CONTRACT 4017 Leasing Agreement40f .
Wifeless Communications Facility Permit 400 Lomita Street, El Segundo, CA
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless September 30, 2009
LEASE AGREEMENT
THIS LEASE AGREEMENT ( "Agreement "), dated as of the date below, is entered into by the
City of El Segundo, a government agency, with a Tax ID# of 95- 6000706, having its principal office at
350 Main Street, El Segundo, California ( "Landlord ") and Los Angeles SMSA Limited Partnership, a
California limited partnership, d/b /a Verizon Wireless, by AirTouch Cellular, its general partner, with its
principal offices at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920
(telephone number 866 - 862 -4404) ( "Tenant ").
BACKGROUND
Landlord owns that certain plot, parcel or tract of land, together with all the rights and privileges
arising in connection therewith, located at 400 Lomita Street, El Segundo, Los Angeles County, State of
California as further described on the Legal Description of the property attached as Exhibit "A," and
incorporated herein by reference (collectively "Property "). Tenant desires to use a portion of the
Property in connection with its federally licensed communications business.
The parties agree as follows:
1. LEASE OF PREMISES. Landlord leases to Tenant a portion of the Property consisting of (a) a
parcel of land for Tenant's equipment containing approximately two hundred fifty -two (252) square feet
and measuring approximately twelve (12) feet by twenty one (21) feet ( "Land Space "), and (b) such
easements as are necessary for the installation, operation and maintenance of Tenant's antennas and
initial installation as described on the site drawings attached hereto as Exhibit "B," which is
incorporated herein by reference (collectively, "Premises ").
2. PERMITTED USE. Tenant may use the Premises for the transmission and reception of
communication signals and the installation, maintenance, operation, repair and replacement of its
communication fixtures and related equipment, cables, accessories and improvements (collectively the
"Communications Facility ") and any other items necessary to the successful and secure operation of the
Communications Facility, as substantially described in Exhibit "B "; such use includes the right to test
and check title on the Property. Landlord's execution of this Agreement signifies Landlord's approval
of Exhibit "B." Tenant has the right to make Property improvements, alterations or additions
( "Tenant's Changes ") consistent with the building and facility specifications attached hereto as Exhibit
"B," and incorporated herein by reference. Before the initial installation of Tenant's Changes, Tenant
will supply Landlord with plans and specifications consistent with Exhibits `B" ( "Plans ") to be
reviewed and approved by Landlord before Tenant makes Tenant's Changes. Landlord's approval will
not be unreasonably withheld, conditioned or delayed. After approval, the Plans will be considered
incorporated in this Agreement as Exhibit "D." If Landlord disapproves of the Plans upon a second
(2nd) submission, Tenant may terminate this Agreement. However, Landlord and Tenant agree to use
good -faith efforts to arrive at mutually acceptable Tenant's Changes. Tenant agrees to comply with all
applicable governmental laws, rules, statutes and regulations, relating to its use of the Communications
Facility on the Property. Tenant shall not materially alter the exterior physical appearance of the
Communications Facility without Landlord's prior written consent, which may be withheld in
Landlord's sole reasonable discretion. Notwithstanding the foregoing, Tenant has the right to repair the
Communications Facility and make like -kind equipment replacements and modifications and Tenant
shall have the right to make such repairs, replacements and modifications provided that Tenant complies
with the access provision, including any notice and approval requirements, set forth in Section 11 below.
9964439.1
4p.17
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Wireless Communications Facility Permit 400 Lomita Street, El Segundo, CA
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless September 30, 2009
3. TERM. (a) The initial lease term will be five (5) years ( "Initial Term "), commencing
upon the Commencement Date, as defined below. The Initial Term will terminate on the last day of the
month in which the fifth annual anniversary of the Commencement Date occurred.
(b) This Agreement will automatically renew for three (3) additional five (5) year
term (each, an "Extension Term "), upon the same terms and conditions unless Tenant notifies Landlord
in writing of Tenant's intention not to renew this Agreement at least ninety (90) days before the
expiration of then existing term.
(c) If Tenant remains in possession of the Premises after the termination or
expiration of this Agreement, then Tenant is deemed to be occupying the Premises on a month to month
basis ( "Holdover Term "), subject to the terms and conditions of this Agreement.
(d) The Initial Term, Extension Term(s), and the Holdover Term are collectively
referred to as the "Term."
