Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
C-2273
VR P, C4 F W" S -I �iobt e U, P Inc. 12,920 JE-1 31,8 l ctl`det LieHevta= DIVA 98006 City of Arcadia - Public Works Services Department 11800 Goldring Road PO Box 60021 Arcadia, CA 91066 -6021 October 11, 2012 T- Mobile Site ID: IE05407E SENT BY CERTIFIED MAIL Re: The lease for the premises located at or about 375 Campus Drive, Arcadia, CA 91066 (the "Lease "), and the transfer of the Lease to T- Mobile Tower West LLC Dear Landlord: On September 28, 2012, T- Mobile USA, Inc., ( "T- Mobile ") entered into a Master Agreement ( "Master Agreement ") with Crown Castle International Corp., ( "Crown ") regarding Crown's management and operation of the T- Mobile tower portfolio, which your site is a part of T- Mobile expects this transaction with Crown to close approximately at the end of November, 2012. Pursuant to the terms of the Master Agreement, T- Mobile will, at Closing, transfer the Lease to T- .Mobile Tower West LLC. T- Mobile Tower West LLC will grant Crown the right to manage and operate the site at the above premises by entering into a master lease (basically a sublease). T- Mobile Tower West LLC will remain the owner of the rights, title and interest in and to this site. Additionally, T- Mobile will continue to maintain its communications facilities on the site. This letter asks that you please confirm your consent to the master lease with Crown, as it relates to this Lease, by signing this letter and rePuming it in the enclosed self - addressed envelope. T- Mobile /Crown will then send you a follow -up letter with further details around the time of Closing. Thank you for your prompt attention to this matter. If you have any questions about this request, please e -mail us at propertymanagement @t- mobile.com. Sincerely, Allan Tantillo Director, Titan Towers CONCUR: 13v : C `�'C_ 71 Tom Tait Public Works Services Director PG70589 Dates October 'C; 2012 Acknowledged and Consented: Authorize Signatory Print Name: Dominic Lazzaretto City Manager Date: @ `, to 7 2.6 E- T • •Mobiles July 26, 2012 City of Arcadia 11800 Goldring Rd. Arcadia, CA 91006 Attn: Public Works Service Department c--*� �yq iro0_'S�-o 3257 E. Guasti Rd. Ontario, CA 91761 Theodoi-e.Tsagris2 @t- mobile.com Re: T- Mobile Site #: IE04866C Site Address: 1153 De Anza Place, Arcadia, CA 91007 Consent Request and Acknowledgement for Antenna Facilities Modification Dear Sir or Madam: T- Mobile West Corporation, as successor in interest to Omnipoint Communications Inc., a Delaware corporation, a subsidiary of T- Mobile USA, Inc, a Delaware corporation ( "T- Mobile ") and City of Arcadia ( "Landlord "), are parties to a Communications Site Lease Agreement dated May 90', 2006 (the "LEASE ") for a site located at 1153 De Anza Place, Arcadia, CA, upon which T- Mobile operates wireless antenna facilities. Pursuant to the Lease, T- Mobile can modify or upgrade its facilities at any time during the term of the Lease after obtaining Landlord's approval. T- Mobile needs to replace and /or upgrade its facilities by installing the equipment described in the attached Exhibit 1. All equipment will be installed within the existing premises. Access to the premises and installation of all equipment shall be subject to the terms and conditions of the Lease and any amendments thereto, and installation of all equipment shall conform with the Lease's Schematic unless a new Schematic is separately approved by the City of Arcadia. This consent request shall in no way be construed as modifying or amending the existing Lease except to the extent that the City of Arcadia hereby simply assents to the installation of the equipment described in the attached Exhibit 1. The Lease shall remain in full force and effect with respect to all access to the premises and all equipment installed pursuant to this consent request, and for all other purposes. To confirm your approval of the modifications described in this letter, please sign and date the following acknowledgement on both copies of this letter, keep one copy for your records and return the other signed letter to T- Mobile in the enclosed envelope. For your convenience, if you choose not to respond to this request within thirty (30) calendar days, T- Mobile will deem consent to be granted. If you have any questions, please contact Sydney Jaimes at 714- 729 -8404 or sjaimes @core.us.com. Thank you for your cooperation and attention to this matter. Sincerel , Sydney Jaimes, Core De lopment Services On behalf of T- Mobile West Corporation Acknowledged, Accepted and Agreed: Landlord: Citv of Arcadia By:' '--- --�r�+ Name: Dominic Lazzaretto Title: Citv Manager Date: Julv 31, 2012 IE04866C APPROVED AS TO FORM: 0. 4aa- SteT)he'n P.,Deitsch Citv Attornev Citv of Arcadia EXHIBIT 1 DESCRIPTION OF T- MOBILE SCOPE OF WORK Proposed T- Mobile scope of work: 1. Replace antennas 2. Install hybrid cables 3. Replace tower mounted amplifiers IE04866C ORIGINAL CITY OF ARCADIA COMMUNICATIONS SITE LEASE AGREEMENT WITH OMNIPOINT COMMUNICATIONS, INC. 1. PARTIES AND DATE. This Communications Site Lease Agreement ( "Agreement") is made and entered into this qfh day of NIG�y , 200 6 ( "Effective Date ") by and between the City of Arcadia (hereinafter referred to as "City"), a municipal corporation, and Omnipoint Communications, Inc., (hereinafter referred to as "Lessee "), a Delaware corporation, a subsidiary of T- Mobile USA, Inc., a Delaware corporation. The City and Lessee are sometimes collectively referred to herein as the "Parties." 2. RECITALS. 2.1 Description of Leased Land. The City is the owner of a piece of land generally located at 1153 De Anza Place, County of Los Angeles, identified as APN: 5777- 005 -900 ( "City's Property"). City would like to allow the Lessee to use and the Lessee would like to use approximately four hundred ninety-six (496) square feet of the City's Property for its equipment shelter, monopine, and antennas, as well as all necessary space and easements for access and utilities as more particularly depicted on Exhibit "A" attached hereto and incorporated herein by reference ( "Leased Area ") for radios /antennas and associated equipment, fixtures, and cabling (collectively "Communications Equipment "). City desires to allow the Lessee to use the Leased Area and Lessee desires to use the Leased Area for the purpose of installing, removing, replacing, modifying, maintaining, and operating a communications facility using Lessee's Communications Equipment in exchange for due and adequate consideration, the receipt and sufficiency of which are acknowledged by the Parties and further described and set forth in this Agreement. 