THE FIRST AMENDMENT TO LEASE
This First Amendment to Lease (this "Amendment") is made effective as of the latter signature date hereof (the "Effective Date") by and between City of Lancaster, a Municipal Corporation ("Landlord") and Los Angeles SMSA Limited Partnership, a California Limited Partnership d/b/a Verizon Wireless ("Tenant") (Landlord and Tenant being collectively referred to herein as the "Parties").
RECITALS
WHEREAS, Landlord owns the real property described on Exhibit A attached hereto and by this reference made a part hereof (the "Parent Parcel"); and
WHEREAS, Landlord (or its predecessor-in-interest) and Tenant (or its predecessor-in-interest) entered into that certain Lease dated May 1, 2001 (as the same may have been amended, collectively, the "Lease"), pursuant to which the Tenant leases a portion of the Parent Parcel and is the beneficiary of certain easements for access and public utilities, all as more particularly described in the Lease (such portion of the Parent Parcel so leased along with such portion of the Parent Parcel so affected, collectively, the "Leased Premises"), which Leased Premises is also described on Exhibit A; and WHEREAS, Tenant, Verizon Communications Inc., a Delaware corporation, and other parties identified therein, entered into a Management Agreement and a Master Prepaid Lease, both with an effective date of March 27, 2015 and both with ATC Sequoia LLC, a Delaware limited liability company ("American Tower"), pursuant to which American Tower subleases, manages, operates and maintains, as applicable, the Leased Premises, all as more particularly described therein; and WHEREAS, Tenant has granted American Tower a limited power of attorney (the "POA") to, among other things, prepare, negotiate, execute, deliver, record and/or file certain documents on behalf of Tenant, all as more particularly set forth in the POA; and
WHEREAS, Landlord and Tenant desire to amend the terms of the Lease to extend the term thereof and to otherwise modify the Lease as expressly provided herein.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. One-Time Payment. Tenant shall pay to Landlord a one-time payment in the amount of Twenty Thousand and No/100 Dollars ($20,000.00), payable within thirty (30) days of the Effective Date and subject to the following conditions precedent: (a) Tenant's receipt of this Amendment executed by Landlord, on or before February 15, 2021; (b) Tenant's confirmation that Landlord's statements as further set forth in this Amendment are true, accurate, and complete, including verification of Landlord's ownership; (c) Tenant's receipt of any documents and other items reasonably requested by Tenant in order to effectuate the transaction and payment contemplated herein; and (d) receipt by Tenant of an original Memorandum (as defined herein) executed by Landlord.
Lease Term Extended. Notwithstanding anything to the contrary contained in the Lease or this Amendment, the Parties agree the Lease originally commenced on May 1, 2001 and, without giving effect to the terms of this Amendment but assuming the exercise by Tenant of all remaining renewal options contained in the Lease (each an "Existing Renewal Term" and, collectively, the "Existing Renewal Terms"), the Lease is otherwise scheduled to expire on April 30, 2031. In addition to any Existing Renewal Term(s), the Lease is hereby amended to provide Tenant with the option to extend the Lease for each of six (6) additional five (5) year renewal terms (each a "New Renewal Term" and, collectively, the "New Renewal Terms"). Notwithstanding anything to the contrary contained in the Lease, as modified by this Amendment, (a) all Existing Renewal Terms and New Renewal Terms shall ATC Site No: 411516
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automatically renew unless Tenant notifies Landlord that Tenant elects not to renew the Lease at least sixty (60) days prior to the commencement of the next Renewal Term (as defined below) and (b) Landlord shall be able to terminate the Lease only in the event of a material default by Tenant, which default is not cured within sixty (60) days of Tenant's receipt of written notice thereof, provided, however, in the event that Tenant has diligently commenced to cure a material default within sixty (60) days of Tenant's actual receipt of notice thereof and reasonably requires additional time beyond the sixty (60) day cure period described herein to effect such cure, Tenant shall have such additional time as is necessary (beyond the sixty [60] day cure period) to effect the cure. References in this Amendment to "Renewal Term" shall refer, collectively, to the Existing Renewal Term(s) and the New Renewal Term(s).
