1 SOLUTION NO. U
15931 (N.C.S.)
:
BE IT RESOLVED BY THE COUNCIL OF SALINAS that the Mayor of Salinas be and he is hereby authorized and directed, for and on behalf of the city of salinas and as its act and deed, to execute the attached Communications Site Lease Agreement, between the City of Salinas, a municipal corporation, and PACIFIC BELL MOBILE* SERVICES, a California corporation.
PASSED AND ADOPTED this 9th
day of July
1996, by the following vote:
AYES: Councilmembers: Fernando Armenta, Anna Caballero, Jim Collins, Steve Ish, Roberto Ocampo, Juan Oliverez and Mayor Alan Styles NOES: None
ABSENT: None
Alad. Sfh
MAYOR
ATTEST:
armCamel
City Clerk
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COMMUNICATIONS SITE LEASE AGREEMENT
THIS COMMUNICATIONS SITE LEASE AGREEMENT ("Lease"), dated the 4ER day of July • 1996, is between PACIFIC BELL
MOBILE SERVICES, à california corporation ("Lessee") whose address is 4410 Rosewood Drive, Building 1, 4th Floor, Pleasanton, California 94588, and the City of Salinas, a municipal corporation, ("Lessor") whose address is 200 Lincoln Avenue, Salinas, California 93901.
The parties hereto agree as follows:
I - PREMISES
Lessor owns the real property legally described in Exhibit "A" commonly known as Salinas Muncipal Airport, 30 Mortensen Avenue, Salinas, California 93905 (Assessor's Parcel Number 003-863-36. subject to the following terms and conditions, Lessor leases to Lessee that portion of Lessor's property ("Lessor's Property") depicted in Exhibit "B", including any applicable easements for access and utilities (the "Premises").
•
II - USE OF PREMISES
The Premises may be used by Lessee for any lawful activity in connection with the provisions of mobile/wireless communications services, including limitation, the transmission and the reception -2-
óf radio communications signals on various frequencies and the construction, maintenance and operation of related communications facilities: Lessor agrees, at no expense to Lessor, to cooperate with Lessee, in making application for and and obtaining all licenses, permits and any and all other necessary approvals that may be required for Lessee's intended use of the Premises.
III - CONDITIONS PRECEDENT
This Lease is conditioned upon Lessee, or Lessee's assigns, obtaining all governmental permits and approvals enabling Lessee, or its assigns, to construct and operate mobile/wireless communications facilities on the Premises.
IV - TERM
A. The initial term of this Lease ("Term") shall be for five (5) years, commencing as of Sulu 9, 1996
— and ending
ply 9, 2001 five (5) years after the date of approval by the City Council of the City of Salinas, unless sooner terminated in the manner and under the conditions hereafter provided.
B. Lessee shall have the right to extend the Term of this Lease for five (5) additional terms ("Renewal Term") of five (5) years each. Each Renewal Term shall be on the same terms, covenants and conditions as set forth herein. 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 -3-
extend this Lease at least thirty (30) days prior to the expiration of the first five (5) year Term or any Renewal Term.
V - RENTAL
A. Time and Place of Payment
The payment of rent shall commence with the issuance of a local building permit allowing Lessee to construct its mobile/wireless communications facilities on the Premises, or December 31, 1996, whichever is earlier ("Rent Commencement Date").
Lessee shall make all rental payments monthly in advance on or before the first day of each new month. Checks should be made payable to the City of Salinas and delivered to the City of Salinas at 200 Lincoln Avenue, Salinas, California, 93901, Office of the Finance Director, Attn: Airport Fund. The place and time of payment may be changed at any time by Lessor upon thirty (30) days' written notice to Lessee. Lessee assumes all risk of loss and responsibility for late payment charges as specified in Section V. (B5) .
B. Rent
(1) Initial Rent Amount. The initial annual rent amount for the first two and one-half (2-1/2) year period from the Commence- ment Date of this Agreement shall be NINE THOUSAND DOLLARS ($9,000.00), which shall be payable monthly in advance at the rate -4-
•of SEVEN HUNDRED FIFTY DOLLARS ($750.00); on or before the first day of each new month.
(2) Rental Adjustment Date. The rental adjustment date shall be each two and one-half (2-1/2) year anniversary of the Commence- ment Date of this Lease. The annual rent amount, and the corresponding prorated monthly payments, under this Lease shall be adjusted on each rental adjustment date as set forth below. (3) Adjustment Index. The index used will be the Consumer Price Index for "All Urban Consumers" for San Francisco/Oakland/San Jose, California. If this index is no longer published, the index for adjustment will be the U.s. Department of Labor's "Comprehen- sive Official Index" most comparable to the aforesaid index. If a rental adjustment is calculated using an index from a different base year than 1982-84, which equaled a base figure of 100 for the CPI, the base figure used will first be converted under a formula supplied by the Bureau of Labor Statistics or its successor.
