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HomeMy WebLinkAboutContracts & Agreements_63-2005_CCv0001.pdf LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into this 5th day of, Apra 20 05(the "Effective Date"), by and between the City of Redlands, a municipal corporation("Licensor"), and Los Angeles SMSA Limited Partnership, a California limited partnership, d/b/a Verizon Wireless ("Licensee"). RECITALS A. Licensor is the owner of real property located in the City of Redlands which is commonly known as a portion of Hillside Memorial Park (the "Property"). Licensor and Licensee have entered into a Land Lease Agreement for the Property for the purpose of Licensee's Operation of a personal communications service system facility. A copy of the Land Lease Agreement is attached hereto and incorporated herein by this reference as Exhibit "A." B. Licensee desires to place related stealth antenna towers, and run cables to those antennas, on the Property. C. Licensor desires to grant Licensee a non-exclusive license to enter upon the Property for the purpose of placement of stealth antenna towers and cables from the antermas, to Licensee's equipment for purposes of facilitating the operation of Licensee's personal communications service system facility. In consideration of the mutual promises contained herein, Licensor and Licensee agree as follows: AGREEMENT L Grant of License. Licensor hereby grants to Licensee a non-exclusive license to enter upon and use the Property for the purpose of placement of stealth antenna towers, and the running of cables from the antennas, to the leased facility equipment area. Such antennas and cables shall be placed on the property as specified in Exhibit "B" which is attached hereto and incorporated herein by this reference. Such activity shall be performed by Licensee in conformance with all applicable federal, state and local laws, and shall not interfere with any of Licensoes activities on the Property. 2. Condition of Prop Not Warranted. Licensor does not warrant or represent that the Property is safe, healthful or suitable for any particular use, or for any other purpose, and Licensee agrees that its entry upon the Property and activities thereon are performed at Licensee's own risk, recognizing that the Property is in an "as is" condition. 3, Term. This License shall commence upon the Effective Date and shall continue thereafter until terminated pursuant to the provisions goveming termination of the Land Lease Agreement attached as Exhibit "A". 4, Insurance/Inde Licensor and Licensee incorporate herein by this reference the indemnity provision found in Paragraph 14, and the insurance provision found in Paragraph 17, of Exhibit "A," as though both are fully set forth herein. 5. Assiggment. Licensee shall not assign or transfer this Agreement without the prior written consent of Licensor, which consent will not be unreasonably withheld. In the event Licensee attempts any assignment or transfer without Licensor's prior written consent, such action shall be null and void, and this Agreement shall immediately be subject to termination at the option of Licensor. or Entire Ageement. This License Agreement embodies the entire understanding of the Parties hereto, and there are no her or other agreements or understandings, written or oral, in effect between the Parties relating to the grant of this revocable license. 7. Attorneys Fees. In the event any legal action is commenced to enforce or interpret the terms or conditions of this License Agreement, the prevailing party in such action shall be entitled to recover in addition to its costs and other relief, its reasonable attorneys' fees. 8. Governing Law. This License Agreement shall be governed by and construed in accordance with the laws of the State of California. In witness whereof the parties have executed this Agreement as of the dates indicated below. Licensor: Licensee: CITY OF DL S, LOS ANGELES SMSA LIMITED PARTNERSHIP, a municipal corpora . n a California limited parmership, d/b/a Verizon Wireless By: AirTouch Cellular, Ti e: Mayor Pro ym Its: general Date: tpril 5, Attest: By: Name: R;bert V. Swaine Title: West Area Vice President—Network 2! lerl. Date: EXHIBIT "A" TO LICENSE AGREEMENT BETWEEN CITY OF REDLANDS AND VERIZON WIRELESS COPY OF LAND LEASE AGREEMENT {A Copy of the Land Lease Agreement Fallows This Page) WIRELESS SERVICE>FACILITY LAND LEASE AGREEMENT This Land Lease Agreement(the "Lease") is made and entered into on the 5th play of Aril 20 0 , by and between the City of Redlands, a municipal corporation ("Landlord.") and Los Angels SMSA Limited Partnership, a California limited partnership, /b/a: Verizon Wireless, by AirTouch Cellular, its general partner("Tenant"), collectively the"Parties."" PREAMBLE A. Landlord, for and in consideration of the rent to be paid by Tenant and for the covenants and provisions to be kept and performed by Tenant under this Lease, hereby leases to Tenant for Tenant's sole use, and the Tenant agrees to lease from Landlord approximately Seven Hundred and. Twenty (7201) square feet of property located at Hillside Memorial Park, 1540 Alessandro Road N 175-261-03), Redlands, California 92373 and more particularly described in the attached legal description Exhibit "A" (the "Property") and plan of development of the area to be leased as set forth in Exhibit "B" (the "Site"). B. If the Parties need to change the location of the 'wireless;Service Facility Site within the City's Hillside