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HomeMy WebLinkAbout2010-11-18 - Executive-Administrative-Organizational Committee Meeting Agenda Packet Yorba Linda Water District AGENDA YORBA LINDA WATER DISTRICT EXEC-ADMIN-ORGANIZATIONAL COMMITTEE MEETING Thursday, November 18, 2010, 4:00 PM 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 Any individual wishing to address the committee is requested to identify themselves and state the matter on which they wish to comment. If the matter is on this agenda, the committee Chair will recognize the individual for their comment when the item is considered. No action will be taken on matters not listed on this agenda. Comments are limited to matters of public interest and matters within the jurisdiction of the Water District. Comments are limited to five minutes. 2. ACTION CALENDAR This portion of the agenda is for items where staff presentations and committee discussions are needed prior to formal committee action. 2.1. Verizon Cell Site Lease Agreement Recommendation: That the Committee recommend the Board of Directors approve the Verizon Cell Site Lease Agreement. 2.2. Water Conservation Ordinance - Revisions for Consideration Recommendation: That the Committee consider potential revisions to the Water Conservation Ordinance and provide direction to staff. 3. DISCUSSION ITEMS This portion of the agenda is for matters such as technical presentations, drafts of proposed policies, or similar items for which staff is seeking the advice and counsel of the Committee members. This portion of the agenda may also include items for information only. 3.1. Board of Directors and Committee Meeting Minutes (Verbal) 3.2. Water Storage Levels in Reservoirs on Weekends with Red Flag Alert (Verbal) 3.3. General Counsel's Monthly Summary Billing Report 3.4. Directors and General Manager Fees and Expenses (Jul-Sep) 3.5. Future Agenda Items and Staff Tasks 4. ADJOURNMENT 4.1. The next regular meeting of the Executive-Administrative-Organizational Committee will be held December 21, 2010 at 4:00 p.m. Items Distributed to the Committee 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 Committee 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. 2.1 AGENDA REPORT Meeting Date: November 18, 2010 Budgeted: N/A To: Executive-Administrative- Organizational Committee Funding Source: N/A From: Ken Vecchiarelli, 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 Committee'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 Committee recommend the Board of Directors approve the Verizon Cell Site Lease Agreement. 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 3% increase. Additionally, Verizon has agreed to provide the District with $5,000 upfront to help offset the legal costs. 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 will cell site companies and carriers. It is estimated the District will expend approximately $5,000 for legal services for this task. ATTACHMENTS: Annise Lease Agreement fv 11-5-10.pdf Lease Agreement Backup Material Annise_MOL_vf 11-5-10.pdf Memorandum of Lease Agreement Backup Material 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 conuuonly 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. 