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2000 - AT&T - Ground Lease Agreements for Cell SiteCROWN 6325 Ardrey Kell Rd, Suite 600 I Phone: (900) 209-B227 Fax: (724)416-6110 CASTLE Charlotte, NC 28277 1 '—Va xa0 — ha� May 27, 2021 Via Email CITY OF ROSEMEAD 8838 EAST VALLEY BLVD ROSEMEAD, CA 9177o RE: Letter of Authorization Site ID: 844999 Site Name: C144/ROSEMEAD OVLY- C144 Site Address: 9rot EAST MISSION, ROSEMEAD, CA 91770 Dear CITY OF ROSEMEAD: AT&T MOBILITY has proposed to install an emergency backup generator at the wireless facility Please allow this letter to serve as notification that AT&T MOBILITY has contracted with CCATT LLC (a subsidiary of Crown Castle) to provide services related to local government zoning and permitting. CCATT LLC is working with AT&T MOBILITY to manage this process. This letter of authorization is required by CITY OF ROSEMEAD, CA for AT&T MOBILITY to apply for its building permit/zoning approvals which are required for the modification of their existing telecommunications equipment. This letter neither overrides nor changes your current lease with CCATT LLC. Please execute this letter of authorization where indicated below, thus granting your authorization for this application and send the original to Jeremy Thomas using the self-addressed, stamped, envelope included in this mailing, or the email listed below. Thank you for your continued cooperation with CCATT LLC. Sincerely, Jeremy Thomas Jeremy Thomas Real Estate Specialist Phone: (980) 209-8227 / E -mall: Jeremy.Thomas@crowncastle.com Approved By: Name: Gloria Molleda, City Manager THIRD AMENDMENT TO GROUND LEASE THIS THIRD AMENDMENT TO GROUND LEASE ("Third Amendment") is entered into this _tqfday of IN") , 2021 (the "Effective Date"), by and between the CITY OF ROS MEAD, a municipal corporation ("Landlord" or "Licensor"), with a mailing address of 8838 East Valley Boulevard, Rosemead, California 91770, and CCATT LLC, a Delaware limited liability company ("Tenant" or "Licensee"), with a mailing address of 2000 Corporate Drive, Canonsburg, Pennsylvania 15317. RECITALS WHEREAS, Landlord and Los Angeles Cellular Telephone Company, a California general partnership ("Original Tenant') entered into a Ground Lease dated December 15, 1989 (the "Original Agreement"), a memorandum of which was recorded in the official records of Los Angeles County, California (the "Official Records") on November 30, 1992 at Instrument No. 92- 2221832, whereby Original Tenant leased certain real property, together with access and utility easements, located in Los Angeles County, California from Landlord (the "Premises"), all located within certain real property owned by Landlord (the "Property"); and WHEREAS, the Original Agreement was amended by that certain (i) Addendum to Ground Lease dated December 15, 1989 (the "First Addendum"), (ii) Second Addendum to Ground Lease dated December 15, 1994 (the "Second Addendum"), (iii) Third Addendum to Ground Lease dated December 15, 1999 (the "Third Addendum"), (iv) Fourth Addendum to Ground Lease dated June 15, 2001, which was later terminated on September 24, 2002, (v) Fifth Addendum to Ground Lease dated December 15, 2004 (the "Fifth Addendum"), (vi) First Amendment to Ground Lease dated September 4, 2007 (the "First Amendment"), and (vii) Second Amendment to License Agreement dated January 25, 2012 (the "Second Amendment") (hereinafter the Original Agreement and all subsequent addenda and amendments are collectively referred to as the "Agreement", "Lease" or "License Agreement"); and WHEREAS, CCATT LLC is currently the tenant under the Agreement as ultimate successor in interest to the Original Tenant; and WHEREAS, the Original Agreement had an initial term that commenced on December 15, 1989, and expired on December 14, 1994. The Second Addendum, Third Addendum and Fifth Addendum extended the term for an additional five (5) years each. The First Amendment set forth a new initial five (5) year term commencing on October 1, 2007. The Second Amendment set forth a new initial five (5) year term that commenced on October 1, 2012, and expired on September 30, 2017, The Second Amendment provided for two (2) additional terms of five (5) years each, one (1) of which was exercised by Tenant. According to the Second Amendment, the final extension expires on September 30, 2027. WHEREAS, the Premises may be used for the purpose of constructing, maintaining and operating a communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and uses incidental thereto; and Site Name: C144/ROSEMEAD OVLY - C144 Business Unit N: 844999 WHEREAS, Landlord and Tenant desire to amend the Agreement on the terms and conditions contained herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Landlord and Tenant agree as follows: 1. Recitals,• Defined Terms. The patties acknowledge the accuracy of the foregoing recitals. Any capitalized terms not defined herein shall have the meanings ascribed to thein in the Agreement. 2. First Additional Lease Area. The existing Premises is hereby expanded in size to include additional space, which consists of approximately seventy (70) square feet at a location more particularly described in Exhibit B-1 attached hereto (the "First Additional Lease Area"). All references to the Premises in the Agreement shall be deemed to include the existing Premises and the First Additional Lease Area. Exhibit B to the Agreement is hereby amended by insetting Exhibit B-1 attached hereto after the final page of the existing Exhibit B, Notwithstanding anything to the contrary in this Third Amendment, Tenant is not relinquishing any rights to any lease area, access easements, and/or utility easements that it possesses prior to the date of this Third Amendment. In the event the location of any of Tenant's or its sublessees' existing improvements, utilities, and/or access routes are not depicted or described on Exhibit B-1, Tenant's leasehold rights and access and utility easement rights over such areas shall remain in full force and effect and the Premises shall be deemed to include such areas. 3. First Additional Rent. In consideration of the lease of the First Additional Lease Area, Tenant shall pay to Landlord the amount of Three Hundred and 00/100 Dollars ($300.00) per month ("First Additional Rent"), beginning upon the commencement of installation of improvements within the First Additional Lease Area and continuing thereafter until the earlier of (i) the expiration of the Agreement term; or (ii) the "Return of the First Additional Lease Area" as set forth below. The First Additional Rent shall be due and payable concurrently with and shall escalate upon the same terms and at the same time as the monthly Rent set forth in the Agreement, as amended, for so long as such First Additional Rent is payable to Landlord as set forth herein. 4. Right to Return the First Additional Lease Area. Tenant shall have the option, upon thirty (30) days prior written notice to Landlord, in its sole and absolute discretion, to return the First Additional Lease Area to Landlord and to terminate the lease of the same by removing all improvements from the First Additional Lease Area and returning same to its condition as of the Effective Date, ordinary wear and tear excepted (the "Return of the First Additional Lease Area"). Effective upon removal of all improvements from the First Additional Lease Area, the First Additional Rent shall cease and will no longer be due or payable. S. Generator Proiect. Pursuant to Section 39 of the First Addendum, Landlord hereby consents to the installation of a generator at the Premises, as more fully described in the plans attached hereto as Exhibit C. Site Name: C144/ROSEMEAD OVLY-C144 2 Business Unit #: 844999 6. Ratification. a) Landlord and Tenant agree that Tenant is the current tenant under the Agreement, the Agreement is in full force and effect, as amended herein, and the Agreement contains the entire agreement between Landlord and Tenant with respect to the Premises. b) Landlord agrees that any and all actions or inactions that have occurred or should have occurred prior to the date of this Third Amendment are approved and ratified and that no breaches or defaults exist as of the date of this Third Amendment. C) Landlord represents and warrants that Landlord is duly authorized and has the full power, right and authority to enter into this Third Amendment and to perforin all of its obligations under the Agreement as amended. d) Landlord agrees to provide such further assurances as may be requested to carry out and evidence the full intent of the parties under the Agreement as amended hereby, and ensure Tenant's continuous and uninterrupted use, possession and quiet enjoyment of the Premises under the Agreement as amended hereby. e) Landlord acknowledges that the Premises, as defined, shall include any portion of the Property on which communications facilities or other Tenant improvements exist on the date of this Third Amendment. 7. Notices. Tenant's notice address stated in Section 30 of the Original Agreement is hereby amended as follows: If to Tenant: CCATT LLC Attn: Legal - Real Estate Department 2000 Corporate Drive Canonsburg, Pennsylvania 15317 8. IRS Form W-9. Landlord agrees to provide Tenant with a completed IRS Form W-9, or its equivalent, upon execution of this Third Amendment and at such other times as may be reasonably requested by Tenant. In the event the Premises is transferred, the succeeding landlord shall have a duty at the time of such transfer to provide Tenant with a completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in the rent to the new landlord. Landlord's failure to provide the IRS Form W-9 within thirty (30) days after Tenant's request shall be considered a default and Tenant may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent payments. 9. Remainder of Agreement Unaffected. The parties hereto acknowledge that except as expressly modified hereby, the Agreement remains unmodified and in full force and effect. In the event of any conflict or inconsistency between the terms of this Third Amendment and the Agreement, the terms of this Third Amendment shall control. The terms, covenants and provisions of this Third Amendment shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of Landlord and Tenant. This Third Amendment may be executed simultaneously or in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Site Name: CI44fROSEMEAD OVLY - C 14 Business Unit #: 844999 10. Survey. Tenant reserves the right, at its discretion and at its sole cost, to obtain a survey ("Survey") specifically describing the Premises and any access and utility easements associated therewith, Tenant shall be permitted to attach the Survey as an exhibit to this Third Amendment and any related memorandum for recording, which shall update and replace the existing description, at any time prior to or after closing of this Third Amendment. 11. Recordation. Tenant, at its cost and expense, shall have the right to record a memorandum of this Third Amendment ("Memorandum") in the Official Records at any time following the execution of this Third Amendment by all parties hereto. In addition, Tenant shall have the right in its discretion, to record a notice of lease, affidavit or other form to be determined by Tenant without Landlord's signature in fonn and content substantially similar to the Memorandum, to provide record notice of the terms of this Third Amendment. 12, Electronic Signatures. Each party agrees that the electronic signatures of the parties included in this Third Amendment are intended to authenticate this writing and to have the same force and effect as manual signatures. As used herein, "electronic signature" means any electronic sound, symbol, or process attached to or logically associated with this Third Amendment and executed and adopted by a party with the intent to sign such Third Amendment, including facsimile or email electronic signatures. [Execution Pages Follow] Site Nwie: C 144/ROSEMEAD OVLY - CI44 Business Unit #: 844999 This Third Amendment is executed by Landlord as of the date first written above. LANDLORD: CITY OF ROSEMEAD, a municipal corporation �'` PAame: Gloria Molleda Print Title: City Manager [Tenant Execution Page Follows] Site Neme: C144/ROSEMEAD OVLY - C144 Business Unit k: 844999 This Third Amendment is executed by Tenant as of the date first written above. TENANT: CCATT LLC, a Delaware limited liability company By: W(wY—) Print Name: MelanieMhh Print Title: CPQ inr Tran s action Manan er Sito Nsmo: C 144ALOStiMEAD OVLY - C144 Business Unil N: 844999 Exhibit B-1 First Additional Lease Area EXISTING LEASE DESCRIPTION (As -Surveyed) THOSE PORTION OF LOTS 2 AND 3, TRACT NO. 1812, IN THE CITY OF ROSEMEAD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 20, PAGE 193 OF MAPS, 1N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF MISSION DRIVE AND ENCINITA AVENUE; THENCE NORTH 000 41'48" WEST, ALONG THE CENTERLINE OF ENCINITA AVENUE, 1400.10 FEET; THENCE SOUTH 890 18' 12" WEST, DEPARTING SAID CENTERLINE, 694.44 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 000 41' 48" EAST, 13.60 FEET; THENCE SOUTH 890 18'12" WEST, 22.20 FEET; THENCE SOUTH 000 41' 48" EAST, 12.30 FEET; THENCE SOUTH 890 18'12" WEST, 11.80 FEET; THENCE NORTH 000 41' 48" WEST, 25.90 FEET; THENCE NORTH 890 18' 12" EAST, 34.00 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 0.014 ACRES (608 SQUARE FEET) OF LAND MORE OR LESS. ADDITIONAL LEASE DESCRIPTION (As -Surveyed) THOSE PORTION OF LOTS 2 AND 3, TRACT NO. 1812, IN THE CITY OF ROSEMEAD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 20, PAGE 193 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF MISSION DRIVE AND ENCINITA AVENUE; THENCE NORTH 000 41'48" WEST, ALONG THE CENTERLINE OF ENCINITA AVENUE, 1400.10 FEET; THENCE SOUTH 890 18' 12" WEST, DEPARTING SAID CENTERLINE, 694.44 FEET; THENCE SOUTH 000 4114811 EAST, 13.60 FEET; THENCE SOUTH 890 18112" WEST, 16.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 000 41148" EAST, 12.30 FEET; THENCE SOUTH 890 18'121- WEST, 5.70 FEET; THENCE NORTH 000 411481- WEST, 12.30 FEET; THENCE NORTH 890 18' 12" EAST, 5.70 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 0.002 ACRES (70 SQUARE FEET) OF LAND MORE OR LESS. OVERALL LEASE AREA DESCRIPTION (As -Surveyed) THOSE PORTION OF LOTS 2 AND 3, TRACT NO. 1812, IN THE CITY OF ROSEMEAD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN Site Name: C144/ROSEMEAD OVLY-C144 7 Exhibit B-1 Business Unit #: 844999 BOOK 20, PAGE 193 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF MISSION DRIVE AND ENCINITA AVENUE; THENCE NORTH 000 41'48" WEST, ALONG THE CENTERLINE OF ENCINITA AVENUE, 1400.10 FEET; THENCE SOUTH 890 18' 12" WEST, DEPARTING SAID CENTERLINE, 694.44 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 000 4l' 48" EAST, 13.60 FEET; THENCE SOUTH 890 18' 12" WEST, 16.50 FEET, THENCE SOUTH 000 41' 48" EAST, 12.30 FEET; THENCE SOUTH 890 18' 12" WEST, 17.50 FEET; THENCE NORTH 000 41' 48" WEST, 25.90 FEET; THENCE NORTH 890 18' 12" EAST, 34.00 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 0.016 ACRES (678 SQUARE FEET) OF LAND MORE OR LESS. NON-EXCLUSIVE ACCESS & UTILITY EASEMENT DESCRIPTION (As -Surveyed) A 12.00 FOOT WIDE STRIP OF LAND OVER THOSE PORTION OF LOTS 2 AND 3, TRACT NO. 1812, IN THE CITY OF ROSEMEAD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 20, PAGE 193 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING 6.00 FEET ON EACH SIDE FOLLOWING DESCRIBED CENTERLINE: COMMENCING ATTHE CENTERLINE INTERSECTION OF MISSION DRIVE AND ENCINITA AVENUE; THENCE NORTH 690 3924" WEST, ALONG THE CENTERLINE OF MISSION DRIVE, 785.41 FEET; THENCE NORTH 200 20'36" EAST, DEPARTING SAID CENTERLINE, 30.00 FEET TO THE TRUE POINT OF BEGINNING ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF MISSION DRIVE; THENCE NORTH 030 08'42" EAST, DEPARTING SAID RIGHT-OF-WAY LINE, 120.00 FEET; THENCE NORTH 000 41' 48" WEST, 605.00 FEET; THENCE NORTH 180 44' 17" EAST, 60.00 FEET; THENCE NORTH 050 10' 18" EAST, 150.00 FEET; THENCE NORTH 000 4l' 48" WEST, 140.00 FEET; THENCE SOUTH 890 18' 12" WEST, 32.00 FEET TO THE POINT OF TERMINUS AND CONTAINING 0.305 ACRES (13,284 SQUARE FEET) OF LAND MORE OR LESS. THE SIDELINES OF SAID STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED AS NECESSARY TO ELIMINATE ANY GAPS AND OVERLAPS OVER THE OVERALL LEASE AREA AND NORTHEASTERLY RIGHT-OF-WAY LINE OF MISSION DRIVE. [survey follows] Site Name: C144/ROSEMEAD OVLY - CI44 8 Exhibit B-1 Business Unit #: 844999 LU U Z' di 5! y vi cn m � 0OU o z LU a W00 0 RCy O �o O I Doi. j pp, ;.I 1.1 yy Site Name: C 144/ROSEMEAD OVLY-C144 9 Exhibit B-1 Business Unit & 844999 Site Name:(7144/ROSEMEAD OVLY-CI44 ip Exhibit B-1 Business Unit 4: 844999 W J ..r qq:g 0 35 A v VIINIDN3 01'00_ 1 Ml 0.1 N.00 N - - - - - - - ww Site Name: C I 44MOSEMEAD OVLY - C 144 kk Exhibit B- I Business Unit 4:844999 - - - - - - - - - - - - - - - - - - - X9 F9 o nl HI l 'mow I .. .. . . ........... 9t "ji 9X I yu ..........._.911._..__. ....... i 3Y Ij Site Name: CI 44/ROSEM EA D OVLY - C 144 12 ExhibitB-1 Business Unit #: 844999 X�ell 3 s T 'ysXd: p gyVP t p�ar3 " �€ X '• ' pp�Ep 1� a gyy ii tsep ° v }twbW q @ f R !h hA?AAAb n SF Y 1100i6iia £l: X ? a 8a X a X 7! pt114n i§ 1. mi p6is11 CAP 1+44 gp34a�� 6p� AAhA 11h4a a+b j' h+ lifyywapgi fill 11111 g X �6� y�� b{� ga! j! �s n •l t ha i i,;c� a s 1 tl4y Xy� tl44 g € 9a ItY4 ! 3446 py V�S d% EhaX4 h5! b pt� 4 •J fab 1 if 19 R im, p 1011111141; 4 i1'1911114 Site Nwne: C I 44/ROSEMEAD OVLY • C 144 13 Exhibit B-1 Business Unit 4: 844999 Exhibit C Generator Project Site Name: C1441ROSEMEAD OVLY - C144 14 Exhibit C Business Unit #: 844999 98898001. # WdFt 01 �pfit qq ! € a} Ei °gF 5 ig .idt(6��5j#6 QQ Z#�jj5 Z U t1J @@ptj• lFI3 � fft 11181 III8d W Q O Q W H i B # 9d� € d 4F de E g�:�tyi•�j W aLu Z �t W U 3 0o o Z �' � •'t°F F CO O ♦x O r g 0 o 0)Z z "6�•pRi$ S !•6g6A O w '1 o� $3 UEMi To 1 ••Y.yn aiaa�6 ) M.............. ri gg! w OWO z Iii a$a qq • W $ @@S n gg g yebtu Io f 8 S a 4 d$0Q0Q y9y9�e{y{yegJ�gJyyyy JgJg •ALIY�i pe• QFQF P jMa yyd$O$ y M 3�� N i�X S� Y 3 Site Name: C1441ROSEMEAD OVLY - C144 14 Exhibit C Business Unit #: 844999 4a y 4 8y g p "-�yyyy Jil$� T 'R ma.m rruaavmw a e� V 9£658001 !# V4 ills tlyg fyg�#§8i felop �qYp 5 l �B5 YpQ$Ep�8 1"r� fpg 1®" p� y" f @CQ6� Y1 Ep Yji3 9 + � �gE%y1{`� "F gifi�w�g S p yy 8�IIypyp p ybe� Q e i Y YF i9 Y � BSReiYQe ,R !I, pili 1111, 1 of 1#01 dill, 11 g all 4 4 YQ V jj F �$ � �g661 � M6Q � � R Y l i� �E i1 Y�♦ g"� (� C Y tl1� � q�QIN �� j 1 jigA1zI9 6yK99 ggiE+{ 8Qi t5e� yy� f9y9@ 4S}(Y y93gy� 11 �Cgd IY, ° Y �! 9gi8 YOB Y"� s 6@9 1� 4 Y 6 2F $ lit �1 Icy lip I1 il" #y� Qf' �� � Q�4 Yy Y 9✓ E�° 111111111 1 11 �i 919 tI A Q #� 49loll gg &ox P ° jSYE gig I III 1i�j1 fgj1 SII"ygI Y r jig ° g 14} 3 gig rq+q+q Y tlBQ�f l444 SBg fill � .E�" yg111p1 e� � ty( {q y QQi �1X a ®:�i,pt Pr��� � iY 1111199g$gq hi( pYlyE iY g�B: 9 /Q Y Q y i f 3 �FY E fi Q � y�1� iM� y�Pi Y �Yi IERB yF L [[[g i 8f it q 3� r prqMe�Ily gg@yy 1 f; �1 tlI Qe RQ y A $$ESA ggE9�Qi �tl @�jj4 a Site Name: C 144/ROSEMEAD OVLY - CI44 Is Exhibit C Business Unit N: 844999 06 9ces8004 :# v=1 Gy it [71 opt Site Name: C 1441ROSEMEAD OVLY - C 144 16 Exhibit C Business Unit #: 844999 Site Name: C I44/ROSEMEAD OVLY - C 144 17 Exhibit C Business Unit #: 844999 9G Y ��E Illy1° � �e a a tpp[ B !1 �7 se99e001.:# vd 6 � �p y€y °a,a IN °e °a 2iu It � Y A4If dY .PFS � I JFAVI V= -=14 --------------- g Y.4 ilw y$ YjyEC' p A 5 Site Name: C I44/ROSEMEAD OVLY - C 144 17 Exhibit C Business Unit #: 844999 ON Jk; L seeseo0 W v� u y abY Fy gi))iB 8"pqpq § Y 4 ry y 'i jj9 4Q �F �44. :4•.o- . {� I n� erg a, a Sife Name: C 144/ROSEMEAD OVLY - C144 18 Exhibit C Business Unit N: 844999 G tl 9 "'a[q' 1 gig 9 �` � m.siawitiWammra a u ° }r 8 SC89800l '# VA u '131 d y tall �i �5� L 1 I I I III 11 �Q b d 8 R Nil � Ri $ d � Yy Ogg ��'�� � � #i �en �y �� F yye qy 5 dyp gp EbQ gee P�PEgyyqgg ii Y YYy4 yyyy BBH 3a 94RB��P�Fi e � � yy84 (E y[ ggg @ '1 9 k g8i c I � b4 b Y� 68 � Fg�gi tlB �....._R �tltl I g lfB�p �pZ+ 1115It ®® as a4 @ d Se�R B E ��"aa�GGy� i� 9 9E111 ypi9jyi [ pp 8a'�jee¢¢ A�`Q" Y�i �,d',dp Y E�@��q�R` i 1 Y=3+g"pYg�`Ew �8� N 'f8�fp Jig Ila! 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[.r•..-rr-�d_I.ri:)�•.• 0 0 fro>.•:y:•:e•oy } ' O A•o �KpoO e•aI k'� iA !7 71 4V syr e,•,. ply, e..,.i•,n,•f;;^ 7 0 0 � D 5xR Kea. i rq 0 0 UNION Site Name: C144/ROSEMEAD OVLY-CI44 27 ExhibilC Business Unit 4: 844999 WHEN RECORDED RETURN TO: Prepared by: Parker Legal Group, PC 600 West Broadway, Suite 700 San Diego, California 92101 Space above this line for Recorder's Use A.P.N. 8592-018-902 Prior Recorded Document(s) in Los Angeles County, California: November 30, 1992, at 11192-2221832 MEMORANDUM OF AMENDMENT TO GROUND LEASE This Memorandum of Amendment to Ground Lease is made effective this V— day of 202�_ by and between the CITY OF ROSEMEAD, a municipal corporation ("La dlord"), with a mailing address of 8838 East Valley Boulevard, Rosemead, California 91770, and CCATT LLC, a Delaware limited liability company ("Tenant"), with a mailing address of 2000 Corporate Drive, Canonsburg, Pennsylvania 15317. 1. Landlord and Los Angeles Cellular Telephone Company, a California general partnership ("Original Tenant") entered into a Ground Lease dated December 15, 1989 (the "Original Agreement"), a memorandum of which was recorded in the official records of Los Angeles County, California (the "Official Records") on November 30, 1992 at Instrument No. 92- 2221832, whereby Original Tenant leased certain real property, together with access and utility easements, located in Los Angeles County, California from Landlord (the "Premises"), all located within certain real property owned by Landlord (the "Property'). The Properly, of which the Premises is part, is more particularly described on Exhibit A attached hereto. 2. The Original Agreement was amended by that certain (i) Addendum to Ground Lease dated December 15, 1989 (the "First Addendum"), (ii) Second Addendum to Ground Lease dated December 15, 1994 (the "Second Addendum"), (iii) Third Addendum to Ground Lease dated December 15, 1999 (the "Third Addendum"), (iv) Fourth Addendum to Ground Lease dated June 15, 2001, which was later terminated on September 24, 2002, (v) Fifth Addendum to Ground Lease dated December 15, 2004 (the "Fifth Addendum"), (vi) First Amendment to Ground Lease dated September 4, 2007 (the "First Amendment"), and (vii) Second Amendment to License Agreement dated January 25, 2012 (the "Second Amendment") (hereinafter the Original Agreement and all subsequent addenda and amendments are collectively referred to as the "Agreement", "Lease" or "License Agreement"), Site Name: CI44lROSEMEAD OVLY - C144 Business Unit Y: 944999 Documentary Trmsfer Tax $ _ Computed full value of property _Computed full value less liens k encumbrances remaining at time ofsale _ Computed full value of lease surpassing the 35 -year term limit —Computed leased area of the property _ Exempl-remaining team lemr with renewal options is 35 years or less Thrifly Y. County of Los Angeles (1989) 210 Cal.App.3d 881 3. CCATT LLC is currently the tenant under the Agreement as successor in interest to the Original Tenant. 4. The Original Agreement had an initial term that commenced on December 15, 1989, and expired on December 14, 1994. The Second Addendum, Third Addendum and Fifth Addendum extended the term for an additional five (5) years each. The First Amendment set forth a new initial five (5) year term that commenced on October 1, 2007. The Second Amendment set forth a new initial five (5) year term that commenced on October 1, 2012, and expired on September 30, 2017. The Second Amendment provides for two (2) additional terms of five (5) years each, one (1) of which was exercised by Tenant. According to the Second Amendment, the final extension expires on September 30, 2027. 5. The Premises may be used for the purpose of constructing, maintaining and operating a communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and uses incidental thereto. 6. Landlord and Tenant have entered into a Third Amendment to Ground Lease (the "Third Amendment"), of which this is a Memorandum. 7. By the Third Amendment, Landlord and Tenant expanded the Premises to include additional space, which consists of approximately seventy (70) square feet of real property adjacent to the existing Premises at a location more particularly depicted in the Third Amendment. 8. In the event of any inconsistency between this Memorandum and the Third Amendment, the Third Amendment shall control. 9. The terms, covenants and provisions of the Third Amendment shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of Landlord and Tenant. 10. This Memorandum does not contain the social security number of any person. It. A copy of the Third Amendment is on file with Landlord and Tenant. [Execution Pages Follow] Site Name: C 144/ROSEMEAD OVLY - CI44 Business Unit 4: 844999 IN WITNESS WHEREOF, hereunto and to duplicates hereof, Landlord and Tenant have caused this Memorandum to be duly executed on the day and year first written above. LANDLORD: CITY OF ROSEMEAD, a municipal corporation Al Name: loris Molleda Print Title: City Manager A notary public or other officer completing this certificate verifies only the identity -4A e individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss. COUNTY OF Los Angeles ) On MjYIQ k%tU2` before me, Natalie Haworth Notary Public, personally appeared Gloria Molleda who proved to me on the basis of satisfactory evidence to be the person whose namesf4 ishrrc subscribed to the within instrument and acknowledged to me that 4@AheAhga ,executed the same inkialherAheir authorized capacitytje<, and that by hWherAW4 signature(,Won the instrument the person(,w , 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 NATALIE HAWORTH Notary Public • California kw,6 i Los Angeles County l�+bas`. Commission 12272060 SIGNATURE OF OTARY PUBLIC ' � My Comm. Expires OeC 20, 2022 ' (Seal) [Tenant Execution Page Follows] Site Name: C144/ROSEMEAD OVLY -CI44 Business Unit H: 844999 TENANT: CCATT LLC, a Delaware limited liability company By: Print Name: Me ie epi -- Print Title: Senior Transaction Mariager State of Texas County of 4,94-6-4 Before me, '� O�t�6 a%2r f a Notary Public, on this day personally appeared It z� 4 w�hV Y.-a,lnrfi4- KY of CCATT LLC, a Delaware limited liability company, known to me (or proved to me on the oath of or through driver's license, state id card, resident id card, military id card, or passport) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she/he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this -4 day of JtY e 20 "��. (Personalized Seal) rRC: E✓ERT '.Q f0(1VPbo-S.3 'v•....,.p. Goro�*�J:xpiraA 62-2-202< Nwaf ID I 559 v 2�,�„flf39 Site Name: C 144n2OSEMEAO OVLY - C 144 Business Unit M: 844999 Notary Public's Signature EXHIBIT A (Legal Description of the Property) THOSE PORTIONS OF LOTS 2 AND 3, TRACT NO. 1812, IN THE CITY OF ROSEMEAD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 20, PAGE 193, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, WHICH LIE EASTERLY OF A LINE WHICH IS PARALLEL WITH AND 728.44 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE EASTERLY LINE OF SAID LOT 3. EXCEPTING THEREFROM THOSE PORTIONS THEREOF WHICH LIE WITHIN THOSE CERTAIN PARCELS OF LAND DESCRIBED AS PARCELS I AND 2 IN DEED TO ROSEMEAD SCHOOL DISTRICT OF LOS ANGELES COUNTY, RECORDED AS DOCUMENT NO. 2534, ON AUGUST 9, 1948, IN BOOK 27924, PAGE 391, OF OFFICIAL RECORDS, IN THE OFFICE OF SAID RECORDER. LESS AND EXCEPTING THE PROPERTY CONVEYED TO THE CITY OF ROSEMEAD FROM COUNTY OF LOS ANGELES, IN A DEED DATED JULY 18, 1963 AND RECORDED FEBRUARY 19, 1964, IN INSTRUMENT NO. 3703, LOS ANGELES COUNTY, CALIFORNIA. FURTHER LESS AND EXCEPTING THE PROPERTY CONVEYED TO ROSEMEAD SCHOOL DISTRICT OF LOS ANGELES COUNTY FROM LOS ANGELES COUNTY, IN A DEED DATED APRIL 13, 1948 AND RECORDED JULY 7, 1948, IN INSTRUMENT NO. 2534, LOS ANGELES COUNTY, CALIFORNIA. PARCEL ID#: 8592-018-902 THIS BEING A PORTION OF THE PROPERTY CONVEYED TO CITY OF ROSEMEAD, A MUNICIPAL CORPORATION FROM COUNTY OF LOS ANGELES, A BODY CORPORATE AND POLITIC, IN A DEED DATED SEPTEMBER 22, 1964 AND RECORDED DECEMBER 8, 1978, IN INSTRUMENT NO. 78-1368184, LOS ANGELES COUNTY, CALIFORNIA. Silo Name: C144MOSEMEADOM-CI44 5 Exhibit Business Unit 9: 844999 page 1 of 1 ACO CERTIFICATE OF LIABILITY INSURANCE D03/28/2022YI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riehts to the certificate holder in lieu of such endorsement(s), PRODUCER Willis Towers Watson NortMaat, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 OSA INSURED Crown Castle International See Attached Named Insured List 8020 Katy Freeway Houston, TX 77024 Crown Castle International INSURERA: Continental Casualty Company 20443 I INBURER B: Be XXahirs Hathaway Specialty Insurance Carol 22276 1 INSURER C: Continental Insurance Company 35289 INSURER D: PrIVFRAnrq r:FRTIFWATF NIIMRFR- U24268857 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. AUTHORED REPRESENTATIVE Iiso,.... LTR TYPE OF INSURANCE "AODL SUER POLK)YNUNBER MMIILDI Y M�M,0IWY VY UMTS 8838 GST VALLEY BLVD X COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE$ 2,000,000 X� 1,000,000 CLAIMS -MADE OCCUR , PREMISES LEa ocwen rrcel$ A ! MED EXP (Any one erwn) $ 51 000 7018331477 04/01/2022I04/01/2023 PERSONAL A ADV INJURY $ 2,000,000 GEN'L AGGREG_ ATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $ 11000,000 %0 POLICY /ECTPO '_ LOC II PoP PRODUCTS - COMPIOP AGO S 4,000,000 OTHER: $ AUTOMOBILE LIABILITY !, COM BINED SINGLE LIMIT ',$ (Ea aced 2,000,000 X ANY AUTO BODILY INJURY(P., person) $ A OWNED SCHEDULED i-04/01/2023 BVA 7018331432 04/01/2022;! BODILY INJURY( Per aaidem) S AUTOS ONLY AUTOS HIRED NON -OWNED PROPERTY DAMAGE $ ' AUTOS ONLY LY iPer.AcpiCenl) _ s X !UMBRELLA LIAR X OCCUR !i EACH OCCURRENCE $ 510001000 B ',. EXCESS UAB = CLAIMS�MAOE '04/01/2023' 47 -VNO -303M5 -OB 04/01/2022,, 'AGGREGATE $ 3,000,000 _ DEDX i RETENTION$ 25,000 ' $ WORKERS COMPENSATION X STATUTE - EOAH FEF YE 'DABI YIN L 11000,000 C ANYPROPRIETORIPARTNER/EXECUTIVE '04/01/2022'04/Ol/2023 E.L. EACH ACCIDENT [S OFFICAND 7 pa ,NIA WC701B331446 REXCLUDED. ❑ _. - 1,000,000 (Mandatory InWi (MerMatory In NN) �. E L. DISEASE � EA EMPLOYEE $ II es, deumbe .,,der ! i DESCRIPTION OF OPERATIONS bebw E.L. DISEASE POLICY LIMIT $ 11000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addllbml Romana Schedule, may be WracMd It more space is required) BO #844999 - 9101 EAST MISSION, ROSEMILAD, CA 91770 PORTIFIPATF Hill ncm CANCELLATION ® 1988-2015 AGUHU GOHPUHA I IUN. All rlgnis reserveo. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD as Io: 22366978 aarcH: 2463952 2 of 3 22642 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORED REPRESENTATIVE CITY OF R08EMEAD 8838 GST VALLEY BLVD ROSE) , G 91770 ® 1988-2015 AGUHU GOHPUHA I IUN. All rlgnis reserveo. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD as Io: 22366978 aarcH: 2463952 2 of 3 22642 Crown Castle International Corp. Consolidated Subsidiaries as Named Insureds AirComm of Avon, LLC Atlantic Coast Communications LLC CC Edge LLC CC Holdings GS V LLC CC Site Acquisitions 11 LLC CC Strategic Investment Corp. CC TM PA LLC CC Towers Guarantor LLC CC Towers Holding LLC CCATT Holdings LLC CCATT LLC CCATT PR LLC CCGS Holdings Corp. CCPR VI Tower Newco LLC CCS & E LLC CCTM Holdings LLC CCTM1 LLC CCTM2 LLC CCTMO LLC ComSite Venture, Inc. Coverage Plus Antennas Systems LLC Crown Atlantic Company LLC Crown Castle AS LLC Crown Castle Atlantic LLC Crown Castle CA Corp. Crown Castle Fiber Enterprise LLC Crown Castle Fiber Holdings Corp. Crown Castle Fiber LLC Crown Castle GS III Corp. Crown Castle GT Company LLC Crown Castle GT Corp. Crown Castle GT Holding Sub LLC Crown Castle International Corp. Crown Castle International LLC Crown Castle Investment Corp. Crown Castle Investment II Corp. Crown Castle MU LLC Crown Castle MUPA LLC Crown Castle NG East LLC Crown Castle Operating Company Crown Castle Operating LLC Crown Castle Orlando Corp. Crown Castle PR LLC Crown Castle PR Solutions LLC Crown Castle Puerto Rico Corp. Edition Date. 1012021 Crown Castle Solutions LLC Crown Castle South LLC Crown Castle Towers 05 LLC Crown Castle Towers 06-2 LLC Crown Castle Towers 09 LLC Crown Castle Towers LLC Crown Castle USA Inc. Crown Communication LLC Crown Communication New York, Inc. Fibertech Facilities Corp. Global Signal Acquisitions II LLC Global Signal Acquisitions III LLC Global Signal Acquisitions IV LLC Global Signal Acquisitions LLC Global Signal GP LLC Global Signal Holdings III LLC Global Signal Operating Partnership, LP GoldenState Towers LLC GS Savings Inc. GSPN Intangibles LLC High Point Management Co. LLC ICB Towers LLC Interstate Tower Communications LLC Intracoastal City Towers LLC Light Tower Clearinghouse LLC Md7 Capitol One, LLC MW Cell Reit 1 LLC MW Cell TRS 1 LLC OP LLC OP 2 LLC Pinnacle Towers Acquisition Holdings LLC Pinnacle Towers Acquisition LLC Pinnacle Towers Asset Holding LLC Pinnacle Towers Canada Inc. Pinnacle Towers 111 LLC Pinnacle Towers Limited Pinnacle Towers LLC Pinnacle Towers V Inc. PR Site Development Corporation Radio Station WGLD LLC Shaffer & Associates, Inc. Sidera Networks UK Limited (UK) Sierra Towers, Inc. Tower Development Corporation Tower Systems LLC Crown Castle International Corp. Consolidated Subsidiaries as Named Insureds Tower Technology Company of Jacksonville LLC Tower Ventures III LLC TowerOne Partners, LLC TriStar Investors LLC TVHT LLC WCP Wireless Lease Subsidiary, LLC WCP Wireless Site Funding LLC WCP Wireless Site Holdco LLC WCP Wireless Site Non -RE Funding LLC WCP Wireless Site Non -RE Holdco LLC WCP Wireless Site RE Funding LLC WCP Wireless Site RE Holdco LLC Edition Date: 10/2021 3 of 3 22642 0 8 June 23, 2015 City of Rosemead Ms. Gloria Molleda City Clerk 8838 East Valley Boulevard Rosemead, CA 91770 Re: LAC144 -01 ROSEMEAD City Clerk: at &t 149 F!Inge,Am_ I" it Tustin. CA 92780 RECEIVED CT' OF ROSEMEAD JUL 13 2015 CITY CLEJRK'S OFFICE aY: General Order 159 -A (GO- 159-A) of the California Public Utilities Commission (CPUC) requires cellular carriers to send a notification letter of a utility's intent to construct a cellular facility to CPUC's Safety and Enforcement Division within 15 business days of receipt of all requisite local land use approvals. The notification letter shall state that such approvals have been received, or that no land use approvals are required. As set forth in GO 159 -A, copies of the notification letter are required to be served concurrently by mail on the local governmental agency. Where the affected local governmental agency is a city, service of the notification letter to the city shall consist of service of separate copies of the notification letter upon the City Manager, the City Planning Director and the City Clerk. In order to comply with these requirements, I have enclosed a copy of the notification letter for our project within your city limits. If you have any questions or require additional information, please contact Mark Rivera, Area Ma ver, AT &T Mobility Construction and Engineering at mr3921 @att.com. ConlractlSourcing Specialist AT &T Mobility Attachments 1. Project Location: Site Number: Site Address: County: Location: Assessor's Parcel Number: 2. Project Description: Number of Antennas to be installed: Tower Design: Tower Appearance: Tower Height Building Size(s): ATTACHMENT A LAC144 -01 ROSEMEAD 9101 East Mission Drive Rosemead, CA 91770 Los Angeles 34 -05 -10.56 N 118 -04 -12.14 W 8592 -018 -902 3 new (9 existing) Existing Monopole 4 Antennas per sector, 3 sectors 77' overall height 28'x 12' sq ft shelter lease area 3. Business addresses of all Local Government Agencies: City of Rosemead 8838 East Valley Boulevard Rosemead, CA 91776 4. Land use approval: u at&t NAD 83 On June 8, 2015 the City of Rosemead administratively stamped and approved over the counter the modification to a Wireless Telecommunication Facility at 9101 East Mission Dr., Rosemead, CA 91770. No appeal period was listed. C CROWN Cv CASTLE October 22, 2014 City of Rosemead 8838 East Valley Blvd. Rosemead, CA 91970 Via Federal Express Crown Castle 38 Technology Drive. Suite 250 Irvine. CA 92618 RE: BU #844999 C144 /Rosemead OVLY —Cr44 Ground Lease, dated 12/15/1989, First Amendment to Ground Lease, dated 9/4/2007, Second Amendment to License Agreement, dated 1/25/2012 Consent for Modification Dear Iandlord: As you are aware CCATT LLC ( "CCATT"), CCATT is the lessee under the lease. CCATT manages and operates the tower site that is subject to the Lease on behalf of AT &T. CCATT is a Crown Castle company. CCATT and its affiliates and subsidiaries own, manage and operate shared wireless communication facilities. In order to better serve the public and minimize the amount of towers in an area where a Lease is located, AT &T plans to modify its equipment at the wireless communication facility. AT &T has authorized CCATT to contact you and request consent to modification of the existing equipment. Pursuant to Section 39 of the Addendum to Ground Lease, AT &T is required to obtain your consent for modification of the facility. Therefore, CCATT, on behalf of AT &T, respectfully requests your consent to the modification. Please indicate your consent by executing this letter where indicated below and return the original of same to the address indicated above. Thank you for your continued cooperation with AT &T and CCATT. If you have any questions concerning this issue, please contact me at (949) 930 -7455, or at irene.falcone.contractorfinerowncastle com should you have any questions. Sincerely, Agreed and acce tad this A" day Irene Falcone Real Estate Specialist (Contractor) / /if /x64e43 /ma The Foundation for a Wireless World. CrownCastle.com %I„: �, UH ,, �.,, 1,( " ,1 „UM LWI 14:.1• (lll A('II. %IFgNE2 \: W iV NI\ Pbu��l m, 11�VAIl November 4, 2014 Attn: Irene Falcone Crown Castle 38 Technology Drive, Suite 250 Irvine, CA 92618 City of W9semead INi [ % %IIIl µlIHI( UI)POBQr390 aU11 %IF VU. LdLII ()FN I4917IlI I LLI.I'l l0AI 16]61,(9 -> 100 I'4S 1b21, ;17 IPIS Re: BU #844999 C144/Rosemead OVLY -CI44 Dear Ms. Falcone Enclose please find an original executed ground lease letter agreement Consent for Modification. If you have any questions, please feel free to contact our office at (626) 569 -2177. Sincerely, Ericka Hernandez Assistant to the City Clerk CEM Construction EnClnSoo,: Consent for Modification Letter 2014 ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: JEFF ALLRED, CITY MANAGER DATE: January 24, 2012 SUBJECT: SECOND AMENDMENT TO LICENSE AGREEMENT FOR AT &T CELLULAR SITE AT ROSEMEAD PARK SUMMARY On December 15, 1989, the City of Rosemead entered into a Ground Lease with LA Cellular for space at 9101 East Mission Drive (adjacent to the Public Services maintenance yard at Rosemead Park) to construct and maintain a cellular site. That lease has been amended six times since its original form and ownership of the site transferred twice. AT &T currently holds the lease, which is set to expire at the end of September 2012. AT &T has proposed an extension of the lease for a term of five years with an option for an additional two (2) five -year terms with increases of 15% in rental fees at the beginning of each five -year term (2012, 2017, 2022). AT &T currently pays $2,168.38. With City Council approval of an extension, the monthly rent will increase to $2,493.67 effective October 1, 2012. Recommendation: That the City Council authorize the City Manager to enter into Second Amendment to License Agreement, in a form approved by the City Attorney, with AT &T for an initial term of five years to commence on October 1, 2012 with options for two additional five year terms effective 2017 and 2022. FINANCIAL IMPACT Authorization of the agreement will result in an additional $19,517.40 in revenue for the first term and further increases for subsequent approved terms. 4o- III Market: Los Angeles Cell Site Number: C144 Cell Site Name: Rosemead Fixed Asset Number: 10085836 SECOND AMENDMENT TO LICENSE AGREEMENT THIS SECOND AMENDMENT TO LICENSE AGREEMENT ( "Amendment "), dated as of the latter of the signature dates below, is by and between The City of Rosemead, a municipal corporation, having a mailing address of 8838 East Valley Blvd., Rosemead, CA 91770 (originally referred as "Landlord ", hereinafter referred as "Licensor ") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 (originally referred as "Tenant ", hereinafter referred as "Licensee "). WHEREAS, Licensor and Licensee entered into a Ground Lease dated December 15, 1989 ( "Ground Lease "), of which an Addendum to Ground Lease dated December 15, 1989, a Second Addendum to Ground Lease dated December 15, 1994, a Third Addendum to Ground Lease dated December 15, 1999, a Fourth Addendum to Ground Lease dated June 15, 2001, which was later terminated on September 24, 2002, and a Fifth Addendum to Ground Lease dated December 15, 2004, were incorporated as part of the Ground Lease. The Ground Lease was amended by that certain First Amendment to Ground Lease dated September 4, 2007, whereby Licensor leased to Licensee certain Premises, therein described, that are a portion of the Property located at 9101 East Mission, Rosemead, CA 91770 (originally referred collectively as the "Lease ", hereinafter referred collectively as the "License Agreement "); and WHEREAS, Licensor and Licensee desire to amend the License Agreement to extend the term of the License Agreement; and WHEREAS, Licensor and Licensee desire to adjust the rent in conjunction with the modifications to the License Agreement contained herein; and WHEREAS, Licensor and Licensee desire to amend the License Agreement to modify the notice section thereof; and WHEREAS, Licensor and Licensee desire to amend the License Agreement to permit Licensee to add, modify and /or replace equipment in order to be in compliance with any current or future federal, state or local mandated application, including but not limited to emergency 911 communication services; and WHEREAS, Licensor and Licensee, in their mutual . interest, wish to amend the License Agreement as set forth below accordingly. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows: 1. Extension of Term. The Term of the License Agreement shall be extended to provide that the License Agreement has a new initial term of five (5) years commencing on October 1, 2012 ( "Commencement Date "). Licensee shall have the right to extend the Term of this License Agreement for two (2) additional terms of five (5) years each (each an "Additional Term "). The terms and conditions for each Additional Term shall be the same terms and conditions as in this License Agreement, except that the Rent shall be increased as set forth herein below. This License Agreement shall automatically be extended for each successive five (5) year Additional Term unless Licensee notifies Licensor in writing of Licensee's intention not to extend this License Agreement at least sixty (60) days prior to the expiration of the first Term or any Additional Term. The New Initial Term, the Additional Term are collectively referred to as the Term ( "Term "). 2. Rent. Section 5 of the Ground Lease is hereby deleted in its entirety and replaced with the following: 3 -2010 Amendment MODIFICATION OF RENT. Commencing on the Commencement Date, the Rent payable under the License Agreement shall be $2,493.67 per month, and shall continue during the Tenn, subject to adjustment, if any, as provided below. Licensee shall pay Rent to Licensor in advance on or before the fifth (5's ) day of each month during the Term. FUTURE RENT INCREASES/MONTHLY PAYMENTS. In year one (1) of each Additional Term, the monthly Rent shall be increase by fifteen percent (15 %) over the Rent paid during the previous Term or Additional Tenn. 3. Notices. Section 30 of the Ground Lease is hereby deleted in its entirety and replaced with the following: NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows. If to LICENSOR: City of Rosemead Attn: City Manager 8838 East Valley Blvd Ref: Maintenance Yard Rosemead, CA 91770 If to LICENSEE: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration Re: Cell Site # C144 Cell Site Name: Rosemead Fixed Asset #: 10085836 12555 Cingular Way, Suite 1300 Alpharetta, GA 30004 With copy to: New Cingular Wireless PCS, LLC Attn: Legal Department Re: Cell Site # C144 Cell Site Name: Rosemead Fixed Asset #: 10085836 (U.S. Mail) P.O. Box 97061 Redmond, WA 98073 -9761 (ovemightcourier) 16331 NE 72nd Way, RTCI Redmond, WA 98052 The copy sent to the Legal Department is an administrative step which alone does not constitute legal notice. Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein. 4. Emergency 911 Service. In the future, without the payment of additional rent and at a location mutually acceptable to Licensor and Licensee, Licensor agrees that Licensee may add, modify and/or replace equipment in order to be in compliance with any, current or future federal, state or local mandated application, including but not limited to emergency 911 communication services. 5. Memorandum of License Agreement. Either party will, at any time upon fifteen (15) days prior written notice from the other, execute, acknowledge and deliver to the other a recordable Memorandum of License Agreement substantially in the form of the Attachment 1. Either party may record this memorandum at any time, in its absolute discretion. 6. Other Terms and Conditions Remain. In the event of any inconsistencies between the License Agreement and this Amendment, the terms of this Amendment shall control. Except as expressly set forth in this Amendment, the License Agreement otherwise is unmodified and remains in full force and effect. Each reference in the License Agreement to itself shall be deemed also to refer to this Amendment. 7. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined in the License Agreement. [SIGNATURE PAGE TO FOLLOW 3 -2010 Amendment IN WITNESS WHEREOF, the parties have caused this Amendment to be effective as of the last date written below. LICENSOR: City of Rosemead, a municipal corporation By: Prir Its: Dat LICENSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT &T Mobility Corporation Its: Manager By: Print ame: MIYX_ %1 \JGYk Its: VCWJZA- Date: 3 -2010 Amendment LICENSOR ACKNOWLEDGEMENT State of California County of Ir,5 hwte5 (� On �quQ_� 25, 2012. before me, Eric kw tfEfIIGIIdCJy 01� 'F klie_ (insert name and title of the o er) personally appeared i e C L A 1 1 re-cl on the basis of satisfactory evidence to be the personal whose namew0are acknowledged to me that C)she /they executed the same in (Dher /their his er /their signature(4 on the instrument the person, or the entity upo executed the instrument. who proved to me subscribed to the within instrument and authorized capacity(.ieg), and that by 1 behalf of which the personol acted, 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 r4. ERICKA MERNANDEZ Commission # 1803512 u 'Notary Public • California Los Angeles County My Comm. Expires Jun 24, 2012 (Seal) 3 -2010 Amendment LICENSEE ACKNOWLEDGEMENT State of California County of LdS T--S ) 1cj 1 (�k I before meC personally appeared "MA" ' I on the basis of satisfactory evidence to be the perso acknowledged to me that he /s�'<tw executed the his /her:Al5e�rsignature�o on the instrument the perso executed the instrument. kly-r. r 1 IA N U Q C (insert name and title of the officer) (i , who proved to me whose nameK is /�Pe subscribed to the within instrument and same in his/hwiA! if' authorized capacity(iasj; and that by 7r" or the entity upon behalf of which the personae} acted, I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph and correct. QCHRISTINA M. WAGER My Commission # 1842203 < Notary Public - California WITNESS my hand d fficial s i Orange County Comm. Expires Mar 27. 2013 Signa (Seal) is true 3 -2010 Amendment When Recorded Return to: New Cingular Wireless PCS, LLC Attn: Network Real Estate Administration 12555 Cingular Way, Suite 1300 Alpharetta, GA 30004 APN: 8592- 018 -902 Cell Site No: C144 Cell Site Name: Rosemead Fixed Asset Number: 10085836 State: California County: Los Angeles Above This Line For Recorder's Use Only) MEMORANDUM OF LICENSE AGREEMENT This Memorandum of License Agreement is entered into on this 2?- day of 2012., by and between The City of Rosemead, a municipal corporation, having a mailing address of 8Mast Valley Blvd., Rosemead, CA 91770 (originally referred as "Landlord ", hereinafter referred as "Licensor ") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 (originally referred as "Tenant ", hereinafter referred as "Licensee "). Licensor and Licensee entered into acertain Ground Lease dated December 15, 1989 ( "Ground Lease "), of which an Addendum to Ground Lease dated December 15, 1989, a Second Addendum to Ground Lease dated December 15, 1994, a Third Addendum to Ground Lease dated December 15, 1999, a Fourth Addendum to Ground Lease dated June 15, 2001, which was later terminated on September 24, 2002, and a Fifth Addendum to Ground Lease dated December 15, 2004, were incorporated as part of the Ground Lease. The Ground Lease was amended by that certain First Amendment to Ground Lease dated September 4, 2007 (originally referred collectively as the "Lease ", hereinafter referred collectively as the "License Agreement"), and as amended by that certain Second Amendment to License Agreement dated , 201 for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing are set forth in the License Agreement. 2. The Lease initially commenced December 15, 1989 and the parties agree to further extend the Lease for a new initial term will be five (5) years ( "New Initial Term ") commencing on October 1, 2012, with two (2) successive five (5) year options to renew. 3.. The portion of the land being licensed to Licensee (the "Premises ") is described in Exhibit I annexed hereto. 4. This Memorandum of License Agreement is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the License Agreement, all of which are hereby ratified and affirmed. In the event of a conflict between the provisions of this Memorandum of License Agreement and the provisions of the License Agreement, the provisions of the License Agreement shall control. The License Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the License Agreement. 3 -2010 Amendment IN WITNESS WHEREOF, the parties have caused this Memorandum of License Agreement to be effective as of the last date written below. LICENSOR: The City of Rosemead, a municipal corporation Prepared by: Coastal Business Group, Inc. 16460 Bake Parkway, Suite 100 Irvine, CA 92618 LICENSEE: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT &T Mobility Corporation Its: ,...,.,. --- By: Prin Its: Dat 3 -2010 Amendment EXHIBIT 1 DESCRIPTION OF PREMISES Page 1 of i to the Memorandum of License Agreement dated , 201, by and between The City of Rosemead, a municipal corporation, as Licensor, and New Cingular Wireless PCS, LLC, a Delaware limited liability company, as Licensee. The Premises are described and /or depicted as follows: Property Legal Description: Those portions of Lots 2 and 3, Tract No, 1812, in the City of Rosemead, County of Los Angeles, State of California, as shown on map recorded in Book 20, Page 193, of Maps, in the office of the County Recorder of said County, which lie Easterly of a line which is parallel with and 728.44 feet Westerly, measured at right angles, from the Easterly line of said Lot 3. EXCEPTING therefrom those portions thereof which Ile within those certain par- cels of land described as Parcels 1 and 2 in deed.to Rosemead School District. of Los Angeles County, recorded as Document No. 2534, on August 9, 1948, in Book 27924, Page 391, of Official Records, in the office of said recorder. 3 -2010 Amendment i LICENSOR ACKNOWLEDGEMENT State of Californian _ County of L.0S@�fs ) (� I On �nt�C� 2Sr 26(2- before me, &&Rc� rrl�egi M'0-i 1.1 Pi)6(1;- � pp //�� (insert name and title of theme) personally appeared 7e.F-F Allr /� , who proved to me on the basis of satisfactory evidence to be the person(j1 whose name(4(g )are subscribed to the within instrument and acknowledged to me that she /they executed the same - in ( herhheir authorized capacityQeg), and that by is er /their signature(M on the instrument the person(4, or the entity upon behalf of which the person(A 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. ERICKA HERNANDEZ Commission N 1803512 WITNESS my hand and official seal. Notary Public - California Los Angeles County Comm. Expires Jun 24, 2012 Signature (Seal) 3 -2010 Amendment LICENSEE ACKNOWLEDGEMENT State of California County of On D6Z:C,H! � Irj ON I before me ) Y ISiI V3A k-1 11 11—>= . 1.k(.l4 ,�1� �� p (insert name and title of the officer) personally appeared �+-r yam_ tit , who proved to me on the basis of satisfactory evidence to be the persono whose nameK is 1p,6 subscribed to the within instrument and acknowledged to me that he /swlw executed the same in his tpeif authorized capacity(iiprand that by his /hz6t�eP signature(4 on the instrument the person(4, or the entity upon behalf of which the personWacted, executed the instrument. I certify under PENALTY OF PER Y under the laws of the State of California that the foregoing paragraph is true and correct. @MY 'CHRISTINA M. WAGER Commisslon /e 1842203 Z : Notary Public - California i WITNESS my hand icial s Z Orange County Comm. Expires Mar 27, 2013 Signature (Seal) 3 -2010 Amendment 1 X cingular • - raising the bar- Via Certified Mail, Return Receipt Requested Tracking Number: 7006 3450 0002 9416 3639 October 9, 2007 CITY OF ROSEMEAD ATTN: City Manager 8838 East Valley Blvd Ref: Maintenance Yard Rosemead, CA 91770 Subject: Notice of Rent Increase for CITY OF ROSEMEAD, Site: 9101 E MISSION Dear Lessor: OCT 2 3 2001 BY.................... Pursuant to the First Amendment to Ground Lease for the aforementioned site, this letter will serve as notification that effective October 1, 2007 we have increased the annual base rent to $24,000.00. One original amendment is enclosed for your files. You have already received $1,315.83 for the period from October 1. 2007 up through and including October 31, 2007. Therefore, I have requested payment in the total amount due of $684.17. The new monthly rent amount will be reflected in the next regular payment after the latter date above. If you have any questions or concerns, please contact this department on our toll free number, 1- 877 -231 - 5447. Please reference on all communications the site name as found on the subject line of this letter to expedite processing of your request. Sincerely, Sarah Williams Real Estate Manager Cingular Wireless Enclosures (1) cc: Cingular Wireless Project Manager— Los Angeles, FA # 10085836 File /CC Cingular Wireless • 6100 Atlantic Boulevard • GAN02 • Norcross, GA 30071 • www.cingular.com Cell Site No: N121093 / C144 /ROSEMEAD_21484 FA No: 10085836 'Site Address: 9101 East Mission, Rosemead, CA 91770 FIRST AMENDMENT TO GROUND LEASE THIS FIRST AMENDMENT TO GROUND LEASE ( "Amendment ") dated as of the later date below is by and between the City of Rosemead, municipal corporation, having a mailing address at Attn: City Manager, 8838 East Valley Boulevard, Ref: Maintenance Yard, Rosemead, CA 91770 (hereinafter referred to as "Landlord ") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, successor in interest to Los Angeles Cellular Telephone Company, a California general partnership, now known as AB Cellular LA, LLC, a Delaware limited liability company D /B /A AT &T Wireless, having a mailing address at 6100 Atlantic Boulevard, Norcross, GA 30071 (hereinafter referred to as "Tenant "). WHEREAS, Landlord and Tenant entered into a Ground Lease dated December 15, 1989, an Addendum to Ground Lease dated December 15, 1989 which was incorporated as part of the Ground Lease of the same date, a Second Addendum to Ground Lease dated December 15, 1994, a Third Addendum to Ground Lease dated December 15, 1999, a Fourth Addendum to Ground Lease dated June 15, 2001, which was later terminated on September 24, 2002, and a Fifth Addendum to Ground Lease dated December 15, 2004, whereby Landlord leased to Tenant certain Premises, therein described, that are a portion of the Property located at 9101 East Mission, Rosemead, CA 91770 (collectively the "Lease "); and WHEREAS, Landlord and Tenant desire to extend the term of the Lease; and WHEREAS, Landlord and Tenant, in their mutual interest, further wish to amend the Lease as set forth below. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: 1. Term. The Term of the Lease shall be amended to provide that the Lease has a new initial term of 60 months ( "New Initial Term"), commencing on October 1, 2007. The Landlord and Tenant may, but are not required to, agree to extend this Lease, after the New Initial Term, upon such terms and conditions as may be mutually agreeable. Any reference herein to "Additional Terms" shall refer to such additional terms as may be agreed upon by the parties hereto. Hereafter, the defined term "Term" shall include the New Initial Term and any applicable Additional Term. 2. Termination. In addition to any rights that may exist in the Lease, Tenant may terminate the Lease at any time with 30 days prior written notice to Landlord for any or no reason. 3. Modification of Rent. Commencing on October 1, 2007, the Rent payable under the Lease shall be $2,000.00 per month, and shall continue during the Term, subject to adjustment, if any, as provided below. Master Template v.14, BDW Deal v.3 -1- Cel► Site No: N121093 / C144 /ROSEMEAD_21484 FA No: 10085836 Site Address: 9101 East Mission, Rosemead, CA 91770 4. Future Rent Increase / Monthly Payments. The Lease is amended to provide that commencing on October 1, 2008, and annually on October 1 thereafter, the cost of living rental adjustment provisions under Section 5 of the Lease shall apply and remain in full force and effect. 5. Acknowledgement. Landlord acknowledges that: 1) this Amendment is entered into of the Landlord's free will and volition; 2) Landlord has read and understands this Amendment and the underlying Lease and, prior to execution of the Amendment, was free to consult with counsel of its choosing regarding Landlord's decision to enter into this Amendment and to have counsel review the terms and conditions of the Amendment; 3) Landlord has been advised and is informed that should Landlord not enter into this Amendment, the underlying Lease between Landlord and Tenant, including any termination or non - renewal provision therein, would remain in full force and effect. 6. Notices. Section 30 of the Lease is hereby deleted in its entirety and replaced with the following: NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows. As to Tenant, New Cingular Wireless PCS, LLC, c/o Network Real Estate Administration, Cell Site #N121093, Cell Site Name C144 /ROSEMEAD, 6100 Atlantic Boulevard, Norcross, GA 30071, with a copy to Attn.: Legal Department New Cingular Wireless PCS, LLC, Re: Cell Site #N121093, Cell Site Name C144 /ROSEMEAD, 5601 Legacy Drive, Suite 3110A, Plano, Texas 75024; and as to Landlord, City of Rosemead, Attn: City Manager, 8838 East Valley Boulevard, Ref: Maintenance Yard, Rosemead, CA 91770. Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein. 7. Other Terms and Conditions Remain. In the event of any inconsistencies between the Lease and this Amendment, the terms of this Amendment shall control. Except as expressly set forth in this Amendment, the Lease otherwise is unmodified and remains in full force and effect. Each reference in the Lease to itself shall be deemed also to refer to this Amendment. 8. