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HomeMy WebLinkAboutDba Air Touch Cellular-SMSA Limited Partnership-Schedule of Leased Properties and Memorandum of Lease-Telecommunications Facilities on Public Property-Downtown Parking Structure 200 Main St 11/16/98 - 1998-11-16DOLbeje -FIR S 99 Council/Agency Meeting Held: 11�oOD• ,Df_rred/Continued to: 77 Approve ❑ Conditionally Approved ❑ Denied D Clerk's Signature Council Meeting Date: November 16, 1998 Department ID Number: FD 98-019 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator R4P PREPARED BY: MICHAEL P. DOLDER, Fire Chi f SUBJECT: APPROVE SCHEDULE OF LEASED PROPERTY AND MEMORANDUM OF LEASE BETWEEN CITY OF HUNTINGTON BEACH AND LOS ANGELES SMSA LIMITED PARTNERSHIP (d.b.a. "AirTouch Cellular") FOR INSTALLATION OF TELECOMMUNICATIONS FACILITIES ON PUBLIC PROPERTY II Statement of Issue, Funding Source, Recommended Action, Alternative Actlon(s), Analysis, Environmental Status, Attachment(sj Statement of Issue: Should Council approve the Schedule of Leased Property and the Memorandum of Lease with Los Angeles SMSA Limited Partnership (doing business as "AirTouch Cellular") for the installation and maintenance of telecommunications facilities at the City Downtown Parking Structure, 200 Main Street. Further, should Council authorize the Fire Chief and City Clerk to execute these lease agreements for the City, once executed by AirTouch? Funding -Source: Under the lease terms, AirTouch Cellular assumes all responsibility for any costs associated with the installation, maintenance, and liability of their telecommunications facilities. Each site leased on City property generates $15,000 a year in revenue to the City. In addition, for this installation, AirTouch is reimbursing the City the current daily 24-hour parking rate for two parking spaces that their equipment will occupy on a semi -permanent basis. At today's rate, the annual compensation to the City is $3,650. Recommended Action: Motion to: 1) Approve the Schedule of Leased Property and the Memorandum of Lease with SMSA (AirTouch Cellular) for telecommunications facilities at the City Downtown Parking Structure, 200 Main Street, as presented in the attached documents. 2) Delegate authority to the Fire Chief and City Clerk to execute these agreements and any other documents necessary to implement the Schedule of Leased Property and the Memorandum of Lease for City Downtown Parking Structure, 200 Main Street, upon City Attorney approval as to form of said agreements or documents, and upon execution by AirTouch.- ' � ,*- QUEST FOR COUNCIL ACR MEETING DATE: November 16, 1998 DEPARTMENT ID NUMBER: FD 98-019 Alternative Action(s): 1) Do not approve the Schedule of Leased Property (Attachment 1) or the Memorandum of Lease Agreement (Attachment 2). 2) Direct staff -to revise the lease agreements and reconsider at a future date. Analysis: On August 17, 1998, Council approved and executed a Master Site Lease Agreement between the City of Huntington Beach and Los Angeles SMSA Limited Partnership ("AirTouch Cellular") for the installation of communications facilities on City property. The Master Site Lease Agreement requires that all conditions, development approvals, and building permits are completed or issued prior to site development. Future lease sites for the same vendor can be added through the attachment of a Schedule of Leased Property, which would include the appropriate site descriptions and development conditions. Los Angeles SMSA Limited Partnership ("AirTouch Cellular") is seeking a site at the City's Downtown Parking Structure at 200 Main Street. Specifics for this site lease are identified in the Schedule Of Leased Property (Attachment 1). A specific site plan has already been reviewed and approved by the Planning Commission and the Design Review Board. Before and After computer generated pictures of the rooftop installation are shown in Attachment 4. Color copies of these photographs will be posted in the Council Chambers. This proposal allows the vendor to occupy two parking spaces on the rooftop on a semi- permanent basis, while compensating the City for the full-time use of those spaces. In addition, the vendor will, at the City's direction, modify storage areas on the third level of the parking structure, to free up two additional parking spaces. The net loss of parking spaces is zero, and the City is being reimbursed for the two newly created spaces being occupied by the vendor. A part of the cell site installation involves the placement of antennas on the elevator structure and running cables to the antennas from the adjacent equipment facility. Because the elevator structure is a part of the common area, there is a separate Site License agreement between Main Street Promenade, Inc., and SMSA (AirTouch) for that portion of the lease. A copy of this Site Lease agreement is shown in Attachment 3 for your reference. Environmental Status: None. Attachmentfs):(Ilsted on next page) RCA FO 98 019 Air`rouch.doc -2- 11/12/98 8:41 AM QUEST FOR COUNCIL AC'PN MEETING DATE: November 16, 1998 DEPARTMENT 1D NUMBER: FD 98-019 Attachmentfsl: 1 Schedule of Leased Property for City Downtown Parking Structure, 200 Main Street. 2 Memorandum of Lease Agreement for City Downtown Parking Structure, 200 Main Street. 3 Site License Agreement between Main Street Promenade, Inc. and AirTouch Cellular. 4 Before and After 0otoora0s. of rooftop installation. RCA Author: Keith, ext. 5235 RCA FD 98 019 AirTouch.doc .3- 11/12198 8:41 AM 4 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY MY CLERK CALIFORNIA 92648 LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HU TINGTO` BEACH DATE: !TI TO: / / //SDIJ / / I sat! C�c17xo LZ?ATTENTION: ?7�//% /rlCxJ Name 4,54 7 21�±) f/ocR J . DEPARTMENT: Sweet REGARDVYG: � aka 22Z2� Qf" City, State, Zip See Attached Action Agenda Item Date of Approval Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Re Ics: .ca OFAeee z ie49Ye d/= �Lt° e, Jae • A1,3• Connie Brockway City Clerk Attachments: Action Agenda Page Agreement Bonds Insurance RCA Deed Other CC: Zolde- Name,�le A eI-i/1 Department !.'BE Y RCA Agren^.c^ Insurance other Numy,o/d D art ent RC Agreement Insurance Other Name Dep ent RCA Agreement insurance Other Name Department RCA Agreement Insurance Other Risl: Management Dept. Insurance GTollowup/coverltr Received by Name - Company Name - Date (Telephone: 714.536-5227 ) Recorded in the Count Orange, California Gary L. Granville, Clerk/Recorder III;1I 1 Ii'il II��I Ill ��t��i,!�� ���fi;���t �Ilii ��tt� t�ii!��� No Fee 19990339509 1:23pm 05/10/99 005 5146843 05 44 M11 13 6.00 36.00 0.00 0.00 0.00 39.00 RECORDING REQUESTfk %ND WHEN RECORDED, RE?' '. CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH h,,tp:/IwNw.cl.hunti.,igton-beach.ca.us P 0 136)190 - 2000 MAIN STREE-r HUNTINGTON BEACH CA 92648 4 (Re; Huntington Beach/Surf City) CITY OF HUNTINGTON BEACH, a municipal corporation MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of November 16, 1998, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP ("Lessee"). RECITALS WHEREAS, Lessor and Lessee have executed that certain Master Communications Site Lease Agreement ("Lease") dated as of August 3, 1998, and Schedule No. 2 pursuant to that Lease, covering certain premises ("Premises") situated on certain real property located in the City of Huntington Beach, County of Orange, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS, Lessor and Lessee desire to record notice of the Lease covered by such Schedule, in the Official Records of Orange County, California; NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows. 1. Demise. Lessor has leased the Premises to Lessee (together with access rights), and Lessee has hired the Premises from Lessor, subject to the terms, covenants and conditions contained in the Lease. . 2. Expiration Date.,§` '.",;The term of the Lease ("Term") is scheduled to commence_ as provided for in Schedule:No: 2'"and-shkil expire five (5) years thereafter, subject to certain options to extend the Terni.pursuantsto".:the'Lease. y This dOC BYceMpttQ0VenmenVA.9..r,•r wment is solely csr tah�de i Oficial businessaf the CityCITYF HVNriNd-fb!S-Ow ei Huntington Beach. a eto- Ieru► City Clerk r�-- C=Plated endelams _ Sec. 6103 and should be recorded SF1-99-Agree-.Schd-#7 eputy City clera free of charge. 3. Lease Controlling. This Memorandum is solely for the purpose of giving constructive notice of the Lease.- In the event of conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall control. IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above. APPROVED AS TO FORM: City Attornly LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION I Ly, By)4/kd�j-A Name: - L Title: f i g F, C H I £, F ATTEST: ` c�wGu- City Clerk - rab -;7T LESSEE LOS ANGELES SMSA LI IITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general Partner Jeff Chessher, Vice President, Network Department - Los Angeles Market By: 'k.et' . 'Hal-Ereokes; Steven .1I. Wilson Assistant Secretary SFl-99-Agree:Schd-47 RLS 97-997 STATE OF CALIFORNIA } COUNTY OF Or v On z F before me, HJ 6 personally �� appeared .vb txo - J. Sa- e,✓ personally known to me ( r proved to me on t e basis of satisfactory evidence) to bet 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: &--� _ MAW Y. H01. AMD cMMftdM r tvtqM OMW CMIW r W Comm. EiVms DW 13. 9M SF/-99-AS=:Schd-47 RLS 97-997 STATE OF CALIFORNIA ) COUNTY OF 6rc Z ) On }' •g9 , before me, Ma to ! No personally appeared N • LQ !.s ni , personally knokvn 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: Or J D t:e'.1 MY SF/a& t Acwc/Mstrcam2 -10 IN STATE OF C IFORIVIA ) COUNTY OF On Z(o before me, 1J personally ap ared „ M1�...c hat.P P. T>atd, .