CONTRACT 7445 Vender AgreementDocusign Envelope ID: B35754E7-4C14-4BF8-9826-BC62E8E36DEA
Agreement No. 7445
verticalbriclue
01,1111,
Owners Site ID: US-CA-1606 / Pacific Corporate Towers 222
Users Site ID: /
ROOFTOP SITE USE AGREEMENT
THIS ROOFTOP SITE USE AGREEMENT ("Agreement") is entered into this 10/29/2025 ("Effective Date"),
by and between Vertical Bridge Real Estate Il, LLC, a Delaware limited liability company, whose address is 750 Park of
Commerce Boulevard, Suite 200, Boca Raton, FL 33487 ("Owner"), and City Of El Segundo , a Municipal corporation, whose
address is 350 Main Street, El Segundo, CA 90245 ("Uselr'). Owner and User may each be referred to as a "Party" or collectively
as the "Parties".
WHEREAS, Owner leases or manages (with the right to lease) all or a portion of the rooftop (the "Rooftop") of the
building located at 222 North Sepulveda Blvd El Segundo, CA 90245 (the "Building").
WHEREAS, User desires to lease from Ownerand Owner desires to tease to User certain space on the Rooftop pursuant
to the terms and conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows.
Premise and Use.
Subject to the terms and conditions of this Agreement and the Prime Agreement, Owner hereby leases to User, and
User leases from Owner (i) certain space on the Rooftop measuring approximately thirty-two (32) square feet (the "Rooftop
Space"), (ii) certain space located in the janitorial closet on the twenty-third (23rd) floor of the Building measuring no more than
seventy-nine (79) square feet (the "Interior Space") and (ii) certain non-exclusive space on running between the Rooftop Space
and certain electrical, fiber, accessory and telephone utility sources located within the Building and on or around the real property
where the Building is located (the "Pro a and collectively with the Rooftop and Building, the "Site") for the installation, operation
and maintenance of wires, fibers, cables, conduits and pipes (the "Cable Space', and collectively with the Rooftop Space, and the
Interior Space, the "Premises"). The Rooftop Space and the Interior Space shall be used for (the "Permitted Use"): the installation,
operation and maintenance of the communications equipment, antennas, technology, wires, coaxial cables, and accessory
equipment described or depicted on Exhibit A attached hereto and incorporated herein (collectively, the "Facilities") and for the
transmission and reception of communication signals pursuant to and in compliance with all applicable laws, ordinances, rules,
and regulations of any governmental entity or agency (federal, state or local) having jurisdiction over the Site, Facilities and User's
operations, including without limitation the Federal Communications Commission (the "FCC").
2. P,dme Aareernent.
The written instrument granting Owner its interest in the Rooftop is attached hereto as Exhibit B and incorporated herein
by reference (the `Prime Agreement"). The lessor, sublessor, licensor, or grantor under the Prime Agreement is hereinafter
referred to as the 'Pr'irne Landlord". By executing this Agreement, User represents that it has reviewed the Prime Agreement and
approves of the unredacted terms, conditions, provisions and obligations set forth therein, and User hereby acknowledges and
agrees that the terms and conditions of this Agreement are subject and subordinate to the terms and conditions of the Prime
Agreement and in the event of any conflict between the terms and conditions of the Prime Agreement and this Agreement, the
terms and conditions of the Prime Agreement shall control. User agrees that it shall not take any action that would cause Owner
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
7Owner's Site ID: US-CA-1606 I Pacific Corporate Towers 222
vertical �:.������ �.���:. �����.� ..
-
.3 Users Site ID: /
to be in breach or default under the Prime Agreement. If the Prime Agreement expires or is terminated for any reason, then this
Agreement shall terminate unless otherwise dictated by the terms of the Prime Agreement.
