EXHIBIT 10.16
COMMUNICATIONS SITE LEASE AGREEMENT (BUILDING)
This Communications Site Lease Agreement ("Agreement") is entered into
this 30 day of March 1999, between NEXTEL OF CALIFORNIA, INC., a Delaware
corporation, d/b/a Nextel Communications, ("Lessee"), and FIRST NATIONAL BANK, a
California corporation ("Lessor").
For good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged. the parties hereto agree as follows:
1. Premises.
(a) Lessor is the owner of a parcel of land (the "Land")
and building (the "Building") located in the City of Redwood City, County of San
Mateo, State of California, commonly known as 000 Xx Xxxxxx Xxxx (APN: 52195140)
(the Building and the Land are collectively. the "Property"). The Land is more
particularly described in Exhibit A annexed hereto. Lessor hereby leases to
Lessee and Lessee leases from Lessor approximately Two Hundred Ten (210) square
feet of space on the roof of the Building for the placement of its equipment
shelter and space on the roof of (he building for the placement of up to twelve
(12) panel antennas and all access and utility easements (collectively. the
"Premises"), as described in Exhibit B annexed hereto.
(b) Lessor hereby reserves the right upon not less than
ninety (90) day's prior written notice. to require Lessee, to relocate the
Lessee's antenna to another location on the Building ("Alternate Antenna
Location"), in the event Lessor plans a renovation or expansion of ail or part
of the Building and Lessee's antennas directly affect the portion of the
Building to be renovated or expanded. In the event of such renovation or
expansion of the Building:
(1) (i) The Alternate Antenna Location shall, in
Lessee's sole and reasonable judgment. be similar in area and appropriateness
for Lessee's purposes, (ii) Lessee is able, with reasonable efforts, to acquire
any governmental approvals required for the relocation, if any, (iii) that if
such required relocation occurs more than once during the Term or any Renewal
Term of the Agreement, Lessor shall pay any and all expenses connected with
moving Lessee, its properly and its antennas to the Alternate Antenna Location
and back to the original site, provided however, any cost associated with the
first temporary relocation pursuant to this Agreement shall be borne solely by
Lessee
(2) Upon conclusion of the Building renovation,
Lessee's antennas shall be moved back to the Premises, pursuant to the cost
basis as provided in (b)(l)(iii), and Lessee will cease use of the Alternate
Antenna Location.
2. Use. The Premises may be used by Lessee for any activity in
connection with the provision of communications services. Lessor agrees to
cooperate with Lessee. at Lessee's expense. in making application for and
obtaining all licenses, permits and any and all other necessary approvals that
may be required for Lessee's intended use of the Premises.
3. Tests and Construction. Lessee shall have the right at any
time following the full execution of this Agreement to enter upon the Property
for the purpose of making appropriate engineering and boundary surveys
inspections, soil test borings, other reasonably necessary tests and
constructing the Lessee Facilities (as defined in Paragraph 6(a) below).
4. Term. The term of this Agreement shall be five (5) years
commencing on the date Lessee begins construction of the Lessee Facilities or
eighteen (18) months following full execution of this Agreement, whichever first
occurs ("Commencement Date") and terminating on the fifth anniversary of the
Commencement Date (the "Term") unless otherwise terminated as provided in
Paragraph 10. Lessee shall have the right to extend the Term for five (5)
successive five (5) year periods (the "Renewal Terms") on the same terms and
conditions as set forth herein This Agreement shall automatically be extended
for each successive Renewal Term unless Lessee notifies Lessor of its intention
not to renew prior to commencement of the succeeding Renewal Term.
5. Rent.
(a) Within fifteen (15) business days following the
Commencement Date and on the first day of each month thereafter, Lessee shall
pay to Lessor as rent EIGHT HUNDRED and 001100 DOLLARS ($800.00) per month
("Rent"). Rent for any fractional month at the beginning or at the end of the
Term or Renewal Term shall be prorated Rent shall be payable to Lessor at 000 Xx
Xxxxxx Xxxx, Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Xxxx Xxxxx.
(b) On each anniversary of the Commencement Date, Lessee
shall pay the then current Rent increased by percent (3%) of the Rent in effect
for the previous year.