+ t 4xr-a sonally kn to be (or proved to me on the basis of satisfactory evidence) to be the person&whose name(D isles subscribed to the within instrument and acknowledged to me that a executed the same in lie a authorized capacity es , and that b e' signatur on the instrument the perso, or the entity upon behalf of which the person(Q) acted, executed the instrument. WITNESS ray hand and official seal. sF188WAease/Mst=m2 - 10n198 EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY SITE LEGAL DESCRIPTION (TAKEN FROM VENDOR'S SITE PLAN) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: PARCELI: UNIT A, AS SHOWN ON THE CONDOMINIUM PLAN (THE "PLAN') RECORDED APRIL 10, 1991, AS INSTRUMENT NO.91-168227 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 2: AN UNDIVIDED FIFTY PERCENT (50%) INTEREST IN AND TO THAT PORTION OF LOT 1 OF TRACT NO. 14133, AS SHOWN ON A MAP FILED IN BOOK 674, PAGES 46,47 AND 48 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DEFINED AS "COMMON AREA" IN THE PLAN AND IN THE DECLARATION OF COVENANTS, CONDITIONS AND. RESTRICTIONS FOR MAIN PIER PARKING FACILITY ("CC&R'S'� RECORDED APRIL 10,1991, AS INSTRUMENT NO.91-168228 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. SF/agm0mciW tmom2.10n198 SCHEDULE OF LEASED PROPERTY This Schedule Number 2, effective November 16, 1998, 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 ("Lessee"), and CITY OF HUNTINGTON BEACH, a municipal corporation ("Lessor"), on August 3, 1998, and is incorporated herein by this reference (hereinafter referred to as the "Master Lease"). The Premises leased to Lessee under this Schedule are commonly known as the City of Huntington Beach Downtown Parking Structure located at 200 Main Street, Huntington Beach, California 92648, and are more specifically described in Exhibit A. In addition to the terms and conditions of the Master Lease, Lessee shall perform the following in connection with this Schedule Number 2: A. In addition to the consideration payable to the Lessor pursuant to the Master Lease, Lessee shall pay Lessor the standard daily rate charged to the general public for two (2) parking spaces in the Parking Structure, payable monthly based upon a thirty -and -one -half -day (30.5) month. Said amount shall be paid at the same time and pursuant to the same terms and conditions as the rental consideration due under the Master Lease. (Lessee shall pay the daily rate, not the monthly or yearly rate.) B. Prior to installing a rooftop antenna, as depicted in Exhibit B, Sheets 1 and 2, attached hereto, Lessee shall restore Storage Area B to parking spaces and expand Storage Area A from the equivalent of two (2) spaces to three (3) spaces, as depicted in Exhibit B, Sheet 3, attached hereto. All other terns and conditions of the Master Lease shall remain the same. LESSOR CITY OF HUNTINGTON BEACH a municipal corpo ation ATTEST: City Clerk By: �- _ Name: Tefzr Gre e n Mayor Date: �4 } i 319 4 APPROVED"AS TO FORI-1: Cit At•.t:.orne LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general partner Name: QV Title: Date: !� •�� Name: Title: ;r-A r r St G.rt Date: / 9y S F-98 Agree: SMS Apark RLS 98- 11/12/98 - #2 • L EXHIBIT A EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY SITE LEGAL DESCRIPTION (TAKEN FROM VENDOR'S SITE PLAN) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: PARCELI: UNIT A, AS SHOWN ON THE CONDOMINIUM PLAN (THE "PLAN") RECORDED APRIL 10, 1991, AS INSTRUMENT NO. 91-168227 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 2: AN UNDIVIDED FIFTY PERCENT'(50%) INTEREST IN AND TO THAT PORTION OF LOT 1 OF TRACT NO. 14133, AS SHOWN ON A MAP FILED IN BOOK 674, PAGES 46,47 AND 48 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DEFINED AS "COMMON AREA" IN THE PLAN AND IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MAIN PIER PARKING FACILITY ("CC&R'S") RECORDED APRIL 10, 1991, AS INSTRUMENT NO. 91-168228 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. SFingreeAease/Mstrcom2 - I0n198 EXHIBIT B ' •.3 '. '•'1 � �.5 .5 '. :�,1wi: r�;�i*r�;,fy..r,4•„�,�,�+-�4r(�`; • . .��y :,,,...`� r •`fir it,'' +'; �� .. •'•f', :1' :gip„ I � f I . � � i � i� � E � � ' � �: f �. � • � � � f � �I �� . I . � . , I. � ' , I. ' �..: =: �::r� '�� •:°.;:.. ;..; �' �yy��'w��:� Ili ® �•'�' �si •. � lW'•. ', �.!. �:iy'. -��.. UP M..�. sm >oo +rlF s yid arlowlft I= IS& pawn PION AS SHM w DAmil N-�l "W . 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Box 190 - 2000 Main Street Huntington Beach, California 92648 From the desk of Janelle Case Deputy City Clerk Telephone: (714) 536-5260 V k Al N, NO � 3 v &tA, FwLt, � Atc-lvl - \-bo abl do wx� 14" 0 J.j HUNTINGTON BEACH From the desk of- City of Huntington Beach P. O. Box 190 - 2000 Main Street Huntington Beach, California 92648 Janelle Case Deputy City Clerk Telephone: (714) 536-5260 Fax: (714) 374-1557 -,7 '�7 Y 41, 24v,7 a SCHEDULE OF LEASED PROPERTY This chedule Number 2, effective November 16, 1998, is governed by the terms and conditions of the Maste Communications Site Lease Agreement entered into between LOS ANGELES SMSA LIMIT PARTNERSHIP, a California limited partnership ("Lessee"), and CITY OF HUNTIN ON BEACH, a municipal corporation ("Lessor"), on August 3, 1998, and is incorporated herein by this eference (hereinafter referred to as the "Master Lease"). The Premises leas to Lessee under this Schedule are commonly known as the City of Huntington Beach Downtown Pa ing Structure located at 200 Main Street, Huntington Beach, California 92648, and are more specifical described in Exhibit A. In addition to the terms and nditions of the Master Lease, Lessee shall perform the following in connection with this Schedule `umber 2: A. In addition t the consideration payable to the Lessor pursuant to the Master Lease, Lessee shall pay Le so the standard daily rare charged to the general public for two (2) parking spaces in the Parking St cture, payable monthly based upon a thirty -and -one -half -day (30.5) month. Said amount shall b paid at the same time and pursuant to the same terms and conditions as the rental consideratiomdue under the Master Lease. (Lessee shall pay the daily rate, not the monthly or yearly rate.) B. Prior to installing a rooftop antenna, as depicted in Exhibit B, Sheets 1 and 2, attached hereto, Lessee shall restore Storage - ea B to parking spaces and expand Storage Area A from the equivalent of two (2) spaces to three 3) spaces, as depicted in Exhibit B, Sheet 3, attached hereto. All other terms and conditions of the Master Lease shall LESSOR CITY OF HUNTINGTON BEACH a municipal corporation Name: Date: ain the same. L SEE LOS GELES SMSA LI IITED PAR RSHIP, A CALIFORNIA LIMITE PARTNERSHIP By: AirTouc Cellular, a California Corporati , its general partner Name: Title: Date: Name: Title: Date: ! S F-98 Agre r: S 61 S Apark RLS 98- 11/12%98 • .42 0 , 0 EXHIBIT A EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY SITE LEGAL DESCRIPTION (TAKEN FROM VENDOR'S SITE PLAN) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: PARCELI: UNIT A, AS SHOWN ON THE CO\rDOMINIUM PLAN (THE "PLAN") RECORDED APRIL 10, 1991, AS INSTRUh1ENTNO. 91-168227 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 2: AN UNDIVIDED FIFTY PERCENT (50%) INTEREST IN AND TO THAT PORTION OF LOT 1 OF TRACT NO. 14133, AS SHOWN ON A MAP FILED rnT BOOK 674, PAGES 46,47 AND 48 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DEFrNED AS "COMMON AREA" IN THE PLAN AND Ni THE DECLARATiON OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MAIN PIER PARKING FACILITY ("CC&R'S") RECORDED APRIL 10, 1991, AS INSTRUMENT NO.91-168228 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. SF/agrcccAcasdMstrcom2-10/7198 EXHIBIT B t���•�.,..,�Y_�.:....�=�_ �- � 11 j . a,�Rrour�r.:ICeI ular:CONDMOAm .•! +y,� + :AS gm : i r •- fm '� pia•:' ,.i. lalh �A n'WW Rlw. a a71L•p�'� •��71"%m0 :G�w Yi • 1 '•Y•• .R,' 4a •'`.;-`1' y�r.r�e,'L.'••y�..rl':,���r, ,y�.'!M_, �I{[�,. j'y. .1• ,' .'ti'.:`'1':.f'a:err.?:,t4'f"'"�•e�.'�'s^`">,[i.��1tr6'y.'`C,���,'L'•'�t 5 i''Y'� ,� �,.. / •.r.. .T iJr k J; Nh..:?' S.:.,..• :1a;;4 >;^: t'. II11 r� `L rK in 0 � }�.2 R . T f 'r .•I �s+ 7 �C�- 3. ey •.� Y ,i'. `r' n�• •r aFrr.' ', d:,i+')77 �', T•.r; .'a'✓.'S:"y.yti: ''s. "i.•'•.J� 'y' . '-f1 �-,�i :C' �r.•s�=.•� �. r.., ., .. •� •_•,ems -, � HM lit. .. .Ie..`:_, ti �':.�•.�.', `', :.. �... �, f;•. .�f. il' ', is �.Yrr tir: yy 5 51 v� •! l•! JJam�. '/• ^1 . Y'.'' �. rSSN � � �. �::j . ... "'•�:t � ri �� 1.L. y,}}/���{y,�V �'�f' .�1t�Li' .c. ;��' .,jt .�`v'•+'�' •, rN5 ;', 4 s I .'�s I t l l�s'S w r o- � :��s :��:' Yi �S .�,.: ::•X ••- ' � ', it 'S .�• l• R 1 •o:::a")1• {+fir �, ' f^ '•c , :t%t'. ... .. .. � Lie 3'., V'' 4 4� �.lt' } Y i� � s � r4 ' rr+ a '�1^� ; ,' s 1 i' Q K V, �° { rat-• y v M 24,r9• � �� � � •t •r s� � ;,r :h C � - ,. t '. u:'T, , ° .ter • ' � � r��: m }Ib116 1000101L'•. 30. Etil fM L 1Q61RSM,gom wow. ` I I•iIRtRY ,u T"'r,W�W� . ,Y+` .ry"•!1'Y.PI'�: AIA T a u Co!,- I Y I. � �+:•' .q' �' �'.� .y '. }, ,t'Yj.: : .Y �' wS�f.T ti. _,Je.L .. �..+.•,. :.4 n [i:, as Sac"1970%.• tt`1y vAr;L CA 92713-9707Y• Y n;: . C -I w w mI1E1Q SURF1 Cr • ' ' _ '.. .ti • , Ar TMI84�. Pam �s AS gl�11 PA an197Q7 ���":--' stir. rm r irYw. to 8271-"7pl 14) -7= SCHEDULE OF LEASED PROPERTY This Schedule Number 2, effective November 16, 1998, 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 ("Lessee"), and CITY OF H[JNTINGTON BEACH, a municipal corporation ("Lessor"), on August 3, 1998, and is incorporated herein by this reference (hereinafter referred to as the "Master Lease"). The Premises leased to Lessee under this Schedule are commonly known as the City of Huntington Beach Downtown Parking Structure located at 200 Main Street, Huntington Beach, California 92648, and are more specifically described in Exhibit A. In addition to the terms and conditions of the Master Lease, Lessee shall perform the following in connection with this Schedule Number 2.