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CC Resolution No. 17-064 Five-Year Antenna Ground Lease Agreement with up to Two Five-Year Options with Cingular Wireless PCS, LLC (AT&T Wireless) for Portion of Cupertino Civic Center-' - GROUND SPACE LEASE Between THE CITY OF CUPERTINO and NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company TABLE OF CONTENTS Page# RECITALS ....................................................................................................................................... 1 ARTICLE 1-Premises and Improvements ...................................................................................... 1 1.1 Lease of Premises ..................................................................................................... 1 ARTICLE 2 -Term ........................................................................................................................... 2 2.1 Initial Term ............................................................................................................... 2 2.2 Option to Extend ....................................................................................................... 2 2.3 Comn1encen1ent Date ................................................................................................ 2 2.4 Relocation of Communication Facility .................................................................... .2 ARTICLE 3 -Rental ........................................................................................................................ 3 3 .1 Base Rent .................................................................................................................. 3 3.2 Annual Increase ........................................................................................................ 3 3.3 Transactional Costs ................................................................................................... 3 3.4 Late Charge ............................................................................................................... 3 3 .5 Additional Consideration .......................................................................................... 3 ARTICLE 4 -Use ............................................................................................................................ 4 4.1 Permitted Uses .......................................................................................................... 4 4.2 Access ........................................................................................................................ 4 4.3 Prohibited Uses .......................................................................................................... 4 4.4 Approval by the City and Other Agencies ................................................................ 5 4.5 Alterations ................................................................................................................. 5 4.6 Compliance with Laws ............................................................................................. 6 4.7 Condition, Use of Premises ....................................................................................... 6 4.8 [Intentionally Omitted] ............................................................................................. 6 4.9 Hazardous Materials ................................................................................................. 6 4.10 Covenant ofNon-Interference .................................................................................. 8 4.11 Co-location ................................................................................................................ 9 4.12 Electromagnetic Emissions ....................................................................................... 9 ARTICLE 5 -Maintenance, Repairs and Alterations ...................................................................... 9 5.1 General ...................................................................................................................... 9 5.2 Surrender ................................................................................................................... 9 5.3 City's Rights to Enter ................................................................................................ 9 5.4 City Repair Obligations .......................................................................................... 10 5 .5 Security Measures ................................................................................................... 10 5.6 In1provements ......................................................................................................... 10 5.7 City Access ............................................................................................................. 11 5. 8 Lessee Access ......................................................................................................... 11 5.9 Lessee Access During Security Alert ..................................................................... 12 ARTICLE 6 -Indemnity and Insurance .......................................................................................... 12 6.1 Indemnity ................................................................................................................ 12 6.2 Indemnity Cont'd .................................................................................................... 12 6.3 Waiver of Claims .................................................................................................... 12 6.4 Insurance ................................................................................................................. 12 ARTICLE 7 -Damage, Destruction and Termination .................................................................... 13 7.1 Casualty ................................................................................................................... 13 7.2 Force Majeure ......................................................................................................... 13 7.3 Waiver ...................................................................................................................... 13 ARTICLE 8 -Taxes ......................................................................................................................... 13 8.1 Personal Prope1iy .................................................................................................... 13 8.2 Real Property .......................................................................................................... 13 8.3 Definition ................................................................................................................ 13 ARTICLE 9 -Utilities .................................................................................................................... 14 ARTICLE 10 -Signs ...................................................................................................................... 14 ARTICLE 11-Assignment and Subletting .................................................................................... 14 11.1 City's Consent Required ......................................................................................... 14 11 .2 Net W orth Requirem ents ........................................................................................ 14 11 .3 Release of Lessee .................................................................................................... 15 11.4 Right of First Refusal Rental Stream Offer ............................................................ 15 ARTICLE 12 -Defaults; Remedies .............................................................................................. .15 12 .1 Lessee Defaults ....................................................................................................... 15 12.2 Remedies ................................................................................................................. 16 12 .3 No Relief from Forfeiture After Default... .............................................................. 16 ARTICLE 13 -Termination of Lease ............................................................................................ 16 13 .1 Termination by Lessee ........................................................................................... 16 13.2 Tem1ination by City ............................................................................................... 17 13. 3 Condemnation of Leased Premises ........................................................................ 17 AR TIC LE 14 -Transfer of City Property ...................................................................................... .17 ARTICLE 15 -Interest on Past-Due Obligations .......................................................................... 17 ARTICLE 16 -Holding Over ........................................................................................................ 18 AR TIC LE 17 -City's Access ........................................................................................................ 18 ARTICLE 18 -Quiet Possession ................................................................................................... 18 ARTICLE 19 -Easements ............................................................................................................. 18 ARTICLE 20 -General Provisions ................................................................................................ 18 20.1 Severability ............................................................................................................ 18 20.2 Time of Essence ..................................................................................................... 18 20.3 Additiona l Rent ...................................................................................................... 18 20.4 Entire Agreement, Modification ............................................................................ 18 20.5 No Warranty ........................................................................................................... 19 20.6 Notices ................................................................................................................... 19 2 0 .7 Waivers ................................................................................................................... 20 20.8 Cumulative Remedies ............................................................................................. 20 20.9 Choice of Law ......................................................................................................... 20 2 0 .10 Condition to Effectiveness of Lease ....................................................................... 20 2 0 .11 Attorneys' Fees ....................................................................................................... 20 2 0 .12 Brokers .................................................................................................................... 20 20 .13 A uth ority ................................................................................................................. 20 20.14 Non-Li a bility of Officials and Empl oyees of the City & Limitation ofLiability ... 20 2 0 .15 Non-Discrimination ................................................................................................ 20 2 0.16 No Agency ............................................................................................................... 20 20.17 Conflict of Interest .................................................................................................. 20 20 .18 Memorandum of Lease ........................................................................................... 20 20 .19 Estoppe l Certificate ................................................................................................. 21 20.20 Wan·anties ................................................................................................................. 21 20 .21 Waiver of City Liens ................................................................................................. 21 ii GROUND SPACE LEASE This Ground Space Lease ("Lease") is made and entered into as of J ~ b1 2.Dlt;-by and between the City of Cupertino, a municipal corporation ("City" or "Lessr"), and New Cingular Wireless PCS , LLC, a Delaware limited liability company ("Lessee"). RECITALS The following recitals are a substantive portion of this Lease: A. City is the owner of certain real property commonly known as the Cupertino Civic Center, and located at 10800 Torre Avenue, in the City of Cupertino, County of Santa Clara , State of California [APN: 369-31-033] ("City Property"), as more particularly described in Exhibit "A" attached and incorporated by this reference. B. Lessee is limited liability company organized under the laws of the State of Delaware whose principal business is telecommunications . C. Lessee requests the use the Premises (as defined in Section 1.1 below) for the construction , installation and operation of certain of Lessee's communications equipment necessary or advisable for the operation of its antennas and associated communications fixture s and equipment to be installed on an antenna structure ("A ntenna Structure") owned by GTE Mobilnet of California Limited Partnership, a California limited partnership ("Verizon Wireless"), which Antenna Structure is or will be located on the City Property. D. City is willing to pern1it Lessee to lease the Premises in accordance with the terms, conditions and covenants of this Lease . E . Lessee acknowledges that this Communication Facility will require a use permit from the City before this Lease will be effective. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS : ARTICLE 1 Premises and Improvements 1.1 Lease of Premises. City hereby leases to Lessee and Lessee leases from City for the Tern1 (as defined in Section 2.2 below), at the rental and upon all of the tern1s and conditions set forth herein, a p011ion of the City Property containing approximately five hundred one (501) square feet , as described in Exhibit "B" attached and incorporated herein (the "Premises") for the placement of Lessee's Communication Facility (as defined in Section 4.1 below), and City grants to Lessee access as is necessary for the installation of all equipment required or advisable to connect Lessee's antennas located on the Antenna Structure with the Communication Facility. 1 ARTICLE2 Term 2.1 Initial Term. The initial term of this Lease shall be for a period of five (5) years beginning on the Commencement Date and terminating on the fifth (5th) anniversary of the Commencement Date, unless terminated earlier ("Initial Term"). 2.2 Option to Extend. Provided Lessee is not in monetary default beyond any applicable notice and cure period, either at the time of exercise or at the time an Extension Term (as defined below) commences, Lessee shall have the option to extend the initial Term of this Lease for two (2) two additional five (5) year extension periods ( each, an "Extension Term") on the same terms, covenants and conditions set forth herein City shall not unreasonable deny this extension . Lessee shall exercise its option by giving City written notice ("Option Notice") at least sixty (60) days, but not more than one hundred twenty (120) days , prior to the expiration of the Initial Term of this Lease, or the successive Extension Term. The Initial Term and any Extension Terms exercised are hereinafter collectively refened to as the "Term". 2.3 Commencement Date . The "Commencement Date" of this Lease shall be the first day of the month following the date of Building Permit issuance. Lessee shall diligently pursue the issuance of the Building Permit. Should Lessee commence construction or active site preparation prior to the issuance of the Building Permit then the Lease shall commence immediately. 2.4 Relocation of Communication Facility. Lessee shall upon notice within a reasonable period of time relocate the Communication Facility and all equipment related thereto to City property if requested to by City. City shall be solely responsible for all costs related to relocation for the first ten (10) years of the Term. If City determines it necessary to relocate the Communication Facility, City will have the right, subject to the following provisions of this Section, and only exercisable one time during the Term, and only after providing Lessee with not less than twelve (12) months' prior written notice, to relocate the Communication Facility, to an alternate location (the "Relocation Premises") on the City Property; provided, however, that: (i) all reasonable costs and expenses associated with or arising out of such relocation (including costs associated with any required Governmental Approvals and/or costs for Tests of the Relocation Premises) shall be paid by City; (ii) such relocation will be performed exclusively by Lessee or its agents; (iii) such relocation will not unreasonably result in any more than a temporary interruption of the communications service of Lessee on the City Property; (iv) such relocation will not impair, or in any substantial manner alter, the quality of communications service provided by Lessee on and from the City Prope11y; and (v) City shall use reasonable good faith efforts to provide space on the City Property for Lessee to place and operate a temporary cell site during such relocation. City will exercise its relocation right by delivering written notice, pursuant to the te1ms of this Lease, to Lessee. In the written notice, City will identify the proposed Relocation Premises on the City Property to which Tenant may relocate the Communication Facility. After ten (10) years, all costs for relocation shall be paid for by Lessee. Lessee shall have the right to terminate Lease in the event of a request for relocation 2 ARTICLE3 Rental 3 .1 Base Rent. Commencing on the Commencement Date, Lessee shall pay to City as rent for the Premises in advance on the first (1 51 ) day of each calendar month during the Term without deduction, offset, prior notice or demand, in lawful money of the United States, the sum of Three Thousand and No/100 Dollars ($3,000.00) ("Base Rent"). Base Rent shall be paid to: City of Cupertino, Finance Department, 10300 Torre Avenue, Cupertino , CA 95014-3202. In any partial month occurring after the Commencement Date, the Base Rent will be prorated. The initial Base Rent payment will be forwarded by Lessee to City within fo11y-five ( 45) days after the Commencement Date. 3.2 Annual Increase. During the Term of this Lease, including the Extension Terms, if exercised, the Base Rent shall be increased annually by 3%, beginning on January 1, 2018, and effective each January 1st throughout the Term and any Extension Terms exercised. The sum shall be adjusted annually resulting in a compound rate of increase. For example, the Base Rent for December 1, 2017 would be Three Thousand Dollars ($3,000.00) per month and the rate on January 1, 2018 would be Three Thousand Ninety Dollars ($3,090.00). 3.3 Transactional Costs. Lessee shall pay to City any reasonable transactional costs, which shall include any reasonable attorneys' fees, incurred by City as a result of the negotiation, preparation, execution and delivery of this Lease, any amendment, any future consent of City required and the preparation and negotiation of an amendment to this Lease ("Transactional Costs"). City shall furnish Lessee with an invoice reflecting the Transactional Costs and Lessee shall make full payment to City of within thirty (30) days from the date of City's invoice. 3.4 Late Charge. Lessee acknowledges late payment by Lessee to City of Base Rent will cause City to incur costs not contemplated by this Lease , the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing, accounting and late charges that may be imposed on City. If any installment of the monthly Base Rent due from Lessee is not received by City within ten (10) days after the date such payment of Base Rent is due, Lessee shall pay to City an additional sum of ten Percent (10%) of the overdue amount as a late charge. The parties agree this late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment of the Base Rent by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee's default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City. 3.5 Additional Consideration. As additional consideration for City's entering into this Lease , Lessee agrees to pay to City the one-time sum of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) upon the earlier of: (a) sixty (60) days after execution of this Lease by the City; or (b) issuance of a certificate of occupancy . This amount shall be in addition to all other sums payable by Lessee to City under this Lease, and shall be nonrefundable to Lessee unless the City Council fails to approve the Lease or any requisite pern1it necessary for Lessee to construct or operate the Communication Facility . 3 ARTICLE4 Use 4.1 Permitted Uses. Lessee may use the Premises for the transmission and reception of communications signals and the installation, construction, maintenance, operation, repair, replacement and upgrade of its communications fixtures and related equipment, cables , accessmies and improvements , which may include a suitable support structure, equipment shelters or cabinets and fencing and any other items necessary to the successful and secure use of the Premises (collectively, the "Communication Facility"), as well as the right to test, survey and review title on the City Property; Lessee further has the right but not the obligation to add, modify and/or replace equipment in order to be in compliance with any current or future federal , state or local mandated application, including, but not limited to, emergency 911 communication services, at no additional cost to Lessee or City, as long as the installation of such equipment does not increase the area occupied by the Communication Facility (collectively, the "Permitted Use"). City and Lessee agree that any portion of the Conununication Facility that may be conceptually described on Exhibit "B" will not be deemed to limit Lessee's Permitted Use. If Exhibit "B" includes drawings of the initial installation of the Communication Facility, City's execution of this Lease will signify City's approval of Exhibit "B". Lessee has the right to install and operate transmission cables from the equipment shelter or cabinet to the Antenna Structure, electric lines from the main feed to the equipment shelter or cabinet and communication lines from the City Property's main entry point to the equipment shelter or cabinet, subject to review and reasonable approval by City concerning the location of same, and to make other improvements, alterations, upgrades or additions appropriate for Lessee's Permitted Use , including the right to construct a fence around the Premises and undertake any other approp1iate means to secure the Premises at Lessee's expense, subject to the City's approval. Lessee has the right to modify, supplement, replace, upgrade , expand the equipment or relocate the Communication Facility within the Premises at any time during the Tem1, except Lessee may not expand the size of Lessee's equipment shelter comprising a portion of the Conununication Facility. The installation of the Communication Facility shall be subject to the reviews and approvals set forth in Section 4.4. Lessee shall be solely responsible for all costs associated with the construction, installation, maintenance and use of the Communication Facility. 4.2 Access. During the Tem1 , City grants Lessee reasonable non-exclusive vehicular and foot access ("Access") to and over the Property, from an open and improved public road to the Premises. Access shall be available to Lessee, Lessee's agents, employees and contractors during nom1al business hours (8:00AM PST -5:00PM PST, Monday through Friday) for regular maintenance and repairs, and twenty-four (24) hours a day, seven (7) days a week in the event of an emergency, which shall be deemed to include any outage or failure of the Communication Facility. Lessee shall provide City with not less than twenty-four (24) hours' prior notice of any Access to the Premises outside of nom1al business hours for any unscheduled maintenance and repair, except of in the event of an emergency which shall be deemed to include any outage or failure of the Conununication Facility. 4 .3 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted herein. Lessee shall not: (a) create, cause , or permit any public or private nuisance , or waste in, on or about the Premises or permit the Premises to be used for any unlawful activity ; (b) do or permit anything which unreasonably disturbs or creates a public or private nuisance to the users of the City Property or the occupants of neighboring property; specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odors, noise, vibration, power emissions or other item to emanate from the Premises ; and Lessee shall not store any materials or articles of any nature outside upon any portion of the Premises. City acknowledges that off peak maintenance 4 (non-business hours) of the Communication Facility is required approximately once per month. Lessee shall provide 24-hours' notice to City prior to off peak maintenance except in cases of emergency. 4.4 Approval by the City and Other Agencies. Lessee, at its sole cost and expense , may install the Communication Facility, subject to Lessee's obtaining all required permits , licenses and approvals from the City and any other governmental agencies having jurisdiction. Lessee shall maintain permits, licenses and approvals in force through the Tem1 of this Lease, including any Extension Terms exercised. 4.4.1 City agrees that Lessee's ability to use the Premises is contingent upon Lessee's ability to secure a lease, license or other use agreement with Verizon Wireless for space on the Antenna Structure and such lease, license or other use agreement remaining in full force and effect during the Term hereof, and the suitability of the Premises and City Property for Lessee's Permitted Use, and Lessee's ability to obtain and maintain all governmental licenses, permits, approvals or other relief required of or deemed necessary or appropriate by Lessee for its use of the Premises, including without limitation applications for zoning variances, zoning ordinances, amendments, special use permits, and construction permits ( collectively, the "Government Approvals"). City authorizes Lessee to prepare, execute and file all required applications to obtain Government Approvals for Lessee's Pem1itted Use under this Lease and agrees to reasonably assist Lessee with such applications and with obtaining and maintaining the Government Approvals. In addition, Lessee shall have the right to initiate the ordering and /or scheduling of necessary utilities. 4.4.2 Lessee has the right to obtain a title report or commitment for a leasehold title policy from a title insurance company of its choice and to have the Property surveyed by a surveyor of its choice. 