If the Department of Labor indexes are no longer published, another index generally recognized as authoritative will be substituted by agreement of Lessor and Lessee. If the parties cannot agree within sixty (60) days after demand by either party, a substitute index will be selected by the Chief Officer of the Regional Office of the Bureau of Labor Statistics or its successor.
Any reference in this Agreement to "CPI" or "index" shall mean the index used in accordance with this Subclause V-B (3).
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Regardless of the index publication'dates, the rental adjust- ment dates
shall be on the dates defined by Subclause V-B (2) above.
Until the rent adjustment can be actually calculated in accordance with this Lease, Lessee shall continue to make payments at the existing rental rate. When the adjustment is calculated, the balance of rents due at the adjusted rate, from the rental adjustment date through the date of calculation, will be paid to Lessor within thirty (30) days of written notice by the Lessor. In no event shall the adjusted rent as established by the Consumer Price Index be less than the rent in existence immediately prior to the adjustment date.
(4) Existing Rental Rent. The existing Rental Rate shall be the Rental Rate in effect on the date preceding the rental adjustment date.
(5) Delinquent Rent. If Lessee fails to pay the rent when due, Lessee will pay as late payment charges, in addition to the unpaid rents, ten percent (108) per annum of the delinguent rent from the date when due and payable under the terms of this Lease until the same shall be paid. All rentals and interest thereon shall be paid in lawful money of the United States of America. •
VI - IMPROVEMENTS; ACCESS
A. Lessee shall have the right (but not the obligation) at any time following the full execution of this Lease and prior to the commencement date, to enter the Premises for the purpose of making -6-
'necessary inspections and engineering surveys (and soil tests where applicable), and other reasonably necessary tests (collectively "Tests") to determine the suitability of the Premises for Lessee's Facilities (as defined herein) and for the purpose of preparing for the construction of Lessee's Facilities. During any tests or pre-construction work, Lessee will have insurance as set forth in Section XIII, INSURANCE. Lessee will notify Lessor of any proposed tests or pre-construction work and will coordinate the scheduling of same with Lessor. If Lessee determines that the Premises are unsuitable for Lessee's contemplated use, then Lessee will notify Lessor and this Lease will terminate.
B. Lessee has the right to construct, maintain and operate on the Premises radio communications facilites, including but not limited to, radio frequency transmitting and receiving equipment, batteries, radio frequency transmittng and receiving antennas and supporting structures and improvements ("Lessee's Facilities"). In connection therewith, Lessee has the right to do all work necessary to prepare, add, maintain and alter the Premises for Lessee's communications operations and to install connecting antennas to transmitters and receivers. All of Lessee's construction and installation work shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Nothing is authorized to be done by Lessee that interferes with Lessor's operation of the Salinas Municipal Airport. Title to Lessee's Facilities and any equipment placed on the Premises by Lessee shall be held by Lessee.
All of Lessee's Facilities shall remain the property of Lessee and are not fixtures. Lessee shall remove all Lessee's Facilities at -7-
its sole expense on or before the expiration or termination of this Lease.
C. Lessor shall provide access to Lessee, Lessee's employees, agents, contractors and subcontractors to the Premises twenty-four (24) hours a day, seven (7) days a week, at no charge to Lessee.
Lessor represents and warrants that it has full rights of ingress to and egress from the Premises, and hereby grants such rights to Lessee to the extent required to construct, maintain, install and operate Lessee's Facilities on the Premises. Lessee's exercise of such rights shall not cause undue inconvenience to Lessor.
Notwithstanding the foregoing, Lessor may charge a twenty-five dollar ($25.00) deposit for each gate access card requested by Lessee, or the then current deposit amount in effect at the time for each gate access card requested by Lessee.
D. Lessee shall have the right to install, at Lessee's
expense, and to improve the present utilities on or near the Premises (including, but not limited to the installation of emergency back-up power). Subject to Lessor's approval of the location, which approval shall not be unreasonably withheld, Lessee shall have the right to place underground utilities under Lessor's Property in order to service the Premises and Lessee's Facilities.
Upon Lessee's request, Lessor shall execute recordable easement (s) evidencing this right. Lessor shall allow Lessee to have sub-metering equipment installed on Lessor's existing utility service (s) at Lessee's cost. Any easement granted to Lessee hereunder shall terminate upon the expiration or earlier termination -8-
of this Agreement and Lessee hereby agrees to execute and record such documentation reasonably requested by Lessor evidencing such termination.
E. Lessee shall fully and promptly pay for all utilities furnished to the Premises for the use, operation and maintenance of Lessee's Facilities.
F. Upon the expiration, cancellation or termination of this Lease, Lessee shall surrender the Premises to Lessor in the same condition existing at the time Lessee occupied the Premises, less ordinary wear and tear.
