011624 CED Cell Tower Lease Amendment Lease Agreement Amendment One — City Council - Successor Agency

1 Site Name: Fullerton Clock Tower
Site Number: US-CA-7155
151749479.5

FIRST AMENDMENT TO TELECOMMUNICATIONS SITE LEASE

AGREEMENT (GROUND)

THIS FIRST AMENDMENT TO TELECOMMUNICATIONS SITE LEASE
AGREEMENT (GROUND) (this “Amendment”), is entered into as of th e _____ day of _____________________, 2023 (the “Amendment Execution Date”), and effective as of January 31, 2023 (the “Effective Date”), by and between the City of Fullerton, a municipal corporation (“Lessor”), and VB Run, LLC , a Delaware limited liability company (“ Lessee), recites and provides:

RECITALS
WHEREAS, Lessor is the fee owner of certain real property located at 2100 N. Gilbert St. in Orange County, California, as more particularly described on Exhibit A (the “Land”).

WHEREAS, Lessee, by way of assignment, is the tenant under that certain Telecommunications Site Lease Agreement (Ground) by and between Lessor and Sprint PCS Assets LLC, dated as of June 17, 2003 (the “Original Lease ”) (as previously assigned and as further amended herein, the “Lease”).

WHEREAS, the Original Lease was previously terminated by Lessee effective as of November 30, 2022 (the “ Expiration Date”); provided, however, Lessor and Lessee now desire to re-instate the Original Lease as well as amend the Original Lease as set forth in this Amendment including, without limitation, to extend the term of the Lease as set forth in this Amendment.

WHEREAS, Lessor leases to Lessee a portion of the Land, as more particularly described on Exhibit B (the “Premises”).

WHEREAS, Lessee installed and operated the Lessee Facilities on the Premises including a clock tower (which is being used as wireless communications infrastructure) (the “ Clock Tower”), equipment, shelters, and other associated improvements on the Premises more specifically described in Exhibit C of the Original Lease.

WHEREAS, Lessor and Lessee now desire to reinstate and amend the Original Lease as more particularly provided below.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Defined Terms; Recitals. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Original Lease. The recitals set forth here and above are true and correct in all respects and are incorporated herein by reference. 2 Site Name: Fullerton Clock Tower
Site Number: US-CA-7155
151749479.5

2. Amendment Fee. Within thirty (30) days after the Amendment Execution Date and as a condition precedent to its effectiveness, Lessee shall pay a one-time amendment fee equal to Twelve Thousand Five Hundred and 00/100 Dollars ($12,500.00) to Lessor.

3. R enewal Terms . Lessee shall have the option to extend the Lease for one (1) additional ten (10) year renewal period and then four (4) additional five (5) year renewal periods (each, a “Renewal Term ”) with the initial ten (10) year Renewal Term commencing on the Expiration Date. Each such Renewal Term shall be deemed automatically exercised by Lessee unless Lessee provides written notice to Lessor of non-renewal at least thirty (30) days prior to expiration of the then-current term.

4. R ent . Notwithstanding anything to the contrary in the Lease, Lessor and Lessee hereby acknowledge and agree that Rent shall be suspended and abated in its entirety from and after the Effective Date of this Amendment until the earlier of (the “Rent Commencement Date”):
(a) Lessee’s subtenant (i.e., Dish Network, affiliate thereof, or any other sublessee or sublicensee) obtains a building permit for the installation of its telecommunications equipment within the Premises, or (b) the expiration of six (6) months’ from the Amendment Execution Date for this Amendment. Commencing on the Rent Commencement Date, the Rent shall be Three Thousand Seven Hundred Eighty- Seven and 31/100 Dollars ($3,787.31), paid monthly, in advance, to Lessor’s address set forth in Section 17. Notwithstanding anything to the contrary in the Lease, Lessor and Lessee hereby acknowledge and agree that Sections 5(b), 5(c), and 5(d) of the Original Lease are deleted in their entirety.

