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CC SR 20200818 K - Wireless Communications Facilities Lease Agreement FY20-22 CITY COUNCIL MEETING DATE: 08/18/2020 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to grant amendments to the City Hall monopole lease agreements with AT&T and Southern California Edison. RECOMMENDED COUNCIL ACTION: (1) Approve the 3-year extensions of the lease agreements with AT&T (formerly New Cingular Wireless Services) and Southern California Edison (SCE) for their existing wireless telecommunications facilities on the monopole at City Hall. FISCAL IMPACT: The City will collect approximately $52,123.09 in rent for the three- year lease of the ground and space surrounding the monopole at City Hall. Amount Budgeted: $185,000 (revenue) Additional Appropriation: N/A Account Number(s): 101-300-0000-3602 (General Fund – Rents & Leases) ORIGINATED BY: Shane Lee, Administrative Analyst REVIEWED BY: Karina Bañales, Deputy City Manager APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Amendment No. 3 to the Lease Agreement with SCE (page A-1) B. Amendment No. 5 to the Lease Agreement with AT&T (B-1) (forthcoming as Late Correspondence) C. September 6, 2016 City Council staff report (page C-1) D. July 1994 Lease Agreement with SCE (page D-1) E. July 1993 Lease Agreement with AT&T (page E-1) BACKGROUND AND DISCUSSION: On September 6, 2016, the City Council approved extensions of longstanding lease agreements with SCE and AT&T for their wireless telecommunications facilities on the monopole at City Hall (Attachment C). The extensions expired on June 30, 2019. Since then, the agreements have been in a holdover phase with AT&T paying rent on a 1 monthly basis and SCE owing back payment on rent because of a previous understanding that the rent would be paid with the renewal of a new lease amendment . As described in the September 6, 2016 staff report (Attachment C), the lease agreements were extended with the inclusion of the City’s ability to modify and/or relocate the monopole related to future development of the Civic Center campus. The proposed lease amendment (Attachments A and B) would extend the existing carrier’s lease until June 30, 2022 (retroactive to July 1, 2019), or until the new Civic Center is constructed, whichever occurs first. The City would be obligated to provide the carriers with 30 days’ notice of the commencement of any reconstruction of the current City Hall buildings in order to terminate the lease agreement prior to June 30, 2022. The proposed amendments to the Lease Agreement have been prepared by the City Attorney’s Office and Staff, and approved by the carrier. Southern California Edison (SCE) The original lease agreement was established on July 1, 1994, and the most recent amendment to the lease, the second amendment, was a three-year extension effective July 1, 2016 to June 30, 2019. It has since been in a holdover phase, which according to the provision, holds that the Lease Agreement continues unless terminated by either SCE or the City. Third Amendment to the SCE Lease Agreement Tonight, the City Council is being asked to consider approving a third amendment to the Lease Agreement with SCE for its existing wireless telecommunications facilities at City Hall, which would extend the agreement until June 30, 2022, three years retroactive from the end of the previous amendment (July 1, 2019). Staff negotiated a modification to this third amendment to include an amended rent adjustment provision. The annual rent adjustment will now increase by 5% annually instead of the previous increase based on the Consumer Price Index. The full description of the rent adjustment formula can be found in Article 3, Section C, and subsection 1 of the original lease agreement (Attachment D). Previous rent increases by percentage described in Amendment No. 2 were:  2015 to 2016: 0.675%  2016 to 2017: 2.381%  2017 to 2018: 4.2654% The back-pay rent for FY 2019-20 and the current FY 2020-21 rent will be $9,953.61 and $10,451.29, respectively. Including the FY 2021-22 rent of $10,973.85, the three year total will be approximately $52,000. 2 AT&T The original lease agreement was established on November 15, 1988, and this is now the Fifth Amendment to extend the term until June 30, 2022, or until the City Hall is reconstructed (retroactive to July 1, 2019). Staff negotiated a modification to Amendment No. 5 to include an amended rent adjustment provision. The annual rent adjustment will now increase by 5% annually instead of the previous increase based on the Consumer Price Index. The full description of the rent adjustment formula can be found in Article 3, Section C, and subsection (1a) of the 1993 Lease Agreement (Attachment E). The annual rent increase has now been written into the amendment to be 5%, irrespective of the Consumer Price Index. AT&T has been continuing their rent payments through the holdover period. Including the FY 2021-22 rent of $7,254.76, the three year total will be approximately $21,000. Verizon Wireless Verizon Wireless (VZW) is the owner of the monopole on City Hall property, and has a lease that requires renewal as well. They too have been operating unde r the holdover provision. The monopole is managed by American Tower Corporation (ATC), and Staff has been working with the City Attorney’s office to negoti ate a seventh amendment to the Lease Agreement. The three year revenue from VZW is subject to the negotiations but would be approximately $130,000. Staff has been working to secure additional rent increases and other significant concerns, and will bring the seventh amendme nt to City Council within the next few weeks. Collocation The monopole located at City Hall is owned by Verizon Wireless and managed by American Tower Corporation (ATC). SCE and AT&T are collocating on the monopole as sublessees to VZW and ATC. According to the initial Lease Agreement, the space within and on the monopole is the property of ATC to lease out, and separate lease agreements are only necessary when the sub-lessees require ground space. The amendments to the Lease Agreements before the City Council this evening is only for the use of the City’s ground space by AT&T and SCE. ALTERNATIVES: In addition to the Staff recommendation, the following alternative action s are available for City Council’s consideration: 1. Continue the consideration of the extended lease agreements for SCE and AT&T to a future date, based upon City Council discussion from tonight’s meeting. 2. Do not extend the current lease agreements with SCE and AT&T, and notify the carrier to remove their respective wireless communications facilities from 3 the monopole and City property within the confines of the existing lease agreement. 3. Extend the current lease agreements with SCE for a longer period of time. 4. Take other action, as deemed appropriate. 4 A-1 THIRD AMENDMENT TO BUILDING LEASE AGREEMENT THIS THIRD AMENDMENT TO THE BUILDING LEASE AGREEMENT ("Amendment") by and between the CITY OF RANCHO PALOS VERDES ("Lessor") and SOUTHERN CALIFORNIA EDISON COMPANY ("Lessee") is effective as of the 1st day of July, 2019. RECITALS A. On July 1, 1994, Lessor and Lessee entered into that certain Building Lease Agreement ("Agreement") whereby Lessor agreed to lease certain real property located at 30940 Hawthorne Blvd., Rancho Palos Verdes, California, 90274 and grant a related irrevocable, non- exclusive easement to Lessee for an initial term of ten (1 0) years beginning July 1, 1994, with options of Lessee to extend the term for two (2) additional five (5) year periods thereafter, in exchange for payment by Lessee. B. On November 4, 2015, Lessor and Lessee executed a First Amendment to the Agreement, which extended the term ofthe Agreement from June 30, 2014 until June 30, 2016. C. Effective July 1, 2016, Lessor and Lessee entered into a Second Amendment to the Agreement, which extended the term until June 30, 2019. D. Lessor and Lessee now desire to amend the Agreement to extend the term (retroactive to July 1, 2019) until either June 30, 2022, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, is reconstructed, as defined below, whichever occurs first, and to amend the rent adjustment provisions of the Agreement to provide for rent to increase by five percent (5%) annually, irrespective of the Consumer Price Index (CPI). E. Lessor and Lessee hereby further intend to ratify and affirm the continuous and interrupted term of the Agreement commencing July 1, 1994, and continuing through the effective date of this Amendment. TERMS 1. Extension of Term. The term of the Agreement is hereby extended until either June 30, 2022, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, undergoes reconstruction, whichever occurs first. Lessor and Lessee hereby ratify and affirm the continuous and uninterrupted term of the Agreement commencing July 1, 1994, and continuing through the effective date of this Amendment. For the purposes of this section, "reconstruction" includes any discretionary or necessary construction, demolition, repair, remodeling, or retrofitting activity that interferes with the Lessee's use of its wireless telecommunications facilities or any accessory equipment such that the facilities or equipment require removal or replacement. The decision to engage in such reconstruction shall be in the sole discretion of the Lessor, and Lessor shall provide Lessee at least thirty (30) days 01203.0015/652118.5 A-2 notice of commencement of such reconstruction, at which commencement the term of the Agreement shall terminate. 2. Annual Rent Adjustments. Effective and commencing on July 1, 2019, notwithstanding any provision of Section 3(C) of the Agreement to the contrary and in lieu of the annual rent adjustments provided for therein, the Annual Rent due under the Agreement shall increase by five percent (5%) on July 1 of each calendar year for the remainder of the Term of the Agreement. The first such five percent (5%) increase shall take effect on the effective date of this Amendment, July 1, 2019. Any and all back rent due to Lessor pursuant to this section (in addition to any unpaid rent due pursuant to Section 3(C)(l)(d) of the Agreement) upon execution of this Amendment shall be paid by Lessee within 30 days of the date of full execution of this Amendment. Attached hereto as Exhibit "A" is a rent schedule showing the applicable rental rates pursuant to the Agreement for the seven years leading up to the effective date of this Amendment (for reference purposes only), and showing the adjusted rent amounts due pursuant to this Amendment for the remaining term of the Agreement, as extended by this Amendment. 3. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 4. Affirmation of Agreement; Warranty Re Absence of Defaults. Lessor and Lessee each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Lessee represents and warrants to Lessor that, as of the date of this Amendment, Lessor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. Lessor represents and warrants to Lessee that, as of the date of this Amendment, Lessee is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 5. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 6. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. 01203.0015/652118.5 A-3 [SIGNATURES ON FOLLOWING PAGE] 01203.0015/652118.5 A-4 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates set forth below, with express intent that this Amendment shall be effective as of July 1, 2019. ATTEST: Emily Colborn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney [BRJ] Lessor: CITY OF RANCHO PALOS VERDES John Cruikshank, Mayor Date: --,-----'2020 Lessee: SOUTHERN CALIFORNIA EDISON COMPANY By:~ N.ame:1J'rlttvL FIQI2es T1tle: rraerct- Address: 2 .::LrV1()YdtJ<)Y\.-No~ ?om QY1Gl 1 eft· 9 1 1& e5 DATE: ,Jl~ I '6 21_, 2020 NOTE: LESSEE'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO LESSEE'S BUSINESS ENTITY. 01203.0015/652118.5 A-5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 0'] I '2] /2020 before me, M .(a:~'((\C\'"~Y~ersonally app~eared ~\{e,V) "f\o·Yt,S , proved to me on the basis of satisfactory evidenc~ to be the personP1· whose namesJs1~V~ subscribed to the within instrument and acknowledged to me that J<e@;.¢/~ey executed the same in l)..i.sf~/t)leir authorized capacity(j.es}, and that by his/her/their signature~) on the instrument the person~), or the entity upon behalf of which the person£.s~' acted, executed the instrument. / I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. , .........•.. , M GARCIA-MEDRANO : • Notary Public -California z ~ Los Angeles County Si "' Commission# 2212176 - My Comm. Expires Aug 31,2021 OPTIONAL Tho'i!gh .. tjle data below is not required by law, it may prove valuable to persons relying on the document and could prevent fr~udulent reattachment of this form. "''"·''"~c"'<-.,..,_"""""""'~ CAPACITY Cl:;A.JMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT D INDIVIDUAL ···,"·.,~ . .,. D CORPORATE OFFICER'"·····, .. "'~,.,., TITLE(S) TITLE OR TYPE OF DOCUMENT D PARTNER(S) D LIMITED D GENERAL D ATTORNEY-IN-FACT D TRUSTEE(S) D GUARDIAN/CONSERVATOR D OTHER~-------------------- DATE OFOQCUMENT "'· SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE 01203.0015/652118.5 A-6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2020 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _______________ _ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. 0 0 0 0 0 0 0 CAP A CITY CLAIMED BY SIGNER INDIVIDUAL CORPORATE OFFICER TITLE(S) P ARTNER(S) 0 0 ATTORNEY-IN-FACT LIMITED GENERAL TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER. _____________________ __ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0015/652118.5 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A-7 EXHIBIT "A" RENT SCHEDULE-ADJUSTED COMMENCING JULY 1, 2019 (amounts adjusted pursuant to this Amendment shown in bold text) TERM START TERM END PAYMENT PAYMENT SENT PAYMENT SOURCE AMOUNT DATE 7/1/2012 6/30/2013 $8,611.43 11/14/2012 Check# 0041625200 7/1/2013 6/30/2014 $8,694.00 6/28/2013 Check# 0041824129 7/1/2014 6/30/2015 $8,086.78 12/23/2015 Direct Deposit 7/1/2015 6/30/2016 $8,820.84 12/23/2015 Direct Deposit 7/1/2016 6/30/2017 $8,880.38 7/5/2017 Direct Deposit 7/1/2017 6/30/2018 $9,091.83 7/5/2017 Direct Deposit 7/1/2018 6/30/2019 $9,479.63 7/2/2018 Direct Deposit 7/1/2019 6/30/2020 $9,953.61 Amount due within 30 days of execution of this Amendment 7/1/2020 6/30/2021 $10,451.29 Amount due within 30 days of execution of this Amendment. 01203.001S/652118.5 RANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 09/06/2016 AGENDA REPORT AGENDA HEADING: Regular Business AGENDA DESCRIPTION: Consideration and possible action to grant 3-year extensions of the current City Hall monopole lease agreements RECOMMENDED COUNCIL ACTION: (1) Approve 3-year extensions of the lease agreements with Verizon Wireless (VZW), AT&T and Southern California Edison (SCE) for their existing wireless telecommunications facilities on the City Hall monopole. FISCAL IMPACT: The City currently collects roughly $85,000 in annual rent for the ground and building leases related to the monopole at City Hall. Amount Budgeted: $181,900 (revenue) Additional Appropriation: N/A Account Number(s): 101-6000-363-XX-X (Rent – Citywide) ORIGINATED BY: Kit Fox, AICP, Senior Administrative Analyst REVIEWED BY: Gabriella Yap, Deputy City Manager APPROVED BY: Doug Willmore, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Lease amendment for VZW (page A-1) B. Lease amendment for AT&T (page B-1) C. Lease amendment for SCE (page C-1) D. November 4, 2015, City Council Minutes (excerpt) (page D-1) E. November 4, 2015, City Council Staff report (page E-1) BACKGROUND AND DISCUSSION: On November 4, 2015, the City Council approved extensions of the lease agreements with VZW, AT&T and SCE for their respective telecommunications facilities on the monopole at City Hall (Attachment D). These extensions expired on June 30, 2016. As described in the November 4, 2015, Staff report (Attachment E), these lease agreements were extended to allow additional time for Staff to consult with the carriers about possible modifications to and/or relocation of the monopole related to the redevelopment of the civic center campus. The proposed lease amendments (Attachments A, B and C) would extend the existing carriers’ leases until June 30, 2019, under their current terms and conditions. The City would be obligated to provide the C-1 carriers with sixty (60) days’ notice of the commencement of any reconstruction of the current City Hall buildings in order to terminate the agreements prior to June 30, 2019. These proposed agreements have been prepared by the City Attorney’s Office and approved by the carriers. This matter was previously agendized for the City Council’s review at the meeting of August 16, 2016, but was continued to tonight’s meeting without discussion due to the lateness of the hour. ALTERNATIVES: In addition to the Staff recommendation, the following alternative actions are available for the City Council’s consideration: 1. Continue the consideration of the extended lease agreements for VZW, AT&T and SCE to a future date certain, based upon City Council discussion and public testimony from tonight's meeting. 2. Do not extend the current lease agreements with VZW, AT&T and SCE, and notify the carriers to remove the monopole and their respective equipment from City property within a reasonable period of time. C-2 SIXTH AMENDMENT TO BUILDING LEASE AGREEMENT THIS SIXTH AMENDMENT TO THE BUILDING LEASE AGREEMENT (“Amendment”) by and between the CITY OF RANCHO PALOS VERDES (“Lessor”) and LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON WIRELESS (“Lessee”) is effective as of the 1st day of July, 2016. RECITALS A. On February 16, 1988, Lessor and Lessee entered into that certain Building Lease Agreement (“Agreement”) whereby Lessor agreed to lease certain real property and grant an irrevocable, non-exclusive easement to Lessee for ten (10) years in exchange for payment by Lessee. On November 4, 2015, Lessor and Lessee executed the Fifth Amendment to the Agreement, which extended the term of the Agreement until June 30, 2016. B. Lessor and Lessee now desire to amend the Agreement to extend the term until either June 30, 2019, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, is reconstructed, as defined below, whichever occurs first. TERMS 1. Extension of Term. The term of this Agreement is hereby extended until either June 30, 2019, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, undergoes reconstruction, whichever occurs first. For the purposes of this Agreement, “reconstruction” includes any discretionary or necessary construction, demolition, repair, remodeling, or retrofitting activity that interferes with the Lessee’s use of its wireless telecommunications facilities or any accessory equipment such that the facilities or equipment require removal or replacement. The decision to engage in such reconstruction shall be in the sole discretion of the Lessor, and Lessor shall provide Lessee at least sixty (60) notice of commencement of such reconstruction, at which commencement the term shall terminate. 2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. Lessor and Lessee each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. C-3 Lessee represents and warrants to Lessor that, as of the date of this Amendment, Lessor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. Lessor represents and warrants to Lessee that, as of the date of this Amendment, Lessee is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] C-4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. Lessor: CITY OF RANCHO PALOS VERDES ___________________________ Ken Dyda, Mayor ATTEST: ___________________________ Carla Morreale, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP ___________________________ Dave Aleshire, City Attorney Lessee: LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON WIRELESS By:_____________________________ Name: Title: By:_____________________________ Name: Title: Address: NOTE: LESSEE’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO LESSEE’S BUSINESS ENTITY. C-5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2016 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. C-6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2016 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. C-7 FOURTH AMENDMENT TO BUILDING LEASE AGREEMENT THIS FOURTH AMENDMENT TO THE BUILDING LEASE AGREEMENT (“Amendment”) by and between the CITY OF RANCHO PALOS VERDES (“Lessor”) and NEW CINGULAR WIRELESS PCS, LLC, formerly known as Los Angeles Cellular Telephone Company and AT&T Wireless, (“Lessee”) is effective as of the 1st day of July, 2016. RECITALS A. On November 15, 1988, Lessor and Lessee entered into that certain Building Lease Agreement (“Agreement”) whereby Lessor agreed to lease certain real property and grant an irrevocable, non-exclusive easement to Lessee for ten (10) years in exchange for payment by Lessee. On November 4, 2015, Lessor and Lessee executed the Third Amendment to the Agreement, which extended the term of the Agreement until June 30, 2016. B. Lessor and Lessee now desire to amend the Agreement to extend the term until either June 30, 2019, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, is reconstructed, as defined below, whichever occurs first. TERMS 1. Extension of Term. The term of this Agreement is hereby extended until either June 30, 2019, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, undergoes reconstruction, whichever occurs first. For the purposes of this Agreement, “reconstruction” includes any discretionary or necessary construction, demolition, repair, remodeling, or retrofitting activity that interferes with the Lessee’s use of its wireless telecommunications facilities or any accessory equipment such that the facilities or equipment require removal or replacement. The decision to engage in such reconstruction shall be in the sole discretion of the Lessor, and Lessor shall provide Lessee at least sixty (60) notice of commencement of such reconstruction, at which commencement the term shall terminate. 