4. RENT. (a) Commencing on the first day of the month during which Tenant commences
construction of its Communications Facility at the Premises ( "Commencement Date "), Tenant will pay
Landlord an annual rent in the amount of Nineteen Thousand Eight Hundred and 00 /100 Dollars
($19,800.00) to be paid in equal monthly installments of One Thousand Six Hundred Fifty and 00 /100
Dollars ($1,650), plus any applicable tax assessed directly on Tenant's Communications Facility, at the
address set forth above, on or before the fifth (5th) day of each calendar month in advance. Landlord
and Tenant agree that they shall acknowledge in writing the Commencement Date. Landlord and Tenant
acknowledge and agree that initial rental payment(s) shall not actually be sent by Tenant until thirty (30)
days after said written acknowledgement confirming the Commencement Date. By way of illustration
of the preceding sentence, if the Commencement Date is January 1 and the written acknowledgement
confirming the Commencement Date is dated January 14, Tenant shall send to the Landlord the rental
payments for January 1 and February 1 by February 13.
(b) Beginning with year two (2) of the Initial Term, and each year thereafter
throughout the Term of this Agreement, including throughout any Extension Term or Holdover Term,
the annual rent will be increased by an amount equal to three percent (3 %) over the previous year's rent.
5. APPROVALS. (a) Landlord agrees that Tenant's ability to use the Premises is contingent upon
its suitability for Tenant's intended use and Tenant's ability to obtain all governmental licenses, permits,
approvals or other relief required of or deemed necessary by Tenant for its use of the Premises,
including without limitation applications for zoning variances, zoning ordinances, amendments, special
use permits, and construction permits (collectively referred to as, "Governmental Approvals ").
Landlord authorizes Tenant to prepare, execute and file all required applications to obtain Governmental
Approvals for Tenant's use under this Agreement and agrees to reasonably cooperate with Tenant with
such applications.
(b) Tenant has the right, at its sole expense, to obtain a title report or commitment
for a leasehold title policy from a title insurance company of its. Tenant has thirty (30) days from the
effective date of this Agreement to either accept or reject matters of record title. If Tenant rejects any
matters of record title, Tenant must notify Landlord per Section 17 and Landlord can use its sole
discretion to correct any such matters within ninety (90) days after receipt of such notice. In the event
that Landlord does not correct any record title matters objected to by Tenant, Tenant may either
terminate this Agreement, or accept such matter or record title.
(c) Tenant may also obtain, at Tenant's sole cost and expense engineering or
environmental tests or reports ( "Tests ") relating to the feasibility of locating the Facility on the Premises
with the prior written consent of Landlord.
9964439.1
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Wireless Communications Facility Permit 400 Lomita Street, El Segundo, CA
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless September 30, 2009
6. TERMINATION. This Agreement may be terminated as follows:
(a) by either party on thirty (30) days prior written notice, if the other party
remains in default under Section 15 of this Agreement after the applicable cure periods;
(b) by Tenant upon written notice, if Tenant is unable to obtain, or maintain, any
required approval(s) or the issuance of a license or permit by any agency, board, court or other
governmental authority necessary for the construction or operation of the Communications Facility as
now and hereafter intended by Tenant or if Tenant determines in its sole discretion that the cost of
obtaining or retaining the same is commercially unreasonable; or for any other reason identified in this
Agreement.
(c) by Tenant on ninety (90) days written notice for any reason.
7. INTERFERENCE. (a) Tenant acknowledges there are existing radio frequency user(s) on the
Property; Landlord will provide Tenant with a list of all existing radio frequency user(s) and their
frequencies on the Property to allow Tenant to evaluate the potential for interference between the
Communications Facility and the existing frequency users. Tenant will conduct testing before activation
of the Communications Facility to ensure that the operation of its Communications Facility does not
interfere with existing radio frequency users.
(b) Landlord will not grant, after the date of this Agreement, a lease, license or
any other right to a third party, save other existing and prospective tenants, for use of the Property, if
such use materially interferes with the operations of Tenant's Communications Facility, unless such
interference is the result of operations that are intended to be a part of, or enhance, Landlord's police and
fire communications equipment and existing or prospective uses on the Property.
(c) Landlord will not use, nor will Landlord permit its employees, tenants,
licensees, invitees or agents to use, any portion of the Premises that in any way interferes with the
operations of Tenant or the rights of Tenant under this Agreement except as necessary to carry out
emergency operations of Landlord or as otherwise permitted under this Agreement. Landlord will with
reasonable due diligence cause unauthorized interference to cease upon not more than twenty -four (24)
hour written notice thereof from Tenant.