1 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) 2 SITE NAME: Annise 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 3 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 4 SITE NAME: Annise 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 5 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 tinder 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 6 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 7 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 harmftil 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). 8 SITE NAME: Annise SITE NUMBER: 152561 ATTY/DATE: CJZ/09.10 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 9 SITE NAME: Annise SITE NUMBER: 152561 ATTY/DATE: CJZ/09.10 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 cornrnencement 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 frill 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 LINE O a i / 'Az PROPO5ED LE55EE ANTENNA LEASE AREA (, /- SE SO. FTJ I / / / �\ PROPERTY LINE I I i A.F.N. 323- 161 -43 PROPOSED LESSEE a' -o" / A.F.N. 326 -061 -01 I WIDE NON-EXCLUSIVE �– III GRAVEL PEDESTRIAN \oR I II I III ACCESS PATH OF TRAVEL -- (E) SCALE, PROTECT IN PLACE AREA LEASla-e^ E AREA / PROPOSED LESSEE POWER / I A TELG A O JOINT TRENCH TO LEASE ARE t PROPOSED LESSEE METER PEDESTAL POWER 4 TELGO / / / - - -_ PROPOSED LE55EE STEP UP TRAN5FOR�TR - - -- 99 -- — - - - - - -- --- - - - - -- N i - ____ - - - - -- i A.P.N. 323-161-46 MAC -N / 'o9 I LEASE EXHIBIT — ANNISE — YORBA LINDA WATER DISTRICT, QUARTER HORSE RESERVOIR, YORBA LINDA, CA 92886 SCALE ACCURATE AT 24 "736" FULL SIZE DRAWING I SCALEIV -40' -0" 1 ®o.l q I pROpERTY / / � r / r / r / I i � I / r �( /IS) VAULT WITHIN W.I. FENCE ENCLOSURE l I A.F.N. 323 - 161 -41 / PROPOSED LE55EE ANTENNA LEASE AREA / 65 SO. FT 1FT.) ITT A.F.N. 323 -161- II A.P.N. 323 -161 -45 I / I PROPOSED LE55EE EQUIPMENT I i A.P.N. 329 - 161 -42 I L�iSE A28A 835 SO. FT I O t I I L —�- -- I I� (EJ POWER 8 TELGO / / -N' < PULL BOX n �, -i Q LINE O a i / 'Az PROPO5ED LE55EE ANTENNA LEASE AREA (, /- SE SO. FTJ I / / / �\ PROPERTY LINE I I i A.F.N. 323- 161 -43 PROPOSED LESSEE a' -o" / A.F.N. 326 -061 -01 I WIDE NON-EXCLUSIVE �– III GRAVEL PEDESTRIAN \oR I II I III ACCESS PATH OF TRAVEL -- (E) SCALE, PROTECT IN PLACE AREA LEASla-e^ E AREA / PROPOSED LESSEE POWER / I A TELG A O JOINT TRENCH TO LEASE ARE t PROPOSED LESSEE METER PEDESTAL POWER 4 TELGO / / / - - -_ PROPOSED LE55EE STEP UP TRAN5FOR�TR - - -- 99 -- — - - - - - -- --- - - - - -- N i - ____ - - - - -- i A.P.N. 323-161-46 MAC -N / 'o9 I LEASE EXHIBIT — ANNISE — YORBA LINDA WATER DISTRICT, QUARTER HORSE RESERVOIR, YORBA LINDA, CA 92886 SCALE ACCURATE AT 24 "736" FULL SIZE DRAWING I SCALEIV -40' -0" 1 ®o.l q I 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 / ¢, AI g 24' COORDINATES: l \/ CB CATCH BASIN SDNH STORM DRAIN MANHOLE BLOC[ WALL 9.64' L =502J' N9D' O'00'E M 8 �B / R =135. p0' PROPOSED FAUX ROCK "1 PROPOSED FAUX ROCK "2' ven Lnwireiess UL CONCRETE FLOW LINE TC TOP OF CURB L3 CPD CONCRETE PAD TG TOP OF GRATE CE CENIERLINE / 1- 288.00' ]6.33' I °AVIV IATNUDE 33'54'19.47" N 33'54'19.29' N D DIAMETER TOE TOE OF SLOPE Yr FIRE HYDRANT q•3 k LONGITUDE 1174]'00.36" W 11747'02.77" W 15505 SAND CANYON AVE. DL DAYUGHI TOP TOP OF SLOPE BUILDING D' 1St FLOOR EM ELECTRICAL BOX TR TREE 0 FOUND MONUMENT WRWGHT IRON FENC IVn GATE W' �� p yL+9` HAD 1983 GEODETIC COORDINATES WERE ESTABLISHED USING IRVINE, CA 92618 EEN T EDISON VAULT TRN TRANSFORMER GRATE $ P P LFF ' ywpo SURVEY GRADE 'ASHTECH" G.P.S. RECEIVERS AND ASWECH PHONE (949) 286 -7000 EM ELECTRICAL METER TRPN PINE TREE W Rx Wops � SURVEY GRADE PRECISION SOFTWARE FOR POST- PROCESSING. CDC EDOE OF CONCRETE TVLT TELOO VAULT WI STORM DRAIN MANHOLE ap 2 MLm r EP EDGE O PAVEMENT TW TOP OF MALL WI UTILITY BOX T �^0� '. °yam ,q8 A r< ¢\ BASIS OF BEARINGS: U L SANG FD FOUND LILT VAULT BOX a WATER CAN FEN FENCE LT VAULT N49'15'46 "W N ^� 5 '/^ THE CENTERLINE OF QUARTER HORSE DR. BEING NORTH FH FIRE E BREAK W WIDTH B WATER METER 2401 IA.3 1 $ „A ' ,p ,DP 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 G8 GRADE BREAK WC WATER CAN E 9rt� {\ +4 GI WYE M11P OMNI WHIP ANTENNA B WATER VALVE RECORDS OF ORANGE COUNTY. DIP DATE POST N1F WROUGHT IRON FENCE Fpm'm 3900 VA OPDRIO, SUITE 209 o- WROUGHT IRON FENCE i p H WIGHT WX WALKWAY . ` W � ASSESSOR'S IDENTIFICATION: NEWPORT aFACH, cA 92683 IN INCHES 611 WATER METER YARD LIGHT M Z4 i j $ ' d.g ,W,'p PHONE: (999) ]23 -0092 IP ON PIPC HV WATCR VALVE I"wVl 2 yyyy����3333� \ '•t v ORANGE COUNTY P.P.N. 326 - 161 -44 LTT LEAD. TACK. AND TAG YL YARD LICIT / 3O b ` SEAL NG NATURAL GROUND W uT NAIL ANN TAG sN AREA: $IOU SPIKE AND WASHER SCALE: t" = 913' Y 'DIRT, u 2.6573 ACRES PER ORANGE COUNTY ASESSOR AL LA 4A -0 BENCH NARK: ( Q o IMnwP YAK U.S.G.S. BENCH MARK `BM 1201' � No. 7111 u6m 6� �� ��' BTATEB UNITED GEOLOGICAL SURVEY BENCH MARK `BM 1201' • L[P' 3 -S1 -iD ASPSHOWN ON THE YORBA UNW 7.5 MINUTE QUADRANGLE `A QgW OF AIYE I LOT %E m � i i, SEE SHEET Lq 2 FOR 13 P I m ELEVATION: 1,203.5 FEET A.M.S.L (NAVDW) AP.N. 323- 161-41 `DIRT, DETAIL I I �� I LOT 161 \✓ ppp TITLE REPORT IDENTIFICATION: A.P.N. 323- 161-4A `DIRT. \B,a gj,4' Y ,` 444o-o-o-/ STEWART TITLE 3 CALIFORNIA. INC., PRELIMINARY REPORT LOT H AM,16R GEODETIC A� ORDER NO 151369, DATED AS OF OC OBER 27, 2008. II 61 COORDINATE GEODETIC APK 323 -1 I TfIMY_I $ p % w 1 I OCATION COORDINATE / �$ PREPARED BY: L PROPOSED FAUX LOCATION I I _ XA'6I ROCK 2 ") (PROPOSED FAUX EASEMENT NOTES: I� LOT 117 y4•"� Yn' W' ROCK '1 "� e: EASEMENT(S) SHOWN HEREON ARE PER STEWART TITLE OF CALIFORNIA, INC., C I PRELIMINARY REPORT ORDER NO. ,51389, DATED AS OF OCTOBER 27, 2000. A x A 0 I T [ S I II AP.N. 323 -161-42 °i `•/ K"6 LAND SURVEYING & MAPPING \ T1T r d (21 AN EASEMENT FOR WATER LINES, SEWER LINE PURPOSES, AS SHOWN ON 3168 AlRwnr Av[uuC su0[ K RECORDED MAP OF TRACT ND. 15566. CDSTA MESA. CALIFORNIA 92828 ¢ y Y DIRTY $ } AN EASEMENT FIR PUBLIC UTILITY PURPOSES, AS SHOWN ON THE 19 55] -156] OFAX 9 ]]19 557-1588 FAX �� ECORDED MAP OF TRACT NO. 15568. AN EASEMENT FOR EQUESTRIAN TRAIL PURPOSES, AS SHOWN ON THE I / �Flj /Rl�A°li RECORDED MAP OF TRACT NO. 15566. I ''I 21' I� 5 \ o$� \ -A 0"� CONCRETEI ROW LINE - 21 ti_ I O �7F GS `s '+.� 'Y'� �� W {Ap VP O AN EASEMENT FOR STORM DRAIN PURPOSES, AS SHOWN ON THE 2 / RECORDED MAP OF TRACT NO. 15568. LS "W 2 g �Y' � N$ 1B I \ 6 AN EASEMENT GRANTED TO SOUTHERN OCTOBER , 1117 COMPANY FOR _ TRANSMISSION LINE PURPOSES; RECORDED OCTOBER OFFICIAL 196] AS LO f �iS / >+$ SN 4q �� Ir[ II S'�y ng.yp STRUMENT NO. 1638], IN BOOK H913 PAGE 761, OFFICIAL RELDRDS. SUBMITTALS A.P.N. 323_161-43 �y ga M'� R mQA® Qm 3AP �A�Ig,��' (GOBS NOT AF£BCT - FALLS S'LY OF LOT BI) REV. DATE DESCRIPTION BY A.P.N. 326-081-01 7 ANT -RECIPROCAL TEMPORARY GRADING, AND AGREEMENT* AND IMPROVEMENT O 1 oW191 EASEMENT COVENANTS RUNNING WITH THE LAND AGREEMENT" DATED JUNE 29. 