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Southern California Edison (SCE) Tower Co-Location Agreement (Los Angeles SMSA Limited Partnership) (Aug 1994) 411 9 k- TOWER CO-LOCATION AGREEMENT THIS TOWER CO-LOCATION AGREEMENT ( "Agreement" ) is made, entered into and effective as of the 1st day of August, 1994, by and between LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership ( "Sublessor" ) , and SOUTHERN CALIFORNIA EDISON, a California corporation ( "Sublessee" ) . WITNESSETH THAT: WHEREAS, pursuant to a certain "Building Lease Agreement" and "Addendum to Building Lease Agreement" dated February 16, 1988 (collectively, the "Master Lease" ) , the City of Rancho Palos Verdes ( "Master Lessor" ) leased to Sublessor certain space within a certain building, and antenna tower space adjacent to said building situated on a certain parcel of land located in the City of Rancho Palos Verdes, County of Los Angeles, State of California, commonly known as 30940 Hawthorne Boulevard, as legally described in Exhibit "A" attached hereto and incorporated herein by reference (annual rental amount and certain other terms deleted) (said building and land shall hereinafter be referred to as the "Property" ) . Said leased space consists of interior, secured space of approximately two hundred eighty (280) square feet of area, located on the first (1st) floor, together with antenna tower space adjacent to said building, and utility cable space as required to connect the first (1st) floor space to the antenna tower (said interior, antenna tower space and utility cable space shall hereinafter be referred to as the "Leased Property" ) . In addition, Master Lessor granted Sublessor an irrevocable, nonexclusive easement for ingress and egress and to install and maintain utility wires, cables, conduits and pipes between the Leased Property and the nearest public right-of-way. A copy of the Master Lease (annual rental amount and certain other terms deleted) is attached hereto as Exhibit "B" and incorporated herein by reference; WHEREAS, pursuant to a certain Building Lease Agreement, which agreement is being finalized ( "Sublessee' s Lease" ) , Master Lessor will lease to Sublessee certain space contained in the Property ( "Sublessee' s Premises" ) for the operation of a communications facility, which use necessitate antenna tower space similar to that constructed by Sublessor on the Leased Property (the "Tower" ) ; WHEREAS, the City of Rancho Palos Verdes has required that Sublessee locate its tower antenna equipment on the Tower and that Sublessor cooperate in furnishing space on the Tower for the operation of Sublessee' s contemplated facility; and WHEREAS, Sublessor is willing to sublease a portion of the Tower to Sublessee, and Sublessee desires to sublease such portion from Sublessor. i:yoih..obo.asctu 2o7j 1 0810194 i 411 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. Subleased Premises and Easement. Sublessor hereby subleases to Sublessee, on the terms and conditions hereinafter set forth in this Agreement, certain space on the Tower, two (2) locations at a height of eight (80) feet above the base of the Tower and one (1) location at fifty (50) feet above the base of the Tower (the "Premises" ) . Sublessor grants to Sublessee an irrevocable, nonexclusive easement during the term of this Agreement, to the extent it is legally able to do so and if required, for ingress and egress and to install and maintain utility wires, cables, conduits and pipes between Sublessee ' s Premises and the Premises. The Premises and said easement, if any, are depicted on Exhibit "C" which is attached hereto and incorporated herein by reference. 2 . Term and Rent. A. Initial Term and Base Rent. The term of this Agreement shall commence on August 1, 1994 and end on February 28, 1998 . As consideration for the rights granted to it under this Agreement, Sublessee shall pay to Sublessor annual rent ( "Annual Rent" ) of Eight Thousand Four Hundred and no/100 Dollars ($8, 400. 00) , which rent shall be paid in equal monthly installments, in advance, on the first day of each calendar month to Sublessor or to such other person, firm or entity as Sublessor may, from time to time, designate in writing at least thirty (30) days in advance of any rent payment date. Sublessee ' s obligation to pay rent commences on November 1, 1994 . If the obligation to pay rent ends on a day other than the first day of a calendar month, then the rent shall be prorated on the basis of a thirty (30) day month. B. Option. Sublessee is hereby granted an option . to extend the term of this Agreement on the same terms and conditions for an additional five (5) year period after the original term expires by giving Sublessor written notice of Sublessee' s intention to do so at least one hundred twenty (120) days prior to the date that the then-current term would otherwise end; provided, however, that the option granted herein shall only be effective to the extent that Sublessor has extended the term of the Master Lease to fully encompass the term extension exercised by Sublessee hereunder. C. Rental Adjustment. The parties agree that Annual Rent shall be adjusted as of June 1, 1995 and as of June 1st of each calendar year thereafter throughout the term of this Agreement and any extensions of such term (June 1st of each year beginning in 1995 being an "Adjustment Date" ) . In no event, however, shall the Annual Rent be decreased as a result of any i:\johnsoaioontracA 1207] 2 08/01/94 r• • ! 4111 adjustment provided herein. Rent Adjustments shall be made as follows: (1) The basis for computing each such adjustment (the "Base Index" ) shall be the Consumer Price Index (base year 1982-84 = 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 prior to June 1, 1994, in the case of the first Adjustment Date) . (2) Annual Rent payable commencing on each Adjustment Date until the next Adjustment Date shall be an amount determined by multiplying the Annual 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. (3) If the Index is revised so that the base reference index for a Current Index differs from the base reference index for the 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. 3 . Use of the Premises. A. Subject to Sublessor' s prior written consent to the configuration and type(s) of Sublessee' s antenna array and necessary appurtenances to be installed on the Premises, which consent shall not be unreasonably withheld or delayed, and provided Sublessee' s use does not materially and adversely affect Sublessor' s use of the Leased Property as a cellular communications facility, Sublessee may use the Premises for the sole purpose of constructing, maintaining, securing and operating its antenna array and necessary appurtenances in connection with Sublessee' s communications facility, and for any other uses which are incidental thereto. A description of Sublessee' s antenna array, its location on the Tower, and the frequencies to be utilized by such antennas and ancillary equipment is attached hereto as Exhibit "D" and incorporated herein by reference. Sublessor shall have the right to use the Tower for a cellular communications facility and for any other purpose which does not materially and adversely affect Sublessee' s use of the Premises as a communications facility. Modification of the Premises to meet Sublessee ' s needs, if any, shall be at Sublessee' s sole expense. Sublessee shall maintain the Premises in a reasonable i:yoba.o.loo.