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HomeMy WebLinkAbout10 - CC-10 - First Amendment to Lease Agreement with - 4/18/2017CITY COUNCIL AGENDA REPORT MEETING DATE: APRIL 18, 2017 ITEM NUMBER: CC -10 SUBJECT: FIRST AMENDMENT TO LEASE AGREEMENT WITH STC ONE LLC DATE: APRIL 10, 2017 FROM: RICK FRANCIS, ASSISTANT CITY MANAGER PRESENTATION BY: RICK FRANCIS, ASSISTANT CITY MANAGER FOR FURTHER INFORMATION RICK FRANCIS (714) 754-5688 CONTACT: RECOMMENDATION: Staff recommends that the Council approve the attached First Amendment to the Lease Agreement with STC ONE LLC, a Delaware limited liability company, registered in California as TOWER COMPANY ONE LLC, for the cell tower located at the Costa Mesa Golf Course. BACKGROUND: Original Lease In October 2001, the City entered into a lease agreement with Cox PCS LLC for the placement of a cell tower at the Costa Mesa Golf Course, located at 1701 Golf Course Drive, in the space of 266 square feet. STC One LLC, registered in California as Tower Company One LLC (Lessee), is the current lessee under the Lease as ultimate successor in interest to Original Lessee (Attachment One). The Lease Agreement originally produced $18,000 per year in rent with a 15 percent, 5 - year term increase. The initial term of the lease was for five (5) years, with five-year renewal options. The Lessee had the right to extend the term for four (4) additional periods of five years. Pursuant to the Lease Agreement terms, this "Renewal Term" was extended automatically for the first two Renewal Terms, but the City Council had to approve the third and fourth Renewal Terms. If after the conclusion of the fourth Renewal Term, the Lessee remained in possession of the cell tower, the lease was to convert to a year-to-year lease extension under the same terms and conditions, but in no case were the Renewal Terms and annual extensions to exceed a total of 33 years (September 30, 2034). The Second Renewal Term expired in October 2016. After the Renewal Term increases, the current annual rent for the Costa Mesa Golf Course cell tower is $27,375.72 ($2,281.31 per month). In 2016, the City solicited the assistance of the Association of California Cities — Orange County (ACC -OC) to conduct market research of other municipal agencies that have leased public space to cell service carriers for cell tower facilities (Attachment Two). The research concluded that the City is receiving below market rents and wishes to increase the rent for the new First Amendment to the Lease Agreement (Amendment). First Amendment to the Lease Agreement The key features of the First Amendment to the Lease Agreement are as follows: As a condition of this Amendment (Attachment Three), the City and the Lessee have agreed upon an annual rent in the amount of $37,000 ($3083.33 per month), to commence on October 1, 2017. The rent will escalate by three (3) percent annually beginning on October 1, 2021. Also, under this Amendment, the Lessee shall have the right to extend this Lease for seven (7) additional five (5) year terms (each a "Renewal Term"), minus the two previous renewal terms. The Lessor and Lessee hereby acknowledge that the final extension expires on September 30, 2041, but in no case later than September 30, 2049 if the Lease converts to a month-to-month term. This Lease shall automatically renew for each successive Renewal Term unless the Lessee notifies the Lessor in writing of the Lessee's intention not to renew this Lease at least ninety (90) days prior to the expiration date of the then -existing Initial Term or Renewal Term or if the City determines, in its sole discretion, to use the Lessor's Property, in a manner that is incompatible with the Lessee's facility following one hundred eighty (180) days' prior written notice to the Lessee. To make the City whole as a result in the terms of the Third Renewal Term not being executed at the ascribed renewal date of October 1, 2016, the Lessee agrees to pay the City a Conditional Signing Bonus of $9,624.28, which reflects the annualized variance in monthly rental charges the City would have received for the one-year period from October 1, 2016 to September 30, 2017. The City and the Lessee also agree to a Revenue Sharing plan in the event the Lessee allows other wireless service providers (Future Sublessee) to co -locate equipment on the Lessee's infrastructure. The City will permit the Lessee to lease an additional 200 square feet of land immediately adjacent to their current location for the expansion of the Lessee's equipment or to a future sublessee (Attachment Four). The Description and Legal Depiction of this additional property is included as an attachment (Attachment Five). In exchange, the City will receive a monthly fee equal to the greater of $1,000 or 35 percent of the rent collected by the Lessee from the additional premises Future Sublessee. AKJAI YRIS The City and the Lessee have negotiated a new annual rent in the amount of $37,000. Market research supported this increase, and considered market research provided by the Lessee (Attachment Six). The Lessee's market research only included rent information of cell towers within two miles of Shiffer Park and it is likely that data would be similar to data in close proximity to the Costa Mesa Golf Course. The City maintained that lease negotiations with private parties are inherently different due to the nature of private parties seeking revenues for the lease of space not designated for public purposes. Furthermore, several of the leases included in the Lessee's market research were dated as far back as 1997. Only one comparable lease was dated within the past five years. The City also maintains that it is appropriate to include public entities in the market research, which the Lessee did not indicate in their research. Lastly, the City has no way of knowing if the market research provided was comprehensive in nature. It is possible that rent rates were substantially higher beyond the two-mile radius the Lessee used for market data. It was also not clear from the Lessee's market data if other carriers' rates were considered. 2 ALTERNATIVES CONSIDERED: The City could opt to maintain the current Lease Agreement terms and receive below- market rent rates. FISCAL REVIEW: The Amended Lease Agreement will increase revenues to the City in the amount of $9,624.28 annually for the first five years, when comparing the new annual rent of $37,000 to the current annual rent of $27,375.72. The annual rental rate will then escalate by three (3) percent thereafter. The City may also yield increased revenues under the aforementioned Revenue Sharing plan. LEGAL REVIEW: The City Attorney's Office was involved in negotiating the terms of the Amendment. Additionally, the City Attorney's Office has reviewed the attached Amendment and has approved it as to form and legal content. CONCLUSION: Staff recommends the City Council approve the proposed First Amendment to the Lease Agreement with STC ONE LLC for the cell tower located at 1701 Golf Course Drive, Costa Mesa. RICHARD L. FRANCIS Assistant City Manager THOMAS HATCH THOMAS DUARTE City Manager City Attorney ATTACHMENTS: 1. Original Site Lease Agreement with Cox PCS LLC 2. City Market Research by ACC -OC 3. Amendment to Site Lease Agreement with STC ONE LLC 4. Map of Additional Leased Property 5. Description of Additional Property and Legal Depiction 6. Crown Castle Market Research 3 Attachment 1 4 Sprint Site #0054XC418-A ' COiVlMMCATI ONS SITE LEASE AGREEM.E`IP TICS COMMUNICATIONS SITE LEASE AMEN -ENT ("Lease"), Is entered Into between COX PCS ASSETS, L.L.C., a Delaware Iimited liability company ("Lessen"), wholly owned by Cox Cominutileatlons 11CS, L.P., a Delaware limited partnership ("Cox LY."), and CITE' OF COSTA 1)M4 A, a municipal corporation ("Lessor") The parties hereto agree, as follows: I. Premises. Lessor ovens thereat property described in Attachment 1 cormnonly known as Costa Mesa Golf Course ("Lessor's ProperVy . Lessor has leased to the Costa Mesa Public Financing Authority (the "Authority"), and the Authority has leased back to Lessor, Lessor's Property in an Amended and Restated Lease Agreerneut dated April 1,1998 (the "lv£astar x ease"1. SuUjecI to the foxlQw1 g t._e� and con •Hon , ssor Lases to Lessee and Lcssco leases froze Lessor that portion of Lessor's Tioperty depicted in Attachment 2, acrd any applicable easements for access and utilitjes (the "Prernises"), Thp precise location of the Premises shall be delineated on the plans Lessor approves under Section 5(b) below. Such approved plans shall control to describe the Premises in the event of any discrepancy between the delineation of the Premises on the plans and on Attachment 2. 2, Uae. (a) Lessee shalt have the right to Ilse the Premises for providing communication services through a monopine structure, including but not limited to the trausmission and reception of radio communication signals on various frequencies. Suoh use includes Lessee's right to install, construct, operate, maintain, repair, replace and secure Lessee's Facility. "Lessee's Facility" means Lessee's communications equipment installed on the Premises, including anteneas, autenna support structures, polos, dishes or masts, radio ,frequency transmif6ug and receiving equipment, primary, backup and temporary power units, intorconnection equipment, equipment cabinets, cabling, wiring, lines, conduits, pines and accessories, as the same may bo modified, added to, substituted and/or reconfigured from time to time. (b) Lessee shall at all banes comply with all applicable laws, codes, rules and regulations relating to Lessee's use of tiro Premises and conduct of Lessee's business at the Premisez. 3. Term, (a) The term of flus Lease ("Terra.') shall be five (5) years, commencing on the 1' day of October 2001, (the "Commencement Date'). (b) Lessee shall have the right to extend the Torm for four (4) additional periods of five dears each (a "Renewal Term,"). Each Renewal Term shall be on the same terms and conditions as set forth in this Lease unless otherwise mutually agreed to in writing by the parties, This Lease shall automatically be extended, for the first and second Renewal Terms unless Lessee notifies Lessor in writing of Lessee's intention not to extend this Lease at least 90 days prior to expiration of the Tani or the then -existing renewal Tenn, as the case may be. This Lease way be extended for the third and fourth Renewal Terms upon approval of Lessor's City Council, At lease ninety (90) days prior to the expiration of the then -existing third or fourth Renewal Term, Lessee shall notify Lessor of its intention to renew die Lease. Thereafter, Lessor will use it best efforts to obtain Lessor's City Council's approval prior to the natural expiration of the Lease. (c) If Lessee remains in possession of the Promises at the expiration of the fourth Renewal Tarr, except as otherwise provided herein, this Lease shall continue itt force upon the same taxies and conditions for a further period of one year, and for like annual periods thercaf or, ("Annual Texm") until and unless terminated by either patty by giving the other patty, at least 90 days before the end of such additional period, written notice that no further extensions shall occurunder tbisprovision. (d) Notwithstanding any contrary provisions of this Section 3, in no event shall the Terra, Renewal To= and autunmfle annual extensions of the Lease exceed a total of 33 years, d. Rent, The annual rent for the Premises ("Awual Rent") initially shall be $15,000.00. The Annual Rent shall inmcasa on the fast day of the month on which each anniversary of the Commencement Date occurs throughout -the `l:'eim and each Renewal Term by 15% of the annualized -Annual -Rent in effect immediately t initials:. W Sprint Site # 0054XC418-A preceding the increase, Annual Rent shall be payable in equal monthly installments, in advance, on the fust day of each month beginning on the ConunencementDato, If the Commencement Date occurs on a date other than the fust day of a month, and/or if the Term or final Renewal Term ends on a date other than the last day of a month, the monthly installment of Annual Rent shall be prorated for each such partial month. Annual Rent shall be payable to Lessor at its address specified at the end of this Lease, or as Lessor may otherwise direct from time to time in writing at least 30 days prior to any rent payment data. 5. Improvements• A.ecess. (a) Lessee shall have the right (but not the obligation), at any time following the full execution of