If Rent is not received by Lessor on or before the thirtieth (30th) day following the due date, it shall be deemed delinquent and the amount due and unpaid shall be subject to a late charge at the rate of five percent (5%) of the delinquent amount, without limiting Lessor’s other rights and remedies.

Notwithstanding any provision to the contrary, Lessee’s obligation to pay Rent is not dependent on any condition of this Lease, or Lessee’s use or ability to use the Premises, and shall not be subject to any deduction or offset.

5. Rent Adjustments. Notwithstanding anything to the contrary in the Original Lease, Rent shall adjust on the first day of each anniversary of the Rent Commencement date, by three percent (3%) over the prior year’s Rent amount.

6. T axes . Section 8 of the Original Lease is deleted in its entirety and replaced with the following: “If personal property taxes are assessed, Lessee shall pay any portion of such taxes that are directly and solely attributable to the Lessee Facilities. Lessee shall pay all real property taxes, assessments and deferred taxes levied on the Premises or any possessory interest held by Lessee relative thereto Lessor will pay or cause to be paid when due all other real estate taxes and assessments attributable to the Land. shall send timely written notice to Lessee requesting payment for any applicable taxes, with all applicable tax documentation needed for Lessee , in Lessee ’s reasonable discretion, to evaluate and pay the portion of such taxes directly attributable to Lessee’s 3 Site Name: Fullerton Clock Tower
Site Number: US-CA-7155
151749479.5
Facilities. In the event that Lessor fails to pay when due any taxes affecting the Premises or any easement relating to the Premises, Lessee shall have the right, but not the obligation, to pay such taxes and deduct the full amount of the taxes paid by Lessee on Lessor’s behalf from future installments of Rent. A ll charges received by Lessor payable by Lessee under the Lease, as amended, for taxes, assessments, or charges, as applicable, shall be billed by Lessor within one (1) year from the end of the calendar year in which the taxes, assessments, or charges were incurred; any taxes, assessments, or charges beyond such period shall not be billed by Lessor, and shall not be payable by Lessee. Notwithstanding the foregoing, Lessee shall not have the obligation to pay any tax, assessment or charge that Lessee is disputing in good faith in appropriate proceedings prior to a final determination that such tax, assessment or charge is properly assessed, provided that no lien attaches to the Land.”

7. Duty to Repair, Maintain, and Replace.

A. Any damage to the Premises or the Land caused by Lessee, its contractors, consultants, agents, employees, volunteers, invitees, or subtenants, shall promptly be repaired at the sole cost and expense of Lessee.

i. Utility trenching, site access disturbance, damage to existing facilities, or any other damage to the Land shall be repaired to the satisfaction of Lessor.

ii. Any damage or disturbance to the Premises caused by removal of Lessee’s Facilities shall be repaired at Lessee’s sole cost and expense and to the reasonable satisfaction of Lessor.

iii. Backfilling, compaction and reseeding of the disturbed areas shall be required, to the reasonable satisfaction of Licensor.

B. Any repairs to damage to the Land caused by Lessee’s Facilities or Lessee’s operations, which is a threat to health and safety, shall be remedied within seventy-two (72) hours of written notice thereof. Lessor reserves the right of entry to the Premises in the case of an emergency. For purposes of this paragraph, “emergency” shall mean an imminent threat of property damage or harm to persons necessitating possession of the Premises by Lessor . In the event Lessor incurs any expense in addressing an emergency, Lessor shall be entitled to reimbursement of reasonable costs from Lessee.

C. Upon the expiration, cancellation, or earlier termination of this Agreement, Lessee shall remove all of Lessee’s Facilities from the Premises and shall restore the Premises to its original condition, ordinary wear and tear excepted.

D. If Lessee fails to make any required removal or repair to the Premises or the Land, Lessor may, at its option, cause such removal or repair to be made at the sole cost and expense of Lessee.