2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. Lessor and Lessee each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. C-8 Lessee represents and warrants to Lessor that, as of the date of this Amendment, Lessor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. Lessor represents and warrants to Lessee that, as of the date of this Amendment, Lessee is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] C-9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. Lessor: CITY OF RANCHO PALOS VERDES ___________________________ Ken Dyda, Mayor ATTEST: ___________________________ Carla Morreale, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP ___________________________ Dave Aleshire, City Attorney Lessee: NEW CINGULAR WIRELESS PCS, LLC By:_____________________________ Name: Title: By:_____________________________ Name: Title: Address: NOTE: LESSEE’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO LESSEE’S BUSINESS ENTITY. C-10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2016 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. C-11 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2016 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. C-12 SECOND AMENDMENT TO BUILDING LEASE AGREEMENT THIS SECOND AMENDMENT TO THE BUILDING LEASE AGREEMENT (“Amendment”) by and between the CITY OF RANCHO PALOS VERDES (“Lessor”) and SOUTHERN CALIFORNIA EDISON COMPANY (“Lessee”) is effective as of the 1st day of July, 2016. RECITALS A. On July 1, 1994, Lessor and Lessee entered into that certain Building Lease Agreement (“Agreement”) whereby Lessor agreed to lease certain real property and grant an irrevocable, non-exclusive easement to Lessee for ten (10) years in exchange for payment by Lessee. On November 4, 2015, Lessor and Lessee executed the First Amendment to the Agreement, which extended the term of the Agreement until June 30, 2016. B. Lessor and Lessee now desire to amend the Agreement to extend the term until either June 30, 2019, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, is reconstructed, as defined below, whichever occurs first. TERMS 1. Extension of Term. The term of this Agreement is hereby extended until either June 30, 2019, or until Rancho Palos Verdes City Hall, located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90275, undergoes reconstruction, whichever occurs first. For the purposes of this Agreement, “reconstruction” includes any discretionary or necessary construction, demolition, repair, remodeling, or retrofitting activity that interferes with the Lessee’s use of its wireless telecommunications facilities or any accessory equipment such that the facilities or equipment require removal or replacement. The decision to engage in such reconstruction shall be in the sole discretion of the Lessor, and Lessor shall provide Lessee at least sixty (60) notice of commencement of such reconstruction, at which commencement the term shall terminate. 2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. Lessor and Lessee each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. C-13 Lessee represents and warrants to Lessor that, as of the date of this Amendment, Lessor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. Lessor represents and warrants to Lessee that, as of the date of this Amendment, Lessee is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] C-14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. Lessor: CITY OF RANCHO PALOS VERDES ___________________________ Ken Dyda, Mayor ATTEST: ___________________________ Carla Morreale, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP ___________________________ Dave Aleshire, City Attorney Lessee: SOUTHERN CALIFORNIA EDISON COMPANY By:_____________________________ Name: Title: By:_____________________________ Name: Title: Address: NOTE: LESSEE’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO LESSEE’S BUSINESS ENTITY. C-15 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2016 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. C-16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2016 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. C-17 C-18 AYES: NOES: ABSENT: Brooks, Duhovic, and Misetich Mayor Knight Campbell Councilman Misetich moved, seconded by Mayor Pro Tern Brooks, to approve a preliminary concept allowing LA-RICS to pursue the construction of a new monopole in the same general area as the City's current emergency communications antenna tower, with the opportunity for public input regarding the matter, and direction to staff to work with LA-RICS regarding the particular details with staff to return with the proposal for Council's final approval. The motion passed on the following roll call vote: AYES: NOES: ABSENT: Brooks, Duhovic, Misetich, and Mayor Knight None Campbell RECESS AND RECONVENE: Mayor Knight called a brief recess from 9:02P.M. to 9:12P.M. Status Report for City Hall Monopole Lease Agreements City Clerk Morreale reported that there were four requests to speak regarding this item. Senior Administrative Analyst Fox provided a staff report and PowerPoint presentation regarding this item. Emily Murray, counsel, American Tower Corporation (on behalf of Verizon), provided comments regarding photo simulations of possible camouflage options for the monopole; requested the approval of the short-term lease extensions to June 30, 2016; and noted that American Tower Corporation was willing to work with staff to identify long-term solutions to address issues that have been raised, including the camouflage of the monopole as a "mono-pine" as a possible concept for future consideration. Bonnie Belair, American Tower Corporation, stated that American Tower would be willing to work together with the other carriers on the existing monopole regarding the relocation of the pole as well as equipment facility rooms; noting that American Tower was looking for a long-term commitment. She reiterated that there would be a significant gap in coverage if the carrier cell sites were removed from the monopole and anticipated greater demand for coverage with the increased use of cell phones, tablets, and other devices. Vidya Krishnamurthy, Engineering Manager, Verizon Wireless, stated that the monopole site has been in use for over 20 years and noted the importance of the site for City Council Minutes November 4, 2015 Page 7 of 9 C-19 significant cell phone signal coverage on the Peninsula due to the topography of the area. Andres Matzkin, Real Estate Development Manager, Verizon Wireless, provided comments regarding the significant impact on the cell phone coverage if the monopole site were discontinued and noted that there was the anticipation of increased need over the next years with the increased use of mobile phones and other wireless devices. Councilman Duhovic moved, seconded by Mayor Pro Tern Brooks, to approve the staff recommendation to: Receive and file a status report on the leases for the existing antenna monopole at City Hall; provide feedback to Staff regarding the future of the City Hall monopole; and consider approving short-term extensions of the lease agreements with Verizon Wireless 0/ZW), AT&T and Southern California Edison (SCE) for their existing wireless telecommunications facilities on the City Hall monopole, with staff directed during the extension period to work diligently regarding options for the camouflage of the monopole. The motion passed on the following roll call vote: AYES: Brooks, Duhovic, Misetich, and Mayor Knight NOES: None ABSENT: Campbell ITEM REMOVED FROM THE CONSENT CALENDAR: Award Construction Contract for Construction of the Sunnyside Ridge Trail Segment Project -Revised Scope (Supports 2014 City Council Goal, Infrastructure) City Clerk Morreale reported that late correspondence was distributed prior to the meeting regarding this item. Councilman Misetich reported that he requested this item be removed from the Consent Calendar so that staff could provide a brief staff report. Director of Public Works Throne provided a brief staff report regarding this item. Discussion ensued among Council Members, staff, and City Attorney Aleshire. Councilman Misetich moved, seconded by Mayor Pro Tern Brooks, to: 1) Adopt the revised project plans and specifications on file in the Public Works Department for the Sunnyside Ridge Trail Segment Project -Revised Scope; 2) Award a construction contract to Concept Consultant, Inc. in the amount of $290,864 for the base bid items, and authorize Staff to utilize an additional $30,000 (about 1 0%) for project contingency; and, 3) Authorize the Mayor and City Clerk to execute the agreement. The motion passed on the following roll call vote: City Council Minutes November 4, 2015 Page 8 of9 C-20 CITY OF RANCHO PALOS VERDES MEMORANDUM TO: FROM: DATE: SUBJECT: HONORABLE MAYOR & CITY COUNCIL MEMB~ GABRIELLA YAP, DEPUTY CITY MANAGER Jt) NOVEMBER 4, 2015 STATUS REPORT FOR CITY HALL MONOPOLE LEASE AGREEMENTS REVIEWED BY: DOUG WILLMORE, CITY MANAGER VVVt) Project Manager: Kit Fox, AICP, Senior Administrative Analys ~ RECOMMENDATION Receive and file a status report on the leases for the existing antenna monopole at City Hall; provide feedback to Staff regarding the future of the City Hall monopole; and consider approving short-term extensions of the lease agreements with Verizon Wireless (VZW), AT&T and Southern California Edison (SCE) for their existing wireless telecommunications facilities on the City Hall monopole. FISCAL IMPACT Budgeted Amount: $ 157,500 (revenue) Account Number(s): 1 0 1-6000-363-XX-X (Rent -Citywide) The City currently collects roughly $85,000 in annual rent for the ground and building leases related to the monopole at City Hall. This rent is adjusted annually for inflation, using the Consumer Price Index (CPI) as a benchmark. Please note that the total revenue projection referenced above includes all City properties. There is no fiscal impact associated with receiving this status update. Similarly, if the City Council agrees to short-term extensions of the current lease agreements, revenue projections for FY2015-16 should remain unchanged. However, if the City Council elects not to extend these lease agreements, the projected future revenue from leases related to the monopole will be reduced to zero. C-21 MEMORANDUM: Status Report on Monopole Lease Agreements November 4, 2015 Page 2 EXECUTIVE SUMMARY Staff has drafted short-term extensions of the current lease agreements with VZW, AT&T and SCE, for the purpose of allowing their use of the monopole at City Hall to continue while the City explores options to improve the aesthetics of the monopole. The City Council is also asked to consider the possibility of replacing the current monopole with a new monopole that could potentially support the current commercial carriers, LA-RICS and/or the City's emergency communications antennae. BACKGROUND The 80-foot-tall antenna monopole at Rancho Palos Verdes City Hall has been a fixture since the late 1980s. It was initially denied by the Planning Commission (due to a tie vote) in August 1987, and this action was then appealed to the City Council by the original applicant, PacTel Cellular Telephone (now VZW). The City Council subsequently approved the monopole on appeal in February 1988. These entitlements have subsequently been revised several times over the years to accommodate additional carriers and/or modified antennae-sometimes on appeal to the City Council. The City entered into its first lease agreement for the monopole in February 1988, with the VZW monopole 1 occupying leased ground adjacent to the 2-story building at City Hall, and VZW equipment occupying leased space inside the first floor of this same building. In November 1988, the City entered into its second lease agreement for the monopole with Los Angeles Cellular Telephone Company (now AT&T), allowing the placement of a 280-square foot equipment enclosure adjacent to the 2-story building at City Hall.2 In July 1994, the City entered into its third lease agreement for the monopole with SCE, allowing the placement of SCE equipment within a 11 0-square-foot closet on the second floor of the 2-story building at City Hall. 3 The aerial photo on the following page depicts the relative locations of the monopole and equipment lease areas for each of the carriers at City Hall. 1 The monopole itself is owned by VZW, and currently managed on its behalf by American Tower Corporation (ATC). 2 AT&T sublets space for the co-location of antennae on the monopole from VZW, in an agreement to which the City is not a party. 3 SCE also sublets space for the co-location of antennae on the monopole from VZW, in an agreement to which the City is not a party. C-22 MEMORANDUM: Status Report on Monopole Lease Agreements November 4, 2015 Page 3 All three (3) lease agreements included prov1s1ons for automatic and negotiated extensions over the years. Eventually, Staff "synchronized" the leases so that they would all expire on June 30, 2014. In 2012, Staff and the former City Attorney began to discuss long-term extensions of these lease agreements with VZW, AT&T and SCE, with the intention of updating them to the standards of modern telecommunications agreements and technology, and bringing compensation in line with current market rates . In early 2014, Staff met with the City Council's Civic Center Master Plan Subcommittee (Mayor Knight and Councilmember Duhovic) to discuss issues related to the development of a Civic Center Master Plan, including the status of and future plans for the monopole. It should be noted that the leases with all three (3) carriers included provisions allowing the City to require the relocation of the monopole in the event of the redevelopment of the City Hall campus. The Subcommittee expressed a strong desire for Staff to explore modifications to the existing monopole with the lessees that would improve its aesthetics and reduce its visual impacts upon the community. Since the City's monopole is a "first generation" wireless facility, it does not incorporate any of the "stealth" features that are common in the more modern facilities being constructed today. C-23 MEMORANDUM: Status Report on Monopole Lease Agreements November 4, 2015 Page4 Given the short time then remam1ng until the expiration of the current leases, Staff proposed (as an interim measure and subject to approval by the City Council) to amend and extend each the leases for an additional short period of time, subject to existing terms and conditions. The purpose of these short-term extensions would be to allow time for Staff and VZW/ATC to explore options to improve the aesthetics of the monopole before committing to new, long-term lease agreements. Staff and the former City Attorney drafted short-term extensions of these leases until June 30, 2016, which have been approved by all three (3) carriers. Drafts of these extensions have subsequently been reviewed and approved by the current City Attorney. Coast Guard Pr?perty r· en1er9·~. iicommunications Antenna Tower Coast Guard Antenna Towers l As a separate matter on tonight's agenda, the City Council is receiving an update on the proposal by the Los Angeles Regional Interoperable Communications System (LA-RICS) Authority to install a new antenna monopole on Coast Guard property adjacent to City Hall. LA-RICS is now suggesting that it may be interested in replacing the existing monopole at City Hall with a new monopole on City property that would support antennae for LA-RICS and the monopole's current carriers (rather than constructing a separate monopole on the Coast Guard property solely for LA-RICS' use). LA-RICS envisions that C-24 MEMORANDUM: Status Report on Monopole Lease Agreements November 4, 2015 Page 5 this new monopole might replace both the current monopole and the City's emergency communications antenna tower. However, this proposal raises a number of issues that need to be further researched, including coordination with VZW/ATC, the other carriers on the current monopole and/or the Peninsula Volunteer Alert Network (PVAN). Staff understands that VZW/ATC has recently reached out to LA-RICS to discuss the possibility of co-location. DISCUSSION Proposed Extensions of Current Lease Agreements As mentioned above, Staff and the former City Attorney drafted short-term extensions of the current lease agreements with VZW, AT&T and SCE. The current City Attorney has reviewed and approved these agreements. All three (3) carriers have indicated to Staff that these agreements are acceptable. The extended leases would not change any existing terms or conditions of the current agreements, and would all expire on June 30, 2016. Staff would use the remaining term of these extended leases to consult with the monopole's owner and the carriers on the feasibility of modifying the monopole to improve its aesthetics. Staff would then return to the City Council prior to the expiration of the extended leases to report on the outcome of these consultations, and to present recommendations to and/or receive further direction from the City Council. Monopole Replacement and/or Co-Location with LA-RICS As mentioned above, LA-RICS has expressed interest in the possibility of constructing a new monopole on City property that could accommodate LA-RICS and the existing carriers on the City Hall monopole. LA-RICS has indicated that it would prefer this arrangement to co-locating on the existing, privately-owned monopole. The exact location of a new monopole has not been determined yet, although LA-RICS has suggested either the current monopole location or the site of the City's emergency communications antenna tower near the RPVtv studio, which is operated by PVAN. LA- RIGS also envisions that the new monopole would be owned and managed by the City, rather than by one of the carriers (as is currently the case). At any location, it is a virtual certainty that a new monopole would need to be taller than the current 80-foot monopole in order to accommodate both LA-RICS and all of the existing carriers. To allow a new monopole to be constructed by LA-RICS on City property, the City Council would need to approve a site license agreement with LA-RICS. Furthermore, Staff believes that the joint installation of non-commercial (i.e., LA-RICS) and commercial antennae on a new, City Hall monopole would also require the approval of a conditional use permit (CUP) by the Planning Commission, which LA-RICS has very C-25 MEMORANDUM: Status Report on Monopole Lease Agreements November 4, 2015 Page 6 much sought to avoid. The pursuit of a new monopole serving all of these (potentially competing) carriers is likely to be a very complex undertaking, for which City Staff does not have the necessary technical expertise. LA-RICS would like to know as soon as possible if the City is interested in replacing the current monopole, as described above. At this point, Staff has no assurance about the actual height, location or appearance of such a monopole. The City Attorney would need to review any site license agreement to be executed between LA-RICS and the City for the installation of a new monopole. In addition, Staff believes that such an installation would require the approval of a CUP by the Planning Commission, which would be appealable to the City Council. As a reminder, both the existing monopole and the existing emergency communications antenna tower on City property were subject to CUP approvals, and both were ultimately approved only after being appealed to the City Council. Similar public opposition to a new monopole is to be expected. Committing to a major new permanent structure on the civic center campus in the absence of an approved master plan for the site may create complications and unintended consequences for the future, orderly redevelopment of the site. Furthermore, City ownership and management of a new monopole may require the long-term commitment of an unknown amount of City resources. Other Plans for the Future of the Monopole Notwithstanding the lease extensions drafted by Staff or the latest proposal by LA-RICS, the City Council may wish to discuss whether or not it desires any monopole to remain at the City Hall campus. Since all three (3) leases are currently expired and the carriers' use of the monopole is effectively on a "month-to-month" basis, the City could give notice to the carriers to vacate the City's property under the current terms of their respective agreements. If this option is selected, Staff would recommend giving the carriers a reasonable amount of time (e.g., six (6) months or more) to acquire and install replacement facilities. However, the City Council should also be aware that such replacement facilities might include (but not necessarily be limited to): • Additional monopoles and/or "stealth" antenna installations on nearby private property; and, • Additional dispersed installation(s) of antennae within the City's public rights-of- way. Staff has asked the carriers' representatives to be prepared to answer questions about how they might go about replacing the coverage provided by the current monopole in the event that the City Council desires for it to be removed. Staff anticipates that these representatives will be present at tonight's meeting to address such questions. Also, C-26 MEMORANDUM: Status Report on Monopole Lease Agreements November 4, 2015 Page 7 preliminary discussions with the carriers suggest that "stealth" installations attached to the existing City Hall building (e.g., the elevator tower) may not provide enough height to replace the coverage currently provided by the monopole. CONCLUSION In conclusion, Staff recommends that the City Council receive and file a status report on the leases for the existing antenna monopole at City Hall; provide feedback to Staff regarding the future of the City Hall monopole; and consider approving short-term extensions of the lease agreements with VZW, AT&T and SCE for their existing wireless telecommunications facilities on the City Hall monopole. ALTERNATIVES In addition to the Staff recommendation, the following alternative actions (or some combination thereof) are available for the City Council's consideration: 1. Extend the current lease agreements with VZW, AT&T and SCE until June 30, 2016 (or some other date as agreed to by the City Council), with direction to the carriers to work with Staff explore feasible options to improve the aesthetics of the monopole and report back to the City Council prior to the expiration of the extended lease agreements. 2. Continue the consideration of the extended lease agreements for VZW, AT&T and SCE to a future date certain, based upon City Council discussion and public testimony from tonight's meeting. 3. Do not extend the current lease agreements with VZW, AT&T and SCE, and notify the carriers to remove the monopole and their respective equipment from City property within a reasonable period of time. 4. Authorize LA-RICS to pursue the construction of a new, City-owned monopole on City property to support LA-RICS and the current carriers' equipment. 5. Do not authorize LA-RICS to pursue the construction of a new monopole on City property. Attachments: • Draft short-term lease extensions for: o VZW (page 9) o AT&T (page 20) o SCE (page 32) • Timeline of current monopole leases (page 41) Attachments (cont’d): • Existing lease agreements and amendments for: o VZW (page 43) o AT&T (page 74) o SCE (page 103) • Letter from American Tower Corporation (page 115) M:\Municipal Facilities\City Hall Monopole\20151104_MonopoleLeaseStatusReport_StaffRpt.docx C-27 C-28 lverizon Wireless I FIFTH AMENDMENT TO BUILDING LEASE AGREEMENT This FIFTH AMENDMENT TO BUILDING LEASE AGREEMENT ("Amendment") is made and entered into as of this __ day of , 2015, by and between the City of Rancho Palos Verdes, a California municipal corporation ("Lessor") and Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless ("Lessee"), each individually a "Party," and collectively the "Parties." RECITALS WHEREAS, Lessor is the owner of that certain real property located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California; and, WHEREAS, Lessor and Lessee are parties to that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated February 16, 1988, as amended by that certain Second Amendment to Lease Agreement dated January 17, 1995, as further amended by that certain Third Amendment to Lease Agreement dated February 19, 2008, and as further amended by that certain Fourth Amendment to Building Lease Agreement dated June 16, 2009 (collectively, the "Lease"), whereby Lessor leases to Lessee a portion of Lessor's Property as more particularly set forth in the Lease; and, WHEREAS, the Lease's term expired on June 30, 2014, and became a month-to- month tenancy subject to all the terms of the Lease; and WHEREAS, Lessor and Lessee desire to amend the Lease to (i) extend the term thereof retroactive to the date it expired, and (ii) modify certain other provisions of the Lease, as more specifically set forth below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows : 1. Defined Terms. Any capitalized terms used in this Amendment that are not defined herein shall have the meanings given those terms in the Lease. 