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HomeMy WebLinkAboutC-4203 \\00 REQUESTED BY AND WHEN RECORDED MAIL TO: American Tower 10 Presidential Way Woburn, MA 01801 Attn: Anthony Rosa, Esq. Land Management (SPACE ABOVE LINE RESERVED FOR RECORDER'S USE) APN: 5780-012-906, 5780-012-904 MEMORANDUM OF MANAGED SITES Thi Memorandum of Managed Sites (this "Memorandum") is entered into on this day of , 20(ti by and between Los Angeles SMSA Limited Partnership, a California limited partnership d/b/a Verizon Wireless, with an office at c/o Verizon Wireless. 180 Washington Valley Road, Bedminster, New Jersey (hereinafter referred to as "OWNER"), and ATC Sequoia LLC, a Delaware limited liability company, with an office at 10 Presidential Way, Woburn, MA (hereinafter referred to as "MANAGER"). I. OWNER, MANAGER, Verizon Contributors, Verizon Lessors and Sale Site Subsidiaries entered into a Management Agreement ("Management Agreement-) with an effective date of March 27, 2015, for the purpose of MANAGER managing, operating and maintaining the site legally described in Attachment I annexed hereto (the "Site"). All of the foregoing is set forth in the Management Agreement. 2. The term of the Management Agreement as to the Site commences on March 27, 2015 and ends on March 26, 2047, unless earlier terminated in accordance with the Management Agreement. 3. OWNER has granted MANAGER a limited power of attorney (the "Limited Power of Attorney"), to, among other things, prepare, negotiate, execute. deliver, record and/or file documents on behalf of OWNER, all as more particularly described in the Limited Power of Attorney, a copy of which is attached hereto as Attachment 2 and incorporated herein by this reference. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Management Agreement. This Memorandum may be executed in any number of counterparts. each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. The duplicate original copies of the Management Agreement are held at OWNER'S and MANAGER'S addresses set forth above. ATC Site Number:419954 NIL W Site Number:250113 A i IN WITNESS WHEREOF. the Parties have executed this Memorandum of Managed Sites as of the day and year first above written. roWNER: TMANAGER: ATC Sequoia LLC I ATC Sequoia LLC As Attorney in Fact for Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless By Air fouch Cellular, Its General Partner AZ /' By _ By: bilk IP Shawn Lanier Edward P. Maggio, Jr. Title Vice President. Legal, US Tower Title: Senior Counsel, US Tower Date: ' Date: Lkt 4\6 WITNESSES: WITNESSES: i \ By: 0By: n' (Signature) t--\ (Signature) i ) ',.(.‘Ak \-,(1.1, (Print) (Print) By: G6 --- ,--- __ . By: - (Signature (Signature . bnk•kYk T-i; r -1-).‘A 1;ke• (Print) t-A1 (Print) i , — _?- ATC Site Number 419954 V7 WI Site Number:250113 ..- , 4 , . COMMONWEALTH OF MASSACHUSETTS ) ) ss. COUNTY OF MIDDLESEX ) On this .7 of 71.-....., , 20/4, before me, (7 undersigned notary public. personally appeared Shawn Lamer, Vice President, Legal of ATC Sequoia LLC as attorney in fact for Los Angeles SMSA Limited Partnership proved to me through satisfactory evidence of identification, which was personal knowledge, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it as voluntarily for its stated purpose. Dated: 6//42 P74/‘ . Notary P lic LYLE GREENMAN gc . „„..Folui,?=.0ts Iu co,7 Jonuory 8,2021 My commission expires /7 (Use this space for notary stamp/seal) -3- ATC Site Number:419954 VZW Site Number:250113 COMMONWEALTH OF MASSACHUSETTS ) ) ss. COUNTY OF MIDDLESEX On this /y of 2t. before me. ...— the undersigned notary public, personally appeared Edward P. laggio, Jr., Senior Counsel of ATC Sequoia LLC proved to me through satisfactory evidence of identification, which was personal knowledge, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it as voluntarily for its stated purpose. Dated: LYLE GREENMAN Notary P lic comzwilith7scrwrict)12 r,usert Pmrvinct oNmammci ision ex7ires // January 8, 202 'es (Use this space for notary stamp/seal) -4- ATC Site Number:419954 VZ1V Site Number:250113 NIEMORANDUNI OF MANAGED SITES ATTACHMENT 1 LEGAL DESCRIPTION OF LAND The Lease Area is approximately 745 square feet, more or less, located within the following described property: The Premises are located on a portion of that certain real property located in the County of Los Angeles, State of California, being more particularly described as follows: MEMORANDUM OF MANAGED SITES ATTACHMENT 2 LIMITED POWER OF ATTORNEY [Limited Power of Attorney to follow.' ATC Site Number:419954 VZW Site Number:250113 LIMITED POWER OF ATTORNEY March 27, 2015 KNOW ALL PERSONS BY THESE PRESENTS THAT each of the Persons identified on Schedule A attached hereto as a Verizon Company (collectively, the "Companies" and each, a "Company"), does hereby grant ATC Sequoia LLC, a Delaware limited liability company ("Tower Operator"), this Limited Power of Attorney and does hereby make, constitute and appoint Tower Operator, acting through any of its designated officers and agents, as its true and lawful attorney-in-fact, for it and in its name, place and stead (i) to prepare, review, negotiate, execute, purchase, take assignment of, deliver, record, and/or file: • any waiver, amendment, extension or renewal of and/or to any Ground Lease, any new Ground Lease, any non-disturbance agreement and any other agreement reasonably required to effectuate the extension of the term of possession of any Ground Lease (which may include adding or modifying other terms and provisions of such agreements that `Power Operator, in its reasonable business judgment, determines are desirable or necessary) or any other document relating to or evidencing any Ground Lease or new Ground Lease required for Tower Operator's operation of a Site, that(A) Tower Operator determines in good faith is on commercially reasonable terms, (B) is of a nature and on terms to which Tower Operator would agree (in light of the circumstances and conditions that exist at such time) in the normal course of business if it were the direct lessee under the related Ground Lease rather than a sublessee thereof pursuant to this Agreement, and (C) does not reduce the rights of any Company or Affiliate thereof with respect to the Site or its use of the Site or impose additional obligations on any Company or Affiliate thereof; • any waiver, amendment, modification, extension or renewal of any Collocation Agreement, any new site supplement or site sublease or any other document relating to any Collocation Agreement; or • any other document contemplated and permitted by the Master Prepaid Lease or the Management Agreement or necessary to give effect to the intent of the Master Prepaid Lease or the Management Agreement or the transactions contemplated by the Master Prepaid Lease, the Management Agreement or the other Transaction Documents referred to in the Master Prepaid Lease. (ii) to prepare, negotiate, execute, deliver and/or submit any applications or requests for Governmental Approvals, including, without limitation with respect to Zoning Laws, related to operating the site or to support the needs of a Tower Subtenant. All parties dealing with Tower Operator, in its capacity as attorney-in-fact hereunder, in connection with the undersigned parties' affairs as described herein, may fully rely upon the power and authority of Tower Operator, in its capacity as attorney-in-fact hereunder, to act for EAS1\97665964.I the undersigned and on the undersigned parties' behalf and in the undersigned parties' names, and may accept and rely upon the documents and agreements entered into, executed, sent, delivered, recorded, and/or filed by Tower Operator, in its capacity as attorney-in-fact hereunder. For purposes of this Limited Power of Attorney, the following capitalized terms shall have the following meanings: "Available Space" means, as to any wireless communications site, the portion of the communications towers or other support structures on the wireless communications sites from time to time and the tracts, pieces or parcels of land constituting such wireless communications site, together with all easements, rights of way and other rights appurtenant thereto not constituting certain space occupied by the Companies that is available for lease to or collocation by any Tower Subtenant and all rights appurtenant to such portion, space or area. "Collocation Agreement" shall mean an agreement, including master leases, between any Company or Tower Operator, on the one hand, and a third party, on the other hand, pursuant to which such Company or Tower Operator, as applicable, rents or licenses to such third party space at any wireless communications site (including space on a communications tower), including all amendments, modifications, supplements, assignments, guaranties, side letters and other documents related thereto. "Governmental Approvals" means all licenses, permits, franchises, certifications, waivers, variances, registrations, consents, approvals, qualifications, determinations and other authorizations to, from or with any Governmental Authority. "Governmental Authority" means, with respect to the Companies or any wireless communications site, any foreign, domestic, federal, territorial, state, tribal or local governmental authority, administrative body, quasi-governmental authority, court, government or self-regulatory organization, commission, board, administrative hearing body, arbitration panel, tribunal