HomeMy WebLinkAboutTELECOM PARTNERS DBA ATS COMMUNICATIONS - 2006
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cctKK OF COUNCIL CONSULTANT AGREEMENT
DATE: {~tf-vJ.
THIS AGREEMENT, made and entered into this First day of January, 2006 ("Effective
Date") by and between Telecom Partners Group Corp, dba A TS Communications, a California
corporation (hereinafter "Consultant"), and 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 "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
wireless communication technology to assist the City in marketing and facilitating the
development of cell towers on City owned property to provide a wireless
communication network throughout the City of Santa Ana.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
D. In approving this Agreement, the City Council finds that Consultant has unique
qualifications and skills not otherwise available in the marketplace, and is therefore
exempt from competitive bidding.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
(a) Consultant shall develop and implement, subject to formal adoption by the City
Council, a wireless communications master plan ("Wireless Master Plan") for the City which
will identify current wireless facilities located within the City (on public and private land), other
City property available for location of cell towers, and future needs of wireless communications
providers in the City including, without limitation, providers of cellular, PCS, radio or television
transmissions or services, (collectively, including any successor technologies, frequencies or
spectrums "Wireless Services"). Consultant will have the exclusive right to market all City
owned sites to potential wireless providers and facilitate the placement of wireless
communication cell towers and facilities on City owned property ("City Property") to implement
the Wireless Master Plan, as set forth in Exhibit A, attached hereto. Said grant of rights is
specifically subject to City's reservation to itself of the absolute discretion to approve /
disapprove, for any reason, any location and/or provision of any lease agreement recommended
by Consultant.
(b) Pursuant to the Wireless Master Plan process, Consultant shall develop
procedures to streamline the process for wireless providers to submit lease proposals for City
Properties, including (i) development of form lease agreements ("Form Lease Agreements") for
wireless providers and submission materials, and (ii) identification of priority City Properties
where Consultant believes there is the most potential demand/revenue opportunity for New
Leases (the "Priority Sites"). During the duration of this Agreement, Consultant shall have the
exclusive right and authority to (x) contact wireless providers and market the City Properties as
potential sites for New Leases (defined below), (y) accept submissions of proposals for New
Leases and negotiate with wireless providers with respect to the terms and conditions of such
New Leases and (z) represent itself as the City's exclusive consultant with respect to such New
Leases and the services being provided hereunder. The Consultant shall have no authority to
bind the City and all proposals for New Leases shall be subject to City approval. The City agrees
that it will forward all requests or inquiries regarding potential New Leases to the Consultant, for
the Consultant to negotiate and coordinate before the proposal is formally submitted to the City.
The City further agrees that it shall use its best efforts to expedite the review of proposed New
Leases that conform to the Form Lease Agreements and provide any comments within 30 days of
such submission. The City further agrees to use reasonable efforts to expedite and facilitate the
approval and execution of New Leases for the Priority Sites.
2. COMPENSATION
City shall pay to Consultant, and Consultant shall accept from City, compensation for
services under this agreement as follows:
(a) Twenty Percent (20%) of the revenue from each New Lease (detined below) over
the life of the New Lease, including any renewals or extensions (all such New Lease revenue
payable to Consultant, including fees set forth in Section 5( c) below, is referred to collectively
herein as the "Consultant Lease Fees"). Consultant shall only be entitled to the Consultant Lease
Fces to the extent actually paid by a Wireless Provider; if a Wireless Provider fails to pay the
amounts due under the New Lease, City shall have no obligation to compensate Consultant,
unless and until such amounts are recovered by the City. For purposes of this Agreement,
"New Lease" means any lease approved by the City Council during the term of this Agreement
(or where lease negotiations or the initial process for a lease has begun during the term of this
Agreement and such lease is executed after the expiration or termination of this Agreement) for
any portion of a City Property between the City and a third party relating to the construction,
lease or maintenance of wireless transmission towers or the provision or transmission of any
Wireless Services (and shall include any and all amendments, modifications or extensions of
such leases). New Leases shall contain a provision requiring notice to Consultant of any change
or moditication in the terms of such New Leases. Consultant shall not be entitled to any revenues
from any lease approved by the City Council prior to the Effective Date (an "Existing Lease"),
except as set forth in Section 2(b) below.
(b) If any Existing Lease is amended or modified after the Effective Date, where such
modification results in the co-location of additional equipment or the inclusion of additional
wireless providers at any existing site, Consultant shall receive twenty percent (20%) of the
incremental lease revenue over the life of the lease attributable to such modification.