6. Facilities; Utilities; Access
(a) Lessee has the right to erect, maintain and operate
on the Premises radio communications facilities, including without limitation an
air conditioned equipment room, utility lines, transmission lines, electronic
equipment, radio transmitting and receiving antennas and supporting equipment
and structures thereto ("Lessee Facilities"). In connection therewith, Lessee
has the right to do all work necessary to prepare, maintain and alter the
Premises for Lessee's business operations and to install transmission lines
connecting the antennas to the transmitters and receivers. All of Lessee's
construction and installation work shall be performed at Lessee's sole cost and
expense and in a good and workmanlike manner. In the event it is determined that
the installation, operation or removal of the Lessee Facilities causes any
damage to the roof or the membrane thereof, Lessee shall repair such damage at
its sole cost and expense within a reasonable time period after notice thereof
from Lessor. Lessee, at Lessor's option, may be required to paint the Lessee
Facilities to match the exterior color and finish of the Building. Title to the
Lessee Facilities shall be held by Lessee. All of Lessee Facilities shall remain
Lessee's personal property and are not fixtures. Lessee has the right to remove
all Lessee Facilities at its sole expense on or before the expiration or earlier
termination of the Agreement; provided, Lessee repairs any damage to the
Premises caused by such removal.
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(b) Lessee shall pay for the electricity it consumes in
its operations at the rate charged by the servicing utility company. Lessee
shall have the right to draw electricity and other utilities from the existing
utilities on the Property or obtain separate utility service from any utility
company that will provide service to the Property (including a standby power
generator for Lessee's exclusive use) Lessor agrees to sign such documents or
easements as may be required by said utility companies to provide such service
to the Premises, including the grant to Lessee or to the servicing utility
company at no cost to the Lessee, of an easement in, over across or through the
Land as required by such servicing utility company to provide utility services
as provided herein. Any easement necessary for such power or other utilities
will be at a location acceptable to Lessor and the servicing utility company.
(c) Lessee, Lessees employees, agents, and subcontractors
shall have access to the Premises, subject to reasonable restrictions
established from time to time by Lessor, on a twenty-four (24) hours a day,
seven days a week basis, at no charge above and beyond any direct costs to
Lessee for these provisions (including security charges) to permit off hours
access. Lessor grants to Lessee, and its agents employees, contractors, a
non-exclusive right and easement for pedestrian and vehicular ingress and egress
across that portion of the Land described in Exhibit B.
(d) Lessor shall maintain all access roadways from the
nearest public roadway to the Premises in a manner sufficient to allow
pedestrian and vehicular access at all times under normal weather conditions.
Lessor shall be responsible for maintaining and repairing such roadway, at its
sole expense, except for any damage caused by Lessee's use of such roadways.
7. Interference.
(a) Lessee shall operate the Lessee Facilities in a
manner that will not cause interference to Lessor and other lessees or licensees
of the Property, provided that their installations predate that of the Lessee
Facilities. All operations by Lessee shall be in compliance with all Federal
Communications Commission ("FCC") requirements.
(b) Subsequent to the installation of the Lessee
Facilities, Lessor shall not permit itself, its lessees or licensees to install
new equipment on the Property or property contiguous thereto owned or controlled
by Lessor, if such equipment is likely to cause interference with Lessee's
operations. Such interference shall be deemed a mater al breach by Lessor in the
event interference occurs, Lessor agrees to take all action necessary to
eliminate such interference, in a reasonable time period. In the event Lessor
fails to comply with this paragraph, Lessee may terminate this Agreement and/or
pursue any other remedies available under this Agreement, at law, and/or at
equity.
8. Taxes. If personal property taxes are assessed, Lessee shall
pay any portion of such taxes directly attributable to the Lessee Facilities.
Lessor shall pay all real property taxes, assessments and deferred taxes on the
Property.
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9. Waiver of Lessor's Lien.
(a) Lessor waives any lien rights it may have concerning
the Lessee Facilities, which are deemed Lessee's personal property and not
fixtures, and Lessee has the right to remove the same at any time without
Lessor's consent.
(b) Lessor acknowledges that Lessee has entered into a
financing arrangement including promissory notes and financial and security
agreements for the financing of the Lessee Facilities (the "Collateral") with a
third party financing entity (and may in the future enter into additional
financing arrangements with other financing entities) In connection therewith,
Lessor (i) consents to the installation of the Collateral; (ii) disclaims any
interest in the Collateral. as fixtures or otherwise; and (iii) agrees that the
Collateral shall be exempt from execution, foreclosure, sale, levy. attachment,
or distress for any Rent due or to become due and that such Collateral may be
removed at any time without recourse to legal proceedings.