2. Extension of Term. The term of the Lease is hereby extended by two (2) years, beginning with the date it expired, and the Lease shall automatically terminate on June 30, 2016. 3. Notices. Lessee's notice address listed in the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof: C-29 Lessee: Los Angeles SMSA Limited Partnership, dba Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attn: Network Real Estate Site Name: Palos Verdes 4. Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor as of the date hereof that: (a) Lessee is not in default under the Lease, and (b) Lessee has not committed any act or omission that, after notice or the passage of time, or both, would constitute a default or event of default under the Lease. 5. Full Force and Effect. Except as specifically modified by this Amendment, all of the terms and conditions of the Lease shall remain in full force and effect. Each reference in the Lease to itself shall be deemed also to refer to this Amendment. 6. Conflict. In the event of a conflict between any term or provision of the Lease and this Amendment, the terms and provisions of this Amendment shall control. 7. Captions. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. 8. Counterparts; Duplicate Originals. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. This Amendment may also be executed in duplicate originals, each of which is deemed to be an original for all purposes. 9. Memorandum of Lease. Concurrently with its execution and delivery of this Amendment, Lessee shall also execute and deliver to Lessor a memorandum of lease in the form attached hereto as Exhibit A (duly acknowledged by a notary) which Lessor may then execute and record. Upon the expiration or termination of this Lease, Lessee shall, immediately on Lessor's request, execute and deliver to City a quitclaim deed to the Property, in recordable form, designating Lessor as transferee. 10. Authority of Lessee. Each individual executing this Lease on behalf of Lessee represents and warrants that he or she is duly authorized to execute and deliver this Amendment on behalf of Lessee, in accordance with the formation and organizational documents of Lessee, and that this Amendment is binding upon Lessee. C-30 11. Ratification and Reaffirmation. Lessor and Lessee do hereby ratify, reaffirm, adopt, contract for, and agree to be or continue to be, as the case may be, bound by all of the terms and conditions of the Lease. Except as modified herein, all of the terms and conditions of the Lease are incorporated by reference herein as if set forth at length. It is acknowledged and agreed that the execution of this Amendment by the Lessor and Lessee is not intended to and shall not constitute a release of the Lessor and/or Lessee from any and all obligations or liabilities which they have to each other under and pursuant to the terms of the Lease, and the Lessor and Lessee are not released from any such liabilities or obligations. IN WITNESS WHEREOF, the Parties hereto have entered into this Amendment as of the date set forth in the introductory paragraph. LESSOR: City of Rancho Palos Verdes, a California municipal corporation By: Jim Knight, Mayor APPROVED AS TO FORM: By: David J. Aleshire, City Attorney LESSEE: Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless By: AirTouch Cellular Its: General Partner By: Name: Brian Mecum Title: Area Vice President Network ATTEST: By: Carla Morreale, City Clerk C-31 Date: ______________________ __ C-32 LESSEE ACKNOWLEDGMENT State of California ) ) County of Orange ) On before me, , Notary Public, personally appeared Brian Mecum , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public Place Notary Seal Above C-33 LESSOR ACKNOWLEDGMENT State of California ) County of Los Angeles ) City of Rancho Palos Verdes ) On before me, _______________ _ Date Insert Name and Title of the Officer personally appeared , who proved to me on the basis of Name of Signer(s) satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-34 RECORDING REQUESTED BY; AND WHEN RECORDED RETURN TO: City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, California 90275 Attention: City Clerk [Space Above For Recorder's Use Only] The undersigned declares that this Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. MEMORANDUM OF AMENDED LEASE THIS MEMORANDUM OF AMENDED LEASE (this "Memorandum") is dated as of __ , 2015, and is executed by the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("Lessor"), and LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership, dba Verizon Wireless ("Lessee"). RECITALS A. Lessor and Lessee previously recorded with the Los Angeles County Recorder's Office a Memorandum of Lease Agreement as document number 88- 1290381, regarding that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated February 16, 1988 (the "Original Lease"). B. Lessor and Lessee amended the Original Lease by that certain Second Amendment to Lease Agreement dated January 17, 1995, as further amended by that certain Third Amendment to Lease Agreement dated February 19, 2008, as further amended by that certain Fourth Amendment to Building Lease Agreement dated June 16, 2009, and as further amended by that certain Fifth Amendment to Building Lease Agreement of even date herewith (collectively, the "Amended Lease"). B. Pursuant to the Amended Lease, Lessor has agreed to lease and demise to Lessee, and Lessee has agreed to lease and accept from Lessor, portions of the real property located in the City of Rancho Palos Verdes, County of Los Angeles, State of California, at 30940 Hawthorne Boulevard (the "Property"), that are more particularly described in the Amended Lease. D. Lessor and Lessee now desire to enter into this Memorandum to provide record notice of the Amended Lease to comply with Section 37393 of the Government Code. C-35 AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows: Lease. Lessor has leased the Property to Lessee pursuant to the Amended Lease, for an additional term of two (2) years expiring June 30, 2016, at the rental and upon the other terms and conditions set forth in the Amended Lease, which terms and conditions are incorporated herein by this reference. Purpose. This Memorandum is prepared for the purposes of recordation only and in no way modifies the terms and conditions of the Amended Lease. In the event any provision of this Memorandum is inconsistent with any term or condition of the Amended Lease, the term or condition of the Amended Lease shall prevail. Counterparts. This Memorandum may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. [SIGNATURES BEGIN ON NEXT PAGE] C-36 IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Amended Lease as of the date first written above. LESSOR: ATTEST: Carla Morreale, City Clerk APPROVED AS TO FORM: David J. Aleshire, City Attorney LESSEE: City of Rancho Palos Verdes, a California municipal corporation By: Jim Knight, Mayor Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless By: AirTouch Cellular Its: General Partner By: Name: Brian Mecum Title: Area Vice President Network Date: ________________________ __ C-37 LESSEE ACKNOWLEDGMENT State of California ) ) County of Orange ) On before me, , Notary Public, personally appeared Brian Mecum . who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public Place Notary Seal Above C-38 LESSOR ACKNOWLEDGMENT State of California ) County of Los Angeles ) City of Rancho Palos Verdes ) On before me, _______________ _ Date Insert Name and Title of the Officer personally appeared , who proved to me on the basis of Name of Signer(s) satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-39 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 THIRD AMENDMENT TO BUILDING LEASE AGREEMENT IAT&T I This THIRD AMENDMENT TO BUILDING LEASE AGREEMENT ("Third Amendment") is made and entered into as of this _ day of , 2015, by and between the City of Rancho Palos Verdes, a California municipal corporation ("Lessor") and New Cingular Wireless PCS, LLC, a Delaware limited liability company ("Lessee"), each individually a "Party," and collectively the "Parties." RECITALS WHEREAS, Lessor is the owner of that certain real property located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California; and, WHEREAS, Lessee was formerly known as LA Cellular and AT&T Wireless; and WHEREAS, Lessor and Lessee are parties to that certain Building Lease Agreement dated November 15, 1988, as amended by that certain First Amendment to Lease Agreement dated June 3, 2008, and as further amended by that certain Second Amendment to the Building Lease Agreement dated June 16, 2009, (collectively, the "Lease"), whereby Lessor leased to Lessee a portion of Lessor's Property as more particularly set forth in the Lease; and, WHEREAS, the Lease's term expired on June 30, 2014, and became a month-to- month tenancy subject to all the terms of the Lease; and WHEREAS, Lessor and Lessee desire to amend the Lease to (i) extend the term thereof retroactive to the date it expired, and (ii) modify certain other provisions of the Lease, as more specifically set forth below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows: 1. Defined Terms. Any capitalized terms used in this Third Amendment that are not defined herein shall have the meanings given those terms in the Lease. 2. Extension of Term. The term of the Lease is hereby extended by two (2) years, beginning with the date it expired, and the Lease shall automatically terminate on June 30, 2016. 3. Notices. Lessee's notice address listed in the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof: C-40 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 Lessee: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration Re: Cell Site#: LAC124; Cell Site Name: PALOS VERDES CA 2 (CA) Fixed Asset No.: 1 0085903 575 Morosgo Drive NE Atlanta, GA 30324 With a required copy of the notice sent to the address above to: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Re: Cell Site#: LAC124; Cell Site Name: PALOS VERDES CA 2 (CA) Fixed Asset No.: 1 0085903 208 S. Akard Street Dallas, Texas, 75202-4206 4. Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor as of the date hereof that: (a) Lessee is not in default under the Lease, and (b) Lessee has not committed any act or omission that, after notice or the passage of time, or both, would constitute a default or event of default under the Lease. 5. Full Force and Effect. Except as specifically modified by this Third Amendment, all of the terms and conditions of the Lease shall remain in full force and effect. Each reference in the Lease to itself shall be deemed also to refer to this Third Amendment. 6. Conflict. In the event of a conflict between any term or provision of the Lease and this Third Amendment, the terms and provisions of this Third Amendment shall control. 7. Captions. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Third Amendment. 8. Counterparts; Duplicate Originals. This Third Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. This Third Amendment may also be executed in duplicate originals, each of which is deemed to be an original for all purposes. 9. Memorandum of Lease. Concurrently with its execution and delivery of this Third Amendment, Lessee shall also execute and deliver to Lessor a memorandum of lease in the form attached hereto as Exhibit A (duly acknowledged by a notary) which Lessor may then execute and record. Upon the expiration or termination of this Lease, Lessee shall, immediately on Lessor's request, execute and deliver to City a quitclaim deed to the Property, in recordable form, designating Lessor as transferee. C-41 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 10. Authority of Lessee. Each individual executing this Lease on behalf of Lessee represents and warrants that he or she is duly authorized to execute and deliver this Third Amendment on behalf of Lessee, in accordance with the formation and organizational documents of Lessee, and that this Third Amendment is binding upon Lessee. IN WITNESS WHEREOF, the Parties hereto have entered into this Third Amendment as of the date set forth in the introductory paragraph. LESSOR: City of Rancho Palos Verdes, a California municipal corporation By: Jim Knight, Mayor APPROVED AS TO FORM: By: David J.Aieshire, City Attorney LESSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: Name: -------------------------- Title: By: Name: -------------------------- Title: ATTEST: By: Carla Morreale, City Clerk C-42 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 LESSEE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _____ _ ) ) ) On----=--------before me, ________________ _ Date Insert Name and Title of the Officer personally appeared ____________ , who proved to me on the basis of Name of Signer(s) satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-43 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 LESSOR ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Los Angeles ) City of Rancho Palos Verdes ) On before me, ________________ _ Date Insert Name and Title of the Officer personally appeared , who proved to me on the basis of Name of Signer(s) satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-44 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 RECORDING REQUESTED BY; AND WHEN RECORDED RETURN TO: City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, California 90275 Attention: City Clerk [Space Above For Recorder's Use Only] The undersigned declares that this Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE (this "Memorandum") is dated as of ________ , 2015, and is executed by the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("Lessor"), and NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company ("Lessee"). RECITALS A Lessor and Lessee have entered into that certain Building Lease Agreement dated November 15, 1988, as amended by that certain First Amendment to Lease Agreement dated June 3, 2008, as further amended by that certain Second Amendment to Building Lease Agreement dated June 16, 2009, and as further amended by that certain Third Amendment to Building Lease Agreement of even date herewith (collectively, the "Lease"), pursuant to which Lessor has agreed to lease and demise to Lessee, and Lessee has agreed to lease and accept from Lessor, portions of the real property located in the City of Rancho Palos Verdes, County of Los Angeles, State of California, at 30940 Hawthorne Boulevard ("Property"), that are more particularly described in the Lease and Exhibit 1 annexed hereto. C. Lessor and Lessee now desire to enter into this Memorandum to provide record notice of the Lease to comply with Section 37393 of the Government Code. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows: 1. Lease. Lessor has leased the Property to Lessee pursuant to the Lease, for an additional term of two (2) years expiring June 30, 2016, at the rental and upon the C-45 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 other terms and conditions set forth in the Lease, which terms and conditions are incorporated herein by this reference. 2. Purpose. This Memorandum is prepared for the purposes of recordation only and in no way modifies the terms and conditions of the Lease. In the event any provision of this Memorandum is inconsistent with any term or condition of the Lease, the term or condition of the Lease shall prevail. 3. Counterparts. This Memorandum may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Lease as of the date first written above. LESSOR: City of Rancho Palos Verdes, a California municipal corporation By: Jim Knight, Mayor ATTEST: Carla Morreale, City Clerk APPROVED AS TO FORM: David J. Aleshire, City Attorney C-46 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 LESSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: Name Title By: Name Title A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles ) ) On ____________ , before me, ____________ _ (insert name and title of the officer) personally appeared ________________________ ~ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-47 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles ) ) On ____________ , before me, --::--:-------:~--:-:-:---:::--:---- (insert name and title of the officer) personal~ appeared ________________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-48 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 Exhibit 1 to Memorandum of Lease Property Page 1 of3 DIBCBifl'JOH 9f YHPIRLXING.P80PERTY: THAT POR1'IOH OF BLOCK •H• 1 AS SHOWN ON MAP OF THE RANCHO LOS PALOS V~ES, iN THE cop~y OF LOS ANGELES, STATE OF CALIFO~lA, ALLOTTED TO JOTHAM BIXBY, BY DECREE IN'PARTITION IN THE ACTION •BIXBY, ET AL. VS. VEN, ET AL", CASE NO. 2373, IN TUE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE Ol' CALIFORNIA, IN "'AND FOR THE' COUNTY OF LOS ANGELES AND ENTERED IN BOOK 4 PAGE 57 OF JUDGMENTS, IN THE SUPERIOR COURT OF SAID CC)UNTY 1 DESCRIBED AS FOLLOWS: CC•HMENCING AT A POINT, SAID POINT BEING THE COUNTY OF LOS ANGELES, TRIANGULATION HOKUXENT SAN PEDRO HILLS D-7, AND HAVING S'l'ATI CoORDINATES OF NORTH 4, 019,3 30.05, EAST 4,164,224. 94 I SAID POINT BEING LOCATED ON A POINT OF LAND NORTH OF'PALOS VERDES D~IVE, OVERLOOXING POINT VICENTE LIGHTHOUSE; THENCE N 53'31'5'8NE 415.07 FEET TO 'I'tiE CENTER OF THE NORTHWEST GUN TURR£T OF BATTERY 2401 THENCE N 51"59 1 lJME 55.00 FEET; THENCE N 38'00'47".W 56,15 FEET TO THE TRUE POINT OF BEGINNING; THENCE N 36'00 1 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; THEHCI S 86'20 1 48ME 212.34 FEET; THENCE N 01'46'52"W 109.94 FEITI T~CE N 11'44 1 11"E 278.53 FEET; THENCE S 18'50'35"1 60.40 FEET; S 71'55'48"E 57.83 FEET; THENCE I 6:P00'18•1 226.14 I'IITI THENCE N 62'li'OO"E 84,12 PIET TO A POINT IN THE SOUTH RICHT•OP-WAY LINE OF HAWTHORNE BOULEVARD, SAID POINT BEING A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 550, 00 FEET I THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 02'18'26M, A DISTANCE OF 22.15 FEET; THENCE, S62'19 1 00"W 79.98 FEET; THENCE, S 84'31'12"W 216.25 FEETT THENCE N 02'24 1 09"W 55.04 FEET: THENCE N 87'34"50"W 231.16 FEt'I'; THENCE S 02'23 1 42ME 78.06 FEET; THENCE N 83'00'4g 14 W 166.47 f'EE'l'.l THENCE N 86'20 1 48"W 212.35 FEET; THENCE N $3'01 1 10"W 69,96 FEET TO A POINT BEING A TANGENT CURVE CONCAVE SQUTHERLY, HAVING A RADIUS OF 85.00 FEET; THENCE WEi3'l'ERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 60.58 1 07M, A DISTANCE OF 90.54 FEET; THENCE S J6•00 1 43"W 25.04 FEl~Tt THENCE H 38•00'47"W 20.80 FEET TO THE TRUE POINT OF BEGINNING. C-49 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 Exhibit 1 to Memorandum of Lease Property Page 2 of3 OESC~JfTI9~ OF LEASE SITE: THAT PORTION OF THE ABOVE DESCRIBED UNDERLYING PROPERTY OESCRIBED:AS FOLLOWS: COMMENCING AT A POINT ON THAT CERTAIN NORTHERLY LINE OF SAID UNDERLYING PROPERTY RECITED AS N 81"44 1 11•£ 278.53 FEET DISTANT THEREFROM N Bl•-t4 1 ll"E 79.30 FEET FROM ITS WESTERLY HOST TERMINUS THEREOF; THENCE S o~·50 1 09"E 11.17 FEET TO A POINT, SAID POINT BEING A CORNER OF AN EXISTING TWO•STORY BUl:LOING AND SAME POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE, ALONG THE BUILDING WALL, 1. S 02'50 1 09"E 3,00 F~ET; THENCE, 2. S 87"09'57•W 29.00 tEET; THENCE, 3. N 02•s:0'09•W 16.00 FEET PASSING THROUGH THE ABOVE MENTIONED NORTHERLY LINE OF SAID UNDERLYING PROPERTY; THENCE, 4. H 87"09'1S~E 29.00 FEET; THENCE, 5. S 02•S0'09"E 13.00 FEET TO THE POINT OF H~GINNING; CONTAINING •64 SQUARE FEET; 0.011 ACRES. OESCRI PTION OF LEASE SITE: CAL T£RNATE SHELTER SITE) THAT PORTIPN OF THE ABOVE DESCRlln:o UNDERL:tlNG PROPERT¥ DESCRIBED AS FOLLOWS: COMMENCINGAT A POINT ON THAT CERTAIN NORTHWESTERLY LINE OF SAID UNDERLYING PROPERTY RECITED AS N Ol•46 1 52"W 109.94 FEET DISTANT THEREFROM N Ol•-t6'52~W 26.75 FEET FROM ITS SOUTHERLY TERMINUS THEREOF; THENCE N as•tJ'OB"E 80.54 FEET TO A POINT, SAID POINT BEING A CORNER OF AN EXISTING TWO STORY OFFICE BUILDING; THENCE, S 02.50'09 11 £ 14.00 FEET 1'0 POINT OF BEGINNING OF THIS DESCRIPTION; THENCE. C-50 Cell Site No. LAC124 Cell Site Name: PALOS VERDES CA 2 Fixed Asset No. 10085903 Market: LA Address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 : l. :2. 3 • 4. 5. Exhibit 1 to Memorandum of Lease s a7'"0$'5l•w S 02.50'09"E H a7•o$'5l"E N 02 ·50' og••w S 87•09'51MW Property Page 3 of3 ll. 00 FEET; 1'tlENCE, 15.00 FEET; THENCE, 30.00 FEET; THENCE, 15.00 FEET; THENCE, 17.00 FEET TO POINT OF 8£GlNNING. CONTAINING 450.00 SQUARE FEET; 0.01 ACRES. C-51 FIRST AMENDMENT TO BUILDING LEASE AGREEMENT This FIRST AMENDMENT TO BUILDING LEASE AGREEMENT ("Amendment") is made and entered into as of this __ day of , 2015, by and between the City of Rancho Palos Verdes, a California municipal corporation ("Lessor") and Southern California Edison Company, a California corporation ("Lessee"), each individually a "Party," and collectively the "Parties." RECITALS WHEREAS, Lessor is the owner of that certain real property located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California; and, WHEREAS, Lessor and Lessee are parties to that certain Building Lease Agreement dated July 1, 1994 (the "Lease"), whereby Lessor leased to Lessee a portion of Lessor's Property as more particularly set forth in the Lease; and, WHEREAS, the Lease's term expired on June 30, 2014, and became a month-to- mon'th tenancy subject to all the terms of the Lease; and WHEREAS, Lessor and Lessee desire to amend the Lease to (i) extend the term thereof retroactive to the date it expired, and (ii) modify certain other provisions of the Lease, as more specifically set forth below . AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows: 1. Defined Terms. Any capitalized terms used in this Amendment that are not defined herein shall have the meanings given those terms in the Lease. 2. Extension of Term. The term of the Lease is hereby extended by two (2) years, beginning with the date it expired, and the Lease shall automatically terminate on June 30, 2016. 3. Notices. Lessee's notice address listed in the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof: Lessee: Southern California Edison Company Real Properties, 2nd Floor 2131 Walnut Grove Avenue Rosemead, California 91770 C-52 4. Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor as of the date hereof that: (a) Lessee is not in default under the Lease, and (b) Lessee has not committed any act or omission that, after notice or the passage of time, or both, would constitute a default or event of default under the Lease. 