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HomeMy WebLinkAboutC-2809Market: Los Angeles Cell Site Number: C441 Cell Site Name: Arcadia Fixed Asset Number: 10085816 FIRST AMENDMENT TO BUILDING AND ROOF SPACE LEASE THIS FIRST AMENDMENT TO BUILDING AND ROOF SPACE LEASE ( "Amendment'), dated as of the latter of the signature dates below, is by and between the City of Arcadia, as successor in interest to 35 W. Huntington Partners, a partnership, having a mailing address of P.O Box 60021, Arcadia, CA 91066 ( "Landlord ") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, as successor in interest to Los Angeles Cellular Company, having a mailing address of 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 ( "Tenant'). WHEREAS, 35 Huntington Partners, a California general partnership, and Tenant (or its affiliate or predecessor -in- interest) entered into a building and Roof Space Lease dated May 1, 1993, whereby 35 Huntington Partners leased to Tenant certain Premises, therein described, ( "Lease "); and WHEREAS, in that certain Grant Deed ( "Deed ") dated September 25, 2006, 35 Huntington Partners granted, bargained, sold, alienated, remised, released, and conveyed the Property to Landlord and said Deed is attached hereto as Exhibit 2; and WHEREAS, the term of the Lease expired on April 30, 2013 and Landlord acknowledges that Tenant has been occupying the Premises on a month -to -month basis and Landlord has accepted Rent during such month -to -month basis from Tenant and the parties mutually desire to renew the Lease, memorialize such renewal period and modify the Lease in certain other respects, all on the terms and conditions contained herein; and WHEREAS, Landlord and Tenant desire to amend the Lease to extend the term of the Lease; and WHEREAS, Landlord and Tenant desire to adjust the rent in conjunction with the modifications to the Lease contained herein; and WHEREAS, Landlord and Tenant desire to amend the Lease to modify the notice section thereof, and WHEREAS, Landlord and Tenant desire to amend the Lease to permit Tenant to add, modify and /or replace equipment in order to be in compliance with any current or future federal, state or local mandated application, including but not limited to emergency 911 communication services; and WHEREAS, Landlord and Tenant desire to amend the Lease to modify the Easement section thereof; and WHEREAS, Landlord and Tenant desire to amend the Lease to modify the Construction and Alterations section thereof; and WHEREAS, Landlord and Tenant desire to amend the Lease to modify the Assignment section thereof, and WHEREAS, Landlord and Tenant, in their mutual interest, wish to amend the Lease as set forth below accordingly. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: 1. Reinstatement and Ratification. The Lease, including all amendments thereto, if any, entered into prior to the date hereof, is attached hereto as Exhibit A. Landlord and Tenant hereby reinstate, ratify, confirm and adopt the Lease, as amended herein, as of the latter signature date below. 2. Extension of Term. In addition to the Additional Terms presently set forth in the Lease, the parties hereby agree to add three (3) Additional Terms of five (5) years. Accordingly, at the end of the final Additional Term presently set forth in the Lease which expired on April 30, 2013, the Tenn will automatically renew for three (3) separate consecutive additional period of five (5) years each (each being defined as an Additional Term) upon the same terms and conditions of the Lease, unless Tenant notifies Landlord in writing of Tenant's intention not to renew the Lease at least sixty (60) days prior to the expiration of the existing Term. 3. Rent. Commencing on May 1, 2013, Rent shall be Two Thousand and No /100 Dollars ($2,000.00) per month, subject to further adjustments as provided herein. Commencing on May 1, 2014, the current Rent payable under the Lease shall be increased annually by three percent (3 %) of the then current Rent. All references in the Lease to the annual Index escalations in Section 5 of the Lease is deleted in its entirety. 4. Notices. Section 32 of the Lease is hereby deleted in its entirety and replaced with the following: NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows. If to LANDLORD: City of Arcadia If to TENANT: New Cingular Wireless PCS, LLC Attn: Network Real Estate P.O Box 60021 Administration Arcadia, CA 91066 Attn: City Manager With copy to: Best Best & Krieger LLP Attn: Stephen Deitsch, Esq Re: Cell Site # C441 Cell Site Name: Arcadia Fixed Asset #: 10085816 12555 Cingular Way, Suite 1300 Alpharetta, GA 30004 2855 East Guasti Road With copy to: New Cingular Wireless PCS, LLC Suite 400 Attn: Legal Department Ontario, CA 91761 Re: Cell Site # C441 Cell Site Name: Arcadia Fixed Asset #: 10085816 (U.S. Mail) P.O. Box 97061 Redmond, WA 98073 -9761 (overnight courier) 16331 NE 72nd Way, RTC1 Redmond, WA 98052 The copy sent to the Legal Department is an administrative step which alone does not constitute legal notice. Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein. 5. Emergency 911 Service. In the future, without the payment of additional rent and at a location mutually acceptable to Landlord and Tenant within the Equipment Area, Landlord agrees that Tenant may add, modify and/or replace equipment in order to be in compliance with any current or future federal, state or local mandated application, including but not limited to emergency 911 communication services. 6. Easement. Notwithstanding anything to the contrary in Section 3 of the Lease, prior to the relocations of Easements as depicted in Exhibit B of the Lease, Tenant shall obtain the Landlord's prior written approval, which may not be unreasonably withheld, conditioned or delayed. Tenant shall provide Landlord with at least ten (10) business days prior written notice of any request for relocation. 7. Construction and Alterations. Section 7 of the Lease permits Tenant to make certain modifications to its Equipment Area as more particularly set forth in that section. In the event that Section 7 of the Lease requires Landlord to "reasonably" grant, or prohibits Landlord from "unreasonably" withholding its consent to any alterations to the Communications Facility, Landlord and Tenant understand and agree that Landlord may condition any such approval on the payment of additional Rent for modifications that require Tenant's increase of the Premises. Tenant maintains the right to perform routine maintenance, repairs, replacements and upgrades without Landlord approval when no changes to the exterior appearance of Tenant's Communication Facility are made, provided that Tenant shall provide Landlord with at least ten (10) business days prior written notice of any replacements or repairs. 8. Assignment. Section 14 of the Lease is deleted in its entirety and replaced to read as follows: (a) Tenant will have the right to assign, sell or transfer its interest under this Lease without the approval or consent of Landlord, to any entity which acquires all or substantially all of the Tenant's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition, or other business reorganization. Tenant shall provide Landlord with at least thirty (30) days written notice of such assignment, transfer or sale. Upon such proper assignment, transfer or sale, Tenant will be relieved of all future performance, liabilities and obligations under this Lease. (b) Except as permitted in subsection (a), Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord which may be withheld or conditioned in Landlord's reasonable discretion. (c) Landlord may assign this Lease as permitted in subsections (a) and (b) and provided said assignee will assume, recognize and also become responsible to Tenant for the performance of all of the terms and conditions to be performed by such party under this Lease. 9. Memorandum of Lease. Either party will, at any time upon fifteen (15) days prior written notice from the other, execute, acknowledge and deliver to the other a recordable Memorandum of Lease substantially in the form of the Attachment 1. Either party may record this memorandum at any time, in its absolute discretion. 10. Other Terms and Conditions Remain. In the event of any inconsistencies between the Lease and this Amendment, the terms of this Amendment shall control. Except as expressly set forth in this Amendment, the Lease otherwise is unmodified and remains in full force and effect. Each reference in the Lease to itself shall be deemed also to refer to this Amendment. 11. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined in the Lease. [SIGNATURE PAGE TO FOLLOW] IN WITNESS WHEREOF, the parties have caused this Amendment to be effective as of the last date written below. LANDLORD: City of Arcadia By: ap-- Print Name: Dominic zaretto Its: Citv Manager Date: June 17, 2013 TENANT: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT &T Mobility Corporation Its: Manager _. - -s- • _s r ts: / 9.2" Z D. z4 IF EXHIBIT A REINSTATED LEASE Please see the attached twenty -eight (28) pages. BUOING AND ROOF SPACQ LEASE [Communication Equipment to be Installed in the Existing Building and Antennae and related equipment to be Constructed and Installed on Roof Space] Add t�1�JLAR THIS BUILDING AND ROOF SPACE LEASE ( "Lease ") is dated for reference purposes only this lst day of May 19 93 by and between 35 W Huntington Partners a Qartnershi8 ( "Landlord "), and Los Angeles Cellular Telephone Company, a California general partnership ('Tenant'). WHERJfS Landlord is the owner of certain building ( "Building ") and land ( "Land') in the City of Arcadia County of CIS AngelesState of California, commonly known as 35 West A ,n i ngton Dri vi and more particularly described in Exhibit "A" attached hereto and made a part hereof (collectively, the "Property "). WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the Building consisting of approximately 400 square feet shown as cross- hatched on the diagram attached as Exhibit "B" hereto and made apart hereof ( "Equipment Area') and that portion of the roof ( "Roof 7 shown as diagonally lined on the diagram attached as Exhibit "B" ("Antennae Area'). The Equipment Area, Antennae Area and Tenants "Easements;' as defined below, shown on Exhibit "B" are collectively referred to herein as the "Premises" WHEREAS, Tenant requires certain easements in order to make the Premises suitable for Tenants use and Landlord desires to grant to Tenant, as part of the Premises, the Easements described In Paragraph 3, hereinbelow. NOW, THEREFORE, Landlord hereby leases the Premises and grants the Easements to Tenant on the terms and conditions hereinafter set forth. 1. Term and Commencement. This Lease shah be for an Initial Term commencing on May 1 _19 93 ( "Term Commencement Date'), and ending Five (5 ) years thereafter ( "Initial Term'). Notwithstanding the foregoing, it Is understood and agreed between the parties that Tenants use of the Premises is contingent upon Tenant obtaining all necessary governmental approvals and permits to allow it to construct and operate the "Communications Facility," as such term is defined in Paragraph 7 hereinbelow, on the Premises. The period of time from the Term Commencement Date to the date on which Tenant has obtained all necessary governmental approvals and permits and has provided Landlord written notice of the commencement of construction of Its Communications Facility, as provided below, shall be called the "Permit Phase." The period of time from the date of the written notice by Tenant to Landlord of the commencement of construction of the Communications Facility to the expiration of the initial Term of this Lease, as same may be extended, as provided below, shall be called the "Operational Phase." 2. Additional Terms and Renewals. Landlord hereby grants to Tenant ht P(__31-a separate options to extend the Initial Term for three (—!—) separate consecutive additional periods ( "Additional Terms'), of five (5) years each on the same terms and conditions set forth in this Lease for the Initial Term. Each option shall be automatically exercised by Tenant unless Tenant shall give Landlord notice at least three (3) months before the expiration of the Initial Term or Additional Term then in effect of Tenants desire to terminate this Lease, otherwise, upon such automatic extension, such Additional Term shall become part of the Initial Term. The Initial Term and any Additional Terms shall be referred to herein individually and collectively as the "Term" of this Lease. 3. Easements. Landlord hereby grants to Tenant as easements appurtenant to the Premises the following easements: (i) the right to construct, Install, repair and/or replace from time to time communications antennae with antenna array on the Antennae Area and support equipment In the Equipment Area; () the right to install, operate, maintain, repair and/or replace from time to time utility wires, cables, conduits and pipes over, under, along and through portions of the Building, Roof and Land extending to and from both the Equipment Area and the Antennae Area as well as between the Equipment Area and the Antennae Area as Tenant may deem appropriate for the proper functioning of the Communications Facility in the locations shown as outlined on Exhibit "B" attached hereto: (ii) Zero (_SL) assigned parking space(s) as shown and marked "Assigned Parking ...,..a,,.,� Space(s)" on Exhibit "B" attached hereto and one (_L) unassigned parking spaces as oha+�:�.