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(c) All New Leases shall contain provisions stating that any and all payments under
such New Leases shall be paid into a third-party escrow or lockbox account (the "Lockbox
Account") provided such a process is consistent with governmental accounting and finance
practices and standards. In such case, Consultant shall be responsible for selecting the third-
party to provide the Lockbox Account, subject to the City's reasonable approval of such third
party, and Consultant shall pay all fees and expenses associated with opening and maintaining
the Lockbox Account. The City and the Consultant shall execute instructions to the party
providing the Lockbox Account (the "Holder"), instructing the Holder to distribute the
Consultant Lease Fees directly to Consultant and the remaining funds directly to the City within
5 business days of receipt of such funds into the Lockbox Account, or such other commercially
reasonable terms the parties may agree upon from time to time.
(d). Upon termination of this Agreement, or upon the exercise of any option periods in a
lease, the City, at its option, may "buyout" the remaining Consultant Lease Fees by paying the
net present value of such remaining obligation utilizing a discount rate of 10%.
(e) For purposes of calculating the Consultant Lease Fee, in-kind consideration such
as public improvement, plus sales taxes, real estate or personal property tax reimbursement and
insurance reimbursement, if applicable, shall be excluded from the New Lease revenues. The
Holder shall provide Consultant a monthly report including a statement of account detailing
transactions, and showing all amounts collected and uncollected from New Leases.
(f) As part of approval of the Wireless Master Plan, the City shall consider imposing
a fee to offset the cost of the Consultant reviewing all public and private applications for wireless
facilities covered by the Wireless Master Plan and otherwise subject to discretionary City
approval.
3. TERM
The initial term of this Agreement shall be three (3) years commencing on January 1,
2006, unless terminated earlier in accordance with Section 12, below. The term of this
Agreement may be extended at the option of the City Council in its sole and absolute discretion
of the City Council in two year increments for up to maximum term of seven years. Any
extensions thereafter shall be at the discretion of the City Council.
4. INDEPENDENT CONTRACTOR/EXCLUSIVITY
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
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wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
The City's City Manager shall designate a Staff Contact who shall be responsible for all
coordination/supervision of Consultant. Consultant and Consultant's employees, and sub
consultants and subcontractors shall communicate solely with the Staff Contact and any other City
staff or official only if approved by the Staff Contact. Consultant and Staff Contact shall cooperate
in selecting viable sites to be marketed to wireless providers. Final approval of each site and the
terms of each lease are subject to recommendation by the Staff Contact and approval by the City
Council. This agreement shall not be construed to impose upon the City, Staff Contact and/or
City Council any obligation other than to consider recommended sites for leasing in good faith,
and the City Council reserves its absolute discretion to approve, disapprove or modify the terms
of any lease agreement. The failure of the City Council to approve any recommended wireless
site lease shall not be a basis for breach of the City's obligations hereunder or entitle Consultant
to damages therefor.
City agrees it shall not negotiate or enter into any leases with wireless providers on City-
owned land other than through Consultant at any time during the initial term of this Agreement or
any extensions thereof. Any leases entered into in violation of this provision shall be deemed New
Leases and subject to payment ofthe Consultant Lease Fees.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1 ,000,000 per occurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution ofthis Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
4
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section: (i) Consultant shall maintain all insurance required above in full force
and effect for the entire period covered by this Agreement, (ii) Certificates of insurance shall be
furnished to the City upon execution of this Agreement and shall be approved in form by the
City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30) days prior
written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement after 30 days notice to Consultant and opportunity to cure. Such
termination shall not affect Consultant's right to be paid (i) for its time and materials expended
prior to notification of termination and (ii) the ongoing Consultant Lease Fees in accordance with
Section 2 for any New Leases. Consultant waives the right to receive compensation and agrees
to indemnify the City for any work performed prior to approval of insurance by the City.
6. INDEMNIFICATION
(a) Consultant agrees to and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
gross negligence or willful misconduct ofthe Consultant or its contractors, subcontractors,
agents, employees, or other persons acting on their behalf which relates to the services described
in section I of this Agreement.
(b) City agrees to and shall indemnify and hold harmless the Consultant, its officers,
directors, agents, employees, consultants, special counsel, and representatives from liability for
personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
claims for personal injury, including health, and claims for property damage, which may arise
from the gross negligence or willful misconduct of the City or its contractors, subcontractors,
agents, employees, or other persons acting on their behalf which relates to the services described
in section I of this Agreement.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all non public information. Confidential information includes not only written
5
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or ( e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement. City acknowledges and agrees that Consultant (i) designs, develops and builds
transmission towers for Wireless Services and (ii) offers consulting services similar to those to
be performed under this Agreement to other cities and government entities, as well as private
parties, and such activities shall not be deemed a conflict or interest.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Telefacsimile (714) 647-6956
With courtesy copies to:
City Manager
City of Santa Ana
20 Civic Center Plaza (M-31)
P.O. Box 1988
Santa Ana, California 92702
Telefacsimile (714) 647-6954
And
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
6
Santa Ana, California 92702
T elefacsimile (714) 647-6515
To Consultant:
A TS Communications
22651 Lambert Street, Suite 101A
Lake Forest, California 92630
Telefacsimile (949) 768-6984
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, shall be effective or deemed to have been given three (3)
days after it has been deposited in the United States mail, duly registered or certified, with
postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall
be effective or deemed to have been given twenty-four (24) hours after the time set forth on the
transmission report issued by the transmitting facsimile machine, addressed as set forth above.
