HomeMy WebLinkAboutOrdinance 2201 N.C.S. 03/21/2005EFFECTIVE DATE
ORDINANCE NO. 2201 N.C.S.
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Seconded by
Mike O'Brien
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA
APPROVING A LEASE AGREEMENT OF REAL PROPERTY
LOCATED WITHIN THE CITY OF PETALUMA
METRO PCS
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS:
Section 1: Certain real property located in the City of Petaluma, County of Sonoma, State of
California, is hereby authorized to be leased under the terms and conditions set forth in the
Communications Site Lease Agreement by and between the City of Petaluma and MetroPCS
California/Florida, Inc., a Delaware corporation, d/b/a Metro PCS, which Communications Site
Lease Agreement is attached hereto as Exhibit A and incorporated herein by reference. The City
Manager is authorized to sign said Communications Site Lease Agreement, which is for use as a
Metro PCS Antenna and Transmitter location.
Section 2: The City Clerk be, and she hereby is directed to post/publish this ordinance for
the period and in the manner required by the City Charter.
INTRODUCED and ordered posted this 7t" day of March 2005.
ADOPTED this 215' day of March 2005 by the following vote:
AYES: Canevaro, Vice Mayor Harris, Healy, Nau, O'Brien
NOES: Mayor Glass, Torliatt
ABSENT: None
avid Glass, M or
ATTEST: APPROVED A~ i~6 M:
~~lr
Claire Cooper, Interim City Jerk Rich )d R. Rud ansky, ~~j Attor ey
Ordinance No. 2201 N.C.S. Page 1
OF ORDINANCE
April 21, 2005
COIVLIVIUNICATIQNS'SLTE LEASE AGREEMENT
THIS COMMUNICATIONS SITE, LEASE AGR.EiE1VIENT, ("Lease Agreement") dated as of
is made liy' and ki`etween Metrol?GS' California/Florida, Inc., a Delaware
corporation, d/b%a MetroPCS .("Lessee") and The City of Petaluma,. a(an) Municipal Corporation
"Lessor").
RECITALS
This Lease QgreemenY is entered into based upom the .following facts, circumstances and
understandings:
A. Lessor owns certain .real property legally described in Exhibit "A".attached hereto
and conunonly ,known as Petaluma Water Dist, 2665 Adobe: Road; Assessor's Parcel Number 136-060-030
("Lessor's Real Property").. Lessee desires to lease a portion of Lessor's .Real Property with any
necessary easements over other portions of Lessor's Real Property and/or shared .use of Lessor's
easements over other real property necessary for Lessee's access and utilities to the leased area (altogether
the "Premises",), as described on Exhbit'`B''.attached hereto. Lessor represents and warrants that it has
full rights of ingress to ,and egress from the: Premises from a public roadway.
B. Lessee is a communications carrier that desires to construct. and operate a wireless
communications site at the Premises as.:part of its communications network.
C. Lessor is willing to lease the Premises to Lessee for,Lessee's proposed use subject to
the terms and conditions of this Lease Agreement:
WHEREFORE, the parties thereto agree as follows:
1. Grant of Lease. Lessor hereby .leases to Lessee the Premises for Lessee's proposed use,
subject to the following terms and conditions.
2. Permitted Uses. The Premises may lie used by Lessee for the operation of a wireless
commurfications site. Under this 'Lease .Agreement, Lessee may install,, place,. use and •operate .on the
Premises such antennas, radio transmitting apd receiving .equipment, conduits, wires, batteries, back-up
generators,-, utility' .lines and facilities; .supporting. structures,_storage facilities; and related equipment
(collectively "Lessee's Facilities")` as Lessee. deems necessary for the operation of its wireless
communications site at the Premi es. Further, Lessee .may perform construction, maintenance, repairs,
additions. to, and replacement of Lessee's. Facilities as- ecessary. .and appropriate for .its ongoing business
and has the right o, do all work necessary to prepare, modify and maintain the-Premises to accommodate
Lessee's Facilities and as required for Lessee's communications operations at the Premises.