3. Inspections.
Subject to the terms and conditions of this Agreement and the Prime Agreement, following the Effective Date, User, its
agents, employees, contractors and subcontractors shall have the right to enter upon the Site to inspect and examine the Premises,
to perform engineering and environmental tests and studies with respect to the Premises (provided that in no event shall User be
permitted to perform any invasive, Phase II or similar environmental testing), to survey the Premises, and to perform such other
studies and tests reasonably necessary to determine the feasibility of the Premises for User's Permitted Use (collectively,
"Inspections"). Immediately following such entry, User shall restore the Site to its condition existing prior to User, its agents,
employees, contractors or subcontractors' entry thereon and remove any equipment, gear or materials brought onto the Site. If
such entry or Inspections result in any damage to the Site or exacerbate any previously existing condition, User shall, at User's
sole cost and expense, immediately repair and remediate such damage or exacerbation.
4. Term.
The initial term of this Agreement shall be Five (5) years, commencing on the Commencement Date (as hereafter defined)
("Initial Term"). This Agreement shall commence on the earlier of: (A) the first day of the month in which User commences
installation of its equipment on the Premises if such installation commences on or before the 151h day of the month, or the first day
of the month after User commences installation of its equipment on the Premises if such installation commences after the 15"h day
of the month; or (B) November 1, 2025 (such earlier date the "Commencernent Date"). User shall have the right to renew
this Agreement for Three (3) successive Five (5) year periods (each, a "Renewal Term") on the same terms and conditions as set
forth herein. This Agreement shall automatically be renewed for such successive Renewal Terms unless User notifies Owner
of its intention not to renew this Agreement at least ninety (90) days prior to the commencement of the succeeding Renewal
Term. For the purposes of this A rg Bement, "Term" shall mean the Initial Term and any applicable Renewal Term(s).
Notwithstanding the foregoing, if the Prime Agreement has a shorter term or extension terms than those provided for under this
Section 4, then User's right to extend this Agreement shall be for only as long as Owner has the right to extend its interest in the
Prime Agreement.
5. Interrtionall 4mttted,
6. Use Fee.
User shall pay Owner monthly rent in the amount of One Thousand Two Hundred Fifty and 001100 Dollars ($1,250.00)
per month (the "Use Fee"), payable on the first day of the month, in advance, beginning on the Commencement Date. The Use
Fee for any partial month during the Term shall be pro -rated based on the number of days in such month. On each annual
anniversary of the Commencement Date, the Use Fee shall increase by three percent (3.00%) of the Use Fee for the
immediately preceding twelve (12) month period. The Use Fee shall be mailed (or sent via electronic methods as agreed to by the
parties in writing) to the following address:
P.O. Box Address:
Vertical Bridge REIT, LLC, P.O. BOX 743368,
Atlanta, GA 30374-3368
Overnight Mail Address:
Vertical Bridge REIT, LLC
Bank of America Lockbox Services
2
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
verticalbr 5 �.
Lockbox # 743368
6000 Feldwood Road
College Park, GA 30349
Owner's Site ID: US-CA-16061 Pacific Corporate Towers 222
Users Site ID: I
If the Use Fee is not paid in accordance with the terms hereof, User will pay interest on the past due amounts at the
lesser rate of either: (1) one and one-half percent (1.5%) per month, or (ii) the maximum, non -usurious interest rate permitted by
applicable law.
Access.
Subject to the terms and conditions of the Prime Agreement, User, its agents, employees, contractors and subcontractors
shall have the non-exclusive right to access the Premises using common or designated access routes to the extent reasonably
necessary to enable User to install, operate, and maintain the Facilities and to otherwise undertake User's obligations '.set forth in
this Agreement. User shall have the right to access its Facilities twenty-four (24) hours a day, seven (7) days a week upon
reasonable advance notice to Owner. In the event of an emergency threatening life or property damage, User shall have the right
to access Facilities upon telephonic notice to Owner's NOC at 877-589-6411. User acknowledges that the Prime Agreement may
limit User's access to certain hours during the day and certain days of the week and may further subject User's access to the
security rules and requirements of the Building.
8. Utilities.
User shall timely pay all charges for electrical power and all other services used by User in connection with the operation
of User's Facilities. No additional utilities (water, sewer or gas) will be available at the Premises during the Term. In no event shall
Owner or Prime Landlord be liable for thequality quantity, failure or interruption of electrical service to the Premises or damages
resulting directly or indirectly therefrom by reason of or resulting from any accident, or the need or priority of repairs or
improvements, or by reason of orders of any military, civil or governmental authority, or strikes, riots, insurrections or invasions, or
any reason beyond the control of Owner or Prime Landlord.
