2024-34 New Cingular Wireless PCS (AT&T) - Ground Lease Agmt Fire Station 70MEMORANDUM a,0"a
CALIFORNIA -
DATE: December 5, 2024
TO: Jon McMillen, City Manager
FROM: Doug Kinley, Senior Management Analyst
RE: GROUND LEASE AGREEMENT - Srte CSL00354I FA# 13023999 - New Cinyular W reless PCS - 10 YEAR CELL TOWER LEASE WITH OPTION TO EXTEND -APN 775-100-004 -FIRE STATION STATION 70 - MADISON AND AVENUE 54
Please list the Contracting Party / Vendor Name, any change orders or amendments. and the type of services to be provided. Make
sure to list any related Project No. and Project Name.
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Authority to execute this agreement is based upon:
Approved by City Council on Planning Commission 11/14/23 PH
City Manager's signing authority provided under the City's Purchasing & Contracting Policy
[Resolution No. 2023-008] for budget expenditures of $50,000 or less.
City Manager's signing authority provided under the City's Personnel Policy Section 3.2 for
temporary employment positions.
Department Director's or Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2023-0081 for budget expenditures of $15,000 and $5,000, respectively, or less.
Procurement Method (one must apply):
Bid ❑ RFP ❑ RFQ ❑ 3 written informal bids
Sole Source ❑ Select Source ❑ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
Agreement payment will be charged to Account No.: Revenue - 101-0000-42120
Agreement term: Start Date January 1, 2025
Amount of Agreement, Amendment, Change Order, etc.
End Date December 31, 2035
E!
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount, not individual
Amendments or Change Orders!
❑ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Date:
❑ Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
❑ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant
FPPC regulation 18701(2)
❑ Business License No. Expires:
❑ Requisition for a Purchase Order has been prepared (Agreements over $5,000)
GROUND LEASE AGREEMENT
(Site CSL00354/ FA # 13023999)
This Ground Lease Agreement ("Agreement") is entered into an effective as of the latter
of the signature dates below ("Effective Date"), by and between the City of La Quinta, a municipal
corporation ("Lessor") and New Cingular Wireless PCS, a Delaware limited liability company
("Lessee"). The Lessor and Lessee are at times collectively referred to hereinafter as the "Parties"
or individually as the "Party."
1. PROPERTY, PREMISES, AND EASEMENTS.
A. Property Rights. Lessor is the owner of that certain parcel of property
described on Exhibit "A" attached hereto and incorporated herein by this reference ("Property").
Lessor hereby leases to Lessee a portion of the property consisting of [396] square feet of land and
approximately 180 square feet of aerial space ("Premises") together with a non-exclusive right of
ingress and egress seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle
including trucks to the Premises, subject to Section 4(b) herein ("Access Easement"), and a non-
exclusive right to install and maintain undergrounded utility wires, cables, conduits, and pipes
extending to and from the Premises ("Utility Easement"). The specific dimensions, location, and
specifications of the Premises, Access Easement, and Utility Easement are depicted on Exhibit
"B" attached hereto and incorporated herein by this reference. The Property, including the
Premises, Access Easement, and Utility Easement may be surveyed by a licensed surveyor at the
sole cost of Lessee, and the cost of correcting any discrepancy between Exhibit `B" and such
survey shall be borne exclusively by Lessee.
B. Title. Lessor covenants that Lessor is seized of good and sufficient title and
interest to the Property and has full authority to enter into and execute this Agreement. Lessor
further covenants that there are no liens, judgments or impediments of title on the Property or
affecting Lessor's title to the same and that there are no covenants, easements or restrictions which
prevent the use of the Premises by the Lessee as set forth above.
2. TERM.
A. Initial Term. This Agreement shall be effective as of the Effective Date
and shall terminate on the date ten (10) years from the Effective Date ("Initial Term") unless
extended pursuant to Section 2(B) herein or earlier terminated pursuant to Section 2(C) herein.
B. Extension Terms. This Agreement may be extended by Lessee with sixty
(60) days written notice for up to five (5) consecutive extension terms of five (5) years each (each
an "Extension Term"). After the second extension term, Extension Terms must be approved by
each Party in writing prior to the termination of the then -current Initial Term or Extension Term.
