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CONTRACT 4595 Leasing Agreement Agreement No. 4595 AT&T Site LAD095(El Segundo PD Main Grand)Structure Lease Agreement 04.15.14 HNAL Market:Southern California Cell Site Number:LAD095 Cell Site Name:EI Segundo PD Main Grand(CA) Fixed Asset Number: 10086765 Address:348 Main Street,El Segundo,CA 90245[APN:4135-003-901] STRUCTURE LEASE AGREEMENT THIS STRUCTURE LEASE AGREEMENT ("Agreement"), dated as of the latter of the signature dates below ("Effective Date"), is entered into by the City of El Segundo,a municipal corporation,having its principal office/residing at 350 Main Street,El Segundo,CA 90245 ("Landlord")and New Cingular Wireless PCS,LLC,a Delaware limited liability company, having a mailing address of 575 Morosgo Drive NE, Suite 13F, West Tower,Atlanta, GA 30324("Tenant"). BACKGROUND WHEREAS, Landlord owns that certain plot, parcel or tract of land, improved with a structure (the "Structure") together with all rights and privileges arising in connection therewith, located at 348 Main Street, in the City of£1 Segundo, County of Los Angeles, State of California [APN: 4135-003-901] as further described on the Legal Description of the property attached hereto as Exhibit A (collectively "Property"). Tenant desires to use a portion of the Property in connection with its federally licensed communications business. WIIEREAS, Landlord and Tenant's predecessor-in-interest, AB Cellular LA, LLC, a Delaware limited liability company d(b/a AT&T Wireless("Original Tenant"),entered into that certain Lease Agreement,dated as of November 27,2001 ("Existing Lease") for use of the Property. WHEREAS, Tenant has succeeded to all of the right,title and interest of Original Tenant in and to the Existing Lease. WHEREAS, landlord and Tenant wish to supersede all of the terms, covenants and conditions of the Existing Lease with the terms,covenants and conditions of this Agreement, and to confirm that as of the Effective Date, their obligations under the Existing Lease shall be deemed fully performed, and each shall be fully discharged from their respective obligations thereunder, and without the necessity of a further writing exchanged between them. The parties agree as follows: 1. LEASE OF PREMISES. Landlord leases to Tenant portions of the Structure and Property consisting of(a)space (room/cabinet)of approximately three hundred twenty (320)square feet on the roof of the Structure for the placement of Tenant's communications equipment, and(b)those spaces on the Structure as are necessary for the antennas and initial installation of the Communication Facility (as defined in Section 2,Permitted Use below), including spaces for the placement of connections between Tenant's equipment and antennas, and between Tenant's equipment and the electric power,telephone, and fuel sources for the Property, all as more particularly depictedldescribed on attached Exhibit B (collectively, "Premises"), However, any changes which alter the square feet of the equipment room/cabinet space and antenna space or clearance space of the Communication Facility and its equipment from that set forth in Exhibit B requires Landlord's prior written consent subject to the terms and conditions set forth in Section 2, Permitted Use below. Agreement No. 4595 2. PERMITTED USE, Tenant may use the Premises for the transmission and reception of communications signals and the installation, maintenance, operation, repair and replacement of its communication fixtures and related equipment, cables, accessories and improvements(collectively the"Communication Facility")and any other items necessary to the successful and secure operation of the Communication Facility, as substantially described in Exhibit B; such use includes the right to test, survey and check title on the Property. Tenant has the right to make Property improvements, alterations or additions ("Tenant Changes")consistent with the building and facility specifications attached hereto as Exhibit B. Before the initial installation of Tenant's Changes, Tenant will supply the Landlord with plans and specifications consistent with Exhibit B ("Plans") to be reviewed and consented to by Landlord before commencement of Tenant's Changes. Landlord's execution of this Agreement will signify Landlord's approval of Exhibit B. After approval, the Plans will be considered incorporated in this Agreement as Exhibit B. If the Landlord disapproves the plans then the Tenant will provide the Landlord with revised plans. In the event Landlord disapproves of the Plans upon a second (2nd) submission, Tenant may terminate this Agreement. Landlord will not knowingly permit or suffer any person to copy or utilize the Plans for any purpose other than as provided