HomeMy WebLinkAboutGTE Mobilnet DBA Verizon WirelessLAND LEASE AGREEMENT
This Land Lease Agreement ("Agreement") is made this ��� day of .✓✓�
2006, between the Town of Los Altos Hills, a Municipal Corporation, with its mailing address
located at 26379 Fremont Road, Los Altos Hills, California 94022, Tax ID # 94 — 6027523,
hereinafter designated LESSOR, and GTE Mobilnet of California Limited Partnership, a California
limited partnership, dba Verizon Wireless, by Cellco Partnership, its general partner, with its
principal office located at 180 Washington Valley Road, Bedminster, New Jersey 07921,
hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively referred to
hereinafter as the "Parties" or individually as the "Party."
LESSOR is the owner in fee of that certain real property located at 27210 Altamont Road,
Los Altos Hills, California 94022, and being further described as APN: 182-21-016 and 182-28-039
(the entirety of LESSOR's property is referred to hereinafter as the "Property"). LESSEE desires
to lease a portion of said Property onthe terms and conditions set forth herein, with a right-of-way
for access thereto, containing approximately seven hundred six (706) square feet of ground space
on the Property as shown on Exhibit "A" attached hereto and made a part hereof.
TERMS AND CONDITIONS OF LEASE
1. PREMISES. LESSOR hereby leases to LESSEE a portion of the Property and
being described as seven hundred six (706) square feet of ground space consisting of an
approximately seventeen (17) foot eight (8) inch by forty (40) foot portion of ground space for
LESSEE's equipment and ground space sufficient for the installation of a monopine antenna
structure, together with the non-exclusive right for ingress and egress, seven (7) days a week
twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and for the installation and
maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along a twelve (12)
foot wide right-of-way extending from the nearest public right-of-way, Altamont Road, to the
demised premises, said demised premises and right-of-way (hereinafter collectively referred to as
the "Premises") for access being substantially as described herein in Exhibit "A" attached hereto
and made a part hereof. The Premises shall be used by LESSEE and any authorized successors or
assignees of LESSEE for installation, operation and maintenance of a communications tower as
described in Paragraph 7, below.
In the event any public utility is unable to use the aforementioned right-of-way, the
LESSOR hereby agrees to grant an additional right-of-way either to the LESSEE or to the public
utility at no additional cost to the LESSEE.
2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property
and the Premises, and said survey shall then become Exhibit "B" which shall be attached hereto and
made a part hereof, and shall control in the event of boundary and access discrepancies between it
and Exhibit "A". Cost for such work shall be borne by the LESSEE.
3. TERM AND RENT. The initial term shall be for five (5) years and shall commence
on the first day of the month in which LESSEE is issued a building permit by LESSOR for the
proposed communications facility (the "Commencement Date"). The annual rental shall be
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Thirty -Six Thousand Dollars ($36,000.00), payable in equal monthly installments of Three
Thousand Dollars ($3,000.00), in advance, on the first day of each month, to LESSOR or to such
other person, firm or place as the LESSOR may, from time to time, designate in writing at least
thirty (30) days in advance of any rental payment date. The foregoing rent shall allow LESSEE to
locate one monopine wireless communications tower and equipment shed on the Premises.
LESSEE may locate no additional towers or facilities on the Premises without an amendment to
this Agreement.
Notwithstanding anything to the contrary in this Agreement, this Agreement shall
automatically terminate if LESSEE: (a) has not commenced construction of the communications
tower within one hundred eighty (180) days of the date that the LESSOR executes this Agreement;
or (b) has not, following commencement of construction, diligently pursued such construction to
completion. In the event this Agreement is automatically terminated pursuant to this provision,
LESSOR shall refund prepaid rent on a prorated basis based on 365 days in the rental period.
4. EXTENSIONS. This Agreement shall automatically be extended for two (2)
additional five (5) year term unless the LESSEE terminates it at the end of the then current term by
giving the LESSOR written notice of the intent to terminate at least six (6) months prior to the end
of the then current term.
5. EXTENSION RENTALS. Commencing upon the first annual armiversary of the
Commencement Date of this Agreement, and continuing on each anniversary thereafter,
("Adjustment Date") rent shall be increased by the percentage increase in the Consumer Price
Index, All Urban Consumers (CPI -U), San Francisco -Oakland -San Jose Area, All items (standards
reference base period 1982-84 = 100) published by the United States Department of Labor, Bureau
of Labor Statistics, during the 12 -month period preceding the Adjustment Date in question.
6. USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the
purpose of constructing, maintaining and operating a communications tower and uses incidental
and all necessary appurtenances. A security fence consisting of chain link construction or similar
but comparable construction may be placed around the perimeter of the Premises at the discretion
of LESSEE (not including the access easement). All improvements shall be at LESSEE's expense
and the installation of all improvements shall be subject to the prior approval of LESSOR, which
approval shall not be unreasonably withheld. By way of example and not limitation, LESSEE shall
have the right, subject to the prior approval of LESSOR, which approval shall not be urueasonably
witlilheld, to install and use at the Premises a generator in confection with the LESSEE's
communications facilities. LESSEE shall have the right to replace, repair, add or otherwise modify
its equipment or any portion thereof, whether the equipment is specified or not on any exhibit
attached hereto, during the term of this Agreement. LESSEE will maintain the Premises in a good
condition reasonable wear and tear excepted. LESSOR will maintain the Property, excluding the
Premises, in good condition, reasonable wear and tear excepted. It is understood and agreed that
LESSEE's ability to use the Premises is contingent upon its obtaining after the execution date of
this Agreement all of the certificates, permits and other approvals (collectively the "Governmental
Approvals") that may be required by any Federal, State or Local authorities as well as satisfactory
soil boring tests which will permit LESSEE use of the Premises as set forth above. LESSOR shall
cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would
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adversely affect the status of the Property with respect to the proposed use by LESSEE. In the
event that any of such applications for such Governmental Approvals should be finally rejected or
any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise
withdrawn or terminated by governmental authority or soil. boring tests are found to be
unsatisfactory so that LESSEE in its sole discretion. will be unable to use the Premises for its
intended purposes or the LESSEE determines that the Premises is no longer technically compatible
for its intended use, LESSEE shall have the right to terminate this Agreement. Notice of the
LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail,
return receipt requested, and shall be effective upon the mailing of such notice by the LESSEE. All
rentals paid to said termination date shall be retained by the LESSOR. Upon such ternlination, this
Agreement shall be of no further force or effect except to the extent of the representations,
warranties and indemnities made by each party to the other hereunder. Otherwise, all the Parties
shall have no further obligations including the payment of money, to each other.
7. INDEMNIFICATION. Except to the extent of LESSOR'S sole negligence or
willful misconduct, and to the fullest extent permitted by law, LESSEE hereby agrees to indemnify,
hold harmless, protect, and defend (with counsel reasonably acceptable to LESSOR) LESSOR and
LESSOR'S elected and appointed officials, employees, agents, contractors, consultants, and
volunteers, from and against any and all claims, causes of action, liabilities, losses, costs, and
damages, whether foreseeable or unforeseeable, arising from or related to any act, omission, or
neglect of LESSEE or its customers, officers, directors, employees, agents, consultants, and
contractors, or arising from or related to LESSEE'S or its customer's use of or activities on or about
the Property. Notwithstanding anything to the contrary in this Agreement, in no event shall
LESSOR or LESSEE be liable to the other for, and LESSEE and LESSOR each hereby waive the
right to recover incidental, consequential (including, but not limited to, lost profits, loss of use, or
loss of business opportunity), punitive, exemplary and similar damages. The provisions of this
Section shall survive termination, cancellation, or expiration of this Agreement.
8. INSURANCE. This Agreement shall not become effective until LESSEE delivers
to LESSOR certificates of insurance, in a form and type acceptable to LESSOR, against claims for
injuries to persons or damage to property, which may arise from or in connection with the uses and
activities granted therein, including worker's compensation insurance. LESSEE shall maintain
such insurance during the Term of this Agreement of the types and amounts as follows:
(1) Insurance Services Office form number GL 0002 covering Comprehensive
General Liability and Insurance Service Office fora number GL 0404 covering Broad Form
Comprehensive General Liability; or Insurance Service Office Commercial General Liability
coverage ("occurrence" form CG 0001), or their equivalents.
(2) Minimum Limits of Insurance shall be maintained at limits no less than:
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property
damage. If Commercial General Liability Insurance or other form with a general aggregate limit is
used, either the general aggregate limit shall apply separately to this project/location or the general
aggregate limit shall be twice the required occurrence limit.
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(3) LESSOR shall be named as additional insured and evidence of LESSOR's
status as an additional insured shall be provided through the form of endorsement attached hereto as
Exhibit "C" and made a part hereof.
(4) LESSOR shall be notified a minima n of thirty (30) days prior to the
cancellation of said policy or the reduction of coverage of said policy below the limits required
hereunder.
(5) Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
LESSOR and LESSEE shall each waive all claims against the other for claims based
upon first party property risks. All successors, assigns, and approved sublessees of LESSEE shall
be required to comply with all insurance requirements and provisions set forth herein.