3. Conditions;Preced'ent: Prior Approvals. This Lease. Agreement is conditioned upon
Lessee obtaining all governmental: licenses; permits and approvals enabling :Lessee to construct and
operate wireless communications facilities on the Premises. Lessor agrees to .cooperate with Lessee's
reasonable requests for Lessor's signatures as.real property owner on permit' applications, for allowing
site inspections by governmental agencies required in connection with reviewing permit applications, and
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.for assistance ~i~: obtaining-;such necessary approvals, provided that such cooperation and assistance shall
beat no, expense~to Lessor.. -
~4': Term. The term of this Lease.Agreement ("Term") shall be five (5) years commencing
wtHahe'issuance. of alocal governmental building permit allowing Lessee to construct Lessee's Facilities
on' the Premises or twelve. (12) months from the date of full. execution of this Lease Agreement,
whichever occurs first ~("Commencement: Date"): Lessee shall promptly ;deliver written notice to Lessor
of; the Commencement Date. Lessee shall have the right to extend the Term of this Lease Agreement :for
two;'(Z) additignal teens' ('each a "Renewal Tenn") of~five (5)~ years each. The terms and conditions for
each Renewal Term shall be the same terms and conditions.as in ';this Lease Agreement, except that the
Rent shall be increased' as set forth. hereiribelow. This Lease Agreement shall automatically be extended
for each successive .five; (5) year Renewal Term unless Lessee no"titles Lessor in writing of Lessee's
~.
intention not to extend 'this..Lease.Agreement at least thirty (30) days prior to the expiration of the first
year Tenn or any Renewal Term. This .Lease Agreement shall not exceed fifteen (15) years.
5. Rent. Within ffteen (15) days of the Commencement Date, Lessee shall pay Lessor, as
rent, the sum of One ThousandSix.Hundred ($1600:00) ("Rent"):per month. Rent shall be payable on the
first day of each month; in advance;:to Lessor or Lessor's alternate payee'specified. in Section 22, Notices
and Deliveries. If the.:Commencement: Date of this Lease Agreement is other than the first day of a
calendar month, Lessee may pay, on the .first day of the Term the prorated. Rent for the remainder of the
calendar month in which the Term commences, .and thereafterLessee shall pay a full month's Rent on the
first day of each calendar month,. excepi that,payriient shall be prorated for the final fractional month of
this Lease Agreement, or if this Lease' Agreement is terminated before the expiration of any month for
which Rent should have been paid. On the first day of the month following the first anniversary of the
Commencement Date and on each annual; anniversary thereafter, Lessee shall pay the then current Rent
increased by any percentage increase which occurred in the consumer price index published by the. United
States Department of Labor, Bureau of Labor Statistics, {1.982-84 = 100) [the "CIP"] for "All Items -All
Urban Consumers", U.S. City Average during the precedirig. one (1') year period. Such increase shall be
at beast three percent(3%) and:-shall not exceed ,five percent (5%) of`the .Rent in. effect for the previous
year. The base month :for increases under this Paragraph 5 shall be two (2) months prior to the
commencement of each annual anniversary of the Conimencemerit Date: If they CPI is discontinued or
revised ;such other government index or .computation with which it- is replaced. shall be used in order to
obtain substantially the same result as'r'f"the CPI had notbeen discontinued or revised.
6. Due Diligence; Continency and .Pre-Goinmenc~
Lessee shall have the right (but not t11e~^.obligation)<at any time following the full execution of this Lease
,Agreement and prior to the Commencement .Date; to enter the Premises 'for the purpose of making
necessary.inspections, faking measuremenfs, and .conducting engineering, surveys (and soil tests where
applicable)., and o.'_t_her,reasonably necessary tests ao determine the suitability of the Premises for Lessee's
Facilities ("D'ue Diligence"); and :for the purpose of ,preparing. the Premises -for the installation or
construction of Lessee"s :Facilities. During. any Due.Diligence activities or pre-construction. work,. Lessee
shall have insurance which; covers. such activities as set forth 'in Section 16~, Insurance: Lessee will notify
Lessor of .any proposed tests; measurements or pre-construction work and will coordinate. the scheduling
of such activities` with Lessor. If in the course of its Due Diligence Lessee determines that the Premises
are; unsuitable for., Lessee's contemplated use,. then Lessee shall have the .right fo terminate. this Lease
Agreement;prior to the Conunencemenf Date by delivery of written notice thereof to Lessor as set forth in
Section l3, Termination.:
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7. OnQoin~ Access ao Premises. Throughout the Term and any Renewal Term of this
Lease ,Agreement, Lessee shall .have the righf of access to the Premises for its employees and agents
twenty-four::(24) hours a day,.seven (7) days per week, at no additional charge to.Lessee. In, exercising its
right of°!access to the Premises herein, Lessee agrees. to cooperate with"-.any .reasonable security procedures
utilized. by Lessor at Lessor's .Real ,Property and further agrees: not to unduly disturb or interfere with the
business or other activities of Lessor or of other tenants or occupants of Lessor's Real Property. Lessor
shall retain all existing access roadways or driveways extending from -the nearest public roadway to the
Premises .in a manner sufficient to allow ,f6r Lessee's. access ~to the `Premises. Any damage caused by
Lessee's use of such roadways or driveways shall promptly repair the same at its sole expense.
