HomeMy WebLinkAboutC-2405.r
T-Mobile USA, Inc
12920 N„3Y.<. 38th Street, Bellevue, WA 98006
November 8, 2012
City of Arcadia - Public Works Services Department
11800 Goldring Road
Post Office Box 60021
Arcadia, CA 91066 -6021
T- Mobile Site ID: IE05406A
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SENT BY CERTIFIED MAIL
Re: The lease ( "Lease ") for the premises located at or about 670 E Orange Grove Blvd, Arcadia, CA 91066
( "Site "), and the transfer of the Lease to T- Mobile West Tower LLC.
Dear Landlord:
On September 28, 2012, T- Mobile USA, Inc. ( "T- Mobile ") and Crown Castle International Corp.
( "Crown ") entered into an agreement ( "Agreement ") regarding the tower portfolio of T- Mobile and its affiliates,
which includes your Site.
T- Mobile expects this transaction to close approximately at the end of November, 2012. At closing, T-
Mobile (including its affiliates) will assign the Lease and all of its rights in the Site and Lease to T- Mobile West
Tower LLC. T- Mobile West Tower LLC will then enter into a master prepaid lease (basically a sublease) which
grants certain rights to a subsidiary of Crown. These rights include the right to manage and operate the Site and
an option in the future to acquire T- Mobile's (including its affiliates) interest in the Site. T- Mobile West Tower
LLC will remain the owner of the rights, title in and interest in and to the Site until the Crown subsidiary
exercises the option. Additionally, a subsidiary of T- Mobile will continue to maintain its communications
facilities (including modifications) on the Site as part of the Agreement with Crown.
This letter asks that you please confirm your consent to the master prepaid lease with Crown, as it relates
to this Lease, by signing this letter and returning it in the enclosed self - addressed envelope. You should receive a
follow -up letter with further details around the time this transaction closes.
Thank you for your prompt attention to this matter. If you have any questions about this request, please
e -mail us immediately at rroot)ertymana ement &,t- mobile.com or call (877) 373 -0093.
Sincerely,
I �
CONCUR:
Allan Tantillo
Director By: g ✓ J
Tlom Ta it
Public Works
Services Director
PG70588.R1 t -1 ? .
Acknowledged and Consented:
Authorized Signatoo
PrintName: Domi.nic Lazzaretto
Citv Manager
Date: November 19, 2012
Mobiled,
3257 E. Guasti Rd.
Ontario, CA 91761
Theodore.Tsagris2 @t- mobile.com
July 26, 2012
City of Arcadia
11800 Goldring Rd.
Arcadia, CA 91006
Attn: Public Works Service Department
Re: T- Mobile Site #: IE05406A
Site Address: 670 Orange Grove, Arcadia, CA 91066
Consent Request and Acknowledgement for Antenna Facilities Modification
Dear Sir or Madam:
T- Mobile West Corporation, as successor in interest to Omnipoint Communications, Inc., a Delaware
Corporation, a subsidiary of T- Mobile USA, Inc., a Delaware corporation ( "T- Mobile ") and City of
Arcadia ( "Landlord "), are parties to a Communications Site Lease Agreement dated October 14, 2008
(the "LEASE ") for a site located at 670 Orange Grove Ave, Arcadia, CA 91066, upon which T- Mobile
operates wireless antenna facilities.
Pursuant to the Lease, T- Mobile can modify or upgrade its facilities at any time during the term of the
Lease after obtaining Landlord's approval. T- Mobile needs to replace and/or upgrade its facilities by
installing the equipment described in the attached Exhibit 1. All equipment will be installed within the
existing premises. Access to the premises and installation of all equipment shall be subject to the terms
and conditions of the Lease and any amendments thereto, and installation of all equipment shall conform
with the Lease's Schematic unless a new Schematic is separately approved by the City of Arcadia. This
consent request shall in no way be construed as modifying or amending the existing Lease except to the
extent that the City of Arcadia hereby simply assents to the installation of the equipment described in the
attached Exhibit 1. The Lease shall remain in full force and effect with respect to all access to the
premises and all equipment installed pursuant to this consent request, and for all other purposes.
To confirm your approval of the modifications described in this letter, please sign and date the following
acknowledgement on both copies of this letter, keep one copy for your records and return the other signed
letter to T- Mobile in the enclosed envelope. For your convenience, if you choose not to respond to
this request within thirty (30) calendar days, T- Mobile will deem consent to be granted.
If you have any questions, please contact Sydney Jaimes at 714- 729 -8404 ex. 109 or
sjaimes @core.us.com. Thank you for your cooperation and attention to this matter.
Sincerely,
Sydney Ja roes, C rtf a Develop ent Services
On behalf of T- Mobile West Corporation
Acknowledged, Accepted and Agreed:
Landlord: CITY OF ARCADIA
By:
Name: Dominic Lazzaretto
Title: City Manager
Date: July 31, 2012
IE05406A
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
City of Arcadia
EXHIBIT 1
DESCRIPTION OF T- MOBILE SCOPE OF WORK
Proposed T- Mobile scope of work:
1. Replace antennas
2. Install hybrid cable
3. Replace tower mounted amplifiers
IE05406A
1 ! 00'.
CITY OF ARCADIA
COMMUNICATIONS SITE LEASE AGREEMENT
WITH OMNIPOINT COMMUNICATIONS, INC.
1. PARTIES AND DATE.
This Communications Site Lease Agreement ( "Agreement ") is made and entered into
this �(�fh day of 00ber, 2008 ( "Effective Date ") by and between the City of Arcadia
(hereinafter referred to as "City "), a municipal corporation, and Omnipoint Communications,
Inc., (hereinafter referred to as "Lessee"), a Delaware corporation, a subsidiary of T- Mobile
USA, Inc., a Delaware corporation. The City and Lessee are sometimes collectively referred to
herein as the "Parties."
2. RECITAL..
2.1 Description of Leased Land. The City represents that it is the owner of a piece
of land generally located at 670 East Orange Grove Avenue, County of Los Angeles, identified
as APN: 5769 -017 -900 ( "City's Property "). City would like to allow the Lessee to use and the
Lessee would like to use approximately five hundred and eighty -nine (589) square feet of the
City's Property for its equipment shelter, monopine, and antennas, as well as all necessary space
and easements for access and utilities as more particularly depicted on Exhibit "A" attached
hereto and incorporated herein by reference ( "Leased Area ") for radios /antennas and associated
equipment, fixtures, and cabling (collectively "Communications Equipment "). City desires to
allow the Lessee to use the Leased Area and Lessee desires to use the Leased Area for the
purpose of installing, removing, replacing, modifying, maintaining, and operating a
communications facility using Lessee's Communications Equipment in exchange for due and
adequate consideration, the receipt and sufficiency of which are acknowledged by the Parties and
further described and set forth in this Agreement.
