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HomeMy WebLinkAbout25E - CELLULAR ANTENNA - ADAMS PARK REQUEST FOR COUNCIL ACTION , ` CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JULY 19, 2010 TITLE: APPROVED As Recommended LEASE AGREEMENT WITH As Amended Ordinance on 151 Reading T-MOBILE WEST CORPORATION Ordinance on 2ntl Reading FOR CELLULAR ANTENNA AT Implementing Resolution ADAMS PARK Set Public Hearing For ~ CONTINUED TO `~.~~,f~f~~~ FILE NUMBER f CITY MANAGER RECOMMENDED ACTION 1. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute a lease agreement with T-Mobile West Corporation for installation of a stealth monopole sports lighting antenna and underground equipment vault at Adams Park, subject to non-substantive changes approved by the City Manager and the City Attorney. 2. Approve an appropriation adjustment recognizing $38,800 in the Capital Outlay Fund Miscellaneous Recovery account (no. 05102002 57010) and appropriate same to the Capital Outlay Fund Improvements Other than Buildings Expenditure account (no. 05113263 66220). 3. Receive and file Categorical Exemption for Environmental Review Nos. 2010-27 (Adams Park). BOARD OF RECREATION AND PARKS Recommended approval of lease agreement with T-Mobile West Corporation for an underground cellular vault and sports lighting monopole cell tower at Adams Park, at their meeting of March 24, 2010, by vote of 4:1:3. DISCUSSION T-Mobile is requesting approval of a lease agreement to install an underground equipment vault and a 80 foot high sports lighting pole with cellular antenna at 60 feet in Adams Park. The lease agreement with T-Mobile West Corporation is for 202.7 square feet of lease area (11'-9" X 17'-3" equipment vault). Because two other cellular buildings (Sprint and Metro PCS) are already on the park site, staff requested T-Mobile to build their equipment room underground. T-Mobile has agreed and the underground equipment vault is proposed just north of the existing parking lot with a new sports lighting pole to house the,~~q~nga. The new light pole will be constructed Lease Agreement with T-Mobile West Corporation at Adams Park July 19, 2010 Page 2 south of the existing light pole and will provide additional room for the ball field. The old light pole will be removed and the lights will be switched over with minimum impact to our users. The amount of the agreement is $2,400 per month ($28,800 per year). The term of the lease agreement is 10 years, with three 5 year extension options. The agreement also provides for the lease rate to increase 4% per year throughout the term of the lease. In addition, T-Mobile has agreed to submit a one time $10,000 payment as soon as the lease is signed. The $10,000 payment will be deposited in a special account for deferred maintenance improvements at Adams Park. The annual $28,800 lease payment will be deposited in the General Fund for payment of the landscape maintenance contracts in City parks. T-Mobile will provide all the proper insurances and obtain the necessary city permits prior to construction. A presentation of T-Mobile's proposal was made to the Valley/Adams Neighborhood Association on January 28, 2010 and the Laurelhurst Neighborhood Association on February 11, 2010. Questions were raised on health/safety issues and how the revenues would be used. The Valley/Adams Neighborhood Association was satisfied with the response and approved T- Mobile's cell tower at Adams Park. The Laurelhurst Neighborhood Association expressed long term health/safety issues to their children. T-Mobile consultant addressed the concerns and 30% of the residents present approved the cell tower and 70% opposed the installation. T-Mobile's consultant indicated the radiation level from the antenna is way below the federally acceptable level. Staff explained due to federal regulations, cities can not disapprove cell tower installation based on the perception of radiation exposure. Conditions can only be provided on aesthetics, improvements or lease rates. If the lease is denied on a park site, cell companies are allowed to use the public right of way, similar to utility companies to install their antennas. This installation will require more antennas at a lower height to obtain the same service level. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended action is exempted from further review. Categorical Exemption Environmental Review No. 2010-29 (Adams Park) will be filed for this project. FISCAL IMPACT This appropriation adjustment will recognize $38,800 in the Capital Outlay Fund Miscellaneous Recovery account (no. 05102002 57010) and appropriate same to the Capital Outlay Fund Improvements other than Building Expenditure account (no. 05113263 66220) for landscape maintenance of City parks. ~j~ ~ ~ APPROVED AS TO FUNDS AND ACCOUNTS: Gerardo Mouet, Francisco Gutierrez, Executive Director Executive Director Parks, Recreation and Finance and Management Services Agency Community Services Agency 25E-2 LAND LEASE AGREF.11fENT BETWEEN THE CITY OF SANTA ANA AND T-MORILE WEST' CORPORATION for ADAMS PARK This Agreement, made this day of , 2010, betwern 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 T-Mobile West Corporation, a Delaware corporation, hereinafter designated "LESSEE". The LESSOR and LESSEE are ut times collectively referred to hereinafter as the "Ponies". I. 1'RF;MISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property commonly known as Adams Park (the entirety of LHSSOR's property is referred to hereinafter as "the Property" and a legal description of the Propeny is attached hereto as Exhibit "A"), located at 2302 S. Raitt SOcet, Santa Ana, CA 92704, and being described as an eleven foot, nine inch (I I'-9") by xventeen foot, three inch (17'-3") space on the ground containing two hundred three (203) square feel, for LGSSEE's undergroundul equipmeol cabinets, space for LESSEG's communications tower, and space required for cable runs [o connect LESSEE'S' equipmem and antennas. together with the nonexclusive right for ingress and ogress from artJ to the nearest public right-of-way, xven (7) days a week, twenty-four (24) hottrs a day, subjen to any restrictions stated herein, on loot or motor vehicle, including trucks, and for the installation and maintenance ofutility wires, poles, cables, conduits, and pipes over, undeq or within the building to the demised premixs, said demised premises and access and utilities paths (hereinafter collectively referred to as the "Premises") for access being substamially as' described herein in Exhibit "F3" attached hereto and made a pan hermf. 