*rs%1 207j 3 0801A4 tl ., %, 110 410 condition throughout the term of this Agreement. Sublessor shall maintain in a reasonable condition throughout the term of this Agreement (i) the structural components of the Tower and (ii) all portions of the Tower other than the Premises. B. It is understood and agreed that Sublessee' s ability to use the Premises is dependent upon Sublessee ' s obtaining all of the certificates, permits, licenses and other approvals which may be required from any federal, state or local authority and/or any easements which are required from any third parties (collectively, the "Authorizations" ) . Sublessor shall cooperate with Sublessee, but at no expense to Sublessor, in its efforts to obtain the Authorizations, and Sublessor shall take no action which will adversely affect the status of the Premises with respect to Sublessee' s proposed uses thereof. If any application by Sublessee for any Authorization is finally denied or rejected, or if any Authorization is canceled, or expires, or lapses or is otherwise withdrawn or terminated, then Sublessee shall have the right to terminate this Agreement upon ten (10) days ' prior written notice to Sublessor. Sublessee' s right to occupy the Premises is expressly conditioned upon Sublessor' s review and approval of all Authorizations obtained by Sublessee, which approval shall not be unreasonably withheld or delayed. 4 . Master Lease. A. To the extent that the terms and conditions of the Master Lease are applicable to the Premises and are not inconsistent with the terms of this Agreement (which terms and conditions shall include, without limitation, the default and remedy provisions of the Master Lease) , and except as otherwise provided in this Agreement, such terms and conditions of the Master Lease are incorporated into and made a part of this Agreement as if Sublessor were the lessor thereunder, Sublessee were the lessee thereunder, and the Premises were the Leased Property. B. As between Sublessor and Sublessee only, Sublessee assumes and agrees to perform the lessee' s obligations under the Master Lease during the term hereof to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Master Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor pursuant to. this Agreement. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. So long as Sublessee is not in default of this Agreement, Sublessor shall be obligated to perform all of Sublessor' s obligations under the Master Lease to the extent that such obligations are not provided in this Agreement to be performed or observed by Sublessee. Furthermore, Sublessor shall exercise due diligence in attempting to cause Master Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. i:yon..o.n000aac6 120Tj 4 O&01A4 1 . R 4 111 411 C. Notwithstanding anything to the contrary contained elsewhere in this Agreement or the Master Lease, if the Master Lease terminates or expires prior to the termination or expiration of this Agreement, then this Agreement shall terminate _expiration between Sublessor and Sublessee on the effective date of the termination of the Master Lease. Sublessor shall give Sublessee notice of such termination or expiration of the Master Lease as provided herein. 5 . Sublessor' s Right To Terminate This Agreement. A. If (i) Sublessor is required by law, regulation or governmental authority to sublease a portion of the Tower to an unrelated third party, and (ii) such third party desires space on the Tower, and (iii) there is insufficient space on the Tower for Sublessor, Sublessee and such third party to operate their respective businesses, Sublessor shall have the right to terminate this Agreement pursuant to Paragraph 5.D. below. B. Sublessor and Sublessee agree that, as of the execution date of this Agreement, the Premises are not necessary or useful to Sublessor' s performance of its duties to the public as a public utility. Nevertheless, should the Premises during the term of this Agreement appear to be immediately and reasonably necessary to enable Sublessor to fulfill its duty to the public as a supplier of cellular telephone service, Sublessor shall have the right to terminate this Agreement pursuant to Paragraph 5 .D. below. C. If Sublessee ' s Lease is terminated for any reason prior to the expiration of the term of this Agreement, as same may be extended as provided herein, Sublessee or Sublessor shall have the right to terminate this Agreement upon thirty (30) days ' prior written notice to the other. D. If Sublessor elects to exercise its option to terminate this Agreement under Paragraphs 5 .A. or 5 .B. above, Sublessor shall notify Sublessee in writing of its election, and this Agreement shall terminate upon the earlier of (i) sixty (60) days after the date of such notice of termination, or (ii) the date on which Sublessee shall have removed all of its equipment from the Premises. 6 . Compliance. Sublessee shall at all times comply with all laws and ordinances and all rules and regulations of municipal, state and federal governmental authorities relating to the installation, maintenance, height, location, use, operation and removal of its improvements, or relating to its operations on the Property. 7 . Notification of Release of Hazardous Materials. A. Sublessor and Sublessee agree to promptly give written notice to each other and to Master Lessor of any. i:yohuoaloos act 120T 5 08/01/94 111 411 presence or known release of a "Hazardous Material" (as hereinafter defined) on the Property by any party; provided, however, neither Sublessor nor Sublessee shall be required to _conduct any physical inspections of the Property. Any notice given by either Sublessor or Sublessee pursuant to the immediately preceding sentence shall not be construed as an admission of responsibility for the release of such Hazardous Material (s) . In the event either party shall desire to install any tank or other equipment containing or formerly containing any Hazardous Material, said party shall give the other party twenty (20) days ' prior written notice of commencement of such installation. B. For purposes of this Agreement, "Hazardous Material (s) " shall mean any material or substance that is at any time defined or listed in, or otherwise classified pursuant to, any applicable federal, state or local laws or regulations (hereinafter referred to as the "Environmental Laws" ) , as a "hazardous material, " "hazardous substance, " "hazardous waste, " "infectious waste, " "toxic substance, " "toxic pollutant" or any other formulation intended to define, list or classify materials or substances by reason of deleterious properties such as ignitability,gn y, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity or "EP toxicity, " . including, without limitation, asbestos, polychlorinated bephenyls, petroleum products, petroleum by-products and wastes or by-products associated with the extraction, refining or use of petroleum or petroleum products, whether or not so listed or classified in such Environmental Laws. 8 . Condition of Site. Sublessor shall use its reasonable best efforts to operate and maintain the Leased Property in a manner which will not interfere with Sublessee' s reasonable use of the Premises. Upon expiration, cancellation or termination of this Agreement, Sublessee shall remove its equipment, antenna systems, fixtures and structures (collectively, "Sublessee' s Facilities" ) from the Premises at Sublessee' s cost and expense, and title to all of Sublessee' s Facilities shall remain in Sublessee and shall not be deemed to be fixtures constituting a part of. the Premises. Upon vacation of the Premises, Sublessee shall surrender the Premises in substantially the same and in as good a condition as received, except for ordinary wear and tear or damage to the Premises due to causes beyond Sublessee' s control. 9 . Insurance Fire and Other Casualties. A. Sublessee shall carry and maintain in full force and effect workers ' compensation insurance covering its employees and independent contractors and public liability insurance covering its activities on the Property against claims for personal injury and death in an amount of not less than $500, 000. 00 for injury or death of any one person, $1, 000, 000. 00 for total claims in any one occurrence and $1, 000, 000. 00 for property damage caused by acts of its agents, employees, i:yohuo loon mM2o7j 6 OV01/94 " . 411 411 _ licensees, independent contractors or invitees. Sublessee shall cause the Master Lessor to be named as an additional insured and shall deliver to the Master Lessor copies of all certificates .thereof. B. Sublessee shall require each of its independent contractors to carry and maintain in full force and effect worker ' s compensation insurance and public liability insurance, covering such independent contractor' s activities on the Property, against claims for personal injury and death in an amount of not less than $200, 000 . 