public in and for said State, personally appeared who 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. i certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official sea]. Signature Name (typed or printed) (Seal) 11. 19.10 Version CERTIFICATE OF LIABILITY INSURANCE OATE(MM/DDA'YYY) 061,42D,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 cartificate holder In lieu of such endorsement(s). PRODUCER CONTACT ADO Risk Insurance Services West, Inc. Seattle WA Office PXNAMN (A'C.No.ExO: (206) 749-4800 FA% (206) 749-4860 AK:. No.: ADDRESS: 1420 Fifth Avenue Suite 1200 INSURER(S) AFFORDING COVERAGE HAIG Seattle WA 98101-4030 USA INSURED T-Mobile USA, Inc its subsidiaries and Affiliates 12920 SE 38th street INSURER A: XL Specialty Insurance cc 37885 INSURER B: Greenwich Insurance Company 22322 INSURER C: National union Fire Ins co of Pittsburgh 19445 INSURER D: Bellevue WA 98006 USA INSURER E: _ INSURER F: v 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. Limits shown are as requested INSR L TYPE OF INSURANCE lWg yyyp POLICY NUMBER M 0 OLICY EFF I POLICY SKI, MAVD LIMITS GENERAL LIABILITY RGD EACHOCCURRENCE $1,000,000 PREMISE Ea occurrence $1, 000, 000 COMMERCIAL GENERAL LIABILITY NED EXP(Any one pemon) $5,000 CLAIMS -MADE 0OCCUR PERSONAL &AM INJURY $1,000.000 I GENERAL AGGREGATE $2,000.000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $2, 000, ODO POLICY PRQ X LOC e AUTOMOBILE UA131LITY Fue 5000257 1 ADS OS 01 0 5 1 013 COMBINED SINGLE LIMIT Me a dent $2.000,000 B % ANY AUTO BAD 500025801 05/01/2012 OS/01/2013 BODILY INJURY (Per pera.) BODILY INJURY (Per accident) DHEDDLD ALL OWNEDPHO"'N'll MA AUTOS UTOS HIREDAWOS AUTOS PROPERTY DAMAGE Per accident C X- UMBRELLAUAe EXCESS UAIS % OCCUR CLAIMS -MADE 13273159 sIR applies per policy terns OS 01 2012 & COnd1 05/0l 2013 ions EACH OCCURRENCE $5,000,000 AGGREGATE $5,000.000 DED I %RETENTION A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR I PARTNER I EXECUTIVE Y/N OFFICERMEMBER EXCLUDED') N (Mandatory In NH) NIA RWD600 3O1 ADS RWR$DDD3D2 WI OS 012 05/D1/2D12 O$ 01 2 1ftE.L.DISEASE-EA D$/O1/2013 Y LIMITS ORH IMIT ACCIOEN7 $S, OOO,OOO EMPLOYEE $1,000,000 Inndeecdne under DESCRIPTION OF OPERATIONS below A SE -POLICY LIMIT $1, 000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Anach ACORD 101, Additional Remarks Schedule, ff more spec. b reealred) The certificate Holder and other entities as defined if required by written contract" are Additional Insured for General Liability and Automobile Liability solely as respect to operations of the Named Insured at the above location if required by contract. A waiver of subrogation is granted in favor of certificate Holder as required by written contract but limited to the operations of the Insured under said contract, with respect to the General Liability and Automobile Liability policy. General Liability and Automobile Liability evidenced herein is Primary and Non-contributory to other insurance available to the certificate Holder, but only to the extent required by written contract with the insured. Per cancellation Notification to others Endorsement - in the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, 1.3' I'.iCtJ y 1'„1 : ',' i (i ; ., CANCELLATION CERTIFICATE HOLDER .. ,. ULD ANY OF THE OVE DESCRIBED POLCIES 80 CANCELLED BEFORE THE .. .:;�L..i/.a'UKX (� 1 A / / / �% I POIIRATION ITE THEREOF, , NOTICE WILL BE DEILIVERED IN ACCORDANCE WITH THE City Of Santa And ._IIUi:. „( 1,.,..,�(Iy AUTHORIZED REPRESENTATIVE Santa Ana Cityy Fire DepaRtlryeht Santa Ana CA 92707 USA Wa ✓f✓1"w yFwmie WMA 01988-22070 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10616550 AC KO �® LOC #: � ADDITIONAL REMARKS SCHEDULE Paue 1 of 1 AGENCY Aon Risk insurance services west, Inc. NAMED INSURED T-Mobile USA, Inc POLICY NUMBER see certificate Number: 570046545973 CARRIER see certificate Number: 570046545973 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 25 FORM TITLE: Certificate of Liabilitv Insurance advanced written notice will be mailed or delivered to person(s) or entity(ies) according to "Blanket per List on file" - 30 Days Notification. All other terms and conditions of the Policy remain unchanged, with regard to the General Liability and Automobile Liability policy. see Attached Addendum for site Information. ACORD 101 (20081011 cm 2nna