2.2 Access. In addition, during the Term, as defined herein, Lessee shall have a
nonexclusive, twenty -four (24) hours a day, seven (7) days a week, right of access, ingress, and
egress ( "Right of Access ") over the City's Property to install, operate, maintain and remove the
Lessee's Facilities, as defined below. In the event Lessee's Facilities fail to operate, Lessee may
have immediate access to the Leased Area, provided such access does not disrupt City activities.
The Right of Access will be located in those portions of the City's Property that are specifically
designed for access, ingress, and egress to the Leased Area.
3. TERMS.
3.1 Leased Area. City hereby grants Lessee a license on and over the Leased Area,
on the terms hereinafter set forth, for the purpose of constructing and operating the Lessee's
Facilities, as defined below, to provide mobile /wireless communications services only to
Lessee's customers and no other communication services or other technology support. The
license granted herein is irrevocable other than as set forth herein.
3.2 Term. The term ("Term ") of this Agreement shall be for sixty (60) calendar
months commencing upon the earlier of: (a)-90 days following execution of this agreement; or
IE05406A Orange Grove Park Lease.DOC
(b) the date Lessee commences construction of Lessee's Facilities (the "Commencement
Date "), and expiring on the date that is sixty (60) calendar months later. This Agreement may
be terminated in accordance with the provisions of Section 3.10 herein. Lessee shall promptly
deliver written notice to City of the Commencement Date.
3.3. Option to Renew. Provided Lessee is not in default under any of the terms of
this Agreement beyond applicable grace or cure periods, Lessee shall have the option to renew
this Agreement on the terms and conditions herein contained for four (4) additional terms (each,
a "Renewal Term" of five (5) years each. The Agreement shall be deemed to be automatically
extended for each successive Renewal Term unless Lessee provides written notice to City of
Lessee's intent not to do so at least ninety (90) days prior to the expiration of the first Term or
any Renewal Term.
3.4 Facilities; Utilities; Access.
3.4.1 Subject to the provisions of Sections 2.2, 3.10.3 and 3.11 of this
Agreement, Lessee has the right to erect, maintain and operate on the Leased Area radio
transmitting and receiving antennas, microwave dishes, tower and base, equipment shelters
and/or cabinets and related cables and utility lines and a location based system, including,
without limitation, antenna(s), coaxial cable, base units, location based systems, all ancillary
wiring, cabling, mounting hardware and associated equipment (collectively, "Lessee's
Facilities "). The Lessee Facilities shall be used to provide mobile /wireless communications
services, and for no other purposes. A schematic of the Lessee's Facilities ("Schematic ") is
attached as Exhibit "A" hereto and incorporated herein by reference. Lessee shall not deviate
from the approved Schematic without the prior written approval of City, which approval shall
not be unreasonably withheld, conditioned, or delayed. Provided all work shall comply with the
Schematic, Lessee has the right to install and operate the Lessee's Facilities on the Leased Area.
All of Lessee's construction and installation work shall be performed at Lessee's sole cost and
expense. Lessee agrees to obtain all permits and to furnish and transport all necessary labor,
materials, tools, implements, and appliances required to install and finish completely in a good
and workmanlike manner, to the reasonable satisfaction and approval of City, free of any and all
liens and claims of laborers, materialmen, suppliers, and subcontractors, and in conformity with
the Schematic and all applicable state, county, and municipal laws, codes, and regulations, the
Lessee's Facilities.
3.4.2 Title to the Lessee's Facilities shall be held by Lessee. Lessee's Facilities
shall remain Lessee's personal property and are not fixtures. Lessee shall remove to a depth of at
least one foot (1') below grade all of Lessee's Facilities at Lessee's sole expense within sixty
(60) days of the expiration or earlier termination of the Agreement, and shall repair any damage
to the City's Property or Leased Area caused by such removal. Lessee shall restore the City's
Property and Leased Area to their original condition, reasonable wear and tear or casualty
excepted as discussed in Paragraph 3.10.4. If Lessee shall not restore the City's Property and
Leased Area, City may proceed with such work, at Lessee's sole cost and expense, and assume
title and ownership to the Lessee's Facilities.
3.4.3 Lessee shall pay for any utilities and services required for the
Communication Equipment. Lessee shall separately meter charges for the consumption of
IE05406A Orange Grove Park Lease.DOC
• •
electricity and other utilities associated with its use of the Leased Area and shall promptly pay all
costs associated therewith at the rate charged by the servicing utility provider. Lessee shall not
be permitted to install or use submeters for utility charges where the master metered service is in
the City's name without the written consent of both the servicing utility provider and the City,
which may be withheld in the City's sole discretion. City shall provide Lessee, at Lessee's cost,
with such reasonable assistance as is necessary to enable Lessee to arrange for such utilities and
services. City hereby grants Lessee an easement in, under and across the City's Property
adequate to install and maintain utilities, which include, but are not limited to, the installation of
power and telephone service cable.
3.4.4 Lessee shall have the right to install a location based system at the Leased
Area as may be required by any county, state or federal agency / department to comply with the
Enhanced 911 requirements (E911).
3.5 Use. Lessee's use of the Leased Area shall comply with all applicable laws,
ordinances and regulations. City may license other communication users on the City's Property,
provided such other users do not interfere with Lessee's use. Lessee shall not interfere with the
communications operations of any other persons of entities who may have a lease or other
entitlement with City for the City's Property which pre -dates this Agreement.
3.6 Consideration. As consideration for the issuance of this Agreement, Lessee shall
pay to the City - monthly installments of Two Thousand and No /Dollars ($2,000.00) each (the
"Monthly Payments "). The first Monthly Payment shall be paid within fifteen (15) business
days following the first anniversary of the Commencement Date of this Agreement, prorated as
appropriate for a partial month. Subsequent Monthly Payments shall be payable on or before the
fifth (5th) day of each calendar month. If this Agreement is terminated at any time other than the
last day of a month, Rent shall be prorated as of the date of termination.