(d) It is understood that Landlord operates a police and fire emergency
communication system and that the operation of such is paramount over any operation of Tenant's
Communications Facility hereunder. It is further understood that Landlord may alter its current police
and fire communication system in the future. Accordingly, the installation, maintenance and operation
of the Communications Facility cannot interfere with Landlord's existing or future communications
equipment, operations, or transmissions on or from the Property. In the event Tenant's installation,
maintenance or operation of its Communications Facility interferes with Landlord's existing or future
communications equipment, operations, or transmissions, Tenant will immediately cease such
interference (except for intermittent testing), after verbal or written notice thereof until is able to resolve
the interference problem. In connection therewith, Landlord is entitled to specific enforcement in order
to cause such interference to cease and desist without allowing Tenant an opportunity to cure such
interference as provided in Section 15 hereof. If the interference cannot be resolved within a reasonable
period of time under the circumstances, either party shall be entitled to terminate this Agreement upon
providing not less than thirty (30) days written notice to the other party. Verbal notice to Tenant under
this Paragraph shall be given to Tenant's Network Operations Center at (800) 264 -6620.
8. INDEMNIFICATION. (a) Tenant agrees to indemnify, defend and hold Landlord harmless
from and against any injury, loss, damage or liability (or any claims in respect of the foregoing), costs or
expenses (including reasonable attorney's fees and court costs) arising directly from the installation, use,
9964439.1
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Wireless Communications Facility ermit a `•J
Y 400 Lomita Street, El Segundo, CA
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless September 30, 2009
maintenance, repair or removal of the Communications Facility or its breach of any provision of this
Agreement, except to the extent caused by the negligent acts or omissions of Landlord, its employees,
agents or independent contractors.
(b) Landlord agrees to indemnify, defend and hold Tenant 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) arising directly from the actions or
failure to act of Landlord or its employees or agents, or the breach of any provisions of this Agreement,
except to the extent attributable to the negligent or intentional acts or omissions of Tenant, its
employees, agents or independent contractors.
9. WARRANTIES. Tenant and Landlord each acknowledge and represent that it is duly
organized, validly existing and in good standing and has the right, power and authority to enter into this
Agreement and bind itself hereto through the party set forth as signatory for the party below. Landlord
represents and warrants that: (i) to the best of its knowledge, Landlord solely owns the Property as a
legal lot in fee simple, or controls the Property by lease or license, unencumbered by any items,
restrictions, mortgages, covenants, conditions, easements, leases, agreements of record or not of record,
which would adversely affect Tenant's use and enjoyment and possession of the Premises under this
Agreement; (ii) as long as Tenant is not in default Landlord grants to Tenant sole, actual, quiet and
peaceful use, enjoyment and possession of the Premises; (iii) to the best of Landlord's knowledge, its
execution and performance of this Agreement will not violate any laws, ordinances, covenants or the
provisions of any mortgage, lease, or other agreement binding on Landlord; and (iv) if the Property is or
becomes encumbered by a deed to secure debt, mortgage, or other security interest, Landlord will use its
best efforts to notify Tenant of such and give Tenant the opportunity to secure a Subordination, Non -
Disturbance and Attornment Agreement. However, Tenant takes possession of the Premises subject to
those matters that are of record title or that Tenant could discover through reasonable due diligence
under the circumstances or that it has actual notice of
10. ENVIRONMENTAL. (a) Landlord and Tenant agree that each will be responsible for
compliance with any and all environmental and industrial hygiene laws, including any regulations,
guidelines, standards, or policies of any governmental authorities regulating or imposing standards of
liability or standards of conduct with regard to any environmental or industrial hygiene condition or
matters as may now or at any time hereafter be in effect, that are now or were related to that party's
activity conducted in, or on the Property.
(b) Landlord and Tenant agree to hold harmless and indemnify the other from -
and to assume all duties, responsibilities, and liabilities at its sole cost and expense - for all duties,
responsibilities and liability (for payment of penalties, sanctions, forfeitures, losses costs, or damages)
and for responding to any action, notice, claim, order, summons, citation, directive, litigation,
investigation or proceeding which is related to (i) the failure to comply with any applicable
environmental or industrial hygiene law, including without limitation any regulations, guidelines,
standards or policies of any governmental entity with the authority to regulate or impose standards of
liability or standards of conduct with regard to any environmental or industrial hygiene conditions or
matters as may now or hereafter be in effect, or (ii) any environmental or industrial hygiene conditions
that arise out of or are in any way related to the condition of the Property or activities conducted by the
party using the Property to the extent such environmental conditions are caused by that party.
(c) The indemnifications of this Section specifically include reasonable costs,
expenses and fees incurred in connection with any investigation of Property conditions or any clean -up,
remedial, removal or restoration work required by any governmental authority. The provisions of this
9964439.1
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Wireless Communications Facility Permit 400 Lomita Street, El Segundo, CA
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless September 30, 2009
Section will survive the expiration or termination of this Agreement and/or any transfer or assignment of
the rights and obligations under this Agreement.
