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MINUTES - 08122003 - C.102-C.104
TO, BOARD OF SUPERVISORS FROM: William Waller,M.D.,Health Services Director � y Centra By: Ginger Marieiro,Contracts Administrator Costa DATE: , July 30, 2003 County SUBJECT: Approval of Contract Amendment Agreement#23-316-2 with The Data Systems Group SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOM +N ATI : Approve and authorize the Health Services Director to execute on behalf of the County, Contract Amendment Agreement # 3-316-2 with The Data Systems Group (DSG), a corporation, effective August 1, 2003, to amend Contract #23-316 (as amended by Contract Amendment Agreement #23-316-1), to increase the Contract payment limit by $110,000, from $300,000 to a new total of $410,000 and extend the Contract term through August 31, 2004. FISCAL PACT: This Contract is revenue offset through the combined use of Federally Qualified Health Center revenues and the Federal CAP grant. On August 14, 2001, the Board of Supervisors approved Contract #23-316 (as amended by Contract Amendment Agreement #23-316-1) with The Data Systems Group for the period from August 15, 2001 through August 14, 2003, to license, install, and support Electronic Claims and Remittance System software. Approval of Contract Amendment Agreement #23-316-2 will allow the Contractor to continue providing services through August 31,2004, CONTINUED ONAM0MNT• YES. SIGNAT r RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE --A PROVE -. OTHER s ACTION OF BOARD APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS t' I HEREBY CERTIFY THAT THIS IS A TRUE UNANIMOUS (ABSENT } AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN OF SUPERVISORS ON THE DATE SHOWN. ATTESTED '`vim. 'i #d:-J- JOHN SWC EN,CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR Contact-Person: Pat Godley 370-5007 CC: Health Services Dept. (Contracts) s Auditor-Controller Risk Management BY '-- 'l DEPUT) Contractor TO: BOARD OF SUPERVISORS FROM: MAURICE SHIU, PUBLIC WORKS DIRECTOR. DATE: August 12, 2003 SUBJECT: Joint Exercise of Powers Agreement (JFPA) between Contra Costa County and Contra Costa Water District. Project# 7517-6W-7208 SPECIFIC REQUESTS)OR kEC7MMENDATICJN(S)&BACKGROUND AND JUSTIFICATION L Recommended Action: APPROVE and AUTHORIZE the Public Works Director, or designee, to execute a Joint Exercise of Powers Agreement (JFPA) with Contra Costa Water District, in the amount of$75,000, to provide technical assistance to the Contra Costa County Public Works Department, and the County Clean Water Program for the implementation of"The Water You Play In Is The Water You Drink" ( CALFED/SWRCB Proposition 13, Drinking Water grant Program) for the period June 26, 2003 through March 31, 2006. (25% County Stormwater Fees and 75% CALFED/SWRCB Proposition 13, Drinking Water Grant Funds) (All Districts) Continued on Attachment: X SIGNATURE: �_RECOMMENDATION OF BOARD COMMITTEE PROVE OTHER SIGNATURE S ACTION OF BO!"a GVLWS'I; 1.2, 2003 APPROVED AS RECOMMENDED X OTHER f I hereby certify that this is a true and correct VOTE OF SUPERVISORS copy of an action taken and entered on the minutes UNANIMOUS(ABSENT �i } of the Board of Supervisors on the date shown. AXES: NOES: ABSENT: ABSTAIN: ATTESTED: 12r ')nn-1 NS: jd Ordm\2003 BOUEPA CCWD-CWP 8-12.03.doc JOHN SWEETEN',Clerk of the Board Orig.Div: Public Works Flood Control of Supervisors and County Administrator Contact: Tonya Redfield(313-2313) cc: CAO ° County Counsel PW AccouountiBy ._a. .. r':.,�...., a.i�4w`s. __ ,Deputy SUBJECT: Joint Exercise of Powers Agreement(JEPA)between Contra Costa County and Contra Costa Water District. Project# 7517-6W-7208 DATE: August 12, 2003 PAGE: 2 IL Financial Imp There is no impact to the General Fund. Funding will be provided through two sources,25%from Stormwater Utility Fees and 75% from a Proposition-13 Drinking Water grant awarded to the Contra Costa Public Works Department, County Clean Water Program, from the State Water Resource Control Board/CALFED. The Grant funding is expected to be received in Novermber, 2003. III. Reasons for Recommendations and Background: Contra Costa County is home to approximately 19% of California's 880,000 registered boaters and at the same time the Delta, including the County, is the primary drinking water source for 450,000 residents, drawn from two intake facilities (Old River and Rock Slough), within the Grant Project boundary. Further, over 22 million Californians, including over 2 million in the Bay Area, receive part of their drinking water from the State Water Project's facilities located in the southern Delta. The Contra Costa County Public Works Department's Clean Water Program was awarded a Proposition 13 Grant ($986,000) from the State Water Resource Control Board/CALFED in September, 2002 to administer a two and a half year program that includes studying and then implementing actions that will reduce harmful pathogens and other microbials in the Delta that can negatively impact drinking water quality and beneficial uses. Specifically, the Grant Program will target the cumulative impacts of pathogens (overboard sewage discharge and pet waste), petroleum hydrocarbons (MTBE containing fuel, oil, contaminated bilge water, and solvents), and other liquid wastes (engine and hull maintenance and general marina activities) generated during recreational boating and marina activities. The Grant Program, titled "The Water You Play In Is The Water You Drink", is a pollution prevention program that will use education and infrastructure to understand and influence recreational boater behavior and marina operations to preserve and protect drinking water quality, beneficial uses, and the environmental health in the Delta. Due to the technical nature of specific project deliverables, the County will partner with the Contra Costa Water District to obtain technical assistance. Specifically, the Water District will develop and institute a Quality Assurance Protection Plan and Program Assessment and Evaluation Plan, interpret water sample data collected by a selected contractor, administer a technical review process, and provide other technical assistance as needed. IV. Consequences of Negative Action: If the JEPA is not approved, the Contra Costa County Public Works Department's Clean Water Program, will not be in compliance with the SWRCB and CALFED's contract specifications for technical products and deliverables, thus violating the contract, risking recall of funding. JOINT EXERCISE OF POWERS AGREEMENT BETWEEN CONTRA COSTA COUNTY AND CONTRA COSTA WATER DISTRICT TO PROVIDE TECHNICAL ASSISTANCE FOR THE INSTITUTION OF THE STATE WATER RESOURCE CONTROL BOARD/CALFED PROP 13 GRANT PROGRAM This AGREEMENT is effective as of the 2e day of June, 2003, and is entered into by and between the COUNTY OF CONTRA COSTA, a political subdivision of the State of California, herein referred to as "CONTRA COSTA," and the CONTRA COSTA WATER DISTRICT, a California county water district, hereinafter referred to as the "DISTRICT", pursuant to Government Code section 8500, and who mutually agree and promise as follows; The parties to this Joint Exercise of Powers Agreement (JEPA) mutually agree and promise as follows: 1. Pu=sa and r, pa of Work, CONTRA COSTA is home to approximately 19% of California's 884,400 registered boaters and at the same time the Delta, including CONTRA COSTA, is the primary drinking water source for 450,000 residents, drawn from two intake facilities (Old River and Rock Slough), within the Grant Project boundary. Further, over 22 million Californians, including over 2 million in the Bay Area, receive part of their drinking water from the State Water Project's facilities located in the southern Delta. CONTRA COSTA received a Proposition 13 Grant ($985,000) from the State Water Resource Control Board in September, 2002 to administer a program that includes studying and then implementing actions that will reduce harmful pathogens and other microbials in the Delta that can negatively impact drinking water quality and beneficial uses. Specifically, the Grant Program will target the cumulative impacts of pathogens (overboard sewage discharge and pet waste), petroleum hydrocarbons (MTBE containing fuel, oil, contaminated bilge water, and solvents), and other liquid wastes (engine and hull maintenance and general marina activities) generated during recreational boating and marina activities. The Grant Program, titled "The Water You Play In is The Water You Drink", is a pollution prevention program that will use education and infrastructure to understand and influence recreational boater behavior and marina operations to preserve and protect drinking water quality, beneficial uses, and the environmental health in the Delta. Due to the technical nature of specific components of the Grant Program, CONTRA COSTA will partner with the DISTRICT to obtain technical assistance. Specifically, the DISTRICT will develop and institute a Quality Assurance Protection Plan and Program Assessment and Evaluation Plan, interpret water sample data collected by a selected contractor, administer a peer review process, and provide other technical assistance as needed. 2. MethcLd A. The DISTRICT shall perform the following activities: 1 (1) Prepare and oversee the administration of the Quality Assurance Project Plan (QAPP) to meet program specification under the Grant Program set by the State Regional Water Quality Control Board (SWRCB) and CALFED: The District may utilize administrative and technical resources of CONTRA COSTA to assist with this task as needed. The DISTRICT will incorporate any required revisions necessary to gain approval of the QAPP. (2) Prepare and oversee the administration of the Project Assessment and Evaluation Plan (PREP) to meet program specification under the Grant Program set by the SWRCB and CALFED. (3) Act as the liaison between CONTRA COSTA and the selected water quality sampling and laboratory contractors to verify proper handling protocols pursuant to the QAPP, and will compile and analyze data to be included in quarterly and annual reports to the SWRCB and CALFED. (4) Review and comment on quarterly and annual reports for submittal by CONTRA COSTA to the SWRCB and CALFED. (5) Administer a technical review process provided that any coasts associated with retaining independent experts such as stipend and travel costs will be paid by CONTRA COSTA. (6) Provide general technical assistance on an as-needed basis for the duration of the Grant Program, ending in March 31, 2006. B. CONTRA COSTA shall perform the following activities: (1) CONTRA COSTA, as lead agency, will manage and administer the Grant Program. (2) Enter into agreements with selected contractor(s) to provide water quality sampling and lab analysis services. (3) Make available to the District all results and Information received from the QAPP and PAEP, and all information necessary to complete the QAPP and PAEP. (4) Distribute copies of all quarterly and annual reports to the DISTRICT for review and submittal to the SWRCB and CALFED. (5) Distribute copies of the fully executed JEPA to the DISTRICT. 3. Financial Ras2anslhili�ir,., A. CONTRA COSTA shall. (1) Pay all costs for technical assistance services rendered by the 2 DISTRICT for the Grant Program, not to exceed a total amount of $75,000. (2) Reimburse the DISTRICT for sampling and laboratory costs related to this project, as pre-approved by CONTRA COSTA. (3) Direct the Contra Costa County Public Works Director/General Manager and the Contra.Costa County Auditor/Controller to establish a separate account for this JEPA. (4) Submit payments to the DISTRICT within 30 days of receipt of invoices submitted by the DISTRICT. B. Each Agency shall pay their. (1) Own agency costs associated with their individual participation in this JEPA outside of the specified tasks to be performed by the DISTRICT. 4. Strpl ;_�nney_ After the completion of the purposes of this Agreement, any surplus money on hand shall be returned in proportion to the contribution made by the parties hereto. 5. Inrr'inw and Hold Harmless A. The contract documents for all contractors and subcontractors shall include provisions requiring the successful bidder to: (1) Secure and maintain in full farce and effect, during the existence of .this JEPA and the consultant contract, worker's compensation and public liability and property damage insurance in forms and limits of liability satisfactory to the DISTRICT and CONTRA COSTA, and naming the DISTRICT and CONTRA COSTA, their respective governing bodies, officers, agents, and employees as additional insureds. (2) Promise to defend, hold harmless and indemnify the DISTRICT and CONTRA COSTA, their 'respective governing bodies, officers, agents, and employees from all claims, suits, actions, or liability arising out of its performance under the consultant contract(s). (3) The aforementioned policies shall contain a provision that the insurance afforded thereby to the additional insureds shall be primary insurance to the full limits of the policy. If any of the additional insureds has other insurance or self-insurance against a lass covered by such policy, such insurance or self-insurance shall be excess insurance only. Before beginning work under the consultant contract, the consultant shall submit to CONTRA COSTA and the DISTRICT, a certificate of insurance issued by the insurer evidencing the required coverage and requiring the carrier to give at 3 Y least thirty (30) days written notice to CONTRA COSTA and the DISTRICT, of any cancellation, non-renewal, or material modification of the policy. CONTRA COSTA shall be responsible for ensuring that this requirement has been met before authorizing the consultant work to proceed. CONTRA COSTA shall obtain additional insured certificates or other written evidence satisfactory to parties to this JEPA and confirming that these parties have been named as additional Insureds on each of the liability policies. B. Neither CONTRA COSTA, nor any officer, agent, or employee thereof, shall be responsible for any damage or liability to the extent occurring by reason of anything done,or omitted to be done by the DISTRICT in connection with any work delegated to the DISTRICT under this JEPA, and to the extent not covered by the above described insurance the DISTRICT shall defend, indemnify, save, and hold harmless CONTRA COSTA, its governing body, officers, agents, and employees,from the same. C. Neither the DISTRICT, nor any officer, agent, or employee thereof, shall be responsible for any damage or liability to the extent occurring by reason of anything done, or omitted to be done by CONTRA COSTA in connection with any work delegated to CONTRA COSTA under this JEPA, and to the extent not covered by the above described insurance, CONTRA COSTA shall defend, indemnify, save, and hold harmless the DISTRICT, its governing body, officers, agents, and employees, from the same. D. CONTRA COSTA acknowledges that entry into the project area carries with it a certain risk and agrees to release the DISTRICT, its officers, employees, consultants, and agents, from any liability for death, or injury to, CONTRA COSTA representative(s) while present in project-related construction areas, except for liability resulting from the active negligence or willful misconduct of the DISTRICT. E. Nothing in this JEPA is intended or shall be construed to affect the legal liability of either party to third parties by imposing any standard of care greater than that imposed by law. 6. Acceptance, CONTRA COSTA and the DISTRICT shall conduct a final review of the QAPP, PAEP and the Final Report when completed. After the DISTRICT and CONTRA COSTA have determined that the work performed by the contractor has been completed to their satisfaction, CONTRA COSTA shall accept the QAPP, PAEP and the Final Report as complete for itself and for the DISTRICT. The DISTRICT shall not unreasonably withhold or delay its determination of the QAPP, PAEP and the Final Report completion. 7. A=tintahil}tv. As required by Government Code Section 6505, CONTRA COSTA shall provide strict accountability of all funds received and disbursed under this JEPA, 8. Ag ee :t,N.la if tion. This JEPA shall be subject to modification only with the written consent of the legislative bodies of both parties. Neither party shall unreasonably withhold its consent to modification for the implementation and accomplishment of the overall purpose for which this agreement is made. 4 y - 4 g. A r��entr,Termi icon. Unless terminated earlier through the mutual, written consent of the parties, this agreement shall terminate upon final payment by CONTRA COSTA of any outstanding costs clue to the DISTRICT, except for the provisions of Sections 413 and 4C above, which shall survive termination of this agreement. 1 t}.Fri ire Aareament. This JEPA contains the entire understanding of the parties relating to the subject matter of this JEPA. Any representation or promise of the parties relating to the project shall not be enforceable unless it is contained in this EPA or in a subsequent written modification of this .TEPA executed by the legislative bodies of both parties. 11.Notices. All notices (including requests, demand, approvals or other communications) under this Agreement shall be in writing. A. Notice shall be sufficiently given for all purposes as follows: (1) When delivered by first class mail, postage prepaid, notice shall be deemed delivered three (3) business days after deposit in the United States Mail. (2) When mailed by certified mail with return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt. (3) When delivered by overnight delivery by a nationally recognized overnight courier, notice shall be deemed deliverable one (1) business day after deposit with that courier. (4) When personally delivered to the recipient, notice shall be deemed delivered on the date personally delivered. B. The place for delivery of all notices given under this Agreement shall be as follows: Contra Costa County, Public Works Department Attn: Maurice Shiu, Director 255 Glacier Drive Martinez, CA 94553-4825 Contra Costa County, Public Works department County Clean Water Program 255 Glacier Drive Martinez, CA 94553-4825 Contra Costa Water District Attn: David Briggs, Ph.D., P.E. 1331 Concord Avenue Concord, CA 94524-2499 Or to such other addresses as CONTRA COSTA and DISTRICT may respectively designate from time to time by written notice to the other. 5 CONTRA COSTA COUNTY PUBLIC CONTRA COSTA WATER 'DISTRICT WORKS DEPARTMENT 1331 Con venue 255 Glacier Drive P.O. Bo20 Martinez, CA 94553-4825 Conco , CA 9452 099 By t��` r `^-+ By E� -ef-Stperuisers President, Board of Directors ATTEST: John Sweeten, Clerk of the Board of Form Approved. Supervisors and County Administrator By By Deputy District Counsel Recommend for Approval: Maurice M. Shiu, Public Works Director r Approved: Silvano B. Marchesi County Counsel By Deputy 6 TO: BOARD OF SUPERVISORS .. CONTRA FROM: BARTON J. GILBERT, DIRECTOR OF GENERAL SERVICES _ COSTA TA DATE: AUGUST 12, 2003 COUNTY SUBJECT: REVENUE LEASE WITH THE STATE OF CALIFORNIA FOR THE NADEEN PEAK COMMUNICATIONS SITE (T00262) SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATION 1. APPROVE a Revenue Lease, commencing August 1, 2003, with the State of California for a portion of the premises at the County's Nadeen Peak Communication Site, Crockett, California, under the terms and conditions more particularly set forth in the Lease. 2. AUTHORIZE the Director of General Services, or designee, to EXECUTE the Lease and any extensions on behalf of the County. FINANCIAL IMPACT Although this is a revenue lease, no revenues will be received from the State for approximately ten years. The State will receive a "rent credit" equal to the amount the State expends for site improvements estimated to be approximately $300,000. At the end of the rent credit period, revenues will be generated from the State of approximately $30,000 per year. Additional revenue may be generated from other future potential occupants who use the site improvements. BACKGROUND The State of California's Department of Transportation has requested the use of a portion of the County's communications site to install a communications vault and an antenna tower for the State and County's use. Upon completion of the improvements and acceptance by the County, the improvements will become County property. In exchange, the County will initially provide a rent credit to the State. Upon the expiration of the credit the State will pay a monthly rent. The remaining space in the vault and on the tower will be used by the County for its own equipment or to generate revenue from other users of the facilities. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR -RECOMMENDATION OF BOARD COMMITTEE PPROVE OTHER 7 r SIGNATURES: ACTION OF BOA AiRTT 9.2, 2(33 APPROVED AS RECOMMENDED X OTHER VOTE OF SUPERVISORS X UNANIMOUS(ABSENT NM 1 AYES: NOES: ABSENTS: ABSTAIN: MEDIA CONTACT:BARTON J.GILBERT(313-7100) Originating Dept.:General Services Department cc: General Services Department I HEREBY CERTIFY F AN A 1S A TRUE AND CORRECT COPYY OF OF Lease Management Division ACTION TAKEN AND ENTERED ON THE MINUTES OF THE BOARD Accounting OF SUPERVISORS ON THE DATE SHOWN. Auditor-Controller(via LIM) Risk Management(via UM) ATTESTED_AUG MS'T 12, W03 DOIT(via LIM) JOHN SWEETEN,CLERK OF THE BOARD OF SUPERVISORS State of California (via UM) �1 {) ND COUNTY ADMINISTRATOR BYDEPUTY 1:1LeaseMgtISTEVE1NadeenPeakStatebdol.doc SBV:tb Page 1 of 1 M382(10/88) TO: BOARD OF SUPERVISORS CONTRA FROM: BARTON J. GILBERT, DIRECTOR OF GENERAL SERVICESQO COSTA DATE: AUGUST 12, 2003 COUNTY suOJECT: REVENUE LEASE WITH THE STATE OF CALIFORNIA FOR THE NADEEN LEAK COMMUNICATIONS SITE (T00262) SPECIFIC REQUEST(s)OR RECOMMENDATION($)&BACKGROUND AND JUSTIFICATION RECOMMENDATION 1. APPROVE a Revenue Lease, commencing August 1, 2003, with the State of California for a portion of the premises at the County's Nadeen Peak Communication Site, Crockett, California, under the terms and conditions more particularly set forth in the Lease. 2. AUTHORIZE the Director of General Services, or designee, to EXECUTE the Lease and any extensions on behalf of the County. FINANCIAL. IMPACT Although this is a revenue lease, no revenues will be received from the State for approximately ten years. The State will receive a rent credit" equal to the amount the State expends for site improvements estimated to be approximately $300,000. At the end of the rent credit period, revenues will be generated from the State of approximately $30,000 per year. Additional revenue may be generated from other future potential occupants who use the site improvements. BACKGROUND The State of California's Department of Transportation has requested the use of a portion of the County's communications site to install a communications vault and an antenna tower for the State and County's use. Upon completion of the improvements and acceptance by the County, the improvements will become County property. In exchange, the County will initially provide a rent credit to the State. Upon the expiration of the credit the State will pay a monthly rent. The remaining space in the vault and on the tower will be used by the County for its own equipment or to generate revenue from Cather users of the facilities. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMITTEE _,--APPROVE OTHER SIGNATURES QLz�_ a-'eta" ACTION OF BOA Allr4 S t' 12, 2003 _ APPROVED AS RECOMMENDED OTHER- VOTE OF SUPERVISORS UNANIMOUS(ABSENT AYES. NOES: ABSENTS: ABSTAIN. MEDIA CONTACT:BARTON J.GILBERT(313-7100) Originating Dept.:General Services Department cc: General Services Department l HEREBY CERTIFY THAT THIS IS A TRUE Leese Management Division AND CORRECT COPY OF IACTION TAKEN AND ENTERED ON THE MINUTES OF THE BOARD Accounting . OF SUPERVISORS ON THE DATE SHOWN. Audltor-Controller(via UM) Risk Management(via UM) ATTESTEDA11M 12, 2003 DOiT(via L/M) JOHN SWEETEN,CLERK of THE BOARD OF SUPERVISORS State of California (via UM) NO COUNTY ADMINISTRATOR '� r" "i W_ G-£ -a^44_6 BYIvotJy ,U." D€DUTY l:lLeaseMgtISTEVE\NadeenPeekStatebdol,doc SBV:tb Page 1 of 1 M382(10188) LEASE AGREEMENT NADEEN PEAK CROCKETT, CALIFORNIA FOR THE STATE OF CALIFORNIA THIS LEASE is made and entered into effective August 12, 2003, by and between THE COUNTY OF CONTRA COSTA, a political subdivision of the State of California, hereinafter called "COUNTY", and THE STATE OF CALIFORNIA, DEPARTMENT OF TRANSPORTATION, hereinafter called "STATE". WITNESSETH WHEREAS, HELEN BECKER, a married woman dealing with her separate property; BERNICE BORADORI, a widow; MAXINE HAGAR, a single woman; JOHN V. HOOK, also known as JOHN HOOK., a widower; JOHN V. HOOK., as Executor U/W and by final decree of Final Distribution of Estate of MARY WILLIAMS, deceased; STANLEY ROCHE, a married man dealing with his separate property; and WOODROW ROCHE, a single man (collectively the "Master Lessor"), as landlord, and COUNTY as tenant, entered into a Master Lease August 24, 1982 (the "Master Lease"), for that certain parcel of land located in the County of Contra Costa, State of California, commonly known and designated as the Nadeen Peak Communications Site, Crockett, California (the "Property"), as more particularly described in Exhibits A and B to the Master Lease, together with right of ingress and egress for personnel, vehicles and/or utilities and utility lines in, on or above the access road ("Access Road") also described in Exhibits A and B to the Master Lease; and WHEREAS, a copy of the Master Lease, including Exhibits A and B thereto is attached hereto as Exhibit I and made a part hereof; and WHEREAS, COUNTY and STATE desire to enter into a sublease of certain Premises (as hereinafter defined) within the Property on the terms and conditions hereinafter set forth; and 1 WHEREAS, this Lease, although titled "Lease," is actually and legally a Sublease of the Premises by and between COUNTY and STATE; NOW, THEREFORE, in consideration of the terms, covenants and conditions hereinafter contained, COUNTY and STATE agree as follows: I. Premises. COUNTY hereby subleases to STATE, and STATE hires from COUNTY, those certain premises (the "Premises") as more particularly described in Exhibit C, attached hereto and made a part hereof, constituting a part of the Property, for STATE'S exclusive use, together with the right to use all easements, rights and rights of way for ingress or egress for personnel, vehicles and/or utilities and utility lines granted under the Master Lease and to use all unoccupied parts of the Property in common with COUNTY and other sublessees or licensees of COUNTY with the rights to install antennas, cables, conduits, poles, wires and equipment described in Paragraph 6 of this Lease. COUNTY and STATE intend that the Premises shall be that portion of the building and antenna tower, both to be constructed by STATE, where STATE'S equipment racks and antennas will be located, as described in Paragraph 6 below and shown in Exhibit C. 2. Term. (a) Primary Term. The term of this Lease (the "Primary Term") shall be ten (10) years commencing August 1, 2003 and ending July 31, 2013, unless sooner terminated pursuant to the provisions of this Lease. (b) Extension. This Lease may, at the option of STATE, be extended upon the same terms and conditions, except for rent, as follows: A. First Option: For a five (5) year term, commencing August 1, 2013 and ending July 31, 2018. B. Second Option: For a five (5) year term, commencing August 1, 2018 and ending July 31, 2023. It is understood and agreed that STATE shall give COUNTY sixty (60) days' prior written notice of its intention to exercise any option to extend this Lease or said right to exercise the option shall be forfeited. 3. Payment. (a) Introduction — Both parties agree that STATE is leasing a portion of the Property to establish a telecommunications site. In addition both parties 2 agree that COUNTY shall grant Licenses for STATE to install communications equipment at two other COUNTY communication sites to which the COUNTY retains leasehold rights — Kregor Peak, Pittsburg, California and Bald Peak, Tilden Park, Oakland, California. Copies of STATE'S licenses for Kregor and Bald Peaks are on file with the COUNTY'S Lease Manager. In consideration for the Lease of the Premises, STATE shall, at its sole cost and expense, and as outlined in Paragraph 6 Improvements, install a Building, a Tower, a fence and associated improvements ("Site Improvements"). STATE shall also have the right to install communications equipment at Kregor and Bald Peaks. A description of the Site Improvements is outlined in Exhibit "C". The Site Improvement Budget, agreed upon by both parties, is outlined in Exhibit "E", attached hereto and made a part hereof. In lieu of rent for the Premises and license fees for Kregor and Bald Peaks, STATE shall receive a rent credit ("Rent Credit") in the amount equal to the Site Improvements Budget contained in Exhibit F. For example, if STATE'S cost for the Site Improvements totals THREE HUNDRED THIRTY THOUSAND AND NO1100 DOLLARS ($330,000.00), this amount shall be credited against the monthly rent and license fees STATE owes to COUNTY under this Lease and licenses. If the initial monthly rent for the Premises and the license fees for Kregor and Bald Peaks total $3,000.00 per month, then the initial sum of $330,000.00 shall be reduced by $3,000.00 per month until the balance is zero. In this example, the Rent Credit would reach zero at the end of the one hundred tenth (110) month. This example assumes no rent increase for the Premises or the other two licensed sites during the entire thirty-month period. In the event there is a rent increase during this period, the Rent Credit would be adjusted accordingly to equal the increased rent and license fees. The initial credit for the rent for this lease and the fees for the licenses is outlined in Exhibit D. STATE'S rent payment shall commence upon the substantial completion of STATE'S Site Improvements at the Premises. At least sixty (60) days prior to the zeroing of the balance of the Rent Credit, COUNTY shall provide written notice to STATE stating the separate rent for all three 3 communication sites specifying the commencement date for payment of monthly rent and license fees, the amount of such monthly payments, and the next rental adjustment date. (b) The installation of additional racks and antennas shall require the prior written consent of COUNTY and shall be charged to STATE upon installation as determined by the County's Telecommunications Manager. Removal of any racks and/or antennas shall require the written permission of the County's Telecommunications :Manager. If equipment is removed, an appropriate reduction in rent shall be made effective the first full month following removal. (c) Base Rent Adjustment. The monthly Rent Credit and subsequent rent shall be subject to adjustment to reflect their current rates, predicated upon the prevailing economic conditions pertinent to the use of subject County property, providing, however, that STATE shall be charged no more than other users of COUNTY'S facilities are charged for comparable space. Said adjustments shall occur no more than once during any calendar year by written notice to STATE from COUNTY'S Telecommunications Manager. (d) Prorated Fees. The rental fees for any period during the term or extension thereof that is less than one (1) month shall be prorated based on a thirty(30) day month. Payments shall be made to Contra Costa County, Department of Information Technology, 30 Douglas Drive, Martinez, CA 94553, Attention: Accounting, or to such other place as COUNTY may from time to time designate by written notice to STATE. 4. Master Lease. COUNTY and STATE acknowledge and agree that this Lease and the estates and rights hereunder are subject to the terms, covenants and conditions of the Master Lease. Each and every term, covenant and condition contained in the Master Lease (except paragraphs 1, 2, 3, 4(B), 4(C), 9, 10, 11, 15, 16, 17, 18, 20, 21, 22, 23, 35 and 37) is hereby incorporated into this Lease by this reference, as between COUNTY and STATE, substituting "COUNTY" for "Lessor" and "STATE" for "Lessee" in such provisions, but excluding all references in the Master Lease to any property owned by Master Lessor which is not within the Property. Subject to the provisions of this Lease, COUNTY hereby covenants and agrees to be bound by and to observe and perform all of the covenants of the "Lessee" under the Master Lease and to take all actions necessary to 4 keep and preserve the Master Lease in effect throughout the them of this Lease. Subject to the earlier termination of this Lease as provided herein, this Lease will terminate on the termination, cancellation or expiration of the Master Lease. 5. Use of the Premises. The Premises shall be used by STATE only for an electronic communications facility with related antennas, towers, buildings, cables, conduits, wires and electronic and similar hardware. In no event shall the Premises be used for any purpose prohibited by the Master Lease. 6. Improvements. (a) STATE shall install on the Property, at its sole cost and expense, a prefabricated building (or one of substantially similar construction) (the "Building"), measuring approximately 10 feet by 12 feet as depicted in Exhibit C. The location and design of the Building shall be as shown in Exhibit C, and COUNTY hereby gives its express approval of said location and design. STATE shall also construct all of the associated STATE site improvements shown on Exhibit C. STATE shall construct, at its sole cost and expense, a 120-foot high, four-legged, Microflect antenna tower (the "Tower") or equal approved by COUNTY on the Property. The Tower shall be constructed at the location on the Property as depicted in Exhibit C and COUNTY hereby gives its express approval of said location and design. The Tower shall be constructed in accordance with specifications attached as Exhibit C. COUNTY hereby agrees to the Tower's specifications set forth in Exhibit C. All construction shall comply with the requirements of the Master Lease, including those related to fencing, enclosures, or barricades, and with all applicable laws, codes and regulations. Upon the completion of the installation of the Building and the Tower, STATE shall enclose the Property (or the appropriate part thereof) in a fence conforming to the requirements of the Master Lease and as shown on Exhibit C. (b) As of the date of execution of this Lease, STATE'S initial installation of equipment racks in the Building shall consist of 3 full height racks and associated antennas and microwave dishes on the Tower. 5 COUNTY hereby gives its approval of the specific locations of the racks in the Building and the locations of the Rb` antennas and microwave dishes on the Tower as depicted in Exhibit C. The location of future racks in the Building and any additional antennas installed on the Tower by STATE shall be determined by mutual agreement of COUNTY and STATE. Before the installation of any additional antennas by STATE, STATE shall notify COUNTY in writing, and COUNTY shall review and approve the proposed installation. COUNTY agrees not to unreasonably withhold its approval. It understood and agreed that antennas shall be located at the optimum available location on the Tower to provide sufficient coverage. Replacement of damaged antennas, re-tuning antennas, or installation of other replacement antennas, shall not constitute installation of additional antennas, provided the number of antennas does not increase, the type of antenna remains as substantially set forth in this paragraph 6(b), and they remain in the locations depicted in Exhibit C. (c) COUNTY also consents to the installation by STATE, at STATE'S sole cost and expense, of all cables, conduits, poles, wires and electronic and other equipment necessary or appropriate to the operation of STATE'S facility on the Premises, including without limitation the installation and maintenance of cables and wires on the Tower. (d) Upon the completion by STATE and acceptance by COUNTY, the Building, the Tower and the Site Improvements shall become the COUNTY'S property. Any early termination of this Lease by COUNTY will result in a proportionate reimbursement by COUNTY of STATE'S unrealized cost for the Building, the Tower and the Site Improvements. Any voluntary early termination of this Lease by STATE will result in the forfeiture of any remaining unrealized STATE'S costs for the Building, the Tower and the Site Improvements. 7. STATE'S Equipment. (a) All personal property owned, leased, or otherwise in the possession of STATE, that is placed, installed, affixed, or located on or near the Property shall be referred to as "Equipment", and shall include, but not be limited to antennas, cables, conduits, wires, electronics, and other hardware. 6 (b) Notwithstanding any other provisions of this Agreement, any Equipment installed at, affixed or located on the Property by STATE (other than improvements to real property which are addressed in Section 6. Improvements to the Premises of this Agreement, above) shall be and shall remain the property of (subject to whether owned, leased, or otherwise in the possession of) STATE, and STATE may remove its Equipment at any time, including when STATE vacates the Premises, providing such removal shall be accomplished without damage to the Premises, no later than sixty(60) days after revocation or other termination of this Agreement. After sixty (60) days following termination, any Equipment or portion thereof remaining on the Property shall, at the sole discretion of the COUNTY, either (1) become COUNTY property; or (2) be removed and disposed of by the COUNTY, with the cost of removal and disposal, including administrative overhead, reimbursed to COUNTY within thirty (30) days of request by COUNTY to STATE. 8. Electronic Interference. (a) Prior to the installation of Equipment utilizing frequencies previously unused by STATE, STATE shall notify COUNTY in writing, and COUNTY shall promptly review the proposed installation to ensure compatibility and noninterference with existing radio systems on the Property. Any Equipment installed by STATE on the Premises shall be frequency compatible with all radio transmitting and receiving equipment existing and in use on the Property at the time initial installation of such Equipment is made. Prior to the use of any frequencies, STATE shall provide COUNTY with a copy or certificate of every Federal Communications Commission ("FCC") license allowing the use of those frequencies at the Premises. In the event STATE'S installation electronically or physically causes measurable interference or degradation of the authorized radio frequencies or equipment of any COUNTY (or those acting under COUNTY) installation already existing and in use on the Property at the time initial installation of STATE'S Equipment is made, STATE shall take all necessary steps, at its sole cost and expense, to eliminate such interference, whether so required by the FCC or not. In the event any installation made subsequent to STATE'S installation, by COUNTY or those acting under a COUNTY license, lease, sublease or agreement, interferes with STATE, either electronically or physically, on the frequencies authorized by COUNTY, 7 COUNTY shall make such corrections as are necessary to eliminate its own interference or shall direct the responsible party to make such corrections as are necessary to eliminate its interference, whether required by the FCC or not. At STATE'S request, COUNTY shall supply STATE with information it has in its records which describes the other frequencies operating at the Property, except when in COUNTY'S reasonable discretion such information is confidential or otherwise not subject to disclosure. (b) For purposes of this Section, the existence of electronic interference shall be reasonably determined by COUNTY. Should COUNTY'S opinion of the existence of electronic interference be challenged by STATE, an independent Communications Engineer agreeable to COUNTY and STATE shall make the final determination as to the existence of electronic interference. If electronic interference caused by STATE is found, the fee for the Communications Engineer shall be reimbursed to COUNTY by STATE. If the electronic interference is determined to have not been caused by STATE, COUNTY shall pay the fee for the Communications Engineer. 9. Maintenance of the Master Lease. (a) COUNTY shall at all times perform all covenants and obligations to be performed by it under the Master Lease and shall take all acts necessary to preserve and continue the Master Lease in force and effect. COUNTY'S failure to do so shall be deemed a default by COUNTY hereunder. COUNTY shall deliver to STATE. copies of all notices from Master Lessor alleging a default under the Master Lease or stating an intention to terminate the Master Lease or to exercise any other rights or remedies under paragraph 19.13 of the Master Lease, immediately following COUNTY'S receipt thereof. In the event that COUNTY has not cured such default within a reasonable period of time, not in any event exceeding the period of time during which a cure of such default is permitted under the Lease, STATE shall have the right, but not the obligation, to cure such default on behalf of COUNTY, pursuant to paragraph 19.0 of the Master Lease, as incorporated herein between COUNTY and STATE, and COUNTY shall immediately reimburse STATE for all costs and expenses incurred in effecting such cure. (b) In the event of a default by the Master Lessor under the Master Lease, if the default has not been cured by either Master Lessor or COUNTY (exercising its rights to 8 cure under paragraph 19 C(b) of the Master Lease) within a reasonable period of time, not in any event exceeding the period of time permitted for such cure under the Lease, STATE shall have the right, but not the obligation, to cure such default pursuant to paragraph 19.C(b) of the Master Lease, in its own name or in the name of COUNTY. (c) Notwithstanding anything herein or in the Master Lease to the contrary, COUNTY shall not voluntarily terminate nor permit the termination of the Master Lease, or surrender or permit the surrender of the Property, including without limitation by exercise of its rights pursuant to paragraphs 2 or 7 of the Master Lease, without the prior written consent of STATE. 10. Hazardous Materials. STATE shall not, and shall ensure that STATE'S agents, employees, contractors, invitees or others on the Premises or the Property with STATE'S permission do not, store or dispose of any hazardous materials which are or become, while this Agreement is in existence, regulated by any local government authority, the State of California, or the United States government ("Hazardous Materials"). Should any discharge, leakage, spillage, emission or pollution of any type occur upon or from the Premises or Property due to STATE'S use and occupancy thereof, STATE, at its expense, shall be obligated to clean all the property affected thereby, whether owned, controlled, or possessed by COUNTY or any third party, to the satisfaction of COUNTY and any other governmental body having jurisdiction thereover. (b) STATE shall not permit any activity on the Premises or the Property which directly or indirectly produces unlawful amounts or levels of air pollution (gases, particulate matter, odors, fumes, smoke, or dust), water pollution, noise, glare, trash or refuse accumulation, or which is hazardous or dangerous by reason or risk of explosion, fire or harmful emissions. COUNTY shall have the right to inspect the Premises and STATE'S Equipment to verify STATE'S conformance with the provisions of this Section after providing STATE with twenty-four (24) hours actual notice as provided for in Section 31 hereof("Notices"). (c) COUNTY has not surveyed or tested the Property, but to COUNTY'S knowledge, neither COUNTY, nor any third party, has used, generated, stored or disposed 9 of, or permitted the use, generation, storage or disposal of, any Hazardous Material on, under, about or within the Property in violation of any law or regulation. (d) To the extent permitted by law, STATE shall indemnify, hold harmless, and defend COUNTY and holders of user rights against all liability, cost, and expense (including, without limitation, any fines, penalties, judgements, litigation costs, and attorneys' fees) incurred by COUNTY and such other users as a result of STATE'S breach of this Section or as a result of any STATE discharge, leakage, spillage, emission or pollution, regardless of whether such liability, cost or expense arises during or after the term of this Lease, unless such liability, cost or expense is proximately caused solely by the negligence of COUNTY. The parties to this Lease acknowledge that the provisions of this paragraph shall survive beyond the expiration or termination of this Lease. (e) STATE shall pay all amounts due COUNTY under this Section within thirty (30) days after any such amounts become due. 11. .Access to Property and Premises. COUNTY shall deliver to STATE keys to all gates currently located on the Property, including the Access Road, and each party shall have keys to all gates hereinafter constructed or installed on the Property or the Access Road. Upon acceptance of the Building by COUNTY, COUNTY shall rekey the Building to the COUNTY'S master key system. COUNTY shall deliver to STATE all keys required to provide access to the Premises at all times. COUNTY shall maintain all access roadways under its control from the nearest public roadway to the Premises in a manner similar to the conditions on the commencement date of this Lease. COUNTY shall be responsible for maintaining and repairing such roadways with the expense to be shared by STATE and other users of the Property. STATE agrees to promptly repair any abnormal or excessive road damage to such roadways solely caused by STATE'S use, including such road surface protective features as water drains, berms and culverts. 1.2. Continuous Operation. (a) The parties acknowledge and agree that it is extremely important that STATE maintain continuous operation of its communications site on the Premises. 