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Los Angeles Cellular Telephone Company Building Lease Agreement (1988) / L* ( BUILDING LEASE AGREEMENT THIS BUILDING LEASE AGREEMENT, made and entered into on this 15 day of NOiember 1988, by and between CITY OF RANCHO PALOS VERDES as owner of 30940 Hawthorne Boulevard, Rancho Palos Verdes, California, 90274, hereinafter the "LESSOR' and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California General Partnership, hereinafter the "LESSEE", WITNESSETH THAT: WHEREAS, LESSOR is the owner of certain real property, hereinafter "LESSOR' s Property", located at 30940 Hawthorne Boulevard, in the City of Rancho Palos Verdes in Los Angeles County, California; and, WHEREAS, LESSEE desires to lease a portion of such property, hereinafter the "Property" , together with a right-of-way for access and utilities; NOW, THEREFORE, in consideration of the premises and of the mutual obligations, agreements, representations and warranties herein contained, the parties hereby agree to the following terms, covenants and conditions: 1. nig PROPERTY A. The legal description of LESSOR's Property is contained in Exhibit "Al" attached hereto and by this reference incorporated herein. B. The Property shall consist of a free-standing building (the "Building") to be constructed by LESSEE, which Building shall contain approximately 280 square feet of improved space, and an antenna tower. The Building shall be located adjacent to the northwest corner of LESSOR's two-story building. The Building and the antenna tower shall be located approximately within the locations depicted on Exhibit "A2" attached hereto and incorporated herein by this reference. The antenna tower shall be shared by LESSEE with PacTel Cellular, and LESSEE shall obtain PacTel Cellular's prior written consent to the use of the antenna tower. The Property shall also include the easement rights described in Section 2 hereof. LESSEE's rights to all Property and the easement right described in Section 2 shall terminate upon the expiration or sooner termination of this Lease. (*) 2 . LEASE AND IRREVOCABLE EASEMENT A. In consideration of the lease payments by LESSEE to LESSOR as agreed to herein, LESSOR hereby leases the Property to LESSEE and grants to LESSEE (during the term of this lease) an irrevocable, non-exclusive easement for ingress and egress (seven [7] days a week, twenty-four [24] hours a day) and to install and maintain underground utility wire, cable, conduits and pipes between the Property and the nearest public right-of-way. The location of such easement (s) shall be subject to the LESSOR's prior written approval, which approval shall not be unreasonably withheld or delayed, and LESSOR shall have the right to change the location of the easement for ingress and egress from time to time, provided that LESSOR continues to provide LESSEE with access to LESSEE's utility wires, cables, conduits and pipes for maintenance purposes. 3 . TERM AND RENT A. This Lease Agreement shall be for an initial term of ten (10) years beginning on the first day of September, 1988 0 at an Annual Rent of Eighteen Thousand Dollars ($18, 000. 00) , which rent shall be paid annually, in advance, on the first day of July of each calendar year to LESSOR or to such other person, firm or (*) If PacTel Cellular shall remove its antenna tower for any reason, Los Angeles Cellular shall furnish its own antenna tower pursuant to all applicable Federal , State, and City rules, regulations, and ordinances. 4111 entity as LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rent payment date. LESSEE shall also pay as additional rent any increases in real property taxes levied against LESSOR's Property as a result of any improvements constructed by LESSEE or as a result of LESSEE's use of the Property. B. LESSEE is hereby granted options to extend this lease on the same terms and conditions for two (2) additional five (5) - year periods after the original term expires by giving LESSOR written notice of its intention to do so at least ninety (90) days prior to the date that the then-current term would otherwise end, No Option may be exercised more than one (1) year prior to the commencement date of the option term, and, if subsequent to the commencement date of the option term, and, if subsequent to the exercise of an option LESSEE shall default on its obligations under the Lease beyond the applicable cure period, the prior exercise of the option shall be void and of no force and effect. C. The parties have also agreed that there shall be annual adjustments of the rent hereunder beginning on September 1, 1989. Such annual increases or decreases shall be determined in the following manner: (1) Annual Rent shall be adjusted as of September 1, 1989, and as of July 1 of each calendar year thereafter throughout the term of this Lease Agreement and any extensions of such term (September 1 of each year beginning in 1989 being an "Adjustment Date") . Such adjustments may result in the Annual Rent being either increased or decreased, provided, however, that in no event shall the Annual Rent be lower than the Annual Rent in effect for the year prior to September 1, 1989. Rent Adjustments shall be made as follows: (a) The basis for computing each such adjustment (the "Base Index") shall be the Consumer Price Index (base year 1967 = 100) - Urban Wage Earners and Clerical Workers - Los Angeles, Anaheim, Riverside (the "Index") , published by the United States Department of Labor, Bureau of Labor Statistics most recently prior to the prior Adjustment Date (or most recently published prior to September 1, 1989 in the case of the first Adjustment Date) . (b) Annual Rent payable commencing on each Adjustment Date until the next Adjustment Date shall be an amount determined by multiplying the rent payable immediately prior to the current Adjustment Date by the most recently published Index preceding the current Adjustment Date (the "Current Index") and dividing the product thereof by the Base Index. (c) If the Index is revised so that the base reference index for a Current Index differs from the base reference index for the appropriate Base Index, the Base Index shall be converted to the new base reference index in accordance with the conversion table published by the United States Department of Labor, Bureau of Labor Statistics. If the Index is discontinued or changed in such a way that it is impossible to obtain a continuous measurement of price changes from a prior Adjustment Date to the Adjustment Date in question, the Index shall be replaced by such other governmental index or computation as would provide substantially the same result as would have been obtained if the Index had not been discontinued or changed. (d) In the event LESSEE holds over at the Property after expiration of the term of this Lease, notwithstanding any acceptance of rent by LESSOR for any longer period, such holdover shall be deemed to be a month-to-month tenancy, terminable at the will of either party, and rent shall be due at the same rate, adjusted on a monthly basis, as was due for the period immediately preceding the expiration of the Lease. r r 411 411 4 . USE OF THE PROPERTY A. LESSEE shall use the Property for constructing and maintaining the Building thereon and operating within the Building and on the antenna tower a radio communications facility and required antenna, and for any uses which are necessary and incidental thereto. The construction of all improvements constituting the Building, the antenna tower, underground cables and conduits, and any other matters in connection with LESSEE's use and operation of the Property shall be at LESSEE's sole expense. LESSEE shall maintain the Property in good condition and repair throughout the term, ordinary wear and tear excepted. LESSEE's use of the Property shall be consistent and in compliance with all conditions of Conditional Use Permit No. 119 and any subsequent