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Los Angeles SMSA Limited Partnership dba AirTouch Cellular-now Verizon Wireless - 1998-08-03 (2)
i t1tINGa 2000 Main Street, Huntington Beach,CA $ 92648 . 7a = City of Huntington Beach APPROVED 7-0 ��UNTY File #: 23-1055 MEETING DATE: 1/16/2024 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Eric G. Parra, Interim City Manager VIA: Chau Vu, Director of Public Works PREPARED BY: Bill Krill, Real Estate and Project Manager Subject: Approve and execute the Second Amendment with Los Angeles SMSA to the Schedule of Leased Property for Fire Station No. 7 Statement of Issue: City Council is requested to approve and authorize the Mayor and City Clerk to execute a Second Amendment with Los Angeles SMSA to the Schedule of Leased Property for Fire Station No. 7 located at 3811 Warner Avenue. Financial Impact: If approved, this Second Amendment will increase current monthly rent received from Los Angeles SMSA for the wireless ground lease located at Fire Station No. 7 from $2,064.05 to $2,718.26. Furthermore, upon the first renewal period of the lease on December 2, 2028, the current rent will be adjusted to the market value at that time, as determined by a third-party appraisal firm that will be secured by the City. Recommended Action: A) Approve the Second Amendment with Los Angeles SMSA to Schedule of Leased Property for Fire Station No. 7; and, B) Authorize the Mayor and City Clerk to sign and execute the Second Amendment to Schedule of Leased Property for Fire Station No. 7. Alternative Action(s): Do not approve and authorize the execution of the Second Amendment. This will allow the current Agreement with Los Angeles SMSA to expire on December 1, 2028, as scheduled. Analysis: City of Huntington Beach Page 1 of 3 Printed on 1/10/2024 powere36 'LegistarTM File #: 23-1055 MEETING DATE: 1/16/2024 In 1998 the City of Huntington Beach and Los Angeles SMSA (Verizon) entered into a Master Communication Site Lease Agreement, which allowed for the construction, maintenance, and operation of wireless communication towers and antenna facilities on City-owned property. This agreement required that a separate schedule of lease property be drafted and executed for each individual wireless communication facility. Each schedule would operate individually for a term of 5 years, with 5 additional renewal periods of 5 years each. Specifically, the schedule of leased property for Fire Station No. 7 was executed between the parties in August 1998. Afterwards, the City and Los Angeles SMSA entered into a License Agreement, in which the City was granted a license to use, maintain, and repair a rotating electric-mechanical emergency siren on the lessee's tower. This license agreement will remain in effect for the lifetime of the lease agreement for Fire Station No. 7. In 2007, both parties entered into a Use Authorization and Consent Agreement, where the City recognized California Tower Inc. (American Tower Corporation) as a sub-lessee of the tower site. In • addition to recognizing the sublease and management of the Master Agreement by California Tower, this agreement secures increased monthly payments to the City by way of percentage shares of rent for the site's collocation tenants. In 2014, the parties entered into the First Amendment to Schedule of Lease Property for Fire Station No. 7, allowing for the installation of an onsite generator by the wireless provider. Currently, the agreement between the City and Los Angele SMSA is in its fourth renewal period. Under the existing terms, there is one more renewal period outstanding. This fifth and final renewal period is set to expire on December 1, 2028. The proposed Second Amendment to Schedule of Leased Property for Fire Station No. 7 will allow for the extension of the lease period and will modernize the rent payments to the City. The term extension would begin at the conclusion of the final renewal period (12/1/2028) and would extend the agreement based on mutual acceptance for 10 additional 5-year periods. Upon execution of this Amendment, monthly rent for the site will be increased from $2,064.05 to $2,718.26. At the conclusion of the fifth renewal period in 2028, the City will secure a third-party appraisal to determine the Fair Market Rent (FMR) for the site. As per the Amendment, the FMR will then become the updated monthly site rent. Each subsequent renewal period (5 years) will cause the monthly rents to increase by a rate of 15%. Environmental Status: This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Goal 2 - Fiscal Stability, Strategy A - Consider new revenue sources and opportunities to support the City's priority initiatives and projects. City of Huntington Beach Page 2 of 3 Printed on 1/10/2024 powere217E 1 LegistarM File #: 23-1055 MEETING DATE: 1/16/2024 Attachment(s): 1. Second Amendment to Schedule of Lease Property for Fire Station No. 7 2. PowerPoint presentation City of Huntington Beach Page 3 of 3 Printed on 1/10/2024 powerenIj LegistarM SECOND AMENDMENT TO SCHEDULE OF LEASED PROPERTY FOR FIRE STATION NO. 7 This Second Amendment to Schedule of Leased Property for Fire Station No. 7 ("Second Amendment") is made as of the date of the latter signature below ("Effective Date") by and between City of Huntington Beach, a municipal corporation ("Lessor"), and Los Angeles SMSA Limited Partnership, a California limited partnership, d/b/a Verizon Wireless ("Lessee"), with reference to the facts set forth in the Recitals below: RECITALS A. Lessor is the owner of that certain real property located at 3831 Warner Avenue, Huntington Beach, California(the "Lessor's Property"). B. Lessor and Lessee are parties to that certain Schedule of Leased Property for Fire Station No. 7 (the "Schedule"), pursuant to which Lessee leases from Lessor a portion (the "Premises")of Lessor's Property for the construction,installation,maintenance,improvement and operation of a communications facility. C. The Schedule is subject to the terms and conditions of the Master Communications Site Lease Agreement dated August 3, 1998 (the"Lease"), and the First Amendment to Schedule of Leased Property for Fire Station No. 7 dated April 28,2014(the"First Amendment")between the parties. D. Use of the Premises is further subject to that certain Use Authorization and Consent Agreement dated September 17, 2007 (the "Colocation Agreement") between the City and California Tower Inc. E. Lessee and/or its parent, affiliates, subsidiaries and other parties identified therein, entered into a sublease agreement with California Tower, Inc., a Delaware corporation and/or its parents, affiliates and subsidiaries ("American Tower"), pursuant to which American Tower subleases, manages, operates and maintains, as applicable, the Leased Premises, all as more particularly described therein; and F.Lessee has granted American Tower a limited power of attorney(the"POA")to,among other things,prepare,negotiate,execute, deliver,record and/or file certain documents on behalf of Lessee, all as more particularly set forth in the POA. G. Pursuant to this Second Amendment, Lessor and Lessee desire to amend the Schedule to update terms relating to rent payment and renewal options, as set forth below. AGREEMENT NOW, THEREFORE, in consideration of the facts contained in the Recitals above, the mutual covenants and conditions below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 22-11761/293979 1 ATC Site No:300705 PV Code 230/VzW Contract No:34461 Site Name: Bolsa Beach 1. Term. The term of the lease for the Schedule ("Term") shall be from the Effective Date through December 1, 2028. Thereafter, Lessee shall have the right to extend the Term of the Schedule for ten (10) additional terms ("Renewal Terms") of five (5) years each. Each Renewal Term shall be on the same terms and conditions set forth herein. The term of the Schedule shall automatically be extended for each successive Renewal Term, unless Lessee notifies Lessor, or Lessor notifies Lessee in writing of either parties' intention not to extend at least thirty (30) days prior to the expiration of the original Tenn or Renewal Term. 2. Rent. _., a):. Upon the Effective Date, Lessee shall pay Lessor, as rent, the sum of two... thousand seven hundred eighteen dollars and twenty-six cents ($2,718.26) per month ("Rent") for the duration of the Term.Rent shall be payable on the first day of each month, in advance,to Lessor at City of Huntington Beach, City Treasurer's Office,P.O Box 711,Huntington Beach, CA.92648. If the Effective Date is other than the first day of a calendar month,Lessee may pay on the first day of the Term, the prorated Rent for the remainder of the calendar month in which the Term commences.Thereafter,Lessee shall pay a full month's Rent on the first day of each calendar month, except that payment shall be prorated for the final fractional month,or if the Schedule is terminated, before the expiration of any month for which Rent should have been paid. b) For the First Renewal Term commencing December 2,2028,Lessee shall pay Rent,increased to reflect the then-current appraised value of the Schedule.Lessor shall retain a third- party appraiser to determine such value. c) Upon the commencement of December 2,2023 and any subsequent Renewal Term,Lessee shall pay the then-current Rent, increased by fifteen percent(15%)from the previous Renewal Term. 3. Notices. The Parties acknowledge and agree that Section 11.02 of the Lease is hereby deleted in its entirety and is of no further force and effect. From and after the Effective Date the notice address and requirements of the Lease, as modified by this Amendment, shall be controlled by this Section of this Amendment. All notices must be in writing and shall be valid upon receipt when delivered by hand, by nationally recognized courier service, or by First Class United States Mail, certified, return receipt requested to the addresses set forth herein: to Lessor at: City of Huntington Beach, Attn.: Real Estate Management, 2000 Main ST Huntington Beach CA, 92648; with a copy to: City of Huntington Beach, Attn.: City Manager's Office, 2000 Main ST Huntington Beach CA, 92648; with an additional copy to: City of Huntington Beach, Attn.: City Attorney's Office, 2000 Main ST Huntington Beach CA, 92648 ; to Lessee at: Verizon Wireless,Attn.:Network Real Estate, 180 Washington Valley Road,Bedminster,NJ 07921;with copy to: American Tower, Attn.: Land Management, 10 Presidential Way, Woburn, MA 01801; and also with copy to: Attn.: Legal Dept. 116 Huntington Avenue, Boston, MA 02116. Any of the Parties, by thirty (30) days prior written notice to the others in the manner provided herein, may designate one or more different notice addresses from those set forth above. Refusal to accept delivery of any notice or the inability to deliver any notice because of a changed address for which no notice was given as required herein, shall be deemed to be receipt of any such notice. 22-11761/293979 2 ATC Site No:300705 PV Code 230/VzW Contract No:34461 Site Name: Bolsa Beach 4. Continued Effect. Except as specifically modified or supplemented by this Second Amendment, all of the terms and conditions of the First Amendment, Schedule, and Lease, shall remain in full force and effect. In the event of a conflict between any term and provision of the Lease, Schedule,First Amendment,and this Second Amendment,the terms and provisions of this Second Amendment shall control with respect to the subject matter herein, followed, in order of precedence,by the First Amendment, Schedule,and Lease. In addition,except as otherwise stated in this Second Amendment, all initially capitalized terms will have the same respective defined meaning stated in the Schedule. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Second Amendment. 5. 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 each agreement referenced in the Recitals above. Except as modified herein, all of the terms and conditions of each agreement is incorporated by reference herein as if set forth at length. It is acknowledged and agreed that the execution of this Second Amendment by Lessor and Lessee is not intended to and shall not constitute a release of Lessor and/or Lessee from any and all obligations, limitations, or liabilities which they have to each other under and pursuant to the terms of the First Amendment, Colocation Agreement, Schedule, or Lease, and Lessor and Lessee are not released from any such obligations, limitations, or liabilities. [SIGNATURES ON IMMEDIATELY FOLLOWING PAGE] 22-11761/293979 3 ATC Site No:300705 PV Code 230/VzW Contract No:34461 Site Name: Bolsa Beach IN WITNESS WHEREOF, Lessor and Lessee have caused this Second Amendment to be executed by each party's duly authorized representative effective as of the date of full execution below. LESSOR: City of Huntington Beach, a municipal corporation By: 443CV/V9-elee'elAi— Name: Gracey Van Der Mark Title: Mayor Date: •t ATTEST: f City Nerk APPROVED F RM: rty orney SSEE: Los Angeles SMSA Limited Partnership, d/b/a Verizon Wireless By: California Tower, Inc.,a Delaware corporation Title: Attorney-in-Fact By: Name: Carol Maxime Title: Senior Cou sel US Tower Date: 11 f3C/ZZ3 22-11761/293979 4 ATC Site No:300705 PV Code 230/VzW Contract No:34461 Site Name: Bolsa Beach e CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) ACORL7 06n0n023 THiS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. ,,, IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If b+ SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). c PRODUCER CONTACT NAME: AOn Risk Services Northeast, Inc. PHONE FAX i New York NY Office (NC.No.Eel): (866) 283-7122 (NR No.): (800) 363-0105 v One Liberty Plaza E-MAIL p 165 Broadway, suite 3201 ADDRESS: , x New York NY 10006 USA INSURER(S)AFFORDING COVERAGE NAIC N INSURED INSURER A: Liberty Mutual Fire Ins Co 23035 Verizon Wireless its Subsidiaries INSURERS: LM Insurance Corporation 33600 and Affiliated companies one Verizon Way INSURERC: Liberty Insurance Corporation 42404 Basking Ridge N7 07920-1097 USA IMSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570100161422 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADM SURFS POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MWDD f(MM/DD/YYYV) LIMITS A X COMMERCIAL GENERAL LIABILITY T02691550588143 06/30/202 06/30/2024 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) S2,000,000 MED EXP(Any one person) $10,000 PERSONALS ADV INJURY S2,000,000 gj GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S2,000,000 m X IPOLICY [ ]PEa n LOC PRODUCTS-COMP/OP AGG $2,000,000 E, OTHER: E, N- A AUTOMOBILE LIABILITY AS2-691-550588-123 06/30/2023 06/30/2024 COMBINEDSINGLELIMIT $1,000,000 AOS (Ea accident) „ A X ANYAUTO AS2-691-550588-133 06/30/2023 06/30/2024 BODILY INJURY(Per person) 0 _ Z OWNED SCHEDULED NH - Primary BODILY INJURY(Per accident) d.. A AUTOS AUTOS ONLY TL2-691-550588-183 06/30/2023 06/30/2024 PROPERTY DAMAGE v HIREDAIJTOS NON-OWNED ONLY AUTOS ONLY NH - Excess (Per accident)_ r UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED 'RETENTION B WORKERS COMPENSATION AND WA5690550588093 06/30/2023 06/30/2024 x PER STATUTE OTH- EMPLOYERS'LIABILITY Y!N ADS ER S ANY PROPRIETOR I PARTNER/EXECUTIVE I�I E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? I I N/A wC5691550588083 06/30/2023 06/30/2024 (Mandatory in NH) WI, MN EL,DISEASE-EA EMPLOYEE S1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S1,000,000— 111111 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) The above-referenced General Liability policy shall cover the tort liability of The City of Huntington Beach assumed under the underlying agreement between parties for which the certificate has been issued. RE: Bolsa Beach, contract No. 34461, MOO Code: 5000375086. The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are included as Additional Insured with respect to the General Liability and Automobile Liaaoj1 �lj yy,,�qpp7���,,c �cTohpdnral Liability :- policy shall apply as Primary Insurance & Non-contributory to each Additional insured firCe `r1LFe►i'rta` - Ci;H By:MICH CERTIFICATE HOLDER CANCELLATION CITY EL E.GATES ATTORNEYCITY��T`pr.T/��,1 C�/.0 SHOULD ANY OF THE ABOVIiM6APIEDHPOLY018b�`S@`CAL DCP/AFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. r=� The City of Huntington Beach AUTHORIZED REPRESENTATIVE T3 2000 Main Street 300 .