1 10/10/08 ISSUED FOR REVIEW YT 2002, RA AND BETWEEN SJULY 1 .2DO2RIES INC., AND PULTE HOME � � M wm{ mIM u c \4� 2GE2 IlB2 RECORDED JULY 11.. (8E J INSTRUMENT /FILE ND. 2 11/24/08 ADDED TITLE INFO. JA VARIES —T mmnr�'IL \ `pn`p IVZ o 20020581,82 OF OFFICIAL RECDROS. (BLLVBBT OYRR SOUTH f/B °F 010 r I V ¢ W�4 ` 8 o'd� LOT BI) 3 12/30/08 D A Yf OCATION 3 I� 1 \,�0� .BeB• �' g� Ima mAAAd g`/ /'' B AN EASEMENT GRANTED TO SOUTHERN CALIFORNIA EDISON COMPANY FOR 4 7/23/09 CLAW O I / g O8/ '� b19 ` g /f/ ,NI PUBLIC UTILITY PURPoSES: RECORDED MAY 21. 2003 AS INSTRUMENT N0. LOCATION 1 'DIRT, � Q \ �C / 200300059102], OFFICIAL RECORDS. (0088 NOT AFFECT -GOBS N°f 5 11/30/09 JA d•N Cx^y, FALL IN LOT BI) LOCATION �`v"�ym 6 01/19/1 ADDED TOPO 1'1 N�z° PUBLC UTILITY EASEMENT PURPOSES; RECORDEDHOCTOBER CALIFORNIA 30 2003 AS INSTRUMENT GAS CMPANY FOR TRACT NO, -b66 a:e ``'� 1r 1 @ NO. 20030001333755, OFFICIAL RECORDS. (CAN NOT BB LOCATED £ROY Eiti/ / 26 -0-3 `DIRT. 13 ANY AND ALL OFFERS OF DEDICATION. CONDITIONS, RESTRICTIONS. EASEMENTS, FENCE LINE /BOUNDARY DISCREPANCIES, NOTES AND /OR PROVISIONS SHOWN OR DISCLOSED BY THE FILED OR RECORDED MAP Rx &Ib �� REFERRED TO IN THE LEGAL DESCRIPTION HEREIN. 8 _ / ANNISE L =+ozo3 \� Oyu �A° \ g ° O DENOTES NEN PLOTTED HEREON YORBA LINDA WATER DIST. 8=948, K �6 LEGAL DESCRIPTION: 277. m® °o \ QUARTER HORSE RESERVOIR \ R7• 5• 0 \ / LOT G OF TRACT CALIFORNIA. 15566, IN THE CITY OF CORD LINDA, COUNTY Of )A `yC Y N5230'OD'E /O�� �' y,J` (PJ.\ 4 o ORANGE, STATE Of G' AS PER MAP RECORDED IN BOOK e,]. YORBA LINDA, CA 92886 25.00' 6 $ 4 Ig`^ PAGES 28 THROUGH 35, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE `DIRTY O �, `y yFg / OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. /y�y \ - 1IO B°S Y EXCEPTING THEREFROM; ALL OIL, OIL RIGHTS, NATURAL WS RIGHTS, MINERAL SHEET TITLE RGHTS. AND \ _ �2 KNOWN, TDGETOHERRWOHDAPPURT�ENANT BRIGHTSETHEREFO, WOHDUT, HOWEVER, LOT J AM• RIGHT TO ENTER UPON THE SURFACE OF SAID LAND NOR ANY PERT TOPOGRAPHIC SURVEY _ j5 Z OF THE SUBSURFACE LYING ABOVE A DEPTH OF 500 FEET, BY DEED A.11N. 323- 181-48 \i RECORDED DECEMBER 9, 1966 AS INSTRUMENT N0. BB- 690963 OF OFFICIAL RECORDS. oO LIVING PLANTS STATEMENT: Nom/ 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 \ \ ,U U. THU ARE) PROVIDEDYASAADGENERAL EREFERENCETAND SEE SHEET LS -2 FOR SITE DETAILS SHOULD NOT BE USED FOR DESIGN PURPOSES. I ven LDwireiess 15505 SAND CANYON AVE. BUILDING 'D' 1st FLOOR IRVINE, CA 92618 PHONE (949) 286 -7000 UL SANG RCHITECTURE 3900 VA 0PDR10, SUITE 309 NEWPORT BFACH, CA 8266} PHONE: (999) ]2} -0092 SEAL � AL 1A No. 7111 s OF AIAE PREPARED BY d RAW S LAND SURVEYING & MAPPING 1116 AIRWAY A NOE, Su C.— _A. CAARCRNIA 936. 714 557-1567 DFFICE 714 557- 1566 FAX SUBMITTALS REV. DATE DESCRIPTION BY 1 10/10/08 ISSUED FOR REVIEW tt 2 11/24/08 ADDED TITLE INFO. JA 3 12/30/08 3ED. . tt 4 7/23/09 LOCATION CWW 5 11/30/09 LOCATION JA 6 .01/19/ic. ADDED TOPO tt ANNISE YORBA LINDA WATER DIST. QUARTER HORSE RESERVOIR YORBA LINDA, CA 92886 SHEET TITLE TOPOGRAPHIC SURVEY SHEET NUMBER LS -2 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. 