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T-MOBILE WEST CORPORATION - 2010
A- 2010 -133 INSUA�Np� �� ��EED �u WpRKMAy N_ � p". LAND LEASE AGREEMENT BETWEEN GL�RK �� �. THE CITY OF SANTA ANA AND T- MOBILE WEST CORPORATION nDiE. AUG 9 2010 for ADAMS PARK This Agreement, made this day of , 2010, between the City of Santa Ana, a charter city and municipal corporation organized and existing under a 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 at times collectively referred to hereinafter as the "Parties ". cis 1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property commonly known as Adams Park (the entirety of LESSOR's property is referred to hereinafter as "the Property" and o a legal description of the Property is attached hereto as Exhibit "A "), located at 2302 S. Raitt Street, Santa Ana, CA S 92704, and being described as an eleven foot, nine inch (I F -9 ") by seventeen foot, three inch (17' -3 ") space on the O ground containing two hundred three (203) square feet, for LESSEE's undergrounded equipment cabinets, space for LESSEE's communications tower, and space required for cable runs to connect LESSEE's equipment and antennas, together with the non - exclusive right for ingress and egress from and to the nearest public right -of -way, seven (7) days a week, twenty-four (24) hours a day, subject to any restrictions stated herein, on foot or motor vehicle, including trucks, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or within the building to the demised premises, said demised premises and access and utilities paths (hereinafter collectively referred to as the "Premises ") for access being substantially as described herein in Exhibit "B" attached hereto and made a part hereof. 2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the Premises, and said survey along with detailed site plans shall then become Exhibit `B" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A ". Costs incurred for such work shall be borne by LESSEE. 3. TERM. This Agreement shall be effective as of the date of execution by both parties, provided, however, the initial term shall be for ten (10) years and shall commence on the Commencement Date (defined below). 4. RENT. After the Commencement Date, rental payments will be due in an annual rental amount of twenty -eight thousand eight hundred dollars ($28,800.00) to be paid in equal monthly 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 other person, firm or place as the LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. Rent shall commence on the first day of the month following the issuance of the building permit for LESSEE's Facilities (as defined below), or the first day of the month that is six (6) months after 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 ( "Commencement Date "). If rent is not paid within fifteen (15) days after the due date and provided LESSOR has complied with all applicable notice and cure provisions herein, LESSEE agrees to pay a late charge equal to six percent (6 %) of the then - current monthly rent. Rental amounts attributable to partial months shall be prorated on a daily basis. 5. ANNUAL RENTAL INCREASES. The rent payments shall be subject to an annual rental increase of four percent (4 %) per year, to be increased on each anniversary of the Commencement Date. 6. INITIAL PAYMENT. LESSEE hereby agrees to pay to LESSOR a one -time, non - recurring, non- refundable payment equal to ten thousand dollars ($10,000.00), within thirty (30) days after the Commencement Date. Notwithstanding the above, LESSOR shall refund LESSEE the initial $10,000.00 payment in the event LESSEE is unable, due to the sole fault and unreasonable delay of LESSOR, to obtain all Approvals necessary to construct LESSEE's Facilities, within six (6) months after the full execution of this Agreement. 7. EXTENSIONS. The Lease Agreement may be extended for up to three (3) additional five (5)- year terms (each a "Renewal Term "). Each Renewal Term shall be on the terms and conditions as set forth herein as follows: Site #: LA33835A Site Name: Adams Park Date: 04/27/2010 (i) Six (6) months prior to the expiration of the initial term, if LESSOR, in its reasonable discretion determines that LESSEE's continued tenancy is not in conformity with LESSOR's intended use of the Property, LESSOR shall provide written notice to LESSEE that the Lease will not be extended. (ii) Thereafter, each subsequent renewal shall be subject to the following procedure: If LESSEE determines that it desires to extend the term LESSEE shall provide written notice six (6) months prior to the end of the then - current term. Within sixty (60) days of receipt of LESSEE's notice, LESSOR shall determine whether such extension is in LESSOR's best interest and, if not in LESSOR's interest, LESSOR shall deny such extension request. If LESSOR does not respond within sixty (60) days, the lease is deemed renewed for an additional Renewal Term. If neither party provides notice as set forth above, the lease shall continue on a month-to -month basis. 8. GOVERNMENTAL APPROVALS. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining all of the certificates, permits and other approvals (collectively the "Governmental Approvals ") that may be required by any Federal, State or local authorities as well as satisfactory soil boring tests which will permit LESSEE's use of the Premises as set forth herein. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action, which would adversely affect the status of the Property with respect to the proposed use by LESSEE. Prior to the Commencement Date, LESSEE shall have the right (but not the obligation) to enter the Premises for the purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests ") to determine the suitability of the Premises for LESSEE's Facilities ( deemed below) and for the purpose of preparing for the construction of LESSEE's Facilities. In the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by the governmental authority or soil boring tests are found to be unsatisfactory so that LESSEE will be unable to use the Premises for its intended purposes or LESSEE determines that the Premises is no longer technically compatible for its intended use, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE. All rentals paid to said termination date shall be retained by the LESSOR. Upon such termination, this Agreement shall become null and void and all the Parties shall have no further obligations including the payment of money, to each other. 9. APPROVAL OF PLANS. Prior to commencing construction of LESSEE's Facilities (defined below), LESSEE shall obtain LESSOR's approval of LESSEE's work plans, which approval shall not be unreasonably withheld, conditioned, or delayed; such approval shall be issued by the City Manager or his/her designee. LESSOR shall give such approval or provide LESSEE with its requests for changes, which changes must comply with all applicable building codes, in writing within fifteen (15) working days of LESSOR's receipt of LESSEE's work plans. If LESSEE does not receive such approval or request for changes in writing within such fifteen (15) working day period, LESSOR shall be deemed to have approved the plans. LESSOR shall not be entitled to receive any additional consideration in exchange for giving its approval of LESSEE's plans. 10. USE /MAINTENANCE. LESSEE may use the Premises for any lawful activity in connection with the provisions of mobile /wireless communications services, including without limitation, the transmission and the reception of radio communication signals on various frequencies and the construction, maintenance, and operation of related communications facilities. Accordingly, LESSEE shall have the right to construct, maintain, install, repair, and operate on the Premises radio communications facilities, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements ( "LESSEE's Facilities "). All improvements shall be at LESSEE's sole expense and the installation of all improvements shall be at the discretion and option of LESSEE, with LESSOR approval, which approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall be obtained from LESSOR prior to commencement of any construction, alterations, modifications or improvements pursuant to Section 9 above, and LESSEE agrees to submit architectural and engineering drawings ( "Plans ") of the equipment to be installed. LESSEE agrees that the installation and maintenance of LESSEE's Facilities shall be effected with all reasonable diligence and precaution to avoid damage to the land, property or personnel. Notwithstanding the foregoing, once the initial improvements are installed, LESSEE may replace, substitute, upgrade and expand its equipment, cables and antennas which comprise LESSEE's Facilities for the purpose of repairing or upgrading the communications capabilities of LESSEE's Facilities, with notice to LESSOR, Site #: LA33835A 2 Site Name: Adams Park Date: 04/27/2010 so long as the equipment, cables or antennas remain within the original physical parameters of the Premises. LESSEE shall not make any substantive physical and/or aesthetic changes to the Premises without the prior approval of LESSOR which shall not be unreasonably withheld, conditioned or delayed. Any such changes are subject to the provisions of Section 13 contained herein below. LESSEE shall be responsible for the cost of any and all damage to the Property including but not limited to concrete and/or asphalt, buildings and/or appurtenances caused by LESSEE. LESSOR at its discretion may require LESSEE to repair and or replace said damages or contract for said services and bill LESSEE. The cost of said repairs can be subtracted from any deposits retained by LESSOR. LESSEE shall have the right to install any warning signs on or about the Premises required by federal, state or local law. LESSEE's Facilities shall be constructed and maintained in a manner and with materials that are consistent with the approved plans for the project. The materials actually used must match up with the proposed materials and artistic renderings. LESSOR shall provide LESSEE, LESSEE's employees, agents, contractors, subcontractors and assigns with access to the Premises twenty-four (24) hours a day, seven (7) days a week, at no charge to LESSEE. LESSOR represents and warrants that it has full rights of ingress to and egress from the Premises, and hereby grants such rights to LESSEE to the extent required to construct, maintain, install and operate LESSEE's Facilities on the Premises, and to remove them therefrom. LESSOR shall, at its