( Huntington Beach CA 92648 USA iQ r �� r��^ �ldrfGpeCJ� c/,/f/ 1mi ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000027366 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services Northeast, Inc. Verizon wireless its subsidiaries POLICY NUMBER see certificate Number: 570100161422 CARRIER NAIC CODE See Certificate Number: 570100161422 EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. INSRPOLICY POLICY ADDL SUBR POLICYNU,MBEA LIAi1TS LIR TYPE OF INSURANCE INS)) 1VVD EFFECTIVE EXPIRATION DATE DATE (MM/DD/YYYY) (MMDD/YTI'Y) WORKERS COMPENSATION C N/A WA769D550588073 06/30/2023 06/30/2024 MA ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: TB2-691-550588-143 COMMERCIAL GENERAL LIABILITY CG 20 101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations City of Huntington Beach, its officers, elected or Per the contract appointed officials, employees, agents and volunteers. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or equipment 1. Your acts or omissions; or furnished in connection with such work, on the 2. The acts or omissions of those acting on your project (other than service, maintenance or behalf; repairs) to be performed by or on behalf of the in the performance of your ongoing operations for additional insured(s) at the location of the the additional insured(s) at the location(s) covered operations has been completed; or designated above. 2. That portion of "your work" out of which the However: injury or damage arises has been put to its intended use by any person or organization 1. The insurance afforded to such additional other than another contractor or subcontractor insured only applies to the extent permitted by engaged in performing operations for a principal law; and as a part of the same project. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 • Policy Number TB2-691-550588-143 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations The City of Huntington Beach, its officers, elected or Per the contract appointed officials, employees, agents and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III- Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable limits of 1. The insurance afforded to such additional insurance; insured only applies to the extent permitted by whichever is less. law; and This endorsement shall not increase the 2. If coverage provided to the additional insured is applicable limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 Policy Number TB2-691-550588-143 COMMERCIAL GENERAL LIABILITY CG20011219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 Policy Number TB2-691-550588-143 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION AND NON-RENEWAL This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART GARAGE COVERAGE PART LIQUOR LIABILITY COVERAGE PART MOTOR TRUCK CARGO COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRINTERS LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY—NEW YORK WAREHOUSEMAN'S LEGAL LIABILITY COVERAGE PART We will not cancel or non-renew this policy or make changes that reduce the insurance afforded by this policy until written notice of cancellation, non-renewal or reduction has been mailed or delivered to those scheduled below at least a) 10 days before the effective date of cancellation, if we cancel for non-payment of premium; or b) days before the effective date of the cancellation, non-renewal or reduction if we 30 cancel or reduce the insurance afforded by this policy for any other reason. NAME ADDRESS Per schedule on file with the Company Per schedule on file with the Company LIM 02 01 1211 ©2011, Liberty Mutual Group. All rights reserved. Page 1 of 1 • • • • • NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy'for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below by email as soon as practical after notifying,the first Named Insured. • B. This advance email notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy, • Schedule • Name of Other Person(s)!Organization(s): Email Address: Per Schedule on file with . Verizon:Communications, Inc. • • • • • • All other terms and conditions of this policy remain unchanged. Issued by LM Insurance Corporation 27243 For attachment to Policy No.WA5-69D-550588-093 Effective Date Premium$ Issued to Verizon Communications Inc. Endorsement No. • • WC 99 20 74 ©2016 Liberty Mutual Insurance Page 1 of 1 Ed.12/01/2016 CITY OF HUNTINGTON BEACH Public Works Department Chau Vu -.... ,d Director of Public Works Karla Disla American Tower Corp 10 Presidential Way Woburn MA, 01801 Re:ATC Site No. 300705,Second Amendment Please find the enclosed fully executed Second Amendment to Schedule of Lease Property for Fire Station No.7.The Effective Date of this agreement is January 23, 2024.The new rent amount due,$2,718.26 begins as of this date. Please let me know if there are any questions. Bill Krill Real Estate and Project Manager City of Huntington Beach 714-374-1713 William.krill@surfcity-hb.org 2000 Main Street, California 92648• Phone 714-536-5431 • www.huntingtonbeachca.gov .....,„,.. 4,,...,„„,„. iicv# \iWIIING . \\ „, ., 4/ .,, •.•••• ®R P 0 RAT .% AO It � - Second Amendment to ....._ fi%!r,pr7, e .,,,,. ,- (,, ,, '`` Schedule of Leased 6,,.. ,,,, s„ —.44\..,,....,,z,--_______ _ A, .. • --_— ---- • %— - _ _ _______;__ Property Fire Station No. 7 --- II ` ' , ' • ' -:, -_4 . .4_,. .// )_/1.;,- : :%4444 „*."747014: ill • tolot7P r - eSi • ie eN7s7 0 .• Ft4. • • ••••�7, 190�.P•••. \< ,'‘610 0 £OUNTN ,,1. 276 Statement of The City Council is asked to approve and authorize the Mayor and City Clerk to execute the Second Amendment with Los Angeles SMSA to the Schedule of Leased Property for Fire Station No. 7. 77N41, at 277 Background • 1998 Master Communication Site Lease Agreement executed between the City of Huntington Beach and Los Angeles SMSA. Schedule of Leased Property executed for Warner Fire Station tower site. • 1998 License Agreement for City installation of emergency siren on tower executed. • 2007 Use Authorization and Consent Agreement executed. Recognized California Tower as sub-lessee and site manager �,,"4''"---._ for Los Angeles SMSA. rrr�,��NTpNGr°*` • 2014 First Amendment to Schedule of Leased Property ` = executed. Allowed for installation of on-site generator. w••••,FFB. \ �j •.. ...T999 COUNTN C��r r 278 Facts • Current agreement will expire in 2028 • Current rent is below market rates • Second Amendment will: • Extend lease term • Modernize rent rate • Not limit City's ownership rights in any way t" to"—, ` •••RPORq•�� ` •• f 1, V.•' ,2, •. FFB. `,_tea°:.• `� � G�••• . 279 JPg..:1 ci) cco __■ 0 M (In ■40 ' ',' r. `fir+' ;P"'' 11..,y ;° ,, 4, - ' � P 4 4 3 fy4..e�,f .4 z � .�'p a ';`S �'° a� A,g • . (i 144 I7 Ra o. $,. z 0::, =tt t ,,--'" ' i j t i, rg ,.^,,414. t l 4za i .. .�. 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CITY COUNCIL ACTION MEETING DATE: 4/21/2014 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Kellee Fritzal, Deputy Director of Business Development SUBJECT: Approve First Amendment to Schedule of Leased Property for Fire Station No. 7 between the City of Huntington Beach and Verizon Wireless to allow the installation of a back-up generator for a communication facility at the Warner Fire Station Statement of Issue: Transmitted for City Council consideration is the First Amendment to Schedule of Leased Property for Fire Station No. 7 between the City of Huntington Beach (Lessor) and Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless (Lessee), to allow the installation of an aboveground emergency back-up power generator for a communication facility at the Warner Fire Station. Financial Impact: None. Recommended Action: Approve and authorize the Mayor and City Clerk to execute the First Amendment to Schedule of Leased Property for Fire Station No. 7 between the City of Huntington Beach and Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless. Alternative Action(s): Do not approve the contact and direct staff accordingly. Analysis: On August 3, 1998, Los Angeles SMSA Limited Partnership, a California limited partnership, dba Verizon Wireless (Verizon Wireless), entered into a Lease Agreement with the City of Huntington Beach for the construction, installation, maintenance, improvement and operation of a communications facility on City owned property located at 3831 Warner Avenue, Huntington Beach, California (Warner Fire Station). Pursuant to Section 2.04 of the Lease Agreement, Verizon Wireless maintains the right to install, at the Lessee's expense, an aboveground emergency back-up generator for its communications facility. Verizon Wireless has requested the City's consent to install a generator at the Warner Fire Station Facility. The Lease Amendment memorializes the City's consent to allow the installation of a generator at a specified location. Verizon Wireless shall be responsible for processing any and all permits necessary to allow the installation of the proposed generator. Approval of this Lease Amendment does not guarantee such permit approvals. Staff recommends approval of the Lease. Amendment. >.,: a -201- Item 7. - 1 Dept. ID ED 14-11 Page 2 of 2 Meeting Date: 4/21/2014 Environmental Status: Not Applicable. Strategic Plan Goal: Improve the City's infrastructure Attachment(s): 1. Aboveground Generator Location Map 2. First Amendment to Schedule of Leased Property for Fire Station No. 7 Item 7. - 2 HB -202- i tHMENT #1 NOTES: D PROPMED LESSEE VERIZON WIRELESS 30KW GENERATOR WITH 150 GALLON DIESEL FUEL TANK. TOTAL ADDITIONAL GROUND SPACE INCLUDING PAD AND BOLLARDS 15 q'-S' X 10'-6' (100 W. FT.). PROPOSED LE55EE (6) BOLLARDS, 4--0' O.C. (MIN.). EXISTING TREE TO BE REMOVED AND REPLACED WITH PROPOSED 20' TALL PALM TREE IN NEW LOCATION, PROPOSED LOCATION OF 20' TALL PALM TREE, IZ5 PROPOSED LESSEE SLIDING C44AIN LINK FENCE DOUBLE GATES (8'-0' WIDE) WITH PRIVACY SLATS. W') lCy EXI" ffo Ill �li I 4t�� (11; 1791SH14i i.,VTNT15 lf-%;AIFT) INSIOr 12) c!' WIP.� ♦4 14) - - I \\ V0, 06) "-I!iTIWi (104(rqAF, 0d) FANFI. ANIF.3V..i Al rqt --- — — — — — — - NOTE: REMOVE AND RELOCATE IRRIGATION AS REQUIRED '�o V ARCHITECTS - INC. 26170 ENTERPRISE WAY #600 LAKE FOREST, CALIFORNIA 92630 OFFIce: (OAR) 716-9940 Faxt (9411) 217-4768 SITE: BOLSA BEACH - SITE ADDRESS: 3831 WARNER AVENUE HUNTINGTON BEACH CA 92649 DATE: PLAN: SITE PLAN SITE ACQUISITION SPECIALIST: MILESTONE WIRELESS STEVE RAKHSHANJ (714) 606-7625 PAGES: PAGE 1 OF I REV: I LEASE EXHIBIT 1-1B -2031- Item 7. - 31 e �� s°: �. _.� FIRST AMENDMENT TO SCHEDULE OF LEASED PROPERTY FOR FIRE STATION NO.7 This First Amendment to Schedule of Leased Property for Fire Station No. 7 ("First Amendment") is made as of the date of the latter signature below by and between City of Huntington Beach, a municipal corporation ("Lessor"), and Los Angeles SMSA Limited Partnership, a California limited partnership, d/b/a Verizon Wireless ("Lessee"), with reference to the facts set forth in the Recitals below: RECITALS A. Lessor is the owner of that certain real property located at 3831 Warner Avenue, Huntington Beach, California (the "Lessor's Property"). B. Lessor and Lessee are parties to that certain Schedule of Leased Property for Fire Station No. 7 (the "Schedule"), pursuant to which Lessee leases from Lessor a portion (the "Premises") of Lessor's Property for the construction, installation, maintenance, improvement and operation of a communications facility. C. The Schedule is subject to the terms and conditions of the Master Communications Site Lease Agreement dated August 3, 1998 (the "Lease") between the parties. D. Pursuant to this First Amendment, Lessor and Lessee desire to amend the Schedule to memorialize the location of a permanent generator within the Premises, as set forth below. AGREEMENT NOW, THEREFORE, in consideration of the facts contained in the Recitals above, the mutual covenants and conditions below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Premises. The Premises shall hereafter include a parcel of ground space measuring approximately nine feet five inches (9'5") by ten feet six inches (10'6") for Lessee's generator pad, together with utilities connecting the generator and Lessee's existing equipment, all as more particularly depicted in Supplemental Exhibit `B" attached hereto. Supplemental Exhibit `B" shall supplement Exhibit "B" to the Schedule. 2. Lessor Consent. Lessor hereby consents to the alterations, additions and improvements (collectively, the "Improvements") to the Property that are described and depicted on Supplemental Exhibit `B." Lessor approves the use of diesel fuel by Lessee in commercially reasonable amounts to enable the operation of Lessee's generator, which is a part of the Improvements. 3. Landscaping. Lessor and Lessee acknowledge and agree that Lessee shall have the right to remove one (1) existing palm tree and install one (1) new palm tree (the "Landscaping") at the Property as set forth on Supplemental Exhibit `B". Once installed by Lessee in a good and workmanlike manner, the Landscaping shall become the property of Lessor. Lessor shall be 13-3961/102586 1 responsible, at its sole cost and expense, for watering and maintaining the Landscaping for the term of the Agreement, as the same may be extended or renewed. Notwithstanding the foregoing, if Lessor fails to water or maintain the Landscaping as may be required within ten (10) days after Lessee's notice, Lessee shall have the right but not the obligation to perform any such watering or maintenance, and the cost thereof shall be payable to Lessee by Lessor on demand. If Lessor does not make payment to Lessee within thirty (30) days after such demand, Lessee shall have the right to deduct the reasonable costs of the maintenance and replacement to the succeeding monthly rental amounts normally due from Lessee to Lessor under the Agreement. 