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05-121, Nextel of California, Inc., Cell Site Lease, Nextel/Sprint/T-Mobile/Tower Entity, 10555 Mary Avenue(Corporation Yard) FAX TRANSMITTAL AXED CITY OF CUPS TIN4 0 e 1°'z4 AM To: �- +"4-0151 Name: CoM OCIA;11 e l"g• Pages(Including Cover): Title: Date: 1 <• 27• Da Fax:(415) 480 Ph: (4-1 S) 433 - 3 S 38 • Comments: ibt4g4t417 41e11.4,,i 4411>L5 TGFASE Set.,VIC•E G� o E Ulio R.,k... �' $ 111.3 261 • \` v [ City Hall ❑ Service Center 10300 Torre Avenue 10555 Mary Avenue Cupertino, CA 95014-3255 Cupertino, CA 95014 PH: (408).777-3354 PH: (408) 777-3250 FX: (408)777-3333 _ FX: (408) 777-3399 From: • ❑ Building ❑ Code F.nforcement ❑ City Channel ❑ Community Development ❑ City Clerk t'Fublic Works C4 r 8� errs '�44- ❑ City Manager ❑ Traffic Printed on Recycled Paper \#1.11/ PUBLIC WORKS DEPARTMENT Ralph A.Qualls,Jr., Director I 9s,, CITY HALL 10300 TORRE AVENUE—CUPERTINO, CA 95014-3266 CUPERTINO (408)777-3354—FAX(408)777-3333 November 27, 2007 James Cosgrove 56 Bay Road Fairfax, CA 94930 Subject: T-Mobile Communication Site Lease at 10555 Mary Ave., Cupertino, CA 95014, Site No. SF04551A: Planned Enhancement of Equipment Dear Mr. Cosgrove: Attached are the acceptance of T-Mobile's planned enhancement of equipment of the subject site and a copy of an excerpt of the applicable lease agreement pertaining to the hours of access to do the work involved. As you will note, the agreement calls for the work to be accomplished during normal working hours or otherwise by arrangement with the City. Please call the City Service Center at(408) 777-3269 to schedule the work. Please contact me at glenng @cupertino.org or(408) 777-3244 if you have questions. S' ely Glenn Goepfert Assistant Director of Public Works Attachments T • -Mobile.. stick together No V%---e..---iv T-Mobile, USA PUe4/(,'(�® ® 8 2007 Attn: UMTS Project-Ericsson R/(S VIA CERTIFIED U.S.MAIL ��RTaqk f RETURN RECEIPT REQUESTED October 21,2007 City of Cupertino Attn: Director of Public Works 10300 Torre Ave. Cupertino CA, 95014 Re: T-Mobile Communications Site Lease at 10555 Mary Ave Cupertino CA,95014. Site No.: SF04551A . Dear Sir of Madam: Pursuant to the above referenced lease,we request your consent to enhance our equipment on the premises as more specifically described on the Site Upgrade Checklist attached. To confirm your consent of the proposed activity,please sign and date the acceptance and acknowledgment below on the two originals enclosed, initial the first page of the attached checklist, and return one original with the initialed checklist in the enclosed return envelope or fax the approved letter and checklist to(415)480-1406. If you have any questions,please contact James Cosgrove at (415)233.3838.We thank you for your courtesy and cooperation. Sinc T erkas, Senior Manager TMO Development Acknowledged,Accepted,and Agree • ....i... Lessor: 24e,„„,",„,„,,,,,,„,,,... Uric'C o . GARetcT I LLL D Name: ea �o rf e . 1 Title: AS Y•Dl OP. of r0;t.IG Via e ` Date: I l— 2-1-V7 `7 Site Number: SF04551A Site Name: SF551 Hwy 85 4TH Consent Letter T-MOBILE SITE UPGRADE ACTIVITY Site Number: SF04551A Site Address: V2 10555 Mary Avenue Cupertino, CA 95014 Month of planned activity December-07 Check if Quanity required required Type of Adjustment/Equipment Coax cables, exchange(no additional coax cables) Antenna -exchange (no additional X 3 antennas) 4411 GeO° Equipment Cabinet-exchange (no additional 41 Ger X 2 cabinets) 4 Remote Radio Unit- RRU Antenna - new Equipment Cabinet- New Coax cables, new Electric Service Meter Structural Modification T-1, phone line Lease Area Expansion Access Route Modification Tower Height Extension Antenna mount modification GPS Antenna Add Microwave feed Stealth screen Add/Mod Cable Tray Add/Mod Utility trench RET Cables FCC Signage Tower Lighting TMA add af (...006s MOerti T 1 workmanlike manner. 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 Facilities remain the r pe expe ES on EE or and are not fixtures. LESSEE has the right to remove all LESS before the expiration or termination of this Lease. 3. At no charge to LESSEE, CITY shall provide a cess to the PREMISES to LESSEE,LESSEE'S employees, agents, contractors and subcontractors CvTTY� Not swlthstanciin.g the working hours and on other days and times b s erg al arrangem foregoing, In e even o an emergency,Lessee shall have access to the PREMISES at all hours, seven (7) days a week. Twenty-four hour emergency access is available through County Communications. CITY represents and warrants that it has full rights of ingress and egress from the PREMISES, and hereby grants such rights to LESSEE to the extent required ominta ll, install and operate LESSEE'sFacilities on the PREMISES. LESSEE'S exercises to c of such construct, not undue inconvenience to CITY,nor shall it compromise the security of CITY'S adjoining Site. 4. CITY shall maintain all access roadways from on ible for mlintroadway to the PREMISES in a manner sufficient to allow access. CITY shall be resp g or LES SEE's re P airin such roadways, at its sole expense, except for any damage caused ed by LESSEE LESSEE shall agents or assigns. If LESSEE or LESSEE s agents or assigns cause y promptly repair same. 5. LESSEE shall have the right to install utilities,ut noEli EE' to pence, nd of improve the present utilities on or near the PREMISES (including, royal l not installation be emergency back-up power). Subject to CITY'S approval.of the location,'which app utilities across) unreasonably withheld,LESSEE shall have the clgstand place LESSEE'seFacl Facilities. bring CITY's Property in order to service the PREMISE 6. LESSEE shall fully and promptly pay for all utilities furnished to the PREMISES for the use, operation and maintenance of LESSEE'S Facilities. III. RENT A. BASIC RENT P 1. U on the Commencement Date,LESSEE shall pay to CITY, as re t,the sum of one thousand eight hundred dollars ($1,800.00)per month. If the Commencement Date the first day of a calendar month,LESSEE may pay on the first day of d eTerm after,LESSEE shntlfor th y the remainder of the calendar month in which the Term commences, an a fu pay ll month's rent on the first day of each calendar month, except that payment shall be prof any for the final fractional month of this Lease, or if this Lease is terminated before month for which Rent should have been paid. 2. These amounts will be due and payable on or before the first day of eacC City month during the term of this Lease. The rent will be paid in advance to the Department of dis . PUBLIC WORKS DEPARTMENT Ralph A. Qualls,Jr., Director ASS•19j, CITY HALL 10300 TORRE AVENUE-CUPERTINO,CA 95014-3266 CUPERTINO (408)777-3354--FAX.(408)777-3333 November 27, 2007 James Cosgrove 56 Bay Road Fairfax, CA 94930 Subject: T-Mobile Communication Site Lease at 10555 Mary Ave., Cupertino, CA 95014, Site No. SF04551A: Planned Enhancement of Equipment Dear Mr. Cosgrove: Attached are the acceptance of T-Mobile's planned enhancement of equipment of the subject site and a copy of an excerpt of the applicable lease agreement pertaining to the hours of access to do the work involved. As you will note, the agreement calls for the work to be accomplished during normal working hours or otherwise by arrangement with the City. Please call the City Service Center at(408) 777-3269 to schedule the work. Please contact me at glenng @cupertino.org or(408) 777-3244 if you have questions. ely Glenn Goepfert Assistant Director of Public Works Attachments City Hall 10300 Torre Avenue Cupertino,CA 95014-3255 PH: (408)777-3354 CITY OF FX: (408)777-3333 CUPERJINO PUBLIC WORKS DEPARTMENT File No. 50,890.02 November 27, 2007 Nextel of California, Inc. 1255 Treat Blvd., Ste. 800 Walnut Creek, Ca 94596 ATTN: Property Management Reference: Annual Antenna Site Lease Rent Adjustment The five-year extension of the Antenna Site Lease Agreement(Agreement)between the City of Cupertino and Nextel of California is about to enter its third year. Per the terms of the Agreement and the extension, a cost of living increase of 5% is to be applied annually to the rent for the site. Based on the initial lease amount of$1,800.00 per month,the rent will be$2,532.78 per month starting January 2008 and continuing through December 2008. If you have questions, please call Public Works at(408)777-3354. Sincerely, ...sie.........................aeleiFti.t.,-- Glenn Goepfert Assitant Director of Public Works Copy to: Nextel Communications 2001 Edward Halley Dr. Reston,Va 20191-3436 Sixth Floor,Mail Stop 6E630 Site Leasing Services; Contracts Manager Finance Printed on Recycled Paper T -Mobile.' stick together T-Mobile, USA Attn: UMTS Project-Ericsson VIA CERTIFIED U.S.MAIL RETURN RECEIPT REQUESTED October 21,2007 City of Cupertino Attn: Director of Public Works 10300 Torre Ave. Cupertino CA, 95014 Re: T-Mobile Communications Site Lease at 10555 Mary Ave Cupertino CA,95014. Site No.: SF04551A Dear Sir of Madam: Pursuant to the above referenced lease,we request your consent to enhance our equipment on the premises as more specifically described on the Site Upgrade Checklist attached. To confirm your consent of the proposed activity,please sign and date the acceptance and acknowledgment below on the two originals enclosed,initial the first page of the attached checklist,and return one original with the initialed checklist in the enclosed return envelope or fax the approved letter and checklist to(415)480-1406. If you have any questions,please contact James Cosgrove at(415)233.3838. We thank you for your courtesy and cooperation. Sincerely, Tom Derkas, Senior Manager TMO Development Acknowledged,Accepted,and Agreed: Lessor: Name: 1...00, Li a e FICP1. Title: Awgisedec p.tC fo f- o Popes t(1400-4. W 4 4 . Date: i k—24 Nu�` Site Number: SF0455IA Site Name: SF551 Hwy 85 4TH Consent Letter T-MOBILE SITE UPGRADE ACTIVITY Site Number: SF04551A Site Address: V2 10555 Mary Avenue Cupertino, CA 95014 Month of planned activity December-07 Check if Quanity required required Type of Adjustment/Equipment Coax cables, exchange (no additional coax cables) Antenna - exchange (no additional 04.• Ge% X 3 antennas) Equipment Cabinet-exchange (no additional 4 3€' ' X 2 cabinets) Remote Radio Unit- RRU _ Antenna - new Equipment Cabinet- New Coax cables, new Electric Service Meter _ Structural Modification _ T-1, phone line Lease Area Expansion _ Access Route Modification Tower Height Extension _ Antenna mount modification GPS Antenna Add Microwave feed _ Stealth screen Add/Mod Cable Tray Add/Mod Utility trench RET Cables FCC Signage Tower Lighting TMA add _ , 0 4._ t e 1 workmanlike manner. 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. 3• At no charge to LESSEE, CITY shall provide to the PREMISES to LESSEE,LESSEE'S employees, agents, contractors and subcontractors five(5) days a week during Orkin hours and on other days and times b s ecial arrangement o h P MIS Not withstanding all sth en working foregoing, in e even o an emergency,Lessee shall have access Communications. (7) days a week. Twenty-four hour emergency access is available d from the PREMISES, and CITY represents and warrants that it has full rights of ingress egress hereby grants such rights to LESSEE to the extent required to construct,o maintain,not cause install and undue operate Y� LESSEE's Facilities on the PREMISES. LESSEF','s exercises of CITY'S adjoining Site. inconvenience to CITY,nor shall it compromise the security 4. CITY shall maintain all access roadways from the aintaining and the PREMISES in a manner sufficient to allow access. CITY shall be r caused b responsible for mLESSEE or LESSEE'S repairing such roadways, at its sole 's agents except s o�assigns cause any such damage,LESSEE shall agents or assigns. If LESSEE or LE SSEE g promptly repair same. t to install utilities, at LESSEE'S expense, and to . 5. LESSEE shall have the right but not limited to the installation of improve the present utilities on or near the PREMISES (including, approval installation not n be emergency back-up power). Subject to CITY'S approval t to place utilities on(or to bring utilities across) unreasonably withheld,LESSEE shall have the g P CITY'S Property in order to service the PREMISES and LESSEE's.Facilities. 6. LESSEE shall fully and promptly pay for all utilities furnished to the PREMISES for the use, operation and maintenance of LESSEE'S Facilities. III. RENT A. BASIC RENT Upon the Commencement Date,LESSEE shall pay to CITY,Date it,the es sum of 1. p one thousand eight hundred dollars ($1,800.00) per month.fib day of thee Term the prorated Rent for the first day of a calendar month,LESSEE may pay. LESSEE shall pay the remainder of the calendar month in which the Temonth,commences, and�nt�shall be prorated for a full month's rent on the first day of each calendar the final fractional month of this Lease, or if this Lease is terminated before the expiration of any month for which Rent should have been paid. These amounts will be due and payable on or before the first day of each month 2. Department of Finance, City of during the term of this Lease. The rent will be paid in advance to the Departm • 9 (6 ofiecOerlii tag elccep.R1 workmanlike manner. 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. 3. At no charge to LESSEE, CITY shall provide access to the PREMISES to LESSEE,LESSEE'S employees, agents, contractors and subcontractors CTTY) Nots standing the working hours and on other days and times b s ecial arrangemen in e even o an emergency,Lessee shall have access to the PREMISES t all hours, seven foregoing, (7) days a week. Twenty-four hour emergency access is available egress the PREMISES, and CITY represents and warrants that it has full rights of ingress hereby grants such rights to LESSEE to the extent required to c f struct,maintain,shall install t cause undue operate Y� LESSEE's�Facilities on the PREMISES. LESSEE'S exercises of CITY'S adjoining Site. inconvenience to CITY,nor shall it compromise the security 4. CITY shall maintain all access roadways from e for blint roadway and the PREMISES in a manner sufficient to allow access. CITY shall be caused responsible LESSEE or LESSEE'S repairing such roadways, at its sole expense, except for any such damage,LESSEE shall agents or assigns. If LESSEE or LESSEE s agents or assigns cause any promptly repair same. . 5. LESSEE shall have the right to install utilities,ut noEli EE' to pence, nd of improve the present utilities on or near the PREMISES (including, royal l not installation be emergency back-up power). Subject to CITY'S approval.of the location,which app utilities across) unreasonably withheld,LESSEE shall have the right to place utilities on(or to bring CITY's Property in order to service the PREMISES and LESSEE's.Facilities. 6. LESSEE shall fully and promptly pay for all utilities furnished to the PREMISES for the use, operation and maintenance of LESSEE'S Facilities. • III. RENT ' A. BASIC RENT Upon the Commencement Date,LESSEE shall pay to CI rat Date it,thother um of 1. r one thousand eight hundred dollars ($1,800.00) per month.first the day of the Term the prorated Rent for the first day of a calendar month,LESSEE may pay_ LESSEE shall pay the remainder of the calendar month in which the Term commences, t and be prorated for a full month's rent on the first day of each calendar month, P the final fractional month of this Lease, or if this Lease is terminated before the expiration of any month for which Rent should have been paid. 2. These amounts will be due and payable on or before the first day of each month e of this Lease. The rent will be paid in advance to the Department of Finance, City of during the term 5 TOWER/STRUCTURE BOND Bond Number: 674011096 KNOW ALL MEN BY THESE PRESENTS, THAT Nextel of California, Inc., as Principal, and Liberty Mutual Insurance Company, a corporation duly organized under the laws of the State of Massachusetts, as Surety, are held and firmly bound unto City of Cupertino , 10300 Torre Avenue, Cupertino, CA 95014-3202, as Obligee, in the sum of Ten Thousand And 00/100 Dollars ($10,000.00) lawful money of the United States, for the payment of which, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents, the liability of the Surety being limited to the penal sum of this bond regardless of the number of years the bond is in effect. WHEREAS the Principal has entered into a written agreement with the property owner for the placement of a tower or structure furnishing telephone, television or other electronic media service, which agreement sets forth the terms and conditions which govern the use of such towers or structures and which agreement is hereby specifically referred to and made part hereof, and WHEREAS, the City of Cupertino requires the submission of a bond guaranteeing the maintenance, replacement, removal or relocation of said tower or structure located at 10555 Mary Avenue, Cupertino, CA 95014 -Sprint Nextel Site #CA2317D (De Anza/Stevens C:reek). NOW THEREFORE, the condition of this obligation is such, that if the above bounden Principal shall perform in accordance with the aforesaid ordinance and/or agreement, and indemnify the Obligee against all loss caused by Principal's breech of any ordinance or agreement relating to maintenance, replacement, removal or relocations of a tower or structure, then this obligation shall be void, otherwise to remain in full force and effect unless cancelled as set forth below. THIS BOND may be cancelled by Surety by giving thirty (30) days written notice to the Obligee by registered mail. Such cancellation shall not affect any liability the Surety may have or incurred under this bond prior to the effective date of the termination. Provided that no action, suit or proceeding shall be maintained against the Surety on this bond unless action is brought within twelve (12) months of the cancellation date of this bond. THIS BOND signed, sealed, dated on the 01st cay of May , 2007. This bond is effective the 25th day of April , 2007. Nextel of California, Inc. / Principal B �• ' /L • _ , > -SL,-'79" 14/ Ana leA„ 11; 45- ,51icrl .5*°‘re4ary Liberty M al Insurance Company I' &.;rew By: (' / / A/, _ . __(/4________ Paige M.T 'r, Attorney-In-Fact ' THIS POWER OF ATTORNEY IS NOT VALIC)UNLESS IT IS PRINTED ON RED BACKGROUND. 1984954 This Power of Attorney limits the acts of those named herein,and they have no authority to bind the Company except in the manner and to the extent herein stated. LIBERTY MUTUAL INSURANCE COMPANY BOSTON,MASSACHUSETTS POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That Liberty Mutual Insurance Company (the "Company), a Massachusetts stock insurance company,pursuant to and by authority of the By-law and Authorization hereinafter set forth,does hereby name,constitute and appoint PAIGE M.TURNER, ROY R.YANCEY, KEITH A.STILES,MICHAEL J.GRANACHER, KRISTY BARBER,ALL OF THE CITY OF KANSAS CITY,STATE OF MISSOURI each individually if there be more than one named, its true and lawful attorney-in-fact to make, execute,seal,acknowledge and deliver,for and on its behalf as surety and as its act and deed,any and all undertakings,bonds, recognizances and other surety obligations in the penal sum not exceeding FIFTY MILLION AND 00/100*********** ******* DOLLARS $ 50,000,000.00***** ( )each,and the execution of such undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents, shall be as binding upon the Company as if they had been duly signed by the president and attested by the secretary of the Company in their own proper persons. That this power is made and executed pursuant to and by authority of the following By-law and Authorization: ARTICLE XIII-Execution of Contracts:Section 5.Surety Bonds arid Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe,shall appoint such attorneys-in-fact,as may be necessary to act in behalf of the Company to make, co execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such 'C "= attorneys-in-fact,subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Company by their H o a. signature and execution of any such instruments and to attach thereto the seal of the Company. When so executed such instruments shall be w as binding as if signed by the president and attested by the secretary. u C d By the following instrument the chairman or the president has authorized the officer or other official named therein to appoint attorneys-in-fact: .0 CO A .0 C Pursuant to Article XIII, Section 5 of the By-Laws, Garnet W. Elliott, Assistant Secretary of Liberty Mutual Insurance Company, is hereby g ±:si authorized to appoint such attorneys-in-fact as may be necessary to act in behalf of the Company to make, execute, seal,acknowledge and C °a deliver as surety any and all undertakings,bonds,recognizances and other surety obligations. 0 i 01 VH w 0 That the By-law and the Authorization set forth above are true copies thereof and are now in full force and effect. N n iii d > IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Company and the corporate seal of � £ v is Liberty Mutual Insurance Company has been affixed thereto in Plymouth Meeting,Pennsylvania this 18th day of July , =c m 3 2006 . Q M w o i LIBERTY MUTUAL INSURANCE COMPANY o a d C O;o O 0 r,,,,-4 '.1. By:..,s11 /.✓� �� a E al C ' Garnet W.Elliott,Assistant Secretary H o '__ y""., COMMONWEALTH OF PENNSYLVANIA ss t O i COUNTY OF MONTGOMERY G t+. On this 18th day of July , 2006 , before me, a Notary Public, personally came Garnet W. Elliott,to me known,and acknowledged v d 0 C that he is an Assistant Secretary of Liberty Mutual Insurance Company; that he knows the seal of said corporation; and that he executed the above 2 3 Gr Power of Attorney and affixed the corporate seal of Liberty Mutual Insurance Company thereto with the authority and at the direction of said corporation. Is 2 E IN TESTIMONY WH.�<' a+' i Are unto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania,on the day and year co O a >. ', Y Y Y 9. Y y Y t C first above written. , N <,„ +. To y Q f..� COMMONWEALTH OF PENNVILVANIA i it CNI Z v CF By/LEA Lb ) C ao A,.... Ir y�i Expires Mar. 203 Ter sa Pastella,Notary Public v o ` SYL«`4 ■J ;EAer:stur,i's»ersy{uar�ls AsaoaaFWn ai o#ar4gw F 4O CERTIFICATE v. '' ALRY I,the undersigned,Assistan ecretary of Liberty Mutual Insurance Company,do hereby certify that the original power of attorney of which the foregoing, is a full,true and correct copy,is in full force and effect on the date of this certificate;and I do further certify that the officer or official who executed the said power of attorney is an Assistant Secretary specially authorized by the chairman or the president to appoint attorneys-in-fact as provided in Article XIII,Section 5 of the By-laws of Liberty Mutual Insurance Company. This certificate and the above power of attorney may be signed by facsimile or mechanically reproduced signatures under and by authority of the following vote of the board of directors of Liberty Mutual Insurance Company at a meeting duly called and held on the 12th day of March, 1980. VOTED that the facsimile or mechanically reproduced signature of any assistant secretary of the company, wherever appearing upon a certified copy of any power of attorney issued by the company in connection with surety bonds,shall be valid and binding upon the company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seal of the said company,this 1st day of May , 2007 . if < ,) By r Davi M.Carey,Ass' "t Secretary WARNS THIS POWER OF ATTORNEY IS INVALID WITHOUT THE F—")BORDER "This Power of Attorney is granted under and by this authority of the following resolutions adopted by the Boards.,.iirectors of Farmington Casualty Company,Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company,which resolutions are now in full force and effect,reading as follows: RESOLVED,that the Chairman,the President,any Vice Chairman,any Executive Vice President,any Senior Vice President,any Vice President,any Second Vice President,the Treasurer,any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds,recognizances,contracts of indemnity,and other writings obligatory in the nature of a bond,recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her;and it is FURTHER RESOLVED,that the Chairman,the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company,provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED,that any bond,recognizance,contract of indemnity,or writing obligatory in the nature of a bond,recognizance,or conditional undertaking shall be valid and binding upon the Company when(a)signed by the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice President,any Second Vice President,the Treasurer,any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary;or(b)duly executed(under seal,if required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED,that the signature of each of the following officers:President,any Executive Vice President,any Senior Vice President,any Vice President, any Assistant Vice President,any Secretary,any Assistant Secretary,and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I,Kori M.Johanson,the undersigned,Assistant Secretary,of Farmington Casualty Company,Fidelity and Guaranty Insurance Company,Fidelity and Guaranty Insurance Underwriters, Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies,which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed the seals of said Companies this day of 174.C.) l C.),%71.- ,20 4 Kori M.Johans s. Assistant Secretary p�su�t suREry V Fl0.E 6 el-1114:f'# ,�1NSUq ,,ov ANO ",ITr �P�ygP..4' l'" P �P:...........'q, eJ e 11Y�fq, ,fps• 'co\Y - 6' (, D ` * ' •% fEORP"4 ,, ?�' PORgJ.c' uP t r® '{ M�OIleOpITEp z a! b;tAP f b 1982 0 .927 'Zr'-°n... .mil �,n ft ... :� W i z�h • i - 19J1 m � / � �'SEAL a �; o -,. (17. r ► F 4j�' # ks 6o' �i.ti �! �,,SBJLL;�'3 ,2" V.'a d ,, a yf...... L o.••.. a r s e OFrett ANC S.AN't 1p...»....'P b1 APa • AK'1 To verify the authenticity of this Power of Attorney,call 1-800-421-3880 or contact us at www.stpaultravelersbond.com.Please refer to the Attorney-In-Fact number, the above-named individuals and the details of the bond to which the power is attached. WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER 1 WARNIN' THIS POWER OF ATTORNEY IS INVALID WITHOUT THE Rr RORDER STPAUL POWER OF ATTORNEY TRAVELERS Farmington Casualty Company St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Company St.Paul Mercury Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. Travelers Casualty and Surety Company Seaboard Surety Company Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company Attorney-In Fact No. 213838 Certificate No. 0 00 9 8`t 736 KNOW ALL MEN BY THESE PRESENTS:That Seaboard Surety Company is a corporation duly organized under the laws of the State of New York,that St.Paul Fire and Marine Insurance Company,St.Paul Guardian Insurance Company and St.Paul Mercury Insurance Company are corporations duly organized under the laws of the State of Minnesota,that Farmington Casualty Company,Travelers Casualty and Surety Company,and Travelers Casualty and Surety Company of America are corporations duly organized under the laws of the State of Connecticut,that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland,that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa,and that Fidelity and Guaranty Insurance Underwriters,Inc.is a corporation duly organized under the laws of the State of Wisconsin(herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint Rodney W. Paddock, Pamela Sage-Biggers, Glenna L. Blair,Anita Hawkins, Mark D. Holt, Kevin J. O'Donnell, R. Neil Weatherford, Martha C. Roper, Natalie A. Siegman, Heidi V.Johnson,and Shawn Byrne of the City of Overland Park ,State of Kansas ,their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above,to sign,execute,seal and acknowledge any and all bonds,recognizances,conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons,guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF,the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed,this 27t1] day of June 2006 Farmington Casualty Company St.Paul Guardian Insurance Company Fidelity and Guaranty Insurance Company St.Paul Mercury Insurance Company Fidelity and Guaranty Insurance Underwriters,Inc. Travelers Casualty and Surety Company Seaboard Surety Company Travelers Casualty and Surety Company of America St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company ,7 c•V,( . �`l+I��r,l.. _ps ry ,),*R"'4 O}�M..--NSG9 Jpt`+- �NSUNN `g00-1 g5o "�}iiim 11. . Y V 1927 < m t ''' "' IZ?-.OggT�;:,1. 1982'o � ORITFp"_ � mi a; � -�. < < Qs 1951 N� * ?li o �,SEAI ii tSEALID �W to e " I -� e m� -�c a..........+a ..... as rd �e ‘47,1„:ay. �}' N' i ��NfN ,'4M r+c 15,.AN !r ..* < 0 "'.*Or , *1 State of Connecticut By: y-- City of Hartford ss. orge Wia 4ompson,Send,President On this the 27th day of June 200,�efore me personally appeared George W.Thompson,who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company,Fidelity and Guaranty Insurance Underwriters,Inc., Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company,and that he, as such,being authorized so to do,executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof,I hereunto set my hand and official seal. "Jer ` W ( " " . .Vn�a�1 My Commission expires the 30th day of June,2011. C►601/8L0 * `Marie C.Tetreault,Notary Public 58440-6-06 Printed in U.S.A. WARNING:THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER TRAVELERS CASUALTY AND SURETY COMPANY TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA Hartford, Connecticut 06183 CANCELLATION NOTICE Date: August 17, 2006 Office at: 7465 W. 132nd Overland Park, KS 66213 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Re: Nextel of California, Inc. dba Nextel Communications Bond #53S103303426 Type of Bond/Policy: Site Restoration Bond Operation of a Communications Facility located at 10555 Mary Avenue Nextel Site No. CA 2151 B/Hwy 280/85 You are hereby notified that this Company elects to cancel the above captioned bond required by City of Cupertino, CA. This cancellation is to take effect on September 22, 2006, in accordance with the terms of said Bond or Policy. Travel- Casua___juL . - '• �:�1 f America / �� r By: _ An' ' wkins ' • ey-in-" act t: .,,, , „ CITY OF FAX TRANSMITTAL CUPEVINO To: Name: J1-% 'cv L• -Y Pages(Including Cover): Title: Date: 4 41 . v q Fax: ( a4`c1)-i a-Z '3c1 '2 Ph: (c144)'562. - 3 4S 32- • Comments: _ O 41 z , .... , ,, . ,,...,.. ,,, , ., • z „......,..., ,,,,,. , AP' -,4 - ,' ' ' ' -`11 , 4 1114 '40 4"."`""...... 4,, 4 E :'�#' t '- Lvenue 1 . . .,.,'"'N , 95014 1 7-3250 7 ` < t 7-3399 ❑ Building ❑ Code Enforcement ❑ City Channel ❑ Community Development ❑ City Clerk ' ublic Works J , C S-100 ❑ City Manager ❑ Traffic Printed on Recycled Paper tt CITY O' F ,'E* 's -s "' ,.,.r + : 1:l � 1 `'- Fz;;' ' `r°rte s ,F PE To: g Name: L1 -•.'—'i,---'-:''il„::: -, � r 4 �, __ ' ._:4,K,Title: . a ; tR i ►3 = �- Ph: . � �� ,.V � . ,a {� 4, '�-.'<zwFC?'. �b�,.: �.{ .),R� s'..'r� �" ' 4:*mss "� °"�f.�, � ,� I 4d • Comments. �` y ° �Lli �j�` 5 t 71�� R1 s/ liL �-1- r. ,--.6z4��'E`er 7K /NS�R-, , )cam x M?y y ^�` Pik,.:- �" *:::-;'k2i.-+-",''„ -.1 City Hall"�.� � � - J Service Center 10300 Torre Avenue 10555 Mary Avenue Cupertino, CA 95014-3255 Cupertino, CA 95014 PH: (408)777-3354 PH: (408) 777-3250 FX: (408) 777-3333 FX: (408) 777-3399 From: ❑ Building CI CodeEnforcement ❑ City Channel ❑ Community Development ❑ City Clerk Public Works c ` Cam`}\ ❑ City Manager ❑ Traffic Printed on Recycled Paper City Hall 10300 Tone Avenue Cupertino, CA 95014-3202 (408)777-3212 CITY OF FAX: (408)777-3366 CUPERJINO OFFICE OF THE CITY MANAGER December 5, 20067 Nextel of California, Inc. 1255 Treat Boulevard, Suite 800 Walnut Creek, CA 94596 ATTN: Property Management Subject: Annual Antenna Site Lease Rent Adjustment • The five-year extension of the Antenna Site Lease Agreement (Agreement) between the City of Cupertino and Nextel of California is about to enter its second year. Per the terms of the Agreement and the extension, a cost of living increase of 5% is to be applied annually to the rent for the site. Based on the initial lease amount of$1,800.00 per month, the rent will be $2412.17 per month starting with January 2007 and continuing through December 2007. If you have questions, please call Public Works at (408) 777-3354. Si erely, Glenn Goepfert Assistant Director of Public Works Copy to: Nextel Communications 2001 Edmund Halley Drive Reston, VA 20191-3436 Sixth Floor, Mail Stop 6E630 Site Leasing Services; Contracts Manager Finance Printed on Recycled Paper � ' 8'1 0 - City Hall 10300 Tone Avenue Cupertino,CA 95014-3255 (408)777-3354 CITY OF Fax:(408)777-3333 CUPEKTINO - DEPARTMENT OF PUBLIC WORKS Summary AGENDA ITEM AGENDA DATE December 6, 2005 SUBJECT AND ISSUE Adoption of Resolution No. 05- , authorizing the City Manager to execute a five-year extension of the Antenna Site Lease agreement between the City of Cupertino and Nextel of California, Inc., a Delaware Corporation dba Nextel Communications. BACKGROUND On June 19, 2000, Council approved a five-year Antenna Site Lease Agreement with Nextel Communications (copy attached) installation of mobile wireless communication facilities at the Cupertino Service Center. The area leased to Nextel by the City is approximately 600 square feet at the rear of the Service Center adjacent to the freeway. The facilities consist of an antenna pole, previously approved by the Planning Commission, and a small building housing wireless communication equipment. After being fully executed, the agreement took effect on December 31, 2000. Contained in the agreement, whose original term will expire on December 31, 2005, is a provision for two successive five-year extensions, each to be exercised at the prerogative of Nextel, for a maximum total term of 15 years. After the 15 year maximum term, the agreement would have to be renegotiated. Nextel Communications wishes to exercise the first five-year extension of the agreement for the period beginning December 31, 2005, and ending on December 31, 2010. All covenants, terms and conditions, including but not limited to payment of rent, maintenance of insurance, indemnification, repairs, utility costs, waste and destruction, as contained in the existing Antenna Site Lease Agreement would remain in effect with the extension. In addition, a cost of living increase of 5% per year will continue to be applied annually to the rent for use of the site, per the terms of the agreement. Based on the initial lease amount of $1,800.00 per month, the fee upon renewal will begin at approximately $2,300.00 per month, and increase to almost $2,800.00 per month in the fifth year of the extension. Approval of the attached resolution will author.ze the City Manager to execute the first five-year extension of the agreement. Printed on R^cycled Paper FISCAL IMPACT By extending Nextel's Antenna Site Lease Agreement for mobile wireless communication facilities space at the Cupertino Service Center, the City will receive revenue of approximately $27,600.00 in the first year of the agreement extension, and increasing amounts each year, up to approximately $33,500.00 in the fifth year of the extension. This will amount to a total of more than $152,300.00 over the five-year extension of the Site Lease Agreement, STAFF RECOMMENDATION Staff recommends that the City Council adopt Resolution No. 05- , authorizing the City Manager to execute a five-year extension of the Antenna Site Lease agreement between the City of Cupertino and Nextel of California, Inc., a Delaware Corporation dba Nextel Communications. Submitted by: Approved for submission to the City Council: c,c cJ(iv/ Ralph A. Qualls, Jr. David W. Knapp Director of Public Works City Manager OAYA44,-C—Calan- COO Co Antenna Site Lease Agreement De—C.- i ��j between the CITY of Cupertino anal Nextel of California,Inc., a Delaware Corporation, d/b/a Nextel Communications This Antenna Site Lease Agreement("Lease") is executed by and between the CITY of Cupertino, a municipal corporation,hereinafter called"CITY" and Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communicatiot.s,hereinafter called"LESSEE." I. DEMISED PREMISES CITY hereby leases and LESSEE leases from CITY a portion of that certain real property situated in the CITY of Cupertino, State of California, commonly known as Cupertino Service Center("Site") described and delineated as specifically shown on Exhibit A attached hereto, consisting of approximately six hundred (600) square feet of land. Said real property is hereinafter called the"PREMISES" and is described in Exhibit B attached hereto. A. PERMITTED USE The PREMISES may be used by LESSEE for any lawful activity in connection with the provision of mobile/wireless communication services, including without limitation, the transmission and the reception of radio communication signals on various frequencies and the construction,maintenance and operation of related communication facilities. LESSEE shall not use the PREMISES for any activity or in any manner which would tend to lower the character of the PREMISES, or in such a manner as to create any nuisance which disturbs, interferes with, or annoys any other neighboring person or entity. B. CONSTRUCTED IMPROVEMENTS It is contemplated that LESSEE shall construct upon the Premises a telecommunications facility which shall consist of a ten foot by twenty foot equipment shelter in which Lessee shall place its communications equipment. Before any work of construction, alteration,or repair is commenced on the PREMISES,LESSEE shall comply with all of the following conditions and provisions unless C.[TY s written waiver is first obtained: 1. All new structures shall first comply with CITY's applicable development standards and review process,including review and approval of required conditional use permits by the Planning Commission or CITY Council as appropriate. LESSEE shall notify CITY in writing of LESSEE'S intention to commence any work of improvements at least five (5) working days prior to commencement of such work. The notice shall specify the approximate location and nature of the intended improvements. CITY shall have the right to post and maintain on the PREMISES any notices of non-responsibility provided for under applicable law, and to inspect the PREMISES in relation to compliance with this Lease, other peunits or the construction at all reasonable times. 3. LESSEE shall secure and deliver to CITY, care of the Public Works Department, adequate evidence of compliance with all applicable building codes, ordinances, regulations, and requirements for all permits and approvals, including but not restricted to grading 1 o • permits, building permits,zoning and planning requirements, and approvals from various governmental agencies and bodies regulating water, sewer, and any other utility or improvement on the Site. 4. LESSEE shall provide required bonds or other security securing completion of any new structures to be constructed upon the Site,pursuant to section I(B)(5) of this Lease, and shall furnish CITY, care of the Public Works Department,with evidence of said security prior to undertaking any such construction on the PREMISES. 5. Prior to any work being conducted upon the Premises,LESSEE shall have provided to the CITY a bond or Certificate of Deposit as a security deposit in the amount of ten thousand dollars ($10,000.00) to cover the costs for the removal of LESSEE's equipment in and upon the PREMISES and any repairs that may be required to the PREMISES which are the responsibility of the LESSEE to repair under this lease. The CITY shall have the right to draw against the deposit in the event of a default by LESSEE or to cover the costs for the removal of the encroachment and any repairs that may be required to the PREMISES in the event that LESSEE fails to meet and fully perform any of its obligations hereunder. Within ten days of receipt of written notice from the CITY,LESSEE shall renew or replace such sums of money as shall bring the security deposit current. No release of the bond or certificate of deposit held as a security deposit shall be made except upon approval of the CITY, in accordance with California law. LESSEE agrees that the bond or certificate of deposit shall be held in full force and effect for the Term of this Agreement. The Security Deposit shall be released by the CITY upon completion of the removal of the encroachment and any repairs necessary to restore the PREMISES to their original condition as of the Commencement Date of the lease excepting reasonable wear and tear beyond the control or without the fault or neglect of the Lessee. The deposit shall be released thirty(30) days after the CITY Engineer's inspection and acceptance of the work. 6. Once any approved work of improvement is begun,LESSEE shall diligently prosecute completion of said work or construction. All work shall be performed in a good and workmanlike manner, and shall substantially comply with plans and specifications approved by CITY and as required by this Lease. C. SOIL CONDITIONS CITY makes no covenants or warranties respecting the condition of the soil or'subsoil or any other condition of the PREMISES that might affect LESSEE's ability to construct the monopole antenna upon the PREMISES. D. UTILITY INSTALLATION ACCESS CITY grants to LESSEE the right to install utilities, for the purpose of serving the PREMISES only,which may be, in CITY's sole opinion, reasonably required. 2 II. TERM OF LEASE • A. COMMENCEMENT AND TERMINATION The term of this Lease (Term) shall be five (5)years commencing with the issuance of a local building permit allowing LESSEE to construct its mobile/wireless communications facilities on the PREMISES, or December 31, 2000, whichever is earlier (hereinafter referred to as"Commencement Date"). At the option of LESSEE, the term of this Lease may be renewed for successive; extended for more than(hereinafter wo Renewal Terms as "Renewal Term"), but in no event, shall the Lease be without the negotiation and execution of a new lease. Not withstanding the above, the CITY may terminate the lease prior to the expiration of its term or any Renewal Term,under the following circumstances: 1. If LESSEE is in material breach; 2. If the CITY is required by federal, state or local law to regain possession of the PREMISES; 3. If the CITY no longer utilizes the Site as a city facility. Upon a breach or default of any of the terms or obligations of this LEASE by LESSEE,the CITY shall serve written notice upon LESSEE reasonably describing the breach or default. If LESSEE fails to cure a monetary breach or default within thirty (30)days or a non-monetary breach within sixty (60) days this LEASE shall be subject to terrninatio:n at the option of the CITY. The CITY shall be entitled to exercise all rights and remedies hereby reserved under this LEASE or made available under applicable laws. Termination of this LEASE by the CITY shall constitute the withdrawal of any consent or authorization of CITY for LESSEE to perform any construction or other work under this LEASE excepting only that work necessary to remove all equipment and to repair the PREMISES to their original condition existing at the Commencement Date of the LEASE,reasonable wear and tear beyond the control or without the fault or neglect of the LESSEE excepted. LESSEE may terminate this LEASE at any time during the term of this LEASE or any Renewal Term thereof upon thirty- (30) day's notice to the CITY with no further liability except as expressly provided herein. Upon such early termination by LESSEE, S acceptance of LESSEE of the rental fee paid to the CITY by LESSEE pr orated to the date of CITY' the removal of the LESSEE'S FACILITIES. In the event of termination by either party,LESSEE shall immediately cease all work being performed under this LEASE, excepting only that work necessary for LESSEE to remove all equipment and repair the PREMISES in accordance with Section II(B). B. SURRENDER OF PREMISES LESSEE shall remove all LESSEE Facilities at its sole expense upon cancellation, expiration or earlier termination of this Lease. LESSEE shall repair any damage to the PREMISES caused by such removal and shall return the PREMISES to the 3 condition which existed on the Commencement Date,reasonable wear and tear and damages beyond the control or without the fault or neglect of LESSEE excepted. If LESSEE fails to remove the Facilities within thirty(30) days of the termination or expiration of this LEASE, CITY may remove and store the Facilities at LESSEE's sole cost and expense. If LESSEE does not claim the Facilities. within thirty (30) days following said removal, and provided that CITY has given LESSEE and any third party financing entity thirty(30) days prior written notice,the Facilities shall be deemed abandoned and City May dispose of the Facilities. LESSEE shall notify CITY of the name and address of the third party financing entity for notice purposes herein and the CITY will be notified of any changes with respect to said entity and its address. LESSEE'S obligation to observe and perform the covenants of this paragraph shall survive the end of this Lease. C. LIEN RIGHTS CITYwaives any lien rights it may have concerning the Facilities which are deemed LESSEE'S personal property and not fixtures, and LESSEE has the right to remove the same at any time without CITY consent. CITYacknowledges that LESSEE has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the 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, CITY(i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures 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 that such Collateral may be removed at any time without recourse to legal proceedings, except as when deemed abandoned pursuant to Section II,Paragraph B of this Lease. D. ACCESS TO IMPROVEMENTS 1. LESSEE shall have the right(but enttDate,to enter)the PREMISES for thehe at any time following full execution of this Lease and prior to the Commenc purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (hereinafter singularly and collectively referred to as"Tests") to determine the suitability of the PREMISES for LESSEE s Facilities (as defined her herein) and for the purpose of preparing for the construction of LESSEE'S Facilities. During any . pre- construction work, LESSEE will have insurance as set forth in Section IV,B, 4, Insurance. LESSEE will notify CITY of any proposed Tests or pre-construction work and will coordinate the scheduling of same with CITY. If LESSEE determines that the PREMISES are unsuitable for LESSEE'S contemplated use, then LESSEE will notify CITY and this Lease will terminate. 2. LESSEE has the right to construct,maintain and operate on the PREMISES radio communication facilities, including but not limited to,radio frequency transmitting and receiving equipment,batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements (hereinafter referred to as "Facilities"). In connection therewith, LESSEE has the right to do all work communications reasonably necessary to erations and to install,uadd, y lines maintain and alter the PREMISES for LESSEE'S comet operations transmission lines connecting antennas t transmitters ESSEE'slsole costland expense'and in good construction and installation work shall be performed 4 workmanlike manner. Title to LESSEE's Facilities,anF ci ties shall eremain the property oPREMISES ESSEE LESSEE shall be held by LESSEE. All 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. 3. At no charge to LESSEE, CITY shall subcontractors five(5) day PREMISES week during LESSEE,LESSEE's employees, agents, contractors and working hours and on other days and times by special arrangement with CITY. Not withstanding the foregoing,in the event of an emergency, Lessee shall have access to the PREMISES at all hours, seven (7) days a week. Twenty-four hour emergency access is available through County Communications. CITY represents and warrants that it has full rights of ingress and egress from the PREMISES, and hereby grants such rights to LESSEE to the extent required to construct,maintain, install and operate LESSEE'S Facilities on the PREMISES. LESSEE's exercises of such rights shall not cause undue inconvenience to CITY,nor shall it compromise the security of CITY's adjoining Site. 4. CITY shall maintain all access roadways from the nearest public roadway to the PREMISES in a manner sufficient to allow access. CITY shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by LESSEE agents or assigns. If LESSEE or LESSEE's agents or assigns cause any such damage,LESSEE shall promptly repair same. 5. 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 emergency back-up power). Subject to CITY's approval of the location,which approval shall not be unreasonably withheld,LESSEE shall have the right to place utilities on(or to bring utilities across) CITY's Property in order to service the PREMISES and LESSEE'S Facilities. 6. LESSEE shall fully and promptly pay for all utilities furnished to the PREMISES for the use, operation and maintenance of LESSEE's Facilities. III. RENT A. BASIC RENT 1. Upon the Commencement Date, LESSEE shall pay to CITY, as rent,the sum of one thousand eight hundred dollars ($1,800.00) per month. If the Commencement Date is other than the first day of a calendar month, LESSEE may payon the first day of the Term the prorated Rent for the remainder of the calendar month in which the Term commences, and thereafter, LESSEE shall pay a full month's rent on the first day of each calendar month, except that payment shall be prorated for the final fractional month of this Lease, or if this Lease is terminated before the expiration of any month for which Rent should have been paid. 2. These amounts will be due and payable on or before the first day of each month during the term of this Lease. The rent will be paid in advance to the Department of Finance, City of g 5 • Cupertino, 10300 Torre Avenue, Cupertino, CA 95014, without prior demand and without any abatement, deduction or setoff. • B. LATE PAYMENT CHARGE The rent shall be delinquent if not received by the close of the business day on the 10th of each calendar month. Such unpaid amounts of rent shall be subject to a late payment charge equal to ten percent(10%) of such unpaid amounts. This late payment charge is intended to compensate CITY for its additional administrative costs resulting from LESSEE's failure, and has been agreed upon by CITY and LESSEE, after negotiation, as a reasonable estimate of the additional administrative costs which will be incurred by CITY as a result of LESSEE'S failure; the actual cost being impossible to ascertain at the time of this Lease. This late payment will constitute liquidated damages due the CITY and will be paid to CITY together with such unpaid amounts. Acceptance of the payment of this late charge will not constitute a waiver by CITY of any default by LESSEE under this Lease. C. ADJUSTMENT OF RENT The rent in subparagraph A above will be adjusted according to this paragraph notwithstanding any provision in that subparagraph to the contrary: 1. Rent shall be increased on each anniversary of the Commencement Date by an amount equal to Five Percent(5%) of the rent for the previous year. IV. COVENANTS AND CONDITIONS • A. CITY COVENANTS 1. Quiet Possession _LESSEE, paying the said rent and performing the covenants and Leases herein, shall and may at all times during the said term peaceably and quietly have,hold and enjoy the said PREMISES for the term thereof. 2. Assignment and Subleasing The parties agree that the expertise and experience of LESSEE are material considerations inducing the CITY to enter into this LEASE. LESSEE shall not assign, sell,Lease, merge, consolidate or transfer any interest in this LEASE nor the performance of any of LESSEE'S obligations herein,without prior written consent of the CITY, and any attempt by LESSEE to so assign this LEASE or will nghnot be unreasonably withheld.arising shall be void and of no effect. The consent of the C Notwithstanding the foregoing, LESSEE shall have the right to assign its rights under this LEASE without the consent of the CITY to any of its subsidiaries or affiliates or its parent company or to any successor in interest or entity acquiring fifty-one percent(51%) or more of its stocks or assets, provided however, that LESSEE shall not be released from any obligation under this LEASE without the written consent of the CITY. Additionally,Lessee may assign, mortgage, pledge,hypothecate or otherwise transfer without consent its interest in this Lease 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 similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 6 • 3. Hazardous Waste CITY represents and warrants that any activity concerning Hazardous Materials on the Site and the PREMISES which CITY and/or its agents undertakes or permits to be undertaken by other Lessees, Licensees or Permittees of CITY will be done in accordance with all local, state and federal regulations governing the proper use, storage, transportation and disposal of said materials. In addition to the indemnity provided in section IVB4(b), CITY shall indemnify, defend,protect and hold LESSEE harmless from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs or expenses (including attorney's fees) arising as a result of any Hazardous Materials which exist within the property, common areas,building or PREMISES as of the date first written above and any Hazardous Materials which are present within the property, common areas,building or PREMISES after said date which are not the result of the activities or omission of LESSEE. Notwithstanding the foregoing, nothing herein is intended to obligate LESSEE to bring the PREMISES into compliance with applicable requirements, ordinances and statutes unless such compliance is triggered by LESSEE's use, operations or LESSEE's Facilities constructed upon the PREMISES. Not withstanding any other provision of this Lease,LESSEE relies upon the representations stated herein as a material inducement for entering into this Lease. B. LESSEE COVENANTS 1. Compliance with Law LESSEE agrees, at its sole cost and expense, to comply with all the requirements, ordinances and statutes now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities,pertaining to the said PREMISES, or the operations conducted thereon. 2. Taxes LESSEE agrees to pay before delinquency all taxes, adjustments, and fees assessed or levied upon LESSEE or the Leased PREMISES, including the land and any buildings, structures,machines, appliances or other property or improvements erected,installed or maintained by LESSEE or by reason of the business or other activities of LESSEE upon or in connection with the Leased PREMISES. LESSEE recognizes and agrees that this Lease may create a possessory interest subject to property taxation, and that LESSEE may be subject to further payment of property or possessory interest taxes without any compensatory reduction in rent due to the CITY. 3. Hazardous Waste LESSEE shall not bring any hazardous materials onto the PREMISES except for those contained in its back-up power batteries (lead-acid batteries) and common material used in telecommunications operations, e.g., cleaning solvents.. LESSEE will treat all hazardous materials brought onto the PREMISES by it in accordance with all Federal, State and Local laws and regulations. In addition to the indemnity provided in section IVB4(a), LESSEE shall indemnify, defend,protect and hold CITY harmless from and against any and all claims, loss,proceedings, damages, causes of action, 7 liability, costs or expenses (including attorney's fees) arising as a result of any Hazardous Materials which exist within the property, common areas,building or PREMISES as a result of the activities or omission of LESSEE. 