Agenda Item No: 1.j
PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: December 2, 2025
Submitted by: Andrew Gonzales
From: Development Services
Subject:
LEASE AGREEMENT AMENDMENT WITH LOS ANGELES SMSA LIMITED
PARTNERSHIP DBA VERIZON WIRELESS FOR AN EXISTING WIRELESS FACILITY AT 700 TRUMPET AVENUE (APN: 336-564-01) AKA WAGNER PARK FISCAL IMPACT:
REVENUE: $75,000 ONE-TIME RENT PREPAYMENT; $2,300/MONTH BEGINNING JANUARY 1, 2028, WITH A 10% RENT INCREASE EVERY FIVE YEARS STARTING JULY 1, 2030
Financial Impact:
Fiscal Impact:
Revenue:
$75,000.00 One-Time Rent Prepayment
$ 2,300.00 Monthly Rent (Starting 1/1/2028)
$ 2,530.00 Monthly Rent (7/1/2030)
$ 2,783.00 Monthly Rent (7/1/2035)
$ 3,061.30 Monthly Rent (7/1/2040)
Summary:
Los Angeles SMSA Limited Partnership dba Verizon Wireless currently operates a wireless communication facility at Wagner Park under a communications site lease approved by the City Council in 2015. Vertical Bridge, acting on behalf of Verizon through a master prepaid lease arrangement, has approached the City with a request to amend the existing lease. The proposed amendment to the communications site lease provides for a one-time, upfront rent prepayment of $75,000 covering the period from January 1, 2026 through December 31, 2027. Following the prepaid rent term, Verizon will resume monthly rent payments beginning January 1, 2028 at a rate of $2,300 per month, with scheduled rent escalations of ten percent (10%) every five years starting July 1, 2030.
The amendment also updates administrative provisions including notice and payment addresses, confirms the City’s prior consent to the Vertical Bridge master lease, and retains the existing renewal structure of four (4) additional five-year renewal options. Approval of this amendment will ensure continued wireless coverage at Wagner Park while providing the City with guaranteed near-term revenue and updated lease terms consistent with current industry practices.
Recommendation:
1 Recommended Action: It is recommended that the City Council:
1. Approve an amendment to the existing lease agreement with Los Angeles SMSA Limited Partnership dba Verizon Wireless to operate a wireless communication facility at Wagner Park, in a form approved by the City Attorney, which provides for a one-time $75,000 rent prepayment covering January 1, 2026 through December 31, 2027, establishes updated rent terms beginning January 1, 2028, and maintains four (4) additional five- year renewal options; and
2. Authorize the City Administrator to execute the amendment and applicable documents, in a form approved by the City Attorney.
Strategic Plan Statement:
This item is consistent with the City Council–approved Five Year Strategic Goal 1: Fiscal Stability and Organizational Sustainability, specifically, Objective Number 1.5: Continue seeking ways to diversify the City’s revenue sources to prevent over-reliance on any one source (Measure U/Property Tax).
Discussion:
The City Council previously approved the communications site lease with Los Angeles SMSA Limited Partnership dba Verizon Wireless in 2015, authorizing the construction and operation of a wireless communication facility at Wagner Park. Since that time, the facility has operated successfully as part of the City’s broader wireless infrastructure network, which includes similar installations at Tuffree Hill Park, City Hall, Champions Sports Complex, Kraemer Memorial Park, Koch Park, and Richard Samp Park. Together, these facilities strengthen communitywide wireless coverage and support increasing data capacity demands.
In 2024, Verizon Wireless entered into a master prepaid lease agreement with Vertical Bridge, a national telecommunications infrastructure firm that now administers and manages numerous carrier-owned wireless assets. Under this arrangement, Vertical Bridge has assumed administrative oversight of the Wagner Park facility and has requested City approval of an amendment to the existing communications site lease.
Vertical Bridge’s request is driven in part by significant financial pressures affecting the telecommunications tower industry nationwide. The broader sector is experiencing reduced revenue due to the slowdown of new 5G tower builds, carrier consolidation that eliminates redundant tower sites, increased capital and operational costs, and substantial losses tied to divested legacy fiber assets. These market conditions have similarly impacted wireless facilities in cities throughout the region. Vertical Bridge has indicated that, without an adjustment to the rent structure, continued operation of the Wagner Park site may become financially unviable. The existing Communications Site Lease Agreement already includes an early-termination clause (Section 13) that permits the tenant to terminate upon 30 days’ notice under certain conditions, creating a material risk that the facility could be decommissioned if current financial terms remain unchanged. The proposed amendment is therefore intended to preserve the long-term viability of this essential wireless facility and ensure uninterrupted service to the community.
Lease Amendment Terms
The proposed amendment updates the financial and administrative terms of the existing lease while maintaining all previously approved operational characteristics of the wireless facility.
Key provisions of the amendment include:
A one-time rent prepayment of $75,000, payable on or before January 1, 2026, which 2 satisfies all rent due for the period of January 1, 2026 through December 31, 2027.
Updated monthly rent of $2,300, commencing January 1, 2028, paid in advance.
Rent escalations of 10% every five (5) years, beginning July 1, 2030, ensuring long-term alignment with market conditions.
All other conditions of the original lease remain unchanged, including insurance requirements, access rights, operational standards, and existing site maintenance responsibilities.
Development Services Department
This amendment does not modify the physical configuration, location, or operation of the wireless facility. The existing monopine structure, equipment enclosure, and associated improvements will remain as previously entitled and approved. No changes to the facility’s height, footprint, or equipment specifications are proposed.
The wireless installation continues to operate under Federal Communications Commission (FCC) standards, American National Standards Institute (ANSI) guidelines, and related safety regulations governing radio frequency emissions. The facility has consistently operated within established safety limits, and no issues have been identified.
Fiscal Impact Summary:
The proposed amendment provides a one-time rent prepayment of $75,000, payable on or before January 1, 2026, which will constitute full rent for the period of January 1, 2026 through December 31, 2027. Following the prepaid rent term, Verizon will resume monthly rent payments of $2,300 per month ($27,600 annually) beginning January 1, 2028. In accordance with the amended rent schedule, monthly rent will increase by 10% every five (5) years, with the first adjustment occurring on July 1, 2030, increasing the monthly rent to $2,530.
Vertical Bridge’s Business Summary Report indicates that the site is currently operating at a net monthly loss under the existing rent structure. The revised rent schedule provides a sustainable long-term financial model for the operator while maintaining a stable and predictable revenue stream for the City.
No additional lump-sum administrative or reimbursement payments are included in this amendment. All other financial terms of the 2015 agreement remain unchanged. The amendment provides immediate General Fund revenue through the $75,000 prepayment and maintains long-term recurring revenue through the updated rent schedule and escalation structure.
Attachments
1. Verizon Lease Amendment Draft 11.04.25 kfc revised.pdf
2. Verizon Wireless Lease Agreement 06.24.15.pdf
3 1
Site Name: Wagner
Site Number: US-CA-7980
FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE
THIS FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE (this “Amendment”), dated as of this ____ day of ____________, 202__ (the “Effective Date”), by and between the City of Placentia, a charter city and municipal corporation (“Lessor”), and Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless (“Lessee”), recites and provides:
RECITALS
WHEREAS, Lessor is the fee owner of that certain property located in the City of Placentia, County of Orange, State of California (the “Property”), more particularly described on Exhibit A attached hereto.
WHEREAS, Lessee is the current lessee under that certain Communications Site Lease with Lessor, dated June 24, 2015 (the “Lease”), pursuant to which Lessor leases to Lessee a portion of the Property, as more particularly described in the Lease (the “Premises”).
WHEREAS, Lessee owns, operates, and maintains one or more wireless communications towers, equipment, shelters, and other associated improvements on the Premises.
WHEREAS, Lessee and VB Acquisitions, LLC, a Delaware limited liability company (“Vertical Bridge”) entered into a Master Prepaid Lease dated December 23, 2024 (the “Master Lease”), pursuant to which Vertical Bridge was granted the exclusive right to lease, operate, and manage the Site on behalf of Lessee.