4.4.3 Lessee may also perfom1 and obtain, at Lessee's sole cost and expense, soil borings, percolation tests, engineering procedures, environmental investigation or other tests or reports (collectively, "Tests") on, over, and under the City Property, necessary to dete1mine if Lessee's use of the Premises will be compatib le with Tenant's engineering specifications, system, design, operations or Government Approvals. 4.5 Alterations. Should Lessee wish to alter or modify the Communication Facility (collectively, "Lessee Changes") (excluding any minor modification which would not require an amendment to the site development permit or a building permit, and which would not expand or increase the Communication Facility), Lessee shall not do so without the prior approval of City and amendment of this Lease and without obtaining all required permits, licenses and approvals from the City and any other governmental agencies with jurisdiction. Notwithstanding the foregoing, in no event shall Lessee be required to obtain City's approval for any Lessee Changes within the footprint of the Communication Facility, or for any other Lessee Changes. Should Lessee change or expand any exterior portion of the Communication Facility or undertake any Lessee Changes which requires City's reasonable approval hereunder without the prior approval of City, City may require that Lessee remove the Lessee Change at Lessee's sole cost and expense. Lessee shall be solely responsible for conducting any environmental review at Lessee's cost required by applicable Laws (as defined in Section 4.6 below) in association with Lessee's use of the Premises. 5 4.6 Compliance with Laws. Lessee shall not do or permit anything to be done in or on the Premises, or bring or keep anything in or on the Premises, which will conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted. Lessee agrees to comply with all federal, state and local laws, orders, rules and regulations ("Laws") applicable to Lessee's use of the Communication Facility on the Property. City agrees to comply with all Laws relating to City's ownership and use of the Property and any improvements on the Property. 4 .7 Condition, Use of Premises. Except as expressly set forth herein, City makes no warranty or representation concerning the condition of the Premises, or the fitness of the Premises for the use intended by Lessee, and disclaims any personal knowledge, it being expressly understood by the parties that Lessee has personally inspected the Premises, knows its condition, finds it fit for Lessee's intended use, accepts it as-is and has ascertained that it can be u sed for the limited Permitted Use specified in Section 4.1 above. 4.8 4 .9 Hazardous Materials. 4.9 .1 Hazardous Materials on Premises. Lessee shall not introduce any Hazardous Materials (as defined below) to the Premises or the City Property excluding any Hazardous Materials that are components of commercially available products, back-up power supplies, and cleaning solvents utilized in the ordinary course of Lessee's business, provided that Hazardous Materials are transported, obtained, handled, stored and/or disposed of in accordance with all federal, state and local laws , ordinances, rules, regulations or policies . 4.9.2. Hazardous Materials Defined. The term "Hazardous Material(s)" shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to, those substances, materials or wastes regulated now or in the future within the definitions of "hazardous substances," "hazardous waste," "hazardous chemical substance or mixture," "imminently hazardous chemical substance or mixture," "toxic substances," "hazardous air pollutant," "toxic pollutant" or "solid waste" in the following statutes and regulations: (a) "CERCLA" or "Superfund" as amended by SARA, 42 U.S.C. Secs . 9601 et seq.; (b) RCRA, 42 U.S.C. Secs. 6901 et seq.; (c) CWA, 33 U.S.C . Secs . 1251 et seq.; (d) CAA, 42 U.S.C. Secs . 7401 et seq.; (e) TSCA, 15 U.S.C. Secs. 2601 et seq.; (f) The Refuse Act of 1899, 33 U.S.C. Secs. 407; (g) OSHA, 29 U.S.C. Secs. 651 et seq.; (h) Hazardous Materials Transportation Act, 49 U.S.C. Secs. 5101 et seq.; (i) USDOT Table (49 CFR Sec. 172.101 App. A and amendments) or the EPA Table (40 CFR Part 302 and amendments); (j) Carpenter-Presley-Tanner Hazardous Substance Account Act, Cal. Health & Safety Code Secs. 25300 et seq.; (k) California Hazardous Waste Control Act, Cal. Health & Safety Code Secs. 25100 et seq.; (I) Porter-Cologne Act, Cal. Water Code Secs. 13000 et seq.; (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq.; (n) "Proposition 65," Cal. Health and Safety Code Sec. 25249.5 et seq.; (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq .; (p) California Hazardous Substance Act, Cal. Health & Safety Code Secs. 108100 et seq.; (q) Air Resources Law, Cal. Health & Safety Code Secs. 39000 et seq.; (r) Hazardous Materials Release Response Plans and Invento1y, Cal. Health & Safety Code Secs. 25500 et seq.; (s) TPCA, Cal. Health and Safety Code Secs. 25208 et seq.; and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar tern1s are defined in the federal, state and local laws, statutes, regulations , orders or rules. Hazardous Materials shall also mean any and all other substances, materials and wastes which are, or in the future become regulated under applicable local, state or federal law for 6 the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including, without limitation: (i) t1ichloroethylene, tetracholoethylene , perchloroethylene and other chlorinated solvents; (ii) any petroleum products or fractions thereof; (iii) asbestos; (iv) polychlorinated biphenyls; (v) flammable explosives; (vi) urea formaldehyde; and (vii) radioactive materials and waste. 4.9.4 Hazardous Materials Indemnity. Lessee shall indemnify (by counsel reasonably acceptable to City), protect and hold City harmless from and against any and all claims, liabilities, penalties , forfeitures, losses , and/or expenses, including, without limitation, diminution in value of the Premises, damages for the loss or resttiction on use of the rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact or marketing of the Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorney's fees , consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property whatsoever (including, without limitation , groundwater, sewer systems and attnosphere), to the extent arising from , or caused or resulting, during the Tern1, in whole or in part, directly or indirectly, by the presence or discharge in, on , under or about the Premises by Lessee , Lessee's agents, employees, licensees or invitees acting on Lessee's behalf or at Lessee 's direction, of Hazardous Material, or by Lessee's failure to comply with any Hazardous Materials Law, whether knowingly or by sttict liability. Lessee 's indemnification obligations shall include , without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Matetials management plan , investigation , repairs, cleanup or detoxification or decontamination of the Premises , and the presence and implementation of any closure, remedial action or other required plans for the Premises , and shall survive the expiration of or early termination of the Term. For purposes of the indemnity, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or subcontt·actors of Lessee acting on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee. Lessee's indemnity obligations shall not include cliams, liabilities , losses, damages , costs, or other expenses arising from the negligence or misconduct of City or City's employees, agents, sublessees, assignees, invitees, subcontractors or contractors . 4.9.5 City's Right to Perform Tests. At any time prior to the expiration of the Term, upon not less than forty-eight ( 48) hours' prior written notice to Lessee, City shall have the right to enter upon the Premises in order to conduct tests of water and soil and to deliver to Lessee the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Lessee's use of the Premises. Lessee shall have the right to have a representative of Lessee present during such City entry upon the Premises . Lessee shall be solely responsible for and shall indemnify, protect, defend and hold City harmless from and against all claims, costs and liabilities including actual attorney's fees and costs arising out of or in connection with any removal, remediation, clean up, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials to the extent such presence arises out of Lessee 's use of the Premises. The testing shall be at Lessee's expense if City has a reasonable basis for suspecting and confirms the presence of Hazardous Materials in the soil or surface or groundwater in on , under, or about the Premises or the City Property, which has been caused by or resulted from the activities of Lessee, its agents , employees, contractors or invitees acting on Lessee's behalf or at the Lessee's direction. 7 4.9.6 In the event Lessee becomes aware of any Hazardous Materials on the City Property, or any environmental, health or safety condition or matter relating to the City Property, that, in Lessee's sole determination, renders the condition of the Premises or City Property unsuitable for Lessee's use, or if Lessee believes that the leasing or continued leasing of the Premises would expose Lessee to undue risks of liability to a government agency or third patty, Lessee will have the right, in addition to any other rights it may have at law or in equity, to tern1inate this Lease upon written notice to City. 4.9.7 Survival. This entire Section 4.9 of this Lease shall survive termination of the Lease, as to any activities during the Term of this Lease. 4.9. 8 Termination of Lease. City shall have the right to terminate the Lease in City's sole and absolute discretion in the event that: (i) any use of the Premises by Lessee involves the generation or storage, use, treatment, disposal or release of Hazardous Material in a manner or for a purpose prohibited or regulated by any governn1ental agency, authority or Hazardous Materials Laws; (ii) Lessee has been required to take remedial action in connection with Hazardous Materials contaminating the Premises , if the contamination resulted from Lessee's action or use of the Premises; or (iii) Lessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material on the Premises. Lessee shall have a thirty (30) day right following Lessee's receipt of written notice from City of any such alleged Lessee default in Subsection 4 .9.8.(i)-(iii) to commence a cure, prior to City's ability to exercise its tights under this Section. If the nature of the cure is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default, if Lessee commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion .. 4.10 Covenant of Non-Interference. 4 .10.1 Lessee shall be responsible for inspecting the City Property and finding adequate space at the Premises without moving or relocating any of City's facilities or equipment, or any other facility, or utility located at the City Property, at the time Lessee's facilities are installed. Lessee's equipment shall not negatively impact any other existing facility or antenna existing on the City Property as of the Commencement Date. In the event that Lessee's equipment does impact other facilities existing on the City Property as of the Effective Date, Lessee shall be required to install, at its own expense, frequency filters or take other reasonable measures to correct the problem. Lessee shall be required to coordinate with other existing utilities located at the City Property, to ensure that Lessee's equipment does not interfere with the frequency utilized by existing utilities. 4.10.2 City will not grant, after the Commencement Date, a lease, license or any other right to any third party, if the exercise of such grant may materially and adversely impact or interfere with the Communication Facility, the operations of Lessee or the rights of Lessee under this Lease. City will notify Lessee in writing prior to granting any third party the right to install and operate communications equipment on the City Property. City will not, nor will City permit its employees, tenants , licensees, invitees, agents or independent contractors to , interfere in any way with the Communication Facility, the operations of Lessee or the rights of Lessee under this Lease. City will cause such interference to cease within ten (10) days after receipt of notice of interference from Lessee. In the event any such interference does not cease within the aforementioned cure period, City shall cease all operations which are suspected of causing interference (except for intermittent testing to determine the cause of such interference) until the interference has been corrected. For the purposes of this Lease, "interference" may include, but is 8 not limited to , any use on the City Property that causes electronic or physical obstruction with , or degradation of, the communications signals from the Communication Facility. Lessor shall not grant a lease to any party for use of the City Property if the new use would interfere with Lessee's operation of its Communication Facility. Any future lease of this portion of the City Property which permits installation of communication equipment shall be conditioned upon not interfering with Lessee's operation of the Premises. 4.11 Co-location. Lessee acknowledges and approves that City shall be entitled to lease additional positions on the Antenna Structure, subject to City's non-interference covenants set forth herein . All operations by Lessee shall be in compliance with all Federal Communications Commission ("FCC") requirements. Should City add new facilities on the City Property in the future , Lessee will not cause electronical or physical interference with City owned and operated equipment that is related to the public health and safety and is located on the City Property. Lessee shall reasonably cooperate with current and future users of the City Property. 4 .12 Electromagnetic Emissions. Lessee's operations on the Premises shall comply with all applicable federal laws and regulations regarding electromagnetic emissions. Lessee shall conduct all necessary tests after its Communication Facility is constructed on the Premises to ensure that its facilities are in compliance with those laws and regulations. The tests shall be conducted by a licensed professional engineer, and the results shall be provided to the City. ARTICLES Maintenance, Repairs and Alterations 5 .1 General. Lessee shall keep in good order, condition and repair the Premises , and the portions of the Communication Facility placed on the Premises . Lessee shall keep the Premises clean and free of debris. 5.2 Surrender. All portions of the Communication Facility brought onto the City Property by Lessee will be and remain Lessee 's personal property and, at Lessee's option, may be removed by Lessee at any time during the Term. City covenants and agrees that no part of the Communication Facility constructed, erected or placed on the Premises by Lessee will become , or be considered as being affixed to or a part of, the City Property, it being the specific intention of City that all improvements of every kind and nature constructed , erected or placed by Lessee on the Premises will be and remain the property of the Lessee and may be removed by Lessee at any time during the Tetm. Within thitiy days(30) days after the te1mination of this Lease, Lessee shall surrender the Premises to City in the same condition as when received, subject to ordinary wear and tear, and clean and free of debris . Lessee shall also remove all portions of the Communication Facility and cables and wires located above ground that Lessee placed upon the Premises, and Lessee shall remove all footings , foundations, and concrete installed by Lessee to a depth of six feet (6 ') below grade, and repair any damage caused to the Premises by the installation, maintenance or removal of Lessee's Communication Facility and any related cables, wires or other equipment, and shall otherwise restore the Premises to the same conditions as when Lessee received the Premises from City subject to ordinary wear and tear 5.3 City's Rights to Enter. If Lessee is in default beyond any applicable notice and cure periods , City may (but shall not be required to) enter upon the Premises , ( except in the case of a bona fide emergency circumstance pertaining to protection of persons or property, in which case no notice shall be required), to perform obligations on Lessee's behalf and put the Premises and/or Communication Facility in good order, condition and repair, and the cost, together with interest at the maximum rate then allowable by law, shall become due and payable as additional rent to City 9 with Lessee's next rental installment, provided, however, in the case of a non-emergency , City shall notify Lessee in writing of City's intention to perforn1 Lessee's obligations ten (10) days prior to performing any work on Lessee's behalf. If no rental installment is due to City, these costs shall become due and payable within thirty (30) days from the date of Lessee's receipt of City's invoice accompanied by reasonable substantiation. 5.4 City Repair Obligations. City shall have no obligation to repair and maintain the Premises nor the Communication Facility. Lessee expressly waives the benefit of any statute now or hereinafter in effect which would afford Lessee the right to make repairs at City's expense or to tern1inate this Lease because of City's failure to keep Premises in good order, condition and repair. City shall maintain any landscaping within the Premises that is accessible to City. Lessee shall pay for all landscaping including installation and purchase of landscaping. Lessee shall pay for any replacement landscaping in the event that landscaping dies or proves to provide inadequate screemng. 5 .5 Security Measures. City shall have the right to require a reasonable security system, device, operation or plan be installed and implemented to protect the Premises or the Communication Facility. Should City, in its sole discretion, require Lessee to install a security system, Lessee agrees to bear the sole cost of any security system, device, operation or plan and the installation and implementation . Lessee shall obtain City's prior approval before installing or implementing any security system, device, operation or plan. 5.6 Improvements. 5.6.1 Lessee shall pay, when due, or in good faith promptly contest the validity of, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises , which claims are or may be secured by any mechanic or material lien against the Premises or any interest therein. Lessee shall give City not less than ten (10) days ' notice prior to the commencement of any work on the Premises, except in the event of an emergency circumstance (which shall be deemed to include any outage or failure of the Communication Facility), in which event, Lessee shall provide City with notice of such emergency work as soon as reasonably practicable in light of the emergency circumstance. City shall have the right to post notices of non-responsibility in or on the Premises. If Lessee, in good faith , contests the validity of any lien, claim or demand, then Lessee shall, at its sole expense, defend itself and City against such lien, claim or demand, and shall pay or bond any adverse judgment that may be rendered before enforcement against the City. If City shall require, Lessee shall furnish to City a surety bond satisfactory to City in an amount equal to the contested lien, claim indemnifying City against liability for and holding the Premises free from the lien or claim. In addition , City may require Lessee to pay City's attorneys' fees and costs in participating in the action if City decides to participate. 5 .6.2 Before the initial construction of the Communication Facility is commenced on the Premises, and before any building materials have been delivered to the Premises by Lessee or Lessee's agents, Lessee shall comply with the following conditions or procure City's written waiver of the conditions specified: 10 5.6.2.1 Construction Schedule. A construction schedule reasonably approved by Lessee and the City setting forth in detail a description of the initial installation of the Communication Facility and all steps for construction of the Communication Facility, and Lessee's best estimate of the date upon which each step shall be substantially completed is attached and incorporated herein as Exhibit "C". A construction schedule shall not be required for like kind replacement following initial installation. 5.6.2.2 Protection of Ad jacent Property, Indemnity of the City. Lessee shall protect the City Property and adjacent property against damage resulting from the performance of work undertaken by Lessee or Lessee's agents, employees, contractors, excluding any damage caused by the negligence or the willful act of City, and shall indemnify the City against all liens or liability arising out of the performance of the work or the furnish ing of labor, services, materials, supplies, equipment or power on behalf of Lessee. 5.6.2.3 Insurance . In addition to the insurance coverage otherwise required under this Lease, Lessee shall maintain workers' compensation insurance covering all persons employed in connection with the construction of the Communication Facility, repair or maintenance activities with respect to whom death or injury claims could be asserted against the City, Lessee or the Premises. City may require any third party(ies) performing work at the Premises to maintain workers' compensation insurance at the contractor's sole cost and expense at all times when any work is in process and shall otherwise conform to the requirements of this Lease for insurance. 5.6.2.4 Final Inspection. Lessee shall not provide service to its customers from the Communication Facility in any way without receiving a final inspection of the Communication Facility from the City. 5.6.2 .5 Notice of Changes in Plans. Prior to the initial installation of the Communication Facility, Lessee will supply City with plans and specifications ("Plans") to be reviewed and approved by City prior to commencement of construction. If City disapproves the Plans then the Lessee will provide City with revised Plans,. In the event City disapproves of the revised Plans, Lessee may either (x) make further revisions to the Plans and submit them to City for review, or (y) terminate this Lease without further liability by providing written notice to City. Lessee maintains the right to perform routine maintenance, repairs , rep lacements and upgrades without City's approval when no changes to the exterior appearance of the Communication Facility are made. Upon completion of any Communication Facility, Lessee shall give City notice of all chan ges in the p lans and specifications made during the course of the work and at the same time de liver to City "as built" drawings accurate ly reflecting all changes, provided that no ch ange that substantially alters the final plans last approved by the City shall be made without the City's prior written approval. 5.7 City Access. The City or its agents, may enter into the Premises at all reasonable tin1es during the Term of this Lease for the purpose of determining whether or not Lessee is complying with the tem1s and conditions or for any other purpose incidental to rights of the City. City shall provide Lessee with at least two (2) business days ' prior written notice and the ability to accompany City during any such inspection. 5.8 Lessee Access. Lessee acknowledges that other lessees and licensees also have rights to access the area immediately adjacent to the Premises, and that if multiple lessees or licensees request simultaneous access, the City may have to delay Lessee's access to the area immediately adjacent to the Premises to accommodate all parties. 11 5.9 Lessee Access During Security Alert. During times of high security alert by th e Homeland Security Advisory System, Lessee must obtain City's consent to access the Premises . ARTICLE 6 Indemnity and Insurance 6.1 Indemnity. This Lease is made upon the express condition that Lessee shall indemnify and hold harmless City and its officers, agents and employees against any suits, claims or actions arising out of Lessee's use of the Premises or from any act permitted, or any omission to act, in or about the Premises or the City Property by Lessee or its agents, employees, contractors or invitees , including, but not limited to, any injury or injuries to, or death or deaths of, persons or property that may occur, or that may be alleged to have occurred from any cause or causes whatsoever, while in , upon, about or in any way connected with the Premises during the Term of this Lease, or during any holdover tenancy thereof (except where caused solely by the active negligence or willful misconduct of City, its employees, contractors or agents). Lessee agrees to defend any actions , suits or claims and pay all reasonable attorney's fees and all other costs and expenses aiising therefrom ; and, if any judgment be rendered against the City or any of the other individuals enumerated above in any action, except to the extent the judgment arises from the negligence or willful misconduct of the City, its employees or agents, Lessee shall, at its sole cost and expense, satisfy and discharge same. 6.2 The City (i) shall promptly provide the Lessee with written notice of any claim, demand, lawsuit, or the like for which it seeks indemnification pursuant to this Article 6 and provide the Lessee party with copies of any demands, notices, summonses, or legal papers received in connection with such claim, demand, lawsuit, or the like ; (ii) shall not settle any such claim, demand, lawsuit, or the like without the prior written consent of the Lessee; and (iii) shall fully cooperate with the Lessee in the defense of the claim, demand, lawsuit, or the like. A delay in notice shall not relieve the Lessee party of its indemnity obligation. 6.3 Waiver of Claims. Lessee waives any claims against City for injury to Lessee's business or any loss of income, for damage to Lessee's property, or for injury or death of any person in or about the Premises or the City Property, from any cause whatsoever, except to the extent caused by City's (or any of its agents', employees' or contractors') negligence or willful misconduct. 6.4 Insurance. During the Term of this Lease, Lessee shall maintain in full force and affect the following insurance policies: 6.4.1 Commercial general liability policy (bodily mJury and property damage);a nd 6.4.2 Commercial automobile liability insurance policy. These policies shall be maintained with respect to employees and vehicles using the Property with coverage amounts and including the required endorsements, certificates of insurance and coverage verifications as defined in Exhibit "D" attached and incorporated by this reference . 12 ARTICLE 7 Damage, Destruction and Termination 7 .1 If any part of the Communication Facility or City Property is damaged by casualty or other harm as to render the Premises unsuitable, , then Lessee may terminate this Lease by providing written notice to City, which tern1ination will be effective as of the date of such casualty or other harm. Upon such termination, Lessee will be entitled to collect all insurance proceeds payable to Lessee on account thereof and to be reimbursed for any prepaid Base Rent on a pro rata basis. 