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined in the Lease. [NO MORE TEXT ON THIS PAGE— SIGNATURES TO FOLLOW ON NEXT PAGE] Master Template v.14, BDW Deal v.3 2- Cell Site No: N121093 / C144 /ROSEMEAD_21484 FA No: 10085836 Site Address: 9101 East Mission, Rosemead, CA 91770 IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute and seal this Amendment on the date and year below. LANDLORD: City of Rosemead, municipal corporation By: Name: Title: Date: WITNESSED BY: j By: f 11 v Name : Ag\ Title: i�l4yr1� Master Template v. 14, BDW Deal v.3 3- TENANT: New Cingular Wireless PCS, LLC, a Delaware limited liability company By: avv� Name: el Title: Date: I r� a' By: Name: Title: 0 0 CINGULAR WIRELESS LLC (PREVIOUSLY AT &T WIRELESS SERVICES INC.) Term Layer 6/01/04 to 6/01/05 Primary $100M Carrier Participation Policy Number Zurich American $15,000,000 p/o ERP9304587 $100,000,000 Axis Specialty $4,000.000 p/o ALB707341 -04- $100,000,000 Axis Specialty Europe $4,000,000 p/o WB0401813 $100,000,000 Hartford Specialty $2,000,000 p/o GX0002061 $100,000,000 Lloyds of London $13,000,000 p/o WB0401439 $100,000,000 Lexington $22,000,000 p/o WB0401438 $100,000,000 Fireman's Fund $2,000,000 p/o 97122689 $100,000,000 SR International Business $12,000,000 p/o WB0401814 $100,000,000 Commonwealth $2,000,000 p/o US5153 $100,000,000 AWAC $7,500,000 p/o P000455 -003 $100,000,000 Crum & Forester $4,000,000 p/o 244 - 1870748 $100,000,000 Allianz Global Risks US $2,500,000 p/o CLP3004718 $100,000,000 Lloyds (GEP) $10,000,000 of Primary $50,000,000 p/o GEP1149 $100,000,000 Ace Bermuda $5,000,000 p/o $50,000,000 xs - ATTWS00394P02 $50,000,000 Master ID : 1059338 Standard Attachment : CIN i M FIFTH ADDENDUM TO GROUND LEASE THIS ADDENDUM ( "Addendum "), effective as of December 15, 2004 amends that certain lease ( "Lease ") dated December 15, 1989, entered into by and between the CITY OF ROSEMEAD, municipal corporation, as landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, now known as AB Cellular LA, LLC, a Delaware limited liability company DB /A AT &T Wireless as tenant ( "Tenant'). In consideration of the extension of the Lease and other good and valuable consideration, the value and sufficiency of which is hereby acknowledged the parties hereto understand, acknowledge and agree that the Lease is hereby modified and supplemented as follows: Addendum Amends Lease. It is the intention of the parties that the terms of this Fifth Addendum shall supplement and amend the provisions contained in the Lease and the Second and Third Addendums and that in the case of any inconsistency, either express or by implication, the terms of this Fifth Addendum shall control. Addendum 37: Additional Term of Five (5) Years. Pursuant to the provisions of the Lease, as amended by the Addendum, the parties hereto agree to extend the term of the Lease for an additional term of five (5) years, commencing on December 15, 2004 and ending on December 14, 2009. All other terms of the Lease, including the rental and cost of living rental adjustment provisions, shall remain the in full force and effect. CITY OF ROSEMEAD BY: 94ayor ATTE '. City C erk TENANT: AB Cellular LA, LLC, a Delaware limited liability company, d/b /a AT &T Wireless By: LIN Cellular Communications Corporation, a California corporat n its Member - BY: Title: R-0 tor, Technical Ops - So. CA Rta4 R4 Manager GAUL U A O ' Y ' 'MAYOR: I (" \ �7/� V)INa . MARGARETCLARK ¢ � � \V MAYOR PRO TEM: '9+` JAY T. IMPERIAL COUNCILMEMBERS: 1P Ip 4P 8838 E. VALLEY BOULEVARD • P.O. BOX 399 - BILL ALARCON ROSEMEAD, CALIFORNIA 91770 . GARY A. TAYLOR - -_ - TELEPHONE (626) 569 -2100 _ - JOE VASQUEZ „`Oq •� °'� FAX (626) 307 -9218 August 23, 2004 Jeremy Siegel, Real Estate Operations AT & T Wireless 12900 Park Plaza Drive Cerritos, CA 90703 Dear Mr. Siegel: Attached is the Fifth Addendum to Ground Lease signed by Mayor Clark and myself. This item was approved by the City Council at their regular meeting of June 8, 2004. Please have your portion signed and return a copy to me. If you have any questions, please give me a call at 626 569 -2171. Sincerely, NANCY VALDERRAMA City Clerk. 0 0 WAUTWirelgs MEMO TO: Nancy Valderrama FROM: Jeremy Siegel, AT &T Wireless Services CC: DATE: 9/7/04 RE: C144 Rosemead Lease Amendment Ms. Valderrama, I�ECE CITY OF ROSEMEAD SEP 2 g 2004 CIT_CLERK'S OFFIN) Attached is the lease addendum for the existing AT &T Wireless site with the City of Rosemead. Please contact me if you require any further information or have any questions. Thank You, Jeremy Siegel — AT&T Wireless Real Estate Operations 12900 Park Plaza Drive Cerritos, CA 90703 n November 27, 2004 CITY OF ROSEMEAD 8838 E VALLEY BLVD ROSEMEAD, CA 91770 W IAELESS ASSET MANAGEMENT PO Box 2088 Rancho Cordova, CA 95741 -2088 0 RECEIVED CITY OF ROSEMEAD JAN 2 4 2005 CITY CLERK'S OFFICE Re: Lease Amendment between CITY OF ROSEMEAD ( "Landlord ") and AT &T - Wireless ( "Tenant ") executed on December-15,2004 Site: C144 /ROSEMEAD / C144 / 9101 E MISSION Dear Landlord: AT &T Wireless is pleased to have you as our landlord. In compliance with the Amendment, your lease has been extended for an additional 5 year term beginning 12/15/2004 and ending 12/14/2009. Please feel free to contact Wireless Asset Management directly at 888 - 382 -9415 should you have any questions. Thank you for leasing with AT &T Wireless. AT &T Wireless Lease Management Prepared By: 1mS 11/272004 RccordH WAM- 20044651 0 CITY OF ROSEMEAD OCT 10 2002 AT &T AT &T Fixed Wireless Services September 19, 2002 VIA CERTIFIED MAIL.; RETURN RECEIPT REQUESTED City of Rosemead Attn: City Manager 8838 E. Valley Blvd. Rosemead, California 91770 Ref: Maintenance Yard Re: LA 1957 (a/k/a LA 144) 9101 East Mission, Rosemead, California 91770 Dear Sir or Madam: AT&T Wireless Services, Inc. PO Box 97059 Redmond, WA 98073 -9759 (425) 702.7925 City of Rosemead, as Landlord, and Los Angeles Cellular Telephone Company �( "LACTC "), as Tenant, entered into a Ground Lease (the "Original Lease ") dated December 15, 1989 pertaining to the above site (the "Premises"), as amended by (i) an Addendum to Ground LEA between Landlord and LACTC 1989 (the "First Addendum "); (ii) a Second Addendum to Ground Lease effective as of December 15, 1994 between Landlord and Tenant (the "Second Addendum "); (iii) a Third Addendum to Ground Lease dated effective as of December 15, 1999 between Landlord and LACTC, now known as AB Cellular Holding LLC d/b /a AT &T Wireless Services ( "AT &T ") (the "Third Addendum "); and (iv) Fourth Addendum to Ground Lease dated June 15, 2001 between Landlord and AT &T (the "Fourth Addendum "). The Original Lease, First Addendum, Second Addendum, and Third Addendum, but specifically excluding the Fourth Addendum, are collectively referred to in this letter as the "Lease ". This letter is written pursuant to Section 4 of the Fourth Addendum and is AT &T's written notice to you of our termination of the Fourth Addendum as of September 24, 2002 (three days after our mailing of this letter pursuant to Section 30 of the Original Lease) (the "Termination Date "). On the Termination Date, the Fourth Addendum will terminate, and neither party will have further liability to the other thereunder, except as provided in Section 4 of the Fourth Addendum. However, pursuant to Section 5 of the Fourth Addendum, the terms, covenants, and conditions of the Lease will continue in full force and effect notwithstanding the termination of the Fourth Addendum. T. A l Y41 N.H.. nI T.....e..K.....f A.wn --. i n.... 4-1"1 d... QD \7p Recycled Paper AT &T Fixed Wireless Services City of Rosemead September 19, 2002 Page — 2 — AT &T AT&T Wireless services, Inc. PO Box 97059 Redmond, WA 98073 -9759 (425) 702.7925 If you have any questions regarding this, please do not hesitate to contact Rebecca McCray at (425) 702 -7925. We thank you for your cooperation to date and look forward to continuing to do business with you pursuant to the terms of the Lease Very truly yours, AT &T Wireless, Inc. ' l By: c w� Valerie D. Barrett ector of Finance Operations cc: Daniel Smith (via email) Robert F. See, Jr. (via email) Rebecca McCray !.A 10[! IYnILw of T...nb..N.....J ♦......A.w...1 I.rr. J"I A... OD �& Recycled Paper Site Number. LA 144 a1 • • Address: 9101 East Mission, Rosemead, CA 91770 FOURTH ADDENDUM TO GROUND LEASE THIS FOURTH ADDENDUM TO GROUND LEASE is dated June 15, 2001, and is between City of Rosemead, a municipal corporation ( "Landlord ") and AB Cellular LA, LLC, a Delaware limited .liability company, formerly known as Los Angeles Cellular Telephone Company, now doing business as AT &T Wireless ( "Tenant')-, WITNESSETH: WHEREAS, on December 15, 1989, Landlord and Tenant entered into a Ground Lease, whereby Landlord leased to Tenant certain Premises, therein described, that are a portion of the Property commonly known as 9101 East Mission, Rosemead, CA 91770 ( "Lease "). WHEREAS, Tenant desires to lease additional space from Landlord as shown on attached Exhibit A and Landlord is willing to lease such additional space to Tenant on the terms and conditions contained herein; WHEREAS, The Term of the Lease commenced December 15, 1989 for a period of five (5) years and Landlord and Tenant mutually agreed to extend the Term for an additional 5 years by Second Addendum to Ground Lease dated December 15, 1994 and for an additional 5 years by Third Addendum to Ground dated December 15, 1999; WHEREAS, Tenant desires to amend the Lease to add one (1) additional period of five (5) years, such that the Lease will expire in the year 2009, and Landlord is willing to grant such additional period on the same terms and conditions set forth in the Lease for the Initial Term; WHEREAS, Since the inception of the Lease, Tenant has moved its principal place of business and desires to modify the notice provision of the Lease accordingly; WHEREAS, Landlord and Tenant hereby express their mutual desire and intent to amend the Lease. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: (1) Landlord agrees to lease to Tenant an additional portion of the Property consisting of (a) a shelter /cabinet space of approximately two hundred eighty -eight (288) square feet and (b) such easements as are necessary for the antennas and initial installation as described on attached Exhibit A (collectively, "Additional Premises "). Tenant shall pay Landlord an additional monthly rental payment of Six Hundred Dollars and Zero Cents ($600.00) for the use of Additional Premises beginning on the first rental payment date after Tenant commences construction of the Additional Premises. (2) Tenant shall be entitled to install four (4) additional antennas and the equipment and accessories necessary for the operation of the Communication Facility. The location \ \Glse vcr usanf) okeOSite Acg6teve\A=nd - f.A_I44 a1.6- 15.doc Site Number: LA 144 al • • Address: 9101 East Mission, Rosemead, CA 91770 of the Additional Premises including the location of the Antennas are described herein on Exhibit A. (3) Addresses for notices to Tenant, as provided for in Paragraph 30 of the Lease, are hereby changed to the following: If to Tenant: AT &T Wireless 12900 Park Plaza Drive Cerritos, CA 90703 -8573 Attn: Real Estate Department With a copy to: AT &T Wireless PO Box 6028, Cerritos, CA 90702 -6028 Attn: Daniel E. Smith, Corporate Counsel AT &T Digital Broadband 14520 N.E. 87t1i Street Redmond, WA 89052 Attn: Manager, National Site Development (4) Landlord and Tenant agree that if any application by Tenant for any Governmental Approvals (as defined in the Lease) is finally denied or rejected, or if any Governmental Approval is canceled, expires, lapses or is otherwise withdrawn or terminated, or if, due to technological changes or for any other reason, Tenant, in its sole discretion, determines that it will be unable to use the Additional Premises for Tenant's intended purposes, as provided for herein, and defined and depicted on Exhibit A, then Tenant shall have the right to immediately terminate this Fourth Addendum. Tenant shall notify Landlord of Tenant's exercise of its right to terminate this Fourth Addendum, and this Fourth Addendum shall terminate upon Landlord's receipt of the notice. Tennination shall relieve both parties of any further obligations under this Fourth Addendum, although each shall continue to have its remedies for any breach of a lease obligation, which occurred prior to the date of termination. Within 60 days following the termination of this Fourth Addendum, Tenant shall remove its personal property and fixtures constructed and installed on the Additional Premises pursuant to this Fourth Addendum ( "Tenant's Additional Personal Property "), and restore the Additional Premises to its original condition, reasonable wear and tear accepted. The parties agree that Paragraphs in the Lease (insurance, mutual release, indemnification, utilities) shall continue to apply to Tenant's use and occupancy of the Additional Premises until Tenant has completed its removal of Tenant's Additional Personal Property and restoration of the Additional Premises. (5) Except as provided for hereinabove, upon Tenant exercising its right to terminate this Fourth Addendum, Tenant's right to continue its use and occupancy of the original Premises (as defined in the Lease), shall be pursuant to those terms, covenants and kwkerve� cm� k..%s«Acq�te.ewmead -u 144 _a.e.15.doo 2 Site Number: LA-144—al • • Address: 9101 East Mission, Rosemead, CA 91770 conditions contained in the Lease, and Tenant exercising its right to terminate this Fourth Addendum as provided for hereinabove, shall not in any way be construed as affecting, limiting, modifying or terminating those terms, covenants, and provisions set forth in the Lease. (6) All other lease terms, conditions and provisions shall remain in full force and effect as contained in the original Lease, which provisions are incorporated herein by reference. This Fourth Addendum to the Lease shall become a part of the original Lease and shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives. IN WITNESS WHEREOF, the parties below have caused this Fourth Addendum to be executed as of the date first written above. LANDLORD: City of Rosemead Print Name: Say T. Imperial Its: Mayor TENANT AB Cellular Holding, LLC, a Delaware limited liability company, d/b /a AT &T Wireless f:37i10 LI-A a California corporation, its Member SK ;iDI[%�=Vi i. MOM \1Ghs vcdwen\ bakcSi¢Acq\5¢vMU nd- 1A_Iia,i.&\s,mr 3 7 • . . - � �../ .', /. ! � ; � \ \ t \ i Gz _ /■ ® §| E � \ | E © m $ i NE • Record and Return to: AT &T Wireless 12900 Park Plaza Drive Cerritos, CA 90703 -8573 Attn: Daniel E. Smith, Corporate Counsel C, Cell Site: LA-144—al County: Los Angeles State: California MEMORANDUM OF LEASE ADDENDUM This Memorandum of Lease Amendment is dated as of 2001, and reaffirms and memorializes a Lease Amendment dated June 15, 2001 (the "Lease Amendment ") BETWEEN. City of Rosemead, a municipal corporation, having an office at 8838 East Valley Boulevard, Rosemead, CA 91770 ( "Landlord "); /:Fi AB Cellular LA, LLC, a Delaware limited liability company, currently doing business as AT &T Wireless, having an office at 12900 Park Plaza Drive, Cerritos, CA 90703 -8573 ( "Tenant "). Landlord is the owner of that certain plot, parcel or tract of land, together with all rights and privileges arising in connection therewith, having a street address of 9101 East Mission, being identified as Parcels 1, 2 and 3 in Tract No. 1812 in the City of Rosemead, Los Angeles County, State of California. Landlord has leased to Tenant and Tenant has accepted and leased from Landlord that portion of the Property - described on Exhibit A (the "Premises "), together with all rights, privileges, buildings, structures, other improvements, access, easements and rights of way now located or hereafter to be constructed on or in relation to the Premises. The Premises are leased for a term of five (5) years, expiring December 14, 2004 with a five (5) year extension commencing December 15, 2004 and expiring December 14, 2009. During the term of the Lease Amendment and any extension, Landlord shall not subordinate the Lease Amendment to any deed or other senior interest without obtaining a Subordination, Non - Disturbance and Attomment Agreement from the proposed lender or other senior interest holder, nor shall it permit the installation or construction of any equipment or improvements on the Property controlled by Landlord which might interfere with Tenant's use of the Premises. C1 ocumenumd Seninpc cam cwWyDocummuWOLWO0 .LA 144 al.doc 1 Landlord agrees that Landlord shall not acquire any right to or interest in the Communication Facility (as defined in the Lease Amendment) and/or any of Tenant's furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith, notwithstanding the law of fixtures and/or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord agrees that Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communication Facility and /or any of Tenant's furniture, fixtures, equipment and/or other property utilized in connection therewith. This Memorandum of Lease Addendum further incorporates all the other terms and conditions which bind and inure to the benefit of Landlord and Tenant, and their respective successors and assigns, in the Lease Addendum. IN WITNESS WHEREOF, the parties have executed, or have caused this Memorandum of Lease Addendum to be properly executed, by their duly authorized agents or officers, all as of the day and year first above written. Landlord: �� Title: Mayor Tenant: AB Cellular LA, LLC, a Delaware limited liability company, d/b /a AT &T Wireless By: LIN Cellular Communications Corporation, a California corporation, its Member Name: Title: - c.kooaaaKa�d,esminp`ze ,cnaWyr CumnuWOLwou.0 -144 aLme 2 D ti D r m Z ,M a EE)z LJ X00000 am as A° "F Y 5 Till fA fA w i ML 0 0 ACKNOWLED State of California Signature one (1) County 01 /s / f On a Z 2,ro/ , before me, ���A /�� Name and Titid of Officer (e.g;;Jane Doe, Notary Public') Personally appeared Na4ss of igner(s ) VI] personally known to me proved to me on the basis of satisfactory evidence to be the person 00 whose name Q)3) is/A subscribed to the within instrument and acknowledged to me that he /sey executed the same in his /bntWjei authorized capacity (WS), and that by his /dwilttTeir signature M on the instrument the personk) , or the entity upon behalf of which the person fbj NANCY VALDERPAM4 acted executed the instrument. Commission 5 11915, z R. —,- 'Noicry Public — CGlifomio Los Angeles County - MM1r WITNESS my hand and official seal, Comm. c.pi; �s pct 37. 2002 � / Place Notary Seal Above A bignatUra of Notary Public Signature two (2) State of California County of raJ On e , d i , before me, �-//�5 a and Tit l f Officer (e. Jane Doe, Notary ubhc) V Personally appeared (Do, t Name(s) of Signer ) pef personally known to me [ j proved to me on the basis of satisfactory evidence to be the person (s) whose name (s) is /are subscribed to the within instrument and acknowledged to me that he /she /they _ executed the same in his /her /their authorized capacity (ies), and that by his /her /their signature (s) on the instrument the ^, ^NANCY VALDERP4r tq person (s) , or the entity upon behalf of which the person (s) <;.�_ dY:=•.\ Commission Y. 1197599 ' F = * -_ l NoiOyPublic — Colif- jo acted executed the instrument. pct 30 20 2 WITNESS my hand and official seal, Place Notary Seal Above�^K-- "— �'�'��"� nature of Notary Public C: \pocumcnu and Sminy�cnmvcnaUly aocumcnozUdn LU10LALA.Iaa nLeoc 3 0 WALLIN, KRESS, REISMAN & KRANITZ '- -� LAW OFFICES 2800 TWENTY - EIGHTH STREET. SUITE 315 SANTA MONICA, CALIFORNIA 90405 -6205 TELEPHONE 13101 450 -9582 FACSIMILE (310) 450 -0506 TO: HONORABLE MAYOR AND CITY COUNCIL FROM: CITY ATTORNEY /� RE: PROPOSED AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY AND AT &T FOR PROPERTY LOCATED AT 9101 MISSION DRIVE DATE: JUNE 19, 2001 As you will recall this matter was on the January 23, 2001 City Council agenda at which time the Council approved an amendment to the existing lease agreement to allow AT &T to mount an additional antenna against the side of the existing monopole antenna and to build and utilize a small accessory structure to house the equipment. The Council - approved amendment addendum to the lease provided for AT &T to pay an additional $600.00 per month rent to the City, bringing the total monthly revenue from the site to $1,645.24. The Planning Commission had previously approved an amendment to the Conditional Use Permit to allow for the proposed addition. In discussions with AT &T representatives since January,-they have indicated that they intended, in January, to ask the Council to renew the lease for an additional five (5) years prior to constructing the new facilities. The agenda item that the Council reviewed and approved did not contain the extension to the lease. AT &T wishes to extend the lease, as amended, to December 15, 2009. The lease would continue to be reviewed and renewed at five (5) year intervals, except for this initial term which would add five (5) years to the existing term. In short, AT &T is asking the Council to renew the lease early so that they can be sure that they will have this site for 9 years prior to commencing construction on the new facilities. There have been no problems associated with the location of the existing antenna, which was first placed in 1989. RECOMMENDATION It is recommended that the City Council approve the replacement Fourth Addendum to Ground Lease between AT &T Wireless and the City of Rosemead. -, COMM AGENDA JUN 2 6 2001 ITEM No. Y .74. Sim Number. LA 1" al Address: 9101 Ent Mwian, aasanxad, CA 91770 FOURTH ADDENDUM TO GROUND LEASE THIS FOURTH ADDENDUM TO GROUND LEASE is dated June 15, 2001, and is between City of Rosemead, a municipal corporation ("Landlord") and AB Cellular LA, LLC, a Delaware limited liability company, formerly known as Los Angeles Cellular Telephone Company, now doing business as AT &T Wireless ( "Teunt"); WITNESSETH: WHEREAS, on December 15, 1989, Landlord and Tenant entered into a Ground Lease, whereby Landlord leased to Tenant certain Premises, therein described, that are a portion of the Property commonly known as 9101 East Mission, Rosemead, CA 91770 ( "Lease "). WHEREAS, Tenant desires to lease additional space from Landlord as shown on attached Exhibit A and Landlord is willing to lease such additional space to Tenant on the terms and conditions contained herein; WHEREAS, The Term of the Lease commenced December 15, 1989 for a period of five (5) years and Landlord and Tenant mutually agreed to extend the Term for an additional 5 years by Second Addendum to Ground Lease dated December 15, 1994 and for an additional 5 years by Third Addendum to Ground dated December 15, 1999; WHEREAS, Tenant desires to amend the Lease to add one (1) additional period of five (5) years, such that the Lease will expire in the year 2009, and Landlord is willing to grant such additional period on the same terms and conditions set forth in the Lease for the Initial Term; WHEREAS, Since the inception of the Lease, Tenant has moved its principal place of business and desires to modify the notice provision of the Lease accordingly; WHEREAS, Landlord and Tenant hereby express their mutual desire and intent to amend the Lease. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: (1) Landlord agrees to lease to Tenant an additional portion of the Property consisting of (a) a shelter /cabinet spacl of approximately two hundred eighty -eight (288) square feet and (b) such casements as are necessary for the antennas and initial installation as described on attached Exhibit (collectively, "Additional Premises "). Tenant shall pay Landlord an additional monthly rental payment of Six Hundred Dollars and Zero Cents ($600.00) for the use of Additional Premises beginning on the first rental payment date after Tenant commences construction of the Additional Premises. (2) Tenant shall be entitled to install four (4) additional antennas and the equipment and accessories necessary for the operation of the Communication Facility. The location �LbO.t('Wi" \IMYtt/ISik Ac%WWAm -"-I UJI a15 .a- Z00'd 99EZt 3oSSV9IKNVt9 66EO- LVZ-818 LO:Et t00Z.91WIr re H x W JJN.2O'2OO1 09:27 818- 247 -0349 GIANNIO..SSOG #2437 7.003/004 • • ca In I- �s I x A� e' a� M� 4 nl O O ail aO I 0 f qq 3iyy g 000000000000 a 0 8 A, February 22, 2001 Ms. Nancy Valderrama City Clerk City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Dear Ms. Valderrama: CI R pCROSVM ®D MAR 01 2001 CITY CLERKS OFFICE AMT AT &T Wireless Services P.O. Box 6028 Cerritos, CA 90702 -6028 (562) 924 -0000 General Order 159-A ( "GO- 159 -A ") of the California Public Utilities Commission ( "CPUC ") requires cellular carriers to send a notification letter of a utility's intent to construct a cellular facility to CPUC's Safety and Enforcement Division within 15 business days of receipt of all requisite local land use approvals. The notification letter shall state that such approvals have been received, or that no land use approvals are required. As set forth in GO 159 -A, copies of the notification letter are required to be served concurrently by mail on the local governmental agency. Where the affected local governmental agency is a city, service of the notification letter to the city shall consist of service of separate copies of the notification letter upon the city planning director, the city clerk, and the city manager. In order to comply with these requirements, I have enclosed a copy of the notification letter for our project within your city limits. If you have any questions or require additional information, please call me at (310) 395 -9663. Sincerely gzlx�4VLO-�— Alma Tichenor Regulatory Compliance Coordinator Network Regulatory Affairs Attachments 0 February 22, 2001 CONSUMER SERVICES DIVISION California Public Utilities Commission 505 Van Ness Avenue San Francisco, CA 94102 0 -AT &T AT&T Wireless Services P.O. Box 6028 Cerritos, CA 90702 -6028 (562) 924 -0000 This is provide the Commission with the notice pursuant to the provisions of General Order No. 159A of the Public Utilities Commission of the State of California ( "CPUC ") that: El (a) The cellular company has obtained all requisite land use approvals for the project described in Attachment A. ❑(b) That no land use approval is required because: A copy of this notification letter is also being provided to the appropriate local government agency for its information. Should there be any questions regarding this project, or if you disagree with any of the information contained herein, please contact Rob Searcy of AB Cellular Holding, LLC d.b.a. AT &T Wireless Services ( "ATTWS)- Terra Firma Services at 310/ 395 -9663. Ve yours, � ,"e Attachment Cc: Lori Badock Utilities Enforcement Branch Consumer Services Division California Public Utilities Commission 505 Van Ness Avenue San Francisco, CA 94102 Cc: Mr. Frank Tripepi Ms. Nancy Valderrama Mr. Bradford W. Johnson City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 LI 1. Project Location: Site Name: Site Address: Location: County: Assessor Parcel Number: Latitude: Longitude: 2. Project Description: Number of Antenna(s) to be installed: Tower Design: Tower Appearance: Tower Height: Building Size(s): • ATTACHMENT A LA-144—al Rosemead 9101 E. Mission Dr. Rosemead, CA 91770 Los Angeles County 8592 - 018 -902 340 05' 11" N 1180 04' 12" W 1 -GPS antenna 4 -panel antennas existing monopole (see attachment B) 76 -feet overall height 10 -foot by 12 -foot equipment shelter 3. Business addresses of all Local Government Agencies: a. City of Rosemead Development Services Department 300 North "D" Street San Bernardino, CA 92418 -0001 Contact Name: Bradford W. Johnson, Director of Planning Contact Number. 626/ 569 -2140 4. Land Use Approval: On December 18, 2000, AT&T Wireless Services obtained land use approval from the City of Rosemead in the form of a Conditional Use Permit 89-469 to allow the modification of an existing wireless telecommunication facility. The CUP shall become effective within ten days of approval. n n i a -00000 • 9 9 a3 8 9 8 fli E ATTACHMENT i J� Np c� Z 1 ' 1 M r 1 c- e 2 _ HOPP I � CD TO: HONORABLE MAYOR AND MEMBERS OF ROSEMEAD CITY COUNC FROM: G. TRIPEPI, CITY DATE: V tJanu17, 2001 SUBJECT: PROPOSED AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND AT &T FOR PROPERTY LOCATED AT 9101 MISSION DRIVE BACKGROUND At the December 18, 2000 Planning Commission meeting, the Commission approved a modification of Conditional Use Permit 89 -469 to allow AT &T to co- locate an antennae array onto their existing wireless monopole structure located at 9101 Mission Drive, within the City of Rosemead maintenance yard. This 76 foot high monopole was originally approved and constructed in 1989 with a 360 square foot accessory equipment building. The original lease agreement between the City and AT &T was for $800.00 per month. This lease was approved for a period of five years and was last renewed in 1999. Also approved with the original agreement was the stipulation of an annual C.P.I. increase in addition to the base year. To date the adjusted monthly payments have increased to S 1,045.24 per month. From 1989 to present, the freestanding wireless monopole structure and the accessory structure have co- existed with the City's maintenance department with no associated problems. Therefore, staff does not foresee any negative impacts as a result of this additional structure placement. DISCUSSION AT &T.is requesting that the City of Rosemead amend the ground lease by an additional S600.00 per month for the requested 288 square feet of additional area (120 sf structure plus fenced area around the structure), required to locate the new equipment shelter structure. This would increase the total monthly payments to $1,645.24 for the site. Staff has reviewed a survey of Cities within California that have similar types of agreements and finds that the proposed monthly lease amount seems to be in line with what other Cities are receiving. AN 2 3 2001 ITE,.,71, ,:3. CC -J5- 0 RECOMMENDATION 0 It is recommended that the City Council approve the proposed lease addendum and direct the mayor to sign the necessary documents. Exhibits: A) Letter from AT &T, dated Nov. 17, 2000 B) Planning Commission Staff Rpt., dated Dec. 18, 2000 Q Proposed Addendum To Lease Agreement a 4l 0 AT &T Date: November 17, 2000 Dear Brad Johnson, 0 Gianni & Associates, Inc 106 North Maryland Ave., Suite 100 Glendale. CA 91206 (818) 549-8460 phone (818) 247 -0349 fax (818) 599 -2719 mobile Bmjar @gianniinc.wm We would like to amend our Current lease by leasing a small amount space from you at 9101 East Mission in the city of Rosemead for an AT &T wireless site, which will provide digital broadband service in your area. I would like to propose an AT &T wireless site consisting of four, four -foot tall, eight -inch wide antennas. The antennae would flush mount against the side of the existing monopole.' We would also like to lease an additional 10x12 -foot space to house our equipment. By agreeing to this we would amend our current lease with the city by adding an additional $600.00 a month. Thank you again and please call or e-mail if you have any questions. I look forward to hearing from you soon to further discuss this opportunity. Sincerely, . I 0 1/ Bennie Najar Jr. Site Acquisition `"l 1 REcEi A 6� N11V L xttle/I 'A" 11 C� Planning Commission Agenda Report December 18, 2000 CASE NO: CONDITIONAL USE PERMIT 89 -469 (MODIFICATION) ' APPLICANT REQUEST: To modify an existing conditional use permit for the installation and operation of telecommunications equipment and facility. LOCATION: 9105 Mission Dr. (Assessor Parcel No. 8592 -018 -902) APPLICANT: Micheal Collier, Gianni & Associates, (rep. AT &T) 106 N. Maryland Avenue, Suite 100 Glendale, CA 91206 PROPERTY OWNER: City of Rosemead 8838 Valley Blvd Rosemead, CA 91770 PUBLIC HEARING NOTICE: 60 Notices were mailed to property owners within 300 feet of the subject property on 12/7/00. EXHHBITS: A. Conditions of Approval B. Development Plans C. Assessor Parcel Map (8592 -018 -902)" ' D. Zoning Map ' E. General Plan Map F. Photo Simulation G. Lease Agreement 1. Application, filed 11/14/00 ' 1. ENVIRONMENTAL ASSESSMENT This project consists of adding a monopole antennae array to an existing monopole structure in support of a wireless communication system. Section 15303. of'the California Environmental Quality Act (CEQA) and local environmental guidelines exempt projects that consist of the . installation of new facilities in small structures. Accordingly, Conditional Use Permit 89 -469 (Modification) is classified as a Class 3 Categorically Exemption pursuant to Section 15303 of CEQA. H. MUNICIPAL CODE REQUIREMENTS Section 17.112.020 of the Rosemead Municipal Code (RMC) allows "Professional radio, microwave and television transmitters and broadcasting stations" in any zone, upon the granting a Conditional Use Permit (CUP). Sections 17.112.10 sets criteria required for granting such a permit. These criteria require that the proposed use is deemed: ➢ Essential or desirable to the public convenience or welfare. ➢ " In harmony with.the elements or objectives of the General Plan, and. ➢ Not to be detrimental or injurious to surrounding property. 0 0 M. PROPERTY HISTORY AND DESCRIPTION INTRODUCTION The subject site is located at 9105 Mission Drive, between Encinita Avenue and Rosemead Boulevard within the City's-Parks and Recreation maintenance yard, adjacent to Rosemead Park. The facility grounds are 17,990 square feet in size and developed with office, storage sheds, and AT &T equipment building and a freestanding wireless monopole approved under Conditional Use Permit 89 -469. The applicant, AT &T formerly known,as L.A. Cellular, proposes to co- locate an antennae array on the existing telecommunication monopole that is located at the northwest comer of the subject property (Exhibit B). The applicant is also proposing to add one equipment storage shelter in addition to the existing shelter also located at the northwest comer.. of the lot.- LAND USE On the General Plan Use Policy Map, the subject site is designated as Public Facilities,, and on the Zoning Map, this site is designated as R -1, Single Family. Residential. The property is surrounded by the following land uses: Surrounding Properties' North: South: East: West: General Plan: Public Facility Zoning: R -1, Single Family Residential Land Use: Encinitas Elementary School General Plan: Medium Density Residential Zoning: R -2; Light Multi - Family Land Use Residential General Plan: Low Density Residential Zoning: - R -1, Single Family Residential Land Use: Residential General Plan: Public Facility . . Zoning: R -1, Single Family Residential Land Use Rosemead High School , IV. ADMINISTRATIVE COMMENTS AND ANALYSIS The applicant is proposing to install an unmanned telecommunication facility that will consist of a new antennae array mounted on an existing 76 -foot high, AT &T telecommunications monopole approved under CUP 89 -469. In addition, a 120 square foot equipment shelter will be constructed for radio equipment. The proposed antennae will be mounted approximately 63 feet above ground level (Exhibit B). The proposed panel antennae will consist of four (4) sectional arrays, 8.5 inches wide. The arrays will project only one (1) foot from the monopole and will consist of one (1) antenna panel per array. Each antenna panel measures approximately 4 feet in height and 1 -foot wide. As a result of this proposal, the existing monopole antennae will be composed of the specifications illustrated in Table 1. Table I (P Height 1tp # of Arrays Array I Width # of Panels per Amw Distance from Monopole CUP 92 -575 00 feet 3 12 feet d 3 feet Pro asedAddition feet 4 8.5 inches 1 1 foot (P 0 The antenna array will adhere to the safety standards developed by the American National Standards Institute (ANSI). . In addition to the antennae array, the applicant proposes to house its radio equipment within a new equipment shelter that is to be located along the east fence line, which abuts the baseball field. As shown in Exhibit B, the applicant is proposing to construct a 120 square foot structure within the grounds for equipment storage. This equipment shelter will be approximately 10 feet in height with a six (6) foot high fence enclosure. The existing equipment shelter and monopole enclosure lease areas measure 396 square feet and 132 square feet, respectively (Table 2). As a result of this modification, AT &T will lease a total of 888 square feet of ground area within the City's maintenance yard. Table 2. Lease Agreement The City of Rosemead entered into a five (5) year lease agreement with the applicant in 1989. The lease agreement provided the applicant the option to extend the initial term of five years ending 1994, to additional five (5) year lease terms. The agreement also provided a rental base of eight hundred dollars per month to be paid by the applicant to the City. The rent payment, according to a clause within the lease agreement, allows an annual adjustment based upon the Consumer Price Index. Currently, AT &T makes a monthly rent payment of $1,045. Since the applicant is proposing to increase the size of its ground lease, a revised lease agreement providing an additional six hundred dollars ($600) is proposed (Exhibit I). Subsequent to an approval by the Planning Commission, the amended lease agreement will be forwarded to the City Council (Condition # 12) for the consideration to modify the lease amount. Desivi t Since the new equipment area will be placed at the rear of the yard, parking and circulation will not be affected. This lease area will not interfere with the Parks and Recreation Department's yard operations. The proposed mounting of the antenna array and microwave dish is of such a small size and placed low enough to ground level, that this addition contributes insignificantly to the outline of the monopole. The telecommunications array will minimally impact the surrounding area as the monopole's center location on the subject lot provides enough depth to effectively screen and buffer the entire monopole from street side vantage points. Lastly, the new antenna array and microwave dish will be painted to match the existing Sky Blue monopole _Paint. , Considering that the City's maintenance yard is secured with an existing 10 -foot high chain -link perimeter fence with barbed wire, any future proposal to install barbed wire or the like shall be _ prohibited from the new equipment enclosure fence. Staff has added this condition to the conditions of approval (Condition # 13). - Conclusion Once constmeted and operational, the new antennae will increase the wireless traffic capabilities of this telecommunication facility. This means that Rosemead AT &T users will benefit from the improved range and quality of wireless communication service in the area. The applicant will have an AT &T technician provide periodic service and maintenance to the facility. V. RECOMMENDATION Staff recommends that the Planning Commission APPROVE Conditional Use Permit 89 -469 (Modification) for a period of one (1) year, subject to the conditions outlined in Exhibit "A". Equipment Distance Height of Monopole Lease Area Shelter from Equipment Enclosure Monopole Shelter CUP 92 -575 Same as Equipment 360 sq. feet 0 feet 12 feet. 132 sq. feet Shelter Proposed Addition 396 sq. ft. 120 sq. feet 50 feet 10 feet Same as Above Lease Agreement The City of Rosemead entered into a five (5) year lease agreement with the applicant in 1989. The lease agreement provided the applicant the option to extend the initial term of five years ending 1994, to additional five (5) year lease terms. The agreement also provided a rental base of eight hundred dollars per month to be paid by the applicant to the City. The rent payment, according to a clause within the lease agreement, allows an annual adjustment based upon the Consumer Price Index. Currently, AT &T makes a monthly rent payment of $1,045. Since the applicant is proposing to increase the size of its ground lease, a revised lease agreement providing an additional six hundred dollars ($600) is proposed (Exhibit I). Subsequent to an approval by the Planning Commission, the amended lease agreement will be forwarded to the City Council (Condition # 12) for the consideration to modify the lease amount. Desivi t Since the new equipment area will be placed at the rear of the yard, parking and circulation will not be affected. This lease area will not interfere with the Parks and Recreation Department's yard operations. The proposed mounting of the antenna array and microwave dish is of such a small size and placed low enough to ground level, that this addition contributes insignificantly to the outline of the monopole. The telecommunications array will minimally impact the surrounding area as the monopole's center location on the subject lot provides enough depth to effectively screen and buffer the entire monopole from street side vantage points. Lastly, the new antenna array and microwave dish will be painted to match the existing Sky Blue monopole _Paint. , Considering that the City's maintenance yard is secured with an existing 10 -foot high chain -link perimeter fence with barbed wire, any future proposal to install barbed wire or the like shall be _ prohibited from the new equipment enclosure fence. Staff has added this condition to the conditions of approval (Condition # 13). - Conclusion Once constmeted and operational, the new antennae will increase the wireless traffic capabilities of this telecommunication facility. This means that Rosemead AT &T users will benefit from the improved range and quality of wireless communication service in the area. The applicant will have an AT &T technician provide periodic service and maintenance to the facility. V. RECOMMENDATION Staff recommends that the Planning Commission APPROVE Conditional Use Permit 89 -469 (Modification) for a period of one (1) year, subject to the conditions outlined in Exhibit "A". 0 0 I .,I. CONDITIONAL USE PERMIT 89 -469 (MODIFICATION) 9105 Mission Dr. CONDITIONS OF APPROVAL December 18, 2000 1. Conditional Use Permit 89 -469 (Modification) is approved for one (1) year from the date of these conditions. At least thirty (30) days prior to the end of this one (1) year period, the applicant shall file -a written extension request to the Planning Department. 2. Extension of Conditional Use Permit 89 -469 (Modification) shall not take effect for any purpose until the applicant has filed with the City of Rosemead a notarized affidavit stating that he/she is aware of and accepts all'of the conditions set forth in the letter of approval and this list ofconditions, within ten (10) days of approval. 3. The following conditions must be complied with to the satisfaction of the Director of Planning, prior to final approval of the associated plans, building permits, occupancy permits, or any other appropriate request. . 4. The conditions listed on this exhibit shall be copied directly onto any development plans subsequently submitted to the Planning and Building departments for review: 5. The property shall be developed in accordance with the plans marked Exhibit "B" except where otherwise noted. Any modification shall require Planning Department approval. 6. The property shall comply with all appropriate building, fire, and health department regulations. 7. Construction activities shall be limited to take place between the hours of 7:00 a.m, and 8:00 p.m., Monday through Saturday. No construction shall take place on Sundays or on any legal holidays. 8. The site shall be maintained in a clean, wee, litter free state in accordance with Section 5401 -5405 of the Rosemead Municipal Code, which pertains to the storage, accumulation, collection, and disposal of garbage, rubbish, trash, and debris. All trash containers shall be stored in the appropriate trash enclosure at all times. Any new litter and graffiti shall be removed within twenty -four (24) hours. 9. _ All utilities and connection cables shall be underground. The underground conversion of - these utilities shall consider all future connections to the satisfaction of the Director of Planning. 10. That safety standards developed by the American National Standards Institute (ANSI) be followed through during all stages of construction and operation of this facility. 11. That the applicant shall adhere to all requirements and regulations of both the Public Utilities Commission (PUC) and the Federal Communications Commission (FCC) with respect to personal communication services. 12. That the City Council review and approve the amended lease agreement prior to the issuance of building permits. 13. That no barbed wire be installed on fence enclosure of the new equipment area. 14. Violation of the conditions of approval may result in citation and /or initiation of revocation proceedings. II1 °i3- ; y _r �i c• d k 8 56 ®,� l fi b µ�; m y a OA79 F — OV3M V I �" F S �rE .—.„.'— .a�.o�� EXHIBIT C EXHIBIT D Zoning M -1d t 0 School C-3 ®C3 3 �P -D A -1 C 3d s sn' P -Dap SITE AREA ® CBD ED P -o CBD-d P -Od , ® LAFC - R -1 ' 0 R -2 9051 Mission Dr 9051 M -1 R -3 Zone: R -1 - P 4 a Mission 5 f tf,ri p -^ i r EXHIBIT D Zoning M -1d 0 School C-3 ®C3 3 �P -D A -1 C 3d s sn' P -Dap SITE AREA ® CBD ED P -o CBD-d P -Od Subject Site ® LAFC - R -1 ' 0 R -2 9051 Mission Dr 9051 M -1 R -3 Zone: R -1 - P EXHIBIT D EXHIBIT E 0 0 3 3- c�' J' 0 y f 0 i f� • GROUND JOSE [Building and Antennae to be Constructed] LA.A. CELLULAR - l.+A.geln CdlduTekrJ.wv Cmq�+.r THIS GROUND LEASE ( "Lease ") is dated for reference purposes only this 1 sfh day of. December 19a� by and between City of Rosemead ( "Landlord "), and Los Angeles Cellular Telephone Company, a California general partnership ( "Tenant "). WHEREAS, Landlord is the owner of certain real property iri the City of Rosemead County ofLos Angeles State of California, commonly known as 9101 East Mission and more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property "). . WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the Property shown as cross - hatched on the plot plan of the Property attached as Exhibit "B" hereto and made a part hereof showing in addition a description of Tenant's "Easements:' as defined below, (collectively, the "Premises "). WHEREAS, Tenant requires certain easements in order to make the Premises suitable for Tenant's use and Landlord desires to grant to Tenant, as part of the Premises, the Easements described in Paragraph 3, hereinbelow. NOW, THEREFORE, Landlord hereby leases the Premises and grants the Easements to Tenant on the terms and conditions hereinafter set forth. 1. Term and Commencement. This Lease shall be for an Initial Term commencing on nuramher —Ii . 1989_ ( "Term Commencement Dale "), and ending _ five - _ (ter _) years thereafter. Notwithstanding the foregoing, it is understood and agreed between the parties that Tenant!; use of the Premises is contingent upon Tenant obtaining all necessary governmental approvals and permits to allow it to construct and operate the "Communications Facility;' as such term is defined in Paragraph 7 hereinbelow, on the Premises. The period of time from the Term Commencement Date to the date on which Tenant has obtained all necessary governmental approvals and permits and has provided Landlord written notice of the commencement of construction of its Communications Facility, as provided below, shall be called the "Permit Phase." The period of time from the date of the written notice by Tenant to Landlord of the commencement of construction of the Communications Facility to the expiration of the Initial Term of this Lease, as same may be extended, as provided below, shall be called the "Operational Phase:" 2. - Additional Terms and Renewals.laadk)Wherebygr &4S Ten w,4 -------- - - - - -4 --)3eparaM epFierv.,- teeatwtd 17rrrWitiaLTermJoc�" _(--- )ssparate.sonsesutiveaddiFionaL faerlods {- 'AdditionaFTerrns�asll'we(Cd Yearseaeh nolhesamelerms �d- conditionssa11or3h irithis Leasester- the.kWiaL 7erra,�acLwption -shall Jle- autsmaUSally'�uerc>:sedey 7enanl unless Tenon! shaltgi Laullw4rwtisea4ktaslahrea {3}meMAS bebre thaexfawati ef-ihe fnifial Term erl"henalTerm II>Pnio- etlerl oLTenanLkdesim -to- terminate- ttvsLaase. othecwisa�uponsuchautemaUsavZensiort <sushAddiUOnal- TewrastiaN become{�uLO/16alniliaLTerm.7he 4ritial Iermandany. Additiw�al7ersus- shallbe- refer(edAe hereirsiacl'widuallyanc # selk'Etively as I)1e._Te[ai 'nflhislease. See Addendum 36 3. Easements. Landlord hereby grants to Tenant as easements appurtenant to the Premises the following easements: (i)anon- exclusive, perpetual easement far vehicular and pedestrian ingress and egress to and from the Premises twenty -four (24) hours a day, seven (7) days a week as shown and marked "Access Easement" on Exhibit "B" attached hereto. (ii) a non - exclusive, perpetual easement for the installation and/or use of sub - surface utility lines, including, without limitation. electrical, water. gas, telephone, power, drains and /or sewer pipes located or to be located under, across and through those portions of the Property as shown and marked "Sub- Surface Utility Easement" on Exhibit "B" attached hereto, (Iiii) a non - exclusive, perpetual easement for the installation and/or use of overhead utility lines, including, without limitation, electrical, telephone, power and /or other utility lines. and/or support apparatus located or to be located above, across and through those portions of the Property as shown and marked "Overhead Lines Utility Easement' on Exhibit "B" attached hereto, and IN) zero (" 0 )assigned parking spaces) as shown and marked "Assigned Parking Space(s)" on Exhibit "B" attached hereto and one ( 1 ) unassigned parking space(s) as shown and marked "Non- Assigned Parking Space(s)" on Exhibit "B" attached hereto (individually and collectively, the "Easements "). The Easements shall include placement and traffic of such trucks, vehicles and heavy or other construction or repair machinery on the Property from time to time as may be necessary or appropriate for the construction, installation, operation, maintenance, replacement and /or removal of the Communications Facility. Tenant shall promptly repair upon written notice by Landlord to Tenant all damage to the Property, if any directly caused by Tenants construction or use of the Easements to a condition that existed immediately prior to such damage; provided, however, that Tenant shall not be liable to Landlord or anysuch other person or entity entitled to use the Property on which the Easements are located for any consequential damages, including economic loss, attributable to such use, damage or repairs. To the extent that the Easements and improvements thereon are constructed or used by Tenant exclusively, and except for such maintenance necessitated by the use or negligent misuse of lute Easements by Landlord and/or Landlord's assigns, independent contractors, agents and /or invitees, Tenant shall maintain during the Term of this Lease the Easements and all improvements thereon in good condition and repair, free and clear of any obstructions and other hazards to persons entitled to use the Easements. In connection with the foregoing and for the purposes of either (i) obtaining the necessary governmental permits and approvals for the construction, operation and/or maintenance of the Communications Facility or a serving the Premises with any necessary or appropriate utilities in connection with the installation, construction, operation and/or maintenance of the Communications Facility, Landlord shall upon Tenant§ request enter into agreements or shall hereby authorize Tenant to enter into agreements with and grant easements (in the locations of the Easements shown on Exhibit "B ") to, any public authority and /or public utility which are necessary or appropriate for Tenants use of the Premises for installation, construction, operation, and /or maintenance of its Communications Facility as provided herein. In addition, notwithstanding anything to the contrary contained in this Lease, Tenant shall have the absolute right to assign its rights to the Easements, in whole or in part, without the consent of Landlord to any third GROUND LEASE u Initials EXHIBIT 1. Los Angeles Cellular Telephone Company 1988 IBIT tt lr t t party, i ding, without limitation, tole .nls contractods), as ne ry or appropria._ for Tenants use and enjoyment of the Premi xcept as otherwise designated on Exhibit "B;' the terr�ny easement or other interest granted hereunder shall be per. tua. aWhas.lhadgh4at ilssolerASLand- expenselnreJOCat a the. EasemenL4p[ pvidetjheLpj05pJong .a5_suchfelnca[lon wtllnrot3naterlaltyradversely aftecttantltt7r>ySVSeaY t1iEProperty. Landlord shalt promptly execute, acknowledge and deliver to Tenant within five (5) business days after request therefor by Tenant all documents, agreements or instruments which are reasonably necessary or appropriate to effectuate the purposes described in this Paragraph 3. The Easements shall be part of the Premises so long as this Lease is in full force and effect and Premises, as that term is used in this Lease, shall include by definition the Easements. **See addendum 38 4. - Permit Phase Termination. Landlord understands and agrees that Tenants ability to use the Premises is contingent on the Premises and the Easements being suitable for Tenants intended use from both an economic and technical engineering basis, - and on Tenants ability to obtain and maintain all required governmental permits and approvals. In the event that during the Permit Phase Tenant, in its sole discretion, determines that the Premises and/or the Easements are or have become unsuitable and /or any required governmental permits or approvals cannot be obtained or maintained and/or the cost or effort required to obtain and /or maintain such governmental permits and approvals is or has become. in Tenant's judgment, economically impractical, then Tenant shall have the right to terminate this Lease upon thirty (30) days prior written notice to Landlord. - 5. Rent. Concurrently with the execution of this Lease, Tenant shall pay to Landlord the sum of Eight hundred 00.00 Dollars (� ) as payment in advance for Rent during the Permit Phase of this Lease; provided, however, in the event said period of time should extend beyond Four (_4 ) months from the Term Commencement Date, Tenant shall pay. to Landlord the sum of Two hundred 2o0. 0U Dollars ($ ) per month in advance on the first day of the month, for each month thereafter until the "Operational Phase Commencement Date;' as defined below, or earlier termination hereof during the Permit Phase, as provided in Paragraph 4 above. In the event of such termination by Tenant, all sums lherelofor paid.by Tenant to Landlord as Rent during the Permit Phase shall remain the properly of Landlord. Tenant shall give Landlord written notice upon commencement of construction of the Communications Facility on the Premises. and the dale of said notification shall become the commencement date of the Operational Phase of this Lease ( "Operational Phase Commencement Dale "). A copy of such written i notification shall be attached hereto for future reference regarding the anniversary date of the commencement of payment of Operational Phase Rent. Beginning with the Operational Phase Commencement Date, Tenant shall pay to Landlord monthly Rent in the sum of EEE ght hundred Dollars ($x.00 ) per month in advance on the first day of each and every month during the Term as such amount may be increased or decreased as hereinafter provided. Beginning at the expiration of the first twelve -month period following the Operational Phase Commencement Date and continuing for each twelve -month period thereafter, including during. any Additional Term, the Rent shall be increased or decreased, if applicable, by the percentage increase or decrease of the Consumer Price Index for All Urban Consumers applicable to the Los Angeles- Anaheim - Riverside area published by the U.S. Department of Labor, Bureau of Labor Statistics subgroup "All Items (1967. = .100) ( "Index ") then in effect, over the Index that was in effect at the commencement of the immediately preceding twelve -month period; provided, however, that in no event shall the increase or decrease in Rent payable, - as adjusted, be- greater,than five percent (5 %) of the Rent payable for the twelve -month period immediately preceding said adjustment and in no event shall said Rent decrease below the original Rent effective on the Operational Phase Commence- anent Date. 6. Use. Tenant shall have the right to use the Premises for the purpose of constructing, maintaining and operating its Communications Facility as such maybe expanded or modified as provided herein and for any other lawful purpose approved by Landlord. - 7. Construction and;Alteraiions. Tenant shall have the right to construct and install on the Premises its communications facility with such specifications as Tenant shall determine, initially to consist of one building with communications equipment and one monopole with antennae array and all necessary appurtenances, support equipment and such other equipment, cables and/or conduits as may be appropriate for Tenants buVWess use of the Property ( "Communications Facility "). Subject to the obtaining of all necessary governmental- approvals, 9en2nt- shalt'haoe" the -right rto- dromy,- rannsAOCt"nn0- Enlarge Ts Eommvrn�r,. �=a� itp w'rlhim the- Premisesfmrrrtime -totimeasienanYinitsSure tllsCre tlbmna)'TlEerti rtEc'e3sary andrr approrinete+orits -then cnnentbusiness use. Tenant shall not interfere in anyway with radio or other equipment which Landlord or any other user may have on or in the Proper ty at the time Tenants equipment is installed. The Communications Facility installed by Tenant, including, without limitation, the building, monopole, antennae array, communications equipment and the support equipment located on the Premises, including the support equipment located on the Easements, shall at all limes be the sole property of Tenant .•• See. addendum 39 S. Cooperation; Indemnity. Landlord shall fully cooperate with Tenant by executing and joining in applications for governmen- tal permits or approvals covering Tenants use. construction and /or occupation of the Premises, including the Easements, provided that Tenant shall reimburse Landlord for any and all reasonable expenses attributable to said cooperation which are approved in advance by Tenant in writing. Tenant shall keep the Property and the Premises free from mechanics' liens arising out of Tenants construction. Tenant shall indemnify and hold Landlord harmless from any claim, demand or cause of action which may arise from Tenants negligent act or omission or willful misconduct in the construction, installation, operation or maintenance of its Communications Facility, except for any occurrence attributable, in whole or in part, to Landlord and/or its assigns, tenants, agents, employees, customers, invitees or contractors. 9. Ouie4-"eymeMen9- 6wa`1erNs iJwr -Nrte .-_- _= .i- eridlrnd- agrees- forit seNandi }s- sznzESSOrsand-assignsnot'to sOri6kust9rpermiF; approve,+> edseer�thew�tiseeNOwto�eeonsfruefedertlYrei�ropeHgororrarryuth erpoperty-h-icatedwithh aiaelkisW AvehwW red(5F)9}fcetef+ heir.=—.-- ?Met meytjebvsnec+,+ easedlicenseAorotfierwisecorrtroltertbyt�d�rtry any- iwAwidua4 paNeershiry firm -or oerpwatier+ theteenHels{ endlerdais ronhcHedby {andfordanyimprovemerrts,- burldmg slrusturesoretherfee f'ienises-ande, lhistease -In addition aruLwithoulseferenee -Fe erIimitaiitxrbyNie +<adiusseNeHhir+ the+ mmediatelypreeeedingmHencetandbrt }shaknotcaoseor I> er�tanyJelecSerenee- wi4FrfheoonsNee4iorv. in9lelleNen,+ nainteneneeandloroleerationot -Terrdnt�Eommurricatiorrs raciAtytn tdaauaMaaysusb irNerfereaseshalFOevec LaadlerrislroN�t- itsowneost; immedieMlytake- an-auselobetakcmaHsactractions- as- are- naGa66ar�b5euest- aadeliminatesuek�nterterenee; +neWding- legal- eetian- es- may�erequired- by-ierrantand/or reirnburssmswLSt- TenonEleFany- sestJnowred- bya- enentieberreetser ++einelnding +easormble- attorney's fee, and costs -In Initials: GROUND LEASE 1988 —2— Tenant of�am /-maleriaV-inferference*wil h the fhnitattorr, tandtord- shalktoFCauseorTiermil {ijarrydeFayinthedelivsryofp sessirn*afthe Premisesto-TeriantbeyondiheTerm �ommern.'emerrt Hate; {r) amJinterferencmwith -theproperarrd optirrnnn PtacznrerrtarrdoperaHortofaNegoipmentandapParatos byTenanttvcunshat,tand'operatut- epmmonicaliom-facilitpon the-Premises rchmaybernod. ad, rrprovedv larged f mnrtime totirne Porsaanttothis teaseand/or jri�} tt2cvnstroctioi* ocirrslakation�vittrout- Tenant�priorwriiten consent ini tssole and absolute discretiorry fanThVrovemerrtbnddngst� ;iacifityo hert a rie 17hysicafcvrrditio lurrthe Properly which cfirHerfenrwittr and /orimpede-Tenarrt` useof 1:: s Tenant pr ay cundilion-ih unserrtiothe rebeatiomworkincMding�vitha> ltimitelionvrryiosso tmenueto-Tenarrt'sbaanesscacned frq "down- Irme'bf;enarrtscello4ar eomnnnricationssysterrr. inchr rlingthe- C- ommunicationsfacifityvrlderths tease.- and/or• Tenant 's -t'ommnnicatiom equipment mdfor}acilities bcatedoutsidethcPremiser, tkherinwlroleorin - part See Addendum 37 10. Utilities and Taxes. Tenant shall pay all utilities to the extent required for Tenant$ use of the Premises. Landlord and Tenant shall reasonably cooperate to provide for a separate metering of said utilities. Landlord shall pay for all real property taxes and assessments against the Premises; provided, however, that Tenant shall, if requested by Landlord, pay to Landlord any increase in said taxes or assessments based solely on the assessed value of any improvements constructed by Tenant on the Premises for operation of its Communications Facility, and provided, further, that Tenant shall have the right to protest and contest any such taxes or assessments with the appropriate governmental authority. Tenant shall pay all personal property taxes on its equipment located on the Premises. 11. Removal of Property. Tenant shall remove, within a reasonable period of time (not to exceed sixty (60) days) following the expiration of the Term hereof, such personal property, equipment, trade fixture(s) and improvement(s) as are specifically designated as required to be removed by Tenant, if any, on Exhibit "B" attached hereto. II any such personal property. equipment, trade fixtures, and improvements are not specifically designated as required to be removed by Tenant on Exhibit '13 'then Tenant shall have the right, but not the obligation, to remove such items within a reasonable period of time (not to exceed sixty(60)days) following the expiration or earlier termination of the Term hereof- Any personal property, equipment, trade fixtures and improvements which are not removed by Tenant within sixty (60) days after the expiration or earlier termination of this Lease shall, upon the expiration of said sixty (60) day period, become the property of Landlord (subject, however, to any interest therein or rights thereto of any third parties in accordance with Paragraph 29 of this Lease) and Tenant shall thereafter have no rights, obligations or liabilities whatsoever with respect thereto. - 12. Title Matters. .: (a) Title. Landlord represents and warrants that it has full authority to enter into this Lease and to grant the Easements and that Landlord has fee title to the Property and the Premises, subject to only those exceptions as shown on Exhibit -C ' attached hereto and made a part hereof ( "Permitted Title Exceptions'), and that Landlord has provided to Tenant copies of all agreemants and documents affecting Tenant's use of the Premises and /or leasehold estate acquired hereunder. - (b) Memorandum of Lease. Concurrently with the execution of this Lease, Landlord and Tenant shall execute and have acknowledged the memorandum of lease in the form attached hereto as Exhibit -D" and made a part hereof ( "Memorandum of Lease "), which Memorandum of Lease may be recorded by Tenant concurrently with or after the execution of this Lease. Tenant shall bear the cost of all recording charges associated with recording of all documents required to be recorded under this Lease. 