2. ~U V~El(. 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 "A" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies betwern it and Exhibit "A". Costs incurred for such work shall br borne by LESSEE. 3. TERIy, This Agreement shall be effective as of the date of execution by both parties, provided, however, the inrtinl term shall be fur ten (10) years and shall commence on the Commencement Date (defned below). 4. RLNT. After the Commencement Dale, rental payments will be due in an annual. rental amount of twenty-eight thousand eight hundred dollars ($28,800.00) to be paid in equal monOtly installments of two thousand four hundred dollars ($2,400.00) per month on the first day of the month, in advance, to LESSOR or to such Dther person, firm or place as the LESSOR may, fiom time to time, designate in writing at least thirty (30) days in advance of any rental paymem date. Rent shall commence on the first day of the month following the issuance oC the building permit (or LESSEE'S Facilities (as defined below), or the firs[ day of the month that is six (6) months otter the full execution 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 ("Commenement Date"). If rent is not paid within lifteen (IS) days after the due date and provided LL'SSOR has complied with DII applicable notice and cure provisions herein, LESSEE agrees [o pay a Isle charge eyual to six percent (6%) of the then-current monthly rent. Rental amounts attributable to partial months shall be prorated ou a daily basis. 5. ANNUAL RENTAL INCREASES. The rem pnymems shall br subject to an animal rental inereax of four percent (4%) per year, to be increased on Hach anniversary of the Commencement Dare. 6. INITIAL PAYMENT. LESSEE hereby agrees to pay to LESSOR aone-time, non-recurring, non- refundable paymem equal to tzn thousand dollars ($10,000.00), within thirty (30) days aHer the Commencemem Dote. Notwithstanding the above, LESSOR shall refund LESSEE the initial $10,000.00 payment in the rvem LESSEE is unable, due to thz sole fault and umeasnnable delay of LESSOR, to obtain all Approvals necessary to construct LESSEE'S Facilities, within six (6) months alter the full execution of this Agreement. 7. EXTENSIONS. The Lease Agreement may be extended For up to three (3) additional five (5)- yznr terms (each a "Renewal Term"). Each Renewal Term shall be on the terms and conditions as se[ forth herein as li+l lows: Sim M; LAJSa35n I Sim Name: Adams Park fhtc 06!!7ROID nn F~,S (i) Six (b) months prior to the expiration of the initial temt, if LESSOR, in its reasonable discretion determines that LESSEE's continued tenancy is not in conl'nmtity with LF.SSOR's intended use of the Property, LESSOR shall provide written notice [o LESSEE that the Lease will not be extended. (ii) ThereaRer, 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 months prior to the end of the then-current term. Within sixty (b0) days of receipt of LF,SSEE'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. It' LESSOR does not respond within sixty (60) days, the lease is deemed renewed for an additional Renewal Term. I f neither party provides notice as set forth above, the Icase shall continue on a mmtlh-to-month basis. R. GOVERNMENTAL APPROVALS. It is understood and agreed that LESSEF.'s ability to use the Premises is comingent upon its obtaining ell of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or local authoritiu5 as well as satisfactory soil boring tests which will permit LESSEE'S use of the Premises as set forth herein. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action, which would adversely affect the status of the Property with respect to the proposed use by LESSEE. Prior to the Commencement Date, LESSEE shall have the right (but not dte obligation) to enter the Premises for the purpose o(making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests") to determine the suiwbility of the Premises Tor LESSEG's Facilities (defined below) and fur the purpose ofpreparing for the construction of LESSEE'S Facilities. In the even) that any of such applications for such Guvemmental Approvals should be finally rejected or any Govemntcntal Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminered by the govemmental authority or soil boring tests are (owd to be unsatisfactory so that LESSEE will be unable to use the Premises for its intended purposes or LESSGE determines that the Premises is no longer technically compatible fur its intended ase, LESSEE shall have the right to terminate this Agreement. Notice o(LESSEE's exercise of its right to terminate shall be given to LESSOR in writing 6y certified mail, velum receipt requested, and shall he c(I CCiive upon the mailing of such notice by LESSEE. All rentals paid to said tcnnination dmz shall be retained by the LESSOR. Uprnt such tcmmination, this Agreement shall become null and void and all the Panics shall have no (usher obligations including the payment of money, to each other. 9. APPROVAL OF PLAN. Prior [o commencing conswetion of LESSEf:'s Facilities (defined below), LESSGE shall obtain LESSOR'S approval of LESSEE'S work plans, which approval shall not be unreasonably withltcld, 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 (IS) working days of LESSOR'S receipt o! LESSEE'S work plans. If LESSGE- does na receive such approval or request for changes in writing within such fifteen (IS) working day period, LESSOR shall be deemed ro have approved the plans. LESSOR shall not he zmitled to receive any additional consideration in exchange for giving its approval of LESSEE'S plans. 10. USE/MAINTC-.NANCE. LESSEG 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 nn various hequencies and [he constntctioq maintenance, and operation of related communications lacilities. 