7.2 Force Majeure. Prevention, delay or stoppage due to strikes, lockouts, labor disputes , acts of God, inability to obtain labor, materials or reasonable substitutes, governmental restrictions , governmental regulation, governmental controls, judicial orders, enemy, or hostile governmental actions, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Lessee, shall excuse the perfornrnnce by Lessee for a period equal to the prevention, delay or stoppage, except the obligations imposed with regard to rent to be paid by Lessee pursuant to this Lease. In the event any work performed by Lessee or Lessee's contractor's results in a strike, lockout, and/or labor dispute , the strike, lockout, and/or labor dispute shall not excuse the perfmmance by Lessee of the provisions of this Lease. 7.3 Waiver. City and Lessee waive the provisions of any statutes which relate to termination of leases when leased property is destroyed and agree that such event shall be governed by the terms of this Lease. ARTICLE 8 Taxes 8.1 Personal Property. Lessee shall pay prior to delinquency all taxes , license fees and public charges assessed or levied against Lessee or Lessee's estate in this Lease or Lessee's Communication Facility, trade fixtures, furnishings , equipment and other personal property. 8.2 Real Property. Lessee shall pay Lessee's share of all real property taxes (as defined in Section 8.3 below) which become due and payable to City on or before the later of ten (10) days prior to the delinquency, or thirty (30) days after the date on which Lessee receives a copy of the tax bill and notice of City's determination, including documentation reasonably supporting determination hereunder. Lessee's liability to pay real property taxes shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the Term at the commencement or expiration of the Lease. Lessee is not responsible for taxes related to rental income to City under this Lease. Lessee specifically acknowledges it is familiar with Section 107.6 of the California Revenue and Taxation Code, realizes that a possessory interest subject to property taxes may be created, agrees to pay any tax, and waives any rights Lessee may have under Revenue and Taxation Code 107.6. 8.3 Definition. The term "real property taxes" as used herein shall mean: 8.3.1 All taxes, assessments, levies and other charges, general and special, foreseen and unforeseen, now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against or with respect to (i) value, occupancy, use or possession of the Premises and/or the Communication Facility, (ii) any improvements, fixtures, equipment and other real or personal property of Lessee that are an integral part of the Premises, (iii) use of the Premises, Communication Facility, public utilities or energy within the Premises; 13 8.3.2 All charges, levies or fees imposed by reason of environmental regulation or other governmental control of the premises and/or the Communication Facility; 8.3.3 New excise, transaction, sales, privilege or other taxes now or hereafter imposed upon City as a result of this Lease; and, 8.3.4 All costs and fees (including attorneys' fees) incurred by City in contesting any real property taxes and in negotiating with public authorities as to any real property taxes affecting the Premises. If at any time during the Term, the taxation or assessment of the Premises and/or the Conununication Facility prevailing as of the commencement of this Lease shall be altered, then any tax or charge, however designated, shall be included within the meaning of the term "real property taxes ." If any real property taxes are based upon property or rents unrelated to the Premises and/or the Communication Facility, then only that part of such tax that is fairly allocable to the Premises and/or the Communication Facility, as reasonably determined by City, on the basis of the assessor's worksheets or other available infom1ation, shall be included within the meaning of the term "real property taxes." ARTICLE 9 Utilities 9. Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services supplied to the Premises, together with any taxes imposed thereon. City acknowledges that Lessee provides a communication service which requires electrical power to operate and must operate twenty-four (24) hours per day, seven (7) days per week.[Need to check with Public Works on this]. ARTICLE 10 Signs 10. Lessee shall not place any signs upon the Premises without the prior written consent of City, , unless the placement of any signs upon the Premises is otherwise required by applicable Laws. ARTICLE 11 Assignment and Subletting 11.1 City's Consent Required. Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of Lessee's interest in this Lease or in the Premises, without City's prior written consent, which consent shall not be unreasonably withheld. City shall respond to Lessee's request for consent in a timely manner and any attempted assignment, transfer, mortgage, encumbran ce or subletting without consent shall be void and shall constitute a breach of this Lease, except as expressly permitted in this Article 11. 11.2 Net Worth Requirements. Notwithstanding the foregoing, Lessee may assign, sell or transfer ( each, a "Transfer") this Lease, or sublet the Premises, or any portion thereof, without the City's consent, to (i) any entity which controls, is controlled by, or is under the common control with Lessee, (ii) any entity resulting from any merger or consolidation with Lessee, (iii) to any partner of Lessee or to any partnership in which Lessee is a general partner, (iv) any person or entity which acquires all or substantially all of the assets of Lessee in the market a defined by the FCC in which the City Property is located , or (v) any entity which obtains a security interest in a 14 substantial portion of Lessee 's assets. Any entity which would b e an assignee purchaser or transferee pursuant to a Transfer listed in this paragraph shall have a net worth of not less than Ten Million Dollars ($10,000,000.00). 11.3 Release of Lessee . No subletting as approved by City, to the extent that City 's approval is required under this Article 11, shall release Lessee of Lessee's obligation or alter the primary liability of Lessee to pay the Base Rent and to perform all other obligations to be perfom1ed by Lessee hereunder. The acceptance of Base Rent by City from any other person shall not be deemed to be a waiver by City of any provision hereof. Consent to one subletting shall not be deemed consent to any subsequent subletting. Upon notification to City by Lessee of any Transfer of this Lease under the tem1s of Section 11.2 , Lessee will be relieved of all future performance, liabilities and obligations under this Lease to the extent of such Transfer. 11.4 Right of First Refusal Rental Stream Offer. If City elects, during the Tem1 to grant to a third patiy by easement or other legal instrument an interest in and to that portion of the City Property occupied by Lessee, or a larger portion thereof, for the purpose of operating and maintaining communications facilities or the management thereof, with or without an assignment of this Lease to such third paity, Lessee shall have the right of first refusal to meet any bona fide offer of transfer on the same tetms and conditions of such offer. If Lessee fails to meet such bona fide offer within thirty (30) days after written notice thereof from City, City may grant the easement or interest in the City Property or portion thereof to such third person in accordance with the terms and conditions of such third party offer. ARTICLE 12 Defaults; Remedies 12.1 Lessee Defaults . The occurrence of any one or more of the following events shall constitute a material default or breach of this Lease by Lessee: 12 .1.1 The abandonment of the Premises by Lessee as defined by Civil Code §1951.3. 12.1.2 The failure by Lessee to make any payment of Base Rent or any other payment required to be made by Lessee hereunder, as and when due, where the failure shall continue for a period often (10) business days after Lessee's receipt of written notice from City to Lessee . 12.1.3 The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease in any material respect to be observed or performed by Lessee, other than those described in Section 12 .1.2 above, where the failure shall continue for a period of thirty (30) days after written notice from City to Lessee; provided, however, that if the nature of Lessee's default is that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default, if Lessee commenced cure within the thirty (30) day period and thereafter diligently prosecutes the cure to completion .. 12.1.4 The making by Lessee of any general arrangement or assignment for the benefit of creditors; Lessee's becoming a "debtor" as defined in 11 U.S .C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee , it is dismissed within sixty (60) days); the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee's assets located at or on the Premises or of Lessee 's interest in this Lease where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee 's assets located at the Premises or of Lessee's interest in this Lease, where seizure is not discharged within thirty (30) days. 15 12.2 Remedies. In the event of any material default or breach by Lessee as defined in Section 12.1 above, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of default or breach: 12.2.1 Terminate Lessee 's right to possession of the Premises by any lawful means , in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises to City. In that event, City shall be entitled to recover from Lessee all damages incurred by City by reason of Lessee's default including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including if necessary, removal of the Communication Facility and restoration of the Premises, reasonable attorneys' fees, the worth at the time of the award of the unpaid Base Rent that had been earned at the time of termination of this Lease and the worth at the time of award of the amount by which the unpaid Base Rent for the balance of the Term after the time of such award exceeds the amount of rental loss for the same period that Lessee proves could be reasonably avoided. 12.2.2 Maintain Lessee's right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises. In that event, City shall be entitled to enforce all of City's rights and remedies under this Lease, including the right to recover Base Rent as it becomes due. 12.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. 12.3 Lessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure §§ 1174 and 1179, and any other present or future law, in the event Lessee is evicted or City otherwise lawfully takes possession of the Premises by reason of any default or breach of this Lease by Lessee. ARTICLE 13 Termination of Lease 13.1 Termination by Lessee. Except as provided otherwise herein or by applicable Law, Lessee may tern1inate this Lease for cause upon the giving of not less than thirty (30) days written notice to City if any of the following occur: 13 .1.1 The failure by City to observe or perform any of the covenants, conditions or provisions of this Lease in any material respect to be observed or performed by City, where the failure shall continue for a period of thirty (30) days after written notice from Lessee to City; provided, however, that if the nature of the City's default is such that more than thirty (30) days are reasonably required for its cure, then City shall not be deemed to be in default, if City commenced to cure within a thirty (30) day period and thereafter diligently prosecutes such cure to completion; 13 .1.2 if Lessee fails to obtain or loses any Government Approvals necessary for operation of the Communication Facility upon the Premises ; 13.1.3 if Lessee detern1ines that the site is inappropriate for technological reasons, beyond its control; including but not limited to signal interference ; 16 13 .1.4 if Lessee is unable to obtain a lease, license or similar agreement with Verizon Wireless for space on the Antenna Structure, if Lessee determines in its sole discretion that the cost of obtaining a lease, license or similar agreement with Verizon Wireless for space on the Antenna Structure is commercially unreasonable, or if the lease , license or similar agreement between Lessee and Verizon Wireless for space on the Antenna Structure expires or is terminated for any reason; and 13.2 Termination by City. Except as otherwise provided or by applicable law , City may terminate this Lease for cause upon giving thirty (30) days written notice if any of the following occur: 13.2.1 Unless otherwise prohibited by applicable Laws, should the City Council of City detem1ine following a duly noticed public hearing through credible scientific evidence collected with regard to the Communication Facility operated at the Premises, that the Communication Facility is threat to public health or safety which threat cannot be rectified by Lessee after Lessee has been afforded a reasonable opportunity to rectify the threat. The City shall provide at least 30- days' written notice to Lessee of the intent to terminate this Lease pursuant to this Section 13 .21, and Lessee shall have a full and fair opportunity to provide contradictory scientific data prior to City Council action. The determination of the City Council must apply to similarly situated telecommunication facilities on lands owned by the City; or 13.2.2 Lessee loses or fails to satisfy any condition of any permit required by City necessary for operation of the Communication Facility upon the Premises. 13.3 Condemnation of Leased Premises. Should all or part of the leased Premises be taken by any public or quasi-public agency or entity under the power of eminent domain during the Term of this Lease: 13 .3 .1 Either City or Lessee may terminate this Lease by giving the other thirty (3 0) days written notice of termination; and 13.3.2 Any damages and compensation awarded or paid because of the taking shall belong to the City, except for amounts paid Lessee for moving expenses or for damage to property owned by Lessee and the value of the unexpired term of this Lease. ARTICLE 14 Transfer of City Property 14 . The te1m "City" as used herein, shall mean the City only while the City is the owner of the fee title of the Premises. In the event of any transfer of title or interest in the City Property, the City (and in case of any subsequent transfer, then the grantor) shall, after the date of such transfer, be relieved from all liability with respect to its obligations hereuuder occurring after the transfer date, provided that any funds in the hands of City at the time of transfer, in which Lessee has an interest, shall be delivered to the City's grantee . ARTICLE 15 Interest on Past-Due Obligations 15 . Except as expressly provided, any amount due City when not paid when due shall bear interest at the lesser of ten Percent (10%) per year or the maximum rate allowable by law from the date due. 17 ARTICLE 16 Holding Over 16. If Lessee remains in possession of the Premises or any part after the expiration of the Term the occupancy shall be a tenancy from month to month with all the obligations of this Lease applicable to Lessee and at a monthly rental obligation of two (2) times the Base Rent in effect at the time of expiration of the Tem1. ARTICLE 17 City's Access 17 . City and City's agents shall have the right to enter the Premises for the purpose of showing to prospective purchasers, lenders or lessees, and making repairs, improvements or additions to the Premises as City may deem necessary. City shall provide Lessee with at least two days prior notice and the ability to accompany City during any inspection . ARTICLE 18 Quiet Possession 18. Upon Lessee's paying Base Rent for the Premises and observing and performing all of the covenants, conditions and provisions on Lessee's part to be observed and perfom1ed, Lessee shall have quiet possession of the Premises for the entire Term subject to all of the provisions of this Lease. ARTICLE 19 Easements 19. City reserves to itself, the right, from time to time, to grant such easements, 1ights and dedications , outside of the Premises and subject to the terms of this Lease that City deems necessary or desirable, and to cause the recordation of parcel maps and restrictions , so long as the easements, rights, dedications , maps and restrictions do not materially interfere with the use of the Premises by Lessee. Lessee shall sign any of the aforementioned documents upon request of City and failure to do so shall constitute a material breach of this Lease. ARTICLE20 General Provisions 20.1 Severability. The invalidity of any provision of this Lease as determined by a com1 of competent jurisdiction shall in no way affect the validity of any other provision . 20.2 Time of Essence. Time is of the essence under this Lease. 20.3 Additional Rent. Any monetary obligations of Lessee to City under the tem1s of this Lease shall be deemed to be rent and all references herein to "rent" shall be deemed to include the Base Rent and all other sums paid or payable by Lessee to City. 20.4 Entire Agreement, Modification. This Lease contains all agreements of the parties with respect to any matter mentioned herein . No prior agreement or understanding shall be effective. This Lease may be modified in writing signed by City and Lessee only. 18 20.5 No Warranty. Except as otheiwise expressly set forth in this Lease , Lessee hereby acknowledges that neither the City nor any employees or agents of the City has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of the Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety and Health Act, the legal use and adaptability of the Premises and compliance with all applicable laws and regulations in effect during the Term of this Lease. 20.6 Notices. All notices, requests and demands hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationall y recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows: Lessee: New Cingular Wireless PCS, LLC Attn : Network Real Estate Administration Re: Cell Site No.: CCU2719 Search Ring Name: Central Cupertino Relo Cell Site Name: Central Cupertino Relo (CA) Fixed Asset No .: 10575109 575 Morosgo Drive NE Suite 13F , West Tower Atlanta, GA 30324 With a Copy to: New Cingular Wireless PCS , LLC Attn: AT&T Legal Dept. -Network Ops Re: Cell Site No.: CCU2719 Search Ring Name: Central Cupertino Relo Cell Site Name: Central Cupertino Relo (CA) Fixed Asset No.: 10575109 208 S. Akard Street Dallas, TX 75202 City: City Manager, City of Cupertino l 0300 Torre A venue Cupertino, CA 95014-3202 With Copy to: Randolph Hom, City Attorney 20410 Town Center Lane, Suite 210 Cupertino , CA 95014-3255 Either party hereto may change the place for the giving of notice to it by thirty (30) days' prior written notice to the other as provided herein. Every notice shall be provided to both addresses listed by City and Lessee. 19 20.7 Waivers. No waiver by City or Lessee of any provision shall be deemed a waiver of any other provision or of any subsequent breach by City or Lessee of the same or any other provision. City's or Lessee's or approval of, any act shall not be deemed to render unnecessary obtaining of their consent of any subsequent act. The acceptance of rent by City shall not be a waiver of any preceding breach by Lessee of a provision, other than the failure of Lessee to pay the particular rent so accepted, regardless of City's know ledge of the breach at the time of acceptance of rent. 20.8 Cumulative Remedies. No remedy or election under this Lease shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 20.9 Choice of Law. This Lease shall be governed by the laws of the State of California. The language of all parts of this Lease shall be construed with its fair meaning and not strictly for or against the City or Lessee . 20.10 Condition to Effectiveness of Lease. The approval of the City Council of City constitutes an express condition precedent to the effectiveness of this Lease. 20.11 Attorneys' Fees . If either party brings an action to enforce the terms or declare rights hereunder, the prevailing party in any such action, shall be entitled to its reasonable attorneys' fees and court costs to be paid by the other party. 20.12 Brokers. Each party represents that it is has not had dealings with any real estate broker or finder, with respect to this lease in any manner. Each party shall hold harn1less the other party from all damages resulting from any claims that may be asserted against the other party by any broker, finder, or other person with whom the indemnifying party has or purportedly has dealt. 20.13 Authority. Each individual executing this Lease on behalf of Lessee and City represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said party. 20.14 Non-Liability of Officials and Employees of the City & Limitation of Liability. No official or employee of City shall be personally liable for any default or liability under this agreement. 20.15 Non-Discrimination. Lessee covenants it shall not discriminate based upon race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in any activity under this lease. 20.16 No Agency. It is agreed that Lessee shall not act as or be an agent or employee of City. 20.17 Conflict of Interest. Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Lease. 20.18 Memorandum of Lease. Contemporaneously with the execution of this Lease, the parties will execute a recordable Memorandum of Lease substantially in the form attached as Exhibit "E". Either party may record this Memorandum of Lease at any time during the Term, in its absolute discretion . Thereafter during the Term of this Lease, either party will, at any time upon thirty (30) business days' prior written notice from the other, execute, acknowledge and deliver to the other a recordable Memorandum of Lease. Lessee agrees that following the expiration or earlier termination of this Lease, and within thirty (30) days following Lessee's receipt of City's written request delivered to Lessee after such expiration or earlier termination date , Lessee shall 20 sign and delivery to City a Quitclaim Deed in form suitable for recording in the County in which the City Property is located , remising, releasing and quitclaiming all of Lessee 's right, title and interest in and to this Lease, including any recorded Memorandum of Lease referenced in this Section 20.18 . 20.19 Estoppel Certificate. Lessee shall, from time to time , upon at least thirty (30) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing: (a) ce1iifying this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Lease, as modified, is in full force and effect, (b) the date to which the rental and other charges, if any, have been paid; and, ( c) acknowledging that there are not to Lessee's knowledge, any defaults , or stating if any defaults are claimed., any statement may be relied upon by any prospective purchaser or encumbrancer of the City Property. 20.20 Warranties. 20.20.1 Lessee and City each acknowledge and represent that it is duly organized, validly existing and in good standing and has the right , power and authority to enter into this Lease and bind itself hereto through the party set fmih as signatory for the party below. 20 .20.2 20.20.3 City represents , warrants and agrees that: (i) City controls the City Property pursuant to that certain lease between City and Cupertino Public Facilities Corporation, a California nonprofit public benefit corporation ("City Corporation") attached hereto as Exhibit "F" along with all amendments thereto (the "Ground Lease"); (ii) to the best of City's knowledge, neither City Corporation nor City is , or with the giving of notice, or passage of time (or both), will be in default under any of the terms or conditions of the Ground Lease; (iii) during th e Tem1 , City will not terminate, materially modify, amend or assign the Ground Lease in a manner which adversely affects the rights or obligations of Lessee without the prior written consent of Lessee; (iv) during the Term, Lessee shall not be responsible for any cost or expense under the Ground Lease unless expressly set forth in this Lease with specific reference to the applicable section of the Ground Lease; and (v) City shall timely perform and comply with all the terms and conditions of the Ground Lease, and not do anything or permit anything that would result in a default under or cause the Ground Lease to be temlinated. 20.21 Waiver of City Liens . City waives any and all lien rights it may have, statutory or otherwise, concerning the Communication Facility or any portion thereof. The Communication Facility shall be deemed personal property for purposes of this Lease, regardless of whether any portion is deemed real or personal property under applicable law; City consents to Lessee's right to remove all or any portion of the Communication Facility from time to time in Lessee 's sole discretion and without City's consent. [SIGNATURES APPEAR ON FOLLOWING PAGE] 21 IN WITNESS WHEREOF, the parties have caused this Lease to be effective as of the last date written below. "CITY" a mu · 1pal c rporation / / City r:zf C rtino, By: ,.,_ / j/t---_ Name: David Brandt Its: "':1_ /?t;)"1anager Date: I , 2017 I APPROVED AS TO FORM: d)/Randolph Hom ~ ~ity Attorney ATTEST: .2ff;_,, ~~ A= City Clerk I ,-2-'r', 7 "LESSEE" New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager / d ,,# By:~~ Name: Michael Guibord Its: Director Date : ~~& ~rg ~? [ACKNOWLEDGMENTS APPEAR ON FOLLOWING TWO (2) PAGES] 22 CITY ACKNOWLEDGMENT A notary public or other officer comp leting this certificate verifies only the identity of th e individual who signed the document to wh ich this certificate is attached, and not the truthfulness, accuracy, or validitv of that document. State of California County of (a 1 .../-..., U'f. c"'t ) On Ju ( Cf G f u, I 3--before me, $(rrf-e.. /.,c.,,,ee £;...vq,~ I Mof....ry (JcJI:, /;c/ (insert name and title of the officer) personally appeared {L V ~;tel ~/°qn c/ , who proved to me on th e basis of satisfactory evidence to be the person~ whose nameJs1 is /are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity~, and that by ~/her/their sign~r~ on the instrument the persol)k81, or the entity upon behalf of which the personW"acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~k ;?,~~ (Seal) KIRSTEN RENEE SQUARCIA _ Commission # 2080884 ~ ;-• Notary Public -California I z · Santa Clara County ~ t ;~; o ;Mt goziT ·;xfia's}z1j,}~1a~ 23 LESSEE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness , accuracy , or validitv of that document. State of Califomi.1-. Countyof~~--,¥'l::_,__ __ {:...._,,()~S'°'.,.....,)"}9:'----'-+~~~) (insert name and title of the officer) personally appeared .