RESOLUTION NO. 2024-51
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GONZALES
APPROVING A TELECOMMUNICATIONS EASEMENT AGREEMENT BETWEEN
THE CITY OF GONZALES AND TPA VI, LLC, CONCERNING THE ACQUSITION
OF LEASE AGREEMENTS WITH VERIZON AND T-MOBILE FOR CELLULAR TOWER SITES ON THE CITY WATER TOWER AT 700 5TH STREET
WHEREAS, the City currently has two cellular tower lease agreements, one each with Verizon and T-Mobile, for wireless communication facilities on the City’s Water Tower located at 700 5th Street; and
WHEREAS, the City has the opportunity to maximize the value of these assets with an up-front one-time lump-sum lease payment, rather than smaller monthly payments over time, by selling its lease rights to a qualified outside party; and WHEREAS, per Council approval, Consultant SteepSteel, LLC marketed the aforesaid leases on behalf of the City to prospective, highly qualified bidders and thereafter began negotiations based on the best response received from TowerPoint Acquisitions, LLC; and WHEREAS, on May 6, 2024, the Council approved Resolution No. 2024-13 authorizing the City Manager to enter into a Letter of Intent with TowerPoint related to the prepayment of lease agreements with Verizon and T-Mobile and authorizing negotiation of an Easement Agreement for lease prepayment; and
WHEREAS, City has been able to negotiate the essential terms and conditions of an Easement Agreement with TowerPoint (DBA “TPA VI, LLC.”) for a 55-year term for a purchase price of $1,425,000.00; and
WHEREAS, by the terms of the Easement Agreement, TowerPoint will be entitled to collect and retain lease payments from Verizon and T-Mobile on a monthly basis. They will also have the right to seek replacement leases should the leases with Verizon and/or T-Mobile terminate, and to seek additional cellular users for the Water Tower, with the City receiving 60% of new revenues; and
WHEREAS, although the Agreement is not in final form, time is of the essence in this matter and Staff is requesting that the Council approve the Easement Agreement as to substantial form and content, with direction and authority being provided to the City Manager to execute the document once it has been determined by the Manager, Finance Director and City Attorney to be in acceptable final form.
NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Gonzales hereby approves an Easement Agreement between the City of Gonzales and TPA VI, LLC, a copy of which is attached hereto as Exhibit A and by this reference incorporated herein, as to substantial form and content and hereby authorizes and provides direction to the City Manager to execute the Agreement once it has been determined by the Manager, Finance Director and City Attorney to be in acceptable final form.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Gonzales duly held on the 22nd day of July, 2024, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSTAIN: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
Jose L. Rios, The Honorable Mayor
ATTEST:
Mary Villegas, Deputy City Clerk
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Record and Return to:
Joseph Mangus
TitleVest Agency, LLC
110 E. 42nd Street, 10th Floor
New York, NY 10017
TitleVest Title No.: TCA939399
Prepared by:
TPA VI. LLC
1170 Peachtree Street, Suite 1650
Atlanta, GA 30309
SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE
EASEMENT AGREEMENT
This telecommunication easement and lease assignment agreement (“Agreement”) is made and shall be effective on the ____ day of ____________________, 2024 (“Effective Date”), by and between THE CITY OF GONZALES (“Grantor”) and TPA VI. LLC, a Delaware limited liability company (“Grantee”).
1. Grantor’s Property and the Telecom Tenant Lease. Grantor represents and warrants that it holds fee simple title to certain real property located at 700 5th Street, Gonzales, CA 93926, as more fully described in the legal description attached hereto as Exhibit A (the “Parent Property”). Grantor and TMobile, as successor in interest to Sprint Spectrum Realty Company, L.P. and GTE Mobilnet of California Limited Partnership d/b/a Verizon Wireless (the “Telecom Tenant”) are parties to that certain lease agreement, including all amendments and modifications thereto, cited in Exhibit B and incorporated by reference herein (the “Telecom Tenant Lease”).