� and (w) a special right of access seven (7) days a week, twenty -four (24) hours a day, for itself and all necessary equipment, for the construction, installation, maintenance, repair, replacement and removal of the communications antennae and support equipment, as provided herein, to, from and through portions of the Building, Roof and Land extending to and from both the Equipment Area and the Antennae Area as well as between the Equipment Area and the Antennae Area as outlined on Exhibit "B" attached hereto Individually and collectively, the "Easements'), The Easements shall include placement and traffic of such trucks, vehicles and heavy or other construction or repair machinery on the Property from time to time as may be necessary or appropriate for the construction, Installation, operation, maintenance, replacement and/or removal of the Communications Facility. Tenant shall promptly repair upon written notice by Landlord to Tenant all damage to the Property, If any, directly caused by Tenants construction or use of the Easements to a condition that existed immediately prior to such damage; provided, however, that Tenant shall not be liable to Landlord or any such other person or entity entitled to use the Property on which the Easements are located for any consequential damages, including economic loss, attributable to such use, damage or repairs. To the extent that the Easements and improvements thereon are constructed or used by Tenant exclusively, and except for such maintenance necessitated by the use or negligent misuse of the Easements by Landlord and/or Landlords assigns, Independent contractors, agents and/or invitees, Tenant shall maintain during the Term of this Lease the Easements and all improvements thereon in good condition and repair, free and clear of any obstructions and other hazards to persons entitled to use the Easements. In connection with the foregoing and for the purposes of either t1 obtaining the necessary governmental permits and approvals for the construction, /y)opeeat' an /or BUILDING AND ROOF SPACE LEASE Landlord e Los Angeles Cellular Telephone Company 1988 Tenant maintenance of the Communications Facilfikr (ii) serving the Premises with any necess* appropriate utilities In connection with the installation, construction, operation and/or maintenance of the Communications Facility, Landlord shall upon Tenant's request enter Into agreements or shall hereby authorize Tenant to enter Into agreements with and grant easements (n the locations of the Easements shown on Exhibit "B ") to, any public authority and/or public utility which are necessary or appropriate for Tenant's use of the Premises for installation„ construction, operation, and/or maintenance or Its Communications Facility as provided herein. In addition, notwithstanding anything to the contrary contained in this Lease, Tenant shall have the absolute right to assign its rights to the Easements, in whole or in part, without the consent of Landlord, to any third party, including, without limitation, to Tenants contractor(s), as necessary or appropriate for Tenants use and enjoyment of the Premises. Except as otherwise designated on Exhibit "B," the term of any easement or other interest granted hereunder shall be perpetual. Tenant has the right at its sole cost and expense to relocate the Easements provided herein so long as such relocation will not materially, adversely affect Landlords use of the Property. Landlord shall promptly execute, acknowledge and deliver to Tenant within five (5) business days after request therefor by Tenant all documents, agreements or instruments which are reasonably necessary or appropriate to effectuate the purposes described in this Paragraph 3. The Easements shall be part of the Premises so long as this Lease is in full force and effect and Premises, as that term is used in this Lease, shall include by definition the Easements. 4. Permit Phase Termination. Landlord understands and agrees that Tenant's ability to use the Premises is contingent on the Premises and the Easements being suitable for Tenants; Intended use from both an economic and technical engineering basis, and on Tenants; ability to obtain and maintain all required governmental permits and approvals, In the event that during the Permit Phase Tenant, in its sole discretion, determines that the Premises and/or the Easements are or have become unsuitable and/or any required governmental permits or approvals cannot be obtained or maintained and/or the cost or effort required to obtain and/or maintain such governmental permits and approvals is or has become, in Tenants judgment, economically impractical, then Tenant shall have the right to terminate this Lease upon thirty (30) days prior written notice to Landlord. 5. Rent. Concurrently with the execution of this Lease, Tenant shall pay to Landlord the sum of One Thousand Five Hundred — — — — — — — Dollars (R 1, 500.00) as payment in advance for Rent during the Permit Phase of this Lease; provided, however, in the event said period of time should extend beyond three r 3 ) months from the Term Commencement Date, Tenant shall pay to Landlord the sum of Five Hundred --- - - - - -- Dollars ($_5 -O 0 ) per month in advance on the first day of the month, for each month thereafter until the "Operational Phase Commencement Date," as defined below, or earlier termination hereof during the Permit Phase, as provided in Paragraph 4 above. In the event of such termination by Tenant, all sums theretofor paid by Tenant to landlord as Rent during the Permit Phase shall remain the property of Landlord. Tenant shall give landlord written notice upon commencement of construction of the Communications Facility on the Premises, and the date of said notification shall become the commencement date of the Operational Phase of this Lease ( "Operational Phase Commencement Date "). A copy of such written notification shall be attached hereto for future reference regarding the anniversary date of the commencement of payment of Operational Phase Rent. Beginning with the Operational Phase Commencement Date, Tenant shall pay to Landlord monthly, Rent in the sum of One Thousand ---- - - - - -- Dollars ($i • 000.00 ) per month in advance on the first day of each and every month during the Term as such amount may be increased or decreased as hereinafter provided. Beginning at the expiration of the first twelve -month period following the Operational Phase Commencement Date and continuing for each twelve -month period thereafter, including during any Additional Term, the Rent shall be increased or decreased, if applicable, by the percentage increase or decrease of the Consumer Price Index for All Urban Consumers applicable to the Los Angeles- Anaheim - Riverside area published by the U.S. Department of Labor, Bureau of Labor Statistics subgroup "Ali Items (1967 = 100)" ( "Index') then In effect, over the Index that was in effect at the commencement of the immediately preceding twelve -month period; provided, however, that in no event shall the increase or decrease in Rent payable, as adjusted, be greater than sight (8 % of the Rent payable for the twelve -month period immediately preceding said adjustment and in no event shall said Ren % rease below the original Rent effective on the Operational Phase Commencement Date. percent 6. Use. Tenant shall have the right to use the Premises for the purpose of constructing, maintaining and operating its Communications Facility as such maybe expanded or modified as provided herein and for any other lawful purpose approved by Landlord. 7. Construction and Alterations. Tenant shall have the right to construct and install on the Premises its Communications Facility with such specifications as Tenant shall determine, initially to consist of communications antennae with antennae array and all necessary appurtenances placed on the Antennae Area, support equipment housed in the Equipment Area and such other equipment, cables and/or conduits as may be appropriate for Tenants business use of the Property, including, without limitation, air conditioners) and related equipment, all as more particularly shown on Exhibit "B" attached hereto, which Exhibit "B" is hereby approved by Landlord (individually and collectively, "Communications Facility "). Subject to obtaining all necessary governmental approval, Tenant shall have the right to change, alter, modify, reconstruct arKVor enlarge, from time to time, the Communications Facility located within the Equipment Area as Tenant may deem necessary or appropriate for its then current business use, provided Tenant does not unreasonably interfere with any other Building tenants use of its assigned premises. Subsequent to installation of the Communications Facility, shown on Exhibit "B;' Tenant shall not 0 modify, change, reconstruct or enlarge the communications antennae and antennae array on the Antennae Area or Vi) modify or change any cables and/or conduits running along the side of the Building in a manner which would be visible from a ground level view of the exterior of the Building, without the prior approval of Landlord, which approval shall not be unreasonably withheld or delayed. Tenant shall have the right to improve and/or reinforce portions of the Property to the extent necessary to support the Communications Facility, provided that Tenant shall bear the sole responsibility for the costs of such improvements. Tenant shall not Interfere in any way with radio or other equipment which Landlord or any other user may have on or in the Property at the time Tenants equipment is installed. The Communications Facility, including, without limitation, the antennae, antennae array, communications equipment and support equipment located on the Premises including arty equipment located in or on the Building, and/or Easements, shall at all times be the sole property of Tenant. 8. Cooperation; Indemnity. Landlord shall fully cooperate with Tenant by executing and joining in applications for governmen- tal permits or approvals covering Tenant's use, construction and/or occupation of the Premises, including the Easements, provided that Tenant shall reimburse Landlord for any and all reasonable expenses attributable to said cooperation which are approved in advance by Tenant in writing. Tenant shall keep the Property and the Premises free from mechanics' liens arising out of Tenants construction. Tenant shall indemnify and hold Landlord harmless from any claim, demand �of a n tials �. 9 Landlord BUILDING AND ROOF SPACE LEASE 19138 -2- Tenant may arise from Tenants negligent actOmission or willful misconduct in the construon, installation, operation or maintenance of its Communications Facility, except for any occurrence attributable, in whole or in part, to Landlord and/or its assigns, tenants, agents, employees, customers, Invitees or contractors. 9. Quiet Enjoyment and Landlord's Non - Interference. Landlord agrees for itself and its successors and assigns not to construct or permit, approve, cause or otherwise allow to be constructed on the Property or on any other property located within a radius of five hundred (500) feet of the Premises that may be owned, leased, licensed or otherwise controlled by Landlord, or by any Individual, partnership, firm or corporation that controls Landlord or is controlled by Landlord, any improvements, building structures or other facilities that would compete with or interfere with Tenant§ use of the Premises under this Lease. In addition and without reference to or limitation by the radius set forth in the immediately proceeding sentence, Landlord shall not cause or permit any interference with the construction, installation, maintenance and/or operation of Tenants Communications Facility. In the event any such interference shall occur, Landlord shall, at its own cost, immediately take or cause to be taken all such actions as are necessary to correct and eliminate such interference, including legal action as may be required by Tenant and/or reimbursement of Tenant, for any cost incurred by Tenant to correct same, including reasonable attorneys fees and costs. In addition, without limitation, Tenant shall have the right to terminate this Lease in the event of any material interference with the Communications Facility which remains uncured for a period of ten (10) days after notice thereof to Landlord. Specifically, without t _ limitation, Landlord shall not cause or permit () any delay In the delivery of possession of the Premises to Tenant beyond the Term Commencement Date, (ii) any interference with the proper and optimum placement and operation of all equipment and apparatus by Tenant to construct and operate the Communications Facility on the Premises as such may be modified, improved or enlarged from time to time pursuant to this Lease and/or (i) the construction or installation, without Tenants prior written consent in its sole and absolute discretion, of any improvement, building, structure, facility or other barriers or physical conditions on the Property which would interfere with and/or impede Tenants use of the Premises under this Lease. Tenant may condition Its consent to the foregoing on Landkxd5 agreement to relocate, at Landlords sole cost and expense, the Communications Facility (or such portion thereof as is necessary to eliminate such interference or impediment) to such improvement, building, structure or facility at a location reasonably satisfactory to Tenant, and in such event, Landlord shall bear all costs and expenses associated with the relocation work, Including, without limitation, any loss of revenue to Tenants business caused by "down -time" of Tenants cellular communications system, including the Communications Facility under this Lease, and/or Tenants communications equipment and/or facilities located outside the Premises, either in whole or in part. 10. Utilities and Taxes. Tenant shall pay all utility service charges to the extent required for Tenants use of the Premises. Landlord and Tenant shall reasonably cooperate to provide for a separate metering of said utilities. Landlord shall pay for all real property taxes and assessments against the Premises; provided, however, that Tenant shall, if requested by Landlord, pay to Landlord any increase in said taxes or assessments based solely on the assessed value of any improvements constructed by Tenant on the Premises for operation of its Communications Facility, and provided, further, that Tenant shall have the right to protest and contest any such taxes or assessments with the appropriate governmental authority. Tenant shall pay all personal property taxes on its equipment located on the Premises. 