HomeMy WebLinkAbout10. Intro Ord-Approving Agmt w-Verizon Wireless for Cell Tower Site at PW Maint YarditeM No.
APP�90VED By
CITY MIANAG En
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
.• • • THE CITY MANAGER
BY:
r• E. SCHINDLER, DIRECTOR • • DEVELOPMEN�
DATE: SEPTEMBER 10, 2019
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That the City Council:
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A Lease Agreement and Memorandum of Lease Agreement with Los Angeles SMSA
Limited Partnership, a California Limited Partnership, DBA Verizon Wireless for a cell
tower site at the City of Downey, Public Works Department maintenance yard.
As cellular technology advances, the demand for bandwidth increases. For Verizon Wireless
("Verizon"), this is especially true in in the area surrounding The Promenade at Downey,
Downey Landing, Kaiser Permanente, Discovery Park, and the surrounding residential
neighborhoods. As such, existing wireless facilities experience dips in service and speed due to
a high user amount. Due to the advancement in cellular technology, the need for more
communications facilities has increased. Verizon approached city staff with interests in locating
a cell tower in Independence Park. After much discussion the site was moved to the City of
Downey's Public Works Maintenance Yard ("Maintenance Yard"), which is adjacent to the City's
Independence Park, as displayed on Attachment "A".
The location of the proposed communications facility was negotiated between Verizon Wireless
and the City of Downey to be the least impactful to the surrounding residents and park activities.
Prior to the finalization of the current design, negotiations for a communications facility began in
the summer of 2016 between Verizon Wireless, and staff from the City's Community
LEASE AGREEMENT WITH VERIZON WIRELESS FOR
CELL TOWER SITE AT CITY OF DOWNEY PUBLIC WORKS
MAINTENANCE YARD
SEPTEMBER 10, 2019
PAGE 2
Development, Public Works, and Parks and Recreation Departments. During these
negotiations, four designs were proposed. The first option was to replace field lights in the
softball field but was not feasible because of the close proximity to the residences to the west of
the site and a concern for the visual impacts this would have. The second option involved
building a monopine along the southern property line of the park, but would have required
removal of park trees. The third option included building a monopine near the tennis courts but
the location of the monopine would have conflicted with future park improvements. The fourth
option was to replace an existing tennis court light pole, located at the southwest corner of the
tennis courts, but this option would have also impacted future park improvements. As such, the
proposed location at the Maintenance Yard was the most feasible for all parties involved.
The proposed wireless communications facility will be located within the City of Downey
Department of Public Works Maintenance Yard, to the south of all operations and just north of
the park. The Public Works Department has approved the location and the construction of the
tower will not impact yard operations. The construction of the facility will include a tower in the
design of a pine tree, commonly referred to as a "monopine", and will also have an equipment
enclosure directly adjacent to the tower. The cell tower will be located approximately 350 feet
from the nearest residentially zoned property, and will be a 50 -foot tall monopine at the site.
The 50 -foot -tall tower will include twelve (12) panel antennas, one (1) four -foot diameter
microwave dish, and related equipment. These antennas and associated equipment is typical
of a new telecommunications facility and necessary to absorb the load of the provider's users.
The antennas, support structure and pole will be covered with materials resembling branches,
and a tree trunk, in addition to being painted to match the branches and needles of a pine tree..
The street view of the proposed cell tower is displayed on Attachment "B".
As discussed, Verizon Wireless has identified a need for additional coverage and a lack of
capacity in this area, as can be seen by the maps in Attachment "C". These maps, called
"propagation maps" are similar to those typically used by radio or television stations, mobile
telephone networks, and satellite networks, to display coverage or footprints of various
conditions or coverage. In this case they're used to display the lack of Verizon cell coverage in
the aforementioned area.
The center of the map shows the location of the proposed wireless communications facility. The
service provided by the existing wireless communications facilities is delineated in red. The cell
service gap exists in the subject area. A need for coverage and a lack of capacity is indicated
by blue, green, and yellow. The construction of the proposed wireless communications facility is
necessary to bridge the need for additional coverage and a lack of capacity between these
existing facilities. The addition of this wireless communications facility will provide Verizon
Wireless customers with cellular coverage. This radius will cover The Downey Promenade,
Kaiser Permanente, the Downey Landing, and various locations within this radius.
On April 19, 2018, this project was reviewed by the City's Development Review Committee. No
city permitting departments expressed concerns. On September 19, 2018, this project was
presented to the City's Planning Commission. The Planning Commission approved the project
as presented unanimously.
LEASE AGREEMENT WITH VERIZON WIRELESS FOR
CELL TOWER SITE AT CITY OF DOWNEY PUBLIC WORKS
MAINTENANCE YARD
SEPTEMBER 10, 2019
PAGE 3
The lease will allow Verizon to locate a tower in the area lacking cell service, provide a revenue
stream for the City, and be located in an area that will not impede park activities for the City's
residents, and will not disrupt city services at the Maintenance Yard. The terms of the lease are:
1) $4,000 per month ($48,000 per year);
2) Rental payment increases 3% per year in years 2-10;
3) Initial ten-year initial term;
4) Lease may be extended by mutual consent for four additional five-year terms;
5) The City's Fire and Police Departments will have access to the tower, if required by an
emergency; and,
6) If Verizon or the City default on the lease as dictated by the terms of the lease, then
either party may terminate the lease within 60 days.
As such, staff recommends entering into a lease agreement with Verizon to address the need
for additional coverage and a lack of capacity within the area surrounding The Promenade at
Downey, Downey Landing, Kaiser Permanente, Discovery Park, and the surrounding residential
neighborhoods.
a
Fiscal Responsibility
Economic Vibrancy
Quality of Life, Neighborhood & Infrastructure
The lease agreement will provide the City with $480,000 in revenue over the initial ten-year
term.
ATTACHMENTS
Attachments: "A" — Site Aerial
"B" — Verizon Cell Tower Street View
"C" — Verizon Wireless Propagation Maps
"D" — Ordinance (with Lease Agreement between City of Downey
and New Cingular Wireless)
"E" — Memorandum of Lease
Attachment "A"
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WHEREAS, the City of Downey ("City") and SMSA Limited Partnership doing business
as Verizon Wireless ("Verizon") entered into negotiations for a Land Lease Agreement ("Lease")
of a 424 square feet of city -owned property located at 12324 Bellflower Blvd., Downey for the
purpose of allowing Verizon to install, maintain and operate a wireless communication antenna
structure; and
WHEREAS, a legal description of the Property is attached to this Ordinance as Exhibit
"A" of the attached Lease Agreement; and
WHEREAS, Verizon, (the "Lessee") is proposing to lease that approximately 424 square
foot portion of the site more precisely depicted in Exhibit "B" of the attached Lease for the
installation of a 50 -foot tall cell tower with twelve panel antennas, one four -foot diameter
microwave dish and related equipment (the "Project"); and
WHEREAS, the Lease would be for an initial term of ten (10) years with up to four
additional 5 -year term extensions; and
WHEREAS, the Lease would require Verizon to make monthly rental payments in the
amount of $4,000 per month for a total annual rental payment to the City of $48,000; and
WHEREAS, since the Lease will have a term exceeding ten (10) years, Section 518 of
the City Charter requires that Lease be adopted by Ordinance.
WHEREAS, on September 19, 2018, the Planning Commission of the City of Downey
considered the potential environmental impacts with construction and operation of the wireless
facility at the site. At the conclusion of the duly noticed public hearing, the Planning
Commission found that the wireless facility will not have an adverse effect on the
environment. Accordingly, the Planning Commission determined and declared the
environmental impact of the cell tower was reviewed and had been found to be in compliance
with the California Environmental Quality Act ("CEQA") and is categorically exempt from CEQA,
pursuant to Guideline Section No. 15303 (Class 3 New Construction or Conversion of Small
Structures), because the proposed use is constructing a new wireless communications facility;
and
ORDAIN AS FOLLOWS:
SECTION 1. Based on the recitals which are incorporated by reference herein, the City
Council hereby approves the Lease with Verizon which is attached hereto as Exhibit "B" and
authorizes the Mayor to execute the Lease on behalf of the City in a form approved by the City
Attorney.