9. Maintenance and RepairE.
(a) Owner shall maintain and repair the Premises (but not User's Facilities) in accordance with Owner's obligations
under the Prime Agreement; provided, however, that when such maintenance and repair is made necessary by or because of the
fault User (reasonable wear and tear excepted), User shall reimburse Owner for the cost thereof,
(b) User, at its sole cost and expense, shall carry out maintenance of the Facilities, including, but not limited to,
the electrical and mechanical maintenance of the Facilities. Maintenance shall be conducted by User in accordance with standards
of good engineering practice to assure that at all times the Facilities conform to the requirements of the FCC and all other
government bodies or agencies with jurisdiction over the Site, User, the Facilities and User's operations.
10. Modifications,
(a) Should User desire to make any installations, modifications, additions, changes, alterations or upgrades to its
Facilities or Premises (a "Modification"), User shall complete and submit to Owner for Owner's review and approval, a Collocation
Application (using Owner's then current form of Collocation Application) detailing User's desired Modification. User shall not be
permitted to perform a Modification without Owner's prior written approval, which approval, if granted, shall be in the form of a
3
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
vertical ("
it . r Owner's Site ID: US-CA-1606 / Pacific Corporate Towers 222
� " User's Site ID: /
Notice to Proceed. If the Modification will result in an enlargement of the Premises or increase the Facilities beyond the amount
originally approved under this Agreement or the amount then existing on the Premises, then Owner shall have the right to condition
its approval of a Modification upon (i) an increase to User's then current Use Fee, (ii) Owner performing, at Users sole cost and
expense at Owner's then current rate, a structural analysis of the Rooftop and/or Building in accordance with the applicable building
code, and (iii) amending this Agreement to memorialize User's Modification. Any approved Modification shall further be subject to
User obtaining all applicable govemmental licenses, permits and approvals necessary for User to perform the Modification. Owner's
approval of a Modification is not a representation that the Modification is in compliance with applicable laws, ordinances, rules or
regulations or that the Modification will not cause interference with other communications operations at the Site.
(b) Notwithstanding the foregoing, tf the structural analysis performed by Owner in connection with a proposed
Modification determines that the Rooftop or Building requires structural modifications in order to accommodate the weight and/or
loading of User's proposed Modification, then User shall either (i) elect to forego performing the Modification or (ii) request that
Owner perform, at User's sole cost and expense, the necessary structural modifications to the Rooftop and/or Building to
accommodate the Modification. If Prime Landlord and Owner agree to perform such structural modifications, then User shall submit
a purchase order to Owner for the structural modifications and Owner shall thereafter promptly commence performing the work. If
Owner or Prime Landlord do not agree to perform such structural modifications, then User shall forego performing the Modification
or the portion thereof adding weight and/or loading to the Rooftop and/or Building.
(c) In the event User performs a Modification without the prior written approval of Owner, such Modification shall
be subject to an additional monthly fee in the amount of one hundred fifty percent (150%) of the fair market rental value of the
Modification at the time of discovery of such unapproved Modification (the "Additional Use Fee'). The Additional Use Fee shall
accrue (i.e., shall be back -billed) from the date the installation of such unapproved Modification commenced.
11 Intentfonal miffed,.
12. 'faxes,
User shall be responsible for reimbursing Owner or Prime Landlord for any taxes and assessments reasonably
attributable to User's Facilities and operations on the Premises, including without limitation, any sales tax. In the event Owner
receives a notice of assessment with respect to which any portion is attributable to User's Facilities or operations on the Premises,
Owner shall promptly provide User with copies of each such notice.