00 for injury or death of any one person, $1, 000, 000 . 00 for total claims in any one occurrence and $1, 000, 000 . 00 for property damage caused by such independent contractor, its agents, employees or any other person or persons for whom such independent contractor is responsible. C. Sublessee shall, at its own cost and expense, maintain "all risk" insurance for the full replacement cost of all property (including fixtures) owned or installed by Sublessee and located on the Premises. Sublessee shall provide Sublessor with satisfactory evidence of such insurance. D. Sublessor shall, at its own cost and expense, maintain "all risk" insurance for the full .replacement cost of the Tower and all other property (including fixtures) owned or installed by Sublessor . and located on the Tower (excluding any property which Sublessee is obligated to insure in accordance with Paragraph 9 .C. above) . Notwithstanding the foregoing, Sublessor may elect to self-insure against the risks described in this Paragraph 9 .D. E. If the Tower, or access to it, is damaged or destroyed by fire or other casualty covered by the form of fire and extended coverage insurance maintained by Sublessor, Sublessor shall promptly commence appropriate repairs, restoration and/or reconstruction (to be diligently prosecuted to completion entirely at Sublessor' s expense) , and this Agreement shall continue in full force and effect. If, however, the Tower is so damaged or destroyed to the extent of more than one-half (1/2) of its replacement cost, or to any substantial extent by a casualty not so covered by insurance, Sublessor may elect by written notice to Sublessee given within twenty (20) days after the occurrence of the casualty of Sublessor' s election (i) not to repair, restore and/or reconstruct the Tower but to designate a site on which Sublessee may relocate at Sublessee' s sole cost and expense, or (ii) to repair, restore and/or reconstruct the Tower. Sublessor shall in no event be obligated to make any repairs or replacement of any items other than those items installed by or at the expense of Sublessor. If the Property is rendered totally or partially unusable by Sublessee, rent shall abate during the period of repair or reconstruction. F. If Sublessor (i) undertakes the repair, restoration and/or reconstruction of the Tower or of any access thereto but fails to complete such repair, restoration and/or i:yohasoalaostracft 120Tj 7 08/01194 " • , . 111 reconstruction within forty-five (4 5) days after the date of the occurrence of the casualty, (ii) notifies Sublessee of Sublessor intention not to repair, restore and/ or reconstruct the Tower, or (iii) fails to deliver to Sublessee the written notice required under Paragraph 9 .E. above within, said twenty (20) day period, then Sublessee may immediately terminate this Agreement by giving written notice of such termination to Sublessor. G. Sublessor shall be under no obligation to erect a temporary tower facility on the Leased Property for Sublessee or for its own use. In the event Sublessor shall erect a temporary tower facility for its own use, Sublessor shall have no obligation to make such tower facility available for the use of Sublessee unless required to do so by any governmental authority. 10. Mutual Release and Waiver of Subrogation. Each party hereby releases the other and the other' s partners, affiliates, agents and employees from liability for any loss or damage resulting from any cause or hazard with respect to which such first party is insured or is required by this Agreement to be insured. These releases shall apply between Sublessor and Sublessee, and they shall also apply to any claims under or through Sublessor or Sublessee as a result of any asserted right of subrogation. Sublessee hereby agrees not to assign to any insurance company any right or cause of action for damage to the property of Sublessee located on the Property which Sublessee now has or may subsequently acquire against Sublessor during the term of this Agreement, and Sublessee will require that any insurer of Sublessee will expressly waive all rights of subrogation for such damage. Sublessor hereby agrees not to assign to any insurance company any right or cause of action for damages to the property of Sublessor located on the Property which Sublessor now has or may subsequently acquire against Sublessee during the term of this Agreement, and Sublessor will require that any insurer of Sublessor will expressly waive all rights of subrogation for such damage. This Paragraph 10 shall survive the termination or expiration of this Agreement. Sublessee further releases the Master Lessor from all costs, losses, liabilities or causes of action relating to the Premises or the Tower. 11. Indemnification. A. Subject to Paragraph 10 above, Sublessee shall indemnify and hold harmless Sublessor and Master Lessor from all liability for damages proximately resulting from any operations under this Agreement, including, without limitation, (i) any release of Hazardous Materials and (ii) any actions or inactions by Sublessee that would cause Sublessor to be in violation of any of its Authorizations.. Notwithstanding the preceding, Sublessee does not indemnify Sublessor against any claim to the extent that it arises from or in connection with any negligent or intentional conduct of Sublessor or of any agent, servant or employee of Sublessor. is ljohauoalooatract%1207j 8 OSR IA4 , . . 111 111 B. Subject to Paragraph 10 above, Sublessor shall indemnify and hold harmless Sublessee from all liability for damages proximately resulting from its operations under this Agreement, including, without limitation, (i) any release of Hazardous Materials and (ii) any actions or inactions by Sublessor that would cause Sublessee to be in violation of any of its Authorizations . Notwithstanding the preceding, Sublessor does not indemnify Sublessee against any claim to the extent that it arises from or in connection with any negligent or intentional conduct of Sublessee or of any agent, servant or employee of Sublessee. C. Survival . This Paragraph 11 shall survive the termination or expiration of this Agreement. 12 . Assignment and Sublettina. Sublessee will not sublet, transfer, assign, hypothecate or encumber this Agreement or any part or interest therein without first obtaining written consent of Sublessor and the Master Lessor. Sublessor shall not unreasonably withhold or delay such consent. No such subletting, assignment, transfer, hypothecation or encumbrance shall affect the obligation of Sublessee to pay the rent herein provided for unless otherwise agreed upon in writing by Sublessor. Any assignee or subtenant of Sublessee shall be. bound by the terms and conditions of this Agreement. Notwithstanding the foregoing, (i) a change in corporate control of Sublessee shall not be considered a transfer, assignment or hypothecation of this Agreement for purposes of this Paragraph 12, (ii) Sublessor' s consent shall not be required for Sublessee to assign its interest in this Agreement or in the Premises, or to sublease all or any part of the Premises, to any general partner of Sublessee or to any "affiliate" of any such general partner, or to any partnership in which any such general partner or any "affiliate" of such general partner participates. As used herein, an "affiliate shall mean any entity which controls, is controlled by, or is under common control with such general partner. 