The Initial Term and any Extension Term which actually occurs are hereby referred to as the
"Term".
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C. Termination.
(i) For Default. Either Party may terminate this Agreement for a
default of any of the terms of this Agreement by the other Party by providing thirty (30) days'
written notice to the defaulting Party, and an opportunity to cure the default within such thirty (30)
day period. If the defaulting Party fails to cure the default within the thirty (30) day period, this
Agreement shall terminate upon the thirty-first (31 s) day. The Parties may agree to a longer cure
period in writing. The non -defaulting Parry may not maintain any action or effect any remedies
for default against the defaulting Party unless and until the defaulting Party has failed to cure the
same within the time periods provided in this Paragraph.
(ii) For Good Cause. Lessee may terminate this Agreement for good
cause as that term is defined herein by providing thirty (30) days' written notice to Lessor. "Good
cause" for Lessee shall mean (1) the rejection, termination, revocation, or lapse of any
Governmental Approval required for Lessee's operation of the Premises, despite Lessee's best
efforts to secure or maintain such Governmental Approval, (2) Lessee's reasonable determination
that the Premises is not suitable for the Approved Premises Use, or (3) Lessee's reasonable
determination that new development which did not exist as of the Effective Date has rendered the
Approved Premises Use obsolete.
(iii) Automatically. This Agreement shall automatically terminate and
be void if a court of competent jurisdiction or other governmental authority other than Lessor
determines that the grant of this Agreement is in violation of any existing restrictions whether
effected by statute, deed, or otherwise, of Lessor's ownership, operation, or maintenance of
Lessor's property.
3. RENT.
A. Initial Rent. Commencing on the first day of the month following the date that
Lessee commences construction (the "Rent Commencement Date"), Lessee will pay the Lessor a monthly
payment of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) ("Rent"), at the address set forth
above, on or before the fifth (5ffi) day of each month. In a partial month occurring after the Rent
Commencement Date, Rent will be prorated. Lessor and Lessee acknowledge that the initial Rent payment
will be forwarded by Lessee to Lessor within forty-five (45) days after the Rent Commencement Date.
B. Automatic Rent Increase. In year two (2) of the Initial Rent Term, and each
year thereafter, including throughout any Extension Terms exercised, the monthly Rent will increase by
three percent (3%) over the Rent paid during the previous year.
4. PERMITTED USE.
A. Use of the Premises. Lessee may use the Premises solely to construct,
maintain, secure and operate a communications facility depicted and described on Exhibit "C"
hereto ("Approved Premises Use"). Any use which would modify, expand, enlarge, enhance, or
otherwise alter the physical appearance of the Approved Premises Use (each, for the purpose of
this Paragraph, a "modification") must be approved in advance by Lessor in writing in its sole and
absolute discretion. Lessee shall submit a request for modification approval to Lessor which shall
include the plans and specifications for the proposed modification, and any other information
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which may be reasonably required by Lessor. Lessor shall furnish its approval or denial in writing
within ninety (90) days of a request for modification. If Lessor fails to respond to any request for
modification within ninety (90) days, the request shall be deemed denied. Lessee, at its sole cost
and expense, will maintain the Premises in good condition, reasonable wear and tear excepted.
Any modification approved by Lessor pursuant to this Paragraph shall become part of the
Approved Premises Use. Lessee has the right but not the obligation, and without Lessor approval,
to add, modify and/or replace equipment in order to be in compliance with any current or future
federal, state or local mandated application, including, but not limited to, emergency 911
communication services, at no additional cost to Lessee or Lessor. Further Lessee has the right to
perform routine maintenance, repairs, replacements and upgrades without Lessor approval when
no changes to the exterior appearance of the Approved Premises Use are made.
B. Use of Access Easement. Lessee may use the Access Easement for ingress
and egress of pedestrians and motor vehicles, including trucks, to the Premises. Lessee's use of
the Access Easement shall not disrupt, restrict, or otherwise impact pedestrian use of the Access
Easement by members of the public without the prior written consent of Lessor. Lessor may
relocate the Access Easement if Lessor develops the Property in a way which would require such
relocation. The alternative Access Easement location shall be selected by Lessor subject to
Lessee's reasonable approval. Lessee, at its sole cost and expense, will maintain the Access
Easement in good condition, reasonable wear and tear excepted.