4 Site Name: Fullerton Clock Tower
Site Number: US-CA-7155
151749479.5

8. Ownership of Clock Tower. In consideration of Lessor ’s execution of this Amendment Less or the Clock Tower shall no longer be considered part of Lessee’s Facilities but, commencing on the Effective Date, shall be deemed a fixture and shall be transferred to Lessor in “as is, where is” and with all faults condition (without any warranties) for a purchase price of One Dollar and No/100 ($1.00) through a bill of sale in a form reasonably acceptable to Lessee .

Execution and delivery to Lessor of a Bill of Sale concurrently with the execution of this Amendment is a condition precedent to Lessor’s obligations under this Amendment.

9. T ermination , Relocation. Lessor and Lessee hereby acknowledge and agree that Section 10(b) of the Original Lease is deleted in its entirety and replaced with the following language regarding relocation:

On or after the Effective Date, Lessor, on one (1) occasion, may require Lessee to relocate to another location (herein referred to as the “Alternate Property”), provided (a) the Alternate Property is similar to Lessee’s current Premises in size and is compatible for Lessee’s use in Lessee’s sole discretion;

(b) Lessor shall pay all reasonable costs incurred by Lessee for relocating Lessee’s Facilities from the Premises to a mutually agreeable site and improving the Alternate Property so that the Alternate Property is substantially similar to the original Premises, including all costs incurred to obtain all of the certificates, permits and o ther approvals that may be required by any Federal, State or Local authorities as well as any satisfactory soil boring tests which will permit Lessee use of the Alternate Property as set forth in this Agreement;

(d) Lessee’s service will not be interrupted and Lessee shall be allowed if necessary to place a temporary cell site and antenna structure on the Land during relocation.

10. Assignment. Lessee may assign this Lease to any affiliate acquiring 51% or more of its stock or assets, to its lender as collateral for any mortgage or deed of trust, or in connection with the sale of all assets (or substantially all assets), at any time without the prior consent of Lessor. Any other assignment by Lessee shall require the prior written consent of Lessor , not to be unreasonably withheld, conditioned, or delayed. Lessor may assign this Lease only in its entirety and only to any person or entity who or which acquires fee title to the Land.

11. S ubleasing. Notwithstanding anything to the contrary in the Lease, Lessee shall have the right to sublease the Lessee Facilities or any other towers, structures, equipment, or ground space on the Premises to Dish Network (or an affiliate thereof) without Lessor’s consent. 5 Site Name: Fullerton Clock Tower
Site Number: US-CA-7155
151749479.5
A. Exclusive Use, Non-interference. In addition to any other use rights granted by the Lease, Lessee shall have the exclusive right to use and sublease the Premises for purposes of constructing, maintaining, modifying, adding, supplementing, expanding, and operating wireless communication infrastructure without Lessor’s consent. Lessor shall not grant any right to a third-party which would affect all or part of the Land in any way that competes, cause material interference to the communications configurations, frequencies, or operating equipment existing on the Premises.

12. Lessor Mortgage. In the event the Land is encumbered by a mortgage or deed of trust or other security instrument of any kind (a “ Lessor Mortgage”), Lessor, within fifteen (15) days following Lessee’s request or immediately prior to the creation of any encumbrance created after the Amendment Execution Date, will obtain from the holder of each such Lessor Mortgage a fully-executed subordination, non- disturbance and attornment agreement (a “SNDA ”) in recordable form, which shall be prepared or approved by Lessee. The holder of every such Lessor Mortgage shall, in the SNDA, agree that in the event of a foreclosure, or conveyance in lieu of foreclosure of Lessee’s interest in the Premises, such Lessor Mortgage holder shall recognize and confirm the validity and existence of the Lease, as amended, and Lessee shall have the right to continue its use and occupancy of the Premises in accordance with the provisions of the Lease, as amended, provided Lessee is not in default of the Lease beyond applicable notice and cure periods.