sole expense, maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow reasonable access to the Premises by LESSOR. Except in cases of emergency, LESSEE agrees to provide twenty-four (24) hours notice to LESSOR before any installation, maintenance, replacement or repair is to take place on the Premises. In the event that maintenance is required, such as the repainting of LESSEE's Facilities, such maintenance must be completed by LESSEE within thirty (30) days. 11. INDEMNIFICATION. A. LESSEE's Indemnity. LESSEE shall indemnify, defend and hold LESSOR, its officers, employees, successors and assigns harmless from and against any and all loss, cost, claim, liability ( "Claims ") occurring on the Premises and arising out of or connected with the negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors except for Claims arising out of (i) the negligence or willful misconduct of LESSOR, its officers, agents, employees, successors, assigns, or contractors; (ii) violation of law by LESSOR, its officers, agents, employees, or contractors; (iii) the breach of any duty or obligation by LESSOR under this Agreement; or (iv) any condition relating to the Premises which LESSEE has no obligation to repair or maintain. B. LESSOR's Indemnity. LESSOR shall indemnify, defend and hold LESSEE, its officers, employees, successors and assigns harmless from and against any and all loss, cost, claim, liability ( "Claims ") occurring on the Premises and arising out of or connected with the negligence or willful misconduct of LESSOR, its officers, agents, employees, or contractors, including, but not limited to City Business as defined in Section 17 below, except for Claims arising out of (i) the negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors; (ii) violation of law by LESSEE, its officers, agents, employees, or contractors; (iii) the breach of any duty or obligation by LESSEE under this Agreement; or (iv) any condition relating to the Premises which LESSOR has no obligation to repair or maintain. 12. INSURANCE. A. In accordance with the provisions of Section 3300 of the Labor Code, if LESSEE has any employees it is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing performance of this Agreement, LESSEE agrees to obtain and maintain employer's liability insurance with limits not less than $1,000,000 per accident. If LESSEE has no employees, nor workers' compensation coverage, it must execute a Declaration available from LESSOR, and update as is necessary. B. LESSEE shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall: (1) name LESSOR, its officers, agents, representatives, employees and volunteers as additional insureds (see sample Exhibit C); (2) be primary with respect to insurance or self - insurance programs maintained by LESSOR, except claims resulting 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 made or suit instituted arising out of LESSEE's operations hereunder. Site #: LA33835A Site Name: Adams Park Date: 04/27/2010 LESSEE shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to LESSOR which shall clearly evidence all coverages required above; (b) provide that such insurance shall not have its required limits reduced or terminated except on thirty (30) days prior written notice to LESSOR; (c) maintain such insurance for the period covered by this Agreement; and (d) replace such certificates for policies expiring prior to the expiration of this Agreement. 13. INTERFERENCE. LESSEE's Facilities shall not disturb the communications configurations, equipment, and frequency, which exist on the Property on the date this Agreement is fully executed ( "Pre- Existing Communications "), or public safety communication operations, as may be upgraded periodically, and LESSEE's Facilities shall comply with all non - interference rules of the Federal Communications Commission ( "FCC "). LESSOR shall not use, or permit the use of, any portion of the Property in any way, which interferes with LESSEE's use of the Premises or encroaches upon the Premises. In addition to any other rights LESSEE may have hereunder, LESSEE shall have the right to bring legal action to enjoin such interference against the party causing any alleged interference and/or immediately terminate this Agreement. Notwithstanding the foregoing, Pre - Existing Communications operating in the same manner as on the date this Agreement is fully executed shall not be deemed interference. LESSOR shall require any future tenants, assignees, licensees, or occupants using any portion of the Property for the operation of mobile /wireless or radio communications facilities to comply with the provisions of this Section and shall obtain LESSEE's written consent prior to allowing such use of the Property, which such consent shall not be unreasonably withheld, conditioned, or delayed, provided that LESSEE's consent may be withheld if interference with LESSEE's transmissions, receptions, operations, or use of frequency will result due to such use, whether or not such interference is with LESSEE's frequencies or otherwise. The City Manager shall determine whether consent is unreasonably withheld and may require LESSEE to consent subject to the above conditions. In the event of any interference with LESSOR's public safety communications operations, LESSEE shall have twenty-four (24) hours after receipt of notice to cure the interference, and if LESSEE fails to do so, LESSOR has the right to require that LESSEE cease operating LESSEE's Facilities (except for intermittent testing to determine the source of the interference) until LESSEE is able to recommence operations without causing such interference. If LESSEE's Facilities interfere with LESSOR's public safety communications operations during an emergency, LESSOR may require that LESSEE immediately cease operating LESSEE's Facilities and if LESSEE fails to do so, LESSOR has the right to shutdown the electricity supply to LESSEE's Facilities. LESSEE shall reimburse LESSOR for any actual, reasonable costs that LESSOR incurs to cure any interference with LESSOR's public safety communications operations caused by LESSEE's Facilities. 14. REMOVAL UPON TERMINATION. LESSEE, upon expiration or earlier termination of the Agreement, shall, within ninety (90) days, remove all of LESSEE's fixtures and all personal property and otherwise restore the Premises substantially to its original condition, at LESSEE's sole expense, reasonable wear and tear, and casualty excepted. Underground conduits, foundations and equipment/storage buildings may remain at LESSOR's option. LESSOR agrees and acknowledges that all of the equipment, fixtures and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. If such time for removal causes LESSEE to remain on the Premises past the aforementioned ninety (90) day period after the expiration or earlier termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro -rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. Antenna support structure and all utilities cabling and wiring shall remain at LESSOR's option in its as -is condition. 15. RECORDING AND QUITCLAIM DEED. If requested by LESSEE, LESSOR agrees promptly to execute and deliver to LESSEE a recordable Memorandum of this Land Lease Agreement in the form of Exhibit "F ". LESSEE agrees to execute and record a quitclaim deed or other instrument evidencing the termination of LESSEE's interest in the Property upon the expiration or termination of this Agreement. 16. RIGHTS UPON SALE. Should the LESSOR, at any time during the term of this Agreement, decide to sell all or any part of the Property to a purchaser other than LESSEE, such sale shall be under and subject to this Agreement and LESSEE's rights hereunder, and any sale by the LESSOR of the portion of this Property underlying the right -of -way herein granted shall be under and subject to the right of LESSEE in and to such right -of -way. LESSOR shall obtain for the benefit of LESSEE a reasonable non - disturbance agreement from the present and any future mortgagee(s) or holder(s) of a deed of trust confirming that LESSEE's right to quiet Site #: LA33835A 4 Site Name: Adams Park Date: 04/27/2010 possession of the Premises during this Agreement shall not be disturbed, so long as LESSEE is not in default under this Agreement. 17. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and performing the covenants shall peaceably and quietly have, hold and enjoy the Premises, provided however, that LESSOR shall have the right and privilege to conduct City Business on the Property, as necessary. "City Business" shall include, but not be limited to the following: minor maintenance, minor landscaping, minor construction, concessionaires, and City sponsored events, located near the Premises, so long as the City Business does not interfere with or impair the operation of LESSEE's Facilities. 18. TITLE. LESSOR covenants that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement. LESSOR further covenants that there are no other liens, judgments or impediments of title on the Property or affecting LESSOR's title to the same and that there are no covenants, easements or restrictions which prevent the use of the Premises by LESSEE as set forth above. 