4. Indemnity a. LESSEE shall indemnify, defend, and hold harmless CITY, its employees, successors and assigns from and against any and all loss, cost, claim,liability, action, damage,injury to or death of any person(hereinafter referred to as "Claims"), including reasonable attorney's fees, occurring on the PREMISES and arising out of or connected with the negligence or willful misconduct of LESSEE, its agents or contractors, except for Claims arising out of the negligence or willful misconduct of CITY, its agents or contractors,breach of any duty or obligation by CITY under this Lease, or any condition relating to the PREMISES which LESSEE has no obligation to repair or maintain. b. CITY shall indemnify, defend, and hold harmless LESSEE, its employees, successors and assigns from and against any and all loss, cost, claim, liability, action, damage, injury to or death of any person(hereinafter referred to as "Claims"), including reasonable attorney's fees, arising out of or connected with negligence or willful misconduct of CITY,its agents or contractors, except for Claims arising out of the negligence or willful misconduct of LESSEE,its agents or contractors, violation of any law by LESSEE, its agents or contractors,breach of any duty or obligation by LESSEE under this Lease, or any condition relating to the PREMISES which CITY has no obligation to repair or maintain. c. The foregoing indemnity in a. and b. will survive the termination of this Lease. 5. Insurance Coverage LESSEE, at LESSEE'S sole cost and expense, shall procure and maintain for the duration of this LEASE, including any extensions of this LEASE and during the period that LESSEE is performing any work upon the expiration or earlier termination of this LEASE to remove the equipment from CITY property, insurance,naming CITY as an additional insured, against claims for injuries to persons or damage to property which may arise from, or in connection with,the performance of the work or provision of SERVICES hereunder by LESSEE,its agents, representatives, employees or subcontractors. a. Minimum Scope of Insurance The coverage shall include Commercial General Liability together with Broad Form Comprehensive General Liability including explosion, collapse and underground; Automobile liability including Code 1 (any auto), Code 2 (owned autos), Code 8 (hired autos) and Code 9 (nonowned autos); Workers' Compensation as required by the California Labor Code and Employers Liability insurance. b. Minimum Limits of Insurance LESSEE shall maintain limits no less than two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage in Commercial General Liability; three million dollars ($3,000,000) in 8 aggregate for public liability and five hundred thousand dollars ($500,000) combined single limit per accident for bodily injury and property damage in Automobile Liability; and Workers' Compensation and Employers Liability limits of one million dollars ($1,000,000)per occurrence. c. Deductibles and Self-insured Retention Any deductibles or self-insured retention must be declared to, and approved by the CITY. d. Policy Provisions The following provisions must be included in the policies: (1.) The CITY of Cupertino, its officers, employees, agents and contractors are to be covered as additional insured regarding liability arising out of activities performed by or on behalf of,LESSEE, products and completed operations of LESSEE, premises owned,Leased or used by LESSEE, and vehicles owned, Leased,hired or borrowed by LESSEE. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, employees, agents and contractors. (2.) LESSEE's insurance coverage shall be primary insurance as respects the CITY, its officers, employees, agents and contractors. Any insurance or self-insurance maintained by the CITY, its officers, employees, agents or contractors shall be excess of LESSEE'S insurance and shall not contribute with it. (3.) Any failure 1.0 comply with reporting provisions of the policies by LESSEE shall not affect coverage provided the CITY, its officers, employees, agents or contractors. (4.) All policies required by this LEASE shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in limits except after thirty (30) days prior written notice has been given to the CITY. e. Acceptability of Insurers The insurance carrier shall provide proof of their ratings. All ratings shall be a minimum of"Best A-7." f. Verification of Coverage The CITY shall provide all required forms. LESSEE shall furnish CITY with certificates ertificates and endos with all each policy affecting to be coverage required by this LEASE. The certificates be signed by a person authorized by that insurer to bind coverage on its behalf. g. Subcontractors LESSEE shall either include all subcontractors as insured under its policies or shall require all subcontractors to meet CITY's requirements listed above. 6. Maintenance and Repairs LESSEE agrees to assume full responsibility for the operation, maintenance, and repairs of the PREMISES throughout the term hereof without expenses to 9 the CITY unless otherwise specified herein, and to perform all repairs and replacem edit essar ary to maintain and preserve the PREMISES in good order, in a safe,healthy and sanitary co manner reasonably satisfactory to CITY,in compliance with all any applicable reg ulatioss and d law .s, or to LESSEE agrees that CITY shall not be required to perform y assume any expense not specifically assumed herein, in connection MIhin god rder andc ondition. expiration of this Lease,LESSEE will surrender the PREMISES to CITY 7. Nondiscrimination LESSEE agrees not tocreed,discriminate inr, ancestry, or any person or persons on account of race,marital status, sex,religious national origin in LESSEE'S use of the premises,including,but not limited to, the g and providing of oods, services, facilities,privileges, advantages and accommodations, and of employment. 8. Utility Costs LESSEE agrees to order,obtain and pay all utilities,including but not limited to water, gas, electricity,telephone, communications services, sanitary and drainage services, and service installation charges on any improvements made y LE REMISES E in accordance PREMISES. LESSEE shall also secure and utilize waste disposal services for th applicable local and state ordinances. All utilities on the Site shall be underground. by In the event utilities to the PREMISES are furnished by the CITY cost and are reilme suredCe provided privately installed sub-meters,LESSEE shall pay as additional rent the to the PREMISES and attributable to LESSEE'S use("Utility Charge"). LESSEE shall pay the estimated cost of the Utility Charge monthly in advance together with the monthly Rent. The parties per estimate the Utility Charge at the Commencement Date to be Two Hundred e i De frequent 250.r once month. During the lease term, at CITY's request(which request shall not the immegiatty preceding every twelve months),LESSEE shall calculate the actual Utility Charge twelve (12)months based on the readings from the privately installed sub-meters he parties sTh 1 adropt therty. If the actual Utility Charge varies from the estimated Utility Charges paid, Utility Charge to reflect LESSEE'S actual usage. 9. Waste Damage or Destruction LESSEE agrees to give such fire CITY Y of any fire or damage that may occur on the leased PREMISES within ten(10) days public or rage. LESSEE agrees not to commit or suffer to be committed refuse and obstructions, and to dispose of all nuisance, to keep the PREMISES clean and clear garbage, trash and rubbish in a manner reasonably satisfactory to the CITY. If the PREMISES is destroyed or damaged so as in LESSEE'S judgment,to of hinder damage its o ective use of CITY's property, LESSEE may elect to terminate this Lease as of the destruction by so notifying CITY in writing no more thane 0days es who h n not date o survive damage age or destruction. In such event, all rights and obligations oft p of this Lease shall cease as of the date of is the understood by LESSEE and CITY that this Lease is fully 10. Contin�ency It is y on contingent upon LESSEE obtaining final development approvals for construction approvals are not obtained pr on or the leased land from the CITY. In the event that such governmental pp before December 31, 2000, after due diligence by LESSEE, LESSEE shall have the right to terminate this agreement within 30 days by notifying CITY in writing. If terminated,LESSEE shall have no further obligation to pay rent or comply,with any other provision of this Lease. 11. Interference with Communications LESSEE'S facilities shall not disturb the communications configurations, equipment and frequency which exist on CITY's property on the Commencement Date (hereinafter referred to as "Pre-existing Communications"), and LESSEE's facilities shall comply with all non-interference rules of the Federal Communications Commission (FCC). CITY shall not permit the use of any portion of the Site in a way which interferes with the communications operations of LESSEE described in Paragraph I. A., above. Such interference with LESSEE's communications operations shall be deemed a material breach by CITY, and CITY shall have the responsibility to terminate said interference within a reasonable time of LESSEE's written notice to CITY. In the event any such interference does not cease within ten days time,the parties acknowledge that continuing interference will cause irreparable injury to LESSEE, and therefore, LESSEE shall have the right to terminate the Lease immediately upon notice to CITY. Notwithstanding the foregoing, Pre-existing Communications operating in the same manner as on the Commencement Date shall not be deemed interference. 12. Legal Proceedings LESSEE agrees that should it become necessary for CITY to commence legal proceedings to collect rent, recover possession, or enforce any other provision of this Lease, the prevailing party will be entitled to legal costs and expenses in connection therewith, including reasonable attorney's fees as determined by the court. The parties agree that the laws of the State of California shall be used in interpreting this Lease and will determine all rights and obligations hereunder, and it is agreed that this Lease is executed in Cupertino, CA. 13. Electromagnetic Fields LESSEE shall comply with all present and future laws, orders and regulations relating to Electromagnetic Fields (EMFs), and the American National Standards Institute(ANSI) standards. Without limiting the provision of LESSEE'S indemnity contained herein,LESSEE, on behalf of itself and its successors and assigns, shall indemnify the CITY from and against all claims of personal injuries due to EMFs to the extent such personal injuries are caused by LESSEE's facilities on the Premises. C. RESTRICTIVE CONDITIONS 1. Administration and Notices CITY's agent for control and administration of this Lease shall be the Director of Public Works of the CITY of Cupertino, and any communication relative to the terms or conditions or any changes thereto or any notice or notices provided for by this Lease or by law to be given or served upon CITY may be given or served by certified letter deposited in the United States mails, postage prepaid, and. addressed as indicated below,. Any notice.or notices provided for by this Lease or by law to be given or served upon LESSEE may be given or served by depositing in the United States mails,postage prepaid, a certified letter addressed to said LESSEE at the PREMISES or at such other address designated in writing by LESSEE, or may be personally served upon them or any person hereafter authorized by them to receive such notice. Any notice or notices given or served as provided herein shall be effectual and binding for all purposes upon the 11 • principals of the parties so served upon personal service or forty-eight (48)hours after mailing in the manner required herein: CITY: Director of Public Works City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 • LESSEE: Nextel of California,Inc. 1255 Treat Blvd., Suite 800 Walnut Creek,CA 94596 Attention: Property Management with a copy to: Nextel Communications 2001 Edmund Halley Drive Reston,VA 20191-3436 Sixth Floor,Mail Stop 6E630 Site Leasing Services; Contracts Manager CITY or LESSEE may, from time to time, designate any other address for this purpose by written notice to the other party. 2. Entry and Inspection CITY reserves the right to enter the PREMISES for the purpose of viewing and ascertaining the condition of the same,or to protect its interests in the PREMISES, or to inspect the operations conducted thereon. In the event that such entry or inspection by CITY discloses that the PREMISES are not in a safe,healthy and sanitary condition, CITY shall have the right, after thirty(30) days written notice to LESSEE,to have a necessary maintenance any all work done for and at the expense of LESSEE and LESSEE hereby agrees to pay promptly reasonable costs incurred by CITY in having such necessary lure to renmburse CITY for the reasonable the PREMISES in a safe,healthy and sanitary condition. costs incurred by CITY within thirty(30) days of completion of said maintenance work shall constitute a default of this Lease. 3. Holding Over.This Lease shall terminate without further notice at expiration of the term. Any holding over by LESSEE after expiration shall be under the same terms o t this in e se, as rights may be amended, and shall not constitute a renewal or extension or give LESSEE any the PREMISES except as otherwise expressly provided in this Lease. 4. Merger The voluntary or other surrender of this Lease by LESSEE, or a mutual cancellation thereof, shall not work a merger and shall, at the option of CITY, ter inat all it or any existing subleases or subtenancies or may, at the option of CITY, operate as an assignment of any or all such subleases or subtenancies. 12 5. Reservation of CITY Right's CITY hereby reserves all rights ,title and interest in any and all gas, oil,minerals and water beneath said Leased premises. CITY shall have the reasonable right to enter the PREMISES for the purpose of making repairs to or developing municipal services. CITY hereby reserves the right to grant and use such easements or establish and use such rights-of-way over, under, along and across the PREMISES for utilities, thoroughfares,or access as it may deem advisable for the public good. Provided, however, CITY shall not unreasonably interfere with LESSEE's use of the PREMISES and will reimburse LESSEE for physical damages,if any,to LESSEE's facilities located on the PREMISES resulting from CITY's exercising the rights retained in this paragraph. Such reimbursement may include a reduction in the annual rent proportionate to the amount of any physical damage as reasonably determined by CITY. CITY shall pay the costs of maintenance and repair of all CITY installations mace pursuant to the rights reserved herein. All utilities shall be underground. 6. Time is of the Essence Time is of the essence of each and all of the terms and provisions of this Lease and this Lease shall inure to the benefit of and be binding upon the parties hereto and any successor of LESSEE as fully and to the same extent as though specifically mentioned in each instance, and all covenants, stipulations and agreements in this Lease shall extend to and bind any assigns or sublessees of LESSEE. 7. Waiver The waiver by CITY of any term, covenant,or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition,or any subsequent breach of the same or any other terms, covenant or condition herein contained. The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a waiver of any preceding breach by LESSEE of any term, covenant or condition of this Lease,regardless of CITY's knowledge of such preceding breach at the time of acceptance of such rent. Failure on the part of CITY to require or exact full and complete compliance with any of the covenants, conditions or agreements of this Lease shall not be construed as in any manner changing the terms hereof and shall not prevent CITY from enforcing any provision hereof. 8. Recordation LESSEE may, at its cost, record this Lease or a memorandum of this Lease. 9. Title. a. CITY warrants that it has full right, power, and authority to execute this Lease; CITY further warrants that LESSEE shall have quiet enjoyment of the PREMISES during the Term of this Lease or any Renewal Term. b. LESSEE has the right to obtain a title report or commitment fora Leasehold title policy from a title insurance company of its choice. If, in the opinion of LESSEE,such title report shows any defects of title or any liens or encumbrances which may adversely affect LESSEE's use of the PREMISES, LESSEE shall have the right to terminate this Lease immediately upon written notice to CITY. 13 10. Captions. The captions of the various articles and paragraphs of this Lease are for convenience and ease of reference only and do not define, limit, augment, or describe the scope, content, or intent of this Lease or of any part of this Lease. 11. Entire Agreement This Lease contains the entire agreement between the parties. No promise,representation,warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on its own examination of this Lease, the counsel of its own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the PREMISES, to read the Lease or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice. 12. Severability The invalidity or illegality of any provision of this Lease shall not affect the remainder of the Lease. 13. Successors Subject to the provisions of this Lease on assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the heirs, successors, executors, administrators, assigns, sublessees,tenants, subtenants, and personal representatives of the respective parties. IN WITNESS WHEREOF, this Lease agreement is executed by CITY, acting by and through . the Mayor, and by LESSEE, acting by and through its lawfully authorized officers. APPROVED AS TO FO' . . City Attorney Charles Kilian CITY OF CUPERTINO /".. ..., :2 BY f TITl John Statton, Mayor NEXTEL OF CALIFORNIA, INC. �i8 i ti" TITLE Mark B.Nelson Vice President s ;M 2000 VICE PE C:E;'{ OF 1:4`.Gli i EFIING NIT:-:FE.1 4::Y.'" ,;Y:' 'J-:., I.'!:;=. ;I,., I GNA L • • EXHIBIT "A" CA-2151B/Hwy 280/87 10555 Mary Avenue • Cupertino, CA 95014 APN: 326.106-052 of 77.0. foot to the Southerly lino of the parcel of land convoyed to the State o California by Deasd rocordoJ 'October 22. 1959 in Nook 4582 of Official grdt pogo 479; - aloa last maid line North k9' %S' 33" Waist 97,.49 feet to the Easterly line of the pared of J,eaad conveyed to the Stotes of.ctliforaia by Doegt recorded Deco b 1. 1950 is Book 4999 of Official Mocards, pogea 436; Q....,. ..., alb lest maid liue South 0' 32' 03" West 188.D9 fact to the poi . of anent. • • . .� r• 0.474 of gstal mores mom or suss. As to 1 Move, this oodulyalets.r in made cur 044 rest' eesaa►ss of at freatosi and thg .. rtes horoby releases and rotiiu uishos to tint 8rontau any add all • abutter rights of racaoes•e appurtenant to 'cantor's yo ining'prspurty. is sad to saatW-ley• • PARCEL! • • ` at the Southeasterly corner of the 2.00 acre p rset of lind couveysd • to K. J,,,, - • oh, at um. by Deed recorded isbrawry 186 1948 look 1559 of Qf Eio 1 ooh. page 37; . • t.. � tbe southerly limo of oai.d parcel. north 83° 35' 33" cost 30.0* Zees; - 18arOa•0' 51' 31" fat 188.09 fast to.taw line common to the fie. • now dr ,rmerly, of a said K. Jekovich. of us. sand of 494 fvr;l, of wi the • 2 a1ons list said line South 89. 15' 33" Est 30.00 gat to the lino common. to the s, new or forsarly, of said IL Ja ovLoh;•ot-tsar=- of Mat -. .. .-- • t et al; t, - along lent; acid lino South 0° 52' :11" West 158.09 feat to the point • • of :_ t. •• • 0.130 of am etre. none or lams. - - :•: Ths 3.,., - a mist 05 used in the *trove descriptions are on tho California Syataa. Moo 3: .tipsy th2 abO4o distssmas by 1.0000495 to obteirk srot*M op,o1 distances, EXHIBIT "A" CA-2151B/IIWy 280/87 10555 Mary Avenue Cupertino, CA 95014 APN: 326-06-052 PAa__ '_ .MO. l .t >. NI at a point Oa t!a Wasati�o�d14�Edw�� etrLt��so Joe A. Sorel, of tribes!lead in the Deed ► et um dated February 8, 1945, recorded February 10, 1945 in Sock 1243 0. R.; pus # eta Mars County Racura#s, distant datum South 0' Ot' Seat 2320.4 *feet tb * South 0* pipe 1' East along the 'Easterly lin&& of said 40 acre • �� thaaa� tta at 52.09 feat to an iron pipe at the $out2a tee 1 cos � 0 aster r� ,g this South S9' 44' %da at along the Southerly tract 59.52 faert:. -o an hone pipe at the Southwesterly corner thereof; . ,.: thence North 0b X S' 30" boast alas; the Westerly line of void 40 ere tract •.32.09 fats • t ea North 89' 44' East 459.54 feet to he pain of begs nest • ,> N0 approximately 2.00 acres and 2stU portion. A. 1/4 o do 11 Township 7 South, Range . "-.��-- • 2 • E 11 ES011X at a potnt an the y met* 1Y limo of that certnth 40 nor* tract of Lloyd• ecribed to the Deed from oyd &. Edwards, et ux, to Jos A. Soca, st see. datsd Yebruery S, 1945, recorded pchrety 10, 1945, in hook 1243 0. R., page 2.. , State Clara County Records, distant thereon South 0' 08' heat 2464.4: fae*t Eras an iron pipe in the centerline of Somaatead yid; thane South 0' 08' East along: the Easterly line of said 40 acre tract 56.00 ' set to the $ortheasterly corner of.:.bat to certain 2�aeg a tract of dated dRass - •- in the Dead frogs Jos A. Soroi, a rabrua y 1S, 1949 in look 1569 0. a.., POP 37, Santa aura County rda►i At thence south 19' 44' Vast along tho Norcharly line of said.R *era tract 59.54 feat to the gortawe terly corner thereof 9a the Wastarly line of. said - acre tracts gi feet; S thence North 89' 441 Wont a7.aan; said laic tad lino reams 'thence North 59' 44' last sad parcila with the harthaardy lino of said 2 acre. tract 609.55 fact to'the point of hesinoing. -INO spprosiwately 0.65 ecrrrp and beia; a portion. of ,`.he So tb Ost 1-14 of tom. ,.,.. 11, Township 7 South, tangs 2 Wats X. D. .16 6 X. - ` TRW PA2CUS 1 anti 2 all that poetize t of isseetbed es Parcels 1 • and 2 . tha Dasid fTad� a6�a39�� at �� S�• eero�d �Srae' �.2,. 1964 its t� , tud ;,- : .:. acre a acre porticolsty described ease follows: ("*'*`'-7, :, - at ttia Son thegttorly gornor of b 2.00 as ... to N. ' sbavidha 04 uz.e by 2aad taotded rabrwry 13, 1949 is Mak l .9 of 0f La,,.=•: Ra earda. page 371 %:%'� • slams tbsrly l of said r Uwth d9 c. foot; fgala a tammmi.that boars Vorth 16' 121 Ades aa t, gatrilg a co P1,33 • right a ram of 1447.E foot, thrmea no mane of 4® 35' 2210 05 Mfg gz tlgt o Warth 12 151 35 ct a r n. a =am mf *Dam font Ozftesh '/ 7' WI Zee en 6..ve �1 T• RESOLUTION NO. 05-203 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF THE FIRST EXTENSION OF THE ANTENNA SITE LEASE AGREEMENT BETWEEN THE CITY OF CUPERTINO AND NEXTEL OF CALIFORNIA, INC. WHEREAS, on June 19, 2000, the City Council of the City of Cupertino approved Resolution 00-184, authorizing execution of an Antenna Site Lease Agreement (hereinafter Agreement) between the City of Cupertino and Nextel of California, Inc., a Delaware Corporation doing business as Nextel Communications (hereinafter Nextel) for the lease of facilities located at the Cupertino Service Center, 10555 South Mary Avenue; and WHEREAS, the original five-year term of the Agreement is set to expire on December 31, 2005; and WHEREAS, the Agreement provides for two additional five-year extensions of the agreement at the prerogative of Nextel; and WHEREAS, Nextel wishes to exercise the first five-year extension of the Agreement for the period beginning December 31, 2005, and ending on December 31, 2010, and there has been presented to the City Council a recommendation to authorize the City Manager to execute the first five-year extension of the Agreement, as well as the second extension allowed by the Agreement if Nextel wishes to exercise its option for a second extension. NOW, THEREFORE, BE IT RESOLVEI) that the City Council of the City of Cupertino hereby authorizes the City Manager to execute the first extension to the Agreement, as well as the second extension allowed by the Agreement i f Nextel wishes to exercise its option for a second extension, on behalf of the City of Cupertino PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 6th day of December 2005,by the following vote: Vote Members of the City Council AYES: Kwok, Lowenthal, Sandoval, James NOES: None ABSENT: Wang ABSTAIN: None ATTEST: APPROVED: /s/ Kimberly Smith /s/ Patrick Kwok City Clerk Mayor, City of Cupertino City Hall 10300 Torre Avenue Cupertino,CA 95014-3202 (408)777-3212 CITY OF FAX: (408)777-3366 CUPEVINO - OFFICE OF THE CITY MANAGER December 20, 2005 Nextel of California, Inc. 1255 Treat Boulevard, Suite 800 Walnut Creek, CA 94596 ATTN: Property Management Subject: Extension of Antenna Site Lease Agreement At its regular meeting of December 6, 2005, the Cupertino City Council adopted Resolution No. 05-203, authorizing the City Manager to execute a five-year extension of the Antenna Site Lease Agreement (Agreement) between the City of Cupertino and Nextel of California, Inc., a Delaware Corporation dba Nextel Communications. Please consider this letter as the executed approved five-year extension of the Agreement. All covenants, terms and conditions, including but not limited to payment of rent, maintenance of insurance, indemnification, repairs, utility costs, waste and destruction, as contained in the existing Agreement would remain in effect with the extension. The approved extension of the Agreement begins upon the December 31, 2005, expiration of the original term of the Agreement, and ends on December 31, 2010. In addition, a cost of living increase of 5% per year will continue to be applied annually to the rent for use of the site, per the terms of the agreement. Based on the initial lease amount of $1,800.00 per month, the fee upon renewal will begin at approximately $2,300.00 ($2,297.31) per month, and increase to almost $2,800.00 (S2,792.39) per month in the fifth year of the extension. If you h. e questions, please call Public Works at (408) 777-3354. Sinc: = y, D.vid W.1 app City Manager Copy to: Nextel Communications 2001 Edmund Halley Drive Reston, VA 20191-3436 Sixth Floor, Mail Stop 6E630 Site Leasing Services; Contracts Manager Printed on Recycled Paper a, City Hall 10300 Torre Avenue Cupertino,CA 95014-3202 (408)777-3212 CITY OF FAX: (408)777-3366 CUPEVINO - OFFICE OF THE CITY MANAGER December 20, 2005 Nextel of California, Inc. 1255 Treat Boulevard, Suite 800 Walnut Creek, CA 94596 ATTN: Property Management Subject: Extension of Antenna Site Lease Agreement At its regular meeting of December 6, 2005, the Cupertino City Council adopted Resolution No. 05-203, authorizing the City Manager to execute a five-year extension of the Antenna Site Lease Agreement (Agreement) between the City of Cupertino and Nextel of California, Inc., a Delaware Corporation dba Nextel Communications. Please consider this letter as the executed approved five-year extension of the Agreement. All covenants, terms and conditions, including but not limited to payment of rent, maintenance of insurance, indemnification, repairs, utility costs, waste and destruction, as contained in the existing Agreement would remain in effect with the extension. The approved extension of the Agreement begins upon the December 31, 2005, expiration of the original term of the Agreement, and ends on December 31, 2010. In addition, a cost of living increase of 5% per year will continue to be applied annually to the rent for use of the site, per the terms of the agreement. Based on the initial lease amount of $1,800.00 per month, the fee upon renewal will begin at approximately $2,300.00 ($2,297.31) per month, and increase to almost $2,800.00 ($2,792.39) per month in the fifth year of the extension. If you h. e questions,please call Public Works at (408) 777-3354. Sinc- : y, f .. , ‘,0;...,42_ Of-r_4445 Cp-k i D.vid W. app City Manager Copy to: Nextel Communications 2001 Edmund Halley Drive Reston, VA 20191-3436 Sixth Floor, Mail Stop 6E630 Site Leasing Services; Contracts Manager Printed on Recycled Paper NEXTEL 1505 Farm Credit Drive McLean, VA 22102 = 09834859 DATE 6/23/05 VENDOR NAME CITY OF CUPERTINO VENDOR NO. 0000013607 Igriiiiialingalgt 000MiiiiilliiiiiiiMIMMAitTUWERIMMii . .,":!::1:27:e#firailigninglali:1"ii,?...F:',:i(X.1::::11§Ija.:;.:;.::.f.Z.E.... ..0.4 CA2317HRNT0:7010544 06/21/05 CA-2317H 070105-073105 0.00 2,187.92 . PUBLIC WORKS JUN 1 PLEASE DETACH AND RETAIN THIS STATEMENT AS YOUR RECORD OF PAYMENT. 0.00 2,187.92 + REMOVE DOCUMENT ALONG THIS PERFORATION + :11.045.4,4:;:::•gti!;'::e.i.VMS41:41:::..:41013:,I''*0141.*0)0.180.:Ottta;iVANOVACOlg.KOSitt$.030;00.40:1:kititigiAWARE,PHEsEN-r.;..,,'',,,..• . • '''' M• 4 '11 '''Ill, i'ln-Ill'.4' IINg '',,'-'n :--,!: ' '' '. '''1'n -1,. 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'iiiNIV",1;101 404.4 1Pigi'" ';' I ,- : '-•, U'S,L,RAA;" .•::'''' .'•'.:',. ''''!''''•4','':'''' ■tf'llViiii til,,Plifili,"' ,-,,, ,',-' ,,,,,,,,,,,,,,,,,;;;,,,,,,,,,,,,.;; ;-,,....g ;,--,,,,,,,,,,,i;::'; ,,,,„,,,,,..; :.,,,,,,,,,,,4V,0:;',n7,n0nROS,V',,,,:,i,,,,.'''..i.,,e,-.,,,,,x,,,,,,,,,a,,,i,N.,-,:1-vc, ;-,!;1:A'n",:,0,n/';),.'!AnA n,il,""1'.., „ ,!',I' ..;,,',4„,„„,.,:„"1..,'.,,•;' '',!.,., "I: II.0 0 9 a 31,135910 1:06 L L L 27881: 3 29 979 L35 211° NEXTEL PUBLIC WORKS 044 MO Nextel Communications,Inc. 2001 Edmund Halley Drive Reston, VA 20191 April 1,2004 CITY OF CUPERTINO ATTN:CARMEN LYNAUGH/DIRECTOR OF PUBLIC WORKS 103000 TORRE AVENUE CUPERTINO,CA 95014 RE: Memorandum of Insurance To Whom It May Concern: Today's technology has given us the opportunity to expand and enhance how Nextel Communications delivers insurance information to you. After considerable review and discussion, we have decided to discontinue the issuance of individualized Certificates of Insurance. We made our decision based on the significant time and resources required to handle over 17,000 liability certificate requests each year. We will replace paper certificates with an online Memorandum of Insurance("MOI"). The MOI can be viewed and printed any time you need this information. This will not in any way affect your status as an additional insured on our liability policies. As of April 1, 2004,you may obtain information about Nextel's liability insurance coverage from the MOI on the following website: http://www.marsh.com/moi?client=3424 You will be asked to read and agree to the terms and conditions of service from Marsh USA prior to printing or viewing Nextel's MOI. Should you have any questions or require a liability Certificate of Insurance in lieu of the MOI,please contact Nextel's insurance broker Marsh USA. Contact informa- tion is available via the MOI web site. In order to expedite your inquiries please use the email address or fax number provided. Thank you for helping Nextel streamline this time-consuming process. Regards, Richard J.Burnheimer Senior Director Risk Management f_, I ; 'e' 0 a Marsh Page 1 of 4 MEMORANDUM OF INSURANCE I DATE OSApr-2004 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum.This Memorandum does not amend,extend or alter the coverage described below.This Memorandum may only be copied,printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use.Any other use,duplication or distribution of this Memorandum without the consent of Marsh is prohibited. "Authorized viewer" shall mean an entity or person which is authorized by the insured named herein to access this Memorandum via http://www.marsh.com/moi?client=3424.The information contained herein is as of the date referred to above. Marsh shall be under no obligation to update such information. PRODUCER COMPANIES AFFORDING COVERAGE Marsh USA Inc. — ("Marsh") Co.A Zurich American Insurance Company INSURED co.B National Union Fire Insurance Company Nextel Communications, Inc. (.AIG) 2001 Edmund Halley Drive Reston, Virginia 20191 co.0 Steadfast Insurance Company United States co.D COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY POLICY LIMITS LTR EFFECTIVE EXPIRATION LIMITS IN USD UNLESS OTHERWISE DATE DATE INDICATED C oMMERCIALILITY GLO 2984461- 01-Apr-2004 01-Apr-2005 AGC EGATE USD C GENERAL LIABILITY 01 01-Apr-2004 01-Apr-2005 2,000,000 OCCURRENCE GLO 2984462- PRODUCTS- USD 01 COMP/OP AGG 2,000,000 PERSONAL AND ADV USD INJURY 1,000,000 EACH OCCURRENCE USD 1,000,000 FIRE DAMAGE(ANY USD 250,000 ONE FIRE) MED EXP(ANY ONE USD 10,000 PERSON) A AUATBOL OBILE BAP 2984147- 01-Apr-2004 01-Apr-2005 COMBINED SINGLE USD LIMIT A ANY AUTO 03 (All States) 01-Apr-2004 01-Apr-2005 2,000,000 A Garagekeepers Liability MA 2984148-03 01-Apr-2004 01-Apr-2005 A (MA) 01-Apr-2004 01-Apr-2005 BODILY INJURY(PER TAP 2984149- PERSON) 03 (TX) BODILY INJURY(PER BAP 2984150- ACCIDENT) 03 (VA) PROPERTY DAMAGE B EXCESS LIABILITY BE2978032 01-Apr-2004 01-Apr-2005 EACH OCCURRENCE USD 4,000,000 AGGREGATE USD 4,000,000 GARAGE LIABILITY AUTO ONLY(PER http://www.marsh.com/MarshPortal/PortalMain?PID==AppMoiPublic&C=com.marsh.moi... 04/05/2004 Marsh Page 2 of 4 ACCIDENT) I OTHER THAN AUTO ONLY: EACH ACCIDENT AGGREGATE A COMPENSATION/ WC 2984145-03 01-Apr-2004 01-Apr-2005 WORKERS COMP Statutory A EMPLOYERS LIABILITY (All States) 01-Apr-2004 01-Apr-2005 LIMITS THE PROPRIETOR/ PARTNERS/ WC 2984144-03 EL EACH ACCIDENT USD EXECUTIVE OFFICERS ARE:INCLUDED (WI) 1,000,000 EL DISEASE-POLICY USD LIMIT 1,000,000 EL DISEASE-EACH USD EMPLOYEE 1,000,000 The Memorandum of Insurance serves solely to list insurance policies,limits and dates of coverage.Any modifications hereto are not authorized. MEMORANDUM OF INSURANCE I OS DATE -Apr-2004 This Memorandum is issued as a matter of information only to authorized viewers for their internal use only and confers no rights upon any viewer of this Memorandum.This Memorandum does not amend,extend or alter the coverage described below.This Memorandum may only be copied,printed and distributed within an authorized viewer and may only be used and viewed by an authorized viewer for its internal use.Any other use,duplication or distribution of this Memorandum without the consent of Marsh is prohibited. "Authorized viewer" shall mean an entity or person which is authorized by the insured named herein to access this Memorandum via http://www.marsh.com/moi?client=3424.The information contained herein is as of the date referred to above. Marsh shall be under no obligation to update such information. PRODUCER INSURED Marsh USA Inc. Nextel Communications, Inc. ("Marsh") 2001 Edmund Halley Drive Reston, Virginia 20191 United States ADDITIONAL INFORMATION The Commercial General Liability is subject to the following provisions: AUTOMATIC ADDITIONAL INSURED: The following provision is added to SECTION II PERSONS INSURED / WHO IS AN INSURED: 1. Any entity you are required in a written"incidental. contract" (hereinafter called Additional Insured") to name as an insured is an insured but only with respect to liability arising out or your premises, "your work" for the Additional Insured, or acts or omissions for the Additional Insured in connection with the general supervision of"your work" to the extent set forth below: a. The limits of insurance provided on behalf of the Additional Insured are not greater than those required by such contract. b. The coverage provided to the Additional Insured(s) is not greater than that customarily provided by http://www.marsh.cola/MarshPortal/PortalMain?PID==AppMoiPublic&C=com.marsh.moi... 04/05/2004 Marsh Page 3 of 4 the policy forms specified in and required by the contract. c. All insuring agreements, exclusions and conditions of the policy apply. d. In no event shall the coverages or limits of insurance be increased by such contract. ADDITIONAL INSURED—MANAGERS OR LESSORS OF PREMISES SECTION II - WHO IS AN INSURED is amended to include as an insured any manager or lessor of premises for whom Insured has agreed to provide coverage per contract, but only with respect to liability arising our of the ownership, maintenance or use of that part of the premises leased to you. ADDITIONAL INSURED—OWNERS, LESSEES OR CONTRACTORS SECTION II - WHO IS AN INSURED is amended to include as an insured any owner, lessee or contractor for whom insured has agreed to provide coverage per contract,but only with respect to liability arising out of your ongoing operations performed for that insured. ADDITIONAL INSURED —VENDORS SECTION II—WHO IS AN INSURED is amended to include as an insured any vendor for whom the insured has agreed to provide coverage per contract, but only with respect to "bodily injury" or "property damage" arising out of the insured products which are distributed or sold in the regular course of the vendor's business. ADDITIONAL INSURED —STATE OR POLITICAL SUBDIVISION—PERMITS SECTION II—WHO IS AN INSURED is amended to include as an insured any state or political subdivision for whom the Insured has agreed to provide coverage per contract. This insurance applies only with respect to operations performed by the Insured or on their behalf for which the state or political subdivision has issued a permit. ADDITIONAL INSURED —LESSOR OF LEASED EQUIPMENT SECTION II—WHO IS AN INSURED is amended to include as an insured any lessor of leased equipment for whom Insured has agreed to provide coverage per contract, but only with respect to their liability arising out of the maintenance, operation or use by your of the equipment, leased to you by such person organization. BLANKET WAIVER OF SUBROGATION If the insured is required by written contract or agreement, which is executed prior to a loss, to waive rights of recovery from others, the insurer agrees to waive rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. The Automobile Liability is subject to the following provisions: ADDITIONAL INSURED STATUS UNDER THE AUTOMOBILE LIABILITY POLICY: The "Who is an Insured" section is amended to include as an insured any person or organization for whom you have agreed under contract or agreement to provide insurance. However, the insurance provided shall not exceed the scope of coverage and or limits of this policy. Notwithstanding the foregoing sentence in no event shall the insurance provided exceed the scope of coverage and or limits required by said contract or agreement. http://www.marsh.com/MarshPortal/PortalMain?PID=AppMoiPublic&C=com.marsh.moi... 04/05/2004 Marsh Page 4 of 4 BLANKET WAIVER OF SUBROGRATION UNDER THE AUTOMOBILE LIABILITY The Insurer waives any right of recovery they may have against any person or organization where required by written contract or agreement because of a payment the insurer makes for injury or damage caused by an "accident" or"loss" resulting from the ownership, maintenance, or use of a covered "auto" for which a waiver of subrogation is required in conjunction with work performed by you for the designated person or organization. Said waiver must be executed prior to a loss. The Memorandum of Insurance serves solely to list insurance policies,limits and dates of coverage.Any modifications hereto are not authorized. Click here for a printer-friendly version of this document. http://www.marsh.com/MarshPortal/PortalMain?PID==AppMoiPublic&C=com.marsh.moi... 04/05/2004 CITY OF CUPEIJTINO To: Carol Augstine, Finance Manager From: Carmen Lynaugh Date: 01/05/2004 Subject: Nextel Rental amount for 2004 Every year a Five percent increase is due on Nextal's rental rate for their site at our Service Center. The current rate is $1984.50 per month and the new rate for 2004 is $2083.73 per month. Please make this change in their monthly billing. Thank you, U / II gel° z ,(Q,;/t -4erI -' CERTIFICATE NUMBER : H CERTIFICATE a. NsuRANCE NYC-000398569-11 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS MARSH USA,INC. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE 1255 23RD STREET N.W. POLICY.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE SUITE 400 AFFORDED BY THE POLICIES DESCRIBED HEREIN. WASHINGTON D.C.20037 COMPANIES AFFORDING COVERAGE Attn:KATHY CORRELL-202-263-7610 -- plair "U r, 1/ COMPANY J15780---2001-2 CA215 AC N IL ,y A Zurich American Insurance Company INSURED g? COMPANY NEXTEL COMMUNICATIONS, INC. '"� „if B National Union Fire Insurance Company(AIG) 2001 EDMUND HALLEY DRIVE — RESTON,VA 20191-3421 COMPANY C STEADFAST INSURANCE COMPANY COMPANY D THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MM/DD/YY) DATE(MM/DD/YY) C GENERAL LIABILITY GLO 2984461-00 04/01/03 04/01/04 GENERAL AGGREGATE _ $ 2,000,000 C X COMMERCIAL GENERAL LIABILITY GLO 2984462-00 04/01/03 04/01/04 PRODUCTS-COMP/OP AGG $ 2,000,000 CLAIMS MADE X OCCUR PERSONAL&ADV INJURY $ 1,000,000 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Any one fire) $ 250,000 MED EXP(Any one person) $ 10,000 A AUTOMOBILE LIABILITY BAP 2984147-02(ALL STATES) 04/01/03 04/01/04 COMBINED SINGLE LIMIT $ 2,000,000 A X ANY AUTO MA 2984148-02(MA) 04/0-1/03 04/01/04 A X ALL OWNED AUTOS TAP 2984149-02(TX) 04/0'1/03 04/01/04 BODILY INJURY $ A X SCHEDULED AUTOS BAP 2984150-02(VA) 04/0'1/03 04/01/04 (Per Person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) X GARAGEKEEPER'S LIABILITY PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ B EXCESS LIABILITY BE2860163 04/0'1/03 04/01/04 EACH OCCURRENCE $ 4,000,000 X UMBRELLA FORM AGGREGATE $ 4,000,000 OTHER THAN UMBRELLA FORM _ $ A WORKERS COMPENSATION AND WC 2984144-02 RETRQ WC STATU- OTHsB EMPLOYERS'LIABILITY ( ) 04/0'1/03 04/01/04 X TORY LIMITS A WC 2984145-02(DED.) 04/0'1/03 04/01/04 EL EACH ACCIDENT $ 1,000,000 THE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT $ 1,000,000 PARTNERS/EXECUTIVE OFFICERS ARE: EXCL EL DISEASE-EACH EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS EXCEPT WORKERS COMPENSATION,THE CITY OF CUPERTINO,ITS OFFICERS,EMPLOYEES,AGENTS AND CONTRACTORS ARE INCLUDED AS ADDITIONAL INSUREDS IF REQUIRED BY LEASE OR CONTRACTUAL AGREEMENT.SITE NUMBER/NAME:CA 2151B/HWY 280/85 PROPERTY ADDRESS: 10555 MARY AVENUE,CUPERTINO,CA 95014 ,CERTIFICATEI`HOLDER CANCEU.ATION -` ' .. SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL�fl DAYS WRITTEN NOTICE TO THE CITY OF CUPERTINO CERTIFICATE HOLDER NAMED HEREIN,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR ATTN:CARMEN LYNAUGH/DIRECTOR OF PUBLIC WORKS 103000 TORRE AVENUE LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE,ITS AGENTS OR REPRESENTATIVES,OR THE CUPERTINO,CA 95014 IS SUER OF THIS CERTIFICATE. MARSH USA INC. BY: Anita Delarue x ` " M M-I(3102} h VALID,A OF!mQ44,O1J0 WORLDCOM O Western Public Policy Group 201 Spear Street, Ninth Floor PUBLIC WORKS San Francisco, CA 94105 lr August 30, 2002 SEP 0 4 200? City of Cupertino Dept. of Public Works 10300 Torre Avenue Cupertino, CA 95014 Dear Sir/Madam: MClmetro Access Transmission Services LLC ("the Company"), an operating subsidiary of WorldCom, Inc., submits the attached Quarterly Report pursuant to Ordering Paragraph 20 of California Public Utilities Commission ("CPUC") Decision No. 95-12-057. The Quarterly Report documents the Company's compliance in your jurisdiction with the conditions and implementation of the mitigation measures contained in the CPUC Negative Declaration approved by CPUC D.95-12-057. As is required by CPUC D.95-12-057 and the associated Negative Declaration, the attached Quarterly Report contains: • A summary of the Company's anticipated construction projects in your jurisdiction for the coming quarter. • A description of the type of construction and the location of each project of the Company in your jurisdiction. • A summary of the Company's compliance with all mitigation measures for the projects listed. • A status of the Company's projects started in prior quarters in your jurisdiction. If you have any questions or need any additional information regarding the enclosed Quarterly Report, I can be reached at 415-228-2133 or louie.decarlo c(D.wcom.com. Sincerely, Louie DeCarlo Attachments 5D) SCP . } 0 00 ' 3 � 4 7 E ..- ` � -u ¥ -1 » k / / & � z Cl) 2 ƒ a 0 J air / @ ƒ / E2 JJ 0 \ 3a k / 7 a.a. = nn Ni ) ) G8 = 0 ƒ \\ 0 \ \ 9 c. = z 13 CD CD a 3 kk 2 0u sir Sr /3 g o to k . I 2A - o 0 3 / 6 f = 0 -0 % a cm pc / 0 c0 c 0 cir CO _ . 0 7k 2 CT \ B. CO CD -0 E z > 0- \ / ■ m = m m \ E / \ 2 CO \ { $ } \ & ® { \ / ) / G } Q � CD CA) = ER MClmetro Access Transmission Services LLC Quarterly Compliance Report 4th Quarter 2002 MClmetro Access Transmission Services LLC ("MClmetro") an operating subsidiary of WorldCom, Inc. ("WorldCom"), certified to provide competitive local exchange carrier service by California Public Utilities Decision 95-12-057 (December 20, 1995), hereby provides its quarterly report required pursuant to Ordering Paragraph 20 of Decision 95-12-057. A. Quarterly Mitigation Measures The Mitigated Negative Declaration set forth as Appendix D to Decision 95-12- 057 adopts a Mitigation Monitoring Plan comprised of certain specific Mitigation Measures with respect to which MClmetro must file quarterly reports. MClmetro has complied with the Mitigation Measures set forth therein with respect to each of the projects listed on the attached Project List (described further in Paragraph 5 below) in the following ways: 1) MClmetro has notified all local governments in whose jurisdiction MClmetro anticipates commencing construction of projects in the coming quarter; 2) In the course of applying for and receiving all necessary local permits, MClmetro has contacted local agencies with respect to each project to notify them of the project and responded to all inquiries and requests for coordination; 3) In meeting the requirements of the permits, MClmetro has worked with local agencies to address varied environmental issues, including those set forth in the Mitigated Negative Declaration; 4) WorldCom has engaged outside environmental consultants to work with MClmetro on an ongoing basis to ensure that MClmetro has responded and will be able to respond adequately to environmental issues as they arise; and 5) The Project List attached hereto as Schedule 1 summarizes the construction projects of MClmetro that are anticipated for the coming quarter.# The Project List contains a description of the type of construction and the location of each of the projects. * The Project List does not include those projects which consist of"curb-to- building" extensions of utility service which are less than one-tenth of a mile in length. B. Confidential Trade Secret Information All information set forth in the Project List is trade secret information, the disclosure of which would cause a loss of competitive advantage to WorldCom. Specifically, an aggregate list of the scope, location and timing of WorldCom projects statewide constitutes highly valuable information, the disclosure of which would allow WorldCom's competitors to ascertain the business plan and strategy for development of WorldCom statewide and beyond. The information contained in the list has not been disclosed to any person other than employees of WorldCom, including MClmetro, other than in connection with an application for a particular permit in an individual jurisdiction. Thus, the aggregate information attached to this document could be acquired by WorldCom's competitors only with great difficulty involving, among other things, direct inquiries with multiple local jurisdictions statewide in order to compile the information as contained in the Project List. Accordingly, the Project List is to be designated as confidential information subject to Public Utilities Code §583 and may not to be publicly disclosed by the Commission. 2 City Hall 10300 Torre Avenue Cupertino, CA 95014-3255 Telephone: (408)777-3354 CITY OF FAX: (408)777-3333 CUPEIONO _ PUBLIC WORKS DEPARTMENT Ralph A. Qualls,Jr.,Director June 26,2002 Patrick Cruzen Nextel Communications 1255 Treat Boulevard Walnut Creek, CA 94596 RE: Nextle Lease Agreement— 10555 Mary Avenue Dear Mr. Cruzen This letter is in regards to our discussion today regarding the over hang of the branches of the monopole tree outside of the lease area below the pole. The Public Works Department realizes that the tree pole was a requirement of the Planning Commission and is therefore allowed at this time. However if in the future the City needs to use this air space for any thing Nextel will clear the area for City's use. The need for this is highly unlikely but could be required in the future. If you have any questions please contact me at 408-777-3215. Sincerely, City of Cupertino COANVtA)-- Carmen Lynaugh Public Works Projects Manager r° Printed on Recycled Paper 1 G, munity Development Department 10300 Torre Avenue Cupertino,CA 95014 CITY OF Telephone(408)777-3308 CU PE INO _ Fax(408 777-3333 Planning Division January 16, 2002 Mr. Ashraf Rageh Nextel of California 1255 Treat Blvd., Suite 800 Walnut Creek, CA 94596 RE: Construction Nextel/MetroPCS TreepoLe, Cupertino Service Center, 10555 Mary Ave. Aush: It has been awhile since we talked about this project. I understand your construction team is getting started on this treepole, so it is a great time to review some things about the approval. I recently visited the Service Center to inform them about the project and the Community Development Department's expectations. 1. Before your building contractor and subcontractors visit the project site, they must make arrangements in advance with the Service Center Manager, Bob Rizzo, (408) 777-3269. Upon arrival they must check into the onsite Service Center office before driving into the corporation yard. 2. You will need to apply for a building permit. This will be reviewed by planning, building, public works engineering and the service center. 