$. Lessee's -Work, Maintenance and Repairs. All of Lessee's construction and
installation work at-the Premises sfiall be performed at Lessee's •sole cost and expense and in a good and
workmanlike manner. Lessee shall submit copies of the site plan :and specifications to the Lessor for prior
approval, which approval will not be unreasonably withheld, conditioned or delayed. Lessor shall not be
entitled to receive any additional` consideration in. exchange for giving its approval of Lessee's plans
beyond normal permit ,fees. Lessee shall maintain Lessee's Facilities and the Premises in neat and safe
condition in compliance with all. applicable codes and governmental regulations. Lessee shall not be
required to make any repairs to the Premises except for damages to the Premises caused by Lessee, its
employees, agents, contractors or subcontractors. Upon the,~expiration, cancellation or termination of this
Lease Agreement, Lessee shall surrender the Premises in -good condition, .less ordinary wear and tear;
however, Lessee may be required to :remove .any foundation supports .for Lessee's Facilities or conduits
which have been installed by Lessee ~at Lessee's expense at the City's sole option.
9. Title to Lessee's=Facilities. Title to Lessee's Facilities and any equipment placed on the
Premises by Lessee shall.. be~ held by Lessee: All of Lessee's Facilities. shall remain the property of Lessee
and are not fixtures.. Lessee has the.right to remove all Lessee's Facilities at its sole expense on or before
the expiration. or termination of.this Lease Agreement. Lessor acknowledges that Lessee may enter into
financing arrangements .including" promissory notes and financial and security agreements for the
financing of Lessee's. Facilities (the " Collateral") with a third party financing entity and may in the future
enter into additional financing arrangements with .other financing entities.. In connection therewith,
Lessor (i) consents to the installation of the .Collateral to the extent that the. Collateral is part of the
approved Lessee's Facilities; (ii) dsclaims.any interest in the Collateral, as fxtures or otherwise; and (iii)
agrees that the Collateral shall be exempt from execution, .foreclosure, sale, levy, attachment, or distress
for any Rent due or to become'due and thatsuch Collateral maybe removed at any time without recourse
to legal proceedings.
10. Utilities. Lessee shall have the right to install utilities, at Lessee's expense, and to
improve. the present utilities on or near the Premises (including, but not limited to the. installation of
energency~.back-up power): 'Subj'ect to Lessor's approval of the location, which approval shall not be
unreasonably withheld, -Lessee, shall lime ;the. right to. place utilities :on (or to bring utilities.. across)
Lessor's Real Property in order to service 'the Premises and Lessee's Facilities. Upon Lessee's request,
Lessor shall execute reeordable~ easement(s) evidencing this right. Lessee shall fully and promptly pay for
all utilities furnished to the Premises for the use, operation and maintenance of Lessee's Facilities. Upon
Lessee's feque§t; Lessorahall allow Lessee to install sub-metering equipment on existing Lessor utility
service(s). Lessee agrees to install, at Lessee's cost, the required equipment, .meters and connections and
will reimburse Lessor for .Lessee's use of utilities at a rate equal to Lessor's unit cost for the utilities.
Lessee shall pay the cost of utility .service provided to the. Premises and attributable to Lessee's' use
("Utility Charge"). Lessee shall pay the estimated cost of they Utility Charge monthly in advance. The
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parties estimate ,the Utility Charge at, the commencement of.construcfon to be Two hundred ($200.00) per
:month. -During the term of this agreement, at Lessor's',request (which ..request .shall not be more frequent
han: once every twelve .months); Lessee ,hall- calculate. the actual Utility Charge for the immediately
preceding twelve (12) months based; on ,the readings .from the privately installed sub-meter at Lessor's
.property. ,If the actual. Utility Charge varies from the estimated Utility Charges" paid, the parties shall
reconcile°past payments of utility charges and adjust future estimates -of the Utility Charge to .reflect
Lessee''s actual usage.