Memorial Park (.APRT 175-261-03) with the preparation of new and/or revised Exhibits "A" and "B," saidchange in 2000951 location can be made upon the mutual consent of the Parties with final approval of said new location within Hillside Memorial Park being made by Tenant's West Area Vice-President - Network and with Landlord's staffs assistance by the Landlord's City Manager with the concurrence of the City Attorney. Any new location selected in the City's Hillside Memorial Park shall be confirmed by use of a Memorandum of Understanding as to the changed location with the newly revised Exhibits "A" and "B" to be attached. The Memorandum of Understanding and the new Exhibits shall all be attached to the Lease without the necessity of a formal Amendment to this Lease as well as being attached to the License and Memorandum of Lease. C. The proposed Site is to be used for an antenna support structure and communication equipment for a personal communications Wireless Service Facility(W F), using stealth treatment, as required pursuant to the Redlands Municipal Code." Section 1. Intent of Parties. It is the intent of the Parties that Tenant, will develop on, Landlord's Property a WSF on the Site, as defined herein, by using stealth treatment, as required pursuant to the Redlands Municipal Code. In order to develop the Site, Tenant will have to apply for and obtain from the City, a Conditional Use Permit ("CUP"), pursuant to the Redlands Municipal Code, Chapter 18.178, "Wireless Service Facilities," as well as obtain a Building 200095.1 2 Permit so as to construct the Wireless Service Facilities. Section 2. Term. A. Pre-CUP, The Tenant hereby agrees to Luse from Landlord the Site for the nominal rent of $100.00 per month payable on 1st of each month pending the application for, and the approval of a CUP as required herein so that Tenant can construct and develop the WSF on the site. After the approval of the CUP, the terms of the Lease will convert to Section ( ) herein, "Post-CUP." (i) If the Tenant does not receive approval for a CUP, or if Tenant fails to make application for the CUP within 6 months of the date of this Lease, this Lease will immediately terminate with no other liability or responsibility by either Landlord.or Tenant as to each other,. B. Post-CUP. The term of the Lease described in Section (A) above, shall terminate upon the date of approval of a CUP to Tenant for development of the Site. The neve term of this Lease shall,be as is now set forth herein. The "Commencement Date" for purposes of the terra of the "Post CUP" Lease shall be the dative:of approval of the CLAP from Landlord to Tenant and shall be for a period of five (5) years from that date. Rent shall be paid on a monthly basis, commencing on the first day of the month in 'which the Commencement Date occurs, and the first day of each month thereafter, in the amount of$1,500 per month, to the City of Redlands or to such ether person, firm or place as the Landlord may, from time to time designate by written notice delivered to 200095A Tenant, lent will increase every five (5) years on the;anniversary of the "Commencement late" by fifteen percent (l5�,o,) This Lease shall autornaticallylie extended for three l3 additional five (5) year tennis unless either party terminates it at the end of the then current term by giving written notice, of the intent to terminate at least six (6) months prior to the end of the then current terga,or unless terminated as otherwise provided for herein. Section 3. Use of Premisesluring the tenni of this Lease, the Site shall be used solely by Tenant, subject to the conditions set forth in the Conditional Use Permit ("CUP"), obtained by Tenant which is attached hereto and incorporated herein by reference as Exhibit "C" for the sale purpose of installing, removing, replacing, maintaining, modifying, and operating at its sole expense the WSF including, without limitation, related antennas, equipment, cable, wiring, fixtures, backup power sources (including generator and fuel storage tank) and., if applicable, an antenna structure. Landlord hereby grants Tenant a License irrevocable during the team of this Lease, which is attached as Exhibit "D," for ingress to and egress fzorn the Property.and access to the Site twenty-four (24) hours per day, seven (7) days per week. located on the Property as described on Exhibit 'A" and shown on Exhibit "B," and Tenant shall use the Site in a malmer which shall not unreasonably disturb the occupancy of Landlord's use of the property, Landlord's other existing tenants, or visitors to the Hillside Memorial Park.: Section 4, As is Condition. Except as expressly stated otherwise herein; Tenant is leasing the Site in an "AS IS" condition and Landlord does not represent that the Site is suitable for Tenant's intended use. Tenant is responsible to undertake such due diligence, as it deems . 