this Lease and prior to the Commencement Date, to enter Lessor's Property for the purpose of making inspections and engineering surveys (and soil tests where applicable) and other tests to determine the suitability of the Premises for (b) The final plans and precise location of the Premises and Lessee's Facility shall be subject to the prior written approval of Lenox, which maybe given by initialing and returning to Lessee a copy of the final plans, (c) Lessee has the right to do all work necessary to prepare, install and maintain the Premises for Lessee's Facility and to install utility lines and transmission lines connecting antennas, transmitters, receivers and other equipment necessary for the operation of the Facility. All of Lessee's construction and installation work shall be performed in a good and workmanliko manner at Lessee's sole cost and expense by licensed and bondable contractors. Upon completion of Lessee's construction and installation work, Lessee shall restore the Premises to substantially the same condition existing on the Commencement Date, taking into account the nature of the Facility. Lessee shall require such contractors and any subcontractors to obtain the same insurance coverage described in Section 11 of this Lease with policy limits not less than $1,000,000, combined single limit per occurrence and aggregate. (d) Lassos shall provide access to Lessee, Lessee's employees, agents, contractors and subcontractors to the Promises 24 hours a day, seven days a week, at no charge to Lessee. Lessor hereby grants to Lessee such rights of ingress and egress over Les sox's Property as may be necessary and consistent with the authorized use of the Premises. Upon mutual execution of this Lease, Lessor shall deliver to Lessee at no charge three sets of any access keys or cards necessary for access to Lessee's Facility. Lessee shall have the right to install on the outside of the building on Lessor's Property, at a location Lessor approves, a lockbox to store the keys or access cards. Lessee shall pay for the cost of lock boxes and of all additional keys and cards, and shall return all keys and cards to Lessor and remove all lock boxes upon expiration or earlier termination of this Lease, (e) Subject to Lessor's rules, Lessor shall permit Lessee's employees, agents, contractors, subcontractors and invitees to park vehicles on Lessor's Property as necessary and consistent with the authorized use of the Premises. Lessor shall, at its expense, provide access from the nearest public roadway to the Premises in a manner sufficient to allow access. (f) Lessee shall have the right to install utilities, at Lessee's expense, and to improve the present utilities on or near the Premises (including emergency or back-up battery or transportablegenerator power), at Lessee's expense. Subject to Lessor's written app;oval of the location, Lessee shall have the right to place utilities on (or to bring utilities under or across) Lessor's Property in order to service the Premises and Lessee's Facility. Upon Lessee's request, Lessor shall execute and record easements) evidencing this right. (g) Lessee's rights of access and to install utilities under this Section 5 include, but axe not limited to, die right to install, maintain and service telephone lines connecting the base station of Lessee's Facility and the mummum point of entry (W OB) or other point of presence of the telephone service provider at Lessor's Property. 6. Interference with Communications. (a) Lessee's Facilities shall not disturb or interfere with the communications equipment, and uses which exist on Lessor's Property on the date this Lease is fully executed ("Pre-existing Communications"); and Lessee's Facility shall comply with all non-interference rules of the Federal Commtmieations Commission ("FCC'). (b) Lessor shall not use or permit the use of any portion of Lessor's Property in any way which interferes with the communications operations of Lessee's Facility. Lessor shall take prompt action to terminate an z tnt is _ 761 --- Sprint Sita H 0054XC418-A interference with Lessee's communications operations that Lessor bas the right to terminate, and shall cooperate with Lessee to obtain the termination of any interference with Lessee's communications operations that is beyond the control of Lessor. The parties acknowledge that continuing interference will cause irreparable injuryto Lessee, and therefore Lessee shall have the right to bring action against the interfering party to enjoin such interference. Pre-existing Communications Facilities configured and operating in the same manner and at the same frequency as on the date this Lease is fully executed shall not be subject to this subsection (b). (e) If Lessor receives any request to locate any couununications transmitting equipment on Lessor's Property from any third party (a "Carrier"), Lessor shall include in the Lease, license or other agreement with the Carrier a provision prohibiting the Carrier from interfering with the communications operations of Lessee's Facility and requiring the Carrier to comply with all the provisions set forth in the "Technical Requirements for Thud Party Collocation" attached to this Lease as Attachment3 in designing, locating and operating its transmitting equipment and in reconfigndng or changing the $ewency or operation of such equipment. 7. Taxes Utilities and Maintenance. (a) If for any reason Lessee's Facility is assessed for tax purposes as part of Lessor's Property, Lessee shall reimburse Lessor any increase in Lessor's real property taxes attributable to the value or cost of Lessee's Facility. Reimbursement shall be duo 30 days following Lessee's receipt of a written request and reasonable evidence of the increase, (b) Lessee shall fully and promptly pay for all utilities furnished to the Premises for the use, operation and maintenance of Lessee's Facility. If practicable, Lessee shall install at Lessee's expense a separate electric meter and pay for electricity directly. If a separate mater is not practicable, Lessee shag install at Lessee's expense a submeter measuring Lessee's electrical consumption from Lessor's electrical lines and switchgear, and Lessee shall reimburse to Lessor, within 30 days after receipt of invoice and a copy of the applicable utility company's bill to Lessor, the cost of Lessee's actual electrical consumption based on submeter readings and Lessor's then -current utility rate. (e) Lessee shall maintain the Premises throughout the Term, all Renewal Terms and any Annual Term in good condition, ordinary wear and tear excepted. Lessee shall not be required to make any repairs to the Premises except as stated in Section 10 below and except for damage to the Premises caused by Lessee, its employees, agents, contractors, subcontractors, subtenants or invitees. 8. Termination (a) This Lease may be terminated by Lessee on 30 days prior written notice to Lessor {or any shorter notice expressly set forth below), if; (1) Lessee delivers to Lessor such 30 -day written notice at any time prior to the CommencementDate, for any reason or no reason. (ii) Lessee determines at any time after the Commencement Date that any governmental or non-governmental license, permit, consent approval, easement or restriction waiver that is necessary to enable Lessee or Cox L.P. to install and operate Lessee's Facility cannot be obtained or renewed at acceptable expense or in an acceptable time period; (iii) Lessee determines at any time after the Commencement Date that the Premises are not appropriate or suitable for its or Cox L.P.'s operations for economic, environmental or technological reasons, including without limitation, any ruling or directive of the FCC or other governmental or regulatory agency, or problems with signal strength or interference not encompassed by subsection (iv) below; provided that the right to terminate under this subsection (iii) is exercisable only if Lessee pays Lessor as a temrination fee the lesser of three monthly installments of Annual Rent or the balance of the Annual Rent due for the remaining term of this Lease; Qv) Any Pre-existing Communications Facilities, or any communications facilities or other structures of any kind now or hereafter located on or in the vicinity of Lessor's Property, interfere with Lessee's Facility and Lessee is unable to correct such interference through reasonably feasible means; Sprint Site # 0054XC418-A (v) Lessor commits a default under this Lease (other than under Section 5 or section 6) and fails to cure such default within the 30 -day notice period, provided that if the period to diligently Orae takes longer than 30 days and Lessor commences to cure the default within the 30 -day notice period, then Lessor shallhave such additional time as shall be reasonably necessary to diligently effeot a compiote onto; or Lessor commits a default under Section 5 or Section 6 and fails to euro such default within five (rather than 30) days after receiving written notice of such default; or (vi) The Premises are totally or partially destroyed by fire or other casualty so as, in Lessee's judgment, to hinder Lessee's or Cox L.P.'s normal operations and Lessor does not provide to Lessee within ten days after the casualty occurs a suitable temporary relocation site for Lossee's Facility pending repair and restoration of the Promises. vli) If. in the opivlon of T.essea, a title report shows auy defects of title or any liens or encumbrances that may adversely affect Lessee's use of the Premises, (b) This Lease may be terminated by Lessor if (i) Lessee commits a default under this Lease and fails to'cure such default within (A) ten business days after Lessea received written notice of the default where the default is a failure to pay rent when due, or (B) 30 days after Lessee received written notice of any other default and falls to cure such default provided that if the period to cure takes longer than 30 days and. Lessee commences to care the default within the 30 -day notice period, then Lessee shall have me such additional time as shall be reasonably necessary to diligently effect a complete core; or (if) The Premises or Lessor's Property is wholly or partially damaged or destroyed, Lessor intends to effect repair but cannot practicably do so while Lessee remains in possession of the Promises, the reasonably estimated time, to effect repair will exceed 90 days and Lessor and Lessee are unable to identify a temporary site pursuant to Section 9(b). (iii) Lessor determines, in its sole discretion, to use Lessor's Property in a manner that is incompatible with Lessee's Facility following 180 days prior written notice to Lessee; provided, however, that Lessor sball first use reasonable efforts to locate an alternate site within Lessor's property or on property owned by Lessor that is in the vicinity of Lessor's Property that is satisfactory to Lessee for relocation of Lessee's Facility; and further provided that Lessor may not terminate this Lease in accordance with this Section 8(b)(iii) during the initial Term of this Lease. (c) Upon termination, neither party shall have any further rights, obligations or liabilities to the other except: (i) with respect to provisions of this Lease which by their sense and context survive termination; (ii) where termination is by reason of breach or default of the other party; and (ill) with respect to the rights and remedies of the parties relating to the period prior to termination. 