in this Agreement except to the extent provided by the Public Records Act and other applicable law, Tenant has the right to modify, supplement, replace, or upgrade the Communication Facility so long as such do not physically alter the exterior appearance of the facilities following the completion of the initial installation of the Communication Facility, and such modifications are subject to the same approval process set forth above. However, any changes which(i)alter the exterior physical appearance of the Communication Facility,or(ii)expand the footprint of the Premises or the height of the Communication Facility as initially approved by Landlord hereunder,requires Landlord's prior written consent, which may be withheld in the Landlord's sole discretion, Notwithstanding the foregoing, in no event shall Tenant be required to obtain Landlord's approval for any Tenant modifications, supplements, replacements or upgrades of the Communication Facility which are undertaken within Tenant's equipment shelter and do not alter the exterior physical appearance of the Communication Facility. 3. TERM. (a) The initial lease term will be five(5)years("Initial Term"), commencing upon the Effective Date. The Initial Term will terminate on the last day of the month in which the fifth(51) annual anniversary of the Effective Date occurs. (b) This Agreement will automatically renew for three (3) additional five (5) year Term(s) (each an "Extension Term"),upon the same terms and conditions unless the Tenant notifies the Landlord in writing of Tenant's intention not to renew this Agreement at least ninety(90)days before the expiration of the Initial Term or then existing Extension Term. (c) If Tenant remains in possession of the Premises after the termination or expiration of this Agreement then Tenant will be deemed to be occupying the Premises on a month to month basis (the "Holdover Term"), subject to the terms and conditions of this Agreement. Should this occur, Landlord may terminate this Agreement upon thirty (30) days written notice. (d) The Initial Term and the Extension Term and the Holdover Term are collectively referred to as the Term ("Term"). 2 Agreement No. 4595 4. RENT. (a) Commencing on the date that Tenant commences construction("Commencement Date"), Tenant will pay the Landlord a monthly rental payment of Two Thousand Eight Hundred and 001100 Dollars ($2,800.00) ("Rent"), plus any applicable tax (pursuant to the terms and conditions of Paragraph 23, Possessory Interest-Taxes below), at the address set forth above,on or before the fifth(5')day of each calendar month in advance. Rent will be prorated for any partial month. The initial Rent payment will be forwarded by Tenant to Landlord within forty-five(45)days after the Commencement Date, (b) In year two (2) of the Initial Term, and each year thereafter, including throughout any Extension Terms exercised,the monthly Rent will increase by Five Percent(5%)over the Rent paid during the previous year. (c) All charges payable under this Agreement such as utilities and taxes shall be billed by Landlord within one(1) year from the end of the calendar year in which the charges were incurred; any charges beyond such period shall not be billed by Landlord,and shall not be payable by Tenant. The foregoing shall not apply to monthly Rent which is due and payable without a requirement that it be billed by Landlord. The provisions of this subparagraph shall survive the termination or expiration of this Agreement. 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 tc 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, and Tenant will prepare, execute and file all required applications to obtain Governmental Approvals for Tenant's use under this Agreement and Landlord 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 choice and to have the Property surveyed by a surveyor of its choice. Tenant has thirty(30)days from the Effective Date of this Agreement to either acceptor reject matters of record title. If Tenant rejects any matters of record title, Landlord can in its sole discretion correct any such matters within thirty (30) days. 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 matters of 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 Communication Facility on the Premises. Tenant has thirty(30)days from the Effective Date of this Agreement to accept the Premises in its"AS IS"state. 6. TERMINATION, This Agreement may be terminated as follows: (a) by either parry on thirty (30) days prior written notice, if the other party remains in default under Paragraph 16, Default and Riebt to Cure 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 Communication 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. 