HomeMy WebLinkAbout14 - CC-14 - First Amendment to Lease Agreement with - 6/20/2017CITY COUNCIL AGENDA REPORT
MEETING DATE: June 20, 2017 ITEM NUMBER: CC -14
SUBJECT: FIRST AMENDMENT TO LEASE AGREEMENT WITH STC ONE LLC
DATE: JUNE 5, 2017
FROM: ASHLEY GARCIA, MANAGEMENT ANALYST
PRESENTATION BY: ASHLEY GARCIA, MANAGEMENT ANALYST
FOR FURTHER INFORMATION CONTACT: ASHLEY GARCIA, (714) 754-5249
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 Shiffer Park.
BACKGROUND:
Original Lease
On September 1, 2000, the City commenced a lease agreement (Lease) with Cox PCS
LLC for the placement of a cell tower at Shiffer Park, located at 3143 Bear Street, in the
space of 772 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 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 the option to extend the
Lease up to four (4) additional term periods of five (5) years each. Pursuant to the terms in
the Lease, the Lease automatically renewed for the first two additional term periods, but
the City Council had to approve the third and fourth additional term periods. If after the
conclusion of the fourth renewal period, 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 term periods or extensions to exceed a
total of 33 years (September 30, 2033). The Second Renewal Term expired on August 31,
2015.
The current annual rent for the Shiffer Park 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 as a result the
City wishes to increase the rent in what will be the First Amendment to the Lease
(Amendment).
1
First Amendment to the Lease Aareement
Since the potential for expansion of this cell site involves installing new equipment within a
City park, this matter was taken to the Parks and Recreation Commission for their review
and input on the proposed project. On October 27, 2016, the Parks and Recreation
Commission (The Commission) considered the proposed locations for the installation of
additional equipment for potential future sublessees. The Commission provided feedback
and directed staff to bring the item back with additional information pertinent to structural
modifications to the site and revenue sharing. City staff also requested that improvements
be made to the path leading to the cell tower, as heavy service equipment has damaged
the landscape in the past.
The applicant has agreed to construct a turf block vehicle path from the parking lot to the
cell site to prevent damage to the park's landscape by heavy trucks that are used to
service the existent equipment. Since the proposed expansion site is the other half of the
handball court where the cell tower currently stands, modifications to the concrete walls
will have to be made. The Commission asked that the west facing wall be screened in
some fashion and suggested that a large mural be designed for that space. The applicant
estimates the cost for the vehicle path and hardscape improvements for this project to be
$116,500. They will also allocate $3,000 for the mural. The Commission approved the
improvements at their May 25, 2017 meeting (Attachment Three).
The key features of the First Amendment to the Lease are as follows:
As a condition of this Amendment (Attachment Four), the City and the Lessee have
agreed upon an annual rent in the amount of $37,000 ($3083.33 per month), to
commence on September 1, 2020. The rent will escalate by three (3) percent annually
beginning on September 1, 2021 Also, under this Amendment, the Lessee shall have the
right to extend this Lease for six (6) additional five (5) year terms as well as one (1)
additional three (3) year term (each a "Renewal Term"), minus the two previous renewal
terms that occurred in 2005 and 2010. The Lessor and Lessee hereby acknowledge that
the final extension expires on September 7, 2040, but in no case later than September 7,
2048 if the Lease converts to a month-to-month term. This Lease shall automatically
renew as a month to month lease 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 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.
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 758 square
feet of land immediately adjacent to their current location for the expansion of the Lessee's
equipment or to a future sublessee (Attachment Five). The Description and Legal
Depiction of this additional property is included as an attachment (Attachment Six). In
exchange, the City will receive a monthly fee equal to the greater of $1,000 or 40 percent
of the rent collected by the Lessee from the additional premises Future Sublessee. Until
such time the additional space is leased or sub -leased, the proposed expansion location
may be used for City purposes.
1►
ANALYSIS
The City and the Lessee have negotiated a new annual rent in the amount of $37,000
beginning in 2020. The City opted to forego an immediate rent increase in deference to the
Lessee investing $116,500 to improve the site. Market research supported this increase,
and considered market research provided by the Lessee (Attachment Seven). The
Lessee's market research only included rent information of cell towers within two miles of
Shiffer Park. 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.
ALTERNATIVES CONSIDERED:
The City could opt to maintain the current Lease terms and receive below-market rent
rates.
FISCAL REVIEW:
The Amended Lease will increase revenues to the City in the amount of $9,624.28
beginning in 2020, 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 each year
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 and First
Memorandum to the Lease with STC ONE LLC for the cell tower located at 3143 Bear
Street, Costa Mesa.
ASHLEY GARCIA
MANAGEMENT ANALYST
THOMAS HATCH
CITY MANAGER
THOMAS DUARTE
CITY ATTORNEY
3
ATTACHMENTS: 1. Original Site Lease Agreement with Cox PCS LLC
2. City Market Research by ACC -OC
3. Draft Minutes from the May 25, 2017 Parks and Recreation
Commission meetina
4. Amendment to Site Lease Agreement with STC ONE LLC
5. First Memorandum as required by STC ONE LLC
6. Crown Castle Market Research
ATTACHMENT 1
SII' t -
r t _
COMMUNICATIONS SITE LEASE AGREEMENT
This COMMUNICATIONS SITE LEASE AGREUMENT ("Lease") is entered into between COX PCS
ASSETS, L.L.C., a Delaware knitted liability company ("Lessee"), wholly owned by Cox Communications PCs, L.P.,
a Delaware limited partnership ("Cox L.P."), and CI'i`X OR COSTA MESA, a municipal corporation ("Lessor").
The parties hereto agree as follows:
1. Premises. Lessor owns the real property described in Attachment 1 commonly known as Schiffer
Park ("Lessor's Property"). Subject to the following terms and conditions, Lessor leases to Lessee and Lessee leases
from Lessor that portion of Lessor's Property depicted in Attachment 2, and any applicable easements for access and
utilities (the "Premises"). The precise location of the Promises shall be as 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 tate Premises on the plans and on Attachment 2.
2. Use.
(a) Lessee shall have the right to use the Premises for providing communication services through a
monopine structure, including but riot limited to the transmission and reception of radio communication signals on
various frequencies. Such 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 antennas, antenna support structures, poles, dishes or masts, radio frequency trazsmitting and receiving
equipment, primary, back-up and temporary power units, interconnection equipment, equipment cabinets, cabling,
wiring, lines, conduits, pipes and accessories, as the same may be modified, added to, substituted and/or
reconfigured from time to time.
(b) Lessee shall at all times comply with all applicable laws, codes, rales and regulations relating to
Lessees use of the Premises and conduct of Lessee's business at the Premises,
3. Terni,
(a) Vie term of this Lease ("Term") shall be five (5) years commencing on tate issuance of a building
permit to construct Lessee's facility ("Commencement Date"). Lessee shall give written notice to Lessor upon
issuance of a building permit,
(b) lessee shall have the right to extend the 'term for four (h) additional periods of five years each (a
"Renewal Term"). Each Renewal Term shall be on the same terms and conditions as set forth in this Lease. 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 Term or the thm-
existing Renewal Term, as the case may be. This Lease may be extended for the third and fourth Renewal Terms
upon approval of Lessons City Council. At least ninety (90) days prior to the expiration of the then -existing third or
fourth Renewal Term, Lessee shall notify L,2ssor of its intention to renew the Lease.
(c) If Lessee remains in possession of the Premises at the expiration of the fourth Renewal Term,
except as otherwise provided herein, this Lease shall continue In foite upon the same temps and conditions for a
further period of one year, and for like iumual periods thereafter, until and unless terminated by either party by
giving the other party, at least 90 days before the ead of such additional period, written notice that no further
extensions shall occur under this provision,
(d) Notwithstanding any contrary provisions of this Section 3, in no event shall the Term, Renewal
'Perms and automatic annual extensions of this Lease exceed a total of 33 years,
4, Bent. The annual rent for the Premises ("AAutual Rent") initially shall be $16,000.00. The Annual
Rent shall increase on the first clay of the month in which each anniversary of the Commencement Date occurs
throughout the'I'erm and each Renewal Term by 15% of the annualized Annual Rent in effect immediately preceding
the increase. Annual Rent shall be payable in equal monthly installments, in advance, on the first day of each month
Page 1 of 8 Site No. OG35XCO86C
beginning on the Commencement Date. If the Commencement Date occurs on at date other than the first 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 date.