1n the event of any damage to the Building, the Tower, the Property or the 10 Premises, COUNTY and STATE shall cooperate to repair such damage as quickly as reasonably possible. In the event of any damage to or destruction of the Building, the Tower, the Property or the Premises which renders STATE'S communications site inoperable or unusable, STATE shall have the right (subject to any requirements of law or governmental authority and the Master Lease) to construct or install temporary facilities, including temporary or replacement antennas and antennas mounted on top of cranes, if necessary, in or about the Property, in order to continue operation of its communications site. In the event STATE does construct or install such temporary facilities, STATE shall permit COUNTY to use such facilities jointly with STATE, insofar as reasonably possible, until permanent facilities are repaired, restored or reconstructed. COUNTY shall allow S'T'ATE to install such additional equipment and fixtures, including antennas, towers, cables and wires, and shall permit STATE such access, repair and maintenance rights as may be necessary to allow STATE to operate and maintain such temporary facilities until the Building, the Tower, the Property and/or the Premises have been sufficiently repaired by COUNTY to permit STATE to use its permanent communications site on the Premises and the Property, or until a substitute permanent location has been agreed upon and the necessary new facilities have been constructed. (b) If the Building, the Tower or other improvements on the Premises and/or the Property are repaired or reconstructed, STATE shall thereafter have the right to construct or install a replacement communications site, including all necessary antennas, towers, cables, conduits, poles, wires and electronic or other equipment, in and on the repaired or reconstructed Tower, Building and/or other improvement in substantially the same location and manner as prior to the occurrence of the damage. If the Building and/or Tower cannot be repaired, STATE shall have the right to construct a new building and/or tower in substantially the same location and manner as the Building and Tower, and COUNTY shall permit STATE to install all equipment and fixtures and shall allow all access, repair and maintenance rights necessary for the construction, installation, operation, use and maintenance of such new building and/or tower. It is the intention of the parties hereto that STATE shall be able to maintain continuous operation and use of its communications site 11 throughout the entire term of this Lease, including all extensions, at the same or substantially the same site as it is currently located. (c) If STATE elects to continue operation of its communications site pursuant to this Paragraph 12, this Lease shall not terminate on account of such damage or destruction, but shall continue in effect. In the event of any damage, destruction or condemnation of the Building or Tower which renders STATE'S communications facility inoperable or unusable in the opinion of STA'T'E, STATE may terminate this Lease. 13. Permits and Approvals. COUNTY acknowledges that following execution of this Lease, STATE will be contacting the appropriate local governmental agencies for the purpose of obtaining all permits and approvals necessary for the construction, operation and maintenance of a communications site and related antennas, tower, cables, conduits, poles, wires and electronic and other equipment on the Premises ("Permits"). COUNTY, solely in its proprietary capacity as lessor under this Lease but not in any governmental capacity, agrees to fully cooperate with STATE in obtaining the Permits by executing any applications, maps, certificates or other documents or doing similar acts that may be required in connection with obtaining the Permits. Matters requiring such cooperation by the COUNTY shall be addressed to the COUNTY'S Communications Manager. Such cooperation refers only to actions of COUNTY as lessor under this Lease, and does not refer to or include any other governmental action or approval, including without limitation any action of COUNTY as the issuer of any Permits. COUNTY further agrees to use its best efforts to obtain Master Lessor's cooperation, if necessary, in obtaining the Permits, including but not limited to the execution of any applications, maps, certificates or other documents required in connection with the Permits. COUNTY further acknowledges that STATE has applied to the Federal Communications Commission and to the California Public Utilities Commission for all licenses and approvals (Regulatory Approvals") necessary to operate and maintain a communications site and related facilities and equipment. If STATE, after proceeding in good faith and with due diligence, is unable to obtain all Permits and Regulatory Approvals, then STATE shall have the right to terminate 12 this Lease by giving thirty (30) days' prior written notice thereof to COUNTY at any time during the term thereof. 14. Assign ment and Subletting. STATE shall not have the right to assign or sublease t he Premises. 15. Hold Harmless. Each party hereby indemnifies the other, the Master Lessor, and the other party's officers, agents and employees against any and all costs (including reasonable attorneys' fees) and claims of liability for bodily injury, personal injury and/or property damage proximately caused or resulting from the use and/or occupancy of the Site, the Building, and/or the Antenna Support Structure (Tower) by such indemnifying party. Notwithstanding the preceding, neither party shall be responsible for any liability resulting from any negligent or intentional conduct of the other party, their officers, agents or employees. It is agreed between the Parties that COUNTY assumes no responsibility or liability for loss, damage, expenses or claims, direct or consequential, from STATE'S inability to use the site for its intended purpose, contributed to or caused by matters beyond the reasonable control of COUNTY, acting solely in its proprietary capacity as Licensor under this Agreement and not in any governmental capacity. 16. Insurance. (a) The State of California has elected to be insured for its motor vehicle and general liability exposures through a self-insurance program. The State Attorney General administers the general liability program through an annual appropriation from the General Fund. The Office of Risk and Insurance Management administers the motor vehicle liability program. (b) Under this form of insurance, STATE and its employees (as defined in Section 810.2 Government Code) are insured for any tort liability that may develop through carrying out official activities, including S'T'ATE official operations on non-STATE owned property. Should any claim arise by reason of such operations or under an official contract or license agreement, they should be referred to the: Attorney General, State of California, Tort Liability Section, 1300 "I" Street, Sacramento, California 95814. Claims arising from operations of a STATE-owned vehicle should be forwarded to the: Office of Risk and 13 Insurance Management, Auto Self-Insurance, 707 Third Street, West Sacramento, California 95605. (c) As required by the Labor Code, STATE has entered into a Master Agreement with the State Compensation Insurance Fund to administer workers' compensation benefits for all STATE employees. 17. Termination. (a) If STATE fails to perform any covenant or agreement hereof, and such failure is not cured by STATE within such period of time specified in a written notice to STATE from COUNTY, STATE shall be default of this Lease. COUNTY in its sole discretion may terminate this Lease. In addition COUNTY shall have and may exercise any other right or remedy available at law or in equity. (b) If COUNTY fails to perform of any covenant or agreement hereof, and such failure is not cured by COUNTY within thirty (30) days following written notice to COUNTY from STATE or, if the failure takes more than thirty (30) days to cure, if COUNTY has not commenced to cure such failure within said thirty (30) days or fails to diligently prosecute the cure to completion within a reasonable time thereafter, as determined by STATE in STATE'S sole discretion, STATE may treat such event as a default of this Lease and shall have the right to terminate this Agreement and vacate the Premises without further cost or obligation. STATE shall have the right, but not the obligation, to cure any default by COUNTY following such notice and cure period and to deduct the cost of such cure from the Rent Credit or rental amount, as it may be adjusted, due hereunder upon presentation of an accounting of such costs to COUNTY. (c) This Agreement shall automatically terminate upon the expiration of the Term, as identified in Section 2 of this Agreement, or an Extension Term if the Term is extended as permitted hereunder, or upon abandonment of the Premises by STATE (within the meaning of California Civil Code Section 1951.3), or upon the taping of the Property or the Premises, or any part thereof which renders the remainder unusable for the purposes of this Agreement, by condemnation, on execution or by other process of law. (d) Without limiting any other remedy in law or equity, STATE shall have the right to terminate this Agreement upon ninety (90) days written notice if any of the following 14 events occur: i) STATE fails to obtain or loses any necessary Permits, approvals or orders and is thereby unable to use the Premises as a communications facility; or ii) if STATE determines at any time that the Property is not appropriate for locating STATE communications equipment, including if STATE reception or transmission is interfered with by other equipment, or obstacles constructed or operated in STATE reception or transmission paths. 18. Utilities. If required by COUNTY, STATE shall install a separate meter at its own expense, provided direct service is permitted by the serving utility, obtain and pay for electricity directly from Pacific Gas & Electric Company or other electricity provider selected by STATE for its own electric power usage. In the event the serving utility requires that electricity be provided through the COUNTY, STATE shall pay to COUNTY the cost of electrical service provided to the Premises and attributable to STATE'S use. 19. Motorized Equipment. STATE shall not suffer or permit any automobile, truck or motorized equipment to travel over the adjoining lands of the Master Lessor outside of the selected right of way for the Access Road. 20. Protection of Livestock. STATE is to exercise all reasonable care and precaution to prevent livestock pastured on the adjoining lands from escaping. 21. Fire Hazards. STATE agrees to exercise reasonable care and precaution to prevent fires from starting or occurring on said lands. During the dry grass season no smoking shall be allowed upon the lands outside of the enclosed improvement site. 22. Site Standards. At all times during the term of this Agreement, STATE shall comply with the Site Standards for the Premises which are attached hereto as Exhibit F and incorporated herein by this reference. STATE agrees that COUNTY shall have the right to make reasonable amendments to said Site Standards applicable to all licensees using the Property. 23. Liens. The Property and Premises shall be kept free and clear of any and all liens or claims of liens and charges on account of labor and materials used in or contributing to the work performed by STATE, failing which COUNTY shall have the right, but shall not be obligated, to discharge any or all such liens or claims, and STATE 15 shall, upon demand therefor, reimburse COUNTY for all costs and expenses reasonably incurred by COUNTY. 24. Continuation. Any continuation after the Term of this Lease or extension thereof, as provided hereinabove, shall be construed to be a lease from month to month, subject to the terms of this Lease so far as applicable. 25. Successors and Assigns. The terms and provisions of this Lease shall extend to and be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. 26. Headinus. The headings used within this Agreement are for the convenience of the Parties and are not intended nor shall they effect, modify, or interpret any provision of this Agreement. 27. Mutual Release: Waivers of Subro ag tion. The parties release each other, and their respective authorized representatives, from any claims for damage to any person or to the Premises and other improvements in which the Premises are located, and to the fixtures, personal property, tenant improvements, and alterations of either COUNTY or STATE in or on the Premises and other improvements in which the Premises are located that are caused by or result from risks insured against under any insurance policies carried by the parties and in force at the time of any such damage. Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither party 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 this Lease. 28. Eviction, Sale, or Condemnation. In the case of the eviction or removal of STATE from the Property or the Premises by anyone owning or obtaining title to the Property or Premises, or the sale or transfer of the Property or the Premises which results in termination of this Agreement, or the condemnation of the Property or the Premises, COUNTY shall not be liable to STATE for any damage of any nature whatsoever, or for refund of any payment made by STATE to COUNTY hereunder, nor shall STATE share in any portion of any condemnation award made regarding the Property or the Premises, 16 except that portion of the award, if any, attributed to the value of STATE'S Equipment or to STATE'S relocation costs, if any. 29. Non-Waiver of Breaches. The COUNT TY'S failure to insist, in any one or more instances, upon strict performance of any of the covenants or conditions of this Lease shall not be considered as a waiver or relinquishment for the future of said covenants, terms or conditions, but the same shall continue and remain in full force and effect. 30. Notices. All notices given hereunder shall be in writing and shall be deemed to have been given if personally delivered or deposited in the United States mail postage paid, certified or registered, return receipt requested, and addressed to the other party as follows or as otherwise designated by written notice hereunder from time to time: To STATE: State of California Department of Transportation Office of Radio Communications, MS77 P. O. Box 942874 Sacramento, CA 94274 To COUNTY: Contra Costa County General Services Department Lease Management Department 1220 Morello Avenue, Suite 100 Martinez, CA 94553 31. Entire Agreement. This instrument contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed. No alteration or variation of this Lease shall be valid or binding unless made in writing and signed by the parties hereto. 17 32. TIME IS OF THE ESSENCE of each and all of the terms and provisions of this Agreement. IN WITNESS WHEREOF, COUNTY and STATE have executed this Lease as of the day and year first above written. COUNTY STATE COUNTY OF CONTRA COSTA, a STATE OF CALIFORNIA, political subdivision of the State of DEPARTMENT OF TRANSPORTATION California APPROVAL RECOMMENDED: By BY Director of General Services Krnsty Hori Office of Radio Communications P. O. Box 942874 Sacramento, CA 94274 (916) 654-4321 RECOMMENDED FOR APPROVAL: ¢ APPROVED: Lease Man g r DEPARTMENT OF TRANPORTATION By By. a Departriie-1 of Informa ° n Technology Ferri d i Chief Office of Radio C mmunications APPROVED AS TO FORM: P. O. Box 942874 Sacramento, CA 94274 Silvano B. Marchesi, County Counsel (916) 654-°5642 r Vhv By N&e uty gf , NadeenPeakState5.doc 18 FE." HI B IT I NADEEN PEAK COMMUNICATIONS LEASE Effective on AUG 2 4 1982 , HELEN BECKER, a married woman dealing with her separate property, BERNICE BORADORI, a widow, MAXINE HAGAR, a single woman, JOHN V. HOOK, also know as JOHN HOOK, a widower, JOHN V. NOOK, as Executor ,U/W of ROBERTA HOOK, deceased, JOHN V. HOOK and STANLEY ROCHE, as Trustees U/W and by Decree of Final Distribution of Estate of MARY WILLIAMS, deceased, STANLEY ROCHE, a married man dealing with his separate property, and WOODROW ROCHE, a single man, hereinafter collectively referred to as "LESSOR", and Contra Costa County, a political subdivision of the State of California, hereinafter called "LESSEE", mutually agree as follows. 1. LEASED PREMISES: LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR that certain parcel of land located in the County of Contra, State of California described in Exhibit "A" and Exhibit "B" attached hereto and made a part hereof together with rights of ingress and egress for personnel, vehicles and/or utilities and utility lines in, on or above the access road described also in Exhibits "A" and "B". 2. TERM_:_ Subject to the provisions of this lease, the term of this lease shall commence on August 1, 1982 and extend for ninety nine (99) years ending July 31, 2081 unless sooner terminated as provided for in this lease. LESSEE may terminate this Lease at anytime after the first ten (10) years by giving LESSOR one (1) year prior written notice. 3. RENTAL: A. LESSEE shall, p.�y to LESSOR as rent for the use of said premises a base monthly rental as follows, payable in advance on the tenth day of each month during the term of this Lease. Payments shall be payable to JOHN V. HOOK at 3169 Teigland Road, Lafayette, Ca 94549, or to such payee or at such place as LESSOR may from time to time designate by written notice to LESSEE, without LESSOR being required to give notice or demand therefor. Payment of rent to any payee so designated by LESSOR shall acquit LESSEE from all responsibility therefor or for the proper distribution thereof. Lease Period Monthly_Rental August 1, 1982 through July 31, 1992 $ 325.00 August 1, 1992 through July 31, 1997 $ 405.00 . August 1, 1997 through July 319 2002 455.00 August 1, 2002 through July 31, 2007 515.00 August 1, 2007 through July 31, 2012 580.00 August 1, 2012 through July 31, 2017 650.00 August 1, 2017 through July 31, 2022 730.00 August 1, 2022 through July 31, 2027 625.00 August 1, 2027 through July 31, 2032 925.00 August 1, 2032 through July 31, 2037 1040.00 August 1, 2037 through July 31, 2042 1175.00 August 1, 2042 through July 31, 2047 1320.00 August 1, 2047 through July 31, 2052 1485.00 August 1, 2052 through July 31, 2057 1670.00 August 1, 2057 through July 31, 2062 1680.00 August 1, 2062 through July 31, 2067 2115.00 August 1, 2067 through July 31, 2072 2375.00 August 1, 2072 through July 31, 2077 2675.00 August 1, 2077 through July 31, 2081 3010.00 B. In addition to the base rental described above, if LESSEE subleases all or any portion of the leased premises to any entity other than an Agency of the County of Contra Costa for a monthly rental in excess of fifteen percent (15%) of the base rental , then LESSEE shall pay to LESSOR as additional rental twenty-five percent (25%) of the rental received by LESSEE under such sublease. Said additional rental shall be payable to LESSOR within 60 days of receipt by LESSEE. C. If LESSOR should assign this lease or the rents hereunder, the assignor and assignee shall give LESSEE written notice of such assignment. Written instructions for payment of rent thereafter payable hereunder shall also be given by such assignee. 4. USE OF PREMISES: A. The premises are leased to LESSEE for the express purposes of the construction, erection, use, operation and maintenance of a telecommunications facility consisting a of but not limited to, an antenna tower, together with the appropriate supporting base, and equipment buildings not to exceed fourteen feet (14') in height, and parking 2 �ti area for associated vehicles, together with the installation and maintenance of utility wires, pones, cross-arm, cables, conduits, pipelines and other utilities over, under ....d along the 25 foot (25 ' ) wide right of way leading from Cummings Skyway to the premises, and other facilities ' related to or necessary for a communication media; system. LESSEE covenants and agrees not to use or permit said premises to be used for any other purpose or purposes whatsoever other than a communication media system without first obtaining the written consent of LESSOR. B. LESSEE'S RIGHT TO TERMINATE LEASE FOR ITS INABILITY TO OBTAIN OR RENEW REQUISITE LICENSES2 PERMITS, ETC. : It is understood and agreed that LESSEE's ability to use the premises is contingent upon its obtaining either before or after the effective date of this Lease, all of the certificates, licenses, permits and other approvals that may be required by any federal , state or local authorities for operation of its contemplated telecommunications. system. LESSEE shall makd due and timely application for all such necessary, certificates, licenses, permits and other approvals, and for all required renewals or extensions thereof. The 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 premises with respect to the proposed use thereof by LESSEE. In the event that any of such applications is finally rejected or any certificate, permit, license or approval issued to LESSEE is thereafter canceled, or, if LESSEE is unable to secure the renewal thereof, so that LESSEE is unable to continue to use the premises for the specified purposes, then, notwithstanding any provisions in Section 2 hereof to the contrary, LESSEE shall have the right to terminate this Lease, upon giving prompt written notice thereof to LESSOR. All rentals owing to date of such termination are to be promptly paid by LESSEE to LESSOR; all prepaid rentals in the hands of LESSOR at date of giving notice of termination may be retained 'by LESSOR. Upon such termination, this Lease shall immediately terminate and the. parties shall have no further obligations, one to the other, under said Lease from -and after the date of such termination, except as to LESSEE's obligations under the provisions of Section 22 hereof. C. The leased premises shall be kept free and clear of any and all liens or claims of liens and charges on account of labor and materials used in or contributing to the work performed failing which LESSOR shall have the right, 'but shall not be obligated, c to discharge any or all such liens or claims and LESSEE shall, upon demand therefor, reimburse LESSOR for all costs and expenses so incurred by LESSOR. 3 LESSEE shall also have the right, from time to time during the term or within a reasonable time after the expiration thereof or of LESSEE's tenancy of the leased premises to remove any and all property of whatsoever kind and nature, expressly including fixtures, placed by it in, upon or under the leased premises. A1.1 property of whatsoever kind and .nature placed by LESSEE in, upon, or under the leased premises shall remain the personal property of LESSEE, provided, howevgr, that all such property not removed by LESSEE within a reasonable time after the expiration of LESSEE's tenancy shall become the property of LESSOR. LESSEE shall not use the leased premises for any unlawful purpose nor maintain a nuisance thereon. 5. SERVICES AND FACILITIES: LESSEE shall furnish and pay for all services and utilities required by it in and upon the leased premises, 6. REPAIRS AND MAINTENANCE: LESSEE shall keep the leased premises in good, safe and sanitary condition and repair, which duty shall include, but not be limited to, the maintenance and repair of any improvements constructed on the leased premises pursuant to paragraph 4 hereof to keep them in reasonably good appearance and condition. LESSEE shall also make or furnish such facilities and alterations as may be necessary to comply with all applicable Federal, State, Administrative and County laws, ordinances, order, rules :and regulations and such other properly constituted authority having jurisdiction. 7. DAMAGE OR DESTRUCTION OF PREMISES: Should the leased premises or .the improve- ments thereon be destroyed by any casualty, and if in LESSEE's opinion the leased premises cannot be made suitable for LESSEE's requirements within sixty (60) days following the destruction or casualty, LESSEE may terminate this Lease by written notice to LESSOR within thirty (30) days following such destruction or casualty, whereupon all rent and taxes paid in advance by LESSEE covering periods subsequent to the happening of such destruction or casualty shall be promptly refunded. G. PEACEABLE AND {QUIET POSSESSION: LESSOR hereby covenants and warrants that LESSOR has good right to Lease the premises for the term of this Lease and that LESSEE, upon paying the rent and performing and observing the other covenants to be performed and kept by it as provided in this Lease, shall have the peaceable and quiet possession of the premises during the term. 9. INTERFERENCE: LESSOR shall not suffer to be located or operated on LESSOR's remaining property any radio, television or other facility or equipment that may 4 terfere with the receiving and transmitting of radio transmission signals from the LESSEE's coamunication site as described in this Lease. Should any such interference ,;ur, upon notice thereof LESSOR shall immediately cause the operation of the interfering equipment to cease. M ACCESS ROAD AND FENCES: LESSOR reserves the right to continue pasturing livestock on' the lands traversed by the leased access road from Cummings Skyway to the parcel on which LESSEE's improvements are to be located, without any obligation to fence said right of way or the parcel on which the improvements are to be placed. A gate under lack and key (with keys made available to both LESSOR and LESSEE) shall be - maintained at the entrance to said access road off of Cummings Skyway. LESSEE, at its own cost and expense, shall enclose by a good cattle-tight fence the area in which its building improvements are to be located with a gate under lock and key for access by LESSEE thereto. Gates, when in use, are to be promptly closed and locked. There is to be no cutting of boundary or interior fences. 