-jn · l (Q '\? ~ J lh~ V1 clili' , who proved to me on the basis of satisfactory evidence to be the person(S1'whose name~ is~ subscribed to the within instrument and acknowledged to me that he/~~ executed the same in his~ir authorized capacity~ and that by his/h¢fujrsignatur~ on the instrument the person~, or the entity upon behalf of which the person~cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) 24 Exhibit "A" Legal Description of City Property Page 1 of 1 The City Property is legally described as follows: All that certain real property situated in Santa Clara County, State of California, described as follows : PARCEL ONE: LOT 7, AS SHOWN ON THAT CERTAIN MAP ENTITL ED TRACT NO. 3743 CUPERTINO TOWN CENTER, WJ-IlCH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTYOFSANTACLARA,SfATEOFCALIFORNIAONOCT013ER 16, 1964,INBOOK 1860F MAPS PAGE(S)36AND37 PARCEL TWO : PARCELS A, B, C & D, AS SHOWN ON THAT CERTAIN PARCEL MAP ENTITLED, "PARCEL MAP, BEING ALL OF LOT 4, TRACT NO. 3743, CITY OF CUPERTINO", WHJCH PARC EL MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAl'IT A CLARA, STA TE OF CALLFORNlA ON MARCH 7, 19741NBOOK3370f MAPS,ATPAGE11. APN:369-31-033 ARB:371-02-044,43,43.1,432,43 .3 25 Exhibit "B" Depiction of Premises & Communication Facility Page 1 of 24 The Premises and Communication Facility are described and/or depicted as follows : [100% Construction Drawings , Dated February 14, 2017, Prepared by J5 Infrastructure Partners , and Consisting of Twenty-Three (23) Pages , Appears on Following Pages] 26 SITE NUMBER: CCU2719 PREPARED FOR at&t SEARCH RING NAME: CUPERTINO CITY HALL ~at&t '= Moblllly 6C01Ei.c"""•'cnwoy·~W560!, Sorito ... on.caucim1a,.cu3 SITE NAME: RSFR L TE 1C ONLY _NSB_CCL02719 PR OJ ECT DESCRI PT ION IH$1ALLAJIOH Of ANEW 5lf1: 9UID, UN"""'HNED 18.ECOf,M\Ut•IICATIOIS FACIUTY, CQ.l~OfntEFOl.toWlHG: 1. HIHGPOWER/TELCO/RIERTOIHESIEl<>C-'1lOH 2. IHSTAl.l lllNEW :I0'4''X 11 '-e(2l0SQ.FT) EQU.l'MENT 5.HELTHWIOIHEWATl.1 IHOOOIIEQWMENT 3. ::.~ 11) JOkW,OEEl CENEAATOR LOCATED WRHIN pJO SQ. FT) EQIJIPt.'J:MT ~ IHS1Al.lHEWl4'HBG+fTEXTEHSIONIOSTEAI.ThMOHOEUCALYl'nJSTltEETO ...CCOWJOO.I\TEAT.I.IANT8<fl<l~EQIJ,fMENT MAU (12jl'ANTENtW 14PERS£CTOIIJ & 1211 UH'S 17PERUCTOltj ll'ISIALL 111 NEW COMCA8l.E BRIOCE IMSl'Al.l HEW l'OMR I. RIIER CAIi.EI RIOM IHE EOJPMENT AAEA TO EACH ~""' INSTALL (1) OC&OOMEJ>tEACH.I.ECTOR NEW •176' LOMG. Y'Cll'400IT FROM UIS'TING Llt40ERCRC11t<I IUCTRICl,l P.0 .C. TO HEW ATI.T EGl!PMEMT 5.HB.TBt WITHIHNEW 7 WOESHAAEO El•.SOA:NTWITHTELCO 10. MEW •17(!/lONG.~CONOU!T RtOM £.IO!llliG TElCO UtiOERGROUJI.D VAULT P.O.C. TO NEW ,..,1,1 EClJPMENT SHEi.iSi WITNIN" NEW 2' Wl0£ SIV,l!EO WEMEMT WITH POWER I I , NEW 12'WIOE , • 1..o"LOMG ACCBS fASEMEH1 TOUEwmtN P"Rll:NCLOI 12. RB.OC.-.TE '91:RIZON N,11™H.<. TOHIGHlR AAOCEW!Bt . CODE COMPLIANCE Mobility FA#: 10575109 PTN#: 3701A05RR8 USID : 146847 PRO JECT INFO RMATION Property lnlormarlon: Site Namo: CENlll:AL CUPEll:TI1'0 11:ELO CCU2719 Sito Number. CCU2719 SlteAddtcs.J: 10300l0RREAVENUE CUPEll:lNO, CA 950 \.4 A.P.N, Number: 369.31-033 Current Ute: COMMUNICATIONS FACll.nY t'ropaeo Uie: <.;OMMUNK.'.ATIONS FA<.;11.ITY .JvrlJdlctloo: CITY OF CUPERTINO LoNtvde {NAO 83): 37" 19' 08.92" Longllvcle {NAO B3J: 122" 01 · 40.Sr Grovr,d Elovollon: 225' AMSl (NAVO 881 VICI NITY MAP Propaty Owner: ClfYOfCUl"lill.TIHO 10.>0010Rl!E,..V&IUE CUPERTNO.C,..9501<1 Power Agency: PG&E l)t([«llj2'1,6373 :~ .. ~phone Agoncy: 11:FOS VERSION: 1.oa.00 OIITE: 03/16/1• All. wo• HID W.TSWS SHAU. lfl'lltlOU,1,K!AHC)Nff...wt) .. ACCOIIDAliCf \'IIT11 n«cuB&1TmmoMS01THePOU.OW1NocooaASAl)()l'l!S)1YM!tOCA1.0<N"N1HO It A.UTHotma IIOl'HNG f< itaf'I.ANJ 1$10 lfCOllffltUl!OlO l'llt~ WOUNOI COHl'OIIMIIIOIOTt1!5!COoe1 11 :i~t:""n:!tM /J)l,tlNl$ttAT!VfCODt. cw.m, IO.IAAI I, nu>oCOOl!Of 21 Zll3CAl.fOlll"*'IIUlll)IH0CODfiCl,CIWIIHC,..Ul'OltHV.At,OttlOl,<&.'IS,IASeDOII !d T! --, -·1 l I j I:, I! r·---ll11!2112aC cMl'T2.YOl.l,2) 2j Z13CAl.fORl<lAll:l:lO~CG0e !CltC)Wnl11>1,0.0DCN,IATIOCOVHS,IAllD OHTIC201211C(IAAl'UI <II Z113CAl.fOlll'fl',OllffiilUlDtlCIS.f!AAOAIOSCO<XfCALOllall)!IAIIIIJ IAl'l'tca&leta'll'IOVOONSOHl.~I ,I} 2)13C•U'OtH"*'ll~COOl!IC'Ct,...XOOHTHtZ1211'C,Wl!N~lA. Mll!HOMttm"""'J 'I ZllCAl.fOINV.MlCHAKCALCODflCMC),L\EION 1Hl!Zl2UMC "AIT4) 7) ZlllCAI.ICMt""*' PW'41NOC0Df!Cl'C). e,.,.i;l!QOHlNl!Zl2UIC"Atl~f fl Zlt3CAl.fOll1'Mt!l.fCTIICALCOOl!1Cfe)Wlll1CALNOltHi..Af•l&U)•••llitS,IA.:ll!O OHM!2011Nf<:l'AAl.11 II Zl3CAl.f01--<J'l"COOl!!C!C~IMT6 llll NUl/flA.ll,<,.%Zl,Q l:2)Zl!lMt'IA72.IIATJOIAl.llltAV.lt~COOI! 13J:lCl\3NfM13,l'lftJl'IIIH(lfllCOOI! OCCUPANCY AND CONSTR UCTIO N TY PE ACCESSIBILITY REQUtR:EMENTS ,,..ocu111>UN-l!ONIONOl''OltNUt,Wl....al!An:lN,ACCl:S.llllUl'l'ISNOT~U1•a:> ISC1C211'-SfCOOH I ta.203.~ fLll,llll!)ACCUl Jl'ACrJ --r I J ! ! :: ... " -== ._ l- ::::· : -~. :-,,.;.i I l f --! :.~- ! ! -· --\ l --.~ • I "' ; ., •,., -· !' -J-..',-.:.;:.-41 :;~~N if'' I I ) Al.CH! I --1 -. : t-'. .,./.,,.,,! I ! ·--. • I !'"=: t 10300 TORRE AVENUE CUPERTINO, CA 95014 JURISDICTION: CITY OF CUPERTINO SITE TYPE: MONOEUCAL YPTUS/SHEL TER PR OJECT TE AM Appllconl / Le.ssoo: All.TMOIIUl"I' !UXANDE.11. WUON-OCIOIS M:11 ExacuavtoPcrtwcr,,,<IW6«H SonRomon.CAP"663 EMOJ..:odl22s,9on.com MOUel<1Uij627-tl7' ;_~~~rlonMgr.: VNCUI.UMI SUYICU, NC. ('2~J 17'"'127 dtlcO~l.01\I.C om Sito Acqvislrion: lEE.S,\C,C&40El J6~uctul!E,MTHERS MOIU:1~16)~ lglt!'IClll.~.COM Arch!lect / Engineer: ~WHITELEY.BT ALE,ROJECT_.~R ..ISINRV.STRUC:l\llll;PAATNERS 11508AU.Etv.8lVD.SUffE259 AL>.MEQA.CAl"601 MOIIU:f&,)1 J62,M,O,I& MMelflY1t~.COM =~N~g.: J!lffflV<SlRUCTURE,AATNERS M:IIIILE: 1<116)6Jl.lMO EIMl: mhll •J&IP.COM : .. ~~e:r: CI.SHAl!l.ADA (925/343-601' ,mo1: gl24119ATT.COM VI C INITY M AP • ZOOMED ==::.'C. •TELOCAroN~ = - -::;.~ --·~-· APPROVALS SHEET INDEX l-1 TIQESHEET T·2 STAlEMENT OF SPECIAL INSPECTIONS C·l TOPOGRAPHICSURVEY A-1 OVER.AU SITE PL AN A-2 EXISTIN G ROOFTOf' Pi.A N / ENLARGED SITE PLA N A -2.1 PROPOSED ROOFTOP PLAN / ENlARGED SITE PLAN A-3 EQUIPMENT AREA A-4 ANrENNA PLAN A-5 WEST EL EVATION VIEW A-6 SOUlli EL EVATION VIEW D· 1 EQUIPMENT DETAILS D-2 FOUNDATION DETAI LS D -3 DETAILS E-1 ELECTRICAL & GROUNDING NOlES E-2 SINGLE-L INE DIAGRAM & PANEL SotEOULE G-1 GROUNDING DETAILS G-2 GROUNDING PLAN GN-1 GENERAL NOTES GN-2 SITE SfGNAGE GN-3 MATERIAL SAFE'f;Y CATA SHEET & LEAD AOO 8Affi:RY • 1 GN-4 MATERIAL SAFETY DATA SHEET & l.£AOACIO BAffi:R:Y ·2 DIRECTIONS FR O M AT&T L.>IRE(;IIOl-ti FROM Al~t1 CIRC.;f AT 5bU1 EXEUJTM PARKWAY.~ lt>M<JN. CA 1. H~SOUTl10HlAHU....0NV~ILVOIOWAmDeel,W00010o.lMI 1 lllltHUJTONTOC.tOWCNol'IONflDIJHT .l. Mfl0(0!{10!i.lllSVi..THt .... lll'°JANJOJe22.JMI -t. 1....:e1111!...m10llllYO/.SlA'll!U>lll!2CIDgTOWA10i.4,SlQ.2~-i.eos $ ~IIOHTATniff'Ol(.IQ.lOWSION.S,ORMl!JtON Ii.YOW ANO r,otl!OfON!OMISSIOtl l<VOO, " ~~~Al1Hl!,ot,:.,01.LOWSIOHSPOll~ATl!MOllav.NJOStAHO...ao tONTOl.800S 7. 1Al:tlHfCC~Olff01<:100NT0WAIOW-..CISCO.aMI I. TAUltlfWCVUQ.\OOl'IQ.3MI 'TU,Nltl'TOHIOHWO.,tl00.6MI 10. TU,H,ICHTOKlOS!t'>'l:l'ISClr:t,;li.V00.7MI II T\JIHL810MTOlO,flltAVIDtslf<AT10NWU.UOOllitL!1TO•MI 1!s1NFRAST1IUCTURE l HH•• W •ft •~ J lr-B 0 0 AT&.l SJf NO: CCU2719 0 0 PACfNO: MRSfR00763S ~ ORAWNIY : PS O o-ir:ci:ton: JF 0 0 0 0 0 0 0 0 fit 11AV01111CINOILAWOOIA ... ,_1.WUUlllrl'M!l,C,NO ..i-lHlOI ICIOHOIAIC-C> ,.aimo1W.11a .. ,.10 .. 11ollu -- SrTE NUMBER: CCU2719 OJPERTINO ClY HAU. 10300TORREAVENUE CUPERTINO. CA 9501.ol SN,ttm.t: ...... GE NER A L CONTR ACTO R NOTES T'G ~T TITLE SHEET lWINO/ WIOLOl:0: 00 NOT SCAI.J: ORA WI NGS lONHO ttefOIAWliOSAIOOfMllll'fDTOll!,UIJ.llfAl2'1'>:M" COIITRACIOC Sl-tftTNUMefll: COtffltUCTlOH. !.IW.lY(llll"IAU.h»ISNIOEIOSllt!O!)a,,91lllOt4NIOCONOlf!OtUOK T 1 THl!JOIJ!'ll!ANDSW.U-ll!LlHOmMAltCltll?Ct/&IOH!BH - fflmNOOt'AX'IDISCltelNlCflWOl:t•.OC"°'"°-TteWOllCOC 80"227 2600 W.Tl!IIIALO,Dell:SOlll!"Y'ON:IIW!,OlllNl!lAMt. V" " c.~""'~°""'"-~ Scl\mt11ol!,peu11111,11f!CUon,, ,.,,J.tl .,..ot>1.,,,•lloncf-kby.,,•P1110-1Ptt;litlh11o.ctorlllflllte!M-k i1 toei"'-1°'""" 111wffloa•1oll1tov11 onol-k 1W •11•P1NOwtolll>t<i•llmpec:io,""'-•int...,..ll.1Y1 -o.lorMtd • I\C ll!he"'"""Ml(IIIOl-•k. 1101rad l111ho,•pp,oor1uico1u .... otn0Cf'lelhe'"C"c0fl\t1111-or'Yptrlod'<.l"'P«tlor1 0.-0IO!>IIIM:11 ... IJ ll'lal l,1U',et1_ .. _,l(b'""Of-l!ftflc;""'Ul<dtt•red,1110-01 __ _ -•11'<,1•..-cft'I !>1,nd;uo, iflO!nle the 1ppllc1bh:r•lf'C1111•N1ard ~11;,0<abl~ 10 UM cr,•la ,_""" •rel h1Q utoc.v of ll1t1pt'tl,! ,n11>Ktlonor ... w,..,eq..,,l'd Ad,cl,to ,,.,.I _ .. ,....V 1,t;n,:1..o.,d,n cN1 boo.clt'\OU 11tf•fll<"t'l(·y °' 1111,«Hon• or tf'IC' 111ttlll lr1PtU on f.lt"(Y ,~pon1lbl f for lho! P11f1in1h• ,oui,«tion l!fffl A.d•t1on,1 d,uh ...,..,01n,,,..-11.,... 1rd w.ll .,.p,.,..1-1111Mp,eJ«l 111«,H<1b.,,., o, e,c,ICJ-ll'•dr•""'"'I• Verification a nd Inspection 1704.3 Steel Construction: 1704.4 Concrete Construction: IIIIPftli""'ol ,einlo,(t ... $1ff(,l"(h1dln1o•ofl' .. li"41 1ffldoll1.1nd pltc-1 1n1ptn onol ,n,;1>Qu m1,1«1 111i..•drtdcon<•~• ,V.,.llv u"°''fQWWCMlli"1rnl~ Att"-t'ffilf•n ll conc:,11otl1 11~ec1a f1 brlui.111«ltNM for 11,~1 .. ll.,P"fto•m•l-•r.d•l•nni...o11.-.11.a 1>11~1N...,. 11>c,~aturcoft1>c,conc,tU X If I Notes / Referenced Sta ndards Re q'd -------i-t-~- l,UPtU lor-k fo, 1t-ai:N.loullo,, ,...,,s;,,_11-ol !M '""''"',,_.,. .... '°'_ 1704.7 Verifi cation and lns.e_ectlon of soils: l'rl0<10lllat...,.ol,Oft1)alt1"Nlfit •.ot,1 .,..,utw1oe111<1 -,ly \ha l llt J\H-JW'f!<9"p<OjW1 1704.16 Smoke Control : 1707.7 Mechanical a nd e lcctrlcal com~ents: M (l\of1,e~~r-:-;,,i~1 for::..m<y:l1lndby:_. ,-, X1 · ·r·-·- !•'P--· I I X IM ~!h.'15i!'_ol1_11t.l'IO'l lfCloui.t •hct•'t •l RQ<'l-1 GENERAL STRUCTURAL NOTES 1. NOTES ANO DETAA.S ON DRAW!NGS SHAI.L 1,IJl(E PRECEDENCE OVER GENERAi.NOTES. 2. NOPIPES. DUCTS. SLEEVES , CHASES .ETC •• SHAI.LBE P!.J,CEO INSLASS.SEAMS. OR WAU.S ~ESS SPECIFICALLY SHOWN OR NOTED. NOR SHAI.L l>N'f STRJ CTURAI.MEMBER BE CUT FOR PIPES . OUClS. ElC .• UNLESS OTHERWISE NOTED. CONTRACTOR SHALL OOTAJN PRIOR APPROVAi. FOR INS'TAl.1..ATION Of~ ADDlllONALPPES. oucn. ETC . 3. THE CONlRACT DRAWINGS AND SPECIACA110NS REPRESENT THE ANISHEO smu~E. ALL MEASURES hECESSAAY TO PROTECT THE STRUCTURE. WOIU:~ ANO PEDESTRIANS DURING CONSTRUCTION ARE THE Rf:SPONSl611.11Y OF THE CONTRAClOR. SUCH MEASURESSHAI.L INCLUOE. BUT NOT BE LIMITED 10. BRACING. SHORING FOR LOADS DUE TO CONS'TRUCTION EQUIPMENT, 1E~Y STRUCTURES, AND PARTIAi.LY COMPI.Ell:D WORK. ET C . Q8.SERVAllON VISfTS TO THE SITE BY THE ENONEER Of RfCORD SHAl.l NOl lNCLUOE INSPECTION OF SUCH ITEMS. "· Tl-£ FOl..lOWJNG REQJIPJ:MENTS SHALL BE Mf1 FOR SPECIAL INSPECnoo: M SPECIAL 1NSPEC10R SHALL BE Uf\OER THE SIJPERVLSION OF A REGISlERED PROFESSIONAi. ENGINEER. M SPECIAL INSPfClOR SHALL F~H INSPECTION REPORTS 10 THE ENGINEER Of RECORD, A/'>O OTHER DESIGNATED PERSONS. All DISCRa:'ANCll:S SHALL BE BROUGHT 10 THE IM'l,(ED\ATE AllENTlON OF lHE CONTRAClOR FOR CORRECTION; 1HE N IF UNCORRECTED. TO THE PROPER DESICN AUTHC>Rm' AND THE BUlDINC OFRC1AI.. 1K SPECIAL ~CTOff SHAU SUBMIT A ANAL REPORT SIGNED BY HMS Elf STATING WHETHER THE WOR'I( REQUIRINC SPECIAi. i>lSPECllON W>J tN SUBS1AN11AL CONFORMANCE WOH H APPROVED PL.ANS ANDSPECIACAllONS ;J,,O THE AJ'PUCABLE WORKMAN.9-llP PROVISIONS OF THE LNFORM BU LDING COOE. STRUCTURAL STEEi-NOTES l .AI.LMAlERIALSANO WORKt.W,!SttP SHALL BE IN ACCORDANCE WITH lHE LAlESl REVISEDEOOON OF THE AISC w.NUAI. OF S1EElCONSlRUC110N. WHICH INCLUDES SPECFICATION FOR STRUCTURAL SlEEl BUILDINGS. CODE Of STANDARD PRACTICE ANO AWS STRUCTURAL WELDING CODE. IDENTIFY AND MARK STEEL PER C&C 2203. 2. STRUClURAl. STEEL SHOP DRAWINGS SHALL BE Rt:VIEWED BY THE ENGINEER/ AACHTECT PRIOR 10 FASRICAllON. 3. AU. EXPOSED WELDS SHALL BE AltED AND GROUND SMOOTH WHERE METAL COULD COME IN CONTACT WITH THE PlJ!ll.lC. 4. NO HOLES OTHER 1liAN THO~ SPECIFICAI.LYDETAILED SHA!.l BE AI.LOWEDlHRU STRUC'!URAI. STEEL MEMBERS. SOll HOI.E.S SHALL CONFORM TO -'JSC SPfCIACATION. AND SHALL BE STANDARD HOLES UN..ESS O'THERWISE NOTED. NO CUllW>IC OR BURNING OF S'!RUCTURAI. STEEL Will BE PERMITIEO WITHOlJT PRIOR CONSENT Of THIS ENGINEER. HOI.ES N SlEEL SHALL BE DRILLED OR PUNCHED. ALL SLOTTED HOI.E.S SHALL 8E PROVl)£D WITH SM001H EDGa. BURNING OF HOLES ANO TORCH c~c Al THE SITE IS NOT PERM TIED. S. WELDING: CONFORM 10 AWS 0 1 .1 . WELDERS SHAU BE CERTIFIED 6. BOlTING:ASTM ,.;J07 BOlTS SHAU 81: INSTALLED '~NUG TIGHT' PER A1SC SECTION RCSC BfC).ASlMA325BOlTS SHAU.CONFORM TO RCSC SECTION B IOI. 7. FABRICATIOO: CO>l~M lOAJSC SPECFICATIO>ISEC M2 ''FABRICATIQr,r' AND AISC CODE SEC 6"FA8RICATIONAND D8.IVER'l".PERrORM WORK ON PREMISE3 Of A FASRICAlOR AJ'PROVED BY ff BUlOING OffiCIAI.. 8. CAJ.VANl21NG: All EXPOSED S1EEl0U1SIOE lHE BUILDING ENVElOPE SHAll !lE HOT-OIPP1:D GALVANIZED. APPLY ARD lOUCH-UPS PEIi: ASTM A153. 9. MATERIALS SHALL CONFORM lOlHE FOLLOWING SPECIRCAilONS: ANCHORBOtlSfll:0DS: BARS &PlA1ES: BOllSNWOOO: BO. TS · HIGH Slll:ENGTH: C·. M.,AND ANGLE SHN'ES: ASTMFIS5".Cll:ADE3" ASTMA36 ASTM>.307 ASTM A32SSC OR A3l5N ASTMAU 0€FOR\olED WELOID WIRf; FABRIC: ASlM M 97 GROOT: E.v.BECO OR EQUIVALENT 01HEll:S1RIJCTURALSH.-PES : ASTMA36 FRP NOTES: RENFORCING BARS {WELDED): REINFORCI NG BAAS (REGIAARJ: SMOOlH WB.0€0 WIRE FABRIC; STEEL GAAl lNG: S1EElPIP1:: TIEWIRE; TUBE STEEL &Pf'E COLUMNS: W-SHN'ES: WELDING ELECTRODES: >JTM A70t.. GRADE 60. DEFORMED BARS ASTM A615. GR-'OE 60. DEFORMED BARS ASTMA18S ANSI/NMMV. '-'BC 531 -00 ASTMA.S3.GRAOEB 11,,5 CAGE OR HEA.VER. Bl.ACK ANNEAi.ED ASTM ASOO, GIW)E !l ASTM A992. GRADE 50 E70X.IC FOR STRUCTUIW. STEEt eeoxx FO R REINFORCING BARS El,OXX FOR UGHl GAUCE ANO METAL DECK 1. ALL ABERGLASS STRUCTURE SHAPES MUST BE MANUFACTURED BY A!lERGRAlE OR STRONGWEll fOR APPROVED EQIJAl.) Al>O ~l BE PUNCHED OR SHEARED. Ait SAWC:UT5 &. QRft.lED 804.1 HOI.ES MUS'T BE SEAl.ED WITH EPUXY. CONSTRUCTION HOURS: 2. Ail ABERGLASS NEEDS 10 !lE PROTECTED WTlH W COATING, IF EXPOSED TO ORECl SIJNUGHT. 3. ALL o\£TAUIC PARTS (Sl'RIJCTURAI. STEEL SHAPES. BOLTS ElC.J NIJS1 BE KEPT BEHINOTHE ANTE t-NAS . .t. USE S/8' DIA. FRf>lHREAOED ROD FASTENERS FOR AU CONNECTORS. BY ABERGRATE OR mONGWELl OR ~VED EQUAi.. 5. MNIMUM FASTENER EOCE . OISTAN:E AND SPACI NG, UNI.BS OlHEll:WIS E NOTED: 8'ID EDGE DISTANCE . 3 X 06 SIDE EDGE DISlANCE • 2 )( DB PITCH (SPACING I . 5 X DB t,. Al l FABRICATIOO IS GOVERNED BY STRONGWElL DESIGN MANUAi.. OR APPROVED ;:QU-'J... 7. FRP PANEt SHAl.t BE BY ABERGRATE OR SlRONGWEtl OR APPROVED EQUAL. 8. BONO /CKEMJCAI. OR MECHANICAi.! BElWfEN ASEll:GRATE AND RSERGLASS SKIN TO 3E SUfRC~NT FOR THE MATERIALS TO ACl COMPOSOElY. CONSTRUCTION HOJRS SHALL 8E tlMITED 10: 7:00 JW.. 7:00PM wor-OAYlHROUGH FROAY B:00 JW. · 6:00 PM SAlllRDA YS NO CONS'TR\JCTIO>I 1'1:RMITTED O>ISUl>OAYS ;J,,O HOUOAYS PREl'AREOFOR ......... ~at&t ""==· Moblllly 6CI01b&c....,..,crtwav.~WS8:ltl S011 •omon.Colrarnla t '613 ~JN:~~S:'.."~C:U!E [::U27l91 AT&T ue NO : CCU2719 MC:e NO: MRSFR007635 OAAWNBY : PS ~c~eot'I': Jf 1, .. VOIAH)IIOll .. WIOI'""' ,m<;o,j,...ua,i-~1 ,c,,,o -WOni:IONOf .. t(-D ,tC1mDo101.1>a-,1;10 .. 11u1111 SIT E NUMBER: CC U2719 CUPERTINO OT't' HALL 10l00 lORRE AVENUE CUPERTIN O. CA 95014 I [ -~;~~EM ENT O F SPE C IAL INSPECTKlNS ("""T:2 I I •• I ~-II I ~ 1 !1 1!1 11, I i I -. • I • ·U I• h 1• i • if -Ii i. si 's l Ti • 111 2 •• • u ii 'i! !!, !! ii n !I ~h 111 !j ;! Sf ,~ !ii d i, ·1 ~ ~ . h ·1 ii! ul ,.11~ I . u I j! :1 ·s h 'I I d p ,,; H-11B i !! I r 11• l 1• t ! ll !J •Ii !i !~: tll f ! I". I!• 1d '!! 11! ~, :, "t, Ill ~ !1 I 1~1 b~ !uh; h 'I; I Jn i: ;. 0 • " ® e 0 a l :; 15 §::C" i d .. ij ~ 1iS I S• Ix! I 1ll , •• • •I r!i l! ~ !! ,;: Ill I .;. ,,1 ~ r• ~~. i . ' r -v~ I " p 1· 0 I h -ij z = "I l•( I· ~ ! :i l ii: ·Ii a.b :rs leb .. t i Q. I : !jH~I .. ,_ ~ i, a • I ' -i•= Ji ~!Hi ii I ~~-.. ~a"! ~ :ll§1ifi!li t A.JU.SCALE 1"•20'-0' HAlF SCAL E l'\a,A()'.(r EXISTING UNDERG ROUND VAULT; PRO POSED AT&T POINT OF FEED FOR FIBER/TELCO {E) ELECTR ICAL UNDERGROUND VAU LT , {NJ AT&T POWER P.O.C. IN) 5' WIDE AT&T POW ER & TELC O JOINT EASEM ENT FROM P.0.C. TO IN) AT&T EQU IPMENT SHELTER; • PROPOSED 4" TELCO CONDUIT FROM THE EXISTING VAU LTTO THE PROPOS ED AT&T SH ELTER {E) APPROXIMATE LOCATION OF VER IZON UNDERGROUND UT ILITIES ADJACENTTO {NJ AT&T UTILITY EAS EM ENT IE) APPR OX IMATE LOCA~ION OF BORE PIT FOR UND ER GROUND UTILITY ROUTE. BY OTHERS {NJ APPROXIMATE LOCATION O F BO RE PIT FOR UNDERGROUND UTILITY RO UTE {NJ 12'-0" WID E -175' LONG AT&T ACCESS EASEMENT THROUGH EXISTING PARKING LOT -EXISTING BU ILDING - -EXIST ING BU ILDING - '$; F~ -EXISTING PARKING LOT -F, O VERA LL SITE PLA N L J I II / I I I, I, : I I I ~ 1 '::i 1 Ii I 10 : i 8: I I I I I I I PROPOSED AT&T 30'M8" SPLI C E BO X 27'-3" • SET BACK FR OM PRO PERTY LIN E TO TO {NJ AT&T GE NER ATOR {NJ 20'-0" X 11'-6" AT&T EQU IPM ENT SHELTER, REFER TO SHEET A-3 FOR MOR E DETAILS 35'-1" • SET BACK FROM PROPERTY LINE TO TO {NJ AT&T GEN ER ATOR IE) PARKING LOT & LOCATION O F IN) AT&T SITIETEC HN IC IAN PARKING "---IE) TR ASH ENCLOSURE PREPAAEOFOR g. at&t "=-MobWly 60ll&.tc-,<rtw01.~W68:)N )on~amon,Ca!lotnla tol68G ~~~~~~~~~:.1!E 1::U27l9 l AT&.TSl tNO: CCU2719 PACe NO: MRSFR007635 DAAWNIY: PS Oll!CKeOIY: JF 11A V0 .... IQHOIU.WIOl•lff , ___ .... ,...:,"° ... C*'IWCONCIONOI ALC:-D PtCWID0-1>0 .. ~10 U !fr .. l -· SIT E NUMBE R: CC U27 19 CUPfRTI NO OlY HALL 103DO TORRE AVENUE C UPERTIN O. CA 9501.4 H '1 TIU: OVER A LL SITE PLAN A-1 t 0------------------- IE) ACCESS GATE, BY OTHERS (E) CONCR ETE WALKWAY IE) VER IZON WIRELESS EQU IPMEN T AREA i ~ -- (E) VER IZON WIRELESS COAX CABLE BR IDGE, BY OTHERS DD a c::J D U -7' VERIZON lEA:lE AREA ~ .~ § i t IE} TRASH ENCLOSURE IE) 55'-0"HIGH'i MONOEUCALYPTUS (E) PARKING LOT & LOCATION OF (N J AT&T SITE TECHN ICI AN PAR KING -EX ISTING PARK ING LOT - ~ :llLSCAI.E 1/.f'• 1'-0" I ~ ~ ~ i I ~ 1 'r -5" VERIZON I.EASE AAEA ;u·.5· Vl:R!ZON lfASE AAtA I I I I EXISTING ENLARGED SITE PLAN HALFSCAI.E 1/8'•1'.0' I I I I NOTES: 1. FOR THE PURP OSES OF THIS DRAW ING, IT IS ASSUMED THAT VER IZON WIRELESS HAS COMPLETED THE INSTALLATION O F A NEW 55' TALL MONOEUCA LYPTUS TREE , SHOWN AS EXIST ING ON THESE PLANS . VER IZON WIRELESS IS IN STALLING TH IS NEW TREE UNDER SEPARATE PERM ITS . 2. MONOEUCAYLYPTUS TREE BRANCHES NOT SHOWN IN TH IS VIEW FOR CLARITY. IE} VER IZON WIR ELESS LEASE AREA (E} IPE WOOD SLAT FEN C E I I I I /,' /,1 • I / ,? ;/ ;~ I ,'/ /;· // ;/ " / ,f IE) SOKW DIESEL GENERATOR ON 6'-0"X13'-0" CONCRETE SLAB (VER IZON WIRELESS} 'O I I ~ I l EX ISTING S'·O" WIDE nooD CONTROL STORM DRA INAGE EASEMENT I ~ j EXISTING 10'-0" PUBLI C UT ILITY / ~EASEMENT I PREPARED FOR ~at&t ~-Moolllly 6001(,..c:utt,,,,f~.~W660H son •ornon. eouomta t"683 ~J~:~1~:.~~!E 1:~:27191 AT&T Sift NO : CCU2719 PACf NO: MRSFR007635 OfrAWNIY: P:i OICC~tOIY: .JF 1,4VOl,,,10HOILAWH>l•lll' , __ _,,,..l...:'IMO -1111011,:,c,wo,,.,c.ao •te1111SON0ilMD .. l10,.UllltOI --· SIT E NUMBER: CCU2719 CUPEA'TlNO OT'f HALL 10300TORR EAVENUE CUPERTINO. CA 95014 EXISTING ENLARGED SITE PLAN ("""A·-2 t D------- (EJ ACCESS GATE , BY OTHERS (EJ CONCR ETE WALKWAY --- (EJ VERIZON WIRE LESS COAX CABLE BRIDGE, BY OTHERS Dt:I DD IWJ ~=1, D c:::J D Zl'-1"\tfRIZONlEA!iE M~ f ~ i ~ (EJ ACCESS GATE / ///,//// // /,/// / /'/.· '> '> 'i // ~// //////,/ '/, /~_~, // 0 //{i~(s4 (eLGSU{E/_::I,'./. :_ '/_'. ·/> IE(ss,~11f9fi'/'.-' /;,../;//////<;/ '//, / / // //, ./, -'// ///·.// / .. /, i',,-/,M9N?EU<;fr-LY,iy;~s '// / / /,//. · / · / 1 /, 1 I </,/ /// "_,, /</ / / /,,. // .. ,/ // // /;, // /;// //~ / ~/ //// , / / / I ..-//' . / / / , / / .· / . / / / / / ~ / / / / . . / , . , /,////'/ , / //' /,,,;, /(El PAIWJ)lG,LOT &'LOCA'!JON OF 0 . ,, . , / %/ // / / ,,:. / ., , / ·.. / / / / / / )NJ AT&T.SIT,E'T',..(HN IOAN PAR<lt-(G'/'. // / / / /. . / / /'./ / / / ' / , / / ' ' . / • ~ · / / / ,I · ,. / · / ,1 / , ·', ,· // // ' / //·. ''., / ,' /,-,// // /'i· //. / / ,,/, // .//. /, // / ,,. .. ,I / /. '/··// ,,. .. ,., / -EX ISTING PARK ING LOT- I I I I I ~ I I I 'lllSC>J.E 1/1'• 1'-0" __ ...,..,,..,,.,_._;;;;;;i'" HALFSCAI.E 118"•1'-0- PROPOSED ENLARGED SITE PLAN I I I I I I I I I NOTES: 0 • w1NG, IT IS ASSUM ED THAT 1. FOR THE PURPOSES OF TH IS D"~" VER IZON WIRELESS HAS COMPLETED THE INSTALL ATION OF A NEW 55' TA LL MONO EUCALYPTUS TREE , SHOWN AS EXIST ING ON THES E PLANS. VER IZON WIRELESS IS INSTALLING THIS NEW TREE UNDER SEPARATE PER MITS. 2. MONOEUCAYLYPTU S TREE BR ANCHES NOT SHOWN IN THIS VI EW FO R C LAR ITY. I I I I I I I' f t I I I I / / I j PR OPOSED AT&T 30''x48" SPLIC E BOX (EJ IPE WOOD SLAT FE NCE (NJ 30kW, DIESEL G ENER ATOR I. ,'/ l· ,1 ) ;/ ;+ ;/ ·" (NJ 20'-5" X 11 '-5" AT&T SH ELTER , SEE SH EET A-3 FOR DETA ILS (EJ BOKW DIESEL GENERATOR ON 6'-0''Xl 3'-0 " CONCRETE SLAB PREPAA:EOFOR .__, ~at&t "=• Mobility IIOOI E>.cutw,-.,.,.~W$60H Sontamon.Ccll """" t..u:i ~~~:~~~~:.1!e 8 ATa..1 sw, r,.o : c cu211~ MRSFR007635 PS JF ,1 .. vo ... 1CH01 1-<1WIOI ""' •.WO.lo>IIIIS"'"'""'•·•cn,a -MOt«:lCHQIA lC-0 •1oomoow.1M1 >G t10 ... 1,rn,1 --· SIT E NU MB ER: CCU27 19 CUP ERTINO OlY HAU. 10300 TORRE AVENU E C UPERTINO. CA 9SO U »iftTTIIU:: PROPOSED ENLARGED SITE PLAN $HtflNUMKR; A-2.1 !NJ AT&T COAX CABLE a"'i BR IDGE ~ IEJ VER IZON W IRELESS COAX CABLE BR IDGE, BY OTHERS Rlll.SCAI.E 112"•1'-0" ......... __ ... .,.. ....... '" HALFSCALE l/4"•1".0' G) PROPO SED 23" RACK ITYP. OF 3) ® D IESEL FUEL SP ILL KIT ® TELCO BOARD 0 C OAX ENTRY PORT 0 COAX CABLE BR IDGE AUTO TRANSfER D ISCONNECT i "" "l .....,__..,..._-_:,_-o----o----.T-<>---o--,---o--o--~--1~4 -fL,__-0-----;:==~--<>---<>---o--c>--o---<,__-<>-_,;---INJ 20·-o"x 1 r -s" AT&T ~-~A... ,! I ii SHELTER , SEE DETA IL BELOW 1:.!'-0' BB~ l PROPOSED EQUIPMENT AREA " ;!! ? ® @) 0 •-O" ~ (8) AC PANEL @ OUTDOOR SPOTLIGHT @ FIBERBOX !NJ 30KW D IESEL GENERATOR RELOCATED IPE WOOD SLAT FENCE @ INDOOR CIENA MOUNTED IN 23" RACK @ PROPOSED SIAD @ PG&E METER SET © 0 © 30kW,1 90GAl. DIESEL GENERATOR@ D -3 ©@,8.~ ~~BoWµ SHELTER DOOR © GPS ANTE NNA @) HVAC ITYP OF 2) @ CAMLOCK GENERATOR PLUG @ CONCRETE S'x l 4' STOOP @ TELCO BO X -POC ® L____ @ RJLlSCAI.E 1/2'•1'-0' PROPOSED EQUIP M ENT PLATFORM LAYOUT HALFSCALE 114'•1'-0' PREPAAEOFOR ~at&t "'=· Mobility 6001EMc-,artw,;,y,~W$1l>n J.ontomcr,,Callomlot4613 ~~N~R~S:.~c:i!E 1::U27191 A1&.13ff!N:>; CCU27 19 P...Ct NO: MRSFR007635 OltAWNJr : PS OleCi:tolY: JF 11"¥°""10..0l'-"'W IOI AIII' ,._IM&S-AIIM:'INO -11110..:10No1 .. ,c-o "°"IU~IH0 .. ._10,.llll ... l -- SIT E NUMBER: CCU271 9 CVf'EJnlNO cnY HAU. 10300TORREAVENUE CUP ERTI NO, CA 9501.4 EQUIPMENT AREA ['=A·-3 t :ULLSCA1.E 3/4 '• l'-O' HALFSCALE 318"•1'-0' NOTE: INJ 8' HEX PORT PANEL ANTENNAS MOUNTED ON INJ CROSS ARM /PIPEMAST, TYP. AL L SECTORS IN) DC-6 SURGE ARRESTOR DOME, TYP. OF {1 J PER SECTOR INJ 17) RRH 'S LOCATED BEHIND IN) AT&T ANTENNAS: 7 RRH 'S PER SECTOR , 3 SECTORS, 2 1 TOTAL 17) RRH'S PER SECTOR. 13) SECTOR TOTAL, 12 1) RRH 'S TOTAL ~ ~% ~0,'1'_,, ~v' ~ 11 0 0 /;f NOTES: 1. FOR THE PURPOSES OF THIS DRAW ING, IT IS ASSUMED THAT VER IZON WIRELESS HAS COMPLETED THE INSTA LL ATION OF A NEW 55' TALL MONOEUCALYPTUS TREE, SHOWN AS EX ISTING ON THESE PLANS. VER IZON WIRELESS IS INSTA LLI NG TH IS NEW TREE UNDER SEPARATE PERM ITS . 2. MONOEUCAY LYPTUS TREE BRANCHES NOT SHOWN IN THIS VIEW FOR CLARITY . IN) 15'-0" HIGH TOWER EXTENSION TO ACCOMMODATE RELOCATED VER IZON WIRELESS EQU IPMENT ~-------PROPOSED 2" STD PIPE, 8' TALL, TYP ICAL OF 112) s1oc10~ ~\-\SCI' ~---------PROPOSED CROSSOV ER KIT , TYP ICAL OF {12), COMMSCOPE PART #XP-2030 PROPOSED 3.5" O.D ., SCHEDULE 40 CROSS-ARM, PROV IDED BY TOWER MANUFACTURER ~,oq~,,~,~ ,~,~- 52' RAD CENTER PRfPAAEDFOR ~at&t "=-Mobility 6COlb.c--,Gn(WOV.~W6$)11 son•,:,rnon.CoU<ffl!o94613 ~J~:~~~~:!E [::U2719 l At&.T 5"fl>O: CCU2719 ,N:.tNO; MRSRH>07635 ORAWN I Y: PS CHtC(fDIY: JF ,1 .. vo i.o.1 owo,1 .. w10 0 ~ , ___ ... l,OC,NQ ,..._ ... One10HOI A•C..O noo .. 0-110,au.10• .. •111; --· SITE NUM BER: CC U2719 CUPER'Tl NO OTY HAU. 10300 TORREAVENU E CUP ERTINO, CA 9 SO U ANTENNA PLAN NOTES: 1. FOR THE PURPOSES O F TH IS DRAW ING , IT IS ASSUMED THAT VERIZON WIRELESS HAS COMPLETED THE INSTALLATION OF A NEW 55' TALL MONOEU CALYPTU S TREE, SHOWN AS EXISTING ON THES E PLANS . VER IZON WIRELESS IS INSTALLI NG THIS NEW TREE UNDER SEP ARAT E PE RM ITS. 2. MONO EUCAY LYPTUS TREE BRANCHES NOT SHOWN IN TH IS VIEW FOR CLARI TY. __..,____!_OPOF IE) BRANC HES _ ---______ ---__ _ 'l"t EL. 60'-0" AG L __..,__!_OP OF IE) MON EUCALYPTUS ___________ _ 'l"t EL. SS'-0" AG L ~S!l~G RAD ~~NIER, B! 9~ ~L. 52'-0" AGL IE ) VERIZON WIR ELESS ANTEN NAS, TO BE RELOCATED (E) 55'-0" HIGH STEALTH MONOEUCALYPTUS TREE (E) IPE WOOD SLAT FEN C E ~ROUND LEVEL _________ _ ~± EL. 0'-0" AG L I E) TR ASH ENC LOSUR E ,,,,...-----~n~. ~~ :UI.L SCALE 3IU>"•1'·a' EXISTING WEST ELE VATION VIEW HALFSCALE 3/tt•l"-a " IE) VER IZON WIRELESS ANTENN A, RELOCATED ~ OF IN) FOLIAGE ~L 75'-0" AGL -------------_ -------- ~O P OF IN) MONEUCAL YPTU S TOWER EXTENS ION ____ , -.:,,-± EL. 70'-0 ' AGL ,~- --"" IE) VER IZON ANTENNA IN) RAD C ENTER __ __/, 'I' ± EL. 66 '-0' AGL ~OP OF IE) MONEUCALY PTUS ___________ _ -.:,,-± EL. 55'-0" AGL ~ ~T~T ANTE_!-l~A RAD _CE~ ~L. 52'-0' AGL (N) 15'-0" HIGH TOWER EXTENS ION TO ACCOMMODATE RELOCATED VER IZON ANTE NNAS Cu (N). 8' PANEL ANTE NNAS \2Y ~~i~~E~ fl~ J~b~i~ss IE) 55'-0' HIGH STEALTH - MONOEU CALYPTUS TREE IN) 20'-0" X 11'-5" AT&T SH ELTER , SEE SH EET A-3 FOR DETAILS IE ) IPE WOOD SLAT FEN CE :m I~ :11 ~ ~IH PRO POS ED 13) 2.5 "0 INNERDUCT FROM AT&T EQ UIPMENT AREA (1 TO EACH DC6DOME), ROUTED WITH IN MONOEUCAL YPTU S TREE _.,__T_()p O F (E) FENCE_ ---- ---) ! S2 I~ ~L. 10'-3" AGL I ~ROUNDLEVEL________ 11 H II utll< ?II n ~± EL. 0'-0' AGL ~- RJLLSCALE 3/16"•1'-0" PR OPOSED WEST ELEVAT ION VIEW r ''" o{ALFSC ALE 3/3Z,.1'.0- PREPARED FOR ~at&t --=:..-Moblllly ISCl)tb.<:"""•'crtwov.,W660tl $ati•"""on.Coll a,i,lat"613 ~J~:~~~~~~:!e 1::U2719 l AT&.TU!N:): CCU271'1 PACt NO: MRSfR0076.35 ORAWN I Y; PS Off.Cl(tOIY: JF IIAVOl,\10..0I IAWIOf AO# __ ,,,,,. .... ,.,"° -NDl'IC'IO<Ol,HC:-D "°'M-I IO-.. IOAtlU -,1 -- srre NUMBER: CCU271 9 OJPfR'TINO OTY HAU. 10300TORREAVENU E C UPERTIN O. CA 950 14 WESTElfVATION VIEW A-5 NOTES: I . FOR THE PU RPOSES OF THIS DRAWING, IT IS ASS UMED THAT VER IZON WIREL ESS HAS COMPL ET ED THE INSTA LLATION OF A NEW 55' TALL MONOEU CALYPTU S TREE, SHOWN AS EXI STING ON THESE PLANS . VER IZON WIRELESS IS INSTALL ING THIS NEW TREE UND ER SEP ARATE PERM ITS . 2. MONOEU C AY LY~TUS TREE BR ANCH ES NOT SHOWN IN THIS VIEW FOR CLAR ITY. _..,__!_OP O F (EJ BRANC HES _______ _ ~ EL. 60'-()' AG L __.,i,__!_~:lo;/~ .. ~~~EUC ALYPTUS 1 . :XISTING RAD C ENTE R, BY OTH ER SF • 'I' ±EL. 52'-()' AGL , (EJ VER IZON WIRELESS ANTE NNAS, TO BE RELOCATED (EJ 55'-0" HIGH STE A LT H ------\ MO NOEU CAL YPTUS TR EE (EJ TR ASH ENC LOSUR E _.i.. _G_!l OUND_L ~~ __ __/ 'l' ± EL. O'-()' AG L =ULLSCAI.E 3/16"•1'·<1' r !HT HAI.FSCAL E 3/SZ'•l',O' , , .~ EXISTING SO UTH EL EVATION VIEW (EJ IPE WOOD SLAT FEN C E __.,i,__!_0 P O ~J..!::LF91,1~ ~ El~ 75'-0" AG L '-...._ --- N MONEUCAL YPTU S --, ' ~ El~ 70'-0" AGL ' TO P ORFE (xfENSIOl:!..__ _ ---~--__..,__r_owE~-- ~rn I~ :I I~ (EJ VERIZON WIRE LESS R~~;E~~~ _..,__!_OP OF (EJ MONEUCA LYPT US ___ _ -,.---± El. 55' -0" AGL ' _,j,, (NJ AT &T ANTE NNA RA D C ENTE R F ' 'l' Hl. 52 '-0 " AG L ' (EJ 55 '-0 " HIGH STE ALT H MONOEUCA L YPTU S TRE E _...__ TOP OF (EJ FE NC E -,.---t EL. I0'-3"AG L \ (EJ TRASH ENCLOS URE ~-G_ROUND LEVEL _/ t EL. 0'-0'7" AG_L_ - - I I m~I~ (NJ 20'-0" X 11'-5" AT&T SH ELTER , SEE SH EET A-3 FO R DET AILS (NJ 15'-0" HIGH TOW ER EXTEN SION TO ACCOMMODATE RELOCATED (E J VER IZON AN TE NNAS @ (NJ B' PAN EL ANTE NNAS MOUNTED ON (NJ C ROSS ARM, TY P. All SEC TO RS PRO POS ED (3) 2.5"0 INN ERDUCT FROM AT &T EQU IPM ENT A RE A (I TO EACH DC6 DOME), ROUTED WITHIN MONOEUCALYPTUS TREE RJL LSCA1.E 3/16''a l'-O" PROPOS ED SOU TH ELEVATION VIEW -!AL FSCALE 3/37'•1'..0' PREPARED FOR g at&t -.:::::::., Mobkily &o:ilbae-•a,twgy.~""660!, SonAo..,Ol'\.CollDl'ftlot.c683 ~1H:R1s:~c:.ii E 8 "T&TSll'!NO: CCU27 19 PAC:f NO: MRSFR007635 OAAWN&Y: PS Oll!C(fOl'I': Ii- l lAVOU,IOHOl lAW,OI AWT ·--1H'1'-.0C,MO ... _IIIIOflCTCNOfAt(-1) 'ICISIJQNl,l.l !«J ... \11QA\IU1MI --· SITE NUM BER: CCU2719 OJPERTINO OTY HAll 10300 TO RREAVENUE CUP ERTIN O, C A 950U SOUTH aEVATION VIEW A-6 ~Ji i·~ rn ll I I I ~ ii~ ~ ~~ !;l u ! u~ ilel ~ +J ~ h ::, . ~ .. , ?c ~ !;'H a e I !i~il a ~= n, > •• ~ !!c~ " I J~ <·• ,,,!