11. Removal of Property. Tenant shall remove, within a reasonable period of time (not to exceed sixty (60) days) following the expiration of the Term hereof, such personal property, equipment, trade fixture(s) and Improvement(s) as are specifically designated as required to be removed by Tenant, d any, on Exhibit "B" attached hereto. If any such personal property, equipment, trade fixtures, and improvements are rat specifically designated as required to be removed by Tenant on Exhibit " B,' then Tenant shall have the right, but not the obligation, to remove such items within a reasonable period of time (not to exceed sixty (60) days) following the expiration or earlier termination of the Term hereof. Any personal property, equipment, trade fixtures and Improvements which are not removed by Tenant within iocty (60) days after the expiration or earlier termination of this Lease shall, upon the expiration of said sixty (60) day period, become the property of Landlord (subject, however, to any interest therein or rights thereto of any third parties In accordance with Paragraph 31 of this Lease) and Tenant shall thereafter have no rights, obligations or liabilities whatsoever with respect thereto. 12 Title Matters. (a) Title. Landlord represents and warrants that it has full authority to enter into this Lease and to grant the Easements and that Landlord has fee title to the Property and the Premises, subject to only those exceptions as shown on Exhibit "C" attached hereto and made a part hereof ( "Permitted Title Exceptions'), and that Landlord has provided to Tenant copies of all agreements and documents affecting Tenant'. use of the Premises and/or leasehold estate acquired hereunder. (b) Memorandum of Lease. Concurrently with the execution of this Lease, Landlord and Tenant shall execute and have acknowledged the memorandum of lease in the form attached hereto as Exhibit "D" and made a part hereof ("Memorandum of Lease "), which Memorandum of Lease may be recorded by Tenant concurrently with or after the execution of this Lease. Tenant shall bear the cost of all recording charges associated with recording of all documents required to be recorded under this Lease. 13. Maintenance and Repairs. Landlord shall, at Landlord'. expense, maintain and repair the Property, including, without limitation, the structural components, foundation, exterior walls, common areas and Roof of the Building, landscaping and parking area, provided, that Landlords obligation to maintain and repair the Building shall not include any improvements made to the Building, Roof or Premises by Tenant pursuant to this Lease. 14. Assignment. (a) Subject to subparagraph 14(b) below, Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. (b) Notwithstanding anything to the contrary contained in subparagraph 14(a) above, Tenant may, without the consent of Landlord, W assign Its rights to the Easements, in whole or in part, as provided in Paragraph 3 above, (i) assign or pledge this Lease in connection with any Equipment Financing and/or Leasehold Assignment as more particularly provided in Paragraph 31 below and/or (iii) assign this Lease (1) to any corporation or partnership having, directly or indirectly, a 30% or greater interest in Tenant ( "Parent'j, (2) to a corporation or other entity with which Tenant and/or any Parent may merge or consolidate, (3) to a purchaser of substantially all of the outstanding ownership units or assets of any Parent or Tenant and/or (4) to any transferee of Tenants Federal Communications Commission cellular license. An assignment under "(1)" of the preceding s Ir - II, at- InMals: Landlord BUILDING AND ROOF SPACE LEASE 1988 -3- Tenant reauest bf Landlord. be concluded on)*DDon the assumption by such assignee of alllfenants obligations under this Lease Further, notwithstanding any assignment and/or pledge of this Lease, Tenant shall remain primarily liable for the performance of all terms and conditions of this Lease unless expressly released by Landlord in writing. The permitted assignments and pledges of this Lease referred to in this subparagraph 14(b) shall individually and collectively be referred to as "Permitted Assignments." 15. Insurance. (a) Liability Insurance. Throughout the Term, both Landlord and Tenant shall maintain insurance against public liability for injury to persons (including death) or damage to property occurring within, upon or about the Premises, the Roof or the Building. Each insurance policy shall be a combined single limit policy in an amount not less than $500,000 per occurrence and both Landlord andTenant shall be named as an additional insured underthe other's policy. Said insurance may be in the form of general coverage or floating policies covering these and other premises. (b) Property Insurance. Throughout the Term, Landlord shall maintain, at Landlords expense, insurance against loss of or damage to the Property (including the Building and Roof), Including, without limitation, loss or damage from fire, vandalism, malicious mischief and flood. (c) Insurance Policies. The insurance policies required pursuant to this Lease shall be in companies holding a "General Policyholders Rating" of at least B rJus as set forth in the most current Issue of "Best's Insurance Guide" Landlord shall deliver to Tenant and Tenant shall deliver to Landlord a copy of their respective insurance policies or certificates of Insurance evidencing the policies and coverages maintained pursuant to this Paragraph 15. Neither Landlord nor Tenant may cancel or reduce the coverage of such insurance policies unless the other Is given thirty (30) days prior written notice of such cancellation or reduction. 16. Damage or Destruction. if the whole or any part of the Building, Roof, Communications Facility and/or Premises, including the Easements, are damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or any other casualty, which in any such event makes the Premises unsuitable or uneconomic for Tenant's use, Tenant may terminate this Lease and all of the obligations of either party hereunder upon written notice to Landlord provided that such notice is given by Tenant to Landlord within thirty (30) days of the latter to occur of () the date of such damage or destruction or () Tenants determination that continued use of the Premises Is unsuitable or uneconomic. If Tenant does not elect to terminate, then Landlord shall promptly restore the Prernlses (except for Tenant's improvements made by Tenant under this Lease which shall be at the cost of Tenant) to substantially the same condition as existed immediately prior to such damage or destruction, if () the damage or destruction arises out of a risk covered by a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements and (ii) the restoration can be made under the existing laws and can be completed within ninety (90) days after the date of the damage or destruction. Further, in the event of such damage or destruction, there shall be an abatement and/or reduction of Rent, between the date of such damage or destruction and the date of completion of restoration, based on the extent to which the damage or destruction causes the Premises and/or the Communications Facility to be unusable and/or Inaccessible. 17. Eminent Domain. It during the Term the whole or any part of the Premises is taken by eminent domain or condemnation or sold under threat of the exercise of said power (all of which are herein called 'condemnation "), Tenant shall have the right to terminate this Lease upon written notice to Landlord within thirty (30) days after Tenant receives written notice thereof from Landlord. If Tenant does not so elect to terminate, this Lease shall continue in effect and the Rent payable by Tenant shall be reduced by an amount which reflects the value to Tenant of the portion taken, compared to the total value of the Premises immediately before the taking. Further, regardless of whether this Lease is terminated as provided in thls paragraph, Tenant shall, in the event of a condemnation, be entitled to receive just compensation from the condemning authority or transferee for loss of all or any portion of the Premises, this Lease and/or the Communication Facility or any use thereof, including, without limitation, the value of any personal property and/or trade fixtures taken, the cost of relocating the Communications Facility or any portion thereof and/or any loss of business. 18. Tenants Default. If Tenant shall fail to make any payment of Rent herein provided when due, Landlord shall forward written notice of such failure to Tenant, as provided in Paragraph 32 herelnbelow, and the failure of Tenant to cure within fifteen (15) days after Tenants receipt of said notice shall bean "Event of Default" under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. If Tenant shall fail to perform any of the terms or provisions of this Lease other than the payment of Rent, and if Landlord shall give Tenant written notice, as provided herein, of such failure and If Tenant shall not cure such failure to perform within thirty (30) days after Tenants receipt of said notice, or, if the failure to perform is of such a character as to require more than thirty (30) days to cure and Tenant shall not use reasonable diligence In commencing a cure of such failure during said period, such failure shall be deemed an "Event of Default" of Tenants obligations under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. Tenant shall not be in default under this Lease unless and until an "Event of Default," as defined in this paragraph, shall have occurred. 19. Landlord's Default If Landlord shall default on any of its obligations contained in this Lease, including, without limitation, its obligation set forth in Paragraph 13 hereinabove, Tenant shall have the right to deliver written notice of such default to Landlord, as provided in Paragraph 32 hereinbelow, and failure of Landlord to cure such default within thirty (30) days or any such lesser period as may be expressly provided herein shall be a default under this Lease and Tenant may thereafter pursue any and all remedies available to it under law, including, without limitation, the right, but not the obligation, to cure said default and submit a written statement of costs incurred for curing said default to Landlord. In such event, Landlord shall have thirty (30) days following receipt of such written statement to reimburse Tenant for costs incurred. The foregoing shall in no way limit Tenants right to seek equitable relief without notice to Landlord. 20. Non - Disturbance and Attornment. So long as this Lease is in full force and effect and there is no uncured Event of Default with respect to Tenant's obligations hereunder, no ground lease, mortgage, deed of trust or other interest to which this Lease and/ or Tenants rights are or may become subordinate (hereinafter collectively "Senior Interest'), and no action or proceeding under and/or termination of any such Senior Interest, shall affect In any manner whatsoever G) Tenants rights under this Lease, (ii) Tenants use, possession or enjoyment of the Premises, including the Easements, or'@) the leasehold estate granted by this Lease. Landlord shall obtain and provide Tenant with a non - disturbance and attornment agreement in the form attached hereto as Exhibit "E" and made a part hereof (the "Non - Disturbance and Attornment Agreement`) from the holderf s) of each and every such Senior Interest of which Landlord has or acquires actual knowledge and/or which Is recorded priort� o�rda�tioItyB _ Landlord BUILDING AND ROOF SPACE LEASE 1988 Tenant N!emorandum of Lease. This Lease andoants rights hereunder shall be subject to a *or Interest so long as the holder(s) of said Senior Interest (p agrees to the provisions of this Paragraph 20 and GO has executed and delivered to Tenant the Non - Disturbance and Attornment Agreement in the form attached as Exhibit "E:' 21. Estoppel Certificate. From time to time upon not less than twenty (20) days prior written notice by either party, the other party shall execute, acknowledge and deliver to the requesting party a statement in writing certifying that, this Lease (together with any Non - Disturbance and Attornment Agreement) is unmodified and in full force and effect (or if modified, describing such modificatlon(s)) and that the requesting party Is not In default, except as specified in such statement, in regard to any of its obligations under this Lease and further setting forth the Rent then payable hereunder, the dates to which Rent has been paid in advance, If any, and such other statements relating to delivery and acceptance of the Premises as the requesting partys lender, purchaser, assignee or sublessee may require. Said statement shall be accurate and binding on the party executing same and may be relied upon by any such person as hereinabove described at whose insistence the estoppel was prepared and/or delivered. 