WHEREAS, pursuant to the Master Lease, Vertical Bridge leases back a portion of the Premises to Lessee and may sublease space to other wireless telecommunication providers and fiber companies (individually and collectively, the “Transfers”) WHEREAS, Lessee has granted Vertical Bridge a limited power of attorney (the “POA”) to, among other things, prepare, negotiate, execute, deliver, record, and/or file certain documents on behalf of Lessee, all as more particularly set forth in the POA.
WHEREAS, Lessor and Lessee now desire to amend the 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 Lease. The recitals set forth here and above are true and correct in all respects and are incorporated herein by reference.
2. Consent. Lessor hereby acknowledges that it has consented to the Master Lease and the Transfers pursuant to that certain letter agreement outlined in Exhibit B attached hereto 4 2
Site Name: Wagner
Site Number: US-CA-7980
and made a part hereof, and Lessor further acknowledges that no additional payments are owed in connection with the Transfers.
3. One-Time Rent Prepayment. Lessee shall pay to Lessor a one-time rent prepayment in the amount of Seventy-Five Thousand and No/100 Dollars ($75,000.00), payable on or before January 1, 2026.
This one-time rent prepayment shall constitute full and complete payment of all rent due under the Lease for the period commencing on January 1, 2026 and ending on December 31, 2027 (the “Prepaid Rent Term”). No additional rent shall be due and payable by Lessee under this Lease during the Prepaid Rent Term.
Commencing on January 1, 2028, Lessee shall resume payment of rent in accordance with the terms set forth in Section 4 below.
4. Rent. Commencing on January 1, 2028, the rent (“Rent”) shall be Two Thousand Three Hundred and No/100 Dollars ($2,300.00), paid monthly, in advance, to Lessor’s address set forth in Section 6 below. The Rent due hereunder will be adjusted upwardly by ten percent (10.00%) on July 1, 2030, and the Rent shall further increase by ten percent (10.00%) on each successive quinquennial anniversary of July 1, 2030 thereafter.
5. Renewal Terms. Subject to the terms, provisions, and conditions of the Lease, Lessee shall have the option to extend the Lease for four (4) additional Five (5) year renewal periods (each, a “Renewal Term”) with the initial Renewal Term commencing on the day immediately following the expiration date of the Lease. 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.
6. 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:
Los Angeles SMSA Limited Partnership
c/o Vertical Bridge REIT, LLC
22 West Atlantic Avenue, Suite 310
Delray Beach, FL 33444
Attention: General Counsel
Ref: US-CA-7980
5 3
Site Name: Wagner
Site Number: US-CA-7980
If to Lessor:
City of Placentia
401 E. Chapman Avenue
Placentia, California 92870
Attention: City Administrator
With a copy to:
City Attorney
401 E. Chapman Avenue
Placentia, California 92870
Send payments to:
City of Placentia
401 E. Chapman Avenue
Placentia, California 92870
Attention: Finance Department
7. Memorandum. Lessor agrees to execute a memorandum of this Amendment upon the request of Lessee, which Lessee may record with the appropriate recording officer at its sole cost and expense.
8. Counterparts/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 (or any notices pursuant to the Lease) bearing an original signature by facsimile transmission, by DocuSign, 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.
9. Ratification. Except as amended and modified in this Amendment, the terms and conditions of the Lease are 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 Lease and this Amendment, the terms of this Amendment shall govern and supersede those set forth in the Lease.
[The remainder of this page is intentionally blank; signature page follows.] 6 Site Name: Wagner
Site Number: US-CA-7980
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.
LESSOR:
City of Placentia
a charter city and municipal corporation
By:
Name:
Title:
Date:
[Lessor’s Signature Page to Amendment]
7 Site Name: Wagner
Site Number: US-CA-7980
LESSEE:
Los Angeles SMSA Limited Partnership
d/b/a Verizon Wireless
By: VB Acquisitions, LLC
a Delaware limited liability company
Its: Attorney-in-Fact
By:
Name:
Title:
Date:
[Lessee’s Signature Page to Amendment]
8 Site Name: Wagner
Site Number: US-CA-7980
EXHIBIT A
Legal Description of Property
9 Site Name: Wagner
Site Number: US-CA-7980
EXHIBIT B
Lessor Consent to Master Lease and Transfers
10 COMMUNICATIONS SITE LEASE THJS COMMUNICATIONS SITE LEASE (''Lease"), dated as of the latter of the signature dates below ("Effective Date"), is made by and between Los Angeles SMSA Limited Paitnersl1ip, d/b/a. Veriznn Wireless, with its principal offices located al One Verizon Way, Milil Stop 4A WI 00, Basking Ridge, New Jersey 07920 (telephone number 866-862-4404) ("Lessee"), and the City of Placentia, a Charter City and municipal corporation, whose address is 401 E. Chapman Avenue, Placentia, California 92879 ("Lessor") (jointly, lhe "Parties"). A. Recitals. This Lease is entered into based upon the following facts, circumstances and understandings: (i). Lessor represents and wan-ants that it owns certain real property legally described in Exhibit "A," attached hereto and commonly known as 700 Trnmpet Avenue, Placentia, California 92870; Assessor's Parcel Number 336-564-0 I ("Lessor's Real Property"). Lessee desires to lease a portion of Lessor's Real Property (the "Premises"), as expressly described in Exhibit "B" attached hereto. Lessor represents and warrants that it has the complete right and authority to grant the rights set forth herein and that Lessor has full rights of ingress to c1nd egress from the Premises from a public roadway. (ii). Lessee desires lo construct and operate a wireless communicalions site at the Premises. (iii). Based on the foregoing facts, circumstances and understandings and on the tenns and conditions set forth below, Lessor is willing to lease the Premises to Lessee for Lessee's proposed use subject to the terms and conditions of this Lease. (iv). All legal prerequisites to the milking of this Lease have occurred. WH ER EFOR E, for good and valuable consideration, the receipt and sufficiency of which ,ire hereby acknowledged, and in consideration of the facts, circumstnnces ilnd understandings set fo11h above (which are incorporaled into the body of this Lease by this reference) and lhe tenns and conditions set forth herein, the Parties, intending to be legally bound, hereto agree as follows: B. Lease. l. Grant and Acceptance of Lease. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Premises for Lessee's proposed use, subject lo the following tenns and conditions for the Term. 2. Perrni tted Uses. (a). The Premises shall be used by Lessee for the operation of a wireless communications site. Specifically, the Premises consists of a parcel of ground space measuring approximately Wngner 6-ISIJ684_1 P.ige I of 24 11
reimbursement sum shall not be considered Rent, nor shall it offset ,my Rent or other consideration due in connection with this Lease, and such sum shall be fully earned and non-refundable by Lessor regardless of whether Lessee proceeds with or abandons the project specifically contemplated herein. (c). Lessor agrees to cooperate with Lessee's reasonable requests for Lessor's signatures and other reasonable assistance as real property owner on permit applications, and obtaining and maintaining Governmental Approvals, for allowing site inspections by governmental agencies required in connection with reviewing permit applications, provided that such cooperation ,incl assistance shall be at no expense to Lessor. In addition, Lessee shall have the right to initiate the ordering and/or scheduling of necessary utilities as shown in -Exhibit ''B'' attached hereto, however1 such scheduling must be coordinated with Lessor to minimize disruption to the primary use of Lessor's Re,il Propeny. (d). fn the event Lessee desires, at Lessee's option, to tcmpora1ily use electricity from Lessor to operate Lessee's equipment, Lessor agrees to provide Lessee with electricity and required connections upon request by Lessee. Lessee shall reasonably detennine the location of any conduits between Lessor's electrical system, and the Land Space, if not shown on Exhibit "B," however, such locntion shall be subject to Lessor's approval, which approval shall not be unreasonably withheld, conditioned or delayed. As consideration, Lessee shall pay to Lessor, monthly, on the first day of the month, Three Hundred Dollars and 00/100 dollars ($300.00), beginning on the Commencement Date of this Lease nnd stopp_ing on the date that Lessee no longer uses such electricity. The initial electrical fee reimbursemcnt(s) sh,111 be paid at the same time and in the same manner as Rent. The fee shall be prorated for any partial months based on the actual number of days in the month. 