11. Interference :with .Communications. Lessee's Facilities and operations shall not
interfere with the cotntnunicatons configurations, frequencies or operating equipment which exist on
Lessor's ;Real Property on the effective date of this Lease Agreement- ("-Pre-existing Communications"),
and 'Lessee's 'Facilities and operations shall comply with. all. "non-interference rules of',the Federal
Communications Commission ("FCC."). Upon written notice .from Lessor of apparent interference by
Lessee with Pre'-existing Communications, Lessee shall have .the responsibility to promptly terminate
such interference or demonstrate to Lessor with competent information that the apparent interference in
fact is not caused by Lessee''s Facilities or operations. Lessor shall not; nor shall Lessor permit any other
tenant or .occupant of any portion of Lessor's' Real Property to, engage in any activities or operations
which interfere".with the conununications: operations of Lessee described, in Section 2, above. Such
interference with Lessee's communications operations shall be deemed a material breach by Lessor, and
Lessor shall have the responsibility to promptly terminate said interference. In the event any such
:interference does not cease. promptly; `the parties acknowledge that continuing interference will cause
irreparable injury to .Lessee; and therefore. Lessee shall have the .right to bung a court action to enjoin
such interference or to terminate this. Lease Agreement immediately upon notice to Lessor. Lessor agrees
toincorporate equivalent provisions. ".regarding non-interference with Pre-existing Communications into
any subsequent leases,, licenses or rental "agreements with other persons or entities for any portions of
Lessor's Real Property.
12. Taxes. Lessee shall pay personal property taxes assessed against Lessee's Facilities,
and Lessor shall pay when due all real' property taxes and all other, taxes, fees and assessments attributable
to the Premises and this Lease Agreement.
13. Termination. This Lease Agreement may be terminated by. Lessee effective
immediately without furtli'er .liability by delivery of written notice "thereof to Lessor prior to the
Commencement Date. for any-reason resulting from Lessee°s Due. Diligence, or if a title report obtained
by Lessee for Lessor's Real Property shows any defects of title or any liens. or encumbrances which may
adversely affect Lessee's use .of the Premises for Lessee's intended use, or for any other or no reason.
This Lease 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, condition, or term hereof liy the other party, which
default is not cured within sixty (60) days of receipt of written notice of default; (ii) by Lessee if it does
not.. obtain licenses, permits or other approvals necessary to ,the .construction or operation of Lessee's
Facilities or is unable to maintain such licenses, permits or approvals -despite"reasonable efforts to do so;
(iii) by Lessee if Lessee is unable: to occupy or utilize ahe Premises due to ruling or directive of the FCC
or :other .governmental or regulatory agency, including, but not limited. to, a take back of frequencies; or
(iv) by Lessee if Lessee determines that the Premises are:not appropriate for its operations for economic,
envi"ronmental or technological reasons,. including; without limitation, signal "strength or interference..
Other than as~.stated herein,.. Lessor shall not have the right to terminate, revoke or cancel this Lease
Agreement.
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14. Destruction of Premises. , If the Premises or Lessor's ,Property is' destroyed or damaged
so as in Lessee's judgment to hinder its effective use of Lessor's Property for the ongoing operation of a
wireless communications site, Lessee may eIect.to terminate this Lease Agreement as of the date of the
damage or destruction by so notifying Lessor no more than thirty (30) days following the date of damage
or destruction. In such event, all rights and obligations of the parties which do not survive the termination
of this Lease Agreement shall cease as of the date ofthe-damage or destruction.
15. Condemnation... If a condemning authority takes all of Lessor's Real Prop"erty, or a
portion which in" Lessee's ;reasonable opinion is sufficient to render the Premises unsuitable 'for Lessee's
ongoing operation of a wireless communications site, then this. Lease Agreement shall terminate as of the
date when possession is delivered to the condemning authority: In any condemnation proceeding each
party shall be entitled "to make a claim .against the condemning authority for just compensation
recoverable under applicable condemnation law. Sale of all or- part. of the Premises to a purchaser with
the power of eminent domain in the face of the exercise of its power of eminent domain shall be treated as
a taking by a condemning authority.
16. .Insurance. Lessee shall maintain the following insurance: (1) Commercial General
Liability with limits of One Million Dollars ($1,000;00.0.,00:) per occurrence, (2) Automobile Liability
with a combined single limit of One Million Dollars ($1,000,000.00) per accident, (3) Workers
.Compensation as required by Taw, and (4) Employer's Liability with limits of One Million Dollars
($"1.;000;000.00) per occurrence: Lessor, at Lessor's sole cost and expense, shall procure and maintain on
the Property, bodily injury and property damage insurance with a combined single limit of at least One
Million Dollars. ($1,000,000.00) per occurrence. Such insurance shall. insure, on an occurrence basis,
against liability .of Lessor, its employees and agents arising out of or in connection with Lessor's use,
occupancy and maintenance of the Property. Each party shall be named as an additional insured on the
other's~~policy. Each party shall provide. Ito the other a certificate of :insurance evidencing the coverage
required by this paragraph within thirty (30) days of the Commencement Date. .Each party waives any
rights' .of recovery against the other for injury or loss due to hazards "covered. by their property insurance,
and each party shall require such insurance policies to contain a waiver of recovery against the other.