3.7 Increase of Monthly Payments. Throughout the Term and any Renewal Terms
exercised, the Monthly Payment shall increase by four percent (4 %) over the preceding year on
each anniversary of the Commencement Date. The first such increase shall occur following the
second anniversary of the Commencement Date of this Agreement (i.e. 24 months after the
Commencement Date). In addition, if Lessee collocates on Lessee's Facilities the facilities of
another provider of communications services, either: (i) the Monthly Payment shall be
reasonably increased by an amount to be mutually agreed upon by the City and Lessee; or (ii) in
the event such collocator leases ground space associated with its use of Lessee's Facilities
directly from Lessor, Lessor shall be entitled to all income derived by such ground space lease
and Lessee shall be entitled to all income derived from the collocator's use of Lessee's Facilities.
3.8 Payments. All payments shall be made payable to: City of Arcadia, 11800
Goldring Road P.O. Box 60021 Arcadia, California 91066 -6021, Attn: Public Works Services
Department.
3.9 Late Payment Charges. Lessee hereby acknowledges that late payment by
Lessee to City of the Monthly Payment and other sums due hereunder will cause City to incur
costs not contemplated by this Agreement, the exact amount of which will be extremely difficult
to ascertain. Such costs include, but are not limited to, processing and accounting charges.
IE05406A Orange Grove Park Lease.DOC
,l:
Accordingly, if any installment of consideration or any other sum due from Lessee shall not be
received by City within twenty (20) days after receipt of written notice that such amount was not
received when due, Lessee shall pay to City a late charge equal to ten percent (10 %) of such
overdue amount, as well as interest on the outstanding amount which shall accrue at the rate of
ten percent (10 %) per annum. In no event shall the late charge exceed the maximum allowable
by law. Acceptance of such late charge by City shall in no event constitute a waiver of Lessee's
default with respect to such overdue amount and shall not prevent City from exercising any of
the other rights and remedies granted hereunder.
3.10 Termination.
3.10.1 Termination By Lessee, This Agreement may be terminated at any time
by Lessee: (a) immediately if Lessee notifies City of unacceptable results of any title report,
environmental or soil tests prior to Lessee's installation of Lessee's Facilities on the Leased
Area, or if Lessee is unable to obtain, maintain, or otherwise forfeits or cancels any license
(including, without limitation, an FCC license), permit or any Governmental Approval necessary
to the installation and/or operation of Lessee's Facilities or Lessee's business; (b) immediately
upon written notice by Lessee if the Leased Area or Lessee's Facilities are destroyed or damaged
so as in Lessee's reasonable judgment to substantially and adversely affect the effective use of
Lessee's Facilities. hl such event, all rights and obligations of the parties shall cease as of the
date of the damage or destruction, and Lessee shall be entitled to the reimbursement of any
consideration prepaid by Lessee, except to the extent such damage was caused by the negligence
or willful misconduct of Lessee, Lessee's partners, affiliates, agents, officials, officers or
employees. If this Agreement is not terminated, then the Monthly Payment shall abate in
proportion to the extent Lessee is unable to use the Leased Area; or (de) at the time title to City's
Property transfers to a condemning authority, pursuant to a taking of all or a portion of City's
Property sufficient in Lessee's determination to render the Leased Area unsuitable for Lessee's
use. City and Lessee shall each be entitled to pursue their own separate awards with respect to
such taking. Sale of all or part of City's Property to a purchaser with the power of eminent
domain in the face of the exercise of the power shall be treated as a taking by condemnation. (d)
by Lessee if Lessee reasonably determines that the Leased Area or City's Property are not
appropriate for its operations: (i) for reasons directly related to the environmental status of the
Property such that Lessee's potential Hazardous Materials liability becomes unacceptable to
Lessee, in Lessee's reasonable discretion, through no fault of its own; or (ii) for technological
reasons, including, without limitation, signal strength or blockage interference which causes a
demonstratable adverse impact to the quality, capacity or coverage area of the services provided
by Lessee from the Premises, through no fault of Lessee; provided however that if Lessee
terminates for technological reasons prior to the expiration of the first Renewal Term, Lessee
shall pay Lessor a one -time termination penalty as liquidated damages within twenty (20) days of
the effective date of termination in an amount equal to six (6) times the then current Monthly
Payment as liquidated damages. Notice is to be deemed given upon the mailing thereof, postage
prepaid, to the City at City's address set forth below..
3.10.2 Termination By Lessee Or City For Cause. Violation of any term,
covenant, condition or provision contained herein by either party shall be cause for immediate
termination of this Agreement by the other party, unless corrected within thirty (30) days after
the other party's receipt of written request to do so. Late payment not cured within twenty (20)
IE05406A Orange Grove Park Leasc.DOC
days after receipt of written notice is cause for immediate termination at the sole discretion of
City.
3.10.3 Removal of Improvements. All structures and /or other improvements
placed on the City's Property by Lessee shall be the personal property of Lessee and shall be
removed by Lessee to a depth of at least one foot (1') below grade from City's Property within
sixty (60) days of the last day of the Term. In the event of termination by either party,
improvements shall be removed within sixty (60) days of the date of written notice of
termination. City may keep, or dispose of, at Lessee's expense, any real or personal property not
so removed. If City has agreed in writing that Lessee may leave any of its improvements in
place, then City shall be the sole owner of improvements remaining on the City's Property after
said sixty (60) days in their AS IS and WHERE IS condition without representation or warranty
of any kind other than any manufacturer's warranty that may apply which Lessee shall transfer to
CITY, if any. Lessee agrees to pay any costs incurred by City if Lessee fails to timely remove
Lessee's Facilities, including attorneys' fees and costs expended on action by City to compel
removal by Lessee or collect the liquidated damages described in this section. Lessee agrees that
the inconvenience and other damage to City in the event of Lessee's failure to timely remove
Lessee's Facilities is impossible to measure precisely, but agrees that five hundred dollars ($500)
per day is a reasonable estimate of City's damages. To this end, in the event Lessee fails to
restore the City's Property and Leased Area as required, Lessee shall pay to City the sum of five
hundred dollars ($500) as liquidated damages for each day following sixty (60) days, after the
expiration or termination of this Agreement during which Lessee's Facilities remain on the
City's Property without the City's written consent, and /or the City's Property or Leased Area are
not restored as required by this paragraph. During such initial sixty (60) day period, Lessee shall
pay one hundred twenty -five percent (135 %) of the then current Monthly Payment.
3.10.4 Vacating the City's Property. Within sixty (60) days of the expiration of
the term or at any sooner termination of this Agreement, Lessee shall quit and surrender
possession of the City's Property and its appurtenances to City in as good order and condition as
the City's Property was delivered to Lessee, reasonable wear and tear and damage due to
casualty not caused by Lessee excepted. Lessee agrees to pay reasonable clean -up costs
incurred by City.