2.2 AGENDA REPORT Meeting Date: November 18, 2010 Budgeted: N/A To: Executive-Administrative- Organizational Committee Funding Source: N/A From: Ken Vecchiarelli, General Manager Presented By: Ken Vecchiarelli, General Dept: Administration Manager Reviewed by Legal: N/A Prepared By: Cindy Botts, Management CEQA Compliance: N/A Analyst Subject: Water Conservation Ordinance - Revisions for Consideration SUMMARY: The District's Conservation Ordinance commenced in July of 2009, under Stage 2 restrictions. The basis for determining the District's Stage number was Metropolitan Water District's (MWD) Water Alert Levels. The following are the corresponding Alert Levels and Stage Restrictions: MWD Water Alert Level YLWD Stage Restrictions Level 1: Water Supply Watch No Stage Level 2: Water Supply Alert Stage 1: Reduce Usage By 10% Level 3: Water Supply Allocation (5-15%) Stage 2: Reduce Usage By 10-20% Level 3: Water Supply Allocation (20-35%) Stage 3: Reduce Usage By 20-35% Level 3: Water Supply Allocation (Over 40%) Stage 4: Reduce Usage More Than 35% Over the course of the past 15 months, District customers have maintained a level of conservation of nearly double the goal of 10%, primarily through water use efficiency in landscaping. In April 2010, MWD voted to continue the Water Supply Alert Level 3: Water Supply Allocation (5%- 15%) for the 2nd year in a row. MWD's allocation level to the District also remained at an 8% reduction from historical averages. Should the District fail to meet the allocation requirement in this fiscal year, severe financial penalties could be assessed, despite last year's excellent conservation levels. STAFF RECOMMENDATION: That the Committee consider potential revisions to the Water Conservation Ordinance and provide direction to staff. DISCUSSION: In order to address the District's excellent conservation levels and on-going revenue needs, without forgoing the immense progress the District has achieved in long-term water use efficiency, Board members have requested staff to look at options for reducing current restrictions within the Conservation Ordinance. Staff has come up with several options for consideration. Option 1: Downgrade to YLWD Stage 1 Conditions . Lifts two-day watering restriction in fall and winter months. . Lifts two-day leak repair restriction. . Estimated staff time and materials cost of $6,000 for bill stuffers and other outreach efforts. Option 2: Allow Everyone to Water on Sunday . Schedules would be Mon-Wed-Fri-Sun and Tue-Thu-Sat-Sun. . May require changing the ordinance. . Estimated staff time and materials cost of $6,000. Option 3: Have the Board take action similar to last year and temporarily lift the two-day watering restriction in fall and winter months. . No change in ordinance required. . Messaging can be done on bills and future Water Lines. In order to change the Ordinance, the District would be required to post a public notice of the Board's decision to adopt the new/revised ordinance and hold a public hearing. Previously, research as been done on the water use efficiency of a four-day per week versus a three-day per week schedule. The University of Illinois recommends that lawn irrigation is done as infrequently as possible, even 1 to 2 days per week, with a longer soaking, in order to develop deeper roots and discourage shallow rooted species, such as crabgrass. For those with clay soil, as is common in Yorba Linda, the University of Illinois suggests watering twice per day, which our current ordinance already allows. Approximately 1 "-1.5" of water per week on turf grass is considered ideal. PRIOR RELEVANT BOARD ACTION(S): On October 8, 2009, the Board approved a motion to temporarily waive the limits on watering days during the months of November 2009 through March 2010. ATTACHMENTS: Name: Description: Type: Conservation Ordinance Trifold FINAL.pdf Conservation Ordinance Trifold