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, trattsmission lines, radio (requency transmitting and receiving antennas and suppetrting stroctures and improvements ("LGSSC:G'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 arty construction, alterations, modifications or improvements pursuant to Section 9 above, and LESSEE. agrees to submit architectural and engineering drawings ("Plans") u( the equipment to be installed. LESSEE agrees that the insallation and maintenance of LESSHE's Facilities shall be effected with all reasonable diligence and precaution to avoid damage m the land, property or personnel. Notwithstanding the foregoing, once the initial improvements are installed, LESSEE: may «place, substitute, upgrade mtd expand its equipment, cables and antenn;u which comprise LESSGE's Facilities (or the purpose ofrepairing or upgrading the communications capabilities of LESSEE'S Pacilnies, with notice to LESSOR, Sipe M~ LAJ7a75A Z Sire Namc: AJame Yar4 Date 04/:7/7010 _ ~,~F_a so long as the equipment, cables or antennas remain within the original physical parameters of the Premises. LESSEE, shall not make any substantive physical and/or aesthetic changes to the Premises without the prior approval of LESSOR which shall not be unreasonably withheld, conditioned or delayed. Any such changes are subject to the provisions of Section 13 contained herein below. LESSEE shall be responsible for tht cost of any and all damage to the Property including but not IimiteJ [o concrete and/or asphah, buildings and/or appurlrnances caused by LF-SSEF.. LESSOR ¢t its discretion may require LESSEE to repair end or replace said damages or convwt fur sail services and bill LESSEE. The cost of sail 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 consweteJ anJ 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 LF,SSEE, LF.SSF.E's employees, agents, contractors, subcontractors anJ assigns with access to the Premises twenty-(our (24) hours a day, seven (7) days a week, at no charge to LC-SSC-E. 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 Iht extent required to construct, maintain, install and operate LESSF.E's Facilities on the Premises, and to remove them lhere(rom. LESSOR shall, at its sole expense, maintain ell 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-(nor (24) hours notice to LESSOR before any inslallalion, maintenance, replacement or repair is to take place on the Premises. In the even that maintenance is required, such as the repainting of LIS51?G's Facilities, wch maintenance must be completed 6y LI:SSEG within thirty (30) days. I I . I NDEMNI FICAI'IUN. A. LESSEE'S Indemnity. LESSEE shall indemnify, del'enJ and hold LESSOR, its oRicers, employees, successors and assigns harmless from and against any and all loss, cost, claim, liability ("Claims") occurting on the Premises and arising out of or connected with the negligence or willful misconduct o(LESSEE, its olTteers, agents, employers, or contractors except for Claims arising out of (i) the negligence ur willful misconduct of LF,SSOR, its officers, agenU, employees, successors, ;usigns, or contracors; (ii) violation of law by LESSOR, its o lTiccrs, agents, employees, or convectors; (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 w repair or maintain. B. LESSOR'S lademnlty. LESSOR shall indemnify, defend anJ hold LESSEE, its u if icers, 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 LESSOR, its olTicers, agents, employees, or contractors, including, but not limited to City Business as definal m Section 17 below, except for Claims arising out of (i) the negligence or willful misconduct of LESSEE, its officers, agents, employees, or convectors; (ii) violation of law 6y LLSSF.E, its officers, agents, employees, or contracrors; (iii) the breach of any duty ar obligation by LESSEE under dtis 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 sal Ginsurance. Prior to commencing performance of this Agreement, LESSEE agrees to obtain anJ maintain employer's liability insurance with limits not less than $1,000,00(1 per accidrnl. If LESSEE has no employees, our workers' compensation coverage, it must execute a Declaration available from LESSOR, and upJate as is necessary. B. LESSEE shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or equivalent loon, with a combined single limit of not less that) $1,000,000 per occurrence. Such insurance shall (I)name LESSOR, its officers, agents, represenmtives, employers and volunteers as additional insureds (see sample Exhibit C); (2) be primary with respect to insurance or self-insurance programs maintained 6y LESSOR, except claims resuhing from LESSOR'S negligence or misconduct; (3) contain standard separation of insured's provisions; and (4) give to LESSOR prompt and timely notice of claim maJc or suit instituted arising out of LESSEE'S operations hereunder. Site a: LAJJa7$A 3 Site Nmne Adams Park Dote: 0427/^Ola 25F-~ LESSEE shall (a) prior to exercising any right under this Agreement, famish properly execured certificates of insurance and additional insured endorsement to LESSOR which shall clearly evidence all coverages required above; (b) provide that such insurmnce shall not have its required limits reduced or tcnninatzd except on thirty (30) days prior written notice to LESSOR; (c) maintain such insurance for the period covered by this Agreement; and (d) replace such cenificales for policies expiring prior to the expiration of this Agreement. 13. INTER F'ER ENCE. LESSEE'S Facilities shall not disturb the communications configurations, equipment, and frequency, which mist on the Property on the date this Agreement is fully executed ("Pre-Existing Communications"), or public safety communication operations, as may be upgraded periodically, and LESSEE'S Facilities shall comply with all nun-interference rules of the Federal Communications Commission ("FC(:"'). LESSOR shall not use, or permit the use ol', any portion of the Property in any way, which interferes with LESSEE'S use of the Premises ur encroaches upon the Premises. In addition to any other rights LESSEE may have hereunder, LESSEE shall hove 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 Connnunicotions operating in the same manner as on thz date this Agreement is fully execued shell not be deemed interference. LESSOR shell raga"ve any future tenants, assignees, licensees, or occupants using any portion of the Property Cor the operation of mobile/wireless or radio communications facilities [o comply with the provisions of this Section and shall obtain LESSEE'S wrieen consent prior to allowing such use of the Propert}', which such consent shall not be tuveasonably withheld, conditioned, or delayed, provided that LESSEE'S consent may be withheld if interference with LESSEE'S transmissions, receptions, operations, or use of frequency will result due to such use, whether or not such inerferenee is with LESSEES Geyuencies or otherwise. "fhe 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 interkrence with LESSOR'S public salary communications operations, LESSEE shall have twenty-four (24) hours after receipt of notice to cure the interference, mtd if LESSEE fails m 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 m recommence operations without causing such interference. If LESSEE'S Facilities interfere with LESSOR'S public safety communications operations during an emergency, LESSOR may require shat LESSEE immediately cease operating LESSEE'S Facilities and if LESSEE fails to do so, LESSOR has thr 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 wish LESSOR'S public safety communications operations caused by LESSEE'S Facilities. 