3. Your building plans should include a landscape & irrigation plan with the following items: a. Two, 24" boxed redwoods planted at the southwest corner of the property. The Service Center told me it has a waterline that runs along the southern property line that you can use for irrigation. b. A 35-foot tall tree planted near the treepole as shown on the approved plans. The tree should be irrigated as well. c. Planting and irrigation of vines placed next to the soundwall weepholes. You will need to design a"construction yard-proof' box to protect the vine plantings. The water line along the northern property line has inadequate water pressure for irrigation and will need to be upgraded. Give me a call if you have any questions. (408) 777-3257. Sincerely, Colin Jun Senior Planner Encl: approval documents, file no. 12-U-OC(M) Cc: Bob Rizzo, Carmen Lynaugh Printed on Recycled Paper �1r 1 CITY OF Department of Public Works CUPEPJINO Summary AGENDA ITEM AGENDA DATE November 19,2001 SUBJECT AND ISSUE Authorizing Nextel Communications to sublease Site No. CA-2151 at City of Cupertino Maintenance Yard to Metro PCS, Inc. BACKGROUND On June 19, 2000,the Council approved a five year Antenna Site Lease Agreement with Nextel Communications for the installation of mobile/wireless communication facilities at the Cupertino Service Center. Prior to Council approval of the agreement Nextel received approval from the Planning Commission for a use permit to install a tree pole and collocate the existing Pacific Bell Wireless facilities on the pole. Nextel was not successful in securing an agreement from Pacific Bell to collocate on their new pole so they decided to alter their current use permit. The Planning Commission at its September 25, 2001 meeting approved a modification to the use permit to install a tree pole and to collocate Metro PCS on the pole. Pacific Bell will be allowed to keep their pole at the site. Nextel is seeking permission to sublease space on the approved pole to Metro PCS in accordance with the lease agreement. Nextel would continue to be liable for the performance of all covenants, terms and conditions including,but not limited to the payment of rent, maintenance of insurance, indemnification, and repairs, utility costs, waste and destruction contained in the Antenna Site Lease Agreement. STAFF RECOMMENDATION Adoption of a resolution authorizing Nextel Communications to sublease Site No. CA- 2151 at City of Cupertino Maintenance Yard to Metro PCS, Inc. Submitted by: Approved for submission: G. Crt.44, Uc ct Ralph A. Qualls, Jr. David W. Knapp Director of Public Works City Manager glO O. CITY OF Department of Public Works CUPERJINO _ Summary AGENDA ITEM AGENDA DATE November 19,2001 SUBJECT AND ISSUE Authorizing Nextel Communications to sublease Site No. CA-2151 at City of Cupertino Maintenance Yard to Metro PCS, Inc. BACKGROUND On June 19, 2000,the Council approved a five year Antenna Site Lease Agreement with Nextel Communications for the installation of mobile/wireless communication facilities at the Cupertino Service Center. Prior to Council approval of the agreement Nextel received approval from the Planning Commission for a use permit to install a tree pole and collocate the existing Pacific Bell Wireless facilities on the pole. Nextel was not successful in securing an agreement from Pacific Bell to collocate on their new pole so they decided to alter their current use permit. The Planning Commission at its September 25, 2001 meeting approved a modification to the use permit to install a tree pole and to collocate Metro PCS on the pole. Pacific Bell will be allowed to keep their pole at the site. Nextel is seeking permission to sublease space on the approved pole to Metro PCS in accordance with the lease agreement. Nextel would continue to be liable for the performance of all covenants, terms and conditions including,but not limited to the payment of rent, maintenance of insurance, indemnification, and repairs, utility costs, waste and destruction contained in the Antenna Site Lease Agreement. STAFF RECOMMENDATION Adoption of a resolution authorizing Nextel Communications to sublease Site No. CA- 2151 at City of Cupertino Maintenance Yard to Metro PCS, Inc. Submitted by: Approved for submission: `' ALa War G Us cfak Ralph A. Qualls, Jr. David W. Knapp Director of Public Works City Manager Printed on Recycled Paper RESOLUTION NO. 01-240 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING NEXTEL COMMUNICATIONS TO SUBLEASE SITE NO. CA-2151 AT CITY OF CUPERTINO MAINTENANCE YARD TO METRO PCS, INC. WHEREAS, on June 19, 2000, the City Council approved an Antenna Site Lease Agreement with Nextel Communications for the installation of mobile/wireless communication facilities at the Cupertino Service Center(Site No. CA-2151); and WHEREAS, on September 25, 2001, the Planning Commission approved a modification to the use permit to install a tree pole and to collocate Metro PCS California/Florida, a Delaware Corporation, on said pole; and WHEREAS, Nextel seeks permission to sublease space on the approved pole to Metro PCS and agrees to continue to be liable for the performance of all covenants, terms and conditions of the Antenna Site Lease Agreement. NOW, THEREFORE, BE IT RESOLVEI) that the City Council of the City of Cupertino hereby authorizes Nextel Communications to sublease space on the approved pole at Site No. CA-2151. PASSED AND ADOPTED-at a regular-meeting of the-City Council of the City of - Cupertino this 19th day of November, 2001,by the following vote: Vote Members of the City Council AYES: Burnett, Chang, James, Lowenthal NOES: None ABSENT: None ABSTAIN: None ATTEST: APPROVED: /s/Kimberly Smith /s/Sandra James City Clerk Mayor, City of Cupertino City Hall ` C f 10300 Torre Avenue Cupertino,CA 95014-3255 CITY Of Telephone: (408)777-3354 C U w E RJ I N O — FAX: (408)777-3333 OFFICE OF THE MAYOR October 15, 2001 Nextel of California, Inc. dba Nextel Communications 1255 Treat Boulevard, Suite 800 Walnut Creek, California 94596 To Whom It May Concern: This letter shall hereby serve as the City of Cupertino's ("City") consent to Nextel of California, Inc., a Delaware Corporation, dba Nextel Communications' ("Nextel") sublease of ground and tower space on the premises as defined in the Antenna Site Lease Agreement between the City and Nextel commenced on December 31, 2000 ("Agreement"). As such, Nextel may sublease ground and tower space on the premises to MetroPCS California/Florida, a Delaware Corporation, dba MetroPCS, Inc. or to its parent company, subsidiaries,partners, and/or affiliates. The above consent to sublease is made specifically on the condition that Nextel of California, Inc. remains liable for the performance of all covenants, terms, and conditions (including, but not limited to the payment of rent, maintenance of insurance, indemnification, and repairs, utility costs, waste and destruction) contained in the Antenna Site Lease Agreement between the City and Nextel commenced on December 31, 2000, and any amendments thereto. Sincerely, / ayor, City of Cuppino . Post-it®Fax Note 7671 Date/2 ZO/o/ Js� r To Pa fry�� Fro 7� .h n u u Co./Dept. Co.CCCCCC y ATTEST: Phone# Phone# / J • 7 1- 32J3 • Fax# 2 7 ?9�26�3 Fax 333 City Clerk / a APP 9V D AS 'O viRM: ity Attorney Printed on Reey:Iad Paper J 10300 Torre Avenue Cupertino,CA 95014 (408)777-3308 CITY OF FAX(408)777-3333 CUPERJINO _ Community Development Department September 25, 2001 Mr. AShraf Rageh Nextel of California 1255 Treat Blvd., Suite 800 Walnut Creek, CA 94596 SUBJECT: PLANNING COMMISSION ACTION LE'ITER- 12-U-00(M) This letter confirms the decision of the Planning Commission, given at the meeting of September 25, 2001, approving a use permit modification to delete the requirement to remove an existing antenna monopole (Pac Bell Wireless)and allow co-location on an approved antenna"treepole" (Nextel)with a different wireless company, according to Planning Commission Resolution No. 6110. Please be aware that this modification is approved for a period of two years effective September 24, 2001 and expiring on September 24, 2003. Also note that an appeal of this decision can be made within 14 calendar days of the decision. If this occurs, you will be notified of a public hearing,which will be scheduled before the City Council. Sincerely, . Ctrez. Colin J g Community Development Department Enclosure: Resolution No. 6110 g:/planning/post hearing/actionletterl2u00(m) Printed on Recycled Paper 12-U-00(M) CITY OF CUPERTINO 10300 Tone Avenue Cupertino, California 95014 RESOLUTION NO. 6110 OF THE PLANNING COMMISSION OF THE CITY OF CUPERTINO APPROVING MODIFICATIONS TO A USE PERMIT TO: 1) DELETE THE REQUIREMENT TO DEMOLISH AN EXISTING 40-FOOT TALL PERSONAL COMMUNICATIONS SERVICES MONOPOLE AND RELOCATE ITS ANTENNAE, AND 2)MODIFY AN APPROVED 60-FOOT TALL TREE POLE THAT HOSTS 12,4-FOOT LONG PANEL ANTENNAE AT 52 FEET AND THREE PANEL ANTENNAE AT 60 FEET IN:HEIGHT,A 10' X 20' X 10' BASE EQUIPMENT SHELTER, AND 9' X 13' EQUIPMENT PAD AT 10555 MARY AVENUE SECTION I: FINDINGS WHEREAS, the Planning Commission of the City of Cupertino received an application for a Use Permit, as described in Section II. of this Resolution; and WHEREAS,the necessary public notices have been given in accordance with the Procedural Ordinance of the City of Cupertino, and the Planning Commission has held one or more public hearings on this matter; and WHEREAS, the applicant has met the burden of proof required to support said application; and has satisfied the following requirements: 1) The proposed use, at the proposed location, will not be detrimental or injurious to property or improvements in the vicinity, and will not be detrimental to the public health, safety, general welfare, or convenience; 2) The proposed use will be located and conducted in a manner in accord with the Cupertino Comprehensive General Plan and the purpose of this title. NOW,THEREFORE,BE IT RESOLVED: That after careful consideration of maps, facts, exhibits, testimony and other evidence submitted in this matter, the application for Use Permit is hereby recommended for approval, subject to the conditions which are enumerated in this Resolution beginning on Page 2 thereof; and That the subconclusions upon which the findings and conditions specified in this resolution are based and contained in the public hearing record concerning Application No. 12-U-00(M) as set forth in the Minutes of the Planning Commission Meeting of September 10, 2001 and are incorporated by reference as though fully set forth herein. Resolution No. 6110 12-U-00(M) September 10, 2001 Page-2- SECTION II: PROJECT DESCRIPTION Application No.: 12-U-00(M) Applicant: Nextel of California, Inc. Property Owner: City of Cupertino Location: 10555 Mary Avenue SECTION III: CONDITIONS ADMINISTERED BY THE COMMUNITY DEVELOPMENT DEPT. 1. APPROVED EXHIBITS Approval is based on Exhibits titled: "HWY 280/85 MARY AVE., CA-2151 B", consisting of 3 sheets labeled T-1 and A-1 dated 7/23/01, and C-1 dated 4/18/00, except as may be amended by the conditions contained in this resolution. 2. RELATIONSHIP OF PERMIT APPROVAL TO OTHER APPROVALS This use permit approval modifies and supersedes Planning Commission Resolution No. 6049 adopted on August 14, 2000. 3. CO-LOCATION OF ANTENNAE The use permit is for two sets of antennae co-located on the same tree pole. In the event a wireless carrier elects to remove its antennae from the mast, the mast owner shall make the mast available to other wireless carriers for antenna location subject to City approval. The co-location agreement shall be at market rates with reasonable compensation to the mast owner. 4. ABANDONMENT If after installation, the aerial is not used for its permitted purpose for a continuous period of 18 months, said aerial and associated facilities shall be removed. The applicant shall bear the entire cost of demolition. 5. EXPIRATION DATE This use permit shall expire five (5) years after the effective date of the permit. The applicant may apply for a renewal of the use permit at which time the Planning Commission may review the state of wireless communication technologies to determine if the aerial facility can be reduced in height or size. 6. TREE POLE APPEARANCE AND MAINTENANCE The applicant shall use a sufficient number of artificial branches to obscure the appearance of the panel antennae and any associated mounting framework. Panel antennae mounted away from the mast shall be painted to match the green foliage of the art ificial branches. The mast and any panel antennae mounted close to the mast shall be painted brown to mimic a tree trunk. The applicant shall perform regular maintenance of the permitted tree pole to maintain its appearance and obscure the panel antennae from public view. Resolution No. 6110 12-U-00(M) September 10, 2001 Page-3- 7. LANDSCAPE SCREENING The applicant shall work with Community Development staff to provide additional onsite landscape screening near the pole and at the southwest corner of the Service Center where there is visibility to the adjacent residences. The applicant shall plant a 35-foot tall tree near the tree pole. Location and species are subject to the approval of the Community Development Director. Vines shall be planted and irrigated near the sound wall weep holes. In addition two 24-inch boxed Coastal Redwood trees shall be planted and irrigated at the southwest corner of the property. 8. TREEPOLE DESIGN FOR FUTURE CO-LOCATION OF ANTENNA The applicant shall design and construct the tree pole to accommodate a future co-location of antennae at a subordinate height to the approved sets of antennae. PASSED AND ADOPTED this 10th day of September 2001, at a Regular Meeting of the Planning Commission of the City of Cupertino, State of California,by the following roll call vote: AYES: COMMISSIONERS: Corr, Patnoe, Chen, Auerbach and Chairperson Kwok NOES: COMMISSIONERS: ABSTAIN: COMMISSIONERS: ABSENT: COMMISSIONERS: ATTEST: APPROVED: /s/Steve Piasecki /s/Patrick Kwok Steve Piasecki Patrick Kwok, Chair Director of Community Development Cupertino Planning Commission g:/planning/pdreport/res/12u00(M) Ion Ail 23 13:21:30 2001 I z —1 kI ,,.. -,, s se � CL r Z wwr•K. ° / I /a U a Z pO N n D r m '=< . Z 1111 0 PIE 912 X Z '��° 0 CO Ny � R (l) D egg 1 :A _CD I —I P N ro C) rn @ ^ n r N 0== 0 _ i V) N44414N... 171 (.1) K ,-----, 0 -I 0 , 1 ............... 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As referred to in the Site License Agreement between the City of Cupertino ("city") and Nextel Communications commenced on 12/21/00, section IV. Covenants and Conditions, A. City Covenants subsection: 2. Assignments and Subleasing. I have enclosed a letter for your review, approval, and signature. Please sign and return to me. Thank you, Molly Ziemer Nextel Communications 1255 Treat Blvd. Walnut Creek, 94596 (925)279-5636 Office (925)260-8698 Mobile cc Nextel Communications July 17,2001 Nextel of California, Inc. d/b/a Nextel Communications 1255 Treat Blvd.,Suite 800 Walnut Creek, CA 94596 To Whom It May Concern: This letter shall hereby serve as the City of Cupertirio's ("City") consent to Nextel of California, Inc., a Delaware corporation,d/b/a Nextel Communications'("Nextel")sublease of ground and tower space on the Premises as defined in the Antenna Site Lease Agreement between the City and Nextel commenced on December 31,2000("Agreement"). As such, Nextel may sublease ground and tower space on the Premises to MetroPCS California/Florida, a Delaware corporation, d/b/a MetroPCS, Inc. or to its parent company,subsidiaries,partners and/or affiliates. Sincerely, MAYOR,CITY OF CUPERTINO CITY CLERK,CITY OF CUPERTINO APPROVED AS TO FORM: CITY ATTORNEY City Hall 10300 Torre Avenue CITY OF Cupertino,CA 95014-3255 C U P S ITT I N O (408)777-3354 FAX(408)777-3333 PUBLIC WORKS DEPARTMENT Ralph A.Qualls,Jr.,Director March 26, 2001 Patrick Cruzen Nextel Communications 1255 Treat Boulevard Walnut Creek, CA 94596 Subject: Nextel Lease Agreement— 10555 Mary Avenue Dear Mr. Cruzen This letter responds to your proposal to amend your current lease to the effect that the lease term (and therefore monthly payments) would not commence until April 31, 2001. This also follows our phone conversation last month to the effect that, while I was not inclined to forward the proposal with a positive recommendation to the City Council, I would withhold any response until I had reviewed the Planning Commission action on the permit conditions in light of your concerns and your request. I'm sorry that it has taken until now to accomplish that review, however, I have now done so and have the following to offer. The site you proposed(the City's Municipal Service Center) and the use (a wireless Communications facility) under our regulations requires approval by the City Planning Commission in order to address any concerns or impacts to the site or surrounding areas of the community. It is completely within the Commission's jurisdiction and responsibility to apply conditions such as installing the "treepole" and to require collocation of other like facilities. Your objection and request for relief from the monthly payments apparently stems from the delays in implementing the facility because of delays attributed to Pacific Bell Wireless (PBW) in reaching an agreement for the collocation of the facilities. Printed on Recycled Paper It is my conclusion that the problems and delay that you are experiencing are the results of a private third party business transaction and not the responsibility of the City. Your lease agreement allows the use (collocated with PBW) of that site, and while it is unfortunate that you have been unable to close your arrangements with PBW the City has had to hold that site available to you and is entitled to the agreed compensation for that entitlement. The Planning Commission's conditions do not, in any way, form the basis for a request that the City relieve you of your responsibility to make the lease payments during the time you have held that right on the site. As such, I can find no compelling reason to make a recommendation to the City Council to amend your agreement to that effect. I am therefore returning your original signed amendment and do not intend to take any further action with respect to your request. Sincerely, va-P-4-‘,11adta (Act- Ralph A. Qualls, Jr. Director of Public Works C: David Knapp, City Manager AMENDMENT NO. 1 This Amendment No. 1 ("Amendment") is attached to and made a part of the Antenna Site Lease Agreement executed June 14, 2000 ("Agreement") by and between the CITY OF CUPERTINO, a municipal corporation, (herein calles "Lessor") and NEXTEL OF CALIFORNIA, INC., a Delaware corporation, d/b/a Nextel Communications, (herein called "Lessee"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. That the date upon which this Amendment shall take effect shall be retroactive to December 30, 2000. 2. That the first sentence of Section No. II entitled "TERM OF LEASE" subsection A entitled "COMMENCEMENT AND TERMINATION" is hereby amended as follows: The term of this Lease (Term) shall be for five (5) years commencing with the issuance of a local bu;.lding permit allowing LESSEE to construct its mobile/wireless comunications facilities on the PREMISES, or April 31, 2001, whichever is earlier(hereinafter referred to as "Commencement Date"). IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the day of ,2000. LESSOR: LESSEE: CITY OF CUPERTINO, NEXTEL OF CALIFORNIA, INC., a municipal corporation a Delaware corporation, d/b/a Nextel Communications By: By: Colin E.Holland Date: Date: //c)401 Title: Title: Regional VP of Engineering & Operations ,/ City Hall 10300 Torre Avenue CITY OF Cupertino,CA 95014-3255 CU P E ITT I N 0 (408)777-3354 FAX(408)777-3333 PUBLIC WORKS DEPARTMENT Ralph A. Qualls,Jr.,Director March 26, 2001 Patrick Cruzen Nextel Communications 1255 Treat Boulevard Walnut Creek, CA 94596 Subject: Nextel Lease Agreement— 10555 Mary Avenue Dear Mr. Cruzen This letter responds to your proposal to amend your current lease to the effect that the lease term (and therefore monthly payments) would not commence until April 31, 2001. This also follows our phone conversation last month to the effect that, while I was not inclined to forward the proposal with a positive recommendation to the City Council, I would withhold any response until I had reviewed the Planning Commission action on the permit conditions in light of your concerns and your request. I'm sorry that it has taken until now to accomplish that review, however, I have now done so and have the following to offer. The site you proposed(the City's Municipal Service Center) and the use (a wireless Communications facility) under our regulations requires approval by the City Planning Commission in order to address any concerns or impacts to the site or surrounding areas of the community. It is completely within the Commission's jurisdiction and responsibility to apply conditions such as installing the "treepole" and to require collocation of other like facilities. Your objection and request for relief from the monthly payments apparently stems from the delays in implementing the facility because of delays attributed to Pacific Bell Wireless (PBW) in reaching an agreement for the collocation of the facilities. r squ._� Printed on Fecycled Paper It is my conclusion that the problems and delay that you are experiencing are the results of a private third party business transaction and not the responsibility of the City. Your lease agreement allows the use (collocated with PBW) of that site, and while it is unfortunate that you have been unable to close your arrangements with PBW the City has had to hold that site available to you and is entitled to the agreed compensation for that entitlement. The Planning Commission's conditions do not, in any way, form the basis for a request that the City relieve you of your responsibility to make the lease payments during the time you have held that right on the site. As such, I can find no compelling reason to make a recommendation to the City Council to amend your agreement to that effect. I am therefore returning your original signed amendment and do not intend to take any further action with respect to your request. Sincerely, *-N-4.4.1,Gta ate-- Ralph A. Qualls, Jr. Director of Public Works C: David Knapp, City Manager AMENDMENT NO. 1 This Amendment No. 1 ("Amendment") is attached to and made a part of the Antenna Site Lease Agreement executed June 14, 2000 ("Agreement") by and between the CITY OF CUPERTINO, a municipal corporation, (herein calles "Lessor") and NEXTEL OF CALIFORNIA, INC., a Delaware corporation. d/b/a Nextel Communications, (herein called "Lessee"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. That the date upon which this Amendment shall take effect shall be retroactive to December 30, 2000. 2. That the first sentence of Section No. II entitled "TERM OF LEASE" subsection A entitled "COMMENCEMENT AND TERMINATION" is hereby amended as follows: The term of this Lease (Term) shall be for five (5) years commencing with the issuance of a local building permit allowing LESSEE to construct its mobile/wireless comunications facilities on the PREMISES, or April 31, 2001, whichever is earlier(hereinafter referred to as"Commencement Date"). IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the day of , 2000. LESSOR: LESSEE: CITY OF CUPERTINO, NEXTEL OF CALIFORNIA, INC., a municipal corporation a Delaware corporation, d/b/a Nextel Communications By: By: Colin E. Holland Date: Date: /J0140 Title: Title: Regional VP of Engineering & Operations 0 EI Whalen&Company, Inc.— Nextel Communications Bay Area Project 1255 Treat Blvd., Suite 800, Walnut Creek, CA. 94596 January 29, 2001 The City of Cupertino c/o Department of Public Works 10300 Torre Avenue Cupertino, CA. 95014 Attn.: Ms. Carmen Lynaugh RE: Nextel Communications Lease for Wireless Facility at the Cupertino City Yard, 10555 Mary Avenue, Cupertino Nextel Site No.: CA 2151 B—]Elwy 280/85 Dear Ms. Lynaugh, Enclosed you will find the proposed amendment to the lease between The City of Cupertino & Nextel Communications, which has been signed by Nextel in anticipation of counter signature by the City of Cupertino. In the planning process, the City of Cupertino required that Nextel install a treepole and collocate Pacific Bell Wireless' (PBW) antennas on the treepole to gain planning's approval. This required Nextel to make arrangements with another wireless carrier (a third party) to finalize a design preliminary to construction of the wireless facility. This process has been slowed substantially by PBW being in protracted negotiations with SpectraSite regarding collocation rights upon PBW sites. These negotiations have kept Nextel from finalizing an agreement to collocate the PBW's antennas on to the proposed Nextel treepole. Nextel is dealing with PBW and SpectraSite with regard to the collocation at the City of Cupertino Yard, 10555 Mary Street. Nextel is optimistic that by the end of April, as per the amendment to the Cupertino / Nextel lease, that arrangements will be finalized to collocate the PBW antennas onto Nextel's treepole. Should the agreement between either PBW (or SpectraSite) be finalized sooner, which would allow Nextel to obtain a building permit for the proposed treepole, the amendment contains the caveat that the lease will commence upon receipt of said building permit. Nextel greatly appreciates the City's indulgence in this matter. I am available at (925) 382-9805 should you have further question with regard to this matter. Thank you for your time and consideration. Sincerel Patric Cruzen Project anager Whalen & Company,Inc. Site Acquisition Consultant for Nextel cc Ralph Qualls,Director of Public Works. City of Cupertino Angela Colville,Nextel,Property Management file o me Whalen&Company, Inc.— Nextel Communications Bay Area Project 1255 Treat Blvd., Suite 800, Walnut Creek, CA. 94596 January 29, 2001 The City of Cupertino c/o Department of Public Works 10300 Torre Avenue Cupertino, CA. 95014 Attn.: Ms. Carmen Lynaugh RE: Nextel Communications Lease for Wireless Facility at the Cupertino City Yard, 10555 Mary Avenue, Cupertino. Nextel Site No.: CA 2151 B—Hwy 280/85 Dear Ms. Lynaugh, Enclosed you will find the proposed amendment to the lease between The City of Cupertino & Nextel Communications,which has been signed by Nextel in anticipation of counter signature by the City of Cupertino. In the planning process, the City of Cupertino required that Nextel install a treepole and collocate Pacific Bell Wireless' (PBW) antennas on the treepole to gain planning's approval. This required Nextel to make arrangements with another wireless carrier (a third party) to finalize a design preliminary to construction of the wireless facility. This process has been slowed substantially by PBW being in protracted negotiations with SpectraSite regarding collocation rights upon PBW sites. These negotiations have kept Nextel from finalizing an agreement to collocate the PBW's antennas on to the proposed Nextel treepole. Nextel is dealing with PBW and SpectraSite with regard to the collocation at the City of Cupertino Yard, 10555 Mary Street. Nextel is optimistic that by the end of April, as per the amendment to the Cupertino / Nextel lease, that arrangements will be finalized to collocate the PBW antennas onto Nextel's treepole. Should the agreement between either PBW (or SpectraSite) be finalized sooner, which would allow Nextel to obtain a building permit for the proposed treepole,the amendment contains the caveat that the lease will commence upon receipt of said building permit. Nextel greatly appreciates the City's indulgence in this matter. I am available at (925) 382-9805 should you have further question with regard to this matter. Thank you for your time and consideration. Sincerely, Patric Cruzen Project anager Whalen& Company,Inc. Site Acquisition Consultant for Nextel cc Ralph Qualls,Director of Public Works, City of Cupertino Angela Colville,Nextel, Property Management file • AMENDMENT NO. 1 This Amendment No. 1 ("Amendment") is attached to and made a part of the Antenna Site Lease Agreement executed June 14, 2000 ("Agreement") by and between the CITY OF CUPERTINO, a municipal corporation, (herein calles "Lessor") and NEXTEL OF CALIFORNIA, INC., a Delaware corporation, d/b/a Nextel Communications, (herein called "Lessee"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: 1. That the date upon which this Amendment shall take effect shall be retroactive to December 30, 2000. 2. That the first sentence of Section No. II entitled "TERM OF LEASE" subsection A entitled "COMMENCEMENT AND TERMINATION" is hereby amended as follows: The term of this Lease (Term) shall be for five (5) years commencing with the issuance of a local building permit allowing LESSEE to construct its mobile/wireless comunications facilities on the PREMISES, or April 31, 2001, whichever is earlier(hereinafter referred to as"Commencement Date"). IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the day of , 2000. LESSOR: LESSEE: CITY OF CUPERTINO, NEXTEL OF CALIFORNIA, INC., a municipal corporation a Delaware corporation, d/b/a Nextel Communications By: By: ed Colin E. Holland•Waal W Date: Date: j/a4 O 3 ate. gm lir Pr: 41) Title: Title: Regional VP of Engineering & Operations DIKE Whalen&Company, Inc.— Nextel Communications Bay Area Project 1255 Treat Blvd., Suite 800, Walnut Creek, CA. 94596 January 29, 2001 The City of Cupertino c/o Department of Public Works 10300 Torre Avenue Cupertino, CA. 95014 Attn.: Ms. Carmen Lynaugh RE: Nextel Communications Lease for Wireless Facility at the Cupertino City Yard, 10555 Mary Avenue, Cupertino. Nextel Site No.: CA 2151 B—Hwy 280/85 Dear Ms. Lynaugh, Enclosed you will find the proposed amendment to the lease between The City of Cupertino & Nextel Communications, which has been signed by Nextel in anticipation of counter signature by the City of Cupertino. In the planning process, the City of Cupertino required that Nextel install a treepole and collocate Pacific Bell Wireless' (PBW) antennas on the treepole to gain planning's approval. This required Nextel to make arrangements with another wireless carrier (a third party) to finalize a design preliminary to construction of the wireless facility. This process has been slowed substantially by PBW being in protracted negotiations with SpectraSite regarding collocation rights upon PBW sites. These negotiations have kept Nextel from finalizing an agreement to collocate the PBW's antennas on to the proposed Nextel treepole. Nextel is dealing with PBW and SpectraSite with regard to the collocation at the City of Cupertino Yard, 10555 Mary Street. Nextel is optimistic that by the end of April, as per the amendment to the Cupertino / Nextel lease, that arrangements will be finalized to collocate the PBW antennas onto Nextel's treepole. Should the agreement between either PBW (or SpectraSite) be finalized sooner, which would allow Nextel to obtain a building permit for the proposed treepole, the amendment contains the caveat that the lease will commence upon receipt of said building permit. Nextel greatly appreciates the City's indulgence in this matter. I am available at (925) 382-9805 should you have further question with regard to this matter. Thank you for your time and consideration. Sincerely, Patric Cruzen Project anager Whalen & Company,Inc. Site Acquisition Consultant for Nextel cc .,Director of Public Works. City of Cupertino -6 a Colville,Nextel, Property Management file • AMENDMENT NO. 1 This Amendment No. 1 ("Amendment") is attached to and made a part of the Antenna Site Lease Agreement executed June 14, 2000 ("Agreement") by and between the CITY OF CUPERTINO, a municipal corporation, (herein calles "Lessor") and NEXTEL OF CALIFORNIA, INC., a Delaware corporation, d/b/a Nextel Communications, (herein called "Lessee"). NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: 1. That the date upon which this Amendment shall take effect shall be retroactive to December 30, 2000. 2. That the first sentence of Section No. II entitled "TERM OF LEASE" subsection A entitled "COMMENCEMENT AND TERMINATION" is hereby amended as follows: The term of this Lease (Term) shall be for five (5) years commencing with the issuance of a local building permit allowing LESSEE to construct its mobile/wireless comunications facilities on the PREMISES, or April 31, 2001, whichever is earlier(hereinafter referred to as "Commencement Date"). IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the day of , 2000. LESSOR: LESSEE: CITY OF CUPERTINO, NEXTEL OF CALIFORNIA, INC., a municipal corporation a Delaware corporation, d/b/a Nextel Communications " " "-"•'• • • By: By: 6)-049- Colin E. Holland '�,�� job" Date: Date: i Jc: J o ; ; Title: Title: Regional VP of Engineering & • .•. Operations Nextel Communications 1255 Treat Boulevard, Suite 800 Walnut Creek, CA 94596 925 279-2300 FAX 925 279-2301 NEXTEL SENT VIA FEDERAL EXPRESS January 2, 2001 Department of Public Works City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attn: Carmen Lynaugh Re: Nextel Site #: CA-2151B/Hwy 280-85 Antenna Site Lease Agreement dated June 14, 2000 (`Agreement'), between NEXTEL OF CALIFORNIA, 1NC., a Delaware corporation, d/b/a Nextel Communications, hereinafter called "LESSEE"and the CITY OF CUPERTINO, a municipal corporation, hereinafter called "CITY" Dear Ms. Lynaugh: Pursuant to Paragraph II(A) of the above-referenced Agreement, Nextel hereby provides notice that the Commencement Date of the Agreement is December 31, 2000. Enclosed please find a letter regarding radio frequency(RF)awareness which you should retain for your records. Please sign below as your acknowledgement of the Commencement Date and return this letter in the enclosed Federal Express envelope. If you have any questions regarding your Agreement, please call me at(925)279-2508. We appreciate being your tenant. Sincer- let9k 9 Ca Ange olville Property Administrator Enclosure cc: Site Leasing Services Site Book PM File AGREED TO AND ACCEPTED: By: got u glicg4 Title: Thydy' c h { bit C wQ�E a Date: ` • it 0 / \\W TCNW FS 1\VOL 1\GLOBAL\eng\PropMgmt\ALLSITES\2151 b\Commence 1 I.dot 1 rG cNE . -`- January 2, 2001 Re: RF Awareness Information Nextel Site#: 2151B /Hwy 280-85 Dear Landlord or Site Manager: We are contacting all landlords of Nextel antenna sites to provide them and their site workers with helpful information on radio-frequency emissions ("RF") safety. As you may know, people who regularly work at communications sites, especially those who maintain building facilities and rooftop sites, must be made aware of RF and how it may affect them. Therefore, please share this information with all applicable site managers and/or other personnel who regularly perform tower or building maintenance services at your site(s), such as air conditioning repair workers and window washers. Because we expect that other telecommunications licensees and communications-related site workers already understand RF issues, you should not need to distribute this letter to them. While Nextel cannot provide you with legal or regulatory advice, we believe you will nevertheless find the information helpful. The Federal Communications Commission ("FCC") has established rules governing RF energy emitted from antenna sites. We encourage you to learn more about these rules by reviewing the FCC's Internet site at www.fcc.gov/oet/rfsafety. This web site contains the FCC's rules and regulations relating to RF, a set of frequently asked questions and answers, information on human exposure to RF and an explanatory document entitled OET Bulletin 65. If you have further questions you can contact the FCC's Office of Engineering and Technology in Washington, DC, or call the FCC's consumer information line, toll free at 1-888-CALL-FCC (1-888-225-5322). As you will see, by observing certain simple precautions suggested by the FCC, you and your personnel should be safe from RF harm. Nextel's RF Compliance and Safety Program is designed to fully comply with the FCC's RF safety rules and policies, including the FCC-mandated limits on RF emissions. Because every site has a different configuration of antennas with different combinations of licensees, the FCC does not mandate any one RF safety procedure. Therefore, the FCC generally suggests the following precautions: (1) let site tenants such as Nextel post RF notice signs at your site(s); (2) don't let anyone other than your authorized site workers approach any closer to an antenna than the point of the RF notice sign; and (3) don't let your tower or rooftop workers come any closer to the antennas than the distances specified in any RF notice signs posted at the site. We appreciate your cooperation in assisting Nextel ensure RF safety at all of our sites. Although distributing this letter requires some follow-up on your part, we consider such a step important to ensure the safety of your building workers and the general public. Please call your local Nextel property manager if you have any questions. Nextel Communications 1255 Treat Boulevard, Suite 800,Walnut Creek,CA 94596 NEXTEL PUBLIG WORKS SEP ki 770 SENT VIA FEDERAL EXPRESS September 6, 2000 Director of Public Works City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attn: Carmen Lynaugh RE: Insurance Forms Nextel Site# CA2151B /Hwy 280/85 Dear Ms. Lynaugh: Pursuant to Paragraph 4 of the Antenna Site Lease Agreement between the City of Cupertino and Nextel of California, Inc., enclosed please find the original completed insurance documents. If you have any questions, please contact me at (925) 279-2508. Sincere •,, (A/Q— Anger Colville Property Administrator cc: Site Book Property Management NHQ Site Leasing Services d 6/ , ►� o Aug-21-00 01:44pm From-TTI TETRA TECH EM INC +9168520307 T-398 P.02/07 F-335 _ ASTM ENVIRONMENTAL SITE ASSESSMENT TRANSACTION SCREEN QUESTIONNAIRE This American Society for Testing and Materials(ASTM)Checklist for Environmental Site Assessment- Transaction Screen Questionnaire(TSQ)is designed environmentally impacted from historic a current uses of that, whether a proposed project location may have The ASTM Checklist consists of 23 questions that are completed through verbal inquiry to the owner or occupant and a visual site visit. The information presented on the ASTM Checklist is intended to be a"factual determination"about the project site and adjacent areas. The ASTM Checklist was adapted from the TSQ document presented in the ASTM document E 1528-93: "Standard Practice for Environmental Site Assessments:Transaction Screen Process,"which is under the jurisdiction of ASTM Committee E-50 on Environmental Assessment. This questionnaire represents only 5.1 through 6.1 of E-1528-93 and should not be construed as the complete standard. In following the ASTM guidance, the ASTM Checklist is to be filed at the location responsible:for the project. Further explanation of questions 1 through 23. based on sire specific information and as applicable, is provided on page 5 of this ASTM Checklist. A site visit was conducted by Tetra Tech EM Inc. in conjunction with this checklist on 7%¢/ For the purposes of this ASTM Checklist,the property is assumed to be the area of the project and not the actual legal boundaries of the parcels aiesncan often•include assumption was used to do not affeminimize t the iece,yet may have areas of focus because legal parcel boundaries based on this ASTM TSQ and the site visit. • ASTM TRANSACTION SCREEN QUESTIONNAIRE 4 Z Name of Site' /s Type of Structure: Leased Structure ❑ Owned Structure Type of Project: ❑Mod 0 Location of Project: • Description of Project:ec''' e•CZ . 9/0,,.....,./. Region: ► Observations Question 1 Owner (if a.plicable) During Site visit I _- or any adjoining property,used Yes ' No Unk Yes No Unk' No Unk I. Is the property, for an industrial use? 2. To the best of your knowledge,has the Yes No illp Yes No Unk .all No Unk property or any adjoining properrY,been used for an industrial use in the past? /?o? , :/net 56Stre. ?1>?33yy ,si 07 sr 8 -8 page l of S '-y-98 wstM Cnsceuist,5,iei - ,�t�YtvYFiO b y > n l„ —$-I/ ,t`^`9 dl'sail 1' �1. °SA—I/ 'tog-777 --341IS Aug-21-00 01:44pm From-TTI TETRA TECH EM INC +0168520307 T-398 P.03/07 F-335 Occupants Observations Question Owner (if applicable) During Site Visit osnin used Ye No Unk Yes No Unk No Unk 3. is the prop¢rry, or any ad,j 8 pro perry, as a gasoline station;motor repair facility; commercial printing facility;dry cleaners; photo developing laboratory;junkyard or landfill;or as a waste treatment,storage, disposal,processing,or recycling facility? 4. To the best of your knowledge,has the Yes No link Yes No Unk es No link property,or any adjoining property,been used as a gasoline station;motor repair facility; commercial printing facility;dry cleaners; photo developing laboratory;junkyard or landfill;or as a waste treatment,storage, disposal,processing,or recycling facility? S. Are there currently,or to the best of your No Unk Yes No link es No Unk knowledge,have there been previously,any aamaged or discarded s utomouve or industrial batteries,or pesticides,paints,or other chemicals in individual containers of greater • than 5 gallons(19 L)in volume or 50 gallons (190 L.)in the aggregate,stored on or used at the property or facilay? 6. Are there currently,or to the best of your Yes No Yes No Unk 43 No Link knowledge,have there been previously,any industrial drums(typically 55 gallons[2081.]) or sacks of chemicals located on the property or at the jaciliry? 7. Has fill dirt been brought onto the property that Yes No Yes No Unk Yes No originated from a contaminated site or that is of an unknown origin? ' j S. Are there currently,or to the best of your Yes No (✓ Yes No Unic Yes ,® Unk knowledge,have there been previously,any pits,ponds,or lagoons,located on the property in connection with waste treatment or waste disposal? 9. Is there currently, or to the best of your Yes No Yes No Unk Yes Uuk knowledge,has there been previously,any stained soil on the property? 10. Are there currently,or to the best of your Ye No Unk Yes No Link Yes "co Unk knowledge,have there been previously,any registered or unregistered storage tanks(above or underground)located on the property? ASTM Checklist Site XXX Page?.of 5 a-)•98 Aug-21-00 01:44pm From-TTI TETRA TECH EM INC +9188520307 T-398 P.04/07 F-335 '===....==...... Occupants Observations Question Owner (if applicable) Durin. Site Visit 1 I. Are there currently,or to the best of your es No Unk Yes No Unk Yes o Unk knowledge,have there been previously,any vent pipes,fill pipes,or access ways indicating a fill pipe protruding from the ground on the property or adjacent to any structure located on the property? 1 12. AS c there currently,or to the best of your Yes 11oi Unk Yes No Unk Yes No knowledge,have there been previously,any flooring, drains,or walls located on the properly or within the facility that are stained by substances other than water,or are emitting foul odors? I3. If the properly is served by a private well or Yes No Unk Yes No Unk Yes No Unk non-public water system,have contaminants been identified in the well or system that exceed guidelines applicable to the water system or has the well been designated as contaminated by any government environmental/health agency? -c\ 14. Does the owner or occupant of the property Yes o 1 Unk Yes No Unk N/A 2 have any knowledge of eavirowncntsl hens or governmental notification relating to past or recurrent violations of or �yNn lows with respect to the property facility on the property? 1 S. Has the owner or occupant of the property been Yes No Yes No Unk N/A 2 informed of the past or current existence of hazardous substances or petroleum products or environmental violations with respect to the property or any facility located on the property? /r-) 16. Does the owner or occupant of the property Yes Co) Unk Yes No Unk N/A 2 have any knowledge of any environmental site assessment of the property or facility that indicated the presence of hazardous substances or petroleum products on,or contamination of, the property or recommended further assessment of the property? 17 Does the owner or occupant of the property Yes No nk Yes No Unk N/A 2 know of any past,threatened,or penning lawsuits or administrative proceedings concerning release or threatened release of any hazardous substances or petroleum products involving the property by any owner or occupant of he property? aS7M Omaha,Sae XXX Page 3 of 5 al-93 Aug-21-00 01:45pm From-TTI TETRA TECH EM INC +9166520307 T-398 P.05/07 F-335 Occupants Observations Question O 'r (if a•plicable) Durin• Site Visit 18. Does the property discharge wastewater on or Yes o Unk , Yes No Unk Yes a Unk adjacent to the property'other than storm water into a sanitary sewer system? 19. To the best of your knowledge,have any Yes No U Yes No Unk Yes o Unk hazardous substances or petroleum products, unidentified waste materials,tires,automotive or industrial batteries,or any other waste materials been dumped above grade,buried, and/or burned on the properly? 20. Is there a transformer,capacitor,or any Yes No Unk Yes No Unk Yes(5 Unk hydraulic equipment on the property for which there are any records indicating the presence of polychlorinated biphenyls(PCB)? • Notes for Questions 1 through 20: Una= Unknown or no rcaponse 2 N/A a Not applicable to site visit GOVERNMENT RECOR.DS/111STORICAL SOURCES INQUIRY (see Section 10 of ASTM E1528-93) 21. Do any of the following Federal government record systems list the property or any property within the circumference of the area noted below: National Prrorir,es Lis:(NFL)-within 1.0 mile(1.6 kilometer Patti)? Yes No CERCL1S List -within 0.5 mile(0.8 km)? Yes No RCM TSD Facilities-within 1.0 mile(1 6 km)? Yes No 22. Do any of the following state government record systems list the property or any properly within the circumference of the area noted below: List maintained by the state environmental agency of hazardous waste sites Yes No identified for investigation or remediation that is the state agency equivalent to the NPL-within 1.0 mile(1.6 km) List maintained by the state environmental agency for sites identified for Yes No investigation or remediation that is the state equivalent to CERCL1S-with 0.5 mile(0.8 lan)? Leaking Underground Storage Tank(LUST)List-within 0.5 mile(0.8 km)? Yes No Solid Waste/Landfill Facilities-within 0.5 mile(0.8 km)? Yes No 23. Based upon a review of fire insurance maps or consultation with the local fire Yes No N/A department serving the property,all as specified in the ASTMI guide,are any buildings or other improvements on the property or on an adjoining property identified as having been used for an industrial use or uses liic:cly to lead to contamination of the property? ASTM Checklist,Site)Oa Page 4 of 5 s-y-98 Aug-21-00 01:45pm From-Ill TETRA TECH EM INC +9168520307 T-398 P.06/07 F-335 Further Explanation on Questions 1 through 23(if applicable); This ATSM TSQ was completed by: Address 10670 White Rock Road, Suite 100 Name Title Rancho Cordova,CA 95670 - - Company TeQ eT ch EM 1nc. Phone Number (916)852-8300 Date The Owner/Occupant Questions 1 through 20 were verbally reviewed with: Name of 6 Address /D S �►/ y /�ii'e' Owner/Occupant pant S►�t 2�% � Company (-11- enovv.• Capem-T7/V:, C1 o/ Date Reviewed ,SA,1 00 Phone Number ( V 777- 3 3s o if preparer is different than the user for this ASTM Checklist,complete the following: Name of User User's Address User's Phone Number Preparer's relationship to site/User Consultant The undersigned have reviewed/completed this ASTM Checklist as part of an environmental impacts analysis for the possible development of a tract of land and certifies that the answers contained herein are truthful and accurate to the best of the undersigned's knowledge,after reasonable investigation. Market Representative(User): Consultant(Preparer): • Signature Signature Name(print) Name/Company (print) Date ate ASTM Checklist Site)OOC Page 5 1t 5 a-y-98 Nextel Communications 1255 Treat Boulevard, Suite 800,Walnut Creek, CA 94596 NEXTEL August 15, 2000 PL' J Carmen Lynaugh Department of Public Works City of Cupertino 10300 Tone Avenue Cupertino, CA 95014 Dear Ms. Lynaugh The Federal Communications Commission(FCC)requires that all licensees perform the screening process required under the National Environmental Protection Act(NEPA)of 1969 as amended for each and every wireless communications site we build. Tetra Tech EM, Inc. is the authorized contractor that we use to perform this screening process. They are required by NEPA to ask the property owner a series of questions regarding possible environmental impacts that our project may have on the site and the surrounding area. Nextel requests that you comply with this requirement of Federal law by answering the questions posed by Tetra Tech EM to the best of your abilities. Thank you for your attention to this matter. Please direct any questions you may have about this to either Eric Angstadt, (925) 260-9135 or Patrick Cruzen, (925) 382-9805. Sincerely, Eric Angstadt Geographical Team Leader Nextel Communications 4 ti,. City Hall ,.1 10300 Torre Avenue Cupertino, CA 95014-3255 CITY OF Telephone: (408)777-3354 C U P S RT I N O FAX: (408)777-3333 PUBLIC WORKS DEPARTMENT August 15, 2000 Patrick Cruzen Whale& Company, Inc. 1255 Treat Boulevard Walnut Creek, CA 94596 RE: Nextle Lease Agreement Dear Mr. Cruz; Enclosed please find one original of the above agreement. Please provide the insurance on the forms that were provided to you. If you have any questions please contact me at 408-777-3215. Very truly yours, City of Cupertino Bert J. Viskovich Director of Public Works 0 i $ i Carmen Lynaugh Public Works Projects Manager Printed on Recycled Paper 12-U-00 CITY OF CUPERTINO 10300 Torre Avenue Cupertino, California 95014 RESOLUTION NO. 6049 OF THE PLANNING COMMISSION OF THE CITY OF CUPERTINO APPROVNG A USE PERMIT TO ALLOW THE REPLACEMENT OF AN EXISTING 40-FOOT TALL PERSONAL COMMUNICATIONS SERVICES MONOPOLE WITH A 60-FOOT TALL TREE POLE THAT HOSTS 12, 4-FOOT LONG PANEL ANTENNAE AT 52 FEET AND 3 EXISTING PANEL ANTENNAE AT 40 FEET IN HEIGHT AND A 10' X 20' X 10' BASE EQUIPMENT SHELTER AT 10555 MARY AVENUE SECTION I: FINDINGS WHEREAS, the Planning Commission of the City of Cupertino received an application for a Use Permit, as described in Section II. of this Resolution; and WHEREAS, the necessary public notices have been given in accordance with the Procedural Ordinance of the City of Cupertino, and the Planning Commission has held one or more public hearings on this matter; and WHEREAS, the applicant has met the burden of proof required to support said application; and has satisfied the following requirements: 1) The proposed use, at the proposed location, will not be detrimental or injurious to property or improvements in the vicinity, and will not be detrimental to the public health, safety, general welfare, or convenience; 2) The proposed use will be located and conducted in a manner in accord with the Cupertino Comprehensive General Plan and the purpose of this title. NOW, THEREFORE, BE IT RESOLVED: That after careful consideration of maps, facts, exhibits, testimony and other evidence submitted in this matter, the application for Use Permit is hereby recommended for approval, subject to the conditions which are enumerated in this Resolution beginning on Page 2 thereof; and That the subconclusions upon which the findings and conditions specified in this resolution are based and contained in the public hearing record concerning Application No. 12-U-00 as set forth in the Minutes of the Planning Commission Meeting of August 14, 2000 and are incorporated by reference as though fully set forth herein. Resolution No. 6049 12-U-00 August 14, 2000 Page-2- SECTION II: PROJECT DESCRIPTION Application No.: 12-U-00 Applicant: Nextel of California, Inc. Property Owner: City of Cupertino Location: 10555 Mary Avenue SECTION III: CONDITIONS ADMINISTERED BY THE COMMUNITY DEVELOPMENT DEPT. 1. APPROVED EXHIBITS Approval is based on Exhibits titled: "HWY 280/85 MARY AVE., CA-2151 B, 10555 MARY AVE., CUPERTINO, CA 95014", consisting of 3 sheets labeled T-1, C-1 and A-1 dated 6/26/00, except as may be amended by the conditions contained in this resolution. 2. COLLOCATION OF ANTENNAE The use permit is for two sets of antennae collocated on the same tree pole. In the event a wireless carrier elects to remove its antennae from the mast, the mast owner shall make the mast available to other wireless carriers for antenna location subject to City approval. The collocation agreement shall be at market rates with reasonable compensation to the mast owner. 3. ABANDONMENT If after installation, the aerial is not used for its permitted purpose for a continuous period of 18 months, said aerial and associated facilities shall be removed. The applicant shall bear the entire cost of demolition. 4. EXPIRATION DATE This use permit shall expire five (5) years after the effective date of the permit. The applicant may apply for a renewal of the use permit at which time the Planning Commission may review the state of wireless communication technologies to determine if the aerial facility can be reduced in height or size. 5. TREE POLE APPEARANCE AND MAINTENANCE The applicant shall use a sufficient number of artificial branches to obscure the appearance of the panel antennae and any associated mounting framework. Panel antennae mounted away from the mast shall be painted to match the green foliage of the artificial branches. The mast and any panel antennae mounted close to the mast shall be painted brown to mimic a tree trunk. The applicant shall perform regular maintenance of the permitted tree pole to maintain its appearance and obscure the panel antennae from public view. 6. LANDSCAPE SCREENING The applicant shall work with Community Development staff to provide additional onsite landscape screening near the pole and at the southwest corner of the Service Center where there is visibility to the adjacent residences. The applicant shall plant a 35-foot tall tree near the tree pole. Location and species are subject to the approval of the Community Development Director. Vines shall be planted and irrigated near the soundwall weep holes. In addition two 24-inch boxed Coastal Redwood trees Resolution No. 6049 12-U-00 August 14, 2000 Page-3- shall be planted and irrigated at the southwest corner of the property. PASSED AND ADOPTED this 14th day of August 2000, at a Regular Meeting of the Planning Commission of the City of Cupertino, State of California, by the following roll call vote: AYES: COMMISSIONERS: Corr, Kwok, Stevens and Chair Harris NOES: COMMISSIONERS: Doyle ABSTAIN: COMMISSIONERS: ABSENT: COMMISSIONERS: ATTEST: APPROVED: /s/ Steve Piasecki /s/Andrea Harris Steve Piasecki Andrea Harris, Chair Director of Community Development Cupertino Planning Commission g:/planning/pdreport/res/res 12 u00 CITY OF CUPERTINO 10300 Torre Avenue, Cupertino, California 95014 DEPARTMENT OF COMMUNITY DEVELOPMENT REPORT FORM Application: 12-U-00 Agenda Date: August 14, 2000 Applicant: Nextel of California, Inc. Property Owner: City of Cupertino Property Location: 10555 Mary Avenue (City Service Center) Application Summary: Use Permit to allow the construction of a 60-foot tall tree pole to accommodate 12 four foot tall Nextel panel antennae mounted at a maximum height of 52 feet and 3 existing Pacific Bell Wireless (PBW)panel antennae to be relocated to this tree pole and mounted at 40 feet in height. The project also proposes the construction of an equipment shelter and the removal of the existing PBW monopole. RECOMMENDATION: Staff recommends approval of the use permit, file no. 12-U-00 in accordance with the model resolution. Project Data: General Plan Designation: Quasi-Public/Institutional Zoning Designation: BA (Public Building) Monopole Height Pole Height: 60 feet Maximum Antenna Height: 55 feet Proposed Antenna Height : 52 feet Environmental Clearance: Categorically Exempt BACKGROUND: The applicant, Nextel of California, Inc., is proposing a collocated, 60-foot tall "tree" pole to accommodate a triangular 12-pane L Nextel antennae configuration at a maximum height of 52 feet and an existing, 3-panel Pl3 W antenna configuration to be relocated and flush-mounted to the same pole at a height of 40 feet. The "tree" will be camouflaged with fiberglass tree branches to mask the antennae. The existing PBW monopole was not designed for this stealth technology and thus could not be used for this type of antenna collocation. The project includes the construction of an equipment shelter for the Nextel base equipment and the removal of the existing PBW monopole. The PBW base equipment would remain at its existing location, although its antennae would be collocated on the Nextel pole. The project site is the Cupertino Service Center(corporation yard). The surrounding land uses are: a mini-storage facility to the north, single-family residential to the east across Enclosures: Model Resolution Exhibit A:Applicant's Project Information Exhibit B: Location Map of Existing and Planned Aerial Sites Exhibit C: Photosimulations Exhibit D: Project comments from Telecommunications Commissioner Ernest Tsui Plan Set Submitted by: Colin Jung, Senior Planner Approved by: Steve Piasecki, Director of Community Developmeta„ g:planning/pdreport/pc/pc12u00 3 City Hall 10300 Torre Avenue Cupertino, CA 95014-3255 (408)777-3354 CITY OF FAX(408)777-3333 CUPE TINO PUBLIC WORKS DEPARTMENT Summary AGENDA ITEM AGENDA DATE June 19, 2000 SUBJECT AND ISSUE Authorization for execution of Antenna Site Lease Agreement between the City of Cupertino and Nextel of California,Inc., a Delaware Corporation dba Nextel Communications BACKGROUND Nextel of California, Inc. desires to utilize the City's Service Center to erect an antenna for wireless antenna. The City benefits by leasing property and receiving a revenue stream. Terms of the Agreement The following are the high points of the agreement: • The term is for five years and two renewable options of five years each, bringing the total to 15 years. • The size of the area leased by the City is approximately 600 square feet at the rear of the Service Center adjacent to the freeway. • The facility will consist of an antenna pole, to be approved by the Planning Commission, and a small building to house equipment. • The lease is$1,800 per month with a cost of living increase of 5%per year. STAFF RECOMMENDATION Staff recommends that the City Council adopt Resolution No. 00- , authorizing the Mayor to execute the Antenna Site Lease Agreement with Nextel Communications. Subm�- - • . Approved for submission: 1 111Ed -rt J. Vis • ich Donald D. Brown ►�irector of Public Works City Manager F g() Printed on Recycled Paper ! •Form W-9 Request for Taxpayer Give form to the (Rev. December 1996) identification Number and Certification requester. Do NOT Uaperenent of the Treasury send to the IRS.•Internal Revenue Service go Name(It a joint account or youanged your name,see Specific instructions on page 2.) o. C (;11P61 ----1-1 i1C) Z.N. Business name,it different from above.(See Specific Instructions on page 2.) - a. Check appropriate box: ❑ IndividuaUSale proprietor Corporation ❑ Partnership A Other 10.:j.% $- - T fol le Address(number,street,and apt or suite no. Requester's name and address(optional) o a. 1D.0.c7) ho c e-s..\D -E._ City,sOce.and ZiP code - u,P , t ' Ccicr - Taxpayer Identification Number (TiN) - List account number(s)here(optional) Enter your TIN in the appropriate box.For individuals, this is your social security number Social security number (SSN). However, if you are a resident alien OR a • sole proprietor, see the instructions on page 2. I I I I I I I I _ For other entities. it is your employer OR For Payees Exempt From Backup identification number(EIN). If you do not have a Withholding(See p number, see How To Get a TiN on page 2. g( the instructions Note: If the account is in more than one name, 9 EEmployetr identification number on page 2.) see the chart on page 2 for guidelines on whose ` vi-1-61012.17-1316153 number to enter. Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me)Ind 2. I am not subject to backup withholding because: (a)I am exempt from backup withholding, or(b)I have not been notified by the Internal . Revenue Service(IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(•lte IRS has notified me that I am no longer subject to backup withholding. Certification Instructions.