13. L
essee Mortgage. Lessor consents to the granting by Lessee of a lien and security interest in Lessee’s interest in this Lease and all of Lessee’s personal property and fixtures attached to the Land, and furthermore consents to the exercise by Lessee’s lender of its rights of foreclosure with respect to its lien and security interest. Lessor agrees to recognize Lessee’s Lender as Lessee hereunder upon any such exercise by Lender of its rights of foreclosure.

14. M emorandum of Lease . Lessee shall be permitted to record a Memorandum of Lease, or Memorandum of Amendment of Lease, as applicable (“MOL”), in the form attached as Exhibit C, reflecting the terms of the Original Lease as modified by this Amendment, and Lessor shall promptly execute such MOL at Lessee’s request.

15. S urvey of Premises.

A. Attached as Exhibit B is a site layout plan depicting all antennae, radio transmitting and receiving equipment, conduits, wires, batteries, back -up generators, utility lines and facilities, supporting structures, and related equipment (“ Lessee’s Facilities”) . Lessee may construct, install, maintain, operate, repair, replace, and remove Lessee’s Facilities at the Premises pursuant to the terms and conditions of this Lease Agreement.

B. Lessee shall obtain Lessor ’s prior written consent to make any change to Lessee’s Facilities on the Premises as shown in Exhibit B.

6 Site Name: Fullerton Clock Tower
Site Number: US-CA-7155
151749479.5
i. Lessee understands and agrees that Lessor, in its sole discretion, may approve, deny, or approve with additional terms and conditions any proposed change to Lessee’s Facilities on the Premises other than addition, replacement, upgrade, or substitution of Lessee’s Facilities that substantially conform to the physical specifications of the Lessee’s Facilities shown in Exhibit B and which do not materially and adversely affect the aesthetic appearance of the Premises or the Lessee’s Facilities shown in Exhibit B.

ii. Before installation of any replacement , upgrade, or substitut ion of Lessee’s Facilities, Lessee shall verify with the Lessor that all proposed replacements, upgrades, and substitutions substantially conform to the physical specifications of t he Lessee’s Facilities shown in Exhibit B and do not materially and adversely affect the aesthetic appearance of the Premises or the Lessee’s Facilities shown in Exhibit B.

iii. In the event that the proposed replacement, upgrade, or substitution of any Lessee’s Facilities on the Premises does not substantially conform to the physical specifications of the Lessee’s Facilities shown in Exhibit B and/or materially and adversely affect(s) the aesthetic appearance of the Premises or the Lessee’s Facilities shown in Exhibit B, the Parties agree to meet and confer in good faith in an effort to reach agreement on the proposed changes. In the event that agreement cannot be reached, Lessee understands and agrees that Lessor, in its sole discretion, may approve, deny, or approve with additional terms and conditions Lessee’s proposed replacement, upgrade, or substitution.

C. Lessee shall maintain Lessee’s Facilities and the Premises in clean and safe condition and in compliance with all applicable laws and governmental regulations and conditions of approval.

Notices. All notices under the Lease shall be delivered by Federal Express, or US certified mail return receipt requested, and addressed to:

If to Lessee:

VB Run, LLC
750 Park of Commerce Dr., Suite 200
Boca Raton, FL 33487
Attn: Adam B. Ginder, Esq.

Email: [email protected]

Ref: US-CA-7155

with a copy not constituting notice to:

VB Run, LLC
750 Park of Commerce Dr., Suite 200
7 Site Name: Fullerton Clock Tower
Site Number: US-CA-7155
151749479.5
Boca Raton, FL 33487
Attention: Leasing Administration
Ref: US-CA-7155

If to Lessor:

City of Fullerton
303 West Commonwealth Avenue
Fullerton, CA 92832
Attention: Accounts Receivable

16. Estoppels. Lessor shall, within ten (10) business days of the request of Lessee or any lender or prospective lender of Lessee, provide an estoppel certificate as to any matters reasonably requested by Lessee or Lessee’s lender.