VII - INTERFERENCE WITH COMMUNICATIONS
Lessee's Facilities shall not disturb Lessor's communications configurations, equipment and frequency operated on Lessor's Property for official Airport communications (Lessor's Communica- tions). Lessee's Facilities shall comply with all non-interference rules of the Federal Communications Commission ("FCC") and all applicable rules of the Federal Aviation Administration ("FAA") and shall not interfere with Lessor's flight communications or official Airport communications. Lessor shall use good faith and reasonable best efforts to avoid interference with Lessee's Facilities and Lessor shall at all times comply with the non-interference rules of the FCC and all applicable rules of the FAA. If the use of wire- less, cellular or radio equipment or radio frequencies by Lessor's other tenants, licenses or occupants renders the Premises unsuit- -9-
'able for Lessee's operations in the reasonable opinion of Lessee ("Impediment"), and Lessor or Lessee is unable to remedy the Impediment with good faith reasonable efforts within two (2) business days after written notice from Lessee setting forth a description of the Impediment; then Lessee shall have the option to immediately terminate this Lease.
VIII - TAXES AND ASSESSMENTS
Lessee shall pay all taxes (including possessory interest tax) and assessments that may be levied upon the leased Premises, and Lessee's Facilities.
IX - TERMINATION
This Lease may be terminated without further liability on thirty (30) days prior written notice as follows: (i) by either party upon a default of any covenant, condition or term hereof by the other party, which default is to be cured within sixty (60) days of receipt of written notice of default (ii) by Lessee for any reason or for no reason, provided Lessee delivers written notice of termination to Lessor prior to the Rent Commencement Date, (iii) by Lessee if it does
not obtain or maintain, licenses, permits or other
approvals necessary to the construction or operation of Lessee's Facilities; or (iv) by Lessee if Lessee is unable to occupy or utilize the Premises due to ruling or directive of the FCC or other governmental or regulatory agency, including, but not limited to, a take back of channels or change in frequencies; or (V) by Lessee if -10-
•Lessee determines that the Premises are hot appropriate for its operations for economic, environmental or technological reasons, including without limitation, signal strength or interference.
X- RELOCATION
Subject to the other provisions of this Lease, in the event Lessor desires to redevelop, modify, remodel or in any way alter its property and any improvements thereon ("Redevelopment"), Lessor shall in good faith use its best effort to fully accommodate Lessee's continuing use of the Premises. Should any proposed Redevelopment necessitate the relocation of the Premises or Lessee's Facilities, and/or any alterations to Lessee's Facilities, Lessee shall relocate or make the necessary alterations, at Lessee's sole cost, expense and risk; provided however, that Lessor has provided Lessee with no less than six (6) months prior written notice of Lessor's proposed Redevelopment, unless directed by the FAA. Lessor shall only be entitled to relocate Lessee's Facilities as set forth above following the expiration of the initial term of this Lease.
Subject to the other provisions of this Lease, in the event Lessor desires to redevelop, modify, or remodel or in any way alter its property and any improvements thereon ("Redevelopment"), Lessor shall in good faith use its best effort to fully accommodate Lessee's continuing use of the Premises.
XI - DESTRUCTION OF PREMISES
If the Premises or Lessor's Property is destroyed or damaged so -11-
'as in Lessee's judgment, to hinder its effective use of Lessor's Property, Lessee may elect to terminate this Lease as of the date of the damage or destruction by so notifying Lessor no more than thirty (30) days following the date of damage or destruction. In such event, all rights and obligations of the parties which do not survive the termination of this Lease shall cease as of the date of the damage or destruction.
XII - EMINENT DOMAIN
A. If at any time during the term hereof the Premises or any part thereof are taken by a public authority other than Lessor by the laws of eminent domain, then and in every case the leasehold estate and interest of Lessee in said Premises, or any part thereof taken, shall forthwith cease and terminate, and the just compensation awarded by reason of the taking of the Lessor's land and improvements thereon shall be payable to and be the sole property of Lessor.
B. If only a portion of the Premises is so taken by the powers of eminent domain, Lessee may elect to terminate this Lease giving One Hundred Iwenty (120) days prior written notice of Lessee's intention to terminate.
C. If it is mutually agreed between Lessor and Lessee that if such public taking shall prevent Lessee's use and occupancy of the Prémises and improvements, then Lessee shall have the option to terminate this Lease, which option to terminate shall be conditioned -12-
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upon Lessee's removing or restoring said Premises, at the sole option of Lessor, as herein above provided in Clause 7, and paying to Lessor any rent accruing hereunder to the date of termination, and all unpaid taxes and assessments then alien upon said premises.
The value of the remaining improvements removed or restored by Lessee shall be determined and payment therefore made to Lessee in the manner set forth in Section D below.
D. Any compensation which would otherwise be payable under this paragraph to Lessee shall first be paid directly to any encumbrances of the leasehold interest, to the extent of such encumbrance.