11. ACCESS. At the following times throughout the term of this Agreement, and at no additional
charge to Tenant, Tenant and its employees, agents, contractors, and subcontractors, will have regular
access to the Property between 7:00 a.m. and 4:00 p.m. with the written or verbal approval of Landlord
not to be unreasonably withheld or delayed, Monday through Thursday from the nearest public right -of-
way, Lomita Street, for the installation, maintenance and operation of the Communications Facility and
any utilities serving the Property. Tenant must provide two (2) hours prior notice to Landlord when
accessing the Property, except in the case of an emergency, in which event Tenant must provide as much
notice as possible to the Watch Commander of Landlord's Police Department of its intent to enter the
Property. Landlord may in its reasonable determination deny such access if such will materially
interfere with Landlord's operations.
12. REMOVAL. All portions of the Communications Facility brought onto the Property by Tenant
will be and remain Tenant's personal property and, at Tenant's option, may be removed by Tenant at
any time during the Term. Landlord covenants and agrees that no part of the Communications Facility
constructed, erected or placed on the Premises will become, or be considered as being affixed to or a
part of, the Property, it being the specific intention of Landlord that all improvements of every kind and
nature constructed, erected or placed by Tenant on the Premises will be and remain the property of
Tenant and may be removed by Tenant at any time during the Term. Within one hundred twenty (120)
days of the termination of this Agreement for whatever reason, Tenant will remove all such
improvements and return the Premises to Landlord in the same condition as the Premises were in on the
Commencement Date, reasonable wear and tear excepted.
13. RELOCATION. Upon request by Landlord, from time to time, Tenant will make minor
relocations of its Communication Facilities equipment so long as such relocations do not interfere with
Tenant's operation of its Communications Facility. Landlord may require Tenant, at Tenant's sole
expense, to make a major relocation of its Communication Facilities once during each five (5) year term
of this Agreement. Landlord will give Tenant six (6) months written notice of its request to relocate the
Communications Facility to a reasonable location on property owned by Landlord or on other property
approved for uses consistent with the Communications Facility. If needed to minimize interruptions to
Tenant's service, Landlord will allow Tenant to place a temporary cell site and antenna structure on the
Property during said major relocation. Upon relocation of the Communications Facility, or any part
thereof, all references to the site in this Agreement will be deemed to be references to the relocation site.
Upon the permanent relocation, the parties will execute an amendment to this Agreement which
redefines the Property, Premises, and the Communications Facility and which deletes the existing
Exhibits A, B and D and replaces them with revised Exhibits. Except as expressly provided in this
Section, Landlord and Tenant agree that in no event will the relocation of the Communications Facility
of Tenant, or any part thereof, except as provided in this Section 13, affect, alter, modify or otherwise
change any of the terms and conditions of this Agreement.
14. EMERGENCY GENERATOR; MAINTENANCE; UTILITIES. (a) As part of Tenant's
operation system, Tenant has the option to connect to and utilize its own Emergency Generator System
( "Emergency Generator "). Tenant uses this equipment to have sufficient power to fully operate the
Communications Facility equipment in the event of a power outage at the site. The Emergency
Generator shall have dimensions not to exceed 5' long x 8' wide x C high. Tenant warrants that it will
maintain the Emergency Generator at no additional cost to Landlord.
9964439.1
40"17.
Wireless Communications Facility Permit 400 Lomita Street, El Segundo, CA
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless September 30, 2009
(b) Tenant will keep and maintain the Premises in good condition, reasonable
wear and tear and damage from the elements excepted. Tenant must, at Tenant's expense, commence
repairs within two (2) days after written notice from Landlord, unless the nature of the repairs is such
that it reasonably requires more than two (2) days to commence repairs. If such repairs are not
commenced within the aforementioned cure period, Landlord may perform such repairs and bill Tenant
for all reasonable costs. Tenant's obligation to maintain and repair the Premises does not include any
portion of the site that Landlord or any other tenant of the Property is obligated to maintain and repair.
Landlord will maintain and repair access to the Premises in good and tenantable condition, subject to
reasonable wear and tear and damage from the elements.
(c) Tenant will be solely responsible for and promptly pay all utilities charges for
electricity, telephone service or any other utility used or consumed by Tenant on the Premises. Landlord
will fully cooperate with any utility company requesting an easement over, under and across the
Property in order for the utility company to provide service to Tenant. In the event Tenant cannot secure
its own metered electrical supply, Tenant must, at its own cost and expense, install a sub -meter to
Landlords' meter. Tenant will pay on a monthly basis the current local utility company rate for sub -
metered electric, after the meter is read by Landlord and billed to Tenant. Landlord will not be
responsible for interference with, interruption of or failure, beyond the reasonable control of Landlord,
of Emergency Generator power or other such services to be supplied directly or indirectly by Landlord.