Backup Material Permanent, Year-'roun(ikklater 'WVater Conservalion Sl<iges Conservation Measures and The following Shortage Stages may be Stage 1 Minlinurn Water Sherta%e Prohibitions Agalall`_+t kVatui°k'1r'aste declared to respond to local or regional Rirclatce~ arwgv by it)~^„ water shortage conditions and emergencies. Slage 2 N-lorleral€ Waler ;hrormgt, Reduce usage tv t t P-, 2,0 t,k`tilernng is p~EOhik)itecl l etw c it g1.3e lxotlrs eof Stage 1 Stage 3 Severe Witer Shorlag 9:00 a,ni_ arid 0_00 p.an. € it any €lawr exc pi Isar + 1\%izr°ririg: i r:I,iws ww'r~'k. Udd 1111rriber€-r:q ,ieleln:ti5i's Ruduct uwge 20-35,'this express purpose of adjLlstillgor repairing an ire wigatea tw4-'V-F, & even minibcrc?d addresses on Stage 4 Criliral Miter Shortage irrigation 5ystelii 'I I Ii SAT. No irris,"tiion crar tirlneL ys- Reduce usage more Than 35% * \A" iterln is limited to 15 rnlaiartes per stata+ali Stage 2 e.al 11 it r r a Viokitirnis w as y ordin::lnce items muL.t he ierscoi3all~ lie°r€I.t} .11ir. CJct.: w aite~;lnl, linilte•rl I€r cLiwti r~e~k- f)cicl I , nuniliered aeldresscs can irrigal€° !1 b, f, L"~- even abst-R-e d by niemhers of the District stail. The fines MIterhip, or irrigatiog. Uf I.)evti, landscape or numbered aetdresses onT TI-G SAT. Nov. IAdr wvalerinp? Inr such viol.uions will he eeallected nii Elie wwaier rrtlier ve gert.iled lrca i4 p)rrihibitcrl ww'hf it it is limited to 2 days,wveek. Odd numbered addressee' kill. Fallrrre tea IraN• a line antoElni will be treated as 4 ] & FR I, and even rtaittlberc~cl acltlrtws5es lllES nonpa,twment of the %vLiler bill staid ww'ater service ItP.ty €'urre rltIv r.liiim?. or there: is I forv(,i5tetl chance k)a~ gerrttilt.tte[I 15 .i rtak4olk, i'rotr sls 8isr +i~al.itititt5 ire . ' t)i Fain or S[) p)trc'crit or liitt,ltt°r and SAT, No irrigiti€n on Sundays ,i[In%v.ilalo parr Svc Iicin f3 nt IIif, cirdiimnre.The Pincus fnr + leaks ntnsx he corrected in no more thari) calf rAir such w°icil,11inrts ,-ir{: as 1 o I lows 0thvr lie_,~ Irit C4" days of resc:eivinA rt€.)lir-€= (rout tlte District JSt Violation 1''[W7 v Al liand deliver a floor • No excessive wv',iLvr doww ur rirriofi that c arrsf:'s ur hratige?r to the Incation coi Ole violation and ninil i ylluw~ s wv.lttr tar lltawv t)rltu .in teJju ttilr slclE oval k, Stake 3 n€atace to ilte currertq I~il line address clril wv°,:ty', 5lrezek, alley. ~Itter or rlileh • A sr. t7ct_: wvaterinta, limited Ica? cl ys.'wwe_~ek :.%.1(}`ti mid i I 2nd Violation .'s : rt€I t•ie?l;stdrsn within 7. cllcnrlar l_KI, card UL S,irtd S'Al I, Nov. -tw'i,tr,:, wv.iteririg lionited to I nte)Itths € 1 the tit 001,11iean 151 ]XInishatiles by 3 penalty No ~.%=asliirig dotvli hLird or paved stariaces elavAvoA, in which odd nunibrrrt-rl addre'sscs are oISI0LI € 17epl % lteti necessarv to , ll0Viiilte safety or pyerrttitarilinirri~atee~ltlw4r,nil,7~rrnl~'~o3di~w°ct~l7rri3t13er[~rd a ' 3rd Violation ,h :3rel violation wvitliin 12 c,ilr°nrlar smlitary hazards addresses are )erinitte€I to irri zite Saturday onl°w l montlis of Ili(- first or :?rid violation is punishoblP I)v ~ na S250 • "~,e) fix<cssive° 1.1se, loss or easc;lp~r4 nl wv'"itc°r + Re fillin,.e, rat nraare than taste iooL,. sired initial lillin of a pie 4th and Subsequent Violations . 