19. NO LIENS. LESSEE will not permit any mechanics' or materialmen's liens on the Property for any labor or material furnished to LESSEE in connection with work performed. LESSEE shall have the right to contest the validity, nature, or amount of any such lien but, upon the final determination of such questions, shall immediately pay any adverse judgment rendered with all proper costs and charges and have the lien released at its own expense. If LESSEE desires to contest any such lien, then prior to commencing such contest, it will post a bond, where necessary, to release the lien. 20. MISCELLANEOUS LESSEE RESPONSIBILITIES. A. Maximum Permissible Exposure — LESSEE shall comply with all present and future laws, orders and regulations relating to Maximum Permissible Exposure ( "MPE ") and other related health issues directly applicable to its operation of LESSEE's Facilities, as well as the American National Standards Institute (ANSI) standards. Without limiting the provisions of LESSEE's indemnity contained herein, LESSEE, on behalf of itself and its successors and assigns, shall indemnify LESSOR from and against all claims of personal injuries due to violation of MPE to the extent such personal injuries are actually caused by LESSEE's Facilities on the Premises. B. LESSEE shall maintain LESSEE's Facilities and shall make all repairs to the Premises necessitated to keep the Premises safe. LESSOR may require LESSEE to make repairs to and/or replace damaged equipment of LESSEE's Facilities and/or any parts thereto regardless of fault (including but not limited to damage caused by vandalism or acts of god not later than one (1) week after said damage is reported to LESSEE, except for damage caused by LESSOR. This time period may be extended with written authorization from the City Manager. In the event such authorization is not given and repairs are not made in one week, LESSOR may cause such repairs to be made including making said repairs and/or hiring a consultant to make said repairs. LESSOR may charge LESSEE for the cost of said services. Damage caused by graffiti shall be removed within forty -eight (48) hours notification to LESSEE by LESSOR. If said graffiti is not removed within the 48 -hour period, City may remove said graffiti and bill LESSEE for the cost of services. C. LESSEE shall pay all personal property taxes assessed directly against its equipment and all increases in LESSOR's real property taxes or assessments directly attributable to installation of LESSEE's equipment or LESSEE's use of the Premises, within sixty (60) days after receipt of satisfactory documentation indicating calculation of LESSEE's share of such real estate taxes and proof of payment provided that such amounts are in fact due within the said sixty (60) -day period. LESSEE has the right to challenge any unreasonable tax assessment. D. LESSOR grants LESSEE the right to obtain utilities for the operation of LESSEE's Facilities. LESSEE shall be responsible directly to the serving entities for any and all utilities required by LESSEE for its use of the Premises. LESSOR shall cooperate with LESSEE in its efforts to obtain utilities from any location provided by LESSOR or the servicing utility, including signing any easement or other instrument reasonably required by the utility company. E. LESSEE shall have the right to replace or repair its equipment or any portion thereof during the term of this Agreement. LESSEE will maintain the Premises in a good condition, reasonable wear and tear excepted. Site #: LA33835A Site Name: Adams Park Date: 04/27/2010 21. LESSOR USE OF SITE. LESSEE shall make available to the police, fire and emergency services of the City of Santa Ana space on its communications tower at no cost to LESSEE or said entities, subject to structural analysis. In addition, if the communications tower is a ball 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 installations will be permitted only at such locations that will not cause interference with LESSEE or LESSOR and the City's operations. The City entities will be afforded 24 -hour access to its equipment at the Property. In addition, the City will be provided "power backup" by LESSEE, if available at the Premises. 22. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between the LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either the LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, either in law or in equity. 23. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of California, with venue in Orange County. 24. ATTORNEYS' FEES. The substantially prevailing party in any legal action or lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any. 25. ASSIGNMENT AND CO- LOCATION. A. LESSEE will not assign or transfer this Agreement without the prior written consent of LESSOR, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that LESSEE shall have the right to assign its rights under this Agreement, to any of LESSEE's (i) partners, parents, subsidiaries, affiliates, or successor legal entities, (ii) in connection with the sale, exchange, or other transfer of LESSEE's FCC authorization for the geographic area in which the Premises are located or of majority of LESSEE's network assets in the geographic area where the Premises are located, or (iii) in connection with any financing, loan, security interest, pledge, or mortgage of LESSEE's property. B. LESSEE acknowledges and agrees that the City policy is to provide for co- location on communication tower facilities and will reasonably facilitate any co- location subject to the conditions outlined in Paragraph 13 (INTERFERENCE). LESSEE further agrees that LESSOR shall retain ownership of any further lease rights with respect to space for additional communication facilities on the Property, other than the Premises which is already leased to Lessee. Further, regarding co- location/subleasing space on LESSEE's tower, LESSEE shall enter into a Tower Lease Agreement, or sublease, subject to all permits and approvals from all governmental agencies having jurisdiction thereover, with a future tower co- location user, subject to LESSOR receiving a portion of the tower rent that is mutually agreed upon by both LESSOR and LESSEE. LESSEE shall provide for LESSOR's consent on any Tower Lease Agreement, or sublease and affidavits stating the sublease rent. The Party's intent in allowing LESSEE to collect rent is to provide a means by which LESSEE can recoup its cost of construction and maintenance of said tower facilities on a pro -rata basis with subsequent users. The Parties intend that LESSOR, and not LESSEE, should benefit financially, from any future tower co- location agreement. Any future carrier or co- locator shall enter into a separate ground lease agreement with the City. 26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): Site #: LA33835A Site Name: Adams Park Date: 04/27/2010 LESSOR: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 Courtesy City of Santa Ana — Office of the City Attorney Copies to 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 LESSEE: T- Mobile USA, Inc. 12920 SE 38h Street Bellevue, WA 98006 Attn: PCS Lease Administrator, Site #: LA33835A With a copy to: Attn: Legal Dept. Copy to: T- Mobile West Corporation 2008 McGaw Avenue Irvine, CA 92614 Attn: Lease Administration Manager, Site #: LA33835A Notice shall be effective upon mailing or delivering the same to a commercial courier, as permitted above. 27. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representatives, successors, administrators and assigns of the Parties hereto. 28. RELOCATION RIGHT. A. Anytime within the initial term, LESSOR shall have the right to cause LESSEE to relocate LESSEE's Facilities to alternate space on the Property; provided however, that such relocation shall (1) be at LESSOR's cost and expense which shall be limited to reasonable expenses of moving and re- installing the tower structure and accompanying equipment, including the cost of City permits and fees which LESSOR may legally pay, (2) be performed by LESSEE or its agents, (3) not result in any interruption of the communications service provided by LESSEE on the Property, (4) not impair, or in any manner alter, the quality of communications service provided by LESSEE on and from the Property, and (5) be done in accordance with subsections B and C below. Upon relocation of LESSEE's Facilities, the access and utility rights of way will be relocated as required, in the sole discretion of LESSOR, to operate and maintain LESSEE's Facilities. B. LESSOR shall exercise its relocation right under subsection A above by (and only by) delivering written notice (the "Notice ") to LESSEE. In the Notice, LESSOR shall propose an alternate site within or on the Property to which LESSEE may relocate LESSEE's Facilities. LESSEE shall have sixty (60) days from the date it receives the Notice to evaluate LESSOR's proposed relocation site, during which period LESSEE shall have the right to conduct tests to determine the technological feasibility of the proposed relocation site. If LESSEE fails to disapprove of such proposed relocation site in writing within the sixty-day period, LESSEE shall be deemed to have approved such proposed relocation site. If LESSEE disapproves such relocation site, then LESSOR may thereafter propose another relocation site by Notice to LESSEE in the manner set forth above. Any relocation site which LESSOR and LESSEE agree upon in writing shall be referred to as the "Relocation Site." LESSEE shall have up to twelve (12) months after execution of a written agreement between the parties concerning the location and dimensions of the Relocation Site to relocate LESSEE's Facilities to the Relocation Site. Upon relocation of LESSEE's Facilities to the Relocation Site, all references to the Premises herein shall be deemed to be references to the Relocation Site. LESSOR and LESSEE agree that the Relocation Site (including the access and utility right of way) may be surveyed by a licensed surveyor at the sole cost of LESSEE, and such survey will then replace Exhibit `B" and become a part hereof and will control or describe the Premises. Except as expressly provided, LESSOR and LESSEE hereby agree that in no event will the relocation of LESSEE's Facilities, or any part thereof, under subsection A above, affect, alter, modify or otherwise change any of the terms and conditions of this Agreement. Site #: LA33835A 7 Site Name: Adams Park Date: 04 /27/2010 C. Should the parties fail to agree on a suitable Relocation Site, LESSOR may pay LESSEE the depreciated value for LESSEE's Facilities and equipment, based on a ten -year lease period. 29. DEFAULT. In the event there is a default by either party with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, the non - defaulting party shall give the defaulting party written notice of such default. After receipt of such written notice, the defaulting party shall have fifteen (15) days in which to cure any monetary default and thirty (30) days in which to cure any non - monetary default, provided the defaulting party shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the defaulting party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. The non - defaulting party may not maintain any action or affect any remedies for default against the defaulting party unless and until the defaulting party has failed to cure the same within the time periods provided in this Section. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suit. 30. ENVIRONMENTAL. A. LESSEE shall not bring any Hazardous Materials onto the Premises/Property, except for those contained in its back -up power batteries and common materials used in telecommunications operations. "Hazardous Materials" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation, including petroleum and asbestos. LESSEE will treat and dispose of any Hazardous Materials brought onto the Premises/Property by it in accordance with all federal, state and local laws and regulations. B. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Property, unless such conditions or concerns are caused by the activities of LESSEE. C. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (including but not limited to payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: (i) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by LESSEE; and (ii) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE. 31. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within sixty (60) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than sixty (60) days, then LESSEE may at any time following such fire or other casualty, provided LESSOR has not commenced the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Agreement upon twenty (20) days written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. If LESSEE decides not to terminate this Agreement, Rent shall be abated proportionally to the reduction of use. 32. CONDEMNATION. In the event of any condemnation of the Premises, LESSEE may terminate this Agreement upon fifteen (15) days written notice to LESSOR. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses, and any other amount recoverable by LESSEE under condemnation law (but not Site #: LA33835A Site Name: Adams Park Date: 04/27/2010 for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. 33. SUBMISSION OF LEASE. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. 34. APPLICABLE LAWS. LESSEE shall use the Premises for the use described herein in accordance with applicable laws, rules and regulations. LESSOR agrees to keep the Property in conformance with all applicable, laws, rules and regulations and agrees to reasonably cooperate with LESSEE regarding any compliance required by LESSEE in respect to its use of the Premises. 35. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement, which require performance subsequent to the termination, or expiration of this Agreement shall also survive such termination or expiration. 36. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 37. PROPERTY SPECIFIC ACCESS RULES/REGULATIONS. To the extent that such rules are not inconsistent with or do not interfere with LESSEE's rights herein, LESSEE agrees to abide by all rules and regulations of the Property and Premises imposed by LESSOR as set forth in Exhibit D, attached hereto, as the same may be changed from time to time upon reasonable notice to LESSEE. These rules and regulations are specific to the Facilities site and are imposed to insure the proper maintenance, good order and reasonable use of the Premises and Property and as may be necessary for the enjoyment of the Premises and Property by both parties hereto. 38. POWERING DOWN DURING MAINTENANCE / REPAIR. LESSEE agrees that during all maintenance on the Communications Facility by the LESSOR or other lessees or users of the Facility, while following the procedures and guidelines set forth by the Occupational Safety and Health Administration (OSHA) and the FCC implementing the National Environmental Policy Act of 1969, when continuing transmission is deemed unsafe for maintenance personnel (based upon standards promulgated by a governmental authority having jurisdiction over LESSEE) due to radiation, the effected transmitters of LESSEE will be turned off until the unsafe condition no longer exists. The earliest practicable notice will be given to LESSEE using the information in Exhibit E, as applicable. 39. TERMINATION. A. Compelled Termination: If, during the lease term, there is a determination made pursuant to an unappealable order of a county, state, or national governmental health agency having proper jurisdiction over LESSEE's operations that LESSEE's use of the Premises poses a human health hazard which cannot be remedied and that LESSEE must cease all operations on the Premises, then LESSEE shall immediately cease all operations on the Premises and this Agreement shall terminate as of the date of such order. In the event the Federal Communications Commission, or any successor agency, makes a determination which is final and non - appealable or which is affirmed and becomes final after the exhaustion of all available appeals concluding that LESSEE's use as set forth in this Agreement presents a material risk to the public health or safety and that LESSEE must cease all operations on the Premises, LESSOR may terminate this Agreement upon fourteen (14) days notice to LESSEE. B. Termination by LESSEE: LESSEE may terminate this Agreement by notice to LESSOR if (i) LESSEE does not obtain all permits, consents, easements, non - disturbance agreements or other approvals (collectively "approval") reasonably desired by LESSEE or required from any governmental authority or any third party related to or reasonably necessary to operate, install, maintain, replace, or remove LESSEE's Facilities, or if any such approval is canceled, expires or is withdrawn or terminated without any fault of LESSEE, or (ii) LESSOR fails to have proper ownership of the Premises or the authority to enter into this Agreement, or Site #: LA33835A 9 Site Name: Adams Park Date: 04/27/2010 (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 result of LESSOR's default. C. Termination by LESSOR: LESSOR may terminate this Agreement if LESSEE fails to perform any of its obligations pursuant to this Agreement (including all attached Exhibits /Attachments) after giving written notice to LESSEE and reasonable time to cure as set forth in Section 29. 40. MISCELLANEOUS PROVISIONS. A. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and each party shall indemnify the other fully, including reasonable costs and attorney's fees, for any injuries or damages incurred in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. B. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. C. LESSOR shall not have unsupervised access to LESSEE's equipment and LESSEE's Facilities, except in cases of exigent circumstances or emergency situations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID N. REAM Clerk of the Council City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney LAURA SHEEDY Assistant City Attorney LESSEE: T -MOBI EST CO TION By: Name: Its: Christopher Eld Date: Okoctor of R09WM Dw. Z- " ( c, Site #: LA33835A 10 Site Name: Adams Park Date: 04 /27/2010 �q to form Tsnia B. Dao orporate Counsel EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 408 - 421 -02 All that certain real property located in the County of Orange, State of California, being more particularly described as follows: A PORTION OF THE KUFFEL AND FLETCHER TRACT, 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 1/2 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 870 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 880 48' 20" WEST 547.19 FEET TO A POINT; THENCE SOUTH 10 00' 20" EAST 1077.56 FEET TO A POINT IN THE SOUTH LINE OF SAID KUFFEL AND FLETCHER TRACT; THENCE NORTH 870 44' 45" EAST 547.31 FEET TO THE POINT OF BEGINNING. LESSOR INITIALS: 4 'L LESSEE INITIALS: C—'` 5 - Site #: LA33835A 11 Site Name: Adams Park Date: 04 /27/2010 EXHIBIT B LEGAL DESCRIPTION OF THE PREMISES SITE PLANS/ DESCRIPTIVE RENDERINGS However, it is expressly agreed and understood by and between the LESSOR and LESSEE that the exact and precise location of the LESSEE's Facilities are subject to review and approval by the planning and/or zoning Boards having jurisdiction over the "Premises ". Therefore, it is expressly agreed and understood by and between LESSOR and LESSEE that the precise location of the Premises as shown on Exhibit `B" may be modified by the LESSEE in order to comply with and obtain necessary planning and/or zoning approvals, and any and all other approvals necessary for LESSEE's intended use of the property. The Premises as described herein may therefore be modified by the LESSEE to reflect the final engineering design. An amended Exhibit `B" (if necessary) will be provided by the LESSEE and attached to the lease in place of the existing Exhibit `B ", a copy of which will be provided to the LESSOR for review prior to being incorporated into the Agreement. See the attached drawings dated 03/23/10, Sheets A -1, A -2, A -3, & A4, identified with Site Information: Adams Park, LA33835A. In addition to the approximately 203 square feet depicted on the attached drawings for LESSEE's underground equipment vault, the Premises also includes space adjacent to the vault for vent stacks, space for LESSEE's communications tower (light standard) for LESSEE's antennas, plus space for coax and cable runs to connect the radio equipment and antennas. For purposes of describing the Premises and LESSEE's Facilities only, LESSEE will design a 11' -9" x 17' -3" equipment vault just north of the existing parking lot and a new sports lighting pole to house their antennas. The new light pole will be constructed further south to allow additional room for the ball field and the old light pole will be removed. LESSEE INITIALS: J LESSOR INITIALS: /' ) Site #: LA33835A 12 Site Name: Adams Park Date: 04 /27/2010 .� E1 idoo x r� V 11- 8 Q E N N Q Z ou N Tom cos o IL it Z , VN� 3 W N _i its Oo w 1 I 8 g 8 Hill 111so - s Se ial 1.11111111 �- Ian ti S III I I I I I Es, 8 gi 8 I E 8 18 18 18 18 I 1S H31N30 U cc O' UN i w CO I wl zI 3� I d I 0 E� W o L � r > jig 8 �o N J JI O N go, HOW � T �� tl a � U w �E Ed E G N� L 1 IP m o /i J U 0 ° 1 0Up ` Z W Z w log r / / 1p E Y W IL w6 s m a gal � Q g I I I SIB 9 •• FY F y Z E z r Jo I f �� � � a� �_ i_J I i ,i � �8p gF 'y yNY ��di��8�2 C,qs �t E d LU F N O W OTC Z W J E C D O V IL F3f Ull r y a N W Q a SIB 9 •• FY F y Z E z r Jo I f �� � � a� �_ i_J I i ,i � �8p gF 'y yNY ��di��8�2 C,qs �t E d LU F N O W OTC Z W J E C D O V ■ r E d O O Y Oi •� - N> Vi V a ag C r _ _ F° o =g ch �# Z 1 vi < LU • =� 8 s s�� s s � N R 8 wig, jigr 1gr C � FOR ili M 4 : 111 l ,. > 3i01F1 QiGiOW !0 d0l .o-AY >a1.1,1,., ]1011 -L Q�/g1G !D )10Ii11D� .FLC MIIUYX 31011 -. !0 .OL k.m R ti MIUIIII 31011 -L QiOmlld !0 i31[i11U� .Y -.M ��� � � � Mg11N I® 3�01F1 01)111 !0 111m J-p a 12 3qf aqn 00 c Y6 - g 10 Job F l ' � Z � MMW M00 3OFL 01a11d i 3100 ip /� lYl1li11I/ i11Y011 -1 QliDt101d JO 31rYL113� .FM � � ,rT[ i�1I[LIII/ ]1.OIF1 01QOId !0 dOl A-.LO Q nwu111v 31011 -L Qi0d01tl !0 �fYO1NL .� -ia W Ir`Y Mbl,« 31011 -. m.AgY. tl al .0-.a Ll,%l J W awarwlc 1111 aznl amaow n aw .a-.aa ' F O W Ed�� _ a V a E_ n a w III a� _ _ a a E5 8 ■ � �� � Z < R �� � Cn HIS■ 7 i � N 4 b ■g, q Jill, tw.aun, n.o� -. mnaw. �o aw .o-.xs d 7son-i �. ■g yy4�tFp� iQ 6p[e C wuuw iao smri aYUUU a Baum rp Flo, i i i i L IH � E xec m .o-ss o-� € kit C w«�w man -. maonw ao au .o-.m ���j�Y5 yg iF.ge .