13. Default.
(a) In the event User shall (i) default in the payment of the Use Fee or any other sum payable by User under this
Agreement, and such default shall continue for a period of ten (10) days after receipt of written notice by Owner,
(ii) default in the performance of any other covenants or agreements of this Agreement and such default shall
continue for thirty (30) days after User's receipt of written notice thereof or after the applicable cure period
elsewhere set forth in this Agreement, or (iii) become bankrupt or insolvent or should any debtor proceeding
by initiated by or against User, then Owner may pursue the following rights and remedies:
(b) Terminate this Agreement and/or retake possession of the Premises, which retaking of the
Premises may include, without limitation, disconnecting electrical power to Users Facilities;
0
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
verdcal b ( ) f,w Owners Site ID: US-CA-1606 I Pacific Corporate Towers 222
m . Users Site ID: I
(c) Enter the Premises and relet same without termination of this Agreement, in which event
User agrees to pay any deficiency after Owner is credited with the rent thereby obtained less
all repairs and expenses (including the expenses of obtaining possession);
(d) Cure the default and invoice User for the costs and expenses of same, which invoice shall
be payable within ten (10) days of its receipt by User; and
(e) Exercise any other remedy available at law or in equity.
If User remains in default beyond any applicable cure period, whether or not Owner shall have terminated this Agreement,
the following shall be immediately due and payable by User all Use Fees and other charges, payments, costs and expenses due
from User to Owner and in arrears at the time of the default.
If User remains in default beyond any applicable cure period, whether or not Owner shall have terminated this Agreement,
Owner may demand immediate removal by User of the Facilities from the Site, and if User fails to do so within thirty (30) days of
receipt of Owner's demand, Owner may remove the Facilities at User's sole cost and expense. In such event, Owner shall not be
liable to User for damage to the Facilities in the course of such removal, and User shall reimburse Owner for any damages to the
Site caused by such removal.
In the event Owner shall default in the performance of its covenants or agreements under this Agreement and such
default shall continue for thirty (30) days after Owner's receipt of written notice thereof or after the applicable cure period elsewhere
set forth in this Agreement, then User shall have the immediate right to termination this Agreement upon written notice to Owner.
14. Termination.
Following the Commencement Date and provided that no default exists at the time of issuance of User's written notice.
User may terminate this Agreement upon thirty (30) days prior written notice to Owner in the event that User, through no fault of
its own, is unable to obtain or maintain, any governmental licenses, permits and approvals required of User for its use of the
Premises. In addition to the foregoing, User may terminate this Agreement for any reason upon 90 days' prior written notice to
Owner in the event that User reasonably determines that the Site is unnecessary for economic or technical reasons.
15. RemovA ofgrtul rnerit.
Upon the expiration or termination of this Agreement, this Agreement and the Term shall terminate and all rights of User
hereunder shall expire and terminate (but not any obligations that expressly survive termination of this Agreement) and User shall
surrender the Premises to Owner and, within thirty (30) days after the expiration or termination of this Agreement, remove the
Facilities and restore the Premises to substantially the same condition existing prior to User commencing the installation of the
Facilities on the Premises, except for ordinary wear and tear, casualty, or acts of God. In the event the Facilities remain on the
Premises for more than thirty (30) days following the expiration or termination of this Agreement (even if it has been disconnected)
or if User does not completely surrender or restore the Premises, User shall pay Owner holdover fees equal to one hundred fifty
percent (150%) of the Use Fee in effect immediately prior to the expiration or termination of this Agreement, which holdover fees
shall accrue from the date of expiration or termination to the date User completes its obligations under this Section 15. If User fails
to complete its obligations under this Section 15 within one hundred twenty (120) days following the expiration or termination of
this Agreement, Owner shall have the right perform User's obligations hereunder. If Owner performs User's obligations under this
Section 15, Owner shall not be liable to User for damage to the Facilities in the course of such removal, and User shall reimburse
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
vertu.b) w " Owner's Site ID: US-CA-1606 I Pacific Corporate Towers 222
::�.:�,
" Users Site ID: I
Owner for any restoration costs or any damages to the Site caused by such removal. This Section 15 shall survive the expiration
or termination of this Agreement.
16. Premises Damn e.
In the event that the Premises is fully or partially destroyed or damaged by fire, lightning, windstorm, explosion, collapse,
vandalism, civil disturbance, aircraft or other vehicle damage or other casualty so as to be unfit for User's occupancy and Permitted
Use and the Prime Landlord determines, in Prime Landlord's sole discretion, that the Premises cannot be restored or rebuilt by
within 180 days or Prime Landlord determines, in Prime Landlord's sole discretion, that it shall not undertake restoring or rebuilding
the Premises, then either Owner or User may elect to terminate this Agreement by written notice to the other Party. User shall be
entitled to a pro rata refund of its prepaid Use Fee for such time as it is unable to conduct its normal operations as a result of such
total or partial destruction or damage or need of repair. Under no circumstances shall Owner or Prime Landlord be liable for any
financial loss due to business interruption caused by the aforementioned circumstances.