13 . Warranties. A. Sublessor warrants and represents to Sublessee that (a) the Master Lease has not been amended or modified except as expressly set forth herein, (b) Sublessor is not presently and, as of the commencement of this Agreement, will not be, in default under or breach of any of the provisions of the Master Lease, (c) Sublessor has no knowledge of any claim by Master Lessor that Sublessor is in default or breach of any of the provisions of the Master Lease, (d) except as otherwise provided on Exhibit "E" hereto, Sublessor has no actual knowledge of the existence or presence of any Hazardous Material on the Property, and (e) Sublessor has all necessary authority to enter into this Agreement. B. Except as otherwise provided on Exhibit "F" hereto, Sublessee has no actual knowledge of the existence or presence of any Hazardous Material on the Property. i joha o.,, s ra 12o7j 9 O$101A4 14 . Notices . All notices hereunder must be in writing and, unless otherwise provided herein, shall be deemed validly given _if hand delivered or sent by certified mail, return receipt requested, and actually received, 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 Sublessor or Sublessee have a change of address, the other party shall immediately be notified as provided in this paragraph of such change. SUBLESSOR: LOS ANGELES SMSA LIMITED PARTNERSHIP c/o AirTouch Cellular 3 Park Plaza P.O. Box 19707 Irvine, California 92714 Attn: Real Estate Department With a copy to: AirTouch Cellular 3 Park Plaza P.O. Box 19707 • Irvine, California 92713-9707 Attn: Legal Department SUBLESSEE: SOUTHERN CALIFORNIA EDISON 1305 E. Noble Avenue Visalia, California 93292 Attn: Dave Miller cc: Dwight Barnes With a copy to: SOUTHERN CALIFORNIA EDISON P.O. Box 800 2244 Walnut Grove Avenue Rosemead, California 91770 Attn: Legal Department MASTER LESSOR: CITY OF RANCHO PALOS VERDES 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90274 If the address where either party may be contacted is changed, such party will immediately notify the other party of such change. 15. Electrical Interference. Sublessor and Sublessee agree to cooperate and use reasonable best efforts to minimize any interference or disruption of either party' s communications operations caused by the other party' s operations. If Sublessee' s communications operations interfere with or disrupt Sublessor' s communications operations, and such interference or disruption is not completely cured within ten (10) days after Sublessee first receives written notice of such interference, then Sublessee shall immediately cease any and all. operations on the Premises until such time as the interference is corrected to Sublessor' s i:yohuo.u %1 tom; 10 WOI 94 . 411 !II satisfaction. If Sublessee cannot correct such interference to Sublessor' s satisfaction within sixty (60) days following Sublessee' s receipt of written notice of such interference, then Sublessor may thereafter terminate this Agreement by giving Sublessee written notice of such termination. 16 . Attorneys ' Fees . If either party institutes any action or proceeding in court to enforce any of the provisions herein, or any action for damages by reason of any alleged breach of any of the provisions herein, 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 . 17 . Signature Authority. Each individual executing this Agreement on behalf of Sublessor represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of Sublessor. Each individual executing this Agreement on behalf of Sublessee represents and warrants that he or she is duly authorized to executed and deliver this Agreement on behalf of Sublessee. 18 . Waiver of Lessor' s Lien. Sublessor waives any lien rights it may have concerning Sublessee' s Facilities, which are deemed Sublessee' s personal property, and Sublessee has the right to remove the same at any time without Sublessor' s consent. 19 . Severability. If any part of this Agreement is determined to be illegal or unenforceable, all other portions shall be given effect separately and shall not be affected. 20 . Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 21. Time of the Essence. Time is of the essence in connection with the enforcement of the terms and provisions of this Agreement. 22 . Force Majeure. Neither party to this Agreement shall be liable for that party' s failure to perform an obligation under this Agreement if that failure results from any cause, other than financial, beyond that party' s reasonable control . 23 . No Third Party Beneficiaries. All of the terms, conditions, rights and duties provided for in this Agreement are, and shall always be, solely for the benefit of the parties to this Agreement. It is the intent of the parties that no third party (including customers of either party) shall ever be the intended beneficiary of any performance, duty or right created or required pursuant to this Agreement. 24 . No Consequential Damaaes. In no event shall either party to this Agreement be liable to the other, to anyone i:yoh.o.�ooasc�l 2oTj 11 08/094 41/ 111 claiming under the other, or to any customer of the other, for any consequential, incidental or special damages or lost profits incurred or alleged to have been incurred by anyone. ATTACHED EXHIBITS . EXHIBIT "A" Legal Description of the Property EXHIBIT "B" Copy of Master Lease EXHIBIT "C" Diagram of the Premises EXHIBIT "D" Description of Antennas and Frequencies EXHIBIT "E" Existing Hazardous Material -- Sublessee EXHIBIT "F" Existing Hazardous Material -- Sublessor IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this Agreement on the day and year first above written. SUBLESSOR: SUBLESSEE: LOS ANGELES SMSA LIMITED SOUTHERN CALIFORNIA EDISON, PARTNERSHIP, a California a California corpor• ion limited partnership A 1 )0F By: AirTouch Cellular, a (11 � � ' ,•California corporation, By.its Gneral Partner Name: o kki) (e76 Title: 1.A,C,e. II By: .:; /Lr t ames D. Pro 7tt, Vice resident - -twork By: Department, Los Angeles Name: Title: By: ,< 4;1,-- Roge P. Downes Assistant Secretary i:yohasosloost act11207j 12 IA4 411 II! CONSENT The undersigned, being the Master Lessor under the Master Lease, hereby consents to this Tower Co-Location Agreement without waiver of any restriction in the Master Lease concerning further assignment or subletting. MASTER LESSOR: CITY OF RANCHO PALOS VERDES Date: September 14 , 1994 By: Name: Paul] n_ B.u-sspy Title: City Manager Attest- Approved as to form: /9 ket41,61;„ By: .' C - By: 1 _ J/' 4L1/44Wv% Name: .• Name: � ity Clerk Assistant City Attorney i:yohasoakost raa 0 207j 13 08/01/94 EXHIBIT "A" 1110- r'rI civ OF 'S FROPEECy DESCRIPTION: THAT PORTION OF 3LOCK •H•• AS SHOUN ON MAP OF THE RANCHO LOS ;PALOS VEROES• THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ALLOTTED TO JOTHAMI BIXaY• B' DECREE IN PARTITION IN THE ACTION "BIXBY, ET AL. VS. YEN, ET AL•, CASE NO. 2373. IN THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE OF CALIFCRNIA• IN AND FOR THE COUNTY OF LOS ANGELES AND ENTERED IN BOOK 4 PAGE 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 0-7• AND HAVING STATE COORDINATES OF NORTH 4.019.330.05• EAST 4.164.224.94• SAID POINT BEING LOCATED ON A POINT LAND NORTH OF PALOS VERDES DRIVE. OVERLOOKING POINT VICENTE LIGHTHOUSE; THE NORTH 53 DEGREES 31 MINUTES 58 SECONDS EAST 415.07 FEET TO THE CENTER OF TH 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 CF BEGINNING; THENCE NORTH 36 DEGREES 00 MINUT 43 SECONDS EAST 19.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY. HAWN; A RADIUS OF 105.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60 OE GREE S SS 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 BORT 01 DEGREES 46 MINUTES 52 SECONDS WEST 109.94 FEET; THENCE NORTH 81 DEGREES MINUTES 11 SECCUDS EAST 278.53 FEET; THENCE SOUTH 88 DEGREES 50 MINUTES 3S SECONDS EAST 60.40 FEET; THENCE •SOUTV DEGREES 55 MINUTES 48 SECCNDS EAST 57.13 FEET; THENCE SCUTH 62 DEGREES 00 MINUTES 18 SECONDS EAST 226.14 FEET; THENCE NORTH 62 DEGREES 19 MINUTES 00 SECONDS EAST 84.12 FEET TO A P OI NT IN THE SOUTH RIGHT-OF-WAY LINE OF HAWTHC BCULEVARD• SAID POINT BEING A TANGENT CURVE CONCAVE NCRTHEASTERLY HAVING A RADIUS CF 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 19.98 FEET; THENCE SOUT} DEGREES 31 PMUTES 12 SECONDS WEST 216.25 FEET; THENCE NORTH 02 DEGREES 24 MI!1JTES 09 SECONDS WEST 55.04 FEET; THENCE NORTH ST DEGREES 34 MINUTES 50 SECONDS WEST 231.16 FEET; THENCE SOUTH 02 DEGREES 23 MINUTES 42 SECONDS EAS 18.06 FEET; THENCE NORTH 83 DEGREES 00 :MINUTES 49 SECONDS WEST 166.47 FEET; THENCE NORTH ao DEGREES 20 MINUTES 48 SECONDS WEST 212.35 FEET; THENCE NOR1 83 DEGREES 01 MIigES 10 SECONDS WEST 69.96 FEET TO A POINT BEING A TANGEN1 CURVE Ct3NCAVE SOUTHERLY. HAVING A RADIUS OF 85.00 FEET; THENCE WESTERLY AL( SAID CURVE, THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS, A DISTANCE GF 90.54 FEET; THENCE SOUTH 36 DEGREES 00 MINUTES 43 SECONDS WEST 25.04 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 4T SECONDS WEST 2.3.80 FEET 1 THE TRUE POINT OF BEGINNING. "Al" 0988 Page 1 of 1 E088-4 -+T G.14'- t/ E-aHIB IT "B" =Dim TIME AGREEMENT THIS BUILDING LEASE AGREEMENT, made and entered into on this 16th day of February, 1988, by and between CITY OF RANCHO PALOS VEIMES as miner of 30940 Hawthorne Boulevard, Palos Verdes, California, 90274, hereinafter the " ", and IDS ANGEIES SMSA LIMITED PARTNERSHIP, a California Limited ted Partnership of which PacTel cellular, a California tion of Irvine, California, is the General Farther, hereinafter the " ", IN A T: is the owner of certain real property, hereinafter " 's Property", located at 30940 Ha Boulevard, in the City of Rancho Palos Verdes in Los Angeles County, California; and, wHEREAS, =SEE desires to lease a portion of such property, hereinafter the "Property", together with a right-of-way for a and utilities; SW, THEREFORE, in oonsideratian of the premises and of the mutual obligations, agreements, representations and warranties- herein contained, the parties hereby agree to the following and conditions: 1. 