4. Continued Effect. Except as specifically modified by this First Amendment, all of the terms and conditions of the Schedule shall remain in full force and effect. In the event of a conflict between any term and provision of the Schedule and this First Amendment, the terms and provisions of this First Amendment shall control with respect to the subject matter herein. In addition, except as otherwise stated in this First Amendment, all initially capitalized terms will have the same respective defined meaning stated in the Schedule. All captions are for reference purposes only and shall not be used in the construction or interpretation of this First Amendment. 5. 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 above referenced Schedule. Except as modified herein, all of the terms and conditions of the Schedule are incorporated by reference herein as if set forth at length. It is acknowledged and agreed that the execution of this First Amendment by Lessor and Lessee is not intended to and shall not constitute a release of 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 Schedule, and Lessor and Lessee are not released from any such liabilities or obligations. [SIGNATURES ON IMMEDIATELY FOLLOWING PAGE] 13-3961/102586 2 IN WITNESS WHEREOF, Lessor and Lessee have caused this First Amendment to be executed by each party's duly authorized representative effective as of the date of full execution below. LESSOR: City. of Huntington Beach, a municipal corporation By: KUMVX� Name: Matthew M Ha per Title: Mayor Date: April 219, 2014 ATTEST: APMOVED AS TO FORM: ity Attorney LESSEE: Los Angeles SMSA Limited Partnership, d/b/a V erizon Wireless By: AirTouch Cellular Its: General Partner By: 9 Name: Brian Mecum Title: Area Vice President Network Date: "Z — 1—/:� 13-3961/102586 SUPPLEMENTAL EXHIBIT "B" See attached. 13-3961/102586 NOTES: OI PROPOSED LESSEE VERIZON WIRELESS 30KW GENERATOR WITH 150 GALLON 2 DIESEL FUEL TANK. TOTAL ADDITIONAL GROUND SPACE INCLUDING PAD AND BOLLARDS IS 9'-5' X 10'-6' (100 50. FT.). O PROPOSED LESSEE (5) BOLLARDS 4'-0' O.C. (MIN.). O3 EXISTING TREE TO BE REMOVED AND REPLACED WITH £ 1 PROPOSED 20' TALL PALM TREE IN NEW LOCATION. 4 Oq PROPOSED LOCATION OF 20' TALL PALM TREE. £ r L O5 PROPOSED LESSEE SLIDING CHAIN LINK FENCE DOUBLE 3 ` i " GATES (8'-0' WIDE) WIT14 PRIVACY SLATS. . 1 � l r \ \ \ € r ; ' ° �^? .. did' ^': . , v °� '�; � • >v,� r, .� a� ? } ,.,ai:^££fie f \ X, NOTE: REMOVE AND RELOCATE IRRIGATION AS REQUIRED ARCHITECTS - INC. 26170 ENTERPRISE WAY #600 LAKE FOREST, CALIFORNIA 92630 OFFia= (949) 716-9940 Fox; (949) 297-4768 i WARNER AVENUE SITE: BOLSA BEACH PLAN: SITE PLAN SITE ADDRESS: SITE ACQUISITION SPECIALIST: 3831 WARNER AVENUE MILESTONE WIRELESS — STEVE RAKHSHANI HUNTINGTON BEACH CA 92649 (714) 606-7625 DATE: SCALE: PAGES: REV: 07-24-13 1" = 90' PAGE 1 OF 1 1 LEASE EXHIBIT City ®f Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 (714) 536-5227 e www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk May 7, 2014 Milestone Wireless Attn: Steven Rakhshani 8941 Atlanta Avenue, #504 Huntington Beach, CA 92646 Dear Mr. Rakhshani: Enclosed for your records is a duplicate original of the "First Amendment to Schedule of Leased Property for Fire Station No. 7." Sincerely, JF:pe Enclosure Sister Cities: Anjo, Japan ® Waitakere, New Zealand March 10, 2004 City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92647 Crry O HUNTIHGTOfd BEACH, CA., 1004 MAR t b P 5: 4 8;� RE: Verizon Wireless Cellular Site: Bolsa Beach Dear Sir or Madam: VerlZnwireiess Verizon Wireless 15505 Sand Canyon Avenue Building D1 Irvine, CA 92618-3114 Phone 949 286-7000 Verizon Wireless and its authorized contractors will be enhancing the above referenced cellular site. This site enhancement will consist of exchanging, modifying or adding antennas (aesthetically similar); any required electronic components and, if required, associated antenna cabling. In accordance with your Lease Agreement, Paragraph #1.03, " ...Lessee agrees that any additions or new construction to the Premises previously permitted must be re -reviewed and approved by Lessor prior to the addition or construction taking place. (b) Lessee has the right to construct, maintain and operate on the Premises radio communications facilities". Attached is a copy of the Verizon Wireless proposed enhancement for the site. . Upon review, please provide to Verizon Wireless, consent to perform the work by signing the Acknowledgment below and returning this letter in the enclosed envelope, no later than Wednesday, March 24, 2004. A lack of response by this date will constitute the necessary approval needed to commence our site enhancements. ' If you have any questions, please do not hesitate to contact me at 949-286-8674. Sincerely, U V-4 - Cheri Schmelzer Consulting Property Specialist ACKNOWLEDGMENT: The City of Huntington Beach hereby grants consent, per Paragraph #1.03 of the Lease Agreement, dated August 3, 1998 to exchange, modify or add antennas, cabling and any required electronic components at the above referenced cellular site location. Authorized Signature Date f ,S ... ac-� H:\EV-DO Letters\I.A Sites\Sent Letters\Mar10\Bolsa Beach.doc (%/! e • rn N rn Dual -band A -Panel 824-960 1710-2170 Dual Polarization 0 0 Half -power Beam Width Adjust. Electr. Downtilt set by hand or by optional RCU (Remote Control Unit) XXPol A -Panel 824-960/1710-2170 65°/65° 14/17dB1 0°-14°/0° 8°T HUTHREin Antennen - Electronic Type No. ... ........ .._. 742 264 Frequency range 824-960 824-894 MHz 870-960 MHz 1710-2170 1710-1880 MHz 1850-1990 MHz 1920-2170 MHz Polarization +45°, -45° +45°, -45° +45°, -45° +45°, -45° +45°, -45° Gain 2 x 14 dBi 2 x 14 dBi 2 x 16.5 dBi 2 x 16.8 dBi 2 x 17 dBi Half -power beam width Copolar +45°/-45° Horizontal: 68° Vertical: 16° Horizontal: 65° Vertical: 14.5° Horizontal: 65° Vertical: 7.8° Horizontal: 65° Vertical: 7.3° Horizontal: 63° Vertical: 6.8° Electrical tilt continuously adjustable 0°-14' 0°-14` 0"-6° 0°-8° 0°-8° Sidelobe suppression for first sidelobe above horizon 0° ... 7° ... 14° T 14... 14 ... 13 dB 0° ... 7° ... 14° T 14 ... 14 ... 13 dB 0° ... 4° ... 8" T 14 ... 14 ... 14 dB 0° ... 4° ... 8° T 16 ... 16 ... 15 dB 0° ... 4" ... 8° T ? 5^ 16- 15-dB- Front-to-back ratio, copolar > 26 d6 > 26 d6 > 25 dB > 25 dB > 25 dB Cross polar ratio Maindirection 0° Sector t60° Typically: 20 dB > 10 dB Typically: 20 dB > 10 dB Typically: 16 dB > 10 dB Typically: 18 dB > 10 dB Typically: 20 dB > 10 d6 Isolation: Intrasystem > 30 dB > 30 dB > 30 dB > 30 d6 > 30 dB Isolation: Intersystem > 50 dB (824-960 // 1710-2170 MHz) Impedance 50 n 50 n 50 f1 50 n 50 f2 VSWR <1.5 <1.5 <1.5 1 <1.5 <1.5 Intermodulation IM3 (2 x 43 dBm carrier) <-150 dBc <-150 dBc Max. power per input 250 W 200 W (at 50 °C ambient temperature) 824-960 +45°/-45° Polarization Horizontal Pattern Horizontal Pattern Vertical Pattern 0°-14° electrical downtilt i°/-45° Polarization Vertical Pattern 0°-8" electrical downtilt 10-2170 824-960 824-960 1710-2170 -45° E 45° -I r 7-16 7-16 1 7-16 1 7-16 Mechanical specifications... - Input 4 x 7-16 female Connector position Bottom Adjustment mechanism 2x, Position bottom continuously adjustable Weight 16.5 kg Wind load Frontal: 230 N (at 150 km/h) Lateral: 180 N (at 150 km/h) Rearside: 430 N (at 150 km/h) Max. wind velocity 200 km/h Packing size 1615 x 302 x 192 mm Height/width/depth 1316 / 262 / 139 mm Internet: http://www.kathrein.de • page 1 of 4 742 264 KATHREIN-Werke KG • Anton-Kathrein-StrafSe 1 - 3 - PO Box 10 04 44 - D-83004 Rosenheim Germany • Telephone +49 8031 1 84-0 - Fax +49 8031 1 84-9 73 / ao466e-i ,reed �9 77�- Fi�Pt 1qITY OF HUNTINGTON BEACIR MEETING DATE: August 3, 1998 Council/Agency Meeting Held: 99 Oe° DEPARTMENT ID NUMBER: -015 F XX /- 600.ia Deff rred/Continued to: 'Approved ❑ Conditionally Approved ❑ Denied j)6aj1iy Tity Clerk's Signature. Council Meeting Date: August 3, 1998 Department ID Number:') FD 98-015 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator PREPARED BY: MICHAEL P. DOLDER, Acting Assistant City Administrator/Fire Chief SUBJECT: MASTER AND SITE LICENSE AGREEMENTS BETWEEN CITY O HUNTINGTON BEACH AND LOS ANGELES SMSA LIMITED PARTNERSHIP (d.b.a. "AirTouch Cellular") FOR INSTALLATION OF TELECOMMUNICATIONS FACILITIES ON PUBLIC PROPERTY Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Should Council approve and authorize the Mayor and City Clerk to execute a Master Communications Site Lease Agreement for telecommunications facilities between the City of Huntington Beach and Los Angeles SMSA Limited Partnership (doing business as "Air Touch Cellular") for the installation and maintenance of telecommunications facilities on City -owned property. Second, should Council approve and authorize the Mayor and City Clerk to execute a Schedule of Lease, Memorandum of Lease and Site License Agreement for the installation and maintenance of telecommunications facilities at Fire Station 7 — Warner. Funding Source: Under the lease terms, Los Angeles SMSA Limited Partnership assumes all responsibility for any costs associated with the installation, maintenance, and liability of their telecommunications facilities. Each site leased on City property would generate $15,000 a year in revenue to the city. RCA 98015 .2- 07/27/98 12:07 PM REQUEST FOR COUNCIL ACT119N MEETING DATE: August 3, 1998 DEPARTMENT ID NUMBER: FD 98-015 Recommended Action: By Motion: 1. Approve and authorize the Mayor and City Clerk to execute a Master Communications Site Lease Agreement between the City of Huntington Beach and Los Angeles SMSA Limited Partnership ("Air Touch Cellular") allowing the installation of wireless telecommunications facilities on public property. 2. Approve and authorize the Mayor and City Clerk to execute a Schedule of Lease and Memorandum of Lease for Fire Station 7 — Warner. 3. Approve and authorize the Mayor and City Clerk to execute the Site License Agreement for Fire Station 7 — Warner, permitting the installation of the City's emergency siren on Air Touch's antenna facilities. 4. Delegate to the City Administrator or the Assistant City Administrator authority to approve and execute any other agreements or documents necessary to implement this Master Lease Agreement, Schedule of Lease, Memorandum of Lease for Fire Station 7 — Warner and the Site License Agreement for Fire Station 7 — Warner, upon City Attorney approval as to form of said agreements or documents and attestation by the City Clerk. Alternative Action(s): 1) Do not approve the Master Lease Agreement or any of the subsequent agreements. 2) Direct staff to revise the lease agreements and reconsider at a future date. Analysis: Wireless telecommunications vendors have contacted the City to install communications facilities at various locations throughout the city in order to complete either countywide or statewide wireless networks. Under the direction of the Fire Chief, the City's Wireless Committee designed the Master Communications Site Lease Agreement, to serve as the basis for discussing and processing all wireless applications. Such an agreement has already been entered into with Pacific Bell Mobile Services. The Master Site Lease Agreement requires that all conditions, development approvals, and building permits are completed or issued prior to site development. Future lease sites for the same vendor can be added through the attachment of a Schedule of Leased Property, which would include the appropriate site descriptions and development conditions. Los Angeles SMSA Limited Partnership ("Air Touch Cellular") is seeking a similar Master Lease Agreement, and is proposing its first cellular communications facility on City property to be at Fire Station 7 — Warner. In order to accomplish this, the Council needs to approve a Master Lease, an individual lease for Fire Station 7 - Warner, and finally a license agreement which allows the City siren to be installed on Air Touch's antenna monopole at Fire Station 7 - Warner. A specific site plan has already been reviewed and approved by the planning director for the Warner Station .site. This proposal removes the existing emergency siren monopole and replaces it with a new monopole that will accommodate both Air Touch's antennas and a new emergency warning siren for the City. The cost of the new siren and the RCA 98015 -3- 07/29/98 1:49 PM RQUEST FOR COUNCIL ACTR MEETING DATE: August 3, 1998 DEPARTMENT ID NUMBER: FD 98-015 installation will be paid for by Air Touch and ownership of the siren equipment will be turned over to the City upon field-testing to ensure operability. Environmental Status: None. Attachment(s): 1. Master Communications Site Lease Agreement Between City of Huntington Beach and Los Angeles SMSA Limited Partnership (Air Touch Cellular) 2. Schedule of Leased Property for Fire Station 7 and Memorandum of Lease 3. Site License Agreement for Fire Station 7 — Warner 4. 1 Required Certificates of Insurance RCA Author: Keith, ext. 5235 RCA 98015 -4- 07/27/98 1:31 PM • • ATTACHMENT 1 MOT MASTER COMMUNICATIONS SITE LEASE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LOS ANGELES SMSA LIMITED PARTNERSHIP THIS MASTER COMMUNICATIONS SITE LEASE AGREEMENT ("Lease") is entered into this.3W of AX &67- 199_, by and between LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP ("Lessee") and THE CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor"). The parties hereto agree as follows: ARTICLE 1 - TERM OF LEASE Section 1.01 Premises Lessor owns the real property described in a) each Schedule ("Schedule") executed hereunder by the parties and b) Exhibit "A" attached hereto or referenced in each such Schedule. Subject to the following terms and conditions, Lessor leases to Lessee that portion of Lessor's Property ("Lessor's Property") depicted in Exhibit `B" of each Schedule (the "Premises"). Each Schedule executed hereunder shall be substantially in the form of Attachment 1. Section 1.02 Use The Premises may be used by Lessee for provision of telecommunications services (cellular services), including the transmission and the reception of radio communication signals on various frequencies and the construction, maintenance and operation of related communications facilities. Section 1.03 Condition Precedent The installation, operation and maintenance of communications facilities on the Premises is subject to all ordinances and regulations of general application now in effect or subsequently enacted including, but not limited to those concerning encroachment permits, business licenses, zoning and building. This lease is contingent upon Lessee or Lessee's assign obtaining all governmental permits and approvals enabling Lessee, or its assigns, to construct and operate mobile/wireless communications facilities on the Premises. Lessee agrees that any additions or new construction to the Premises previously permitted must be re -reviewed and approved by Lessor prior to the addition or construction taking place. S F/s: PCD: Agree: Mstrcomm RLS 97-997 7/28/98 - #2 • • Section 1.04 Term The term of the Lease for the Premises ("Term") shall be for five (5) years commencing with the issuance of a local building permit allowing Lessee to construct its cellular communications facilities on the Premises, or upon the Commencement Date as set forth in each Schedule, whichever is earlier. Unless otherwise agreed to in the applicable Schedule, Lessee shall have the right to extend the Term of the Lease for the Premises for five (5) additional terms ("Renewal Term") of five (5) years each. Each Renewal Term shall