The Landlord hereby agrees to execute and return to Tenant an original Memorandum of Lease in the form and of the substance attached hereto as Exhibit B and by this reference made a part hereof (the "Memorandum") executed by Landlord, together with any applicable forms needed to record the Memorandum, which forms shall be supplied by Tenant to Landlord.
3. Rent. The Parties hereby acknowledge and agree that the rent payable from Tenant to Landlord under the Lease is and shall remain One Thousand Eight Hundred and No/100 Dollars ($1,800.00) per month (the "Rent"), except as the same may increase as provided in Section 4 of this Amendment. In the event of any overpayment of Rent prior to or after the Effective Date, Tenant shall have the right to deduct from any future Rent payments an amount equal to the overpayment amount. Notwithstanding anything to the contrary contained in the Lease, all Rent and any other payments expressly required to be paid to Landlord under the Lease shall be paid to LANCASTER CA by Tenant.
Option to Expand Leased Premises. Landlord hereby grants to Tenant and/or American Tower an irrevocable option (the "Option") to expand the Leased Premises to include an additional three hundred thirty-six (336) square feet contiguous to the Leased Premises (the "Option Area"), the proposed, approximate shape and location of which are described and/or depicted on Exhibit A. The Option may be exercised by Tenant and/or American Tower, in Tenant's and/or American Tower's sole and absolute discretion, at any time during the term of the Lease (as the same may be extended from time to time) and for no additional consideration paid to Landlord, other than as expressly stated herein. In connection with this option to expand, Tenant and/or American Tower, their agents, employees, and independent contractors, shall have the right to enter upon that portion of the Parent Parcel lying beyond the Leased Premises at any time for purposes of evaluating the land and to perform (or cause to be performed) test borings of the soil, environmental audits, engineering studies and to conduct a survey. Said right of Tenant and/or American Tower shall include, without limitation, the right to clear trees, brush and other obstructions which may interfere, in Tenant's and/or American Tower's sole discretion, with Tenant's and/or American Tower's ability to conduct such evaluation activities. Landlord agrees to execute and deliver to Tenant, within thirty (30) days of receipt from Tenant, an amendment to the Lease to reflect the addition of the Option Area and an original, recordable memorandum, together with any applicable forms needed to record the memorandum. Tenant agrees that, commencing with the first rental payment due following: (i) the full execution of such amendment and memorandum and (ii) the date on which T-Mobile ("TMO") or any subsidiary, parent or affiliate of TO begins using the Option Area, Tenant shall pay to Landlord Three Hundred and No/100 Dollars ($300.00) ("Additional Rent") per month for use of the Option Area. Commencing on the first annual anniversary of the initial payment of Additional Rent, and on each successive annual anniversary thereof, Additional Rent due under the Lease shall increase by an amount equal to three percent (3%) of the then current Additional Rent. Provided, however, if TO or any subsidiary, parent or affiliate of TMO ceases using the Option Area, Tenant's obligation to pay Additional Rent shall also cease, and all right and title to the land constituting the Option Area shall revert back to Landlord upon Landlord's receipt of recordable release from Tenant and/or American Tower of Tenant's and/or American Tower's interest in the Option Area. Until such time as Tenant and/or American Tower exercises the option to expand described herein, if ever, Landlord hereby agrees to give Tenant and ATC Site No: 411516
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American Tower no less than thirty (30) days notice prior to entering into a lease or other use or occupancy agreement pertaining to any portion of the Parent Parcel. During the foregoing thirty 30) day period, Tenant and/or American Tower may elect to conclusively designate the shape and location of the Option Area by written notice to Landlord, in which case such Option Area would no longer be available for Landlord to lease to a third party. For the avoidance of doubt, Section 16 of the Lease shall not apply to TO or any subsidiary, parent or affiliate of TMO, and Tenant and/or American Tower shall not pay to Landlord any Bonus Rent (as defined in Section 16 of the Lease) in connection with use of the Option Area by TMO or any subsidiary, parent or affiliate of TMO.