9. INTERFERENCE. LESSOR agrees that LESSOR and/or any other tenants of the
Property who currently have or in the future take possession of the Property will be permitted to
install only such radio equipment that is of the type and frequency which will not cause measurable
interference to the existing equipment of the LESSEE. The Parties aclalowledge that there will not
be an adequate remedy at law for non-compliance with the provisions of this paragraph and
therefore, LESSEE shall have the right to equitable remedies, such as, without limitation, injunctive
relief and specific performance. LESSEE shall not use, nor allow others to use, any part of the
communications facility in a manner that violates the Federal Communications Commission's
standards for radiated emissions.
10. REMOVAL UPON TERMINATION. LESSEE, upon termination of the
Agreement, shall, within ninety (90) days, remove its building(s), antenna structure(s) (except
footings), fixtures and all personal property and otherwise restore the Premises to its original
condition, reasonable wear and tear excepted. LESSOR agrees and acknowledges that all of the
equipment, fixtures and personal property of the LESSEE shall remain the personal property of the
LESSEE and the LESSEE shall have the right to remove the same, whether or not said items are
considered fixtures and attaclunents to real property under applicable law. If such time for removal
causes LESSEE to remain on the Premises after termination of this Agreement, LESSEE shall pay
rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a
longer payment term, until such time as the removal of the building, antenna structure, fixtures and
all personal property are completed. If LESSEE fails to remove its building(s), antemla structure(s),
fixtures or any other personal property of LESSEE, or the personal property of any successor,
assignee, or sublessee of LESSEE, from the Premises or Property within the time periods specified
in this paragraph 12, the same shall be deemed abandoned and may be removed, sold or otherwise
disposed of by LESSOR without any notification, or without incurring liability, to LESSEE.
1.1. ACCEPTANCE AND SURRENDER OF PROPERTY. By- entry hereunder,
LESSEE accepts the Property as being in good and sanitary condition, order and repair and agrees
on the last day of the term of this Agreement, or sooner tei->nination of the Agreement to remove all
nonpermanent improvements and to surrender the Property in the same condition as when received,
reasonable use and wear thereof and damage by Act of God or by the elements excepted.
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12. HAZARDOUS MATERIALS. As used in this section, hazardous materials shall
mean.:
(1) "Hazardous substances" and "pollutants and contaminants" as defined in
CERCLA 42 USC Sections 9601(14) and (33) and regulations issued pursuant thereto;
(2) "Hazardous chemicals" within the meaning of OSCH's Hazard
Communication Rules, 29 CFR Section 1910.1.200;
(3) "Extremely hazardous substances, hazardous chemicals" and "toxic
chemicals" as defined in the Emergency Planning and Community Right to Know Act, 42 USC
Section 11002(a), 11021(e), and 11023(c), and regulations issued pursuant thereto;
(4) Any such materials regulated under state or local envirorunental laws and
regulations;
(5) Any materials not covered by, or exempted from, the sources listed in
paragraphs (1)-(4) above, that may nevertheless pose a threat to human health or welfare or to the
enviromnent including, without limitation petroleum, including crude oil, and radon.
LESSEE understands that LESSOR has undertaken no internal investigation of its
files, examination of its employees or testing of the Property with respect to whether the Property
has been used for the generation, storage, treatment or disposal of hazardous waste and with this
qualification LESSOR represents that it has no present knowledge that the Property has been so
used for hazardous waste.
LESSEE shall not bring any hazardous materials onto the property except for those
contained in its back-up power batteries (lead -acid batteries), fuel for emergency back-up
generators, and cleaning solvents necessary to the use of its facility. LESSEE will treat all
hazardous materials brought onto the Property by it in accordance with all federal, state, and local
laws and regulations. In. the event of leakage or spillage from any of LESSEE'S equipment or any
vehicle in the control or custody of LESSEE or contractor or agent for LESSEE, LESSEE shall at
its own expense promptly clean LESSOR'S Property to the reasonable satisfaction of LESSOR, the
Envirori rental Protection Agency, and any public body having jurisdiction in the matter. Any
expense of required compliance with federal, state or local enviroru-nental regulations incurred by
LESSOR or LESSEE as a direct consequence of LESSEE'S use of the Property shall be borne by
LESSEE, including any fines and judgments levied against LESSEE.