revisions or amendments thereof and with all laws and regulations (either now existing or passed hereafter by any governmental entity having jurisdiction) by which such uses are controlled. B. Before commencement of any work of construction, alterations, or repair is commenced on the Property, including improvement of the Building and installation of any conduits or lines pursuant to the easement leased hereunder, and before any building materials shall be delivered to the Property by LESSEE or under LESSEE's authority, LESSEE shall comply with all the following conditions or procure LESSOR' s written waiver of the condition or conditions specified in the waiver: (1) (i) Deliver to LESSOR's planning department for approval by LESSOR's planning department two (2) sets of preliminary construction plans and specifications prepared by an architect or engineer licensed to practice as such in the State of California, including but not limited to preliminary grading and drainage plans, soil tests, utilities, sewer and service connections, locations of ingress and egress to and from public thoroughfares, curbs, gutters, parkways, street lighting, designs and locations for outdoor signs, storage areas, and landscaping, all sufficient to enable potential contractors and subcontractors to make reasonably accurate bid estimates and to enable LESSOR to make an informed judgment about the design and quality of construction and about any effect on the reversion of the Property to the LESSOR. All improvements shall be constructed within the lines of the Property depicted on Exhibit "A2" ; provided that required work beyond the Property boundaries for utilities, access, and conditional use requirements do not violate this provision. LESSEE shall deliver to LESSOR together with the plans the certificate of the person or persons who prepared the plans and specifications certifying that LESSEE has fully paid for them or waiving payment and waiving any right to a lien for preparing them, and permitting the LESSOR to use the plans without payment for purposes relevant to and consistent with this Lease. (ii) LESSOR shall not unreasonably disapprove preliminary plans and specifications. Approval or disapproval shall be communicated in the manner provided herein for notices, and disapproval shall be accompanied by specification of the grounds for disapproval; provided the LESSOR's failure to disapprove within thirty (30) days after delivery to LESSOR shall be conclusively considered to be approval. LESSEE shall not deliver working drawings to any governmental body in connection with application for a building permit until preliminary plans are approved as provided in this paragraph. (iii) LESSEE shall prepare final working plans and specifications substantially conforming to preliminary plans previously approved by LESSOR, submit them to the appropriate governmental agencies for building permits. Changes from the preliminary plans shall be considered to be within the scope of the preliminary plans if they are not substantial or if they are made to comply with suggestions, requests, or requirements of a governmental agency or official in connection with the 411 application for building permits, and if they do not depart substantially in size, utility, or value from the requirements of Section 1.B. (2) (i) Furnish LESSOR's planning department with a true copy of LESSEE's contract with its general contractor and with evidence of the general contractor's financial condition for LESSOR'S approval. (ii) LESSOR may disapprove the contract by delivering to LESSEE written notice thereof within 15 days following delivery to LESSOR of the copy of the contract. The notice shall specify the grounds for disapproval. LESSOR shall not unreasonably disapprove the contract and LESSOR shall be considered to have approved the contract in the absence of delivering to LESSEE written notice of disapproval within 15 days after LESSEE furnishes to LESSOR the contract and evidence specified above. If LESSEE elects to act as general contractor, the Lessor's approval rights shall be considered to apply to the subcontractor of each subcontract in excess of $100, 000.00. (3) Procure and deliver to LESSOR at LESSEE' expense evidence of compliance with all then applicable codes, ordinances , regulations, and requirements for permits and approvals, including but not limited to a grading permit, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies having jurisdiction. (4) Deliver to LESSOR (1) certificate of insurance evidencing coverage for "building's risk", (2) evidence of workers' compensation insurance covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against LESSOR or the Property, and (3) evidence that LESSEE has paid or caused to be paid all premiums for the coverage described above in this paragraph and any increase in premiums on insurance provided for in this Lease on insurance, sufficient to assure maintenance of all insurance above during the anticipated course of the work. LESSOR shall be named as an additional insured on all such policies. LESSEE shall maintain, keep in force, and pay all premiums required to maintain and keep in force all insurance above at all times during which such work is in progress. (5) Provide to LESSOR on completion of any work of improvement, notice of all changes in plans or specifications made during the course of the work and, at the same time and in the same manner, supply LESSOR with "as built" drawings accurately reflecting all such changes. LESSOR acknowledges that it is common practice in the construction industry to make numerous changes during the course of construction on substantial projects. Changes that do not substantially alter plans and specifications previously approved by LESSOR do not constitute a breach of LESSEE's obligations. C. LESSOR makes no covenants or warranties respecting the condition of the soil or subsoil or any other condition of the Property. LESSEE may enter onto the land before commencement of the term to make soil and structural engineering tests that LESSEE considers necessary. All such tests made by or on behalf of LESSEE shall be at LESSEE'S sole expense and shall be evidenced by a separate contract. A copy of the report shall be delivered to LESSOR on commencement of the term. D. Once the work is begun, LESSEE shall with reasonable diligence prosecute to completion all construction of improvements, additions, or alterations. Construction required at the inception of the Lease shall be completed and ready for use within 8 months after commencement of construction, provided that the time for completion shall be extended for as long as LESSEE shall be prevented from completing the construction by delays beyond LESSEE's control; but failure, regardless of cause, I r` 411 011to complete construction within 18 months following the commencement date of this Lese shall, at LESSOR's election exercised by notice, terminate this Lese. All work shall be performed in a good and workmanlike manner, shall substantially comply with plans and specifications submitted to LESSOR as required by this Lease, and shall comply with all applicable governmental permits, laws, ordinances, and regulations. E. With the consent of Los Angeles SMSA Limited Partnership, LESSEE will co-locate on PacTel 's eighty foot (80 ' ) tall unguyed utility pole with required antennae. Any additional construction (or the erection of any additional antennae) by LESSEE will require the prior written approval of LESSOR, which approval will not be unreasonably withheld or delayed. (1) As a co-tenant on the antennae pole it is understood and agreed that the LESSOR has plans to redevelop LESSOR's Property, and in connection therewith, LESSOR may construct a new Civic Center at LESSOR's Property. In the event a new Civic Center is constructed at LESSOR's Property, LESSEE agrees that LESSOR may require LESSEE to relocate the Property to other locations on LESSOR's