—You must cross out item2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, ited1 does not apply. For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt, contributions to an individual retirement arrangement(IRA), and general) f-y --nts other than inte -st and dividends,you are not required to sign the Certification, but you must provide your correct TIN. (S-...Or instru-w--- -• •age Sign Here Signature �(,�� t�. Date • / 6 • Purpose of Form.—A •erson who is include interest, dividends, broker and 5.You do not ce ify your TIN when required to file an inf• ation return with barter exchange transactions, rents, required. See the Part III instructions on the IRS must get your correct taxpayer royalties, nonernployee pay, and certain page 2 for details. identification number(TiN) to report, for payments from fishing boat operators. Real Certain payees and payments are example, income paid to you, real estate estate transactions are not subject to exempt from backup.withholding. See the transactions, mortgage interest you paid, backup withholding. Part II instructions and the separate acquisition or abandonment of secured If you give the requester your correct Instructions for the Requester of Form property, cancellation of debt. or TIN, make the proper certifications, and W-9. contributions you made to an IRA. - report all your taxable interest and Use Form W-9 to give your correct TIN dividends on your tax return, payments Penalties to the and, when applicable,requesting it (the requester) you receive Pal not be subject receive backup e Failure To Furnish TiN.—If you fail to subject to backup withholding if furnish your correct TIN to a requester,you 1. Certify the TiN you are giving is p g : are subject to a penalty of$50 for each correct(or you are waiting for a number to 1.You do not furnish your TIN to the such failure unless your failure is due to be Issued), requester, or reasonable cause and not to willful neglect. 2. Certify you are not subject to backup 2.The IRS tells the requester that you Civil Penalty for False Information With withholding, or furnished an Incorrect TiN, or Respect to Withholding.—If you make a 3. Claim exemption from backup 3.The IRS tells you that you are subject false statement with no reasonable basis withholding if you are an exempt payee. to backup withholding because you did not that results in no backup withholding,you Note: If a requester gives you a form other report all your interest and dividends on are subject to a $500 penalty. than a W-9 to request your TIN,you must your tax return(for reportable interest and Criminal Penalty for Falsifying use the requester's form if it is substantially dividends only)„ or Information.—Willfully falsifying similar to this Form W-9. 4.You do net certify to the requester certifications or affirmations may subject What is Backup Withholding?—Persons that you are not subject to backup you to criminal penalties including fines making certain payments to you must withholding under 3 above(for reportable and/or imprisonment. withhold and pay to the IRS 31% of such interest and dividend accounts opened Misuse of TiNs.—If the requester payments under certain conditions.This is after 1983 only), or discloses or uses TiNs in violation of called "backup withholding." Payments Federal law, the requester may be subject that may be subject to backup withholding • to civil and criminal penalties. Cat Nn. 1n711Y Prim W..9 (RPt. 12.9fil Form W-9(Rev.12-96) Page 2 Specific Instructions . Part II—For Payees Exempt From and certain other income paid to you. Name.—If you are an individual,you must Backup Withholding mortgage interest you paid. the acquisition y y Individuals(including sole proprietors) are or abandonment of secured property, • generally enter the name shown on your not exempt from backup withholding. cancellation of debt, or contributions you •social security card. However, if you have Corporations are exempt from backup made to an IRA.The IRS uses the changed your last name, for instance, due withholding for certain payments, such as numbers for identification purposes and to to marriage, without informing the Social interest and dividends. For more • help verify the accuracy of your tax return. Security Administration of the name information on exempt payees, see the The IRS may also provide this information change, enter your first name,the last Pry to the De artment of Justice'for civil and name shown on your social security card, Form W Instructions for the Requester of mina) litigation and to cities, states, and and your new last name. the District of Columbia to carry out their If the account is In joint names, list first If you are exempt from backup tax laws. and then circle the name of the person or withholding, you should still complete this You must provide your TIN whether or ty, y withholding. Enter your correct TIN in Part not you are required to file a tax return. the form. I. write "Exempt"in Part II, and sign and Payers must generally withhold 31% of Sole Proprietor.You must enter your date the form. taxable interest, dividend, and certain other individual name as shown on your social payments to a payee who does not give a security card. You may enter your entity not ubjecttresbackup ien withholding,or sgn TIN to a payer. Certain penalties may also business, trade, or "doing business as" give the requester a completed Form W-8, PP l y' name on the business name line. Certificate of Foreign Status. Other Entities.—Enter the business name What Name and Number To as shown on required Federal tax Part Ill—Certification Give the Requester documents.This name should match the q name shown on the charter or other legal For a joint account, only the person whose For this type of account: Give name and SSN of: document creating the entity. You may TIN is shown in Part I should sign (when d i re ure 1. Individual - The individual enter any business, trade, or"doing required). 2. Two or more The actual owner of the business as" name on the business name 1. Interest, Dividend,and Barter individuals(joint account or,if combined line. Exchange Accounts Opened Before 1984 account) funds,the first individual and Broker Accounts Considered Active on the account' Part I—Tax a er Identification Number During 1983. You must give your correct 3. a minor account of The minor= P Y 9 9 Y a minor(Uniform Gilt (TIN) TIN, but you do not have to sign the to Minors Act) You must enter your TIN in the appropriate certification. 4. a. The usual The grantor-trustee' . y 2. Interest, Dividend, Broker,and revocable savings box. If you are a resident alien and you do trust(grantor is not have and are not eligible to get an Barter Exchange Accounts Opened After also trustee) SSN, your TIN is your IRS Individual 1983 and Broker Accounts Considered b. So-called trust The actual owner' taxpayer identification number(ITIN). Enter Inactive During 11983.You must sign the account that is not it in the social security number box. If you certification or backup withholding will u legal or valid trust y y apply. If you are subject to backup Sole state law do not have an ITIN, see How To Get a aPP y y j p S. Sole proprietorship The owner TIN below. withholding and you are merely providing If you are a sole proprietor and you have your correct TIN to the requester,you must For this type of account: Give name and EIN of: an EIN, you may enter either your SSN or cross out item 2 in the certification before B. Sole proprietorship The owner 3 EIN. However, using your EIN may result in signing the form. 1. A valid trust,estate,or Legal entity' unnecessary notices to the requester. 3. Real Estate Transactions.You must pension trust sign the certification. You may cross out 8. Corporate The corporation Note: See the chart on this page for further item 2 of the certification. 9. Association,club, The organization clarification of name and TIN combinations. religious.charitable. • 4. Other Payments.You•must give your educational,or other How To Get a TIN.—If you do not have a tax-exempt TiN, apply for one immediately.To apply the certifilrationtunlesso you have been organization • for an SSN, get Form SS-5 from your local y 10. Partnership The partnership Social Security Administration office. Get notified that you have previously given an 11. A broker or registered The broker or nominee Form W-7 to apply for an ITIN or Form incorrect TIN. Other payments" include nominee SS-4 to apply for an EIN. You can get payments made in the course of the 12. Account with the The public entity PP y g requester's trade or business for rents, Department of Forms W-7 and SS-4 from the IRS by Agriculture in the name calling 1-800-TAX-FORM royalties, goods (other than bills for of a public entity(such (1-800-829-3676). • merchandise), medical and health care as a state or local services (including payments to government school If you do not have a TIN,write "Applied corporations), payments to a nonem to ee receive, agricultural For" in the space for the TIN, sign and P Y P y program payments P 9 for services (including attorney and program payments date the form, and give it to the requester. accounting fees), and payments to certain For interest and dividend payments, and fishing boat crew members. 'List first and circle the name of the person whose certairtai n payments made with respect to number you furnish.If only one person on a joint re tradable instruments, ou will 5. Mortgage Interest Paid by You, account has an SSN•that person's number must be generally have 60 days to get a TIN and Acquisition or Abandonment of Secured furnished. give it to the requester. Other payments Property,Cancellation of Debt,or IRA 'Circle the minor's name and furnish the minor's 55N. Contributions are subject to backup withholding. Contributions.You must give your correct 'You must show your individual name,but you may also TIN, but you do not have to sign the enter your business or"doing business as"name.You Note: Writing "Applied For"means that certification. may use either your SSN or EIN(If you have one). you have already applied for a TIN OR that 'List first and circle the name of the legal trust,estate, you intend to apply for one soon. Privacy Act Notice or pension trust.(Do not furnish the TIN of the personal representative or trustee unless the legal entity Itself is Section 6109 of the Internal Revenue Code not designated in the account title.) requires you to give your correct TIN to Note:if no name is circled when more than one persons who must file information returns name is listed, the number will be considered to with the IRS to report interest, dividends, be that of the first name listed. INEMNIElli Whalen & Company, Inc. Nextel Project 1255 Treat Blvd., Suite 800 Walnut Creek, CA. 94596 June 16, 2000 The City of Cupertino do Department of Public Works 10300 Torre Avenue Cupertino,CA. 95014 Attn.: Ms. Carmen Lynaugh RE: Proposed Nextel Communications Wireless Facility at the Cupertino City Yard, 10555 Mary Avenue, Cupertino. Nextel Site No.: CA 2151 B—Hwy 280/85 Dear Ms. Lynaugh, Thank you for your expeditious handling of the lease approval via the auspice of the City of Cupertino Attorney. The changes you forwarded have been incorporated into the documents that Nextel has executed and delivered today, Friday, June 16th. This will allow the City of Cupertino Council to approve the agreement at the Council meeting on Monday, June 19th. It is my hope and expectation that this will facilitate for the City's counter signing of the document by month's end. I have also included the Zoning Application for the City's signature that will allow Nextel to pursue the Planning approval for this proposed facility. Please have the appropriate individual sign on behalf of the City. Also included in my submittal is a W-9 form that needs to be signed by the City of Cupertino in recognition of their"tax exempt" status (I assume); the wireless carriers are policed very heavily on this requirement. And, I have included Nextel's "Insurance Rider," for the City's files. Ultimately,Nextel will forward the equipment"Lien Holder"as part of the notification provision that was negotiated into the document. Your personal efforts have been the critical in this site coming together in a timely fashion. I would like to personally thank you for all your efforts on behalf of Nextel and myself. Sincerely, Patrick Cruzen Project anager Whalen& Company,Inc. Site Acquisition Consultant for Nextel cc Nextel Communications file . City APPLICATION FORM c‘f. of Community Development Department 1 ! 10300 Torre Avenue (4081 Department -3305 Cupertino Cupertino,CA 95014 Fax(408)777-3333 ' Property Owner r ; , it C ,-c - z, ' • to Z Address r C -cc T : :,-.:• 4.7? Phone (9 C';" ) °7 O G 4 Fax'',=./..i Fax i yet,,..) 7 .7 ,x33-3 I— I� - �Ir' f/( 1 ( i Q Project Contact Person - r_ 2 Address I �" ,, J c cif j��4� _.;.I , . .. Phone ( `''' ; �r-'f C )%7%' 0: . /,‘,4/t L. — c 7 f t t '2' 't it', Fax - ' -- Z- Project Address ,)6) -'„ t,''r c.-f/ t�c-c'_ I Q APN .3..' S t Zoning 1 1 `) General Plan Designation r�' 'j c c�5' f r.f-11 in ' t U Description of Project Describe in detail your proposed ro je.t. Attach separate sheet if necessary. / r Y• x,-`7;;;;,,- (� ) / P P P 1 f e1' "J y �" yy � i • -,1 'to' fete ffr']( tt I v .fr..If 1. - ei-!ei- c - 4 :74 ._ ^' 7 f e /-,e 7--0 se 'F! f ,2 - q' f / � / Q � ;t: i,< -c' G't Gr��</L/lt r C� �G"'' l�I�� c� +-G� _ ' e C i 5::�/ L r�c'rTt�.t'zl �r t 1/ C" ' i, I t`%''`, 0 0 1c C'e✓--,,c,• 4 ,f .,,x, / .r- , =,I J/7. •��/a/..>. ---z tr i:,•a 41 .1 , . f ,,/�,,Z;),/l ce ,, ,,j e• f �-.e°-%-1-• ro.��// I Existing Proposed r> . E f ! !yr, Z Land Use r Y� u1 �,�, 41r"3>ri .��,,tTt I lam/°1� ,,,, �crc,j:,,`L, p` Parcel Size Net /,,I�A Gross 4 2 ;�..:.-.e Net "-.: .,4•e Gross i6- H Dwelling Units •'Lift( ,VXf./ Q Density per Gross Acre 4 f t gF Building Square Footage A,'t' Z ` • - - O Lot Coverage(Percentage) 4.%1// — ..(4',U- Paving Area(Percentage) �''/ , 7,11 Z. Landscape Area(Percentage) ;Iii'A H- Floor Area Ratio(FAR) I r'Iii ix. Building Height f — ' ' y ;°,rt a- ' 7,,'4= W Parking ; a1 :j 0 Regular 4 CC Compact i ' a Handicapped `j — ..' Hours of Operation Number of Employees •_ I." a'`r/('�-,/m-t‘ . I certify that the foregoing statements are true and correct to the best cf my knowledge. I understand that a misrepresentation of any submitted Z, data may invalidate an approval by the Planning Commission or City Council of this application. I understand that the application may be Q withdrawn if I or my authorized representative is not present at the:scheduled meeting(s),or if a written request for postponement has been presented to the Planning Commission or affected review board. I have discussed this application with the Public Works staff and I understand the < public improvement requirements associated with this frropQ�al. 4 .,-- / t% Applicant's Signature C ' '(„:,.- ,/' `��f,(' j-. /,'mot - 1 ;,r--�/ Date r� ',/ rl' I declare under penalty of perjury that I am-the owner of said property or have Power of Attorney(attach copy)from said property owner and that I •consent to the above-described application. • - • Print Property Owner's Name 'Signature Date •�• File#(s) E.A.# Prehearing ERC P(. CC B.Act • Pre-application Conference Planner Signature: ( October 31,1995 CD C Cu)(5 L C existing Pac Bell slim!ine monopole 2111111 1 C \\ + 4, Ult O I __ n y sa �,, -.,.. x „,..,777,-,, off -, t' ' € -a c r as Su :s t S XI( ti it a ' �_ j i L '�: ; Hwy 280/85 GA-2151 B E. ri u) L _. I AMR G • proposed Nextel tree pole F. CD \ .''''.- .- .- 4401, -7V-.'..1- . yV •'' 0 ss ., V x �� I VIII 3 E � � � T..,4"-'7.--P, .” { +7./ 3'a'- _ ;,,-0-72-0.;,,,-- -. - . P'�t /- t" 'sa 3 ' a r �„ - as �r3a s ^r�,. ra3 3 ♦ r , a is a .. ar.f ..k. .:..et.'1 ,sYiv,47 Vai � ,c +r-.�-. .»,a-,,,„;, s- e $ � ai '� . ter. a City APPLICATION FORM --',/,' of Community Development Department l �i I 10300 Torre Avenue (408)77 -3308 Cupertino Cupertino,CA 95014 Fax(408)777-3333 • Property Owner C Li a 1 Cu ±il o Z' Address 1 o 3 oo T..- A✓' . Phone Al ,) ?77-32/5 0' Luir e r-F.:t40 S li 9 Se/`V Fax (you) 7 77 30333 Q' Project Contact Person A/ s/tra- Pa e t /_ `' Address / 5 Trc of/ ?/ii �Ki-6 500 Phone (�/Z Sr)2lD'-?/,6% ('Un/Kut. ('ree6 CA -9YS`96 Fax lg9-sJ 27�/-26.6'3 Z Project Address / 75 ' 1�?#-q <1u2 j F ocpe «ro l l_/ 9$o/4 APN 3 1612_6- 2 5._2...- Zoning ��A General Plan Designation Poo c 6"ui d".41 Q -1 Description of Project Describe in detail your proposed project. Attach sepa�rgte sheet ijnecessary. P p S �� • a `TO Pa c i( U.liv /'es.r vet Oil oJ7o(o v.'t i 6©� T-r<� �e w. l a-1 l2 - 1f i1/,cx>1� a,14 j�o`ic r of 50 ' � U ie/ 3 /(2 c. l?.c/7 c.%. rHhezi- Q' or 4(0 ' A /e . /0 K 2 O K/D' /1/, x7 7 i i�tsr1,/e J'I e/- .:--,--r G .-O N N Gs ��/ �>714%�l SC-, « pr q j C o� �i '2,i,A i. ��,-- Existing l/ Proposed Z Land Use �:/� �� u r:9 �i1A>'71 Jai'�'!e f /e%cr�r?. Fe.4 a: Parcel Size Net // Gross ✓--2 4c v-.s . Net 5a vn-e Gross Sa,,.iP 17.1 Dwelling Units N' ,(01 Q Density per Gross Acre N Ai �/� / CBuilding Square Footage it/l = 2 vo r$ 1`f. s4e/F r- O Lot Coverage(Percentage) Nl� /1 0 t Paving Area(Percentage) Z� Landscape Area(Percentage) N� >11' Floor Area Ratio(FAR) " - Ai i I s Building Height - l 0 i' s /4;r 6 o - pa k_ - W? Parking Q, Regular A/7/4 aCompact - Handicapped '' Hours of Operation 0 - ;2, ccri-r `, Number of Employees /1/IA- a n14'r't`re I certify that the foregoing statements are true and correct to the best of my knowledge. I understand that a misrepresentation of any submitted Z data may invalidate an approval by the Planning Commission or City Council of this application. I understand that the application may be O withdrawn if I or my authorized representative is not present at the scheduled meeting(s),or if a written request for postponement has been H presented to the Planning Commission or affected review board. I have discussed this application with the Public Works staff and I understand the < public improvement requirements associated with this' .•. al. / tT, Applicant's Signature _ , 7 '_, - - Kra i) Z7I Date 057969. W I declare under penalty of perjury that 1 am he owner of said property or have Power of Attorney(attach copy)from said property owner and that I U. consent to the above- escribed application. a , Print Prop- - 'Ales wner's Ime � �P/ ai a p 6 77Alc) Signature i da ,/ I ./ Date 417.4---- -2-.) �aTIW��/� File#(s) 1 E.A.# 4 Prehearing ERC PC CC B.Act Pre-application Conference Planner Signature: October 31,1995 Y w ,..,„.,,-,, '' 1 '''' '' ' ..,,.:. 5 4 ,,,:-.:.:,:.,'"_ - ''f:• 0 k,a '.�: 'r= �„ c .,' 4 i.l '`2.r . i x+rR,' a s - i, P t %;• am 3u = existing Pat B •far ► is ;, �^ r .c f. j;1 y �: '4 Ho ,,,'''.r.,,,',14,-., w s ` 1:41.a '..0 k` •; O .cr Ylt , S• ;i SL ''4 i5,, ,rw •.. !N . } 1...y 4,VI. . ca E i _.. _... �r �; O WM 9 - 4 Cl) Cu O _ = ExTisting ; Hwy 280/85 CA-2151B 4110 1 10555 Mary Ave, a j Cupertino,CA 95014 CO Nalit/Fit . w a u u $ C r tv m mIg �}' O Yfi 4 ;' 1 •' •• : U I P P•40-/ r W 43 a t Z. 1111111. . Po s 3 w. — rµL o 0 O• C. C ... - - a-- - .. .. 0• O a y $^�9 . .sK ' + �r +1.r3; � u A �"ai d Fq r� ?PIA'el': e f s � . . iRi� .- r y O -_ y O . yyy i -. 8 H Proposed NOTE:For this simulation, the source photograph of the t ee pole is an acutal tree pole installation built in Loomis,California. Whalen & Company, Inc. Nextel Project 1255 Treat Blvd., Suite 800 Walnut Creek, CA. 94596 June 13,2000 The City of Cupertino do Department of Public Works 10300 Torre Avenue Cupertino,CA. 95014 Attn.:Ms. Carmen Lynaugh RE: Proposed Nextel Communications Wireless Facility at the Cupertino City Yard , 10555 Mary Avenue,Cupertino. Nextel Site No.: CA 2151 B—Hwy 280/85 Dear Ms.Lynaugh, Thank you for your expeditious handling of the lease approval via the auspice of the City of Cupertino Attorney. I will incorporate the suggested changes and forward the document within Nextel for execution. I expect to have the signed document back in time to deliver it to you by Friday in anticipation of the City of Cupertino Council meeting on Monday, June 12th. Assuming Council approval,this would allow for the City's counter signing of the document by month's end. With regard to the issue of Nextel pulling power for its facility from the existing transformer at the City of Cupertino Yard;Nextel will obligate itself to maintain a spare 200 amp service at the transformer for anticipated future use by the City of Cupertino. ][f Nextel's power requirements would reduce the spare power at the transformer to a level below 200 amps, Nextel will be required to upgrade the transformer to a level such that there will be a residual 200 amp spare service at the transformer once Nextel's power has been installed. Nextel is arranging a utility meeting at the property, tentatively scheduled for Friday, June 16th that should fully identify the actual power available on the transformer at the City Yard. This should allow us to resolve this issue in time for the Council meeting, as to whether or not Nextel will be required to upgrade the service for their anticipated power consumption. Thank you for your time and consideration of this matter. Sincerely, Patrick Cruzen Project Manager Whalen&Company,Inc. Site Acquisition Consultant for Nextel cc Nextel Communications file .::.:.....:..... �. .... .. , ;yv.::.,0'p�:.. .�.vv::v:.r:>.:3, C*:,.. .:1\'�":r?i:. ::.;�; ...a:%T.`.CY.. t.:x;, ;��:��a.............auk\a�:,z'�.-.--.-,-'-...-.-x,;.�, ............. ;»,9�k:.nc: `c<.;,;�#,zarof:�.%.:: From: Cruzen, Patrick I SMTP:Patrick.Cruz.en©Nextel.com] Sent: Thursday, June 08, 2000 4:32 PM To: 'Carmen Lynaugh' Cc: Cauchi, David; Dipiero, Mike; Gamick, Vince Subject: Lease at City Yard Carmen, Here's the skinny. I have forwarded the lease, such as it exists and, as we hope the City attorney approves it, up the ladder at Nextel for approval. I have also submitted as our lease exhibit a site design based on the 600 sq. ft.that was modified on the document forwarded to you. Once I receive the approval from Nextel and your attorney's blessing I can print execution copies and submit them for Nextel's signing. God willing and the creeks don't rise, I expect to have a Nextel signed lease back by Friday,June 16th to deliver to you on that same day for Council agenda on Monday, June 19th. Of course, this assumes that we need to obtain the Council's blessing. Also, per Nextel's obligation to provide a 10K bond as security against the tower's removal, I am pursuing the bond as well as the Insurance Certificate to Gear the last hurdles to the City's execution of the Lease. I will also make sure that Mike Dipiero, Nextel's construction manager, verifies Nextel's design is acceptable with the Manager at the City Yard. We can make this happen by month's end- let me know what else I need to do to facilitate this item.Thanks for your help. :�. �' . .`�"' :.:re-h ��i• 0,�7„ o..y:;:3` «>3>z' :i=z'r "I s:'�,z<:.F.�f�.:�. ........... I....,rows. o.s. ::v:.,»...: .:. ,.:,^:.��:`.`.�..... ..... ....... ..... ..... From: Cruzen, Patrick[SMTP:Patrick.Cruz:en©Nextel.com] Sent: Thursday, June 08,2000 10:27 AM To: 'Carmen Lynaugh' Cc: Rageh, Ash Subject Site at City Yard Carmen First off, I could not"attach"a copy of Nextel's LOA. I will fill out a Zoning Application and forward it for sig ature to allow the filing.That is probably better because the application is more specific. Let me now what you find out with regard to the Council needing to approve the Lease before the City'. execution. I'll move mountains to bring this thing by the end of June, if at all feasible. As alwa s, Thanks for your time and consideration. City Hall 10300 Tone Avenue Cupertino, CA 95014-3255 CITY OF Telephone: (408)777-3354 CU P E ITT I N FAX: (408)777-3333 PUBLIC WORKS DEPARTMENT May 31, 2000 Patrick ruzen Whale : Company, Inc. 1255 T eat Boulevard Walnut reek, CA 94596 RE: Ne le Lease Agreement Dear . Cruz; Enclose, please find one original and two copies of the above referenced agreement. Please e, ecute them and return all of them to me. Also enclosed are the required insurance forms as specified in the agreement. Please have these executed and mail to me. We will not be able to execute the agreement until we have these insurance forms. If you h:ve any questions please contact me at 408-777-3215. Very t ly yours, City of Cupertino Bert J. iskovich Directo of Public Wor Carmen I ynaugh Public ' orks Projects Manager Printed on Recycled Paper °:r City Hall • ,? _ 10300 Torre Avenue �..• � Cupertino, CA 95014-3255 Telephone: (408)777-3354 City of FAX: (408)777-3333 Cupert PUBLIC WORKS DEPARTMENT May 23, 2000 Patric Cruz Whal, & Company, Inc. 1255 I reat Boulevard Waln t Creek, CA 94596 RE: exile Lease Agreement Dear . Cruz; This latter in response to your wording change for the above referenced agreement. We would be willing to accept the wording changes to Section II, Paragraph B and the new sectio if the following wording could be added to this new section from the March 16, 2000 emo. Add to the last sentence this'wording: "except as when deemed abandoned pursu. t to Section II, Paragraph B of this agreement." In res•onse to the question of the monthly rent, we feel that the items you site are quite minor : d do not warrant a reduction in rent. 1. Th- first item is a request for a spot to mount a microwave on the pole in the future by the City. Not to mount a facility now. 2. Th- electrical socket can be deleted. 3. Th- area that we are asking for concrete is approximately 36 SF. Please contact me to discuss these items further. Very t ly yours, City o Cupertino Bert J. Viskovich Direct•r of Public W s Carme Lynaugh Public orks Projects Manager Printed on Recycled Paper . City Hall ��. �� ,; -ti,--; ' 10300 Torre Avenue � !��•! '` Cupertino, CA 95014-3255 4. `" Telephone: (408)777-3354 City of FAX: (408)777-3333 Cupertino PUBLIC WORKS DEPARTMENT May 23, 2000 Patrick Cruz On Whale& Company, Inc. 1255 Treat Boulevard Walnut Creek, CA 94596 RE: Nextle Lease Agreement Dear Mr. Cruz; ' This letter in response to your wording change for the above referenced agreement. We would be willing to accept the wording changes to Section II, Paragraph B and the new section if the following wording could be added to this new section from the March 16, 2000 memo. Add to the last sentence this'wording: "except as when deemed abandoned pursuant to Section II, Paragraph B of this agreement." In response to the question of the monthly rent, we feel that the items you site are quite minor and do not warrant a reduction in rent. 1. The first item is a request for a spot to mount a microwave on the pole in the future by the City. Not to mount a facility now. 2. The electrical socket can be deleted. 3. The area that we are asking for concrete is approximately 36 SF. Please contact me to discuss these items further. Very truly yours, City of Cupertino Bert J. Viskovich Director of Public W s eanAhm,..-- 871L- Carmen Lynaugh Public Works Projects Manager Printed on Recycled Paper May-19-2000 02:42pm From-NEXTEL T-817 P.002/002 F-863 ismom Whalen & Company, Inc. Nextel Project 1255 Treat Blvd., Suite 800 Walnut Creek, CA. 94596 MEMORANDUM To: Carmen Lynaugh, Eileen Murray, City of Cupertino From: Patrick Cruzen,Whalen & Company Date: May 19, 2000 Re: Proposed Nextel Telecommunications Lease at 10555 Mary Ave. Nextel Site No.: CA 2151 —B Hwy 280/85 cc: Vince Gamick,Whalen &Company Dave Cauchi, Nextel Legal File Below is the proposed language that would allow the City to be able to dispose of the Nextel equipment should the lease be terminated and the equipment abandoned. I believe this clause, to be inserted in paragraph II, section B, would accommodate the City's fears with regard to any extended obligations past Nextel's withdrawal from the site without removal of their equipment: "If Lessee fails to remove the Facilities within thirty (30) days of the termination or expiration of this Lease, City may remove and store the Facilities at Lessee's sole cost and expense. If Lessee does not claim the Facilities within thirty (30) days following said removal, and provided that City has given Lessee and any third party financing entity thirty (30) days prior written notice, the Facilities shall be deemed abandoned and City may dispose of the Facilities. Lessee shall notify City of the name and address of the third party financing entity for notice purposes herein and The City will be notified of any changes with respect to said entity and its address." This language would take precedence upon the Lease's termination and preempt the general exclusions against the City's ability to lien the Facilities(Collateral)during the term of the Lease. With regard to the declared"market rate"of$1800.00 per month for this Lease, there are certain conditions being required of Nextel's proposed installation at the City Yard that might be factored into the equation. • Nextel is being required to provide The City a microwave antenna mount for a potential communications downlink to the Cupertino City Hall. This requires additional costs that will need to be factored into the tower design • Nextel is being required to install an electrical socket(110 ac) for the City's use at their equipment location in the back of the City Yard. • Nextel is being required to extend their equipment foundation and pour a cement slab for the City's use adjacent to the Nextel equipment area. These items are being required in conjunction with the tower change-out to a''tree pole" stealth tower design that Cupertino Planning is requiring for Nextel to gain approval for their facility. Tree poles are costly endeavors that add yet another expense to the overall cost of this proposed facility. City Hall 10300 Torre Avenue fr Cupertino, CA 95014-3255 CITY OF Telephone: (408)777-3354 C O P E ITT I N O FAX: (408)777-3333 PUBLIC WORKS DEPARTMENT April 4, 2000 Paul Maddox 1255 Treat Boulevard Walnut Creek, CA 94596 RE: Lease Agreement Dear Paul; Attached please find a revised lease agreement. In accordance with you request for modifications we have made some revisions. They are as follows: 1. We made this change. 2. We made this change. 3. We modified you wording, but made a change in our wording. We will add wording regarding a monopole if it is decided that you will be installing one. 4. We can not reduce the security deposit because you are installing a larger building. 5. We made this change. 6. No change in our wording, because the lease is between Nextel and the City only, we will not store or notify a third part. Nextel is to remove the facility or it becomes the City's facility. Your financing agreement should reflect this. 7. We have made a change to our wording, however it is not your wording. 8. We made this change. 9. We made this change. 10. We will not release our rights to the facility upon your default or abandonment of the facility or non-payment or other default of this lease. No wording change. If you have any questions please contact me at 408-777-3215. Very truly yours, City of Cupertino Bert J. Viskovich Director of Public Works 'armen Lynau Public Works Projects Manager Printed on Recycled Paper Vim- I r d,l, ^m1,7ryy T-077—'77777 rr r, I lrr y -' : ter":7, * 1M N " 77-T,y r 77' 7N 7 '7 — rm -+-r".' —r- i'•J� �F�� ® f, ' .• ,r'•r„,a r w ,", F1 Y rl I , .1 ...., DATE: 03/16/2000 TO: Paul Maddox FROM: Dave Cauchi SUBJECT: Lease Review CA 2151-B Paul: The follow modifications should be made to the draft document you sent for my review: 1. Preamble: Replace Pacific Bell Mobile Services with Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications 2. Paragraph I: Insert the actual square footage we will need place of the fifty square feet now indicated. 3. Paragraph IB: The first sentence should read"It is contemplated hat).ess a shall construct upon the Premises a telecommunications facility which shall include,btzt 4i aited..tQ_the C?1-placement of a ten foot by twenty foot equipment shelter in which Lessee shall place its communications equipmen i d a foot monopole upon which Lessee shall place it's .2_. antennas._ 4. Paragraph 1B5: The amount of the requested security deposit is a bit steep. Can we adjust it to $5,000.00? ' . 0 IL, 5. Paragraph II (A): We need to add December 31, 2000 as the date in place of December 31, 1996. ,1 6. Paragraph II(B): Delete the third, fourth and fifth sentences and add the following in its place: 09�1f■ I n `t ' t '.�- If Licensee fails to remove the Facilities withi thirty (30) days of the termination r(1 r} ) - or expiration of this Lease, Lessor may remo and store the Facilities at , ,V'A r l'' Licensee's sole cost and expense. If License does not claim the Facilities within 3 ` thirty (30) days following said removal, and rovided that Owner has given 7 Licensee and any third party financing entit thirty(30)days prior written notice, t the Facilities shall a deemed abandoned and Owner may dispose them. ( r4-120 ' t) Q r v - .2 -40 y 2 i,o n ,, (- r '7. Paragraph IV,(A)(1): Delete the third sentence and add the following in its place r Notwithstanding the foregoing, Lessee ma assign its interest in this Lea to its g may � (i parent company, any subsidiary or affiliate of it or its parent company or to any tl \; 812-d E00/Z00'd 8E6-1 E89282ZSZ6+ 1e1x9N_WOJd wd62:10 0002-OZ—Jell successor-in-interest or entity acquiring fifty-one percent(51%) or more of its stock or assets. Additionally,Lessee may assign,mortgage, pledge,hypothecate or otherwise transfer without consent its interest in this Lease 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 similar instruments, or(iii) has obligations under or with respect to letters of credit,bankers acceptances and similar facilities or in respect of guaranties thereof. ` /8. Paragraph IV (B) 5(4)(page 10): "Endorses"should be"endorsed". '? ; -�") O" 9. Paragraph IV (B) 10: Date must be changed. - ( )' '! c, °` ` ` ' ? J ` 10. Add the following as a new section: Lessor waives any lien rights it may have concerning the Facilities which are deemed Lessee's personal property and not fixtures, and Lessee has the right to remove the same at any time without Lessor's consent. Lessor acknowledges that Lessee has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the Facilities (the"Collateral") with a third party financing entity(and may in the •0° •{ future enter into additional financing arrangements with other financing entities). In connection '' therewith, Lessor (i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures or otherwise; and (iii) agrees that the Collateral shall be exempt from ;N '.` � execution, foreclosure, sale, levy, attachment, or distress for any rent due or to become due and . . that such Collateral may be removed at any time without recourse to legal proceedings, 4 P k 6 I 1 " V �Rl q \z Z• 811-d E00/E00'd 8E6-1 E89Z61Z5Z8+ lelxeN_woJd wd0E:10 000Z-OZ-1eVl 1 1 ,� p,., 1255 Treat Boulevard } X Walnut Creek, CA 9J596 a „a Vinigh Ism F A X Date: 3"D A—O Q _ # of pages Including cover sheet: To: �fMfl M � „ 1. From: Company: a `�� c Office Phone: Cell Phone: (S c X60 'S��, Phone: Fax Phone: Fax phone: (q(3T)777 — 3 3 33 AK Immimmommommommommlimmommommilmmoommommommommummmommommommw REMARKS: ❑ Urgent ❑ For your review ❑ Reply ASAP ❑ Please comment Q&S\P-4"--■ ) Ca2is ciaa20-- p,4. c),() 811-d E00/100 d 8E8-1 E89Z812928+ lelreN-woJd Wd8Z:10 0002-0Z-JeVI CCa City Hall 10300 Torre Avenue Cupertino, CA 95014-3255 CITY�F Telephone: (408)777-3354 C��)�O FAX: (408)777-3333 PUBLIC WORKS DEPARTMENT 10300 Torre Avenue PERMIT TO ENTER.ON TO CITY PROPERTY Cupertino,CA 95014-3255 PH: (408)777-3354 FX: (408)777-3333 LOCATION OF CITY PROPERTY: I 0 C9 5 Marl A 'Qn(.le- - S2r U t Le Ci-(2. TYPE OF WORK: S L&r.121 -Pc()Pen "c0 v(4-e..--0-) PERMITTEE: v► d E i a A S Assn c e_s j h c. PHONE#:`IZ S-c6 61-s' 33.0 ADDRESS: S OOO ex c_�f l v¢,?ar\ ' i S 1/44% \ZS) San c v,CL o n ICS `i 4gr- ATTACHMENT: YES NONE >G CONDITIONS: l etX v e— ?r-o ( CA-\-1 \::)y 3',..U P or. \,CcD ex-4■ i-e, E z \rJ 1 -1'\n �\O la\Z LO L 01,S ( ` 0%--11-1 - 3 3So. APPROVED BY: DATE: a I Z )[O v J GENERAL REQUIREMENTS: 1. A copy of this permit must be kept on the job site.. 2. I HEREBY WAVE, RELEASE AND DISCAHAGE, the City Cupertino and the County of Santa Clara, their agents and employees FROM AND AGAINST ANY AND ALL LIABILITY FOR ANY LOSS,PERSONAL INJURY, INCLUDING DEATH, OR PROPERTY DAMAGE THAT MAY HAVE ARISEN OUT OF , OININ ANY WAY CONNECTED WITH, MY PRESENCE ON THE CITY OF CUPERTINO'S CORPORATION YARD, EVEN THOUGH TTHAT LIABILITY MAY HAVE ARISEN OUT OF NEGLIGENCOR CARLESSNESS ON THE PART OF THE PERSONS OR ENTITIES MENTIONED ABOVE AND HERIN RELEASED, BUT DO NOT RELEASE THE ABOVE MENTIONED PERSONS OR ENTITIES FORM THEIR FRAUDLULENT OR INTNTIONAL ACTS OR FOR THEIR NEGLIGNET VIOLATIONS OF STATUTORY LAW. Furthermore,I assume all responsibility and agree to indemnify the City of Cupertino for any loss,damage or injury to myself or my property which may have been caused by negligence,or any act,of any person connected in any way with the aforementioned presence.I understand that the City of Cupertino does not guarantee the construction,condition, or salty of the facilities or the e pment and that this Release Agreement is to be binding on me,my heirs and assigns. SIG A RE OF PERMITIEE DA Printed on R=cycled Paper Memorandum D Market Lease Rates for Personal Wireless Service Facility Sites Kreines &Kreines, Inc. 58 Paseo Mirasol Tiburon,CA 94920 (415) 435-9214 January 22, 2002 //L lifj Table of Contents I. Introduction 1 II. Types of Cell Site Leases 2 A. Facility Lease 2 B. Space Lease 3 C. Ground Lease 3 III. Leasing Combinations 4 IV. Contents of a Cell Site Lease That Could affect Lease Rates 5 A. Terms (in time) 5 B. Property Taxes 5 C. Technology 6 V. Setting a Fair Lease Rate 7 A. Prevailing Lease Rates 7 B. Selected Lease Rates 8 Table 1 9 Table 2 11 Table 3 12 VI. Conclusion 13 i I. Introduction The City of Cupertino has retained Kreines &Kreines, Inc. to provide wireless planning consulting services to the City. Kreines &Kreines, Inc. has previously submitted the following documents to the city of Cupertino: Task A. White Paper on City of Cupertino's scope of authority to review health and safety issues involving radio frequency radiation(including radiation from co-located facilities). Task B. Memorandum on the City's scope of authority to regulate wireless facilities and wireless industry trends. Task C. Memorandum on a defensible foundation for permit denial,mechanisms for obtaining co-location of facilities, 5-year evaluation of wireless facilities and cost recovery. This memorandum is for Task D, a memorandum on market lease rates for personal wireless service facility sites. Other tasks to be completed by Kreines &Kreines,Inc. include: Task E. Review Draft Plan prepared by City of Cupertino staff and prepare memorandum on review of Draft Plan Task F. Attend meetings in City of Cupertino. Task G. Prepare visual presentations for meetings. Task H. Telephone and e-mail conferences with City of Cupertino staff. In addition to a discussion of lease rates,this memorandum also discusses the types of leases used in wireless deployment and how leasing values are arrived at. Lease values could rise substantially during the term of a 20-to 30-year lease, and the reasons for these increases are discussed herein. 1 II. Types of Cell Site Leases In the event the City of Cupertino is interested in leasing property and/or space for cell sites, the following discussion describes different types of entities and leases used in nationwide wireless deployment. The entities involved in leasing property and/or space include: • Tower companies who build towers, manage the facilities (tower and equipment on the ground) and lease space on the towers to one or more wireless carrier. A tower company does not provide personal wireless services and only rarely does it own the ground the facility is on. While tower companies don't provide wireless services, they are members of the wireless industry. • Wireless carriers are entities operating with a Federal Communications Commission(FCC) license or, in the case of unlicensed carriers,within FCC rules. Tower companies are not wireless carriers. Wireless carriers are part of the wireless industry. • The wireless industry is a catch-all term. It includes tower companies,wireless carriers and the consultants who represent those entities. Attorneys who appear on behalf of other members of the wireless industry are themselves members of the wireless industry,as are vendors of wireless equipment. The following describes three different types of leases: Facility Lease A facility lease is a common lease type in use, primarily by tower companies. It is an agreement between a facility owner (landlord) and a wireless carrier (tenant). The primary purpose of the facility in this situation is to provide space for wireless services. In most cases the lease is an agreement where a wireless carrier places its equipment on the facility owned by a tower company. For the City of Cupertino to be involved in facility leasing, the City would have to own a facility that a wireless carrier wanted to lease space on. Such facilities are often called "towers" but they could include other facilities such as masts, poles or lattice structures next to police stations,fire stations, or other city-owned structures. The potential for facility leases by the City is slight, because the City has few facilities at this time 2 Space Lease The City of Cupertino might be interested in space leases,where space is leased on non-wireless structures that could be converted to partial wireless use. Space leases would include roof leases, leases on water tanks and leases on existing utility poles such as traffic signal stanchions or streetlights. Like any lease, space leases are site-specific and should not confer a right to place a personal wireless service facility anywhere the carrier chooses to move it. The corner of a roof,the top or side of a water tank and a specific utility pole should be spelled out in the lease. The City may have space on a few structures that could be leased to wireless carriers. Ground Lease The City of Cupertino may also be interested in a ground lease,where a lease area on the ground is delineated for lease to a tower company or a wireless carrier. Ground leasing has considerable potential for the City of Cupertino. 3 III. Leasing Combinations Many personal wireless service facilities are the result of two kinds of leases, such as a ground lease and a facility lease. The ground lease may be by a landowner (lessor) to a tower company which, as a lessee, owns and manages a tower. The tower company, in turn,provides a facility lease to each wireless carrier tenant on the tower. For example, a"tri-location" typically results in four leases: • One ground lease between the landowner (lessor) and the tower company (lessee). • Three facility leases between the tower companyl (landlord) and three wireless carriers (tenants). Many ground leases do not provide for an increased rent payment to the lessor (landowner) from the lessee (tower company) when the tower company adds additional tenants to a tower. Recommendation: If the City decides to enter into ground leases with tower companies, the City should receive an increased rent for each additional tenant that the lessee places on the tower. 1 If the City of Cupertino decides to build and own one or more towers,the City would become a "tower company"by virtue of ownership,even though the City is a public entity. 4 IV. Contents of a Cell Site Lease That Could affect Lease Rates Typical cell site leases provide several contingencies that might influence lease rates. Terms (in time) Cell site leases are usually not short-term. Wireless carriers prefer five-year terms with anywhere from three to five options to renew. Because the option to renew is almost solely at the carrier's discretion, the lessor or landlord may be at a disadvantage. A wireless carrier usually insists on the right to renew (or not to renew) a lease at five-year intervals. As long as the requirements of the lease are met, the wireless carrier can renew the lease. The rationale for this type of requirement on the part of the wireless carrier is that the carrier goes to great expense to establish the cell site, and the carrier does not want to move every five years. However, leases imply value that may tend to escalate over time. For this reason, both wireless and tower companies usually set an escalator of the lease rate at the Consumer Price Index (CPI) rate. Sometimes the escalator is applied annually and sometimes it is applied every five years. Recommendation: If the City decides to enter into space leases or facility lease leases, the City should receive an annual increase in rent. Property Taxes Many leases indicate that the wireless industry is responsible for paying property taxes on improvements including towers. When a ground lease is involved, the property tax bill goes to the owner of record,who is normally the lessor in a ground lease arrangement. For the City of Cupertino, this raises the following issues: • Public property pays no property tax. However,a commercial venture on public property should pay property tax on the property owned by a private entity. • Some wireless industry lessees and tenants pay less in taxes than the value of their property would indicate. Since a recipient of tax revenues is the local government, the City of Cupertino may lose considerable revenues unless this problem is dealt with in the lease. 5 The importance of including property taxes in a lease goes beyond making sure they are paid. The amount of property tax is a reflection of the lease's value. The City may want to ensure that a leased property is taxed as its full market value, thereby leading to a more equitable lease rate. Many municipalities ignore property taxes from cell sites as de minimis revenues. However, property tax revenues from wireless facilities are - or should be- worthy of a city's scrutiny and management. Recommendation: If the City decides to enter into leases with members of the wireless industry, the City should ensure that the lessee or tenant pays the correct amount of tax. Technology Technology is usually an ignored factor in determining lease rates. A cell site is not static,but ever-changing. Technology dictates that the cell site is not only kept up to date,but: • Improved - simple adjustments and additions make the cell site work better and therefor worth more. • Enhanced - new equipment can optimize and even maximize a cell site's performance. • Upgraded -wireless technology is advancing at a rapid pace,from 1G (analog) to 2G (digital) and beyond. As improvements, enhancements and upgrades are made, the cell site's capacity and therefore value is increased. Recommendation: If the City decides to enter into space or facility leases with wireless carriers, the City should ensure that the lease includes provisions for an increased rent when the cell site is improved, enhanced and/or upgraded. This will be more difficult when the lease is with a tower company for space on the ground, because the City may not have access -or interest-in the tenants of the tower company.2 2 It is important to note that a ground lease is not a prime lease to a tower company and therefore a tower company's facility lease to a wireless carrier is not a sub-lease. Rather,this is a concept of a master lease in the form of a ground lease,with all the provisions in the master lease allowing the tower company to operate independently,within the terms of the ground lease. 6 V. Setting a Fair Lease Rate A lease is worth exactly what two willing parties agree to. But that homily won't help the City of Cupertino determine how much to charge. Once a carrier or tower company makes an offer, that offer may set the framework for the negotiations. With that in mind, the offer is usually set too low and why not? It is in the wireless industry's interest to pay as low a lease rate as possible. Prevailing Lease Rates Wireless industry representatives sometimes state that there is a standard or "prevailing" lease rate in any market area. This is not true. There are typical lease rates and median lease rates in an area,but there are always exceptions. The"prevailing" lease rate is set by industry representatives who typically approach a building owner by asking"would you accept$500 per month for having some antennas on your roof?" Since a building owner rarely has plans for that roof, often the answer is "Sure,what do I have to do?" But building owners are also entrepreneurs, so often the answer is "Double it." As of May, 1995, the following were the median monthly lease rates for Pacific Bell Mobile Services (now Cingular) according to JM Consulting Group, a consultant to Pacific Bell Mobile Services: • West Bay Area (including Cupertino) -$750 • East Bay Area-$480 • Orange County-$452 • Los Angeles County-$440 These numbers appear very low,but they are almost seven years old. As people in the wireless industry and property owners became aware of these rates, their acceptance of them helped to set the "prevailing" lease rates for the wireless industry. These numbers helped to establish a very low baseline. Recommendation: If the City decides to enter into facility leases, space leases or ground leases, the City should net rely on or give credence to the notion of "prevailing" lease rates. 7 Selected Lease Rates The use of lease rates in other cities or other areas is of little value in Cupertino. The following information on lease rates is provided only as a point of reference for the City. • The Suffolk County Water Authority in New York currently has several leases for space on water tanks for$4,000 per month. • A study by Fryer's Tower Source, a periodical serving tower companies, shows an average facility lease rate of$1,013 per month in the year 2000. The 1998 lease rate was$682 per month. These are primarily facility leases as reported by tower companies. • Some leases are for a one-time fee instead of, or in addition, to a lease rate. Wired magazine reported in its February 1999 issue that Sprint paid the New Jerusalem Church in Bridgewater, Massachusetts a one-time sum of$500,000. The California Society of Municipal Finance Officers Cell Tower Lease Survey contains the lease rates shown in Table 1 for some cities and public agencies in California. Table 2 shows rents for a group of Mid-Atlantic public sector sites. Table 3 shows how the lease rates of a Kreines &Kreines, Inc. client have been increasing over the past 16 years. The basic lease rate in 1985 of$833 per month has increased over three times by 2001 to a monthly rate of$2,600. These are lease rates for space on publicly owned water tanks. 8 a) 0) W v C) '4.4 6, 'd O a) R. N © Fr a) bC g a O O a) C Z ° y0Oy brJ cn co 0 . v N N M c-e e-1 a 0 N co 0 W '; N c-e O m c v .5 o 0 C 0 O n . + 1 _ O 0) w v 0) 2, CU v v C7 rn g v y g co et 0 ar � o — >, ►n aai ° U Z v ° co .2 tg ° ° R, U V) o 4-. ' � = Ew � � v Ci 0 v U +' a�i i o R, `� a `" R, U w v v v XX U 9,+, cd c� a. a .P as 0 0 co -a- w "d � o 'u PA co (n cd co co U 0 w v o o wU 'ai t1 cu od w ca 0 et w Cl) � '5 ( ' ' o •5 �0n .5 oow = w , o E CO b.0 co o o 4-' O g N 0 v ` O m co o 0 o n o E- 0 Ef? 0 u N o 5 M N po co Oo 03 a ° O O 0 'c$ ,g 1 M, \ n M O N 4 i O v e., fI, 00 O r-1 U N .., 00 N O ER to E/11- ER (f V e-i 1- ( Ef e- Q' ,:s 4ON ti Ef3 EA- tq --i 0. a~ HT Ell Eft). H3 EA CU v y d•� ' �. z ' o A H 49, 4-,a) aJ U E a1 y-. ren V O 'O U Q w (n 0 °w cd O 4 ow • cal 0) . 0 w g g O o v C.,/ ti gO z N Nto . 1--( N in c-■ o ° aJ h aJ g oa U � 2 .0 3 3 ., °d i oa) o al ca co ;. p, }, CDO Ts ,� Gf 0 0 >-.ON v a) aa. 0 ° 0 .0 , {, D, , c� Cl) cn Cr) v0 CU C >,0000 4.4 U) Cr, ��, ›' cn o w a ca cis ••n o cu ,U ,V) o v a cn Lo cub 3 9,. in r c 3 o ›,'u ea ›,a, �,Q, y a bo.o ag, v ° y g cN �n a, to N. n o ►n o 3 11 v cz 9, D, ez =I Lrl V c c�i 0) 0 o 0, rvi 0 w ca al 0 O En U ^ U CI) CD 0 :4 v 0 e 1 2 '--.1 z la-1,4 W U co U e•-I I U m •.. tIJ o 0 o n . �, � 3 0 •a) EA EA iiI . 0 o o -4; o o E- bCo bA o ct n ca .E N co O o o id 0) c 1.1 Zi a . a - 0 III W .N et 0.1 r--i V e� a cd y cd 1:1 ,°: 0) 8 Q a) al 4 ›, �, u A a� a) a. 51 P4 cn E� H > > > U (Q }. a) o 04 cf) cn w a 0 a) a) -0 a) 0 o 44 0 bp a' oo °O , o oti) cd 0 '0 p • Ef} .2 itu a a0 cn c) a O° a) c) Eft al ° Cl.) a a CD ° ° °o °o °o o °o cc` .�' �N N ri ee-i r-i rN-I co a) r�-i a" N ,,,� Ef} EA- Ef} Ef} Ef} Ea ER EA- w Ea m Ea ems" fl) w A O cn 4+ .{ v ►�• tjj ON N U U ari ON ON ON CA U r-i r I cis a) a fV cn CI) , 4 c13 H .o U 4- .4 a) .0 a p o 0 g C o � < U U U ,° Q 0. U a) 5 a `" " a) .g O 5 o � a; x as w U c O ct g '4 '4 CZ cci �• v a o CU v y +� a) s m m m c)cn eg u z zz. z z w ess cn Ts U a ,� a, �, a) 0) a) a) Ea c co m m c) m Cl) in LO Un in CO a) a cn 0 ccl a) a4 cn cn U) co m U) U) u) cn U) cn s .� ^" N a1i ate) aai aa) a) v a) CU a) a) g . Lc) LC) in in Vn In LC) U) 11) icy in O W .;1 a) :1.4 ed ^ cV • U O 12 O 0 0 0 0 0 0 0 0 0 m O O O O O O O O O O a) cn .0 N O O O .O `O 'O .O .O � i i y N N U) '4 4)* EA- ER EA- EA- EFJ EA- E/} Ea ER ciS a ... co Pg i' a) v to N. cc) * * 'O 0 0 0 1--1 r-+ s e� td C' ON C a1 d\ C O O O 0 O A c-I e-+ rr-i N e-+ N N N N N 4 0 0 V t- . 0 •r4▪ y � 0) 4 a,y w E a) '4 a ° o a) $ o '5 ecl s.1.4 ^, 0 x a r a) n a F-4 il z ae c � u c c II) x U ° 1_1 s s CU g s s o 4) 0 N th 0 w k H ' ' a m ' k .5 .5 a n o > U U Z cn > d Cr)c 4 c > VI. Conclusion The City of Cupertino should avoid prevailing rates in setting lease rates. Lease requirements may be more lucrative than the lease rate. Leases should have an increased rent for each additional tenant, annual increases, and an increased rental for improved, enhanced and/or upgraded facilities. The City should also ensure that leases require the payment of all taxes, and that property taxes based on a fair assessed valuation are reported to the City. 13 . , r, cz - - Uv ' 4 r:t. ul tc, = ).-i iz o to -R e-1 ,., (1.? flt cp . b o . A O F" 0 Re n o eT fl, CI) e O N O N v ►-3 Z b 00 eD (, fp o Az by " CD 7 ° b o y y rD o '0 rj y b 0 O 0. `0 0 G.\\40 0 y eD CI. N W O 70 b b W" r oO I 1 0 47.- � o 4, z N • CD o Container ;7 i. (91 pit,;:i. , -0 ,, ,, -, ,,,,.,„_ L_, /- 1 49,0 / i I ,f_•.; , "7". ,.--',. %g PI-d s/..i. ,!. •:_A,-7- „ .-,,,-; e/ (z4,:.:1 . ' ., :w --=:/,?,..i.,,:J',;.,;(::: ' (- CI , -1;2--e-(//-"( <' cl I 4,44 -/ -,- 4. ,.,:l.:1 „4",..4 / 440;L :/;' -', 1' / l ??i.. . 7,:f'-' V-',-.6-(.7/ 64 (6 co) e90g- - 663_5 7., /e g, 4/ ,f 7-y / ., 1, , c/o 0 ri NJ;i(i = z OT 5Gtniji /e e /._ ,0 1/ je-a4EZ-fi 01/o?00 9°4 1'0/214 A' (R &Oa 1/4'0'' / C ffeta) ger Cwvviv-t- PcceArexk rLatt ' '5 /k9 4v 56 '° peit_ manfh 200 sF x424. 