HomeMy WebLinkAboutC-3091 ATC Site#419954
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PROPERTY MANAGER REPRESENTATIONS
Reference is made to that Communications Site Lease Agreement between the City of
Arcadia ("Landlord") and Los Angeles SMSA Limited Partnership, a California limited
partnership, d/b/a Verizon Wireless ("Tenant") dated July 26, 2011 ("Agreement"). In
furtherance of the Agreement, Landlord grants ATC Sequoia LLC, a Delaware limited liability
company ("Property Manager") the right to access the Premises identified in the Agreement to
the extent that Tenant is granted the right to deploy and maintain communications facilities on
the Premises, contingent on the following representations.
1. No Landlord Obligations to Property Manager
1.1 Property Manager's rights to access the Premises as Property Manager are found
solely in Tenant's rights to manage the facilities as outlined in the Agreement between Tenant
and Landlord. This list of representations creates no contractual obligations on Landlord's part to
Property Manager, but merely recognizes that Tenant has the right to engage Property Manager.
Nothing in this document is intended to allow, nor shall it be construed as allowing, any lessees
other than Tenant or co-location of communications facilities on the Premises by any other
entity.
1.2 The Agreement requires that all parties accessing the Premises carry certain
insurances and execute certain releases. Because Property Manager is representing that it shall
take on the role of Tenant's representative, Landlord requires Property Manager to affirm these
obligations. In any case in which the Agreement's level of insurance is higher than those listed
below, the Agreement's levels are binding.
2. Duration
2.1 The obligations outlined in this document shall continue so long as the Agreement
is in force, unless Property Manager or Tenant notifies Landlord in writing that Property
Manager no longer is engaged by Tenant as Property Manager.
3. Reimbursement for City Costs
3.1 Property Manager will pay, within thirty (30) days following receipt of this
document executed by Landlord, a $1,500 deposit to the Landlord to reimburse Landlord for
staff expenses, consultant expenses, counsel expenses and other expenses incurred related to
processing Property Manager's requests for information, preparing, reviewing, and responding to
related documents and correspondence, and reviewing insurance provided pursuant to this
document. Landlord will use the deposited funds for said expenses.,
4. Access
4.1 Property Manager's access to the Premises is on the same terms as that
established in the Agreement. In the absence of access terms in the Agreement, Property
Manager shall have escorted access rights during normal business hours.
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5. Insurance,Release and Hold Harmless.
5.1 Property Manager shall, at Property Manager's sole cost and expense, procure and
maintain during the term of the Agreement (including during any renewal term of the
Agreement), the following:
5.1.1 Workers Compensation insurance at statutory limits, including Employers
Liability coverage with minimum limits of $1,000,000 each-occurrence and each-accident /
$1,000,000 by disease each-occurrence/$1,000,000 by disease aggregate;
5.1.2 Commercial General Liability insurance at minimum combined single
limits of $1,000,000 per-occurrence and $2,000,000 general aggregate for bodily injury and
property damage, which coverage shall include products/completed operations ($1,000,000
products / completed operations aggregate), and XCU (Explosion, Collapse, Underground)
hazards. Coverage must be written on an occurrence form. Contractual liability coverage must be
maintained covering the contractor's obligations contained in a contract. The general aggregate
limit must be at least two times each-occurrence limit;
5.1.3 Commercial Automobile Liability insurance at minimum combined single
limits of $1,000,000 per-occurrence for bodily injury and property damage, including owned,
non-owned, and hired car coverage; and
5.1.4 "All-risk" property insurance insuring the facilities and its appurtenant
personal property for full replacement costs.
5.2 Any subcontractor hired by the Property Manager shall maintain insurance
coverage equal to that required of the Property Manager. It is the responsibility of the Property
Manager to assure compliance with this provision. Landlord accepts no responsibility arising
from the conduct, or lack of conduct, of a subcontractor.
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5.2.1 Builders Risk coverage(if applicable) as follows:
(a) All Risk Builders Risk insurance, including collapse coverage, is
required on a completed value form if the contract is for the construction of a structure or
building.
(b) The Builders Risk policy must provide transit and off-premises
coverage if the contract with the builder makes Landlord responsible for materials. The
deductible shall not exceed$5,000.
