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HomeMy WebLinkAboutLos Angeles SMSA Limited Partnership, dba Verizon Wireless - PlanCom Inc. Permitted to Work on Behalf of Verizon - 2008-08-18Council/Agency Meeting Held: d P dd0r Deferred/Continued to: App ve ® Conditionally Approved ® Denied Ci lerks.$ignatureQ Council Meeting Date: 8/18/2008 -T Department ID Number: ED 08-32 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBE .. S, r" SUBMITTED BY: PAUL EMERY, INTERIM CITY ADMINISTRATOR PREPARED BY: DUANE OLSON, FIRE CHIEF eF, �6r Dso STANLEY SMALEWI DIRECTOR OF ECONOMIC DEVELOPMENT JENNIFER MCGRATOFY ATTORNEY SUBJECT: APPROVE FIRST AMENDMENT TO MASTER LEASE AGREEMENT WITH LOS ANGELES SMSA LIMITED PARTNERSHIP,DBA VERIZON WIRELESS AND ENTER INTO A NEW LICENSE AGREEMENT AND SCHEDULE FOR A WIRELESS TELECOMMUNICATIONS FACILITY AT EDWARDS FIRE STATION Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The City Council is asked to approve the First Amendment of the Master Communications Lease Agreement between the City and Los Angeles SMSA Limited Partnership, DBA Verizon Wireless and enter into a new license agreement and schedule for a telecommunications facility at Edwards Fire Station. Funding Source: Not applicable, Recommended Action: Motion to: 1. Authorize the Mayor and City Clerk to approve and execute the First Amendment to Master Communications Site Lease Agreement between the City of Huntington Beach and Los Angeles SMSA Limited Partnership, DBA Verizon Wireless and enter into a new license agreement, Schedule, and Memorandum of Lease for a telecommunications facility at Edwards Fire Station, 18591 Edwards Street. 2. Direct the City Clerk to record the Memorandum of Lease. 3. Delegate authority to the Director of Economic Development and Fire Chief to execute other related documents. REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 8/18/2008 DEPARTMENT ID NUMBER: ED 08-32 Alternative Action(s): Do not approve either the First Amendment to the Master Communications Site Lease Agreement between the City of Huntington Beach and Los Angeles SMSA Limited Partnership, DBA Verizon Wireless and/or new agreement for a facility at Edwards Fire Station. Analysis: In August 1998, the City entered into a Master Communications Site Lease Agreement with Los Angeles SMSA Limited Partnership DBA Verizon Wireless (Master Lease) which sets forth general terms and conditions that govern the use of City owned property for Verizon's telecommunication facilities. The Master Lease is structured so that when Verizon requests additional facilities, a separate schedule or amendment for that site is executed and made a part of the Master Lease. (See Exhibit B to Amendment). Currently, Verizon Wireless has two locations under schedules to the Master Agreement (200 Main St. and Warner Fire Station). Subsequent to execution of that Master Lease, Verizon requested a permit to install a telecommunication facility on the City's public right of way. This request was outside the scope of the Master Lease as the proposed location was not on City owned property but in the public right of way. The City denied Verizon's request. Verizon sued the City for its failure to issue a permit challenging the City's authority to deny a permit to a public utility to install a telecommunication facility in the public right of way. The City and Verizon entered into a settlement agreement whereby Verizon would site the new telecommunication facility on City owned property and enter into an agreement pursuant to the terms of the Master Lease. Verizon Wireless proposes to construct the new telecommunication facility on the Edwards Street Fire Station property which will also include a tsunami siren to be used by the Fire Department. A specific site plan has been reviewed and approved by the Design Review Board and Planning Department (See Exhibit B to Schedule). The Edwards Fire Station site will be the third location under this Master Agreement. The term of the agreement will be for five (5) years with renewal options of three (3) additional five (5) year terms. The initial rent will be $2,500 per month with an annual increase of four (4) percent. Verizon Wireless will pay for the installation and cost of the tsunami siren and the pole. The City will abate Verizon's rent for approximately eighteen (18) months to reimburse Verizon for installation of the siren and pole (approximately $45,000). Ultimately, the City will retain ownership of the siren and pole and be responsible for maintaining and repairing the siren. Subsequent to the abatement period, this site will generate over $30,000 a year in revenue to the City. Staff is seeking City Council approval for the telecommunications facility at the Edwards Fire Station. The approval of this action would be an added benefit to the community by providing -2- 8/4/2008 12:51 PM REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 8/18/2008 DEPARTMENT ID NUMBER: ED 08-32 improved wireless service along with an all risk emergency alerting system, as well as increasing revenue to the City's general fund. Strategic Plan Goal: C-2 Provide quality public service with the highest professional standards to meet community expectations and needs, assuring that the City is sufficiently staffed and equipped overall. , Environmental Status: Not applicable. Attachment(s): 1. Master Communications Site Lease Agreement Between the City of Huntington Beach and Los Angeles SMSA Limited Partnership dated August 3, 1998. 2. First Amendment to Master Communications Site Lease Agreement Between the City of Huntington Beach and Los Angeles SMSA Partnership, DBA Verizon Wireless with attached exhibits. 3. Schedule #3 for 18591 Edwards Street, Huntington Beach, CA (includes Memorandum of Lease and License Agreement). 4. Certificate of Insurance. -3- 8/8/2008 11:27 AM ATTACHMENT #1 ..... .... ....................... ...... .To - MASTER COMMUNICATIONS SITE LEASE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LOS ANGELES SMSA LIMITEID PARTNERSHIP THIS MASTER C MMUNICATIONS SITE LEASE AGREEMENT ("Lease") is entered into this .Trd of A±4[l)`t- 1991 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. SF/s:PCD:Agree:Mstrcomm RLS 97-997 7128198 - #2 Section 1.04 Terns 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 - TAXIES 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 7128/98 - #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/sTMAgreeNstreomm 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 SF/s:PCD:Agree:Mstrcomm 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 fixture. 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 RLs 97-997 7/28198 - #2 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, Fold 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. 6 SF/s: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 SF/s:PCD:Agree:Mstrcomm RLS 97-997 7/28/98 - #2 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, environmentai 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/sTMAgreeNstreomm RLS 97-997 7/28198 - #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. 9 SF/sTMAgreeNstreomm 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/sTM AgreeNstreomm 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 parry 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 parry, Lessor or Lessee, required to perform the act. 11 SF/s:PCD:Agree: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/sTMAgreeNstreomm 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 SF/s:PCD:Agree:Mstrcomm RLS 97-997 7/28/98 - #2 Section 11.10 Memorandum of Lease Upon request either party may require that a Memorandum of Lease for any Schedule be recorded in the form of Exhibit "C". IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 1;"W day of ry , 199 f at Huntington Beach, California. LESSEE: VENDOR, LOS ANGELES SMSA LIMITED PARTNERSHIP, a California Limited Partnership , By: AirTouch Cellular, a Corporation, its Gene LESSOR: CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION Mayor By Chessher Title' i e President, Engineering & Operations ATTEST: City Clerk REVIEWED AND APPROVED: Cii dministrator By: d= e-- Name: Hal Crookes Title: Assistant Secretary APPROVED AS TO FORM: i�✓City Attorney .> - 4 fs)* 14 SF/s:PCD:Agree:Mstrcomm RLS 97-997 7/28198 - #2 INITIATED AND PROVED: Fire Chief f 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: 15 SF/sTMAgee:Mstrcomm 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 7199 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 SF/s TMAgree:Mstrcomm RLS 97-997 7/28/99 - #2 The Lessor's property of which Premises are a part is legally described as follows: 17 SF/s:PCD:Agree:Mstrcomm RLS 97-997 7/29/99 - #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/sTMAgreeNstreomm RLS 97-997 7/28/98 - #2 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: 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 on or before and shall expire five (5) years thereafter, subject certain options to extend the Term pursuant to the Lease. 19 SF/s:PCD:Agree:Mstrcomm RLS 97-997 7/28/98 - #2 a + r a � 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 7/28198 - #2 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 SF/s:PCD:Agree:Mstrcomm RLS 97-997 7/28/98 - #2 ATTACHMENT #2 FIRST AMENDMENT TO MASTER COMMUNICATIONS SITE LEASE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON WIRELESS This FIRST AMENDMENT TO MASTER COMMUNICATIONS SITE LEASE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON WIRELESS ("Amendment") is made this jffl"day of R?,(4US-r , 2008 (the "Effective Date"), by and between The City of Huntington Beach, a Municipal corporation ("Lessor"), and Los Angeles SMSA Limited Partnership, dba Verizon Wireless ("Lessee"), with reference to the facts set forth in the Recitals below: RECITALS A. Lessor is the owner of that certain property within the City of Huntington Beach ("Lessor's Property") B. Lessor and Lessee have entered into that certain Master Communications Site Lease Agreement between the City of Huntington Beach and Los Angeles SMSA Limited Partnership dated August 3, 1998 (the "Master Lease") concerning the placement of communication facilities on portions of Lessor's Property, together with utility cable space, a right of access and a right to install utilities (the "Premises"). The Premises are more particularly described in Schedules, which have been and may be in the future, executed by Lessor and Lessee. C. The parties now desire to amend certain provisions of the Master Lease, including the form of the Schedules, all as more particularly described 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. Applicability. The provisions of this Amendment shall only apply to Schedules entered into after execution of this Amendment unless expressly stated otherwise herein. 2. Use. Section 1.02 of the Master Lease is hereby deleted in its entirety and replaced with the following: "The Premises may be used by Lessee for the installation, operation, and maintenance of telecommunications antennas and equipment, and related communications facilities." 3. Term. The term of all Schedules entered into prior to the effective date of this Amendment shall be governed as provided in the original Master Lease. Notwithstanding anything to the contrary in Section 1.04, the term of all Schedules entered into after the Effective Date of this Amendment shall be for _five .(5) years, commencing (the "Commencement Date") with the issuance of a local building permit allowing Lessee to construct its communications facilities on the Premises, or the date set forth in each Schedule, whichever is earlier, provided in no event shall the Commencement Date be prior to the date of the full execution of the applicable Schedule. Unless otherwise expressly agreed in a subsequent Schedule, Lessee shall have the right to extend the Term of the Lease for the Premises for the number of additional terms ("Renewal Terms") as set forth in each Schedule. The Term of each Schedule shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor in writing of Lessee's intention not to extend at least thirty (30) days prior to the expiration of the original Term or Renewal Term. Notwithstanding anything to the contrary in the Master Lease or this Amendment, Lessee and Lessor hereby agree that the initial term of Schedule #1, dated August 3, 1998, commenced on December 2, 1998, the current term expires November 30, 2008. and as of June 1, 2008, Lessee has four (4) Renewal Terms remaining (which shall be subject to extension as provided above). Active\6420022.3 4. Rent. Section 1.05(a) of the Master Lease is hereby amended to provide that the Rent for the initial Term of each Schedule entered into following the Effective Date, shall be as set forth in the Schedule. Otherwise, Section 1.05 of the Master Lease shall remain in full force and effect. 