HomeMy WebLinkAboutContract 1630r
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COMMUNICATIONS SITE LEASE AGREEMENT
THIS COMMUNICATIONS SITE LEASE AGREEMENT ("Lease Agreement"), dated as
of,l t`V n c v 23 , 2015, is made by and between the City of Cathedral City, a
California municipal Corporation ("Lessor") and Los Angeles SMSA Partnership d/b/a
Verizon Wireless, with its principal office located in Basking Ridge, New Jersey ("Lessee").
Lessor and Lessee are at times collectively referred to hereinafter as the "Parties"or individually as
the"Party".
RECITALS
This Lease Agreement is entered into based upon the following facts, circumstances and
understandings:
A. Lessor owns certain real property legally described in Exhibit "A" attached hereto and
commonly known as 69400 30th Avenue, Cathedral City, California 92234; Assessor's Parcel
Number 670-060-029 ("Lessor's Real Property"). Lessee desires to lease a portion of Lessor's
Real Property, together with any necessary easements over other portions of Lessor's Real
Property and/or shared use of Lessor's easements over other real property necessary for Lessee's
access and utilities to the leased area as described and depicted on Exhibit `B" attached hereto;
specifically, Lessee shall lease a parcel of ground space measuring approximately sixteen (16)
feet by twenty-five (25) feet and containing approximately four hundred (400) square feet and
space on Lessor's light standard (the "Premises"). Lessor represents and warrants that it has the
complete right and authority to grant the rights set forth herein and that Lessor has full rights of
ingress to and egress from the Premises from a public roadway.
B. Lessee desires to construct and operate a wireless communications site at the Premises.
C. Based on the foregoing facts, circumstances and understandings and on the terms and
conditions set forth below, Lessor is willing to lease the Premises to Lessee for Lessee's
proposed use subject to the terms and conditions of this Lease Agreement.
WHEREFORE, in consideration of the facts, circumstances and understandings set forth
above,which are incorporated into this Lease Agreement, and the terms and conditions set
forth herein, the Parties, intending to be legally bound, hereto agree as follows:
1. Grant of Lease. Lessor hereby leases to Lessee the Premises for Lessee's proposed use,
subject to the following terms and conditions for the Initial Term (as defined below) and any
renewals thereof as specified in Section 4, Term.
2. Permitted Uses. The Premises shall be used by Lessee for the operation of a wireless
communications site. Under this Lease Agreement, Lessee may install, place, use and operate on
the Premises such antennas, radio transmitting and receiving equipment, conduits, wires,
batteries, back-up generators, utility lines and facilities, supporting structures, storage facilities,
telephone facilities, microwave equipment, and related equipment (collectively "Lessee's
Facilities") as necessary for the operation of its wireless communications site at the Premises,
subject to the conditions set forth in Conditional Use Permit, CUP No. 14-002, issued by the
Cathedral City Planning Commission on June 30, 2014 ("CUP") and any other required permits
Lessee Site Name:Buttercup
or approvals. Further, Lessee may perform construction, maintenance, modifications, repairs,
additions to, and replacement of Lessee's Facilities (collectively "Improvements") as Lessee
determines is necessary and appropriate for its ongoing business, and has the right to do all work
necessary to prepare, modify and maintain the Premises to accommodate Lessee's Facilities and
as required for Lessee's wireless communications operations at the Premises; provided, however,
that such Improvements and work comply with any conditions imposed by the CUP and any
other applicable permits or approvals.
3. Conditions Precedent: Prior Approvals. This Lease Agreement is conditioned upon Lessee
obtaining and maintaining all governmental licenses, permits and approvals enabling Lessee to
construct and operate wireless communications facilities on the Premises, including without
limitation, the CUP. The approval or execution of this Lease Agreement by the Lessor hereunder
shall not be binding upon the City Council of Cathedral City, the Cathedral City Planning
Commission, or any legislative body of the City of Cathedral City with respect to any approvals
for the installation or construction of Lessee's Facilities required by such other bodies, including
without limitation, the CUP or design review. In no event shall Lessor's approval or execution of
this Lease Agreement be construed as or deemed to constitute the granting, approval or renewal
of the CUP, design review or any other permit or approval required by the City Council of
Cathedral City, the Cathedral City Planning Commission, or any legislative body of the City of
Cathedral City. The Parties hereto agree that this Lease Agreement shall be null and void and of
no force or effect should Lessee fail to maintain all required governmental, design approval or
other required approvals for the Term, as defined in Section 4, Term of this Lease Agreement.
Lessor agrees to cooperate with Lessee's reasonable requests for Lessor's signatures as the
owner of Lessor's Real Property on permit applications, for allowing site inspections by
governmental agencies required in connection with reviewing permit applications, and for
assistance in obtaining such necessary approvals, provided that such cooperation and assistance
shall be at no expense to Lessor.