13. Assignment. Tenant may assign this Lease or sublet the Premises or any part thereof (including the Easements) without the consent of Landlord, provided each such sublease or assignment is expressly made subject to the provisions of this Lease. However, notwithstanding any such subletting or assignment. Tenant shall remain primarily liable for the performance of all terms and conditions of this Lease unless expressly released by Landlord in writing. . 14. Insurance. Throughout the Term, Tenant shall maintain insurance against public liability for injury to persons (including' death) or damage to property occurring within, upon or about the Premises or Property. Such insurance policy shall be a combined single limit policy in an amount not less than $500,000 per occurrence and Landlord shall be named as an additional insured under the policy. Said insurance may be in the form of general coverage or floating policies covering these and other premises. _ 15. Damage or Destruction /Eminent Domain. If the whole or any part of the Communications Facility or the Premises, including the Easements, are damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or any other casualty (all of which are herein called "damage "), or taken, in whole or in part, by eminent domain or condemnation or sold under the threat of the exercise of said power (all of which are herein called "condemnation ") which damage or condemnation makes the Premises unsuitable or uneconomic for Tenant's use, Tenant may terminate this Lease and all of the obligations of either party hereunder upon written notice to Landlord provided that such notice is given by Tenant to Landlord within thirty.(30) days of the latter to occur of (i) the date of such damage or condemnation or n Tenants determination that continued use of the Premises is unsuitable or uneconomic. If, in the event of a condemnation, Tenant does not so elect to terminate, this Lease shall continue in effect and the Rent payable by Tenant shall be reduced by an amount which reflects the value to Tenant of the portion of the Premises conveyed or taken in connection with such condemnation compared to the total value of the Premises immediately before the condemnation. Further, regardless of whether this Lease is terminated as provided in this paragraph; Tenant shall in the event of a condemnation be entitled to receive just compensation from the condemning authority or transferee for loss of all or any portion of the Premises, this Lease and /or the Communications Facility, or any use thereof, including, without limitation, the value of any personal proper ly and /or trade fixtures taken, the cost of relocating the Communications Facility or any portion thereof and/or any loss of business. 16. Tenant's Default. If Tenant shall fail to make any payment of Rent herein provided when due, Landlord shall forward written notice of such failure to Tenant, as provided in Paragraph 30 hereinbelow, and the failure of Tenant to cure within fifteen (15) days after Tenants receipt of said notice shall bean "Event of Default" under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. If Tenant shall fail to perform any of the terms or provisions of this Lease other than the payment of Rent, and if Landlord shall give Tenant written notice, as provided herein, of such failure and if Tenant shall not cure such failure Ir s Los Angeles Cellular Telephone Company 1906 GROUND LEASE _ — _ _3_. Tenant loperfor within thirty (30) days after T ill receipt of said notice tithe failure lop rm isof such a character as to require more i aty (30) days to cure and Tenant shall not use reason ,igence in commencing a cure of such failure during said period failure shall be deemed an "Event of Default" of Tenann bligations under this Lease and Landlord may thereat ter pursue any and all remedies available to it under law. Tenant shall not be in default under this Lease unless and until an "Event of Default, • as defined in this paragraph, shall have occurred. 17. Landlords Default. If Landlord shall default on any of its obligations contained in this Lease, Tenant shall have the right to deliver written notice of such default to Landlord, as provided in Paragraph 30 hereinbelow, and failure of Landlord to cure such default within thirty (30) days or any such lesser period as may be expressly provided herein shall be a default under this Lease and Tenant may thereafter pursue any and all remedies available to it under law, including, without limitation, the right, but not the obligation, to cure said default and submit a written statement of costs incurred for curing said default to Landlord. In such event, Landlord shall have thirty (30) days following receipt of such written statement to reimburse Tenant for costs incurred. The foregoing shall in no way limit Tenants right to seek equitable relief without notice to Landlord. 18. Non - Disturbance and Attornment. So long as this Lease is in full force and effect and there is no uncured Event of Default with respect to Tenants obligations hereunder, no ground lease, mortgage, deed of trust or other interest to which this Lease and/ or Tenants rights are or may become subordinate (hereinafter collectively "Senior Interest "), and no action or proceeding under and /or termination of any such Senior Interest, shall affect in any manner whatsoever (i) Tenants rights under this Lease, (ii) Tenants use, possession or enjoyment of the Premises, including the Easements or (iii) the leasehold estate granted by this Lease. Landlord shall obtain and provide Tenant with a non- disturbance and attornment agreement in the form attached hereto as Exhibit "E" and made a part hereof (the "Non- Disturbance and Attornment Agreement ") from the holder(s) of each and every such Senior Interest of which Landlord has or acquires actual knowledge and /or which is recorded prior to the recordation of the Memorandum of Lease. This Lease and Tenant's rights hereunder shall be subject to a Senior Interest so long as the holder of said Senior Interest (i) agrees to the provisions of this Paragraph 18 and (ii) has executed and delivered to Tenant the Non- Disturbance and Attainment Agreement in the form attached as Exhibit "E." 19. Estoppel Certificate. From time to time upon not less than twenty (20) days prior written notice by either party, the other party shall execute, acknowledge and deliver to the requesting party a statement in writing certifying that, this Lease (together with any Non - Disturbance and Attornment Agreement) is unmodified and in full force and effect (or it modified, describing such modificalion(s)) and that the requesting party is not in default, except as specified in such statement, in regard to any of its obligations under this Lease and further setting forth the Rent then payable hereunder, the dates to which Rent has been paid in advance, if airy, and such other statements relating to delivery and acceptance of the Premises as the requesting party's lender, purchaser,- assignee or sublessee may require: Said statement shall be accurate and binding on the party executing same and may be relied upon by any such person as hereinabove described at whose insistence the estoppel was prepared and /or delivered. 20. Obligations and Rights Run with the Land. The Easements, and each and all of the obligations, rights, restrictions, liens and charges set forth in this Lease run with the land comprising Tenants estate and Landlords estate and every portion thereof, and are binding upon and inure to the benefit of the respective successors (by operation of law or otherwise), assigns, tenants, invitees and agents of the parties hereto and other lawful occupants of Tenants estate and Landlord's estate. The grant of easements contained herein together with the rights and obligations of the parties hereto, shall remain in full force and effect and shall not be modified even upon the foreclosure of or default under any Senior Interest. 21. Landlords Covenant to Provide Notice. In addition to any, other obligation of Landlord to provide notice to Tenant provided herein, Landlord shall deliver to Tenant, as provided in Paragraph 30 hereinbelow, any and all notice(s) received by Landlord which pertain to Tenants use and enjoyment of the Premises, including, without limitation, from any governmental authority. lender, lien claimant or any other person or entity claiming an interest in or right to the Premises. Landlord shall deliver such notice(s) to Tenant promptly upon receipt of same by Landlord._ -'- 22. Time of Essence. Time is of the essence of each and every provision of this Lease. 23. Consent of Parties. Except as otherwise expressly provided herein, whenever the consent or approval of either party is required, that party shall not unreasonably withhold or delay such consent or, approval. 24. California Law. This Lease shall be construed and enforced in- accordance with the laws of the State of California. 25. Successors and Assigns. Each and all of the rights and obligations of the parties under this Lease shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns. 26. Severability. The invalidity of any portion of this Lease shall not affect the remainder of this Lease. 27. Attorneys' Fees. In the event that any action shall be instituted by either of the parties hereto for the enforcement of any of its rights or remedies in and under this Lease or the Non- Disturbance and Attornment Agreement, the prevailing party shall be entitled to recover from the other party all costs incurred by said prevailing party in said action, including reasonable attorneys' fees to the extent fixed by the Court therein. ^"•- 28. Additional Agreements. From and after the date of this Lease, each of the parties hereto shall promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such instruments or documents and to take all actions pursuant to the provisions hereof as may reasonably be requested by any party to carry out the intent or purpose of this Lease. -- - 29. Tenant's Premises, Equipment Financing and Leasehold Assignment. Landlord acknowledges that Tenants use of the Premises includes proprietary trade secrets. Accordingly, Landlord shall have no right whatsoever to enter the Premises without Tenants prior written consent which Tenant may withhold in its sole and absolute discretion. Landlord hereby expressly understands and agrees that, at all times during the Term, Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some oral] of the Communications Facility and /or any of Tenant is furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith ( "Equipment Financing') and/or to assign or pledge Tenants interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenants interest in the Premises any instruments or documents as may be Initials: L TZ d GROUND LEASE 1988 Tenan require i respect to such Equipmei �, Financing or Leasehold nmenl. Landlord hereby waives any and all rights or interestt1h Landlord may have or acquire to or in the Comm�tions Facility and/or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith and hereby agrees that same will not constitute really regardless of the law of fixtures and /or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly. Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and /or any of Tenants furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith. Landlord hereby expressly understands and agrees to promptly execute, acknowledge and deliver to Tenant, upon request by Tenant, all such instruments and documents as are reasonably requested by Tenant, in order for Tenant to consummate the transactions contemplated by this Paragraph 29. 30. Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and shall be deemed given and served upon delivery if delivered personally, or three (3) days after mailing if sent by certified mail, postage prepaid, as follows: If to Tenant. addressed to: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering With a Copy to Pettit 6 Martin 355 S. Grand Avenue, 33rd Floor Los Angeles, CA -90071 Attn: David Luber, Esq. If to Landlord, addressed lo: City of Rosemead Attn: i y onager 8838 E. Valley Blvd. Ref: Maintenance Yard Any party may change the address or persons to which notices are to be sent to it by giving the written notice of such change of address or persons to the other parties in the manner herein provided for giving notice. 31. Operational Phase Termination. In addition to any other right or event of termination hereunder, Tenant may at anytime during the Initial Term or any Additional Terms during the Operational Phase, terminate this Lease on thirty (30) days prior written notice to Landlord, provided that Tenant shall concurrently with the giving of such notice of termination pay Landlord an amount equal to three (3) months Ran(, as such Rent shall be determined pursuant to Paragraph 5, hereinabove. 32. Compliance with Laws. Landlord and Tenant shall comply in all respects with all applicable building codes, regulations and ordinances affecting the Property. 33. Entire Agreement. This Lease along with all exhibits and attachments or other documents affixed hereto or referred to herein as part of the agreement between the parties (including, without limitation, the Memorandum of Lease and the Non - Dislurbance and At tornment Agreement) constitutes the entire and exclusive agreement between Landlord and Tenant relative to the Premises. including the Easements. herein described and "Lease" as such term is used herein shall include by definition all such exhibits. attachments and other documents. All prior or contemporaneous oral agreements, understandings and /or discussions relative to the leasing of the Premises, including the Easements, are merged in or revoked by this Lease. This Lease and said exhibits, attachments and other documents may be altered, amended or revoked only by instrument in writing signed by both Landlord and Tenant. 34. Landlord's Authority to Execute Lease. Landlord represents and warrants that this Lease and the execution hereof does not and will not conflict with or violate the Articles of Incorporation, By Laws. Partnership Agreement, Instrument of Trust or any other comparable document of Landlord or any agreement to which Landlord is a party or by which it or its assets are bound. Further, Landlord and each individual executing this Lease on behalf. of Landlord represent and warrant that he /she is duly authorized to execute and deliver this Lease on behalf of Landlord and that this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. Landlord shall, at its sole cost and expense, concurrently with its execution of this Lease (and at other limes at Tenant 's request), deliver to Tenant, without limitation, such resolutions, certificates, approvals, letter of conservatorship, Court orders and written assurances as Tenant may request authorizing and approving the execution of this Lease. 35. Addendum. Attached hereto is an addendum or addenda containing paragraphs 16 through 39 which constitutes a part of this Lease. Initiala�r�('"-� 0 Los Angeles Cellular Telephone Company 1968 GROUND LEASE —5— r —, L RD AND TENANT HAVE CAREFULLY READ AND RWED THIS LEASE AND EACH TERM AND PROVISION CONTAI D HEREIN AND, BY EXECUTION OF THIS LEASE, DEMONSTRATE THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, City offRO)seinea / - a Californi gen ral partnership [IS: Dennis McDonald, mayor HOWARD FPANTOM Its: President and General Manager By: Its: GROUND LEASE 1988 —6— ATTACHED EXHIBITS EXHIBIT "N' Legal Description of Property EXHIBIT ­6­ Plot Plan (Diagram of Property and Premises, including the Easements) EXHIBIT "C" - Permitted Title Exceptions EXHIBIT "D" .Memorandum of Lease EXHIBIT "E" Non - Disturbance and Adornment Agreement IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, City offRO)seinea / - a Californi gen ral partnership [IS: Dennis McDonald, mayor HOWARD FPANTOM Its: President and General Manager By: Its: GROUND LEASE 1988 —6— SADDENDUM TO GWD LEASE THIS ADDENDUM ( "Addendum ") amends that certain lease ( "Lease ") dated December 15, 1989 entered into, by and between City of Rosemead I as landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as tenant ( "Tenant "). In consideration of the execution of the Lease and other good and valuable consideration, the value and sufficiency of which is hereby acknowledged the parties hereto understand, acknowledge and agree that the Lease is hereby modified and supplemented as follows: Addendum Amends Lease. It is the intention of the parties that the terms of this Addendum shall supplement and amend the provisions contained in the Lease and that in the case of any inconsistency, either express or by implication, the terms of this Addendum shall control. Addendum 36: Additional Terms and Renewals. The Landlord and Tenant may, but are not required to, agree to extend this Lease, after the five (5) year terms, upon such terms and conditions as may be mutually agreeable. Any reference herein to "Additional Terms" shall refer to such additional terms as may be agreed upon by the parties hereto. Addendum 37: Quiet enlovment and Landlord's Non- Interference. Landlord and Tenant agree that the present use of the property surrounding the site does not constitute an interference with Tenant's proposed use. So long as Landlord utilizes the surrounding property for public park and recreation facilities, Tenant shall make no claim that such uses interfere with Tenant's use as a Communications Facility. Addendum 38: Easements. Tenant, subject to Landlord's right of reasonable approval, shall have the right, at tenant's sole cost and expense to relocate the Easements provided herein so long as- such relocation will not adversely effect the Landlord's or the public's use of the Property. , Addendum 39:� Construction and Alterations. Subject.to the approval of an amendment to Conditional Use Permit 89 -469, and subject to the obtaining of all other- necessary governmental approvals, including but not limited to .City of Rosemead Building Permit, and subject to Landlord's reasonable right of 'approval, Tenant shall have the right to modify, reconstruct and enlarge its Communications Facility within the Premises from time to time. LANDLORD: City of Rosemead Its' Dennis McDonald, Mayor TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership By: — V t Its: Howard President and General EXHIBIT I h' " PAGE I OF 4 I � - : i • • 24J731i44iii[�ZT•3;Zk�d'N THOSE PORTION OF LOTS 2 AND 3, TRACT NO. 1812, IN THE CITY OF ROSEMEAD, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20 PAGE 193 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, WHICH LIE EASTERLY OF A LINE WHICH IS PARALLEL WITH AND 728.44 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE.EASTERLY LINE OF SAID LOT 3. EXCEPTING THEREFROM THOSE PORTIONS THEREOF WHICH LIES WITHIN THOSE CERTAIN PARCELS OF LAND DESCRIBED AS PARCELS 1 AND 2, IN DEED TO ROSEMEAD SCHOOL DISTRICT OF LOS ANGELES COUNTY, RECORDED AS DOCUMENT NO. 2534, ON AUGUST 9, 1948, IN BOOR 27924 PAGE 391 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. DESCRIPTION OF FACILITY SITE? — THAT PORTION OF THE ABOVE DESCRIBED UNDERLYING PROPERTY, DESCRIBED AS FOLLOWS! COMMENCING ON A POINT ON THE CENTERLINE OF MISSION DRIVE DISTANT THEREAT S 69'54'10 "E 103.38' FROM ITS CENTERLINE INTERSECTION OF NEWBY AVENUE; THENCE, ALONG THE WEST LINE OF SAID UNDERLYING PROPERTY, N _00'42'20 "W 1115.05 FEET TO A POINT ON THE NORTH LINE OF ROSEMEAD PARR PER CSB 2117 Al OF 3, SAID POINT ALSO BEING THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE, ALONG SAID NORTH LINE, 1. It 89'56'15 "E 35.00 FEET; THENCE, PARALLEL WITH THE WEST LINE OF SAID UNDERLYING PROPERTY, 2. S 00'43'20 "E 22.00 FEET; THENCE, PARALLEL WITH SAID NORTH LINE, 3. S 89'56'15 "W 35.00 FEET TO A POINT ON SAID WEST LINE; THENCE ALONG SAID LINE, 4. N 00'42'20 "W 27.00 FEET TO THE POINT OF BEGINNING. CONTAINING 945 SQUARE FEET; 0.02 ACRES. ACCESS AND UTILITY EASEMENT' - TOGETHER WITH AN EASEMENT, 15.00 FEET WIDE,- FOR INGRESS, EGRESS, PARKING, UNDERGROUND.CABLES AND ACCESS FOR INSTALLATION AND MAINTENANCE OF FACILITIES, OVER AND ACROSS ABOVE SAID UNDERLYING PROPERTY, THE CENTER LINE OF SAID EASEMENT BEING DESCRIBED AS FOLLOWS! BEGINNING AT A POINT ON THE EASTERLY PROLONGATION OF THE NORTH LINE OF ABOVE DESCRIBED FACILITY SITE, DISTANT 7.50 FEET FROM ITS EASTERLY TERMINUS THEREOF; THENCE, PARALLEL WITH ABOVE SAID WEST LINE OF UNDERLYING PROPERTY; - 1. S 00'42'20 "E - 257.90 FEET; THENCE, 2. S 10'14'32 "W 163.00 FEET; THENCE, 3. S 00'48'23 "W 623.33 FEET; THENCE, 4. S 11'55'25 "E 43.00± FEET TO THE NORTH LINE OF MISSION DRIVE LACTC CELL SITE 144.2 9101 MISSION BOULEVARD ROSEMEAD, CALIFORNIA GPA GROUP, INC. 2325 N. LAKE AVENUE 11 TIMN• rA u,nn, XHIBIT • PAGE 2 OFA I - I i. POR LOT poR LOT 2 1 It TRACT No 11112 -BOCK 20 PAGE 193 BOUNDARY 'SURVEY PLAN SCALE ?od LACTC CELL SITE 144.2 9101 MISSION NOULEVARt ROSEMEAD , CALIFORNIA GPA GROUP, INC. 2325 N. LAKE AVENUE ALTADENA. CA. 91001 wn 7P54 GORDON N. powERS R.C.E. 32077 v LL O M W O a e a 1 'I sfe I F- m x I 1� a a _ C\j € U . _.. H W 01 � ti � GOD cr w U U -w Q CL nj%Q coy f y F- m x I 1� a a _ C\j € U . _.. H W 01 � ti � GOD cr w U U -w Q CL nj%Q coy �xN6�r "F3 f � i t LT is I �xN6�r "F3 N n IBIT ! PAGE 4 OF4 weame w,iviaU I NORTH ELEVATION I 1 ' LACTC CELL SITE 144.2 I 9101_ MISSION BOULEVARD ROSEMEAD , CALIFORNIA GPA GROUP, INC. 2325 N. LAKE AVENUE ALTAOENA• CA. 91001 L.A..A_\ CELLULAR Los Angeles CellularTclephone Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering EXHIBIT "D" MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ( "Memorandum of Lease ") is made this 15th day of December 1989 between City of Rosemead as Landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as Tenant ( "Tenant "), who agree as follows: Landlord has leased to Tenant and Tenant has leased from Landlord those certain portions of that certain Property, more particularly described in the Lease ( "Premises "). in the City of Rosemead , County of Los Angeles , Slate of California, commonly known as 9101 East Mission more particularly described in Exhibit " N' attached hereto ( "Property "), for a term commencing on December 15 .19 89, and ending five ( 5 ) years thereat ter. ( "Initial Terrrr)writh an epliip of Tenant for extend -the initial -Termer --- _ _ _ _ _ _ _ i_}eonseeutive- Periodref -_ _ _ _ _ _ _ _ _ _ f =H� each ("NddN tonal Terms' }orrtheierms -arm condRions eetforHrin9ek }Lease -.A1 the terms and conditions of which Lease, including, without limitation, the Easements as more particularly described therein, are made apart hereof as though fully set forth herein. During the Initial Term and any Additional Terms of the Lease, Landlord shall not subordinate the Lease to any deed of trust or other Senior Interest without obtaining a Non - Disturbance and Attornment Agreement from Ihe'proposed lender or other Senior Interest holder, nor shall it permit the construction of any improvements on any property controlled by Landlord which might interfere or compete with Tenant's use of the Premises, including the optimum functioning of its Communications Facility located thereon, all as more fully set forth in the Lease. - Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or all of the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other properly utilized or to be utilized in connection therewith ( "Equipment Financing ") and /or to assign or pledge Tenant ls interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenant's interest in the Premises any instruments or documents as may be required with respect to such Equipment Financing or Leasehold Assignment. Landlord understands and agrees that Landlord shall not acquire :any right to or interest in the Communications Facility and/or any of Tenants furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith notwithstanding the law of fixtures and /or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord understands and agrees that Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and /or any of Tenantl; furniture, fixtures, equipment and/ or other property utilized or to be utilized in connection therewith. - This Memorandum of Lease is prepared for the purpose of recordation, and in no way modifies the provisions of the Lease. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease on the We first above written. MA&I1S91C11A Citv of Rosemead Its Dennis McDonald, Mayor By: Its: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general parrtt,ne�rsiiiip� Its: President and General Manager - lACknowledgments to be affixed to this signature page.) [Legal Description of Property to be attached as Exhibit "A' to this document) BUILDING AND ROOF SPACE LEASE 0 Los Angeles Cellular Telephone Company 1988 Initial�� �/ Landlor Ten nl L.A.. Rte% CELLULAR Los Angeles CellularTelephone Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Los Angeles Cellular Telephone Company. 6045 East Slauson Avenue Los Angeles. California 90040 Attention: Vice President of Operations and Engineering EXHIBIT "E" NON- DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT ("Agreement") is made this 15 day of neremb:. 15 1 1989 by and between corporation (hereinafter called "Lender'), its successors and assigns (including, but not limited to, the holder of the Note and Deed of Trust hereinafter described), and Los Angeles Cellular Telephone Company, a California general partnership (hereinafter called "Tenant "). which is the tenant under a Lease between Tenant and L'ty of Rosemead ( "Landlord "), dated December 15, 1989 ( "Lease "), pertaining to those certain portions of that certain Properly, more particularly described in the Lease ( "Premises "), in the City of Rosemead , of Count 6os Angeles Y .Stale Of California, Commonly known as 9101 East Mission and more fully described in Exhibit 'A" attached hereto (hereinafter called the "Property "). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and Lender hereby warrant and represent and agree with each other as of the date hereof, as follows: - 1. Lender hereby consents to and approves the Lease and all the terms and conditions thereof, including, without limitation, the construction and operation of Tenant's "Communications Facility," as provided therein. 2. The Lease and any and all extensions, modifications and renewals thereof and all of Tenant's rights and interest therein and thereunder are hereby subjected and subordinated to, and are declared to be subject and subordinate to that certain Deed of Trust from Landlord or Landlord's predecessor in interest to Lender, and all extensions, modifications and renewals thereof or of the indebtedness secured thereby, given as security for certain loan obligations from Landlord or Landlord's predecessor in interest to Lender and recorded in the Recorders Office of the County of on . 19 —. as instrument no. and pertaining lathe Properly (such Deed of Trust and all extensions, modifications and renewals thereof are referred to herein as the "Deed of Trust "), to the same extent as if the Deed of Trust documents had been executed, delivered and recorded prior to the execution of the Lease. 3. Tenant's subordination is upon and subject to the express conditions that: _ a. So long as Tenant continues to pay the rent as provided for in the Lease and otherwise has not been determined by a court of competent jurisdiction to be in default under any of the material terms and provisions thereof, Lender shall not disturb the rights to possession and enjoyment of Tenant in and to the Premises, including the Easements, asset forth in the Lease, nor shall the leasehold estate granted by the Lease be affected in any manner whatsoever, nor the obligations of the parties thereunder be modified or amended in any way, notwithstanding any foreclosure or proceedings in lieu thereof affecting the Premises and whether or not Tenant is made a party thereto; and b. Upon passing of title to the Premises to the Lender or to any other party in any foreclosure or proceedings in lieu thereof, the party acquiring such title shall thereupon during the period of such party's ownership, by virtue of such acquisition of title and continued ownership and without the execution of any further instruments or documents, be deemed to be the landlord for all purposes of the Lease during the period of such ownership and be deemed to have assumed the full and complete performance of all the obligations of Landlord as set forth in the Lease which accrue during the period of such owner -ship: and c. If Lender shall take possession, without acquiring title thereto, but in such a manner as to be entitled to receive rents therefor, Lender shall, in addition; be deemed to have assumed all the obligations of Landlord set forth in the Lease accruing during such period of possession.. 4. Lender, by its execution and acceptance of this Agreement, agrees that in the event Lender takes possession of the Property as note- holder -in- possession, by foreclosure of the Deed of Trust or by acquisition of title in lieu of foreclosure, not to affect or disturb Tenant's right to possession of the Premises in the exercise of Lender§ rights so long as the Lease has not expired by its terms, and Tenant has not been determined by a court of competent jurisdiction to be in default under any of the material terms, covenants or conditions of the Lease. In the event that Lender or any other party succeeds to the interest of Landlord under the Lease by foreclosure or by acquisition of title to the Property in lieu of foreclosure, or any other action taken under the Deed of Trust by Lender, or in the event that Lender exercises the rights granted to it by any assignment, Tenant hereby agrees to be bound to Lender or such other party under all of the terms, covenants and conditions of the Lease: and. Tenant agrees that it shall at torn to, and be liable to and recognize Lender or such other party as Tenants new landlord for the balance of the term of the Lease upon and subject to all the terms and conditions thereof, and Landlord and Tenant both agree that the Lease and the rights of Tenant thereunder, including such rights to the Easements, shall continue in full force and effect as a direct lease between Tenant and Lender or such other party upon all the terms, covenants and agreements set out in the Lease, and the rights of Tenant thereunder shall not be terminated or disturbed except in accordance with the terms and provisions of the Lease, and Tenant shall thereafter make the rental payments set out in the Lease as instructed by written notice party, forwarded to Tenant by certified mail, return receipt requested or registered mail, postage prepaid BUILDING AND ROOF SPACE LEASE 0 Los Angeles Cellular Telephone Company 1988 and altoffd&�ent shall be effective and s, operative without the Lion of any furn,er instrument by Lender and Tenant immedid pon the succession by Lender or such other party to forest of Landlord under the Lease; and the respective rights an ligations of Tenant and Lender upon such attornment, to a extent of the then remaining balance of the term of the Lease and any extension or renewal permitted thereby, shall be and are the same as are now set forth in the Lease or as it may have been modified with Lenders consent, if required. 5. Lender understands, acknowledges and agrees that notwithstanding anything to the contrary contained in the Deed of Trust and/or any related financing documents, including, without limitation, any UCC -1 financing statement. Lender shall acquire no interest in any furniture. fixtures, equipment and/or other property installed by Tenant on the Property. Lender hereby expressly waives any interest which Lender may have or acquire with respect to such furniture, fixtures, equipment and /or other property of Tenant now, or hereafter, located on or affixed to the Premises or any portion thereof and Lender hereby agrees that same do not constitute really regardless of the manner in which same are attached or affixed to the Property. This Agreement shall be binding on and inure to the benefit of Tenant, Lender and their respective successors and assigns. Landlord joins in this Agreement for the purpose of consenting to the provisions hereof and agrees to be bound hereby. IN WITNESS WHEREOF, Tenant, Landlord and Lender have caused this Agreement to be executed the date first above written. LANDLORD: By: Its: Denats Ncbonald' By: Its TENANT:. LOS ANGELES CELLULAR TELEPHONE COMPANY, a Californi general artnership f By: Ho and Frantom Its: President and General Manager LENDER: By Its: By: Its: (Acknowledgments to be affixed to this signature pagel [Legal Description of Property to be attached as Exhibit "A' to this document.] O Los Angeles Cellular Telephone Company 1988 —2— IninaI Landl r Tenant November 3, 1999 AT &T Tracey Doi . Director of Finance _ P.O. Box 6025 Cerritos, CA 90702 -6027 Re: Lease dated December 15, 1999, by and between the City of Rosemead and Landlord and .Los Angeles Cellular Telephone Company, a California general partnership now knoram as AB Cellular Holding LLC, a Delaware limited liability company, d.b.a. AT & T Wireless Services and AT & T as Tenant concerning property located at 9101 E. Nfiissioq Rosemead, California (C 141) Dear Ms. Doi: Enclosed is the executed Third Addendum to Ground Lease. If you have any questions, please give me a call at (626) 253 -6671, extension 212.' Sincerely, y ,- NANCY VALDERRANIA _ Cin, Clerk City of Rosemead m' JOE VnSWE: p'.G RGO 1E•' - .AEGAGETCLARK 9636 E. VALLEY BOULEVARD - PO. BOX 399 - covr.nLUSSreE `s: • • 's'• cam. ^,'' ROSEMEAD, CALIFORNIA 91770 JAY .V..RRUE_cR Jnr T. iuveRUL _ TELEPHONE (626) 268-6671 GARY ♦ TAYLOR FAX (626) 307 -9216 November 3, 1999 AT &T Tracey Doi . Director of Finance _ P.O. Box 6025 Cerritos, CA 90702 -6027 Re: Lease dated December 15, 1999, by and between the City of Rosemead and Landlord and .Los Angeles Cellular Telephone Company, a California general partnership now knoram as AB Cellular Holding LLC, a Delaware limited liability company, d.b.a. AT & T Wireless Services and AT & T as Tenant concerning property located at 9101 E. Nfiissioq Rosemead, California (C 141) Dear Ms. Doi: Enclosed is the executed Third Addendum to Ground Lease. If you have any questions, please give me a call at (626) 253 -6671, extension 212.' Sincerely, y ,- NANCY VALDERRANIA _ Cin, Clerk City of Rosemead m' THIRD ADDENDUM TO GROUND LEASE T141S ADDENDUM ( "Addendum "). effective as of December 15, 1999, amends that certain lease ( "Lease ") dated December 15, 1989, entered into by and between the CITY - OF ROSEMEAD, a municipal corporation. as landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a Califomia general partnership, now known as AB Cellular Holdin_ LLC. a Delaware limited liability company d.b.a. AT &T Fireless Services and .AT &T as tenant ( "Tenants '"). In consideration of the extension of the Lease and other good and valuable consideration, the value and sufficiency of which is hereby acknowledged the parties hereto understand, acknowledge and agree that the Lease is hereby modified and - supplemented as follows: .Addendum Amends Lease. It is the intention of the parties that the terms of this Third Addendum shall supplement and amend the provisions contained in the Lease and the Second .Addendum and that in the case of any inconsistency. either express or by implication. the terms of this Third Addendum shall control. Addendum 36: Additional Term of Five (5) fears. Pursuant to the provisions of the Lease. as amended by the Addendum, the parties hereto agree to extend the term of the Lease for an additional term of five (5) years, commencing on December 15. 1999 and ending on December 14, 2004. All other terms of the Lease. including the rental and cost of living rental adjustment provisions, shall remain in full force and effect. LANDLORD: ATTEST: City Clerk' - 5;7r�� TENANT: AB CELLULAR HOLDING LLC. A _ - DELAWARE LIMITED LIABILITY COMPANY D.B.A. AT &T WIRELESS SERVICES AND AT &T By: Tracey Doi ,Its: tlirrrtni of Finanrr U :,iii: 0 0 Modification to Existing AT &T Wireless Telecommunications Facility 9101 East Mission City of Rosemead Supporting Statements / Project Description The proposed use is a modification to the Conditional Use Permit granted the City of Rosemead to AT &T Wireless Services. AT &T is respectfully requesting to modify their existing facility which is an existing radio equipment shelter and a 75' tall pole. The modification is to add four antennas at the 66' height level of the existing pole and the unmanned prefabricated radio equipment shelter (10' x 12' x 10') will be located near the pole. The antennas are 56" in height and 8.5" wide and 2.5" deep. They will be mounted around the pole with 12" apparatus. This is a very minor visual addition to the pole. The requested use will be harmonious with the objectives of the General Plan. The site is adequate in size, topography, location, utilities and other factors to accommodate the use and development. This is a very minor modification to an existing AT &T Wireless facility. The site consists of the AT &T facility and also the City of Rosemead maintenance facility and park. The fenced in maintenance yard area has the AT &T monopole and equipment shelter building plus City of Rosemead buildings, movable stage and a canopy area among other maintenance facility and park use items. Adequate street access and traffic capacity are or will be available to serve the proposed development as well as existing and anticipated development of the surrounding area. This is a modification to an existing AT &T UNMANNED facility. It will not affect traffic or street access and will be consistent to the existing development. Adequate utilities and public services are or will be available to serve the proposed development as well as existing and anticipated development in the surrounding area. This is a modification to an existing AT &T Wireless facility. Utilities and public services are already established and in place. The proposed modification of the existing AT &T Wireless facility use and development will be compatible with the intended character of the area. The addition of four antennas and the equipment shelter are very minor visual issues and will blend in behind the park trees and light standards in the adjacent high school athletic field area. The closest residential areas are across streets approximately 500'- 1 100' away. RECEIVED EXHIBIT I 0 Application Supplement (1) AT&T has taken appropriate measures to minimize impacts to the surrounding properties. The subject site is well suited for the proposed use since the proposed facility can take advantage of co- location. The addition of four pole hugging antennas to the monopole approximately 10' under the existing antennas will minimally impact the surrounding area as, the monopole's center location on the subject lot provides enough depth to effectively screen the entire length of the pole. Although the proposed facility may have minimal line of sight to the residential dwellings north, west, and south of the subject property, the subject site is almost entirely surrounded by a large park and the high school to the west.. Lastly, AT&T plans to paint the antennas and their support devices to match the existing Sky Blue monopole paint. (2) Once constructed and operational, the telecommunication facility will provide 24 hour service to AT&T Wireless Service users, improving the range and quality of the wireless communication service in the Rosemead area. AT&T will have an AT&T technician provide periodic service and maintenance to the facility. RECEIVED NOY I. t -2000 • CONDITIONAL UAMIT APPLICATION SDPPLEHENT (1) CITY OF ROSENEAD, PLANNING DEPART'HENT 6638 VALI.6Y BOULEVARD ROSEMF D, CA 91770 (818) 288 -6671 SITE ADDRESS: _q�b� �!�S T '✓`l 5$( I DATE: _ /a- I"7 -oo DESCRIPTION OF REQUEST/PROJECT; t LtC S; t',-, Rosemead Municipal Code Section allowing requested use: ( -7 . II Z', Address the following statements in the space provided below: Please type or print on a separate sheet if more space is needed. (1) The requested use, -if granted, mill not be detrimental to the health, safety, peace, morals, comfort or general welfare of persons residing or working in the neighborhood thereof, not be detrimental or injurious to the property and improvements in the neighborhood or to the general welfare of the City. r L el4S c: 5L--E (2) The requested use, if- granted, will be harmonious with the objectives Of the General Plan. f LEAS E Se>< %- 7te[ -i� (3) Depending on the requested use, specific findings may also be needed. (i.e. for new alcohol licenses, findings in Sec. 9184.2 must be addressed). Please consult a city planner to find out if specific findings are required. SIGNATURE. DATE: % - 6D FEE 51175 FL -CUP RECEIVED EXHIBIT I SITE ADDRESS: 5101 (_,/}$ ( /L(1$5(11jV DATE: 10 - t7 n DESCRIPTION OF REQUEST/ PROJECT: 1� LCEA5E .� CL' /-L j -jc�iicD LOT SIZE: 4.3Zr A-c APN: 854Z-/8-9n2 ZONE: (�'( GEN. PLAN: PROJECT /BUSINESS NAME: ^ RoiLME1gO MF} 'nt 1 6 HOURS OF OPERATION: 'a-`l bV....R.-r �hpy /'-I DSY( NO. OF EMPLOYEES: 6 PROJECT DETAILS: (type or print on separate sheet if more apace is needed): C- ?Y Mi iNTtQf}UCt`7.'i72i0 /;VqQ An.D AI' +T v.- .Rc less FAc�,L Tzi Existing use: sf: to be demolished: YR sf to remain: A LL sf Proposed use: S qjYN C additional sf: L -- total sf: - height: 15 / 1 ST IA1 L Building sf broken down by intended use and number of structures or du: - N rfl Parking calculation (show sf /parking ratio /number required 6 provided): NSA Lot coverage, floor area ratio, landscaped percentage: VIA APPLICANT/ SUBDIVIDER: AggPME IYtICKATL CcLLM F n- GIp.NN �t Hso /lGt"v F;9 AT+T Address: 5rJY2 tifiDi /2�,7G.RGii3 Phone: - %lLl- Litz -7ti77 BUSINESS OWNER(S): /F T f T v Address: Phone: PROPERTY OWNER: L lT4 0(= R- o$L-11,ffAh Address: Phone: REPRESENTATIVE (architect, engineer, AGENT ): MiCHAe --� CmLL16 -P_ iv('GhAIVW ,45f Aaareaa: 59bz Al IDL2n,U elRC(_tr - Phone: 7(4- .V12 -- Y77 t4vM IM&roA! N CA 'F"rfF I hereby certify that the Aoolicant's signature: Print Name 14 ------------------------ APPLICATION ACCEPTED BY: // CASE(S): ✓ """' like (ate ve i correct to the best of my knowledge - �l� Date: /o- J7 -cy� --------------------------------------- DO NOT (WRITE BELOW TBIS LINE L U NO (S) FEE: FL /INFOSH RECEIVED Tq ED Nov 1 A 2660 0007 h.1 NON as & I -0aH GENERAL INFOR *FORM (2) CITr OF ROSRNEAD, PLANNING DEPARTN= 8838 VALLSS BOULEVARD ROSIDSF-AD, CA 9177D (818) 288 -6671 SITE ADDRESS: 5101 (_,/}$ ( /L(1$5(11jV DATE: 10 - t7 n DESCRIPTION OF REQUEST/ PROJECT: 1� LCEA5E .� CL' /-L j -jc�iicD LOT SIZE: 4.3Zr A-c APN: 854Z-/8-9n2 ZONE: (�'( GEN. PLAN: PROJECT /BUSINESS NAME: ^ RoiLME1gO MF} 'nt 1 6 HOURS OF OPERATION: 'a-`l bV....R.-r �hpy /'-I DSY( NO. OF EMPLOYEES: 6 PROJECT DETAILS: (type or print on separate sheet if more apace is needed): C- ?Y Mi iNTtQf}UCt`7.'i72i0 /;VqQ An.D AI' +T v.- .Rc less FAc�,L Tzi Existing use: sf: to be demolished: YR sf to remain: A LL sf Proposed use: S qjYN C additional sf: L -- total sf: - height: 15 / 1 ST IA1 L Building sf broken down by intended use and number of structures or du: - N rfl Parking calculation (show sf /parking ratio /number required 6 provided): NSA Lot coverage, floor area ratio, landscaped percentage: VIA APPLICANT/ SUBDIVIDER: AggPME IYtICKATL CcLLM F n- GIp.NN �t Hso /lGt"v F;9 AT+T Address: 5rJY2 tifiDi /2�,7G.RGii3 Phone: - %lLl- Litz -7ti77 BUSINESS OWNER(S): /F T f T v Address: Phone: PROPERTY OWNER: L lT4 0(= R- o$L-11,ffAh Address: Phone: REPRESENTATIVE (architect, engineer, AGENT ): MiCHAe --� CmLL16 -P_ iv('GhAIVW ,45f Aaareaa: 59bz Al IDL2n,U elRC(_tr - Phone: 7(4- .V12 -- Y77 t4vM IM&roA! N CA 'F"rfF I hereby certify that the Aoolicant's signature: Print Name 14 ------------------------ APPLICATION ACCEPTED BY: // CASE(S): ✓ """' like (ate ve i correct to the best of my knowledge - �l� Date: /o- J7 -cy� --------------------------------------- DO NOT (WRITE BELOW TBIS LINE L U NO (S) FEE: FL /INFOSH RECEIVED Tq ED Nov 1 A 2660 0007 h.1 NON as & I -0aH • APPLICANT-S AFFIDAVIT (S) CITY OF ROSENF.AD, PLANNING DEPARTMENT 8838 VALLEY BOULEVARD ROSE D, CA 91770 (818) 288 -6671 The applicant, not the repre... tative, should read this sheet and then sign and notarize signature at bottom: NOTICE Dear Applicant: You are advised NOT to obtain any loans or loan commitments on the subject property,. or to clear the land, or do anything whatsoever that is dependent on final approval of your application. Anything you do before final approval will be AT YOUR OWN RISK. Do not assume that your case will be, or has been finally approved until you are officially notified of such decision IN WRITING by the City of Rosemead. Final approval- requires favorable action by the Planning Commission or the City Council. Further, final approval alone may not be enough. READ the notice of decision and the RESOLUTION of the Planning Commission or City Council on which the decision is based. It is necessary that you comply with ALL the conditions of approval set forth herein before the final approval takes effect. DD F. =?per. Sincerely, - ybECET `y L - Nov � 4 cudJ PETER LYONS _ Director of Planning City of Rosemead " Site Address: ( � I E. M.I SS(ay Date: _ fo � (-7 Description of Request /Project: - rLL? f_ SCL 'T-(T�C AAkT AFFIDAVIT City - of - ROSemaed. County of Lns- Ange}esy ✓�..��L State of California ) I /We, P'1(C"GL CoLLIM FOR G ,wn); I'ArsaC A6&Wi"Fog /iT +/ , hereby certify that I /we am /are the applicant(.) involved -in this request, and that the foregoing statement. and answers har.in contained, and the information herewith submitted -are in all respects true and correct to the beet of my /our knowledge and belief.. O Signed: Print Name(s): A�7 /LiM-�L l'OLG /d72 Failing Address: S�%yl M //J /%to}J �C[/1000 -' Phone: City/State/Zip: . 177Aa rJAJGTCU 13 e)GH �C'* !226y5_ Date: Subscribed and sworn to before me.thi. Zv day of NOTARY P IC ' FL /AFFIDAVIT DANA 12 SIMMONS 0 com m.a n62051 NOTARY PUBUGtAUFORNIA-1 ORANGE COUNTY D COMM. ESP. NOV. 20. 2001 • ERVIROKi0O1TAL ASS FORK (3) CITT OF ROSEKEAD, PLAN!liNG DEPARTKBNT 8838 VALLEY BOULEVARD ROSEMEAD, CA 91770 (818) 288 -6671 SITE ADDRESS: 1 lo I CAST M% SS1gi DATE: JO� /7 -da DESCRIPTION OF REQUEST /PROJECT: A-rt- CU-A5-t7 7 A5 -t SEE: A- MgCHQt 1. Surrounding land uses of the site: north PAR 1, r_uw i'ek; S (�% R south Rest i)cN—If AC LuJ i>rh.'SI7Y east _ PPKI <��Cs(DC" IA(— vest 2. Could the request, .if granted, have an effect on any of the items listed below? Answer yes or no in space provided. a. Chance in scenic views or vistag from exiating.residential areas to public lands or roads. No b. Change in pattern, scale or character of general area of project. No e. Chance in plant or animal life. NO d_ Increase of solid waste or litter. LJa e. Change in dust, ash, smoke, fumes or odors in vicinity. _+0 d. Increase of solid waste or litter. N$ e.. Chance in dust, ash, smoke, fumes or odors in vicinity. f. Change in ground water quality or quantity, or alteration of existing drainage patterns. LV❑ g. - Change in existing noise or vibration levels in the vicinity. -LEC7h. Site on filled land or on slopes of 10% or more. Kn_ i. Use or disposal of potentially hazardous materials, such as toxic substances, flammables or explosives. NV j. Projected change in demand for City services, (police, fire, water, sewage, etc.). NO k. Relationship to a larger project Or series of projects. If ye e, please type or print explanation on a separate sheet. 3. Number of trees on the site: o No. of oak trees: _n Number of trees to be removed: o Number of oak tree. to be removed: If oak trees are to be removed, please refer to RNC Sec. 9131 about permit procedures. C. Are there any known cultural, historical, archeological or any other .. environmental aspects of the project site and surrounding area that the Planning Department should be aware of? NO If yes, please type or print explanation on a separate sheet. SIGNATURE- DX-� DATE: /J FL /ENVIRON RECEIVED Nov Y 'f YOOn Jan 18 01 01:04p Gianni & nssociates, Inc. 818 247 0349 p.2 SITE NUMBER: C -144 (LA_144_a1) ADDRESS: 9101 East Mission, Rosemead, CA 91770 FOURTH AMENDMENT TO GROUND LEASE THIS FOURTH AMENDMENT TO GROUND LEASE is dated December 6, 2000, and is between City of Rosemead ( "Lessor ") and 'AB Cellular Holding, LLC, ,a Delaware limited liability company, formerly. known as Los Angeles Cellular Telephone Company, now doing business as AT &T Wireless Services ( "Lessee "); WITNESSETH: WHEREAS, on December 15, 1989, City of Rosemead (Lessor) and Lessee entered into a Ground Lease, whereby Lessor leased to Lessee certain Premises, therein described, that are a portion of the Property commonly known as 9101 East Mission, Rosemead, CA 91770 ( "Lease'). WHEREAS, Lessee desires to lease additional space from Lessor as shown on attached Exhibit A and Lessor is willing to lease such additional space. to Lessee on the terms and conditions contained herein; WHEREAS, The Initial Term of the Lease commenced December 15,1989 for a period of 5 years and Lessor granted Lessee conditional options per mutual agreement by parties. See addendum #36 on original lease; WHEREAS, Since the inception of the Lease, Lessee has moved its principal place of business and desires to modify the notice provision of the Lease accordingly; WHEREAS, Lessor and Lessee hereby express their mutual desire and intent to amend the Lease. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: (1) Lessor agrees to lease to Lessee an additional 'portion of the Property consisting of (a) a shelter /cabinet space of approximately 288 square feet and (b) such easements as are necessary for the antennas and initial installation as described on attached Exhibit A (collectively, "Additional Premises "), Lessee shall pay Lessor an additional monthly rental payment of $600.00 for the use of Additional Premises beginning on the first rental payment date after Lessee commences construction of the Additional Premises. (2) Lessee shall be entitled to install four (4) additional antennas and the equipment and accessories necessary for the operation of the Communication Facility. The location of the Additional Premises including the location of the Antennas are completely described herein on Exhibit A. 10' ft 47jr#/lfft7, j5 Jan 18 01 01:05p Gianni & Associates, Inc. '818 247 0349 • • SITE NUMBER: C -144 (LA_144_a1) ADDRESS: 9101 East Mission, Rosemead, CA 91770 (3) Addresses for notices to Lessee, as provided for in Paragraph 30 of the Lease, are hereby changed to the following: If to Lessee: AT &T Wireless Services AT &T Digital Broadband 12900 Park Plaza Drive 14520 N.E. 87t' Street Cerritos, CA 90703 -8573 Redmond, WA 89052 Attn: Real Estate Department ATTN: Manager, National Site Dev. With a copy to: AT &T Wireless Services PO Box 6028, Cerritos, CA 90702 -6028 Attn: Daniel E. Smith, Corporate Counsel If to Lessor: City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 (4) Lessor and Lessee agree that if any application by Lessee for any Governmental Approvals (as defined in the Lease) is finally denied or rejected, or if any Governmental Approval is canceled, expires, lapses or is otherwise withdrawn or terminated, or if, due.to technological changes or for any other reason, Lessee, in its sole discretion, determines that it will be unable to use the Additional` Premises for Lessee's intended purposes, as provided for herein, and defined and depicted on Exhibit A, then Lessee shall have the right to immediately terminate this Fourth Amendment. Lessee shall notify Lessor of Lessee's exercise of its right to terminate this Fourth Amendment, and this Fourth Amendment shall terminate upon Lessor's receipt of the notice. Termination shall relieve both parties of any further obligations under this Fourth Amendment, although each shall continue to have its remedies for any breach of a lease obligation, which occurred prior to the date of termination. Within 60 days following the termination of this Fourth Amendment, Lessee shall remove its personal property and fixtures constructed and installed on the Additional Premises pursuant to this Fourth Amendment ( "Lessee's Additional Personal Property "), and restore the Additional Premises to its original condition, reasonable wear and tear accepted. The parties agree that Paragraphs in the Lease (insurance, mutual release, indemnification, utilities) shall continue to apply to Lessee's use and occupancy of the Additional Premises until Lessee has completed its removal of Lessee's Additional Personal Property and restoration of the Additional Premises. (5) Except as provided for hereinabove, upon Lessee exercising its right to terminate this Fourth Amendment, Lessee's right to continue its Use and p.3 Jan 18 01 01:05p Gianni a Associates, Inc. 818 247 0349 p.4 • • SITE NUMBER: 0-144 (LA_144_at) ADDRESS: 9101 East Mission, Rosemead, CA 91770 occupancy of the original Premises (as defined in the Lease), shall be pursuant to those terms, covenants and conditions contained in the Lease, and Lessee exercising its right to terminate this Fourth Amendment as provided for hereinabove, shall not in any way be construed as affecting, limiting, modifying or terminating those terms, covenants, and provisions set forth in the Lease. (6) All other lease terms, conditions and provisions shall remain in full force and effect as contained in the original Lease, which provisions are incorporated herein by reference. Jan 18 01 01:05p Gianni & nssociates, Inc. 818 247 0349 p.5 SITE NUMBER: C -144 (LA_144_a1) ADDRESS: 9101 East Mission, Rosemead, CA 91770 This Fourth Amendment to the Lease shall become a part of the original Lease and shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives. IN WITNESS WHEREOF, the parties below have caused this Fourth Amendment to be executed as of the date first written above. LESSOR: City of Rosemead By: Name: Its: LESSEE AB Cellular Holding, LLC, a Delaware limited liability company, d /b /a AT &T Wireless Services By: AT &T Wireless Services, Inc., a Delaware corporation, its manager EM Name: I Is: Jan 18 01 01:OSp Gianni & Associates, Inc • SITE NUMBER: C -144 (tA_144_a1) ADDRESS: 9101 East Mission. Rosemead. CA 91770 EXHIBIT A 818 247 0349 p.6 0 0 THIRD ADDENDUM TO GROUND LEASE THIS ADDENDUM ( "Addendum "), effective as of December 15, 1999, amends that certain lease ( "Lease ") dated December 15, 1989, entered into by and between the CITY OF ROSEMEAD, a municipal corporation, as landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, now known as AB Cellular Holding LLC, a Delaware limited liability company d.b.a. AT &T Wireless Services and AT &T as tenant ( "Tenants "). In consideration of the extension of the Lease and other good and valuable consideration, the value and sufficiency of which is hereby acknowledged the parties hereto understand, acknowledge and agree that the Lease is hereby modified and supplemented as follows: Addendum Amends Lease. It is the intention of the parties that the terms of this Third Addendum shall supplement and amend the provisions contained in the Lease and the Second Addendum and that in the case of any inconsistency, either express or by implication. the terms of this Third Addendum shall control. Addendum 36: Additional Term of Five (5) Years. Pursuant to the provisions of the Lease, as amended by the Addendum, the parties hereto agree to extend the term of the Lease for an additional term of five (5) years, commencing on December 15, 1999 and ending on December 14, 2004. All other terms of the Lease, including the rental and cost of living rental adjustment provisions, shall remain in full force and effect. ATTEST: - �J City Clerk LANDLORD: TENANT: AB CELLULAR HOLDING LLC, A DELAWARE LIMITED LIABILITY COMPANY D.B.A. AT &T WIRELESS SERVICES AND AT &T By: /l)lh Tracey Doi Its: n„•P -0 0 AT&T AT &T Wireless Services P.O. Box 6028 Cerritos, CA 90702 -6028 (562) 924 -0000 October 14, 1999 City of Rosemead Brad Johnson, Planning Director 8838 East Valley Blvd. Rosemead, CA 91770 Re: Lease dated December 15, 1989, by and between the City of Rosemead as Landlord and Los Angeles Cellular Telephone Company, a California general partnership now known as AB Cellular Holding I.I.C. a Delaware limited liability company, d.b.a. AT &T Wireless Services and AT &T as Tenant concerning property located at 9101 E. Mission, Rosemead, California (C144). Dear Mr. Johnson: According to the terms of the above - mentioned Lease, Addendum 36, Additional Terms and Renewals, we hereby provide notice to extend the term for five years and continuing the rent and adjustments as established in the prior ten years. I f you wish to comment or have any questions, please call Ray Connors, Property Manager at (562) 468 -6059. Sincerely yours, Tracey ljoi Director of finance TD /tc MAYOR: JOE VASOUEZ MAYOR PRO TEM: MARGARET CLARK COUNCILMEMBERS: ROBERT W. BRUESCH JAY T. IMPERIAL GARY A. TAYLOR November 8, 1999 AT &T Tracey Doi Director of Finance P.O. Box 6028 Cerritos, CA 90702 -6027 I�L W 1Cu g� 1 os,,e ICcad 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 288 -6671 FAX (626) 307 -9218 Re: Lease dated December 15, 1989, by and between the City of Rosemead and Landlord and Los Aneeles Cellular Telephone Company, a California general partnership now known as AB Cellular Holding LLC, a Delaware limited liability company, d.b.a. AT & T Wireless Services and AT & T as Tenant concerning property located at 9101 E. Mission, Rosemead, California (C144) Dear Ms. Doi: Enclosed is the executed Third Addendum to Ground Lease. If you have any questions, please give me a call at (626) 288 -6671, extension 212. Sincerely, NANCY VALDERRAMA City Clerk City of Rosemead nv L.A. &h6.- CELLULAR Los Angeles Cellular Telephone Company May 29, 1997 Ms. Nancy Valderrama City Clerk City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 Dear Ms. Valderrama: RECEIVED CITY OF ROSEMEAD XN o 11997 CITY CLERK'S OFFICE General Order 159 -A ( "GO- 159 -A ") of the California Public Utilities Commission ( "CPUC ") requires cellular carriers to send a notification letter of a utility s intent to construct a cellular facility to CPUC's Safety and Enforcement Division within 15 business days of receipt of all requisite local land use approvals. The notification letter shall state that such approvals have been received, or that no land use approvals are required. As set forth in GO 159 -A, copies of the notification letter are required to be served concurrently by mail on the local governmental agency. Where the affected local governmental agency is a city, service of the notification letter to the city shall consist of service of separate copies of the notification letter upon the city planning director, the city clerk, and the city manager. In order to comply with these requirements, I have enclosed a copy of the notification letter for our project within your city limits. If you have any questions or require additional information, please call me at (310) 468 -6123. �ere�ly,_�� Petrina Phillips Government Relations Technical Specialist P.O. Box 6028, Cerritos, California 90702 -6028 (562) 924 -0000 • r • CELLULAR. Los Angeles Cellular Telephone Company MAY 2 3 !991 Mr. William R. Schulte Ref: Site No. 660 Safety and Enforcement Division California Public Utilities Commission 505 Van Ness Avenue San Francisco, CA 94102 Dear Mr. Schulte: This letter is to provide the Commission with notice pursuant to the provisions of General Order No. 159 -A of the Public Utilities Commission of the state of California that: O (a) Los Angeles Cellular Telephone Company ( LACTC ) has obtained all requisite land use approvals for the project described in Attachment A. ❑ (b) Land use approval is not required for the project described in Attachment A because: Copies of this notification letter have been provided to the appropriate local governmental agencies for their information. Should any local agency have any questions regarding this project, or if that agency disagrees with any of the information contained herein, the agency may contact Joseph Morales, of LACTC, at (310) 468 -6145, or Mr. William R. Schulte, of the CPUC, Safety and Enforcement Division, at the above address. Daniel M. Bazerman Vice President Engineering and Operations Los Angeles Cellular Telephone Company John H. Sonde President and General Manager Los Angeles Cellular Telephone Company P.O. Box 6028, Cerritos, California 90702 -6028 (562) 924 -0000 ATTACHMENT A 1. Project Description: Site Number: 660 Site Address: 1001 -1021 San Gabriel Rosemead, California Location: 34° 02' 22" N 1180 04'53"W Assessor s Parcel Number: 5275 -014 -060 & 061 Number of Antennae to be installed: 12 Tower Design: Roof mount Tower Appearance:(see attachment B) Tower Height: 33' Building Size (s): 18' x 23' Description of modification: 2. Business addresses of all local governmental agencies: a. City of Rosemead Planning Department 8838 E. Valley Boulevard Rosemead, CA 91770 Contact: Peter Lyons 3. Land Use Approval: 0 On April 21, 1997 the Planning Commission for the City of Rosemead approved Conditional Use Permit No. 97 -703 for the proposed construction. On May 15, 1997 the appeal period expired. No appeal was filed. Date Received: May 16, 1997 I - Pb10�1 0 w Z 0 N Q F 0 ti m F- m LU Igo A ;,a'1i mX Illml .]U n i I i. SH 81NzIWHOV-Ud. City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 0 MAINTENANCE AGREEMENT This agreement is effective only upon receipt of signed contract and payment in full. MAINTENANCE WILL EXPIRE ON: 12/31/96 EFFECTIVE DATE OF RENEWED AGREEMENT Upon receipt of payment EQUIPMENT TYPE: XXXII E TELEPHONE DESCRIPTION: BASE CABINET: CARDS: PERIPHERALS:""" VOICE MAIL: N/A MAINTENANCE AMOUNT: $3,992.72. Upon receipt of payment, maintenance shall be renewed for an additional 12 months. STANDARD COVERAGE: Mon. - Fri., 8:00 a.m. to 5:00 P.M. TERMS AND CONDITIONS 1.) Terms and Services provided: In exchange for the payment by the customer of the Total Fees Due set forth, L.A. -Tel agrees to provide repair and maintenance services to the hardware listed on the attached inventory sheet ( "Equipment ") for a period of twelve months from the effective date of this Agreement ( "Effective Date "). Such services shall be performed solely at the location of the Equipment listed on the attached inventory sheet. Repair and maintenance services shall provide labor and materials as required and in accordance with this Agreement. All replaced parts shall become the property of L.A. -Tel. L.A. -Tel will maintain the Equipment in accordance with the following standards: (1) only manufacturer's parts of equal or better quality will be used; (2) all maintenance and repairs will be performed by authorized personnel of L.A. - Tel. The Customer and L.A. -Tel may each terminate this Agreement at any time by giving to the other at least thirty (30) days written advance notice. Termination by the customer will result in the forfeiture of any refund. 