3 Agreement No. 4595 (c) by Tenant on ninety(90)days written notice for any reason. 7. INTERFERENCE. (a) There are existing radio frequency user(s) on the Landlord's Property, the 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 Communication Facility and the existing frequency users.Tenant must conduct testing before activating the Communication Facility to ensure that the operation of its Communication Facility does not interfere with existing radio frequency users. (b) Landlord will not grant, after the Effective Date of this Agreement, a lease,license or any other right to any third party for use of the Property, if such use materially interferes with the operations of Tenant's Communication Facility, unless such interference is the result of operations that are intended to be a part of, or enhance,Landlord's police and fire communication system. Landlord will notify Tenant before granting any third party the right to install and operate communications equipment 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 that materially 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 cause unauthorized interference to cease upon not more than twenty-four(24)hour notice 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 Communication 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 Communication Facility cannot interfere with the 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 Communication Facility interferes with the Landlord's existing or future communications equipment, operations, or transmissions,Tenant will immediately cease such interference,after verbal or written notice thereof until it is able to resolve the interference problem. The 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 Paragraph 16 hereof. If the interference cannot be resolved within a reasonable period of time under the circumstances, either patty is entitled to terminate this Agreement. 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 attorneys'fees and court costs)arising directly from the installation,use,maintenance,repair or removal of the Communication Facility,except to the extent attributable to the negligence or willful 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 injury, loss, damage or liability(or any claims in respect of the foregoing),costs or expenses(including reasonable attorneys'fees and court costs)arising 4 Agreement No. 4595 directly from the actions or failure to act of Landlord or its employees,agents or independent contractors. 9. MAINTENANCE AND REPAIR. Landlord will maintain the areas surrounding the Property in good condition and repair and free from weeds, debris and rubbish. 10, 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 liens,restrictions, mortgages, covenants, conditions, easements, leases, agreements of record or not of record, which would adversely affect Tenant's use and enjoyment of the Premises under this Agreement; (ii)as long as Tenant is not in default then Landlord grants to Tenant 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 the 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 Attornrnent 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. 11. 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 dudes, responsibilities, and liabilities at is 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) failure to comply with any environmental or industrial hygiene law, including without limitation 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 conditions or matters as may now or hereafter be in effect, and(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 thereon, unless the environmental conditions are caused by the other party. (c) The indemnifications of this Paragraph 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 5 Agreement No. 4595 governmental authority. The provisions of this Paragraph will survive the expiration or termination of this Agreement and/or any transfer or assignment of the rights and obligations under this Agreement. 12. ACCESS. At all times throughout the term of this Agreement, and at no additional charge to Tenant, Tenant and its employees,agents,and subcontractors,will have access to and over the Property between 7:00 a.m.and 4:00 p.m. PST,Monday through Friday, from an open and improved public road to the Premises, for the installation,maintenance and operation of the Communication Facility and any utilities serving the Premises. Tenant must provide twenty four(24)hour prior notice, except in the case of an emergency in which event Tenant must provide as much notice as possible to Landlord's Watch Commander of its intent to enter the Premises. Landlord may in its reasonable determination deny such access if such will interfere with the Landlord's operations. In the event any public utility is unable to use the access provided to Tenant the Landlord hereby agrees to grant an additional access either to Tenant or to the public utility,for the benefit of Tenant, at no cost to Tenant. 