XIII - INSURANCE
A. Lessee shall, throughout the duration of this Lease, maintain comprehensive general liability and property damage insurance, or commercial general liability insurance, covering all operations of the Lessee, its agents and employees, performed in connection with this Lease including but not limited to premises and automobile.
B. Lessee shall maintain the following limits:
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General Liability
Combined Single Limit Per Occurrence $1,000,000
General Aggregate
$1,500,000
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Automobile Liabiity
Combined Single Limit Per Occurrence •
$1,000,000
Fire Insurance
Fire Legal Liability coverage of $100,000;
Fire insurance with extended coverage and debris-
cleanup provisions, in an amount equal to ninety
percent (90%) of actual cash value of all improve-
ments installed by Lessee in or on the leased
Premises.
C. All insurance companies affording the above coverage to the Lessee shall be required to add the City of Salinas as "additional insured" by endorsement under the insurance policy.
D. All insurance companies affording coverage to the Lessee shall be insurance organizations authorized by the Insurance Commissioner of the State Department of Insurance to transact the business of insurance in the State of California.
E. All insurance companies affording coverage shall provide thirty (30) days written notice by certified or registered mail to the City of Salinas should the policy be cancelled or reduced in coverage before the expiration date. For the purpose of this notice requirement, any material change prior to expiration shall be considered cancellation.
F. Lessee shall provide evidence of compliance with the -14-
insurance requirements listed above by providing a certificate of insurance, in a form satisfactory to the Risk Manager, concurrently with the
submittal of this Agreement. A statement on the insurance certificate which states that the insurance company "will endeavor" to notify the certificate holder, "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" does not satisfy the requirements of subsection (E) herein. The Lessee shall ensure that the above quoted language is stricken from the certificate by the authorized representative of the insurance company. The insurance certificate shall also state the unpaid limmits of the policy.
G. Lessee shall provide a substitute certificate of insurance no later than thirty (30) days prior to the policy expiration date.
Failure by the Lessee to provide such a substitution and extend the policy expiration date shall be considered a default by Lessee and may subject the Lessee to a Stop Work Notice until the Lessee has cured the default.
H. Maintenance of insurance by the Lessee as specified in this Lease shall in no way be interpreted as relieving the Lessee of any responsibility whatever and the Lessee may carry, at its own expense, such additional insurance as it deems necessary.
I. In the event Lessee is lawfully self-insured in any of the aforementioned insurance areas during the term of this agreement, a letter certifying those areas of coverage, and in the minimum amounts as set forth in this agreement, shall be furnished by the -15-
'Lessee to the Lessor's Airport Manager no less than thirty (30) days prior to expiration or discontinuance of the insurance required above.
XIV - RIGHT TO ASSIGN AND SUBLET
A. Except to an assignment to Lessee's affiliates, Lessee shall not encumber, sublet, assign or otherwise transfer this Lease, or any right or interest herein, or in or to any of the buildings and improvements on the Premises, without the prior written consent of Lessor, and no such encumbrance, subletting, assignment or transfer, whether voluntary or involuntary, by operation of law, under legal process or proceedings, or otherwise, shall be valid or effective without such prior written consent.
B. If Lessee hereunder is a corporation or an Unincorporated association or a partnership, the transfer, assignment or hypothe- cation of any stock or interest in said corporation, association or partnership, in excess of fifty percent (50%) shall be deemed an assignment within the meaning of this Lease. A transfer or an assignment of any such stock or interest to a shareholder's or member's spouse, children or grandchildren is excepted from the provisions of this paragraph.
C. Should Lessee attempt to make or suffer to be made any such encumbrance, assignment, transfer or subletting, except as afore- said, or should any right or interest of Lessee hereunder or in or -16-
to said buildings and improvements be transferred or sold by or under court order or legal process, or otherwise, then any of the foregoing events shall be deemed a breach of the conditions and restrictions of this Lease and thereupon Lessor may, at its option, terminate this Lease forthwith by written notice thereof to Lessee, or 'exercise other rights provided by law or in this Lease to be exercisable by Lessor in the event of any default or breach under this Lease.
D. Should Lessor consent to any such encumbrance, assignment, transfer or subletting, such consent shall not constitute a waiver of any of the restrictions of this clause and the same shall apply to each and every encumbrance, assignment, transfer or subletting, hereunder and shall be severally binding upon Lessee, and each and every encumbrance, assignee, transferee, subtenant and other successor in interest of Lessee.
E. Lessor agrees that it will not unreasonably withhold its consent to any subletting, assignment or transfer reguiring its prior approval hereunder, but Lessor may withhold such consent:
1. If the proposed assignee shall not covenant in writing to keep, perform and be bound by each and all the covenant's and conditions of this Lease herein provided to be kept and performed by Lessee and to assume any previously accrued obligations hereunder.
2. If this Lease is not in full force and effect without default at such time in any respect.
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3. At any time while there is any work or improvement or demolition in progress or uncompleted on the Premises.