Property. Such relocation shall include relocation of the easements for access to LESSEE's antenna, relocation of the equipment used by LESSEE in connection with operation of the antenna, and relocation of the antenna itself. LESSEE has advised LESSOR that any location of the antenna on LESSOr's Property is equally suitable for LESSEE's purposes as the existing location of the antenna, so long as LESSEE continues to have reasonable access to the antenna and related equipment and so long as the antenna continues to have the same elevation above sea level, and LESSEE has acknowledged and agreed that LESSOR has a significant interest in minimizing the impact of the antenna on the aesthetics of LESSOR's Property. Therefore, LESSEE has agreed that LESSOR shall have complete and absolute discretion as to the determination of the new locations for the Property, including the antenna, in the event of such redevelopment of LESSOR's Property; provided, however, LESSOR agrees that LESSEE shall continue to have reasonable access to the antenna and related equipment and that the antenna shall continue to have the same elevation above sea level. LESSEE also agrees that it shall cause such relocation to be accomplished within sixty (60) days after LESSEE receives written notice from LESSOR to cause such relocation. LESSOR agrees that it shall cooperate with LESSEE so that any relocation may be accomplished without interruption of LESSEE's telephone service to the public. LESSEE further agrees that any and all costs attributable to such relocation shall be borne and paid for by LESSEE. Notwithstanding the foregoing, LESSOR agrees that in the event LESSOR requires LESSEE to relocate its antenna as provided hereunder, LESSEE shall have the option of terminating this Lease by providing LESSOR with written notice of its election to do so prior to the date LESSOR requires LESSEE to complete the relocation of the Property. With respect to this paragraph it shall not be unreasonable for LESSOR to refuse to consent to new construction or the erection of an additional antenna on the Property if LESSOR determines that such new construction or additional antenna shall have a negative impact upon the aesthetics of LESSOR's Property. (2) LESSOR and LESSEE have discussed at length the LESSOR's interest in making LESSEE's cellular telephone service available to the public while at the same time preserving the aesthetics of the Civic Center area. Therefore, LESSEE agrees that it shall cooperate at LESSEE's sole cost and expense with any reasonable requests by LESSOR to camouflage LESSEE's antenna in the initial installation thereof on the Property, to the end that its impact on the aesthetics of the Civic Center shall be minimized. LESSEE and LESSOR also agree that after the first five (5) years of the term, LESSEE's conditional use permit may be reviewed annually by LESSOR for the purpose of determining 411 whether advances in technology since the commencement of the Lease, or since the last review of LESSEE's conditional use permit, as the case may be, would enable LESSEE to construct an antenna of a different style or size that would have less impact on the aesthetics of the Civic Center area without degradation in the quality of LESSEE's service. If so, LESSEE agrees to install a new antenna of the design requested by LESSOR pursuant to such review within a reasonable amount of time thereafter. F. (1) LESSEE shall pay or cause to be paid the total cost and expense of all works of improvement, as that phrase is defined in the Mechanics' Lien Law in effect in the State of California. No such payments shall be construed as rent. LESSEE shall not suffer or permit to be enforced against the Property or any part of it any mechanic's, materialman's contractor's, or subcontractor's lien arising from any work of improvement, however it may arise. However, LESSEE may, in good faith and at LESSEE's own expense, contest the validity of any such asserted lien, claim, or demand, provided LESSEE has furnished the bond required in California Civil Code Section 3143 (or any comparable statute hereafter enacted for providing a bond freeing the Property from the effect of such a lien claim) . (2) LESSEE shall defend and indemnify LESSOR against all liability and loss of any type arising out of work performed on the Property by LESSEE, together with reasonable attorneys' fees and all costs and expenses incurred by LESSOR in negotiating, settling, defending, or otherwise protecting against such claims. (3) If LESSEE does not cause to be recorded the bond described in California Civil Code Section 3143 or otherwise protect the Property under any alternative or successor statute, and a final judgment has been rendered against LESSEE by a court of competent jurisdiction for the foreclosure of a mechanic's, materialman's, contractor's or subcontractor's lien claim, and if LESSEE fails to stay the execution of the judgment by lawful means or to pay the judgment, LESSOR shall have the right, but not the duty, to pay or otherwise discharge, stay, or prevent the execution of any such judgment or lien or both. LESSEE shall reimburse LESSOR for all sums paid by LESSOR under this paragraph, together with all LESSOR's reasonable attorneys' fees and costs, plus interest on those sums, fees, and costs at the rate of 12 percent per year from the date of payment until the date of reimbursement. (4 ) On completion of any substantial work of improvement during the term, LESSEE shall file or cause to be filed a notice of completion. LESSEE hereby appoints LESSOR as LESSEE's attorney-in-fact to file the notice of completion on LESSEE's failure to do so after the work of improvement has been substantially completed. Throughout the term, LESSEE shall, at LESSEE's sole cost and expense, maintain the Property and all improvements in good condition and repair, ordinary wear and tear except, and in accordance with all applicable laws, rules, ordinances, orders and regulations of (1) federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials; (2) the insurance underwriting board or Insurance Service Office having or claiming jurisdiction; and (3) all insurance companies insuring all or any part of the Property or the improvements thereon or both. Except as provided below, LESSEE shall promptly and diligently repair, restore, and replace as required to maintain or comply as above, or to remedy all damage to or destruction of all or any part of the improvements on the Property resulting wholly or in part from causes required by this Lease to be covered by fire or extended coverage insurance, if the cost of the work so required does not exceed 50% of the replacement value 010 of all the improvements. IF the cost does exceed that percent, LESSEE may nevertheless repair, restore, and replace as above or may be notice elect instead to raze the improvements damaged or destroyed. Within 30 days after such notice, LESSOR may by notice elect to repair, restore, and replace as above, and LESSEE shall not raze until the expiration of the time for LESSOR's notice of election. All improvements shall become the Property of LESSOR upon the expiration or sooner termination this Lease; provided, however, at LESSOR's option, upon the expiration of this Lease, LESSEE shall remove all improvements from the Property and return the Property to its original condition. The completed work of maintenance, compliance, repair, restoration, or replacement shall be equal in value, quality, and use to the condition of the improvements before the event giving rise to the work, except as expressly provided to the contrary in this Lease. LESSOR shall not be required to furnish any services or facilities or to make any repairs or alterations of any kind in or on the Property. LESSOR's election to perform any obligation of LESSEE under this provision on LESSEE's failure or refusal to do so shall not constitute a waiver of any right or remedy for LESSEE's default, and LESSEE shall promptly reimburse, defend, and indemnify LESSOR against all liability, loss, cost, and expense arising from it. G. Nothing contained in this Article 4 or elsewhere in this Lease shall be deemed to impair or inhibit at any time the discretion of the City Council or the City Planning Commission, or other municipal bodies having jurisdiction, to grant, refuse to grant, or to impose conditions upon the LESSEE'S conditional use permit. 