C. Use of Utility Easement. Lessee shall have the right to install utility wires,
cables, conduits, and pipes under the Utility Easement necessary for the Approved Premises Use
("Approved Utility Easement Use"). Utilities shall run underground, unless Lessee demonstrates
to Lessor's satisfaction that above -ground utilities are reasonably necessary for Lessee's operation
of the Approved Premises Use, and Lessor approves such utilities in writing, which approval shall
be in its sole and absolute discretion. Lessor agrees to sign such documents or easements as may
be required by said utility companies to provide such service to the Premises, including the grant
to Lessee or to the servicing utility company at no cost to the Lessor, of an easement in, over,
across, or through the Property as required by such servicing utility company to provide utility
services to Lessee as provided herein. Any easement necessary for such power or other utilities
will be at a location acceptable to Lessor and the servicing utility company. Any use which would
modify, expand, enlarge, enhance, or otherwise alter the physical appearance of the Approved
Utility Easement Use (each, for the purpose of this Paragraph, a "modification") must be approved
in advance by Lessor in writing. Lessee shall submit a request for modification approval to Lessor
which shall include the plans and specifications for the proposed modification, and any other
information which may be reasonably required by Lessor. Lessor shall furnish its approval or
denial in writing within ninety (90) days of a request for modification. If Lessor fails to respond
to any request for modification within ninety (90) days, the request shall be deemed denied. Any
modification approved by Lessor pursuant to this Paragraph shall become part of the Approved
Utility Easement Use. Lessee, at its sole cost and expense, will maintain the Utility Easement in
good condition, reasonable wear and tear excepted.
D. Applicable Law and Governmental Approvals. Lessee's use of the
Premises, Access Easement, and Utility Easement, shall comply with all applicable local, state,
and federal laws. Lessee's ability to use the Premises is contingent upon it obtaining, after the
Effective Date, all of the certificates, permits, and other approvals ("Governmental Approvals")
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that may be required by any federal, state, or local authority, including the City of La Quinta in its
capacity as a municipality. Lessee shall use best efforts to obtain such Governmental Approvals.
All costs of applying for and/or obtaining the Governmental Approvals shall be at Lessee's sole
cost and expense. To the extent Lessee requires Lessor's consent in order to secure certain
Governmental Approvals, Lessor agrees to not object to the submittal of applications to the
requisite government agencies, provided the application is consistent with the terms and
requirements of this Agreement in the Lessor's sole and absolute discretion. Notwithstanding the
foregoing, Lessor's obligations pursuant to this Paragraph shall not be deemed to include an
obligation in Lessor's regulatory capacity to grant any certificate, permit, or other Governmental
Approval required from the City of La Quinta.
E. Lessee Responsibility for Costs. Lessee shall be solely responsible for its
use of and operations on the Property, including the Premises, Access Easement, and Utility
Easement. Lessee shall be solely responsible for the cost of repair to Lessor's reasonable
satisfaction of any damage arising out of Lessee's use of the Premises, Access, Easement, or Utility
Easement. Lessee may request to meet with Lessor prior to the commencement of construction
work to discuss the locations of existing utilities, irrigation, and other appurtenances on the
Property.
F. Quiet Enioyment. Lessor covenants that Lessee, on paying the Rent and
performing the obligations set forth in this Agreement shall peaceably and quietly have, hold and
enjoy the Premises for the purposes and subject to the terms and conditions described herein.
G. Hazardous Materials. Lessor warrants and agrees that neither Lessor nor,
to Lessor's knowledge, any third party has used, generated, stored or disposed of, or permitted the
use, generation, storage or disposal of, any substance, chemical or waste identified as hazardous,
toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum
and asbestos) (each, a "Hazardous Material") on, under, about or within the Property in violation
of any law or regulation. Lessor and Lessee each agree that they will not use, generate, store or
dispose of any Hazardous Material on, under, about or within the Property in violation of any law
or regulation. Lessor and Lessee each agree to defend and indemnify the other and the other's
partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs
(including reasonable attorneys' fees and costs) arising from any breach of any warranty or
agreement contained in this Paragraph. "
H. Additional or Relocated Easements. Lessor may, in its sole and absolute
discretion, grant Lessee additional access easements, or utility easements, or may, at the request
of Lessee, relocate the Access Easement or Utility Easement upon a showing by Lessee to the
satisfaction of Lessor that the then -current Access Easement or Utility Easement does not permit
Lessee to operate the Approved Premises Use. Any such approval shall be in writing and shall
include a diagram depicting the exact location of any new or relocated easement.