4 necessary to d tern-nine the condition and suitability of the Site. Section 5. Title and Quiet Possession. Landlord represents and agrees (a) that it is the owner of the Site; (b) that it has the right to enter into this Lease; (c) that the person signing this Lease has the authority to sign it; (d) that Tenant is entitled to access and use ofthe Site as provided herein throughout the terra of this. Lease. Notwithstanding the foregoing, in the event of any situation that poses an immediate threat of substantial harm, to persons and/or property which requires entry onto the Site by Landlord, Landlord may enter the Site and take such actions that are rewired to protect individuals or personal property from, such substantial harm or damage; provided that promptly after such entry into the Site and no longer than forty-eight ( ) hours, Landlord shall give telephonic and written notice to Tenant of Landlord's entry onto the Site. Landlord covenants that Tenant, on paying the rent and perfortning the covenants shall peaceably and quietly have, hold and enjoy the Premises. Section 6. Aig_nrncnt /Sublettin . The Lease may be sold and assigned or transferred by the Tenant without prior written approval and consent of the Landlord, subject to the conditions of the CUP, which CUP may terminate upon transfer of the Lease, to the Tenant's principal, affiliates, subsidiaries of its principal; any entity which:acquires all or substantially all of Tenant's assets in the market defined by the federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization; or to any entity which acquires or receives an interest in the majority of communication towers of the Tenant in the market defined by the Federal Communications Commission in which the Property 20005.1 is located. All other assignments or transfers shall require Landlord's prior written consent and approval, which consent and approval shall not be unreasonably withheld, Tenant shall not sublet all or any portion of the Site without the prior written consent of Landlord which consent shall not be unreasonably withheld. In the event Tenant attempts any assignment, sublet or transfer requiring Landlord's consent without the Landlord's prior written consent, such action shall be null and void, and this Lease shall immediately be subject to termination at the option of the Landlord. Section 7. Notices. All notices shall be in writing and are effective three days after deposit in the United States mail, certified and postage prepaid, or the next business day when sent by overnight delivery. Mailed notices shall be addressed asset forth below, but each party may change its address by written notice in accordance with this Section. Tenant Landlord Los Angeles SMSA Limited Partnership, City of Redlands dba Verizon Wireless Municipal Utilities Department Attention: Network Real Estate PO Box 3005 180 Washington Valley Road Redland, CA 92373 Bedminster, New Jersey 07921 909-798-7698 (866) 862-4404 27")95.1 6 Section 8. Improvements. Tenant may, at its sole expense, make any improvements on the Site as permitted purstiamt to the CUP. Tenant may make substitutions, replacements, upgrades and modifications to its WSF provided that such improvements remain within the I hysical parameters of the leased Site and do not violate the provisions of the CUR Section 9. Compliance with Laws. Tenant shall comply with all applicable laws relating to Tenant's operation of the WSF and the improvements constructed by Tenant pursuant to the CUP at the Site. Section 10. Interference. Tenant shall resolve technical interference problems with other equipment located at the Property at the time of its entry onto the Site or with any equipment that Tenant attaches to the Site at any future date, if Tenant desires to add additional equipment to the Site. Landlord will not permit the installation of any future equipment that results in technical interference problems with Tenant's then existing equipment subject to the terms set forth herein. Landlord shall have the right to have installed, equipment by any other provider that Landlord allows on the Hillside It Park, 1540 Alessandro Road, Redlands, California 92373, (the Property), except that this new provider's use cannot interfere with.Tenant's operation at the Site. Tenant shall allow installation of the equipment for the use by the Landlord, or its agencies or departments ("New Equipment") and Tenant shall have the obligation to resolve any interference resulting therefrom. However, before installation of any New Equipment at the Property, Landlord will give Tenant not less than thirty (30) days prior written notice, which notice shall include the technical specifications of the New Equipment proposed to be installed and its proposed location, Thereafter, Landlord will use its best efforts to locate the New Equipment on 2WO95.1 7 the property in a manner so that no interference shall result between the operation of Tenant's equipment and the proposed New Equipment. ff, despite all these efforts, interference cannot be avoided, then Landlord or Tenant may terminate this Lease by giving the other one hundred eighty (l bol days written notice of termination, Rent will continue until Tenant vacates the Site, and will be pro-rated. Section 11. Utilities. Landlord grants Tenant the right to obtain electrical and telephone service for the operation of its WSF in the location designated in Exhibit "B" and pursuant to CUP Exhibit "C." Tenant shall pay for all utilities used by it at the Site. Landlord will cooperate, to the extent allowed by law, with Tenant's efforts to obtain utilities from any location provided by Landlord or the serving utility including signing any license or easement agreement or other instrument reasonably required by the utility company and that is acceptable to Landlord, provided Landlord incurs no cost or expense therefore. Section 12. Termination. A. Tenant may terminate this Lease at any time by sixty (60) days prior notice to Landlord without further liability if (i) Tenant does not obtain all permits, consents, licenses, non-disturbance