Taft City Council
June 17, 2025

ATTEST:
__________________________________
Faith Melton
Deputy City Clerk

STATE OF CALIFORNIA )

COUNTY OF KERN ) SS

CITY OF TAFT )
I, Faith Melton, Deputy City Clerk of the City of Taft, do hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of Taft at a regular meeting thereof held on the 17th day of June, 2025, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
__________________________________
Faith Melton
Deputy City Clerk

REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
DATE: JUNE 17, 2025
TO: HONORABLE MAYOR AND COUNCIL MEMBERS

AGENDA MATTER:

UPDATED RENTAL FORM AND RATES FOR THE OILDORADO ROOM LOCATED AT THE

TRANSIT CENTER
SUMMARY STATEMENT:

The Oildorado Room rental rates have not been updated since 2018. Due to the increase in operating costs and maintenance expenses related to the facility, the rates need to be increased so the city is not operating the room at a loss. In the proposed updated rental forms, it includes the updated discount for Local Government Agencies, Non-Profit Organizations/Groups, and City Employees.

RECOMMENDED ACTION:

Motion to approve the update of the rental forms and rates for the City owned event center known as the Oildorado Room located at the Taft Transit Center Building at 550 Supply Row, Taft CA and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): Yes: Rental Form
PREPARED BY: Office of the City Manager

BUILDING REQUEST FORM
OILDORADO ROOM- 550 Supply Row, Taft, California 93268
RENTAL FEE:
$50 (NON-REFUNDABLE) Processing Fee (Due at time of booking) $150 per hr. Minimum 2 hrs. Event shall not go past 12 AM DEPOSIT: $250 without Alcohol (REFUNDABLE) (Due at time of booking) DEPOSIT: $500 with Alcohol (REFUNDABLE) (Due at time of booking) BALANCE DUE 14 days prior to event
CAPACITY: 124 inside/ Patio: 96
*Set up time and cleaning time are to be included in total hours reserved. *Set up the day prior to the event, (if the facility is available) fee is one time fee of $200 with a maximum of 2 hrs. to access the facility for set up.

NO CHANGES CAN BE MADE 14 DAYS PRIOR TO EVENT *For any Staff assistance please call Taft Police Department (661) 763-3101 and request Public Works on-call staff.

GENERAL INFORMATION (PLEASE PRINT)
Primary Contact Person:

Date of Application: Organization (if applicable)/Renter Name:

Address: City: State: Zip:

E-mail: Day Phone: Evening Phone: Cell:

EVENT INFORMATION (PLEASE PRINT) PLEASE INCLUDE SET UP AND CLEAN UP TIME IN CALCULATION Date(s):

Estimated Attendance:

Time in Facility: From: a.m. /p.m. To: a.m. /p.m.
hat $100/hr.

DESCRIPTION OF EVENT/ACTIVITIES (CHECK ALL THAT APPLY):

Note: Describe topics for Lecture and Meeting if applicable on the other line below. □ Anniversary
□ Baby Shower
□ Engagement
□ Graduation
□ Quinceanera
□ Baptism
□ Retirement
□ Birthday Adult/Child
□ Debut
□ Funeral
□ Lecture
□ Meeting
□ Reunion
□ Wedding
□ Wedding Shower
□ Other Event Info/Describe Lecture/Meeting/Outdoor Activities:

CHECK THE BOXES THAT APPLY TO YOUR EVENT:

Food or Beverage (Non-alcoholic): □ Served □ Sold □ N/A If a meal is being served, will it be catered: □ Yes □ No Alcoholic Beverages: □ Served □ Sold □ N/A
If Alcoholic Beverages will be served or sold, please check all that apply: □ Beer □ Wine □ Liquor Is there a charge to attend the Event: □ Yes □ No
Is the Event open to the public: □ Yes □ No
Is any part of the Event being held outdoors: □ Yes □ No Will there be Amplified Sound and/or Dancing: □ Yes □ No If there will be amplified sound, please check all that apply: □ Live Music □ Disc Jockey □ Stereo/CD/MP3 Player If facility is not vacated by end of time, I understand that I will forfeit my deposit (Initial)
□ Local Government Agencies reduced rate of 50%
□ Non-Profit Organization/Group requesting reduced rate of 50% for an event that will benefit the community, must submit a written letter to the City Manager for approval a minimum of 30 days prior to event.
□ Full Time City Employee Discount of 50% off original fee and waiver of deposit. (1 event per year.) City employee hereby agrees to self-clean the facility at no cost to the city. Employee is still financially responsible for any damages.

ACCESS TO THE FACILTY:

It is the Renter’s responsibility to meet with City staff to access the Facility at the reserved time, for both opening and locking up. If leaving the facility earlier than scheduled time, call 661-763-3101 and request Public Works on-call staff to lock up. Leaving the facility unattended will forfeit your deposit.

DEPOSITS:

All deposits will be mailed to the renter once the facility has been inspected, and deposit request has been processed by the Finance Department. Any additional cleaning or damage to the facility will forfeit the entire deposit. Any decorations and equipment left at the facility will not be the responsibility of the City of Taft.

ACKNOWLEDGEMENT:

I hereby certify that I have read and understood all terms and conditions regarding the use of the facility that I am renting. I further agree to hold the City of Taft, its governing board, the individual members thereof, and all officers, agents, and employees free and harmless from any loss, damage, liability, costs or expenses that may arise during (or caused in any way) such use or occupancy of City property. I also understand that if I or any persons attending the event bring in alcohol without having the alcohol agreement section completed, I am in violation of this contract and the Police Department can shut down my event and I will not be entitled to my deposit back.

RENTER’S SIGNATURE: DATE:

If selling alcohol, copies of the following permits/license must be submitted 7 days prior to the scheduled event:
• ABC License- Sale of alcoholic beverages or exchange of any type of monetary consideration that includes alcohol (i.e., meal ticket, admission fee, etc.) requires a permit from the Department of Alcoholic Beverage Control (ABC)
https://www.abc.ca.gov/licensing/apply-for-a-new-license/ • Alcohol Insurance Endorsement- City of Taft
additional insured 1 million and City of Taft must be listed as the Certificate Holder
If serving alcohol, copies of insurance must be submitted 7 days prior to the scheduled event:
• Alcohol Insurance Endorsement- City of Taft
additional insured 1 million and City of Taft must be listed as the Certificate Holder
If applicable, copies of the following permits/license must be submitted 7 days prior to the scheduled event:
• Business License- A City of Taft Business License is
required for all businesses (caters, DJs/Bands, photographers, etc.) performing a service at an event. Contact Business License Department (661) 763-122 ext. 131.

CITY OF TAFT

HOLD HARMLESS AGREEMENT
(Organization Name/Renter Name) agrees to indemnify and hold harmless the City of Taft, its officers, agents, volunteers and employees or any other person against loss or expense including attorney’s fees, by reason of the liability imposed by law upon the City, except in cases of the City’s sole negligence, for damage because of bodily injury, including death at any time resulting therefrom, sustained by any person or persons, or on account of damage to property arising out of or in consequence of the Agreement, whether such injuries to persons or damage to property are due or claim to be due to any passive negligence of the City, its employees or agents or any other person. It is further understood and agreed that the Organization shall (at the option of the City) defend the City of Taft with appropriate counsel and shall further bear all costs and expenses, including the expense of counsel, including in the defense of any suit arising hereunder.

Organization Name/ Renter Name Organization Name/ Renter Name Signature
Mailing Address Date
City, State, Zip

OFFICE USE ONLY
ABC LETTER: Yes/No Date Received:__________
Security Required: Yes/No If Yes, number of guards: _____ All special events may be required to have security assigned at the discretion of the City of Taft Chief of Police and or City Manager.

Rental Rate: _________
Deposit Amount: _ Total Due:

PAYMENTS:

Amount: $_________ Receipt: #__________ Balance Due: $ _________ Date: _______ Amount: $_________ Receipt: #__________ Balance Due: $ _________ Date: _______ Amount: $_________ Receipt: #__________ Balance Due: $ _________ Date: _______ RESERVATION PERMIT APPROVED: ___________________________________ Craig Jones, City Manager/Public Works Director
REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
DATE: JUNE 17, 2025
TO: HONORABLE MAYOR AND COUNCIL MEMBERS

AGENDA MATTER:

PROFESSIONAL SERVICE AGREEMENT- HF&H SB 1383 TECHNICAL ASSISTANCE SUMMARY STATEMENT:

Due to the passage of SB1383 and the complexity of the required record keeping and reporting requirements staff have been utilizing grant funds to pay for professional services by HF&H.

The use of grant funds has helped the city by preventing the need for FTE positions in the public works department.

City staff continue to evaluate and lessen the negative financial impact of the passage of SB 1383 when possible. The new agreement with HF&F is required by the Cal-Recycle 1383 assistance grant for city funds reimbursement.