17. Assignirrents or Transfers. Lessor may assign or transfer this Lease Agreement to any
person or entity without any requirement for prior approval by Lessee, provided that such assignee or
transferee agree"s in writing to fulfill the duties and obligations .of the. Lessor in said Lease Agreement;
including the obligation. to respect Lessee's rights to nondisturbance .and quiet enjoyment of the Premises
during the remainder of the Term and any Renewal Term hereof. Lessee may assign or transfer this Lease
Agreement. without prior approval b}' Lessor to any of its partners; subsidiaries, "affiliates, .or to a person
or entity acquiring by purchase, merger or operation of law a.majority of the value of the assets of Lessee.
Lessee shall not 'assign or transfer this Lease Agreement to any other person or entity without the prior
written approval of Lessor, which ,approval shall not be unreasonably withheld. Notwithstanding anything
to the contrary contained in this Agreement, Lessee"may assign, mortgage, pledge, hypothecate or otherwise
transfer without consent its interest in this Agreement to any -financing entity, or agent on behalf of any
financing entity to whom Lessee (i). has obligations for borrowed money or in respect of guaranties thereof,
(ii) has obligations evidenced by bonds, debentures, notes or sitnilar instruments; or (iii) has obligations
under"or with respect to letters. of credit, bankers acceptances and similar facilities or in respect of guaranties.
thereof.
18. Subleases. Lessee shall have the right to sublease or .otherwise allow any other
communications provider. to occupy space on any antenna structure or equipment enclosure installed by
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Lessee at the. Premises with Lessor's prior writteri consent In any such sublease, Lessee shall be entitled
to charge; the subtenant rent. or fees. in order to recover the expenses which Lessee advanced to develop
Lessee's Facilities at the Premises, to provide utilities to the Premises,~and to recover its costs incurred to
effect such subletting. The City, however, may charge additional rent for such sublease or use.
19. Nondisturbance and Quiet Enjoyment; Subordination; Estoppel Certificates.
(a) So. long as Lessee is not in default under this Lease Agreement, Lessee shall be
entitled to quiet enjoyment`. of the Premises during the term of this Lease Agreement or any Renewal
Term, and' Lessee shall not be disturbed in its .occupancy and use of the Premises.
(b) This Lease Agreement shall be subordinate to each and every deed of trust,
mortgage or other security instrument which may now or hereafter affect Lessor's .Real Property and to
any renewals, extensions; supplements, amendments; "modifications or replacements thereof.. In
confirmation of such subordination; Lessee shall execute .and deliver promptly any certificate of
subordination that. Lessor may request,, provided that such certificate acknowledges that this Lease
Agreement remains in full force and effect. and recognizes Lessee's right to nondisturbance and quiet
enjoyment of the Premises so long as Lessee is not in default under this ~ Lease ..Agreement. If any
mortgagee or lender succeeds to Lessor's interest in Lessor's Real Property through a foreclosure
proceeding or by a deed in lieu of foreclosure, Lessee shall attorn to and recognize such successor as
Lessor~under`this Lease Agreement.
(c) At any time upon not less than ten (:10) days' prior written notice by Lessor,
Lessee shall execute, acknowledge and deliver to Lessor or any other party specified by Lessor a
statement in writing certifying that this Lease Agreement is in `full force and effect and the status of any
continuing defaults under this.Lease Agreement.
20. Indemnifications.
(a) Lessee's Indemnity. Lessee hereby agrees to indemnify, defend, and hold
Lessor and Lessor's officers, directors, partners, shareholders, .employees, agents, contractors or
subcontractors harmless from and against, any and all losses, claims, liabilities, damages, costs and
expenses (including reasonable attorney's fees and costs) and injuries. (including personal injuries or
death) arisingfrom or in connection with Lessee's use, operation; maintenance or repair of Lessee's
Facilities at the Premises or access over Lessor's Real Properly or Lessee's shared use of Lessor's
easements for access to the Premises;. except those resulting from the gross negligence or willful
misconduct of Lessor or' Lessor'sofficers, directors, partners, shareholders, employees, agents,
contractors or subcontractors.