15. DEFAULT AND RIGHT TO CURE. (a) Tenant will be in default and breach of this
Agreement if Tenant fails to perform any term or condition under this Agreement within forty -five (45)
days after receipt of written notice from Landlord that specifies a specific failure by Tenant under this
Agreement. No such failure, however, will be deemed to exist if Tenant has commenced to cure such
default within such period and provided that such efforts are prosecuted to completion with reasonable
diligence. Delay in curing a default will be excused if such is due to causes beyond the reasonable
control of Tenant. If Tenant remains in default beyond any applicable cure period, Landlord will have
the right to exercise any and all rights and remedies available to it under law and equity.
(b) Landlord will be deemed to be in default and breach of this Agreement if
Landlord fails to perform any term or condition under this Agreement within forty -five (45) days after
receipt of written notice from Tenant that specifies a failure by Landlord under this Agreement. No such
failure, however, will be deemed to exist if Landlord has commenced to cure the default within such
period and provided that such efforts are prosecuted to completion with reasonable diligence. Delay in
curing a default will be excused if it is due to causes beyond the reasonable control of Landlord. If
Landlord remains in default beyond any applicable cure period, Tenant's sole remedy is to terminate this
Agreement.
16. ASSIGNMENT /SUBLEASE. Tenant may assign, sell or transfer its interest under this
Agreement without the approval or consent of Landlord, to Tenant's principal, affiliates, subsidiaries,
subsidiaries of its principal or to any entity which acquires all or substantially all of Tenant's assets in
the market defined by the Federal Communications Commission in which the Property is located by
reason of a merger, acquisition, or other business reorganization. Upon notification to Landlord of such
assignment, transfer or sale, Tenant will be relieved of all future performance, liabilities and obligations
under this Agreement. Tenant may not otherwise assign this Agreement without Landlord's consent.
17. NOTICES. All notices (each, a "Notice ") hereunder will be given by first class certified or
registered mail, return receipt requested, or by a recognized overnight courier, postage, prepaid, to be
effective when properly sent and received, refused or returned undelivered. Notice will be addressed to
the parties at the addresses set forth below:
9964439.1
Wireless Communications Facility Permit
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless
Tenant:
Los Angeles SMSA Limited Partnership
d/b /a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Site Name: Posa Park / Water Yard
Landlord:
Jack Wayt, City Manager
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attn.: City Clerk
310 -524 -2300
El Segundo Police Department Watch Commander: 310 -524 -2200
400 Lomita Street, El Segundo, CA
September 30, 2009
18. SEVERABILITY. If any term or condition of this Agreement is found to be unenforceable, the
remaining terms and conditions will remain binding upon the parties as though said unenforceable
provision were not contained herein. However, if the invalid, illegal or unenforceable provision
materially affects this Agreement then either party on ten (10) days prior written notice to the other party
hereto may terminate this Agreement.
19. CONDEMNATION. In the event Landlord receives notification of any condemnation
proceeding affecting the Property, Landlord will provide notice to Tenant within forty -eight (48) hours.
If a condemning authority takes all of the Property, or a portion sufficient, in Tenant's sole
determination, to render the Premises unsuitable for Tenant, this Agreement will terminate as of the date
the title vests in the condemning authority. The parties will be entitled to share in the condemnation
proceeds in proportion to the values of their respective interests in the Property, which for Tenant will
include, where applicable, the value of its Communications Facility, moving expenses, prepaid rent, and
business dislocation expenses. Tenant will be entitled to reimbursement for any prepaid rent.
20. CASUALTY. Landlord will provide notice to Tenant of any casualty affecting the Property
within forty -eight (48) hours of the casualty. If any part of the Communications Facility or Property is
damaged by fire or other casualty so as to render the Premises unsuitable, in Tenant's sole
determination, then Tenant may terminate this Agreement by providing written notice to Landlord,
which termination will be effective as of the date of such damage or destruction. Upon such
termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account
thereof and to be reimbursed, for any prepaid rent.
21. WAIVER OF LANDLORD'S LIENS. Landlord hereby waives any and all lien rights it may
have, statutory or otherwise, concerning the Communications Facility or any portion thereof. The
Communications Facility shall be deemed personal property for purposes of this Agreement, regardless
of whether any portion is deemed real or personal property under applicable law, and Landlord hereby
consents to Tenant's right to remove all or any portion of the Communications Facility from time to
time in Tenant's sole discretion and without Landlord's consent.
9964439.1
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Wireless Communications Facility Permit 400 Lomita Street, El Segundo, CA
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless September 30, 2009
22. POSSESSORY INTEREST TAXES. Landlord informs Tenant pursuant to Revenue and
Taxation Code § 107.6 that its property interest in the Property may be subject to property taxation if
created and that Tenant may be subject to the payment of property taxes levied on its interest. Tenant
may not deduct such amount from payments to Landlord.