8//r +$ 4, l67-An,4t. 5� , 5-q-6/711 Nextel Communications 1255 Treat Boulevard,Suite 800,Walnut Creek,CA 94596 N EC1EL PUBLIC WORKS OCT G 2.00H SENT VIA FEDERAL EXPRESS October 11, 2000 Director of Public Works City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attn: Carmen Lynaugh RE: Insurance Forms Nextel Site# CA2151B/Hwy 280/85 Dear Ms. Lynaugh: Enclosed please find the original completed insu:rance documents. Nextel apologizes for the delay and appreciates your cooperation and patience. If you have any questions, please contact me at (925) 279-2508. Thank you. incerely, Angela to ville Property dministrator cc: Site Book Property Management NHQ Site Leasing Services • City Hall 10300 Torre Avenue enue Cupertino, CA 95014-3255 Telephone: (408)777-3354 CITY OF CUPEI�TINO FAX: (408)777-3333 PUBLIC VVARICS°eloper4P NT Angela Colville Nextel Communications 1255 Treat Boulevard Walnut Creek, CA 94596 RE: Nextle Lease Agreement Dear Ms. Colville; Enclosed please find the originals of the insurance forms. Please complete and return them to us. If you have any questions please contact me at 408-777-3215. Very truly yours, City of Cupertino Bert J. Viskovich Director of Public Works eanAlAt Carmen Lynaugh Public Works Projects Manager Printed on Recycled Paper AUG-29-00 TUE 11 :04 All MARSH USA INC FAX NO. 973 292 8730 N. 05 Aug-18-2000 00:28am From-N001 ICI + T-816 P.005/000 F-298 CUPERTJNO ENDORSEMENT OF PRIMARY INSURANCE In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached or any other Endorsement attached thereto, it is agreed as follows: The insurance afforded by this policy is primary insurance, and no additional insurance held or owned by the designated additional insured(s) shall be called upon to cover a loss under said additional policy. POLICY INFORMATION 1, Insurance Company; TRAVELERS PROPERTY CASUALTY 2. Insurance Policy Number: T.J–GLSA-7520226A AND 7'J–CAP-752G2271 3. Effective Date of this Endorsement: FEBRUARY 05, 20 00 4, Insured: ALETEL COMMUNTCATIONS, INC. • All notices herein provided to be given by the Insurance Company to the City in connection with this policy and this Additional Insured Endorsement, shall be mailed to or delivered to the City at 10300 Torre Avenue; Cupertino, California 95014. I,..._ S CQT J.' T. HAMM _ (print/type name) warrant that I have authority to bind the below listed Insurance Company and by my signature hereon do so bind this Company. Signature of Authorized Representative: /1(1 --- (Original signature required on all Endorsements furnished to the District) Name of Agent/Agattcy. TRAVELERS PROPERTY CASUALTY Title: ACCOUNT EXECUTIVE OFFICER Address:ORRIS BUSINESS CAMPUS — Telephone: (973) 606-2285 • _110Q THE AMERICAN ROAD Facsimile: (973) 606-5250 MORRIS PLAINS, NJ 07950 Primary tadorsement Page 1 of 1 AUG 29 '00 11:25 973 292 8730 PAGE.05 AUG-29-00 TUE 11 05 AM MARSH USA INC FAX NO. 973 292 8730 P. 06 Aur-18-2000 08:28am From-NEXTF iAI + 1-846 P.006/008 F-281 ie • CUPER,TJN O ADDITIONAL INSURED ENDORSEMENT In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached or any other Endorsement attached thereto, it is agreed as follows: • The City of Cupertino ("City") and its directors, officers, engineers, agents and employees, and all public agencies from whom permits will be obtained and their directors, officers, engineers, agents and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of the Contractor at or upon any of the premises of the City in connection with the Contract with the City,or acts or omissions of the additional insureds in connection with, but limited to its general supervision or inspection of said operations. 'POLICY INFORMATION 1. Insurance Company: TRAVELERS PROPERTY CASUALTY 2. Insurance Policy Number TJ-GLSA-752G.226A AND TJ—CAP-752G2271 3. Effective Date of this Endorsement: FEBRUARY 05, 20 00 4, Insured: NEXTF.L COMMUNICATIONS, INC. All notices herein provided to be given by the Insurance Company to the City in connection with this policy and this Additional Insured Endorsement, shall be mailed to or delivered to the City at 10300 Torre Avenue; Cupertino,California 95014. I, SCOTT T. SAt4i (print/type name) warrant that I have authority to bind the below listed Insurance Company and by my signature hereon do so bind this Company. Signature of Authorized Representative: 'Zu --1oh (Original signature required on all Endorsements furnished to the District) Names of Agent/Agency: TRAV .ERS PROPERTY CASUALTY Title: ACCOUNT EXECUTIVE OFFICER • Address:MORRIS BUSINESS CAMPUS Telephone: 973) 606-5285 110Q_ THE AMERICAN ROAD Facsimile: _(973) 606-5250 MORRIS PLAINS, NJ 07950 • Cerrificatc of tnsnrance Page 2 of 2 AUG 29 '00 11:25 973 292 8730 PAGE.06 AUG-29-00 TUE 11 06 AM MARSH USA INC FAX NO. 973 292 8730 P. 09 Aur18-2000 Ca:2Tom Frui-NEXTE' 'MM + T-846 P.004/008 F-203 CUPEVINO NOTICE OF POLICY CANCELLATION ENDORSEMENT In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached. or any other Endorsement attached thereto, it is agreed as follows: Cancellation Notice. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage or in limits, or materially altered, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City of Cupertino("City"). Such notice shall be addressed to the City as indicated below. )POLICY INFORMATION • 1. Insurance Company:_,TRAVELERS PROPERTY CASUALTY 2. Insurance Policy Number: IJ—GLSA-752G226A, TJ—CAP-752G2271 AND TVYAE—Ulf-116D6409 3. Effective Date of this Endorsement: FEBRUARY 05 20 00 4. Insured NEXTEI. _comAINICATioNS, ,INC. All notices herein provided to be given by the Insurance Company to the City in connection with this policy and this Additional Insured Endorsement, shall be mailed to or delivered to the City at 10300 Torte Avenue; Cupertino,California 95014. SCOTT T. HAM (print/type name) warrant that I have authority to bind the below listed Insurance Company and by my signature hereon do so bind this Company. Signature of Authorized Representative: X^� 'G�- (Original signature required on all Endorsements furnished to the District) Names of Agent/Agency: TRAVELERS PROPERTY CASUALTY Title: ACCOUNT EXECUTIVE OFFICER Address: MORRIS BUSINESS CAMPUS Telephone: (973) 606-5285 • 1100 THE AMERICAN ROAD Facsimile: (973) 606-5250 MORRIS PLAINS, NJ 07950 Cant cllati.on Endorse oe:ut Page 1 of 1 AUG 29 '00 11 26 973 292 8730 PAGE.09 AUG-29-00 TUE 11 :05 AM MARSH USA INC FAX NO. 973 292 8130 P. 07 Aus-1B-2000 09:28am Fran-NEXTEI A + 1-848 P.0(17/002 F-284 or CUPS 7INO COMPREHENSIVE GENERAL LIABILITY/ • COMMERCIAL GENERAL LIABILITY' * * * * R ENDORSEMENT OF AGGREGATE LIMITS OF INSURANCE PER PROJECT In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached or any other Endorsement attached thereto, it is agreed as follows; This Endorsement modifies the insurance provided under the General Liability Coverage part of the below-referenced policy of insurance. .r S L' ' A1.44\>, .i,g,Nc,• The general aggregate limit under LIMITS OF INSURANCE applies separately to the project described as SITE NUMBER/NAME: CA 215:18 / HWY 280/85 POLICY INFORMATION 1. Insurance Company: TRAVELERS PROPERTY CASUALTY 2. Insurance Policy Number; TJ-GLSA-7520226A 3, Effective Date of this Endorsement; FEBRUARY 051 20 00 4. Insured; NEXTEL COMMUNICATIONS, INC. S. Additional insured: City of Cupertino, its directors, officers, agents and employees. All notices herein provided to be given by the Insurance Company to the City in connection with this policy and this Additional Insured Endorsement, shall be mailed to or delivered to the City at 10300 Torre Avenue; Cupertino, California 95014. SCOTT T. HAMM (print/type name) warrant that I have authority to bind the below listed Insurance Company and by my signature hereon do so bind this Company. Signature of Authorized Representative: /( tl (Original signature required on all Endorsements furnished to the District) Names of Agent/Agency: TRAVELERS PROPERTY CASUALTY Title: ACCOUNT EXECUTIVE OFFICER Address: MORRIS BUSINESS CAMPUS Telephone: (973) 606-5285 1100 THE AMERICAN ROAD Facsimile: J221) 606-5250 MORRIS PLAINS, NJ 07950 Aggregate Limits Endorsement Page 1 of 1 AUG 29 '00 11:25 973 292 8730 PAGE.07 CGD2110898 DESIGNATED PROJECT(S) - GENERAL AGGREGATE LIMIT THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Project(s): Designated Project General Aggregate(s): City of Cupertino A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences"under COVERAGE A. (SECTION I),and for all medical expenses caused by accidents under COVERAGE C(SECTION I),which can be attributed only to operations at a single designated"project"shown in the Schedule above: 1. A separate Designated Project General Aggregate Limit applies to each designated "project",and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations,unless separate Designated Project General Aggregate(s)are scheduled above. 2. The Designated Project General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A.,except damages because of"bodily injury"or "property damage" included in the"products-completed operations hazard",and for medical expenses under COVERAGE C,regardless of the number of: a. Insureds; b. Claims made or"suits"brought;or c. Persons or organizations making claims or bringing"suits". 3. Any payments made under COVERAGE A. for damages or under COVERAGE C.for medical expenses shall reduce the Designated Project General Aggregate Limit for that designated"project". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Project General Aggregate Limit for any other designated"project"shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence,Fire Damage and Medical Expense continue to apply.However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Project General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences"under COVERAGE A.(SECTION I),and for all medical expenses caused by accidents under COVERAGE C. (SECTION I),which cannot be attributed only to operations at a single designated"project" shown in the Schedule above: 1. Any payments made under COVERAGE A. for damages or under COVERAGE C. for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit,whichever is applicable;and 2. Such payments shall not reduce any Designated Project General Aggregate Limit. C. When coverage for liability arising out of the"products-completed operations hazard"is provided, any payments for damages because of"bodily injury"or"property damage"included in the "products-completed operations hazard"will reduce the Products-Completed Operations Aggregate Limit,and not reduce the General Aggregate Limit nor the Designated Project General Aggregate Limit. D. For the purposes of this endorsement,the Definitions Section is amended by the addition of the following definition: "Project"means all work performed by or for you pursuant to a separate written contract. E. The provisions of SECTION III-LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. AUG-29-00 TUE 11 :05 AM MARSH USA INC FAX NO. 973 292 8730 P. 08 • Auq-18-2000 02:280 From-NEXTE; M + 1-846 P.008/009 F-299 CUPERJINO WAIVER OF SUBROGATION ENDORSEMENT WORKER'S COMPENSATION INSURANCE In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached or any other Endorsement attached thereto, it is agreed as follows: It ' greed that with respect to such insurance as is afforded by the policy, the Insurance C p 'es any ht of subrogation it may require agaatss't the Hof Cupervno, and each 'of its d' ctors, of35cers, agents, consultants and emplo es by r6n of arty payment made on ace nt of injury;u,cluding,death resulting there frorp-sustainecYby any employee of the insured, arising out of the pozforrnance of the above-referenced Contract. S �� A-NTY1r4kcam . POLICY INFORMATION 1. Insurance Company: TRAVELERS PROPERTY CASUALTY 2. Insurance Policy Number: MAE—CB-11606409 3. E fectivo Date of this Endorsement: r FEBRUARY 05 20 00 4. Insured: NEXTEL COMMUNICATIONS, INC. All notices herein provided to be given by the Insurance Company to the City in connection with this policy and this Additional Insured Endorsement, shall be mailed to or delivered to the City at 10300 Torre Avenue;Cupertino, California 95014. SCOTT T. HAMM (print/type name) warrant that I have authority to bind the below listed Insurance Company and by my signature hereon do so bind this Company. JJ-- Signature of Authorized kepresentative: �/�jJt44 (Original signature required on all Endorsements furnished to the District) Names of Agent/Agency: TRAVELERS PROPERTY CASUALTY Title;_ACCOUNT EXECUTIVE OFFICER Address:_EORS BUSINESS CAMPUS Telephone: (973) 606-5285 1100 TaE AMERICAN ROAD • Facsimile: (973) 606-5250 MORRIS PLAINS, NJ 07950 Subrogation Endone neat Page 1 of I • AUG 29 '00 11:26 973 292 8730 PAGE.08 WC00031300 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: City of Cupertino a■:111t11® C ERTiFICA S U E . DA oc1,1 011 oOu 1uu . o' .Lo/ oo . oV L-r•tui.:. 11.^611t.1mu PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MARSH USA INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 44 WHIPPANY ROAD HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR MORRISTOWN,NJ 07962-1966 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A TRAVELERS INDEMNI1Y COMPANY OF ILLINOIS INSURED COMPANY NEXTEL COMMUNICATIONS, INC B TRAVELERS INDEMNITY COMPANY OF AMERICA 2001 EDMUND HALLEY DR. -- RESTow.vA2u/s1'34o1 COMPANY C ToAvELEmo|mDBww|TrCOmpAmvoFoOmmEcT|ouT COMPANY D CHUBB INSURANCE COMPANY OF NEW JERSEY THIS IS TO CERTIFY THAT THE PCLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABovE FoR THE PCLICY PERIOD INDICATED,wmnIAr*sTAwo/wo ANY REQUIREMENT,TERM OR CONDITICN OF ANY CONTRACT CR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDIT1CNS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE POLICY POLICY EFFECTIVE POLICY EXPIRATION LIMITS �n, DATE(mmmomo o/nc(Mmmunv) A GENERAL LIABILITY TJ-GLSA-752G226A 0205100 02/05V01 GENERAL AGGREGATE $ 2.000.000 X cm*we,o,�GENERAL u,amr, pmooucm'cow�op^oo $ 2.000.muo �S lcLwMoM»os X OCCUR PERSONAL umvINJURY $ 1.000.000 OWNER'S x CONTRACTOR'S PRvr EACH OCCURRENCE $ 1.000.000 FIRE DAMAGE(Any one fire) $ 1.000.000 msoExp(My one ner"cn) $ 10.000 A AUTOMOBILE LIABILITY ll'CAp'752G2271 (A0) 02/05/00 02/05/01 COMBINED mmoLsLIMIT $ 1,000,000 B x ANY AUTO T*-CAP�52ou2ao(TX) 02/05/00 02/05/01 X ALL oINNsnAUTOS BODILY INJURY X SCHEDULED (p�p�=") � AUTOS X HIRED AUTOS 000/L,INJURY (Per accident) X NON-CANNED AUTOS X GARAGE LIABILITY PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY'r^ACCIDENT ANY AUTO OTHER THAN AUTO ONLY' itaggeginWEEN EACH ACCIDENT $ - AGGREGATE $ D EXCESS LIABILITY 7975-15-0e 02«05w00 02/05/01 EACH OCCURRENCE $ 4,000.000 X "me=su^ponM AGGREGATE $ 4,000.000 OTHER THAN UMELLAF& M * c WORKERS COMPENSATION AND T\0w\E'UB416D6409 0%0��V 0�V��1 � |armorcm,uM/rn EmamEnv'Lmuun, EACH ACCIDENT $ 1.000.000 THE PROPRIETOR/ INCL o/seme'POLICY LIMIT $ 1.000.000 PARTNERS/EXECUTIVE OFFICERS ARE E^CL DI ASE EACH EMPLOYEE $ 1.000.000 OTHER DESCRIPTION OF OPERATICNS!LOCAT1ONSNEI4ICLES?SPECIAI.ncm, LIMITS MAY HAVE IEEM REDUCED BYPND CLANS MD MAY HAVE DEDUCTIBLES OR RETENTIoNS. EXCEPT mx»RKEeSCQMpEmSATImm THE CITY 0FCUPERnmn ITS OFFICERS,EMPLOYEES,AGENTS AND CONTRACTORS ARE INCLUDED AS ADDITIONAL INSUREDS|FREQV|as�8Y LEASE ORCDNTgAC�jAL� GREEME�T SITE kUM�ER/NAME:CA21518/Hxvv28me5 PROPERTY ADDRESS: 10555 MARY AVENUE,CUPERTINO,CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION vxn'`asncn, THE wnun^wnECOMPANY WuL ENDEAVOR`nwwL CITY OFouPERT|NO ' 10300 TORRE AVENUE DAYS WRITTEN NOTICE TO THE CERTFICATE HOLDER NAMED TO THE LEFT, CUPERTINO,CA 95014 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. Robert S.Fissel AI:11111® CERTIFICA're OF INSURANCE o6�i6ioo"Y' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MARSH USA INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 44 WHIPPANY ROAD HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR MORRISTOWN,NJ 07962-1966 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A TRAVELERS INDEMNITY COMPANY OF ILLINOIS INSURED COMPANY NEXTEL COMMUNICATIONS, INC B TRAVELERS INDEMNITY COMPANY OF AMERICA 2001 EDMUND HALLEY DR. RESTON,VA 20191-3421 COMPANY C TRAVELERS INDEMNITY COMPANY OF CONNECTICUT COMPANY D CHUBB INSURANCE COMPANY OF NEW JERSEY COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MM/DD/YY) DATE(MM/DD/YY) A GENERAL LIABILITY TJ-GLSA-752G226A 02/05/00 02/05/01 GENERAL AGGREGATE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 2,000,000 CLAIMS MADE X OCCUR PERSONAL&ADV INJURY $ 1,000,000 OWNER'S&CONTRACTORS PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Any one fire) $ 1,000,000 MED EXP(Any one person) $ 10,000 A AUTOMOBILE LIABILITY TJ-CAP-752G2271 (A/S) 02/05/00 02/05/01 B X ANY AUTO TH-CAP-752G2283(TX) 02/05/00 02/05/01 COMBINED SINGLE LIMIT $ 1 000 000 X ALL OWNED AUTOS BODILY INJURY X SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) X GARAGE LIABILITY PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ D EXCESS LIABILITY 7975-15-09 02/05/00 02/05/01 EACH OCCURRENCE $ 4,000,000 X UMBRELLA FORM AGGREGATE $ 4,000,000 OTHER THAN UMBRELLA FORM $ C WORKERS COMPENSATION AND TVYAE-UB-116D6409 02/0.5/00 02/05/01 X STATUTORY LIMITS EMPLOYERS'LIABILITY EACH ACCIDENT $ 1,000,000 THE PROPRIETOR/ INCL DISEASE-POLICY LIMIT $ 1,000,000 PARTNERS/EXECUTIVE OFFICERS ARE EXCL DISEASE-EACH EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS AND MAY HAVE DEDUCTIBLES OR RETENTIONS. EXCEPT WORKERS COMPENSATION,THE CITY OF CUPERTINO, ITS OFFICERS, EMPLOYEES,AGENTS AND CONTRACTORS ARE INCLUDED AS ADDITIONAL INSUREDS IF REQUIRED BY LEASE OR CONTRACTUAL AGREEMENT.SITE NUMBER/NAME:CA 2151 B/HWY 280/85 PROPERTY ADDRESS: 10555 MARY AVENUE,CUPERTINO,CA 95014 CERTIFICATE HOLDER NYC-000398569-01 C:ANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF CUPERTINO EXPIRATION DATE THEREOF,THE INSURANCE COMPANY WILL ENDEAVOR TO MAIL 10300 TORRE AVENUE 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, CUPERTINO,CA 95014 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. IXMDIiXIItAEE 6G6N X(H ARSH Robert S. Fissel ACORD 25-S(3/93) A ACORD CORPORATION 1993 MARSH USA INC', CERTIFICATE - INSURANCE CERTIFICATE NUMBER _ NYC-000398569-09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS MARSH USA INC. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE 44 WHIPPANY ROAD POLICY.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE P.O.BOX 1966 AFFORDED BY THE POLICIES DESCRIBED HEREIN. MORRISTOWN,NJ 07962-1966 PUBLIC WOR cr — COMPANIES AFFORDING COVERAGE 4 COMPANY APR 0 4 206? A Zurich American Insurance Company INSURED COMPANY NEXTEL COMMUNICATIONS, INC. B National Union Fire Insurance Company(AIG) 2001 EDMUND HALLEY DRIVE RESTON,VA 20191-3421 COMPANY C COMPANY D COVERAGES THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MM/DD/YY) DATE(MMIDD/YY) A GENERAL LIABILITY GLO 2984146-01 04/01/02 04/01/03 GENERAL AGGREGATE $ 2,000,000 X I COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 2,000,000 CLAIMS MADE X OCCUR PERSONAL&ADV INJURY $ 1,000,000 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Any one fire) $ 250,000 MED EXP(Any one person) $ 1 0,000 A AUTOMOBILE LIABILITY BAP 2984147-01(ALL STATES) 04/01/02 04/01/03 COMBINED SINGLE LIMIT $ 2,000,000 A X ANY AUTO MA 2984148-01(MA) 04/01/02 04/01/03 A X ALL OWNED AUTOS TAP 2984149-01(TEXAS) 04/01/02 04/01/03 BODILY INJURY $ A X SCHEDULED AUTOS BAP 2984150-01(VA) 04/01/02 04/01/03 (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) X GARAGEKEEPER'S LIABILITY PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ B EXCESS LIABILITY BE 1394073 04/01/02 04/01/03 EACH OCCURRENCE $ 4,000,000 X UMBRELLA FORM AGGREGATE $ 4,000,000 OTHER THAN UMBRELLA FORM $ A WORKERS COMPENSATION AND WC 2984144-01(RETRO) 04/01/02 04/01/03 X I ORY LIA ITS OTH- ER EMPLOYERS'LIABILITY A WC2984145-01(DED.) 04/01/02 04/01/03 EL EACH ACCIDENT $ 1,000,000 THE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT $ 1,000,000 PARTNERS/EXECUTIVE OFFICERS ARE EXCL _ EL DISEASE-EACH EMPLOYEES$ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS(LIMITS MAY BE SUBJECT TO DEDUCTIBLES OR RETENTIONS) EXCEPT WORKERS COMPENSATION,THE CITY OF CUPERTINO,ITS OFFICERS,EMPLOYEES,AGENTS AND CONTRACTORS ARE INCLUDED AS ADDITIONAL INSUREDS IF REQUIRED BY LEASE OR CONTRACTUAL AGREEMENT.SITE NUMBER/NAME:CA 2151B/HWY 280/85 PROPERTY ADDRESS: 10555 MARY AVENUE,CUPERTINO,CA 95014 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREO --HE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO TIE CITY OF CUPERTINO CERTIFICATE HOLDER NAMED HEREIN,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION C R ATTN:CARMEN LYNAUGH/DIRECTOR OF PUBLIC WORKS 103000 TORRE AVENUE LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE,ITS AGENTS OR REPRESENTATIVES. CUPERTINO,CA 95014 MARSH USA INC. BY: Lillian Campbell nyat U.. MM1(9/99) VALID AS OF: 03/30/02 Je, Marsh USA Inc. 6/16/00 12 : 03 PAGE 2/2 RightFAX 14 A4 ;�.. ,-�, rip :: .,t,,z: '.. DATE MM1DD/YYm PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MARSH USA INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 44W-IIPPANY ROAD HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR MORRISTOWN,NJ 07962-1966 ,ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A TRAVELERS INDEMNITY COMPANY OF ILLINOIS INSURED COMPANY NEXTEL COMMUNICATIONS, INC B TRAVELERS INDEMNITY COMPANY OF AMERICA 2001 EDMUND HALLEY DR. RESTON,VA 20191-3421 COMPANY C TRAVELERS INDEMNITY COMPANY OF CONNECTICUT COMPANY D CHUBB INSURANCE COMPANY OF NEW JERSEY THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FCR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT, TERM CR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LINTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR DATE(NMIDDIYY) DATE(MM/DD/YY) LIMITS A GENERAL LIABILITY .TJ-GLSA-752G226A 02/05/00 02/05/01 GENERAL AGGREGATE $ 2,000,000 X CCMAMERGIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 2,000,000 RES CLAMSMADE X OCCUR PERSONAL&ADV INJURY $ 1,000,000 OWNER'S&CONTRACTOR'SPROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Any one fire) _ $ 1,000,000 MED EXP(My one persm) $ 10,000 A AUTOMOBILE LIABILITY TJ-CAP-752G2271 (A/S) 02/05/00 02/05/01 COMBINED SINGLE LIMIT B X ANy AUTO TH-CAP-752G2283(TX) 02/05/00 02/05/01 $ 1,000,000 X ALL OWNED AUTOS BODILY INJURY X SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) X GARAGE LIABILITY PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO ::::H OTHER THAN AUTO ONLY: `, � :_===>:» EACH ACCIDENT $ — AGGREGATE D EXCESS LIABILITY 7975-15-09 02/055/00 02/05/01 EACH OCCURRENCE $ 4,000,000 X UMBRELLA FORM AGGREGATE $ 4,000,000 OTHER THAN UMBRELLA FORM $ C WORKERS COMPENSATION AND TVYAE-UB-116D6409 02/05/00 02/05/01 STATUTORY LIMITS ? »^ `: # %EMPLOYERS'LIABLITY EACH ACCIDENT 1,000,000 THE PROPRIETOR/ INCL DISEASE-POLICY LIMIT $ 1,000,000 PARTNERS/EXECUTI W _ OFFICERS ARE' EXCL DISEASE-EACH EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS LIMITS MAY HAVE BEEN REDUCED BY PAID CLAMS AND MAY HAVE DEDUCTIBLES OR RETENTIONS. EXCEPT WORKERS COMPENSATION,THE CITY OF CUPERTINO,ITS OFFICERS,EMPLOYEES,AGENTS AND CONTRACTORS ARE INCLUDED AS ADDITIONAL INSUREDS IF REQUIRED BY LEASE OR CONTRACTUAL AGREEMENT. SITE NUMBER/NAME:CA 2151B/HWY 280/85 PROPERTY ADDRESS: 10555 MARY AVENUE,CUPERTINO,CA 95014 - -, - , ..:::::;: .t............. ��' � � ,,ice . : - :x .:vim' ' ................::..`.W^x:K_.:::.:v::::::::.::::,...:..................................y:J.kx`k w�; r<:+�i s F;::.:::.v rt .r..:::::::-:a;:.::.:x .,..... (....... ..5..... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF CUPERTINO EXPIRATION DATE THEREOF,THE INSURANCE COMPANY WLL ENDEAVOR TO MAIL 10300 TORRE AVENUE 3IL_DAYS WRITTEN NOTICE TO THE CERTFICATE HOLDER NAMED TO THE LEFT, CUPERTINO,CA 95014 BUT FAILURE TO MAIL SUCH NOTICE SHALL MPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AIM MUM IZEINNBB91NfNIMR[ ARSH Robed S.Fissel :: :::.a :>. .:max::.: : A1:11IWWW® CERTIFICA'� _ OF INSURANCE 01 DATE/19/OlYY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MARSH USA INC. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 44 WHIPPANY ROAD HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O BOX 1966 NJ 07962-1966 P4/8/ _ ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. UB vyOC�'10 COMPANIES AFFORDING COVERAGE s JT `^ COMPANY INSURED �� r 1„,J/p A TRAVELERS INDEMNITY COMPANY OF ILLINOIS t6F COMPANY NEXTEL COMMUNICATIONS, INC B TRAVELERS INDEMNITY COMPANY OF AMERICA 2001 EDMUND HALLEY DR. — RESTON,VA 20191-3421 COMPANY C TRAVELERS INDEMNITY COMPANY OF CONNECTICUT C:OMPANY D CHUBB INSURANCE COMPANY OF NEW JERSEY COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE.(MM/DD/YY) DATE(MM/DD/YY) A GENERAL LIABILITY TJ-GLSA-752G226A 02/05/00 04/01/01 GENERAL AGGREGATE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 2,000,000 CLAIMS MADE X OCCUR PERSONAL&ADV INJURY $ 1,000,000 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Any one fire) $ 1,000,000 MED EXP(Any one person) $ 10,000 A AUTOMOBILE LIABILITY TJ-CAP-752G2271 (A/S) 02/05/00 04/01/01 t COMBINED SINGLE LIMIT $ 1,000,000 B X ANY AUTO TH-CAP-752G2283(TX) 02/05 00 04/01/01 X ALL OWNED AUTOS BODILY INJURY $ X SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) X GARAGE LIABILITY PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ D EXCESS LIABILITY 7975-15-09 02/05,00 04/01/01 EACH OCCURRENCE $ 4,000,000 X UMBRELLA FORM AGGREGATE $ 4,000,000 OTHER THAN UMBRELLA FORM $ C WORKERS COMPENSATION AND TVYAE-UB-116D6409 02/05,00 02/05/01 X STATUTORY LIMITS EMPLOYERS'LIABILITY C TJ-U B-303 D572A 02/05/01 04/01/01 EACH ACCIDENT $ 1,000,000 THE PROPRIETOR/ INCL DISEASE-POLICY LIMIT $ 1,000,000 PARTNERS/EXECUTIVE OFFICERS ARE: EXCL DISEASE-EACH EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS AND MAY HAVE DEDUCTIBLES OR RETENTIONS. EXCEPT WORKERS COMPENSATION,THE CITY OF CUPERTINO, ITS OFFICERS,EMPLOYEES,AGENTS AND CONTRACTORS ARE INCLUDED AS ADDITIONAL INSUREDS IF REQUIRED BY LEASE OR CONTRACTUAL AGREEMENT.SITE NUMBER/NAME:CA 2151B/HWY 280/85 DROPERTY ADDRESS: 10555 MARY AVENUE,CUPERTINO,CA 95014 CERTIFICATE HOLDER NYC-000398569-05 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF CUPERTINO EXPIRATION DATE THEREOF,THE INSURANCE COMPANY WILL ENDEAVOR TO MAIL ATTN:CARMEN LYNAUGH/DIRECTOR OF PUBLIC WORKS 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 103000 TORRE AVENUE BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF CUPERTINO,CA 95014 ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. Rl Robert S. isselBSDN�197X9� ARSH Robert S. Fissel ACORD 25-S(3/93) n ACORD CORPORATION 1993 FAX NO. 973 �y� �+�� ' AUG-29-00 TUE 11 03 AM MARSH USA INC + ,3-t. t�sas P 002/004 F-209 •Auv-I9-2.t00 o®:zra* PronrNt•XTE CUPERT1NO C1E'.RT>D~'ICAT1E OF INSURANCE TO TEM CITY OF CUPERTINO This certifies to the City of Cupertino that the following described policies have been issued to the inured named below and are in force at this time. Insured: , NEX?EL COM NICATI.ONS, INC.• . Address:_ 2001 FAlice BALLEY DRIVE J1 .STON. VA 20191-3436 Description of operations/locations/products insured(show contract name and/or number,if any): S LTL: NO!'IBKR/NAMY'--: CA 2151B/ UWY 280/85 w, �— MARY AVENUE, CUPERTINO, CA 95014 _.--r PROPERTY AUt)RI?S S: 1U555 WORKER'S COMPENSATION * Statutory Min. *Employer's ._ JiliiVKLIMS Of insurer) , Liability' (name of insurer) 1,000,000 s 1,000,000 S 1,000,000 $ Insurance Company's State License No. _ Check Policy Type: -_ ~ Each Occurrence S 1,000.000 COMPRZHENSWE GENERAL AL LIABILITY 2,000,000 [. Premises/Operations General Aggregate • (if applicable) [ ] Owners Se Contractors $ Protective Aggregate [x) Contractual for Specific $ 1,000,000 Contract Personal Injury EA] Products Liability [ ] XCU hazards ,000,000 [ ] Broad Form PD. Fire Damage(any one fire) $ [Z] Severability of Interest Clause 10,000 [ ] Personal Injury with Medical Expense Employee Exclusion Removed (any one person) or Self-Insured COMMERCIAL GENERAL LUABTLITY Retention S _------- TRAVELERS PROPERTY CASUALT • • • .— (name of insurer) Expiration Date OT/05/01 Policy No. TJ—GL SA-752G226A__ �� Certificate of Issuance Page 1 of 2 973 292 8 730 PAGE.03 AUG 29 '00 11:24 7r.� G�� 6730 PAGE.04 HU(i-�9-UU IUE: 11:04 AM MARSH USA INC FAX NO. 973 292 8730 P. 04 hi-10-2000 00:ZTam From-NEXTE AM T-840 P.003/0O0 F-288 r ' AUTOMOTIVE/VEHICLE LIABILITY BODILY INJURY PROPERTY DAMAGE • Commercial Form Each Person Each Accident Liability Coverage Each Accident TRAvKLERS PROPERTY CASUALTY (name of insurer) S_ or Combined Single Limit $ 1,000,000 Policy No. TJ-CAP-752G2271 Expiration])ate 02/05/01 A copy of all Endorsements to the policy(ies)which in any way (agent's initial) limit the above-listed types of coverage are attached to this Certificate of Insurance_ This Certificate of Insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or any other document with respect to which this Certificate of Insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. 1T IS t" ' d:Y CERTIFIED that the above policy(ies)provide liability insurance as required by the Agree t between the City and the insured. By: Dated: /1 2 0 O) Attach Certificate of Insurance and Additional Insured Endorsement on company forms. Certificate of Insurance Page 2 of 2 AUG 29 '00 11:24 973 292 8730 PAGE.04 Nextel Communications 1255 Treat Boulevard, Suite 800,Walnut Creek, CA 94596 NEXTEL ‘'i, I SENT VIA FEDERAL EXPRESS October 9, 2000 Carmen Lynaugh City of Cupertino 10300 Torre Avenue Cupertino, CA 951014 Re: Nextel Site#CA2151B /Hwy 280-85 Site Restoration Bond Dear Ms. Lynaugh: Pursuant to Paragraph 5 of the Antenna Site Lease Agreement between the City of Cupertino and Nextel of California, Inc., enclosed please find an original Site Restoration Bond in the amount of Ten Thousand Dollars ($10,000.00). If you have any questions, please contact me at (925) 279-2508. Nextel appreciates your cooperation and being your tenant. Sincerer, '',. ( 6\0 (\e Angel olville Property Administrator Enclosures cc: PM G:\eng\PropMgmt\ALLSITES\2151b\Letter to city of cupertino enclosing original bond.doc Bond No. 535103303426 SITE RESTORATION BOND Nextel of California, Inc., d/b/a Nextel Communications, as Principal, and Travelers Casualty and Surety Company of America of Hartford, CT, as Surety, are held and firmly bound unto City of Cupertino, 10300 Torre Avenue, Cupertino,CA 95014, as Obligee, in the penal sum of Ten Thousand and no/100 Dollars, ($10,000.00)the payment of which we bind ourselves,our heirs,executors and assigns firmly by these presents. WHEREAS,the Principal has entered into a written agreement in connection with the operation of a communications facility located at 10555 Mary Avenue, Cupertino, CA 95014 (Nextel Site No. CA 2151B/Hwy 280/85), the ("Property") which agreement sets forth the terms and conditions which govern the use of such Property, which agreement is hereby specifically referred to and made part hereof, with like force and effect as if herein at length set forth. Now therefore, if upon termination of the agreement, the Principal removes all additions and equipment belonging to the Principal and restores the premises to the original condition, then this obligation to be void, otherwise to remain in full force and effect. The total amount payable under this bond, in the aggregate, shall be the penal sum referenced above, regardless of the number of years this bond remains in force. This bond is a continuous obligation and shall remain in force until canceled. The Surety may cancel this bond at any time by giving the Obligee written notice thirty(30)days prior to the effective date of the cancellation. Upon the cancellation effective date, future exposure to the Surety under this bond shall terminate. However,the Surety shall remain liable for any exposure under this bond resulting from the Principal's failure to fulfill its site restoration obligations during the time this bond was in force. Cancellation by the Surety does not need to be accepted by the Obligee to be effective. The Obligee may terminate this bond at any time. Effective Date of Bond: June 22, 2000 Signed and sealed this 22nd day of June,2000. Nextel of California,Inc.,d/b/a Nextel Communications Principal Christie Hill, Corporate Secretary Tr. ers asu.alt and S.ret C.m I an of America ,trety lia B.Tavl• ,Attorney-in-fft q\surety\nextel\Nexsite TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA TR 'LERS CASUALTY AND SURETY COMPAY FARMINGTON CASUALTY COMPANY Hartford,Connecticut 06183-9062 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford, County of Hartford, State of Connecticut, (hereinafter the "Companies") hath made, constituted and appointed, and do by these presents make, constitute and appoint: Shannon R. Keane, Alexandria H. Nassar, David C. Moylan, Julia B. Taylor, of Washington, District Of Columbia, their true and lawful Attorney(s)-in-Fact, with full power and authority hereby conferred to sign,execute and acknowledge,at any place within the United States, the following instrument(s): by his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking and any and all consents incident thereto and to bind the Companies, thereby as fully and to the same extent as if the same were signed by the duly authorized officers of the Companies, and all the acts of said Attorney(s)-in-Fact, pursuant to the authority herein given,are hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are now in full force and effect: VOTED: That the Chairman,the President,any Vice Chainnan,any Executive Vice President,any Senior Vice President,any Vice President,any Second Vice President,the Treasurer,any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds,recognizances,contracts of indemnity,and other writings obligatory in the nature of a bond,recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her. VOTED: That the Chairman,the President,any Vice Chairman,any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company,provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary. VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when(a)signed by the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice President, any Second Vice President,the Treasurer,any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary,or(b)duly executed(under seal,if required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority. This Power of Attorney and Certificate of Authority is signed and sealed by facsimile under and by authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALfY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY,which Resolution is now in full force and effect: VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President,any Assistant Vice President, any Secretary,any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents,Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. 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F,9 /'1'4 4, ev uosdwogi •M a6aoe° 1 47.-4— ; NNW it a woo As U i 8 61g y - 'aeoitem S 'OH9dl241 $ �J ��hASV7 `SONY Al'��Clrts00,. CRI03.LdIVH 3O A.LNf10D ANiVd A103 A.L'IVIISVO NIO.L)NIIb1RIV3 proJtJ H'SSI ANWII4103 A. L11S QNY A.L IVf1SVa SIIiI IaAVILL V3IUI3IAIV 3O ANVd11103 Al I11S(INV A.L'IVIlSVD sualaAV LL .Lf1DLLDRININOD 30 3.LV.LS '0002 `,CR'Jo,Cup 1116Z snp poxure oiaraq oq 02 slugs aierodroo riagl pue;uapisa td aa!A aoivag riagl Aq paudis XI 02 )uaumrlsut sigi posnuo 3Aeq ANIVdNIOO A.L'IVIISVO NO.L9NIIIVIIV3 Pure ANIVMAIOD A.L32If1S ( NIV A,L'IVIISVD SU3'IaAV2I.L `VDRIaWV 30 ANIVMAIOD A.L32If1S (INN A.L'IVIISVO SWId'I3AV2LL `3O32IaHM SSaN.LIM RI Whalen & Company, Inc. Nextel Project 1255 Treat Blvd., Suite 800 Walnut Creek, CA. 94596 July 5, 2000 The City of Cupertino c/o Department of Public Works 10300 Tone Avenue Cupertino,CA. 95014 Attn.: Ms.Carmen Lynaugh RE: Proposed Nextel Communications Wireless Facility at the Cupertino City Yard, 10555 Mary Avenue,Cupertino. Nextel Site No.: CA 2151 B—Hwy 280/85 Dear Ms. Lynaugh, Again, Thank You for your expeditious handling of the lease approval via the auspice of the City of Cupertino Attorney and the Cupertino City Council. I recognize there are certain requirements pending before the City feels comfortable in forwarding the signed Lease document to Nextel Communications. With regard to the issue of Nextel's power supply for its proposed facility at the City of Cupertino Yard, Nextel will obligate itself to maintain a spare 200 amp service at the transformer for anticipated future use by the City of Cupertino. Should Nextel's power requirements deplete the spare power at the transformer to a level below 200 amps,Nextel will either: • Upgrade the transformer to a level such that there will be a residual 200 amp spare service at the transformer once Nextel's power has been installed; or, • Nextel will pull entirely new power service from the street if the existing City Yard transformer cannot be upgraded sufficiently. Nextel has arranged a utility meeting with PG&E at the property, scheduled for Friday, July 7th at 9:30 am, which should fully identify the actual power available on the transformer at the City Yard. Within a few days of the meeting,PG&E will forward the results of the power study to make the actual determination for Nextel's power source. I am acting as an agent for Nextel, and I am signing on Nextel's behalf to bind them to this agreement. As part of Nextel's good faith on this site I am delivering the $10,000.00 "Site Restoration Bond," as also required under the terms of the lease. I would hope this would allow the City of Cupertino to forward the signed lease document for Nextel's files,which will allow Nextel's Insurance Carrier to issue the insurance riders that the City of Cupertino requires. Thank you for your time and consideration of this matter. Sincerel / Patrick Cruzen Project anager Whalen&Company,Inc. Site Acquisition Consultant for Nextel cc Nextel Communications file Bond No. 53S103303426 SITE RESTORATION BOND Nextel of California, Inc., d/b/a Nextel Communications, as Principal, and Travelers Casualty and Surety Company of America of Hartford, CT, as Surety, are held and firmly bound unto City of Cupertino, 10300 Torre Avenue,Cupertino,CA 95014,as Obligee, in the penal sum of Ten Thousand and no/100 Dollars, ($10,000.00)the payment of which we bind ourselves,our heirs,executors and assigns firmly by these presents. WHEREAS,the Principal has entered into a written agreement in connection with the operation of a communications facility located at 10555 Mary Avenue, Cupertino, CA 95014 (Nextel Site No. CA 2151B/Hwy 280/85), the ("Property") which agreement sets forth the terms and conditions which govern the use of such Property, which agreement is hereby specifically referred to and made part]aereof, with like force and effect as if herein at length set forth. Now therefore, if upon termination of the agreement, the Principal removes all additions and equipment belonging to the Principal and restores the premises to the original condition, then this obligation to be void, otherwise to remain in full force and effect. The total amount payable under this bond, in the aggregate, shall be the penal sum referenced above, regardless of the number of years this bond remains in force. This bond is a continuous obligation and shall remain in force until canceled. The Surety may cancel this bond at any time by giving the Obligee written notice thirty(30) days prior to the effective date of the cancellation. Upon the cancellation effective date, future exposure to the Surety under this bond shall terminate. However,the Surety shall remain liable for any exposure under this bond resulting from the Principal's failure to fulfill its site restoration obligations during the time this bond was in force. Cancellation by the Surety does not need to be accepted by the Obligee to be effective. The Obligee may terminate this bond at any time. Effective Date of Bond: June 22, 2000 Signed and sealed this 22nd day of June,2000. Nextel of California,Inc.,d/b/a Nextel Communications Principal By dAtizLbL , -IL1 L Christie Hill,Corporate Secretary Casualt and et Co, 'an of America Surety ' By d% dilliFia ulia B.Taylor, 'ttorney-in-fay q\surety\nextel\Nexsite • ACKNOWLEDGEMENT OF ATTORNEY-IN-FACT STATE OF MARYLAND ss COUNTY OF MONTGOMERY On this 22nd day of June. 2000 , before me, a Notary Public, with and for the County and State, personally appeared Julia B. Taylor to me personally known, and known to me to be the Attorney-in-fact of and for the Travelers Casualty and Surety Company of America a corporation created, organized and existing under and by virtue of the laws of the State of Connecticut, upon oath did say that the corporate seal affixed to the attached instrument is the seal of the said Company; that the seal was affixed and the said instrument was executed by the authority of its Board of Directors, and he/she did also acknowledge that he/she executed the said instrument as the free act and deed of said Company. February 1 2004 Notary Public—April O. Corr-Vton My Commission Expires TRAVELEI .ASUALTY AND SURETY COMPANY OF A11. .dCA TRAVELERS CASUALTY AND SURETY COMPANY FARMINGTON CASUALTY COMPANY Hartford,Connecticut 06183-9062 TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS Naperville,Dlinois 60563-8458 POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY COMPANY, corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford, County of Hartford, State of Connecticut, and TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS, a corporation duly organized under the laws of the State of Illinois, and having its principal office in the City of Naperville, County of DuPage, State of Illinois, (hereinafter the "Companies") hath made, constituted and appointed, and do by these presents make, constitute and appoint: Shannon R. Keane,Jacqueline Droujinsky,Alexandria H. Nassar,David C. Moylan or Julia B. Taylor of Washington DC, their true and lawful Attorney(s)-in-Fact, with full power and authority hereby conferred to sign, execute and acknowledge,at any place within the United States,or, if the following line be filled in,within the area there designated the following instrument(s): by his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance,or conditional undertaking and any and all consents incident thereto and to bind the Companies,thereby as fully and to the same extent as if the same were signed by the duly authorized officers of the Companies, and all the acts of said Attorney(s)-in-Fact,pursuant to the authority herein given, are hereby ratified and confirmed. This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are now in full force and effect: VOTED: That the Chairman,the President,any Vice Chairman,any Executive Vice President,any Senior Vice President,any Vice President,any Second Vice President, the Treasurer, any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds,recognizances,contracts of indemnity,and other writings obligatory in the nature of a bond,recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her. ' VOTED: That the Chairman, the President,any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company,provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary. VOTED: That any bond, recognizance, contract of indemnity, or writin,; obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when(a)signed by the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary,or(b)duly executed(under seal,if required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority. This Power of Attorney and Certificate of Authority is signed and sealed by facsimile under and by authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY, FARMINGTON CASUALTY COMPANY and TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS,which Resolution is now in full force and effect: VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President,any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Resident Vice Presidents,Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. 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NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby authorizes the Mayor and the City Clerk to execute said agreement on behalf of the City of Cupertino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 19th day of June, 2000,by the following vote: Vote Members of the City Council AYES: Burnett, Chang, James, Lowenthal, S tatton NOES: None ABSENT: None ABSTAIN: None ATTEST: APPROVED: /s/Kimberly Smith /s/John Statton City Clerk Mayor, City of Cupertino 5D1 aCi / Antenna Site Lease Agreement between the CITY of Cupertino and Nextel of California, Inc., a Delaware Corporation,d/b/a Nextel Communications This Antenna Site Lease Agreement("Lease") is executed by and between the CITY of Cupertino, a municipal corporation, hereinafter called"CITY" and Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications, hereinafter called"LESSEE." I. DEMISED PREMISES CITY hereby leases and LESSEE leases from CITY a portion of that certain real property situated in the CITY of Cupertino, State of California, commonly known as Cupertino Service Center("Site") described and delineated as specifically shown on Exhibit A attached hereto, consisting of approximately six hundred (600) square feet of land. Said real property is hereinafter called the "PREMISES" and is described in Exhibit B attached hereto. A. PERMITTED USE The PREMISES, may be used by LESSEE for any lawful activity in connection with the provision of mobile/wireless communication services, including without limitation, the transmission and the reception of radio communication signals on various frequencies and the construction, maintenance and operation of related communication facilities. LESSEE shall not use the PREMISES for any activity or in any manner which would tend to lower the character of the PREMISES, or in such a manner as to create any nuisance which disturbs, interferes with, or annoys any other neighboring person or entity. B. CONSTRUCTED IMPROVEMENTS It is contemplated that LESSEE shall construct upon the Premises a telecommunications facility which shall consist of a ten foot by twenty foot equipment shelter in which Lessee shall place its communications equipment. Before any work of construction, alteration, or repair is commenced on the PREMISES, LESSEE shall comply with all of the following conditions and provisions unless CITY's written waiver is first obtained: 1. All new structures shall first comply with CITY's applicable development standards and review process, including review and approval of required conditional use permits by the Planning Commission or CITY Council as appropriate. 2. LESSEE shall notify CITY in writing of LESSEE's intention to commence any work of improvements at least five (5) working days prior to commencement of such work. The notice shall specify the approximate location and nature of the intended improvements. CITY shall have the right to post and maintain on the PREMISES any notices of non-responsibility provided for under applicable law, and to inspect the PREMISES in relation to compliance with this Lease, other permits or the construction at all reasonable times. 3. LESSEE shall secure and deliver to CITY, care of the Public Works Department, adequate evidence of compliance with all applicable building codes, ordinances, regulations, and requirements for all permits and approvals, including but not restricted to grading 1 ORIGINAL permits,building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies regulating water, sewer, and any other utility or improvement on the Site. 4. LESSEE shall provide required bonds or other security securing completion of any new structures to be constructed upon the Site,pursuant to section I(B)(5) of this Lease, and shall furnish CITY, care of the Public Works Department,with evidence of said security prior to undertaking any such construction on the PREMISES. 5. Prior to any work being conducted upon the Premises, LESSEE shall have provided to the CITY a bond or Certificate of Deposit as a security deposit in the amount of ten thousand dollars ($10,000.00) to cover the costs for the removal of LESSEE's equipment in and upon the PREMISES and any repairs that may be required to the PREMISES which are the responsibility of the LESSEE to repair under this lease. The CITY shall have the right to draw against the deposit in the event of a default by LESSEE or to cover the costs for the removal of the encroachment and any repairs that may be required to the PREMISES in the event that LESSEE fails to meet and fully perform any of its obligations hereunder. Within ten days of receipt of written notice from the CITY, LESSEE shall renew or replace such sums of money as shall bring the security deposit current. No release of the bond or certificate of deposit held as a security deposit shall be made except upon approval of the CITY, in accordance with California law. LESSEE agrees that the bond or certificate of deposit shall be held in full force and effect for the Term of this Agreement. The Security Deposit shall be released by the CITY upon completion of the removal of the encroachment and any repairs necessary to restore the :PREMISES to their original condition as of the Commencement Date of the lease excepting reasonable wear and tear beyond the control or without the fault or neglect of the Lessee. The deposit shall be released thirty (30) days after the CITY Engineer's inspection and acceptance of the work. 6. Once any approved work of improvement is begun, LESSEE shall diligently prosecute completion of said work or construction. All work shall be performed in a good and workmanlike manner, and shall substantially comply with plans and specifications approved by CITY and as required by this Lease. C. SOIL CONDITIONS CITY makes no covenants or warranties respecting the condition of the soil or subsoil or any other condition of the PREMISES that might affect LESSEE's ability to construct the monopole antenna upon the PREMISES. D. UTILITY INSTALLATION ACCESS CITY grants to LESSEE the right to install utilities, for the purpose of serving the PREMISES only, which may be, in CITY's sole opinion, reasonably required. 2 II. TERM OF LEASE A. COMMENCEMENT AND TERMINATION The term of this Lease (Term) shall be five (5) years commencing with the issuance of a local building permit allowing LESSEE to construct its mobile/wireless communications facilities on the PREMISES, or December 31, 2000, whichever is earlier(hereinafter referred to as "Commencement Date"). At the option of LESSEE, the term of this Lease may be renewed for successive five-year periods of time (hereinafter referred to as "Renewal Term"), but in no event, shall the Lease be extended for more than two Renewal Terms without the negotiation and execution of a new lease. Not withstanding the above, the CITY may terminate the lease prior to the expiration of its term or any Renewal Term, under the following circumstances: 1. If LESSEE is in material breach; 2. If the CITY is required by federal, state or local law to regain possession of the PREMISES; 3. If the CITY no longer utilizes the Site as a city facility. Upon a breach or default of any of the terms or obligations of this LEASE by LESSEE, the CITY shall serve written notice upon LESSEE reasonably describing the breach or default. If LESSEE fails to cure a monetary breach or default within thirty (30) days or a non-monetary breach within sixty (60) days this LEASE shall be subject to termination at the option of the CITY. The CITY shall be entitled to exercise all rights and remedies hereby reserved under this LEASE or made available under applicable laws. Termination of this LEASE by the CITY shall constitute the withdrawal of any consent or authorization of CITY for LESSEE to perform any construction or other work under this LEASE excepting only that work necessary to remove all equipment and to repair the PREMISES to their original condition existing at the Commencement Date of the LEASE,reasonable wear and tear beyond the control or without the fault or neglect of the LESSEE excepted. LESSEE may terminate this LEASE at any time during the term of this LEASE or any Renewal Term thereof upon thirty- (30) day's notice to the CITY with no further liability except as expressly provided herein. Upon such early termination by LESSEE, the CITY shall make a pro-rata refund to LESSEE of the rental fee paid to the CITY by LESSEE prorated to the date of CITY's acceptance of the removal of the LESSEE's FACILITIES. In the event of termination by either party, LESSEE shall immediately cease all work being performed under this LEASE, excepting only that work necessary for LESSEE to remove all equipment and repair the PREMISES in accordance with Section II(B). B. SURRENDER OF PREMISES LESSEE shall remove all LESSEE Facilities at its sole expense upon cancellation, expiration or earlier termination of this Lease. LESSEE shall repair any damage to the PREMISES caused by such removal and shall return the PREMISES to the 3 condition which existed on the Commencement Date, reasonable wear and tear and damages beyond the control or without the fault or neglect of LESSEE excepted. If LESSEE fails to remove the Facilities within thirty(30) days of the termination or expiration of this LEASE, CITY may remove and store the Facilities at LESSEE's sole cost and expense. If LESSEE does not claim the Facilities within thirty(30) days following said removal, and provided that CITY has given LESSEE and any third party financing entity thirty (30) days prior written notice, the Facilities shall be deemed abandoned and City May dispose of the Facilities. LESSEE shall notify CITY of the name and address of the third party financing entity for notice purposes herein and the CITY will be notified of any changes with respect to said entity and its address. LESSEE's obligation to observe and perform the covenants of this paragraph shall survive the end of this Lease. C. LIEN RIGHTS CITYwaives any lien rights it may have concerning the Facilities which are deemed LESSEE's personal property and not fixtures, and LESSEE has the right to remove the same at any time without CITY consent. CITYacknowledges that LESSEE has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the 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, CITY(i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures 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 that such Collateral may be removed at any time without recourse to legal proceedings, except as when deemed abandoned pursuant to Section II, Paragraph B of this Lease. D. ACCESS TO IMPROVEMENTS 1. LESSEE shall have the right(but not the obligation) at any time following the full execution of this Lease and prior to the Commencement Date, to enter the PREMISES for the purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (hereinafter singularly and collectively referred to as "Tests") to determine the suitability of the PREMISES for LESSEE's Facilities (as defined herein) and for the purpose of preparing for the construction of LESSEE's Facilities. During any Tests or pre- construction work, LESSEE will have insurance as set forth in Section IV, B, 4, Insurance. LESSEE will notify CITY of any proposed Tests or pre-construction work and will coordinate the scheduling of same with CITY. If LESSEE determines that the PREMISES are unsuitable for LESSEE's contemplated use, then LESSEE will notify CITY and this Lease will terminate. 2. LESSEE has the right to construct, maintain and operate on the PREMISES radio communication facilities, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements (hereinafter referred to as "Facilities"). In connection therewith, LESSEE has the right to do all work reasonably necessary to prepare, add, maintain and alter the PREMISES for LESSEE's communications operations and to install utility lines and transmission lines connecting antennas to transmiitters and receivers. All of LESSEE's construction and installation work shall be performed at LESSEE's sole cost and expense and in good 4 workmanlike manner. 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. 