13. REMOVAL. All portions of the Communication 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 1.he Communication Facility constructed, erected or placed on the Premises by Tenant will become, or be considered as being affixed to or a part of, the Property, it being the specific intention of the 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 the Tenant and may be removed by Tenant at any time during the Term. Within sixty(60) days of the termination of this Agreement for whatever reason, Tenant will remove all such improvements and return the Premises to the Landlord in the same or better condition as the Premises were in on the Commencement Date,reasonable wear and tear excepted. 14. RELOCATION. Upon request by Landlord, from time to time, Tenant will matte minor relocations of its Communication Facility equipment so long as such does not interfere with Tenant's operation of its Communication Facility. Upon relocation of the Communications Facility, or any part thereof, all references to the Premises in this Agreement will be deemed to be references to the relocation site. Upon permanent relocation, the parties shall execute an amendment to this agreement which redefines the Property, Premises, and the Communication Facility and which deletes the existing Exhibits A, B and C,and replaces such with revised Exhibits A,B and C. Except as expressly provided in this Paragraph,Owner and Tenant agree that in no event will the relocation of the Communication Facility, or any part thereof,except as provided in this Paragraph 14,affect, alter, modify or otherwise change any of the terms and conditions of this Agreement. 15. MAINTENANCE;UTILITIES. (a) Tenant will keep and maintain the Premises in good condition,reasonable wear and tear and damage from the elements excepted. Tenant's obligation to maintain the Premises shall not include any portion of the Structure, roof of the 6 Agreement No. 4595 Structure or Premises that Landlord or any other tenant of the Structure is obligated to maintain. Landlord will maintain and repair the Property and access thereto, in good and tenantable condition, subject to reasonable wear and tear and damage from the elements. (b) 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 the Tenant. In the event Tenant cannot secure its own metered electrical supply, Tenant must, at its own cost and expense, install a submeter to the Landlord's meter. Tenant will pay on a monthly basis the current local utility company rate for submetered electric, after the meter is read by the Landlord and billed to Tenant_ Landlord will not be responsible for interference with, interruption of or failure, beyond the reasonable control of Landlord,of such services to be furnished or supplied indirectly by Landlord. 16. DEFAULT AND RIGHT TO CURE. (a) Tenant will be deemed to 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 Tenant's receipt of Landlord's written notice that identifies 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 Landlord's receipt of Tenant's written notice that identifies a specific failure by Landlord under this Agreement.No such failure, however, will be deemed to exist if Landlord commenced to cure the default within such period and provided 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 will have the right to exercise any and all rights available to it under law and equity, including the right to cure Landlord's default and to deduct the costs of such cure from any moneys due to Landlord from Tenant. 17. ASSIGNMENT/SUBLEASE. (a) Assignment. Tenant may assign, sell or transfer its interest under this Agreement without the approval or consent of Landlord,to the Tenant's principal; affiliates,subsidiaries,subsidiaries of its principal (each a"Tenant Affiliate")or to any entity which acquires all or substantially all of the 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. Notwithstanding any such assignment by Tenant, Tenant will remain primarily responsible for performance under this Agreement. (b) Sublease. Tenant shall }nave the right to sublease the Premises, or any portion thereof, only to any entity that is under the ultimate control of AT&T, Inc. without the prior consent of Landlord. Tenant may not otherwise sublease the Premises without Landlord's prior written consent, such consent not to be unreasonably withheld,conditioned or delayed. 