2.) Time of Service: L.A. -Tel's normal working hours for the purpose of this Agreement are 8:00 a.m. to 5:00 p.m., Monday through Friday, except holidays. Extended coverage plans are available at the additional annual premium. Services performed beyond the hours covered by this Agreement (which include Extended Coverage hours, if any) will be billed in accordance with L.A. -Tel's standard rates for labor. Parts and ma:::,ials will be covered by this Agreement 3.) RENEWAL: Provided that there has been no lapse in coverage under this Agreement. Upon the expiration of the term of this Agreement and each renewal term thereof, this Agreement shall be automatically renewed for an additional twelve month period unless earlier terminated upon thirty days advance written notice. Billing will be rendered in advance of expiration date and prompt forwarding of your remittance will insure your coverage without interruption. Your canceled check constitutes acceptance of this Maintenance Agreement. If payment is not received by the date this Agreement is to begin, the Equipment covered by this Agreement Wit be serviced on a time, parts and materials basis in accordance with L.A. -Tel's standard rates. 4.) RESPONSE: The customer shall notify L.A. -Tel in the event of any Equipment failure, and L.A. -Tel shall provide service in accordance with its normal operating procedures. When the L.A. -TEL L.A. -TEL • CORPORATION Equipment is entirely out of service (i.e. when the Customer is unable to place or receive any calls through the Equipment) L.A. -Tel agrees to use its best efforts to respond to the Customer's notification within three hours, but shall not be responsible for any delays in performing its obligations hereunder due to any cause beyond its reasonable control. 5.) DEFAULT: If the Customer fails to perform any obligation it owes to L.A. -Tel under this Agreement or otherwise, such failure shall be deemed a default by the Customer hereunder giving L.A. -Tel the right to terminate this Agreement on ten (10) days written notice. In addition, if any work is performed by unauthorized personnel (i.e. technicians not employed or under contract with L.A. -Tel) this Agreement becomes null and void and the Customer forfeits all rights hereunder including any prorated refund. 6.) EXCEPTIONS: The repair and Maintenance services to be provided by L.A. -Tel under this Maintenance Agreement do not include: (1) repair or replacement of Equipment which has become defective due to damage caused by accidents, physical abuse, misuse, acts of God, fire or lightening; or (2) labor, parts and materials costs of relocation, rearrangement, additions or removal of Equipment. L.A. -Tel shall not be responsible for work performed by persons other than authorized representatives of L.A. -Tel. 7.) TAXES: All maintenance charges are exclusive of all federal, state or local taxes. The Customer shall pay, or reimburse L.A. -Tel, any such taxes upon receipt of invoices submitted to Customer by L.A. -Tel. 8.) DISCLAIMER OF WARRANTY: L.A. -Tel makes no warranty of any kind, whether expressed or implied (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose) , with respect to the subject matter hereof, maintenance to be performed by L.A. -Tel pursuant to the terms hereof, or parts to be supplied hereunder. 9.) LIMITATION OF LIABILITY: Customer agrees that L.A. -Tel's total liability to Customer for any damages suffered in connection with, or arising out of, this Agreement for Customer's use of any documentation, Equipment or services provided (or to be provided) hereunder, regardless of whether any such liability is based upon contract, tort or any other basis, shall be limited to a maximum of the repair or replacement (at L.A. -Tel's option) of the particular item or component of the Equipment involved. In no event shall L.A. -Tel be liable to customer for any incidental, consequential, special or indirect damages (including, without limitation, damages arising from loss of business, data, profits or good will) incurred or suffered by customer in connection with or arising out of this agreement or Customer's use of any equipment, documentation, parts or services provided, or to be provided hereunder, even if L.A. -Tel has been apprised of the likelihood of the same. L.A. -Tel Accepted By: Date: " Please note that peripherals are not covered by Maintenance Agreement. e 3638 Motor Avenue Los Angeles, CA 90034 Tel.: (310) 204 -2770 • Fax.: (310) 838 -1594 L.A. -TEL CORPORATION 0 TWELVE BENEFITS OF A L.A. TEL MAINTENANCE AGREEMENT RENEWAL AND LABOR RATE DISCOUNTS: Discounts are given for maintenance and warranty renewals. Also discounted labor rates for adds,moves and changes for maintenance customers. NO PREMISE VISIT CHARGES: Premise visit charges will be waived for all clients covered under a Maintenance Agreement. NO SURPRISES: With a L. A. -Tel Maintenance Agreement, your equipment is covered for 100% parts and labor!! (Subject to the terms of the Agreement) GUARANTEED RESPONSE TIMES: ZONE 1 (0 -30 Miles) ZONE 2 (31 -60 Miles) Emergency Service 4 Hours 6 Hours Routine Service 24 Hours 36 Hours TOTAL PACIFIC BELL and GTE LIAISON: Whether for trouble reports, additions or changes to your existing service, your one call to us takes care of everything!! FREE RETRAINING: When your staff changes, call us to set up a re- training appointment. INVENTORY PRIORITY: Your Maintenance Agreement assures you first priority in equipment allocation. FREE CONSULTATION: Call us with any questions you may have about any aspect of your communications needs. Put our expertise at your disposal!! FREE REMOTE PROGRAMMING: Routine software changes to your system data base are included under your Maintenance Agreement. (System must be configured to support remote administration) SAVE $$$ ON MAINTENANCE AGREEMENT COSTS: When you subscribe to U. S. VOICE! (The most competitively priced long distance service in the country) BUDGET YOUR EXPENSES: A Maintenance Agreement allows you to budget your expenses and protects you from unanticipated service costs. Convenient payment plans are available. FREE PREVENTATIVE MAINTENANCE: Annual preventative maintenance inspections to ensure greater reliability of your equipment at no cost to you. e1 3638 Motor Avenue Los Angeles, CA 90034 Tel.: (310) 204 -2770 • Fox.: (310) 838 -1594 ! 0 SECOND ADDENDUM TO GROUND LEASE THIS ADDENDUM ( "Addendum "), effective as of December 15, 1994, amends that certain lease ( "Lease ") dated December 15, 1989, entered into by and between the CITY OF ROSEMEAD, a municipal corporation, as landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as tenant ( "Tenant'). In consideration of the extension of the Lease and other good and valuable consideration, the value and sufficiency of which is hereby acknowledged the parties hereto understand, acknowledge and agree that the Lease is hereby modified and supplemented as follows: Addendum Amends Lease. It is the intention of the parties that the terms of this Second Addendum shall supplement and amend the provisions contained in the Lease and the first Addendum and that in the case of any inconsistency, either express or by implication, the terms of this Second Addendum shall control. Addendum 40: Additional Term of Five (5) Years. Pursuant to the provisions of the Lease, as amended by the Addendum, the parties hereto agree to extend the term of the Lease for an additional term of five (5) years, commencing on December 15, 1994 and ending on December 14, 1999. All other terms of the Lease, including the rental and cost of living rental adjustment provisions, shall remain in full force and effect. ATTEST: Nancy Vald rama, City Clerk LANDLORD: CI al TENANT: LOS ANGELES CELL CocH.R.rv� L CELLULAR Los Angeles Cellular Telephone Company January 10, 1995 JAN 121995 111_ _.�..- ..__....�_.�.__.....: Mr. Peter Lyons Director of Planning City of Rosemead 8838 E. Valley Blvd P.O. Box 399 Rosemead, CA 91770 Re: L.A. Cellular Lease Extension Dear Mr. Lyons: Enclosed, please find one executed original of the Second Addendum to Ground Lease. Please do not hesitate to call if you have any questions or concerns. Sincerely yours, RaymondConnors Real Estate Manager RC:pp Box 6028, Cerritos, California 90702 -6028 (310) 924 -0000 CELLULAR Los Angeles Cellular Telephone Company September 14, 1994 Mr. Gary Chicots Planning Director City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 Dear Mr. Chicots: This letter is to serve as notice that Los Angeles Cellular Telephone Company (L.A. Cellular) wishes to continue as a Tenant in the City of Rosemead under the same terms and conditions as currently prevail in the lease document of December 15, 1989 between Los Angeles Cellular Telephone Company and the City of Rosemead. As you may know, the Lease states that the Tenant (L.A. Cellular) must send notice to the Landlord (City of Rosemead) as to its intent to continue the Lease, which is our desire. Should you have any questions, please feel free to call. Thank you for your consideration in this matter. Sincerely, Charles Vranek Real Estate Acquisitions and Site Development CV:sc Box 6028, Cerritos, California 90702 -6028 (310) 924 -0000 GROUND LEAS* [Building and Antennae to be Constructed] LALA\ CELLULAR Lw A Vd. Cdlu ..kph. Company THIS GROUND LEASE ( "Lease ") is dated for reference purposes only this i rth day of, December '19s9_ by and between City of Rosemead ( "Landlord "), and Los Angeles Cellular Telephone Company, a California general partnership ( "Tenant "). WHEREAS, Landlord is the owner of certain real property in the City of Rosemead County ofLos Angeles State of California, commonly known as 9101 East Mission and more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property "). WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the Property shown as cross - hatched on the plot plan of the Property attached as Exhibit "B" hereto and made a part hereof showing in addition a description of Tenant' "Easements," as defined below, (collectively, the "Premises "). WHEREAS, Tenant requires certain easements in order to make the Premises suitable for Tenants use and Landlord desires to grant to Tenant, as part of the Premises, the Easements described in Paragraph 3, hereinbelow. NOW, THEREFORE, Landlord hereby leases the Premises and grants the Easements to Tenant on the terms and conditions hereinafter set forth. 1. Term. and Commencement. This Lease shall be for an Initial Term commencing on Decpmhpr t 5, , 1999_ ( "Term Cmmencement Date "), and ending — five - _ ( —s_) years thereafter. Notwithstanding the foregoing, it is understood and agreed between the parties that Tenants use of the Premises is contingent upon Tenant obtaining all necessary governmental approvals and permits to allow it to construct and operate the "Communications Facility," as such term is defined in Paragraph 7 hereinbelow, on the Premises. The period of time from the Term Commencement Date to the date on which Tenant has obtained all necessary governmental approvals and permits and has provided Landlord written notice of the commencement of construction of its Communications Facility, as provided below, shall be called the "Permit Phase." The period of time from the date of the written notice by Tenant to Landlord of the commencement of construction of the Communications Facility to the expiration of the Initial Term of this Lease, as same may be extended, as provided below, shall be called the "Operational Phase." 2. Additional Terms and Renewals. l aadbcdpecebygraruskaTenar# - ------ ------- f -- - +se arateep4errfrrteex4end st Wit aJ Termtcc-------------- (- --�aeparafasonsesutiveadd tic3naGperiods ( Add i oflal3eFras'�)-0f -f'we(5)yearseeeh =-the sarne _W=sarad_concU=isseiforth"Uus- Lease- fecShe- Inifa4T4am; Eae*»- optioFl-sha be vA9matisally-enerGised -by Seoania� less Tenant shallgivaLandtorslnotiseat- leasi�hcea j3}rueratSas before the erfiKatierteii#�e initial Terfa er- Adc�itieAal Term than in EffeciotTenauL�desirato. Izuninate- thisLeaserothecwiserupcarisuct�autematisaxSensior�; sastaAEIGIMeaal -TeRr ehal4 become.paztafshe InitialTerm.Itae JnitialTeraraaadany.4dditieaa! Ser�asshallbe- refeued -te hereir�iadwiduallyaadselleetively as if�_Tecai'�flh ea e. see Addendum 36 3. Easements. Landlord hereby grants to Tenant as easements appurtenant to the Premises the following easements: (i) a non- exclusive, perpetual easement for vehicular and pedestrian ingress and egress to and from the Premises twenty -four (24) hours a day, seven (7) days a week as shown and marked "Access Easement" on Exhibit "B" attached hereto, (ii) a non - exclusive, perpetual easement for the installation and/or use of sub - surface utility lines, including, without limitation, electrical, water, gas, telephone, power, drains and/or sewer pipes located or to be located under, across and through those portions of the Property as shown and marked "Sub- Surface Utility Easement" on Exhibit "B" attached hereto, (iii) a non - exclusive, perpetual easement for the installation and/or use of overhead utility lines, including, without limitation, electrical, telephone, power and /or other utility lines, and/or support apparatus located or to be located above, across and through those portions of the Property as shown and marked "Overhead Lines Utility Easement" on Exhibit "B" attached hereto, and (iv) zero ( 0 ) assigned parking space(s) as shown and marked "Assigned Parking Space(s)" on Exhibit "B" attached hereto and one ( 1 ) unassigned parking space(s) as shown and marked "Non- Assigned Parking Space(s)" on Exhibit "B" attached hereto (individually and collectively, the "Easements "). The Easements shall include placement and traffic of such trucks, vehicles and heavy or other construction or repair machinery on the Property from time to time as may be necessary or appropriate for the construction, installation, operation, maintenance, replacement and/or removal of the Communications Facility. Tenant shall promptly repair upon written notice by Landlord to Tenant all damage to the Property, if any, directly caused by Tenants construction or use of the Easements to a condition that existed immediately prior to such damage; provided, however, that Tenant shall not be liable to Landlord or any such other person or entity entitled to use the Property on which the Easements are located for any consequential damages, including economic loss, attributable to such use, damage or repairs. To the extent that the Easements and improvements thereon are constructed or used by Tenant exclusively, and except for such maintenance necessitated by the use or negligent misuse of the Easements by Landlord and/or Landlords assigns, independent contractors, agents and /or invitees, Tenant shall maintain during the Term of this Lease the Easements and all improvements thereon in good condition and repair, free and clear of any obstructions and other hazards to persons entitled to use the Easements. In connection with the foregoing and for the purposes of either (i) obtaining the necessary governmental permits and approvals for the construction, operation and/or maintenance of the Communications Facility or (ii) serving the Premises with any necessary or appropriate utilities in connection with the installation, construction, operation and /or maintenance of the Communications Facility, Landlord shall upon Tenants request enter into agreements or shall hereby authorize Tenant to enter into agreements with and grant easements (in the locations of the Easements shown on Exhibit "B ") to, any public authority and/or public utility which are necessary or appropriate for Tenants use of the Premises for installation, construction, operation, and/or maintenance of its Communications Facility as provided herein. In addition, notwithstanding anything to the contrary contained in this Lease, Tenant shall have the absolute right to assign its rights to the Easements, in whole or in part, without the consent of Landlord to any third GROUND LEASE ® Los Angeles Cellular Telephone Company 1988 Initials. _a Land rd Tenant party, including, without limit, to Tenants contractor(s), as necessary orropriate for Tenants use and enjoyment of the Premises. Except as otherwis signated on Exhibit "B;' the term of any eas ,lent or other interest granted hereunder shall be perpetual. Vaaathastlaaright-at"sole nostaadexpensetarelocatef ie Fasamanfc p=ideb-hare10-aojQngas -au h otoLat nn w ltnotnrtatetialfYadverselyaffectLandturzy5usea ttlTe Property. Landlord shall promptly execute, acknowledge and deliver to Tenant within five (5) business days after request therefor by Tenant all documents, agreements or instruments which are reasonably necessary or appropriate to effectuate the purposes described in this Paragraph 3. The Easements shall be part of the Premises so long as this Lease is in full force and effect and Premises, as that term is used in this Lease, shall include by definition the Easements. * *See addendum 38 4. Permit Phase Termination. Landlord understands and agrees that Tenants ability to use the Premises is contingent on the Premises and the Easements being suitable for Tenants intended use from both an economic and technical engineering basis, and on Tenants ability to obtain and maintain all required governmental permits and approvals. In the event that during the Permit Phase Tenant, in its sole discretion, determines that the Premises and/or the Easements are or have become unsuitable and/or any required governmental permits or approvals cannot be obtained or maintained and/or the cost or effort required to obtain and/or maintain such governmental permits and approvals is or has become, in Tenants judgment, economically impractical, then Tenant shall have the right to terminate this Lease upon thirty (30) days prior written notice to Landlord. 5. Rent. Concurrently with the execution of this Lease, Tenant shall pay to Landlord the sum of Eight hundred Dollars (9+8 00 . 00 ) as payment in advance for Rent during the Permit Phase of this Lease; provided, however, in the event said period of time should extend beyond Four ) months from the Term Commencement Date, Tenant shall pay to Landlord the sum of Two hundred Dollars $200.00 ( ) per month in advance on the first day of the month, for each month thereafter until the "Operational Phase Commencement Date," as defined below, or earlier termination hereof during the Permit Phase, as provided in Paragraph 4 above. In the event of such termination by Tenant, all sums theretofor paid by Tenant to Landlord as Rent during the Permit Phase shall remain the property of Landlord. Tenant shall give Landlord written notice upon commencement of construction of the Communications Facility on the Premises, and the date of said notification shall become the commencement date of the Operational Phase of this Lease ( "Operational Phase Commencement Date "). A copy of such written notification shall be attached hereto for future reference regarding the anniversary date of the commencement of payment of Operational Phase Rent. Beginning with the Operational Phase Commencement Date, Tenant shall pay to Landlord monthly Rent in the sum of Eight hundred Dollars ($300.U0 ) per month in advance on the first day of each and every month during the Term as such amount may be increased or decreased as hereinafter provided. Beginning at the expiration of the first twelve -month period following the Operational Phase Commencement Date and continuing for each twelve -month period thereafter, including during any Additional Term, the Rent shall be increased or decreased, if applicable, by the percentage increase or decrease of the Consumer Price Index for All Urban Consumers applicable to the Los Angeles- Anaheim - Riverside area published by the U.S. Department of Labor, Bureau of Labor Statistics subgroup "All Items (1967 = 100)" ( "Index ") then in effect, over the Index that was in effect at the commencement of the immediately preceding twelve -month period; provided, however, that in no event shall the increase or decrease in Rent payable, as adjusted, be greater than five percent (5 %) of the Rent payable for the twelve -month period immediately preceding said adjustment and in no event shall said Rent decrease below the original Rent effective on the Operational Phase Commence- ment Date. 6. Use. Tenant shall have the right to use the Premises for the purpose of constructing, maintaining and operating its Communications Facility as such maybe expanded or modified as provided herein and for any other lawful purpose approved by Landlord. 7. Construction and Alterations. Tenant shall have the right to construct and install on the Premises its communications facility with such specifications as Tenant shall determine, initially to consist of one building with communications equipment and one monopole with antennae array and all necessary appurtenances, support equipment and such other equipment, cables and/or conduits as may be appropriate for Tenants business use of the Property ( "Communications Facility "). Subject to the obtaining of all necessary governmental approvals, �Enarrt shalt tlavc� the right to'rttotltfy,'R?cOTStPOLTBPfB €rSi3rg8 -Ts EommurncationsfacHltyvvithirrthe- Premise - fmrrrtimedo-timeasienantrinits suit! discretion -na7iiei ni ffdEessaFy andrr appropriateforitst+ien earentbusiness ase. Tenant shall not interfere in any way with radio or other equipment which Landlord or any other user may have on or in the Property at the time Tenants equipment is installed. The Communications Facility installed by Tenant, including, without limitation, the building, monopole, antennae array, communications equipment and the support equipment located on the Premises, including the support equipment located on the Easements, shall at all times be the sole property of Tenant. * * See addendum 39 8. Cooperation; Indemnity. Landlord shall fully cooperate with Tenant by executing and joining in applications for governmen- tal permits or approvals covering Tenants use, construction and /or occupation of the Premises, including the Easements, provided that Tenant shall reimburse Landlord for any and all reasonable expenses attributable to said cooperation which are approved in advance by Tenant in writing. Tenant shall keep the Property and the Premises free from mechanics' liens arising out of Tenants construction. Tenant shall indemnify and hold Landlord harmless from any claim, demand or cause of action which may arise from Tenants negligent actor omission or willful misconduct in the construction, installation, operation or maintenance of its Communications Facility, except for any occurrence attributable, in whole cr in part, to Landlord and/or its assigns, tenants, agents, employees, customers, invitees or contractors. 9. Quiet- "eymeRtand 6andlerd`&+4on We Ference.- L- endlord- agrees- foritself and its �ssasartctasstgrisn0M 6on6tr�st eFperR+i approae, eeeseeretheria seallowfo­beeaRStRrefed -arrtheflroperty v. on any-oftrpropertytotater?withfn a isof#iveFwRdred{50%fee+ eft# rem "sesf#fettnaybe- ewned;ieased,- censedonxfiervviseconholtedty t-andturd -orby any- iRdwidea� paRaere�ror�oratier} N+eF eeRAels- LeRdbrdar iscrorMroNed �- andtord ,-ar��mprovemerrts,-buildmg stwelafes-o+et#ae Rremisesvnde, this Leas addition - and- witfacx�2fefereROe -te sFlkR�ie- radidsseHerf #r�theiRrrRediately fxeeeedingsenlenee; tandlorttstralhnotza0sevr percnitaRy nterfereR6ew th t#reooRStfbeficxf iRStelletieR,i RaiRteRaReeandforeperationof •Tenant'rEommunicationsfacW.. to tk1eQY6Rt2RyEU6t} IRt91' �6feRfiB •Shai�f3E£dF�e�,�titS4VIRe03t; iRNRediBtCty{5{te•oreatlSCtO'betakenatlsaC+raCtlDnS'- as- ar�R6Ge6Sar�- t66erie6t -aR� 611RiIRatB fiHeiiiRteFfefeRf,'�iRekiC�IR§ i@ CC jB F- af,` f1oR- e3•R18q'+je-Tegtltlgd"t��elTdrft �I'iCt/pr r61Fpt�lirS9nd9Rt- 91- T6RaRt;- tOFaRy- 66StiHGlfrfeE} �y �6Ralit -t6 00Fr2e ;- 98riie�R(iCdIRgrt��+'Siees and costs -tn GROUND LEASE 1988 —2— InitiaIS7�� I aef lena�nt tfmltatiorrtandfordshatf rrol eayseorpermit {iJarnrdetayirt11 iedeliverTorf possession Vf•theP2rnisesta-1errant beyond theTarm eommencemen f)att -, ii ar"terrference wi to i to e papa anduptiniumplace, erttand- operation -ofaitegaipmerrtandapparatas by% narrttoconstrr�ctarrdoperatethetommoncatio nuFauilft7mthe-Prem6sebub5u hrnaytne -modfied;;mprovedvr-enfarged fromtimeto tin eparsvantiothisteaseand /or(irt) to m constroctforrorinstaHat on; wfthoutienartt prio, vy, ttenconserrtirtitssu e and-absolute d scretiorr -of anyfmprovemertrbt3Hdrtgs tincture,-Facility orvthertrarhersor physicatconditiorrsvn-theProperty whictrw dinterfer ewith-dn&orimpede- TenartNsyse-ofttrePrfmf sesvnderthf stease- Teira.,tmayccni&ionitscu,, enttothe foregoingro rrtartdforctsaclreement7tvreiacate- attandlordt a cost and expense; the-@ommanicationsfaciRy -(orsach portionthereofasfsrecessargto el mina imped meMjtosnclr mprovementbniidfng atraetureorfacifity ataloeatorrreasorrablysatfsfact em, t,t -dndk rd- shafhbem- A- costsandexMsesessocfate&wKhthe rebeationwork�nelndngvaithartiinrtatortrerryiossofrevenueto _......._-__ -ines atr ec!W'dowmtime'ofienanYsYeNc>Far cornn equipment eneHorfacflities focatedentside the PromfseseitheHnwhole orin-part See Addendum 37 10. Utilities and Taxes. Tenant shall pay all utilities to the extent required for Tenantt use of the Premises. Landlord and Tenant shall reasonably cooperate to provide for a separate metering of said utilities. Landlord shall pay for all real property taxes and assessments against the Premises; provided, however, that Tenant shall, if requested by Landlord, pay to Landlord any increase in said taxes or assessments based solely on the assessed value of any improvements constructed by Tenant on the Premises for operation of its Communications Facility, and provided, further, that Tenant shall have the right to protest and contest any such taxes or assessments with the appropriate governmental authority. Tenant shall pay all personal property taxes on its equipment located on the Premises. 11. Removal of Property. Tenant shall remove, within a reasonable period of time (not to exceed sixty (60) days) following the expiration of the Term hereof, such personal property, equipment, trade fixture(s) and improvement(s) as are specifically designated as required to be removed by Tenant, if any, on Exhibit "B" attached hereto. If any such personal property, equipment, trade fixtures, and improvements are not specifically designated as required to be removed by Tenant on Exhibit "B;' then Tenant shall have the right, but not the obligation, to remove such items within a reasonable period of time (not to exceed sixty (60) days) following the expiration or earlier termination of the Term hereof. Any personal property, equipment, trade fixtures and improvements which are not removed by Tenant within sixty (60) days after the expiration or earlier termination of this Lease shall, upon the expiration of said sixty (60) day period, become the property of Landlord (subject, however, to any interest therein or rights thereto of any third parties in accordance with Paragraph 29 of this Lease) and Tenant shall thereafter have no rights, obligations or liabilities whatsoever with respect thereto. 12. Title Matters. (a) Title. Landlord represents and warrants that it has full authority to enter into this Lease and to grant the Easements and that Landlord has fee title to the Property and the Premises, subject to only those exceptions as shown on Exhibit "C" attached hereto and made a part hereof ( "Permitted Title Exceptions "), and that Landlord has provided to Tenant copies of all agreements and documents affecting Tenants use of the Premises and /or leasehold estate acquired hereunder. (b) Memorandum of Lease. Concurrently with the execution of this Lease, Landlord and Tenant shall execute and have acknowledged the memorandum of lease in the form attached hereto as Exhibit "D" and made a part hereof ( "Memorandum of Lease "), which Memorandum of Lease may be recorded by Tenant concurrently with or after the execution of this Lease. Tenant shall bear the cost of all recording charges associated with recording of all documents required to be recorded under this Lease. 13. Assignment. Tenant may assign this Lease or sublet the Premises or any part thereof (including the Easements) without the consent of Landlord, provided each such sublease or assignment is expressly made subject to the provisions of this Lease. However, notwithstanding any such subletting or assignment, Tenant shall remain primarily liable for the performance of all terms and conditions of this Lease unless expressly released by Landlord in writing. 14. Insurance. Throughout the Term, Tenant shall maintain insurance against public liability for injury to persons (including death) or damage to property occurring within, upon or about the Premises or Property. Such insurance policy shall be a combined single limit policy in an amount not less than $500,000 per occurrence and Landlord shall be named as an additional insured under the policy. Said insurance may be in the form of general coverage or floating policies covering these and other premises. 15. Damage or Destruction /Eminent Domain. If the whole or any part of the Communications Facility or the Premises, including the Easements, are damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or any other casualty (all of which are herein called "damage "), or taken, in whole or in part, by eminent domain or condemnation or sold under the threat of the exercise of said power (all of which are herein called "condemnation ") which damage or condemnation makes the Premises unsuitable or uneconomic for Tenants use, Tenant may terminate this Lease and all of the obligations of either party hereunder upon written notice to Landlord provided that such notice is given by Tenant to Landlord within thirty (30) days of the latter to occur of (i) the date of such damage or condemnation or (ii) Tenants determination that continued use of the Premises is unsuitable or uneconomic. If, in the event of a condemnation, Tenant does not so elect to terminate, this Lease shall continue in effect and the Rent payable by Tenant shall be reduced by an amount which reflects the value to Tenant of the portion of the Premises conveyed or taken in connection with such condemnation compared to the total value of the Premises immediately before the condemnation. Further, regardless of whether this Lease is terminated as provided in this paragraph, Tenant shall in the event of a condemnation be entitled to receive just compensation from the condemning authority or transferee for loss of all or any portion of the Premises, this Lease and/or the Communications Facility, or any use thereof, including, without limitation, the value of any personal property and/or trade fixtures taken, the cost of relocating the Communications Facility or any portion thereof and/or any loss of business. 16. Tenant's Default. If Tenant shall fail to make any payment of Rent herein provided when due, Landlord shall forward written notice of such failure to Tenant, as provided in Paragraph 30 hereinbelow, and the failure of Tenant to cure within fifteen (15) days afterTenantt receipt of said notice shall bean" Event of Default' under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. If Tenant shall fail to perform any of the terms or provisions of this Lease other than the payment of Rent, and if Landlord shall give Tenant written notice, as provided herein, of such failure and if Tenant shall not cure such failure Initials` M2 Ir ® Los Angeles Cellular Telephone Company 1988 GROUND LEASE -3- Tenant to perform within thirty (30) da fterTenant's receipt of said notice, or, if the f -' to perform is of such a character as to require more than thirty (30) days to c3Wnd Tenant shall not use reasonable dilic arccommencing a cure of such failure during said period, such failure shall be deemed an "Event of Default" of Tenant's obligations under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. Tenant shall not be in default under this Lease unless and until an "Event of Default," as defined in this paragraph, shall have occurred. 17. Landlord's Default. If Landlord shall default on any of its obligations contained in this Lease, Tenant shall have the right to deliver written notice of such default to Landlord, as provided in Paragraph 30 hereinbelow, and failure of Landlord to cure such default within thirty (30) days or any such lesser period as may be expressly provided herein shall be a default under this Lease and Tenant may thereafter pursue any and all remedies available to it under law, including, without limitation, the right, but not the obligation, to cure said default and submit a written statement of costs incurred for curing said default to Landlord. In such event, Landlord shall have thirty (30) days following receipt of such written statement to reimburse Tenant for costs incurred. The foregoing shall in no way limit Tenant's right to seek equitable relief without notice to Landlord. 18. Non - Disturbance and Attornment. So long as this Lease is in full force and effect and there is no uncured Event of Default with respect to Tenant's obligations hereunder, no ground lease, mortgage, deed of trust or other interest to which this Lease and/ or Tenant's rights are or may become subordinate (hereinafter collectively "Senior Interest "), and no action or proceeding under and/or termination of any such Senior Interest, shall affect in any manner whatsoever (i) Tenants rights under this Lease, (ii) Tenant's use, possession or enjoyment of the Premises, including the Easements or (iii) the leasehold estate granted by this Lease. Landlord shall obtain and provide Tenant with a non - disturbance and attornment agreement in the form attached hereto as Exhibit "E" and made a part hereof (the "Non- Disturbance and Attornment Agreement ") from the holder(s) of each and every such Senior Interest of which Landlord has or acquires actual knowledge and/or which is recorded prior to the recordation of the Memorandum of Lease. This Lease and Tenant's rights hereunder shall be subject to a Senior Interest so long as the holder of said Senior Interest (i) agrees to the provisions of this Paragraph 18 and (ii) has executed and delivered to Tenant the Non - Disturbance and Attornment Agreement in the form attached as Exhibit "E" 19. Estoppel Certificate. From time to time upon not less than twenty (20) days prior written notice by either party, the other party shall execute, acknowledge and deliver to the requesting party a statement in writing certifying that, this Lease (together with any Non- Disturbance and Attornment Agreement) is unmodified and in full force and effect (or if modified, describing such modification(s)) and that the requesting party is not in default, except as specified in such statement, in regard to any of its obligations under this Lease and further setting forth the Rent then payable hereunder, the dates to which Rent has been paid in advance, 4 any, and such other statements relating to delivery and acceptance of the Premises as the requesting party's lender, purchaser, assignee or sublessee may require. Said statement shall be accurate and binding on the party executing same and may be relied upon by any such person as hereinabove described at whose insistence the estoppel was prepared and/or delivered. 20. Obligations and Rights Run with the Land. The Easements, and each and all of the obligations, rights, restrictions, liens and charges set forth in this Lease run with the land comprising Tenant§ estate and Landlord's estate and every portion thereof, and are binding upon and inure to the benefit of the respective successors (by operation of law or otherwise), assigns, tenants, invitees and agents of the parties hereto and other lawful occupants of Tenant's estate and Landlord's estate. The grant of easements contained herein together with the rights and obligations of the parties hereto, shall remain in full force and effect and shall not be modified even upon the foreclosure of or default under any Senior Interest. 21. Landlord's Covenant to Provide Notice. In addition to any other obligation of Landlord to provide notice to Tenant provided herein, Landlord shall deliver to Tenant, as provided in Paragraph 30 hereinbelow, any and all notices) received by Landlord which pertain to Tenant's use and enjoyment of the Premises, including, without limitation, from any governmental authority, lender, lien claimant or any other person or entity claiming an interest in or right to the Premises. Landlord shall deliver such notice(s) to Tenant promptly upon receipt of same by Landlord. 22. Time of Essence. Time is of the essence of each and every provision of this Lease. 23. Consent of Parties. Except as otherwise expressly provided herein, whenever the consent or approval of either party is required, that party shall not unreasonably withhold or delay such consent or approval. 24. California Law. This Lease shall be construed and enforced in accordance with the laws of the State of California. 25. Successors and Assigns. Each and all of the rights and obligations of the parties under this Lease shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns. 26. Severability. The invalidity of any portion of this Lease shall not affect the remainder of this Lease. 27. Attorneys' Fees. In the event that any action shall be instituted by either of the parties hereto for the enforcement of any of its rights or remedies in and under this Lease or the Non - Disturbance and Attornment Agreement, the prevailing party shall be entitled to recover from the other party all costs incurred by said prevailing party in said action, including reasonable attorneys' fees to the extent fixed by the Court therein. 28. Additional Agreements. From and after the date of this Lease, each of the parties hereto shall promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such instruments or documents and to take all actions pursuant to the provisions hereof as may reasonably be requested by any party to carry out the intent or purpose of this Lease. 29. Tenant's Premises, Equipment Financing and Leasehold Assignment. Landlord acknowledges that Tenant's use of the Premises includes proprietary trade secrets. Accordingly, Landlord shall have no right whatsoever to enter the Premises without Tenant§ prior written consent which Tenant may withhold in its sole and absolute discretion. Landlord hereby expressly understands and agrees that, at all times during the Term, Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or all of the Communications Facility and/or any of Tenant's furniture, fixtures, equipment and/or other property utilized orto be utilized in connection therewith ( "Equipment Financing ") and/or to assign or pledge Tenant's interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenant's interest in the Premises any instruments or documents as may be Initials. . L d GROUND LEASE 1988 _4_ Tenon required with respect to such Opment Financing or Leasehold Assignm4kandlord hereby waives any and all rights or interest which Landlord may have or acquire to or in the Communications Facility and/or any of Tenants furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith and hereby agrees that same will not constitute realty regardless of the law of fixtures and /or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord shall not grant, create or purport to grantor create any security interest whatsoever in the Communications Facility and/or any of Tenants furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith. Landlord hereby expressly understands and agrees to promptly execute, acknowledge and deliver to Tenant, upon request by Tenant, all such instruments and documents as are reasonably requested by Tenant, in order for Tenant to consummate the transactions contemplated by this Paragraph 29. 30. Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and shall be deemed given and served upon delivery if delivered personally, or three (3) days after mailing if sent by certified mail, postage prepaid, as follows: If to Tenant, addressed to: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering With a Copy to: Pettit S Martin 355 S. Grand Avenue, 33rd Floor Los Angeles, CA 90071 Attn: David Luber, Esq. If to Landlord, addressed to: City of Rosemead Attn: City Manager 8838 E. Valley Blvd. Ras,Mo,a ralif g1770 Ref: Maintenance Yard Any party may change the address or persons to which notices are to be sent to it by giving the written notice of such change of address or persons to the other parties in the manner herein provided for giving notice. 31. Operational Phase Termination. In addition to any other right or event of termination hereunder, Tenant may at any time during the Initial Term or any Additional Terms during the Operational Phase, terminate this Lease on thirty (30) days prior written notice to Landlord, provided that Tenant shall concurrently with the giving of such notice of termination pay Landlord an amount equal to three (3) months Rent, as such Rent shall be determined pursuant to Paragraph 5, hereinabove. 32. Compliance with Laws. Landlord and Tenant shall comply in all respects with all applicable building codes, regulations and ordinances affecting the Property. 33. Entire Agreement. This Lease along with all exhibits and attachments or other documents affixed hereto or referred to herein as part of the agreement between the parties (including, without limitation, the Memorandum of Lease and the Non - Disturbance and Attornment Agreement) constitutes the entire and exclusive agreement between Landlord and Tenant relative to the Premises, including the Easements, herein described and "Lease" as such term is used herein shall include by definition all such exhibits, attachments and other documents. All prior or contemporaneous oral agreements, understandings and/or discussions relative to the leasing of the Premises, including the Easements, are merged in or revoked by this Lease. This Lease and said exhibits, attachments and other documents may be altered, amended or revoked only by instrument in writing signed by both Landlord and Tenant. 34. Landlords Authority to Execute Lease. Landlord represents and warrants that this Lease and the execution hereof does not and will not conflict with or violate the Articles of Incorporation, By Laws, Partnership Agreement, Instrument of Trust or any other comparable document of Landlord or any agreement to which Landlord is a party or by which it or its assets are bound. Further, Landlord and each individual executing this Lease on behalf of Landlord represent and warrant that he /she is duly authorized to execute and deliver this Lease on behalf of Landlord and that this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. Landlord shall, at its sole cost and expense, concurrently with its execution of this Lease (and at other times at Tenants request), deliver to Tenant, without limitation, such resolutions, certificates, approvals, letter of conservatorship, Court orders and written assurances as Tenant may request authorizing and approving the execution of this Lease. 35. Addendum. Attached hereto is an addendum or addenda containing paragraphs 36 through 39 which constitutes a part of this Lease. m Los Angeles Cellular Telephone Company 1988 GROUND LEASE Initials: �� L n od —5— Tenant LANDLORD AND TENAAAVE CAREFULLY READ AND REVIEWED A LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, DEMONSTRATE THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. ATTACHED EXHIBITS EXHIBIT "N' Legal Description of Property EXHIBIT "B" Plot Plan (Diagram of Property and Premises, including the Easements) EXHIBIT "C" Permitted Title Exceptions EXHIBIT "D" Memorandum of Lease EXHIBIT "E" Non - Disturbance and Attornment Agreement IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: By -City of/�Rosemea ,� ��,/ 1L�O w ✓� =�C_ Its: Dennis McDonald, Mayor By: Its: GROUND LEASE 1988 —6— TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a Californip gen ral partnership By: HO ARD FRANTOM. Its: President and General Manager • ADDENDUM TO GROUND ASE THIS ADDENDUM ( "Addendum ") amends that certain lease ( "Lease ") dated December 15, 1989 , entered into by and between City of Rosemead , as landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as tenant ( "Tenant "). In consideration of the execution of the Lease and other good and valuable consideration, the value and sufficiency of which is hereby acknowledged the parties hereto understand, acknowledge and agree that the Lease is hereby modified and supplemented as follows: Addendum Amends Lease. It is the intention of the parties that the terms of this Addendum shall supplement and amend the provisions contained in the Lease and that in the case of any inconsistency, either express or by implication, the terms of this Addendum shall control. Addendum 36: Additional Terms and Renewals. The Landlord and Tenant may, but are not required to, agree to extend this Lease, after the five (5) year terms, upon such terms and conditions as may be mutually agreeable. Any reference herein to "Additional Terms" shall refer to such additional terms as may be agreed upon by the parties hereto. Addendum 37: Quiet eniovment and Landlord's Non - Interference. Landlord and Tenant agree that the present use of the property surrounding the site does not constitute an interference with Tenant's proposed use. So long as Landlord utilizes the surrounding property for public park and recreation facilities, Tenant shall make no claim that such uses interfere with Tenant's use as a Communications Facility. Addendum 38: Easements. Tenant, subject to Landlord's right of reasonable approval, shall have the right, at tenant's sole cost and expense to relocate the Easements provided herein so long as such relocation will not adversely effect the Landlord's or the public's use of the Property. Addendum 39: Construction and Alterations. Subject to the approval of an amendment to Conditional Use Permit 89 -469, and subject to the obtaining of all other necessary governmental approvals, including but not limited to City of Rosemead Building Permit, and subject to Landlord's reasonable right of 'approval, Tenant shall have the right to modify, reconstruct and enlarge its Communications Facility within the Premises from time to time. LANDLORD: City of Rosemead Its: Dennis McDonald, Mayor TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership By Its : Howard Frantom, President and General EXHIBIT 9 PAGE I OF 4 I DESCRIPTION OF UNDERLYING PROPERTY: THOSE PORTION OF LOTS 2 AND 3, TRACT NO. 1812, IN THE CITY OF ROSEMEAD, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20 PAGE 193 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, WHICH LIE EASTERLY OF A LINE WHICH IS PARALLEL WITH AND 728.44 FEET WESTERLY, MEASURED AT RIGHT ANGLES, FROM THE EASTERLY LINE OF SAID LOT 3. EXCEPTING THEREFROM THOSE PORTIONS THEREOF WHICH LIES WITHIN THOSE CERTAIN PARCELS OF LAND DESCRIBED AS PARCELS 1 AND 2, IN DEED TO ROSEMEAD SCHOOL DISTRICT OF LAS ANGELES COUNTY, RECORDED AS DOCUMENT NO. 2534, ON AUGUST 9, 1948, IN BOOK 27924 PAGE 391 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. THAT PORTION OF THE ABOVE DESCRIBED UNDERLYING PROPERTY, DESCRIBED AS FOLLOWS: COMMENCING ON A POINT ON THE CENTERLINE OF MISSION DRIVE DISTANT THEREAT S 69'54'10 "E 103.38' FROM ITS CENTERLINE INTERSECTION OF NEWBY AVENUE; THENCE, ALONG THE WEST LINE OF SAID UNDERLYING PROPERTY, N 00.42'20 "W 1115.05 FEET TO A POINT ON THE NORTH LINE OF ROSEMEAD PARK PER CSB 2117 Al OF 3, SAID POINT ALSO BEING THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE, ALONG SAID NORTH LINE, 1. N 89'56'15 "E 35.00 FEET; THENCE, PARALLEL WITH THE WEST LINE OF SAID UNDERLYING PROPERTY, S 00'43'20 "E 22.00 FEET; THENCE, PARALLEL WITH SAID NORTH LINE, S 89056'15 "W 35.00 FEET TO A POINT ON SAID WEST LINE; THENCE ALONG SAID LINE, N 00'42'20 "W 27.00 FEET TO THE POINT OF BEGINNING. CONTAINING 945 SQUARE FEET; 0.02 ACRES. Y 0 oft 04 Y m! 1Z %I v TOGETHER WITH AN EASEMENT, 15.00 FEET WIDE, FOR INGRESS, EGRESS, PARKING, UNDERGROUND CABLES AND ACCESS FOR INSTALLATION AND MAINTENANCE OF FACILITIES, OVER AND ACROSS ABOVE SAID UNDERLYING PROPERTY, THE CENTER LINE OF SAID EASEMENT BEING DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EASTERLY PROLONGATION OF THE NORTH LINE OF ABOVE DESCRIBED FACILITY SITE, DISTANT 7.50 FEET FROM ITS EASTERLY TERMINUS THEREOF; THENCE, PARALLEL WITH ABOVE SAID WEST LINE OF UNDERLYING PROPERTY; 1. S 00'42'20 "E 257.90 FEET; THENCE, 2. S 10014132 "W 163.00 FEET; THENCE, 3. S 00.48'23 "W 623.33 FEET; THENCE, 4. S 11'55'25 "E 43.00± FEET TO THE NORTH LINE OF MISSION DRIVE LACTC CELL SITE 144.2 9101 MISSION BOULEVARD ROSEMEAD, CALIFORNIA GPA GROUP, INC. 2325 N. LAKE AVENUE ALTADENA. CA. 91001 EXHIBIT r I PAGE 2 OF4 N C K' ww *w nN..% lra 7f' nf. sr Mlq• . d f i POR LOT 3 POR LOT 2 O w 20 PAGE 193 I R TRACT NO 1812 k 9 } a BOUNDARY SURVEY PLAN SCALE I "• 200' LACTC CELL SITE 144.2 9101 MISSION 80LILEVARC ROSEMEAD 9 CALIFORNIA GPA GROUP INC. 2325 N. LAKE AVENUE ALTADENA. CA. 91001 GORDON N. POKERS R.C.E. 32077 w �M W C7 F- m k w I f c t =1 k m a 1 IL f i 0 a >s ui _ c U3 O � F Ti'i O� CD C i c2 Q L) 99) — -15¢ � EXHIBIT I PAGE 4 OF4 ..�. NORTH ELEVATION -- .. SCALE i• •to' I I a LACTC CELL SITE 144.2 9101 MISSION BOULEVARD ROSEMEAD 9 CALIFORNIA GPA GROUP. INC. 2325 N. LAKE AVENUE ALTADENA. CA. 91001 WA 7R.A ROROON N. PONFRS R_C.F. 32077 • Id • L.A. /0\ CELLULAR Los Angeles Cellular Telephone Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering EXHIBIT "D" MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ( "Memorandum of Lease ") is made this 15th day of December 1989 between City of Rosemead as Landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as Tenant ( "Tenant "), who agree as follows: Landlord has leased to Tenant and Tenant has leased from Landlord those certain portions of that certain Property, more particularly described in the Lease ( "Premises "), in the City of Rosemead County of Los Angeles State of California, commonly known as 9101 East Mission , more particularly described in Exhibit "A" attached hereto ( "Property "), for a term commencing on December 15 ,19 89, and ending five ( 5) years thereaftec ("**tial anoptiertef Tenant to- extend -the initfaliermier----- -----j )- ecroseeative- periodq-eH----- ----- f �- yeafe- eae4r(",4dekie%I Terms rwrtheterms andcenditiensset forth in�aictEease Al the terms and conditions of which Lease, including, without limitation, the Easements as more particularly described therein, are made a part hereof as though fully set forth herein. During the Initial Term and any Additional Terms of the Lease, Landlord shall not subordinate the Lease to any deed of trust or other Senior Interest without obtaining a Non - Disturbance and Attornment Agreement from the proposed lender or other Senior Interest holder, nor shall it permit the construction of any improvements on any property controlled by Landlord which might interfere or compete with Tenant's use of the Premises, including the optimum functioning of its Communications Facility located tliereon, all as more fully set forth in the Lease. Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or all of the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith ( "Equipment Financing ") and /or to assign or pledge Tenant's interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenant's interest in the Premises any instruments or documents as may be required with respect to such Equipment Financing or Leasehold Assignment. Landlord understands and agrees that Landlord shall not acquire any right to or interest in the Communications Facility and/or any of Tenantls furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith notwithstanding the law of fixtures and /or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord understands and agrees that Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and/ or other property utilized or to be utilized in connection therewith. This Memorandum of Lease is prepared for the purpose of recordation, and in no way modifies the provisions of the Lease. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease on the date first above written. LANDLORD: City of Rosemead Its: Dennis McDonald, Mayor By: Its: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership By: f A6 lfbWARD FRA OM Its: President and General Manager [Acknowledgments to be affixed to this signature page.] [Legal Description of Property to be attached as Exhibit "A" to this document] BUILDING AND ROOF SPACE LEASE ® Los Angeles Cellular Telephone Company 1988 Ir r� U RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: L.A. th, CELLULAR Los Angeles CellularTelephone Company Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering EXHIBIT "E" NON - DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT ( "Agreement ") is made this 15 day of 11 cpmhar 15 , 1989 by and between corporation (hereinafter called "Lender "), its successors and assigns (including, but not limited to, the holder of the Note and Deed of Trust hereinafter described), and Los Angeles Cellular Telephone Co any, a California general partnership (hereinafter called "Tenant "), which is the tenant under a Lease between Tenant and Ci ty of Rosemead ("Landlord"), dated December 15, 1989 ( "Lease "), pertaining to those certain portions of that certain Property, more particularly described in the Lease ( "Premises "), in the City of Rosemead , County of Los Angeles , State of California, commonly known as 9101 East Mission and more fully described in Exhibit "A" attached hereto (hereinafter called the "Property "). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and Lender hereby warrant and represent and agree with each other as of the date hereof, as follows: 1. Lender hereby consents to and approves the Lease and all the terms and conditions thereof, including, without limitation, the construction and operation of Tenant§ "Communications Facility," as provided therein. 2. The Lease and any and all extensions, modifications and renewals thereof and all of Tenant's rights and interest therein and thereunder are hereby subjected and subordinated to, and are declared to be subject and subordinate to that certain Deed of Trust from Landlord or Landlord's predecessor in interest to Lender, and all extensions, modifications and renewals thereof or of the indebtedness secured thereby, given as security for certain loan obligations from Landlord or Landlord's predecessor in interest to Lender and recorded in the Recorder's Office of the County of on 19 —, as instrument no. and pertaining to the Property (such Deed of Trust and all extensions, modifications and renewals thereof are referred to herein as the "Deed of Trust "), to the same extent as if the Deed of Trust documents had been executed, delivered and recorded prior to the execution of the Lease. 3. Tenant's subordination is upon and subject to the express conditions that: a. So long as Tenant continues to pay the rent as provided for in the Lease and otherwise has not been determined by a court of competent jurisdiction to be in default under any of the material terms and provisions thereof, Lender shall not disturb the rights to possession and enjoyment of Tenant in and to the Premises, including the Easements, as set forth in the Lease, nor shall the leasehold estate granted by the Lease be affected in any manner whatsoever, nor the obligations of the parties thereunder be modified or amended in any way, notwithstanding any foreclosure or proceedings in lieu thereof affecting the Premises and whether or not Tenant is made a party thereto; and b. Upon passing of title to the Premises to the Lender or to any other party in any foreclosure or proceedings in lieu thereof, the party acquiring such title shall thereupon during the period of such party's ownership, by virtue of such acquisition of title and continued ownership and without the execution of any further instruments or documents, be deemed to be the landlord for all purposes of the Lease during the period of such ownership and be deemed to have assumed the full and complete performance of all the obligations of Landlord as set forth in the Lease which accrue during the period of such owner -ship; and c. If Lender shall take possession, without acquiring title thereto, but in such a manner as to be entitled to receive rents therefor, Lender shall, in addition, be deemed to have assumed all the obligations of Landlord set forth in the Lease accruing during such period of possession. 4. Lender, by its execution and acceptance of this Agreement, agrees that in the event Lender takes possession of the Property as note - holder -in- possession, by foreclosure of the Deed of Trust or by acquisition of title in lieu of foreclosure, not to affect or disturb Tenant's right to possession of the Premises in the exercise of Lender's rights so long as the Lease has not expired by its terms, and Tenant has not been determined by a court of competent jurisdiction to be in default under any of the material terms, covenants or conditions of the Lease. In the event that Lender or any other party succeeds to the interest of Landlord under the Lease by foreclosure or by acquisition of title to the Property in lieu of foreclosure, or any other action taken under the Deed of Trust by Lender, or in the event that Lender exercises the rights granted to it by any assignment, Tenant hereby agrees to be bound to Lender or such other party under all of the terms, covenants and conditions of the Lease; and, Tenant agrees that it shall attorn to, and be liable to and recognize Lender or such other party as Tenant's new landlord for the balance of the term of the Lease upon and subject to all the terms and conditions thereof, and Landlord and Tenant both agree that the Lease and the rights of Tenant thereunder, including such rights to the Easements, shall continue in full force and effect as a direct lease between Tenant and Lender or such other party upon all the terms, covenants and agreements set out in the Lease, and the rights of Tenant thereunder shall not be terminated or disturbed except in accordance with the terms and provisions of the Lease, and Tenant shall thereafter make the rental payments set out in the Lease as instructed by written notice b party, forwarded to Tenant by certified mail, return receipt requested or registered mail, postage prepaid. BUILDING AND ROOF SPACE LEASE ® Los Angeles Cellular Telephone Company 1988 and attornment shall be effec� and self operative without the execution I&y further instrument by Lender and Tenant immediately upon the successi y Lender or such other party to the interest Landlord under the Lease; and the respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then remaining balance of the term of the Lease and any extension or renewal permitted thereby, shall be and are the same as are now set forth in the Lease or as it may have been modified with Lender§ consent, if required. 