14. REMOVAL_41PON TERMINATION. LESSEE, upon expiration or earlier termination of the Agreement, shall, within ninety (90) days, remove all of LESSEGs fixtures and all personal properly end otherwise restore the Premises substantially to its original condition, al LESSEE'S sole expense, reasonable wear and tear, and casualty excepted. Underground conduits, foundations and equipmendstorage buildings may remain al LESSOR'S option. LESSOR agrees and acknowledges that all of the equipment, fixtures and personal property of LL•SSEG shall remain the persowl property of LESSEE end LESSEE shall have the right to remove the same, whether or nut 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 carlirr temtination of this Agreement, LESSEE shall pay rent al the thrn existing monthly mte or on the existing monthly pro-mla basis if based upon a longer payment term, until such time es the removal of dtc building, antenna strucwrc, fixtures and all personal properly are completed. Antenna support structure and all utilities cabling and wiring shall remain at LESSOR'S option in its as-is condition. ' I5. RECORDING AND QUITCLAIM DECD. 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 dtc termination of LESSF.E's interest in the Property upon the expiration or temtinalion of this Agreen+enl. 16. RIGHTS UPON SALE. Should the LESSOR, at any time during the term of this Agreement, decide to sell all or any pan of the Property to a purchaser other than LESSEE, such sale shall be under and subject to this Agreement and LESSEES rights hereunder, end 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 benelit of LESSEE a reasonable non-disturbance agreemem from the present and any (uwre mortgagee(s) or holder(s) of a deed of trust confirming that LESSEE'S right to yuicr liu b: LA 7}a75A 4 Sim Namc: AJams Park Dem. 04/?7i^_010 _ ~,~F_~ possession of the Premises during this Agreement shall not be disturbed, so long as LESSEE is nut in default under this Agreement. 17. OUIf;T ENJOYMENT. LESSOR covenants that LESSEE, an 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 nut 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 dots not interfere with or impair the operation of LL•SSGE's Facilities. I8. TITLE. LESSOR covensnts that LESS(7R is seized of good and sufficiem tide and interest to the Properly and has full authority to enter into end execute this Agreement. LESSOR funkier covenants that there are no other liens, judgments or impediments of title on the Property or aflbcting LESSOR'S title to the same and Thal there arc no covenants-, easements or restrictions which prevent the use of the Premises by LESSEE us set forth abovo. 19. NO LIEN. LESSEE will not pemtit any mechanics' or materialmen's liens nn the Property for any labor or nracerial famished to LESSF,E in connection with work performed. LESSEE shall have the right to contest the validity, nature, or amount of any such lien but, upon the final determinmion of such questions, shall immediarely pay any adverse judgmem rendered with all proper costs and charges and have the lien released at its own expense. If LL'SSEE desires to contest any such lien, then prior to commencing such contest, it will post a bond, where necessary, to release the lien. ?(1. MISCE LLANF.OUS LESSEE RF,SPQN}IIi1Ll_I'I ES. A. Maximum Permissible Exposure - LESSEE shall comply with all present and future laws, orders and regulations relating to Maximum Permissible Exposure (`MPE'~ and other related health issues directly applicable to its operation of LESSEE'S Facilities, as well as the American National Standards Institute (ANSI) standards. Without limiting the provisions of LESSEE'S indemnity contained herein, LESSEE, on behalf of iuel(and its successors and assigns, shall indemnify LESSOR from and against all claims of personal injuries due ur violation o(MPG to the extent such personal injuries arc actually caused by LF,SSEE's Facilities on the Premises. B. LESSEE shall mainwin LESSEE'S Facilities and shall make all repairs to the Premises necessitated to keep the Premises safe. LESSON may require LESSEE to make repairs to endlor replace damaged equipment of LGSSL"E's Facilities and/or any pans thereto regardless of Fault (including but not limited to damage cauxd by vundahsm or acts of god not later than one (I) week after said damage is reported to LESSF,E, 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 Io be made including making said repairs andJor 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-eight (48) hours notification to LESSEE by LESSOR. If said graffiti is not removed within the 48-hour period, City may remove said graffiti and bill LESSEE for the cost of services. C LESSEE shall pay all personal property taxes assessed directly against its equipmem and all increases in LESSOR'S real property taxes or assessments directly attributable to installation of LESSEE'S equipmem or LESSEE'S use of the Premises, within sixty (60) days aRer receipt of satisfactory documentation indicating calculmion of LESSEE'S share of such roal astute tuxes 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 unrwsonable lax acscssmcnt. 