- A. In addition to the consideration payable to the Lessor pursuant to the Master Lease, Lessee shall pay Lessor the standard daily rate charged to the general public for two (2) parking spaces in the Parking Structure, payable monthly based upon a thirty -and -one -half -day (30.5) month. Said amount shall be paid at the same time and pursuant to the same terms and conditions as the rental consideration due under the Master Lease. (Lessee shall pay the daily rate, not the monthly or yearly rate.) B. Prior to installing a rooftop antenna, as depicted in Exhibit B, Sheets 1 and 2, attached hereto, Lessee shall restore Storage Area B to parking spaces and expand Storage Area A from the equivalent of two (2) spaces to three (3) spaces, as depicted in Exhibit B, Sheet 3, attached hereto. All other terms and conditions of the Master Lease shall remain the same. LESSOR CITY OF HUNTINGTON BEACH a municipal corporation By: Name: Date: SF-98Agree: SMSApark RLS 98- 1/12198 .;;2 LESSEE LOS ANGELES SMSA LMTED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its generalpartner Name: -a ! Sa-a Title: D vrre.r-c„r . N CA-uad, Date: /A •AS $ Name - Title: r Y 5-e v �4T Date: / �;� "!••?,t � •ram. w st=�:r { h •-� � 'I�w'.°iri+>.w' km Ott yi or�Y Roe "�►r RQt�� ... uns si ybr ccwaft - gilt •�Q y`�, . '`'�fy,+++:�,{5 X�•r ,;,'y^^:�'�., :: r + f y • Lr � •�! Mom• r:' +� L r�' y'MY,,�';�}',i- . '+r• '�r� r "•sy, .;�lrA)`lL�,'�,f.''. �"' T ' f " ' i„ "Lrw . ;i( �•f 1f'� �''�':•Yj �i 1 ' 'h•. !'k11a15 a'L'> w I f' ` 'r sr''l �"'s'.:. � _ � ,.k •'., .: ,:.-,�,^fzrr {••.h.�yr.. :?h 1 p, �Iiw�w�'•. �: +,,,. r•' .. 4i. j p,� `; r,•�• '~ � . y'�.7 •{xf'!',r n�]�r!�"!! ••"2 �}•.�yr`7•`*l ter`; `�L t'' I`t', '�.•�! 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',, h:e •..f•",G�,'11 ], r1',,1 t!r�, •�.,,', I.,As .t.;,l. `,� 'x; x... } ,n,' •''r. '•r, g w,� , h . .�'� ":r iR-l:y �'cv.1 , r, .,� ,.:a. .P',. � . ;a_ aN:k�.�'' v•. :=F`'�'.�y. r �,.•�•l'+:�� : r',.�'J'. iii:� r ��t3 -�+ i n' "E �a'- r . �:. >a,: +1"V .�. � %i'f A�•iA L' �' n:: .Ls-: ,.. t'.S� ' :'i as.; .: d5 ra k+�:Q: c. y'; ',x'i•, a•r :rs , ..j j4.:: ..4,;• ':.r ?,,�^...;.�� ,;. ,.! . f:.+i', l Y''. i'j 5� l�,y "ri .5{ 7.. • i°�:' il,r,,. J., .1,,,.'?'Ji. rs�'..rh:.i �%'..",.. rig ` • �yq - �h' r• xL�F,, ::� :i'L t�i��1 • ,./�t.yti".� .i.•^,,..• •I�,y +'��" •;.'•sy:5.. 1f��id��J"T�. �ajy yZ�,:� r,"\'� � F.. 4 � y ,• =? R,ti{ii•, •Yy,.y,ot,;.. ty.:.s�.tf f ,r ''• : `t � i .L. ,,y, C+a: � � • � ,, r ; .. i�.. ::�� .� ., °� ^�,i, •:i� ,e,:,t: a, �i4 7�i''..-s": �. s ra � �'il�,d.lpr�%�,► ,�.ff;�,49�N°�, `F \�'r"\F... '.,•-' f�=' .s.,, � �+sstiY•l� 'f "f,•�\ ,�' S llls33 +,�,:,F:��`�N�i�i,�•,7% �t r,:+`.]�r �y.ti�'C �•,''..�:1: � 'r a �\�,1�:;:•:'''„'`�. '•'i' r .r ,., ; t r� rl+'.ya4;.�34s P?-/�>"'�. �,�5:}il�r,�,'�r _'k"ls� '[ ;, lcy j " > -•ti• �',.'�''. w.: i�,5y�.,.'.Y�S'�:' `' •+i,'t_,rr::'t:i , •tit' ..�.r�.i.i� i�i�„'r•.� ,}>w'.'►],. •�.i - � ���•'+',�.:"N.1 ,, 1 �' y".,C rr`e�:'7 �•.,a r 9,'�'btr*' ' IT ,,,+ ' "- 't'�:',}?'"«"��+La'r{' j?r'� � I�,�3.•�.��Se3.�".'�J•�:•1',YN•':'"1r'� :[';e'rA+1 ''1 \ r � , . K tlkl �— 1 �� rn—•vllll�l �woYVa4" LRRa TM MA PABM MN ,AS SHMN c H". C01uar: P.O. a 19m hvb% G1 9271349707 (714YM-7PW 64L'. CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK April 14, 1999 Gary L. Granville, County Clerk -Recorder P. O. Box 238 Santa Ana, CA 92702 CALIFORNIA 92648 Enclosed please find a Memorandum of Lease between the City of Huntington Beach and Los Angeles SMSA Limited Partnership, A California Limited Partnership to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed copy of the Memorandum of Lease when recorded and return to this office in the enclosed self-addressed stamped envelope. Connie Brockway, CIVIC City Clerk Enclosures G:lfollokwpldeeditr:Memorandum of Lease SMSA 1 Telephone: 714.536.5227 ) RETURN ADDRESS: DATE FED i 3y Regretfully your unrecorded Sr' C �� naming together with your remittance of $ _�. �`' ,k. No. is being returned as your document is deficient in the area(s) indicated below: (1) The recorder can find no provision in the law authorizing the recording of the enclosed document(s)./ - (2) Recording cannot be performed in this county. Please forward your document to : �- County Recorder. -/ (3) For proper indexing: a. Et al" is not acceptable; all parties must be named. b. The name of the company, corporation or partnership must be at the signature point. c. The trustee of a trust must be identified as such. d. The names in the caption, execution and notary acknowledgment must match. e. The caption of the document and signature point need to identify who the custodian/agent represents (4) The Documentary Transfer Tax declaration must be completed to show either the amount of tax due or an acceptable reason for exemption. (See enclosed bulletin.) If there is "No consideration," document must so state. (5) The city where the property is located or "unincorporated area," is required on the deed and the tax declaration must indicate how the tax was computed. (6) The preliminary change of ownership report is required. Please complete or correct the areas marked in red. _ (7) The notary acknowledgment is incomplete (please see red mark) or is on an outdated form. A "General Acknowledgment" form is required. (See enclosed sample.) (8) The notary seal is illegible. You may have the notary restamp the document clearly or you may complete the enclosed certification under the penalty of perjury. Adding the "Penalty of Perjury" statement will increase the fee by $ (9) Portion(s) of the document are illegible (please see red mark). You may execute and submit a new original, or complete the enclosed certification under penalty of perjury. Adding the "Penalty of Perjury" statement will increase the fee by $ (10) The legal description/exhibit has been omitted. All exhibits must be referenced in the body of the document and appropriately labeled. (11) Recording reference (date and document number or book and page) of the prior recorded document is incorrect or was omitted. (12) Abstracts of judgment must contain the address of the judgment creditor(s), the address of the judgment debtor(s) and the address at which the summons was served or mailed. (13) Pursuant to Government Code sections 27288.1 and 27201, all parties whose interest is affected must be named and identified (i.e. owner etc.). _ (14) To properly perfect a security interest, this UCC-1 must be filed with the Secretary of State, Uniform Commercial Code Division, P.O. Box 1738, Sacramento, CA 95808, unless it is a "fixture filing" pursuant to UCC section 9313. Any Financing Statement covering fixtures must include a statement that it is a fixture filing to be recorded in the real estate records, a description of real property in Orange COUnty and, if the debtor does not own the real property, the narne of the o��rnt (15) We have received your check without a document or letter of instruction. We are unable to determine the intent of the fees. (16) The correct fee is $ . If an attachment is added to the document, the fee will increase 44stated on the attached fee schedule, (17) OTHEgtftR V > THANK YOU FOR YOUR COOP ERATION';J-C [ Cf. \�- U r'Z � JX-V'G_ C �I (aic GARY L. GRANVILLE, COUNTY CLERK -RECORDER Please return to: _ ram,,,, BY ����� —� Clerk -Recorder , -- ---- P.O. Box 238 i RECORDING REQUESTED BY...AND WHEN RECORDED, RETURN' .. ' : CONNIE BROCKWAY CITY CLERK CITY OF HUNTINGTON BEACH h1.*p:I1vww.ci huntington-beach.ca.us P 0 BOX 190 - 2000 MAIN STREE'r HUNTINGTON BEACH CA 92548 v/ a (Re: Huntington Beach/Surf City) CITY OF HUNTINGTON BEACH, a municipal corporation MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of November 16, 1998, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lesson') and LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP ("Lessee"). RECITALS WHEREAS, Lessor and Lessee have executed that certain Master Communications Site Lease Agreement ("Lease") dated as of August 3, 1998, and Schedule No. 2 pursuant to that Y` Lease, covering certain premises ("Premises") situated on certain real property located in the City ' of Huntington Beach, County of Orange, State of California, and more particularly described in Exhibit "A' attached hereto and incorporated herein by this reference; and WHEREAS, Lessor and Lessee desire to record notice of the Lease covered by such Schedule, in the Official Records of Orange County, California; NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows: 1. Demise. Lessor has leased the Premises to Lessee (together with access rights), and Lessee has hired the Premises from Lessor, subject to the terms, covenants and conditions contained in the Lease. 2. Expiration Date. The term of the Lease {"Term") is scheduled to commence as provided for in Schedule No. 2 and shall expire five (5) years thereafter, subject to certain options to extend the Term pursuant to the Lease. . , .-C--- --�-r,.-n-'"r'-� This document is sc)i91y for the - =ity CierK BY: Sec f, free Of C1 P-rgs. cr�_oo_no...•C�hr1�i7 -- ___ __�Ury/ {t1! 4 6C�eC • • 3. Lease Controlling. This Memorandum is solely for the purpose of giving constructive notice of the Lease. In the event of conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall control. IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above. APPROVED AS TO FORM: City Attorny IJ�J qq LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION By: 1 Name:[ Title: Fig C H i- ATTEST: City Clerk ti LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general Partner Jeff Chessher, ) Vice President, Network Department -Los Angeles Market By: —4- -Hal-Ereokeg; Steven N. Wilson Assistant Secretary SFl-99-Agrec: Schd-#7 RLS 97-997 STATE OF CALIFORNIA ) COUNTY OF On �r_G w �� oy before me, a ju.l-,�/JaJ, bokc*.,, personally appeared I.3c.v bares.- J. Saa e.✓ personally known to me (br proved to me on the basis of satisfactory evidence) to bet 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: MAR AIL hto11AM Caffo ssfon / 111BM 'o Notary PLtk—CaA Wft om nm CCU* Arty Comm. E)#ras Doc IIL So SF/.99-Agrce:Schd-#7 — o n7 nn-r STATE OF CALIFORNIA } COUNTY OF 6r On / • V . 99 , before me, Ma M , /-Jo ( M 1�161. personally appeared �Jzr N • GU ; r� �►-� personally kno 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: _ 47 ,,� D MARY ki, HOLI.AND s c m1Tl1szan / I I I GM NCIEry Pub,?:,- — Cal"Orrda C ^ CCU* C- ')`er is, sFla&meAeasc1Mstrcom2 - l on19a 0.- .0 j..— STATE OF CALIFORNIA ) COUNTY OF c . personally ap*ared K T>af-eea-r f Ga'wn-e.