23. MISCELLANEOUS. (a) Amendment; Waiver. This Agreement cannot be amended, modified
or revised unless done in writing and signed by an authorized agent of Landlord and an authorized agent
of Tenant. The failure of either party to insist upon strict performance of any of the terms or conditions
of this Agreement or to exercise any of its rights under this Agreement shall not waive such rights and
such party shall have the right to enforce such rights at any time and take such action as may be lawful
and authorized under this Agreement, in law or in equity. No provision may be waived except in a
writing signed by both parties.
(b) Short Form Lease. Either party will, at any time upon fifteen (15) day's
prior written notice from the other, execute, acknowledge and deliver to the other a recordable
Memorandum of Lease. Either party may record this memorandum at any time, in its absolute
discretion.
(c) Bind and Benefit. The terms and conditions contained in this Agreement
will run with the Property and inure to the benefit of the parties, their respective heirs, executors,
administrators, successors and assigns.
(d) Entire Agreement. This Agreement and the exhibits attached hereto, all
being a part thereof, constitute the entire agreement of the parties hereto and will supersede all prior
offers, negotiations, and agreements.
(e) Governing Law. This Agreement will be governed by the laws of
California, without regard to conflicts of law. Exclusive venue for any action arising from this
Agreement is Los Angeles County.
(f) Interpretation. Unless otherwise specified, the following rules of
construction and interpretation shall apply: (i) captions are for convenience and reference only and in no
way define or limit the construction of the terms and conditions hereof; (ii) use of the term "including"
will be interpreted to mean "including but not limited to "; (iii) whenever a party's consent is required
under this Agreement, except as otherwise stated in this Agreement or as same may duplicate, such
consent will not be unreasonably withheld, conditioned or delayed; (iv) Exhibits are an integral part of
this Agreement and are incorporated herein by reference into this Agreement; (v) use of the terms
"termination" or "expiration" are interchangeable, and (vi) reference to a default will take into
consideration any applicable notice, grace and cure periods.
(g) Estoppel. Either party will, at any time upon thirty (30) days prior written
notice from the other, execute, acknowledge and deliver to the other a statement in writing (i)
certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying this Agreement, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that
there are not, to such party's knowledge, any uncured defaults on the part of the other party hereunder,
or specifying such defaults if any are claimed. Any prospective purchaser or encumbrancer of the
Premises may conclusively rely upon any such statement. Failure to deliver such a statement within
such time will be conclusive upon the requesting party that (i) this Agreement is in full force and effect,
without modification except as may be properly represented by the requesting party, (ii) there are no
uncured defaults in either party's performance, and (iii) no more than one month's rent has been paid in
advance.
9964439.1
407.,;.
Wireless Communications Facility Permit 400 Lomita Street, El Segundo, CA
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless September 30, 2009
(h) No Option. The submission of this Agreement for examination or
consideration does not constitute a reservation of or option for leasing the Premises. This Agreement
will become effective as an agreement only upon the legal execution, acknowledgement and delivery
hereof by Landlord and Tenant.
(i) Survival of Terms. Sections 8, 9, 10, 12 and 230) hereof will survive the
termination of this Agreement.
0) Insurance. Tenant must maintain at all times during the Term of this
Agreement maintain a broad form commercial general liability policy and property insurance each with
a minimum of $2,000,000 coverage per occurrence in a form reasonably acceptable to Landlord.
Landlord must be included as an additional insured on such liability policy and be provided with a
certificate of insurance evidencing such coverage.
(k) Tenant Contact Information. Should Landlord desire to contact Tenant for
questions regarding lease administration or Tenant's operations, Tenant can be reached at the telephone
numbers provided on the Tenant Contact Information Form attached hereto as Exhibit "E" and made a
part hereof. Tenant agrees to update the information contained in the Tenant Contact Information Form
on no less than an annual basis. Notwithstanding the foregoing, Notice must be given in accordance
with Section 17 above. The parties acknowledge and agree that the information provided by Tenant in
the Tenant Contact Information Form is being provided to Landlord for general information purposes
only.
[Signatures on following page]
9964439.1
Wireless Communications Facility Permit
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless
4 U I
400 Lomita Street, El Segundo, °U
September 30, 2009
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed this ( 74k day of
DE' C, , 2009.
"LANDLORD ":
City of El Segundo, a general law city
By:
Jack yt, Cityger
Date:
Approved as to. Form:
Mark D. Hensley, City Attorne`
>'7
�G
v / r
By:
In \
perk
of El Segundo
9964439.1
"TENANT ":
Los Angeles SMSA Limited Partnership,
a California limited partnership,
d/b /a Verizon Wireless
By: AirTouch Cellular,
Its: General Partner---
Walter L. Jo T�en Jr.