AC[1Rn CORP[1RA7V1W All r:nhl man.vnd the ACORD name and logo are registered marks of ACORD INSURED T-Mobile USA, Inc its subsidiaries and Affiliates 12920 SE 38th street Bellevue WA 98006 USA Site List LA02024A - 1405 North French St., Santa Ana, CA 92701 LA02899D - 120 W. walnut, Santa Ana, CA 92701 Cer -C fLA02901A - 1528 South Standard Avenue, Santa Ana, CA 92707 _ XA03009c - 1825 3/4 Civic center Drive west, Santa Ana, CA 92703 ✓f.A03010A - 888 w. Santa Ana Blvd., Santa Ana, CA 92707 ' LA13160A - 1801 w. Segerstrom Ave., Santa Ana, CA 92704 „eA33321C - 4622 3/4 west Hazard Avenue, Santa Ana, CA 92703 ,KA33807B - 1817 W. 21st Street, Santa Ana, CA 92706 1 LA33807B 1817 W. 21st Street, Santa Ana, CA 92706 a, LA33835A v 2302 S Raitt Street, Santa Ana, CA 92704 f.- LA33836B 730 E Warner Ave, Santa Ana, CA 92707 r Certificate No: 570046545973 ENDORSEMENT# This endorsement, effective 12:01 a.m., May 1, 2012 forms a part of Policy No.RGD500025901 Issued to T-MOBILE USA, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED — WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under all coverage parts. COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM RAILROAD PROTECTIVE LIABILITY COVERAGE FORM Section II — WHO IS AN INSURED is amended to include as an Insured any person or organization for whom you have agreed under written contract or agreement to provide insurance. However, the Insurance provided shall not exceed the scope of coverage and/or limits of this policy. Notwithstanding the foregoing sentence, In no event shall the insurance provided exceed the scope of coverage and/or limits required by said contract or agreement. All other terms and conditions remain the same. (Authorized Representative) MANUS © 2011 X.L. America, Inc. All Rights Reserved. May not be copied without permission. ENDORSEMENT# This endorsement, effective on May 1, 2012 at 12:01 A.M. standard time, forms a part of Policy No.RAD500025701 Issued to T-MOBILE USA, INC. of Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SECTION II A.I. WHO IS AN INSURED is amended to include as an insured any person or organization for whom you have agreed under contract or agreement to provide insurance. However, the Insurance provided shall not exceed the scope of coverage and/or limits of this policy. Notwithstanding the foregoing sentence, in no event shall the insurance provided exceed the scope of coverage and/or limits required by said contract or agreement. All other terms and conditions remain unchanged. (Authorized Representative) MANUS © 2011 X.L. America, Inc. All Rights Reserved. May not be copied without permission. POLICY NUMBER: RGD500025901 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule, if not shown above, will be shown In the Declarations. The following is added to Paragraph 8, Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "Your work" done under a contract with that person or organization and Included In the "products - completed operations hazard". This waiver applies only to the person or organization shown In the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: RAD500025701 XIC 4041007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER AGAINST OTHERS F RECOVERY TH RS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM with respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Changes In Conditions Others To Us Condition is changed by adding the The Transfer Of Rights Of Recovery Against following: we waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for bodily injury" or "property damage" arising out of your ongoing operations or work you performed under a contract with that person or organization. This waiver applies only to the person or organization shown in the Schedule below: SCHEDULE Name of Person(s) or Organization(s): Any person or organization for whom you are required to waive your right of recovery under the terms of a written contract. All other terms and conditions remain the same. (Authorized Representative) XIC 404 1007 © 20071 XL America, Inc. Page 1 of 1 Includes copyrighted material of Insurance Office, Inc., with its permission. POLICY NUMBER: RAD500026701 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the Inception date of the policy unless another date is indicated below. Named Insured: T-MOBILE