3. At no charge to LESSEE, CITY shall provide access to the PREMISES to LESSEE, LESSEE's employees, agents, contractors and subcontractors five (5) days a week during working hours and on other days and times by special arrangement with CITY. Not withstanding the foregoing, in the event of an emergency, Lessee shall have access to the PREMISES at all hours, seven (7) days a week. Twenty-four hour emergency access is available through County Communications. CITY represents and warrants that it has full rights of ingress and egress from the PREMISES, and hereby grants such rights to LESSEE to the extent required to construct, maintain, install and operate LESSEE's Facilities on the PREMISES. LESSEE's exercises of such rights shall not cause undue inconvenience to CITY, nor shall it compromise the security of CITY's adjoining Site. 4. CITY shall maintain all access roadways from the nearest public roadway to the PREMISES in a manner sufficient to allow access. C[TY shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by LESSEE or LESSEE's agents or assigns. If LESSEE or LESSEE's agents or assigns cause any such damage, LESSEE shall promptly repair same. 5. 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 emergency back-up power). Subject to CITY's approval of the location, which approval shall not be unreasonably withheld, LESSEE shall have the right to place utilities on ( or to bring utilities across) CITY's Property in order to service the PREMISES and LESSEE's Facilities. 6. LESSEE shall fully and promptly pay for all utilities furnished to the PREMISES for the use, operation and maintenance of LESSEE's Facilities. III. RENT A. BASIC RENT 1. Upon the Commencement Date, LESSEE shall pay to CITY, as rent, the sum of one thousand eight hundred dollars ($1,800.00)per month. If the Commencement Date 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 thereafter, LESSEE shall pay a full month's rent on the first day of each calendar month, except that payment shall be prorated for the final fractional month of this Lease, or if this Lease is terminated before the expiration of any month for which Rent should have been paid. 2. These amounts will be due and payable on or before the first day of each month during the term of this Lease. The rent will be paid in advance to the Department of Finance, City of 5 Cupertino, 10300 Tone Avenue, Cupertino, CA 95014, without prior demand and without any abatement, deduction or setoff. B. LATE PAYMENT CHARGE The rent shall be delinquent if not received by the close of the business day on the 10th of each calendar month. Such unpaid amounts of rent shall be subject to a late payment charge equal to ten percent(10%) of such unpaid amounts. This late payment charge is intended to compensate CITY for its additional administrative costs resulting from LESSEE's failure, and has been agreed upon by CITY and LESSEE, after negotiation, as a reasonable estimate of the additional administrative costs which will be incurred by CITY as a result of LESSEE's failure; the actual cost being impossible to ascertain at the time of this Lease. This late payment will constitute liquidated damages due the CITY and will be paid to CITY together with such unpaid amounts. Acceptance of the payment of this late charge will not constitute a waiver by CITY of any default by LESSEE under this Lease. C. ADJUSTMENT OF RENT The rent in subparagraph A above will be adjusted according to this paragraph notwithstanding any provision in that subparagraph to the contrary: 1. Rent shall be increased on each anniversary of the Commencement Date by an amount equal to Five Percent (5%) of the rent for the previous year. IV. COVENANTS AND CONDITIONS A. CITY COVENANTS 1. Quiet Possession LESSEE, paying the said rent and performing the covenants and Leases herein, shall and may at all times during the said term peaceably and quietly have,hold and enjoy the said PREMISES for the term thereof. 2. Assignment and Subleasing The parties agree that the expertise and experience of LESSEE are material considerations inducing the CITY to enter into this LEASE. LESSEE shall not assign, sell, Lease, merge, consolidate or transfer any interest in this LEASE nor the performance of any of LESSEE's obligations herein, without prior written consent of the CITY, and any attempt by LESSEE to so assign this LEASE or any rights, duties or obligations arising herein shall be void and of no effect. The consent of the CITY will not be unreasonably withheld. Notwithstanding the foregoing, LESSEE shall have the right to assign its rights under this LEASE without the consent of the CITY to any of its subsidiaries or affiliates or its parent company or to any successor in interest or entity acquiring fifty-one percent(51%) or more of its stocks or assets, provided however, that LESSEE shall not be released from any obligation under this LEASE without the written consent of the CITY. Additionally, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Lease 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 similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 6 3. Hazardous Waste CITY represents and warrants that any activity concerning Hazardous Materials on the Site and the PREMISES which CITY and/or its agents undertakes or permits to be undertaken by other Lessees, Licensees or Permittees of CITY will be done in accordance with all local, state and federal regulations governing the proper use, storage, transportation and disposal of said materials. In addition to the indemnity provided in section IVB4(b), CITY shall indemnify, defend, protect and hold LESSEE harmless from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs or expenses (including attorney's fees) arising as a result of any Hazardous Materials which exist within the property, common areas, building or PREMISES as of the date first written above and any Hazardous Materials which are present within the property, common areas, building or PREMISES after said date which are not the result of the activities or omission of LESSEE. Notwithstanding the foregoing, nothing herein is intended to obligate LESSEE to bring the PREMISES into compliance with applicable requirements, ordinances and statutes unless such compliance is triggered by LESSEE's use, operations or LESSEE's Facilities constructed upon the PREMISES. Not withstanding any other provision of this Lease, LESSEE relies upon the representations stated herein as a material inducement for entering into this Lease. B. LESSEE COVENANTS 1. Compliance with Law LESSEE agrees, at its sole cost and expense, to comply with all the requirements, ordinances and statutes now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities, pertaining to the said PREMISES, or the operations conducted thereon. 2. Taxes LESSEE agrees to pay before delinquency all taxes, adjustments, and fees assessed or levied upon LESSEE or the Leased PREMISES, including the land and any buildings, structures, machines, appliances or other property or improvements erected, installed or maintained by LESSEE or by reason of the business or other activities of LESSEE upon or in connection with the Leased PREMISES. LESSEE recognizes and agrees that this Lease may create a possessory interest subject to property taxation, and that LESSEE may be subject to further payment of property or possessory interest taxes without any compensatory reduction in rent due to the CITY. 3. Hazardous Waste LESSEE shall not bring any hazardous materials onto the PREMISES except for those contained in its back-up power batteries (lead-acid batteries) and common material used in telecommunications operations, e.g.., cleaning solvents. LESSEE will treat all hazardous materials brought onto the PREMISES by it in accordance with all Federal, State and Local laws and regulations. In addition to the indemnity provided in section IVB4(a), LESSEE shall indemnify, defend, protect and hold CITY harmless from and against any and all claims, loss,proceedings, damages, causes of action, 7 liability, costs or expenses (including attorney's fees) arising as a result of any Hazardous Materials which exist within the property, common areas, building or PREMISES as a result of the activities or omission of LESSEE. 4. Indemnity a. LESSEE shall indemnify, defend, and hold harmless CITY, its employees, successors and assigns from and against any and all loss, cost, claim, liability, action, damage, injury to or death of any person (hereinafter referred to as "Claims"), including reasonable attorney's fees, occurring on the PREMISES and arising out of or connected with the negligence or willful misconduct of LESSEE, its agents or contractors, except for Claims arising out of the negligence or willful misconduct of CITY, its agents or contractors,breach of any duty or obligation by CITY under this Lease, or any condition relating to the PREMISES which LESSEE has no obligation to repair or maintain. b. CITY shall indemnify, defend, and hold harmless LESSEE, its employees, successors and assigns from and against any and all loss, cost, claim, liability, action, damage, injury to or death of any person (hereinafter referred to as "Claims"), including reasonable attorney's fees, arising out of or connected with negligence or willful misconduct of CITY, its agents or contractors, except for Claims arising out of the negligence or willful misconduct of LESSEE, its agents or contractors, violation of any law by LESSEE, its agents or contractors,breach of any duty or obligation by LESSEE under this Lease, or any condition relating to the PREMISES which CITY has no obligation to repair or maintain. c. The foregoing indemnity in a. and b. will survive the termination of this Lease. 5. Insurance Coverage LESSEE, at LESSEE's sole cost and expense, shall procure and maintain for the duration of this LEASE, including any extensions of this LEASE and during the period that LESSEE is performing any work upon the expiration or earlier termination of this LEASE to remove the equipment from CITY property, insurance, naming CITY as an additional insured, against claims for injuries to persons or damage to property which may arise from, or in connection with, the performance of the work or provision of SERVICES hereunder by LESSEE, its agents, representatives, employees or subcontractors. a. Minimum Scope of Insurance The coverage shall include Commercial General Liability together with Broad Form Comprehensive General Liability including explosion, collapse and underground; Automobile liability including Code 1 (any auto), Code 2 (owned autos), Code 8 (hired autos) and Code 9 (nonowned autos); Workers' Compensation as required by the California Labor Code and Employers Liability insurance. b. Minimum Limits of Insurance LESSEE shall maintain limits no less than two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage in Commercial General Liability; three million dollars ($3,000,000) in 8 aggregate for public liability and five hundred thousand dollars ($500,000) combined single limit per accident for bodily injury and property damage in Automobile Liability; and Workers' Compensation and Employers Liability limits of one million dollars ($1,000,000)per occurrence. c. Deductibles and Self-insured Retention Any deductibles or self-insured retention must be declared to, and approved by the CTTY. d. Policy Provisions The following provisions must be included in the policies: (1.) The CITY of Cupertino, its officers, employees, agents and contractors are to be covered as additional insured regarding liability arising out of activities performed by or on behalf of, LESSEE, products and completed operations of LESSEE, premises owned, Leased or used by LESSEE, and vehicles owned, Leased, hired or borrowed by LESSEE. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, employees, agents and contractors. (2.) LESSEE's insurance coverage shall be primary insurance as respects the CITY, its officers, employees, agents and contractors. Any insurance or self-insurance maintained by the CITY, its officers, employees, agents or contractors shall be excess of LESSEE's insurance and shall not contribute with it. (3.) Any failure to comply with reporting provisions of the policies by LESSEE shall not affect coverage provided the CITY, its officers, employees, agents or contractors. (4.) All policies required by this LEASE shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in limits except after thirty (30) days prior written notice has been given to the CITY. e. Acceptability of Insurers The insurance carrier shall provide proof of their ratings. All ratings shall be a minimum of"Best. A-7." f. Verification of Coverage The CITY shall provide all required forms. LESSEE shall furnish CITY with certificates of insurance and with all endorsements affecting coverage required by this LEASE. The certificates arid endorsements for each policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. g. Subcontractors LESSEE shall either include all subcontractors as insured under its policies or shall require all subcontractors to meet CITY's requirements listed above. 6. Maintenance and Repairs LESSEE agrees to assume full responsibility for the operation, maintenance, and repairs of the PREMISES throughout the term hereof without expenses to 9 the CITY unless otherwise specified herein, and to perform all repairs and replacements necessary to maintain and preserve the PREMISES in good order, in a safe, healthy and sanitary condition, in manner reasonably satisfactory to CITY in compliance with all applicable regulations and laws. LESSEE agrees that CITY shall not be required to perform any maintenance, repairs, or services, or to assume any expense not specifically assumed herein, in connection with the PREMISES. Upon expiration of this Lease, LESSEE will surrender the PREMISES to CITY in good order and condition. 7. Nondiscrimination LESSEE agrees not to discriminate in any manner against any person or persons on account of race, marital status, sex, religious creed, color, ancestry, or national origin in LESSEE's use of the premises, inclding,but not limited to, the providing of goods, services, facilities, privileges, advantages and accommodations, and the obtaining and holding of employment. 8. Utility Costs LESSEE agrees to order, obtain and pay all utilities, including but not limited to water, gas, electricity, telephone, communications services, sanitary and drainage services, and service installation charges on any improvements made by LESSEE on the PREMISES. LESSEE shall also secure and utilize waste disposal services for the PREMISES in accordance with applicable local and state ordinances. All utilities on the Site shall be underground. In the event utilities to the PREMISES are furnished by the CITY and are measured by privately installed sub-meters, LESSEE shall pay as additional rent the cost of utility service provided to the PREMISES and attributable to LESSEE's use ("Utility Charge"). LESSEE shall pay the estimated cost of the Utility Charge monthly in advance together with the monthly Rent. The parties estimate the Utility Charge at the Commencement Date to be Two Hundred Fifty Dollars ($250.00)per month. During the lease term, at CITY's request (which request shall not be more frequent than once every twelve months), LESSEE shall calculate the actual Utility Charge for the immediately preceding twelve (12) months based on the readings from the privately installed sub-meters at CITY's Property. If the actual Utility Charge varies from the estimated Utility Charges paid, the parties shall adjust the Utility Charge to reflect LESSEE's actual usage. 9. Waste, Damage or Destruction LESSEE agrees to give notice to CITY of any fire or damage that may occur on the leased PREMISES within ten(10) days of such fire or damage. LESSEE agrees not to commit or suffer to be committed any waste or injury or any public or private nuisance, to keep the PREMISES clean and clear of refuse and obstructions, and to dispose of all garbage, trash and rubbish in a manner reasonably satisfactory to the CITY. If the PREMISES is destroyed or damaged so as in LESSEE's judgment, to hinder its effective use of CITY's property, LESSEE may elect to terminate this Lease as of the date of the damage or destruction by so notifying CITY in writing no more than 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 shall cease as of the date of the damage or destruction. 10. Contingency It is understood by LESSEE and CITY that this Lease is fully contingent upon LESSEE obtaining final development approvals for construction of improvements on the leased land from the CITY. In the event that such governmental approvals are not obtained on or 10 before December 31, 2000, after due diligence by LESSEE, LESSEE shall have the right to terminate this agreement within 30 days by notifying CITY in writing. If terminated, LESSEE shall have no further obligation to pay rent or comply with any other provision of this Lease. 11. Interference with Communications LESSEE's facilities shall not disturb the communications configurations, equipment and frequency which exist on CITY's property on the Commencement Date (hereinafter referred to as "Pre-existing Communications"), and LESSEE's facilities shall comply with all non-interference rules of the Federal Communications Commission (FCC). CITY shall not permit the use of any portion of the Site in a way which interferes with the communications operations of LESSEE described in Paragraph I. A., above. Such interference with LESSEE's communications operations shall be deemed a material breach by CITY, and CITY shall have the responsibility to terminate said interference within a reasonable time of LESSEE's written notice to CITY. In the event any such interference does not cease within ten days time, the parties acknowledge that continuing interference will cause irreparable injury to LESSEE, and therefore, LESSEE shall have the right to terminate the Lease immediately upon notice to CITY. Notwithstanding the foregoing, Pre-existing Communications operating in the same manner as on the Commencement Date shall not be deemed interference. 12. Legal Proceedings LESSEE agrees that should it become necessary for CITY to commence legal proceedings to collect rent, recover possession, or enforce any other provision of this Lease, the prevailing party will be entitled to legal costs and expenses in connection therewith, including reasonable attorney's fees as determined by the court. The parties agree that the laws of the State of California shall be used in interpreting this Lease and will determine all rights and obligations hereunder, and it is agreed that this Lease is executed. in Cupertino, CA. 13. Electromagnetic Fields LESSEE shall comply with all present and future laws, orders and regulations relating to Electromagnetic Fields (EMFs), and the American National Standards Institute (ANSI) standards. Without limiting the provision of LESSEE's indemnity contained herein, LESSEE, on behalf of itself and its successors and assigns, shall indemnify the CITY from and against all claims of personal injuries due to EMFs to the extent such personal injuries are caused by LESSEE's facilities on the Premises. C. RESTRICTIVE CONDITIONS 1. Administration and Notices CITY's agent for control and administration of this Lease shall be the Director of Public Works of the CITY of Cupertino, and any communication relative to the terms or conditions or any changes thereto or any notice or notices provided for by this Lease or by law to be given or served upon CITY may be given or served by certified letter deposited in the United States mails, postage prepaid, and addressed as indicated below,. Any notice or notices provided for by this Lease or by law to be given or served upon LESSEE may be given or served by depositing in the United States mails,postage prepaid, a certified letter addressed to said LESSEE at the PREMISES or at such other address designated in writing by LESSEE, or may be personally served upon them or any person hereafter authorized by them to receive such notice. Any notice or notices given or served as provided herein shall be effectual and binding for all purposes upon the 11. principals of the parties so served upon personal service or forty-eight(48)hours after mailing in the manner required herein: CITY: Director of Public Works City of Cupertino 10300 Tone Avenue Cupertino, CA 95014 LESSEE: Nextel of California, Inc. 1255 Treat Blvd., Suite 800 Walnut Creek,CA 94596 Attention: Property Management with a copy to: Nextel Communications 2001 Edmund Halley Drive Reston, VA 20191-3436 Sixth Floor, Mail Stop 6E630 Site Leasing Services; Contracts Manager CITY or LESSEE may, from time to time, designate any other address for this purpose by written notice to the other party. 2. Entry and Inspection CITY reserves the right to enter the PREMISES for the purpose of viewing and ascertaining the condition of the same, or to protect its interests in the PREMISES, or to inspect the operations conducted thereon. In the event that such entry or inspection by CITY discloses that the PREMISES are not in a safe, healthy and sanitary condition, CITY shall have the right, after thirty (30) days written notice to LESSEE, to have any necessary maintenance work done for and at the expense of LESSEE and LESSEE hereby agrees to pay promptly and any all reasonable costs incurred by CITY in having such necessary maintenance work done in order to keep the PREMISES in a safe, healthy and sanitary condition. Failure to reimburse CITY for the reasonable costs incurred by CITY within thirty (30) days of completion of said maintenance work shall constitute a default of this Lease. 3. Holding Over. This Lease shall terminate without further notice at expiration of the term. Any holding over by LESSEE after expiration shall be under the same terms of this Lease, as may be amended, and shall not constitute a renewal or extension or give LESSEE any rights in or to the PREMISES except as otherwise expressly provided in this Lease. 4. Merger The voluntary or other surrender of this Lease by LESSEE, or a mutual cancellation thereof, shall not work a merger and shall, at the option of CITY, terminate all or any existing subleases or subtenancies or may, at the option of CITY, operate as an assignment to it of any or all such subleases or subtenancies. 12 • 5. Reservation of CITY Rights CITY hereby reserves all rights , title and interest in any and all gas, oil, minerals and water beneath said Leased premises. CITY shall have the reasonable right to enter the PREMISES for the purpose of making repairs to or developing municipal services. CITY hereby reserves the right to grant and use such easements or establish and use such rights-of-way over, under, along and across the PREMISES for utilities, thoroughfares, or access as it may deem advisable for the public good. Provided, however, CITY shall not unreasonably interfere with LESSEE's use of the PREMISES and will reimburse LESSEE for physical damages, if any, to LESSEE's facilities located on the PREMISES resulting from CITY's exercising the rights retained in this paragraph. Such reimbursement may include a reduction in the annual rent proportionate to the amount of any physical damage as reasonably determined by CITY. CITY shall pay the costs of maintenance and repair of all CITY installations made pursuant to the rights reserved herein. All utilities shall be underground. 6. Time is of the Essence Time is of the essence of each and all of the terms and provisions of this Lease and this Lease shall inure to the benefit of and be binding upon the parties hereto and any successor of LESSEE as fully and to the same extent as though specifically mentioned in each instance, and all covenants, stipulations and agreements in this Lease shall extend to and bind any assigns or sublessees of LESSEE. 7. Waiver The waiver by CITY of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition, or any subsequent breach of the same or any other terms, covenant or condition herein contained. The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a waiver of any preceding breach by LESSEE of any term, covenant or condition of this Lease, regardless of CITY's knowledge of such preceding breach at the time of acceptance of such rent. Failure on the part of CITY to require or exact full and complete compliance with any of the covenants, conditions or agreements of this Lease shall not be construed as in any manner changing the terms hereof and shall not prevent CITY from enforcing any provision hereof. 8. Recordation LESSEE may, at its cost, record this Lease or a memorandum of this Lease. 9. Title. a. CITY warrants that it has full right, power, and authority to execute this Lease; CITY further warrants that LESSEE shall have quiet enjoyment of the PREMISES during the Term of this Lease or any Renewal Term. b. LESSEE has the right to obtain a title report or commitment for a Leasehold title policy from a title insurance company of its choice. If, in the opinion of LESSEE, such title report shows any defects of title or any liens or encumbrances which may adversely affect LESSEE's use of the PREMISES, LESSEE shall have the right to terminate this Lease immediately upon written notice to CITY. 13 10. Captions The captions of the various articles and paragraphs of this Lease are for convenience and ease of reference only and do not define, limit, augment, or describe the scope, content, or intent of this Lease or of any part of this Lease. 11. Entire Agreement This Lease contains the entire agreement between the parties. No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on its own examination of this Lease, the counsel of its own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the PREMISES, to read the Lease or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice. 12. Severability The invalidity or illegality of any provision of this Lease shall not affect the remainder of the Lease. 13. Successors Subject to the provisions of this Lease on assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the heirs, successors, executors., administrators, assigns, sublessees, tenants, subtenants, and personal representatives of the respective parties. IN WITNESS WHEREOF, this Lease agreement is executed by CITY, acting by and through the Mayor, and by LESSEE, acting by and through its lawfully authorized officers. APPROVED AS TO FORM: City Attorney Charles Kilian CITY OF CUPERTINO TIT E John Statton, Mayor NEXTEL OF CALIFORNIA, INC. BYQS6 MARK NELSON TITLE Mark B.Nelson JUN 2000 Vice President VICE PRESPCFNT NGIdFF,R!NG NEXTEL OF CALI�.;BN1,1 ORIGINAL EXHIBIT "A" CA-2151B/Hwy 280/87 10555 Mary Avenue Cupertino, CA 95014 APN: 326-06-052 PA -• NO. 1.1 • SSC NC at a pilot Oa the Easterly line of,,ttat cortaia 40 acre tract of load cribed In the teed ftps Lloyd L., ldmsar4s, at ex, to Joe A. Sorci, et us dated February 8, 1943, rscordad labruary 10, 1943 in Book 1243 0. pass , Santa Clara County lacordi, distant thereon South 0' OS' Seat 2320.4 toot fro. an iron pipe in the centerline of Nowsstead Hoed; • $ thence South 0' OS' Fist along the Easterly lino of said 40 acre trout 32.09 feet to an iron pipe st sbm South masterly corner thereof; rums g thanes South Be 44' West along the Southerly line of said 40 acne tract 39.32 fees .o an Iron pipe at the Southwesterly turner Cheroot; • thence North 0' 08' 30" Vest along the Westerly line of said 40 acre unmet • 32.09 feeti • • • thence North 89' 44' bast 659.54 feet to the point of beginning. • • N0 approximately 2.00 acres and *sing a portion of the Southsreest 114 a Section 11 Township 7 South, lenge 2 West, H. P. 1. i H. P. _ht0• 2 3140104 , at a point en this Easterly line of that aureola 40 uara tract of land • scribed in the Deed from Lloyd L. Edwards, et ax, to Joe A. Sores, et ux. dated February 8, 1945, recorded February 10, 1945, in /look 1243 0. R., page 2 , Santa Clara County Records, distant thereon South 0. 08' List 2464.4 feat from an iron pipe is the centerline of Homestead Road; •• • • thence South 0' 08' East along the Easterly line of said 40 acre tract 56.00 ' set to the Northtastcrly corner of .bat certain 2 sere treat of lamd best in the Deed ftos Joe A. Sore/. at u*, to M. J.kovteh, et us, dated Pebras y 18, 1948 is look 1569 0. ht., Pegs 37, Santa Clara County Swards; • ag theses South 89' 44' West aloft' the Norchsrly lira of said 2 sere tract S4.S4 feat to the Nortbwestsrly earner thereof on that Westarly Siam of. , • said • acre tract; .g thence birth 89' 44' limit along said lane sawed lint 56 feat; rune . 'thence North 89' 44' Best and parallel with this Northerly limo of said 2 acre. tract 699.55 feet to•the point of bqinning. ING approximately 045 *crop dead being a portior. of Shea Southwest 1/4 of ion • • 11, Township 7 South, Lange 2 West, K. D. B. 4 K. 'RCM PARC&LS 1 and 2 all that portion the eof dueribtd as Parcels l • and 2 the Deed from K. Munich, at Aux,• to the State of California. recorded Amriss 7.2, 1964 in Soot 6619, 0. R.. Fagg 356, Santa Clara County hoards, and • more particulary described ae folioiu: .PARCEL QUg: at the Southvaetarly corner el the 2.00'acra parcel or land conveyed mcm to M. • ahwvich, es u., by Deed recorded February 18, 2949 14 took 1569 of Offic P.scorda. page 371 1:11111 t along the Southerly line of said parcel South B9' 19' 33" East 133.92 fres a tengeni•that bears North 16' 12' 43" Nast, along a ear,. to the ' 1111111 right h a radius of 1447.00 fast. through an angle of 4' 35' 21', so arc Unlit of 11540 Feat' . ftos a tangent that bears North 12' 16$ 35" Vest, along a seam to the•• righet th a radius of 600.00 fest through an eagle at 7' 21' 34", sat arc lai=ty EXHIBIT "A" CA-2151B/Hwy 280/87 10555 Mary Avenue Cupertino, CA 95014 APN: 326-06-052 of 77.0 feet to the Sostharly line of the parcel of land conveyed to tbo Stet, • California by Dead recorded October 22, 1959 In book 4582 of Official Records pot 4791 aloes last said lino North £9' 13' 33" Vent 91.69 toot to the Easterly line of the Wool of Lsod copveyed to the State of California by Dssd tscordsd Deceabe 1, 1960 is book 4991 of Official Sacirds, Mu 436: t• • sloes last said has South 0' 52' 03" Vest 388,09 feet to the point 0 1 '-. . smeat. •• • 0.674 of as acre, more or Ewen. � As to 1 above, thin conveyance in 'Naar r•r the+ purpooeo .•f a 'woody and the ntor harsby :cleaves and roliuquislws to the $rdate+u any and 411 abutter • rights of acacss, appurtenant to tauter's remaining property, is and to said roomy. PARCEL , '3 CONNENC,• . at the Southeasterly corner of the 2.00 acre parcel of lied conveyed to K. J • oh, at ux, by Dead recorded Yebruary 18, 1941 to Soak 1569 of Offic lacords, Dale 37; • t• • aloes the Southat'ty tins of said pascal North 19° 15' 33" Vest 30.00 teat; Vortb•0' 52' 31" East 188.09 feat to.the lino coewoa to the Lads. non or ••t'eet'h, of 'mid W. Jekavich. at vx. and of Jos for;i. 4t vvi thins aloes list sail line South 89. 15' 33" Fast 30.00 feat to the line common to the . •s, now or formerly, of said N. Jskovich;•et-, ci-and of Norman J.--•. Mot , et alp t• • aloes Lai; said line South 0' S2' 31" Vest 148.09 feet to the point of • • t. • -• • l• •• 0.130 of an mare, more or less. • The • sod disraneee wad in the above dssc riptioos are oa the California Coot' • . Systole. Zoo* 3. Multiply the abovs distseas§ by 1.0000405 to obtain ;:card , el discos. iiiiiii -. _,.. EXHIBIT "B" CA-2151B/Hwy 280/87 ... 10555 Mary Avenue Cupertino, CA 95014 APN: 326-06-052 c4 -a5 x t. ,..., ., Z "2- N (1) V X \::' . o 4 'f,D 1,--( — 1 LSAT c.) i4-------- Cl. ...a * i ct a.• 1 4-. 0 li) CI 01 00 "9 0 0 > cti 2 1 rip : an 0 o I 0 i--- CID = 0 = cz a., . .-. rn x at CLi tO CI.) ..... 4.74.x....c4 tri W 0 CL) Pmni Ct: 0:11) kr) INITIALS 0 /woo( 0 -1■1 el cu i bi) 4.0 ect 0 't L., 4 C.) at u ___ • Antenna Site Lease Agreement between the CITY of Cupertino and Nextel of California,Inc., a Delaware Corporation, d/b/a Nextel Communications This Antenna Site Lease Agreement("Lease") is executed by and between the CITY of Cupertino, a municipal corporation, hereinafter called"CITY"and Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications,hereinafter called"LESSEE." I. DEMISED PREMISES CITY hereby leases and LESSEE leases from CITY a portion of that certain real property situated in the CITY of Cupertino, State of California, commonly known as Cupertino Service Center("Site") described and delineated as specifically shown on Exhibit A attached hereto, consisting of approximately six hundred(600) square feet of land. Said real property is hereinafter called the"PREMISES" and is described in Exhibit B attached hereto. A. PERMITTED USE The PREMISES may be used by LESSEE for any lawful activity in connection with the provision of mobile/wireless communication services, including without limitation, the transmission and the reception of radio communication signals on various frequencies and the construction, maintenance and operation of related communication facilities. LESSEE shall not use the PREMISES for any activity or in any manner which would tend to lower the character of the PREMISES, or in such a.manner as to create any nuisance which disturbs, interferes with, or annoys any other neighboring person or entity. B. CONSTRUCTED IMPROVEMENTS It is contemplated that LESSEE shall construct upon the Premises a telecommunications facility which shall consist of a ten foot by twenty foot equipment shelter in which Lessee shall place its communications equipment. Before any work of construction, alteration, or repair is commenced on the PREMISES,LESSEE shall comply with all of the following conditions and provisions unless CITY's written waiver is first obtained: 1. All new structures shall first comply with CITY's applicable development standards and review process, including review and approval of required conditional use permits by the Planning Commission or CITY Council as appropriate. 2. LESSEE shall notify CITY in writing of LESSEE's intention to commence any work of improvements at least five (5)working days prior to commencement of such work. The notice shall specify the approximate location and nature of the intended improvements. CITY shall have the right to post and maintain on the PREMISES any notices of non-responsibility provided for under applicable law, and to inspect the PREMISES in relation to compliance with this Lease, other permits or the construction at all reasonable times. 3. LESSEE shall secure and deliver to CITY, care of the Public Works Department, adequate evidence of compliance with all applicable building codes, ordinances, regulations, and requirements for all permits and approvals,including but not restricted to grading 1 &Rf&UN*E- C4p1 permits, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies regulating water, sewer, and any other utility or improvement on the Site. 4. LESSEE shall provide required bonds or other security securing completion of any new structures to be constructed upon the Site,pursuant to section I(B)(5) of this Lease, and shall furnish CITY, care of the Public Works Department, with evidence of said security prior to undertaking any such construction on the PREMISES. 5. Prior to any work being conducted upon the Premises,LESSEE shall have provided to the CITY a bond or Certificate of Deposit as a security deposit in the amount of ten thousand dollars ($10,000.00) to cover the costs for the removal of LESSEE's equipment in and upon the PREMISES and any repairs that may be required to the PREMISES which are the responsibility of the LESSEE to repair under this lease. The CITY shall have the right to draw against the deposit in the event of a default by LESSEE or to cover the costs for the removal of the encroachment and any repairs that may be required to the PREMISES in the event that LESSEE fails to meet and fully perform any of its obligations hereunder. Within ten days of receipt of written notice from the CITY, LESSEE shall renew or replace such sums of money as shall bring the security deposit current. No release of the bond or certificate of deposit held as a security deposit shall be made except upon approval of the CITY, in accordance with California law. LESSEE agrees that the bond or certificate of deposit shall be held in full force and effect for the Term of this Agreement. The Security Deposit shall be released by the CITY upon completion of the removal of the encroachment and any repairs necessary to restore the PREMISES to their original condition as of the Commencement Date of the lease excepting reasonable wear and tear beyond the control or without the fault or neglect of the Lessee. The deposit shall be released thirty (30) days after the CITY Engineer's inspection and acceptance of the work. 6. Once any approved work of improvement is begun, LESSEE shall diligently prosecute completion of said work or construction. All work shall be performed in a good and workmanlike manner, and shall substantially comply with plans and specifications approved by CITY and as required by this Lease. C. SOIL CONDITIONS CITY makes no covenants or warranties respecting the condition of the soil or subsoil or any other condition of the PREMISES that might affect LESSEE's ability to construct the monopole antenna upon the PREMISES. D. UTILITY INSTALLATION ACCESS CITY grants to LESSEE the right to install utilities, for the purpose of serving the PREMISES only,which may be, in CITY's sole opinion, reasonably required. 2 II. TERM OF LEASE A. COMMENCEMENT AND TERMINATION The term of this Lease (Term) shall be five(5)years commencing with the issuance of a local building permit allowing LESSEE to construct its mobile/wireless communications facilities on the PREMISES, or December 31, 2000, whichever is earlier(hereinafter referred to as "Commencement Date"). At the option of LESSEE, the term of this Lease may be renewed for successive five-year periods of time(hereinafter referred to as "Renewal Term"), but in no event, shall the Lease be extended for more than two Renewal Terms without the negotiation and execution of a new lease. Not withstanding the above,the CITY may terminate the lease prior to the expiration of its term or any Renewal Term,under the following circumstances: 1. If LESSEE is in material breach; 2. If the CITY is required by federal, state or local law to regain possession of the PREMISES; 3. If the CITY no longer utilizes the Site as a city facility. Upon a breach or default of any of the terms or obligations of this LEASE by LESSEE,the CITY shall serve written notice upon LESSEE reasonably describing the breach or default. If LESSEE fails to cure a monetary breach or default within thirty(30) days or a non-monetary breach within sixty (60) days this LEASE shall be subject to termination at the option of the CITY. The CITY shall be entitled to exercise all rights and remedies hereby reserved under this LEASE or made available under applicable laws. Termination of this LEASE by the CITY shall constitute the withdrawal of any consent or authorization of CITY for LESSEE to perform any construction or other work under this LEASE excepting only that work necessary to remove all equipment and to repair the PREMISES to their original condition existing at the Commencement Date of the LEASE,reasonable wear and tear beyond the control or without the fault or neglect of the LESSEE excepted. LESSEE may terminate this LEASE at any time during the term of this LEASE or any Renewal Term thereof upon thirty- (30)day's notice to the CITY with no further liability except as expressly provided herein. Upon such early termination by LESSEE,the CITY shall make a pro-rata refund to LESSEE of the rental fee paid to the CITY by LESSEE prorated to the date of CITY's acceptance of the removal of the LESSEE's FACILITIES. In the event of termination by either party, LESSEE shall immediately cease all work being performed under this LEASE, excepting only that work necessary for LESSEE to remove all equipment and repair the PREMISES in accordance,with Section II(B). B. SURRENDER OF PREMISES LESSEE shall remove all LESSEE Facilities at its sole expense upon cancellation, expiration or earlier termination of this Lease. LESSEE shall repair any damage to the PREMISES caused by such removal and shall return the PREMISES to the :3 condition which existed on the Commencement Date,reasonable wear and tear and damages beyond the control or without the fault or neglect of LESSEE excepted. If LESSEE fails to remove the Facilities within thirty(30) days of the termination or expiration of this LEASE, CITY may remove and store the Facilities at LESSEE's sole cost and expense. If LESSEE does not claim the Facilities. within thirty(30)days following said removal, and provided that CITY has given LESSEE and any third party financing entity thirty(30) days prior written notice, the Facilities shall be deemed abandoned and City May dispose of the Facilities. LESSEE shall notify CITY of the name and address of the third party financing entity for notice purposes herein and the CITY will be notified of any changes with respect to said entity and its address. LESSEE's obligation to observe and perform the covenants of this paragraph shall survive the end of this Lease. C. LIEN RIGHTS CITYwaives any lien rights it may have concerning the Facilities which are deemed LESSEE's personal property and not fixtures, and LESSEE has the right to remove the same at any time without CITY consent. CITYacknowledges that LESSEE has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the 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, CITY(i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures 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 that such Collateral may be removed at any time without recourse to legal proceedings, except as when deemed abandoned pursuant to Section II,Paragraph B of this Lease. D. ACCESS TO IMPROVEMENTS 1. LESSEE shall have the right(but not the obligation) at any time following the ill execution of this Lease and prior to the Commencement Date, to enter the PREMISES for the urpose of making necessary inspections and engineering surveys (and soil tests where applicable) and ther reasonably necessary tests (hereinafter singularly and collectively referred to as "Tests") to etermine the suitability of the PREMISES for LESSEE's Facilities (as defined herein) and for the iurpose of preparing for the construction of LESSEE's Facilities. During any Tests or pre- ;onstruction work, LESSEE will have insurance as set forth in Section IV,B, 4, Insurance. LESSEE will notify CITY of any proposed Tests or pre-construction work and will coordinate the scheduling of ;ame with CITY. If LESSEE determines that the PREMISES are unsuitable for LESSEE's contemplated use, then LESSEE will notify CITY and this Lease will terminate. 2. LESSEE has the right to construct, maintain and operate on the PREMISES radio communication facilities, including but not limited to, radio frequency transmitting and receiving equipment,batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements (hereinafter referred to as "Facilities"). In connection therewith, LESSEE has the right to do all work reasonably necessary to prepare, add, maintain and alter the PREMISES for LESSEE's communications operations and to install utility lines and transmission lines connecting antennas to transmitters and receivers. All of LESSEE's construction and installation work shall be performed at LESSEE's sole cost and expense and in good 4 workmanlike manner. 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. 3. At no charge to LESSEE, CITY shall provide access to the PREMISES to LESSEE,LESSEE's employees, agents, contractors and subcontractors five(5) days a week during working hours and on other days and times by special arrangement with CITY. Not withstanding the foregoing, in the event of an emergency, Lessee shall have access to the PREMISES at all hours, seven (7) days a week. Twenty-four hour emergency access is available through County Communications. CITY represents and warrants that it has full rights of ingress and egress from the PREMISES, and hereby grants such rights to LESSEE to the extent required to construct,maintain, install and operate LESSEE's Facilities on the PREMISES. LESSEE's exercises of such rights shall not cause undue inconvenience to CITY, nor shall it compromise the security of CITY's adjoining Site. 4. CITY shall maintain all access roadways from the nearest public roadway to the PREMISES in a manner sufficient to allow access. CITY shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by LESSEE or LESSEE's agents or assigns. If LESSEE or LESSEE's agents or assigns cause any such damage,LESSEE shall promptly repair same. 5. 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 emergency back-up power). Subject to CITY's approval of the location,which approval shall not be unreasonably withheld,LESSEE shall have the right to place utilities on(or to bring utilities across) CITY's Property in order to service the PREMISES and LESSEE's Facilities. 6. LESSEE shall fully and promptly pay for all utilities furnished to the PREMISES for the use, operation and maintenance of LESSEE's Facilities. III. RENT A. BASIC RENT 1. Upon the Commencement Date, LESSEE shall pay to CITY, as rent,the sum of one thousand eight hundred dollars ($1,800.00)per month. If the Commencement Date 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 thereafter, LESSEE shall pay a full month's rent on the first day of each calendar month, except that payment shall be prorated for the final fractional month of this Lease, or if this Lease is terminated before the expiration of any month for which Rent should have been paid. 2. These amounts will be due and payable on or before the first day of each month during the term of this Lease. The rent will be paid in advance to the Department of Finance, City of 5 • Cupertino, 10300 Torre Avenue, Cupertino, CA 95014,without prior demand and without any abatement, deduction or setoff. B. LATE PAYMENT CHARGE The rent shall be delinquent if not received by the close of the business day on the 10th of each calendar month. Such unpaid amounts of rent shall be subject to a late payment charge equal to ten percent(10%) of such unpaid amounts. This late payment charge is intended to compensate CITY for its additional administrative costs resulting from LESSEE's failure, and has been agreed upon by CITY and LESSEE, after negotiation, as a reasonable estimate of the additional administrative costs which will be incurred by CITY as a result of LESSEE's failure; the actual cost being impossible to ascertain at the time of this Lease. This late payment will constitute liquidated damages due the CITY and will be paid to CITY together with such unpaid amounts. Acceptance of the payment of this late charge will not constitute a waiver by CITY of any default by LESSEE under this Lease. C. ADJUSTMENT OF RENT The rent in subparagraph A above will be adjusted according to this paragraph notwithstanding any provision in that subparagraph to the contrary: 1. Rent shall be increased on each anniversary of the Commencement Date by an amount equal to Five Percent(5%) of the rent for the previous year. IV. COVENANTS AND CONDITIONS A. CITY COVENANTS 1. Quiet Possession _LESSEE, paying the said rent and performing the covenants and Leases herein, shall and may at all times during the said term peaceably and quietly have,hold and enjoy the said PREMISES for the term thereof. 2. Assignment and Subleasing The parties agree that the expertise and experience of LESSEE are material considerations inducing the CITY to enter into this LEASE. LESSEE shall not assign, sell, Lease, merge, consolidate or transfer any interest in this LEASE nor the performance of any of LESSEE's obligations herein,without prior written consent of the CITY, and any attempt by LESSEE to so assign this LEASE or any rights, duties or obligations arising herein shall be void and of no effect. The consent of the CITY will not be unreasonably withheld. Notwithstanding the foregoing, LESSEE shall have the right to assign its rights under this LEASE without the consent of the CITY to any of its subsidiaries or affiliates or its parent company or to any successor in interest or entity acquiring fifty-one percent(51%) or more of its stocks or assets, provided however, that LESSEE shall not be released from any obligation under this LEASE without the written consent of the CITY. Additionally, Lessee may assign, mortgage, pledge,hypothecate or otherwise transfer without consent its interest in this Lease 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 similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 6 3. Hazardous Waste CITY represents and warrants that any activity concerning Hazardous Materials on the Site and the PREMISES which CITY and/or its agents undertakes or permits to be undertaken by other Lessees, Licensees or Permittees of CITY will be done in accordance with all local, state and federal regulations governing the proper use, storage, transportation and disposal of said materials. In addition to the indemnity provided in section IVB4(b), CITY shall indemnify, defend,protect and hold LESSEE harmless from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs or expenses(including attorney's fees) arising as a result of any Hazardous Materials which exist within the property, common areas,building or PREMISES as of the date first written above and any Hazardous Materials which are present within the property, common areas,building or PREMISES after said date which are not the result of the activities or omission of LESSEE. Notwithstanding the foregoing,nothing herein is intended to obligate LESSEE to bring the PREMISES into compliance with applicable requirements, ordinances and statutes unless such compliance is triggered by LESSEE's use, operations or LESSEE's Facilities constructed upon the PREMISES. Not withstanding any other provision of this Lease, LESSEE relies upon the representations stated herein as a material inducement for entering into this Lease. B. LESSEE COVENANTS 1. Compliance with Law LESSEE agrees, at its sole cost and expense, to comply with all the requirements, ordinances and statutes now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities,pertaining to the said PREMISES, or the operations conducted thereon. 2. Taxes LESSEE agrees to pay before delinquency all taxes, adjustments, and fees assessed or levied upon LESSEE or the Leased PREMISES, including the land and any buildings, structures,machines, appliances or other property or improvements erected, installed or maintained by LESSEE or by reason of the business or other activities of LESSEE upon or in connection with the Leased PREMISES. LESSEE recognizes and agrees that this Lease may create a possessory interest subject to property taxation, and that LESSEE may be subject to further payment of property or possessory interest taxes without any compensatory reduction in rent due to the CITY. 3. Hazardous Waste LESSEE shall not bring any hazardous materials onto the PREMISES except for those contained in its back-up power batteries (lead-acid batteries) and common material used in telecommunications operations, e.g., cleaning solvents. LESSEE will treat all hazardous materials brought onto the PREMISES by it in accordance with all Federal, State and Local laws and regulations. In addition to the indemnity provided in section IVB4(a), LESSEE shall indemnify, defend,protect and hold CITY harmless from and against any and all claims, loss,proceedings, damages, causes of action, 7 • liability, costs or expenses (including attorney's fees) arising as a result of any Hazardous Materials which exist within the property, common areas, building or PREMISES as a result of the activities or omission of LESSEE. 4. Indemnity a. LESSEE shall indemnify, defend, and hold harmless CITY, its employees, successors and assigns from and against any and all loss, cost, claim, liability, action, damage, injury to or death of any person(hereinafter referred to as "Claims"), including reasonable attorney's fees, occurring on the PREMISES and arising out of or connected with the negligence or willful misconduct of LESSEE, its agents or contractors, except for Claims arising out of the negligence or willful misconduct of CITY, its agents or contractors,breach of any duty or obligation by CITY under this Lease, or any condition relating to the PREMISES which LESSEE has no obligation to repair or maintain. b. CITY shall indemnify, defend, and hold harmless LESSEE, its employees, successors and assigns from and against any and all loss,cost, claim, liability, action, damage, injury to or death of any person (hereinafter referred to as "Claims"), including reasonable attorney's fees, arising out of or connected with negligence or willful misconduct of CITY, its agents or contractors, except for Claims arising out of the negligence or willful misconduct of LESSEE, its agents or contractors, violation of any law by LESSEE, its agents or contractors,breach of any duty or obligation by LESSEE under this Lease, or any condition relating to the PREMISES which CITY has no obligation to repair or maintain. c. The foregoing indemnity in a. and b. will survive the termination of this Lease. 5. Insurance Coverage LESSEE, at LESSEE's sole cost and expense, shall procure and maintain for the duration of this LEASE, including any extensions of this LEASE and during the period that LESSEE is performing any work upon the expiration or earlier termination of this LEASE to remove the equipment from CITY property, insurance,naming CITY as an additional insured, against claims for injuries to persons or damage to property which may arise from, or in connection with,the performance of the work or provision of SERVICES hereunder by LESSEE, its agents, representatives, employees or subcontractors. a. Minimum Scope of Insurance The coverage shall include Commercial General Liability together with Broad Form Comprehensive General Liability including explosion, collapse and underground; Automobile liability including Code 1 (any auto), Code 2 (owned autos), Code 8 (hired autos) and Code 9 (nonowned autos); Workers' Compensation as required by the California Labor Code and Employers Liability insurance. b. Minimum Limits of Insurance LESSEE shall maintain limits no less than two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage in Commercial General Liability; three million dollars ($3,000,000) in 8 aggregate for public liability and five hundred thousand dollars ($500,000)combined single limit per accident for bodily injury and property damage in Automobile Liability; and Workers' Compensation and Employers Liability limits of one million dollars ($1,000,000)per occurrence. c. Deductibles and Self.insured Retention Any deductibles or self-insured retention must be declared to, and approved by the CITY. d. Policy Provisions The following provisions must be included in the policies: (1.) The CITY of Cupertino,its officers, employees, agents and contractors are to be covered as additional insured regarding liability arising out of activities performed by or on behalf of,LESSEE, products and completed operations of LESSEE, premises owned,Leased or used by LESSEE, and vehicles owned, Leased, hired or borrowed by LESSEE. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, employees, agents and contractors. (2.) LESSEE's insurance coverage shall be primary insurance as respects the CITY, its officers, employees, agents and contractors. Any insurance or self-insurance maintained by the CITY, its officers, employees, agents or contractors shall be excess of LESSEE's insurance and shall not contribute with it. (3.) Any failure 1:o comply with reporting provisions of the policies by LESSEE shall not affect coverage provided the CITY, its officers, employees, agents or contractors. (4.) All policies required by this LEASE shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in limits except after thirty(30) days prior written notice has been given to the CITY. e. Acceptability of Insurers The insurance carrier shall provide proof of their ratings. All ratings shall be a minimum of"Best A-7." f. Verification of Coverage The CITY shall provide all required forms. LESSEE shall furnish CITY with certificates of insurance and with all endorsements affecting coverage required by this LEASE. The certificates and endorsements for each policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. g. Subcontractors LESSEE shall either include all subcontractors as insured under its policies or shall require all subcontractors to meet CITY's requirements listed above. 6. Maintenance and Repairs LESSEE agrees to assume full responsibility for the operation,maintenance, and repairs of the PREMISES throughout the term hereof without expenses to 9 the CITY unless otherwise specified herein, and to perform all repairs and replacements necessary to maintain and preserve the PREMISES in good order, in a safe,healthy and sanitary condition, in manner reasonably satisfactory to CITY in compliance with all applicable regulations and laws. LESSEE agrees that CITY shall not be required to perform any maintenance,repairs, or services, or to assume any expense not specifically assumed herein, in connection with the PREMISES. Upon expiration of this Lease, LESSEE will surrender the PREMISES to CITY in good order and condition. 7. Nondiscrimination LESSEE agrees not to discriminate in any manner against any person or persons on account of race,marital status, sex,religious creed, color, ancestry, or national origin in LESSEE's use of the premises, including,but not limited to, the providing of goods, services, facilities,privileges, advantages and accommodations, and the obtaining and holding of employment. 8. Utility Costs LESSEE agrees to order, obtain and pay all utilities, including but not limited to water, gas, electricity,telephone, communications services, sanitary and drainage services, and service installation charges on any improvements made by LESSEE on the PREMISES. LESSEE shall also secure and utilize waste disposal services for the PREMISES in accordance with applicable local and state ordinances. All utilities on the Site shall be underground. In the event utilities to the PREMISES are furnished by the CITY and are measured by privately installed sub-meters, LESSEE shall pay as additional rent the cost of utility service provided to the PREMISES and attributable to LESSEE's use ("Utility Charge"). LESSEE shall pay the estimated cost of the Utility Charge monthly in advance together with the monthly Rent. The parties estimate the Utility Charge at the Commencement Date to be Two Hundred Fifty Dollars ($250.00) per month. During the lease term, at CITY's request (which request shall not be more frequent than once every twelve months), LESSEE shall calculate the actual Utility Charge for the immediately preceding twelve (12)months based on the readings from the privately installed sub-meters at CITY's Property. If the actual Utility Charge varies from the estimated Utility Charges paid, the parties shall adjust the Utility Charge to reflect LESSEE's actual usage. 9. Waste, Damage or Destruction LESSEE agrees to give notice to CITY of any fire or damage that may occur on the leased PREMISES within ten(10) days of such fire or damage. LESSEE agrees not to commit or suffer to be committed any waste or injury or any public or private nuisance, to keep the PREMISES clean and clear of refuse and obstructions, and to dispose of all garbage, trash and rubbish in a manner reasonably satisfactory to the CITY. If the PREMISES is destroyed or damaged so as in LESSEE's judgment,to hinder its effective use of CITY's property, LESSEE may elect to terminate this Lease as of the date of the damage or destruction by so notifying CITY in writing no more than 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 shall cease as of the date of the damage or destruction. 10. Contingency It is understood by LESSEE and CITY that this Lease is fully contingent upon LESSEE obtaining final development approvals for construction of improvements on the leased land from the CITY. In the event that such governmental approvals are not obtained on or 10 before December 31, 2000, after due diligence by LESSEE, LESSEE shall have the right to terminate this agreement within 30 days by notifying CITY in writing. If terminated,LESSEE shall have no further obligation to pay rent or comply with any other provision of this Lease. 11. Interference with Communications LESSEE's facilities shall not disturb the communications configurations, equipment and frequency which exist on CITY's property on the Commencement Date(hereinafter referred to as"Pre-existing Communications"), and LESSEE's facilities shall comply with all non-interference rules of the Federal Communications Commission (FCC). CITY shall not permit the use of any portion of the Site in a way which interferes with the communications operations of LESSEE described in Paragraph I. A., above. Such interference with LESSEE's communications operations shall be deemed a material breach by CITY, and CITY shall have the responsibility to terminate said interference within a reasonable time of LESSEE's written notice to CITY. In the event any such interference does not cease within ten days time,the parties acknowledge that continuing interference will cause irreparable injury to LESSEE, and therefore, LESSEE shall have the right to terminate the Lease immediately upon notice to CITY. Notwithstanding the foregoing, Pre-existing Communications operating in the same manner as on the Commencement Date shall not be deemed interference. 12. Legal Proceedings LESSEE agrees that should it become necessary for CITY to commence legal proceedings to collect rent,recover possession, or enforce any other provision of this Lease, the prevailing party will be entitled to legal costs and expenses in connection therewith, including reasonable attorney's fees as determined by the court. The parties agree that the laws of the State of California shall be used in interpreting this Lease and will determine all rights and obligations hereunder, and it is agreed that this Lease is executed in Cupertino, CA. 13. Electromagnetic Fields LESSEE shall comply with all present and future laws, orders and regulations relating to Electromagnetic Fields (EMFs), and the American National Standards Institute (ANSI) standards. Without limiting the provision of LESSEE's indemnity contained herein, LESSEE, on behalf of itself and its successors and assigns, shall indemnify the CITY from and against all claims of personal injuries due to EMFs to the extent such personal injuries are caused by LESSEE's facilities on the Premises. C. RESTRICTIVE CONDITIONS 1. Administration and Notices CITY's agent for control and administration of this Lease shall be the Director of Public Works of the CITY of Cupertino, and any communication relative to the terms or conditions or any changes thereto or any notice or notices provided for by this Lease or by law to be given or served upon CITY may be given or served by certified letter deposited in the United States mails,postage prepaid, and addressed as indicated below,. Any notice.or notices provided for by this Lease or by law to be given or served upon LESSEE may be given or served by depositing in the United States mails,postage prepaid, a certified letter addressed to said LESSEE at the PREMISES or at such other address designated in writing by LESSEE, or may be personally served upon them or any person hereafter authorized by them to receive such notice. Any notice or notices given or served as provided herein shall be effectual and binding for all purposes upon the 11 principals of the parties so served upon personal service or forty-eight(48)hours after mailing in the manner required herein: CITY: Director of Public Works City of Cupertino 10300 Tone Avenue Cupertino, CA 95014 LESSEE: Nextel of California, Inc. 1255 Treat Blvd., Suite 800 Walnut Creek,CA 94596 Attention: Property Management with a copy to: Nextel Communications 2001 Edmund Halley Drive Reston,VA 20191-3436 Sixth Floor,Mail Stop 6E630 Site Leasing Services; Contracts Manager CITY or LESSEE may, from time to time, designate any other address for this purpose by written notice to the other party. 2. Entry and Inspection CITY reserves the right to enter the PREMISES for the purpose of viewing and ascertaining the condition of the same, or to protect its interests in the PREMISES, or to inspect the operations conducted thereon. In the event that such entry or inspection by CITY discloses that the PREMISES are not in a safe,healthy and sanitary condition, CITY shall have the right, after thirty(30) days written notice to LESSEE,to have any necessary maintenance work done for and at the expense of LESSEE and LESSEE hereby agrees to pay promptly and any all reasonable costs incurred by CITY in having such necessary maintenance work done in order to keep the PREMISES in a safe, healthy and sanitary condition. Failure to reimburse CITY for the reasonable costs incurred by CITY within thirty(30) days of completion of said maintenance work shall constitute a default of this Lease. 3. Holding Over. This Lease shall terminate without further notice at expiration of the term. Any holding over by LESSEE after expiration shall be under the same terms of this Lease, as may be amended, and shall not constitute a renewal or extension or give LESSEE any rights in or to the PREMISES except as otherwise expressly provided in this Lease. 4. Merger The voluntary or other surrender of this Lease by LESSEE, or a mutual cancellation thereof, shall not work a merger and shall, at the option of CITY,terminate all or any existing subleases or subtenancies or may, at the option of CITY, operate as an assignment to it of any or all such subleases or subtenancies. 12 5. Reservation of CITY Rights CITY hereby reserves all rights ,title and interest in any and all gas, oil,minerals and water beneath said Leased premises. CITY shall have the reasonable right to enter the PREMISES for the purpose of making repairs to or developing municipal services. CITY hereby reserves the right to grant and use such easements or establish and use such rights-of-way over, under, along and across the PREMISES for utilities,thoroughfares,or access as it may deem advisable for the public good. Provided,however, CITY shall not unreasonably interfere with LESSEE's use of the PREMISES and will reimburse LESSEE for physical damages, if any, to LESSEE's facilities located on the PREMISES resulting from CITY's exercising the rights retained in this paragraph. Such reimbursement may include a reduction in the annual rent proportionate to the amount of any physical damage as reasonably determined by CITY. CITY shall pay the costs of maintenance and repair of all CITY installations made pursuant to the rights reserved herein. All utilities shall be underground. 6. Time is of the Essence Time is of the essence of each and all of the terms and provisions of this Lease and this Lease shall inure to the benefit of and be binding upon the parties hereto and any successor of LESSEE as fully and to the same extent as though specifically mentioned in each instance, and all covenants, stipulations and agreements in this Lease shall extend to and bind any assigns or sublessees of LESSEE. 7. Waiver The waiver by CITY of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition, or any subsequent breach of the same or any other terms, covenant or condition herein contained. The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a waiver of any preceding breach by LESSEE of any term, covenant or condition of this Lease,regardless of CITY's knowledge of such preceding breach at the time of acceptance of such rent. Failure on the part of CITY to require or exact full and complete compliance with any of the covenants, conditions or agreements of this Lease shall not be construed as in any manner changing the terms hereof and shall not prevent CITY from enforcing any provision hereof. 8. Recordation LESSEE may, at its cost,record this Lease or a memorandum of this Lease. 9. Title. a. CITY warrants that it has full right,power, and authority to execute this Lease; CITY further warrants that LESSEE shall have quiet enjoyment of the PREMISES during the Term of this Lease or any Renewal Term. b. LESSEE has the right to obtain a title report or commitment for a Leasehold title policy from a title insurance company of its choice. If, in the opinion of LESSEE,such title report shows any defects of title or any liens or encumbrances which may adversely affect LESSEE's use of the PREMISES, LESSEE shall have the right to terminate this Lease immediately upon written notice to CITY. 13 10. Captions The captions of the various articles and paragraphs of this Lease are for convenience and ease of reference only and do not define, limit, augment, or describe the scope, content, or intent of this Lease or of any part of this Lease. 11. Entire Agreement This Lease contains the entire agreement between the parties. No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on its own examination of this Lease, the counsel of its own advisors, and the warranties,representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the PREMISES, to read the Lease or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice. 12. Severability The invalidity or illegality of any provision of this Lease shall not affect the remainder of the Lease. 13. Successors Subject to the provisions of this Lease on assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the heirs, successors, executors, administrators, assigns, sublessees, tenants, subtenants, and personal representatives of the respective parties. IN WITNESS WHEREOF, this Lease agreement is executed by CITY, acting by and through the Mayor, and by LESSEE, acting by and through its lawfully authorized officers. APPROVED AS TO FO' . / City Attorney Charles Kilian CITY OF CUPERTINO BY - TIT ' John Statton, Mayor NEXTEL OF CALIFORNIA, INC. BY /rI+- + .,?sue r MARK ARK I E Lci, 0,, Mark B. Nelson Vice President R : �, rj1 'VICE PRESS+E. 1 M (it.:1.4;GIN :Efl I'1'= ORIGINAL EXHIBIT "A" CA-2151B/Hwy 280/87 10555 Mary Avenue Cupertino, CA 95014 APN: 3:26-06-052• PA '4 NO. 1 wt • . S!C 00 at a point *s the liastorly lip a of,that coxtais 40 acre tract of lewd cr*bed In the Deed from Lloyd L. Edwards, st ux, to Joe A. Sores, it az dated February 0, 1945, rscordad February 10, 1943 tab book 1243 0. R.; • page , Slate Clara County Records, diste nt thereon South 0' OS' First 2320. foot frost in iron pipe in the csoterlins of Nomestsad load; them* South 0a 08' Nast along the l asterly lino of said 40 acre tract 22.09 foot to an Iron pipe at the Southeasterly.corner thereof; roma g thanes South 89. 44' i(est along the Southerly flue of said 40 acre tract 39.52 foe:' .o sn iron pipe st: the south ssterly corner cheroot; • thanes North 0' 08' 30" Yeast along the Westerly line of said 40 ears tract • 32.09 lssti •• • • thence North 69' 44' East 659.54 feat to the point of bsgianing. ••• • NG approximately 2.00 acres and Naing o portion of the Southeast 1/4 o teation 11 Township 7 South, hangs 2 Hostel!. D. 1• d !t. • P._.!1 _11O. 2 • MINN • at a point oo the Fester ly► 1144 of _twat certain 40 nera tract of load • •eribod in the Deed from Lloyd L. Edwards, it tax, to Jos A. Sorel, st us. dated February 1, 1945. recorded February 10, 1945, in look 1243 O. 2., page 2 , Seats Clara County Records, distant thereon South 0. 08' Lest 2444.4 fest Egos as iron pipe is the centerline of Homestead Woad; • • • thaws South 0' 08' East slung the Easterly lino of said 40 atm tract 56.00 • set to the Northeasterly corner of .gut csrtaIa 2 ears tract of load dose is the Deed faros Joe A. Sarni, it ate, to N. Jakovieh, at us, dated 1'sbr*s y 1$, 1948 is look 1569 0. l,,, Pogo 37, Santa Clara Ceuety zaoorda; • as thence loath 89! 44' asst *long the Northerly line of raid.2 sere treat S9.S4 fiat to the Northwesterly earner thereof os the Nestarly lin* ot• . • said • sore tract; •R Hare North 89' 44' Hest along said %oat PORN line Stoat; suns . 'thence North 89' 44' last cad parallel with the Northerly live of said 2 acre. tract 09.35 fast to'tbe point of begins ng. • apptoxiaate1y 0.85 acre, and being a portion of the Southwest 1/4 of Sea • . 11, Township 7 South, Range 2 Neat, K. D. s. 4 N. A•". Thou NANC1LS 1 and 2 eta that portion Mersa diaerib d as Parcels t • and 2 ' the Deed from K. Jskoviah, st tax,• to the State of Contends. recorded Arias u, 1964 In look 6619, 0. 1., Pegs 556, Santo Clara County Saoords, and • • ■ors particulsry described as follows: •7JELL Qtil:, . ►• . . • at tbs Southvcstorly corner of the 2.00'aase parcel of land coevayedT7:7:77,-;to N. • abavicb, et IT,, by Dead recorded lebtuary 18, 1 949 ii peek 1569 of — -- . Oftie Records, page 37; t • along the 1outhsrly liar of said parcel South 89° 13' 33" Nast 133.22 ApilY fest, rf- $ tailing that bears literal right Area r f 1447.00 fast, through an 4 anangle of a oo 4` 35' 21',, es arc . last of 115.90 feat' . ' • frost tangent that boars Worth 12' 16' 35" West, along a slum to the right th a radio, of 600.40 feet 'through asp sails•st 7` 21. 34", so sec 11ugtb • • • EXHIBIT "A" CA-2151B/Hwy 280/87 10555 Mary Avenue Cupertino, CA 95014 APN: 326-06-052 of 77.0 foot to the Sosthsrly line of the parcel of load conveyed to the State a California by Deed rsaordod October 22, 1959 in look 4582 of Official Records page 4791 • along last said lies Worth £9' 15' 33" Sleet 91.69 foot to the Zasterly lino of the parcel of land C4veyed to the State of California by Deed tscordsd Demob* 1, 1960 is look 4990 of Official Racurda, page 436; t• • aloes last said line &both 0' 52' 03" Vest 188.09 foot to the point of -• anent. •• 0.424 of an aaro. noro or Ipso. As to • • 1 above, this &tour/mar it made Car this pnrpoaan or n frowsy and the otor lwrsby rvlsanos and roliuquieelius to the 8rantaa any and all abutter rights of access, appurtenant to cantor's remaining property, in Mad to said roomy. 712CIL •s =NM , • at the Southeasterly corner of Leos 2.00 acre p.rool of lied conveyed to Mt. .1 • ob. at ux, by Deed recorded Fsbr ary 18, 1948 in look 1569 of Oific ( saeorda, pegs 37; t • along the seethe ay lino of esid pascal North 08` 15' 33" Vast 30.00 loot; lbrtlt•0' 52' 31" Soot 188.09 fest to.the lino comma to the lands, nor or •• sly, of said K. J*kovlch. et um. *+d of Jas $os:i., of nx1 then along list said line South 89' 15' 33" Fast 30.00 feat to the 11ns common to the , s, nom or formerly, of said N. Jakovich, •art-yacr-aM of Morusa +—. Wit • , et al; 1 t. - along leak said line South 0• S2' 31' west 168.09 foot to the point of -• • t. • • •• 0.130 of an cars, more or less. • • The • and disuses; used in the above dasariptioos in on tba California Corr System, Zone 3. Multiply the abas diatomite by 1.0000405 to obtai* ground • el diataaces. 1Nfl1ALS Antenna Site Lease Agreement between the CITY of Cupertino and Nextel of California, Inc., a Delaware Corporation, d/b/a Nextel Communications This Antenna Site Lease Agreement ("Lease") is executed by and between the CITY of Cupertino, a municipal corporation, hereinafter called "CITY" and Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications, hereinafter called"LESSEE." I. DEMISED PREMISES CITY hereby leases and LESSEE leases from CITY a portion of that certain real property situated in the CITY of Cupertino, State of California, commonly known as Cupertino Service Center("Site") described and delineated as specifically shown on Exhibit A attached hereto, consisting of approximately six hundred (600) square feet of land. Said real property is hereinafter called the"PREMISES"and is described in Exhibit B attached hereto. A. PERMITTED USE The PREMISES may be used by LESSEE for any lawful activity in connection with the provision of mobile/wireless communication services, including without limitation, the transmission and the reception of radio communication signals on various frequencies and the construction, maintenance and operation of related communication facilities. LESSEE shall not use the PREMISES for any activity or in any manner which would tend to lower the character of the PREMISES, or in such a manner as to create any nuisance which disturbs, interferes with, or annoys any other neighboring person or entity. B. CONSTRUCTED IMPROVEMENTS It is contemplated that LESSEE shall construct upon the Premises a telecommunications facility which shall consist of a ten foot by twenty foot equipment shelter in which Lessee shall place its communications equipment. Before any work of construction, alteration, or repair is commenced on the PREMISES, LESSEE shall comply with all of the following conditions and provisions unless CITY's written waiver is first obtained: 1. All new structures shall first comply with CITY's applicable development standards and review process, including review and approval of required conditional use permits by the Planning Commission or CITY Council as appropriate. 2. LESSEE shall notify CITY in'writing of LESSEE's intention to commence any work of improvements at least five (5) working days prior to commencement of such work. The notice shall specify the approximate location and nature of the intended improvements. CITY shall have the right to post and maintain on the PREMISES any notices of non-responsibility provided for under applicable law, and to inspect the PREMISES in relation to compliance with this Lease, other permits or the construction at all reasonable times. 3. LESSEE shall secure and deliver to CITY, care of the Public Works Department, adequate evidence of compliance with all applicable building codes, ordinances, regulations, and requirements for all permits and approvals, including but not restricted to grading ORIGINAL permits, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies regulating water, sewer, and any other utility or improvement on the Site. 4. LESSEE shall provide required bonds or other security securing completion of any new structures to be constructed upon the Site, pursuant to section I(B)(5) of this Lease, and shall furnish CITY, care of the Public Works Department, with evidence of said security prior to undertaking any such construction on the PREMISES. 5. Prior to any work being conducted upon the Premises, LESSEE shall have provided to the CITY a bond or Certificate of Deposit as a security deposit in the amount of ten thousand dollars ($10,000.00) to cover the costs for the removal of LESSEE's equipment in and upon the PREMISES and any repairs that may be required to the PREMISES which are the responsibility of the LESSEE to repair under this lease. The CITY shall have the right to draw against the deposit in the event of a default by LESSEE or to cover the costs for the removal of the encroachment and any repairs that may be required to the PREMISES in the event that LESSEE fails to meet and fully perform any of its obligations hereunder. Within ten days of receipt of written notice from the CITY, LESSEE shall renew or replace such sums of money as shall bring the security deposit current. No release of the bond or certificate of deposit held as a security deposit shall be made except upon approval of the CITY, in accordance with California law. LESSEE agrees that the bond or certificate of deposit shall be held in full force and effect for the Term of this Agreement. The Security Deposit shall be released by the CITY upon completion of the removal of the encroachment and any repairs necessary to restore the PREMISES to their original condition as of the Commencement Date of the lease excepting reasonable wear and tear beyond the control or without the fault or neglect of the Lessee. The deposit shall be released thirty (30) days after the CITY Engineer's inspection and acceptance of the work. 6. Once any approved work of improvement is begun, LESSEE shall diligently prosecute completion of said work or construction. All work shall be performed in a good and workmanlike manner, and shall substantially comply with plans and specifications approved by CITY and as required by this Lease. C. SOIL CONDITIONS CITY makes no covenants or warranties respecting the condition of the soil or subsoil or any other condition of the PREMISES that might affect LESSEE's ability to construct the monopole antenna upon the PREMISES. D. UTILITY INSTALLATION ACCESS CITY grants to LESSEE the right to install utilities, for the purpose of serving the PREMISES only,which may be, in CITY's sole opinion, reasonably required. 2 II. TERM OF LEASE A. COMMENCEMENT AND TERMINATION The term of this Lease (Term) shall be five (5) years commencing with the issuance of a local building permit allowing LESSEE to construct its mobile/wireless communications facilities on the PREMISES, or December 31, 2000, whichever is earlier(hereinafter referred to as "Commencement Date"). At the option of LESSEE, the term of this Lease may be renewed for successive five-year periods of time (hereinafter referred to as "Renewal Term"), but in no event, shall the Lease be extended for more than two Renewal Terms without the negotiation and execution of a new lease, Not withstanding the above, the CITY may terminate the lease prior to the expiration of its term or any Renewal Term, under the following circumstances: 1. If LESSEE is in material breach; 2. If the CITY is required by federal, state or local law to regain possession of the PREMISES; 3. If the CITY no longer utilizes the Site as a city facility. Upon a breach or default of any of the terms or obligations of this LEASE by LESSEE, the CITY shall serve written notice upon LESSEE reasonably describing the breach or default. If LESSEE fails to cure a monetary breach or default within thirty (30)days or a non-monetary breach within sixty (60) days this LEASE shall be subject to termination at the option of the CITY. The CITY shall be entitled to exercise all rights and remedies hereby reserved under this LEASE or made available under applicable laws. Termination of this LEASE by the CITY shall constitute the withdrawal of any consent or authorization of CITY for LESSEE to perform any construction or other work under this LEASE excepting only that work necessary to remove all equipment and to repair the PREMISES to their original condition existing at the Commencement Date of the LEASE, reasonable wear and tear beyond the control or without the fault or neglect of the LESSEE excepted. LESSEE may terminate this LEASE at any time during the term of this LEASE or any Renewal Term thereof upon thirty- (30) day's notice to the CITY with no further liability except as expressly provided herein. Upon such early termination by LESSEE, the CITY shall make a pro-rata refund to LESSEE of the rental fee paid to the CITY by LESSEE prorated to the date of CITY's acceptance of the removal of the LESSEE's FACILITIES. In the event of termination by either party, LESSEE shall immediately cease all work being performed under this LEASE, excepting only that work necessary for LESSEE to remove all equipment and repair the PREMISES in accordance with Section II(B). B. SURRENDER OF PREMISES LESSEE shall remove all LESSEE Facilities at its sole expense upon cancellation, expiration or earlier termination of this Lease. LESSEE shall repair any damage to the PREMISES caused by such removal and shall return the PREMISES to the 3 condition which existed on the Commencement Date, reasonable wear and tear and damages beyond the control or without the fault or neglect of LESSEE excepted. If LESSEE fails to remove the Facilities within thirty (30) days of the termination or expiration of this LEASE, CITY may remove and store the Facilities at LESSEE's sole cost and expense. If LESSEE does not claim the Facilities within thirty(30) days following said removal, and provided that CITY has given LESSEE and any third party financing entity thirty (30) days prior written notice, the Facilities shall be deemed abandoned and City May dispose of the Facilities. LESSEE shall notify CITY of the name and address of the third party financing entity for notice purposes herein and the CITY will be notified of any changes with respect to said entity and its address. LESSEE's obligation to observe and perform the covenants of this paragraph shall survive the end of this Lease. C. LIEN RIGHTS CITYwaives any lien rights it may have concerning the Facilities which are deemed LESSEE's personal property and not fixtures, and LESSEE has the right to remove the same at any time without CITY consent. CITYacknowledges that LESSEE has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the 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, CITY(i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures 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 that such Collateral may be removed at any time without recourse to legal proceedings, except as when deemed abandoned pursuant to Section II, Paragraph B of this Lease. D. ACCESS TO IMPROVEMENTS 1. LESSEE shall have the right(but not the obligation) at any time following the full execution of this Lease and prior to the Commencement Date, to enter the PREMISES for the purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (hereinafter singularly and collectively referred to as "Tests") to determine the suitability of the PREMISES for LESSEE's Facilities (as defined herein) and for the purpose of preparing for the construction of LESSEE's Facilities. During any Tests or pre- construction work, LESSEE will have insurance as set forth in Section IV, B, 4, Insurance. LESSEE will notify CITY of any proposed Tests or pre-construction work and will coordinate the scheduling of same with CITY. If LESSEE determines that the PREMISES are unsuitable for LESSEE's contemplated use, then LESSEE will notify CITY and this Lease will terminate. 2. LESSEE has the right to construct, maintain and operate on the PREMISES radio communication facilities, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements (hereinafter referred to as "Facilities"). In connection therewith, LESSEE has the right to do all work reasonably necessary to prepare, add, maintain and alter the PREMISES for LESSEE's communications operations and to install utility lines and transmission lines connecting antennas to transmitters and receivers. All of LESSEE's construction and installation work shall be performed at LESSEE's sole cost and expense and in good 4 workmanlike manner. 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. 3. At no charge to LESSEE, CITY shall provide access to the PREMISES to LESSEE, LESSEE's employees, agents, contractors and subcontractors five(5) days a week during working hours and on other days and times by special arrangement with CITY. Not withstanding the foregoing, in the event of an emergency, Lessee shall have access to the PREMISES at all hours, seven (7) days a week. Twenty-four hour emergency access is available through County Communications. CITY represents and warrants that it has full rights of ingress and egress from the PREMISES, and hereby grants such rights to LESSEE to the extent required to construct, maintain, install and operate LESSEE's Facilities on the PREMISES. LESSEE's exercises of such rights shall not cause undue inconvenience to CITY,nor shall it compromise the security of CITY's adjoining Site. 4. CITY shall maintain all access roadways from the nearest public roadway to the PREMISES in a manner sufficient to allow access. CITY shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by LESSEE or LESSEE's agents or assigns. If LESSEE or LESSEE's agents or assigns cause any such damage, LESSEE shall promptly repair same. 5. 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 emergency back-up power). Subject to CITY's approval of the location, which approval shall not be unreasonably withheld, LESSEE shall have the right to place utilities on( or to bring utilities across) CITY's Property in order to service the PREMISES and LESSEE's Facilities. 6. LESSEE shall fully and promptly pay for all utilities furnished to the PREMISES for the use, operation and maintenance of LESSEE's Facilities. III. RENT A. BASIC RENT 1. Upon the Commencement Date, LESSEE shall pay to CITY, as rent, the sum of one thousand eight hundred dollars ($1,800.00) per month. If the Commencement Date 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 thereafter, LESSEE shall pay a full month's rent on the first day of each calendar month, except that payment shall be prorated for the final fractional month of this Lease, or if this Lease is terminated before the expiration of any month for which Rent should have been paid. 2. These amounts will be due and payable on or before the first day of each month during the term of this Lease. The rent will be paid in advance to the Department of Finance, City of 5 Cupertino, 10300 Torre Avenue, Cupertino, CA 950[4, without prior demand and without any abatement, deduction or setoff. B. LATE PAYMENT CHARGE The rent shall be delinquent if not received by the close of the business day on the 10th of each calendar month. Such unpaid amounts of rent shall be subject to a late payment charge equal to ten percent (10%) of such unpaid amounts. This late payment charge is intended to compensate CITY for its additional administrative costs resulting from LESSEE's failure, and has been agreed upon by CITY and LESSEE, after negotiation, as a reasonable estimate of the additional administrative costs which will be incurred by CITY as a result of LESSEE's failure; the actual cost being impossible to ascertain at the time of this Lease. This late payment will constitute liquidated damages due the CITY and will be paid to CITY together with such unpaid amounts. Acceptance of the payment of this late charge will not constitute a waiver by CITY of any default by LESSEE under this Lease. C. ADJUSTMENT OF RENT The rent in subparagraph A above will be adjusted according to this paragraph notwithstanding any provision in that subparagraph to the contrary: 1. Rent shall be increased on each anniversary of the Commencement Date by an amount equal to Five Percent (5%) of the rent for the previous year. IV. COVENANTS AND CONDITIONS A. CITY COVENANTS 1. Quiet Possession LESSEE, paying the said rent and performing the covenants and Leases herein, shall and may at all times during the said term peaceably and quietly have,hold and enjoy the said PREMISES for the term thereof. 2. Assignment and Subleasing The parties agree that the expertise and experience of LESSEE are material considerations inducing the CITY to enter into this LEASE. LESSEE shall not assign, sell, Lease, merge, consolidate or transfer any interest in this LEASE nor the performance of any of LESSEE's obligations herein, without prior written consent of the CITY, and any attempt by LESSEE to so assign this LEASE or any rights, duties or obligations arising herein shall be void and of no effect. The consent of the CITY will not be unreasonably withheld. Notwithstanding the foregoing, LESSEE shall have the right to assign its rights under this LEASE without the consent of the CITY to any of its subsidiaries or affiliates or its parent company or to any successor in interest or entity acquiring fifty-one percent (51%) or more of its stocks or assets, provided however, that LESSEE shall not be released from any obligation under this LEASE without the written consent of the CITY. Additionally, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Lease 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 similar instruments, or (iii) has obligations under or with respect to letters of credit,bankers acceptances and similar facilities or in respect of guaranties thereof. 6 3. Hazardous Waste CITY represents and warrants that any activity concerning Hazardous Materials on the Site and the PREMISES which CITY and/or its agents undertakes or permits to be undertaken by other Lessees, Licensees or Permittees of CITY will be done in accordance with all local, state and federal regulations governing the proper use, storage, transportation and disposal of said materials. In addition to the indemnity provided in section IVB4(b), CITY shall indemnify, defend, protect and hold LESSEE harmless from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs or expenses (including attorney's fees) arising as a result of any Hazardous Materials which exist within the property, common areas, building or PREMISES as of the date first written above and any Hazardous Materials which are present within the property, common areas, building or PREMISES after said date which are not the result of the activities or omission of LESSEE. Notwithstanding the foregoing,nothing herein is intended to obligate LESSEE to bring the PREMISES into compliance with applicable requirements, ordinances and statutes unless such compliance is triggered by LESSEE's use, operations or LESSEE's Facilities constructed upon the PREMISES. Not withstanding any other provision of this Lease, LESSEE relies upon the representations stated herein as a material inducement for entering into this Lease. B. LESSEE COVENANTS 1. Compliance with Law LESSEE agrees, at its sole cost and expense, to comply with all the requirements, ordinances and statutes now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities, pertaining to the said PREMISES, or the operations conducted thereon. 2. Taxes LESSEE agrees to pay before delinquency all taxes, adjustments, and fees assessed or levied upon LESSEE or the Leased PREMISES, including the land and any buildings, structures, machines, appliances or other property or improvements erected, installed or maintained by LESSEE or by reason of the business or other activities of LESSEE upon or in connection with the Leased PREMISES. LESSEE recognizes and agrees that this Lease may create a possessory interest subject to property taxation, and that LESSEE may be subject to further payment of property or possessory interest taxes without any compensatory reduction in rent due to the CITY. 3. Hazardous Waste LESSEE shall not bring any hazardous materials onto the PREMISES except for those contained in its back-up power batteries (lead-acid batteries) and common material used in telecommunications operations, e.g., cleaning solvents. LESSEE will treat all hazardous materials brought onto the PREMISES by it in accordance with all Federal, State and Local laws and regulations. In addition to the indemnity provided in section IVB4(a), LESSEE shall indemnify, defend, protect and hold CITY harmless from and against any and all claims, loss,proceedings, damages, causes of action, 7 liability, costs or expenses (including attorney's fees) arising as a result of any Hazardous Materials which exist within the property, common areas, building or PREMISES as a result of the activities or omission of LESSEE. 4. Indemnity a. LESSEE shall indemnify, defend, and hold harmless CITY, its employees, successors and assigns from and against any and all loss, cost, claim, liability, action, damage, injury to or death of any person (hereinafter referred to as "Claims"), including reasonable attorney's fees, occurring on the PREMISES and arising out of or connected with the negligence or willful misconduct of LESSEE, its agents or contractors, except for Claims arising out of the negligence or willful misconduct of CITY, its agents or contractors, breach of any duty or obligation by CITY under this Lease, or any condition relating to the PREMISES which LESSEE has no obligation to repair or maintain. b. CITY shall indemnify„ defend, and hold harmless LESSEE, its employees, successors and assigns from and against any and all loss, cost, claim, liability, action, damage, injury to or death of any person (hereinafter referred to as "Claims"), including reasonable attorney's fees, arising out of or connected with negligence or willful misconduct of CITY, its agents or contractors, except for Claims arising out of the negligence or willful misconduct of LESSEE, its agents or contractors, violation of any law by LESSEE, its agents or contractors,breach of any duty or obligation by LESSEE under this Lease, or any condition relating to the PREMISES which CITY has no obligation to repair or maintain. c. The foregoing indemnity in a. and b. will survive the termination of this Lease. 5. Insurance Coverage LESSEE, at LESSEE's sole cost and expense, shall procure and maintain for the duration of this LEASE, including any extensions of this LEASE and during the period that LESSEE is performing any work upon the expiration or earlier termination of this LEASE to remove the equipment from CITY property, insurance, naming CITY as an additional insured, against claims for injuries to persons or damage to property which may arise from, or in connection with, the performance of the work or provision of SERVICES hereunder by LESSEE, its agents, representatives, employees or subcontractors. a. Minimum Scope of Insurance The coverage shall include Commercial General Liability together with Broad Form Comprehensive General Liability including explosion, collapse and underground; Automobile liability including Code 1 (any auto), Code 2 (owned autos), Code 8 (hired autos) and Code 9 (nonowned autos); Workers' Compensation as required by the California Labor Code and Employers Liability insurance. b. Minimum Limits of Insurance LESSEE shall maintain limits no less than two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage in Commercial General Liability; three million dollars ($3,000,000) in 8 aggregate for public liability and five hundred thousand dollars ($500,000) combined single limit per accident for bodily injury and property damage in Automobile Liability; and Workers' Compensation and Employers Liability limits of one million dollars, ($1,000,000)per occurrence. c. Deductibles and Self-insured Retention Any deductibles or self-insured retention must be declared to, and approved by the CITY. d. Policy Provisions The following provisions must be included in the policies: (1.) The CITY of Cupertino, its officers, employees, agents and contractors are to be covered as additional insured regarding liability arising out of activities performed by or on behalf of, LESSEE, products and completed operations of LESSEE, premises owned, Leased or used by LESSEE, and vehicles owned, Leased, hired or borrowed by LESSEE. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, employees, agents and contractors. (2.) LESSEE's insurance coverage shall be primary insurance as respects the CITY, its officers, employees, agents and contractors. Any insurance or self-insurance maintained by the CITY, its officers, employees, agents or contractors shall be excess of LESSEE's insurance and shall not contribute with it. (3.) Any failure to comply with reporting provisions of the policies by LESSEE shall not affect coverage provided the CITY, its officers, employees, agents or contractors. (4.) All policies required by this LEASE shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in limits except after thirty(30) days prior written notice has been given to the CITY. e. Acceptability of Insurers The insurance carrier shall provide proof of their ratings. All ratings shall be a minimum of`Best: A-7." f. Verification of Coverage The CITY shall provide all required forms. LESSEE shall furnish CITY with certificates of insurance and with all endorsements affecting coverage required by this LEASE. The certificates and endorsements for each policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. g. Subcontractors LESSEE shall either include all subcontractors as insured under its policies or shall require all subcontractors to meet CITY's requirements listed above. 6. Maintenance and Repairs LESSEE agrees to assume full responsibility for the operation, maintenance, and repairs of the PREMISES throughout the term hereof without expenses to 9 the CITY unless otherwise specified herein, and to perform all repairs and replacements necessary to maintain and preserve the PREMISES in good order, in a safe, healthy and sanitary condition, in manner reasonably satisfactory to CITY in compliance with all applicable regulations and laws. LESSEE agrees that CITY shall not be required to perform any maintenance, repairs, or services, or to assume any expense not specifically assumed herein, in connection with the PREMISES. Upon expiration of this Lease, LESSEE will surrender the PREMISES to CITY in good order and condition. 7. Nondiscrimination LESSEE agrees not to discriminate in any manner against any person or persons on account of race, marital status, sex, religious creed, color, ancestry, or national origin in LESSEE's use of the premises, including,but not limited to, the providing of goods, services, facilities, privileges, advantages and accommodations, and the obtaining and holding of employment. 8. Utility Costs LESSEE agrees to order, obtain and pay all utilities, including but not limited to water, gas, electricity, telephone, communications services, sanitary and drainage services, and service installation charges on any improvements made by LESSEE on the PREMISES. LESSEE shall also secure and utilize waste disposal services for the PREMISES in accordance with applicable local and state ordinances. All utilities on the Site shall be underground. In the event utilities to the PREMISES are furnished by the CITY and are measured by privately installed sub-meters, LESSEE shall pay as additional rent the cost of utility service provided to the PREMISES and attributable to LESSEE's use ("Utility Charge"). LESSEE shall pay the estimated cost of the Utility Charge monthly in advance together with the monthly Rent. The parties estimate the Utility Charge at the Commencement Date to be Two Hundred Fifty Dollars ($250.00)per month. During the lease term, at CITY's request (which request shall not be more frequent than once every twelve months), LESSEE shall calculate the actual Utility Charge for the immediately preceding twelve (12) months based on the readings from the privately installed sub-meters at CITY'S Property. If the actual Utility Charge varies from the estimated Utility Charges paid, the parties shall adjust the Utility Charge to reflect LESSEE's actual usage. 9. Waste, Damage or Destruction LESSEE agrees to give notice to CITY of any fire or damage that may occur on the leased PREMISES within ten (10) days of such fire or damage. LESSEE agrees not to commit or suffer to be committed any waste or injury or any public or private nuisance, to keep the PREMISES clean and clear of refuse and obstructions, and to dispose of all garbage, trash and rubbish in a manner reasonably satisfactory to the CITY. If the PREMISES is destroyed or damaged so as in LESSEE's judgment, to hinder its effective use of CITY's property, LESSEE may elect to terminate this Lease as of the date of the damage or destruction by so notifying CITY in writing no more than 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 shall cease as of the date of the damage or destruction. 10. Contingency It is understood by LESSEE and CITY that this Lease is fully contingent upon LESSEE obtaining final development approvals for construction of improvements on the leased land from the CITY. In the event that such governmental approvals are not obtained on or 10 before December 31, 2000, after due diligence by LESSEE, LESSEE shall have the right to terminate this agreement within 30 days by notifying CITY in writing. If terminated, LESSEE shall have no further obligation to pay rent or comply with any other provision of this Lease. 11. Interference with Communications LESSEE's facilities shall not disturb the communications configurations, equipment and frequency which exist on CITY's property on the Commencement Date(hereinafter referred to as"Pre-existing Communications"), and LESSEE's facilities shall comply with all non-interference rules of the Federal Communications Commission (FCC). CITY shall not permit the use of any portion of the Site in a way which interferes with the communications operations of LESSEE described in Paragraph I. A., above. Such interference with LESSEE's communications operations shall be deemed a material breach by CITY, and CITY shall have the responsibility to terminate said interference within a reasonable time of LESSEE's written notice to CITY. In the event any such interference does not cease within ten days time, the parties acknowledge that continuing interference will cause irreparable injury to LESSEE, and therefore, LESSEE shall have the right to terminate the Lease immediately upon notice to CITY. Notwithstanding the foregoing, Pre-existing Communications operating in the same manner as on the Commencement Date shall not be deemed interference. 12. ' Legal Proceedings LESSEE agrees that should it become necessary for CITY to commence legal proceedings to collect rent, recover possession, or enforce any other provision of this Lease, the prevailing party will be entitled to legal costs and expenses in connection therewith, including reasonable attorney's fees as determined by the court. The parties agree that the laws of the State of California shall be used in interpreting this Lease and will determine all rights and obligations hereunder, and it is agreed that this Lease is executed in Cupertino, CA. 13. Electromagnetic Fields LESSEE shall comply with all present and future laws, orders and regulations relating to Electromagnetic Fields(EMFs), and the American National Standards Institute (ANSI) standards. Without limiting the provision of LESSEE's indemnity contained herein, LESSEE, on behalf of itself and its successors and assigns, shall indemnify the CITY from and against all claims of personal injuries due to EMFs to the extent such personal injuries are caused by LESSEE's facilities on the Premises. C. RESTRICTIVE CONDITIONS 1. Administration and Notices CITY's agent for control and administration of this Lease shall be the Director of Public Works of the CITY of Cupertino, and any communication relative to the terms or conditions or any changes thereto or any notice or notices provided for by this Lease or by law to be given or served upon CITY may be given or served by certified letter deposited in the United States mails, postage prepaid, and addressed as indicated below,. Any notice or notices provided for by this Lease or by law to be given or served upon LESSEE may be given or served by depositing in the United States mails, postage prepaid, a certified letter addressed to said LESSEE at the PREMISES or at such other address designated in writing by LESSEE, or may be personally served upon them or any person hereafter authorized by them to receive such notice. Any notice or notices given or served as provided herein shall be effectual and binding for all purposes upon the 11 principals of the parties so served upon personal service or forty-eight(48)hours after mailing in the manner required herein: CITY: Director of Public Works City of Cupertino 10300 Tone Avenue Cupertino, CA 95014 LESSEE: Nextel of California, Inc. 1255 Treat Blvd., Suite 800 Walnut Creek,CA 94596 Attention: Property Management with a copy to: Nextel Communications 2001 Edmund Halley Drive Reston, VA 20191-3436 Sixth Floor, Mail Stop 6E630 Site Leasing Services; Contracts Manager CITY or LESSEE may, from time to time, designate any other address for this purpose by written notice to the other party. 2. Entry and Inspection CITY reserves the right to enter the PREMISES for the purpose of viewing and ascertaining the condition of the same, or to protect its interests in the PREMISES, or to inspect the operations conducted thereon. In the event that such entry or inspection by CITY discloses that the PREMISES are not in a safe,healthy and sanitary condition, CITY shall have the right, after thirty(30) days written notice to LESSEE, to have any necessary maintenance work done for and at the expense of LESSEE and LESSEE hereby agrees to pay promptly and any all reasonable costs incurred by CITY in having such necessary maintenance work done in order to keep the PREMISES in a safe, healthy and sanitary condition. Failure to reimburse CITY for the reasonable costs incurred by CITY within thirty (30) days of completion of said maintenance work shall constitute a default of this Lease. 3. Holding Over. This Lease shall terminate without further notice at expiration of the term. Any holding over by LESSEE after expiration shall be under the same terms of this Lease, as may be amended, and shall not constitute a renewal or extension or give LESSEE any rights in or to the PREMISES except as otherwise expressly provided in this Lease. 4. Merger The voluntary or other surrender of this Lease by LESSEE, or a mutual cancellation thereof, shall not work a merger and shall, at the option of CITY, terminate all or any existing subleases or subtenancies or may, at the option of CITY, operate as an assignment to it of any or all such subleases or subtenancies. 12 5. Reservation of CITY Rights CITY hereby reserves all rights , title and interest in any and all gas, oil, minerals and water beneath said Leased premises. CITY shall have the reasonable right to enter the PREMISES for the purpose of making repairs to or developing municipal services. CITY hereby reserves the right to grant and use such easements or establish and use such rights-of-way over, under, along and across the PREMISES for utilities, thoroughfares, or access as it may deem advisable for the public good. Provided, however, CITY shall not unreasonably interfere with LESSEE's use of the PREMISES and will reimburse LESSEE for physical damages, if any, to LESSEE's facilities located on the PREMISES resulting from CITY's exercising the rights retained in this paragraph. Such reimbursement may include a reduction in the annual rent proportionate to the amount of any physical damage as reasonably determined by CITY. CITY shall pay the costs of maintenance and repair of all CITY installations made pursuant to the rights reserved herein. All utilities shall be underground. 6. Time is of the Essence Time is of the essence of each and all of the terms and provisions of this Lease and this Lease shall inure to the benefit of and be binding upon the parties hereto and any successor of LESSEE as fully and to the same extent as though specifically mentioned in each instance, and all covenants, stipulations and agreements in this Lease shall extend to and bind any assigns or sublessees of LESSEE. 