17. R
epresentations of Lessor . Lessor warrants and represents that: (i) it is the owner in fee simple of the Premises; (ii) it alone has full right to lease the Premises on the terms of the Lease, as amended; and (iii) it has the full authorization and authority to execute this Amendment.

18. C
ounterparts/Digital Signatures . This Amendment may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single document. Delivery of a copy of this Amendment bearing an original signature by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. For the purposes of this Section 20, “original signature” means or refers to a signature that has not been mechanically or electronically reproduced.

19. R
atification . Except as amended and modified herein, the Original Lease is ratified and confirmed in all respects and shall continue in full force and effect. In the event of any dispute between the terms of the Original Lease and this Amendment, the terms of this Amendment shall govern and supersede those set forth in the Original Lease.

20. Insurance. Section 12 of the Original Agreement is deleted and replaced with the following:

12. Insurance. During the Term of this Agreement, Lessee shall maintain in full force and effect at all times, at its sole expense, policies of insurance as set forth herein:

A. Lessee shall maintain the following insurance: (1) Commercial General Liability with limits of Two Million Dollars ($2,000,000.00) per occurrence and in the aggregate; (2) Automobile Liability with a combined single limit of One Million Dollars ($1,000,000.00) per accident; and (3) Workers Compensation as required by law.

8 Site Name: Fullerton Clock Tower
Site Number: US-CA-7155
151749479.5
B. The Lessor and its officers, agents, employees and volunteers shall be covered as additional insureds with respect to General Liability and Automobile Liability insurance. Lessee shall furnish to Lessor a certificate, or certificates of insurance with endorsements, with an insurance carrier(s) with a Bests’ rating of no less than A- :VII on forms reasonably acceptable to Lessor . Lessee shall furnish prior to or contemporaneously with the execution of this Amendment Certificates of Insurance and endorsements. The certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf.

C. The minimum insurance coverage shall be as follows:

i. Commercial general liability insurance coverage which includes, but is not limited to, personal injury, property damage, losses related to independent contractors, products and equipment, explosion, collapse and underground hazards shall be in the amount of not less than a combined single limit of Two Million Dollars ($2,000,000.00) for one or more persons injured and property damage in each occurrence and in the aggregate. This insurance shall be primary, and any insurance maintained by Lessor shall be excess of Lessee’s insurance and shall not contribute to it. To the extent insurance applies, the insurer shall assume the defense of Lessor, its officers, employees, agents and volunteers from all suits, actions, damages or claims of every type and description to which they may be subjected or put by reason of, or resulting from the construction or installation of Lessee’s Facilities, except as respects suits, actions, damages or claims arising out of intentional or negligent acts of Lessor , its officers, employees, agents or volunteers.

ii. Automobiles owned, leased, hired or borrowed by the Lessee .

iii. Workers’ Compensation and Employers’ Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Lessor , its officials, employees, agents and volunteers for losses arising from work performed by Lessee.

D. Each required policy of insurance shall be with an insurer with a Best’ rating of no less than A-:VII, and specify that:

i. The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as if those separate policies had been insured to each insured except in terms of limits, and

ii. It acts as primary insurance and that no insurance held by Lessor shall be called upon to cover either in full or in part, any loss covered under the policy.

E. Evidence of Coverage. Each year Lessee shall provide to Lessor evidence of coverage and applicable endorsements as required by this Section.

21. All terms not defined herein shall have the same meaning and use as set forth in the Original Lease, as amended.
9 Site Name: Fullerton Clock Tower
Site Number: US-CA-7155
151749479.5

22. All other terms, conditions, and provisions of the Original Lease, as amended, shall remain in full force and effect. \

23. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts together with the Original Lease and this Amendment shall be construed together and shall constitute one agreement.

[The remainder of this page is intentionally blank; signature page follows.] Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the Effective Date.