11. COMMENCEMENT OF CONSTRUCTION OF IMPROVEMENTS: Prior to commencement of any building improvements, antenna, or installation of any fixtures at the leased site, the building area is to be enclosed by a cattle-tight fence to insure that livestock pastured on LESSOR's lands are not injured or damaged during construction nor damage LESSEE's improvement work. Curing the work of the construction or reconstruction of building improvements including Fences, LESSEE shall have the right to occupy and use an area of land surrounding said leased premises as is reasonably required for the construction or reconstruction thereof. 12. PROTECTION OF LIVESTOCK: LESSEE is to exercise all reasonable care and precaution to prevent livestock pastured on the LESSOR's adjoining lands from escaping. During the course of constructing the facilities on the leased site and upon the removal thereof on termination of this Lease, the LESSEE is to exercise due care and precaution to prevent livestock pastured on said lands from being disturbed, injured or damaged; all pits, trenches, holes or other borings on said site are to be properly barricaded or covered pending enclosure by the fence surrounding such site. 13. FIRE HAZARDS: LESSEE agrees to exercise reasonable care and precaution to prevent fires from starting or occurring on said lands. During the dry grass season no smoking { shall be allowed upon the lands of the LESSOR outside of the enclosed improvement site. 5 •'4 14. USE OF AIRCRAFT.- Except during the constructionand any reconstruction period and removal of Improvements, LESSEE agrees not to use any aircraft on or about the leased premises that will be disturbing to livestock pastured thereon. 15. IMPROVEMENT AND MAINTENANCE OF ACCESS ROAD: LESSEE shall , at its own cost and expense, grade and improve to the extent required by It for access to the leased site, said access road and install therein all reasonably necessary culverts and drainage structures and factlities to prevent undue erosion of the adjoining lands of the LESSOR. LESSEE, at its own cost and expense throughout the term of the Lease, shall keep and maintain the access road from Cummings Skyway, a County road, to the leased site including all culverts and drainage structures and other drainage facilities required, In, good condition and repair except as to any damages done thereto by LESSOR, their agents, employees, farm tenants or other parties using said road with the consent and permission of LESSOR. LESSEE shall not suffer or permit, any automotive or motorized equipment to travel over the adjoining lands of the LESSOR outside of the selected right of way for access road. In the event any underground pipelines or cables serving the improvement site are installed in said access road by LESSEE, LESSEE during the construction thereof shall enclose, cover or otherwise barricade any such trenches so as to prevent livestock from being injured therein. 16. RIGHT OF LESSOR TO RELOCATE ACCESS ROAD: If at any time during the term, or extended term of this Lease, LESSOR shall have occasion to develop all or any of its lands surrounding or traversed by said access road and if in connection therewith it is reasonably necessary to relocate said access road and utility lines thereon and thereunder, LESSOR shall have the right at its own cost and expense to relocate said road and utility lines to another route providing LESSEE with a direct and reasonably convenient and suitable means of uninterrupted access of comparable or better grade and quality, to the leased premises at LESSOR's cost and expense. LESSOR shall give written notice of its intention to do so, not less than sixty (60) days prior to commencement of the work of relocation. If at any time during the term of this Lease, the access road described in Exhibit "All and Exhibit "B" is rendered impassable by an earth slide or slides or other causes and said road cannot be restored without undue expenditures of monies as determined by the LESSEE, LESSOR agrees to provide a reasonable substitute access route to the facilities site which access will be developed and maintained by LESSEE under the same terms and conditions provided herein for the original, access road. 6 17. INDEMNIFICATION,: The LESSEE is to promptly reimburse the LESSOR for all damages suffered or incurred by LESSOR and/or its farm tenants, for injuries or damages to livestock, for loss of livestock, for damages to LESSOR's adjuht;i:y lands, including the improvements thereon consisting of fences, gates, cattle crossing guards, roads, bridges, culverts and drainage facilities, which damages, loss or injuries are proximately caused by LESSEE's activities thereon. LESSEE shall also promptly indemnify, save and hold harmless LESSOR, its officers, agents and employees, and farm tenants, against all loss, damage, expense and: liability resulting from injury to or death to persons, including, but not limited to, employees of LESSOR and LESSEE, and damages or injury to property, including, but not limited to property of LESSOR or LESSEE, arising out of or in any way connected with the use and exercise of the rights herein granted excluding, however, any loss, damages, expense, or liability proximately caused `or contributed to by the negligence, or willful misconduct of LESSOR, its farm tenants, officers, agents and employees. 18. ASSIGNMENT AND SUBLETTING: The LESSEE shall have the right to sublease space within the demised premises for the uses permitted herein to any other Agency of the County of Contra Costa without additional cost or rent. Any ether subleases shall subject to the additional rent as provided in Section 3B above. LESSEE shall not assign this Lease without the prior written consent of LESSOR first hand and obtained as to each such assignment. 19. DEFAULT: A. LESSEE'S DEFAULT. The occurrence of any of the following shall constitute a default by LESSEE: (a) Failure to pay rent when due, if the failure continues for 30 days after notice 'has been given tri LESSEE.' (b) Failure to perform any other provision of this Lease if the failure to perform is not cured within 30 days after notice has been given to LESSEE. If the default cannot reasonably be cured within 30 days, LESSEE shall not be in default of this Lease if LESSEE commences to cure the default within the 30 day period and diligently and in good faith continues to cure the default. (c) Notices given under this paragraph shall specify the alleged default and the applicable Lease provisions, and shall demand that LESSEE perform the provisions of this Lease or pay the rent that is in arrears, as the case may be, within the r applicable period of time, or quit the premises. No such notice shall be deemed a forfeiture or a termination of this Lease unless LESSOR so elects in the notice. 7 B. LESSORS REMEDIES. Cumulative Nature of Remedies. LESSOR shall have the following remedies if LESSEE commits a default. The remedies are not exclusive; they are cumulative in addition to any remedies now or later allowed by law. (a) LESSEE'S RIGHT TO POSSESSION NOT TERMINATED: LESSOR can continue this Lease in full force and effect, and the Lease will continue in effect as long as LESSOR does not terminate LESSEE's right to possession, and LESSOR shall have the right to collect rent when due. During the period LESSEE is in default, LESSOR can enter the premises and relet them, or any part of them, to third parties for LESSEE's account, and LESSEE shall have the right and obligation to promptly remove from the premises all towers, footings, concrete pads, anchors, guy wires, fences, fixtures, materials, .r improvements and personal property made or placed thereon by LESSEE and restore said premises as called for under the provisions of Section 22 hereof. LESSEE shall be liable immediately to LESSOR for all costs LESSOR incurs in reletting the premises, including without limitation, brokers' commissions, expenses of remodeling the premises required by the reletting and like costs. Reletting can be for a period shorter or longer than the remaining term of this Lease. LESSEE shall pay to LESSOR the rent due under this Lease on the dates the rent is due, less the rent LESSOR receives from any reletting. No act by LESSOR allowed by this paragraph shall terminate this Lease unless LESSOR notifies LESSEE that LESSOR elects to terminate this Lease. After LESSEE's default and for as long as LESSOR does not terminate LESSEE's right to possession of the premises, if LESSEE obtains LESSOR's consent, LESSEE shall have the right to assign or sublet. its interest in this Lease, but LESSEE shall not be released from liability. LESSOR's consent to a proposed assignment or subletting shall not be unreasonably withheld. (b) TERMINATION OF LESSEE'S RIGHT TO POSSESSION: LESSOR can terminate LESSEE's right to possession of the premises at any time. No act by LESSOR other than giving notice of such termination to LESSEE shall terminate this Lease. Acts of maintenance, efforts to relet the premises, or the appointment of a receiver on LESSOR's initiative to protect LESSOR's interest, under this Lease shall not constitute a termination of LESSEE's rights to possession. On termination, LESSOR has the right to recover from LESSEE: (1) The worth, at the time of the award, of the unpaid rent that had been earned at the time of termination of this Lease; ti ` (2) The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of rent that LESSEE proves could have been reasonably avoided. (3) The worth, at the time of the award, of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of the loss of rent that LESSEE proves could have been reasonably avoided; and (4) Any other amount, and court casts, necessary to compensate LESSOR . for all detriment proximately caused by LESSEE's default. "The worth, at the time of award," as used in (1) and (2) of this subparagraph, is to be computed by allowing interest at 10%. "The worth, at the time of the award," as referred to in (3) of this subparagraph, is to be computed by discounting the amount at the discount rate of the federal Reserve Bank of San Francisco at the time of the award, plus 1%. "Term" as used in (3) of this subparagraph is construed to include an early termination as provided in Section 2. (c) LESSOR'S RIGHT TO CURE LESSEE'S DEFAULT: LESSOR, at any time after LESSEE commits a default, and after the 30 day period described in paragraph 19Aa and b above, can cure the default at LESSEE's cost. If LESSOR at any time, by reason of LESSEE's default, pays any sum or does any act that requires the payment of any sum, the sum paid by LESSOR shall be due immediately from LESSEE to LESSOR at the gime the sum is paid, and if paid at a later date shall bear interest at 10% from the date the sum is paid by LESSOR until LESSOR is reimbursed by LESSEE. The sum, together with interest on it, shall be additional rent. C. LESSOR'S DEFAULT. (a) LESSOR shall be in default of this Lease if it fails. or refuses to perform any provision of this Lease that it is obligated to perform if the failure to perform is not cured within 30 days after notice of the default has been given by LESSEE to LESSOR. If the default cannot reasonably be cured within 30 days, LESSOR shall not be in default of this Lease if LESSOR commences to cure the default within the 30 day period and diligently and in good faith continues to cure the default. (b) LESSEE, at any time after LESSOR commits a default, can cure the, default at LESSOR's cost. If, LESSEE at any time, by. reason of LESSOR's default, pays any sum or does any act that requires the payment of any sum, the sum paid by the LESSEE shall be due immediately from LESSOR to LESSEE at the time the sum is paid, and if 9 paid at a -later date shall bear interest at 10% from the date the sum is paid by LESSEE until LESSEE is reimbursed by LESSOR. If LESSOR fails to reimburse LESSEE as required by this paragraph, LESSEE shall have the right to withhold from future rent due the sum LESSEE has paid until LESSEE is reimbursed in full for the sum and interest on it. 20. TAXES AND ASSESSMENT: A. LEASED PREMISES SEPARATELY ASSESSED: In the event the leased premises and all improvements and personal property thereon of LESSEE are separately assessed to LESSEE, LESSEE shall pay without abatement, deduction or offset all real and personal property taxes, general and special assessments, and other charges of every description leveed on or assessed against the premises, improvements located on the premises, personal property located on or in the land or improvements, the leasehold estate, or any subleasehold estate, to the full extent of installments falling due during the term, whether belonging to or chargeable against LESSOR or LESSEE. LESSEE shall make all such payments direct to the taxing authority at least ten (10) days before delinquency and before any fine, interest, or penalty shall become due or be imposed by operation of law for their nonpayment. Any such fine, interest or penalty imposed shall be the responsibility of LESSEE. If, however, the law expressly permits the payment of any or all of the above items in installments (whether or not interest accrues on the unpaid balance) , LESSEE may, at LESSEE's election, utilize the permitted installment method, but shall pay each installment with any interest before delinquency. B. PRORATIONS FOR FINAL. YEAR OF TERM: All property taxes and assessments (including permitted installments) for the fiscal tax year in which this Lease is to end, are to be prorated to date of such termination. C. LESSEE's RIGHTS TO CONTEST: LESSEE may contest the legal validity or amount of any taxes, assessments, or charges for which LESSEE is responsible under this lease, and may institute such proceedings as LESSEE considers necessary. If LESSEE contests any such tax, assessment, or charge, LESSEE may withhold or defer payment or pay under protest but upon LESSOR's written demand shall protect LESSOR and the premises from any lien by adequate surety bond or other appropriate security. LESSOR appoints LESSEE as LESSOR's attorney-in-fact for the purpose of making all payments to any taxing authorities and for the purpose of contesting any taxes, assess- ments, or charges, conditioned on LESSEE's preventing any liens from being levied on the premises or on LESSOR (other than the statutory lien of Revenue and' Taxation Code Section 2187). 10 Y•L �.. EXEMPTIONS: LESSEE's obligation to pay taxes or assessments levied or charged against the premises or improvements or against specified personal property shall rout include the following, whatever they may be called: business income, or profits taxes levied or assessed against LESSOR by federal, state of other governmental agency; estate, succession, inheritance, or transfer taxes of LESSOR; or corporation, franchise, or profits taxes imposed on the corporate owner of the fee title of the premises. If, however, during the term, taxes are imposed, assessed, or levied on the rents derived from the premises in lieu of all or any part of real property taxes, personal property taxes, or real and personal property taxes that LESSEE would have been obligated to pad under the foregoing provisions, and the purpose of the new taxes is more closely akin to that of an ad valorem or use tax than to an income or franchise tax on LESSOR's incwe, LESSEE shall pay the taxes as provided above for property taxes and assessments. LESSEE shall also defend and indemnify LESSOR and the premises against liability for impositions in the nature of a tax on the right to do business when LESSOR's -collection of rent under this Lease is defined as doing business. E. IN EVENT LEASEHOLD LANDS AND IMPROVEMENTS NOT SEPARATELY ASSESSED TO LESSEE LESSEE'S OBLIGATION TO REIMBURSE LESSOR FOR PROPERTY TAXES: In the event that for any reason the property taxing authority or authorities shall not separately assess to LESSEE the leased lands including the leasehold estate of LESSEE therein, and LESSEE's improvements, facilities and personal property situated therein, and as a result thereof, the whole thereof are assessed to and taxed to LESSOR as a part of LESSOR's lands of which the leased premises are a part, LESSEE shall pay to LESSOR within thirty (30) days after written demand, LESSEE's fair and gust proportionate share thereof based upon the increased value thereof attributable to said leased land, the leasehold estate and LESSEE's improvements, facilities and personal property thereon. '21. CONDEMNATION. A. PRELIMINARY PROVISIONS: 1. DEFINITIONS: The following definitions apply in construing provisions of this .Lease relating to a taking of or damage to all or any part of the premises or improvements or any interest in them by eminent domain or inverse condemnation: -(a) Taking means the taking or damaging, including severance damage, by eminent domain or by inverse condemnation or for any public or quasi-public use under any statute. The transfer of title may be either a transfer resulting from the recording of a final order in condemnation or a voluntary transfer or conveyance to the c6ndemning 1.1 agency or entity under the threat of condemnation, in avoidance of an exercise of eminent domain, or while condemnation proceedings are pending. The taking shalt be considered to take place as of the tater of (i) the date actual physical possession is taken by the condemnor or (ii) the date on which the right to compensation and damages accrues under the law applicable to the premises. (b) 'Total taking means the taking of the fee title to all the premises and the improvements on the premises, which shall be considered to include any off site improvements effected by LESSEE to serve the premises or the improvements on the premises. (c) Substantial taking means the taking of so much of the premises, -or the right of way providing access thereto, or improvements or all or any thereof that the following condition results : A reasonable amount of reconstruction would not make the land and improvements a practical improvement and reasonably suited for LESSEE's continued occupancy for the uses and purposes for which the premises are leased. (d) Partial taking means any taking of the fee title that 'is not either a total or a substantial taking. (e) improvements means all products of skill, artifice, plan or design for construction on, modification of, or planned use of existing structures, natural or cultivated, or earth contours on the premises, including but not limited to. Buildings, structures, fixtures, fences, utility installations, excavations, surfacing, and grading; ornamental trees, bushes and vines, whether occurring on the premises naturally or emplaced by human design or effort, and whether coming into being on the premises before or after commencement of the term, landscaping, ground cover crops, planting, and earth contours forming part of a landscaping design; and artistic and ornamental components -of any of the above (f) . Notice of intended taking, means any notice or notification on which a reasonably prudent man would rely and which he would interpret as expressing an existing intention of taking as distinquished from a mere preliminary inquiry or proposal. It includes but is not limited to the service of a condemnation summons and complaint on a party to this lease. The notice is considered to have been received when a party to this Lease receives from the condemning agency or entity a notice of intent to take in writing, containing a description or a map of the taking reasonably defining the ' extent of the taking. (g) Award means compensation paid for the taking whether pursuant to Judgment or by agreement or otherwise. 12 . NOTICE TO OTHER PARTY: The party receiving any notice of the kinds specified below shall promptly give the other party notice of the receipt, contents, and date of the notice received: (a) Notice of intended taking; (b) Service of any legal process relating to condemnation of the premises or improve- ments; (c) Notice in connection with any proceedings or negotiations with respect to such a condemnation; or (d) Notice of intent or willingness to make or negotiate a private purchase, sale, or transfer in lieu of condemnation. 3. REPRESENTATIVE OF EACH PARTY; EFFECTUATION: LESSOR, LESSEE, and all persons and entities holding under LESSEE shall each have the right to represent his or its respective interest in each proceeding or negotiation with respect to a taking or intended taking and to make full proof of his or its claims. No agreement, settlement, sale, or transfer to or with the condemning authority shall be made without the consent of LESSOR and LESSEE. LESSOR and LESSEE each agrees to execute and deliver to the other any instruments that may be required to effectuate or facilitate the provisions of this Lease relating to condemnation. B. TOTAL OR SUBSTANTIAL TAKING: 1. EFFECT ON RENT AND TERM. (a) Total Taking. On a total taking, LESEE's obligation to pay rent shall terminate on the date of taking, but LESSEE's interest in the leasehold estate shall continue until the taking is completed by. deed, contract or order of final condemnation. (b) Substantial Taking: If the taking is substantial under the definition appearing in Section 21.A.1. (c) hereof, LESSEE may, by notice to LESSOR given within 30 days after LESSEE receives notice of intended taking, elect to treat the taking as a substantial taking. If LESSEE does not so notify LESSOR, the taking shall be deemed a partial taking. If LESSEE elects to treat the taking as a substantial taking it shall deliver possession to LESSOR within 90 days after its determination that the taking was a substantial taking. 2. EARLY DELIVERY OF POSSESSION: LESSEE may continue to occupy the premises and improvements until the condemnor takes physical possession. However, at any time following notice of intended total taking, or within the time limit specified for delivering possession in the provision on substantial taking, LESSEE may elect to deliver possession of the premises to LESSOR before the actual taking. The'election 13 shall be made by notice declaring the election and covenanting to pay all rents required under this Lease to the date of taking. LESSEE's right to apportionment of or compen- sation from the award shall then accrue as of the date that LESSEE goes out of possession. 