RECOMMENDED ACTION:

Motion to Authorize the City Manager to sign an agreement with HF&F Consultants to assist in SB 1383 compliance and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): Agreement
PREPARED BY: Public Works
HF&H Consultants
590 Ygnacio Valley Rd. Suite 105
Walnut Creek, CA 94596
Phone: (925) 977-6950
Web: hfh-consultants.com
May 30, 2025
Craig Jones
City Manager
City of Taft
209 East Kern Street
Taft, CA 93268
Subject: Professional Services Agreement – SB 1383 Gap Analysis, Program Evaluation, Recordkeeping, and Reporting
Dear Craig Jones,
In response to the City of Taft’s (City) request, HF&H Consultants, LLC (HF&H) has prepared this proposal to perform a gap analysis for City compliance with Senate Bill 1383 (SB 1383), including a review of the City’s SB 1383 Direct Service Providers with a particular focus on Westside Waste Management’s (Westside Waste) performance under its Franchise Agreement for SB 1383 Required Collection Services and Reporting to the City (Agreement). This letter presents HF&H’s proposed scope of work and budget for these services. To minimize disputes arising from a subjective assessment of performance, the Direct Service Provider performance review is intended to focus on key areas of the Agreement for which SB 1383 compliance can be objectively assessed.

Scope of Work
TASK 1: SB 1383 GAP ANALYSIS AND PROGRAM EVALUATION
HF&H will perform analysis of programs implemented by the City and Direct Service Providers to determine overall compliance with SB 1383 and identify any compliance gaps. HF&H will review relevant background documents such as the Agreement, correspondence between the City and Direct Service Providers, reports submitted to the City by Direct Service Providers, records created and retained by the City and Direct Service Providers, and any other background information provided by the City or Direct Service Providers that is relevant to this review. HF&H will meet with key City, Westside Waste, and other Direct Service Provider staff, upon City request, to review the approach to the program evaluation. This initial meeting will include a review of the scope, discussion of key focus areas for the review, discussion of data and access needs, and the schedule for the review. Following the initiation meeting, HF&H will create separate requests for information (RFI) for the City and Direct Service Providers. HF&H will monitor the receipt of data from the RFIs. To the degree feasible based on the area of performance and the receipt of information, HF&H may proceed with specific areas of the review prior to receipt of all requested information.

During the review, HF&H will coordinate as needed with both City and Direct Service Provider staff, including via email, phone, and periodic meetings with City staff and/or Direct Service Providers to resolve logistical matters, discuss data, and consider preliminary findings. HF&H will present findings of the evaluation to the City for consideration.

Craig Jones
May 30, 2025

HF&H will review key areas of Direct Service Providers’ performance of programs most relevant to SB 1383 compliance. While the main focus areas of the evaluation will be discussed at the initiation meeting, we anticipate the review may address, but will not be limited to, key aspects of SB 1383 compliance in the following major areas:

1. Implementation of Diversion Services – Review customer subscription data to ensure that all generators have SB 1383 compliant services or are otherwise compliant via self-haul and/or waivers.

2. Public Education & Outreach – Review compliance with SB 1383 and Agreement requirements to develop and distribute required public education and outreach materials.

The review will include evaluation of Westside Waste’s compliance with: City and CalRecycle reporting requirements; efforts associated with compost giveaways to support recovered organic waste product procurement; and, compliance with language requirements for outreach materials.

3. Diversion & Facility Operations – Verify Westside Waste is transporting materials to appropriate facilities that have guaranteed capacity for City materials.

4. Reports and Records – Review and evaluate record keeping and reporting practices required by SB 1383 and the Agreement. Determine if Direct Service Providers’ reports are complete and accurate and are submitted in a timely manner.

5. Notification Procedures – Review relevant materials and interview staff, supervisors, and/or management about Westside Waste’s internal protocols for monitoring its compliance with the requirements of the Agreement. This includes procedures for identifying issues and notifying the City of key information such as changes in collection days or identification of prohibited container contaminants and notifying customers of key information that may impact collection services such as holidays and presence of prohibited container contaminants. HF&H may also obtain copies of notices transmitted to customers related to the specific noticing requirements to ensure that such notices were compliant with the requirements of the Agreement and SB 1383.

HF&H will summarize the results of the SB 1383 program evaluation in a high-level presentation and supporting documents to the City for SB 1383 implementation that document our key findings and recommendations. HF&H will discuss an outline of the presentation and implementation plan with the City prior to preparing and submitting draft and final versions. HF&H anticipates the City will provide a single set of non-conflicting comments to the presentation and the implementation plan. If applicable, HF&H will also meet with City staff to discuss their comments and questions. Based on the City’s input, HF&H will make any necessary changes and provide a revised draft presentation and implementation plan for City review. Direct Service Providers may be asked to provide a single set of nonconflicting comments to the presentation and implementation plan. HF&H and the City will then meet with Direct Service Providers to review their comments. The final findings and implementation plan will be provided to the City and the City may distribute to Direct Service Providers. After the evaluation, HF&H will be available to support the City in closing any SB 1383 compliance gaps.

Craig Jones
May 30, 2025

TASK 2: SB 1383 RECORDKEEPING AND REPORTING
Per the recordkeeping and reporting requirements of SB 1383 and in alignment with the Agreement terms, HF&H will work with the City to ensure all reporting timelines and Direct Service Provider obligations are consistently met. HF&H will determine what reports are currently required by the Agreement and any other Direct Service Providers to document the City’s compliance with SB 1383. Additionally, HF&H will review the City’s Implementation Record for compliance with SB 1383 requirements. HF&H will further develop a timeline for tracking required reports in support of the City’s SB 1383 Implementation Recordkeeping efforts. Furthermore, HF&H will develop templates and manuals, when deficient or missing, in collaboration with the City. HF&H will provide City staff training on the use of the reporting schedule and templates in overall support of the City’s SB 1383 Implementation Record maintenance.

Schedule
HF&H is available to begin work on this project immediately, upon receiving authorization from the City. Our goal is to complete the program evaluation and support the City in filling any gaps by December 31, 2025. HF&H will make every effort to expedite this schedule; however, doing so requires that HF&H, the City, and any Direct Service Providers perform their obligations under this review promptly.

Fees for Service
The scope of work in this proposal shall be completed on a time and materials basis per the hourly rates in the attached fee schedule (Attachment 1). HF&H will bill the City each month for work completed in the prior month.

Limitations
HF&H’s ability to perform the tasks and to complete the review in a timely manner within the proposed budget and schedule is dependent on timely provision of information in the form requested, prompt review of the draft and revised draft presentation and report, provision of comments, and scheduling of meetings. In particular, the schedule will be affected to the extent that parties are not timely, complete, or accurate in their responses to RFIs and to any follow-up information requests or clarifications from HF&H. * * * *
Craig Jones
May 30, 2025

If you have any questions regarding this Professional Services Agreement, please contact me directly at (925) 977-6959 or [email protected]. I look forward to hearing from you.

Sincerely,

HF&H CONSULTANTS, LLC
Rob Hilton
President
Accepted on behalf of the City of Taft
this ____ day of _____________, 2025
__________________________________
Craig Jones
City Manager
Attachment 1 – Fee Estimate and Standard Billing Arrangements Attachment 1 –
Fee Estimate and Standard
Billing Arrangements

Figure 1. Fee Estimate

BILLING POLICIES
Our policy is to bill for our services based on the standard hourly rates of the staff member assigned, multiplied by the time required to perform the client-related tasks, plus the direct expenses as described above. In implementing this policy, we adhere to the following practices:
• It is our standard practice to e-mail invoices to our clients, although hard copies of invoices can be sent to clients on request.
• We round to the nearest one-quarter hour (e.g., if two hours and 55 minutes are spent on a task, it is recorded as three hours, if two hours and 5 minutes are spent on a task, it is recorded as two hours). A minimum charge of one-quarter hour is charged for any client work performed in a day.
• We do not markup out-of-pocket expenses; however, we may charge administrative or professional time related to the provision of the goods and services associated with these charges.
• If subcontractors are used, HF&H reserves the right to charge a 10% markup. • Mileage fees are based on the round-trip distance from the point of origin.