4. Term. The tern, of this Lease ("Tern,") shall be five (5) years commencing on the earlier to occur of the date that is the first day of the month following the date that: (a). Lessee begins construction of Lessee's Facilities on the Premises; (b). Lessee obtains its final building pe1mit for the installation of Lessee's Facilities; or (c). is twelve (12) months after lhe Effective Date ("Commencement Date"). Lessee shall promptly deliver written notice to Lessor of the Commencement Date if this Lease commences pursuant to subsection (a) or (b) of this Section 4. Lessor and Lessee agree that they shall acknowledge in writing the Commencement Date if the Commencement Date is based upon (a) above. Lessee shall have the 1ighr to ex.tend the Tenn of this Lease for up to four (4) additional terms of five (5) years each (each a "Renewal Term"). The terms and conditions for each Renewal Tenn shall be the same te1ms nnd conditions as in this Lease, except that the Rent nnd the amounts of insurance coverage as required herein shall be increased os set for1h herein below. This Lease shall automatically be extended for each successive five (5) year Renewal Term unless Lessee notifies Lessor in writing of Lessee's intention not to extend this Lease at least ninety (90) days prior to the expiration of the first Term or any Renewal Tenn. 5. Rent. Upon the Commencement Date, Lessee shall pay Lessor, as rent, $2,800.00 per month ("Rent"). Notwithstanding the foregoing, rent for the first ( I st) twenty (20) months of the Term shall be payable in a lump-sum payment of $56,896.0,Q...in advance, to lessor or Lessor's alternate payee specified in Section 22 below. The mitial lump-sum Rent payment will be W:igncr 64513684_1 Page 3 of_24 12
forwarded by Lessee to Lessor within. forty-five (45) days after the Commencement Date or after a written acknowledgement confirming the CommencemeritDate, if such an acknowledgement is required, and thereafter, beginning on the Lwenly-first(21st) month of the Term, Rent shall be payable on the first day of each month, in advance, to Lessor or Lessor's alternate payee specified in Section 22 below, except that payment shall be prorated for the final fractional month of this Lease, or if this Lease is tenninated before the expiration of any month for "vhich Rent should have been paid. Rent shall be automatically adjusted by Lessee on each annual anniversary of the Commencement Date of the Term and of any Renewal Term by an increase of four percent (4%) of the Rent pnid during the immediately preceding year. As additional consideration, Lessee shall pay Lessor a one-time payment of $1,000.00 as an administrative fee to be paid within forty-five (45) days af1er the Commencement Date or after a written acknowledgment confirming the Commencement Date to be used for the removal and replacement of a concrete pad around a liquid Amber tree located on the Property. 6. Due Diligence Contingency and Pre-Commencement Date Access to Premises. (a) Lessee shall have the 1ight (but not the obligation) at any time following the full execution or this Lease and p11or to the Commencement Date, to enter the Premises for the purpose of making necessary inspections, taking measurements and conducting engineering surveys (and soils tests where applicable) and any other reasonably necessary tests to determine the suitability of the Premises for Lessee's Facilities (collectively, "Due Diligence"), and for the purpose of preparing the Premises for the installation or constrnction of Lessee's Facilities. During nny Due l)iligcnce activities or pre-installation or pre-constrnction work, Lessee shall have insurance which covers such activities as set forth in Section 16 below. Lessee shall notify Lessor of any proposed tests, measurements or pre-installation or pre-construcLion work and shall coordirrnte the scheduling of such activities with Lessor. If in the course of its Due Diligence Lessee determines that the Premises are unsuitable for Lessee's contemplated use, then Lessee shall have the right to terminate this Lease prior to the Commencement Date without any fu11her liability or obligation to Lessor by delivery of written notice of tennination to Lessor as set forth in Section 13 below. fn the event Lessee tenninates this Lense pursuant to the provisions of this Section 6, then, and in that event, Lessee, at Lessee's sole cost, shall immediately return the Premises to lhe condition thereof existing prior to Lessee engaging in all Due Diligence activities, which shall be completed within forty-five (45) days after such termination. (b). Except to the extent otherwise expressly set forth herein, Lessor hereby expressly <lisclaims all Wan·anties of Merchantability and Fitness for a Particular Purpose associated with the Premises, which, other than as expressly set forth herein, Lessee accepts the Premises "As Is." 7. Ongoing Access to Premises. Throughout the Tenn and any Renewal Tenn of this Lease, Lessee shall have the right of access without escort to the Premises for its employees and agents twenty-four (24) hours a day, seven (7) days per week to and from a public righl-of-way, at no additional charge lo Lessee. fn exercising its right of access to the Premises herein, Lessee agrees to coopernte with any reasonable security or access control procedures utilized by Lessor Walc\ner 645l3filM~l Pag.:: 4 of24 13
at Lessor's Real Property of which Lessee receives written notice from Lessor, and fuliher agrees not create a legal nuisance with the business or other activities of Lessor or of other tenants or occupants of Lessor's Real Propeny. Lessor shall maintain all existing access roadways or driveways extending from the nearest public roadway to the Premises in accmdance with the City's standards and the City's budget constraints. Lessor shalI have the right to reconfigure the 1raffic flow and location of such roadways and driveways on Lessor's Real Property without approval of or compensation to Lessee provided doing so does not prohibit or otherwise mate1ially and adversely interfere with Lessee's ability to access the Premises. Lessor shall be responsible for maintaining und repairing such roadways and driveways at Lessor's sole expense, except for any damage caused directly hy Lessee's use of such roadways or driveways. lf Lessee causes any such damage, Lessee shall promptly repair the same at its sole expense to the condition in which it was prior to such damage. Lessee shall be responsible for the maintenance and compliance with laws of all towers and structures located on the Premises which Lessee constructs, including compliance with Part 17 of the Federal Communications Commission's ('<FCC'') rules. 8. Lessee's Work, Maintenance, Repairs nnd Restoration. All of Lessee's construction and instnllation work at the Premises shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Lessee shall rnnintain Lessee's facilities and the Premises in a reasonably neat and safe condition in compliance with all npplicable codes and governmental regulations. Lessee, at Lessee's expense, shall be required to make all repairs to 1he Premises due to damage caused by Lessee, its agents or contractors. Upon the expiration, cancellation or termination of this Lease, Lessee shall within ninety (90) calendar days thereafter sunender the Premises in good condition, less ordinary wear and tear and casualty not caused by Lessee, its agents or contactors; however, Lessee shall not be required to remove any foundation suppo1is for Lessee's Facili1ies or conduits which have been installed by Lessee. 9. Title to Lessee's Facilities. Title to Lessee's Facilities and any equipment placed on the Premises by Lessee shall be held by and remain with Lessee. All of Lessee's Facilities shall remain the property of Lessee and are not fixtures. Lessee has the right to remove all of Lessee's Facilities at its sole expense on or before the expiration or tennination of this Lease. Lessor acknowledges that Lessee may enter into financing arrangements including promissory notes and financial and security agreements for the financing of Lessee's Facilities (the "Collateral") with a third party financing entity and may in the future enter into additional financing arrangements with other financing entities. In connection therewith, Lessor (i). consents to the installation of the Collateral to the extent that the Collateral is part of the npproved lessee's Facilities; (ii). disclaims any interest in the Collateral, as fixtures or othe1-wise, whether arising at law or otherwise, including, but not limited to any statutory landlord's lien; and (iii). agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attaclunent, or distress for any Rent due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings. I 0. Utilities. Lessee shall have the right to install utilities, at Lessee's expense, and to improve the present utdities on or near the Premises (including, but not limited to the installation of emergency back-up power). Lessee shall have the right to place utilities on (or to bring utilities across) Lessor's Real Propetiy as shown in Exhibit "B'' hereto in order to service the W.igner M5lJ6X4 __ 1 P.ige5of24 14