10. Termination. This Agreement may be terminated without further
liability on thirty (30) days prior written notice as follows. (i) by either
party upon a default of any covenant or term hereof by the other party, which
default is not cured within sixty (60) days of receipt of written notice of
default, provided that the grace period for any monetary default is ten (10)
days from receipt of notice; or (ii) by Lessee for any reason or for no reason,
provided Lessee delivers written notice of early termination to Lessor no later
than thirty (30) days prior to the Commencement Date; or (iii) by Lessee if it
does not obtain or maintain any license, permit or other approval necessary for
the construction and operation of Lessee Facilities; or (iv) by Lessee if Lessee
is unable to occupy and utilize the Premises due to an action of the FCC,
including without limitation, a take back of channels or change in frequencies;
or (v) by Lessee if Lessee determines that the Premises are not appropriate for
its operations for economic or technological reasons, including, without
limitation, signal interference.
11. Destruction Or Condemnation. If the Premises or Lessee
Facilities are damaged, destroyed, condemned or transferred in lieu of
condemnation, Lessee may elect to terminate this Agreement as of the date of the
damage, destruction, condemnation or transfer in lieu of condemnation by giving
notice to Lessor no more than forty-five (45) days following the date of such
damage, destruction, condemnation or transfer in lieu of condemnation. If Lessee
chooses not to terminate this Agreement, Rent shall be reduced or abated in
proportion to the actual reduction or abatement of use of the Premises.
12. Insurance. Lessee, at Lessee's sole cost and expense, shall
procure and maintain on the Premises and on the Lessee Facilities, bodily injury
and property damage insurance with a combined single limit of al least One
Million and 001100 Dollars ($1,000,000.00) per occurrence. Such insurance shall
insure, on an occurrence basis, against liability of Lessee, its employees and
agents arising out of or in connection with Lessee's use of the Premises, all as
provided for herein. Lessor, at Lessor's sole cost and expense, shall procure
and maintain on the Property, bodily injury and property damage insurance with a
combined single limit of at least One Million Dollars ($1,000,000) per
occurrence. Such insurance shall insure, on an occurrence basis, against
liability of Lessor, its employees and agents arising out of or in connection
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with Lessor's use, occupancy and maintenance of the Property. Each party shall
be named as an additional insured on the other's policy. Each party shall
provide to the other a certificate of insurance evidencing the coverage required
by this paragraph within thirty (30) days of the Commencement Date.
13. Waiver of Subrogation. Lessor and Lessee release each other
and their respective principals, employees, representatives and agents, from any
claims for damage to any person or to the Premises or to the Lessee Facilities
thereon caused by, or that result from, risks insured against under any
insurance policies carried by the parties and in force at the time of any such
damage. Lessor and Lessee shall cause each insurance policy obtained by them to
provide that the insurance company waives all right of recovery by way of
subrogation against the other in connection with any damage covered by any
policy. Neither Lessor nor Lessee shall be liable to the other for any damage
caused by fire or any of the risks insured against under any insurance policy
required by Paragraph 12.
14. Assignment and Subletting. Lessee may not assign, sublet or
otherwise transfer all or any part of its interest in this Agreement or in the
Premises without the prior written consent of Lessor: provided, however, that
Lessee may assign its interest to its parent company, any subsidiary or
affiliate of it or its parent company or to any successor-in- interest or entity
acquiring fifty-one percent (51 %) or more of its stock or assets, subject to
any financing entity's interest, if any, in this Agreement as set forth in
Paragraph 9 above. Lessor may assign this Agreement upon written notice to
Lessee, subject to the assignee assuming all of Lessor's obligations herein,
including but not limited to, those set forth in Paragraph 9 above.
Notwithstanding anything to the contrary contained in this Agreement, Lessee may
assign, mortgage, pledge, hypothecate or otherwise transfer without consent its
interest in this Agreement to any financing entity, or agent on behalf of any
financing entity to whom Lessee (i) has obligations for borrowed money or in
respect of guaranties thereof, (ii) has obligations evidenced by bonds,
debentures, notes or similar instruments, or (iii) has obligations under or with
respect to letters of credit, bankers acceptances and similar facilities or in
respect of guaranties thereof.
15. Warranty of Title and Quiet Enjoyment. Lessor warrants that:
(i) Lessor owns the Property in fee simple and has rights of access thereto;
(ii) Lessor has full right to make and perform this Agreement; and (iii) Lessor
covenants and agrees with Lessee that upon Lessee paying the Rent and observing
and performing all the terms, covenants and conditions on Lessee's part to be
observed and performed, Lessee may peacefully and quietly enjoy the Premises.