Executive
Project
Manager
Senior
Associate
Associate
Analyst
$ 365 $ 315 $ 245 $ 200
A Engagement Initiation Meeting 1 1 2 0 4 $1,170
B Develop Initial Request for Information to City and Contractor 0 1 2 0 3 $805 C Facilitate RFI Process 0 1 1 0 2 $560
D Receive and Analyze Information from RFI 0 2 8 0 10 $2,590 E Gap Analysis, Program Evaluation & Findings 1 16 40 0 57 $15,205 F Facilitate Clarifying Questions to Contractor 0 1 2 0 3 $805 G Baseline Analysis Report and Meeting 2 2 4 0 8 $2,340 H Develop SB 1383 Program Implementation Plan 0 6 40 8 54 $13,290 I Facilitate Meeting with City 2 2 2 0 6 $1,850
J Execute SB 1383 Program Implementation Plan 1 4 27 3 35 $8,840 Task 1 Total 7 36 128 11 182 $47,455
A Review of Reporting Timelines for SB 1383 and Direct Service Providers 0 0 2 0 2 $490 B Draft SB 1383 Direct Service Provider Reporting Calendar and Schedule 0 1 2 2 5 $1,205 C Reporting Timeframe and Template Update Meeting 1 2 2 0 5 $1,485 D Review of SB 1383 Implementation Record, Gap Analysis, and Updates 0 4 30 0 34 $8,610 E Update Reporting Templates & Internal Policies 0 4 4 0 8 $2,240 F Draft Standard Operating Procedures for Implementation Record Reporting 0 3 19 2 24 $6,000 Task 2 Total 1 14 59 4 78 $20,030
Total Cost Estimate $67,485
Total
Labor
Hours
Total Cost
($)
Task 1: SB 1383 Gap Analysis and Program Evaluation
Task 2: SB 1383 Recordkeeping and Reporting
Attachment 1 –
Fee Estimate and Standard
Billing Arrangements

• If a client's change to a previously scheduled meeting results in penalties being assessed by a third party (e.g., airline cancellation fee), then the client will bear the cost of these penalties.

While no minimum fee for a consulting engagement has been established, it is unlikely (given the nature of our services) that we can gain an understanding of a client's particular requirement, identify alternatives, and recommend a solution in less than twenty-four consulting hours.

INSURANCE
We maintain the following policies of insurance with carriers doing business in California:
• Commercial General Liability Insurance ($2,000,000 Occurrence/$4,000,000 Aggregate)
• Workers’ Compensation ($1,000,000)
• Professional Liability Insurance ($2,000,000 Occurrence/$2,000,000 Aggregate) • Hired and Non-Owned Auto Liability1 ($2,000,000)
• Umbrella Liability ($3,000,000 Occurrence/$3,000,000 Aggregate) • Cyber Liability ($1,000,000 Each Claim)
All costs incurred in complying with additional coverages or limits (excluding additional insured and waiver of subrogation endorsements) become the responsibility of the client and are not included in the fees for services or direct charges but are billed in addition to the contract at cost, plus any professional or administrative fees.

INVOICES AND PAYMENT FOR SERVICES
Our time reporting and billing system has certain standard formats that are designed to provide our clients with a detailed invoice of the time and charges associated with their engagement and we typically discuss these with our clients at our kick-off meeting. We are also pleased to provide our clients with a custom invoice format, but we will have to bill the client for time spent conforming our invoices to their unique requirements.

Billings for professional services and charges are submitted every month so that our clients can more closely monitor our services.
1 HF&H Consultants does not own any company automobiles.

REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
DATE: JUNE 17, 2025
TO: HONORABLE MAYOR AND COUNCIL MEMBERS

AGENDA MATTER:

THE PURCHASE OF (8) EIGHT, MODEL 7, LESS LETHAL TASERS FOR THE TAFT POLICE

DEPARTMENT
SUMMARY STATEMENT:

I am requesting the purchase of (8) eight new less lethal model 7 Tasers and cartridges to replace (8) eight existing model X-26 Tasers, which are no longer produced or stocked with replacement parts by the Taser manufacturer.

RECOMMENDED ACTION
Motion to accept the quote provided by Pro-force for $24,929.57 and authorize a signature from the City Manager to accept the quote and find that the activity is not a project per the California Environmental Quality Act (CEQA) as set forth in Section 15060(c)(3) and Section 15378 of the CEQA Guidelines.

IMPACT ON BUDGET (Y/N): No, replacement cost addressed in the current budget year.

ATTACHMENT (Y/N): Yes – the above listed quote.

PREPARED BY: Damon P. McMinn, Chief of Police.

REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
DATE: JUNE 17, 2025
TO: HONORABLE MAYOR AND COUNCIL MEMBERS

AGENDA MATTER:

APPOINT THREE (3) MEMBERS TO THE CITY OF TAFT PLANNING COMMISSION TO FILL

SCHEDULED VACANCIES

SUMMARY STATEMENT
The City of Taft Planning Commission has two positions currently set to expire on June 30, 2025, that of Jerry Livingston, John Dowden and Kathleen Johnson. Pursuant to Section 5783.5 of California Public Resources Code and the City’s policy regarding appointments to Boards and Commissions, notice has been duly advertised in the Midway Driller informing those interested to submit an application to be considered for appointment to the City of Taft Planning Commission.

Three qualified applications were received by May 23, 2025, deadline from citizens interested in serving on the Planning Commission. The applicants were all verified as registered voters living within the Taft City limits by the Deputy City Clerk. The candidates were all invited to attend this meeting and requested to be prepared to tell a little about themselves and perhaps answer a few questions from Council regarding their interest in serving on the Commission.

Qualified applications were received from: John Dowden, Jerry Livingston and Steven McDaniel.

RECOMMENDED ACTION:

1. Interview applicants; then

2. Motion to appoint three (3) members chosen to serve on the City of Taft Planning Commission for terms from July 1, 2025, through June 30, 2029.

IMPACT ON BUDGET (Y/N): No
ATTACHMENT (Y/N): No
PREPARED BY: City Clerk
REVIEWED BY:

CITY CLERK FINANCE DIRECTOR CITY MANAGER
City of Taft Agenda Report
DATE: JUNE 17, 2025
TO: HONORABLE MAYOR AND COUNCIL MEMBERS

AGENDA MATTER:

LEASE OPTION AGREEMENT- VERIZON CELL TOWER
SUMMARY STATEMENT:

City staff has negotiated the attached agreement with “Towers LLC California” for the potential installation of a new Verizon cellular tower. This four-year option to lease city owned property located adjacent to the Tractor Supply Shopping as depicted in exhibit 2 of the attached agreement. This area is known to have little to no cell service at times, which has posed communication issues with our Taft Police Department located within proximity to the proposed cell tower location. The city will also receive approximately $16,000 per year once the lease option is exercised by the tenant.

The attached agreement has been reviewed and edited by the City Attorney.

This project is considered exempt from review under the California Environmental Act (CEQA), pursuant to California Code of Regulations Section 15303 – New Construction or Conversion of Small Structures.

RECOMMENDED ACTION
Motion to Authorize the Mayor to sign an agreement with “The Towers LLC.” Option to Lease for a Verizon Cell Tower.

IMPACT ON BUDGET (Y/N): Yes, $16,000 yearly after option is exercised ATTACHMENT (Y/N): Agreement- exhibits
PREPARED BY: Office of the City Manager
1 VB Site ID: US-CA-6155
VB Site Name: S Taft
Landlord:

City of Taft
209 E Kern Street
Taft, CA 93268
Tenant:

The Towers, LLC
750 Park of Commerce Drive, Suite 200
Boca Raton, Florida 33487
Site #: US-CA-6155
Site Name: South Taft

OPTION AND LEASE AGREEMENT
THIS OPTION AND LEASE AGREEMENT (this “Agreement”) is made this day of , 20 (the “Effective Date”) by and between City of Taft, a Municipal corporation (“Landlord”), whose address is 209 E Kern Street, Taft California 93268, and The Towers, LLC, a Delaware limited liability company, known in California as The Towers of California, LLC (“Tenant”), whose address is 750 Park of Commerce Drive, Suite 200, Boca Raton, Florida 33487.

WHEREAS, Landlord owns certain real property located in the County of Kern, in the State or Commonwealth of California, that is more particularly described and/or depicted in Exhibit 1 attached hereto (the “Property”); and,
WHEREAS, Tenant desires to lease from Landlord a certain portion of the Property measuring approximately 2,500 square feet and to obtain easements for landscape buffer, utilities and access (collectively, the “Premises”), which Premises is more particularly described and/or depicted in Exhibit 2 attached hereto, for the placement of Communications Facilities (defined below).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree:

1. OPTION TO LEASE.

(a) As of the Effective Date, Landlord grants to Tenant the exclusive option to lease the Premises (the “Option”) during the Option Period (defined below). At any time during the Option Period and Term (defined below), Tenant and its agents, engineers, surveyors and other representatives will have the right to enter upon the Property to inspect, examine, conduct soil borings, drainage testing, material sampling, and other geological or engineering tests or studies of the Property (collectively, the “Tests”), to apply for and obtain licenses, permits, approvals, or other relief required of or deemed necessary or appropriate at Tenant’s sole discretion for its use of the Premises including, without limitation, applications for zoning variances, zoning ordinances, amendments, special use permits, construction permits and any other permits and approvals deemed necessary by Tenant (collectively, the “Government Approvals”), initiate the ordering and/or scheduling of necessary utilities, obtain a title report with respect to the Property, and otherwise to do those things on or off the Property that, in the opinion of Tenant, are necessary in Tenant’s sole discretion to determine the physical condition of the Property, the environmental history of the Property, and the feasibility or suitability of the Property for Tenant’s permitted use under this 2 VB Site ID: US-CA-6155
VB Site Name: S Taft
Agreement, all at Tenant’s expense. Tenant shall be authorized to apply for the Government Approvals on behalf of Landlord and Landlord agrees to reasonably cooperate with such applications. Tenant will not be liable to Landlord or any third party on account of any pre-existing defect or condition on or with respect to the Property, whether or not such defect or condition is disclosed by Tenant’s Tests. Tenant will restore the Property to its condition as it existed prior to conducting any Tests, reasonable wear and tear and casualty not caused by Tenant excepted. In addition, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all injury, loss, damage or claims arising directly out of Tenant’s Tests. (b) In consideration of Landlord granting Tenant the Option, Tenant agrees to pay Landlord the sum of One Thousand Dollars ($1,000.00) within thirty (30) days of the full execution of this Agreement. The Option Period will be for a term of four (4) years from the Effective Date (the “Option Period”).
(c) Tenant may exercise the Option at any time during the Option Period by delivery of written notice to Landlord (the “Notice of Exercise of Option”). The Notice of Exercise of Option shall set forth the commencement date (the “Commencement Date”) of the Initial Term (defined below). If Tenant does not provide a Notice of Exercise of Option during the Option Period, this Agreement will terminate and the parties will have no further liability to each other.
(d) During the Option Period or the Term, Landlord shall not take any action to change the zoning status or land use of the Property which would diminish, impair, or adversely affect the use of the Premises by Tenant for its permitted uses hereunder.