5. Lender understands, acknowledges and agrees that notwithstanding anything to the contrary contained in the Deed of Trust and/or any related financing documents, including, without limitation, any UCC -1 financing statement. Lender shall acquire no interest in any furniture, fixtures, equipment and/or other property installed by Tenant on the Property. Lender hereby expressly waives any interest which Lender may have or acquire with respect to such furniture, fixtures, equipment and/or other property of Tenant now, or hereafter, located on or affixed to the Premises or any portion thereof and Lender hereby agrees that same do not constitute realty regardless of the manner in which same are attached or affixed to the Property. This Agreement shall be binding on and inure to the benefit of Tenant, Lender and their respective successors and assigns. Landlord joins in this Agreement for the purpose of consenting to the provisions hereof and agrees to be bound hereby. IN WITNESS WHEREOF, Tenant, Landlord and Lender have caused this Agreement to be executed the date first above written. LANDLORD: City of Rosemead e� Its: Dennis McDonald By: Its: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California generaINIartnership By: Ho and Frantom Its: President and General Manager LENDER: By: Its: By: Its: [Acknowledgments to be affixed to this signature page] [Legal Description of Property to be attached as Exhibit "A" to this document.] IN m Los Angeles Cellular Telephone Company 1988 —2— Tenant l TO: FROM: DATE: RE: r, HONORABLE MAYOR AND MEMBERS ROSEMEAD CITY COUNCIL • FRANK G. TRIPEPI, CITY MANAGER -/� DECEMBER 7, 1989 LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE COMPANY AND THE CITY OF ROSEMEAD At the regular City Council meeting of November 14, 1989, the City Council denied L.A. Cellular's request for a twenty year agreement. ' At the end of the meeting, Mr. Vraneck, of L.A. Cellular, requested that he be permitted to bring a revised agreement back to the Council. Attached is a memorandum from the City Attorney regarding the proposed revised lease agreement. Also, attached for your information is a copy of the agenda item from the November 14, 1989 Council meeting. Recommendation If the Council approves the revised modifications to the Agreement, it would be appropriate to approve the Agreement and direct the Mayor to sign said Agreement. FGT:nv Attachments A:12- 12 -9N:4 COUNCIL AGENDA ®FC 1.2 7989 ITEM No. '� F-] 0 WALLIN, KRESS, REISMAN, PRICE & DILKES LAW OF -V'IC F :v 2tl00 -f W f.Y .'Y -CIG MTF+ $TiF,p T, su,,L 315 SANTA MONICA, CALIFORNIA 90405-2934 T'L' -HONE 12131 450-9562 rA% 2134SOO106 TO: HONORABLE MAYOR AND CITY COUNCIL FROM: CITY ATTORNEY /`�pCi IL- i RE: PROPOSED LEASE WITH L.A. CELLULAR DATE: December 7, 1989 Per Council direction, I have discussed possible revisions to the lease form originally proposed by L.A. Cellular. Mr. Charlie Vraneck, representing L.A. Cellular has agreed to the following changes: 1. The .following sentence would replace the first sentence of paragraph 1: 1. Term and Commencement. for a term commencing on ending five (5) years thereafter. This Lease shall be ,1989, and 2. The following would replace the existing paragraph 2: 2. Additional Terms and Renewals. The Landlord and Tenant may, but are not required to, agree to extend this Lease, after the five (5) year term, upon such terms and conditions as may be mutually agreeable. Any reference herein to "Additional Terms" shall refer to such additional terms as may be agreed upon by the parties hereto. 3. The following would replace paragraph 9: 9. Quiet Enjoyment and Landlord's Non - Interference. Landlord and Tenant agree that the present use of the property surrounding the site does not constitute an interference with Tenant's proposed use. So long as Landlord utilizes the surrounding property for public park and recreation facilities, Tenant shall make no claim that such uses interfere with Tenant's use as a Communications Facility. These modifications, in addition to the modifications previously agreed to (as detailed in my October 30, 3.989 memo to 0 • WALLIN, KRESS, REISMAN, PRICE & DILKES L/i OF CES Honorable Mayor and City Council December 7, 1989 Page 2 the Council), would also need to be incorporated into the lease summary and other exhibits. Mr. Vraneck.will be in attendance at the Council meeting to answer any questions you may have. cc: City Manager Assistant City Manager Planning Director Director of Parks & Recreation S E M ( • • TO: HONORABLE MAYOR AND MEMBERS ROSEMEAD CITY COUNCIL FROM: RANK G. TRIPEPI, CITY MANAGER DATE: NOVEMBER 9, 1989 RE: LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE COMPANY AND THE CITY OF ROSEMEAD This item was deferred from the regular meeting of October 10, 1989, to allow analysis by the City Attorney. The requested information is attached for your consideration. Attachments FGT:jw A.40 :11 �C!v :9PQ ._4. ;Ado. • St lepor TO: HONORABLE MAYOR AND MEMBERS ROSEMEAD CITY COUNCIL FROM: FRANK G. TRIPEPI, CITY MANAGER DATE: OCTOBER 4, 1989 RE: LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE COMPANY AND THE CITY OF ROSEMEAD Los Angeles Cellular Telephone Company has submitted for the City Council's consideration a lease agreement to locate a 75 -foot high cellular pole at the City's public works yard located at 9105 Mission Drive. The terms of the agreement are initially for five years with options to renew the agreement in five -year increments. L.A. Cellular proposes to improve the site with the construction of a 75 -foot mono pole and a 360 square -foot building to house the electrical equipment. In addition, L.A. Cellular will provide additional eight -foot (8') fencing, paving, and roll gates necessary to secure the project. The cellular pole, as designed, will not interfere with the daily operation of the yard. As the Citv Council may be aware, the Rosemead Planning Commission approved Conditional Use Permit Case No. 89 -469 and Zone Variance Case No. 89 -195 to construct the mono pole and facility shelter at Rosemead's public works yard at their October 2, 1989 meeting. Because the mono pole will be at least 550 feet from existing residential homes and that Rosemead Park, Rosemead High, and Encinita Junior High Schools would act as a buffer area, it is anticipated that the project will have little affect on the surrounding area. RECOD44ENDATI ON Staff recommends approval of the lease agreement between the City of Rosemead and Los Angeles Cellular Telephone Company and authorization for the Mayor to execute the agreement. FGT: j':;:101089CC:1 L � _ i E WALLIN, KRESS, REISMAN, PRICE & DILKES Ln Y/ OFFICES 2800 l ".•J EfIT V -EIG nTn STREET, SllI ' 315 5ANTA MONKA, CALIFORNIP 90405 -293`1 .ELEanOa:E 12.31 aSO -5552 FAN 2134500506 TO: HONORABLE MAYOR AND CITY COUNCIL FROM: CITY ATTORNEYA "� RE: PROPOSED GROUND LEASE WITH L.A. CELLULAR DATE: October 30, 1989 At the last City Council meeting, the Council deferred action on the proposed lease with L. A. Cellular. Councilman Taylor requested further information on the rights of the parties to terminate the lease during its term. At the outset, I must advise you that the decision to enter into this lease is a policy question for the Council. You must weigh the projected revenue stream (at least $192,000 if the full 20 years are picked up) versus any possible interference with park and maintenance yard operations. In evaluating this proposal, you should take into account the fact that the proposed Lessee has applied for and been granted a conditional use permit for this communications facility by the Rosemead Planning Commission. The Planning Commission, on the staff's recommendation, included conditions of approval that will result in additional fencing and concrete paving in the City Maintenance Yard, as requested by the Parks and Recreation Department. In addition, plans for construction of the small building and cellular pole will be submitted for the regular plan check process, which includes referral to the Fire Department for review and approval subject to conditions. With this background, I have the following comments on the concerns raised: 1. Rent Adjustment. The lease contains a clause (§5) that provides that the rent will be adjusted annually, based upon the Consumer Price-Index. The rent can go up or down, based upon the index, but realistically, it will increase over the years. There are no out -of- pocket costs to the City to provide this space. Therefore, the application of the consumer price index to the rental would attempt to make future rental payments equal to $800 WALLIN. KRESS.WISMAN. PRICE & DILKES 40 Law OFFICCB Honorable Mayor and City Council October 30, 1989 Page 2 per month in 1989 dollars. There is a limit of 50 on annual increases or decreases. Given the fact that there are no out - of- pocket expenses to the City, such a limitation is reasonable to me. Again, the acceptability of this term is a policy decision for the Council. 2. Cooperation in Government Approval Process. Councilman Taylor also expressed concerns over the requirement that the City cooperate in obtaining government approvals for the project. This Lease is also designed to be used when the Lessor is a private entity. In these circumstances, it is my understanding that all necessary governmental approvals for the siting of this cellular antenna have been obtained. I do not view this continuing requirement as a matter of concern. 3. Termination. Councilman Taylor questioned whether the Lessor and Lessee had equal rights to terminate the lease. The answer is clearly no. If the City enters into the lease, L. A. Cellular, so long as it pays its rent and does not violate any of the lease provisions, can remain in place for up to 20 years. L. A. Cellular has the right ( §4) to terminate the lease during the permit phase. Prior to the commencement of operations at the site, the Lessee may terminate the lease on thirty days' notice. L. A. Cellular does not seem inclined to do this; rather, they are trying to become operational as soon as possible. once the lease is approved, the City would not have the right to terminate the lease, except for cause (breach of lease terms that is net cured) including the non - payment of rent. L. A. Cellular is given the right to terminate the lease ( §31) during its term, by giving thirty days' notice and paying a cancellation penalty equal to three (3) months rent. If, for example, the cellular market changed dramatically, and everyone switched to PacTel instead of L. A. Cellular service, then the pole might not be necessary. The City is not given the right to change its mind and order L.A. Cellular to vacate the premises. The company will be making a substantial investment in site improvements. It is reasonable for them to have the assurance that if they construct those facilities, they will be allowed to remain in place per the lease terms. 4. Reimbursement for "Down - Time". Section 9, Quiet Enjoyment, provides that if the City takes any action which interferes with the communication equipment, that it shall be liable for relocation of the equipment and associated down -time. WALLIN, KRESS, OISMAN, PRICE & DILKES A`N OFFICES Honorable Mayor and City Council October 30, 1989 Page 3 Inasmuch as the surrounding property is permanently dedicated to park use, this provision is not of particular concern. The section also provides that the City shall not construct, allow or permit any other structures, within 500 feet of the facilities, that would compete with the facilities or interfere with their operation. Again, given the surrounding park, this would not appear to be a problem. 5. .Easements. L.A. Cellular has agreed to modify the lease provision that would give them unilateral power to relocate necessary easements. Instead, they have agreed that §3, page 2, the second complete sentence, may be modified to read: "Tenant, subject to Landlord's right of reasonable approval, shall have the right, at tenant's sole cost and expense to relocate the Easements provided herein so long as such relocation will not adversely effect the Landlord's or the public's use of the Property." As a practical matter, the easements involved will run parallel with the utility easements. In the event those easements must be relocated, it would occur only after consultation with and approval by the City. 6. Construction and Alterations. L. A. Cellular has also agreed to modify that portion of §7 that would allow them to unilaterally modify, reconstruct or enlarge its facilities. The second sentence of §7 may be modified to read: "Subject to the approval of an amendment to Conditional Use Permit 89 -469, and subject to the obtaining of all other necessary governmental approvals, including but not limited to City of Rosemead Building Permit, and subject to Landlord's reasonable right of approval, Tenant shall have the right to modify, reconstruct and enlarge its Communications Facility within the Premises from time to time." It is logical, that if the City encourages the Company to move onto the site, and then takes action to interfere with the possession of the site, the costs of down -time and relocation should be borne by the landlord. WALLIN. KRESS. OISMAN, PRICE & DILKES • �A" OEFKES Honorable Mayor and City Council October 30, 1989 Page 4 XON10401,802S 1 Most of the provisions contained in this lease would be expected to be found in a commercial ground lease that involves a substantial expenditure for tenant improvements and fixtures. By entering into the lease, the City is giving up some flexibility in utilizing its property, for up to twenty years. You will have to decide whether the revenue stream is a sufficient incentive to relinquish some level of control over a portion of the maintenance yard and park. I will be happy to address any further questions you may have on this item. cc: City Manager Assistant City Manager Planning Director Director of Parks and Recreation City Clerk GROUND LEAK (Building and Antennae to be Constructed] LAlA CEUUt-AR 1.,. A,ya,. CrlluluT Ir,6,rc C.p ..r THIS GROUND LEASE ( "Lease '') is dated for reference purposes only this 15th day of by and between City of Rosemead ( "Landlord "), and Los Angeles Cellular Telephone Company, a California general partnership ( "Tenant "). County of Los Angeles September IN WHEREAS, Landlord is the owner of certain real property in the City of Rosemead State of California, commonly known as 9101 E. Mission dnd more pal Gcuial iy uescl ibed in Exhibit " A" attacl red hereto and made a part hereof (the 'Property"). WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the Property shown as cross- hatched on the plot plan of the Property attached as Exhibit "B" hereto and made a part hereof showing in addition a description of Tenant's "Easements;' as defined below, (collectively, the "Premises "). WHEREAS, Tenant requires certain easements in order to make the Premises suitable for Tenant's use and Landlord desires to grant to Tenant, as part of the Premises, the Easements described in Paragraph 3, hereinbelow. NOW, THEREFORE, Landlord hereby leases the Premises and grants the Easements to Tenant on the terms and conditions hereinafter set forth. Sept .ember 15 19 89 1. Term and Commencement. This Lease shall be for an Initial Term commencing on __ — ( ''Term Commencement Date "). and ending ve (—S—) . years thereafter ( "Initial, Term "). tlotwr�hstan(5ng the foregoing, it is understood and agreed between the parties that Tenants use of the Premises is ror tingent upon Tenant ohtaining all necessary governmental approvals and permits to allow it to construct and operate the "Communications Facility;' as such term is defined in Paragraph 7 hereinbelow, on the Premises. The period of time from the Term Commencement Date to the date on which Tenant has obtained all necessary governmental approvals and permits and has provided Landlord written notice of the commencement of construction of its Communications Facility, as provided below, shall be called the ''Permit Phase :' The period of time from the date of the written notice by Tenant to Landlord of the commencement of construction of the Communications Facility to the expiration of the Initial Term of this Lease, as same may be extended, as provided below, shall be called the "Operational Phase:' 2. Additional Terms and Renewals. Landlord hereby grants to Tenant three ( 3__) separate options to extend the Initial Term for three _ __ 0—) separate consecutive additional periods ( "Additional Terms'), of five (5) years each on the same terms and conditions set forth in this Lease for the Initial Term. Each option shall be automatically exercised by Tenant unless Tenant shall aive Landlord notice at least three (3) months before the expiration of the Initial Term or Additional Term then in effect of Tenants desire to terminate this Lease, otherwise, upon such automatic extension, such Additional Term shall become part of the Initial Term. The Initial Term and any Additional Terms shall be referred to herein individually and collectively as the "Term" of this Lease. 3. Easements. Landlord hereby grants to Tenant as easements appurtenant to the Premises the following easements: (i) a non- exclusive, perpetual easement for vehicular and pedestrian ingress and egress to and from the Premises twenty -four (24) hours a day, seven (7) days a week as shown and marked "Access Easement" on Exhibit "B'' attached hereto, (ii) a non- exclusive, perpetual easement for the installation and /or use of sub - surface utility lines, including, without limitation, electrical, water, gas, telephone, cower, drains and /or sever pipes located orto be located under, across and through those portions of the Property as shown and marked "Sub- Surface Utility Easement" on Exhibit " B" attached hereto. (iii) a non - exclusive, perpetual easement for the installation and /or use of overhead utility lines, including, without limitation, electrical, telephone, power and/'Or other utility lines, and /or support apparatus located or to be located above, across and through those portions of the Property as shown and marked "Overhead Lines Utility Easement" on Exhibit "B" attached hereto, and (iv) — ?er4--(0 _) assigned parking one space(s) as shown and marked ''Assigned Parking Space(s)" on Exhibit "B" attached hereto and — (1 ) unassigned parking space(s) as shown and marked "Non- Assigned Parking Space(s)" an Exhibit "B" attached hereto (individually and collectively, the "Easements "). The Easements shall include placement and traffic of such trucks, vehicles and heavv or other construction or repair machinery on the Property from time to time as may be necessary or appropriate for the construction, installation, operation, maintenance, replacement and /or removal of the Communications Faciliy. Tenant shall promptly repair upon written notice by Landlord to Tenant all damage to the Property, if any, directly caused by Tenant's construction or use of the Easements to a condition that existed immediately prior to such damage; provided, however, that Tenant shall not be liable to Landlord or any such other person or entity entitled to use the Property on which the Easements are located for any consequential damages. Including economic loss, attributable to such use, damage or repairs. To the extent that the Easements and improvements thereon are constructed or used by Tenant exclusively, and except for such maintenance necessitated by the use or negligent misuse of the Easements by Landlord and /or Landlord's assigns, independent contractors, agents and /or invitees. Tenant shall maintain during the Term of this Lease the Easements and all improvements thereon in good condition and repair, free and clear of any obstructions and otherhazards to persons entitled to use tl ie Easements. In connection with the foregoing and for the purposes of either (i) obtaining the necessary governmental permits and approvals for the construction, operation and /or maintenance of the Communications Facility or (ii) serving the Premises with any necessary or appropriate utilities in connection with the installation, construction, operation and /or maintenance of the Communications Facility, Landlord shall upon Tenant's request enter into agreements or shall hereby authorize Tenant to enter into agreements with and grant easements (in the locations of the Easements shown on Exhibit "B ") to, any public authority and /or public utility which are necessary or appropriate for Tenant's use of the Premises for installation, construction, operation, and /or maintenance of its Communications Facility as provided herein. In addition, notwithstanding anything to the contrary contained in this Lease, Tenant shall have the absolute right to assign its rights to the Easements, in whole or in part, without the consent of Landlord to any third Initials: GROUND LEASE Landlord Los A Celas Ce110ar Llerhone Comnanv 1988 Tenant odr;.: including, vnlhout limit 0, tr vine's contractor(s), as necessary o ro . ? for Tenants use and enjoyment of the Premises. Except as otherwise desig.. _.ed on Exhibit ­B,­ the term of any eat ment ui other interest granted hereunder shall be oeroetual. Tenant has the riche at its sole test and expense to relocate the Easements provided herein so long as such relocation ill not materially, adversely affect Landlord's use of the Property. Landlord shall promptly execute, acknowledge and deliver to Tenant within five (5) business days after request therefor by Tenant all documents. agreements or instruments which are reasonably necessar✓ orappropriote to effectuate the purposes described in this Paragraph 3. The Easements shall be part of the Premises so Ionic as this Lease is in full force and effect and Premises, as that term is used in this Lease, shall include by definition the Easements. 4. Permit Phase Termination. Landlord understands and agrees that Tenant's ability to use the Premises is contingent on the Premises and the Easements being suitable for Tenant's intended use from both an economic and technical engineering basis, and on Tenant's ability to obtain and maintain all required governmental permits and approvals. In the event that during the Permit Phase Tenant, in its sole discretion, determines that the Premises and /or the Easements are or have become unsuitable and /or any required governmental permits or approvals cannot be obtained or maintained and /or the cost or effort required to obtain and /or maintain such governmental permits and approvals is or has become, in Tenant's judgment, economically impractical, then Tenant shall have the right to terminate this Lease upon thirty (30) days prior written notice to Landlord. 5. Rent. Concurrently with the execution of this Lease, Tenant shall pay toL0anddlord the sum of Eight hundred _ Dollars ($ 80O ) as payment in advance for Rent during the Permit Phase of this Lease; provided, however, in the event said period of time should extend beyond four (_4__) months from the Term Commencement Date, Tenant shall pay to Landlord the sum of Two Hundred Dollars (5 -200:00 —) per month in advance on the first day of the month, for each month thereafter until the "Operational Phase Commencement Date;' as defined below, or earlier termination hereof during the Permit Phase, as provided in Paragraph 4 above. In the event of such termination by Tenant. all sums theretofor paid by Tenant to Landlord as Rent during the Permit Phase shall remain the property of Landlord. Tenant shall give Landlord written notice upon commencement of construction of the Communications Facility on the Premises, and the date of said notification shall become the commencement date of the Operational Phase of this Lease ( "Operational Phase Commencement Date "). A copy of such written notification shall be attached hereto for future reference recording the anniversary date of the commencement of payment of Operational Phase Rent. Beginninq with the Operational Phase Commencement Date. Tenant shall pay to Landlord monthly Rent in the sum of Eight hundred ...___ — .— Dollars IS 800.00 p per month in advance on the first day of each and every month during the Term as such amount may be increased or decreased as hereinafter provided. Beginning at the expiration of the first twelve -month period following the Operational Phase Commencement Date and continuing for each twelve -month period thereafter, including during any Additional Term, the Rent shall be increased or decreased, if applicable, by the percentage increase or decrease of the Consumer Price Index for All Urban Consumers applicable to the Los Angeles- Anaheim - Riverside area published by the U.S. Department of Labor. Bureau of La,hor Statistics subgroup ''All Items (1967- 100)" ( ''Index -) then in effect, over the Index that was in effect at. the commencement of the Immediately preceding twelve -month period, provided, however, that in no event °hall the increase or decrease in (Rent payable, as adjusted, be greater than five percent (5 %) of the Rent payable for the twelve -month period immediately preceding said adjustment and in no event shall said Rent decrease below the original Rent effective on the Operational PhaseCommence- ment Date. 6. Use. Tenant shall have the right to use the Premises for the purpose of constructing, maintaining and operating its Communications Facility as such may be expanded or modified as provided herein and for any ot'her lawful purpose approved by Landlord. 7. Construction and Alterations. Tenant shall have the right to construct and install on the. Premises its communications facility .,ith such specifications as Tenant shall determine, initially to consist of one building with communications equipment and one monopole with antennae array and all necessary appurtenances, support equipment and such other equipment, cables and /or conduits as may be. appropriate for Tenant's business use of the Property ( "Communications Facility") Subject to the obtaining of all necessary governmental approvals, Tenant shall have the right to modify, reconstruct and enlarge its Communications Facility within the Premises from time to time as Tenant in its sole discretion may deem necessary and /or appropriate for is then current business use. Tenant shall not interfere in any way v;ith radio or other equipment which Landlord or nications Facility installed by any other user may have on or in the Property at the time Tenant's equipment is installed. The Commu Tenant, including, without limitation, the building, monopole, antennae array,. communications equipment. and the support equipment located on the Premises, including the support equipment located on the Easements, shall at al; times be the sole oper y of Tenant. S. Cooperation; Indemnity. Landlord shall fully cooperate with Tenant by executing and joining in applications forgovernmen- ( rat permit or approvals covering Tenants use, cons action and /or occupation of the Premises. including the Easements, provide /that Tenant shall reimburse Landlord for any and all reasonable expenses attributable to said cooperation which are :'pp; cued in advance by Tenant in writing. Tenant shall keep the Property and the Premises free from mechanics' liens arising out of Tanana construction. enant t shall indemnify and hold Landlord harmless f rom any claim, demand or cause of action which rimy arise from Tenant's negligent act pr omission indemnify ' n willful misconduct In the construction, installation, operation or maintenance ole or in part, to Landlord and /or its assigns, tenants, of its Communications Facility+ except for any occurrence attributable, in wh agents, employees, customers, invitees or contractors. / a. Ouiet Eniovment and Landloro s Won- interference. La dlu u agrees for itself and its successors and assig s not n construct or permit, approve, cause or otherwise allow to be constructed on the Property or on any other property located within radius of five hundred (500) feet of the Premises that may be owned, leased, licensed or otherwise controlled by Landlord, or by any individual, partnership, firm or corporation JiR t controls Landlord or is controlled by Landlord, any improvements, building structures or other facilities that wo id compete. Jit7 interfere with Tenant's use of the Premises under this Lease. In additign and without reference to or limitation by theraus sAt forth in tKe immediately preceeding sentence, Landlord shall not cause or permit any interference with the construction, installation, m tans ntenance and /or operation of Tenant's Communications FaciGr. I the event any such interference shall occur, Landlord shall, at its own cost, immediately take or cause to be taken all such actions as are necessary to correct and eliminate such interference, including legal action as may be required by Tenant and;or reimbursement of Tenant, for any cost incurred by Tenant to correct same including reasonable attorney's fees and costs. In Initials: Landlord Tenant (i r,ni Lql �n,Cr ;gin addition, wdhout limitation. ant have the right to terminate this Le#n a ent of any material interference with the Communications Facility :vhich remains uncured for a period of ten (10) days after notice thereof to Landlord. Specifically, without limitation. Landlord shall not cause or permit (i) any delay in the delivery of possession of the Premises to Tenant beyond the Term Commencement Date. (ii) any interference v.,ith the proper and optimum placement and operation of all equipment and apparatus by Tenant to construct and operate the Communications Facility on the Premises as such may be modified, improved or enlarged from time to time pursuant to this Lease and /or(iii) the construction or Installation, without Tenant's prior written consent in its sole and absolute discretion, of any improvement, building, structure, facility or other barriers or physical conditions on the Property which would interfere with and /or impede Tenant's use of the Premises under this Lease. Tenant may condition its consent to the foregoing on Landlord's agreement to relocate, at Landlord's sole cost and expense, the Communications Facility (or such per Itthereof as is necessary to eliminate such interference or impediment) to such improvement, building, structure or facility r loc tion reasonably satisfactory to Tenant, and in such event. Landlord shall bear all costs and expenses associated with the . /rel cXiion work, including, without limitation, any loss of revenue to Tenant's business caused by "down- time" of Tenant's cellular / communications system, including the Communications Facility under this Lease, and /or Tenant's communications equipment) � d /or facilities located outside the Premises, either in whole or in part. 10. Utilities and Taxes. Tenant shall pay all utilities to the extent required for Tenant's use of the Premises. Landlord and Tenant Snail feaSUi IdUly GvUpei ate iV pi a% i�r a ocpu -ata M. etering G` 7cld utll.ttes. Lanr�lnrrl shall n1y for all real property taxes and assessments against the Premises; provided, however, that Tenant shall, if requested by Landlord, pay to Landlord any increase in said taxes or assessments based solely on the assessed "value of any improvements constructed by Tenant on the Premises for operation of its Communications Facility, and provided, further, that Tenant shall have the right to protest and contest any such taxes or assessments with the appropriate governmental authority. Tenant shall pay all personal property taxes on its equipment located on the Premises. 11. Removal of Property. Tenant shall remove. within a reasonable period of time (not to exceed sixty (60) days) following the expiration of the Term hereof, such personal property, equipment, trade fixturefs) and improvement(s) as are specifically designated as required to be removed by Tenant. if any. on Exhibit -8- attached hereto. If any such personal property, equipment, trade fixtures, and improvements are not specifically designated as required to be removed by Tenant on Exhibit "B,'' then Tenant shall have the right, but not the obligation. to remove such items within a reasonable period of time (not to exceed sixty (60) days) following the expiration or earlier termination of the Term hereof. Any personal property, equipment, trade fixtures and improvements which are not removed by Tenant within sixty (60) days after the expiration or earlier termination of this Lease shall, upon the expiration of said sixty (60) day period, become the property of Landlord (subject, however, to any interest therein or rights thereto of any third parties in accordance with Paragraph 29 of this Lease) and Tenant shall thereafter have no rights, obligations or liabilities whatsoever %vith respect thereto. 12. Title Matters. (a) Title. Landlord represents and,, arrants that it has full authority to enter into this Lease and to grant the Easements and that Landlord has fee title to the Property and the Premises. subject to only those exceptions as shown on Exhibit "C" attached hereto and made a part hereof ( "Permitted Title Exceptions'), and that Landlord has provided to Tenant copies of all agreements and documents affecting Tenant's use of the Premises and /or leasehold estate acquired hereunder. (b) Memorandum of Lease. Concurrently with the execution of this Lease. Landlord and Tenant shall execute and have ackno.vlecged the memorandum of lease in :he form attached hereto as Exhibit ­D­ and made a part hereof ( "Memorandum of Lease "), which Memorandum of Lease may be recorded by Tenant concurrently ,::ith or after the execution of th ^s Lease. Tenant shall bear the cost of all recording charges associated with recording of all documents required to be recorded under this Lease. 13. Assignment. Tenant may assign this Lease or sublet the Premises or any part thereof (including the Easements) without the consent of Landlord, provided each such sublease or assignment is expressly made subject to the provisions of this Lease. However, notwithstanding any such subletting orassignment, Tenant shall remain primarily liable for the performance of all terms and conditions of this Lease unless expressly released by Landlord in writing. 14. Insurance. Throughout the Term. Tenant shall maintain insurance against public liability for injury to persons (including death) or damage to property occurrina within, upon or about the Premises or Property. Such insurance policy shall be a combined single limit policy in an amount not less than S500.000 per occurrence and Landlord shall be namedi:as an additional insured under the policy. Said insurance may be in the form of general coverage or floating policies covering ,hese and other premises. 15. Damage or Destruction /Eminent Domain. If the whole or any pare of the Communications Facility or the Premises, including the Easements, are damaged or destroyed by fire. the elements. subsidence of sublateral or subjacent support or any other casualty (all of which are herein called " damage ), or taken, in whole or ,n part, by eminent domain or condemnation or sold under the threat of the exercise of said power tall of which are herein called "condemnation ") ,vhich damage or condemnation s Lease and all of the obligations of makes the Premises unsuitable or uneconomic for Tenant's use, Tenant may terminate Cri 0) either pa n,� hereunder upon written notice to Landlord provided that such notice is given icy Tenant to Lt_indlord within thirty (30) days of the latter to occur of vI the date of such damage or condemnation or (ii) Tenant's determination that continued ose of the Premises Is unsuitable or uneconomic. If. in the event of a condemnation, Tenant does not so elect to terminate, this Lease shall continue in effect and the Rent payable by Tenant shall be reduced by an amount :vhich reflects the value to Tenant of the portion of the Premises conveyed or taken in connection with such condemnation compared to the total value of the Premises immediately before the condemnation. Further, regardless of whether this Lease is terminated as provided in this paragraph, Tenant shall fn the event of a condemnation be entitled to receive just compensation from the condemning authority or transferee for loss of all or any portion of the Premises, this Lease and /or the Communications Facility, or any use thereof, including, without limitation, the value of any personal property and /or trade fixtures taken, the cost of relocating the Communications Facility or any portion thereof and /or any loss of business. 16. Tenant's Default. If Tenant shall fail to make any payment of Rent herein provided when due, Landlord shall forward written notice of such failure to Tenant, as provided in Paragraph 30 hereinbelow, and the failure of Tenant to cure within fifteen 115) days of ter Tenant's receipt of said notice shall be an "Event of Default" under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. If Tenant shall fail to perform any of the terms or provisions of this Lease other than the payment of Rent, and if Landlord shall give Tenant written notice, as provided herein, of such failure and if Tenant shall not cure such failure Initials: Landlord Los Angeles Cellular Telephone Company 1988 Tenant to perform v: ithin t'nir ty (30)03 of t. ,. .nant's receipt of said notice, or, if theure t, .form is of such a character as to require more than thirty (30) days to cure and tenant shall not use reasonable diligence in commencing a cure of such failure during sac oeriod, such failure shall be deemed an'' Event of Default'' of Tenant's obligations under this Lease and Lanc!ord may thereafter pursue any and all remedies available to It under law. Tenant shall not be in default under this Lease unless anc until an "Event of Default;' as defined in this paragraph, shall have occurred. 17. Landlord's Default. If Landlord shall default on any of its obligations contained in this Lease. Tenant shall have me right to deliver written notice of such default to Landlord, as orowded in Paragraph 30 hereinbelov ✓, and failure of Landlord to cure such default within thirty (30) days or any such lesser period as may be expressly provided herein snall be a default under this Lease and Tenant may thereafter pursue any and all remedies available to it under late. including. without limitation, the right, but not the obligation, to cure said default and submit a written statement of costs incurred for curing said default to Landlord. In such event, Landlord shall have thirty (30) days following receipt of such written statement to reimburse Tenant for costs incurred. The foregoing shall in no way limit Tenant's right to seek equitable relief without notice to Landlord. 18. Non - Disturbance and Attornment. So long as this Lease is in full force and effect and there is no uncured Event of Default with respect to Tenant's obligations hereunder, no ground lease, mortgage, deed of trust or other interest to which this Lease and/ or Tenant's rights are or may become subordinate (hereinafter collectively "Senior Interest "), and no action or proceeding under and /or termination of any such Senior Interest, shall affect in any manner whatsoever (i) Tenant's rights under this Lease, (ii) Tenants use, possession or enjoyment of the Premises, including the Easements or (iii) the leasehold estate granted by this Lease. Landlord shall obtain and provide Tenant with a non - disturbance and attornment agreement in the form attached hereto as Exhibit "E" and made a part hereof (the "Non- Disturbance and Attornment Agreement ") from the holders) of each and every such Senior Interest of which Landlord has or acquires actual knowledge and /or which is recorded prior to the recordation of the Memorandum of Lease. This Lease and Tenant's rights hereundershall be subject to a Senior Interest so long as the holder of said Senior Interest (i) agrees to the provisions of this Paragraph 18 and (ii) has executed and delivered to Tenant the Non- Disturbance and Attornment Agreement in the form attached as Exhibit "E" 19. Estoppel Certificate. From time to time upon not less than twenty (20) days prior written notice by eith ?r party, the other party shall execute. acknowledge and deliver to the requesting party a statement in writing cerlfying that, the Lease (together with any Non - Disturbance and Attornment Agreement) is unmodified and in fu!I force and effect for if modified, describing such modification(s)) and that the requesting party is net in default. except as specified in such statement, in regard to any of its obligations under this Lease and further setting forth the Rent then payable heretnder, the dates to, which Rent has been paid in advance, if anv and such other statements relating to delivery and acceptance of the Premises rs the requesting party's lender, purchaser, assignee or sublessee may require. Said statement shall be accurate and binding on the party executing same ds and may be relied upon by any su person as hereinabove described at whose insistence ahe estoppel was prepared and /or delivered. 20. Obligations and Rights Run with the Land. The Easements. and each anc all of the obligations, rights, rimrictions. liens and charges set forth in this Lease run v .,ith the land comprising Tenant's estate and Landlord's estate and every portion thereof, and are binding upon and inure to the benefit of the respective successors (by operation of la,.-., pr othen•riszl. assigns. tenants, invitees and agents of the parties hereto and other lawful occupans of Tenant's estate and Landlord's estate. The grant of easements contained herein together with the rights and obligations of the parties hereto, shall remain in full force and effect and shall not be modified even upon the foreclosure of or default under any Senior Interest. 21. Landlord's Covenant to Provide Notice. In addition to any ether obligation of Landlord to provide notice to Tenant provided herein, Landlord shall deliver to Tenant. as provided in Paragraph 30 hareinbelow. any and all notice(s) received by Landlord which pertain to Tenants use and enjoyment of the Premises, including, without limitation, from any governmental authority, lender, lien claimant or any other person or entity claiming an interest in or right to the Premises. Landlord shall deliver such notice(s) to Tenant promptly upon receipt of same by Landlord. 22. Time of Essence. Time is of the essence of each and every provision of this Lease. 23. Consent of Parties. Except as otherwise expressly provided herein, whenever the consent or approval of either party is required, that party shall not unreasonably withhold or delay such consent or approval. 24. California Law. This Lease shall be construed and enforced in accordance evith the laws of the State of California. 25. Successors and Assigns. Each and all of the rights and obligations of the parties under this Lease shai! be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns. 26. Severability. The Irvaliclity of any portion of this Lease shall not affect the remainder of t;ni, Lease. 27. Attorneys' Fees. In the event that anv action shall be instituted by either of the parties hereto for the enfcrcement of any of its rights or remedies in and under this Lease or the Non- Disturbance and Attornment Agreement, the prevatt:rra party shall be entitled to recover from the other party all costs incurred by said prevailing party in said action, including reasonable attorneys' fees to the extent fixed by the Court therein. 28. Additional Agreements. From and after the date of this Lease, each of the parties hereto shall promptly execute, acknovledge and deliver. or cause to be executed. acknowledged and delivered, all such instruments or documents and to take all actions pursuant to the provisions hereof as may reasonably be requested by any party to carry out the intent or purpose of this Lease. 29. Tenant's Premises, Equipment Financing and Leasehold Assignment. Landlord .ckncAiedges th it Tenant's use of the Premises includes proprietary trade secrets. Accordingly, Landlord shall have no right whatsoever to enter the Premises ^utoct Tenant's prior written consent which Tenant may withhold in its sole and absolute discretion. Landlord hereby expressl% understands and agrees that, at all times during the Term, Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or a:! of the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilize' in connection therewith ( "Equipment Financing ") and /or to assign or pledge Tenant's interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenant's interest in the Premises any instruments or documents as may be Initials: Landlord Tenan / required with respect to suq: ent Financing or Leasehold Assignot. L .iord hereby waives any and all rights or interest which Landlord may have or acquire to or in the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith and hereby agrees that same will not constitute realty regardless of the law of fixtures and "or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith. Landlord hereby expressly understands and agrees to promptly execute, acknowledge and deliver to Tenant, upon request by Tenant, all such instruments and documents as are reasonably requested by Tenant, in order for Tenant to consummate the transactions contemplated by this Paragraph 29. 30. Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and shall be deemed given and served upon delivery if delivered personally, or three (3) days after mailing if sent by certified mail, postage prepaid, as follows: If to Tenant, addressed to: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering With a Copy to: Pettit 6 Martin 355 S. Grand Avenue, 33rd Fl. Los Angeles, CA 90071 Attn: David Luber, Esq. If to Landlord, addressed to: City of Rosemead Attn: City Treasurer 8838 E. Valley Boulevard Rosemead. CA 91770 _ Ref: Maintenance Yard Any.party may change the address or persons to which notices are to be sent to it by giving the written notice of such change of address or persons to the other parties in the manner herein provided for giving notice. 31. Operational Phase Termination. In addition to any other right or event of termination hereunder, Tenant may at any time ur g the Initial Term or any Additional Terms during the Operational Phase, terminate this Lease on thirty (30) days prior written notice to Landlord, provided that Tenant shall concurrently :vith the giving of such notice of termination pay Landlord an amount equal to three (3) months Rent, as such Rent shall be determined pursuant to Paragraph 5, hereinabove. 32. Compliance with Laws. Landlord and Tenant shall comply in all respects with all applicable building codes, regulations and ordinances affecting the Property. 33. Entire Agreement. This Lease along with all exhibits and attachments or other documents affixed 'hereto or referred to herein as part of the agreement between the parties (including, without limitation, the t\iemorandum of Lease and the Non - Disturbance and Attornment Agreement) constitutes the entire and exclusive agreement between Landlord and Tenant relative to the Premises, including the Easements, herein described and 'Lease" as such term is used herein shal4 include by definition all such exhibits, attachments and other documents. All prior or contemporaneous oral agreements, understandings and /or discussions relative to the leasing of the Premises, including the Easements. are merged in or revoked by this Lease. This Lease and said exhibits, attachments and other documents may be altered, amended or revoked only by instrument in writing signed by both Landlord and Tenant. 34. Landlord's Authority to Execute Lease. Landlord represents and warrants that this Lease and the execution hereof does not and %vill riot conf lic: with or violate the Articles of Incorporation, By Laws, Partnership Agreement, Instrument of Trust or any other comparable document of Landlord or any agreement to which Landlord is a party or by which it or its asset are bound. Further, Landlord and each individual executing this Lease on behalf of Landlord represent and warrant that hEa /she is duly authorized to execute and deliver this Lease on behalf of Landlord and that this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. Landlord shall, at its sole cost and expense, concurrently with its execution of this Lease (and at other times at Tenant's request), deliver to Tenant, without limitation, such resolutions, certificates, approvals, letter of conservatorship, Court orders and written assurances as Tenant may request authorizing and approving the execution of this I PASP._ 35. Addendum. Attached hereto is an addendum or addenda containing paragraphs u through part of this Lease. Los Angeles Cellular Telephone Company 1988 - I - - which constitutes a Initials: Landlord LANDLORD AND TENA*AVL ,REFULLY READ AND REVIE%i:1ED W LL . - AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, DEf +tONSTRATE THEIR INFORMED. AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT AT THE TIME THIS LEASE IS EXECUTED. THE TERM'S OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. ATTACHED EXHIBITS EXHIBIT ''A'' Legal Descriptior, of Property EXHIBIT "B" Plot Plan (Diagram of Property and Premises, including the Easements) EXHIBIT "C" Permitted Title Exceptions EXHIBIT "D" Memorandum of Lease EXHIBIT "E" Non - Disturbance and Attornment Agreement IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, City of Rosemead a California general partnership By: Its: Dennis McDonald, Mayor By: Its: GROUND LEASE 1988 By floward Prantom Its: President and General Manager EF-0 a c T C D V .7 C` O O 3 N V O r a c z 0 c N V m C T C N d O U m c 0 L 0 r U N N `V D1 C Q N J T 0 0 0 Councilman Bruesch was in favor of supporting the Red Cross, stating that it is beneficial to everyone. MOTION BY COUNCILMAN BRUESCH, SECOND BY COUNCILMAN DeCOCKER that the Council appropriate $4,800 from the unappropriated reserves and sent to the West San Gabriel Valley Chapter of the American Red Cross. Vote resulted: Yes: DeCocker, Taylor, McDonald, Bruesch, Imperial No: None Absent: None Abstain: None The Mayor declared said motion duly carried and so ordered. Mayor Pro Tem Imperial requested that staff be directed to obtain a breakdown of the usage for the $.25 increase in the State sales tax and the breakdown -usage of this donation. CC -E COOPERATIVE AGREEMENT BETWEEN THE CITY AND THE REDEVE AGENCY FOR THE 1989 -90 RESURFACING PROJECT ON VARIOUS STREETS Councilman Taylor stated that he would vote "NO" on this item. MOTION BY COUNCILMAN BRUESCH, SECOND BY COUNCILMAN DeCOCKER that the Council approve the agreement. Vote resulted: Yes: DeCocker, McDonald, Bruesch, Imperial No: Taylor Absent: None Abstain: None The Mayor declared said motion duly carried and so ordered. Councilman Taylor stated that he was in favor of the project but that many of the streets should have been done with City funding. CC -K HELLMAN AVENUE TRAFFIC STUDY Councilman Taylor verified which of the streets would have restrictions added because of accidents in the area. Councilman Bruesch was concerned with visibility problems in certain locations where vans are parking close to the corners. Frank G. Tripepi, City Manager, stated that area could be customized, if necessary. MOTION BY COUNCILMAN TAYLOR, SECOND BY MAYOR PRO TEM IMPERIAL that the City Council approve the Traffic Commission's recommendation to implement Alternative #1 of the Hellman Avenue Traffic Study. Vote resulted: Yes: DeCocker, Taylor, McDonald, Bruesch, Imperial No: None Absent: None Abstain: None The Mayor declared said motion duly carried and so ordered. V. MATTERS FOR DISCUSSION & ACTION A. LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE COMPANY AND THE CITY OF ROSEMEAD CC 12 -12 -89 Page #11 0 4P VERBATIM DIALOGUE FOLLOWS McDONALD: Gentlemen, you have the packet of information before you. Mr. Taylor, you left before the gentleman had an opportunity to ask for that last time. I think we sent you a note that he had requested to come to reconsider and resubmit a contract that would, hopefully, alleviate any question that anybody had. Is there any question that somebody would like to direct to cellular, here? TAYLOR: Mr. Mayor. I don't really have any questions. The long -term intent is still going to the be the same result. I still intend to vote no on it. McDONALD: We went from a twenty -year to a five -year. Did you see that? TAYLOR: I know. But do you know the cost of that equipment ?. Once it's in it's ..... the conditions are still there. So, I still have my reservations. McDONALD: Would anybody like to make a motion? BRUESCH: I make the motion that we approve the amended agreement. DeCOCKER: Second. McDONALD: We have a motion and a second to approve the amended agreement. Any further discussion? ..... V -A, Juan, come on up. JUAN NUNEZ, 2702 DEL MAR AVENUE: I would like to ask a question. Five hundred feet. The interference. What kind of building would interfere with that antenna? ... None? Because you're talking about the park but at the same time you're involving the Rosemead School District and also the E1 Monte School District because that's almost at the end of the park coming west from Encinita and I measured that, not completely, but I believe it's about 460 feet up to that building if you come straight from the parking lot on Encinita, coming straight in, west, 460 feet probably to that building there. Probably another 50 feet up to the edge of the park where it boundaries with the school property. What if the school wanted to add to their property? Would that interfere with some of this? McDONALD: We don't have much to say about what a school wants to do on their property. NUNEZ: I know. But you're putting the school in a position that if they want to add, you will have to pay these people to relocate someplace else. KRESS: That's not correct. TAYLOR: Excuse me, Mr. Mayor. Point of clarification. Does it not state in there that the City shall protect the interests within that 500 -foot radius of whatever has to be done to protect that cellular system? And we shall participate in granting those approvals. NUNEZ: I believe it does. McDONALD: Los Angeles County has all the control over the school sites. TAYLOR: No, no, no. Within that 500 -foot radius. If someone wants a permit within that area and is required to get a permit, I interpret . this as saying that we will protect their interests. McDONALD: There's nobody within 500 feet that needs a permit. The school doesn't pull permits from us. MR. VRANEK, L.A. CELLULAR TELEPHONE: Excuse me. Mr. Taylor, we'd be willing to strike that. jj CC 12 -12 -89 Page $12 McDONALD: He's willing to strike that, also. NUNEZ: He's going to strike that? As I mentioned we had the problem over here in the Alhambra School District where now..... MCDONALD: He's taken care of that. We appreciate it. NUNEZ: Another thing. Should you agree to go with the 20 -year that onthe..... TRIPEPI: Five years, Juan. McDONALD: They changed that, too. NUNEZ: Five years but it'll be in five years increments to the twenty? TAYLOR: It has three more options. NUNEZ: Three more options that you have..... KRESS: No, no. That's incorrect. TAYLOR: What does it say? KRESS: There aren't any more options. TAYLOR: What does it say after the first five years? KRESS: It says the landlord and tenant may but are not required to agree to extend this lease after the five -year term upon such terms and conditions as may be mutually agreeable. There is no reference to.... TAYLOR: That's correct. This is the foot -in- the -door tactic. When they put in that kind of expense. In the first proposal they were forthright with it and said "Due to the expense of this tower this is what we.need." So, however you cut it, it's in there. NUNEZ: This is what I.... TAYLOR: It's that simple. KRESS: For clarification I would also point out that the 500 -foot discussion was already withdrawn before this evening. That was paragraph 9 which was deleted and replaced by the paragraph 9 that's stated in my memo. Thank you. McDONALD: I was just letting him clarify that. NUNEZ: Should the Council decide to vote for it, the majority, what are the limits, 360 square feet, of the building that they will be making or has that already been deleted, too, or what? To house their equipment? KRESS: The buil'ding's the same. NUNEZ: And then on this new agreement are they still going to expand? KRESS: No. They took that away the last meeting NUNEZ: If you decide to go with it, will that building be left there, intact, for the City to use if, the City finds that it's available to them to be usable, or have them tear it out and haul it away, themselves. McDONALD: The building goes. NUNEZ: It'll go. But if the City finds that it's advantageous to them to keep it will they be able to keep it if they wanted to? CC 12 -12 -89 Page #13 VRANEK: I don't think the City would this specialized building, specially built for cellular equipment. TAYLOR: I'd like a clarification here. The comment was made that the 500 -foot radius was dropped or the 500- foot..... McDONALD: You're looking at the old one. TAYLOR: Sure, I'm looking at the old one. But let's go back. Is this correct? The new December the 7th letter, here? KRESS: Yes. TAYLOR: All right. I want to read what it says now, "Number 9 - quiet enjoyment and landlord's non - intereference. Landlord and tenant agree that the present use of the property, present use of the property, surrounding the site, does not constitute an interference with tenant's proposed use," present use, not 20 years down the road, "So long as landlord utilizes the surrounding property for public park and recreation facilities tenant shall make no claim that such uses interfere with tenant's use as a communications facility." They took out the 500 -foot requirement. That's inconsequential. They still have the present use for as long as they're there, has no conflict. Again, it's basically the same agreement. If we leave it as is, they're happy. NUNEZ: I thought that when I read it at the library, it was basically the same agreement and that's why I asking those questions that the Council is putting the school, is anything going to interfere with any of their equipment, there? I believe the school has a television station, or things like that? TAYLOR: Whatever they do, Mr. Nunez, it may or may not happen. The votes are here and we'll just have to express an opinion. NUNEZ: Will it interfere with any of the neighbors television signals or anything like that? VRANEK: Absolutely not. McDONALD: Gentlemen, we have a call for the question. We have a motion and a second. Please vote. Yes: DeCocker, McDonald, Bruesch No: Taylor, Imperial Absent: None Abstain: None IMPERIAL: Mr. Mayor. Let the record show the reasons for my "NO" vote is because I feel that after a five -year period if we tried to say that "No, we don't want this thing" we would have a hell of a time trying to prove our rights, in court, because of the amount of money that was invested. TAYLOR: Mr. Mayor. It was a short item. I'd like it in the minutes, verbatim, to correspond to the other verbatims that we had on it. McDONALD: Staff is directed to do so. END VERBATIM DIALOGUE VI. STATUS REPORTS - None VII.MATTERS FROM OFFICIALS A. MAYOR PRO TEM IMPERIAL 1. Asked the Planning Department to draft an ordinance restricting the use of compressed fiber woods used in two -story homes, requiring instead regular, strong flooring. CC 12 -12 -89 Page #14 9 01 VRANEK: I don't think the City would this specialized building, specially built for cellular equipment. TAYLOR: I'd like a clarification here. The comment was made that the 500 -foot radius was dropped or the 500- foot..... McDONALD: You're looking at the old one. TAYLOR: Sure, I'm looking at the old one. But let's go back. Is this correct? The new December the 7th letter, here? KRESS: Yes. TAYLOR: All right. I want to read what it says now, "Number 9 - quiet enjoyment and landlord's non - intereference. Landlord and tenant agree that the present use of the property, present use of the property, surrounding the site, does not constitute an interference with tenant's proposed use," present use, not 20 years down the road, "So long as landlord utilizes the surrounding property for public park and recreation facilities tenant shall make no claim that such uses interfere with tenant's use as a communications facility." They took out the 500 -foot requirement. That's inconsequential. They still have the present use for as long as they're there, has no conflict. Again, it's basically the same agreement. If we leave it as is, they're happy. NUNEZ: I thought that when I read it at the library, it was basically the same agreement and that's why I asking those questions that the Council is putting the school, is anything going to interfere with any of their equipment, there? I believe the school has a television station, or things like that? TAYLOR: Whatever they do, Mr. Nunez, it may or may not happen. The votes are here and we'll just have to express an opinion. NUNEZ: Will it interfere with any of the neighbors television signals or anything like that? VRANEK: Absolutely not. McDONALD: Gentlemen, we have a call for the question. We have a motion and a second. Please vote. Yes: DeCocker, McDonald, Bruesch No: Taylor, Imperial Absent: None Abstain: None IMPERIAL: Mr. Mayor. Let the record show the reasons for my "NO" vote is because I feel that after a five -year period if we tried to say that "No, we don't want this thing" we would have a hell of a time trying to prove our rights, in court, because of the amount of money that was invested. TAYLOR: Mr. Mayor. It was a short item. I'd like it in the minutes, verbatim, to correspond to the other verbatims that we had on it. McDONALD: Staff is directed to do so. END VERBATIM DIALOGUE VI. STATUS REPORTS - None VII.MATTERS FROM OFFICIALS A. MAYOR PRO TEM IMPERIAL 1. Asked the Planning Department to draft an ordinance restricting the use of compressed fiber woods used in two -story homes, requiring instead regular, strong flooring. CC 12 -12 -89 Page #14 �1 , 0 8 P C tip TO: HONORABLE MAYOR AND MEMBERS ROSEMEAD CITY COUNCIL FROM: RANK G. TRIPEPI, CITY MANAGER DATE: NOVEMBER 9, 1989 RE: LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE COMPANY AND THE CITY OF ROSEMEAD This item was deferred from the regular meeting of October 10, 1989, to allow analysis by the.City Attorney. The requested information is attached for your consideration. Attachments FGT:jw A.40:11 COUNCIL AGENDA NOV 14U9 ITEM No. CL1' 6i� GROUND LEAS'` [Building and Antehnae to be Constructed] CELLULAR l.lw AN,I,, CdluluTkph.n C.p-Y THIS GROUND LEASE ( "Lease ") is dated for reference purposes only this 15th day of September by and between City of Rosemead ( "Landlord "), and Los Angeles Cellular Telephone Company, a California general partnership ( "Tenant "). County of Los Angeles 1989 WHEREAS, Landlord is the owner of certain real property in the City of State of California, commonly known as 9101 E. Mission Rosemead and more pal iicuiady described in Exhibit " A" attached hereto and made a par, hereof (the "Property "). WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the Property shown as cross - hatched on the plot plan of the Property attached as Exhibit "B" hereto and made a part hereof showing in addition a description of Tenant's "Easements;' as defined below, (collectively, the "Premises "). WHEREAS, Tenant requires certain easements in order to make the Premises suitable for Tenant's use and Landlord desires to grant to Tenant, as part of the Premises, the Easements described in Paragraph 3, hereinbelow. NOW, THEREFORE, Landlord hereby leases the Premises and grants the Easements to Tenant on the terms and conditions hereinafter set forth. 