SECTION 2. The City Manager is authorized to execute any necessary documents to
effectuate the Lease approved herein.
SECTION 3. Severability. If any section, subsection, subdivision, paragraph, sentence,
clause or phrase of this ordinance, or any part thereof is for any reason held to be
unconstitutional, such decision shall not affect the validity of the remaining portion of this
ordinance or any part thereof. The City Council hereby declares that it would have passed each
section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of
the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or
phrase be declared unconstitutional.
SECTION 4. Certification. The City Clerk shall certify the passage of this ordinance and
shall cause the same to be entered in the book of original ordinances of said City; shall make a
minute passage and adoption thereof in the records of the meeting at which time the same is
passed and adopted; and shall, within fifteen (15) days after the passage and adoption thereof,
cause the same to be published as required by law, in a local weekly newspaper of general
circulation and which is hereby designated for that purpose.
• i r i •
RIII
SECTION 5. Effective Date. This ordinance shall not become effective or be in force until
thirty days from and after the date of its adoption.
• r r r•• r .. . r •
RICK RODRIGUEZ, Mayor
ATTEST:
MARIA ALICIA DUARTE, CMC
- - ---- ----
City Clerk
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES) ss:
CITY OF DOWNEY )
I HEREBY CERTIFY that the foregoing Ordinance No. 19- was introduced at a
regular meeting of the City Council of the City of Downey held on the day of ,
2019, and adopted at a regular meeting of the City Council of the City of Downey held on the
day of , 2019, by the following vote, to wit:
AYES:
Council Members:
NOES:
Council Member:
ABSENT:
Council Member:
ABSTAIN:
Council Member:
I FURTHER CERTIFY that a Summary of the foregoing Ordinance No. 19- , was
published in the Downey Patriot, a newspaper of general circulation in the City of Downey, on
2019 (after introduction), and on , 2019 (after
adoption, including the vote thereon). It was also posted in the regular posting places in the City
of Downey on the same dates.
MARIA ALICIA DUARTE, CMC
City Clerk
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(Legal Description of Property)
Real property in the City of Downey, County of Los Angeles, State of California, described as
follows:
PARCEL A: (APN: 6283-004-900)
LOT 40 OF TRACT NO. 18301 AS PER MAP RECORDED IN BOOK 477, PAGES 47 AND 48 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THE SOUTHERLY 8 FEET.
PARCEL B1: (A PORTION OF APN: 6283-001-902)
THAT PORTION OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE CITY
OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, IN THE RANCHO SANTA
GERTRUDES, AS PER MAP RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTH LINE OF SAID NORTH HALF DISTANT 150.00 FEET
WESTERLY THEREON FROM THE SOUTHWEST CORNER OF TRACT NO. 15508, IN THE COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 433 PAGE 3 OF
MAPS, RECORDS OF SAID COUNTY; THENCE SOUTHERLY PARALLEL WITH THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF SAID TRACT NO. 15508, A DISTANCE OF 150.00
FEET; THENCE EASTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID NORTH HALF A
DISTANCE OF 333.52 FEET TO A LINE THAT IS PARALLEL WITH THE EAST LINE OF SAID
NORTH HALF AND DISTANT 150.00 FEET WESTERLY AT RIGHT ANGLES THEREFROM; THENCE
SOUTHERLY ALONG SAID PARALLEL LINE 125.72 FEET, MORE OR LESS, TO THE NORTHEAST
CORNER OF THE LAND DESCRIBED IN DEED TO REUBEN MOCSCNEKIAN, RECORDED ON
OCTOBER 9, 1959, AS INSTRUMENT NO. 2753, IN BOOK D-629 PAGE 383, OFFICIAL RECORDS
OF SAID COUNTY; THENCE ALONG THE NORTH LINE OF SAID LAST MENTIONED LAND, SOUTH
89° 48'28" WEST 1132.17 FEET TO THE EASTERLY LINE OF BELLFLOWER BOULEVARD, 80
FEET WIDE, AS DESCRIBED IN BOOK 11487 PAGE 319 OF SAID OFFICIAL RECORDS; THENCE
NORTHERLY ALONG SAID BELLFLOWER BOULEVARD, 275.96 FEET, MORE OR LESS, TO SAID
NORTH LINE OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF SAID FRACTIONAL SECTION 10; THENCE EASTERLY ALONG SAID LAST
MENTIONED NORTH LINE, 798.65 FEET, MORE OR LESS TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, GAS, AND MINERAL SUBSTANCE, NATURAL GASOLINE, AND
HYDROCARBONS LYING IN, UNDER OR THAT MAY BE PRODUCED, SAVED, SOLD OR REMOVED
FROM THE HEREIN DESCRIBED LAND BY GRANT DEED RECORDED OCTOBER 3, 1960 AS
INSTRUMENT NO. 1412 OF OFFICIAL RECORDS.
PARCEL 62: (A PORTION OF APN: 6283-001-902)
THE NORTHERLY 140 FEET OF THE SOUTHERLY 180 FEET OF THE WESTERLY 190 FEET OF THE
FOLLOWING DESCRIBED PROPERTY; THAT PORTION OF SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12
WEST, RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES AND STATE OF
CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTH ONE-HALF OF THE SOUTHWEST
ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 10; THENCE NORTH 0°
04' 25" WEST, ALONG THE CENTER OF SAID SECTION 10, A DISTANCE OF 384.79 FEET;
THENCE NORTH 89'48'28" EAST 1172.17 FEET TO THE WEST BOUNDARY OF TRACT NO.
18301, AS SHOWN ON THE MAP FILED IN BOOK 477 AT PAGE 48 OF MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 0° 04'35" EAST, ALONG THE
WEST BOUNDARY OF SAID TRACT NO. 18301 A DISTANCE OF 384.74 FEET TO THE
SOUTHWEST CORNER OF SAID TRACT 18301; THENCE SOUTH 89° 48'28" WEST 1172.19 FEET
TO THE POINT OF BEGINNING.
PARCEL 63: (A PORTION OF APN: 6283-001-902)
THE NORTHERLY 192.37 FEET OF THE FOLLOWING DESCRIBED PROPERTY:
THAT PORTION OF SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, RANCHO SANTA
GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES AND STATE OF
CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTH ONE-HALF OF THE SOUTHWEST
ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 10; THENCE NORTH 0°
04'25" WEST, ALONG THE CENTER OF SAID SECTION 10, A DISTANCE OF 384.74 FEET;
THENCE NORTH 89° 48'28" EAST 1172.17 FEET TO THE WEST BOUNDARY OF TRACT NO.
18301, AS SHOWN ON THE MAP FILED IN BOOK 477 AT PAGE 48 OF MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 0° 04'35" EAST, ALONG THE
WEST BOUNDARY OF SAID TRACT NO. 18301, A DISTANCE OF 384.74 FEET TO THE
SOUTHWEST CORNER OF SAID TRACT 18301; THENCE SOUTH 89° 48'28" WEST 1172.19 FEET
TO THE POINT OF BEGINNING.
EXCEPT THEREFROM THE WESTERLY 640 FEET, MEASURED AT RIGHT ANGLES TO SAID LAND.
EXCEPTING THEREFROM ALL OIL, GAS AND MINERALS, NOW ON, IN OR UNDER SAID LAND
BUT WITHOUT HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE THEREOF, EXCEPTING
BELOW A DEPTH OF 500 FEET FROM THE NATURAL SURFACE OF SAID LAND BY GRANT DEED
RECORDED MAY 28, 1974 AS INSTRUMENT NO. 14 OF OFFICIAL RECORDS.
LAND LEASE AGREEMENT
This Land Lease Agreement (the "Agreement") made this day of _
2019, between City of Downey, a municipal corporation and charter city, with its
principal offices located at 11111 Brookshire Avenue, Downey, CA 90241, hereinafter
designated LESSOR, and Los Angeles SMSA Limited Partnership, a California limited partnership,
d/b/a Verizon Wireless with its principal offices at One Verizon Way, Mail Stop 4AW100, Basking
Ridge, New Jersey 07920 (telephone number 866-862-4404), hereinafter designated LESSEE.
LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or
individually as the "Party."
WITNESSETH
In consideration of the mutual covenants contained herein and intending to be legally
bound hereby, the Parties hereto agree as follows:
1. DEFINED AREAS AND COST RESPONSIBILITY. In accordance with this
Agreement, LESSOR hereby leases to LESSEE the right to install, maintain and operate
communications equipment ("Use") upon the Premises (as hereinafter defined), which are a
part of that real property owned and controlled by LESSOR at 12324 Bellflower Boulevard,
Downey, CA 90242 (the "Property"). The Property is legally described in Exhibit "A" attached
hereto and made a part hereof. The Premises (as hereinafter defined) are a portion of the
Property and are approximately Four Hundred Twenty -Four (424) square feet, and are shown in
detail on Exhibit "B" attached hereto and made a part hereof. LESSEE may survey the Premises
and/or conduct soils testing at its sole cost and expense. Upon completion, the survey shall
replace Exhibit "B" in its entirety.
2. INITIAL TERM. This Agreement shall be effective as of the date of execution
by both Parties ("Effective Date"). The initial term of the Agreement shall be for ten (10) years
("Initial Term") beginning on the Commencement Date (as hereinafter defined). The
"Commencement Date" shall be the first day of the month after LESSEE begins construction of
LESSEE's improvements on the Premises.
3. OPTIONS AND EXTENSIONS. Provided LESSEE is not in default of this
Agreement after the expiration of any applicable notice and cure periods, this Agreement shall
be extended by mutual consent of the Parties for four (4) additional five (5) year terms. LESSEE
must give LESSOR notice of its request to extend the term of the Agreement at least three (3)
months prior to the expiration of the then -current term and LESSOR shall respond in writing to
LESSEE of its consent within thirty (30) days of receipt of to LESSEE's extension request. The
initial term and all extensions shall be collectively referred to herein as the "Term".
4. RENTAL.
(a). Rental payments shall begin on the Commencement Date and be due at a total
rental of FORTY EIGHT THOUSAND DOLLARS AND 00/100 ($48,000.00) annually, payable in
equal monthly installments on the first day of the month, in advance, to LESSOR at 11111
Brookshire Avenue, Downey, CA 90242 ATTN: Finance Department or to such other person,
firm, or place as LESSOR may, from time to time, designate in writing at least 30 days in advance
of any rental payment date by notice given in accordance with Paragraph 20 below. LESSOR and
LESSEE acknowledge and agree that initial rental payment(s) shall not actually be sent by LESSEE
until forty-five (45) days after the Commencement Date, and that initial rental payment(s) to
LESSOR shall include all unpaid rents from the Commencement Date. Upon agreement of the
Parties, LESSEE may pay rent by electronic funds transfer and in such event, LESSOR agrees to
provide to LESSEE bank routing information for such purpose upon request of Lessee.
(b). Commencing on the first (15Y) anniversary of the Commencement Date, and on
each anniversary of the Commencement Date thereafter throughout the Term of this
Agreement, as the same may be extended or renewed, LESSEE's annual rent shall be increased
by an amount equal to 3% of the annual rental in effect during the immediately preceding lease
year.
(c). For any party to whom rental payments are to be made, LESSOR or any
successor in interest of LESSOR hereby agrees to provide to LESSE (i) a completed, current
version of Internal Revenue Service Form W-9, or equivalent; (ii) complete and fully executed
state and local withholding forms if required; and (iii) other documentation to verify LESSOR's or
such other party's right to receive rental as is reasonably requested by LESSEE. Rental shall
accrue in accordance with this Agreement, but LESSEE shall have no obligation to deliver rental
payments until the requested documentation has been received by LESSEE. Upon receipt of the
requested documentation, LESSEE shall deliver the accrued rental payments as directed by
LESSOR.
5. ACCESS. At all times throughout the Term of this Agreement, and at no
additional charge to LESSEE, LESSEE and its employees, agents, and subcontractors, will have
twenty-four (24) hour per day, seven (7) day per week pedestrian access to and over the
Property to the Premises, for the installation, maintenance and operation of the Use and any
utilities serving the Premises. If vehicular access is required, LESSEE shall coordinate such access
with the LESSOR and LESSOR shall use all commercially reasonable efforts to provide such
access. LESSOR grants to LESSEE an easement for such access and LESSOR agrees to provide to
LESSEE such codes, keys and other instruments necessary for such access at no additional cost
to LESSEE. Upon LESSEE's request, LESSOR will execute a separate recordable easement
evidencing this right. In the event any public utility is unable to use the access or easement
provided to LESSEE then the LESSOR agrees to grant additional access or an easement either to
LESSEE or to the public utility, for the benefit of LESSEE, at no cost to LESSEE. LESSOR shall have
access to the Premises in case of emergency defined as an immediate threat or risk of harm to
the public health, safety and welfare and there is a need to access the Premises to address the
emergency or threat. LESSOR shall provide notice of any such access to LESSEE as soon as
reasonably practical following any such emergency.
6. [Intentionally Omitted].
7. IMPROVEMENTS. The acquisition and installation of the communications
equipment including, without limitation, the tower structure, antennas, conduits, fencing and
other screening, and other improvements on the Premises shall be at LESSEE's expense and
installation shall be at the discretion and option of LESSEE. LESSEE shall have the right without
LESSOR's prior written consent to replace, repair, add or otherwise modify its communications
equipment, tower structure, antennas, conduits, fencing and other screening, or other
improvements or any portion thereof and the frequencies over which the communications
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the exterior appearance of LESSEE's facilities are made.
8. GOVERNMENT APPROVALS. LESSEE's Use is contingent upon LESSEE obtaining
all of the certificates, permits and other approvals (collectively the "Government Approvals")
that may be required by any Federal, State or Local authorities (collectively, the "Government
Entities") as well as a satisfactory soil boring test, environmental studies, or any other due
diligence Lessee chooses that will permit LESSEE's Use. LESSOR shall cooperate with LESSEE in
its effort to obtain such approvals.
WENEIRCUMMEM
This Agreement may be terminated, without penalty or further liability, as follows:
a) by either party on thirty (30) days prior written notice, if the other party
remains in default under Paragraphs 22 ("Default") and 23 ("Remedies") of this
Agreement afterthe applicable cure periods;
b) by LESSEE upon thirty (30) days prior written notice to LESSOR, if LESSEE is
unable to obtain or maintain any required approval(s) or the issuance of a license or permit
by any agency, board, court or other governmental authority necessary for the
construction or operation of the Communication Facility as now or hereafter intended by
LESSEE; or if LESSEE determines in its sole discretion that the cost of obtaining or
retaining the same is commercially unreasonable;
C) by LESSEE upon thirty (30) days prior written notice to LESSOR for any
reason, at any time prior to commencement of construction by LESSEE; or
d) by LESSEE upon sixty (60) days prior written notice to LESSOR for any
reason or no reason, other than 9(a), 9(b), and 9(c) above, so long as LESSEE pays
LESSOR a termination fee equal to six (6) months' Rent, at the then current rate,
provided, however, that no such termination fee will be payable on account of the
termination of this Agreement by LESSEE under any one or more of the following
paragraphs: Paragraph 8 ("Government Approvals"), 9(a) ("Termination"), 9(b)
("Termination"), 9(c) ("Termination"), 13 ("Interference"), 24 ("Environmental"), 25
("Casualty") 26 ("Condemnation") or 31j ("Miscellaneous Severability") of this
Agreement.
against any claim of liability or loss from personal injury or property damage resulting from or
arising out of the negligence or willful misconduct of the indemnifying Party, its officers,
employees, contractors or agents, except to the extent such claims or damages may be due to
or caused by the negligence or willful misconduct of the indemnified Party, or its officers,
employees, contractors or agents. The indemnified Party will provide the indemnifying Party
with prompt, written notice of any claim covered by this indemnification; provided that any
failure of the indemnified Party to provide any such notice, or to provide it promptly, shall not
relieve the indemnifying Party from its indemnification obligation in respect of such claim. The
indemnified Party will cooperate appropriately with the indemnifying Party in connection with
the indemnifying Party's defense of such claim. The indemnifying Party shall defend any
indemnified Party, at the indemnified Party's request, against any claim with counsel reasonably
satisfactory to the indemnified Party. The indemnifying Party shall not settle or compromise any
such claim or consent to the entry of any judgment without the prior written consent of each
indemnified Party and without an unconditional release of all claims by each claimant or plaintiff
in favor of each indemnified Party.