3.11 Interference.
3.11.1 Lessee shall operate Lessee's Facilities in a manner that will not cause
interference to City or City's use of the City's Property, as well as to other lessees or licensees of
the City's Property, provided that such installations predate that of Lessee's Facilities. Except as
reasonably agreed to by City, Lessee shall not perform or have performed any tests, construction,
installation, operation, maintenance or repair activities on the City's Property or Leased Area
which will likely interfere with City's quiet enjoyment of the City's Property outside of the
Leased Area. All operations by Lessee shall be in compliance with all Federal Communications
Commission's ( "FCC ") requirements, as well as other applicable Federal, State and local laws,
rules and regulations. In the event prohibited interference occurs, Lessee agrees to take all
reasonable steps necessary to eliminate such interference promptly including but not limited to
powering down the interfering equipment. If Lessee fails to power down the interfering
equipment or otherwise cease prohibited interference as set forth herein, it shall be considered an
IE05406A Orange Grove Park Lease.DOC
event of default and City shall have the right, in its discretion, to either disconnect Lessee's
interfering equipment from their power source or terminate this Agreement upon written notice
to Lessee. Notwithstanding the foregoing, in the event Lessee does power down the interfering
equipment as required herein, it shall be allowed to termporarily re -power such equipment during
non -peak hours of operation previously scheduled with City as necessary to identify and /or solve
the prohibited interference. In the event Lessee is unable to solve the interference in a
commercially reasonable manner, Lessee may, in its reasonable discretion, terminate this
Agreement without further obligation accruing thereafter other than as specifically set forth
herein.
3.11.2 Similarly, City shall not use, nor shall City permit its lessees, licensees,
employees, invitees or agents to use, any portion of City's Property in any way which adversely
interferes with the operations of Lessee in a manner that can be evidenced through the provision
of supporting data to be provided by Lessee, except to the extent that such use predates the
operation of Lessee's Facilities. Such interference shall be deemed a material breach by the
City, who shall upon written notice from Lessee, use any reasonable and diligent efforts to
terminate said interference. In the event any such interference does not cease promptly, Lessee
shall have the right to terminate this Agreement pursuant to Section 3.10.2 or to seek an
injunction against the actual interfering party.
3.113 Lessee acknowledges that this Agreement is subject and subordinate to the
prior and future rights of City to use the City's Property, excluding the Leased Area, in the
exercise of City's powers and in the performance of City's duties. There is reserved to City the
right to construct or reconstruct facilities and appurtenances in, upon, over, under, across and
along the City's Property, and in connection therewith, the right to grant or convey to others
rights and interest to the City's Property; provided such rights and interests do not cause adverse
interference with Lessee's operations in a manner that can be evidenced through the provision of
supporting date to be provided by Lessee as prohibited herein.
3.12 Lessee's Work, Maintenance and Repairs. All of Lessee's construction and
installation work at the Leased Area shall be performed at Lessee's sole cost and expense and in
a good and workmanlike manner. No improvements related to the Lessee's Facilities or
otherwise installed by Lessee on the Leased Area, shall be constructed and /or maintained without
City's prior written approval of plans and specifications, including the aesthetic and visual nature
of such improvements, . No change to improvements or the Lessee's Facilities shall occur on the
Leased Area without issuance by the City of Arcadia of all approvals and permits required for
the construction of the improvements or the operation thereof. Lessee shall not change the
existing grade or otherwise modify the topography of the Leased Area or the City's Property
affected by this Agreement without prior written consent of City. Lessee shall, at Lessee's sole
cost and expense, keep the Lessee's Facilities and Leased Area in good, proper, and safe
condition in compliance with all applicable laws and regulations —All improvements shall be
maintained in good and workable order and good appearance, in accordance with City's
reasonable written direction which may be provided from time to time, including but not limited
to, painting and screening. In addition, Lessee shall make any repairs to the City's Property
caused by Lessee, its employees, agents, contractors or subcontractors, or incident to such
parties' use of the Leased Area or implementation of this Agreement.
IE05406A Orange Grove Park Lease.DOC
3.13 Hazardous Substances.
3.13.1 For purposes of this Agreement, the term "Hazardous Substances"
means: (a) any substance, product, waste, or other material of any nature whatsoever which is or
becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act (CERCLA), 42 United States Code Section 9601 et seq.; the
Resources Conservation and Recovery Act, 42 United States Code Section 6901 et seq.; the
Hazardous Materials Transportation Conservation and Recovery Act, 42 United States Code
Section 1801 et seq.; the Clean Water Act, 33 United States Code Section 1251 et seq.; the Toxic
Substances Control Act, 15 United States Code Section 2601 et seq.; the California Hazardous
Waste Control Act, Health and Safety Code Section 25100 et seq.; the Hazardous Substance
Account Act, Health and Safety Code Section 25330 et seq.; the California Safe Drinking Water
and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health
and Safety Code Section 25280 el seq. (Underground Storage of hazardous Substances); the
California Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.;
California Health and Safety Code Section 25501 et seq. (Hazardous Materials Release Response
Plans and Inventory); or the California Porter - Cologne Water Quality Control Act, Water Code
Section 13000 et seq., all as amended (the above cited California state statutes are hereinafter
collectively referred to as "the State Toxic Substances Law "); or any other federal, state, or
local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning any Hazardous Substance,
now or at any time hereinafter in effect; (b) any substance, product, waste or other material of
any nature whatsoever which may give rise to liability under any of the above statutes or under
any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or
strict liability or under any reported decisions of a state or federal court (c) petroleum or crude
oil; and (d) asbestos.
3.13.2 Except as otherwise stated in this Agreement, City makes no warranty or
representation whatsoever concerning the City's Property, including without limitation, the
condition, fitness or utility for any purpose thereof, of any improvements thereto with applicable
laws, ordinances or governmental regulations. Lessee's right to use the City's Property is strictly
on an "as is" basis with all faults. City hereby disclaims all other warranties whatsoever, express
or implied, the condition of City's Property, the improvements thereon, soil (or water), geology,
and any warranty of merchantability or habitability or Fitness for a particular purpose.
3.13.3 Except as otherwise specifically permitted under the terms of this
Agreement, Lessee shall not use, create, generate, store, dispose of or allow any Hazardous
Substances on, under, about or within the City's Property or Leased Area in violation of any
federal, state, or local law, rule, regulation, order, decree or other requirement listed in
subsection 3.13.1.