22, Obligations and Rights Run with the Land. The Easements, and each and all of the obligations, rights, restrictions, liens and charges set forth in this Lease run with the land comprising Tenants estate and Landlords estate and every portion thereof, and are binding upon and inure to the benefit of the respecWe successors (by operation of law or otherwise), assigns, tenants, invitees and agents of the parties hereto and other lawful occupants of Tenant§ estate and Landlord's estate. The grant of easements contained herein together with the right and obligations of the parties hereto, shall remain in full force and effect and shall not be modified even upon the foreclosure of or default under any Senior Interest. 23. Landlord's Covenant to Provide Notice. In addition to any other obligation of Landlord to provide notice to Tenant provided herein, Landlord shall deliver to Tenant, as provided in Paragraph 32 hereinbelow, any and all notices) received by Landlord which pertain to Tenants use and enjoyment of the Premises, including, without limitation, from any governmental authority, lender, lien claimant or any other person or entity claiming an Interest In or right to the Premises. Landlord shall deliver such notice(s) to Tenant promptly upon receipt of same by Landlord. 24, Time of Essence. Time is of the essence of each and every provision of this Lease. 25. Consent of Parties. Except as otherwise expressly provided herein, whenever the consent or approval of either party is required, that party shall not unreasonably withhold or delay such consent or approval. 26. California Law, This Lease shall be Construed and enforced in accordance with the laws of the State of California. 27. Successors and Assigns. Each and all of the rights and obligations of the parties under this Lease shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns. 28. Severability. The invalidity of any portion of this Lease shall not affect the remainder of this Lease. 29. Attomeys' Fees, In the event that any action shall be instituted by either of the parties hereto for the enforcement of any of its rights or remedies in and under this Lease or the Non - Disturbance and Attornment Agreement, the prevailing party shall be entitled to recover f rom the other party all costs Incurred by said prevailing party in said action, including reasonable attorneys' fees to the extent fixed by the Court therein. 30, Additional Agreements. From and after the date of this Lease, each of the parties hereto shall promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such instruments or documents and to take all actions pursuant to the provisions hereof as may reasonably be requested by any party to carry out the intent or purpose of this Lease. 31. Tenant's Premises, Equipment Financing and Leasehold Assignment, Landlord acknowledges that Tenants use of the Premises includes proprietary trade secrets. Accordingly, Landlord shall have no right whatsoever to enter the Premises without Tenants prior written consent which Tenant may withhold in Its sole and absolute discretion. Landlord hereby expressly understands and agrees that, at all times during the Term, Tenant shall hav6 the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or all of the Communications Facility and/or any of Tenants furniture, fixtures, equipment and/or other property utilized or to be utilized In connection therewith ( "Equipment Financing'I and/or to assign or pledge Tenants interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenants interest in the Premises any instruments or documents as may be required with respect to such Equipment Financing or Leasehold Assignment. Landlord hereby waives any and all rights or Interest which Landlord may have or acquire to or in the Communications Facility and/or any of Tenants furniture, fixtures, equipment and/or other property utilized orto be utilized in connection therewith and hereby agrees that same will not constitute realty regardless of the law of fixtures and/or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and/or any of Tenants furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith. Landlord hereby expressly understands and agrees to promptly execute, acknowledge and deliver to Tenant, upon request by Tenant, all such instruments and documents as are reasonably requested by Tenant, in order for Tenant to consummate the transactions contemplated by this Paragraph 31. 32. Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be In writing and shall be deemed given and served upon delivery 9 delivered personally, or three (3) days after mailing if sent by certified mail, postage prepaid, as follows: ft to Tenant. addressed to: L.A. CELLULAR TELEPHONE CO. BOX 6MS CEpMM$ CA 90702-6028 (310) 9244000 Attn: vice– President and General Counsel ( for legal notices) Attn: Real Estate Department ( for all other notices t 6 L�1'n'`itllals ;— � \1..L• -hf( -. Landlord BUILDING AND ROOF SPACE LEASE 1988 -5- Tenant With a Copy 0 If to Landlord, addressed to: Mr. Dan Braun P.O. Box 2186 Goleta. CA 93118. Tel -* (805)967 - 5951. Any party may change the address or persons to which notices are to be sent to it by giving the written notice of such change of address or persons to the other parties in the manner herein provided for giving notice. 33. Operational Phase Termination. In addition to any other right or event of termination hereunder, Tenant may at anytime during the Initial Term or any Additional Terms during the Operational Phase, terminate this Lease on thirty (30) days prior written notice to Landlord, provided tha ant shail concurrently with the giving of such notice of termination pay Landlord an amount equal to six (6) monthsk as a h Rent shall be determined pursuant to Paragraph 5, hereinabove. 34. Compliance with Laws. Landlord and Tenant shall comply in all respects with all applicable building codes, regulations and ordinances affecting the Property. 35. Entire Agreement. This Lease along with all exhibits and attachments or other documents affixed hereto or referred to herein as part of the agreement between the parties (Including, without limitation, the Memorandum of Lease and the Non - Disturbance and Attornment Agreement) constitutes the entire and exclusive agreement between Landlord and Tenant relative to the Premises, including the Easements, herein described and "Lease" as such term is used herein shall include by definition all such exhibits, attachments and other documents. All prior or contemporaneous oral agreements, understandings and/or discussions relative to the leasing of the Premises, including the Easements, are merged in or revoked by this Lease. This Lease and said exhibits, attachments and other documents may be altered, amended or revoked only by Instrument in writing signed by both Landlord and Tenant. 36. Landlord's Authority to Execute Lease. Landlord represents and warrants that this Lease and the execution hereof does not and will not conflict with or violate the Articles of Incorporation, By Laws, Partnership Agreement, Instrument of Trust or any other comparable document of Landlord or any agreement to which Landlord is a party or by which It or its assets are bound. Further, Landlord and each individual executing this Lease on behalf of Landlord represent and warrant that he/she is duly authorized to execute and deliver this Lease on behalf of Landlord and2hat this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. Landlord shall, at its sole cost and expense, concurrently with its execution of this Lease (and at other times at Tenants request), deliver to Tenant, without limitation, such resolutions, certificates, approvals, letter of conservatorship, Court orders and written assurances as Tenant may request authorizing and approving the execution of this Lease. 37. Addendum. Attached hereto is an addendum or addenda containing paragraphs 38 through 39 which constitutes a part of this Lease. LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, DEMONSTRATE THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: 35 W. HUNTINGTON PARTNERS, TENANT: LOS ANGELES CELLULAR TELEPHONE A PARTNERSHIP COMPANY, a California general �partnership By: r 1 (v. -- By: — — �k Its: n0. r C=_ngrnt Mike Heil Its: President and General Manager By: Its: B AND ROOF SPACE LASE 119988 -6- m S A N 5 0 L E 8 T m d v D ga t N d 0 0 Z ATTACHED EXHIBITS EXHIBIT "N' Legal Description of Property EXHIBIT "B" Plot Plan (Diagram of Property and Premises, Including the Easements, and showing equipment to be included within Communications Facility) EXHIBIT "C" Permitted Title Exceptions EXHIBIT "D" Memorandum of Lease EXHIBIT "E" Non - Disturbance and Attornment Agreement Exhibit •1' Environmental Lease Addendum IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: 35 W. HUNTINGTON PARTNERS, TENANT: LOS ANGELES CELLULAR TELEPHONE A PARTNERSHIP COMPANY, a California general �partnership By: r 1 (v. -- By: — — �k Its: n0. r C=_ngrnt Mike Heil Its: President and General Manager By: Its: B AND ROOF SPACE LASE 119988 -6- m S A N 5 0 L E 8 T m d v D ga t N d 0 0 Z g,I1D_FND1jM T'O LEASE THIS ADDENDUM To LEASE ( "Addendum ") is attached to and made a part of that certain lease ( "Lease ") dated May 1 . 1993, by and between 35 w. Huntington Partners, a Partnership as landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as tenant ( "Tenant "). Notwithstanding anything to the contrary in the Lease, the provision of this Addendum shall prevail. 36. property RedevelOPment by Landlord. (a) Notwithstanding anything to the contrary contained in the Lease, including, without limitation, Paragraphs 2 and 9 thereof, Tenant's right to exercise the Second and Third Additional Terms under Paragraph 2 are conditioned upon Landlord's preemptive right to redevelop the Property after expiration of the Initial Term and the First Additional Term of the Lease. If Landlord has not provided Tenant with written notice effect at leat three of itss intent nt to)redevelop the Property pinathe immediately following n follo ing ptionperiod, each option granted in Paragraph 2 of the Lease shall automatically be exercised by Tenant unless Tenant shall give Landlord notice at least three (3) months prior to the expiration of the Additional Term then in effect of Tenant's intent not to exercise any such option, otherwise, upon such automatic extension, such Additional Term shall extend the Term of the Lease. (b) Notwithstanding anything to the contrary contained in the Lease, including, without limitation, the preceding paragraph, if Landlord notifies Tenant of its intent to redevelop the Property, Tenant shall have the right of first refusal to acquire new premises sufficient for Tenant to operate its Communications Facility in and /or on any building, structure or other improvement which Landlord constructs on the Property• rea onablycagreeablefbetween oLandlordreandeTen nt. be Landlord ha d terms conditions Tenant agree that Tenant's relocation to such new premises shall be accomplished in such a manner as to not unreasonably interfere with Tenant's operation of its Communications Facility. (c) Further, notwithstanding anything to the contrary contained I if he Lease, including, without limitation, the immediately preceding advises Tenant of its intent to redevelop the Property in such a manner that would cause Tenant to relocate its Communications Facility, or portions thereof, prior to completion of Landlord's new construction on the Property, Landlord shall use commercially reasonably best efforts to provide Tenant with temporary premises in a location mutually reasonably agreeable to Landlord and Tenant. Any ouch occupancy by Tenant of temporary premises shall be, as much as is reasonably possible, on the same terms and conditions of the Lease except as same may be modified in accordance with subparagraph (d), below. Said temporary facility shall be constructed and located on ofeitsoCommunications Facility sduring the period lof the interfere edevelopmentaOf the Property by Landlord. (d) Upon Tenant's relocation under subparagraphs (b) and /or (c) above, Landlord and Tenant shall execute, acknowledge and deliver to the other party amendment(s) to the Lease which will set forth the changes to the Lease terms and conditions, if any, and in particular a description and diagram of the temporary and /or new premises and provide for the deletion of Exhibit "B" to the Lease and replacement thereof by Exhibits "B -1" and /or "B -2," respectively. (e) Notwithstanding the foregoing provisions contained in this Paragraph 39, Landlord relocate sitsl Communications Facilityt during e the redevelop Property Term and/or the Tenant the First Additional Term of the Lease. 39. Termination Rights of the Landlord. Notwithstanding anything to the contrary contained in this Lease and attached Addendum" except for reasons stated hereunder. Landlord has the right to terminate this Lease at any time during the Second and Third Additional Terms, after providing Tenant with a six month advance written notice. The Landlord may terminate the lease if : (a) in the event if the building is sold and the tenant is unable to reach a reasonable agreement with the prospective buyer or the new landlord within three77— ctf, date of sale. �/S Landlord IA.