1. Term and Commencement. This Lease shall be for an Initial Term commencing on September 15 t9 89 ( "Term Commencement Date ''), and ending five ( —5) years thereafter ( "Initial Term "). Notwithstanding the foregoing, it is understood and agreed between the parties that Tenant's use of the Premises is contingent upon Tenant obtaining all necessary governmental approvals and permits to allow it to construct and operate the "Communications Facility," as such term is defined in Paragraph 7 hereinbelow, on the Premises. The period of time from the Term Commencement Date to the date on which Tenant has obtained all necessary governmental approvals and permits and has provided Landlord written notice of the commencement of construction of its Communications Facility, as provided below, shall be called the "Permit Phase." The period of time from the date of the written notice by Tenant to Landlord of the commencement of construction of the Communications Facility to the expiration of the Initial Term of this Lease, as same may be extended, as provided below, shall be called the "Operational Phase." 2. Additional Terms and Renewals. Landlord hereby grants to Tenant three (3) separate options to extend the Initial Term for three ( 3 ) separate consecutive additional periods ( "Additional Terms "), of five (5) years each on the same terms and conditions set forth in this Lease for the Initial Term. Each option shall be automatically exercised by Tenant unless Tenant shall give Landlord notice at least three (3) months before the expiration of the Initial Term or Additional Term then in effect of Tenant's desire to terminate this Lease, otherwise, upon such automatic extension, such Additional Term shall become part of the Initial Term. The Initial Term and any Additional Terms shall be referred to herein individually and collectively as the "Term" of this Lease. 3. Easements. Landlord hereby grants to Tenant as easements appurtenant to the Premises the following easements: (i) a non- exclusive, perpetual easement for vehicular and pedestrian ingress and egress to and from the Premises twenty -four (24) hours a day, seven (7) days a week as shown and marked "Access Easement" on Exhibit "B" attached hereto, (ii) a non - exclusive, perpetual easement for the installation and /or use of sub - surface utility lines, including, without limitation, electrical, water, gas, telephone, power, drains and/or sewer pipes located or to be located under, across and through those portions of the Property as shown and marked "Sub- Surface Utility Easement" on Exhibit "B" attached hereto, (iii) a non - exclusive, perpetual easement for the installation and /or use of overhead utility lines, including, without limitation, electrical, telephone, power and /or other utility lines, and /or support apparatus located or to be located above, across and through those portions of the Property as shown and marked "Overhead Lines Utility Easement" on Exhibit "B" attached hereto, and (iv) hero (_0__) assigned parking space(s) as shown and marked "Assigned Parking Specials)" on Exhibit "B" attached hereto and one (1 ) unassigned parking space(s) as shown and marked "Non- Assigned Parking Specials)" on Exhibit "B" attached hereto (individually and collectively, the "Easements "). The Easements shall include placement and traffic of such trucks, vehicles and heavy or other construction or repair machinery on the Property from time to time as may be necessary or appropriate for the construction, installation, operation, maintenance, replacement and /or removal of the Communications Facility. Tenant shall promptly repair upon written notice by Landlord to Tenant all damage to the Property, if any, directly caused by Tenant's construction or use of the Easements to a condition that existed immediately prior to such damage; provided, however, that Tenant shall not be liable to Landlord or any such other person or entity entitled to use the Property on which the Easements are located for any consequential damages, including economic loss, attributable to such use, damage or repairs. To the extent that the Easements and improvements thereon are constructed or used by Tenant exclusively, and except for such maintenance necessitated by the use or negligent misuse of the Easements by Landlord and /or Landlord's assigns, independent contractors, agents and /or invitees, Tenant shall maintain during the Term of this Lease the Easements and all improvements thereon in good condition and repair, free and clearof any obstructions and other hazards to persons entitled to use the Easements. In connection with the foregoing and for the purposes of either (i) obtaining the necessary governmental permits and approvals for the construction, operation and /or maintenance of the Communications Facility or (ii) serving the Premises with any necessary or appropriate utilities in connection with the installation, construction, operation and /or maintenance of the Communications Facilitv, Landlord shall upon Tenant's request enter into agreements or shall hereby authorize Tenant to enter into agreements with and grant easements (in the locations of the Easements shown on Exhibit "B ") to, any public authority and /or public utility which are necessary or appropriate for Tenant's use of the Premises for installation, construction, operation, and /or maintenance of its Communications Facility as provided herein. In addition, notwithstanding anything to the contrary contained in this Lease, Tenant shall have the absolute right to assign its rights to the Easements, in whole or in part, without the consent of Landlord to any third Initials: GROUND LEASE Landlord Los Angeles Cellular Telephone Company 1988 Tenant ( 4 part-, including, without limitatjer giant's contractor(s), as necessary or aW ;? for Tenant's use and enjoyment of the Premises. Except as otherwise desig _.ed on Exhibit "B," the term of any easement 61 other interest granted hereunder shall be perpetual. Tenant has the right at its sole cost and expense to relocate the Easements provided herein so long as such relocation will not materially, adversely affect Landlord's use of the Property. Landlord shall promptly execute, acknowledge and deliver to Tenant within five (5) business days after request therefor by Tenant all documents, agreements or instruments which are reasonably necessary or appropriate to effectuate the purposes described in this Paragraph 3. The Easements shall be part of the Premises so long as this Lease is in full force and effect and Premises, as that term is used in this Lease, shall include by definition the Easements. 4, Permit Phase Termination. Landlord understands and agrees that Tenant's ability to use the Premises is contingent on the Premises and the Easements being suitable for Tenant's intended use from both an economic and technical engineering basis, and on Tenant's ability to obtain and maintain all required governmental permits and approvals. In the event that during the Permit Phase Tenant, in its sole discretion, determines that the Premises and /or the Easements are or have become unsuitable and /or any required governmental permits or approvals cannot be obtained or maintained and /or the cost or effort required to obtain and /or maintain such governmental permits and approvals is or has become, in Tenant's judgment, economically impractical, then Tenant shall have the right to terminate this Lease upon thirty (30) days prior written notice to Landlord. 5. Rent. Concurrently with the execution of this Lease, Tenant shall pay toand0lord the sum of Eight Hundred Dollars ($ 800. O ) as payment in advance for Rent during the Permit Phase of this Lease; provided, however, in the event said period of time should extend beyond four ( 4 ) months from the Term Commencement Date, Tenant shall pay to Landlord the sum of Two Hundred Dollars ($-200_00—) per month in advance on the first day of the month, for each month thereafter until the "Operational Phase Commencement Date;' as defined below, or earlier termination hereof during the Permit Phase, as provided in Paragraph 4 above. In the event of such termination by Tenant, all sums theretofor paid by Tenant to Landlord as Rent during the Permit Phase shall remain the property of Landlord. Tenant shall give Landlord written notice upon commencement of construction of the Communications Facility on the Premises, and the date of said notification shall become the commencement date of the Operational Phase of this Lease ( "Operational Phase Commencement Date "). A copy of such written notification shall be attached hereto for future reference regarding the anniversary date of the commencement of payment of Operational Phase Rent. Beglnnin with the Operational Phase Commencement Date, Tenant shall pay to Landlord monthly Rent in the sum of Ifight Hundred Dollars ($ 800.00 ) per month in advance on the first day of each and every month during the Term as such amount may be ircreased or decreased as hereinafter provided. Beginning at the expiration of the first twelve -month period following the Operational Phase Commencement Date and continuing for each twelve -month period thereafter, including during any Additional Term, the Rent shall be increased or decreased, if applicable, by the percentage increase or decrease of the Consumer Price Index for All Urban Consumers applicable to the Los Angeles- Anaheim- Riverside.area published by the U;S Department of Labor, Bureau of Labor Statistics subgroup "All Items (1967= 100)" ( "Index ") then in effect, over the Indexihat was in effect at the commencement of the immediately preceding twelve -month period; provided, however, that in no event shall the increase or decrease in Rent payable, as adjusted, be greater than five percent (5 %) of the Rent payable for the twelve -month period immediately preceding said adjustment and in no event shall said Rent decrease below the original Rent effective on the Operational Phase Commence- ment Date. 6. Use. Tenant shall have the right to use the Premises for the purpose of constructing, maintaining and operating its Communications Facility as such may be expanded or modified as provided herein and for any other lawful purpose approved by Landlord. 7. Construction and Alterations. Tenant shall have the right to construct and install on the Premises its communications facility with such specifications as Tenant shall determine, initially to consist of one building with communications equipment and one monopole with antennae array and all necessary appurtenances, support equipment and such other equipment, cables and /or conduits as may be appropriate for Tenant's business use of the Property ( "Communications Facility "). Subject to the obtaining of all necessary governmental approvals, Tenant shall have the right to modify, reconstruct and enlarge its Communications Facility within the Premises from time to time as Tenant in its sole discretion may deem necessary and /or appropriate for its then current business use. Tenant shall not interfere in any way with radio or other equipment which Landlord or any other user may have on or in the Property at the time Tenant's equipment is installed. The Communications Facility installed by Tenant, including, without limitation, the building, monopole, antennae array„ communications equipment: and the support eqw ment located on the Premises, including the support equipment located on the Easements, shall at all times be the sole qer of Tenant. 8. Coo eration; Indemnity. Landlord shall fully cooperate with Tenant by executing and joining in applications for governmen- tal permit or approvals covering Tenant's use, construction and /or occupation of the Premises, including the Easements, provided hat Tenant shall reimburse Landlord for any and all reasonable expenses attributable to said cooperation which are p;ov d in advance by Tenant in writing. Tenant shall keep the Property and the Premises free from mechanics' liens arising out of Tenant's construction. Tenant shall indemnify and hold Landlord harmless from any claim, demand or cause of action which may arise from Tenant's negligent act or omission or willful misconduct in the construction, installation, operation or maintenance of its Communications Facility, except for any occurrence attributable, in whole or in part, to Landlord and /or its assigns, tenants, agents; employees, customers, invitees or contractors. a. Ou et Enjoyment and Landlords Edon - interference. Lai dluiu agrees for itself and its successors and assigns not to construct or permit, approve, cause or otherwise allow to be constructed on the Property or on any other property located within a adius of five hundred (500) feet of the Premises that may be owned, leased, licensed or otherwise controlled by Landlord, or by any individual, partnership, firm or c p� on fah tcontiols= L- andlord or is controlled by Landlord, any improvements, building structures or other facilities that wo �Id compete it - 'interfer with Tenant's use of the Premises under this Lease. In addition and without reference to or limitation by the_ra ius sAt forth in the immediately preceeding sentence, Landlord shall not cause or permit any interference with the construction, installatiommaintenance and /or operation of Tenantls Communications Facilir, In the event any such interference shall occur, Landlord shall, at its own cost, immediately take or cause to be taken all such actions as are necessary to correct and eliminate such interference, including legal action as may be required by Tenant and;or reimbursement of Tenant, for any cost incurred by Tenant to correct same including reasonable attorney's fees and costs. In Initials: Landlord GROUND LEASE 1988 —2— Tenant C addition, without limitation, Ant I have the right to terminate this Leas U ,.:)ent of any'rnaterial interference with the Communications Facility which remains uncured fora period of ten (10) days after notice thereof to Landlord. Specifically, without limitation, Landlord shall not cause or permit (i) any delay in the delivery of possession of the Premises to Tenant beyond the Term Commencement Date, (ii) any interference with the proper and optimum placement and operation of all equipment and apparatus by Tenant to construct and operate the Communications Facility on the Premises as such may be modified, improved or enlarged from time to time pursuant to this Lease and /or (iii) the construction or installation, without Tenant's prior written consent in its sole and absolute discretion, of any improvement, building, structure, facility or other barriers or physical conditions on the Property which would interfere with and /or impede Tenant's use of the Premises under this Lease. Tenant may condition its consent to the foregoing on Landlord§ agreement to relocate, at Landlord's sole cost and expense, the Communications Facility (or such por thereof as is necessary to eliminate such interference or impediment) to such improvement, building, structure or facility oc lion reasonably satisfactory to Tenant, and in surh event, Landlord shall bear all costs and expenses associated with the rel c��ion work, including, without limitation, any loss of revenue to Tenant's business caused by "down- time" of Tenant's cellular) co phwnications system, including the Communications Facility under this Lease, and /or Tenant's communications equipment d /or facilities located outside the Premises, either in whole or in part. 10. Utilities and Taxes. Tenant shall pay all utilities to the extent required forTenant's use of the Premises. Landlord and Tenant shaii reaso iabiy c�uperate io prov'da fcr a aapaate - ,etering c` caid util!t es. Landlord shall nay for all real property taxes and assessments against the Premises; provided, however, that Tenant shall, if requested by Landlord, pay to Landlord any increase in said taxes or assessments based solely on the assessed value of any improvements constructed by Tenant on the Premises for operation of its Communications Facility, and provided, further, that Tenant shall have the right to protest and contest any such taxes or assessments with the appropriate governmental authority. Tenant shall pay all personal property taxes on its equipment located on the Premises. - 11. Removal of Property. Tenant shall remove, within a reasonable period of time (not to exceed sixty, (60) days) following the expiration of the Term hereof, such personal property, equipment, trade fixture(s) and improvement(s) as are specifically designated as required to be removed by Tenant, if any, on Exhibit "B" attached hereto. If any such personal property, equipment, trade fixtures, and improvements are not specifically designated as required to be removed by Tenant on Exhibit "B;' then Tenant shall have the right, but not the obligation, to remove such items within a reasonable period of time (not to exceed sixty (60) days) following the expiration or earlier termination of the Term hereof. Any personal property, equipment, trade fixtures and improvements which are not removed by Tenant within sixty (60) days after the expiration or earlier termination of this Lease shall, upon the expiration of said sixty (60) day period, become the property of Landlord (subject, however, to any interest therein or rights thereto of any third parties in accordance with Paragraph 29 of this Lease) and Tenant shall thereafter have no rights, obligations or liabilities whatsoever with respect thereto. 12. Title Matters. (a) Title. Landlord represents and warrants that it has full authority to,enter into this Lease and to grant the Easements and that Landlord has fee title to the Property and the Premises, subject to only those exceptions as shown on Exhibit "C" attached hereto and made a part hereof ( "Permitted Title Exceptions "), and that Landlord has provided to Tenant copies of all agreements and documents affecting Tenant's use of the Premises and /or leasehold estate acquired hereunder. (b) Memorandum of Lease. Concurrently with the execution of this Lease, Landlord and Tenant shall execute and have acknowledged the memorandum of lease in the form attached hereto as Exhibit "D" and made a part hereof ( "Memorandum of Lease "), which Memorandum of Lease may be recorded by Tenant concurrently with or after the execution of this Lease. Tenant shall bear the cost of all recording charges associated with recording of all documents required to be recorded under this Lease. 13. Assignment. Tenant may assign this Lease or sublet the Premises or any part thereof (including the Easements) without the consent of Landlord, provided each such sublease or assignment is expressly made subject to the provisions of this Lease. However, notwithstanding any such subletting orassignment, Tenant shall remain primarily liable forthe performance of all terms and conditions of this Lease unless expressly released by Landlord in writing. 14. Insurance. Throughout the Term, Tenant shall maintain insurance against public liability for injury to persons (including death) or damage to property occurring within, upon or about the Premises or Property. Such insurance policy shall be a combined single limit policy in an amount not less than $$500,000 per occurrence and Landlord shall be named as an additional insured under the policy. Said insurance may be in the form of general coverage or floating policies covering these and other premises. 15. Damage or Destruction /Eminent Domain. If the whole or any part of the Communications Facility or the Premises, including the Easements, are damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or any other casualty (all of which are herein called "damage "), or taken, in whole or in part, by eminent domain oircondemnation or sold under the threat of the exercise of said power (all of which are herein called "condemnation ") which darnage or condemnation makes the Premises unsuitable or uneconomic for Tenant's use, Tenant may terminate this Lease and all of the obligations of either party hereunder upon written notice to Landlord provided that such notice is given by Tenant to Leindlord within thirty (30) days of the latter to occur of (i) the date of such damage or condemnation or (ii) Tenant's determination that continued use of the Premises is unsuitable or uneconomic. If, in the event of a condemnation, Tenant does not so elect to terminate, this Lease shall continue in effect and the Rent payable by Tenant shall be reduced by an amount which reflects the value to Tenant of the portion of the Premises conveyed or taken in connection with such condemnation compared to the total value of the Premises immediately before the condemnation. Further, regardless of whether this Lease is terminated as provided in this paragraph, Tenant shall in the event of a condemnation be entitled to receive just compensation from the condemning authority or transferee for loss of all or any portion of the Premises, this Lease and /or the Communications Facility, or any use thereof, including, without limitation, the value of any personal property and /or trade fixtures taken, the cost of relocating the Communications Facility or any portion thereof and /or any loss of business. 16. Tenant's Default. If Tenant shall fail to make any payment of Rent herein provided when due, Landlord shall forward written notice of such failure to Tenant, as provided in Paragraph 30 hereinbelow, and the failure of Tenant to cure within fifteen (15) days after Tenant's receipt of said notice shail bean "Event of Default" under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. If Tenant shall fail to perform any of the terms or provisions of this Lease other than the payment of Rent, and if Landlord shall give Tenant written notice, as provided herein, of such failure and if Tenant shall not cure such failure Initials: Landlord Los Angeles Cellular Telephone Company 1988 GROUND LEASE —3— Tenant r . to perform within thirty (30) d�oft ' nant's receipt of said notice, or, if the Ole t .`.`form is of such a character as to require more than thirty (30) days to cure and tenant shall not use reasonable diligence in commencing a cure of such failure during said period, such failure shall be deemed an "Event of Default'' of Tenant's obligations under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. Tenant shall not be in default under this Lease unless and until an "Event of Default;' as defined in this paragraph, shall have occurred. 17. Landlord's Default. If Landlord shall default on any of its obligations contained in this Lease. Tenant shall have the right to deliver written notice of such default to Landlord, as provided in Paragraph 30 hereinbelow, and failure of Landlord to cure such default within thirty (30) days or any such lesser period as may be expressly provided herein shall be a default under this Lease and Tenant may thereafter pursue any and all remedies available to it under law, including, without limitation, the right, but not the obligation, to cure said default and submit a written statement of costs incurred for curing said default to Landlord. In such event, Landlord shall have thirty (30) days following receipt of such written statement to reimburse Tenant for costs incurred. The foregoing shall in no way limit Tenant's right to seek equitable relief without notice to Landlord. 18. Non - Disturbance and Attornment. So long as this Lease is in full force and effect and there is no uncured Event of Default with respect to Tenant's obligations hereunder, no ground lease, mortgage, deed of trust or other interest to which this Lease and/ or Tenant's rights are or may become subordinate (hereinafter collectively "Senior Interest "), and no action or proceeding under and /or termination of any such Senior Interest, shall affect in any manner whatsoever (i) Tenant's rights under this Lease, (ii) Tenant's use, possession or enjoyment of the Premises, including the Easements or (iii) the leasehold estate granted by this Lease. Landlord shall obtain and provide Tenant with a non - disturbance and attornment agreement in the form attached hereto as Exhibit "E" and made a part hereof (the "Non- Disturbance and Attornment Agreement ") from the holder(s) of each and every such Senior Interest of which Landlord has or acquires actual knowledge and /or which is recorded prior to the recordation of the Memorandum of Lease. This Lease and Tenant's rights hereunder shall be subject to a Senior Interest so long as the holder of said Senior Interest (i) agrees to the provisions of this Paragraph 18 and (ii) has executed and delivered to Tenant the Non - Disturbance and Attornment Agreement in the form attached as Exhibit "E:' 19. Estoppel Certificate. From time to time upon not less than twenty (20) days prior written notice by either party, the other party shall execute, acknowledge and deliver to the requesting party a statement in writing certifying that, this Lease (together with any Non - Disturbance and Attornment Agreement) is unmodified and in full force and effect (or if modified, describing such modification(s)) and that the requesting party is not in default, except as specified in such statement, in regard to any of its obligations under this Lease and further setting forth the Rent then payable hereunder, the dates to which Rent has been paid in advance, if any. and such other statements relating to delivery and acceptance of the Premises as the requesting party's lender, purchaser, assignee or sublessee may require. Said statement shall be accurate and binding, on the party executing same and may be relied upon by any such person as hereinabove described at whose insistence the estoppel was prepared and /or delivered. 20. Obligations and Rights Run with the Land. The Easements, and each and all of the obligations, rights, restrictions, liens and charges set forth in this Lease run with the land comprising Tenant's estate and Landlord's estate and every portion thereof, and are binding upon and inure to the benefit of the respective successors (by operation of law or otherwise), assigns, tenants, invitees and agents of the parties hereto and other lawful occupants of Tenant's estate and Landlord's estate. The grant of easements contained herein together with the rights and obligations of the parties hereto, shall remain in full force and effect and shall not be modified even upon the foreclosure of or default under any Senior Interest. 21. Landlord's Covenant to Provide Notice. In addition to any other obligation of Landlord to provide notice to Tenant provided herein, Landlord shall deliver to Tenant, as provided in Paragraph 30 hereinbelow, any and all notice(s) received by Landlord which pertain to Tenant's use and enjoyment of the Premises, including, without limitation, from any governmental authority, lender, lien claimant or any other person or entity claiming an interest in or right to the Premises. Landlord shall deliver such notice(s) to Tenant promptly upon receipt of same by Landlord. 22. Time of Essence. Time is of the essence of each and every provision of this Lease. 23. Consent of Parties. Except as otherwise expressly provided herein, whenever the consent or approval of either party is required, that party shall not unreasonably withhold or delay such consent or approval. 24. California Law. This Lease shall be construed and enforced in accordance with the laws of the State of California. 25. Successors and Assigns. Each and all of the rights and obligations of the parties under this Lease shaill be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns. 26. Severability. The invalidity of any portion of this Lease shall not affect the remainder of this Lease. 27. Attorneys' Fees. In the event that any action shall be instituted by either of the parties hereto for the enforcement of any of its rights or remedies in and under this Lease or the Non - Disturbance and Attornment Agreement, the prevailing party shall be entitled to recover from the other party all costs incurred by said prevailing party in said action, including reasonable attorneys fees to the extent fixed by the Court therein. 28. Additional Agreements. From and after the date of this Lease, each of the parties hereto shall promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such instruments or documents and to take all actions pursuant to the provisions hereof as may reasonably be requested by any party to carry out the intent or purpose of this Lease. 29. Tenant's Premises, Equipment Financing and Leaseho!d Assignment Landlord acknow!edges that Tenants use of the Premises includes proprietary trade secrets. Accordingly, Landlord shall have no right whatsoever to enter the Premises witnout Tenant's prior written consent which Tenant may withhold in its sole and absolute discretion. Landlord hereby expressly understands and agrees that, at all times during the Term, Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or ai of the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith ( "Equipment Financing ") and /or to assign or pledge Tenant's interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenant's interest in the Premises any instruments or documents as may be Initials: Landlord GROUND LEASE 1988 _4_ Tenant y required with respect to su(*L ent Financing or Leasehold Assignmlo. L .lord hereby waives any and all rights or interest which Landlord may have or acquire to or in the Communications Facility and /or any of Tenants furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith and hereby agrees that same will not constitute realty regardless of the law of fixtures and /or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord shall not grant, create or purport to grantor create any security interest whatsoever in the Communications Facility and /or any of Tel furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith. Landlord hereby expressly understands and agrees to promptly execute, acknowledge and deliver to Tenant, upon request by Tenant, all such instruments and documents as are reasonably requested by Tenant, in order for Tenant to consummate the transactions contemplated by this Paragraph 29. 30. Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and shall be deemed given and served upon delivery if delivered personally, or three (3) days after mailing if sent by certified mail, postage prepaid, as follows: If to Tenant, addressed to: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering With a Copy to: Pettit S Martin 355 S. Grand Avenue, 33rd P1. Los Angeles, CA 90071 Attn: David Luber, Esq. If to Landlord, addressed to: City of Rosemead Attn: City Treasurer "e 8838 E. Valley Boulevard Rosemead, CA 91770 Ref: Maintenance Yard Any party may change the address or persons to which notices are to be sent to it by giving the written notice of such change of address or persons to the other parties in the manner herein provided for giving notice. �Dg Operational Phase Termination. In addition to any other right or event of termination hereunder, Tenant may at any time the Initial Term orany Additional Terms during the Operational Phase, terminate this Lease on thirty (30) days prior written notice to Landlord, provided that Tenant shall concurrently with the giving of such notice of termination pay Landlord an amount equal to three (3) months Rent, as such Rent shall be determined pursuant to Paragraph 5, hereinabove. 32. Compliance with Laws. Landlord and Tenant shall comply in all respects with all applicable building codes, regulations and ordinances affecting the Property. 33. Entire Agreement. This Lease along with all exhibits and attachments or other documents affixed hereto or referred to herein as part of the agreement between the parties (including, without limitation, the N/lemorandum of Lease and the Non - Disturbance and Attornment Agreement) constitutes the entire and exclusive agreement between Landlord and Tenant relative to the Premises, including the Easements, herein described and "Lease" as such term is used herein shalli include by definition all such exhibits, attachments and other documents. All prior or contemporaneous oral agreements, understandings and /or discussions relative to the leasing of the Premises, including the Easements, are merged in or revoked by this Lease. This Lease and said exhibits, attachments and other documents may be altered, amended or revoked only by instrument in writing signed by both Landlord and Tenant. 34. Landlord's Authority to Execute Lease. Landlord represents and warrants that this Lease and the execution hereof does not and will not conflict with or violate the Articles of Incorporation, By Laws, Partnership Agreement, Instrument of Trust or any other comparable document of Landlord or any agreement to which Landlord is a party or by which it or its assets are bound. Further, Landlord and each individual executing this Lease on behalf of Landlord represent and warrant that he /she is duly authorized to execute and deliver this Lease on behalf of Landlord and that this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. Landlord shall, at its sole cost and expense, concurrently with its execution of this Lease (and at other times at Tenant's request), deliver to Tenant, without limitation, such resolutions, certificates, approvals, letter of conservatorship, Court orders and written assurances as Tenant may request authorizing and approving the execution of this Lease. 35. Addendum. Attached hereto is an addendum or addenda containing paragraphs 0 through 0 part of this Lease. Los Angeles Cellular Telephone Company 1988 GROUND LEASE —5— which constitutes a Initials: Landlord Tenant LANDLORD AND TENANTOIVE REFULLY READ AND REVIEWED TIIVLE .' AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, DEMONSTRATE THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. ATTACHED EXHIBITS EXHIBIT "A' Legal Description of Property EXHIBIT "B" Plot Plan (Diagram of Property and Premises, including the Easements) EXHIBIT "C" Permitted Title Exceptions EXHIBIT "D" Memorandum of Lease EXHIBIT "E" Non - Disturbance and Attornment Agreement IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: Citv of By: Its: Dennis McDonald Mayor By: Its: GROUND LEASE 1988 TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership By: Howard Frantom Its: President and General Manager q GROUND LEAS i [Building and Antennae to be Constructed] ArdOftm, , CELLULAR La ANdo Cdlnhr T,Vph.w C.pmy THIS GROUND LEASE ( "Lease ") is dated for reference purposes only this 15th day of September 1989 by and between City of Rosemead ( "Landlord "), and Los Angeles Cellular Telephone Company, a California general partnership ( "Tenant "). WHEREAS, Landlord is the owner of certain real property in the City of Rosemead , County of Los Igeles State of California, commonly known as 9101 E Missxon ddii mare pm Gcuidliy uesclibed if I Exhibit "A" attached hereto and made a part hereof (the "Property "). WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the Property shown as cross - hatched an the plot plan of the Property attached as Exhibit "B" hereto and made a part hereof showing in addition a description of Tenant's "Easements;' as defined below, (collectively, the "Premises "). WHEREAS, Tenant requires certain easements in order to make the Premises suitable for Tenant's use and Landlord desires to grant to Tenant, as part of the Premises, the Easements described in Paragraph 3, hereinbelow. NOW, THEREFORE, Landlord hereby leases the Premises and grants the Easements to Tenant on the terms and conditions hereinafter set forth. 1. Term and Commencement. This Lease shall be for an Initial Term commencing on September 15 y9 89 ( "Term Commencement Date "), and ending __ five ( 5—) years thereafter (`Initial Term "). I>lotwithstanding the foregoing, it is understood and agreed between the parties that Tenant's use of the Premises is contingent upon Tenant obtaining all necessary governmental approvals and permits to allow it to construct and operate the "Communications Facility;' as such term is defined in Paragraph 7 hereinbelow, on the Premises. The period of time from the Term Commencement Date to the date on which Tenant has obtained all necessary governmental approvals and permits and has provided Landlord written notice of the commencement of construction of its Communications Facility, as provided below, shall be called the "Permit Phase:' The period of time from the date of the written notice by Tenant to Landlord of the commencement of construction of the Communications Facility to the expiration of the Initial Term of this^ ease,-as same•may,be._extended, as provided below, shall be called the "Operational Phase.'' 2. Additional Terms and Renewals. Landlord hereby grants to Tenant three (3 —) separate options to extend the Initial Term for three ( 3 ) separate consecutive additional periods ( "Additional Terms "), of five (5) years each on the same terms and conditions set forth in this Lease for the Initial Term. Each option shall be automatically exercised by Tenant unless Tenant shall give Landlord notice at least three (3) months before the expiration of the Initial Term or Additional Term then in effect of Tenants desire to terminate this Lease, otherwise, upon such automatic extension, such Additional Term shall become part of the Initial Term. The Initial Term and any Additional Terms shall be referred to herein individually and collectively as the "Term" of this Lease. 3. Easements. Landlord hereby grants to Tenant as easements appurtenant to the Premises the following easements: (i) a non- exclusive, perpetual easement for vehicular and pedestrian ingress and egress to and from the Premises twenty -four (24) hours a day, seven (7) days a week as shown and marked ''Access Easement" on Exhibit "B" attached hereto, (ii) a non - exclusive, perpetual easement for the installation and /or use of sub - surface utility lines, including, without limitation, electrical, water, gas, telephone, power, drains and /or sewer pipes located or to be located under, across and through those portions of the Property as shown and marked "Sub-Surface Utility Easement" on Exhibit "B" attached hereto, (iii) a non - exclusive, perpetual easement for the installation and /or use of overhead utility lines, including, without limitation, electrical, telephone, power and /or other utility lines, and /or support apparatus located orto be located above, across and through those portions of the Property as shown and marked "Overhead Lines Utility Easement" on Exhibit "B" attached hereto, and (iv) —zero— (0---) assigned parking space(s) as shown and marked "Assigned Parking Space(s)" on Exhibit "B" attached hereto and one (1 ) unassigned parking space(s) as shown and marked "Non- Assigned Parking Space(s)" on Exhibit "B " attached hereto (individually and collectively, the ''Easements"). The Easements shall include placement and traffic of such trucks, vehicles and heavy or other construction or repair machinery on the Property from time to time as may be necessary or appropriate: for the construction, installation, operation, maintenance, replacement and /or removal of the Communications Facility. Tenant shall promptly repair upon written notice by Landlord to Tenant all damage to the Property, if any, directly caused by Tenant's construction or use of the Easements to a condition that existed immediately prior to such damage; provided, however, that Tenant shall not be liable to Landlord or any such other person or entity entitled to use the Property on which the Easements are located for any consequential damages, including economic loss, attributable to such use, damage or repairs. To the extent that the Easements and improvements thereon are constructed or used by Tenant 'exclusively, and except for such maintenance necessitated by the use or negligent misuse of the Easements by Landlord and /or Landlord's assigns, independent contractors, agents and /or invitees, Tenant shall maintain during the Term of this Lease the Easements and all improvements thereon in good condition and repair, free and clear of any obstructions and other hazards to persons entitled to use the Easements. In connection with the foregoing and for the purposes of either (i) obtaining the necessary governmental permits and approvals for the construction, operation and /or maintenance of the Communications Facility or (ii) serving the Premises with any necessary or appropriate utilities in connection with the installation, construction, operation and /or maintenance of the Communications Facility, Landlord shall upon Tenant's request enter into agreements or shall hereby authorize Tenant to enter into agreements with and grant easements (in the locations of the Easements shown on Exhibit "B ") to, any public authority and /or public utility which are necessary or appropriate for Tenant's use of the Premises for installation, construction, operation, and /or maintenance of its Communications Facility as provided herein. In addition, notwithstanding anything to the contrary contained in this Lease, Tenant shall have the absolute right to assign its rights to the Easements, in whole or in part, without the consent of Landlord to any third Initials: GROUND LEASE Landlord Los Angeles Cellular Telephone Company 1988 Tenant party, including, without limitati�r: ,,'; innt's contractor(s), as necessary or ° for Tenant's use and enjoyment of the Premises. Except as otherwise fesigi.Led on Exhibit "B;' the term of any easement ui'other interest granted hereunder shall be perpetual. Tenant has the right at its sole cost and expense to relocate the Easements provided herein so long as such relocation will not materially, adversely affect Landlord's use of the Property. Landlord shall promptly execute, acknowledge and deliver to Tenant within five (5) business days after request therefor by Tenant all documents, agreements or instruments which are reasonably necessary or appropriate to effectuate the purposes described in this Paragraph 3. The Easements shall be part of the Premises so long as this Lease is in full force and effect and Premises, as that term is used in this Lease, shall include by definition the Easements. 4. Permit Phase Termination. Landlord understands and agrees that Tenant's ability to use the Premises is contingent on the Premises and the Easements being suitable for Tenant's intended use from both an economic and technical engineering basis, and on Tenant's ability to obtain and maintain all required governmental permits and approvals. In the event that during the Permit Phase Tenant, in its sole discretion, determines that the Premises and /or the Easements are or have become unsuitable and /or any required governmental permits or approvals cannot be obtained or maintained and /or the cost or effort required to obtain and /or maintain such governmental permits and approvals is or has become, in Tenant's judgment, economically impractical, then Tenant shall have the right to terminate this Lease upon thirty (30) days prior written notice to Landlord. 5. Rent. Concurrently with the execution of this Lease, Tenant shall pay to Landlord the sum of Eight Hundred Dollars ($ 800.00 ) as payment in advance for Rent during the Permit Phase of this Lease; provided, however, in the event said period of time should extend beyond four (-4—) months from the Term Commencement Date, Tenant shall pay to Landlord the sum of Two Hundred Dollars ($ -200 -,00 —) per month in advance on the first day of the month, for each month thereafter until the "Operational Phase Commencement Date;' as defined below, or earlier termination hereof during the Permit Phase, as provided in Paragraph 4 above. In the event of such termination by Tenant, all sums theretofor paid by Tenant to Landlord as Rent during the Permit Phase shall remain the property of Landlord. Tenant shall give Landlord written notice upon commencement of construction of the Communications Facility on the Premises, and the date of said notification shall become the commencement date of the Operational Phase of this Lease ( "Operational Phase Commencement Date "). A copy of such written notification shall be attached hereto for future reference regarding the anniversary date of the commencement of payment of Operational Phase Rent. Beginninq with the Operational Phase Commencement Date, Tenant shall pay to Landlord monthly Rent in the sum of Eight Hundred Dollars IS 800.00 ) per month in advance on the first day of each and every month during the Term as such amount may be increased or decreased as hereinafter provided. Beginning at the expiration of the first twelve -month period following the Operational Phase Commencement Date and continuing for each twelve -month period thereafter, including during any Additional Term, the Rent shall be increased or decreased, if applicable, by the percentage increase or decrease of the Consumer Price Index for All Urban Consumers applicable to the Los Angeles- Anaheim - Riverside area published by the U.S' Department of Labor, Bureau of Labor Statistics subgroup "All Items (1967= 100)" ( "Index ") then in effect, over the Index that was in effect at the commencement of the immediately preceding twelve -month period; provided, however, that in no event shall the increase or decrease in Rent payable, as adjusted, be greater than five percent (5 %) of the Rent payable for the twelve -month period immediately preceding said adjustment and in no event shall said Rent decrease below the original Rent effective on the Operational Phase Commence- ment Date. 6. Use. Tenant shall have the right to use the Premises for the purpose of constructing, maintaining and operating its Communications Facility as such may be expanded or modified as provided herein and for any other lawful purpose approved by Landlord. 7. Construction and Alterations. Tenant shall have the right to construct and install on the Premises its communications facility with such specifications as Tenant shall determine, initially to consist of onebuilding with communications equipment and one monopole with antennae array and all necessary appurtenances, support equipment and such other equipment, cables and /or conduits as may be appropriate for Tenant's business use of the Property ( "Communications Facility "). Subject to the obtaining of all necessary governmental approvals, Tenant shall have the right to modify, reconstruct and enlarge its Communications Facility within the Premises from time to time as Tenant in its sole discretion may deem necessary and /or appropriate for its then current business use. Tenant shall not interfere in anyway with radio or other equipment which Landlord or any other user may have on or in the Property at the time Tenant's equipment is installed. The Communications Facility installed by Tenant, including, without limitation, the building, monopole, antennae array, communications equipment and the support equi ment located on the Premises, including the support equipment located on the Easements, shall at al] times be the sole oper of Tenant. 8. Coo eration; Indemnity. Landlord shall fully cooperate with Tenant by executing and joining in applications for governmen- tal permit or approvals covering Tenant's use, construction and /or occupation of the Premises, including the Easements, provided hat Tenant shall reimburse Landlord for any and all reasonable expenses attributable to said cooperation which are ppiav d in advance by Tenant in writing. Tenant shall keep the Property and the Premises free from mechanics' liens arising out of Tenant's construction. Tenant shall indemnify and hold Landlord harmless from any claim, demand or cause of action which may arise from Tenant's negligent act or omission or willful misconduct in the construction, installation, operation or maintenance of its Communications Facility, except for any occurrence attributable, in whole or in part, to Landlord and /or its assigns, tenants, a ients,employees, customers, invitees or contractors. y. i.tuiet enjoyment and Landlords Nun- interference. Ldnuluiu agrees for itself and its successors and assigns not to construct or permit, approve, cause orotherwise allow to be constructed on the Property or on any other property located within a adius of five hundred (500) feet of the Premises that may be owned, leased, licensed or otherwise controlled by Landlord, or by any individual, partnership, firm or c rp�t'o'n tt tcontrols - L=andlord or is controlled by Landlord, any improvements, building structures or other facilities that woo o �Id compete it r interfer ''with Tenant's use of the Premises under this Lease. In addition and without reference to or limitation by the ra ius sA :orth in I immediately preceeding sentence, Landlord shall not cause or permit any interference with the construction, installation-,maintenance and /or operation of Tenantt Communications Faciliv, In the event any such interference shall occur, Landlord shall, at its own cost, immediately take or cause to betaken all such actions as are necessary to correct and eliminate such interference, including legal action as may be required by Tenant and /or reimbursement of Tenant, for any cost incurred by Tenant to correct same including reasonable attorney's fees and costs. In Initials: Landlord GROUND LEASE 1988 -2- Tenant C addition, without limitation, Tot',.. I have the right to terminate this Lea* It: ent of any material interference with the Communications Facility which remains uncured for a period of ten 00) days after notice thereof to Landlord. Specifically, without limitation, Landlord shall not cause or permit (i) any delay in. the delivery of possession of the Premises to Tenant beyond the Term Commencement Date, (ii) any interference with the proper and optimum placement and operation of all equipment and apparatus by Tenant to construct and operate the Communications Facility on the Premises as such may be modified, improved or enlarged from time to time pursuant to this Lease and /or (iii) the construction or Installation, without Tenant's prior written consent in its sole and absolute discretion, of any improvement, building, structure, facility or other barriers or physical conditions on the Property which would interfere with and /or impede Tenant's use of the Premises under this Lease. Tenant may condition its consent to the foregoing on Landlord's agreement to relocate, at Landlord's sole cost and expense, the Communications Facility (or such por thereof as is necessary to eliminate such interference or impediment) to such improvement, building, structure or facility oc tion reasonably satisfactory to Tenant, and in such event, Landlord shall bear all costs and expenses associated with the el c ion work, including, without limitation, any loss of revenue to Tenant's business caused by "down- time" of Tenant's cellular counications system, including the Communications Facility under this Lease, and /or Tenant's communications equipment ono /or facilities located outside the Premises, either in whole or in part. 10. Utilities and Taxes. Tenant shall pay all utilities to the extent required for Tenant's use of the Premises. Landlord and Tenant shaii reasur ably c�uptraie iu provi 1e (or a separa.a metarng cf oaid utilities. Land! ^rd shalt nay for all real property taxes and assessments against the Premises; provided, however, that Tenant shall, if requested by Landlord, pay to Landlord any increase in said taxes or assessments based solely on the assessed value of any improvements constructed by Tenant on the Premises for operation of its Communications Facility, and provided, further, that Tenant shall have the right to protest and contest any such taxes or assessments with the appropriate governmental authority. Tenant shall pay all personal property taxes on its equipment located on the Premises. 11. Removal of Property. Tenant shall remove, within a reasonable period of time (not to exceed sixty (60) days) following the expiration of the Term hereof, such personal property, equipment, trade fixture(s) and improvement(s) as are specifically designated as required to be removed by Tenant, if any, on Exhibit "B" attached hereto. If any such personal property, equipment, trade fixtures, and improvements are not specifically designated as required to be removed by Tenant on Exhibit °B;' then Tenant shall have the right, but not the obligation, to remove such items within a reasonable period of time (not to exceed sixty (60) days) following the expiration or earlier termination of the Term hereof. Any personal property, equipment, trade fixtures and improvements which are not removed by Tenant within sixty (60) days after the expiration or earlier termination of this Lease shall, upon the expiration of said sixty (60) day period, become the property of Landlord (subject, however, to any interest therein or rights thereto of any third parties in accordance with Paragraph 29 of this Lease) and Tenant shall thereafter have no rights, obligations or liabilities whatsoever with respect thereto. 12. Title Matters. (a) Title. Landlord represents and warrants that it has full authority to enter into this Lease and to grant the Easements and that Landlord has fee title to the Property and the Premises, subject to only those exceptions as shown on Exhibit "C" attached hereto and made a part hereof ( "Permitted Title Exceptions "), and that Landlord has provided to Tenant copies of all agreements and documents affecting Tenant's use of the Premises and /or leasehold estate acquired hereunder. (b) Memorandum of Lease. Concurrently with the execution of this Lease, Landlord and Tenant shall execute and have acknowledged the memorandum of lease in the form attached hereto as Exhibit " Y and made a part hereof ( "Memorandum of Lease ''), which Memorandum of Lease may be recorded by Tenant concurrently with or after the execution of this Lease. Tenant shall bear the cost of all recording charges associated with recording of all documents required to be recorded under this Lease. 13. Assignment. Tenant may assign this Lease or sublet the Premises or any part thereof (including the Easements) without the consent of Landlord, provided each such sublease or assignment is expressly made subject to the provisions of this Lease. However, notwithstanding any such subletting or assignment, Tenant shall remain primarily liable for the performance of all terms and conditions of this Lease unless expressly released by Landlord in writing. 14. Insurance. Throughout the Term, Tenant shall maintain insurance against public liability for injury to persons (including death) or damage to property occurring within, upon or about the Premises or Property. Such insurance policy shall be a combined single limit policy in an amount not less than $500,000 per occurrence and Landlord shall be named as an additional insured under the policy. Said insurance may be in the form of general coverage or floating policies covering these and other premises. 15. Damage or Destruction /Eminent Domain. If the whole or any part of the Communications Facility or the Premises, including the Easements, are damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or any other casualty (all of which are herein called "damage "), or taken, in whole or in part, by eminent domain oircondemnation or sold under the threat of the exercise of said power (all of which are herein called "condemnation ") which darnage or condemnation makes the Premises unsuitable or uneconomic for Tenant's use, Tenant may terminate this Lease and all of the obligations of either party hereunder upon written notice to Landlord provided that such notice is given by Tenant to Landlord within thirty (30) days of the latter to occur of (i) the date of such damage or condemnation or (ii) Tenant's determination that continued luse of the Premises is unsuitable or uneconomic. If, in the event of a condemnation, Tenant does not so elect to terminate, this Lease shall continue in effect and the Rent payable by Tenant shall be reduced by an amount which reflects the value to Tenant of the portion of the Premises conveyed or taken In connection with such condemnation compared to the total value of the Premises immediately before the condemnation. Further, regardless of whether this Lease is terminated as provided in this paragraph, Tenant shall in the event of a condemnation be entitled to receive just compensation from the condemning authority or transferee for loss of all or any portion of the Premises, this Lease and /or the Communications Facility, or any use thereof, including, without limitation, the value of any personal property and /or trade fixtures taken, the cost of relocating the Communications Facility or any portion thereof and /or any loss of business. 16. Tenant's Default. If Tenant shall fail to make any payment of Rent herein provided when due, Landlord shall forward written notice of such failure to Tenant, as provided in Paragraph 30 hereinbelow, and the failure of Tenant to cure within fifteen (15) days after Tenant's receipt of said notice shall bean" Event of Default" under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. If Tenant shall fail to perform any of the terms or provisions of this Lease other than the payment of Rent, and if Landlord shall give Tenant written notice, as provided herein, of such failure and if Tenant shall not cure such failure Initials: Landlord Los Angeles Cellular Telephone Company 1988 Tenant GROUND LEASE —3— to perform within thirty (30) *aft.;,. 'pant's receipt of said notice, or, if thsre t ',`.`form is of such a character as to require more than thirty (30) days to cure and tenant shall not use reasonable diligence in commencing a cure of such failure during said period, such failure shall be deemed an "Event of Default "of Tenant's obligations under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. Tenant shall not be in default under this Lease unless and until an "Event of Default;' as defined in this paragraph, shall have occurred. 17. Landlord's Default. If Landlord shall default on any of its obligations contained in this Lease, Tenant shall have the right to deliver written notice of such default to Landlord, as provided in Paragraph 30 hereinbelow, and failure of Landlord to cure such default within thirty (30) days or any such lesser period as may be expressly provided herein shall be a default under this Lease and Tenant may thereafter pursue any and all remedies available to it under law, including, without limitation, the right, but not the obligation, to cure said default and submit a written statement of costs incurred for curing said default to Landlord. In such event, Landlord shall have thirty (30) days following receipt of such written statement to reimburse Tenant for costs incurred. The foregoing shall in no way limit Tenant's right to seek equitable relief without notice to Landlord. 