9. Destruction of Premises. (a) Except for damage or destruction caused by acts or omissions of Lessee, if the Premises or Lessor's Property is damaged or destroyed, as mutually agreed to by the parties, so as to hinder Lessee's or Cox L.P,'s normal operations, Annual Rent shall abate in full from the date such damage or destruction occurs until Lessee is able to commence normal operations. (b) If Lessee or Cox L.P.'s normal operations are hindered due to damage or destruction of the Premises or Lessor's Property caused by the sole acts or omissions of Lessor or by an act of God, Lessor shall use reasonable efforts to identify and make available to Lessee, within ten days following the damage or destruction, a temporary site on Lessor's Property (or on other property Lessor owns or controls in the vicinity) which in Lessee's judgment is equally suitable for Lessee's intended uses. Lessee may construct and operate A suitable mobile/wireless communications facility thereon until the Premises are My repaired and available to Lessee for reinstallation of Lessee's Facility. (c) Lessor and Lessee waive any statutory rights to terminate this Lease on account of damage or destruction. v5�/, Sprint Site # 0054XC419-A 10. Title to and Removal of Lessee's Facility. Title to Lessee's Facility and any equipment placed on the Premises by Lessee shall behold solely by Lessee or Cox L.P. All of Lessee's Facility shall remain the Pascual property of Lossee or Cox L.P. and shall not be treated as real property or become apart of Lessor's Property even though affixed thereto. Lessee has the right and obligation at its sole expense to remove all of Lessee's Facility on or before the expiration of this Lease or within sixty (60) days after any earlier termination of this Lease, including the removal of underground installation and/or support footings or pads. Lessee shall repair any damage to Lessor's Property caused by such removal or by any acts or omissions of Lessee during the Toms, all Renewal Terms and any Annual Term of this Lease and Lessee shall restore the Premises to good condition, less ordinary wear and tear, 11. rusuratte . During the Term and any Renewal Term, and thereafter until the removals required under Section 10 are complete, and prior to the Commencement Date if lessee enters Lessor's Property under Section 5(a), Lessee shall maintain, at its expensecomprehensive commercial general liability,_pertydamage and automobile liability (covering vehicles owned and hired by Lessee) insurance, naming Lessor as an additional insured, providing coverage of $1,000,000 per occurrence for bodily injury and property damage. Endorsements on the policies of insurance required by this Section 11 shall contain the following provisions: (a) Lessor and its elected and appointed boards, members, officers, agents and employees shall be named as additional insureds; (h) The policy of insurance shall not terminate, nor shall it be cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to Lessor; and (e) Any other insurance maintained by Lessor shall be in excess and shall not be contributing with respect to the insurance provided by this policy, 12. Indemnification: Waiver of Subrogation. (a) Lessee shall indemnify, defend, protect and hold harmless Lessor, its elected officials, ofifcors, members, agents and employees from and against (i) any claim, cause of action, demand, injury, damage, liability, loss, cost or expense (including but not limited to reasonable attorneys' fees) to the extent arising out of or resulting from the use or occupancy of the Premises by Lessee or its employees, agents, contractors, subcontractors, subtenants or invitees or the condition or operation of Lessee's Facility, and (if) any mechanic's or materialman's liens filed in connection with any work done on the Premises or Lessor's Property by or at the request or direction of Lessee. Lessee shall, following request by Lessor, cause any such mechanic's or materfaiman's liens to be, released by posting an appropriate release bond therefore. (b) Notwithstanding any contrary provision of this Lease, each party hereby waives any light to recover hom the other party or other party's partners, members, managers, affiliates, agents and employees any loss or damage resulting from any cause or hazard to the extent the loss or damage is covered by property insurance carried by the party suffering loss or damage, including any loss or damage resulting from of the use of any property and provided that at the time of loss the property insurers for both parties have waived rights of subrogation These waivers shall apply between the patties and to any property insurer claiming under or through either party as a result of any asserted right of subrogation, unless any property insurer has not waived its right of subrogation (in which case these waivers shall have no effect). Lessor and Lessee each shall use diligent efforts to cause its respective property insurer to include in the insurance policy an endorsement or clause waiving the insurer's rights of subrogation against Lessee and Lessor, respectively. 13. Assignment. Lessee will not ossiga or transfer this Agreement or sublet all or any portion of the Site without the prior written consent of Lessor, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, Lessee shall have the right to sublease or assign its rights under this Agreement to any of its subsidiaries, affiliates or successor legal entities or to any entity acquiring substantially all of the assets of Lessee, with notice to Lessor. 14, Title and OulotEnJoyment, (a) Lessor warrants that (i) it owns good sufficient title to and interest in Lessor's Property, (fi) there are no liens, encumbrances, covenants, restrictions or judgments affecting Lessor's Property which impede or adversely affect Lessee's intended use of the Premises, (fit) Lessor has fall right, power and authority to execute; 5 Inita6 "---�'7_ fy�j— Sprint Site # 0054XC418-A deliver and perform this Lease and (iv) so long as Lessee is not in material default under this Lease, Lessee shall have undisturbed, quiet and peaceful use and enjoyment of the Premises throughout the Term and any Renewal Term (b) Lessor shall use. its best efforts to obtain from each holder of a ground or underlying lease, mortgage,, land contract, deed of trust or other existing lien rights affecting the Premises with priority over this Lease, a recordable agreement, in form reasonably acceptable to Lessee, to recognize and not disturb this Lease and Lessee's right to possession, use and enjoyment hereunder so long as Lessee is not in defaulk At the option of Lessor, this.Lease maybe subordinated to any future ground or underlying lease, mortgage, deed of bust or lien affecting the Premises, and to any renewal, modification or replacement thereof, provided that the holder thereof executes and delivers a recordable non -disturbance agreement in form reasonably acceptable to Lessee. (C Pursuant to Section 8 02 of the Master Lease Lessee on Lessor's b half, shall obtain written consent from the Authority for this Lease. rn addition, Lessee shall famish the Authority and Trustee under the Master Lease with a written opinion of nationally -recognized bond counsel, which shall be an independent counsel, stating that this Lease is permitted by the Master Lease and Indenture, and will not cause the interest on the bonds to become included in gross income for federal tax purposes. 15. Envlronmental. Lessor represents that to the best of its knowledge the Premises have not been used for the generation, storage, treatment, or disposal of hazardous materials. In addition, Lessor represents that to the best of its knowledge no hazardous materials, or underground storage tanks are located on or near the Promises. Notwithstanding any other provision of this Lease, Lessee relios upon the representations stated herein as a material inducement for entering into this Lease. Lessee shall not bring any Hazardous Materials onto the Premises except for those contained in its back-up power batteries (e.g, lead -acid batteries) and properly stored, reasonable quantities of common materials used in telecommunications operations (e.g. cleaning solvents). Lessee shall handle, store and dispose of all Hazardous Materials it brings onto the Premises in accordance with all federal, state and local laws and regulations, "Hazardous Materials" means any substance, chemical, pollutant or waste that is presently identified as hazardous, toxic or dangerous under any applicable federal, state or local law or regulation and specifically includes but is not limited to asbestos. containing materials, polychlorinated biphenyl's (PCBs) and petroleum or other fuels (including crude oil or any fraction or derivative thereof). 16. Litication. In the event that litigation is brought by any party in connection with this Lease, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including attorney's fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof This Lease shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court competent jurisdiction located in Orange County, California. 17. Miscellaneous, (a) If any provision of this Lease, the deletion or modification of which would not adversely affect the receipt of any material benefit by either party, is declared by a court of competent jurisdiction (or by an arbitrator) to be invalid or unenforceable, then the remainder of this Lease shall not be affected thereby and shall continue to be valid and enforceable to the f allest extent permitted by law. In lieu of each provision of this Lease that is invalid or unenforceable, there shall be added as part of this Lease an enforceable provision as similar in farms to such invalid or unenforceable provision as possible. (b) This Lease shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. (c) Any notice or demand required herein shall be given personally, by certified or registered mail, postage prepaid, return receipt requested, by confirmed fax, or by reliable overnight courier to the address of the respective parties set forth on the signature page, Any notice served personally shall be deemed delivered upon receipt, served by facsimile transmission shall be deemed delivered on the data of receipt as shown on the received facsimile, and served by certified or registered mail or by reliable overnight courier shall be deemed delivered on the date of receipt as shown on the addressee's registry or certification of receipt or on the date receipt is refused as shown on the records or manifest of the U.S. Postal Service or such courier. Lessor or Lessee may from time to time designate say other address for this purpose by written notice to the other party. 6 Initials:, Sprint Sitc N 0054XC419-A (d) Where either Lessor or Lessee is required to obtain the consent or approval of the other party, such consent shall not be unreasonably withheld or delayed and each party will attempt to respond within twenty (20) business days of submitting a written request for consent or approval unless otherwise specified herein. (e) This Lease shall be governed, construed and interpreted tinder to laws of the State of California. This Lease shall be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against either party. This Lease shall not be integrated or construed against the party preparing it. (Q in the event of any dispute or legal proceeding between the parties arising out of or relating to this Lease or its breach, the prevailing party shall be entitled to recover from the non -prevailing party all fees, costs and expenses, including but not limited to attorneys' and expert witness fees, incurred in connection with such dispute or legal proceeding, any counterclaims or cross-complaints, any action to confirm, correct or vacate an arbitration gmd, a da xproc�ii ablishandre�ossLuchfostsa d�7sgenses,In&1tc71aaXcwllM-thAsnutt. or arbitrator determines reasonable. Any party entering a voluntary dismissal of any legal proceeding without the consent of the opposing party is such proceeding shall be deemed the non -prevailing party. (g) Terms and conditions of this Lease which by their sense and context survive the termination, cancollation or expiration of this Lease will so survive. (h) Each person executing this Lease for either Lessee or Lessor represents and warrants, for himself or herself and for the party for which the person purports to act, that such person is authorized to execute the Lease on behalf of suehparty, that such person is acting within the scope of such person's authority, and that all necessary action has been taken to give such party the authority, and the party has the authority, to enter into this Lease and to be bound by the terms of this Tease: (i) Time is of the essence of this Lease. (j) Concurrently with execution of this Lease, Lessor and Lessee shall execute and acknowledge before a notary public a Memorandum of Lease in the form attached to this Lease as Attachment 4, which shall reflect the terms provisions and conditions of this Lease. Lessee at its expense mayrecord the Memorandum of Lease in the real property records for the County in which Lessor's Property is located, subject to the approval of Lessor's City Council. (k) This Lease including all attachments constitutes the entire agreement and understanding between the parties, and supersedes all offers, negotiations and other leases and agreements, written or oral, concemiarg the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease shall effective if in writing and executed by both parties. [Signature page follows) Initials; Sprint Site # d6S4xc418.A LESSOR CITY Or COSTA MRSA, COX RCS ASSETS, L.L.C., A municipal corpor?atiin� — a Delaware limited liability company By�-7 c G %� `'�Jc_ _ By: Lb'" -r .