5. Landlord and Tenant Acknowledgments. Except as modified herein, the Lease and all provisions contained therein remain in full force and effect and are hereby ratified and affirmed. In the event there is a conflict between the Lease and this Amendment, this Amendment shall control. The Parties hereby agree that no defaults exist under the Lease. Landlord hereby acknowledges and agrees that Tenant shall not need consent or approval from, or to provide notice to, Landlord for any future activities at or uses of the Leased Premises, including, without limitation, subleasing and licensing to additional customers, installing, modifying, repairing, or replacing improvements within the Leased Premises, and/or assigning all or any portion of Tenant's interest in the Lease, as modified by this Amendment.
Provided, however, any activities or uses are subject to all applicable requirements imposed by law or municipal code. Tenant and Tenant's sublessees and customers shall have vehicular (specifically including truck) and pedestrian access to the Leased Premises from a public right of way on a 24 hours per day, 7 days per week basis, together with utilities services to the Leased Premises from a public right of way. Upon request by Tenant and at Tenant's sole cost and expense and for no additional consideration to Landlord, Landlord hereby agrees to promptly execute and return to Tenant building permits, zoning applications and other forms and documents, including a memorandum of lease, as required for the use of the Leased Premises by Tenant and/or Tenant's customers, licensees, and sublessees. Provided, however, the foregoing shall not be deemed to impose any obligations on Landlord in its capacity as a governmental authority with respect to its review and approval of such building permits, zoning applications and other forms and documents. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment.
6. l Landlord Statements. Landlord hereby represents and warrants to Tenant that: (i) to the extent applicable, Landlord is duly organized, validly existing, and in good standing in the jurisdiction in which Landlord was organized, formed, or incorporated, as applicable, and is otherwise in good standing and authorized to transact business in each other jurisdiction in which such qualifications are required; (ii) Landlord has the full power and authority to enter into and perform its obligations under this Amendment, and, to the extent applicable, the person(s) executing this Amendment on behalf of Landlord, have the authority to enter into and deliver this Amendment on behalf of Landlord; (iii) no consent, authorization, order, or approval of, or filing or registration with, any governmental authority or other person or entity is required for the execution and delivery by Landlord of this Amendment; (iv) Landlord is the sole owner of the Leased Premises and all other portions of the Parent Parcel; (v) to the best of Landlord's knowledge, there are no agreements, liens, encumbrances, claims, claims of lien, proceedings, or other matters (whether filed or recorded in the applicable public records or not) related to, encumbering, asserted against, threatened against, and/or pending with respect to the Leased Premises or any other portion of the Parent Parcel which do or could (now or any time in the future) adversely impact, limit, and/or impair Tenant's rights under the Lease, as amended and modified by this Amendment; (vi) so long as Tenant performs its obligations under the Lease, Tenant shall peaceably and quietly have, hold and enjoy the Leased Premises, and Landlord shall not act or permit any third person to act in any manner which would interfere with or disrupt Tenant's business or frustrate Tenant or Tenant's customers' use of the Leased Premises and (vii) the square footage of the Leased Premises is the greater of Tenant's existing improvements on the Parent Parcel or the land area conveyed to Tenant ATC Site No: 411516
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under the Lease. The representations and warranties of Landlord made in this Section shall survive the execution and delivery of this Amendment.
7. Notices. The Parties acknowledge and agree that Section 12 of the Lease is hereby deleted in its entirety and is of no further force and effect. From and after the Effective Date the notice address and requirements of the Lease, as modified by this Amendment, shall be controlled by this Section of this Amendment. All notices must be in writing and shall be valid upon receipt when delivered by hand, by nationally recognized courier service, or by First Class United States Mail, certified, return receipt requested to the addresses set forth herein: to Landlord at: Lancaster City Hall, Attn.: City Manager, 44933 N. Fern Avenue, Lancaster CA 93534; to Tenant at: Verizon Wireless, Attn.: Network Real Estate, 180 Washington Valley Road, Bedminster, NJ 07921; with copy to: American Tower, Attn.: Land Management, 10 Presidential Way, Woburn, MA 01801; and also with copy to: Attn.: Legal Dept. 116, Huntington Avenue, Boston, MA 02116. Any of the Parties, by thirty (30) days prior written notice to the others in the manner provided herein, may designate one or more different notice addresses from those set forth above. Refusal to accept delivery of any notice or the inability to deliver any notice because of a changed address for which no notice was given as required herein, shall be deemed to be receipt of any such notice.