5.2.2 Comprehensive General Liability insurance form may be used in lieu of a
Commercial General Liability insurance form. In this event, coverage must be written on an
occurrence basis, at limits of $1,000,000 each-occurrence, combined single limit, and coverage
must include a broad form Comprehensive General Liability Endorsement, products/completed
operations, XCU hazards, and contractual liability.
5.2.3 With reference to the foregoing insurance requirement, the Property
Manager shall specifically endorse applicable insurance policies as follows:
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(a) Landlord shall be named as an additional insured with respect to
General Liability, Automobile Liability, and Builders' Risk.
(b) No liability policy shall contain a cross-liability exclusion or
insured-versus-insured restriction.
(c) A waiver of subrogation in favor of Landlord shall be contained in
the Workers' Compensation and all liability policies.
(d) All insurance policies shall be endorsed to require the insurer to
immediately notify Landlord of any material change in the insurance coverage.
(e) All insurance policies shall be endorsed to the effect that Landlord
will receive at least 60-days notice prior to cancellation or non-renewal of the insurance.
(f) All insurance policies that name Landlord as an additional insured
must be endorsed to read as primary coverage regardless of the application of other insurance.
(g) Required limits may be satisfied by any combination of primary
and umbrella liability insurances.
(h) Property Manager may maintain reasonable and customary
deductibles.
(i) Unless approved in writing by Landlord, Property Manager shall
place the required insurance with insurers licensed to do business in the State of California and
with a current A.M. Best rating of at least A-:VII.
(j) Certificates of Insurance shall be prepared and executed by the
insurance company or its authorized agent and shall contain provisions (i) setting forth all
endorsements and insurance coverages according to requirements and instructions contained
herein and (ii) specifically setting forth the notice-of-cancellation or termination provisions to
Landlord.
(k) Upon request, Property Manager shall furnish Landlord with
certified copies of all insurance policies.
5.3 Property Manager hereby releases Landlord and Landlord's property manager, if
any, and their respective agents, employees, officers, directors, shareholders and partners
(collectively the "Releasees") from, and shall not hold Releasees liable for, any liability for
personal injury, consequential damages, loss of income or damage to or loss of property or
persons, or loss of use of any property, in or about the Premises from any cause whatsoever
unless such damage, loss or injury directly results from the active negligence, gross negligence
or willful misconduct of the Releasees. Further, the Releasees shall not be liable to Property
Manager for any such damage or loss to the extent that Property Manager is compensated or
would have been compensated by the insurance which Property Manager is obligated to maintain
pursuant to this section.
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5.4 Property Manager agrees to indemnify, defend and hold Releasees harmless from
and against injury, loss, damage or liability (or any claims in respect of the foregoing), costs or
expenses (including reasonable attorneys' fees and court costs) that may be imposed on, incurred
by, or asserted against Releasees occurring during the term of the Agreement or during any
period of time prior to the Commencement Date hereof or after the expiration date hereof when
Property Manager may have been given access to or possession of all or any part of the Premises
arising from:
5.4.1 any work or act done in, on or about the Premises or any part thereof at the
direction of Property Manager, its agents, contractors, subcontractors, servants, employees, or
invitees, including but not limited to the installation, use, maintenance, repair or removal of the
Facilities described in the Agreement;
5.4.2 any negligence or other wrongful act or omission on the part of Property
Manager or any of its agents, contractors, subcontractors, servants, employees, or invitees;
5.4.3 any accident, injury or damage to any person or property occurring in, on,
or about the Premises or any part thereof, unless caused by the active negligence, gross
negligence or willful misconduct of Landlord, its employees, or agents; and
5.4.4 any failure on the part of Property Manager to perform or comply with any
of the covenants, agreements, terms, provisions, conditions, or limitations contained in the
Agreement on its part to be performed or complied with.
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IN WITNESS WHEREOF, the parties hereto have executed this Property Manager
Representation as of the date aforesaid.
LANDLORD:
City of Arcadia
TO FORM: By
APPROVED AS Printed Name:. Dominic azzaretto
Title: city Manager
Date: October 18, 2016
Stephen P. Deitsch
City:Attorney
City of Arcadia
PROPERTY MANAGER:
ATC Sequoia LLC,
a Delaware limited liability pang
By:
Printed Name: Shawn Lanier
Title: Vice President- Legal
Date: — G� 16.
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