2018-23 Los Angeles SMSA Limited Partnership dba Verizon Wireless - Wireless MonopalmtaQal�trcv
CEM ofthr DESERT —
MEMORANDUM
TO: Frank J. Spevacek, City Manager
FROM: Angela Ferreira
DATE: -F fYlcc, l ?�SL�
RE: Land Lease and License Agreement - Verizon/Fritz Burns Park
Attached for your signature are Land Lease and License Agreement and Memorandum of
Land Lease Agreement
Requesting department shall check and attach the items below as a ra riate:
_N/A_ Contract payments will be charged to account number:
_X_ Amount of Agreement, Amendment, Change Order, etc.: $2,500 per month
_N/A_ A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
no reportable interests in LQ or reportable interests
_N/A_ A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant
does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
Approved by the City Council on February 20, 2018
_N/A City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures
of $50,000 or less.
_N/A_ Initial to certify that 3 written informal bids or proposals were received and considered in selection
The fatlowing required documents are attached to thea reement:
—X_ Insurance certificates as required by the agreement (approved by Risk Manager on L ? ,, ate)
j� 1�
_N/A_ Performance bonds as required by the agreement (originals) ! 5
_N/A_ City of La Quinta Business License number
_N/A_ A requisition for a Purchase Order has been prepared (amounts over $5,000)
A copy of this Cover Memo has been emailed to Finance (Sandra)
Revised May 2017
LAND LEASE AND LICENSE AGREEMENT
This Land Lease and License Agreement ("Agreement") is made as of the latter signature
date below (the "Effective Date"), between the City of La Quinta, a California charter city and
municipal corporation, with a mailing address of. 78-495 Calle Tampico, La Quinta, California
92253 hereinafter designated LESSOR, and Los Angeles SMSA Limited Partnership dba Verizon
Wireless, with its principal office located at One Verizon Way, Mail Stop 4AW100, Basking
Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE. The
LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or
individually as the "Party."
1. PREMISES. LESSOR is the owner of that certain parcel of property located at
78106 Francis Hack Lane, La Quinta, California, Assessor's Parcel Number 775-184-011,
informally known as the "Fritz Burns Park" (the entirety of LESSOR's property is referred to
hereinafter as the "Property"), as legally described in Exhibit "A", attached hereto and made a part
hereof. LESSOR hereby provides the following rights, subject to the description found in Section
6 of this Agreement,to LESSEE over the following portions of the Property (and as specifically
depicted in the attached Exhibit `B"):
(a) Land Space: a lease to access and use an irregularly-shaped parcel of ground
space containing approximately two hundred twenty-four (224) square feet (the "Land Space");
(b) Aerial Space: a non-exclusive license to access and use the airspace above
the Land Space and portions of the Property over which the antennas, related appurtenances, and
branches of LESSEE's antenna structure may extend (the "Aerial Space");
(c) Non -Exclusive Access Area: a non-exclusive license for ingress and egress,
seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle, including trucks,
over a twelve foot (12') wide path extending from the nearest public right-of-way, Francis Hack
Lane, to the Land Space, and for the installation and maintenance of utility wires, poles, cables,
conduits and pipes, over, under or along one or more rights of way from the Land Space
("Non -Exclusive Access Area"). Collectively, the Land Space, Aerial Space, and Non -Exclusive
Access Area are hereinafter refrerred to as the "Premises;" and
(d) Parking Space: a non-exclusive license to use a non-exclusive parking
space.
The Premises and the Parking Space are 'substantially as described and depicted on
Exhibit `B" attached hereto and made a part hereof. Notwithstanding any other part of this
Agreement, LESSEE's use of and access to the Land Space and Aerial Space, as well as the Non -
Exclusive Access Area and the Parking Space, shall be subject to, and limited by the City of La
Quinta Municipal Code, as well as LESSOR's reasonable regulations, as they may be updated
from time to time and of which LESSEE is given written notice.
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2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property
and the Premises, and said survey shall then become Exhibit "C", 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 `B". Cost for such work shall be borne by the LESSEE.