13. ENTRY AND INSPECTION. LESSOR reserves and shall always have the right to
enter upon the Property at reasonable times and upon reasonable notice to determine compliance
with applicable laws or the terms hereof. In the event that such entry or inspection by LESSOR
discloses that the Property or ally part here of it is not in a safe, healthy and satisfactory condition or
discloses a violation of any municipal, state, or federal ordinance, statute, or law, or any breach of
covenant or condition of this Agreement, including but not limited to, the requirements relating to
repair, maintenance, restoration and reconstruction, LESSOR may, at its option, mandate
immediate repairs or changes to LESSEE'S equipment, improvements, or operations found not to
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be in compliance with local, county, state or federal laws, rules or regulations for the safe operation
of communications facilities, LESSEE shall be considered in default of this Agreement if any
violation is not cured within ten (10) business days, but if LESSEE has failed to complete the cure
due to circumstances beyond LESSEE'S control, no default shall occur as long as LESSEE is
diligently prosecuting said cure to completion..
14. RIGHTS UPON SALE. Should the LESSOR, at any time during the term of this
Agreement, decide to sell all or any part of the Property to a purchaser other than LESSEE, such
sale shall be under and subject to this Agreement and LESSEE's rights hereunder, and any sale by
the LESSOR of the portion of this Property underlying the right-of-way herein granted shall be
under and subject to the right of the LESSEE in and to such right-of-way.
15. QUIET ENJOYMENT. LESSOR promises so long as LESSEE perfoi7ns its
obligations under this Agreement, LESSEE shall peaceably and quietly have, hold and enjoy the
communications site, and the LESSOR shall not act in any mauler that would interfere with or
disrupt LESSEE'S business or frustrate LESSEE'S use of the Site. LESSEE acknowledges that the
Property and the Premises are subject to an existing lease between LESSOR and Friends of
Westwind, hie. and that this covenant of quiet enjoyment of the Premises is subject to the rights and
interests of said existing lease.
16. INTEGRATION. It is agreed and understood that this Agreement contains all
agreements, promises and understandings between the LESSOR and LESSEE and that no verbal or
oral agreements, promises or understandings shall be binding upon either the LESSOR or LESSEE
in any dispute, controversy or proceeding at law, and any addition, variation or modification to this
Agreement shall be void and ineffective unless made in writing and signed by the Parties. In the
event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not
effect the validity and enforceability of the remaining provisions of this Agreement. The failure of
either Party to insist upon strict performance of any of the terms or conditions of this Agreement or
to exercise any of its rights under the Agreement shall not waive such rights and such Party shall
have the right to enforce such rights at any time and take such action as may be lawful and
authorized under this Agreement, either in law or in equity.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
California. Any legal action to enforce any provision of this Agreement shall only be brought in the
Superior Court of the County of Santa Clara, California.
18. ASSIGNMENT. This Agreement may be sold, assigned or transferred by the
LESSEE without any approval or consent of the LESSOR to the LESSEE's principal, affiliates,
subsidiaries of its principal; to any entity which acquires all or substantially all of LESSEE's assets
in the market defined by the Federal Communications Commission in which the Property is located
by reason of a merger, acquisition or other business reorganization; or to any entity which acquires
or receives an interest in the majority of communication towers of the LESSEE in the market
defined by the Federal Communications Commission in which the Property is located. As to other
parties, this Agreement may not be sold, assigned or transferred without the written consent of the
LESSOR, which such consent will not be urireasonably withheld or delayed. LESSEE may sublet
the Premises only upon notice to, and the written consent of, LESSOR. Any sublease that is
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entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding
upon the successors, assigns, hens and legal representatives of the respective parties hereto.
19. NOTICES. All notices hereunder must be in writing and shall be deemed validly
given if sent by certified mail, return receipt requested or by commercial courier, provided the
courier's regular business is delivery service and provided further that it guarantees delivery to the
addressee by the end of the next business day following the courier's receipt from the sender,
addressed as follows (or any other address that the Party to be notified may have designated to the
sender by like notice):
LESSOR: Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, California 94022
Attn: City Manager
LESSEE: GTE Mobilnet of California Limited Partnership,
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Notice shall be effective upon actual receipt or refusal as shown on the receipt
obtained pursuant to the foregoing.
20. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal
representatives, successors and assigns of the Parties hereto.