For purposes of calculating these time frames, weekends, federal, state, County or City holidays
shall be excluded.
10. ENTIRE AGREEMENT
This Agreement represents the complete and total statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which is not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. In granting or denying such
approval, the City shall consider the professional, technical and financial ability ofthe assignee
to perform the services required ofthe Consultant. Notwithstanding the foregoing, (i) Consultant
may assign, hypothecate, and/or factor the Consultant Lease Fees for the purpose of financing
Consultant's business without the consent of the City provided that any terms of such
assignments shall not in any way affect or restrict the City's rights and obligations regarding
payment ofthe Consultant Lease Fees, and, (ii) Consultant may use assistants, sub-contractors
and sub-consultants, under its direct supervision to perform some of the services under this
Agreement subject to reasonable approval by the Statr Contact and at Consultants own cost.
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12. TERMINATION
This Agreement may be terminated by either party upon thirty (30) days written notice for a non-
cured material breach by the other party or a reasonable period of time to cure ifthe breach
cannot reasonably be cured within 30 days. In the event of any termination, Consultant shall be
entitled to continue to receive the Consultant Lease Fees for the duration of the New Leases as
set forth in Section 2 and the Lockbox Account provisions of Section 2( c) shall survive any such
termination, subject to the City's buy-out rights in Section 2 (d) above.
13. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms ofthis Agreement, and shall
indenmifY City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City 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.
8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
-'
PATRICIA E. HEALY
Clerk of the Council
t/
APPROVED AS TO FORM:
HW.F
Attorney
CITY OF SANTA ANA
DAid~a
------
City Manager
TELECOM PARTNERS GROUP CORP
dba COMMUNICATIONS
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PresIde t
9
EXHIBIT A
SCOPE OF SERVICES
Consultant shall prepare and assist in implementing a Citywide wireless communications master
plan designed to:
. Reduce the number of wireless antennas necessary to provide service throughout the
City.
. Reduce the blight of cell antennas through an effective equipment screening process.
. Create good wireless reception throughout the city.
. Generate additional revenues for the City.
Consultant will perform the following tasks in order to develop and implement the master plan:
. Analyze existing facilities located within, and adjacent to, the City of Santa Ana,
estimating projections of future demand for facilities in Santa Ana.
. Meet with wireless providers in Southern California to assess and determine anticipated
future network requirements.
. Identify City owned property suitable for development of wireless communications
towers to meet anticipated future needs.
. Act as the City's exclusive agent to lease identified City property to wireless
communications providers and facilitate lease negotiations, including terms relating to
the development of additional improvements on City property in exchange for a portion
of the lease value and
. Oversee design and implementation of wireless facilities. Consultant shall coordinate the
design and location of wireless communication facilities and stealth antenna with City
staff to minimize impact to the City site and programs. Consultant shall review wireless
radio signals to ensure wireless communications services will not impact any emergency
services, safety personnel radio service, etc.
. Consultant shall provide and manage a construction schedule for the City staff, assist in
the verification of permits, and verify improvements to the satisfaction of City staff prior
to the release of electrical service to the site.
City will provide to Consultant, information regarding the location of existing
telecommunications facilities within the City, the location of any planned facilities within the
next l2-month period and a list of all frequencies presently utilized at all existing sites (transmit
and receive).
10
.'
A CORD,"
Hub International of California
4371 Latham Street Suite 101
PO Box 5345
Riverside, CA
951-788-8500
92501
fax951-788-2994
DATE IMM/OD/YYl
1/06/2006
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONl Y AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
u~D~P-=-~Y St Paul Fire and Madne InsuranCe
A
PRODUCER Nicholas Goldware
INSURED
Telecom Partners Group Corp
---1--------- - -------
! COMPANY
B
DBA ATS Communications
22651 Lambert St #lOlA
Lake Forest CA 92630
A - ;;1.00&- Dote
COMPANY
C
COMPANY
D
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.
co I------~~: OF IN~::~ POLICY NUMBER ! POLICY EfFECTIVE POLICY EXPIRATI~~ r-
L TR AN I DATE (MM/DD/YYI DATE (MM/DD/YY)
]:::'~. i GENERALLlAEllL!TY 1 BK01575136
i:-X-+~~MERCIAL GENERAL 1I,ABllITY
:_ u!' CLAIMS MADE L~_j OCCUR
OWNER'S & CONTRACTOR'S PROT
LIMITS
A , AUTOMOBILE LIABILITY
:--l ANY AUTO
BK01575136
109/15/2005 ,09/15/2006 GENERAL AGGREGATE I' 2,000,000__
PRODUCTS - COMP/OP AGG " 2,000,000
PERSONAL & ADV INJURY 1,000,000
EACH OCCURRENCE 1,000,000
.!'~~EmDAMAGE IAny one fire~_ 300,000 ..