5. TERMINATION A. Notice of LESSEE's exercise of its right to terminate this Lease Agreement pursuant to Section 4B, above, shall be given to LESSOR in writing by certified mail, return receipt requested and shall be effective upon receipt of such notice by LESSOR. Such notice of termination shall be accompanied by a recordable Quitclaim Deed releasing all of LESSEE's interest (s) in LESSOR's Property. (1) Upon LESSOR's receipt of such a termination notice, this Lease Agreement shall terminate, and such termination shall relieve both parties of any further obligations under this Lease Agreement although each shall continue to have any and all remedies for any breach of a lease obligation which occurred prior to the date of termination. B. LESSEE, upon the expiration or termination of this Lease Agreement, shall, within a sixty (60) -day period, remove its personal property and fixtures and restore the Property to its original condition, reasonable wear and tear excepted. At LESSOR's option, when this Lease Agreement expires or is terminated and upon advance written notice to LESSEE, LESSEE shall leave LESSEE's improvements, other than its personal property and fixtures, to become the property of LESSOR. LESSOR may retain any advance rent until such removal and restoration have been completed to LESSOR's reasonable satisfaction, but LESSOR shall immediately thereafter refund any unearned rent (i.e. , rent unearned on the date such removal and restoration are completed) to LESSEE. 6. ASSIGNMENT AND SUBLETTING A. LESSEE shall not voluntarily or involuntarily assign, transfer or encumber its interest in this Lease Agreement or in the Property, or sublease all or any part of the Property, without LESSOR's prior written consent, which consent shall not be unreasonably withheld or delayed. Any assignee or sublessee shall expressly assume the obligations of this lease, and no such 410 assignment or subletting shall be deemed to release the original LESSEE from its obligations under this lease. B. Notwithstanding the preceding paragraph 6.A. , LESSEE shall not require LESSOR's consent in order to assign this lease, or to sublease, to LESSEE's general partners or to any "affiliate" of Los Angeles Cellular, or to any partnership in which Los Angeles Cellular or any "affiliate" of Los Angeles Cellular participates. As used herein, an "affiliate" of Los Angeles Cellular shall mean any entity which controls, is controlled by, or is under common control with Los Angeles Cellular. FIRE QR OTHER CASUALTY A. LESSEE shall be required to purchase fire and extended coverage insurance for all of its equipment and fixtures in the Property at their full replacement value and shall purchase liability insurance with a combined single limit of One Million Dollars ($1, 000, 000. 00) , which limit may be increased from time to time as reasonably required by LESSOR's risk manager. Such liability insurance policy shall name the City as an additional insured. 8,_ MUTUAL RELEASE; WAIVERS Off' SUBROGATION A. Each party hereby releases the other and the other's partners, affiliates, agents and employees from liability or responsibility for any loss or damage resulting from any cause or hazard with respect to which fire and extended coverage insurance is required to be carried pursuant to Article 7 of this Lease Agreement including any loss of damage resulting from any loss of the use of any property. These releases shall apply between the parties, and they shall also apply to any claims under or through either party as a result of any asserted right of subrogation. B. All policies of insurance obtained by either party pursuant to Article 7 of this Lease Agreement shall include a clause or endorsement waiving the insurer's rights of subrogation against the other party. 9 . UTILITIES LESSEE shall be responsible directly to the serving entities for all utilities required for LESSEE's use of the Property, and LESSEE shall arrange for the separate metering of electric service and any other utilities to the Property. 10. INDEMNITIES A. Subject to Article 8 above, LESSEE shall indemnify LESSOR against and hold LESSOR harmless from any and all claims of liability for or loss from personal injury and/or property damage to the extent such claims result from or arise out of the use and/or occupancy of the Property by LESSEE. Notwithstanding the preceding, LESSEE does not indemnify LESSOR against any claim to the extent that it arises from or in connection with any negligent or intentional conduct of LESSOR or of any agent, servant or employee of LESSOR. B. Subject to Article 8 above, LESSOR shall indemnify LESSEE against and hold LESSEE harmless from any and all claims of liability for or loss from personal injury and/or property damage to the extent such claims result from or arise out of the use and/or occupancy of LESSOR' s Property by LESSOR. Notwithstanding the preceding, LESSOR does not indemnify LESSEE against any claim to the extent that it arise from or in connection with any negligent or intentional conduct of LESSEE or of any agent, servant or employee of LESSEE. C. With respect to Sections 10A and 10B, above, the indemnifying party (in each case) shall defend any claim against 9 110 the indemnified part with respect to any indemnified matter and any claim with respect to any such matter in which the indemnified party may be impleaded and shall pay and discharge any judgments, orders and/or decrees which may be recovered against the indemnified party in connection with any indemnified matter. 11. NOTICES A. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested, addressed as follows (or to any other mailing address which the party to be notified may designate to the other party by such notice) . Should LESSOR or LESSEE have a change of address, the other party shall immediately be notified as provided in this paragraph of such change. LESSEE: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attn: Vice President of Operations & Engineering LESSOR: City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90274- 5391 (1) The following data is informational only and may be changed in the manner described above for altering mailing addresses. Street addresses (if such addresses are different from the parties' mailing addresses) and phone numbers where the parties may be contacted are as follows: LESSEE: 6045 East Slauson Avenue Los Angeles, California 90040 (213) 721-3939 Contact: Real Estate Manager LESSOR: (213) 377-0360 If the address or phone number where either party may be contacted is changed, such party will immediately notify the other party of such change. 12 . SALE OR TRANSFER BY LESSOR Should LESSOR, at any time during the term of this Lease Agreement, sell, lease, transfer or otherwise convey all or any part of LESSOR's Property to any transferee other than LESSEE, then such transfer shall be under and subject to this Lease Agreement and LESSEE's rights hereunder, and any transfer by LESSOR of any portion of LESSOR's Property underlying the easement herein granted shall be under and subject to the rights of LESSEE in and to such easement. 13 . RECORDING Notice of this Lease Agreement shall be placed in the public record by LESSEE's recording a "Memorandum of Lease Agreement" in the form which is attached hereto as Exhibit "B" . Such document shall be executed by the parties before a notary at the same time as this Lease Agreement is executed. LESSEE shall have such document recorded at the County Recorder's Office in the county where the Property is located. 