5. INSURANCE.
Lessee, at Lessee's sole cost and expense, shall procure and maintain on the Premises and on
the equipment and appurtenances attached to the Premises, bodily injury, and property damage
insurance with a combined single limit of at least One Million and 00/100 Dollars ($1,000,000.00)
per occurrence. Such insurance shall insure, on an occurrence basis, against all liability of Lessee,
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its employees and agents arising from Lessee's use, disuse, occupancy, maintenance, and
improvement thereon of the Premises. Lessor shall also be named as an additional insured on
Lessee's policy, providing evidence of same by way of a separate endorsement. Within thirty (30)
days following the Effective Date, Lessee shall provide Lessor with a certificate of insurance
evidencing the coverage required hereunder.
G. WAIVER OF SUBROGATION.
Lessor and Lessee waive and release each other and their respective principals, employees,
representatives and agents, from any and all rights of action for negligence against each other for
damage to the Property or the Premises or to any personal property or appurtenances thereon
caused by, or that result from, any fire, or other casualty of the kind covered by standard fire
insurance policies with extended coverage regardless of whether or not, or in what amounts, such
insurance is now or hereafter carried by the Parties, or either of them. These waivers and releases
shall apply between the Parties and they shall also apply to any claims under or through either
Party as a result of any asserted right of subrogation. Lessor and Lessee shall cause such insurance
policies obtained by them to provide that the insurance company waives all right of recovery by
way of subrogation against the other in connection with any damage covered by such policies.
7. INDEMNIFICATION.
To the fullest extent permitted by applicable law, Lessee shall indemnify, defend and hold
Lessor harmless from and against all claims, losses, liabilities, damages, costs and expenses
(including reasonable attorneys' and reasonable consultants' fees, costs and expenses)
(collectively "Losses") arising from Lessee's entering into this Agreement, Lessee's
implementation of this Agreement, Lessee's breach of any term or condition of this Agreement, or
from Lessee's use and/or occupancy of the Property. The duties described in this Section shall
apply as of the Effective Date and survive the termination of this Agreement. The duties described
in this Section shall apply to this Agreement and any option to lease entered into between the
Parties for the purposes of entering into this Agreement.
8. LIMITATION OF LIABILITY.
Neither Party shall be liable to the other, or any of their respective agents, representatives or
employees for any lost revenue, lost profits, loss of technology, rights or services, incidental,
punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of
service, even if advised of the possibility of such damages, whether under theory of contract, tort
(including negligence), strict liability or otherwise. This Section 8 shall not apply to lost rents.
9. INTERFERENCE.
For the purpose of this Section, "interference" shall refer to that which modifies a wireless
or telecommunications signal in a harmful manner such that the wireless or telecommunications is
materially disrupted or that causes electronic or physical obstruction with, or degradation of, the
communications signals from the Approved Premises Use.
A. By Lessee. Lessee shall operate its equipment in compliance with all
applicable Federal Communications Commission ("FCC") requirements and in a manner that will
not cause interference to Lessor or other lessees or licensees of the Property, provided that any
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such installations predate that of Lessee's facilities and operate in compliance with applicable
laws. In the event Lessee's equipment causes such interference, and after Lessor has notified
Lessee of such interference pursuant to this Agreement, Lessee will take all steps necessary to
correct and eliminate the interference within thirty (30) days of said notice. Lessee's failure to
comply with this Paragraph shall be a material breach of this Agreement.