- Name: CoWR �J Name: SpsiabSpecttt�tn3 i' - Title: M> UR, Title: Diana Bates Data: J'i,lu_g_I T br, ( Address: Site Development manager S.S./TaxNo.: Address: Phone: Fax: APN: APPROVED AS TO FOR B_Y: .� J jexe CITY ATTORNEY'S ICE CITY OF COSTA MESA 8 i Attachment 2 r 61. - ASSOCIATION OF CALIFORNIA CITIES ORANGE COUNTY eHUB Research Title: Cell Site Leases and Co -Location 7/25/16 Requester: City of Costa Mesa ACC -OC Staff: Brandon Wong Last Revised: 7/25/16 r IW,&)i Ai ASSOCIATION OF CALIFORNIA CITIES ORANGE COUNTY eHUB Research Title: Cell Site Leases and Co -Location 7/25/16 Background: This survey was conducted by ACC -OC on behalf of the City of Costa Mesa to help determine what Orange County cities are currently doing, if anything, to address the issue of co -location of telecommunications equipment on cell sites leased on city property. Co -location is the phenomenon wherein a telecommunications company places its hardware onto the tower of a competing telecom company, thereby allowing the former to pay fees to the latter instead of erecting its own infrastructure. This also has potential consequences for city revenue, as co -locating telecom companies may not pay fees to cities even though they are located on cell towers located on city property. ACC -OC Summary: Response to ACC -OC survey regarding Cell Site Leases and Co -location was limited with a total of 10 cities responding. The cities of Aliso Viejo, Brea, Buena Park, La Palma, Laguna Hills, Lake Forest, Newport Beach, San Clemente, Stanton, and Villa Park. The City of Laguna Niguel submitted an incomplete response and was removed from the final report. Accompanying Documents (Provided Separately): • Brea - Verizon Communications & Facilities Lease 2002—Gateway o Generic document setting forth that co-location/subleasing may be approved with consent of the City. Brea has not indicated that it does not have experience with co -location or collecting any kind of co -location. • Buena Park - AT&T.BELLIS o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • Buena Park — Cell Site Leases (amended) o A chart comparing the City's four cell towers on public property. • Buena Park - ROYAL ST HORVATH SBA.BELLIS o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • Buena Park - SPRINT NEXTEL.BELLIS o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • Buena Park - SPRINT NEXTEL.PEAK THE ONLINE RESOURCE Asso6ATiONOFCALIFORNIA CITIES FOR GOOD PUBLIC POLICY ORANGE COUNTY 2 o Original contract between the City and Sprint amended to include Clear Wireless, LLC as a co -locating subtenant. Rent was increased by $2,000 monthly, suggesting Clear Wireless was charged that amount. • La Palma - 1996 Lease Agreement — Nextel o Generic document setting forth that co-location/subleasing may be approved with consent of the City. The City does not currently have a co -location agreement with any carrier. • La Palma - 877988 Lease Agreement o Generic document setting forth that co-location/subleasing may be approved with consent of the City. The City does not currently have a co -location agreement with any carrier. • Laguna Hills - License Agreement o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • Lake Forest - Comm Site License Agreement with Newpath Networks o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • Lake Forest - Communications Site License Agreement o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • Lake Forest - Crown Castle Comm Site License Agreement o A resolution approving a License Agreement between the City and Crown Castle. • Lake Forest - 3_5_13 Agenda Item o An agenda item giving background on a contract between the City and Crown Castle for a Communications Site. • Newport Beach - Sprint -101 W Coast Hwy_Telecom License Agreement (streetlight)_07142005 o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • Newport Beach - Sprint -4500 San Joaquin Hills_ Communication Site Lease_11072003 o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • Newport Beach - T -Mobile -Irvine Ave _Lease Agree ment_10272008 o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • Newport Beach - T-Mobile-Superior_Lease Agree ment_04022007 o Generic document setting forth that co-location/subleasing may be approved with consent of the City. • San Clemente — Master FACILITY LEASE AGREEMENT o A generic document drafted by the City to potential lessees that stipulates some terms for co -location, but not explicit language surrounding fees. • Stanton - Contract (Crown Castle) o Generic document setting forth that co-location/subleasing may be approved with consent of the City. Stanton requires City approval for co -location, but none has occurred on city property. THE ONLINE RESOURCE nssocinTION OF CALIFORNIA FOR GOOD PUBLIC POLICY ORANGE COUNTY 3 Table of Contents Responsesfrom Survey.................................................................................................................................5 Survey Respondents and Relevant Staff.......................................................................................................8 IIit L)NLINE KLNUUKUt ASSOCIATION OF CALIFOKNIA CITIES FOR GOOD PUBLIC POLICY ORANGE COUNTY 4 Responses from Survey Has your city negotiated a lease agreement with a telecommunications company/cell carrier for a cell tower (site) on public property? (Please see lease agreements) Answer Options Response Response Percent Count Yes 80.0% 8 No 20.0% 2 answered question 10 skipped question 0 • Yes o Buena Park o Lake Forest o La Palma o Newport Beach o Laguna Hills o San Clemente o Brea o Stanton • No o Aliso Viejo o Villa Park Has your city had any experience with co -locating, the practice wherein different cell phone carriers opt to place their hardware onto another carrier's existing infrastructure? Answer Options Response Percent Response Count Yes 30.0% 3 No 20.0% 2 Other (please specify) 30.0% 3 answered question 8 skipped question 2 • Yes o Buena Park o Lake Forest • No o Brea • Other o Stanton o La Palma o San Clemente o Newport Beach o Laguna Hills I Iit UNLINE KLNUUKUt AsSOCIATIONOFCALIFORMACMEs FOR GOOD PUBLIC POLICY ORANGE COUNTY 5 • La Palma: Not yet. • Laguna Hills: Not on public property. But we have on macro sites on private property. • Stanton: On the cell site that the City leases, we have not had an instance of co -location. However, for other sites on private property throughout the City, co -location has been done, at which point the City requires application fees. Does your city currently charge a fee to or collect revenue from the co -locating carriers? Answer Options Response Percent Response Count Yes 30.0% 3 No 30.0% 3 answered question 6 skipped question 4 • Yes o Buena Park o Lake Forest • No o La Palma o Laguna Hills o San Clemente o Stanton • Buena Park: See "Buena Park — Cell Site Leases (amended)" document. • Lake Forest: See below comment. • San Clemente (per a phone conversation with Tom Rendina): Three factors help us determine a price for co -location, and that is the size of the footprint, volume of equipment in the enclosure, and the volume of the equipment on the tower. We typically collect 50% of whatever the lessee charges, and a 3 -way monopole in the City runs about $2,500/month. Please call for specifics. Is there any additional information or comments that you would like to add? Answer Options Response Percent Response Count Open Response 30.0% 3 answered question 3 skipped question 7 • Brea: One thing I did not put into the survey, but that I've noticed is that in most cases the cell companies are incredibly slow in approving amendments to the agreement, which happens IHE ONLINE RESOURCE AssocATIONOFCALIFORMACMEs FOR GOOD PUBLIC POLICY ORANGE COUNTY 11 from time to time when they want to update their equipment. There always seems to be lots of stops and starts and changing of contracted staff working on the agreements. Which means it is time consuming for city staff and often not productive. Hope that helps .... good luck with your survey. Laguna Hills: Our lease agreements have actually been through site licensing agreements where SCE, the city, and the carrier have been the parties to the agreement. We have not executed a lease that was only between the city and a carrier Lake Forest: There is not set "fee" or price for the negotiated term. Generally, the offer made by the wireless carrier is low, but there appears to be a lack of consensus regarding a fair market value for this agreement. Currently, the City is reviewing offers for Small Cell Sites from Verizon Wireless. THE ONLINE RESOURCE asso6TATION OF CALIFORNIA FOR GOOD PUBLIC POLICY ORANGE COUNTY 7 Survey Respondents and Relevant City Staff City Name Title Department Email Address Phone 949 - Omar 425 - Aliso Viejo Dadabhoy Planning Director Planning odadabhoy@cityofalisoviejo.com 2527 Economic 714 - Kathie Development Economic 671 - Brea DeRobbio Manager Development KATHIED@ci.brea.ca.us 4403 714 - Planning Community 562 - Buena Park rg Manager Development jsaltzberg@buenapark.com 3615 Community 714 - Douglas Development Community 690 - La Palma Dumhart Director Development Douglasd@cityoflapalma.org 3322 Community 949 - Laguna David Development Community 707 - Hills Chantarangsu Director Development dchantarangsu@lagunahillsca.gov 2675 949 - Carlo Assistant to the City Manager's 461 - Lake Forest Tomaino City Manager Office ctomaino@lakeforestca.gov 3537 Contract Real 949 - Newport Melissa Property Community 644 - Beach Gordon Assistant Development mgordon@newportbeachca.gov 3206 Finance & 949 - San Business Services Administrative 361 - Clemente Tom Rendina Officer Services rendinat@san-clemente.org 8312 Community 714 - Development Community 890 - Stanton Kelly Hart Director Development Khart@ci.stanton.ca.us 4213 714- Jarad 998 - Villa Park Hildenbrand City Manager Administration jarad@villapark.org 1500 THE ONLINE RESOURCE Asso6MT[ONOFCALIFORNFACMES FOR GOOD PUBLIC POLICY ORANGE COUNTY Attachment 3 FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT THIS FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT (this "First Amendment") is entered into this day of , 2017, by and between the CITY OF COSTA MESA, a municipal corporation, with a mailing address of 77 Fair Drive, Costa Mesa, California 92626 (hereinafter referred to as "Lessor") and STC ONE LLC, a Delaware limited liability company, registered in California as TOWER COMPANY ONE LLC, by and through GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware limited liability company, its attorney in fact, with a mailing address of 2000 Corporate Drive, Canonsburg, Pennsylvania 15317, (collectively referred to as "Lessee"). RECITALS WHEREAS, Lessor and Cox PCS Assets, L.L.C., a Delaware limited liability company ("Original Lessee") previously entered into that certain Communications Site Lease Agreement dated July 16, 2001 (the "Lease") through which Original Lessee leased a portion of real property, together with access and utility easements, located in Orange County, California from Lessor (the "Premises"), all located within certain real property owned by Lessor ("Lessor's Property"); and WHEREAS, the Premises may be used for the purpose of providing communication services through a monopine structure, including but not limited to the transmission and reception of radio communication signals on various frequencies and the right to install, construct, operate, maintain, repair, replace and secure Lessee's Facility; and WHEREAS, per the terms of the Lease, the Initial Term of the Lease commenced on October 1, 2001, and expired on September 30, 2006.; and WHEREAS, the Lease provides for two (2) automatic renewals of five (5) years each. According to the Lease, the final automatic extension expired on September 30, 2016. The Lease may be extended for two (2) additional terms of five (5) years each upon approval of Lessor's City Council; and Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 1 Crown's Site Name: Golf Course; Business Unit #: 879060 WHEREAS, the parties desire to replace the City Council's approval of such renewal terms with automatic renewal terms; and WHEREAS, since October 1, 2016, Lessor and Lessee have continued to perform under the terms of the Lease; and WHEREAS, Lessor and Lessee desire to amend the Lease on the terms and conditions contained herein; and WHEREAS, STC One LLC, which is registered in California as Tower Company One LLC, is the current lessee under the Lease as ultimate successor in interest to Original Lessee. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Lessor and Lessee agree as follows: 1. Recitals; Defined Terms. The parties acknowledge the accuracy of the foregoing recitals. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Lease. 2. Term. Paragraph 3 of the Lease is hereby deleted in its entirety and the following is inserted in its place: (a) Initial Term. The initial term of this Lease ("Initial Term") shall be five (5) years commencing on October 1, 2001 (the "Commencement Date") and expiring on September 30, 2006. (b) Renewal Term. Lessee shall have the right to extend this Lease for seven (7) additional five (5) year terms (each a "Renewal Term"). This Lease shall automatically renew for each successive Renewal Term unless Lessee notifies Lessor in writing of Lessee's intention not to renew this Lease at least ninety (90) days prior to the expiration date of the then -existing Initial Term or Renewal Term. The Initial Term and any Renewal Term shall be collectively referred to as the "Term". If Lessee shall remain in possession of the Premises at the final expiration of this Lease, such tenancy shall be deemed a month-to- month tenancy under the same terms and conditions of this Lease. (c) Appraisal Option. (i) Prior to the commencement of the fourth (4th) Renewal Term and every Renewal Term thereafter, Lessor shall have the option to obtain an independent valuation of the Premises to determine an appropriate Annual Rent (the "Appraisal Option"). In the event Lessor exercises the Appraisal Option, an Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 2 Crown's Site Name: Golf Course; Business Unit #: 879060 2041. appraisal of the Premises shall be made by a duly licensed independent real estate appraiser selected by mutual consent of the parties. In the event the parties cannot reach agreement upon the selection of a mutually acceptable appraiser, within fifteen (15) days, then Lessor and Lessee shall within fifteen (15) days thereafter, each select an appraiser who in turn will select a third independent appraiser who will be employed to make the appraisal. In the event that the two (2) selected appraisers fail to mutually select at third appraiser within fifteen (15) days, then the third appraiser shall be promptly determined in accordance with the rules of the American Arbitration Association and shall deliver the written appraised value to both parties no later than seven (7) months prior to the commencement of the following Renewal Term. Lessor and Lessee will share equally in the cost of the appraisal. Lessor may, in its discretion, elect to make use of the appraised value as the new Annual Rent, effective as of the commencement of the applicable Renewal Term, by providing notice to Lessee at least six (6) months prior to the commencement of such Renewal Term, which shall be in lieu of any rent increase scheduled to occur on the same date. In no event shall the Annual Rent increase more than twenty percent (20%) of the Annual Rent amount for the previous year. The Annual Rent shall be increased annually thereafter in accordance with this Lease. (ii) In the event Lessor does not elect to make use of the appraised value as the new Annual Rent, the Annual Rent shall continue to be increased annually pursuant to this Lease. (d) Maximum Term. Notwithstanding any contrary provisions in this Lease, in no event shall the Term this Lease exceed a total of forty-eight (48) years. Lessor and Lessee hereby acknowledge that the final extension expires on September 30, 3. Conditional Signing Bonus. onus. Lessee will pay to Lessor a one-time amount of Nine Thousand Six Hundred Twenty -Four Dollars and 28/100 Dollars ($9,624.28) for the full execution of this First Amendment (the "Conditional Signing Bonus"). Lessee will pay to Lessor the Conditional Signing Bonus within sixty (60) days of the full execution of this First Amendment. In the event that this First Amendment (and any applicable memorandum) is not fully executed by both Lessor and Lessee for any reason, Lessee shall have no obligation to pay the Conditional Signing Bonus to Lessor. 4. Annual Rent. Paragraph 4 of the Lease is hereby amended as follows: (a) Rent. On October 1, 2017, the Annual Rent shall increase to Thirty -Seven Thousand and 00/100 Dollars ($37,000.00) per year (equal to Three Thousand Eighty -Three and 33/100 Dollars ($3,083.33) per month). Following such increase, the Annual Rent shall continue to adjust pursuant to the terms of this Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa Crown's Site Name: Golf Course; Business Unit #: 879060 Lease. This rent increase replaces and is in lieu of the regular rent increase scheduled to occur pursuant to this Lease on the same date. (b) Rent Escalations. Commencing on October 1, 2021, and on the anniversary of that date each year thereafter, the Annual Rent shall increase by an amount equal to three percent (3%) of the Annual Rent in effect for the immediately preceding year. Such rent escalations shall replace and be in lieu of any rent escalations scheduled to occur pursuant to this Lease on or after October 1, 2021. 5. Termination. Paragraph 8(b)(iii) of the Lease is hereby deleted in its entirety and the following is inserted in its place: (iii) Lessor determines, in its sole discretion, to use Lessor's Property, in a manner that is incompatible with Lessee's Facility following one hundred eighty (180) days' prior written notice to Lessee, provided, however, that Lessor shall first use reasonable efforts to locate an alternate site within Lessor's Property or on property owned by Lessor that is in the vicinity of Lessor's Property that is satisfactory to Lessee for relocation of Lessee's Facility. 6. Additional Premises and Revenue Share. For no additional consideration except as provided herein, Lessor grants to Lessee an additional two hundred (200) square feet of real property adjacent to the existing Premises at the location depicted in Attachment 2-A attached hereto and incorporated by this reference (the "Additional Premises") on the same terms and conditions set forth in the Lease. Attachment 2-A attached hereto, which depicts the Premises and Lessee's Facility, hereby replaces Attachment 2 of the Lease and all references to the Premises shall hereafter include the Additional Premises. (a) Future Sublessee. If Lessee enters into any future sublease, license or grants a similar right of use or occupancy in the Additional Premises to an unaffiliated third party who is not an existing sublessee on the date of this First Amendment (each an "Additional Premises Future Sublessee"), Lessee agrees to pay to Lessor a monthly fee for such Additional Premises Future Sublessee equal to the greater of. (i) One Thousand and 00/100 Dollars ($1,000.00) or (ii) thirty- five percent (35%) of the rental, license or similar payments actually received by Lessee from such Additional Premises Future Sublessee occupying the Additional Premises (excluding any reimbursement of taxes, construction costs, installation costs, revenue share reimbursement or other expenses incurred by Lessee) (the "Additional Premises Revenue Share"), within thirty (30) days after receipt of said payments by Lessee. No other consideration for the use of the Additional Premises shall be paid to Lessor while the Additional Premises are occupied by an Additional Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 4 Crown's Site Name: Golf Course; Business Unit #: 879060 Premises Future Sublessee. Lessee shall have no obligation for payment to Lessor of such share of rental, license or similar payments if not actually received by Lessee. Non-payment of such rental, license or other similar payment by an Additional Premises Future Sublessee shall not be an event of default under the Lease. Lessee shall have sole discretion as to whether, and on what terms, to sublease, license or otherwise allow occupancy of the Additional Premises and there shall be no express or implied obligation for Lessee to do so. Lessee shall comply with all applicable laws, including Costa Mesa's Municipal Code. Notwithstanding the foregoing, any collocated equipment that is installed without permission from Lessor is a material breach of the lease. Lessor acknowledges that Lessor shall have no recourse against Lessee as a result of the failure of payment or other obligation by an Additional Premises Future Sublessee. Notwithstanding anything in this paragraph to the contrary, the parties agree and acknowledge that revenue derived from sublessees and any successors and/or assignees of such sublessees who commenced and terminated use of and/or sublease the Premises prior to execution of this First Amendment shall be expressly excluded from the Additional Premises Revenue Share and Lessor shall have no right to receive any portion of such revenue, including Sprint and AT&T. (b) Existing Sublessee. If Lessee elects to accommodate the equipment of an existing sublessee on the Premises prior to the date of this First Amendment ("Additional Premises Existing Sublessee") in the Additional Premises, Lessee shall pay the same rent per square foot for the Additional Premises as the rent paid per square foot by Lessee for the existing Premises (the "Additional Premises Rent"). The Additional Premises Rent shall increase in the same manner as the rent increases for the existing Premises. (c) No Additional Premises Revenue Share or Additional Premises Rent will be paid in the event that an Additional Premises Future Sublessee or Additional Premises Existing Sublessee, respectively, is no longer collocated on the Additional Premises and Lessee shall provide to Lessor notice of same. (d) In the event Lessee elects to utilize the Additional Premises, Lessee shall (1) remove a pine tree located in the Additional Premises, (2) construct a wall that is adjacent to the Lessor's perimeter wall, and (3) cover the wall with ivy, in accordance with the proposed scope of work ("Work") attached hereto as Exhibit "A", and provided such Work is approved by the appropriate permitting and/or zoning agency governing the Premises. Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 5 Crown's Site Name: Golf Course; Business Unit #: 879060 7. Maintenance Inspection. Lessee shall inspect the Premises not less than once quarterly per year for the purpose of maintaining the Premises in good condition, ordinary wear and tear excepted, or upon receipt of Lessor's written notice in the event Lessor reasonably determines that maintenance of the Premises is necessary. Lessee shall promptly conduct such maintenance or repair within thirty (30) days of its inspection or receipt of Lessor's written notice, or as soon thereafter as is reasonably practicable. 8. Assignment and Sublease. Paragraph 13 of the Lease is hereby deleted in its entirety and the following is inserted in its place: Lessee will not assign this Lease without prior written consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Lessee shall have the right to assign its rights under this Lease to its subsidiaries, affiliates or successor legal entities or to any entity acquiring all or substantially all of the assets of Lessee upon notice to Lessor and without Lessor's consent. Notwithstanding the foregoing, Lessee shall have the right to sublease or license use of the Premises without the consent or approval of Lessor. Lessee shall provide written notice to Lessor within sixty (60) days after such sublease or license is fully executed. 9. Modification. The second sentence of Paragraph 2(a) of the Lease, and only that sentence, is hereby deleted in its entirety and the following is inserted in its place: Such use includes Lessee's right to install, construct, operate, maintain, repair, replace and secure Lessee's Facility upon Lessor's consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lessee may make "like -for -like" or substantially similar modifications, alterations or replacements within the Premises without Lessor's consent. 