5. Full Force and Effect. Except as specifically modified by this Amendment, all of the terms and conditions of the Lease shall remain in full force and effect. Each reference in the Lease to itself shall be deemed also to refer to this Amendment. 6. Conflict. In the event of a conflict between any term or provision of the Lease and this Amendment, the terms and provisions of this Amendment shall control. 7. Captions. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. 8. Counterparts; Duplicate Originals. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. This Amendment may also be executed in duplicate originals, each of which is deemed to be an original for all purposes. 9. Memorandum of Lease. Concurrently with its execution and delivery of this Amendment, Lessee shall also execute and deliver to Lessor a memorandum of lease in the form attached hereto as Exhibit A (duly acknowledged by a notary) which Lessor may then execute and record. Upon the expiration or termination of this Lease, Lessee shall, immediately on Lessor's request, execute and deliver to City a quitclaim deed to the Property, in recordable form, designating Lessor as transferee. 10. Authority of Lessee. Each individual executing this Lease on behalf of Lessee represents and warrants that he or she is duly authorized to execute and deliver this Amendment on behalf of Lessee, in accordance with the formation and organizational documents of Lessee, and that this Amendment is binding upon Lessee. [SIGNATURES BEGIN ON NEXT PAGE] C-53 IN WITNESS WHEREOF, the Parties hereto have entered into this Amendment as of the date set forth in the introductory paragraph. LESSOR: City of Rancho Palos Verdes, a California municipal corporation By: Jim Knight, Mayor APPROVED AS TO FORM: By: David J. Aleshire, City Attorney LESSEE: Southern California Edison Company, a California corporation By: Name: ------------------------ Title: By: Name: ------------------------ Title: ATTEST: By: Carla Morreale, City Clerk C-54 LESSEE ACKNOWLEDGMENT State of California ) ) County of ) On _________ before me, ---:-----:-:-----:-:=-:------=---:-----=-=-::------ Date Insert Name and Title of the Officer personally appeared -----:-:------,:--=-c----,---,------' who proved to me on the basis of Name of Signer(s) satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-55 LESSOR ACKNOWLEDGMENT State of California ) County of Los Angeles ) City of Rancho Palos Verdes ) On _________ before me, _______________ _ Date Insert Name and Title of the Officer personally appeared ___________ , who proved to me on the basis of Name of Signer(s) satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-56 RECORDING REQUESTED BY; AND WHEN RECORDED RETURN TO: City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, California 90275 Attention: City Clerk [Space Above For Recorder's Use Only] The undersigned declares that this Memorandum of Lease is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. MEMORANDUM OF AMENDED LEASE THIS MEMORANDUM OF AMENDED LEASE (this "Memorandum") is dated as of __ , 2015, and is executed by the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("Lessor"), and SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation ("Lessee"). RECITALS A. Lessor and Lessee previously recorded with the Los Angeles County Recorder's Office a Memorandum of Lease as document number 95-152340. B. Lessor and Lessee have entered into that certain First Amendment to the Building Lease Agreement of even date herewith (the "Amended Lease"), pursuant to which Lessor has agreed to lease and demise to Lessee, and Lessee has agreed to lease and accept from Lessor, portions of the real property located in the City of Rancho Palos Verdes, County of Los Angeles, State of California, at 30940 Hawthorne Boulevard (the "Property"), that are more particularly described in the Amended Lease. C. Lessor and Lessee now desire to enter into this Memorandum to provide record notice of the Amended Lease to comply with Section 37393 of the Government Code. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows: Lease. Lessor has leased the Property to Lessee pursuant to the Amended Lease, for an additional term of two (2) years expiring June 30, 2016, at the rental and upon the other terms and conditions set forth in the Amended Lease, which terms and conditions are incorporated herein by this reference. C-57 Purpose. This Memorandum is prepared for the purposes of recordation only and in no way modifies the terms and conditions of the Amended Lease. In the event any provision of this Memorandum is inconsistent with any term or condition of the Amended Lease, the term or condition of the Amended Lease shall prevail. Counterparts. This Memorandum may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of Amended Lease as of the date first written above. LESSOR: ATTEST: Carla Morreale, City Clerk APPROVED AS TO FORM: David J. Aleshire, City Attorney LESSEE: City of Rancho Palos Verdes, a California municipal corporation By: Jim Knight, Mayor Southern California Edison Company, a California corporation By: Name Title By: Name Title C-58 State of California County of Los Angeles ) ) On ____________ , before me, ___________ _ (insert name and title of the officer) personally appeared ________________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-59 State of California County of Los Angeles ) ) On ____________ , before me, ___________ _ (insert name and title of the officer) personally appeared ________________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public C-60Rancho Palos Verdes City Hall Monopole Lease Time l ine Date Carrier Action Description 2/16/1988 PacTe l Cellular (Los Angeles Bu ild ing Lease Agreement Original lease agreement for SMSA Lim ited Partnersh ip) approved PacTel monopole and equ ipment area inside ground floor of Administration Building at C ity Hall ; exp ires 2/28/1998 with options for two (2), 5-year automatic extens ions 2/16/1988 PacTel Ce ll ular (Los Angeles Addendum to Bu ild ing Lease Modified m iscellaneous SMSA Limited Partnership) Agreement approved) provis ions of original lease agreement; no change in expiration date 11 /15/1988 LA Cellu lar (Los Angeles Cellular Bu ild ing Lease Agreement Original lease agreement for f ree- Te lephone Company) approved standing LA Cellular equipment bui ld ing on City Ha ll grounds and co-location on PacTe l monopole; 8/31/1998 with options for two (2), 5-year automatic extensions 7/1/1994 SCE (Southern California Edison) Building Lease Agreement Original lease agreement for SCE approved equipment area inside ground floor of Administration Building at City Hall and co -location on PacTel monopole; expires 6/30/2004 with options for two (2), 5-year automatic extensions 9/14/1994 SCE (Southern California Edison) Tower Co -Location Agreement City consents to allow PacTel authorized Cellular to sublet space on monopole to SCE C-61Date Carrier Action Description 1/17/1995 A irtouch Cellular (Los Angeles 2nd Amendment to Lease Former PacTe l Cellular lease SMSA Limited Partnersh ip) Agreement approved extended to amended to adjust annual rent from $18 ,000 to $25 ,826.93 ; no change in exp iration date 3/1/1998 Airtouch Cellular (Los Angeles Automatic 5-year extens ion Extended to 2/28/2003 SMSA Limited Partnership) 9/1/1998 LA Cellular & AT&T (Los Angeles Automatic 5-year extension Extended to 8/31/2003 Cellular TeleRhone Company) 3/1/2003 A irtouch Cellular (Los Angeles Automatic 5-year extens ion Extended to 2/28/2008 SMSA Lim ited Partnership) 9/1/2003 LA Cellular & AT&T (Los Angeles Automatic 5-year extens ion Extended to 8/31/2008 Cellula r Te lephone Company) 7/1/2004 SCE (Southern California Edison) Automatic 5-year extension Extended to 6/30/2009 2/19/2008 Verizon Wireless (Los Angeles 3rd Amendment to Lease Term of former A irtouch Cellular SMSA Limited Partnership) Agreement approved lease extended from 2/28/2008 to 6/30/2009 6/3/2008 AT&T (New C ingular Wireless 1st Amendment to Lease Term of former LA Cellular lease PCS, LLC) Agreement approved extended from 8/3 1/2008 to 6/30/2009 6/16/2009 Verizon Wireless (Los Ange les 41h Amendment to Lease Term of lease extended from SMSA Limited Partnersh ip) Agreement approved 6/30/2009 to 6/30/2014 6/16/2009 AT&T (New Cingular Wire less 2nd Amendment to Lease Term of lease extended from PCS , LLC} Agreement approved 6/30/2009 to 6/30/2014 7/1/2009 SCE (Southern California Edison) Automatic 5-year extension Extended to 6/30/2014 C-62 ('' \, lverizonl THIS EUnDING IEASE AGREEMENT, made ani entered into on this 16th day of February, 1988 1 by ani between CI'.lY OF RANQIO PAIDS VERDES as owner of 30940 Hawthorne Ball.eva:r:d1 Rancho Palos Verdes, california, 90274, hereinafter the "!ESSOR", am I.CS ANGEIES SMSA LIMITED P.ARINERlHIP, a california Limited Partnership of which PaCI'el cellular 1 a california corporation of Irvine, california, is the General Partner, hereinafter the 11 I.ESSEE", wr:mESSElH '!HAT: WHEREAS, LESSOR is the owner of certain real property, hereinafter "lESSOR's Property", located at 30940 Hawthorne Boul.evam, in the City of Rancho 'Palos Ven:les in IDs Angeles Cotmty, california; ani, WHEREAS, lESSEE desires to lease a portion of such property, hereinafter the "Property", together with a right-of-way for access ani utilities; NCM, 'IHEREFORE, in consideration of the premises ani of the mutual obligations, agreements, representations ani warranties herein contained, the parties hereby agree to the followin;J teJ:ms, covenants ani conditions: 1. 'mE POOPERIY A. '!he legal description of I.ESSOR's Property is contained in Exhibit "Al" attached hereto ani by this reference inco:rporated herein. B. 'Ihe Property which is the subject of this lease is contained within a two-story buil.din;J on IESSOR' s Property, consists of interior space of approximately two hurDl:'ed ani eighty (280) square feet, located on the 1st floor, ani antenna tower space adjacent to the build.irg, ani utility cable space as reasonably required to connect the 1st floor space to antennae on the adjacent tower, ani is situated substantially as shown on Exhibit "A2", which emibit is attached hereto ani by this reference incorporated herein. 2. I..EASE AND IRREVOCABIE E'ASEmNI' A. In consideration of the lease payments by IESSEE to LESSOR as agreed to herein, LE9SOR hereby leases the Property to IJ!SSEE arxi grants to LESSEE an irrevocable, non-exclusive easement (durin;J the term of this lease) for ~ani egress (seven (7] days a week, twenty-foor (24] hem's a day) ani to install ani maintain umerg:rcum. utility wires, cables, c:cniuits am pipes between the Property am the nearest :plblic right-of-way. '!he location of such easemE"nt(s) shall be subject to the TE3SQR's prior written approval, whicll ~ shall not be unreasonably withheld or delayed, ani I.ESSOR shall have the right to c:l'lange the location of the easemant for ingress am egress fran time to time, provided that I.ESSOR continues to provide llSSEE with access to lESSEE's utility wires, cables, con:iuits am pipes for maintenance purposes. . lAN-H,Tl'-020988 l EC88-4 C-63 '. 3. TERM AND RENl' A. 'Ihis Lease Agreement shall be for an initial tenn of ten (10) years beginning on the first day of March, 1988 at an Annual Rent of Eighteen 'Ihousa.n:i Dollars ($18, ooo. oo) , which rent shall be paid annually, in advance, on the first day of March of each calen:iar year to lESSOR or to such other person, finn or entity as lESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rent payment date. IESSEE 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 exterxi this lease on the same terms and corxiitions for three (3) additional five (5)-year periods after the original term expires by giving LESSOR written notice of its intention to do so at ieast ninety (90) days prior to the date that the then-current term would otherwise eni. No option may be exercised rore than one (1) year prior to the cornmen.ceJ.lE' date of the option tenn, and, if subsequent to the exercise of an option lESSEE shall default on its obligations un:ier the Lease beyond the applicable cure period, the prior exercise of the option shall be void and of no force and effect. c. 'Ihe parties have also agreed that there shall be annual adjustments of the rent hel:eun:ier beg'inn:ing on March 1, 1989. SUCh annual increases or decreases shall be detenni.ned in the followirx;J manner: (1) Armual Rent shall be adjusted as of March 1, 1989, ani as of March 1 of each calen:lar year thereafter throughout the tenn of this I.ease Agreement and any extensions of such tenn (March 1 of each year beg.inrrl.n3' in 1989 being an "Adjustment fate"). SUc:h adjustments may result in the Armual Rent being either increased or decreased, provided, hailever, that in no event shall the Anrrual Rent be lower than the Annual Rent in effect for the year prior to March 1, 1989. Rent Adjustments shall be made as follows: (a) 'Ihe basis for computing each such adjusbnent (the "Base Irx:iex") shall be the Consumer Price Irxiex (base year 1967 = 100) -Urban Wage Earners and Clerical Workers -Los Argeles,. Anaheim, Riverside (the "Ind.exl'), published by the United states Department of Labor, aJreau of labor statistics nnst recently prior to the prior Adjusbnent rate (or DDSt recently p.lblished prior to March 1, 1988 in the case of the first Mjustment r:ate). (b) Armual Rent payable cammencing on each Mjustmen:t r:ate until the next Mjusbnent Date shall be an cuoount deteimined by nW.tiply:i.r.q the rent payable inmediately prior to the current Adjusbtent r:ate by the DDSt recently published :rmex precedin:;; the current Adjusbnent rate (the "CUrrent Irxiex") and dividi.rx] the prcxiuct thereof by the Base Irxlex. (c) If the Index is revised so that the base reference iniex for a Olrrent Irxlex differs from the base reference iniex for the appropriate Base Irxiex, the Base Irrlex shall be converted to the new base reference in:1ex in accordance with the conversion table published by the United states Department of I.abor, &lreau of Labor statistics. If the Irxiex is discontinued or cb.an;Jed in such a way that it is :i.nq;x>ssible to obtain a continuous measurement of price c:ha:rl;es from a prior Adjusbnent r:ate to the Adjust:lterlt IAN-H,'IT-020988 2 ECS8-4 C-64 Date in question, the Index shall be replac:ai by such other governmental index or camputation as would provids substantially the same result as would have been obtained if t.r."le Index had not been discontinued. or changed. 4. USE OF THE PROPERI'Y A. LESSEE may use the Property for the purpose of constructin;J, rnaintai.ni.ng, securing ani operating a radio COlllmlmications facility, including required antennae, ani for any uses which are incidental thereto. 'Ihe rehabilitation of the Property to meet I.ESSEE's needs shall be at LESSEE 1 s sole expense, ani lESSEE shall maintain the Property in gocxi corxlition ani repair throughout the tenn, ordinary wear an:i tear aJa::epted. LESSEE 1 s use of the Property shall be consistent ani in ccmpliance with all corxlitions of Corxiitional Use Permit No. 119 ani any subsequent revisions or amerximents thereof ani with all laws ani regulations (either now exi.stin; or passed hereafter by any governmental entity having jurisdiction) by which such uses are controlled. B. It is understood ani agreed that LESSEE's ability to use the Property is dependent upon I..ESSEE 1 s obtaining all of the certificates, permits and other approvals which may be required from any federal, state or local authority an:ljor any easements which are required from any third parties. IESSOR shall cooperate with lESSEE, but at no expense to LESSOR, in its efforts to obtain such approvals arx;Vor easements. If any application by LESSEE for any such certificate, pennit, license, easement or approval is finally denied or rejected, or if any such certificate, pennit, license, ea.sement or approval is canceled, or expires, or lapses or is othel:Wise withdrawn or tenninated, or if, due to technological c.hanqes or for any other reason, LESSEE, in its sole discretion, detennines that it will be unable to use the Property for IFSSEE' s intended purposes, then U::SSEE shall have the right to immediately tenninate this lease Agreenent. c. 'Ihe Pact'el installation will consist of equipment space in an . existing, city-owned two-stocy buildin;J ani an eighty foot ( 80') tall unguyed utility pole with required antennae (Exhibit "A2"). &rf 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 wi"theld or delayed. (1) It is 1..ll'X1erstood ani agreed that the City has plans to construct a new civic center develq;mant at 30940 Hawthome Boulevam. In such event, LESSEE agrees to relocate the Pad!'e.l facilities to another location upon lESSOR's Property. lESSOR shall have the right to require lESSEE to relocate within sixty ( 60) days after IESSEE receives notice from lESSOR to another location on lESSOR's Property if lESSOR should need the original premises for the new Civic Center, provided (1) the new location is equally suitable for transmitting and receivin:;J cellular telephone transmissions, ani (2) the relocation will not in any manner result in any :inte.nlpti.on of I.ESSEE' s service to the public. D. If, as a result of any work of improvement urxiertaken by or on behalf of either party, any mechanic's or materialman's lien is recorded against or }::!ecx-!roos an encumbrance upon airf irrt:erest ( s} of the other party, then the party responsible for such -work of i.nlprovenvmt shall, with thirty I.AN-H,TI'-020988 3 ECS8-4 C-65 !" ' '•. {30) days after the recording of the lien, obtain (by dischal:ge, bond or othenrise) its full release. If the party responsible for a work of improvement shall fail to obtain the full release of aey such lien within thirty (30) days, then the other party may (at its option) obtain the release of the lien (by postin;;J a l:lorrl in the manner provided for in california Civil COde Section 3143) an:i the resp:msible party shall reimburse the other party (within ten [10] days of receiving a written request for such re:i.mbursement) for all of its costs ani expenses (including court costs ani attorneys' fees) relati.ng to the lien's renDVaJ.. 5. TEEOO:NATION 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 ~ified mail, return receipt requested ani shall be effective upon receipt of such notice by lESSOR. SUCh notice of tennination shall be a~ed by a recordable Quitclaim Deed releasing all of lESSEE's interest ( s) in LESSOR's Property. (1) Upon LESSOR's receipt of such a tennination notice, this lease Agreement shall tennina.te, am such tennina.tion shall relieve both parties of any further obligations under this lease Agreement although each shall continue to have any ani 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 Iease Agreement, shall, within a sixty (60)-day period, re.llDVe its personal property ani fixtures am restore the Property to its original corxlition, reasonable wear am tear excepted. At lESSOR's option, when this lease Agreement expires or is tenninated am upon advance written notice to IESSEE, LESSEE shall leave LESSEE • s improvements, other than its personal property am fixtures, to became the property of lESSOR. lESSOR may retain any advance rent until such rei!10Val arrl restoration have been completed to lESSOR 1 s reasonable satisfaction, but LESSOR shall immediately thereafter refund any unearned rent (i.e., rent unearned on the date such renDVaJ. arx:l restoration are completed) to lESSEE. 6. ASSIGNMENI' AND SUBI.E'I'I'TISG 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 aey part of the Property, without lESSOR 1 s prior written consent, which consent shall not be unreasonably withheld or delayed. Mr:f assignee or sublessee shall expressly assume the obligations of this lease, arrl no such assigrnnent or sublettinq shall be deemed to release the original IESSEE fran its obligations under this lease. B. Notwithstanding the p~ paragraph 6.A., IESSEE shall not require lESSOR 1 s consent in order to assign this lease, or to sublease, to LESSEE's general partner, Pad!'el Cellular, or to aey "affiliate" of Padl'el Cellular, or to any partnership in which Padl'el Cellular or any "affiliate" of Padl'el cellular participates. As used herein, an "affiliate" of Padl'el Cellular shall mean aey entity which controls, is controlled by, or is urxier camm:m control with Padl'el Cellular. IAN-H,Tl.'-020988 4 EC88-4 C-66 t• .. 7. FIRE OR OIHER CASUALTY A. LESSOR shall maintain in full force ani effect throughout the term of this lease fire ani extended coverage, vanlal.ism ani malicious mischief insurance ani sprinkler leakage insurance in an aii¥JlU1t equal to the full replacement cost of the ilnprovements now or hereafter located on lESSOR's Property. LESSOR may self insure against such risks, but its decision to do so st>.all not in any manner affect the application of any of the remaining provisions of this Paragraph 7 or of any of the provisions of Paragraph 8 of this Lease Agreement. B. In the event that the building corrt:aini.n:] the Property, or ac:x::ess to it, is damaged or destroyed by fire or other casualty covered by the form of fire and exterrled coverage insurance maintained by LESSOR, lESSOR shall prcmpt:\.y canunence appropriate repairs, resto::tation an::l/or reconstruction (to be diligently prosecuted to completion entirely at lESSOR's expense), ani this lease Agreement shall continue in full force ani 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, LESSOR may elect by written notice to lESSEE given within twenty (20) days after the occurrence of the casualty not to repair, restore arrljor reconstruct the building but to designate a site on which LESSEE may relocate in accordance with Section D., below. lESSOR 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 LESSOR. If the Property is remered totally or partially unusable by LESSEE, rent shall abate during the period of repair or reconstruction in the sane proportion to the total rent as the portion of the Property reiXiered unusable bears to the entire Property. c. If lESSOR undertakes the repair, resto::tation an:vor reconstruction of the building containing the Property or of any access thereto but fails to complete such repair, restoration andjor reconstruction within ninety (90) days after the date of the occurrence of the casualty, then lESSEE may i.mna:liately cancel this lease by giving written notice of its election to cancel to lESSOR. D. lESSOR expressly agrees that (if reasonably required) during any period of repair, resto::tation or reconst:ruction, ~ for the balance of the lease term (if the lESSOR elects not to repair, restore or reconstruct the building containi.n;J the Property) , I.ESSEE may use an:i/or construct upon an alternative portion of LESSOR's Property which is equally suitable for LESSEE's purposes. LESSEE's relocation to any such alte:mative site(s) shall be at I.FSSEE's sole cost and expense. 