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HomeMy WebLinkAboutAmerican Tower (3)0 AMBRICAN TOWSW C OR P 0 K AT IQ N March 24, 2015 Town Of Los Altos Hills 26379 Fremont Rd. Los Altos Hills, CA 94022-2624 Re: Notice of and consent to sublease of Ground Lease 66561 subsequent leaseback of a portion of Site 157417, located at 27210 .Mills, CA 94022 (the "Site") Dear Town Of Los Altos Hills: ("Ground Lease") and Altamont Rd., Los Altos On February 5, 2015, Verizon Communications Inc. ("Verizon") entered into an agreement ("Agreement") with American Tower Corporation ("American Tower") regarding a portion of Verizon's tower portfolio (the "Portfolio"), including the right for American Tower to manage and operate the Portfolio. Your Ground Lease and the Site associated with. the Ground Lease are part of the Portfolio. American Tower and Verizon expect the initial transactions contemplated under the Agreement ("Transaction") to close on or before May 1, 2015, As part of the Transaction, Verizon's affiliate party to the Ground Lease will: (i) sublease the Ground Lease to American Tower or one of its affiliates and (ii) leaseback a portion of the Site from. American Tower ox one of its affiliates and retain certain rights to continue using such portion of the Site (such sublease and leaseback hereinafter referred to as the "Ground Lease Sublease and Leaseback"). The purpose of this letter is to provide notice of and request your consent to the Ground Lease Sublease and Leaseback. Please sign below and return this letter to us in the enclosed self-addressed pre -paid envelope. Thank you for your cooperation and prompt attention to this matter. If you have any questions, please call 877-362-1655 or send an email to land@AtnericanTower.com. Sincerely, Justine D. Paul ATC Site Number: 413837 ATC Lease Number: VZL66561 VZ Site Number: 157417 VZLease Number: 66561 76 AMERICANTOWEW C 0 R P 0 A A T 1 0 N The undersigned consents to the Ground Lease Sublease and Leasebaok as set forth above. Town Of Los Altos Hills By: d - C) Print Name: (A Title: 0-0�iA Date: ATC Site Number: 413837 ATC Lease Number VZL6656 1. VZ Site Number. 157417 VZLease Number: 66561. 76 LAND LEASE AGREEMENT This Land Lease Agreement ("Agreement") is made this - day of _A�Lc-h 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 on the 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 287189.7 Pagemill Highlands 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 connnenced 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 anniversary 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 Consun-rers (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 unreasonably withheld, to install and use at the Premises a generator in connection 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 287189,7 Pagemill Highlands adversely affect the status of the Property with respect to the proposed use by LESSEE, 11, the event that any of such applications for such Governmental Approvals should be finally rejected or any Goverrunental 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 termination, 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, cmployces, 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 form 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. 