4. Until a reasonable determination has been made by Lessor that the assignee, transferee, subtenant or other successor in interest of Lessee can pay rent and operate in accordance with the standards required by Lessor.
F. Any document which purports to assign, transfer, encumber or sublet the Premises or any part thereof, shall incorporate directly or by reference all provisions of the Lease unless otherwise amended in writing and the term of any such document shall be bound by the length and options of this Lease.
G. In the event such assignment, transfer or subletting is at a rental rate greater than the current rate being paid by Lessee, Lessor will be paid fifty percent (50%) of that amount which is over the amount paid by Lessee.
XV - NON-DISCRIMINATION
A.
The Lessee for itself, its heirs, personal represen-
tatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree "as a covenant running with the land" that in the event Facilities are constructed, maintained, or otherwise operated by Lessee on the Premises described in this Lease, for a purpose for which a Department of Transportation (DOT) program or activity is extended or for another -18-
purpose involving the provision of similár services or benefits, Lessee shall maintain and operate such Facilities and services in compliance with all other requirements imposed pursuant to Title 49, • Code of Federal Regulations, DOT Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.
B. Lessee for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree "as a covenant running with the land" that:
1. No person on the grounds of race, color, or national origin shall be excluded from participating in, denied the benefits of, or be otherwise subjected to discrimination in the use of said Facilities.
2. That in the construction of any improvements on, over, or under such land and the furnishing of services thereon no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination.
•
3. That Lessee shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, code of Federal Regulations, Department of Transportation, Sub-title A, Office of the Secretary, Part 21, Nondiscrimination in Federally -19-
Assisted Programs of the Department of Transportation Effectuation • of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.
That in the event of breach of any of the above nondis- crimination covenants, Lessor shall have the right to terminate the Lease upon reasonable advance notice if Lessee has not cured the breach within thirty (30) days from Lessor's written notice to Lessee of the breach, and to reenter and repossess said land and the facilities thereon, and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed including expiration of appeal rights.
D. Lessee shall furnish its accommodations and/or services on a fair, equal and non-unjustly basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; PROVIDED THAT the Lessee may be allowed to make reasonable and nondiscriminatory discouts, rebates or other similar type reductions to volume purchasers.
E. Non-compliance with Paragraph D above shall constitute a material breach thereof and in the event of such non-compliance Lessor shall have the right to terminate this Lease and the estate hereby created without liability therefore or at the election of the Lessor or the United States either or both said Governments shall have the right to judicially enforce provisions upon reasonable advance notice if Lessee has not cured the breach within thirty (30) -20-
days from Lessor's written notice to Lessee of the breach.
F. Lessee agrees that it shall insert the above five (5) provisions in any Lease by which said Lessee grants a right or privilege to any person, firm or corporation to render accomodations and/or services to the public on the premises herein leased.
XVI - AFFIRMATIVE ACTION PROGRAM
To the extent required by law as it relates to Lessee's use and operation of the Premises, (1) Lessee assures that it will undertake an Affirmative Action program as may be required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in CFR Part 152, Subpart E; (2) Lessee assures that no person shall be excluded on those grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart; and (3) Lessee assures that it will require that its covered suborganizations provide assurance to the Lessee that they similarly will undertake affirmative action programs and that they will require assurances from their suborganizations, as may be required by 14 CFR Part 152, Subpart E, to the same effort. •
XVII - NON-EXCLUSIVE RIGHT
It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive -21-
right within the meaning of Section 308A of the Federal Aviation Act of 1958, as amended, (49 U.S.C., 1349a).
XVIII - LESSEE AGREEMENTS
A. Lessee agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations and Ordinance No. 1719 of the City of Salinas dated November 21, 1977, in the event future construction of a building in planned for the Premises, or in the event of any planned modification or alteration of any present or future building or structure on the Premises.
B. Lessee by accepting this Lease, expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object, nor permit the growth of any tree on the land leased hereunder to penetrate the transitional surfaces, as defined in Federal Aviation Regulations and Ordinance No. 1719 of the City of Salinas. In the event aforesaid covenants are breached, Lessor reserves the right to enter upon the Premises leased hereunder and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of the Lessee.
C. Lessee by accepting this Lease, agrees for itself, its successors and assigns that it will not make use of the Premises in any manner which might interfere with the landing and taking off of aircraft from Salinas Municipal Airport or otherwise constitute a -22-
hazard. In the event the aforesaid covenant is breached, Lessor reserves the right to enter upon the Premises hereby. leased and cause the abatement of such interference at the expense of the Lessee if Lessee has not cured the interference promptly following notice by Lessor.
XIX - TITLE AND QUIET ENJOYMENT
A. Lessor warrants that it has full right, power, and
authority to execute this Lease; further warrants that Lessee shall have quiet enjoyment of the Premises during the term of this Lease or any renewal term.