2.2 Access. In addition, during the Term, as defined herein, Lessee shall have a nonexclusive, twenty-four (24) hours a day, seven (7) days a week, right of access, ingress, and egress ( "Right of Access ") over the City's Property to install, operate, maintain and remove the Lessee's Facilities, as defined below. In the event Lessee's Facilities fail to operate, Lessee may have immediate access to the Leased Area, provided such access does not disrupt City activities. The Right of Access will be located in those portions of the City's Property that are specifically designed for access, ingress, and egress to the Leased Area. 3. TERMS. 3.1 Leased Area. City hereby grants Lessee a license on and over the Leased Area, on the terms hereinafter set forth, for the purpose of constructing and operating the Lessee's Facilities, as defined below, to provide mobile /wireless communications services only to Lessee's customers and no other communication services or other technology support. 3.2 Term. The term ( "Term ") of this Agreement shall be for sixty (60) calendar months commencing upon the earlier of (a) March 1, 2007, or the date Lessee commences construction of Lessee's Facilities (the "Commencement Date ") and expiring on the date that is RVPUB\EKIM \708152.1 'r • • sixty (60) calendar months later. This Agreement may be terminated in accordance with the provisions of Section 3.10 herein. 3.3. Option to Renew. Provided Lessee is not in default under any of the terms of this Agreement, Lessee shall have the option to renew this Agreement on the terms and conditions herein contained for five (5) additional five (5) year periods, which renewal shall be deemed to be automatically exercised by Lessee unless Lessee provides written notice to City of Lessee's intent not to do so at least ninety (90) days prior to the expiration of the preceding term. If Lessee exercises the option to renew the Agreement, the Agreement shall be renewed for the additional term. The consideration payable for the additional 5 -year periods shall be in accordance with the provisions of Section 3.7 herein. 3.4 Facilities; Utilities; Access. 3.4.1 Subject to the provisions of Sections 2.2, 3.10.3 and 3.11 of this Agreement, Lessee has the right to erect, maintain and operate on the Leased Area radio transmitting and receiving antennas, microwave dishes, tower and base, equipment shelters and/or cabinets and related cables and utility lines and a location based system, including, without limitation, antenna(s), coaxial cable, base units, location based systems, all ancillary wiring, cabling, mounting hardware and associated equipment (collectively, "Lessee's Facilities "). The Lessee Facilities shall be used to provide mobile /wireless communications services, and for no other purposes. A schematic of the Lessee's Facilities ( "Schematic ") is attached as Exhibit "A" hereto and incorporated herein by reference. Lessee shall not deviate from the approved Schematic without the prior written approval of City, which approval shall not be unreasonably withheld, conditioned, or delayed. Provided all work shall comply with the Schematic, Lessee has the right to install and operate the Lessee's Facilities on the Leased Area. All of Lessee's construction and installation work shall be performed at Lessee's sole cost and expense. Lessee agrees to obtain all permits and to furnish and transport all necessary labor, materials, tools, implements, and appliances required to install and finish completely in a good and workmanlike manner, to the reasonable satisfaction and approval of City, free of any and all liens and claims of laborers, materialmen, suppliers, and subcontractors, and in conformity with the Schematic and all applicable state, county, and municipal laws, codes, and regulations, the Lessee's Facilities. Title to the Lessee's Facilities shall be held by Lessee. Lessee's Facilities shall remain Lessee's personal property and are not fixtures. Lessee shall remove to a depth of at least one foot (1') below grade all of Lessee's Facilities at Lessee's sole expense within sixty (60) days of the expiration or earlier termination of the Agreement, and shall repair any damage to the City's Property or Leased Area caused by such removal. Lessee shall restore the City's Property and Leased Area to their original condition, reasonable wear and tear excepted as discussed in Paragraph 3.10.4. If Lessee shall not restore the City's Property and Leased Area, City may proceed with such work, at Lessee's sole cost and expense, and assume title and ownership to the Lessee's Facilities. 3.4.2 Lessee shall pay for any utilities and services required for the Communication Equipment. City shall provide Lessee, at Lessee's cost, with such reasonable assistance as is necessary to enable Lessee to arrange for such utilities and services. City hereby RVPUB\EKIW708152. 1 2 grants Lessee an easement in, under and across the City's Property adequate to install and maintain utilities, which include, but are not limited to, the installation of power and telephone service cable. 3.4.3 Lessee shall have the right to install a location based system at the Leased Area as may be required by any county, state or federal agency / department to comply with the Enhanced 911 requirements (E911). 3.5 Use. Lessee's use of the Leased Area shall comply with all applicable laws, ordinances and regulations. City may license other communication users on the City's Property, provided such other users do not interfere with Lessee's use. Lessee shall not interfere with the communications operations of any other persons of entities who may have a lease or other entitlement with City for the City's Property which pre -dates this Agreement. 3.6 Consideration. As consideration for the issuance of this Agreement, Lessee shall pay to the City an amount equal to One Hundred Twenty Thousand Dollars ($120,000) for the Term of this Agreement, payable in monthly installments of Two Thousand Dollars ($2,000.00) each (the "Monthly Payments "). The first Monthly Payment shall by paid within fifteen (15) business days following the Commencement Date of this Agreement, prorated as appropriate for a partial month. Subsequent Monthly Payments shall be payable on or before the fifth (5th) day of each calendar month. If this Agreement is terminated at any time other than the last day of a month, Rent shall be prorated as of the date of termination. 