287189.7 3 Pagemill Highlands (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 minimum of thirty (30) days prior to the cancellation of said policy or the reduction of coverage of said policy below the limits required hereunder. (S) 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 acknowledge 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, sliall, within ninety (90) days, remove its building(s), antemla 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, I.,ESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment terin, until such time as the removal of the building, antenna stricture, fixtures and all personal property are completed. If LESSEE fails to remove its building(s), antenna stnucture(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. 11, 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 termination 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. 287189.7 4 Pagemill Highlands 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 1910.1200; (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(e), and regulations issued pursuant thereto; (4) Any such materials regulated under state or local envirorrrriental 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 environment 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 Environmental Protection Agency, and any public body having jurisdiction in the matter. Any expense of required compliance with federal, state or local enviromnental 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 any 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 287189,7 Pagemill Highlands be in compliance with local, county, state or federal laws, rules or regulations for the safe operation of conlnlunlcatlons facilities, LESSEE shall be considered in default of this Agreement if any violation is not cured within ten (1.0) 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 pant 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 performs 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 manner that would interfere with or disrupt LESSEE'S business or fiustrate LESSEE'S use of the Site. LESSEE aclalowledges that the Property and the Premises are subject to an existing lease between LESSOR and Friends of Westwind, Inc. 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. Airy 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 unreasonably withheld or delayed. LESSEE may sublet the Premises only upon notice to, and the written consent of, LESSOR. Any sublease that is 287189.7 Pagemill Highlands entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns, heirs 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 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 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. 