USA, INC. Endorsement Effective Date: May 1, 2012 SCHEDULE Name(s) Of Person(s) Or Organlzation(s): Where required by written contract or agreement executed prior to loss (except where not permitted by law). in The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident' or the 'loss" under a contract with that person or organization. CA 04 44 03 10 0 Insurance Services Office, Inc., 2009 Page 1 of 1 13 ENDORSEMENT# This endorsement, effective 12:01 a.m., May 1, 2012 , forms a part of Policy No.RGD500025901 issued to T-MOBILE USA, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS COVERAGE PART It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insured, as required by written contract. All other terms and conditions of this policy remain unchanged. (Authorized Representative) XIL 424 0605 ©, 2005, XL America, Inc. ENDORSEMENT# This endorsement, effective 12:01 a.m., May 1, 2012 forms a part of Policy No.RGD500025901 Issued to T-MOBILE USA, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) I Mailing Address: I Advanced Notice of All other terms and conditions of the Policy remain unchanged. (Authorized Representative) IXI 405 0910 02010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. ENDORSEMENT # This endorsement, effective 12:01 a.m., May 1, 2012 forms a part of Policy No.RAD500025701 issued to T-MOBILE USA, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Advanced Name of Person(s) or Entity(les) Mailing Address: Notice of on All other terms and conditions of the Policy remain unchanged. (Authorized Representative) IXI405 0910 © 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. IL SURESITE IFr nhastrude.are experts Small cell leaders. October 12, 2016 City of Santa Ana Attn: City Manager 20 Civic Center Plaza, Santa Ana, CA 92702 RE: New Cingular Wireless Site Cell Site # 00O240 (10127664) 2115 3\4 W. McFadden, Santa Ana, CA 92703 Dear Landlord: On April 19, 2011 New Cingular Wireless PCS, LLC, ("Tenant") and City of Santa Ana, as ("Landlord"), entered into a Land Lease Agreement ("Agreement"). Under section 10 of the Lease, ("Use/Maintenance") "Lessee may replace, substitute, upgrade and expand its equipment, cables and antennas which comprise of facilities for the purpose of repairing or upgrading the communications capabilities. With notice to Lessor for "written consent" The consent form is attached for the Landlord signature. Within the next 6 months (approximately), Tenant intends to access the Premises with its employees, agents, contractors and subcontractors for the purpose of upgrading and conducting maintenance work necessary to enhance the performance of its LTE network at this facility. All modifications to be within existing lease Premises thus no expansion of current lease space is required. Kindly sign and complete this letter below on Page 2. You can return by email (c.carlisle@sure-site.com), mail (3659 Green Rd., Suite 214, Cleveland, OR) or fax (216-593- 0401). Should you have any questions regarding the Tenant's intentions, please contact me at 760-477- 3132. Respectfully yours, New Cingular Wireless, PCS, LLC BY: Ericsson, its Project Manager BY: SureSite, its Agent By: Cassie Carlisle Site Development Specialist 760-477-3132 c.carlisle@sure-site, com Ericsson 330 Commerce, Suite 200, Irvine, ca 92602 Page 2 Landlord Confirmation of Consent for site modifications and maintenance 00O240: Authorized Signature: );late: Name: 47K ALp �F4d Title: AVl" is 5T-#-ATwr— So*-vico H,4q... 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FEg 9 7f� ;URESITE structure experts. Small cell leaders. September 21, 2017 City of Santa Ana Attn: City Manager- 20 Civic Center Plaza Santa Ana, CA 92702 I2Ei New Cingular Wireless Site Cell Site # 00O240 (10127664) 2115 West McFadden, Santa Ann, CA 92703 Dear Landlord: on April 19, 2011, New Cingular Wireless PCS, LLC (""Tenant") and The City of Santa Ana ("Landlord"), entered into a Land Lease Agreement ("Agreement"). Under section 10 of the Agreement, ("Use/Maintenanee") "..,I.essoe 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 arid supporting structures and Cmprovernents ("Lessee, Facilities" ), All improvements shall be at Lessee's sole expense and the installation of all improvements shalt be at the discretion and option of the (essea, with Lessor approval, which approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall be obtained by Lessor prior to commencement of any construction, alterations, modifications or improvements pursuant to Section 9..;'. The consent form and plans dated 09/09/17 are attached hereto for the Landlord's signature, Within the next 6 months (approximately), Tenant intends to access the Premises with its employees, agents, contractors and subcontractors for the purpose of upgrading and conducting maintenance work necessary to enhance the performance of its LTE network at this facility. All modifications to be within existing lease Premises thus no expansion of current lease space is required. Kindly sign turd complete this latter below on Page 2, Please return soft copy by email to e.paeheco<r sure-sito.eont, mail hard copy to 36 Executive Park #210, Irvine CA, 92614. Should you have any questions regarding the Tenant's intentions, please contact me at 323-847-6994 Respectfully yours, Now Cingular Wireless, PCS, LLC BY: Ericsson, its Project Manager BY; SureSite, its Agent By: Christine Pacheco Site Davetopment Specialist 323-847-6994 Ericsson 330 Commerce, Solle 2,00, lone, cA 92602 Page 2 Landlord Confirmation of Consent for site modifications and maintenance 00O240: Authorized Signature; Name: Ronald Ono Title; Administrative Services Manager Contact Number: A-2010-135 and A-2012-199 Special Access or Construction Instructions: o'l ...... . .... ..... .. ... ..... z imp 0 0 U-< (L Q() C) W uj CC nLj 0 0 J X i Z LOZ uj o r"-4 0 CO CO Q 'o :E N cn LU M LLI M cc 0 Ul 0 WZWW— mm UjEcoommcnw�:w f]pq(2N22tm z z ZZDMWQ LU Cc W Z IL ILI w 06 ..............5a tu m ....... . ...... gg r I IRMAIS �IN30 Hinos I 40 .. .. ON ...... ....... . ... ... .. .... .. ..... . ....... .. .... ..... . .... .. 77� 7 7 --- ------- . . ......... . ....... . .. ...... VIA- lu ca 29 .. . . ....... ....... M-."'ZzL- .......... .. . . .... . . ... .. ... ...... ...... ..... . .. . .. . .. . ............. 2_ is 3 94 tl o .'�........... 9{4 7u a n s � ° E c g a2�y b { i e � B e a + a 56 r March 5, 2018 City of Santa Ana Attn: Ronald Ono 20 Civic Center Plaza Santa Ann, CA 92 702 A-132G10-435r 6441 /~)' " a 01 a-19 9 IL SURESITE 11FIr+frcrstrucb.,u3 x,c its Sm,l-lo RE: New Cingular Wireless Site Cell Site # 00O240 (10127664) 2115 West McFadden, Santa Ana, CA 92703 Dear Landlord: On April 19, 2011. New Cingular Wireless PCS, LLC ("Tenant") and The City of Santa Ana ("Landlord"), entered into a Land Lease Agreement ("Agreement"). Under section 10 of the Agreement, "("Use/Maintenance ")...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 Facilities"). All improvements shall be at Lessee's sole expense and the installation of all improvements shall be at the discretion and option of the Lessee, with Lessor approval, which approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall be obtained by Lessor prior to commencement of any construction, alterations, modifications or improvements pursuant to Section 9—" The approval consent form is attached for the Landlord's signature. Also included are the proposed Construction Drawings (CDs) dated 02/21/2018. The work involves upgrading (6) antennas and related supporting equipment. This is in addition to the upgrades previously consented to by the Landlord on 11/06/17 (copy attached). Within the next 6 months (approximately), Tenant intends to access the Premises with its employees, agents, contractors and subcontractors for the purpose of upgrading and conducting maintenance work necessary to enhance the performance of its GTE network at this facility. All modifications to be within existing lease Premises thus no expansion of current lease space is required. Kindly sign and complete this letter below on Page 2. Please return soft copy by email to mminneman sure- site,com, mail hard copy to 36 Executive Park 9210, Irvin a CA, 926W. Should you have any questions regarding the Tenant's intentions, please contact me at 414-371-9615 Respectfully yours, New Cingular Wireless, PCS, LLC BY: Ericsson, its Project Manager BY: SureSite, its Agent By: Mark Ninneman Site Development Specialist 414-371-9615 m.ninnernaii@stire-site.com Ericsson 330 Commerce, Suite 200, Irvine, ca 92602 Page 2 Landlord Confirmation of Consent for site modifications and maintenance: RE: 00O240,10127664, Site