Lessor agrees to indemnify and hold harmless Lessee from any and all claims on
Lessee's leasehold interest.
16. Repairs. Lessee shall not be required to make any repairs to
the Premises or Property unless such repairs shall be necessitated by reason of
the default or neglect of Lessee. Except as set forth in Paragraph 6(a) above,
upon expiration or termination hereof, Lessee shall restore the Premises to the
condition in which it existed upon execution hereof, reasonable wear and tear
and loss by casualty or other causes beyond Lessee's control excepted.
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17. Hazardous Substances. Lessee agrees that it will not use,
generate, store or dispose of any Hazardous Material on, under, about or within
the Land in violation of any law or regulation. Lessor represents, warrants and
agrees (1) that neither Lessor nor, to Lessor's knowledge, any third party has
used, generated, stored or disposed of, or permitted the use, generation,
storage or disposal of, any Hazardous Material on, under, about or within the
Land in violation of any law or regulation, and (2) that Lessor will not, and
will not permit any third party to use, generate, store or dispose of any
Hazardous Material on, under, about or within the Land in violation of any law
or regulation. Lessor and Lessee each agree to defend, indemnify and hold
harmless the other and the other's partners, affiliates, agents and employees
against any and all losses, liabilities, claims and/or costs (including
reasonable attorneys' fees and costs) arising from any breach of any
representation, warranty or agreement contained in this paragraph. As used in
this paragraph, "Hazardous Material" shall mean petroleum or any petroleum
product, asbestos, any substance known by the state in which the Land is located
to cause cancer and/or reproductive toxicity, and/or any substance, chemical or
waste that is identified as hazardous, toxic or dangerous in any applicable
federal, state or local law or regulation This paragraph shall survive the
termination of this Agreement.
18. Liability and Indemnity. Lessee shall indemnify and hold
Lessor harmless from all claims (including reasonable attorneys' fees, costs and
expenses of defending against such claims) arising from the negligence or
willful misconduct of Lessee or Lessee's agents or employees in or about the
Property. Lessor shall indemnify and hold Lessee harmless from all claims
(including reasonable attorneys' fees, costs and expenses of defending against
such claims) arising or alleged to arise from the acts or omissions of Lessor or
Lessor's agents, employees, licensees, invitees, contractors or other tenants
occurring in or about the Property. The duties described in Paragraph 18 survive
termination of this Agreement.
19. Miscellaneous
(a) This Agreement constitutes the entire agreement and
understanding between the parties, and supersedes all offers, negotiations and
other agreements concerning the subject matter contained herein. Any amendments
to this Agreement must be in writing and executed by both parties.
(b) If any provision of this Agreement is invalid or
unenforceable with respect to any party, the remainder of this Agreement or the
application of such provision to persons other than those as to whom it is held
invalid or unenforceable, shall not be affected and each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
(c) This Agreement shall be binding on and inure to the
benefit of the successors and permitted assignees of the respective parties.
(d) Any notice or demand required to be given herein
shall be made by certified or registered mail, return receipt requested, or
reliable overnight courier to the address of the respective parties set forth
below:
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Lessor: Lessee:
FIRST NATIONAL BANK, NEXTEL OF CALIFORNIA, INC.
a California corporation a Delaware corporation,
000 Xx Xxxxxx Xxxx d/b/a Nextel Communications
Xxxxx Xxx Xxxxxxxxx, XX 00000 0000 Xxxxx Xxxx., Xxxxx 000
Phone:(000) 000-0000 Xxxxxx Xxxxx, XX 00000
Attn: Xxxx Xxxxx Attn: Property Manager
With a copy to: Nextel Communications, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Attn: Legal Department, Contracts Manager
Lessor or Lessee may from time to time designate any other address for this
purpose by written notice to the other party.
(e) This Agreement shall be governed by the laws of the
State of California.
(f) Lessor acknowledges that a Memorandum of Agreement in
the form annexed hereto as Exhibit C will be recorded by Lessee in the Official
Records of the County where the Property is located. In the event the Property
is encumbered by a mortgage or deed of trust, Lessor agrees to obtain and
furnish to Lessee a non-disturbance and attornment instrument for each such
mortgage or deed of trust.
(g) Lessee may obtain title insurance on its interest in
the Premises. Lessor shall cooperate by executing documentation required by the
title insurance company.