5. Improvements and Access. The following language shall be added as Section 3.01(0 to the Master Lease: "(f) Lessee shall construct a sound wall around any noise generating facilities supporting Lessee's telecommunications facility, such that the sound immediately outside the sound wall shall not exceed 55db. Lessee agrees to provide a independent third party expert to verify decibel level upon request of Lessor. Said expert shall be subject to approval of Lessor ,which approval shall not be unreasonably withheld, conditioned or delayed. After testing, in the event the sound immediately outside the sound wall exceeds 55db, Lessee shall, mitigate the noise level using all commercially practicable means, which means shall be subject to the approval of the City (which approval shall not be unreasonably withheld, conditioned or delayed)." 6. Interference. Section 4.01 (b) of the Master Lease is hereby deleted in its entirety and replaced with the following: "Lessee's Facilities shall not disturb the communications configuration equipment and frequency that exist on the Lessor's Property on the commencement date of operations of Lessee's Facilities. In no event shall Lessee's operations interfere with Lessor's public safety communications or 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 Communicatioins Commission ("FCC") requirements. Lessor shall not permit the use of any portions 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 communcations 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 parry's communications operations. Except as otherwise provided in this Section 4.01(b), Lessor shall not use any portion of Lessor's Property subsequent to the installation of Lessee's Facilities on the Premises which interferes in any way with the then existing communications operation of Lessee, provided that if Lessor's communications operation were installed prior to Lessee's Facilities, then Lessee's Facilities shall not interfere with Lessor's then existing communications operations." 7. Indemnity. Section 5.01 of the Master Lease is hereby deleted in its entirety and replaced with the following: "(a) Lessee shall indemnify, defend and hold Lessor its officers, employees, successors and assigns, harmless from and against any and all loss, cost, claim or liability ("Claims") occurring on the Premises and arising out of or connected with the operations of Lessee, its officers, agents, employees, or contractors at Lessor's Property, except for Claims arising out of (i) the negligence or willful misconduct of Lessor, its officers, agents, employees, or contractors; (ii) the violation of law by Lessor, its officers, agents , employees, or contractors; (iii) the breach of any duty or obligation by Lessor under this Lease; or (iv) any condition relating to the Premises which Lessee has no obligation to repair or maintain. (b) Lessor shall indemnify, defend and hold Lessee, its officers, employees, successors and assigns harmless from and against any and all Claims occurring on Lessor's Property and arising out of or connected with the negligence or willful misconduct of Lessor, its officers, agents, employees, or contractors except for Claims arising out of (i) the negligence or willful misconduct of Lessee, its officers, agents, employees, or contractors; (ii) violation of law by Lessee, its officers, agents, employees, or contractors; (iii) the breach of any duty or obligation by Lessee under this Lease; or (iv) any condition relating to Lessor's Property which Lessor has no obligation to repair or maintain." 8. Insurance. Sections 5.02 through 5.05 of the Master Agreement are hereby deleted in their entirety and replaced with the following: "Section 5.02 Workers Compensation Insurance Active\6420022.3 (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 rated at least A- by AM Best. (c) Lessee shall require all subcontractors to provide such Workers' Compensation Insurance for all of the subcontractors' employees. 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 either include automotive bodily injuryand property damage liability insurance or such insurance may be obtained pursuant to a separate policy. All insurance shall be underwritten by insurance companies in forms reasonably 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. Lessor shall, at its own cost and expense, maintain commercial general liability insurance with limits not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. Section 5.04 Certificate of Insurance; Additional Insured Endorsement (a) Prior to commencing performance of the work hereunder, Lessee shall furnish to Lessor certificates of insurance subject to reasonable 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 Iprompt and timely manner, the premiums on all insurance hereinabove required. (c) A certificate of insurance naming the Lessor, its officers and employees as Additional Insureds on Lessee's liability policy 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 Claims. Lessor and Lessee hereby waive and release any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Premises or to property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether Active\6420022.3 or not, or in what amounts, such insurance is now or hereafter carried by the Lessor and Lessee, or either of them. These waivers and releases shall apply between the Lessor and Lessee, and they shall also apply to any claims under or through either Lessor or Lessee, as a result of any asserted right of subrogation. All such policies of insurance obtained by either Lessor or Lessee concerning the Premises or property shall waive the insurer's right of subrogation against the other party." 9. Termination. Section 6.02 of the Master Agreement is hereby deleted in its entirety -and replaced with the following: "6.02 Termination. (a) If, during the Term, there is a determination made pursuant to an unappealable order of a county, state, or national governmental health agency having proper jurisdiction that Lessee's use of the Premises poses a human health hazard which cannot be remedied, then Lessee shall immediately cease all operations on the Premises and Lessee's right under such affected Schedule shall terminate as of the date of such order. In the event the Federal Communications Commission, or any successor agency, makes a determination which is final and non -appealable or which is affirmed and becomes final after the exhaustion of all available appeals concluding that the Lessee's use as set forth in this Lease presents a material risk to the public health or safety, Lessor may terminate this applicable Schedule upon sixty (60) days notice to Lessee. (b) Lessee may terminate a Schedule by notice to Lessor (i) if Lessee does not obtain all permits, consents, easements, non -disturbance agreements or other approvals (collectively "approval") reasonably desired by Lessee or required from any governmental authority or any third party related to or reasonably necessary to operate the Facility, or if any such approval is canceled, expires or is withdrawn or terminated without any fault of Lessee, or (ii) if Lessor fails to have proper ownership of the Premises or the authority to enter into such Schedule, (iii) after the first ten (10) years, upon twelve (12) months written notice to Lessor. Upon termination, all prepaid rent shall be retained by Lessor, unless termination is pursuant to (ii) above or is the result of Lessor's default. (c) Lessor may terminate the applicable Schedule if Lessee fails to perform any of its obligations pursuant to this Lease in relation to a particular Schedule (including all attached Exhibits/Attachments) after giving written notice [and should such failure continue for fifteen (15) days in relation to a monetary breach and thirty (30) days in relation to any non -monetary breach, provided Lessee shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion." 10. Section 7.01 of the Master Agreement is hereby deleted in its entirety and replaced with the following: "Permitted Assignment. Lessee will not assign or transfer this Agreement or sublet any portion of the Premises without the prior written consent of Lessor, which Lessor may deny in its sole and absolute discretion. Notwithstanding the above, Lessee shall have the right to sublease or assign its rights under this Agreement to any of its subsidiaries, affiliates, or successor or legal entities, or to any entity acquiring substantially all of the assets of Lessee, without Lessor's consent. Evidence of such acquisition to be provided to Lessor by Lessee." H . Notice. The addresses set forth in Section 11.02 for notices to Lessor and Lessee are hereby deleted, and replaced with the following: LESSEE: Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Acti v e\6420022.3 Attention: Network Real Estate LESSOR: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: City Clerk, City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Fire Chief, City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Real Estate Services Manager 12. Schedule A. The form of the Schedule attached to the Master Lease as Attachment 1 is hereby deleted, and replaced with the Schedule attached as Exhibit A hereto. 13. Edwards Street Firestation. Concurrently with the execution of this Amendment, Lessor and Lessee agree to enter into that certain Schedule for the Premises located at 18591 Edwards Street, Huntington Beach, California attached hereto as Exhibit B (the "Edward's Schedule"), and upon request by Lessor made concurrently upon the execution of this Master Lease, that certain License Agreement attached as Exhibit D to the Edward's Schedule. The effectiveness of this Amendment is conditioned on the execution of such Schedule within thirty (30) days of the full execution of this Amendment. 14. Continued Effect. Except as specifically modified by this Amendment, all of the terms and conditions of the Master Lease shall remain in full force and effect. In the event of a conflict between any term and provision of the Master Lease and this Amendment, the terms and provisions of the Master Lease shall control. In addition, except as otherwise stated in this Amendment, all initially capitalized terms will have the same respective defined meaning stated in the Master Lease. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. [SIGNATURE PAGE FOLLOWS] Active\6420022.3 IN WITNESS WHEREOF, Lessor and Lessee have caused this FIRST AMENDMENT TO MASTER COMMUNICATIONS SITE LEASE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON WIRELESS to be executed by each party's duly authorized representative effective as of the date first above written. LESSOR: THE CITY OF HUNTINGTON BEACH, a municipal corporation 101 L.�M �I Name: Debbie Cook Title: Mayor Date: August 19, 2008 ATTEST: an Flynn, City Clerk APPR ED AS TO FORM: A--f2� c IJ Jennifer McGrath, City Adrney Ak 9--q-C)e REVIEW AN APPR V o' S • 0 O City AdmimffstraiKor INITIATED AND APPROVED: _0,,� A - Q , /L' �-N-off Duane Olson, Fire ghief r=712 LG & r,1(, j3t1R L., LESSEE: LOS ANGELES SMSA LIMITED PARTNERSHIP, DBA VERIZON WIRELESS, by AirTouch Cellular, its, general partnership By: Name: Walter L. Jones, Jr. Title: West Area,Vice,President, Network AC—TbN& fZIY?-- Ctfilc—F Active\6420022.3 EXHIBIT A TO AMENDMENT rYNr:Ty':101040961 AMENDED FORM OF SCHEDULE This Schedule number , effective , 20 , is governed by the terms and conditions of the Master Communications Site Lease Agreement (the "Master Lease") entered into between LOS ANGELES SMSA LIMITED PARTNERSHIP, dba Verizon Wireless, a California limited partnership. as lessee, and CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION, as lessor, on August 3, 1998, as amended by that certain First Amendment, dated , 2008, 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. [OR OTHER APPLICABLE BUILDING] and is more specifically described in Exhibits A and B. The initial monthly rent under this Schedule is . The Commencement Date is the earlier of the issuance of a local building permit allowing Lessee to construct its communications facilities on the Premises or , provided however, in no event shall the Commencement Date be prior to the full execution of this Schedule. Lessor and Lessee agree that the initial rental payment(s) shall be due on the first day of the month after the Commencement Date. Upon agreement of the Parties, Lessee may pay rent by electronic funds transfer and in such event, Lessor agrees to provide to Lessee bank routing information for such purpose upon request of Lessee. By entering into this Schedule, Lessee acknowledges that its use of the Premises is conditioned upon Lessee obtaining all necessary land use entitlements from Lessor pursuant to the Huntington Beach Municipal Code, including but not limited to a conditional use permit (if needed). The term ("Term") of this Schedule shall be for years, commencing on the Commencement Date. Lessee shall have the right to extend the Term of the Lease for the Premises for (_� additional year Renewal Terms. Lessee shall construct a sound wall around any noise generating facilities supporting Lessee's telecommunications facility, such that the sound immediately outside the sound wall shall not exceed 55db. Lessee agrees to provide a independent third party expert to verify decibel level upon request of Lessor. Said expert shall be subject to approval of Lessor ,which approval shall not be unreasonably withheld, conditioned or delayed. After testing, in the event the sound immediately outside the sound wall exceeds 55db, Lessee shall, mitigate the noise level using all commercially practicable means, which means shall be subject to the approval of the City (which approval shall not be unreasonably withheld, conditioned or delayed). Lessor and Lessee agree to execute that certain Memorandum of Lease attached as Exhibit C hereto. [SIGNATURE PAGE FOLLOWS] Active\6420022.3 —" ,�P r` E._ IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be executed by each party's duly authorized representative effective as of the date first above written. LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION By: _ Name: Date: 2 Active\6420022.3 LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, dba VERIZON WIRELESS, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California corporation, its general Partner Name: Title: Date: EXHIBIT A TO SCHEDULE LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: ActiveA6420022.3 pay EXHIBIT B TO SCHEDULE 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 attached. A final drawing or copy of a property survey depicting the above will replace this Exhibit "B" when initialed by Lessor and Lessee. Notes l . 