10. Insurance. Paragraph 11 of the Lease is hereby deleted in its entirety and the following is inserted in its place: (a) During the Term, at its own cost and expense, Lessee shall maintain the following insurance: (i) Commercial General Liability with limits of $5,000,000.00 combined single limit coverage per occurrence for bodily injury (including death) or property damage and $5,000,000.00 general aggregate arising out of wrongful or negligent acts by Lessee, its officers, employees or Lessee's use, occupancy and operations on the Premises. The limits required may be met by a combination of primary and excess or umbrella insurance; (ii) Commercial Automobile Liability with a combined single limit of $1,000,000.00 per accident for bodily injury and property damage covering owned, hired and non -owned automobiles; Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 6 Crown's Site Name: Golf Course; Business Unit #: 879060 (iii) Workers' Compensation as required by law; and Employer's Liability with limits of $1,000,000.00 each accident/disease/policy limit; and (b) Lessee shall include Lessor as an additional insured as their interest may appear under this Lease on the Commercial General Liability and Commercial Automobile Liability policies and shall file certificates of insurance and blanket additional insured endorsements with Lessor on the effective date of this Lease, which shall be subject to the reasonable approval of Lessor, and to thereafter maintain current certificates and blanket additional insured endorsements on file with Lessor as follows: (i) Commercial General Liability, Commercial Automobile Liability Policies. 1. Lessor, its officers, officials, employees and volunteers shall be included as an additional insured as their interest may appear under this Lease. 2. Lessee's insurance coverage shall be primary insurance and non- contributory with any insurance or program of self-insurance maintained by Lessor. 3. Any failure of Lessee to comply with reporting provisions of the policies shall not affect coverage provided to Lessor, its officers, officials, employees or volunteers. 4. Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (ii) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against Lessor under workers' compensation insurance required to be maintained by Lessee. (iii) Coverages. Upon receipt of notice from its insurer, Lessee will use its best effort to provide Lessor with thirty (30) days' prior written notice of cancellation (except for nonpayment for which ten (10) days' notice is required), suspension, or reduction in coverage. 11. Miscellaneous. Paragraph 17 of the Lease is amended to include the following subsections to read as follows: (1) Bankruptcy. (i) Lessor and Lessee hereby expressly agree and acknowledge that it is the intention of both parties that in the event that during the term of this Lease if Lessee shall become a debtor in any voluntary or involuntary bankruptcy proceeding under the United States Bankruptcy Code, 11 U.S.C. 101, et seq. (the "Code"), this Lease is and shall be treated for all purposes and considered for all intents as an unexpired lease of nonresidential real property for purposes of Section 365 of the Code, 11 U.S.C. 365 (as may be amended), and, accordingly, shall be subject to the provisions of subsections (d)(3) and (d)(4) of said Section 365 (as may be amended). Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 7 Crown's Site Name: Golf Course; Business Unit #: 879060 (ii) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, 11 USC Sections 101, et seq., shall be deemed without further act to have assumed all of the obligations of Lessee arising under this Lease both before and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption. Any monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid to Lessor, shall be the exclusive property of Lessor, and shall not constitute property of the Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code. Any monies or other considerations constituting Lessor's property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid to Lessor. (m) Lessor's Cooperation. If requested by Lessee, Lessor will execute, at Lessee's sole cost and expense, all documents required by any governmental authority in connection with any development of, or construction on, the Premises, including documents necessary to petition the appropriate public bodies for certificates, permits, licenses and other approvals deemed necessary by Lessee in Lessee's absolute discretion to utilize the Premises for the purpose of constructing, maintaining and operating communications facilities, including without limitation, tower structures, antenna support structures, cabinets, meter boards, buildings, antennas, cables, equipment and uses incidental thereto. Lessor agrees to be named applicant if requested by Lessee. Lessor shall be entitled to no further consideration with respect to any of the foregoing matters. (n) Eminent Domain. If Lessor receives notice of a proposed taking by eminent domain of any part of the Premises or the easements, Lessor will notify Lessee of the proposed taking within five (5) days of receiving said notice and Lessee will have the option to: (i) declare this Lease null and void and thereafter neither party will have any liability or obligation hereunder; or (ii) remain in possession of that portion of the Leased Premises and easements that will not be taken, in which event there shall be an equitable adjustment in rent on account of the portion of the Leased Premises and easements so taken. With either option Lessee shall have the right to contest the taking and directly pursue an award. (o) Business Summary Report. Once per calendar year, Lessor may submit a written request to Lessee for a business summary report pertaining to Lessee's rent obligations for the prior twelve (12) month period, and Lessee shall provide such written accounting to Lessor within sixty (60) days after Lessee's receipt of such written request. Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 8 Crown's Site Name: Golf Course; Business Unit #: 879060 12. Ratification. a) Lessor and Lessee agree that Lessee is the current lessee under the Lease, the Lease is in full force and effect, as amended herein, and the Lease contains the entire agreement between Lessor and Lessee with respect to the Premises. b) Lessor agrees that any and all actions or inactions that have occurred or should have occurred prior to the date of this First Amendment are approved and ratified and that no known breaches or defaults exist as of the date of this First Amendment. C) Lessor represents and warrants that Lessor is duly authorized and has the full power, right and authority to enter into this First Amendment and to perform all of its obligations under the Lease as amended. 13. Notices. Lessee's notice address as stated in the Lease is amended as follows: LESSEE STC ONE LLC c/o Crown Castle USA Inc. Attn: Legal — Real Estate Dept. 2000 Corporate Drive Canonsburg, PA 15317 14. IRS Form W-9. Lessor agrees to provide Lessee with a completed IRS Form W-9, or its equivalent, upon execution of this First Amendment and at such other times as may be reasonably requested in writing by Lessee. If Lessor's Property is transferred, the succeeding lessor shall have a duty at the time of such transfer to provide Lessee 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 lessor. If Lessor fails to provide the IRS Form W-9 within thirty (30) days following Lessee's written request, Lessee may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent payments. 15. Remainder of Lease Unaffected. The parties hereto acknowledge that except as expressly modified hereby, the Lease remains unmodified and in full force and effect. In the event of any conflict or inconsistency between the terms of this First Amendment and the Lease, the terms of this First Amendment shall control. This First 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. The terms, covenants and provisions of this Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 9 Crown's Site Name: Golf Course; Business Unit #: 879060 First Amendment shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of Lessor and Lessee. 16. Entire Agreement. This First Amendment, together with the Lease constitutes the entire agreement between the parties and supersedes all prior negotiations, arrangements, representations and understandings, if any, made by or between the parties with respect to the subject matter hereof. [Execution Pages Follow] Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 10 Crown's Site Name: Golf Course; Business Unit #: 879060 This First Amendment is executed by Lessor as of the date first written above. ATTEST: By: Print Name: Title: APPROVED AS TO FORM: LIZA Print Name: Title: LESSOR: CITY OF COSTA MESA, a municipal corporation Print Name: Title: [Lessee Execution Page Follows] Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 1 1 Crown's Site Name: Golf Course; Business Unit #: 879060 This First Amendment is executed by Lessee as of the date first written above. LESSEE: STC ONE LLC, a Delaware limited liability company, registered in California as TOWER COMPANY ONE LLC By: GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware limited liability company Its: Attorney in Fact By: Print Name: Title: Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 12 Crown's Site Name: Golf Course; Business Unit #: 879060 Attachment 2-A (Depiction of the Premises and Lessee's Facility) EXISTING TOWER LEASE LEGAL DESCRIPTION A PORTION OF LOT A OF THE BANNING TRACT, IN THE RANCHO SANTIAGO DE SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF SAID TRACT, FILED IN ACTION NO. 6385, IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES, BEING AN ACTION FOR PARTITION ENTITLED HANCOCK BANNING, ET AL VS. MARY H. BANNING, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A PIPE IN HANDHOLE AT THE INTERSECTION OF THE NORTH LINE OF FAIRVIEW FARMS TRACT AND THE CENTERLINE OF HARBOR BOULEVARD, THENCE NORTH 79 DEGREES 55 MINUTES 40 SECONDS WEST A DISTANCE OF 4246.90 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 13 MINUTES 38 SECONDS WEST A DISTANCE OF 44.00 FEET TO A POINT; THENCE NORTH 00 DEGREES 46 MINUTES 22 SECONDS WEST A DISTANCE OF 10.40 FEET TO A POINT; THENCE NORTH 89 DEGREES 13 MINUTES 38 SECONDS EAST A DISTANCE OF 44.00 FEET TO A POINT; THENCE SOUTH 00 DEGREES 46 MINUTES 22 SECONDS EAST A DISTANCE OF 10.40 FEET TO THE POINT OF BEGINNING; SAID PARCEL CONTAINS 458 SQUARE FEET OR 0.0105 ACRES OF LAND MORE OR LESS. TOWER LEASE EXPANSION LEGAL DESCRIPTION A PORTION OF LOT A OF THE BANNING TRACT, IN THE RANCHO SANTIAGO DE SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF SAID TRACT, FILED IN ACTION NO. 6385, IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES, BEING AN ACTION FOR PARTITION ENTITLED HANCOCK BANNING, ET AL VS. MARY H. BANNING, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A PIPE IN HANDHOLE AT THE INTERSECTION OF THE NORTH LINE OF FAIRVIEW FARMS TRACT AND THE CENTERLINE OF HARBOR BOULEVARD, THENCE NORTH 79 DEGREES 55 MINUTES 40 SECONDS WEST A DISTANCE OF 4246.90 FEET TO A POINT; THENCE SOUTH 89 DEGREES 13 MINUTES 38 SECONDS WEST A DISTANCE OF 44.00 FEET TO THE POINT OF BEGINNING; Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 13 Crown's Site Name: Golf Course; Business Unit #: 879060 THENCE CONTINUING SOUTH 89 DEGREES 13 MINUTES 38 SECONDS WEST A DISTANCE OF 19.23 FEET TO A POINT; THENCE NORTH 00 DEGREES 46 MINUTES 22 SECONDS WEST A DISTANCE OF 10.40 FEET TO A POINT; THENCE NORTH 89 DEGREES 13 MINUTES 38 SECONDS EAST A DISTANCE OF 19.23 FEET TO A POINT; THENCE SOUTH 00 DEGREES 46 MINUTES 22 SECONDS EAST A DISTANCE OF 10.40 FEET TO THE POINT OF BEGINNING; SAID PARCEL CONTAINS 200 SQUARE FEET OR 0.0046 ACRES OF LAND MORE OR LESS. TOWER LEASE LEGAL DESCRIPTION A PORTION OF LOT A OF THE BANNING TRACT, IN THE RANCHO SANTIAGO DE SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF SAID TRACT, FILED IN ACTION NO. 6385, IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES, BEING AN ACTION FOR PARTITION ENTITLED HANCOCK BANNING, ET AL VS. MARY H. BANNING, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A PIPE IN HANDHOLE AT THE INTERSECTION OF THE NORTH LINE OF FAIRVIEW FARMS TRACT AND THE CENTERLINE OF HARBOR BOULEVARD, THENCE NORTH 79 DEGREES 55 MINUTES 40 SECONDS WEST A DISTANCE OF 4246.90 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 13 MINUTES 38 SECONDS WEST A DISTANCE OF 63.23 FEET TO A POINT; THENCE NORTH 00 DEGREES 46 MINUTES 22 SECONDS WEST A DISTANCE OF 10.40 FEET TO A POINT; THENCE NORTH 89 DEGREES 13 MINUTES 38 SECONDS EAST A DISTANCE OF 63.23 FEET TO A POINT; THENCE SOUTH 00 DEGREES 46 MINUTES 22 SECONDS EAST A DISTANCE OF 10.40 FEET TO THE POINT OF BEGINNING; SAID PARCEL CONTAINS 658 SQUARE FEET OR 0.0151 ACRES OF LAND MORE OR LESS. ACCESS & UTILITY EASEMENT LEGAL DESCRIPTION A PORTION OF LOT A OF THE BANNING TRACT, IN THE RANCHO SANTIAGO DE SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF SAID TRACT, FILED IN ACTION NO. 6385, IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES, BEING AN ACTION FOR PARTITION ENTITLED HANCOCK BANNING, ET AL VS. MARY H. BANNING, MORE PARTICULARLY DESCRIBED AS FOLLOWS: Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 14 Crown's Site Name: Golf Course; Business Unit #: 879060 COMMENCING AT A PIPE IN HANDHOLE AT THE INTERSECTION OF THE NORTH LINE OF FAIRVIEW FARMS TRACT AND THE CENTERLINE OF HARBOR BOULEVARD, THENCE NORTH 79 DEGREES 55 MINUTES 40 SECONDS WEST A DISTANCE OF 4246.90 FEET TO A POINT; THENCE NORTH 00 DEGREES 46 MINUTES 22 SECONDS WEST A DISTANCE OF 10.40 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 13 MINUTES 38 SECONDS WEST A DISTANCE OF 63.23 FEET TO A POINT; THENCE SOUTH 00 DEGREES 46 MINUTES 22 SECONDS EAST A DISTANCE OF 10.40 FEET TO A POINT; THENCE SOUTH 89 DEGREES 13 MINUTES 38 SECONDS WEST A DISTANCE OF 121.33 FEET TO A POINT; THENCE SOUTH 34 DEGREES 32 MINUTES 30 SECONDS EAST A DISTANCE OF 58.62 FEET TO A POINT; THENCE SOUTH 55 DEGREES 27 MINUTES 30 SECONDS WEST A DISTANCE OF 40.10 FEET TO A POINT ON THE EASTERLY PUBLIC RIGHT OF WAY OF PLACENTIA AVENUE; THENCE ALONG SAID RIGHT OF WAY, NORTH 34 DEGREES 32 MINUTES 30 SECONDS WEST A DISTANCE OF 12.00 FEET TO A POINT; THENCE DEPARTING SAID RIGHT OF WAY, NORTH 55 DEGREES 27 MINUTES 30 SECONDS EAST A DISTANCE OF 28.10 FEET TO A POINT; THENCE NORTH 34 DEGREES 32 MINUTES 30 SECONDS WEST A DISTANCE OF 69.08 FEET TO A POINT; THENCE NORTH 89 DEGREES 13 MINUTES 38 SECONDS EAST A DISTANCE OF 131.79 FEET TO A POINT; THENCE NORTH 00 DEGREES 46 MINUTES 22 SECONDS WEST A DISTANCE OF 10.40 FEET TO A POINT; THENCE NORTH 89 DEGREES 13 MINUTES 38 SECONDS EAST A DISTANCE OF 75.23 FEET TO A POINT; THENCE SOUTH 00 DEGREES 46 MINUTES 22 SECONDS EAST A DISTANCE OF 12.00 FEET THE POINT OF BEGINNING; SAID PARCEL CONTAINS 3,650 SQUARE FEET OR 0.0838 ACRES OF LAND MORE OR LESS. 5' UTILITY EASEMENT 1 LEGAL DESCRIPTION A PORTION OF LOT A OF THE BANNING TRACT, IN THE RANCHO SANTIAGO DE SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF SAID TRACT, FILED IN ACTION NO. 6385, IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES, BEING AN ACTION Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 15 Crown's Site Name: Golf Course; Business Unit #: 879060 FOR PARTITION ENTITLED HANCOCK BANNING, ET AL VS. MARY H. BANNING, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A PIPE IN HANDHOLE AT THE INTERSECTION OF THE NORTH LINE OF FAIRVIEW FARMS TRACT AND THE CENTERLINE OF HARBOR BOULEVARD, THENCE NORTH 79 DEGREES 55 MINUTES 40 SECONDS WEST A DISTANCE OF 4246.90 FEET TO A POINT; THENCE NORTH 00 DEGREES 46 MINUTES 22 SECONDS WEST A DISTANCE OF 22.40 FEET TO A POINT; THENCE SOUTH 89 DEGREES 13 MINUTES 38 SECONDS WEST A DISTANCE OF 7.59 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 89 DEGREES 13 MINUTES 38 SECONDS WEST A DISTANCE OF 5.57 FEET TO A POINT; THENCE NORTH 25 DEGREES 23 MINUTES 31 SECONDS EAST A DISTANCE OF 38.79 FEET TO A POINT; THENCE SOUTH 64 DEGREES 36 MINUTES 29 SECONDS EAST A DISTANCE OF 5.00 FEET TO A POINT; THENCE SOUTH 25 DEGREES 23 MINUTES 31 SECONDS WEST A DISTANCE OF 36.34 FEET TO THE POINT OF BEGINNING; SAID PARCEL CONTAINS 188 SQUARE FEET OR 0.0043 ACRES OF LAND MORE OR LESS. 5' UTILITY EASEMENT 2 LEGAL DESCRIPTION A PORTION OF LOT A OF THE BANNING TRACT, IN THE RANCHO SANTIAGO DE SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP OF SAID TRACT, FILED IN ACTION NO. 6385, IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES, BEING AN ACTION FOR PARTITION ENTITLED HANCOCK BANNING, ET AL VS. MARY H. BANNING, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A PIPE IN HANDHOLE AT THE INTERSECTION OF THE NORTH LINE OF FAIRVIEW FARMS TRACT AND THE CENTERLINE OF HARBOR BOULEVARD, THENCE NORTH 79 DEGREES 55 MINUTES 40 SECONDS WEST A DISTANCE OF 4246.90 FEET TO A POINT; THENCE SOUTH 89 DEGREES 13 MINUTES 38 SECONDS WEST A DISTANCE OF 184.56 FEET TO A POINT; THENCE SOUTH 34 DEGREES 32 MINUTES 30 SECONDS EAST A DISTANCE OF 58.62 FEET TO A POINT; THENCE SOUTH 55 DEGREES 27 MINUTES 30 SECONDS WEST A DISTANCE OF 3.74 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 34 DEGREES 37 MINUTES 11 SECONDS EAST A DISTANCE OF 340.61 FEET TO A POINT; Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 16 Crown's Site Name: Golf Course; Business Unit #: 879060 THENCE SOUTH 52 DEGREES 41 MINUTES 48 SECONDS EAST A DISTANCE OF 32.23 FEET TO A POINT; THENCE SOUTH 34 DEGREES 37 MINUTES I I SECONDS EAST A DISTANCE OF 107.74 FEET TO A POINT; THENCE SOUTH 55 DEGREES 22 MINUTES 49 SECONDS WEST A DISTANCE OF 13.07 FEET TO A POINT; THENCE NORTH 34 DEGREES 37 MINUTES 11 SECONDS WEST A DISTANCE OF 5.00 FEET TO A POINT; THENCE NORTH 55 DEGREES 22 MINUTES 49 SECONDS EAST A DISTANCE OF 8.07 FEET TO A POINT; THENCE NORTH 34 DEGREES 37 MINUTES 11 SECONDS WEST A DISTANCE OF 15.88 FEET TO A POINT; THENCE SOUTH 55 DEGREES 22 MINUTES 49 SECONDS WEST A DISTANCE OF 41.98 FEET TO A POINT; THENCE NORTH 34 DEGREES 37 MINUTES I I SECONDS WEST A DISTANCE OF 5.00 FEET TO A POINT; THENCE NORTH 55 DEGREES 22 MINUTES 49 SECONDS EAST A DISTANCE OF 41.98 FEET TO A POINT; THENCE NORTH 34 DEGREES 37 MINUTES I I SECONDS WEST A DISTANCE OF 81.07 FEET TO A POINT; THENCE NORTH 52 DEGREES 41 MINUTES 48 SECONDS WEST A DISTANCE OF 32.23 FEET TO A POINT; THENCE NORTH 34 DEGREES 37 MINUTES 11 SECONDS WEST A DISTANCE OF 341.41 FEET TO A POINT; THENCE NORTH 55 DEGREES 27 MINUTES 30 SECONDS EAST A DISTANCE OF 5.00 FEET THE POINT OF BEGINNING; SAID PARCEL CONTAINS 2,653 SQUARE FEET OR 0.0609 ACRES OF LAND MORE OR LESS. Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 17 Crown's Site Name: Golf Course; Business Unit #: 879060 C6 o y' M` f STE VICINITY MAP a "OT W SCALE N PROPERTY DETAIL G12A1'EIIC tiCAi1K [�mc'il f ern = soon OWNER INFORMATION .Y.y 1 Cato Mrsu 0. 90x 1207 „F -e Mesa :;A 52628 PROPERTY INFORMATION E r ERTf 1701 GW Course Dr 11 n f r: aESA Costa Mesa CA APN' 4n-012-09 a' 42C-012-04 Deed: 1354007E64 NKl 120-qj2-09 ZONING The current roneg ckzs rotlm of the Pam: Pard Is T&R' (Insti-mbb" and Recremimdl) in tN Cry of Costo ae5% CA (Per Cdr of Costa 11,4 roving mop) FLOOD INFORMATION 3y ;i#K plo'Lng gnly, ttls ploperty w h Ione Y of the Rood Inmaxt Rafe Mop, Community P" No. 060590 7265 J..ith on effective dgfe o' Decem4,er 03. 2009, and is NOT in o Special Mood Hnsad Arm AREA SUMMARIES MWI�R SUMEY Area S.F- Acres Parent Pnrcel 10,375.6633 238.2147 Eslstlng Tower Lease 458 Q.OIC•5 E.pansion To -of Lease 200 0.0046 Tower L.eose 658 6.0151 Access & Utility Edsmev 3.650 0.0838 Util`y Easement 1 188 0.0043 Jtlly Easement 2 2.653 0.0609 MITER Y7YCPIhE SIf DET+ILS ON ITS !. 3 & 4 P,00. OMO TOWD r IEA$ & TAR LEA5E WN 420-012-05 S. e.art Title G,amty CaW-ry shin to MWI�R SUMEY W� Parton of ,fining Tract Z2 Actm No- 6385 o C—t POB.: CROWN! CAS'Til osa PNC N HANIHLIE G E 0 L I N E BL-ldo 899080 v IN HANI:6IOLE ADDRESS: 1701 Gvld Covrac Dr. 1-14M W Mama Coda Kew. 4 9E6Y6 orange C. unty S. e.art Title G,amty CaW-ry shin to CCASTLE Akodor - VCROWN +alauwer.oriwrrrex.wuarc«.,x-cs+ y,� F:JHD !1199 YIig.`W. SCNrar � MO{�{TWA !r: sm"r x22-17 PNC N HANIHLIE G E 0 L I N E •!`-M= 3-39-17 SURVEYING, INCrLm15 1-14M W Mama Ltd LArW�P WOM MaLi'1E UtCOu s1Esa'r trace FEM]RHOD BY: VA - Aaaslry - fr4attvy IBM % Brr Rd. - sAh 175 NDW UNE MUE11 PMMS 7A47 &0 k Armfd 8531, .r} 1e2a1 r � Phar (623) 2P3-511 Fat (92 M -!fit o-- re '4: 'W'te, N •Lr I m r .:s: E SURVEYOR'S NOTES I. The mendior. for d 6eorigs sho4r hexer is the nntedne of ftto Ax.. Ino. m being N. CO degrees T7 mhehs 42 amm* E Per RSB 102, Pg 23. NOW F FNR 2. No adaa'ox P• tkr � ed locdre AN 4 2-16 EIRIW to uhdergogad uillaes nri hdeoh are km9ed to drd de STATE CF CALFOwt — tAo.h per observed "dehx dly. 3. This auney does NOT rrpreamt o %wkry Smne of fie Pamt PeruL 1. All mible Tyrer Equpmmt end Yspm,rreru are am:aned m n *a ly Incubel area. SURVEYOR'S CERTIFICATE -- I hmbY mart to 0 Cram Castle {N} S. e.art Title G,amty CaW-ry shin to gored survey eas mods mder m supervbke Akodor - mQ -qtr Neitprq No 411r4 sm"r x22-17 PNC N HANIHLIE •!`-M= 3-39-17 - rafia & dl5m Ltd LArW�P P•AC. L1�P7�N5 air 0 7 NDW UNE MUE11 PMMS 7A47 .r} 1e2a1 r � aC'ALN�4 1 SYMBOL LEGEND R -0-w- - Rf)d cf x'nf a] - Oiuor-mch swirch C.L - CB We t fa - Eq,(prnept Box R9 - E¢il T Crd»ie- P.O.B. - 8e*nirq Pant 0 _ uaty Pedestd T.PAE, - True Begk4q Pout 8 _ EIK.nc Neta F.D.C. - Ca mercerean; Pon; ® _ Trmsfcirner 0 - Tree it _ Gruld Box 0 - utwity W& 0 - Waxpept Foapd © - COW"r"00 VlAt E9 - Coccre-c Aim © - Ewrk vdd[ ED - B wq Aim L, FDXR LEASE MANSION 208 SE FEET 1t TX -1 LEASE - 658 S%kRE FET FLOE Toe IN TOWER & UPLITY EASEMENT DETAIL GR911TC SCCAll :2.0 AaM & OlFTY EA`E M 1550 SWPE FED IE ( W PRN! ) lurch -6 M MTINC T EP :EASE eye $O;1 HE 4EET ,6 1 1 1: 1 1 P.M. T LMN EASW 1 1 1 1 P a0. VEIN, Tm'Ew LF+45E s T➢8E8 LEAF VPIvAON E. L�q 1— Lease lice Td�, It ti7T s5 40'w 42469Y V 589' t r 38'w uX 0 NW W 00 10.40' 11 N09' lj WE aa�0 1,5 1 986' W' 22-E 10.10' Rea Leine 6Tarkan W Wk LM• 'fe:am Ltlo L1 419' S5 40'w 4246.98' 11 SR' 1S 56'i 4.00' L6 SEE' 1S 36'0 19.25' L7 N00' %' n la445' 16 w f5 an 19.25 L9 SCE' 16' 2YE 1041 Tow Lp Ike 1i9e Line 0}mtw Lw.gt L1 W S5' 40" w 4246.90 1.10 599' 1S 38N 63.25 Li w W 7Yw 10W L11 a189' IS SrE 6525 L5 I 500' 16 2YE I I7Q' TOWER SURVEY Portion of BaNr+y Tract ■ctku No. 6385 POFD [ R01RI GL"Tu 918 GOLF ('01'FM eri'7: 678080 ADDRESS: 1701 C911 Cuff ry Dr, CWLA kcsr Cd 9M6 Oruer Coan17 CCROWN v CASTLE i:_La4QNS�R ][ Su E Ca. i-6. lm T1 -Ci' :rat' UL sr= !afreleae rva9PBr►nax f , Gla LINE SjVEYING,1NC. IYX W 1 Tergpr.9fk 4 Ntl.gPLMS1S Ofkeki %:2160SOCF�i7%14@rW66 NWdl.4EOL.WK c:A1 5050 WOR8 FBRPDR118O ITS: 149&5 1. &I E!d - Sie 175 _ Sdyltr, Nlrmd X374 SURVEYOR'S NOTES TI= r.=.r yw. fa d 6ew�r; : •I:.r i.aev is the cwww N Y'F'u x. _ fnom 9s 6eirq R. 00 de7ees 17 PiWn 42 secmch E per R58 104 Pq 21 Z. No SNOwfte nx.tp>iW ns peilwrrl to lwvt urdng:Qa J rrfd m 4 [PATP, 40.0 heap are lm6rd nand at pK tinct -d Mderce I S Tian sany d= NOT rrprCW+ o 3a dxy SWMF a tk Pam.,, Parcrl. 4. PI riAk To.cr E4uprcn' and Y.provemerts we wn;tired wnm Te &iotcd men SURVEYOR'S CERTIFICATE I fimtby rerWy to (1) CrNm cmtk (0) ste.vrt Ulm ^&wrmty Cortpmy t1a Na ,7&M "Ay .as rraie mdu m I +spot 91a Nhar4 No. 4111! SkrcX 3-22-17 Rrri9ed= S -]{I-17 L�• Dt�s�e'f V JO L 77 rl 0.1 C cp Cw9 11 c 6 � O N O 11NDERG301UND UTILITIES Tw I r+c oars BEFO.�E YOU DIG CALL 1-800-227-2&00 Cr01.L FREE] CANFOR U $£4>tE ALERT Ncn-VEuBC�3 IIusT BE CALLS J-E'�'TL --- iV \ � C- 1 � L21— L31 12.6 ,tIXE$$ d: 6�uTr EA%+d71T 5.650 S0:7sRE FEET . Y uTUN uExr 2 10' afff EASAENT 2 4863 SrUWE FEET � t 7 I 5.0' u1Wr [a�uT 1 :e0 SOIWa FEET P06 12' A00ES5 EXPMIM .1 MAV LEASE 20 RWARE FEET DOW Pe V E +SB FOUA FEET SAM PRop&lT CRY T CNIA MESA APN 4201 -W -w Wh 47rr-012-01 N 12' ACCESS & UTILITY EASEMENT DETAIL GRAPIEC SCALE. {a31utl tT Access A UY E1mt Ld:e )kedtr L&-01 Lti RIF S5' WN, 4256.90' L18 RW 46' 22'11 '04V L•4 Sd4' 1S 3A1Y 6]75 LN $00' 46' 22t :o.W L21 564' T5 911 121.33' 422 Sic 32' WE 5W Li•. S5:' 2Y 30"1' e0.10' LN N35' 32' 70'N 17.00' L25 M55'21 WE 2810 L26 R35' 32' 30'11 69.06 L27 R64' f5' WE Ld1.T9' 428 KV 45' 22'N 10.46' 424 N8Y IS WE 2575 L30 SC0' 46' %!'E 12-K TOVff BUR&Y Portion of BmNnpp pact k"- Na 63&S Lim . Ga4h BO$: CRQTN CAS9'1S DUN; BM60 ABDR3955: 2701 Golf Comae DF, Cn.tn ]few Cd =6 ora, p County VCROWN CCASTLE +xa+wuss.as w� sw. r�w>s.v:. n r:vs- 11i10.RAi. acR+iY CuaARgnaA K: Gl: 0 LINE SURVEYING, INC. WX PM 10M Te4ot. aae A kaAA FL P.615 04nS FF366I 41 D = F=(- a W 97D5 H1W/.r]touww.. IXf �. 5tT W 1F= PBRFO"81) BY! F. art'{. - S>r-. - •F W fE L SURVEYOR'S NOTES P r•:ri Jiv ':1 rA b• IVp ShM I -r_ -f I, 'fe _Li%'EH I', 'ili'.d Ave., rnow L bbg Y. •x. defiers 1i m1 !t! seconds E per RSO 102. Y. No -burtae 11'w4rtur .u: I a'.rn•ed to lows urdmgrand w*m- .4 wft, tho.n hneuo me Imred to and at ptr a "wd Mdwe or57 5 1Fn suxy docs W represent v 3vir4xy wwy 0 tits Fam' Pwrcl s. AN F4k T -et Efxpw -. and tnp(c -.eets me w,:nned 166 -A- *x td arra SURVEYOR'S CERTIFICATE 6ae6y cvbr4 to %I} Crum Castle 011 S:e.mt We G Wmtr CompmT taL dtb yaatd l r me mai ender m g�lrrbip6. lxkader `'1 r; kicata xo. 41114 r' o! Sonde .r:r:d: S-30-17 Ep LFx11 S c L if 17 t N SYMBOL LEGEND R. 0, W. - %tt of Way f1) - Clocmheer SAhch C.L - Centedhe m - E%)I n t Bot LI2 531' 37 Sat 5a.87 Pn - Eq*ment Cabins: BegirB9 PCnt p - L*y Pedestd T.P.OR - True F3egnrin§ Pant B _ UNtlld Neter P�D+.,C. - Co memmnmt Poir' Z _ Trmlformn iJ - Trot o - G4w d Bo - ID — uttllry vddt ■ _ Ilmm,en- Ford © — Comm.nrauan Ysr' _ C4nctete A104 © — l• dtk YVJif EZ - E"q sled r i l ',\ PaR 5' Umn OF PM IIT1' EiLS Mf 2 : '\ WR 42ap17-0 . 