(b) ~ Lessor's Indemnity. Lessor hereby agrees to indemnify, defend, and hold
Lessee and Lessee's officers, directors, partners, shareholders, employees, agents, contractors or
subcontractors hanmless from and against any and a1T losses, claims, .liabilities, damages, costs and
expenses (including reasonable attorney's fees and costs) and injuries (including personal injuries or
death) arising from or i» connection with Lessor's use, operation; maintenance or repair of improvements
on Lessor's .Real .Property or Lessor's shared use of easements for access to Lessor's Real Property,
except those resulting from the gross negligence or willful misconduct of Lessee or Lessee's officers,
directors, partners, shareholders, employees, agents, contractors or subcontractors.
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"c) Survival ,of Indemnity Provisions.. The 'indemnity .provisions of this section
dial] survive, the ;expiration, cancellation or expiration of this Lease. Agreement.
21_. ~ Notices and Deliveries. Any notice or demand required to be given herein shall.be made
by ~certifi'ed or registered mail, return receipt. requested, .confirmed fax, or reliable overnight delivery
service~to the address ofthe respective parties set forth below:
Lessor: City of Petaluma
1'1 .English, Street
Petaluma, CA 94952
Attn City Manager Telephone: 707.778.4345
Facsimile; 707.778.4419
Federal Taxpayer Ib Number:
Lessee: MetroPCS Calfornia/Florida, Inc.
81:44 Walnut Hill Lane, Suite 800
Dallas, Texas 7523'1
Attn: Property. Manager
Telephone 21.4-265-2550
Facsimile: 214 26'5-2570
Lessor.°:or_ Lessee may from time to time- designate any other address for .notices or deliveries by written
.notice ~to the• other party.
"22. 1Vliscellaneous.
(a) Severability: If any provision of the Lease Agreement is held to be invalid or
unenforceable .by a court of competent jurisdiction. with respect to any°party, the remainder of this Lease
Agreement,or the application of uch~:provision to persons other than those as to whom it is held invalid.or
unenforceable. shall not be ~_affeeted; and each. provision of this .Lease Agreement shall be valid and
enforceable, to the fullest extent,permitted bylaw.
(b) Binding Effect. Each party represents and 'warrants that said party has full
power and authority;, .and the person(s) executing this Lease- Agreement have full power and authority, to
execute and. deliver`this .Lease .Agreement, and that this Lease Agreement constitutes. a valid: and binding
obligation of each` party,.; enforceable _in accordance with. its terms;. This: Lease Agreement shall be
binding on and inure to the benefit of the successors and permitted assignees of the respective parties.
(c) Waivers. No provision ofthis Lease Agreement shall be deemed to have been
waived by a party unless theswaiver,is in writing and signed by the .party against wham enforcement of
the waiver is attempted. No custom. or practice which may develop between the parties in .the
implementation or administration of the terms of this Lease Agreement shall be construed to waive or
lessen any right,to insist upgn: trict performance of the terms of,this LeaseAgreement.
(d) Governing Law. This Lease shall be :governed by and construed in accordance
with thelaws of the State of California.
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(~' .. `Survival. Terms and conditions of this Lease Agreement which by their sense
and econtexf`,survive the termination, cancellation or expiration of this Lease. Agreement will so .survive. .
(g) -Memorandum of I:,ease. Lessor acknowledges that a Memorandum of
Agieenient substantially 'in the~form annexed'hereto as Exhibit C will be recorded by Lessee in the Official
Records of :the Cqunty where th_e Property is located..
(h) .:Entire Agreeriient;, Amendments:; This Lease Agreement constitutes the entire
agreement and understanding between the, parties regarding Lessee's -lease of the Premises and.supersedes
all offers,.negotiatonsandotheragreements concerning;the.subject matter contained herein. There are no
representations or understandings of any kind •not set. forth herein., Any amendments. to this Lease
Agreement must be :in writing and executed by authorized representativ"es of both parties.
(i) No.Presumptions Regarding Preparation of Lease Agreement. The parties.
...- ,
acknowledge: and "agree that each of the: parties have been °represerited by counsel. or has had full
opportunity to eon"sult with counsel 'and that: each of the ,parties ..has participated in the negotiation and
drafting of this .Lease ,Agreement., Accordingly it is the intention and agreement of the parties that the
language, terms ..and conditions of'thi_s Lease Agreement are not to be construed in any way against or in
favor of any party hereto by. reason --,of-the roles and responsibi tie-s of the parties or their counsel in
connection. with the: preparation of thi's Lease. Agreement.