3. APPORTIONMENT DISTRIBUTION OF AWARD FOR TOTAL„ TAKING: On a total taking, all sums including damages and interest awarded for the fee, shall be allocated, distributed and disbursed in the following order of priority. FIRST; To discharge all real and personal property taxes and assessments consti- tuting a lien on the premises and improvements, less such pro rata 'share thereof allocable by State Law to the condemnor cancellable upon consummation of said taking; all such amounts so paid to be charged against and deducted from LESSEE's share of said award. SECOND: To LESSOR, a sum equal to the value of the leased lands taken, valued exclusive of improvements as unimproved land and unburdened by all leases and subleases; and, in case of a partial taking, treated as a substantial taking as defined in Section 21.A..I. (c) hereof, plus the resulting or consequential (severance) damages, if any, to the remaining part of the leased lands, considered as vacant, unencumbered and unleased lands. THIRD: The residue of the total award shall be paid to LESSEE. C. PARTIAL TAKING. 1. PARTIAL TAKING; EFFECT ON LEASE AND TERM: On a partial taking, this Lease shall remain in full force and effect, covering the remaining property, except that the rent shall be reduced in the same ratio as the value of the portion of the premises taken bears to the value of the entire premises as of the date of taking possession, excluding improvements then in existence. 2. RESTORATION OF" IMPROVEMENTSs If LESSEE considers the cost of restoring the remaining portion of the leased premises is not worthwhile, LESSEE may in the manner provided in cases of a substantial taking elect to terminate the Lease. 3, APPORTIONMENT DISTRIBUTION OF AWARD FOR PARTIAL TAKING: On a partial taking, all sums, including damages and interest, awarded for the fee title or the leasehold or both, shall be allocated, distributed and disbursed in the following 'order of priority: w FIRST: To LESSEE, the cost of restoring the leasehold improvements, plus any amount assessed, awarded, paid or incurred to remove or relocate subtenants, plus any amount awarded for detriment to business. 14 w SECONDS To LESSOR a sum equal to the fair market value of the lands taken, valued as unimproved land exclusive of improvements and unburdened by all leases and subleases plus the resulting or consequential (severance) damages, if any, to the remaining part of the leased lands, considered as vacant, unencumbered and unleased lands. THIRD. To LESSOR and to LESSEE their respective expenses or disbursements reasonably and necessarily paid or incurred for or in connection with the condemnation proceedings. FOURTH; To LESSEE the residue thereof. D. LIMITED TAKINGS: 1. TAKING OF LESS THAN FEE TITLE: On the taking, other than a fee title interest In the premises or improvements or bath, the question whether the taking is total , substantial, or partial, and the effects on term, rent, and apportionment of award shall be determined by mutual agreement, arbitration, or by the Court hearing the condemnation if it goes to trial. 2. TAKING FOR TEMPORARY USE: On any taking of the temporary use of all or any part or parts of the premises or improvements or both for a period, or of any estate less than a fee, ending on or before the expiration dame of the term, neither the term nor the rent shall be reduced or affected in any way, and LESSEE shall be entitled to any award for the use or estate taken. If any such taking is for a period extending beyond the expiration date of the term, the taking shall be treated under the foregoing provisions for total , substantial and partial takings. E. TRADE FIXTURES UIPMENT AND INCIDENTAL RIGHTS: Any ,award, settlement or compen- sation made expressly as compensation for any claim (including for purposes of illustr- ation but not limitation, claims for furnishings and trade fixtures and equipment), by LESSEE or any person holding under LESSEE (except a claim for an interest in the fee of the premises or for a leasehold value) and interest paid thereon as damages for delay in making compensation, shall belong to that one of LESSEE or persons holding under it which made such claim and such amount shall, notwithstanding the previsions of Section 21.8.3 and 21.0.3, not be part of the total award referred to in Sections 21.8.3 and 21.0.3, to be distributed in accordance with the provisions thereof, 22. SURRENDER OF POSSESSION UPON TERMINATION: upon expiration or sooner termination of this Lease, or if LESSEE shall elect to permanently terminate operations of its telecommunications facilities on the premises after construction and installation of its improvements and facilities thereon, prior to the expiration or sooner termina- 15 tion of this Lease, LESSEE shall promptly remove all towers, footings, concrete pads, anchors, guy wires, fences, fixtures, materials, improvements and personal property made or placed upon the premises unless otherwise agreed in writing by LESSOR, and cover up all pit holes, trenches or other borings or excavations made thereon; and leave said lands in goad, clean condition, reasonable wear and tear excluded. 23. NOTICES: Any notice to be given hereunder or which either party wishes t6 give to the ether shall be in writing and shall be delivered by mailing by depositing the same in the united States mail, with all postage and certification charges thereon prepaid, in a sealed envelope and sent by certified mail with return receipt requested, addressed as follows: LESSOR: To them in care of GORDON B. TURNER TURNER, HUGUET & GRANS P.U. Box 110 Martinez, CA 94553 LESSEE: CONTRA COSTA COUNTY Public Works Department 651 Pine Street, 5th Floor Martinez, CA 94553 or to such address as either party to be notified shall hereafter specify by written notice to the other, and any notice shall be deemed validly given five (5) days after posting. 24. ATTORNEY'S FEES. In the event of any dispute arising out of or rebating to this agreement and resulting in litigation between or affecting the parties hereto, the prevailing party shall be entitled to attorney's fees and costs. 25. WAIVER: The waiver of any covenant, condition or agreement contained herein shall not vitiate this Agreement or any other covenant, condition or agreement herein. -The waiver of the- time-for performing any act shall not constitute a waiver of the time for performing any other act or any identical act required to be performed at .a later time. 25. SENDER: The neuter gender includes the feminine and masculine, the masculine includes the feminine and neuter, and the feminine includes the neuter, and each includes corporation, partnership, or other legal entity when the context so requires. 27. SINGULAR AND PLURAL: The singular number includes the plural whenever the context so requires. 28. ENTIRE AGREEMENT: This Lease contains the entire agreement between the parties. No promise, representation, warranty or covenant not included in this Lease has been or is relied on by either party. Each party has relied on his own examination of this Lease, the counsel of his own advisors, and the warranties, representations, 16 M covenants in the Lease itself. The failure or refusal of either party to inspect the premises or improvements, to read the -Lease or other document, or to obtain legal ether advise relevant to this transaction constitutes a waiver of any objection. contention, or claim that might have been based on such reading, inspection, or advice. 29. SEVERABILITY: The invalidity or illegality of any provision shall not affect the remainder of the Lease. 30. SUCCESSORS: Subject to, the provisions of this Lease on assignment, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the heirs, successors, executors, administrators, assigns, and personal representatives of the respective parties. 31. HOLING OVER; This Lease shall terminate without further notice at expiration i of the term. Any holding over by LESSEE after expiration shall not constitute a renewal or extension or give LESSEE any rights in or to the premises kept as otherwise expressly provided in this Lease, but shall be construed as a tenancy from month to month, subject to the terms of this Lease so far as applicable. .32. RECORDATION OF ABSTRACT ONLY: This Lease shall not be recorded; Only a memorandum of this Lease, shall be recorded. The parties shall execute the memorandum in form and substance as required by a title insurance company insuring LESSEE's leasehold estate or the interest of any leasehold mortgagee or fee mortgagee or as mutually agreed and sufficient to give constructive notice of the Lease to subsequent purchasers and mortgagees. 33. INTERPRETATION: This Lease and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of California. 34. NOTICE OF SALE: In the event the LESSOR shall at any time hereafter sell the lands subject to this Lease, LESSOR shall promptly give written notice thereof to LESSEE including the name or names and the addresses of the buyers. 35. FIRST RIGHT OF REFUSAL TO PURCHASE: In the event the LESSOR shall at -any time during the term of this Lease receive an offer to purchase the leased premises and appurtenant right of way as described in Exhibits "Ai` and "B" hereof, exclusive of the remaining lands of LESSOR of which the leased premises and appurtenant right of way are a part, at a price and upon terms and conditions deemed satisfactory to LESSOR, LESSOR shall give prompt written notice thereof containing in full detail s the price, terms and conditions of the offer, and the LESSEE shall thereafter have sixty (60) days within which to elect to purchase the leased premises and appurtenant right of way for the same price and upon the same terms and conditions as contained in said offer received by LESSOR. Written notice of such election by LESSEE to so 17 ..................- .......... .Purchase said leased premises and appurtenant right of way shall be given to LESSOR within said sixty (60) day period and in default thareof*, all rights of LESSEE hereunder to a first right of refusal shall automatically cease and terminate. If LESSEE shall within the time limits set forth herein elect to purchase said leased premises and appurtenant right of way, LESSEE shall within thirty (30) days following giving of written notice of election to purchase, deposit Into escrow with a responsible title insurance company doing business in the County of Contra Costa, the purchase price and all documents and buyer's escrow instructions called for. LESSOR shall promptly execute and deposit into escrow the deed and all documents and escrow, instructions called for upon its part and behalf to consummate the sale thereof. This first right of refusal shall not apply to a sale of the whole of the lands, of LESSOR of which the leased lands are a part; the whole of the lands of the LESSOR is identified as Contra Costa County Assessor's Parcel No. 354-300-005 for fiscal tax year 1981-82, containing in all 461.978 acres. 36. TIME OF ESSENCE: Time is of the essence in this Lease Agreement and of each and al-1 of the terms, conditions* covenants and Agreements hereof. 18 37. JOHN V. HOOK, as executor under will of ROBERTA H.. HOOK, DECEASED, has been authorized to execute and deliver this Lease on behalf of the estate of said decedent pursuant to an order of the Superior Court of California for Contra Costa County, under Probate Proceedings Pio. 56392, made and renderer! on Qctober 5 , 1982, authorizing the execution and delivery thereof. LESSEE LESSQR COUNTY OF CONTRA COSTA, a political subdivision of the State of California (HelenBecker) By Chaan, Bond of SDperOs6rs Bernice Boradori ATTE&T.- J.R.- OLSSON, Caerk "tMa ,ne Hagar By Deputy (Jon V. Hook, also known as John Hook) RE' ED A O I.8 1/ AL put Dunt ator ohn V. Ao;k as Executor U/W of Roberta Hook, deceased) By ,wlf r or By j4Q W 04pulty Public WorI& D' -tor Buildings and Grounds o n V. Hodk and By Lease Management tan eycftj as Trustee U /W an by Decree of Final Distribution Estate of Mary Williams, deceased) APPROVED AS TO FORM:- JOHN B. CLAUS€N, County Counsel =tan y c e By Si'L.VANO MARCHESI Deputy 9oAlto c Woodrow Roche 19 Nadeen Peak Lease Communications Site Took, et al. EXHIBIT "A" The land referred to herein is situated in the unincorporated area of Contra Costa County, State of California, described as follows: Parcel One A portion of Rancho Del Hombre (Northern Part) described as follows: A 25 foot strip of land the centerline of which is described as follows : Commencing on the monument line at a standard Contra Costa County street monument No. CS-11 as shown on the County precise traverse form for Cummings kyway Road No. 1991 on f le in the office of the County Surv8yor; thence North 58 50" 43" West along said monument line (the bearing North 58 50" 43" nest being taken for the purpose of this description) 740.54 feet to a standard Contra Costa County monument No. CS-12 of said precise traverse form; thence North 310 09" 17" East 109.€12 feet to the northerly right of way line of Cummings Skyway being also the southerly line of the deed from C.W. McNear Inc. to John A. DeMartini recorded December 23, 1943 in Book 759 of Official Records at page 16, in the Office of the Count Recorder, Contra Costa County, California thence along said right of way North 66, 31' 12" West 113.85 feet; thence North 69 34 " 21" West 1.010.95 feet to the true point of beginning; thence North 330 22' 46" East 1.58.08 feet; thence North 450 01 ' 05" East 102.85 feet; thence Northeasterly along the arc of curve to the right tangent to the last mentioned course through a central angle of 570 35 ' 01" with a radius of 105 feet, an arc distance of 105.53 feet; thence South 770 23 ' 54" East 1.81.20 feet; thence northeasterly along the arc of a curve to the left, tangent to the last mentioned course through a central angle of 27 34" 12" with a radius of 120 feet, an arc distance of 57.74 feet; thence South- ea�terly along the arc of a reverse curve to the right through a central angle of 41 18' 09" with a radius of 90 feet, an arc distance of 54.88 feet; thence South 630 39" 57" East 583.36 feet; thence Southeasterly along the arc of a cure to the right, tangent to the last mentioned course, through a central angle of 19 28' 29" with a radius of 1.25 feet, an arc distance of 42.49 feet; thence Northe Ssterly along the arc of a reverse curve to the left, through a central angle of 100 45" 52" with a radius of 75 feet, an arc distance of 131..90 feet; thence North 350 02" 40" East 94.00 feet; thence Northwesterly along the arc of curve to the left tangent to the last mentioned course, through a central angle of 360 40' 001" with a radius of 190 feet, an arc distance of 121.59 feet; thence North 10 37' 20" best 51.95 feet; thence Northeasterly along the arc of a curve to the right, tangent to the last mentioned course, through a central angle of 280 13' 02" with a radius of 300 feet, an arc distance of 147.75 feet; thence North 260 35' 42" East 116.57 feet; thence Northeasterly along the arc of a cure to the right, tangent to the last mentioned course, through a central angle of 5 55 ' 55" with a radius of 250 feet, an arc distance of 25.88 feet to the terminus of the herein described easement. The sidelines of said strip are to be lengthened or shortened as to terminate on Parcel Two. Parcel Two A portion of Rancho Del Nombre (Northern Part) described as follows: a Beginning at the terminus of said Parcel One; thence from said point of beginning North 270 233 50" West, 166.28 feet; thence, North 620 36" 101" East, 200 feet; thence, South 270 23 ' 50" East, 200 feet; thence, South 620 36' 10" West, 240 feet, thence, North 270 23' 50" West, 33.72 feet to the point of beginning. Page 1 of 1 i H I L31 13 �-- 55'22*46'E J. 158.05 ' 31° `�, W 40`01'X35'E I7 X09.02-� ' ltoa 1t�2.85 Gl Z A-57.35.01. . K= 10500--.— L-- 105. 0500--. --L- 1v5 93 E5 77'23'5;4`F_ --1 f5120 • 1`` Ar 27`M 12 l Liz,4'18*03" -._.._.� 120.00 t * ` O.p0---..., L- 57.74- 5GAL E% I=200i b- 19`2 29' 125.00...... ._ . . - . 42.49 Z- 100'4 5'5 2 _ N 35"02.x. E !.1- 36,`40`00 ` 4.00110-00._.......: ,,�'' 1_.• VZ1. 59 ' �`` + )q.250,00 6.28 aoz L 147.7 5 rPARCE 5 27'2.3`.50' • , ool oo 1 ....................... ........................................................ H I B I T C a t • � �J � fit �� t�: cn 44. ,� '..•j'�„f "°"."�;�'�'» - �'%++n.�+....+eey�� yt'.�. ...,��..,`.:w.,.+.y(...� ,�kt��'•. «�ltw:""' w�,r�+"'"'r. •..:w}�,'�"'+ �..,wr�'�r+.+ ..r. ,w ' ;� .� �: � +"'��w by . +...+.+w♦ ♦. w..r+w,w.r �..,r.y. +ww+w. ( {� ��� 1 �, � PAGE I OF 7 " � co L6 Lq 0 C✓ E C A: willfill hey js 3- - � c < p Z C� � t 91 M 3 0 Lj t i 4 y a1 I o if 121'1 � MIRc w m EXHIBIT C PAGE 2 of 7 E m -- § . ZAA 466 boo L7 Sp1} -Ax uwx 1Wiu y § ® '� °1 an t Www ! i all � xri r .0 ti aua a .erc a ata a g ,ams no 'r _wmi► -OUP wm v xdpaa xCa46 - wUatl6 N611—A A b-At A-ax A-AE A-AM •A^.xE i1N6Nt AVx A +uawaA lilt INS R 4 x it's 9N�yi �i. U1 iqy ryM wwwy��Y.gk�L a6i N�IN��E�K M yY g ��. w� A5r5iras fiy 3 #M yy(�.s nyV wj'{wr yyy uwty y V Wy6yytl V V4tV w.vytl V�IW wINV yNY �BNV ylVM•NY�y aq MV wIV 6q�fvM,(Y�YV � g RIMS iffifil Ira Mile diiig dfil s III M 115 M 1 M 114 DD fill 1 .11111111111,111114111111 EXHIBIT C PAGE 3 OF a � la lb L ot -i t f EXHIBIT C PAGE 4 OF 7 m ml l' 9 04 31, Psi 0 o a f9 ° o � � see ` d tl us w obi MIM U m< fit s eiu8 41G;C A EXHIBIT PAGE 5 OF 7 _. ..................... __ .......................................................... JIM its fit is Ul gyp§ s y ¢ y yb @ t 9 l8 pi g IX �iS6 Rg L ►i�S B 9. , uj $ gg N ii'Q !a �' } fig � i lith >9 � # ! n 6 lilt ,pq 3p V1111 lit 11; � a w.. . LLL— cu it, m 321 loggia � m r , t < F kYM.6 < .z MAA •'.3i .:��yyj � t GG LO io W z t F u IL µ,dAl 8f `,,..' Z) .i L_l MA— LLI 49 — } o a= lit --,4 s, �A h F litm , i M_Iii470Ld an e i a EXHIBIT C PAGE 6 OF 7 _.... . __. _.. . ............................................................................. co i g Z U- LU is Ln ` C7 i )197A8 �J.tla Nd41d�35id ARti ~ aL N/12f tM9fd0 W'9s 9 OVA AlUMM o[ P m,oacs am aux aaruxwrm.A ew x� uAslt4 VW^a x g �. .HM a SYN uu m jzAw" SAM 'com"s M NI riN a o m � u 0 f,. z �, a IL ' bNNV wvV wNNNfVw v, %%MLcli U'�'+ d t b EXHIBI'T' C PAGE 7 OF 7 EXHIBIT D INITIAL RENT AND FEE CREDIT The initial monthly rent credit for Nadeen Peak and initial fee credits for Kregor Peak and Bald Peak are as follows: Nadeen Peak $1,536.00 Initial installation consisting of 3 equipment racks and associated antennas on the tower @ $512.00 per unit Kregor Peak 512.00 Initial installation consisting of 1 equipment rack and associated antennas on the tower @ $512.00 per unit Bald Peak 512.00 Initial installation of antennas on the tower and associated equipment a@ $512.00 Initial monthly rent and fees drawn against State's Rent Credit $2,560.00 STATE'S INITIAL RENT CREDIT SMALL BE $330,000.00. NadeenPeakStateExadoc _. ..................................................... EXHIBIT B k. Cqtv 0CD cs0o ® o tv999NmI. co0tTNc: Ot'yt9r. o, or rfiettl70 u7 � ciy cx ciy cn Coto tom. , cow La t � ti to w w w w w w t. w r r r� �- �r- v- e^- C17 CC! v 0v- �`•' r r_ r' r e- r r 6 -1 rL�W 111 Wwww W — e- w- ritf111w11! w W W 111w = il' fl' LL' t]' CCC>✓ w `� w ' IY � O' CC1L' CLr� � t� Cl1tL' [,� W IJ.E111E11 .ne 'C C 0. N .� 0d L CL E tZ o L 06so F aEy E .riamm .°a .ospy ° ra° n C> t- � tutaro � mro � m ° iarot� CL mt� � � Cl N u7 CLi w N h• !:! 2cYi O L C Cy Cay C� 69 toil • to Cdl W 117 0 r C7 0 0 Oy u7 V M 0 $ v CCy O N C) C7 d 0 Cn Q m CSS C7 0} q 9 q N N Cl3 C� q CR N f`- lCy C> Ca C7 � C;f E {q OU C7 t°4 ttJ Ca CV o 'q' m co 8 r- C D In w (" t'- Q GY Co CS (p V) 0 r CJ r O Oo 00 1`�- N `d Cly i,- � to C1 N r 0 Q CS CD qtr CS N Cly Cy t 'CF N Cl7 t M Ci`aY 00 V U) CD 0 t`- m y CSS w e N N w v a- , C7�r tYl C'� CCy r R M C"7 r CV l:3 N _ C, ii C Cfl Q �! d CO �- r r r p 64 Cf3 fa fR 61).60J. 6% 613 6l* 69 6$ 6% 61), Ol 613 69 69 61). 611. 60�- 69 CU � tss O C7 CD C C7 CO R q d C S C� n- 4+ CEJ C7 t� C� D E 0 O C C3 O O CJ S17 CSS Cn C17 L M LO ® 61* 641y} tr F- U � N �r C C71 CC C ScS C !r d O O C � 0 tl Z3 C !73 cu mC C m N L- 4) v CCI w LY U co � CN """'HI 'IT r. cv Ct ct7 cs 2"w c7 o rr- cc co �«� r 9 C7 O V- rr- tT7 577 r- Cz_.h. ce> LO LUJ r«:+ �� fir/ re of {y, W tY{ m CF) to � 0} ui cvi c 547 co 0 cli CN { { 1 Y p. �. � of ww "('� �. �i {rte} �. � y,� �. S✓ {�i ��v�.¢ �.. t£i `W LD 0 321 C� VD W !W C+# C5 ctS cls t!7 �y.y v " N F 313 3l7 Cit 'M'� 327 Cb 327 0) (}j � "�t""J �, t*'Y,' p C�3 577 tr7 "{"_3L7 t•'7 e- d. Cd 0 tf3 tR tf?tR G9 tft 49 t9 tr9 <fl H3 tfl69 b� CV CJ p CJ C7 t CJ C} O C m C? GG9CSt:3tJ in 0 C00000 0c) 4DC7 O + 0 C7 2a O O 0 Q V- T- V- -- r tom- 3`7 [r7 G> 1 y `V t? tf3 M E t t.3 6+3 tF3 tf} tf} to C E ST E 1310 r. C m w sr5 a 'cs •u`y O N x tl7 t�B N Q Ck G Q SJ 1 w C,. 33 CS C C m X Q7d 3W (1} 2U ° i61 p cr } r' Z"KHIIT F SITESTANDARDS The following standards are established as minimum site user requirements to allow all systems to operate with a minimum of interference and the maximum attainable reliability. .Additional requirements may be imposed depending on the individual case. All site users will be handled on an equitable basis under these standards regardless of the equipment type. 1. Each transmitter must be identified with a County approved designation tag, along with the name and phone number or the person responsible for the operation of the transmitter. Each transmitter shall have its FCC licensed call sign on the cabinet. 2. A certified true copy of the Federal Communications Commission license grant for each transmitter,shall be provided to the County prior to any installation commencing. 3. Only FCC type accepted/approved transmitters shall be installed. 4. Each transmitter (microwave excepted) shall have a harmonic filter, protective isolator and band-pass cavity which shall as a minimum meet the requirements in table 1. The isolator shall proceed the band-pass cavity in the transmit path. 5. Additional filters, band-pass cavities, isolators and other protection may be required to solve site specific interference problems. 6. Double,-shielded (MIL C17), or solid outer conductor (Helix) shall be used to connect RF equipment to antennas, protective devices and components; preferably using type "N" connectors and a minimum number of adapters. Single-shield cable and unjacketed transmission line are prohibited. 7. Transmission lines shall be grounded at the top, bottom and building entry point, utilizing the transmission line manufacturer's grounding kit. 8. A lightning arrester shall be provided on each transmission line entering the building. The lightning arrester's ground shall be connected to the ground bar below the cable- entry in the building. 9. Antenna mounting assemblies shall utilize galvanized steel structural members specifically designed to fit the tower structure. .All ferrous metals utilized with the mounting hardware shall either be hot-dipped galvanized or stainless steel. 10. Contact surfaces of dissimilar metals shall be treated to prevent galvanic corrosion (rust). 11. Transmission line supports and hangers shall adequately support the transmission lines when subjected to wind and ice, and shall prevent vibration and shaking. The support shall ensure that no weight or stress is placed on adjoining sections. The use of wire-ties, steel bands, wraplock, wire or any other attachment other than that specified will not be accepted. Page 1 of 2 12. Site users will submit detailed plans for their installation. Detailed plans should include all equipment, transmission lines, antenna mounts and FCC licenses. 13.All transmission lines will be color coded as specified by County. 