21. SUBORDINATION AND NON -DISTURBANCE. At LESSOR's option, this
Agreement shall be subordinate to any mortgage or other security interest by LESSOR which fiom
time to time may encumber all or part of the Property or right-of-way; provided, however, every
such mortgage or other security interest shall recognize the validity of this Agreement in the event
of a foreclosure of LESSOR's interest and also LESSEE's right to remain in occupancy of and have
access to the Premises as long as LESSEE is not in default of this Agreement. LESSEE shall
execute whatever instruments may reasonably be required to evidence this subordination clause. In
the event the Property is encumbered by a mortgage or other security interest, the LESSOR
immediately after this Agreement is executed, will obtain and furnish to LESSEE, a
non -disturbance agreement for each such mortgage or other security interest in recordable form. In
the event the LESSOR defaults in the payment and/or other performance of any mortgage or other
security interest encumbering the Property, LESSEE, may, at its sole option and without obligation,
cure or correct LESSOR's default and upon doing so, LESSEE shall be subrogated to any and all
rights, titles, liens and equities of the holders of such mortgage or security interest and the LESSEE
shall be entitled to deduct and setoff against all rents that may otherwise become due under this
Agreement the sums paid by LESSEE to cure or correct such defaults.
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22. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement
which LESSEE may record with the appropriate Recording Officer. The date set forth in the
Memorandum of Agreement is for recording purposes only and bears no reference to
commencement of either term or rent payments.
23. DEFAULT. In the event there is a default by the LESSEE with respect to any of the
provisions of this Agreement or its obligations under it, including the payment of rent, the LESSOR
shall give LESSEE written notice of such default. After receipt of such written notice, the LESSEE
shall have fifteen (15) days in which to cure any monetary default and thirty (30) days in which to
cure any non-monetary default, provided the LESSEE shall have such extended period as may be
required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more
than thirty (30) days and the LESSEE commences the cure within the thirty (30) day period and
thereafter continuously and diligently pursues the cure to completion. The LESSOR may not
maintain any action or effect any remedies for default against the LESSEE unless and until the
LESSEE has failed to cure the same within the time periods provided in this Paragraph.
24. REMEDIES OF LESSOR ON DEFAULT. In the event of any breach of this
Agreement by LESSEE which is not cured, LESSOR, in addition to all other rights and remedies it
may have, shall have the immediate right of re-entry and may remove all persons and LESSEE'S
property from the Property. Any property of LESSEE that is removed from the Premises may be
stored in a public warehouse or elsewhere at the reasonable cost of and for the account of LESSEE.
Should LESSOR elect to re-enter, as herein provided or should LESSOR take possession pursuant
to any remedy provided for by law, LESSOR may either tenninate this Agreement by giving written
notice of such intention to LESSEE or may re-let the Property. Notwithstanding any such re-letting
LESSOR may at any time thereafter elect to terminate this Agreement. Upon any breach of this
Agreement, in addition to any other remedy LESSOR may have, LESSOR may immediately
recover from LESSEE all damages LESSOR may incur by reason of such breach, including the
reasonable cost of recovering the Premises or the Property.
25. WASTE NUISANCE OR UNLAWFUL USE PROHIBITED. LESSEE shall not
permit, or suffer to be permitted, any waste on the Property, nor shall LESSEE maintain or permit
the maintenance or commission of any nuisance, as defined in. California Civil Code, on the
Premises or the Property.
26. WAIVER OF BREACH. No waiver of any default shall constitute a waiver of any
other breach or default, whether of the same or any other covenant or condition. No act or omission
by either party shall constitute a modification of this Agreement, it being understood by all parties
that this Agreernent may be changed or otherwise modified only by written agreement of all parties.
27. ATTORNEY'S FEES. Should any legal action be brought by either party for
breach of.this Agreement or to enforce or interpret any provisions herein, the prevailing party to
such action. shall be entitled to reasonable attorneys' fees, court costs and such other costs as may be
fixed by the Court.
28. TIME IS OF THE ESSENCE. Time is of the essence with respect to the
performance of every provision of this Agreement in which time or performance is a factor.
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29. USE. LESSEE may use the Premises, and LESSOR consents to the use of the
Premises for the construction, operation, maintenance, reconstruction, restoration or replacement
of a commercial relay communication facility and uses incidental thereto, which facility may
consist of such building(s) as is necessary to house communications equipment, antenna support
structures of sufficient height, now or in the future, to meet the need of LESSEE, and all
necessary appurtenances, a security fence of chain link or comparable construction which may be
placed around the outside perimeter of the Premises, or additional improvement at any time
during the Term of this Agreement. LESSEE'S use of the Property shall be in full compliance
with all applicable federal., state, and local laws, ordinances, regulations, codes, and
specifications, including without limitation, local zoning ordinances and noise ordinances.
LESSEE shall not do or permit to be done on the Premises, nor bring or keep or
permit to be brought or kept in the Premises, anything (a) which is prohibited by any law,
ordinance, or governmental or Town rule, or, (b) which is prohibited by the standard form of fire
insurance policy, or (c) which will increase the existing rate of insurance on tine Premises or
cause a cancellation of any insurance policy covering the Premises or any part of it. LESSEE
shall not use or store on the Property any hazardous or toxic substances, except as permitted in
Paragraph 12 above.