3. TERM. This Agreement shall be effective as of the final date of execution by both
Parties, provided, however, the initial term shall be for five (5) years and shall commence on the
Commencement Date (as hereinafter defined) at which time rental payments will be due at a
monthly rental of Two Thousand Five Hundred Dollars and No/100 ($2,500.00) to be paid on a
monthly basis on the first (1St) day of the month, in advance, to LESSOR or to such other person,
firm or place as LESSOR may, from time to time, designate in writing at least thirty (30) days in
advance of the due date for any rental payment. The Agreement shall commence on (i) the first
day of the month in which LESSEE commences installation of equipment at the Property, (ii) the
first day of the month in which LESSEE is granted a building permit by the governmental agency
charged with issuing such permits, or (iii) ninety (90) days from the date on which this Agreement
is executed by both Parties, whichever occurs first (the "Commencement Date"). LESSOR and
LESSEE acknowledge and agree that initial rental payment(s) shall not actually be sent by
LESSEE until thirty (30) days after the Commencement Date. LESSOR and LESSEE further
acknowledge and agree that every rental payment following the first rental payment shall be due
on the first day of the month during which LESSEE utilizes the Premises.
4. EXTENSIONS. This Agreement shall automatically be extended for four (4)
additional five (5) year terms, for a total of twenty-five (25) years, unless the LESSEE terminates
the Agreement at the end of the then -current term by giving the LESSOR written notice of the
intent to terminate at least ninety (90) days prior to the end of the then -current term.
5. FLAT PERCENTAGE RENTAL INCREASE. Commencing on the first (1St)
annual anniversary of the Commencement Date and on each annual anniversary thereafter
(including all extension terms), the annual rent shall increase by an amount equal to three percent
(3%) of the rent paid during the immediately preceding year.
USE; GOVERNMIENTAL APPROVALS,
(a) LESSEE shall use the Premises for the purpose of constructing,
maintaining, repairing and operating a monopole or similar antenna structure and wireless
communications facilities and associated uses and appurtenances necessary for the operation of
said wireless communications facilities (the "Facilities"). All improvements, equipment, antennas,
and conduits required by LESSEE for the operation of its Facilities shall be at LESSEE's expense
and their installation shall be at the discretion and option of LESSEE. A screening fence consisting
of wrought iron construction or similar but comparable construction may be placed around the
perimeter of the Premises with approval from LESSOR.
Further, so long as it complies with all applicable local, state, and federal
laws, including the City of La Quinta's Noise Ordinance, LESSEE shall have the right, at its sole
option, to install and use for emergency purposes only at the Premises, a stand-by power generator,
of the type and kind determined solely by LESSEE, in connection with LESSEE's communications
facilities. LESSEE shall utilize a stand-by power generator which is rated for low decibel emission
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levels relative to its service classification. All improvements shall be at LESSEE's expense and
the installation of all improvements shall be at the discretion and option of the LESSEE. LESSEE
shall be able to replace, repair, add or otherwise modify its Facilities or any portion thereof,
whether the equipment is specified or not on any exhibit attached hereto, during the term of this
Agreement,. subject to the terms of this Agreement. Notwithstanding the above, before
commencing any subsequent alterations to the Premises or its Facilities, LESSEE shall submit
plans and specifications to LESSOR for LESSOR's written approval, which approval shall be
granted in the LESSOR's sole and absolute discretion (a "Modification Request"). In the event
LESSOR does not either (i) object to the plans in writing or (ii) furnish LESSEE with written
approval, within thirty (30) calendar days of the date of submission of the plans, LESSOR will be
deemed to have denied the Modification Request. However, should LESSEE submit the same
Modification Request two (2) additional times, subject to three of the same 30 -day response
periods (totaling 90 days), and LESSOR does not act on the third Modification Request, LESSOR
shall be deemed as having approved of the Modification Request. In order for the third request to
be effective, LESSEE must also include a conspicuous notice stating the following: "FAILURE
TO ACT WILL LEAD TO A WIRELESS MODIFICATION BEING DEEMED APPROVED."