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. Active\6420022.3 RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: McGuireWoods LLP 1800 Century Park East 8`h Floor Los Angeles, CA 90067 Attn: Re: EXHIBIT C TO SCHEDULE MEMORANDUM OF LEASE MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of , 20, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, dba VERIZON WIRELESS, 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, as amended, 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: 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 ("Term") of this Schedule shall be for , commencing with the issuance of a local building permit allowing Lessee to construct its communications facilities on the Premises, or , provided however, in no event shall the Commencement Date be prior to the full execution of this Schedule.. Lessee shall have the right to extend the Term of the Lease for the Premises for (� additional terms of years each. 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. [SIGNATURE PAGE FOLLOWS] Active\6420022.3 L E7 IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above. 4 LESSOR: THE CITY OF HUNTINGTON BEACH, a municipal corporation By: Name: Title: Mayor Date: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Administrator INITIATED AND APPROVED: Department Head LESSEE: LOS ANGELES SMSA LIMITED PARTNERSHIP, dba VERIZON WIRELESS, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general Partner By: _ Name: Title: Activ66420022.3 h7 CORPORATE ACKNOWLEDGMENT State of California ) County of Orange ) On before me, Notary Public, personally appeared Walter L. Jones. Jr. who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. i certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public State of ) ss. County of Place Notary Seal Above On , 20 , before me, , notary public, personally appeared 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 (Seal) 5 Active\6420022.3 Site: EXHIBIT A TO MEMORANDUM LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: ActiveA6420022.3 EXHIBIT B TO AMENDMENT SCHEDULE FOR 18591 EDWARDS STREET, HUNTINGTON BEACH, CA SCHEDULE # 3 This Schedule number 3, effective , 20 , is governed by the terms and conditions of the Master Communications Site Lease Agreement (the "Master Lease") entered into between LOS ANGELES SMSA LIMITED PARTNERSHIP, dba Verizon Wireless, a California limited partnership ("Lessee") and CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor"), on August 3, 1998, as amended by that certain First Amendment, dated , 2008, and is incorporated herein by this reference. In entering into this schedule, Lessee acknowledges that its use of the Premises (and installation of the Pole) is conditioned upon Lessee obtaining all necessary land use entitlements from the Lessor pursuant to Section 230.96 of the Huntington Beach Zoning and Subdivision Code, including but not limited to a conditional use permit. In addition, execution of this Schedule is conditioned upon the concurrent execution of the License Agreeement (the License Agreement) between Lessee and Lessor (attached as Exhibit D hereto and incorporated herein by reference). The Premises leased to Lessee under this Schedule is described as (a) an approximately 25' 10" by 15' parcel of land for Lessee's equipment (the "Equipment Space"), (b) the entire Pole and underlying ground space, and (c) space for the installation, operation and maintenance of wires, cables, conduits and pipes between the Equipment Space and the Pole, and to/from all necessary electrical and telephone utility sources located within Lessor's Property, which Lessor's Property is commonly known as the City of Huntington Beach, Edwards Fire Station (Station No. 6). Lessor's Property and the Premises is more specifically described in Exhibits A and B. Lessee shall install the fifty foot (50') pole (the "Pole") in the location described and depicted on Exhibit B. Upon the final inspection and approval by Lessor of Lessee's facility in connection with the building permit, the ownership of the Pole shall, without any documentation being required, transfer immediately to Lessor, without warranties (express or implied), in its then existing "as is" condition. Notwithstanding the foregoing, Lessee shall transfer all warranties issued by the manufacturer of the Pole to Lessor. Additionally, within thirty (30) days thereafter, as evidence of such prior transfer of ownership, Lessee shall execute and deliver to Lessor a bill of sale substantially in the form of Exhibit "E," attached hereto and made a part hereof, transferring all of its right, title and interest in the Pole to Lessor. During the term of this Schedule, Lessee will keep the Pole in good repair, at its sole expense, reasonable wear and tear excepted, as required by all applicable federal, state, county and local laws. The initial monthly rent under this Schedule is Two Thousand Five Hundred Dollars ($2,500.00) for the first year of the lease, commencing on the Commencement Date. On the one year anniversary of the Commencement Date (as defined below), said rent shall increase by four percent (4%). The rent shall increase by four percent (4%) each year thereafter during the term of the agreement on each Commencement Date. The Commencement Date is the later of (i) execution of this Agreement, or (ii) the issuance of a building permit to construct a telecommunications facility at Edwards Fire Station. As provided in the License Agreement attached as Exhibit C, the initial monthly rent shall be fully abated from the Commencement Date through the 181h full calendar month thereafter. Upon agreement of the Parties, Lessee may pay rent by electronic funds transfer and in such event, Lessor agrees to provide to Lessee bank routing information for such purpose upon request of Lessee. The term ("Term") of this Schedule shall be for five (5) years, commencing on the Commencement Date. Lessee shall have the right to extend the Term of this Schedule for the Premises for three (3) additional terms ("Renewal Terms") of five (5) years each . The Term of each Schedule shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor in writing of Lessee's intention not to extend at least thirty (30) days prior to the expiration of the original Term or Renewal Term. Active\6420022.3 Lessee shall construct a equipment enclosure around any noise generating facilities supporting Lessee's telecommunications facility. The equipment enclosure shall be designed and built as a "landscape wall" to match the existing block walls, and shall be in conformance with City design reqirements. The equipment enclosure shall be designed and built to ensure the sound immediately outside the enclosure shall not exceed 55 decibels. Lessee agrees to provide a independent third party expert to verify decibel level upon request of Lessor. Said expert shall be subject to approval of Lessor ,which approval shall not be unreasonably withheld, conditioned or delayed. After testing, in the event the sound immediately outside the sound wall exceeds 55db. Lessee shall, mitigate the noise level using all commercially practicable means, which means shall be subject to the approval of the City (which approval shall not be unreasonably withheld, conditioned or delayed). Lessee may perform perform monthly testing of its generator which may exceed 55 decibels. Lessee shall schedule said testing with the Fire Department which times and dates shall be coordinated with the Fire Department. As condition precident to this transaction, Lessor and Lessee agree to execute that certain Memorandum of Lease attached as Exhibit C hereto. [SIGNATURE PAGE FOLLOWS] ActiveA6420022.3 IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be executed by each party's duly authorized representative effective as of the date first above written. LESSOR: THE CITY OF HUNTINGTON BEACH, a municipal corporation By: Name: Title: Mayor Date: ATTEST: Joan Flynn, City Clerk APPROVED AS TO FORM: Jennifer McGrath, City Attorney REVIEWED AND APPROVED: City Administrator INITIATED AND APPROVED: Duane Olson, Fire Chief 4 LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, dba VERIZON WIRELESS, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California corporation, its general Partner By: Name: Title: Date: Walter L. Jones, Jr. West Area Vice President - Network ActiveA6420022.3 Site: EXHIBIT A TO SCHEDULE LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: The land referred to herein is situated in the State of California, County of Orange, City of Huntington Leach, and described as follows: The Ea,,t �(,65 O feet of Panel I as shoe n on a map filed hi book 4' page 25 of Parcel Maps, in the Office of the C OLIJIty Recorder of said C'(,ullt\�. said East ?b5.00 feet hein�* lne<iSured Ott ri;Tht an t{eS fr0111 the cellterlille of Edwards Street, a'- .ho" ri on said parcel Map. Active\6420022.3 I EXHIBIT B TO SCHEDULE 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 attached. A final drawing or copy of a property survey depicting the above will replace this Exhibit "B" when initialed by Lessor. Notes I . 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. ActiveA6420022.3 RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: McGuireWoods LLP 1800 Century Park East 8`h Floor Los Angeles, CA 90067 Attn: Re: EXHIBIT C TO SCHEDULE MEMORANDUM OF LEASE MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of , 2008, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, dba VERIZON WIRELESS, 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, as amended, and Schedule No. 3 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 ("Term") of this Schedule shall be for five (5) years, commencing with the issuance of a local building permit allowing Lessee to construct its communications facilities on the Premises, or the execution of Schedule 3, whichever is later. Lessee shall have the right to extend the Term of the Lease for the Premises for three (3) additional terms of five (5) years each. 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/Schedule and this Memorandum, the terms of the Lease/Schedule shall control. [SIGNATURE PAGE FOLLOWS] Active\6420022.3 IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above. LESSOR: THE CITY OF HUNTINGTON BEACH, a municipal corporation By: Name: Title: Mayor Date: ATTEST: Joan Flynn, City Clerk APPROVED AS TO FORM: Jennifer McGrath, City Attorney REVIEWED AND APPROVED: City Administrator INITIATED AND APPROVED: Duane Olson, Fire Chief LESSEE: LOS ANGELES SMSA LIMITED PARTNERSHIP, dba VERIZON WIRELESS, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general Partner By: Name: Walter L. Jones, Jr. Title: West Area Vice President - Network 4 Active\6420022.3 pL� State of California County of Orange On before me, _ Notary Public, personally appeared _ who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public State of ) ss. County of Place Notary Seal Above On , 20 , before me, , notary public, personally appeared 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 (Seal) 5 Active\6420022.3 Site: EXHIBIT A TO MEMORANDUM LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: The kind referred to herein is situated in the State of California. County of Oranl;e, City of Huntington Beach, and descrihed its follows: The Ea,t 565.00 feet of Parcel I a, ,hox� ji on a map filed in book 42 page 25 of Parcel Maps. in the Office of the Comm Recorder of paid (Rumt said East 565.O0 feet heiw-, ineasured at rii*ht angles tram the c•ettterlirte of Edwards Street. al ,h(-)" n on said Marcel Map. Active\6420022.3 EXHIBIT D TO SCHEDULE LICENSE AGREEMENT This License Agreement is entered into this day of 12008, by and between LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership, dba Verizon Wireless ("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 August 3, 1998, as amended by that certain First Amendment dated , 2008 (collectively, 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 Schedule for the location of SMSA's Facilities at Edwards Fire Station: Fire Station #6, located at 18591 Edwards Street, Huntington Beach, CA (the "Fire Station Site"). The initial rent due the CITY for the Fire Station Site is Two Thousand Five Hundred Dollars ($2,500.00) per month and increased by 4% thereafter as provided in Schedule 3. SMSA is to use Fire Station Site to construct, maintain, repair and operate a 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 Site as more particularly described herein. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 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 Site for purposes of using, maintaining and repairing the equipment described in Exhibit "A" attached hereto (the "City Equipment"). SMSA shall install the Facilities, including a new pole not to exceed sixty feet (60') in height. The antennas shall be as flush to the pole as is reasonably practicable. The Facilities shall be constructed in such a manner so as to support the City Equipment. In addition, SMSA shall purchase the City Equipment, and install such City Equipment, using a manufacturer and contractor reasonably acceptable to City, on SMSA's Facilities pursuant to the manufacturer's specifications at no cost to the CITY (except as provided below). 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 consideration to SMSA for the cost of purchasing and installing the City Equipment (which cost the parties stipulate as equaling approximately $45,000.00), and using space on the Facilities, the Rent (as set forth in the Schedule 2) to be paid by Licensor for the Fire Station Site shall abated as of the Commencement Date until the 18`h full calendar month following the Commencement Date. 2. Maintenance. Once accepted, CITY shall be solely responsible for maintaining and repairing the City Equipment (excluding pole) 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 shal l 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 employees, agents or contractors. CITY shall be responsible for the eventual replacement of the City Equipment and the costs thereof, provided that SMSA shall maintain its Facilities, including that they continue to support the City Equipment. 3. Riahts and Obligations 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 License shall control. Should the License be terminated, or Active\6420022.3 the term of the Lease expire, removal of the SMSA Equipment and the Facilities shall be subject to terms and conditions as specified in the Lease. 4. Term. This License shall remain effective so long as the Lease for the Fire Station Site remains in effect. 5. Indemnification. Except to the extent of the negligence or intentional misconduct of SMSA, 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. Except to the extent of the negligence or intentional misconduct of City, SMSA agrees to protect, defend, indemnify and hold and save harmless City, its officers, employees, agents and affiliated entities (collectively, the "City Indemnities") against any and all liability, claims, judgments, costs (including without limitation, attorneys' fees) and demands, however caused, brought by third parties, arising from SMSA's negligence or intentional misconduct. 6. City 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. (b) CITY shall also carry at all limes 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. (d) City may self -insure for this obligation. 7. City Provided Certificates of Insurance; Additional Insured Endorsement. (a) CITY shall furnish to SMSA certificates 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. 8. City Waiver of Subrog._ation_. 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 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. 9. SMSA Insurance. SMSA shall carry the insurance required to be provided under the Lease. Active\6420022.3 10. Force Majeure - Unavoidable Delays. Should the performance of any act required by this License 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 he 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. 11. Notice. Any written notice, given under the terms of this License, 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 Fire Chief City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Real Estate Services Manager City of Huntington Beach 2000 Main Street CA 92648 TO SMSA Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate SMSA or CITY may from time to time designate any other address for this purpose by written notice to the other Party 12. 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. 13. 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. 14. 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. 15. Time of Essence. Time is expressly declared to be the essence of this Lease. 16. Governing Law. This Lease shall be governed under the laws of the State of California. 17. Survival. Terms and conditions of this Lease which by their sense and context survive the termination or expiration of this Lease, shall so survive. [SIGNATURE PAGE FOLLOWS] Active\6420022.3 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 California limited partnership, dba Verizon Wireless, by By AirTouch Cellular, its general partner By: Name: Walter L. Jones, Jr. Title: West Area Vice President -Network REVIEWED AND APPROVED: City Administrator CITY: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney INITIATED AND APPROVED: Fire Chief Director of Economic Development Active\6420022.3 EXHIBIT "A" CITY EQUIPMENT Active\6420022.3 — o� PLC — EXHIBIT E TO SCHEDULE Bill of Sale THIS BILL OF SALE (the "Bill of Sale") is made as of the day of , 200 , (the "Effective Date") by Los Angeles SMSA Limited Partnership, dba Verizon Wireless, with a mailing address of 180 Washington Valley Road, Bedminster, NJ 07921, Attn: Network Real Estate ("Verizon Wireless") in favor of The City of Huntington Beach, a Municipal corporation ("City"). For good and valuable consideration received by Verizon Wireless, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby: 1. Verizon Wireless hereby sells, assigns, transfers, conveys and delivers to City all of Verizon Wireless' right, title and interest in. and to the fifty foot (50') pole more particularly described and constructed on the land described in Exhibit A-1, attached hereto and incorporated herein by this reference, and each and every component thereof (collectively, "Pole"). 2. Verizon Wireless hereby represents and warrants to the best of Verizon Wireless' current, actual knowledge as follows: (a) Verizon Wireless owns and has merchantable title to the Pole free and clear of all any and all liens, encumbrances and rights of third parties; and (b) The Pole complies with all applicable laws. 3. Except as set forth in the immediately preceding paragraph, the Pole being transferred hereunder is transferred "as is" without any representations or warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose. 4. Nothing in this Bill of Sale is intended to modifiy Verizon Wireless' right to lease the Pole as set forth in that certain agreement between Verizon Wireless and City. IN WITNESS WHEREOF, Verizon Wireless has executed this Bill of Sale as of the day and year first written above. Los Angeles SMSA Limited Partnership, dba Verizon Wireless By: AirTouch Cellular, its General Partner By: Name: Walter L. Jones, Jr. Title: West Area Vice President, Network Active\6420022.3 -- __ - e -I - _- -- _ _e - __ - - - - _ l I f i �, -- J — — ', �. � a. A � t � SCHEDULE FOR 18591 EDWARDS STREET, HUNTINGTON BEACH, CA SCHEDULE # 3 This Schedule number 3, effective , 2008, is governed by the terms and conditions of the Master Communications Site Lease Agreement (the "Master Lease") entered into between LOS ANGELES SMSA LIMITED PARTNERSHIP, dba Verizon Wireless, a California limited partnership ("Lessee") and CITY OF HUNTINGTON BEACH, A MUN[ IPAL CORPORATION ("Lessor"), on August 3, 1998, as amended by that certain First Amendment, dated 2008, and is incorporated herein by this reference. In entering into this schedule, Lessee acknowledges that its use of the Premises (and installation of the Pole) is conditioned upon Lessee obtaining all necessary land use entitlements from the Lessor pursuant to Section 230.96 of the Huntington Beach Zoning and Subdivision Code, including but not limited to a conditional use permit. In addition, execution of this Schedule is conditioned upon the concurrent execution of the License Agreeement (the License Agreement) between Lessee and Lessor (attached as Exhibit D hereto and incorporated herein by reference). The Premises leased to Lessee under this Schedule is described as (a) an approximately 25' 10" by 15' parcel of land for Lessee's equipment (the "Equipment Space"), (b) the entire Pole and underlying ground space, and (c) space for the installation, operation and maintenance of wires, cables, conduits and pipes between the Equipment Space and the Pole, and to/from all necessary electrical and telephone utility sources located within Lessor's Property, which Lessor's Property is commonly known as the City of Huntington Beach, Edwards Fire Station (Station No. 6). Lessor's Property and the Premises is more specifically described in Exhibits A and B. Lessee shall install the fifty foot (50') pole (the "Pole") in the location described and depicted on Exhibit B. Upon the final inspection and approval by Lessor of Lessee's facility in connection with the building permit, the ownership of the Pole shall, without any documentation being required, transfer immediately to Lessor, without warranties (express or implied), in its then existing "as is" condition. Notwithstanding the foregoing, Lessee shall transfer all warranties issued by the manufacturer of the Pole to Lessor. Additionally, within thirty (30) days thereafter, as evidence of such prior transfer of ownership, Lessee shall execute and deliver to Lessor a bill of sale substantially in the form of Exhibit "E," attached hereto and made a part hereof, transferring all of its right, title and interest in the Pole to Lessor. During the term of this Schedule, Lessee will keep the Pole in good repair, at its sole expense, reasonable wear and tear excepted, as required by all applicable federal, state, county and local laws. The initial monthly rent under this Schedule is Two Thousand Five Hundred Dollars ($2,500.00) for the first year of the lease, commencing on the Commencement Date. On the one year anniversary of the Commencement Date (as defined below), said rent shall increase by four percent (4%). The rent shall increase by four percent (4%) each year thereafter during the term of the agreement on each Commencement Date. The Commencement Date is the later of (i) execution of this Agreement, or (ii) the issuance of a building permit to construct a telecommunications facility at Edwards Fire Station. As provided in the License Agreement attached as Exhibit C, the initial monthly rent shall be fully abated from the Commencement Date through the 18`h full calendar month thereafter. Upon agreement of the Parties, Lessee may pay rent by electronic funds transfer and in such event, Lessor agrees to provide to Lessee bank routing information for such purpose upon request of Lessee. The term ("Term") of this Schedule shall be for five (5) years, commencing on the Commencement Date. Lessee shall have the right to extend the Term of this Schedule for the Premises for three (3) additional terms ("Renewal Terms") of five (5) years each . The Term of each Schedule shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor in writing of Lessee's intention not to extend at least thirty (30) days prior to the expiration of the original Term or Renewal Term. Active\6420033.2 Lessee shall construct a equipment enclosure around any noise generating facilities supporting Lessee's telecommunications facility. The equipment enclosure shall be designed and built as a "landscape wall" to match the existing block walls, and shall be in conformance with City design reqirements. The equipment enclosure shall be designed and built to ensure the sound immediately outside the enclosure shall not exceed 55 decibels. Lessee agrees to provide a independent third party expert to verify decibel level upon request of Lessor. Said expert shall be subject to approval of Lessor ,which approval shall not be unreasonably withheld, conditioned or delayed. After testing, in the event the sound immediately outside the sound wall exceeds 55db. Lessee shall, mitigate the noise level using all commercially practicable means, which means shall be subject to the approval of the City (which approval shall not be unreasonably withheld, conditioned or delayed). Lessee may perform perform monthly testing of its generator which may exceed 55 decibels. Lessee shall schedule said testing with the Fire Department which times and dates shall be coordinated with the Fire Department. As condition precident to this transaction, Lessor and Lessee agree to execute that certain Memorandum of Lease attached as Exhibit C hereto. [SIGNATURE PAGE FOLLOWS] Active\6420033.2 IN WITNESS WHEREOF, Lessor and Lessee have caused this Schedule to be executed by each party's duly authorized representative effective as of the date first above written. LESSOR: THE CITY OF HUNTINGTON BEACH, a municipal corporation By:641k,— Name: Debbie Cook Title: Mayor Date: August 19, 2008 ATTEST: oan Flrntf, C AS TO FORM: VV, Jennifer McGrath, City Attey µV t0 �'S• o� REVIEW APPRO ED: City Administrator INITIATED AND APPROVED: :s / A - 4 o9 Duane Olson, Fire C ief 0 LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, dba VERIZON WIRELESS, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California corporation, its general Partner By: Name: Walter L. Jone , W. Title: West Area Vice President - Network Date: 8 C)O $ C Active\6420033.2 Exhibit "A" EXHIBIT A TO SCHEDULE LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: The land referred to herein is situated in the State of California, County of Oran -e, Citv of Huntington Beach, and described as follows: The East 565.00 feet of Parcel I a,, AioN ii oil a mal) filed in hook 4' 1%tpe 25 of Parcel Nlilp�, ill the Office of tile Coulltv Recorder of said Cotmt%, said Fil',t 565.00 feet lleilWl urea>ttred at right awfles from the cellterlille ot, Fdvvarck Street. on said parcelMap. Active\6420033.2 Exhl'ob it "B" EXHIBIT B TO SCHEDULE 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 attached. 