Area Vice P id
Date: % ► to
Wireless Communications Facility Permit
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless
Exhibit A
Legal Description of Property
PARCEL A;
40 � 7
400 Lomita Street, El Segundo, CA a
September 30, 2009
LOTS 6 THRU 13 IN BLOCK 67 OF EL SEGUNDA, IN THE CITY OF EL SEGUNDA, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 22 PAGES 54 AND 55 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY,
EXCEPT THEREFROM THE NORTH 10 OF LOT 6 CONVEYED TO WILLIAM LAME RECORDED SEPTEMBER 12,
1947 INSTRUMENT NO, 2050
PARCEL Bt
LOTS 1 THRU 13 IN BLOCK THIRTY -FOUR (34) OF EL SEGUNDA, SHEET NO. 7, IN THE CrTy OF EL
SEGUNDA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 22, PAGES
54 AND 55 OF MARS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY,
AND THAT PORTION OF HOLLY AVENUE VACATED ON AUGUST 17, 1949 BY ORDINANCE NO. 358 LYING
BETWEEN THE NORTHERLY PROLONGATIONS OF THE WEST LINE OF LOT 1, BLOCK 34 AND THE EAST LINE
OF LOT 13,
BLOCK 34, ALSO THE HE 14 -FOOT WIDE ALLEY RUNNING NORTH -SOUTH BOUNDED ON THE NORTH BY A LINE
LYING 35' NORTH OF THE EASTERLY PROLONGATION OF THE SOUTH LINE OF LOT 6, BLOCK 67
APN. 4135- 023 -900
9964439.1
Wireless Communications Facility Permit
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless
Exhibit B
Site Plan of Premises
Refer to the following pages
9964439.1
40 .
400 Lomita Street, El Segundo, CA
September 30, 2009
40 1
4j,*.j
Wireless Communications Facility Permit
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless
Exhibit C
Intentionally omitted.
9964439.1
400 Lomita Street, El Segundo, CA
September 30, 2009
Wireless Communications Facility Permit
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless
Exhibit D
Tenant's Changes
Not attached at this time
9964439.1
40 $ 7
400 Lomita Street, El Segundo, CA
September 30, 2009
Wireless Communications Facility Permit
Los Angeles SMSA Limited Partnership d/b /a Verizon Wireless
Exhibit E
Tenant Contact Information Form
September 24, 2009
Mr. Jack Wayt, City Manager
City of El Segundo
350 Main Street
El Segundo, CA 90245
310 - 524 -2300
RE: Important Contact Information
Our File Name: POSA PARK
Our Contract No: [to be provided once Lease is fully executed]
Site Address: 400 Lomita Street, El Segundo, CA
Dear Mr. Wayt:
40 17.
400 Lomita Street, El Segundo, CA
September 30, 2009
Welcome to Verizon Wireless and the Southern California Network Real Estate Team! We are delighted to partner with the City of El
Segundo. Your role is critical in fulfilling the mission of our department and Verizon Wireless.
The following information is designed to serve as an introduction to Verizon Wireless and provide helpful contact information.
For Property Management issues, please contact:
• Judy Wilkins, Property Manager
• Leslie Vartanian, Manager, Network Real Estate
(949) 286 -8716
(949) 286 -8623
For rent or insurance questions, please contact Verizon Wireless Headquarters and reference the site name "Posa Park" /Water Yard:
• Rent Hotline
(866) 862 -4404
For after hours emergency, weekend, holiday or maintenance issues, please contact our local field operations team:
• Field Operation Team
(800) 299 -0826, option #2
Finally, Verizon Communications' Director of Government & External Affairs has also made himself available to the City of El Segundo
regarding any concerns you may have:
• Mike Murray
(562) 708 -7886
Please note, however, that formal "notices" required under the Lease may not be given at the above - referenced numbers.
We look forward to working with you. If we can do anything to improve our business relationship, please let us know. Once again,
welcome to Verizon Wireless!
Sincerely,
Leslie S. Vartanian
Manager, Network Real Estate
9964439.1
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
McGuireWoods LLP
1800 Century Park East, 8th Floor
Los Angeles, California 90067
Attn: Lynn A. Whitcher Alvarez
(Site Name: Posa Park)
(Space above this line for Recorder's use.)
MEMORANDUM OF LEASE AGREEMENT
This Memorandum of Lease Agreement ( "Memorandum ") is made this /7 t1\ day of
De-C , 2009, between the City of El Segundo, a government agency, with its principal
offices located at 350 Main Street, El Segundo, California, hereinafter referred to as "LESSOR,"
and Los Angeles SMSA Limited Partnership, a California limited partnership, d/b /a Verizon
Wireless, with its principal office located at 180 Washington Valley Road, Bedminster, New
Jersey 07921, hereinafter referred to as "LESSEE." LESSOR and LESSEE are at times collectively
referred to hereinafter as the "Parties" or individually as the "Party."