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Hkrda h53k 'htrr '523) 713-M Fdc '5231 263 M SURVEYOR'S NOTES 1. Tle moidim for dt bev" 0 -mm Ndeor r: C3atcdme r53'3 ;-, Lmo.r M Nell 1:1 .. ••1'T!'• 42 sear d E 2. h- •.It: e':1. Ire••-•-1.;I'I:1 x:r. pgdalTr•:J to wvd ud4etgcuod dtdl-In AN 4*ries $ham hereon are Nmited to and nc ret t6svt td mkw mly. 3. Tho suncy docs PLOT rrpi i - i Bwrday Savvy d thr Porro-- 1 4. AN -n k To er Eg4prrn- - IrFr Efts ore c ntomd .i1M the drxrlbed ores. SURVEYOR'S CERTIFICATE I heeby cerffy to (i) Ctnm Castle (C 5terai Tdle Glmmty Campmy tw this qr wd wrxy eve mode older m s4emwr Wkoder _ S! %lIFOM PLa 41114 0 m SYney. x22-17 Remad: ria -17 p LAND Yr L L 17 .I} 0291 ,,� r 7� Crcoj•tq? Exhibit A (Scope of Work for Tree Removal, Wall Construction and Ivy Placement) Scope of Work 1. Remove Pine Tree as noted 2. Construct wall to match existing 3. Plan ivy to climb up wall and cover surface Lessor's Site Name: Costa Mesa Golf Course, Costa Mesa 22 Crown's Site Name: Golf Course; Business Unit #: 879060 879060 Costa Mesa Golf Course Potential add land 4r r F � Potential Existing additional land s � '' s ;� compound ' _ r 5 � i Attachment 4 L- A6444pilw-'4 Attachment 5 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. 420-012-09 Prior recorded document(s) in Orange County, California: Recorded on August 17, 2001 at #20010574072 Recorded on January 17, 2002 at #20020046924 MEMORANDUM OF FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT This Memorandum of First Amendment to Communications Site Lease Agreement is made effective this day of , 2017 by and between the CITY OF COSTA MESA, a municipal corporation, with a mailing address of 77 Fair Drive, Costa Mesa, California 92626 ("Lessor") and STC ONE LLC, a Delaware limited liability company, registered in California as TOWER COMPANY ONE LLC, by and through its attorney in fact, GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware limited liability company, with a mailing address of 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 (collectively referred to as "Lessee"). 1. Lessor and Cox PCS Assets, L.L.C., a Delaware limited liability company ("Original Lessee") entered into a Communications Site Lease Agreement dated July 16, 2001 (the "Lease") whereby Original Lessee leased certain real property, together with access and utility easements, located in Orange County, California from Lessor (the "Premises"), all located within certain real property owned by Lessor ("Lessor's Property"). Lessor's Property, of which the Premises is a part, is more particularly described on Exhibit A attached hereto. Site Name: Golf Course 1 Business Unit #: 879060 Documentary Transfer Tax $ Computed on full value of property Computed on full value less liens and encumbrances remaining at time of sale Computed on full value of lease surpassing the 35 year term limit Computed on leased area of the property Signature of Declarant or agent — Firm Name 2. STC One LLC, registered in California as Tower Company One LLC is currently the lessee under the Lease as successor in interest to Original Lessee. 3. The Lease had an initial term that commenced on October 1, 2001 and expired on September 30, 2006. The Lease provides for four (4) extensions of five (5) years each, the first three (3) of which were exercised by Lessee (each extension is referred to as a "Renewal Term"). According to the Lease, the final Renewal Term expires September 30, 2026. 4. Lessor and Lessee have entered into a First Amendment to Communications Site Lease Agreement (the "First Amendment"), of which this is a Memorandum, providing for three (3) additional Renewal Terms of five (5) years each. Pursuant to the First Amendment, the final Renewal Term expires on September 30, 2041. 5. By the First Amendment, Lessor granted to Lessee an expansion of the Premises of two hundred (200) square feet. Additional details of the foregoing expansion are set forth in the First Amendment. 6. If requested by Lessee, Lessor will execute, at Lessee's sole cost and expense, all documents required by any governmental authority in connection with any development of, or construction on, the Premises, including documents necessary to petition the appropriate public bodies for certificates, permits, licenses and other approvals deemed necessary by Lessee in Lessee's absolute discretion to utilize the Premises for the purpose of constructing, maintaining and operating communications facilities, including without limitation, tower structures, antenna support structures, cabinets, meter boards, buildings, antennas, cables, equipment and uses incidental thereto. Lessor agrees to be named applicant if requested by Lessee. Lessor shall be entitled to no further consideration with respect to any of the foregoing matters. 7. In the event of any inconsistency between this Memorandum and the First Amendment, the First Amendment shall control. 8. The terms, covenants and provisions of the First Amendment shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of Lessor and Lessee. 9. This Memorandum does not contain the social security number of any person. 10. A copy of the First Amendment is on file with Lessor and Lessee. [Execution Pages Follow] Site Name: Golf Course 2 Business Unit #: 879060 IN WITNESS WHEREOF, hereunto and to duplicates hereof, Lessor and Lessee have caused this Memorandum to be duly executed on the day and year first written above. LESSOR: CITY OF COSTA MESA, a municipal corporation By: Print Name: Title: [Acknowledgment Appears on Following Page] Site Name: Golf Course Business Unit #: 879060 CALIFORNIA ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On Public, before me, ss. Notary personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose names(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 person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal SIGNATURE OF NOTARY PUBLIC (Seal) [Lessee Execution Page Follows] Site Name: Golf Course 4 Business Unit #: 879060 LESSEE: STC ONE LLC, a Delaware limited liability company, registered in California as Tower Company One LLC By: Global Signal Acquisitions II LLC, a Delaware limited liability company Its: Attorney In Fact M. Print Name: Title: [Acknowledgment Appears on Following Page] Site Name: Golf Course 5 Business Unit #: 879060 State of Texas County of Before me, , a Notary Public, on this day personally appeared of GLOBAL SIGNAL ACQUISITIONS II LLC, a Delaware limited liability company, as Attorney in Fact for STC ONE LLC, registered in California as Tower Company One LLC, 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 (Personalized Seal) Site Name: Golf Course 6 Business Unit #: 879060 day of , 2017. Notary Public's Signature EXHIBIT A (Legal Description of the Lessor's Property) A PARCEL OF LAND LYING WITHIN LOT A OF THE BANNING TRACT, IN THE RANCHO SANTIAGO DE SANTA ANA, COUNTY OF ORANGE, SATE OF CALIFORNIA AS SHOWN ON A MAP OF SAID TRACT, FILED IN ACTION 6385, IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGELES, BEING AN ACTION FOR PARTITION ENTITLED HANCOCK BANNING, ET AL VS. MARY H. BANNING, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF PARCEL G AS SHOWN ON A RECORD OF SURVEY FILED IN BOOK 53, PAGES 34 TO 36 OF RECORDS OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA; THENCE NORTH 89° 27' 30" EAST, ALONG THE NORTH LINE OF FAIRVIEW FARMS AS SHOWN ON SAID RECORD OF SURVEY, 800.08 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0° 32'30" WEST, 280 FEET TO A POINT ON A LINE PARALLEL WITH SAID NORTH LINE; THENCE SOUTH 89° 27'30" WEST, 937.05 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID PARCEL G; THENCE ALONG THE NORTHEASTERLY LINE OF PARCEL G, NORTH 340 32' 30" WEST, 649.58 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 840.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 28° 33' 24", AN ARC DISTANCE OF 418.66 FEET, TO A POINT ON THE EASTERLY LINE OF PARCEL F AS SHOWN ON SAID RECORD OF SURVEY, A RADIAL LINE FROM SAID POINT BEARS SOUTH 260 54'06" WEST; THENCE DEPARTING FROM THE NORTHEASTERLY LINE OF SAID PARCEL G NORTH 00 12'30" WEST ALONG SAID EASTERLY LINE OF SAID PARCEL F, 840.08 FEET; THENCE SOUTH 89° 47' 30" EAST, 37.00 FEET; THENCE NORTH 00 12'30" WEST ALONG THE EASTERLY LINE OF PARCEL F AND PARCEL E AS SHOWN ON SAID RECORD OF SURVEY, 163.15 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 550.00 FEET; THENCE CONTINUING ALONG THE EASTERLY LINE OF SAID PARCEL E, NORTHERLY AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 220 30'00", AN ARC DISTANCE OF 215.99 FEET; THENCE NORTH 220 17' 30" EAST, 317.12 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 350.00 FEET; THENCE NORTHEASTERLY NORTHERLY AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 780 13'11", AN ARC DISTANCE OF 477.82 FEET; THENCE NORTH 0° 12,30" WEST ALONG THE EASTERLY LINE OF PARCEL E AND PARCEL C AS SHOWN ON SAID RECORD OF SURVEY, 890.81 FEET TO A POINT ON THE NORTH LINE OF SAID LOT A OF THE BANNING TRACT AS SHOWN ON SAID RECORD OF SURVEY; THENCE DEPARTING FROM THE EASTERLY LINE OF SAID PARCEL C, NORTH 890 28'13" EAST, ALONG SAID NORTH LINE OF LOT A OF THE BANNING TRACT, 3051.84 FEET TO A POINT, SAID POINT BEING SOUTH 890 28' 13" WEST, 1690.00 FEET FROM THE CENTERLINE OF HARBOR BOULEVARD; THENCE DEPARTING FROM SAID NORTH LINE OF LOT A OF THE BANNING TRACT, SOUTH 1- 48' 15" EAST, 247.80 FEET; THENCE SOUTH 70 15' 31" WEST, 220.54 FEET TO THE BEGINNING OF A Site Name: Golf Course 7 Business Unit #: 879060 TANGENT CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 570.00 FEET; THENCE SOUTHERLY AND SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 42° 12'07", AN ARC DISTANCE OF 419.84 FEET TO THE BEGINNING OF A NON -TANGENT LINE; THENCE SOUTH 73° 03' 25" WEST ALONG SAID NON -TANGENT LINE 297.20 FEET; THENCE SOUTH 77° 39'25" WEST 360.52 FEET; THENCE SOUTH 83° 13'52" WEST 244.09 FEET; THENCE SOUTH 43° 30' 34" WEST 325.37 FEET; THENCE SOUTH 18° 00' 03" WEST 499.26 FEET; THENCE SOUTH 720 00' 13" EAST 398.80 FEET; THENCE SOUTH 170 33'50" WEST 34.79 FEET; THENCE SOUTH 720 03' 25" EAST 214.13 FEET; THENCE SOUTH 18° 19' 35" WEST 803.10 FEET; THENCE SOUTH 2° 39' 12" WEST 139.99 FEET; THENCE SOUTH 210 35' 14" EAST 90.20 FEET; THENCE SOUTH 370 32'02" EAST 90.07 FEET; THENCE SOUTH 520 52'29" EAST 99.78 FEET; THENCE SOUTH 14° 23' 14" EAST 16.34 FEET; THENCE NORTH 800 43'45" EAST 39.91 FEET; THENCE SOUTH 72° 09' 16" EAST 620.93 FEET; THENCE SOUTH 730 12' 12" EAST 648.80 FEET; THENCE SOUTH 860 23' 19" EAST 171.77 FEET; THENCE NORTH 68° 13' 19" EAST 127.61 FEET; THENCE NORTH 54° 54' 19" EAST 90.17 FEET; THENCE NORTH 170 59' 15" EAST 1523.57 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 120.00 FEET; THENCE NORTHEASTERLY AND EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 880 28'26", AN ARC DISTANCE OF 185.30 FEET; TO THE BEGINNING OF A TANGENT LINE; THENCE SOUTH 730 32' 19" EAST ALONG SAID TANGENT LINE, 113.70 FEET; THENCE SOUTH 44° 19'01" EAST 237.46 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHEASTERLY AND EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 520 10' 12", AN ARC DISTANCE OF 91.05 FEET TO THE BEGINNING OF A TANGENT LINE; THENCE NORTH 830 30'47" EAST ALONG SAID TANGENT LINE; 36.21 FEET, TO A POINT ON A LINE PARALLEL WITH AND 60.00 FEET, MEASURED AT RIGHT ANGLES WESTERLY OF THE CENTERLINE OF HARBOR BOULEVARD; THENCE SOUTH 0° 17'42" EAST 1828.70 FEET ALONG SAID PARALLEL LINE TO A POINT ON THE NORTH LINE OF FAIRVIEW FARMS AS SHOWN ON PREVIOUSLY MENTIONED RECORD OF SURVEY; THENCE SOUTH 890 27'30" WEST ALONG SAID NORTH LINE OF FAIRVIEW FARMS, 3071.86 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION OF SAID LAND DESCRIBED BY THE COUNTY TAX ASSESSOR AS ASSESSOR NO. 420-012-04. Site Name: Golf Course 8 Business Unit #: 879060 Attachment 6 879035 Schiffer Park Leased area rent $/sf Site Info Lease date Leased area (sf) rent $/sf # carriers Lease date Montly rent 315 7.24 2 Jun -00 $ 2,281.31 2,182.30 Average Leased area rent $/sf # carriers Lease date monthly rent 0.75 930.000 $ 1.77 1 Aug -10 $ 1,650.00 0.85 360.000 $ 8.78 2 Sep -04 $ 3,159.00 1.05 625.000 $ 3.20 1 Aug -00 $ 1,997.00 1.15 425.000 $ 5.93 1 Jan -10 $ 2,520.00 1.20 790.000 $ 2.47 2 Jul -11 $ 1,950.00 1.28 350.000 $ 5.56 2 Jan -01 $ 1,947.00 1.44 600.000 $ 3.80 1 May -99 $ 2,281.00 1.65 360.000 $ 3.40 1 Jul -97 $ 1,224.00 1.73 1265.000 $ 1.58 1 Mar -16 $ 2,000.00 1.95 710.000 $ 4.36 2 Apr -09 $ 3,095.00 2,182.30 Average