or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing, in each case having jurisdiction over the Companies or any in any wireless communications site. "Ground Lease" shall mean the ground lease, sublease, easement, license or other agreement or document pursuant to which any Company holds a leasehold or subleasehold interest, leasehold or subleasehold estate, easement, license, sublicense or other interest in any wireless communications site, together with any extensions of the term thereof(whether by exercise of any right or option contained therein or by execution of a new ground lease or other instrument providing for the use of such wireless communications site), and including all amendments, modifications, supplements, assignments, guarantees, side letters and other documents related thereto. "Law" means any federal, state or local law, statute, common law, rule, code, regulation, ordinance or administrative,judicial, or regulatory injunction, order, decree,judgment, sanction, award or writ of any nature of,or issued by, any Governmental Authority. EAS7\97665964.1 -2- "Management Agreement" shall mean the Management Agreement dated as of March 27, 2015, among Tower Operator, the Companies party thereto and the other parties thereto. "Master Prepaid Lease" shall mean the Master Prepaid Lease dated as of March 27, 2015, among the Companies party thereto, Verizon Communications Inc., a Delaware corporation, as guarantor, and Tower Operator and the other parties thereto. "Tower Subtenant" means, as to any wireless communications site, any individual, corporation, limited liability company, partnership, association, trust or any other entity or organization (other than the Companies) that (i) is a "sublessee", "licensee" or "sublicensee" under any Collocation Agreement affecting the right to use the Available Space at such wireless communications site (prior to the effective date of the Master Prepaid Lease); or (ii) subleases, licenses, sublicenses or otherwise acquires from Tower Operator the right to use Available Space at such wireless communications site (from and after the effective date of the Master Prepaid Lease). "Transaction Documents" means, Memorandum of Agreements, the Master Agreement, the Master Lease Agreement, the Sale Site MLA, the Collateral Agreements and all other documents to be executed by -the parties in connection with the consummation of transactions contemplated by the Master Agreement, the Master Lease Agreement, the Sale Site MLA and this Agreement. "Zoning Laws" means any zoning, land use or similar Laws, including Laws relating to the use or occupancy of any communications towers or property, building codes, development orders, zoning ordinances, historic preservation laws and land use regulations. Tower Operator hereby agrees to use this Limited Power of Attorney in accordance with and subject to the terms and conditions of the Master Prepaid Lease and the Management Agreement, acknowledges that this Limited Power of Attorney only applies to those wireless communications sites subject to such agreements, agrees that this Limited Power of Attorney is subject to the indemnification provisions of Section 4(b)(v) of the Master Prepaid Lease, and understands and agrees that this Limited Power of Attorney may be revoked and terminated in accordance with Sections 4(b)(iv), 5(d) or 6(c) of the Master Prepaid Lease. The parties acknowledge and agree that, unless earlier revoked and terminated in accordance with such provisions of the Master Prepaid Lease, this Limited Power of Attorney with respect to any particular site shall expire at the end of the term for the applicable wireless communications site as set forth in Section 9(a) of the Master Prepaid Lease. Each of the Companies hereby acknowledges and agrees that Tower Operator may derive benefit, either directly or indirectly, tangible or intangible, or for full or nominal consideration, from or in connection with the amendments and the closing of the same and hereby expressly agrees that nothing contained in this Limited Power of Attorney instrument shall prohibit or be construed or deemed to prohibit the derivation of such benefit by Tower Operator. EAST\97665964.1 -3- This Limited Power of Attorney may not be used by Tower Operator to execute on behalf of any Company any of the following: • any document that provides for the acquisition of a fee simple interest in real property or the purchase of assets by Tower Operator in the name of such Company or any of its affiliates; • any document that provides for the incurrence of indebtedness for borrowed money in the name of, of any guarantee by, such Company or any of its affiliates, or purports to grant any mortgage, pledge or other security interest on the