2. Grant of Easement. For the sum of TEN AND NO/100 DOLLARS and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge as paid on or about the Effective Date along with the purchase price pursuant to the settlement statement executed contemporaneously with this Agreement (“Purchase Price”), Grantor grants and conveys unto Grantee, its successors and assigns, an exclusive easement (subject to the Telecom Tenant Lease) for the Permitted Use defined herein, together with a non-exclusive access easement for ingress and egress to and from the exclusive easement, seven days per week, twenty-four hours per day and a non-exclusive utility easement to install, replace and maintain utilities servicing the exclusive easement, including, but not limited to the installation of power and telephone service cable, wires, switches, boxes and the like as may be required by the Permitted Use (collectively “Easement” as further described in Exhibit C). Grantor shall permit Grantee, Easement Tenant(s) (as hereinafter defined), and any of their affiliates, customers, tenants, subtenants, lessees, sublessees, licensees, successors and/or assigns
EXHIBIT A
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together with any of the employees, contractors, consultants, and or agents of the foregoing to use the Easement for the installation, construction, operation, maintenance, repair, modification, relocation, replacement and removal of improvements and equipment (“Equipment”) for the facilitation of telecommunications and other related uses consistent with any uses permitted by the Telecom Tenant Lease (“Permitted Use”). Grantor represents that there is no pending or threatened action that would adversely affect Grantor’s ability to enter into this Agreement or grant the Easement and that entering into this Agreement will not violate or conflict with any provision of Grantor’s organizational documents (if Grantor is an organization) or conflict with the provisions of any agreement to which Grantor is a party. Grantor further represents and warrants that Grantee shall have peaceful and quiet possession and enjoyment of the Easement during the term of this Agreement without any disturbance of Grantee’s possession or Permitted Use hereunder. Grantee shall use commercially reasonable efforts to enforce the obligations of each Easement Tenant to comply with applicable law.
3. Term. Commencing on the Effective Date, the term of this Agreement and the Easement shall be for fifty (55) years (the “Term”) and this Agreement and the Easement shall terminate on _________________, 2079. Upon notice to Grantor as provided herein, Grantee may surrender the Easement to Grantor and execute such documents reasonably required to terminate the Agreement and the Easement. Grantor may not unilaterally terminate the Agreement or Easement, but if the Easement is not used for the Permitted Use for a period of three (3) years the Easement shall be deemed abandoned and shall terminate upon Grantor’s notice of such default to Grantee as provided herein. Sections 12 and 13 shall survive expiration or termination of this Agreement, subject to applicable law.
4. Assignment of Lease, Renewal and Right of Replacement. Grantor hereby assigns to Grantee all of Grantor’s right, title and interest in the Telecom Tenant Lease for the Term, including the right to renew the Telecom Tenant Lease throughout the Term. Except as provided herein, Grantee agrees to assume all of Grantor’s rights and obligations under the Telecom Tenant Lease. If Telecom Tenant is obligated under the Telecom Tenant Lease to pay to Grantor any fees (other than base rent and any escalations thereto) for the purpose of utility service or access or tax reimbursement, Grantor shall continue to be entitled to such fees, although Grantee may collect and distribute same to Grantor. Grantor shall continue to perform all obligations of the lessor under the Telecom Tenant Lease which relate to the use, ownership, and maintenance of the Parent Property so that Grantee may fulfill all the obligations under the Telecom Tenant Lease without breaching any provision therein, including, but not limited to, Grantor maintaining the Parent Property in a commercially reasonable condition to allow the Permitted Use of the Easement. Grantor shall not maintain the equipment or installations of any Easement Tenant (hereinafter defined), but shall be responsible and liable for the maintenance of the Water Tower (hereinafter defined) in compliance with any and all applicable laws, statutes, rules and regulations, including but not limited to, those rules and regulations, promulgated by the FCC and FAA regarding painting, marking and lighting of the Water Tower. Grantor represents and warrants that it has delivered to Grantee true and correct copies of the Telecom Tenant Lease and that Grantor owns 100% of the lessor/landlord’s interest in the Telecom Tenant Lease, including the right to collect all rent thereunder.