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 LESSF. F, for its use of the Premises. LESSOR shall cooperate wish LESSEE in its elforLS to obtain utilities from any Iceation provided by LESSOR or the servicing utility, including signing any easement or other instrument reasonably required by the wilily company. E. LESSEE shall have the right ur replace or repair its equipment or arty portion thereof during the tcmt of this Agreemem. LESSEE will maintain the Premises in a good condition, reasonable wear and tear excepted. Sim q: I-AAx75A $ Sire Name Adunu Park ?alc na,':7/2eln G _7 21. LESSOR USE OF SITE. LESSE[ shall make available to the police, fire and emergency services of the City of Santa Ana space on its communications tower at no cost [o LESSEE ar said entities, subject to structural analysis. In addition, if the communicatons tower is a 6a11 field light standard design, then light bulbs installed on LESSEE'S tower will be owned and maintained by the Parks Department of the City of Santa Ana. 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 install¢lioru will be ptmtitled only at such locations [hat will not cause interference with LESSEE or LESSOR and the City's optrations. The City entities will be afforded 24-hour access to its equipment at the Property. In addition, the City will bt provided "power backup' by LESSEE, i(avail¢ble at the Premises. 22. IN"[EGRATI_O_N. his agrxd and undersloud 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 he binding upon either the LESSOR or LESSEE in any dispme, controversy or proceeding at law, and any addition, varimion or modification to this Agreement shall be void and ine lfective unless made in writing and signed by the Panics. In the even any provision of the Agreement is found [o be invalid or unenforceable, such finding shall not a6'ec[ the volidity and enforceability of the remaining provisions oY' this - Agreement The failure of either Party to insist upon strict performance of any of the terms or conditions ul'this Agreement or to exercise any o(its rights under the Agreement shall not waive such rights and such PatTy shall have the right to enforce such rights at any time and [eke such action as may be lawful and au[hmrizcJ under this Agreement, either in law or in equity. 23. GOVERNING LAW. This Agreement and the performance thereof' shall be governed, imcrprcttd, construed, and regulated by the laws of the State uI California, with vrnue in Orange County. 24. AT TTORNI,Y S'. FEES. The substantially prevailing party in any legal action or lawsuit arising hereunder shall bt entitled to its reasonable auomeys' fees and court cosu, including appeals, if any. 25. ASSIGNMENT AND CO-LOCATION. A. LESSEE will not assign or vansfcr this Agrtcmznt without the prior written consent of Lf;SSOR, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, th¢t LESSEE shall have the right to assign its rights under this Agreement to wq of LF.SSEE's (i) partners, parents, subsidiaries, affiliates, or successor legal entities, (ii) in connection with the salt, exchange, or other transfer of LESSEE'S FCC aulhoriration for the geographic area in which the Premses are located or of majority of LESSEE'S network assets in the geographic area where the Premises are located, or (iii) in connection wish any financing, loan, security interest pledge, or mortgage of LESSEE'S property. B. LESSEE, acknowledges and agrees Thal the City policy is to provide for co-location on communication tower facilities and will reasonably facilitate any co-location subject m the conditions outlined in Paragraph 13 (INTERFERENCE). LESSEE further agrees the[ LESSOR shell retain ownership of any FuNter Icuse rights with respect to spate for additional communication facilities on the Property, other than the Premises which is already leased to Lessee. Further, regarding co-location/subltasing space on LESSEE'S tower, LESSEE shall enter into a Tower Lease Agreement or sublease, subjec[ to all permits and approvals From all governmental agencies having jurisdiction thereover, with a future tower co-locatiom user, subject to LESSOR receiving a portion of the tower trot that is mutually agreed upon by both LESSOR and LESSEE. LESSEI: shall provide for LGSSOR's consem on any Tower Least Agreement, ur sublease anJ affidavits stating the sublensc rent Tftc P.uty's intent in allowing LESSEE to collect rent is to provide a means by which LESSEE con recoup tts cost of construction end maintenance of said lower facilities on a pro-rata basis with subsequent users. The Panics intend that LESSOR, and not LESSEE, should benefit firwncially, from any luture rower co-location agreement Any future eerier or co- loca~or shall enter into a separate ground Icase egrecmnnt with the City. 2(i. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return nroeipt requested or by commercial courier, provided the courier's regular business is deliveq~ service and provided Ponher that it guarantees delivery w the addressee by the end of the next business day following the courier's receipt (torn the sender, addressed as follows (or any other address that the Patty to be notified may have designated to the sender by like notice): Site p: LA37a35A fi Sire Name: Adumx Pork Dare: W/~7l°010 _ 7 LGSSOIi: City of Sanw Ana Clerk of the Council 20 Civic Center Plea (M-30) P.O. Box 1988 Santa Ana, CA 42702 Courtesy City of Santa Ana -Office of the City Anomcy Copies to 20 Civic Center Plaza (M-29) P.O. Box 1986 Santa Ana, California 92702 LESSEE: T-Mobile USA, Inc. 12920 SE 38's Street Bellevue, WA 98006 Attn: PCS Leese Administrator, Sim p: LA33835A W ilh a copy to: Attn: Legal Dept. Copy lo: T-Mobile West Corporation 2008 McCaw Avenue Irvine, CA 92614 Alm: Lease Administration Manager. Site N: LAJ3835A 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 represcnwtives, successors, administrators and assigns of the Parries hereto. 