4. Term. The initial term of this Lease Agreement (the "Initial Term") shall be five (5) years,
commencing on the first day of the month after the date Lessee has obtained its building permit
or January 1, 2016, whichever occurs last (either, the "Commencement Date"), the Parties
acknowledging that prior to issuance of the building permit: (i) this Lease Agreement shall be
fully executed and (ii) Lessee has obtained the CUP. This Lease Agreement shall automatically
renew for one (1) additional five (5) year term (the "First Renewal Term") unless Lessee
provides Lessor written notice, as specified in Section 21, Notices and Deliveries, of its intent
not to renew not less than ninety (90) days prior to the expiration of the Initial Term. This Lease
Agreement shall automatically renew for a second (2nd) additional five (5) year term (the
"Second Renewal Term") unless Lessee provides Lessor written notice, as specified in Section
21, Notices and Deliveries, of its intent not to renew not less than ninety (90) days prior to the
expiration of the First Renewal Term. Thereafter, this Lease Agreement shall automatically be
renewed for two (2) additional terms of five (5) years each (each an "Additional Renewal
Term"), unless either Party provides the other with written notice, as specified in Section 21,
Notices and Deliveries, of its intention not to renew not less than ninety (90) days prior to the
expiration of the Second Renewal Term or any subsequent Additional Renewal Term. The terms
and conditions for any First, Second or Additional Renewal Term shall be the same terms and
conditions as in this Lease Agreement, except that the Rent(as defined below) shall be increased
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Lessee Site Name:Buttercup
as set forth in Section 5, Rent. The Initial Term, First Renewal Term, Second Renewal Term and
Additional Renewal Terms shall collectively be defined as the "Term."
5. Rent. On the Commencement Date, Lessee shall pay Lessor, as rent, the sum of Two
Thousand Five Hundred and 00/100 Dollars ($2,500.00) per month ("Rent"). Rent shall be
payable on the first day of each month, in advance, to Lessor or Lessor's alternate payee
pursuant to notice given to Lessee as specified in Section 21, Notices and Deliveries, at least
thirty (30) days before the next Rent payment due date. Notwithstanding the foregoing, the initial
Rent payment shall be due within thirty (30) days after the Commencement Date. Rent shall be
increased annually on each anniversary of the Commencement Date by an amount equal to three
percent(3%) of the Rent paid during the previous year.
6. Due Diligence Contingency and Pre-Commencement Date Access to Premises. Lessee
shall have the right (but not the obligation) at any time following the full execution of this Lease
Agreement and prior to the Commencement Date, to enter Lessor's Real Property and the
Premises for the purpose of making necessary inspections, taking measurements and conducting
engineering surveys (and soil tests where applicable) and any other reasonably necessary tests to
determine the suitability of the Premises for Lessee's Facilities ("Due Diligence"), and for the
purpose of preparing the Premises for the installation or construction of Lessee's Facilities.
During any Due Diligence activities or pre-installation or pre- construction work, Lessee shall
have insurance which covers such activities as set forth in Section 16, Insurance. Lessee will
notify Lessor of any proposed tests, measurements or pre-installation or pre-construction work
and will coordinate the scheduling of such activities with Lessor. If in the course of its Due
Diligence Lessee determines that the Premises are unsuitable for Lessee's contemplated use, then
Lessee shall have the right to terminate this Lease Agreement prior to the Commencement Date
without any further liability or obligation to Lessor by delivery of written notice of termination
to Lessor as set forth in Section 13, Termination.
7. Ongoing Access to Premises. Throughout the Initial Term and any renewals of this Lease
Agreement as set forth in Section 4, Term, Lessee shall have the right of access without escort to
the Premises for its employees and agents twenty-four (24) hours a day, seven (7) days per week,
at no additional charge to Lessee. In exercising its right of access to the Premises herein, Lessee
agrees to cooperate with any reasonable security procedures utilized by Lessor at Lessor's Real
Property, provided that Lessor gives Lessee prior written notice of such security procedures, and
further agrees not to unduly disturb or interfere with the business or other activities of Lessor or
of other tenants or occupants of Lessor's Real Property. Lessor and its authorized representatives
shall have the right to access the Premises, but not Lessee's Facilities located thereon, at all
reasonable times by giving at least forty-eight (48) hours advance notice in order to: (i)
determine if the Premises are in good condition and if Lessee is complying with its obligations
under this Lease Agreement; and (ii) to do any necessary maintenance to the Premises that
Lessor is required to perform under this Lease Agreement; provided however, that Lessor shall
not enter the Premises, except in event of an emergency, without a representative of Lessee being
present. Lessor shall maintain all existing access roadways or driveways extending from the
nearest public roadway to the Premises in a manner sufficient to allow for Lessee's access to the
Premises. Lessor shall be responsible for maintaining and repairing such roadways and
driveways at Lessor's sole expense, except for any damage caused by Lessee's use of such
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roadways or driveways. If Lessee causes any such damage, Lessee shall promptly repair the
same at its sole expense.