7 Agreement No. 4595 1$. NOTICES. All notices, requests, demands and communications 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 property sent and received,refused or returned undelivered. Notice will be addressed to the parties at the addresses set forth below: Tenant: New Cingular Wireless PCS,LLC Attn:Network Real Estate Administration Re: Cell Site#LAD095 Cell Site Name: El Segundo PD Main Grand(CA) Fixed Asset#: 10086765 575 Morosgo Drive NE Suite i 3F,West Tower Atlanta, GA 30324 with a copy to AT&T Legal Department: New Cingular Wireless PCS, LLC Attn: Legal Department—Network Operations Re: Cell Site#LAD095 Cell Site Name: El Segundo PD Main Grand(CA) Fixed Asset#: 10086765 208 S, Akard Street Dallas,TX 75202 The copy sent to the AT&T Legal Department is an administrative step which alone does not constitute legal notice. Landlord: City of El Segundo Attn: City Clerk 350 Main Street El Segundo, CA 90245 Either party may change the place for the giving of notice to it by thirty(30) days written notice to the other as provided herein. 19. SEVERABILITY. If any term or condition of this Agreement is found 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 the Agreement may be terminated by either party on ten(10)days prior written notice to the other party hereto. 20. CONDEMNATION. In the event Landlord receives notification of any condemnation proceedings affecting the Property, Landlord will provide prompt notice of the proceeding to Tenant. 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 wit] 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 Communication Facility, moving expenses, prepaid rent, and business dislocation expenses. Tenant will be entitled to reimbursement for any prepaid Rent. 8 Agreement No. 4595 21. DAMAGE TO PROPERTY. Landlord will provide prompt notice to Tenant of any damage affecting the Premises within two(2) business days following the occurrence of such damage. If any part of the Communication Facility or Property is damaged by fire or other cause so as to render the Premises unsuitable,in Tenant's sole determination,then Tenant may terminate this Agreement by providing written notice to the 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. 22. WAIVER OF LANDLORD'S LIENS. Landlord hereby waives any and all lien rights it may have, statutory or otherwise, concerning the Communication Facility or any portion thereof The Communication Facility is 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 Communication Facility from time to time in Tenant's sole discretion and without Landlord's consent. 23. POSSESSORY INTEREST TAXES.Tenant is informed by Landlord pursuant to Cal.Rev. &Tax. 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 such interest. Tenant may not deduct such amount from Rent or any other sums due to Landlord under this Agreement, 24. MISCELLANEOUS. (a) Amendment: Waiver. This Agreement cannot be amended, modified or revised unless done in writing and signed by Landlord's city manager and an authorized agent of the Tenant. 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 substantially in the form attached as Exhibit C. 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 hereof, constitute the entire agreement of the parties hereto and will supersede all prior offers, negotiations and agreements. (e) Governing Law. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California,and exclusive venue for any action involving this agreement will be in Los Angeles County. (f) Interpretation. Unless otherwise specified, the following rules of construction and interpretation 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 the Agreement or as same may be duplicative, such consent will 9 Agreement No. 4595 not be unreasonably withheld, conditioned or delayed; (iv) exhibits are an integral part of the Agreement and are incorporated 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 fifteen (15) 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 patty hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. 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 (1)month's Rent has been paid in advance. (h) No Option. The submission of this Agreement for examination or consideration does not constitute a reservation of or option for the Premises.This Agreement will become effective as an Agreement only upon the legal execution, acknowledgment and delivery hereof by Landlord and Tenant. (i) Survival of Terms. Paragraphs 8; 11, 13 and 240)will survive the termination of this Agreement. 