2. TERM.

(a) Effective as of the Commencement Date, Landlord leases the Premises to Tenant subject to the terms and conditions of this Agreement for an initial term of five (5) years (the “Initial Term”). (b) Tenant shall have the option to extend the Initial Term for nine (9) successive terms of five (5) years each (each a “Renewal Term”). Each Renewal Term shall commence automatically, unless Tenant delivers notice to Landlord, not less than thirty (30) days prior to the end of the then-current Term, of Tenant’s intent not to renew. For purposes of this Agreement, “Term” shall mean the Initial Term and any applicable Renewal Term(s).

3. RENT
(a) Beginning on the first (1st) day of the third (3rd) month after the Commencement Date (“Rent Commencement Date”), Tenant shall pay to Landlord a monthly rent payment of One Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($1,333.33) (“Rent”) at the address set forth in Section 29 below on or before the fifth (5th) day of each calendar month in advance. The initial payment of Rent will be forwarded by Tenant to Landlord within thirty (30) days after the Rent Commencement Date.
(b) Beginning on the first anniversary of the Rent Commencement Date of the first Renewal Term and each five-year anniversary of the Rent Commencement Date of each Renewal Term thereafter throughout the remainder of the Term and Renewal Term(s), if any, the Rent shall be increased by an 3 VB Site ID: US-CA-6155
VB Site Name: S Taft
amount equal to 7.50% of the amount of the Rent for the previous Term or previous Renewal Term, as the case may be, which sum shall be payable in equal monthly installments in advance as herein set forth.

4. TAXES. Tenant shall pay any personal property taxes assessed on, or any portion of such taxes attributable to, the Communications Facilities located on the Premises. Landlord shall pay when due all real property taxes and all other fees and assessments attributable to the Property and the Premises. Tenant shall pay as additional rent any increase in real property taxes levied against the Premises, which are directly attributable to Tenant’s use of the Premises (but not, however, taxes attributable to periods prior to the Commencement Date such as roll-back or greenbelt assessments) if Landlord furnishes proof of such increase to Tenant (such increase, the “Landlord Tax Reimbursement”). In the event that Landlord fails to pay when due any taxes affecting the Premises or any easement relating to the Premises, Tenant shall have the right, but not the obligation, to pay such taxes and any applicable interest, penalties or similar charges, and deduct the full amount of the taxes and such charges paid by Tenant on Landlord’s behalf from future installments of Rent. Notwithstanding the foregoing, Tenant shall not have the obligation to pay any tax, assessment, or charge that Tenant is disputing in good faith in appropriate proceedings prior to a final determination that such tax is properly assessed, provided that no lien attaches to the Property. In addition, Tenant shall not have the obligation to pay or reimburse Landlord for the Landlord Tax Reimbursement if Landlord has not provided proof of such amount and demand therefor within one (1) year of the date such amount is due and payable by Landlord.

5. USE. The Premises are being leased for the purpose of erecting, installing, operating, maintaining, repairing and replacing radio or communications towers, transmitting and receiving equipment, antennas, dishes, satellite dishes, mounting structures, equipment shelters and buildings, solar energy conversion and electrical power generation system, fencing and other supporting structures and related equipment (collectively, the “Communications Facilities”), and to alter, supplement and/or modify same. Tenant may, subject to the foregoing, make any improvements, alterations or modifications to the Premises as are deemed appropriate by Tenant for the permitted use herein. Tenant shall have the right to clear the Premises of any trees, vegetation, or undergrowth which interferes with the use of the Premises for the intended purposes by Tenant and/or its subtenants and licensees, as applicable. Tenant shall have the exclusive right to install and operate the Communications Facilities upon the Premises.

6. ACCESS AND UTILITIES. During the Term, Tenant and its guests, agents, employees, customers, invitees, subtenants, licensees and assigns shall have the unrestricted, exclusive right to use, and shall have free and unfettered access to, the Premises seven (7) days a week, twenty-four (24) hours a day.

Landlord for itself, its successors and assigns, hereby grants and conveys unto Tenant, its customers, employees, agents, invitees, subtenants, licensees, successors and assigns a non-exclusive easement throughout the Term to a public right of way (a) for ingress and egress, and (b) for the construction, installation, operation, maintenance, repair and replacement of overhead and underground electric and other utility facilities (including fiber, backhaul, wires, poles, guys, cables, conduits and appurtenant equipment), with the right to reconstruct, improve, add to, enlarge, change and remove such facilities, over, across and through any easement for the benefit of and access to the Premises, subject to the terms and conditions herein set forth. Landlord agrees to coordinate, cooperate and assist Tenant with obtaining the required access and utility easements to the Premises from a public right of way up to and including negotiating and obtaining such access and utility rights from any applicable neighbor parcel. If there are utilities already existing on the Premises which serve the Premises, Tenant may utilize such utilities and services. The rights granted to Tenant herein shall also include the right to partially assign its rights hereunder to any public or private utility company or authority to facilitate the uses contemplated herein, and all other rights and privileges reasonably necessary for Tenant’s safe and efficient use and enjoyment of the easements for the purposes described above. Upon Tenant’s request, Landlord shall execute and deliver to Tenant requisite recordable documents evidencing the easements contemplated hereunder within thirty (30) days of Tenant’s 4 VB Site ID: US-CA-6155
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request, and Landlord shall obtain the consent and joinder of Landlord’s mortgagee to any such grant, if applicable. Landlord grants to Tenant the right to receive utility services including, but not limited to electric facilities, appurtenances and associated equipment, and the right for the utility service supplier to excavate for, construct, reconstruct, replace (of initial or any other size), remove, maintain, inspect and use said utility facilities to serve Communication Facilities, together with the right for the utility service supplier to ingress and egress from said utility facilities across the Premises. Landlord grants the right for the utility service supplier to trim or cut down any trees or brush within five (5) feet for U/G and sixteen (16) feet for O/H on each side of the centerline of said utility facilities. In addition, Landlord shall not erect or construct any building or other structure, or drill or operate any well within five (5) feet for U/G and sixteen (16) feet for O/H of each side of the centerline of said utility facilities.

7. EQUIPMENT, FIXTURES AND REMOVAL. The Communications Facilities shall at all times be the personal property of Tenant and/or its subtenants and licensees, as applicable. Tenant or its customers, subtenants or licensees shall have the right to erect, install, maintain, repair, replace and operate on the Premises such equipment, structures, fixtures, signs, and personal property as Tenant, its customers, subtenants or licensees may deem necessary or appropriate, and such property, including the equipment, structures, fixtures, signs, and personal property currently on the Premises, shall not be deemed to be part of the Premises, but shall remain the property of Tenant or its customers, subtenants or licensees. Within ninety (90) days after the expiration or earlier termination of this Agreement (the “Removal Period”), Tenant, customers, subtenants or licensees shall remove its improvements and personal property and restore the Premises to grade and perform all obligations under this Agreement during the Removal Period, including, without limitation, the payment of Rent at the rate in effect upon the expiration or termination of this Agreement.

8. ASSIGNMENT AND SUBLEASE. Tenant may transfer or assign this Agreement to Tenant’s Lender (defined below), principal, affiliates, subsidiaries, subsidiaries of its principal or to any entity which acquires all of or substantially all of Tenant’s assets or ownership interests by reasons of merger, acquisition or other business reorganization without Landlord’s consent (a “Permitted Assignment”). As to transfers or assignments which do not constitute a Permitted Assignment, Tenant is required to obtain Landlord’s written consent prior to effecting such transfer or assignment, which consent shall not be unreasonably withheld, conditioned or delayed. Upon such assignment, including a Permitted Assignment, Tenant will be relieved and released of all obligations and liabilities hereunder. Tenant shall have the exclusive right to sublease or grant licenses without Landlord’s consent to use all or part of the Premises and/or the Communications Facilities, but no such sublease or license shall relieve or release Tenant from its obligations under this Agreement. Landlord may assign this Agreement only in its entirety and only to any person or entity who or which acquires fee title to the Property, subject to Section 15. Landlord may subdivide the Property without Tenant’s prior written consent provided the resulting parcels from such subdivision are required to afford Tenant the protections set forth in Section 14 hereof.