3.7 Future Consideration. At the commencement of each Renewal Term, the consideration shall be increased by an amount equal to fifteen percent (15 %) of the consideration in effect for the previous Term. 3.8 Payments. All payments shall be made payable to: City of Arcadia, 11800 Goldring Road P.O. Box 60021 Arcadia, California 91066 -6021, Attn: Public Works Services Department. 3.9 Late Payment Charges. Lessee hereby acknowledges that late payment by Lessee to City of consideration and other sums due hereunder will cause City to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, if any installment of consideration or any other sum due from Lessee shall not be received by City within twenty (20) days after receipt of written notice that such amount was not received when due, Lessee shall pay to City a late charge equal to ten percent (10 %) of such overdue amount, as well as interest on the outstanding amount which shall accrue at the rate of ten percent (10 %) per annum. In no event shall the late charge exceed the maximum allowable by law. Acceptance of such late charge by City shall in no event constitute a waiver of Lessee's default with respect to such overdue amount and shall not prevent City from exercising any of the other rights and remedies granted hereunder. 3.10 Termination. 3.10.1 Termination By Lessee. This Agreement may be terminated at any time by Lessee: (a) upon thirty (30) days prior written notice if the Leased Area or Lessee's Facilities RVPUBIEKIW708152. 1 3 are, or become unacceptable under Lessee's design or engineering specifications for Lessee's Facilities or the communications system to which Lessee's Facilities belong; (b) immediately if Lessee notifies City of unacceptable results of any title report, environmental or soil tests prior to Lessee's installation of Lessee's Facilities on the Leased Area, or if Lessee is unable to obtain, maintain, or otherwise forfeits or cancels any license (including, without limitation, an FCC license), permit or any Governmental Approval necessary to the installation and/or operation of Lessee's Facilities or Lessee's business; (c) immediately upon written notice by Lessee if the Leased Area or Lessee's Facilities are destroyed or damaged so as in Lessee's reasonable judgment to substantially and adversely affect the effective use of Lessee's Facilities. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction, and Lessee shall be entitled to the reimbursement of any consideration prepaid by Lessee, except to the extent such damage was caused by the negligence or willful misconduct of Lessee, Lessee's partners, affiliates, agents, officials, officers or employees. If this Agreement is not terminated, then Rent shall abate in proportion to the extent Tenant is unable to use the Leased Area; (d) at the time title to City's Property transfers to a condemning authority, pursuant to a taking of all or a portion of City's Property sufficient in Lessee's determination to render the Leased Area unsuitable for Lessee's use. City and Lessee shall each be entitled to pursue their own separate awards with respect to such taking. Sale of all or part of City's Property to a purchaser with the power of eminent domain in the face of the exercise of the power shall be treated as a taking by condemnation; or (e) upon thirty (30) days prior written notice by Lessee if Lessee determines that the Leased Area or Lessee's Facilities are inappropriate or unnecessary for Lessee's operations due to economic reasons. Notice is to be deemed given upon the mailing thereof, postage prepaid, to the City at City's address set forth below. 3.10.2 Termination By Lessee Or City For Cause. Violation of any term, covenant, condition or provision contained herein by either party shall be cause for immediate termination of this Agreement by the other party, unless corrected within thirty (30) days after the other party's receipt of written request to do so. Late payment not cured within twenty (20) days after receipt of written notice is cause for immediate termination at the sole discretion of City. 3.10.3 Removal of Improvements. All structures and/or other improvements placed on the City's Property by Lessee shall be the personal property of Lessee and shall be removed by Lessee to a depth of at least one foot (1') below grade from City's Property within sixty (60) days of the last day of the Term. City may keep, or dispose of, at Lessee's expense, any real or personal property not so removed. In the event of termination by either party, improvements shall be removed within sixty (60) days of the date of written notice of termination. City shall be the sole owner of improvements remaining on the City's Property after said sixty (60) days. 3.10.4 Vacating the City's Property. Within sixty (60) days of the expiration of the term or at any sooner termination of this Agreement, Lessee shall quit and surrender possession of the City's Property and its appurtenances to City in as good order and condition as the City's Property was delivered to Lessee, reasonable wear and tear and damage excepted. Lessee agrees to pay reasonable clean -up costs incurred by City. RVPUB\BKIM \708152. 1 4 3.11 Interference. 3.11.1 Lessee shall operate Lessee's Facilities in a manner that will not cause interference to City or City's use of the City's Property, as well as to other licensees or licensees of the City's Property, provided that the installations of such licensees or licensees predate that of Lessee's Facilities. Except as reasonably agreed to by City, Lessee shall not perform or have performed any tests, construction, installation, operation, maintenance or repair activities on the City's Property or Leased Area which will likely interfere with City's quiet enjoyment of the City's Property outside of the Leased Area. All operations by Lessee shall be in compliance with all Federal Communications Commission's ( "FCC ") requirements, as well as other applicable Federal, State and local laws, rules and regulations. In the event interference occurs, Lessee agrees to take all reasonable steps necessary to eliminate such interference promptly. If Lessee cannot eliminate such interference, City shall have the right to terminate this Agreement pursuant to Section 3.10.2. Similarly, City shall not use, nor shall City permit its lessees, licensees, employees, invitees or agents to use, any portion of City's Property in any way which interferes with the operations of Lessee. Such interference shall be deemed a material breach by the interfering party, who shall upon written notice from the other, be responsible for terminating said interference. In the event any such interference does not cease promptly, the injured party shall have the right to terminate this Agreement pursuant to Section 3.10.2 or to seek an injunction against any such interference. 