3.13.4 In no case shall Lessee cause or allow its contractors, agents or employees
to deposit or dispose of any such Hazardous Substances on, under, about or within the City's
Property or Leased Area. Furthermore, no permanent underground or above ground storage
tanks shall be installed on the Leased Area or City's Property and any Hazardous Substances
used by Lessee on the City's Property shall be used in compliance with all applicable law, rules
and regulations.
IE05406A Orange Grove Park Lease.DOC
• •
3.13.5 Subject to the notice provisions of Section 3.14, City and City's officers,
officials, employees, consultants, attorneys, contractors and agents shall at all times have the
right to go upon and inspect the City's Property and the operations conducted thereon to assure
compliance with the requirements herein stated, provided such inspection does not interfere with
Lessee's operations. This inspection may include taking samples for chemical analysis of
substances and materials present and /or testing soils on the City's Property and taking
photographs.
3.13.6 Lessee shall, within a reasonable time, either prior to the release by
Lessee, or following the discovery by Lessee, of the presence of, or believed presence of, a
Hazardous Substance as defined herein, give written notice to City in the event that Lessee
knows or has reasonable cause to believe that any release of Hazardous Substance has come or
will come to be located on, under, about or within the City's Property. The failure to disclose in
a timely manner the release of such a Hazardous Substance, including but not limited to, an
amount which is required to be reported to a state or local agency pursuant to law (e.g.,
California's Hazardous Materials Storage and Emergency Response Act, Health and Safety Code
Section 25550 etseq.) shall, at City's option, constitute a default by Lessee under this Agreement
in addition to actual damages and other remedies provided by law. Lessee shall immediately
clean up and completely remove all Hazardous Substances placed by Lessee on, under, about or
within the City's Property, in a manner that is in all respects safe and in accordance with all
applicable laws, rules, regulations.
3.13.7 In the event Hazardous Substances are discovered, Lessee shall disclose to
City the specific information regarding Lessee's discovery of any Hazardous Substances placed
on, under, about or within the City's Property by Lessee, and provide written documentation of
its safe and legal disposal.
3.13.8 Breach of any of these covenants, terms, and conditions shall give City the
authority to immediately terminate this Agreement. Lessee will continue to be liable under this
Agreement to remove and mitigate all Hazardous Substances placed by Lessee on, under, about
or within the City's Property. Lessee shall be responsible for, and bear the entire cost of removal
and disposal of, all Hazardous Substances introduced to the City's Property by Lessee during
Lessee's period of use and possession of the City's Property. City may pass through to Lessee
any and all costs of removal and mitigation or decontamination, on or off the City's Property,
necessitated by the presence of such Hazardous Substances placed on the City's Property by
Lessee. Upon termination of this Agreement, Lessee is required, in accordance with all laws, to
remove from the City's Property any equipment or improvements placed on the City's Property
by Lessee that could be contaminated by Hazardous Substances. Notwithstanding the foregoing,
Lessee shall not be responsible for removal and mitigation of Hazardous Substances brought
onto the Property by Lessee to the extent their release was caused by the negligence or
misconduct of City, its officials, employees, contractors or subcontractors.
3.13.9 Lessee shall defend, with counsel reasonably acceptable to City,
indemnify and hold City and City's officers, officials, employees, consultants, attorneys,
contractors and agents free and harmless from any and all claims, liability, injury, damage, costs,
or expenses (including, without implied limitation, attorney's fees and expenses) arising as a
result of the presence or use of any Hazardous Substances placed or caused to be placed by the
IE05406A Orange Grove Park Lease.DOC
• 0
Lessee or Lessee's partners, affiliates, agents, officials, officers, contractors or employees on the
City's Property or Leased Area, except to the extent claims are caused by the negligence or
misconduct of City, its officials, employees, contractors or subcontractors. The foregoing
indemnity is intended to operate as an agreement pursuant to, among other requirements, Section
107, subdivision (e) of CERCLA, 42 United States Code Section 9607, subdivision (e), and
California Health and Safety Code Section 25364, to insure, protect, defend, with counsel
reasonably acceptable to City, hold harmless and indemnify City from any liability created by
the Lessee pursuant to such sections. Lessee's obligations under this Section 3.13 shall survive
termination or expiration of this Agreement with respect to acts or events occurring prior to the
effect date of such expiration or earlier termination.
3.14 Entry by Owner. Lessee shall permit City to enter upon the Leased Area with
forty -eight (48) hours prior notice at any reasonable time for the inspection thereof, or at any
time in connection with any work which may be required thereon, and City shall not be liable for
any damage to Lessee's personal property in the course thereof, unless caused by City's, or its
officials', employees' or contractors' negligence or willful misconduct.
3.15 Previous Licenses. In the event there is an existing license between Lessee and
City (or its predecessor -in- interest) covering the City's Property, it is agreed and understood that
this Agreement shall cancel, supersede and terminate said prior license as of the effective date of
this Agreement.
3.16 Assignment or Subletting. Lessee shall not assign this Agreement or sublet all
or any portion of the City's Property, except that this Agreement shall inure to the benefit of and
be binding upon the heirs, executors, administrators, successors of each party, and except to the
extent that collocation is permitted as of right pursuant to Section 3.4.5. Notwithstanding the
foregoing, Lessee may assign this Agreement to any parent, subsidiary or affiliate of Lessee or
its parent company and shall give City at least thirty (30) days written notice of any such
assignment. Upon such assignment, Lessee shall be relieved of all liabilities and obligations
hereunder and Lessor shall look solely to the assignee for performance under this Agreement and
all obligations hereunder provided such assignee assumes all of Lessee's obligations hereunder
in writing and is at least as financially viable as Lessee at the time of assignment.
City hereby (a) consents to the collateral assignment of and granting of a security
interest from time to time in favor of any holder of indebtedness borrowed by Lessee ( "Lender "),
whether now or hereafter existing in and to all Lessee's right, title and interest in, to and under
this Agreement; (b) agrees to simultaneously provide any Lender with a copy of any notice of
default under this Agreement sent to Lessee and allow Lender the opportunity to remedy or cure
any default as provided for in this Agreement; and (c) agrees to recognize Lender as if Lender
were Lessee under this Agreement upon the written election of Lender so long as any existing
default by Lessee under this Agreement has been cured as provided thereunder.
3.17 Taxes. The possessory property interest created by this Agreement may be
subject to property taxation, and Lessee may be subject to the payment of property taxes levied
on such interest by the appropriate taxing authority. Lessee is required to pay any such tax
directly to the appropriate taxing authority. In addition, if personal property taxes are assessed,
Lessee shall pay any portion of such taxes directly attributable to the Lessee's Facilities. City
IE05406A Orange Grove Park Lease.DOC
• 0
shall pay all real property taxes, assessments and deferred taxes on the City's Property and
Leased Area, if any.