LESSOR:

City of Fullerton,
a municipal corporation

By: ______________________________
Name: ____________________________
Title: _____________________________

[Lessor’s Signature Page to Amendment]

Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5

LESSEE:

VB Run, LLC,
a Delaware limited liability company

By: ______________________________
Name: ____________________________
Title: _____________________________

[Lessee’s Signature Page to Amendment]
Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5
Exhibit A
Description of the Land (Parent Parcel)

Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5
Exhibit B
Legal Description and Site Map of the Premises
Site Name: Coyote Hills Park (APN: 288-122-05) - Site I D No • OG54XC437-B

m o o m
w iy 9 ~ d r
gi
o U quo Z K m N~~~ a~~
u
4 o~ ~~~
N
Q~~~ N
II
4 w
m d
g m
U W o
a
Z=
I
a s a VU.°. ~' o n4 u i
I it it ii u i i
t
se
V ~
m ~ ~ QP Y~~~
Y
ff
a
m
ca s q~
a n - so~~ a $ ~ ~ w
s ~ os
a
w
U
V1 W ~ S
V1 ~ m~fi C M1~, ~ g~ a~""6~°
g
i~'' O $~ ~ ~ ~ ~ ~^`~
8 s~~~ a~ 3~~~a:~: N~~7~y ' 6 ~ j titi~ 5~ z
s
ra m ~~a~i
G
3> a x _~ sa
4 S
U
o~~°~ bli e6~ _. S2a
E G
8 O yt
a
8m3LL ~ V e
y
i
V7 V] aa'2~ U 3~ 5~ ~ 3 C7W CL '~~it6 lY p ~ Y^' Y rc~ ~ - _ ,.. 8 ,~ ¢ ou ~~ S~~o - ~ £°~= emu
3~ Vy~~ ~~ ~c -~~~y ~ ~ s~ 8~~
o uz~.. z... ~ ~$
wjq°q ~~ffiz ~ g~6 - mS~~Yn = ~ ' WOa~mb
F - a ;~
a ~~Si~s~". ~~~ko~m ~
kkSS =~
YN~aox~ ~~
LL
Su ~
n
s ~~ $a aoo~~~W~go ~ o~~
Wo ~ ,~~ 3~ o:

Yu ~~ n7~~b'o~' e ~~~i _ o.- oY~~a ~ 3d ~~ s~,~° k . vt ' 7 4aiM J6 ~
fib/ /~~ ~_ .~ 9~, ~
Ss
S
a
k~+
w ~~~
9~yq
4 x~b I
g
y3_d~j
F
yg
m_~R
u ~
S
of aty r~
wag'-.