(h) In any case where the approval or consent of one
party hereto is required, requested or otherwise to be given under this
Agreement, such party shall not unreasonably delay or withhold its approval or
consent.
(i) All Riders and Exhibits annexed hereto form material
parts of this Agreement.
(j) This Agreement may be executed in duplicate
counterparts, each of which shall be deemed an original.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
LESSOR: LESSEE:
FIRST NATIONAL BANK NEXTEL OF CALIFORNIA, INC.,
a California corporation a Delaware corporation,
d/b/a Nextel Communications
XXXX XXXXX
By: /s/ XXXX X. XXXXX By: /s/ XXXX XXXXXX
Date: 11/30/99 Date: Jan 08, 2000
Title: President & Chief Operating Title: Vice President Of Engineering
Officer Nextel of California Inc.
--------------------------- -----------------------------
Tax ID#: 00-0000000
-------------------------
XXXXX X. XXXXXX, XX.
By: /s/ XXXXX X. XXXXXX
Date: 11/30/99
Title: Senior Vice President and Chief Financial Officer
-------------------------------------------------
Tax ID#:
-------------------------------------------------
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EXHIBIT A
DESCRIPTION OF LAND
to the Agreement dated 11/30/ , 1999, by and between, FIRST NATIONAL
BANK, a California corporation, as Lessor and NEXTEL OF CALIFORNIA, INC., a
Delaware corporation, d/b/a Nextel Communications, as Lessee.
The Land is described and/or depicted as follows (metes and bounds description):
APN: 52195140 (page 1 of 2)
ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE COUNTY OF SAN MATEO,
STATE OF CALIFORNIA. DESCRIBED AS FOLLOWS:
CITY OF REDWOOD CITY
PARCEL I:
---------
XXX 0 XX XXXXX 0 XX XXXXX XX THAT CERTAIN MAP ENTITLED "MAP OF
RESUBDIVISION OF XXXXXX PARK", FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA ON JULY 8, 1908 IN
BOOK 6 OF MAPS AT PAGES 25 AND 26.
EXCEPTION THEREFROM THAT PORTION THEREOF DESCRIBED IN THE DEED FROM
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION TO XXXXX X. XXXXXXXXX, ET,
UX. RECORDED MARCH 15, 1963 IN BOOK 4412 AT PAGE 526 AS DOCUMENT NO.
71169-V OF OFFICIAL RECORDS.
PARCEL II:
----------
A PORTION OF LOT 1 IN BLOCK 2 AS SHOWN ON THAT CERTAIN MAP ENTITLED
"MAP OF RESUBDIVISION OF XXXXXX PARK": FILED IS THE OFFICE OF THE
COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA JULY 8, 1908
IN BOOK 6 OF MAPS AT PAGE 26, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAID XXX 0 XX XXX
XXXXXXXXXXXXX XXXX XX XXXXXXXX XXXXXX; THENCE ALONG SAID LINE OF
XXXXXXXX AVENUE NORTH 44(degree) 32' 30" EAST 44.55 FEET TO THE
SOUTHWESTERLY LINE OF LAND CONVEYED BY DEED FROM REDWOOD HIGHLANDS
COMPANY, LTD., TO STATE. OF CALIFORNIA. DATED FEBRUARY 25, 1937 AND
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RECORDED MARCH 26. 1937 IN BOOK 736 AT PAGE 270 OF OFFICIAL RECORDS;
THENCE ALONG SAID LINE OF PROPERTY SO CONVEYED TO STATE OF CALIFORNIA,
SOUTH 43(degree) 00' 63.12 FEET: THENCE SOUTH 44(degree) 32' 30" WEST
41.83 FEET TO THE SOUTHWESTERLY BOUNDARY OF SAID LOT 1: THENCE ALONG
SAID BOUNDRY OF LOT 1, NORTH 45(degree) 27' 30" WEST 53.06 FEET TO THE
POINT OF BEGINNING.