agreements or other approvals (collectively, "approvals") reasonably desired by Tenant or required from any governmental authority or any third party related to or reasonably necessary to operate the WS F system, or if any such approvals are cancelled, expire or are withdrawn or terminated, or (ii) if Landlord fails to have ownership of the Site or authority to enter into this Lease; or(iii) if Tenant, for any other reason, in its sole discretion, determines that 200095A 8 it will be unable to use the Site. Upon termination, all prepaid rent shall be retained by Landlord, unless termination is pursuant to (ii) above or a result of Landlord's default and then all prepaid rents shall be returned promptly to Tenant, If, atler the commencement of operation of the W under this Lease, Tenant terrninates this Lease pursuant to Section (iii) above, Tenant will pay Landlord a termination fee equal to six (6) months of the then-current annual rent, B. If Tenant violates any term of the CUP or defaults on this Lease or if Landlord, in its reasonable and sole discretion, determines that the use of the Site by Tenant is impairing or hindering Landlord's principal use of the property as solely detennined by Landlord so that continued use by Tenant is determined not to be in the Landlord's best interest, and after written notice and a reasonable time not to exceed thirty(30) days to cure said impairment or hindrance, and such is not cured, and at the sole discretion of Landlord, Landlord determines that Tenant is unable to cure said impairment or hindrance, Landlord may, without finther liability, immediately terminate this Lease day written notice to Tenant. Upon termination, all prepaid rent, as prorated by use, shall be returned to Tenant, up to a maximum of six months of the annual rent. Tenant shall be allowed to remove all of its personal property, including its equipment, cabling and antennas, and return the Site to its pre-lease condition. Notwithstanding the foregoing, prior to exercising any termination right, Landlord and Tenant shall meet and confer in good faith and use all reasonable endeavors to develop and implement solutions which, may allow Tenant's use to continue upon the Site or elsewhere upon the property. C. Notwithstanding the foregoing, upon expiration or termination of this Lease, Landlord shall have the right to purchase Tenant's antenna structure, but not any of Tenant's other 200095A 9 communication equipment, facilities or improvements, for the then fair market value of the antenna structure. Fair market value shall be an agreed upon price between the Parties. If the parties cannot agree upon a price within thirty (30) days of the notice to exercise the option to purchase, each party shall select an appraiser at each party's own cost, The selected appraisers shall select a third appraiser. The cost of the appraisal shall be shared by the parties. An agreed price shall be made by a majority of the three appraisers. The purchase shall be made within ninety (90) days of the agreed price being determined. Landlord shall exercise this option to purchase by giving Tenant written notice within thirty (30) days after the termination or expiration of this Lease. If Landlord fails to give notice of exercise of option to purchase the antenna structure within said 30 days, Landlord's purchase option shall immediately and irrevocably terminate. and be of no further force and effect, and Tenant shall remove the antenna structure as required under this Lease. If Landlord exercises the option to purchase the antenna structure, upon payment of the purchase price by Landlord, Tenant shall transfer the antenna structure to Landlord in its "AS-IS, VMERE-IS" condition, without any representation or warranty from Tenant pursuant to a separate purchase agreement and Tenant shall thereafter be relieved of any and all responsibility or liability with respect to the existence or condition of the antenna structure, Landlord shall have the right to assign the foregoing right to purchase the antenna structure to another user of the antenna structure, which assignment shall be in writing, with a copy provided to Tenant. D. Tenant, upon termination of the Lease, shall, within ninety (90) days, remove its building(s), antenna structure(s), footings, fixtures an,d all personal property and otherwise restore the Site to its original condition, reasonable wear and tear and casualty excepted. M095A 10 Landlord agrees and acknowledges that all of the equipment, fixtures and personal property of the Tenant shall remain the personal property of the Tenant and the Tenant shall have the right to remove the sane, whether or not said items are considered fixtures and attachments to real, property under applicable law, Section 13. Default, If either party is in default under this Lease for a period of. (a) fifteen (15) days following receipt of notice from the non-defaulting party with respect to a default which may be cured solely by the payment of money; or (b) thirty (30) days following receipt of notice from the non-defaulting party with respect to a default which may not be cured solely by the payment of money, then, in either event, the non-defaulting party may pursue any remedies available to it against the defaulting party under applicable law, including, but not limited to, the right to terminate this Lease. If the non-monetary default may not reasonably be cured within a thirty (30) day period, this Lease may not be terminated or pursue any remedies available to it under applicable law, if the defaulting party commences action to cure the default within such thirty (30) day period and proceeds with due diligence to fully cure the default, and cures no later than ninety(9Q)days from notice of default. Section 14. hidgmin!y, Landlord and Tenant each shall inderrinify, defend and hold each other harmless from any and all costs(including reasonable attorneys' fees) and claims of liability or loss which arise out of the ownership, use and/or occupancy of the Site by the indemnifying party. This indemnity does not apply to the extent any claims arising from the negligence or intentional misconduct of the indemnified party. The obligations under this section shall survive the expiration or termination of this Lease. 