HomeMy WebLinkAbout2010-11-24 - Board of Directors Meeting Agenda Packet
Yorba Linda
Water District
AGENDA
YORBA LINDA WATER DISTRICT
BOARD OF DIRECTORS REGULAR MEETING
Wednesday, November 24, 2010, 8:30 AM
1717 E Miraloma Ave, Placentia CA 92870
1. CALL TO ORDER
2. PLEDGE OF ALLEGIANCE
3. ROLL CALL
William R. Mills, President
Michael J. Beverage, Vice President
Ric Collett
Phil Hawkins
John W. Summerfield
4. ADDITIONS/DELETIONS TO THE AGENDA
5. PUBLIC COMMENTS
Any individual wishing to address the Board is requested to identify themselves and state the matter on which
they wish to comment. If the matter is on the agenda, the Board will recognize the individual for their comment
when the item is considered. No action will be taken on matters not listed on the agenda. Comments are limited
to matters of public interest and matters within the jurisdiction of the Water District. Comments are limited to five
minutes.
6. CONSENT CALENDAR
All items listed on the consent calendar are considered to be routine matters, status reports, or documents
covering previous Board instructions. The items listed on the consent calendar may be enacted by one motion.
There will be no discussion on the items unless a member of the Board, staff, or public requests further
consideration.
6.1. Minutes of the Regular Board of Directors Meeting Held November 10, 2010
Recommendation: That the Board of Directors approve the minutes as presented.
6.2. Payments of Bills, Refunds, and Wire Transfers
Recommendation: That the Board of Directors ratify and authorize disbursements in
the amount of $2,004,478.74.
6.3. Final Progress Payment No. 29 and the Notice of Completion for Highland Reservoir
Replacement Project
Recommendation: That the Board of Directors approve Final Progress Payment No.
29, in the net amount of $408,586.82, to Schuler Engineering Corporation and 5%
retention of $21,504.57, deposited to Citizens Business Bank escrow account,
authorize staff to file the Notice of Completion and release the retention thirty five
days following recordation, if no liens have been filed, release the Labor and
Material Bond, and release the Faithful Performance Bond in one year if no defects
have been found for the construction of the Highland Reservoir Replacement
Project, Job No. 200309.
7. ACTION CALENDAR
This portion of the agenda is for items where staff presentations and Board discussions are needed prior to
formal Board action.
7.1. Verizon Cell Site Lease Agreement
Recommendation: That the Board of Directors authorize the General Manager to
execute the Verizon Cell Site Lease Agreement.
8. REPORTS, INFORMATION ITEMS, AND COMMENTS
8.1. President's Report
8.2. Directors' Reports
8.3. Assistant General Manager's Report
8.4. Future Agenda Items and Staff Tasks
9. COMMITTEE REPORTS
9.1. Executive Administrative-Organizational Committee
(Mills/Beverage) Alternate: Collett
Minutes of meeting held November 18, 2010 at 4:00 p.m.
Meeting scheduled December 21, 2010 at 4:00 p.m.
9.2. Finance-Accounting Committee
(Summerfield/Collett) Alternate: Mills
• Meeting scheduled December 13, 2010 at 4:00 p.m.
9.3. Personnel-Risk Management Committee
(Collett/Hawkins) Alternate: Summerfield
Minutes of meeting held November 17, 2010 at 4:00 p.m.
Meeting scheduled December 14, 2010 at 4:00 p.m.
9.4. Planning-Engineering-Operations Committee
(Mills/Summerfield) Alternate: Beverage
• Meeting scheduled December 1, 2010 at 4:00 p.m.
9.5. Public Information-Technology Committee
(Beverage/Hawkins) Alternate: Summerfield
• Meeting scheduled December 7, 2010 at 3:00 p.m.
9.6. MWDOC/OCWD Ad Hoc Committee
(Mills/Beverage) Alternate: Collett
• Minutes of meeting held November 16, 2010 at 4:00 p.m.
• Meeting scheduled January 25, 2011 at 4:00 p.m.
9.7. Citizens Advisory Committee
• Meeting scheduled December 13, 2010 at 8:30 a.m.
10. INTERGOVERNMENTAL MEETINGS
10.1. YL Planning Commission - November 10, 2010 (Collett)
10.2. YL City Council - November 16, 2010 (Summerfield)
10.3. MWDOC Board - November 17, 2010 (Staff)
10.4. OCWD Board - November 17, 2010 (Staff)
11. BOARD OF DIRECTORS ACTIVITY CALENDAR
11.1. Meetings from November 25, 2010 -December 31, 2010
12. ADJOURNMENT
12.1. A special meeting of the Board of Directors will be held December 3, 2010 at 3:00 p.m.
The next regular meeting of the Board of Directors will be held December 9, 2010 at
8:30 a.m.
Items Distributed to the Board Less Than 72 Hours Prior to the Meeting
Pursuant to Government Code section 54957.5, non-exempt public records that relate to open session agenda items
and are distributed to a majority of the Board less than seventy-two (72) hours prior to the meeting will be available for
public inspection in the lobby of the District's business office located at 1717 E. Miraloma Avenue, Placentia, CA 92870,
during regular business hours. When practical, these public records will also be made available on the District's internet
website accessible at http://www.ylwd.com/.
Accommodations for the Disabled
Any person may make a request for a disability-related modification or accommodation needed for that person to be
able to participate in the public meeting by telephoning the Executive Secretary at 714-701-3020, or writing to Yorba
Linda Water District, P.O. Box 309, Yorba Linda, CA 92885-0309. Requests must specify the nature of the disability and
the type of accommodation requested. A telephone number or other contact information should be included so the
District staff may discuss appropriate arrangements. Persons requesting a disability-related accommodation should
make the request with adequate time before the meeting for the District to provide the requested accommodation.
ITEM NO. 6.1
AGENDA REPORT
Meeting Date: November 24, 2010
Subject: Minutes of the Regular Board of Directors Meeting Held November 10, 2010
STAFF RECOMMENDATION:
That the Board of Directors approve the minutes as presented.
ATTACHMENTS:
Narne: Description: Type:
111010 BOD - Minutes.doc BOD Mtg Minutes 11/10/10 Minutes
Approved by the Board of Directors of the
Yorba Linda Water District
11/24/2010
RC/PH 5-0
MINUTES OF THE
YORBA LINDA WATER DISTRICT
BOARD OF DIRECTORS REGULAR MEETING
November 10, 2010
1. CALL TO ORDER
The November 10, 2010 regular meeting of the Yorba Linda Water District Board
of Directors was called to order by Vice President Beverage at 8:30 a.m. The
meeting was held at the District's Administrative Office at 1717 E Miraloma Ave,
Placentia CA 92870.
2. PLEDGE OF ALLEGIANCE a
3. ROLL CALL
DIRECTORS PRESENT STAFF PRESENT
Michael J. Beverage, Vice President Ken Vecchiarelli, General Manager
Ric Collett Pat Grady, Assistant General Manager
Phil Hawkins Steve Conklin, Engineering Manager
John W. Summerfield Lee Cory, Operations Manager
Stephen Parker, Finance Director
Ken Mendum, Water Maintenance Supt
Todd Howard, Info Systems Tech I
Rey Tobias, Instrumentation Tech
Damon Micalizzi, PI Officer
Annie Alexander, Executive Secretary
DIRECTORS ABSENT
William R. Mills, President
OTHER VISITORS
Gary Melton, Director Elect
Lynn Melton, YLWD Resident
Art Kidman, General Counsel, McCormick, Kidman & Behrens
Laurie Ellen Park, Associate, McCormick, Kidman & Behrens
4. ADDITIONS/DELETIONS TO THE AGENDA
None.
5. PUBLIC COMMENTS
None.
1
6. SPECIAL RECOGNITION
6.1. Recognize Ken Mendum, Water Maintenance Superintendent, for
Completion of the ACWA/JPIA Professional Development Program
The Board of Directors commended Mr. Mendum for completion of the
Supervisor Basics specialty in the ACWA/JPIA Professional Development
Program.
Mr. Mendum left the meeting at this time.
7. CONSENT CALENDAR
On a motion by Director Summerfield, seconded by Director Collett, the Board
voted 4-0 to approve the Consent Calendar.
7.1. Minutes of the Regular Board of Directors Meeting Held October 28, 2010
Recommendation. That the Board of Directors approve the
minutes as presented.
7.2. Payments of Bills, Refunds, and Wire Transfers
Recommendation. That the Board of Directors ratify and authorize
disbursements in the amount of $487,149.02.
7.3. First Quarter FY 2010/11 Financial Statements
Recommendation. That the Board of Directors receive and file the
First Quarter FY 2010/11 Financial Statements.
7.4. Investment Report for the Period Ending September 2010
Recommendation. That the Board of Directors receive and file the
Investment Report for the period ending September 2010.
8. ACTION CALENDAR
8.1. Election for the ACWA Health Benefits Authority Board of Directors
Mr. Vecchiarelli explained that a ballot was being presented to the Board
to vote on the selection of the ACWA Health Benefits Authority Board of
Directors. The Board then briefly discussed the candidates and the value
of participating in the election. Mr. Vecchiarelli also stated that he had
received a letter from the Rancho California Water District requesting the
Board's support for their candidate.
On a motion by Director Summerfield, seconded by Director Hawkins, the
Board voted 4-0 not to take any action on this matter.
2
9. REPORTS, INFORMATION ITEMS AND COMMENTS
9.1. President's Report
None.
9.2. Directors' Reports
None.
9.3. General Manager's Report
Mr. Vecchiarelli reported that staff would be holding a potluck lunch on
November 18, 2010 from 11:30 a.m. to 1:30 p.m. to which the Board
members, District retirees and Citizens Advisory Committee members
would be invited. Mr. Vecchiarelli then stated that the District offices
would be closed on November 12, 2010 in observance of Veterans Day.
9.4. General Counsel's Report
Mr. Kidman reported that the District had filed a petition with the Supreme
Court to review the Appellate court ruling. The District has also received
more than 50 Amicus Curiae letters from other agencies in support of the
petition. Mr. Vecchiarelli then distributed a map identifying the various
locations of supporting agencies throughout the state.
9.5. Future Agenda Items and Staff Tasks
None.
A.
10. COMMITTEE REPORTS
10.1. Executive-Administrative-Organizational Committee
(Mills/Beverage) Alternate: Collett
at a~'- Meeting scheduled November 18, 2010 at 4:00 p.m.
10.2. Finance-Accounting Committee
(Summerfield/Collett) Alternate: Mills
Minutes of the meeting held November 8, 2010 were provided at the
meeting. Directors Summerfield and Collett attended. Matters discussed
during the meeting were as follows: September 2010 Budget to Actual
Results; and September 2010 Investment Report.
Meeting scheduled December 13, 2010 at 4:00 p.m.
10.3. Personnel-Risk Management Committee
(Collett/Hawkins) Alternate: Summerfield
Meeting scheduled November 9, 2010 was rescheduled to November 17,
2010 at 4: 00 p.m.
3
10.4. Planning-Engineering-Operations Committee
(Mills/Summerfield) Alternate: Beverage
Minutes of meeting held November 4, 2010 were provided in the agenda
packet. Directors Mills and Summerfield attended. Matters discussed
during the meeting were as follows: Monthly Groundwater Production and
Purchased Import Water Report; Monthly Preventative Maintenance
Program Report; Casino Ridge Extension YL Outpost - King Family
Development; Monthly Groundwater Producers Meeting Report; and
Status Report on Capital Projects in Progress.
Meeting scheduled December 2, 2010 at 4:00 p.m.
10.5. Public Information -Technology Committee
(Beverage/Hawkins) Alternate: Summerfield
Minutes of meeting held November 9, 2010 were provided at the meeting.
Directors Beverage and Hawkins attended. Matters discussed during the
meeting were as follows: Elk Mountain Practice Field Update; 2011
Children's Water Education Festival; and IT Projects Monthly Status.
Meeting scheduled December 7, 2010 at 4:00 p.m. was rescheduled to
3:00 p.m. the same day.
10.6. MWDOC/OCWD Ad Hoc Committee
(Mills/Beverage) Alternate: Collett
Meeting scheduled November 16, 2010 at 4:00 p.m.
10.7. Citizens Advisory Committee
Meeting scheduled November 22, 2010 at 8:30 a.m. may be rescheduled
due to the upcoming holidays.
11. INTERGOVERNMENTAL MEETINGS
11.1. YL City Council -November 2, 2010 (Mills)
Director Mills was not in attendance to report on this meeting.
11.2. MWDOC/MWD Workshop - November 3, 2010 (Staff)
Staff did not attend.
11.3. OCWD Board - November 3, 2010 (Staff)
Staff did not attend.
11.4. WACO - November 5, 2010 (Hawkins)
Director Hawkins did not attend.
4
12. BOARD OF DIRECTORS ACTIVITY CALENDAR
12.1. Meetings from November 11, 2010 - December 31, 2010
The Board reviewed the listed meetings and made no additional changes.
13. ADJOURNMENT
13.1. The meeting was adjourned at 8:58 a.m. The next regular meeting of the
Board of Directors will be held November 24, 2010 at 8:30 a.m.
Ken Vecchiarelli
Board Secretary
o
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a.