be on the same terms and conditions set forth herein. The term of the Lease shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor or Lessor notifies Lessee in writing of either party's intention not to extend at least thirty (30) days prior to the expiration of the original Term or Renewal Term. Section 1.05 Rent/Consideration (a) Upon the Commencement Date, Lessee shall pay Lessor, as rent, the sum of one thousand two hundred and fifty dollars ($1,250) per month ("Rent") for each individual Schedule. Rent shall be payable on the first day of each month, in advance, to Lessor at City of Huntington Beach, Accounts Receivable, 2000 Main Street, Huntington Beach, CA 92648. If the Commencement Date is other than the first day of a calendar month, Lessee may pay on the first day of the Term, the prorated Rent for the remainder of the calendar month in which the Term commences. Thereafter, Lessee shall pay a full month's Rent on the first day of each calendar month, except that payment shall be prorated for the final fractional month, or if a Schedule is terminated, before the expiration of any month for which Rent should have been paid. (b) For any Renewal Term, Lessee shall pay the then current Rent, increased by any percentage increase which occurred in the Consumer Price Index (All Items, Base 1982-84 = 100)-as published by the United States Department of Labor Bureau of Labor Statistics, for All Consumers for the Los Angeles, Anaheim, Riverside Metropolitan Statistical Area during the preceding five (5) year period. Such increase shall not exceed twenty-five percent (25%) of the Rent during any Renewal Term. ARTICLE 2 - TAXES AND UTILITIES Section 2.01 Personal Property Tax Lessee shall pay before they become delinquent all tax assessments or other charges levied or imposed by any government entity on Lessee's Facilities. If such taxes are not assessed separately to Lessee, Lessor shall provide Lessee with evidence, reasonably acceptable to Lessee, of such tax assessment and the amount due. 2 SF/s:PCD: Agree: Mstrcomm RLS 97-997 7/28/98 - #2 Section 2.02 Real Property Taxes Lessee shall reimburse Lessor for that portion of any increase in real property taxes, which is based upon Lessee's improvements to the Premises. As a condition of Lessee's obligation to pay such tax increase, Lessor shall provide to Lessee the documentation from the taxing authority, reasonably acceptable to Lessee, indicating the increase is due to Lessee's improvements. Lessee shall reimburse Lessor for any increases in real property taxes that are assessed as a direct result of Lessee's improvements to Lessor's Property. As a condition of Lessee's obligation to pay such tax increases, Lessor shall provide to Lessee the documentation from the taxing authority reasonably acceptable to Lessee and showing that the increase is due to Lessee's improvements. Section 2.03 Possessory Interest Tax By entering into this Lease, Lessor hereby gives notice to Lessee that pursuant to Revenue and Taxation Code § 107.6, this Lease may create a possessory interest which, if created, may be subject to property taxation and that Lessee may be subject to payment of property taxes levied on such interest. Section 2.04 Utilities (a) Lessee shall pay for all utilities furnished to the Premises for the use, operation and maintenance of Lessee's Facilities during the Term of this Lease, or any extension thereof; and for the removal of garbage and rubbish from Premises during the Term of this Lease, or any extension thereof. Lessee shall hold Lessor harmless from all charges. (b) Lessee shall have the right to install underground utilities, at Lessee's expense, and to improve the present utilities on or near the Premises and the installation of aboveground emergency back-up power. Subject to Lessor's approval of the locations, which approval shall not be unreasonably withheld, Lessee shall have the right to place underground utilities on Lessor's Properties in order to service the Premises and Lessee's Facilities. Upon Lessee's request, Lessor shall execute easement(s) evidencing this right. Where an easement is required beyond the lease hold area, Lessee shall compensate the Lessor for the easement rights. ARTICLE 3 - IMPROVEMENTS AND ACCESS Section 3.01 Lessee's Facilities (a)Lessee shall have the right at any time following the full execution of this Lease to enter each of the Premises for the purpose of making necessary inspections, engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests") to determine the suitability of each of the Premises for Lessee's Facilities (as defined herein) and for the purpose of preparing for the construction of Lessee's Facilities. During any Tests or pre -construction work, Lessee will have insurance as set forth in Section 5.03 Insurance, and will notify Lessor of any proposed Tests or pre -construction work and will coordinate the scheduling of same with Lessor. If Lessee determines that the Premises are unsuitable for Lessee's contemplated use, then Lessee will notify Lessor and the applicable Schedule will terminate thirty (30) days thereafter. SF/s: PCD:Agree: Mstreomm RLS 97-997 7/28/98 - #2 (b) Lessee has the right to construct, maintain and operate on the Premises radio communications facilities, including radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements ("Lessee's Facilities"). In connection therewith, Lessee, after approval of the Lessor, through the appropriate permit or approval process, has the right to do all work necessary to prepare, add, maintain and alter the Premises for Lessee's communications operations and to install underground utility lines and transmission lines connecting antennas to transmitters and receivers. Lessee shall permit Lessor, at no charge and through separate agreement with the Lessee, to attach equipment to the receiver or transmitter pole for Lessor's exclusive use so long as Lessor's equipment does not interfere with Lessee's Facilities. Lessee's approval of such attachments shall not be unreasonably withheld. All of Lessee's construction and installation work shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Title to Lessee's Facilities and any equipment placed on the Premises by Lessee shall be held by Lessee. All of Lessee's Facilities shall remain the property of Lessee and are not fixtures. Lessee has the right to remove all Lessee's Facilities at its sole expense on or before the expiration or termination of the applicable Schedule; provided that Lessee shall repair any damage to the Premises caused by such removal and will leave the Premises in satisfactory condition as approved by the Lessor. Upon termination of this Lease, removal of poles where Lessor's equipment is installed shall occur only with Lessor's consent. In all other cases, Lessee shall be required to remove all its facilities, including foundations. (c) Lessor shall provide access to the Premises to Lessee, and its employees, agents, contractors and subcontractors, twenty-four (24) hours a day, seven (7) days a week or as designated in permit approvals, at no charge to Lessee. Lessor represents and warrants that it has full rights of ingress to and egress from the Premises, and hereby grants such rights to Lessee to the extent required to construct, maintain, install and operate Lessee's Facilities on the Premises. Lessee's exercise of such rights shall not cause undue inconvenience to Lessor. (d) Lessee shall, at its sole cost and expense, maintain and repair its Facilities. Lessor shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow access. Lessor shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by Lessee's use of such roadways. If Lessee causes any such damage, it shall properly repair same as specified by Lessor. (e) Upon the expiration or termination of the applicable Schedule, Lessee shall surrender the Premises to Lessor in good and broom clean condition, less ordinary wear and tear, and as approved by the Lessor. 4 S F/s: PC D: Agree: M strco m m RLS 97-997 7/28/98 - #2 Section 3.02 Liens (a) Lessee will not permit any mechanics' or materialmens' or other liens to stand against the Premises for any labor or material furnished to Lessee in connection with work of any character performed on said Premises by or at the direction of Lessee. However, Lessee shall have the right to contest the validity or amount of any such lien but, upon the final determination of such questions, shall immediately pay any adverse judgment rendered with all proper costs and charges and shall have the lien released at its own expense. If Lessee desires to contest any such lien, then prior to commencing such contest, it will furnish Lessor with a bond, if requested, to secure the payment of such obligation. (b) Lessor waives any lien rights it may have concerning the Lessee's Facilities. ARTICLE 4 - INTERFERENCE Section 4.01 Installation (a) During the installation of Lessee's Facilities, Lessee shall cooperate with the City of Huntington Beach's Public Safety Communication Systems Group, which shall monitor the installation of Lessee's Facilities. (b) Lessee's Facilities shall not disturb the communications configuration equipment and frequency that exist on the Lessor's Property on the commencement date of operation of Lessee's Facilities. Lessee's operations shall not interfere with any of Lessor's communications operations on a citywide basis, either current or future. All operations by Lessee shall be lawful and in compliance with all Federal Communications Commission ("FCC") requirements. Lessor shall not permit the use of any portion of Lessor's Property by any third party subsequent to the installation of Lessee's Facilities on the Premises which interferes in any way with the communications operation of Lessee, provided that if the third party's communications operation were installed prior to Lessee's Facilities, then Lessee's Facilities shall not interfere with the third party's communications operations. (c) Subsequent to the installation of the Lessee's Facilities, Lessor and the Lessee shall notify the other party thirty (30) days prior of the use or installation of any equipment on Lessor's Property which may interfere with Lessee's or the Lessor's facility or its equipment. (d) If Lessor or the Lessee breaches its obligations under this paragraph, the party breaching its obligations, upon receiving notice from the other party of any such breach shall take all steps necessary to correct and eliminate such interference. If the Lessee breaches its obligation, the Lessee shall without limitation modify its equipment and/or antennas or remove their equipment and/or antennas from any facilities or towers. If the Lessee cannot correct such harmful interference within fifteen (15) days, the Lessor shall have the right, in addition to any other rights that it might have at law or in equity, to terminate the applicable Schedule. Upon such termination, Lessor shall return any unearned Rent to Lessee. SF/s: PCD:Agree: Mstrcomm RIS 97-997 7/28/98 - #2 0 . 0 If the Lessor breaches its obligation, the Lessor shall without limitation, enforce provisions in any license or other agreement between Lessor and the persons or entities causing such harmful interference, pursuant to which Lessor may compel such persons or entities to cease operation, modify their equipment and/or antennas, or remove their equipment and/or antennas from any facilities or towers owned or leased and/or managed by Lessor on the Lessor's Property. If Lessor cannot correct such harmful interference within fifteen (15) days, Lessee shall have the right, in addition to any other rights that it may have at law or in equity, to terminate the applicable Schedule. Upon such termination, Lessor shall return any unearned Rent to Lessee. ARTICLE 5 - INDEMNITY AND INSURANCE Section 5.01 Indemnification, Defense, Hold Harmless Lessee hereby agrees to protect, defend, indemnify and hold and save harmless Lessor, its officers, and employees against any and all liability, claims, judgments, costs and demands, however caused, including those resulting from death or injury to Lessee's employees and damage to Lessee's property, arising directly or indirectly out of the obligations or operations herein undertaken by Lessee, including those arising from the passive concurrent negligence of Lessor, but save and except those which arise out of the active concurrent negligence, sole negligence, or the sole willful misconduct of Lessor. Lessee will conduct all defense at its sole cost and expense. Lessee shall reimburse lessor for all costs or attorney's fees incurred by Lessor in enforcing this obligation. Section 5.02 Workers' Compensation Insurance (a) Pursuant to California Labor Code Section 1861, Lessee acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against liability for workers' compensation; Lessee covenants that it will comply with such provisions as required. (b) Lessee shall maintain such Workers' Compensation Insurance in an amount of not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident hereto, in forms and underwritten by insurance companies satisfactory to Lessor. (c) Lessee shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractors' employees. Lessee shall furnish to Lessor a certificate of insurance evidencing a waiver of subrogation under the terms of the Workers' Compensation Insurance and Lessee shall similarly require all subcontractors to waive subrogation. 