200095.1 Section 15. Hazardous Substances, Landlord represents that it has no knowledge of any substance, chemical or waste (collectively, "substance") on or under the Property or property that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. Tenant shall not introduce or use any such substance on the Site in violation of any applicable law. Landlord and Tenant shall hold each other harmless and indemnify the other from and assume all duties, responsibility and liability at each others sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) failure to comply with any envirom-nental or industrial hygiene law, including without limitation any regulations, guidelines, standards or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused solely by the other party; and/or b) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused by the Tenant, then Tenant shall hold harmless, indemnify and defend Landlord for all costs and expenses, including attorneys' fees for said sole negligence of Tenant. Section 16. Taxes. Tenant shall be responsible for all real and personal property taxes assessed directly upon the Site and arising from its use of the WSF on the Site. 2OW95A 12 Section 17. Insurance. Tenant shall procure and maintain commercial general liability insurance, with limits of not less than Three Million Dollars ($3,000,000) combined single limit per occurrence for bodily injury and property damage liability, with a certificate of insurance to be furnished to Landlordprior to Tenant's occupancy of the Site. Landlord shall be named as an additional insured under the insurance policies required of Tenant, and such insurance shall be primary with respect to Landlord as to Tenant's use of the Site and non-contributing to any insurance or self-insurance maintained by Landlord as with respect to any liability arising out of and in connection with the presence of the Site. Such policy shall provide that cancellation will not occur without at least thirty(30) days prior written cancellation notice to Landlord, Insurance requirements shall be reviewed by Landlord and adjusted by Landlord, in Landlord's reasonable and sole discretion, on every five-year anniversary date of this Lease. Tenant shall provide any new certificates of insurance with such new limits of liability coverage within thirty(30) days of notice by Landlord to Tenant. Section 18. Maintenance, Tenant shall be responsible for repairing and maintaining the ASF and any other improvements installed by Tenant at the Site in a proper operating and safe condition; provided, however, if any such repair or maintenance is required due to the sole acts of Landlord, its agents or employees, Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant to restore the damaged areas to the condition which existed immediately prior thereto. Landlord will maintain and repair all other portions of the property of which the Site is a part in a proper operating and reasonably safe condition. Section 19. Posse so Interest. In accordance with California Revenue and Tax Code 2WO95A 13 Section 107.6, Landlord hereby notifies Tenant that the interest created by this Lease may be subject to property taxation and Tenant may be subject to the payment of a property/possessory interest tax levied on such interest. Tenant shall be solely responsible for the payment of such taxes and shall defend, indemnify and hold Landlord harmless froin and against any and all claims or actions for payment (or nonpayment) of such taxes. Section 20. Miscellaneous. A. This Lease applies to and binds the successors, and assigns of the parties to this Lease; B. This Lease is governed by the laws of the State of California; C. This Lease (including the Exhibits) constitutes the entire agreement between the parties and supersedes all prior written and verbal agreements, representations, promises or understandings between the parties, and any amendments to this Lease must be in writing and executed by both parties; D. If any provision of this Lease is invalid or unenforceable with respect to any party, the remainder of this Lease or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, will not be affected and each provision of this Lease will be valid and enforceable to the fullest extent permitted by law; and E. The prevailing party in any action or proceeding in court to enforce or interpret the 200095A 14 terms or conditions of this Lease is entitled to receive its reasonable attorneys' fees and other reasonable costs and expenses fron-i the non-prevailing party. Section 21. Recordation. In entering into this Lease, Tenant and Landlord acknowledge and agree that, among other things, it is the express