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. Active\6420033.2 Title Remit Identification A.e,,W, Parcel hij nba Legal Description THE LAND REFERRED TO HEREIN 6 S'TIATEO IN THE STATE OF CAUFORNIA, COUNTY OE ORANGE CNN OF MUNF—N REAR. AND DESCRIBED AS FOLLOWS THE FIST 56500 FEET OE —EL 1 AS SHOWN ON A MAP FILED IN ROOK 12, PAGE 25 OF PARCEL MAPS. IN THE OFFICE Or ME COUNTY RECORDER OF SRS COUNTY SAID FAST 565 DO FEET DENG MEASURED AT DIGIT ANGLES FROM TIE CENTERLINE OF EDWANDS 5TREET. Geodetic Coordnate lib GEODETIC COORDINATES 'HERE ESTAHJSHED USING 11 C/A IZ C RECEMIS AxD SIR,- PRECISION SOFTWARE FOR POST PROLE Project Desciptlon IM15 5 AN VNMu1NFD TELECOMNUNICATIMN FERSIA OF EDOPAIENF CA4NETS %RRWNCED BY A CIO W P DE NEW SIREN FETE, AN CONNECTION TO EMS TELEPNWE) TO SERNICE THE SITE IF ECOMIIUNCATIONS WHICH CAN CONTINUE TO —IN IN THE EVENT THAT TETERgNE (WIRE) SEMOE 5 INTERRUPTED DURING AN EMERGENCY SITUATION OR NATURAL. DISr6RR ZordCR Data EFISIING SHE USE PROPOSED 9TE USE Landlord — OF IuxnxclON EESCI 2000 MAN STREET "'40TON BEACH, CA 926A6 CONTACT TINA KRALSE. ECONOMIC OEVELOPNENT DEPARES ENT FT.E: (I11) 3Z4-ISZ9 Appbcmt -110N WIRELESS 15505 SAND CANYON AVENUE RUNDING 0 FIRST FLOOR IRMNE, WFORNA 9261E CCNTACL PROPERTY MMNGENENT NONE (949) 2B6-7D00 Architect CR -NEY ATEIT ,, INC I zeal —El ANENUE 11STIN, GALFGRBA 91760 CONTACT TERRY IA2IARO MDNE. E-) 66s-9su0 Site Acaisition / Zodng THE PLANNING CONMIDELM N. MAN RTET ORANGE, ColFORNN 928M 1103 CONTACT GEORCE MIIREZ, SHE AM DEAN BROWN, ZONING MOVE (714) 769-2510 Sweya BERT LAZE k ASSOLATES, IIC 11ee NRWAY AVE 9 ITE /KI COSTA MESq CAUFGRNN 91616 CONTACT BE' TAZE SITE NAME 12841 Nepprt Avenue S ®A ®I�T uetln, CeI nnY 93E80-2111 IRYRI+a u I1141 888-9800 Fax 4714) 6659501 6463 OVERLOOK DRIVE HUNTINGTON BEACH, CALIFORNIA 92648 vedZmwireiess ® 15505 9.nd CenYoe Avenue HdldE D, tet Fleo. Irxns, CalRomla 92618 coved -7 No. 9he.t Tllle (949) 286-2000 s 1 T-w TRIE 9@T 2 c-1 TOPOCiRn1HC 9RVEY SEAPOINT d c-2 TcIfNE Ptx WtAL 6463 Overlook Drive 4 A-0 STTE PLAN t'RntnBton Beach, CA 92648 5 A-Ll D"R® SITE PLAN 6 A-2A ELEVATIONS A-11 HEVATIONS 8 A-10 LEASE AREA MN / LEASE AREA ELEVATONS POLE El"AMN Mardi 7, 2008 Z.ft w-ottzi QD..arYtlnn La... E-1 .. EnneN zenRx gnMYw ZanFR R.vYw, p ® H ® 2-k� R—A, ZRMP RMMNW Appor.e gr InI1We DAY Cemm.r,t. i.nne 9WnM1 11Mleald ze.am KW gib A N 0761A ar[ VZW RF • Da. R g vzw mLwnonllwl 11/15/07 r l nw ux. coP,e. TIME SIfEE . w cwml. xw. Prot M PROPRIETARY INFORMATION T-1.O NOT FOR USE OR DISCLOSURE OUTSIDE lEF7RN WIRELESS EKCEPT uNDER RRITTEN AGREEMENT LEGEND: AC ASPHALT CONCRETE ® BOLLARD BP O BARRYPE GiLLL ® - WALL BD BOLLARD 4$ O-BOUT BE R BOLLARD ROW BE ROW CBTTRtUNE "IH BUSH CHAIN UNtt FENCE WSH BW BACK OF WALL( G('A]1 CABLE N BNx CPD CONCRETE PAD El DRAIN GRATE CONC CONCRETE ® ELECTRIC VAULT CTWB CABLE TV PULL Box HI EDISON PULL OCR ® FWNO MONUMENT DOE EDGE OF CONCRETE FH THEHYDRANT A ^ FRE HYDRANT GUY ANCHOR FG FlNISHED GRADE 0 GAS VALVE FS FlNISHED SURFACE © IRRIGATION CENT- VALVE GL COTTER LIP GTB GATE BOx 0 STOP BRAIN NANR- GTEMH GE MANHOLE ® SEWER N.." Ev IRRIGAPON CONTROL VALVE Ims OW SERF o-p STREET 9. STREET -1 NG N TIRAL CRWlU ® TELEPHONE PAN HOLE OH N- ANG OSFW OUTSIDE FACE OF WILL 1RAFFlC SMNAL PULL Box SL STREET UGH SMH SEVEP NANHOIE <f' ® iRAFTTC SIQI. LIGHT ExTENDEp UPUTY MANHOLE SS STREET SIGN= URutt PRE TC TW OF CURB 0 WATER METER TG TOP BRAIN GRATE TP FORW ® lER V ALVE WRWGHT IRON FENCE TRPN PINEE TREE 1} YARD LIGHT TRSR TELCO RISER UBx UP Box J. UTU1 MANHOLE RSN U1ILITY RISER WA WATER WETFR WATER VALVE COORDINATES. V UTETER 3-1318 N LONGITUDE 1 0055J8" W NAP IN. GEODETIC COORDINATES WERE EBTABUSHEO USING "ASHTECH" LI C/A 12 CHANNEL GPS RECLIVERS AND PRECISION SOFTWARE FOR POST PROCESSING GIR10DO BASIS OF BEAFINGS THE CENTERUNE OF EDWARDS STREET BEING NORTH WEST PER PARCEL MAP, P.M RECOH08 ORANGE COUNT 00'51'28'" OF ASSESSOR'S IDENTIFICATION: ORANGE COUNTY A P N $10-511-13 AREA: 7 000 ACRES PER ORANGE CWNTY ASSESSOR I I 1 I Nw axc� I rREN „wIIHW z APR W-511-08 AP14.110-51F-W APR 110-511-10 li L�3 APR 110-0 7-31 ' --- 52500' - 1 �rxuT� D cw a p ❑ h ®jJ 03ri P A R C L 1 OU-C ®COLOOCATON rnle� d W i usExraR TNix c«+cxFTE � my �sssrcA�'i A%P �"� WIg APx 1"11-14 APR W-5tl-13 olm SEE SHEET C-2 - 1 FOR DETAIL -- P M B 4 2 / 2 - T- 1' :Q I �I � T 125---- ® PAR.B��\ a 1 PAR D ,AN-__-_- B'15'E YI- BENCH MARK: - - - - - - - 52550' APR 110-M-74 - -�/ Io'� �' - - ..... - ORANGE COUNTY-t33-]0 BENCH MARK NO 11 N89}g IN THE SOUTMFAST PART OF THE INTERSECTION OF GOLDENWEST STREET ANC ELUS AVENUE. 30 FT EAST OF THE CENTERUNE OF GOLDEN WEST STREET, aaFT LEGAL DESCRIPTTON: OVERLOOK DRIVE 50UTH OF THE CENTERLINE OF EllIS AVENUE. 65FT SOUTHEAST GE A FIRE HYDRANT , 5-3 FT NORTH OF A LE $1 g50153E. SEF IN THE TOP OF A CONCRETE POST ABOUT i FF NoTHAN TIE STREET REFERRED TO HEREIN IS SITUATED IN THE STATE OF THE LAND R CAUFORNIh CEO_ OF ORANGE, CITY OF HUNTINGTON BEACLI, AND - AND G2 FT HIGHER THAN THE GROUND DESCRIBED AS FOLLOWS THE FAST 56500 FEET OF PARCEL 1 AS SHOWN ON A MAP FILED IN o�/p I- APR 15pr ELEVATION fit J86 FEET AM 5-L (NAVp88J BOOK a2. PAGE 25 OF PARCEL MAPS. IN THE OFEICE OF THE COUNh RECORDER OF SAID COU, SAID EAST 58505 FEET EAS MURED NY AT RIGHT ABC- FROM 11 CENTERLINE OF EDWARDS STREET AS m o i � I v � TIRE REPORT IDENDFlCATION: snowN ON SAID PARCEL MAP 4 l0 1 APR no- I APR 110- APR 11 y^�_02 5�, � 512-04 m TM� BTEWART TITLE OF CEFORT. A, ORANGE COUNTY ION AP1201 1 231 5�� 1 TITLE3, eo s aG o. D 3. TrrLE UNIT NO 286Z A ciOBER 22,M2ooJ 32 EUMINARYOA EASEMENT NOTES I A, EASEMENTS) SHOWN HEREON ARE PER STEWART TTR£ 0F CAUFDRNIA, ORANGE COUNTY DIVI PRELIMINARY TITLE TILE TRACT NO 14355 GATE OF SURVEY: NOVEMBER 19. 20DT REPORT. ORDER NUPBER 32Da3. UNIT N0. 286E DATED AS OF OCTOBER 22. 2DER 3 AN EASEMENT GRANTED TD THE CITY DF HUNTNGTDN M.B. 770 / 27 — 33 APR no - 512-e6 AL CORPORATION FOR PUBLIC H PURPOSES RECORDED ON 3 P9 INSTRUMENT RDRECOS 31 NO 93-0067I, 0 ALRECORDS-, ICI NOT IFP£ S CT SfTy ® AN EASEMENT FOR SLOPE, A CESS, TRANSMISSION ONES PIPE ONES, RECORDED ONCSEPTEMBEF 1] NND A RECORDS I SIRUMEM N0. t99J-5a55315. OF OFFICIAL RECORDS 0 DENOTES REM PLOTTED HEREON 9'08 34'E - ELLIS AVE. m I�.NI PA-OC v �m ¢ m m -J J SEE SHEET C-2 FOR SITE DETAILS APPROVED BY. BH DRAWN BY: CWW CHECK BY: MDL SEAPOINT RITE TYPE: PROPOSED SLIMLINE POLE W/SIREN SRE LOCATION: 18591 EDWARDS ST. HUNTINGTON BEACH, CA 92648 FRLE: TOPOC IPAM0 BEY C-1 LEGEND: AD As" IT CCNFAI E ® BOLLARD CEO BO BARBECUE GRILL 8-ARD ® BLOCK WALL �C GEOOENC / ,y ED, S R NO CIE..' CENTER LocAT X / n^/g ury avE� BSH BUSH NE CHAIN K FENCE artEa ass \R ON CHI, BACK OF WREN CONCRETE PAD 0 CABIE N BOX DRAIN GRAZE ®® CONC CIXJCREIE �8 CABLE N PULL Box EIECTRIC VAULT FpJNO NONUMENT - Pe ECC Enlsox wu ea% EOC£ OF CONCRETE A IRE HYDRANT a\ FG DOE HYDRANT RNI4ED GRADE GUY PNCHUN © GAS VALVE Es ' IS DxISPED AIRFACE ® RRIGABCN CONTRA —VE - .R GL GIB GUTTER UP GATE P. ® STCR M DRAIN MANHOIE $ w GTEAN GTE NANHOIE ® `.EMER MANHOIE All— C, MS IRRIGATDN CONTROL VALVE MOW STRIP STREET SIGN o—O STREET LIGHT P rsJ NG NATURAL GROUND A r.xu 8 —PHONE MAN NCIE� RA 1 uxosc.aE OON OVOR ACE OF waT1 TRAFFIC DGNAL PULL Eo% ��`'+ �q TRAFFlG 4GNAL LIGHT EXIENI,EO — nxy' sl sN, Is STREET LIGHT SEMSR UANHDLE STREET 11. ® UTIUTYU'UPY MANY s\ x�Ev i C TOP Cf CURBNGR 8 WATER MEIFR �w x —�® ° N TaP GRAAZE wAo R V K ® n / TR TRPN 1RBR UB% TREE PINE TREE -11 DILTY BOX WR NHT IRON FENCE � G YARD UCNT - y9 --. uMH P. U1.1 MANHDIE." UTILITY sxm � WATER METER WATER VALE / . . "�: -. A aI I _ I Dc _ K 4 1 � I z�� T A -Al �A P-NP ---------------- - - - - -- =- a— TRA� - - - - ' _ -- I� -- - - ®-- ----- -L-1 — C z.; -- -------- ------------------ —— — — — — ——-----'T APPROVED BY: BH DRAWN BY: CWW CHECK BY: MEL MN FINE I g 16-7 --------. (i --- --- ---- ------------ — Sid= ENNERATE LIP DIRE NAME: (1 Q0 SEAPOINT 1— SITE TYPE: PROPOSED SLIMELINE POLE W/SIREN OVERLOOK DRIVE '- �Ft I4p SITE LOCATION: INGT E EACH, C ST. HUNI7NGTON BEACH, CA 92fi48 .yes 4sS H'IZG�� C\� No Ten TITLE: _ TOPOCAAPWC 3UFNEY '�� � OG GAIT ��! SHEET NUMBER: — — — cwcaE lE w x — _ _ _ _ — _�ffi — _ L _�9F C-2 SEE SHEET C-1 FOR BOUNDARY AND TITLE INFO i ATE RAN SITE PLAN as to m NORTH A-1.0 -s_. IdP �'� i9lihrP'i' n�IiELE55 �5o�A PALE nxi. � , ,r ___- � vPO�,ZV EQIP CMI PNIl� I EucL. ip rMiµ fwST GW iW l5 I II 'T LiGNi-� i Sr,vDnw i _ — 1 =„ EWST xS eE+TE0. I EgTTINS n .A EX-11%KLC "LLnnpS e%isnw au weiL-� f% fNwl51 ilau5nnpn- vuvEs rp eE w:rpvEn i_ w E%,51,x5 �-- 4 Pp EF.,ELGO,RBCN j - - - �p8!%CUFJIVG Prix pP ACGE59 h PAwJN6 � �j 0 -T .1. �/ / // '-PIraP,Y vEwzaN wlefi�G 3'O' / / / //,-FNW15ivE RDE510.V.x PAIN OF nGLEY / E%i51M4 vSiipRS� //// n5'IVLL PFAGxb E%15r, Q1'Lp9riE _ ENLARGED SITE PLAN 0 o 9 a NogrH O.p9c 5oY 1251 N.—d A.... Tu1w, C.15onx. 92780.2711 17141 8869500 F.% 17141 MS-0501 wireless L ve#ftp rayonA— net Floor 15 92518 SEAPOINT 6463 Overbdc Drive Nlmtingtm Beach, CA 926U March 7, 2008 Zwkig SubrhkW 0.Nt5/07 � TSJ D"CM Sn RAN A-1.1 TO SIREN a iW6P0.E a 12841 9ewpwt Avenue m•T Rap. CENTER { PRDro-�PD ANT BAD. CENTER IRPLE54 KRIZd1--__ — I PAxPL ANTBHa ----_ Tw1hL lry4)f a6}95D90-21t1 Fex ITMI 66}9W1 R 4 S o Ex5nHS L— STPxDARD� —11. FlRE ZiaroN� MLDINe --_- e TO BUILDING l r PROPO. D LMI WALLS TO / nATU1 ExI51. GMU WALL'. .- _ T• .T.F _ Y 1q�.c W�1 �IVW EA5T19i _. . - -r 16605 Bend Canyon Avenue A, — --"""---'-'-"' -- TO —L a BUA01n9 D, tet F- ------' - k e Ca fernla 92 e vin II 61 1949) 2B6•T000 SEAPOINT Dive E n SOUTH ELEVATION -z p H.mDgto9 Re� 9648 TO SIREN R p CENTER RAD. CENTER s TW W P0.E -' �WIFPLE%PANPL ANTEINT March 7, 2008 Zaing Submittal 0 Oeeprlplbn Oele Lean ExNdt tl/30/0) Lean E4d'A tV2t/0] Zpnlne 9evMe 11/09/0) EOAIK 9evMe 11/Ol/0] znlro 9a.e. unvo] + - .- - - - - FRWOEEo cxnl ruLLsroWATCN-� ez5r cxu rous EKISTNa L'bxT srAnnaRv Zpnlro 9ev4n t/y9e �� � -{I fI"Ekl_i�'t EzsTw A,ccPss-, eaTE .� Ex15TAv6 W � Fwl1 Zpnllq &INmllitl 3/]/0a f t. {11 l-i 1 h' "" - _l I I� k { I'.� 1 PRWOEED EaP �xuO� NEW GW W.LL EIGlD51RE SPEN LDNIFDL \\ I �l 0.aTR9Y W% \ / Ez5T N0 ThvK _ mil' irlya•r^- ' —0761A e. D.M. «x w;15/07 T.Sl. NORTH ELEVATION RWATKAS 6@ ELEVATIONS � Ne•. ]�. r ir R• `*. � A-2.0 i� TO SIREN ARCHITECTS P TOP OP POLE 128{1 N.wygi A— ',tkn C.III A 92700.2711 171ANT RID. EENTER {I BB69600 _ Fu 47141 1IBB-8801 �_ �PROPoBEO VHBZLT+ ANT RAO CENTER �" WII@Lf^A PANT hNRWIA Q gE%I55 ANSI- 4 PROPOrifD GW w.fLL fraIIP,ERT- FX51N6 vV.TER -✓ AI EpCLOEWE N.'-O•MaEB.IRO%�, j -.ALA wireless 6Aif, NBN LW NAllb bNHL NATG1 '� C4nR0. " E%5] [HI PYryb TTERY BO% I �, - 0 •�0/�-- IJ �- I_I "/ -1 \0 F-1 .\n�. I�/�- 16 BNMIn9 D. 11 Floovenue C.—N. 92— y_.�J - f 'i 19{91 286-]BOO SEAPOINT n EAST ELEVATION 64W Dvolook Drive MEItl•1 - Bead1, CA 92648 To SIREN PRarv- °slrsr—'_- - • TOP OF POLE ANT RAD_CENTER _ J IVIRELEYi PM�B ANTENU - _____�_ i I ANi NA CENTER_ lu Mardi 7, 2088 ZOI SLANdttal 0 pPwroBPn 9.1. � 11 NT ? L..P. E.86H B/20/0] / E— 1V2Vp] 0 �E%5T 6WIL srnrlo%Bm°INb To. aulLo;rvc 4 S aorna a.w. v9aro7 �SmMY R.vY. 13/12/07 _ - 1 _ o FF ft. „ti,M1 ,: N P - a+-ra.- . #`�I 2_ D I'l<_ ' 0761A er D.M. �ERrnoEE9 "ael2°"WRELE%EbIFNFrt — 11/15/07 awevw pTSL n WEST ELEVATION `"° °° " "� _ �vaovosEoLnu.s To w.TLx ELEVATIONS ELEVATIONS 4' Y W ae +W+<x / \-2.1 (3 5E4T00.5. PROPO'.ED Pqt N S:.BZ wvD VEZ9ZOH- REILb Wµ PAtaL ANT— W iO 6 I—) rvaro3En uu wu e¢l0"SRf To HuilJl E.6T LMJ Ia4L5 N ERPA144D Nn, Nfsx COJfR off TDP, urort ox- ]0 AIaA ANT. POLE ELEVATION 3CA W-TV w_ 0 ae SHRED VE0.IZGM MII✓aEY —� % vurfa 1 reLCD uawera \ wOH 6Are N NE-.x ]3'3' r'D�- .-Ew5nH5 COItrM LEASE AREA PLAN uxe yr . ro NORTH 0 Y .• 9 r.,ptc SoY E�awHOFD HnL HESH� iFDPOSED VE.I} 1 WPELf33 COJ� OVER E61P LEP3f AAEn �\ IrGMD-f ftlAPMBIt GAOIHEr3 E AHD GU } 5:wwmtimmlm!•wwml 16! �ww�iw miw��aie 6. wm�m w �S� www ww r,�www wwwmm7Lmmnmlmimmnwwmlmm! rwut�i m Er _� ini i''u�� u�1 EQUIPMENT ELEVATION sc9t yr-ro v 0 Y a' C 6aplt -_ . PROPp5ED f�PMID® ML NCH rRCPosm vEwza. naF�f ca�sl v+Ew r ,IP IFME .af,. e„fR sAu<„ DfH�LATD.� rRVPosfc a9lw.LL roe A rP9arosfo unllm crara:w ATCH EXISTG 11ALL5, ,-�..dY.