LESSEE shall not make, or suffer to be made, any improvements or alterations of
or to the Premises or the Property or any part thereof without the prior written consent of
LESSOR. LESSEE shall keep the premises free from any liens arising out of work performed,
materials furnished, or obligations incurred by LESSEE.
30. MAINTENANCE AND REPAIR. LESSEE, at its sole cost and expense, shall
maintain, repair, and keep the Premises and all structures and improvements thereon in neat and
sanitary order and condition, hereby waiving all right to make repairs at the expense of LESSOR.
as provided in California Civil Code Section 1942. LESSEE further warrants that al.l repairs and
improvements shall be completed in accordance with required permits, and/or approvals from
LESSOR, County of Santa Clara, State of California and/or Federal Govemm-nent.
31. CASUALTY. In the event of damage by fire or other casualty to the Premises that
cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the
Property is damaged by fire or other casualty so that such damage may reasonably be expected to
disrupt LESSEE's operations at the Premises for more than forty-five (45) days, then LESSEE may
at any time following such fire or other casualty, provided LESSOR has not completed the
restoration required to permit LESSEE to resume its operation at the Premises, terminate this
Agreement upon fifteen (15) days written notice to LESSOR. Any such notice of termination shall
cause this Agreement to expire with the same force and effect as though the date set forth in such
notice were the date originally set as tine expiration date of this Agreement and the Parties shall
make an appropriate adjustment, as of such termination date, with respect to payments due to the
other under this Agreement. Notwithstanding the foregoing, all rental shall abate during the period
of repair following such fire or other casualty.
32. CONDEMNATION. In the event of any condemnation of the Property, LESSEE
may terminate this Agreement upon fifteen (15) days written notice to LESSOR if such
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condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for
more than forty-five (45) days. LESSEE may on its own behalf make a claim in any condemnation
proceeding involving the Premises for losses related to the antennas, equipment, and its damages
and losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause
this Agreement to expire with the same force and effect as though the date set forth in such notice
were the date originally set as the expiration date of this Agreement and the Parties shall make an
appropriate adjustment as of such termination date with respect to payments due to the other under
this Agreement.
33. SUBMISSION OF AGREEMENT. The submission of this Agreement for
examination does not constitute an offer to lease the Premises and this Agreement becomes
effective only upon the full execution of this Agreement by the Parties. If any provision herein is
invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining
provisions of this Agreement. Each of the Parties hereto warrants to the other that the person or
persons executing this Agreement on behalf of such Party has the full right, power and authority to
enter into and execute this Agreement on such Party's behalf and that no consent from any other
person or entity is necessary as a condition precedent to the legal effect of this Agreement.
34. APPLICABLE LAWS. LESSEE shall use the Premises as may be required or as
permitted by applicable laws, rules and regulations. LESSOR agrees to reasonably cooperate
with the LESSEE regarding any compliance required by the LESSEE in respect to its use of the
Premises.
35. AMENDMENT, RENEWAL, OR EXTENSION. This Agreement may be
amended, or extended, only by mutual written agreement of LESSOR and LESSEE.
36. SURVIVAL. The provisions of the Agreement relating to indemnification shall
survive any termination or expiration of this Agreement. Additionally, any provisions of this
Agreement which require performance subsequent to the termination or expiration of this
Agreement shall also survive such termination or expiration.
37. CAPTIONS. The captions contained in this Agreement are inserted for convenience
only and are not intended to be part of the Agreement. They shall not affect or be utilized in the
construction or interpretation of the Agreement.
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IN WITNESS WHEREOF, the Parties hereto have set their bands and affixed their
respective seals the day and year first above written.
LESSOR:
Town of Los Altos Hills,
a Municipal Corporation
By: 70OF �a$ A gi [[5
Name: �C� JA_
Title: A Gti %gj Aav�a e C
Date: Nl,ar+✓V� 2-q , 2 as
LESSEE:
GTE Mobilnet of California Limited Partnership,
a California limited partnership,
dba Verizon Wireless
By: Cellco Partnership
Its: general partner
By:
Keith A. Surratt
West Area Vice President — Network
Date:Wiff/6 (9
287189.7
11agemill Highlands
Exhibit "A"
(Description of Premises)
[See Attached]
289731.2
I'agemill Highlands
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Exhibit "B"
(Survey of Premises and Property)
[See Attached]
289731.2
Pagemill Highlands
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Exhibit "C"
Endorsement
[See Attached]
239731.2
Pagemill Highlands
POLICY NUMBER:RMGL: 574 49 93
Issued by: American Home Assurance
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
Name of Person or Organization: Any person or organization with whom you have agreed in a written
contract
Named Insured: Cellco Partnership DBA Verizon Wireless
Policy Effective: June 30, 2005—June 30, 2006
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the
Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or
rented to you.