A Z ~
eY
s
Ul ~`
5 q,
5~~ a~s€
an
wa
D ~
O
6 Z ~
b} p ~
o
s 6 Z
MP
O I ~~
r Z
O ~ ~°~
y~
c` o I
F ~
o
m °< ~
m
S~ ~ ~ fe~
Y; ~ ~, I ~ 3
o~ ~ ; 3
F
o
W W d^o
W W o
yy33
N y
FOb~ W
W F `~~
z €~ N
V z~~
Yv
0 Y
a *
o~ ~
f
y
e% ° ~
g
G
o~
O
w~ N'4~ rry
N
w~ ww Feu
w. wH a~ n Z `~
W
i
a
N
O
z
r~~~//~
V1
i `~
W
W
r~,
W/~
V1
1= \
R
r
L^l 1. N^
Q
o
U ~ V°
z_
Z
m
f
w
W
Nn
4Nr
u~
y~~~
11 1 ~ a
Y.~1
p
1 P
waw~i
O
en rA p~~ i ~ e ~ N
N
II v F cn
II ~~
a
o° ~ Q
x
o ~xi~ J
li ii i i i i I
Z
o~
mx
sa
F~
F ~
a
w~
a~
E
Fa
Zp41
Z
O
m . r
a
Y
Y
QQ
rv ry
r' ~
3^
k ~ 3~ ~ Sit = ~
y
Sit ~ Q
6 ~
@~ ~ u
2 5
a ~ ~ ~ a ~ ~ u° ~ ~ ~ ~~~
o ? ~
ea ~ n ~o~ ~ <~ b a~
as
e~$ ~~ ~ g
ro : y S~ ro ~ ~ s~o 3$ ~' E
g~Y
e
a~ a~ s~ 3~as ~~3 ~ o~ 5~ a~~ go
g
Y a
7 W
fi s g 70~ g~g ~~ ~~~y
m4
6 Yb~ YR ~
Y P ~ 8 °~` Q 7^ ~ ~ n
4 3
o
a~~~ ~~ o~~ ~~a z °~_,
Q s°~ o~~
r
a,
al
a
0 U
i ~
s::I f1,''
Sn~ ~~~y_
P
R
z
O
Z
i ~
t~ 3aislaae~~~ Hla -OW
1 l
I
I
AW
eZ
r i e W
N es ' ~
o.~cTm~ "~ <y
mn
I
V
O
g4
0 Gd ~
O
Z
0 p
I I
z
W
w
d
z
GQ
0 s
z_
4 U
0 a
a
4 m
D
m
o ~ e
e ~~
3 M~it
i~ ~
i4G ~ i4= ~¢ Vggg~YG
b~ 3gi~
i7 "4 ~. '"~~
Ym-C~
Y.W
@ ~.. ~
gYCW ~a~
a~ : mac ~ Si ~ o ~ myn~ $~~~
rY
YY ~~~
i.~ ~~ ~~ s~ ~°~ Y~ ~~~
bi zW~im ° ~
3 ' z- S~ i + i ~
Y~
Z
p Yoz^y ~ ~ Na ~ ozW~} 3:°Y Yg <"
ik ~~~~~ Y xY~ * iZ~~Y ~~~WW ~~g ~~
u rqN J/~ tll
NfWM ~(
t,~~rn
ox~ 2
I
I /
i
i
r /
J
rY LLI
3, ~ L)
t ~ ~ ~
t
r ~ ~
i~\ ~ ~ , ~ ~
m ~ ~
t ~ ~~
l o
N
n<
x i
a $ weav ~ neu ~ ~"~ ir~ I I ~ ~ s
R
weov a.., 2 ., ~ ~
f w ~~
U
VI
m [.
i
F
O
I
e
z
3 n
p. ~ S ~
R
I
c c.

W b s~ , ~
F ~ ~ ~ • I I
a ~
z ~ /
z ~ • .... /
0 a • ~
I. /
z ,~
0 o
I
m /
x 1
47 ~
I
db~
R=
coo =.~
S
RR ~ o®
R' ~ d ~a`
RAR
iq : .~
gA RIB
F5
V~o '" a
R ~ ~. 4r S~-R_
n
3W B d d
2Ja ~
Ir ~ a'0 ss Rp
o
y ~ tdd " Q
g~' ~~
fl ~ ~ Fh~~ np
O ,.

Y
Z ~ e $ R X n.,,~ ~. era
ERR F
Y °
Re
i. y
V
h R?A
aas s'a' ~~ n
A
aas r~ Ra ~' ~ a' e ~
A,~ ~,~ ~ A R:
n ra:
x .Pt
R
i8 ,. 7
Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5
Exhibit C
Form of Memorandum of Lease
[SEE ATTACHED]

Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5

______________________________________________________________________________ (Above 3” Space for Recorder’s Use Only)
Upon Recording Return to:

VB Run, LLC
c/o Vertical Bridge REIT, LLC
750 Park of Commerce Drive, Suite 200
Boca Raton, Florida 33487
Attn: General Counsel

Site Name: Cypress Church Water Tank
Site Number: US-CA-7155

FIRST MEMORANDUM OF AMENDMENT TO TELECOMMUNICATIONS

SITE LEASE AGREEMENT (GROUND)

This First Memorandum of Amendment to Telecommunications Site Lease Agreement (Ground) (“Memorandum”) evidences a Telecommunications Site Lease Agreement (Ground) dated June 17, 2003 (the “Original Lease ”), as amended by that certain First Amendment to Telecommunications Site Lease (Ground) entered into as of [__________, 2023] and effective as of November 30, 2022 (the “First Amendment ”, and together with the Original Lease, collectively, the “Lease”) by and between the City of Fullerton, a municipal corporation, whose address is 303 W. Commonwealth Avenue, Fullerton, California 92832 (“Lessor”), and VB Run, LLC, a Delaware limited liability company, whose mailing address is 750 Park of Commerce Drive, Suite 200, Boca Raton, Florida 33487 (“Lessee”).