(tYbz&,7etsonally kn?YWn to be (or proved to me on the basis of satisfactory evidence) to be the person&whose nam.4 W4ff) subscribed to the within instrument and acknowledged to me that helshekoexecutcd the same in hia4w a authorized capacity es , and that b e' signatur on the instrument the person, or the entity upon behalf of which the personM acted, executed the instrument. sFl%me/leasdMWrom2 - 1017/98 EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY SITE LEGAL DESCRIPTION (TAKEN FROM VENDOR'S SITE PLAN) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: PARCELI: UNIT A, AS SHOWN ON THE CONDOMINIUM PLAN (THE "PLAN") RECORDED APRIL 10, 1991, AS INSTRUMENT NO.91-168227 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 2: AN UNDIVIDED FIFTY PERCENT (509/o) INTEREST IN AND TO THAT PORTION OF LOT 1 OF TRACT NO. 14133, AS SHOWN ON A MAP FILED IN BOOK 674, PAGES 46,47 AND 48 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DEFINED AS "COMMON AREA" IN THE PLAN AND IN THE DECLARATION OF COVENANTS, CONDITIONS AND. RESTRICTIONS FOR MAIN PIER PARKING FACILITY ("CC&R'S") RECORDED APRIL 10, 1991, AS INSTRUMENT NO.91-168228 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. SF/gmcAcasdNbtrcona-10n198 C. SCHEDULE OF LEASED PROPERTY This Schedule Number 2, effective November 16, 1998, 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 ("Lessee"), and CITY OF HUNTINGTON BEACH, a municipal corporation ("Lessor"), on August 3, 1998, and is incorporated herein by this reference (hereinafter referred to as the "Master Lease"). The Premises leased to Lessee under this Schedule are commonly known as the City of Huntington Beach Downtown Parking Structure located at 200 Main Street, Huntington Beach, California 92648, and are more specifically described in Exhibit A. In addition to the terms and conditions of the Master Lease, Lessee shall perform the following in connection with this Schedule Number 2: A. In addition to the consideration payable to the Lessor pursuant to the Master Lease, Lessee shall pay Lessor the standard daily rate charged to the general public for two (2) parking spaces in the Parking Structure, payable monthly based upon a thirty -and -one -half -day (30.5) month. Said amount shall be paid at the same time and pursuant to the same terms and conditions as the rental consideration due under the Master Lease. (Lessee shall pay the daily rate, not the monthly or yearly rate.) B. Prior to installing a rooftop antenna, as depicted in Exhibit B, Sheets i and 2, attached hereto, Lessee shall restore -Storage Area B to parking spaces and expand Storage Area A from the equivalent of two (2) spaces to three (3) spaces, as depicted in Exhibit B, Sheet 3, attached hereto. All other terms and conditions of the Master Lease shall remain the same. LESSOR CITY OF HUNTINGTON BEACH a municipal corpo ation c� ATTEST: By. : CityClerk ----- Name: Tefe.rr Gre e.n Mayor Date: L} 13 1 9 ? APPROVED AS TO F OR14: clt Attorney rl/ 6c q[jjq LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general partner Name: Q/,C�d Title: �)xrrez,,Mr-, Ne-`paori�1= Date: /,A •.ft$ a Name: - Title: GC►sue 1' St c..-t Date: / SF-98Agree:SMSApark RLS 98- 11/12/98 - k2 EXHIBIT A L_J • EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY SITE LEGAL DESCRIPTION (TAKEN FROM VENDOR'S SITE PLAN) ALL THAT CERTAEN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: PARCEL I: UNIT A, AS SHOWN ON THE CONDOMINIUM PLAN (THE "PLAN") RECORDED APRIL 10, 1991, AS INSTRUMENT NO. 91-168227 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 2: AN UNDIVIDED FIFTY PERCENT (50%) INTEREST IN AND TO THAT PORTION OF LOT I OF TRACT NO. 14133, AS SHOWN ON A MAP FILED IN BOOK 674, PAGES 46,47 AND 48 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DEFINED AS "COMMON AREA" IN THE PLAN AND IN THE DECLARATION OF COVENANTS, CONDITIONS AND. RESTRICTIONS FOR MAIN PIER PARKING FACILITY ("CC&R'S") RECORDED APRIL 10, 1991, AS INSTRUMENT NO.91-168228 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. SF/agreellease/Mstrcom2-10/7198 1� EXHIBIT B t1i FXU CPO= XU swr KM • 'Mimi FtM AF COIqDMOW AFRTO uic�- Ce�ular .: AS S u! '.0 RM 1�- PA IN'tow Inc OL Xtm-m. Oil 0 0 iy!i >zx.;.Y„'' , i �4.- : C.• •$ : : ti! : i; .'�' I t. .�Inrtir' t�' INw! 43/'•'''-'• �+'' '4ii F�G� 'P11 >•pql �q: ' "r. LOL61.� 0d liElGlS 6l! ' , `` : 'r:. m}=' ::Y '- •' 1 :.V" ■r 711.q•T, �!R.: l'�{ J, *'C •C+ rr:'wt: j �'. 1. •: :,/ { Y. �y\��. .?Yt pr �']T ..�■',: .. 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Box 238 Santa Ana, CA 92702 Enclosed please find a Memorandum of Lease between the City of Huntington Beach d Los Angeles SMSA Limited partnership, A California Limited Partnership to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed copy of the Memorandum of Lease when recorded and return to this office in th� enclosed self-addressed stamped envelope. Connie Brockway, CIVIC City Clerk Enclosures g:Ifollowupldeeditr:Memorandum of Lease Downtown Parking Structure (Telephone: 714.536.5227 ) i� P-J RECORDING REQUESTED BY, AND WB EN RECORDED, RETURN TO: CONNIE BROCKWAY CITY CLERK CITY OF HUNTiNGTON BEACH http:llwww.ci.huntington-beach.ca.us P 0 BOX 190 - 2000 MAIN STREET HUNTINGTON BEACH CA 92648 (Re: Huntington Beach/Surf City) CITY OF HUNTINGTON BEACH, a municipal corporation MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is executed as of November 16, 1998, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LMTED PARTNERSHIP ("Lessee"). RECITALS WBEREAS, Lessor and Lessee have executed that certain Master Communications Site Lease Agreement ("Lease") dated as of August 3, 1999, and Schedule No. 2 pursuant to that Lease, covering certain premises ("Premises") situated on certain real property located in the City of Huntington Beach, County of Orange, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS, Lessor and Lessee desire to record notice of the Lease covered by such Schedule, in the Official Records of Orange County, California; NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows: Demise. Lessor has leased the Premises to Lessee (together with access rights), and Lessee has hired the Premises from Lessor, subject to the terms, covenants and conditions contained in the Lease. 2. Expiration Date. The term of the Lease ("Term") is scheduled to commence as provided for in Schedule No. 2 and shall expire five (5) years thereafter, subject to certain options to extend the Term pursuant to the Lease. n Winn A. 0.1..4." i3 Erockway, City CWTK i BY: eputy City Gle R 'This docurnal%t 1S soje!1y for the '-?S!7'.84S rot th' a C.1thl C CC - free of charge. 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 slate and year first written above. APPROVED AS TO FORM: Q 9 �r� 6 City Attorny rltq LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION By: Name: Hai Title:�- ATTEST: L'C2 City Clerk LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general Partner By` - Jeff Chessher, ) Vice President, Network Department -- Los Angeles Market By:C'-); � e-, - -Ha}Em&kzes,- Steven !Q. Wilson Assistant Secretary SF1-99-Agrce: Schd-#7 RLS 97-997 STATE OF CALIFORNIA } COUNTY OF On lily before me, �6i p3 p-G �.c+�,�Cr,,... � y 9 _ � �. iL� , l�rlla �J �(10 � personally appeared 137 .vba,rc - J. Sa-. e.r personally known to me ( r proved to me on the basis of satisfactory evidence) to be tie 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: &c-� a SF/-99-AgrmScnd-il7 I _0 STATE OF CALIFORNIA ) COUNTY OF _ 6r On -g9 _ before me, Man-, M. l-JD ll� o PwGL�, personally appeared V • W " I.S r,.f personally kno 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: " q � g-CL--� 10 c.-- n:y SF/agmcAeasdMstrcom2 - I DM8 STATE OF CALIFORNIA } COUNTY OF On ?,,(P 1 I before me, A. L Aj personally ap ared _ M{.ctiar�4 P- h� Vie. sonally kn to be (or proved to me on the basis of satisfactory evidence) to be the person(D whose names tell subscribed to the within instrument and acknowledged to me that hefshe executed the same in hMwM7ejF authorized capacity es , and that b e' signatur on the instrument the perso , or the entity upon behalf of which the personp acted, executed the instrument. WITNESS my hand and official seal. SF/8&rccAcasdMsUcom2 -10M98 STATE OF CALIFORNIA } COUNTY OF , On , before me, _ personally appeared , personally known to be (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument: WITNESS my hand and official seal. Signature: sFiagmeAcastimstrcom2 - I onigs EXHIBIT A 0 EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY SITE LEGAL DESCRIPTION (TAKEN FROM VENDOR'S SITE PLAN) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: PARCEL I: UNIT A, AS SHOWN ON THE CONDOMINIUM PLAN M-M "PLAN") RECORDED APRIL 10, 1991, AS INSTRUMENT NO.91-168227 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 2: AN UNDIVIDED FIFTY PERCENT (50%) INTEREST IN AND TO THAT PORTION OF LOT 1 OF TRACT NO. 14133, AS SHOWN ON A MAP FILED IN BOOK 674, PAGES 46,47 AND 48 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DEFINED AS "COMMON AREA" IN THE PLAN AND IN THE DECLARATiON OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MAIN PIER PARKING FACILITY ("CC&R'S") RECORDED APRIL 10, 1991, AS INSTRUMENT NO.91-168228 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. SF/agrac/lcasc/Mstrcom2.1 on196 Pillsbury • �E f I3 . --- Sutro LLP Writer's direct dial number I email: 714/436-6872 martinez�w.pillsburylaw.com January 6, 1999 VIA OVERNITE EXPRESS Ms. Colleen E. Keith City of Huntington Beach Fire Department 2060 Main Street Huntington Beach, California 92648 Dear Colleen: 0 ATTORNEYS AT LAW b50'l"OkkN CENTER DRIVE, SEVENTH FLOOR COSTA MESA, CALIFORNIA 92626-7122 TELEPHONE: (714) 436.6800 FAX (714) 4.36.2800 Inrcmcl.' plllshundurs.cnni Re: Lease Agreement between the City Huntington Beach (the "City") and Los Angeles SMSA Limited Partnership (the "Partnership") (Huntington Beach/Surf City) Enclosed for execution by the City is one (1) original Memorandum of Lease for the Downtown Parking Structure which has already been executed by the Partnership. Please have the enclosed original executed by the City and see