'ME PRO A. The legal description of IFS.S R's Property is contained in Exhibit "Al" attached hereto and by this reference incorporated herein. B. The Property which is thesubs'ect of this lease is within a building on LESSOR's Property, consists of interior space of approximately two hundred and eighty (280) square feed, located on the 1st floor, and after= taier space adjacent to the building, and utility cable space as reasonably required to cxxinect the 1st floor space to antennae on the adjacent , and is situated substantiaLly as shown on E3Chibit "A2", which exhibit is attached hereto and by this reference incorporated herein. 2. MOE AND A. In consideratim of the lease payments by MEM to LESSOR as agreed to , LE &R leasesthe to and to an . usive easement (ckirir the tea= of this lease) for ingress and egress (seven [7] days a lank, four [24] hours a day) and to install and maintain underground utility wirescables, is and pipes between the P aid the of-icy. Me location of such (s) shall be subject to the 's prior written approval, which approval shall not be unreascnably withheld or delayel, and LESSOR shall have the right to change the locaticn of the easement for ingress and egress frail time to time, provided that LESSCR =times to provide IESSEE with access to 's utility wires, cables, cxxxluits and pipes for mairxtenance purposes. IAN-LIT-020988 1 EC88-4 0 3. '!ERA. AND Ran' • A. This Lease Agreement shall be for an initial teem of ten (10) years beginning on the first day of Match, 1988 at an Annual Rent of 1111.11110 411.11111111111111111111111111111111.11111111, which rent shall be paid annually, in advance, on the first day of March of each calendar year to IFS.SCflt or to such other person, firm or entity as LESSOR may, fran time to time, designate in writing at least thirty (30) days in advance of any rent payment date. =SEE shall also pay as additional rent any ;*creases in real property taxes levied against LES.SoR's Property as a result of any improvements constructed by LESSEE or as a result of IFS.SFE's use of the Prcperty. B. IFS.SEI is hereby granted options to extend this lease an the same terms and conditions for 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 term wand 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 exercise of an option IISSfE shall default on its obligations uncier the Lease beyond the applicable cure period, the prior exercise of the option shall be void and of no for are effect. C. Me parties have also agreed that there shall be annual adjusts of the rent hereunder beginning an Match 1, 1989. Stich anal ;,Y-„paw or decreases shall be determined in the following manner: (1) Animal Rent shall be adjusted as of Matt3z 1, 1989, and as of Mardi 1 of each calendar year thereafter throughcut the term of this lapse Agreement and any extensicns of such term (Match 1 of each year beginning in 1989 being an "Adjustment Cate") . Such adjustments may result in the Annual Rent being either irlcseased Cr decreased, provided, however, that in no event shall the Annual Rent be lower than the Annual Rent in effect for the year prior to March 1, 1989. Rpt Adjustments shall be made as follows: • (a) The basis for ocsaputinq each such adjustment (the "Base Itrieu") shall be the Corer Price Index (base year 1967 = 100) - Urban Ware Earners acid 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 rate (or most recently published prior to Mate 1, 1988 in the case of the first Adjustment Date). Annual Int payable acing on each Adjust Date until the next Adjustment Date shall be an amount determined by multiplying the rent payable immediately y prior to the current Adjust Date by the most recently published Index precedinq-t ie current Adjustment Date (the "Current Index") and dividing the product thereof by the Base Index. (c) If the Index is revised so that the bass reference index for a Current Index differs fry the base refeterIoe index for the appropriate Base Index, the Base Index shall be aaivcttred to the new bass reference ink= in accordance with the oonv+essian table published by the united States Department of Labor, Bureau of Labor Statistics. If the Index is disaoritinued or changed in such a way that it is impossible to detain a ccntinuous measurement of price charges from a prior-Adjustment Date to the Adjustment IAN-H,TIS-420988 2 DC88^4 111/ Date in question, the Index shall be replaced by suceother gavermental Lndex or computation as would prov icy substantially the same result as would have been obtained if t:e Index had not been discontinuad or changed. 4. USE OF THE PROPERTY _ A. LESSEE may use the Prcperty for the purpose of constructing, maintaining, securing and operating a radio communications facility, including requiredantennae, and for any uses which are incidental thereto. The rehabilitation of the Property to meet 's needs shall be at LESSEE's sole expense, and LESSEE shall maintain the Property in good condition and repair thrcughout 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. It is understood and agreed that 's ability to use the Property is dependent upon 's obtaining all of the certificates, permits and other approvals which may be required frac any federal, state or local authority and,/or any easements which are required frail any third parties. IISSCR shall cooperate with LESSEE, but at no expense to LESSOR, in its efforts to obtain such approvals and/or easements. If any application by for any such certificate, permit, license, easement or approval. is finally denied or rejected, or if any such certificate, permit, license, easement Or approval is canceled, or expirss, or lapses or is otherwise withdrawn or terminated, or if, due to technolcxjical. changes or for any other reason, , in its sole discretion, determines that it will be unable to use the Property for 's intended purposes, then IMSEE shall have the right to immediately terminate this Lease Agreement. - C. Me PacTel installation will consist of equipment in an • existing, city and an eighty foot (80') tall • utility pole with required antennae abchibit "A2") . Any additional. construction (or the erecticn of any additional ) by LESSEE will rewire the prior written approval of rissca, %Alicia approval will not be unreasonably witheld or delayed. • (1) It is understood and agreed that the City has plans to construct a nee Civic Center development at 30940 Hawthorne Boulevard. In such event,. paiSEE agrees to relocate the PacTel facilities to another . location upon 's have the to LESSEE to relocate within sixty (60) days after MS= receivm notice from IL SsCR to another lccationan IESSCR'S Property if TLS= should meed the original premises for the new Civic , provided (1) the new location is equally suitable for transmitting and receiving cellular telepticne transmissions, arri (2) the relocation will not in any manner result in any interuption of 's service to the public. D. If, as a result of any work of improvement umktrtaken by or an behalf of either party, any 's or ..qtr'alman's lien is recorded against or becomes an encumbrance tura any (s). of the other party, then the party responsible for such work of impr3vement shall, with thirty IAN-Mi,?Z-o20988 3 D088-4 _, • ' (3 0) days the recording of the lien, obtA i n (by e, band or otherwise its full release. If the responsible for a work of ) lien within improvement shall fail to obtain the full release of any such 3 0 days, then the other may (at its option) oizta i n the release of the lien (by posting a band in the provided thirty ( ) for in Californiaa Civil Code Section 3143) and the responsible party shall reimburse the other party (within ten [10] daysof receiving a written request for such re ) for all of its costs and expenses (j1jr rt ts and attorneys' fees ) relating to the lien's renoval. 