3 SFA PCD:Agree:Mstrcomm RLS 97-997 7/28/98 - #2 Section 5.03 Insurance Lessee shall carry at all times incident hereto, on all operations to be performed hereunder, general liability insurance, including coverage for bodily injury, property damage, products/completed operations, and blanket contractual liability. Said insurance shall also include automotive bodily injury and property damage liability insurance. All insurance shall be underwritten by insurance companies in forms satisfactory to Lessor for all operations, subcontract work, contractual obligations, product or completed operations and all owned vehicles and non -owned vehicles. Said insurance shall name the Lessor, its officers, agents and employees as Additional Insureds. Lessee shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount of not less than One Million Dollars ($1,000,000) combined single limit coverage. If coverage is provided under a form that includes a designated general aggregate limit, such limit shall be no less than One Million Dollars ($1,000,000). In the event of aggregate coverage, Lessee shall immediately notify Lessor of any known depletion of limits. Lessee shall require its insurer to waive its subrogation rights against Lessor and agrees to provide certificates of insurance evidencing the same. Section 5.04 Certificates of Insurance; Additional Insured Endorsement (a) Prior to commencing performance of the work hereunder, Lessee shall furnish to Lessor certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required herein; said certificates shall provide the name and policy number of each carrier and policy, and shall state that the policy is currently in force and shall promise to provide that such policies will not be canceled without thirty (30) days prior written notice to Lessor.. Lessee shall maintain the foregoing insurance coverages in force until the work under this Lease is fully completed and accepted by Lessor. (b) The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of Lessor by Lessee under this Lease. Lessee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. (c) A separate copy of the additional insured endorsement to each of Lessee's insurance policies, naming the Lessor, its officers and employees as Additional Insureds shall be provided to the City Attorney for approval prior to any payment hereunder. (d) Lessee shall have the right to self -insure with respect to any of the above insurance. Section 5.05 Waiver of Subrogation Lessor and Lessee release each other and their respective principal, employees, representatives and agents, from any claims for damage to any person or to the Premises or to Lessee's Facilities thereon caused by, or result from, risks insured against under any insurance policies carried by the parties and in force at the time of any such damage. Lessor and Lessee shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any 7 S F/s: PCD: Agree: Mstrcomm RLS 97-997 7/28/98 - N2 policy. Neither Lessor nor Lessee shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by this Lease. ARTICLE 6 - TERMINATION Section 6.01 Termination in the event of casualty or condemnation (a) In the event of any damage, destruction or condemnation of the Premises or any part thereof, which renders the Premises unusable or inoperable in Lessee's judgment, Lessee shall have the right, but not the obligation, to terminate the Lease with respect to the subject Premises by giving written notice to Lessor within thirty (30) days after such damage, destruction or condemnation, if by virtue of such casualty or condemnation the Premises are no longer adequate for Lessee to continue its operations or any repairs to the Premises have not been completed or cannot reasonably be completed within sixty (60) days from the date of the damage. (b) In the event of condemnation, unless Lessee is allowed by the condemning authority to continue its operations on the Premises, the applicable Schedule shall terminate as of the date title to Lessor's Property vests in the condemning authority or Lessee is required to cease its operations, whichever is earlier. Lessee shall be entitled to share in the proceeds of any condemnation, and Lessee's share shall include the value of any improvements that are transferred to the condemning authority, moving expenses, prepaid Rent and business dislocation expenses. Section 6.02 Termination Any Schedule hereunder may be terminated without further liability on thirty (30) days prior written notice as follows: (1) by either party upon a default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default is ten (10) days from receipt of notice; or (2) by Lessee if it does not obtain or maintain any license, permit or other approval necessary for the construction and operation of Lessee Facilities; or (3) by Lessee if Lessee is unable to occupy and utilize the Premises due to any action of the FCC, including without limitation, a take back of channels or change in frequencies; or (4) by Lessee if Lessee determines that the Premises are not appropriate for its operations for economic, environmental or technological reasons, including without limitations, signal strength or interference. In addition, the five (5) years term is subject to termination by Lessor upon one hundred eighty (180) days written notice, if during the term hereof, the implementation of a revitalization plan affecting the Lessee's operation occurs. Lessee is hereby granted the right to participate in such revitalization process, and will be afforded the opportunity to continue to operate pursuant hereto so long as Lessee meets Lessor's reasonable requirements pursuant to such revitalization plan. SF/s:PCD: Agree: Mstrcomm RLS 97-997 7/28/98 - #2 ARTICLE 7 - ASSIGNMENT Section 7.01 Permitted Assignment Lessee may assign this lease to Lessee's general partner, AirTouch Cellular or to any "affiliate" of Air Touch Cellular, or to any partnership in which AirTouch Cellular or any "affiliate" of AirTouch Cellular participates. As used herein, an "affiliate" of AirTouch Cellular shall mean any entity which controls, is controlled by, or is under common control with AirTouch Cellular. Any other assignment is prohibited without the prior written consent of Lessor, which consent shall not to be unreasonably withheld. Section 7.02. Abandonment by Lessee Should Lessee breach this Lease and abandon Premises prior to the expiration of the Term or any Renewal Term, Lessor may: (a) Continue this Lease in effect by not terminating Lessee's right to possession of said Premises, in which event Lessor shall be entitled to enforce all its rights and remedies under this Lease, including the right to recover the rent specified in this Lease as it becomes due under this Lease; or (b) Terminate this Lease and recover from Lessee: 1. The worth at the time of award of the unpaid rent which had been earned at the time of termination of the Lease; 2. The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination of the Lease until the time of award exceeds the amount of rental loss that Lessee proves could have been reasonably avoided; 3. The worth at the time of award of the amount by which the unpaid rent for the balance of the term of this Lease after the time of award exceeds the amount of rental loss that Lessee proves could be reasonably avoided; and 4. Any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee's failure to perform his obligations under this Lease. Section 7.03 Default by Lessee Should Lessee default in the performance of any of the terms, conditions, or obligations contained in this Lease, Lessor may, in addition to the remedy specified in the subparagraph (b) of Section 7.02 of this Lease, re-enter and regain possession of Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. 0 SF/s: MAgree:Mstrcomm RLS 97-997 7/28/98 - #2 Section 7.04 Insolvency of Lessee The insolvency of Lessee as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Lessee, or the making of a general assignment for the benefit of creditors by Lessee, or filing a petition in bankruptcy shall terminate this Lease and entitle Lessor to reenter and regain possession of Premises. Section 7.05 Cumulative Remedies The remedies given to Lessor in this Article shall not be exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere provided in this Lease. Section 7.06 Waiver of Breach The waiver by Lessor of any breach by Lessee of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Lessee either of the same or another provision of this Lease. ARTICLE 8 - TITLE AND QUIET ENJOYMENT (a) Lessor warrants that: (1) Lessor owns the Lessor's Property in fee simple and has rights of access thereto; (2) Lessor has full right to make this Lease; and (3) Lessor covenants and agrees with Lessee that upon Lessee paying the Rent and observing and performing all the terms, covenants and conditions on Lessee's part to be observed and performed, Lessee may peacefully and quietly enjoy the Lessor's Property; subject, nevertheless, to the terms and conditions of this Lease. Lessor is prepared to document its interests in the Lessor's Property. (b) Lessor warrants that the making of this Lease and the performance thereof will not violate any laws, ordinances, restrictive covenants, or the provision of any mortgage, lease, or other agreements under which Lessor is bound and which restricts the Lessor in any way with respect to the use or disposition of the Premises. (c) Lessee has the right to obtain a title report or commitment for a leasehold title policy from a title insurance company of its choice. If, in the opinion of Lessee, such title report shows any defects of title or any liens or encumbrances which may adversely affect Lessee's use of the Premises, Lessee shall have the right to terminate the applicable Schedule immediately upon written notice to Lessor. (d) Lessor agrees to obtain, for the benefit of Lessee, a Non -Disturbance Agreement from the present mortgagee(s) or holder of a deed of trust, and subsequent mortgagee(s) or holder of a deed of trust. In the event Lessor finances or refinances Lessor's Property, Lessor agrees to obtain from any lender a Non -Disturbance Agreement for the benefit of Lessee confirming that Lessee's right to quiet possession of the Premises during this Lease shall not be disturbed so long as Lessee has not defaulted under this Lease or the applicable Schedule. 10 SF/sTMAgreeNstreomm RLS 97-997 7/28/98 - #2 ARTICLE 9 - REPAIRS Lessee shall not be required to make any repairs to the Premises except for damages to the Premises caused by Lessee, or its employees, agents, contractors or subcontractors. ARTICLE 10 - ENVIRONMENTAL Section 10.01 Lessor's Representation of Premises Lessor represents that the Premises have not been used for the generation, storage, treatment or disposal of hazardous materials, hazardous substances or hazardous wastes. In addition, Lessor represents that no hazardous materials, hazardous substances, hazardous wastes, pollutants, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof) or underground storage tanks are located on or near the Premises unless specified in writing to the Lessee prior to signing a specific lease agreement. Notwithstanding any other provision of this Lease, Lessee relies upon the representations stated herein as a material inducement for entering into this Lease. Section 10.02 Lessee's Hazardous Materials Restrictions Lessee shall not use or store hazardous materials on site without written approval from the Lessor. If the Lessor approves the use or storage of hazardous materials, the Lessee shall be responsible for site testing and all hazardous materials clean-up of the site from environmental damages caused by Lessee's use of such materials. ARTICLE 11- MISCELLANEOUS Section 11.01 Force Majeure -Unavoidable Delays Should the performance of any act required by this Lease to be performed by either Lessor or Lessee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused, provided, however, that nothing contained in this section shall excuse the prompt payment of rent by Lessee as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party, Lessor or Lessee, required to perform the act. 11 SF/s: MAgree:Mstrcomm RLS 97-997 7/28/98 - #2 Section 11.02 Notice Any written notice, given under the terms of this Lease, shall be either delivered personally or mailed, certified mail, postage prepaid, addressed to the party concerned as follow: TO CITY: CITY CLERK CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92647 TO LESSEE: LOS ANGELES SMSA LIMITED PARTNERSHIP C/O AirTouch Cellular 3 Park Plaza Irvine, California 92614 Attn: Supervisor, Property Management (714) 222-7612 Copy to: AirTouch Cellular P.O. Box 19707 Irvine, California 92713-9707 Attn: Legal Department (714) 222-7032 Lessor or Lessee may from time to time designate any other address for this purpose by written notice to the other party. Section 11.03 Compliance with Law Lessee shall at Lessee's own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, relating to Lessee's use and occupancy of said premises whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Lessee in a proceeding brought against Lessee by any government entity, that Lessee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Lessor and Lessee and shall be ground for termination of this Lease by Lessor. Section 11.04 Binding on Heirs and Successors This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto. Section 11.05 Partial Invalidity Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired. 12 SF/s:PCD: Agree: Mstrcomm RLS 97-997 7/28/98 - #2 • • Section 11.06 Sole and Only Agreement This instrument constitutes the sole and only agreement between Lessor and Lessee respecting Premises, the leasing of Premises to Lessee, or the lease term herein specified, and correctly sets forth the obligations of Lessor and Lessee to each other as of its date. Any agreements or representations respecting Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void. Section 11.07 Time of Essence Time is expressly declared to be the essence of this Lease. Section 11.08 Governing Law This Lease shall be governed under the laws of the State of California. Section 11.09 Survival Terms and conditions of this Lease which by their sense and context survive the termination or expiration of this Lease, shall so survive. 13 SP/s: PCD:Agree: Mstrcomm RLS 97-997 7/28/98 - #2 E • Z O Section 11.10 Memorandum of Lease y Upon request either party may require that a Memorandum of Lease for any Schedul. ' recorded in the form of Exhibit "C". IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Jed, day of 199 Yat Huntington Beach, California. LESSEE: VENDOR, LOS ANGELES SMSA LIMITED PARTNERSHIP, a California Limited Partnership By: AirTouch Cellular, alif Comordion. its Gen al P LESSOR: CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION Mayor Title VSce President, Engineering & Operations .ATTEST: APPROVED AS TO FORM: City Clerk /I y/1Y City Attorney REVIEWED AND APPROVED: ai aejr.. Arei$ City inistrator By: l Name: Hal Crookes Title: Assistant Secretary 14 INITIATED AND APPROVED: Fire Chief SF/s:PCD:Agree: Mstrcomm RLS 97-997 7/28/98 - k2 • • STATE OF CALIFORNIA ) COUNTY OF ) On before me, , personally appeared , personally known to be (or 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. WITNESS my hand and official seal. Signature: 15 SFA MAgreeNstrcomm RLS 97-997 7/28/98 - #2 ATTACHMENT 1 SCHEDULE OF LEASED PROPERTY This Schedule number , effective , 199_, is governed by the terms and conditions of the Master Communications Site Lease Agreement entered into between LOS ANGELES SMSA LIMITED. PARTNERSHIP, a California limited partnership and CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION, on , 199_, and is incorporated herein by this reference. The Premises leased to Lessee under this Schedule is commonly known as the City of Huntington Beach, Fire Station (Station No. and is more specifically described in Exhibits A and B. LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION By: _ Name: Date: STATE OF CALIFORNIA COUNTY OF LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California corporation, its general Partner Name: Title: Date: On before me, , personally appeared , personally known to be (or 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. WITNESS my hand and official seal. Signature: 16 S F/s: PCD:Agree: Mstrcomm RLS 97-997 7/28/98 - #2 EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: 17 SF/s: MAgree:Mstrcomm RLS 97-997 7/28/98 - #2 EXHIBIT B DESCRIPTION OF PREMISES The location of the Premises within the Lessor's property together with access, ingress, egress, easements and utilities are more particularly described or depicted as follows: See Exhibit B-1 attached hereto. A final drawing or copy of a property survey depicting the above will replace this Exhibit "B" when initialed by Lessor. Notes 1. This Exhibit may be replaced by a land survey or Site Plan of the Premises once it is received by Lessee. 