LESSOR and LESSEE entered into a Lease Agreement ( "Agreement ") on
,be c. 1-1 , 2009 for an initial term of five (5) years, commencing on the
Commencement Date as defined in the Agreement. The Agreement shall automatically
be extended for three (3) additional five (5) year terms unless the LESSEE terminates it
at the end of the then current term by giving the LESSOR written notice of the intent to
terminate at least ninety (90) days prior to the end of the then current term. If LESSEE
remains in possession of the premises after the termination or expiration of the
Agreement, LESSEE will be deemed to be occupying the premises on a month to month
basis.
2. LESSOR is the owner of that certain real property located at 400 Lomita Street, El
Segundo, Los Angeles County, State of California ( "Property "), which is legally described
on Exhibit "A" attached hereto and made a part hereof. LESSOR leases to LESSEE a
portion of the Property consisting of (a) a parcel of land for Tenant's equipment
containing approximately two hundred fifty-two (252) square feet and measuring
approximately twelve (12) feet by twenty -one (2 1) feet ( "Land Space "), and (b) such
easements as are necessary for the installation, operation and maintenance of Tenant's
antennas and initial installation, including but no limited to a non - exclusive right -of -way
for ingress and egress extending from the nearest public right -of -way, Lomita Street, to the
Land Space, and for the installation and maintenance of utility wires, poles, cables,
conduits, and pipes over, under, or along one or more rights of way from the Land Space,
all as substantially described more fully in the Agreement.
The terms, covenants and provisions of the Agreement, the terms of which are hereby
incorporated by reference into this Memorandum, shall extend to and be binding upon the
6576829.1
Site Name: POSH PARK
4 0 i P .7 ..,
respective executors, administrators, heirs, successors and assigns of LESSOR and
LESSEE.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and
year first above written.
LESSOR:
City of El Segundo, a general law city
MR.
l &AIVI I
Ci y Clerk
City of El Segundo
6576829.1
Site Name: POSH PARK
LESSEE:
Los Angeles SMSA Limited Partnership
d/b /a Verizon Wireless
By: AirTouch Cellular, its General Partner
Name: °Walter L.
Title: Area Vic
Date: t t I_
Jr.
nt Network
4;7.,..4
December 17, 2009
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
On December 17, 2009, before Cathy Domann, Deputy City Clerk, personally
appeared Jack Wayt, City Manager of the City of El Segundo, who proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to on 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 entity upon behalf of which the persons acted, executed the
instrument.
Witness my hand and Official Seal.
Cathy DomLkn, Deputy City Clerk
4 0 1 ,
CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT
State of California )
County of Orange )
On /�,1� a� 1&, r lr. before me, - f era L-'Y 6':"' I� o � ' Notary Public,
personally appeared Walter L. Jones Jr.
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
6576829.1
Site Name: POSH PARK
o, attiR�,ddOM �• � a •�
GLORIA VAN GINKEL
Commission # 1654058
Z Notary Public • California
Orange County
My Comm. Expires Mar 25,201 O
Place Notary Seal Above
40'!•.,...,r
EXHIBIT "A"
(Legal Description of the Property)
PARCEL A:
LOTS 6 THRU 13 IN BLOCK 67 OF EL SEGUNDA, IN THE CITY OF EL SEGUNDA, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN ROOK 22 PAGES 54 AND 55 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY,
EXCEPT THEREFROM THE NORTH 10 OF LOT 6 CONVEYED TO WILLIAM LANE RECORDED SEPTEMBER 12,
1947 INSTRUMENT NO. 2050
PARCEL B:
LOTS 1 THRU 13 IN BLOCK THIRTY -FOUR (34) OF EL SEGUNDA, SHEET NO. 7, IN THE CITY OF EL
SEGUNDA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 22, PAGES
54 AND 55 OF MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY.
AND THAT PORTION OF HOLLY AVENUE VACATED ON AUGUST 17, 1949 BY ORDINANCE NO. 358 LYING
BETWEEN THE NORTHERLY PROLONGATIONS OFTHE WEST LINE OF LOT 1, BLOCK 34 AND THE EAST LINE
OF LOT 13,
BLOCK 34, ALSO THE 14 -FOOT WIDE ALLEY RUNNING NORTH -SOUTH BOUNDED ON THE NORTH BY ALINE
LYING 35' NORTH OF THE EASTERLY PROLONGATION OF THE SOUTH LINE OF LOT 6, BLOCK 67
APN: 4135- 023 -900
6576929.1
Site Name: POSH PARK