8. Lessee's Work, Maintenance and Repairs. All of Lessee's construction and installation
work at the Premises shall be performed at Lessee's sole cost and expense and in a good and
workmanlike manner. Lessee shall submit copies of the proposed site plans and specifications to
Lessor for prior approval, which approval will not be unreasonably withheld, conditioned or
delayed. Lessor shall give such approval or provide Lessee with its requests for changes in such
plans or specifications within thirty (30) Cathedral City Hall business days of Lessor's receipt of
Lessee's plans. If Lessor does not provide such approval or request for changes within such
thirty (30) Cathedral City Hall business day period, Lessor shall be deemed to have approved the
plans and specifications. Lessor shall not be entitled to receive any additional consideration in
exchange for giving its approval of Lessee's plans and specifications.
a. Maintenance of Lessee's Facilities. Lessee shall maintain Lessee's Facilities and
the Premises in a reasonably neat and safe condition and in compliance with all applicable codes
and governmental regulations. Except for those towers and structures constructed and owned by
Lessee, Lessor, not Lessee, shall be responsible for the maintenance and compliance with laws of
all towers and structures located on the Premises, including compliance with Part 17 of the
Federal Communications Commission's ("FCC") rules. 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.
b. Lessee's Removal of Lessee's Facilities. Upon the expiration, cancellation or
termination of this Lease Agreement, Lessee, if so requested by Lessor, shall remove Lessee's
Facilities, restore the Premises to substantially the condition existing on the Commencement
Date, less ordinary wear and tear; however, Lessee shall not be required to remove any
foundation supports below one (1) foot below grade for Lessee's Facilities or conduits which
have been installed by Lessee. Lessor shall give Lessee written notice of which of Lessee's
Facilities are to be remove no later than ninety (90) days before the expiration of this Lease
Agreement or within ten (10) days after any earlier termination hereof.
c. Abandonment of Lessee's Facilities. With respect to any of Lessee's Facilities
that are not removed by Lessee, Lessor shall take possession of the same in their then "as is"
condition without any representation or warranty by Lessee as to their fitness for any particular
purpose and upon the expiration or earlier termination of this Lease Agreement, Lessee shall
have no further liability for such Lessee's Facilities. In the event Lessor takes possession of the
Lessee's Facilities, Lessee will have been deemed to have abandoned said facilities, and all
rights title and interest of the abandoned facilities will immediately transfer to the Lessor.
d. Installation of New Light Standard. In connection with the installation of
Lessee's Facilities, Lessee shall remove and dismantle Lessor's existing light standard ("Existing
Light Standard"), which removal shall be contingent upon Lessee obtaining all governmental
approvals and permits required for the same. Lessee shall dismantle and remove or shall cause
the Existing Light Standard to be dismantled and removed in a good and workmanlike manner.
Lessor shall cooperate with Lessee with regard to such dismantling and removal of the Existing
Light Standard.
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Lessee Site Name:Buttercup
After the dismantling and removal of the Existing Light Standard has been
completed, Lessee agrees that it will install a new light standard ("Light Standard") in
compliance with all applicable laws and substantially in accordance with plans and specifications
approved by Lessor pursuant to the procedure described in Paragraph 8.a above. Within fifteen
(15) Cathedral City Hall business days ("Inspection Period") after Lessor receives Lessee's
notice that installation of the Light Standard has been completed, Lessor shall inspect the Light
Standard with a representative of Lessee present. If Lessor provides Lessee with written notice
of Lessor's approval of the Light Standard within the Inspection Period, Lessor shall assume
ownership thereof without the need for additional documentation. If Lessor provides Lessee
with written notice of any installation deficiencies within the Inspection Period ("Notice"),
Lessee shall commence any repairs and/or remedial work necessary to correct the deficiencies
described therein. Once such repairs and/or remedial work have been completed, Lessor shall re-
inspect the Light Standard within ten (10) days after Lessor's receipt of Lessee's notice ("Re-
Inspection Period") that such repairs and/or remedial work has been completed, but only with
respect to the items contained in the Notice, and in the presence of a Lessee representative. If
Lessor reasonably and in good faith determines that Lessee has corrected such installation
deficiencies in compliance with the Notice, Lessor shall give Lessee written approval of the
Light Standard, and Lessor shall assume ownership thereof without the need for additional
documentation. In the event Lessor fails to inspect the Light Standard, approve installation of
the Light Standard, as described above, or fails to provide the Notice to Lessee within the
Inspection Period or Re-Inspection Period, as applicable, Lessor shall be deemed to have
approved Lessee's installation of the Light Standard, and accepted it as constructed, and Lessee
shall have no further liability with respect to construction of same.