B. By Lessor. (i) Lessor will not grant, after the date of this Agreement, a
lease, license or any other right to any third party, if exercise of such grant may in any way
adversely affect or interfere with the Approved Premises Use, the operations of Lessee or the rights
of Lessee under this Agreement. Lessor will notify Lessee in writing prior to granting any third
party the right to install and operate communications equipment on the Property. (ii) Lessor will
not, nor will Lessor permit its employees, tenants, licensees, invitees, agents or independent
contractors to, interfere in any way with the Approved Premises Use , the operations of Lessee or
the rights of Lessee under this Agreement. Lessor will use its best efforts to cause such interference
to cease within twenty-four (24) hours after receipt of notice of interference from Lessee. In the
event any such interference does not cease within the aforementioned cure period, and except as
to interference from the other cell site on the existing site, Lessor shall cease all operations which
are suspected of causing interference (except for intermittent testing to determine the cause of such
interference) until the interference has been corrected. Lessor's failure to comply with this
Paragraph shall be a material breach of this Agreement.
10. REMOVAL UPON TERMINATION.
A. Lessee, upon termination of the Agreement, shall, within ninety (90) days,
remove its facility, buildings, and other structures, (including footings to a depth of three (3) feet),
fixtures and all personal property and otherwise restore the Premises, Access Easement, and Utility
Easement to their original condition, reasonable wear and tear and casualty 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 attachments to real property under applicable
law. If such time for removal causes Lessee to remain on the Premises after termination of this
Agreement, Lessee shall pay Rent at the then existing monthly rate until such time as the removal
of the building, antenna structure, fixtures and all personal property are completed, for a maximum
ninety (90) days following termination of the Agreement or for a longer term as stipulated by
written mutual consent by both Lessor and Lessee. Such payment shall be in addition to any other
amounts otherwise required by this Agreement.
B. If Lessee fails to comply with the requirements Section I I (A), Lessor may,
upon forty five (45)) days' written notice to Lessee, remove any buildings, equipment, structures,
fixtures, and personal property and otherwise restore the Premises, Access Easement, and Utility
Easement to their original condition, reasonable wear and tear and causality excepted. The cost
and expense of any work conducted by Lessee pursuant to this Section I I (B), including attorneys'
fees, shall be paid by Lessee to Lessor within fifteen (15) days of receiving written notice that
Lessor has incurred such cost or expense.
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11. SALE, ASSIGNMENT, AND SUBLETTING.
A. Sale by Lessor. Should Lessor, at any time during the term of this
Agreement, decide to sell all or any part of the Property to a purchaser other than Lessee, such sale
shall be under and subject to this Agreement and Lessee's rights hereunder.
B. Assignment. Either Party may assign, transfer, or convey this Agreement
by providing at least forty five (45) days' written notice to the other Party.
C. Subleases. Lessee may sublet the Premises within its sole discretion
provided that any sublessee shall be subject to the terms and conditions of this Agreement,
including without limitation the requirement to obtain Lessor approval for modifications to the
Approved Premises Use and Approved Utility Easement Use.
12. LESSOR OPERATING AS PROPRIETOR.
The Parties acknowledge that Lessor is operating in its proprietary capacity as owner of the
Property, and not in its governmental or regulatory capacity as a municipal corporation. Nothing
contained in this Agreement shall limit Lessor's function as a governmental entity, including but
not limited to its ability to approve, condition, or deny wireless facility installations on the
Premises during land use or planning review.
13. MISCELLANEOUS.
A. Administration of Agreement. To the extent permitted by applicable law,
Lessor's City Manager or designee shall have the authority to: (1) enter into or refuse to enter into
Extension Terms, (2) approve, condition, or deny modifications to the Approved Premises Use or
Approved or Utility Easement Use, (3) pursuant to Section 4(G), grant new easements or relocate
existing easements , and (4) enter into amendments to this Agreement which Lessor's City
Manager or designee determines in their sole and absolute discretion do not materially change the
terms of this Agreement. Lessor's City Manager or designee may, in their sole discretion, refer
any matter referenced in this Section 14(A) to Lessor's City Council or another review body.
B. Integration. This Agreement contains all agreements, promises and
understandings between the Lessor and Lessee and 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.
C. Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against either
Party by reason of the authorship of this Agreement or any other rule of construction which might
otherwise apply.
D. Amendment. The Parties may amend this Agreement only by a writing
signed by both Parties, and any other variation, modification, or addition to this Agreement shall
be void and ineffective.
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E. Severability. In the event any provision of the Agreement is found to be
invalid or unenforceable, such finding shall not affect the validity and enforceability of the
remaining provisions of this Agreement.