that it is recorded in the Official Records of Orange County, California. Also, please have a conformed copy of the recorded Memorandum returned to this office. Thank you for all your assistance in this matter, it has been a pleasure working with you. Please call if you have any questions. Very truly yours, Peter W. Martinez Enclosure I cc: Harold R. Crookes, Esq. (w/o enc.) Mr. Tom Ciccone (w/o enc.) ORANGE COUNTY LOS ANGELES NEW YORK SACRAMENTO SAN DIEGO SAN FRANCISCO SILICON' VALLEY WASHINGTON, D C. TOKYO 21286427. ATTACHMENT 1 7°LB,uz At �yy 0 SCHEDULE OF LEASED PROPERTY This Schedule Number 2, effective November .16, 1998, 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 ("Lessee"), and CITY OF HUNTINGTON BEACH, a municipal corporation ("Lessor"), on August 3, 1998, and is incorporated herein by this reference (hereinafter referred to as the "Master Lease"). The Premises leased to Lessee under this Schedule are commonly known as the City of Huntington Beach Downtown Parking Structure located at 200 Main Street, Huntington Beach, California 92648, and are more specifically described in Exhibit A. In addition to the terms and conditions of the Master Lease, Lessee shall perform the following in connection with this Schedule Number 2: A. In addition to the consideration payable to the Lessor pursuant to the Master Lease, Lessee shall pay Lessor the standard daily rate charged to the general public for two (2) parking spaces in the Parking Structure, payable monthly based upon a thirty -and -one -half -day (30.5) month. Said amount shall be paid at the same time and pursuant to the same terms and conditions as the rental consideration due under the Master Lease. (Lessee shall pay the daily rate, not the monthly or yearly rate.) B. Prior to installing a rooftop antenna, as depicted in Exhibit B, Sheets 1 and 2, attached hereto, Lessee shall restore Storage Area B to parking spaces and expand Storage Area A from the equivalent of two (2) spaces to three (3) spaces, as depicted in Exhibit B, Sheet 3, attached hereto. All other terms and conditions of the Master Lease shall remain the same. LESSOR CITY OF HUNTINGTON BEACH a municipal corporation By: LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general partner Name: Name: Date: Title: Date: Name: Title: Date: SF-98Agree:SMSApark RLS 9B- 11/09/98 - #2 EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY SITE LEGAL DESCRIPTION (TAKEN FROM VENDOR'S SITE PLAN) ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: I":114100 EI UNIT A, AS SHOWN ON THE CONDOMINIUM PLAN (THE "PLAN") RECORDED APRIL 10, 1991, AS INSTRUMENT NO. 91-168227 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 2: AN UNDIVIDED FIFTY PERCENT (50%) INTEREST IN AND TO THAT PORTION OF LOT 1 OF TRACT NO. 14133, AS SHOWN ON A MAP FILED IN BOOK 674, PAGES 46,47 AND 48 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DEFINED AS "COMMON AREA" IN THE PLAN AND IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR MAIN PIER PARKING FACILITY ("CC&R'S") RECORDED APRIL 10, 1991, AS INSTRUMENT NO. 91-168228 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. SF/agree/leasc/Mstrcom2 - 10/7/48 0 EXHIBIT B DESCRIPTION OF PREMISES SF/agreefleaseAlstrwm2 - 10n198 Iva M61 -roe 'O'd Sdo ROOF CABLE KM W/ (iy NE* TTSapWly (1) mm CPS AND (1) in UNIT (N) DO.WN%W I t =IRII 1111 11 Lwl ij .-DETAIL ROOF PLAN WALE. .114--1-W I :0-e ELEVATOR Farm STAR 15 I ELv.j 1 7 XE�LEV.12 PROPOSED CPASE FOR CABLE RUN TO ROOF 7_ OF 3 =0011S) PETAIL FLOOR PLAN (hz 1.1 i -.J. E C • T'.: FN 'F;-0 R M- Al -F 0 N 3RD SMEET 'Applic Air.to Tom Wmw- 511-C LVALCK"'im 'I .3 W M'M RO W= HM4 mm I r:111 I I I I I I I I- Ff 11-J. W O�uer Contact: .1 olm 021EEN KEIDI (W OF RINTINCIONBE06 MY iOF WRIINZIN M0 FIRE 0OWSW 2DDQ M STREET WX S01EE1. KJNTW(K Ck HUNWON KC.K CA MQ r4) 535-5m Siti Desdiptioni: Site Address: &Jut* �AAVIII 6g" sma, va 4111;emm�� � -.*Ird 1111 4� ME I C 1 1 T Y M A P F4 Zi I ROOF Z 'SITE PLAN SXL- I' - W-T' PROPOSED 4-FT. DIAMETER MCRDffAVE DISH ANIE" (OLT ONE LOCATION) PROPOSED CPS, LORA No TEST NONE ANTENNAS LOCATED BDW AND OWN DaSTING STAIR TOWER 15 — TIE Kam PARAPET WALL PROPOSED A/C MIS LOCATED ON. TIE FM ABOVE THE.EQLNP. IN, EIDIINO AND OEM TK PARAPET IIIALL TEN STUCCO REVEAL NEW STUCOO DR36M FK% urm 10 AM mm TO WICH DOW SUM DOSTING PROPOSED METAL DOWNSPOUT sn)= Damm WffH OVIEFAM PAINTED TO A HNNi 10 MATCH MATC" Dmm 91111 IG Dow PRVOSEID AIRMUDI CELLUWU NEW SIE35. SCMM EOUIPMEK ROOM DOOR AND FRAME, PAINTED To M9CH Em� WL : T Ap BOX - D35r&r. mmrwAr FINISH MAIN STREET pum 4- IF - L . rp iIlir Ilk __ PROPO%D 44T.'DIAMETER MICROWAVE DW WrENNA, EX . bw PI)=SE MEWANICAL. SOM PROPOSED CELLULAR ANTENNAS ONE RON OF (5) ANTENNAS OR I ml III PROPOSED DIM FOR NEE (ABLE RUN TO ROOF PANED TO wim (E) D3STING METAL CRUSE PAINTED TO MCCH RE OEM BUILD14 Eft-M METAL DOWNSPOUT PANTED TO 11401 THE DNW BINDING EVING StUDDO REVEAL. Dom ELEmm AND STAR TOWER .., - LEGAL/SITE DESCRIPTION ALL. THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE. CrTY OF HUNTINGTON BEAM DESCRIBED AS FIDLLOWS. PARCEL I - UNIT A. AS SHOWN ON THE WC"HIUM PLAN ( THE 'PLAN-) RECORDED APIRIL 'ILO. 1991 AS iNSTLwENIT NO. 91-168227 OF OITIMAL. RECORDS OF ORANGE COUNTY. CgffoqNA PARCEL 2- .-AN uMYADED nFTY PERCM (501) INEkFXSL IN AND TO THAT PORTION OF LOT I'OF TRACT .NO. 14133. AS SHM ON A kW FILM iN BOOK 574. PAGES 46. 47'AND 45 OF MISCELLANEOUS MAPS. RECORDS OF ORAINIGE COUNTY. CALIFORNIA DEnmm As 'cmm AlmC IN THE PLAN AND m THE DECLARATION or COFVDVMS.CONDff0NS AND R57RCMZ FOR MArN PIER PARKING FACUTY ('W,M-n RECORDED APRIL 10. 1991 AS OGMUL09 NO. 91-16B22B OF OFFICIAL REIDDRDS OF m"m amm cnff=K PROJECT DESCRIPTION AMM C1=AR IS SUWW AN APPLICATION FOR A CONDITION& USE POW NO RELHED APPROVALS TO AM THE INS11MAIM Or A MECOMIAIMCION FACILITY CONSISM OF (15) DIPUTIONK CELLULAR #MMOS, (1) TEST NOBILE V, 61k (1) AW GPS ANTE)fik (1) LORAN WffN% AM (11WEQUI . M �" ROOM. ALL OF TEL BE MOLINTED ON THE FACE OF THE OF THE DZW STAIR TOWER. LDCM IN THE CDM3t OF THE PARIONC STRUCDJF,-ABOVE THE PROPOSED EW" ROX THE MICROWAVE aWJWATM DW AND CELUAR ANTENNAS WILL ALILOW IN WIMESS INTERCONNOM MM OM CMUMCATION FACILM IN ORANGE COLM AND ALLOW FOR Ali INDEPENDENT COWUUW-40 POWWPIM CAN CWWUE TO FUNCTION F ELECTRIM SERVICE 4S DISCONTINUED DUIM AN EME1110cr SITUODIN AND/OR.HATLIRk DISASTER. THIS FACUrY WILL ENFIAACE THE GENERAL HEPLTK S*ETY AND WELFARE OF THE aX0M NO AREA BY PRDdM A" RE LLW CE11ULAR COMMUNICJM AT THIS LOCATION. .:Geodetic -Coordinates: .tAMUO[;- Inrl XXX BiLsis. of Bearing: I THE BIM SHONN KM ARBASEDBASEDBASEDSTALE PLANE MORDSM SIM ZCrkmvn 7 'w min Iw'p w WK m.- .1 1 w W, nrc i EXTERIOR ELEVATION — PEST IIIIIIIfIII� � 411 Aiffiaw'iiSTAUi�ii� (IIIIIIIIIII`�� II I I I I I I' I I DOW WY EgMM SMRPa AFC SED DarAFULF ELM FDO, m eE REM111 113WM M P� A GAIN Of tF H (S) PMKING SFAUS Fr I f I f I I I I I I f I - A4 mEWS - - --o s wa m 4 , U r 0 � N P OKi a V d nn. ATTACHMENT 2 •. • RECORDING REQUESTED BY, AND WHEN RECORDED, RETURN TO: AirTouch Cellular Post Office 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 November 16, 1998, by and between CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor") and LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP ("Lessee"). RECITALS WHEREAS, Lessor and Lessee have executed that certain Master Communications Site Lease Agreement ("Lease") dated as of August 3, 1998, and Schedule No. 2 pursuant to that Lease, covering certain premises ("Premises") situated on certain real property located in the City of Huntington Beach, County of Orange, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference; and WHEREAS, Lessor and Lessee desire to record notice of the Lease covered by such Schedule, in the Official Records of Orange County, California; NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows: Demise. Lessor has leased the Premises to Lessee (together with access rights), and Lessee has hired the Premises from Lessor, subject to the terms, covenants and conditions contained in the Lease. 2. Expiration Date. The term of the Lease ("Term") is scheduled to commence as provided for in Schedule No. 2 and shall expire five (5) years thereafter, subject to certain options to extend the Term pursuant to the Lease. SF/s: PCD:Agree:Schd-M7 RLS 97-997 1119198 - #3 0 3. Lease Controlling. This Memorandum is solely for the purpose of giving constructive notice of the Lease. In the event of conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall control. IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum of Lease as of the date and year first written above. APPROVED AS TO FORM: City Attorney P� 71"' 4p�o�nul�� �A LESSOR CITY OF HUNTINGTON BEACH A MUNICIPAL CORPORATION By: Name: Title: ATTEST. - City Clerk LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general Partner By: Jeff Chessher, Vice President, Engineering & Operations I0 Hal Crookes, Assistant Secretary SF/s:PC D:Agr":Schd-#7 RLS 97-997 11 /9/98 - #3 ATTACHMENT 3 � ���� � � -�,x�;t i' �,�� ��� d LICENSE AGREEMENT This License Agreement is entered into this day of and between LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited 1998, by partnership ("SMSA") and MAIN PROMENADE, INC., a California non-profit mutual benefit corporation ("MPI") RECITALS A. SMSA and the City of Huntington Beach ("City") 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 (the "Lease"), which authorizes SMSA to install antennae and related communications equipment (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 Schedule Number 2 for the location of SMSA's antenna and related communications on the roof of the City Parking Structure located at 200 Main Street, Huntington Beach (the "Parking Structure"). The rent due City is One Thousand Two Hundred Fifty Dollars ($1,250.00) per month pursuant to the Lease, plus additional compensation pursuant to Schedule Number 2. B. The Parking Structure is located in a condominium project, legally described in Exhibit A, attached hereto. The City owns the Parking Structure, which is designated as Unit A in the condominium project, and Robert Koury owns Unit B of the condominium project. The City and Robert Koury each own a fifty percent undivided interest in MPI, which owns the common area in the condominium project. The roof -top elevator of the parking structure (the "Elevator") is part of the common area. 1 SF-Mgee:SMSApak RLS 98- 11/09/98 - #4 C. Although the City owns the Parking Structure, SMSA desires to attach its Facilities to, and attach an antenna on the Elevator. MPI now wishes to grant to SMSA a license to attach the Facilities to, and locate an antenna on, the Elevator, pursuant to the terms and conditions set forth herein. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: Section 1. License. MPI hereby grants to SMSA a license to attach the Facilities to, and locate an antenna on the Elevator, including utilities connections, as more particularly described in Exhibit B, attached hereto. All of SMSA's construction and installation work shall be performed at SMSA's sole cost and expense and in a good and workmanlike manner. All of the Facilities shall remain the property of SMSA and are not fixtures. SMSA has the right to remove all of its Facilities at its sole expense on or before the expiration or termination of this License; provided that SMSA shall repair any damage to the Elevator caused by such removal and will leave the Elevator in satisfactory condition as approved by the MPI. Upon termination of this License, SMSA shall remove all its Facilities and will leave the Elevator in satisfactory condition as approved by MPI. As consideration for License, SMSA shall pay MPI a License Fee of Four Hundred Dollars (S400.00) per month, due the first of each month to the following address: Main Street Promenade, Inc. c/o Ron Hagan, Community Services Director 2000 Main Street Huntington Beach, CA 92648 MPI may change such address upon written notice. 2 SF-98AgMe,SMSApak RLS 98- 11/09/98 - X4 0 Section 2. Maintenance. SMSA shall be solely responsible for maintaining and repair the Facilities at its sole cost and expense. CITY shall provide SMSA with access to the Facilities at all reasonable times to allow SMSA to maintain and repair the Facilities. SMSA shall repair any damage caused to the EIevator by the Facilities. Section 3. Rights and Obligations of the Parties. The rights and obligations of SMSA to install and maintain the Facilities on the Elevator are subject to all terms and conditions of the Lease. Should the Lease or Schedule Number 2 be terminated, SMSA shall remove the Facilities pursuant to terms and conditions as specified in the Lease. Section 4. remains in effect. Section S Term. This License shall remain effective so long as Schedule Number 2 Indemnification. SMSA hereby agrees to protect, defend, indemnify and hold and save harmless City, Robert Koury, MPI and its owners, officers, partners, employees, agents and affiliated entities (collectively, the "MPI 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 Facilities. Section 6. Insurance. (a) SMSA 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 MPI Indemnities as additional insureds and provide coverage in an amount of not less than One Million Dollars (R1,000,000) combined single limit coverage. 3 SF-98Agree:SMSApak Rt S 98- 1 1 /09/98 - #4 0 (b) SMSA shall also carry at all times incident hereto "all risk" property insurance on the Facilities 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 SMSA shall immediately notify MPI of any known depletion of limits. SMSA shall require its insurer to waive its subrogation rights against MPI Indemnities and agrees to provide certificates of insurance evidencing the same. Section 7. Certificates of Insurance; Additional Insured Endorsement. (a) SMSA shall furnish to MPI 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 MPI. (b) The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of MPI by SMSA under this License. SMSA. shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. Section 8. Waiver of Subrogation. SMSA releases the MPI Indemnities from any claims for damage to any person or property caused by, or resulting from the operation, maintenance and repair of the Facilities. SMSA shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of'subrogation against MPI in connection with any damage covered by any policy. Section 9. Force Maieure — Unavoidable Delays. Should the performance of any act required by this License to be performed by either MPI or SMSA be prevented or 4 SF-98Agrct:SMSApak Rl S 98- 11 /09/98 - 44 • 0 delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused, provided, however, that nothing contained in this section shall excuse the performance of any act rendered difficult solely because of the financial condition of the party, SMSA or MPI, required to perform the act. Section 10. Notice. Any written notice, given under the terms of this Lease, shall be either delivered personally or mailed, -certified mail, postage prepaid, addressed -to the party concerned as follows: TO MPL TO SMSA Los Angeles SMSA Limited Partnership CIO Air Touch Cellular 3 Park Plaza Irvine, CA 92614 Attn: Supervisor, Property Management (714) 222-7612 Copy to: AirTouch Cellular P.O. Box 19707 Irvine, CA 92713-9707 Attn: Legal Department (714) 222-7032 SMSA or MPI may from time to time designate any other address for this purpose by written notice to the other party. Section 11. 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. S SF-98Agree:SMSApak R1-S 98- 11 /09/98 - #4 Section 12. Attorneys Fees. Should either party bring an action against the other for the purpose of enforcing the terms of this License, or for damages arising from its breach, then in such event, each party shall bear its own attorney fees and costs. Section 13. Time of Essence. Time is expressly declared to be the essence of this Lease. Section 14. Governing Law. This License shall be governed under the laws of the State of California. Section 15. Survival. Terms and conditions of this License which by their sense and context survive the termination or expiration of this License, shall so survive. IN' WITNESS WHEREOF, SMSA and MPI have executed this License Agreement as of the date and year first written above. SMSA: LOS ANGELES SMSA LIMITED, a California limited partnership By Name (print or type) Title 6 SF-98Agree:SMSApak R1S 98- 1 l /09/98 - #4 MAIN PROMENADE INC., a California Nonprofit Mutual Benefit Corporation President Secretary ATTACHMENT 4 A�l VO, .�7 L f j -V In t A t-- .�.{}•I �5 l4 '1 ,' '! �� �, yr, y Y`^I.�N14` �j�T.�. 5 F. ir : 6-Frl 4n1'S fr Tr r t �• r rl i�� ,��' Sji' I,t.Y•Yit.. �„ I •'j' rli`:,i � - �{; I t. `i �• �' jl •• � .r .I. k,P �r✓�j!.'Ij�r,' b . I •t���}}• j! ' +• 1 1 i�1 , : L r> . •^T� } `,•l., Sri?mi,I�r,: 1 ,c � � r ,> 1'Y` +;) y •. +. c�; N r,'r r t- I ` � �I> �,' � ulr.- ' 1 � ,.. (. „; u!. 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I I 3 PARm SPACES M BE CAMEO OT REWA OF E14SIWC FDM CiT SIOM FACkHT. 2 PARI@IG SPAS TD BE 106T 9Y PNOPM ARRM CaLULAR FAcu A PAROIG SPACE 'M BE LMI IN E7pmm" OF E7mm rmm aY PET CIWICE = a omm air EOilp" SiQ' a AREA Sl3dm 8r A F1AL "Me OVA m FENCE 10 W EYPAA♦E1E0. RCRXnW IN A LOSS OF OW (1) PARO G STALL DWW MY FAL7 MENT SWRAGE AREA � �A SEDM & A Fi![L N009 CKM M F XF, M BE REA10Vm. REST UM al • � A CAN OF 116E (3) PARKIIG SINJ S I 1 1 I I II II •`'- � I I � 1 4 1 4 - EXTERIOR ELEVATION -WEST c 8 V a- ■-s s fF 9E7 2 r� V v � n Q � n T G": a . O O g , L f t 3 .. (TYP. OF s LDGATIGFS) �- .-.DETAIL ROOF PLAN (bz • . Ste: 1/4%f-w 10'-2- (NEW) !7 f 1y u• �r +r ¢ . a 1 EXISTING ROOF % 1 FsucH 8'-9- (E7�11NG) 11 -9 (E705T11iG) � 1 `� ELEVATOR FOYER STAIR 15 ELEV.11 - i n Zafu.12 _ PROPOSED 1TO f,A!#.E RLAF TO ROOFOF r, 1D'-2 (FIEYr)' 21f-ti (ElOSTlhIG) DETAIL FLOOR PLAN IN 11 _.�-. Pk�ERP''l7f A OUII G7JJA� 1U11.CICCOtlE- SIZE LEVi1CF1w W.P , ` r plRl!p) ROE' (714 8215 [ [ mc 3 Pa P" Ira FLU, Fm NFT m - +V'S?L XKI. ux.._ } .f CufO M 92713-9707 Pl it [�14Jn2-7696 Ownef. Oiruer Contact: aummmm `—� F�RATOR PARON6 `. aSEWG PARIO.'tG SDt11CT17RE flflfff[ � ff .fff fff PROPOSTA AIRTOMI MLLILAR fiMMI,T ROOM - SEE FLOOR PLAN EOSDtiG STAR W. 5 TOWER SEE DETMED fum ROOF / SITE PLAN Iw,,1 suw (hz SCRE r - 30'-W EMAS PROPOSED of {5 ANIT K (TYPrR Al THL4I FDFAT10Ft5) PROPOSED 4-FT. DLA1OM 10FRONAVT: Dw *w" (OtalY OFL LOW00 i PROPOSED O r. LOW AND ! TE51 11DEq E ANTE NWSWMAME) No _ DfSTNG STAIR TOWER j5 DIE F'E�RSETf7t PABAPCT WALL PROPOSED A/C UILTS ' LOCATED OR THE RDOF MD& TIE UMP• W_ BDM AND UEL M THE PARAPET WALL y IEYI STLIOCU IEVEAL teg STUODO pQMR FiHw �~ r ±• LK 10 go "I TO MATCH E45W BIAD" j' • }'.'s4 —'- PROPOSED PETAL DOk4SPgjT DMFU w" DYiS1fm PAD= TU 51 To wjw PROPOSED AIRTDUdt CE11LtWt- - z NEW SIM SICM FOOrP" ROOM o DOOR AND FRAIL i PANTED TO WATCH ply GEX TAP BOX —� .11 1; E 1m of FIpLTTNClpY BE+at 2DOO WN STREET MIN1WGEN BM C192648 Site .Description: r, MI MAm ARii1[M 1iT13 m SK 1ttm (16) M TRIM NO (Q ME. RMU, LOCATED ON a IffUt DM OF M DE PAW SIRUCRIAE. Owiw xxmm BEACEI FIRE DIPAiillf3Tf 1[>hT1 ilTli TE70 TA Site Address: % wm mm IIURIt M SUM CAEfOft 52618-2702 ASMf8 PARCEL LPP ML 937-19-29 YICIYITY MAP — F'. 1 Mgr 4 a� AA7C A7iN PROPOSED 4-FT. VAOM tA1CROWAVE DISH AhTi'MM ' E asm PMTWSE / 1E ME ROW OF (5) MTDOVS VYPICaI OF THREE LOCATIONS) EXISTING CLAY TILE ROOF EIaSw STUCCO WRAPPED ardo E (TYT'ICi11) PROPOSED CHASE fOR Kw CABLE RUt To ROOF PAMLI) TO LATCH (E) DUSTDTG PETAL CHASE PAWED Ta YATCR THE E]OING 11ETAL DOWF6FW PA M, 10 NA10i TK EXISTING BUILDYYG E175M STUCCO REPEAL M64G ETZMm AHD STAR TONER LE.GALJSITE DESCRIPTION ALL T?MT .CERTAIN LARD ST W`ED N THE STATE OF CkFORFRA, COUNTY Or ORANGE, CNY Of MhTMON BEAGt. DESCRM AS FOLLOWS - ?AM 1: UWR A. AS SH04..N ON THE CONDOUN1UY PLAN (.THE 'PLAN) RECORDED AML '10. 1991 AS INST2AMENT NO. 91-168227 OF OFTV& REtXr:T05 OF ORANGE COLVO. CALfMA. PARCEL 2- AN UNDM4DEo FIFTY PERCMT (50%) NLWJ?M N AND To THAT PORTn4 OF LOT 1 OF.TPXT NO. 14133. AS SHOWN ON A YAP FILED IN BOOK 674. PAGES 46, 47 AND 4$ OF UF-T MIEM6 YAPS. RECORDS OF ORANGE COUNTY. CALFOR1aA DEFT= AS cMwx AREA IN -THE PLAN AND N TKE DECLARATION OF COVENANTS, CON 11TTON5 AND REsTFOcDONS FOR 11AN PER PARKL4G fAcLny ('CCdit S7 Rr OOR"EO A L 10. 