18. Non - Disturbance and Attornment. So long as this Lease is in full force and effect and there is no uncured Event of Default with respect to Tenant's obligations hereunder, no ground lease, mortgage, deed of trust or other interest to which this Lease and/ or Tenant's rights are or may become subordinate (hereinafter collectively "Senior Interest "), and no action or proceeding under and /or termination of any such Senior Interest, shall affect in any manner whatsoever (i) Tenant's rights under this Lease, (ii) Tenant's use, possession orenjoyment of the Premises, including the Easements or (iii) the leasehold estate granted by this Lease. Landlord shall obtain and provide Tenant with a non - disturbance and attornment agreement in the form attached hereto as Exhibit "E" and made a part hereof (the "Non- Disturbance and Attornment Agreement ") from the holder(s) of each and every such Senior Interest of which Landlord has or acquires actual knowledge and /or which is recorded prior to the recordation of the Memorandum of Lease. This Lease and Tenant's rights hereunder shall be subject to a Senior Interest so long asthe holder of said Senior Interest (i) agrees to the provisions of this Paragraph 18 and (ii) has executed and delivered to Tenant the Non - Disturbance and Attornment Agreement in the form attached as Exhibit "E:' 19. Estoppel Certificate. From time to time upon not less than twenty (20) days prior written notice by either party, the other party shall execute, acknowledge and deliver to the requesting party a statement in writing certifying that, this Lease (together with any Non - Disturbance and Attornment Agreement) is unmodified and in full farce and effect (or if modified, describing such modification(s)) and that the requesting party is not in default, except as specified in such statement, in regard to any of its obligations under this Lease and further setting forth the Rent then payable hereunder, the dates to which Rent has been paid in advance, if any, and such other statements relating to delivery and acceptance of the Premises Ls the requesting party's lender, purchaser, assignee or sublessee may require. Said statement shall be accurate and binding; on the party executing same and may be relied upon by any such person as hereinabove described at whose insistence the estoppel was prepared and /or delivered. 20. Obligations and Rights Run with the Land. The Easements. and `each and all of the obligations, rights, restrictions, liens and charges set forth in this Lease run with the land comprising Tenant's estate and Landlord's estate and every portion thereof, and are binding upon and inure to the benefit of the respective successors (by operation of law or otherwise), assigns, tenants, invitees and agents of the parties hereto and other lawful occupants of Tenant's estate and Landlord's estate. The grant of easements contained herein together with the rights and obligations of the parties hereto, shall remain in full force and effect and shall not be modified even upon the foreclosure of or default under any Senior Interest. 21. Landlord's Covenant to Provide Notice. In addition to any other obligation of Landlord to provide notice to Tenant provided herein, Landlord shall deliver to Tenant, as provided in Paragraph 30 hereinbelow, any and all notice(s) received by Landlord which pertain to Tenant's use and enjoyment of the Premises, including, without limitation, from any governmental authority, lender, lien claimant or any other person or entity claiming an interest in or right to the Premises. Landlord shall deliver such notice(s) to Tenant promptly upon receipt of same by Landlord. 22. Time of Essence. Time is of the essence of each and every provision of this Lease. 23. Consent of Parties. Except as otherwise expressly provided herein, whenever the consent or approval of either party is required, that party shall not unreasonably withhold or delay such consent or approval. 24. California Law. This Lease shall be construed and enforced in accordance with the laws of the State of California. 25. Successors and Assigns. Each and all of the rights and obligations of the parties under this Lease shall! be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns_ 26. Severability. The invalidity of any portion of this Lease shall not affect the remainder of this Lease. 27. Attorneys' Fees. In the event that any action shall be instituted by either of the parties hereto for the enfcucement of any of its rights or remedies in and under this Lease or the Non - Disturbance and Attornment Agreement, the prevailiing party shall be entitled to recover from the other party all costs Incurred by said prevailing party in said action, including reasonable attorneys' fees to the extent fixed by the Court therein. 28. Additional Agreements. From and after the date of this Lease, each of the parties hereto shall promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such instruments or documents and to take all actions pursuant to the provisions hereof as may reasonably be requested by any party to carry out the intent or purpose of this Lease. 29. Tenant's Premises, Equipment Financing and Leasehold Assignment. Landlord acknowledges that Tenant's use of the Premises includes proprietary trade secrets. Accordingly, Landlord shall have no right whatsoever to enter the Premises without Tenant's prior written consent which Tenant may withhold in its sole and absolute discretion. Landlord hereby expressly understands and agrees that, at all times during the Term, Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or al. of the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith ( "Equipment Financing ") and /or to assign or pledge Tenant's interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenant's interest in the Premises any instruments or documents as may be Initials: Landlord GROUND LEASE 1988 _4_ Tenant y required with respect to sus en Financing or Leasehold Assignrfe L ;lord hereby waives any and all rights or interest which Landlord may have or acquire to or in the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized orto be utilized in connection therewith and hereby agrees that same will not constitute realty regardless of the law of fixtures and /or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith. Landlord hereby expressly understands and agrees to promptly execute, acknowledge and deliver to Tenant, upon request by Tenant, all such instruments and documents as are reasonably requested by Tenant, in order for Tenant to consummate the transactions contemplated by this Paragraph 29. 30. Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and shall be deemed given and served upon delivery if delivered personally, or three (3) days after mailing if sent by certified mail, postage prepaid, as follows: If to Tenant, addressed to: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering With a Copy to: Pettit 6 Martin 355 S. Grand Avenue, 33rd F1. Los Angeles, CA 90071 Attn: David Luber, Esq. If to Landlord, addressed to: City of Rosemead Attn: City Treasurer 8838 E. Valley Boulevard Rosemead, CA 91770 Ref: Maintenance Yard Any party may change the address or persons to which notices are to be sent to it by giving the written notice of such change of address or persons to the other parties in the manner herein provided for giving notice. �Dg Operational Phase Termination. In addition to any other right or event of termination hereunder, Tenant may at any time the Initial Term orany Additional Terms during the Operational Phase, terminate this Lease on thirty (30) days prior written notice to Landlord, provided that Tenant shall concurrently with the giving of such notice of termination pay Landlord an amount equal to three (3) months Rent, as such Rent shall be determined pursuant to Paragraph 5, hereinabove. 32. Compliance with Laws. Landlord and Tenant shall comply in all respects with all applicable building codes, regulations and ordinances affecting the Property. 33. Entire Agreement. This Lease along with all exhibits and attachments or other dorniments affixed hereto or referred to herein as part of the agreement between the parties (including, without limitation, the N&- morandum of Lease and the Non - Disturbance and Attornment Agreement) constitutes the entire and exclusive agreement between Landlord and Tenant relative to the Premises, including the Easements, herein described and "Lease" as such term is used herein shall i include by definition all such exhibits, attachments and other documents. All prior or contemporaneous oral agreements, understandings and /or discussions relative to the leasing of the Premises, including the Easements, are merged in or revoked by this Lease. This Lease and said exhibits, attachments and other documents may be altered, amended or revoked only by instrument in writing signed by both Landlord and Tenant. 34. Landlord's Authority to Execute Lease. Landlord represents and warrants that this Lease and the execution hereof does not and will not conflict with or violate the Articles of Incorporation, By Laws, Partnership Agreement, Instrument of Trust or any other comparable document of Landlord or any agreement to which Landlord is a party or by which it or its assets are bound. Further, Landlord and each individual executing this Lease on behalf of Landlord represent and warrant that he,/she is duly authorized to execute and deliver this Lease on behalf of Landlord and that this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. Landlord shall, at its sole cost and expense, concurrently with its execution of this Lease (and at other times at Tenant's request), deliver to Tenant, without limitation, such resolutions, certificates, approvals, letter of conservatorship, Court orders and written assurances as Tenant may request authorizing and approving the execution of this Lease. 35. Addendum. Attached hereto is an addendum or addenda containing paragraphs o through 0 which constitutes a part of this Lease. Initials: " Los Angeles Cellular Telephone Company 1988 GROUND LEASE —5— Landlord Tenant LANDLORD AND TENANT'WL; ' ,REFULLY READ AND REVIEWED TIV ':;.1`_ AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, DEMONSTRATE THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. ATTACHED EXHIBITS EXHIBIT "A' Legal Description of Property EXHIBIT "B" Plot Plan (Diagram of Property and Premises, including the Easements) EXHIBIT "C" Permitted Title Exceptions EXHIBIT "D" Memorandum of Lease EXHIBIT "E" Non - Disturbance and Attornment Agreement IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: Citv of By: Its: Dennis McDonald, Mayor By: Its: GROUND LEASE 1988 TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership 0 Howard Prantom Its: President and General Manager q AGENDA REGULAR MEETING ROSEMEAD CITY COUNCIL CITY HALL COUNCIL CHAMBERS ROSEMEAD, CALIFORNIA NOVEMBER 14, 1989 AT 8 :00 P. M. CALL MEETING TO ORDER: 8:00 P. M. PLEDGE TO THE FLAG: COUNCILMAN DeCOCEER INVOCATION: PASTOR JERRY deJESUS OF THE LOVE GOSPEL FELLOWSHIP ROLL CALL OF OFFICERS: COUNCILMEN BRUESCH, DeCOCKER, TAYLOR, MAYOR PRO TEM IMPERIAL, AND MAYOR MCDONALD APPROVAL OF MINUTES: OCTOBER 10, 1989 - REGULAR MEETING --------------------------------------------------------------------- OF INTEREST TO CITIZENS WISHING TO PARTICIPATE 1) Immediately after approval of the minutes, there is a 10- minute period set aside (limited to 5 persons for 2 minutes each) for those wishing to address the Council on matters not listed on the Agenda entitled: ORAL COMMUNICATIONS FROM THE AUDIENCE 2) Those wishing to speak on Agenda Items should have their request in writing and submitted no later than the time immediately following the 10- minute period for Oral Communications. 3) For those wishing to address the Council for a subject that will need more than the 2 minutes allotted time, please submit a Speaker Request Form and any other information to the City Clerk by noon, Wednesday, preceding the Council Meeting. 4) For those wishing to address the Council for more than the 2 minutes allotted in #1 for items not listed on the Agenda, please submit a Speaker Request Form and, time permitting, you will be called upon at the end of the Meeting. --------------------------------------------------------------------- I. ORAL COMMUNICATIONS FROM THE AUDIENCE A. II. PUBLIC HEARING - EXPLANATION OF THE PUBLIC HEARING PROCEDURES BY THE CITY ATTORNEY AND ADMINISTRATION OF THE OATH BY THE CITY CLERK TO ALL PERSONS WISHING TO ADDRESS THE COUNCIL ON ANY PUBLIC HEARING ITEM A. A PUBLIC HEARING CONTINUED FROM OCTOBER 10, 1989, TO CONSIDER A REQUEST FROM GENE -JAC, INC. FOR ZONE CHANGE-CASE NO. 89 -168 AND GENERAL PLAN AMENDMENT 89 -2 IN ORDER TO CONSTRUCT A MINI -MALL ON PROPERTY LOCATED AT 7411 HELLMAN AVENUE - AND - ORDINANCE NO. 651 - ALLOWING ZONE CHANGE CASE 89 -168 - INTRODUCE III. LEGISLATIVE A. RESOLUTION NO. 89 -65 - CLAIMS & DEMANDS B. ORDINANCE NO. 653 - PROHIBITING THE SALE OF MERCHANDISE AND EDIBLES FROM VACANT LOTS - INTRODUCE PAGE 2 NOVEMBER 14, 1989 IV. CONSENT CALENDAR - RECOMMENDATION: APPROVAL CC -A AUTHORIZATION TO PURCHASE AN ADVERTISEMENT IN LINCOLN TRAINING CENTER'S "AFFAIR OF THE YEAR" PROGRAM CC -B CITY PARTICIPATION IN "SAY NO TO DRUGS" RUN CC -C AUTHORIZATION TO REJECT CLAIM FILED AGAINST THE CITY BY MONA MCKIRRNAN CC -D CITY WIDE TRAFFIC STUDY CC -E REQUEST FOR SOLICITATION OF BIDS FOR ROSEMEAD HANDYMAN PROGRAM 35th BID PACKAGE CC -F AUTHORIZATION TO REJECT CLAIM FILED AGAINST THE CITY BY SIU AMY LEE CC -G LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE COMPANY AND THE CITY OF ROSEMEAD CC -H AUTHORIZATION TO PURCHASE CASSETTE RECORDING SYSTEM FOR COUNCIL CHAMBERS CC -I PARKING RESTRICTIONS ON OLNEY STREET CC -J PARKING RESTRICTIONS ON ROSE GLEN AVENUE CC -K AWARD OF BID FOR STREET SWEEPING SERVICES CC -L AWARD OF BID FOR GRAFFITI REMOVAL SERVICES CC -M SALARY ADJUSTMENT V. MATTERS FOR DISCUSSION S ACTION A. CHAMBER OF COMMERCE - PURCHASE OF PROPERTY FOR VISITOR INFORMATION CENTER B. LANDSCAPE CONCEPT FOR GARVEY AVENUE MEDIANS Vi. STATUS REPORTS A. RESOLUTION NO. 89 -64 - SUPPORTING A UNIVERSITY IN DIAMOND BAR VII. MATTERS FROM OFFICIALS A. VIII. ORAL COMMUNICATIONS A. IX. ADJOURNMENT PAGE 3 NOVEMBER 14. 1989 THE NEXT REGULAR FETING IS SCHEDULED FOR NOVEMBER 28, 1989 AT 8:00 P.M. I hereby certify that this Agenda was duly posted at the following locations on November 9, 1989, by the times indicated. CITY HALL, 8838 E. Valley Blvd., Rosemead BY 7:00 p.m. CITY LIBRARY, 8800 E. Valley Blvd., Rosemead BY 7:00 p.m. OZTY CLERK 0 • WALLIN, KRESS, REISMAN, PRICE & LAW OFFICES 2600 TWENTY- EIGHTH STREET, SUITE 315 SANTA MONICA, CALIFORNIA 904OS -2934 TELEPHONE 12131 450 -9562 FAX 2134500506 TO: HONORABLE MAYOR AND CITY COUNCIL FROM: CITY ATTORNEYA 41(___ DILKES RECHVED CITY OF ROSEMEAD NOV 61989 CITY CLERK'S OFFICE RE: PROPOSED GROUND LEASE WITH L.A. CELLULAR DATE: October 30, 1989 At the last City Council meeting, the Council deferred action on the proposed lease with L. A. Cellular. Councilman Taylor requested further information on the rights of the parties to terminate the lease during its term. At the outset, I must advise you that the decision to enter into this lease is a policy question for the Council. You must weigh the projected revenue stream (at least $192,000 if the full 20 years are picked up) versus any possible interference with park and maintenance yard operations. In evaluating this proposal, you should take into account the fact that the proposed Lessee has applied for and been granted a conditional use permit for this communications facility by the Rosemead Planning Commission. The Planning Commission, on the staff's recommendation, included conditions of approval that will result in additional fencing and concrete paving in the City Maintenance Yard, as requested by the Parks and Recreation Department. In addition, plans for construction of the small building and cellular pole will be submitted for the regular plan check process, which includes referral to the Fire Department for review and approval subject to conditions. With this background, I have the following comments on the concerns raised: 1. Rent Adjustment. The lease contains a clause ( §5) that provides that the rent will be adjusted annually, based upon the Consumer Price Index. The rent can go up or down, based upon the index, but realistically, it will increase over the years. There are no out -of- pocket costs to the City to provide this space. Therefore, the application of the consumer price index to the rental would attempt to make future rental payments equal to $800 WALLIN, KRESS, REISMAN, PRICE & DILKES LAW OFFICES Honorable Mayor and City Council October 30, 1989 Page 2 per month in 1989 dollars. There is a limit of 50 on annual increases or decreases. Given the fact that there are no out - of- pocket expenses to the City, such a limitation is reasonable to me. Again, the acceptability of this term is a policy decision for the Council. 2. Cooperation in Government Approval Process. Councilman Taylor also expressed concerns over the requirement that the City cooperate in obtaining government approvals for the project. This Lease is also designed to be used when the Lessor is a private entity. In these circumstances, it is my understanding that all necessary governmental approvals for the siting of this cellular antenna have been obtained. I do not view this continuing requirement as a matter of concern. 3. Termination. Councilman Taylor questioned whether the Lessor and Lessee had equal rights to terminate the lease. The answer is clearly no. If the City enters into the lease, L. A. Cellular, so long as it pays its rent and does not violate any of the lease provisions, can remain in place for up to 20 years. L. A. Cellular has the right ( §4) to terminate the lease during the permit phase. Prior to the commencement of operations at the site, the Lessee may terminate the lease on thirty days' notice. L. A. Cellular does not seem inclined to do this; rather, they are trying to become operational as soon as possible. Once the lease is approved, the City would not have the right to terminate the lease, except for cause (breach of lease terms that is net cured) including the non - payment of rent. L. A. Cellular is given the right to terminate the lease ( §31) during its term, by giving thirty days' notice and paying a cancellation penalty equal to three (3) months rent. If, for example, the cellular market changed dramatically, and everyone switched to PacTel instead of L. A. Cellular service, then the pole might not be necessary. The.City is not given the right to change its mind and order L.A. Cellular'to vacate the premises. The company will be making a substantial investment in site improvements. It is reasonable for them to have the assurance that if they construct those facilities, they will be allowed to remain in place per the lease terms. 4. Reimbursement for "Down- Time". Section 9, Quiet Enjoyment, provides that if the City takes any action which interferes with the communication equipment, that it shall be liable for relocation of the equipment and associated down -time. WALLIN. KRESS, •ISMAN, PRICE & DILKES • LAW OFFICES Honorable Mayor and City Council October 30, 1989 Page 3 Inasmuch as the surrounding property.is permanently dedicated to park use, this provision is not of particular concern. The section also provides that the City shall not construct, allow or permit any other structures, within 500 feet of the facilities, that would compete with the facilities or interfere with their operation. Again, given the surrounding park, this would not appear to be a problem. 5. Easements. L.A. Cellular has agreed to modify the lease provision that would give them unilateral power to relocate necessary easements. Instead, they have agreed that §3, page 2, the second complete sentence, may be modified to read: "Tenant, subject to Landlord's right of reasonable approval, shall have the right, at tenant's sole cost and expense to relocate the Easements provided herein so long as such relocation will not adversely effect the Landlord's or the public's use of the Property." As a practical matter, the easements involved will run parallel with the utility easements. In the event those easements must be relocated, it would occur only after consultation with and approval by the City. 6. Construction and Alterations. L. A. Cellular has also agreed to modify that portion of §7 that would allow them to unilaterally modify, reconstruct or enlarge its facilities. The second sentence of §7 may be modified to read: "Subject to the approval of an amendment to Conditional Use Permit 89 -469, and subject to the obtaining of all other necessary governmental approvals, including but not limited to City of Rosemead Building Permit, and subject to Landlord's reasonable right of approval, Tenant shall have the right to modify, reconstruct and enlarge its Communications Facility within the Premises from time to time." It is logical, that if the City encourages the Company to move onto the site, and then takes action to interfere with the possession of the site, the costs of down -time and relocation should be borne by the landlord. WALLIN, KRESS, •SMAN, PRICE & DILKES • LAW OFFICES Honorable Mayor and City Council October 30, 1989 Page 4 CONCLUSION Most of the provisions contained in this lease would be expected to be found in a commercial ground lease that involves a substantial expenditure for tenant improvements and fixtures. By entering into the lease, the City is giving up some flexibility in utilizing its property, for up to twenty years. You will have to decide whether the revenue stream is a sufficient incentive to relinquish some level of control over a portion of the maintenance yard and park. I will be happy to address any further questions you may have on this item. cc: City Manager Assistant City Manager Planning Director Director of Parks and Recreation City Clerk MAYOR: DENNIS WDONALD MAYOR PRO TEM: JAY T. IMPERIAL COUNCILMEN: ROBERT W. BRUESCH ROBERT DeCOCKER GARY A TAYLOR 1i 0 Poses cad 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (818) 288 -6671 TELECOPIER 8183079218 FAX TRANSMITTAL Destination Fax Number: /Z13 %/o2 To: L / � YA'e l� At: /J(. L�GCwL Gcni From: Date //-// Opand Time LJryc�tiiv of Transmission. Number.of pages, including this one: d FOR YOUR INFORMATION APPROVAL COMMENTS PER YOUR REQUEST Other: Messaag Please make copies of this transmission and deliver to: E.40.41:3 MAYOR: DENNIS WDONALD MAYOR PRO TEM: JAY T. IMPERIAL COUNCILMEN: ROBERT W. BRUESCH ROBERTOeCOCKER GARY A. TAYLOR 9 Rose mead 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (818) 288 -6671 TELECOPIER 8183079218 FAX TRANSMITTAL � Destination Fax Number: /o_' ��i7/3 � 717/ To: At': t r LeGi t� From: C� '/l`''it_ Date and Time /,- I;vt`of Transmission. Number of pages, including this one: �/ J/ FOR YOUR INFORMATION APPROVAL COMMENTS ✓ PER YOUR REQUEST Other: Please make copies of this transmission and deliver to: Message: E.40.41:3 ral 0 • CC -F AUTHORIZATION TO REJECT CLAIM FILED AGAINST THE CITY BY SIU AMY LEE CC -H AUTHORIZATION TO PURCHASE CASSETTE RECORDING SYSTEM FOR COUNCIL CHAMBERS CC -I PARKING RESTRICTIONS ON OLNEY STREET CC -J PARKING RESTRICTIONS ON ROSE GLEN AVENUE CC -M SALARY ADJUSTMENT MOTION BY COUNCILMAN TAYLOR, SECOND BY MAYOR PRO TEM IMPERIAL that the foregoing items on the Consent Calendar be approved. Vote resulted: Yes: DeCocker, Taylor, McDonald, Bruesch, Imperial No: None Absent: None Abstain: None The Mayor declared said motion duly carried and so ordered. Councilman Taylor requested a copy of the police report in regard to CC -C, the claim filed by Mona McKiernan. CC -D CITY WIDE TRAFFIC STUDY Councilman Taylor stated his intention to vote "no" on this item, citing an objection to the use of curb lanes as driving lanes. Councilman Bruesch requested a study session to discuss the traffic study. Mayor McDonald noted that the study merely makes recommendations and that the Council is not obligated to implement them. MOTION BY MAYOR PRO TEM IMPERIAL, SECOND BY COUNCILMAN BRUESCH that the Council accept and approve the Rosemead City -Wide Traffic Study and its Technical Appendix. Vote resulted: Yes: DeCocker, McDonald, Bruesch, Imperial No: Taylor Absent: None Abstain: None The Mayor declared said motion duly carried and so ordered. Councilman Bruesch requested that staff be directed to develop a three -year calendar of potential study sessions in order to implement some of the traffic mitigating measures. CC -G LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE i� COMPANY AND THE CITY OF ROSEMEAD Juan Nunez, 2702 Del Mar Avenue, was concerned that the amount of monies that would be received would not offset the inconvenience that would be created by this installation. Councilman DeCocker was opposed to this lease because it appears to be of more benefit to L.A. Cellular instead of to the City of Rosemead and was concerned with a twenty -year duration. Mayor Pro Tem Imperial expressed the opinion that a twenty -year lease was too long. Councilman Taylor was concerned with the 500' radius requirement that would not allow the City to disturb the tower. MOTION BY COUNCILMAN TAYLOR, SECOND BY MAYOR PRO TEM IMPERIAL that the City reject the request from L.A. Cellular Telephone and deny the installation of a tower. Vote resulted: C C 11 -14 -89 Page #4 • Yes: DeCocker, No: Bruesch Absent: None Abstain: None E Taylor, McDonald, Imperial The Mayor declared said motion duly carried and so ordered. Councilman Bruesch stated his "NO" vote reflects the opinion that towers such as this do not belong in the commercial or residential zones and that it would be least obtrusive in an open area. CC -K AWARD OF BID FOR STREET SWEEPING SERVICES VERBATIM DIALOGUE FOLLOWS: McDONALD: I wanted to make a comment on this. I think we may have a minor problem and I want Council to consider the situation here and I've talked to the City Attorney about. The bids went out with the stipulation that there was a five year experience and also a five city experience clause in it. What has happened is that when the bids came in, the number one bid is an individual company that only works for one City. There is a request to waive that condition of a five -city performance record so that we can allow the number one bidder to take the bid. Now, I think it seems a bit hinky if you set the conditions and then let everybody who meets those conditions apply and then somebody who doesn't meet those conditions applies and then we waive that condition and that one individual or two individuals or three individuals who don't meet those conditions, they have been waived and now they're a viable choice. I think, in talking to the City Attorney, that there is a possibility, maybe it's a remote possibility, that some company could come in here and say "Well, you precluded us from bidding on this because we thought you were going to hold to the conditions that you established and one of those conditions was a five -city thing." I'm throwing it out to the Council that I think it would be in our best interests that we go out to rebid again, so everybody has the same advantage except that those three that have bid knows what each other's bid is so they're going to be a little tighter than the rest of them but at least it will open it up to everybody with the same conditions. TAYLOR: Mr. Mayor. The second contractor is our current contractor, now? And he meets the criteria? FRANK G. TRIPEPI, CITY MANAGER: Yes, sir. He has more than five cities and he does meet the experience. IMPERIAL: But gives lousy service. TAYLOR: Mr. Mayor. That's something that I would like substantiated because I haven't seen the complaints. Now, if staff is not giving those to us then there's something wrong there. There have a couple of questions raised in the past. Mr. Nunez has brought up items and I have to say it's been four or five months since any information has come to my attention. Correct me if I'm wrong but where has this bad service record been given to the Council? TRIPEPI: Mr. Taylor. I think that what's being referred is not so much continuous bad service for the length of the contract. Staff is not playing hide a ball with any complaints. I think what we have, as the Council knows and we've advised the Council by memos up front, in the beginning we had major problems getting the contractor on -line, we had major problems getting a piece of equipment down here. I believe the day the piece of equipment arrived it broke down. We've had him behind schedule for some times a day at a time, actually off schedule. We've kept the Council informed of those. We didn't give stacks or lists of complaints by address because obviously when a PCO (Parking Control Officer) calls in and says that the sweeper is down and not sweeping, they're letting us know that they're not writing parking cites and they can be reassigned to other areas. However, that is a major problem. That means on that particular day, however long it CC 11 -14 -89 Page 45 0 ' by r TO: HONORABLE MAYOR AND MEMBERS ROSEMEAD CITY COUNCIL FROM: FRANK G. TRIPEPI, CITY MANAGER DATE: OCTOBER 4, 1989 RE: LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE COMPANY AND THE CITY OF ROSEMEAD Los Angeles Cellular Telephone Company has submitted for the City Council's consideration a lease agreement to locate a 75 -foot high cellular pole at the City's public works yard located at 9105 Mission Drive. The terms of the agreement are initially for five years with options to renew the agreement in five -year increments. L.A. Cellular proposes to improve the site with the construction of a 75 -foot mono pole and a 360 square -foot building to house the electrical equipment. In addition, L.A. Cellular will provide additional eight- foot_(81) fencing, paving, and roll gates necessary to secure the project. The cellular pole, as designed, will not interfere with the daily operation of the yard. As the City Council may be aware, the Rosemead Planning Commission approved Conditional Use Permit Case No. 89 -469 and Zone Variance Case No. 89 -195 to construct the mono pole and facility shelter at Rosemead's public works yard at their October 2, 1989 meeting. Because the mono pole will be at least 550 feet from existing residential homes and that Rosemead Park, Rosemead High, and Encinita Junior High Schools would act as a buffer area, it is anticipated that the project will have little affect on the surrounding area. Staff recommends approval of the lease agreement between the City of Rosemead and Los Angeles Cellular Telephone Company and authorization for the Mayor to execute the agreement. FGT:jw:101089CC:1 COUNCIL AGENDA OCT 1 0 1969 ITEM No. C -� L.A. CELLULAR Los Angeles Cellular'Telephone Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ( "Memorandum of Lease ") is made this 15th day of September 1989 between City of Rosemead as Landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as Tenant ( "Tenant "), who agree as follows: Landlord has leased to Tenant and Tenant has leased from Landlord those certain portions of that certain Property, more particularly described in the Lease ( "Premises "), in the City of Rosemead County of Los Angeles State of California, commonly known as 9101 E. Mission more particularly described in Exhibit "A' attached hereto ( "Property "), for a term commencing on September 15 1g 89 and ending five (5 ) years thereafter ( "Initial Term "), with an option of Tenant to extend the Initial Term for Free (3) consecutive periods of five (5 ) years each ( "Additional Terms "), on the terms and conditions set forth in said Lease, all the terms and conditions of which Lease, including, without limitation, the Easements as more particularly described therein, are made a part hereof as though fully set forth herein. During the Initial Term and any Additional Terms of the Lease, Landlord shall not subordinate the Lease to any deed of trust or other Senior Interest without obtaining a Non - Disturbance and Attornment Agreement from the proposed lender or other Senior Interest holder, nor shall it permit the construction of any improvements on any property controlled by Landlord which might interfere or compete with Tenants use of the Premises, including the optimum functioning of its Communications Facility located thereon, all as more fully set forth in the Lease. Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or all of the Communications Facility and/or any of Tenants furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith ( "Equipment Financing ") and /orto assign or pledge Tenants interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenants interest in the Premises any instruments or documents as may be required with respect to such Equipment Financing or Leasehold Assignment. Landlord understands and agrees that Landlord shall not acquire any right to or interest in the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith notwithstanding the law of fixtures and /or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord understands and agrees that Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and /or any of Tenants furniture, fixtures, equipment and/ or other property utilized or to be utilized in connection therewith. This Memorandum of Lease is prepared for the purpose of recordation, and in no way modifies the provisions of the Lease. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease on the date first above written. LANDLORD: City of Rosemead TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership B5. Dennis McDonald, Mayor By. Howard Frantom Its: President and General Manager By: Its: [Acknowledgments to be affixed to this signature page.] [Legal Description of Property to be attached as Exhibit "A" to this document] C Los Angeles Cellular Telephone Company 1988 L. A. CELLULAR Los Angeles CellularTelephone Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering NON - DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT ( "Agreement ") is made this 15th day of September 1J!9-- by and between ,a corporation (hereinafter called "Lender "), its successors and assigns (including, but not limited to, the holder of the Note and Deed of Trust hereinafter described), and Los Angeles Cellular Telephone Company, a California general partnership (hereinafter called "Tenant "), which is the tenant under a Lease between Tenant and city of Rosemead ( "Landlord "), dated September 15, 1989 ( "Lease "), pertaining to those certain portions of that certain Property, more particularly described in the Lease ( "Premises "), in the City of Rosemead , County of Los Angeles State of California, commonly known as 9101 E. Mission and more fully described in Exhibit "A" attached hereto (hereinafter called the "Property "). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and Lender hereby warrant and represent and agree with each other as of the date hereof, as follows: 1. Lender hereby consents to and approves the Lease and all the terms and conditions thereof, including, without limitation, the construction and operation of Tenants "Communications Facility," as provided therein. 2. The Lease and any and all extensions, modifications and renewals thereof and all of Tenant's rights and interest therein and thereunder are hereby subjected and subordinated to, and are declared to be subject and subordinate to that certain Deed of Trust from Landlord or Landlords predecessor in interest to Lender, and all extensions, modifications and renewals thereof or of the indebtedness secured thereby, given as security for certain loan obligations from Landlord or Landlord's predecessor in interest to Lender and recorded in the Recorders Office of the County of on 19 —, as instrument no. and pertaining to the Property (such Deed of Trust and all extensions, modifications and renewals thereof are referred to herein as the "Deed of Trust "), to the same extent as if the Deed of Trust documents had been executed, delivered and recorded prior to the execution of the Lease. 3. Tenants subordination is upon and subject to the express conditions that: a. So long as Tenant continues to pay the rent as provided for in the Lease and otherwise has not been determined by a court of competent jurisdiction to be in default under any of the material terms and provisions thereof, Lender shall not disturb the rights to possession and enjoyment of Tenant in and to the Premises, including the Easements, as set forth in the Lease, nor shall the leasehold estate granted by the Lease be affected in any manner whatsoever, nor the obligations of the parties thereunder be modified or amended in any way, notwithstanding any foreclosure or proceedings in lieu thereof affecting the Premises and whether or not Tenant is made a party thereto; and b. Upon passing of title to the Premises to the Lender or to any other party in any foreclosure or proceedings in lieu thereof, the party acquiring such title shall thereupon during the period of such party's ownership, by virtue of such acquisition of title and continued ownership and without the execution of any further instruments or documents, be deemed to be the landlord for all purposes of the Lease during the period of such ownership and be deemed to have assumed the full and complete performance of all the obligations of Landlord as set forth in the Lease which accrue during the period of such owner -ship; and c. If Lender shall take possession, without acquiring title thereto, but in such a manner as to be entitled to receive rents therefor, Lender shall, in addition, be deemed to have assumed all the obligations of Landlord set forth in the Lease accruing during such period of possession. 4. Lender, by its execution and acceptance of this Agreement, agrees that in the event Lender takes possession of the Property as note - holder -in- possession, by foreclosure of the Deed of Trust or by acquisition of title in lieu of foreclosure, not to affect or disturb Tenant's right to possession of the Premises in the exercise of Lender's rights so long as the Lease has not expired by its terms, and Tenant has not been determined by a court of competent jurisdiction to be in default under any of the material terms, covenants or conditions of the Lease. In the event that Lender or any other party succeeds to the interest of Landlord under the Lease by foreclosure or by acquisition of title to the Property in lieu of foreclosure, or any other action taken under the Deed of Trust by Lender, or in the event that Lender exercises the rights granted to it by any assignment, Tenant hereby agrees to be bound to Lender or such other party under all of the terms, covenants and conditions of the Lease; and, Tenant agrees that it shall attorn to, and be liable to and recognize Lender or such other party as Tenants new landlord for the balance of the term of the Lease upon and subject to all the terms and conditions thereof, and Landlord and Tenant both agree that the Lease and the rights of Tenant thereunder, including such rights to the Easements, shall continue in full force and effect as a direct lease between Tenant and Lender or such other party upon all the terms, covenants and agreements set out in the Lease, and the rights of Tenant thereunder shall not be terminated or disturbed except in accordance with the terms and provisions of the Lease, and Tenant shall thereafter make the rental payments set out in the Lease as instructed by written notice by Lender or such other party, forwarded to Tenant by certified mail, return receipt requested or registered mail, postage prepaid. Such non - disturbance Los Angeles Cellular Telephone Company 1988 and attornment shall be effecoand self operative without the execution Ony further instrument by Lender and Tenant immediately upon the succession by Lender or such other party to the interest of Landlord under the Lease; and the respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then remaining balance of the term of the Lease and any extension or renewal permitted thereby, shall be and are the same as are now set forth in the Lease or as it may have been modified with Lenderls consent, if required. 5. Lender understands, acknowledges and agrees that notwithstanding anything to the contrary contained in the Deed of Trust and/or any related financing documents, including, without limitation, any UCC -1 financing statement. Lender shall acquire no interest in any furniture, fixtures, equipment and /or other property installed by Tenant on the Property. Lender hereby expressly waives any interest which Lender may have or acquire with respect to such furniture, fixtures, equipment and/or other property of Tenant now, or hereafter, located on or affixed to the Premises or any portion thereof and Lender hereby agrees that same do not constitute realty regardless of the manner in which same are attached or affixed to the Property. This Agreement shall be binding on and inure to the benefit of Tenant, Lender and their respective successors and assigns. Landlord joins in this Agreement for the purpose of consenting to the provisions hereof and agrees to be bound hereby. IN WITNESS WHEREOF, Tenant, Landlord and Lender have caused this Agreement to be executed the date first above written. LANDLORD: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, City of Rosemead a California general partnership By: By Its: Dennis McDonald, Mayor By: Its: Howard Frantom Its: President and General Manager LENDER: By: Its: By: Its: [Acknowledgments to be affixed to this signature page] [Legal Description of Property to be attached as Exhibit "A" to this document.] '-' Los Angeles Cellular Telephone Company 1988 —2— 0 GROUND LEAS [Building and Antennae to be Constructed] LA MON� CELLULAR Loa Ar la CdlularTakphom Co pn THIS GROUND LEASE ( "Lease ") is dated for reference purposes only this 15th day of September , 1989 — by and between City of Rosemead ( "Landlord "), and Los Angeles Cellular Telephone Company, a California general partnership ( "Tenant "). WHEREAS, Landlord is the owner of certain real property, in the City of Rosemead State of California, commonly known as 9101 R. Mission County of Los Angeles ai id more pariicuiady described in Exhibit " A' attached hereto and made a part hereof (the "Property" J. WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the Property shown as cross- hatched on the plot plan of the Property attached as Exhibit "B" hereto and made a part hereof showing in addition a description of Tenants "Easements;' as defined below, (collectively, the "Premises "). WHEREAS, Tenant requires certain easements in order to make the Premises suitable for Tenant§ use and Landlord desires to grant to Tenant, as part of the Premises, the Easements described in Paragraph 3, hereinbelow. NOW, THEREFORE, Landlord hereby leases the Premises and grants the Easements to Tenant on the terms and conditions hereinafter set forth. 1. Term and Commencement. This Lease shall be for an Initial Term commencing on September 15 19 89 ( "Term Commencement Date "), and ending five ( 5 ) years thereafter ( "Initial Term "). Notwithstanding the foregoing, it is understood and agreed between the parties that Tenant's use of the Premises is contingent upon Tenant obtaining all necessary governmental approvals and permits to allow it to construct and operate the "Communications Facility;' as such term is defined in Paragraph 7 hereinbelow, on the Premises. The period of time from the Term Commencement Date to the date on which Tenant has obtained all necessary governmental approvals and permits and has provided Landlord written notice of the commencement of construction of its Communications Facility, as provided below, shall be called the "Permit Phase" The period of time from the date of the written notice by Tenant to Landlord of the commencement of construction of the Communications Facility to the expiration of the Initial Term of this Lease, as same may be extended, as provided below, shall be called the "Operational Phase" 2. Additional Terms and Renewals. Landlord hereby grants to Tenant three (3 ) separate options to extend the Initial Term for three (3–) separate consecutive additional periods ( "Additional Terms "), of five (5) years each on the same terms and conditions set forth in this Lease for the Initial Term. Each option shall be automatically exercised by Tenant unless Tenant shall give Landlord notice at least three (3) months before the expiration of the Initial Term or Additional Term then in effect of Tenant's desire to terminate this Lease, otherwise, upon such automatic extension, such Additional Term shall become part of the Initial Term. The Initial Term and any Additional Terms shall be referred to herein individually and collectively as the "Term" of this Lease. 3. Easements. Landlord hereby grants to Tenant as easements appurtenant to the Premises the following easements: (i) a non- exclusive, perpetual easement for vehicular and pedestrian ingress and egress to and from the Premises twenty -four (24) hours a day, seven (7) days a week as shown and marked "Access Easement" on Exhibit "B" attached hereto, (ii) a non - exclusive, perpetual easement for the installation and /or use of sub - surface utility lines, including, without limitation, electrical, water, gas, telephone, power, drains and /or sewer pipes located or to be located under, across and through those portions of the Property as shown and marked "Sub- Surface Utility Easement" on Exhibit "B" attached hereto, (iii) a non - exclusive, perpetual easement for the installation and /or use of overhead utility lines, including, without limitation, electrical, telephone, power and /or other utility lines, and /or support apparatus located or to be located above, across and through those portions of the Property as shown and marked "Overhead Lines Utility Easement" on Exhibit "B" attached hereto, and (iv) zero ( 0 ) assigned parking space(s) as shown and marked "Assigned Parking Space(s)" on Exhibit "B" attached hereto and one (1 ) unassigned parking space(s) as shown and marked "Non- Assigned Parking Space(s)" on Exhibit "B" attached hereto (individually and collectively, the "Easements "). The Easements shall include placement and traffic of such trucks, vehicles and heavy or other construction or repair machinery on the Property from time to time as may be necessary or appropriate for the construction, installation, operation, maintenance, replacement and /or removal of the Communications Facility. Tenant shall promptly repair upon written notice by Landlord to Tenant all damage to the Property, if any, directly caused by Tenants construction or use of the Easements to a condition that existed immediately prior to such damage; provided, however, that Tenant shall not be liable to Landlord or any such other person or entity entitled to use the Property on which the Easements are located for any consequential damages, including economic loss, attributable to such use, damage or repairs. To the extent that the Easements and improvements thereon are constructed or used by Tenant exclusively, and except for such maintenance necessitated by the use or negligent misuse of the Easements by Landlord and /or Landlord's assigns, independent contractors, agents and /or invitees, Tenant shall maintain during the Term of this Lease the Easements and all improvements thereon in good condition and repair, free and clear of any obstructions and other hazards to persons entitled to use the Easements. In connection with the foregoing and for the purposes of either (i) obtainin'g the necessary governmental permits and approvals for the construction, operation and /or maintenance of the Communications Facility or (ii) serving the Premises with any necessary or appropriate utilities in connection with the installation, construction, operation and /or maintenance of the Communications Facility, Landlord shall upon Tenant's request enter into agreements or shall hereby authorize Tenant to enter into agreements with and grant easements (in the locations of the Easements shown on Exhibit "B ") to, any public authority and /or public utility which are necessary or appropriate for Tenant's use of the Premises for installation, construction, operation, and /or maintenance of its Communications Facility as provided herein. In addition, notwithstanding anything to the contrary contained in this Lease, Tenant shall have the absolute right to assign its rights to the Easements, in whole or in part, without the consent of Landlord to any third GROUND LEASE Los Angeles Cellular Telephone Company 1988 Initials: Landlord Tenant !4 party, including, without limits to Tenant's contractor(s), as necessary or Aeopriate for Tenant's use and enjoyment of the Premises. Except as otherwise�ignated on Exhibit "B," the term of any easement or other interest granted hereunder shall be perpetual. Tenant has the right at its sole cost and expense to relocate the Easements provided herein so long as such relocation will not materially, adversely affect Landlord's use of the Property. Landlord shall promptly execute, acknowledge and deliver to Tenant within five (5) business days after request therefor by Tenant all documents, agreements or instruments which are reasonably necessary or appropriate to effectuate the purposes described in this Paragraph 3. The Easements shall be part of the Premises so long as this Lease is in full force and effect and Premises, as that term is used in this Lease, shall include by definition the Easements. 4. Permit Phase Termination. Landlord understands and agrees that Tenants ability to use the Premises is contingent on the Premises and the Easements being suitable for Tenant's intended use from both an economic and technical engineering basis, and on Tenants ability to obtain and maintain all required governmental permits and approvals. In the event that during the Permit Phase Tenant, in its sole discretion, determines that the Premises and /or the Easements are or have become unsuitable and /or any required governmental permits or approvals cannot be obtained or maintained and/or the cost or effort required to obtain and /or maintain such governmental permits and approvals is or has become, in Tenant's judgment, economically impractical, then Tenant shall have the right to terminate this Lease upon thirty (30) days prior written notice to Landlord. 5. Rent. Concurrently with the execution of this Lease, Tenant shall pay to Landlord the sum of Eight Hundred Dollars ($ 800.00 ) as payment in advance for Rent during the Permit Phase of this Lease; provided, however, in the event said period of time should extend beyond four ( -4_) months from the Term Commencement Date, Tenant shall pay to Landlord the sum of Two Hundred Dollars ($-200_00—) per month in advance on the first day of the month, for each month thereafter until the "Operational Phase Commencement Date;' as defined below, or earlier termination hereof during the Permit Phase, as provided in Paragraph 4 above. In the event of such termination by Tenant, all sums theretofor paid by Tenant to Landlord as Rent during the Permit Phase shall remain the property of Landlord. Tenant shall give Landlord written notice upon commencement of construction of the Communications Facility on the Premises, and the date of said notification shall become the commencement date of the Operational Phase of this Lease ( "Operational Phase Commencement Date "). A copy of such written notification shall be attached hereto for future reference regarding the anniversary date of the commencement of payment of Operational Phase Rent. Beginning with the Operational Phase Commencement Date, Tenant shall pay to Landlord monthly Rent in the sum of Eight Hundred Dollars IS 800.00 ) per month in advance on the first day of each and every month during the Term as such amount may be increased or decreased as hereinafter provided. Beginning at the expiration of the first twelve -month period following the Operational Phase Commencement Date and continuing for each twelve -month period thereafter, including during any Additional Term, the Rent shall be increased or decreased, if applicable, by the percentage increase or decrease of the Consumer Price Index for All Urban Consumers applicable to the Los Angeles- Anaheim- Riverside area published by the U.S. Department of Labor, Bureau of Labor Statistics subgroup "All Items (1967= 100)" ( "Index ") then in effect, over the Index that was in effect at the commencement of the immediately preceding twelve -month period; provided, however, that in no event shall the increase or decrease in Rent payable, as adjusted, be greater than five percent (5 %) of the Rent payable for the twelve -month period immediately preceding said adjustment and in no event shall said Rent decrease below the original Rent effective on the Operational Phase Commence- ment Date. 6. Use. Tenant shall have the right to use the Premises for the purpose of constructing, maintaining and operating its Communications Facility as such may be expanded or modified as provided herein and for any other lawful purpose approved by Landlord. 7. Construction and Alterations. Tenant shall have the right to construct and install on the Premises its communications facility with such specifications as Tenant shall determine, initially to consist of one building with communications equipment and one monopole with antennae array and all necessary appurtenances, support equipment and such other equipment, cables and /or conduits as may be appropriate for Tenant's business use of the Property ( "Communications Facility "). Subject to the obtaining of all necessary governmental approvals, Tenant shall have the right to modify, reconstruct and enlarge its Communications Facility within the Premises from time to time as Tenant in its sole discretion may deem necessary and /or appropriate for its then current business use. Tenant shall not interfere in any way with radio or other equipment which Landlord or any other user may have on or in the Property at the time Tenants equipment is installed. The Communications Facility installed by Tenant, including, without limitation, the building, monopole, antennae array, communications equipment and the support equipment located on the Premises, including the support equipment located on the Easements, shall at all times be the sole property of Tenant. 8. Cooperation; Indemnity. Landlord shall fully cooperate with Tenant by executing and joining in applications for governmen- tal permits or approvals covering Tenant's use, construction and /or occupation of the Premises, including the Easements, provided that Tenant shall reimburse Landlord for any and all reasonable expenses attributable to said cooperation which are approved in advance by Tenant in writing. Tenant shall keep the Property and the Premises free from mechanics' liens arising out of Tenants construction. Tenant shall indemnify and hold Landlord harmless from any claim, demand or cause of action which may arise from Tenants negligent act or omission orwillful misconduct in the construction, installation, operation or maintenance of its Communications Facility, except for any occurrence attributable, in whole or in part, to Landlord and /or its assigns, tenants, agents, employees, customers, invitees or contractors. 9. Quiet Enjoyment and Landlord's Non- interference. Laridiord agrees for itself and its successors and assigns not to constructor permit, approve, cause or otherwise allow to be constructed on the Property or on any other property located within a radius of five hundred (500) feet of the Premises that may be owned, leased, licensed or otherwise controlled by Landlord, or by any individual, partnership, firm or corporation that controls Landlord or is controlled by Landlord, any improvements, building structures or other facilities that would compete with or interfere with Tenants use of the Premises under this Lease. In addition and without reference to or limitation by the radius set forth in the immediately preceeding sentence, Landlord shall not cause or permit any interference with the construction, installation, maintenance and /or operation of Tenants Communications Facility. In the event any such interference shall occur, Landlord shall, at its own cost, immediately take or cause to be taken all such actions as are necessary to correct and eliminate such interference, including legal action as may be required by Tenant and /or reimbursement of Tenant, for any cost incurred by Tenant to correct same including reasonable attorney's fees and costs. In Initials: Landlord GROUND LEASE 1988 -2- Tenant C addition, without limitation, Tee shall have the right to terminate this Leasohe event of any material interference with the Communications Facility which remains uncured fora period of ten (10) days after notice thereof to Landlord. Specifically, without limitation, Landlord shall not cause or permit (i) any delay in the delivery of possession of the Premises to Tenant beyond the Term Commencement Date, (ii) any interference with the proper and optimum placement and operation of all equipment and apparatus by Tenant to construct and operate the Communications Facility on the Premises as such may be modified, improved or enlarged from time to time pursuant to this Lease and /or (iii) the construction or installation, without Tenants prior written consent in its sole and absolute discretion, of any improvement, building, structure, facility or other barriers or physical conditions on the Property which would interfere with and/or impede Tenants use of the Premises under this Lease. Tenant may condition its consent to the foregoing on Landlords agreement to relocate, at Landlord's sole cost and expense, the Communications Facility (or such portion thereof as is necessary to eliminate such interference or impediment) to such improvement, building, structure or facility at a location reasonably satisfactory to Tenant, and in such event, Landlord shall bear all costs and expenses associated with the relocation work, including, without limitation, any loss of revenue to Tenants business caused by "down- time" of Tenants cellular communications system, including the Communications Facility under this Lease, and /or Tenants communications equipment and/or facilities located outside the Premises, either in whole or in part. 10. Utilities and Taxes. Tenant shall pay all utilities to the extent required for Tenants use of the Premises. Landlord and Tenant shall reasonabiy cooperate to provide for a separate metering of said utilities. Landlord shall pay for all real property taxes and assessments against the Premises; provided, however, that Tenant shall, if requested by Landlord, pay to Landlord any increase in said taxes or assessments based solely on the assessed value of any improvements constructed by Tenant on the Premises for operation of its Communications Facility, and provided, further, that Tenant shall have the right to protest and contest any such taxes or assessments with the appropriate governmental authority. Tenant shall pay all personal property taxes on its equipment located on the Premises. 11. Removal of Property. Tenant shall remove, within a reasonable period of time (not to exceed sixty (60) days) following the expiration of the Term hereof, such personal property, equipment, trade fixture(s) and improvement(s) as are specifically designated as required to be removed by Tenant, if any, on Exhibit "B" attached hereto. If any such personal property, equipment, trade fixtures, and improvements are not specifically designated as required to be removed by Tenant on Exhibit "B," then Tenant shall have the right, but not the obligation, to remove such items within a reasonable period of time (not to exceed sixty (60) days) following the expiration or earlier termination of the Term hereof. Any personal property, equipment, trade fixtures and improvements which are not removed by Tenant within sixty (60) days after the expiration or earlier termination of this Lease shall, upon the expiration of said sixty (60) day period, become the property of Landlord (subject, however, to any interest therein or rights thereto of any third parties in accordance with Paragraph 29 of this Lease) and Tenant shall thereafter have no rights, obligations or liabilities whatsoever with respect thereto. 12. Title Matters. (a) Title. Landlord represents and warrants that it has full authority to enter into this Lease and to grant the Easements and that Landlord has fee title to the Property and the Premises, subject to only those exceptions as shown on Exhibit "C" attached hereto and made a part hereof ( "Permitted Title Exceptions "), and that Landlord has provided to Tenant copies of all agreements and documents affecting Tenants use of the Premises and /or leasehold estate acquired hereunder. (b) Memorandum of Lease. Concurrently with the execution of this Lease, Landlord and Tenant shall execute and have acknowledged the memorandum of lease in the form attached hereto as Exhibit "D" and made a part hereof ( "Memorandum of Lease "), which Memorandum of Lease may be recorded by Tenant concurrently with or after the execution of this Lease. Tenant shall bear the cost of all recording charges associated with recording of all documents required to be recorded under this Lease. 