9. COVENANTS, WARRANTIES AND REPRESENTATIONS.
(a) Landlord warrants and represents that it is the owner in fee simple of the Property, free and clear of all liens and encumbrances except as to those which may have been disclosed to Tenant in writing prior to the execution hereof, and that it alone has full right to lease the Premises for the Term. (b) Landlord shall pay promptly, when due, any other amounts or sums due and owing with respect to its ownership and operation of the Property, including, without limitation, judgments, taxes, liens, mortgage payments and other similar encumbrances. If Landlord fails to make any payments required under this Agreement, or breaches any other obligation or covenant under this Agreement, Tenant may (without obligation), after providing ten (10) days written notice to Landlord, make such payment or 5 VB Site ID: US-CA-6155
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perform such obligation on behalf of Landlord and offset such payment (including any reasonable attorneys’ fees incurred in connection with Tenant performing such obligation) against payments of Rent. (c) Landlord shall not do or knowingly permit anything that will interfere with or negate any special use permit or approval pertaining to the Premises or cause Tenant’s use of the Premises to be in nonconformance with applicable local, state, or federal laws. Landlord shall cooperate with Tenant in any effort by Tenant to obtain certificates, permits, licenses and other approvals that may be required by any governmental authorities. Landlord agrees to execute any necessary applications, consents or other documents as may be reasonably necessary for Tenant to apply for and obtain the Government Approvals required to use and maintain the Premises and the Communications Facilities. (d) To the best of Landlord’s knowledge, Landlord has complied and shall comply with all laws with respect to the Property. No asbestos-containing thermal insulation or products containing PCB, formaldehyde, chlordane, or heptachlor or other hazardous materials have been placed on or in the Property by Landlord or, to the knowledge of Landlord, by any prior owner or user of the Property. There has been no release of or contamination by hazardous materials on the Property by Landlord, or to the knowledge of Landlord, any prior owner or user of the Property.
(e) Tenant shall have access to all utilities required for the operation of Tenant’s improvements on the Premises that are existing on the Property.
(f) Landlord warrants and represents that there currently exist no licenses, sublicenses, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Property; there are no outstanding options or rights of first refusal to purchase the Property or any portion thereof or interest therein, or any equity or interest in Landlord if Landlord is an entity; and there are no parties (other than Landlord) in possession of the Property except as to those that may have been disclosed to Tenant in writing prior to the execution hereof.

10. HOLD OVER TENANCY. Should Tenant or any assignee, sublessee or licensee of Tenant hold over the Premises or any part thereof after the expiration of this Agreement, such holdover shall constitute and be construed as a tenancy from month-to-month only, but otherwise upon the same terms and conditions as are in place under this Agreement at the time of expiration.

11. INDEMNITIES. Each party agrees to indemnify, defend and hold harmless the other party, its parent company or other affiliates, successors, assigns, officers, directors, shareholders, managers, members, agents and employees (collectively, “Indemnified Persons”) from and against all claims, actions, judgments, damages, liabilities, losses, expenses and costs (including, without limitation, reasonable attorneys’ fees and court costs) (collectively, “Losses”) caused by or arising out of (a) such party’s breach of any of its obligations, covenants, representations or warranties contained herein, or (b) such party’s acts or omissions with regard to this Agreement; provided, however, in no event shall a party indemnify the other party for any such Losses to the extent arising from the gross negligence or willful misconduct of the party seeking indemnification. However, in the event of an Indemnified Person’s contributory negligence or other fault, the Indemnified Person shall not be indemnified hereunder to the extent that the Indemnified Person’s negligence or other fault caused such Losses. Tenant will indemnify Landlord from and against any mechanic’s liens or liens of contractors and subcontractors engaged by or through Tenant.

12. WAIVERS.
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(a) Landlord hereby waives any and all lien rights it may have, statutory or otherwise, in and to the Communications Facilities or any portion thereof, regardless of whether or not such is deemed real or personal property under applicable laws. Landlord will not assert any claim whatsoever against Tenant for loss of anticipatory profits or any other indirect, special, incidental or consequential damages incurred by Landlord as a result of the construction, maintenance, operation or use of the Premises by Tenant. (b) EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER

FOR ANY LOSS, COST, DAMAGE, EXPENSE, INJURY OR OTHER LIABILITY WHICH IS IN THE

NATURE OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES

WHICH ARE SUFFERED OR INCURRED AS THE RESULT OF, ARISE OUT OF, OR ARE IN ANY

WAY CONNECTED TO THE PERFORMANCE OF THE OBLIGATIONS UNDER THIS AGREEMENT.

13. INSURANCE. Tenant shall insure against property damage and bodily injury arising by reason of occurrences on or about the Premises in the amount of not less than $1,000,000. The insurance coverage provided for herein shall name Landlord as an additional insured and may be maintained pursuant to master policies of insurance covering other communication facilities of Tenant and its corporate affiliates. All insurance policies required to be maintained by Tenant hereunder shall be with responsible insurance companies, authorized to do business in the State or Commonwealth where the Premises are located if required by law, and shall provide for cancellation only upon ten (10) days’ prior written notice to Landlord.

Tenant shall evidence such insurance coverage by delivering to Landlord, if requested, a copy of a certificate of insurance of such policies issued by the insurance companies underwriting such risks and, notwithstanding the foregoing, Tenant shall provide a copy of such certificate(s) at the start of the Option Period.

14. INTERFERENCE. During the Option Period and the Term, Landlord, its successors and assigns, will not grant any ground lease, license, or easement with respect to the Property (outside of the Premises) and any property adjacent or contiguous to the Property or in the immediate vicinity of the Property that is fee owned by Landlord: (a) for any of the uses contemplated in Section 5 herein; or (b) if such lease, license, or easement would detrimentally impact the Communications Facilities or Tenant’s economic opportunities at the Premises, or the use thereof. Landlord shall not cause or permit the construction of communications or broadcast towers or structures, fiber optic backhaul facilities, or satellite facilities on the Property or on any other property of Landlord adjacent or contiguous to or in the immediate vicinity of the Property, except for the Communications Facilities constructed by Tenant. Landlord and Tenant intend by this Agreement for Tenant (and persons deriving rights by, through, or under Tenant) to be the sole parties to market, use, or sublease any portion of the Property for Communications Facilities during the Option Period and the Term. Landlord agrees that this restriction on the use of the Property is commercially reasonable, not an undue burden on Landlord, not injurious to the public interest, and shall be specifically enforceable by Tenant (and persons deriving rights by, through or under Tenant) in a court of competent jurisdiction. The foregoing restriction shall run with the land and be binding on the successors and assigns of Landlord.

15. RIGHT OF FIRST REFUSAL. In the event Landlord determines to sell, transfer, license or otherwise convey any interest, whether fee simple interest, easement interest, leasehold, or otherwise, and whether direct or indirect by way of transfer of ownership interests in Landlord if Landlord is an entity, which interest underlies or affects any or all of the Premises (the “ROFR Property”) to any third party that is a Third Party Competitor (as defined below), Landlord shall offer Tenant a right of first refusal to purchase the Premises (or such larger portion of the Property that encompasses the Premises, if applicable). For purposes herein, a “Third Party Competitor” is any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing communications 7 VB Site ID: US-CA-6155
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infrastructure or any person or entity directly or indirectly engaged in the business of owning, acquiring, or investing in real property leases or easements underlying communications infrastructure. In such event, Landlord shall send a written notice to Tenant in accordance with Section 29 below that shall contain an offer to Tenant of a right of first refusal to purchase the ROFR Property, together with a copy of any offer to purchase, or any executed purchase agreement or letter of intent (each, an “Offer”), which copy shall include, at a minimum, the purchase price or acquisition price, proposed closing date, and financing terms (collectively, the “Minimum Terms”). Within thirty (30) days of receipt of such Offer, Tenant shall provide written notice to Landlord of Tenant’s election to purchase the ROFR Property on the same Minimum Terms, provided: (a) the closing date shall be no sooner than sixty (60) days after Tenant’s purchase election notice; (b) given Landlord’s direct relationship and access to Tenant, Tenant shall not be responsible for payment of any broker fees associated with an exercise of Tenant’s rights to acquire the ROFR Property; and, (c) Tenant shall not be required to match any components of the purchase price which are speculative or incalculable at the time of the Offer. In such event, Landlord agrees to sell the ROFR Property to Tenant subject to Tenant’s payment of the purchase price and compliance with a purchase and sale agreement to be negotiated in good faith between Landlord and Tenant. If Tenant provides written notice that it does not elect to exercise its right of first refusal to purchase the ROFR Property, or if Tenant does not provide notice of its election within the thirty (30) day period, Tenant shall be deemed to have waived such right of first refusal only with respect to the specific Offer presented (and any subsequent Offers shall again be subject to Tenant’s continuing right of first refusal hereunder), and Landlord shall be permitted to consummate the sale of the ROFR Property in accordance with the strict terms of the Offer (“Permitted Sale”). If Landlord does not consummate the Permitted Sale within ninety (90) days of the date of Tenant’s waiver of its right of first refusal, including if the Minimum Terms are modified between Landlord and the Third Party Competitor, Landlord shall be required to reissue a New Offer to Tenant.