1991 AS 06TRWDfl No. 91-16MB OF DFFICW RECO>?LS of ORANIX cardY. FJILyw" PROJECT DESCRIPTION ARTFOUM CULILAR IS SiP.)WMfG AN APPUCIVTIOM FOR A Cd0010NA, USE PEW AND FSKED APP110VAFS 10 ALLOW TIE UWALI AIAON OF A MEDO1810. C ilOM FNAM OMSISTW OF (15) DFiECT1OM CaLLEAR AAUDNAS, (1 TEST YOME ANrD ik (1) GPS ANTONA• {I) LORAN ANTENNA, AM (1) EOIEEP'fE771F ALL OF THE MUMS FAIL BE UOLM ON THE FACE OF THE PARAPET ■AEl OF THE i1RSHNG STAR TOEM 0� INFW THE CE ER OF THE PAG STTaiICiIRE..A90VE THE PROPOSED TAU 60ff THE ICD MVE CO4'.P.1F6CA113M UM NO CO.0 LAR A,'L1E3t V 1 ALM 1.OR VRf].ESS MTEROONWM W.T11 OTHER CDF MUW-►110N FACUM IN ORANGE 000MY, AND 9MM FOR AN MEPERW ODYUUMCAIM NETMA)PY( PiIC t CAN C MNUE To nA CDON F ET.ELTTaJL SERVICE 6 06CGM1ia7ED IM E31EA>i CY WTUCIOM N O/M.NA7URAL D6ASTFR- THLS FACILITY *U ENHANCE THE GMAL HEALTH. SAM AND WELFARE OF THE MUM MV W0WJ1QK AREA BY PROVIOHIG MORE RIBA L CRUILAR C0LAa1F1C,TI0N AT TN6 1DCATTOK Geodetic Cogrdinates: B893s-of Bearing: 1AIIRRIT_ XV NE HA56 SH ON H>L UN ARE EVLreD W% TIE 1PI-610131 1 I CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK P,Ek December 10, 1998 Mr. Peter Martinez Pillsbury, Madison & Sutra, LLP Attorneys At Law 650 Town Center Drive, Seventh Floor Costa Mesa, California 92626-7122 Dear Mr. Martinez; CALIFORNIA 92648 C6'�-,,,$-pots keq ]7�j F,1-e� Enclosed please find an executed original of the Master Communications Site Lease Agreement Between The City Of Huntington Beach And Los Angeles SMSA Limited Partnership and a certified copy of the Memorandum Of Lease By And Between The City Of Huntington Beach And Los Angeles SMSA Limited Partnership that was sent to the Recorders Office for recordation. When the conformed copy of the Memorandum of Lease is received from the Recorder's Office the City Clerk's Office will forward it to you, as well as sending you a copy of the final recorded document when it is received. Sincerely, 44-1j 1 A ,W� Connie Brockway City Clerk Enclosure: Agreement and Memorandum of Lease CC: Scott Field, Deputy City Attorney Carolyn Strook, Fire Department G:Fo1Iowup jc:airtouch.doc (Telephone: 714-536-5227 ) ,f . MASTER COMMUNICATIONS SITE LEASE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LOS ANGELES SMSA LIMITED PARTNERSHIP THIS MASTER COMMUNICATIONS SITE LEASE AGREEMENT ("Lease") is entered into this.3jW of #&6&67- 199_, by and between LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP ("Lessee") and THE CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION ("Lessor"). The parties hereto agree as follows: ARTICLE 1 - TERM OF LEASE Section 1.01 Premises Lessor owns the real property described in a) each Schedule C"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 7/28198 - 02 Section 1.04 Term The term of the Lease for the Premises ("Term") shall be for five (5) years commencing with the issuance of a local building permit allowing Lessee to construct its cellular communications facilities on the Premises, or upon the Commencement Date as set forth in each Schedule, whichever is earlier. Unless otherwise agreed to in the applicable Schedule. Lessee shall have the right to extend the Term of the Lease for the Premises for five (5) additional terms (`'Renewal Term") of five (5) years each. Each Renewal Term shall be on the same terms and conditions set forth herein. The term of the Lease shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor or Lessor notifies Lessee in writing of either party's intention not to extend at least thirty (30) days prior to the expiration of the original Term or Renewal Term. Section 1.05 Rent/Consideration (a) Upon the Commencement Date, Lessee shall pay Lessor, as rent, the sum of one thousand two hundred and fifty dollars ($1,250) per month ("Rent") for each individual Schedule. Rent shall be payable on the first day of each month, in advance, to Lessor at City of Huntington Beach, Accounts Receivable, 2000 Main Street, Huntington Beach, CA 92648. If the Commencement Date is other than the first day of a calendar month, Lessee may pay on the first day of the Term, the prorated Rent for the remainder of the calendar month in which the Term commences. Thereafter, Lessee shall pay a full month's Rent on the first day of each calendar month, except that payment shall be prorated for the final fractional month, or if a Schedule is terminated, before the expiration of any month for which Rent should have been paid. (b) For any Renewal Term, Lessee shalI-pay the then current Rent, increased by any percentage increase which occurred in the Consumer Price Index (All Items, Base 1982-84 = 100)-as published by the United States Department of Labor Bureau of Labor Statistics, for All Consumers for the Los Angeles, Anaheim, Riverside Metropolitan Statistical Area during the preceding five (5) year period. Such increase shall not exceed twenty-five percent (25%) of the Rent during any Renewal Term. ARTICLE 2 - TAXES AND UTILITIES Section 2.01 Personal Property Tax Lessee shall pay before they become delinquent all tax assessments or other charges levied or imposed by any government entity on Lessee's Facilities. If such taxes are not assessed separately to Lessee, Lessor shall provide Lessee with evidence, reasonably acceptable to Lessee, of such tax assessment and the amount due. 2 S Fls: PCD: Agree: 1ls[rcomm RLS 97-997 7128198 - H2 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 Tar 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. Sr/s:PCD:Agree: Nistrcomm R!_5 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 tong 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:PCQ.Agree:htstrcomni RLS 97-997 7l28r98 - 92 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 "rith work of any character performed on said Premises by or at the direction of Lessee. However, Lessee shall have the right to contest the validity or amount of any such lien but, upon the final determination of such questions, shall immediately pay any adverse judgment rendered with all proper costs and charges and shall have the lien released at its own expense. If Lessee desires to contest any such lien, then prior to commencing such contest, it will furnish Lessor with a bond, if requested, to secure the payment of such obligation. (b) Lessor waives any lien rights it may have concerning the Lessee's Facilities. ARTICLE 4 - INTERFERENCE Section 4.01 Installation (a) During the installation of Lessee's Facilities, Lessee shall cooperate with the City of Huntington Beach's Public Safety Communication Systems Group, which shall monitor the installation of Lessee's Facilities. (b) Lessee's Facilities shall not disturb the communications configuration equipment and frequency that exist on the Lessor's Property on the commencement date of operation of Lessee's Facilities. Lessee's operations shall not interfere with any of Lessor's communications operations on a citywide basis, either current or future. All operations by Lessee shall be lawful and in compliance with all Federal Communications Commission ("FCC") requirements. Lessor shall not permit the use of any portion of Lessor's Property by any third party subsequent to the installation of Lessee's Facilities on the Premises which interferes in any way with the communications operation of Lessee, provided that if the third parry'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. 5 SFlsTM AgreeNstrconim RLS 97-997 7128/99 - #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, Hold Harmless Lessee hereby agrees to protect, defend, indemnify and hold and save harmless Lessor, its officers, and employees against any and all liability, claims, judgments, costs and demands, however caused, including those resulting from death or injury to Lessee's employees and damage to Lessee's property, arising directly or indirectly out of the obligations or operations herein undertaken by Lessee, including those arising from the passive concurrent negligence of Lessor, but save and except those which arise out of the active concurrent negligence, sole negligence, or the sole willful misconduct of Lessor. Lessee will conduct all defense at its sole cost and expense. Lessee shall reimburse lessor for all costs or attorney's fees incurred by Lessor in enforcing this obligation. Section 5.02 Workers' Compensation Insurance (a) Pursuant to California Labor Code Section 1861, Lessee acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against liability for workers' compensation; Lessee covenants that it will comply with such provisions as required. (b) Lessee shall maintain such Workers' Compensation Insurance in an amount of not less than One Hundred Thousand Dollars (S100,000) 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. S F/s: PC D: Agree: k1strcom m RLS 97-997 7128/98 - N2 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 (SI,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 VA 5Fls:PCD:Agree:`1stre". m RZ5 97-997 7128/98 - 42 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 - TER'VIINATION 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 Iiability on thirty (30) days prior written notice as follows: (1) by either party upon a default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default, provided that the grace period for any monetary default is ten (10) days from receipt of notice; or (2) by Lessee if it does not obtain or maintain any license, permit or other approval necessary for the construction and operation of Lessee Facilities; or (3) by Lessee if Lessee is unable to occupy and utilize the Premises due to any action of the FCC, including without limitation, a take back of channels or change in frequencies; or (4) by Lessee if Lessee determines that the Premises are not appropriate for its operations for economic, environmental or technological reasons, including without limitations, signal strength or interference. In addition, the five (5) years term is subject to termination by Lessor upon one hundred eighty (180) days written notice, if during the