B. Lessee has the right to obtain a title report or commitment for a leasehold title policy from a title insurance company of its choice. If, in the opinion of Lessee, such title report shows any defects of title or any liens or encumbrances which may adversely affect Lessee's use of the premises, Lessee shall have the right to terminate this Lease immediately upon written notice to Lessor. •
XX - REPAIRS
Lessee shall not be required to make any repairs to the Premises except for damages to the Premises caused by Lessee, its employees, agents, contractors or subcontractors.
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XXI - HAZARDOUS SUBSTANCES
A. Pursuant to Health and Safety Code section 25359.7, Lessee •shall notify Lessor in writing within a reasonable time of any material release of hazardous substances and of any hazardous substances that have come to be located beneath the Salinas Municipal Airport as a result of Lessee's activities on the Premises.
B. Prior to the expiration of this Lease, Lessee shall at ts sole expense remove all items of personal property, including but not limited to all flammable substances and hazardous materials and wastes as defined by state or federal law which were brought onto the Premises by Lessee, its agents, employees or contractors.
C. Lessee shall make available for inspection to the Lessor, all records relating to the maintenance, release, mitigation and cleanup of any hazardous substances on the Premises.
D. Lessee shall comply with all federal, state and local laws and regulations reltaing to hazardous materials and wastes, and shall timely comply with the orders of any governmental agencies relating thereto.
E. Lessor may reasonably enter upon and inspect the Premises at any time upon reasonable advance notice by Lessor.
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XXII - MISCELLANEOUS
A. If any provision of the Lease is invalid or unenforceable with respect to any party, 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 not be affected and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.
B. This Lease shall be binding on an inure to the benefit of the successors and permitted assignees of the respective parties.
C. Any notice of demand required to be given herein shall be made by certified or registered mail, return receipt requested, confirmed fax, or reliable overnight mail to the address of the respective parties set forth below:
Lessor: Salinas Municipal Airport
City of Salinas
30 Mortensen Avenue
Salinas, CA 93905
Lessee: Pacific Bell Mobile Services
4410 Rosewood Drive
Building 1, 4th Floor
Pleasanton, CA 94588
Lessor or Lessee may from time to time designate any other address -25-
for this purpose by written notice to the other party. Prior to assignment, Lessee shall notify Lessor of the name and address of any assignee under this Lease for the purpose of written notice.
D. This Lease shall be governed under the laws of the state of California.
E. The substantially prevailing party in any legal claim arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any.
F. Terms and conditions of this Lease which by their sense and context survive the termination, cancellation or expiration of this Lease will so survive.
G. Upon request either party may require that a Memorandum of Lease be recorded in the form of Exhibit "C".
H. This Lease constitutes the entire Lease and understanding between the parties, and supersedes all offers, negotiations and other leases 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 -26-
executed by both parties.
I. Improvements; Access. Lessor shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow access. Lessor shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by Lessee's use of such roadways. If Lessee causes any such damage, it shall promptly repair same.
J. Environmental. Lessor has owned and has been actively in charge of the maintenance of the property within which the Premises are located for forty seven (47) years, and based upon such, represents to the best of his/her knowledge and good faith, that the Premises have not been used for the generation, storage, treatment or disposal of hazardous materials. In addition, Lessor represents that no hazardous materials, hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof) or underground storage tanks are located on or within ten -27-
(10) feet of the Premises. Notwithstanding any other provision of this Lease, Lessee relies upon the representations stated herein as a material inducement for entering into this Lease.
LESSOR:
APPROVED AS TO FORM: SALINAS, a municipal corporation
STEPHANIE A. ATIGH
city Attorney Alasty
MAYOR
LESSEE:
RECOMMENDED FOR APPROVAL: PACIFIC BELL MOBILE SERVICES, a California Corporation
By:
KEVIN FLAHERTY,
Network Deployment
ATTEST:
ATTEST WITNESS:
CumCamf
CITY CLERK
Title:
-28-
SEP-23-2005 1c. 00:20 CITY OF SALINAS FINANCE P.45
09/61/ G000 TAU VIV
EXHIBIT A
LEGAL DESCRIPTION OF LESSOR'S PROPERTY
Description of Lessor's Property
Lessor's property of which Premises are a part is legally described as follows:
The land referred to in this report is situated in the State of California, County of Monterey, City of Salinas and is described as follows:
Parcel "A" and all that certain portion of land designated and "Airport Lands", as shown on that certain map filed for record Äpril 19, 1972 in Volume 10 of Surveys, at page 104, filed in the office of the County Recorder, County of Monterey, State of California.