14. Site users will pay the County for any Load Calculation studies Testing and Inspection: The County shall have the right to inspect all phases of work of the transmitter and antenna system to determine that the system meets these specifications. Any discrepancies shall be corrected immediately. TABLE 1 FREQUENCY ISOLATOR BPC ATTENUATION FROM CARRIER FREQUENCY 30 - 60 MHz 40 dB 15 dB minimum 130 µ 180 MHz 50 dg 15 dB minimum 400 • 512 MHz 50 dB 20 dB minimum 800 - 960 MHz 50 dB 25 dB minimum Page 2 of 2 LICENSE AGREEMENT RREGOR PEAT PITTSBURG CONTRA COSTA COUNTY, CALIFORNIA FOR THE STATE OF CALIFORNIA `SPR 1 4 2004 CONTRA COSTA 1. Parties, Effective on , COUNTY, a political subdivision. of the State of California, hereinafter called "COUNTY", and THE STATE OF CALIFORNIA, acting by and through the Department of Transportation, hereinafter called "STATE", mutually enter into the following agreement (the "Agreement"): .2. Premises. (a) COUNTY and STATE acknowledge and agree that this Agreement and rights hereunder are subject to and subordinate to the terms, covenants and conditions of the Master Lease entered into between EDNA HANLON THOMAS (the "Master Lessor"), as landlord, and COUNTY as tenant, which was entered into November 15, 1964 (the "Master Lease"), for that certain parcel of land located in the County of Contra Costa, State of California (the "Property"), as more particularly described in Exhibits A and B, attached hereto and made a part hereof, together with right of ingress and egress for personnel, vehicles and/or utilities and utility lines in, on or above the access road("Access Road") also described in Exhibits A and B. Subject to the earlier termination of this Agreement as provided herein, this Agreement will terminate on the termination, cancellation or expiration of the Master Lease. (b) COUNTY hereby grants to STATE the right to use those certain premises (the "Premises") as more particularly described in Exhibit C, attached hereto and made a part hereof, whose location is within the building (the "Vault") on the Property for its use according to Paragraph 5 of this Agreement, and to use all unoccupied parts of the Property for reasonable access to the Premises or STATE'S Equipment (as defined in Paragraph 6 (a) of this Agreement) in common with COUNTY and other sublessees or licensees of 1 COUNTY, together with the right to use all easements, rights and rights of way for ingress or egress for personnel, or vehicles granted under the Master Lease and the rights to install Equipment described in Section 7 of this Agreement. 3. Term. (a) Primary Term. The term of this License (the "Primary Term") shall be one (1) year beginning January 1, 2004 and ending December 31, 2004. The rights granted under this Agreement may be revoked or terminated by either party at any time, with or without cause, upon one hundred twenty (120) days written notice to the other party. In the event of such termination, all rights and obligations of the parties under this License shall cease. (b) Extension. This License shall be automatically renewed upon the same terms and conditions, except for rents, every year on a year-to-year basis unless notice is received from either party within ninety (90) days of the expiration of the term or any extension thereof. 4. 1Ayment. (a) Introduction — STATE has leased a portion of the premises at the COUNTY'S Nadeen Peak., Crockett, California, communications site to establish a communications facility. STATE has agreed to install site improvements at Nadeen Pear to facilitate its use of the site. Upon completion by STATE and acceptance by COUNTY the site improvements shall become COUNTY property. In exchange for the site improvements, COUNTY agrees to provide STATE with a Rent Credit. COUNTY and STATE have agreed STATE shall use a portion of the rent credit ("Rent Credit") outlined in the STATE'S lease for Nadeen Peak to pay the monthly fee owed by STATE for this License until the Rent Credit has been expended. A copy of STATE'S Nadeen Peak lease is on file with COUNTY'S Lease Manager. STATE'S fee payment shall commence upon the substantial completion of STATE'S improvements at these Premises. As an example, if the initial monthly fee for the Premises is $500.00 per month, this fee shall be charged against the Rent Credit the STATE has for Nadeen Peak. In the event there is a fee increase during this initial period, the fees against the Rent Credit would be adjusted according to the change in the license fee. 2 At the commencement of this License the monthly fee shall be FIVE HUNDRED TWELVE AND NO/100 DOLLARS ($512.00). At least sixty (60) days prior to the termination of the Rent Credit, COUNTY shall provide written notice to STATE specifying the commencement date for payment of a monthly license fee, the amount of such monthly payments, and the next rental adjustment date. (b) The installation of any additional equipment or antennas shall require the prior written consent of COUNTTY and shall be charged to STATE upon installation as determined by the County's Telecommunications Manager. Removal of any equipment or antennas shall require the written permission of the County's Telecommunications Manager. If equipment or antennas are removed, an appropriate reduction in fees shall be made effective the first full month following removal. (c) Ease Rent Adjustment. The monthly fees for this License shall be subject to adjustment to reflect current rates, predicated upon the prevailing economic conditions pertinent to the use of subject County property, providing, however, that STATE shall be charged no more than other users of COUNTY'S facilities are charged for comparable space. Said adjustments shall occur no more than once during any calendar year by written notice to STATE from COUNTY'S Telecommunications Manager. (d) Prorated Fees. The fees for any period during the term or extension thereof that is less than one (1) month shall be prorated based on a thirty(30) day month. Payments shall be made to Contra Costa County, Department of Information Technology, 30 Douglas Drive, Martinez, CA 94553, Attention: Accounting, or to such other place as COUNTY may from time to time designate by written notice to STATE. 5. Revocable Use of the Premises. The rights granted herein are revocable and this Agreement may be revoked as provided herein. The Premises shall be used by STATE only for an electronic communications facility with related antennas, cables, conduits, wires and electronic and similar hardware. STATE may not use the Premises for any purpose or business other than specified herein without obtaining COUNTY'S prior written consent. STATE'S initial installation shall be designated as one (1) equipment rack and associated 3 antennas on the Tower as of the date of the execution of this License. The location of STATE'S equipment and antennas for the initial installation are shown on Exhibit C, attached hereto and made a part hereof. 6. STATE'S Equipment. (a) All personal property owned, leased, or otherwise in the possession of STATE, that is placed, installed, affixed, or located on or near the Property shall be referred to as "Equipment", and shall include, but not be limited to antennas, cables, conduits, wires, electronics, and other hardware. (b) Notwithstanding any other provisions of this Agreement, any Equipment installed at, affixed or located on the Property by STATE (other than improvements to real property which are addressed in Paragraph 9. Improvements to the Premises of this Agreement, below) shall be and shall remain the property of STATE (whether owned, leased, or otherwise in the possession of), and STATE may remove its Equipment at any time, including when STATE vacates the Premises, providing such removal shall be accomplished without damage to the Premises, no later than sixty (60) days after revocation or other termination of this Agreement. After sixty (60) days following termination, any Equipment or portion thereof remaining on the Property shall, at the sole discretion of the COUNTY, either (1) become COUNTY property; or(2)be removed'and disposed of by the COUN'T'Y, with the cost of removal and disposal, including administrative overhead, reimbursed to COUNTY within thirty(30) days of request by COUNTY to STATE. 7. Installation of Equipment. (a) COUNTY consents to the installation by STATE, at STATE'S expense, of the Equipment necessary or appropriate to the operation of STATE'S communications facility (consisting of the antennas and Equipment listed, and any additional antennas or Equipment approved by COUNTY, as provided in Paragraph 5. Use of Premises) on the Premises, including without limitation the installation and maintenance of antennas, cables and wires on the existing towers ("Towers") located on the Property. The location of such antennas on the Towers and cable shall be determined by mutual agreement of COUNTY and STATE. Before the installation of any antennas by STATE, STATE shall notify COUNTY in writing, and COUNTY shall review and approve the proposed. installation. It is understood and agreed that antennas shall be located at the 4 optimum location on the Towers to provide sufficient coverage, but shall in no way interfere with the existing antennas or structural loading of the Towers. (b) The installation or construction of any Equipment, fixtures or improvements to real property(as discussed in Paragraph 9 of this Agreement) by STATE on the Premises or Property shall not render irrevocable this License, which may be revoked pursuant to the terms of this License Agreement, and shall not be construed to effect a conveyance or any property right or interest to STATE. & Electronic Interference. (a) Prior to the installation of Equipment utilizing frequencies previously unused by STATE, STATE shall notify COUNTY in writing, and COUNTY shall promptly review the proposed installation to ensure compatibility and noninterference with existing radio systems on the Property. Any Equipment installed by STATE on the Premises shall be frequency compatible with all radia transmitting and receiving equipment existing and in use on the Property at the time initial installation of such Equipment is made. Prior to the use of any frequencies, STATE shall provide COUNTY with a copy or certificate of every Federal Communications Commission ("FCC") license allowing the use of those frequencies at the Premises. In the event STATE'S installation electronically or physically causes measurable interference or degradation of the authorized radio frequencies or equipment of any COUNTY (or those acting under COUNTY) installation already existing and in use on the Property at the time initial installation of STATE'S Equipment is made, STATE shall take all necessary steps, at its scale cost and expense, to eliminate such interference, whether so required by the FCC or not. In the event any installation made subsequent to STATE'S installation, by COUNTY or those acting under a COUNTY license, lease, sublease or agreement, interferes with STATE, either electronically or physically, can the frequencies authorized by COUNTY, COUNTY shall make such corrections as are necessary to eliminate its own interference or shall direct the responsible party to make such corrections as are necessary to eliminate its interference, whether required by the FCC or not. At STATE'S request, COUNTY shall supply STATE with infonnation it has in its records which describes the other frequencies 5 operating at the Property, except when in COUNTY'S reasonable discretion such information is confidential or otherwise not subject to disclosure. (b) For purposes of this Section, the existence of electronic interference shall be reasonably determined by COUNTY. Should COUNTY'S opinion of the existence of electronic interference be challenged by STATE, an independent Communications Engineer agreeable to COUNTY and STATE shall mare the final determination as to the existence of electronic interference. If electronic interference caused by STATE is found, the fee for the Communications Engineer shall be reimbursed to COUNTY by STATE. If the electronic interference is determined to have not been caused by STATE, COUNTY shall pay the fee for the Communications Engineer. 9. I provements to the Premises. (a) STATE shall not construct any real property improvements to the Premises or the Property without prior written consent from COUNTY. All real property improvements, whether constructed with or without prior consent from COUNTY, shall be and shall remain the property of COUNTY, except as further set forth in this Paragraph 9 of the Agreement. For the purposes of this Agreement, real property improvements do not include equipment cabinets, STATE'S Equipment and any other trade fixtures. (b) With respect to any real property improvements made to the Premises or the Property by STATE, STATE shall be responsible for: (1) removing at it sole cost, all improvements to real property on the Premises or Property constructed by STATE (with or without the consent of COUNTY), except those improvements to real property which the Parties at the time of termination of this Agreement agree shall not be removed, and (2) for repairing, at its sole cost, all damage caused by such removal. Notwithstanding any other provisions of this Agreement, STATE shall not be required to remove any structural improvements made to the Premises by COUNTY or by STATE in order to provide sufficient support for STATE'S Equipment. 10. Hazardous Materials. STATE shall not, and shall ensure that STATE'S agents, employees, contractors, invitees or others on the Premises or the Property with STATE'S permission do not, store or dispose of any hazardous materials which are or 6 become, while this Agreement is in existence, regulated by any local government authority, the State of California, or the United States government ("Hazardous Materials"). Should any discharge, leakage, spillage, emission or pollution of any type occur upon or From the Premises or Property due to STATE'S use and occupancy thereof, STATE, at its expense, shall be obligated to clean all the property affected thereby, whether owned, controlled, or possessed by COUNTY or any third party, to the reasonable satisfaction of COUNTY or other governmental body having jurisdiction thereover. (b) STATE shall not permit any activity on the Premises or the Property which directly or indirectly produces unlawful amounts or levels of air pollution (gases, particulate matter, odors, fumes, smoke, or dust), water pollution, noise, glare, trash or refuse accumulation, or which is hazardous or dangerous by reason or risk of explosion, fire or harmful emissions. COUNTY shall have the right to inspect the Premises and STATE'S Equipment to verify STATE'S conformance with the provisions of this Paragraph after providing STATE with twenty-Four (24) hours actual notice as provided for in Paragraph 31 hereof("Notices"). (c) COUNTY has not surveyed or tested the Property, but to COUNTY'S knowledge, neither COUNTY, nor 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 Property in violation of any law or regulation. (d) To the extent permitted by law, STATE shall indemnify, hold harmless, and defend COUNTY and holders of user rights against all liability, cost, and expense (including, without limitation, any fines, penalties, judgements, litigation costs, and attorneys' fees) incurred by COUNTY and such other users as a result of STATE'S breach of this Paragraph or as a result of any STATE discharge, leakage, spillage, emission or pollution, regardless of whether such liability, cost or expense arises during or after the term of this Agreement, unless such liability, cost or expense is proximately caused solely by the negligence of COUNTY. The parties to this Agreement acknowledge that the provisions of this paragraph shall survive beyond the expiration or termination of this Agreement. 7 (e) STATE shall pay all amounts due COUNTY under this Paragraph within thirty (30) days after any such amounts become due. 1.1. Access to Property and Premises. COUNTY shall deliver to STATE keys to all gates currently located on the Property, including the Access Road, and each party shall have keys to all gates hereinafter constructed or installed on the Property or the Access Road. COUNTY shall deliver to STATE all keys required to provide access to the Premises at all times. COUNTY shall maintain all access roadways under its control from the nearest public roadway to the Premises in a manner similar to the conditions on the commencement date of this License. COUNTY shall be responsible for maintaining and repairing such roadways at its sole expense. STATE agrees to promptly repair any abnormal or excessive read damage to such roadways solely caused by STATE'S use, including such road surface protective features as water drains, berms and culverts. 12. Continuous Operation. In the event of any damage, destruction or condemnation of the building which renders STATE'S communications facility inoperable or unusable in the opinion of STATE, STATE may terminate this License. 13. Permits and Approvals. STATE shall be responsible for obtaining any permits and approvals from any federal, state, local or other agency having.jurisdiction over the Premises. This Agreement does not constitute governmental approval by COUNTY for any use by STATE of the Premises. 14. Assignment and Sublicensina. STATE shall not have the right to assign or sublicense this License. 15. Hold Harmless. Each party hereby indemnifies the other, the Master Lessor, and the other party's officers, agents and employees against any and all costs (including reasonable attorneys' fees) and claims of liability for bodily injury, personal injury and/or property damage approximately caused or resulting from the use and/or occupancy of the Site, the Building, and/or the Antenna Support Structure (Towers) by such indemnifying party. Notwithstanding the preceding, neither party shall be responsible for any liability 8 resulting from any negligent or intentional conduct of the other party, their officers, agents or employees. It is agreed between the Parties that COUNTY assumes no responsibility or liability for loss, damage, expenses or claims, direct or consequential, from STATE'S inability to use the site for its intended purpose, contributed to or caused by matters beyond the reasonable control of COUNTY, acting solely in its proprietary capacity as Licensor under this Agreement and not in any governmental capacity. 16. Insurance. (a) The State of California has elected to be insured for its motor vehicle and general liability exposures through a self-insurance program. The State Attorney General administers the general liability program through an annual appropriation from the General Fund. The Office of Risk and Insurance Management administers the motor vehicle liability program. (b) Under this form of insurance, STATE and its employees (as defined in Section 810.2 Government Code) are insured for any tort liability that may develop through carrying out official activities, including STATE official operations on non-STATE owned property. Should any claim arise by reason of such operations or under an official contract or license agreement, they should be referred to the: Attorney General, State of California, Tort Liability Section, 1300 "I" Street, Sacramento, California 95814. Claims arising from operations of a STATE-owned vehicle should be forwarded to the: Office of Risk and Insurance Management, Auto Self-Insurance, 707 Third Street, West Sacramento, California 95605. (c) The State of California has entered into a Master Agreement with the State Compensation Insurance Fund to administer workers' compensation benefits for all State employees, as required by the Labor Code. 17. Termination. (a) If STATE: (1) Defaults in the payment of any single monthly fee or in the payment of any other sum required to be paid under this Agreement, and such default is not cured by STATE within ten (10) days following written notice to STA'T'E from COUNTY; or (2) Defaults in the performance of any other covenant or agreement hereof, and such default is not cured by STATE within thirty (30) days 9 following written notice to STATE from COUNTY or, if the breach tabes more than thirty (30) days to cure, if STATE has not commenced to cure such breach within said thirty (30) days or fails to diligently prosecute the cure to completion within a reasonable time thereafter, as determined by COUNTY in COUNTY'S sole discretion, COUNTY may treat such event as a breach of this Agreement and shall have the right to terminate this Agreement, in addition to all other rights and remedies provided at law or in equity. (b) If COUNTY defaults in the performance of any covenant or agreement hereof, and such default is not cured by COUNTY within thirty (30) days following written notice to COUNTY from STATE or, if the breach takes more than thirty (30) days to cure, if COUNTY has not commenced to cure such breach within said thirty (30) days or fails to diligently prosecute the cure to completion within a reasonable time thereafter, as determined by STATE in STATE'S sole discretion, STATE may treat such event as a breach of this Agreement and shall have the right to terminate this Agreement and vacate the Premises without further cast or obligation. STATE shall have the right, but not the obligation, to cure any default by COUNTY following such notice and cure period and to deduct the cost of such cure from the Base Fee, as it may be adjusted, due hereunder upon presentation of an accounting of such casts to COUNTY. (c) This Agreement shall automatically terminate upon the expiration of the Term, as identified in Paragraph 3 of this Agreement, or an Extension Term if the Term is extended as permitted hereunder, or upon abandonment of the Premises by STATE (within the meaning of California. Civil Code Section 1951.3), or upon the taking of the Property or the Premises, or any part thereof which renders the remainder unusable for the purposes of this Agreement, by condemnation, on execution or by other process of law. (d) Without limiting any other remedy in law or equity, STATE shall have the right to terminate this Agreement upon ninety (90) days written notice if any of the following events occur: I) STATE fails to obtain or loses any necessary permits, approvals or orders and is thereby unable to use the Premises as a communications facility; or ii) if STATE determines at any time that the Property is not appropriate for locating STATE'S communications equipment, including if STATE'S reception or transmission is interfered 10 with by other equipment, or obstacles constructed or operated in STATE'S reception or transmission paths. 18. Utilities. If required by COUNTY, STATE shall install a separate meter at its own expense, provided direct service is permitted by the serving utility, obtain and pay for electricity directly from Pacific Gas & Electric Company or other electricity provider selected by STATE for its own electric power usage. In the event the serving utility requires that electricity be provided through the COUNTY, STATE shall pay to COUNTY the cost of electrical service provided to the Premises and attributable to STATE'S use. 19. Motorized Equipment. STATE shall not suffer or permit any automobile, truck or motorized equipment to travel over the adjoining lands of the Master Lessor outside of the selected right of way for the Access Road. 20. Protection of Livestock. STATE is to exercise all reasonable care and precaution to prevent livestock pastured on the adjoining lands from escaping. 21. Fire Hazards. STATE agrees to exercise reasonable care and precaution to prevent fires from starting or occurring on said lands. During the dry grass season no smoking shall be allowed upon the lands outside of the enclosed improvement site. 22. Site Standards. At all times during the term of this Agreement, STATE shall comply with the Site Standards for the Premises which are attached hereto as Exhibit D and incorporated herein by this reference. STATE agrees that COUNTY shall have the right to make reasonable amendments to said Site Standards applicable to all licensees using the Property. 23. Liens. The Property and Premises shall be kept free and clear of any and all liens or claims of liens and charges on account of labor and materials used in or contributing to the work performed by STATE, failing which COUNTY shall have the right, but shall not be obligated, to discharge any or all such liens or claims, and STATE shall, upon demand therefor, reimburse COUNTY for all costs and expenses incurred by COUNTY. 