3.11.2 Lessee acknowledges that this Agreement is subject and subordinate to the prior and future rights of City to use the City's Property, excluding the Leased Area, in the exercise of City's powers and in the performance of City's duties. There is reserved to City the right to construct or reconstruct facilities and appurtenances in, upon, over, under, across and along the City's Property, and in connection therewith, the right to grant or convey to others rights and interest to the City's Property; provided such rights and interests do not cause unreasonable interference with Lessee's operations. 3.12 Maintenance. Lessee shall, at Lessee's sole cost and expense, keep the Leased Area in good and proper condition in compliance with all applicable laws and regulations concerning the use of the Leased Area. All improvements shall be maintained in good and workable order and good appearance, in accordance with City's written direction which may be provided from time to time, including but not limited to, painting and screening. In addition, Lessee shall make any repairs to the City's Property caused by or incident to Lessee's use of the Leased Area or implementation of this Agreement. 3.13 Hazardous Substances. 3.13.1 For purposes of this Agreement, the term "Hazardous Substances" means: (a) any substance, product, waste, or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 United States Code Section 9601 et seq.; the Resources Conservation and Recovery Act, 42 United States Code Section 6901 et seq.; the Hazardous Materials Transportation Conservation and Recovery Act, 42 United States Code RVPUBIEKIMg08152. 1 5 • • Section 1801 et seq.; the Clean Water Act, 33 United States Code Section 1251 et seq.; the Toxic Substances Control Act, 15 United States Code Section 2601 et seq.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100 et seq.; the Hazardous Substance Account Act, Health and Safety Code Section 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280 et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.; California Health and Safety Code Section 25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the California Porter - Cologne Water Quality Control Act, Water Code Section 13000 et seq., all as amended (the above cited California state statutes are hereinafter collectively referred to as "the State Toxic Substances Law "); or any other federal, state, or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance, now or at any time hereinafter in effect; (b) any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory based on negligence, trespass, intentional tort, nuisance or strict liability or under any reported decisions of a state or federal court; (c) petroleum or crude oil; and (d) asbestos. 3.13.2 Except as otherwise stated in this Agreement, City makes no warranty or representation whatsoever concerning the City's Property, including without limitation, the condition, fitness or utility for any purpose thereof, of any improvements thereto with applicable laws, ordinances or governmental regulations. Lessee's right to use the City's Property is strictly on an "as is" basis with all faults. City hereby disclaims all other warranties whatsoever, express or implied, the condition of City's Property, the improvements thereon, soil (or water), geology, and any warranty of merchantability or habitability or fitness for a particular purpose. 3.13.3 Except as otherwise specifically permitted under the terms of this Agreement, Lessee shall not use, create, generate, store, dispose of or allow any Hazardous Substances on, under, about of within the City's Property or Leased Area in violation of any federal, state, or local law, rule, regulation, order, decree or other requirement listed in subsection 3.13.1. 3.13.4 In no case shall Lessee cause or allow the deposit or disposal of any such Hazardous Substances on, under, about or within the City's Property or Leased Area. 3.13.5 City and City's officers, officials, employees, consultants, attorneys, contractors and agents shall at all times have the right to go upon and inspect the City's Property and the operations conducted thereon to assure compliance with the requirements herein stated, provided such inspection does not interfere with Lessee's operations. This inspection may include taking samples for chemical analysis of substances and materials present and/or testing soils on the City's Property and taking photographs. 3.13.6 Lessee shall, within a reasonable time, either prior to the release by Lessee, or following the discovery by Lessee, of the presence of or believed presence of a Hazardous Substance as defined herein, give written notice to City in the event that Lessee knows or has reasonable cause to believe that any release of Hazardous Substance has come or RVPUB\EKIM \708152. 1 6 • • will come to be located on, under, about or within the City's Property. The failure to disclose in a timely manner the release of a Hazardous Substance, including but not limited to, an amount which is required to be reported to a state or local agency pursuant to law (e.g., California's Hazardous Materials Storage and Emergency Response Act, Health and Safety Code Section 25550 et seq.) may subject Lessee to a default under this Agreement in addition to actual damages and other remedies provided by law. Lessee shall immediately clean up and completely remove all Hazardous Substances placed by Lessee on, under, about or within the City's Property, in a manner that is in all respects safe and in accordance with all applicable laws, rules, regulations. 3.13.7 In the event Hazardous Substances are discovered, Lessee shall disclose to City the specific information regarding Lessee's discovery of any Hazardous Substances placed on, under, about or within the City's Property by Lessee, and provide written documentation of its safe and legal disposal. 