14 . MISCELLANEOUS PROVISIONS A. LESSOR represents, covenants and warrants that LESSEE, • 411 11111 1 ' . uponpaying the rent and performing the covenants herein provided, shall peaceably and quietly have, hold and enjoy the Property. LESSOR shall have the right to install or permit the installation of other antennae and antenna structures on LESSOR's Property provided that all such antennae comply with all applicable federal, state and local rules and regulations, and provided further, that if any such antenna or antenna structure interferes with LESSEE's use of the Property, LESSOR shall cause such additional antenna or antenna structure to be modified so that it shall not interfere with LESSEE's use of the Property, or it shall be removed. B. It is agreed and understood that this Lease Agreement contains all agreements, promises and understandings between LESSOR and LESSEE, and no verbal or oral agreements, promises or understandings shall or will be binding upon either LESSOR or LESSEE, and any addition, variation or modification to this Lease Agreement shall be void and ineffective unless made in writing and signed by the parties hereto. C. This Lease Agreement and the performance hereof shall be governed, interpreted, construed and regulated by the laws of the State of California. D. This Lease Agreement, and each and every covenant and condition of this Lease Agreement, is intended to benefit the Property and shall extend to and bind the heirs, personal representatives, successors and assigns of the parties hereto. E. The parties agree that all of the provisions hereof shall be construed as both covenants and conditions, the same as if the words importing such covenants and conditions had been used in each separate paragraph. F. The language of all of the parts of this Lease Agreement shall be construed simply and according to its fair meaning, and this Lease Agreement shall never be construed either for or against either party. G. At LESSOR's option, this Lease Agreement shall be subordinate to any mortgage by LESSOR which from time to time may encumber all or any part of the Property or of the easement, provided that every such mortgagee shall recognize (in writing and in a form acceptable to LESSEE's counsel) the validity of this Lease Agreement in the event of a foreclosure of LESSOR's interest and also LESSEE's right to remain in occupancy and have access to the Property as long as LESSEE is not in default of this Lease Agreement. LESSEE shall execute whatever instruments may reasonably be required to evidence this subordination. H. If LESSOR substantially breaches any material covenant, agreement or promise contained in this Lease Agreement or contained in any mortgage or deed of trust superior to LESSEE's estate hereunder (other than any mortgage or deed of trust as to which LESSEE has obtained a nondisturbance agreement in accordance with Section G) or contained in any lease under which LESSOR holds title to any portion of LESSOR's Property and if LESSOR fails to commence to cure such breach within thirty (30) days after receiving a written notice exactly specifying the violation from LESSEE (or if LESSOR fails thereafter to diligently prosecute the cure to completion) , then LESSEE may enforce any and all of its rights and/or remedies hereunder or by law provided or it may (although it shall not be obligated to do so) cure LESSOR's breach and/or perform its obligations (on LESSOR' s behalf and at LESSOR's expense) and deduct from its rent or require the LESSOR to reimburse all reasonable costs and expenses incurred in connection with such cure and/or performance plus interest (from the date that such costs and expenses are incurred until reimbursement) at ten percent (10%) per annum. I. If any portion of this Lease Agreement is declared by a . ! . . 4IM 111 . . court of competent jurisdiction to be invalid or unenforceable, then such portion shall be deemed modified to the extent necessary in such court's opinion to render such portion enforceable and, as so modified, such portion and the balance of this Lease Agreement shall continue in full force and effect. J. If either part institutes any action or proceeding in court to enforce any provision(s) hereof, or any action for damages by reason of any alleged breach of any of the provisions hereof, then the prevailing party in any such action or proceeding shall be entitled to receive from the losing party such amount as the court may adjudge to be reasonable attorneys' fees for the services rendered to the prevailing party, together with its other reasonable litigation costs and expenses. K. In addition to the other remedies provided for in this Lease Agreement, LESSOR and LESSEE shall be entitled to immediate restraint by injunction of any violation or attempted or threatened violation of any of the covenants, conditions or provisions herein contained. L. The captions of the articles and sections of this Lease Agreement are for convenience of reference only and shall not affect the interpretation of this lease or limit or amplify any of its terms or provisions. 15. DEFAULTS AND REMEDIES A. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by LESSEE: (1) The abandonment of the Property by LESSEE. (2) The failure by LESSEE to make any payment of rent or any other payment required to be made by LESSEE hereunder, as and when due, where such failure shall continue for a period of three (3) business days after written notice thereof is received by LESSEE. (3) The failure by LESSEE to observe or perform any of the covenants, conditions or provisions of this lease to be observed or performed by LESSEE, other than as described in Subsection 15 A (2) , above, where such failure shall continue for a period of thirty (3 0) days after written notice thereof is received by LESSEE; provided, however that if the nature of LESSEE's default is such that more than thirty (30) days are reasonably required for its cure, then LESSEE shall not be deemed to be in default if LESSEE commenced such cure within said thirty (30) -day period and thereafter diligently prosecutes such cure to completion. (4) The making by LESSEE of any general arrangement or assignment for the benefit of creditors, LESSEE becoming a "DEBTOR" as defined in 11 U.S.C. 101 or any successor statute thereto (unless, in the case of a petition filed against LESSEE, the same is dismissed within sixty (60) days) , the appointment of a trustee or receiver to take possession of substantially all of LESSEE's assets located at the Property or of LESSEE's interest in this lease, where possession is not restored to LESSEE within thirty (3 0) days, or the attachment, execution or other judicial seizure of substantially all of LESSEE's assets located at the Property or of LESSEE's interest in this lease, where such seizure is not discharged within thirty (30) days. B. In the event of any such material default or breach by LESSEE, LESSOR may at any time thereafter, with or without notice or demand and without limiting LESSOR in the exercise of any right or remedy which LESSOR may have by reason of such default or breach: (1) Terminate LESSEE's right to possession of the Property by any lawful means, in which case this lease shall . .,‘ 410 terminate and LESSEE shall immediately surrender possession of the Property to LESSOR. In such event, LESSOR shall be entitled to recover from LESSEE all damages incurred by LESSOR by reason of LESSEE's default including, but not limited to, the cost of recovering possession of the Property, expenses of reletting including necessary renovation and alternation of the Property, and reasonable attorney's fees and the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that LESSEE proves could reasonably be avoided. (2) Maintain LESSEE's right to possession in which case this lease shall continue in effect whether or not LESSEE shall have abandoned the