Excepting therefrom those certain portions of land as shown and designated as "Salinas Airport Business Center Unit No. 1, Tract 922", fled for record May 6, 1981 in Volume 14 of Cities and Towns; page 57, "Salinas Airport Business Center Unit No. 2, Tract 1005", filed for record November 20, 1984 in Volume I5 of Cities and Towns, page 54; Parcel "A", as shown on that certain Parcel Map filed for record November 22, 1983 in Volume 15 of Parcel Maps, at page 189, Parcel "A", as shown on that certain Parcel Map filed for record December 14, 1989 in Volume 18 of Parcel Maps, at page 11, filed in the office of the County Recorder, County of Monterey, State of California.
APN: 003-862-001 & 003-863-036
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... Page I of !
SF.S21.01, Saljnaş Airpan SPiA- is Descripion of Property SEP-23-2005 05:20 ¡as rais are CITY OF SALINAS FINANCE P. 46
EXHIBIT B
DESCRIPTION OF PREMISES
The location of the Premises within the Lessor's property together with accers, ingress, egress, easements and utilities are more particularly described o depicted as follows:
SAUNAS HUMOPAL CONS COURSE
PACIFIC * BELL,
10d
Mobile Services
MCE
A1:
A final drawing or copy of a property survey dopicting the above will replace this Exhibit"B" when initialed by Lessor.
Notes
1. This Exhibit may be replaced by a land survey or Site Plan of the Premises once it is received by Lessee.
2. Setback of the Premises from the Lessor's boundaries shall be the distance required by the applicable governmental authorities
3. Vidth of access road shall be the width required by the applicable governmental authorities, including polic - 4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only.
Actual types, numbers, mounting positions may vary from what is shown above.
Exhibit E. petulurian of Premaine
SP-823-0), Salinas Airpon
SEP-23-2005 CITY OF SALINAS FINANCE -P.47
EXHIBIT B
DESCRIPTION OF PREMISES
The location of the Promises within the Lessor's property together with accoss, ingress, egress, easements and utilities are more particularly described or depicsed as follows:
NEATENSEN AVENG PACIFIC * BELL. Maba. Services
MCE A COAST HONES
9R Aar
2594. SATI
A2
A final draving or copy of a property survey depicting the above will replace this Exhibit "B" when initialed by Notes
1. This Exhibit may be replaced by a land survey or Site Plan of the Premises once it is received by Lessee.
2. Setback of the Premises from the Lessor's boundaries shall be the distance required by the applicable govemmental authorities.
3. Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments.
4. The type, number and mounting positions and locations of antennas and transmission lines ure illustrative only.
Actual types, numbers, mounting positions may vary from what is shown above.
Exhibit B - Descripcion of Premises
P.821-01, Salines Airport
CITY OF SALINAS FINANCE
611 LUVU
EXHIBIT B
DESCRIPTION OF PREMISES
The location of the Premises within the Lessor's property together with access, ingress, egress, easements and utilities are more particularty described or depicted as follows:
77. PACIFIC * BELL. Mabdo Sarvicos
I MICE
PRET
A3
A final drawing or copy of a property survey depicting the above will replace this Exhibit "B" when initialed by Lessor.
Notes
1. This Exhibit may be replaced by a land survey or Site Plan of the Premiscs once it is received by Lessco.
2. Setback of the Premises from the Lessor's boundaries shall be the distance required by the applicable governmental authorities
Width of access road shall be the width required by the applicable governmental authorities, including police and fire departments.
4. The type, number and mounting positions and locations of antennas and transmission lines are illustrative only.
Actual types, numbers, mounting positions may vary from what is shown above.
Exhibir B. Descrimion of Promises
SF-823-01, Salines Airpar
„ºF2-72-205 12: 04 P23 CITY OF SALINAS FINANCE 4vr. 49
a163
46-54 REEL 3404 PAGE 1407
EXHIBIT C
R 2
RECORDING REQUESTED BY. AND RECORDED AT RIODEST.OF
WHEN RECORDED, RETURN TO: M /
s.B.s.54
Pacific Bell Mobile Services RF
4420 Rosewood Drive, Building. 2, 2nd Floor
Pleasanton, Califomia 94588 TC 3 AUG 8 || 06 AM "95
Attention: Barbara Hendricks. T 15 OFFICE OF RECORDER
COUNTY OF MONTEREY
SALINAS. CALIFORNIM
MEMORANDUM OF LEASE
_ 19 kis betwo Salinas, a
RECITALS
incorporated herein by this reference; and
WHEREAS, Lessor and Lessee desire to record notice of the Lease in the Official Records of Monterey Cously, Califomia;
NOW, THEREFORE, in consideration of the foregoing, Lessor and Lessee hereby declare as follows:
Demise. Lessor has leased the Premises to Lessee (togcther with access rights), and Lessee has hired the Premises from Lessor, subject to the terms, covenants and conditions contained in the Lease.