3.13.8 Breach of any of these covenants, terms, and conditions shall give City the authority to immediately terminate this Agreement. Lessee will continue to be liable under this Agreement to remove and mitigate all Hazardous Substances placed by Lessee on, under, about or within the City's Property. Lessee shall be responsible for, and bear the entire cost of removal and disposal of, all Hazardous Substances introduced to the City's Property by Lessee during Lessee's period of use and possession of the City's Property. City may pass through to Lessee any and all costs of removal and mitigation or decontamination, on or off the City's Property, necessitated by the presence of such Hazardous Substances placed on the City's Property by Lessee. Upon termination of this Agreement, Lessee is required, in accordance with all laws, to remove from the City's Property any equipment or improvements placed on the City's Property by Lessee that could be contaminated by Hazardous Substances. 3.13.9 Lessee shall defend, with counsel reasonably acceptable to City, indemnify and hold City and City's officers, officials, employees, consultants, attorneys, contractors and agents free and harmless from any and all claims, liability, injury, damage, costs, or expenses (including, without implied limitation, attorney's fees and expenses) arising as a result of the presence or use of any Hazardous Substances placed or caused to be placed by the Lessee or Lessee's partners, affiliates, agents, officials, officers, contractors or employees on the City's Property or Leased Area, except for claims caused by the negligence or misconduct of City, its officials, employees or contractors. The foregoing indemnity is intended to operate as an agreement pursuant to, among other requirements, Section 107, subdivision (e) of CERCLA, 42 United States Code Section 9607, subdivision (e), and California Health and Safety Code Section 25364, to insure, protect, defend, with counsel reasonably acceptable to City, hold harmless and indemnify City from any liability created by the Lessee pursuant to such sections. 3.14 Entry by Owner. Lessee shall permit City to enter upon the Leased Area with forty-eight (48) hours prior notice at any reasonable time for the inspection thereof, or at any time in connection with any work which may be required thereon, and City shall not be liable for any damage to Lessee's personal property in the course thereof, unless caused by City's, or its officials', employees' or contractors' negligence or willful misconduct. RVPUBTKIM\708152. 1 7 0 0 3.15 Previous Licenses. In the event there is an existing license between Lessee and City (or its predecessor -in- interest) covering the City's Property, it is agreed and understood that this Agreement shall cancel, supersede and terminate said prior license as of the effective date of this Agreement. 3.16 Assignment or Subletting. Lessee shall not assign this Agreement or sublet all or any portion of the City's Property, except that this Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors of each party. Lessee may assign this Agreement to any parent, subsidiary or affiliate of Lessee and shall give City at least thirty (30) days written notice of any such assignment. City hereby (a) consents to the collateral assignment of and granting of a security interest from time to time in favor of any holder of indebtedness borrowed by Lessee ( "Lender "), whether now or hereafter existing in and to all Lessee's right, title and interest in, to and under this Agreement; (b) agrees to simultaneously provide any Lender with a copy of any notice of default under this Agreement sent to Lessee and allow Lender the opportunity to remedy or cure any default as provided for in this Agreement; and (c) agrees to recognize Lender as if Lender were Lessee under this Agreement upon the written election of Lender so long as any existing default by Lessee under this Agreement has been cured as provided thereunder. 3.17 Taxes. The possessory property interest created by this Agreement may be subject to property taxation, and Lessee may be subject to the payment of property taxes levied on such interest by the appropriate taxing authority. Lessee is required to pay any such tax directly to the appropriate taxing authority. In addition, if personal property taxes are assessed, Lessee shall pay any portion of such taxes directly attributable to the Lessee's Facilities. City shall pay all real property taxes, assessments and deferred taxes on the City's Property and Leased Area, if any. 3.18 Mechanic's Liens. Lessee shall keep the City's Property free from any liens arising out of any work performed, material furnished, or obligations incurred by Lessee, or any tenant or subtenant thereof and shall discharge or bond mechanic's liens within thirty (30) days of Lessee's receipt of notice from City. 3.19 Waiver. The waiver by City or Lessee of any breach of any term, covenant, condition or provision contained herein ( "Conditions ") shall not be deemed to be a waiver of such Conditions for any subsequent breach of the same or any other Conditions contained herein. The subsequent acceptance of consideration by City shall not be deemed to be a waiver of any preceding breach by Lessee of any Conditions of this Agreement, other than the failure of Lessee to pay the particular consideration so accepted, regardless of City's knowledge of such preceding breach at the time of acceptance of such consideration. 3.20 Attorneys' Fees. The prevailing party in any action brought by either party hereto, based on any claim arising under this Agreement, shall be entitled to reasonable attorneys' and/or consultants' fees. 3.21 Liability Insurance. Lessee shall procure and maintain for the duration of this Agreement insurance against claims for injuries to personal or damages to property which may RVPUBTKIMV08152. 1 8 arise from or in connection with this Agreement by the Lessee, Lessee's agents, representatives, employees or subcontractors. Lessee shall obtain and furnish to City proof of coverage as to each type of insurance required. 3.21.1 Minimum Scope of Insurance. Coverage shall be at least broad as: 3.21.1.1 Commercial General Liability: Insurance Services Office Commercial General Liability coverage (occurrence) form CG 0001. 3.21.1.2 Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). 