3.18 Mechanic's Liens. Lessee shall keep the City's Property free from any liens
arising out of any work performed, material furnished, or obligations incurred by Lessee, or any
tenant or subtenant thereof and shall discharge or bond mechanic's liens within thirty (30) days
of Lessee's receipt of notice from City.
3.19 Waiver. The waiver by City or Lessee of any breach of any term, covenant,
condition or provision contained herein ( "Conditions ") shall not be deemed to be a waiver of
such Conditions for any subsequent breach of the same or any other Conditions contained herein.
The subsequent acceptance of consideration by City shall not be deemed to be a waiver of any
preceding breach by Lessee of any Conditions of this Agreement, other than the failure of Lessee
to pay the particular consideration so accepted, regardless of City's knowledge of such preceding
breach at the time of acceptance of such consideration.
3.20 Attorneys' Fees. The prevailing party in any action brought by either party
hereto, based on any claim arising under this Agreement, shall be entitled to reasonable
attorneys' and/or consultants' fees.
3.21 Liability Insurance. Lessee shall procure and maintain for the duration of this
Agreement insurance against claims for injuries to personal or damages to property which may
arise from or in connection with this Agreement by the Lessee, Lessee's agents, representatives,
employees or subcontractors. Lessee shall obtain and furnish to City proof of coverage as to
each type of insurance required.
3.2 1.1 Minimum Scope of Insurance. Coverage shall be at least broad as:
3.21.1.1 Commercial General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence) form CG 0001.
3.21.1.2 Automobile Liability. Insurance Services Office Business Auto
Coverage form number CA 0001, code 1 (any auto).
3.21.1.3 Workers' Compensation and Employers' Liability: Workers'
Compensation Insurance as required by the Labor Code of the State of California and Employers
Liability Insurance.
3.21.2 Minimum Limits of Insurance. Limits of insurance shall be:
3.21.2.1 Commercial General Liability: $1,000,000 combined single
limit per occurrence for bodily injury, and property damage. If commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general aggregate limit
shall apply separately to this project/location or the general aggregate limit shall be twice the
required occurrence limit.
3.21.2.2 Automobile Liability: $1,000,000 combined single limit per
accident for bodily injury and property damage.
IE05406A Orange Grove Park Lease.DOC
• •
3.21.2.3 Workers' Compensation and Employers Liability: Workers'
Compensation limits as required by the Labor Code of the State of California and Employers
Liability limits of $1,000,000 per accident. Lessee's General Liability Insurance, including
occupational disease coverage, for Lessee and all persons and /or subcontractors employed or to
be employed in the performance of this Agreement, which insurance shall at all times be
maintained in strict accordance with this Agreement, and the provisions of Section 3700 et seq.
of the Labor code which requires every employer to be insured against liability for Worker's
Compensation or to undertake self - insurance in accordance with the provisions of the Code. Use
by Lessee of "Workers' Compensation Waiver" forms will necessitate the filing of said waiver
with City for each individual by Lessee prior to that individual commencing any work under this
Agreement. Failure to comply with this requirement may result in termination of this Agreement
at City's sole discretion.
3.21.3 Deductibles. Self- insured retentions shall be declared to and shall be
subject to approval by City, which approval shall not be unreasonably withheld.
3.21.4 Endorsements. The insurance policies shall contain the following
provisions, or Lessee shall provide endorsements on forms supplied or approved by the City to
add the following provisions to the insurance policies:
3.21.4.1 General Liability: (1) The City, City's officers, officials,
employees, consultants, attorneys, contractors and agents shall be covered as additional insureds
with respect to the use of the Leased Area or any activities on the City's Property by the Lessee
or Lessee's employees, agents or contractors; and (2) the insurance coverage shall be primary
insurance for any claims arising out of negligence or willful misconduct on the part of the
Lessee, as respects the City, City's officers, officials, employees, consultants, attorneys,
contractors and agents, or if excess, shall stand in an unbroken chain of coverage excess of
Lessee's scheduled underlying coverage. Any insurance or self - insurance maintained by the
City, City's officers, officials, employees, consultants, attorneys, contractors and agents shall be
excess of Lessee's insurance and shall not be called upon to contribute with it in any way with
regard to claims caused by the negligence or willful misconduct on the part of the Lessee.
3.21.4.2 Automobile Liability: (1) The City, City's officers, officials,
employees, consultants, attorneys, contractors and agents shall be covered as additional insureds
with respect to the ownership, operation, maintenance, use, loading or unloading of any auto
owned, leased, hired or borrowed by Lessee or for which Lessee is responsible; and (2) the
insurance coverage shall be primary insurance as respects the City, City's officers, officials,
employees, consultants, attorneys, contractors and agents, or if excess, shall stand in an unbroken
chain of coverage excess of Lessee's scheduled underlying coverage. Any insurance or self -
insurance maintained by the City, City's officers, officials, employees, consultants, attorneys,
contractors and agents shall be excess of Lessee's insurance and shall not be called upon to
contribute with it in any way.
3.21.4.3 Workers' Compensation and Employers Liability Coverage. The
insurer shall agree to waive all rights of subrogation against the City, City's officers, officials,
employees, consultants, attorneys, contractors and agents for losses paid under the terms of the
insurance policy which arise from work performed by Lessee.
IE05406A Orange Grove Park Lease.DOC
• •
3.21.4.4 All Coverages: Each insurance policy required by this
Agreement shall be endorsed to state that: coverage shall not be canceled except after thirty (30)
days prior written notice by certified mail, return receipt requested, has been given to the City;
and (2) any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to the City, City's officers, officials,
employees, consultants, attorneys, contractors and agents.
3.21.5 Separation of Insureds. All insurance required by this Section shall
contain standard separation of insureds provisions. In addition, the scope of protection such
insurance affords to the City or City's officers, officials, employees, consultants, attorneys,
contractors and agents shall be commercially reasonable.
3.21.6 Verification of Coverage. Lessee shall furnish City with Certificates of
Insurance evidencing all insurance policies required hereunder and all required original
additional insured endorsements effecting coverage required by this Agreement. The
endorsements for each insurance policy are to be signed by a person authorized by that insurer to
bind coverage on its behalf. All Certificates of Insurance and endorsements are to be received
and approved by City before this Agreement is fully executed. City reserves the right to require
from time to time complete, Certificates of Insurance at that time.