26. RELOCATION RIGHT. A. Anytime within the initial term, LESSOR shall have the right to cause LESSEE to relocate LIiSSEF,'s Facilities to almmate space on the Property; provided however, that such relocation shall (I) be at LESSOR'S cost and expense which shall be limited to reasonable expenses of moving and re-installing the tower strucwre and accompanying equipment, including [he cost of City permits and fees which LESBOR may legally pay, (2) be performed by LESSER or its agents, (3) not result in any interruption of the communications service provided by LESSEE on the Progeny, (4) not impair, or in any manner alter, the quality of communications service provided by LESSEE on and from the Propert}~, 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 he reloeamd as required, in the sole discretion of LESSOR, to operate and mainwin LESSEE'S Facilities. B. LESSOR shall exercise its relocation right under subsection A above by (and only by) delivering written notice (the "Notice°) to LESSEE. In the Notice, LESSOR shall propose an alternate site within or on the Property to which LESSEE may relocate LESSEE'S Facilities. LESSEE shall hove sixty (GO) days from the date it receives the Notice to evaluate LESSOR'S proposed relaxation site, during which period LESSEE shall have the right to carduct costs to detemtine the technological feasibility of the proposed relocation site. If LESSEE fails to disapprove of such proposed relocation site in writing within the sixty-0ay period, LESSEE shall be deemed have approved such proposed relaxation site. If LESSEE disapproves such relocation site, then LESSOR may thereafter propose another relocation Sim 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:' LF,SSEE shall have up to twelve (12) months after execution of a written agreement between the parties concerning the locution and dimensions of the Relocation Site to relocate LESSEE'S Facilities to the Kelocutiar Sim. Upon relocation of LESSF.E's Facilities to the Relocation Site, all relirences to the Premises herein shall be deemed [o be references w the Relocation Site. LESSOR and LESSEE agree that the Relocation Sitc (including the access and wiliry right of way) may be surveyed by a licensed surveyor at the sole cost of LESSEE., and such survey will thtn replace Exhibit "B" and become a pan hereof and will control or describe the Premises. Except as expressly provided, LESSOR and LESSL"E hereby agree that in no event will the relocation of LESSEE'S Pacilitios, or any part thereof, under subsection A above, affect, alter, modify or otherwise change any of the mints and conditions of this Agreement. Sim M: LA]]8)SA 7 Siro Numc..4damv ParA n:ur. uamcoio 7~.G_Q C. Should the panics fail to agree on a suitable Relocation Site, LESSOR may pay LISSSEE the depreciated value for LESSBE's Facilities and equipment, based on a ten-year lease period. 29. DEFAULT. In the event there is a default by either pony with respect to any of the provisions u(this Agreement or its obligations under it, including the payment of rent, the not-0efaulting party shall give the defaulting parry written notice of wch default. After receipt of such written notice, the defaulting pony shall have fiftren (IS) days N which to cure any monetary default and thirty (30) days in which to cure any non-monetary default, provided the defaulting patty shell have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the defaulting party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. The non-detaulting party may not maintain any action or atlccl any comedies for default against [hc defauldng party unless and omit die defauhing party has (ailed m cure the same within the lime periods provided in this Section. II'either parry commences an action against the other piny arising out of or in connection with this Agreement, the prevailing parry shall be entitlal to have and recover fmm the losing piny reasonable attorney's fees and costs of suit. 30. ENVIRONMENTAL. A. LFSSP,E shall not bring any HazarJous Materials unto the PremiseslProperty, ezcepl 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 es hazardous, toxic or dangerous in any applicable federal, stair or Icenl law or regulation, including petroleum and asbestos. LESSEE will [rent m3J dispose of any Hazardous Materials brought onto the Premises/Proprrty by it in accordance with all federal, note and local laws and regulations. B. LESSOR will br responsible for all obligations of compliance with any and all environmenuil 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 m any environmental or industrial hygiene conditions or concerns as may now or at any time hhreafer be in etTect, 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 concems are caused by the activities of LESSEE. C. LESSOR shall hold LESSEE harmless and indemnify LESSEE liom and assume all duties, responsibility and liability m LESSOR's sole cost end expense, 1'or all duties, responsibilities, and liability (including bw 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 atty way related to: (i) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard m any environmental or industrial hygiene concems or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by LESSEE; nnJ (ii) any environmental or indusuial hygiene conditions arising out of or in ;my way related to the conditiml of the Property or activities conducted thereon, unless such environmental conditiots are roused by LESSEE. 31, CASUALTY. In the even nl' damage by fire ar other casualty to the Premises that cannot reasonably be expected Io be repaired within sixty (60) days following same or, if the Property is damaged by fire or other casualty so tlmt such damage may reasonably be expected to disrupt LESSEE'S operations at the Premises tiu more than sixty (GO) days, then LIiSSEF, may nt any time following such fire or other casualty, provided LESSOR has not commenced the restoration required [o permit LESSEE to resume its operation at [he Premises, temtinatc this Agreement upon twenty (?U) days wriual notice to LESSOR. Any such notice of termination shall cause this Agrecrnem to expire with dtc same Ibrce and effect as though the date set (onh in such notice were the date originally set as the expiration date of this Agrecmcnt and the parties shall make era appropriate adjustmem, as of such termination Jate, with resprd to payments due to the other under this Agreement. I(LESSEE decides not ro temtinatr this Agreement, Rem shall he abated proportionally to the reduction of use. J2. CONDEMNATION. In the avant o(any condemnation of the Premises, LESSEE' may terminals this Agrecmcnt upon Gfleen (15) days written notice to LESSOR. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises (or 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 nut Site p: LAJ3833A g Site Neme: r\Oxms York Dale_ 0a/?712010 n (or the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same farce and effect as though the date set forth in such notice were the dote originally set as the expiration date n( this Agretmtnt and the parties shall make an appropriate adjustment as of such termination date with respect to payments dot to the other under this Agreement. 