287189,7 Pagemill Highlands 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 reenter, as herein provided or should LESSOR take possession pursuant to any remedy provided for by law, LESSOR may either terminate 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 Agreement 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, 287189,7 $ Pagemill Highlands 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 gover-nmental 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 the 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 mance repairs at the expense of LESSOR as provided in California Civil Code Section 1942. LESSEE further warrants that all 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 Government, 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 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. 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 287189.7 9 Pagemill Highlands condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for 1. 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 ori 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 pant of the Agreement, They shall not affect or be utilized in the construction or interpretation of the Agreement. 287189.7 10 Pagemill Highlands IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written, LESSOR: Town of Los Altos Hills, a Municipal Corporation Name: Title: ftjer!o Mkno,a er Date: N`a.re k 2 2-006 LESSEE: GTE Mobilnet of California Limited Partnership, a California limited partnership, dba Verizon Wireless By Cellco Partnership Its: general partner By: 41— Keith A. Surratt West Area ice President — Network Date: 287189,7 Pagemill Highlands Exhibit "A" (Description of Premises) [See Attached] 289731.2 Pagemill Highlands VerlZOnwireless + �= PAGEMILL "HIGHLANDS ( CO -LOCATION MONO PINE) PAGFunI HGHLANOS SITE NO. 15749 27210 ALTAMONT ROAD 27210 ALTAMONT ROAD L�OOS� LTOS HLLL3, CA LOS ALTOS HILLS, CA 94022 SITE NO. 157417 LOCATION MAP VICINITY MAP CODE COMPLIANCE PROJECT DATA M5a �PRDNs DATE /—SN:TA ROSA _ _ �9 rxMA ff s' LOS ALTOS ALL WORK ANO MATERU 5 SNAµ BE PERFORMED AND INSTALLED 1N A_S AS AM W11N iNE LURREN} ONS Di THE fOLLOWiNO .11 C ES ASAOCPRO BY ME LOLL COVERNWC AUMORITES NOO.D . IN THESE PUNS IS TO BE CONSTRUED TO PERMIT WpRI( NOTCWFORMING 10 THESE COOfS DF Los ALTOS OIWER : ME NORM SW ANTONIO RD. LOS ALTOS. CA 91022 CONTACR DEBBIE PEORO 7EL Y DEC__ APPUGNi: AT IOxNG: -_ RI CNLPB0.,_„� PAZ -- -UT—PTC Eyyp CMOk��MiD pyo G SITE NO 15]41] APPROVED BT T[ _ 1 _-- _ �_--1 -- --- FM G. _= I PITTSBUROJ 1w. _____ - ^NAINUC GREEK _ , B HILL$ v�y, PRO.