Property. In such event, LESSOR shall be entitled to enforce all of LESSOR's rights and remedies under this lease, including the right to recover the rent as it becomes due hereunder. (3) Pursue any other remedy now or hereafter available to LESSOR under the laws or judicial decisions of California. Unpaid installments of rent and other unpaid monetary obligations of LESSEE under the terms of this lease shall incur a five percent (5%) late charge if not paid within, and bear interest from, three (3) business days after LESSEE receives notice that they are overdue at the maximum rate then allowable by law. (4) In the event of the occurrence of any of the events specified in Section 15 A, above, if LESSOR shall not choose to exercise, or by law shall not be able to exercise, its rights hereunder to terminate this lease upon the occurrence of such events, then, in addition to any other rights of LESSOR hereunder or by law, neither LESSEE, as debtor-in-possession, nor any trustee or other person (hereinafter collectively called the "Assuming LESSEE") shall be entitled to assume this Lease unless, on or before the date of such assumption, the Assuming Lessee (a) cures, or provides adequate assurance that the Assuming Lessee will promptly cure any existing default under this lease, (b) compensates, or provides adequate assurance that the Assuming Lessee will promptly compensate, LESSOR for any pecuniary loss (including, without limitation, attorneys' fees and disbursements) resulting from such default, and (c) provides adequate assurance of future performance under this lease, it being covenanted and agreed by the parties that, for such purposes, any cure or compensation shall be effected by the immediate payment of any monetary default or any required compensation, or the immediate correction or bonding of any nonmonetary default; any "adequate assurance" of future performance shall be effected by the establishment of an escrow fund for the amount at issue or by bonding, it being covenanted and agreed by LESSOR and LESSEE that the foregoing provision is a material part of this lease. 16. ESTOPPEL CERTIFICATES Each party, within ten (10) days after notice from the other party, shall execute and deliver to the other party, in recordable form, a certificate stating that this lease is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. The certificate also shall state the amount of annual rent, the dates to which the rent has been paid in advance, and the amount of any prepaid rent. Failure to deliver the certificate within the ten (10) -day period shall be conclusive upon the party failing to deliver the certificate, for the benefit of the party requesting the certificate and any successor to the party requesting the certificate, that this lease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate. (SIGNATURE PAGE FOLLOWS) • 41/ ' 411 IN WITNESS WHEREOF, LESSOR and LESSEE have duly executed this Lease Agreement on the day and year first above written. LESSOR: CITY OF RANCHO PALOS VERDES By: Name: Attest: Name: City Clerk Approved as to form: Name: Assistant City Attorney LESSEE: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership It0 C-2By: e VII 0 `� - Its: President and General Manager ranc2 .lse 88161 1302007 R - 777 411 - 611,. bit Ai TICOR TITLE INSURANCE COMPANY OF CALIFORNIA DESCRIPTION: THAT PORTION OF BLOCK "H" , AS SHOWN ON MAP OF THE RANCHO LOS PALOS VERDES, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ALLOTTED TO JOTHAM BIXBY, BY DECREE IN PARTITION IN THE ACTION "BIXBY, ET AL. VS. VEN, ET AL" , CASE NO. 2373, IN THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES AND ENTERED IN BOOK 4 PAGE 57 OF JUDMENTS, IN THE SUPERIOR COURT OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT, SAID POINT BEING THE COUNTY OF LOS ANGELES, TRIANGULATION MONUMENT SAN PEDRO HILLS D-7 , AND HAVING STATE COORDINATES OF NORTH 4,019 , 330 . 05, EAST 4,164, 224 .94, SAID POINT BEING LOCATED ON A POINT OF LAND NORTH OF PALOS VERDES DRIVE, OVERLOOKING POINT VICENTE LIGHTHOUSE; THENCE NORTH 53 DEGREES 31 MINUTES 58 SECONDS EAST 415 . 07 FEET TO THE CENTER OF THE NORTHWEST GUN TURRET OF BATTERY 240 ; THENCE NORTH 51 DEGREES 59 MINUTES 13 SECONDS EAST 55 . 00 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 56 . 15 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 36 DEGREES 00 MINUTES 43 SECONDS EAST 19 . 31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 105. 00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS, A DISTANCE OF 111 .73 FEET; THENCE SOUTH 83 DEGREES 01 MINUTES 10 SECONDS EAST 69 . 38 FEET; THENCE SOUTH 86 DEGREES 20 MINUTES 48 SECONDS EAST 212. 34 FEET; THENCE NORTH 01 DEGREES 46 MINUTES 52 SECONDS WEST 109 .94 FEET; THENCE NORTH 81 DEGREES 44 MINUTES 11 SECONDS EAST 278 . 53 FEET; THENCE SOUTH 88 DEGREES 50 MINUTES 35 SECONDS EAST 60. 40 FEET; THENCE SOUTH 71 DEGREES 55 MINUTES 48 SECONDS EAST 57 . 83 FEET; THENCE SOUTH 62 DEGREES 00 MINUTES 18 SECONDS EAST 226 . 14 FEET; THENCE NORTH 62 DEGREES 19 MINUTES 00 SECONDS EAST 84. 12 FEET TO A POINT IN THE SOUTH RIGHT-OF-WAY LINE OF HAWTHORNE BOULEVARD, SAID POINT BEING A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 550.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 02 DEGREES 18 MINUTES 26 SECONDS, A DISTANCE OF 22 . 15 FEET; THENCE SOUTH 62 DEGREES 19 MINUTES 00 SECONDS WEST 79 . 98 FEET; THENCE SOUTH 84 DEGREES 31 MINUTES 12 SECONDS WEST 216 . 25 FEET; THENCE NORTH 02 DEGREES 24 MINUTES 09 SECONDS WEST 55. 04 FEET; THENCE NORTH 87 DEGREES 34 MINUTES 50 SECONDS WEST 231. 16 FEET; THENCE SOUTH 02 DEGREES 23 MINUTES 42 SECONDS EAST 78.06 FEET; THENCE NORTH 83 DEGREES 00 MINUTES 49 SECONDS WEST 166 . 47 FEET; THENCE NORTH 86 DEGREES 20 MINUTES 48 SECONDS WEST 212. 35 FEET; THENCE NORTH 83 DEGREES 01 MINUTES 10 SECONDS WEST 69 .96 FEET TO A POINT BEING A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 85 . 00 FEET; THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS, A DISTANCE OF 90 . 54 FEET; THENCE SOUTH 36 DEGREES 00 MINUTES 43 SECONDS WEST 25.04 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 20 . 80 FEET TO THE TRUE POINT OF BEGINNING. 8525159 PAGE 04 OF 4 EXHIBITA -z- •, • I• . 0 ! • . • •0' RTI: THAT PORTION OF BLOCK "H", AS SHOWN ON MAP OF THE RANCHO LOS PALOS VERDES, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ALLOTTED TO JOTHAM BIXBY, BY DECREE IN' PARTITION IN THE ACTION "BIXBY, ET AL. VS. VEN, ET AL", CASE NO. 2373, IN THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE OF CALIFORNIA, IN 'AND FOR THE COUNTY OF LOS ANGELES AND ENTERED IN KOOK 4 PAGE 57 OF JUDGMENTS, IN THE SUPERIOR COURT OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT, SAID POINT BEING THE COUNTY OF LOS ANGELES, TRIANGULATION MONUMENT SAN PEDRO HILLS D-7, AND HAVING STATE COORDINATES OF NORTH 4,019,330.05, EAST 4,164,224.94, SAID POINT BEING LOCATED ON A POINT OF LAND NORTH OF'PALOS VERDES DRIVE, OVERLOOKING POINT V I CENTE LIGHTHOUSE; THENCE H 53'31'58"E 415.07 FEET TO THE CENTER OF THE NORTHWEST GUN TURRET OF BATTERY 240; THENCE N 51'59'13"E 55.00 FEET; THENCE N 38'00'47"W 56.15 FEET TO THE TRUE POINT OF BEGINNING; THENCE N 36'00'43"E 19.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 105.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60•58•07“, A DISTANCE OF 111.73 FEET; THENCE S 83'01'10"E 69.38 FEET; THENCE S 86'20'48"E 212.34 FEET; THENCE N 01'46'52"W 109.94 FEET; THENCE N 81'44'11"E 278.53 FEET; THENCE S 68'50'35"E 60.40FEET; S 71'55'48"E 57.83 FEET; THENCE S 62'00'18"E 226.14 FEET; THENCE N 62'19'00"E 84.12 FEET TO A POINT IN THE SOUTH RIGHT-OF-WAY LINE OF HAWTHORNE BOULEVARD, SAID POINT BEING A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 550.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 02'18'26", A DISTANCE OF 22.15 FEET; THENCE, S62'19'00"W 79.98 FEET; THENCE, S 84'31'12"W 216.25 FEET; THENCE N 02'24'09"W 55.04 FEET; THENCE N 87'34"50"W 231. 