33. SUBMISSION OF LEASE. The submission of this Agreement far examination dos nut constitute an otter to lease the Premises and this Agreemzm becomes effective only upon Ihr full execution of this Agreement by [he Ponies. If any provision herein is invalid, it shall br considered deleted from This Agreement and shall na invnGdatc the remaining provisions of [his Agreement. 34. APPLICABLE LAWS. LESSEE; shall use the Premises for the use described herein in accordance with applicable Inws, rules and regulations. LESSOR agrees to keep the Property in con fonnanee with all applicable, Imes, rules and regulations and agrees to reasonably cooperate with LESSEE regarding any compliance required by LESSEE in respect Io its use of the Premises. 33. SURVIVAL. The provisions of Ihr Agreement relating to indemnification from one Party w the other Piny shell survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement, which require. pertbnnance subseyuzm to the termination, or expiration of this Agreement shall also survive such termination or expiration. 36. CA_PI',IQNS. The captions contained in this Agreement err inserted for convenience only and arc not intended to be pan of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 37. PROPERTY SPECIFIC ACCESS RULES/REGULATIONS. To the extent that such rules err not inconsistem with ur do not interfere with LESSEE'S rights herein, LESSEE agrczs to abide 6y ell rules and regulations of the Property and Premises imposed by LESSOR as set forth in Exhibit D, attached harem, as Ihr same mny be changed from time to time upon reasonable notice to LESSEE. These rules and regulntions arc specific to the Facilities site and are imposed to insure the proper rnaintrnance, gaud order and reasonable use ol'the Premises and Pnrpuny and as may be necessary fur the enjoyment of the Premises and Propzny by both ponies hereto. 3d. POWERING DOWN DURING MAINTENANCE /REPAIR. LESSEE agrees that during all maintenance on the Communications Facility by the LESSOR or other lessees or users of the Facility, while following the procedures and guidelines set forth by the Occupational Salety and Health Administration (OSHA) and the FCC implementing the National tnvironmenml Policy Act of 1969, when continuing transmission is deemed unsafe for maintenance personnel (based upon standards promulgated by a govemmenlal authority having jurisdiction over LESSEE) due to radiation, the effected hsnsmilters of LESSEE will be fumed off until the unsafe condition no longer exists. The earliest practicable notice will be given m LESSF. F. using the information in Exhibit E, as applicable. 39. TERMINATION. A. Compelled Terminetlon: If, during the lease term, there is a determination made pursuant ro an unappealable order of a courtly, state, or national govcmmental hznllh agency having proper jurisdiction over LESSEE'S operations that LESSEE'S' use of the Premises posos' a human health hazard which cannot be remedied and Ihet LESSEE, must cease all operations on the Premises, then LESSGB shall immediately tense all operations on the Premises and this Agrremem shall terminate az of the date oFsuch order. In the event the Federal Communications Commission, or any successor agency, makes a determination which is foal and non- appealable or which is affirmed and becomes final alter the exhaustion of all available appeals concluding that LESSEE'S use as seI I-orth in this Agreement presenu n material risk to the public health or safety end that LESSEE must cease ell operations un the Premises, LESSOR may terminate this Agreement upon fourteen (IA) days notice to LESSEE.. B. Tcrminatiun by LESSEE: LESSEE may terminate this Agreement by notice to LESSOR if (i) LESSEfi dues not obtain all permits, consents, easements, non-disturbance agreements or other approvals (collectively "approval") reasonahly desired by LESSEE or required from any govemmenlal authority or any third party related to or reasonably necessary to operate, install, maintain, replace, or remove LESSF:E'e Facilities, or if any such approval is canceled, expires or is withdrawn or terminated widraut any fault o(LESSEE, or (ii) LESSOR fails to have proper ownership of the Premises or the authority to toter into this Agreement, or Stu q: LA77a35A 9 Site Name: Adams Park Deter 04Q7/1010 (iii) LESSOR fails to cure a default pursuant to Section 29. Upon termination, all prepaid rent shall be retained by LESSOR, unless termination is pursuant to (ii) above or (iii) above as the rzsult of LESSOR'S default. C Termination by LESSOR: LESSOR may terminate this Agreement if LESSEE tails to perform any of its obligations pursuam [o this Agreement (including all attached BxhibiulAttachments) after giving written notice to LESSEE and reasonable time m cure as set forth in Section 29. 40. MIS LLANEOUS PROVISIONS. A. Each undersigned represents and warrants thot its signature herein below has dte power, authority and right to bind their respective parties to each of the terms of this Agreement, mtJ each pany shall indemnify the other fully, including reasonable costs and uttomey's (ees, for wry injuries or damages incurred in the event Otat such authority or power is not, in fact, held 6y the signatory or is withdrawn. B. All C-.xhibiu referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. C. LESSOR shall not have unsupervised access to LESSEE'S eyuipment and LESSEE'S Facilities, except in dues of exigrnt circumstances or emergency situations. IN WITNESS WFIGREOF, the panics hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUI7.AR DAVID N. REAM Clerk of the Council Ciry Managzr APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attomey Bv: LAURA SHEEDY AssistOm City Attomey ~ LGSSIIP;: T-MOBILE WEST CORPORATION By: Name: Iis: Date: Sim M: LAJ3875A 10 Sim Name: Adams Part: Dale: 09.27/2010 ~ftCC~A ~f _ EXHIBIT A LECAL DESCRIPTION OF THE PROPERTY APN: 408-4? I -02 All Ihul certain real property located in the County of Orange, Smte of California, being more particularly described as follows: A PORTION OF THE KUFFEL AND FLETCHER TRACT, IN THE CITY OF SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 19, PAGES 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE SOUTH I/2 OF PARCEL OF LAND DESCRIBED AS FOLLOWS; BEGINNING AT A POINT IN THE SOUTH LINE OF SAID KUFFEL AND FLETCHER TRACT, SAID POINT BEING DISTANT NORTH 87° 