9. Title to Lessee's Facilities. Title to Lessee's Facilities and any equipment placed on the
Premises by Lessee shall be held by and remain with Lessee. All of Lessee's Facilities shall
remain the property of Lessee and are not fixtures. Lessee has the right to remove all of Lessee's
Facilities at its sole expense on or before the expiration or within ninety (90) days after the
earlier termination of this Lease Agreement. Lessor acknowledges that Lessee may enter into
financing arrangements including promissory notes and financial and security agreements for the
financing of Lessee's Facilities (the "Collateral") with a third party financing entity and may in
the future enter into additional financing arrangements with other financing entities. In
connection therewith, Lessor: (i) consents to the installation of the Collateral to the extent that
the Collateral is part of the approved Lessee's Facilities; (ii) disclaims any interest in the
Collateral, as fixtures or otherwise, whether arising at law or otherwise, including, but not
limited to any statutory landlord's lien; and (iii) agrees that the Collateral shall be exempt from
execution, foreclosure, sale, levy, attachment, or distress for any Rent due or to become due and
that such Collateral may be removed at any time without recourse to legal proceedings.
10. Utilities. Subject to Lessor's prior approval pursuant to the procedure described in Section 8,
Lessee's Work, Maintenance and Repairs, which shall not be unreasonably withheld, delayed or
conditioned, Lessee shall have the right to install utilities, at Lessee's expense (including, but not
limited to the installation of emergency back-up power, also at Lessee's expense). Subject to
Lessor's approval of the location, which approval shall not be unreasonably withheld,
conditioned, or delayed, Lessee shall have the right to place utilities on Lessor's Real Property in
order to service the Premises and Lessee's Facilities. Upon Lessee's request, Lessor shall
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execute recordable easement(s) evidencing this right. Lessee shall fully and timely pay for all
utilities furnished to the Premises for the use, operation and maintenance of Lessee's Facilities.
11. Interference with Communications. Lessee's Facilities and operations shall not interfere
with the communications configurations, frequencies or operating equipment which exist on
Lessor's Real Property as of the full execution of this Lease Agreement ("Pre-existing
Communications"), and Lessee's Facilities and operations shall comply with all applicable non-
interference rules of the FCC. Upon written notice from Lessor of apparent interference by
Lessee with Pre-existing Communications, Lessee shall have the responsibility to promptly
terminate such interference or demonstrate to Lessor with reasonably competent information that
the apparent interference in fact is not caused by Lessee's Facilities or operations. Lessee's
failure to terminate such interference or demonstrate that such interference is not caused by
Lessee following notice by Lessor and the opportunity to cure pursuant to Section 13,
Termination, may be cause for Lessor to terminate this Lease Agreement. Lessor shall not, nor
shall Lessor permit any other tenant or occupant of any portion of Lessor's Real Property, to
engage in any activities or operations which interfere with the communications operations of
Lessee described in Section 2, Permitted Uses, above. Such interference with Lessee's
communications operations shall be deemed a material breach by Lessor, and Lessor shall have
the responsibility to promptly terminate said interference. In the event any such interference does
not cease promptly, the Parties acknowledge that continuing interference will cause irreparable
injury to Lessee, and therefore Lessee shall have the right to bring a court action to enjoin such
interference or to terminate this Lease Agreement immediately upon notice to Lessor. If Lessee
is required to bring such an action, Lessor shall be obligated to pay Lessee's reasonable
attorney's fees and expenses. Lessor agrees to incorporate equivalent provisions regarding non-
interference with Pre-existing Communications into any subsequent leases, licenses or rental
agreements with other persons or entities for any portions of Lessor's Real Property.
12. Taxes. Lessee shall pay all personal property taxes assessed against Lessee's Facilities, and
shall also pay to Lessor any increase in real property taxes which are attributed solely to the
installation of Lessee's Facilities thereon within sixty (60) days after receipt of satisfactory
documentation indicating calculation of Lessee's share of such real property taxes and payment
of the real property taxes by Lessor. Lessee shall also be solely responsible for the payment of
any possessory use taxes assessed by the County of Riverside by reason of Lessee's Facilities or
Lessee's use of the Premises, whether such taxes are billed to Lessee or Lessor. Lessor shall pay
when due all other real property taxes and all other taxes, fees and assessments attributable to the
Premises and this Lease Agreement.