'Ihe exact site(s} to which lESSEE may relocate will be deteJ:mined by lESSOR, ani it may be upon any portion(s) of lESSOR's Property (or of any adjoining property owned or controlled by LESSOR), provided that lESSEE reasonably approves the site(s) as equally suitable for IESSEE's intended uses. lESSOR will designate a temporary site to which lESSEE may relocate within five (5) days of the date of occurrence of any casualty, and it will designate a pennanent site to which I.&<sSEE may relocate in any notice to LESSEE that it does not inten:i to repair, restore or reconstruct the building containing the Property. lAN-H,'IT-020988 5 EC88-4 C-67 E. LESSEE shall be required to purchase fire arxi extemed coverage insurance for all of its equipment arxi fixtures in the Property at their full replacement value arxi shall purchase liability insurance with a combined single limit of One Million I:Ollars ($1,ooo,ooo.oo), which limit may be increased from time to time as reasonably required by LESSOR 1 s risk manager. SUch liability insurance policy shall :nanva the City as an additional insured. As an alternative to obtaining the insurance required by this Section 7 E, LESSEE may elect to self insure against the described risks. 8 • Mt1IUAL RElEASE; WAIVERS OF st.JBR03ATION A. Each party hereby releases the other am the other Is partners, affiliates, agents ani employees from liability or responsibility for any loss or damage resulting from any cause or hazani with respect to which fire ani ~ coverage insurance is required to be carried pursuant to Article 7 of this Lease Agreement including any loss of damage resulting from acy loss of the use of acy property. 'Ihese releases shall apply between the parties, and they shall also apply to any claims ur:rler 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 • UI'ILITIES A. lESSEE shall be responsible directly to the serving entities for all utilities required by LESSEE 1 s use of the Property, arxi lESSEE shall ar:ran:;re for the separate metering of electric service to lESSEE if reasonably possible. Should electric pcMer be provided by lESSOR, lESSEE will install an ~ectric meter and LESSEE 1 s usage shall be read by lESSOR or, at lESSOR's option, by lESSEE, on a 11Dllthly basis and the cost of electricity used by I.ESSEE shall be paid by LESSEE to lESSOR as a payment separate from rent an:i shall be computed at the then-current public utility rate. 10. INDEMNITIES A. SUbject to Article 8 above, IFSSEE shall imemn.ify LESSOR against arxi hold lESSOR harmless from any arxi all claims of liability for or loss from personal injw:y arxvor property damage to the extent such clains result from or arise out of the use a.rd,/or oc:x::upancy of the Property by LESSEE. Notwithstanding the preceding, lESSEE does not irrlemnify lESSOR against any claim to the extent that it arises from or in connection with any negligent or intentional con:iuct of lESSOR or of any agent, servant or employee of LESSOR. B. SUbject to Article 8 above, IFSSOR shall indemnify lESSEE against arrl hold IESSEE harmless from any and all claims of liability for or loss from personal injw:y a.rdjor property damage to the extent such claims result from or arise out of the use a.rdjor occupancy of lESSOR's Property by lESSOR. Notwithstanding the preceding, lESSOR does not i.n1emn.ify lESSEE against acy claim to the extent that it arises f:rom cr in connection with any negligent or intentional corx:luct of IESSEE or of any agent, servant or employee of IESSEE. IAN-H,'IT-020988 6 EC88-4 C-68 ( ( c. With respect to sections lOA an::i lOB, above, the irxiemni.fying party (in each case) shall defend any claim against the indemnified party with respect to any imemn.ified natter arxi any claim with respect to any sud1 matter in which the indenmified party nay be impleaded am shall pay and discharge any judgements, orders arxi,/or dec:rees which nay be recovered against the indemnified party in connection with any indemnified matter. 11. NOriCES A. All notices hereunder nrust 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 il!!!t¥?.diately be notified as provided in i:.hi.q paragraph of such change. lESSEE: lESSOR: cjo Padl'el Cellular P.O. Box 19707 Irvine, california 92713 Attn: Real Estate Department cc: I.egal Department City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90274-5391 (1) The following data is infonnational only arxi nay be changed in the manner described above for altering mailin;;J addresses. Street addresses (if such addresses are different from the parties' mailing addresses) ani phone rn.nnbers where the parties nay be contacted are as follows: LESSEE: 2355 Main Street Irvine, california 92714 (714) 553-6069 Contact: Property Administrator 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. SAI.E OR TRANSFER BY lESSOR A. Should lESSOR, at any time durin;;J the te.nn of this IBase Agreement, sell, lease, transfer or othawise corwey all or any part of lESSOR's Property to any transferee other than lESSEE, then such transfer shall be urrler and subject to this Lease Agreen¥:mt arrl LESSEE • s rights hereurrler, arrl any transfer by lESSOR of any portion of LESSOR's Property underlying the easerrent herein granted shall be under and subject to the rights of 'IESSEE in an::l to such easement. IAN-H,Tl'-020988 7 EC88-4 C-69 , .. ( 13 • RECX)RDW'G A. Notice of this Lease Aq.t:ee.ment shall be placed in the public record by LESSEE's recording a ''Melooran:ium of Lease Agreement" in the fom which is attached hereto as Exhibit "C". SUch dcx:rment shall be executed by the parties before a notary at the same time as this lease Agreement is executed. IFSSEE shall have such dOClliiiel1t recorded at the county Recorder's Office in the county where the Property is located. 14. MISCELlANEOUS PROVISIONS A. LESSOR represents, covenants ani warrants that LESSEE, upon payin:] the rent and performi.n:J the covenants herein pJ:OVided, shall peaceably and quietly have, hold and enjoy the Property. IESSOR agrees that no other co.nunerc:;ial or government antenna structure ( s) will be erected upon any portion of I.FSSOR's Property without lESSEE's prior written agreene.nt that the placement ani operation of any such additional antenna will not interfere with lESSEE's use of the Property and will comply with all applicable federal, state, and local rules and recJU.lations. B. It is agreed and U1'Xlerstood that this Lease Agreement contains all agreerrents, promises and urrlerstarrling between IESSOR and lESSEE, and no verbal or oral agreements, promises or urrlerstarrling shall or will be binding upon either LESSOR or lESSEE, and any addition, variation or modification to tlti.s Lease Agreement shall be void and ineffective unless made in writing and signed by the parties hereto. c. 'Ibis Lease Agreement and the performance hereof shall be governed, interpreted, construed and recJU.lated by the laws of the state of California. D. 'Ibis Lease Agreement, and each and every covenant and con:iition of this Lease Agreement, is interrled to benefit the Property and shall exterrl to and bind the heirs, personal representatives, successors arxi assigns of the parties hereto. E. 'lhe parties agree that all of the provisions hereof shall be constJ:ued as both covenants and conditions, the same as if the words importing such covenants an:i conditions had been used in each separate paragraph. F. 'lhe language of all of the parts of this lease Agreement shall be construed simply and acco~ to its fair meaning, arxi 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 ItDrtgage by I.ESSOR which from time to time may encumber all or any part of the Property or of the easement, provided that every such ItDrtgagee shall recognize (in writing an:i in a fom acceptable to rmsEE 1 s counsel) the validity of this Lease Agreement in the event of a foreclosure of LESSOR 1 s interest arxi also IFSSEE' 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 instnmvants may reasonably be required to evidence this subordination. I.AN-H,TI'-020988 8 EC88-4 C-70 ( r·· . . :: ~ H. If IFSSOR substantially breaches any material covenant, agreement or promise contained in this Lease Agreement or contained in any oortgage or deed of trust superior to lESSEE's estate hereun:ler (other than any oortgage or deed. of trust as to which lESSEE has obtained a nonlisturbance agreement in accordance with Section H.) or contained in any lease 1.llXier which IE3SOR holds title to any portion of lFSSOR's Property ani if IESSOR fails to (at least) COIIIIIW:lmCe to cure such breach within thirty (30) days after receivin;J a written notice exactly specifying the violation from lESSEE (or if lESSOR fails thereafter to diligently prosecute the cure to ccmpletion), then lESSEE may enforce any ani all of its rights an::lfor remedies hereun:ler or by law provided or it may (although it shall not be obligated to do so) cure lESSOR's breach an::lfor perform its obligations (on USSOR's behalf ani at lESSOR's expense) ani deduct from its rent or require the IESSOR to ~ all reasonable costs ani expenses incurred in connection with such cure an:i/or ,perfonnance plus interest (from the date that such costs and expenses are incurred until reilnbu:rsement) at ten percent (10%) per anrn.nn. I. If any portion of this Lease Agreement is declared. by a court of canpatent jurisdiction to be invalid or unenforceable, then such portion shall be deemed mcdified to the extent necessary in such court's opinion to rerxier such portion enforceable am, as so mcdified, such portion ani the balance of this lease Agreement shall continue in full force 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 breach of any of the provisions hereof, then the prevailing party in any such action or proceeding shall be entitled to receive from the losin:; party such am::R.mt as the court may adjudge to be reasonable attorneys' fees for the services rerxiered to the prevailin:; party, together with its other reasonable litigation costs arxi expenses. K. In addition to the other remedies provided for in this Lease Agreelrent, lESSOR and lESSEE shall be entitled to immediate restraint by injm1ction of any violation or attempted or threatened violation of. any of the covenants, con:titions or provisions herein contained. L. 'nle captions of the articles ani sections of this Lease Agreement are for convenience of reference only arxi shall not affect the interpretation of this lease or limit or amplify any of its tenns or provisions. 15. DEF.AUIJl'S AND REMEDIES A. 'nle occurrence of any one or oore of the follc:Min:;r events shall constitute a material default an::i breach of this Lease by LESSEE: (1) 'nle abandonment of the Property by lESSEE. ( 2) 'nle failure by lESSEE to make any payment of rent or any other payment required to be made by lESSEE hereun:ler, as ani when due, where sud:l failure shall continue for a period of three (3} business days after written notice thereof is received by I.E$EE. - IAN-H,Tr-020988 9 EC'88-4 C-71 ( (3) 'Ihe failure by LESSEE to observe or perfo:rm any of the covenants, corliitions or provisions of this lease to be observed or perfonned by LE'SSEE, 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 I.E'3SEE; provided., however that if the nature of lESSEE's default is such that IOOre than thirty (30) days are reasonably required for its cure, then lESSEE shall not be deemed to be in default if LESSEE conunenced such cure within said thirty (30) -day period and thereafter diligently prosecutes such cure to completion. ( 4) 'Ihe makin:;J by LESSEE of aey general arrangement or assignment for the benefit of creditors, LESSEE becc:nnin;J a "DEBIOR" as defined in 1l u.s.c. 101 or any successor statute thereto (unless, in the case of a petition filed against lESSEE, the same is djsmissed within sixty (60) days), the appoi.nbnent of a trustee or receiver to take possession of substantially all of iFssEE:• s assets located at the Property or of I.ESSEE' s interest in this lease, where possession is nat restoied to :u:ESEE within thirty (30) 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 LE'SSEE, lESSOR may at any time thereafter, with or without notice or demarxi and without limitirq lESSOR in the exercise of any right or remedy 'Which lESSOR may have by reason of such default or breach: (1) Teminate lESSEE's right to possession of the Property by any lawful means, in 'Which case this lease shall tenninate and lESSEE shall immediately sur:r:enier possession of the Property to IESSOR. 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 recoverin;J possession of the Property 1 expenses of rele"ttin:f 1 incl~ necessary renovation and alte:rna.tion of the Property, and reasonable attomey 1 s fees and the worth at the ti.me of award by the court having jurisdiction thereof of the ano.mt by 'Which the unpaid rent for the balance of the term after the time of such award exceeds the ammt of such rental loss for the same pericxi 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 IESSEE shall have abandoned the Property. In such event, I.ESSOR shall be entitled to enforce all of lESSOR's rights am remedies urxier this lease, including the right to recover the rent as it becx'l!'nes due he.retn'xier. (3) Pursue any other remedy naw or hereafter available to I.F.SSOR un:ler the laws or judicial decisions of California. unpaid installments of rent and other unpaid monetary obligations of lESSEE under the te:cns of this lease shall incur a five percent (5%) late dl.arge if not paid within, am bear interest from, three (3) business days after IESSEE receives notice that they are overdue at the maximum rate then allowable by law. ( 4) In the event of the ocx:::urrence of any of the events specified in Section 15 A, above, if lESSOR shall not choose to exe:rcise, or by law shall not be able to exercise, its rights hereurxler to te:rminate this lease IAN-H,Tr-020988 10 EC88-4 C-72 ( upon the occurrence of such events, then, in addition to arrJ 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 Iessee (a) cures, or provides adequate assurance that the Assuming Iessee will pt:c:xnpUy cure arrJ existirg default umer this lease, (b) compensates, or pt:OV"ides adequate assurance that the Assuming lessee will prcmptly c::onpensate, IESSOR for any pecuniary loss (including, without limitation, attorneys• fees ani disbursements) resultin;J from such default, and (c) provides adequate assurance of future perfo:cnance umer this lease, it being covenanted ani agreed by the parties that, for such purposes, any cure or compensation shall be effected by the immediate payment of any m:meta:ty default or any required compensation, or the :inmaliate correction or borxiing of any norm:met:ary default: any "adequate assurance" of such cure or compensation shall be effected by the establishment of an escrow furx:l for the ancunt at issue or by boniing, arrl "adequate assurance" of future perfonnance shall be effected by the establishment of an escrow furrl for the ancunt at issue or by bonding, it being covenanted and agreed by lESSOR and I.ZSSEE that the foregoing provision is a material part of this lease. 16. FSroPPEL CERI'IFICATES Fach party, within ten (10) days after notice from the other party, shall execute an::i deliver to the other party, in recordable fonn, a certificate statin;J that this lease is UiliOOdified an:1 in full force an:1 effect, or in full force and effect as m::xiified, ani stat:i.rg the IOOdifications. 'Ihe certificate also shall state the am::Jlmt of annual rent, the dates to which the rent has been paid in advance, an:1 the aiOOUITt of any prepaid rent. Failure to deliver the certificate within the ten (10)-day period shall be conclusive upon the party fail.irg to deliver the certificate, for the benefit of the party requestin:J the certificate ani any successor to the party requesting the certificate, that this lease is in full force ani effect and has not been mcxiified except as may be represented by the party requesting the certificate. (SIGNA'IURE PAGE FOLLOWS) I.AN-H,TI'-020988 11 ECSS-4 C-73 m WI'INESS WHEREOF I lESSOR am lESSEE have duly executed this Lease Agreement on the day am year first above written. I.ESSOR: CITY OF RANCHO PAlOS VERDES By: Name: Approved as to form: Nane: Assistant City Attomey I.ESSEE: r....alaaullanAMADWd ~= Financial Content Approved Anance DeparUnent rAN-H,Tl'-020988 IDS ANGElES SMSA L1MlTED PARINERSHIP, a california Limited Partnership By: Pacrel. cellular, a california corporation, its ~ Partner I --~---- By: By:~ J ~. Mitchell Chief Financial Off~cer 12 EC88-4 C-74 ( IESaUPl'Ictt OF TESSCR Is iB)PERl"i DESCRIPTION: THAT PORTION OF 3LOCK •H•• AS SHO~N ON MAP OF THE RANCHO LOS PALOS VERDES• IN THE COUNTY OF LOS ANGELES• STATE OF CALIFORNIA• ALLOTTED TO JOTHAM 6JX3Y• BY OECREE IN PARTITION IN THE ACTION •BIXBY• ET' Ale VSe VENw ET AL•• CASE NO. Z373e IN THE DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE OF CALIF~RNIA• IN AND FOR THE COUNTY Of LOS ANGELES AND ENTERED IN &OOK It PAGE 5· 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 ~.Ol9•330e05• EAST ~•16lt•2Z~.9~• SAID POINT aEING LOCATED ON A POINT OF LANO NORTH OF PALOS VERDES DRIVE• OVERLOOKING POINT VICENTE LIGHTHOUSE; THENC NORTH 53 DEGREES 31 MINUTES 58 SECONDS EAST 415.07 FEET TO THE CENTER OF THE NORTI~EST ~UN TURRET OF DATTER't 2~0; THENCE NORTH 51 DEGREES 59 MINUTES 13 SECONDS EAST 55.00 FEET; THENCE NORTH 38 DEGREES OD MINUTES lt7 SECONDS WEST ~6.15 FEET TO THE TRUE POINT OF 3EGI~NING; THENCE NOaTH 36 DEGREES 00 MINUTES ~3 SECONDS EAST 19e31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY• HAVI~· A RADIUS OF 105.00 FEET; THENCE EASTERLY ALONG SAID CURVE YHROUGH A CENTRAL ANGLE OF 60 ~EGREES 58 MINUTES Ol SECONDS• A DISTANCE OF 111.73 FEET; THENCE SOUTH 83 DEGREES 01 MINUTES 10 SECONDS EAST 69.38 FEET; THENCE SOUTH 86 DEGP.EES 20 MINUTES 48 SECONDS EAST ZlZe31t FEET; THENCE tlOr ' Cl DEGREES 46 MINUTES 52 SECONDS WEST 109e94 FEET; THENCE NORTH 81 DEGREE~ 1~ "INUTF.S 11 SECCNDS EAST Z78e53 FEET; TH~NCE SOUTH 88 DEGREES 50 MINUTES 35 SECONDS EAST 60e40 FEET; THE~CE SOUTH 1 DEGREES 55 MINUTES 48 SECCNOS EAST 57.83 FEET; THE~CE SOUTH 62 DEGREES 00 ~INUTES 18 SECONDS EAST 2Zo.llt FEET; THENCE NORTH 62 OEG~EES 19 MINUTES 00 SECO~OS EAST 3~.12 FEET TO A POINT IN THE SOUTH RIGHT-OF-WAY LINE OF HAWTHORt BCULEVARO• SAIO POINT SEING A TANGENT CURVE COtiCAVE NORTHEASTERLY HAVI~G A RADIUS OF 550.00 FEET; THE~CE SOUTHEASTE~LY ALONG SAID CURVE• THROUGH A CENTRAL ANGLE OF 02 ~EGREES 18 ~INUTES Zo SECO~DS• A DISTAi~E OF 22.15 FEET; THENCE SOUTH 62 DEGREES 19 MINUTES 00 SECONDS WEST 79.98 FEET; THENCE SOUTH l DEGREES 31 ~IhUTES 12 SECONDS ~EST 216.25 FEET; THENCE NORTH 02 DEGR~ES Z4 Mir~TES 09 SECONDS WEST 55.04 FEET; THE~~E NORTH 87 DEGREES 31t MINUTES 50 SECQMDS ~EST 231.16 FEET; TH~NCE SOUTH 02 DEGREES 23 MINUTES ~z SECONDS EAST 78.06 FEET; THE~CE NORTH 83 OfGREES 00 l11NUTES 49 SECO~DS WEST 166.47 FEET; THENCE NOnTH a6 DEGREES 20 MI~UTES 48 SECONDS ~EST 212e35 FEET; THENCE NORTH 83 DEGREES 01 ~INUTES 10 SECG~DS ~EST 69.96 FEET TO A POINT aEING A TANGENT CURVE CONCAVE SOUTHERLY• HAVING A RADIUS OF ·as.oo FEET; THENCE WESTERLY ALON! SAID CURVE• THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS• A DISTANCE OF 'IO.;~ FEET; TH'=NCE SOUTH 36 DEGREES 00 ~INUTES 43 SECOtlDS WEST Z5.0it FEET; THeNCE NORTH 38 DEGREES 00 MINUTES lt7 SECONDS WEST zo.ao FEET TO THE TRUE POI~T OF 9EGINNING. IAN-H,~20988 EXHIBl'l' "Al n Page 1 of 1 C-75lAN-H, 'l'l.'-()20988 EXHIBIT "A2" Pagel of 2 C-76--=-w-'~~........._/-' tf: '-.__,:: ~I ~ ~ ~I 4'·11 _, ...... ~ ~ ..JiaJ&L q_41'1,f1-PI .QW,I.., ~ ·~llt-.ot ~c=~ ,_HA"IN" ~ .::s-:~~t"D WliW.UU ~t»>/'IITM. ~,-,,_. :;r[.'::,r-'"151 (_..,.V.OD ~I(IN67 PA-RT/A(.. Pl.AN -rt~ST r(.OO/< 1 co ~ C~t~u/ .H.l&L (_4-"AIJ7 ....RHJ&L ~ ~N ii C..~ss7 t:MICIUTI Mlt.(-Y co ~ PAC EITEL ... Mobil• Ace••• ~ ~ C-77 I \· ' • {-:-··;·.·:-:·:· ~ .. ADDENDUM TO BUILDING LEASE AGREEMENT The foregoing Building Lease Agreement by and between th& city of Rancho Palos Verdes, as LESSOR thereunder, and LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited Partnership of which PacTel Cellular, a California corporation, is the General Partner, as LESSEE thereunder, is hereby deemed modified, altered and amended in order to give full force and effect to the following: 1. With respect to Article 3 ("Term and Rent") of the Lease, the first sentence of subsection B is deemed modified to read as follows in its entirety: 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, each of which may be exercised 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. 2. With respect to Article 3 ("Term and Rent"), a new subsection D is hereby inserted to read in its entirety as follows: 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. C-78 ( { '·. 3. With respect to Article 4 ("Use of the Property") , subpart C(l) is hereby deemed modified to read as follows in its entirety: 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 signifi- cant 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. -2- 880225 j lw A271.JAR (5) C-79 (. · .. t 4. With respect to Article 4 ("Use of the Property"), a new subpart C(2) is hereby deemed added thereto which shall read as follows in its entirety: 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 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. 5. With respect to Article 4 ("Use of the Property"), it is agreed that, subject to the provisions of subsection C{l) of Article 4, 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. 6. With respect to Article 4 ("Use of the Property") , a new E is hereby deemed added thereto which shall read as follows in its entirety: -3- 880225 jlw AZ71.JAR (5) C-80 ('". • I '>,-..•. ,, ~ Nothing contained in this Article 4 or elsewhere in ~his 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 LESSEE's conditional use permit. 7. Article 9 ("Utilities") is hereby deemed modified to read in its entirety as follows: 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. 8. The second sentence of section 14A is hereby deemed modified to read as follows in its entirety: 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. Paragraph 3 of the Memorandum of Lease Agreement, the form of which is attached to the Lease as Exhibit c, shall be changed accordingly prior to execution and recordation thereof. -4- 880225 j lw A271.JAR (5) C-81 <-""" I ··---,.::Ji- IN WITNESS WHEREOF, the parties hereto have entered into this-Addendum to Lease as of the 16th day of February, 1988. City of Rancho Palos Verdes LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership BY: CELLULAR, its general partner By:~ J. A. M~tchell, Chief Financial Officer -5- 880225 jlw A271.JAR (5) Frnanc1al Content Approved Finance Department By Jove& a. ~~ Joyce A. Oelschlager, C •• A. C-82 t .... ,. ~ f ~ '!' .. . /!!····· t ---L ~-/.-"•"• .