2. Setback of the Premises from the Lessor's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers, mounting positions may vary from what is shown above. 18 SF/s:PCD: Agree: Mstrcomm RLS 97-997 7/28/98 - #2 • 0 EXHIBIT C RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: AirTouch Cellular P.O. Box 19707 Irvine, California 92713-9707 Attn: Legal Department (Re: Bolsa/Huntington Beach) CITY OF HUNTINGTON BEACH, a municipal corporation MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of , 199_, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP ("Lessee"). RECITALS WHEREAS, Lessor and Lessee have executed that certain Master Communications Site Lease Agreement ("Lease") dated as of , 199_, and Schedule No. pursuant to that Lease, covering certain premises ("Premises") situated on certain real property located in the City of Huntington Beach, County of Orange, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS, Lessor and Lessee desire to record notice of the Lease covered by such Schedule, in the Official Records of Orange County, California; NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows: Demise. Lessor has leased the Premises to Lessee (together with access rights), and Lessee has hired the Premises from Lessor, subject to the terms, covenants and conditions contained in the Lease. 2. on or before Expiration Date. The term of the Lease ("Term") is scheduled to commence and shall expire five (5) years thereafter, subject certain options to extend the Term pursuant to the Lease. 19 SF/sTMAgree: Mstrcomm RLS 97-997 7/28/98 - #2 • 3. Lease Controlling. This Memorandum is solely for the purpose of giving constructive notice of the Lease. In the event of conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall control. IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above. LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION By: _ Name: Title: By: _ Name: Title: LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general Partner By: _ Name: Title: 20 SF/s:PCD:Agree: Mstrcomm RLS 97-997 7/28/98 - N2 STATE OF CALIFORNIA COUNTY OF On before me, , personally appeared personally known to me (or 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 signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature: 21 S F/s: PCD: Agree: Mstrcomm RLS 97-997 7/28/98 - #2 • SCHEDULE OF LEASED PROPERTY FOR FIRE STATION NO. 7 This Schedule number 1 , effective v y r f 3, 1991, is governed by the terms and conditions of the Master Communications Site Lease Agreement entered into between LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership and CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION, on /A!o/ )-r 3 , 19q), and is incorporated herein by this reference. The Premises leased to Lessee under this Schedule is commonly known as the City of Huntington Beach, W a v h e v, Fire Station (Station No. 7 and is more specifically described in Exhibits A and B. LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION By: Name: S e TT FF Date: ATTEST: City Clerk = fly/ VS, APPROVED AS-, TO FORM: 91 � City Attorney �' k LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a alifo is corpor ion, its gen al Part er Name: Title' i e President Engineering & Operations Date: August 21, 1998 Name: r ' - Title: Assistant Secretary Date: August 21, 1998 SF/s: PCD:Agree: Schd-# 7 RLS 97-997 7/28/98 - #3 STATE OF CALIFORNIA ) COUNTY OF 1 On before me, , personally appeared , personally known to be (or 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. WITNESS my hand and official seal. Signature: SF/s:PCD:Agree: Schd-#7 RLS 97-997 7/28/98 - #3 EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: THAT PORTION OF THE EASTERLY 50 ACRES OF FRACTONAL NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 30, TOWNSHIP 5 SOUTH, RANGE 11 WEST, S. B. B. & M., PARTLY IN THE RANCHO LA BOLSA CHICA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING ALSO, A PORTION OF TIDE LAND LOCATION NO. 221 RECORDED APRIL 4, 1903 IN BOOK 1, PAGE 205 OF PATENTS OF ORANGE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO SUNSET LAND AND WATER COMPANY, RECORDED JANUARY 6, 1922 IN BOOK 411, PAGE 57 OF DEEDS, SAID CORNER BEING LOCATED 20 CHAINS SOUTH AND 54.81 CHAINS WEST OF THE SOUTH QUARTER CORNER OF SECTION 20, TOWNSHIP 5 SOUTH, RANGE 11 WEST, S. B. B. & M., SAID CORNER BEING IN THE CETERLINE OF LOS PATOS AVENUE 60 FEET WIDE, AS DESCRIBED IN THE DEED TO THE COUNTY OF ORANGE, RECORDED JUNE 17, 1901 IN BOOK 71, PAGE 16 OF DEEDS; THENCE NORTH 89°45' EAST 50 FEET ALONG THE CENTERLINE OF SAID LOS PATOS AVENUE; THENCE AT RIGHT ANGLES TO SAID LOS PATOS AVENUE, NORTH 00°14' WEST 330 FEET; THENCE PARALLEL TO AND DISTANT 330 FEET FROM SAID CENTERLINE OF LOS PATOS AVENUE, SOUTH 89°45' WEST 307.48 FEET, MORE OR LESS, TO AN INTERSECTION WITH THE NORTHEST LINE OF THE LAND DESCRIBED IN THE ABOVE MENTIONED DEED RECORDED IN BOOK 411, PAGE 57 OF DEEDS; THENCE SOUTH 389 1'45" EAST 418.56 FEET, MORE OR LESS, ALONG SAID NORTHEAST SIDE LINE OF SAID LAND, TO THE POINT OF BEGINNING. EXCEPT THEREFROM ANY PORTION LAYING SOUTHERLY OF A LINE PARALLEL WITH AND SOUTHERLY 1320 FEET FROM THE NORTH LINE OF SAID SECTION 30. 3 SF/sTMAgree:Schd-#7 RLS 97-997 7/28/98 - #3 EXHIBIT B DESCRIPTION OF PREMISES The location of the Premises within the Lessor's property together with access, ingress, egress, easements and utilities are more particularly described or depicted as follows: See Exhibit B-1 attached hereto. A final drawing or copy of a property survey depicting the above will replace this Exhibit "B" when initialed by Lessor. Notes 1. This Exhibit may be replaced by a land survey or Site Plan of the Premises once it is received by Lessee. 2. Setback of the Premises from the Lessor's boundaries shall be the distance required by the applicable governmental authorities. 3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments. 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only. Actual types, numbers, mounting positions may vary from what is shown above. 4 SF/s:PCD:Agree: Schd-# 7 RLS 97-997 7/28/98 - #3 e/paI Itw w n w .r RION "vow mlwp er ."I —I vyll ItA—meww1!t,tR. AIIIIIiA I. I._R9 Orel .1 PII all.. =wl III acs-4 vVI 1lwvtt \w "1 us rn+ w PI• rr.f O ■ O.Spl wall In%.tr .rew..1- M Ie.oa..alelw mtp. vafwlt Ie.r. east _.-1 R almo --.t 1•wl laN I:NIAIfl;I:11 s:lll: PLAN �w `.+. rN ; r!. N •rllrw IIII•ar ,. .. Inp •rr.N.m RO.1 ...Irw N.f a w r wwy ra W'. w w of •pp r r...nl ., l� .y w • • ra rpw. N w '..1 N•r 1•.•rw YlN w.w r •.w •1 •n••..p .• wll • �. r•I 1r.. .. YIN• I'Irolttc INIG INATION VI41if.w1� ibigoth cenitA: aw fln++ 1. .1.1 N w.fwrr o .Irr IrMlwt wwa IwN111 wl Ifr. NW Mwv/ f•+1 falww Ilnl Iwl t-IftM 1 nw 4r P..rf [.plot: weN Now .p.m w1 aM Mt Iltw wet pupil no Ill" 11 lfr 91t AAA,"r. JIM + q.1 wprpr Itr• a nelvw wwn .. r Ir nl w ►UINIc► Mir ultntNM cut sit fOt wfr ►Nolttc NtstowimN rnm. IDIOM!• •ttnwr . wgcl IN . I"w a M nr w tw. ••wwt Is ass,t w fo• aarpt ww rn.t .• P7 w11rw frllN� 1ti ww ewwq q,rwN•r trots Iq.• tte11 .Ptl M.t i4wplfl I11114p API►» pr Uwiw is INlvpl w N is twww n•(t M w tM- ewr •a 9 .w p1tl lwl MNH tltllwNtw er trat torttgw! tommat w ISA COMM. It rle/ I.I 11.MA WI tt.rlrwlwl ltrrl wrll CAN telY tI IMb t IlltftA eMl 4 IKI.... t llav" 1prr wows 08, MI:O M Irt.• wl "at n alNet rNw NIw W wpwl 1 I w tenons 1M1 r fN:.e.s A tl•w1 w1•wr !wr•w.A . M ISI4 1' 01P F INI E► I M► I M I ORMAIIIIII a.Iw A w re.M M w .Na lw•ar I.M MI .rla ur.r LICENSE AGREEMENT This License Agreement is entered into this _3h/ day of It y v)+ , 1998, by and between LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership ("SMSA") and the CITY OF HUNTINGTON BEACH, a municipal corporation ("CITY") RECITALS A. The parties have previously entered into an Agreement entitled "Master Communications Site Lease Agreement Between the City of Huntington Beach and Los Angeles SMSA Limited Partnership," dated �L'�� �� t 3 , 1998 (the "Lease"), which authorizes SMSA to install poles with antennae (the "Facilities") on certain CITY -owned real property ("Lease Sites") described in schedules attached or to be attached to the Lease (the "Schedules"). Pursuant to the Lease, CITY has approved one Lease Site for the location of SMSA's Facilities: Fire Station-7 located at 3831 Warner Avenue (the "Fire Station-7 Site") The rent due the City is One Thousand Two Hundred Fifty Dollars ($1250.00) per month. SMSA is to use Fire Station -7 Site to construct, maintain, repair and operate a cellular mobile/wireless telecommunications service system. B. Pursuant to Section 3.01(b) of the Lease, SMSA has agreed to permit CITY to attach certain equipment to SMSA's Facilities for CITY's exclusive use so long as CITY's equipment does not interfere with SMSA's communication operation. SMSA now wishes to grant to CITY a license to use SMSA's Facilities located, or to be located, on the Fire Station-7 Site as more particularly described herein. SF/s: PCD: Agree: SMSA-Lic 7/28/98 - #2 M • NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: Section 1. License. SMSA hereby grants to CITY a license to use a portion of SMSA's Facilities installed or to be installed on the Fire Station-7 Site for purposes of using, maintaining and repairing the equipment described in Exhibit "A" attached hereto (the "City Equipment"). SMSA shall remove the existing siren pole at the Fire Station-7 Site and install its Facilities, including a new pole. The Facilities shall be constructed in such a manner so as to support the City Equipment. SMSA shall purchase the City Equipment, and install such City Equipment on SMSA's Facilities pursuant to the manufacturer's specifications at no cost to the CITY. The CITY shall accept ownership of the City Equipment following a satisfactory demonstration that it is in good working order. SMSA shall transfer all warranties issued by the manufacturer of the City Equipment to CITY. As additional consideration to SMSA for the cost of replacing the existing siren and purchasing and installing the City Equipment, the rent for the Fire Station-7 Site shall be abated for the first six (6) months of the Lease term for the Fire Station-7 Site as set forth in the Schedule covering the Fire Station-7 Site. The total value of this rent abatement is Seven Thousand Five Hundred Dollars ($7,500.00). Section 2. Maintenance. Once accepted, CITY shall be solely responsible for maintaining and repairing the City Equipment.at CITY's sole cost and expense. SMSA shall provide CITY with access to the City Equipment at all reasonable times to allow CITY to perform such maintenance and repair obligations. CITY shall notify SMSA prior to performing any maintenance or repair work so a SMSA representative can monitor such work to ensure that no damage is done to SMSA's Facilities. CITY shall repair any damage caused to SMSA's Facilities caused by CITY or its ekmployees, agents or contractors. CITY shall be responsible 2 SF/s: PCD:Agree: SMSA-Lic 7/28/98 - #2 for the eventual replacement of the City Equipment and the costs thereof, provided that PBMS shall maintain its Facilities, including that they continue to support the City Equipment. Section 3. Rights and Obligatoins of the Parties. The rights and obligations of the parties to use of the Facilities and the installation of the City Equipment are subject to all terms and conditions of the Lease. In case of any ambiguities between the Lease and this License, the Lease shall control. Should the Lease be terminated, removal of the City Equipment and the Facilities shall be subject to terms and conditions as specified in the Lease, provided that the CITY shall have the option to require SMSA to abandon the pole in place. Section 4. Term. This License shall remain effective so long as the Lease for the Fire Station-7 Site remains in effect. Section 5. Indemnification. CITY hereby agrees to protect, defend, indemnify and hold and save harmless SMSA, its shareholders, officers, partners, employees, agents and affiliated entities (collectively, the SMSA Indemnities") against any and all liability, claims, judgments, costs (including without limitation, attorneys' fees) and demands, however caused, brought by third parties, arising from the operation, repair and/or maintenance of the City Equipment. Section. 6. Insurance. (a) CITY shall carry at all times incident hereto, on all operations to be performed hereunder, commercial general liability insurance, including coverage for bodily injury, property damage, products/completed operations, and blanket contractual liability. Said insurance shall name all SMSA indemnities as additional insureds and provide coverage in an amount of not less than One Million Dollars ($1,000,000) combined single limit coverage. 3 S F/s: PCD: Agre e: S MSA-Li c 7/28/98 - #2 • (b) CITY shall also carry at all times incident hereto "all risk" property insurance on the City Equipment with replacement cost coverage. (c) If the coverage provided under the commercial general liability insurance policy required hereunder includes a designated general aggregate limit, such limit shall be no less than One Million Dollars ($1,000,000) and CITY shall immediately notify SMSA of any known depletion of limits. CITY shall require its insurer to waive its subrogation rights against SMSA and agrees to provide certificates of insurance evidencing the same. Section 7. Certificates of Insurance; Additional Insured Endorsement (a) CITY shall furnish to SMSA certifictes of insurance evidencing the foregoing insurance coverages as required herein; said certificates shall provide the name and policy number of each carrier and policy, and shall state that the policy is currently in force and shall promise to provide that such policies will not be canceled without thirty (30) days prior written notice to SMSA. (b) The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of SMSA by CITY under this Lease. CITY shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. (c) CITY shall have the right to self -insure with respect to any of the above insurance. Section 8. Waiver of Subrogation. CITY releases the SMSA Indemnities from any claims for damage to any person or property caused by, or resulting from the operation, maintenance and repair of the City Equipment. CITY shall cause each insurance policy obtained 4 SP/s: PCD: Agree: SMSA-Lic 7/28/98 - #2 • • by it to provide that the insurance company waives all right of recovery by way of subrogation against SMSA in connection with any damage covered by any policy. Section 9. Force Mai eure - Unavoidable Delays. Should the performance of any act required by this Lease to be performed by either CITY or SMSA be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials. restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused, provided, however, that nothing contained in this section shall excuse the performance of any act rendered difficult solely because of the financial condition of the party, SMSA or CITY, required to perform the act. Section 10. Notice. Any written notice, given under the terms of this Lease, shall be either delivered personally or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: TO CITY: City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 5 TO SMSA Los Angeles SMSA Limited Partnership C/O Air Touch Cellular 3 Park Plaza Irvine, CA 92614 Attn: Supervisor, Property Management (714) 222-7612 SF/s:PCD: Agree: SMSA-Lic 7/28/98 - #2 Copy to: Airtouch Cellular P.O. Box 19707 Irvine, CA 92713-9707 Attn: Legal Department (714) 222-7032 SMSA or CITY may from time to time designate any other address for this purpose by written notice to the other party. Section 11. Compliance with Law. CITY shall at its own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, relating to CITY's use of the siren whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted. Section 12. Partial Invalidity. Should any provision of this License be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this License shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired. Section 13. Attorneys Fees. Should either party bring an action against the other for the purpose of enforcing the terms of this License, or for damages arising from its breach, then in such event, each party shall bear its own attorney fees and costs. Section 14. Time of Essence. Time is expressly declared to be the essence of this Lease. Section 15. Governing Law. This Lease shall be governed under the laws of the State of California. Section 16. Survival. • Term;, and conditions of this Lease which by their sense and context survive the termination or expiration of this Lease, shall so survive. 