�..e.. i.... —T n EQUIPMENT ELEVATION sscvve yr-ro o r e e• 12841 N ,.rl Avenue TusM. CaerortN 92]80-2]11 Wireless ll 15505 4.M C.y- A— e91—g D. n.l Fbw IrvMs. Calil.r la 92618 19491 296-]000 SEAPOINT 6463 Overlwk Rive 4udlrgtm Beady CA 92648 m Mandl 7, 2008 zor" &kmtttal M�� MUM I19/07 9e.w..'T'sl LEASE AREA PLAN EQL3MENT ELEVATION AW. E'OLE ELEVATION A-3.0 Exhibit "C" RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: McGuireWoods LLP 1800 Century Park East 8`h Floor Los Angeles, CA 90067 Attn: John R. Visconsi Re: Edwards Fire Station MEMORANDUM OF LEASE Recorded in Official Records, Orange County Tom Daly, Clerk -Recorder IIIIIIIIIIIIIIiiIIIlIIIIIlIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIilllllllllll Na FEE 100 2008000437760 0224pm 09/17/08 0.00 0.00 0.00 0,00 0.00 0.00 0.00 0.00 —UNf- .vr.s MEMORANDUM OF LEASE Not Compared with Original THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of (S7— IF > 2008, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, dba VERIZON WIRELESS, 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, as amended, and Schedule No. 3 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: I. 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 ("Term") of this Schedule shall be for five (5) years, commencing with the issuance of a local building permit allowing Lessee to construct its communications facilities on the Premises, or the execution of Schedule 3, whichever is later. Lessee shall have the right to extend the Term of the Lease for the Premises for three (3) additional terms of five (5) years each. 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/Schedule and this Memorandum, the terms of the Lease/Schedule shall control. [SIGNATURE PAGE FOLLOWS] This Is solely for the oftlel buskum a¢ fib City of Huntington as cOnlemplated under GOWWWA Code Sec. 6103 and should bo recorded free of duwp, Active\6420053.2 IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above. '3-J LESSOR: THE CITY OF HUNTINGTON BEACH, a municipal corporatio By: Name: Debbie Cook Title: Mayor Date: August 19. 2008 ATTEST: AP?n Flynn, City Clerk )FD AS T( FORM R-q-01 INITIATED AND APPROVED: Duane Olson, Fire Ilief e(tic_ & . GjG a A,_—t),j& LESSEE: LOS ANGELES SMSA LIMITED PARTNERSHIP, dba VERIZON WIRELESS, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its gen By: Name: Walter L. Jo e , �r. Title: West Area ice President -Network 02, ActiveA6420053.2 ALL-PURPOSECALIFORNIA • State of California _ l County of DZ7iJ6 -I On & Cv a S 7— /9 "before me, � L - �S 41C_,. Date T— Here Insert Name and Tie of the Officer personally appeared Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person whose name isi re subscribed to the within instrument and acknowledged to me that the xecuted the same in-his{her he' authorized capacit Ies , and that by /thei signatures on the instrument the persoros , or the entity upon behalf of which the persora acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my mod --and official seal. Signature C/ 1 & — Signature Notary Pu c 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:e/�oe Document Date: CsU-,ST- If, a lO Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name:,6,_—�/E— Inc ❑ Individual )7 Corporate Officer — Title(s): P36kyLe_ ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: b� OF SIGNER • • - Signer's Name: %t-. ❑ Individual /� 'K Corporate Officer — Title(s): (37Y ❑ Partner — ❑ Limited ❑ General _ ❑ Attorney in Fact Glmlcjol ❑ Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02007 National Notary Association • 9350 De Soto Ave., PO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll -Free 1-800-876-6827 State of California County of Orange) ti On I&V6 vl ve),? before me, 6 i�Miti 11l1 i,',-k I l Notary Public personally appeared Walter L. Jones, Jr. who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public State of ) ss. County of Place Notary Seal Above On , 20 , before me, , notary public, personally appeared 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 (Seal) Active\6420053.2 Site: EXHIBIT A TO MEMORANDUM LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: The land referred to herein is situated in the State of California, County of Orange, City of Huntint-4tou Beach, and described as follows: The Eat 565.00 feet of Parcel I &, shown oil a neap filed in hook- 4"' page 25 ofParcelMaps. iii (lie Office of the County Recorder of said Count-v. sail East �65.00 feet hoin- measures at rigflil angles from the centerline of Ldwar(k Street. as sllo\s 11 oil "aid Parcel Map. Active\6420053.2 Exhibit "D" LICENSE AGREEMENT This License Agreement is entered into this /0day of 4{,(, tt j7- 12008, by and between LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership, dba Verizon Wireless ("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 August 3, 1998, as amended by that certain First Amendment dated 6tt uAr %0', 2008 (collectively, 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 Schedule for the location of SMSA's Facilities at Edwards Fire Station: Fire Station #6, located at 18591Edwards Street, Huntington Beach, CA (the "Fire Station Site"). The initial rent due the CITY for the Fire Station Site is Two Thousand Five Hundred Dollars ($2,500.00) per month and increased by 4% thereafter as provided in Schedule 3. SMSA is to use Fire Station Site to construct, maintain, repair and operate a 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 Site as more particularly described herein. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 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 Site for purposes of using, maintaining and repairing the equipment described in Exhibit "A" attached hereto (the "City Equipment"). SMSA shall install the Facilities, including a new pole not to exceed sixty feet (60') in height. The antennas shall be as flush to the pole as is reasonably practicable. The Facilities shall be constructed in such a manner so as to support the City Equipment. In addition, SMSA shall purchase the City Equipment, and install such City Equipment, using a manufacturer and contractor reasonably acceptable to City, on SMSA's Facilities pursuant to the manufacturer's specifications at no cost to the CITY (except as provided below). 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 consideration to SMSA for the cost of purchasing and installing the City Equipment (which cost the parties stipulate as equaling approximately $45,000.00), and using space on the Facilities, the Rent (as set forth in the Schedule 3) to be paid by Licensor for the Fire Station Site shal I abated as of the Commencement Date until the 18`h full calendar month following the Commencement Date., 2. Maintenance. Once accepted, CITY shall be solely responsible for maintaining and repairing the City Equipment (excluding pole) 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 employees, agents or contractors. CITY shall be responsible for the eventual replacement of the City Equipment and the costs thereof, provided that SMSA shall maintain its Facilities, including that they continue to support the City Equipment. 3. Rights and Obligations 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. Active\6420058.2 In case of any ambiguities between the Lease and this License, the License shall control. Should the License be terminated, or the term of the Lease expire, removal of the SMSA Equipment and the Facilities shall be subject to terms and conditions as specified in the Lease. 4. Term. This License shall remain effective so long as the Lease for the Fire Station Site remains in effect. 5. Indemnification. Except to the extent of the negligence or intentional misconduct of SMSA, 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. Except to the extent of the negligence or intentional misconduct of City, SMSA agrees to protect, defend, indemnify and hold and save harmless City, its officers, employees, agents and affiliated entities (collectively, the "City Indemnities") against any and all liability, claims, judgments, costs (including without limitation, attorneys' fees) and demands, however caused, brought by third parties, arising from SMSA's negligence or intentional misconduct. 6. City 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. (b) CITY shall also carry at all limes 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. (d) City may self -insure for this obligation. 7. City Provided Certificates of Insurance; Additional Insured Endorsement. (a) CITY shall furnish to SMSA certificates 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. 8. City 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 by it to provide that the insurance Active\6420058.2 company waives all right of recovery by way of subrogation against SMSA in connection with any damage covered by any policy. 9. SMSA Insurance. SMSA shall carry the insurance required to be provided under the Lease. 10. Force Majeure - Unavoidable Delays. Should the performance of any act required by this License 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 he 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. 11. Notice. Any written notice, given under the terms of this License, 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 Fire Chief City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Real Estate Services Manager City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 TO SMSA Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate SMSA or CITY may from time to time designate any other address for this purpose by written notice to the other party. 12. 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. 13. 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. 14. 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. 15. Time of Essence. Time is expressly declared to be the essence of this Lease. 16. Governinp, Law. This Lease shall be governed under the laws of the State of California. Active\6420058.2 17. Survival. Terms and conditions of this Lease which by their sense and context survive the termination or expiration of this Lease, shall so survive. [SIGNATURE PAGE FOLLOWS] Active\6420058.2 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 California limited partnership, dba Verizon Wireless; By AirTouch Cellular, its general partner By: a `f a Name: alter L. Jones, J . Title: West Area Vice President -Network REVIEWED D PPR VED: City Administrator CITY: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California �I Mayor ATTEST: t City erk APPROVED AS TO FORM: �1 fifer McGr th k1kV- - -09 SCity Attorney U& INITIATED AND APPROVED: Fire Chief �t� G• c,ra �I�� Director of Economic.J2�xelopment i;w..-- Cit IreT Active\6420058.2 EXHIBIT "A" CITY EQUIPMENT See attached. Active\6420058.2 Client: CITY OF HUNTINGTON BEACH Address: 2000 MAIN STREET City, St., ZIP HUNTINGTON BEACH, CA 92648-2702 Contact: Phone: Fax: 4801 W. WeolwMhA;renue, Milwaukee, Wt 53218 (800) 243-2911 (414) 358-8000 FAX (414) 358-8008 {'Vebs:te: t>vw.americansigna,.corn Quote: 060831-JL Sales # 42 Date: 6/11/2008 item Qt . Model Description Unit Extended Price New Siren Equipment 1 1 T-128 Tempest-128 Rotating Siren 128 dB 48v DC UL Listed $ 13,245.06 $ 13,245.06 2 1 T-48-MC-DC 48V DC Motor Control 126 - L Listed NEMA 4 Painted Steel Included 1 T-240-MC-AC AC Motor Control 128 - UL Listed w/Transf NEMA 4 Included 3 4 6ATT-1 Battery, 12V, Delco Group 24 - M24MF orEquiv.) Included 4 1 RTU-2001-DC Door Mt RTU, Universal Controller, Panel Mount DC Tempest- MC's Included 5 1 IP Interface Internet Base IP control interface Included 6 1 PM-4 Pole Mount - Tempest 128 Included 7 8 1 Commission Optional Commissioning of the Installed siren $ 3,520.00 9 10 1 Freight Freight FOB Milwaukee Wt $ 789.00 789.00 11 12 13 14 034.06 14 Project Totals -US Funds 14 034,06 25% Due with order v $ 3,508.51 Standard Terms and Conditions, All Equipment Accounts are 25% due at time of order. (Engineering, Mobilization & Acquisition), 65% due Net 30 days upon shipment of equipment. it project is turn key installation contract and balance due Net 30 days it equipment only purchase- On Turn Key Contracts, 10% retainage Net 10 days upon final startup and test of system. Freight Charges: FOB Factory, Milwaukee Wisconsin unless otherwise stated in contract requirements. Freight charges will be prepaid and invoiced. Title and risk of loss passes to buyer at FOB Point. Quoted Prices: Valid for 30 days from date of quotation. Installation services: If installation services are provided in contract, all change orders will be authorized in writing before work is performed outside of the scope of the contract. If during installation of a system we encounter rock that cannot be removed by standard drill and pier methods, all work will stop and the customer will be ratified of the situation before work resumes. Special equipment required to penetrate the rock or other site conditions as well as relocation of the sitelpoie will continue on a cost plus basis once authorized in writing by the customer. These are standard ASC Terms and Conditions and are not reflective of negotiated or proposed contract language under invitations to bid or final requests for proposals. All intemationai orders require a full wire transfer of funds to our bank in Port Washington, Wt. 6265 San Fernando Road Job No. Bid # 806.12 Glendale, CA 91201 818 / 291-6827 Phone BID CONTRACT 818 / 242-2595 Fax (quotation To: Verizon Wireless Job Name: Seapoint HB FD Address: 15505 Sand Canyon Ave. Building D 1st Floor Job Address: 6463 Overlook Drive City, State: Irvine, CA 92618 Job City, State: Huntington Beach, CA 92648 THE CONDITIONS PRINTED ON REVERSE SIDE ARE PART HEREOF This work or price quotation does not include detection, abatement, encapsulation or removal of asbestos or products, materials, or equipment containing asbestos. SCOPE OF WORK: Supply & Install cable & terminations for a new American Signal Tempest T-128 Siren m Pull Cable to the directed point of connection in the fire station ® Conduit from building to pole supplied and installed by others ® Terminate/hang control panel and battery cabinet Sunbelt will assist in the placement of the mounting fixtures for the enclosures. o Siren to be mounted on pole on ground before pole is set ® Sunbelt will need the final pole submittals with details for the enclosure and siren mounting Not included: Permits, Plan Check and fees, Patching & Painting, Coring, Equipment & waste disposal_ "Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint is filed within three years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P. O. Box 26000, Sacramento, CA 958262' Califomia State License No. 800423 Total price of $11.2 00.00. including all taxes. Terms of payment unless modified above: Progress payment requests to be submitted on 20th of each month; due and payable 10th of following month with final retention payment of 10% to be paid within 30 days after beneficial use or start up of system, or filing of "Notice of Completion,° whichever is earlier. This offer is good for 30 days from June 12th, 2008 and if not accepted by Buyer within that period is automatically withdrawn. Seller shall be defined to mean Sunbelt Electric, Inc., or its assigns. Buyer shall be defined to mean the Owner, Owners/Agent, Builder Architect, lessees, or any person acting on behalf of any of the foregoing. Prepared in duplicate this 12th day of June, 2008. ACCEPTED for SELLER: Sunbelt Electric, Inc. By: Michael P. Carroll By: (Authorized Signature) Title: So CA Mgr Title: Date of Acceptance: 6-12-2008 Date of Acceptance: I. All work shall be performed only during normal working hours unless otherwise stated herein. 2. Sunbelt Electric. Inc. agrees to maintain in full fnnee and effect a Workmen's Compensation Insurance policy and a Comprehensive Liability Insurance policy in statutory amounts to protect ail parties to this agreement furnishing certificates of insurance, if required by Buyer. 3. Buyer shall prepare the premises to permit free movement and erection of materials, providing necessary openings, supports, cutting, patching, necessary public utility and steam services, pay all fees in accordance with codes and ordinances. 4. In the event that the Seller encounters any asbestos product or material in the course of performing its work the Seller shall have the right to immediately discontinue its work and remove it, employees from the project, or that portion of the project wherein such product or materials were encountered, until such time as any hazards connected therewith are abated, encapsulated or removed and/or it is determined that no hazard exists;further. Seller shalt receive an extension of time to complete is work and compensation fox delays encountered and compensation for any change in the sequence of method of its work occasioned as a conwxtuence of said encounter. 5. Sunbelt Electric, Inc. extends manufacturers standard warranties on all equipment to the Buyer. Sunbelt Electric, Inc. guarantees to repair or replace defective material for workmanship, insofar as the installation is concerned only, misuse or abuse excepted, for a period of one year from date of fist beneficial use or start up of system whichever occurs earlier of system. 6. Sunbelt Electric, Ire, agrees that fore period of ninety days following the initial operation of the installation, it will replace any refrigerant loss mused by defects in the equipment or its installation. Replacement of refrigerant except for the above, is not included as a part of this agreement. 7. Sunbelt Electric, Inc. shall not be liable for the comosive or erosive action of liquids and/or gases upon the equipment specified and no part of such equipment shall be deenxd defective by reason of its failure to resist physical or chemical action of such elements or items upon such equipment S. This agreement shall not be binding until duly accepted by an authorized officer of Sunbelt Electric, Inc.. No person has authority to make or claim any representation, warranty, term, promise, or condition express or implied, statutory or otherwise, which is not expressed herein. This agreement conatitutes the entire agreement between the parties and supersedes and revokes any previous agreement written m oral, with respect to the labor and equipment covered hereby and may not be amended or modified except in writing executed by the parties hereto. 9. Unless Sunbelt Electric, Inc, has prepared the plans and specifications through its Engineering Department under contract by which it has assumed full responsibility for the workability of same and the production of the end result that may he contained in a special agreement prepared in connection therewith. Sunbelt Electric, Inc. neither guarantees or warrants or undertakes that the equipment specified in the section of the specifications for the job in connection with which this contract is made will produce any specific end result. It is distinctly understood that in risking its bid the time available to it has been inadequate to permit its Engineering Department to determine whether the plant and layout- and specifications submitted to it for bidding would accomplish the design or any end result such as may be set forth in Section entitled "Electrical". The use of the phrase as per plans and specifications on the obverse of this bid shall be construed only to mean that if the bid is accepted that Sunbelt Electric, Inc. or its assigns shall perform the job in as, good and workmanlike manner with the use of the items or equipment specified as reasonably may be accomplished by the use of the items specified. 10. Seller reserves the right to submit for consideration of prime contractor and through him, to architect or engineer in charge of job, or to owner, recommendations with respect to changes in plans, specifications or equipment which in the opinion of Seiler might improve the owner's satisfaction with the job as performed, but shall net be obligated, despite any provisions in the prime contract between owner and prime contractor or in any one of the contract dtoruments made a part thereof, with respect thereto. In submitting same Seller is not to assume thereby the responsibility of engineers of the job, but it most be understood whether its suggestions are acted upon or not that Seller will not thereby assume the responsibility of the architect or engineer on the job, but will be merely submitting suggestions only for due consideration of the engineer or architect responsible for the design of the job. 11. Under no circumstances shall the liability of Seller arising not of the design, manufacture, side or erection of the equipment hereunder, or arising out of its use, whether on warranties or otherwise, in any rase exceed the lesser of the following: (a) Cost of correcting defects in the equipment or workmanship; or (b) the difference in value between the installation as installed and the cost of the original installation thereof, if installed strictly as in the contract locumetas set forth. And in no event stall any claims be made by either party against the other for consequential damages. 12. The Seller, if this bid is accepted, shall not be bound by any plans and specifications to which is attention has not been specifically called prior to the making of this proposal to wit shall not be bound by an plans and specifications that have not been presented to or delivered to it for the purpose of submitting its bid, nor shall the Seller be bound by any city ordinances, State laws or other -govemmental regulations not in effect at the time of the making of this proposal, or which had become obsolete and which no longer was enforced by such public body enacting same. 13. Seller. as subcontractor, shalt use reasonable diligence in the performance of is contract hereunder consistent with the progress of and interference by the work of other craft on the job, but shall not be responsible under any penalty or time clause embraced in the prime contract, not responsible for any damages due to delays in the progress of the work occasioned by war, insurrection, Acts of God, or the public enemy, force n uijeure, earthquakes, Tints, martial law, fire, flood, freight embargo, cur shortage, accident explosion, strikes, lookouts or obstructive labor tactics of any kind, expropriation of plant or property by Federal and State authority, inability to obtain sufficient labor interfering with the production on the job or transportation of materials or equipment or by stoppage of or interference with, or reduction of the supply of materials to be used in the job, or any other part of the job , or any different character interfering with the progress of the work, boycotts, material shortages, disturbed labor conditions, priorities, delayed delivery of materials or equipment from Seller's suppliers, inclement weather, any types of acts incident to national emergency, prevention of performance or instructions to delay performance on the part of owner, architect engineer. building inspector, orders of lending institutions making builder's ban, Veteran's Administration or other Federal administration inspector or officials, or other public officials having jurisdiction or control in connection therewith or in the inspection thereof. If any of the materials specified are not readily available, the Seiler may substitute equally efficient materials or fixtures of generally similar character in lieu of the equipment materials, or fixtures, specified, and it shall allow any differential between the original cost of the materials specified and the materials furnished. In the event of inability to obtain labor at union scale or without paying a premium above such setae. Seller may delay performance "tit same strati be obtainable without premium payment or at the option of the Buyer the Inner may require the use of materials or labor requiring the payment of such excess cost, but upon condition that the Buyer shall pay such excess. 14. The prime contractor or Buyer at any time during the progress of the work may request any modifications, alterations, deviations, or any addition to or omissions from this subcontract and the same shall in no way affect or make void this contract, but the amount thereof shall be added to or deducted from the amount of the contract price aforesaid by a fair and reasonable valuation. The rule of practice to be observed in fulfillment of this paragraph shall be that upon the demand of either the prime contractor or the subcontractor, the character and valuation of any and all changes, omissions or extra work shall be agreed upon and fixed in writing, signed by the prime contractor and the subcontractor prior to the performarcc thereof; provided, however, that the subcontractor is not deemed to have waived his tight to compensation for extra work if the same is not provided for in writing. 15. Should either party hereto bring suit in court to enforce the terms hereof, any judgment awarded shall include court costs and reasonable attorney's fees to the successful party. 16. Seller assumes no responsibility for the design on Innee jobs where Seller prepares working or shop drawings from designs furnished by others. Seiler assume:, no responsibility whenever for design or operative end result under any contract unless there is affirmatively stated, on the obverse side of this Bid Contract a direct undertaking on Seller's pan so to do. 17. Buyers failure tofurnishnecessary information lists of material and/or equipment to approve placing drawings, or to make payment m provided herein will entitle Seller to stop work without notice to Buyer, to retake possession of any shipments already mark and upon notice to Buyer to cancel the unexmuted portion of the contract and to hold Buyer for damages. Under no circumstances shall Seller be liable for damages for delay where Seller fails to receive full and prompt cooperation from contractor, architect engineer or owner, and each of them, in connection with prompt action on all placing or shop drawings, all lists of materials and equipment required to be submitted and submitted by us, or in the expedition of the work of ether craft on the job under conditions that permit Seller to make prompt progress without piecemeal performance on Setters part Seller may at any time decline to continue work except upon receipt of satisfactory security. 18. This contract is entered into upon the understanding that in the prosecution of any work hereon specified Seller will be allowed sufficient time for the performance of said work on the basis of a normal eight -hour day, and in the ever that Buyer or any subcontractor, require Seller to perform such labor on an overtime basis, then such additional expense of every kind and character as Seller may be required to incur on account of said overtime labor. shall constitute an additional charge herein. 