To the best of Grantor’s knowledge, no party to the Telecom Tenant Lease has breached or is in default of their respective obligations under the Telecom Tenant Lease and no party has requested or discussed a modification or termination of the Telecom Tenant Lease. If during the Term the Telecom Tenant terminates the Telecom Tenant Lease or otherwise vacates the Parent Property, Grantee may lease all or a portion of the Easement to a replacement telecommunications tenant (“Replacement Telecom Tenant”) on terms consistent with the Telecom Tenant Lease and such Replacement Telecom Tenant shall occupy the Easement rather than locating on other portions of the Parent Property (“Replacement Telecom Tenant Lease”). The terms and conditions of any Replacement Telecom Tenant Lease shall be consistent with the terminated Telecom Tenant Lease and no Replacement Telecom Tenant Lease shall include any new or additional obligation of the Grantor and no terms shall be more adverse to Grantor than the replaced Telecom Tenant Lease. Additionally, Grantee shall use commercially reasonable efforts to have any Replacement Telecom Tenant Lease Asset File #: Page 3 of 12
include a requirement that Grantor shall have the right to review and approve construction plans prior to commencement of initial construction, such approval not to be unreasonably conditioned, delayed, denied or withheld and without further compensation owed to Grantor. Approval shall be deemed given by Grantor where Grantor has failed to respond at all within thirty (30) calendar days of Grantor’s receipt of such construction plans.
5. Rent Sharing. When a new telecommunications tenant (“Rent Share Tenant”), other than a Replacement Telecom Tenant, executes a lease for space within the Easement outside the Telecom Tenant or Replacement Telecom Tenant lease premises and commences rent payment, Grantee will collect such rent with Grantee retaining forty percent (40%) of the rent collected and Grantee remitting sixty percent (60%) of the rent collected to Grantor. Notwithstanding the foregoing, Grantee shall be entitled to collect and retain rent from all telecommunications tenants within the Easement in an amount equal to the rent scheduled in the existing Telecom Tenant Lease and any Replacement Telecom Tenant Lease, including scheduled escalators. Grantee is permitted and authorized to enter into leases with Rent Share Tenants subject to the requirements for leasing to Replacement Telecom Tenants as set forth in Section 4.
6. Right of First Refusal. Grantor grants to Grantee the right to acquire through assignment, purchase, or other means any lease or similar conveyance for telecommunications purposes in which Grantor retains an interest outside the Easement (“Grantor’s Lease”). Grantor shall deliver to Grantee, a copy of any offer to purchase an interest in Grantor’s Lease. Grantee shall have thirty (30) business days to match the terms of any offer by delivering written notice of Grantee’s intent to match the offer.
7. Cooperation and Non-interference. Grantor hereby agrees to cooperate with Grantee, and Telecom Tenant, Rent Share Tenant and/or Replacement Telecom Tenant (collectively, “Easement Tenants”) in obtaining all licenses, permits or authorizations from all applicable governmental and/or regulatory entities and in acquiring any necessary upgrades to or relocation of utility service to support the Permitted Use. Notwithstanding the foregoing, any such land use application, permit, license or other document submitted shall be subjected to the standard review process and may ultimately be approved or denied by the governmental authority vested in connection with the authority to approve or deny such submittal. Grantor’s cooperation shall be at no cost to Grantor and without requiring payment of additional rent or fees by Grantee or Easement Tenants. Grantor shall not interfere with any construction in the Easement so long as such construction is to support the Permitted Use and is proceeding pursuant to a building permit or other required municipal or governmental approvals.