-. { \ ·, SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered into and effective as of the 17th day of January 1995, by and between the CITY OF RANCHO PALOS VERDES ("LESSOR") and LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership ("LESSEE"), of which AirTouch Cellular (formally known as PacTel Cellular), a California corporation, of 3 Park Plaza, Suite 700, Irvine, California 92714 is the General Partner. A. LESSOR is the owner ("LESSOR's Property") located at City of Rancho Palos Verdes, California. of that certain real property 30940 Hawthorne Boulevard, in the in the County of Los Angeles, B. LESSOR and LESSEE are parties to that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated as of February 16, 1988 (as amended, the "Lease"), pursuant to which LESSEE is leasing from LESSOR a portion of LESSORS's Property (the "Property"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Lease. c. LESSOR and LESSEE now desire to amend the Lease on the terms and subject to the conditions of this Amendment. In consideration of the foregoing recitals and the mutual representation, warranties, covenants and conditions set forth in the Lease and herein, the parties, intending to be legally bound, agree to amend the Lease as follows: 1. Depiction of the Property. Exhibit "A2" to the Lease is deleted in its entirety, and Exhibit "A2" attached hereto and by this reference incorporated herein, is hereby substituted in its place. 2. Annual Rent. Pursuant to Section 3 of the Lease, the rent for the Property has been adjusted annually on March 1st. The current rent for the property, which includes all prior annual adjustments and an additional adjustment of $3,000.00 as consideration for this second amendment, is $25,826.93. Thus, effective as of the date first set forth above, the number "Eighteen Thousand Dollars ($18,000) ," in Paragraph 3.A. of the Lease is amended to read "Twenty-Five Thousand Eight Hundred Twenty-Six and 93/100's Dollars ($25,826.93).11 Nothing in this Section 2, however, shall be read or construed to require LESSEE to readjust any determination or payment of Annual Rent made prior to the Rent Adjustment Effective Date, March 1, · 1995; provided, however, that the normal annual rent adjustment to be made on March 1, 1995 will be calculated based upon the Annual Rent payable after C-83 ,. ', . Amendment is effective. 3. scope of Agreement. Except as amended by this Amendment, the Lease shall remain in full force and effect. In addition, if there are any inconsistencies between the Lease and this Amendment, the terms of this Amendment shall prevail and control for all purposes. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above. LESSOR: CITY OF RANCH PALOS VERDES ATTEST By: Name: Title: c:\data\wp51 \resol\airtouch.lse LESSEE: LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership By: AirTouch Cellular, a California corporation, its General Partner C-84 ,• ' J .. , •·• DEPICTION OF TH~ PROPERTY EXISTING AIRTOUCH EQUIPMENT PROP(Rl'Y liN[~ . ROOM ON FIRST FLOOR -. (S: .":. D:~~~= ~~~ [XISIING 2 STORY BUILDING c..-. ......_·C ......... ~ [XIS!ING PA>;[D PAR"N \ ..__ •• ~ EXISTING MONOPOLE---4----~~~p= C:XHIBIT "A2" f.'aqe l of 3 --.. --,__. " . --.. C-85 •' DEPICTION OF THE PROPERTY {or\f~(~N1 fVl,o.<G CNQI A f'ltl't ~ UIIOU(H fACiliTY} l:· ~--__!.----------\ ~too'WI:It (...Sr..c liOu..NIC ,_ I --------1-o ,..,..., Cl--<"'-'CJI' -----+-.U (t.r)f • ~"'" 01 ~10UCft t.o.("lf'lo) Of'STWC UffCJI..IC)4 [QI...!r\I{Ht N)OU OM'""' nOOIII' [f<l.OS(D •I CHNN U1« rt "Ct .. c,.,,..,,,"""""""""') ~~·=~='·-~~-+---}----------~~ ~~~LU~~~~T Ill Ill Ill Ill Ill Ill Ill ;rr--~~~~~ Ill '"'""'"""""""'""' Ill Ill Ill Ill Ill Ill Ill Ill Ill .r--------+--[:J:~T...C, ~ '""'""'""" -(lr'Sff'C~( ))) L-----f+f,~_,:;~..,L..--y-<;._-----.Jli~ ~ EXHIBIT Page 2 "A2" of J C-86 ,' lo:· I:XISTING -AN1tNIW; (NOT OWHEll BY AIRTOUCH) D<ISliNG IIOII()P(li.E·---------11 ----IIAXIWUN HEIGKT TO TOP OF TAIUST -ANTENNO NOT D<cm> 8$' (2) NEW WHtP Nfl[H~ to R{PL\C£ EXISnNG SIZE AND H(IGHT TO at .oDJUSI£0 TO UI:ET SYSTtU REQUIREMENTS. (--.sLY~) SOUTH ELEVATION SCALE: 1/16"=1'-0" PROPRIETARY INFORMATION NOT fOR USE OR DISCLOSURE OUTSIDE AIRTOUCH CELlULAR EXCEPT UNDER WRITTEN AGREEIIENT A1 C-87 I 'I' .. [~ISTIHG (QVtPu{Nl BUilDING (NOT A PART ()f .A.lRlOVCH r""-'"""'1--~ (xiSirHC TRA.N'ST ()R\J[ R DEPICTION OF THE PROPERTY N(w OIRCCTIQW.l C[llULAA ----< ANI(NNAS. Sll(. H(ICHT ANO OIR£CTION 10 9( NlJUST(O 10 U([J sY'Sl[~ R(QUtR(U(NJS U..UIYUW ()I" {1 t) [»R[(Jl()NA.l C(llvt..AR AH1[)fN"'S ( PR('.'\()V';l Y N'Pf«l'v( 0) N(W UICR0WAV( ANT[HNA. SOZC. H(IOfl ANO OIR(CIION TO 8( AO.JIJS![O TO U((T ONilRCONNECT SYSI(U R(OUI!l(U(NTS. ,..,"""' Ql" (3) OtR[CIIOfW. Ctll\.IV.A ANIC.....S (PR('.'\()V';l Y .v>PR<M:O) •--------N(W WHIP ANI(NNA UA)flUU" H{ ICHf TO JOP Of lAI.,l($f WHtP ANl(NNA HOT (XCHD 96' ------"""""1.1" Ht:OCIIT 10 10<' 01" HIGH(Sl CCLlUVR N<I(NNA NOT TO [KCC£1\ 82' ... ----fj.jJ.f..>---------N(W WH1P ANT[NNAS TO R(Pt.K( (XOSTIHC SIZ( AND HOCHT IO B( NlJUSI(O TO "((! SYST(" R[OUIR["(NYS. """"""' 01" (2) WHP ANI(~ (P1![W)<]Sl Y APPRO'o'CO) ... -+oo---....::"---(XISTINC WHIP ANT(NNAS (HOI ()WN(O IJY MIIOVCH) [XISTINC UO~~C-----------~ (Xf'STlNC TR((S SOUTH ELEVATION EXHIBIT "A2" Page 3 of 3 /'C--------[XISTINC 2 STORY 6\JOl.llONC (XIS11NG lR((S C-88 THIRD AMENDMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT TO LEASE AGREEMENT ("Amendment") is entered into and effective as of the 191h day of February 2008, by and between the CITY OF RANCHO PALOS VERDES ("LESSOR") and LOS ANGELES SIV1SA LIMITED PARTNERSHIP, a California limited partnership d/b/a Verizon Wireless ("LESSEE"), of One Verizon Way, Basking Ridge, Mail Stop 4AW100, New Jersey 07920. RECITALS A. LESSOR is the owner of that certain real property ("LESSOR'S Property) located at 30940 Hawthorne Boulevard, in the City of Rancho Palos Verdes, in the County of Los Angeles, California. B. LESSOR and LESSEE are parties to that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated Febr_uary 16, 1988 and the Second Amendment to Lease Agreement, dated January 17, 1995 (as amended, the "Lease"), pursuant to which LESSEE is leasing from LESSOR a portion of LESSOR'S Property (the "Property"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Lease. C. LESSOR and LESSEE now desire to amend the Lease on the terms and subject to the conditions of this Amendment. AGREEMENT In consideration of the foregoing recitals and the mutual representation, warranties, covenants and conditions set forth in the Lease and herein, the parties, intending to be legally bound, agree to amend the Lease as follows: 1. With respect to Article 3 ("Term and Rent") of the Lease, a new subsection E is hereby inserted to read in its entirety as follows: The term of the Lease is hereby extended from February 28, 2008 to June 30, 2009. C-89 IN WITNESS WHEREOF, tile parties hereto have entered into this Amendment to Lease as of the date set forth above. LESSOR: CITY OF RANCHO PALOS VERDES By:_f;2 __ w_"--::_ Name: Douglas W. Ster Title: Mayor ~~:TEST:l'~ 7Jt~ Name: Carla Morreale~­ Title: City Clerk LESSEE: LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership, d/b/a Verizon Wireless By: AirTouch Cellular, its ~neral Partner Byrj ~t(~UJ4LC Keith A. Surratt West Area Vice President- Network C-90 .. FOURTH AMENDMENT TO BlliLDING LEASE AGREEMENT This FOURTH AMENDMENT TO BUILDING LEASE AGREEMENT ("Amendment") is made this 16th day of June, 2009, by and between the City of Rancho Palos Verdes ("Lessor") and Los Angeles SMSA Limited Partnership, a California limited partnership dba Verizon Wireless ("Lessee"). RECITALS WHEREAS, Lessor is the owner of that certain real property located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California (the "Property"); and WHEREAS, Lessor and Lessee are parties to that certain Building Lease Agreement and Addendum to Building Lease Agreement, each dated as of February 16, 1988, as amended by that certain Second Amendment to Lease Agreement dated January 17, 1995 and that certain Third Amendment to Lease Agreement dated February 19, 2008 (collectively, the "Lease"), whereby Lessor leases to Lessee interior space within Lessor's existing building ("Building") at the Property, antenna tower space adjacent to the Building, and utility connections between Lessee's equipment and antennas for the construction, operation, and maintenance of a communications facility, all as more particularly set forth therein; and WHEREAS, Lessor and Lessee desire to amend the Lease to (i) further extend the term thereof, (ii) provide for the automatic extension of the Lease term and (iii) modify certain other provisions of the Lease, as more specifically set forth below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows: 1. Defined Terms. Any capitalized terms used in this Amendment that are not defined herein sha11 have the meanings given those terms in the Lease. 2. Extension of Term. Lessor and Lessee acknowledge and agree that the Lease's current extension term will expire on June 30, 2009 (the "Current Extension Term"). Upon the expiration of the Current Extension Term, the Lease shall automatically be extended for one (1) additional extension term of five (5) years (the "Additional Extension Term") upon the same terms and conditions as amended herein. The Lessor may terminated the Lease by giving written notice thereof to Lessee at least ninety (90) days prior to July 1, 2010 or any July 1st thereafter during the Additional Extension Term. 3. Notices. Lessee's notice address listed in the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof: Palos Verdes Fourth Amendment C-91 ,.,., ' . ' . "Lessee: Los Angeles SMSA Limited Partnership, dba Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attn: Network Real Estate" 4. Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor as of the date hereof that: (a) Lessee is not in default under the Lease, and (b) Lessee has not committed any act or omission that, after notice or the passage of time, or both, would constitute a default or event of default under the Lease. 5. Full Force and Effect. Except as specifically modified by this Amendment, all of the terms and conditions ofthe Lease shall remain in full force and effect. The Lease is hereby ratified and affirmed by Lessor and Lessee and remains in full force and effect as modified hereby. · 6. Conflict. In the event of a conflict between any term or provision of the Lease and this Amendment, the terms and provisions of this Amendment shall control. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the date and year first above written. LESSOR: City of Rancho Palos Verdes Date: APPROVED AS TO FORM: By:~~~ CarolW.Lynch,C~ttonrrey Date: Palos Verdes Fourth Amendment ATTEST: ~A _ fi By: ~~~ Carla Morreale, City Clerk Date: ~l!t/or C-92 ~· • I , .... ' LESSEE: Los Angeles SMSA Limited Partnership, a California limited partnership dba V erizon Wireless By: AirTouch Cellular, its General Partner ~ ::w~J~ Title: Area Vice Pres· ent Network Date: Palos Verdes Fourth Amendment / .... -: ... -. ~. C-93 BUILDING LEASE AGREEMENT . IAT&TI THIS BUILDING LEASE AGREEMENT, made and entered into on this ~ day Of No~ember . 1988, by and between CITY OF RANCHO PALOS VERDES a s owner · of 30940 Hawthorne Boulevard, Rancho Palos Verdes, California, 90271, hereinafter the "LESSOR' and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California General Partnership, hereinafter t ·ne "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 • THE 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 IRBEYOCABLE 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 . , t~~ ;to p_e.t ~on ,of 1;p~ .. e a §.§ll),e nt .f9r .ipgr e .s s .. l'l,nd egr~s ~,,from . time J o . "time, provided that "'LESSOR contl.nues t -o provide LESSEE wit h 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 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 . C-94 ' ~,I 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 1 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 writton notice of its intention to do so at least ninety (90) ~~Y§ prior to the date that the then-current term would otherwise end, Ne option may ~e exercised more than one (1) year prior to tha eommencement dati!! 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 11 ) • 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 ~vould provide substantially the same renult 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. C-95 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 buildinq materials shall be delivered to the Property by LESSEE or under LESSEE 1 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 1 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 C-96 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 1 s planning department with a true copy of LESSEE 1 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 I,ESSEE 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 unr~iisonably disapprove the contract and LESSOR shall be eon§id@ro~ to have approved the contract in the absence of dolivoring 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 ent~r 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, C-97 I' to 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 sui table 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 C-98 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. <:) If LESSEE does not cause to be recorded the bond described ~n 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 agencdes and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials; (2) the insurance under-.1riting 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 C-99 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 1 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. Notiae 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 thereaf·ter refund any uneaL·ned 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 C-100 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. 1r FIRE OR .OTHER CASPALT¥ 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), t-rhich 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 OF 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 andjor 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 lOA and lOB, above, the indemnifying party (in each case) shall defend any claim against C-101 . •, '.• 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 andjor 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: Company LESSOR: 5391 Los Angeles Cellular Telephone 6045 East Slauson Avenue Los Angeles, California 90040 Attn: Vice President of Operations & Engineering City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90274- (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 1 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, C-102 ·~ ... ·, upon paying 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 andjor 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 andjor 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 C-103 . -, .. court of competent jurisdiction to be invalid or unenforceable, then such portion shall be deemed modified to the extent necessary in such court's op1n1on 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 (30) 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 (30) 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 C-104 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 rec;:overing 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) C-105 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: ranc2.lse LOS ANGELES CELLULAR TELEPHONE COMPANY, a california general partnership BY'~ Its: President and General Manager C-106 881·61· 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 11 , 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 C-107 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Los Angeles Cellular Telephone Company 6045 East S.lauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering f Jlk;b't £ MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum of Lease") is made this day of~-· 19illL, between~~~Gho ~alos ~~e.S-------------------------------------------------­ 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 -Rcmooo p, v. , County of I:.es---AAgeles----· State of California, commonly known as 30940 Hawthorne Blvd. , Rancho PaJ as Verdes, CA 902.7.!:t4----------- -----------· more particularly described in Exhibit "A" attached hereto ("Property"), for a term commencing on , 19_, and ending f jve (__5__) years th~reafter ("Initial Term"), with an option of Tenant to extend the Initial Term for two (.2_) consecutive periods of f~ve (.2_) 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 Tenant's 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 any person or entity for purposes of financing its equipment or for the operation of its business(" Leasehold Assignment"}, and to record against Tenant's 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 purport to grant or 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: TENAN~ City of_Ranch~~-P~a~J~~~s~Vae~r~d~e,~----------- By: __ ~ Its:----------------------------- Its: President and General Manager By:------------- Its:----------__________________ _ [Acl<nowledgments to be affixed to this signature page.] [Legal Description of Property to be attached as Exhibit "A" to this document] ·~·. ~· C-108 _.....----z_ .fi" X. P~ VE" P . Pfl~K/N6 -z...___ iiX. TK~NSF. )----- ·~ '" ...... ......... " t 1 ~ ~ <: >------~ 1 t • \ ~ SITE LOCATION PLAN SCALE : 1u: iO' LACT CELL SITE 124.1 ":\na.dn UI\WTUI"\0 .. 11:" 01 \11'\ C-109 ~ ~~~ '.J ~ \;:-.~ ~ ~~~~ ~~ V)~ .~ " ~ t '-1 ~~ ~ ~ ~ ~' ~ ~~ !:;:: V) z SITE SURVEY PLAN SCALE: <)• / tl'v LACT CELL SITE 124.1 Jo / 30940 ~AWT~('HUJ~ Rl vn C-110 .. ,,,_ ..., . .., .. ~·-· ....... _ ........ -· ···--·-·· ...... ---------- OF CALIFORNIA, IN.AND FOR THE COUNTY OF LOS ANGELES AND ENTERED l'N UOOl< 4 PAGE 57 OF ,JUOOMENTS, IN THE SUPERIOR COURT OF SAID COUNT¥1 DESCRIBED AS FOLLOWS: COMMENCING AT A POINT, SAID POIN'l' BEING THE COUN'l'Y OF LOS ANGELES 1 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 OF LAND NORTH OF'PALOS VERDES DRIVE, OVERLOOl<ING PoiNT VICENTE LIGHTHOUSE; THENCE W ~3'31 1 58"£ 415.07 FEET TO THE CENTER OF THE NORTHWEST GUN TURRET OF BATTERY 240; THENCE N 51'59'13"E 55.00 FEET; THENCE U 30"00 1 47HW 56.15 FEET TO THE TRUE POINT OF BEGINNING; THENCE H 36'00 1 43"£ 19.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADWS OF 105.00 FEET; THENCE t.AS'l'ERL¥ 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 B6'20'48 11 E 212.34 FEET; THENCE N 01'46'52 11 W 109.94 FEITJ THENCE N 8l'44'll"E 278.53 FEET; TH&NCE S 88'50 1 35 11 E 60.40 FEET; S 71'55'48"E 57.83 FEET; THENCE S 62'00 1 l&M£ 226.14 FIETJ THENCE N 62'l9'00"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 RAOIUS 0? 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 1 00 11 W 79.98 FEET; THENCE, S 84'31'12"W 216.25 FEETt THENCE N 02'24 1 09"W 55.04 l''EET; THENCE N 87'34"50 11 W 231,16 FEETI THENCE S 02"23'42"E 78.06 FEET; THENCE N 83•00 1 49NW 166.47 FEET; THENCE N 86'20 1 48 11 W 212.35 FEET; THENCE N 83"0l'10"W 69,96 FEET TO A POINT BEING A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 85.00 FEET; THENCE WESTERL~ ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 60'58'07", A DISTANCE OF 90.54 FEET; THENCE S 36'00'43 11 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 CEHTAIN NORTHERLY LINE OF SAID UNDERLYING PROPERTY RECITED AS N 81'44'l1"E 278.53 FEET DISTANT THEREFROM N 81'44 1 11"E 79.30 FEET FROM ITS WESTERLY MOST TERMINUS THEREOF; THENCE S 02 • 50 1 09 11 E 11.17 FEET TO A POINT, SAID POINT BEING A CORNER OF AN EXISTING TWO-STORY BUILDING AND SAME POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE, ALONG 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 UEGINNING; CONTAINING 464 SQUARE FEET; 0.011 ACRES. DESCRI P'riON OF LEASE SITE: (ALTERNATE SH£L TE.H SITE l THAT PORTION OF THE ABOVE DESCRI t:lED UNDERLYING PROPERTY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THA'r CERTAIN NORTHWESTERLY LINE OF SAID UNDERLYING PROPERT~ 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 88'13'0B"E 80.54 FEET TO A POINT, SAID POINT BEING A CORNER OJ-' AN EXISTING 'l'WO STORY Or'FICE ~ BUILDING; THENCE, S 02'50'09"E 14.00 FEET TO POINT OF BEGINNING OF THIS DESCRIPTION; THENCE, l. s 87"09'51"W lJ.OO FEE'r; 'l'IIENCJ::, 2. s 02'50'09 11 E 15.00 FEET; THENCE, J. N 87'09'5l"E 30.00 FEET; THENCE, 4. N 02'50'09 11 W l5.00 FEET; THENCE, 5. s 87'09'51 11 W 17.00 FEET 'l'O POIN'l' Or' BEGINNING. LACT CELL SITE 124 .I 30940 HAWTHORNE BLVD. C-111 , ' ,.. .·..-- 88161 1302007 ~ ~lu'h ,· t 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 IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, 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 ~MENDMENTS THERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY·rs 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. C-112 88161 1302007 R 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: 1. GENERAL AND SPECIAL COUNTY AND/OR CITY TAXES FOR THE FISCAL YEAR 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-I, 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 ~EET; 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 ?EET 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 •. C-113 ' ' 88161 1302007 R Tt7 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 INVESTIGATION 'AND EXTENDED COVERAGE SURVEY SUPPLIED BY THE CUSTOMER. 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. C-114 . ' ' 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 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 35.00 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. 3525159 ?!K=: 04 C-115 88i6l' 1302{)07 R r··· Ill I I I ~~: TICOR TITLE INSURANCE COMPANY OF CALIFORNIA 100 PER CENT RATE. NG:7 8525159 PAGE OS C-116 ' "t '!·;:: ... ~ '), \· FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT ("Amendment") is entered into and effective as of the 3rd day of June 2008, by and between the CITY OF RANCHO PALOS VERDES ("LESSOR") and NEW CINGULAR WIRELESS PCS, LLC ("LESSEE"), formerly known as LA Cellular and AT&T Wireless. RECITALS A. LESSOR is the owner of that certain real property ("LESSOR'S Property) located at 30940 Hawthorne Boulevard, in the City of Rancho Palos Verdes, in the County of Los Angeles, California. B. LESSOR and LESSEE are parties to that certain Building Lease Agreement dated November 15, 1988, pursuant to which LESSEE is leasing from LESSOR a portion of LESSOR'S Property (the "Property"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Lease. C. LESSOR and LESSEE now desire to amend the Lease on the terms and subject to the conditions of this Amendment. AGREEMENT In consideration of the foregoing recitals and the mutual representation, warranties, covenants and conditions set forth in the Lease and herein, the parties, intending to be legally bound, agree to amend the Lease as follows: 1. With respect to Article 3 ("Term and Rent") of the Lease, a new subsection D is hereby inserted to read in its entirety as follows: D. The term of the Lease is hereby extended from August 31, 2008 to June 30, 2009. C\y\{ Ccl'~ C-117 ,.· . -:;· IN WITNESS WHEREOF, the parties hereto have entered into this Amendment to Lease as of the date set forth above. LESSOR: By: ____;:__,_""--_.