W HEREAS, Lessor owns certain real property described on Exhibit A -1 attached hereto (the “Land”).

WHEREAS, pur suant to the Lease, Lessor leases to Lessee a portion of the Land described on Exhibit A-2 (the “Premises”) (and together with Exhibit A-1, collectively, Exhibit A).

WHEREAS, the First Amendment extended the Lease for an additional ten (10) year term commencing on November 30, 2022, and the First Amendment further provides for four (4) additional five (5) year renewal terms thereafter.

WHEREAS, the Lease, as amended, further provides as follows:

Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5

1. The Premises may be used exclusively by Lessee for certain purposes including, without limitation, erecting, installing, operating, reconstructing, and maintaining certain radio and communications towers, buildings, and equipment.

2. Lessee is entitled to sublease and/or sublicense the Premises including any communications tower located thereon.

3. This Memorandum is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Lease. In the event of a conflict between the provisions of this Memorandum and the provisions of the Lease, the provisions of the Lease shall control. The Lease shall be binding upon and inure to the benefit of Lessor and Lessee and shall inure to the benefit of their respective heirs, successors, and assigns, subject to the provisions of the Lease.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK, SIGNATURES BEGIN ON NEXT PAGE]
Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5
IN WITNESS WHEREOF, the parties hereto have executed this MEMORANDUM as of the date last signed by a party hereto.

WITNESSES:

Name:

LESSOR:

City of Fullerton,
a municipal corporation
By:

Name:

Title:

Date:

CALIFORNIA ACKNOWLEDGMENT

A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document

State of California

County of _____________________________)

On , 2023 before me,
(insert name and title of the officer) personally appeared _______________, ____________________ of the City of Fullerton, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowl edged to me that he /she executed the same in his /her authorized capacity, and that by his /her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5
[Lessee’s Signature Page to Memorandum]

STATE OF FLORIDA

COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this day of , 2023, by means of ☐ physical presence or ☐ online notarization by , the of VB
Run, LLC, a Delaware limited liability company, on behalf of the company.

Signature of Notary Public

Print, Type, or Stamp Commissioned Name of Notary Public

Personally Known OR Produced Identification

Type of Identification Produced __________________________

WITNESSES:

Name:

LESSEE:

VB Run, LLC,
a Delaware limited liability company

By:

Name:

Title:

Date:

Site Name: Cypress Church Water Tank
Site Number: US-CA-7155
151749479.5

EXHIBIT A
(TO MEMORANDUM OF LEASE)

EXHIBIT A-1
The Land

EXHIBIT A-2
The Premises

[to be attached/inserted]

Yu ~~ n7~~b'o~' e ~~~i _ o.- oY~~a ~ 3d ~~ s~,~° k . vt ' 7 4aiM J6 ~
fib/ /~~ ~_ .~ 9~, ~
Ss
S
a
k~+
w ~~~
9~yq
4 x~b I
g
y3_d~j
F
yg
m_~R
u ~
S
of aty r~
wag'-.

Y
Z ~ e $ R X n.,,~ ~. era
ERR F
Y °
Re
i. y
V
h R?A
aas s'a' ~~ n
A
aas r~ Ra ~' ~ a' e ~
A,~ ~,~ ~ A R:
n ra:
x .Pt
R
i8 ,. 7

City Council - Successor Agency - Housing AuthorityJanuary 16, 2024

City Council - Successor Agency - Housing Authority
January 16, 2024