M ED EXP (Anyone person) 10,000
09/15/2005 09/15/2006 1,000,000
1 COMBINED SINGLE LIMIT
------
ALL OWNED AUTOS
SCHEDULED AUTOS
X HIRED AUTOS
X NON-OWNED AUTOS
BODILY INJURY
IPeraccidem)
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, BODILY INJURY
{Perpersonj
PROPERTY DAMAGE
I,
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~~ ANY AUTO
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EXCESS LIABILITY
1-1' UMBRELLA FORM
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WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
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AUTO ONLY - EA ACCIDENT I $
OTHER THAN AUTO ONLY
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EACH ACCIDENT
AGGREGATE
EACH OCCURRENCE $
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AGGREGATE ' $
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EL DISEASE - EA EMPLOYEE
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DESCRIPTION Of OPERATIONS/LOCATIONSNEHICLEStSPECIALITEMS
Re: Verification of Coverage
Thf~ City of Santa Ana, its officers, employees,
respect to the named insured.
agen(.s, representatives and volunteers are named as additional insured with
City or Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY Will ENDEAVOR TO MAil
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT,
TTIlCrays notice for non-payment
BUT fAilURE TO MAil SUCH NOTICE SHAll IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
@ds#2514153
87953
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EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company SI. Paul Fire and Marine Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# BKOI575136 relating to the following:
I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
92701; its officers, employees, agents, volunteers and representatives are named as
additional insureds ("additional insureds") 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 insureds.
3. This insurance applies separately to each insured against whom claim is
made or suit is brought except with respect to the company's limits of liability. The
inclusion of any person or organization as an insured shall not affect any right which such
person or organization would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be
cancelled, 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 92701.
(Completion of the following, including countersignature, is required to make this
endorsement effective.)
Effective 11612006, this endorsement form as a part of Policy # BK01575136
Issued to Telecom Partners Group Corp, dba A TS Communications.
Named Insured
'1:1 ZJ 2_
Countersigned by
1. Gc'cl....,Qrc. '/u/ou
Authorized Representative
~iAN2ll'06 F'fl <1':31 PlR~
8016ATSIV
LA2825A
NOTICE OF ASSIGNMENT OF CONSULTANT LEASE FEES
RFS Capital II, Inc.
330 Madison Avenu~
New Yark. NY 10017
September 26, 2008
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana. CA 92702-1988
Attn: Clerk of the City Council
City of Santa Ana
20 Civil Center Plaza (M-31 )
P.O. Box 1988
Santa Ana, CA 92702
Attn: City Manager
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, CA 92702
Attn: City Attorney
Re: Notice of Assignment of Consultant Lease Fees for communications facility located at 23023/4'" S.
Raitt St, Santa Ana, CA 92704; Consultant Agreement between the City of Santa Ana, CA ("City") and
Telecom Partners Group Corp., d/b/a A TS Communications CATS"), dated as of January 1. 2006 (the
"Agreement")
Current Payee: RFS Capital II, Inc.
Effective as of September 26, 2008, all right, title and interest of RFS Capital II, Inc., in and to
the Consultant Lease Fees derived by A TS as Consultant under the Agreement were transferred and
assigned by RFS Capital II, Inc. to Cove Beach Asset Management, LLC ("Cove Beach"). A TS will
continue to manage the premises and has retained the obligations and liabilities of the Consultant under
the Consultant Agreement with the Landlord.
After the date hereof, any amounts payable by you to RFS Capital II, Inc. under the Agreement
should be made payable to "Cove Beach Asset Management, LLC" and should be delivered, subject to
any further instructions you may hereafter receive, to Cove Beach at:
Cove Beach Asset Management, LLC
c/o Raoul Witteveen
P.O. Box 250
Cold Spring, NY 10516
Any future communications regarding the remittance of payments should be made as directed by
Cove Beach.
Signature Page Follows
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Sincerely,
RFS CAPITAL II, INe.
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1 ;...
By: / (;1 '4L..! ) (/vLJ-/
Donald Paynter
Treasurer
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8016 ATS IV
LA2825A