F. No Waiver. 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.
G. Rights and Remedies. Except with respect to rights and remedies
expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are
cumulative and the exercise by either Party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other Party.
H. Attorneys' Fees. If either Party to this Agreement brings any action,
including an action for declaratory relief, to enforce or interpret the provisions of this Agreement,
the prevailing Party shall be entitled to reasonable attorneys' fees and expenses including costs, in
addition to any other relief to which that Party may be entitled; provided, however, that the
attorneys' fees awarded pursuant to this Paragraph shall not exceed the hourly rate paid by Lessor
for legal services (even if lower than that charged by Optionee for legal services) multiplied by the
reasonable number of hours spent by the prevailing Party in the conduct of the litigation. The
court may set such fees in the same action or in a separate action brought for that purpose.
I. Governing Law and Forum. This Agreement and the performance thereof
shall be governed, interpreted, construed, and regulated by the laws of the State of California and
City of La Quinta. Any dispute arising under or relating to this Agreement shall be commenced
and tried in the courts of the State of California, County of Riverside.
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J. 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: City of La Quinta
78-495 Calle Tampico
La Quinta, California 92253
Attn: [City Manager's Office]
Phone:[760-777-70001
LESSEE: New Cingular Wireless PCS, LLC
Attn: Tower Asset Group - Lease Administration
Re: Cell Site #: CSL00354; Cell Site Name: Fire Station (CA)
Fixed Asset #: 13023999
1025 Lenox Park Blvd NE
Yd Floor
Atlanta, Georgia 30319
With a copy to:New Cingular Wireless PCS, LLC
Attn.: Legal Dept — Network Operations
Re: Cell Site #: CSL00354; Cell Site Name: Fire Station (CA)
Fixed Asset #: 13023999
208 S. Akard Street
Dallas, TX 75202-4206
The copy sent to the Legal Department is an administrative step which alone does not constitute
legal notice.
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained
pursuant to the foregoing.
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K. Successors. This Agreement shall extend to and bind the heirs, personal
representatives, successors and assigns of the Parties hereto.
L. 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, Access Easement, or Utility Easement; 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 under 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, 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 Rent that may otherwise become due under this
Agreement the sums paid by Lessee to cure or correct such defaults.
M. Taxes. Lessee shall pay in addition to Rent any documented increase in
real estate taxes levied against the Property which are directly attributable to the improvements
constructed by Lessee. Lessor shall provide to Lessee a copy of any notice, assessment or billing
relating to real estate taxes for which Lessee is responsible under this Agreement within thirty (30)
days of receipt of the same by Lessor. Lessee shall have no obligation to make payment of any
real estate taxes until Lessee has received the notice, assessment or billing relating to such payment
as set forth in the preceding sentence. In the event Lessor fails to provide to Lessee a copy of any
real estate tax notice, assessment, or billing within the thirty (30) day period set forth herein, Lessee
shall be relieved of any obligation or responsibility to make payment of real estate taxes referred
to in the notice, assessment or billing which was not timely delivered by Lessor to Lessee. Lessee
shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek
modification of any real estate tax assessment or billing for which Lessee is wholly or partly
responsible for payment under this Agreement. Lessor shall reasonably cooperate with Lessee, at
no cost to Lessor, in filing, prosecuting, and perfecting any appeal or challenge to real estate taxes
as set forth in the preceding sentence, including but not limited to, executing any consent to appeal
or other similar document. Lessee is hereby notified that any property interest deemed to have
been created by or as a result of this Agreement may be subject to property taxation, and that
Lessee may be subject to the payment of property taxes levied on the interest.
N. No Third -Party Beneficiaries. There are no intended third -party
beneficiaries under this Agreement and no such other third parties shall have any rights or
obligations hereunder.
O. Authority to Execute. Each of the Parties hereto warrants to the other that
the person or persons executing this Agreement on behalf of such Party has the full right, power
and authority to enter into and execute this Agreement on such Party's behalf and that no consent
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from any other person or entity is necessary as a condition precedent to the legal effect of this
Agreement.
P. Survival. The provisions of the Agreement relating to indemnification
from one Party to the other Party 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.