11. INSURANCE.
11.1 Time for Compliance. LESSEE shall not commence the performance of this
Agreement until it has provided evidence reasonably satisfactory to the LESSOR that it has
secured all insurance required under this section. In addition, LESSEE shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the LESSOR that the subcontractor has secured substantially the same insurance as required
of LESSEE.
11.2 Requirements. LESSEE shall, at its expense, procure and maintain for the
duration of the Agreement insurance against claims for injuries to persons or damages to
property which may arise from or in connection with the performance of the Agreement by the
LESSEE or its employees. . Such insurance shall meet the following levels of coverage:
11.2.1 Scope of Insurance. Coverage shall be at least as broad as the latest
version of the following: (1) Commercial General Liability with a limit of $2,000,000 per
occurrence for bodily injury and property damage and $4,000,00 general aggregate
including personal and advertising injury: Insurance Services Office Commercial General
Liability coverage or its substantial equivalent; (2) Commercial Automobile Liability:
Insurance Services Office Business Auto Coverage form or its substantial equivalent with
a combined single of $2,000,000 each accident for bodily injury and property damage;
and (3) Workers' Compensation in compliance with the statutory requirements of the
State of California and Employer's Liability and Employer's Liability with a limit of
$1,000,000 each accident/disease/policy limit.
11.3 Professional Liability. LESSEE shall procure and maintain for a period of one (1)
year following completion of the Project, errors and omissions liability insurance with a limit of
$2,000,000 per claim and aggregate covering the negligent acts, errors and/or omissions of
LESSEE in the performance of professional services under this Agreement.
11.4 General Requirements. The insurance policies shall contain the following
provisions:
11.4.1 General Liability. The general liability policy shall include the City, its
directors, officials, officers, and employees as additional insureds as their interest may
appear with respect to this Agreement, shall be primary and non-contributory with any
insurance or program of self-insurance that may be maintained by the LESSOR.
11.4.2 Automobile Liability. The automobile liability policy shall include the
LESSOR, its directors, officials, officers, and employees, as additional insureds as their
interest may appear under this Agreement and shall be primary insurance and
non-contributory with any insurance or program of self-insurance that may be
maintained by the LESSOR.
11.4.3 Workers' Compensation and Employers Liability Coverage. The insurer
shall agree to waive all rights of subrogation against the LESSOR for losses paid under
the terms of the insurance policy which arise from work performed by the LESSEE.
11.4.4 All Coverages. Upon receipt of notice from its insurer(s) LESSEE shall
use commercially reasonable efforts to provide LESSOR with thirty (30) days prior
written notice of cancellation by first class mail; and any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the LESSOR.
11.5 Separation of Insureds; No Special Limitations. All insurance required by this
Section shall contain standard separation of insureds provisions. In addition, such insurance
shall not contain any special limitations on the scope of protection afforded to the LESSOR.
11.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best's rating no less than A:VII and licensed, authorized or permitted to do business in
California.
11.7 Verification of Coverage. LESSEE shall furnish LESSOR with original certificates
of insurance and blanket additional insured endorsement effecting coverage required by this
Agreement on forms s reasonably satisfactory to the LESSOR. The certificates for each insurance
policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All
certificates and blanket additional insured endorsement must be received and reasonably
approved by the LESSOR before work commences.
11.8 Safety. LESSEE shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out this Agreement, the LESSEE shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the
work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
11.9 Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions
applicable to the work being performed, with a limit no less than $2,000,000 per claim or
occurrence and $2,000,000 aggregate per policy period of one year.
12. LIMITATION OF LIABILITY. Except for indemnification obligations under this
Agreement or a violation of law, neither Party shall be liable to the other, or any of their
respective agents, representatives, or employees for any lost revenue, lost profits, loss of
technology, rights or services, incidental, punitive, indirect, special or consequential damages,
loss of data, or interruption or loss of use of service, even if advised of the possibility of such
damages, whether under theory of contract, tort (including negligence), strict liability or
otherwise.
13. INTERFERENCE.
a) LESSEE agrees that LESSEE will not cause interference that is measurable in
accordance with industry standards to LESSOR's use of the Property or any equipment on the
Property. LESSOR agrees that LESSOR (except with respect to LESSOR's emergency
communications equipment) and other occupants of the Property will not cause interference
that is measurable in accordance with industry standards to the then existing equipment of
LESSEE. In the event any after -installed LESSEE's equipment causes such interference, and after
LESSOR has notified LESSEE in writing of such interference, LESSEE will take all commercially
reasonable steps necessary to correct and eliminate the interference, including but not limited
to, at LESSEE's option, powering down such equipment and later powering up such equipment
for intermittent testing. In no event will LESSOR be entitled to terminate this Agreement or
relocate the equipment as long as LESSEE is making a good faith effort to remedy the
interference issue.
b) Without limiting any other rights or remedies, if interference occurs and
continues for a period in excess of 48 hours following notice to the interfering party via
telephone to LESSEE'S Network Operations Center (at (800) 224-6620/(800) 621-2622) or to
LESSOR at (562-904-7102), the interfering party shall or shall require any other user to reduce
power or cease operations of the interfering equipment until the interference is cured.
c) The Parties acknowledge that there will not be an adequate remedy at law
for noncompliance with the provisions of this Paragraph and therefore the Parties shall have the
right to equitable remedies such as, without limitation, injunctive relief and specific
performance.
14. REMOVAL AT END OF TERM,. Upon expiration or within 90 days of earlier
termination, LESSEE shall remove LESSEE's communications equipment (including all footings)
and restore the Premises to its original condition. LESSOR agrees and acknowledges that the
communications equipment shall remain the personal property of LESSEE and LESSEE shall have
the right to remove the same at any time during the Term, whether or not said items are
considered fixtures and attachments to real property under applicable laws. If such time for
removal causes LESSEE to remain on the Premises after termination of the Agreement, LESSEE
shall pay rent at the Holdover rental rate described in Paragraph 15 below.
15. HOLDOVER. If upon expiration of the Term, the Parties are negotiating a new
lease or a lease extension in good faith, then this Agreement shall continue during such
negotiations on a month to month basis at 10% above the rental rate in effect as of the date of
the expiration of the Term. In the event that the Parties are not in the process of negotiating a
new lease or lease extension and LESSEE holds over after the expiration or earlier termination of
the Term, then Lessee shall pay rent at 25% above the then existing monthly rental rate or on
the existing monthly pro -rata basis if based upon a longer payment term, until the removal of
the communications equipment is completed rental.
16. NOTICE OF INTEREST. If at any time after the Effective Date, LESSOR receives
an offer or letter of intent from any person or entity that is in the business of owning, managing
or operating communications facilities or is in the business of acquiring LESSOR's interests in
agreements relating to communications facilities, to purchase fee title, an easement, a lease, a
license, or any other interest in the Premises or any portion thereof or to acquire any interest in
this Agreement, or an option for any of the foregoing, LESSOR shall provide written notice to
LESSEE of said offer ("LESSOR's Notice").
17. [Intentionally Omitted).
18. LESSOR'S TITLE. LESSOR covenants that LESSEE, on paying the rent and
performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises.