- Tenant 9 6 EXHIBIT A PARCEL 1: That portion of Lot 3 of Tract No. 949, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, in the office of the County Recorder of said County, described as follows: Beginning at a point in the Southerly line of said Lot 3, distant 402.20 feet West, from the Southeast corner of said Lot 3; thence North parallel with the Easterly line of said Lot 3, a distance of 305 feet to the most Southerly line of Lot 9 of Tract No. 13768, as per map recorded in Book 273 Page 37 of Maps, in said Recorder's office; thence West along said most Southerly lane to the Southeasterly line of Morlan Place (60.00 feet) as shown and dedicated on said Tract No. 13768; thence Southwesterly along said Morlan Place to the Northeast corner of the land as described in the deed to F. W. Jonas and Adele S. Jonas, recorded September 21, 1956 as Instrument No. 1442 of Official Records of said County; thence Southerly along the Easterly line of said deed to F. W. Jonas and Adele S. Jonas and its prolongation thereof to the Southerly line of said Lot 3; thence East along said Southerly line to the point of beginning. EXCEPT therefrom the interest of the City of Arcadia, in the Southerly 20.00 feet of said land which was conveyed to said City for Road purposes by deed recorded in Book 24642 Page 220 of Official Records of said County. PARCEL 2: That portion of Lot 9 Tract No. 13768, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 273 Pages 37 and 38 of Maps, in the office of the County Recorder of said County, as bounded by the following described lines: Beginning at the most Westerly corner of Lot 9 of said Tract No. 13768; thence East along the South line of said Lot 9, a distance of 48.38 feet more or less, to the West line of the East 402.2 feet of Lot 3 of Tract No. 949, in the City of Arcadia, in the County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, in the office of the County Recorder; thence North along the North prolongation of said West line a distance of 20.21 feet to the Southerly line of Morlan Place, 60 feet wide, as shown on said Tract No. 13768; thence Southerly and Westerly along the Southerly line Of said Morlan Place a distance of 52.47 feet to the point of beginning. ENVIRONMENTAL LEASE ADDENDUM EJME[Bi!T "1" 1. Landlord's Warranties and R -presentations: Landlord represents and warrants that, to the best of Landlord's knowledge, (i) there have been no leaks, spills, releases, discharges, emissions, installation, or disposal of hazardous or toxic wastes, materials or substances (as such substances are regulated or may be regulated by any applicable local, state or federal laws or regulations) ( "Hazardous Substances "), occurring on or affecting the Property or the improvements located thereon, if any, and (ii) the soil, ground water, or improvements, if any, on, in, under or about the Property is/ are free of any Hazardous Substances. The term "Hazardous Substance" as used in this Lease shall not include small quantities of household or office supply materials maintained in commercial containers and used in the ordinary course of business. 2. Mutual Indemnification: Except to the extent that such Hazardous Substances are introduced into the Property solely as a result of Tenant's conduct, Landlord agrees to indemnify, defend (with counsel selected by Tenant) and hold Tenant harmless from any claims, judgements, damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims) or losses, including attorneys' fees, consultants' fees, and experts' fees which arise from or in connection with the presence or suspected presence of Hazardous Substances on, in, under or about the Property ( "Claims "). Tenant agrees to indemnify, defend (with counsel selected by Landlord) and hold Landlord harmless from any and all Claims arising from the presence of Hazardous Substances on, in, under or about the Property the presence of which were solely a result of Tenant's conduct. Without limiting the generality of the foregoing, this indemnification obligation of Tenant and Landlord shall specifically cover costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal, or restoration work required by any federal, state or local government agency or political subdivision, or by any third party resulting from the presence or the suspected presence of Hazardous Substances in, on, under or about the Property. Landlord's indemnification obligations shall also include Hazardous Substances released by Tenant's construction of improvements on the Property if the existence of such Hazardous Substances was not disclosed by Landlord to Tenant. Landlord's and Tenant's indemnification obligations shall survl* the expiration or earlier termination of this Lease. 3. Presence of Hazardous Substances: (a) Throughout the term of this Lease, Landlord shall immediately notify Tenant of the presence of or the release of a Hazardous Substances on, in, under or about the Property. (b) Notwithstanding the terms of this Lease to the contrary, if Landlord has entered the Premises in connection with the presence or remediation of Hazardous Substances, whether or not Landlord has provided Tenant with prior written notice of such entry, Landlord shall thereafter immediately notify Tenant of such entry and the purpose of and actions taken by Landlord in connection with such entry. (c) Due to the sensitive nature of the equipment maintained by Tenant at the Premises, if Hazardous Substances are, present on, in, under or about the Premises or the Property (which presence was not caused or necessitated solely as a result of Tenant's conduct) and the presence thereon adversely affects the operation of Tenant's equipment, then Tenant shall have such rights as are provided elsewhere in thi71W total dar ge to or destruction of the Premises or the Property. ;K Initials: Landlord 7/l Tenant i 0 EXBaBIT I" Landlord hereby warrants and represents that the following, as of May 1 , 1993.are the only hazardous substances known to have occurred or exist on the Property: -, (If none, indicate by writing 'NONE" and execute the Exhibit, below) Lan 35 W. Huntington Parners, Partnership By: Dated: is EXHIBIT A PARCEL 1: That portion of Lot 3 of Tract No. 949, in the City of Arcadia. County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, in the office of the County Recorder of said County, described as follows: Beginning at a point in the Southerly line of said Lot 3, distant 402.20 feet West, from the Southeast corner of said Lot 3; thence North parallel with the Easterly line of said Lot 3, a distance of 305 feet to the most Southerly line of Lot 9 of Tract No. 13768, as per map recorded In Book 273 Page 37 of Maps, in said Recorder's office; thence West along said most Southerly 14ne to the Southeasterly line of Morlan Place (60.00 feet) as shown and dedicated on said Tract No. 13768; thence Southwesterly along said Morlan Place to the Northeast corner of the land as described in the deed to F. W. Jonas and Adele S. Jonas, recorded September 21, 1956 as Instrument No. 1442 of Official Records of said County; thence Southerly along the Easterly line of said deed to F. W. Jonas and Adele S. Jonas and its prolongation thereof to the Southerly line of said Lot 3; thence East along said Southerly line to the point of beginning. EXCEPT therefrom the interest of the City of Arcadia, in the Southerly 20.00 feet of said land which was conveyed to said City for Road purposes by deed recorded in Book 24642 Page 220 of Official Records of said County. PARCEL 2: That portion of Lot 9 Tract No. 13768, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 273 Pages 37 and 38 of Maps, in the office of the County Recorder of said County, as bounded by the following described lines: Beginning at the most Westerly corner of Lot 9 of said Tract No. 13768; thence East along the South line of said Lot 9, a distance of 48.38 feet more or less, to the West line of the East 402.2 feet of Lot 3 of Tract No. 949, in the City of Arcadia, in the County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, in the office of the County Recorder; thence North along the North prolongation of said West line a distance of 20.21 feet to the Southerly line of Morlan Place, 60 feet wide, as shown on said Tract No. 13768; thence Southerly and Westerly along the Southerly line of said Morlan Place a distance of 52.47 feet to the point of beginning. SI I t ,UKVCT I.:tLL ,I I C % I 35 West rtuntington Drive, Units 406 -413, Arcadia, Califomia LEGAL DESCRIPTION PARCEL 1: THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANCE 40220 FEET WEST, FROM THE SOUTHEAST CORNER OF SAID LOT 3; THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 305 FEET TO THE MOST SOUTHERLY LINE OF LOT 9 OF TRACT NO. 13768, AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN SAID RECORDERS OFFICE; THENCE WEST ALONG SAID MOST SOUTHERLY LINE TO THE SOUTHEASTERLY LINE OF MORLAN PLACE (60.00 FEET) AS SHOWN AND DEDICATED ON SAID TRACT NO. 13768; THENCE SOUTHWESTERLY ALONG SAID MORLAN PLACE TO THE NORTHEAST CORNER OF THE LAND AS DESCRIBED IN THE DEED TO F.W. JONAS AND ADELE S. JONAS, RECORDED SEPTEMBER 21,1956 AS INSTRUMENT NO. 1442 OF OFFICAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID DEED TO F.W. JONAS AND ADELE S. JONAS AND ITS PROLONGATION THEREOF TO THE SOUTHERLY LINE OF SAID LOT 3; THENCE EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE INTEREST OF THE CITY OF ARCADIA, IN THE SOUTHERLY 20.00 FEET OF SAID LAND WHICH WAS CONVEYED TO SAID CITY OF ROAD PURPOSES BY DEED RECORDED IN BOOK 24642 PAGE 220 OF OFFICIAL RECORDS OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 9 TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGES 37 AND 38 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS BOUNDED BY THE FOLLOWING DESCRIBED LINES: BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768; THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 9, A DISTANCE OF 48.38 FEET MORE OR LESS, TO THE WEST LINE OF THE EAST 402.2 FEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER; THENCE NORTH ALONG THE NORTH PROLONGATION OF SAID WEST LINE A DISTANCE OF 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE, 60 FEET WIDE, AS SHOWN ON SAID TRACT NO. 13768; THENCE SOUTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE POINT OF THE BEGINNING. TITLE REPORT: COMMONWEALTH LAND TITLE COMPANY 801 NORTH BRAND, 12TH FLOOR EXHIBIT B GLENDALE, CALIFORNIA 91203 ORDER NO. 87- 52036 -08 DAVE BOSWELL (800) 950 -9772 BENCHMARK: DG -4574 DPW BM TAG IN SW COR C B 0 NE COR FOOTHILL BLVD & SANTA ANITA AVE. 75 FT. N & 38 FT. E/O C/L INT (20FT N/OBCR). 1990 ADJUSTED ELEVATION: 544.607 BASIS OF BEARINGS: THE BEARING NORTH OF THE CENTERLINE OF SANTA ANITA AVE. AS SHOWN ON THE MAP OF TRACT NO. 949 AS FILED IN BOOK 17 PAGE 13 INCLUSIVE OF MAPS, RECORDS OF LOS ANGELES COUNTY WAS TAKEN AS THE BASIS OF BEARINGS SHOWN ON THIS MAP. LONGITUDE: 118.01' 54• LATITUDE: 34° 08' 26'- RECORD OWNER: 35 W. HUNTINGTON PARTNERS 35 WEST HUNTINGTON DRIVE ARCADIA, CALIFORNIA UTILITIES: SOUTHERN CALIFORNIA EDISION 505 MAPLE TORRANCE, CALIFORNIA 90503 ATTN: JIM SOUKUP (310) 783 -9342 SITE IMPROVEMENT STATUS: GRADING: NO GRADING REQUIRED DRAINAGE: NO FACILITIES NEEDED BEYOND EXISTING IMPROVEMENTS LANDSCAPING: NO LANDSCAPING REQUIRED ACCESS ROAD: NO FACILITIES BEYOND EXISTING ACCESS IMPROVEMENTS PAGE 1 OF 5 HUTSON & ROME PARTNERSHIP 3333 West Coast Highway, Newport Beach, Califomia, (714) 645.1825 SITE SURVEY CELL SITE 1 35 Wes, ,,untington Drive, Units 406 -413, Arcadia, Califomla VICINITY MAP THOMAS BROTHERS GUIDE, 1992 LOS ANGELES COUNTY EDITION, PAGE NO. 567, GRID C5 PAGE 2OF5 HUTSON & ROME PARTNERSHIP 3333 West Coast Highway, Newport Beach, CaRomia, (714) 845 -1825 SITE SURVEY CELL SITE 44' 1 35 West ntingtcn Drive, Units 406 -413. Arr a, Califomia SITE PLAN T r V Q J a 2 J O i 1 � OVERHEAD RES 1 I VAULT OMDWG OVERHANG \ \ ►ARM 2 FENCE \ Fuca I oYVeiAD RRES�_\ I - r MD[ u CaWLAR AGCF9! MSE/,1M HLWNGTON DRNE MICTR ICAL ROOM MANAGERS ornCE STORAGE CORR" 73 R. HUNTINGTCN. DR. (CLRS LODGE) EIRE NYM-T PAGE 3 OF 5 HUTSON & ROME PARTNERSHIP 3333 West Coast Highway, Newport Beach, Califomla, (714) 645 -1825 SITE SURVEY CELL SITE S .1 35 We; untington Drive, Unfts 406 -413, A dia, Califomia FOURTH FLOOR & ROOF PLANS ELEVATOR ROOF LADDER FOURTH FLOOR PLAN r 9CNACE FLOW UOIT3 FOR 90HACE "ITAOWLL acTdR � rACrOBED uCFitWUR ANTD/W RwrTED T� IEw rTp1X;rUNL RAML ANTDINB TO K CCVPAWET. ►A OVERHANG AT BOTTOM FLOOR — ROOF PLANT L WX K OF tOUiMENT RON BELOW FLOOD LIGHTS FOR "AGE L-;�SIONAGE Of FIRST FLOOR PAGE 4OF5 HUTSON & ROME PARTNERSHIP 3333 West Coast Highway, Newport Beach, Califomia, (714) 646 -1825 XCTORS Ali j j0LL,,AA,, TO,EIOSTrIC I I• BO'- 100' COAX CABLE RUN I[NTHOUSE STRVCiIAQ I rBCTORAt C.KCIOII r 110•13r. RT911MM ®TOw1C1/f70tlfO tl)FdLB i i 3EC101t O. YOIIN7ED TO K/11NOUSF SET CON- NAA.S FRE SCMCE T TXALL-.T COIL HAAS .. BT .2• A2..00IWW R ROOT LADDER O OBYFTAT"t ANTO"rym. L Kelp) RtIrSMUM TO FTRA; CumW A SECTOR E EBSTm "A" t AmT9rMTMR tA3T1NC PARAPETS A A f� A A / MML -SET COIF- NAA� T OS' 1]' FOR NCRGrtS C CO WNSER PLATFORM EVATOR C CABLE N000 RM COAX ANp C COHORT F FNp1 BFlO'll, /iE/J TO ANTONA7 W STARTS TO I I R ROOF YORJNTED CABLE TRAY& pCN1MOU5i a-- FRE SDRMCE I r 9CNACE FLOW UOIT3 FOR 90HACE "ITAOWLL acTdR � rACrOBED uCFitWUR ANTD/W RwrTED T� IEw rTp1X;rUNL RAML ANTDINB TO K CCVPAWET. ►A OVERHANG AT BOTTOM FLOOR — ROOF PLANT L WX K OF tOUiMENT RON BELOW FLOOD LIGHTS FOR "AGE L-;�SIONAGE Of FIRST FLOOR PAGE 4OF5 HUTSON & ROME PARTNERSHIP 3333 West Coast Highway, Newport Beach, Califomia, (714) 646 -1825 SITE SURVEY CELL SITE 4 1 35 West , .,intington Drive, Units 406 -413, At,<.dia, Cafifomia ELEVATIONS ELEVATION A ELEVATION 8 ELEVATION C PROPOSED LA, CELLULAR ANTENNAS SEE ROOF PLAN ' D CWTM 810N TOO OF PENTHOUSE EL- 518.50 TOP OF ANTENNA EL- 617,50 PCT [L- $11,1] 535.80 TOP OF PARAPET EL- 635.80 «...«.._.... ... «...._ —. ROOF (NORTH 91)f) [L- 633.45 X R.- 5]7.7!f'.