13. Termination. This Lease Agreement may be terminated by Lessee in its sole discretion
effective immediately without further liability by the delivery of written notice thereof to Lessor
prior to the Commencement Date for any reason resulting from Lessee's Due Diligence, or if a
title report obtained by Lessee for Lessor's Real Property shows any defects of title or any liens
or encumbrances which may adversely affect Lessee's use of the Premises for Lessee's intended
use, or for any other or no reason. This Lease Agreement 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 not cured within
thirty (30) days of receipt of written notice of default, provided such Party shall have such
extended period as may be required beyond the thirty (30) days if the nature of the cure is such
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that it reasonably requires more than thirty (30) days and the defaulting Party commences the
cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure
to completion; (ii) by Lessee if it does not obtain licenses, permits, including without limitation a
CUP, as defined in Section 2, Permitted Uses, above, or other approvals necessary to the
construction or operation of Lessee's Facilities, or is unable to maintain such licenses, permits or
approvals despite reasonable efforts to do so; (iii) 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 frequencies; or (iv) by Lessee in its sole
discretion if Lessee determines that the Premises are not appropriate or suitable for its operations
for economic, environmental or technological reasons, including, without limitation, signal
strength or interference. Other than as stated herein and in Section 4, Term, and Section 14,
Destruction of Premises, Lessor shall not have the right to terminate, revoke or cancel this Lease
Agreement.
14. Destruction of Premises. If the Premises or Lessor's Real Property is destroyed or damaged
so as in Lessee's judgment to hinder its effective use of Lessor's Real Property for the ongoing
operation of a wireless communications site, Lessee may elect to terminate this Lease Agreement
without further liability of Lessee as of the date of the damage or destruction by so notifying
Lessor no more than sixty (60) 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
Agreement shall cease as of the date of the damage or destruction.
15. Condemnation. If a condemning authority takes all of Lessor's Real Property, or a portion
which in Lessee's sole discretion is sufficient to render the Premises unsuitable for Lessee's
ongoing operation of a wireless communications site, then this Lease Agreement shall terminate
without further liability of Lessee as of the date when possession is delivered to the condemning
authority. In any condemnation preceding each Party shall be entitled to make a claim against the
condemning authority for just compensation recoverable under applicable condemnation law.
Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of
the exercise of its power of eminent domain shall be treated as a taking by a condemning
authority.
16. Insurance. Without limiting Lessee's obligation to indemnify Lessor as set forth in Section
19, Indemnifications, Lessee shall maintain the following insurance: (1) Commercial General
Liability with limits of One Million Dollars ($1,000,000.00) per occurrence for bodily injury and
property damage; (2) Automobile Liability with a combined single limit of One Million Dollars
($1,000,000.00) per accident; (3) Worker's Compensation as required by law; and (4)
Employer's Liability with limits of One Million Dollars ($1,000,000.00) each
accident/disease/policy limit. Lessor, at Lessor's sole cost and expense, shall procure and
maintain on Lessor's Real Property, commercial general liability insurance with a combined
single limit of at least One Million Dollars ($1,000,000.00) per occurrence for bodily injury and
property damage. Such insurance shall insure, on an occurrence basis, against liability of Lessor,
its employees and agents arising out of or in connection with Lessor's use, occupancy and
maintenance of Lessor's Real Property. Each Party shall be included as an additional insured on
the other's policy as their interest may appear under this Lease Agreement. Each Party shall
provide to the other a certificate of insurance evidencing the coverage required by this Section
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within thirty (30) days of the Commencement Date. Lessee shall furnish to Lessor all certificates
prior to commencement of any commencement of work.
17. Assignments or Transfers. Lessor may assign or transfer this Lease Agreement to any
person or entity without any requirement for prior approval by Lessee, provided that such
assignee or transferee agrees in writing to fulfill all of the duties and obligations of Lessor in said
Lease Agreement, including the obligation to respect Lessee's rights to non-disturbance and
quiet enjoyment of the Premises during the Initial Term and any renewals thereof pursuant to
Section 4, Term. Lessee may assign or transfer this Lease Agreement without prior approval by
Lessor to any of Lessee's partners, shareholders, members, subsidiaries, or affiliates, to any
entity in which Lessee or any of its affiliates holds an ownership interest, or to a person or entity
acquiring by purchase, merger or operation of law a majority of the value of the assets of Lessee
in the market defined by the FCC in which Lessor's Real Property is located by reason of a
merger, acquisition or other business reorganization, provided that such assignee or transferee
agrees in writing with Lessor to fulfill the duties and obligations of Lessee under this Lease
Agreement, including without limitation the obligation to pay Rent to Lessor and provided
Lessee notifies Lessor of the assignment as soon thereafter as reasonably possible. Lessee may
assign or transfer this Lease Agreement without prior approval by Lessor to any
nationally-recognized or publicly-traded wireless tower entity whose business is the ownership
of telecommunication towers, provided that Lessee notifies Lessor simultaneously with such
transfer or assignment and such assignee or transferee agrees in writing with Lessor to fulfill the
duties and obligations of Lessee under this Lease Agreement, including without limitation the
obligation to pay Rent to Lessor. Lessee shall not otherwise assign or transfer this Lease
Agreement to any other person or entity without the prior written approval of Lessor, which
approval shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding anything
to the contrary contained in this Lease Agreement, Lessee may assign, mortgage, pledge,
hypothecate or otherwise transfer without consent its interest in this Lease Agreement to any
financing entity, or agent on behalf of any financing entity to whom Lessee: (i) has obligations
for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by loans,
bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to
letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. No
such assignment, pledge, mortgage, hypothecation or other transfer of Lessee's interest in this
Lease Agreement shall affect Lessee's performance obligations under this Lease Agreement.