6) Insurance. Before commencing performance under this Agreement, and at all other times this Agreement is effective,Tenant will procure and maintain the following types of insurance with coverage limits complying, with the limits set forth below: Tvne of Insurance Limits (combined single) Commercial general liability: $1,000,000 occurrence and aggregate Workers compensation Statutory requirement. (i) Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury,personal injury, and property damage for the policy coverage. Required liability policies will include Landlord, its officials, and employees as"additional insureds"under said insurance coverage and to state that such insurance will be deemed"primary" such that any other insurance that may be carried by Landlord will be excess thereto. Landlord's additional insured status shall (i) be limited to bodily injury, property damage or personal and advertising injury caused, in whole or in part, by"Tenant,its employees, agents or independent contractors;(ii)not extend to claims for punitive or exemplary damages arising out of the acts or omissions of Landlord, its employees, agents or independent contractors or where such coverage is prohibited by law or to claims arising out of the gross negligence of Landlord, its employees, agents or independent contractors; and, (iii) not exceed Tenant's indemnification obligation under this Agreement, if any. Such insurance will be on an "occurrence," not a "claims made," basis. Tenant will provide at least thirty (30) days advanced written notice to Landlord of any cancelation of any required coverage that is not replaced. (ii) Tenant will furnish to Landlord duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of 10 Agreement No. 4595 insurance as may be reasonably required by Landlord from time to time. Insurance must be placed with insurers with a current A.M.Best Company Rating equivalent to at least a Rating of"A-:VII." (iii)Notwithstanding the forgoing,Tenant may, in its sole discretion, self insure any of the required insurance under the same terms as required by this Agreement.In the event Tenant elects to self-insure its obligation under this Agreement to include Landlord as an additional insured,the following conditions apply: (A) Landlord shall promptly and no later than thirty(30)days after notice thereof provide Tenant with written notice of any claim,demand, lawsuit, or the like for which it seeks coverage pursuant to this Paragraph and provide Tenant with copies of any demands,notices, summonses, or legal papers received in connection with such claim,demand,lawsuit, or the like;(B)Landlord shall not settle any such claim,demand, lawsuit, or the like without the prior written consent of Tenant; and(C) Landlord shall fully cooperate with Tenant in the defense of the claim,demand, lawsuit, or the like. (k) Comnliance with Law. Tenant agrees to comply with all federal, state and local laws, orders,rules and regulations ("Laws")applicable to Tenant's use of the Communication Facility on the Property. Landlord agrees to comply with all Laws relating to Landlord's ownership and use of the Property and any improvements on the Property in a manner sufficient to ensure Tenant's permitted use under this Agreement, and otherwise to continuously utilize the rights expressly granted or conferred by Landlord to Tenant under this Agreement. 25. TERMINATION OF EXISTING LEASE. As of the Effective Date,the Existing Lease is hereby terminated and without the necessity of a fiirther writing exchanged between Landlord and Tenant. Neither Landlord nor Tenant shall have any further rights or remedies under the Existing Lease. All obligations of each party are deemed to have been fully performed and discharged, and each party hereby fully releases the other from ail payment of penalties, sanctions,forfeitures, losses, casts or damages, and for responding to any action, notice, claim, order, summons, citation,directive, litigation, investigation or proceeding thereunder to the maximum extent permitted under all applicable Laws. [SIGNATURES ON NEXT PAGE) I1 Agreement No. 4595 IN WITNESS WHEREOF,the undersigned has caused this Agreement to be effective as of the last date written below. "LANDLORD" C4i ' gundo, a o a n AT�f ESQ` � Greg arp uUai , Its: City Manager 2014 , / Date: f y of EI Segundo ' APPROVE ST MARK D. C Y EY By_ Karl .Berger,Assistant ity Attomey Date:�Vh,(, 2014 "TENANT" New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: - � ... rind t Name: Date: _l --P- 2014 [ACKNOWLEDGEMENTS APPEAR ON FOLLOWING PAGE] 12 Agreement No. 4595 LANDLORD ACKNOWLEDGMENT State of California ) County of ) On before me, f� Insert name and title of the officer) 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/she9ey executed the same in his/her/their authorized capacity(ies),and that by his/berltheir 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 PERKIRY under the laws of the State of California that the foregoing paragraph is true and correct. Z WITNESS my hand and`official seal. Signature f (Seal) e ��} TENANT ACKNOWLEDGMENT State of California County of ZC6..... i� On -' 0A./& before me, . t,N64 