Premises and Lessee's Facilities. Lessor agrees to use reasonable efforts in assisting Lessee to acquire necessary utility service at no cost or expense to Lessor. I l. Interference wilh Communications. Lessee's Facilities and operations shall not interfere with the prior existing or fi.tlure communications eonfigurntion.s, frequencies or operaling equipment lawfully operated by Lessor ("Lessor's Communications") at Lessor's Real Property. Lessee's Facilities and operations shall comply with all applicable non-interference rules and procedures of the FCC. Upon written notice from Lessor supported by reasonable actual evidence of nlle!!,ed interference by Lessee with Lessor's Communications, Lessee will cause such interference to cease within three (3) business days after receipt of such notice of interference from Lessor, or Lessee shall shut down the equipment causing such interference. If such interference cannot be cured within such three (3) business-day period1 Lessee shall cease operation (except for intennittent testing to determine the cause of such interference) of such equipment until the interference has been corrected. Lessor shall require in writing of all future tenant(s) of any portion of Lessor's Real Property to abstain from engaging in achvities or operations which cause interference with the communications operations of Lessee described in Section 2, above, and that all future tenants shall agree to promptly terminate interference or to promptly cure interference to Lessee's communications equipment caused by their operations. Lessor will not use, nor will Lessor permit its employees, tenants, agents or its independent contractors to use any poriion of Lessor's Real Property in any way which materially interferes with the Lessee's Facilities, the operations of Lessee or the rights of Lessee under this Lease. Lessor will cause such interference to cease withi.n three (3) business days afier receipt of notice of alleged interference supported with reasonable actual evidence from Lessee. In the event any such interference does not cease within the aforementioned cure period, Lessor shall cease all operations which are suspected of causing such interference ( except for operations related to public safely, health and welfare, and for intermittent testing to determine the cause of such interference) until the interference has been corrected. For the purposes of this Lease, "interference" may include, but is not limited to, any use on Lessor's Real Property that causes material c1nd adverse electronic or physical obstruction with, or degradation of, the communications signals of Lessee's Facilities. In the event any such alleged interference does not cease promptly, the Parties aclcnowleclgc that continuing actual interference will cause in-eparable injury, and therefore the party alleging interference shall have the right to bring a court action to enjoin such interference, or an FCC intertercnce complaint. Lessor agrees to incorporate a covenant into any subsequent leases, licenses or rental agreements with other persons or entities for any portion of Lessor's Real Property to incorporate the duties specified in this Section 11. 12. Taxes. Lessee shall pay personal property and in lieu property taxes assessed t1gninst Lessee's Facilities, and Lessor shall pay when due all real property taxes and all other taxes, fees and assessments attributable to the Premises Jnd this Lease. 13. Tcmiination. This Lease may be tem1inated by Lessee in its sole discretion effective immediately without further liability by delivery of written notice thereof to Lessor prior to the Commencement Date for any reason resulting from Lessee's Due Diligence, or if a title report obtained by Lessee for Lessor's Real Property shows any defects of title or any liens or encumbrances which may adversely affect Lessee's use of the Premises for Lessee's intended W.igncr 6-151.\6~~-, P.igc 6 of24 15
use, or for any other or no reason. This Lease may be terminated without further liability on thirty (30) days prior written notice as follows: (a). by either party upon a default of any covenant, condition, or term hereof by the other party, which default is not cured within thirty (30) days of receipt of written notice of default; provided, however, that no such failure will be deemed to exist if a defaulting party h<1s commenced to cure such default within such period and provided that such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes beyond the reasonable control of a party; (b). by Lessee if it does not obtain any Governmental Approvals necessary to the construction or operation of Lessee's Facilities, is unable to obtain such Governrnentcll Approvals without conditions which, in Lessee's reasonable discretion, are not standard or typical for premises where wireless communications facilities are located or is unable to maintain such Governmental Approvals despite reasonable efforts to do so; (c). by Lessee if Lessee is unable to occupy or ulilize the Premises due to rnling or directive of the FCC or other governmental or regulatory agency, includi1tg, but not limited to, a take back of frequencies; or (d). by Lessee in its sole discretion. Lessee's termination of this Lease pursuant to this Section 13 shall be conditioned upon Lessee's written notice to Lessor, surrender as required in Section 8 of this Lease, and payment to Lessor of an early termination payment as liquidated damages by Lessee to Lessor equal to three (3) months Rent at the rate then in effect. The early tennination payment in this Section shall not in any way be considered as Rent or a Rent offset. Other than as stated in this Lease, Lessor and Lessee shall not have the right to tenninate, revoke or cancel this Lease. J f termination of this Lease occurs as a result of Lessee's election pursuant to subsection I 3(d) herein, Lessee shall, upon giving written notice to Lessor and paying the early termination fee, also immediately discontinue rndio transmissions from the Premises. 14. Destruction of Premises. ff the Premises is destroyed by natural disaster or by any party other than Lessee or any of Lessee's Subsequent Users (defined below), Lessee may elect to terminate this Lease pursuant to Section IJ(d) of this Lease, except that no early termination payment shall be paid by Lessee to Lessor. I 5. Condemnation. If a condemning authority takes all of Lessor's Real Property, or a portion which in Lessee's sole discretion is sufficient to render the Premises unsuitable for Lessee's ongoing operntion of Lessee's f-acilities, then this Lease shall tenninate without further liability of Lessee as of the date wben possession is delivered to tJ1e condemning authority. In any condemnation proceeding each party shall be entitled to make a claim against the condemning authority for just compensation recoverable under applicable condemnation law. Sale of all or pan of Lessor's Real Propetiy to a purchaser with !he power of eminent domain in the face of the exercise of its power of eminent domain shall be treated as a taking by a condemning authority. 16. Jnsurance. Lessee shall maintain the following insurance: (1) Commercial General Liability with limits of $1,000,000.00 per occurrence, (2) Automobile Liability with a combined single limit of $1,000,000.00 per accident, (3) Workers Compensation as required by law, and (4) Employer's Liability with limits of $1,000,000.00 each accident/disease/policy limit. Such insurance shall insure, on an occurrence basis, against liability of Lessee and its employees arising out of or in connection with Lessee's use, occupancy and maintenance of Lessor's Real Property. W11gner 64513(,~•I I Page 7 of 24 16