5. Improvement; Access.
(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
Lessee's Facility and to prepare for the construction of Lessee's Facility.
(b) The final plans and precise location of the Premises and Lessee's Facility shall be subject to the
prior written approval of Lessor, which may be 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, add, maintain and alter the Premises for
Lessee's Facility and to install utility lines and transmission lines connecting antennas, transmitters, receivers and
other equipment. All of Lessee's construction and installation work shall be performed in a good and workmanlike
manner at Lessee's sole cost and expense by licensed and bondable contractors. 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) Lessor shall provide access to Lessee, Lessee's employees, agents, contractors and subcontractors
to the Premises 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 Lessor'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, ata location Lessor approves, a lock box 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 hock boxes upon expiration or earlier termination of this Tease.
(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 tine Premises in a
manner sufficient to allow access.
(f) Lessee shall have the right to install utilities, at Lessee's expense, and to improve tine present
utilities on or near the Premises (including emergency or back-up battery or transportable generator power). Subject
to Lessor's written approved of the location, Lessee shall have the right to place utilities on (or to bring utilities
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 fnsttdl utilities under this Section 5 include, but are not limited to,
the right to install, maintain and sea -vice telephone lines connecting the base station of Lessee's Facility and the
minimum point of entry (WOE) or other point of presence of the telephone service provider at Lessor's Property.
6. huerferencewith Communications
.
(a) Lessees Facility shall not disturb or interfere with the coumnunications equipment and uses which
exist on Lessor's Property on the date this Lease is fully executed ("Pre-existing Communications Facilities"), and
Lessee's Facility shall comply with all non-interference rules of the Federal Communications Comanission.
(b) Lessor shall not use or permit the use of any portion of Lessor's Property in a way which interferes
with the COnnnnnlcation5 operations of Lessee's Facility. Lessor shall take prompt action to tel -adnate any
interference with Lessee's communications operations that Lessor has the right to terminate, and shall cooperate
with Lessee to obtain the termination of any interference with Lessee's communications operations that is beyond tine
Page 2 of 8 Site No. OG35XCo86C
control of Lessor. The parties acknowledge that continuing interference will cause irreparable injury to Lessee, and
therefore Lessee shall have the right to bring an 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).
(c) If Lessor receives any request to locate any communications 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 front interfering with the communications operations of Lessee's Facility
and requiring the Carrier to comply tvith all the provisions set forth in the "Technical Requirements for Third Party
Collocation" attached to this Lease as Attachment3 in desigri ng, locating and operating its transmitting equipment
and in roconfiguring or changing the frequency or operation of such equipment.
Taxes Utilities and Maintenance.
(a) If for any reason Lessee's Facility Is assessed for tax purposes as pmt 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 due 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 lessees Facility. If practicable, Lessee shall install at lessees expense a separate electric meter
and pay for electricity directly. If a separate meter is not practicable, Lessee shall install at Lessee's expense a
submeter measuring Lessee's electrical consumption from Lesson'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 Lessees actual electrical consumption based on submeter readings and the then-cmzent utility
rate.
(c) Lessee shall maintain the Premises throughout the Term and all Renewal Terms in good condition,
ordinary wear and tear excepted. Lessee shall not be required to make any repairs fo the Premises except us stated in
Section 10 below and except for damage to the Premises caused by Lessee, Its employees, agents, contractors,
subcontractors, subtenants or invitees.
Termination.
(a) This Lease may be trummated by Lessee on 30 days prior written notice to Lessor (or any shorter
notice expressly set forth below), if:
(i) Lessee delivers to Lessor such 30day written notice at any (ime prior to the
Commencement Date, for any reason or no reason;
(if) 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 sigual 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 termination 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;
(iv) Any Pre-existing Communications Facilities, or any communications facilities or other
structures of any ]rind now or hereafter located on or in the vichdty, of Lessor's Property, interfere with Lessee's
Facility and Lessee is unable to correct such interference through reasonably feasible means;
Page 3 of 8 Site No. OG35XC086C
fails to care such defaulE ty�essor commits a default under
Htan30 days and Lessor coin CeS30 day ntloe default wiprov ded thgt f the periodtortion 6
additional time as shall be f0 cure Secti°n 5 or Sec
under Section 5 or reasottabl n Hun the 30.day notice dtltgenay cure ) and
notice ofsu Section 6 and faits to ecessary to diligenay effect a Period, then takes longer
chdefarutof, cure such def complete ura. Less orsheUhavesuch
dolt cvithin five (rather titan 30 or Lessor commits a default
days after receiving written
Judgment to (vi) The Preutises are tomU
hinder Lessee's or COx L.P.'s no Y ur por '
after the Cas ally occurs a suitable tempor al o e y destroyoeddb s not r other
Ole Premises. P introns and Less casualty so as, .
dry relocation site for Lessee's Fael'lo provide
to m Lessee s
Lessee wife ten days
Pending (b) This Lease may be term hated by Lessor lily#: path and restoration of
business da s (f) Lessee cc
y aftor Lessee ntntits a default under this Lease
or (SJ 30 days after iesseo �etves wrlken notice of the default w aztd fails to cure such
Hie Period Eo euro `'Cetves written noFice of an oth here the default within
eriod rakes lone Y er default default is a failure to(A) ten
ay P then Lessee shall have su h1 additionaland Less and faits fo cure such default, rent hen due,
cure; or time as shall beasonabl n re the default wiar'
m the 30.da that if
y necessary to dillgena Y notice
effect (°) The Pre Y ect a complete
Intends to effect repair but c o pracficab y do soocvhite Lessee remains
damaged or destro e
reasonably estimated Hme to Perty is whoU
temporary Site pursuant to Section 9(b). Pair rvUl exceed inpossessionY d, Lessor
90 days and Lessor and Lessee
of the
Prenuses, the
OR)
are unable to identify a
incompnable cvifh ,Lessor detera '
shall first use reasossee s Pacility following
m its sole discretion
that is ' nab]e efforts to locate g 180 days Prior to use Lessor's
m Hte Vic' an alternate Sit, or written notice to Lc Property i t a manner that is
Prov ded uuty of Lessor's Prope ty that is sane Si to Hurt ' roe ' Provided, ho that Less
Htat Lessor May slot s Property rty or od roe Wever,
and second Renewal Terms, of tetminate this Lease 'sor
r7' to Lessee for relocation of Lep o s Y Owned b or
M accordance with this Sectioni) during ate Terns and further
er
cill
(c) Llpon ter '
tercminatit�nv ores prov shlolls, 1 Of this Party shall have any further rights, obli
pest to
ate parties relaaY reason of breach orlet,Ht's Lease which by their s gallons or liabilities
g to the period lt of the other sense and contexts to the otter
Prior to temtination. pant' and (ill) with respect to ve tet'uunatlon; (ii) where
9' Destruction of Premises. p the rights and remedies of
Pro (a) $xcePt for damage or des
Percy is damaged or destroyed so as, Lessee'lused by acts or o
nAartual Lent shall abate ht full from the date suds dams mtssious of
ental operations. judgment to bm Hon o der Lessues for Cox LIP,'spno�alsopa bons
ge or des
il Lessee is able to co nntence
Promises or if Lessee's or Cox L,P.'s
reasonable efforts os Property caused 6 normal operations
Iden ' Y the sole acts or ° $1e fi ndered due to
temporary site on Lessor'oand make avnUable to missions of Lessor orb damage or desth1CHon of ate
judgment is Percy (or ovjcl
n Dater Lessee, wiH»n ten da s y an Act-of God, Lessor Shall
Use
mob4e cq°ally stumble for Lessee's Property Lessor owns or controls Ing the dama destruction a
reinstall communications fac in
uses. tract ge or des
mUatiott ofLe thtY thereon until the Pre Lessee °lay consm theudr nty) Much !n Lessee's
ssee's Facility. miles aro fol Pel
IY repaired andate a substitute
° Lessor available to Lessee for
destnrcHon, and Lessee waive all
smhdory rights to terminate this Lease Or' account of damage or
Page 4 of 8
Site No. 0G35XCO86C
X Title to and Removal of Lessee's Facility. Title to Lessee's Facility and any equipment placed on
the Premises by Lessee shall be held solely by Lessee or Cox L.P. All of Lessee's Facility shall remain the personal
property of Lessee or Cox L.P. and shall not be treated as real property or become a part of Lassoes 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 installations or support footings or pads, Lessee shall repair any damage to Lassoes
Property caused by such removal or by any acts or omissions of Lessee during the Term and all Renewal Terms of
this Lease and Lessee shall restore the Premises to good condition, less ordinary wear and tear.