«..... - - - FgrnH noon 77880 FLOOR XCONO BOOR TMRO FLOOR I SECOND FLOOR DRDUND floe n.SHtT SURFALT PROPOSED LA. CELLULAR ANTENNAS SEE ROOF PLAN PROPOSED L.A. CELLULAR ANTENNAS SEE ROOF PLAN FOURTH r0m — i tHJR I FLOaR SECOND FL TOP Of ANTENNA EL FINISH SIAKACE EL- PAGE 5OF5 HUTSON & ROME PARTNERSHIP 3333 West Coast Highway, Newport Beach, Cal'rtomia, (714) 645 -1825 1�Vsy COMMONWEALTH LAND TITLE COMPANY 801 North Brand Blvd, 12th Floor Glendale, California 91203 (800) 950 -9775 (Southern California) (818) 247 -1999 . LA Cellular 17785 Center Quart Drive North . Cerritos, California Attn: Sharon Carrington YOUR NO. 441.1 PRELIMINARY REPORT Dated: February 23, 1993, at 7:30 A.M. �- EXHIBIT C OUR NO. 87- 52036 -08 Title Officer: DAVID BOSWELL, Ext. 319 IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE, COMMONWEALTH( LAND TITLE COMPANY HEREBY REPORTS THAT IT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A POLICY OR POLICIES OF TITLE INSURANCE DESCRIBING THE LAND AND THE ESTATE OR INTEREST THEREIN HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY DEFECT, LIEN OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF SAID POLICY FORMS. THE PRINTED EXCEPTIONS AND EXCLUSIONS FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE SET FORTH IN EXHIBIT A ATTACHED. COPIES OF THE POLICY FORMS SHOULD BE READ. THEY ARE AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. 87 -52036 Page 2 SCHEDULE A THE FORM OF POLICY OF TITLE INSURANCE CONTEMPLATED BY THIS REPORT IS: A CLTA Owners Policy THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A FEE TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: 35 W. HUNTINGTON PARTNERS, a partnership THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, AND IS DESCRIBED AS FOLLOWS: SEE EXHIBIT "I" ATTACHED HERETO AND MADE A PART HEREOF. 87 -52036 Page 3 EXHIBIT "I" PARCEL 1: That portion of Lot 3 of Tract No. 949, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, in the office of the County Recorder of said County, described as follows: Beginning at a point in the Southerly line of said Lot 3, distant 402.20 feet West, from the Southeast corner of said Lot 3; thence North parallel with the Easterly line of said Lot 3, a distance of 305 feet to the most Southerly tine of Lot 9 of Tract No. 13768, as per map recorded in Book 273 Page 37 of Maps, in said Recorder's office; thence West along said most Southerly ljne to the Southeasterly line of Morlan Place (60.00 feet) as shown and dedicated on said Tract No. 13768; thence Southwesterly along said Morlan Place to the Northeast corner of the land as described in the deed to F. W. Jonas and Adele S. Jonas, recorded September 21, 1956 as Instrument No. 1442 of Official Records of said County; thence Southerly along the Easterly line of said deed to F. W. Jonas and Adele S. Jonas and its prolongation thereof to the Southerly line of said Lot 3; thence East along said Southerly line to the point of beginning. EXCEPT therefrom the interest of the City of Arcadia, in the Southerly 20.00 feet of said land which was conveyed to said City for Road purposes by deed recorded in Book 24642 Page 220 of Official Records of said County. PARCEL 2: That portion of Lot 9 Tract No. 13768, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 273 Pages 37 and 38 of Maps, in the office of the County Recorder of said County, as bounded by the following described lines: Beginning at the most Westerly corner of Lot 9 of said Tract No. 13768; thence East along the South line of said Lot 9, a distance of 48.38 feet more or less, to the West line of the East 402.2 feet of Lot 3 of Tract No. 949, in the City of Arcadia, in the County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, in the office of the County Recorder; thence North along the North prolongation of said West line a distance of 20.21 feet to the Southerly line of Morlan Place, 60 feet wide, as shown on said Tract No. 13768; thence Southerly and Westerly along the Southerly line of said Morlan Place a distance of 52.47 feet to the point of beginning. 87 -52036 Page 4 SCHEDULE B AT THE DATE HEREOF EXCEPTIONS TO COVERAGE, IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: 1. General and special taxes, including any personal property taxes, and assessments collected with taxes for the fiscal year 1992 -1993: Total: First Installment: Secpnd Installment: Penalty and Costs: :Homeowners Exemption: Code: Parcel: $15,865.37 7,932.69 Paid 7,932.68 Open 803.26 None 1892 5775 -25 -30 la. The lien of supplemental taxes, if any, assessed pursuant to the provi- sions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. 2. The fact that said land is included within the Central Redevelopment Project of the City of Arcadia, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelop- ment to proceed only after the adoption of the redevelopment plan) as disclosed by a document recorded December 28, 1973 as Instrument No. 4927, Official Records, and by an instrument recorded July 16, 1975 as Instrument No. 3632, Official Records. 3. Water rights, claims or title to water whether or not shown by the public records. 4. Any easement or lesser rights which the owner of a poleline may have or claim in said land, by reason of the existence of said poleline as shown by a prior inspection. 5. A deed of trust to secure an indebtedness of $850,000.00, and any other amounts as therein provided, recorded May 23, 1986 as Instrument No. 86- 648210, Official Records. Dated, May (day not shown), 1986 Trustor: 35 W. Huntington Partners, a partnership Trustee: Ticor Title Insurance Company of California, a California corporation Beneficiary: The Bekins Company, a California corporation, successor in main to Bekins Van & Storage Co., a corporation 87 -52036 Page 5 An assignment of the beneficial interest under said deed of trust as colla- teral security, to Citicorp Industrial Credit, Inc., a Delaware corporation, as assignee, recorded May 1, 1987 as Instrument No. 87- 690818, Official Records. 6. A deed of trust to secure an indebtedness of $975,000.00, and any other amounts as therein provided, recorded June 30, 1989 as Instrument No. 89- 1046726, Official Records. Dated: June 22, 1989 Trustor: 35 W. Huntington Partners, a partnership Trustee: Master Mortgage Company, a California corporation Beneficiary: First Nationwide Bank, a Federal Savings Bank NOTE NO. 1: THIS COMPANY DOES REQUIRE CURRENT BENEFICIARY DEMANDS PRIOR TO CLOSING. If the demand is expired and a current demand cannot be obtained, our requirements will be as follows: 1. If this company accepts a verbal update on the demand, we will hold an amount equal to one monthly mortgage payment. This hold will be up and above the verbal hold the lender may have stipulated. 2. If this company cannot obtain a verbal update on the demand, we will either pay off of the expired demand, or wait for the amended demand, at the discretion of the escrow. NOTE NO. 2: As of January 1,,1990, Chapter 598, California Statutes of 1989 (AB 512; Ins. Code Sec 12413.1) becomes effective. The law requires that all funds be deposited and available for withdrawal by the title entity's escrow or subescrow account prior to disbursement of any funds. Only cash or wired funds can be given immediate availability upon deposit. Cashier's checks, Teller's checks and Certified checks may be available one business day after deposit. All other funds such as personal, corporate or partnership checks and drafts may cause material delays in disbursement of funds on this order. In order to avoid delays, all funding should be wire transfer. Outgoing wire transfers will not be authorized until confirmation of the respective incoming wire transfer or availability of deposited checks. PLEASE NOTE THE FOLLOWING INSTRUCTIONS FOR INCOMING WIRE TRANSFERS OF PAYOFF FUNDS: Bank of America Mortgage Warehouse Services South 5619 P.O. Box 1889 Pomona, California 91769 Account No. 123- 555122 -5 87 -52036 Page 6 ABA Number 121 - 000 -358 WIRE MUST REFERENCE COMMONWEALTH LAND TITLE ORDER NUMBER AND TITLE OFFICE NOTE NO. 3: The premium for a policy of title insurance, if issued, will be based on the short term rate. NOTE NO. 4: This report is incomplete as to the effect of documents, pro- ceedings, liens, decrees or other matters which do not specifically describe said land, but which, if any do exist, may affect the title or impose liens or encumbrances thereon. This company will require statement(s) of information, including a declaration of marital status, from buyer, seller and /or borrower, in order to complete this report. This company will also require that the spouse(s), if any, of the vestee(s) and /or purchaser(s) either: 1. Join in the execution of any instruments conveying or encumbering said real property. 2. Deed any possible interest in and to said land. NOTE NO. 5: The only conveyances affecting said land recorded within six (6) months of the date of this report are as follows: an Plats enclosed/ cr cc: prA•r `` ?: ;;in•; t}tr .- ,I,r.� .. •�vra a� �a�t -.w : an7s^;.¢ O. .v.� `TRVlI�REDI s 1- 0 45-73-- � SCAT E 1' t 100' ' Z O 7 Q 1s92.- ' woo 2 1� _ (O � 21 � . �e•r r � s, x»: R _ .ri.+'' •.i TN � 'f �! r. 1 xr,r -fM Oa_J! I W . 4 cj s 6 ��O4a. Ito'• Q \ ♦, yaI'Ma W ~r �� O CV .Ali AAt7 :C .v.♦ y .� i a a.rr. •' 7 S�',•5 a WHEELER A .. r. AVE r��• C��t f �~ • • �rA�'!w/ . i� f • - 'f run rw•rr -. gK. DETAIL 23 e'' �r;r �� r ..,a. sv . s 5773 NO SCALE •`.� , .4 i' `�,t ' I < .3., g Jf-7- i ,1 Z a, .� ±0 I O ,"firs.' . e' avH17Y +i;�nii':I��uuNK�'"e14�iRf 'r t�' .w;• i' < slitt £I aa:r.•,• . ..rs _ 7 t "'� 0.J' $ I]I�twrc,•l t, raw rr. `� :♦ ,cv Z t I ® ; ul =�2t1 k m 6 rar,Y .i 1 al rrrrola 8 �ppE >Z HUNTINGTON "TINGTOaI SANTA AN ITA RANCHO P. 1-97-98 _ TRACT NO 949 M.B. 17 13 �I IA,IIEytiMT w r TP/yCT ?'N0. 13768 M S. 273 37 24 AssESSa+s ►uP 1".1.�•�;;. t. : , COu iTY OF LOS ANGELES. CALIF. CELLULAR Los Angeles CellularTelephone Company RECORDING REQUESTED BY AND WHEN RECORQED MAIL TO: Los Angeles Cellular Telephone Company EXHIBIT D 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering MEMORANDUM OF LEASE between THIS MEMORANDUM QF LFASE (''?emorandum of L se"�is mac�e.tNs 1st day of May 1993, 3355 W. nuntin tton artners a ar Ins, ip as Landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as Tenant ( "Tenant "), who agree as follows: Landlord has leased to Tenant and Tenant has leased from Landlord particularly described In the Lease ( "Premises'), in the City of Arc, California, commonly known as 35 West Huntingto Dri- certain portions of that certain Property, more County o¢.os Angeles State of , more particularly described In Exhibit A" attached hereto " commencing on May 1 19 9 and endin Five (Property"), fora term -Tenant to extend the Initial Term for three g (-�-) Years thereafter ("initial Term'), with an option of ( consecutive periods of five (�) years each ( "Additional Terms "), on the terms and conditions set forth In said Lease, all the terms and conditions of which Lease, Including, without limitation, the Easements as more particularly described therein, are made a part hereof as though fully set forth herein. During the Initial Term and any Additional Terms of the Lease, Landlord shall not subordinate the Lease to any deed of trust or other Senior Interest without obtaining a Non - Disturbance and Attornment Agreement from the proposed lender or other Senior Interest holder, nor shall it permit the construction of any Improvements on any property controlled by Landlord which might interfere or compete with Tenant'. use of the Premises, Including the optimum functioning of its Communications Facility located thereon, all as more fully set forth in the Lease. Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first Ben priority) in some or all of the Communications Facility and/or any of Tenantb furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith ("Equipment Financing") and/or to assign or pledge Tenantb interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing Its equipment or forthe operation of Its business ("Leasehold Assignment'), and to record against Tenants interest in the Premised any instruments or documents as may be required with respect to such Equipment Financing or Leasehold Assignment. Landlord understands and 99rees that Landlord shall not acquire any right to or Interest in the Communications Facility and/or any of Tenantb furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith notwithstanding the law of fixtures and/or the manner In which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord understands and agrees that Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Faciity and/or any of Tenants furniture, fixtures, equipment and/ or other property utilized or to be utilized in connection therewith. This Memorandum of Lease Is prepared for the purpose of recordation, and In no way modifies the provisions of the Lease. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease on the date first above written, LANDLORD: 35 W. Huntington Partners, Partnership By: a .