3.21.1.3 Workers' Compensation and Employers' Liability: Workers' Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 3.21.2 Minimum Limits of Insurance. Limits of insurance shall be: 3.21.2.1 Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 3.21.2.2 Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3.21.2.3 Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. Lessee's General Liability Insurance, including occupational disease coverage, for Lessee and all persons and/or subcontractors employed or to be employed in the performance of this Agreement, which insurance shall at all times be maintained in strict accordance with this Agreement, and the provisions of Section 3700 et seq. of the Labor code which requires every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of the Code. Use by Lessee of "Workers' Compensation Waiver" forms will necessitate the filing of said waiver with City for each individual by Lessee prior to that individual commencing any work under this Agreement. Failure to comply with this requirement may result in termination of this Agreement at City's sole discretion. 3.21.3 Deductibles. Deductibles and self - insured retentions shall be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects City, City's officers, officials, employees, consultants, attorneys, contractors and agents or Lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses as consistent with the telecommunications industry. RVPUB\EKIM708152. 1 9 • • 3.21.4 Endorsements. The insurance policies shall contain the following provisions, or Lessee shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: 3.21.4.1 General Liability: (1) The City, City's officers, officials, employees, consultants, attorneys, contractors and agents shall be covered as additional insureds with respect to the use of the Leased Area or any activities on the City's Property by the Lessee or Lessee's employees, agents or contractors; and (2) the insurance coverage shall be primary insurance as respects the City, City's officers, officials, employees, consultants, attorneys, contractors and agents, or if excess, shall stand in an unbroken chain of coverage excess of Lessee's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, City's officers, officials, employees, consultants, attorneys, contractors and agents shall be excess of Lessee's insurance and shall not be called upon to contribute with it in any way. 3.21.4.2 Automobile Liability: (1) The City, City's officers, officials, employees, consultants, attorneys, contractors and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Lessee or for which Lessee is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, City's officers, officials, employees, consultants, attorneys, contractors and agents, or if excess, shall stand in an unbroken chain of coverage excess of Lessee's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, City's officers, officials, employees, consultants, attorneys, contractors and agents shall be excess of Lessee's insurance and shall not be called upon to contribute with it in any way. 3.21.4.3 Workers' Compensation and Employers Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, City's officers, officials, employees, consultants, attorneys, contractors and agents for losses paid under the terms of the insurance policy which arise from work performed by Lessee. 3.21.4.4 All Coverages: Each insurance policy required by this Agreement shall be endorsed to state that: coverage shall not be canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, City's officers, officials, employees, consultants, attorneys, contractors and agents. 3.21.5 Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, the scope of protection such insurance affords to the City or City's officers, officials, employees, consultants, attorneys, contractors and agents shall be commercially reasonable. 3.21.6 Verification of Coverage. Lessee shall furnish City with Certificates of Insurance evidencing all insurance policies required hereunder and all required original additional insured endorsements effecting coverage required by this Agreement. The endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All Certificates of Insurance and endorsements are to be received RVPUBTK1Nn708152. 1 10 • and approved by City before this Agreement is fully executed. City reserves the right to require from time to time complete, Certificates of Insurance at that time. 3.21.7 Acceptability of Insurers. All insurance shall be provided by insurers having a current A.M. Best's rating of A -: VIII or better and reasonably acceptable to City. 3.22 Assumption of Risk. Lessee assumes all risk of loss to itself, which in any manner may arise out of the use of the City's Property under this Agreement. 3.23. Indemnity. Lessee hereby agrees to defend, with counsel reasonably acceptable to City, indemnify and hold City and City's officers, officials, employees, consultants, attorneys, contractors and agents free and harmless from and against any and all claims, demands, causes of action, costs, liabilities, expenses, losses, damages or injuries of any kind in law or equity, including the payment to City of all consequential damages and reasonable expenses of legal representation, whether by special counsel or by City's staff, to persons or property, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of Lessee, Lessee's partners, affiliates, agents officials, officers or employees in performance of this Agreement or use of the Leased Area or the City's Property by Lessee, except to the extent arising out of the negligence or willful misconduct of City or City's officers, officials, employees, consultants, attorneys, contractors and agents. Lessee shall defend, with counsel reasonably acceptable to City and at Lessee's sole expense, any and all aforesaid suits, actions or proceedings, legal or affirmative, that may be brought or instituted against City, City's officers, officials, employees, consultants, attorneys, contractors and agents. Lessee shall pay and satisfy any judgment, award or decree that may be rendered against City, City's officers, officials, employees, consultants, attorneys, contractors and agents resulting from such suits, except to the extent determined to be caused by the negligence or willful misconduct of City or City's officers, officials, employees, consultants, attorneys, contractors and agents. Lessee shall reimburse such parties for any and all legal expenses and costs incurred by one or all of them in connection with this Agreement or the indemnity herein provided. Lessee's obligation shall survive termination or expiration of this Agreement, and shall not be restricted to insurance proceeds, if any, received by City or City's officers, officials, employees, consultants, attorneys, contractors and agents. 