17. Eminent Domain.
If the Premises are acquired or condemned under the power of eminent domain whether by public authority, public utility,
or otherwise, then this Agreement shall terminate as of the date title shall have vested in public authority.
18. Insurance.
(a) User, at its own cost and expense, shall carry the following insurance during the Term of this Agreement: (i)
"All Risk" property insurance which insures User's Facilities for its full replacement cost; (ii) commercial general liability insurance
with a minimum limit of liability of $1,000,000 per occurrence and $2,000,000 general aggregate covering all operations by or on
behalf of User for personal injury and damage to property; (iii) workers' compensation insurance as mandated by state law where
the Building is located for all of User's employees and employer's liability insurance in amount not less than $1,000,000; and (iv)
an umbrella insurance policy providing coverage in excess of Users primary commercial general liability and employers liability
polices in an amount not less than $5,000,000. Vertical Bridge REIT, LLC, its parents, affiliates, subsidiaries, successors and/or
assigns, and the Prime Landlord, if applicable, shall be named as additional insureds under User's commercial general liability
insurance and umbrella insurance policy.
(b) User shall cause each contractor or subcontractor hired to perform work on the Site to maintain insurance
coverages and limits of liability of the same type and the same amount as required of User under this Section 18, adjusted to the
nature of the contractors or subcontractor's operations.
(c) Certificates of insurance, as evidence of the insurance required by this Agreement, shall be furnished by User
to Owner before any access to the Site or construction is commenced by User, its employees, agents, contractors or
subcontractors. The certificates of insurance shall provide that the broker will endeavor to give written notice of cancellation of the
above -required insurance policies or reduction in the limits required above to the certificate holder thirty (30) days prior to
cancellation.
19. JndAmnification.
(a) User agrees to indemnify, defend and hold Owner, the Prime Landlord, if applicable, their affiliates, and their
respective officers, directors, employees, managers, equity holders, agents, and lenders (collectively, the "Clwner Indemnified
Parties") harmless from and against injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
vertices brill ""' " Owners Site ID: US-CA-16061 Pacific Corporate Towers 222
Users Site ID: l
(including reasonable attorneys' fees and court costs) which may be imposed upon or incurred by or asserted against the Owner
Indemnified Parties and which arise from (i) any act or omission or omission by User or any of its employees, agents, contractors,
or subcontractors in, on or around the Site (together, "Agents") or (ii) User's breach of this Agreement, except to the extent caused
by the gross negligence or willful misconduct of Owner.
(b) Owner agrees to indemnify, defend and hold User, its affiliates, and their respective officers, directors,
employees, managers, equity holders, agents, and lenders (the "U er Indemnified Parties) harmless from and against any and
all injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys'
fees and court costs) which may be imposed upon or incurred by or asserted against the User Indemnified Parties and which arise
from Owner's negligence in, on or around the Site, except to the extent caused by the gross negligence or willful misconduct of
User or its Agents.
(c) Notwithstanding anything in this Agreement to the contrary, User and Owner hereby waive any claim that they
may have against the other Party with respect to any consequential, punitive, or special damages.
(d) This Section 19 shall survive the expiration or termination of this Agreement.
20. Assignment.
User shall not assign, mortgage or encumber this Agreement without the express written consent of Owner. User
acknowledges and agrees that it shall not have any rights to sublet or permit the Premises or any part thereof to be used by others.
Notwithstanding the foregoing, User may freely, without Owner's consent, assign its interest hereunder to any entity which directly
controls, is controlled by, or is under common control of User or an entity that obtains control of User during the term of this
Agreement. For the purposes of this Section 20, the term "control" means the ownership, direct or indirect, of sufficient voting
shares of an entity, or otherwise the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of an entity, or the power to veto major policy decisions of any such entity, whether through the ownership of voting
securities, by contract or otherwise. No such assignment or transfer shall release User or its assignee or transferee from any of
the obligations arising under this Agreement. A sale or other transfer of the direct or indirect ownership Interests in User shall be
deemed an assignment hereunder.