Lessor, at Lessor's sole cost and expense, shall procure and maintain on Lessor's Real Property, commercial general liability insurance with a combined single limit of at least $1,000,000.00 per occurrence for bodily injury and property damage. Lessor, Lessor's elected officials, officers, employees, r1nd volunteers shall be included as an additional insured as their interest may appear on Lessee's Commercial General Liability and Automobile Liability policies as respects this Lease. Upon the Commencement Date of this Lease each party shall provide to the other a certificate of insurance evidencing the coverage required by this Section 16 and within thirty (30) days of the expiration or renewal of any insurance required by this Lease. Lessor reserves the;: right Lo amend the polic.:y limits reqt1ired of I .. es!;ee upon the commencement of each Renewal Tem1 to reflect what is required by lessors of the same or other wireless lessees operating in the City of Placentia or in similar areas with similar operations and reasonably commensurate with then-existing telecommunications industry standards. The Parties hereby waive and release any and nil rights of action for negligence against the 01her which may hereafter arise on account of damage to the Premises or Lo Lessor's Real Property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Parties, or either of them. These waivers and releases shall apply between the Parties .ind they shall also apply to any claims under or through either party as a result of any asse11ed right of subrogntion. All such policies of insurance obtained by either party concerning the Premises or the Property shall waive the insurer's right of subrogation against the other party. 17. Assignments or Transfers. Lessee shall not assign or 1ra11sfe1· this Lease to any other person or entity in whole or in part unless the assignee or transferee first agrees in writing to fulfill all of the duties and obligations of Lessee in this Lease accruing thereattcr, and Lessor has approved in writing of tile assignment or transfer, and Lessor's City Attorney shall first approve in writing of the fonn of the assignment or transfer document. Notwithstanding the forgoing, however, Lessee may assign this Lease upon w1itten notice to Lessor to Lessee's parent or subsidiary or any subsidiary of Lessee's parent, or any person or entity wh.ich acquires all or substantially all of Lessee's assets in the market defined by the FCC in which Lessor's Real Property is located by reason of a merger, acquisition, or other business reorganization, and assumes all obligations of Lessee under this Lease. Upon such assignment, Lessee shall be relieved of all liabilities and obligations hereunder (whether accnting prior to or after the effective date of assig11ment) provided that, in all cases, the assignee: (i). shall be fully responsible for all such liabilities and obligations, (ii). shall first accept all such liabilities and obligations in writing, and (iii). is of substantially similar financial strength or credit worthiness to Lessee at the inception of this Lease. Provided conditions (i)-(iii) a hove ~re met, Lessor shall look solely to the assig,1ee for performance under this Lease following such assignment and all of assignor rights herein shall tenninate. Notwithstanding anything to the contrary contained in this Lease, Lessee may assign, mortgage, pledge, hypothccate or otherwise transfer without consent its interest in this Lease to any financing entity, or agent on behalf of any financing entity to whom Lessee (i). has obligations for bonowed money or in respect of guaranties thereof, (ii). has obligations evidenced by loans, bonds, debentures, notes or similar inslrnments, or (iii). has Wai;;ner o45136~.J_I Page 8 of24 17
obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 18. Lessee's Subsequent Users and Subsequent Co•Users. Lessee shnll have the privilege, subject to the prior written consent of Lessor, to enter into separate agreements with third parties to permit a portion of the Premises and Lessee's Facilities lo be used by others whose business is the provision of wireless communications services, subject to the following conditions: (a). Lessee may sublease vertical space on the monopine appea1ing in Exhibit ''B" lo third party providers of communications services (''Subsequent Users") in accordance with this Section 18, subject lo those Subsequent Users: (I). obtaining all necessary Governmental Approvals from governmental agencies having jurisdiction, and (2). provided Lessor has negotiated a lease or license directly with the Subsequent User for its use of ground space, and (J). Lessor is granted an opportunity to review and approve the Subsequent User's proposed plans and drawings, which approval shall not be unreasonably withheld, conditioned or delayed, but which approval may be conditioned on the Subsequent User's installation meeting Lessor's reasonable aesthetic requirements. Lessor shall be responsible for approving the location of the Subsequent User's ground equipment outside of the Premises. Lessee shall retain all rights to rental income from any Subsequent User with respect to the sublease for space on the monopine, and Lessor shall retain all rights to rental income from any Subsequent User with respect to the ground space lease or license it grants to the Subsequent User. If approved by Lessor and if all government zoning and other permits are obtained, Lessee and the Subsequent User(s) shall be entitled to modify their respective facilities and to erect additional improvements on the Premises, including but not limited to antennas, dishes and cabling, as are reasonably required for the operation and maintenance of the communications c4uipment to be installed on the monopine by the Subsequent User(s). All Subsequent u~crs shall be entitled to all rights of ingress and egress to the Premises and the right to install utilities, provided same is approved by Lessor. (b). Lessee may allow third party providers of communications services ("Subsequent Co-Users") in accordance with this Section 18 to utilize Lessee's F.acilities for the purpose of transmilling and/or receiving radio frequency transmissions that would otherwise be subject to Section 18(a), subject to (I). Lessee providing prior written notice to Lessor of each such Subsequent Co•User, and (2). no Subsequent Co.User shall be allowed to install any equipment whatsoever within the Premises, and (3). no Subsequent Co-User shall be allowed any physical occupancy of the Premises, and (4). for each Subsequent Co-User Lessee shall remit to Lessor on a monthly h;:isis a ,;;um equal to fifty percent (50%) of the rent or rent·equivalent charged by Lessee to the Subsequent Co-User, and (5). Lessee's rent or rent-equivalent charged to the Subsequent Co-User shall n0t be less than fifty percent of the Rent then charged by Lessor to Lessee. (c). Any attempt by Lessee to grant rights of any kind in the Premises or this Lease that exceed those granted herein by Lessor to Lessee shall be void ab initio. Wngn~r 64513!,~-1 I Page 9 or 24 18
19. Non-disturbance and Quiet Enjoyment; Subordination; Estoppel Certificates. (a). So long as Lessee is not in default under this Lease beyond all applicable cure periods, Lessee shall be entitled to quiet enjoyment of the Premises during the term of this Lease and ,my Renewal Te1m, and Lessee shall not be disturbed in its occupancy and use of the Premises or the exercise of its rights and privileges as granted herein. (b ). This Lease shall be subordinate to each and every deed of trust, mortgage or other security instrumenl which may now or hereafter affect Lessor's Real Property and to any renewals, extensions, supplements, amendments, modi ti cations or replacements thereof. As a condition of such subordination, Lessor shall obtain and Lessee shall execute and deliver promptly any commercially reasonable agreement of subordination, provided that such agreement acknowledges that this Lense remains in full force and effect, recognizes Lessee's 1ight to non-disturbance and quiet enjoyment of the Premises so long as Lessee is not in default under this Lease beyond all applicable cure periods, and Lessee's liability shall be capped at the remnining Rent under this Lease. If any mortgagee or lender succeeds to Lessor's interest in Lessor's Real Property through a foreclosure proceeding or by a deed in lieu of foreclosure, Lessee shall attorn to and recognize such successor as Lessor under this Lease provided such pa1ty similarly agrees not to disturb Lessee's occupancy and use of the Premises or the exercise of its rights and privileges as granted herein. (c). At any time upon receipt by a party hereto or not less than thirty (30) days' prior written notice by the other party, the party requested shall execute, acknowledge and deliver to Lhe other party or any other party specified by lht.: requesti11g party, a statement in writing ce1iifying th;:it this Lea.se is in full force and effect, if true, and the status of any continuing defaults under this Lease, to the requested party's ach.Jal knowledge. 20. lndemnification. (a). Lessee's Indemnity. Lessee hereby agrees to defend, indemnify and hold Lessor and Lessor's elected and appointed officials, officers, employees, and volunteers (collectively, "Lessor's Indemnitees") free and hannless from and against any and all losses, claims, liabilities, damages, actions, causes of action, costs and expenses (including reasonable attorney's fees and costs of court) and injuries (including personal injuries or death) to the ex Lent caused by Lessee's occupation, use, operation, maintenance or repair of Lessee's Facilities at the Premises or access over Lessor's Real Property to the Premises, except to the extent resulting from the negligence or willful misconduct of Lessor or Lessor's lndemnitees, or any of them. (b). Lessor's Indemnity. Lessor hereby agrees to defend, indemnify and hold Lessee and Lessee's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors (collectively, "Lessee's Indemnitees'') free and harmless from and against any and all losses, claims, liabilities, damages, actions, causes of action, costs and expenses (including reasonable attorney's fees and costs of court) and injuries (including personal injuries or death) to the extent caused by Lessor's use, operation, maintenance or repair of improvements on Lessor's Real Properly, !he use of Lessor's Real Property by other tenants or lessees of Lessor, any violation of governmental regulations relating to the Premises and any towers used Wag·ner M51)6K4_1 Page 10 of24 19