Grantor shall not, nor shall Grantor permit its lessees, licensees, employees, invitees or agents to, use any portion of the Parent Property or the Easement in a way which materially interferes with the operations of the Easement Tenants who shall have peaceful and quiet possession and enjoyment of the Easement. Grantor may not directly or indirectly induce, invite, or conspire to induce or invite any Easement Tenants to use or lease space in direct competition with the Easement. Notwithstanding anything contained herein to the contrary, no right of Grantee nor duty of Grantor shall interfere with Grantor’s duty to provide for the health, safety and welfare of Grantor’s citizens. Grantee shall cooperate with Grantor in Grantor’s access to the Water Tower for maintenance and repair and shall use commercially reasonable efforts to enforce maintenance and temporary relocation provisions of the Easement Tenant pursuant to the applicable Easement Tenant lease.
8. Assignment. Grantee may pledge, assign, mortgage, grant a security interest, or otherwise encumber its interest created by this Agreement. Grantee may freely assign this Agreement in part or in its entirety, and any or all of its rights hereunder, including the right to receive rent payments subject to the consent requirements of this section. Grantee and Grantor hereby expressly agree that Grantee has the right, (i) in its sole discretion and without the prior consent of Grantor, to assign its interest in this Agreement to any person or entity (a) with a net worth or market capitalization comparable to that of Grantee, (b) that is a wireless telecommunications provider, (c) whose primary business is the operation of Asset File #: Page 4 of 12
telecommunications tower sites or rooftop antenna sites on a national scale, or (d) that controls, is controlled by or is under common control with Grantee; and (ii) to assign its interest in this Easement to any other person or entity with the prior written consent of Grantor, which consent shall not be unreasonably withheld, hindered or delayed. Upon the absolute assumption of such assignee of all of the obligations of Grantee under this Agreement, then Grantee will be relieved of all obligations and liabilities hereunder. An assignment of this Agreement shall not be deemed a termination.
9. Taxes and Other Obligations. Except as provided for in the applicable Easement Tenant Lease or otherwise herein, all taxes and other obligations that are or could become liens against the Parent Property or any subdivision of the Parent Property containing the Easement, whether existing as of the Effective Date or hereafter created or imposed, shall be paid by Grantor prior to delinquency or default.
Grantor shall be solely responsible for payment of all taxes and assessments now or hereafter levied, assessed or imposed upon the Parent Property, or imposed in connection with the execution, delivery, performance or recordation hereof, including without limitation any sales, income, documentary or other transfer taxes. If Grantor fails to pay when due any taxes or other obligations affecting the Parent Property, Grantee shall have the right but not the obligation to pay such and demand payment therefor from Grantor, which payment Grantor shall make within ten (10) days of such demand by Grantee.
Nothing herein shall diminish any right of Grantor for tax reimbursement directly from any Easement Tenant, as may be provided for in the applicable Easement Tenant Lease. Each new Easement Tenant Lease shall require the Easement Tenant to be responsible for all ad valorum taxes, non-ad valorum assessments and personal property taxes resulting from the Easement Tenant’s Lease. Notwithstanding anything here to the contrary, so long as the named Grantor City of Gonzales, California or any other tax-exempt agency shall be a party to this Agreement and shall be exempt from taxation, Grantor the City of Gonzales, California or any other tax-exempt agency shall have no obligation hereunder to pay any taxes or assessments on the Parent Parcel or this Easement and nothing herein shall be deemed a waiver of the City of Gonzales, California’s or any other tax-exempt agency’s tax-exempt status
10. Insurance. During the Term, Easement Tenants shall maintain general liability insurance as required under their respective lease and Grantee shall use commercially reasonable efforts to have Easement Tenant include Grantor as an additional insured on all such policies. In the event an Easement Tenant will not agree to include Grantor as an additional insured under such general liability insurance policy, then Grantee shall include Grantor as an additional insured under Grantee’s general liability insurance policy. Grantor shall maintain any insurance policies in place on the Parent Property or as required under the Telecom Tenant Lease.