Notwithstanding anything contained herein to the contrary, LESSOR approval shall not be
required for repairing, or replacing existing equipment. In the event the LESSEE decides to repair,
or replace existing equipment, the repair/replacement shall result in no change to the structure of
the LESSEE's Facilities. All work to be done by LESSEE shall be performed in accordance with
the approved plans unless a modification thereto is otherwise approved in writing by LESSOR,
which approval shall not be unreasonably withheld, conditioned or delayed. LESSEE will
maintain the Premises in a good condition, reasonable wear and tear excepted.
(b) 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 soil boring tests satisfactory to LESSEE, which
will permit LESSEE use of the Premises as set forth above. LESSOR shall cooperate, at no cost to
LESSOR, with LESSEE in its effort to obtain such approvals and shall take no action with respect
to the Premises which would adversely affect the status of the Premises with respect to the
proposed use by LESSEE. In the event that any of such applications for such Governmental
Approvals should be finally rejected or any Governmental Approval issued to LESSEE is
canceled, expires, lapses, or is otherwise withdrawn or terminated by a governmental authority;
LESSEE determines that such Governmental Approvals may not be obtained in a timely manner;
any soil boring tests are found by LESSEE to be unsatisfactory so that LESSEE in its sole and
reasonable discretion will be unable to use the Premises for its intended purposes; LESSEE
determines that the Premises is no longer technically compatible for its intended use; or LESSEE,
in its sole discretion, determines that the use of the Premises is obsolete or unnecessary, LESSEE
shall have the right to terminate this Agreement. Notice of 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 LESSEE, or upon such later date as designated by
LESSEE. All rentals paid to said termination date shall be retained by LESSOR. Upon such
termination, this Agreement shall be of no further force or effect, except as otherwise provided
herein, and except to the extent of the representations, warranties, and indemnities made by each
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Party to the other hereunder. Otherwise, the LESSEE shall have no further obligations for the
payment of rent to LESSOR.
(c) LESSOR and LESSEE acknowledge and agree that the Property is subject
to that certain Grant Deed dated December 27, 1988 and recorded January 31, 1989 ("Deed"),
which contains certain use restrictions on the Property. Pursuant to the Deed, the Fritz B. Burns
Foundation ("Grantor") granted the Property to LESSOR with a provision ("Deed Restriction")
stating that the Property shall not be used "for any purpose except as a public community park and
recreational and community uses related to park uses." Notwithstanding that, Grantor has
indicated to LESSEE's representative that it does not object to LESSEE's proposed use of the
Property, in the event a court having competent jurisdiction makes a determination which is final
and non -appealable or which is affirmed and becomes final after the exhaustion of all available
appeals, that LESSEE's use of the Property as provided herein must be removed due to a violation
of the Restriction, LESSEE shall remove its facility as provided in Paragraph 14 below.
7. UTILITIES. LESSEE shall pay for the utilities it consumes in its operations at the
Premises at the rate charged by the servicing utility company. LESSEE shall have the right to
obtain separate utility service from any utility company that will provide service to the Premises.
LESSEE shall design its utility runs to be underground. If above ground utility runs are required
by a servicing utility company, LESSEE must request and obtain approval of the design of the
above ground utility from LESSOR, which consent shall not be unreasonably withheld,
conditioned or delayed, provided that LESSEE installs all such utilities in compliance with
applicable laws and any requirements of LESSOR in its jurisdictional capacity. 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 reasonably acceptable to LESSOR
and the servicing utility company. Prior to commencing construction of LESSEE's facilities,
LESSOR and LESSEE shall meet to discuss the locations of the existing underground utilities and
irrigation in order to minimize any accidental contact therewith. In the event LESSEE, or any
entity providing utility services to the Property pursuant to this Section, damages said utilities
and/or irrigation, or any other portion of or appurtenance to the Property, LESSEE shall cause such
damages to be repaired at LESSEE's sole cost and expense, and to LESSOR's reasonable
satisfaction.