by Lessee (including the lighting or painting for aviation pathways), except to the extent resulting from the negligence or willful misconduct of Lessee or Lessee's Indemnitees, or any of them. (c). Special Damages. Notwithstanding any other provision of this Lease, neither party shall be liable to the other for consequential damages, damages for lost income and profits, exemplary or punitive damages or other special damages, whether in tort, contract or equity. (d). Survival of Indemnity Provisions. The indemnity provisions of this Section 20 shall survive the expiration, cancellation or expiration of this Lease for the length of the applicable statute of limitations tenn during which a claim mily be filed plus thirty (30) days, and any claims for indemnification under this Section 20 shall be brought within Lhat period. 21. Hazardous Material. Lessee agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within Lessor's Real Property in violation of any law or regulation. Lessor represents, warrants and agrees: (I). that neither Lessor nor, to Lessor's knowledge, any third paiiy has used, generated, stored or disposed of, or pennitted the use, generation, storage or disposal of, any Hazardous Material on, under, about or within Lessor's Real Properiy in violation of any law or regulation, and (2). that Lessor will not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within Lessor's Real Property in violation of any law or regula1ion. Lessor and Lessee each agTee to defend, indemnify and hold harmless the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) arising from any breach of any representation, warranty or agreement contained in this Section. As used in this Section, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos, any substance known by the Stale in which Lessor's Real Property is located to cause cancer and/or reproductive toxicity, and/or any substance, chemjcal or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. 22. Notices and Deliveries. Any notice or demand required to be given herein shall be made by first class certified or registered mail, return receipt requested, or by reliable national overnight Jelivery service, postage pre-paid, lo be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows: Wagner 6-15136H-I I Lessor: With a copy to: City of Placentia 40 l E. Chapman Avenue Placentia, California 92870 Attn: City Administrator City Attorney 40 l E. Chapman Avenue Placentia, California 92870 Page 11 of24 20
Lessee: Los Angeles SMSA Limited Pc1rtnership, d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Site: Wagner Lessor or Lessee may from time to time designate any other addressees and addresses for notices or deliveries hy written notice to the other party. 23. Bankruptcy. (a). Lessor and Lessee hereby expressly agree and acknowledge it is the intention of both Paities that if. during the tenn of this Lease, either party shall become a debtor in any voluntary or involuntary bankruptcy proceeding under the United States Bankruptcy Code, 11 U.S.C. §§ IOI, eL seq. (the ''Code"), this Lease is and shall be treated as an unexpired lease of nonresidential real property for purposes of Scc!"ion 365 of the Code, I l U.S.C. § 365 (as may be amended), and, accordingly, slrnll be subject to the provisions of subsections (d)(J) and (d)(4) of said Section 365 (as may be amended). (b). Any person or entity to which this Lease is assigned pursuant to the provisions of the Code shall be deemed without furiher act to have assumed all of the obligations of Lessee arising under this Lease both before and a!ler the date of such assignment. Any such assignee shall uµon demand execute and deliver to Lessor on instrument confirming such assumption. Any monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid to Lessor, shall be the exc.lusive property of Lessor, and shall not constitute property of the Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code. Any monies or other considerations constituting Lessor's property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid to Lessor. 24. Relocation. Lessor shall have the right once during or after the Third Renewal Term of this Lease to require Lessee, upon at least twelve ( 12) months written notice to Lessee and at Lessee's sole expense to relocate the Premises and Lessee's Facilities to another portion of Lessor's Real Property selected by Lessor in consultation with Lessee of equal size as the Premises and compatible for Lessee's use in Lessee's sole discretion. ff an altemate location is agreed upon, Lessee shall relocate Lessee's Facilities upon receipt of all Governmental Approvals required for such relocation and Lessee's service will not be interrupted and Lessee shall be allowed, if necessary, to place a temporary cell site and antenna structure on Lessor's Real Property during such relocation. ln the event that Lessee is unable or um.villing to relocate its Premises and Lessee's Facilities as required by Lessor, Lessor may terminate this Lease pursuant to this Section 24 (except that no early termination payment shall be paid by Lessee to Lessor) or withdraw its direction to relocate. Upon tennination Lessee shall remove Lessee's Facilities from the Premises and return the Premises to Lessor wiLhin ninety (90) calendar days of termination in to the condition in which it existed immediately prior to the Commencement Date, normal wear and tear and casualty excepted. Notwithstanding the foregoing, Lessor shall Wagner 6451 .\C,~-1 I Page 12 of24 21
not be permitted to require Lessee to relocate in order to accommodate another tenant at Lessor's Rea! Property. 25. Miscellaneous. (a). Severability. If ,my provision of this Lease is held to be invalid or unenforceable by a court of competent jurisdiction with respect to any parly, the remainder of this Lease or the application of such provision to persons other than those as to whom it is held invalid or unenforceable shall nol be affected, each provision of this Lease shall be valid and enforceable to the fullest extent pennitted by law, and lhe Parties shall negotiate in good faith to amend this Lease to retain the economic effect of the invalid or unenforceable provisions. l f any such action or determination renders the overall perfonnance of this Lease impossible or materially impairs the original purpose, intent or consideration of lhis Lease, and the Parties are, despite the good faith efforts of each, unable to amend this Lease to retain the original purpose, intent and conside(ation ui compliance with that court or agency detem1ination, either party may tenninate this Lease upon sixty (60) days' prior written notice to the other party. (b). Binding Effect. Each party represents and wan-ants that said party has full power and autho1ity, and the person(s) execuling this Lease have full power and authority, to execute and deliver this Lease, and that this Lease constitutes a valid and binding obligation of each party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditor's rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law). This Lease shall be binding on and inure to the benefit of the successors and permitted assignees of the respective Parties. (c). Waivers. No provision of this Lease shall be deemed to have been waived by a party unless the waiver is in writing and signed by the party against whom enforcement of the waiver is attempted. No custom or practice which may ckve)op between the Parties in the implementation or c1dministration of the terms of this Lease shall be construed to waive or lessen any right to insist upon strict pert'onnance of the tenns of this Lease. (d). Governing Law, Courts. This Lease shall be governed by and construed according to the laws of the State of California as such laws are applied to ugreements entered into and to be performed entirely within California between Cnlifornia residents. Sole venue for any legal claim arising hereunder shall be in the Superior Court of the State of California in Orange County (the "Court"). The Parties consent to in personom jurisdiction and in rem jurisdiction by the Court, and waive all claims offo1111n 11011 conveniens and c1ny and all other claims that would defeat the venue or jurisdiction of the Court. (e). Attorneys' Fees and Costs. The prevailing party in any legal claim arising hereunder shall be entitled to its reasonable attorneys' fees and costs and court costs as may be awarded by the Court. Wilgner 6~51 J6g4_1 Page l 3 of24 22