�� nR� ��� E won -. mvwa .o aroo�wo rsa awwnn TOI -1 mtoeou tl ql A-.ro mIlON1t LkXI O^i. IIII m6pd1W p �pL .0_.OY a ° J W �� J W cc C W 2 3 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City 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 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 canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative Site #: LA33835A 13 Site Name: Adams Park Date: 04 /27/2010 EXHIBIT D PROPERTY SPECIFIC ACCESS RULES/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 at the Property, and ability to contract with other interested parties. 2. City business may also include minor landscaping, minor maintenance and minor construction proximately located near the Premises, so long as the City business does not interfere with or impair the operation of LESSEE's Facilities. 3. LESSEE's access to the Premises shall be limited when the Premises is being used for a public event, and the four (4) hours before and after any such event. LESSEE will obey any procedures set by LESSOR regarding notification before visiting the Premises, checking in on -site, parking, gates, etc. Site #: LA33835A 14 Site Name: Adams Park Date: 04/27/2010 EXHIBIT E CONTACT INFORMATION: LESSOR'S TECHNICAL CONTACTS: Name: Santa Ana Parks, Recreation and Community Services Agency 1. Ron Ono Address: 20 Civic Center Plaza (M -23) Santa Ana, CA 92702 Daytime Phone No.: 714 -571 -4220 Facsimile No.: (714) 571 -4209 24 -Hour Contact No.: Dispatch Center: N/A LESSEE'S TECHNICAL CONTACTS: Name: Address: Daytime Phone No.: Facsimile No.: 24 -Hour Contact No.: Dispatch Center: Site #: LA33835A Site Name: Adams Park Date: 04/27/2010 1. Robert Norton 2. Luis Gonzales 2008 McGaw Avenue Irvine, CA 92614 (714) 850 -2403 (714) 850 -6620 N.O.C. (888) 662 -4662 N.O.C. (888) 662 -4662 15 EXHIBIT F MEMORANDUM OF LAND LEASE AGREEMENT 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 State of California ( "Lessor ") and T- Mobile West Corporation, a Delaware corporation ( "Lessee "). WITNESSETH: That Lessor hereby leases to Lessee and Lessee hereby leases from Lessor a portion of that certain real property (the "Property ") in the State of California, County of Orange, City of Santa Ana commonly known as 2302 S. Raitt Street, Santa Ana, CA 92704, a legal description of which is shown in Exhibit A attached hereto and incorporated herein by reference, under the terms and conditions of the unrecorded Land Lease Agreement by and between Lessor and Lessee dated by Lessor , 2010, and incorporated herein by reference (the "Agreement') for an initial term of ten (10) years, commencing on the Commencement Date, as defined in the Agreement, and three (3) subsequent optional extension terms of five (5) years each, pursuant to the terms of the Agreement. The Agreement provides for grant of non - exclusive right of way for rights of access to the Property and to electrical and telephone facilities serving the Property. IN WITNESS WHEREOF, the parties have executed the Memorandum as of the day and year first above written. LESSEE: T- Mobile West Corporation, a Delaware corporation By: _ Name: Title: Date: _ Address: LESSOR: 2008 McGaw Avenue Irvine, CA 92614 Attn: Lease Administration Manager, Site #: LA33835A City of Santa Ana By: Name: DAVID N. REAM Title: City Manager Date: _ Address 20 Civic Center Plaza Santa Ana, CA 92702 [FORM DOCUMENT, PLEASE INITIAL ONLY - NOT FOR EXECUTION] LESSEE INITIALS: ' � Site #: LA33835A Site Name: Adams Park Date: 04 /27/2010 LESSOR INITIALS:' 16 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: T- Mobile West Corporation 2008 McGaw Avenue Irvine, CA 92614 Attn: Property Management Site #: LA33835A IECOFY MEMORANDUM OF LAND LEASE AGREEMENT 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 State of California ( "Lessor ") and T- Mobile West Corporation, a Delaware corporation ( "Lessee "). WITNESSETH: That Lessor hereby leases to Lessee and Lessee hereby leases from Lessor a portion of that certain real property (the "Property ") in the State of California, County of Orange, City of Santa Ana commonly known as 2302 S. Raitt Street, Santa Ana, CA 92704, a legal description of which is shown in Exhibit A attached hereto and incorporated herein by reference, under the terms and conditions of the unrecorded Land Lease Agreement by and between Lessor and Lessee dated by Lessor 2010, and incorporated herein by reference (the "Agreement ") for an initial term of ten (10) years, commencing on the Commencement Date, as defined in the Agreement, and three (3) subsequent optional extension terms of five (5) years each, pursuant to the terms of the Agreement. The Agreement provides for grant of non - exclusive right of way for rights of access to the Property and to electrical and telephone facilities serving the Property. [SIGNATURE PAGE FOLLOWS] Site #1: LA33835A Site Name: Adams Park Date: 04/27/2010 IN WITNESS WHEREOF, the parties have executed the Memorandum as of the day and year first above written. LESSEE: T- Mobile West Corporation, a Delaware corporation By. Name: i Title: Christopher ildrid9d Date: of Regional Dev. Address: 3 MacArthur Place, Suite 1100 Santa Ana, CA 92707 Attn: Lease Administration Manager, Site #: LESSOR: City of Santa AnjA .1 7r" By; z %r r- '' �i1- -c Name: DAVID N. REAM Title: City Manager Date: _ Address: 20 Civic Center Plaza Santa Ana, CA 92702 Site #: LA33835A Site Name: Adams Park Date: 04/27/2010 LA33835A AW Tonia d. Dso Corporate Counsel Exhibit A Legal Description of the Premises APN: 408 - 421 -02 A portion of that certain real property located in the County of Orange, State of California, being more particularly described as follows: A PORTION OF THE KUFFEL AND FLETCHER TRACT, 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 1/2 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 870 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 880 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" EAST 547.31 FEET TO THE POINT OF BEGINNING. if L� Site #: LA33835A Site Name: Adams Park Date: 04 /27/2010 State of California County of On before me, the basis of satisfactory evidence to be the person(s) whose names) is /are acknowledged to me that he /she /they executed the same in his/her /their his /her /their signature(s) on the instrument the person(s), or the entity upc executed the instrument. / I certify under PENALTY OF PERJURY under the laws of the true and correct. WITNESS my hand and official seal. Signature: State of California County of On 7 Iota Pu 1 personally appeared who proved to me on )sc ed to the within instrument and orized capacity(ies), and that by behalf of which the person(s) acted, 'of California that the foregoing paragraph is before me, Notary Public, personally appeared who proved to me on be the person(s) whose name(s) is /are subscribed to the within instrument and /they executed the same in his/her /their authorized capacity(ies), and that by instrument the person(s), or the entity upon behalf of which the person(s) acted, the basis of satisfactory evidence acknowledged to me that he /s his/her /their signature(s) on t executed the instrument. I certify under PENALT OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: Site #: LA33835A 4 Site Name: Adams Park Date: 04/27/2010 CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT State of California County of 6h J7 6, Ca/-,5z_ On Dafe personally appeared before me, t--f 6-44 -e�. Here Insert Name antl Tiue of the Otlrcer CODRUTA ALIINA BESOM COMM. #1855547 t7Q C NOTARY PUBLIC - CAUFORNIA 13 CONTRA COSTA COUNTY -+ My Comm. Expires June 2B, 2013 Who proved to me on the basis of satisfactory evidence to be the person ,(,s� -whose name,(s) is s) to the within instrument and acknowledged to me that he /sty executed the same in his capacity{ies}, and that by hisA 4eFA t authorized instrument the person ��tgnature(s -}.on the Which the person' or the entity upon behalf of *- acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my n and i al eal Place Na:ary Seal Above Signature O TIONAIL Sign t e of Notary Public Though the rntcrmation below is not required by law, it may and could prevent fraudulent removal and reattachment of this form toranother document. document Description of Attached Document Title or Type of Document: / L 33 f3,,5- Document Date: -- Signer(s) Other Than Named Above: Number of Pages: -' Capacity(fes) Claimed by Signer(s) Signer's Name: Individual Signer's Name: ❑ Corporate Officer — Title(s): - Individual Partner — Limited ❑ General Corporate Officer — Title(s): ❑ Attorney in Fact - Partner — 0 Limited - General Trustee Top Z)f t^umb here Attorney in Fact ❑ Guardian or Conservator = Trustee 7-,. Other: Guardian or Conservator Signer Is Representing: Other: Signer Is Representing: *2CC7 National Notaq. A3enanb;iSG De S cto Ave.. P.O Boz 2402 • Chats•.svrth. CA 9 ; 31, 24U2 � v -�,. iReociet:Call <`oelNolaryorg Ifemk5907 Tolf -Free 1.80-0. 676.6027 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT W State of California County of Orange ISS. On July 29, 2010 before me Claudia M. FernandezShaw, Notary Public Date Name and Title of Officer (e.g., "Jane Doe, Notary Public") personally appeared David N. Ream Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s� whose name Blare subscribed to the within instrument and acknowledged to me that -te/she/they executed the same in - hisffw /their authorized capacity(ies), and that by his /her- /their signatures' on the instrument the r persons), or the entity upon behalf of which CLAl1DIA- M. FEfiNANDEZSHAW the personfsj acted, executed the instrument. Commission # 1875128 Notary Public - California i z Orange County > I certify under PENALTY OF PERJURY under My Comm. Expires Jan 25, 2014 + the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal. �Place Notary Seal Above � ! �� ��• ��/�2,//� � �,�. OPTIONAL Signature of Notary PubliE Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner -- ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: of thumb here HKLJ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/16/2010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOErRiOfrN$TITUTe AgC:CI RACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE 1 J IMPORTANT: If the certificate holder is an ADDITIONAL (NSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policie jn�y.'require an endorsen5eht''�k statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk insurance Services West, Inc. Seattle wA Office 1420 Fifth Avenue suite 1200 CONTAC'c NAME: PHONE (AIC. No. Ext): (206) 749 -4800 FAX No : (206) 749 -4860 