16 FEET; THENCE S 02'23'42"E 78.06 FEET; THENCE N 83'00149"W 166.47 FEET; THENCE N 86'20'48"W 212.35 FEET; THENCE N 83'01'10"W 69.96 FEET TO A POINT BEING A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 85.00 FEET; THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 60'58'07", A DISTANCE OF 90.54 FEET; THENCE S 36'00'43"W 25.04 FEET; THENCE N 38'00'47"W 20.80 FEET TO THE TRUE POINT OF BEGINNING. DESCRIPTION OF LEASE SITE: THAT PORTION OF THE ABOVE DESCRIBED UNDERLYING PROPERTY DESCRIBED AS FOLLOWS; COMMENCING AT A POINT ON THAT CERTAIN NORTHERLY LINE OF SAID UNDERLYING PROPERTY RECITED AS N 81'44.11"E 278.53 FEET DISTANT THEREFROM N 81'44'11"E 79.30 FEET FROM ITS WESTERLY MOST TERMINUS THEREOF; THENCE S 02'50109"E 11.17 FEET TO A POINT, SAID POINT BEING A CORNER OF AN EXISTING TWO-STORY BUILDING AND SAKE POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE, AIONG THE BUILDING WALL, 1. S 02'50'09"E 3.00 FEET; THENCE, 2. S 87'09'57"W 29.00 FEET; THENCE, 3. N 02'50'09"W 16.00 FEET PASSING THROUGH THE ABOVE MENTIONED NORTHERLY LINE OF SAID UNDERLYING PROPERTY; THENCE, 4 . N 87'09'15"E 29.00 FEET; THENCE, 5. S 02'50'09"E 13.00 FEET TO THE POINT OF BEGINNING; CONTAINING 464 SQUARE FEET; 0. 011 ACRES. DESCRIPTION OF LEASE SITE: (ALTERNATE SHELTER SITE) THAT PORTION OF THE ABOVE DESCRIBED UNDERLYING PROPERTY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THAT CERTAIN NORTHWESTERLY LINE OF SAID UNDERLYING PROPERTY RECITED AS N 01'46'52"W 109.94 FEET DISTANT THEREFROM N 01'46'52"W 26.75 FEET FROM ITS SOUTHERLY TERMINUS THEREOF; THENCE N 88'13'08"E 80. 54 FEET TO A POINT, SAID POINT BEING A CORNER OF AN EXISTING TWO STORY OFFICE BUILDING; THENCE, S 02'50'09"E 14 .00 FEET TO POINT OF BEGINNING OF THIS DESCRIPTION; THENCE, ) A 1. S 87"09'51"W 13.00 FEET; THENCE, :4 IP, 2. S 02'50'09"E 15.00 FEET; THENCE, • 3. N 87'09151"E 30.00 FEET; THENCE, 4 . N 02'50'09"W 15.00 FEET; THENCE, LACT CELL SITE 124. 1 5. S 87'09'51"W 17.00 FEET TO POINT OF BEGINNING. 30940 HAWTHORNE BLVD. CONTAINING 450.00 SQUARE FEET; 0. 01 ACRES. RANCH PALOS VERDES, CA GPA GROUP, INC . 4000 SANTA ANITA AVE. SUITE E W.O. 501 GORDON N. POWERS A.M. 32077 „. . . . EXHIBIT „All : - � •• N 2 of a, , c4 tt1/4 ..: • k 4, W . ..L':, "//:#.�f ' o b kk [ 4: 't cn . • ' o ,(\\ -1":1A -,,_....., /' , .•‘. q.4. 't "6': ?. Z • ' \ a. 5 14 ,k . :t14 \ :1) \P*1 Z N K en- • . ., ..„ . . . 1 lb i 41",— —\N„,, /'r tom. . r ii) („3 ci,ki % t"1 Nit , T\:.,________, i `r:. in L— .;`‘;,/ , • k '• k k .. -1,c----- :.. , k .......-,--7- . . . k ‘. ' ‘,4 ci o i,, . . ,.. t° k k k ‘1, . : . ,k) cn • o .., .. ik - 1 ,s. k '..• : o )z .41 k • k.) Cl 1 ''). ' ... ,,., s, .:. , .: ii -4 .. ... , ,,.:.... . o .. � ...:: ... o : 14 • '.. k 1 .. . . . '§ • . -0 : ' .t'A%. k, • • .•�:___'�12:: � �X1,1`� % 4, 4 • ': •h � v k \ .,.. stt,4' h 44` : : .: .. < 4'1 LA, ..:• • , . k ........ ,i c, 14 (\I ic ,,,_, . /47 ii 5 >-- Z --C=====. 0o SITE SURVEY PLAN ti SCALE : I” = 60s , 6 z 8 •:,1;%4\ii, y0 fig LACT CELL SITE 124.1 ani 30940 HAWTHORNE BLVD. i. RANCHO PALOS VERGES, CA i\'Z'c) GPA GROUP, INC . 4900 SANTA ANITA AVE. SUITE E �e : 17j WO. 501 GORDON N N. POWERS A.C.E, 32077 � EXHIBIT , , 410 3 OF 4 \ . - \ . - \ ,N N. - I \\...,„_.....................a. S'A' P'AYEv i o�. a /WA'/e/A/6 —7.--4.-- .4) N N N / / ' Ex. r,rA,vsF. / ...___________, / r- 1 / L_-:=1 / EX. PROP•4NE ivop°50' 09 '�W—�- Z,, TANK (TO CfEI 7�'pp/ / REGPC,ATEOJ I 0 Iii III / N r1 / 4 >-------,------ - IN t4,-!E�'i'1 I"`' 1 I ��GEN. SET L�J O 1L _ _ .- I k) F,a cis i r Y iA k SHEC TER ` 1 st. 6\ I 1G3� 34(9. � >--- Ir___._, tic:, FF 349 �3 EX. 75 K�'.4 I 7R,19AhcP. i �j ��C j ; � /47c1 . 7\-7 �"r�4.�CL..:3 ''C�"'C�"R� 0,-., //. 4/7 ���r� 3OpiN /3. 00 e Z s ro.P r' \ OPP/CF SLOG 1 � >- SITE >......... Z ..ii,..-c-------------. 's' ..>—.._,,,...„______........_ i LOCATION PLAN ...........____________Tri............. I SCALE : I = idI $ 1 \ LACT CELL SITE 124. 1 30940 HAWTHORNE BLVD. RANCHO PALAS VERDES, CA GPA GROUP, INC . 4900 SANTA ANIU AVE. SUITE E :11::;44!::!!mies.mi • • GORDON N. POWERS R.C.E. 3207 L.A. _LAOS. L L SEL U AR Los Angeles CellularTelephone Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering 1 ;b'f S MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum of Lease") is made this day of 1928_, between ty f. VGS as Landlord ("Landlord") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as Tenant ("Tenant"),"), who agree as follows: Landlord has leased to Tenant and Tenant has leased from Landlord those certain portions of that certain Property, more particularly described in the Lease ("Premises"), in the City of Gh© p v. , County of e1es____, State of California, commonly known as 31•A 0 • . •. •- • ;•• •. . . - SO- •• 7 •-�- , more particularly described in Exhibit "A"attached hereto("Property"), for a term commencing on ,19_ ,and ending five (_5_)years thereafter("Initial Term"),with an option of Tenant to extend the Initial Term for two (..2_._) consecutive periods of five (J__) years each ("Additional Terms"), on the terms and conditions set forth in said Lease, all the terms and conditions of which Lease, including, without limitation,the Easements as more particularly described therein,are made a part hereof as though fully set forth herein. During the Initial Term and any Additional Terms of the Lease, Landlord shall not subordinate the Lease to any deed of trust or other Senior Interest without obtaining a Non-Disturbance and Attornment Agreement from the proposed lender or other Senior Interest holder, nor shall it permit the construction of any improvements on any property controlled by Landlord which might interfere or compete with Tenants use of the Premises,including the optimum functioning of its Communications Facility located thereon, all as more fully set forth in the Lease. Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or all of the Communications Facility and/or any of Tenant's furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith ("Equipment Financing")and/or to assign or pledge Tenant's interest in this Lease and the Premises,including the Easements,to anyperson or entity for purposes of financingits equipment or for the operationof its p business("Leasehold Assignment ),and to record against Tenants interest in the Premises any instruments or documents as may be required with respect to such Equipment Financing or Leasehold Assignment. Landlord understands and agrees that Landlord shall not acquire any right to or interest in the Communications Facility and/or any of Tenant's furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith notwithstanding the law of fixtures and/or the manner in which same are affixed to or placed on the Premises or otherwise.Accordingly,Landlord understands and agrees that Landlord shall not grant,create or ur ort to grant or p p create any security interest whatsoever in the Communications Facility and/or any of Tenant's furniture,fixtures,equipment and/ or other property utilized or to be utilized in connection therewith. This Memorandum of Lease is prepared for the purpose of recordation,and in no way modifies the provisions of the Lease. IN WITNESS WHEREOF,the parties have executed this Memorandum of Lease on the date first above written. LANDLORD: TENANT: City nf_Barchn Pa 1 n. Verdes _ LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership • By: _____ By. (4 jv -ow\ 1 p• Its: Its: President and General Manager By: Its: [Acknowledgments to be affixed to this signature page.] [Legal Description of Property to be attached as Exhibit "A" to this document] 1/ Los Angeles Cellular Telephone Company 1988 f � r k • . '� t r !II 88161 1302007X- �U� - r q C 777 TICOR TITLE INSURANCE COMPANY OF CALIFORNIA 333 S. GRAND AVE. , SUITE 700 , LOS ANGELES, CA. 90071 TEL. ( 213) 617-6300 JUNE 9 , 1988 TO: TICOR TITLE INSURANCE COMPANY OF CALIFORNIA 333 SOUTH GRAND, STE. 700 LOS ANGELES, CALIFORNIA 90071 ATTENTION: JACK WORTHINGTON YOUR REFERENCE: 8347062 OUR NO. : 8525159 APPLICATION F OR A POLICY JF IN RESPONSE TO THE ABOVEREFERENCED T1TLTITLEIvS�R�NC� INSURANCE,r E, TICOR TITLE INSURANCE COMPANY OF CALIFORNIA HEREBY REPORTS THAT IT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A POLICY OR POLICIES OF TITLE INSURANCE DESCRIBING THE LAND AND THE ESTATE OR INTEREST THEREIN HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY DEFECT, LIEN OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND � STIPULATIONS OF SAID POLICY FORMS . THE PRINTED EXCEPTIONS AND EXCLUSIONS FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH ON THE ATTACHED COVER. COPIES OF THE POLICY FORMS SHOULD BE READ. THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY * IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. DATED AT 7 : 30 A.M. AS OF JUNE 3 , 1988 TITLE OFFICER: NATE GLOVER AND CLARK MC KINNON PHONE NO. ( 213) 617-6389 THE FORM OF POLICY OF TITLE INSURANCE CONTEMPLATED BY THIS REPORT IS: CLTA STANDARD COVERAGE POLICY - 1973 (AMENDED 12-6-85 AND 2-20-86) TITLE TO THE ESTATE OR INTEREST REFERRED TO HEREIN, AT THE DATE HEREOF, IS VESTED IN: CITY OF RANCHO PALOS VERDES. 