21. Waiver of Lien.
User hereby waives any and all lien rights User may have, statutory or otherwise, in and to the Site or any portion thereof,
regardless of whether or not same is deemed real or personal property under applicable laws.
22. Warranty of Title and Quiet Ian o meat.
Owner warrants that upon User paying the Use Fee and observing and performing all of the terms, covenants and
conditions on Users part to be observed and performed under this Agreement, User may peacefully and quietly enjoy the Premises.
23. Non -Recourse.
User agrees that regarding any claim against Owner, including any claim of default by Owner under this Agreement or
in any claim or cause of action arising under this Agreement or arising out of Owner and User's relationship created by this
Agreement, the sole and exclusive remedy of User will be against the interest of Owner in the Site and Owner will have no other
liability hereunder. User will not enforce any judgment against Owner except against the interest of Owner in the Site. In no event
will any member, manager, officer, agent or employee of Owner have any personal liability to User. User agrees that this provision
7
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
vertxalt)) . . ci(, Owner's Site ID: US-CA-16061 Pacific Corporate Towers 222
"" User's Site ID: I
will apply to any and all liabilities, claims, and causes of action whatsoever, including those based on any provision of this
Agreement, any implied covenant, or any statute or common law principle.
24. Estoppel Certificate.
User agrees that it will from time to time, within ten (10) days after receipt of written request by Owner, execute and
deliver to such persons as Owner shall request, a statement, in recordable form, certifying that the Agreement is unmodified and
in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates
to which fees and other charges payable under the Agreement have been paid, stating that to the best of User's knowledge (without
independent investigation) that Owner is not in default under the Agreement (or if User alleges a default, stating the nature of such
alleged default), and further stating such other matters as Owner may reasonably request regarding the status of this Agreement.
25. Subordination.
This Agreement is and shall be subordinate to the Prime Agreement, if applicable, all mortgages, deeds of trust and
similar security documents which may now or hereafter be secured upon the Site by Owner or the Prime Landlord, if applicable,
and to all renewals, modifications, consolidations and extensions thereof. This clause shall be self -operative and no further
instrument of subordination shall be required by any lessor, mortgagee or applicable security interest holder. Upon User's request,
Owner agrees to exercise commercially reasonably efforts to obtain from Owners mortgagee who may now or hereafter have an
interest in the Site a Subordination, Non -Disturbance and Attomment Agreement (an "SNDA") in a form acceptable to such
mortgagee. In the event Owner's mortgagee declines to enter into an SNDA, Owner shall be deemed to have satisfied its
obligations hereunder.
26. Mtechanics Liens.
Owner and User expressly acknowledge and agree that neither User nor any one claiming by, through or under User,
including without limitation contractors, sub -contractors, materialmen, mechanics and laborers, shall have any right to file or place
any mechanics' or matedalmen's liens of any kind whatsoever upon the Site or improvements thereon. All parties with whom User
may deal are hereby put on notice that User has no power to subject Owner's interest in the Site to any claim or lien of any kind or
character and any persons dealing with User must look solely to the credit of Userfor payment and not to Owner or Prime Landlord's
interest in the Site or otherwise. Owner shall have the right to post notices of non -responsibility on the Premises. User agrees to
allow such notices to remain posted on the Premises throughout the construction period and to notify Owner if such notices are
damaged or removed. However, if by reason of any alteration, repair, labor performed or materials furnished to the Site for or on
behalf of User any mechanic's or materialmen's lien shall be filed, claimed, perfected or otherwise established or as provided by
law against the Site, User shall discharge or remove the lien by bonding or otherwise, within thirty (30) days after User receives
notice from Owner of the filing of same.