11. Insurance. 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 expense, comprehensive commercial general liability, property damage and
automobile liability (covering vehicles owned and hired by Lessee) insurance, naming Lessor as an additional
Insured, providing coverage of $1,00,000 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,
(b) 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 .
(c) 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 affiliates, and each of their
directors, officers, partners, members, managers, shareholders, 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 materialmart'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 materialman's liens to be released by posting an appropriate release bond therefor.
(b) Notwithstanding any contrary provision of this, Lease, each party hereby waives any right to
.. recover from the other party or other party s partners, members, managers, affiliates, agents mid 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 tire party suffering loss or damage, including any loss or damage resulting from loss 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 parties and to any property insurer claiming under or through
either party us 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. ALsIgnment. Lessee will not assign 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; Quiet Fn
joyurent; Subordination.
(a) Lessor warrants that (r) it owns good and sufficient title to and interest in Lessors Property, (li)
there are no liens, encumbrances, covenants, restrictions or judgments affecting Lessors Property which Impede or,
Page 5 of 6 Site No. OG35XC086C
adversely affect Lessee's intended use of the Premises, (iii) Lessor has full right, power and authority to execute,
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 bust 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 default. At the option of
Lessor, this Lease may be subordinated to any future ground or underlying lease, mortgage, deed: of trust or lien
affecting the Premises, and to any renewal, modification or replacement thereof, provided that th0holder thereof
executes and delivers a recordable non -disturbance agreement fix form reasonably acceptable to Lessee.
15. Environmental: -Lessor represents -that to'tlfe bast of -its knowledge ate 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 Premises.
Notwithstanding any other provision of this Lease, Lessee relies upon die representations stated herein as a material
inducement for entering into this Lease. Lessee shall not bring any Hazardous Materials onto the Premises except
for fliose 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 and asbestos containing materials, polychlorinated biphenyl's
(PCBs) and petroleum or other fuels (including crude oil or any fraction or derivative thereof).
16. Litigation. 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 of competentjurisdiction located in Orange Cuunty, California.
17. Miscellaneous.
(a) If any provision of this Lease, the deletion or modtfication of which would not adversely affect the
receipt of arty material benefit by either party, is declared by a court of competent jurisdictiou (or by an arbitrator) to
be invalid or unenforceable, then the remainder of tits Lease shall not be affected thereby and shall continue to -be
valid and enforceable to the fullest 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 terms 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 he given personally, by certified or registered mail,
postage prepaid, return receipt requested, by confirvned fax, or by reliable overnight courier to the address of tire
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 tine date 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 rite
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 any other address for (itis purpose by written notice to the other party.
Page 6 of 8 Site No, OG35XC086C
(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 under the 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 Leaseshall not be interpreted or construed against the party preparing it.
(1) 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, coals and
expenses, including but not limited to attorneys' and expert witness fees, incurred in connection with such dispute or
legal proceeding, mty counterclaims or cross-complaints, any action to confirm, correct or vacate an arbitration
award, any appeals and any proceeding to establish and recover such costs and expenses, in such amount as the
court or arbitrator determines reasonable. Any party entering et voluntary dismissal of any legal proceeding without
the consent of the opposing party in such proceeding shall be deemed the non -prevailing party.
(g) Terns and conditions of this Lease which by their sense and context survive the termination,
cancellation 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 such party, 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 may record 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.
Page 7 of Site No. OG35XC086C
(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, concerning the
subject matter contained herein. There are no representations or understandings of any kind not set forth herein.
Any amendments to this Lease shall be effective only if in writing and executed by both parties.
IN WITNESS WHEREOF, the parties have executed this Lease as of it, n/ E 19 2000
"LESSOR" "LESSEE"
CITY OF COSTA MESA, COX PCS ASSETS, L.L,C„
a municipal corporation a Delaware limited liability co pang
By: -By:
Name: Ld "
Its: 0D.TN Name: Jul i kk_ --r, SJ
S.S./Tax No.: 9.S"— 6AO S6 30
Address: _ 'i'% FRi R (i? liE C', #1.
Phone: 0144)
Fax: 30
APN:
Lessor's Address, Phone and Fax: 14 a
Title: r'tt �Pxe` i,nt� rer to
Address: ALnCetcvj .mak --!�r e
n.A gtlj `TR
Lessees Address, Phone and Pax:
4W,3CSIt«.1Oe,4 i)rrv._
1) q to — 481 o — F -&x
Page 8 of 8 Site No. OG35XCO86C
LEGAL DESCRIPTION OF LESSOR'S PROPERTY
That portion of Lot 2 in Block "C" of the Berry Tract, in the City of Costa Mesa, County
Of Orange, State of California, as shown on a map recorded in Book 9, Page 6 of
Miscellaneous Records of Los Angeles County, California, described as follows:
Beginning at the most Southwesterly corner of that certain parcel of land conveyed to the
City Of Costa Mesa by deed recorded March 17, 1976 in Book 11675, Page 1565 of Official
Records of Orange County, California; thence South 00 52' 11" West along the Southerly
prolongation of the Westerly line of that certain land conveyed by deed to Charles Edward
Vetter and recorded August 22, 1960 in Book 5384, Page 356 of said Official Records, a
distance of 160 feet to the point of intersection with the Easterly prolongation of the
South line of Lot 78 of Tract No. 4674, per map thereof recorded in Book 223, Pages 49
and 50 of Miscellaneous Maps, records of said Orange County; thence South 89° 11' 45"
East along said Easterly prolongation a distance of .264 feet, more or less, to the East
line of Lot 2 in Block "c" of the Berry Tract, per map thereof recorded in Book 9, Page 6
of Miscellaneous Records of Los Angeles County, California; thence North 0° 55' 29" East
along said East line a distance of 160 feet, more or less, to the point of intersection
with the Easterly prolongation of the South line of Lot 77 of said Tract No. 4674; thence
North 890 11' 45" West along said line a distance of 264 feet, more or less, to the point
of beginning.
Except therefrom that portion conveyed to the State of California, as more particularly
described in that certain document recorded February 16, 1966 in Book 7842, Page 603 of
Official Records.
ATTACFIMENTI
Site No. 0G35XC086G
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
UNOFFICIAL UNTIL APPROVED
THE CITY OF COSTA MESA
MEETING OF THE PARKS AND RECREATION COMMISSION
MAY 25, 2017; 6:00 P.M.
1. Call to Order: The Parks and Recreation Commission meeting was called to order by
Chair Pederson at 6:04 p.m. on May 25, 2017 at City Hall, 77 Fair Drive, Costa Mesa,
California.
2. Pledge of Allegiance: Commissioner Reynolds
3. Roll Call
Present: Commissioner Bogner; Commissioner Ersoylu, PhD; Vice Chair McNabb;
Chair Pederson; Commissioner Reynolds
Absent:
Staff Present: Rick Francis, Assistant City Manager; Raja Sethuraman, Public
Services Director, Thom Coughran, Interim Maintenance Services Manager; Baltazar
Mejia, City Engineer; Justin Martin, Recreation Manager; & Samantha Hall,
Administrative Secretary
4. Approval of the Minutes of the April 27, 2017 Meeting of the PRC
Commissioner Reynolds requested changes to the minutes as follows: On page 5
change "...and PRC's lack of readiness for recommendation to City Council" to "and
the PRC's finding that the report was not ready for recommendation to City Council",
and on Page 5 change the word "inability" to "unwillingness".
MOTION made by Vice Chair McNabb to approve the minutes with
Commissioner Reynolds' changes, seconded by Commissioner Reynolds.
MOTION carries 5-0.
5. Public Comments
1. Bob Brooks, Long Beach, introduced the Orange County Model Engineers
(OCME) to the PRC Commission and spoke on their events.