16. SECURITY. The parties recognize and agree that Tenant shall have the right to safeguard and protect its improvements located upon or within the Premises. Consequently, Tenant may elect, at its expense, to construct such enclosures and/or fences as Tenant reasonably determines to be necessary to secure the Communications Facilities. Tenant may also undertake any other appropriate means to restrict access to the Communications Facilities including, without limitation, if applicable, installing security systems, locks and posting signs for security purposes and as may otherwise be required by law.

17. FORCE MAJEURE. The time for performance by Landlord or Tenant of any term, provision, or covenant of this Agreement shall be deemed extended by time lost due to delays resulting from acts of God, strikes, civil riots, floods, pandemics, material or labor restrictions by governmental authority, government shutdowns, quarantines, and/or other disease control measures and any other cause not within the control of Landlord or Tenant, as the case may be.

18. CONDEMNATION; CASUALTY.
(a) In the event Landlord receives any notice of any condemnation proceedings, or other proceedings in the nature of eminent domain related to the Property or the Premises, it will forthwith send a copy of such notice to Tenant. If all or any part of the Premises is taken by eminent domain, Tenant may, upon written notice to Landlord, elect to terminate this Agreement, whereupon neither party shall have any further liability or obligation hereunder. Notwithstanding any provision of this Agreement to the contrary, in the event of condemnation of all or any part of the Premises, Landlord and Tenant shall be entitled to separate awards with respect to the Premises, in the amount determined by the court conducting such condemnation proceedings based upon Landlord’s and Tenant’s respective interests in the Premises. If a separate condemnation award is not determined by such court, Landlord shall permit Tenant to participate in the allocation and distribution of the award. In no event shall the condemnation award to Landlord 8 VB Site ID: US-CA-6155
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exceed the unimproved value of the Premises, without taking into account the improvements located thereon.
(b) In case of damage to the Premises or the Communications Facilities by fire or other casualty, Landlord shall, at its expense, cause any damage to the Property (excluding the Communications Facilities) to be repaired to a condition as nearly as practicable to that existing prior to the damage, with reasonable speed and diligence, subject to delays which may arise by reason of adjustment of loss under insurance policies, governmental regulations, and for delays beyond the control of Landlord, including a force majeure. Landlord shall coordinate with Tenant as to the completion of Landlord’s work to restore the Property so as not to adversely impact Tenant’s use of the Premises and the Communications Facilities.

Landlord shall not be liable for any inconvenience or annoyance to Tenant, or injury to Tenant’s business or for any consequential damages resulting in any way from such damage or the repair thereof, except to the extent and for the time that the Communications Facilities or the Premises are thereby rendered unusable for Tenant’s intended purpose the Rent shall proportionately abate. In the event the damage shall be so extensive that Tenant shall decide, in its sole discretion, not to repair or rebuild the Communications Facilities, or if the casualty shall not be of a type insured against under standard fire policies with extended type coverage, or if the holder of any mortgage, deed of trust or similar security interest covering the Communications Facilities shall not permit the application of adequate insurance proceeds for repair or restoration, this Agreement shall, at the sole option of Tenant, exercisable by written notice to Landlord, be terminated as of the date of such casualty, and the obligation to pay Rent (taking into account any abatement as aforesaid) shall cease as of the termination date and Tenant shall thereupon promptly vacate the Premises.

19. DEFAULT. The failure of Tenant or Landlord to perform any of the covenants of this Agreement shall constitute a default. The non-defaulting party shall give the other written notice of such default, and the defaulting party shall cure such default within thirty (30) days after receipt of such notice. In the event any such default cannot reasonably be cured within such thirty (30) day period, if the defaulting party shall proceed promptly after the receipt of such notice to cure such default, and shall pursue curing such default with due diligence, the time for curing shall be extended for such period of time as may be necessary to complete such curing, however, in no event shall this extension of time be in excess of sixty (60) days, unless agreed upon by the non-defaulting party.

20. REMEDIES. Should the defaulting party fail to cure a default under this Agreement, the other party shall have all remedies available either at law or in equity, and the right to terminate this Agreement.

In the event Landlord elects to terminate this Agreement due to a default by Tenant (which remains uncured by Lender), Landlord shall continue to honor all sublease and license commitments made by Tenant through the expiration of the term of any such commitment and shall be entitled to collect and retain the rents or license fees associated with such subleases or license commitments, it being intended hereby that each such commitment shall survive the early termination of this Agreement.

21. ATTORNEYS’ FEES. If there is any legal proceeding between Landlord and Tenant arising from or based on this Agreement, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith.

If such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys’ fees and disbursements shall be included in and as a part of such judgment.

22. ADDITIONAL TERMINATION RIGHT. If at any time during the Term, Tenant determines, in Tenant’s sole and absolute discretion, with or without cause, that the Premises is no longer suitable or 9 VB Site ID: US-CA-6155
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desirable for Tenant’s intended use and/or purposes, Tenant shall have the right to terminate this Agreement upon sixty (60) days prior written notice to Landlord.

23. PRIOR AGREEMENTS. The parties hereby covenant, recognize and agree that the terms and provisions of this Agreement shall constitute the sole embodiment of the arrangement between the parties with regard to the Premises, and that all other written or unwritten agreements, contracts, or leases by and between the parties with regard to the Premises are hereby terminated, superseded and replaced by the terms hereof.

24. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT. In the event the Property is encumbered by a mortgage or deed of trust or other security instrument of any kind (a “Landlord Mortgage”), Landlord, within fifteen (15) days following Tenant’s request or immediately prior to the creation of any encumbrance created after the date this Agreement is fully executed, will obtain from the holder of each such Landlord Mortgage a fully-executed subordination, non-disturbance and attornment agreement (an “SNDA”) in recordable form, which shall be prepared or approved by Tenant. The holder of every such Landlord Mortgage shall, in the SNDA, agree that in the event of a foreclosure, or conveyance in lieu of foreclosure of Landlord’s interest in the Premises, such Landlord Mortgage holder shall recognize and confirm the validity and existence of this Agreement, not disturb the tenancy of Tenant (and its customers, subtenants, and licensees) and Tenant (and its customers, subtenants, and licensees) shall have the right to continue its use and occupancy of the Premises in accordance with the provisions of this Agreement, provided Tenant is not in default of this Agreement beyond applicable notice and cure periods.

25. LENDER’S RIGHTS.
(a) Landlord agrees to recognize the subleases and licenses of all subtenants and licensees and will permit each of them to remain in occupancy of its premises notwithstanding any default hereunder by Tenant so long as each such respective subtenant or licensee is not in default under the lease/license covering its premises. Landlord agrees to execute such documents as any such subtenant and/or licensee might reasonably require, including customary subordination, non-disturbance and attornment agreements and/or Landlord recognition agreements, to further memorialize the foregoing, and further agrees to use Landlord’s best efforts to also cause its lenders to similarly acknowledge, in writing, subtenant’s and licensee’s right to continue to occupy its premises as provided above. (b) Tenant shall have the right from time to time to mortgage or otherwise encumber Tenant’s interest in this Agreement, the Communications Facilities and/or leasehold estate in the Premises (a “Tenant Mortgage”) and Landlord consents to the granting by Tenant of a lien and security interest in Tenant’s interest in this Agreement and/or leasehold estate of the Premises and all of Tenant’s personal property and fixtures attached to the real property described herein, and furthermore consents to the exercise by any such lender of Tenant (“Lender”) of its rights of foreclosure with respect to its lien and security interest. Landlord agrees to recognize Lender as Tenant hereunder upon any such exercise by Lender of its rights of foreclosure. The term “Lender” as used in this Agreement shall mean the lender identified in Section 29 hereof and its successors, assigns, designees or nominees. (c) Landlord hereby agrees to give Lender written notice of any breach or default of Tenant of the terms of this Agreement within fifteen (15) days after the occurrence thereof at the address set forth in Section 29. Landlord further agrees that no default under this Agreement by Tenant shall be deemed to have occurred unless such notice to Lender is also given and that, in the event of any such breach or default under the terms of this Agreement, Lender shall have the right, to the same extent, for the same period and with the same effect, as Tenant, plus an additional ninety (90) days after any applicable grace period to cure or correct any such default.
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(d) Landlord acknowledges that nothing contained herein shall be deemed or construed to obligate Lender to take any action hereunder, or to perform or discharge any obligation, duty or liability of Tenant under this Agreement. Lender shall not become liable under the provisions of this Agreement or any lease executed pursuant to Section 26 hereof unless and until such time as it becomes, and then only for as long as it remains, the owner of the leasehold estate created hereby or thereby. (e) This Agreement shall not be amended or modified without the consent of Lender. In the event that Lender shall become the owner of such leasehold estate, Lender shall not be bound by any modification or amendment of this Agreement made subsequent to the date of a Tenant Mortgage unless Lender shall have consented to such modification or amendment at the time it was made.