__-'---+--- Name: Douglas W. St, n Title: Mayor ~;:E~~ Name: Carla Morreale Title: City Clerk LESSEE: NEW CINGULAR WIRELESS PCS, LLC C-118 " SECOND AMENDMENT TO BUILDING LEASE AGREEMENT This SECOND AMENDMENT TO BUll.DING LEASE AGREEMENT ("Amendment") is made this 16th day of June, 2009, by and between the City of Rancho Palos Verdes ("Lessor") and New Cingular Wireless PCS, LLC, a Delaware limited liability company ("Lessee"), formerly known as LA Cellular and AT&T Wireless. RECITALS WHEREAS, Lessor is the owner of that certain real property located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, California (the "Property"); and WHEREAS, Lessor and Lessee are parties to that certain Building Lease Agreement dated as of November 15, 1988, as amended by that certain First Amendment to Lease Agreement dated June 3, 2008 (collectively, the "Lease"), whereby Lessor leases to Lessee space on the Property for a 280 square foot free-standing building (the "Building"), antenna tower space at the northwest comer of the Lessor's two-story building, and utility connections between Lessee's equipment and antennas for the construction, operation, and maintenance of a communications facility, all as more particularly set forth therein; and WHEREAS, Lessor and Lessee desire to amend the Lease to (i) further extend the term thereof, (ii) provide for the automatic extension of the Lease term and (iii) modify certain other provisions of the Lease, all as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, and the covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows: 1. Defmed Terms. Any capitalized terms used in this Amendment that are not defmed herein shall have the meanings given those terms in the Lease. 2. Term. Lessor and Lessee acknowledge and agree that the Lease's current extension term will expire on June 30, 2009 (the "Current Extension Term"). Upon the expiration of the Current Extension Term, the Lease shall automatically be extended for one (1) additional extension term of five (5) years (the "Additional Extension Term") upon the same terms and conditions as amended herein. The Lessor may terminate the Lease by giving written notice thereof to Lessee at least ninety (90) days prior to July 1, 2010 or any July 1st thereafter during the Additional Extension Term. 3. Notices. Lessee's notice address listed in the Lease is hereby deleted in its entirety and the following is substituted in lieu thereof: C-119 Lessee: New Cingular Wireless PCS, LLC dba AT&T Mobile Attn: Network Real Estate Administration Re: Cell Site#: LAC124; Cell Site Name: Ranch PV (CA) Fixed Asset No.: 10085903 12555 New Cingular Way, Suite 1300 Alpharetta, GA 30004 With a required copy of the notice sent to the addresses above to AT&T Legal at: If sent via certified or registered mail: Or New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Re: Cell Site#: LAC124; Cell Site Name: Ranch PV (CA) Fixed Asset No.: 10085903 P.O. Box 97061 Redmond, WA 98073-9761 If sent via nationally recognized overnight courier: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Re: Cell Site#: LAC124; Cell Site Name: Ranch PV (CA) Fixed Asset No.:10085903 16331 NE 72nd Way Redmond, W A 98052-7827 4. Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor as of the date hereof that: (a) Lessee is not in default under the Lease, and (b) Lessee has not committed any act or omission that, after notice or the passage of time, or both, would constitute a default or event of default under the Lease. 5. Full Force and Effect. Except as specifically modified by this Amendment, all of the terms and conditions of the Lease shall remain in full force and effect. In the event of a conflict between any term or provision of the Lease and this Amendment, the terms and provisions of this Amendment shall control. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. 6. Conflict. In the event of a conflict between any term or provision of the Lease and this Amendment, the terms and provisions of this Amendment shall control. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. C-120 7. Counterparts. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the latter date written below. LESSOR: City of Rancho Palos Verdes Date: APPROVED AS TO FORM: By: ,~L Carol W. Lynch, ty Attorney Date: LESSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By4~ Name: /1!4i?..te!_~,e~ Title: /2'G"AL ES"7297if r.s7JZUCJ7CW Date: 7--~3-o9 \'l994823.1 ATTEST: ~ By: dul~ Carla Morreale, City Clerk< ~/&11/o; Date: C-121 TENANT ACKNOWLEDGMENT STATE OF CALIFORNIA ) COUNTY OF k.s /J-nJ?fes ; On .4 £1/.¥.-2. -3} Zoo q before me, fffn1 u. e · /1 e cfc. , the underfigned, a Notary Public in and for said State, personally appeared _ML!....>a=d:--=~-..Lf?.=-.!,!J:y_,e"'"'r'--'4""'---_ ~============================================~--__ ,who proved to me on the basis of satisfactory evidence to be the personw-whose name.ks:)'"is/cp.:e' subscribed to the within instrument and acknowledged to me that he/shdtbey executed the same in his~ authorized capacity~ and that by his~ signatureks1 on the instrument the person~ or the entity upon behalf of which the personw-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~ ~,L, Name __ ~ff~f-~~~=-~?~~-·~~e~oL~~~-----­ (typed or printed) LANDLORD ACKNOWLEDGMENT STATE OF CALIFORNIA ) ) COUNTYOF ) (Seal) On before me, ______________ ,, the undersigned, a Notary Public in and for said State, personally appeared ________ _ --~----~~~---------------------~who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person( s ), or the entity upon behalf of which the person( s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ______________ _ Name -----------------(typed or printed) 5 (Seal) 2007 Amendment Form C-122 'll .• • BUILDING LEASE AGREEMENT THIS BUILDING LEASE AGREEMENT, made and entered into on this 1st day of July, 1994, by and between the CITY OF RANCHO PALOS VERDES as owner of 30940 Hawthorne Boulevard, Rancho Palos Verdes, California, 90274, hereinafter the "LESSOR" and SOUTHERN CALIFORNIA EDISON COMPANY, hereinafter the "LESSEE", WITNESSETH THAT: WHEREAS, LESSOR is the owner of certain real property, hereinafter "LESSOR's Property11 , 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 11 Property11 , 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. THE 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 which is the subject of this lease is contained within a two-story building on LESSOR's Property, and consists of interior space of approximately one hundred ten (110) square feet, located on the second floor of the catalina wing, and antenna tower space adjacent to the building, and utility cable space as reasonably required to connect the second floor space to antennae on the adjacent tower, and is situated substantially as shown on Exhibit 11 A2 11 , which exhibit is attached hereto and by this reference incorporated herein. 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. If Air Touch Cellular or its successor in interest (hereinafter collectively referred to as "Air Touch Cellular11 ) shall remove its antenna tower · for any reason, Lessee shall furnish its own antenna tower subject to all applicable Federal, State, and City approvals, rules, regulations, and ordinances. 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 ·irigress and egress fro~ 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 July, 1994, at an Annual Rent of Five Thousand Four Hundred Dollars ($5,400), which 940804 R6876-0000I pjn 0691469 3 C-123 '.:t. JL 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 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 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 July 1, 1995. such annual increases or decreases shall be determined in the following manner: (1) Annual Rent shall be adjusted as of July 1, 1995, and as of July 1 of each calendar year thereafter throughout the term of this Lease Agreement and any extensions of such term (July 1 of each year beginning in 1995 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 July 1, 1995. 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 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 published prior to July 1, 1995 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, 940804 R6876-00001 pjn 0691469 3 - 2 - C-124 ., ' adjusted on a monthly basis, as was due for the period immediately preceding the expiration of the Lease. 4. USE OF THE PROPERTY A. LESSEE shall use the Property for the purpose of constructing, maintaining 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 in connection with LESSEE's use and operation of the Property shall be at LESS·EE' 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 any approval or permit issued by LESSOR to LESSEE 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. Nothing in this Lease shall imply issuance of an approval or permit by LESSOR for use of the Property. · 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) Deliver an application for a building permit to LESSOR's planning department for approval, if required by LESSOR. (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 in order for LESSOR to approve the contractor selected by LESSEE. (ii) LESSOR may disapprove the contractor 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 contractor. (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, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies having jurisdiction .. (4) Deliver to LESSOR (1) a certificate of self- insurance approved by the State of California, subject to review and approval by LESSOR, and (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. 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 any 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. All work shall be 940804 R6876-0000I pjn 0691469 3 - 3 - C-125 • ,• •J ,' 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 Air Touch Cellular, LESSEE will co-locate on Air Touch Cellular'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. (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 that event, 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 ~lso 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 so as to minimize any interruption of LESSEE's communication facility. 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 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 'ch~:< init:ial inst.allation 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, any permit issued by LESSOR may be reviewed annually by LESSOR for the purpose of determining whether advances in technology since the commencement of the Lease, or since the last review of LESSEE's 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, 940804 R6876-00001 pjn 0691469 3 - 4 - C-126 ·•. ,· 'f' .. 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 by 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 excepted, 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 b~low, 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 of all the improvements. If the cost does exceed that percentage, LESSEE may nevertheless repair, restore, and replace as above or may by notice elect instead to raze the improvements damaged or destroyed. Within 30 days after such notice, LESSOR 940804 R6876-00001 pjn 0691469 3 - 5 - C-127 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 repaired, restored or replaced by LESSOR 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 any permit issued to LESSEE. 5. TERMINATION A~ Notice of LESSEE's exercise of its right to terminate this Lease Agreement pursuant to Section 4E(l), 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 assignment or subletting shall be deemed to release the original LESSEE from its obligations under this lease. 940804 R6876-0000I pjn 0691469 3 - 6 - C-128 .. ,' 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 parent or to a subsidiary or any "affiliate" of LESSEE, or to any partnership in which LESSEE or any "affiliate" of LESSEE participates. As used herein, an "affiliate" of LESSEE shall mean any entity which controls, is controlled by, or is under common control with LESSEE. 7. FIRE OR OTHER CASUALTY LESSEE shall be fully responsible for any loss of.Jts equipment and fixtures on the Property due to fire or other casualty. 8. MUTUAL RELEASE 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 cove~age 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. 9. UTILITIES LESSOR shall be responsible directly to the serving entities for all utilities required for LESSEE's use of 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 andjor property damage to the extent such claims are proximately caused by the use andjor 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 andjor property damage to the extent such claims are proximately caused by the use andjor occupancy of LESSOR's Property by LESSOR. Notwithstanding the preceding, LESSOR does not indemnify LESSEE against any claim to the extent that it arises 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 lOA and lOB, above, the indemnifying party (in each case) shall defend any claim against the indemnified partly 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 andjor decrees which m~y be ~ecovered 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 9408(» R6876-00001 pjn 0691469 3 - 7 - C-129 ····~ .. --- address, the other party shall immediately be notified as provided in this paragraph of such change. LESSEE: LESSOR: Southern california Edison Company Regional Manager Land Services Division, Real Property Department 100 Long Beach Boulevard Long Beach, California 90801 City of Rancho Palos Verdes city Manager's Office 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: Contact: Mr. Tom Limb (310) 491-2613 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 andto such easement. 13. RECORDING Either party to this Lease shall have the option of recording Notice of this Lease Agreement in the public record ~y recording a "Memorandum of Lease Agreement" in the form which ~s attached hereto as Exhibit "B" at the county Recorder's Office of the County of Los Angeles. such document shall be executed by the parties before a notary at the same time as this Lease Agreement is executed. 14. MISCELLANEOUS PROVISIONS A. LESSOR represents, covenants and warrants that LESSEE, upon paying 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 o.ther antennae and antenna structures on LESSOR's Proparty p~ovided that all such antennae comply vlith aJ.l 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, 940804 R6876-00001 pjn 0691469 3 - 8 - C-130 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 their 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 andfor 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 LESSOR to reimburse all reasonable costs and expenses incurred in connection with such cure andfor 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 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. 940804 R6876-00001 pjn 0691469 3 - 9 - C-131 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 {30) 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 (30) 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 terminate, and LESSEE shall immediately surrender possession of the Property to LESSOR. In such event, LESSOR shall be entitled to recover from LESSEE aJl 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. 9408(» R6876-0000I pjn 0691469 3 -10 - C-132 -~ '' (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 a~sumption, 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 defaultj 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. 940804 R6876·00001 pjn 0691469 3 -11 - C-133 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: <¢1~aq Attest: LESSEE: 940804 R6876-00001 pjn 0691469 3 -12 - C-134 October 14, 2015 Kit Fox, AICP Senior Administrative Analyst City Manager's Office City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 A AMERICAN TOWER® C ORPOR ATIO N Re : Building Lease Agreement dated February 16, 1988, by and between City of Rancho Palos Verdes ("City"), as Lessor and Los Angeles SMSA Limited Partnership dba Verizon Wireless ("Lessee") Wireless Communications Facility located at 30940 Hawthorne Blvd American Tower site #300810; CUP #119 Dear Mr. Fox, City Council Clerk and Council members, California Tower, In c. ("American Tower'') is a leading independent owner, operator, and developer of broadcast and wireless communications sites worldwide and manages the above referenced telecommunications facility ("Facility'') for Los Angeles SMSA Limited Partnership ("Verizon"), the lessee. New Cingular Wireless PCS LLC ("AT&T") has also installed telecommunications equipment on the facility along with California Edison . Due to FCC regulatory requirements, Verizon and AT&T are required to fill gaps in coverage and capacity to provide ce llular service in the Rancho Palos Verdes ("City") area. Verizon and AT&T have provided the residents and businesses in the City with necessary wireless services since 1988. Residents, businesses and visitors to California depend upon wireless services and devices in every aspect of their lives including personal communications and business applications. Th e demand for wireless data is projected to increase 700 percent over the next five years which is a challenge for the wireless industry to meet the explosive growth. Today many users inc reasing ly rely upon wireless service as their exc lu sive means of voice communication at home. Additionally robust wireless network infrastructure will spur economic growth and promote job creation in Californ ia . Verizon and AT& T's network development continues in the City area . Those developments include addressing customer demand while establishing the mandated infrastructure as required by the Federal Communications Commission ("FCC") and other governmental entities to meet national public safety needs. Wireless commun ication sites throughout their network are "locationa lly dependent". Each communica t ion site is designed for specific purposes within its lo ca le, and ha s a "network relationship" between each site and its group of neighbor sites . Elimination of a single cell site will result in reductions in network capacity, data network throughput and possibly service itself because of a weak e r or in some cases no signa l at all. In this event, gaps, weak points and potential bottle-necks in the system will p rohibit Verizon and AT&T from provid i ng uninterrupted and rel iable service to customers in 10 Presi den tial Way • Woburn, MA 01 801 • 781 .926.4500 Off ice • 781 .926 .4545 Fax • www.a meri cantower.com C-135 City Council October 14, 2015 Page 2 a defined coverage area. Furthermore, the elimination of this wireless communication s site will impa ct neighboring cellular site lo cations and their served customers by necessitating significant modifications to the network to compensate for losses in coverage and capacity of the site. In order to meet the basi c level of operational radio signal coverage, Veri zon and AT&T radio frequency (RF) engineers have designed a network of wireless communication facilities for the City area . Specific sites are chosen after lengthy analysis. Selection criteria include: limitations imposed by surrounding topography, land availability, the intended service area of the site, and the ability ofthe site to receive signals and messages from users connected to other sites in the network neighboring the existing location. Elimination of this facility after 27 years of operation will put a tremendous burden on their networks to compensate fo r the loss causing diminished service to the residents in the City. Wireless services play a critical public safety role as more than 70% of all emergency calls are placed with a wireless device according to the FCC. (See FCC Press Release, entitled FCC takes Action to Improve Wireless 9 -1-1 Services, dated September 23, 2010) Wireless coverage and capacity is essential to ensuring access to public safety agencies wherever citizens are and when they need it. In 2012, Congress established the First Responder Network Authority ("FirstNet") and tasked it to build the first high-speed nationwide wireless network dedicated to public safety and emergency responders. In order to streamline deployment, manage costs and provide broad geographic coverage, FirstNet will need to use existing wireless i nfrastructure to respond to our nations and your community's public safety needs . American Tower requests that the City of Rancho Palos Verdes extend the lease with Verizon allowing the facility to remain operational. The benefits of telecommunication s coverage in the vicinity ofthe site contemplated by the City, including enhanced emergency capabilities and response is consistent with the City's objective to protect the public health, safety and welfare of the community pursuant to Chapter 13 .12 Telecommunications and Regulatory Ordinance of the City of Rancho Palos Verdes Municipal Code to ensure adequate public utilities and communication services to all re sidents . Sincerely, ~d?J_tu/) Bonnie Belair Attorney American Tower 10 Presidential Way Woburn, MA 01801 781-926 -4637 cc: City Council Clerk City Co un ci l members 10 President ia l Way • Woburn. MA 01801 • 78 1.926.450 0 Office • 78 1.926 .45 45 Fax • www.ameri cantowe r.co m D-1 '\ .· l . v BUILDING LEASE AGREEMENT THIS BUILDING LEASE AGREEMENT, made and entered into on this 1st day of July, 1994 , by and between the CITY OF RANCHO PALOS VERDES as owner of 30940 Hawthorne Boulevard, Rancho Palos Verdes, California, 90274, hereinafter the "LESSOR" and SOUTHERN CALIFORNIA EDISON COMPANY, 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 ~he "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. THE PROPERTY A. The ~egal description of LESSOR's Property is contained in Exhibit "Al" attached hereto and by this reference incorporated herein. B. The Property which is the subject of this lease is contained within a two-story building on LESSOR's Property, and consists of interior space of approximately one hundred ten (·110) square feet, located on the second floor of the Catalina wing, and antenna tower space adjacent to the building , and utility cable space as reasonably required to connect the second floor space to antennae on the adjacent tower, and is situated substantially as shown on Exhibit "A2 11 , which exhibit is attached hereto and by this reference incorporated herein. 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. If Air Touch Cellular or its successor in interest (hereinafter collectively referred to as "Air Touch cellular") shall remove its antenna tower for any reason, Lessee shall furnish its own antenna tower subject to all applicable Federal, State, and City approvals, rules, regulations, and ordinances. 2 • L&ASE ANp IBREVOCABLE 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 tne right to change the location of the easement for ·ingress and egress fro~ 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 ANP RENT A. This Lease Agreement shall be for an initial term of ten (10 ) years beginning on the first day of July, 1994, at an Annual Rent of Five Thousand Four Hundred Dollars ($5,400), which 940104 116876-00001 pjo 069 1469 3 103 D-2 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 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 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 July 1, 1995. Such annual increases or decreases shall be determined in the following manner: (1) Annual Rent shall be adjusted as of July 1, 1995, and as of July 1 of each calendar year thereafter throughout the term of this Lease Agreement and any extensions of such term (July 1 of each year beginning in 1995 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 July 1, 1995. 