44' 45" EAST 2455.12 FEET FROM THE INTERSECTION OF THE CENTERLINE OF OLD NEWPORT ROAD AND DELHI ROAD, AS SHOWN ON A MAP FILED IN BOOK 7, PAGE 9 OF RECORDS Of SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, SAID POINT BEING THE MOST SOUTHERLY CORNER OF A CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED RECORDED November 27, 1936, IN BOOK 849, PAGE 477, OF OFFICIAL RECORDS; THENCE NORTH 1° 00' 200" WEST, ALONG THE EAST LINE OF SAID PARCEL OF LAND 1067.44 TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 88° 48' 20" WEST 547.19 FEET TO A POINT; THENCE SOUTH 1° 00' 20" EAST 1077.56 FEET TO A POINT IN THE SOUTH LINE OF SAID KUFFEL AND FLETCHER TRACT; THENCE NORTH 87° 44' 45" EASE 547.31 FEET TO THE POINT OF BEGINNING. LESSOR INITIALS: LESSER INITIALS: Sire A: 1..4]3R)S.A 1 I Sire Name: AJama Yark Uam'. U5R],2010 ~c~ EXHIBIT B LEGAL DESCRIPTION OF THE PREMISES SITE, PLANS/ DESCRIPTTVE RENDERINGS Flowever, it is expressly agreed and understood by and between the LESSOR and LESSEE that the exact and pn:cisc location of the LESSEE'S Fac7lities 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 caning approvals, and any and all other approvals necessary for LF.SSEE's intended use of the property. The Premises as described herein may therefore be modified by the LESSEE to rellect the final engineering design. An amended Exhibit "B" (if necessary) will be provided by the LESSEE, and auached to the lease in place of the existing Exhibit "B", a copy of which will be provided to the LESSOR for review prior to 6cing incorporated inW the Agreentenl. See the attached drawings dated 0383/10, Sheds A-I, A-2, A-3, & A-0, identified with Site Information: Adams Park, LA33835A. In addition to the approximately 203 square feet depicted on the attached drawings for LESSEE'S underground cyuipmenl vault, the Premises also includes space adjacent to the vault for vent stacks, space for LESSEG's communications tower Might standard) for LESSEE'S antennas, plus space 1'or coax and cable runs connect the radio equiplncnt and antennas. For purposes of describing the Premises and LESSEE'S Facilities only, LESSEE will design a 11'-9" x 17'-3" eyuipmcnt vault just nosh of the existing parking lot and a new sports fighting poly to houac their antcm .v. The new light pole will be consweted further south to allow additional roam for the ball fielJ and the old light pnk will be rcntovcJ. LESSEE INITIALS: LESSOR INITIALS: Site A: LA77a7?A 12 Sire Nam<: Adams Pork Dale: b4'27801U EXHIHIT C ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from [he operations and uses performed by or on behalf ofthe 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 sepazately 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 canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is rcyuired to make this endorsement effective.) Effective this endorsement form as a part of Policy # Issued [o Named Insured Countersigned by Authorized Representative Sim 4; LNIA?5n I3 tii~c N:nne'..1Janis YwA ooi~~ iwa7n_mn ~r ~ ~ ~ EXHIBIT D PROPERTY SPECIFIC ACCESS RULF.S/REGULATIONS 1. LESSOR shall have the unilateral right and privilege to undertake all normal items and operations associated with the current use of the Property, including, but not limited to public events and City business, which may include high powered electric lights and food services, arrange for the televising of any public event to be held al the Property, and ability to contract with other interested parties. 2. City business may also include minor landscaping, minor maintenance and minor construction proximately located near the Premises, so long as the City business does not interfere with or impair the operation of LESSEE'S Facilities. 3. LESSEE'S access to [he 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. Sim q: LA73B]SA U Sire Name, Adams Yark Dam; 04l?7/,DID A EXHIBIT E CONTACT fNFOFtMAT10N: LESSOR'S TECHNICAL CONTACTS: Name: Santa .Arta Parks, Rcaealion and Cornmunity Services Agency I . Ron Ono Address: 20 Civic Center Plaza (M-23) Santa Ana, CA 92702 Daytime Phone No.: 714-571-4220 FacsimileNo.: (7ta)57t-4209 24-Hour Contac[ No.: Dispatch Center: N/A LESSEE'S TECHNICAL CONTACTS: Name: I. Robert Norton 2, Luis Gonzales Address: 2008 McCaw Avenue Irvine, CA 926]4 Daytime Phone No.: (7l4) 850-2403 Facsimile No.: (714) 850-6620 24-Hour Contact No.: N.O.C. (888) 662-4662 Dispatch Center: N.O.C. (888) 662-4662 Sic N: LA736)SA I$ Sim ~~'ame: Adams Park tJaIU: W27l20~U ~ e€ ~ 7 EXHISTI' F MEMORANDUM OF LAND LEASE ACREEII7ENT THIS MEMORANDUM OF LAND LEASE AGREEMENT is made and entered into as of 2010, by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the Stare of California ("Lessor") and T-Mobile West Corporation, a Delaware corporation ("Lessen"). W ITNESSETI{: That Lessor hereby leases to Lessee and Lessee hereby leases from Lessor a portion of that certain rc~l property (the "Property") in the State of California, County of Orange, City of Santa Ana commonly known as 2302 S. Raill Street, Santa Ane, CA 92704, a legal description of which is shown in Exhibit A attached hereto and incorporated herein by reference, under the terms and conditions of the unrecorded Land Lease Agreement by and between Lessor and Lessee dated by Lessor _ , 2010, and incorporated herein by reference (the "Agreement") Ibr un initial term of ten (10) years, commencing on the Commencement Dale, as defined in the Agreement, and three (3) subsequent optional extension terms of live years each, pursuant to [he teens of the Agreement 1'he Agreement provides for grant of non-exclusive right of way for rights of access to the Property and to electrical and telephone facilities serving the Property. IN WITNESS WHEREOF, the parties have executed the Memorandum us of the day and year first above written. LESSEE: T-Mobile West Corporation, a Delaware corporation ay: Name: Title: Date: Address: 2008 McCaw Avenue Irvine, CA 92614 Attn: Lutsc Administration Manager, Site q: LA33835A LESSOR: City of Santa Ana H}': Narne: DAVID N. REAM Title: City Manager Dale: Address: 20 Civic Center Plaza Santa Ana, CA 92702 ~ FORM llOCUMENT, PLEASE INITIAL ONLY -NOT POR EXECUTION] LESSEE INITIALS: LESSOR INITIALS: Si¢ Y: LA77875A 16 Side Name: Adams Park o,u~: oain~zoio 7GC_~ Q , j ' a ' AAA 1 f' ti ~ i II~ ~~t1 k € g ~ a' '6t0 H . 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