5. TORKINATICN A. Notice of 's exercise of its riot to terminate this Lease Agreement pursuant to Section 48, above, shall be given to LESSOR in writing certified mail, receipt and be effective upon receipt by of such notice by IESSCR. Such notice of termination shall be accompaniedby recordable ecx rdable Quitclaim Deed releasing all of 's interest(s) in R's Property. 's receiprt of such a tion ntice, this leaseAgreement shall(1) Upon terminate, and such terznination shall relieve both parties of further ob1i tions al each any � of a lease obligation stiall continue to have any and all for any breach which occurred prior to the date of termination. B. LESSEE, the expiration ortermination of this L�aan 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 IISSCR's action, when this Lease Agreement expires or is - • tsd and writtenmotive to leave upons improvements, other than its personal property and fixtures, to beccme the prcperty of LESSOR. 'AMOR may retain any rent such and restoraticn have been =plaited to 's reasonable but LESSOR shall immediately unearned resit satisfaction, - (i.e. , rent unearned on the date such removal andcompleted) restoration are ) to • 6. ASSIGNMENII AND suBunTING • A. not voluntarily or involuntarily assign, transfer orenctsuber its interest in this T.Aase Agreemerzt or in the Prcperty, or sublease c:onsent, which all orate.pgrt of the Property, without 'S prior written - assigneeor ''foot be y w1 or delayed. Any mss the of this lease, and no such sublessee •expressly f� asst or subletting be to release the original. its cbligations unier this lease. atwi the 6.A., Hort B. N P require 's ccnsent in order to assign this lease, or to sublease, to IliSSEE'sgeneral PacZel Cellular, or to any "affiliate" of partner, in Cellular ar pr any "affiliate" of cellular, or to any partnership Cellular participates. As used herein, an "affiliate" PacCel of Cellular shall mean any entity which controls, is ed by, or is unier canon cxatrol with PacTel. Cellular. LAN-H,TP-020988 4 ECI38-r4 7. FIRE oR LASCIALTY A. LESSOR shall mairnain in full for and effect throughout the term of this lease fire and extended coverage, vanial ism and malicious mischief insurance and sprinkler leakage insurance in an amount equal to the full replacement Bost of the imprwanents now or hereafter located an IESSCQt's Property. LES.SCR may self insure against such risks, but its decision to do so shall not in any manner affect the applicatian.of any of the rOnaining provisions of this Paragraph 7 or of any of the pziwisicszs of Paragraph 8 of this IP..ase Agreement. B. In the event that the building containing the Property, or access to it, is damaged or destroyed by fire or other casualty covered by the form of fire and extended coverage insurance maintained by LESSOR, LESSOR shall promptly c""'e^''" appropriate repairs, restoration and/or reconstruction (to be diligently prosecuted to carpletiazi entirely at LESSOR'S expense) , and this Lease Agreement shall continue in full force ard effect. In the event, however, that the building is so damaged or destroyed to the extent of more than twenty-five percent (25%) of its replacement cost, or is damaged or destroyed to the extent of more than ten percent (10%) of its replacement cost by a casualty not so covered by insurance, IES.SOt may elect by written notice to LESSEE given within twenty (20) days after the occurrence of the casualty not to repair, restore atni/ar reconstruct the Wilding but to designate a site an rich IES.SEE may relocate in accordance with Section D., below. IESSCR shall in no event be abligated to make any repairs or replacement of any items other than those items installed by or at the dense of IFIS.SCEt. If the Property is rendered totally or partially unusable by LESSEE, rent shall abate dmrirg the period of repair or reconstructicn in the same proportion to the total rent as the portion of the Property rendered unusable bears to the entire Property. C. It IMSOR undertakes the repair, restoration atcl,/or reccnstruction of the building containirg the Property or of any access thereto but fails to caiplete such repair, restoration and/or within ninety (90) • days after the date of the occurrence of the casualty, then IF55FE may immediately cancel this lease by giving written notice of its electiaci to cancel to Imo. D. Int expressly agrees that (if reasonably required) during any period of repair, restoration or recanstructicn, cg for the balance of the lease term (if the IFS.9CR elects not to repair, restore or reconstruct the building .. ithe �rtY), I�� may um and/or upaci an alternativsrterti,an of Int's Property which is equally suitable for IESSEE's purposes. IFSSEE's relocaticn to any such alternative site(s) shall be at IF55EE's sole cost and expense. The exact site(s) to which IFS.SER may relocate will be determined by LES.SRt, and it nay be upae1 any Porticn($) of IM-wt's Property (or of any adjoining property owned or =trolled by IFSSCR) . provided mat LESSEE t+easarmbsy approves the site(s) as equally suitable for !MEW s intended uses. TIMOR will:designate a temporary site to whidi IFS.SEE may relocate within five (5) days of the date of o==zanoe of any casualty, and it will designate a pennant site to which =SEE may relocate in any notice to IFS= that it dose nit Intend to repair, restore or reccastruct the building oocttaininq the Property. IAN-H,ZT-020988 5 DC88-4 4 • • E. 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 mined single limit of One Million Dollars (Sl,000,000.00) , which limit maybe increased fzrm time to time as reasonably mired by LES-SCR's risk manager. Such liability insurance policy shall name the City as an additional insured. As an alternative to obtaining rg the insurance required by. this Section 7 E, LESSEE may elect to self insure against the gibed risks. 8. MURAL RrTFASE; WAIVERS OF SUBROGATION A. Each party hereby releases the other and the other's partner5, affiliates, agents and employees from liability or responsibility for any loss or damage resulting frail any cause or hazard with respect to which fire and exuded coverage insurance is requited to be carried pursuant to Article 7 of this Lease Agreement including any loss of damage resulting frail any loss of the use of any property. These releases shall apply between the parties, and they shall also apply to any chins wider 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 erdossement waiving the insurer's rights of subrogation against the other party. 9. =TES A. LESSEE shall be responsible directly to the serving entities for all utilities required by LFSSFE's use of the Property, and LESSEE shall arrange for the separate metering of electric service to LESSEE if reasonably possible. Should electric power be provided by Imo, IFS.S'FE will install an electric meter and IF55FE's usage shall be read by LESSOR or, at IFSSCR's vptian. by LESSEE, on a monthly basis and the cost of electricity used by IESSFE shall be paid by IFS.SfE to IIESSOt as a payment separate fig rpt and • shall be cavuted at the public utility rate. 10. INDEMNTITIM A. eject to Article 8 above, LESSEE shall indemnify IiESSCR against and hold IES9at harmless $cm any and all claims of liability for or loss from personal injury arr/or property &owe to the extent such claims result from or arise out of the use and/or occupancy of the Property by =WEE. Notwithstantinj.the preceding, LESSEE does not irrlemniiy LESSOR against any claim to the extent that it arises fry or in =inaction with any negligent or intenticnal carwItxct of IF5.90[t or of any agent, servant or employee of IF59CQt. B. Subject to Article 8 above, IFssa[t shall irdennitY IEssEE against and hold MS= harmless from any and all claims of liability for or lass frail Personal injury ana/ar property damage to the extent suds alt from or arise out of the use arr/ar occupancy of It59CR's Property by LESSOR. Notwithstanding the preceding, IES9Ot does not indemnify =SEE against any claim to the extent that it arises from or in comecticn with any negligent or intentional =duct of IFsSEg or of any a4mzt, servant or employee of IFSSFZ. IAN-H,Tr-020988 6 EC88-4 , • . 