interest of such Company or any of its affiliates; • any document that is between or among Tower Operator or any of its affiliates, on the one hand, and such Company or any of its affiliates, on the other hand; provided that powers of attorney used for recording, in each County and State, all memoranda of lease, sublease and management agreements contemplated by the Master Prepaid Lease or any other Transaction Document referred to in the Master Prepaid Lease shall be excluded from this exception; • any document that would permit a party to (i) interfere with any Company's or any Company's affiliates' operations or communications equipment at a Site or (ii) interfere with or cause a cessation of any Company's or any Company's affiliates' services at a Site; • any document the execution or entering in of which is not expressly authorized by the terms of this Limited Power of Attorney; or • any document that settles or compromises any dispute unrelated to a Ground Lease or any dispute between Tower Operator and any Company or its affiliates related to a Ground Lease. Each of the Companies and Tower Operator hereby acknowledge and agree that this Limited Power of Attorney may be executed in several counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, even though Companies and Tower Operator are not signatories to the original or the same counterpart. Companies and Tower Operator agree that a photocopy or otherwise electronically reproduction of this Limited Power of Attorney may be relied upon by a third party as an original. [Signature Page Follows] EASn97665964.1 -4- IN WITNESS WHEREOeach party has caused its name to be subscribed hereto by its duly authorized officer this i1 day o c &. , 2015. WITNESSES: COMPANIES: • ON BEHALF OF EACH OF THE COMPANIES LISTED ON SCHE9 LE A By: ( (Itt.44L • Name: Michael Haberman C-fit ` . 6 ( )A - Title: Authorized Signatory Name: (A.P CSC A T-1-)DL) STATE OF NEW JERSEY ) ) ss.: COUNTY OF SOMERSET ) Be it remembered that on the Dill day of AT-;i , 2015, before me, the undersigned Notary Public, personally appeared Michael Haberman personally known to me (or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument) and this person acknowledged under oath, to my satisfaction that: (a) he is the Authorized Signatory of the entities named as Companies in the attached instrument, as set forth on Schedule A to said instrument; (b) he is authorized to execute the attached instrument on behalf of the Companies; (c) he executed the attached instrument on behalf of and as the act of the Companies; and (d) the attached instrument was signed and made by the Companies as each of their duly authorized and voluntary act. Witness my hand and official seal. 4/? — - � __ NO •S' [NOTARIAL SEAL} LUANNE DE ROSE NOTARY PUBLIC OF NEW JERSEY My Commission Expires: My Commiccion Aires 4/12/2016 [Signature Page to Power of Attorney] EAS1197665964.1 IN WITNESS WHEREOF, each party has caused its name to he subscribed hereto by its duly authorized officer this play of A Pk 2015. WITNESSES: TOWER OPERATOR: By: ----4:2-----:--u., / Name: Xri\---A V (Z-,,,, Name: Edmund DiSanto Title: Executive Vice President, General Counsel & , 0 L,..,, Chief Administrative Officer ( es, ,0 N a f ti e: p-a chef m urffg4_ J COMMONWEALTH OF MASSACHUSETTS ) ) ss.: COUNTY OF SUFFOLK ) I Be it remembered that on the ,:.-)J- day of_a4216-41 , 2015, before me, the undersigned Notary Public, personally appeared Edmund DiSanto, personally known to me (or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and this person acknowledged under oath, to my satisfaction that: (a) he is the Executive Vice President, General Counsel & Chief Administrative Officer of the entity authorized to sign on behalf of the entity named as Tower Operator in the attached instrument; (b) he is authorized to execute the attached instrument on behalf of the 'lower Operator; (c) he executed the attached instrument on behalf of and as the act of the Tower Operator; and (d) the attached instrument was signed and made by Tower Operator a duly authorized and voluntary act. Witness my hand and official seal. 0ot), ary (NOTARIAL SEAL) A.,.....444MAAAAA4AAAAAWA4144 ' \\CHRISTINE M. BRENNAN 1` '' , .',..',:.; ,) Notm Public Commonwilth of MT,'sachuselts My CNnmisrion Expires July 10,2020 ,,,,,,v.vvvvv....y.,,,,,,,,,,.........,,,, My Commission Expires: [Signature Page to Power of Attorneu] FAS11976,65964.1 Schedule A COMPANIES Allentown SMSA Limited Partnership Alltel Central Arkansas Cellular Limited Partnership Alltel Communications of Arkansas RSA #12 Cellular Limited Partnership Alltel Communications of LaCrosse Limited Partnership Alltel Communications of Mississippi RSA #2, Inc. Alltel Communications of North Carolina