[SIGNAT,URE PAGE FOLLOWS]
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;Ordinance No. 2201 N.C.S. Page 9
IN WITNESS` .WHEREOF;, the parties have °executed this Lease Agreement on the dates set forth
6°elow an_d Facknowledge that; this Lease Agreement is effective as of the date"first above written.
` LESSOR:
a/ari
By:
(Signature)
Print Name:
Title:
Date:
By:
Print Name:
Title:
Date:
ture)
LESSEE:
MetroPCS CALIFOR1vIA/FLORIDA, INC.,.
a Delaware corporation, d/b/a MetroPCS
By:
(Signature)
Print Name:
Title:
Date:
SLA Version 040804
Site No.: SF13062A
Site Address: 2665 OId Adobe Rd
Ordinance No. 2201 N.C.S. Page 10
EXHIBiT A
DESCRIPTION OF L-ESSOR'S REAL PROPERTY
'fo the Lease Agreeinent dated , 200_, byand between~The City of Petaluma,
as L' essor, and MetroPCS California/Florida, Inc., a Delaware corporation, d/b/a IvletroPCS as Lessee.
Lessor's Property of which Premises are a part is described as follows:
ALL THAT REAL PROPERTY SITUATED IN THE CI TY OF PETALUMA;,000NTY OF SONOMA; S i ATE OF
CALIFORNIA DESCRIBED AS FOLLOWS:
PARCEL A:
BEING A PORTION OF"LOT264 AS SHOWN, O.N R01NE'S MAP AND SURVEY OF THE PETALUMA RANCHO
AND MORE PARTICULARLY bESCRIBED AS FOLLOWS: COMMENCING AT A POINT WHICH IS THE MOST
SOUTHWESTERLY CORNER; OF LOT. 264;- THENCE N. 47 14' EAST 263 FEET TO THE MOST
SOUTTIWESTERLY CORNER OF'THE PARCEL TO BE HEREIN DESCRIBED,,.ALSO THE TRUE POINT OF
BEGINNING THENCE N0.42.20' EAST`325 FEET; THENCE S. 47° 40'.EAST'190 FEET; THENCE S: 42° 20' WEST
235 FEET; THENCE N. 47° 40' WEST 1.90 FEET TO'FHE POINT OF BEGINNING. CONTAINING 1.42 ACRES,
MORE OR LESS.
TOGETHER WITH UTILITY EASEMENTS INCLUDING THE RIGHT TO EXCAVATE FOR TO INSTALL, TO
REPLACE (OF THE INITIAL OR,ANY OTHERSIZEj, TO MAINTAIN AND.USE SUCH EASEMENTS AS SECOND
PARTY 'SHALL FROM" TIME TO TIME ELECT FOR UTILITY PURPOSE OVER AND ACROSS THE
` HEREINAFTER DESCRIBED STRIPS OF'LAND WHICH ARE SITUATE IN THE COUNTY"OF SONOMA, STATE
OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED aS FOLLOWS;
PARCEL B.
°BEING A PORTION OF LOT 264 AS -SHOWN ON R01NE'S MAP AND SURVEY'OF THE PETALUMA RANCHO
AND BEING AN EASEMENT OVER A STRIP OF LAND 15 FEET WIDE, THE CENTER. LINE OF WHICH IS
DESCRIBED AS FOLLOWS: COMMENCINGAT A POINT WHICH IS THE MOST SOUTHWESTERLY CORNER
OF-LOT 264, AND ALSO: BEING THE `TRUE POINT OF BEGINNING.:THENCE N. 35° 30' EAST 451 FEET;
THENCE N: 72° 14' EAST 1:80 FEET; THENCE N. 42° 20' EAST 17938 FEET TO THE CENTER LINE OF A 20
FOOT DRAINAGE'`EASEMENT.
AND PARCEL C..BEING A PORTION OF LOT .264 AS 'SHOWN ON ROWE'S MAP -AND SURVEY OF THE
PETALUMA RANCHO AND. MORE PARTICULARLY DESCRIBED'-.AS FOLLOWS: COMMENCING AT A POINT
WHICH IS TWE ,MOST 'SOUTHWESTERLY CORNER OF LOT ,264; THENCE N. 4 r 14' EAST ;623 FEET;
THENCE; N. 42° 20' EAST 162.50 FEET TO THE. POINT OF BEGINNING;, THENCE N. 47° 40' WEST 50 FEET
TO THE EASTERLY EDGE OF- WASHINGTON CRE_ EK. AND END OF CENTER .LINE OF 20 FOOT
DRAINAGEEASEMENT,.~
Assessors Parcel _Number: 136-060-030
SLA Version 040804
Site No.: SF13062A
Site Address: 2665 Old Adobe Rd
:O~dinarice No. 2201 N.C.S. Page 11
'.EXHIBIT B
DESCRIPTION OF PREMISES
to the Lease Agreement dated ' ; 200_, by and between The City of
Petaluma, as Lessor, and MetroPCS California/Florida, Inc., a Delaware corporation, d/b/a MetroPCS as
Lessee.