2. Jim Gray, Costa Mesa, spoke in favor of expansion of the Skate Park.
3. Kim Hendricks, Costa Mesa, thanked PRC Commission for their review of the
Open Space Master Plan Draft Report, requested PRC Commissioners to follow-
up on vernal pool damage at Fairview Park, spoke on scheduling conflict regarding
PRC Meeting and Biodiversity of Fairview Park Lecture, and delineation of vernal
pools at Fairview Park.
4. Bill McCarty, Costa Mesa, spoke on budgeted money for Fairview Park,
Commissioner and public input on the Fairview Park Administrator position, current
grant opportunities for Fairview Park, and requested PRC Commissioner meetings
with the public to discuss projects and updates.
5. Jay Humphrey, Costa Mesa, spoke on scheduling conflict with "park -like meeting",
budgeted money for Fairview Park, park fee money derived from housing
Minutes — Parks and Recreation Commission — May 25, 2017 — Page 1
UNOFFICIAL UNTIL APPROVED
developments and usage of that money to increase park acreage.
6. Resident, Costa Mesa, read excerpt from `In Flanders Fields' poem, spoke on
poppies and the Memorial Day Holiday, drug infiltration via wars, articles in the OC
Register, and the dangers of fentanyl.
7. Resident, Costa Mesa, requested city staff to listen to residents, spoke on lack of
necessity for build outs, spoke on Wilson Park and lack of benches and bathroom
access.
6. Commissioner Comments
Commissioner Ersoylu declined comment.
Vice Chair McNabb thanked public for attendance, spoke on Costa Mesa Connect
application, advised that the Diego Sepulveda Adobe is open on the 1St and 3rd
Saturday of every month, and spoke on the write up on Angels Playground in Orange
Coast Magazine.
Commissioner Bogner thanked public for attendance, spoke on improvements to
Angel's Park, addressed feedback requesting additional apparatus for special needs
children at Angels Playground, spoke on homeless issues in Heller Park restrooms,
spoke on issues at TeWinkle Park and Wilson Park including camping and drug use
and asked staff to increase patrols in these areas and requested a moment of silence
for fallen soldiers, in honor of Memorial Day, at the end of the meeting.
Commissioner Reynolds thanked the public for attendance in meetings, spoke in
agreeance of praise for Costa Mesa Connect application, spoke on the scheduling
conflict [regarding the Fairview Park Biodiversity Class and PRC Meeting], spoke on
city email glitch [some emails being rejected by the City's server], and requested a
presentation on Fairview Park updates.
Chair Pederson spoke on the email glitch, visiting Castaways Park to honor veterans
for Memorial Day, local cemetery honoring veterans, requested to agendize a
discussion for a study session at Fairview Park, requested a report on the Skate Park,
and requested info on the Daylight Savings Time assembly bill.
Discussion ensued on previous Daylight Savings Time stance taken by PRC and City
Council.
Chair Pederson requested the Daylight Savings Time issue to be brought to the next
PRC Meeting and spoke on ramifications of [ending] Daylight Savings Time.
7. Consent Calendar
a) Instructional Class Proposal
MOTION made by Commissioner Reynolds to approve the Consent Calendar,
seconded by Commissioner Ersoylu. MOTION carries 5-0.
Minutes — Parks and Recreation Commission — May 25, 2017 — Page 2
UNOFFICIAL UNTIL APPROVED
8. Old Business
a) Shiffer Park Cell Site Upgrades
Mr. Bart Mejia presents report.
Mr. Rick Francis provides additional information.
Chair Pederson thanked staff for answering concerns.
Public Comments
1. Resident, Costa Mesa, spoke against the cell site upgrades and spoke on fentanyl
and heroin as an act of terrorism.
2. George Berg, Costa Mesa, spoke on resident usage at Shiffer Park and spoke
against the cell site upgrade.
3. Olga Reynolds, Costa Mesa, spoke against the cell site upgrade.
4. Bill McCarty, Costa Mesa, spoke against the cell site upgrade.
5. Kim Hendricks, Costa Mesa, spoke against the cell site upgrade and of sober living
homes.
Discussion ensued on potential for removal of current cell tower, sympathy for the
public commenter that lives near the park but advised not the "single voice",
thanked public for comments, deficit of current open space, difficulty to reconcile
approving reduction of existing open space, activity level at the handball court, and
availability of alternative courts at local high schools.
MOTION made by Chair Pederson to recommend to City Council to approve the
proposed location and improvements of the installation of additional equipment
of the cell tower at Shiffer Park, seconded by Vice Chair McNabb. MOTION
carries 4-1.
b) Open Space Master Plan of Parks and Recreation
Mr. Bart Mejia presents report.
Public Comments
1. Robin Leffler, Costa Mesa, spoke as a representative for Mesa Verde Community
Inc., thanked Commissioners for their consideration and responsiveness regarding
Tanager Park, thanked staff, spoke against Tanager Park recommendations, read
email from another resident, and spoke against lighted tennis courts.
2. Kim Hendricks, Costa Mesa, spoke on lack of public comments in RJM report and
supported Commissioners Ersolyu, Reynolds, and Vice Chair McNabb's
comments regarding methodology, age of Costa Mesa population, AYSO 120 field
allocation, suggested Costa Mesa United funds be given to Fairview Park
Preservation Alliance, requested Land IQ staff member Travis Brooks to be
present if PRC Commissioners have a meeting at Fairview Park.
Minutes — Parks and Recreation Commission — May 25, 2017 — Page 3
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3. Resident, Costa Mesa, spoke on [perceived] blockage of documents and mail,
requested a sign that says Costa Mesa is not for sale, and spoke on previous PRC
Meeting's tree removal request.
4. Resident, Costa Mesa, spoke on high school handball courts, security at City Hall,
society turning their back on God, and spoke on time frame regarding the Open
Space Master Plan.
5. Brett Woods, Costa Mesa, spoke as a representative of AYSO 97 and spoke on
lighting feasibility studies at Kaiser, Parsons, and Davis schools and advised his
group would be willing to pay half of the cost for lighting two fields at Kaiser.
6. Bill McCarty, Costa Mesa, spoke in support of the PRC Commissioners getting the
[Open Space Master Plan] right, additional comments not being included in the
report, spoke on email glitch, and the functionality of Costa Mesa Connect.
Commissioner Reynolds spoke on her previously submitted comments, availability of
submitted documents by the public, deficit of open space, inaccurate data, and her
recommendations as follows:
Recommendation # 1: recommended using accurate data;
Recommendation # 2: make more recommendations and make the
recommendations clearer on how we address one of the high priorities — to increase
open space in the city;
Recommendation # 3: recalculate current acreage per 1,000 residents based on
accurate data including only space that is accessible to the public;
Recommendation # 4: organization of the `Executive Summary' including language
and potential review/update to the assumption of <1% growth through 2035;
Recommendation # 5: consolidation of all relevant reports and listing in one place;
Recommendation # 6: inaccuracies in park inventory on page 37, request for
timeframe on which data is based to be included, request for further analysis by
consultant.
Commissioner Reynolds displayed a map from page 59 and discussed misleading
portrayal of park rich and park poor areas and discussed inability to make proper
decisions with inaccurate information, and recommended exercise on park equity.
Commissioner Ersolyu spoke on park acreage reports, report inaccuracies, data
clarity, typo on page 95, clear methodology, inconsistencies on pages 73 and 74 and
request for the first column to be removed on page 74.
Commissioner Bogner requested a point of clarification and advised that the table on
page 74 is for facility needs and the table on page 95 is for program needs, spoke on
the tools used to weight the phone survey results versus the community workshop
results, spoke in support of the Brentwood Park project, and recommended dog waste
receptacles at all parks.
Chair Pederson spoke on the availability of submitted documents by the public and
inclusion in report for City Council.
Discussion ensued on the public opinion survey's analysis, confirmation that some
Minutes — Parks and Recreation Commission — May 25, 2017 — Page 4
UNOFFICIAL UNTIL APPROVED
items from the public opinion survey are weighted once while other items from the
same public opinion survey are weighted twice, process to correct inaccuracies in the
General Plan in order to correct inaccuracies in the Open Space Master Plan,
frequency of General Plan updates, consultant evaluation to determine accuracy,
definition of open space per the General Plan, request for a park/green space
inventory, possibility of request for a park/green space inventory being a new study,
clarification of open space in the Open Space Master Plan including buildings within
the footprint of the park space, clarification that the 3.6 acres of open space per 1,000
residents includes space that has buildings, definition of open space on page 23 of
the Open Space Master Plan as: `For the purposes of this report, "Open Space" shall
be defined as any open piece of land that is undeveloped, has no buildings or other
built structures, partly or completely covered with trees, grass, shrubs, or other
vegetation and is generally accessible by the public'.