5
ITEM NO. 6.2
AGENDA REPORT
Meeting Date: November 24, 2010 Budgeted: Yes
Total Budget: N/A
To: Board of Directors Cost Estimate: $2,004,478.74
Funding Source: All Funds
From: Pat Grady, Assistant General Account No: N/A
Manager
Job No: N/A
Presented By: Stephen Parker, Finance Dept: Finance
Director
Reviewed by Legal: N/A
Prepared By: Maria Trujillo, Accounting CEQA Compliance: N/A
Assistant I
Subject: Payments of Bills, Refunds, and Wire Transfers
SUMMARY:
Section 31302 of the California Water Code says the District shall pay demands made against it
when they have been approved by the Board of Directors. Pursuant to law, staff is hereby
submitting the list of disbursements for Board of Directors' approval.
STAFF RECOMMENDATION:
That the Board of Directors ratify and authorize disbursements in the amount of $2,004,478.74.
DISCUSSION:
The major items and wire transfers on this disbursement list are as follows: A wire of $1,059,580.62
to MWDOC for September 2010 water purchase; a check of $42,559.00 to Sancon Engineering for
sewer pipe lining and rehabilitation services; and, a check of $408,586.82 to Schuler Engineering
Corporation for Highland Reservoir September 2010 progress payment. The balance of
$249,873.40 is routine invoices. The Accounts Payable check register total is $1,760,599.84;
Payroll No. 23 total is $243,878.90; and, the disbursements of this agenda report are
$2,004,478.74. A summary of the checks is attached.
PRIOR RELEVANT BOARD ACTION(S):
The Board of Directors approves bills, refunds and wire transfers semi-monthly.
ATTACHMENTS:
Name: Descriptio a: o ype:
CkReg112410 BOD.pdf Check Register Backup Material
10-CS 1124.doc Cap Sheet Backup Material
Approved by the Board of Directors of the
Yorba Linda Water District
11/24/2010
RC/PH 5-0
Director Collett abstained from voting on
Check No. 55375 as he had a financial
interest with the vendor.
Yorba Linda Water District
Check Register
For Checks dated: 11/11/2010 thru 11/24/2010
Check No. Date Vendor Name Amount Description. ($25k or greater)
55307 11/24/2010 Abbott Staffing Group 1489.20
55308 11/24/2010 ACWA Assn Of Ca Water Agencies 364.00
55309 11/24/2010 AGB American Geophysical 2230.00
55318 11/24/2010 Air Resources Board 620.00
55310 11/24/2010 Aljon Graphics, Inc 564.80
55311 11/24/2010 Alternative Hose Inc. 50.50
55312 11/24/2010 Answer One Communications 370.94
55313 11/24/2010 Anthony Manzano 72.95
55314 11/24/2010 ApoIloTech nologles Inc. 380.00
SS315 11/24/2010 Appleone Employment Services 2,252.83
55316 11/24/2010 Aqua-Metric Sales Co. 4,854.87
55317 11/24/2010 Aramark 575.18
55320 11/24/2010 AT & T 45.07
53599 11/12/2010 AT & T - Calnet2 -435.40
55319 11/24/2010 AT & T Calnet2 3,769.30
55321 11/24/2010 AW Direct Inc. 297.27
55322 1112412010 Battery Systems 419.65
55323 11/24/2010 Brown And Caldwell 100.00
55332 11/24/2010 C & L Refrigeration Corp. 1,654.61
55337 11/24/2010 C. Wells Pipeline 1,173.15
55324 11/24/2010 Cal Society-Municipal Finance 220.00
55325 11/24/2010 Calif Water Envirvn Assn (CWEA) 274.00
55326 11/24/2010 Carollo Engineers 9,505.00
55327 11/24/2010 CDW Government, Inc 644.22
55328 11/24/2010 Citizen's Business Bank 21,504.57
55329 11/24/2010 City Of Anaheim 1,300.88
55330 11/24/2010 CIVILTEC Engineering, Inc 1,496.29
55331 11/24/2010 Cla-Val Co. 1,752.17
55333 11/24/2010 CNA Surety 350.00
55334 11/24/2010 Coastal Ignition & Controls 2,724.06
55335 11/24/2010 Coastline Equipment 543.20
55336 1112412010 Consolidated Reprographics 588.12
55338 11/24/2010 Dangelo Co. 3,650.12
55339 11/24/2010 Datalok Orange County 288.65
55343 11/24/2010 Dean Criske Trucking 847.33
55341 11/24/2010 Delta Wye Electric, Inc. 10,519-00
55340 11/24/2010 Delta Care USA 394.48
55342 11/24/2010 Derek Nguyen 452.00
55344 1112412010 Eisel Enterprises, Inc. 1,680.08
55345 11/24/2010 Employment Development Department 3,664.00
55347 11/24/2010 EyeMed 1,377.20
55346 11/24/2010 Federal Express 27.99
55348 11/24/2010 Fleet Services, Inc 1,926.95
55349 11/24/2010 Fullerton Paint & Flooring 234.39
55350 11/24/2010 Government Finance Officers 85.00
55351 11/24/2010 Grainger 249.77
55352 11/24/2010 Haaker Equipment Co. 1,020.68
55306 11/24/2010 HILLCREST CONTRACTING 838.92
55353 11/24/2010 Horne Depot Credit Services 660.66
55354 11/24/2010 ID Modeling, Inc. 23,366.69
55355 11/24/2010 Infosend Inc, 12,253.39
55356 11/24/2010 Jackson's Auto Supply - Napa 547.12
55357 11/24/2010 John Bogosian 510.80
55358 11/24/2010 Jon's Flags & Poles, Inc. 558.98
55360 11/24/2010 Karen Shea 18721
55361 11/24/2010 Killfngsworth Gear 10,548.62
55362 11/24/2010 League Of CA Citles,OC Div 25.00
55363 11/24/2010 Malcolm Pirnie, Inc. 7,970.08
55364 11/24/2010 Marina Landscape, Inc 8,353.57
55365 11/24/2010 Mc Cormick,Kidman & Behrens LLP 23,321.03
55366 11/24/2010 Mc Fadden-Dale Hardware 418.39
55367 11/24/2010 Mc Master-Carr Supply Co. 62.29
55368 11/24/2010 Merchants Building Maintenance LLC 11,986.26
W111210 11/12/2010 Municipal Water District 1,059,580.62 Water purchase September
55369 11/24/2010 Nickey Petroleum Co 4,378-60
55370 11/24/2010 Office Solutions 675.91
55371 11/24/2010 Orange County - 1 W M D 3,267.21
55372 11/24/2010 Orange County -Tax Collector 334.00
55373 11/24/2010 PARMA 100.00
55374 11/24/2010 Parts Source Anaheim 312.66
55375 11/24/2010 Placentia Disposal 4676 573.96
55359 11/24/2010 Pollard Water.com 67.64
55376 11/24/2010 Praxair Distribution 129.36
55377 11/24/2010 Prudential Group Insurance 2,939.82
55378 11/24/2010 Quinn Power Systems Associates 2,306.05
55379 11/24/2414 Raftelis Financial Consultants, Inc. 6,467.50
55305 11/24/2010 RJ NOBLE COMPANY 725.94
55380 11/24/2010 Robyn Shaw 673.43
55381 11/24/2010 Sancon Engineering Inc. 42,559.00 Pipe lining services
55382 11/24/2010 Sanders Paving, Inc. 14,531.00
55383 11/24/2010 Schuler Engineering Corp. 408,586.82 Highland Reservoir prog pay
55384 11/24/2010 Scott W- Moulton 2,635.00
55385 11/24/2010 Selman Chevrolet Company 32.19
55386 11/24/2010 Shred-ft USA Inc 72.15
55387 1112412010 Southern Calif Edison Co. 135.74
55388 11/24/2010 Southern Calif Gas Co. 7,653.79
55392 11/24/2010 St.Joseph Heritage Healthcare 245.00
55389 11/24/2010 Stacy Bavol/Petty Cash 190.86
55390 11/24/2010 Staples Business Advantage 2,110.86
55391 11/24/2010 Steven Andrews Engineering 660.00
55393 11/24/2010 Sunrise Medical Group 800.00
55394 11/24/2010 Terryberry Company 529.80
55397 11/24/2010 U S Postmaster 180.00
55395 11/24/2010 Underground Service Alert 156.00
55396 11/24/2010 USA Blue Book 578.57
55398 11/24/2010 Village Nurseries 117-02
55399 11/24/2010 Wells Supply Co 4,989.67
55400 1112412010 Xerox Corporation 1,476.84
55401 11/24/2010 Yorba Linda Hardware 48.79
Testa! $1,760,599.84
November 24, 2010
CHECK NUMBERS:
Void Check 53599 $ (435.40)
Computer Checks 55305-55401 $ 701,454.62
$ 701, 019.22
WIRE:
W-111210 MWDOC $ 1,059,580.62
TOTAL OF CHECKS AND WIRE $ 1,760,599.84
PAYROLL NO. 23:
Computer Checks 4698 - 4704
Manual Checks 4705 - 4714
Void Check 4715
Manual Checks 4716 - 4720 $ 243,878.90
DISBURSEMENT TOTAL: $ 2,004,478.74
APPROVED BY THE BOARD OF DIRECTORS MINUTE ORDER AT BOARD
MEETING OF NOVEMBER 24, 2010
ITEM NO. 6.3
AGENDA REPORT
Meeting Date: November 24, 2010 Budgeted: Yes
Total Budget: $11.2 M
To: Board of Directors Cost Estimate: $11.2M
Funding Source: Water Revenue Bond
From: Pat Grady, Assistant General Account No: 101-2700
Manager
Job No: 200309
Presented By: Steve Conklin, Engineering Dept: Engineering
Manager
Reviewed by Legal: No
Prepared By: Joe Polimino, Project Engineer CEQA Compliance: MND
Subject: Final Progress Payment No. 29 and the Notice of Completion for Highland
Reservoir Replacement Project
SUMMARY:
Work is complete for construction of the Highland Reservoir Replacement Project. Submitted for
consideration is Final Progress Payment Number 29 and authorization to file the Notice of
Completion for the project.
STAFF RECOMMENDATION:
That the Board of Directors approve Final Progress Payment No. 29, in the net amount of
$408,586.82, to Schuler Engineering Corporation and 5% retention of $21,504.57, deposited to
Citizens Business Bank escrow account; authorize staff to file the Notice of Completion and release
the retention thirty five days following recordation, if no liens have been filed; release the Labor and
Material Bond; and release the Faithful Performance Bond in one year if no defects have been
found for the construction of the Highland Reservoir Replacement Project, Job No. 200309.
DISCUSSION:
In accordance with the contract documents, Schuler Engineering Corporation submitted a request
for Final Progress Payment No. 29 in the amount of $430,091.39, which is the final payment for all
work on the project through the completion date of September 30, 2010. During this period, the
contractor completed hydroseeding, landscaping, paving, electrical testing, installation of
miscellaneous mechanical items and addressed all remaining punchlist items to complete the
project. This is the final pay request for this project.
. The current contract amount is $9,442,378.87 and 851 calendar days (includes $393,032.87
in authorized change orders and additional 121 calendar days with approved time extensions).
. The final contract amount is $9,392,378.87 and 851 calendar days starting June 2, 2008
(which includes a credit to the District of $50,000.00 for unused field orders per the contract).
. If approved, Final Progress Payment No. 29 is $430,091.39 (4.6% of the revised contract
amount) less 5% retention of $21,504.57 for a net payment of $408,586.82.
. If approved, total progress payments to date including retentions are $9,392,378.87 (100% of
the total revised contract amount).
. As of September 30, 2010, 851 calendar days were used (100% of the revised contract
calendar days).
Staff and Carollo Engineers, the District's construction management consultant, reviewed the
progress payment request and recommend payment. A copy of Final Progress Payment Request
No. 29 is attached for your information.
PRIOR RELEVANT BOARD ACTION(S):
The Board has approved 28 progress payments to date, the most recent of which was approved on
September 23, 2010.
ATTACHMENTS:
Alamo: D9sczipio : uype:
Schuler Engineering PPR 29 Highland Reservoir.pdf Schuler Final Progress Payment 29, Highland Reservoir Backup Material
Approved by the Board of Directors of the
Yorba Linda Water District
11/24/2010
RC/PH 5-0
YOREA LINDA WATER DISTRICT FINAL PROGRESS PAY REPORT
PROJECT Highland Reservoir PROGRESS PAY REQUEST NO. 29
LOCATION Yorba Linda PROJECT NO. .I- PAGE 1 O 1 PAGES
200309
CONTRACTOR Schuler Engineering DATE Sept. 30, 2010
ORIGINAL CONTRACT AMOUNT: $ 9,049,346.00
AUTHORIZED CHANCE ORDERS: $ 393,032.87 REVISED CONTRACT AMOUNT- $ 9,442,378.87
PROGRESS PAY ESTIMATE FOR PERIOD September 1, 2010 TO September 30, 2010
PREVIOUS THIS MONTH TO DATE
VALUE OF WORK COMPLETED $ 8,631,194.68 $ 368,151.32 $ 8,999,346.00
CHANGE ORDER WORK COMPLETED $ 331,092.80 $ 61,946.07 $ 393,932.87
TOTAL VALUE OF WORK COMPLETED $ 8,962,287.48 $ 430,091.39 $ 9,392,378.87
LESS RETENTION 5 % $ 469,618,941
LESS OTHER DEDUCTIONS
AMOUNT DUE THIS ESTIMATE $ 8,922,759931
LESS AMOUNT PREVIOUSLY PAIL? $ 8,514,173.11
BALANCE DUE THIS ESTIMATE $ 408,586.82
NOTICE TO PROCEED Ju"e 2,2008
COMPLETION TIME 730 CALENDAR DAYS
APPROVED TIME EXTENSIONS 121 CALENDAR DAYS
TOTAL CONTRACT TIME 851 CALENDAR DAYS
TIME EXPENDED TO DATE 851 CALENDAR DAYS
TIME REMAINING 0 CALENDAR DAYS
REQUESTED BY: ( ; - Z(/// DATE:
SCHULE!! ENGINEERING-CONTRACTOR -
Chas Wick
f/ f - -
APPROVED BY: DATE:
CAROLLO-OWNER'S- REPRESENTATIVE
Brian Wilson
APPROVED BY: DATE:
YLWD- OWNER
Steve Conklin
ITEM NO. 7.1
AGENDA REPORT
Meeting Date: November 24, 2010 Budgeted: N/A
To: Board of Directors
Funding Source: N/A
From: Pat Grady, Assistant General
Manager
Presented By: Pat Grady, Assistant General Dept: Administration
Manager
Reviewed by Legal: Yes
Prepared By: Pat Grady, Assistant General CEQA Compliance: N/A
Manager
Subject: Verizon Cell Site Lease Agreement
SUMMARY:
Attached for the Board's review and consideration is a land lease agreement with Verizon Wireless
for the construction of a cell site to be located at the District's Quarter Horse Reservoir.