a,&4. (insert 2 Verne and title of 6e officer) personally appeared �� who proved to me on the basis of satisfacto evidence to be the perso whose name s e subscribed to the within Estrument.ument and acknowled ed to me thatfshe/they exec ted the same i is er/their au orized capacity aand that by er/their signature the instrument the person or the entity upon ehalf of which the person acted,executed the 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 an icial seal. SAMUEL SUNG HUN CHA r Commission #2057346 z a lip Notary Public-California v Signatur. (Seal) Los Angeles County My Comm_Expires Feb 9, 2018 13 Agreement No. 4595 June 3, 2014 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) On June 2, 2014, before me, Cathy Domann, Deputy City Clerk II, personally appeared Greg Carpenter, City Manager for the City of El Segundo, 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 entity upon behalf of which the persons acted, executed the instrument. I certify under the Penalty of Perjury under the laws of the Sate of California that the foregoing paragraph is true and correct. Witness my hand and Official Seal. Cathy Doml Deputy City Clerk II Agreement No. 4595 EXHIBIT A DESCRIPTION OF PROPERTY Page 1 of 1 to the Structure Lease Agreement dated ,2014 by and between the City of El Segundo, a municipal corporation, as Landlord, and New Cingular Wireless PCS,LLC as Tenant. The Property is legally described as follows: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EL SEG[jWDO, COU-NrrY OF LOS ANGELES,STATE OF CALIFORNIA,AND IS DESCRIBED AS FOLLOWS: PARCEL 1: LOTS I THROUGH 22,INCLUSIVE AND LOTS 24 THROUGH 42,INCLUSIVE,BLOCK 42 OF EL SEGUNDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER AIAP RECORDED IN BOOK 20. PAGES 22 AND 23 OF NIA_PS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGE'T'HER WITS THAT PORTION OF THAT CERTAIN ALLEY RUNNING NORTH AND SOUTH,20 FEET WIDE,AS SHOWN ON THE NL4,P OF EL SEGUNDO, VACATED BY RESOLUTION NO. 1062 OF SAID CITY, WHICH IS RECORDED FEBRUARY 10,1050,AS-INSTRUAMNT NO.2639,_OFFICIAL RECORDS,AND LYING NORTHERLY OF THE EASTERLY PROLONGATION OF THE SOU111ERLY LINE OF LOT 19 OF SAID TRACT. PARCEL 2: LOTS 43 AND 23 IN BLOCK 42 OF TRACT NO. 1826,IN THE CITY OF EL SEGUNDO,IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE 93 OF MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,AND THAT PORTION OF THAT CERTAIN ALLEY, 20 FEET 'HIDE,AS SHOWN ON THE NIAP OF SAID TRACT NO. 1826, VACATED BY RESOLUTION NO. 1183 OF SAID CITY, A CERTIFIED COPY OF WHICS WAS RECORDED SEPTEMBER 11, 1951, AS INSTRUMENT NO. 1719, IN BOOK 37170, PAGE 238, OFFICIAL RECORDS OF SAID COUNTY, LYING BETWEEN THE WESTERLY PROLONGATION OR THE NORTHERLY LINE OF LOT 43 OF SAID BLOCK 42 AND THE NORTHERLY LINE OF GRAND AVENUE, SAID NORTHERLY LINE BEING ALSO THE WESTERLY CONTINUATION OF THE CURVED SOUTHERLY LINE OF SAID LOT 43, HAVING A RADIUS OF 75I.02 FEET. APN: 4135-003-901 14 Agreement No. 4595 EXHIBIT B PLANS (DESCRIPTION OF PREMISES AND COMMUNICATION FACILITY) Page 1 of 22 The Premises and Communication Facility are described and/or depicted as follows: [Plan Set Dated October 8,2013, Created by National Engineering& Consulting, Inc., Consisting of Twenty-One (21)Pages Appears on Following Pages] Notes: 1. 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West Tower Atlanta, GA 30324 APN: 4133-003-901 (Space Above This Line For Recorder's Use Only) Cell Site 9: LAD095 Cell Site Name: E1 Segundo PD Main Grand (CA) Fixed Asset Number; 10086765 State: California County: Los Angeles MEMORANDUM OF LEASE This Memorandum of Lease is entered into on this day of 2014, by and between the City of El Segundo, a municipal corporation, having a mailing address of 350 3'iain Street, Et Segundo, CA 90245 (hereinafter referred to as "Landlord") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 575 Morosgo Drive NE, Suite 13F, West Tower, Atlanta_ GA 30324 (hereinafter referred to as "Tenant"). 1. Landlord and Tenant entered into a certain Structure Lease Agreement ("Agreement") on the of , 2014, 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. The initial lease term will be five (5)years commencing on the Effective Date of the Agreement, with three (3) successive five(5) year options to renew, 3. The portion of the land being leased to Tenant and associated easements are described in Exbibit 1 annexed hereto. 