LESSOR represents and warrants to LESSEE as of the Effective Date and covenants during the
Term that LESSOR has full authority to enter into and execute this Agreement and that there are
no liens, judgments, covenants, easement, restrictions or other impediments of title that will
adversely affect LESSEE's Use.
a) LESSEE shall not, either voluntarily or by operation of law, assign,
transfer, mortgage, pledge, hypothecate or encumber this Agreement or any interest herein, or
any right or privilege appurtenant to this Agreement, or sublet all or any portion of the Premises
or allow any other person (the employees, agents, servants and contractors of LESSEE excepted)
to occupy or use the Premises, or any portion thereof, without first obtaining the consent of
LESSOR, which consent may be withheld in LESSOR's sole and absolute discretion.
b) Notwithstanding the foregoing, LESSOR consent shall not be required if
all of the following conditions are satisfied:
i) LESSEE delivers to LESSOR prior written notice of the applicable
transaction together with written evidence that the transaction is one of the transactions
described in the following clause (ii) such that LESSOR's consent is not required.
ii) Either;
(1) The assignment is made as a partial security for
financing of the equipment to be installed in the Premises, provided that no security interest
shall attach to the Premises or Property; or
(2) The proposed assignee is (A) a corporation or
partnership (a "Parent") having, directly or indirectly, a controlling interest in LESSEE, (B) a
corporation or other entity with which LESSEE and/or any Parent may merge or consolidate, (C)
a purchaser of substantially all of the outstanding ownership units or assets of LESSEE and/or
any Parent, and/or (D) any transferee of LESSEE's Federal Communications Commission cellular
license in the market defined by the FCC in which the Property is located.
C) LESSOR's consent to one assignment, subletting, occupation or use by
any other person shall not be deemed to be a consent to any subsequent assignment,
subletting, occupation or use by another person. Neither LESSOR's consent to any subletting or
assignment, or any subletting or assignment not requiring consent, shall release LESSEE from
liability under this Agreement. Any assignment, sublease or transfer shall be subject to all of the
terms, covenants and conditions of this Agreement and the assignee, sublessee or transferee
shall expressly assume for the benefit of LESSOR the obligations of LESSEE under this Agreement
by a document reasonably satisfactory to LESSOR.
d) Any assignment or subletting in violation of this Paragraph 19 shall be
void, and shall, at the option of LESSOR, constitute a default under this Agreement. If LESSEE is a
partnership, joint venture or limited liability company, a withdrawal, addition or change
(voluntary, involuntary, by operation of law or otherwise) of any of the general partners,
venturers or managers thereof, or if LESSEE is composed of more than one person, a purported
assignment or transfer (voluntary or involuntary, by operation of law, or otherwise) from one
thereof unto the other or others thereof, or if LESSEE is a corporation or limited liability
company, a change in the ownership (voluntary or involuntary, by operation of law, or
otherwise) of one-third (1/3) or more of its capital stock or ownership interests, shall be deemed
an assignment subject to the provisions of this Paragraph 19.
e) If LESSOR consents to LESSEE subletting a portion of the Premises in
accordance with this Paragraph 19, LESSEE may only sublet space on LESSEE's antenna structure
located within the Premises. In the event a third party wishes to collocate equipment on
LESSEE's antenna structure within the Premises, such third party shall be required to enter into
a lease directly with LESSOR for the use of ground space outside the Premises. Any sublease that
is entered into by LESSEE shall be subject to and subordinate to the provisions of this
Agreement.
20. NOTICES. Except for notices permitted via telephone in accordance with
Paragraph 13, all notices hereunder must be in writing and shall be deemed validly given if sent
MM
by certified mail, return receipt requested or by commercial courier, provided the courier's
regular business is delivery service and provided further that it guarantees delivery to the
addressee by the end of the next business day following the courier's receipt from the sender,
addressed as follows (or any other address that the Party to be notified may have designated to
the sender by like notice):
LESSOR:
City of Downey
ATTN: City Manager
11111 Brookshire Avenue
Downey, CA 90241
With a copy to:
ATTN: City Attorney
11111 Brookshire Avenue
Downey, CA 90241
LESSEE:
Los Angeles SMSA Limited Partnership,
d/b/a Verizon Wireless
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained
pursuant to the foregoing.
21. (Intentionally Omitted].
22. DEFAULT. It is a "Default" pursuant to this Agreement if: (i) either Party fails to
comply with this Agreement and does not remedy the failure within 30 days after written notice
is mailed by the other Party or, if the failure cannot reasonably be remedied in such time, if the
failing Party does not commence a remedy within the allotted 30 days and diligently pursue the
cure to completion within 90 days after the mailing of the initial written notice, or (ii) LESSOR
fails to comply with this Agreement and the failure interferes with LESSEE's Use and LESSOR
does not remedy the failure within 5 days after written notice from LESSEE or, if the failure
cannot reasonably be remedied in such time, if LESSOR does not commence a remedy within the
allotted 5 days and diligently pursue the cure to completion within 15 days after the initial
written notice. The cure periods set forth in this Paragraph 22 do not extend the period of time
in which either Party has to cure interference pursuant to Paragraph 13 of this Agreement.
23. REMEDIES, In the event of a Default, without limiting the non -defaulting Party in
the exercise of any right or remedy which the non -defaulting Party may have by reason of such
default, the non -defaulting Party may terminate this Agreement and/or pursue any remedy now
or hereafter available to the non -defaulting Party under the Laws or judicial decisions of the
state in which the Property is located. Further, upon a Default, the non -defaulting Party may at
its option (but without obligation to do so), perform the defaulting Party's duty or obligation.
The costs and expenses of any such performance by the non -defaulting Party shall be due and
payable by the defaulting Party upon invoice therefor. If (i) LESSEE undertakes any such
performance on LESSOR's behalf and LESSOR does not pay LESSEE the full undisputed amount
within 30 days of its receipt of an invoice setting forth the amount due, LESSEE may offset the
full undisputed amount due against all fees due and owing to LESSOR under this Agreement
until the full undisputed amount is fully reimbursed to LESSEE, or (ii) LESSOR undertakes any
such performance on LESSEE's behalf and LESSEE does not pay LESSOR the full undisputed
amount within ninety (90) days of its receipt of an invoice setting forth the amount due, LESSOR
may terminate this Agreement upon sixty (60) days prior written notice to LESSEE in addition to
any other remedies at law available to LESSOR to collect the outstanding amount due.
24. ENVIRONMENTAL. LESSEE shall conduct its business in compliance with all
applicable laws governing the protection of the environment or employee health and safety
("EH&S Laws"). LESSEE shall indemnify and hold harmless the LESSOR from claims to the extent
alleged to have resulted from LESSEE's violation of any applicable EH&S Laws that LESSEE causes
a release of any regulated substance to the environment except to the extent resulting from the
activities of LESSOR. LESSOR shall indemnify and hold harmless LESSEE from all claims to the
extent resulting from the violation of any applicable EH&S Laws or a release of any regulated
substance to the environment except to the extent resulting from the activities of LESSEE. The
Parties recognize that LESSEE is only leasing a small portion of LESSOR's property and that
LESSEE shall not be responsible for any environmental condition or issue except to the extent
resulting from LESSEE's specific improvement, activities and responsibilities. In the event that
LESSEE encounters any hazardous substances that do not result from its activities, LESSEE may
relocate its facilities to avoid such hazardous substances to a mutually agreeable location or, if
LESSEE desires to remove at its own cost all or some the hazardous substances or materials
(such as soil) containing those hazardous substances, LESSOR agrees to sign any necessary waste
manifest associated with the removal, transportation and/or disposal of such substances.
25. CASUALTY. If a fire or other casualty damages the Property or the Premises
and impairs LESSEE's Use, rent shall not abate while LESSEE'S Use is restored by either Party. If
LESSEE's Use is not restored within 45 days, LESSEE may terminate this Agreement. During such
period as LESSEE is unable to use the Premises, LESSEE may immediately install temporary
equipment including, but not limited to, a cell -site on wheels at a mutually acceptable location
at the Property. Any costs or expense associated with such installation of temporary equipment
shall be LESSEE'S sole responsibility.
26. CONDEMNATION. If a condemnation of any portion of the Property or
Premises prevents LESSEE's Use, LESSEE may terminate this Agreement. LESSEE may on its own
behalf make a claim in any condemnation proceeding involving the Premises for losses related
to LESSEE's communications equipment, relocation costs and, specifically excluding loss of
LESSEE's leasehold interest, any other damages LESSEE may incur as a result of any such
condemnation.