13. Assignment. Tenant may assign this Lease or sublet the Premises or any part thereof (including the Easements) without the consent of Landlord, provided each such sublease or assignment is expressly made subject to the provisions of this Lease. However, notwithstanding any such subletting orassignment, Tenant shall remain primarily liable forthe performance of all terms and conditions of this Lease unless expressly released by Landlord in writing. 14. Insurance. Throughout the Term, Tenant shall maintain insurance against public liability for injury to persons (including death) or damage to property occurring within, upon or about the Premises or Property. Such insurance policy shall be a combined single limit policy in an amount not less than $500,000 per occurrence and Landlord shall be named as an additional insured under the policy. Said insurance may be in the form of general coverage or floating policies covering these and other premises. 15. Damage or Destruction /Eminent Domain. If the whole or any part of the Communications Facility or the Premises, including the Easements, are damaged or destroyed by fire, the elements, subsidence of sublateral or subjacent support or any other casualty (all of which are herein called "damage "), or taken, in whole or in part, by eminent domain or condemnation or sold under the threat of the exercise of said power (all of which are herein called "condemnation ") which damage or condemnation makes the Premises unsuitable or uneconomic for Tenant's use, Tenant may terminate this Lease and all of the obligations of either party hereunder upon written notice to Landlord provided that such notice is given by Tenant to Landlord within thirty (30) days of the latter to occur of (i) the date of such damage or condemnation or (ii) Tenants determination that continued use of the Premises is unsuitable or uneconomic. If, in the event of a condemnation, Tenant does not so elect to terminate, this Lease shall continue in effect and the Rent payable by Tenant shall be reduced by an amount which reflects the value to Tenant of the portion of the Premises conveyed or taken in connection with such condemnation compared to the total value of the Premises immediately before the condemnation. Further, regardless of whether this Lease is terminated as provided in this paragraph, Tenant shall in the event of a condemnation be entitled to receive just compensation from the condemning authority or transferee for loss of all or any portion of the Premises, this Lease and /or the Communications Facility, or any use thereof, including, without limitation, the value of any personal property and /ortrade fixtures taken, the cost of relocating the Communications Facility or any portion thereof and /or any loss of business. 16. Tenant's Default. If Tenant shall fail to make any payment of Rent herein provided when due, Landlord shall forward written notice of such failure to Tenant, as provided in Paragraph 30 hereinbelow, and the failure of Tenant to cure within fifteen (15) days of ter Tenant's receipt of said notice shai I be an "Event of Default" under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. If Tenant shall fail to perform any of the terms or provisions of this Lease other than the payment of Rent, and if Landlord shall give Tenant written notice, as provided herein, of such failure and if Tenant shall not cure such failure Initials: © Los Angeles Cellular Telephone Company 1988 GROUND LEASE —3— Landlord Tenant / to perform within thirty (30) daoerTenants receipt of said notice, or, if the A to perform is of such a character as to require more than thirty (30) days to cure and Tenant shall not use reasonable diligence in commencing a cure of such failure during said period, such failure shall be deemed an "Event of Default" of Tenants obligations under this Lease and Landlord may thereafter pursue any and all remedies available to it under law. Tenant shall not be in default under this Lease unless and until an "Event of Default," as defined in this paragraph, shall have occurred. 17. Landlord's Default. If Landlord shall default on any of its obligations contained in this Lease, Tenant shall have the right to deliver written notice of such default to Landlord, as provided in Paragraph 30 hereinbelow, and failure of Landlord to cure such default within thirty (30) days or any such lesser period as may be expressly provided herein shall be a default under this Lease and Tenant may thereafter pursue any and all remedies available to it under law, including, without limitation, the right, but not the obligation, to cure said default and submit a written statement of costs incurred for curing said default to Landlord. In such event, Landlord shall have thirty (30) days following receipt of such written statement to reimburse Tenant for costs incurred. The foregoing shall in no way limit Tenants right to seek equitable relief without notice to Landlord. 18. Non- Disturbance and Attornment. So long as this Lease is in full force and effect and there is no uncured Event of Default with respect to Tenant's obligations hereunder, no ground lease, mortgage, deed of trust or other interest to which this Lease and/ or Tenants rights are or may become subordinate (hereinafter collectively "Senior Interest "), and no action or proceeding under and /or termination of any such Senior Interest, shall affect in any manner whatsoever (i) Tenant§ rights under this Lease, (ii) Tenant's use, possession or enjoyment of the Premises, including the Easements or (iii) the leasehold estate granted by this Lease. Landlord shall obtain and provide Tenant with a non - disturbance and attornment agreement in the form attached hereto as Exhibit "E" and made a part hereof (the "Non- Disturbance and Attornment Agreement ") from the holder(s) of each and every such Senior Interest of which Landlord has or acquires actual knowledge and /or which is recorded prior to the recordation of the Memorandum of Lease. This Lease and Tenant's rights hereunder shall be subject to a Senior Interest so long as the holder of said Senior Interest (i) agrees to the provisions of this Paragraph 18 and (ii) has executed and delivered to Tenant the Non - Disturbance and Attornment Agreement in the form attached as Exhibit "E." 19. Estoppel Certificate. From time to time upon not less than twenty (20) days prior written notice by either party, the other party shall execute, acknowledge and deliver to the requesting party a statement in writing certifying that, this Lease (together with any Non - Disturbance and Attornment Agreement) is unmodified and in full force and effect (or if modified, describing such modification(s)) and that the requesting party is not in default, except as specified in such statement, in regard to any of its obligations under this Lease and further setting forth the Rent then payable hereunder, the dates to which Rent has been paid in advance, if any and such other statements relating to delivery and acceptance of the Premises as the requesting party's lender, purchaser, assignee or sublessee may require. Said statement shall be accurate and binding on the party executing same and may be relied upon by any such person as hereinabove described at whose insistence the estoppel was prepared and /or delivered. 20. Obligations and Rights Run with the Land. The Easements, and each and all of the obligations, rights, restrictions, liens and charges set forth in this Lease run with the land comprising Tenant's estate and Landlords estate and every portion thereof, and are binding upon and inure to the benefit of the respective successors (by operation of law or otherwise), assigns, tenants, invitees and agents of the parties hereto and other lawful occupants of Tenants estate and Landlord's estate. The grant of easements contained herein together with the rights and obligations of the parties hereto, shall remain in full force and effect and shall not be modified even upon the foreclosure of or default under any Senior Interest. 21. Landlord's Covenant to Provide Notice. In addition to any other obligation of Landlord to provide notice to Tenant provided herein, Landlord shall deliver to Tenant, as provided in Paragraph 30 hereinbelow, any and all notice(s) received by Landlord which pertain to Tenant's use and enjoyment of the Premises, including, without limitation, from any governmental authority, lender, lien claimant or any other person or entity claiming an interest in or right to the Premises. Landlord shall deliver such notice(s) to Tenant promptly upon receipt of same by Landlord. 22. Time of Essence. Time is of the essence of each and every provision of this Lease. 23. Consent of Parties. Except as otherwise expressly provided herein, whenever the consent or approval of either party is required, that party shall not unreasonably withhold or delay such consent or approval. 24. California Law. This Lease shall be construed and enforced in accordance with the laws of the State of California. 25. Successors and Assigns. Each and all of the rights and obligations of the parties under this Lease shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors and assigns. 26. Severability. The invalidity of any portion of this Lease shall not affect the remainder of this Lease. 27. Attorneys' Fees. In the event that any action shall be instituted by either of the parties hereto for the enforcement of any of its rights or remedies in and under this Lease or the Non - Disturbance and Attornment Agreement, the prevailing party shall be entitled to recover from the other party all costs incurred by said prevailing party in said action, including reasonable attorneys' fees to the extent fixed by the Court therein. 28. Additional Agreements. From and after the date of this Lease, each of the parties hereto shall promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such instruments or documents and to take all actions pursuant to the provisions hereof as may reasonably be requested by any party to carry out the intent or purpose of this Lease. 29. Tenant's Premises, Equipment Financing and Leasehold Assignment. Landlord acknowledges that Tenant's use of the Premises includes proprietary trade secrets. Accordingly, Landlord shall have no right whatsoever to enter the Premises without Tenant's prior written consent which Tenant may withhold in its sole and absolute discretion. Landlord hereby expressly understands and agrees that, at all times during the Term, Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or all of the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith ( "Equipment Financing ") and /or to assign or pledge Tenants interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenants interest in the Premises any instruments or documents as may be Initials: Landlord GROUND LEASE 1988 _4_ Tenant y required with respect to suc4buipment Financing or Leasehold Assignm* Landlord hereby waives any and all rights or interest which Landlord may have or acquire to or in the Communications Facility and/or any of Tenants furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith and hereby agrees that same will not constitute realty regardless of the law of fixtures and/or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and/or any of Tenant! 3 furniture, fixtures, equipment and/or other property utilized or to be utilized in connection therewith. Landlord hereby expressly understands and agrees to promptly execute, acknowledge and deliver to Tenant, upon request by Tenant, all such instruments and documents as are reasonably requested by Tenant, in order for Tenant to consummate the transactions contemplated by this Paragraph 29. 30. Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other parties shall be in writing and shall be deemed given and served upon delivery if delivered personally, or three (3) days after mailing if sent by certified mail, postage prepaid, as follows: If to Tenant, addressed to: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering With a Copy to: Pettit S Martin 355 S. Grand Avenue, 33rd Fl. Los Angeles, CA 90071 Attn: David Luber, Esq. j If to Landlord, addressed to: City of Rosemead Attn: City Treasurer 8838 E. Valley Boulevard _Rosemead, CA 91770 Ref: Maintenance Yard Any party may change the address or persons to which notices are to be sent to it by giving the written notice of such change of address or persons to the other parties in the manner herein provided for giving notice. 31. Operational Phase Termination. In addition to any other right or event of termination hereunder, Tenant may at any time during the Initial Term or any Additional Terms during the Operational Phase, terminate this Lease on thirty (30) days prior written notice to Landlord, provided that Tenant shall concurrently with the giving of such notice of termination pay Landlord an amount equal to three (3) months Rent, as such Rent shall be determined pursuant to Paragraph 5, hereinabove. 32. Compliance with Laws. Landlord and Tenant shall comply in all respects with all applicable building codes, regulations and ordinances affecting the Property. 33. Entire Agreement. This Lease along with all exhibits and attachments or other documents affixed hereto or referred to herein as part of the agreement between the parties (including, without limitation, the Memorandum of Lease and the Non - Disturbance and Attornment Agreement) constitutes the entire and exclusive agreement between Landlord and Tenant relative to the Premises, including the Easements, herein described and "Lease" as such term is used herein shall include by definition all such exhibits, attachments and other documents. All prior or contemporaneous oral agreements, understandings and /or discussions relative to the leasing of the Premises, including the Easements, are merged in or revoked by this Lease. This Lease and said exhibits, attachments and other documents may be altered, amended or revoked only by instrument in writing signed by both Landlord and Tenant. 34. Landlord's Authority to Execute Lease. Landlord represents and warrants that this Lease and the execution hereof does not and will not conflict with or violate the Articles of Incorporation, By Laws, Partnership Agreement, Instrument of Trust or any other comparable document of Landlord or any agreement to which Landlord is a party or by which it or its assets are bound. Further, Landlord and each individual executing this Lease on behalf of Landlord represent and warrant that he /she is duly authorized to execute and deliver this Lease on behalf of Landlord and that this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. Landlord shall, at its sole cost and expense, concurrently with its execution of this Lease (and at other times at Tenants request), deliverto Tenant, without limitation, such resolutions, certificates, approvals, letter of conservatorship, Court orders and written assurances as Tenant may request authorizing and approving the execution of this Lease. 35. Addendum. Attached hereto is an addendum or addenda containing paragraphs part of this Lease. through which constitutes a Initials: Los Angeles Cellular Telephone Company 1988 GROUND LEASE —5— Landlord Tenant LANDLORD AND TENANT W CAREFULLY READ AND REVIEWED THOEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, DEMONSTRATE THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. ATTACHED EXHIBITS EXHIBIT "N' Legal Description of Property EXHIBIT "B" Plot Plan (Diagram of Property and Premises, including the Easements) EXHIBIT "C" Permitted Title Exceptions EXHIBIT "D" Memorandum of Lease EXHIBIT "E" Non - Disturbance and Attornment Agreement IN WITNESS WHEREOF, the parties have executed this Lease on the date first above written. LANDLORD: City of Rosemead By: Its: Dennis McDonald, Mayor By: Its: TENANT: GROUND LEASE 1988 —6— LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership 0 Howard Frantom Its: President and General Manager Los Angeles CellularTelephone Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering EXHIBIT "D" MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ( "Memorandum of Lease ") is made this 15th day of September 1g 89 between City of Rosemead as Landlord ( "Landlord ") and LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership, as Tenant ( "Tenant "), who agree as follows: Landlord has leased to Tenant and Tenant has leased from Landlord those certain portions of that certain Property, more particularly described in the Lease (Premises "), in the City of Rosemead , County of Los Angeles State of California, commonly known as 101 E. Mission more particularly described in Exhibit "A" attached hereto ( "Property "), for a term 5 commencing on September 1 11986, and endingq five (5 ) years thereafter ( "Initial Term "), with an option of Tenant to extend the Initial Term for three ( 3) consecutive periods of five (5 )years each ( "Additional Terms "), on the terms and conditions set forth in said Lease, all the terms and conditions of which Lease, including, without limitation, the Easements as more particularly described therein, are made a part hereof as though fully set forth herein. During the Initial Term and any Additional Terms of the Lease, Landlord shall not subordinate the Lease to any deed of trust or other Senior Interest without obtaining a Non - Disturbance and Attornment Agreement from the proposed lender or other Senior Interest holder, nor shall it permit the construction of any improvements on any property controlled by Landlord which might interfere or compete with Tenant's use of the Premises, including the optimum functioning of its Communications Facility located thereon, all as more fully set forth in the Lease. Tenant shall have the absolute and unconditional right from time to time to grant to any person or entity a security interest (including, without limitation, a security interest of first lien priority) in some or all of the Communications Facility and /or any of Tenant§ furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith ( "Equipment Financing ") and /or to assign or pledge Tenant§ interest in this Lease and the Premises, including the Easements, to any person or entity for purposes of financing its equipment or for the operation of its business ( "Leasehold Assignment "), and to record against Tenant§ interest in the Premises any instruments or documents as may be required with respect to such Equipment Financing or Leasehold Assignment. Landlord understands and agrees that Landlord shall not acquire any right to or interest in the Communications Facility and /or any of Tenant's furniture, fixtures, equipment and /or other property utilized or to be utilized in connection therewith notwithstanding the law of fixtures and /or the manner in which same are affixed to or placed on the Premises or otherwise. Accordingly, Landlord understands and agrees that Landlord shall not grant, create or purport to grant or create any security interest whatsoever in the Communications Facility and /or any of Tenanfls furniture, fixtures, equipment and/ or other property utilized or to be utilized in connection therewith. This Memorandum of Lease is prepared for the purpose of recordation, and in no way modifies the provisions of the Lease. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease on the date first above written. LANDLORD: of Rosemead By: Its: Dennis McDonald, Mayor By: Its: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership Howard Frantom Its: President and General Manager tAcknowledgments to be affixed to this signature page.] [Legal Description of Property to be attached as Exhibit "A" to this document] GROUND LEASE Initials: Landlord t Los Angeles Cellular Telephone Company 1988 / Tenant A• Los Angeles CellularTelephone Company RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Los Angeles Cellular Telephone Company 6045 East Slauson Avenue Los Angeles, California 90040 Attention: Vice President of Operations and Engineering EXHIBIT "E" NON - DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT (Agreement ") is made this 15th day of September 1989 by and between corporation (hereinafter called "Lender "), its successors and assigns (including, but not limited to, the holder of the Note and Deed of Trust hereinafter described), and Los Angeles Cellular Telephone Company, a California general partnership (hereinafter called "Tenant "). which is the tenant under a Lease between Tenant and city of Rosemead those certain portions of Rosemead E. Mission , ( "Landlord "), dated September 15, 1989 ("Lease"), pertaining to that certain Property, more particularly described in the Lease ( "Premises "), in the City of , County of Los Angeles , State of California, commonly known as and more fully described in Exhibit "A' attached hereto (hereinafter called the "Property "). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and Lender hereby warrant and represent and agree with each other as of the date hereof, as follows: 1. Lender hereby consents to and approves the Lease and all the terms and conditions thereof, including, without limitation, the construction and operation of Tenants "Communications Facility;' as provided therein. 2. The Lease and any and all extensions, modifications and renewals thereof and all of Tenant's rights and interest therein and thereunder are hereby subjected and subordinated to, and are declared to be subject and subordinate to that certain Deed of Trust from Landlord or Landlords predecessor in interest to Lender, and all extensions, modifications and renewals thereof or of the indebtedness secured thereby, given as security for certain loan obligations from Landlord or Landlord's predecessor in interest to Lender and recorded in the Recorders Office of the County of on 19, as instrument no. and pertaining to the Property (such Deed of Trust and all extensions, modifications and renewals thereof are referred to herein as the "Deed of Trust "), to the same extent as if the Deed of Trust documents had been executed, delivered and recorded prior to the execution of the Lease. 3. Tenant's subordination is upon and subject to the express conditions that: a. So long as Tenant continues to pay the rent as provided for in the Lease and otherwise has not been determined by a court of competent jurisdiction to be in default under any of the material terms and provisions thereof, Lender shall not disturb the rights to possession and enjoyment of Tenant in and to the Premises, including the Easements, as set forth in the Lease, nor shall the leasehold estate granted by the Lease be affected in any manner whatsoever, nor the obligations of the parties thereunder be modified or amended in any way, notwithstanding any foreclosure or proceedings in lieu thereof affecting the Premises and whether or not Tenant is made a party thereto:,and b. Upon passing of title to the Premises to the Lender or to any other party in any foreclosure or proceedings in lieu thereof, the party acquiring such title shall thereupon during the period of such party's ownership, by virtue of such acquisition of title and continued ownership and without the execution of any further instruments or documents, be deemed to be the landlord for all purposes of the Lease during the period of such ownership and be deemed to have assumed the full and complete performance of all the obligations of Landlord as set forth in the Lease which accrue during the period of such ownership; and c. If Lender shall take possession, without acquiring title thereto, but in such a manner as to be entitled to receive rents therefor, Lender shall, in addition, be deemed to have assumed all the obligations of Landlord set forth in the Lease accruing during such period of possession. 4. Lender, by its execution and acceptance of this Agreement, agrees that in the event Lender takes possession of the Property as note - holder -in- possession, by foreclosure of the Deed of Trust or by acquisition of title in lieu of foreclosure, not to affect or disturb Tenants right to possession of the Premises in the exercise of Lender's rights so long as the Lease has not expired by its terms, and Tenant has not been determined by a court of competent jurisdiction to be in default under any of the material terms, covenants or conditions of the Lease. In the event that Lender or any other party succeeds to the interest of Landlord under the Lease by foreclosure or by acquisition of title to the Property in lieu of foreclosure, or any other action taken under the Deed of Trust by Lender, or in the event that Lender exercises the rights granted to it by any assignment, Tenant hereby agrees to be bound to Lender or such other party under all of the terms, covenants and conditions of the Lease; and, Tenant agrees that it shall attorn to, and be liable to and recognize Lender or such other party as Tenant's new landlord for the balance of the term of the Lease upon and subject to all the terms and conditions thereof, and Landlord and Tenant both agree that the Lease and the rights of Tenant thereunder, including such rights to the Easements, shall continue in full force and effect as a direct lease between Tenant and Lender or such other party upon all the terms, covenants and agreements set out in the Lease, and the rights of Tenant thereunder shall not be terminated or disturbed except in accordance with the terms and provisions of the Lease, and Tenant shall thereafter make the rental payments set out in the Lease as instructed by written notice by Lender or such other party, forwarded to Tenant by certified mail, return receipt requested or registered mail, postage pre -paid. Such non - disturbance GROUND LEASE 4' Los Angeles Cellular Telephone Company 1988 Initials: / Landlord Tenant and attornment shall be effect and self operative without the execution oT any further instrument by Lender and Tenant immediately upon the succession by Lender or such other party to the interest of Landlord under the Lease; and the respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then remaining balance of the term of the Lease and any extension or renewal permitted thereby, shall be and are the same as are now set forth in the Lease or as it may have been modified with Lender's consent, if required. 5. Lender understands, acknowledges and agrees that notwithstanding anything to the contrary contained in the Deed of Trust and/or any related financing documents, including, without limitation, any UCC -1 financing statements, Lender shall acquire no interest in any furniture, fixtures, equipment and /or other property installed by Tenant on the Property. Lender hereby expressly waives any interest which Lender may have or acquire with respect to such furniture, fixtures, equipment and/or other property of Tenant now, or hereafter, located on or affixed to the Premises or any portion thereof and Lender hereby agrees that same do not constitute realty regardless of the manner in which same are attached or affixed to the Property. This Agreement shall be binding on and inure to the benefit of Tenant, Lender and their respective successors and assigns. Landlord joins in this Agreement for the purpose of consenting to the provisions hereof and agrees to be bound hereby. IN WITNESS WHEREOF, Tenant, Landlord and Lender have caused this Agreement to be executed the date first above written. LANDLORD: of Rosemead By: Its: Dennis McDonald, Mayor By: Its: TENANT: LOS ANGELES CELLULAR TELEPHONE COMPANY, a California general partnership By: Howard Frantom Its: President and General Manager LENDER: By: Its: By: Its: [Acknowledgments to be affixed to this signature page] [Legal Description of Property to be attached as Exhibit "A' to this document.] Initials: Landlord m Los Angeles Cellular Telephone Company 1988 —2— /� Tenant Staff Report for Planning Commission Meeting of October 2, 1989 0 CASE NO.: Conditional Use Permit 89 -469 Zone Variance 89 -195 APPLICATION REQUEST: A conditional use permit and zone variance to construct a 75' cellular pole and a 360 sq. ft. facility building at the City of Rosemead Public Works Yard located at 9105 Mission Drive. LOCATION: 9105 Mission Drive (Rosemead Public Works Yard) APPLICANT: Jerome Buckmelter for Los Angeles Cellular Telephone Co. 6045 Slauson Avenue Los Angeles, CA 90040 PUBLIC HEARING NOTICE: 86 Notices were mailed to property owners within 300 feet of the subject property on 9- 15 -89. EXHIBITS: Application Site Plan, dated 9- 27 -89, marked Exhibit B Zoning Map Assessor's Map, Book 8592, page 18, parcel 902 600' Radius Map General Plan Map GENERAL PLAN: Public Facilities Z ZONING: R -1 W SURROUNDING ZONES AND LAND USES: 1"M To the west is Rosemead High School. The remainder of the site is surrounded by residential uses. a ENVIRONMENTAL ASSESSMENT: aQ Based on an initial study, the proposed conditional use permit and zone Q variance qualify for a Negative Declaration in accordance with CEQA and local regulations. MUNICIPAL CODE REQUIREMENTS: V Public Utility or Public Service Buildings require a conditional use permit. Section 9181.(15) Rosemead Municipal Code. REQUIRED FINDINGS FOR CONDITIONAL USE PERMIT: Z Such conditional use permit may be issued only after a public hearing Q before the Planning Commission of the City of Rosemead upon application therefore, and the findings by the Planning Commission that the ma establishment, maintenance, or operation of the use so applied for will a not, under the circumstances of the particular case, be detrimental to the health, safety, peace, morals, comfort, or general welfare of persons residing or working in the neighborhood thereof, not be detrimental or to the and improvements in the neighborhood or to the injurious property general welfare of the City. REQUIRED FINDINGS FOR ZONE VARIANCES 1. That the variance granted shall be subject to such`conditions as will iii that the adjustment thereby'iuthorized shall not-constitute. a N assure grant of special privilege inconsistent with the limitations upon O other properties in the vicinity and zone in which the subject property is situated. 0 0 Conditional Use Permit 89 -469 Zone Variance 89 -195 10 -2 -89 page 2. 2. That the granting of such variance will not be materially detrimental to the public health or welfare or injurious to the property or improvements in such zone or vicinity in which the property is located. 3. That because of special circumstances applicable to subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive subject property of privileges enjoyed by other properties in the vicinity and under identical zone classifications. 4. That the granting of such variance will not adversely affect the comprehensive general plan. (Section 9171 Rosemead Municipal Code) STATE CODE VARIANCE REQUIREMENTS: The subject property is utilized as the Rosemead Public Works Yard which is located west of Rosemead Park. The yard takes access from Mission Drive on a paved driveway on the westerly side of the park. ADMINISTRATIVE COMMENTS AND ANALYSIS: The applicant is now requesting a conditional use permit to construct a 75 -foot high cellular pole and a 360 sq. ft. facility building at Rosemead Public Works Yard. The pole is being constructed in order to permit the transmitting and receiving of telephone calls from cellular telephones. The facility building will provide a secure area for the various electronic equipment necessary to operate the cellular pole. The applicants are also requesting a variance for the 75 ft. pole in lieu of the maximum height of 35 feet. L.A. Cellular plans on modifying the site by installing an 8 ft. high fence around the pole and building, and provide a gate through the City fencing. A 15 ft. easement is proposed to follow the existing driveway to the Public Works Yard. The easement would allow access to the cellular pole for maintenance purposes. According to the applicant, an L.A. Cellular crew would be on the site several hours a month in order to maintain the equipment inside the building. As the Planning Commission may be aware, this project was moved from the south -west corner of Mission Drive and Rosemead Boulevard. The close proximity of the pole to nearby residential homes prompted the search for an alternate location. It is believed that locating the cellular pole in the rear portion of the public works yard would have little effect on residential areas. The distance from residential homes would increase from 30 feet at the former site to over 500 feet at this site. Also, the park and school would act as a buffer area between the cellular site and residential areas. Staff has determined that this location is far superior to the original site from an aesthetic standpoint. RECOMMENDATION: The Planning Staff recommends that the Planning Commission approve the Negative Declaration for Conditional Use Permit 89 -469 and Zone Variance 89 -195; make the required findings set forth in Section 9181.1 of the Rosemead Municipal Code; and approve Conditional Use Permit 89 -469 and Zone Variance 89 -195 subject to the conditions of the attached Exhibit "A ". EXHIBIT A CONDITIONAL USE PERMIT 89 -469 ZONE VARIANCE 89 -195 9105 MISSION DRIVE LOS ANGELES CELLULAR TELEPHONE CO. CONDITIONS OF APPROVAL OCTOBER 2, 1989 1. This project shall be developed as per the site plans, dated 9- 27 -89, and marked Exhibit B, and approved by the Commission on 10 -2 -89. 2. That the chain link fencing be relocated to directly in front of the mono pole in order to provide the greatest amount of storage area in the City yard, subject to the approval of the Director of Planning. 3. That an 8 -ft. high fencing be installed Around the facility to prevent unauthorized entry. In addition, a 10 to 15 ft. wide roll gate be installed on the westerly side of the facility subject to the approval of the Director of Planning. 4. That the 15 by 45 foot area immediately in front of the facility shelter be paved with 6' of concrete with an adequate drainage design subject to the approval of the Director of Planning. 5. That except for emergency purposes, the periodic servicing of the facility shelter be done between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday. 6. That the cellular pole and facility shelter area be maintained in a clean manner. All equipment shall be located inside the facility shelter. 7. The applicant shall sign an affidvit of agreement, and return it to the Planning Department within ten (10) days after approval of this request. SCUP469 FEE: S 1 0 10 CITY OF ROSEMEAD APPLICATION FOR CONDITIONAL USE PERMIT NAME OF APPLICANT (Person or Firm): CASE NO.! C/'t'9 -Y '/9 DATE: RMC SECT ON LOS GELL,ULG2 TELGPLiOh1E CO- C/o J. bo[LMEL•TEL LctcG ADDRESS: 23534 6ETN6 Sr. City, VJ000 -pN0 State Gd WILLS Zip Code 9t3(o7 Telephone No. (btb) 34o 638!C2 2. NAME OF LAND OWNER: GIT`( of 2o66MFAP ADDRESS: City, Sta Zip Code Telephone No. 3. NAME OF BUSINESS: LOS &, e LE S GE LLU I. dt? TELL Rk*4 E c-0. SITE ADDRESS: 4 34 S EhICIWT& ' QV EIJLJE Requested Use: CGL..L_JLhIZ FpctL1TY Cor1SlSTlr460 OF A 7�j -FT M0r10rbLE pKp X 12'x30' UNNDNNED >rat�lP. gLDt�• 4. Nearest cross streets: IZ1p Vt. L- STIZ~ET 5. Surrounding land uses: north �%AOOL PL- Y110G" PIES -S south i'AtuV east SI"&LJ I & L west Sc 00Lo Pt- dYltJ� FIELDS 6. List existing street improvements (i.e., curb, gutter, sidewalks, driveway approaches). N 7. Size of lot: 1 °i 23 Acs. Size of building: U00 sQ.FT. 8. Occupancy limit and seating capacity (if applicable): U►lulp N NU7 9. Number of off - street parking spaces available: 10. Hours of operation: 2A Moues i 2Ap 11. Number of persons to be employed: Zslzo VNMDr1NED FAIL 1-[�( 12. Reason for requesting this Conditional Use Permit: GORE ZEQ 011ZE -S GuP Foe- "PUF�L1G UT1L_lT'f Or- PUC'J..IG `EV.N41zE- 'Bt-VrW btAo 2E L.6TECp °,iRJtTJ2_ES A"►L:) 0SF_S. " 13. Other licenses /permits required and /or applied for in conjunction with this ' PU��-C U►i1- ClES business: JFG G WFOIZ AIA GoMM15Slt�► -1 AM LIGEf. � t{0 E - 1SE>= a1'.:OP�TA1�lEl7 • 4Li�' VA tZ ,6 M Ck A9[7 5LM... Q� {Zavl 1. TS ' W I1:L . 6E ;' ►JEEti7 14. Do you plan any structural = additions and /or- interior modifications remodeling, etc.) to the existing,building ?,yes no-')C " 'If yes, please . explain N - a 0 0 NOTICE TO APPLICANTS You are advised NOT to obtain any loans or loan commitments on your property, or to clear the land, or do anything whatsoever that is dependent on final approval of your application. Anything you do before final approval will be at your own. risk. Do not assume that your case will be, or has been, finally approved until your officially notified of such decision in writing by the Citv of Rosemead. Final approval requires favorable action by the Planning Commission or the City Council. Further, final approval alone may not be enough. READ the notice of decision and the RESOLUTION of the Planning Commission or City Council on which the decision is based. it is necessary that you comply with ALL the conditions as set forth therein before the final approval takes effect. Gary D. Chicots Director of Planning I (We) hereby certify that I (we) was (were) given a copy of this notice at the time my (our) application was filed, and that I (we) have read and fully understand it's contents. Filed with Case No. %.C- `J �! on the le? day of SE Oy\ R. r SIGNED: • i _J • OWNER'S AFFIDAVIT CITY OF ROSEMEAD ) COUNTY OF LOS ANGELES ) STATE OF CALIFORNIA ) i Case No. I (We) , F0a. Tt� G(T`( OF io• a me"Ap being duly sworn, do hereby depose and say that I (We) am (are) the owner(s), of the property involved in this application, and that the foregoing statements and answers herein contained, and the information herewith submitted are in all respects true and correct to the best of my (our) knowledge and belief. I (We) hereby consent to the filling of this application and agree to be bound by the decision of the Planning Commission of City Council. Signed: Print Name Signed: Print Name *tailing Address: City and State: Telephone: Subscribed and sworn to before me this APPLICANT'S AFFIDAVIT day of Notary Public , 19 I /1•'e .�FQo1A� eLV-4AE TEiZ FD2- L.0s &4r. � 6 F L &1 TEL. 00, hereby certify that I /we am /are the applicant(s) and that this application has been prepared in compliance with the requirements of the Rosemead Municipal Code, and that the statements and information provided are in all respects true and correct to the best of my /our knowledge and belief. 1j, I A Notary Public._ - � .r. FOR O OFFICE USE ONLY --DO NOT WRITE B Signed: — yr - -w- . ........ ....................... P ame ,EI��A6 FiUtk�V1EL1E� - CERTIFICATION • pFFiC!AL SEAL ,^ 41�EDRA ate .Ir;iJ „ i Signed: foregoing application h has been .inspected_' by. m me' and found be complete and acceptable f for "filing with the Planning- C d C :IJ � •� •;I o Print Name Date: � _� ,,'�I ., i- Anzatz Cmiwl 175;1 Address: 2 5 '1 QET�Q ST .tom my cof.,m LAP.., e .;. .Mailing 'Date " " .- . P ♦ ••••.......•'• " " " " " "" ' •o City and state: \f4Q0 X, &AD Nu.LS °1t3�? Telephone: 54-0 - b384� Subscribed and sworn to before me this day of V^.;,., k)•.\_.• 19b Notary Public._ - � .r. FOR O OFFICE USE ONLY --DO NOT WRITE B BELOW =THIS LINEr ` - - CERTIFICATION 2t. This is to certify t that the f foregoing application h has been .inspected_' by. m me' and found be complete and acceptable f for "filing with the Planning- C d C City Council. Received by: D Date: Certified complete b b ' 'Date " " .- . P . Planning,0_ cer CITY OF ROSEMEAD 8838 VALLEY BOULEVARD ROSEMEAD, CALIFORNIA ZONE VARIANCE REQUEST FOR HEARING Date: Variance Case No.: APPLICANT LOS 6I4CtGu-- =S C-EL.LUL,p2 -rQGFb10 CO AA94r�A`f ADDRESS c/o J. 5ULICMELTt:cz 1�,5DO. 23534 �jIcTNA S-j. W000L�ND OF .6 -IGj FPPT r/IOPLOPOLE \tJ.1 �*46L1- PDNt =L_ A+1Ta4NAS AFNIED To TAE ToP AArD Z WU'L, (ta ") W%tc.¢0- wNe D1sUEs bt-ID e 12' X 30' Y 10'( W t, 9 Mb14KEl7 E Qk? BLvr." II. SPECIFIC THE ZONING ORDINANCE FROM WHICH THE PROPERTY IS TILE Zo►.ttoy eove 1ZeQ019 -E.$ D Mb* IM0fA kl t u-5 913(0-7 TELEPHONE NO. (516) 340 MOO SES I. USE APPLIED FOR (Describe the nature of the business, occupation or purpose for which the building, structure, improvements of premises are to be used and what it to be done on or with the property in the way of additional improvements.) iii Q C-f--LL.UL -4V— TaENOtAe FAc.tL_ -tTY LS FP- oflosev Ce�rASISTI"&, OF .6 -IGj FPPT r/IOPLOPOLE \tJ.1 �*46L1- PDNt =L_ A+1Ta4NAS AFNIED To TAE ToP AArD Z WU'L, (ta ") W%tc.¢0- wNe D1sUEs bt-ID e 12' X 30' Y 10'( W t, 9 Mb14KEl7 E Qk? BLvr." II. SPECIFIC THE ZONING ORDINANCE FROM WHICH THE PROPERTY IS TILE Zo►.ttoy eove 1ZeQ019 -E.$ D Mb* IM0fA FUIL.DL0C- I1F16LIT or 35 FT 1ti4 THe• 1!-1 LoµE . L-dcTc MOO SES A 75 -F00-T MOtX FOL E III. DESCRIPTION OF PROPERTY (Give the location, address, tract, and lot numbers.) Street Address of subject property IV. ZONING: V. PLOT PLAN, PICTURES OR OTHER EXIHIBITS ARE HERETO ATTACHED AND MADE A PART OF THIS REQUEST Pictures and other exhibits are optional; however, the plot plan must be attached hereto.) Section 9170 of the Rosemead Municipal Code requires that the conditions set forth in the following paragraphs MUST BE ESTABLISHED before a variance can be granted. ANSWER ALL QUESTIONS. ANSWERS MUST BE COMPLETE. If more space is required, please attach a separate piece of paper to this application. A. The variance granted shall be subject to such conditions as will assure that the adjustment thereby authorized shall not constitute a grant of special privilege inconsistent with the limitations upon other properties in the vicinity and zone in which the subject property is situated. l,e5s 414&GL rS CFU-UL 6a_ 15 FUe5UL : 0-rl -LT`f A 75 - FT MoL toPOL E LS NEcr -- To FtZoVIpE Pl�b►JL� 5E¢uLC E To -TIke CorAFAV 14I -C`r B. The granting of such variance will not be materially detrimental to the public health or welfare, or injurious to the property or improvements in such zone or vicinity in which the property is located. G�Lt.UI -DfL- Tec.IINc�L.o� 1S ENUIizoNn►Er3fAL S�P�. E1Nb J I !' • 0 Zone Variance Request for Hearing Page Two C. Because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive the subject ptoperty of priviliges enjoyed by other properties in the vicinity and under identical zone classifications. TIAF- SUpisEcT PF-oFef-TY IS, 2-0)'A ED Iz L &)T Is Pbt? T of A to- QC, f:769V— PAD sugg,0,4VD P BY OTt�V- Lppl--El FU6UC. USE PF- PfeF =CIt5S D. The granting of such variance will not adversely affect the comprehensive General Plan. A GEL - SITE -1S P4eimeD Ia I?rx,, me&Q NED2 I-Al%l ►-4 49D T4E FZDF05EV CELL Sl t>= I S I I-1 6 9El - 2 I DID L L-U "TL 04 S( AGE I T I S FAR i�t- WLcrl� FP-onn Nlb2� SEKSITI�IE USES } K�nd l L THE CITY PLAN I ING COMMISSION IS REQUIP.ED BY LAW TO MAKE A WRITTEN FINDING OF FACTS SHOWING THAT BEYOND A REASONABLE DOUBT, THE PRECEDING ENUMERATED CONDITIONS APPLY. 0 CITY OF ROSE -1 AD COUNTY OF LOS ANGELES STATE OF CALIFORNIA OWNER'S AFFIDAVIT CASE NO. 2- V pq - J 15 I, (We) , 1=0(L' T xe C4-r-f OF being duly sworn, do hereby depose and say that I (we) am (are) the owner(s), of the property involved in this request, and that the foregoing statements and answers herein contained, and the information herewith submitted are in all respects true and correct to the best of by knowledge and belief. Signed: Mailing Address City and State Telephone Subscribed and sworn to before me this day of 19. ,d I 'Notary Public APPLICANT'S AFFIDAVIT 1/We - L05 CE-LLUL&p -tVL. C-10 all) of. the business InVO-LVeG and hereby certify that arVare the owner(s) 6f part (Or - 1. . that this application has been prepared in compliance %-.�ith the requirements of the Rosemead Municipal Code as printed herein, and that the statements and information Provided are in all respects true and correct to the best of my/our knowledge and belief. ............. Signed J) t,J SAX-?LD!1A :Trailing Address C. Le A city and State : • hly ,Omm E,P, Iv 1990 ........................... Telephone : *1000 LZf-A 0 ;U" C-4 01 I'Mo 7 (518) 340 Subscribed and sworn to before me this i, II day of 19 r Notary FUD11C - - - - - - - - - - - - - - - - — - - — - - - - - — - — - - — - - a - - — - - - - - - - - Foj2 OFFICE USE ONLY - Do NOT WRITE BELOW THIS LINE CERTIFICATION This, is to certify that the foregoing application has been -ii4 4 f und o ed by me and to be complete and acceptable for filing with, the Planning Cc �_ion and City Council. Received by: Date: Certified complete by: Date:- Planning office r CITY OF ROSEMEAD 8838 VALLEY BOULEVARD ROSEMEAD, CALIFORNIA IMPORTANT NOTICE TO APPLICANTS You are hereby advised NOT to obtain any loans or loan commitments on your property, or to clear the land, or do anything whatsoever that is dependent on final approval of your application. Anything you do before final approval will be at your own risk. DO NOT ASSUME that your case will be, or has been, finally approved until you are officially notified of such decision in writing by the City of Rosemead. Final approval requires favorable action by the Planning Commission, and /or the City Council. Further, final approval alone may not be enough. READ the notice of decision and the Planning Commission and /or City Council Resolution, which will be based on their decision. It is necessary that you comply with ALL the conditions as set forth therein before final approval takes effect. GARY D. CHICOTS Director of Planning STATEMENT OF UNDERSTANDING I (We) hereby certify that I (we) was (were) given a copy of this notice at the time my (our) application was filed, and that I (we) have read and fully understand it's contents. Fi 1 ed wi th Case No. Z %' 1 % on the /� day of 19�• `gn ture of Applicant r 4503 • b� 01► - 1 J N -13? 90-N10 949`- - i i i i II M. B. 20- 193 4526 = a . = ;c'• Z 4522 c 451? °_ :' {} IS LO :e J e r 4516 '453 Z V) ',P 4509 -- sc �0• �- 4510 J — 450 >, N o� 4503 nod' sE O 2 -;4504 �r)p0 4503 • b� 01► - 1 J N -13? 90-N10 949`- - i i i i II M. B. 20- 193 a CO N i W r� --I o Z 1 p W OD N 1 <m e w / 7 b ;5 LOMA AVE. 3 - o ENGI\/NIIIT�jA z 0 K Z ? 0 • �m BLVD. ROSEMEAD Sri rq ,2 ;e y 7 6 O ` Iz ^!� a _ N � G DARLOW AVE. I- v N H ,. j. 1 672.3 SULTANA AVE.!, � c i LIVIA AVE.I 7`T -T oW 1N 1 1 I n 1 (A I V EVANSPORT = DR., � ra 4 rp A i p BO O I i t 70 O 1 AVE )lo O S i oa O Z p m � bn N �> N �a n b (f _ 'C =l tiUM 0 • I Q � �qN n T' � /: n, .•� -,mss .. smf Li m r �+ J '0'y'F d e y.hy rs �• UO. as5.' ,E g090 . n a:o FRAC. SCC.Ie•s•r •sv .� ^ ,>. ' ues; •sn dam_ < �':, - � .� .>e :: - _ -mss✓ mss_° °a �� .. o u:.: J ,e - ER pZUSA ol Sol :I -P., �E'RAZUSA E. LO i l a v 3 0 xy+ E z PITKIN Ia I 1ln 8 2 m I ". I E RIO DELL a -°°zo • 57' 'FI; a as . a 21 e.rz E. ROSE ... ASS /ON lw- aM0 E NEWBY Q TLS 1; e} 2 .o�..a _ _ e. 3 Q'ol 0 5.65 , }a a5 Q TRACT NC 9 d <2 �1 ai FIGURE LU-1 Land Use Policy Planning Area 1 0 pll ORO,, 7 F;::z City of Rosemead General Plan COTTON DEL LD -S PLANNING AREA I- U 0 I a I �6, Low Density Residential WIN High DW*ItY R&SWOrytiml Mixed Use: Reskilential/Commerclal .0.00000.c Off Ice/ Light Industrial Commercial Public Facilities yyXX Mixed Use: Light Industrial/ XXYI Commercial I- U 0 I a I �6, II • ENVIRONMENTAL CHECKLIST FORM Phase 2 of Initial Study to be completed by Lead Agency I. BACKGROUND 1. Name of Proponent: L.A. Cellular 2. Address and Telephone Number of Pr( 23534 Aetna Street Co. Woodland Hills, CA 3. Date of Checklist submittal: - - 4. Agency Requiring Checklist: City of Rosemead 5. Name of Proposal, if applicable: Conditional Use Permit 89 -469, Zone Variance 89 -195 ENVIRONMENTAL IMPACTS Explanations of all "yes" and "maybe" answers are required on attached sheets.) 1. EARTH Will the proposal result in: YES MAYBE NO a. Unstable earth conditions or in changes in geo- X logic substructures? — b. Disruptions, displacements, compaction or over- X covering of the soil? — c. Change in topography or ground surface relief X Change in the amount of� surface water �n features? _ d. The destruction, covering or modification of X any unique geologic or physical features? — e. Any increase in wind or water erosion of soils, X either on or off the site? — f. Chances in deposition or erosion of beach sands, or chances in siltation, deposition or erosion X which may modify the channel of a river or stream — — or the bed of the ocean or any bay, inlet or lake? g. Exposure of people or property to geologic hazards such as earthquakes, landslides, mud - X slides, ground failure, or similar hazards? 2. WATER Will the proposal result in: a. Changes in currents, or the course of direction of water movements, in either marine or fresh X waters? — b. Changes in absorbtion rates, drainage patterns or the rate and amount of surface water runoff? } X Alterations to the_ = coursed flow of flood waters? a €T c. any" d. Change in the amount of� surface water �n f�' A water body? e. Discharge into surface,w ation of surface_water'q limited to, temperature; bity ?.. . ... .+'': r in any alter - including but'not redI ;oxygen. `or tur- ., mss. y X A *4 , X X .' • • Environmental Checklist Form Page Two YES f. Alteration of the direction or rate of flow of ground waters? g. Change in the quantity of ground waters, either through direct additions or withdrawals, or through interception of an aquifer by cuts or ex- _ cavations? h. Substantial reduction in the amount of water otherwise available for public water supplies? i. Exposure of people or property to water re- lated hazards such as flooding or tidal waves? 3. AIR Will the proposal result in: a. Substantial air emissions or deterioration of ambient air quality? b. The creation of objectional odors? c. Alteration of air movement, moisture or tem- perature or any change in climate, either locally or regionally? 4. PLANT LIFE Will the proposal result in: a. Change in the diversity of species, or number of any species of plants, (including trees, shrubs, grass, crops, and aquatic plants)? b. Reduction of the numbers of any unique, rare or endangered species of plants? c. Introduction of new species of plants into area, or in a barrier to the normal replacement of existing species? 5. ANIMAL LIFE Will the proposal result in: a. Change in the diversity of species, or numbers of any species of animals, (birds, land animals in- cluding reptiles, fish and shellfish, benthic organisms or insects)? b. Reduction of the numbers of any unique, rare or endangered species of animals? c. Introduction of new species of animals into an area, or result in a,barrier_to the- migration or MAYBE NO 3 movement of animals? > ' } d. .Deterioration to existing fish "or wildlife g.Nac, habitat? r r 6. NOISE Will the proposal result in: 1 a. Increases in the existing noise levels? b. Exposure of people to severe noise levels `i,4; Z, 111 1, X X X x X X X X X X I X • • Environmental Checklist Form Page Three YES MAYBE NO 7. LIGHT AND GLARE Will the proposal produce new light or glare? X B. LAND USE Will the proposal result in a substantial alteration X of the present or planned land use of an area? — 9. NATURAL RESOURCES. Will the proposal result in: a. Increase in the rate of use of any natural X resources? — b. Substantial depletion of any nonrenewable X natural resource? — 10. RISK OF UPSET . Does the proposal involve a risk of an explosion or the release of hazardous substances, (including. but not limited to, oil, pesticides, chemicals, or radiation) in the event of an accident or upset con- X ditions? — — 11. POPULATION Will the proposal alter the location, distribution, density, or growth rate of the human population of - X an area? — 12. HOUSING Will the proposal affect existing housino, or create a demand for additional housing? X 13. TP,ANSPORTA.TION /CIRCULATION a. Generation of substantial additional vehicular X movement? — b. Effects on existing parking facilities, or de- X mand for new parking? — c. Substantial impact upon existing transportation X systems? d. Alterations to present patterns of circulation X or movement of people and /or 000ds? — e. Alterations to waterborne, rail or air traffic? X f Increase in traffic hazards to motor vehicles, X bl "cyclists Or edestrlans -r,=e rjx �kx &(7' icys* _ r P �,,((yy�iir6`XSn ryi�`{•£x'F..+a 1. f,. rZ vjPT � 'ail,r#� Zih* -sf d 1n .'PUBLIC,SERVICES' Will the proposal have`an effect upon; orti result ,-in f , TCY; x a need for new, or altere&governmental, services i 3 aT any,-of the,followino areas ,,e x` r x � rr 4; )sk y 3r r s+ t 5 ..J a an a Fire protections b Police prOte CtlOn��x iq t yidrf �< Fa r � � .s •i C .+� :r F ,,Xr� , 'i1 ; ,�$Chools? ` jrrz, rr t i i..' ,"`>� .•-.R .{.sue r-,i'. l B+.�S 'k rii ley xS ", 1 +. i+n4 a'y,.k ;< G v $�1 cs x �t c tr i5b Rills�s� a } .'�` ,� ''j yf �ari �•�S [.�Fi �1.����iii'�kiY''�""AW?R��i. ��.'?3�d.`�iy ��w)�� T4� Environmental Checklist Form Page Four YES MAYBE NO d. Parks or other recreational facilities? X e. Maintenance of public facilities, including roads? — X f. -Other governmental services? x 15. ENERGY Will the proposal result in: a. Use of substantial amounts of fuel or enqery? x b. Substantial increase in demand upon existing sources of energy, or require the development X of`iew sources of energy? =' 16. UTILITIES Will the proposal result in a need for new systems, or substantial alterations to the following utilities: a. Power or natural gas? X b. Communications systems? X X c. Water? — d. Sewer or septic tanks? X e. Storm water drainage? x f. Solid waste and disposal? X 17. HUMAN HEALTH Will the proposal result in: a. Creation of any health hazard or potential health X hazard, (excluding mental health)? — b. Exposure of people to potential health hazards? X 18. AESTHETICS Will the proposal result in the obstruction of any scenic vista or view open to the public, or will the X proposal.result in the creation of an aesthetically — offensive site open to public view? 19. RECREATION Will the proposal result in an impact upon the quality or quantity of existing recreational opportunities? X X 20. ARCHEOLOGICAL /HISTORICAL Will the proposal result in analteration ofi a sig z nificant archeological �orihistoal` site, structure, object or buiTd�ng�' xkir s > > is r� Fi 21. MANDATORY FINDINGS OE'SIGNIFICANCE a. Does the�progect. "havethetpotental toedeorade`;the ' quality of the environment, substantially reduce^ the habitat of 'A or,�.MV If species, a fish or wildlife popula below self s > sustaining levels threaten towel; urinate a plant4 duce�thenumber or r restrict Y F i1 " 'o animal community ° d 6n ti'YJ�tg' v`2'$7 - 3r� : s 4 i -i`' v & �'^.r• - F 4F a'Y" '�„ •j " kf . �, �.rz.,.... C, Environmental Checklist Form Paoe Five • YES MAYBE NO the range of a rare or endanoered plant or animal or eliminate important examples of the major X periods of California history or prehistory? — b. Does the project have the potential to achieve short -term, to the disadvantage of lono -term, environmental goals? (A. short -term impact on the environment is one which occurs in a relative- ly brief, definitive period of time while long- X term impacts will endure well into the future.) — c. Does the project have impacts which are individual- ly limited, but cumulatively considerable? (a pro- ject may impact on two or more separate resources where the impact on each resource is relatively small, but where the effect of the total of those X impacts on the environment is sionificant.) — d. Does the project have environmental effects which will cause substantial adverse effects on human X beings, either directly or indirectly? — III. DISCUSSION OF ENVIRONMENTAL EVALUATION SEE PAGE SIX IV. DETERMINATION (To be completed by the Lead Agency) On the basis of this initial evaluation: X I find the proposed project COULD NOT have a significant effect on the en- environment, and a NEGATIVE DECLARATION will be prepared. I find that although the proposed project could have a significant effect —on the environment, there will not be a significant effect in this case because the mitigation measures described on an attached sheet have been added to the project. A NEGATIVE DECLARATION WILL BE PREPARED. I find the project project MAY have a sionificant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required. Sienature of Person comp eting L1113 form f CITY OF ROSEMEAD Lead Agency v Environmental Checklist Page Six 18. AESTHETICS 9 The proposed project is the construction of a 75- foot cellular pole and a 12x30 facility shelter by L.A. Cellular - Telephone Co. The project is proposed at the City of Rosemead Public Works Yard. Originally the project was proposed at 4251 Rosemead Boulevard. This location posed significant adverse visual effects',on the environment because of its close proximity to established residential areas. The 75 -foot cellular pole now has been relocated to the City Public Works Yard located at 9105 Mission Drive. This new location would substantially reduce the significant visual effects on the environment based on the following mitigation measures: 1. The City Public Works Yard is surrounded by Rosemead Park, a 19.2 acre facility, Rosemead High School, a 27 7acre facility, and Encinita School, a 7.8 -acre facility. 2. The park and schools will act as a buffer - between the'75 -foot cellular pole and the residential area. 3. The building, trees, back stops, and other structures in the park and school property will further soften the visual effect the pole will have on the surrounding. 4. The distance ranges from feet (Mission These mitigation aesthetic effects adverse environmen SCUP:6 between the mono pole and existing residential homes 550 feet at the closest point (Lower Azusa) to 1,050 Drive). measures outlined above will reduce the visual and on the environment to a point where no significant tal effects will occur. T } j i The Mayor declared said motion duly carried and so ordered. CC -J LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE COMPANY AND THE CITY OF ROSEMEAD This item was deferred to the meeting of November 14, 1989, to allow the City Attorney to provide information and research addressing the Council's concerns regarding portions of this standard lease agreement such as the termination clause; easements; accessibility; and down -time reimbursement. V. MATTERS FOR DISCUSSION & ACTION - None VI. STATUS REPORTS - None VII. MATTERS FROM OFFICIALS A. REQUEST FROM COMMISSIONER YOUNG FOR REAPPOINTMENT TO THE ROSEMEAD PLANNING COMMISSION Juan Nunez, 2702 Del Mar Avenue, Rosemead, requested that the Council not consider the reappointment of Mr. Young to the Planning Commission. Mr. Nunez cited two occasions when Mr. Young stated that the Planning Commission does not have the authority to base its decision on the vacancy rate of existing facilities when considering, new requests. MOTION BY COUNCILMAN BRUESCH, SECOND BY COUNCILMAN DeCOCKER that Commissioner Young be reappointed to the Planning Commission. Vote resulted: Yes: DeCocker, Taylor, McDonald, Bruesch, Imperial No: None Absent: None Abstain: None The Mayor declared said motion duly carried and so ordered. B. COUNCILMAN DeCOCKER 1. Ascertained that the transport rules for the Auto Auction are currently in effect. C. COUNCILMAN TAYLOR 1. Requested the progress being made on the audit of the trash tonnage. Frank G. Tripepi, City Manager, stated that a program is being implemented to verify that the trucks are empty when they start on their residential routes, follow them to the dump and see them through the gate and onto the scales. Mr. Taylor requested that the commercial tonnage be verified as� well as the residential tonnage. 2. Asked for a report on the senior lunch program at Zapopan Center and copies of all the memos regarding this issue. Mr. Taylor added that he had received information that there had been a problem with the Health Department. VIII. ORAL COMMUNICATIONS A. Leroy Young, 7533 E. Garvey Avenue, Rosemead, stated that alcohol is a drug and should be treated as such reported a problem with an illegally parked car blocking his driveway for several hours as an example of the lack of parking in the City. B. Cleo Young, 7533 E. Garvey Avenue, Rosemead, thanked the Council for the moratorium on alcoholic beverages. CC 10 -10 -89 Page #8 i CC -A ACCEPTANCE OF WORK FOR 1993 -94 CONCRETE REPAIRS AT VARIOUS LOCATIONS CC -B AUTHORIZATION TO USE CITY BOOTHS FOR MAYOR'S FISHING DERBY -JANUARY 14, 1995 CC -D CONTINUATION OF LEASE AGREEMENT BETWEEN LOS ANGELES CELLULAR TELEPHONE COMPANY AND THE CITY OF ROSEMEAD CC+ SPORTS LIGHTING MAINTENANCE AGREEMENT CC -G ACCEPTANCE OF WORK FOR GRAND AVENUE BRIDGE AT RUBIO WASH MOTION BY COUNCILMEMBER VASQUEZ, SECOND BY COUNCILMEMBER IMPERIAL that the foregoing items on the Consent Calendar be approved. Vote resulted: Yes: Clark, Taylor, Bruesch, Vasquez, Imperial No: None Absent: None Abstain: None The Mayor declared said motion duly carried and so ordered. CC -C CONCRETE WALKWAY - ROSEMEAD PARK Mayor Bruesch inquired about the removal and replacement of the trees along the walkway. Michael Burbank, Director of Parks and Recreation, responded that the trees will be replaced. MOTION BY MAYOR PRO TEM TAYLOR, SECOND BY COUNCILMEMBER IMPERIAL that the Council approve Alignment No. 2 with the approach from the south side and that the removed trees be replaced. Vote resulted: Yes: Clark, Taylor, Bruesch, Vasquez, Imperial No: None Absent: None Abstain: None The Mayor said so motion duly carried and so ordered. CC -E PLAY EQUIPMENT BID SPECIFICATIONS - ZAPOPAN PARK No action required. V. MATTERS FOR DISCUSSION AND ACTION - None VI. STATUS REPORTS - None VII. MATTERS FROM OFFICIALS A. COUNCILMEMBER IMPERIAL 1. Requested that the Traffic Engineer study the possibility of a left -turn phasing at Mission Boulevard onto Rosemead Boulevard. B. MAYOR PRO TEM TAYLOR 1. Requested a report or minutes on the two Town Hall meetings held in October. CC 11-22-94 Page #5