% 1 _ Its: Mo,, C Y' r By: Its: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership By: -T --� Mike Heil Its: President and General Manager 0 l e r� is to be affixed to this signature page.) esori1 tioin of Property to be attached as Exhibit "A" to this document) 0 Los Angeles Cellular Telephone Company 1988 N EXHIBIT A PARCEL 1: That portion of Lot 3 of Tract No. 949, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, In the office of the County Recorder of said County, described as follows: Beginning at a point in the Southerly line of said Lot 3, distant 402.20 feet West, from the Southeast corner of said Lot 3; thence North parallel with the Easterly line of said Lot 3,.a distance of 305 feet to the most Southerly tine of Lot 9 of Tract No. 13768, as per map recorded in Book 273 Page 37 of Maps, in said Recorder's office; thence West along said most Southerly lane to the Southeasterly line of Morlan Place (60.00 feet) as shown and dedicated on said Tract No. 13768; thence Southwesterly along said Morlan Place to the Northeast corner of the land as described in the deed to F. W. Jonas and Adele S. Jonas, recorded September 21, 1956 as Instrument No. 1442 of Official Records of said County; thence Southerly along the Easterly line of said deed to F. W. Jonas and Adele S. Jonas and its prolongation thereof to the Southerly line of said Lot 3; thence East along said Southerly line to the point of beginning. EXCEPT therefrom the interest of the City of Arcadia, in the Southerly 20.00 feet of said land which was conveyed to said City for Road purposes by deed recorded in Book 24642 Page 220 of Official Records of said County. PARCEL 2: That portion of Lot 9 Tract No. 13768, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 273 Pages 37 and 38 of Maps, in the office of the County Recorder of said County, as bounded by the following described lines: Beginning at the most Westerly corner of Lot 9 of said Tract No. 13768; thence East along the South line of said Lot 9, a distance of 48.38 feet more or less, to the West line of the East 402.2 feet of Lot 3 of Tract No. 949, in the City of Arcadia, in the County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, in the office of the County Recorder; thence North along the North prolongation of said West line a distance of 20.21 feet to the Southerly line of Morlan Place, 60 feet wide, as shown on said Tract No. 13768; thence Southerly and Westerly along the Southerly line of said Morlan Place a distance of 52.47 feet to the point of beginning. L.Alt� CELLULAR Los Angeles CellularTelephone Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Los Angeles Cellular Telephone Company EXHIBIT E 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering NON- DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT ( "Agreement ") is made this day of 19— by and between A corporation (hereinafter called "Lender"), its successors and assigns oncluding, but not limited to, the holder of the Note and Deed of Trust hereinafter described), and Los Angeles Cellular Telephone Company, a California general partnership (hereinafter called 'Tenant' ,which Is the tenant under a Lease between Tenant and 35 W Huntington Partners, a partnership ("Landlord', dated May 1, 1223 ( "Lease's, pertaining to those. rtions of that certain Property, more particularly described in the Lease ( "Premises'J, in the City of �rcadia County of Los Angeles State of Califomia, commonly known as West Huntington Drive and more fully described In Exhibit "A" attached hereto (hereinafter called the "Property'l. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and Lender hereby warrant and represent and agree with each other as of the date hereof, as follows: 1. Lender hereby consents to and approves the Lease and all the terms and conditions thereof, including, without limitation, the construction and operation of Tenants "Communications Facility," as provided therein. 2. The Lease and any and all extensions, modifications and renewals thereof and all of Tenant§ rights and interest therein and thereunder are hereby subjected and subordinated to, and are declared to be subject and subordinate to that certain Deed of Trust from Landlord or Landlord's predecessor in interest to Lender, and all extensions, modifications and renewals thereof or of the indebtedness secured thereby, given as security for certain loanbbligations from Landlord or Landlord's predecessor in interest to Lender and recorded in the Recorder's Office of the County of on , 19 —, as instrument no. , and pertaining to the Property (such Deed of Trust and all extensions, modifications and renewals thereof are referred to herein as the "Deed of Trust', to the same extent as if the Deed of Trust documents had been executed, delivered and recorded prior to the execution of the Lease. 3. Tenants subordination is upon and subject to the express conditions that: a. So long as Tenant continues to pay the rent as provided for In the Lease and otherwise has not been determined by a court of competent jurisdiction to be in default under any of the material terms and provisions thereof, Lender shall not disturb the rights to possession and enjoyment of Tenant in and to the Premises, including the Easements, as set forth in the Lease, nor shall the leasehold estate granted by the Lease be affected in any manner whatsoever, nor the obligations of the parties thereunder be modified or amended in any way, notwithstanding any foreclosure or proceedings in lieu thereof affecting the Premises and whether or not Tenant is made a party thereto; and b. Upon passing of title to the Premises to the Lender or to any other party in any foreclosure or proceedings in lieu thereof, the party acquiring such title shall thereupon during the period of such party's ownership, by virtue of such acquisition of title and continued ownership and- without the execution of any further instruments or documents, be deemed to be the landlord for all purposes of the Lease during the period of such ownership and be deemed to have assumed the full and complete performance of all the obligations of Landlord as set forth in the Lease which accrue during the period of such owner -ship; and c. If Lender shall take possession, without acquiring title thereto, but in such a manner as to be entitled to receive rents therefor, Lender shall, in addition, be deemed to have assumed all the obligations of Landlord set forth in the Lease accruing during such period of possession. 4, Lender, by its execution and acceptance of this Agreement, agrees that in the event Lender takes possession of the Property as note- holder -in- possession, by foreclosure of the Deed of Trust or by acquisition of title In lieu of foreclosure, not to affect or disturb Tenants right to possession of the Premises in the exercise of Lender's rights so long as the Lease has not expired by its terms, and Tenant has not been determined by a court of competent jurisdiction to be in default under any of the material terms, covenants or conditions of the Lease. In the event that Lender or any other party succeeds to the interest of Landlord under the Lease by foreclosure or by acquisition of title to the Property in Ileu of foreclosure, or any other action taken under the Deed of Trust by Lender, or in the event that Lender exercises the rights granted to It by any assignment, Tenant hereby agrees to be bound to Lender or such other party under all of the terms, covenants and conditions of the Lease; and, Tenant agrees that It shall attorn to, and be liable to and recognize Lender or such other party as Tenants new landlord for the balance of the term of the Lease upon and subject to all the terms and conditions thereof, and Landlord and Tenant both agree that the Lease and the rights of Tenant thereunder, Including such rights to the Easements, shall continue In full force and effect as a direct lease between Tenant and Lender or such other party upon all the terms, covenants and agreements set out in the Lease, and the rights of Tenant thereunder shall not be terminated or disturbed except in accordance with the terms and provisions of the Lease, and Tenant shall thereafter make the rental payments set out in the Lease as Instructed by written notice by Lender or such other party, forwarded to Tenant by certified mail, return receipt requested or registered mail, postage prepaid. Such non - disturbance and attornment shall be effective a elf operative without the execution of an, ther instrument by Lender and Tenant ar;Jo immediately upon the succession by Lender or such other party to the Interest of Lrd under the Lease; and the respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then remaining balance of the term of the Lease and any extension or renewal permitted thereby, shall be and are the same as are now set forth In the Lease or as it may have been modified with Lenders consent, I required. 5. Lender understands, acknowledges and agrees that notwithstanding anything to the contrary contained in the Deed of Trust and/or any related financing documents, including, without limitation, arty UCC -1 financing statement. Lender shall acquire no interest in any furniture, fixtures, equipment and/or other property installed by Tenant on the Property. Lender hereby expressly waives any interest which Lender may have or acquire with respect to such furniture, fixtures, equipment and/or other property of Tenant now, or hereafter, located on or affixed to the Premises or any portion thereof and Lender hereby agrees that same do not constitute realty regardless of the manner in which same are attached or affixed to the Property. This Agreement shall be binding on and inure to the benefit of Tenant, Lender and their respective successors and assigns. Landlord joins in this Agreement for the purpose of consenting to the provisions hereof and agrees to be bound hereby. IN WITNESS WHEREOF, Tenant, Landlord and Lender have caused this Agreement to be executed the date first above written. LANDLORD: 35 W. Huntington Partners, ip BS. c'_ By: Its: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership By. Mike Heil Its: President and General Manager LENDER: By: Its: By: Its: [Acknowledgments to be affixed to this signature page] [Legal Description of Property to be attached as Exhibit ' A" to this document.] EXHIBIT A PARCEL 1: That portion of Lot 3 of Tract No. 949, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, in the office of the County Recorder of said County, described as follows: Beginning at a point in the Southerly line of said Lot 3, distant 402.20 feet West, from the Southeast corner of said Lot 3; thence North parallel with the Easterly line of said Lot 3, a distance of 305 feet to the most Southerly line of Lot 9 of Tract No. 13768, as per map recorded in Book 273 Page 37 of Maps, in said Recorder's office; thence West along said most Southerly lone to the Southeasterly line of Morlan Place (60.00 feet) as shown and dedicated on said Tract No. 13768; thence Southwesterly along said Morlan Place to the Northeast corner of the land as described in the deed to F. W. Jonas and Adele S. Jonas, recorded September 21, 1956 as Instrument No. 1442 of Official Records of said County; thence Southerly along the Easterly line of said deed to F. W. Jonas and Adele S. Jonas and its prolongation thereof to the Southerly line of said Lot 3; thence East along said Southerly line to the point of beginning. EXCEPT therefrom the interest of the City of Arcadia, in the Southerly 20.00 feet of said land which was conveyed to said City for Road purposes by deed recorded in Book 24642 Page 220 of Official Records of said County. PARCEL 2: That portion of Lot 9 Tract No. 13768, in the City of Arcadia, County of Los Angeles, State of California, as per map recorded in Book 273 Pages 37 and 38 of Maps, in the office of the County Recorder of said County, as bounded by the following described lines: Beginning at the most Westerly corner of Lot 9 of said Tract No. 13768; thence East along the South line of said Lot 9, a distance of 48.38 feet more or less, to the West line of the East 402.2 feet of Lot 3 of Tract No. 949, in the City of Arcadia, in the County of Los Angeles, State of California, as per map recorded in Book 17 Page 13 of Maps, in the office of the County Recorder; thence North along the North prolongation of said West line a distance of 20.21 feet to the Southerly line of Morlan Place, 60 feet wide, as shown on said Tract No. 13768; thence Southerly and Westerly along the Southerly line of said Morlan Place a distance of 52.47 feet to the point of beginning. EXHIBIT 2 GRANT DEED Page 1 of 10 Please see the attached nine (9) pages. - This page is part of your document - DO NOT DISCARD - TITLE(S) : FEE CODE 20 CODE 19 CODE 9 06 2257577 RECORDED /FILED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES COUNTY CALIFORNIA 10/11/06 AT 08:00am FREE AP. 2� T�s D.T.T. A Assessor's Identification Number (AIN) To be completed by Examiner OR Title Company in black ink. Number of AIN's Shown - THIS FORM IS NOT TO BE DUPLICATED - h+ 0 I•� 01 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Redevelopment Agency of the City of Arcadia 240 W. Huntington Drive Arcadia, CA 91066 Attn: Don Penman 401006,69,/ X14 GRANT DEED THE UNDERSIGNED GRANTOR DECLARES: 06'2257577 Space above this line for Recorder's Use No Recording Fee Pursuant to Gov't Code § 27383 No Documentary Transfer Tax Pursuant to California Revenue & Taxation Code § 11922 Documentary Transfer Tax is: $-0- a unincorporated area ® City of Arcadia Assessor's Parcel No. 5775- 025 -030 ❑ computed on full value of interest or property conveyed, or ❑ computed on full value of liens or encumbrances remaining at time of sale; FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, 35 HUNTINGTON PARTNERS, a California general partnership ( "Grantor ") hereby GRANTS to REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public body, corporate and politic ( "Grantee "), the following described real property in the City of Arcadia, County of Los Angeles, State of California: SEE EXHIBIT "1" ATTACHED HERETO. Originally executed counterpart signature pages may be attached to this Grant Deed for recording and will constitute a single document. Dated: , , 2006 RvNUSNGRAN N702475 I 35 WEST HUNTINGTON PARTNERS, a California general partnership BY: g `� Soleiman Afrahim, Trustee of The Limasol Revocable Trust Under Comm IISOW Declaration of Trust Dated April 22, ,, 107my?tretk�cul�OW 1 1991, General Partner 7/S-/o6 7 C.1 h� ( „I 01 RVHLJS \MGRANn702475 1 Per 9 ob LUCY NO Comm. i 1503314 I Y f' V�Mncn"" Nona of n CAJORKIA of The �oJ 25,�oaa Limasol Revocable Trust Under Declaration of Trust Dated April 22, 1991, General Partner 01 BY: � 7 ?