STAFF RECOMMENDATION:
That the Board of Directors authorize the General Manager to execute the Verizon Cell Site Lease
Agreement.
COMMITTEE RECOMMENDATION:
The Executive-Administrative-Organizational Committee met on November 18, 2010 and supports
staff's recommendation.
DISCUSSION:
The proposed Verizon cell site agreement provides the terms and conditions for the construction of
a wireless cell site at the District's Quarter Horse Reservoir. The initial term of the agreement is for
five (5) years and provides for an additional twenty (20) year extension, unless Verizon decides not
to extend the term.
The District will receive revenue in the amount of $29,460 per year, with an automatic annual 3%
increase. Additionally, Verizon has agreed to provide the District with $5,000 upfront to help offset
the legal costs to prepare and review the agreement.
The cell site consists of installing panel antennas along a retaining wall and constructing a small
block building to contain the communications equipment. The project will not consist of a
communications tower. In total, the District would be leasing 958 square feet to Verizon.
At the beginning of this process, the District's engineering staff reviewed the Verizon plans and
provided comments to ensure the District's requirements were met. In addition, Verizon previously
obtained the necessary permits from the City of Yorba Linda. Should the Board approve the
agreement, Verizon would be able to move forward immediately with their construction.
The proposed agreement was negotiated by staff with the assistance of special legal counsel. The
legal counsel retained for this purpose specializes in these of types of negotiations and represents
parties and public agencies that are in negotiations with cell site companies and carriers. It is
estimated the District will expend approximately $5,000 for legal services for this task.
ATTACHMENTS:
Name: Description: Type:
Annise_Lease _Agreement _fv 11-5-10.pdf Lease Agreement Backup Material
Annise MOL of 11-5-10.pdf Memorandum of Lease Agreement Backup Material
Approved by the Board of Directors of the
Yorba Linda Water District
11/24/2010
MB/PH 5-0
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
LAND LEASE AGREEMENT
This Land Lease Agreement is made this day of , 2010
between Yorba Linda Water District, a California corporation with a mailing address of P.O. Box
309, Yorba Linda, California 92886, hereinafter designated LESSOR and Los Angeles SMSA
Limited Partnership, d/b/a. Verizon Wireless, with its principal office located at One Verizon
Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (telephone number 866-862-
4404), hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively
referred to hereinafter as the "Parties" or individually as the "Party".
1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of
property (the entirety of LESSOR's property is referred to hereinafter as the Property), legally
described on Exhibit "A" attached hereto and made a part hereof, and conunonly Imown as Quarter
Horse Reservoir, City of Yorba Linda, County of Orange, State of California, consisting of three
(3) parcels of ground space as follows: (1) a parcel containing approximately eight hundred thirty-
five (835) square feet (the "Land Space") and (ii) a parcel containing approximately sixty-five (65)
square feet and a parcel containing approximately fifty-eight (58) square feet (together, the
"Antenna Space"), together with the non-exclusive right (the "Rights of Way") for ingress and
egress, seven (7) days a week twenty-four (24) hours a day, on foot or motor vehicle, including
trucks over or along a four foot (4') wide right-of-way extending from the nearest public
right-of-way, Quarter Horse Drive, to the Land Space and Antenna Space, and for the installation
and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along one or
more rights of way from and between the Land Space and Antenna Space, said Land Space,
Antenna Space and Rights of Way (hereinafter collectively referred to as the "Premises") being
substantially as described herein in Exhibit "B" attached hereto and made a part hereof.
In the event any public utility is unable to use the Rights of Way, LESSOR hereby agrees to
grant an additional right-of-way either to LESSEE or to the public utility at no cost to LESSEE.
The location of any such easements and any agreement required by the appropriate utility or
other party for such easements shall be subject to LESSOR's prior written approval, which shall
not be unreasonably withheld, conditioned or delayed. Any Rights of Way or additional right of
way or easement granted to LESSEE under this Agreement shall terminate upon the expiration
or earlier termination of this Agreement, and LESSEE hereby agrees to execute and record such
documentation, reasonably requested by LESSOR, evidencing such termination.
2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property
and the Premises, and said survey shall be subject to LESSOR's prior written reasonable approval.
Any such survey shall be attached hereto as Exhibit "C" and made a part hereof, and shall control
in the event of boundary and access discrepancies between it and Exhibit "B". Cost for such work
shall be borne by LESSEE.
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SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
3. TERM, RENTAL.
a. This Agreement shall be effective as of the date of execution by both
Parties ("Effective Date"), provided, however, the initial term shall be for five (5) years and shall
commence on the Commencement Date (as hereinafter defined) at which time rental payments
shall commence and be due at a total annual rental of Twenty-Nine Thousand, Four Hundred
Sixty and 00/100 Dollars (529,460.00) to be paid in equal monthly installments on the first day
of the month, in advance, to LESSOR or to such other person, firm or place as LESSOR may,
from time to time, designate in writing at least thirty (30) days in advance of any rental payment
date by notice given in accordance with Paragraph 23 below. The Agreement shall commence
based upon the earlier to occur of (i) the date LESSEE commences installation of the equipment
on the Premises or (ii) the first day of the thirteenth (13"') month following the Effective Date
(either, the "Commencement Date"). However, in the event the date LESSEE commences
installation of the equipment on the Premises falls between the ls' and 15`i' of the month, the
Agreement shall commence on the 1'' of that month and if the date installation commences falls
between the 16`x' and 31" of the month, then the Agreement shall commence on the ls` day of the
following month. LESSOR and LESSEE agree that they shall acknowledge in writing the
Commencement Date. LESSOR and LESSEE acknowledge and agree that initial rental
payment(s) shall not actually be sent by LESSEE until thirty (30) days after a written
acknowledgement confirming the Commencement Date. By way of illustration of the preceding
sentence, if the Commencement Date is January 1 and the written acknowledgement confirming
the Commencement Date is dated January 14, LESSEE shall send to the LESSOR the rental
payments for January 1 and February 1 by February 13.
In exchange for LESSOR's agreement to extend the Commencement Date, LESSEE shall
pay to LESSOR an up-front payment in the amount of Five Thousand and 00/100 Dollars
(55,000.00) as additional rent, within forty-five (45) days after full execution of this Agreement.
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.
In the event LESSEE fails to pay any rental within ten (10) days after such rental
becomes due and payable, then upon ten (10) days notice from LESSOR to LESSEE, the
LESSEE may be assessed a late fee of five percent (5%) of the unpaid rental, payable within
thirty (30) days after such late fee is assessed.
b. LESSOR hereby agrees to provide to LESSEE certain documentation (the
"Rental Documentation") evidencing LESSOR's interest in, and right to receive payments under,
this Agreement, including without limitation: (1) documentation, acceptable to LESSEE in
LESSEE's reasonable discretion, evidencing LESSOR's good and sufficient title to and/or
interest in the Property and right to receive rental payments and other benefits hereunder and (ii)
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SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
a complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form
acceptable to LESSEE, for any party to whom rental payments are to be made pursuant to this
Agreement. From time to time during the Term of this Agreement and within thirty (30) days of
a written request from LESSEE, LESSOR agrees to provide updated Rental Documentation in a
form reasonably acceptable to LESSEE. The Rental Documentation shall be provided to
LESSEE in accordance with the provisions of and at the address given in Paragraph 23.
Delivery of Rental Documentation to LESSEE shall be a prerequisite for the payment of any rent
by LESSEE and notwithstanding anything to the contrary herein, LESSEE shall have no
obligation to make any rental payments until Rental Documentation has been supplied to
LESSEE as provided herein.
Within a reasonable period of time after obtaining an interest in the Property or this
Agreement, any assignee(s), transferee(s) or other successor(s) in interest of LESSOR shall
provide to LESSEE Rental Documentation in the manner set forth in the preceding paragraph.
From time to time during the Term of this Agreement and within thirty (30) days of a written
request from LESSEE, any assignee(s) or transferee(s) of LESSOR agrees to provide updated
Rental Documentation in a form reasonably acceptable to LESSEE. Delivery of Rental
Documentation to LESSEE by any assignee(s), transferee(s) or other successor(s) in interest of
LESSOR shall be a prerequisite for the payment of any rent by LESSEE to such party and
notwithstanding anything to the contrary herein, LESSEE shall have no obligation to make any
rental payments to any assignee(s), transferee(s) or other successor(s) in interest of LESSOR
until Rental Documentation has been supplied to LESSEE as provided herein.
4. EXTENSIONS. Provided LESSEE is not in default beyond any applicable notice or
cure period, this Agreement shall automatically be extended for four (4) additional five (5) year
terms unless LESSEE terminates it at the end of the then current tenn by giving LESSOR written
notice of the intent to terminate at least six (6) months prior to the end of the then current tern.
The initial tern and all extension terms shall be collectively referred to herein as "Term".
5. ANNUAL RENTAL INCREASE. Cornrnencing on the first (1st) annual anniversary
of the Commencement Date, and on each annual anniversary thereafter during the Tern, the annual
rent shall increase by an amount equal to three percent (3%) of the rent for the immediately
preceding year.
6. Intentionally deleted.
7. TAXES. LESSEE shall have the responsibility to pay any personal property, real
estate taxes, assessments, or charges owed on the Property which LESSOR demonstrates is the
result of LESSEE's use of or presence on the Premises and/or the installation, maintenance, and
operation of the LESSEE's improvements, and any sales tax unposed on the rent (except to the
extent that LESSEE is or may become exempt from the payment of sales tax in the jurisdiction
in which the Property is located), including any increase in real estate taxes at the Property
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SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
which LESSOR demonstrates arises from the LESSEE's improvements and/or LESSEE's use of
or presence on the Premises. LESSOR and LESSEE shall each be responsible for the payment
of any taxes, levies, assessments and other charges imposed including franchise and similar taxes
imposed upon the business conducted by LESSOR or LESSEE at the Property. Notwithstanding
the foregoing, LESSEE shall not have the obligation to pay any tax, assessment, or charge that
LESSEE is disputing in good faith in appropriate proceedings prior to a final determination that
such tax is properly assessed provided that no lien attaches to the Property and LESSOR is not
prejudiced in any manner. Nothing in this Paragraph shall be construed as making LESSEE
liable for any portion of LESSOR's income taxes in connection with any Property or otherwise.
Except as set forth in this Paragraph, LESSOR shall have the responsibility to pay any personal
property, real estate taxes, assessments, or charges owed on the Property and shall do so prior to
the imposition of any lien on the Property.
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; provided that no late charges or fines are assessed against the
Property and no liens attach to the Property and LESSOR is not prejudiced in any manner as a
result thereof. 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, LESSOR will pursue such dispute at LESSEE's sole
cost and expense upon written request of LESSEE.
8. USE; GOVERNMENTAL APPROVALS.
a. Subject to the requirements provided herein, LESSEE shall use the
Premises for the sole purpose of constructing, maintaining, repairing and operating a
communications facility which shall be concealed by faux rocks attached to a retaining wall as
more particularly described in Exhibit A and for uses incidental thereto but for no other purpose.
A security fence consisting of chain link construction or similar but comparable construction
shall be placed around the perimeter of the Premises by LESSEE (not including the Rights of
Way), subject to the prior approval of LESSOR, which shall not be unreasonably withheld,
conditioned or delayed. Before commencing any modifications or alterations to the Premises,
LESSEE shall submit plans and specifications (together, the "Plans") to the LESSOR for
LESSOR's written approval, which approval shall not be unreasonably withheld, conditioned or
delayed (and in no event delayed beyond twenty (20) days after LESSEE's request for approval).
In the event LESSOR (1) fails to respond to LESSEE's proposed Plans within twenty (20) days
of LESSEE's request, or (ii) fails to provide a response within twenty (20) days of receipt of
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SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
revised Plans from LESSEE after continent from LESSOR, the Plans will be deemed approved.