111 c. With respect to Sections 1QA and 108, above, the indemnifying (in each case) shall defend any claim againstthe indemnified with respect to any indemnified matter and any claim with respect to any such matter in which the indemnified may be impleaded and shall pay and discharge any jtnts, orders and/or decrees which may be recovered • the indemnified in . ac� with any ?____—fled matter. 11. NCTICFS . A. All notices hereurrier must be in writing and shall be cleemed 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 LIMSOR or IESSEZ have a change of address, the other party shall immediately be notified as provided in this paragraph of such e. LESSEE: c/o PacTel Cellular P.O. Box 19707 Irvine, Quifornia 92713 Attn: Real Estate Department cc: Lagal Department IESSOR: City of Rancho Palos Verdes 30940 Hawthorne Eculevard Rancho Palos Verdes, CA 90274-5391 (1) The follming data is informational only and may be changed in the manner described above for altertxj mailing addresses. St:reet addresses (if such addresses are afferent frau the parties' mailing ) and •sabers where the parties may be contacted are as follcs: 2355 Main Street Irvine, Citlifornia 92714 • (714) 553-6069 Ccntact: Property Administrator _ rn- IISSOR: (213) 377-0360 • If the address or phcne number idlers either party may be cxxttacted is cbanged, such party will immediately notify the other party of such change. _ 4'Air-. 12. SALE CR TRANSFER BY LESSOR A. IFSSCR, at any time during the term of this , sell, lease, transfer or otherwise cxxivey all or any part of 's . Property to any transferee other than IESSEE, trim such transfer shall be under and subject to this Uwe hgreement and 's rights hereunder, and any transfer by IMSOR of any porticn of ISS R's Property underlying the easement herein granted shall be xincier aid subject to the rights of IESSEE in and to such easement. TIS-020988 7 EC88-4 13. RDOORDIlIG A. Notice of this Lease Agreement shall be placed in the public record by LF55EE's recording a "Memorandum of Lease Agreement" in the form which is attached hereto as Ddzibit "C". Such dauinent shall be executed by the parties before a notary at the same time as this Lease Agreement is executed. LESSEE shall have such doament recorded at the Ccunty.Fteoorder's Office in the county where the Property is located: 14. MIScELLANDOUS PROVISIONS A. LESSOR represents, covenants and warrants that LESSEE, upon paying the rent and performing the covenants herein provided, shall peaceably atri quietly have, hold and enjoy the Property. IIMSCR agrees that no other oalanercial or government antenna (s) will be erected upon any portion of IFS.SOWs Property without IFSSF.'E•s prior written agreement that the placement and operation of any such additional antenna will riot interfere with IFSSEE's use of the Property and will amply with all applicable federal, state, and local rules and regulations. B. It is agreed and understood that this lease Agreement contains all agreements, promises and t,*�_sst*+dirqs between LESSOR-and Imo, and no veal or oralagreements, prcmires or understandings shall or will be biurlirxq upon either LESSOR Cr LESSEE, and any addition, variation or modification to this lease Agreement shall be void arxi ineffective unless made in writing arri signed by the parties hereto. . C. This lease Agreement and the performance hereof shall be gvv+etned, interpreted, construed and regulated by the laws of the State of California. D. mi s lease Agseement, and eadi and every covenant and conation of this Lease Agreement, is intended to benefit the Property and shall extend to and bird the heirs, personal representatives, successors and assigns of the parties hereto. E. Me pasties agree that all of the provisions hereof shall be a:nstivad as both oovelntzts and oanditiacs, the same as if the wor1s importing such covenants and cacrlitiacs had been used In each separate Pte- F. The language of all of the parts of this lame Agreement shall be aacLsttved simity and according to its fair meaninq, and this lame Agreement shall neer be construed either for or against either party. G. At II5.gC1t's cpti,an, this lease Agreement shall be subordinate to any mortgage byt which from time to time may encumber all or any post of the Property or of the provided that every such mrabgaiges shall reonniZe (in Writing and in a foam acceptable to IFSSEE's camel) the validity of this lease Agreement in the event of a foreclosure of IF55Ctt's interest and also IFSSEE's right to remain in occupancy and have access to the Property as long as IE3S7E is not in default of this Daae IID3SEE shall execute whatever instruments may ssasatablY be required to evidence this Buborditjatian. IAN4i,1T-020988 8 EC88-4 • 4110 H. If IFS.SOR substantially ly 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 II1°rt4a9e or deed of trust as to whidh I�'"F:E has obtained a nordisturbance agreement in axordarioe with Section H.) or contained in any lease under which =OR holds title to any portion of LESSOR'S Prcperty and if LESSOR fails to (at least) catnw.noe to cure such breach within thirty (30) days after receiving a written notice exactly specifying the violation frau LESSEE (or IFSSCR fails thereafter to diligently prosecute the cure to calpletian) , then IFS.SFE may enforce any and all of its rights ardor remedies hereunder or by law provided or it may (a1thcxh it shall not be obligated to do so) cum IFS.SCR's breach ard/or perform its obligations (an IFSSCR's behalf and at LFS.SCfft's expense) and deduct from its rent or require the LFS.SC&Z to reimburse all reasonable costs and expenses incurred in connection with such cure and/or performance plus interest (fes the date that such costs and expenses are incurred until ) at ten percent (10%) per annum. Z. If any portion of this Lease Agreement is declared by a court of ccopetent jurisdiction to be invalid or unenforceable, then such portion shall be deemed modified to the extent necessary in such court's opinion to rerrier such portion enforceable are, as so modified, such portion and the balance of this Lease Agreement shall continue in full farce and effect. J. If either party institutes any action or proceeding in court to enforce any provision(s) hereof, or any action for damages by reason of any alleged beach of any of the provisions hereof, then the prevailin4 party in any such action or proceeding shall be entitled to receive from the lasing party such =aunt as the cart 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 Prw3+dec1 for in this lease IFSSGR ar�d LESSEE shall be entitled to i�d3ate restraint by Agreement, or violation of any of . injunction of any violation or attracted ��• - the aov�s. oociditiazs or L. The captions of the articles_i es grid 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 Cr provisions. 