£Ci LOCATION '$ pH.a "t'w a IAP' 1. aLIOICIIA gOWNI51pAirvE LOGE N-111 TTLE 24 k 25) CAUlOS-- BUILDING CODE, 2ffp,,Ot 3, CALfdIRNiu'UMBI.00AD.C. GOT 5. CAUFORNIgo LECTAIc COOS 2001 e. WNn OR INANCES ACc�E551BIU1 NflE0U1RfMENYS F MANNED AND NOT FDR IHUMAN NA91YAiTON. ANDICAPPED ACCESS BEOUIREUFNIS ARE NOT REOVA . iN ACCORDANCE NiIH THE 2001 CAUFORNA BULLOINO COOS. SIBSYONEOR.LLEss WJBS MITCHELL ORM1E WUT CR EK, CA 99580 CONTACT: Ju GRAHAM 4 925-2]9-LUS AGENT GL CMESYSIEMS I OA No" SUITE 100 SAN NA MOILCA 9458] CONTACT WARREN BULLS iFl I: 510-021-1520 ENCNEER : AT AGE CMIT TAL 0 BUCKHAVM ROAD DANNLLE, CA. 94508 CO /:CB25-640-BUEO SON, P.E. FAX YH 925 G40_88fl CHECKED 8Y 1 Ofi/2]/05 20 RMEW 2 O)/0]/OS ZD RMEW 3 OB/OB/OS ZD SUBMIRN. 03/Ol/O6 LSE ASU SITE DIRECTION I, START OUT COING SOUTHWEST ON MITCHELL DR TOWARD N W CET LN. 2. TURN LEFT ONTO N INLET I.M. J. TURN RIGHT ONTO YONACIO VALLEY RD. 4. MERGE ONTO 1-680 S NA THE RAMP ON THE LEFT TOWARD $AN JOSE. 5, TAKE THE MISSION BLVD WEST EXIT T—D 1-880 / WARM SPRINGS DISTRICT / UC EXTENSION. 6. MERGE ON MISSION BLVD / CA -262 W. 7. MERGE ONTO -BBD 5 TOWARD 8AN JOSE, B.MERGE ONTO CA -237 W TOWARD MTN VIEW B. MERGE ONTO CA -85 5 TOWARD CA -82 S / LOS GATOS / SANTA MU2. 10. MERGE ONTO -280 N TOWARD SAN FRANCISCO, 11. TAKE THE EL MONTE RO EX3T TOWARD MOODY RD, 12. TAKE THE EL MONTE RD MST RAMP, 13. TAKE THE EL MONTE RD RAMP, 14, MERGE ONTO S EL MONTE RD, 15.5 EL MONTE RD BECOMES MOODY RD, 16. STAY STRAIGHT TO GO ONTO ALTAMONT RD.LATINpE 17. END AT 27210 ALTAMONT RD LOS ALTOS HILLS PROJECT DESCRIPTION SHEET INDEX RX -- OAKLAND �~ = SITE 0 N JOSE µPE, y To _ ...... ----- ® TITLE tITLE SIfET SNE NUu9ER A TOTAL OF (6) 4ERIZON WIRELESS PANEL ANTENNAS TO BE MOUNTED ON A NEW 65' MERTON WRELESS MONOPIN6. VERIZON WRELFBS EWIPMEST IS TO BE NSTALLED W A (N) BUILDING WTHW A 17'-B' x 4C' -B" LEASE AREA (2) GPE AxTENNEAS t0 BE INSTALLED ON (N) EQUIPMENT BUIIDINO. TI TIRE SHEET Z LEGfNp, BBREMATICNS, DfiNy AND OENER NOTED CI SITE SURVEY (PAGE I el 2) C2 SITE SURVEY (PACE 2 0l 2) SITE PLAN A2 EOUIPMENT AREA AND ANTENNA PLAN EAELEVATION k SOUTH ELEVAnOx Al ST ELEVATOR k SOUTH ELEVATDN BUILDING SITE DATA LEGEND OccUPANCr1 GROUP U (NEW TELECOM INStALL M) TYPE OF CGNSTFUCTIpY : HYPE V N.R. A.P.N.; 182 -RI -014 k 182-28-039 SITE NUNBER 16]417 ^RHINO (OS - OPEN PACE HIENNA TYPE : S SEGO R$ �2 ANRNNAE PER SECTOR COAX LENGTH ; SEGTBR 1T4s R' COCCinn 2 ia6 n; J : 3721'53.44' LATn1UDE : LONWNDE H 122T9-31,0,' (NAD 27) LONONVDE H 122G -' CAV (NAD 03) COMPANf JOB N0. CM22] =cu-lUN1'oh53 E` w0�0 rnaVrv• xp[p Y0 e[ A IMiOFD. SANL o M µryuln l9 emw rlAsrw 8 i � �""" ,�CvuMEAvae[ aJVKrrI ,xD NvugKxuY[E� o [MDR uECLCMVAIO[rt[c,AAu ixirlCAAWs uaDDARD Ox ,xt DMvu,Ds ® wouenD AVD e-,-�� (q •.ubm• � $}t- w �rn x q louts w .ctw0u c[ xM 4AUJfAwVA[Aa vEW�:w[WAnpS UnitsiD50CnDwllY OM[RwSE DIDICARD E0.Nu[A[ LOCAL a uwxD ew ___cam .axwER �(� a$ [ �(`(a 8 � IYA,. �. WLS M R[Wlnn[wS YM[ vurtotv2 ,wcnlcelOceMlc1 Am PALACE, uMAtD1 K.W. PDCa1C,sce. q[ut NDttD D �� Nu �. .... ,�, .,., Wur�E%iaraµix�. El o wnuE Aumou� ° .uaoue°sgrmH S{Ss- _ 15F1e .aDo's�iu"Ds,� ,retro- mDm `N manloa La>n. —TPas epa�wE{�: ! xy� W`w • uwarcn =M Ip vu. WV,me s r. Ea LAB °' P oim uAi[pusw ri5c MKn Mus w,N V.l us,W /.v0 Dnt caxsmucnwW ix cDEMw Avn WDnNU uM rxNmt le K Me wrERu IMWM[PgENRCNs fae.PIPWD, [q,i aYCwc