(f). Survival. Tenns, conditions, obligations, and indemnifications of this Lease which by their sense and context survive the termination, cancellation or expiration of this Lease will so survive. (g). Memorandum of Lease. Lessor acknowledges that a Memorandum of Lease substantially in the fonn annexed hereto as Exhibit 'C" will be recorded by Lessee in the Official Records of the County where Lessor's Real Property is located. 01). Entire Agreemen1; Amendments. This Lease constitutes the entire agreement and understanding between the Parties regarding Lessee's lease of the Premises and supersedes all prior and contemporaneous offers, negotiations and other agreements concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease must be in writing and executed by duly authorized representatives of both Parties. (i). No Presumptions Regarding Preparation of Lease. The Parties acknowledge and agree that each of the Parties has been represented by counsel or has had full oppo1tunity to consult with counsel and that each of the Parties has participated in the negotiation and drafting of this Lease. Accordingly, it is the intention and agreement of the Parties that the language, terms and conditions of this Lease are not to be construed in any way against or in favor of any party hereto by reason of the roles and responsibilities of the Pariies or their counsel in connection with the preparation of this Lease. U)-lnteq)reta(ion. (I). Unless the context of this Lease clearly requires otherwise: (i) the plural and singular numbers shall be deemed to include the other; (ii) the masculine, feminine and neuter genders shall be deemed to include the others; (iii) ''or" is not exclusive; and (iv) "includes" and "including" are not limiting. (2) The headings and captions in this Lease are for reference only and are not incorporated in any term herein. (k). No Personal Liability of Officials and Employees of either Party. No elected official, officer, employee, agent, or volunteer of either party shall be personally liable for any default or liability whatsoever under this Lease, except in instances of criminal negligence. (l). Public Document. Lessor is a municipal corporation under the laws of the Stale of California. Lessor and Lessee acknowledge thnr this Le:.ise is subjeu Lo public disclosure as specified by California Government Code §~ 6250 er seq. and is a "public record" within the meaning of California Government Code§ 6252(e). (m). No Assurances. Execution of this Lease is completely unrelated to any and all City of Placentia ("City") planning process(es) and all other required municipal licenses, pennits, authorizations, and approvals whatsoever which shall be subject to the norrnal planning ,md zoning processes of the City. Grant of !his Lense does not assure Lessee that it will be successful Wagner 6-Vi 11684_1 Page 14 of24 23
in whole or in pan in securing any or all required City pennits, or any other required permits or authorizations. Lessee is solely responsible, nt its sole expense, for securing any and all required governmental authorizations to construct and to operate Lessee's Faci!it·ies which shall be reviewed pursuant to prevailing City requirements at that time. (n). Payment of Sums during Breach. The receipt of any sum paid by Lessee to Lessor after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set fonh in writing by Lessor. (o). Claims. Any claim by Lessee agninst Lessor arising hereunder shall be subject lo California Government Code §§ 800 et seq., and Chapter 1.16 of the Placentia Municipal Code. Wagner MS 111,84 I [SIGNATURE PAGE FOLLOWS! Pagel5of24 24
fN WITNESS WHEREOF, the Parties have caused this Lease to be executed by their duly authorized representatives on the dates se1 forth b~low and acknowledge rhat this Lease is effective as of the last date written below. Approved as to foll11: / 7 ,. /4411;1 Andrew V. Arczynski City Attorney Wagner M51.\(,S4_1 LESSOR: City of Placentia By, ~c-----N ame: __,,,Q..u.c,LL.'-'----w,.,__,_1-=-e-'--'n'---------'--/1__,{J'--'-'---r.L-f""--L)_,_) c;_;___ __ Title: Ac:l-ing Ci±+ r9dmw,Ifrc,rr Date: JJY) e tt1, Z0!.5 LESSEE: Los Angeles SMSA Limited Partne1·ship, d/b/a Verizon Wireless By: By: Name: . Navarre Title: Executive Director -Network Date: l. /{s/15 Page 16 of24 25
'. EXHIBIT "A" DESCRJPTION or LESSOR'S REAL PROPERTY All that ce11ain real property situated in !he County of Orange, State of California, described as follows: Lot 60 of Tract No. 6394, in the City of Placentic1, County of Ornnge, State of California, as shown on a Map recorded in Book 291, Pages 1, 2 and 3 of Miscellaneous Maps, in the office of the County Recorder of said County. Assessor's Parcel Number: 336-564-01 Wng,ner 645 IJ6i;-I I l'age 17 of24 26
EXHIBIT "8" DESCRIPTION OF PREMISES to the Communications Site Lease dflted __________ , 201_, by and between the City of Placenlia, as Lessor, and Los Angeles SMSA Limited Partnership, d/b/a Verizon Wireless, as Lessee. The Premises consist of those speci fie areas described/shown below or attached where Lessee's communications antennae, equipment an Tess, dimensions, and locations as described/shown, are approximate only and may be adjusted or changed by Lessee at the time of const11Jction and thereafter only with Lessor's prior w1itten permission. SEE ATTACHED. (A final drawing or copy of a property survey nnd sire plan depicting the above shall replace this Exhibit B when initialed by Lessor or lessor ·s designated agent and may be modif,ed(rom time lo time when initialed by both Lessor and Lessee.) Wagner /i.451)684_1 P11ge 1Rof24 27
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28 EXHIBIT "C" MEMORANDUM OF LEASE to the Communications Site Lease dated _________ , 201_, by and belween the City of Placentia, as Lessor, and Los Angeles SMSA Limited Partnership, d/b/a Verizon Wireless, as Lessee. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: McGuireWoods LLP 1800 Century Park East, 8th Floor Los Angeles, California 90067 Attn; Reena R. Yuba Re: Wagner STATE OF CALIFORNIA ) ) COUNTY OF ORANGE ) APN: 336-564-01 (~pac..: ahove line: for Rcwnkr·s Use) Document Transfer Tnx = $0.00; the total guaranteed tenn of the Agreement is less than 35 years MEMORANDUM OF COMMUNICATIONS SITE LEASE This Memorandum of Communications Site Lease ("Memorandum") is made as of the last date of execution indicated on the signature page below by and between the City of Placentia, whose address is 401 E. Chapman Avenue. Placentia, California 92879 (hereinafter referred to as "lessor"), and Los Angeles SMSA Limited Partnership, d/b/a Verizon Wireless, with an address for notice purposes at 180 Washington Valley Road, Bedminster, New Jersey 07921, Attn: Network Real Estate (Site: Wagner) (hereinafter referred to as ''Lessee"). Lessor and Lessee are at times collectively referred to hereinafter as the "Parties." 1. Lessor and Lessee entered into a Commuflications Site Lease (the "Agreement") on the last date of execution thereof for the purpose of installing, operating and maintaining a communic,rtions facility and other improvements. All of the foregoing is set forth in the Agreement. 2. The tenn of the Agreement is for five (5) years commencing on the Commencement Date (as defined in the Agreement) of the Agreement, and tenninating on the fifth (51") Wagner Page 19 of24 64513634_1 29
anniversary of the Commencement Date, with four (4) successive five (5) year options to renew. The total guaranteed tenn of the Agreement is less than thirty-five (35) years. 3. The land, located at 700 Tl1.lmpet Avenue, Placentia, California 92870 ("Property''), and which is the subject of the Agreement is described in Exhibit A annexed hereto. IN WITNESS WHEREOF, the Parties have executed this Memorandum as of the day and year last written below. Approved as to form: ·Andrew V. Arczynsk(, C. I tty Attorney Wagner 6451)684_1 City of Placentia By: Name: Oeim1t't1 (1, 4rrJc; Title: f-)r;--h11g (; :ty (};Ir,,,.; rt ,·1t1cb • Date: j12ne Zll, l0/5 LESSEE: Los Angeles SMSA Limited Partnership, d/b/a Verizon Wireless By: AirTouch Cellular, its General Partner By: Name: Harold W. Navarre Tille: Executive Director -Network Date: [NOTARY ACKNOWLEDGMENTS FOLLOW] Page 20 of24 30