intention of the parties that any and all other persons and/or potential successors in interest and assigns of Tenant have actual and constructive notice of Tenant's obligations under, and the benefits and burdens of, this Lease. Therefore, the Parties agree to execute a Memorandum of WSF Site Agreement (Exhibit "E"), which shall be recorded by Tenant in the official records of the County of San Bernardino, Said Memorandum shall be recorded prior to commencement of construction. The cost of the recording of this Memorandum shall be paid for by Tenant. Section 22. Subordination and Non-Disturbance. At Landlord's option, this Lease shall be subordinate to any mortgage or other security interest by Landlord which from 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 Lease in the event of a foreclosure of Landlord's interest and also Tenant's right to remain in occupancy of and have access to the Site as long as Tenant is not in default of this Lease. Tenant 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 Landlord immediately after this Lease is executed, will obtain and furnish to Tenant, a non-disturbance agreement for each such mortgage or other security interest in recordable form. In the event the Landlord defaults in the payment and/or other performance of any mortgage or other security interest encumbering the M095.1 15 Property, Tenant, may, at its sole option and without obligation, cure or correct Landlord's default and upon doing so, Tenant shall be subrogated to any andall rights, titles, liens and equities of the holders of such mortgage or security interest and the Tenant shall be entitled to deduct and setoff against all rents that may otherwise become due under this Lease the sums paid by Tenant to cure or correct such defaults. Section 23, Destruction of Site. If the Site or Property is destroyed, or damaged so as to hinder its effective use of the Property by Tenant, the Lease shall terminate with rent to be prorated by use up until date the Property is destroyed or rendered ineffective. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their seals the day and year first above written. LANDLORD: TENANT: CITY OF DLANDS, LOS ANGELES SMSA LIMITED PARTNERSHIP, a municipal corporation a California limited partnership, d/b/a Verizon Wireless By: By: AirTouch Cellular, Title: Mayor Its: general partner Date: B Name: Robert F. Swaine Attest.- Title: West Area Vice President-Network Date: City Clerk '100095.1 16 EXHIBIT "A" TO WIRELESS SERVICE_FACILITY LAND LEASE AGREEMENT BETWEEN CITY OF REDLANDS AND VERIZON WIRELESS LEGAL DESCRIPTION OF PROPERTY AND UTILITY LICENSE AREA I LEGAL DESCRIPTION OF PROPERTY THAT PORTION OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION 3, TOWNSHIP 2 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT SURVEY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING IN THE NORTHERLY LINE OF SAID QUARTER SECTION 647.85 FEET EAST OF THE NORTHWEST CORNER THEREOF; THENCE SOUTH 0420' EAST 242.5 FEET; THENCE SOUTH 14'50' WEST 215,5 FEET; THENCE SOUTH 30443' EAST 205.3 FEET; THENCE SOUTH 2099 EAST 225.25 FEET; THENCE SOUTH 89418' EAST 226.2 FEET; THENCE NORTH 7144' EAST 134.8 FEET; THENCE NORTH 4422' EAST 347.3 FEET; THENCE NORTH 18'44' EAST 155.5 FEET; THENCE SOUTH 59'28' EAST I I.1 FEET; THENCE NORTH 28418' EAST 132.12 FEET; THENCE SOUTH 80412' EAST 42.32 FEET; MORE OR LESS, TO CENTER OF HIGHWAY; THENCE ALONG THE CENTER OF SAID HIGHWAY, NORTH 00. 22' EAST 75 FEET; THENCE NORTH 33' 5' EAST 148 FEET TO THE NORTH LINE OF SAID QUARTER SECTION; THENCE WEST ALONG SAID NORTH LINE 751 FEET, MORE OR LESS TO THE PLACE OF BEGINNING 2. LEGAL DESCRIPTION OF SITE THAT PORTION OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION 3, TOWNSHIP 2 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, COMMENCING AT A FOUND IRON PIPE AT THE INTERSECTION OF SUNSET DRIVE AND ALESSANDRO ROAD SAID POINT BEING SOUTH 39 DEGREES 24 MINUTES 25 SECONDS EAST, A DISTANCE OF 636.22 FEET FROM A FOUND TWO INCH IRON PIPE NORTHWESTERLY ALONG ALESSANDRO ROAD, THENCE SOUTH 48 DEGREES 16 MINUTES 24 SECONDS WEST, A DISTANCE <OF 43.44 FEET TO THE NORTHEAST CORNER OF THAT LAND DESCRIBED IN A DEED TO THE CITY OF REDL RECORDED NOVEMBER 6, 1918 IN BOOK 638, PAGE 302 OF DEEDS IN THE OFFICE OF THE COUNTY RECORDER OF SAN BE INCA COUNTY, CALIFORNIA; THENCE SOUTH 33 DEGREES 05 MINUTES 00 SECONDS WEST, A DISTANCE OF 148.00 FEET; THENCE SOUTH 00 DEGREES 22 MINUTES 00 SECONDS WEST, A DISTANCE OF 75,00 FEET; THENCE NORTH 80 DEGREES 12 MINUTES 00 SECONDS WEST, A DISTANCE OF 42.32 FEET; THENCE SOUTH 28 DEGREES 18 MINUTES 00 SECONDS WEST, A DISTANCE OF 132.12 FEET; THENCE NORTH 59 DEGREES 28 MINUTES 00 SECONDS WEST, A DISTANCE OF 11.13 FEET; THENCE SOUTH 44 DEGREES 00 MINUTES 07 SECONDS WEST, A DISTANCE OF 106.84 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 07 DEGREES 25 MINUTES 12 SECONDS WEST, A DISTANCE OF 40.00 FEET; THENCE NORTH 82 DEGREES 34 MINUTES 48 200095.1 17 SECONDS WEST, A DISTANCE OF 18.00 FEET; THENCE NORTH 07 DEGREES 25 MINUTES 12 SECONDS EAST, A DISTANCE OF 40.00 FEET; THENCE SOUTH 82 DEGREES 14 MINUTES 48 SECONDS EAST, A DISTANCE OF 18.00 FEET TO THE POINT OF BEGINNING. 3, LEGAL DESCRIPTION OF INGRESS AND EGRESS LICENSE AREA THAT PORTION OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION 3, TOWNSHIP 2 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BEING A 12.00 FEET WIDE INGRESS AND EGRESS LICENSE AREA LYING 6.