1 ,4 NCI 411 88161 1302007 TICOR TITLE INSURANCE COMPANY OF CALIFORNIA THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A FEE. AT THE DATE HEREOF EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS CONTAINED IN SAID POLICY FORM WOULD BE AS FOLLOWS: GENERAL AND SPECIAL COUNTY AND/OR CITY TAXES FOR THE FISCAL YEAR 1� 1987-1988 ARE UNASSESSED INASMUCH AS SAID LAND IS OWNED BY CITY OF RANCHO PALOS VERDES. 2. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3 . 5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. 3. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES , IN FAVOR OF : COUNTY OF LOS ANGELES (NO REPRESENTATION IS MADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) FOR : ROAD __ RECORDED • NOVEMBER 4 , 1964 AS INSTRUMENT NO. 5377 AFFECTS • THAT PORTION OF SAID LAND DESCRIBED AS FOLLOWS : BEGINNING AT THE NORTHEASTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESIGNATED AS TRACT NO. 240 AND DESCRIBED IN THE FINAL JUDGMENT IN CIVIL NO. 2150-1 , RECORDED IN BOOK 20216 PAGE 103 , OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE NORTHEASTERLY BOUNDARY OF SAID CERTAIN PARCEL, SOUTH 7 DEGREES 52 MINUTES 04 SECONDS WEST 181 . 01 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, HAVING A RADIUS OF 550. 00 FEET; THENCE SOUTHERLY AND SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLES OF 65 DEGREES 17 MINUTES 20 SECONDS, AN ARC DISTANCE OF 626 . 73 FEET TO THE NORTHWESTERLY CORNER OF A PARCEL OF LAND DESIGNATED AS TRACT NO. A-101 AND DESCRIBED IN THE DECLARATION OF TAKING, RECORDED IN BOOK 44965 PAGE 87, OFFICIAL RECORDS OF SAID RECORDER' S OFFICE; THENCE NORTH 57 DEGREES 31 MINUTES 24 MINUTES WEST 104 . 38 FEET; THENCE NORTH 48 DEGREES 27 MINUTES 05 SECONDS WEST 114 . 28 FEET TO THE BEGINNING OF A CURVE, HAVING A RADIUS OF 575 FEET AND CONCENTRIC WITH THE CURVE FIRST ABOVE DESCRIBED; THENCE NORTHWESTERLY ALONG SAID CURVE, FROM A TANGENT BEARING NORTH 35 DEGREES 13 MINUTES 11 SECONDS WEST, THROUGH A CENTRAL ANGLE OF 28 DEGREES 38 MINUTES 52 SECONDS , A DISTANCE OF 287 . 50 FEET; THENCE ALONG A NON-TANGENT LINE, NORTH 12 DEGREES 24 MINUTES 56 SECONDS EAST 104 . 14 FEET TO A POINT IN SAID NORTHEASTERLY BOUNDARY LINE OF TRACT NO. 240 ; THENCE NORTH 66 DEGREES 29 MINUTES 55 SECONDS WEST 146 .85 FEET; THENCE NORTH 7 DEGREES 52 MINUTES 04 SECONDS EAST 142 . 47 FEET TO THE NORTHERLY BOUNDARY OF SAID TRACT NO. 240 ; THENCE NORTH 82 DEGREES 28 MINUTES 30 SECONDS EAST 745 . 21 FEET TO THE POINT OF BEGINNING. • • 88161 1302007 R • !II 747 TICOR TITLE INSURANCE COMPANY OF CALIFORNIA 4 . WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS. 5 . PURSUANT TO SECTIONS 480 . 3 AND 480 . 4 OF THE REVENUE AND TAXATION CODE, THE COUNTY RECORDER' S OFFICE WILL LEVY AN ADDITIONAL $20 . 00 RECORDING FEE UPON ALL DOCUMENTS THAT ARE NOT IN COMPLIANCE WITH SAID CODE. TO AVOID BEING ASSESSED THE ADDITIONAL FEE, PLEASE HAVE THE BUYER OR TRANSFEREE COMPLETE THE PRELIMINARY CHANGE OF OWNERSHIP REPORT AND ATTACH TO THE APPROPRIATE DOCUMENT. NOTE 1: THIS IS A STANDARD FORM REPORT ONLY. IT WILL BE SUPPLEMENTED TO REFLECT SUCH ADDITIONAL MATTERS AS ARE DISCLOSED BY OUR FIELD J I TV ESTIGAi'ION AND EXTENDED COVERAGE SURVEY SUPPLIED BY THE CUSTOMER. INVESTIGATION IN ORDER TO AVOID ANY LAST MINUTE DELAY, SAID SURVEY SHOULD BE SUBMITTED WELL IN ADVANCE OF THE CONTEMPLATED CLOSING DATE, BECAUSE THE FIELD INVESTIGATION IS NOT MADE UNTIL AFTER THE SURVEY IS RECEIVED AND EXAMINED. 411 411 88161 1302007 R ' ' 777 TICOR TITLE INSURANCE COMPANY OF CALIFORNIA DESCRIPTION: THAT PORTION OF BLOCK "H" , AS SHOWN ON MAP OF THE RANCHO LOS PALOS VERDES, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ALLOTTED TO JOTHAM BIXBY, BY DECREE IN PARTITION IN THE ACTION "BIXBY, ET AL. VS. VEN, ET AL" , CASE NO. 2373, IN THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES AND ENTERED IN BOOK 4 PAGE 57 OF JUDMENTS, IN THE SUPERIOR COURT OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT, SAID POINT BEING THE COUNTY OF LOS ANGELES, TRIANGULATION MONUMENT SAN PEDRO HILLS D-7 , AND HAVING STATE COORDINATES OF NORTH 4,019 , 330 . 05, EAST 4 , 164 , 224 . 94 , SAID POINT BEING LOCATED ON A POINT OF LAND NORTH OF PALOS VERDES DRIVE, OVERLOOKING POINT VICENTE LIGHTHOUSE; THENCE NORTH 53 DEGREES 31 MINUTES 56 SECONDS EAST 415 . 07 FEET TO THE CENTER OF THE NORTHWEST GUN TURRET OF BATTERY 240 ; THENCE NORTH 51 DEGREES 59 MINUTES 13 SECONDS EAST 55 . 00 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 56 . 15 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 36 DEGREES 00 MINUTES 43 SECONDS EAST 19 . 31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 105 . 00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS, A DISTANCE OF 111 . 73 FEET; THENCE SOUTH 83 DEGREES 01 MINUTES 10 SECONDS EAST 69 . 38 FEET; THENCE SOUTH 86 DEGREES 20 MINUTES 48 SECONDS EAST 212 . 34 FEET; THENCE NORTH 01 DEGREES 46 MINUTES 52 SECONDS WEST 109 . 94 FEET; THENCE NORTH 81 DEGREES 44 MINUTES 11 SECONDS EAST 278 . 53 FEET; THENCE SOUTH 88 DEGREES 50 MINUTES 35 SECONDS EAST 60 . 4.0 FEET; THENCE SOUTH 71 DEGREES 55 MINUTES 48 SECONDS EAST 57 . 83 FEET; THENCE SOUTH 62 DEGREES 00 MINUTES 18 SECONDS EAST 226 . 14 FEET; THENCE NORTH 62 DEGREES 19 MINUTES 00 SECONDS EAST 84 . 12 FEET TO A POINT IN THE SOUTH RIGHT-OF-WAY LINE OF HAWTHORNE BOULEVARD, SAID POINT BEING A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 550.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 02 DEGREES 18 MINUTES 26 SECONDS, A DISTANCE OF 22 . 15 FEET; THENCE SOUTH 62 DEGREES 19 MINUTES 00 SECONDS WEST 79 . 98 FEET; THENCE SOUTH 84 DEGREES 31 MINUTES 12 SECONDS WEST 216 . 25 FEET; THENCE NORTH 02 DEGREES 24 MINUTES 09 SECONDS WEST 55 . 04 FEET; THENCE NORTH 87 DEGREES 34 MINUTES 50 SECONDS WEST 231 . 16 FEET; THENCE SOUTH 02 DEGREES 23 MINUTES 42 SECONDS EAST 78.06 FEET; THENCE NORTH 83 DEGREES 00 MINUTES 49 SECONDS WEST 166 . 47 FEET; THENCE NORTH 86 DEGREES 20 MINUTES 48 SECONDS WEST 212 . 35 FEET; THENCE NORTH 83 DEGREES 01 MINUTES 10 SECONDS WEST 69 . 96 FEET TO A POINT BEING A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 85 . 00 FEET; THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS, A DISTANCE OF 90. 54 FEET; THENCE SOUTH 36 DEGREES 00 MINUTES 43 SECONDS WEST 25. 04 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 20 . 80 FEET TO THE TRUE POINT OF BEGINNING. 3525159 ?AGE 04 ,881',61:1 1302.007 777 TICOR TITLE INSURANCE COMPANY OF CALIFORNIA 100 PER CENT RATE. 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DETAIL ,. o r l ,,` - • C.) , NO SCALE J e�«t,�e. 01° r . coot PART OF BLOCK H OF THE PARTITION �, tyt O C 7090 OF THE RANCHO LOS PALOS VERDES '/ i EAN 709 • D.C.C. 2373 C.S. 8134 �e� e. ti'• i RECORD OF SURVEY R.S. 78 - 66 ; Ji L,A.C,A. MAP NO. `,1 A . I - I ee` i'Ss FOR PREY. ASSM'T SEE: — — — — — — — — ,, ��S• 6. 58, • ,,,1A4 V^ 4!' '100! 1:' .95 tip/ Cf ASSESSOR'S r•4•, COUNTY OF LOS ANG