3.24 Amendments. The provisions of this Agreement may be amended only by mutual written consent of both parties. 3.25 No Relocation Assistance. Lessee acknowledges that Lessee is not entitled to relocation assistance or any other benefits under the Uniform Relocation Assistance Act or any other applicable provision of law upon termination to this Agreement. 3.26 Time. Time is of the essence of this Agreement. 3.27 Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: RVPUB %EKIM708152. 1 I I LESSEE: Crrv: 0 T- Mobile USA, Inc. 12920 SE 38`h Street `J Bellevue, WA 98006 Attn: PCS Lease Administrator With a copy to: Attn: Legal Dept. (re: Site #: IE04866C) With a copy to: Omnipoint Communications, Inc., a subsidiary of T- Mobile USA, Inc. 3 Imperial Promenade, Suite 1100 Santa Ana, CA 92707 Attn: Lease Administration Manager (re: Site #: IE04866C) City of Arcadia Public Works Services Department 11800 Goldring Road Post Office Box 60021 Arcadia, CA 91066 -6021 Attn: Tom Tait Such notice shall be deemed made when personally delivered or forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.28 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties, and supersedes all offers, negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreement must be in writing and executed by both parties. 3.29 Invalidity. If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 3.30 Successors and Assigns. Except as provided in this Agreement, the terms and conditions of this Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. 3.31 Governing Law. This Agreement shall be governed by the laws of the State of California. RVPUB\EMW708152. 1 12 3.32 Exhibits. All Exhibits attached hereto form material parts of this Agreement. 3.33 Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original. 3.34 Survival. All obligations of Lessee hereunder not fully performed as of the completion or termination of this Agreement shall survive such completion or termination, including without limitation all payment obligations and all obligations concerning the condition of the Leased Area and City's Property. 3.35 No Discrimination. Lessee certifies and agrees that all persons employed by Lessee, Lessee's affiliates, subsidiaries, or holding companies and any of Lessee's contractors retained with respect to the City's Property are and shall be treated equally without regard to or because of race, religion, ancestry, national original or sex, and in compliance with all federal and state laws prohibiting discrimination in employment. 3.36 Memorandum of Lease. Each party agrees to cooperate with the other in executing any documents (including a Memorandum of Lease in substantially the form attached hereto as Exhibit B) necessary to protect its rights or use of the Premises. 3.37 Waiver of City's Lien. City hereby waives any and all lien rights it may have, statutory or otherwise, concerning Lessee's Facilities or any portion thereof, which shall be deemed personal property for the purposes of this Agreement, whether or not the same is deemed real or personal property under applicable laws, and City gives Lessee and Lenders the right to remove all or any portion of the same from time to time, whether before or after a default under this Agreement, in Lessee's and/or Lenders' sole discretion and without City's consent. CITY OF ARCADIA By: Bill Kelly City Manager RVPUB\EKIM \708152. 1 13 OMNIPOINT COMMUNICATIONS, • • EXHIBIT "A" DEPICTION OF LEASED AREA AND FACILITIES See the drawings attached hereto dated 1/26/06; Sheets T -1, C -1, A -1, A -2, and A -3, identified with Site Name: Hugo Reid Water Pump Station and Site Number IE04866C. RVPUBTKIM \708152. I 14 8 ag l z Ll g g+ Q e n m W 1 D��p sa a pit F V Q QQ ED 1091 W 0 r"101 IRS M :3 gill Vol ?all IL IT gill ® k a 111,1110 " I i �� ,11 Jill 1 P P P p � L a p p RI � 0 16 filling 44 11 1 Pbe 8 9 a Nouns 8 ag l z Ll g g+ Q e n m W 1 D��p sa a pit F V Q QQ ED 1091 W 0 r"101 IRS M :3 gill Vol ?all IL IT gill ® k a 111,1110 " I i �� ,11 Jill 1 P P P p � L a p p RI � 0 16 filling 44 11 1 Pbe 8 9 �3��R� � � ° � wu suQ�'s ewu�bweawr ■ ? 'Yp I.a i =�gt co RiSpq I. k'p 6in � N� • m P P � 04J LLJ JW o Q uj J p P N cm < 4 Q ZW : N M ° O Vii• ° • OM a x e m a C �A �epp •� � .S'Sl iu N n Gi� a 00 N O N y @ i pEQ °nb� °BLIBYREE 1 Y 4 i Y 1 E Y O ... i� 6 \ N4 0 a a� � Q till I � � t q E 10 00000000 ��o ©0000 ©o fill VJ b ® T a 0000 0000 000 c, s rr SIR g6p F fig I loll r F n y� 1 s Sig fill F�lHE a . H 4 +l 7 4 3 EXHIBIT B Memorandum of Lease 15 • • RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Omnipoint Communications, Inc., a Delaware corporation, a subsidiary of T- Mobile USA, Inc. 3 Imperial Promenade, Suite 1100 Santa Ana, CA 92707 (Site #: IE04866C) Attn: Lease Administration Manager MEMORANDUM OF LEASE This Memorandum of Lease with option ( "Memorandum ") dated as of 200, is entered into between the City of Arcadia ( "Landlord ") and Omnipoint Communications, Inc., a Delaware corporation, a subsidiary of T- Mobile USA, Inc., a Delaware Corporation ( "Tenant') regarding a portion of the property. See attached Exhibit "A" incorporated herein for all purposes. The Lease is for a term of five (5) years and will commence on or before January 1, 2007. Tenant shall have the right to extend the Lease for five (5) additional, five -year terms. This Memorandum is solely for the purpose of giving constructive notice of the Lease. In the event of a conflict between the terms of the Lease and this Memorandum, the terms of the Lease shall control. [SIGNATURE PAGE FOLLOWS) 16 0 IN WITNESS WHEREOF, the parties hereto have respectively executed this memorandum effective as of the date of the last party to sign. LANDLORD: City of Arcadia By: 0 e �1�1 Name: Bill Kelly Its: Date: City Manager 6d#j TENANT: Omnipoint Communications, Inc., A Delaware Corporation, A Subsidiary Of T- Mobile USA, Inc., a Delaware Corporation By: Name: Its: Date: MPr(L Rego" UOmbul 17 EXHIBIT A Legal Description of the Premises The Premises are located on a portion of that certain real property located in the County of Los Angeles, State of California, being more particularly described as follows: APN: 5777- 005 -900 Parcel 1: That portion of Lot 6 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 Westerly line of said Lot 6, distant North 00 04' 30" East thereon 2425 