27. APPLICABLE LAWS. LESSEE shall, in respect to the condition of the Premises and
at LESSEE's sole cost and expense, comply with (i) all Laws and requirements relating to LESSEE's
z1vam
specific and unique nature of use of the Premises, and (ii) all building, planning and zoning codes
requiring modifications to the Premises due to the improvements being made by LESSEE in the
Premises, now or in the future. It shall be LESSOR's obligation to comply with all Laws relating
to the Property, without regard to specific use (including, without limitation, modifications
required to enable LESSEE to obtain all necessary building permits).
28. TAXES: COMMUNICATION USER FEE, COMMUNICATION UTILITY USERS TAX OR
PUBLIC SAFETY COMMUNICATION FEE.
(a) LESSOR shall invoice and LESSEE shall pay any applicable transaction tax
(including sales, use, gross receipts, or excise tax) imposed on the LESSEE and required to be
collected by the LESSOR based on any service, rental space, or equipment provided by the
LESSOR to the LESSEE. LESSEE shall pay all personal property taxes, fees, assessments, or other
taxes and charges imposed by any Government Entity that are imposed on the LESSEE and
required to be paid by the LESSEE that are directly attributable to the LESSEE's equipment or
LESSEE's use and occupancy of the Premises as well as any and all fees or taxes attributable to
LESSEE or its licensees doing business in the City. Payment shall be made by LESSEE within 30
days after presentation of a receipted bill and/or assessment notice which is the basis for such
taxes or charges. If LESSEE fails or refuses to make such payment within ninety (90) days after
receipt of the applicable bill and/or assessment notice, LESSOR may pay such undisputed
amounts on behalf of LESSEE and obtain reimbursement from LESSEE with thirty (30) days
following receipt of an invoice and reasonable supporting documentation, in addition to any
other remedies at law available to LESSOR to collect the outstanding amount due. If LESSEE fails
or refuses to reimburse LESSOR for any such undisputed amounts paid by LESSOR on LESSEE's
behalf pursuant to this Section 28(a) within ninety (90) days following receipt of such invoice
and reasonable supporting documentation, LESSOR may terminate this Agreement upon written
notice to LESSEE. LESSOR shall pay all ad valorem, personal property, real estate, sales and use
taxes, fees, assessments or other taxes or charges that are attributable to LESSOR's Property or
any portion thereof imposed by any Government Entity.
(b). LESSEE shall have the right, at its sole option and at its sole cost and expense, to
appeal, challenge or seek modification of any tax assessment or billing for which LESSEE is
wholly or partly responsible for payment. LESSOR shall reasonably cooperate with LESSEE at
LESSEE's expense in filing, prosecuting and perfecting any appeal or challenge to taxes as set
forth in the preceding sentence, including but not limited to, executing any consent, appeal or
other similar document. In the event that as a result of any appeal or challenge by LESSEE, there
is a reduction, credit or repayment received by the LESSOR for any taxes previously paid by
LESSEE, LESSOR agrees to promptly reimburse to LESSEE the amount of said reduction, credit or
repayment. In the event that LESSEE does not have the standing rights to pursue a good faith
and reasonable dispute of any taxes under this paragraph, and upon written request by LESSEE,
LESSOR will pursue such dispute and LESSEE shall reimburse LESSOR for LESSOR's cost and
expenses, including attorneys' fees and staff time, to pursue a tax dispute on LESSEE's behalf.
29, (Intetionally Omitted).,
30. MISCELLANEOUS.
a) Amendment/Waiver. This Agreement cannot be amended, modified or
revised unless done in writing and signed by an authorized agent of the LESSOR and an
authorized agent of the LESSEE. No provision may be waived except in a writing signed by
both parties. This Agreement contains all agreements, promises and understandings
between the LESSOR and the LESSEE regarding this transaction, and no oral agreement,
promises or understandings shall be binding upon either the LESSOR or the LESSEE in any
dispute, controversy or proceeding.
b) Consents of Parties. Whenever a party's consent is required under this
Agreement, except as otherwise stated in the Agreement or as same may be
duplicative, such consent will not be unreasonably withheld, conditioned or delayed.
Neither LESSOR's execution of this Agreement nor any consent or approval given by
LESSOR hereunder in its capacity as lessor shall waive, abridge, impair or otherwise
affect LESSOR's powers and duties as a governmental body. Any requirements under
this Agreement that LESSEE obtain consents or approvals of LESSOR are in addition
to and not in lieu of any requirements of law that LESSEE obtain approvals or
permits. However, LESSOR shall attempt to coordinate its procedures for giving
contractual and governmental approvals so that LESSEE's requests and applications
are not unreasonably denied ordelayed.
c) Bind and Benefit. The terms and conditions contained in this Agreement
will run with the Property and bind and inure to the benefit of the parties, their
respective heirs, executors, administrators, successors and assigns.
d) Entire Agreement. This Agreement and the exhibits attached hereto all
being a part hereof, constitute the entire agreement of the parties hereto and will
supersede all prior offers, negotiations and agreements with respect tothe subject matter
of this Agreement.
e) !Poverning Law; Venue. This Agreement will be governed by the laws of the
State of
or mediation shall be in Los Angeles County, California.
f) Interpretation. Unless otherwise specified, the following rules of
construction and interpretation apply: (i) captions are for convenience and reference only
and in no way define or limit the construction of the terms and conditions hereof; (ii) use
of the term "including" will be interpreted to mean "including but not limited to"; (iii)
whenever a party's consent is required under this Agreement, except as otherwise stated
in the Agreement or as same may be duplicative, such consent will not be unreasonably
withheld, conditioned or delayed; (iv) exhibits are an integral part of the Agreement and
are incorporated by reference into this Agreement; (v) use of the terms "termination" or
Ilexpiration" are interchangeable; and (vi) reference to a default will take into
consideration any applicable notice, grace and cure periods and (vii) to the extent there is
any issue with •` to any alleged, perceived • actual ambiguity in this Agreeme
the ambiguity shall not be resolved on the basis of who drafted the Agreement. ri
g) Estoppel. Either party will, at any time upon thirty (30) business days prior
written
• from the other, execute, acknowledge and deliver to the • a statement
in writing (i) certifying that this Agreement is unmodified and in full force and effect (or, if
modified, stating the nature • such modification and certifying this Agreement, as so
paid in advance, if any, and (ii) acknowledging that there are not, to such party's
knowledge, any uncured defaults on the part of the other party hereunder, or specifying
such defaults if any are claimed. Any such statement may be conclusively relied upon by
any prospective purchaser or encumbrance of the Premises. The requested party's failure
to •:- such a statement within such time will be conclusively relied i•• by the
requesting party that (i) this +• is in full force and effect, without modification
except as may be properly represented by the requesting party, (ii) there are no uncured
defaults in either party's performance, and (iii) no more than •' month's Rent has been
paid inadvance.
h) W-9. LESSOR agrees to provide LESSEE with a completed IRS Form
W--9-
• its
may be reasonably requested by LESSEE.
i) No Option/No Electronic Signature. The submission of this Agreement to
tny party for examination or consideration i•- not • an • reservation of •:
ipption for the Premises based • the terms set forth herein. This +• will
become effective as a binding Agreement only upon the handwritten legal execution,
-.cknowledgment and delivery hereof • LESSOR and LESSEE.
j) Severability. if any term or condition of this Agreement is fou
unenforceable, the remaining terms and conditions will remain binding upon t
parties as though said unenforceable provision were not contained herein. •
if the invalid, illegal or unenforceable provision materially affects this Agreeme
then the Agreement may be terminated by either party on ten (10) business da
prior written notice to the other party hereto.
k) Counterqarts. This Agreement may be executed in two (2) or more
counterparts, all of which shall be considered • and the same agreement and shall
become effective when one or more counterparts have been signed by each of the
parties. It being understood that all parties need not sign the same counterpart.