Notwithstanding the foregoing, LESSEE shall have the right to alter or replace the
communications facility at any time during the Term with equipment that is of similar or smaller
size, shape, or number, upon prior written notice to LESSOR. For other alterations, including
(1) an increase in the number or size of antennas or dishes, (ii) an increase in the height of the
communications facility or (iii) the substitution of substantially larger equipment, LESSOR must
pre-approve in writing such alterations, which approval may be withheld in LESSOR's sole
discretion. Notwithstanding anything to the contrary contained herein and prior to commencing
construction of the communications facility, LESSEE shall perform radio frequency emission
testing to confine that LESSEE's use of the Premises shall be in compliance with any applicable
laws, rules or regulations. LESSEE shall provide to LESSOR a copy of the results of such
testing.
b. LESSEE's communications facility and all modifications, repairs and
maintenance thereto shall be constructed, placed and made in a first-class workmanlike manner,
in accordance with this Agreement and Exhibit "A". LESSEE shall cause all construction to
occur lien-free and in compliance with all applicable laws and ordinances. LESSEE will
maintain the Premises in a good condition, reasonable wear and tear excepted, and shall remove
any and all debris resulting from its construction and/or use of the Premises. Construction of
LESSEE's communications facility shall be coordinated with LESSOR and conducted so as not
to create an unsafe or dangerous condition or unduly interfere with the conduct of any other
activities at the Property. All work to be done by LESSEE shall be performed in accordance
with plans approved by LESSOR pursuant to Section 8(a) above. LESSOR shall not be liable
for any loss, damage or injury to any of LESSEE's property that is shipped or otherwise
delivered to the Property or stored in or on the Premises, except to the extent such loss, damage
or injury is caused by the negligence or willful misconduct of LESSOR, its employees, agents, or
contractors. LESSOR shall assume no responsibility for losses suffered by LESSEE, its agents,
employees or invitees which are occasioned by theft or the disappearance of equipment or other
personal property except to the extent such loss, damage or injury is caused by the negligence or
willful misconduct of LESSOR, its employees, agents, or contractors.
C. It is understood and agreed that LESSEE's ability to use the Premises is
contingent upon its obtaining after the execution date of this Agreement all of the certificates,
permits and other approvals (collectively the "Governmental Approvals") that may be required by
any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit
LESSEE use of the Premises as set forth above. At no cost or expense to LESSOR, LESSOR shall
cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would
adversely affect the status of the Property with respect to the proposed use thereof by LESSEE. In
the event that (1) any of such applications for such Governmental Approvals should be finally
rejected; (ii) any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is
otherwise withdrawn or terminated by governmental authority, provided LESSEE uses its best
efforts to obtain or maintain any such Governmental Approval; (iii) LESSEE determines that
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SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
such Governmental Approvals may not be obtained in a timely manner; (iv) prior to
commencing construction of its communications facility LESSEE determines that any soil
boring tests are unsatisfactory; (v) LESSEE determines that the Premises is no longer technically
compatible for its use, or (vi) LESSEE, in its sole discretion, determines that the use of the
Premises is obsolete or unnecessary, LESSEE shall have the right to terminate this Agreement.
Notwithstanding the foregoing, in the event LESSEE terminates this Agreement pursuant to
subsections (v) or (vi) above, LESSEE shall pay to LESSOR a termination fee in an amount
equal to three (3) months of the monthly rental then in effect. Notice of LESSEE's exercise of its
right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested,
and shall be effective upon the first (ls`) day of the month following receipt thereof by LESSOR, or
upon such later date as designated by LESSEE. All rentals paid to said termination date shall be
retained by LESSOR. Upon such termination, this Agreement shall be of no further force or effect
except to the extent of the representations, warranties and indemnities made by each Party to the
other hereunder. Otherwise, LESSEE shall have no further obligations for the payment of rent to
LESSOR.
d. LESSOR agrees to use commercially reasonable efforts to maintain the
Property (excluding the Premises) including any landscaping and irrigation systems. LESSOR
shall be responsible for the reasonable cost associated with any damage or loss to LESSEE's
communications facility caused by LESSOR's failure to maintain the Property.
9. INDEMNIFICATION. Subject to Paragraph 10 below, each Party shall indemnify
and hold the other harmless 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 employees, contractors or agents, or from either party's use of the Premises, except to
the extent such claims or damages may be due to or caused by the negligence or willful
misconduct of the other Party, or its employees, contractors or agents.
10. INSURANCE.
a. The Parties hereby waive and release any and all rights of action for
negligence against the other which may hereafter arise on account of damage to the Premises or
to the Property, resulting from any fire, or other casualty of the kind covered by standard
property insurance policies with extended coverage in the amounts required by this Agreement.
These waivers and releases shall apply between the Parties and they shall also apply to any
claims under or through either Party as a result of any asserted right of subrogation. All such
policies of insurance obtained by either Party concerning the Premises or the Property shall
waive the insurer's right of subrogation against the other Party.
b. LESSEE agrees that at its own cost and expense, it will maintain
commercial general liability insurance with limits not less than S5,000,000 combined single limit
coverage for bodily injury and property damage in any one occurrence. LESSEE agrees that it
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SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
will provide an insurance certificate naming LESSOR as an additional insured. The certificate
of insurance shall provide for thirty (30) day's prior written notice to LESSOR of cancellation of
any the policy (10 days notice shall apply to non-payment). Failure to provide LESSOR with
proof of insurance or a notice of cancellation required herein following ten (10) business days
written notice from LESSOR shall constitute a breach of this Agreement and this Agreement
shall be terminated in accordance with Paragraph 28 below.
C. LESSOR agrees that at its own cost and expense, it will maintain
commercial general liability insurance with limits not less than S1,000,000 for injury to or death
of one or more persons in any one occurrence and 5500,000 for damage or destruction to
property in any one occurrence.
d. LESSOR's additional insurance requirements are set forth in Exhibit "D"
attached hereto and incorporated herein. In the event of any conflict between the insurance
requirements in this Paragraph 10 and the additional insurance requirements of Exhibit "D", the
additional insurance requirements of Exhibit "D" shall control.
11. LIMITATION OF LIABILITY. Neither Party shall be liable to the other, or any of
their respective agents, representatives, 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.
12. Intentionally deleted.
13. INTERFERENCE
a. Subject to Section 13(b) below, LESSEE agrees to install equipment of
the type and frequency which will not cause harmful interference which is measurable in
accordance with then existing industry standards to any equipment of business operations of
LESSOR or other lessees of the Property which existed on the Property prior to the date this
Agreement is executed by the Parties. In addition to the foregoing, LESSEE shall not
unreasonably disturb, obstruct, interfere or otherwise impair the business operations of LESSOR
and LESSOR's tenants, lessees, and licensees on the Property. LESSEE hereby acknowledges
that LESSOR is a public agency that provides water resources to residents in the areas
surrounding the Property. In the event that LESSEE interferes in any manner with LESSOR's
water supplying equipment, and after LESSOR has notified LESSEE in writing of such
interference, LESSEE shall take all steps necessary to correct and eliminate the interference
within twenty-four (24) hours after receipt of notice of such interference from LESSOR,
including but not limited to, at LESSEE's option, powering down such equipment and later
powering up such equipment for intermittent testing. In the event of any interference with
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SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
LESSOR or LESSOR's tenants or licensees at the Property other than in connection with
LESSOR's water supplying equipment, LESSEE will take all commercially reasonable steps
necessary to correct and eliminate the interference within seventy-two (72) hours after receipt of
notice of such interference from LESSOR, including but not limited to, at LESSEE's option,
powering down such equipment and later powering up such equipment for intermittent testing.
LESSOR agrees that LESSOR and/or any other tenants of the Property who currently have or in
the fixture take possession of the Property will be permitted to install only such equipment that is
of the type and frequency which will not cause harmft>1 interference which is measurable in
accordance with then existing industry standards to the then existing equipment of LESSEE. In
the event LESSEE determines that such harmful interference exists as a result of LESSOR
and/or any other tenants of the Property, LESSOR reserves the right to contest the validity of
such a determination. In such an event, the parties hereby agree to hire a mutually agreed upon
independent third party to evaluate whether or not such harmful interference exists. The cost of
such third party shall be shared equally between LESSOR and LESSEE. To the extent
LEESEE's operations are not within the parameters of its FCC license, this protection from co-
located interference will not be applicable, but it shall be applicable with respect to those
operations, or portions thereof, falling within the FCC license parameters. Notwithstanding the
foregoing, LESSEE's right to be free from interference and LESSOR's duties concerning the
prevention and/or correction of interference shall be subject to subparagraph (b) below. The
Parties acknowledge that there will not be an adequate remedy at law for noncompliance with
the provisions of this Paragraph and therefore, either Party shall have the right to equitable
remedies, such as, without limitation, injunctive relief and specific performance.
Notwithstanding anything to the contrary contained herein, LESSOR specifically reserves the
right to lease other portions of the Property to other parties during the term of this Agreement
and any month-to-month tenancy thereafter. In connection therewith, LESSEE agrees that
LESSOR may, at it sole cost and expense, modify or expand the faux rocks installed by LESSEE
at the Premises to accommodate such other parties, provided LESSOR complies with its
interference obligations as set forth in this Paragraph 13. Such modification or expansion of the
faux rocks shall be subject to LESSEE's approval which shall not be unreasonably withheld,
conditioned or delayed (and in no event delayed beyond twenty (20) days after LESSOR's
request for approval). In the event LESSEE (1) fails to respond to LESSOR's proposed
modification or expansion within twenty (20) days of LESSOR's request; or (ii) fails to provide
a response within ten (10) days of a revised modification or expansion by LESSOR after
comment from LESSEE, the modification or expansion will be deemed approved.
b. In the event that LESSEE commences using the Premises in a manner as to which
LESSEE is not presently licensed by the FCC but with respect to which LESSEE hereafter
obtains necessary FCC licensure, LESSEE's right to conduct such particular use shall be
subordinate to the use of the Property by LESSOR, and other lessees thereof existing on or
before the date on which LESSEE commences such use. LESSOR shall be under no obligation
to exercise the duties concerning interference described above in subparagraph (a) with respect
to a future use of the Premises by Lessee as described in this subparagraph (b).
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14. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Tern, or
within sixty (60) days after any earlier termination of the Agreement, remove its building(s),
antenna structure(s), equipment, conduits, fixtures and all personal property (including footings
up to 3 feet below grade) (collectively, the "Equipment") and restore the Premises to its original
condition, reasonable wear and tear and casualty damage excepted. LESSOR agrees and
acknowledges that the 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 (as defined in
Paragraph 33 below). If such time for removal causes LESSEE to remain on the Premises after
termination of this Agreement, LESSEE shall continue to perform its obligations under the
Agreement, including without limitation, paying rent at the then existing monthly rate or on the
existing monthly pro-rata basis if based upon a longer payment tern, until such time as the
removal of the Equipment is completed. Any Equipment not removed by LESSEE pursuant to
this Paragraph 13 shall be deemed abandoned and may be removed and disposed of by LESSOR
in such a manner as LESSOR shall determine and at LESSEE's reasonable expense, without any
obligation on the part of LESSOR to account to LESSEE for any proceeds therefrom. LESSEE
has no right to retain possession of the Premises or any part thereof beyond the expiration of the
removal period set forth herein. In addition to the foregoing, LESSEE shall reimburse LESSOR
for reasonable expenses incurred in restoring the Premises should LESSEE fail to restore the
Premises as provided in this Paragraph 14.
15. HOLDOVER. LESSEE has no right to retain possession of the Premises or any part
thereof beyond the expiration of that removal period set forth in Paragraph 14 herein. In the
event that LESSEE holds over in violation of Paragraph 14 and this Paragraph 15, then the rent
then in effect payable from and after the time of the expiration or earlier removal period set forth
in Paragraph 14 shall be increased to one hundred and twenty percent (120%) of the rent
applicable during the month immediately preceding such expiration or earlier termination.
16. RIGHT OF FIRST REFUSAL. If LESSOR elects, during the Term to grant to a
third party by easement or other legal instrument an interest in and to that portion of the 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
Agreement to such third party, LESSEE shall have the right of first refusal to meet any bona fide
offer of transfer on the same terns and conditions of such offer. If LESSEE fails to meet such
bona fide offer within thirty (30) days after written notice thereof from LESSOR, LESSOR may
grant the easement or interest in the Property or portion thereof to such third person in
accordance with the terms and conditions of such third party offer.
17. RIGHTS UPON SALE. Should LESSOR, at any time during the Term decide (1) to
sell or transfer all or any part of the Property to a purchaser other than LESSEE, or (ii) to grant
to a third party by easement or other legal instrument an interest in and to that portion of the
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Property occupied by LESSEE, or a larger portion thereof, for the purpose of operating and
maintaining communications facilities or the management thereof, such sale or grant of an
easement or interest therein shall be under and subject to this Agreement and any such purchaser
or transferee shall recognize LESSEE's rights hereunder under the terms of this Agreement.
18. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and
performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises,
subject to the requirements set forth herein.
19. TITLE. LESSOR represents and warrants to LESSEE as of the execution date of
this Agreement, and covenants during the Term that LESSOR is seized of good and sufficient
title and interest to the Property and has full authority to enter into and execute this Agreement.
LESSOR further covenants during the Term that to the best of its knowledge there are no liens,
judgments or impediments of title on the Property, or affecting LESSOR's title to the same and
that there are no covenants, easements or restrictions which prevent or adversely affect the use or
occupancy of the Premises by LESSEE as set forth above.