Limited Partnership Alltel Communications of Nebraska LLC Alltel Communications of Saginaw MSA Limited Partnership Alltel Communications Southwest Holdings, Inc. Alltel Communications Wireless of Louisiana, Inc. Alltel Communications Wireless, Inc. Alltel Communications, LLC Alltel Northern Arkansas RSA Limited Partnership Anderson CellTelCo Athens Cellular, Inc. Bell Atlantic Mobile of Massachusetts Corporation, Ltd. Bell Atlantic Mobile of Rochester, L.P. Binghamton MSA Limited Partnership Bismarck MSA Limited Partnership California RSA No. 4 Limited Partnership California RSA No. 3 Limited Partnership Cellco Partnership Cellular Inc. Network Corporation Charleston-North Charleston MSA Limited Partnership Chicago SMSA Limited Partnership Colorado 7-Saguache Limited Partnership Colorado RSA No. 3 Limited Partnership Dallas MTA, L.P. Danville Cellular Telephone Company Limited Partnership Dubuque MSA Limited Partnership Duluth MSA Limited Partnership EAST\97665064.I Fayetteville MSA Limited Partnership Fresno MSA Limited Partnership Gadsden CellTelCo Partnership Gila River Cellular General Partnership Gold Creek Cellular of Montana Limited Partnership GTE Mobilnet of California Limited Partnership GTE Mobilnet of Fort Wayne Limited Partnership GTE Mobilnet of Indiana Limited Partnership GTE Mobilnet of Indiana RSA #3 Limited Partnership GTE Mobilnet of Santa Barbara Limited Partnership GTE Mobilnet of South Texas Limited Partnership GTE Mobilnet of Terre Haute Limited Partnership GTE Mobilnet of Texas RSA #I7 Limited Partnership GTE Wireless of the Midwest Incorporated GTE Mobilnet of Florence, Alabama Incorporated Idaho 6-Clark Limited Partnership Idaho RSA No. 2 Limited Partnership Idaho RSA 3 Limited Partnership Illinois RSA 1 Limited Partnership Illinois RSA 6 and 7 Limited Partnership Illinois SMSA Limited Partnership Indiana RSA 2 Limited Partnership Iowa 8-Monona Limited Partnership Iowa RSA No. 4 Limited Partnership Iowa RSA 5 Limited Partnership Jackson Cellular Telephone Co., Inc. Kentucky RSA No. 1 Partnership Lafayette Cellular Telephone Company Los Angeles SMSA Limited Partnership Michigan RSA #9 Limited Partnership Missouri RSA#15 Limited Partnership Missouri RSA 2 Limited Partnership Missouri RSA 4 Limited Partnership Mocloc RSA Limited Partnership Muskegon Cellular Partnership North Central RSA 2 of North Dakota Limited Partnership EAST\97665964.1 New Hampshire RSA 2 Partnership New Mexico RSA 3 Limited Partnership New Mexico RSA No. 5 Limited Partnership New Mexico RSA 6-I Partnership New Par New York RSA No. 3 Cellular Partnership New York SMSA Limited Partnership North Dakota RSA No. 3 Limited Partnership North Dakota 5-Kidder Limited Partnership Northeast Pennsylvania SMSA Limited Partnership Northern New Mexico Limited Partnership Northwest Arkansas RSA Limited Partnership Northwest Dakota Cellular of North Dakota Limited Partnership NYNEX Mobile Limited Partnership 1 NYNEX Mobile Limited Partnership 2 NYNEX Mobile of New York, L.P. Oklahoma RSA No. 4 South Partnership Omaha Cellular Telephone Company Orange County-Poughkeepsie Limited Partnership Pascagoula Cellular Partnership Pennsylvania RSA 1 Limited Partnership Pennsylvania 3 Sector 2 Limited Partnership Pennsylvania 4 Sector 2 Limited Partnership Pennsylvania RSA No. 6 (I) Limited Partnership Pennsylvania RSA No. 6 (II) Limited Partnership Petersburg Cellular Partnership Pittsburgh SMSA Limited Partnership Pittsfield Cellular Telephone Company Portland Cellular Partnership Redding MSA Limited Partnership Rockford MSA Limited Partnership RSA 7 Limited Partnership Rural Cellular Corporation Sacramento-Valley Limited Partnership San Antonio MTA, L.P. San Isabel Cellular of Colorado Limited Partnership Seattle SMSA Limited Partnership Sioux City MSA Limited Partnership Southern Indiana RSA Limited Partnership Southwestco Wireless, L.P. EAS1197665964.I • Springfield Cellular Telephone Company St.Joseph CeliTelCo Syracuse SMSA Limited Partnership Texas RSA 782 Limited Partnership Texas RSA #11B Limited Partnership Topeka Cellular Telephone Company, Inc. Tuscaloosa Cellular Partnership Tyler/Longview/Marshall MSA Limited Partnership Upstate Cellular Network Verizon Wireless (VAW) LLC Verizon Wireless of the East LP Vermont RSA Limited Partnership Virginia 10 RSA Limited Partnership Virginia RSA 2 Limited Partnership Virginia RSA 5 Limited Partnership Verizon Wireless Personal Communications LP Verizon Wireless Tennessee Partnership Wasatch Utah RSA No. 2 Limited Partnership Waterloo MSA Limited Partnership Wisconsin RSA #1 Limited Partnership Wisconsin RSA #2 Partnership Wisconsin RSA#6 Partnership, LLP Wisconsin RSA No. 8 Limited Partnership WWC Texas RSA LLC Wyoming 1-Park Limited Partnership EAST197665964.1