Lessee shall not sublease any portion of Lessee's Facilities or the Premises.
18. Non-disturbance and Quiet Enjoyment; Subordination; Estoppel Certificates.
a. So long as Lessee is not in default under this Lease Agreement after notice and
the opportunity to cure, Lessee shall be entitled to quiet enjoyment of the Premises during the
Initial Term of this Lease Agreement or any renewal thereof as set forth in Section 4, Term, and
Lessee shall not be disturbed in its occupancy and use of the Premises.
b. This Lease Agreement shall be subordinate to each and every deed of trust,
mortgage or other security instrument which may now or hereafter affect Lessor's Real Property
and to any renewals, extensions, supplements, amendments, modifications or replacements
thereof. In confirmation of such subordination, Lessee shall execute and deliver promptly any
reasonable subordination agreement that Lessor may reasonably request, provided that such
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agreement acknowledges that this Lease Agreement remains in full force and effect, recognizes
Lessee's right to non-disturbance and quiet enjoyment of the Premises so long as Lessee is not in
default under this Lease Agreement, and Lessee's liability shall be capped at the remaining Rent
under this Lease Agreement. If any mortgagee or lender succeeds to Lessor's interest in Lessor's
Real Property through a foreclosure proceeding or by a deed in lieu of foreclosure, Lessee shall
attorn to and recognize such successor as Lessor under this Lease Agreement.
c. At any time upon not less than twenty (20) days' prior written notice by Lessor,
Lessee shall execute, acknowledge and deliver to Lessor or any other party specified by Lessor, a
statement in writing certifying that this Lease Agreement is in full force and effect, if true, and
the status of any continuing defaults under this Lease Agreement.
19. Indemnifications.
a. Lessee's Indemnity. Lessee hereby agrees to indemnify and hold Lessor and
Lessor's officers, directors, partners, shareholders, employees, agents, contractors and
subcontractors harmless from and against any and all losses, claims, liabilities, damages, costs
and expenses (including reasonable attorney's fees and costs) and injuries (including personal
injuries or death) arising from or in connection with Lessee's or Lessee's contractors' use,
operation, maintenance or repair of Lessee's Facilities at the Premises or access over Lessor's
Real Property or Lessee's or Lessee's contractors' shared use of Lessor's easements for access to
the Premises, except to the extent resulting from the negligence or willful misconduct of Lessor
or Lessor's officers, directors, partners, shareholders, employees, agents, contractors or
subcontractors.
b. Lessor's Indemnity. Lessor hereby agrees to indemnify and hold Lessee and
Lessee's officers, directors, partners, shareholders, employees, agents, contractors and
subcontractors harmless from and against any and all losses, claims, liabilities, damages, costs
and expenses (including reasonable attorney's fees and costs) and injuries (including personal
injuries or death) arising from or in connection with Lessor's use, operation, maintenance or
repair of improvements on Lessor's Real Property, the use of Lessor's Real Property by tenants,
lessees, employees, agents and contractors of Lessor, or Lessor's shared use of easements for
access to Lessor's Real Property, except to the extent resulting from the negligence or willful
misconduct of Lessee or Lessee's officers, directors, partners, shareholders, employees, agents,
contractors or subcontractors.
c Special Damages. Notwithstanding any other provision of this Lease Agreement,
neither Party shall be liable to the other for consequential damages, damages for lost profits,
exemplary or punitive damages or other special damages, whether in tort, contract or equity.
20. Hazardous Material. Lessee agrees that it will not use, generate, store or dispose of any
Hazardous Material (as defined below) on, under, about or within Lessor's Real Property in
violation of any law or regulation. Lessor represents, warrants and agrees: (i) that neither Lessor
nor, to Lessor's knowledge, any third party has used, generated, stored or disposed of, or
permitted the use, generation, storage or disposal of, any Hazardous Material on, under, about or
within Lessor's Real Property in violation of any law or regulation, and (ii) that Lessor will not,
and will not permit any third party to use, generate, store or dispose of any Hazardous Material
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on, under, about or within Lessor's Real Property in violation of any law or regulation. Lessor
and Lessee each agree to defend, indemnify and hold harmless the other and the other's partners,
affiliates, agents and employees against any and all losses, liabilities, claims and/or costs
(including reasonable attorneys' fees and costs) arising from any breach of any representation,
warranty or agreement contained in this Section. As used in this Section, "Hazardous Material"
shall mean petroleum or any petroleum product, asbestos, any substance known by the state in
which Lessor's Real Property is located to cause cancer and/or reproductive toxicity, and/or any
substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable
federal, state or local law or regulation. This Section shall survive the termination of this Lease
Agreement.