Commissioner Reynolds made recommendation to recalculate the acreage per 1,000
residents according to the definition of open space in the Open Space Master Plan,
clarification of findings between recommendations and proposed investments, and
asked for clarification as to why the summary table on page 119 only has four priorities
and why the pool is still listed as a top priority.
Discussion ensued on the public workshops held in 2016, multiple streams of data,
layout on page 118 vs. table summary on page 119, and perceived lack of organization
in RJM report.
Commissioner Reynolds made recommendation to include all top facility and program
priorities identified in the study with recommendations to address those priorities
regarding the summary table on page 119.
Commissioner Bogner offered her interpretation of summary table on page 119.
Commissioner Reynolds spoke on public and Commissioner input regarding the RJM
report and previous requests for data and clarity.
MOTION made by Commissioner Reynolds to approve the Open Space Master
Plan report with all community input and Commissioner recommendations to
City Council for review, seconded by Vice Chair McNabb. MOTION carries 5-0.
9. New Business
a) Review of Proposed Capital Improvement Program (CIP) for Fiscal Year 2017-
2018 through 2023-2024
Mr. Bart Mejia presents report.
Discussion ensued on bike rack funding, budget priorities as related to acquisition of
open space, budget recommendation for skate park expansion, CIP opportunities that
could result in additional open space, lack of security lighting in the CIP, CIP items as
related to safety, funding for lighting from previously approved budgeting, explanation
Minutes — Parks and Recreation Commission — May 25, 2017 — Page 5
UNOFFICIAL UNTIL APPROVED
of Fairview Park — On Call Environmental Services and what it encompasses, and
Fairview Park — On Call Environmental Services to include tribal consultation.
Public Comments
1. Cynthia McDonald, Costa Mesa, spoke on goals of improving safety and
connectivity for cyclists, spoke on bike friendly city status, walkable city status, and
heel status, and spoke on lighting at the tennis center.
2. Kim Hendricks, Costa Mesa, spoke against lighting and artificial turf at Parson
Field, in favor of lighting at Kaiser, requested Fairview Park Riparian Habitat
project to be looked at in detail, and spoke on the ORA -58 Fill Removal project.
3. Rick Huffman, Costa Mesa, requested LED lighting and expansion at the tennis
center, suggested a pay -to -play system for the skate park and suggested a skate
park in another area of the city.
4. Resident, Costa Mesa, spoke on previous lawsuit against the city, curbs, blocks,
weeds, overhead wires — and requested to know if these issues were the
responsibility of the city or business owners, and spoke on basketball courts at
Pinkley Park.
5. Jim Gray, Costa Mesa, spoke in favor of skate park expansion, discussed
unattended skate parks as related to city liability, and spoke on art inclusion
throughout the city.
6. Eddie Prosser, Costa Mesa, spoke in favor of skate park expansion.
Commissioner Reynolds asked for clarification that the presented budget [Review of
Proposed Capital Improvement Program (CIP) for Fiscal Year 2017-2018 through
2023-2024] will go to City Council to review with all comments and minutes up to this
point and that future input would be considered until the public hearing on the budget
at City Council. Commissioner Reynolds recommended to maintain acquisition of
open space as a priority in the budget.
MOTION made by Chair Pederson to recommend to City Council to keep Item #
18 bicycle racks for $25,000, seconded by Vice Chair McNabb. MOTION carries
5-0.
MOTION made by Commissioner Bogner to move up the priority of the security
lighting Item # 38 to the current fiscal year. MOTION fails for lack of second.
MOTION made by Vice Chair McNabb to move Costa Mesa Tennis Center —
Master Plan Improvements for $30,000; Costa Mesa Tennis Center — Replace
Tennis Lighting for $300,000; Costa Mesa Tennis Center— Plumbing Fixtures for
$10,000 to the current fiscal year. MOTION fails for lack of second.
Commissioner Ersolyu requested consideration to move lighted basketball courts from
FY 20/21 to an earlier fiscal year with location dependent on community need.
Commissioner Bogner responded to public commenter regarding `inviting trouble'
comment and advised it is interesting to approve projects but there is a lack of safety
and security measures to protect the projects and recommended City Council to look
Minutes — Parks and Recreation Commission — May 25, 2017 — Page 6
UNOFFICIAL UNTIL APPROVED
at this issue.
MOTION made by Vice Chair McNabb to remove two new tennis courts at
Tanager Park from FY 21/22, seconded by Chair Pederson. MOTION carries 4-
1.
Commissioner Reynolds discussed the importance of separating Item # 6 into two
distinct items to separate an environmental consultant to deal with the protected
habitat area and an appropriate tribe representative(s) for cultural and sacred areas.
MOTION made by Commissioner Reynolds to separate Item # 6 into two distinct
items labeled 6a — On Call Environmental Services for environmental issues and
6b — Tribal Consultation for cultural resources and archeological
discoveries/protections, seconded by Commissioner Ersolyu. MOTION carries
5-0.
10. Recreation Manager's Report
Mr. Justin Martin presents report.
Chair Pederson thanked Justin for email updates and the invitation to the field
allocation meetings.
Discussion ensued on interest and logistics regarding a study session at Fairview Park
Chair Pederson requested a moment of silence for fallen soldiers.
11.Adjournment
The meeting was adjourned by Chair Pederson at 9:23 p.m.
The Next Regular Meeting of The Parks And Recreation Commission
is on Thursday, June 22, 2017
Prepared by Samantha Hall
PRC Secretary
Submitted by Justin Martin
Recreation Manager
Minutes — Parks and Recreation Commission — May 25, 2017 — Page 7
ATTACHMENT 4
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 June 19, 2000 (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 Lease commenced on September 8, 2000, and
expired on September 7, 2005; 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 7, 2015. 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: Shiffer Park, Costa Mesa 1
Crown's Site Name: Schiffer Park; Business Unit #: 879035
WHEREAS, the parties desire to replace the City Council's approval of such renewal terms
with automatic renewal terms; and
WHEREAS, since September 8, 2015, 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 September 8, 2000 (the "Commencement Date") and
expiring on September 7, 2005.
(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
appraisal of the Premises shall be made by a duly licensed independent real
Lessor's Site Name: Shiffer Park, Costa Mesa 2
Crown's Site Name: Schiffer Park; Business Unit #: 879035
2040.
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 of this Lease exceed a total of forty-eight (48) years.
Lessor and Lessee hereby acknowledge that the final extension expires on September 7,
3. Annual Rent. Paragraph 4 of the Lease is hereby amended as follows:
(a) Rent. On September 1, 2020, 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
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 September 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 September 1,
2021.
Lessor's Site Name: Shiffer Park, Costa Mesa
Crown's Site Name: Schiffer Park; Business Unit #: 879035
4. Park Mural Payment. Lessee will pay to Lessor a one-time amount of Three
Thousand and 00/100 Dollars ($3,000.00) for the full execution of this First Amendment ("Park
Mural Payment" or "PMP"). Lessor will use the PMP for a mural at Shiffer Park. Lessee will pay
to Lessor the PMP 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 PMP to Lessor.
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 seven hundred fifty-eight (758) 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) forty
percent (40%) 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
Premises Future Sublessee. Lessee shall have no obligation for payment to Lessor of such share
Lessor's Site Name: Shiffer Park, Costa Mesa 4
Crown's Site Name: Schiffer Park; Business Unit #: 879035
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) install
lighting, (2) demolish a concrete slab, and (3) install an enclosure around the perimeter of the
Premises, 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: Shiffer Park, Costa Mesa 5
Crown's Site Name: Schiffer Park; Business Unit #: 879035
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: Shiffer Park, Costa Mesa 6
Crown's Site Name: Schiffer Park; Business Unit #: 879035
(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. Improvement; Access. Paragraph 5(d) of the Lease is hereby deleted in its entirety
and the following is inserted in its place:
Lessor grants to Lessee, Lessee's employees, agents, contractors, sublessees, licensees and
their employees, agents and contractors and subcontractors, during the Term of this Lease,
an easement over and upon Lessor's Property in the location shown in Attachment 2-A
attached hereto and incorporated by this reference, for construction, use, maintenance and
repair of an access road for ingress and egress seven (7) days per week, twenty-four (24)
hours per day, for pedestrians and all types of motor vehicles, to extend from the nearest
public right-of-way to the Premises. 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 lock box 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.