EMAIL Seattle WA 98101 -4030 USA PROCER 10616550 CUSTODUMER ID M INSURED T- Mobile USA, Inc. its Subsidiaries and Affiliates INSURER(S) AFFORDING COVERAGE INSURER A: Fidelity & Guaranty Ins Co NAIC # 35386 INSURER B: National Union Fire Ins CO Of Pittsburgh 19445 12920 SE 38th Street Bellevue wA 98006 USA INSURER c: Discover Property & Casualty Ins Co 36463 INSURER D: Fidelity &Guaranty Ins u/w 25879 } — Qo I h „� /jic" l rr�t� INSURER E: United States Fidelity & Guaranty Co. 25887 COVERAGES CFRTIFIrATC NIIIU12CO. r7nnnn0o11co INSURER F: m w C d a 0 2 r�G V lJlwry Ru1n1oC11%: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested fR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY MM/DD LIMITS GENERAL LIABILITY GL 057nT= d5/01/2011 *EACHOCCU RENCE $1,000,000 X COMMERCIAL G ENERAL LIABILITY $1,000,000 [ 77 n a occurrence CLAIMS -MADE ❑X OCCUR .1 A� dt y one person) $25 , 000 X Contractual Liability Incl. , ADV INJURY $ co GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- X LOC B AUTOMOBILE LIABILITY B X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON OWNED AUTOS UMBRELLA LIAR [I OCCUR EXCESS LIAB CLAIMS -MADE DEDUCTIBLE RETENTION A EMPLOYERS' LIABILITY E ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below AOS CA 9835799 05/01/2010 SIR applies per policy terns & condi {ions N /AI ID003WO0409 10 E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1, 000 000 E.L. DISEASE - POLICY LIMIT 41 nnn nnn DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more apace Is required) Site Number: LA33835A site Name: Adams Park, Site Address: 2302 S. Raitt street, Santa Ana, CA 92704. The Certificate Holder is an Additional Insured for General Liability solely as respect to operations of the Named Insured at the above location if required by contract. CERTIFICATE HOLDER 1,000,000 GENERAL AGGREGATE $2,000,000 r i� PRODUCTS - COMP /OP AG G $2,000,000 POLICY PROVISIONS. 0 0 u^i COMBINED SINGLE LIMIT Ea accident $2,000,000 BODILY INJURY ( Per person) o BODILY INJURY (Per accident) 4) Po Box 1988 Santa Ana CA 92702 USA d PROPERTY DAMAGE ip Per accident V w d U EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1, 000 000 E.L. DISEASE - POLICY LIMIT 41 nnn nnn DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more apace Is required) Site Number: LA33835A site Name: Adams Park, Site Address: 2302 S. Raitt street, Santa Ana, CA 92704. The Certificate Holder is an Additional Insured for General Liability solely as respect to operations of the Named Insured at the above location if required by contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa And Attn: Clerk of the Council AUTHORIZED REPRESENTATIVE 20 civic Center Plaza (M -30) Po Box 1988 Santa Ana CA 92702 USA 9b e�'a �Fu ACORD 25 2009/09 ©1988 -2009 ACORD CORPORATION. All rights reserved. ( ) The ACORD name and logo are registered marks of ACORD Attachment to ACORD Certificate for T- Mobile USA, Inc. The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policv. INSURED T- Mobile USA, Inc. its subsidiaries and Affiliates 12920 SE 38th Street Bellevue wA 98006 USA A — k C, 4 Z�S^-2' ADDITIONAL POLICIES INSURER INSURER INSURER INSURER INSURER If a policy below does not incluc' certificate form for policy limits. ,.., ...v.u.a..un, I VIUr ID Ine corresponamg poi icy on the ACORD Certificate No : 570040831758 INSR LTR TYPE OF INSURANCE ADDL INSR SUBR wvD POLICY NUMBER/ POLICY DESCRIPTION POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYY1) LIMITS WORKERS COMPENSATION 1 � N/A D003wo0410 HI 05/01/2010 05701/2011 C N/A D003WO0411 NVNJ 5/01/201 05/01/2011 Certificate No : 570040831758 AC R CERTIFICATE OF PROPERTY INSURANCE DATE ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an insurable interest in the property, do not use this form. Use ACORD 27 or ACORD 28. PRODUCER -- - Aon Risk insurance Services west, Inc. Seattle WA office 1420 Fifth Avenue suite 1200 Seattle WA 98101 -4030 USA I(Z'xNo.Exn: (206) 749 -4800 I F' (206) 749 -4860 10616550 INSURED INSURERA: Al1TanZ Global Risks —US Insurance Co T- Mobile USA, Inc. INSURER B: and its Affiliates & Subsidiaries INSURER C: 12920 SE 38th Street Bellevue wA 98006 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570040831768 REVISION NUMBER LOCATION OF PREMISES/ DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, H more apace is required) Site Number: LA33835A, site Name: Adams Park, Site Address: 2302 S. Raitt Street, Santa Ana, CA 92704 INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO POLICY THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFFECTIVE POLICY EXPIRATION LTR POLICY NUMBER DATE (MWDD/YYYY) DATE (MM /DD COVERED PROPERTY LIMITS A X PROPERTY CLP 5 1 6'— ---Z-57Uj-11Srj= BUILDING CAUSES OF LOSS DEDUCTIBLES PERSONAL PROPERTY BASIC BUILDING BUSINESS INCOME w/o Extra Ex ense L v G: c v "O I� V x 00 kD r. 00 O O O n Lr1 J INLAND MARINE CAUSES OF LOSS 7 NAMED PERILS J CRIME TYPE OF POLICY BOILER & MACHINERY/ EQUIPMENT BREAKDOWN TYPE OF POLICY POLICY NUMBER W U aF _. SPECIAL CONDITIONS / OTHER COVERAGES (Attach ACORD 101, Additional Remarks Schedule, H more space Is required) All Risk of Direct Physical LOSS Or Damage; Includes Property, BPP, BI, EE, Flood & Earth Movement; Replacement Cost - Property Damage; Actual LOSS Sustained - Time Element. 'r CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE City of Santa Ana POLICY PROVISIONS. Attn: Clerk of the Council 20 Civic Center Plaza (M -30) AUTHORIZED REPRESENTATIVEa Po Box 1988 �,�y/n /�( „ /�� e"4iw 7 Santa Ana CA 92702 USA t�40/ lvJ�lume;� ✓j�fJllG cJf' / /fff�,J(( ©1995 -2009 ACORD CORPORATION. All rights reserved. ACORD 24 (2009/09) The ACORD name and logo are registered marks of ACORD BROAD `� � p EXTRA CONTENTS - , EXPENSE m X SPECIAL p y'� 7 �� %x,.'t RENTAL VALUE EARTHQUAKE v it BLANKET BUILDING Z BLANKET PERS PROP W WIND ��„�• -^ lU L l.. �rL j i' -�' ... , BLANKET BLDG & PP FLOOD X $5,000,000 _. r LL � BIM B &PP Ded �g lSlBili fY J INLAND MARINE CAUSES OF LOSS 7 NAMED PERILS J CRIME TYPE OF POLICY BOILER & MACHINERY/ EQUIPMENT BREAKDOWN TYPE OF POLICY POLICY NUMBER W U aF _. SPECIAL CONDITIONS / OTHER COVERAGES (Attach ACORD 101, Additional Remarks Schedule, H more space Is required) All Risk of Direct Physical LOSS Or Damage; Includes Property, BPP, BI, EE, Flood & Earth Movement; Replacement Cost - Property Damage; Actual LOSS Sustained - Time Element. 'r CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE City of Santa Ana POLICY PROVISIONS. Attn: Clerk of the Council 20 Civic Center Plaza (M -30) AUTHORIZED REPRESENTATIVEa Po Box 1988 �,�y/n /�( „ /�� e"4iw 7 Santa Ana CA 92702 USA t�40/ lvJ�lume;� ✓j�fJllG cJf' / /fff�,J(( ©1995 -2009 ACORD CORPORATION. All rights reserved. ACORD 24 (2009/09) The ACORD name and logo are registered marks of ACORD o ` u� [\ -- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT # This endorsenient, effective 12:01 A.M. 05/01/2010 forms part of Policy No. GL 2264628 issued to T-MOBILE USA, INC. by NATIONAL UNION |SNURANCE COMPANY OF PITTSBURGH, PA ADDITIONAL INSURED -WHERE REQUIRED UNDER CONTRACT OR AGREEMENT Thii endmm*mentmnclities in»urancepmvidiml ijndet� thefollomij)g.' COMMFRCJAL GENERAL LIABILITY COVERAGE FORM SECTION If - WHO IS AN INSURED, is amended to include as an additional inSUred: Any person or organization to vvhonnyou beuunocobUgatod to include, maan additional insured under this policy, as o result of any contract of agreement you enter into which requires you to furnish insurance tothat person or organization of the type provided by this policy, but only with respect to liability arising out o[ your operations o/ premises owned hyov rented 1oyou. However, the insurance provided will not exceed the lesser of: 0 The coverage and/or Unmhauf this policy, of 0 The coverage and/or limits required by said contract or agreerrient. AUTHORIZED RLPRESEN-fA'FIVE 01712(12/06) CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DDNYYY) 06/14/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. Seattle WA Office CONTACT NAME: PHONE (206) 749 -4800 FAX (206) 749 -4860 (A/C. No. Ext): A/C. No.): E-MAIL ADDRESS: 1420 Fifth Avenue Suite 1200 Santa Ana CA 92707 USA Seattle WA 98101 -4030 USA F 'X' XM ylfitliw X "XI INSURER(S) AFFORDING COVERAGE NAIC 1t INSURED INSURER A: XL Specialty Insurance CO 37885 T- Mobile USA, Inc its Subsidiaries and Affiliates INSURER B: Greenwich Insurance Company 22322 INSURER C: National Union Fire Ins Co of Pittsburgh 19445 12920 SE 38th Street Bellevue WA 98006 USA INSURER D: S5,000 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: b /UU4bb4b913 REVISION NUMBER, THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM /DD MMIDD LIMITS B GENERAL LIABILITY Santa Ana CA 92707 USA RGD F 'X' XM ylfitliw X "XI EACH OCCURRENCE $1, 000, 000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X❑ OCCUR PR DAMAGE ES Ea occurrence) $1,000,000 MED EXP (Any one person) S5,000 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 POLICY PRO X LOC IECT B AUTOMOBILE LIABILITY RAD 500025701 AOS 05/01/2512 05/01/2013 COMBINED SINGLE LIMIT Ea accident $2,000,000 BODILY INJURY ( Per person) B X ANY AUTO RAD 500025801 05/01/2012 05/01/2013 ALL OWNED r SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS MA BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident C X UMBRELLA LIAB X OCCUR 13273159 05/01/2012 05/01/2013 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS -MADE SIR applies per policy terns & conditions AGGREGATE S5,000,000 DED I X RETENTION A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANV PROPRIETOR I PARTNER / EXECUTIVE OFFICER/MEMBEREXCLUDED? N/A RWD5000301 AOS RWR5000302 05/01/2012 05/01/2012 05/01/2013 05/01/2013 X I WC STATU- I OTH- TORY LIMITS ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) wi If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, H more space is required) The Certificate Holder and other entities as defined if required by written contract" are Additional Insured for General Liability and Automobile Liability solely as respect to operations of the Named Insured at the above location if required by contract. A waiver of Subrogation is granted in favor of Certificate Holder as required by written contract but limited to the operations of the Insured under said contract, with respect to the General Liability and Automobile Liability policy. General Liability and Automobile Liability evidenced herein is Primary and Non- Contributory to other insurance available to the Certificate Holder, but only to the extent required by written contract with the insured. Per Cancellation Notification to others Endorsement - In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, CERTIFICATE HOLDER CANCELLATION .,! / J SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa And ' -� - , , , . _ AUTHORIZED REPRESENTATIVE Santa Ana City Fire Department. - Santa Ana CA 92707 USA F 'X' XM ylfitliw X "XI ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD v M J m :r c m 'O m 9 O 2 rh n T U) O LO rr) O Z dt V li. 1: m 0 AGENCY CUSTOMER ID: 10616550 LOC #: A� ° ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Aon Risk Insurance services West, Inc. T- Mobile USA, Inc POLICY NUMBER see certificate Number: 570046545973 CARRIER NAIC CODE see certificate Number: 570046545973 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations / Locations / Vehicles: advanced written notice will be mailed or delivered to person(s) or entity(ies) according to "Blanket per List on file" - 30 Days Notification. All other terms and conditions of the Policy remain unchanged, with regard to the General Liability and Automobile Liability policy. See Attached Addendum for Site Information. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INSURED T- Mobile USA, Inc its subsidiaries and Affiliates 12920 SE 38th Street Bellevue wA 98006 USA site List LA02024A - 1405 North French St., Santa Ana, CA 92701 LA02899D - 120 W. walnut, Santa Ana, CA 92701 �svrc AA02901A - 1528 South Standard Avenue, Santa Ana, CA 92707 XA03009C - 1825 3/4 Civic Center Drive west, Santa Ana, CA 92703 ✓LA03010A - 888 w. Santa Ana Blvd., Santa Ana, CA 92707 LA13160A - 1801 w. Segerstrom Ave., Santa Ana, CA 92704 ,ZA33321C - 4622 3/4 west Hazard Avenue, Santa Ana, CA 92703 veA33807B - 1817 w. 21st Street, Santa Ana, CA 92706 1 LA338076 1817 W. 21st street, Santa Ana, CA 92706 a , LA33835A 2302 S Raitt Street, Santa Ana, CA 92704 r LA33836B 730 E warner Ave, Santa Ana, CA 92707 r Certificate No : 570046545973 ENDORSEMENT # This endorsement, effective 12:01 a.m., May 1, 2012 forms a part of Policy No.RGD500025901 issued to T- MOBILE USA, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED — WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under all coverage parts. COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM RAILROAD PROTECTIVE LIABILITY COVERAGE FORM Section II — WHO IS AN INSURED is amended to include as an Insured any person or organization for whom you have agreed under written contract or agreement to provide insurance. However, the insurance provided shall not exceed the scope of coverage and /or limits of this policy. Notwithstanding the foregoing sentence, in no event shall the insurance provided exceed the scope of coverage and /or limits required by said contract or agreement. All other terms and conditions remain the same. (Authorized Representative) MANUS © 2011 X.L. America, Inc. All Rights Reserved. May not be copied without permission. ENDORSEMENT # This endorsement, effective on May 1, 2012 at 12:01 A.M. standard time, forms a part of Policy No.RAD500025701 of Greenwich Insurance Company issued to T- MOBILE USA, INC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SECTION II A.1. WHO IS AN INSURED is amended to include as an insured any person or organization for whom you have agreed under contract or agreement to provide insurance. However, the Insurance provided shall not exceed the scope of coverage and /or limits of this policy. Notwithstanding the foregoing sentence, in no event shall the insurance provided exceed the scope of coverage and /or limits required by said contract or agreement. All other terms and conditions remain unchanged. (Authorized Representative) MANUS ©2011 X. L. America, Inc. All Rights Reserved. May not be copied without permission. POLICY NUMBER: RGD500025901 COMMERCIAL GENERAL LIABILITY CG 24040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard ". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: RAD500025701 XIC 404 1007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Changes In Conditions The Transfer Of Rights Of Recovery Against Others To Us Condition is changed by adding the following: We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for "bodily injury" or "property damage" arising out of your ongoing operations or work you performed under a contract with that person or organization. This waiver applies only to the person or organization shown in the Schedule below: SCHEDULE Name of Person(s) or Organization (s): Any person or organization for whom you are required to waive your right of recovery under the terms of a written contract. All other terms and conditions remain the same. (Authorized Representative) XIC 404 1007 © 2007, XL America, Inc. Page 1 of 1 Includes copyrighted material of Insurance Office, Inc., with its permission. POLICY NUMBER: RAD500025701 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: T- MOBILE USA, INC. Endorsement Effective Date: May 1, 2012 SCHEDULE Name(s) Of Person(s) Or Organization(s): Where required by written contract or agreement executed prior to loss (except where not permitted by law). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident' or the 'loss" under a contract with that person or organization. CA 04 44 03 10 © Insurance Services Office, Inc., 2009 Page 1 of 1 13 ENDORSEMENT # This endorsement, effective 12:01 a.m., May 1, 2012 , forms a part of Policy No.RGD500025901 issued to T- MOBILE USA, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS COVERAGE PART It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insured, as required by written contract. All other terms and conditions of this policy remain unchanged. (Authorized Representative) XIL 424 0605 ©, 2005, XL America, Inc. ENDORSEMENT # This endorsement, effective 12:01 a.m., May 1, 2012 forms a part of Policy No.RGD500025901 issued to T- MOBILE USA, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: Number of Days Advanced Notice of Cancellation: "Blanket per list on file ". "Blanket per List on file" 30 All other terms and conditions of the Policy remain unchanged. (Authorized Representative) IXI 405 0910 © 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. ENDORSEMENT # This endorsement, effective 12:01 a.m., May 1, 2012 forms a part of Policy No.RAD500025701 issued to T- MOBILE USA, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entity(ies) Mailing Address: Number of Days Advanced Notice of Cancellation: "Blanket per list on file ". "Blanket per List on file" 30 All other terms and conditions of the Policy remain unchanged. (Authorized Representative) IXI 405 0910 © 2010 X.L. America, Inc. All Rights Reserved. May not be copied without permission. T • • Mobile s T- Mobile USA, Inc. 12920 SE 38th Street, Bellevue, WA 98006 City of Santa Ana PO Box 1988 Santa Ana, CA 92702 2017 !v 20 Rl 4: 22 May l7, 2012 RE: T Mobile Site No.: LA33835A. Lease between City of Santa Ana and T Mobile West Corporation or its predecessor -in- interest ("Lease "), for the Premises located at or about 2302 S Raitt Street Santa Ana California 92704. CHANCE IN NOTICE ADDRESS AND CONVERSION OF T MOBILE WEST CORP. TO T- MOBILE WEST LLC Dear City of Santa Ana: ►. •- T- Mobile is changing its Legal Notice Address for our leases /licenses/subleases/sublicenses to the following single address for notification: T- Mobile USA, Inc. 12920 S.E. 386 Street Bellevue, WA 98006 Attn: Lease Compliance O t O k-63 Site No. LA33835A tA-- 0 The current Lease T- Mobile has with you may have several Legal Notice Addresses for T- Mobile, including our local market office addresses. The change to a single Notice Address is intended to both simplify and improve communications. Entity Conversion T- Mobile is converting T- Mobile West Corporation from a corporation to a limited liability company (T- Mobile West LLC) for admhilstrative efficiencies. This conversion will occur on or about June 25, 2012. This will have no functional effect on you and is merely an internal change. The conversion will not modify or affect your relationship with T- Mobile, including the contact information you currently use, the T- Mobile persons who administers your Lease or your rent payments. The tax identification number (TIN) for T- Mobile West LLC will remain unchanged from the one used for T- Mobile West Corporation. As a reminder, T- Mobile's preferred method of payment is direct deposit using an electronic funds transfer (EFT) service. if you wish to take advantage of this free electronic service, please contact Xign at Xign@T- Mobile.com or call 1- 888 - 5264612 (select option 3) to complete the enrollment process. In closing, you need not respond to this letter and need only to make the change in your records regarding the above T- Mobile Legal Notice Address and the entity conversion. If you have any questions, e-mail us at propertymanagement @ t- mobile.com. Thank you. Very truly yours, T- Mobile USA, Inc. Real Estate & Facilities !6,AJMR1NWr. UN NORK IUAy PRUGEE[) t1N711.I�r.�LCK7EXPIRES � �a� M.ERK/OF'caOU C6 `L� (a 0AI'E 01 FILED WITH A- 2010 -133 -T MOBILE WEST CORPORATION PTI Site ID: US-CA-1013 PTI Site Name: Raitt PHOENIX TOWER INTERNATIONAL City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M -30) P.Q. Box 1986 Santa Ana, CA, 92702 Phoenix Tower International 1001 Yamato Rd, Suite 105 Baca Raton, FL 33431 Phone; 561.257.0557 Fax: 561.257.0558 Re: Consent Letter PTI SITE ID: US -CA -1013 /T- Mobile Site ID LA33835AlPTI Site Name: Raltt City of Santa Ana: April 13, 2016 As we discussed, we would like to obtain your consent to the assignment of the ground lease (the "Lease ") by and between City of Santa Ana as Landlord and T- Mobile West, LLC as Tenant for the site located at 2302 S. Raltt St. Santa Ana, CA 92704 (the "Site "). By way of background on November 10, 2015, T- Mobile USA, Inc. (together with certain affiliates, "T- abll ") and PTI US Acquisitions, LLC and Its affiliates ( "PTI ") entered into a transaction (the "Transaction ") involving a portion of T- Mobile's tower portfolio (the o full "), In which PTI purchased the sites that were assignable, and manages and operates sites where consent Is required in the Portfolio. The Lease and this Site are part of the Portfolio and the Transaction, and subject to your consent as Landlord, will be assigned to PTI US Development Sites I, LLC ( "PTI SPV"), In order to make sure we have the same information and to make sure all rent Is paid on time, we request p that you confirm that the following is true and correct as of the date hereof: Y a) The Lease was executed on 7(1912010 b) T- Mobile Is the sole tenant under Lease, and It is in full force and effect and contains the entire agreement between