8. Counterparts. This Amendment may be executed in several counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, even though all Parties are not signatories to the original or the same counterpart. Furthermore, the Parties may execute and deliver this Amendment by electronic means such as pdf or similar format. Each of the Parties agrees that the delivery of the Amendment by electronic means will have the same force and effect as delivery of original signatures and that each of the Parties may use such electronic signatures as evidence of the execution and delivery of the Amendment by all Parties to the same extent as an original signature.
9. Governing Law. Notwithstanding anything to the contrary contained in the Lease and in this Amendment, the Lease and this Amendment shall be governed by and construed in all respects in accordance with the laws of the State or Commonwealth in which the Leased Premises is situated, without regard to the conflicts of laws provisions of such State or Commonwealth.
10. Waiver. Notwithstanding anything to the contrary contained herein, in no event shall Landlord or Tenant be liable to the other for, and Landlord and Tenant hereby waive, to the fullest extent permitted under applicable law, the right to recover incidental, consequential (including, without limitation, lost profits, loss of use or loss of business opportunity), punitive, exemplary and similar damages.
11. Tenant's Securitization Rights; Estoppel. Landlord hereby consents to the granting by Tenant and/or American Tower of one or more leasehold mortgages, collateral assignments, liens, and/or other security interests (collectively, a "Security Interest") in Tenant's (or American Tower's) interest in the Lease, as amended, and all of Tenant's (or American Tower's) property and fixtures attached to and lying within the Leased Premises and further consents to the exercise by Tenant's (or American Tower's) mortgagee ("Tenant's Mortgagee") of its rights to exercise its remedies, including without limitation foreclosure, with respect to any such Security Interest. Landlord shall recognize the holder of any such Security Interest of which Landlord is given prior written notice (any such holder, a "Holder") as "Tenant" hereunder in the event a Holder succeeds to the interest of Tenant and/or American Tower hereunder by the exercise of such remedies. Landlord further agrees to execute a written estoppel certificate within thirty (30) days of written request of the same by Tenant, American Tower or Holder.
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12. Conflict/Capitalized Terms. The Parties hereby acknowledge and agree that in the event of a conflict between the terms and provisions of this Amendment and those contained in the Lease, the terms and provisions of this Amendment shall control. Except as otherwise defined or expressly provided in this Amendment, all capitalized terms used in this Amendment shall have the meanings or definitions ascribed to them in the Lease. To the extent of any inconsistency in or conflict between the meaning, definition, or usage of any capitalized terms in this Amendment and the meaning, definition, or usage of any such capitalized terms or similar or analogous terms in the Lease, the meaning, definition, or usage of any such capitalized terms in this Amendment shall control. [SIGNATURES COMMENCE ON FOLLOWING PAGE]
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LANDLORD:
City of Lancaster,
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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TENANT:
Los Angeles SMSA Limited Partnership, a
California Limited Partnership d/b/a Verizon Wireless
By: ATC Sequoia LLC, a Delaware limited liability company Title: Attorney-in-Fact
Warol Makeme
Signature:
Print Name: Carol Maxime
Title:
Date: Senior Counsel, US Tower
217/2021
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EXHIBIT A
This Exhibit A may be replaced at Tenant's option as described below.
PARENT PARCEL
Tenant shall have the right to replace this description with a description obtained from Landlord's deed (or deeds) that include the land area encompassed by the Lease and Tenant's improvements thereon.