Lessor's Site Name: Shiffer Park, Costa Mesa 7
Crown's Site Name: Schiffer Park; Business Unit #: 879035
12. Improvement; Utilities. Paragraph 5(f) of the Lease is hereby deleted in its entirety
and the following is inserted in its place:
Lessor grants to Lessee, Lessee's employees, agents, contractors, sublessees, licensees and
their employees, agents and contractors, during the Term of this Lease, a utility easement
(the "Utility Easement") over, under and upon Lessor's Property in the location shown in
Attachment 2-A attached hereto and incorporated by this reference, for the installation,
repair, replacement and maintenance of utility wires, poles, cables, conduits and pipes,
provided that in the event that any public utility is unable or unwilling to use the Utility
Easement in the location shown in Attachment 2-A, upon Lessor's written approval, which
approval shall not be unreasonably withheld, conditioned or delayed, Lessor shall grant an
alternate easement either to Lessee or directly to the public utility at no cost to Lessee.
13. Lessor's Property. Lessor and Lessee acknowledge that Attachment 1 to the Lease
and Memorandum of Lease, recorded in Orange County, California on January 29, 2001 as
Instrument Number 20010048975 ("Original Memorandum"), inadvertently included an
inaccurate legal description of Lessor's Property. Attachment 1-A attached hereto and
incorporated by this reference, which describes Lessor's Property, hereby replaces Attachment 1
to the Lease and Original Memorandum and all references to Lessor's Property shall be deemed
to refer to the property described in Attachment 1-A.
14. Miscellaneous. Paragraph 17 of the Lease is amended to include the following
subsections to read as follows:
(1) BankMtcX
(i) Lessor and the 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).
(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
Lessor's Site Name: Shiffer Park, Costa Mesa 8
Crown's Site Name: Schiffer Park; Business Unit #: 879035
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.
15. Access Path. Lessee shall pave the access pathway used by Lessee for access to the
Premises in accordance with the scope of work described in Exhibit `B" attached hereto ("Paving
Project"), provided the Paving Project is approved by the appropriate zoning and permitting
agency governing the Premises. The Paving Project shall be substantially completed within twelve
(12) months following the full execution of this First Amendment.
16. 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.
Lessor's Site Name: Shiffer Park, Costa Mesa 9
Crown's Site Name: Schiffer Park; Business Unit #: 879035
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.
17. Notices. Lessee's notice address as stated in the Lease is amended as follows:
LESSEE'S PRIMARY CONTACT STC ONE LLC
c/o Crown Castle USA Inc.
Attn: Legal — Real Estate Dept.
2000 Corporate Drive
Canonsburg, PA 15317
18. 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.
19. 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
First Amendment shall extend to and be binding upon the respective executors, administrators,
heirs, successors and assigns of Lessor and Lessee.
20. Entire Agreement. This First Amendment, together with the Lease constitutes the
entire agreement between the parties and supersedes all prior negotiations, arrangements,
Lessor's Site Name: Shiffer Park, Costa Mesa 10
Crown's Site Name: Schiffer Park; Business Unit #: 879035
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: Shiffer Park, Costa Mesa 1 1
Crown's Site Name: Schiffer Park; Business Unit #: 879035
This First Amendment is executed by Lessor as of the date first written above.
ATTEST:
By:
Print Name:
Title:
APPROVED AS TO FORM:
IIn
Print Name:
Title:
LESSOR:
THE CITY OF COSTA MESA,
a municipal corporation
By:
Print Name:
Title:
[Lessee Execution Page Follows]
Lessor's Site Name: Shiffer Park, Costa Mesa 12
Crown's Site Name: Schiffer Park; Business Unit #: 879035
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
III, LLC,
a Delaware limited liability company
Its: Attorney In Fact
ME
Print Name:
Title:
Lessor's Site Name: Shiffer Park, Costa Mesa 13
Crown's Site Name: Schiffer Park; Business Unit #: 879035
Attachment I -A
(Legal Description of Lessor's Property)
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE,
STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PORTION OF LOT 2, BLOCK'C' OF THE BERRY TRACT, IN THE CITY OF COSTA
MESA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP
RECORDED IN BOOK 9, PAGES 6 OF MISCELLANEOUS RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF LOT 39, TRACT NO. 4674, PER MAP
THEREOF RECORDED IN BOOK 223, PAGES 49 AND 50 OF MISCELLANEOUS MAPS,
RECORDS OF ORANGE COUNTY, CALIFORNIA;
THENCE SOUTH 0 DEGREES 52' 11" WEST ALONG THE EAST LINE OF SAID LOT 39
AND THE EAST LINE OF TRACT NO. 4674 A DISTANCE OF 520.00 FEET TO THE
SOUTHEAST CORNER OF LOT 61 OF SAID TRACT NO. 4674; THENCE SOUTH 89
DEGREES 11' 45" EAST ALONG THE EASTERLY PROLONGATION OF THE SOUTH LINE
OF SAID LOT 61, A DISTANCE OF 260 FEET, MORE OR LESS, TO THE WEST LINE OF
THAT CERTAIN PARCEL OF LAND CONVEYED BY DEED TO CHARLES EDWARD
VETTER AND RECORDED AUGUST 22, 1960 IN BOOK 5384, PAGE 356 OF OFFICIAL
RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE SOUTH 0 DEGREES 52' 11"
WEST ALONG THE WEST LINE OF SAID LAND TO VETTER AND THE SOUTHERLY
PROLONGATION THEREOF, A DISTANCE OF 100.00 FEET TO THE POINT OF
INTERSECTION WITH THE EASTERLY PROLONGATION OF THE SOUTH LINE OF LOT
77 OF SAID TRACT NO. 4674; THENCE SOUTH 89 DEGREES 11 DEGREES 45" EAST
ALONG SAID EASTERLY PROLONGATION A DISTANCE OF 264.00 FEET TO THE EAST
LINE OF SAID LOT 2, BLOCK'C' OF THE BERRY TRACT; THENCE NORTH 0 DEGREES
55'29" EAST ALONG SAID EAST LINE A DISTANCE OF 650 FEET, MORE OR LESS, TO
THE POINT OF INTERSECTION WITH THE CENTERLINE OF GISLER AVENUE;
THENCE NORTH 89 DEGREES 11' 45" WEST ALONG THE CENTERLINE OF SAID
GISLER AVENUE A DISTANCE OF 530.56 FEET TO THE POINT OF INTERSECTION
WITH THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID TRACT
NO. 4674; THENCE SOUTH 0 DEGREES 52' 11" WEST ALONG SAID PROLONGATION A
DISTANCE OF 30.00 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION LYING WITHIN GISLER AVENUE.
ALSO EXCEPTING THEREFROM THE FOLLOWING:
BEGINNING AT THE INTERSECTION OF THE NORTHERLY PROLONGATION OF THE
EASTERLY LINE OF SAID LOT WITH THE NORTHERLY LINE OF THAT CERTAIN
UNDESIGNATED STRIP OF LAND LYING NORTHERLY OF SAID LOT AS SHOWN ON
SAID MAP;
Lessor's Site Name: Shiffer Park, Costa Mesa 14 Attachment 1-A
Crown's Site Name: Schiffer Park; Business Unit #: 879035
THENCE ALONG SAID NORTHERLY LINE NORTH 89 DEGREES II' 45" WEST A
DISTANCE OF 107.20 FEET; THENCE SOUTH 4 DEGREES 55'17" EAST A DISTANCE OF
723.87 FEET TO A LINE PARALLEL WITH AND DISTANT WESTERLY 40.00 FEET,
MEASURED AT RIGHT ANGLES, FROM THE EASTERLY LINE OF SAID LOT; THENCE
ALONG SAID PARALLEL LINE SOUTH 0 DEGREES 55'29" WEST A DISTANCE OF 100.00
FEET; THENCE AT RIGHT ANGLES TO SAID PARALLEL LINE SOUTH 89 DEGREES 04'
31" EAST A DISTANCE OF 40.00 FEET TO SAID EASTERLY LINE; THENCE NORTH 0
DEGREES 55'29" EAST ALONG SAID EASTERLY LINE A DISTANCE OF 820.00 FEET TO
THE POINT OF BEGINNING.