you and T- Mobile with respect to the Site. c) You consent to the full assignment of the Lease to PTI. d) No default exists under the Lease on the part of T- Mobile, and, to your knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both, would constitute a default by T•Mobile under the Lease. Consistent with the terms In the Ground Lease, and with the Consent of the City, PTI may use the tower and related Improvements located on the Site for the subleasing t sublicensing of space to third parties for the collocation of communications equipment on and about the Site. PTI may pledge its rights in the Agreement to Its financing sources. Thank you for your prompt attention to this matter and we look forward to continuing to work with you. Please sign this letter below where indicated and return to us in the enclosed self - addressed envelope or PTI Site ID: US -CA -1013 PTI Site Name: Raitt send by email. If you have any questions about the Transaction or this request, please contact me via email at azelaya @phoenixintnl.com or via phone at (561) 270 -6501. Sincerely, t Ashieigh J-7 ya Ashleigh Zelaya (561) 270 -6501 azelaya@phoenixintni.com Accepted and agreed: By: L, t 4 David Cava os, City Menager Dated as of: ATTEST Maria D. Huizar, Clerk of until APPROVED AS TO FORM _V i J M. Funk, Assistant City Attorney Client #:1722613 141 PTIUSACO ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 4/21/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not Confer rights to the certificate holder in IIGU of such endorsement(s). PRODUCER BB &T- Atlantic Risk Management 5850 Waterloo Road, Suite 240 CONTACT Jennifer Burton NAME: (PA HONE qq0 480 -4400 866. 549.3345 e Est: A /C, No: E-MAIL ADDRESS: jennifer.burton @bbandt.com Columbia, MD 21045 410 480.4400 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hanover Insurance Company 22292 INSURED A �Cy" (,�"g � �iJ PTI US Acquisitions LLC 1001 Yamato Road, Suite 105 Boca Raton, FL 33431 INSURER B: $1,000,000 INSURER C: X COMMERCIAL GENERAL LIABILITY INSURER D: INSURER E: INSURER F: PREMISESOEeawTUrrence $1,000,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 CONTRACTOR 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. LTR TYPE OF INSURANCE NSR WVD POLICY NUMBER MMIDDIYEFF MMI�DmYY LIMITS A GENERAL LIABILITY RHQA52340101 1/01/2016 01/01/2017 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISESOEeawTUrrence $1,000,000 CLAIMS -MADE ❑X OCCUR MED EXP(Any one person) $10,000 PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMP /OP AGO $2,000,000 POLICY PRO X LOC EDT $ • AUTOMOBILE LIABILITY RHQA52340101 1/01/2016 01101/2017 EeeBINEDSINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Peraccident) $ PROPERTY DAMAGE Per accident $ X HIRED AUTOS X NON -OWNED AUTOS • X UMBRELLA LIAB X OCCUR UHQA52340201 1/01/2016 01101/2017 EACH OCCURRENCE $5000000 AGGREGATE $5,000,000 EXCESS LIAB CLAIMS MADE DED I I RETENTION $ $ WORKERS COMPENSATION ANYPROPRIEEOR /PARTNER /EXECUTIVE YIN OFFICER /MEMBER EXCLUDED? (Mandatory In NH) NIA p pVe G`^ ( � FAO �I `y' "- WC STATU- OTH- E EACH ACCIDENT $ E. L. DISEASE LA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT 5 cjl�VtcA ,X V a5 dgCp�1�. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Addltlo,ip chedule, if more space is required) RE: US -CA -1013 If required by written contract, The City of Santa Ana, it's officers, employees, agents, and representative are named as additional insured on the General Liability policy, subject to policy provisions. A 30 day notice of cancellation applies in favor of the certificate holder with regards to the General Liability policy. (See Attached Descriptions) City of Santa Ana Parks, Recreation & Community Services Agency - M23 20 Civic Center Plaza, 2nd FL., RM #272 Santa Ana, CA 92702 ACORD 25 (2010105) 1 of 2 #S160298471M15641794 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD RMMIL DESCRIPTIONS (Continued from Page 1) * ** *ADDITIONAL NAMED INSUREDS * * ** PTI US Assets I LLC PTI US Towers I LLC PTI US Towers II LLC PTI PR Towers I LLC PTI US Development Sites I LLC PTI PR Development Sites I LLC Ned b`J° as 5P� PNaor° SAU11 IA Z5.3(ZU1II105) Z OT Z #516029647/M16641794 4coR ®® CERTIFICATE OF LIABILITY INSURANCE �Ir.../ DATEIMMIDD/YYYY) 04/2112016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard AICNNO ExtExtL__. __ . JAIC AD RIESS, Roseland, NJ 07066 _ INSURER(S) AFFORDING COVERAGE NAICH INSURER A: Technology Insurance Company, Inc. 42376 EACH OCCURRENCE INSURED PHOENIX TOWER INTERNATIONAL INVEST INSURER B: INSURER C: _ DBA: Phoenix Tower International Investment LLC 1001 YAMATO RD SUITE 105 INSURER D: Boca Raton, FL 33431 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 479810 REVISION NUMBER: 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. ILTR TYPE OF INSURANCE INSD B WVD POLICY NUMBER POLICY EFF MM /DDIYYYV - POLICY EXP MWDDIYVYY LIMITS Suite 105 COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR Boca Raton, FL 33431 AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ - -- $ DAMAGE REITr PREMISES RERTurrence _ MED EXP (Any one person) $ PERSONAL &ADV INJURY GEN'LAGGREGA_TE LIMITAPPLIES PER __$ GENERAL AGGREGATE $ _ POLICY r - PRO- JECT [::] LOC JI -- PRODUCTS - COMP /O_P_AGG $ $ CTHER: AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT Fa Ea accident) $ _ ANY AUTO I'. BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS 'BODILY INJURY (Per adent ( cci_ $ _ -- NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE -- (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB ._CLAIMS -MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICE / / /Men NHR EXCLUDED? ❑N rvIA (Mandatory ) If yes, describe under DESCRIPTION OF OPERATIONS below N TWC3524415 12/21/2015 11/12/2016 X I PER OT STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 _ EL DISEASE -EA EMPLOYEE $ 1,000,000 E. L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) i LHIYLCLLH I I V N ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Phoenix Tower International Investment LLC ACCORDANCE WITH THE POLICY PROVISIONS. 1001 Yamato Road Suite 105 Boca Raton, FL 33431 AUTHORIZED REPRESENTATIVE ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD A Stock Insurance Company Trafalgar lialshuI NH 03063 WORKERS COMPENSATION k. AND EMPLOYERS LIAll INSURANCE POLICY INFORMATION PAGI 00 1,1111 PhoE5k1:S Toper hHtniatioll IIIt'@$tmill LLG 1001 NW51st St State 105 Boca Ration, FL 33431 Mvktud e< t1 t � t See on of bhawfiae Page TOTAL E L4,TM a1sNTN .AL PRENIT LAI 7,045 STATEASif 2:9 TOTAL EMUAXED COST 8„'24. vinumumpreinilan 500 Technology Insurance CotMany Phoenix Tow InteffmbmW lnvesMwts, L C RHO A523401 01 5102243 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured — Primary and Non - Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments Included 9. Newly Acquired or Formed Organizations - Covered until end or policy period Included 10. Non -owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds 0d $2,500 - Loss of Earnings e A $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify \�J \� aCn�� Included This endorsement amends coverages provided under the Commercii I�6�neral Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II — WHO IS ANINSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for "bodily injury ", "property damage ", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. 421.2915 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury', "property damage' or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", 'property damage ", or 'personal injury and advertising injury'. (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury', 'property damage', 'personal and advertising injury' arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after cease to be a tenant in that ®e3J C%1 remises; or ��(9) The "bodily injury', 'property �e e�damage ", 'personal injury' or \�\�l ���aqC� "advertising injury' arises out of structural alterations, new con- CS struction or demolition operations performed by or on behalf of the manager or lessor. (5) To 'bodily injury', 'property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the 'bodily injury' or "property damage" or the offense which caused the 'personal and RHQ A523401 01 5102243 advertising injury' involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III — LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured — Primary and Non - Contributory The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured — Primary and Non - Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II — WHO IS AN INSURED, is primary and non - contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. 421 -2915 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work "; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner: or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I — COVERAGE A — BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the ab ce of this insurance; and he total of all deductible and self `�✓\ ��ce;Irsuranncemounts under all that other {c will share the remaining loss, if any, with any other insurance that is not G described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. RHQ A523401 01 5102243 insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the "occurrence' or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V — DEFINITIONS, Definition 3. "bodily injury" is replaced by the following: 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. "Bodily injury' includes mental anguish or other mental injury resulting from "bodily injury'. 5. Broad Form Property Damage — Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I — COVERAGES, COVERAGE A — BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V — DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421 -2915 12 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence ", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments a. SECTION I — COVERAGES, COVERAGE C — MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C — MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II — WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 10. Non -Owned Watercraft 421 -2915 12 14 RHO A523401 01 5102243 SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I — SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1A.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit ", including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence ", offense, claim or "suit ", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ed ELT e�,e .� U, c� ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANG Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4