~ g! ))))J d ~ 8 <i • :, ~ I! ~ ~ 8° I C ' ;s.3 Ii ; ; I ~ ! I !;il ' ~ i IL• ~ ' • 1• I " . ~ g .... ! : .. 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Mobility &001£..c:-,cnw .... ~"'"°" J.onRamcr,,Collom!at~ ~J~:~:~~!E QJ:po,~.e::'.~i~~PlACEDWl<MAXIMJM 0NCRETI:FOUN01'.110N"'5REQl.ltREDBY I 1 AU.>.HCHOlSIO;.,ffllCC.l!Sl!S .. 1t11?1!CPC....flOHJl$1'!CW.IHSl'fCTIOH•eaJ•fDI OAXCAll<EBROGESUPPl.18' '··--~-,---·~ 'B' · 8 ICE BRIDGE DETAIL RA CK A TTACHMENT TO CONCRETE FLOOR IF REQU IRED cc u 2 7 19 -2 _ ~ -,~;. 'l:t'J:>\"' LECT SID£ 'vlEW £~----- 8 GENERATOR DETAIL ~»= TOP YIEW ruo TANK QITIIOCl.l'DCillUS ~ IL11114lr. '"'""' ~==~ ~'"'""" ~";'.~..,::---·-MODCL 8'4J36S "'" PG l or 2 Al&.T 5Uf NO: CCU271'1 l'ACt NO: MRSfR007635 PS OlfCl(fO IY : JF ll ... Y01,0,10N01U,W,01,UII' ,tHOo,11,t1L&J1Hf'l' ... I.OC,WO IHl:lll'IIIOf.:IONOt"l~O 'tOll5SO-IHCl_,0 ... \%1J™I -- SITE NUMBER: CCU2719 OJPERTlNO OTV HAll lOlDOTORRE AVENUE CUPERTI NO, CA 95014 DETAILS D-3 -B ) ~ya! ~ od~ ! 31~~ ~ 11' ·~ --.. ~ i; <~ 'I'"" e e i l••-1 .} •lit u ~~ ii I ,g~i ~ Hi f 5JoJ ~ IB ··UZ ,w i ...... ~1:a el w :=, i 1 ~ C U:::o .. • < ~ ~ _ .. !i • ~ ii -i•! ~ I•! !•! 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OIOIMDINO (IISHAU lfT'rPEAt.c ,~ NUMISI l>lSIHI.IEOOl U(:OMMENOEOIYCAlt.EMANdAC'R.till .). WfATHaPlOOflt«)SAAU. M /M'EANO ,AllHU"'6~lAll\J,,UED OIi UCOMMENOED IYCM~E """'"'1ACTl.ltfllJ 0 CONNECTION OF GRND KIT TO ANTENNA CABLE ~l'O' ~-- ~~ I OOIIOflKSfAUC....Uo.\OUHOUATAllNOAHOAlWAYS f*fCl OIO\MD 1'111! l)OWH 10 OIOUtlO W 1. O~ONOUlHAU.ltl'l'P'lAllO~AltlHUMll!ltlJ $\lf'l'\itOOl:IIIC°"""'°'OfDIYCAl~Ml'lt ~ WWIG:l'ROO'H0W.0.l1~f'll"l!AH0~Al!IHU-IJ Wl'l'\leO o• UCOMMaitlfD 11 THI! CAILf w• /Sffll'OJW,:lo\CaJAWAl / -USIHQ ..... ,-0"6>lOQU =JAC(no,o.ooc..,l ·- = ~ ~o=,omc~H~• Jl'!ICflCATIOKS UAW0Sll.A.NOeOCO~l"eR OltOUHO~l!OIOUHOto =-= ~ ~ TOOIIO\INOWl'tl!Hores1 ·~· ch LI Ill 1-\.~-U--d \_rJ':i~':oct~o,f!IW. '-----UAWOSllAJ,ll)mCO,m ~~~l~o::~I= I ·~· ·~ ;,- COAX JUMPER , TYP. CONNEClOR WEATHERPROOFING Kn. TYP. SEE NOlE ~, WEAlHERPROOFING KIT, TYP. ANDREW SU REGROUND lYPE GROUNDING Kil. TYP .. SEE NOlE {/ -I ~~~~,..!=:'t;;l.!t.oNIOM.WAT$1)afCIGIIOUNJ 2. WU.ltllltl'l!OOfflGlll,t,UNA/-llltwlWO-"AATTNfl.ll COI.O~HC.Jlt"ll N018'UUD ~ GRND CONNECTION TO GRND BAR v ""'" #6AWG ANTENNA GROUND BAA. Sl~LAR l0DETAIL 10WnHOUl INSULATORS. BOUNDED D~ECllY 10 lOP OF POLE OR lOWER ANTENNA CABI.E 10 BTS EQJIPMENT, TYP. ---~ IJ2AW0 llllHWt'-lt ~ t SOI.OCOffS ~~'~' II 11'2AW0TN/feDWt /,/lrC,,,.•104'COl'l'l!lt SOUOCOl'l'!lt CIAO,nt!.•OO @GROUNDING ROD DET AI L ""'"""' ::~ nnnn nn n ~-·-\ r- -I. ~IOWlllio,...,.or!WQ .. loSn.lOM""'UIO eo,,o«rOIQoa...,._IQIQoUAI , ,..,.1,,:.oro tu ..... _u01G ... •.uooe11•,-,..c1w1M .. 1u -=--tQOI 0 GROUNO BAR CONNECTION DETAIL ,a"""' ~ . -.;i (j)-/ • ---l,COOOIO-...... "Jl/4"12'".--COCNIOl,OIGOOI ->ClllC_IO_~DOMLIUIO<XJltl"*"'OMC.cnw ceouM(l...,1/IWll~-..... IQOM-eOlc.ao/MOCOOIIC:IO!<lj > -WO.Hat!OM>llrl_.CN MO.Xloil _,OOI-..;. ).&ll"IOIC:CW--Mlr,-00.CK.IO • .MIIUOOl-...i .. w-.u.toOU111Nt.6llr(:.m.-111-coCNMD..-01- '"ll'-IIJl"ota1011l~twroo1111-oo.CNM0.1>1>10t-... .. 111'""10n-lM9 .. ___ 0MOOtten.rro IO,._ntaVILCOIIIIICl"OMIO- ntcl'MII.Mlll.ll,_•,,•,1•11,r.0 1t1a-,0111 IIOOII.M.L_W ..... -.UMWA~lm-- G GROUND BAR DETA IL ,a,..,.. GROUNDING LEGEND -·~-COST'IHG GR0UN0 AIMG • CAOWELI> CONNECTION (CCOTHERl,UC 'IIEI.O) A 1'£X>l,t,NIC,I.I. CONNCCTION @ CROUNI> ROO ~ = ' M,u X mw I ",': / CONOUTSIZE AS SHOWN ON owe NSULATED GROI.NO!NG BUSHING 0-1 GEDNEY TYPE HBLGSIZETOSUIT 112,0 AWG GREEN INSULATED _ _._::..,.,..._--., ;;_ ~~~~BCW #2/D AWG GREEN IN)ULAlED ~ """ ~ -· ~ = ··:.f,& lWO HO\.E SlRAIGHl' TONGUE.T&.B CROUNO WG SIZE 10 sun ,1/YOUTYWAlER PIPE GROUt-0 ClAMP BURNOY T'IPt: NSN'\'/NHN'I OR GAR-lC SIZE 10 sun 8 WATER MAIN GROUNDING .... .,.. 9/ ~ ~ ~ """' = ~ ~ ~ ~ ~ ~ ~ ~ """"" ~ 1"'l!ir' ll!lli ~ ~ ~ ~ !!!LI!! """""""' ~ ~~ ~ ~ fr I = -M = ~ ~ ~ ~ ~ ~ l!WQ TYPICAL MECHANICAL CONNECTIONS PREPAAfOFOR g. at&t "=-Moblllty 6001&.cutt..e,arl:wDY,'WS60t1 Sanl-.ColOfNCI t ol683 E1 8 Att.T SIT? NO : CCU2719 PACE NO: MRSfR007635 ORAWNl'r: PS ci-eci::eoev: JF o -II COl(J)!l .. o,,,.,,. co- UV l»ll OIIC.IP10H r ~ .. .... ~. ~·~ ~---~·~ lltff ... l..cTNCI Ot,IOIAlC-IO .. l.10AITU 1~1 11 10300 TORRE AVENUE CUPERTINO. CA 9 SOU G ROUNDING DETAILS 1c•mru SJ-UT NJM!tlt: G-1 0------------+--~ NOTES: TYP . ANTENNA GROUNDING DIAGRAM NTS 1. GROUND BAR LOCATION IS SCHEMAT IC AS SHOWN ON THIS SHEET AND ACTU AL LOCATION OF INSTALLAT IO N WILL BE DETERM INED BY THE INSTALLER . FllllSCAl.E 1/T•l'.U 0 N,ll?.HW,OlrOUHOIAl!.r,,..CNSKroll A AW02HSUV.TfDCOl'!9:0tOUNO~! w;~~~~QtOU!tOMI: ~ ,\Kll;NW.OIOIIHDIMATIOTlOMO,~CU 0 AW02HS111AltOCOl'fl!ltOROUHO-! 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NO: MRSFR007635 ORAWIIIIY: PS Ci-t:CK!Ol'I': Jf- ,,,.voi.,.10HOf"""K>l"HI' ~ .... --.... ·..c,-_,.,.DI IC'IOMOfA\c:#4 .. rlCOIUOtlOoi94 .. l,,0>,\.11MI =- SITE NUMSER: CCU2719 CUPERllNO CITY HAL1 10300 TORRE AVENUE CUPERTI NO, CA 950U GRO UNDING DETAILS r-«i-2 ,---r--~ w~ ~ ~ I •11! Si ~~ ~ ,:- :Ii 5 ~ ! iU 8 ~ > <( I ~J, I I I ' Hfo id z ~z B, --U ~ ~ ~ 8 3 i ~~ 2 ...... ~ '1 "'. ~!'i~ oz ~ ~ ! (!) ~' ' ::; ~ ~~ 0 tO > h • i i a . ~,i. !~ ~ 0 i <. ¥ ! ~ J • 1a J 0~ ! )}))J I! ~ 8 ~ ; '·•! !a -u • jit g . 0 .. ~ --~ g . i , ! i • • I r ~ i ! ! I ~ ·i g ! ! I ~ • •' • Ii li ~ i ~ H~ i ~ I UL r §§ !l i ~ . l l ~ ~~ •! 4 ~ @0<3 : I UH!~ 0 0 t---L---t ~ < ei at&t] W'!Kir eze :mum JNC9".,.DPN PREPARED FOR ~at&t . ntf'OUDWWGOf'Ol!l<lliTIONIS ... QJIMUNl!w/~ltlPll:'IAIJNG ~ I =::nrr:::.~:,"::.n.~:sn.~ g. at&t I IIRtUCtMll'.lNI I ©::r':'-~'4 O~l'W-QJ~OIIUWIATIIONS!IHCIUJlfl!INcor,n.rT.,/otff ---a:€a~~E£~;-~. Moblllty -----· MffiiiWWW-iiiiiilMI . ---6CIOIE»c"'""•'crtwoo,~""'60t1 AT&T MOBILITY ---·--. C Clll'll!CIJl-.:Pl'd.a,~ ff ' g'~~~~~==='===~ Son•amon.Calfcmla9~ DI DB1fl'1YE PJ,11!/;WAY ===-'"===-=-=--C..aMM'IO_..,.. =~~"':u,~r:r==~~=·ll0'051.Rt SAN RMOrt, CA km ____ ......... --.. r-< Ir TM '1.eUCUMITO, Rl'""'°'5Ulr.ONTNtSl'T! 15 EKa!l>eD #fOl'Hf IICASECl"fRNC>MteDRR~ CClllfflt~ MIAISl'\.eL.lCLY~(-M>Ol'.-o:=OOOll'™"'TG\IHOTtle ~ TD DEACTIVA"lt AHmllAS a,J. 'Tl£ I.OCIZO,Olll'W!~lll!NIIOlHPIUUCADtSIH)ST'IUl'IN(;StW..1.111! """""'-' ' . f~~~ih~--Rr24tbr~.tcz:a,._.C.U: I ~ I ................ Ql'l,af . ---0 ' W...:.Sftlllf:CX1JZ7t9 ·--<UfUICl'IIJV_,,,,llrf ___ l . ' 1rneri..euCUMITOl'Rl'EICJlmlJUONTMSITIIS!Xem)rDJINOntf "91N FAASTRUCTUAE ---l'ULCM',,_~'IIIIRN AAv.lS IUU .. J:I.Y.IOC!SSlll:L.l( .... l'IOOl'AO:ll:55DOOlllHATOJliOT8! ·-10:JQDTOMEA~ CIRKIN). CA 9501-4 ==--==---== .... ~~:==F~a ' 1.00ZO,Ol\l'lllftarie55)lll!N 001H IIAAAICACe!AICI S1'1UPINC511M.1.tlE llll•at.·GCl•••IN•ltt•nl•lff . 0 0 ' ~ 111.JaDAAOIJHJT!le.lHT?NNU. Tlfte(,CfD(T{HTO,THfD.w.CI.Dl5 ---' ~~~~1:~;;= G FENCED COMPOUND SIGNAGE -lla•Kt&T-.n'f'all'I ---' ---. 0 ,,. ---. ,. 'oU. l!WOlffNffl!l#iA!lllfQUIR!An«fflNGWZWAANINQSIGN . WIUTTDIJl'lfNGL~Sl'llNO\AICI0111<e5r.nC"511iN5NALL.llt r~:U27191 . ~gf§;.~+Ef~ ' . @=::fPM 0 ::rr.r-M . . ~INAM,lNf'alttl.TIS!ASLl'Sll!HIYAHfPl!!tSONONTH! [~] INFORMATION .,_ ~~~':ts:-~~~~=f~NID ,.a:iwnw:ro.--.i.~~-11~ @~P!M 5'1r?S!~E!t~1=tu Federol Communk:otloru Communlcotior"I -~aaa----. .. ~,u..o-·~ ._,.1-&l'G.&_mT.111._'!Maatal' lolAMO,(lell,,;flttl:Til'l!Ol'OCIN511WCrn)fi Ctal'IMl2NXl'Wl,.W'IIITIIJITUI, ,. TCHl&r Recjstrotion Humber ·-... lll.lll'll!AHONIIIEW.llCU..'111.-H:taW.WCUQ'M!ual. eEs:i~~~~Tl,~t 9"'1.ll!.IWll\aGWfl'UM-.MNlill1lt!l'l'JIMrllWI.. ne:i.-. NO . --~:l!Kl'IWIZDCICl'LBQr1M.1A,1tlllttlrl' MIIU.11!~9Cl'ICltetll1'Mfll;~#Ga.111:K 1 2 3 4 5 6 7 _,.mai-ONlM!a1L-auT1D111:EtNltGl'I' ~.::===-~:ut~~ =~~,i~;Et~=AL.L }:..~~~~~~':" =~==tmBII.WfflfflCTICNNU.m!l'VaOCMIIM 'Af&T!rtt>.O: CCU2719 ,G11•dnacco,csana.,,.;lh,.d..-01Conm.ric:GION YO•••.,_.,.•aaac•~ ._ .... IMll.'7Hill1NN, .. ISTAL1Ctl.1MIIMiilD' IIDCX()jl,IN'TIW'IN!..,ll1fOl'lAATIONOf'Wl!Nt'll!ffi,\S.IWIAICM)I$ f'K.tNO: MRSFR007635 COl'MW,cn ... 1Cll'ldanlltlt\CI l""'ll<'*O•WOIIDl'I -N'<RMn:11---.a.aUNlt-...0.._. __ D.IIOI-SIW.l.8tl'ltJN"l!Dw/MDtlllSTM.M''!'l!U.0Ws.tnTYMINl'.M ........ l~.UIOt,..._1"11,TC.•~TOTI«IIICII.Oll-'7 ~StWJ.l'ACMDtAL.LIU'l'Al&la.Y~leDm,t ORAWNIY: " TRESPASSING . ,1c:n11,11g). . ..-~---~----~---#IN_'n:l..,..,n,,.M,a.,T-Slw.l.PIIOVl!ll!Tl't!ATl,Toot6llWC!lONPIIOJCCT"WWlfll.,./ADl!TAll.l;D lmtM Mll:FIN!aw.L•llqlDlumr:M. ~M<-Of'NfflMll&m!ceDILICl&L1tll .... Sl(),D""'WIOOOPU01IUIM.ICJOf,IJIIONOJNST~CXlMIU'TION. 0tr.c,:m1Y: JF '7 ~"4:~.=::..~~~== _.. • ..._ .... ~~...WNH9WIIC&Mtaa ,U.~RM1ZDwewe.wW~CICll\1Moe.nt11W::1! =-~~-=a::ra~,=~,.JIMI .. ,.._ t~l)e1JN11HQ'M-0 FENCED COMPOUND SIGNAG E ... G~CASRSIG NAGE GINfORMATION SlGNAGE ~· 8 ;;!:NERAl NOTES Property o f AT & T "" 1, COtlTIACJOt»W,.LHW\U.AUti'Ol"""nOH110H<>OflH [NOTICE Authorized ACCotCN<ew/AII.T-e.lOOCUM&IT-.a)14,. ~,011U1tel"OOCYANOl,s..vff!Ce.#LJNICe,1100AAM,IAT'Dt mro, Personnel Only 2. COHTl,t.ClOltlWllLCOHIAC,Atl.Tl,11'$C,01'"'°'11W.llOH OM Wl!LM.lNiD HS!f:UCllOMSOML.f'le.~ol.OCAl'IOHOP Oilll<lt1 coun, ·~· 0111-.. .. ~- 'k>Tr1141msing ·~ ~· -"~ AUTHORIZED Violotorswilt>aPro,ecu!ad -PERSONNEL n c:a• ot an.rg.-,cy, or pnor to parlomwig [WARNING) [ ] [ ) ma.,lllnonc•onlh&si19,cal CAUTION NOTICE ondrt1fer1r,c•e1llsil•riumb• 'fi'f.;.'.::.:.:"$ ONLY 1 ~ '"; IA IA £ C,vl\. 0 DOOR / EQ UIPME NT SIGN G~T E SIGNAGE 11 .. vo111100<0•1.1ow ,ou "' ·---All..i;;1MQ ,..._lKIOnc:ICNOtAlC..O ... roo,11010t,l,,il>C,a._,o,.11u .. 1 -- tuueoaror. e Property of AT&T Beyond This Pointyou are Beyond This Pointyou are Beyond This Pointyou are SITE NUMBER: CCU2719 Authorized enterin$ a controlled area where entering a controlled area entering an area where RF OJPERllNO CITY HAU RF EJIDs sions exceed the FCC where RF Emissions may exceed Emissions may exceed the FCC Personnel Only Controlled Exposure limits the FCC Controlled E.tposure General Po pulation Exposure 103DOTORR:EAVENUE Foi lurc to obey al.I posted signs and site limits Limits CU PERTI NO, CA 950 1.4 guidelines could rcwlt in serious inj ury Obey all po:;-te d signs and site guidelines Follow all pcmed 1ign1 and aitc guidcline1 for hi case or emergency. or prior 10 perlorrring for wo rking in an RF envir onment WOiking: in Ill RF cnviromnc.c1 , .... ~ mohtenonce on !his slle. coM and re ference ce~ site numb er b!.,CC ~7Clt\llD7(b) b,.,cC..itCPll,l:iDl!t>) ..... ~.ucc ~,c"" 11:io,«,J ol&t SITESIGNAG E 0 NFP A HAZARD SIGN ... @!:_ELTER /CABINETOOORS~GNAGE 0 CAUTION ANO WARNING SIGN ~· 0~TICESIGN ['~GMN-2 !is Ji w ~ ~ I ill •ii! ~~ 5 ~ 111 ~ :F n a~~~ ~ <~ (") ,fJ ll ff ::, ' ~ ... ;-... i ~ ~i I ~ ! § ~ e e I 1H,1 u n:, , ·~ 2 jQ i Z ~] i, ~ 8 ; /;;; :: ! II! !ji!! 5 ) V H ! ~ 6 ~ C ' . ' ! 1,,! ' u~ ~ C> i ~ 11• ~ . i < 1• ~ l ! : •! • q;; g ~'°"! ........ I "' •'--....-.,.-......... CttADS.IUt)SL•-_ .. "f--,....,;;,;.~ . ___ .. _ ==-~:!:~.o. it...-111-0l ~ ~!,I ~lt s.Mootonol au.e» , .. 1, O! C-.JC"-ul......__ OM<'> ! .. ____ _ ...... _..._. __ _ ........ -""'"' ......... ~.a-,-• ---0-... .. ..... -.-«nJ~l) ... ')l(J) ~-.. 111 ................ 0..-.. ... u... ~ .... ,..........w ____...._, .. ........,.c_o11n1.UC ,...... ... ~.,,-bl. ........ o-..lf"*-elC--,,.A. ..... .,I.U( ............ v....,.1..c.,.,_..,.L,-r.-oir....~e1i.....a..-•,.._ .. ...-. -.---.a....~-- A M'IU:lt' OIi txa T!CK'CltOGm Jt.SUS5EXA\'!Mi'Z -~~~-H l!.UCMUl.l UJ'tlY PS«lDt.l1ttl ill NOT POU.O'd:D .U novsm> fl». t<l TIil Do\ TA UIDT. AMI vt)ID(ll. LftAU l'O"t. Ul.U POa DUUaY lO""tMlf.&OI. nmDP!UCMI MellCDUTD.YU.\IUD aY ~ USE Of TI« W.lDJ.U. l\"!)111' u.ucMAat PIOC!D\,'US All PDU.OW1:D All~ UDG Tim nooucT AU~ 1,'QaDIGDIAM.AJ%A '&'JID:I[ nm MCIOtX"1' 15 l.'SED.A>E>ALL tt&SOmlWmtlt«,;fflllnOOIXTltlOUl.Dltr.um.aawrniT111:cCllft"llfnatntnDAl"ASHUT nm DOOlM.l T10H S*Jl1LD U uncrt\'tl.Y COIOIUMJCA l"!J) TCI DOUITUS AND O'rH!ll UK) MJr.Wr COM! IN CotrrACT .. 'TfflTIIEPWOUCT WKII...Zntl.tffl:&MAnotl'ACC11Ml,'U."RDAHDSU,oa"fflNQm,lllllJEVIDTO.ACCWAffASOIITIIZ DATt !GD' OJmffCIDUDGIIS ~ MOWAU.ANTT,'TTll anncttllDrTOANOIIIKUNS All UA.aU.ITTJlmfu:u.t.»:1. T!IDtOtl ~ il.t ADVatDTOC'OMPD:MJ>I.U:,,:A)I(! Of NaD"nUT ntr: DlfOI.M.\flONISC\UtNT Affl.JC"..UU,AHDW?TAllUPOl TxtmP.UTIC"tll.A,I.C!kl;U,tStA,NCtS A~ fflOTOC'OPY VVYT It OP THtl ttmU: OOCVMD"1 Pip;1ot1 TOTALIIDf TOTAL TOT AL TOTAL BATT<RY~OfL 1.:0~~0 :~~;~: T:::f~:· (J&;;I (CAI Pf.A UNIT UNIT PfR UN LT POWEii l MARATttON · 16 w 23.8 0.65 lOTAL SWURIC ACl O "SUU UIUC W£1GHT ACI08Y IL8.SIP£R VOLUMl• UN IT '·" From lhe World l e,1de r in VRLA Bi'lt1 ery Technology ~klr .. ...aiilylllT,~.-IDN:tilcV"'111ity~tk a,.r........._,,_,_T~MAAATHOH'-~ ............ -.... =:.~~~"r-: n..::,--=..-:=',:.!:'.:.~ ..... ~......, ..... .....,."'-"..-..'"' n..MAS.Amo:,,'" ,-r......,..,.. '"T-~....,., ........... c;r.. ... ,_....,,..._ .. _......INdar.tllf> ... ,-- "~n·o-,...tttyM.1••fKml'lng =--=~~-:r-=~:F..t-=E· t.di.-de<WJontca,-,.,r.-d H'gh Pfffona-» MAKAnt:ON'I Fetl•-AppUc.a-. • ,.,_. 'n.-.t ,..w .. Otapt......__... ....., .. ir.,,.. ....... ~ ·=.=:=~c..... ... c..- •C-,y ............. _ .. ...._. • Hofh~»-ltMl<.tllll .... VOOT......., _.,.... ... ~__._....,. ........... .-.--._., ..... __ _ ---~ ·:~:;rlilr,. ..... .,.__.!YC(77'ftU,- •::::.t...~,_>a., ..... •_. • HWwrv .. o,,--.r--~...., _._,..,.._.,..._ • '-"--*C"ffft~-•-r.....T.-. --....-... .... ~---• ""EayO.\S.,,orr--a,-,._. ............. _ ·"""0..-___._.....,,~~ • ,,_,_. ..., ............ ir ...., ... _ -c....,...._o...,-t·---.... mc: ..... n ,-ZI -r.r~......., C...,-_.lATAl'ICAOs,-1111 ~M7.D0r<RTIIII .. IMDC_,.... ,11,),..._~~ BATIERY INFORM ATIO N tiildATHOH'...._ -...-CNS',..-.. ---................ ---·--•l'O •C.W. ·----·~C-... ....... •<--•lndalnlll.aaO.C-- TOTAL SULFURIC TOTALSWUAIC ~.1 ...... i:c1:~=~~. C ] ... "r .. • jtlJilJ 4.Bi _l~!.@. ·-~1,2 2u111•.111 ~~~ cE:J ,.... ......... c ..... --.--·----~-·-·"" ---.··· ... -·-~ --·---.. -· ::...°"%.-===:---==:..-=- ---1 -1=1 TOTA.I. I TOTAL WC. TOTAL TOTAL II OF UNITS . = TOTAL•OFVN ITS [lfCTJIOI.YT TOTAL SUUURIC 1 [SY T0 TAl#0FUN1TS• t:lt.CIIIOLY rorALswu,,c vowME lromEUCTT<OLm l ,.., ~ SULfURICAClO . SU1Jut11C TOTA L 8YVOLUME TOTALSUU:UR!C ACIOBY ELECTROLYTE (GAtLONSI • ACID WEIG HT • VOUJMf/UNIT VOLUME/UNIT "·"" .... ~ TOTAL ACI08Y £LECTROLY1£ WEl(jijl WElGKT/UNIT (LBS)~ •L93'6 ACID !GAU.CNS! VOLUME/UNIT WUGHI WfJGHT/UN11 -(LOS)• "'" I "·" TOTALIOFUNITSx TOTALELfCTIIOLYTt WEJGHT/UN1T PREPAAl:DFOR ~ ~at&t M-fy 6001E»c-.,cnw .... ~WUDH Sonlamcr'I.Ca.ll affllo tol6&3 ts~N:R~S!~c:'!E 8 AT&T Sire N:J : CCU2719 PACt NO: MRSFR007635 ORAWN&Y ; PS ~c~mlY: JF ll ,..Y0L<.10MOILloWJOI""' 'SW>H.'-"'IC4"'1'1'""1,ico«1 '-"'D9111IOI IIC"IOMOl"tC-CI n o,mo-,.a,..._10 ,..1111·11,; --· SITE NU M8ER: CC U271 9 CVPf:RTI NO OTY HAl.l 10300 TORRE AVENU E CU PERTIN O. CA 950 1.4 SHl:~t tfL.t: MATERIAL SAFETY OAl A SHEET & LEAD ACIO SATIERY. 2 1m·muw> GUtt .Ill 'Aa> avQ1IO'WI lDOB BBtlal '1 161 -,UJ ·Im~~;[ ~jU~t\ 11(1 S:lOZ 080 :.:10 S1N3ri3~1n03~ 3H1 Sl33ri Z-~-ZZZ-VU/ISNV :01 ~NIO~OOOV 03N~IS30 •! e. "SIS.I. 'YVN't' SlH.l NI 0350 N330 S'tH II >J;I NOU:>3S .JO r.;f NOU.d3:>X3 t13d OHVONY ]HL NI ]Sn OOJ OJHlflO]tl SV l'S.''"609 06 JO Q33dS ONIM 1Sf'ID OHO:>]S-f 1VNINON Hdft ~l I JO 033dS Otl!M llVl'IU1fl N't' NOdn ]Hl HUM DNO~ NI O]l"fi!QROd N339 SVH 1m-m(RJI} ........ ,. 03.LetrSV-/SJ.N 1:VlV «.Ut J/l 'J.UJ 'IVUltT*l 10UI AK 'A.1.D HOftY.> -"l'"'"" XJOB8BQOB '8 161 tlW!lS '.IIN'JRY.) 'B l tL 910l/9l/8 '""" I "?UJ '"'!-'ffi'J"'t -Kl-9l3:) ONIH33Nl~N3 N0313rffi0 HOU.Y:lQBW'J 11W O:wlUdN 1N.S 1N.S a.. Jj'U~t\~(1 ,._ ,. ........ GZL-LOl9L<;L_,"""' IJ'BIVI~ 'JAV 3l:IH01 00001 ~ VO 'QNLl.l:l]ddOO ~ •IS 61LU\OO :llil sru.d.l.."'N':>113 l10d {r) u-~L OUH ONUH3dn::, i'tWNJ:) -.c:irt "'115 -"":i.aµo(Gld / / 1' I I II . I · '1i 'c.;...--t+t-t+++'.;-.·-,..·• -· -H-I I • 1, I ' I I l_t.~l.u' -'--'-'-~-u.1-'-, ~~'i~ ~ !I I 111 II I I m i § ! ~ i! ! ~ N : I i ~ i.~ ~ a gU ~ w f ~ ~ ~ • ~ ~ • ~~ ii ~ij I I I al u.; < • " ci , < " < .. < Exhibit "C" Construction Schedule Page 1 of_ 27 SlllllO: NSBPftm,lPA: TurlV•ndorSub-c.ontractor TurfV•lld« CM: ekoCondultimtall Pawt1rConduitlnJt.all ·l!lcoRooo,\Rn~ p;urvev.naatakecompi.t.lnH ;ar~1ndutili!tfatli IG-Mcom~ound 0ffl1Pfmai-up P.-mf•nd~ ~!~~·f rp1d ISitaGroun~ ~5:!'lllt .. (imba_e.• Sltl/sli"".k.1; Pol•Tstri,«,,r or. -Eld-1on.oa.o 11n1aU8ranchu1nd1teirlthi"na c:to1"fr1n11ln1t1ll-to ...... Dtemlon pr111 ~ ~d1c;t/villu ATATIIPColflHl'l•nt/Tnlln& fAntenn11nst111 RIIU,OC,fib11,1nlllnnajul)1p•1, '"'""'"" .nraT;;;. ATTNTPp10Clp1ubmlulon V1W IIFCompon.,t/Tatt111 l lr11tlllV•tli.ontquipmu1111 10p nKlt*'11111" .-1lon"NTPP1tkir,ti ·MK1iiln1111on: lfln1lpunch dcii:ouC P.C:kii1 comp lbuitd/~f-M-1 -- MS093(f) 9/17/17) MS095~f) 10/4/17 MS103~f) 10/15/1? MSlll (fl 121111/17 MSlll (f) U/19/17 MS096(f) ll/17/17 MS~(f) 12/lB/17 M~(F) MS125 (fl 3/l6/ll t:'.1 , , 21 " " ~ 370lA05RRI losh RDberu,n Project Sch edule w~n,------.-----w..~711----------w-..---,---:--ra7um-w u---:-i'ifu7i.i MJluJW I Th l f l&~~l!~ W lh f 511 !oil_Tu _l__Vi__L~.LF:r stT 5'i h1con.,truct/anSehldut1 [1bu1dupontllll 1~ontNtw1e1nmCM1Wfl.equlpment, ,c~dlh cut:011W, 1nd d.c;om ther itqu/pmant In I qufclc lim1 hme. ATT /1 caln1ln 1h1 pl1t1 of -.. tlisti"CVl:oN•qulpm•ntwourli""' Mne1wil1 de:i»ndh;,hlyontheir xh1dul1fo, 111pn:1111l1, t111thwppor11tc. Exhibit "D" Insurance Requirements Lessee shall purchase and maintain the insurance policies set forth below at its sole cost and expense. Such coverage shall be maintained for the full term of this Lease. The term "City" shall include the duly elected or appointed council members, commissioners, officers, agents, employees and volunteers of the City of Cupertino, California, individually or collectively. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES. On or before the commencement of the tern1s of this Lease, Lessee shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with this Exhibit. Certificates shall show that notice of cancellation of any required insurance will be provided per policy tem1s . Such policies shall be endorsed to provide at least thirty (30) days' advance written notice to the City of Cupertino "Attention: City Manager.", of cancellation or non-renewal of any required coverage that is not replaced. Policy evidence showing the City covered as additional insured shall be submitted with the insurance certificates. The following policies shall be maintained with insurers authorized to do business in the State of California and shall be issued under ISO forms of policies satisfactory to the City: (1) Workers' Compensation: Statuto1y coverage as required by the State of California. (2) Liability: Commercial general liability coverage on form ISO CGL 00 01 or equivalent in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate -all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with occurrence and aggregate lin1its in the amounts of $2 ,000,000 will be considered equivalent to the required minimum limits shown above . (3) Automotive: Commercial automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $500,000 each occurrence or Combined Single Limit: $1 ,000,000 each occurrence Lessee may self insure any required coverage and shall provide evidence of adequate levels of such self insurance to City. 28 2. SUBROGATION WAIVER: Lessee agrees that in the event of loss due to any of the perils for which it has agreed to provide commercial general and automotive liability insurance, Lessee shall look solely to its insurance for recovery. Lessee hereby grants to City, on behalf of any insurer providing commercial general and automotive liability insurance to Lessee or City with respect to the activities of Lessee herein, a waiver of any right to subrogation which any insurer of the Lessee may acquire against City by virtue of the payment of any loss under the insurance . 3. ABSENCE OF INSURANCE COVERAGE. City may direct Lessee to immediately cease all activities with respect to this Lease if it determines that Lessee fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Lease. Any delays or expense caused due to stopping of work and change of insurance shall be considered Lessee's delay and expense. At the City's discretion, under conditions of lapse, City may purchase appropriate insurance and charge reasonable and actual costs related to such policy to Lessee . 4. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Lessee 's insurance companies as evidence of the stipulated coverages prior to commencement of this Lease, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Lessee shall have , and provide evidence of, a Best Rating Service rate of A -VI or above . The Certificate of Insurance and coverage verification and all other notices related to cancellation or non-renewal shall be mailed to: City Clerk City of Cupertino 10300 Torre A venue Cupertino, CA 95014-3202 29 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE {MM /DD /YYYY) ~-07/19/2017 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME : Marsh USA Inc . PHONE I ;,ifc Nol : 701 Market Street, Suite 1100 /Alf"' t..Jn c~n . St. Louis , MO 63101 E-MAIL ADDRESS : Attn: A TT .Ce rtRequest@marsh .co m INSURER{S) AFFORDING COVERAGE NAIC# 018566-GAW-CRT-17-18 X TWoods INSURER A : Old Republic Insurance Company 24147 INSURED INSURER B : New Cingular Wireless PCS , LLC One AT&T Plaza INSURERC : 208 South Aka rd INSURER D : Room 1830.06 Dallas , TX 75202 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CHl-008542184-01 REVISION NUMBER: THI S IS TO CERTIFY THAT THE POLICIES OF IN SURANC E LISTED BELOW HAVE BEEN ISSU ED TO THE INSU RED NAMED ABOV E FOR THE POLI CY PERIOD INDI CAT ED . NOTW ITH STAN DING ANY REQU IREMENT, TERM OR COND ITI ON OF ANY CON TRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CER TIFI CAT E MAY BE ISSUED OR MAY PERT AIN, THE INSURANCE AFFORD ED BY THE POLICIES DESCRIBED HEREIN IS SUBJ ECT TO ALL THE TERMS , EXC LUSIONS AND CONDITIONS OF SUCH POLICIES . LI MITS SHOWN MAY HAVE BEEN REDUC ED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLIC Y EXP LTR TYPE OF INSURANCE ,.,en """" POLIC Y NUMBER IMM/D DIYYYYl IMM/00/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY MWZY 310368 06 /01 /2017 06/01 /2018 EACH OCCURREN CE s 2,000 ,000 -0 CLAIMS-MAD E 0 OCCUR DAMAGE TO RENTED PREM ISES /Ea occurrence\ s 1,000 ,000 - MED EXP {Any one person) s N/A - PERSONAL & ADV IN JURY $ 2,000,000 -GEN'LAGGREGATE LIMIT APPLIE S PER: GENERAL AGGREGAT E $ 10 ,000,000 Pl DPRO-D LOC PRODUCTS -COMP/OP AGG s 2,000,000 POLICY JECT OTHER : s A AUTOMOBILE LIABILITY MWTB 310367 06/01/2017 06/01 /2018 COMBINED SINGLE LI M IT s 1,000,000 fEa accident' -A X ANY AUTO MWZX 310369 (Ml) (See Attached) 06/01 /2017 06/01 /2018 BODILY INJURY {Per person) s -OWNED -SCHEDULED BODILY INJURY {Per accident) s -AUTOS ONLY -AU TO S HIRED NON-OWNED PROPERTY DAMAGE s AUTOS ONLY AU TOS ON LY /Per accident\ --s UMBRELLA LIAB H OCCUR EACH OCC URRENCE s >-- EXC ESS LIAS CLAIMS-MADE AGGREG ATE s OED I I RETENTION$ s A WORKERS COMPENSATION MWC 310370 00 Ub/UliLu 17 06/01 /20 18 X I ~~fTUTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANYPROPR IETO R/PAR TNE R/EXECUT IVE 0 E.L. EACH ACC IDENT $ 1,000,000 OFF ICER/MEMBER EXC LUDED? N /A (Mandatory in NH) E.L. DISEASE • EA EMP LO YEE S 1,000,000 If yes, describe un de r DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LI MI T s 1,000,000 A Excess Workers' Compensation / MWXS 310371 (OH -WA) 06 /01/2017 06/01 /2018 EL Each Accident/ EL Disease 1,000 ,000 Employers ' Liabil ity See Second Page EL Disease-Policy Limit 1,000 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Rema rks Sch edule, may be attac hed if more space is req uired) Re: 10300 Torre Aven ue , Cupertino, CA 95014-3202 FA 10575109 CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: City Manager THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Aven ue ACCORDANCE WITH THE POLICY PROVISIONS . Cupertino, CA 95014-3202 AUTHORIZED REPRESENTATIVE of Marsh USA Inc . I Manashi Mukherjee ~'\,ADCh... ~~ © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 018566 --------------------- LO C #: St. Lou is ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Marsh USA Inc. New Cingular Wireless PCS , LLC One AT&T Plaza POLICY NUMBER 208 South Akard Room 1830 06 Dallas , TX 75202 CARRIER I NAIC CODE EFFECTIVE DATE : ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Excess Workers' Compensation -MWXS 310371 (OH-WA) Self-In sured Retentions OH & WA -$500 ,000,000 (except Terrorism) OH & WA -$600,000 ,000 Terrorism Excess Automobile Liability -MWZ:X. 310369 (Ml) Combined Single Limit -$1 ,000 ,000 Self-Insured Retention -$1 ,000,000 Page 2 of 2 ACORD 101 (2008/01) © 2008 ACORD CORPORATION . All rights reserved . The ACORD name and logo are registered marks of ACORD Exhibit "E" Memorandum of Lease [Appears on Following Pages] 30 MEMORANDUM OF LEASE Recording Requested by & When Recorded Return to: New Cingular Wireless PCS , LLC Attn: Network Real Estate Administration 575 Morosgo Drive NE Suite 13F, West Tower Atlanta, GA 30324 APN: 369-31-033 Cell Site No.: CCU2719 Search Ring Name : Central Cupertino Reio Cell Site Name: Central Cupertino Reio Fixed Asset No.: 10575109 State: California County: Santa Clara MEMORANDUM OF LEASE (Space Above This Line For Recorder's Use Only) This Memorandum of Lease is entered into on this i iY day of J ~ , 2017, by and between the City of Cupertino, a municipal corporation, having a mailingadress of Attn: City Manager, 10300 Torre Avenue, Cupertino, CA 95014 (hereinafter referred to as "City"), and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 575 Morosgo Drive NE, Suite 13F, West Tower, Atlanta, GA 30324 (hereinafter referred to as "Lessee"). 1. City and Lessee entered into a certain Ground Space Lease ("Lease") as of the b 11,. day of J ~ , 2017, for the purpose of installing, operating and maintaining a communi~s facility and other improvements. All of the foregoing is set forth in the Lease. 2. The initial lease term will be five (5) years commencing on the Commencement Date of the Lease, with two (2) successive five (5) year options to renew. 3. The portion of the land being leased to Tenant and associated easements are described in Exhibit 1 annexed hereto. 4. This Memorandum of Lease is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the tem1s, conditions or provisions of the Lease, all of which are hereby ratified and affirmed . In the event of a conflict between the provisions of this Memorandum of Lease and the provisions of the Lease, the provisions of the Lease shall control. The Lease shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Lease. 31 IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written. "CITY" City of Cupertino, a mu~~l corporati~ By [/~ f----. Name : ~ ~,-1/:;l ~ Its: ~ 7)F~,L Date: 7--J,-if ,2017 "LESSEE" New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation :: Manag°gfj£? I Name: M' I 16 'b 1 .o 1c1iaew ur d ts . Dira e,or Date, Coos~on &B,gmeJl/,lJ 5·-'/&)7 [ACKNOWLED GMENTS APPEAR ON FOLLOWING TWO (2) PAGES] 32 CITY ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validitv of that document. State of California Countyof )"t...,h,_ C/~,,-o,. On , ([v 11 ~ , 1....l> ( ".t-before me, A,,.. .f +,"' ~,,, u r-1::~..,,_ .... _;_s_~---'---,',.~1v_a_-f-v-_"~1---e_u_'-_, 1_c._, (insert name and title of the officer) personally appeared D a, v 1 d B re..~¢ f , who proved to me on the basis of satisfactory evidence to be the person(rj' whose name~ is/are subscribed to the within instrument and aclmowledged to me that he/she/they executed the same in his/her/their authorized capacity(k(sJ , and that by his/her/their signature,.