Lessor's Site Name: Shiffer Park, Costa Mesa 15 Attachment 1-A
Crown's Site Name: Schiffer Park; Business Unit #: 879035
Attachment 2-A
(Depiction of the Premises and Lessee's Facility)
EXISTING PREMISES DESCRIPTION (EXISTING LEASE AREA) (As -Surveyed)
SITUATED IN THE CITY OF COSTA MESA, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AND BEING A PORTION OF LOT 2 IN BLOCK "C" OF THE BERRY TRACT,
AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 6 OF MISCELLANEOUS
RECORDS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF LOT 39 OF TRACT NO. 4674, AS
SHOWN ON A MAP RECORDED IN BOOK 223, PAGES 49-50;
THENCE SOUTH 890 11' 45" EAST, ALONG THE EASTERLY EXTENSION OF THE
SOUTHERLY RIGHT-OF-WAY LINE OF GISLER AVENUE, A DISTANCE OF 388.65' TO
A POINT;
THENCE SOUTH 000 33'05" WEST, LEAVING SAID RIGHT-OF-WAY LINE, A DISTANCE
OF 2.59' TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 890 26'55" EAST, A DISTANCE OF 22.50' TO A POINT;
THENCE SOUTH 000 33'05" WEST, A DISTANCE OF 34.30' TO A POINT;
THENCE NORTH 890 26'55" WEST, A DISTANCE OF 22.50' TO A POINT;
THENCE NORTH 000 33'05" EAST, A DISTANCE OF 34.30' TO THE TRUE POINT OF
BEGINNING AND CONTAINING 0.018 ACRES (772 SQUARE FEET) OF LAND MORE OR
LESS.
TOGETHER WITH A NON-EXCLUSIVE EASEMENT IN, ON, OVER, UNDER AND
ACROSS THE LESSOR'S PROPERTY FOR INGRESS, EGRESS, PARKING, VEHICULAR
MANEUVERING, EQUIPMENT AND UTILITIES IN ORDER TO CONSTRUCT, INSTALL,
OPERATE, MAINTAIN OR REMOVE ANY RADIO COMMUNICATION FACILITY AND
EQUIPMENT.
ADDITIONAL PREMISES DESCRIPTION (EXPANSION LEASE AREA) (As -Surveyed)
SITUATED IN THE CITY OF COSTA MESA, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AND BEING A PORTION OF LOT 2 IN BLOCK "C" OF THE BERRY TRACT,
AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 6 OF MISCELLANEOUS
RECORDS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF LOT 39 OF TRACT NO. 4674, AS
SHOWN ON A MAP RECORDED IN BOOK 223, PAGES 49-50;
THENCE SOUTH 890 11' 45" EAST, ALONG THE EASTERLY EXTENSION OF THE
SOUTHERLY RIGHT-OF-WAY LINE OF GISLER AVENUE, A DISTANCE OF 388.65' TO
A POINT;
THENCE SOUTH 000 33'05" WEST, LEAVING SAID RIGHT-OF-WAY LINE, A DISTANCE
OF 2.59' TO A POINT;
THENCE SOUTH 000 33'05" WEST, A DISTANCE OF 34.30' TO THE TRUE POINT OF
BEGINNING;
THENCE SOUTH 890 26'55" EAST, A DISTANCE OF 22.50' TO A POINT;
THENCE SOUTH 000 33'05" WEST, A DISTANCE OF 33.70' TO A POINT;
Lessor's Site Name: Shiffer Park, Costa Mesa 16 Attachment 2-A
Crown's Site Name: Schiffer Park; Business Unit #: 879035
THENCE NORTH 890 26'55" WEST, A DISTANCE OF 22.50' TO A POINT;
THENCE NORTH 000 33'05" EAST, A DISTANCE OF 33.70' TO THE TRUE POINT OF
BEGINNING AND CONTAINING 0.017 ACRES (758 SQUARE FEET) OF LAND MORE OR
LESS.
TOGETHER WITH A NON-EXCLUSIVE EASEMENT IN, ON, OVER, UNDER AND
ACROSS THE LESSOR'S PROPERTY FOR INGRESS, EGRESS, PARKING, VEHICULAR
MANEUVERING, EQUIPMENT AND UTILITIES IN ORDER TO CONSTRUCT, INSTALL,
OPERATE, MAINTAIN OR REMOVE ANY RADIO COMMUNICATION FACILITY AND
EQUIPMENT.
PREMISES DESCRIPTION (EXISTING PREMISES AND ADDITIONAL PREMISES
COMBINED) (As -Surveyed)
SITUATED IN THE CITY OF COSTA MESA, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AND BEING A PORTION OF LOT 2 IN BLOCK "C" OF THE BERRY TRACT,
AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 6 OF MISCELLANEOUS
RECORDS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF LOT 39 OF TRACT NO. 4674, AS
SHOWN ON A MAP RECORDED IN BOOK 223, PAGES 49-50;
THENCE SOUTH 890 11' 45" EAST, ALONG THE EASTERLY EXTENSION OF THE
SOUTHERLY RIGHT-OF-WAY LINE OF GISLER AVENUE, A DISTANCE OF 388.65' TO
A POINT;
THENCE SOUTH 000 33'05 " WEST, LEAVING SAID RIGHT-OF-WAY LINE, A DISTANCE
OF 2.59' TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 890 26'55" EAST, A DISTANCE OF 22.50' TO A POINT;
THENCE SOUTH 000 33'05" WEST, A DISTANCE OF 68.00' TO A POINT;
THENCE NORTH 890 26'55" WEST, A DISTANCE OF 22.50' TO A POINT;
THENCE NORTH 000 33'05" EAST, A DISTANCE OF 68.00' TO THE TRUE POINT OF
BEGINNING AND CONTAINING 0.035 ACRES (1,530 SQUARE FEET) OF LAND MORE
OR LESS.
TOGETHER WITH A NON-EXCLUSIVE EASEMENT IN, ON, OVER, UNDER AND
ACROSS THE LESSOR'S PROPERTY FOR INGRESS, EGRESS, PARKING, VEHICULAR
MANEUVERING, EQUIPMENT AND UTILITIES IN ORDER TO CONSTRUCT, INSTALL,
OPERATE, MAINTAIN OR REMOVE ANY RADIO COMMUNICATION FACILITY AND
EQUIPMENT.
Lessor's Site Name: Shiffer Park, Costa Mesa 17 Attachment 2-A
Crown's Site Name: Schiffer Park; Business Unit #: 879035
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Lessor's Site Name: Shiffer Park, Costa Mesa 18 Attachment 2-A
Crown's Site Name: Schiffer Park; Business Unit #: 879035
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Lessor's Site Name: Shiffer Park, Costa Mesa 18 Attachment 2-A
Crown's Site Name: Schiffer Park; Business Unit #: 879035
Lessor's Site Name: Shiffer Park, Costa Mesa 19 Attachment 2-A
Crown's Site Name: Schiffer Park; Business Unit #: 879035
Lessor's Site Name: Shiffer Park, Costa Mesa 20 Attachment 2-A
Crown's Site Name: Schiffer Park; Business Unit #: 879035
Exhibit A
(Scope of Work for Lighting and Fence/Wall)
v
(1) install lighting to match exiting,
(2) install an enclosure around the perimeter of the Premises, to match existing
wall height & gate
Lessor's Site Name: Shiffer Park, Costa Mesa 21 Exhibit A
Crown's Site Name: Schiffer Park; Business Unit #: 879035
Exhibit B
(Scope of Work for Paving Project)
Lessor's Site Name: Shiffer Park, Costa Mesa 22
Crown's Site Name: Schiffer Park; Business Unit #: 879035
New 10'x 10' turf
block pad bordered by
redwood timber
added for vehicle
turnaround
New 10' wide turf
block vehicle path
bordered by redwood
timber construction
Remove existing
concrete and replace
with turf block path
bordered by redwood
timber
Exhibit B
Lessor's Site Name: Shiffer Park, Costa Mesa 23
Crown's Site Name: Schiffer Park; Business Unit #: 879035
Build 10' wide turf block
path bordered by redwood
timber from existing
concrete path to join new
turf block installed at
handball court
Add concrete to existing
path for approximately 50'
to make 10' width at this
curve
Exhibit B
** Not to scale, not representative of final size or placement**
Add concrete to existing
path for approximately 25'
distance to increase width
of path at curve to 10'
Sawcut existing curb to 4"
height to allow services
vehicles to access the path
Scope of work: New 10' x 10' turf block pad bordered by redwood timber added for vehicle
turnaround; New 10' wide turf block vehicle path bordered by redwood timber construction;
Remove existing concrete and replace with turf block path bordered by redwood timber; Build 10'
wide turf block path bordered by redwood timber from existing concrete path to join new turf
block installed at handball court; Add concrete to existing path for approximately 50' to make 10'
width at this curve; Add concrete to existing path for approximately 25' distance to increase width
of path at curve to 10'; Sawcut existing curb to 4" height to allow services vehicles to access the
path.