1) Memorandum/Short Form Lease. Either party will, at any time upon
fifteen (15) business days' prior written notice from the other, execute, acknowledge
•: deliver to the • a recordable Memorandum or Short Form of Lease. Either
1128446312
party may record this Memorandum • • Form • Lease at any time, in its absolute
discretion.
rn) Property Ownership. It is agreed and acknowledged by LESSOR that
LESSEE is not the owner of the Property and that LESSEE's interest in the Property is as
a LESSEE pursuant to the terms, covenants, and conditions of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their
respective seals the day and year first above written.
CITY OF DOWNEY,
::nd charter city
By:
Mayor
Attest:
City Clerk
Approved as to Form:
ji, AttoUrne,
Los Angeles SMSA Limited Partnership,
a California limited partnership, d/b/a Verizon
Wireless
By: AirTouch Cellular Inc., Its: General Partner
By: .4
Its: 45A ef-W V-% 7'U 0• ov,
Date: 7 / /-.I -/ -( -)
112844631_2
4INNTTi
Real property in the City of Downey, County of Los Angeles, State of California, described as
follows:
PARCEL A: (APN: 6283-004-900)
LOT 40 OF TRACT NO. 18301 AS PER MAP RECORDED IN BOOK 477, PAGES 47 AND 48 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THE SOUTHERLY 8 FEET.
PARCEL 61: (A PORTION OF APN: 6283-001-902)
THAT PORTION OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE CITY
OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, IN THE RANCHO SANTA
GERTRUDES, AS PER MAP RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTH LINE OF SAID NORTH HALF DISTANT 150.00 FEET
WESTERLY THEREON FROM THE SOUTHWEST CORNER OF TRACT NO. 15508, IN THE COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 433 PAGE 3 OF
MAPS, RECORDS OF SAID COUNTY; THENCE SOUTHERLY PARALLEL WITH THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF SAID TRACT NO. 15508, A DISTANCE OF 150.00
FEET; THENCE EASTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID NORTH HALF A
DISTANCE OF 333.52 FEET TO A LINE THAT IS PARALLEL WITH THE EAST LINE OF SAID
NORTH HALF AND DISTANT 150.00 FEET WESTERLY AT RIGHT ANGLES THEREFROM; THENCE
SOUTHERLY ALONG SAID PARALLEL LINE 125.72 FEET, MORE OR LESS, TO THE NORTHEAST
CORNER OF THE LAND DESCRIBED IN DEED TO REUBEN MOCSCNEKIAN, RECORDED ON
OCTOBER 9, 1959, AS INSTRUMENT NO. 2753, IN BOOK D-629 PAGE 383, OFFICIAL RECORDS
OF SAID COUNTY; THENCE ALONG THE NORTH LINE OF SAID LAST MENTIONED LAND, SOUTH
89° 48'28" WEST 1132.17 FEET TO THE EASTERLY LINE OF BELLFLOWER BOULEVARD, 80
FEET WIDE, AS DESCRIBED IN BOOK 11487 PAGE 319 OF SAID OFFICIAL RECORDS; THENCE
NORTHERLY ALONG SAID BELLFLOWER BOULEVARD, 275.96 FEET, MORE OR LESS, TO SAID
NORTH LINE OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF SAID FRACTIONAL SECTION 10; THENCE EASTERLY ALONG SAID LAST
MENTIONED NORTH LINE, 798.65 FEET, MORE OR LESS TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, GAS, AND MINERAL SUBSTANCE, NATURAL GASOLINE, AND
HYDROCARBONS LYING IN, UNDER OR THAT MAY BE PRODUCED, SAVED, SOLD OR REMOVED
FROM THE HEREIN DESCRIBED LAND BY GRANT DEED RECORDED OCTOBER 3, 1960 AS
INSTRUMENT NO. 1412 OF OFFICIAL RECORDS.
PARCEL B2: (A PORTION OF APN: 6283-001-902)
THE NORTHERLY 140 FEET OF THE SOUTHERLY 180 FEET OF THE WESTERLY 190 FEET OF THE
FOLLOWING DESCRIBED PROPERTY; THAT PORTION OF SECTION 10, TOWNSHIP 3 SOUTH,
RANGE 12 WEST, RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS
ANGELES AND STATE OF
CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTH ONE-HALF OF THE SOUTHWEST
ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 10; THENCE NORTH 0°
04'25" WEST, ALONG THE CENTER OF SAID SECTION 10, A DISTANCE OF 384.79 FEET;
THENCE NORTH 89° 48'28" EAST 1172.17 FEET TO THE WEST BOUNDARY OF TRACT NO.
18301, AS SHOWN ON THE MAP FILED IN BOOK 477 AT PAGE 48 OF MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 0° 04'35" EAST, ALONG THE
WEST BOUNDARY OF SAID TRACT NO. 18301 A DISTANCE OF 384.74 FEET TO THE
SOUTHWEST CORNER OF SAID TRACT 18301; THENCE SOUTH 89° 48'28" WEST 1172.19 FEET
TO THE POINT OF BEGINNING.
PARCEL 133: (A PORTION OF APN: 6283-001-902)
THE NORTHERLY 192.37 FEET OF THE FOLLOWING DESCRIBED PROPERTY:
THAT PORTION OF SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, RANCHO SANTA
GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES AND STATE OF
CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTH ONE-HALF OF THE SOUTHWEST
ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 10; THENCE NORTH 0°
04'25" WEST, ALONG THE CENTER OF SAID SECTION 10, A DISTANCE OF 384.74 FEET;
THENCE NORTH 89° 48'28" EAST 1172.17 FEET TO THE WEST BOUNDARY OF TRACT NO.
18301, AS SHOWN ON THE MAP FILED IN BOOK 477 AT PAGE 48 OF MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 0'04'35" EAST, ALONG THE
WEST BOUNDARY OF SAID TRACT NO. 18301, A DISTANCE OF 384.74 FEET TO THE
SOUTHWEST CORNER OF SAID TRACT 18301; THENCE SOUTH 89° 48'28" WEST 1172.19 FEET
TO THE POINT OF BEGINNING.
EXCEPT THEREFROM THE WESTERLY 640 FEET, MEASURED AT RIGHT ANGLES TO SAID LAND.
EXCEPTING THEREFROM ALL OIL, GAS AND MINERALS, NOW ON, IN OR UNDER SAID LAND
BUT WITHOUT HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE THEREOF, EXCEPTING
BELOW A DEPTH OF 500 FEET FROM THE NATURAL SURFACE OF SAID LAND BY GRANT DEED
RECORDED MAY 28, 1974 AS INSTRUMENT NO. 14 OF OFFICIAL RECORDS.
SITE PLAN OF THE PREMISES
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APN: 6283-001-034
APN: 6283-001-036
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LEASE EXHIBIT VZT IMPERIAL CO 12324 BELLFLOWER BLVD., DOWNEY, CA 90242
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DET:L7L .dSE PLAN
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
McGuireWoods LLP
1800 Century Park East, 8th Floor
Los Angeles, California 90067
Attn: Charlotte K. Pashley, Esq.
Re: VZT Imperial CO
(Space above line for Recorder's Use)
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
DTT = $0.00; Guaranteed lease term less
than 35 years
No Prior Recording
This MEMORANDUM OF LAND LEASE AGREEMENT ("Memorandum") is made as of the last date
of execution indicated on the signature page below, between City of Downey, a municipal corporation
and charter city, hereinafter designated "LESSOR" and Los Angeles SMSA Limited Partnership, dba
Verizon Wireless, hereinafter designated "LESSEE." LESSOR and LESSEE are at times collectively referred
to hereinafter as the "Parties" or individually as the "Party."
1. LESSOR and LESSEE entered into a Land Lease Agreement (the "Agreement") on the last date of
execution thereof, for an initial term of five (5) years, commencing on the Commencement Date
(defined hereinafter), which shall be extended for four (4) additional five (5) year terms by mutual
consent of the Parties. The total guaranteed term of the Agreement is less than thirty-five (35) years.
2. Pursuant to the Agreement, LESSOR grants to LESSEE the right to install, maintain and operate
communications equipment upon the Premises (as defined in the Agreement), which are a part of that
real property owned by LESSOR located at 12324 Bellflower Blvd., Downey, California (the "Property").