20. INTEGRATION. It is agreed and understood that this Agreement contains all
agreements, promises and understandings between LESSOR and LESSEE and that no verbal or
oral agreements, promises or understandings shall be binding upon either LESSOR or LESSEE
in any dispute, controversy or proceeding at law, and any addition, variation or modification to
this Agreement shall be void and ineffective unless made in writing signed by the Parties or in a
written acknowledgment in the case provided in Paragraph 3. In the event any provision of the
Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and
enforceability of the remaining provisions of this Agreement. The failure of either Party to insist
upon strict performance of any of the terms or conditions of this Agreement or to exercise any of
its rights under the Agreement shall not waive such rights and such Party shall have the right to
enforce such rights at any time and take such action as may be lawful and authorized under this
Agreement, in law or in equity.
21. GOVERNING LAW. This Agreement and the performance thereof shall be
governed, interpreted, construed and regulated by the Laws of the State of California without
regard to the conflict of laws principles thereof. The parties hereby consent to venue and
jurisdiction in the courts of Orange County in the event litigation is commenced to enforce this
Agreement, and the losing party shall reimburse the prevailing party's costs, expenses and
reasonable attorney's fees.
22. ASSIGNMENT. This Agreement may be sold, assigned or transferred by LESSEE
without any approval or consent of LESSOR to LESSEE's principal, affiliates, subsidiaries of its
principal or to any entity which acquires all or substantially all of LESSEE's assets in the market
defined by the Federal Communications Commission in which the Property is located by reason
of a merger, acquisition or other business reorganization, provided the assignee assumes all of
10
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
LESSEE's obligations herein accruing after the date of such assignment. As to other parties, this
Agreement may not be sold, assigned or transferred without the written consent of LESSOR, which
such consent will not be unreasonably withheld, delayed or conditioned. No change of stock
ownership, partnership interest or control of LESSEE or transfer upon partnership or corporate
dissolution of LESSEE shall constitute an assignment hereunder. LESSEE shall not sublet the
Premises without the prior written consent of LESSOR, which consent may be withheld in
LESSOR's sole discretion. LESSOR shall have the right to assign or otherwise transfer this
Agreement without LESSEE's consent, which assignment may be evidenced by written notice to
LESSEE within a reasonable period of time thereafter. LESSOR shall be relieved of all
liabilities and obligations accruing after the date of the assignment and LESSEE shall thereafter
look solely to the assignee for performance under this Agreement and all obligations hereunder.
23. NOTICES. All notices hereunder must be in writing and shall be deemed validly
given if sent by certified mail, return receipt requested or by commercial courier, provided the
courier's regular business is delivery service and provided further that it guarantees delivery to
the addressee by the end of the next business day following the courier's receipt from the sender,
addressed as follows (or any other address that the Party to be notified may have designated to
the sender by like notice):
LESSOR: Yorba Linda Water District
P.O. Box 309
Yorba Linda, California 92885
Attention: General Manager
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.
24. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal
representative, successors and assigns of the Parties hereto.
25. Intentionally deleted.
26. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement
which LESSEE may record with the appropriate recording officer at LESSEE's sole cost and
expense. The date set forth in the Memorandum of Lease is for recording purposes only and
bears no reference to commencement of either the Term or rent payments.
II
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
27. DEFAULT.
a. In the event there is a breach by LESSEE with respect to any of the
provisions of this Agreement or its obligations under it, including the payment of rent, LESSOR
shall give LESSEE written notice of such breach. After receipt of such written notice, LESSEE
shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which
to cure any non-monetary breach, provided LESSEE shall have such extended period as may be
required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires
more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period
and thereafter continuously and diligently pursues the cure to completion. LESSOR may not
maintain any action or effect any remedies for default against LESSEE unless and until LESSEE
has failed to cure the breach within the time periods provided in this Paragraph.
b. In the event there is a breach by LESSOR with respect to any of the
provisions of this Agreement or its obligations under it, LESSEE shall give LESSOR written
notice of such breach. After receipt of such written notice, LESSOR shall have thirty (30) days
in which to cure any such breach, provided LESSOR shall have such extended period as may be
required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires
more than thirty (30) days and LESSOR commences the cure within the thirty (30) day period
and thereafter continuously and diligently pursues the cure to completion. LESSEE may not
maintain any action or effect any remedies for default against LESSOR unless and until
LESSOR has failed to cure the breach within the time periods provided in this Paragraph.
Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if
LESSOR fails, within ten (10) days after receipt of written notice of such breach, to perform an
obligation required to be performed by LESSOR if the failure to perform such an obligation
materially interferes with LESSEE's ability to conduct its business on the Property; provided,
however, that if the nature of LESSOR's obligation is such that more than ten (10) days after
such notice is reasonably required for its performance, then it shall not be a default under this
Agreement if performance is commenced within such ten (10) day period and thereafter
diligently pursued to completion.
28. REMEDIES. 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 on the defaulting
Party's behalf, including but not limited to the obtaining of reasonably required insurance
policies. The reasonable costs and expenses of any such performance by the non-defaulting
Party shall be due and payable by the defaulting Party within thirty (30) days after receipt of
invoice therefor. In the event of a default by either Party with respect to a material provision of
this Agreement beyond the applicable notice and cure period, without limiting the non-defaulting
Party in the exercise of any right or remedy which the non-defaulting Party may have by reason
of such default, the non-defaulting Party may terminate the Agreement and/or pursue any
remedy now or hereafter available to the non-defaulting Party under the Laws or judicial
12
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
decisions of the state in which the Premises are located. Notwithstanding the foregoing, if
LESSOR does not pay LESSEE the full undisputed amount of the reasonable costs and expenses
of LESSEE performing a duty or obligation of LESSOR which LESSOR has failed to perform
beyond the applicable notice and cure period, within thirty (30) days of its receipt of an invoice
setting forth the amount due from LESSOR, LESSEE may offset the frill undisputed amount due
against all fees due and owing to LESSOR.
29. ENVIRONMENTAL.
a. LESSOR will be responsible for all obligations of compliance with any
and all environmental and industrial hygiene laws, including any regulations, guidelines,
standards, or policies of any governmental authorities regulating or imposing standards of
liability or standards of conduct with regard to any environmental or industrial hygiene
conditions or concerns as may now or at any time hereafter be in effect, that are or were in any
way related to activity now conducted in, on, or in any way related to the Property, unless such
conditions or concerns are caused by the specific activities of LESSEE in the Premises.
b. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and
assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties,
responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or
damages) and for responding to any action, notice, claim, order, summons, citation, directive,
litigation, investigation or proceeding which is in any way related to: a) LESSOR's failure to
comply with any environmental or industrial hygiene law, including without limitation any
regulations, guidelines, standards, or policies of any governmental authorities regulating or
imposing standards of liability or standards of conduct with regard to any environmental or
industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless
such non-compliance results from conditions caused by LESSEE; and b) any environmental or
industrial hygiene conditions arising out of or in any way related to the condition of the Property
or activities conducted thereon, unless such environmental conditions are caused by LESSEE.
C. LESSEE will be responsible for all obligations of compliance with any
and all environmental and industrial hygiene laws, including any regulations, guidelines,
standards, or policies of any governmental authorities regulating or imposing standards of
liability or standards of conduct with regard to any environmental or industrial hygiene
conditions or concerns as may now or at any time hereafter be in effect, that are or were in any
way related to any LESSEE activity conducted in, on, or in any way related to the Premises,
unless such conditions or concerns are caused by the specific activities of LESSOR at the
Property.
d. LESSEE shall hold LESSOR harmless and indemnify LESSOR from and
assume all duties, responsibility and liability at LESSEE's sole cost and expense, for all duties,
responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or
13
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
damages) and for responding to any action, notice, claim, order, summons, citation, directive,
litigation, investigation or proceeding which is in any way related to: a) LESSEE's failure to
comply with any environmental or industrial hygiene law as relates to LESSEE's use of the
Premises, including without limitation any regulations, guidelines, standards, or policies of any
governmental authorities regulating or imposing standards of liability or standards of conduct
with regard to any environmental or industrial hygiene concerns or conditions as may now or at
any time hereafter be in effect, unless such non-compliance results from conditions caused by
LESSOR; and b) any environmental or industrial hygiene conditions arising out of or in any way
related to the condition of the Premises caused by LESSEE's activities conducted thereon, unless
such environmental conditions are caused by LESSOR. LESSEE shall immediately notify
LESSOR in writing upon becoming aware of any release of hazardous material by LESSEE at the
Property, any violation of any environmental law at the Property by LESSEE, or actions brought by
third parties against the LESSEE alleging environmental damage at the Property.
30. CASUALTY. In the event of damage by fire or other casualty to the Premises that
cannot reasonably be expected to be repaired within ninety (90) days following same or, if the
Property is damaged by fire or other casualty so that such damage may reasonably be expected to
disrupt LESSEE's operations at the Premises for more than ninety (90) days, then LESSEE may,
at any time following such fire or other casualty, provided LESSOR has not completed the
restoration required to permit LESSEE to resume its operation at the Premises, terminate this
Agreement upon fifteen (15) days prior written notice to LESSOR. Any such notice of
termination shall cause this Agreement to expire with the same force and effect as though the
date set forth in such notice were the date originally set as the expiration date of this Agreement
and LESSEE shall make all payments of rent through and including such termination date, with
respect to payments due LESSOR under this Agreement. Notwithstanding the foregoing, the
rent shall abate during the period of repair following such fire or other casualty in proportion to
the degree to which LESSEE's use of the Premises is impaired. In the event the Premises or
LESSEE's communications facility is destroyed as a result of LESSEE's acts and LESSEE elects
to terminate this Agreement under this particular circumstance, LESSEE shall pay to LESSOR
liquidated damages in the amount equal to four (4) months of the then-current rental amount. If,
however, LESSEE elects not to terminate the Agreement, then LESSEE shall continue to pay
rent during the time LESSEE repairs or replaces its communications facility.
31. CONDEMNATION. In the event of any condemnation of all or any portion of the
Property, this Agreement shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever occurs first. If as a result of a partial condemnation
of the Premises or Property, LESSEE, in LESSEE's sole discretion, is unable to use the Premises
for the purposes intended hereunder, or if such condemnation may reasonably be expected to
disrupt LESSEE's operations at the Premises for more than ninety (90) days, LESSEE may, at
LESSEE's option, to be exercised in writing within fifteen (15) days after LESSOR shall have
given LESSEE written notice of such taking (or in the absence of such notice, within fifteen (15)
days after the condemning authority shall have taken possession) terminate this Agreement as of
14
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
the date the condemning authority takes such possession. LESSEE may on its own behalf make
a claim in any condemnation proceeding involving the Premises for losses related to the
equipment, conduits, fixtures, its relocation costs and its damages and losses (but not for the loss
of its leasehold interest). Any such notice of termination shall cause this Agreement to expire
with the same force and effect as though the date set forth in such notice were the date originally
set as the expiration date of this Agreement and LESSEE shall make rental payments through
and including such termination date with respect to payments due to LESSOR under this
Agreement. If LESSEE does not terminate this Agreement in accordance with the foregoing,
this Agreement shall remain in full force and effect as to the portion of the Premises remaining,
except that the rent shall be reduced in the same proportion as the rentable area of the Premises
taken bears to the total area of the Premises. In the event that this Agreement is not terminated
by reason of such condemnation, LESSOR shall promptly repair any damage to the Premises
caused by such condemning authority.
32. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The
submission of this Agreement for examination does not constitute an offer to lease the Premises
and this Agreement becomes effective only upon the full execution of this Agreement by the
Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and
shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto
warrants to the other that the person or persons executing this Agreement on behalf of such Party
has the full right, power and authority to enter into and execute this Agreement on such Party's
behalf and that no consent from any other person or entity is necessary as a condition precedent
to the legal effect of this Agreement.
33. APPLICABLE LAWS. During the Term, LESSOR shall maintain the Property in
compliance with all applicable laws, rules, regulations, ordinances, directives, covenants,
easements, zoning and land use regulations, and restrictions of record, permits, building codes,
and the requirements of any applicable fire insurance underwriter or rating bureau, now in effect
or which may hereafter come into effect (including, without limitation, the Americans with
Disabilities Act and laws regulating hazardous substances) (collectively "Laws"). LESSEE
shall, in respect to the condition of the Premises and at LESSEE's sole cost and expense, comply
with (a) all Laws relating solely to LESSEE's specific and unique nature of use of the Premises
(other than general office use); and (b) all building codes requiring modifications to the Premises
due to the improvements being made by LESSEE in the Premises.
34. SURVIVAL. The provisions of the Agreement relating to indemnification from one
Party to the other Party shall survive any termination or expiration of this Agreement.
Additionally, any provisions of this Agreement which require performance subsequent to the
termination or expiration of this Agreement shall also survive such termination or expiration.
15
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
35. CAPTIONS. The captions contained in this Agreement are inserted for
convenience only and are not intended to be part of the Agreement. They shall not affect or be
utilized in the construction or interpretation of the Agreement.
36. BROKERS. If either party is represented by any broker or any other leasing agent,
such party is responsible for all commissions, fees or other payments to such agent, and agrees to
indemnify and hold the other party harmless from all claims by such broker or anyone claiming
through such broker.
37. CONDITION OF THE PREMISES. Subject to the terms and conditions of this
Agreement, LESSEE hereby accepts the Premises "AS IS" (in the condition existing as of the
Effective Date of the Agreement), subject to all applicable zoning, municipal, county and state
laws and ordinances governing the use of the Premises and any covenants or restrictions of
record and accepts this Agreement subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Except for any representations or warranties expressly contained in
this Agreement, LESSEE acknowledges that neither LESSOR nor LESSOR's agents have made
any representations or warranties as to the present or future suitability of the Premises for the
conduct of LESSEE's business.