Expiration Dase. The term of the Lease ("Term"') is scheduled to commence on or before December 31, 1996, and shall expire five (5) years thereafter, subject to Lessee's option to extend the Term pursuant to Section 4 of the Lease for Five (5) additional terms of five (5) years each,
3. Lease Controlling. This Mcmorandum is solely for the purpose of giving constructive notice of the Lease. In the event of conflict befueen the terms of the Lease and this Memorandum, the terns of the Lease shall control. (Signature Page Pollows)
Exhibit C - Memonendum of Loesc
SF-8Z3-01, Satinas Airpart
SEP-23-2005 05:21 CITY SALS PE
V9/ C1! CUVO 16:04
REEL 3404 PAGE 1408
IN WITNESS WHĘREOF, Lessor and Lessce have executed this Memorandum of Leasc as of the date and year first written above.
ATTEST WITNESS: LESSOR Salinas, a Municipal corporation By: Aland Sigh
City Clerk Mayor
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ATTEST WUNESS: LESSEE Pacific Bell Mobile Services,
= California corporation
Beautal 6-14-96 FRen Flah
By:
Kevin Flaherty
Tifle: •Network Deployment Mahiäger
STATE OF CALIRORNIA
COUNTY OF Monterey
On July 19, 1996 before me, Bea Pereira, Notary Public, personally appeared Alan D. Styles - personally known to me far prowed to-e-en-the bresis of satisfactory evidence) to be the person(s) whose name(e) is/goesubscribed to the within instrument and acknowledged to me that he/she/thcy executed the same in his/tatial authorized capacity(lex), and that by his/offer signature?) on the instrument the person(), or the entity upon behalf of which the person(a) acted, exceuted the instrument.
WITNE my hand and official scal.
BEA PEREIRA
Signature: (Seal) Commission # 1069034
Notary Public - Coltomie
Womersy County
My Comm. Expiran May 10.2000
STATE OF CALIFORNIA
COUNTY OF
On before mc, - personally
appeared → personally kouwn to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whase name(s) is/are subscribed to the within instrument and acknowledged to me that heishe/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal
Signature: (Seal)
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!
SUBSCRIBING-WITNESS CERTIFICATE ("WITNESS JURAT"!
State of California
County of Santa Craz
on gune 14, 1956
_, before me, the undersigned Notary Public, personally appeared i wafford. Xpersonally known to me - OR - I proved 1o me on the oath/affirmation of
Name of Credible Witness Who Identifies Subscribing Witness , who is personally known to me, to be the person ..... whose name is subscribed to the within instrument as a
witness thereto, who, being by me duly sworn, deposes
and says that he/she was present and saw
Kevin: Flaherty, the same person
Name of Absent Principal Signer
described in and whose name is subscribed to the within ERIN K. MATTHEWS instrument in his/her authorized capacity(ies) as a party COMM. 1049091
Notary Public - Califomia thereto, execute and deliver the same, and that said SANTA CRUZ COUNTY affiant subscribed his/her name to
My Comm. Expires JAN 5, 1999 the within
instrument as a witness at the request of
Kevin Flakerty
Name of Principal Signer (Again)
WITNESS my hand and oficial seal.
Signature of Notary Public
— OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Number of Pages:
Signers) Other Than Named Above:
Capacity Claimed by Principal Signer -
• Individual
• Corporate Officer — Title(s):
RIGHT THUMBPRINT OI
• Partner - O Limited O General SUBSCRIBING WITNESS
• Attorney-in-Fact Top of thumb here
• Trustee
. • Guardian or Conservator
• Other:
Absent Signer (Principal) is Representing:
© 1995 National Notary Associalion • 8236 Remmel Ave.. P.O. Box 7184 • Canoga Park, CA 91309-7184 Prod. No. 5908
Reorder: Call Toll-Free 1-800-876-6827
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EXHIBIT A TO THE MEMORANDUM OF LEASE
LEGAL DESCRIPTION OF LESSOR'S PROPERTY
Description of Lessor's Property
Lessor's Property of which Premises are a part is legally described as follows:
of Salinas and is described as follows: The land referred to in this report is situated in the State of California, County of Monterey, City Parcel "A" and all that certain portion of land designated and "Airport Lands", as shown on that certain map filed for record April 19, 1972 in Volume 10 of Surveys, at page 104, filed in the office of the County Recorder, County of Monterey, State of California.
Excepting therefrom those certain portions of land as shown and designated as "Salinas Airport Business Center Unit No. 1, Tract 922", filed for record May 6, 1981 in Volume 14 of Cities and Towns, page 57, "Salinas Airport Business Center Unit No. 2, Tract 1005", fled for record November 20, 1984 in Volume 15 of Cities and Towns, page 54; Parcel "A", as shown on that certain Parcel Map filed for record November 22, 1983 in Volume 15 of December 14, 1989 in Volume 18 of Parcel Maps, at page 11, filed in the office of the Parcel Maps, at page 189, Parcel "A", as shown on that certain Parcel Map filed for record County Recorder, County of Monterey, State of California.
APN: 003-862-001 & 003-863-036
Exhibit C - Memorandum of Lease Page 3 of 3
SF-823-01, Salinas Airport