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTS INE: COMMENCING AT A FOUND IRON PIPE AT THE INTERSECTION OF SUNSET DRIVE AND ALESSANDRO ROAD SAID POINT BEING SOUTH 39 DEGREES 24 MINUTES 25 SECONDS EAST, A DISTANCE OF 636.22 FEET FROM A FOUND TWO INCH IRON PIPE NORTHWESTERLY ALONG ALESSANDRO ROAD, THENCE SOUTH 48 DEGREES 16 MINUTES 24 SECONDS WEST, A DISTANCE OF 43.44 FEET TO THE NORTHEAST CORNER OF THAT LAND DESCRIBED IN A DEED TO THE CITY OF DLANDS RECORDED NOVEMBER 6, 1918 IN BOOK 638, PAGE 302 OF DEEDS IN THE OFFICE OF THE COUNTY RECORDER OF SAN BERNARDINO COUNTY, CALIFORNIA; THENCE SOUTH 33 DEGREES 05 MINUTES 00 SECONDS WEST, A DISTANCE OF 148.00 FEET; THENCE SOUTH 00 DEGREES 22 MINUTES 00 SECONDS WEST, A DISTANCE OF 75.00 FEET; THENCE NORTH 80 DEGREES 12 MINUTES 00 SECONDS WEST, A DISTANCE OF 42.32 FEET; THENCE SOUTH 28 DEGREES 18 MINUTES 00 SECONDS WEST, A DISTANCE OF 132.12 FEET; THENCE NORTH 59 DEGREES 28 MINUTES 00 SECONDS WEST, A DISTANCE OF 11.13 FEET; THENCE SOUTH 44 DEGREES 00 MINUTES 07 SECONDS WEST, A DISTANCE OF 106.84 THENCE NORTH 82 DEGREES 34 MINUTES 48 SECONDS WEST, A DISTANCE OF 9.00 FEET TO THE POINT OF BEGINNING; THENCE NORTH 07 DEGREES 54 MINUTES 15 SECONDS EAST, A DISTANCE OF 31.88 FEET; THENCE NORTH 61 DEGREES 39 MINUTES 05 SECONDS WEST, A DISTANCE OF 56.96 FEET; THENCE NORTH 22 DEGREES 35 MINUTES 51 SECONDS EAST, A DISTANCE OF 151.75 FEET; THENCE SOUTH 88 DEGREES 25 MINUTES 17 SECONDS EAST, A DISTANCE OF 64.85 FEET; THENCE SOUTH 63 DEGREES 55 MINUTES 05 SECONDS EAST, A DISTANCE OF 43,5 FEET MORE OR LESS THE POINT OF TERMINUS ON THE WEST RIGHT OF WAY LINE OF SAID SUNSET DRIVE. 4. LEGAL DESCRIPTION OF UTILITY LICENSE AREA 200095.1. 18 TC WIRELESS SERVICE FACILITY LAND LEASE AGREEMENT BETWEEN CITY OF REDLANDS ANIS VERT ON WIRELESS DESCRIPTION N OF THE SITE The Site consists of those specific areas described/shown below where Tenant's communications antennas, equipment, and cables occupy the Property. The Site and the associated utility connections and access, including easements, ingress, egress, dimensions, and locations as described/shown below, are approximate only, and may be adjusted or changed by Tenant at the time of construction to reasonably accommodate sound engineering criteria and the physical features of the property. A parcel of land approximately six hundred and twelve (612) square feet, and any required airspace, together with a non-exclusive easement and right-of-way in and over the Property to provide physical access by personnel and equipment from the nearest public right-of-way, and, utilities from the nearest service, to or from. the Site, and, a;temporary construction easement, as reasonably necessary, to permit the construction and installation of Tenant's Facilities on the Site. Tenant agrees promptly to repair any areas disturbed within this temporary construction easement. See two attachments as follows: PLAT d OF 2.: "SITE PLAN" PEAT 2, F 2. "ENLARGED SITE PLAN" tote: these two plats are being revised by surveyor per City direction as of 8/19/04 20MI95.1 1 EXHIBIT "C" TO WIRELESS SERVICE FACILITY LAND LEASE AGREEMENT BETWEEN CITY OF REDLANDS AND VERIZON WIRELESS CONDITIONAL USE PERMIT [A COPY OF THE CUP-INCLUDING APPROVED ZONING DRAWINGS-SHALL BE INITIALED BY BOTH PARTIES AND ATTACHED HERETO UPON GRANTING] 200095.1 20 EXHIBIT "13" TO WIRELESS SERVICE FACILITY LAND LEASE AGREEMENT BETWEEN CITY OF REDLANDS AND VERIZON WIRELESS LICENSE AGREEMENT LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into this day of 20 (the "Effective Date"), by and between the City of Redlands, a municipal corporation ("Licensor"), and Los Angeles SMSA Limited Partnership, a California limited partnership, d/b/a Verizon Wireless, by AirTouch Cellular, its general partner("Licensee"). RECITALS A. Licensor is the owner of real property located in the City of Redlands which is commonly known as a portion of Hillside Memorial Park ( the "Property"). Licensor and Licensee have entered into a Land Lease Agreement for the Property for the purpose of Licensee's Operation of a personal communications service system facility. A copy of the Land Lease Agreement is attached hereto and incorporated herein by this reference as Exhibit "A." B. Licensee desires to place related stealth antenna towers, and run cables to those antennas, on the Property. C. Licensor desires to grant Licensee a non-exclusive license to enter upon the Property for the purpose of placement of stealth antenna towers and cables from the antennas to Licensee's equipment for purposes of facilitating the operation of Licensee's personal communications service system facility. In consideration of the mutual promises contained herein, Licensor and Licensee agree as follows: AGREEMENT I Grant of License. Licensor hereby grants to Licensee a non-exclusive license to enter upon and use the Property for the purpose of placement of stealth antenna towers, and the running of cables from the antennas, to the leased facility equipment area. Such antennas and cables shall be placed on the property as specified in Exhibit "B" which is attached hereto and incorporated herein by this reference. Such activity shall be performed by Licensee in conformance with all applicable federal, state and local laws, and shall not interfere with any of Licenser"s activities on the Property. 