38. MARKING AND LIGHTING REQUIREMENTS. LESSEE shall comply with the
Federal Aviation Administration ("FAA") and FCC requirements applicable to its use of the
Premises. LESSEE shall indemnify and hold LESSOR harmless from any fines or other
liabilities to the extent caused by LESSEE's failure to comply with such requirements. Should
LESSOR be cited by either the FCC or FAA because LESSEE's use of the Premises is not in
compliance with applicable FCC or FAA requirements, which citation is final and non-
appealable or which citation is affirmed and becomes final after the exhaustion of all available
appeals concluding that the LESSEE's use as set forth in this Agreement fails to comply with
applicable FCC or FAA requirements, and should LESSEE fail to cure the conditions of
noncompliance within the timeframe allowed by the citing agency, LESSOR may either
terminate this Agreement or proceed to cure the conditions of noncompliance at LESSEE's
reasonable expense.
39. REDEVELOPMENT. In the event LESSOR intends to redevelop, subdivide,
rezone, demolish, reconstruct or alter (collectively "Redevelop" or, as a noun, "Redevelopment")
the Property, then, to the extent necessary or convenient in connection with such
Redevelopment, LESSOR shall have the right, following the tenth (10`h) anniversary of the
Commencement Date and upon at least six (6) months prior written notice to LESSEE, to require
LESSEE relocate its communications facility to another location on the Property reasonably
acceptable to LESSEE and LESSOR, similar in area and appropriateness for LESSEE's
continued operations at the Property (the "Alternate Site") which will not interfere with the
Redevelopment of the Property and subject to the interests of other pre-existing tenants. Such
relocation shall be at a LESSOR's reasonable cost and expense, however such expense shall be
16
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
in the form of a rent abatement and shall not exceed One Hundred Thousand and No/100 Dollars
(5100,000.00). In order to continue LESSEE's operations from the Property, LESSEE shall have
the right (including the grant of all necessary easements and rights-of-way) to construct, install
and maintain temporary facilities in or about the Property, subject to the terns of the Agreement,
in such locations as will not interfere with any pre-existing tenants or any Redevelopment of the
Property. If, in LESSEE's sole, reasonable judgment, there is no Alternate Site suitable for its
communications facility or LESSEE's continued operations from the Property, LESSEE's sole
and exclusive right and remedy shall be to terminate this Agreement effective upon LESSOR's
receipt of written notice from LESSEE. Within thirty (30) days of receipt of notice of
LESSOR's intent to Redevelop the Property, LESSEE shall notify LESSOR of its election to
either (1) relocate its communications facility to another location on the Property or (ii) terminate
the Lease. LESSEE and LESSOR shall cooperate in good faith to schedule the relocation at a
mutually agreeable time and in a mutually agreeable manner.
[Signature page follows]
17
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their
respective seals the day and year first above written.
LESSOR:
Yorba Linda Water District
By:
Name:
Title:
Date:
LESSEE:
Los Angeles SMSA Limited Partnership d/b/a
Verizon Wireless
By: AirTouch Cellular its General Partner
By:
Name: Walter L. Jones, Jr.
Title: Area Vice President Network
Date:
18
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
Exhibit "A"
Legal Description of the Property
The land referred to herein is situated in the State of California, County of Orange, City of Yorba
Linda, and described as follows:
LOT 81 OF TRACT NO. 15566, IN THE CITY OF YORB A LINDA, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 847, PAGE(S) 28 THROUGH 35 INCLUSIVE OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM; ALL OIL, OIL RIGHTS, NATURAL GAS RIGHTS, MINERAL RIGHTS,
AND OTHER HYDROCARBON SUBSTANCES BY WHATEVER NAME KNOWN, TOGETHER WITH
APPURTENANT RIGHTS THERETO, WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE
SURFACE OF SAID LAND NOR ANY PORTION OF THE SUBSURFACE LYING ABOVE A DEPTH
OF 500 FEET, BY DEED RECORDED DECEMBER 9, 1988 AS INSTRUMENT NO. 88-640963 OF
OFFICIAL RECORDS.
(End of Legal Description)
19
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
Exhibit "B"
Description of the Premises
See attached.
20
PROPERTY LNE
i
o
, I
- - - - - - - - 4EJ GONGRETE WALK '
(E 5WALE z =
/ IS) VAULT WITHIN W.I.
FENCE ENCLOSURE d I ❑ d
A.F.N. 323-161-41 A FROF05ED LE55EE
ANTENNA LEASE AREA
~ - - ~ - - ~ - - i
(H- 65 5a. FT.) A.F.N. 323-161-44 ~
i n A.F.N. 323-161-45
I Q L
I ~ I ~ r / PROPOSED LE55EE
I~ PROPOSED LE55EE EQUIPMENT ANTENNA LEASE AREA
A.F.N. 323-161-42 LEASE AREA 53. FTJ
835 SO. FT
POWER
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A.P.N.323-161-43 T ,
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PROPOSED LE55EE a'-O" A.P.N. 326-08I-01
WIDE NON-EXCLUSIVE
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II I ACCESS PATH OF TRAVEL
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LEASE AREA
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A TELC.O JOIANT TRENCH TO
LEASE ARE
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- - - - - - - - - - - - -
PROPOSED LESSEE METER
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PROPOSED LE55EE
TRANSFORMER
GAP - ~G
99 N
-_________A .P.N. 323-161-46 MAC-N
LEASE EXHIBIT-ANNISE-YORBA LINDA WATER DISTRICT, QUARTER HORSE RESERVOIR, YORBA LINDA, CA 92886 SCALE ACCURATE AT 24"736" FULL SIZE DRAWING SCALE: 1- 40'-0" ®o. 1
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
Exhibit "C"
Survey
(To be attached at a later date if a Survey is obtained)
21
LEGEND: 4 / ¢,x Al g 2A' COORDINATES: l
CB CATCH BASIN SDNH STORM DRAIN MANHOLE BLOC( WALL / L=t 9.64' L=502J' N9D' O'00'E M 8
~B / R=135. p0' PROPDSEO FAUX ROCK "1 PROPOSED FAUX ROCK "2' VEi'I Lnwireiess
UL CONCRETE FLOW LINE TC TOP OF CURB L3
CPD CONCRETE PAD TG TOP OF GRATE CE CENTERLINE / R'166.0 D' ]6.33'1 1 °Hp, LDNGIT ITITUDE 33'54'19.4]" N 33'54'19.29• N
k LONGITUDE nJ•a'oo.3e` w nrn'ozn" w 15505 SAND CANIYON AVE.
D DIAMETER TOE TOE OF SLOPE b FIRE HYDRANT 43
D_ opvuL911 TOP TOP of SLOPE BUILDING 'D' 1st FLOOR
DIX ELECTRICAL BOX TR TREE O FOUND MONUMENT WRWGHT IRON FENC GATE 4' 9b HAD 1983 GEODETIC COORDINATES WERE ESTABLISHED USING IRVINE, CA 92618
EWLT EDISON VAULT iRN TRANSFORMER GRATE°n Q• P C~ ADS swAR SURVEY GRADE 'ASHTECH' G.P.S. RECEIVERS AND ASHTECH PHONE (949) 286-7000
EM ELECTRICAL METER TRPN PINE TREE RN WB.Po SURVEY GRADE PRECISION SOFTWARE FOR POST-PROCESSING.
CDC EDGE OF CONCRETE TVLT TELOO VAULT a STORM DRAIN MANHRE ap 2 sit
F 9RLm \ n
EP EDGE O PAVEMENT iW TOP OF MALL WI UTILITY BOX ~y0~ ~,x ~p ,q8 A +I ¢Zpq n BASIS OF BEARINGS: U L SANG
FD FOUND UBX UTILITY BOY • WATER CAN I4
FEN FENCE VLT
C8 GR DE E BREAK EAK WC VAULT WATER CAN N4915'46". THE CENTERLINE OF QUARTER HORSE DR. BEING NORTH IG _MR. FH FIRE RANT W WIDTH B WATER METER 24.01 A A . ] ` \ 6' J a x + 1 4 ,p 1cP 3]•30'DD" WEST PER TRACT MAP ND. 15586, N.N. B47/28-35, R C H I T E C T U R E
lJ
G1 GA E WHIP OMNI WHIP ANTENNA B WATER VALVE W( \ R~ RECORDS OF ORANGE COUNTY.
GIP GATE POST N1F WROUGHT IRON FENCE p nzPo J/ 3900 VN OPDRIO, SuYIE 2p9
o- WROUGHT IRON FENCE i p
H WIGHT W( WALKWAY .d L",,y~ J ~ ASSESSOR'S IDENTIFICATION: NEWPORT GA 92483
IN INCHES 0 WATER METER ')tiS YARD LIGHT t9 i Nom' ' 8 .W ,W, Ain PHONE: (649) 999) ]2]-0092
IP ON PIPE NN WATER VALVE yy-\ Pt , ORANGE COUNTY P.P.N. 328-141-44
H
LTF IS LEAD. TACK. AND TAG YL YARD LICJIT 2 w o b i
NA SEAL
G NATURAL TAG H;
uT IL AND TAG iIaTB u 3 sH AREA:
$YW SPIKE AND WASHER w W
SCALE: 1" = 40' ° i V P `DIRT. 2.6573 ACRES PER ORANGE COUNTY ASSESSOR
pA491 m 9bfi z /dV~+ 0 1S \ Y AL LA
NARK:
BENCH
o
.i i ho bns@eP Y 'dV~ p PJ U.S.G.S. BENCH MARK `BM 1201' No. 7111 `
UNITED STATES GEOLOGICAL SURVEY BENCH MARK `BM ,20,' • GIP')'31-10
/ i / 2~`O tb AS SHOWN ON THE YORBN LINW` 75 MINUTE QUADRANGLE
P
M `A RQ
ME IA ELEVATION: 1,203.5 FEET A.M.S.L. (NAVDBS)
I / xcPo i i - SEE SLEET L 2 FOR® .p BF AlL
LOT %E 13 AP.N. 323-161-41 / X10 `DIRT. DETAIL
I I emLUOI LOT S-~ ppp TITLE REPORT IDENTIFICATION:
A.P.N. 323-161-44 `DIRT. \B,a gj,4'
444o-o-o- / STEWART TITLE OF CALIFORNIA. INC., PRELIMINARY REPORT
I f41-- _ _
LOT H WM 6 GEODETIC lib A~ ORDER NO 151369 DATED AS OF OC OBER 27, 2008.
°
II OORDMATE GEODETIC
APU 323,-181-AC
I T.IMY_I 1O i O¢i LOCATION COORDINATE PREPARED BY
PR LOCATION
OPOSED FAUX
I I xs~-0 f RACK •2.) (PROPOSED FAUX- EASEMENT NOTES
I,u, I LOT 217 •n B6~ w, ROCK *1') . A;.
4 y~ , {C~P EASEMENT(S) SHOWN HEREON ARE PER STEWART TITLE OF CALIFORNIA, INC..
A D G c
o ss A
I AP.N. 323-16F42 Gi . / PRELIMINARY REPORT ORDER NO 151389, DATED AS OF OCTOBER 27, 200. T [ S
° I~ °pA +`g`• 16 ' LND SURVEYING & MAPPING
K
AN EASEMENT FOR WATER LINES, SEWER LINE PURPOSES, AS SHOWN ON 3I Ba ARWAY AVENUC su TE K,
y Mt w, - HE RECORDED MAP OF TRACT NO, 15566. COSTA MESA. CALIFORNIA 92424
`DIRT, P } AN EASEMENT FOR PUBLIC UTILITY PURPOSES, AS SHOWN ON THE 14 557 67 DF
1 xE 3L~- ]]19 55]1 1588 FAX
AXE
- - u51o~~ I _ \ - + ECORDED MAP OF TRACT N0. 15566.
N o,~ DIRT. M6g AN EASEMENT FOR EQUESTRIAN TRAIL PURPOSES, AS SHOWN ON THE
~ / III RECORDED MAP OF TRACT NO. 15566.
21 I~ 5 0 tIY / \ °y "D 3 CO CRETE, FLOW LINE
21' AEA FOR STORM DRAIN PURPOSES, AS SHOWN ON THE
ECORDED MAP OF TRACT N0. 15566.
]'o3 86630 W 2,
tiW ' B I \ ~~•4 6 AN EASEMENT GRANTED TO SOUTHERN CALIFORNIA COMPANY FOR
_ / TRANSMISSION LINE PURPOSES; RECORDED OCTOBER 24. AS
I LO r 48 ~ >+8 B 4q '.'~Po f ~ ~y nA.1b INSTRUMENT NO. 1638], IN BOOK 8913 PAGE 761, OFFICIAL 196] FFICIAL RECORDS. SUBMITTALS
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3O I 7 g O4 8 ffib f wl Bbp PUBLIC UTILITY PURPOSES: RECORDED MAY 21. 2003 AS INSTRUMENT NO. LOCATION
1 `DIRT' \ ~C - IA 200300059102], OFFICIAL RECORDS. (0085 NOT A£FBCT - BOSS NOT 5 11/30/09 uvL`IL JA
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°c / / !y 90 4 PUBLIC UTILITY PURPOSES; RECORDED OCTOBER 30. 2003 AS INSTRUMENT
~ R=s6.oo TRACT NO, -1~bE6
A4 \ / / @ NO. 2003 GD133
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13 ANY AND ALL OFFERS OF DEDICATION. CONDITIONS, RESTRICTIONS.