8. HOLDOVER. LESSEE has no right to retain possession of the Premises or any
part thereof beyond the expiration of that removal period set forth in Paragraph 13 herein, unless
the Parties are negotiating a new lease or lease extension in good faith. In the event that the Parties
are not in process of negotiating a new lease or lease extension in good faith, and LESSEE holds
over in violation of Paragraph 13 and this Paragraph 8, then the rent then in effect payable from
and after the time of the expiration or earlier removal period set forth in Paragraph 13 shall be
equal to 150% of the rent applicable during the month immediately preceding such expiration or
earlier termination.
9. INSURANCE. The Parties hereby waive and release any and all rights of action
for negligence against the other which may hereafter arise on account of damage to the Premises
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or to the Property, resulting 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. All such policies of insurance obtained by
either Party concerning the Premises or the Property shall waive the insurer's right of subrogation
against the other Party.
(a) LESSEE will maintain at its own cost;
i. Commercial General Liability insurance with limits not less than
One Million Dollars and No/100 ($1,000,000.00) for injury to or death of
one or more persons in any one occurrence and Five Hundred Thousand
Dollars and No/100 ($500,000.00) for damage or destruction to property in
any one occurrence;
ii. Commercial Auto Liability insurance on all owned, non -owned and
hired automobiles with a minimum combined limit of not less than One
Million Dollars and No/ 100 ($1,000,000.00) per occurrence
ill. Workers Compensation insurance providing the statutory benefits
and not less than One Million Dollars and No/100 ($1,000,000.00) of
Employers Liability coverage.
LESSEE will include the LESSOR as an additional insured on the Commercial
General Liability and Auto Liability policies.
(b) LESSOR will maintain at its own cost commercial general liability
insurance with limits not less than One Million Dollars and No/100 ($1,000,000.00) for injury to
or death of one or more persons in any one occurrence and Five Hundred Thousand Dollars and
No/100 ($500,000.00) for damage or destruction to property in anyone occurrence. LESSOR will
include the LESSEE as an additional insured.
10. LIABILITY AND INDEMNITY. 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") to the extent arising from LESSEE's breach of any term or condition of
this Agreement or from the negligence or willful misconduct of LESSEE and/or LESSEE's agents,
employees or contractors in or about the Property, except to the extent caused by the gross
negligence or willful misconduct of LESSOR and LESSOR's agents, employees and contractors.
The duties described in this Paragraph 10 shall apply as of the Effective Date of this Agreement
and survive the termination of this Agreement. 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.
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Notwithstanding the foregoing, in light of the Deed Restriction discussed in Section
6(c) of this Agreement, LESSOR and LESSEE acknowledge that LESSOR shall have no
responsibility or obligation to either defend or otherwise support LESSEE's use of the property.
Conversely, LESSEE aknowledges and agrees to defend and hold harmless from and against all
claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' and
reasonable consultants' fees, costs and expenses) to the extent arising from any conflict or
disagreement regarding the Deed Restriction. By way of example, if an individual brings a lawsuit
to enjoin such a use of the Property, LESSEE agrees that it will both defend and reimburse City
for any costs related to such a cause of action.
11. INTERFERENCE. LESSEE shall install and operate its Facilities in compliance
with all applicable Federal Communications Commission ("FCC") requirements and in a manner
that will not cause harmful interference to LESSOR or other lessees or licensees of the Property,
provided that any such installations predate that of LESSEE's facilities and operate in compliance
with applicable laws. In the event LESSEE's Facilities causes such interference, and after
LESSOR has notified LESSEE of such interference pursuant to this Agreement, LESSEE will take
all commercially reasonable steps necessary to correct and eliminate the interference within thirty
(30) days of said notice; provided, however, LESSEE shall have such extended period as may be
required beyond the thirty (30) days if the nature of the cure for such interference is such that it
reasonably requires more than thirty (30) days and LESSEE commences the cure within the thirty
(30) day period and thereafter continuously and diligently pursues the cure to completion.