Q. Headings and Subheadings. The headings and subheadings contained in
this Agreement are inserted for convenience only and are not intended to be a part of the
Agreement. They should not affect or be used in the consideration or interpretation of the
Agreement.
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R. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be an original and all of which together shall constitute one agreement.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their
respective seals the day and year first above written.
LESSOR:
City of La Quinta,
LESSEE:
New Cingular Wireless PCS, LLC, a DelaNVre
limited liability company By: 44 J Sm
Name: Mis rww
Title: lArss c . 'D; ce .-+Q r
Date:
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Exhibit "A"
DESCRIPTION OF PROPERTY
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE,STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST ONE -QUARTER OF SECTION 16, TOWNSHIP 6 SOUTH, RANGE 7
EAST, SAN BERNARDINO MERIDIAN, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE
OFCALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST QUARTER OF SECTION 16 AS SHOWN ON A RECORD OF SURVEY,
FILED IN BOOK 70, PAGES 96 THROUGH 98 INCLUSIVE, OF RECORDS OF SURVEY, IN THE OFFICE OF
THE COUNTY RECORDER, OF SAID COUNTY, SAID POINT ALSO BEING THE CENTERLINE
INTERSECTION OF 54TH AVENUE AND MADISON STREET;
THENCE SOUTH 890 03' 03" WEST ALONG THE CENTERLINE OF 54TH AVENUE, A DISTANCE OF
460.00 FEET;
THENCE SOUTH 000 56' 57" EAST AT RIGHT ANGLES TO THE CENTERLINE OF 54Th AVENUE, A
DISTANCE OF 50.00 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF 54TH AVENUE,
SAID POINT BEING THE POINT OF BEGINNING;
THENCE NORTH 890 03' 03" EAST ALONG THE SOUTHERLY RIGHT OF WAY LINE OF 54TH AVENUE,
ADISTANCE OF 383.96 FEET;
THENCE SOUTH 460 43' 50" EAST A DISTANCE OF 32.08 FEET TO A POINT ON THE WESTERLY RIGHT
OFWAY LINE OF MADISON STREET, AND SAID POINT LOCATED 55.00 FEET FROM THE CENTERLINE
OFMADISON STREET;
THENCE SOUTH 020 30' 40" EAST ALONG THE WESTERLY RIGHT OF WAY LINE OF MADISON
STREET, ADISTANCE OF 272.10 FEET;
THENCE WEST A DISTANCE OF 12.00 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE
SOUTH EASTERLY AND HAVING A RADIUS OF 38.00, THROUGH A CENTRAL ANGLE OF 90° 00' 00",
AN ARC DISTANCE OF 59.69 FEET;
THENCE WEST A DISTANCE OF 80.92 FEET, TO A POINT ON A CURVE, CONCAVE SOUTHWESTERLY
AND HAVING A RADIUS OF 174.00 FEET, THROUGH A CENTRAL ANGLE OF 28° 29 56", AN
ARCDISTANCE OF 86.55 FEET;
THENCE NORTH 450 00' 00" WEST, A DISTANCE OF 264.41 FEET TO THE BEGINNING OF A TANGENT
CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 242.69 FEET, THROUGH A
CENTRALANGLE OF 16° 51' 26", AN ARC DISTANCE OF 71.40 FEET;
THENCE NORTH 000 56' 57" WEST, A DISTANCE OF 22.50 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL METALS, MINERALS AND ALL PETROLEUMS, NATURAL GAS AND
OTHER HYDROCARBON SUBSTANCES IN OR UNDER SUCH LAND AND EVERY PART THEREOF AS
RESERVED IN DEED RECORDED JANUARY 9, 1957 AS INSTRUMENT NO.2128 OF OFFICIAL
RECORDS.
APN: 775-100-004
2905/015610-0081
18443052.6 al1/20/24 EXHIBIT "A"
Exhibit "B"
DESCRIPTION AND DEPICTION OF PREMISES, ACCESS EASEMENT, AND UTILITY
EASEMENT
REFERENCE EXHIBIT "C" APPROVED PREMISES USE
2905/015610-0081
18443052.6 al1/20/24 EXHIBIT `B"
Exhibit "C"
APPROVED PREMISES USE
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