term hereof, the implementation of a revitalization plan affecting the Lessee's operation occurs. Lessee is hereby granted the right to participate in such revitalization process, and will be afforded the opportunity to continue to operate pursuant hereto so long as Lessee meets Lessor's reasonable requirements pursuant to such revitalization plan. SFls:PCQ:Agree: Nlstrcorim RLS 97-997 7/28198 - M2 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/s:PCD:Agrce:Mstrcomm RLS 97-997 7/28/98 - 92 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 S - 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 laves, 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 Ieasehold 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 S Fls:11MAgreeNstrcomm ALS 97-997 7128198 - h2 • • 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 - EtiVIRONMENTAL 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 «•astes. In addition, Lessor represents that no hazardous materials, hazardous substances, hazardous wastes, pollutants, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof) or underground storage tanks are located on or near the Premises unless specified in writing to the Lessee prior to signing a specific lease agreement. Notwithstanding any other provision of this Lease, Lessee relies upon the representations stated herein as a material inducement for entering into this Lease. Section 10.02 Lessee's Hazardous Materials Restrictions Lessee shall not use or store hazardous materials on site without written approval from the Lessor. If the Lessor approves the use or storage of hazardous materials, the Lessee shall be responsible for site testing and all hazardous materials clean-up of the site from environmental damages caused by Lessee's use of such materials. ARTICLE 11 -MISCELLANEOUS Section 11.01 Force Majeure -Unavoidable Delays Should the performance of any act required by this Lease to be performed by either Lessor or Lessee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused, provided, however, that nothing contained in this section shall excuse the prompt payment of rent by Lessee as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the party, Lessor or Lessee, required to perform the act. SF/s: PCD:Agree: Msircomm RLS 97-997 7/28i98 - #Z 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 HUNTINGTO:ri BEACH 2000 Main Street Huntington Beach, CA 92647 TO LESSEE: LOS AN'GELES SMSA LIMITED PARTNERSHIP CIO AirTouch Cellular 3 Park Plaza Irvine, California 92614 Attn: Supervisor, Property Management (714)222-7612 Copy to: AirTouch Cellular P.O. Box 19707 Irvine, California 92713-9707 Attn: Legal Department (714)222-7032 Lessor or Lessee may from time to time designate any other address for this purpose by written notice to the other party. Section 11.03 Compliance with Law Lessee shall at Lessee's own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, relating to Lessee's use and occupancy of said premises whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Lessee in a proceeding brought against Lessee by any government entity, that Lessee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Lessor and Lessee and shall be ground for termination of this Lease by Lessor. Section 11.04 Binding on Heirs and Successors This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto. Section 11.05 Partial Invalidity Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired. 12 SF/s:PCD: Agree: Mstrcomm RLS 97-997 7/28/98 - #2 • Section 11.06 Sole and Only Agreement This instrument constitutes the sole and only agreement between Lessor and Lessee respecting Premises, the leasing of Premises to Lessee, or the lease term herein specified, and correctly sets forth the obligations of Lessor and Lessee to each other as of its date. Any agreements or representations respecting Premises or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void. Section 11.07 Time of Essence Time is expressly declared to be the essence of this Lease. Section 11.08 Governing Law This Lease shall be governed under the laws of the State of California. Section 11.09 Survival Terms and conditions of this Lease which by their sense and context survive the termination or expiration of this Lease, shall so survive. 13 SF/s:PCD:Agrce: Mstreomm RLs 97-997 7/28198 - ►t2 0 Section 11.10 Memorandum of Lease Upon request either party may require that a Memorandum of Lease for any Schedul recorded in the form of Exhibit "C". IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Jed— day of , 199 Tat Huntington Beach, California. LESSEE: VENDOR, LOS ANGELES SMSA LIMITED PARTNERSHIP, a California Limited Partnership Bv: AirTouch Cellular, a O'liforni j[ Corinordion. its Cien6al Partifer By: NamV1. Titie(/ V LESSOR: CITY OF HUNTitiGTON BEACH, A MUNICIPAL CORPORATION Mayor Chessher President, Engineering & Operations ATTEST: City Clerk /L/Y REVIEWED AND APPROVED: A44i;g City inistrator By: Name: Hal Crookes Title: Assistant Secretary APPROVED AS TO FORM: T., y fc>e- City Attorney9VP-?//f) 14 INITIATED AND APPROVED: Y1 ow. !�j — - Fire Chief 9- /_ 5 A' SFls:PMAgreeNstrcomni RLS 97-997 7128/98 - 42 0 • STATE OF CALIFORNIA ) COUNTY OF ) Z "+swum O 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 S Fls: PCD:Agrce: k1sirco mm RLS 97-997 7128,198 - #2 • ATTACHMENT 1 SCHEDULE OF LEASED PROPERTY This Schedule number , effective , 199_, is governed by the terms anc conditions of the Master Communications Site Lease Agreement entered into between LOS ANGELES SMSA LIMITED PARTNERSHIP, a California limited partnership and CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION, on , 199_, and is incorporated herein by this reference. The Premises leased to Lessee under this Schedule is commonly known as the City of Huntington Beach, Fire Station (Station No. and is more specifically described in Exhibits A and B. LESSOR LESSEE CITY OF HUNTINGTON BEACH LOS ANGELES SMSA LIMITED A MUNICIPAL CORPORATION PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIP By: — Name: Date: STATE OF CALIFORNIA ) COUNTY OF } 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 SFls:PCD:Agrec:hts[reomm RLS 97-997 7/28/98 - #2 EXHIBIT A LEGAL DESCRIPTION OF LESSOR'S PROPERTY The Lessor's property of which Premises are a part is legally described as follows: 17 SF/s:PCD:Agrce:htstrcomm RLS 97-997 7128193 - 92 • 0 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-I 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 SPIs:PCD:Agrcc:%1strcomm RIS 97-997 7128198 - 02 • is 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 MEMORAINTDUM OF LEASE ("Memorandum") is executed as of 199_, by and between CITY OF HUNTI\GTON 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: I. Demise. Lessor has ]eased the Premises to Lessee (together with access rights), and Lessee has hired the Premises from Lessor, subject to the terms, covenants and conditions contained in the Lease. 2. on or before Expiration Date. The term of the Lease ("Term") is scheduled to commence and shall expire five (5) years thereafter, subject certain options to extend the Term pursuant to the Lease. 19 Sf/s:PCD:Agree: htstrcomm RLS 97-997 7/29/98 - Q 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. 20 LESSOR CITY OF HU'NTI,\TGTON BEACH A MUNICIPAL CORPORATION By: _ Name: Title: By: Name: Title: LESSEE LOS ANGELES SMSA LIMITED PARTNERSHIP, A CALIFORNIA LPMITED PARTNERSHIP By: AirTouch Cellular, a California Corporation, its general Partner By: _ Name: Title: SFls:nCD:Agree:Mstrcomm RLS 97-997 7/28/98 - #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 SPs: PCD:Agrec:Nistrcomm RLS 97-997 7128/98 - P2 REQUEST FOR LATE SUBMITTAL (To accompany RCA's submitted after Deadline Department: Fire Subject Site Lease Agreement - Parking Structure .•.1 ! f `fill I}I �-IIF. r I �'Y----- -- _ -- - - , -: ., r. ' f - -! .1 : --' - • i � - -11!-� r L - 1 fr h ' r - N r4.. Council Meeting Date: 11/16/98 ;.,_.. Date of This Reauest: 1119198 REASON (Why is this RCA being submitted late?): Original site lease agreement between City and Airtouch Cellular was held up when it was discovered that part of the proposed cell site installation would be in the common areas at the parking structure, which falls under different ownership (Main Street Promenade). City Attorney's office had to review all the CC&R's relating to parking structure to ensure that lease agreement was entered into legally with both owners, City of Huntington Beach and Main Street Promenade, Inc. EXPLANATION (Why is this RCA necessary to this agenda?): This is a critical installation for Airtouch. They have construction crews on hold, ready to begin construction as soon as the site lease Is approved. Now that staff has identified all of the ownership issues, we can proceed with a lease agreement. CONSEQUENCES (How shall delay of this RCA adversely impact the City?): Delay has financial implications, not only for Airtouch, but for City and Main St. Promenade. Revenue from cell site is $1,250 per month lease payment, $306 per month parking revenue, and $400 per month to Main St. Promenade, Inc. This revenue does not begin until permits are Dulled for construction. Signature: Department Head Head O'Approved C3 Denied Ray Silver Citv Administrator RCA ROUTING SHEET INITIATING DEPARTMENT: FIRE SUBJECT: I AIRTOUCH CELLULAR AGREEMENTS FOR 200 MAIN STREET COUNCIL MEETING DATE: November 16, 1998 fu AW"RO GHMENT ......... ........ . . . ...... . . QZ"US' Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attomey) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City A ttomey) Not Applicable Certificates of Insurance (Approved by the City Attomey) Not Applicable Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (if applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable -....EXPL NATION�-:FORfMISSINGATTACHMENTS - _... i . .......... _.; w... - . ............ . ....... .......... ....... . ....... v. P., REVIEWEP@#���� ..... ..... 4�RETURNED" if MED' .. .... ......... Administrative Staff City Administrator (Initial) -Assistant City Administrator (initial) City Clerk