7. Waiver The waiver by CITY of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition, or any subsequent breach of the same or any other terms, covenant or condition herein contained. The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a waiver of any preceding breach by LESSEE of any term, covenant or condition of this Lease,regardless of CITY's knowledge of such preceding breach at the time of acceptance of such rent. Failure on the part of CITY to require or exact full and complete compliance with any of the covenants, conditions or agreements of this Lease shall not be construed as in any manner changing the terms hereof and shall not prevent CITY from enforcing any provision hereof. 8. Recordation LESSEE may, at its cost, record this Lease or a memorandum of this Lease. 9. Title. a. CITY warrants that it has full right, power, and authority to execute this Lease; CITY further warrants that LESSEE shall have quiet enjoyment of the PREMISES during the Term of this Lease or any Renewal Term. b. LESSEE has the right to obtain a title report or commitment for a Leasehold title policy from a title insurance company of its choice. If, in the opinion of LESSEE, such title report shows any defects of title or any liens or encumbrances which may adversely affect LESSEE's use of the PREMISES, LESSEE shall have the right to terminate this Lease immediately upon written notice to CITY. 13 10. Captions The captions of the various articles and paragraphs of this Lease are for convenience and ease of reference only and do not define, limit, augment, or describe the scope, content, or intent of this Lease or of any part of this Lease. • •. . • 11. Entire Agreement This Lease contains the entire agreement between the • •• • parties. No promise, representation, warranty, or covenant not included in this Lease has been or is ::• relied on by either party. Each party has relied on its own examination of this Lease, the counsel of its own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the PREMISES, to read the Lease or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice. 12. Severability The invalidity or illegality of any provision of this Lease shall not affect the remainder of the Lease. 13. Successors Subject to the provisions of this Lease on assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the heirs, successors, executors, administrators, assigns, sublessees, tenants, subtenants, and personal representatives of the respective parties. IN WITNESS WHEREOF, this Lease agreement is executed by CITY, acting by and through the Mayor, and by LESSEE, acting by and through its lawfully authorized officers. APPROVED AS TO FORM: City Attorney CITY OF CUPERTINO BY TITLE NEXTEL OF CALIFORNIA, INC. BY /22aS6 MARK NELSON TITLE Mark B.Nelson Vice President JUN 1 `A- 2000 VICE PRESMENT gFaENGINEERING ORIGINAL NEXTEL OF CALIFORNIA, INC. EXHIBIT "A" CA-2151 B/Hwy 280/87 10555 Mary Avenue Cupertino, CA 95014 APN: 326-•06-052 PA , NO. l t -_ SSC NC at a polat oo tho Easterly lino of,that cortsia 40 acre tract of land cribed in the Deed fro. Lloyd L. Edwsids, at sac, to Joe A. sores, et m dated February 8, 1943, recorded February 10, 1943 in Sock 1243 0. R.; pats • , Santa Clare County words, distant thereon South 0' 0t' Soot : 2320. test from an iron pip* In the csoterline of 1oaestsad land; thane* South 0' 08' list along the Easterly line of said 40 acre tract 32.09 feat to sa iron pipe at the Southeasterly corner thereof; runs g thanes South 19' 44' West along the Southerly line of said 40 aces tract 39.32 tee: .o as iron pipe at the Southvestesly corner Cheroot; • thence Worth 0' 08' 3Q" Wesi: along the Westerly line of said 40 acre tract 32.09 fssti • • • thence North 89' 44' Fast 639.34 feet to the point of beginning. • • Na approximately 2.00 acres and sing a portion of tha Southwest 114 o Seatioa 11 Township 7 South, Songs 2 West, M. D. 1, 4 !t. P )l0. 2 �, • ' MOTU • at a point on the Easterly lino of that certain 40 Kara tract of load scribed is the Dead from Lloyd L. Wards, at ux, to Joe A. Sorel, et sac. dated February 1, 1945. recorded February 10, 1945, in Soak 1243 O. lt., pate 2 , Soots Clara County Zecords, distant thereon South 0' 08' Lost 2464.4 feet from as iron pipe in the centerline of Korsatud load; thence South 0' 08' East along tha Easterly line of said 40 acre tract 56.00 ' set to the Northeasterly corner of -hat certain 2 acre tract of load disc is the Dead hoe Joe A. Berri, et cut, to 11, Jakovieh, at ox, dated librna y 1S, 1941 is book 1369 O. Wt., Page 37, Santa Clara County iseotdal es thence South 89' 44' West along the Norchsrly Una of said 3 sera tract S9.54 feat to the Northwesterly sorner thereof oa the Westerly line of. • said acre tract; •- • •R thence North 89' 44' voice along said leit cawed lino 36 foot; sum 'thence North 89' 44' last and patella' with the Wortharly lira of said 2 acme. tract 6.,9.33 feet to'tbe point of beginning. ISO approximately OM acrep and being a portion of eke Southwest 1/4 of Sea • • 11, Tovaship 7 South, Range 2 West, K. D. S. 4 X. A.' . oat FARMS 1 and 2 all that portion tha=sof ascribed.0 Parcels and 2 the Deed from K. Jekoviah, at us,. to the State of California. recorded Au8re 12, 1964 is Book 6619, O. 5.. Ps;s 556, Santa Clara County accords, and • • sags particulary described as folios: .• • A. ., at the iouthoaottorly corner or the 2.00'saia parcel of land conveyed SUMS to ri. • akovieh, at us., by Deed recorded ?shruary 18, 1949 is Book 1569 of 011ie Pacorda, page 37; • t • slong the Southerly line of said parcel South 89' 13' 33" East 133.92 foot; Eros a tangent.that bears lorth 16' 12' t3" East, along a sacs to t s• right h a radios of 1447.00 test, through an aagla of 4' 35' 21', ea arc . laugt of 11540 foot' . from a tangent that bears North 12' 16' 35" vast, along a moo to tot right th a sidius of 400.00 teat through an 5ng1a•of 7' 21' 34", as are laaytk EXHIBIT "A" CA-2151B/Hwy 280/87 10555 Mary Avenue Cupertino, CA 95014 APN: 326-06-052 of 77.0 feet to the Sootharly lino of the paraslof land conveyed to the State • California by Dead recorded October 22, 1959 in Book 4582 of Official Swards peat 479; • • aloes lost said lips Worth a9' 1J' 33" hest 91.69 feat to the Easterly line of the parcel of lead ccaveyed to the State of California by Deed recorded Deceebe 1, 1960 in Book 4991 of Official arcerds, pose 436; • t• • • aloes last said line South 0' 5!' 03" West 188.09 fest to the point • of -. fit. • 0.424 of as acre, were or less. As tv • 1 above, this conveyance in snap for i hr 1%111400,1es of a tru oy and the • tor hereby releases and raliutquishes to the *cantos any sod 011 abetter rights of acaose, appurtenant to rartor•s resaining property, lee and to acid rssaray. • YARCBi. CaiowiC • at the Southeasterly corner of the 1.00 acre parcel of lied conveyed to lie J •bs at ux, by Deed recorded Vsbruary 18, 1941 in Book 1569 of Of(ic leeeorda, page 37; t clean the Southerly Una of said parcel North Sr 15' 33" Vast 30.00 test; . - ilorth•0' 53' 31" test 188.09 feat to.the line tome, to the 1sads. War or ••reedy, of said M. Jekovich, et us, end of Joe $or:i. of vs; theme sloes list said line South $9' 15° 33" Fast 30.00 rest to the line commas to the • - ,s, cam or formerly, of said M. Jakavich;•at-uxr-and of Rosman . .- llet , et ale t. - along asst said lies South 0` SA' 31" Vest 168.09 fast to the point • • -• • 0.130 of an sere, nor* or lass. • • Zlra • and distaste' seed in the above descriptions are on the California Coor • . system. Zone 3. hkzltiply the above diatomite by 1.0000409 to obtais grossed • el disteecee. IlWan 1 1 K c . et)`a 1 N r-4- srdwNi O CD C tTi X MIZI eD 5: act x P)) \ Ca o arcs . o 0 0 O 01.1.°11r•• • .r co .-+ MM w ii CD-1 • f-C V' MI z 4 o o ‘ tiN CP.7 x _ S C‘ 0 z Z Z50-90-9Z£ :Ndy PI056 VD 'out adn3� CD anuany I'JAJ SSSO i .4 L8/08Z SA41.1/1IJSIZ-y3 661E6 1IfIIHX1 .: { ()S-j .2..1 City Hall 10300 Torre Avenue Cupertino, CA 95014-3255 (408) 777-3354 Fax: (408) 777-3333 CITY OF CUPEIUINO DEPARTMENT OF PUBLIC WORKS Summary AGENDA ITEM IS- AGENDA DATE December 6, 2005 SUBJECT AND ISSUE Adoption of Resolution No. 05- Ab3 , authorizing the City Manager to execute a five-year extension of the Antenna Site Lease agreement between the City of Cupertino and Nextel of California, Inc., a Delaware Corporation dba Nexte1 Communications. BACKGROUND On June 19, 2000, Council approved a five-year Antenna Site Lease Agreement with Nextel Communications (copy attached) installation of mobile wireless communication facilities at the Cupertino Service Center. The area leased to Nextel by the City is approximately 600 square feet at the rear of the Service Center adjacent to the freeway. The facilities consist of an antenna pole, previously approved by the Planning Commission, and a small building housing wireless communication equipment. After being fully executed, the agreement took effect on December 31, 2000. Contained in the agreement, whose original term will expire on December 31, 2005, is a provision for two successive five-year extensions, each to be exercised at the prerogative of Nextel, for a maximum total term of 15 years. After the 15 year maximum term, the agreement would have to be renegotiated. Nextel Communications wishes to exercise the first five-year extension of the agreement for the period beginning December 31,2005, and ending on December 31,2010. All covenants, terms and conditions, including but not limited to payment of rent, maintenance of insurance, indemnification, repairs, utility costs, waste and destruction, as contained in the existing Antenna Site Lease Agreement would remain in effect with the extension. In addition, a cost of living increase of 5% per year will continue to be applied annually to the rent for use of the site, per the terms of the agreement. Based on the initial lease amount of $1,800.00 per month, the fee upon renewal will begin at approximately $2,300.00 per month, and increase to almost $2,800.00 per month in the fifth year of the extension. Approval of the attached resolution will authorize the City Manager to execute the first five-year extension of the agreement. 15'-1 Printed on Recycled Paper FISCAL IMPACT By extending Nextel's Antenna Site Lease Agreement for mobile wireless communication facilities space at the Cupertino Service Center, the City will receive revenue of approximately $27,600.00 in the first year of the agreement extension, and increasing amounts each year, up to approximately $33,500.00 in the fifth year of the extension. This will amount to a total of more than $152,300.00 over the five-year extension of the Site Lease Agreement, ST AFF RECOMMENDATION Staff recommends that the City Council adopt Resolution No. 05- 1.03, authorizing the City Manager to execute a five-year extension of the Antenna Site Lease agreement between the City of Cupertino and Nexte1 of California, Inc., a Delaware Corporation dba Nextel Communications. Submitted by: Approved for submission to the City Council: ~ David W. Knapp City Manager ::t~a~rU aUf! Director of Public Works 1)'-2- Antenna Site Lease Agreement between the CITY of Cupertino and Nextel of California, Inc" a D~laware Corporation, d/b/a Nextel Communications COV\t\~~ ~~ ~IJ2DOO \ e>vp I V' e.-S . De.c... 31, ZC05 '.. ~ This Antenna Site Lease Agreement ("Lease") is executed by and between the CITY of Cupertino, a municipal corporation, hereinafter called "CITY" and Nextel of California, Inc., a Delaware corporation, d/b/a Nexte1 Communications, hereinafter called "LESSEE." 1. DEMISED PREMISES CITY hereby leases and LESSEE leases from CITY a portion of that certain real property situated in the CITY of Cupertino, State of California, commonly known as Cupertino Service Center ("Site") described and delineated as specifically shown on Exhibit A attached hereto, consisting of approximately six hundred (600) square feet ofland. Said real property is hereinafter called the "PREMISES" and is described in Exhibit B attached hereto. A. PERMITTED USE The PREMISES may be used by LESSEE for any lawful activity in connection with the provision of mobile/wireless communication services, including without limitation, the transmission and the reception of radio communication signals on various frequencies and the construction, maintenance and operation of related communication facilities. LESSEE shall not use the PREMISES for any activity or in any manner which would tend to lower the character of the PREMISES, or in such a manner as to create any nuisance which disturbs, interferes with, or annoys any other neighboring person or entity. '.. B. CONSTRUCTED IMPROVEMENTS . It is contemplated that LESSEE shall construct upon the Premises a telecommunications facility which shall consist of a ten foot by twenty foot equipment shelter in which Lessee shall place its communications equipment. Before any work of construction, alteration, or repair is commenced on the PREMISES, LESSEE shall comply with all of the following conditions and provisions unless CITY's written waiver is first obtained: 1. All new structures shall first comply with CITY's applicable development standards and review process, including review and approval of required conditional use permits by the Planning Commission or CITY Council as appropriate. 2. LESSEE shall notify CITY in writing of LESSEE's intention to commence any work of improvements at least five (5) working days prior to commencement of such work. The notice shall specify the approximate location and nature o~the intended improvements. CITY shall have the right to post and maintain on the PREMISES any notices of non-responsibility provided for under applicable law, and to inspect the PREMISES in relation to compliance with this Lease, other permits or the construction at all reasonable times. 3. LESSEE shall secure and deliver to CITY, care ofthe Public Works Department, adequate evidence of compliance with all applicable building codes, ordinances, regulations, and requirements for all permits and approvals, including but not restricted to grading 1 frRffitN-At- WrC~(I)-3 permits, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies regulating water, sewer, and any other utility or improvement on the Site. 4. LESSEE shall provide required bonds or other security securing completion of any new structures to be constructed upon the Site, pursuant to section I(B)(5) of this Lease, and shall furnish CITY, care of the Public Works Department, with evidence of said security prior to undertaking any such construction on the PREMISES. 5. Prior to any work being conducted upon the Premises, LESSEE shall have provided to the CITY a bond or Certificate of Deposit as a security deposit in the amount often thousand dollars ($10,000.00) to cover the costs for the removal of LESSEE's equipment in and upon the PREMISES and any repairs that may be required to the PREMISES which are the responsibility of the LESSEE to repair under this lease. The CITY shall have the right to draw against the deposit in the event of a default by LESSEE or to cover the costs for the removal of the encroachment and any repairs that may be required to the PREMISES in the event that LESSEE fails to meet .and fully perform any of its obligations hereunder. Within ten days of receipt of written notice from the CITY, LESSEE shall renew or replace such sums of money as shall bring the security deposit current. No release ofthe bond or certificate of deposit held as a security deposit shall be made except upon approval ofthe CITY, in accordance with California law. LESSEE agrees that the bond or certificate of deposit shall be held in full force and effect for the Term of~is Agreement. The Security Deposit shall be released by the CITY upon completion of the removal of the encroachment and any repairs necessary to restore the PREMISES to their original condition as of the Commencement Date ofthe lease excepting reasonable Wear and tear beyond the control or without the fault or neglect ofthe Lessee. The deposit shall be released thirty (30) days after the CITY Engineer's inspection and acceptance of the work. 6. Once any approved work of improvement is begun, LESSEE shall diligently prosecute completion of said work or construction. All work shall be performed in a good and workmanlike manner, and shall substantially comply with plans and specifications approved by CITY and as required by this Lease. C. SOIL CONDITIONS CITY makes no covenants or warranties respecting the condition of the soil or subsoil or any other conditi~n of the PREMISES that might affect LESSEE's ability to construct the monopole antenna upon the PREMISES. D. UTILITY INSTALLATION ACCESS CITY grants to LESSEE the right to install utilities, for the purpose of serving the PREMISES only, which may be, in CITY's sole opinion, reasonably required. 2 () -y II. TERM OF LEASE A. COMMENCEMENT AND TERMINATION The term of this Lease (Term) shall be five (5) years commencing with the issuance of a local building permit allowing LESSEE to construct its mobile/wireless communications facilities on the PREMISES, or December 31, 2000, whichever is earlier (hereinafter referred to as "Commencement Date"). At the option of LESSEE, the term of this Lease may be renewed for successive five-year periods of time (hereinafter referred to as "Renewal Term"), but in no event, shall the Lease be extended for more than two Renewal Terms without the negotiation and execution of a new lease. Not withstanding the above, the CITY may terminate the lease prior to the expiration ofits term or any Renewal Term, under the following circumstances: 1. If LESSEE is in material breach; 2. If the CITY is required by federal, state or local law to regain possession of the PREMISES; 3. If the CITY no longer utilizes the Site as a city facility. Upon a breach or default of any of the terms or obligations of this LEASE by LESSEE, the CITY shall serve written notice upon LESSEE reasonably describing the breach or default. If LESSEE fails to cure a monetary breach or default within thirty (30) days or a non-monetary breach within sixty (60) days this LEASE shall be subject to termination at the option of the CITY. The CITY shall be entitled to exercise all rights and remedies hereby reserved under this LEASE or made available under applicable laws. ' Termination of this LEASE by the CITY shall constitute the withdrawal of any consent or authorization of CITY for LESSEE to perform any construction or other work under this LEASE excepting only that work necessary to remove all equipment and to repair the PREMISES to their original condition 'existing at the Commencement Date ofthe LEASE, reasonable wear and tear beyond the control or without the fault or neglect of the LESSEE excepted. LESSEE may terminate this LEASE at any time during the term ofthis LEASE or any Renewal Term thereof upon thirty- (30) day's notice to the CITY with no further liability except as expressly provided herein. Upon such early termination by LESSEE, the CITY shall make a pr.o-rata refund to LESSEE of the rental fee paid to the CITY by LESSEE prorated to the date of CITY's acceptance of the removal ofthe LESSEE's FACILITIES. In the event of termination by either party, LESSEE shall immediately cease all work being performed under this LEASE, excepting only that work necessary for LESSEE to remove all ' equipment and repair the PREMISES in accordance with Section II(B). B. SURRENDER OF PREMISES LESSEE shall remove all LESSEE Facilities at its sole expense upon cancellation, expiration or earlier termination of this Lease. LESSEE shall repair any damage to the PREMISES caused by such removal and shall return the PREMISES to the 3 (f-.f condition which existed on the Commencement Date, reasonable wear and tear and damages beyond the control or without the fault or neglect of LESSEE excepted. If LESSEE fails to remove the Facilities within thirty (30) days of the t~rmination or expiration of this LEASE, CITY may remove and store the Facilities at LESSEE's sole cost and expense. If LESSEE does not claim the Facilities. within thirty (30) days following said removal, and provided that CITY has given LESSEE and any third party financing entity thirty (30) days prior written notice, the Facilities shall be deemed abandoned and City May dispose ofthe Facilities. LESSEE shall notify CITY of the name and address of the third party financing entity for notice purposes herein and the CITY will be notified of any changes with respect to said entity and its address. LESSEE's obligation to observe and perform the covenants of this paragraph shall survive the end of this Lease. C. LIEN RIGHTS CITYwaives any lien rights it may have concerning the Facilities which are deemed LESSEE's personal property and not fixtures, and LESSEE has the right to remove the same at any time without CITY consent. CITY acknowledges that LESSEE has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the Facilities (the "Collateral") with a third party fmancing entity (and may in the future enter into additional financing arrangements with other financing entities). In connection therewith, CITY(i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures 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 that such Collateral may be removed at any time without recourse to legal proceedings, except as when deemed abandoned pursuant to Section II, Paragraph B ofthis Lease. D. ACCESS TO IMPROVEMENTS 1. LESSEE shall have the right (but'not the obligation) at any time following the full execution of this Lease and prior to the Commencement Date, to enter the PREMISES for the purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (hereinafter singularly and collectively referred to as "Tests") to determine the suitability of the PREMISES for LESSEE's Facilities (as defined herein) and for the purpose of preparing for the construction of LESSEE's Facilities. During any Tests or pre- construction work, LESSEE will have insurance as set forth in Section IV, B, 4, Insurance. LESSEE will notify CITY of any proposed Tests or pre-construction work and will coordinate the scheduling of same with CITY. If LESSEE determines that the PREMISES are unsuitable for LESSEE's contemplated use, then LESSEE will notify CITY and this Lease will terminate. 2. LESSEE has the right to cons.truct, maintain and operate on the PREMISES radio communication facilities, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements (hereinafter referred to as "Facilities"). In connection therewith, LESSEE has the right to do all work reasonably necessary to prepare, add, maintain and alter the PREMISES for LESSEE's communications operations and to install utility lines and transmission lines connecting antennas to transmitters and receivers. All of LESSEE's construction and installation work shall be performed at LESSEE's sole cost and expense and in good 4 I J-G workmanlike manner. Title to LESSEE's Facilities and any equipment placed on the PREMISES by LESSEE shan 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. 3. At no charge to LESSEE, CITY shall provide access to the PREMISES to LESSEE, LESSEE's employees, agents, contractors and subcontractors five (5) days a week during working hours and on other days and times by special arrangement with CITY. Not withstanding the foregoing, in the event of an emergency, Lessee shall have access to the PREMISES at all hours, seven (7) days a week. Twenty-four hour emergency access is available through County Communications. CITY represents and warrants that it has full rights of ingress and egress from the PREMISES, and hereby grants such rights to LESSEE to the extent required to construct, maintain, install and operate LESSEE's Facilities on the PREMISES. LESSEE's exercises of such rights shall not cause undue inconvenience to CITY, nor shall it compromise the security of CITY's adjoining Site. 4. CITY shall maintain all access roadways from the nearest public roadway to the PREMISES in a manner sufficient to allow access. CITY shall be responsible for maintai~ing and repairing such roadways, at its sole expense, except for any damage caused by LESSEE or LESSEE's agents or assigns. If LESSEE or LESSEE's agents or assigns cause any such damage, LESSEE shall promptly repair same. 5. 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 emergency back-up power). Subject to CITY's approvalofthe location, which approval shall not be unreasonably withheld, LESSEE shall have the right to place utilities on ( or to bring utilities across) CITY's Property in order to service the PREMISES and LESSEE's Facilities. 6. LESSEE shall fully and promptly pay for all utilities furnished to the PREMISES for the use, operation and maintenance of LESSEE's Facilities. III. RENT A. BASIC RENT 1. Upon the Commencement Date, LESSEE shall pay to CITY, as rent, the sum of one thousand eight hundred dollars ($1,800.00) per month. If the Commencement Date 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 thereafter, LESSEE shall pay a full month's rent on the first day of each calendar month, except that payment shall be prorated for the final fractional month of this Lease, or if this Lease is terminated before the expiration of any month for which Rent should have been paid. 2. These amounts will be due and payable on or before the first day of each month during the term of this Lease. The rent will be paid in advance to the Department of Finance, City of 5 (')-; " Cupertino, 10300 Torre Avenue, Cupertino, CA 95014, withol,lt prior demand and without any abatement~ deduction or setoff. B . LATE PAYMENT CHARGE The rent shall be delinquent if not received by the close of the business day on the 10th of each calendar month. Such unpaid amounts of rent shall be subject to a late payment charge equal to ten percent (10%) of such unpaid amounts. This late payment charge is intended to compensate CITY for its additional administrative costs resulting from LESSEE's failure, and has been agreed upon by CITY and LESSEE, after negotiation, as a reasonable estimate of the additional administrative costs which will be incurred by CITY as a result of LESSEE's failure; the actual cost being impossible to ascertain at the time ofthis Lease. This late payment will constitute liquidated damages due the CITY and will be paid to CITY together with such unpaid amounts. Acceptance of the payment of this late charge will not constitute a waiver by CITY of any default by LESSEE under this Lease. C. ADJUSTMENT OF RENT The rent in subparagraph A above will be adjusted according to this paragraph notwithstanding any provision in that subparagraph to the contrary: , 1. Rent shall be increased on each anniversary of the Commencement Date by an amount equal to Five Percent (5%) of the rent for the previous year. N. COVENANTS AND CONDITIONS A. CITY COVENANTS " 1. Quiet Possession _LESSEE, paying the said rent and performing the covenants and Leases herein, shall and may at all times during the said term peaceably and quietly have, hold and enjoy the said PREMISES for the term thereof. .. 2. Assignment and Subleasing ,The parties agree that the expertise and experience of LESSEE are material considerations inducing the CITY to enter into this LEASE. LESSEE shall not assign, sell, Lease, merge, consolidate or transfer any interest in this LEASE nor the performance of any of LESSEE's obligations herein, without prior written consent ofthe CITY, and any attempt by LESSEE to so assign this LEASE or any rights, duties or obligations arising herein shall be void and of no effect. The consent of the CITY will not be unreasonably withheld. Notwithstanding the foregoing, LESSEE shall have the right to assign its rights under this LEASE without the consent of the CITY to any of its subsidiaries or affiliates or its parent company or to any successor in interest or entity acquiring fifty-one peJ;cent (51 %) or more ofits stocks or assets, provided however, that LESSEE shall not be released from any obligation under this LEASE without the written consent ofthe CITY. Additionally, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Lease 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 similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 6 Ij-( 3. Hazardous Waste CITY represents and warrants that any activity concerning Hazardous Materials on the Site and th~ PREMISES which CITY and/or its agents undertakes or permits to be undertaken by other Lessees, Licensees or Permittees of CITY will be done in accordance with all10cal, state and federal regulations governing the proper use, storage, transportation and disposal of said materials. In addition to the indemnity provided in section IVB4(b), CITY shall indemnify, defend, protect and hold LESSEE harmless from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs or expenses (including attorney' s fees) arising as a result of any Hazardous Materials which exist within the property, common areas, building or PREMISES as of the date first written above and any Hazardous Materials which are present within the property, common areas, building or PREMISES after said date which are not the result of the activities or omission of LESSEE. Notwithstanding the foregoing, nothing herein is intended to obligate LESSEE to bring the PREMISES into compliance with applicable requirements, ordinances and statutes unless such compliance is triggered by LESSEE's use, operations or LESSEE's Facilities constructed upon the PREMISES. Not withstanding any other provision of this Lease, LESSEE relies upon the representations stated herein as a material inducement for entering into this Lease. B. LESSEE COVENANTS 1. Compliance with Law LESSEE agrees, at its sole cost and expense, to comply with all the requirements, ordinances and statutes now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities, pertaining to the said PREMISES, or the operations conducted thereon. 2. Taxes LESSEE agrees to pay before delinquency all taxes, adjustments, and fees assessed or levied upon LESSEE or the Leased PREMISES, including the land and any buildings, structures, machines, ~ppliances or other property or improvements erected, installed or maintained by LESSEE or by reason of the business or other activities of LESSEE upon or in connection with the Leased PREMISES. LESSEE recognizes and agrees that this Lease may create a possessory interest subject to property taxation, and that LESSEE may be subject to further payment of property or possessory interest taxes without any compensatory reduction in rent due to the CITY. 3. Hazardous Waste LESS~E shall not bring any hazardous materials onto the PREMISES except for those contained in its back-up power batteries (lead-acid batteries) and common material used in telecommunications operations, e.g., cleaning solvents., LESSEE will treat all hazardous materials brought onto the PREMISES by it in accordance with all Federal, State and Local laws and regulations. In addition to the indemnity provided in section IVB4(a), LESSEE shall indemnify, defend, protect and hold CITY harmless from and against any and all claims, loss, proceedings, damages, causes of action, 7 1)-4 liability, costs or expenses (including attorney's fees) arising as a result of any Hazardous Materials which exist within the property, common areas, building or PREMISES as a result of the activities or omission of LESSEE. 4. Indemnity a. LESSEE shall indemnify, defend, and hold harmless CITY, its employees, successors and assigns from and against any and all loss, cost, claim, liability, action, damage, injury to or death of any person (hereinafter referred to as "Claims"), including reasonable attorney's fees, occurring on the PREMISES and arising out of or connected with the negligence or willful misconduct of LESSEE, its agents or contractors, except for Claims arising out of the negligence or willful misconduct of CITY, its agents or contractors, breach of any duty or obligation by CITY under this Lease, or any condition relating to the PREMISES which LESSEE has no obligation to repair or maintain. b. CITY shall indemnify, defend, and hold harmless LESSEE, its employees, successors and assigns from and against any and all loss, cost, claim, liability, action, damage, injury to or death of any person (hereinafter referred to as "Claims"), including reasonable attorney's fees, arising out of or connected with negligence or willful misconduct of CITY, its agents or contractors, except for Claims arising out of the negligence or willful misconduct of LESSEE, its agents or contractors, violation of any law by LESSEE, its agents or contractors, breach of any duty or obligation by LESSEE under this Lease, or aily condition relating to the PREMISES which CITY has no obligation to repair or maintain. c. The foregoing indemnity in a. and b. will survive the terrilination of this Lease. 5. Insurance Coverage LESSEE, at LESSEE's sole cost and expense, shall procure and maintain for the duration of this LEASE, including any extensions of this LEASE and during the period that LESSEE is performing any work upon the expiration or earlier termination of this LEASE to remove the equipment from CITY property, insurance, naming CITY as an additional insured, against claims for injuries to persons or damage to property which may arise ,from, or in connection with, the performance ofthe work or provision of SERVICES hereunder by LESSEE, its agents, representatives, employees or subcontractors. a. Minimum Scope ofInsurance The coverage shall include Commercial General Liability together with Broad Form Comprehensive General Liability including explosion, collapse and underground; Automobile liability including Code 1 (any auto), Code 2 (owned autos), Code 8 (hired autos) and Code 9 (nonowned autos); Workers' Compensation as required by the California Labor Code and Employers Liability insurance. b. Minimum Limits ofInsurance LESSEE shall maintain limits no less than two million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage in Commercial General Liability; three million dollars ($3,000,000) in 8 1)-10 aggregate for public liability and five hundred thousand dollars ($500,000) combined single limit per accident for bodily injury and property damage in Automobile Liability; and Workers' Compensation and Employers Liability limits of one II?-illion dollars ($1,000,000) per occurrence. c. Deductibles and Self-insured Retention Any deductib1es or self-insured retention must be declared to, and approved by the CITY. d. Policy Provisions The following provisions must be included in the policies: (1.) The CITY of Cupertino, its officers, employees, agents and contractors are to be covered as additional insured regarding liability arising out of activities performed by or on behalf of, LESSEE, products and completed operations of LESSEE, premises owned, Leased or used by LESSEE, and vehicles owned, Leased, hired or borrowed by LESSEE. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, employees, agents and contractors. (2.) LESSEE's insurance coverage shall be primary insurance as respects the CITY, its officers, employees, agents and contractors. Any insurance or self-insurance maintained by the CITY, its officers, employees, agents or contractors shall be excess of LESSEE's insurance and shall not contribute with it. (3.) Any failure to comply with reporting provisions of the policies by LESSEE shall not affect coverage provided the CITY, its officers, employees, agents or contractors. (4.) All policies required by this LEASE shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in limits except after thirty (30) days prior written notice has been given to the CITY. e. Acceptability ofInsurers Theinsurance carrier shall provide proof of their ratings. All ratings shall be a minimum of "Best A-7." f. Verification of Coverage The CITY shall provide all required forms. LESSEE shall furnish CITY with certificates of insurance and with all endorsements affecting coverage required by this LEASE. The certificates and endorsements for each policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. g. Subcontractors LESSEE shall either include all subcontractors as insured under its policies or shall require all subcontractors to meet CITY's requirements listed above. 6. Maintenance arid Repairs LESSEE agrees to assume full responsibility for the operation, maintenance, and repairs of the PREMISES throughout the term hereof without expenses to 9 ( )-11 the CITY unless otherwise specified herein, and to perform all repairs and replacements necessary to maintain and preserve the PREMISES in good order, in a safe, healthy and sanitary condition, in manner reasonably satisfactory to CITY. in compliance with all applicable regulations and laws. LESSEE agrees that CITY shall not be required to perform any maintenance, repairs, or services, or to assume any expense not specifically assumed herein, in connection with the PREMISES. Upon expiration of this Lease, LESSEE will surrender the PREMISES to CITY in good order and condition. 7. Nondiscrimination LESSEE agrees not to discriminate in any manner against any person or persons on account of race, marital status, sex, religious creed, color, ancestry, or national origin in LESSEE's use of the premises, including, but not limited to, the providing of goods, services, facilities, privileges, advantages and accommodations, and the obtaining and holding of employment. 8. Utility Costs LESSEE agrees to order, obtain and pay all utilities, including but not limited to water, gas, electricity, telephone, communications services, sanitary and drainage services, and service installation charges on any improvements made by LESSEE on the PREMISES. LESSEE shall also secure and utilize waste disposal services for the PREMISES in accordance with - applicable local and state ordinances. All utilities on the Site shall be underground. In the event utilities'to the PREMISES are furnished by the CITY and are measured by privately installed sub-meters, LESSEE shall pay as additional rent the cost of utility service provided to the PREMISES and attributable to LESSEE's use ("Utility Charge"). LESSEE shall pay the estimated cost of the Utility Charge monthly in advance together with the monthly Rent. The parties estimate the Utility Charge at the Commencement Date to be Two Hundr6d Fifty Dollars ($250.00) per month. During the lease term, at CITY's request (which request shall not be more frequent than once every twelve months), LESSEE shall calculate the actual Utility Charge for the immediately preceding twelve (12) months based on the readings from the privately installed sub-meters at CITY's Property. If the actual Utility Charge varies from the estimated Utility Charges paid, the parties shall adjust the ~, Utility Charge to reflect LESSEE's actual usage. 9. Waste. Damage or Destruction LESSEE agrees to give notice to CITY of any fire or damage that may occur on the leased PREMISES within ten (10) days of such fire or damage. LESSEE agrees not to commit or suffer to be committed any waste or injury or any public or private nuisance; to keep the PREMISES clean and clear of refuse and obstructions, and to dispose of all garbage, trash and rubbish in a manner reasonably satisfactory to the CITY. Ifthe PREMISES is destroyed or damaged s.o as in LESSEE's judgment, to hinder its effective use of CITY's property, LESSEE may elect to terminate this Lease as of the date ofthe damage or destruction by so notifying CITY in writing no more than 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 ofthis Lease shall cease as ofthe date of the damage or destruction. 10. Contingency It is understood by LESSEE and CITY that this Lease is fully contingent upon LESSEE obtaining final development approvals for construction of improvements on the leased land from the CITY. In the event that such governmental approvals are not obtained on or 10 { j--tJ- before December 31, 2000, after due diligence by LESSEE, LESSEE shall have the right to terminate this agreement within 30 days by notifying CITY in writing. Ifterminated, LESSEE shall have no further obligation to pay rent or comply with any other provision of this Lease. 11. Interference with Communications LESSEE's facilities shall not disturb the communications configurations, equipment and frequency which exist on CITY's property on the Commencement Date (hereinafter referred to as "Pre-existing Communications"), and LESSEE's facilities shall comply with all non-interference rules of the Federal Communications Commission (FCC). CITY shall not permit the use of any portion of the Site in a way which interferes with the communications operations of LESSEE described in Paragraph 1. A., above. Such interference with LESSEE's communications operations shall be deemed a material breach by CITY, and CITY shall have the responsibility to terminate said interference within a reasonable time of LESSEE's written notice to CITY. In the event any such interference does not cease within ten days time, the parties acknowledge that continuing interference will cause irreparable injury to LESSEE, and therefore, LESSEE shall have the right to terminate the Lease immediately upon notice to CITY. Notwithstanding the foregoing, Pre-existing Communications operating in the same manner as on the Commencement Date shall not be deemed interference. 12. Legal Proceedings LESSEE agrees that should it become necessary for CITY to commence legal proceedings to collect rent, recover possession, or enforce any other provision of this Lease, the prevailing party will be entitled to legal costs and expenses in connection therewith, including reasonable attorney's fees as determined by the court. The parties agree that the laws of the State of California shall be used in interpreting this Lease and will determine all rights and obligations hereunder, and it is agreed that this Lease is executed in Cupertino, CA': 13. Electromagnetic Fields LESSEE shall comply with all present and future laws, orders and regulations relating to Electromagnetic Fields (EMFs), and the American National Standards Institute (ANSI) standards. Without limiting the provision of LESSEE's indemnity contained herein, LESSEE, on behalf of itself and its successors and assigns, shall indemnify the CITY from and against all claims of personal injuries due to EMFs to the extent such personal injuries are caused by LESSEE's facilities on the Premises. C. RESTRICTIVE CONDITIONS 1. Administration and Notices CITY's agent for control and administration of this Lease shall be the Director of Public Works of the CITY of Cupertino, and any communication , relative to the terms or conditions or any changes thereto or any notice or notices provided for by this Lease or by law to be given or served upon CITY may be given or served by certified letter deposited in the United States mails, postage prepaid, and addressed as indicated below,. Any notice. or notices provided for by this Lease or by law to be given or served upon LESSEE may be given or served by depositing in the United States mails, postage prepaid, a certified letter addressed to said LESSEE at the PREMISES or at such other address designated in writing by LESSEE, or may be personally served upon them or any person hereafter authorized by them to receive such notice. Any notice or notices given or served as provided herein shall be effectual and binding for all purposes upon the , 11 f)-13 '" . principals of the parties so served upon personal service or forty-eight (48) hours after mailing in the manner required herein: CITY: Director of Public Works City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 LESSEE: Nextel of California, Inc. 1255 Treat Blvd., Suite 800 Walnut Creek,CA94596 Attention: Property Management with a copy to: Nextel Communications 2001 Edmund Halley Drive Reston, VA 20191-3436 Sixth Floor, Mail Stop 6E630 Site Leasing Services; Contracts ,Manager CITY or LESSEE may, from time to time, designate any other address for this purpose by written notice to the' other party. 2. Entry and Inspection CITY reserves the right to enter the PREMISES for the purpose of viewing and ascertaining the condition of the same, or to prot~ct its interests in the PREMISES, or to inspect the operations conducted thereon. In the event that such entry or inspection by CITY discloses that the PREMISES are not in a safe, healthy and sanitary condition, CITY shall have the right, after thirty (30) days written notice to LESSEE, 'to have any necessary maintenance work done for and at the expense of LESSEE and LESSEE hereby agrees to pay promptly and any all reasonable costs incurred by CITY in having such necessary maintenance work done in order to keep the PREMISES in a safe, healthy and sanitary condition. Failure to reimburse CITY for the reasonable costs incurred by CITY within thirty (30) days of completion of said maintenance work shall constitute a default of this Lease. 3. Holding Over. This Lease shall temlinate without further notice at expiration of the term. A.ny holding over by LESSEE after expiration shall be under the same terms ofthis Lease, as may be amended, and shall not constitute a renewal or extension or give LESSEE any rights in or to the PREMISES except as otherwise expressly provided in this Lease. 4. Merger The voluntary or other surrender oftms Lease by LESSEE, or a mutual cancellation thereof, shall not work a merger and shall, at the option of CITY, terminate all or any existing subleases or subtenancies or may, at the option of CITY, operate as an assignment to it of any or all such subleases or subtenancies. 12 If--{l{ 5. Reservation of CITY Rights CITY hereby reserves all rights, title and interest in any and all gas, oil, minerals and water beneath said Leased premises. CITY shall have the reasonable right to enter the PREMISES for the purpose of making repairs to or developing municipal services. CITY hereby reserves the right to grant and use such easements or establish and use such rights-of-way over, under, along and across the PREMISES for utilities, thoroughfares, or access as it may deem advisable for the public good. Provided, however, CITY shall not unreasonably interfere with LESSEE's use of the PREMISES and will reimburse LESSEE for physical damages, if any, to LESSEE's facilities located on the PREMISES resulting from CITY's exercising the rights retained in this paragraph. Such reimbursement may include a reduction in the annual rent proportionate t? the amount of any physical damage as reasonably determined by CITY. CITY shall pay the costs of maintenance and repair of all CITY installations made pursuant to the rights reserved herein. All utilities shall be underground. 6. Time is of the Essence Time is of the essence of each and all ofthe terms and provisions of this Lease and this Lease shall inure to the benefit of and be binding upon the parties hereto and any successor of LESSEE as fully and to the same extent as though specifically mentioned in each instance, and all covenants, stipulations and agreements in this Lease shall extend to and bind any assigns or sublessees of LESSEE. 7. Waiver The waiver by CITY of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition, or any subsequent breach of the same or any other terms, covenant or condition herein contained. The subsequent acceptance of rent hereunder by CITY shall not be deemed to be a waiver of any preceding breach by LESSEE of any term, covenant or condition of this Lease, regardless of CITY's knowledge of such preceding breach at the time of.acceptance of such rent. Failure on the part of CITY to require or exact full and complete compliance with any ofthe covenants, conditions or agreements of this Lease shall not be construed as in any manner changing the terms hereof and shall not prevent CITY from enforcing any provision hereof. . . 8. Recordation LESSEE may, at its cost, record this Lease or a memorandum of this Lease. 9. Title. a. CITY warrants that it has full right, power, and authority to execute this Lease; CITY further warrants that LESSEE shall have quiet enjoyment of the PREMISES during the Term ofthis Lease or any Renewal Term. b. LESSEE has the right to obtain a title report or commitment fora Leasehold title policy from a title insurance company of its choice. If, in the opinion of LESSEE, such title report shows any defects of title or any liens or encumbrances which may adversely affect LESSEE's use of the PREMISES, LESSEE shall have the right to terminate this Lease immediately upon written notice to CITY. 13 I )-IJ . ~ ~. ; 10. Captions., The captions of the various articles and paragraphs ofthis Lease are for convenience and ease of reference only and do not define, limit, augment, or describe the scope, content, or intent ofthis Lease or of any part of this Lease. 11. Entire Agreement This Lease contains the entire agreement between the parties. No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on its own examination ofthis Lease, the counsel of its own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party to inspect the PREMISES, to read the Lease or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based ,on such reading, inspection, or advice. 12. Severability The invalidity or illegality of any provision of this Lease shall not affect the remainder of the Lease. 13. Successors Subject to the provisions ofthis Lease on assignment and subletting, each and all ofthe covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the heirs, successors, executors, administrators, assigns, sub1essees, tenants, subtenants, and personal representatives of the respective parties. TN WITNESS WHEREOF, this Lease agreement is executed by CITY, acting by and through the Mayor, and by LESSEE, acting by and through its lawfully authorized officers. Kilian CITY OF CUPERTINO ~ BY TIT NEXTEL OF CALIFORNIA, INC. BY TITLE /Jk~(2, ,f&'- MarkB. Nelson Vice President ~ '" /'I.f;"">!;C ~ q-\ c"ftO'<'~'I." ,d!1 \-.' '='l\ . ~ t\~ ,~,. ij .. '~il [, . ,,~ n.v.u \J .. \. . -" 1\.~.-. -=" - · ll\f.! ~' " 'I~no \.l 1 :\j ;, [.l~~ "'~"" .-' c","lA ""I~'r:"1lr"r.' '. '!1""C': OPC:"-.':_f t!.-.,:-.r', I'," ~i~ -il'I\,i~', t-l j....:.wi \0 \.,(1.-. l I ti.-......f,w''-. .~. " ,.--.......... ~---~ }\iE:;(;-EJ.. ()~:~ r~t,l ,.,:.:::.'.:.i?'.~:.fl. I;,;'.'.'.:,. ORIGINAL If -I ~ ~ " EXHIBIT "A" CA-2151B/Hwy 280/87 10555 Mary Avenue Cupertino, CA 95014 APN: 326-06-052 ot 77.0' taoe lO t_ Sout"-Tly U.1Wt oC '~b8 paru1 of 1.. eoAV&yocl to ~M Gt.e4. Cdtfo~ bl Dearl ~cordGl.l 'Occolun: 22, USt a Book 4542 af OffldAl aiKOtU p.o.. 47ta . . ' .10.. 14at: Hid l-Lae. Wc,l"b 19- 15' 33" 1i74III&c fl.69 I..c: tio eM r.utnly 11M of tM ,.~cd o~ JA:Q4 C~y.y.cS to t.ha State c-! .c:.a11foraa \It DoN r.c:gdCJd kucalte 1. 1960 1J& Book 4991 of OttJ.c1a1 ~urt1.. p~g. 436; ~ alQG& la.c. ..U 1~Q4 South O. 52' 01" WaC laa.", fat Ca t1le po1m; of ..-at. 0.41. . of 4A &cr6t. lWrg or 10<<11. ... .,-- - .-.-....---.--- .------------. Alto AM cha . aktc.cr to HU 1 "&110'\1". t.blst CI~Y\"y:'.\CC 1" Il:"lr r".. t~ 1""'1"'."'11 "r a r~t 'l\tor laoro1))' l'~l"M. and ~aliIlClulIl11l). -to ~lw ir'ClltDU. ;ut1 Ad4 ~U 1"S...b&8 of' a~Q.8t appurtenant co -cantct"'.c r..aiJd.q' prapa'tt1. !a ~ -rewa,. at tbe SoutMaaf,srl, eonwr af tbc 2.00 &<<:1'. IN\riCl or 1DcI~14 c:!l. at ux. by Deed nco-rdect l'e1J~-q 18. 1948 ill look 156. At aeo~. paat- 37& ,'.. ~ tbaSo\lt.~17 1tA& of sa!ll ~!'ea1 Honla a,- 1.5' 33" Ve" 30..00 .~ -. .""'0. .s~1 31M ~t 1.88.09 fe.t to tM ltne ~0IIlI'0Il to tba 1804.. ' ~1y. of .&1.111(. J.'kod.dl. we ~. .n4 of JR $o~.n.. or. W.& : &loq li.c uta 1:1.1\& So\l~h 19- 15' 33M 'EllaI: 30.00 fut roo t~ UM :Ol!ll!lQlIl. S. MY or fonl&r1". of aaiel H. J&kov1c:h;. ac~F-e4 Qf IorMll 1- ., . at &1; , ' a1oa& tallt; ..id 1~. iG\ltb o. ,,~, 31- ~...t 1&8.09 f..c C~ the poi,at t. · 0.130 at u a=n. 1101'8 or le... . .r . . n. Coor crow.. eM. .ua.~llfI~.' .... S,lI eM .'bov. _A'dptioY an eft 1:114 C&11fcmda 'yatlll. Zoma 3.. )fulU;pl1 tho abs:iw diiJtlll-e.. 'by 1.0CCC4J5 to obtaUs .1 c1u~". lNmALS e,/J/I(\i /JI;1' . ',. ()-, 1 EXHIBIT "A" CA-2151BlHwy 280/87 10555 Mary Avenue Cupertino, CA 95014 APN: 326-06-052 Me at .. ro~t OIl th4 iutot'ly ltno 01 ,chat: c~~tAta 40 "~. "Ht or c:rl1Md .1n the ~ f~ Lloyd L. Edwai4-. at ~. c.o .Joe 'A. lare.!. 'lIacecl Fcln:lIaQ- 't 1'''. r.cor&a4 J'UI'U&:t)" 10.~"5 !l\' aoolr. 1243 O. t., -,.,. ; sac. C:1.&~. CowltJ' K.aco1"cI.a. 4U..tMlC thet'1flOIl South o. 01" kac. 2.J1O.4 f..t ftoa IlA 1TOG. 1111,pe 111 tho ceotuU.u ol ao.Ptn4 ~dJ . tUQ.c. Soueb O. oat 'E&IC alOZl& ta l'.iIuar1J' l.1D& of uid 40 at:t'a tJeut 3%.011, feet to all iron pipe at 'tM SoutMutarl,. CO~nd tbedOf; . nail I chaKa Sgytb at. ,"' \i'q~ .lOUS tM SouthR17 UM of Hid 40 KPI t~H1: ~9..s2 f.~..' .0 au :troD. 'Pipe at the SWtllQ'tai'l1 co-met' thcACllf; .. tMliCa 1I1cn:'th O. 08' 3QII 'VeiiC &~oac the Wutar1y l.1Ae 'of aa.1d 40 acra ,t=~C . 3Z.09 f..ti ' . t~. NoTCh 19- -'", Ute 65'.54 flJac to tbl po1.ut of ~. . sa appwx:tm:lte1Y 2.00 BalllII and 1-c1n& a PO"1a1l of tha Sout1:rNat J41;rpioa 14 Towsh1p 1 Sou;.h. bnp 2 Weat.')f. P. It , H.. , . ' , ImtlDl at a pot\\t OQ ciae t.aatbfly 11~ oft~t c"rt~1n. 40 1l11~~ ttKt gf ~ fCdh4tu tho ~" frOill Uoy~ t. IeNard., .c: ux. to JOG A. Sorci. .C u::. At. '.~J:UAl'Y I, 1945. l'ccol'dd Pohrua~ 10, 1945, in look 1243 O. 1., pa&a Z. $aatlC1&ra CouILc,. Jta,cards. cUSt:lllt ther.oll South O. oat IUt 1"-'.4 tMe ftCla .. tred pipe 1a tH centerliu ot ao.utu.cl load: thCl1lCCl South O. oa' East alour. tn. EuU1:'lJ l11aa elf a:1d 40 aew uset .56.00 . Nt to the No-rthM.ct.1"17 COrMl' of .bat.: ":-Uta 2 agr. &.raet' of ~ Ouc iA tM 'DU4 ho. Jo. A. Sorci, 181: Ii"_ to It. .J.1ccI~, .t u, ut" l'ebrua 11', 1'" 1a look. 15&9 O. t.. ,.~ 31. Santa clara CoUlllty ~w, q t:baAoc Ioutb a,~ 441 Walt aloq tho Wforc:h.a:\,. UDA of il.&id,~ aera . ~ract Sf.54 f..~ ~o ~1I. Jtgrlb,,,,..towl,. ClOm&1:' t'hG'eof' 0Cl ~ W..u~ly ltDa of, . . ":SA &AN t~t~ '. .' , " &;MQCo.., ~'1:'tb a9- 44' v.a.t: ~o~ ~id l.at ~ Una .~ !.wt:; . I'WIl 'tlulnc.. Borth 19- 44' lase; cd puellcl viti, t.b4 Val:'tharly 1.lJa4 of Kill 2 4l;~, tl'Ht 6!>9.SS feet c.o ..t~ po1nt of W$UAiq;.. . I!lIQ *pprox.iNt.ly 0." aCT_, aDd bciA& .. port1or. of /':he Sout.blluc: 1./4 o! kG ~. 1'OVIYMp '1 So,",th, lauS- 2. "'..-=. H. DOl .I. , v. et ..__ _____. __ --- .1 . rJWif I'AJtCUS 1 u4 2 ..u ~t port1OA tUt.,r ~ at. lUQc1a 1. . ~ DM4 ft~ N.. .l4bv1~, at u:.. to eM auta of C&11fo~. ncori.U 11, 1964.b lOOk 66J.,.. o. a.. rap 556, Santa c:1A:a' Cou,Aty bMU4. ~l'. -partlculny ~1b.C: u faJ,lvn: ' ~ ., .p . . at tba &cuth\!IClIwdy c:omcr 0' tho 2.00. ~= p&t'etll o[ 1.l1M ~v8)'a.. ~D;: co H. . ....-ub. .1: \1"-. by Deal! =~f~~4 l'cbtU!.l.Q la, J,949 {II\ ~uk 1569 ~f \:-.~ , O.U1c: P.Acow. pqa 371' . .,~l"')' l- t ~~ ~ Io9tbcl"1:1, UM 01 wI! ",rul $Q:uth at- 15' '3"'~;: 133..'% .'fr....;??;; 'Mtl, ~~ fr~ &I ~.tMt ""n noltth ",. 12' 4Jat Vdt. &\lllmt;4 ~ eo eM' L-- d&bt b & :Ad1uo of 1447,0.0 ba~. Wo~ &Q ~1a of 40 35' 21', t1t'iI u: 'l. ~ of W.90 tKt' . ; -- '" f~ 3 ~ WV: ~ ~rth 12~ 1" 3$"'~:.~/ ~ u ~~.. [_= rip.,; u a :UW of ~.oo f~t t~ ~ ~,t!2" n :M.. ~ "S ~~~~ · t'IJ-~lg