PARCEL III:
-----------
BEGINNING AT A POINT OF THE DIVIDING LINE BETWEEN LOTS 1 AND 2 IN BLOCK
1 AS SHOWN ON THAT CERTAIN MAP ENTITLED "MAP OF RESUBDIVISION OF XXXXXX
PARK FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY,
STATE OF CALIFORNIA ON JULY 8, 1908 IN BOOK 6 OF MAPS AT PAGES 25 AND
26. SAID POINT BEING DISTANT ON SAID LINE NORTH 45(degree) 27' 30" WEST
42.99 FEET FROM THE MOST SOUTHERLY. CORNER OF SAID LOT I, AS SHOWN ON
SAID MAP; THENCE POINT OF BEGINNING. CONTINUING ALONG SAID LINE
DIVIDING XXXX 0 XXX 0, XXXXX 00(xxxxxx)00' 00" XXXX 23.95 FEET; THENCE
LEAVING SAID LINE NORTH 44(degree) 31' 30'` EAST 41.83 FEET TO THE
SOUTHWESTERLY LINE OF EL CAMINO REAL AS WIDENED; THENCE ALONG SAID
SOUTHWESTERLY LINE SOUTH 43(degree) 00' EAST 23.92 FEET; THENCE LEAVING
SAID LINE SOUTH 44(degree) 28' 04' WEST 40.80 FEET TO THE POINT OF
BEGINNING AND BEING A PORTION OF LOT 1 IN BLOCK 2 AS SHOWN ON SAID MAP.
PARCEL IV:
----------
BEGINNING AT A POINT ON THE DIVIDING LINE BETWEEN LOTS 1 AND 2 IN BLOCK
AS SHOWN ON THAT CERTAIN MAP ENTITLED "MAP OF RESUBDIVISION OF XXXXXX
PARK", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY,
STAT OF CALIFORNIA ON JULY 8, 1908 IN BOOK 6 OF MAPS AT PAGES 25 AND
26, SAID POINT DISTANT ON SAID LINE NOTRH 45(degree) 27' 30" WEST 42.99
FEET FROM THE MOST SOUTHERLY CORNER OF SAID LOT 1, AS SHOWN ON SAID
MAP; THENCE FROM SAID POINT OF BEGINNING, LEAVING SAID LINE SOUTH
44(degree) 28' 04" 0.36 FEET; THENCE NORTH 45(degree) 10' 17" WEST
23.95 FEET; THENCE NORTH 44(degree) 32' 30" EAST 0.24 FEET. TO A POINT
ON SAID LINE DIVIDING LOTS 1 AND 2; THENCE ALONG SAID LNIE SOUTH
45(degree) 27' 30" EAST 23. 95 FEET TO THE POINT OF BEGNNING AND BEING
A PORTION OF LOT 2 IN BLOCK 2 AS SHOWN ON SAID MAP.
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PARCEL IV:
----------
BEGINNING AT A POINT IN THE DIVIDING LINE BETWEEN LOTS 1,2 AND 5 IN
BLOCK 2 AND WHICH POINT IS ALSO THE MOST SOUTHERLY CORNER OF 1, AS
SHOWN ON THAT CERTAIN MAP ENTITLED " MAP OF RESUBDIVISION OF XXXXXX
PARK", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY,
STATE OF CALIFORNIA ON JULY 8, 1908 IN BOOK 6 0F MAPS AT PAGES 25 AND
26; THENCE FROM SAID POINT OF BEGINNING NORTH 45(degree) 27' 30" WEST
43.03 FEET ALONG THE DIVIDING LINE BETWEEN LOTS 1 AND 2; THENCE NORTH
44(degree) 32' 30" EAST 40.81 FEET TO A POINT ON THE SOUTHWESTERLY LINE
OF EL CAMINO REAL AS WIDENED; THENCE ALONG SAID LINE SOUTH 43(degree)
00' EAST 43.07 FEET TO A POINT ON THE DIVIDING LINE BETWEEN LOTS 1 AND
5 AS SHOWN ON THE AFOREMENTIONED MAP; THENCE SOUTH 44(degree) 32' 30"
WEST.38.96 FEET ALONG SAID DIVIDING LINE TO THE POINT OF BEGINNING AND
BEING A PORTION OF LOT 1 IN BLOCK 2 AS SHOWN ON SAID MAP.
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EXHIBIT B
DESCRIPTION OF PREMISES
to the Agreement dated NOV. 20, 1999, by and between FIRST NATIONAL
BANK, a California corporation, as Lessor and NEXTEL OF CALIFORNIA, INC., a
Delaware corporation, d/b/a Nextel Communications, as Lessee.
The Premises are described and/or depicted as follows:
[GRAPHIC OMITTED]
Notes:
-----
1. This Exhibit may be replaced by a land survey of the Premises once it
is received by Lessee.
2. Setback of the Premises from the Land's boundaries shall be the
distance required by the applicable governmental authorities
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3. Width of access road shall be the width required by the applicable
governmental authorities, Including police and fire departments.