LESSOR acknowledges that interference may come from different sources, and LESSEE shall
only be responsible to correct interference to the extent caused by LESSEE's Facilities. In the
event LESSEE fails to so correct such interference after said notice and time period as described
in this Paragraph 11, LESSEE shall be in default of this Agreement. Subsequent to the installation
of LESSEE's facilities, LESSOR will not, and LESSOR will not permit its lessees or licensees to,
install new equipment on or make any alterations to the Property contiguous thereto owned or
controlled by LESSOR, if such modifications will cause harmful interference with LESSEE's
operation of LESSEE's facilities. In the event harmful interference occurs, LESSOR agrees to use
best efforts to eliminate such harmful interference in a reasonable time period. LESSOR's failure
to comply with this Paragraph shall be a material breach of this Agreement.
12. TERMINATION.
(a) This Agreement may be terminated without further liability on thirty (30)
days prior written notice as follows: (i) by either Party upon a default of any covenant or term
hereof by the other Party, which default is not cured within a sixty (60) day "grace period"
following receipt of written notice of default, except that this Agreement shall not be terminated
if the default cannot reasonably be cured within such sixty (60) day grace period and the defaulting
Party has commenced to cure the default within such sixty (60) day grace period and diligently
pursues the cure to completion; provided that the grace period for any monetary default is ten (10)
days from receipt of written notice; (ii) by LESSOR, in the event that LESSOR determines that it
is necessary to protect persons on the Property or in the immediate community, or both, from
conditions dangerous to their health or safety caused by LESSEE's use of the Property, as
determined by proper City of La Quinta procedure as it may be amended from time to time; (iii)
for purposes of condemnation as further described in Paragraph 29 herein and (iv) for purposes
outlined in Paragraph 6 herein.
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(b) On or before the Commencement Date, LESSEE shall furnish or cause to
be furnished to LESSOR a good and sufficient bond, in the form and from an entity approved by
the LESSOR's attorney (the "City Attorney"), entitled "Performance Bond", in the amount of Fifty
Thousand and 00/100 Dollars ($50,000.00), or such other comparable security instrument as
reasonably approved by the City Attorney, securing the faithful performance by LESSEE of all
the terms and conditions of this Agreement.
13. REMOVAL UPON EXPIRATION OR TERMINATION. LESSEE, upon
expiration or termination of this Agreement, shall, within ninety (90) days, remove its Facilities,
including its building and antenna structure (including footings to a depth of three (3) feet below
the surface), equipment, conduits, fixtures and all personal property, from the Premises, and
otherwise restore the Premises to its original condition, reasonable wear and tear and casualty
damage 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 as as may be adjusted per Paragraph 5 of this Agreement, until such time as
the removal of the building, antenna structure, conduits, fixtures and all personal property are
completed, for a maximum ninety (90) days following expiration or 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 rents or early termination fees otherwise required by this
Agreement.
14. RIGHTS UPON SALE. 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, 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 covenants that LESSEE, on paying the rent and
performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises
for the purposes described hereinabove.
16. F'his section intentionally omitted.I
17. 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 affect 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.
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18. GOVERNING LAW AND CHOICE OF 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 Superior Courts of the State of California, County of
Riverside.
19. ASSIGNMENT. This Agreement may only 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, or to any entity which acquires all or substantially all of LESSEE's
assets in the market defined by the FCC 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 FCC in
which the Property is located. In the event that such sale, assignment or transfer occurs, the parry
that becomes a party to this Agreement shall be referred to as an "Assignee" for the purpose so
this Agreement. Should this Agreement be sold, assigned or transferred, the assignment shall
require that the Assignee assume all of LESSEE's obligations as laid out herein, and shall not alter
the impact or scope of the subject Facilities, or any other aspect of this Agreement, except as
permitted hereunder. LESSEE shall deliver written notice to LESSOR of any such assignment
within a reasonable time, consisting of not less than ten (10) business days prior to such
assignment. As to other potential purchasers, assignees, or transferees, this Agreement may not
be sold, assigned or transferred without the written consent of the LESSOR, which consent will
not be unreasonably withheld, conditioned, or delayed. No change of stock ownership, partnership
interest or control of LESSEE, or transfer upon partnership or corporate dissolution of LESSEE
shall constitute an assignment hereunder.