11. Subordination and Non-Disturbance. Grantee agrees to subordinate this Agreement to any existing or future mortgage or deed of trust on the Parent Property ("Security Instrument"), provided the beneficiary or secured party ("Secured Party") under the Security Instrument agrees for itself and its successors in interest and assigns that Grantee's rights under this Agreement and rights to the Easement shall remain in full force and effect and shall not be affected or disturbed by the Secured Party in the exercise of Secured Party's rights under the Security Instrument during the Term, including Grantee's right to collect and retain, in accordance with the terms of this Agreement, all rents, fees and other payments due from Easement Tenants. Such non-disturbance agreement must apply whether Secured Party exercises its rights under the Security Instrument, including foreclosure, sheriff's or trustee's sale under the power of sale contained in the Security Instrument, and any other transfer, sale or conveyance of Grantor's interest in the Parent Property under peril of foreclosure, including, without limitation to the generality of the foregoing, an assignment or sale in lieu of foreclosure.
12. Mutual General Indemnification. Grantor and Grantee shall each indemnify and hold harmless the other against any and all claims, damages, costs and expenses (including reasonable attorney’s fees and disbursements) caused by or arising out of the indemnifying party’s breach of this Agreement or the negligent acts or omissions or willful misconduct on the Parent Property by the indemnifying party or Asset File #: Page 5 of 12
the employees, agents, or contractors of the indemnifying party. Any requirements of Grantor in this Section 11 are only to any limits set forth under applicable state law.
13. Environmental Representations and Indemnification.
a. Grantor represents and warrants that, to the best of Grantor’s knowledge, no pollutants or other toxic or hazardous substances, as defined under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. 9601 et seq., or any other federal or state law, including any solid, liquid, gaseous, or thermal irritant or contaminant, such as smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste (including materials to be recycled, reconditioned or reclaimed) (collectively, “Hazardous Substances”) have been, or shall be discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape or migrate (collectively referred to as the “Release”) on or from the Parent Property.
Neither Grantor nor Grantee shall introduce or use any Hazardous Substances on the Parent Property or the Easement in violation of any applicable federal, state or local environmental laws.
b. Grantor and Grantee each agree to defend, indemnify, and hold harmless the other from and against any and all administrative and judicial actions and rulings, claims, causes of action, demands and liability including, but not limited to, damages, costs, expenses, assessments, penalties, fines, cleanup, remedial, removal or restoration work required by any governmental authority, losses, judgments and reasonable attorneys’ fees that the indemnified party may suffer or incur due to the existence or discovery of any Hazardous Substances on the Parent Property caused by the other party. Grantee shall not be responsible for and shall not defend, indemnify or hold harmless Grantor for any Release of Hazardous Substances on or before the Effective Date. Any requirements of Grantor in this Section 12(b) are only to any limits set forth under applicable state law.
14. Dispute Resolution and Notice.
a. Jurisdiction and venue under this Agreement shall be in the state and county the Parent Property is located. The parties may enforce this Agreement and their rights under applicable law, and may seek specific performance, injunction, appointment of a receiver and any other equitable rights and remedies available under applicable law. Money damages may not be an adequate remedy for the harm caused to Grantee by a breach or default by Grantor hereunder, and each party waives the posting of a bond. Except for Grantee’s failure to remit any Rent Share Tenant rents pursuant to Section 5 herein, damages as against Grantee shall be limited to an amount equal to the amount of Purchase Price received by Grantor under this Agreement, in addition to any insurance settlement which may have effect. The prevailing party shall be entitled to an award of its reasonable attorney fees and costs. Neither party shall be liable to the other for consequential, indirect, speculative or punitive damages. Nothing contained herein shall be deemed to prevent Grantor from seeking a separate claim for damages against Easement Tenant.
b. The non-defaulting party shall provide written notice of a default under this Agreement, not more than thirty (30) days from discovery of the default. From the date of such notice, the defaulting party shall have thirty (30) days to cure the default, unless the default cannot be reasonably cured within thirty (30) days in which case the defaulting party shall have such additional time as necessary to cure the default so long as the defaulting party has used commercially reasonable efforts to cure the default and is diligently pursuing completion of the cure, but in no case shall the cure period be longer than sixty (60) days.