11 24. Continuation. Any continuation after the Term of this License or extension thereof, as provided hereinabove, shall be construed to be a license from month to month, subject to the terms of this License so far as applicable. 25. Successors and Assigns. The terms and provisions of this License shall extend to and be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. 26. Headinsas. The headings used within this Agreement are for the convenience of the Parties and are not intended nor shall they effect, modify, or interpret any provision of this Agreement. 27. Mutual Release: Waivers of Subrogation. The parties release each other, and their respective authorized representatives, from any claims for damage to any person or to the Premises and other improvements in which the Premises are located, and to the fixtures, personal property, tenant improvements, and alterations of either COUNTY or STATE in or on the Premises and other improvements in which the Premises are located that are caused by or result from risks insured against under any insurance policies carried by the parties and in force at the time of any such damage. Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither party 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 this License. 28. Eviction, Sale, or Condemnation. In the case of the eviction or removal of STATE from the Property or the Premises by anyone owning or obtaining title to the Property or Premises, or the sale or transfer of the Property or the Premises which results in termination of this Agreement and the License, or the condemnation of the Property or the Premises, COUNTY shall not be liable to STATE for any damage of any nature whatsoever, or for refund of any payment made by STATE to COUNTY hereunder, except for a credit of the proportionate portion of any recurring license fee which may have been paid in advance, nor shall STATE share in any portion of any condemnation award made 12 regarding the Property or the Premises, except that portion of the award, if any, attributed to the value of STATE'S Equipment or to STATE'S relocation costs, if any. 29. Non-Waiver of Breaches. The COUNTY'S failure to insist, in any one or more instances, upon strict performance of any of the covenants or conditions of this License shall not be considered as a waiver or relinquishment for the future of said covenants, terms or conditions, but the same shall continue and remain in full force and effect. 30. Notices. All notices given hereunder shall be in writing and shall be deemed to have been given if personally delivered or deposited in the United States mail postage paid, certified or registered, return receipt requested, and addressed to the other party as follows or as otherwise designated by written notice hereunder from time to time: To STATE: State of California Department of Transportation Office of Radio Communications, MS 77 P. O. Box 942874 Sacramento, CA 94274 To COUNTY: Contra Costa County General Services Department Lease Management Department 1220 Morello Avenue, Suite 100 Martinez, CA 94553 31. Entire Agreement. This instrument contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed. No alteration or variation of this License shall be valid or binding unless made in writing and signed by the parties hereto. (Remainder of Page Intentionally Left Blank) 13 32. TIME IS OF THE ESSENCE of each and all of the terms and provisions of this Agreement. . IN WITNESS WHEREOF, COUNTY and STATE have executed this License as of the day and year first above written. COUNTY STATE COUNTY OF CONTRA COSTA, a STATE OF CALIFORNIA. political subdivision of the State of California APPROVAL RECOMMENDED: BY -A-444t Director of General Services By RECOMMENDED FOR APPROVAL: Kristy Hori Office of Radio Communications P. O. Box 942874 Sacramento, CA 94274 (916) 654-4321 Je By Lease Manager APPROVED: By DEPARTMENT OF TRANSPORTATION Departm t of Info tion Technology , By Ferdin cid lililane hief Office of Radia C Immunications APPROVED AS TO FORM: P. O. Box 9428741 Sacramento, CA 94274 (916) 654-5642 Silvano B. Marchesi, County Counsel yV /101 I* uty � f J: KregorPeakS#ate5.doc 14 KRtGOR PEAK COMMUNICATIONS SITE: Portion of the SWI of Section 8, Township I North, Range I East, Mount Diablo Base and Meridian, described as follows: Commencing on the southerly line of said SWA (marked by a fence now upon the ground) at the Intersection of the line, described in the right of way, through said swi of section 8, from Edna llanlon Thomas, a widow, to Pacific Gas and Electric Company, a California corporation, recorded on May 13, 1959, In Volume 3372 or official Records, at page 437, Records of Contra Costa County, California; from said point of commencement the S1 corner of said Section 8 (marked by an Intersection of fences now upon the ground) bears South 8911 39' 30" East, 1,193.4 feet; thence from said point of commencement, alongsaidline described In said PGandE right of way, North 130 04' 30" West, 1,524.00 feet; thence South 7211 28' 55" East, 573.97 feet to a 11 Inch Iron pipe set for the corner, and btling the true point of beginning of the hereinafter described parcel of land; thence front said true point of beginning South 75" 26' 55" East, 290.40 feet to a 11 Inch iron pipe set for the corner; thence North 140 33' 05" last, 150-00 feet to a 11 Inch Iron pipe set for the corner; thence North 750 26' 55" West, 290.40 feet to a Ii Inch Iron pipe set for the corner-, thence South 140 33' 05" West, 49.59 feet to a point hereinafter referred to as Point "A"; thence South 141 33' 05" West, 100.41 feet to the true point of beginning. Containing an area of one acre of land. ACCESS EASEMENT: A 20-foot strip of land, the center line of which is described as follows! Beginning at Point "A", hereinabove referred to; thence from said point of beginning South 850 31' West, 50.14 feet; thence along a tangent curve. to the right having a radius of 50.00 feet, an arc distance of 36.68 feet; thence tangent to said curve, North 521 27' West, 86.94 feet; thence along a tangent curve to the left, having a radius of 50-00 feet, an arc distance of 66-80 feet-, thence tangent to said curve South 51'0 00' West, 89.92 feet; thence along a tangent curve to the right, having a radius of 50.00 feet, an arc distance of 41 .82 feet; thence tangent to said curve North 140 12' 00" West, 141.41 feeti, thence along a tangent curve to the right, having a radius of 30.00 feet, an arc distance or 18-61 feet to a point of reverse curve, a radial line of said reverse curve at said point beers rs North 14" 04' 3011 West; thence along said reverse curve, having a radius of 180.00 feet through ar angle of 4411 15' 30", an arc distance of 139.04 feet; thence tangent to said curve North 310 40' 00" East, 120.05 feet; thence along a tangent curve to the left, having a radius of 100.00 feet, an arc distance of 48.53 feet; thence tangent to said curve North 30 51' 50" East, 68.99 feet; thence along a tangent curve to the right, having a radius of 45.00 feet, an arc distance of 97 -90 feet; thence tangent to said curve South 510 29' 00" East, 84.51 feet; thence along a tangent curve to tile left, having a radius of 75.00 feet, an arc distance of 122.81 feet; thence tangent to said curve North 3411 41' 40" East, 102.79 feet; thence along a tangent curve to the right, having a radius of 85.00 feet, an arc distance of 96.50 feet; thence tangent to salt curve South 800 15' 30" East, 45.56 feet; thence along a tangent curve to the left, having a radius of 50.00 feet, an arc distance of 35.33 feet; thence tangent to sal( curve North 59" 15' 10" East, 82.53 feet; thence along a tangent curve to the right, having a radius of 50.00 feet, an arc distance of 24 .45 feet; thence tangent to sai( curve North 87* 16' 30" East, 11,25 feet; thence along a tangent curve to the left, having a radius or 75.00 feet, an arc distance of 55.05 feet-, thence tangent to sal( curve North 45* 13' 20" East, 31.65 feet; thence along a tangent curve to the right, having a radius of 75.00 feet, an arc distance of 48.43 feet; thence tangent to salt curve North 821 13' 10" East, 43402 feet; thence along a tangent curve to the lert, having a radius of 100.00 feet, an arc distance of 26. 13 feet; thence tangent to sai( curve North 670 15' 00" East, 80.55 feet; thence North 61"' 15' 00" East, 112.48 feet thence northerly along a tangent curve, concave to the west, having a radius ol 100.00 feet, through a central angle of 8511 43' 38" , an arc distance of 149.62 feet thence North 180 28' 38" West, 302.83 feet; thence northerly along a tangent curve concave to the west, having a radius of 250.00 feet, through a central angle of 27' 06' 04", an arc distance of 118.25 feet to a point on the north line of salt southwest 1/4 of Section 8, from said point the west 1/4 corner of said Section I bears South 890 56' 30" West, 2,162.11 feet; thence northwesterly along the arc of curve concave to the southwest, the center of which bears South 440 25' 113" West having a radius of 250.00 feet, through a central angle of 12" 55' 36", an ar, Page 1 of 2 distance of 56.40 feet; thence North 58" 30' 1911 , West 154.98 feet; thence northwesterly along the arc of a tangent curve, concave to the northeast, having a radius of 600.00 feet, through a central angle of 8° 30' 22", an arc distance of 89.08 feet, thence Horth 49" 59' 56" West, 14.74 feet; thence northwesterly along the arc of a tangent curve, concave to the southwest, hawing a radius of 150.00 feet, through a central angle, of 18" 04' 14", ail arc distance of 47.31 feet; thence North 68" 04' 10" West, 306.00 feet; thence along a tangent curve to the left, having a radius of 380.00 feet, an arc distance of 78.62 feet; thence tangent to said curve North 790 55' 25" West, 81.57 feet; thence along a tangent curve to the right, having a radius of 100.00 feet, all arc distance of 9.43 feet; thence tangent to said curve North 74" 31' 20" Test, 71.1.7 feet; thence along a tangent curve to the right, having a radius of 450.00 feet, an arc distance of 117.33 feet; to a point of reverse curve, a radial line of said reverse curve at said point bears South 30" 25' Oil" West; thence along said reverse curve, having a radius of 96.24 feet, an are distance of 59.75 feet; thence tangent to said curve South 841 50' 50" West, 31.85 feet; thence along a tangent curve to the right, having a radius of 24.00 feet, an arc distance of 66.40 feet; thence tangent to said curve North 630 22' 15" East, 3€3.46 feet; thence along a tangent curve to the left, having a radius of 1511,00 feet, an arc distance of 81.06 feet; thence tangent to said curve Horth 32" 24' 30" East, 65.57 feet; thence along a tangent curve to the right, having a radius of 200.00 feet, an arc distance of 128.26 feet; thence tangent to said curve North 69" 09' 10" East, 79.61 feet; thence along a tangent curve to the left, having a radius of 200,00 feet, an arc distance of 31.06 feet;" thence tangent to said curve North 60" 15' 20" East, 10.99 feet; thence along a tangent curve to the left, having a radius of 35.00 feet, an arc distance of 86.49 feet; thence tangent to said curve North 81" 20' 10" West, 24 .66 feet; thence along a tangent curve to the right, having a radius of 75.00 feet, an arc distance of 64. 14 feet; thence tangent to said curve North 32" 20' 20" West, 35.86 feet; thence along a tangent curve to the left, having a radius of 50.00 feet, an arc distance of 54.02 feet; thence tangent to said curve South 85" 45' 50" West, 8.07 feet; thence along a tangent curve to the right, having a radius of 70.00 feet, an arc distance of 95.33 feet; thence tangent to said curve North 16" 12' 20" West, 41 .34 feet; thence along a tangent curve to the right, having a radius of 100.00 feet, an arc distance of 15.27 Feet; thence tangent to said curve North 7" 27' 20" West, 120.48 feet; thence along a tangent curve to the left, having a radius of 155.00 feet, an arc distance of 43.98 feet; thence tangent to said curve North 23" 42' 50" 'West, 35.21 feet; thence along a tangent curve to the right, having a radius of 135.00 Feet, an arc distance of 112.12 feet; thence tangent to said curve North 23" 52' 15" East, 115.15 feet; thence along a tangent curve to the right, having a radius of 200.00 feet, an arc distance of 31.16 feet; thence tangent to said curve North 320 47' 55" East, 343.32 feet; thence along a tangent curve to tine left, having a radius of 200.00 feet, all arc distance of 48.06 feet; thence tangent to said curve North 19" 01' 50" East, 156.45 feet; thence along a tangent curve to the left, having a radius of 200.00 feet, an arc distance of 14.44 feet; thence tangent to said curve North 14" 53' 35" East, 135.10 feet; thence along a tangent curve to the left, having a radius of 200.00 feet, an arc distance of 7.16 feet; thence tangent to said curve North 12" 50' 30" East, 134.54 feet; thence along a tangent curve to tine left, having a radius of 6+0.00 feet, an arc distance of 123.82 feet; thence tangent to said curve South 74" 35' 55" West, 111. 10 feet; thence along a tangent curve to the left, having a radius of 200.00 feet, an arc distance of 25.20 feet; thence tangent to said curve South 67" 22' 50" West, 117.7.1 feet; thence along a tangent curve to the right, having a radius of 60.00 feet, an arc distance of 48.53 feet; thence tangent to said curve North 66tl1 16' 20" West, 12.20 fleet; thence along a tangent curve to the right, having a radius of 35.00 feet, an arc distance of 73.75 feet; thence tangent to said curve North 54" 27' 10" East, 141.87 feet; thence along a tangent curve to tine left, having a radius of 450.00 feet, an arc distance of 308.18 feet; thence tangent to said curve North 15" 12' 50" East, 185.59 feet; thence along a tangent curve to the right, having a radius of 200.00 feet, an arc distance of 39.50 feet; thence tangent to said curve North 261 31' 51" East, 260.64 feet; thence along a tangent curve to the right, having a radius of 350.00 feet, an arc distance of 167.89 feet; thence tangent to said curve North 54" 00' 50" East, 70.13 feet, more or less, to the southerly line of Black Diamond Way. Page 2of2 Krel)e005.14A _._ Souther cr•r"ie� 0;/ l i_nc i{ G i S t° G 6/3 SAP 1 '✓ */-I a5.B m rA X -uAN/AA40N-CONr2A COSTA 5r6AAl ZZO XY r//- (C%.Lt /97681) F�}ply :'..Oak reser ►A�s>� Oak A-0 esWlv — 1 i 1 4ti 1'd.1k t or.R.'rJ fr.^ltriy:'rn .W'ermwa.•a Stgl'ion 00 f N7 drld C. „ey.•. ,4 1 •orf �d yup ri A ••E � i I w'i'+rrwD.i'••• rpr,>4—•-� 1 t3iryt Rou -w* • EXHIBIT B aaa.t� ,. • �� 4`b P• �fog A�ceti R 3;"»a .rtf 9e f Co n«° s3 _ t° o�s•. •�tlD3 NeD $� s �. .,.;y .. de ton ` �. 70.3.J' .. • t• ,, ., r t�•Fo..,, iy. wyv .,. W*. 4:r elf ��h�• • 'b€y 3 : _�, .,d 7 lta tGc. crr`rrtnf fu' �~•+ �t�t,:'ybS t)c °• �' 4ear,;�o s�zyF;,�,,, ,� t ar]�r't';Y_ t --- CLtKtii.N,KlL.?CJW.Iyf SlA7'ft -3 tnr+t� sib it S esr�tt9 r_. saw jsr —A A.y L71�d9 y 4 41-,P Ynr ``�• ��f �� V�bta q -��run�'dfl�ll"�C�osfr� 1 l •! ''.":'. , ' 3 a j'NvE Z]��Ra.r.'tr"7G3f36.2. _ . O,1G52'Y! JI7G.TteJtC .. ' Y'y" . r 17 .e�c.cr, nfw II 7"r'Jt2lXJZ6 FOwdX-l1AN "A ,40) 22Oxyr/ - .• lits o.H+ :�•,:1 ro a 7- ` wtr le - •+ 1 � ofscn �vstz�re � , SAN ItAM+lni�r•n,vrrw .-...rA ,.rA •• 15'-- 1 1" 9'--4° SEI F0 T HI �''--EXISI. A.C. MAI W 10 HE RELUCAIEL) (SEE SHEET A-•2) DAY-AR A_C.E1.1.1.11.PONE I t 4 k}?lvtEh�I Rt�Q SL(tIEW.) 30'--t" `'• `-. NEW PARTII`IrIt'l. '• LOUVE14 SEE SHEET S-.f f 5` STEEL TOWERr EXIST, 9' IIIG►I 'AILIfK;;, TYP (Irrtc'AI J VAULT C Y STEEL TOWER, LCI!, EXIST, VAULT B 41'--8" 5 SHEET METAL ENCLOSURE, EXIST, Ill0 263'— ' ....... _. �'`^ ~ VAULT A . STEEL TOWER EXf5(. i LOCATION OF STATE EQUIPMENT r -r✓r� I POLE(EXIST) 25' ,r—SEE DWG. 5—T FOR ANTENNA POLE DETAILS 6p EXHIBIT _. _. REMOVE j 0 REMOVE EXISTING EXISTING k' d,•"` ( ANTENNA, REPLACE WITH ANTENNA, REPLACE WITHNEW NEW 8'SHROUDED 8'ANTENNA ANTENNA AT 18'LEVEL AT 8'LEVEL ON TOWER LEG ON TOWER LEG 8' SHROUDE . D ANTENNA FACING ANTIOCH (NEW) BRIDGES'SHROUDED ANTENNA FACING CUMMINGS (CCC) X.. KREGOR PEAK PROPOSED ANTENNA INSTALLATION EXHIBIT � HIB1 SITE STANDARDS The following standards are established as minimum site user requirements to allow all systems to operate with a minimum of interference and the maximum attainable reliability. Additional requirements may be imposed depending on the individual case. All site users will be handled on an equitable basis under these standards regardless of the equipment type. 1. Each transmitter must be identified with a County approved designation tag, along with the name and phone number or the person responsible for the operation of the transmitter. Each transmitter shall have its FCC licensed call sign on the cabinet. 2. A certified true copy of the Federal Communications Commission license grant for each transmitter shall be provided to the County prior to any installation commencing. 3. Only FCC type accepted/approved transmitters shall be installed. 4. Each transmitter (microwave excepted) shall have a harmonic filter, protective isolator and band-pass cavity which shall as a minimum meet the requirements in table 1. The isolator shall proceed the band-pass cavity in the transmit path. 5. Additional filters, band-pass cavities, isolators and other protection may be required to solve site specific interference problems. 6. Double-shielded (MIL C17), or solid outer conductor (Helix) shall be used to connect RF equipment to antennas, protective devices and components; preferably using type "N" connectors and a minimum number of adapters. Single-shield cable and unjacketed transmission line are prohibited. 7. Transmission lines shall be grounded at the top, bottom and building entry point, utilizing the transmission line manufacturer's grounding kit. 8. A lightning arrester shall be provided on each transmission line entering the building. The lightning arrester's ground shall be connected to the ground bar below the cable- entry in the building. 9. Antenna mounting assemblies shall utilize galvanized steel structural members specifically designed to fit the tower structure. All ferrous metals utilized with the mounting hardware shall either be hot-dipped galvanized or stainless steel. 10. Contact surfaces of dissimilar metals shall be treated to prevent galvanic corrosion (rust). 11. Transmission line supports and hangers shall adequately support the transmission lines when subjected to wind and ice, and shall prevent vibration and shaking. The support shall ensure that no weight or stress is placed on adjoining sections. The use of wire-ties, steel bands, wraplock, wire or any other attachment other than that specified will not be accepted. Page 1 of 2 12. Site users will submit detailed plans for their installation. Detailed plans should include all equipment, transmission lines, antenna mounts and FCC licenses. 13.All transmission lines will be color coded as specified by County. 14. Site users will pay the County for any Toad Calculation studies Testing and Inspection: The County shall have the right to inspect all phases of work of the transmitter and antenna system to determine that the system meets these specifications. Any discrepancies shall be corrected immediately. TABU 1 FREQUENCY ISOLATOR BPC ATTENUATION FROM CARRIER FREQUENCY 30 - 60 MHz 40 dB 15 dB minimum 130 - 180 MHz 50 d8 15 dB minimum 400 - 512 MHz 50 dB 20 dB minimum 800 - BBQ MHz 50 dB 25 dB minimum Page 2 of 2 LICENSE AGREEMENT BALD (VOLLMER) PEAK. TILDEN PARK CONTRA COSTA COUNTY, CALIFORNIA FOR THE STATE OF CALIFORNIA 1. Parties. Effective on APS 14 2104 CONTRA COSTA COUNTY, a political subdivision of the State of California, hereinafter called "COUNTY", and THE STATE OF CALIFORNIA, acting by and through the Department of Transportation, hereinafter called "STATE", mutually enter into the following agreement (the "Agreement"): 2. Premises. (a) COUNTY and STATE acknowledge and agree that this Agreement and rights hereunder are subject to and subordinate to the terms, covenants and conditions of the License entered into on July 1, 1997 ("Master License") between the EAST BAY REGIONAL PARD. DISTRICT, as licensor ("Master Licensor"), and COUNTY as licensee ("Master Licensee"), for that certain parcel of land located in the County of Contra Costa, State of California ("Property"), as more particularly described in Exhibit A, attached hereto and made a part hereof, together with the right of ingress and egress for personnel and vehicles on the access road ("Access Road") from the intersection of Grizzly Peak Boulevard and South Park Drive at the entrance to East Bay Regional Park's corporation yard to the Property. Subject to the earlier termination of this Agreement as provided herein, this Agreement will terminate on the termination, cancellation or expiration of the Master License. (b) COUNTY hereby grants to STATE the right to use those certain premises (the "Premises"), as more particularly described in Exhibit B, attached hereto and made a part hereof, whose location is on the tower ("Tower") on the Property for its use according to Paragraph 5 of this Agreement, and to use all unoccupied parts of the Property for reasonable access to the Premises or STATE'S Equipment (as defined in Paragraph 6 (a) of 1 this Agreement) in common with COUNTY and other sublessees or licensees of COUNTY and Master Licensor, together with the right to use all easements, rights and rights of way for ingress or egress for personnel, or vehicles granted under the Master License and the rights to install Equipment described in Paragraph 7 of this Agreement. COUNTY and STATE intend that the Premises be that portion of the Tower occupied by STATE'S antennas, whose exact location is to be determined by COUNTY'S Telecommunications Manager. 3. Term. (a) Primary Term. The term of this License (the "Primary Term") shall be one (1) year beginning January 1, 2004 and ending December 31, 2004. The rights granted under this Agreement may be revoked or terminated by either party at any time, with or without cause, upon one hundred twenty (120) days written notice to the other party. In the event of such termination, all rights and obligations of the parties under this License shall cease. (b) Extension. This License shall be automatically renewed upon the same terms and conditions, except for rents, every year on a year-to-year basis unless notice is received from either party within ninety (90) days of the expiration of the term or any extension thereof. 4. Payment. (a) Introduction — STATE has leased a portion of the premises at the COUNTY'S Nadeen Peak, Crockett, California, communications site to establish a communications facility. STATE has agreed to install site improvements at Nadeen Peak to facilitate its use of the site. Upon completion by STATE and acceptance by COUNTY the site improvements shall become COUNTY property. In exchange for the site improvements, COUNTY agrees to provide STATE with a Rent Credit. COUNTY and STATE have agreed STATE shall use a portion of the rent credit ("Rent Credit") outlined in the STATE'S lease for Nadeen Peak to pay the monthly fee owed by STATE for this License until the Rent Credit has been expended. A copy of STATE'S Nadeen Peak lease is on file with the COUNTY'S Lease Manager. STATE'S fee payment shall commence upon the substantial completion of STATE'S improvements at these Premises. 