6 SF/s:PCD:Agree: SMSA-Lic 7/28/98 - #2 • 0 IN WITNESS WHEREOF, SMSA and CITY have executed this License Agreement as of the date and year first written above. SMSA: LOS ANGELES SMSA LIMITED PARTNERSHIP, a Californiy limited partnership IC Name Vef'f Chessher (print or type) Title Vice President, Engineering & Operations Name Hal Crookes Title Assistant Secretary REVIEWED AND APPROVED: Aatiog City AdgTinistrator 7 SF/s:PCD: Agree: SMSA-Lic 7/28/98 - #2 CITY: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor ATTEST: City Clerk iz,/2,,/, rIgor APPROVED AS -TO FORM: City Attorney INITIATED AND PROVED: W"6w�VV&L— Fire Chief q-1-9 / rector of Public Works FIRML sw�a� Quo#ation..:. ' ` Qtatoo xutarFn;rslti22- . Ftdecwl D Federa�..S#l'�A1�w�tiolt - Refer+e>�:ylttut. Rio. o>r y�vr►r.axder . '� . • F'VKaaslu��tystsn� ::.. Name Callem K*jdL Dar, : Duo 2=,• 1997 : GU NUM Hwntiagtan Beach Fire Dept 8e$noce 'Feiap�oM AeWwr Adbas 2000 bwn Bt. 0% St"ZIP Hundngtan Beaab, Ca 92648 PSoee lso. 714.536.523E Fac No. 714.374.1551 tJ/oo. 8*pt a(y. mw aWw led aooq*mo:by redcnW $4pd DOW.aac*WLlb an sot be. �1rduoiilr�dioia6omoaeia4ia�pp}fedifapplica6ld laud. Qty. F voltage colarcu'. :. Aeaoriptioet : Al Cod Kh Total No. Makl No. Fines : Coat 1 1 2001 SRN Ramming BTocaoyMachaaical Sitar : 57;900.00 : 57;9(10.00 2 ` 1 2001DC I Mac DC itda6Uah ..': SMOO'.00 S3000.00 3 1 2001HIt . I3.1diag3telay:, S200.00 . S200.00. -uplude ! cnIa m• -. 40.40. .4 1 W a•Tax :(a .7�7S9b..: S83Z,SC� SM2.50, S 1 Sbippiug . riot=to weed..: :SZ50:Oti"=. ' .. MOM ' : $0.00 $0.00 S0.00•.. :. $0.00 : 'focal C. M .:`:. S;I2;r82:50 PrWm sins &m•for 30 dsysf m dime of queta6ea uaL a e:.t3 o¢a+yoept�e Paiae+a�a fiim•for. 4S drafts .:. F.O.B:- University P lc, I. : Bey:° :boa �its� : ,;' .. Tel Not-30 Pota;iGiatJcttiag : 655UilsiWBIVC:'#•35'1 .. - ES7.'DEL. WT.: $00 lbs • : Sit -'tea a. 94579 :. . 'Ftei":�-0) M4139 . DELIVERY: 4-6 Weeks Purchase orders MUST be made- out to led'"--tiS Division . _.... „ 1.2/.22/1997 10:38 51029W9 FCC/PROCOMM/CepC PAGE 02 DESIGNED FOR OUTDOOR WARNING Three distinct choose from High sound output that can cover up to four square miles Full battery operation or battery backup (2001 DC only) Patented stator/horn design allows highly efficient, high output operation from minimal battery source Description The model 2001 DC is a unique innovation in high power outdoor siren products. It is the first of anew generation a rotating unidirectional, electromechanical siren that can operate on batteries. In addition to built-in pushbutton control, the model 2001 DC can also be controlled by telephone lines or radio (both optional) and can produce three signals forvarious applications. An optional AC power FEDERAL WARNING SYSTEMS ELECTROMECHANICAL %SIREN supply unit will allow the siren to operate on standard power using the batteries for backup power. The high decibel output provides maximum coverage and minimum installation cost'. Radio activation will further- minimize installation costs. The 2001 AC model is identical to. the 2001 DC except9t is designed to operate on AC power on ly. The AC version provides an economical alternative to the 2001 DC without sacrificing sound output or reliability. The 2001AC can be - upgraded to battery operation at any time.' Features... Federal Signai's 2001 Siren Series . offersa documented'signal strength of 127d8Cat idofeet.1he2001 DC FEDERAL . .4es-6.oa . . will supply. a ininimum of 15 minutes of full power -)utput from N its batteries after an AC power loss. The ring radiator within the .i projector produces a 60 degree 0 beam of sound which rotates at 2 0 RPM (adjustable to 6 RPM). Steady, Wail, and Fast Wail tone signals are standard. Highly efficient DC motor offers O tremendous reliability over conventional AC motors commonly used in outdoor warning sirens. Applications Models 2001 AC and 2001 DC are high powered rotating outdoor sirens that- are ideal'y suited to provide warning for weather, fire, floods, chemical spill, hurricanes, and other types of emergencies. f2-/22/1997 10:38 5102 &09 2001DC SIREN CONTROL UNIT 2001 Siren Specifications Sound Output: 127 dSC & 100' (on axis) Operating Voltage: 48 VOC Operating Current: 100 amps (nom.) 'Rotation: 2.6 RPM (adjustable) Operating Temperature: - 30°C to * 60°C Dimensions: 55"H x 37"W x 41 "D Net Weight: 395 lbs. (180 kg) Shipping Weigh(: 4701bs. (214 kg) 2001 DC Siren Control Unit Operating Voltage; 120 VAC, 50-60 Hz Current Requirements: 4 amps Standby Current: .2 amps Continuous Signal Time: 15 minutes (min.) 0 full output Standby Time: 20+ days (w/5 min. full signal reserve) 'Operating Temperature: •300C to + 606C Overall Dimensions. 48"H x 24"W x 16"U Net Weight: 141 Ibs (w/o batteriesl•(64 kg) Shipping Weight: 234 Ibs (w/o batteries) (106 kg) 2001TR (AC Power Option for 2001DQ Operating voltage: 220/240 VAC Current requirements: 30 amps (approx.) (50 amp service recommended) Operating temperature: -300C to + 600C Dimensions: 23"H x 11 "W x 10"D Net Weignt: 133 ibs. (60 k5 Shipping Weight: 148 Ibs. (67 kg) • Battery ttrnperatwe Tuft be maintained at -la C of higher. 1111112111 2001DC Options: 2001 TR AC Power 2001 HTR Battery Warmers 2001.240 Step down transformer'-240'VAC FCC/PROCOMM/AC PAGE 03 2001AC SIREN CONTROL UNIT o a o 2001AC Siren Control Unit Operating voltage: 220/240VAC Current requirements: 30 amps (approx.) (SO amp service recommended) Operating temperature: -300C to + 6011C Dimensions-. 23.6"H x 23.6"W x 9.a-D Net Weight: 159 lbs. (72 kg) Shipping Weight: 182 lbs. (83 kg) Signal Information Fr ate ncv iwma Saw Steady: 705 Hz N A Wail; 470-705. Hz 10 siconds. Fall Wail: 600.705 Hz 3.5 •.econds Signal duration: 3 minutes standard Operational sound output: 127 dBC at 100 feet Rotation: 2-6 RPM (adjustable) How to Order Siren: 2001 DC or.AC Speake r Array Control: UC•AC Siren Control Unit. or UC•DC Siren Control Unit Radio Option: Specify RP, OTMFor 1 wo-tone sequential, CTCSS frequency BA1TERlES NOT INCLUDED. RECOMMEND DELCO VOYAGER A4.004 M24 MF FEDERAL.80NAL C0AP0AA110111 ' Federal Warning Systems 2645 Federal Signal Drive, University Park, I 60466 1/93 sales 8OW-548.7229. fax 70WS34-"55 • RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190 - 2000 MAIN STREET HUNTINGTON BEACH CA 92648 (Re: Bolsa/Huntington Beach) 0 CITY OF HUNTINGTON BEACH, a municipal corporation _ Recorded in the County of Orange, California Gary L. Gr,1anv.i11,B, Clerk/Recorder I lllllllllll llllllllll ll�lli �iIIIII1' 1E 1131111111111IYo Fee 19980870923 11:11am 12/17/98 005 17011.1,54• 17 16 M11 6 6.00 IF-00 0.00 0.00 0.00 0.00 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of August 7, 1998, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP ("Lessee"). RECITALS WHEREAS, Lessor and Lessee have executed that certain Master Communications Site Lease Agreement ("Lease") dated as of August 3, 1998, and Schedule No. 1 pursuant to that Lease, covering certain premises ("Premises") situated on certain real property located in the City of Huntington Beach, County of Orange, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS, Lessor and Lessee desire to record notice of the Lease covered by such Schedule, in the Official Records of Orange County, California; NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows: 1. Demise. Lessor has leased the Premises to Lessee (together with access rights), and Lessee has hired the Premises from Lessor, subject to the terms, covenants and conditions contained in the Lease. 2. Expiration Date. The term of the Lease ("Term") is scheduled to commence as provided for in the Lease and shall expire five (5) years thereafter, subject certain options to extend the Term pursuant to the Lease. This document Is solely for the official business of the City of Huntington Beach, as coAtem- SF/s:PCD:Agree:Schd-#7 plated undue Government Code RLS 97-997 Sec. 6103 and should) be recorded 9/25/98 - #3 free of charge. Tu-I pt-Government Agency CITY OF HUNTINGTON BEACH 1a.Brockway, c Clerk eputy City Cie 0 3. Lease Controlling. This Memorandum is solely for the purpose of giving constructive notice of the Lease. In the event of conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall control. IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above: APPROVED AS TO FORM: •-4--�-� it ttorney ��lZ� i 3 LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION ATTEST: City Clerk /2-/3/5* LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular Comoration. its vi Vice President, Engineering & Operations cry By: 20 Hal Crookes, ,Assistant Secretary SF/s: PCD:Agree: Schd-# 7 RLS 97-997 9/24/98 - #3 EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: THAT PORTION OF THE EASTERLY 50 ACRES OF FRACTONAL NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 30, TOWNSHIP 5 SOUTH, RANGE 11 WEST, S. B. B. & M., PARTLY IN THE RANCHO LA BOLSA CHICA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING ALSO, -A PORTION OF TIDE LAND LOCATION NO. 221 RECORDED APRIL 4, 1903 IN BOOK 1, PAGE 205 OF PATENTS OF ORANGE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO SUNSET LAND AND WATER COMPANY, RECORDED JANUARY 6, 1922 IN BOOK 411, PAGE 57 OF DEEDS, SAID CORNER BEING LOCATED 20 CHAINS SOUTH AND 54.81 CHAINS WEST OF .THE SOUTH QUARTER CORNER OF SECTION 20, TOWNSHIP 5 SOUTH, RANGE 11 WEST, S. B. B. & M., SAID CORNER BEING IN THE CETERLINE OF LOS PATOS AVENUE 60 FEET WIDE, AS DESCRIBED IN THE DEED TO THE COUNTY OF ORANGE, RECORDED JUNE 17, 1901 IN BOOK 71, PAGE 16 OF DEEDS; THENCE NORTH 89°45' EAST 50 FEET ALONG THE CENTERLINE OF SAID LOS PATOS AVENUE; THENCE AT RIGHT ANGLES TO SAID LOS PATOS AVENUE, NORTH 00°14' WEST 330 FEET; THENCE PARALLEL TO AND DISTANT 330 FEET FROM SAID CENTERLINE OF LOS PATOS AVENUE, SOUTH 89°45' WEST 307.48 FEET, MORE OR LESS, TO AN INTERSECTION WITH THE NORTHEST LINE OF THE LAND DESCRIBED IN THE ABOVE MENTIONED DEED RECORDED IN BOOK 411, PAGE 57 OF DEEDS; THENCE SOUTH 38°1l' 45" EAST 418.56 FEET, MORE OR LESS, ALONG SAID NORTHEAST SIDE LINE OF SAID LAND, TO THE POINT OF BEGINNING. EXCEPT THEREFROM ANY PORTION LAYING SOUTHERLY OF A LINE PARALLEL WITH AND SOUTHERLY 1320 FEET FROM THE NORTH LINE OF SAID SECTION 30. 3 SFA PCD:Agree:Schd-#7 RLS 97-997 7/28/98 - #3 STATE OF CALIFORNIA ) COUNTY OF Ora'n'?e- ) On 06-4%er 2 I1 q'F before me, 10! AA , M. (411cm �� �%�y personally appeared Po-1 Cvoo k e s personally known to me (or 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 signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature: 7 MARY M. HOLLAND Commission ! 1119M Notary Public — CalUomt& f Orange County My Comm. F:::res Doc 15, 2000 SF/s:PCD: Agree: Schd-#7 RLS 97-997 7/28/98 - #3 STATE OF c4t-lGokln)I4 ss. COUNTY OF On GCAb.ek ff , 1998, before me, 114-r,,� M . �4 11a KJ , notary public, personally appeared Jeff Chessher, personally known to me (or 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. WITNESS my hand and official seal. Signature:, MARY M. Nou.AND Commission / 1119894 -� Notary Pulft — CeiUorris Orange County My Comm. Expires Dec 15, 2M0 t ,V CALIFORNIA ALL -PURSE ACKNOWLEDGMENT State of (Ut�c-c-1_19-e County of ���n-E'P� On -Pe Cc -6v 2 , l 91P before me, �&LL*,& A. A"iM%11111f NO%+--y Pk�Lcc Date Name ands Title of Officer (e. Jane Doe, Notary Public") personally appeared � '' -f �e � a� [-Mo4,e_ 1— Name(s) of Signer(s) >personally known to me - OR H to be the person& whose nam s r subscribed to the within instrument and acknowledged to me that 'executed the same in_14ia� authorized capacity(40), and that by hie�signatur (won the instrument the persorc uuRAA. NELSON or the entity upon behalf of which the personjDacted, Commission if 1066263 . executed the instrument. .� Notary Public — CaAfornla Orange County My Comm. Expires Ju123, 19W WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: -SMSA Document Date: Sl -7 f Number of Pages: Signer(s) Other Than Named Above: Ga • I HuWmi, JeA C14 e SSA .-, f�-[ C'idv- -- ,S Capacity(ies) Claimed by Signer(s) Signer's Name: _-7ti'l" _Daf El Individual ❑ Corporate Officer Title(s): ❑ Partner — C Limited ::1 General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian 9r Conservator Other: a'►' Signer Is Representing: Signer's Name: e Individual Corporate Officer Title(s): Partner — Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: 1�t. /?/,.-E i Signer Is Representing: &ACk ® 1995 National Notary Association • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll -Free 1.800-876-6827 DATE (MM/DD/YY) 06/30/98 J&H MARSH & MCLENNAN, INC. P. O. BOX 193880 SAN FRANCISCO, CA. 94119-3880 INS,jRED AIRTOUCH CELLULAR AIRTOUCH COMMUNICATIONS, INC. ATTN: BRUCE A. ARMS -Risk Manager ONE CALIFORNIA STREET SAN FRANCISCO CA 94111 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A RELIANCE NATIONAL INDEMNITY COMPANY B NIA COMPANY C COMPANY D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS -SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR I TYPE OF INSURANCE I POLICY NUMBER POLICY I DATE (MM/DDT/YY) I IVE PDA E ( MPDDT/YY)N I LIMITS GENERAL LIABILITY GENERAL AGGREGATE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY NGBO12807602 12/01/97 12/01/98 PRODUCTS - COMP/OP AGG $ 1,000,000 CLAIMS MADE ❑X OCCUR PERSONAL & ADV INJURY $ 1,000,000 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE (Anyone fire) $ 1,000,000 MED EXP (Anv one person) $ 5,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HPED AUTOS 1 T FORM t BODILY INJURY NON•OWNEDAUTOS�1 ,-+ y Attorney (Per accident) �-. Deut CIly lbChB I PROPERTY DAMAGE $ By' �� Y GARAGE LIABILITY / AUTO ONLY - EA ACCIDENT $ ANY AUTO �7/ �/ OTHER THAN AUTO ONLY: / EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ A WORKERS COMPENSATION AND NWA012806802 12/01/97 12/01/98 X I STATUTORY LIMITS NWA012806902 12/01/97 12/01/98 EACH ACCIDENT $ 1,000,000 EMPLOYERS' LIABILITY THE PROPRIETOR/ INCL DISEASE - POLICY LIMIT $ 1,000,000 PARTNERS/EXECUTIVE OFFICERS ARE: EXCL DISEASE - EACH EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS (LIMITS MAYBE SUBJECT TO RETENTIONS) CERTIFICATE HOLDER IS AN ADDITIONAL INSURED SOLELY AS RESPECTS THE LIABILITY ARISING OUT OF GROUND LEASE AGMT FOR PROPERTY LOC is 3831 WARNER AVENUE, HUNTINGTON BEACH, CA FILE: BOLSA BEACH - CITY WAIVER OF SUBROGATION IS INCLUDED. CC: JO ANN DICKERSON @AIRTOUCH CELLULAR FAX (714) 222-8041 CITY OF HUNTINGTON BEACH ATTN: CITY CLERK 2000 MAIN STREET HUNTINGTON BEACH CA 92647 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL EiQWilYd006(MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Al POLICY NUMBER: NGBO12807602 POI 0 COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name or Person or Organization: City of Huntington Beach, It's Agents, Officers and Employees 2000 Main Street Huntington Beach, CA 92647 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement). WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. A� � � P,'-- ALTO FORM City Attorney GAit: By. peputjl City Named Insured: AIRTOUCH CELLULAR AIRTOUCH COMMUNICATIONS, INC. ONE CALIFORNIA STREET SAN FRANCISCO, CA. 94111 CG 20 10 1185 Copyright, Insurance Services Office, Inc. 1984 1998 JUL - 6 AM ! 