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c. All communications shall be delivered by certified mail, return receipt requested or a nationally recognized overnight courier to the address beneath each party’s signature block or such other address as advised to the other party pursuant to this Section. Notice shall be deemed given upon receipt if by certified mail, return receipt requested or one (1) business day following the date of sending, if sent by nationally recognized overnight courier service or upon attempted delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for accomplishing delivery.
15. Miscellaneous.
a. The terms and conditions of the existing Telecom Tenant Lease shall govern over any conflicting term of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Grantor and Grantee acknowledge that this Agreement is subject and subordinate to the Telecom Tenant Lease.
b. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the parties to this Agreement. It is the intention of the parties hereto that all of the various rights, obligations, restrictions and easements created in this Agreement shall run with the Parent Property upon which the Easement is located and be binding upon all future owners and lessees of the Parent Property and all persons claiming under them for the Term.
c. Casualty and Condemnation. In the event of any casualty or condemnation of the Easement in whole or in part, Grantee shall be entitled to receive any insurance proceeds or condemnation award attributable to the value of the Easement.
d. Bankruptcy. Grantee does not consent to rejection in bankruptcy, and Grantor shall provide notice and a copy of any bankruptcy or related filing to Grantee and Grantee’s Lender. d. Severability. If any provision contained in this Agreement (or any portion of such provision) shall be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or any portion of any such provision.)
e. Counterparts. This Agreement may be executed in separate counterparts with each counterpart deemed an original and all of which together shall constitute a single agreement. f. Entire Agreement. This Agreement and any documents, certificates, instruments and agreements referred to herein constitute the entire agreement between Grantor and Grantee.
Without limiting the generality of the foregoing, Grantor acknowledges that it has not received or relied upon any advice of Grantee or its representatives regarding the merits or tax consequences of this Agreement.
[Signature pages and exhibits follow.]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date on page one above.
GRANTOR: CITY OF GONZALES
_______________________________________________
Carmen Gil, City Manager
Grantor Notice Address:
City of Gonzales
147 Fourth Street
Gonzales, California 93926666
Attention: City Manager
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}ss.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date on page one above.
GRANTEE: TPA VI. LLC
_______________________________________________
Jesse M. Wellner, Chief Executive Officer
Grantee Notice Address:
TPA VI. LLC
1170 Peachtree Street, Suite 1650
Atlanta, GA 30309
Attn: Chief Executive Officer
With a copy to:
TPA VI. LLC
1170 Peachtree Street, Suite 1650
Atlanta, GA 30309
Attn: General Counsel
STATE OF GEORGIA
COUNTY OF FULTON
On this ____ day of __________________, 2024, before me, the undersigned notary public, personally appeared Jesse M. Wellner, and proved to me through satisfactory evidence of identification, which was personal knowledge/driver’s license/passport/ ________ (circle one), to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as Chief Executive Officer of TPA VI. LLC. ________________________________
{affix notary seal or stamp} Notary Public
My Commission Expires:
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EXHIBIT A
LEGAL DESCRIPTION OF THE PARENT PROPERTY
Real property in the City of Gonzales, County of Monterey, State of California described as follows:
Beginning at a point in the Southeastern line of Fifth Street, commonly known as Johnson Canyon County Road, distant therein northeasterly five-hundred-twenty (520) feet from the northwestern corner of the Gonzales Grammar School Lot described in the deed of conveyance thereof recorded Official Records Monterey County Vol. 33 at page 68 and thence running S. 44° 19' E. one-hundred (100) feet; thence northeasterly parallel to said street line one-hundred (100) feet; thence to N. 44°19' W one-hundred (100) feet to said street line; thence southwesterly along said street one-hundred (100) feet to the point of beginning, being a portion of Rincon De La Punta Del Monte Rancho.