26. RIGHT TO NEW LEASE.
(a) In the case of termination of this Agreement for any reason, or in the event this Agreement is rejected or disaffirmed pursuant to any bankruptcy, insolvency or other law affecting creditor’s rights, Landlord shall give prompt notice thereof to Lender at the address set forth in Section 29 or as may be provided to Landlord by Tenant following the Commencement Date. Thereafter, Landlord, upon written request of Lender, and within thirty (30) days after the receipt of such request, shall promptly execute and deliver a new lease of the Premises and assignment of all subleases and licenses to Lender or its designee or nominee, for the remainder of the Term upon all the covenants, conditions, limitations and agreements contained herein (including, without limitation, options to extend the Term) except for such provisions which must be modified to reflect such termination, rejection or disaffirmance and the passage of time, provided that Lender (i) shall pay to Landlord, simultaneously with the delivery of such new lease, all unpaid rent due under this Agreement up to and including the date of the commencement of the term of such new lease and all reasonable expenses, including, without limitation, reasonable attorneys’ fees and disbursements and court costs, incurred by Landlord in connection with the default by Tenant, the termination of this Agreement and the preparation of the new lease, and (ii) shall cure all defaults existing under this Agreement which are susceptible to being cured by Lender promptly and with due diligence after the delivery of such new lease. Notwithstanding anything to the contrary contained herein, provided Lender shall have otherwise complied with the provisions of this Section, Lender shall have no obligation to cure any defaults which are not susceptible to being cured by Lender (for example, the bankruptcy of Tenant). (b) For so long as Lender shall have the right to enter into a new lease with Landlord pursuant to this Section, Landlord shall not enter into a new lease of the Premises with any person or entity other than Lender, without the prior written consent of Lender.

27. ADDITIONAL PROVISIONS.
(a) The parties hereto agree that (i) Tenant is in possession of the Premises notwithstanding the fact that Tenant has subleased or licensed, or may in the future sublease or license, certain of the improvements thereon or portions of the Premises to third parties, and (ii) the requirements of Section 365(h) of Title 11 of the United States Code (the Bankruptcy Code) with respect to Tenant’s possession of the leasehold under this Agreement are satisfied. Accordingly, the right of Tenant to remain in possession of the leasehold under this Agreement shall continue notwithstanding any rejection of this Agreement in any bankruptcy proceeding involving Landlord, or any other actions by any party in such a proceeding.

This provision, while included in this Agreement, has been separately negotiated and shall constitute a separate contract between the parties as well as a part of this Agreement. The provisions of this Section are for the benefit of Tenant and its assigns, including, without limitation, Lender. The parties hereto also agree 11 VB Site ID: US-CA-6155
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that Lender is a party in interest and shall have the right to appear as a party in any proceeding brought under any bankruptcy law or under any other law which may affect this Agreement. (b) The provisions of Section 25 and Section 26 hereof shall survive the termination, rejection or disaffirmance of this Agreement and shall continue in full force and effect thereafter to the same extent as if such Sections were a separate and independent contract made by Landlord, Tenant and Lender and, from the effective date of such termination, rejection or disaffirmance of this Agreement to the date of execution and delivery of such new lease, Lender may use and enjoy the leasehold estate created by this Agreement without hindrance by Landlord. The aforesaid agreement of Landlord to enter into a new lease with Lender shall be deemed a separate agreement between Landlord and Lender, separate and apart from this Agreement as well as a part of this Agreement, and shall be unaffected by the rejection of this Agreement in any bankruptcy proceeding by any party.
(c) Landlord shall have no right, and expressly waives any right arising under applicable law, in and to the rentals or other fees payable to Tenant, if any, under any sublease or license of the Premises by Tenant, which rentals or fees may be assigned by Tenant to Lender. (d) If a Tenant Mortgage is in effect, this Agreement shall not be modified or amended by the parties hereto, or terminated or surrendered by Tenant, nor shall Landlord accept any such termination or surrender of this Agreement by Tenant, without the prior written consent of Lender. (e) The provisions of Section 25 and Section 26 hereof are for the benefit of Lender and may be relied upon and shall be enforceable by Lender as if Lender were a party to this Agreement. (f) Landlord shall, within ten (10) days of the request of Tenant or any Lender or prospective Lender, provide an estoppel certificate as to any matters reasonably requested by Tenant or Lender. (g) The right to extend or renew this Agreement and any right of first refusal to purchase the Premises may be exercisable by the holder of a Tenant Mortgage and, before the expiration of any periods to exercise such a right, Landlord must provide to Lender at least thirty (30) days prior written notice before the expiration of the right to so extend or renew in order to extinguish Lender’s right to so extend, renew or purchase.
(h) Under no circumstances shall the fee estate of Landlord and the leasehold estate created hereby merge, even though owned by the same party, without the written consent of the holder of a Tenant Mortgage.

28. QUIET ENJOYMENT. So long as Tenant is not in default under this Agreement beyond the applicable notice and cure period, Landlord covenants and agrees that Tenant shall peaceably and quietly hold and enjoy the Premises throughout the Term, without any hindrance, molestation or ejection by Landlord, its successors or assigns or by those claiming by, through or under them.

29. NOTICES. All notices, requests, claims, demands, and other communications hereunder shall be in writing and may be hand delivered (provided the deliverer provides proof of delivery) or sent by nationally established overnight courier that provides proof of delivery, or certified or registered mail (postage prepaid, return receipt requested). Notice shall be deemed received on the date of delivery as demonstrated by the receipt of delivery. Notices shall be delivered to a party at the party’s respective address below, or to such other address that a party below may provide from time to time:

If to Landlord: If to Tenant: If to Lender:
12 VB Site ID: US-CA-6155
VB Site Name: S Taft
City of Taft
209 E Kern Street
Taft, CA 93268
The Towers, LLC
750 Park of Commerce Drive,
Suite 200
Boca Raton, Florida 33487
Ref: US-CA-5950
Attn: VP Asset Management
With a copy to: General Counsel
Toronto Dominion (Texas) LLC
31 West 52nd Street
New York, NY 10019
Attn: Admin Agent
Fax No. 416-982-5535

30. MISCELLANEOUS.
(a) Each party hereto warrants and represents that it has the necessary power and authority to enter into and perform its respective obligations under this Agreement. (b) If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. (c) All attached exhibits are hereby incorporated by this reference as if fully set forth herein. (d) Failure of a party to insist on strict performance of any of the conditions or provisions of this Agreement, or failure to exercise any of a party’s rights hereunder, shall not waive such rights. (e) This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any suit related to this Agreement shall be brought in Kern County, California (f) This Agreement constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations, other leases and/or agreements with regard to the Premises. There are no representations or understandings of any kind not set forth herein. Any amendment to this Agreement must be in writing and executed by both parties.
(g) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. (h) A short-form Memorandum of Option to Lease (and a short-form Memorandum of Lease in the event Tenant exercises its option to lease the Premises) may be recorded at Landlord’s or Tenant’s option in the form as depicted in Exhibit 3 and Exhibit 4 respectively, attached hereto. In addition, Tenant’s subtenants and licensees shall have the right to record a memorandum of its sublease or license with Tenant. (i) Landlord shall keep the terms of this Agreement confidential and shall not disclose any terms contained within this Agreement to any third party other than such terms as are set forth in Memorandum of the Option to Lease or Memorandum of Lease.

SIGNATURES BEGIN ON NEXT PAGE
13 VB Site ID: US-CA-655
VB Site Name: S Taft
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date (date last signed by a party hereto).

WITNESSES:

Name:

Name:

GRANTOR:

City of Taft
a Municipal corporation
By:

Name:

Title:

Date:

CALIFORNIA ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document
State of California
County of _____________________________)
On , 20 before me,
(insert name and title of the officer) personally appeared (name of signatory), who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/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.

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

WITNESS my hand and official seal.

Signature (Seal)
14 VB Site ID: US-CA-655
VB Site Name: S Taft
(Tenant signature page to Option and Lease Agreement)
WITNESSES:

Name:

Name:

TENANT:

The Towers, LLC
a Delaware limited liability company
By:

Name:

Title:

Date:

STATE OF FLORIDA

COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this , 20 , by (name of signatory),
(title of signatory) of The Towers, LLC, a Delaware limited liability company, on behalf of the company. He/she is personally known to me.