The Parent Parcel consists of the entire legal taxable lot owned by Landlord as described in a deed (or deeds) to Landlord of which the Leased Premises is a part thereof with such Parent Parcel being described below:
The land referred to herein below is situated in the County of Los Angeles, City of Lancaster: State of California and is described as follows:
That portion of the southeast quarter of Section 28. Township 7 North, Range 12 West. San Bernardino Meridian, in the County of Los Angeles, State of Califorma. according to the official plat of said land.
Lying easterly. northerly and southerly of the Antelope Valley freeway as granted to the State of Californa by deed recorded August 22, 1968 in Book D-4108 Page 445, official records.
Except therefrom the easterly 400 feet measured along the north line of said southeast quarter.
Also except therefrom the southerly 550.48 feet of said southeast quarter.
Said land is shown on a record of survey filed in Book 7 Page 41 of Record of Surveys, in the office of the County Recorder of said county.
Less and Except
That portion of Lot B of Lot Line Adjustments - LLA No. 0143, recorded February 11, 2002 as Document No. 02 0313214, lying North of the North Line of the South 556.48 feet of the Southeast Quarter of Section 28, Township 7 North. Range 12 West, San Bernardino Meridian, in the City of Lancaster, County of Los Angeles, State of California.
Parcel ID #3125-010-915
This being the same property conveyed to City of Lancaster, a Municipal Corporation from Dolores J.
Batz and John A. Batz. her husband. Robert Charles Peltzer and Mary Beth Peltzer. his wife. Thomas Wayne Peltzer and Marsha V. Peltzer, his wife. Janice Diane Penders and Thomas P. Penders. her husband in a deed dated November 22. 1978 and recorded December 29, 1978. as Instrument No. 78- ATC Site No: 411516
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EXHIBIT A (cont.)
LEASED PREMISES
Tenant shall have the right to replace this description with a description obtained from the Lease or from a description obtained from an as-built survey conducted by Tenant.
The Leased Premises consists of that portion of the Parent Parcel as defined in the Lease, which shall include access and utilities easements. The square footage of the Leased Premises shall be the greater of: (i) 1,000 square feet; (ii) Tenant's (and Tenant's customers') existing improvements on the Parent Parcel; or (iii) the legal description or depiction below.
A 0.02 ACRE AREA BEING A PORTION OF THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 7 NORTH, RANGE 12 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND, LYING
EASTERLY, NORTHERLY AND SOUTHERLY OF THE ANTELOPE VALLEY FREEWAY AS GRANTED TO THE STATE OF CALIFORNIA BY DEED RECORDED AUGUST 22, 1968 IN BOOK D-4108 PAGE 445, OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
(NOTE: COORDINATES SHOWN HEREON ARE BASED UPON U.S. STATE PLANE N.A.D.83
COORDINATE SYSTEM CALIFORNIA STATE PLANE COORDINATES ZONE FIVE, DETERMINED BY GPS OBSERVATIONS.)
COMMENCING AT AN EXISTING LEAD AND TACK IN CURB AT THE SOUTHWEST CORNER OF W AVE K-8 AND W. 10TH ST N., HAVING COORDINATES OF N-2,065,303.41', E-6,517,176.98', SAID LEAD AND TACK BEING LOCATED S 05°15'17" E 136.27 FEET FROM AN EXISTING LEAD AND TACK IN CURB AT THE NORTHWEST CORNER OF W. AVE K-8 AND W. 10TH ST N., HAVING COORDINATES OF N-2,065,439.11', E-6,517,164.50'; THENCE S 61°26'04" W 743.63 FEET TO THE POINT OF BEGINNING; THENCE S 00°38'07" E 25.00 FEET TO A POINT; THENCE S 89°21'53" W
40.00 FEET TO A POINT; THENCE N 00°38'07" E 25.00 TO A POINT; THENCE N 89°21'53" E 40.00 FEET TO THE POINT OF BEGINNING, CONTAINING 0.02 ACRES MORE OR LESS.
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EXHIBIT A (cont.)