A L1~a 6° 8 W ~RD,~T / ~~/D 'V \ °Six ISy EASEMENTS, FENCE LINE/BOUNDARY DISCREPANCIES, NOTES AND/OR
i?e wxw S % PROVISIONS SHOWN OR DISCLOSED BY THE FILED OR RECORDED MAP
20 \ wLw )UW S \ L I B RN GIPo ~Po REFERRED TO IN HE
T LEGAL DESCRIPTION HEREIN.
~ lmm \ n N ae e`449. s / ANNISE
* $ / "52pD' rI _ L=+02.03 "iu °AA° \ a ° O DENOTES NEM PLOTTED HEREON YORBA LINDA WATER DIST.
\ A+"a ~'tX / ' w~ P \ ` ` A r R=+48, ce ~8 o LEGAL DESCRIPTION:
\ 51.3s m® D \ QUARTER HORSE RESERVOIR
\ `6\ R=2]].00' O/ ~ _ _ 'Ci 1 E\ Q2• 5• O \ / LOT 81 OF TRACT NO. 15566, IN THE CITY OF YORBA LINDA. COUNTY OF
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Ao5 25.00' 6 A 4 Jg`^ F' PAGES 28 THROUGH 35. INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE
\ 10 / / 'DIRT, O i `y yFg / OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM; ALL OIL, OIL RIGHTS, NATURAL GAS RIGHTS, MINERAL SHEET TITLE
RGHTS. AND 2 oSJ~4. S V \ \ 1TWAK' / / _ L _ KNOWN, TOGETHEROTHERWITHHYDROCAR
APPURTENANT BRIGHTSE TH RETO. WITHOUT, HOWEVER,
J (Q y L _ - LOr J ANY RIGHT TO ENTER UPON THE SURFACE OF SAID LAND NOR ANY PORTION TOPOGRAPHIC SURVEY
9ry'~ J~ / / _ j5 Z OF THE SUBSURFACE LYING ABOVE A DEPTH OF 500 FEET, BY DEED
/ A.PN. 323-181-48
RECORDED DECEMBER 9, 1988 AS INSTRUMENT NO. BB-640963 OF OFFICIAL
/..R~ 000 \ ~~f,~ RECORDS.
VV \ oO LIVING PLANTS STATEMENT: DATE OF SURVEY: SHEET NUMBER
\ THE HEIGHTS AND ELEVATIONS FOR THE TREES, BUSHES AND OCTOBER 6, 2008
EITHER LIVING PLANTS SHOWN HEREON, SHOULD BE CONSIDERED LS-1
\ \ SURVEY, THU ARE ) PRAND OVIDED Y AS VALID A GEFOR NERAL E R DATE OF SEE SHEET LS-2 FOR SITE DETAILS
SHOULD NOT BE USED FOR DESIGN PURPOSES. I
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-aw QUARTER HORSE RESERVOIR
s~
DIRT, - YORBA LINDA, CA 92886
mnm L 'DIRT, x- mrE
SHEET TITLE
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SHEET NUMBER
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SEE SHEET LS-1 FOR BOUNDARY AND TITLE INFO. I-
F
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
Exhibit "D"
Additional Insurance Requirements
Workers' Compensation Insurance - By his/her signature hereunder, Lessee certifies that he/she is aware
of the provisions of Section 3700 of the California Labor Code which require every employer to be insured
against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions in connection with any work performed on the
premises.
Indemnification - Except to the extent caused by the negligence or willful misconduct of Yorba Linda Water
District, its directors, officers, employees or authorized volunteers, to the fullest extent permitted by law,
Lessee shall indemnify and hold harmless and defend Yorba Linda Water District, its directors, officers,
employees, or authorized volunteers, and each of them from and against:
a. Any and all claims, demands, causes of action, damages, costs, expenses, losses or liabilities, in law
or in equity, of every kind or nature whatsoever for, but not limited to, injury to or death of any person
including Yorba Linda Water District and/or Lessee, or any directors, officers, employees, or
authorized volunteers of Yorba Linda Water District or Lessee, and damages to or destruction of
property of any person, including but not limited to, Yorba Linda Water District and/or Lessee or their
directors, officers, employees, or authorized volunteers, arising out of or in any manner directly or
indirectly connected with this lease, however caused, regardless of any negligence of Yorba Linda
Water District or its directors, officers, employees, or authorized volunteers, except the negligence or
willful misconduct of Yorba Linda Water District or its directors, officers, employees, or authorized
volunteers;
b. Any and all actions, proceedings, damages, costs, expenses, penalties or liabilities, in law or equity, of
every kind or nature whatsoever, arising out of, resulting from, or on account of the violation of any
governmental law or regulation, compliance with which is the responsibility of Lessee.
C. Any and all losses, expenses, damages, attorneys' fees, and other costs, including all costs of
defense, which any of them may incur with respect to the failure, neglect, or refusal of Lessee to
faithfully perform all of its obligations under the agreement. Such costs, expenses, and damages
shall include all costs, including attorneys' fees, incurred by the indemnified parties in any lawsuit to
which they are a party.
Lessee shall defend, at Lessee's own cost, expense and risk, any and all such aforesaid suits, actions, or
other legal proceedings of every kind that may be brought or instituted against Yorba Linda Water District or its
directors, officers, employees, or authorized volunteers.
22
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
Lessee shall pay and satisfy any judgment, award or decree that may be rendered against Yorba Linda Water
District or its directors, officers, employees, or authorized volunteers, in any and all such suits, actions, or other
legal proceedings.
Lessee shall reimburse Yorba Linda Water District or its directors, officers, employees, or authorized
volunteers, for reasonable legal expenses and costs incurred by each of them in connection with enforcing the
indemnity herein provided.
Lessee's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Yorba
Linda Water District, or its directors, officers, employees, or authorized volunteers.
Commercial General Liability and Automobile Liability Insurance - The Lessee shall provide and maintain
the following commercial general liability and automobile liability insurance:
Coverage - Coverage for commercial general liability and automobile liability insurance shall be at
least as broad as the following:
1. Insurance Services Office (ISO) Commercial General Liability Coverage (Occurrence
Form CG 0001) or substantial equivalent.
*2. Insurance Services Office (ISO) Business Auto Coverage (Form CA 0001), covering
Symbol 1 (any auto) or substantial equivalent.
Limits - The Lessee shall maintain limits no less than the following:
1. General Liability - Five million dollars ($5,000,000) per occurrence for bodily injury,
personal injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general aggregate limit
shall apply to premises leased (with the ISO CG 2503, or ISO CG 2504, or insurer's
substantial equivalent endorsement provided to the Yorba Linda Water District) or
the general aggregate limit shall be twice the required occurrence limit.
*2. Automobile Liability - One million dollars ($1,000,000) for bodily injury and property
damage each accident limit.
*Applicable if exposure exists.
Required Provisions - The general liability and automobile liability policies are to contain, or be
endorsed to contain, the following provisions to the effect:
1. The Yorba Linda Water District, its directors, officers, employees, and authorized
volunteers are to be given insured status (via ISO endorsement CG 2011, CG 2024
(if land only), or insurer's substantial equivalent for general liability coverage) as
23
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
respects: liability arising out of premises leased by the Lessee; and automobiles
owned, leased, hired or borrowed by the Lessee. The coverage shall contain no
special limitations on the scope of protection afforded to the Yorba Linda Water
District, its directors, officers, employees, or authorized volunteers.
2. For any claims related to this lease, the Lessee's insurance shall be primary
insurance as relates to Lessee operations. Any insurance, self-insurance or other
coverage maintained by the Yorba Linda Water District, its directors, officers,
employees, or authorized volunteers shall not contribute to it in this respect..
3. Any errors or omissions by Lessee shall not affect coverage provided to the Yorba
Linda Water District, its directors, officers, employees, or authorized volunteers.
4. The Lessee's insurance shall apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
5. Each insurance policy required by this agreement shall state or be endorsed to state
that coverage shall not be canceled by the insurance carrier or the Lessee, except
after thirty (30) days (10 days for non-payment of premium) prior written notice by
U.S. mail has been given to the Yorba Linda Water District.
Such liability insurance shall indemnify the Lessee and his/her contractors against loss from liability imposed
by law upon, or assumed under contract by, the Lessee or his/her contractors for damages on account of such
bodily injury (including death), property damage, and personal injury subject to standard policy provisions and
exclusions..
The general liability policy shall cover bodily injury and property damage liability, owned and non-owned
equipment, and blanket contractual liability.
The automobile liability policy shall cover all owned, non-owned, and hired automobiles.
All of the insurance shall be provided through companies rated at least A Minus VII by AM Best.
24
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
Deductibles and Self-Insured Retentions.
Acceptability of Insurers - Insurance is to be placed with insurers having a current A.M. Best rating of no
less than A-:VII or equivalent or as otherwise approved by the Yorba Linda Water District.
Workers' Compensation and Employer's Liability Insurance - The Lessee shall cover or insure under the
applicable laws relating to workers' compensation insurance, all of their employees working on or about the
property, in accordance with the "Workers' Compensation and Insurance Act", Division IV of the Labor Code of
the State of California and any Acts amendatory thereof. The Lessee shall provide employer's liability
insurance with limits no less than $1,000,000 each accident, $1,000,000 disease policy limit, and $1,000,000
disease each employee.
Property Insurance** - The Lessee shall provide and maintain property insurance covering risks of direct
physical loss', damage or destruction to Lessee's:
- Real Property at full replacement cost
- Improvements and Betterments
The Lessee shall provide and maintain property insurance covering all risks of direct physical loss', damage or
destruction to Lessee's :
- Personal Property
The Lessee shall waive all rights of subrogation against the Yorba Linda Water District, its directors, officers,
employees, and authorized volunteers.
Evidences of Insurance - Prior to execution of the agreement, the Lessee shall file with the Yorba Linda
Water District a certificate of insurance (Acord Form 25-S or equivalent) signed by the insurer's representative
evidencing the coverage required by this agreement. Such evidence shall include a blanket additional insured
endorsement signed by the insurer's representative and evidence of waiver of rights of subrogation against the
Yorba Linda Water District (if Property Insurance is applicable). Such evidence shall also include confirmation
that coverage includes or has been modified to include Required Provisions 1-5.
Continuation of Coverage - If any of the required coverages expire during the term of this agreement, the
Lessee shall deliver the renewal certificate(s) including the general liability blanket additional insured
endorsement and evidence of waiver of rights of subrogation against the Yorba Linda Water District (if
property insurance is applicable) to the Yorba Linda Water District at least ten (10) business days after the
expiration date, without lapse in coverage.
Footnote 1 - Addition of earthquake and flood should be considered if loss potential from these perils is
significant.
25
SITE NAME: Annise
SITE NUMBER: 152561
ATTY/DATE: CJZ/09.10
**This provision is not applicable if this is a land lease only. Real property provisions apply only if the Lessee
is required to provide insurance coverage on the building(s). Improvements and betterments provisions apply
only if the Lessee is required to provide insurance coverage on improvements and betterments.
\173945743
26
Annise
CJZ/10.10
Upon Recording, RetUrn to:
McGuire Woods LLP
1800 Century Park East, 8"' Floor
Los Angeles, CA 90067
Attn: Reena Yuba
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
MEMORANDUM OF LAND LEASE AGREEMENT
This Memorandum of Land Lease Agreement is made this 24th day of November,
2010, between Yorba Linda Water District, a California corporation with a mailing address of P.O.
Box 309, Yorba Linda, California 92886, hereinafter referred to as "LESSOR", and Los Angeles
SMSA Limited Partnership d/b/a Verizon Wireless, with its principal office located at One Verizon
Way, Mail Stop 4AW 100, Basking Ridge, New Jersey 07920, hereinafter referred to as
"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
November 24, 2010 for an initial term of five (5) years, commencing on the Commencement
Date. The Agreement shall automatically be extended for four (4) additional five (5) year
terms unless the LESSEE terminates it at the end of the then current term by giving the
LESSOR written notice of the intent to terminate at least six (6) months prior to the end
of the then current term.
2. LESSOR hereby leases to LESSEE a portion of that certain parcel of property (the entirety
of LESSOR's property is referred to hereinafter as the "Property"), commonly known as
Quarter Horse Reservoir, City of Yorba Linda, County of Orange, State of California, and
being described as a (1) a parcel containing approximately eight hundred thirty-five (835)
square feet (the "Land Space") and (ii) a parcel containing approximately sixty-five (65)
square feet and a parcel containing approximately fifty-eight (58) square feet (together, the
"Antenna Space, together with the non-exclusive right for ingress and egress, seven (7)
days a week twenty-four (24) hours a day, on foot or motor vehicle, including trucks, and
for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over,
under, or along a four foot (4') wide right-of-way extending from the nearest public
right-of-way, Quarter Horse Drive, to the demised premises. The demised premises and
right-of-way are hereinafter collectively referred to as the "Premises". The Property is
legally described in Exhibit "A" attached hereto and made a part hereof. In the event any
public utility is unable to use the aforementioned right-of-way, LESSOR has agreed to
1
Annise
CJZ/10.10
grant an additional right-of-way either to the LESSEE or to the public utility at no cost to
the LESSEE.