4ah in(] ally ltt of throuLplt breaks, le.lks or olher mahnri tions ill rvsidential mvlittriiiltp; lh-A)k Of 4)ntdr](Jr sp),:as is Clt w1''ater User's lalalritl~iot~ or slislrslraltir:ali I:azi}Irllaita-,s1 sirLtsfiqucant violation within tea calenrlar rt7oPttl7s 01 I Ile' I1rsi Ur AI1t ' sul)seapuent vi€nlaticxt is punislialalee l)~• s1'!;tC'J 11 Stage 4 ,i 11110 o 5300 'g,ltin o hv.,n, l.indsr i1x- for t]tl'teir ;wIn ~ater{IrlIleawlknv t{) rest arror-lit' tl tor llf devicdevicthe er District It}.ly install 7 • Ko-circuhling wvater require€1 for w,voter IOU1'ItairiS' + NO ww'.itiafll)g.~ fir larn ,anal clue orati+, e water t.CaltIrc,s ve,f)eat,-Eted area with l obly xv.itcr- ;For exceptions to a tlii; restrictioli, see lull text ci( ordinance) • In addition to am, Imes and the instalLinoii or wvaler How restrictor, the District may disconriec t • %°~~~itilllPlg +.rck)It:es Ilrillta~d t{JL llti c)t a ~1~➢P1Cl..k..9L.1€1 tr]n4er~ti lt~.ttE`r 5eS4`it'N ~[tr 44'llltlll VI€}I~ltl€]]tti Of htrc_ket or siriiil lr colitaincr ;irnd/or a hand held * Leaks must be corrected in no more' that I day of a C4FS otice from they District 1'N,ll cl,ttc)rv rr. stric~tiow, receiving n . la€ost tetalippa€:€1 ww~llll alt ,autcanl:ltic- shut-till wvale.,r Itozzle or dev'i( 'e Kirrlship) Variance • tlp)nlt dech ition or a Stage 4 Water Stlplily Slicirt,ige Ir, cllir~ to ciniclrr' circunisrances, a specific rcrlirirc~nlient hnera,eitcv, no newv veater se°n'iee Will be provides€i of Elio ordinance wvoE.lld result in undue liarelship, except to protect the p)ulAic health, safeto, and wellare a ealsttaaiier ilmv applk' far a varidilce, iucurdirig to Seeticait G Of the 0i'dirhiriEt, at wwww.ylrv€.coni or the ail, 11 AALMI ~eg ,d+ - _ ire" • >i~+~ 'OK L orba Linda k.Nlhat's Going Oil? Water District In response to (invi-rmor 5chwarsene&ger's Emergency Info- Proclainalion asking all ►w•aler User,. to reduce their ' ' Conservation consumption l,y 209,K,, as well as the r4iWD's 15-"., vvww.H 0 s a , supply cut to Orinfae County, the Yorl,a Linea Water Water Conservation Ordinance Oislricl, in cooperation wilh the t: ltizem Advisory Information on water scardty,,. qUality, and Conimitteehasdrafletla waterconservaIionurdinince. conservation The frurfasl4e of the ordinance i4 to prevent the waste Www.bewat.erwise.com of lyislrio water and to prniect the hr-allh and safety of water miers wilhin the Yorba Linda Watcr District. Water s r s o I r' o a The ordinance outlines permanenl, year-round water www.h2ouse.org/ conservation measure's .ancl prohibitions against walCr wasiv, as well as a tour Mari conlinfenc-r plan which e e r, e H can he implemented in stages. upon the derlaratiolt i I (714).701-3000 of water shortsiges. Violalions of any prtwisions of 0hergency: (714), ! -1060 the ordinance Ihal Marc` ohserved by menihers of Ilse` Dislr e-I staff will result in peRnaltie4 that will begin ~ + information about ordinance, with a warning, and fallow wilh tines for sulisequent please - violations. Adhering lo the terms of the ordinance ~ Phone: ~ 701-3024 will not only allow you to avoid fines, hul you will he I + ' ? s e doing your part Ira help us :avoid extreme restricliolis J Omn- in a wali-r shurtage that affects us .all. If; ' e e s ea possible ~I w-pla e e e ease' f; I m • Yy.. ..