27. Hazardous Substances.
(a) User covenants that (a) User shall at its own cost comply with all Environmental Laws with respect to its
operations on the Site; (b) User shall not Manage any Hazardous Materials on the Premises, nor conduct nor authorize the same,
including installation of any underground storage tanks, without prior written disclosure to and approval of Owner, in Owner's sole
discretion; (c) User shall not take any action that would subject the Site to permit requirements under Environmental Law for
storage, treatment or disposal of Hazardous Materials; (d) User shall not dispose of Hazardous Materials on the Premises; I User
shall not discharge Hazardous Materials into drains or sewers in violation of environmental laws; (f) User shall not suffer, cause or
allow the Release of any Hazardous Materials on, to or from the Premises in violation of environmental law or in quantities requiring
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA Agreement No. 7445
Vet ki ."". Owner's Site ID: US-CA-16061 Pacific Corporate Towers 222
1" T� ... Users Site ID: I
a permit; and (g) User shall at its own cost arrange for the lawful transportation and off -site disposal of all Hazardous Materials that
it generates.
(b) 'Environmental Law'" shall mean and include all federal, state and local statutes, ordinances, regulations and
rules relating to environmental quality, health, safety, contamination and clean-up. "htazardous Materiar' shall mean petroleum or
any petroleum product, asbestos, any substance known by the state in which the Site is located to cause cancer and/or reproductive
toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic or dangerous under Environmental Law.
"Manage" means to generate, manufacture, process, treat, store, use, re -use, refine, recycle, reclaim, blend or burn for energy
recovery, incinerate, accumulate speculatively, transport, transfer, dispose of or abandon Hazardous Materials. "Release" shall
mean any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
presence, dumping, migration from adjacent property or disposing of Hazardous Materials into the environment, as "environment"
is defined under Environmental Law.
28. Labeling.
User shall identify its Facilities, including any equipment cabinet, with labels permanently affixed thereto, indicating User's
name, contact phone number, and installation date. User shall also label its coaxial cables. If User fails to so identify its Facilities,
Owner may label User's Facilities and assess against User a fee of $2,000.00 (or Owner's then current fee for same), which shall
be immediately due and payable by User upon receipt of invoice from Owner,
29. Notices.
Except as otherwise expressly provided herein, all notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when received if delivered by certified mail, postage
prepaid, return receipt requested, or sent by receipted overnight delivery service to the following addresses:
As to Owner: Vertical Bridge Real Estate II, LLC
750 Park of Commerce Boulevard, Suite 200
Boca Raton, FL 33487
Attention: Lease Administration
Ref: US-CA-1606
With a mandatory copy to: Vertical Bridge Real Estate II, LLC
750 Park of Commerce Boulevard, Suite 200
Boca Raton, FL 33487
Attention: Lease Administration
Attention: General Counsel
Ref: US-CA-1606
As to User: City of El Segundo Police
348 Main Street
El Segundo, CA 90245
Attention: Chief of Police
0
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-BC62E8E36DEA
Agreement No. 7445
vertical brklp: �
C
30. Miscellaneous.
Owner's Site ID: US-CA-16061 Pacific Corporate Towers 222
User's Site ID: I
(a) Entire A reemeni` Amendments. This Agreement and any other documents referred to herein or delivered
pursuant hereto, which form a part hereof, contains the entire understanding of the Parties with respect to its subject matter. There
are no restrictions, agreements, promises, warranties, covenants or undertaking other than expressly set forth herein, This
Agreement supersedes all prior agreements and understandings between the Parties. No modification of this Agreement shall be
effective unless contained in writing signed by the authorized representative of both Parties.
(b) Severability. It is the intention of the Parties that if any provision of this Agreement is capable of two
constructions, one of which would render the provision valid, then the provision shall have the meaning which renders it valid. If
any term or provision, or any portion thereof, of this Agreement, or the application thereof to any person or circumstances shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each other term
and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
(c) Succeessor eflcf Assigns. This Agreement shall inure to the benefit of and be binding upon Owner, its successors
and assigns, and shall be binding upon User, its permitted successors and assigns, and shall inure to the benefit of User and only
such assigns of User as are permitted herein. Except as expressly provided otherwise, nothing contained in this Agreement shall
be construed so as to confer upon any person's rights of a third party beneficiary.
(d) Remedies Cumuiati e. The remedies provided herein shall be cumulative and shall not preclude the assertion
by any Party of any other rights or the seeking of and other remedies against the other Party.