20. SUBLEASE. LESSEE may sublet any portion of the Premises, including portions
of the Facilities, only upon written consent of LESSOR and after the sublessee has secured the
appropriate government approvals. Any sublease that is entered into by LESSEE, and any other
entity (the "SUBLESSEE") shall be subject to the provisions of this Agreement and shall be
binding upon the successors, assigns, and heirs of the respective Parties hereto. Notwithstanding
the above, LESSEE may not sublease any ground, equipment, or antenna space within the
Premises without LESSOR's prior written consent. LESSOR's approval is required for any
sublease and may require negotiation of terms and compensation to LESSOR by LESSEE,
SUBLESSEE, or both for the right of entering into a sublease that impacts the
Premises. Notwithstanding anything to the contrary herein, LES SEE may sublet all or any portion
of the Premises (including ground space and space on LESSEE's antenna structure) in the event
of a public emergency and/or for safety systems purposes (i.e. police, ambulance, and/or fire),
that may be required or ordered by any governmental authority having jurisdiction over LESSEE
and/or the Property. LESSOR and LESSEE acknowledge and agree that if any SUBLESSEE
subleases space on LESSEE's antenna structure, such SUBLESSEE shall obtain all required
governmental permits and approvals, including the approvals contemplated in this Agreement.
21. 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,
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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
Phone: (760) 777-7000
LESSEE: Los Angeles SMSA Limited Partnership
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Site: Chihuahua
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained
pursuant to the foregoing.
22. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal
representatives, successors and assigns of the Parties hereto.
23. SUBORDINATION AND NON -DISTURBANCE. At LESSOR's option, this
Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust,
or other security interest (a "Mortgage") by LESSOR which from time to time may encumber all
or part of the Property or right-of-way; provided, however, any such Mortgage 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 beyond any applicable cure period 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, the LESSOR immediately after this Agreement is
executed, will obtain and furnish to LESSEE, a non -disturbance agreement for each such Mortgage
in recordable form reasonably satisfactory to LESSEE. In the event the LESSOR defaults in the
payment and/or other performance of any Mortgage 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 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.
24. TAXES. LESSEE shall have the responsibility to pay any personal property, real
estate taxes, assessments, or charges owed on the Property which LESSOR demonstrates is the
result of LESSEE's use of the Premises and/or the installation, maintenance, and operation of the
LESSEE's improvements, and any sales tax imposed on the rent (except to the extent that LESSEE
is or may become exempt from the payment of sales tax in the jurisdiction in which the Property
is located), including any increase in real estate taxes at the Property which LESSOR demonstrates
arises from the LESSEE's improvements and/or LESSEE's use of the Premises. LESSOR and
LESSEE shall each be responsible for the payment of any taxes, levies, assessments and other
2545/015610-0081
11296581.4 a12/05/17
Lessee Site Name: Chihuahua
Page 9 of 16
charges imposed including franchise and similar taxes imposed upon the business conducted by
LESSOR or LESSEE at the Property. Notwithstanding the foregoing, LESSEE shall not have the
obligation to pay any tax, assessment, or charge that LESSEE is disputing in good faith in
appropriate proceedings prior to a final determination that such tax is properly assessed provided
that no lien attaches to the Property. Nothing in this Paragraph shall be construed as making
LESSEE liable for any portion of LESSOR's income taxes in connection with any Property or
otherwise. Except as set forth in this Paragraph, LESSOR shall have the responsibility to pay any
personal property, real estate taxes, assessments, or charges owed on the Property and shall do so
prior to the imposition of any lien on the Property. LESSOR shall provide to LESSEE a copy of
any notice, assessment, or billing relating to any personal property, real estate taxes, assessments,
or charges 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 notice, assessment, or billing relating to any personal property, real estate taxes, assessments,
or charges 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 notice, assessment, or billing relating to any personal property, real estate
taxes, assessments, or charges for which LESSEE is wholly or partly responsible for payment
under this Agreement. LESSOR shall reasonably cooperate with LESSEE in filing, prosecuting,
and perfecting any appeal or challenge to any notice, assessment, or billing relating to any personal
property, real estate taxes, assessments, or charges as set forth in the preceding sentence, including
but not limited to, executing any consent to appeal or other similar document.