4. The type, number and mounting positions and locations of antennas and
transmission lines are illustrative only Actual types, numbers, mounting
positions may vary from what is shown above.
5. The location of any utility easement is illustrative only. Actual
location shall be determined by the servicing utility company in compliance with
all local laws and regulations.
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EXHIBIT C
MEMORANDUM OF AGREEMENT
CLERK: Please return this document to:
NEXTEL OF CALIFORNIA, INC.
0000 Xxxxx Xxxx., Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Attn: Property Manager
This Memorandum of Agreement is entered into on this 30 day of
November, 1999, by and between FIRST NATIONAL BANK, a California corporation
with an address at 000 Xx Xxxxxx Xxxx, Xxxxx Xxx Xxxxxxxxx, XX 00000
(hereinafter referred to as "Lessor") and NEXTEL OF CALIFORNIA, INC., a Delaware
corporation, d/b/a Nextel Communications, with an office at 0000 Xxxxx Xxxx.,
Xxxxx 000, Xxxxxx Xxxxx, XX 00000, (hereinafter referred to as "Lessee")
1. Lessor and Lessee entered into a Communications Site Lease Agreement
("Agreement") on the day of 1999, for the purpose of installing, operating and
maintaining a radio communications facility and other improvements. All of the
foregoing are set forth in the Agreement.
2. The term of this Agreement shall be five (5) years commencing on the
date Lessee begins construction of the Lessee Facilities or eighteen (18) months
following full execution of this Agreement, whichever first occurs
("Commencement Date") and terminating on the fifth anniversary of the
Commencement Date (the "Term") unless otherwise terminated as provided in
Paragraph 10. Lessee shall have the right to extend the Term for five (5)
successive five (5) year periods (the "Renewal Terms") on the same terms and
conditions as set forth herein This Agreement shall automatically be extended
for each successive Renewal Term unless Lessee notifies Lessor of its intention
not to renew prior to commencement of the succeeding Renewal Term.
3. The Land which is the subject of the Agreement is described in Exhibit
A annexed hereto. The portion of the Land being leased to Lessee (the
"Premises") is described in Exhibit B annexed hereto.
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IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of
the day and year first above written.
LESSOR: LESSEE:
FIRST NATIONAL BANK NEXTEL OF CALIFORNIA, INC.,
a California corporation a Delaware corporation,
d/b/a Nextel Communications
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AMENDMENT NO. 1
THIS AMENDMENT NO, 1 ("Amendment") is attached to and made a part of
that certain Communications Site Lease Agreement ("Agreement") dated November
30, 1999, by and between NEXTEL OF CALIFORMA, ING., a Delaware corporation,
d/b/a Nextel Communications ("Lessee") and FIRST NATIONAL BANK, a California
Corporation ("Lessor").
Unless expressly defined herein, the terms in this Amendment shall have
the same meaning as in the Agreement. In case of any inconsistencies between the
terms and conditions contained in the Agreement and the terms and conditions
contained herein, the terms and conditions herein shall control. Except as set
forth below, all provisions of the Agreement remain unchanged and in full force
and effect.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. That Exhibit B of the Agreement is hereby deleted in its entirety and
replaced with the attached construction drawings as the Revised Exhibit B
attached hereto and made a part hereof.
2. Under Paragraph 1(a) of the Agreement, the following language shall be
deleted in its entirety: "Lessor hereby leases to Lessee and Lessee leases from
Lessor approximately Two Hundred Ten (210) square feet of space on the roof of
the Building for the placement of its equipment shelter and space on the roof of
the building for the placement of up to twelve (12) panel antennas and all
access and utility easements (collectively, the "Premises"), as described in
Exhibit B annexed hereto," and shall be replaced with the following: "Lessor
hereby leases to Lessee and Lessee leases from Lessor approximately Four Hundred
and Twenty-Five (425) square feet of space on the roof of the Building for the
placement of its equipment shelter and space on the roof of the building for the
placement of up to twelve (12) panel antennas and all access and utility
easements (collectively, the "Premises"), as described in the Revised Exhibit B
annexed hereto."
3. Under Paragraph S(a) of the Agreement, the following language shall be
deleted in its entirety: "Within fifteen (15) business days following the
Commencement Date and on the first day of each month thereafter, Lessee shall
pay to Lessor as rent EIGHT HUNDRED and 00/100 DOLLARS ($800.00) per month
("Rent")," and shall be replaced with the following: "Within fifteen (15)
business days following the Commencement Date and on the first day of each month
thereafter, Lessee shall pay to Lessor as rent ONE THOUSAND THREE HUNDRED AND
FIFTY and 00/100 DOLLARS ($1,350.00) per month ("Rent")."