(e) No Waiver. Should Owner permit a continuing default of User in User's performance of the terms of this
Agreement, the obligations of User hereunder shall continue and such permissive default shall not be construed as a renewal of
the term hereof nor as a waiver of any of the rights of Owner or obligations of User hereunder.
(f) Applicable Law. This Agreement shall be governed by the laws of the State where the Building is located
without regard to the principles of conflict of laws thereunder.
(g) Waiver of Jury Trial. The Parties hereby irrevocably and unconditionally waive trial by jury in any legal action
or proceeding relating in any way to this Agreement, including any counterclaim shade in such action or proceeding, and agree that
any such action or proceeding shall be decided solely by a judge. Each Party hereby acknowledges that it has been represented
by counsel in the negotiation, execution and delivery of this Agreement and that its lawyers have fully explained the meaning of
this Agreement, including in particular the jury -trial waiver.
(h) Attorneys' Fees. In the event of any dispute between the Parties, the prevailing party shall be reimbursed for
its reasonable attorneys' fees and other costs incurred in enforcing its rights or exercising its remedies under this Agreement. Such
right of reimbursement shall be in addition to any other right or remedy that the prevailing Party may have under this Agreement.
(i) Oounfe arts° faxed i n Lure a e. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any faxed signature
page hereof shall be considered an original signature page and be effective for all purposes to evidence such party's execution
hereof.
(j}QL4Mr and User Entily. Owner and User hereby covenant and warrant that: (i) each is a duly constituted
organization (corporation, limited partnership, limited liability company, partnership non-profit corporation, etc.) qualified to do
10
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
very 1)r.d
Owners Site ID: US-CA-16061 Pacific Corporate Towers 222
Users Site ID: I
business in the state in which the Building is located; (ii) all corporate franchise or other entity -related taxes have been paid to
date; (iii) all future forms, reports, fees and other documents necessary to comply with applicable laws will be filed by Owner or
User, as applicable and when due; (iv) and such person signing on behalf of Owner or User is duly authorized by the governing
body of such corporation to execute and deliver this Lease on behalf of the corporation.
(k) R6 resentations andAarrantiea. Owner and User each represent and warrant to the other that it is legally
qualified, empowered and able to enter into this Agreement, and that the execution, delivery and performance hereof shall not
constitute a breach or violation of any agreement, contract or other obligation or any kind to which the party is subject or by which
it is bound.
[Remainder of Page Intentionally Left Blank]
11
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
Ver"1/ Owner's Site ID: US-CA-16061 Pacific Corporate Towers 222
I �q 1`4 Users Site ID: 1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
OWNER:
Vertical Bridge Real Estate II, LLC
a Delaware limited liability company
�7va. 5 d�nd bw.
By: ��
Name:
Title:
President and Chief Executive Officer
gq/
Brian Root Blair Crawford
�o
Approwed
USER:
City of El Segundo
a municipal corporation
"�.."
Nam
..-
43,
TO FORM:
W�ATTORNILE` .
1� U�'D
City Clerk
Cif of El Segundo
M i ail311,A-�toll
t� N/Y vlrotOr ✓`
ISM I )40 n a�-
12
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
vertical ki:,Id b
Interior Space
(2) Tait Repeaters (E) ,Segundo PD, FD)
(2) PTP 800 Microwave (Hawthome, SB Hospital)
(1) Battery Back up system
Rooftop Space
(2) Station master UHF omni antenna
(2) 3° Microwave Dish
EXHIBIT A
Equipment List
13
Owner's Site ID: US-CA-16061 Pacific Corporate Towers 222
User's Site ID: /
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
Exhibit A
Equipment:
(2) Tait Repeaters
(2) PTP 800 Microwave
(1) Battery Back up system
Docusign Envelope ID: B35754E7-4C144BF8-9826-8C62E8E36DEA
Agreement No. 7445
Exhibit A
On the Roof:
(2) Station master UHF omni antenna
(2) 3" Microwave Dish
Docusign Envelope ID: B35754E7-4C14-4BF8-9826-8C62E8E36DEA
Agreement No. 7445
.
�: `,r
vertu �:waii.. u__
Owners Site ID: US-CA-16061 Pacific Corporate Towers 222
Users Site ID: I
EXHIBIT B
Irme Agreement
Site Lease Agreement dated February 20, 2019
14