A notary public or other officer completing this certificate verifies only Lhe identity of the individual who signed the document to which th.is certificate is attached, and not the rruthfulness, accuracy, or validity of that docW11enl. LESSOR ACKNOWLEDGEMENT STATE OF CALrFORNIA ) ) couNTY oF Oca t1@G > On Jvne., v;, UJLS. before me. Mana 6 Pe,e...2-. Notary Public. personally appeared I'.)J M; en Oorald ftf/l))a , who proved to me on the basis of satisfactory evidence to be the person'8) whose nam$) is/~subscribed to the within instnunent and acknowledged to me that hds-1:k:lthey executed the same in his/~r authorized capacity(~. and that by h.is/1~ signature'8f on lhe instrument the perso~. or the entity upon behc1lf of which tile person(gf 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. loooaooooooaoooooooo _ Comm1111on ti 2054329 f @ MARIA G. PEREZ ': Notary Public -California I :': Orange County ~ ,M'l soT~-Jxgir:s}!";·JS'2J (Seal) Wagner 6451)684_1 WlTNESS my hand and official seal. Notary Public Page 22 of24 31
A notary public or other officer completing this certificate verifies only lhe ident..ity of the individual wbo signed the document Lo whicb th.is certificate is attached, and oot the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF -------LESSOR ACKNOWLEDGEMENT ) ) ) On ________ , before me, -----------~ Notary Public, personally appeared -------------~ who proved Lo me on the basis of satisfactory evidence to be the person(s) whose oame(s) is/are subsc1ibed to the wit.h.i.n instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by h.is/her/tbeir signature(s) on the instrument Lhe pen;on(s), or the entity upon behalf of which the person(s) acted, executed the instrument. [ certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. (Seal) Wagoer 645 lJ684 I WITNESS my hand and official seal. Nolary Public Page 22 of24 32
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificcJte is nllached, and not the trnrhfulness, accurncy, or validity of that document. STATE OF CAL[FORNIA COUNTY OF ORANGE LESSEE ACKNOWLEDGEMENT ) ) ) On ________ _, before me, _____________ , Notary Public. personally appeared Harold W. Nav11rre, who provc<l lo rne on the basis of satisfactory evidence lo be lhe person whose name is subscribed to lhe with.in instrnment and acknowledged lo me that he executed the same in his .iulltorized ct1pacity, and that by his signature on the i11strument 1he person, or lhe entity upon behalf of which the person ac1ed, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of Californ.ia that the foregoing paragraph is true nnd correct. (Seal) Wagner 64513684 I W1TNESS my hand ,ind oflicial seal. Notary Public P~ge 23 of 24 33
E XJ-11B IT A 0ESCRIPTJON OF THE PROPERTY All that certnin real property situated in the County of Orange, State of California, described as follows: Lot 60 of Tract No. 6394, in the City of Placentia, County of Orange, Stale of California, as shown on a Map recorded in Book 29 l, Pages 1, 2 and 3 of Miscellaneous Maps, in the office of the County Recorder of said County. Assessor's Parcel Number: 336-564-0 I Wagner c--is u6s~_1 Page 24 of 24 34
RECORDING REQUESTED BY AND WI-IEN RECORDED RETURN TO: McGuin::Woods LLP 1800 CGntury Park fasL, 8th Floor Los Angeles, Cnlifomia 90067 Attn: Annie Y. Hu. Esq. Re: Wagner STATE OF CALfFOltNIA COUNTY Of ORANGE A PN: 336-564-0 I ) ) ) (Space above line for lteconler's Use) J)pcument Trnnsfcr Tax"" S0.00; the torn I guaranteed tenn or1he Agreement is less thru.1 }5 years MEMORANDUM OF COM!\'llJNlCATJONS SJTE LEASE AGREEMENT This ]V[1::morandu11) of Communications S.ite Lec1sc Agreement f'Memornndum") is made: as or tht: lasl cl:He of execution indicated on l11c s'ig.1111tur:e page below by and between the Ci!y of Pbcentia .. whose adtlrcss is 40 I E. Cbt1pman ,'\vemte. Pfacemfo, Califor!iia 92879 (he.rei11at'tcr rcfom:d to ilS "Lessor"), and Los. Angeles SMSA Limited PMncrship, d/b/a: Verizon \.Vire less, with ,lll addre~s for notict! purposes lit 180 Washinf.,rton Valley: Road, Bedminster, New Jersey 0792.1, Attn: Nerwork Re.al Esrnte (Sile: Wagner) (hercinnfter referred to a~ "Lcsscl!·'). Lessor artd Le:;::;ee an: al limes collectively referred en hi.::reinalkr as the "P:lt'ties." I. Lessor and Lessee entered i.Jllo a Cum_municatim.1s Sit ;ity of the Comn1e11ceme111 Date, with four (:'l) successive five (5) yenr oplions lO rc111!W. Th1.: totiil ~.uar:1t1tecd 1crm of the Agrn~'.m¢nl is ks!> t!ian 1hirty-l.ive (35) yc!lrs. 3. Tb~ land .. lm:ntctl al 700 Trumper Avenue, Placenrii'I, California 9:2870 ("Prop1::11y"), ;incl whid1 is !he subjc~t or I lie;· Agi:c:emcnl is described in Exhibit 1\ annexe(!' hereto. [.SfGN:ATUHE I\A.GE FOLLOWS.] 35
IN WITNESS wr1ER.EOF, lht: ParTies !rnve c·xec.ull:':dthis Mc.ml>randum as or the day ,rnd year l':.1st w1ittcn below. Approved as to form: Lli:SSOR: LESS El<:: Los An~clc.'iSi\fSA Liniitccl l',ll"!ncrship, 1Ubln Verizon Wireless By: Ai'rTouch Cellul;rr Tr:;: ::n,ral}tf cV~~~ Name: harolcl \V. Navarn.: TitJe: Executive; Dire5tor -Network Date: I.., }id l n, [No1:1ry Ac-knowledgment.s Follow] 1 36
,A not:iry public. cir otlK:r officer completing rhis ci.:rtilic;Hc vcrilics only the identity of Ille jndividu,11 wJH) signed !Iii.: docwncnt 10 whid1 this c<;:riificate is attached, .md not t.he truthfulness, .iccuracy, or validity of that document. STATE OF CAUFORNlA COUNTY OF ___ _ LES.SOR ACKNOWLEDGEMENT ) ) ) Ctn --·-·•··--·---....... __ , bdnre me, ____________ , Notary Publk, personally appeared-------------~ who proved' to me on the basis of satisfactory evidem:c to be the person(;.,;} whose mune(s) is/are subscribed to the within instnimcnr mid llcknowledgcd to mi: thal hch;he/U1ey cxec~lc:d 1he stime in Li.is/her/their riuthorizcu cap,icity(ies). and th.ii by his!hi:r/rheir siguaturc(s) on the instrument the pcrson(s}, or the entity up.l'il behalf of which t:hi:., pcrson{s) acted, executed the i11strnmcnt. I ccr1ify llnder PENALTY OF PERJURY under the laws of the Stmc of California thilt the: fbr1::goi llgparagrnpl.1 is lttil;) and c.:orrC<:l. W!TNE8S my lrnnd and ollicii·il seal. Nornry Public 3 37
A nota1·y pubtic or other nl'ficct: comp_ktiug thi:s cert iJic.atc verifies only the identity or tlfo inclividm1l who sig11ed the docu,nent to whidi Ibis: certificate is 11nachc:d, and not: the 1ruthfolness, accuracy. or validity of that document. LESSOR ACKNOWLEUGMTEN'f STATE OF CALIFORNIA ) ) COUNTY OF ____D_rtl1~ ) Ou _Jl)_;_(l~ })~ ZDLJ. before me, J:j<J r"i(d ___ {L_l_c_c_c:_ Z.. , Notary l'ublic. p.;rsonally .ippe;.-nrcd .ffO..r:-J.J:.e.t:.'J. __ l::_Qy;1tl!.c[_St.t.LJlti. .. ___ , who prove(rto me on the bm;[i; al' satisfoc1ory cvi<knce robe rhe person(nwhosc name(») _isl~ subsc.ribed to lhe with.in instrumcm and acknowlcJgcu 10 ine that hd~ execuLed die same in his/l~ir aulhori:Zecl capac:i!y~}, ,111d th;1r by hi:-/~F.,'.IJ.1.;ir signatme(<i} on the instrument th<:: pct'S◊!l~). or t:he entity upon behalf of which the p<:.r~on_c..~ 11cteci, exccutc~I tli"c instrument. I cert{Ly under PJ~NALTY OF .PERJURY llli<ler the laws of the Srnle uf California 1ha1 the foregoing paragraph is ll'll,; und cnrrcet. \.VITNESS mylrnnd and nfficial se.il. r · · · · · · · 0MlrutlP.E;ei • • ·1 . Com11'1!UIOO # 2054329 z • . · NOWy~tc --Callfocnlil Nn1;:i1y Public.: (Stnli 4 38
NOTARY ACKNOWLEDGMENT 1\ Notary Public or other (>flicer completing this certificate veriJitjs only the identity of the individual who signed the dt1cu1i1cnt to \.vhich. this certificate is a11acbcd, and not the trt1tbfuh1ess. accpracv. or vali.ditv ofthatdocnment. 'T.C,TE OF CALff0RN!A COUNTY OF ORANGE ) ) ) On--~ ,u /~;J.;~_(j)Cforc me., '. •. . , Notnry Public, personally appeared Harold W. Navarre wno proved to me on t 1e b, 1 of s:Hi'sfacwry evidence to be the person whose name is substribed to the ,vi:hin instrument ai1d: acknow·t~dged to rne tha.l he executed the same in his authorizl!d capacity, and, that by his signature on the i.nst.'1.ltneot the person, or !he entity upon behalf ohvhich the person acted, executed the instrument. l certil'y under PENALTY OF PERJURY under the laws of the State of California that th~ foregoing parngraph is true ari.d correct. WITNESS my hand and official mil. 39
EXIIIIllT ,\ (Legal Dcs,:;ription ofPropc:rty) All 1J1.aL c1::rtafo re.al property situilted inthti County of Orange; Stntc or California, described as lollows: Lot 60 ofTr.1cl No. 63,94, in 1.he City of Pfacen'tia, County of Orange.;, State of Cilifr.1rnia, as shown ou a Map recorded in l3ook 291, P::iges I, 2 and J of?>.•Hscellane:ous Maps, in the office of the County Rc..:ordcr ofsmd c\,unty, J\i;:,;cssor' s Parcel Nu1ubcr: 336-56,i-o I 6 40