wm xiviGicelMnTa,s Axp uECaMiW [DVV+,CLr, a� ,N.N D�MKaMLE EMMwN �D MD .p vDt [LLVAnw — __ — uE m/uAs[ Q s[i taut w D p Mxw _, D ` / ✓. VBCIjQllwircles WNw eaAlm www wn NOTE oVEA a—PILE O.T. A[WwFO rce —C -I- p wo awwx — D a. M, �x - m A[w u—R—$�„K� I AGEMILLHIGHLANDS SITE ATAM J N SV21ITE ALONT ROAb -c-GPS ANTENNA 5 GENERAL NOTES 13 NNaa LOS ALTOS HLLS, OA 84022 LEGEND 1 MI F. roue[ �m F - IIIlk lM:ra,N R, w w MPKM IE/.wo DqE— T e �p µrw. uu u Axi� Ate uu yyII W�rU p �nK PAtF:— WfNWNf@�_OA1E:— 'WM[Vn'N , °BIwAg4 ne CagsmceLKM. _...._ un, 19.11— uc mm Ml[: Rpm °AMttiswiw, sRE. ND JS)dl) MRxw V m�G EF.— K 1PPflOKD Bf lE Ip udKa[ � %y(A) \ \ � via�i 1 �q�;K�Ivruy qEi'g'a-dfro etttc DMWN BY RO CHECXEO. BY RH I 0/21/0$ M. 3 D]/01/Ds zD flEVRW De/De/os zo suetamu i y �,D .P 4 4 "'Sap '0'r�7 ' 'r � wxnu ds u'�xo[M P,e,l nu \ '•� D@Mlurx _ wart DAAwi¢ w`�wt u°�Ms`MU YM6 DAL �4G51 .R[ �upuxv,cs lel �W�w,sw � wP,DMD �F Kmzd carica w m, cm TM \ NUC K f navD w O�q ro d OS/OJ/OB SEE MG (�) uwas[n ,Vn•,w ur, rev A 0.) .)[Va xA }) Was xwd L rw axaw Dp°nVlq I:�4 _ ru r ieunw:a) ,.ov. a �S IVMu[11 @AW�oM[(wf ry / ,)M[wuigx ViMCss ml— \. \ ,\ K u'S ;����,,�v� �. R,niP➢A ii%a irlM t sH oOEtD, ABBPE4UTIDN& flAs.9 AND OErEA.U. N NOTFd p y f. / \ vuJ r:S v�wuie 5,51W � SHEE[ NUMBER T-2 '�,��°�D VWyiW_ �n aal�'rdPKwaxDar ANTENNA ANTENNA MOUNTING DETAIL 161 ANTENNA DETAIL Q ABBREVIATIONS 2 DOMPAm ADD ND. CADU7 \,�M3 -------------------- �1-11L HIGHLANDS SITE a No. 15'4R' 27210 ALTAMONT ROAD LOS ALTOS HLL$. CA DAM— M71- it \,�M3 -------------------- �1-11L HIGHLANDS SITE a No. 15'4R' 27210 ALTAMONT ROAD LOS ALTOS HLL$. CA DAM— M71- 11.11 �11N.A-.N.A IIIA. 9 1 H! MAD OA I I - M-- � DM— P. w. _mm-_ EOL AOR MEA A!U AMON,1 PW: I A-2 I <w �amae i w�.[K ^a' -,' _ �•yt',,.?;:�.; J�+�� III Illl 3�s� �.'I � A, §y �: � PAfiEMLL HIGHLANDS SIZE N0. 1574fl aj _ z7zwALrAAnou aoAo � IfI �,� �� • � � 408 ALTOS HILL8, CA I, � � S HED nloT Iq�d'roY�D ff7''��-li,s• y; me... Re�Vrl'ts /'`eY;C.lJ�71V I �Oya/ N:,vw: � � DAiF:_ qoAw_ PLr Gona(:''f"�ZJrIS J � Wr6:Wtmox;— OniE_ fw)Ixl¢w[u[ss .xm�xK r_^_Y_M1 �.t+ FWV. FwA:-•,__OAIE:_ .. i L • :'.. x` .� ..;,� �,f '' rrrt+[ m-,a.,:ov •xttxxs 97E NO ,S»I7 •� "' ? .. '•J�',�i :�. e�;�••'tri." ^O - MPROKD By iE tl• y h '(''� c. f/�'7^''b SPA Y to ,an z o>/o1/Os zD-1- �. SB/UB/DB RZD ExSED�nu �;�,i t . •:.. s l w/oo/oe CGSF u 6 ,Y.4:�'� �:�'�I2 t•F, tirUi� Yt I '.'�.�r' a112 ea[ may, a is l .,, y' "W— ;r: • Via, �^,�, •`A.'. .'V."tiG1h:' Ill il�!'��I .I I�Ilj SNFET NUMBEF en M[cus � nl s�ouTri ELevnnoN A-3 U /Y 1 MVANt JOB NO. -227 LEGEND ~ / ® uwxa6 of me uroxwr —°Ea�rM �� J!ri0P7 __...--•�"�� % /•/ .rte w vmwz n�i�w �rw,sa an.�.a° / i /.% ,.•'� U. v°Rwm "X —X—X— —>c � � RU,n �nrw =6 n / ..•• US '! / _._ mRwn uc — fver Phil A.— surveYine �p eR ,oR��n / i, "oMO . .. / / .�/ ..w-.—�.nc ur..v g.. w.a a /..JIBn 0°RYna Min -m.i��}�sdlwihllnw 4 �R Po'�a ¢•1iu' rre'nl�w � �� rare i•. i �j �\j4\�\ 4 ALTAMONT RD.\\����'1/ ..�-•---^` I rws°.°w \7�,Aw` ` a,.