Lessor's Site Name: Shiffer Park, Costa Mesa 24 Exhibit B
Crown's Site Name: Schiffer Park; Business Unit #: 879035
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. 418-052-65 Prior recorded document(s) in Orange County, California:
Recorded on January 29, 2001 at #20010048975
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 June 19, 2000
(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 Attachment 1-A attached hereto.
Site Name: Schiffer Park 1
Business Unit #: 879035
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
Exempt -remaining lease term with renewal options is 35 years or less
Thrifty v. County of Los Angeles (1989) 210 Cal.App.3d 881
Signature of Declarant or agent
2. STC One LLC, which is registered in California as Tower Company One LLC, is
currently the lessee under the Lease as successor in interest to Original Lessee.
3. 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
4. The Lease had an initial term that commenced on September 8, 2000 and expired
on September 7, 2005. The Lease provides for two (2) automatic extensions of five (5) years
each, the first two (2) of which were exercised by Lessee (each extension is referred to as a
"Renewal Term"). According to the Lease, the final Renewal Term expired September 7, 2015.
5. A Memorandum of the Lease was recorded in Orange County, California, on
January 29, 2001, as Instrument Number 20010048975 ("Original Memorandum"), whereby
Attachment 1 to the Original Memorandum inadvertently included an inaccurate legal
description of the Lessor's Property.
6. 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 five
(5) additional Renewal Terms of five (5) years each. Pursuant to the First Amendment, the final
Renewal Term expires on September 7, 2040.
7. By the First Amendment, Lessor granted to Lessee an expansion of the Premises
of seven hundred fifty-eight (758) square feet. Additional details of the foregoing expansion are
set forth in the First Amendment.
8. Attachment 1 to the Original Memorandum is hereby amended by deleting the
Attachment in its entirety and inserting Attachment 1-A attached hereto in its place. All
references to the Lessor's Property in the Lease and Original Memorandum shall be deemed to
refer to the property described in Attachment 1-A attached hereto.
9. 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
Site Name: Schiffer Park 2
Business Unit #: 879035
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.
10. In the event of any inconsistency between this Memorandum and the First
Amendment, the First Amendment shall control.
11. 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.
12. This Memorandum does not contain the social security number of any person.
13. A copy of the First Amendment is on file with Lessor and Lessee.
[Execution Pages Follow]
Site Name: Schiffer Park 3
Business Unit #: 879035
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: Schiffer Park 4
Business Unit #: 879035
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,
ss.
before me, , 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: Schiffer Park 5
Business Unit #: 879035
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:
[Acknowledgment Appears on Following Page]
Site Name: Schiffer Park 6
Business Unit #: 879035
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: Schiffer Park 7
Business Unit #: 879035
day of , 2017.
Notary Public's Signature
ATTACHMENT I -A
(Legal Description of the Lessor's Property)
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF ORANGE,
STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PORTION OF LOT 2, BLOCK 'C' OF THE BERRY TRACT, IN THE CITY OF
COSTA MESA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A
MAP RECORDED IN BOOK 9, PAGES 6 OF MISCELLANEOUS RECORDS OF LOS
ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF LOT 39, TRACT NO. 4674, PER MAP
THEREOF RECORDED IN BOOK 223, PAGES 49 AND 50 OF MISCELLANEOUS MAPS,
RECORDS OF ORANGE COUNTY, CALIFORNIA;
THENCE SOUTH 0 DEGREES 52' 11" WEST ALONG THE EAST LINE OF SAID LOT 39
AND THE EAST LINE OF TRACT NO. 4674 A DISTANCE OF 520.00 FEET TO THE
SOUTHEAST CORNER OF LOT 61 OF SAID TRACT NO. 4674; THENCE SOUTH 89
DEGREES 11'45" EAST ALONG THE EASTERLY PROLONGATION OF THE SOUTH
LINE OF SAID LOT 61, A DISTANCE OF 260 FEET, MORE OR LESS, TO THE WEST
LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED BY DEED TO CHARLES
EDWARD VETTER AND RECORDED AUGUST 22, 1960 IN BOOK 5384, PAGE 356 OF
OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE SOUTH 0
DEGREES 52' 11" WEST ALONG THE WEST LINE OF SAID LAND TO VETTER AND
THE SOUTHERLY PROLONGATION THEREOF, A DISTANCE OF 100.00 FEET TO THE
POINT OF INTERSECTION WITH THE EASTERLY PROLONGATION OF THE SOUTH
LINE OF LOT 77 OF SAID TRACT NO. 4674; THENCE SOUTH 89 DEGREES 11
DEGREES 45" EAST ALONG SAID EASTERLY PROLONGATION A DISTANCE OF
264.00 FEET TO THE EAST LINE OF SAID LOT 2, BLOCK 'C' OF THE BERRY TRACT;
THENCE NORTH 0 DEGREES 55'29" EAST ALONG SAID EAST LINE A DISTANCE OF
650 FEET, MORE OR LESS, TO THE POINT OF INTERSECTION WITH THE
CENTERLINE OF GISLER AVENUE; THENCE NORTH 89 DEGREES I P 45" WEST
ALONG THE CENTERLINE OF SAID GISLER AVENUE A DISTANCE OF 530.56 FEET
TO THE POINT OF INTERSECTION WITH THE NORTHERLY PROLONGATION OF THE
EASTERLY LINE OF SAID TRACT NO. 4674; THENCE SOUTH 0 DEGREES 52' 11"
WEST ALONG SAID PROLONGATION A DISTANCE OF 30.00 FEET TO THE POINT OF
BEGINNING.
EXCEPTING THEREFROM THAT PORTION LYING WITHIN GISLER AVENUE.
ALSO EXCEPTING THEREFROM THE FOLLOWING:
BEGINNING AT THE INTERSECTION OF THE NORTHERLY PROLONGATION OF THE
EASTERLY LINE OF SAID LOT WITH THE NORTHERLY LINE OF THAT CERTAIN
UNDESIGNATED STRIP OF LAND LYING NORTHERLY OF SAID LOT AS SHOWN ON
SAID MAP;
Site Name: Schiffer Park 8
Business Unit #: 879035
THENCE ALONG SAID NORTHERLY LINE NORTH 89 DEGREES 11' 45" WEST A
DISTANCE OF 107.20 FEET; THENCE SOUTH 4 DEGREES 55' 17" EAST A DISTANCE
OF 723.87 FEET TO A LINE PARALLEL WITH AND DISTANT WESTERLY 40.00 FEET,
MEASURED AT RIGHT ANGLES, FROM THE EASTERLY LINE OF SAID LOT; THENCE
ALONG SAID PARALLEL LINE SOUTH 0 DEGREES 55'29" WEST A DISTANCE OF
100.00 FEET; THENCE AT RIGHT ANGLES TO SAID PARALLEL LINE SOUTH 89
DEGREES 04' 31" EAST A DISTANCE OF 40.00 FEET TO SAID EASTERLY LINE;
THENCE NORTH 0 DEGREES 55' 29" EAST ALONG SAID EASTERLY LINE A
DISTANCE OF 820.00 FEET TO THE POINT OF BEGINNING.
Site Name: Schiffer Park 9
Business Unit #: 879035
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