25. RECORDING. LESSOR agrees to execute a Memorandum of 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.
26. DEFAULT. In the event there is a default by either Party with respect to any of the
provisions of this Agreement or its obligations under it, including the payment of rent, the non -
defaulting Party shall give the defaulting Party written notice of such default. After receipt of such
written notice, the defaulting Party shall have ten (10) days in which to cure any monetary default
and sixty (60) days in which to cure any non -monetary default, provided the defaulting Party shall
have such extended period as may be required beyond the sixty (60) days if the nature of the cure
is such that it reasonably requires more than sixty (60) days and the defaulting Party commences
the cure within the sixty (60) day period and thereafter continuously and diligently pursues the
cure to completion. The non -defaulting Party 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.
Upon a default and after the expiration of the applicable cure period, the non -
defaulting Party may at its option (but without obligation to do so), perform the defaulting Party's
duty or obligation on the defaulting Party's behalf, including but not limited to the obtaining of
reasonably required insurance policies. The costs and expenses of any such performance by the
2545/015610-0081
11296581.4 a12/05/17
Lessee Site Name: Chihuahua
Page 10 of 16
non -defaulting Party shall be due and payable by the defaulting Party upon invoice therefor. In
the event of a default by either Party with respect to a material provision of this Agreement, without
limiting the non -defaulting Party in the exercise of any right or remedy which the non -defaulting
Party may have by reason of such default, the non -defaulting Party may terminate the Agreement
and/or pursue any remedy now or hereafter available to the non -defaulting Party.
27. ENVIRONMENTAL. 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 Hazardous Material (as defined below) 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. LESSEE agrees to defend and indemnify
the LESSOR and its 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. "Hazardous Material" shall mean 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). LESSEE shall not be
responsible for any Hazardous Materials that existed on or about the Property as of the effective
date of this Agreement.
28. 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, the rent shall abate during the period
of repair following such fire or other casualty in proption to the degree to which LESSEE's use of
the Premises is impaired.
29. CONDEMNATION. In the event of any condemnation of all or any portion of the
Property, LESSEE may terminate this Agreement upon fifteen (15) days written notice to LESSOR
if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises
for more than forty-five (45) days. LESSEE may on its own behalf make a claim in any
condemnation proceeding involving the Premises for losses related to its antennas, equipment,
conduits, fixtures, its relocation costs 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. If LESSEE does
not terminate this Agreement in accordance with the foregoing, this Agreement shall remain in full
force and effect as to the portion of the Premises remaining, except that the rent shall be reduced
2545/015610-0081
11296581.4 a12/05/17
Lessee Site Name: Chihuahua
Page 11 of 16
in the same proportion as the rentable area of the Premises taken bears to the total rentable area of
the Premises.
30. SUBMISSION OF AGREEMENT. The submission of this Agreement for
examination does not constitute an offer to lease the Premises and this Agreement becomes
effective only upon the full execution of this Agreement by the Parties. If any provision herein is
invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining
provisions of this Agreement. Each of the Parties hereto warrants to the other that the person or
persons executing this Agreement on behalf of such Party has the full right, power and authority
to enter into and execute this Agreement on such Parry'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.