21. Notices and Deliveries. Any notice or demand required to be given herein shall be made by
certified or registered mail, return receipt requested, or reliable overnight delivery service to the
address of the respective Parties set forth below:
Lessor: Cathedral City, City Manager
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attn: Charlie McClendon
Tel: (760) 770-0372
Fax: (760) 202-1460
With a copy to: Charles R. Green, Esq., City Attorney
Green de Bornowsky, LLP
23801 Calabasas Road, Suite 1015
Calabasas, CA 91302
Lessee: Los Angeles SMSA Limited Partnership,
dba Verizon Wireless
180 Washington Valley Road
Bedminster,New Jersey 07921
Attention: Network Real Estate
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant
to the foregoing. Lessor or Lessee may from time to time designate any other address for notices
or deliveries by written notice to the other Party as provided herein.
22. Miscellaneous.
a. Severability. If any provision of this Lease Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction with respect to any Party, the remainder of
this Lease Agreement or the application of such provision to persons other than those as to whom
it is held invalid or unenforceable shall not be affected, each provision of this Lease Agreement
shall be valid and enforceable to the fullest extent permitted by law. The Parties may negotiate in
good faith to amend this Lease Agreement to retain the economic effect of any invalid or
unenforceable provisions.
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Lessee Site Name:Buttercup
b. Binding Effect. Each Party represents and warrants that said Party has full power
and authority, and the person(s) executing this Lease Agreement have full power and authority,
to execute and deliver this Lease Agreement, and that this Lease Agreement constitutes a valid
and binding obligation of each Party, enforceable in accordance with its terms. This Lease
Agreement shall be binding on and inure to the benefit of the successors and permitted assignees
of the respective Parties.
c. Waivers. No provision of this Lease Agreement shall be deemed to have been
waived by a Party unless the waiver is in writing and signed by the Party against whom
enforcement of the waiver is attempted. No custom or practice which may develop between the
Parties in the implementation or administration of the terms of this Lease Agreement shall be
construed to waive or lessen any right to insist upon strict performance of the terms of this Lease
Agreement.
d. Governing Law. This Lease Agreement shall be governed by and construed in
accordance with the laws of the State of California.
e. Attorneys' Fees and Costs. The prevailing Party in any legal claim arising
hereunder shall be entitled to its reasonable attorneys' fees and costs and court costs.
f. Survival. Terms and conditions of this Lease Agreement which by their sense and
context survive the termination, cancellation or expiration of this Lease Agreement will so
survive.
g. Memorandum of Lease Agreement. Lessee acknowledges that a Memorandum of
Lease Agreement substantially in the form annexed hereto as Exhibit "C" will be recorded by
Lessor in the Official Records of the County where Lessor's Real Property is located. Lessor
shall send a copy of such recorded Memorandum of Lease Agreement to Lessee, at the address
set forth for Lessee in Section 21,Notices and Deliveries, promptly following its receipt of same
from the Riverside County Recorder.
h. Entire Agreement; Amendments. Notwithstanding any applicable entitlement,
license, or permit, this Lease Agreement constitutes the entire agreement and understanding
between the Parties regarding Lessee's lease of the Premises and supersedes all prior and
contemporaneous offers, negotiations and other agreements concerning the subject matter
contained herein. There are no representations or understandings of any kind not set forth herein.
Any amendments to this Lease Agreement must be in writing and executed by duly authorized
representatives of both Parties.
i. No Presumptions Regarding Preparation of Lease Agreement. The Parties
acknowledge and agree that each of the Parties has been represented by counsel or has had full
opportunity to consult with counsel and that each of the Parties has participated in the
negotiation and drafting of this Lease Agreement. Accordingly it is the intention and agreement
of the Parties that the language, terms and conditions of this Lease Agreement are not to be
construed in any way against or in favor of any Party hereto by reason of the roles and
responsibilities of the Parties or their counsel in connection with the preparation of this Lease
Agreement.
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Lessee Site Name:Buttercup
IN WITNESS WHEREOF, the Parties have caused this Lease Agreement to be executed
by their duly authorized representatives on the dates set forth below and acknowledge that this
Lease Agreement is effective as of the date first above written.