3. The Commencement Date of the Agreement, of which this is a Memorandum, is as
described in the Agreement.
4. 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 of LESSOR and
LESSEE. In the event of a conflict between this Memorandum and the Agreement, the
terms and provisions in the Agreement shall supersede and control.
[SIGNATURE PAGES FOLLOW]
2
Annise
CJZ/10.10
IN WITNESS WHEREOF, hereunto and to a duplicate hereof, LESSOR and LESSEE
have caused this Memorandum to be duly executed on the date first written hereinabove.
LESSOR:
Yorba Linda Water District
By:
Name:
Title:
LESSEE:
Los Angeles SMSA Limited Partnership d/b/a
Verizon Wireless
By: AirTouch Cellular, its General Partner
By:
Name: Walter L. Jones, Jr.
Title: Area Vice President Network
3
Annise
CJZ/10.10
STATE OF CALIFORNIA )
COUNTY OF )
On before me,
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 tinder PENALTY OF PERJURY tinder the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
(Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California )
County of Orange )
On before me, Notary Public,
personally appeared Walter L. Jones, Jr., who proved to me on the basis of satisfactory evidence
to be the person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person 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 of Notary Public
Place Notary Seal Above
4
Annise
CJZ/10.10
EXHIBIT A
Legal Description of the Property
The land referred to herein is situated in the State of California, County of Orange, City of Yorba
Linda, and described as follows:
LOT 81 OF TRACT NO. 15556, IN THE CITY OF YORBA LINDA, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 847, PAGE(S) 28 THROUGH 35 INCLUSIVE OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM; ALL OIL, OIL RIGHTS, NATURAL GAS RIGHTS, MINERAL RIGHTS,
AND OTHER HYDROCARBON SUBSTANCES BY WHATEVER NAME KNOWN, TOGETHER WITH
APPURTENANT RIGHTS THERETO, WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE
SURFACE OF SAID LAND NOR ANY PORTION OF THE SUBSURFACE LYING ABOVE A DEPTH
OF 500 FEET, BY DEED RECORDED DECEMBER 9, 1988 AS INSTRUMENT NO. 88-640963 OF
OFFICIAL RECORDS.
(End of Legal Description)
\27018700.1
5
ITEM NO. 9.1
AGENDA REPORT
Meeting Date: November 24, 2010
Subject: Executive Administrative-Organizational Committee
(Mills/Beverage) Alternate: Collett
Minutes of meeting held November 18, 2010 at 4:00 p.m.
Meeting scheduled December 21, 2010 at 4:00 p.m.
ATTACHMENTS:
Name: Description: Type:
111810 EAO - Minutes.doc EAO Mtg Minutes 11/18/10 Minutes
MINUTES OF THE
YORBA LINDA WATER DISTRICT
EXEC-ADM IN-ORGANIZATIONAL COMMITTEE MEETING
November 18, 2010
A meeting of the Executive-Administrative-Organizational Committee was called to
order by Director Mills at 4:00 p.m. The meeting was held at the District's
Administrative Office at 1717 E Miraloma Ave, Placentia CA 92870.
COMMITTEE STAFF
Director William R. Mills, Chair Ken Vecchiarelli, General Manager
Director Michael J. Beverage Pat Grady, Assistant General Manager
1. PUBLIC COMMENTS
None.
2. ACTION CALENDAR
2.1. Verizon Cell Site Lease Agreement
Mr. Vecchiarelli and Mr. Grady reviewed the terms and conditions of the
proposed agreement with Verizon Wireless to install a cell site at the
District's Quarter Horse Reservoir. The agreement will generate $29,460
per year in revenue. The Committee was in favor of the agreement as
proposed and supported staff's recommendation to forward the agreement
to the full Board for consideration pending District legal counsel's review.
2.2. Water Conservation Ordinance - Revisions for Consideration
Mr. Vecchiarelli proposed three options for revising the District's water
conservation ordinance which included: 1. Downgrade YLWD's Stage
level from a Level 2 to a Level 1; 2. Permit District customers to water on
Sundays; and 3. Temporarily lift the two-day watering restriction in the fall
and winter months. Director Beverage suggested an alternative option that
would include temporarily lifting the two-day watering restriction and the
Sunday watering restriction, with no change required to the official
ordinance. No further recommendations were made and the committee
requested this item be forwarded to the full Board for consideration at a
future meeting.
3. DISCUSSION ITEMS
3.1. Board of Directors and Committee Meeting Minutes (Verbal)
Vice-President Beverage requested this item be placed on the agenda for
discussion. The Citizens Advisory Committee has discussed a potential
recommendation for the District to generate more detailed minutes
following Board and Committee meetings. The Committee requested that
1
staff research the practices of other agencies for creating more thorough
minutes. This item will remain tabled until such time a formal
recommendation is made by the Citizens Advisory Committee related to
this matter.
3.2. Water Storage Levels in Reservoirs on Weekends with Red Flag Alert
(Verbal)
Vice-President Beverage requested this item be placed on the agenda for
discussion and requested that staff research the development of a written
policy adopted by the Board to establish water reservoir level goals during
times of Red Flag warnings or other conditions of community concern.
Staff will provide a draft policy at a future Committee meeting.
3.3. General Counsel's Monthly Summary Billing Report
The Committee reviewed and discussed General Counsel's monthly billing
report. Concern was noted by Director Beverage on task order items that
exceed the initial task order amount with further discussion regarding
practices and controls on these expenses.
3.4. Directors and General Managers Fees and Expenses (Jul-Sep)
The Committee reviewed and discussed the Directors and General
Manager's fees and expenses.
3.5. Future Agenda Items and Staff Tasks
Vice President Beverage requested that the District's Purchasing Policy
be discussed at the next Committee meeting.
4. ADJOURNMENT
4.1. The Committee adjourned at 4:43 p.m. The next regular meeting of the
Executive-Administrative-Organizational Committee will be held December
21, 2010 at 4:00 p.m.
2
ITEM NO. 9.3
AGENDA REPORT
Meeting Date: November 24, 2010
Subject: Personnel-Risk Management Committee
(Collett/Hawkins) Alternate: Summerfield
Minutes of meeting held November 17, 2010 at 4:00 p.m.
Meeting scheduled December 14, 2010 at 4:00 p.m.
ATTACHMENTS:
Name: Description: Type:
111710 PRM - Minutes.doc PRM Mtg Minutes 11/17/10 Minutes
MINUTES OF THE
YORBA LINDA WATER DISTRICT
PERSONNEL-RISK MANAGEMENT COMMITTEE MEETING
November 17, 2010
A meeting of the Personnel-Risk Management Committee was called to order by
Director Collett at 4:00 p.m. The meeting was held at the District's Administrative Office
at 1717 E. Miraloma Ave, Placentia CA 92870.
COMMITTEE STAFF
Director Ric Collett, Chair Ken Vecchiarelli, General Manager
Director Phil Hawkins Gina Knight, Human Resources Manager
1. PUBLIC COMMENTS
None.
2. DISCUSSION ITEMS
2.1. Status of Human Resources and Risk Management Activities
The committee reviewed and discussed the updated activities log. Staff
discussed the incident involving a District employee who while driving a
backhoe on a public street crashed into a power pole and a tree. Staff
informed the committee about the recommendation to require the use of a
trailer to transport a backhoe from worksite to worksite for safety
purposes. Staff reported on the various health and wellness presentations
conducted by the District's Employee Assistance Program provider.
Finally, staff reported on the status of a grievance filed by a District
employee regarding an overtime issue. This issue has not been resolved
as of this date. The Committee briefly discussed other morale issues,
employee recognition events and opportunities for future team
building/recognition events.
2.2. Status of Recruitments and Authorized/Budgeted Positions
Staff gave an update on the status of the following recruitments:
Engineering Secretary and Maintenance Worker I. The District received
84 applications for the Engineering Secretary position. The recruitment for
the Maintenance Worker I position will close on November 29, 2010.
2.3. Future Agenda Items and Staff Tasks
None.
3. ADJOURNMENT
3.1. The Committee adjourned at 5:05 p.m. The next regular meeting of the
Personnel-Risk Management Committee will be held December 14, 2010
at 4:00 p.m.
1
ITEM NO. 9.6
AGENDA REPORT
Meeting Date: November 24, 2010
Subject: MWDOC/OCWD Ad Hoc Committee
(Mills/Beverage) Alternate: Collett
Minutes of meeting held November 16, 2010 at 4:00 p.m.
Meeting scheduled January 25, 2011 at 4:00 p.m.
ATTACHMENTS:
Name: Description: Type:
111610 MWDOC OCWD Minutes.doc MWDOC/OCWD Mtg Minutes 11/16/10 Minutes
MINUTES OF THE
YORBA LINDA WATER DISTRICT
MWDOC AND OCWD AD HOC COMMITTEE MEETING
November 16, 2010
A meeting of the YLWD/MWDOC/OCWD Ad Hoc Committee was called to order at 4:00
p.m. The meeting was held at the District's Administrative Office at 1717 E Miraloma
Ave, Placentia CA 92870.
YLWD COMMITTEE MEMBERS YLWD STAFF
Director William R. Mills, Chair Ken Vecchiarelli, General Manager
Director Michael J. Beverage
MWDOC COMMITTEE MEMBERS MWDOC STAFF
Director Brett Barbre Kevin Hunt, General Manager
OCWD COMMITTEE MEMBERS OCWD STAFF
Director Roger Yoh Mike Markus, General Manager
1. PUBLIC COMMENTS
None.
2. DISCUSSION ITEMS
2.1. Changes in MWD Allocation - Water Supply Status Report
Mr. Hunt reported on MWD's current supply and demand conditions,
associated budget shortfalls and that they are considering lifting financial
penalties associated with the current water allocation levels.
2.2. MWD Issues
Mr. Markus reported OCWD has offered to pre-purchase water from MWD
to help with their budget shortfall and to shore up water for future basin
recharge.
2.3. OCWD Annexation
Mr. Markus reported OCWD staff has solicited proposals again from four
prequalified firms to prepare the CEQA documents for the proposed
annexations, which should be considered by the Water Issues Committee
and the OCWD Board later next month.
2.4. GWRS Expansion
Mr. Markus reported final design has been completed for a 30 million
gallon per day expansion of the GWRS. This expansion could provide for
over 31,000 acre feet of additional high quality water per year. Mr. Markus
reported on some of the features of this proposed project and noted the
shortfall in current funding levels with the options being considered to
move forward with construction. Mr. Markus noted the project is estimated
1
to add approximately $33 per acre foot to the replenishment assessment
(RA), but that this could be offset by an increase in approximately 7% to
the basin production percentage (BPP).
2.5. BEA Exempt Projects
Mr. Markus reported the OCWD Board approved a BEA exemption for the
Irvine Ranch Water District project for desalting wells in the Tustin area
and would consider a similar exemption for a Mesa Consolidated Water
District project. He explained the benefits of these projects to the basin
and noted that in both cases, the new agreements would serve the OCWD
producers betters in the long term.
2.6. Amicus Support Letters
Mr. Vecchiarelli reported that over 90 agencies across the State of
California have weighed in supporting the District's request for review by
the Supreme Court of California.
2.7. Future Agenda Items and Staff Tasks
None.
3. ADJOURNMENT
3.1. The Committee adjourned at 4:55 p.m. The next regular meeting of the
YLWD/MWDOC/OCWD Ad Hoc Committee will be held January 25, 2011
at 4:00 p.m.
2
ITEM NO. 11.1
AGENDA REPORT
Meeting Date: November 24, 2010
Subject: Meetings from November 25, 2010 - December 31, 2010
ATTACHMENTS:
Name: Dosciiption: a ype:
BOD - Activity Calendar.pdf BOD Activity Calendar Backup Material
Board of Directors Activity Calendar
Event Date Time Attendance by:
November 2010
Holiday Thu, Nov 25 7:30AM District Offices
Holiday Fri, Nov 26 7:30AM District Offices
December 2010
MWDOC/MWD Workshop Wed, Dec 1 8:30AM Staff
Planning-Engineering-Operations Committee Meeting Wed, Dec 1 4:OOPM Mills/Summerfield
OCWD Board Wed, Dec 1 5:30PM Staff
Board of Directors Special Meeting Fri, Dec 3 3:OOPM
Public Information-Technology Committee Meeting Tue, Dec 7 3:OOPM Beverage/Hawkins
Yorba Linda City Council Tue, Dec 7 6:30PM
Board of Directors Regular Meeting Thu, Dec 9 8:30AM
WACO Fri, Dec 10 7:30AM Hawkins
Citizens Advisory Committee Meeting Mon, Dec 13 8:30AM
Finance-Accounting Committee Meeting Mon, Dec 13 4:OOPM /Collett
Personnel-Risk Management Committee Meeting Tue, Dec 14 4:OOPM Collett/Hawkins
MWDOC Board Wed, Dec 15 8:30AM Staff
OCWD Board Wed, Dec 15 5:30PM Staff
Yorba Linda Planning Commission Wed, Dec 15 7:OOPM Collett
Exec-Admin-Organizational Committee Meeting Tue, Dec 21 4:OOPM /Beverage
Yorba Linda City Council Tue, Dec 21 6:30PM
Board of Directors Regular Meeting Wed, Dec 22 8:30AM
Holiday Fri, Dec 24 7:30AM District Offices
Yorba Linda Planning Commission Wed, Dec 29 7:OOPM Hawkins
11/18/2010 1:34:16 PM