CG 20 26 11 85 Copyright, Insurance Services Office, Inc., 1984
Page 1 of 1 ❑
Pagemill Highlands
Upon Recording, Return to:
Van Etten Suzumoto & Becket LLP
1800 Century Park East, 8t" Floor
Los Angeles, CA 90067
Attn: Matthew Swanlund, Esq.
STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
MEMORANDUM OF LAND LEASE AGREEMENT
LESSOR and LESSEE entered into a Land Lease Agreement (the "Agreement") on
F`,ta , ? q , 2006, for an initial term of five (5) years. The Agreement shall
automatically be extended for two (2) additional five (5) year terms unless the LESSEE
terminates it at the end of the then current term by giving the LESSOR written notice of
the intent to terminate at least six (6) months prior to the end of the then current term.
2. LESSOR hereby leases to LESSEE a portion of that certain parcel of property (the entirety
of LESSOR's property is referred to hereinafter as the Property) being described as
approximately seven hundred six (706) square feet of ground space, together with the
non-exclusive right for ingress and egress over the Property, seven (7) days a week
twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and for the
installation and maintenance of utility wires, poles, cables, conduits, and pipes over,
under, or along a wide right-of-way extending from the nearest public right-of-way to the
demised premises. The demised premises and right-of-way are hereinafter collectively
referred to as the "Premises". In the event any public utility is unable to use the
aforementioned right-of-way, LESSOR has agreed to grant an additional right-of-way
either to the LESSEE or to the public utility at no cost to the LESSEE.
3. The terms, covenants and provisions of the Agreement, the terms of which are hereby
incorporated by reference into this Memorandum, shall extend to and be binding upon
the respective executors, administrators, heirs, successors and assigns of LESSOR and
LESSEE.
288461.1
t�
This Memorandum of Land
Lease Agreement
is made
this
day of
MC C� , 2006, between the
Town of Los Altos
Hills, a
municipal corporation,
hereinafter designated LESSOR, and
GTE Mobilnet of
California
Limited Partnership, a
California limited partnership, d/b/a
Verizon Wireless,
hereinafter
designated LESSEE.
LESSOR and LESSEE are at times
collectively referred
to hereinafter as the "Parties" or
individually as the "Party."
LESSOR and LESSEE entered into a Land Lease Agreement (the "Agreement") on
F`,ta , ? q , 2006, for an initial term of five (5) years. The Agreement shall
automatically be extended for two (2) additional five (5) year terms unless the LESSEE
terminates it at the end of the then current term by giving the LESSOR written notice of
the intent to terminate at least six (6) months prior to the end of the then current term.
2. LESSOR hereby leases to LESSEE a portion of that certain parcel of property (the entirety
of LESSOR's property is referred to hereinafter as the Property) being described as
approximately seven hundred six (706) square feet of ground space, together with the
non-exclusive right for ingress and egress over the Property, seven (7) days a week
twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and for the
installation and maintenance of utility wires, poles, cables, conduits, and pipes over,
under, or along a wide right-of-way extending from the nearest public right-of-way to the
demised premises. The demised premises and right-of-way are hereinafter collectively
referred to as the "Premises". In the event any public utility is unable to use the
aforementioned right-of-way, LESSOR has agreed to grant an additional right-of-way
either to the LESSEE or to the public utility at no cost to the LESSEE.
3. The terms, covenants and provisions of the Agreement, the terms of which are hereby
incorporated by reference into this Memorandum, shall extend to and be binding upon
the respective executors, administrators, heirs, successors and assigns of LESSOR and
LESSEE.
288461.1
Pagemill Highlands
IN WITNESS WHEREOF, hereunto and to a duplicate hereof, LESSOR and LESSEE
have caused this Memorandum to be duly executed on the date first written hereinabove.
LESSOR:
Town of Los Altos Hills,
a municipal corporation
By: own o� G o s t1 l�09 gi l l s
Name: l_dtSC
Title:
LESSEE:
GTE Mobilnet of California Limited Partnership,
a California limited partnership, dba Verizon
Wireless
By: Cellco Partnership
Its: general partner
By:
Name: Keith A. Surratt
Title: West Area Vice President, Network
288461.1
PAGEMILL HIGHLANDS
STATE OF ell
(%
COUNTY OFJ
ACKNOWLEDGEMENT
I, re c/. '1PAiar, , a Notary Public for said County and State, do hereby certify
that personally came before me this day and acknowledged that she
executed the foregoing MEMORANDUM OF LAND LEASE AGREEMENT as her own act and
deed.