�P�I R�R�=— V J \\i nmr on uwrn mn u,mma r, maw awv:vr ws-°aneror "oma a,. smm �s �/ IIjQjJw(reless \\\ �wu,"�irt' WT, Tg�>v "vd" ' ',,, Koss s uT w L�vJJWB � •� P'�wµa°n �""iwmTM a°'Sar I I ° �� ��°i0 Mme"' aN 41 I I LOT 2 A.P.N. 182-20-034 rmrNa,�n,mc xem',m mprps PACE MILL HIGHLANDS 157417 2721p ALTPMONT R0, } _� r (PER H MAPS 66) 10 3 / (PER 361E M 2 51) Il { °i. w�sr' �� wo-mr g1°°01n0`w"'""" c mrz x anrNnw per. G"bsdoi» r> Nws r m; wnY a"'rdm"i,' i'?+a n[StlnoB°x MNKrv�R los otos HILLS, G eau SAM'A CW+A COUrvTY { �(/ 18PARCEL.032 I '�1 •nw /f/ °90A"mmooPw��eou USivan ix ,wPx[ (PER 561E M. 51) Ili--��� L1sL�L. % Marr °a°Fam"a`xua°ranfO I 4Wa AJM I, rw nw n mar rPPRarus u V vnamn s r°o, wx unun ermww u awwer sawn �f �/%..?• wirrz —i Z lr' I _ s--'�1 , r�` � I I�y esus a BEvnaxo IwV° B 6�w, � °crowns cruruau anrz rvxc mamiuu emu me x � w a aax� wre;_ cotis,wcnae wm•.— J .N I �, A]E NO 15]at7 MPRahll BY WA Ie i� I' ' I � E'�ixm°pwm(np vnu o>s sv ri. II III Iw�w ��� "w I I �� 1�—�.—. IuA pxm�nak. µ ow mw,x°m0. °nrtn cHEp@n M OPA 55EVUm FOR Q1 >/o5/OS 9aX R. ! _..--._'--•---•—�•—'_' How,„,�n���1�`Kt Fn��Y�f�SrAM nwnu�. °wmicrtn qRl ,mwtE m Il �� �! ... \ 5 •! (� ( � v>= �.>ID I �,e i° mi PL`�iY�F°�a rv°w' I rzMmv w � '!IO]/OS a�Um ryR a I s.�r A.P.N. 182-28-033 11 I �a ' O I PARCEL 3M. (PER 361 M. 51)__ I �m na�aaNn,ra « Bre SiRnONFt MnIT H/w rrb RM• UTNNi iu°n,.m' crNn m rwanw isiao°x'snw- sxw wl �j /06/06 AOR NCINITY MAP NOT TO SCALE I — — — — _ ri ,It, k LOS ALTOS HILLS I (PER 361E M. 51) �'4ti fl� ITEEMAP I (SHEET 2 OF 2) SURVEY T I ~'—^--��...,,�,.�••.._.......�••"..J.•'s n'm� (PER HOMAPS 66) OVO OCATION PARCEL A (PER 361 M. 51) yrp. N,� A C-1= OVEfWl SpE AUA 1 CONPMT JOB W. GOt2 A, p,N. 182-2s-034 =°I°°Y•� �` / �,' LEGEND /.�'��Y �/ PARCEL 2 .-•-•-�,'.... / .._'% '/ // w.n nc fru+' nw�wrc— (PER 361 M. 51)�_---•.-""�---- q' ._..../... ,r .... _ PAV Auer r� •,•, „,..no. / • • �p >roi` Pm':aF"` un Survyying gv u Ste. / /Y�••',/•�--, ._- 1� I ( LOT 2 (PER H MAPS 66) veliJQwireless r 7 1 •,, PAGE MILL HIGHLANDS I1 ,' 1 3 / I 157417 1 I�' 27210 ALTAMONT RD, IDS ALTOS MILLS. CA 94072 SANTA CIARA COUNTY OAT— ]OMYG OAi I A0 f 'S0 L' i I ! ' • 1 Y I I •! D mrmun wlgvrv. DA1r+..._ I, :'%' I a V I I11 cowlwcnow WEL_ [Ww. 1 1. t•.� 11jI ayen� 1 1 • •✓ $'' � Z w,IOW[�� I t � OwO OA1E:_._ OA'kPo M STENO 15]417 m„°.'9$m •d' w»•, Mfr `>w�'f n ( / m .�._.._..__._.._. OPA — sour TCN :••IiZu:Z irs u) 1 cHEdfEO Hf oPA usvco ron I r»• ,+ r I i ;iii ��. ,.1 O n" ,pi %' :' •.' % a^ 5 S .� i.i� � % 1 � r Itl �V la.N'� ii '/A'� Q >/Oi/OS ISS � ft 1 j _ eo✓+� _ ., �, 1 3 Q /O9/OS S I— r0R REy. I2 PROPOSED / 17.67MAR0 EE IZON /a6/oe Issum ryR R[Y• 13 LEASE ARFA LOT 1 (PER H MAPS 66) •• i x�R 1Ea n '' °,I j j SURVEY PARCEL 4 �!' 1, rAf• (PER 367 M. 51) a-sm1 ws SITE uM �• WMPAm .aR ND. CA02i Exhibit "C" Endorsement [See Attached] 289731.2 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, ADDDESIGNATED PERSON O. 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 11