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 1982- 84 "" 100) -Urban Wage Earners and Clerical \vorkers -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 July 1, 1995 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, 940804 R6876-0000! pjo 0691469 3 - 2 - 104 D-3 adjusted on a monthly basis, as was due for the period immediately preceding the expiration of the Lease. !..._." USE OF Ttl_E PROPERTY A. LESSEE shall use the Property for the purpose of constructing, maintaining and operating within the Building and on the antenna tower a radio communications facility and required anterina, and for any uses which are necessary and incidental thereto. The construction of all improvements in connection with LESSEE 1 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 any approval or permit issued by LESSOR to LESSEE 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. Nothing in this Lease shall imply issuance of an approval or permit by LESSOR for use of the Property. B. Before commencement of any ~JOrk of construct ion, 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) Deliver an application for a building permit to LESSOR's planning department for approval, if required by LESSOR. (2) ( i) Furnish LESSOR's planning department with a true copy of LESSEE's contract with its general contractor and \vith evidence of the general contractor's financial condition in order for LESSOR to approve the contractor selected by LESSEE. (ii) LESSOR may disapprove the contractor by delivering to LESSEE written notice thereof \¥ithin 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 contractor. (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, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies having jurisdiction. (4) Deliver to LESSOR (1) a certificate of self- insurance approved by the state of California, subject to review and approval by LESSOR, and (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. 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 any report shall be delivered to LESSOR on commencement of the term. D. Once the work is begun, LESSEE shall 111ith reasonable diligence prosecute to completion all construction of improvements, additions, or alterations. All work shall be 940gl)l R6B76-0000I pjn Q69146Y 3 -3 - 105 D-4 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 v:ith all applicable governmental permits, laws, ordinances, and regulations. E. With the consent of Air •rouch Cellular, LESSEE will co-locate on Air Touch Cellular'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. (1) As a co-tenant on the antennae pole it is understood and agreed that the I,ESSOR has plans to redevelop LESSOR's Property, and in connection therewith, J_,ESSOR may construct a new civic Center at LESSOR's Property. In that event, 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 ~lso 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 so as to minimize any interruption of LESSEE's communication facility. 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 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 t:h.:.. initial L;stallatioil 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, any permit issued by LESSOR may be reviewed annually by LESSOR for t,he purpose of determining whether advances in technology since the commencement of the Lease, or since the last review of LESSEE's 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, 940!<:» R6%76-0000I pjn 0691469 3 - 4 - 106 D-5 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 by 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 1 s, materialman 1 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 vmrk 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 excepted, 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 belo¥1 1 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 vrork so required does not exceed 50% of the replacement value of all the improvements. If the cost does exceed that percentage, LESSEE may nevertheless repair, restore, and replace as above or may by notice elect instead to raze the improvements damaged or destroyed. Within 30 days after such notice, LESSOR 940804 R6S76-l)li(l()l pju 0691469 3 -5 - 107 D-6 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 repaired, restored or replaced by LESSOR 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 any permit issued to LESSEE. 5. TERMINATION A. Notice of LESSEE's exercise of its right to terminate this Lease Agreement pursuant to Section 4E(l), above, shall be given to LESSOR in writing by certified mail, return receipt requested and shall be effective \lpon 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 assignment or subletting shall be deemed to release the original LESSEE from its obligations under this lease. 940R04 R6876-0000l pjo 0691469 3 - 6 - 108 D-7 B. Notwi t.hstanding the preceding paragraph 6. A. , LESSEE shall not require LESSOR's consent in order to assign this lease, or to sublease, to LESSEE's parent or to a subsidiary or any "affiliate" of LESSEE, or to any partnership in which LESSEE or any "affiliate" of LESSEE participates. As used herein, an "affiliate" of LESSEE shall mean any entity which controls, is controlled by, or is under common control with LESSEE. 7. FIRE OR OTHER CASUALTY LESSEE shall be fully responsible for any loss of.jts equipment and fixtures on the Property due to fire or other casualty. 8. MUTUAL RELEASE 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. 9. UTILITIES LESSOR shall be responsible directly to the serving entities for all utilities required for LESSEE's use of 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 are proximately caused by 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 are proximately caused by 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 arises 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 lOA and lOB, above, the indemnifying party (in each case) shall defend any claim against the indemnified partly 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 andfor decrees which muy be, .-~ecovered 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 (clr 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 94011» R6&76-0000I pjn 0691469 3 - 7 - 109 D-8 address, the other party shall immediately be notified as provided in this paragraph of such change. LESSEE: LESSOR: Southern California Edison Company Regional f.1anager Land Services Division, Real Property Department 100 Long Beach Boulevard Long Beach, California 90801 City of Rancho Palos Verdes city Manager's Office 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: contact: Mr. Tom Limb (310) 491-2613 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 an~ to such easement. 13. RECORDING Either party to this Lease shall have the option of recording Notice of this Lease Agreement in the public record ~y recording a "Memorandum of Lease Agreement" in the form which 1.s attached hereto as Exhibit "B" at the County Recorder's Office of the County of Los Angeles. such document shall be executed by the parties before a notary at the same time as this Lease Agreement is executed. 14. !HSCELLANEOUS PROVISIONS A. LESSOR represents, covenants and warrants that LESSEE, upon paying 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 o_ther antennae and antenna structures on LESSOR's Prop.arty p:::-ovided that all such antennae comply with a.l.l 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, 9408()1 R6876-0000t ri• 0691469 3 -8 - 110 D-9 promises or underst.andings shall or 1-li l1 be bindi.ng upon either LESSOR or LESSEE, and any addition, variation or modification to this Lease Agreement shall be void and ineffective unless made in \4riting and signed by the parties hereto. C. 'l'his Lease Agreement and the performance hereof shall be governed, interpreted, construed and regulated by the laws of the State of California. D. 'l'his 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 their 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 andjor 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 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 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 Agreemer:t shaJ.l ccnt:irme 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. 9401104 R6876-0000l pjn 0691469 3 - 9 - 1 1 1 D-10 K. In addition to the other remedies provided for in this Lease Agreement, LESSOR and LESSEE shall be entitled to immediat.e restraint by injunction of any violation or attempted or threatened violation of any of the covenants, conditions or provisions herein contained. L. 'l'he 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. A. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by LESSEE: (l) The abandonment of the Property by LESSEE. ( 2) 'I'he 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 (30) 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 (30) 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 terminate, and LESSEE shall immediately surrender possession of the Property to LESSOR. In such event, LESSOR shall be entitled to recover from LESSEE aJl dal71'3ges incurr~d 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. 9408\» R6876-00001 pjn 0091469 3 -10 - 112 D-11 (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 t.hat 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 a~sumption, 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 li~itation, 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 an}' 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. 940004 R6876-()()(l0! pjn (>691469 J -11 - 113 D-12 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 ~at/ ~1 yor · By: l1ttest: -::..:f:P-L{;t~ City Clerk l LESSEE: 940804 R6876·00001 pjn 0691469 3 -12 - 114 E-1 .;,...• .. . . ........... BUILDING LEASE AGREEMENT . THIS BUILDING LEASE AGREEMENT, made and entered into on thi~ ~ day of NOVember . 1988, by and between CITY OF RANCHO PALOS VERDES aa owner · ot 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 n1utual obligations, agreements, representations and warranties herein contained, the parties hereby agree to the following terms, covenants and conditions: l, THE 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 1;erminate 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 [7J 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 th~ .. 1oc;:,(!ltion ... of tl}Cil eas.ljll\Jent fC?:r; ingress ~nd e9res~. 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 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, regulat i ons, and ordinances. .,.., 74 E-2 '• I '. 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 writton notice of its intention to do so at least ninety (90) day• prior to the date that the then-current term would otherwise ond, No option may be exercised more than one (1) year prior to tha 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 consun1er 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 r.1ay 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 0omputation as '~ould provide substantially the same renult 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. 75 E-3 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 Pennit 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 1.mcier LESSEE 1 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 n1ake 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 11 ; 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 \>larking dra\vings 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 76 E-4 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 deliverin9 to I.ESSEE written notice thereof within 15 days followin<J delivery to LESSOR of the copy of the contract. The notice &h~ll specify the grounds for disapproval. LESSOR shall not Ul'l:t'Olisonably disapprove the contract and LESSOR shall be een~i~~rod to have approved the contract in the absence of dolivorin~ to LESSEE written notice of disapproval within 15 days attar 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 controli but failure, regardless of cause, 77 E-5 \ . ........,. to 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 agreas that LESSOR may require LESSEE to relocate the Property to other locations on I,ESSOR' s Property. such relocation shall includ~ 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 78 E-6 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 in9tall 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 c:>f all work61 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 1 fees and all costs and expenses incurred by LESSOR in negotiating, settling, defending, or otherwise protecting against such claims. C?l If LESSEE does not cause to be recorded the bond described l.n 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 la\'lful 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 agen<:ies 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 79 E-7 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. TERMINA'riON 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 unea;:·ned 1:·ent (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 80 E-8 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. Zr PIRE OR .OTHER CASUALTY A. LESSEE shall be required to purchase fire and extended coveraqe 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), 'l'lhich 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 . .!L.... MUTUAL RELEASEr WAIVERS OF 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 andjor property damage to the extent such claims result from or arise out of the use andjor 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 lOA and lOB, above, the indemnifying party (in each case) shall defend any claim against 81 E-9 the indeumified part with respect to any indemnified matter and any claim with respect to any such matter in which the indemnified party may be impleaded .ru3!.! shall pay and discharge any judgments, orders andjor decrees which may be recovered against the indemnified party in connection with any indemnified matter. ll• NOTICE~ 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 chang<'~ of address, the other party shall immediately be notified as provided in this paragraph of such change. LESSEE: Company LESSOR: 5391 Los Angeles Cellular Telephone 6045 East Slauson Avenue Los Angeles, California 90040 Attn: Vice President of Operations & Engineering City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90274- (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 1 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. ll_,_____ RECORDJ;NG 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, 82 E-10 ·, ,' upon paying 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. 'rhis 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 shal:l 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 andjor remedies hereunder or by law provided or it may (although it shall not be obligated to do so) cure LESSOR's breach andjor 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 83 E-11 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 n1ay 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 (30) 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 (30) 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 84 E-12 terminate and LESSEE shall ill\11\ediately 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 reqovering possession of the Property, expenses of reletting including necessary renovation and al tarnation 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 1 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 1 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) 85 E-13 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: r.anc2.lse LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership By'~ Its: President and General Manager 86 E-14 881•61 1302007 R 777 'l'ICOR 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 PAR'l'ITION 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 ll 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 87 E-15 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 -~ ----~---------£ ,th_;b,'t £ MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum of Lease") is made this day of ---1!'-~-· 19EB-, between --C.i.ty-..Qli--l<anG~los-Ve:rdaS---------~------------- as landlord ("Landlord") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as Tenant ("Tenant"), who agree as follows: Landlord lias leased to Tenant and Tenant has leased from Landlord those certain portions of that certain Property, more particularly descrlbed in the Lease ("Premises"), .in the City of -Ral:loo~v.-. County of Les--Aflgeles--• State of California, commonly known as __ 3~~borne Blvd. , ___ Rancho Palos Verdes .~7.tt.------ • more particularly described in Exhibit "A" attached hereto ("Property"), for a term commencing on , 19._, and ending f jve (_5_ __ ) years tll.ereafter ("Initial Term"), with an option of Tenant to extend the Initial Term for two (L) consecutive periods of f~ve (2_) years each ("Additional Terms"), on the terms ar'ld 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 Tenant's 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 Tenants interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ("Leasehold Assignment"), and to record against Tel'lant 's 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 Tenants 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 Promises or otherwise. Accordingly, Landlord understands and agrees that Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and/or any of Tenants 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 ttle date first above written. LANDLORD: TENANT: -.-CHy of_Eancbo Palos Verdes_ _____________ _ By: __ Its:_ .. -··---------------- By:------------------· ·--- Its:------- LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership Its: President and General Manager (Acknowledgments to be affixed to this signature page.] (Legal Description of Property to be attached as Exhibit "A" to this document] 88 ... \ E-16 ------z_ .l:r X. P,/; YS P . P/YAKIN6 -z_ ___ _ c::::>---z ~ SITE LOCATION PLAN SCALE: 1 :: to' ;~l< z4' rACit/TY SI-IELTc~ '-.: 1 1 1 1 1 )----- ·~ '" ..... , ...... t ~ ('_ >~ • ' \ LACT CELL SITE 124.8 ~f"'Q..tlf'\ UI\UJTUI"'O"IC' o~\11"\ j I I I E-17 --·~····---.-/ --------- ~~ ~ ~ t( ~ :>i ~ ~~~j ~'() ~~z j ~\~ o SITE SURVEY SCALE: ' ~ ~ PLAN 1"; so' 'C, 'I)" LACT CELL SITE 124. L (\ / 3094() H~WTI·H"'IRNI='8~ vn E-18 .tf.t\~ ..., ... """ ... " ... -· ._.,._...,..., ... -· -··--• _, .. ---~ v~.~., OF CALIFORNIA, IN 'AND FOR THE COUNT¥ OF LOS ANGELES AND ENTERED IN OOOK 4 PAGE 57 OF ,JUDGMENTS, IN THE SUPERIOR COURT OF SAID COUNT¥1 DESCRIBED AS FOLLOWS: COMMENCING AT A POINT, SAID POIN'l' BEING THE COUN'l'¥ 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, SAlD POINT BEING LOCATED ON A POINT OF LAND NORTH OF'PALOS VERDES DRIVE, OVERLOOKING POINT VICENTE LIGHTHOUSE; THENCE N 53•31 1 58«1 415.07 fEET TO THE CENTER OF THE NORTHWEST GUN 'l'UM£:'1' 01 ~ATTERY 240; Ttil!:NCE N 5l'59'13"E 55.00 FEET; THENCE U 38•00'47HW 56.15 FEET TO THE TRUE POINT OF BEGINNING; THENCE H 36'00 1 4311£ 19.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIVS OF 105.00 FEET; THENCE t.\STERLY ALCNG SAID CURVE THROUGH A CENTRAL ANGLE OF 60' 58' 07 11 , A DISTANCE OF 111.73 FEET; THENCE S 8J.01'lO"E 69.38 FEE'l'; TH&NCE S 86'20'48 11 £ ~12.34 FEET; THENCE N 01'46'52"W 109.94 FEJT1 THENCE N 8l'44'1l"E 278.SJ FEET; THlHCE S 88'50'35"£ 60 •• 0 FEET; S 71'55'48"E 57.83 FEET; THENCE S '2"00 1 l&ME 226.1. FZETI THENCE N 62'1i'OO"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 RAOIOS 01 550.00 F&ETJ THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL AllGLE OF 02'18'26", A DISTANCE OF 22.15 FEET; THENCE, S62'19'00 11 W 79.98 FEET; THENCE, S 84'31'12 11 W 216.25 FE£'1'1 THENCE N 02'24 1 09 11 W 55.04 l''EET; THENCE N 87'J4"50"W 231.16 FEET7 THENCE S 02'23'42"E 78.06 FEET; THENCE N 83•00I49MW 166.47 FEET; THENCE N 86'20 1 48"W 212.35 FEET; THENCE N 83'01 1 10 11 W 69.96 FEET TO A POINT BEING A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 85.00 FEET; THENCE WESTERLY ALONG SAl D CURVE, THROUGH A CENTRAL ANGLE OF 60'58'07", A DISTANCE OF 90.54 FEET; THENCE S 36'00'4J 11 W 25.04 FEET1 THENCE N 38'00 1 47"W 20.80 FEET TO THE TRUE POINT OF BEGINNING. DESCRIPTION Of LEASE SITE: THAT PORTION OF 'l'HE ABOVE DESCRIBED UNDERL¥ING PROPERTY DESCRIBED AS FOLLOWS: COKMENCINC AT A POINT ON THAT CEHTAIN NORTHERLY LINE OF SAID UNDERLYING PROPERTY RECITED AS N 81'44'11NE 278,53 FEET DISTANT THEREFROM N 8l"44 1 ll"E 79.30 FEET FROM ITS WESTERLY HOST TERMINUS THEREOF 1 THENCE S 02 '50 1 09 11 E 11.17 FEET TO A POINT, SAID POINT BEING A CORNER OF AN EXISTING TWO-STOR¥ BUILDING AND SAME POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE, ALONG THE BUILDING WALL, 1. S 02'50'09"E 3.00 FEET; THENCE, 2. S a7•09'57"W 29.00 FEET; THENCE, J. N 02•50'09 11 W 16.00 FEET PASSING 'l'HROUGH 'l'HE ABOVE MENTIONED NORTHERLY LINE OF SAID UNDERLYING PROPERTY; THENCE, 4, N 87'09 1 l5"E 29,00 FEET; THENCE, 5. S 02'50'09"E 13.00 FEET TO THE POINT OF UEGINNING; CONTAINING 464 SQUARE FEET; 0.011 ACRES. DESCfU P'riON Of' LEASE SITE: (ALTERNATE SH£L TE.k SITE l THAT PORTION OF THE ABOVE DESCIU UED UNDERLYING PHOPERTY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THA'r CER'l'AHI NORTHWESTERLY LINE OF SAID UNDERL¥ING PROPERTY RECITED AS N Ol*46'52"W 109.94 FEET DISTANT THEREFROM N 01'46'52"W 26.75 FEET FROM ITS SOUTHERLY TERMINUS THEREOF; THENCE N 88'l3'0S 11 E 80.54 FEE'l' TO A POINT, ~ SAID POINT BEING A CORNER 01'' AN EXISTING 'l'WO S'l'ORY OfFICE BUILDING; THENCE, S 02'50'09"1:.: 14.00 f'EE'I' '1'0 POINT OJ<' BEGINNING OF THIS DESCRIPTION; 'I'HENCE, l. s 87.09'51 11 W 13.00 FEJ::'r; 'l'lll::NCE, 2. s 02'50 1 09wE 15.00 t'EET i THENCE, J. N 87'09'5l"E JO.OO 4. N 02'50'09"W 15.00 5. s 87'09'5l"W 17.00 FEET; THENCE, fEET; THENCE, FEET '1'0 POIN'l' O.f BEGINNING. LACT CELL SITE 124 J 30940 HAWTHORNE9SLVD. E-19 88161 1302007 Tl7 TICOR TITLE INSURANCE COMPANY OF CAI~I FORNI A 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 GRANDt STE. 700 LOS ANGELES, CALIFORNIA 90071 ATTENTION: JACK WORTHINGTON YOUR REFERENCE: 8347062 OUR NO. 8525159 IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, 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 ~MENDMENTS 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. 92 E-20 88161 1302007 R 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: 1. GENERAL AND SPECIAL COUNTY AND/OR CITY TAXES FOR THE fiSCAL YEAR 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-I, 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 ~EET; 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 .. 93 E-21 88161 1302007 R 117 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 INVEST~GATION 'AND EXTENDED COVERAGE SURVEY SUPPLIED BY THE CUSTOMER. 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. 94 E-22 ' ' 88161 1302007 R .. 777 TICOR TITLE INSURANCE COMPANY OF' CALIFORNIA DESCRIP1'ION: 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 §5.00 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 SOOTH 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 SOOTH 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 ?AG2 04 95 E-23 88161' 130 2·Cl07 R 777 TICOR TITLE INSURANCE COMPANY OF CALIFORNIA 100 PER CENT RATE. 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