4. At the end of Paragraph 6(b) of the Agreement, the following language
shall be added: "if Lessee submeters utilities, Lessee shall reimburse the
Lessor for the cost of utility service provided to the Premises and attributable
to Lessee's use ("Utility Charge"). Lessee shall pay the estimated cost of the
Utility Charge monthly in advance together with the monthly Rent. The parties
estimate the Utility Charge at the Commencement Date to be THREE HUNDRED and
16
00/100 DOLLARS ($300.00) per month. Semi-annually Lessee shall adjust the
Utility Charge to reflect the actual electrical usage by Lessee. If Lessee has
made overpayments on the Utility Charge, Lessee shall credit such overpayment
against future Utility Charges. If Lessee has underpaid the Utility Charge
Lessee shall adjust the Utility Charge to include such underpayment, and, if
requested by Lessee, Lessor shall supply to Lessee supporting documentation
verifying the actual usage of electricity by Lessee."
5. Following the second sentence of Paragraph 6(b), the following language
shall be added: "In the event that Lessee brings a temporary standby generator
onto the Property, Lessee shall pay Lessor THIRTY and 00/100 DOLLARS ($30.00)
per day, as compensation for the parking space that Lessee will be occupying for
the use of the generator."
***SIGNATURES ON FOLLOWING PAGE***
17
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed on the
______day of ________________, 2000.
LESSOR: LESSEE:
FIRST NATIONAL BANK NEXTEL OF CALIFORNIA, INC.,
a California corporation a Delaware corporation,
d/b/a Nextel Communications
By: /s/ XXXX X. XXXXX By: /s/ XXXXX XXXXXXX
------------------------------ ------------------------------
Xxxx Xxxxx Xxxxx Xxxxxxx
Title: President & Chief Operating Title: Area VP of Engineering and
Officer Operations
------------------------------ ------------------------------
Date: 8/15/00 Date: 8/28/00
By: /s/ XXXXX X. XXXXXX
------------------------------
Xxxxx X. Xxxxxx, Xx.
Title: Senior Vice President and Chief
Financial Officer
-------------------------------
Date: 8/15/00
18
Nextel Communications
0000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx
Xxxxx, XX 00000
000 000-0000 FAX 000 000-0000
NEXTEL
SENT VIA FEDERAL EXPRESS
------------------------
September 29, 2000
First National Bank,
a California corporation
Attention: Xxxx Xxxxx
000 Xx Xxxxxx Xxxx
Xxxxx Xxx Xxxxxxxxx, XX 00000
Re: Nextel Site #: CA-II 7411/ Wellesey Park
Communications Site Lease Agreement dated November 30. 1999
("Agreement"), between NEXTEL OF CALIFORNIA, INC., a Delaware
corporation, d/b/a Nextel Communications ("Nextel ") and FIRST NA TIONL
BANK, a California corporation ("Lessor")
Dear Xx. Xxxxx:
Pursuant to our conversation on Tuesday, September 26, 2000, Nextel and Lessor
are in agreement that the letter sent by Nextel to Lessor, dated August 28,
2000, sets forth an incorrect Commencement Date due to construction changes at
the site. Nextel started construction once all parties were m agreement, on
August 31, 2000. Therefore the correct Commencement Date is August 31, 2000.
In addition, a check was sent to Lessor for said monthly rent and utilities in
the amount of Eight Thousand Thirty Seven and 21/100 Dollars ($8037.21),
covering from May 5, 2000. through September 30, 2000. Please return that check
to me, so that I may send the revised amount of Two Thousand Seven Hundred
Fourty-Three and 551100 Dollars ($2743.55), covering August 31, 2000, through
October 31, 2000.
Please sign below as your acknowledgement of the correct Commencement Date and
return this letter in the enclosed envelope. If you have any questions regarding
your Agreement, please call me at (000) 000-0000. We appreciate being your
tenant.
Sincerely,
/s/ XXXX XX XXXX
------------------------------
Xxxx Xx Xxxx
Xx. Property Administrator AGREED TO AND ACCEPTED:
Enclosure By: /s/ XXXX X. XXXXX
------------------------------
Xxxx X. Xxxxx
Title: President
------------------------------
cc: Site Leasing Services Date: 10/2/00
Site Book ------------------------------
PM File
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