3.21.7 Acceptability of Insurers. All insurance shall be provided by insurers
having a current A.M. Best's rating of A -:VII or better and reasonably acceptable to City.
3.22 Assumption of Risk. Except to the extent caused by City or its agents,
contractors, employees or subcontractors, Lessee assumes all risk of loss to itself, which in any
manner may arise out of Lessee's use of the City's Property under this Agreement.
3.23. Indemnity. Lessee hereby agrees to defend, with counsel reasonably acceptable
to City, indemnify and hold City and City's officers, officials, employees, consultants, attorneys,
contractors and agents free and harmless from and against any and all claims, demands, causes of
action, costs, liabilities, expenses, losses, damages or injuries of any kind in law or equity,
including the payment to City of all consequential damages and reasonable expenses of legal
representation, whether by special counsel or by City's staff, to persons or property, including
wrongful death, to the extent caused by the negligent acts, omissions or willful misconduct of
Lessee, Lessee's partners, affiliates, agents officials, officers or employees in performance of this
Agreement or use of the Leased Area or the City's Property by Lessee. City must give Lessee
prompt notice of any claim. Lessee shall defend, with counsel reasonably acceptable to City and
at Lessee's sole expense, any and all aforesaid suits, actions or proceedings, legal or affirmative,
that may be brought or instituted against City, City's officers, officials, employees, consultants,
attorneys, contractors and agents. Lessee shall pay and satisfy any judgment, award or decree
that may be rendered against City, City's officers, officials, employees, consultants, attorneys,
contractors and agents resulting from such suits, except to the extent determined to be caused by
the negligence or willful misconduct of City or City's officers, officials, employees, consultants,
attorneys, contractors and agents. Lessee shall reimburse such parties for any and all legal
expenses and costs incurred by one or all of them in connection with this Agreement or the
indemnity herein provided if Lessee is in breach of this section. Lessee's obligation shall survive
termination or expiration of this Agreement, and shall not be restricted to insurance proceeds, if
IE05406A Orange Grove Park Lease.DOC
0 •
any, received by City or City's officers, officials, employees, consultants, attorneys, contractors
and agents.
3.24 Amendments. The provisions of this Agreement may be amended only by
mutual written consent of both parties.
3.25 No Relocation Assistance. Lessee acknowledges that Lessee is not entitled to
relocation assistance or any other benefits under the Uniform Relocation Assistance Act or any
other applicable provision of law upon termination to this Agreement.
3.26 Time. Time is of the essence of this Agreement.
3.27 Notices. All notices permitted or required under this Agreement shall be given to
the respective parties at the following address, or at such other address as the respective parties
may provide in writing for this purpose:
LESSEE:
CITY:
T- Mobile USA, Inc.
12920 SE 38t" Street
Bellevue. WA 98006
Attn: PCS Lease Administrator
With a copy to: Attn: Legal Dept (rc: Site #: IE05406A)
With a copy to:
Omnipoint Communications, Inc.,
a subsidiary off-Mobile USA, Inc.
3 MacArthur Place, Suite 1 100
Santa Ana, CA 92707
Attn: Lease Administration Manager (re: Site #: IE05406A)
City of Arcadia
Public Works Services Department
11800 Goldring Road
Post Office Box 60021
Arcadia. CA 91066 -6021
Attn: Public Works Services Director
Such notice shall be deemed made when personally delivered or forty -eight (48) hours
after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.28 Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties, and supersedes all offers, negotiations and other agreements
concerning the subject matter contained herein. Any amendments to this Agreement must be in
writing and executed by both parties.
JE05406A Orange Grove Park Lease.DOC
9 0
3.29 Invalidity. If any provision of this Agreement is invalid or unenforceable with
respect to any party, the remainder of this Agreement or the application of such provision to
persons other than those as to whom it is held invalid or unenforceable, shall not be affected and
each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by
law.
3.30 Successors and Assigns. Except as provided in this Agreement, the terms and
conditions of this Agreement shall be binding on and inure to the benefit of the successors and
permitted assignees of the respective parties.
3.31 Governing Law and Venue. This Agreement shall be governed by the laws of
the State of California. Any action to interpret or enforce this Agreement shall be maintained
exclusively in the courts of Los Angeles County, California.
3.32 Exhibits. All Exhibits attached hereto form material parts of this Agreement.
3.33 Counterparts. This Agreement may be executed in duplicate counterparts, each
of which shall be deemed an original.
3.34 Survival. All obligations of Lessee hereunder not fully performed as of the
completion or termination of this Agreement shall survive such completion or termination.
including without limitation all payment obligations and all obligations concerning the condition
of the Leased Area and City's Property.
3.35 No Discrimination. Lessee certifies and agrees that all persons employed by
Lessee, Lessee's affiliates, subsidiaries, or holding companies and any of Lessee's contractors
retained with respect to the City's Property are and shall be treated equally without regard to or
because of race, religion, ancestry, national original or sex, and in compliance with all federal
and state laws prohibiting discrimination in employment.
3.36 Memorandum of Lease. Each party agrees to cooperate with the other in
executing any documents (including a Memorandum of Lease in substantially the form attached
hereto as Exhibit B) necessary to protect its rights or use of the Leased Area or City's Property.
3.37 Waiver of City's Lien. City hereby waives any and all lien rights it may have,
statutory or otherwise, concerning Lessee's Facilities or any portion thereof, which shall be
deemed personal property for the purposes of this Agreement, whether or not the same is deemed
real or personal property under applicable laws, and City gives Lessee and Lenders the right to
remove all or any portion of the same from time to time, whether before or alter a default under
this Agreement, in Lessee's and /or Lenders' sole discretion and without City's consent.
IE05406A Orange Grove Park Lease.DOC
CITY OF ARCADIA
Donald Penman
City Manager
Approved as to form:
By: s ., P Nt -LC
Stephen P. Deitsch
City Attorney
IE05406A Orange Grove Park Lease.DOC
OMNIPOINT COMMUNICATIONS,
INC.
By: GIJ
a ent
Director, Engineering & Operations
T- Mobile LegaIA pproval
Lois Duran
0
EXHIBIT "A"
DEPICTION OF LEASED AREA
AND FACILITIES
See the drawings attached hereto dated 9/22/08; Sheets T -1, LSI, A -1, A -2, A -3 and A -4
identified with Site Name: Orange Grove Park and Site Number IE05406A.
LE054 6 Orange Grove Park Cl FA1' b TM Sen 03 08
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EXHIBIT B
Memorandum
of
Lease
17
,, • •
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Omnipoint Communications, Inc., a
Delaware corporation, a subsidiary of T-
MobileUSA, Inc.