The Premises consist of those, specific areas described/shown below or attached where Lessee's
communications antennae; equipment and cables occupy Lessor's Real Property. The Premises and the
associated utility- connections and access, including easements, ingress,, egress, dimensions, and locations
as described/shown, are approximate only and may be adjusted or changed by Lessee at the time of
construction to reasonably accommodate sound engineering critera~and the physical features of Lessor's
Real Property.
SEE ATTACHED DRAWINGS
(A final drawing or copy of a property survey or site plan depicting the above
shall replace this Exhibit B when initialed by Lessor or Lessor's designated agent
and may be niodif ed from time to time when initialed by both. Lessor and Lessee.)
SLA Version 040804
Site No.: SF13062A
Site Address: 2665 Old Adobe Rd
Ordinance No. 2201 N.C.S. Page 12
• EXHIBIT C
MEMORANDUM OE_ AGREEMENT
. ~ CLERK: Please retum;this document to: MetroPCS California/Florida, Inc.
81:44 Walnut Hi1T Lane, Suite 600
Dallas, Texas 7523:1
Attn.: Property Manager
This Memorandum. of .Agreement is ,entered into on this day •,of . ~ ,
by and between The City "of:Petaluma, with an 'office at 1;1 English Street, Petaluma, CA
94952" (Hereinafter referred .to as "Lessor"), and MetroPCS California/Florida; Inc., a Delaware
corporation, d/b/a MetroPCS with an :office at -8144 Walnut Hill° Lane, Suite 600, Dallas, Texas 75231
(hereinafter referred to as "Lessee"):
1. Lessor and' Lessee entered into a Communications Site Lease Agreement' ["Agreement"] on the
day of ~ ;for'-the purpo"se of installing, operating and
maintaining a communications, facility and other improvements. All; of the foregoing. are set
forth in the Agreemerif.
2. The term of the Agreement is for five (5) years commencing .on , or
,whichever first occurs ("Commencement Date") and terminating on the~STH
anniversary. of the Corrimencement Date; with two (2) successive five (5) •year options to
renew.
3. The Land.which is the; subject of the Agreement is described in Exhibit A.annexed hereto.
IN WITNESS WHEREOF, the. parties have' executed. this Memorandum of Agreement as of "the day and
year first above written:
LESSQR: LESSEE:
- MetroPCS,. California/Florida, Inc., a Delaware
•.. ~: corporation;°:;d/b%a MetroPCS
By: By: ,''
Name:
Title:,
Name:
Title:
Date: ' -
By:
.Name: ~ '
Title:
Date:
SLA Version 040804
Site No.: SFi`3062A
Site Address: 2665 Old Adobe Rd
Date:
Ordinance No. 2201 N.C.S. Page 13
STATE OF.
COUNTY OF
`On
before me,
Notary
Public, personally appeared ,personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within .instrument and acknowledged •to me that he/she/they executed the same in his/her/their authorized
capacit(ies), and that by his/her/their signature(s) •on the instrument, the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument. •
WITNESS my hand and official seal.
Notary Public
STATE OF
COUNTY OF
(SEAL)
On ;before me, ,Notary
Public; .personally appeared ,personally known to me (or proved
to me ;on the basis of satisfactory evidence) to be the person(s) whose name('s) is/are subscribed to the
within•nstrument and acknowledged. to me that he/she/they executed the same in his/her/their authorized
capacit(ies), and that by his/her/their signature(s) on the .instrument, the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
SLA Version 040804
Site No.: SF13062A
Site Address: 2665 Old Adobe Rd
(SEAL)
Ordinance No. 2201 N.C.S.. Page 14
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1VLetroPCS r2117/Oa.
Petaluma Water District
2665O1d Adobe'Raad'
_ Ptaluma,;CA~94952
Site # SF13062A
Ordinance No. ~~Ol ~J.~:.~
Photosimulatlori by Applied Imagination 510 914-0500
Page 15