4. This Memorandum of Lease is not intended to amend or modify, and may not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Agreement, all of which are hereby ratified and armed. In the event of a conflict betwcon the provisions of this Memorandum of Lease and the provisions of the Agreement, the provisions of the Agreement controls. The Agreement is binding upon and inures to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Agreement. [SIGNATURES ON NEXT PAGE] Agreement No. 4595 IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written. "LANDLORD" City of E1 Segundo, a muttici corpo ion Alf EST. , Gregkarpenter AP Its: City Manager Ci C+ Date: / � `S 20 l4 CITY ATTORN Of El Segundo "TENANT" New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: rmt Name: J/}y} � Its:_ �J 'QEGZO�, C Ifle �JJ Date: ���p� �- _,2014 [ACKNOWLEDGEMENTS APPEAR ON FOLLOWING PAGE] LANDLORD ACKNOWLEDGMENT Agreement No. 4595 State of California ) County of __j On before me, `(insert and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence.�e the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed"f6e same in his/her/their authorized capacity(ies), and that by his/herltheir signature(s) on the instrument the person(s . e the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PPJI1RY under the laws of the State of California that the foregoing paragraph is true and correct. _a WITNESS my handx official seal. 1 f Signatures (Seal) TENANT ACKNOWLEDGMENT State of California /� ) County of,625 On--To'Vd At................ before me, G(insert rime and title of the office personally appeared �who proved to me on the basis of satisfactory evidence to be the erre su bscribed to the thin instrument and acknowledged to me tha( she/they executed the same i is er/their authorized capaci (j , and that bZer/their signature�n the instrument the perso4k<l 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 a official seal SAMUEL SUNG H14 CHA Commisslon # 2057346 z . d Notary Public-California i Z "`O Los Angeles County s Signatur (S 1) My Comm pires Feb 9 201 . F ,x g /� u . • v • W 41' iN i II Agreement No. 4595 June 3, 2014 STATE OF CALIFORNIA } COUNTY OF LOS ANGELES } SS CITY OF EL SEGUNDO ) On May 28, 2014, before me, Cathy Domann, Deputy City Clerk H, personally appeared Greg Carpenter, City Manager for the City of El Segundo, 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 entity upon behalf of which the persons acted, executed the instrument. I certify under the Penalty of Perjury under the laws of the Sate of California that the foregoing paragraph is true and correct. Witness my hand and Official Seal. Cathy DoALi m, Deputy City Clerk IT Agreement No. 4595 EXHIBIT 1 DESCRIPTION OF PREMISES Page 1 of 2 to the Memorandum of Lease dated 2014, by and between the City of El Segundo, a municipal corporation, as Landlord, and New Cingular Wireless PCS, LLC, a Delaware limited liability company, as Tenant. The Property is legally described as follows: THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EL SEGUNDO, COLDC Y OF LOS ANGELES, STATE OF CALIFORNIA.AND IS DESCRIBED AS FOLLOWS: PARCEL 1: LOTS I THROUGH 22,INCLUSIVE AND LOTS Z4 THROUGH 42,INCLUSIVE,BLOCK 42 OF EL SEGUNDO, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFOR,NUt, AS PER MAP RECORDED IN BOOK 20, PAGES 22 AND 23 OF MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH THAT PORTION OF THAT CERTAIN ALLEY RUNNING NORTH AND SOUTH, 20 FEET WIDE,AS SHOWN ON THE ?v1 XP OF EL SEGUNDO.VACATED BY RESOLUTION NO, 1062 OF SAID CITY, WHICH IS RECORDED FEBRUARY 10,1950,AS TNSTRUf FNT NO.2639.OFFICIAL RECORDS.AND LYING NORTHERLY OF THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF LOT 19 OF SAID TRACT. PARCEL 2: LOTS 43 AND 23 IN BLOCK 42 OF TRACT NO. 1826,IN THE CITY OF EL SEGUNDO,IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.,AS PER MAP RECORDED IN BOOK 21. PAGE', 93 OF MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,AND THAT PORTION OF THAT CERTAIN ALLEY,20 FEET WIDE,AS SHOWN ON THE MAP OF SAID TRACT NO. 1826,VACATED BY RESOLUTION NO. 1183 OF SAID CITY, A CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 11, 1951. AS_ INSTRUMENT NO. 1719, LX BOOK 37170, PAGE 238, OFFICIAL RECORDS OF SAID COUNTY, LYING BETWEEN THE WESTERLY PROLONGATION OR THE NORTHERLY L ZN'E OF LOT 43 OF SAID BLOCS 42 AND THE NORTHERLY LINE OF GRAND AVENUE, SAID NORTHERLY LINE BEING ALSO THE WESTERLY CONTINUATION OF THE CURVED SOUTHERLY LINE OF SAID LOT 43, HAVING A RADIUS OF 751.02 FEET, APN: 4135-003-901 The Premises are described and/or depicted as follows: [One(1)Page Depiction of the Premises Suitable for Recordina in Los Angeles County Appears on Followins Page] A Premises Depiction Agreement No. 4595 _ f i L� e�rl�E�-'l;.T.�ediYrorcrr C � Cl PROPOSED ANTENNA LAYOUT SEGTOR'A'j^^%I-�j-_A;_ 4 tlk asrs. A7if► i I — — — — - wss+rG F1�flt t+MIYET. a `' �raer SECTOR�' SECOR W �aa 2 AJ 2w� ,�,rurau ,��xrtN PROPOSED AwrEN'u LAYC1lTf SEcmR-a-1 y'��k;; t—d s NMI SEZT "gyp SECTV] r SIP• it - 421n,1M kYl17N �., r t ansrwOU .aaar &XnTO d AWAT I PROPOSED ANTENNA LAYOUT SECTOR-C- EQUIPMENT LAYOUT PLAN