�2 Parviz Afrahim, Trustee of The Parviz LUCY HO Comm, 01503304 ARY PUBLIC -WORNIA C ¢ of Lo Anodes Afrahim Family Trust Under Declaration of Trust Dated December 29, 2004, General Partner BY: ARCADIX -* AGE,ILTD., a California limited partnership, General Partner By: Daniel E. Braun, General Partner By: Gary P. Braun, General Partner William G. Portzel, Trustee 6l The Portzel Family Trust Under Declaration of Trust Dated January 25, 1982, General Partner By: Jutta Portzel, Trustee of The Portzel Fa ily Trust Under Declaration of Trust Dated January 25, 1982, General Partner LUCY—H-0---3 NOTAARRY Duet C, �C+IUFOO"jA Lo� Caen of Lm Anpdp Comm. tS,tOOa By: G 'Q Guity Tizabi, General Partner 06 2257577 C.1 w CERTIFICATE OF ACCEPTANCE Pursuant to California Government Code Section 27281, this is to certify that the interest in real property conveyed by this Grant Deed dated September 25, 2006, from 35 West Huntington Partners, a California general partnership ( "Grantor ") to the Redevelopment Agency of the City of Arcadia, a public body, corporate and politic ( "Grantee "), is hereby accepted pursuant to authority conferred by the Redevelopment Agency of the City of Arcadia on JULY 18 , 2006, and the Grantee consents to recordation thereof by its duly authorized officer. Dated: �'� , 2006 REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA By: UCH Its: rd..Tgh [[ty ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF On ��� (Q , 2046 before me, here insert name and title of the officer), personally appeared _�.�it \��� T— , proved to me on the basis of satisfactory evidence to be the person(� whose nam ( is /ire subscribed to the within instrument and acknowledged to me that he7ske /tgey execuied the same in his/h4 /1hNr authorized capacity(i4), and that by his/ltr /tl *ir signature( on the instrument the person{>, or the entity upon behalf of which the person( acted, executed the instrument. WITNESS my hand and official seal. Signature oam D, tmmv 2j% WAONIAN _ oomntlnfon 0 1410608 "do V Rtpc . Catitornio ' Los Ar Q8W County 1 �,Cairrn. t�cptres ww�►s. 2oa�1 RVBUSIMORANTl702475 I Certificate of Acceptance 06 2257577 6 M.0 0 F.J ari STA'L'E OF CALIFORNIA COUNTY OF LOS Angeles On September 25 , 2006 before me, LUCY Ho NOTARY PUBLIC (here insert name and title of the officer), personally appeared Soleiman Afrahim 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 seat. Sign ure C—'j STATE OF CALIFORNIA COUNTY OF LOS ANGELES LUCY HO COMM.1150334 N ,rowtr �ueuc- c�uFawu N w coffin. ts,mN (Seal) On September 25 , 2006 before me, LUCY Ho NOTARY PUBLIC (here insert name and title of the officer), personally appeared MAHVASH AFRAHIM 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. Signat R VBUS\MGRAN- n702475,1 LUCY HO 49 MOUE P081�k �r �oNNU N r of LN ttb.ftl 06 2257577 (Seal) M t~a C� w r'J 0 61 NA STATE OF CALIFORNIA COUNTY OF LOS ANGELES On SEPTEMBER -2s, , 2006 before me, LUCY HQ NOTARY PUBLIC (here insert name and title of the officer), personally appeared PARVIZ AFRAHIM 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. Signa STATE OF CALIFORNIA COUNTY OF LOS ANGELES LUCY HO AM Comm. 1 t5033a RENZINaffid NOrAPUBLIC•CALVORKA N RY C"dlmkVWS „� 6! Cann Fj" J 25, 200! (Seal) On SEPTEMBER 25, , 2006 before me, _ Y HO NOTARY PUBLIC (here insert name and title of the officer), personally appeared GUTTY TIZABI , 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. WITNI?SS my hand and official seal. Signa RVBUS \MGRAN'R702475 f LUCY HO Comtn.lt 150IVA NOTARY PUBUC•CAUfORN1A Camry of la Y Cann Etquel ! 25.2 06-2257577 (Seal) Lr7 N STATE OF CALIFORNIA COUNTY OF SU,K 141's ab1sP0 On �2 �, �DO�o ,2696 before me, �G uBe l (here �(y} I insert n e and title of the officer), personally appeared ' /' .T i7Jrfze1 proved to me on the basis of satisfactory evidence to be the persons whose named ise.E.) subscribed to the within instrument and acknowledged to me that he /she /V Ge2xecuted the same in his/her Tli authorized capacity(ies), and that by his/her /( ignature(s,Ion the instrument the person(s), or the entity upon behalf of' which the personLs) acted, executed the instrument. WITNESS my hand and official seal. Signature c' ' ` ' �� STATE OF CALORNI COUNTY OF X - > �, , %, M. LOY rttI COMM. 0140932-1 • i ` NOTARY PUBLIC - CALIFORNIA SAN LUIS OBISPO COUNTY O My COMM. EMpIrse April b, 2007 (Seal) O , 2006 before me, e- E' P /"(1 Whir¢ insert n e and title of the officer), personally appeared , c 1cuj� proved o me on the basis of satisfactory evidence to be the persor�}S whose namip)js subscribed t the within instrument and acknowledged to me that k��xecuted the same in authorized capacit �1 ,and that by. ' eir •ignature(oon the instrument the person or the entity upon behalf of which the personfo acted, executed the instrument. WITNESS my hand and official seal. Signature LjjgG b»' I," 1„6 ��), L-Z_ rVrrrrvrror ACKIE ELLEN SL O QPIMY COW 01571717 NOTARY PUBLIC-CALIFORNIA (>) SANTA 9 x0res A COUNTY Comm. Eipires April 22, 2008 6 06 2257577 RVH1JSkMCRAN'n702475 I 3 (Seal) w �1 a'1 Exhibit "1" Legal Description of Property That certain real property located in the City of Arcadia, Los Angeles County, California, described as follows: PARCEL l : THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT 402.20 FEET WEST, FROM THE SOUTHEAST CORNER OF SAID LOT 3; THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 305 FEET TO THE MOST SOUTHERLY LINE OF LOT 9 OF TRACT NO. 13768, AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN SAID RECORDERS OFFICE; THENCE WEST ALONG SAID MOST SOUTHERLY LINE TO THE SOUTHEASTERLY LINE OF MORLAN PLACE (60.00 FEET) AS SHOWN AND DEDICATED ON SAID TRACT NO. 13768; THENCE SOUTHWESTERLY ALONG SAID MORLAN PLACE TO THE NORTHEAST CORNER OF THE LAND AS DESCRIBED IN THE DEED TO F.W. JONAS AND ADELE S. JONAS, RECORDED SEPTEMBER 21, 1956 AS INSTRUMENT NO. 1442, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID DEED TO F.W. JONAS AND ADELE S. JONAS AND ITS PROLONGATION THEREOF TO THE SOUTHERLY LINE OF SAID LOT 3; THENCE EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE INTEREST OF THE CITY OF ARCADIA, IN THE SOUTHERLY 20.00 FEET OF SAID LAND WHICH WAS CONVEYED TO SAID CITY OF ROAD PURPOSES BY DEED RECORDED IN BOOK 24642 PAGE 220 OF OFFICIAL RECORDS OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 9 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGES 37 AND 38 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS BOUNDED BY THE FOLLOWING DESCRIBED LINES: RVBUS\MGRANn702475 1 Exhibit "1" 06 2257577 5 w� BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768; THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 9, A DISTANCE OF 48.38 FEET MORE OR LESS, TO THE WEST LINE OF THE EAST 402.2 FEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER; THENCE NORTH ALONG THE NORTH PROLONGATION OF SAID WEST LINE A DISTANCE 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE, 60 FEET WIDE, AS SHOWN ON SAID TRACT NO. 13768; THENCE SOUTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE POINT OF BEGINNING. Exhibit 1 06.2257577 RVBUS \MGRANI1702475 I • 5 LANDLORD ACKNOWLEDGEMENT State of California County of C0 5 Ahq eJ f S ) On before me, b, II (insert name and title of the officer) personally appeared _�0��t i h i C L A Li 4 r+e f+0 , who proved to me on the basis of satisfactory evidence to be the personV whose name) War&subscribed to the within instrument and acknowledged to me that he /she4Wy executed the same in his /keP44eir authorized capacity(4es4, and that by his /he"4haic signature on the instrument the personv, or the entity upon behalf of which the personv acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my han/dymd official seal. 411, 1 Signatu !/ (Seal) TENANT ACKNOWLEDGEMENT State of California County of l:� 4S ) On \ `4U \� before me, C (insert name and title of the officer) personally appeared � , who proved to me on the basis of satisfactory evidence to b e person( whose name(Ks /ai' subscribed to the within instrument and acknowledged to me that he /s /the executed the same in his*r /twir authorized capacity(, and that by his /thar signaturre on the instrument the person s), or the entity upon behalf o which the person(sf 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. WITNES! Signature (Seal) CHRISTINA M. WAGER Commbaio fon • 2018242 ilk Notary Public - California Ora p County M Comm. Expires Mar 27, 2017 When Recorded Return to: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration 12555 Cingular Way, Suite 1300 Alpharetta, GA 30004 APN: 5775- 025 -901 (formally known as 5775- 025 -030) Cell Site No: C441 Cell Site Name: Arcadia Fixed Asset Number: 10085816 State: California County: Los Angeles (Space Above This Line For Recorder's Use Only) MEMORANDUM OF LEASE This Memorandum of Lease is entered into on this P+"day of U{V w t , 2013, by and between City of Arcadia, as successor in interest to 35 W. Huntington Partners, a partnership, having a mailing address of P.O Box 60021, Arcadia, CA 91066 ( "Landlord ") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, as successor in interest to Los Angeles Cellular Company, having a mailing address of 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 ( "Tenant "). 1. Landlord (or its affiliate or predecessor -in- interest) and Tenant (or its affiliate or predecessor - in- interest) entered into a certain Building and Roof Space Lease on the 1 st day of May 1993, as amended by that certain First Amendment to Building and Roof Space Lease dated VZw%a k`1a 7.c 13 , ( "Lease ") for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing are set forth in the Lease. 2. The Lease initially commenced May 1, 1993, and in addition to the Additional Terms presently set forth in the Lease, the Lease will automatically renew for three (3) separate consecutive additional periods of five (5) years each, upon the same terms and conditions of the Lease, unless Tenant notifies Landlord in writing of Tenant's intention not to renew the Lease at lease sixty (60) days prior to the expiration of the existing term. 3. The portion of the land being leased to Tenant (the "Premises ") is described in Exhibit 1 annexed hereto. 4. This Memorandum of Lease is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Lease, all of which are hereby ratified and affirmed. In the event of a conflict between the provisions of this Memorandum of Lease and the provisions of the Lease, the provisions of the Lease shall control. The Lease shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Lease. IN WITNESS WHEREOF, the parties have caused this Memorandum of Lease to be effective as of the last date written below. LANDLORD: TENANT: City of Arcadia New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT &T Mobility Corporation Its: Manager By:e ' ���` Print Name: Dominic zzaretto Its: City Manager Its: _ Date: June 17, 2013 Date: Prepared by: Coastal Business Group 16150 Scientific Way Irvine, CA 92618 EXHIBIT 1 DESCRIPTION OF PREMISES Page I of 1 to the Memorandum of Lease dated V urte tT, 201 3, by and between City of Arcadia, as Landlord, and New Cingular Wireless PCS, LLC, a Delaware limited liability company, as Tenant. The Premises are described and /or depicted as follows: Property Legal Description: PARCEL l: THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT 402.20 FEET WEST, FROM THE SOUTHEAST CORNER OF SAID LOT 3; THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 305 FEET TO THE MOST SOUTHERLY LINE OF LOT 9 OF TRACT NO. 13768, AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN SAID RECORDERS OFFICE; THENCE WEST ALONG SAID MOST SOUTHERLY LINE TO THE SOUTHEASTERLY LINE OF MORLAN PLACE (60.00 FEET) AS SHOWN AND DEDICATED ON SAID TRACT NO. 13768; THENCE SOUTHWESTERLY ALONG SAID MORLAN PLACE TO THE NORTHEAST CORNER OF THE LAND AS DESCRIBED IN THE DEED TO F.W. JONAS AND ADELE S. JONAS, RECORDED SEPTEMBER 21, 1956 AS INSTRUMENT NO. 1442, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID DEED TO F.W. JONAS AND ADELE S. JONAS AND ITS PROLONGATION THEREOF TO THE SOUTHERLY LINE OF SAID LOT 3; THENCE EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE INTEREST OF THE CITY OF ARCADIA, IN THE SOUTHERLY 20.00 FEET OF SAID LAND WHICH WAS CONVEYED TO SAID CITY OF ROAD PURPOSES BY DEED RECORDED IN BOOK 24642 PAGE 220 OF OFFICIAL RECORDS OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 9 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGES 37 AND 38 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS BOUNDED BY THE FOLLOWING DESCRIBED LINES: BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768; THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 9, A DISTANCE OF 48.38 FEET MORE OR LESS, TO THE WEST LINE OF THE EAST 402.2 FEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER; THENCE NORTH ALONG THE NORTH PROLONGATION OF SAID WEST LINE A DISTANCE 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE, 60 FEET WIDE, AS SHOWN ON SAID TRACT NO. 13768; THENCE SOUTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE POINT OF BEGINNING. LANDLORD ACKNOWLEDGEMENT State of Cal' ornia County of 5 ,y f. ,e ) n 1LL 7 2013 before me, Pi 6liTn f , (insert name and title of the officer) personally appeared ya L "A re t-1y , who proved to me on the basis of satisfactory evidence to be the person whose name(4 is /ara subscribed to the within instrument and acknowledged to me that he /oho4Wy executed the same in hisAhOr4keir authorized capacityoee , and that by hisAwMheir signature on the instrument the person, or the entity upon behalf of which the person f acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatur (Seal) TENANT ACKNOWLEDGEMENT State of California County of !� ) On -WW 9 r5 9ar 5 before me, Is c (insert name and title of the officer) personally appeared ���� c� ,who proved to me on the basis of satisfactory evidence to be th erson whose namet(s) is /ap6 subscribed to the within instrument and acknowledged to me that he /sthexecuted the same in his/l,%er/th�,if authorized capacity(i and that by his/hFffhof signature(p'j on the instrument the person(), or the entity upon behalf of which the person() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNF Signatu (Seal) CHRIS IM' M. WAGER Coi w lion 1 20132,2 N"V Public • California Orange Cou" My Comm. Ex Ira Mar 27, 2017