ACCESS AND UTILITIES
The access and utility easements include all easements of record as well as that portion of the Parent Parcel currently utilized by Tenant (and Tenant's customers) for ingress, egress and utility purposes from the Leased Premises to and from a public right of way, including but not limited to:
AN EASEMENT AREA BEING A PORTION OF THE SOUTHEAST QUARTER OF SECTION 28, TOWNSHIP 7 NORTH, RANGE 12 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND, LYING
EASTERLY, NORTHERLY AND SOUTHERLY OF THE ANTELOPE VALLEY FREEWAY AS GRANTED TO THE STATE OF CALIFORNIA BY DEED RECORDED AUGUST 22, 1968 IN BOOK D-4108 PAGE 445, OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
(NOTE: COORDINATES SHOWN HEREON ARE BASED UPON U.S. STATE PLANE N.A.D.83
COORDINATE SYSTEM CALIFORNIA STATE PLANE COORDINATES ZONE FIVE, DETERMINED BY GPS OBSERVATIONS.)
COMMENCING AT AN EXISTING LEAD AND TACK IN CURB AT THE SOUTHWEST CORNER OF W.
AVE K-8 AND W. 10TH ST N., HAVING COORDINATES OF N-2,065,303.41', E-6,517,176.98', SAID LEAD AND TACK BEING LOCATED S 05°15'17" E 136.27 FEET FROM AN EXISTING LEAD AND TACK IN CURB AT THE NORTHWEST CORNER OF W. AVE K-8 AND W. 10TH ST N., HAVING COORDINATES OF N-2,065,439.11', E-6,517,164.50'; THENCE S 61°26'04" W 743.63 FEET TO A POINT; THENCE S 00°38'07" E 25.00 FEET TO A POINT; THENCE S 89°21'53" W 40.00 FEET TO THE POINT ON BEGINNING; THENCE S 00°38'07" E 25.00 FEET TO A POINT; THENCE N 89°21'53" E
52.59 FEET TO A POINT; THENCE S 12°24'59" E 137.54 FEET TO A POINT; THENCE S 00°18'25" W
19.01 FEET TO A POINT ON THE NORTH FACE OF CURB OF CITY PARK DR (PRIVATE); THENCE N 89°57'28" W 138.70 FEET TO A POINT; THENCE LEAVING THE NORTH FACE OF CURB OF SAID CITY PARK DR S 00°15'33" W 60.84 FEET TO A POINT ON THE SOUTH FACE OF CURB OF SAID CITY PARK DR; THENCE S 89°40'33" E 393.58 FEET TO A POINT ON THE WESTERLY PUBLIC RIGHT-OF-WAY OF SAID CITY PARK DR; THENCE WITH THE WESTERLY PUBLIC RIGHT-OF-WAY OF SAID CITY PARK DR N 00°10'41" W 61.60 FEET TO A POINT; THENCE LEAVING THE WESTERLY PUBLIC RIGHT-OF-WAY OF SAID CITY PARK DR N 89°41'35" W 229.40 FEET TO A POINT ON THE NORTH FACE OF CURB OF SAID CITY PARK DR; THENCE LEAVING THE NORTH FACE OF CURB OF SAID CITY PARK DR N 00°18'25" E 21.79 FEET TO A POINT; THENCE N 12°24'59" W 160.65 FEET TO A POINT; THENCE S 89°21'53" W 72.91 FEET TO THE POINT OF BEGINNING.
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EXHIBIT A (cont.)
OPTION AREA (PROPOSED)
CHAN LINK FENCE
- MONOPIWE MROPOSZA
PRIVACY SLATS GRAVEL SURFACE
N/D I PROPOSED
390(020
TRN '5220-0" ROUND SPAC
TO MATCH EXISTING
BY T-MOBLE
PROPORE
T-6* FENCE
03 ів св
21:0* FENCE & LEASE AREA
12'-0° CATA
39°-0"
40'-0" LEASE AREA
NOTE
BERAPHI SOAlA
1 UNT PTOFEET
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EXHIBIT B
FORM OF MEMORANDUM OF LEASE
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