APN: 020-133-001-000
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EXHIBIT B
TELECOM TENANT LEASE
1) That certain Communications Facility Site Lease dated October 26, 2001, by and between City of Gonzales, a California municipal corporation and Sprint Spectrum L.P., a Delaware limited partnership, as evidenced by that certain Memorandum of Agreement recorded in Document No. 2001105745 of the Monterey County Recorder’s Office. As amended by that certain First Amendment to Communications Facility Site Lease dated September 9, 2014, by and between City of Gonzales, a California municipal corporation and Sprint Spectrum Realty Company L.P., a Delaware limited partnership. 2) That certain Communications Facility Site Lease dated October 29, 2004, by and between City of Gonzales, a California municipal corporation and GTE Mobilnet of California Limited Partnership d/b/a Verizon Wireless, as evidenced by that certain Memorandum of Lease recorded in Document No. 2004121726 of the Monterey County Recorder’s Office. As amended by that certain First Amendment to Communications Facility Site Lease dated September 6, 2011, by and between the aforesaid parties. As further amended by that certain Second Amendment to Communications Facility Site Lease dated November 4, 2014, by and between the aforesaid parties
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EXHIBIT C
EASEMENT AREA DESCRIPTION
In the event of a discrepancy between the area actually occupied by the existing Telecom Tenant’s equipment and the area described below, the described area shall be understood to also include any portion of the actual used area not captured by the description or as may have been granted to the existing Telecom Tenant that is currently outlined in each Telecom Tenant Lease referenced in Exhibit B. Grantor or Grantee may elect to engage a professional surveyor, the product of which may be substituted upon Purchaser acceptance for the contents herein. The part of the Parent Property described in Exhibit B hereto, on which any equipment exists on the Effective Date together with the portion of the Parent Property used and leased by Grantor as the existing Telecom Tenant lease premises under the Telecom Tenant Lease including but not limited as follows:
Exclusive Easement Area:
Water Tower Location:
Upon that certain property identified on Exhibit A attached hereto, installed and attached to the land and property is that certain existing municipal water tower built which is installed on the Parent Property (“Water Tower”). The Easement area shall include the entire exterior of the Water Tower and the location of all Easement Tenant equipment installed on the ground beneath and around the Water Tower.
Also and including, that certain portion of the Parent Property located at what is commonly known as 700 5th Street, Gonzales, CA 93926, that is co-extensive with the area leased under each Telecom Tenant Lease referenced in Exhibit B attached hereto.
Expanded Easement Area for Additional Telecommunications Tenant(s) That certain additional easement area for attachment of antennas to the exterior of the Water Tower along with equipment ground space on the Parent Property measuring the equivalent total of five hundred (500) square feet in a location to be determined by the telecommunications tenant(s) collocating on the Water Tower with such location approved by the Grantor, such approval not to be unreasonably withheld, conditioned or delayed.
NON-EXCLUSIVE UTILITY EASEMENT and NON-EXCLUSIVE ACCESS EASEMENT SPACE The part of the Parent Property, described in Exhibit B hereto, on which any equipment exists on the Effective Date together with the portion of the Parent Property used by utility providers and leased by Landlord as the existing Telecom Tenant lease premises under each Telecom Tenant Lease including but not limited as follows:
Utilities and Telecommunications. Grantee is herein granted, consistent with the existing Telecom Tenant Leases, a non-exclusive easement in, to, under and over the portions of the Parent Property for ingress and egress to the Easement, shaft ways, chase ways, soffits, risers, columns, crawl spaces, rafters, or any other space for placement of cables, wiring, etc., which is necessary to install, operate and maintain the telecommunications equipment and/or personal property, together with the right to use such easement for the development, repair, maintenance and removal of utilities and/or cables providing service to the Easement and any related activities and uses.
Access. Grantee is herein granted, consistent with the existing Telecom Tenant Lease, all rights of ingress and egress to and from the Easement, across the Parent Property described in Exhibit A hereto, providing access to a publicly dedicated roadway, along with the right to use such access easement for the development, repair, maintenance and removal of utilities providing service to the Easement and any related activities and uses.
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