3 Imperial Promenade, Suite 1 100
Santa Ana, CA 92707
(Site #: IE05406A)
Attn: Lease Administration Manager
MEMORANDUM OF LEASE.
,p This Memorandum of Lease with option ( "Memorandum ") dated as of A( &r /I/ ,
2000, is entered into between the City of Arcadia municipal corporation ( "City ") and Omnipoint
Communications, [tic., a Delaware corporation, a subsidiary of T- Mobile USA, Inc., a Delaware
Corporation ( "Lessee ") regarding a portion of the property.
See attached Exhibit "A" incorporated herein for all purposes.
The Lease is for a term of sixty (60) calendar months commencing on the earlier of: (a) 90 days
following execution of this Agreement, or (b) the date Lessee commences construction of Lessee's
Facilities (the "Commencement Date ") and expiring on the date that is sixty (60) calendar months later.
Lessee shall have the right to extend the Lease for four (4) additional, five (5) year terms.
This Memorandum is solely for the purpose of giving constructive notice of the Lease. In the
event of a conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall
control.
[SIGNATURE PAGE FOLLOWS)
V
,� • •
IN WITNESS WHEREOF, the parties hereto have respectively executed this memorandum
effective as of the date of the last party to sign.
LANDLORD: City of Arcadia
Name: Donald Penman
Its: City Manager
Date: /0
TENANT: Omnipoint Communications, Inc., A Delaware Corporation, A Subsidiary Of T- Mobile
USA, Inc., a Delaware Corporation
By.
Nam artha tura
Its: Dir or of Operations &Engineering-
Inland Empire market
Date: � lbY
19
EXHIBIT A
Legal Description of the Premises
The Premises are located on a portion of that certain real property located in the County of Los Angeles, State of California,
being more particularly described as follows:
APN:
20
STATE OF CALIFORNIA )
ss.
COUNTY OF CS )
On -141 , 2008 before me, 2.S,, A. A ye..,,,/,'1 , notary public, personally appeared
k , who proved to me on the basis of satisfactory evidence to be the person(s -' whose
name(/)) is /aye subscribed to the within instrument and acknowledged to me that he /oc /Wy executed the same in
his/her /Qfeir authorized capacity(iVj, and that by his /lV? /tj*ir signature) on the instrument the person(A, or the
entity upon behalf of which the person(4 acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
(Place Notary Seal shove)
STATE OF CALIFORNIA
COUNTY OF
)
ss.
WITNESS my hand and official seal.
gnat f ) Public
On , 2008 before me, , notary public, personally appeared
' who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in
his/her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
(Place Notary Seal above)
WITNESS my hand and official seal.
Signature of Notary Public
21
UU V C CA� TV L E
City of Arcadia - Public Works Services Department
Post Office Box 60021
11800 Goldring Rd
Arcadia, CA 91006 -5879
11 111111111I11111111iul1l1lln111111lnil1i ,n1 Jill 11
Crown Castle
2000 Corporate Drive
Canonsburg, PA 15317
888 - 255 -0408
cc.letter@crowncastle.com
RE: Crown Castle Site # 824747 T- Mobile Site # IE05406A
Dear Sir /Madam:
f [ _.
January 25, 2013
You granted a lease (including any similar interest) to T- Mobile USA, Inc. or an affiliate ( "T- Mobile "), for
property located at 670 W Orange Grove Ave, Arcadia, CA 91066 ( "Site "). T- Mobile has entered into an agreement
with an affiliate of Crown Castle International Corp. for such affiliate ( "Crown Castle ") to control and operate the
Site. As part of such transaction, (i) Crown Castle has (a) subleased the Site, (b) been assigned the lease for the Site
or (c) exclusive rights to manage and operate the Site and (ii) T- Mobile has (a) leased back part of the Site or (b)
retained certain rights to continue using the Site.
The purpose of this letter is to have you confirm as to the lease of the Site that (i) the lease for the Site is
valid, (ii) all rents or other payments are current, (iii) there is no event of breach or default, and (iv) any consent or
notice for the transaction described above has been obtained or waived.
Please sign below and return this letter to us in the enclosed self addressed pre -paid envelope. Thank you
for your cooperation and prompt attention to this matter. If you have any questions, please call 888 - 255 -0408 or
send an email to cc.letter @crowncastle.com.
Sincerely,
Mark Schrott
Vice President – Property Management
My signature below confirms that the matters described in the second paragraph above are true and I have authority
to confirm such matters.
By: ��-
Print Name: Dominic Lazzaretto, City Manager
Date: February 13, 2013
The use of the word "or" in this letter is not exclusive.
4066
City of Arcadia - Public Works Services Department
Post Office Box 60021
11800 Goldring Rd
Arcadia, CA 91006 -5879
Crown Castle
2000 Corporate Drive
Canonsburg, PA 15317
888 - 255 -0408
cc.letter9crowncastle.com
RE: Crown Castle Site # 824747 T- Mobile Site # IE05406A
Dear Sir /Madam:
ife r.
L L( G � Z,,
January 25, 2013
You granted a lease (including any similar interest) to T- Mobile USA, Inc. or an affiliate ( "T- Mobile "), for
property located at 670 W Orange Grove Ave, Arcadia, CA 91066 ( "Site "). T- Mobile has entered into an agreement
with an affiliate of Crown Castle International Corp. for such affiliate ( "Crown Castle ") to control and operate the
Site. As part of such transaction, (i) Crown Castle has (a) subleased the Site, (b) been assigned the lease for the Site
or (c) exclusive rights to manage and operate the Site and (ii) T- Mobile has (a) leased back part of the Site or (b)
retained certain rights to continue using the Site.
The purpose of this letter is to have you confirm as to the lease of the Site that (i) the lease for the Site is
valid, (ii) all rents or other payments are current, (iii) there is no event of breach or default, and (iv) any consent or
notice for the transaction described above has been obtained or waived.
Please sign below and return this letter to us in the enclosed self addressed pre -paid envelope. Thank you
for your cooperation and prompt attention to this matter. If you have any questions, please call 888 - 255 -0408 or
send an email to cc.letter @crowncastle.com.
Sincerely,
Mark Schrott
Vice President — Property Management
My signature below confirms that the matters described in the second paragraph above are true and I have authority
to confirm such matters.
By:
Print Name: Dominic Lazzaretto, City Manager
Date: February 13, 2013
The use of the word "or" in this letter is not exclusive.
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