~A. F= e L 1 1h T~ ~ fY ~ ~ ~ L. )o V 'f rah 1.3 F F 4 4 . p . v a. 4 e t i a Prirsted an recycled paper ITEM NO. 3.3 AGENDA REPORT Meeting Date: November 18, 2010 Subject: General Counsel's Monthly Summary Billing Report ATTACHMENTS: Name: Dosciiption: a ype: MKB Billing Summaryxls MKB Billing Summary Backup Material YORBA LINDA WATER DISTRICT MONTHLY SUMMARY BILLING CHART BILLING MONTH: October 2010 Matter Matter Date Task Order Name Number Opened Amount CURRENT FISCAL YEAR 2010 -2011 Current Billing Total Billed to Date Total Billed 2009 -2010 10/292010 Current Fiscal Year Prior Fiscal Year CONSTRUCTION CONTRACTS 002 7/31/2007 N/A $945.50 $3,310.81 $34.810.81 OCWD ANNEXATION 040 1/13/1994 N/A $82.50 $630.00 $7,177.31 FREEWAY COMPLEX FIRE LITIGATION 068 8/25/2003 $15,582.00 $28,019.71 $83,767.98 S &S DEVELOPMENT AGREEMENTS 071 10/4/2002 $0.00 $2,300.00 NON - CONSTRUCTION AGREEMENTS 084 4/5/2005 $11,000.00 $2,080.00 $3,370.00 $22,735.40 WATER RATES/WATER CONSERVATION 087 7/31/2006 $10,000.00 $2,412.00 $14,746.50 $15,159.35 2010 DEVELOPMENT PROPOSALS 094 1/19/2010 $0.00 $0.00 $6,500.00 CIELO VISTA 095 2/3/2010 $0.00 $0.00 $2,787.12 CITY SEWER SYSTEM 100 7/28/2010 $100,000.00 $0.00 $12,249.50 $0.00 SUBTOTAL $21,102.00 $64,626.52 $172,937.97 Other Allocated Expenses Not Pertaining to Current Year Open Projects 2010 -2011 $0.00 $0.00 $15,655.18 TOTAL $21,102.00 $64,626.52 $188,593.15 McCormick, Kidman & Behrens Summary of Monthly and FYTD Charges Month of Oct -2010 Expensed $20,295.53 Job charges 3,025.50 Total Month $23,321.03 YTD through Oct -2010 Expensed $66,602.24 Job charges 6,243.31 Total FYTD $72,845.55 ITEM NO. 3.4 AGENDA REPORT Meeting Date: November 18, 2010 Subject: Directors and General Manager Fees and Expenses (Jul-Sep) ATTACHMENTS: Name: Dosciiption: a ype: Travel and Expenses.xlsx Travel and Expenses Backup Material 2010-11_Fees _and_Expss YTD.xlsx YTD Fees And Expenses Backup Material DIRECTORS RECAP OF TRAVEL /CONFERENCE EXPENSES JULY - SEPTEMBER 2010 GL TRIP TRIP TRIP Reimbursable expenses paid by YLWD DIRECTOR DATE DATE NAME LOCATION MEALS LODGING TRAVEL CONK FEE MISC. TOTAL TRIP TOTAL Beverage 9/27/2010 ISDOC Meeting $16 $16 TOTAL DIRECTORS & GM $21 $0 $199 $346 $13 $579 $579 $0 $16 Collett $0 $0 $0 Hawkins $0 $0 Mills $0 $0 $0 $0 Summerfield $0 $0 $0 TOTAL DIRECTORS $0 $0 $0 $16 $0 $16 $16 GENERAL MANAGER Vecchiarelli 7/21/2010 07/10 OCWA Luncheon $30 $30 9/30/10 09/10 ACWA Cont Legal Ed San Francisco $21 $199 $13 $233 9/30/10 9/10/10 CSDA Annual Conference San Francisco $300 $300 TOTAL GM $21 $0 $199 $330 $13 $563 $563 TOTAL DIRECTORS & GM $21 $0 $199 $346 $13 $579 $579 YORBA LINDA WATER DISTRICT DIRECTORS AND GENERAL MANAGER FEES AND EXPENSES FISCAL YEAR 2010 -2011 YTD REPORT FROM 07 -01 -2010 TO 09 -30 -2010 BEVERAGE COLLETT HAWKINS MILLS SUMMERFIELD SUB -TOTAL VECCHIARELLI TOTAL REGULAR MEETINGS ATTENDED 6 5 5 6 5 27 COMMITTEE MEETINGS ATTENDED 8 4 4 9 5 30 OFF SITE MEETINGS ATTENDED 1 2 6 2 2 13 SPECIAL MEETINGS ATTENDED 1 0 1 0 0 2 TOTAL MEETINGS ATTENDED YTD 16 11 16 17 12 72 72 DIRECTOR FEES YTD $2,400 $1,650 $2,400 $2,550 $1,800 $10,800 $10,800 MEETING FEES BUDGET YTD $2,700 $2,700 $2,700 $2,700 $2,700 $13,500 $13,500 TRAVEL & CONF. EXPENSES YTD $16 $0 $0 $0 $0 $16 $16 TRAVEL & CONF. BUDGET YTD $375 $375 $375 $375 $375 $1,875 $1,875 DIR.FEES AND EXPENSES YTD $2,416 $1,650 $2,400 $2,550 $1,800 $10,816 $10,816 FEES AND EXPENSES BUDGET YTD $3,075 $3,075 $3,075 $3,075 $3,075 $15,375 $15,375 GEN MGR EXPENSES YTD $563 $563 GEN MGR TRAVEL /CONF. BUDGET YTD $750 $750 TOTAL FEES & EXPENSES YTD $2,416 $1,650 $2,400 $2,550 $1,800 $10,816 $563 $11,379 TOTAL FEES & EXPENSES BUDGET YTD $3,075 $3,075 $3,075 $3,075 $3,075 $15,375 $750 $16,125