31. LANDSCAPING. LESSOR and LESSEE acknowledge and agree that LESSEE
shall be permitted to install around the perimeter of the Premises such landscaping
("Landscaping") as may be required by the Governmental Approvals. LESSOR and LESSEE agree
that LESSEE shall be responsible for installing the Landscaping and connections to the existing
irrigation system at the Property as required by the Governmental Approvals. Prior to installing
the Landscaping, LESSEE shall submit to LESSOR plans for same for LESSOR's approval, which
approval shall not be unreasonably withheld, conditioned or delayed. In the event the LESSOR
does not either (i) object to the plans in writing or (ii) furnish the LESSEE with written approval,
within thirty (30) days of the date of submission of the plans, LESSOR will be deemed to have
approved them. All work to be done by LESSEE shall be performed in accordance with the
approved plans unless otherwise approved in writing by the LESSOR, which approval shall not be
unreasonably withheld, conditioned or delayed. LESSOR agrees to allow LESSEE to connect such
irrigation system to LESSOR's existing water supply as necessary to maintain the
Landscaping. Once installed, the Landscaping and irrigation shall thereafter be owned, irrigated
and maintained (including the replacement thereof as may be required by the Governmental
Approvals) by LESSOR at no additional cost to LESSEE, and the Landscaping will become part
of the Property. Notwithstanding the foregoing, if LESSOR fails to water or maintain the
Landscaping or fails to replace any Landscaping as may be required by the Governmental
Approvals within ten (10) days after notice from LESSEE, LESSEE may, but shall not be obligated
to, perform such maintenance or make such replacements, and'the cost thereof shall be payable to
LESSEE by LESSOR on demand.
32. 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.
33. CAPTIONS. The captions contained in this Agreement are inserted for
convenience only and are not intended to be part of the Agreement. They shall not affect or be
utilized in the construction or interpretation of the Agreement.
2545/015610-0081
11296581.4 a12/05/17
Lessee Site Name: Chihuahua
Page 12 of 16
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their
respective seals the day and year first above written.
APPROVED AS TO FORM:
SIGNED IN COUNTERPART
William H. Ihrke, City Attorney
ATTEST TO CITY MANAGER'S SIGNATURE:
S;J.AA AA
Susan Maysels, City Clerk
2545/015610-0081
11296581.4 a12/05/17
Lessee Site Name: Chihuahua
LESSOR:
City of La Quinta,
a municipal corporation and -1,arter city
By:
Name: Frank J. Spevacek
Title: City Manager
Date: _ j Ab = Z 9—
LESSEE:
Los Angeles SMSA Limited Partnership,
dba Verizon Wireless
By: AirTouch Cellular Inc., its General Partner
By:
Na e: G h
Title: s Af+ Ael cl $h�
Date: -
Page 13 of 16
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their
respective seals the day and year first above written.
APPROVED AS TO FORM:
William H. Ihrke, City Attorney
ATTEST TO CITY MANAGER'SSIGNATURE:
Susan Maysels, City Clerk
2545/015610-0081
11296581.4 a12/05/17
Lessee Site Name: Chihuahua
LESSOR:
City of La Quinta,
a municipal corporation and charter city
By:
Name:
Title:
Date:
LESSEE:
Los Angeles SMSA Limited Partnership,
dba Verizon Wireless
By: AirTouch Cellular Inc., its General Partner
By:
e: I l� l d FY' C1"tiG h
Title: ^� G 1Y'' N�WK �ck vh9
Date: "1 1611
Page 13 of 16
Exhibit "A"
(Legal Description of the Property)
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LA QUINTA,
IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS
FOLLOWS:
PARCEL 2 OF PARCEL MAP NO. 36329, IN THE CITY OF LA QUINTA, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 233, PAGES 99
THROUGH 102, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
APN: 770-184-011-7
2545/015610-0081
11296581.4 a12/05/17
Lessee Site Name: Chihuahua
Page 14 of 16
2545/015610-0081
11296581.4 a12/05/17
Lessee Site Name: Chihuahua
Exhibit "B"
(Rendering of the Premises and the Facilities)
Page 15 of 16
"ENIDA BERMUDAS
Aj
R I n F7
2545/015610-0081
11296581.4 a12/05/17
Lessee Site Name: Chihuahua
Exhibit "C"
(Survey)
MAY BE ATTACHED AT A LATER DATE
Page 16 of 16
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