19. It is agreed that Buyer is to provide, without cost to Seller, proper hoisting conveyances and scaffolding (including the use of engineer) at times so m not to delay Seller's part of the work 20 Any loss or damage to Seller's work, materials or equipment occurring at the site of the project occasional by fire, flood, d, earthquake, windstorm, riot or civil curnmotion shall be protected by Builders Risk 7murancc proenred by the co itracmr, owner or buyer without cost to Seller and Seller shall receive a proportionate share of the amount of any payments of loss under any such policy or politics according as Sella's interest trey appear. Notwithstanding any provisions in the plans, specifications, contract between prime contractor and owner, general conditions, or any contract documents executed by and between contractor and owner having to do with the subject now stated, Salter shall art be liable for the cost of correcting defects occasioned by the acts or omissions of employees of other subcontractors, the prime contractor, owner, or any segregated contractor, to work performed by Seller. Before Seller proceeds with any corrective work to repair such damage, ice pi: -re contractor, or :tha person contracting with Seller in this Bid Contract, shall give Seller an unqualified instruction to proceed with the work upon their responsibility to compensate Seller therefor as an extra. Buyer agrees to carefully check all material and equipment upon arrival at the jobsite. No claims for shortages or for improper, defective, or danagel material and/or equipment will be recognized by Seller unless written notice specifying in detail the nature and extent of the shortage, defect or damage be delivered to Seller prior to instillation in the job. Upon receipt by Seller of such notice, prior to installation, Seller agrees to replace such shortages and materials and/or equipment not emptying with contract requirements. Seller will, in no case, be liable to Buyer or to any other person interested in the job for any claims resulting from the use of improper, defective or damaged material and/or equipment. No allowance will be made for labor, material and/or equipment repairs and alterations, without Setter's advance written consent 21. The Seiler expressly reserves the right to assign all or any portion of its rights and/or duties under this But Contract with or without notice to the Buyer herein 22. In the event of a conflict between the terms and conditions of this Bid Contract and terms and conditions stated in the plans and specifications, or any other contract document including inter ilia the prince contract between owner and prime contractor. the terms of this Bid Contract shall goovert is Bid Contract is for immediate acceptance and until it becomes a contract is subject to change without notice. 23. If, in Seller's opinion, Buyers credit becomes impaired, Seller may at its option suspend work and deliveries under this contract until it has received full settlement or security for services rendered- and are satisfied as to Buyer's credit for further shipments. If Buyer fails or refitses to make such payment or give such as security, then the full amount due under this contract at such time. for labor and material an for equipment furnished shall immediately become due and payable, and Seller shall have the right and the option to terminate this agreement. In the event that a suspension of this contract is required because of Buyer's doubtful credit an extension of the time fixed for the performance of this contract. equal to the time of such suspension, shall automatically occur. If legal action is filed to effect collection of any sums due hereunder Seller shall be entitled to reasonable attorney fees in addition to all other damages found to be due hereunder. Exhibit "E" Bill of Sale THIS BILL OF SALE (the "Bill of Sale") is made as of the /01" day of �/�•VAa-1 , 2009 (the "Effective Date") by Los Angeles SMSA Limited Partnership, dba Verizon Wireless, with a mailing address of 180 Washington Valley Road, Bedminster, NJ 07921, Attn: Network Real Estate ("Verizon Wireless") in favor of The City of Huntington Beach, a Municipal corporation ("City"). For good and valuable consideration received by Verizon Wireless, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby: 1. Verizon Wireless hereby sells, assigns, transfers, conveys and delivers to City all of Verizon Wireless' right, title and interest in and to the fifty foot (50') pole more particularly described and constructed on the land described in Exhibit A-1, attached hereto and incorporated herein by this reference, and each and every component thereof (collectively, "Pole"). 2. Verizon Wireless hereby represents and warrants to the best of Verizon Wireless' current, actual knowledge as follows: (a) Verizon Wireless owns and has merchantable title to the Pole free and clear of all any and all liens, encumbrances and rights of third parties; and (b) The Pole complies with all applicable laws. 3. Except as set forth in the immediately preceding paragraph, the Pole being transferred hereunder is transferred "as is" without any representations or warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose. 4. Nothing in this Bill of Sale is intended to modify Verizon Wireless' right to lease the Pole as set forth in that certain agreement between Verizon Wireless and City. IN WITNESS WHEREOF, Verizon Wireless has executed this Bill of Sale as of the day and year first written above. Los Angeles SMSA Limited Partnership, dba Verizon Wireless By: AirTouch Cellular, its General Partner By: ag;� Name: Walter L. J es, Title: West Area Vice President, Network \7041447.1 EXHIBIT A-1 Description of Property and Pole The land referred to herein is situated in the State of California. County ofOrange, City of Huntington Beach, and described as follows: The East 565.00 feet of Parcel ! as shown on a map filed in book 47 page 25 of Parcel Maps. in the Office of the COLInty Recorder of said County, said East 505.00 feet being measured at right angles from the centerline of Edwards Street, as shown on said parcel Map. (End of Legal Description) \7041447.1 n SOUTH ELEVATION (,Z.)NORTH ELEVATION -�° ELEVATIONS �W-T� 0 Y Y w Qww S b SIREN & TOP OF ANT. ANT. RAD CENTER PROPOSED VERJZON NRELE05 DUAL—� PANEI- ANTENNAS (3 SECTORS, 6 TOTAL) ANT RAO CENTER LJ FRDF05D OW WALL EWL05A MATCH EXIST. GW WALLS / EXPA MT-. MESH COVER 0 PROPOSED EWR BALK -UP &ENBUTC CM. PAD VATHIN A WNTAMENT PROPOSED VERIZON HWLE55 C EQUIPMENT C-AVINET5 (4) ON COW- 5TANPARP --4 -7 7 7 T rTl �FXIVJNS BUILDING. T.O. BATTERY AND ACCESS PROPOSED 117NTROL "RFNWN POLE BOX 4 BATTERY ❑TIT El VAT[ ----05W 01WALL IPMENT ENC-1-05m, CK TO MATCH EYJ9,T. CM VAALL5 I I I I 1 Z3 7 T --Ex 5TIN& —PROPOSED VERZON MRELE55 EQUIPMENT EIEHIV NEW GMl WALL ANT. POLE ELEVATION ScAlk Vr - T-W 2' W Ir Urapw Sm% \7041447.1 ATTACHMENT #4 m A CORD,. *3i, 07 30/2008 PRODUCER Aon Risk Services Northeast, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY fka Aon Risk services, Inc. Of New York AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 199 Water street New York NY 10038-3551 USA CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # PHONE-066) 283-7122 FAX-(847) 953-5390 MSURED INSURER A National union Fire Ins Co of Pittsburgh 19445 LOS Angeles SMSA LP d/b/a verizon wireless INSURERB: Insurance Company of the state Of PA 19429 INSURER C: Illinois National insurance Co 23817 180 Washington valley Road Bedminister NJ 07921 USA INSURER D: New Hampshire ins Co 123841 INSURER E, 7-77-T77-777n 7777;7, 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED INS LTIR R JADD' -S TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(MM\DD\YY) POLICY EXPIRATION I)ATE(MM\DD\YY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY 9723007 General Liability 06/30/08 06/30/09 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED $2,000,000 CLAIMS MADE M OCCUR PREMISES (Ea occurence) MED EXP (Anyone person} $10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $2,000,000 GENT AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $2,000,000 MPOLICY ❑PRO- [__j LOC E] JECT A A A AUTOMOBILE LIABILITY x ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS 1607564 ADS 1607565 MA 1607566 VA 06/30/08 06/30/08 06/30/08 06/30/09 06/30/09 06/30/09 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per Person) BODILY INJURY HIRED AUTOS NON OWNED AUTOS L—i (Per accident) H PROPERTY DAMAGE (Per accident) GAP -AGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN EA ACC AUTO ONLY: AGG EXCESS /UMBRELLA LIABILITY ElOCCUR 1:1 CLAIMS MADE JE i—F 'R I EACH OCCURRENCE AGGREGATE . B i HDEDUCTIBLE _ DeputY Chy At e I RETENTION A A B WORKERS COMPENSATION AND EMPLOYERTLIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? Ifyes, describe under SPECIAL PROVISIONS below 3621139 ADS 3621140 CA 3621141 AR, MA, NV,TN, VA 06/30/08 06/30/08 06/30/08 0b/3U/U9 06/30/09 06/30/09 x WC NETTIE- ITORY LIMITS FE EI, E. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 i E.L. DISEASE -POLICY LIMIT $1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Named insured includes: Los Angeles SMSA Limited Partnership dba verizon wireless by AirTouch cellular it general partnership. seapoint new cell site loc code 124527, address 18591 Edwards St., Huntington Beach, CA 92648. Per the First City of Huntington Beach SHOULD Attn: Risk management Department ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 2000 main Street 30 DAYS WRITTEN NOTICE TO TILE CERTIFICATE HOLDER NAMED TO THE LEFT. Huntington Beach CA 92648 USA BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, AUTHORIZED REPRESENTATIVE V,AC 77 7 19— '��­,,'ACOR 44' O 2 U 1 Attachment to ACORD Certificate for Los Angeles SMSA LP The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED Los Angeles SMSA LP d/b/a Verizon wireless 180 Washington Valley Road Bedminister NJ 07921 USA INSURER 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. UVSR ADD'L POLICY NUMBER POLICY POLICY LTR INSRD TYPE OF INSURANCE POLICY DESCRIPTION EFFECTIVE EXPIRATION LIMITS DATE DATE WORKERS COMPENSATION D 3621142 06/30/08 06/30/09 NY 3621143 06/30/08 06/30/09 D NJ 3621144 06/30/08 06/30/09 C FL 3621145 06/30/08 06/30/09 D OR 3621146 06/30/08 06/30/09 D TX 3621147 06/30/08 06/30/09 D MI & WI DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Amendment to Master Communications site Lease Agreement between the city of Huntington Beach and LA SMSA LP , dba verizon wireless. City of Huntington Beach its agents, officers and employees are included as Additional insured with respect to the General Liability policy as required by written contract, excluding workers compensation policy. Certificate No : 570029886812 . . 08101/2008 10:49 646-857-1234 POLICY NUMBER: GL 972-30-07 CELLCO PARTNERSHIP DBA VERiZON.WIRELESS AIGRM RATIONAL ACCTS PAGE 01/01 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TIT Will:_M141TR7 WWI A R. ,RIM 4 o f This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additionai Insured Person(s) Or Or anization s : Locations Of Covered Operations The City Of Huntington Reach 2000 main Street Huntington Beach, CA 92M Information required to complete this Schedule if not shown above, will be shown in the Declarations. A. Section 11 — Who is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the persons) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions 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, caused, in whole or in part, by: Ail work, including materials, parts or equip- s. Your acts or omissions: or ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project (other than service, maintenance behalf, or repairs) to be performed by or on behalf of in the performance of your ongoing operations for the additional insureds) at the location of the the additional insured(s) at the location(s) desig- covered operations has been completed; or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 C iSO Properties, Inc., 2004 Page 1 of 1 b INSUl'IED'S COPY PV RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development Department SUBJECT: Approve Amendment to Master Lease and New Agreement with Verizon Wireless for a Telecommunications Facility at Edwards Fire Station #6 COUNCIL MEETING DATE: I August 18, 2008 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed in full by the City Attorney) Not Applicable ❑ Subleases, Third Party Agreements, etc. Attached ❑ (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Not Applicable ❑ Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑ Not Applicable Bonds (If applicable) Attached ❑ Not Applicable Staff Report (If applicable) Attached t Applicable Commission, Board or Committee Report (If applicable) Attached ❑ Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable EXPLAHATOOH FOR My =HG ATTACHMEHTS REVIEWED RETURNED FORVVARDED Administrative Staff Deputy City Administrator (Initial) ( ) City Administrator (Initial) ( ) ( ) City Clerk ( ) EXPLANATION FOR RETURN OF ITEM: RCA Author: T. Krause ext. 1529