LESSOR: LESSEE:
City of Cathedral City, Los Angeles SMSA Limited Partnership,
a California municipal corporation dba Verizon Wireless
By: AirTouch, = lular¢Iits Wneral Partner
Print Name: I L1V - ►a C f
Title: CA i mCttrl J
tC�? By: /(Signature)
Date: I J 2-01 I Print Name: Harold W.Navarre
• MP _ Title: Executive Director-Network
By: or
(Signature) Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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Lessee Site Name:Buttercup
EXHIBIT A
DESCRIPTION OF LESSOR'S REAL PROPERTY
to the Lease Agreement dated , 2015, by and between the City of Cathedral
City, a California municipal corporation, as Lessor, and Los Angeles SMSA Limited Partnership, dba
Verizon Wireless, as Lessee.
Lessor's Property of which Premises are a part is described as follows:
The land referred to herein is situated in the State of California, County of Riverside and described as
follows:
The Southeast quarter of the Southwest quarter of Section 10, Township 4 South, Range 5 East, San
Bernardino Base and Meridian, in the City of Cathedral City, County of Riverside, according to the
Official Plan thereof on file in the Office of the Bureau of Indian Affairs;
Excepting the West 750 feet as described in the deed to the Palm Springs Unified School District
recorded October 1, 1990 as Instrument No. 362726 of Official Records.
69400 30th Avenue, Cathedral City,California 92234
APN: 670-060-029, f/k/a APN: 067-060-024
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Lessee Site Name:Buttercup
EXHIBIT B
DESCRIPTION OF PREMISES
to the Lease Agreement dated , 2015, by and between the City of
Cathedral City, a California municipal corporation, as Lessor, and Los Angeles SMSA Limited
Partnership,dba Verizon Wireless,as Lessee.
The Premises consist of those specific areas described/shown below or attached where Lessee's
communications antennae, equipment and cables occupy Lessor's Real Property. The Premises and the
associated utility connections and access, including easements, ingress, egress, dimensions, and locations
as described/shown, are approximate only and may be adjusted or changed by Lessee at the time of
construction (provided that all prior approvals required by City Council of Cathedral City, the Cathedral
City Planning Commission, or any legislative body of the City of Cathedral City have been obtained by
Lessee)to reasonably accommodate sound engineering criteria and the physical features of Lessor's Real
Property.
(A final drawing or copy of a property survey or site plan depicting the above shall replace this Exhibit B
when initialed by Lessor or Lessor's designated agent and may be modified from time to time when
initialed by both Lessor and Lessee.)
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Lessee Site Name:Buttercup
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EXHIBIT C
MEMORANDUM OF LEASE AGREEMENT
CLERK: Please return this document to:
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attn: City Manager
This Memorandum of Lease Agreement is entered into on this day of
2015 by and between the City of Cathedral City, a California municipal corporation, located at 68-700
Avenida Lalo Guerrero, Cathedral City, CA 92234 (hereinafter referred to as "Lessor"), and Los Angeles
SMSA Limited Partnership, dba Verizon Wireless, with offices at One Verizon Way, Mailstop 4AW100,
Basking Ridge,New Jersey 07920 (hereinafter referred to as"Lessee").
1. Lessor and Lessee entered into a Communications Site Lease Agreement("Agreement")on the
day of , , for the purpose of installing, operating and
maintaining a communications facility and other improvements. All of the foregoing is set forth
in the Agreement.
2. Subject to satisfaction by Lessee of the conditions precedent set forth in the Agreement,the term
of the Agreement is for five(5)years commencing on the first day of the month after the date
Lessee has obtained its building permit(the"Commencement Date"), acknowledging that prior to
issuance of the building permit,the Agreement has been fully executed and Lessee has obtained a
Conditional Use Permit, and terminating on the fifth(5th)anniversary of the Commencement
Date,with four(4) successive five(5)year options to renew, subject to the terms set forth in
Section 4 of the Agreement.
3. The land which is the subject of the Agreement is described in Exhibit A attached hereto.
IN WITNESS WHEREOF,the Parties have executed this Memorandum of Agreement as of the day
and year first above written.
LESSOR: LESSEE:
City of Cathedral City, a municipal corporation Los Angeles SMSA Limited Partnership,dba
Verizon Wireless
By: By: AirTouch Cellular, its General Partner
Name: Charlie McClendon
Title: City Manager, as so authorized by the
City Council By:
Name: Harold W.Navarre
Date: Title: Executive Director-Network
Date:
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Lessee Site Name:Buttercup
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
COUNTY OF
On , before me, , Notary Public, personally
appeared , 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 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 of Notary Public
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Lessee Site Name:Buttercup
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 Orange )
On ,2015,before me, , Notary Public,
personally appeared Harold W. Navarre, who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon
behalf of which the person 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 of Notary Public
Place Notary Seal Above
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Lessee Site Name:Buttercup