15. DE 'AiJ= AND RQMEEXCES A. Me eiccurrenoe of any as or mare of the following events shall constitute a *ates'ial default and breach of this Daae by Imo: (1) The abandonment of the Property by IESSFE. (2) The failure by IliSSEE to make any payment of rent or any other Payment required to be nide by LESSEE hereunder, as and when due, where such failure shall cantina for a period of three (3) business days after written notice thereof is received by IF:,SEE. IAN-ii,TZ'-020988 9 DC88-4 (3) The failure by IE55EE to observe orerform 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 (30) days after written notice thereof is received by LESSEE: provided, however that if the nature of LFSSfE's default is such that more than thirty (30) days are seasonably required for its cure, then LESSEE shall not be cleaned to be in default if IFSSFE mooed such are within said thirty (30)-day period and thereafter diligently prosecutes such cure to completion. (4) The making by LESSEE of any general arrangement or assist for the benefit of creditors, LESSEE beocmirg a "IZBTtiit^ as defined in 11 U.S.C. 101 or any successor statute thereto (mless, in the case of a petition filed against IF�,''EE, the same is dismissed within sixty (60) days) the appointment of a trustee or receiver to take possession of substantiaLly all of IESSEE's assets located at the ProQetrty or of IFS.SEE's interest in this lease, where possession is not restored to IFS.SEE within thirty (30) days, or the attachment, execution or other judicial seizure of substantially all of IES.SfE's assets located at the Prouty or of IF:.SfE'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 LFSSSEE. IFS.SCEt may at any time thereafter, with or without notice or demand and without limiting LESSOR in the exercise of any right or remedy which IF59C4t may have by reason of such default or breach: (1) Terminate LFS.SEE's right to possessiacs of the Property by any lawful mans, in rich case this lease shall terminate and TLS shall immediately steer possession of the Property to Imo. In such event, IFSSQt shall be entitled to r+eooveT from LESSEE all dam inautt'ed by =at by reason of IFSSEE's default including, but not limited to, the cost of recoverim possession of the Property, expensen of =elettirxq, irrludin; necessary renovation and altmnat3,an of the Property, and reesanable attorney's fees and the worth at the time of award by the court having jurisiuiction thereof of the wait by xthidi the mid rent for the balance of the term after the time of suds award cooeeas the amount of suth rental loss for the same period that DMZ proves could reasonably be avoided. (2) Maintain LiiSSEE's right to possession in ithich case this lease shall =Minus in effect whether or not IFSSEE steall have abandoned the prvpei-ty. In such event, IM.9OR shall be entitled to enforce all of IE59CR'a rights and remedies under this lease, including the riot to reoover the rent as it becemierclue rieseurrier. (3) Pursue any atter remedy now or hereafter available to =SCR under the laws or judicial decisions of Cblitarnia. Unpaid t*staLl, ents � rent and other 1acnid monetary cialigations of IFS.SF.E under this terms of this lease shall incur a five percent (5%) late charge if not paid within, and bear interest tram, three (3) business days after LESSEE receives notice that they are overdue at the maxim= rate then allcuablQ by law. (4) In the event of the 000m:rem= of any of the events specified in Section 15 A, above, if IES.9at shall riot choose to eoasrcisa, or by law shall riot be able to eaoascise, its rights' hereunder to tuts this lease IAN-11,TI-020988 10 EC88-4 • Leon the occurrencOf such events, then, in acciiti to any other rights of _ 1LESSOR hereunder or by law, neither LESSEE, as debtor-in-possession, nor any trustee or other person (hereinafter collectively called the "Assuming T f ss a") shall be entitled to assume this Lease unless, on or before the date of such assumption, the Assuxning Lessee (a) cures, or provides adequate assurance that the Assuming Lessee will promptly acre any existing default under this lease, (b) cartpensates, or provides adequate assurance that the Assuming lessee will promptly caupensate, IJESSOR for any lass (ircluiirx , withcut limitation, attorneys' fees and• ) 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 ses, any care or cxsapensation shall be effected by the immediate i ate payment of any monetary default or any required compensation, or the immediate co 'on or bonding of any =monetary default; any "adequate assurame" of such cure or compensation shall be effected by the establishmentof an escrryd fund for the amount at issue or by bording, and "adequate e" of future performance be effected by the establishment of an escrow fund for the amcunt at issue or by borxiing, it being COvenanted and agreed by LEZ6SCR and IIESSEE that the foregoing provision is a material part of this lease. 16. ESIOPPEL CEICEITICATES Each party, within ten (10) days after notice frcza the other party, shall execute and deliver to the other party, in recordable form, a certificate stating that this lease is unardified and in full farce 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 =cunt 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 arzi any to the party recriwting the certificate, that this lease is in full farce and effect arri has not been modified except as may be represented by the party • requesting the certificate. (SI PAGE ) • LAN-H,Tr-o20988 11 EC88-4 mWIIIIESS INTEEREOF, LESSOR and LESSEE have duly executed this Lease Agreement on the day and year first above written. CITY OF RANCH PALOS VERDES i Name: ROBERT E. yor A - • / , Name• City Clerk Approved as to foga: Name: . Assistant City Attorney • IMSEE: IDS MG= SALSA , a California Limited Partnership By: PacTel Cellular, a atlifornia cxzporation, • its Ao-- • Foam and By: �'��► . R. Hultman URAL Presulent jiirrs.ikfaao. ByFinancial . J A. Mitchell Officer By <raga 0_ t Jo* A. aada . .A UN-lit 020988 12 EC88-4 ti. • w 1 • EXHIBIT "E" EXISTING HAZARDOUS MATERIALS (Sublessor) None. 4 III 111 EXHIBIT "F" EXISTING HAZARDOUS MATERIALS (Sublessee) None. 111 EESCREPTICN OF 'S PRO DESCRIPTION* THAT PORTION OF 3LOCK •H•, AS SHOhN ON MAP OF THE RANCHO LOS 'PALOS VERDES• THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ALLOTTED TO JOTHAM BIXBY, 8 DECREE IN PARTITION IN THE ACTION •B IXBY, ET AL. VS. YEN, 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 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 4,019.330.059 EAST 49164.224.94• SAID POINT BEING LOCATED ON A POINT LAND NORTH OF PALOS VERDES DRIVE, OVERLOOKING POINT VICENTE LIGHTHOUSE; THE NORTH 53 DEGREES 31 MINUTES 58 SECONDS EAST 415.07 FEET TO THE CENTER OF TI 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 CF BEGINNING; THENCE NORTH 36 DEGREES 00 MI NUT 43 SECONDS EAST 19.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY, HAVIh1 A RADIUS OF 105.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60 0E GREE S 58 MINUTES 07 SECONDS• A DISTANCE OF 111.73 FEET; THENCE SOUTH 83 DEGREES 01 MINUTES 10 SECONDS EAST 69.38 FEET; THENCE SOUTH 16 DEGREES 20 MINUTES 48 SECONDS EAST 212.34 FEET; THENCE HORT O1 DEGREES 46 MINUTES 52 SECONDS WEST 109.94 FEET; THENCE NORTH 11 DEGREES !MINUTES 11 SECONDS EAST 278.53 FEET; THENCE SOUTH 88 DEGREES 50 MINUTES 35 SECONDS EAST 60.40 FEET; THENCE SOUT) DEGREES 55 MINUTES 48 SECCNDS 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 FZET TO A POINT IN THE SOUTH RIGHT-OF-WAY LINE OF HAWTHC 5CUL EV ARO• SAID POINT BEING A TANGENT CURVE CONCAVE NCRTHEASTERLY HAVING A RADIUS CF 550.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 02 DEGREES I8 MINUTES 26 SECONDS. A DISTANCE OF 22.15 FEET THENCE SOUTH 62 DEGREES 19 MINUTES 00 SECONDS WEST 79.98 FEET; THENCE SOUTt DEGREES 31 MINUTES 12 SECONDS NEST 216.25 FEET; THENCE NORTH 02 DEGREES 24 MINUTES 09 SECONDS WEST 55.04 FEET; THENCE NORTH ST DEGREES 34 MINUTES 50 SECONDS WEST 231.16 FEET; THENCE SOUTH 02 DEGREES 23 MINUTES 42 SECONDS EA! 78.06 FEET; THEPCE NORTH 13 DEGREES 00 :MINUTES 49 SECONDS WEST 166.47 FEET THENCE NORTH 46 DEGREES 20 MINUTES 48 SECONDS 'NEST 212.35 FEET; THENCE NOR1 83 DEGREES 01 MI J ES 10 SECOUDS WEST 69.96 FEET TO A POINT 3E/NG A TA:MEW CURVE CANCAVE SOUTHERLY. HAVING A RADIUS OF 85.00 FEET; THENCE WESTERLY AL1 SAID CURVE. THROUGH A CENTRAL ANGLE OF 60 DEGREES 51 MINUTES 07 SECONDS, A DISTANCE CF 90.54 FEET; TH!NCE SOUTH 36 DEGREES 00 MINUTES 43 SECONDS VEST 25.04 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 20.80 FEET ' THE TRUE POINT OF S EG INN I NG. FJ www al14.447T-MMS68 Pep 1 of 1 EOW4 • • DEPI Crit OF 'I3-E I: r P r 0 0 1 / . . ....----4__kl_ . 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