The Property is legally described on Exhibit "A" attached hereto and made a part hereof.
3. The Commencement Date of the Agreement, of which this is a Memorandum, shall be the first
day of the month after LESSEE begins installation of LESSEE's communications equipment.
4. If LESSOR receives an offer or letter of intent from any person or entity that is in the business of
owning, managing or operating communications facilities or is in the business of acquiring LESSOR's
interests in agreements relating to communications facilities, to purchase fee title, an easement, a lease,
a license, or any other interest in the Premises or any portion thereof or to acquire any interest in this
Agreement, or an option for any of the foregoing, LESSOR shall provide written notice to LESSEE of said
offer.
Attachment ""
S. The terms, covenants and provisions of the Agreement, the terms of which are hereby
incorporated by reference into this Memorandum, shall extend to and be binding upon the respective
executors, administrators, heirs' successors and assigns ofLESSOR and LESSEE.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals
the day and year last written below.
X*S1161
CITY OF DOWNEY,
2nd charter city
By:
Mayor
Attest:
City Clerk
Appro;as to F6 rm -
City Attorney
Los Angeles SMSA Limited Partnership,
aCalifornia limited partnership, d/b/aVerizon
Wireless
By: AirTouch Cellular Inc., Its: General Partner
By:_
Its: ��^C ~ xm^V- C 10V V)~~°*°k,
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1111, jjj� —11,1111
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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 validity of that document.
On , before me, , Notary Public,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY • PERJURY under the laws • the State of California that the foregoing
•. is true and correct.
MIT M --
P0
3
VZW imperial CO
112859755 1
STATE OF WASHINGTON )
) ss.
COUNTY OF KING
On this day of '2019, bel'ore me. a Notary 11tiblic inand for
the, State of Washin toti, I)ersonally/appe"Ired Jifil \Vfles, personally known to ine (or proved to
me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath
stated that he was authorized to execute the instrument, and acknowledged it as the Executive
Director Network Field Engineering of Seattle SMSA Limited Partnership d/b/a Verizon
Wireless, By Cellco Partnership, Its General Partner, to be the free and voluntary act and deed of
said party for the uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
NOTAlt
rOsidin'g at
in, �,,i d for the State of WA,
JANNET-FE L CLARK
Notary Public
State of Washington
Commission # 173345
My Comm, Expires Aug 29, 2022
(Legal Description of Property)
Real property in the City of Downey, County of Los Angeles, State of California, described as
follows:
PARCEL A: (APN: 6283-004-900)
LOT 40 OF TRACT NO. 18301 AS PER MAP RECORDED IN BOOK 477, PAGES 47 AND 48 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM THE SOUTHERLY 8 FEET.
PARCEL B1: (A PORTION OF APN: 6283-001-902)
THAT PORTION OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE CITY
OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, IN THE RANCHO SANTA
GERTRUDES, AS PER MAP RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTH LINE OF SAID NORTH HALF DISTANT 150.00 FEET
WESTERLY THEREON FROM THE SOUTHWEST CORNER OF TRACT NO. 15508, IN THE COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 433 PAGE 3 OF
MAPS, RECORDS OF SAID COUNTY; THENCE SOUTHERLY PARALLEL WITH THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF SAID TRACT NO. 15508, A DISTANCE OF 150.00
FEET; THENCE EASTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID NORTH HALF A
DISTANCE OF 333.52 FEET TO A LINE THAT IS PARALLEL WITH THE EAST LINE OF SAID
NORTH HALF AND DISTANT 150.00 FEET WESTERLY AT RIGHT ANGLES THEREFROM; THENCE
SOUTHERLY ALONG SAID PARALLEL LINE 125.72 FEET, MORE OR LESS, TO THE NORTHEAST
CORNER OF THE LAND DESCRIBED IN DEED TO REUBEN MOCSCNEKIAN, RECORDED ON
OCTOBER 9, 1959, AS INSTRUMENT NO. 2753, IN BOOK D-629 PAGE 383, OFFICIAL RECORDS
OF SAID COUNTY; THENCE ALONG THE NORTH LINE OF SAID LAST MENTIONED LAND, SOUTH
89° 48'28" WEST 1132.17 FEET TO THE EASTERLY LINE OF BELLFLOWER BOULEVARD, 80
FEET WIDE, AS DESCRIBED IN BOOK 11487 PAGE 319 OF SAID OFFICIAL RECORDS; THENCE
NORTHERLY ALONG SAID BELLFLOWER BOULEVARD, 275.96 FEET, MORE OR LESS, TO SAID
NORTH LINE OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF SAID FRACTIONAL SECTION 10; THENCE EASTERLY ALONG SAID LAST
MENTIONED NORTH LINE, 798.65 FEET, MORE OR LESS TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, GAS, AND MINERAL SUBSTANCE, NATURAL GASOLINE, AND
HYDROCARBONS LYING IN, UNDER OR THAT MAY BE PRODUCED, SAVED, SOLD OR REMOVED
FROM THE HEREIN DESCRIBED LAND BY GRANT DEED RECORDED OCTOBER 3, 1960 AS
INSTRUMENT NO. 1412 OF OFFICIAL RECORDS.
PARCEL B2: (A PORTION OF APN: 6283-001-902)
THE NORTHERLY 140 FEET OF THE SOUTHERLY 180 FEET OF THE WESTERLY 190 FEET OF THE
FOLLOWING DESCRIBED PROPERTY; THAT PORTION OF SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12
WEST, RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES AND STATE OF
CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
y
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTH ONE-HALF OF THE SOUTHWEST
ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 10; THENCE NORTH 0°
04' 25" WEST, ALONG THE CENTER OF SAID SECTION 10, A DISTANCE OF 384.79 FEET;
THENCE NORTH 89° 48'28" EAST 1172.17 FEET TO THE WEST BOUNDARY OF TRACT NO.
18301, AS SHOWN ON THE MAP FILED IN BOOK 477 AT PAGE 48 OF MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 0° 04'35" EAST, ALONG THE
WEST BOUNDARY OF SAID TRACT NO. 18301 A DISTANCE OF 384.74 FEET TO THE
SOUTHWEST CORNER OF SAID TRACT 18301; THENCE SOUTH 89° 48'28" WEST 1172.19 FEET
TO THE POINT OF BEGINNING.
PARCEL 133: (A PORTION OF APN: 6283-001-902)
THE NORTHERLY 192.37 FEET OF THE FOLLOWING DESCRIBED PROPERTY:
THAT PORTION OF SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, RANCHO SANTA
GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES AND STATE OF
CALIFORNIA, AS SHOWN ON THE MAP RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE NORTH ONE-HALF OF THE SOUTHWEST
ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 10; THENCE NORTH 0°
04'25" WEST, ALONG THE CENTER OF SAID SECTION 10, A DISTANCE OF 384.74 FEET;
THENCE NORTH 89'48'28" EAST 1172.17 FEET TO THE WEST BOUNDARY OF TRACT NO.
18301, AS SHOWN ON THE MAP FILED IN BOOK 477 AT PAGE 48 OF MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 0° 04'35" EAST, ALONG THE
WEST BOUNDARY OF SAID TRACT NO. 18301, A DISTANCE OF 384.74 FEET TO THE
SOUTHWEST CORNER OF SAID TRACT 18301; THENCE SOUTH 89° 48'28" WEST 1172.19 FEET
TO THE POINT OF BEGINNING.
EXCEPT THEREFROM THE WESTERLY 640 FEET, MEASURED AT RIGHT ANGLES TO SAID LAND.
EXCEPTING THEREFROM ALL OIL, GAS AND MINERALS, NOW ON, IN OR UNDER SAID LAND
BUT WITHOUT HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE THEREOF, EXCEPTING
BELOW A DEPTH OF 500 FEET FROM THE NATURAL SURFACE OF SAID LAND BY GRANT DEED
RECORDED MAY 28, 1974 AS INSTRUMENT NO. 14 OF OFFICIAL RECORDS.
6
VZW Imperial CO
112859755_1