1: 19 13EP IVED CITY ATTORNEY HUNTINGTON BEACH 1 L, fe CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK December 4, 1998 Gary L. Granville, County Clerk -Recorder P. 0. Box 238 Santa Ana, CA 92702 Enclosed please find a Memorandum of Lease by and between the City of Huntington Beach and Los Angeles SMSA Limited Partnership to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed copy of the Memorandum of Lease when recorded and return to this office in the enclosed self-addressed stamped envelope. C�' -.1 & 0'�"T Connie Brockway, CIVIC City Clerk Enclosures g:\followup\deedltr:Memorandum of Lease SMSA/AirTouch ( Telephone: 714-536.5227 ) P RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH P O BOX 190 - 2000 MAIN STREET HUNTINGTON BEACH CA 92648 (Re: Bolsa/Huntington Beach) CITY OF HUNTINGTON BEACH, a municipal corporation MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of August 7, 1998, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP ("Lessee"). RECITALS WHEREAS, Lessor and Lessee have executed that certain Master Communications Site Lease Agreement ("Lease") dated as of August 3, 1998, and Schedule No. 1 pursuant to that Lease, covering certain premises ("Premises") situated on certain real property located in the City of Huntington Beach, County of Orange, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS, Lessor and Lessee desire to record notice of the Lease covered by such Schedule, in the Official Records of Orange County, California; NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows: Demise. Lessor has leased the Premises to Lessee (together with access rights), and Lessee has hired the Premises from Lessor, subject to the terms, covenants and conditions contained in the Lease. 2. Expiration Date. The term of the Lease ("Term") is scheduled to commence as provided for in the Lease and shall expire five (5) years thereafter, subject certain options to extend the Term pursuant to the Lease. This document Is soieiy for than official business of the City of Huntington Beach, as coAtem- SF/s:PCD:A9ree:Schd-#7 plated undE;y Government Code RLS 97-997 Sec. 6103 and should be recorded 9/25/98 - #3 free of charge. Exampt-Government Agency CITY OF HUNTINGTON BEACH 4enle Brockway, C Clerk puty City a ,c 3. Lease Controlling. This Memorandum is solely for the purpose of giving constructive notice of the Lease. In the event of conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall control. IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above.. APPROVED AS TO FORM: `=yam kiWtAttorney �. ys� Y �► �'6�- q/Z 6 i 6 SF/s:PCD:Agree: Schd-#7 RLS 97-997 9/24/98 - #3 LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION ATTEST: City Clerk /2/-ys- LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, Corporation, its g, LIM Vice President, Engineering & Operations Loy By: zej Hal Crookes, Assistant Secretary 11 EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: THAT PORTION OF THE EASTERLY 50 ACRES OF FRACTONAL NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 30, TOWNSHIP 5 SOUTH, RANGE 11 WEST, S. B. B. & M., PARTLY IN THE RANCHO LA BOLSA CHICA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING ALSO, A PORTION OF TIDE LAND LOCATION NO. 221 RECORDED APRIL 4, 1903 IN BOOK 1, PAGE 205 OF PATENTS OF ORANGE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO SUNSET LAND AND WATER COMPANY, RECORDED JANUARY 6, 1922 IN BOOK 411, PAGE 57 OF DEEDS, SAID CORNER BEING LOCATED 20 CHAINS SOUTH AND 54.81 CHAINS REST OF THE SOUTH QUARTER CORNER OF SECTION 20, TOWNSHIP 5 SOUTH, RANGE 11 WEST, S. B. B. & M., SAID CORNER BEING IN THE CETERLINE OF LOS PATOS AVENUE 60 FEET WIDE, AS DESCRIBED IN THE DEED TO THE COUNTY OF ORANGE, RECORDED DUNE 17, 1901 IN BOOK 71, PAGE 16 OF DEEDS; THENCE NORTH 89045' EAST 50 FEET ALONG THE CENTERLINE OF SAID LOS PATOS AVENUE; THENCE AT RIGHT ANGLES TO SAID LOS PATOS AVENUE, NORTH 00°14' WEST 330 FEET; THENCE PARALLEL TO AND DISTANT 330 FEET FROM SAID CENTERLINE OF LOS PATOS AVENUE, SOUTH 89°45' WEST 307.48 FEET, MORE OR LESS, TO AN INTERSECTION WITH THE NORTHEST LINE OF THE LAND DESCRIBED IN THE ABOVE MENTIONED DEED RECORDED IN BOOK 411, PAGE 57 OF DEEDS; THENCE SOUTH 38°11' 45" EAST 418.56 FEET, MORE OR LESS, ALONG SAID NORTHEAST SIDE LINE OF SAID LAND, TO THE POINT OF BEGINNING, EXCEPT THEREFROM ANY PORTION LAYING SOUTHERLY OF A LINE PARALLEL WITH AND SOUTHERLY 1320 FEET FROM THE NORTH LINE OF SAID SECTION 30. 3 S F/s: PC D: Agree: S ch d-# 7 RLS 97-997 7/28/98 - #3 STATE OF CALIFORNIA ) COUNTY OF I Rio P�/;-nj On Qc-4d-er 21, I ygJ0 before me, MaA.y M• (41land, w persoally appeared f -1 a/ Cvoo K e s , personally known to me (or 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 signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature: MARY IA. HOLLAND Commission i 1119894 -. Notary "'.. — C.. � e-crga County My Dec 15, 2000 7 SF/s:PCD: Agree: Schd-#7 RLS 97-997 7/28/98 - #3 STATE OF (4C,! Go 2N i R ) ss. COUNTY OF bz4-)V&�E _ ) On 0c4t b-e,i- - , 1998, before me, /14 a-,-y M . 4 ffa Kd' notary public, personally appeared Jeff Chessher, personally known to me (or 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. WITNESS my hand and official seal. MARY M. HOLLAND Commission t 1119894 i -a Notary PuWc — CalUomla S Ow" County My Comm. Expires Dee 15, 2= Signature: [ 40 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of On 2)e Cc.►u- tat-, 2. / 95' P before me, 64_Lc ei2_ A. Date {� Name and Title of Officer (e. Jane Doe. Notary Public") personally appeared J'�-f �eo arm! �orL/'Li�- Name(s) of Signer(s) --?3Q)ersonally known to me - OR 0= - to.be the person whose names re subscribed to the within instrument and acknowledged to me that 4944gg yfF ..executed the same in+l,�a authorized capacity((B), and that by h4Asignature,�5on the instrument the persorP , LAURAA. NELSONIf or the entity upon behalf of which the personMacted, Commission # 1OW63 � executed the instrument. Notary Public — California orange County My Comm. Expires JLA 23, IW9 WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:-�^'��'"' Document Date: F I % f Number of Pages: Signer(s) Other Than Named Above: j4 C 4 e ST1494 Cr-evk—s Capacity(ies) Claimed ��ll7aime��d"" by Signer(s) Signer's Name: �ci*,' X�/ _Delff�oa�% ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General El Attorney -in -Fact L�' Trustee ❑ Guardian r Conservator Other: a_e Top of thumb here Signer Is Representing: = Signer's Name: 71 Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: , /V"& Signer Is Representing: &tm ttt 01995 National Notary Association • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park. CA 91309-7184 Prod. No. 5907 Reorder: Call Toll -Free 1.800.876.6827 • 0 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK December 23, 1998 Mr. Peter Martinez Pillsbury, Madison & Sutro, LLP Attorneys At Law 650 Town Center Drive, Seventh Floor Costa Mesa, California 92626=7122 Dear Mr. Martinez; CALIFORNIA 92648 Enclosed please find the conformed copy of the Memorandum of Lease and a certified copy of the recorded document of the Memorandum of Lease By And Between the City Of Huntington Beach And Los Angeles SMSA Limited Partnership. Sincerely, Connie Brockway City Clerk Enclosure: Memorandum of Lease CC: Scott Field, Deputy City Attorney Carolyn Strook, Fire Department G:Followup/jc:airtouch.doc (Telephone: 714-536.5227 ) 40 0 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK December 10, 1998 Mr. Peter Martinez Pillsbury, Madison & Sutro, LLP Attorneys At Law 650 Town Center Drive, Seventh Floor Costa Mesa, California 92626-7122 Dear Mr. Martinez; CALIFORNIA 92648 Enclosed please find an executed original of the Master Communications Site Lease Agreement Between The City Of Huntington Beach And Los Angeles SMSA Limited Partnership and a certified copy of the Memorandum Of Lease By And Between The City Of Huntington Beach And Los Angeles SMSA Limited Partnership that was sent to the Recorders Office for recordation. When the conformed copy of the Memorandum of Lease is received from the Recorder's Office the City Clerk's Office will forward it to you, as well as sending you a copy of the final recorded document when it is received. Sincerely, , -Y Connie Brockway City Clerk' Enclosure: Agreement and Memorandum of Lease CC: Scott Field, Deputy City Attorney Carolyn Strook, Fire Department G:Fo11owup/jc:airtouch.doc ( Telephone: 714-536-5227 ) City of Huntington Beach I t' P. O. Box 190 - 2000 Main Street r • Huntington Beach, California 92648 HUNTINGTON BEACH From the desk of: Connie Brockway, CMC City Clerk Telephone: (714) 536-5404 Fax: (714) 374-1557 12-1, LG C t��=�•� ij?y; �cv �.,1.-f ` ., t!%i�� 1 ;f`.GC;V � r�ra�• — (�/�Y�- �S"`'�V • f '� r I `t i� tliA �7Zi') _ ! �* " �J l/i/ 1 fir ✓ i _ I 49_y� �{//f�i: tGf.✓"!f� ��ir/ v`•c�U�Yf W��. /"/ ��C�s�V L/ � ��� i' Pillsbury Madison & Sutro LLP Writer's direct dial number / email: 714/436-6872 martinez_pw@pillsburylaw.com October 23, 1998 VIA OVERNITE EXPRESS Ms. Colleen E. Keith City of Huntington Beach Fire Department 2000 Main Street Huntington Beach, California 92648 0 ATTORNEYS AT LAW 650 TOWN CENTER DRIVE, SEVENTH FLOOR COSTA MESA, CALIFORNIA 92626-7122 TELEPHONE: (714) 436-6800 FAX: (714) 436-2800 internet: pil/sburylaw.com Re: Proposed Master Communications Site Lease Agreement between the City Huntington Beach (the "City") and Los Angeles SMSA Limited Partnership (the 'Partnership") (Bolsa Beach/Huntington Beach) Dear Ms. Keith: Enclosed for execution by the City is one (1) original of the Memorandum of Lease Agreement for the Warner Fire Station site. The enclosed document has already been executed by the Partnership. I understand that you will see the Memorandum is recorded in the County Recorder's Office. After you have obtained the City's execution of the Memorandum, please return one original each of (i) the "Master Communications Site Lease Agreement", (ii) the "Schedule of Leased Property for Fire Station No. 7", (iii) the License Agreement b hehe Cites d the Partnership for the Warner Fire Station site, and (iv) a � (f the full xe ecuted Memorandum with a conformed co� py from the Recorder's Offic once you receive it .-----M-�-" Thank you for your assistance in this matter. Very truly yours, Peter W. Martinez Enclosures cc: Harold R. Crookes, Esq. (w/o enc.) Mr. Tom Ciccone (w/enc.) ORANGE COUNTY LOS ANGELES NEW YORK SACRAMENTO SAN DIEGO SAN FRANCISCO SILICON VALLEY WASHINGTON, D.C. TOKYO 21260348. ZING Y �DUNir Gail Hutton City Attorney September 25, 1998 A OFFICE OF CITY ATTORNEY P.O. Box 190 2000 Main Street Huntington Beach, California 92648 Peter W. Martinez Pillsbury Madison & Sutro LLP 650 Town Center Drive, Seventh Floor Costa Mesa, CA 92626-7122 Re; Memorandum of.Master Communications Site Lease and Schedule No. 1 for Warner Fire Station Site Dear Peter: 0 Telephone (714) 536-5555 Fax (714) 374-1590 As you may recall, on August 28, 1998, you sent Colleen Keith re -executed copies of the Master Agreement, Schedule for Fire Station No. 7, License Agreement and Memorandum of Lease. However, we just noticed that the Memorandum of Lease did not incorporate the revision to paragraph 2 that stated that the lease begins on the date as provided for in the Master Lease (i.e., the date the building permit is issued), and not a date certain. Consequently, we need to correct the Memorandum of Lease and re -execute it before a notary. Enclosed please find two originals of the Memorandum of Lease. Would you please arrange for Mr. Chessher and Mr. Crookes to re -execute these documents before a notary. As soon as you return them to us, the City Clerk will have them recorded and return one original to you. Please excuse our confusion on this item, but I think we are close to having it all straightened out. Please feel free to call me if you have any questions. Very truly yours, C '-� Scott F. Field Deputy City Attorney Enclosures c: Colleen E. Keith SF-98letters:PM&S0924 09/25/98 - #3 Pillsbury ATTORNEYS AT LAW 650 TOWN CENTER DRIVE, SEVENTH FLOOR COSTA MESA, CALIFORNIA 92626-7122 TELEPHONE: (714) 436-6800 FAX: (714) 436-2800 £I R inlentel: pillshurylaw.cont Madison & Sutro LLP Writer's direct dial number / email: 714/436-6872 martinez_pw@pillsburylaw.com August 28, 1998 VIA OVERNITE EXPRESS Ms. Colleen E. Keith City of Huntington Beach Fire Department 2000 Main Street Huntington Beach, California 92648 Re: Proposed Master Communications Site Lease Agreement between the City Huntington Beach (the "City") and Los Angeles SMSA Limited Partnership (the "Partnership") (Bolsa Beach/Huntington Beach) Dear Ms. Keith: Enclosed for execution by the City are the following undated documents which have already been executed by the Partnership: 1. Two (2) originals of the "Master Communications Site Lease, Agreement" between the City and the Partnership; 2. Two (2) originals of the "Schedule of Leased Property for Fire Station No. 7; 3. Two (2) originals of the License Agreement between the City and the Partnership for the Warner Fite Station site; and 4. Two (2) originals of the Memorandum of Lease Agreement for the Warner Fire Station site. ORANGE COUNTY LOS ANGELES NEW YORK SACRAMENTO SAN DIEGO SAN FRANCISCO SILICON VALLEY WASHINGTON, D.C. HONG KONG TOKYO 21239179. Ms. Colleen E. Keith August 28, 1998 Page 2 Please have all originals executed by the City and return one fully executed original of each document to this office. Please call if you have any questions. Very truly yours, Peter W. Martinez Enclosures cc: Harold R. Crookes, Esq. (w/o enc.) Mr. Tom Ciccone (w/enc.) 21239179. City of Huntington Beach P. O. Box 190 - 2000 Main Street Huntington Beach, California 92648 '-'j HUNTINGTON BEACH From the desk of Connie Brockway, CMC City Clerk Telephone: (714) 536-5404 Fax: (7114) 374-1557 7b I 11F-2 r W, 777 L951-VLE (VIL) :XUA 09Z5-9f5 (171L) :ouoqdaloL j.iolD�!D,(jndo(j /IYZ OSED a110E[Vf jo 31sop Qqfftioij H:)V39 NOIDNIINnH 8V9Z6 91u.1001120 1puag uoj9u!junH 120JIS u!'RW OOOZ - 061 x09 PROft U012UPUnHiO AD