2. Condition of Pro ert Not Warranted. Licensor does not warrant or represent that the Property is safe, healthful or suitable for any particular use, or for any other purpose, and 200095A 21 Licensee agrees that its entry upon the Property and activities thereon are perfortned at Licensee's own risk, recognizing that the Property is in an "as is" condition, I Tenn. This License shall commence upon the Effective Date and shall continue thereafter until terminated pursuant to the provisions governing termination of the Land Lease Agreement attached as Exhibit "A". 4. Insurance/ludemni!y. Licensor and Licensee incorporate herein by this reference the indemnity provision found in Paragraph 14, and the insurance provision found in Paragraph 17, of Exhibit "A," as though both are fully set forth herein, 5, Assi2nment. Licensee shall not assign or transfer this Agreement without the prior written consent of Licensor, which consent will not be unreasonably withheld. In the event Licensee attempts any assignment or transfer without Licensor's prior written consent, such action shall be null and void, and this Agreement shall immediately be subject to termination at the option of Licensor. 6, Entire Agreement; This License Agreement embodies the entire understanding of the Parties hereto, and there are no further or other agreements or understandings, written or oral, in effect between the Parties relating to the grant of this revocable license. 7. Attorneys Fees. In the event any legal action is commenced to enforce or interpret the terms or conditions of this License Agreement, the prevailing party in such action shall be entitled to recover in addition to its costs and other relief, its reasonable attorneys' fees. 8. GoveMLnS Law. This License Agreement shall be governed by and construed in accordance with the laws of the State of California. In witness whereof the parties have executed this Agreement as of the dates indicated below. Licensor- Licensee: CITY OF REDLANDS, LOS ANGELES SMSA LIMITED PARTNERSHIP, a municipal corporation a California limited partnership, cilia Verizon Wireless By: By: AirTouch Cellular, Title: Mayor Its: general partner Date: Attest.- By: Name: Robert F. Swaine City Clerk: Title: West Area Vice President—Network Date: 20009il 22 EXHIBIT "E" TO WIRELESS SERVICE FACILITY LAND LEASE AGREEMENT BETWEEN CITY OF REDLANDS AND VERIZON WIRELESS RECORD REQUESTED BY AND WHEN RECORDED MAIL TO: City Clerk City of Redlands PO Box 3005 Redlands,CA 92373-1505 MEMORANDUM OF WIRELESS SERVICE FACILITY LAND LEASE AGREEMENT This Memorandum of Lease ("Memorandum") dated as of 1 20—' is between City of Redlands, a municipal corporation("Landlord"), and Los Angeles SMSA Limited Partnership, a California limited partnership,d/b/a Verizon Wireless,by AirTouch Cellular, its general partner("Tenant"). WITNESSETH: That Landlord hereby leases to Tenant and Tenant hereby leases from Landlord a portion of that certain real property(the"Property") in the State of California,County of San Bernardino, City of Redlands, commonly known as Hillside Memorial Park, the"Leased Area"a legal description of which is shown in Exhibit A I-A3 Exhibit B and Exhibit C attached hereto and incorporated herein by reference, under the ter is; and conditions of the unrecorded Wireless Service Facility Land Lease Agreement by and between Landlord and Tenant dated 1 2004 and incorporated herein by reference (the "Agreement") for an initial term of five (5) years, and three (3) subsequent optional extension terms of five (5) years each,pursuant to the terms of the Agreement. The Agreement provides for grant for rights of access to the Property and Site and to electrical and telephone facilities serving the Property and leased Site. fN WITNESS WHEREOF, the parties have executed this Memorandum as of the, day and year first above written: Licensor: Licensee: CITY OF REDLANDS, LOS ANGELES SMSA LIMITED PARTNERSHIP, a California a municipal corporation hinited partnership, dba Verizon Wireless By- By: AirTouch Cellular, Title: Mayor Its: general partner Date: Attest: By: Name: Robert R Swaine Title. West Area Vice President–Network City Clerk Bate: 10W95 23 EXHIBIT "B" TO LICENSE AGREEMENT BETWEEN CITY OF REDL AND ERI ON WIRELESS DESCRIPTLON OF THE SITE The Site consists of those specific areas described/shown below where Licensee's communications antennas, equipment, and cables occupy the Property. The Site and the associated utility connections and access, including license areas, ingress, egress, dimensions, and locations as described/shown below, are approximate only, and may be adjusted or changed by Licensee at the time of construction to reasonably accommodate sound engineering criteria and the physical features of the Property. A parcel of land approximately seven hundred and twenty (7 20) square feet, and any required airspace, together with a non-exclusive Ingress/Egress License Area in and over the Property to provide physical access by personnel and equipment from the nearest public right-of-way, and a Utility License Area to obtain utilities from the nearest utility service providers, to or from the Site; and, a temporary construction easement, as reasonably necessary, to permit the construction and installation of Licensee's Facilities on the Site. Licensee agrees promptly to repair any areas disturbed within this temporary construction easement. See two attachments as follows, PLAT I OF 2: "SITE PLAN' PLAT 2 OF 2:"ENLARGED SITE PLAN' EXFIBrr' r FLAT 1 Cr-Z BCCA PIAN 171-5 3RO LM w 34 alli y Qt�"4 flit, �' A Jill ExHerr*w PLAT 2 OF Z'9"MM en MM FAWN ammo 4f (M FAX MAMW cr" f Mm AWW 1 i l � s FAA � t I/ unrM w�c x � / t�eA i-.raor ar er : Nair