Name: Jerome Park Authorized Signature: Sd�' Date: 3/20/18 Name: Gerardo Mouet Exevutive Director Contact Number: (714) 571-4204 Special Access or Construction Instructions: 0127034,_L,cA _ aEAMDi...121010.pdf - Page 1 t A-2012-759 r Cell SiteNoMme; FAID1276641000240-02 Market: Los Angeles cu f4 m1 FIRST AMENDMENT TO LAND LEASE AGREEMENT ** c TIUS FIRST AMENDMENT TO LAND LEASE AGREEMENT ("First Amendmerif), dated as p ,� s�of the latter of the signature dates below (the "Effective Date"), is by and between the City of Santa Ana, barter city and municipal corporation organized and existing under the Constitution and laws of the to of California, having a mailing address of 20 Civic Center Plaza (14-30), P.O. Box 1989, Santa Ana, Califomla 92702 (heminafter referred to as "Lessor") and New Clugular Wireless PCS, LLC, a Delaware limited liability company, having it mailing address of 12555 Cingular Way, Suite 1300, Alpharetta, Georgia 30004 (hereinafter referred to as "Lessee'). WHEREAS, Lessor and Lessee entered into a Land Lease Agreement dated April 19, 2011, whereby Lessor leased to Lessee certain Premises, therein described, that are a portion of the Property located at 2115 West Mcfadden, Santa Ana, Orange County, California (the "AgrecmenP); and WHEREAS, Lessor and Lessee desire to amend the Agreement to provide that Lessee is not obligated to sbare tower sent received from Verizon Wireless as a third -party tower co -location user; and WHEREAS, Lessor and Lessee, in their mutual interest, wish to amend the Agreement as set forth below accordingly. c;r NOW THEREFORE, in consideration of the fo�golug and other good and valuable consideration, the meeipt and sufficiency of which are hereby *acknowledged, Lessor and Lessoc agree as follows: 1. Co -Location Revenue Share. Notwithstanding anything in Section 25(B) of Wo Agreement to the contrary, Lessor hereby acknowledges that Lessee is not obligated to share eighty percent (90%) of the tower rent received from Verizon Wireless, as`a third -party tower co -location user. 2. Other Terms and Condiffoms Aemafn. In the event of any inconsistencies between the Agreement and this First Amendment the terms of this First Amendment shall control. Except as expressly set forth in this First Amendment, the Agreement otherwisa is unmodified and remains in full force and effect. Bach reference in.ttie Agreement to itself shall be deemed also to refer to this First Amendment. 11 3. Capitalized Terms. All capitalized terms used but not defined herein slrall have the same meanings as dofined in the Agreement. REMAINDER OF PAGE INTENTIONALLY BLAM SIGNATURES APPEAR ON NEXT PAGE O1276Cr .LEASE._AMi91_,121O1O,pdf-Page 2 IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute and seal this First Amendment on the dates set forth below. ATTEST: MARLD. HUIZAR � A — Cleric of the Council APPROVED AS TO PORM: JOSEPH STRAKA Interim City Attorney LAURA SHEEDY Assistant City Attorney Name: Witness: Name: _ LESSOR: City of Snum na By: Name: Maul M. Walters Title: InterT City Manager Date: ^P b'Bu I 3 LESSEE: New Cingular Wireless PCS, LL,C, a Delaware limited liability company r.:;. By: AT&T Mobility Corporation Its: Manager a vBy: Name: Neil C. Bover Title: Director --Network Date: 01276Q4j_M8E_AIVJ 71_121010.pdf -Page 3 LESSOR ACKNOWLEDGEMENT STATE OF COUNTY OF ) sr. BE IT REMEMImm, that on this day of _ 20___, before me, the subscriber, a person authorized to take oaths in the Slate of personally appeared who, being duly swom on oath, deposed and made proof to my satisfaction that s/he is the parson($) named in the within instrument; and I, having first made known to him/her the contents thereof, s/he did acknowledge that gins signed, sealed and delivered the same as his/her voluntary act and deed for the purposes therein contained. NotaryPublic: _ My Commission Expires; LESSEE ACKNOWLEDGEMENT STATE OF GEp'.RrOCA 1ss: s COUNTY OF I On the uIL_ day of �A�U�Y,�: 201Z before me personally appeared Neil C, Boyer, and acknowledged under oath that be is the Director - Network of AT&T Mobility Corporation, Manager of Now Cingular Wireless PCS, LLC, the Lessee nwpM in th*ra strument, and as such was authorized to execute this instrument on behalf of the company. is XPPlgl%� '� �!" si a xp'ves: ,: III" �OTMp •�r' R IN OTARIAL SEAL)