(s) on the instrument the perso~, or the entity upon behalf of which the person'8'J acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature M ~ ~ (Seal) 33 LESSEE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validitv of that document. State of Cal)..fornia _ County of ~[v-\-r\'r,-Co~tn ) before me , {Y(}b):Q'J IA v7 Yb j I C 1 r (insert name and title of the officer) personally appeared ------------~._,__~~~-~---~~~-~----~' who proved to me on the basis o satisfactory evidence to be the person whose name is /~ subscribed to the within instrument and acknowledged to me that he/~!hey executed the same in his~r authorized capacityyes), and that by his~~r signatur~n the instrument the perso~ or the entity upon behalf of which the perso'8) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 34 (Seal) 1 @:-:-.~ K. A. MARTIC-KONGf:A L ,ii / Commission # 2091887 ~ j . ·• Notary Public • California ~ ) Contra Costa County ~ ..... ., ffl •1: B'! \61s2e1 el K A MARilC-KONGEAl · · 1 Ion, 2091887 z ~~:1; ~'uollc • c,11,ornla ! contra co,ta ocaun2i 201 s comm. Ex res ec . EXHIBIT 1 DESCRIPTION OF PREMISES Page 1 of 2 to the Memorandum of Lease dated J ~ ~ , 2017, by and between the City of Cupertino, a municipal corporation, as City, an~w Cingular Wireless PCS, LLC, a Delaware limited liability company, as Lessee. The City Property is legally described as follows: All that certain real property situated in Santa Clara Coun ty, State of California, described :1s follows: PARCEL ONE: LOT 7, AS SHOWN ON TI-fAT CERTAIN MAP ENTITLED TRACT NO. 3743 CUPER1lNO TOWN CENTER, WHlCH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANT A CLARA, ST A TE OF CALIFORNIA ON OCTOBER 16, 1964, IN BOOK 186 OF MAPS PAGE(S)36AND37 PARCEL TWO: PARCELS A, B, C & D, AS SHOWN ON THAT CERTAIN PARCEL MAP ENTITLED, "PARCEL MAP, BEING ALL OF LOT 4, TRACT NO. 3743, CITY OF CUPERTINO", WHICH PARCEL fv(AP WAS Ffi,ED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANT A CLA R,\, ST ATE OF CAUFORNIA ON 1ARCH7, 1974INB00K3370F MAPS,ATPAG E ll. AP :369-3 1-033 ARB: 371-02-044. 43, 43.1,43.2, 43.3 The Premises are described and/or depicted as follows: [One (1) Page Depiction of the Premises Suitable for Recording in Santa Clara County Appears on Following Page] 35 u / ... 'Js ~STRY9 i!~ AZ•CA -CO -D .,...,,,...f)(.Uf 1150 Salemo Blvd . SUie 1259 Alameda, CA 94501 PRff'A.REDFOR ~ ~ at&t ,, Mobility .SOOIEXKUTM,An;WAY.ffl~ lon f ....ar\.Coecrr.bt'5al LEASE EXHIBIT/ MOL PROJECT INFO SITE NAME: CENTRAL CUPERTINO RELO CCU2719 SITE NUMBER : CCU2719 FA LOCATION CODE: 10575109 ADDRESS : 10300TORRE AVE . CUPERTINO. CA 95014 CITY OF CUPERTINO EXHIBIT 1 Exhibit "F" Ground Lease [Lease Agreement Dated as of May 1, 2012 Appears on Following Pages] 36 Qu i nt & Thimmig LLP LEASE AGREEMENT Dated as of May 1, 2012 by and between the 02/10/12 02/24/1 2 04/11/12 FINAL 05 /09 /1 2 CUPERTINO PUBLIC FACILITIES CORPORATION, as Lessor and the CITY OF CUPERTINO, CALIFORNIA, as Lessee (2012 Re.financing Project) TABLE OF CONTENTS ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions ...................................................................................................................................................................................... 2 Section 1.2. Interpretation ................................................................................................................................................................................ 2 Section 1.3.Exhibits ............................................................................................................................................................................................ 2 ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1. Representations, Covenants and Warranties of the City ....................................................................................... 3 Section 2.2. Representations, Covenants and Warranties of Corporation .............................................................................. 3 ARTICLE III DEPOSIT OF MONEYS Section 3.1 . DepositofMoneys ...................................................................................................................................................................... 5 Section 3.2. Payment of Delivery Costs .................................................................................................................................................... 5 ARTICLEN AGREEMENTTOLEASE;TERMOFTHISLEASEAGREEMENT;LEASEPAYMENTS Section 4.1. Lease .................................................................................................................................................................................................. 6 Section 4.2. Term of Agreement.. .......................................................................................... , ...................................................................... 6 Section 4.3. Possession .................................................................................................................................................................. : .................... 6 Section 4.4. Lease Payments ........................................................................................................................................................................... 6 Section 4.5. Quiet Enjoyment. ........................................................................................................................................................................ 7 Section 4.6. Title ................................................................................................................................................................................................... 8 Section 4 .7. Additional Payments ............................................................................................................................................................... 8 ARTICLEV MAINTENANCE; TAXES; INSURANCE; USE LIMIT A TIO NS; AND OTHER MA TIERS Section 5.1. Maintenance, Utilities, Taxes and Assessments ......................................................................................................... 9 Section 5 .2. Modification of Property ......................................................................................................................................................... 9 Section 5.3. Public Liability and Property Damage Insurance ................................................................................................. 10 Section 5.4. Fire and Ex tended Coverage Insurance; No Earthquake Insurance ............................................................ 10 Section S.S . Rental Interruption Insurance .......................................................................................................................................... 10 Section 5 .6. Title Insurance ............................................................................................................................................................................ 11 Section 5 .7. Insurance Net Proceeds; Form of Po]icies .................................................................................................................... 11 Section 5.8. Advances ..................................................................................................................................................................................... 11 Section 5 .9. Installation of City's Equiprnent ...................................................................................................................................... 11 Section 5.10. Liens ............................................................................................................................................................................................. 12 Section 5.11. Private Activity Bond Limitation ................................................................................................................................. 12 Section 5.12. Federal Guarantee Prohibition ..................................................................................................................................... 12 Section 5.13. Rebate Requirement.. ......................................................................................................................................................... 12 Section 5 .14. No Arbitrage ........................................................................................................................................................................... 12 Section 5.15. Maintenance ofTax-Exemption ..................................................................................................................................... 12 Section 5.16. No Condemnation ................................................................................................................................................................ 12 ARTICLE VI DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS Section 6.1. Eminent Domain ..................................................................................................................................................................... 13 Section 6.2. Application of Net Proceeds ............................................................................................................................................... 13 Section 6.3. Abatement of Lease Payments in the Event of Damage or Destruction .................................................... 13 -1- ARTICLEVTI DISCLAilVIEROFWARRANTIES;ACCESS;INDEMNIFICATION Section 7.1. Disclaimer ofWarranties ..................................................................................................................................................... 15 Section 7.2. Access to the Property·················································································--·-······································································ 15 Section 7.3. Release and Indemnification Covenants .................................................................................................................... 15 ARTICLE VIlI ASSIGNMENT, SUBLEASING AND AMENDMENT Section 8.1.Assignmentby the Corporation ...................................................................................................................................... 16 Section 8.2. Assignment and Subleasing by the City .................................................................................................................... 16 Section 8.3.Amen dmentofLease Agreement... ............................................................................................................................... 16 ARTICLED< EVENTS OF DEFAULT AND REMEDIES Section 9.1 . Events of Default Defined ................................................................................................................................................... 20 Section 9.2. Remedies on Defaul t ............................................................................................................................................................. 20 Section 9.3. No Remedy Exclusive ........................................................................................................................................................... 21 Section 9.4 . Agreement to Pay Attorneys' Fees and Expenses ................................................................................................. 22 Section 9 .5. No Additional Waiver Implied by One Waiver ..................................................................................................... 22 Section 9 .6. Application of Proceeds ........................................................................................................................................................ 22 Section 9.7. Trustee and Certificate Owners to Exercise Rights ................................................................................................ 22 Section 9.8. No Right to Terminate for Corporation Default ...................................................................................................... 22 ARTICLEX PREPAYMENT OF LEASE PAYMENTS Section 10.1. Security Deposit.. ................................................................................................................................................................... 23 Section 10.2. Prepayment Option ............................................................................................................................................................. 23 Section 103. Mandatory Prepayment From Net Proceeds of Insurance, Title Insurance or Eminent Domain .............................................................................................................................................................................. 24 Section 10.4. Credit for Amounts on Deposit... ................................................................................................................................... 24 ARTICLE XI MISCELLANEOUS Section 11 .1. Notices ......................................................................................................................................................................................... 25 Section 112. Binding Effect .......................................................................................................................................................................... 25 Section 113. Severability .............................................................................................................................................................................. 25 Section 11.4. Net-net-ne t Lease .................................................................................................................................................................. 25 Section 115. Further Assurances and Corrective Instruments ................................................................................................. 25 Section 11 .6. Exe cution in Counterparts ................................................................................................................................................ 26 Section 11.7. Applicab l e Law ...................................................................................................................................................................... 26 Section 11.8. Corporation and City Representatives ...................................................................................................................... 26 Section 11 .9. Caption s ..................................................................................................................................................................................... 26 EXHIBIT A: EXHIBITB: EXHIBITC: DESCRIPTION OF THE SITE DESCRIPTION OF THE FACILITY SCHEDULE OF LEASE PAYMENTS -11- LEASE AGREEMENT THIS LEASE AGREE11ENT (the "Lease Agreement"), dated for convenience as of May 1, 2012, by and between the CUPERTINO PUBLIC FACILITIES CORPORATION, a nonprofit, public benefit corporation organized and existing under the laws of the State of California, as lessor (the "Corporation"), and the CITY OF CUPERTINO, a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State of California, as lessee (the "City"); WITNESSETH : WHEREAS, pursuant to that certain Site and Facility Lease, dated as of May 1, 2012 (the "Site and Facility Lease"), the City has leased those certain parcels of real property situated in Santa Clara County, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (the "Site"), and those certain improvements thereon, more particularly described in Exhibit B hereto (the "Facility" and, with the Site, the "Property"), to the Corporation, all for the purpose of enabling the City to refinance various public capital improvements throughout the geographic boundaries of the City and, in particular, to refund the City's outstanding Certificates of Participation (2002 Refinancing and Capital Improvement Project)(the "2002 Certificates"); WHEREAS , the Corporation proposes to lease the Property to the City pursuant to this Lease Agreement and to assign its right to receive lease payments under this Lease Agreement (the "Lease Payments"), its right to enforce payment of the Lease Payments and otherwise to enforce its interest and rights under this Lease Agreement in the event of a default hereunder by the City, to The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), pursuant to that certain Assignment Agreement, dated as of May 1, 2012, by and between the Corporation and the Trustee; WHEREAS, pursuant to that certain Trust Agreement, dated as of May 1, 2012, by and among the City, the Corporation and the Trustee, the Trustee will execute and deliver certificates of participation (the "Certificates") in the Lease Payments; and WHEREAS, the proceeds of the Certificates, together with other available moneys, will be applied by the City to (a) refund the 2002 Certificates, (b) fund a reserve fund for the Certificates, and (c) pay delivery costs incurred in connection with the execution, delivery and sale of the Certificates; NOW, THEREFORE, for and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows: ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Lease Agreement shall have the respective meanings specified in Section 1.01 of the Trust Agreement, dated as of May 1, 2012, by and among the City, the Corporation and the Trustee. Section 1.2. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. ( c) All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Lease Agreement; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Lease Agreement as a whole and not to any particular Article, Section or subdivision hereof . Section 1.3. Exhibits. The following exhibits are attached to, and by this reference made a part of, this Lease Agreement: Exhibit A: Exhibit B: Exhibit C: The description of the Site. The description of the Facility. The schedule of Lease Payments to be paid by the City hereunder with respect to the Property, showing the Lease Payment Date and amount of each such Lease Payment. -2- ARTICLE II REPRESENT A TIO NS, COVENANTS AND WARRANTIES Section 2 .1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Corporation as follows: (a) Due Organization and Existence. The City is a municipal corporation and general law city, duly organized and existing under and by virtue of the laws of the State. (b) Authorization. The laws of the State authorize the City to enter into the Site and Facility Lease, this Lease Agreement and the Trust Agreement and to enter into the transactions contemplated by and to carry out the City's obligations under all of the aforesaid agreements . The City has duly authorized and executed all of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of the City, enforceable against the City in accordance with their respective terms . (c) No Violations. Neither the execution and delivery of the Site and Facility Lease, this Lease Agreement or the Trust Agreement, the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction, agreement or instrument to which the City is now a party or by which the City is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrances whatsoever upon any of the property or assets of the City, or upon the Property, except Permitted Encumbrances. (d) Execution and Deliveiy. The City has duly authorized and executed this Lease Agreement in accordance with all applicable laws. Section 2.2 . Representations, Covenants and Warranties of Corporation. The Corporation represents, covenants and warrants to the City as follows: (a) Due Organization and Existence. The Corporation is a nonprofit, public benefit corporation, organized and existing under and by virtue of the laws of the State; has power to enter into the Site and Facility Lease, this Lease Agreement, the Assignment Agreement and the Trust Agreement; is possessed of full power to own and hold, improve and equip real and personal property and to lease and sell the same; has duly authorized the execution and delivery of all of the aforesaid agreements and such agreements constitute the legal, valid and binding agreements of the Corporation, enforceable against the Corporation in accordance with their respective terms . (b) No Encumbrances. The Corporation will not pledge the Lease Payments or other amounts derived from the Property and from its other rights under this Lease Agreement and will not mortgage or encumber the Property, except as provided under the terms of this Lease Agreement and the Trust Agreement. (c) No Violations. Neither the execution and delivery of the Site and Facility Lease, this Lease Agreement, the Assignment Agreement or the Trust Agreement, the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Corporation is now a party or by which the Corporation is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance -3- whatsoever upon any of the property or assets of the Corporation, or upon the Property, except Permitted Encumbrances. (d) No Assignments. Except as provided herein, the Corporation will not assign this Lease Agreement, its right to receive Lease Payments from the City or its duties and obligations hereunder to any other person, firm or corporation so as to impair or violate the representations, covenants and warranties contained in this Section 2.2. (e) Execution and Deliveiy. The Corporation has duly authorized and executed this Lease Agreement in accordance with all applicable laws. -4- ARTICLE III DEPOSIT OF MONEYS Section 3.1. Deposit of Moneys. On the Closing Date, the Corporation shall cause to be deposited with the Trustee the net proceeds of sale of the Certificates. Amounts required to pay Delivery Costs shall be deposited in the Delivery Costs Fund and amounts required to refund the 2002 Certificates will be transferred to the Escrow Bank for deposit in the Escrow Fund. Section 3 .2. Payment of Delivery Costs. Payment of Delivery Costs shall be made from the moneys deposited in the Delivery Costs Fund, which moneys shall be disbursed for such purpose in accordance and upon compliance with Section 3.02 of the Trust Agreement. -5 - ARTICLE IV AGREEMENT TO LEASE; TERM OF THIS LEASE AGREEMENT;LEASEPAYMENTS Section 4.1. Lease. (a) The Corporation hereby leases the Property to the City, and the City hereby leases the Property from the Corporation, upon the terms and conditions set forth in this Lease Agreement. (b) The leasing of the Property by the City to the Corporation pursuant to the Site and Facility Lease shall not affect or result in a merger of the City's leasehold estate pursuant to this Lease Agreement and its fee estate as lessor under the Site and Facility Lease. Section 4.2. Term of Agreement. The Term of the Lease Agreement shall commence on the Closing Date, and shall end on July 1, 2030, unless such term is extended as hereinafter provided. If, on July 1, 2030, the Trust Agreement shall not be discharged by its terms or if the Lease Payments or Additional Payments, if any, payable hereunder shall have been abated at any time and for any reason, then the Term of the Lease Agreement shall be extended without the need to execute any amendment to this Section 4.2 until there has been deposited with the Trustee an amount sufficient to pay all obligations due under the Lease Agreement, but in no event shall the Term of the Lease Agreement extend beyond July 1, 2040. If, prior to July 1, 2030, the Trust Agreement shall be discharged by its terms, the Term of the Lease Agreement shall thereupon end. Section 4.3. Possession. The City hereby agrees to accept and take possession of the Property on or prior to the date of recordation of this Lease Agreement . Section 4.4 . Lease Payments . (a) Obligation to Pay. Subject to the provisions of Articles VI and X hereof, the City agrees to pay to the Corporation, its successors and assigns, as rental for the use and occupancy of the Property during each Rental Period, the Lease Payments (denominated into components of principal and interest) in the respective amounts specified in Exhibit C hereto, to be due and payable on the respective Lease Payment Dates specified in Exhibit C hereto. Any amount held in the Lease Payment Fund on any Lease Payment Date (other than amounts resulting from the prepayment of the Lease Payments in part but not in whole pursuant to Article X hereof and other than amounts required for payment of Certificates not yet surrendered) shall be credited towards the Lease Payment then due and payable; and no Lease Payment need be made on arty Lease Payment Date if the amounts then held in the Lease Payment Fund are at least equal to the Lease Payment then required to be paid. The Lease Payments for the Property payable in any Rental Period shall be for the use of the Property for such Rental Period. (b) Effect of Prepayment. In the event that the City prepays all remaining Lease Payments and all Additional Payments due under Section 4 .7 hereof in full pursuant to Article X hereof, subject to Section 4.2 hereof, the City's obligations under this Lease Agreement shall thereupon cease and terminate including, but not limited to, the City's obligation to pay Lease Payments under this Section 4.4; subject however, to the provisions of Section 10 .1 hereof in the case of prepayment by application of a security deposit. In the event that the City optionally prepays the Lease Payments in part but not in whole pursuant to Section 10 .2 hereof or pursuant to Section 10.3 hereof as a result of any insurance or condemnation award with respect to any portion of the Property, such prepayment shall be credited entirely towards the prepayment of -6- the Lease Payments as follows: (i) the principal components of each remaining Lease Payment shall be reduced in such order as shall be selected by the City in integral multiples of $5,000; and (ii) the interest component of each remaining Lease Payment shall be reduced by the aggregate corresponding amount of interest which would otherwise be payable with respect to the Certificates thereby redeemed pursuant to Sections 4 .0l(a) or (b), as the case may be, of the Trust Agreement. ( c) Rate on Overdue Payments . In the event. the City should fail to make any of the payments required in this Section 4.4, the payment in default shall continue as an obligation of the City until the amount in default shall have been fully paid and the City agrees to pay the same with interest thereon, to the extent permitted by law, from the date of default to the date of payment at the rate per annum payable with respect to the Certificates. Such interest, if received, shall be deposited in the Lease Payment Fund or in the Reserve Fund to replenish the Reserve Fund if withdrawals were made therefrom as a result of the default. (d) Fair Rental Value. The Lease Payments for each Rental Period shall constitute the total rental for each such Rental Period and shall be paid by the City in each Rental Period for and in consideration of the right of the use and occupancy and the continued quiet use and enjoyment of the Property during each Rental Period. The parties hereto have agreed and determined that the total Lease Payments for the Property represent the fair rental value of the Property. In making such determination, consideration has been given to the obligations of the parties under this Lease Agreement, the uses and purposes which may be served by the Property and the benefits therefrom which will accrue to the City and the general public. (e) Source of Payments; Budget and Appropriation. Lease Payments shall be payable from any source of available funds of the City, subject to the provisions of Articles VI and X hereof . The City covenants to take such action as may be necessary to include all Lease Payments due hereunder in each of its budgets during the Term of the Lease Agreement and to make the necessary annual appropriations for all such Lease Payments and for Additional Payments due under Section 4.7 hereof. To that end, the Council shall direct budgetary staff to include in each annual budget proposal to the Council an appropriation sufficient to pay Lease Payments and Additional Payments. The City hereby expresses its present intent to appropriate Lease Payments and Additional Payments due under Section 4 .7 hereof during the Term of the Lease Agreement. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Lease Agreement agreed to be carried out and performed by the City. (f) Assignment. The City understands and agrees that all Lease Payments have been assigned by the Corporation to the Trustee in trust, pursuant to the Assignment Agreement, for the benefit of the Owners of the Certificates, and the City hereby assents to such assignment. The Corporation hereby directs the City, and the City hereby agrees to pay to the Trustee at the Principal Corporate Trust Office, all payments payable by the City pursuant to this Section 4.4 and all amounts payable by the City pursuant to Article X hereof . Section 4.5 . Quiet Enjoyment. During the Term of the Lease Agreement, the Corporation shall provide the City with quiet use and enjoyment of the Property and the City shall, during such Term, peaceably and quietly have and hold and enjoy the Property without suit, trouble or hindrance from the Corporation, except as expressly set forth in this Lease Agreement. The Corporation will, at the request of the City and at the City's cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent -7- the Corporation may lawfully do so. Notwithstanding the foregoing, the Corporation shall have the right to inspect the Property as provided in Section 7.2. hereof. Section 4.6. Title. During the Term of the Lease Agreement, the Corporation shall hold leasehold title to the Property and the City shall hold fee title to those portions of the Property which are newly acquired or constructed and any and all additions which comprise fixtures, repairs, replacements or modifications to the Property, except for those fixtures , repairs, replacements or modifications which are added to the Property by the City at its own expense and which may be removed without damaging the Property and except for any items added to the Property by the City pursuant to Section 5.9 hereof. If the City prepays the Lease Payments in full pursuant to Article X hereof or makes the security deposit permitted by Section 10.1 hereof, or pays all Lease Payments during the Term of the Lease Agreement as the same become due and payable, subject to Section 4.2 hereof, and pays Additional Payments, if any, all right, title and interest of the Corporation in and to the Property shall be terminated . The Corporation agrees to take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such transfer of title. Section 4.7. Additional Payments. In addition to the Lease Payments, the City shall pay when due the following Additional Payments: (a) Any fees and expenses incurred by the City in connection with or by reason of its leasehold estate in the Property as and when the same become due and payable. (b) Any amounts due to the Trustee pursuant to the Trust Agreement for all services rendered under the Trust Agreement and for all reasonable expenses, charges, costs, liabilities, legal fees and other disbursements incurred in and about the performance of its powers and duties under the Trust Agreement. (c) Any reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the City, the Corporation or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under this Lease Agreement or the Trust Agreement. (d) Any reasonable out-of-pocket expenses of the City in connection with the execution and delivery of this Lease Agreement or the Trust Agreement, or in connection with the execution and delivery of the Certificates, including any and all expenses incurred in connection with the authorization, execution, sale and delivery of the Certificates, or incurred by the Corporation in connection with any litigation which may at any time be instituted involving this Lease Agreement, the Trust Agreement, the Certificates or any of the other documents contemplated hereby or thereby, or incurred by the Corporation in connection with the Continuing Disclosure Certificate, or otherwise incurred in connection with the administration thereof. -8- ARTICLE V MAINTENANCE; TAXES; INSURANCE; USE LilviITATIONS; AND OTHER MA TIERS Section 5.1. Maintenance, Utilities, Taxes and Assessments. Throughout the Term of the Lease Agreement, as part of the consideration for the rental of the Property, all improvement, repair and maintenance of the Property shall be the responsibility of the City and the City shall pay, or otherwise arrange, for the payment of all utility services supplied to the Property which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Lease Payments herein provided, the Corporation agrees to provide only the Property, as hereinbefore more specifically set forth. The City waives the benefits of subsections 1 and 2 of section 1932 of the California Civil Code, but such waiver shall not limit any of the rights of the City under the terms of this Lease Agreement. The City shall also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Corporation or the City affecting the Property or the respective interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of the Lease Agreement as and when the same become due. The City may, at the City's expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Corporation shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such items, the interest of the Corporation in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments or charges or provide the Corporation with full security against any loss which may result from nonpayment, in form satisfactory to the Corporation. The City shall provide the Corporation with written notice of any such contest and shall provide such updates on the contest as the Corporation may reasonably request. Section 5.2. Modification of Property. The City shall, at its own expense, have the right to remodel the Property or to make additions, modifications and improvements to the Property. All additions, modifications and improvements to the Property shall thereafter comprise part of the Property and be subject to the provisions of this Lease Agreement . Such additions, modifications and improvements shall not in any way damage the Property, substantially alter its nature, cause the interest component of Lease Payments to be subject to federal income taxes or cause the Property to be used for purposes other than those authorized under the provisions of State and federal law; and the Property, upon completion of any additions, modifications and improvements made thereto pursuant to this Section 5.2, shall be of a value which is not substantially less than the value of the Property irnmedia tely prior to the making of such additions, modifications and improvements. The City will not permit any mechanic's or other lien to be established or remain against the Property for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the City pursuant to this Section 5.2; provided that if any such lien is established and the City shall first notify the Corporation of the City's intention to do so, the City may in good faith contest any lien filed or established against the Property, and in such event may permit the items so contested to remain undischarged and unsatisfied -9- during the p eriod of such contes t and any appeal therefrom a nd shall provide the Corporation with full security against any loss or forfeiture which might arise from the nonpayment of any such item, in form satisfactory to the Corporation. The Corporation will cooperate fully in any such contest, upon the request and at the expense of the City. Section 5 .3 . Public Liability and Property Damage Insurance. The City shall maintain or cause to be maintained, throughout the Term of the Lease Agreement, insurance policies, including a standard comprehensive general insurance policy or policies in protection of the Corporation, the City and the Trustee and their respective members, officers, agents and employees . Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the City, and may be maintained through a joint exercise of powers authority created for such purpose or in the form of self-insurance by the City. Said policy or policies shall provide for indemnification of said parties against direct or consequential loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Property. Said policy or policies shall provide coverage in the minimum liability limits of $1,000,000 for personal injury or death of each person and $3,000,000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $100,000 (subject to a deductible clause of not to exceed $5,000) for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single limit policy in the amount of $3,000,000 covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the City and may be maintained in the form of insurance maintained through a joint exercise of powers authority created for such purpose or in the form of self-insurance by the City. The Net Proceeds of such liability insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds shall have been paid. Section 5.4. Fire and Extended Coverage Insurance; No Earthquake Insurance. The City shall maintain, or cause to be maintained throughout the Term of the Lease Agreement, insurance against loss or damage to any part of the Property constituting structures, if any, by fire and lightning, with extended coverage and vandalism and malicious mischief insurance; provided, however, that the City shall not be required to maintain earthquake insurance with respect to the Property. Said extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to one hundred percent (100%) of the replacement cost of such portion of the Property, if any. Such insurance may be subject to deductible clauses of not to exceed $100,000 for any one loss. Such insurance may be maintained as part of or in conjunction with any other fire and extended coverage insurance carried by the City may be maintained in whole or in part in the form of insurance maintained through a joint exercise of powers authority created for such purpose. The Net Proceeds of such insurance shall be applied as provided in Section 6.2(a) hereof. Section 5 .5. Rental Interruption Insurance. The City shall maintain, or cause to be maintained, throughout the Term of the Lease Agreement rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of any part of the Property during the Term of the Lease Agreement as a result of any of the hazards covered in the insurance required by Section 5 .4 hereof, if any, in an amount at least equal to two times ·· · maximum annual Lease Payments. The Net Proceeds of such insurance shall be paid to the Trustee and deposited in the Lease Payment Fund and shall be credited towards the payment of the Lease Payments in the order in which such Lease Payments come due and payable. Such insurance ma y be maintained as part of or in conjunction with any other insurance carried by the City and may be maintained in whole or in part in the form of insurance maintained -10- through a joint exercise of powers authority created for such purpose. The City may not satisfy the requirements of this Section 5.5 for rental interruption insurance with self-insurance. Section 5.6 . Title Insurance. (a) The City shall provide, from moneys in the Delivery Costs Fund or at its own expense, on the Closing Date, an CLTA title insurance policy in the amount of not less than the principal amount of the Certificates, insuring the City's leasehold estate in the Property, subject only to Permitted Encumbrances. (b) The Net Proceeds of such title insurance shall be applied as provided in Section 6.2(c) hereof . Section 5.7. Insurance Net Proceeds; Form of Policies. Each policy or other evidence of insurance required by Sections 5.3, 5.4, 5.5 and 5.6 hereof shall provide that all proceeds thereunder shall be payable to the Trustee as and to the extent required hereunder, shall name the Trustee as an additional insured and shall be applied as provided in Section 6.2 hereof. Insurance must be provided by an insurer rated "A" or better by S&P or A.M. Best Company. The City shall pay or cause to be paid when due the premiums for all insurance policies required by this Lease Agreement. All policies evidencing required insurance shall provide thirty (30) days' prior written notice to the Corporation, the City and the Trustee of any cancellation, reduction in amount or material change in coverage. The Trustee shall not be responsible for the sufficiency of any insurance herein required, including any forms of self- insurance and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss. The City shall cause to be delivered annually on or before each July 1 to the Trustee a certification, signed by a City Representative, stating compliance with the provisions of Section 5.3 through 5 .7 of this Lease Agreement. The Trustee shall be entitled to rely on such certification without independent investigation. The City shall have the adequacy of any insurance reserves maintained by the City or by a joint exercise of powers authority, if applicable, for purposes of the insurance required by Section 5 .3 and 5.4 hereof reviewed at least annually, on or before each July 1, by an independent insurance consultant and shall maintain reserves in accordance with the recommendations of such consultant to the extent moneys are available for such purpose and not otherwise appropriated . Section 5.8. Advances. If the City shall fail to perform any of its obligations under this Article V, the Corporation or the Trustee may, but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances as soon as possible, with interest at a rate equal to the rate then payable with respect to the Certificates from the date of the advance to the date of repayment. Section 5.9. Installation of City's Equipment. The City may, at any time and from time to time in its sole discretion and at its own expense, install or permit to be installed items of equipment or other personal property in or upon any portion of the Property. All such items shall remain the sole property of the City in which neither the Corporation nor the Trustee shall have any interest and may be modified or removed by the City at any time provided that the City shall repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Lease Agreement shall prevent the City from purchasing or leasing items to be installed pursuant to this Section 5.9 under a lease or conditional sale agreement, or subject to a: vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Property. -11- Section 5 .10. Li ens. The City shall not, directly or indirectly, create, incur, assume or s uffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than the respective rights of the Corporation and the City as provided herein and Permitted Encumbrances . Except as expressly provided in this Article V, the City shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the s ame shall arise at any time. The City shall reimburse the Corporation for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. Section 5.11. Private Activity Bond Limitation. The City shall assure that proceeds of the Certificates are not so used as to cause the Certificates or the Lease Agreement to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 14l(c) of the Code. Section 5.12 . Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Certificates or the Lease Agreement to be "federally guaranteed" within the meaning of section 149(b) of the Code. Section 5 .13. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(£) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Certificates and the Leas e Agreement . Section 5 .14 . No Arbitrage. The City shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Certificates which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Certificates or the Lea s e Agreement to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 5 .15. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest with respect to the Certificates from the gross income of the Owners of the Certificates to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the Closing Date. Section 5.16 . No Condemnation. The City hereby covenants and agrees, to the extent it may lawfully do so, that so long as any of the Certificates remain outstanding and unpaid, the City will not exercise the power of condemnation with respect to the Property. The City further covenants and agrees, to the extent it may lawfully do so, that if for any reason the foregoing covenant is determined to be unenforceable or if the City should fail or refuse to abide by such covenant and condemns the Property, the appraised value of the Property shall not be less than the greater of (i) if the Certificates are then subject to redemption, the principal and interest components of the Certificates Outstanding through the date of their redemption, or (ii) if the Certificates are not then subject to redemption, the amount necessary to defease the Certificates to the first available redemption date in accordance with the Trust Agreement. -12- ARTICLE VI DAMAGE, DESTRUCTION AND EMINENT DOMAIN; USE OF NET PROCEEDS Section 6.1. Eminent Domain. (a) If all of the Property shall be taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Term of this Lease Agreement shall cease as of the day possession shall be so taken. If less than all of the Property shall be taken permanently, or if all of the Property or any part thereof shall be taken temporarily under the power of eminent domain, (1) this Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (2) there shall be a partial abatement of Lease Payments as a result of the application of the Net Proceeds of any eminent domain award to the prepayment of the Lease Payments hereunder, in an amount to be agreed upon by the City and the Corporation, and so certified to by the parties to the Trustee, such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Property, except to the extent of special funds, such as amounts in the Reserve Fund available for the payment of Lease Payments. (b) The City hereby covenants and agrees, to the extent it may lawfully do so, that so long as any of the Certificates remain outstanding and unpaid, the City will not exercise the power of condemnation with respect to the leased property. The City further covenants and agrees, to the extent it may lawfully do so, that if for any reason the foregoing covenant is determined to be unenforceable or if the City should fail or refuse to abide by such covenant and condemns the leased property, the appraised value of the leased property shall not be less than the greater of (i) if such Certificates are then subject to redemption, the principal and interest components of the Certificates outstanding through the date of their redemption, or (ii) if such Certificates are not then subject to redemption, the amount necessary to defease such Certificates to the first available redemption date in accordance with the Trust Agreement. Section 6.2. Application of Net Proceeds. (a) From Insurance Award. The Net Proceeds of any insurance award resulting from any damage to or destruction of any .portion of the Property constituting structures, if any, by fire or other casualty shall be paid by the City to the Trustee, as assignee of the Corporation under the Assignment Agreement, deposited in the Insurance and Condemnation Fund held by the Trustee and applied as set forth in Section 7.01 of the Trust Agreement. · (b) From Eminent Domain Award. The Net Proceeds of any eminent domain award resulting from any event described in Section 6 .1 hereof shall be paid by the City to the Trustee, as assignee of the Corporation under the Assignment Agreement, deposited in the Insurance and Condemnation Fund and applied as set forth in Section 7 .02 of the Trust Agreement. (c) From Title Insurance. The Net Proceeds of any title insurance award shall be paid to the Trustee, as assignee of the Corporation under the Assignment Agreement, deposited in the Insurance and Condemnation Fund and applied as set forth in Section 7.03 of the Trust Agreement. Section 6.3. Abatement of Lease Payments in the Event of Damage or Destruction. Lease Payments shall be abated during any period in which, by reason of damage or destruction, there is substantial interference with the use and occupancy by the City of the Property or any portion thereof ( other than any portions of the Property described in Section -13- 5 .2 hereof) to the extent to be agreed upon by the City and the Corporation and communicated by a City Representative to the Trustee. The parties agree that the amounts of the Lease Payments under such circumstances shall not be less than the amounts of the unpaid Lease Payments as are then set forth in Exhibit C, unless such unpaid amounts are determined to be greater than the fair rental value of the portions of the Property not damaged or destroyed (giving due consideration to the factors identified in the last sentence of Section 4.4(d)), based upon any appropriate method of valuation, in which event the Lease Payments shall be abated such that they represent said fair rental value. Such abatement shall continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction as communicated by a City Representative to the Trustee. In the event of any such damage or destruction, this Lease Agreement shall continue in full force and effect and the City waives any right to terminate this Lease Agreement by virtue of any such damage and destruction. Notwithstanding the foregoing, there shall be no abatement of Lease Payments under this Section 6 .3 to the extent that (a) the proceeds of rental interruption insurance or (b) amounts in the Reserve Fund, if cash funded, and/ or the Insurance and Condemnation Fund and/ or the Lease Payment Fund are available to pay Lease Payments which would otherwise be abated under this Section 6.3, it being hereby declared that such proceeds and amounts constitute special funds for the payment of the Lease Payments. If an abatement event has occurred but remedied, the City shall be required to extend the Term of this Lease Agreement, as described in Section 4.2, so that amounts abated are recouped. -14- ARTICLE VII DISCLAIMER OF WARRANTIES; ACCESS; INDE:MN1FICA TION Section 7.1. Disclaimer of Warranties. THE CORPORATION MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF THE PROPERTY OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY. IN NO EVENT SHALL THE CORPORATION OR ITS ASSIGNS BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SITE AND FACILITY LEASE, THIS LEASE AGREEMENT OR THE TRUST AGREEMENT FOR THE EXISTENCE, FURNISHING, FUNCTIONING OR THE CITY'S USE OF THE PROPERTY. Section 7 .2 . Access to the Property. The City agrees that the Corporation and any City Representative, and the Corporation's successors or assigns, shall have the right at all reasonable times to enter upon and to examine and inspect the Property. The City further agrees that the Corporation, any City Rep res en ta tive, and the Corporation's successors or assigns, shall have such rights of access to the Property as may be reasonably necessary to ca use the proper maintenance of the Property in the event of failure by the City to perform its obligations hereunder. Section 7.3. Release and Indemnification Covenants. The City shall and hereby agrees to indemnify and save the Corporation and the Trustee and their officers, agents, directors, employees, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Property by the City, (ii) any breach or default on the part of the City in the performance of any of its obligations under this Lease Agreement or the Trust Agreement, (iii) any act or omission of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Property, (iv) any act or omission of any sublessee of the City with respect to the Property, or (v) the authorization of payment of the Delivery Costs. Such indemnification shall include the costs and expenses of defending any claim or liability arising under this Lease Agreement or the Trust Agreement and the transactions contemplated thereby. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Corporation, its officers, agents, directors, employees, successors or assigns. -15 - ARTICLE VIII ASSIGNMENT, SUBLEASING AND AMENDMENT Section 8.1. Assignment by the Corporation. The Corporation's rights under this Lease Agreement, including the right to receive and enforce payment of the Lease Payments to be made by the City under this Lease Agreement (but except for its rights to give consents and approvals hereunder), have been assigned to the Trustee pursuant to the Assignment Agreement. Section 8.2. Assignment and Subleasing by the City. This Lease Agreement may not be assigned by the City. The City may sublease the Property or any portion thereof, but only with the written consent of the Corporation and subject to, and delivery to the Corporation of a certificate as to, all of the following conditions: (a) This Lease Agreement and the obligation of the City to make Lease Payments hereunder shall remain obligations of the City; (b) The City shall, within thirty (30) days after the delivery thereof, furnish or cause to be furnished to the Corporation and the Trustee a true and complete copy of such sublease; (c) No such sublease by the City shall cause the Property to be used for a purpose other than as may be authorized under the provisions of the Constitution and laws of the State; and (d) The City shall furnish the Corporation and the Trustee with a written opinion of Bond Counsel, which shall be an Independent Counsel, stating that such sublease does not cause the interest components of the Lease Payments to become subject to federal income taxes or State personal income taxes. Notwithstanding the foregoing, the City may sublease the Property to the Corporation in connection with a future certificates of participation or lease revenue bond financing without the necessity to comply with any of the foregoing conditions, so long as the total of the unpaid principal component of the Lease Payments and the principal component of the lease payments to be paid with respect to such future certificates of participation or lease revenue bond financing does not exceed the value of the Property. Section 8 .3. Amendment of Lease Agreement . (a) Substitution of Site or Facility. The City shall have, and is hereby granted, the option at any time and from time to time during the Term of the Lease Agreement to substitute other land (a "Substitute Site") and/or a substitute facility (a "Substitute Facility") for the Site (the "Former Site"), or a portion thereof, and/ or the Facility (the "Former Facility"), or a portion thereof, provided that the City shall satisfy all of the following requirements (to the extent applicable) which are hereby declared to be conditions precedent to such substitution: (i) If a substitution of the Site, the City shall file with the Corporation and the Trustee an amended Exhibit A to the Site and Facility Lease which adds thereto a description of such Substitute Site and deletes therefrom the description of the Former Site; (ii) If a substitution of the Site, the City shall file with the Corporation and the Trustee an amended Exhibit A to this Lease Agreement which adds thereto a description of such Substitute Site and deletes therefrom the description of the Former Site; -16- (iii) If a substitution of the Facility, the City shall file with the Corporation and the Trustee an amended Exhibit B to the Site and Facility Lease which adds thereto a description of such Substitute Facility and deletes therefrom the description of the Former Facility; (iv) If a substitution of the Facility, the City shall file with the Corporation and the Trustee an amended Exhibit B to this Lease Agreement which adds thereto a description of such Substitute Facility and deletes therefrom the description of the Former Facility; (v) The City shall certify in writing to the Corporation and the Trustee that such Substitute Site and/ or Substitute Facility serve the purposes of the City, constitutes property that is unencumbered, subject to Permitted Encumbrances, and constitutes property which the City is permitted to lease under the laws of the State; (vi) The City delivers to the Corporation and the Trustee evidence (which may be insurance values or any other reasonable basis of valuation and need not require an appraisal) that the value of the Property following such substitution is equal to or greater than the Outstanding principal amount of the Certificates and confirms in writing to the Trustee that the indemnification provided pursuant to Section 12 .03 of the Trust Agreement applies with respect to the Substitute Site and/or Substitute Facility; (vii) The Substitute Site and/ or Substitute Facility shall not cause the City to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by an officer's certificate delivered to the Trustee; (viii) The City shall obtain an amendment to the title insurance policy required pursuant to Section 5.6 hereof which adds thereto a description of the Substitute Site and deletes therefrom the description of the Former Site; (ix) The City shall provide notice of the substitution to any rating agency then rating the Certificates which rating was provided at the request of the City or the Corporation; and (x) The City shall furnish the Corporation and the Trustee with a written opinion of Bond Counsel, which shall be an Independent Counsel, stating that such substitution does not cause the interest components of the Lease Payments to become subject to federal income taxes or State personal income taxes. (b) Release of Site. The City shall have, and is hereby granted, the option at any time and from time to time during the Term of the Lease Agreement to release any portion of the Site, provided that the City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such release: (i) The City shall file with the Corporation and the Trustee an amended Exhibit A to the Site and Facility Lease which describes the Site; as revised by such release; (ii) The City shall file with the Corporation and the Trustee an amended Exhibit A to this Lease Agreement which describes the Site, as revised by such release; (iii) The City delivers to the Corporation and the Trustee evidence (which may be insurance values or any other reasonable basis of valuation and need not require an -17- appraisal) that the value of the Property, as revised by such release, is equal to or greater than the Outstanding principal amount of the Certificates and confinns in writing to the Trustee and the Corporation that the indemnification provided pursuant to Section 12.03 of the Trust Agreement applies with respect to the Site, as revised by such release; (iv) Such release shall not cause the City to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by an officer's certificate delivered to the Trustee; (v) The City shall obtain an amendment to the title insurance policy required pursuant to Section 5.6 hereof which describes the Site, as revised by such release; and (vi) The City shall provide notice of the release to any rating agency then rating the Certificates which rating was provided at the request of the City or the Corporation. (c) Release of Facility. The City shall have, and is hereby granted, the option at any time and from time to time during the Term of the Lease Agreement to release any portion of the Facility, provided that the City shall satisfy all of the following requirements which are hereby declared to be conditions precedent to such release: (i) The City shall file with the Corporation and the Trustee an amended Exhibit B to the Site and Facility Lease which describes the Facility, as revised by such release; (ii) The City shall file with the Corporation and the Trustee an amended Exhibit B to this Lease Agreement which describes the Facility, as revised by such release; (iii) The City delivers to the Corporation and the Trustee evidence (which may be insurance values or any other reasonable basis of valuation and need not require an appraisal) that the value of the Property, as revised by such release, is equal to or greater than the Outstanding principal amount of the Certificates and confirms in writing to the Trustee and the Corporation that the indemnification provided pursuant to Section 12.03 of the Trust Agreement applies with respect to the Facility, as revised by such release; (iv) Such release shall not cause the City to violate any of its covenants, representations and warranties made herein and in the Trust Agreement, as evidenced by an officer's certificate delivered to the Trustee; and (v) The City shall provide notice of the release to any rating agency then rating the Certificates which rating was provided at the request of the City or the Corporation. (d) Generally. The Corporation and the City may at any time amend or modify any of the provisions of this Lease Agreement, but only (i) with the prior written consent of the Owners of a majority in aggregate principal amount of the Outstanding Certificates, or (ii) without the consent of any of the Owners, but only if such amendment or modification is for any one or more of the following purposes: (i) to add to the covenants and agreements of the City contained in this Lease Agreement, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the City; (ii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or in any -18- other respect whatsoever as the Corporation and the City may deem necessary or desirable, provided that, in the opinion of Bond Counsel, such modifications or amendments will not materially adversely affect the interests of the Owners; or (iii) to amend any provision thereof relating to the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exclusion from gross income of interest with respect to the Certificates under the Code, in the opinion of Bond Counsel. -19- ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9 .1. Events of Default Defined. The following shall be "events of default" under this Lease Agreement and the terms "Events of Default" and "Default" shall mean, whenever they are used in this Lease Agreement, any one or more of the following events: (a) Failure by the City to pay any Lease Payment or other payment required to be paid hereunder at the time specified herein. (b) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Lease Agreement (including failure to request a ppropriation pursuant to Section 4.4(e) hereof) or under the Trust Agreement, other than as referred to in clause (a) of this Section 9.1, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Corporation, the Trustee or the Owners of not less than five percent (5%) in aggregate principal amount of Certificates then outstanding; provided, however, if the failure stated in the notice can be corrected, but not within the applicable period, the Corporation, the Trustee and such Owners shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar acts which may hereafter be enacted. Section 9.2. Remedies on Default. The Trustee shall have the right to re-enter and re-let the Property and to terminate this Lease Agreement. Whenever any Event of Default referred to in Section 9.1 hereof shall have happened and be continuing, it shall be lawful for the Corporation to exercise any and all remedies available pursuant to law or granted pursuant to this Lease Agreement; provided , however, that notwithstanding anything herein or in the Trust Agreement to the contrary, there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof, the Corporation may exercise any and all rights of entry and re-entry upon the Property, and also, at its option, with or without such entry, may terminate this Lease Agreement; provided, that no such termination shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. In the event of such default and notwithstanding any re-entry by the Corporation, the City shall, as herein expressly provided, continue to remain liable for the payment of the Lease Payments and/ or damages for breach of this Lease Agreement and the performance of all conditions herein contained and, in any event such rent and/or damages shall be payable to the Corporation at the time and in the manner as herein provided, to wit: (a) In the event the Corporation does not elect to terminate this Lease Agreement in the manner hereinafter provided for in subparagraph (b) hereof, the City agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions -20- herein contained and shall reimburse the Corporation for any deficiency arising out of the re- leasing of the Property, or, in the event the Corporation is unable to re-lease the Property, then for the full amount of all Lease Payments to the end of the Term of the Lease Agreement, but said Lease Payments and/ or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such entry or re-entry by the Corporation or any suit in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such re-entry or obtaining possession of the Property or the exercise of any other remedy by the Corporation. The City hereby irrevocably appoints the Corporation as the agent and attorney-in-fact of the City to enter upon and re-lease the Property in the event of default by the City in the performance of any covenants herein contained to be performed by the City and to remove all personal property whatsoever situated upon the Property, to place such property in storage or other suitable place within Santa Clara County, for the account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Corporation from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re-leasing of the Property and the removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. The City hereby waives any and all claims for damages caused or which may be caused by the Corporation in re- entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City that may be in or upon the Property. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Corporation to re-lease the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Corporation in effecting such re-leasing shall constitute a surrender or termination of this Lease Agreement irrespective of the term for which such re-leasing is made or the terms and conditions of such re-leasing, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Lease Agreement shall vest in the Corporation to be effected in the sole and exclusive manner hereinafter provided for in paragraph (b) hereof. (b) In an Event of Default hereunder, the Corporation at its option may terminate this Lease Agreement and re-lease all or any portion of the Property. In the event of the termination of this Lease Agreement by the Corporation at its option and in the manner hereinafter provided on account of default by the City (and notwithstanding any re-entry upon the Property by the Corporation in any manner whatsoever or the re-leasing of the Property), the City nevertheless agrees to pay to the Corporation all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments. Any surplus received by the Corporation from such re-leasing shall be credited towards the Lease Payments next coming due and payable. Neither notice to pay rent or to deliver up possession of the premises given pursuant to law nor any proceeding in unlawful detainer taken by the Corporation shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Corporation shall have given written notice to the City of the election on the part of the Corporation to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property and/ or of the remainder of the Term of the Lease Agreement or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Corporation by such written notice. Section 9.3. No Remedy Exclusive. No remedy herein is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised -21- from time to time and as often as may be deemed expedient. In order to entitle the Corporation to exercise any remedy reserved to it in this Article IX it shall not be necessary to give any notice, other than such notice as may be required in this Article IX or by law. Section 9 .4. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to this Lease Agreement should default under any of the provisions hereof and the nondefaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand, pay to the nondefaulting party the reasonable fees and expenses of such attorneys and such other expenses so incurred by the nondefaulting party; provided, however, that the Trustee shall not be required to expend its own funds for any payment described in this Section 9 .4. Section 9.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 9.6. Application of Proceeds. All net proceeds received from the re-lease or other disposition of the Property under this Article IX, and all other amounts derived by the Corporation or the Trustee as a result of an Event of Default hereunder, shall be transferred to the Trustee promptly upon receipt thereof and after payment of all fees and expenses of the Trustee, including indemnifications and attorneys fees, shall be deposited by the Trustee in the Lease Payment Fund to be applied to the Lease Payments in order of payment date. Section 9.7. Trustee and Certificate Owners to Exercise Rights. Such rights and remedies as are given to the Corporation under this Article IX have been assigned by the Corporation to the Trustee under the Assignment Agreement, to which assignment the City hereby consents. Such rights and remedies shall be exercised by the Trustee and the Owners of the Certificates as provided in the Trust Agreement and herein. Section 9 .8. No Right to Terminate for Corporation Default. The City shall not have the right to terminate this Lease Agreement as a remedy for a default by the Corporation in the performance of its obligations hereunder. -22 - ARTICLE X PREPAYMENT OF LEASE PAYMENTS Section 10.1. Security Deposit. Notwithstanding any other provision of this Lease Agreement, the City may, on any date, secure the payment of all or a portion of the Lease Payments remaining due by an irrevocable deposit with the Trustee or an escrow holder under an escrow deposit and trust agreement as referenced in Section 14.0l(b) of the Trust Agreement, of: (a) in the case of a security deposit relating to all Lease Payments, either (i) cash in an amount which, together with amounts on deposit in the Lease Payment Fund, the Insurance and Condemnation Fund and the Reserve Fund, is sufficient to pay all unpaid Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit C, or (ii) Defeasance Obligations in such amount as will, in the written opinion of an independent certified public accountant or other firm of recognized experts in such matters, together with interest to accrue thereon and, if required, all or a portion of moneys or Defeasance Obligations or cash then on deposit and interest earnings thereon in the Lease Payment Fund, the Insurance and Condemnation Fund and the Reserve Fund, be fully sufficient to pay all unpaid Lease Payments on their respective Lease Payment Dates; or (b) in the case of a security deposit relating to a portion of the Lease Payments, a certificate executed by a City Representative designating the portion of the Lease Payments to which the deposit pertains, and either (i) cash in an amount which is sufficient to pay the portion of the Lease Payments designated in such City Representative's certificate, including the principal and interest components thereof, or (ii) defeasance obligations in such amount as will, together with interest to be received thereon, if any, in the written opinion of an independent certified public accountant or other firm of recognized experts in such matters, be fully sufficient to pay the portion of the Lease Payments designated in the aforesaid City Representative's certificate. In the event of a deposit pursuant to this Section 10.1 as to all Lease Payments and the payment of all fees, expenses and indemnifications owed to the Trustee, all obligations of the City under this Lease Agreement shall cease and terminate, excepting only the obligation of the City to make, or cause to be made, all payments from the deposit made by the City pursuant to this Section 10.1 and the obligations of the City pursuant to Section 5.13 hereof and title to the Property shall vest in the City on the date of said deposit automatically and without further action by the City or the Corporation. Said deposit and interest earnings thereon shall be deemed to be and shall constitute a special fund for the payments provided for by this Section 10.1 and said obligation shall thereafter be deemed to be and shall constitute the installment . purchase obligation of the City for the Property. Upon said deposit, the Corporation will execute or cause to be executed any and all documents as may be necessary to confirm title to the Property in accordance with the provisions hereof. In addition, the Corporation hereby appoints the City as its agent to prepare, execute and file or record, in appropriate offices, such documents as may be necessary to place record title to the Property in the City. Section 10.2. Prepayment Option. The Corporation hereby grants an option to the City to prepay the principal component of the Lease Payments in full, by paying the aggregate unpaid principal components of the Lease Payments as set forth in Exhibit C hereto, or in part, in a prepayment amount equal to the principal amount of Lease Payments to be prepaid, together with accrued interest to the date fixed for prepayment, without premium. Said option maybe exercised with respect to Lease Payments due on and after June 15, 2021, in whole or in part on any date, commencing June 15, 2020. In the event of prepayment in part, the partial prepayment shall be applied against Lease Payments in such order of payment date as shall be selected by the City. -23- Lease Payments due after any such partial prepayment shall be in the amounts set forth in a revised Lease Payment schedule which shall be provided by, or caused to be provided by, the City to the Trustee and which shall represent an adjustment to the schedule set forth in Exhibit C attached hereto taking into account said partial prepayment. Section 10.3 . Mandatory Prepayment From Net Proceeds of Insurance, Title Insurance or Eminent Domain. The City shall be obligated to prepay the Lease Payments, in whole on any date or in part on any Lease Payment Date, from and to the extent of any Net Proceeds of an insurance, title insurance or condemnation award with respect to the Property theretofore deposited in the Lease Payment Fund for such purpose pursuant to Article VI hereof and Article VII of the Trust Agreement. The City and the Corporation hereby agree that such Net Proceeds shall be applied first to the payment of any delinquent Lease Payments, and thereafter shall be credited towards the City's obligations under this Section 10.3. Lease Payments due after any such partial prepayment shall be in the amounts set forth in a revised Lease Payment schedule which shall be provided by, or caused to be provided by, the City to the Trustee and which shall represent an adjustment to the schedule set forth in Exhibit C attached hereto taking into account said partial prepayment. Section 10.4 . Credit for Amounts on Deposit. In the event of prepayment of the principal components of the Lease Payments in full under this Article X, such that the Trust Agreement shall be discharged by its terms as a result of such prepayment, remaining amounts on deposit in the Lease Payment Fund or the Reserve Fund shall be credited towards the amounts then required to be so prepaid. -24- ARTICLE XI MISCELLANEOUS Section 11.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed to have been received 48 hours after deposit in the United States mail in first-class form with postage fully prepaid: If to the Corporation: If to the City: If to the Trustee: Cupertino Public Facilities Corporation c/ o City of Cupertino 10300 Torre A venue Cupertino,CA 95014 Attention: Administrative Services Director Telephone: (408) 777-3226 Fax: (408) 777-3109 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Attention: Administrative Services Director Telephone: (408) 777-3226 Fax: (408) 777-3109 The Bank ofNewYorkMellon TrustCompany,N.A. 400 South Hope Street, Suite 400 Los Angeles, CA 90071 Attention: Corporate Trust Department Telephone: (213) 630-6236 Fax: (213) 630-6215 The Corporation, the City and the Trustee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Section 11.2. Binding Effect. This Lease Agreement shall inure to the benefit of and shall be binding upon the Corporation and the City and their respective successors and assigns. Section. 11.3. Severability. In the event any provision of this Lease Agreement shall be held invalid or unenforceable by any court of competent jurisdiction; such holding shall not invalidate or render unenforceable any other provision hereof. Section 11.4. Net-net-net Lease. This Lease Agreement shall be deemed and construed to be a "net-net-net lease" and the City hereby agrees that the Lease Payments shall be an absolute net return to the Corporation, free and clear of any expenses, charges or set-offs whatsoever. Section 11.5. Further Assurances and Corrective Instruments. The Corporation and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intentions of this Lease Agreement. -25- Section 11.6 . Execution in Counterparts . This Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.7 . Applicable Law. This Lease Agreement shall be governed by and construed in accordance with the laws of the State. Section 11.8. Corporation and City Representatives . Whenever under the provisions of this Lease Agreement the approval of the Corporation or the City is required, or the Corporation or the City is required to take some action at the request of the other, such approval or such request shall be given for the Corporation by a Corporation Representative and for the City by a City Representative, and each party hereto shall be authorized to rely upon any such approval or request. Section 11.9 . Captions. The captions or headings in this Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Lease Agreement. -26- IN WITNESS WHEREOF, the Corporation has caused this Lease Agreement to be executed in its name by its duly authorized officers; and the City has caused this Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written. Attest: Attest: Grace Schmidt Secretary Grace Schmidt City Clerk -27- CUPERTINO PUBLIC FACILITIES CORPORATION By t°,,dl>dl. (} aliu7!1hf Carol A. Atwood Treasurer CITY OF CUPERTINO, CALIFORNIA By ~ a_ tlhu-z~ Carol A. Atwood Administrative Services Dir ector EXHIBIT A DESCRIPTION OF TIIE SITE All that certain real property situated in Santa Clara County, State of California, described as follows: PARCEL ONE: LOT 7, AS SHOWN ON THAT CERTAIN MAP ENTITLED TRACT NO. 3743 CUPERTINO TOWN CENTER, WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANT A CLARA, STA TE OF CALIFORNIA ON OCTOBER 16, 1964, IN BOOK 186 OF MAPS PAGE(S)36 AND 37 PARCEL TWO: PARCELS A, B, C & D, AS SHOWN ON THAT CERTAIN PARCEL MAP ENTITLED, "PARCEL MAP, BEING ALL OF LOT 4, TRACT NO. 3743, CITY OF CUPERTINO", WHICH PARCEL MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SANT A CLARA, STA TE OF CALIFORNIA ON MARCH 7, 1974INBOOK3370F MAPS,ATPAGE 11. APN: 369-31-033 ARB: 371-02-044, 43, 43.l, 43 .2, 43.3 Exhibit A EXHIBITB DESCRIPTION OF THE FACILITY The Property consists of the following facilities located on the Site : CihJ Hall and Adminis trative Offices : two story office building; 23,040 sq. ft., built 1965; reinforced concrete, fully sprinklered. Insured value: $6.2 million (structure only) Cupertino Community Hall/City Council Chambers : one story multi-purpose building; 6,516 sq. ft., built 2004; wood frame structure, fully sprinklered. Cupertino Libran;: two story, special purpose building (Class A); 53,864 sq. ft ., built 2004; steel frame structure, fully sprinklered. Exhibit B Lease Payment Date 12/15/12 6/15/13 12/15/13 6/15/14 12/15/14 6/15/15 12/15/15 6/15/16 12/15/16 6/15/17 12/15/17 6/15/18 12/15/18 6/15/19 12/15/19 6/15/20 12/15/20 6/15/21 12/15/21 6/15/22 12/15/22 6/15/23 12/15/23 6/15/24 12/15/24 6/15/25 12/15/25 6/15/26 12/15/26 6/15/27 12/15/27 6/15/28 12/15/28 6/15/29 12/15/29 6/15/30 EXHIBITC SCHEDULE OF LEASE PAYMENTS Principal Component $1,920,000.00 2,040,000.00 2,055,000.00 2,090,000.00 2,135,000.00 2,180,000.00 2,220,000.00 2,290,000.00 2,355,000.00 2,425,000.00 2,500,000.00 2,575,000.00 2,655,000.00 2,730,000.00 2,815,000.00 2,900,000.00 2,985,000.00 3,070,000.00 Interest Component $687,643.15 567,778.75 564,418.75 564,418.75 559,318.75 559,318.75 538,768.75 538,768.75 517,868.75 517,868.75 496,518.75 496,518.75 474,718.75 474,718.75 441,418.75 441,418.75 407,068.75 407,068.75 371,743 .75 371,743.75 335,368.75 335,368.75 297,868.75 297,868 .75 259,243.75 259,243.75 219,418.75 219,418.75 178,468.75 178,468.75 136,243.75 136,243.75 92,743.75 92,743.75 47,968.75 47,968 .75 Exhibit C Page 1 ' Jr Total Lease Payment $ 687,643 .15 2,487,778.75 564,418.75 2,604,418.75 559,318.75 2,614,318.75 / 538,768.75 2,628,768.75 517,868.75 2,652,868 .75 496,518.75 2,676,518.75 474,718.75 2,694,718.75 441,418.75 2,731,418.75 407,068.75 2,762,068.75 371,743.75 2,796,743.75 335,368.75 2,835,368.75 297,868.75 2,872,868.75 259,243.75 2,914,243.75 219,418.75 2,949,418.75 178,468.75 2,993,468.75 136,243 .75 3,036,243.75 92,743.75 3,077,743.75 47,968.75 3,117,968.75 Annual Lease Payment $3,175,421.90 3,168,837.50 3,173,637.50 3,167,537.50 3,170,737.50 3,173,037.50 3,169,437.50 3,172,837.50 3,169,137.50 3,168,487.50 3,170,737.50 3,170,737.50 3,173,487.50 3,168,837.50 3,171,937.50 3,172,487.50 3,170,487.50 3,165,937.50