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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
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By _ By: bilk
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Shawn Lanier Edward P. Maggio, Jr.
Title Vice President. Legal, US Tower Title: Senior Counsel, US Tower
Date: ' Date: Lkt 4\6
WITNESSES: WITNESSES:
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ATC Site Number 419954
V7 WI Site Number:250113
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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
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Jonuory 8,2021 My commission expires /7
(Use this space for notary stamp/seal)
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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