WITNESS my hand and official Notarial Seal, this )Yday of %% keelf , 2006.
RICfiARD D. kAlRES
COMM. #1598116 m
W Ct> Notary Public -California W
SANTA CLARA COUNTY ^"
My Comm. Exp. Aug 27, 2009
STATE OF
COUNTY OF
I,
that
executed the foregoing
deed.
288461.1
Pop
rleiltaryPublic
My Co I sioryExpires:
�-7 d�
ACKNOWLEDGEMENT
a Notary Public for said County and State, do hereby certify
_ personally came before me this day and acknowledged that she
MEMORANDUM OF LAND LEASE AGREEMENT as her own act and
WITNESS my hand and official Notarial Seal, this _ day of , 2006.
Notary Public
My Commission Expires:
PAGEMILL HIGHLANDS
STATE OF ARIZONA
ACKNOWLEDGMENT
COUNTY OF MARICOPA
1, , a Notary Public for said County and State, do hereby certify
that Keith A. Surratt personally came before me this day and acknowledged that he is the West
Area Vice President - Network of GTE Mobilnet of California Limited Partnership, d/b/a
Verizon Wireless, and that he, as West Area Vice President - Network being authorized to do
so, executed the foregoing Memorandum of Land Lease Agreement on behalf of GTE
Mobilnet of California Limited Partnership, d/b/a Verizon Wireless.
WITNESS my hand and official Notarial Seal, this day of , 2006.
Notary Public
My Commission Expires:
288461.1
PAGEMILL HIGHLANDS
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
AP N : 182-21-016
The land referred to herein is situated in the State of California, County of Santa Clara, Town of
Los Altos Hills, and is described as follows:
LOTS 1, 2 60 AND 61, AS SAID LOTS ARE SHOWN ON THE MAP ENTITLE "MAP OF THE
SUBDIVISION OF LOT 2 AND A PART OF LOT 1 IN TAAFE PARTITION IN THE LA
PURISIMA CONCEPCION," RECORDED IN BOOK H OF MAPS, PAGES 66 AND 67, IN THE
OFFICE OF THE RECORDER OF SAID COUNTY.
APN: 182-28-039
The land referred to herein is situated in the State of California, County of Santa Clara, Town of
Los Altos Hills, and is described as follows:
PARCEL ONE:
PARCEL A, AS SHOWN ON THE PARCEL MAP OF A PORTION OF THE LANDS SHOWN
ON RECORD OF SURVEY RECORDED IN BOOK 14 OF MAPS, PAGE 44, WHICH PARCEL
MAP WAS FILED 9-23-1975, BOOK 361 OF MAPS, PAGE 51, SANTA CLARA COUNTY
RECORDS.
PARCEL TWO:
PARCEL 4, AS SHOWN ON THE PARCEL MAP OF A PORTION OF THE LANDS SHOWN ON
RECORD OF SURVEY RECORDED IN BOOK 14 OF MAPS, PAGE 44, WHICH PARCEL MAP
WAS FILED 9-23-1975, BOOK 361 OF MAPS, PAGE 51, SANTA CLARA COUNTY
RECORDS.
288461.1
RESOLUTION NO. 12-06
A RESOLUTION OF THE CITY COUNCIL OF THE
TOWN OF LOS ALTOS HILLS A L.rwo or
APPROVING THE GROUND COMMUNICATION AND EQUIPMENT
LEASE AT THE WESTWIND BARN, 27210 F44EMOTff ROAD BETWEEN
TOWN OF LOS ALTOS HILLS AND VERIZON WIRELESS
WHEREAS, the Town of Los Altos Hills owns property known as the Westwind
Barn where it has space available for a wireless communications facility; and
WHEREAS, Verizon Wireless desires to lease said space from the Town to
install a communications tower and related equipment and maintain same; and
WHEREAS, more effective cell phone service can be achieved for local users
with this agreement and lease revenues realized by the Town from which can be used for
other public purposes.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the Town of
Los Altos Hills approves said Agreement and authorizes the City Manager to execute
same on behalf of the Town and further authorizes the City Manager to withdraw this
offer of Agreement if Verizon Wireless does not execute and deliver the Agreement to
the Town not later than April 23, 2006.
PASSED, APPROVED AND ADOPTED this 23rd day of March, 2006.
By --
Mayor
Attest:
Ci Cler