Notary Public
Print Name:

My Commission Expires:
15 VB Site ID: US-CA-655
VB Site Name: S Taft
EXHIBIT 1
Legal Description of the Property (Parent Parcel)
(may be updated by Tenant upon receipt of final legal description from title) 16 VB Site ID: US-CA-655
VB Site Name: S Taft
EXHIBIT 2
Premises
(below may be replaced with a final survey and legal description of the Premises) 17 VB Site ID: US-CA-655
VB Site Name: S Taft
EXHIBIT 3
Memorandum of Option to Lease
(Attached)
18 VB Site ID: US-CA-655
VB Site Name: S Taft
(Above 3” Space for Recorder’s Use Only)
Recording Requested By and
Upon Recording Return to:

The Towers, LLC
750 Park of Commerce Drive, Suite 200
Boca Raton, Florida 33487
Attn: Allison Cannella, Esq.

Site Name: S Taft
Site Number: US-CA-6155
Commitment #:

MEMORANDUM OF OPTION TO LEASE
This Memorandum of Option to Lease (this “Memorandum”) evidences an Option and Lease Agreement (the “Agreement”) between City of Taft, a Municipal corporation (“Landlord”), whose address is 209 E Kern Street, Taft CA 93268, and The Towers, LLC, a Delaware limited liability company, known in California as The Towers of California, LLC (“Tenant”), whose address is 750 Park of Commerce Drive, Suite 200, Boca Raton, Florida 33487, dated , 20 (the “Effective Date”), for a portion (the “Premises”) of the real property (the “Property”) described in Exhibit A attached hereto.

Pursuant to the Agreement, Landlord has granted Tenant an exclusive option to lease the Premises (the “Option”). The Option commenced as of the Effective Date and shall continue in effect for a period of four (4) years from the Effective Date.

Landlord ratifies, restates and confirms the Agreement and, upon exercise of the Option, shall lease to Tenant the Premises, subject to the terms and conditions of the Agreement. The Agreement provides for the lease by Landlord to Tenant of the Premises for an initial term of five (5) years with nine (9) renewal option(s) of an additional five (5) years each, and further provides:

1. Landlord may assign the Agreement only in its entirety and only to a purchaser of the fee interest of the Property;

2. Under certain circumstances, Tenant has a right of first refusal to acquire the Premises or the Property from Landlord;

3. Under certain circumstances, Landlord may subdivide the Property without Tenant’s prior written consent; and
19 VB Site ID: US-CA-655
VB Site Name: S Taft

4. The Agreement restricts Landlord’s ability to utilize, or allow the utilization of the Property or real property owned by Landlord which is adjacent or contiguous to the Property for the construction, operation and/or maintenance of the Communications Facilities (as defined in the Agreement).

This Memorandum is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Agreement. In the event of a conflict between the provisions of this Memorandum and the provisions of the Agreement, the provisions of the Agreement shall control. The Agreement shall be binding upon and inure to the benefit of Landlord and Tenant and shall inure to the benefit of their respective heirs, successors, and assigns, subject to the provisions of the Agreement.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK, SIGNATURES

BEGIN ON NEXT PAGE
20 VB Site ID: US-CA-6155
VB Site Name: S Taft
IN WITNESS WHEREOF, the parties hereto have executed this MEMORANDUM OF OPTION TO LEASE effective as of the date last signed by a party hereto.

WITNESSES:

Name:

Name:

GRANTOR:

City of Taft
a Municipal corporation
By:

Name:

Title:

Date:

CALIFORNIA ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document
State of California
County of _____________________________)
On , 20 before me,
(insert name and title of the officer) personally appeared (name of signatory), who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/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.

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

WITNESS my hand and official seal.

Signature (Seal)
21 VB Site ID: US-CA-6155
VB Site Name: S Taft
(Tenant’s Signature Page to Memorandum of Option to Lease)

STATE OF FLORIDA

COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this , 20 , by (name of signatory),
(title of signatory) of The Towers, LLC, a Delaware limited liability company, on behalf of the company. He/she is personally known to me.

Notary Public
Print Name:

My Commission Expires:

WITNESSES:

Name:

Name:

TENANT:

The Towers, LLC
a Delaware limited liability company
By:

Name:

Title:

Date:
22 VB Site ID: US-CA-6155
VB Site Name: S Taft

EXHIBIT A
(TO MEMORANDUM OF OPTION TO LEASE)
The Property
(may be updated by Tenant upon receipt of final legal description from title) Access and utilities serving the Premises (as defined in the Agreement) includes all easements of record as well as that portion of the Property designated by Landlord and Tenant for Tenant (and Tenant’s guests, agents, customers, subtenants, licensees and assigns) ingress, egress, and utility purposes to and from a public right-of-way.
23 VB Site ID: US-CA-6155
VB Site Name: S Taft
EXHIBIT 4
Memorandum of Lease
(Attached)
24 VB Site ID: US-CA-6155
VB Site Name: S Taft
____________________________________________________________________________________ (Above 3” Space for Recorder’s Use Only)
Recording Requested By and
Upon Recording Return to:

The Towers, LLC
750 Park of Commerce Drive, Suite 200
Boca Raton, Florida 33487
Attn: Allison Cannella, Esq.

Site Name: S Taft
Site Number: US-CA-6155
Commitment #:

MEMORANDUM OF LEASE
This Memorandum of Lease (this “Memorandum”) evidences a Lease Agreement (the “Lease”) between City of Taft, a Municipal corporation (“Landlord”), whose address is 209 E Kern Street, Taft CA 93268, and The Towers, LLC, a Delaware limited liability company, known in California as The Towers of California, LLC (“Tenant”), whose address is 750 Park of Commerce Drive, Suite 200, Boca Raton, Florida 33487, dated the day of , 20 (the
“Effective Date”), for a portion (the “Premises”) of the real property (the “Property”) described in Exhibit A attached hereto.

Landlord hereby ratifies, restates and confirms the Lease and leases to Tenant the Premises, subject to the terms and conditions of the Lease. The Commencement Date of the Lease is ____________________.

The Lease provides for the lease by Landlord to Tenant of the Premises for an initial term of five (5) years with nine (9) renewal option(s) of an additional five (5) years each, and further provides:

1. Landlord will attorn to any mortgagee of Tenant, subordinate any Landlord’s lien to the Lease and to liens of Tenant’s mortgagees, and not disturb the tenancy of Tenant;

2. The Lease restricts Landlord’s ability to utilize, or allow the utilization of the Property or real property owned by Landlord which is adjacent or contiguous to the Property for the construction, operation and/or maintenance of Communications Facilities (as defined in the Lease);

3. Tenant (and persons deriving rights by, through, or under Tenant) are the sole parties to market, use, or sublease any portion of the Property for Communications Facilities during the term of the Lease (such restriction shall run with the land and be binding on the successors and assigns of Landlord); 25 VB Site ID: US-CA-6155
VB Site Name: S Taft

4. The Premises may be used exclusively by Tenant for all legal purposes, including, without limitation, erecting, installing, operating and maintaining Communications Facilities;

5. Tenant is entitled to sublease and/or license the Premises, including any Communications Facilities located thereon;

6. Under certain circumstances, Tenant has a right of first refusal to acquire the Premises from Landlord;

7. Landlord may assign the Lease only in its entirety and only to a purchaser of the fee interest of the Property; and

8. Under certain circumstances, Landlord may subdivide the Property without Tenant’s prior written consent.

This Memorandum is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Lease. In the event of a conflict between the provisions of this Memorandum and the provisions of the Lease, the provisions of the Lease shall control. The Lease shall be binding upon and inure to the benefit of Landlord and Tenant and shall inure to the benefit of their respective heirs, successors, and assigns, subject to the provisions of the Lease.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK, SIGNATURES

BEGIN ON NEXT PAGE
26 VB Site ID: US-CA-6155
VB Site Name: S Taft
IN WITNESS WHEREOF, the parties hereto have executed this MEMORANDUM OF LEASE as of the date last signed by a party hereto.

WITNESSES:

Name:

Name:

GRANTOR:

City of Taft
a Municipal corporation
By:

Name:

Title:

Date:

CALIFORNIA ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document
State of California
County of _____________________________)
On , 20 before me,
(insert name and title of the officer) personally appeared (name of signatory), who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/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.

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

WITNESS my hand and official seal.

Signature (Seal)
27 VB Site ID: US-CA-6155
VB Site Name: S Taft
(Tenant’s Signature Page to Memorandum of Lease)

STATE OF FLORIDA

COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this , 20 , by (name of signatory),
(title of signatory) of The Towers, LLC, a Delaware limited liability company, on behalf of the company. He/she is personally known to me.

Notary Public
Print Name:

My Commission Expires:

WITNESSES:

Name:

Name:

TENANT:

The Towers, LLC
a Delaware limited liability company
By:

Name:

Title:

Date:
28 VB Site ID: US-CA-6155
VB Site Name: S Taft

EXHIBIT A
(TO MEMORANDUM OF LEASE)
The Property
(may be updated by Tenant upon receipt of final legal description from title)