feet from the intersection of said Westerly line with the Northerly line of Huntington Drive (80 feet in width), as the same is described in the deed to the City of Arcadia, recorded in Book 9396, Page 145, Official Records; thence North 00 04' 30" East along said Westerly line of said Lot 6, 908 feet; thence South 610 18' 50" East 375.90 feet; thence South 00 04' 30" West 278 feet; thence South 490 04' 00" West 265.03 feet; thence South 00 04' 30" West 276,09 feet; thence North 890 55' 30" West 130 feet to the point of beginning. The above descriptions is for identification purposes only and may not be used in a conveyance. Parcel 2: That portion of Lot 6 of Tract No. 949, in the City of Arcadia, County of Los Angeles, State of California, as shown on map recorded in Book 17, Page 13 of Maps, Records of said County, described as follows: Beginning at the most Northerly corner of Lot 21 of Tract No. 13594, as shown on map recorded in Book 288, Page(s) 20 and 21 of Maps, Records of said County; thence South 890 10'40" East along the Northerly line of said Tract No. 13594, 143.01 feet; thence North 00 53' 10" West 319.71 feet; thence North 390 22' 15" West 70.0 feet; thence North 00 53' 10" West 86.46 feet to a point In the South line of Tract No. 14428, as shown on map recorded in Book 305, Pages 37 and 38 of Maps, records of said County; thence South 890 06' 50" West along said South line of said Tract No. 14428 and the Westerly prolongation thereof, 429.40 feet to a point in the Westerly line of Lot 6 of said Tract No. 949; thence South 00 53' 10" East along the Westerly line of Lot 6 of said Tract No. 949, 42.62 feet to the most Northerly corner of the land described in the deed recorded in Book 18040, Page 345 of Official Records of said County; thence South 621 16' 30" East along the Northeasterly line of said land 375.90 feet to the Northeasterly corner thereof; thence South 00 53' 10" East along the most Easterly line thereof, 234.07 feet to the point of beginning. 18 tf� S State of California ) (� ) ss. County of O N 1 V On )AAt ©tp beforeme,Mc\�,c S�yp4 O gTo\ lP� ersonallyappeazed 'A `\ V personally known to me (or proved to me on the basis of sati8factory evidence) to be the persons) whose name(j) is/kre subscribed to the within instrument and acknowledged to me that he /sloe /tkey executed the same in his/fkr / their authorized capacity(idks), and that by his/her /their signature) on the instrument the perses), or the entity upon behalf of which the person(' acted, executed the instrument. WITNESS my hand and offic al. Signature: State of California ) ss. County of ) On before me, personally appeared personally known to me (or 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. Signature: 19 Crown Castle 2000 Corporate Drive Canonsburg, PA 15317 888 - 255 -0408 cc.letter9crowncastle.com January 25, 2013 City of Arcadia 11800 Goldring Rd PO Box 60021 Arcadia, CA 91066 -6021 1111111 ... 1n11-1- 111111111- ll -.nnlll1ln1lil-n.l-l..111111lu RE: Crown Castle Site # 827401 T- Mobile Site # IE04866C Dear Sir/Madam: You granted a lease (including any similar interest) to T- Mobile USA, Inc. or an affiliate ( "T- Mobile "), for property located at 1153 De Anza Place, Upper San Gabriel Va, CA 91007 ( "Site "). T- Mobile has entered into an agreement with an affiliate of Crown Castle International Corp. for such affiliate ( "Crown Castle ") to control and operate the Site. As part of such transaction, (i) Crown Castle has (a) subleased the Site, (b) been assigned the lease for the Site or (c) exclusive rights to manage and operate the Site and (ii) T- Mobile has (a) leased back part of the Site or (b) retained certain rights to continue using the Site. The purpose of this letter is to have you confirm as to the lease of the Site that (i) the lease for the Site is valid, (ii) all rents or other payments are current, (iii) there is no event of breach or default, and (iv) any consent or notice for the transaction described above has been obtained or waived. Please sign below and return this letter to us in the enclosed self addressed pre -paid envelope. Thank you for your cooperation and prompt attention to this matter. If you have any questions, please call 888 - 255 -0408 or send an email to cc.letter @crowncastle.com. Sincerely, Mark Schrott Vice President — Property Management My signature below confirms that the matters described in the second paragraph above are true and I have authority to confirm such matters. By: Print Name: Dominic Lazzaretto, City Manager February 13, 2013 The use of the word "or" in this letter is not exclusive. 4069 t City of Arcadia 11800 Goldring Rd PO Box 60021 Arcadia, CA 91066 -6021 I�ilnl���tntl�l�llltnllt�li��nnllltlttult��l�l�l��tilllttn Crown Castle 2000 Corporate Drive Canonsburg, PA 15317 888 -255 -0408 cc.letter@crowncastle.com RE: Crown Castle Site # 827401 T- Mobile Site # IE04866C Dear Sir/Madam: of January 25, 2013 You granted a lease (including any similar interest) to T- Mobile USA, Inc. or an affiliate ( "T- Mobile "), for property located at 1153 De Anza Place, Upper San Gabriel Va, CA 91007 ( "Site "). T- Mobile has entered into an agreement with an affiliate of Crown Castle International Corp. for such affiliate ( "Crown Castle ") to control and operate the Site. As part of such transaction, (i) Crown Castle has (a) subleased the Site, (b) been assigned the lease for the Site or (c) exclusive rights to manage and operate the Site and (ii) T- Mobile has (a) leased back part of the Site or (b) retained certain rights to continue using the Site. The purpose of this letter is to have you confirm as to the lease of the Site that (i) the lease for the Site is valid, (ii) all rents or other payments are current, (iii) there is no event of breach or default, and (iv) any consent or notice for the transaction described above has been obtained or waived. Please sign below and return this letter to us in the enclosed self addressed pre -paid envelope. Thank you for your cooperation and prompt attention to this matter. If you have any questions, please call 888 - 255 -0408 or send an email to cc.letter @crowncastle.com. Sincerely, Mark Schrott Vice President — Property Management My signature below confirms that the matters described in the second paragraph above are true and I have authority to confirm such matters. By: - PrintName:Aominic Lazzaretto, City Manager Date: February 13, 2013 The use of the word "or" in this letter is not exclusive. 4069