2 As an example, if the initial monthly fee for the Premises is $500.00 per month, this fee shall be charged against the Rent Credit the STATE has for Nadeen Peak. In the event there is a fee increase during this initial period, the fees against the Rent Credit would be adjusted according to the change in the license fee. At the commencement of this License the monthly fee shall be FIVE HUNDRED TWELVE AND N0I100 DOLLARS ($512.00). At least sixty (60) days prior to the termination of the Rent Credit, COUNTY shall provide written notice to STATE specifying the commencement date for payment of a monthly license fee, the amount of such monthly payments, and the next rental adjustment date. (b) The installation of additional antennas shall require the prior written consent of COUNTY and shall be charged to STATE upon installation as determined by the County's Telecommunications Manager. Removal of any antennas shall require the written permission of the County's Telecommunications Manager. If equipment is removed, an appropriate reduction in fees shall be made effective the first full month following removal. (c) Base Rent Adjustment. The monthly fees for this License shall be subject to adjustment to reflect current rates, predicated upon the prevailing economic conditions pertinent to the use of subject County property, providing, however, that STATE shall be charged no more than other users of COUNTY'S facilities are charged for comparable space. Said adjustments shall occur no more than once during any calendar year by written notice to STATE from COUNTY'S Telecommunications Manager. (d) Prorated Fees. The fees for any period during the term or extension thereof that is less than one (1) month shall be prorated based on a thirty(30) day month. Payments shall be made to Contra Costa County, Department of Information Technology, 30 Douglas Drive, Martinez, CA 94553, Attention: Accounting, or to such other place as COUNTY may from time to time designate by written notice to STATE. 5. Revocable Use of the Premises. The rights granted herein are revocable and this Agreement may be revoked as provided herein. The Premises shall be used by STATE only for an electronic communications facility with related antennas, cables, conduits, wires 3 and. electronic and similar hardware. STATE may not use the Premises for any purpose or business other than specified herein without obtaining COUNTY'S prior written consent. STATE'S initial installation shall be designated as the antennas shown on Exhibit B. 6. STATE'S Equipment. (a) All personal property owned, leased, or otherwise in the possession of STATE, that is placed, installed, affixed, or located on or near the Property shall be referred to as "Equipment", and shall include, but not be limited to antennas, cables, conduits, wires, electronics, and other hardware. (b) Notwithstanding any other provisions of this Agreement, any Equipment installed at, affixed or located on the Property by STATE (other than improvements to real property that are addressed in Paragraph 9. Improvements to the Premises of this Agreement, below) shall be and shall remain the property of STATE (whether owned, leased, or otherwise in the possession of), and STATE may remove its Equipment at any time, including when STATE vacates the Premises, providing such removal shall be accomplished without damage to the Premises, no later than sixty (60) days after revocation or other termination of this Agreement. After sixty (60) days following termination, any Equipment or portion thereof remaining on the Property shall, at the sole discretion of the COUNTY, either (1) become COUNTY property; or (2) be removed and disposed of by the COUNTY, with the cost of removal and disposal, including administrative overhead, reimbursed to COUNTY within thirty(30) days of request by COUNTY to STATE. 7. Installation of Equipment. (a) COUNTY consents to the installation by STATE, at STATE'S sole cost and expense, of the Equipment necessary or appropriate to the operation of STATE'S communications facility (consisting of the antennas and Equipment listed, and any additional antennas or Equipment approved by COUNTY, as provided in Paragraph 5. Use of Premises) on the Premises, including without limitation the installation and maintenance of antennas, cables and wires on the existing Tower located on the Property. As of the date of execution of this License, STATE'S initial installation shall consist of the equivalent of one (1) equipment rack's antennas and microwave dishes on the Tower. The location of such antennas on the Tower and cable shall be determined by mutual agreement of COUNTY and STATE. Before the installation of any antennas by 4 STATE, STATE shall notify COUNTY in writing, and COUNTY shall review and approve the proposed installation. It is understood and agreed that antennas shall be located at the optimum location on the Tower to provide sufficient coverage, but shall in no way interfere with the existing antennas or structural loading of the Tower. (b) The installation or construction of any Equipment, fixtures or improvements to real property(as discussed in Paragraph 9 of this Agreement) by STATE on the Premises or Property shall not render irrevocable this License, which may be revoked pursuant to the terms of this License Agreement, and shall not be construed to effect a conveyance or any property right or interest to STATE. 8. Electronic Interference. (a) Prior to the installation of Equipment utilizing frequencies previously unused by STATE, STATE shall notify COUNTY in writing, and COUNTY shall promptly review the proposed installation to ensure compatibility and noninterference with existing radio systems on the Property. Any Equipment installed by STATE on the Premises shall be frequency compatible with all radio transmitting and receiving equipment existing and in use on the Property at the time initial installation of such Equipment is made. Prior to the use of any frequencies, STATE shall provide COUNTY with a copy or certificate of every Federal Communications Commission ("FCC") license allowing the use of those frequencies at the Premises. In the event STATE'S installation electronically or physically causes measurable interference or degradation of the authorized radio frequencies or equipment of any COUNTY (or those acting under COUNTY) installation already existing and in use on the Property at the time initial installation of STATE'S Equipment is made, STATE shall take all necessary steps, at its sole cost and expense, to eliminate such interference, whether so required by the FCC or not. In the event any installation made subsequent to STATE'S installation, by COUNTY or those acting under a COUNTY license, lease, sublease or agreement, interferes with STATE, either electronically or physically, on the frequencies authorized by COUNTY, COUNTY shall make such corrections as are necessary to eliminate its own interference or shall direct the responsible party to make such corrections as are necessary to eliminate its interference, whether required by the FCC or not. At STATE'S request, COUNTY shall 5 supply STATE with information it has in its records which describes the other frequencies operating at the Property, except when in COUNTY'S reasonable discretion such information is confidential or otherwise not subject to disclosure. (b) For purposes of this Section, the existence of electronic interference shall be reasonably determined by COUNTY. Should COUNTY'S opinion of the existence of electronic interference be challenged by STATE, an independent Communications Engineer agreeable to COUNTY and STATE shall make the final determination as to the existence of electronic interference. If electronic interference caused by STATE is found, the fee for the Communications Engineer shall be reimbursed to COUNTY by STATE. If the electronic interference is determined to have not been caused by STATE, COUNTY shall pay the fee for the Communications Engineer. 9. Improvements to the Premises. (a) STATE shall not construct any real property improvements to the Premises or the Property without prior written consent from COUNTY. All real property improvements, whether constructed with or without prior consent from COUNTY, shall be and shall remain the property of COUNTY, except as further set forth in this Paragraph 9 of the Agreement. For the purposes of this Agreement, real property improvements do not include equipment cabinets, STATE'S equipment and any other trade fixtures. (b) With respect to any real property improvements made to the Premises or the Property by STATE, STATE shall be responsible for: (1) removing at it sole cost, all improvements to real property on the Premises or Property constructed by STATE (with or without the consent of COUNTY), except those improvements to real property which the Parties at the time of termination of this Agreement agree shall not be removed; and (2) for repairing, at its sole cost, all damage caused by such removal. Notwithstanding any other provisions of this Agreement, STATE shall not be required to remove any structural improvements made to the Premises by COUNTY or by STATE in order to provide sufficient support for STATE'S Equipment. 10. Hazardous Materials. STATE shall not, and shall ensure that STATE'S agents, employees, contractors, invitees or others on the Premises or the Property with 6 STATE'S permission do not, store or dispose of any hazardous materials which are or become, while this Agreement is in existence, regulated by any local government authority, the State of California, or the United States government ("Hazardous Materials"). Should any discharge, leakage, spillage, emission or pollution of any type occur upon or from the Premises or Property due to STATE'S use and occupancy thereof, STATE, at its expense, shall be obligated to clean all the property affected thereby, whether owned, controlled, or possessed by COUNTY or any third party, to the reasonable satisfaction of COUNTY or other governmental body having jurisdiction thereover. (b) STATE shall not permit any activity on the Premises or the Property which directly or indirectly produces unlawful amounts or levels of air pollution (gases, particulate matter, odors, fumes, smoke, or dust), water pollution, noise, glare, trash or refuse accumulation, or which is hazardous or dangerous by reason or risk of explosion, fire or harmful emissions. COUNTY shall have the right to inspect the Premises and STATE'S Equipment to verify STATE'S conformance with the provisions of this Paragraph after providing STATE with twenty-four (24) hours actual notice as provided for in Paragraph 31 hereof("Notices"). (c) COUNTY has not surveyed or tested the Property, but to COUNTY'S knowledge, neither COUNTY, nor 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 Property in violation of any law or regulation. (d) To the extent permitted by law, STATE shall indemnify, hold harmless, and defend COUNTY and holders of user rights against all liability, cost, and expense (including, without limitation, any fines, penalties, judgements, litigation costs, and attorneys' fees) incurred by COUNTY and such other users as a result of STATE'S breach of this Paragraph or as a result of any STATE discharge, leakage, spillage, emission or pollution, regardless of whether such liability, cost or expense arises during or after the term of this Agreement, unless such liability, cost or expense is proximately caused solely by the negligence of COUNTY. The parties to this Agreement acknowledge that the 7 provisions of this paragraph shall survive beyond the expiration or termination of this Agreement. (e) STATE shall pay all amounts due COUNTY under this Paragraph within thirty (30) days after any such amounts become due. 11. Access to Property and Premises. COUNTY shall deliver to STATE keys to all gates currently located on the Property, including the Access Road, and each party shall have keys to all gates hereinafter constructed or installed on the Property or the Access Road. COUNTY shall deliver to STATE all keys required to provide access to the Premises at all times. It is the responsibility of the Master Licensor to maintain all access roadways under its control from the nearest public roadway to the Premises in a manner similar to the conditions on the commencement date of this License. Master Licensor does not warrant access, but will expend reasonable effort to maintain present access to the Premises and/or such other access as Master Licensor may, in its discretion, choose to develop. STATE agrees to promptly repair any abnormal or excessive road damage to such roadways solely caused by STATE'S use, including such road surface protective features as water drains, berms and culverts. 12. Continuous Operation. In the event of any damage, destruction or condemnation of the Tower that renders STATE'S communications facility inoperable or unusable in the opinion of STATE, STATE may terminate this License. 13. Permits and Approvals. STATE shall be responsible for obtaining any permits and approvals from any federal, state, local or other agency having jurisdiction over the Premises. This Agreement does not constitute governmental approval by COUNTY for any use by STATE of the Premises. 14. Assignment and Sublicensing. STATE shall not have the right to assign or sublicense this License. 15. Hold Harmless. Each party hereby indemnifies the other, the Master Licensor, and the other party's officers, agents and employees against any and all costs (including reasonable attorneys' fees) and claims of liability for bodily injury, personal 8 injury and/or property damage approximately caused or resulting from the use and/or occupancy of the Property and the Tower by such indemnifying party. Notwithstanding the preceding, neither party shall be responsible for any liability resulting from any negligent or intentional conduct of the other party, their officers, agents or employees. It is agreed between the Parties that COUNTY assumes no responsibility or liability for loss, damage, expenses or claims, direct or consequential, from STATE'S inability to use the site for its intended purpose, contributed to or caused by matters beyond the reasonable control of COUNTY, acting solely in its proprietary capacity as Licensor under this Agreement and not in any governmental capacity. 16. Insurance. (a) The State of California has elected to be insured for its motor vehicle and general liability exposures through a self-insurance program. The State Attorney General administers the general liability program through an annual appropriation from the General Fund. The Office of Risk and Insurance Management administers the motor vehicle liability program. (b) Linder this form of insurance, STATE and its employees (as defined in Section 810.2 Government Code) are insured for any tort liability that may develop through carrying out official activities, including STATE official operations on non-STATE owned property. Should any claim arise by reason of such operations or under an official contract or license agreement, they should be referred to the: Attorney General, State of California, Tort Liability Section, 1300 "I" Street, Sacramento, California 95814. Claims arising from operations of a STATE-owned vehicle should be forwarded to the: Office of Risk and Insurance Management, Auto Self-Insurance, 707 Third Street, West Sacramento, California 95605. (c) The State of California has entered into a Master Agreement with the State Compensation Insurance Fund to administer workers' compensation benefits for all State employees, as required by the Labor Code. 17. Termination. (a) If STATE: (1) Defaults in the payment of any single monthly fee or in the payment of any other sum required to be paid under this Agreement, and such default is not cured by STATE within ten (10) days following written notice to 9 STATE from COUNTY; or (2) Defaults in the performance of any other covenant or agreement hereof, and such default is not cured by STATE within thirty (30) days following written notice to STATE from COUNTY or, if the breach takes more than thirty (30) days to cure, if STATE has not commenced to cure such breach within said thirty (30) days or fails to diligently prosecute the cure to completion within a reasonable time thereafter, as determined by COUNTY in COUNTY'S sole discretion, COUNTY may treat such event as a breach of this Agreement and shall have the right to terminate this Agreement, in addition to all other rights and remedies provided at law or in equity. (b) If COUNTY defaults in the performance of any covenant or agreement hereof, and such default is not cured by COUNTY within thirty (30) days following written notice to COUNTY from STATE or, if the breach takes more than thirty (30) days to cure, if COUNTY has not commenced to cure such breach within said thirty (30) days or fails to diligently prosecute the cure to completion within a reasonable time thereafter, as determined by STATE in. STATE'S sole discretion, STATE may treat such event as a breach of this Agreement and shall have the right to terminate this Agreement and vacate the Premises without further cost or obligation. STATE shall have the right, but not the obligation, to cure any default by COUNTY following such notice and cure period and to deduct the cost of such cure from the Base Fee, as it may be adjusted, due hereunder upon presentation of an accounting of such costs to COUNTY. (c) This Agreement shall automatically terminate upon the expiration of the Term, as identified in Paragraph 3 of this Agreement, or an Extension Term if the Term is extended as permitted hereunder, or upon abandonment of the Premises by STATE (within the meaning of California Civil Code Section 1951.3), or upon the taking of the Property or the Premises, or any part thereof which renders the remainder unusable for the purposes of this Agreement, by condemnation, on execution or by other process of law. (d) Without limiting any other remedy in law or equity, STATE shall have the right to terminate this Agreement upon ninety (90) days written notice if any of the following events occur: i) STATE fails to obtain or loses any necessary permits, approvals or orders and is thereby unable to use the Premises as a communications facility; or ii) if STATE 10 determines at any time that the Property is not appropriate for locating STATE'S communications equipment, including if STATE'S reception or transmission is interfered with by other equipment, or obstacles constructed or operated in STATE'S reception or transmission paths. 18. Utilities. If required by COUNTY, STATE shall install a separate meter at its own expense, provided direct service is permitted by the serving utility, obtain and pay for electricity directly from Pacific Gas & Electric Company or other electricity provider selected by STATE for its own electric power usage. In the event the serving utility requires that electricity be provided through the COUNTY, STATE shall pay to COUNTY the cost of electrical service provided to the Premises and attributable to STATE'S use. 19. Motorized Equipment. STATE shall not suffer or permit any automobile, truck or motorized equipment to travel over the adjoining lands of the Master Licensor outside of the selected right of way for the Access Road. 20. Protection of Livestock. STATE is to exercise all reasonable care and precaution to prevent livestock pastured on the adjoining lands from escaping. 21. Fire Hazards. STATE agrees to exercise reasonable care and precaution to prevent fres from starting or occurring on said lands. During the dry grass season no smoking shall be allowed upon the lands outside of the enclosed improvement site. 22. Site Standards. At all times during the term of this Agreement, STATE shall comply with the Site Standards for the Premises which are attached hereto as Exhibit C and incorporated herein by this reference. STATE agrees that COUNTY shall have the right to make reasonable amendments to said Site Standards applicable to all licensees using the Property. 23. Liens. The Property and Premises shall be kept free and clear of any and all liens or claims of liens and charges on account of labor and materials used in or contributing to the work performed by STATE, failing which COUNTY shall have the right, but shall not be obligated, to discharge any or all such liens or claims, and STATE shall, upon demand therefor, reimburse COUNTY for all costs and expenses incurred by COUNTY. 11 24. Continuation. Any continuation after the Term of this License or extension thereof, as provided hereinabove, shall be construed to be a license from month to month, subject to the terms of this License so far as applicable. 25. Successors and Assigns. The terms and provisions of this License shall extend to and be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. 26. Headinas. The headings used within this Agreement are for the convenience of the Parties and are not intended nor shall they effect, modify, or interpret any provision of this Agreement. 27. Mutual Release: Waivers of Subrogation. The parties release each other, and their respective authorized representatives, from any claims for damage to any person or to the Premises and other improvements in which the Premises are located, and to the fixtures, personal property, tenant improvements, and alterations of either C©LNTI'Y or STATE in or on the Premises and other improvements in which the Premises are located that are caused by or result from risks insured against under any insurance policies carried by the parties and in force at the time of any such damage. Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither party 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 this License. 28. Eviction, Sale, or Condemnation. In the case of the eviction or removal of STATE from the Property or the Premises by anyone owning or obtaining title to the Property or Premises, or the sale or transfer of the Property or the Premises which results in termination of this Agreement and the License, or the condemnation of the Property or the Premises, COUNTY shall not be liable to STATE for any damage of any nature whatsoever, or for refund of any payment made by STATE to COUNTY hereunder, except for a credit of the proportionate portion of any recurring license fee which may have been paid in advance, nor shall STATE share in any portion of any condemnation award made 12 regarding the Property or the Premises, except that portion of the award, if any, attributed to the value of STATE'S Equipment or to STATE'S relocation costs, if any. 29. Non-Waiver of Breaches. The COUNTY'S failure to insist, in any one or more instances, upon strict performance of any of the covenants or conditions of this License shall not be considered as a waiver or relinquishment for the future of said covenants, terms or conditions, but the same shall continue and remain in full force and effect. 30. Notices. All notices given hereunder shall be in writing and shall be deemed to have been given if personally delivered or deposited in the United States mail postage paid, certified or registered, return receipt requested, and addressed to the other party as follows or as otherwise designated by written notice hereunder from time to time: To STATE: State of California Department of Transportation Office of Radio Communications, MS 77 P. O. Box 942874 Sacramento, CA 94274 To COUNTY: Contra Costa County General Services Department Lease Management Department 1220 Morello Avenue, Suite 100 Martinez, CA 94553 31. Entire Agreement. This instrument contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed. No alteration or variation of this License shall be valid or binding unless made in writing and signed by the parties hereto. (Remainder of Page Intentionally Left Blank) 13 32. TIME IS OF THE ESSENCE of each and all of the terms and provisions of this Agreement. IN WITNESS WHEREOF, COUNTY and STATE have executed this License as of the day and year first above written. COUNTY STATE COUNTY OF CONTRA COSTA, a STATE OF CALIFORNIA political subdivision of the State of California APPROVAL RECOMMENDED: By Director of General Services By RECOMMENDED FOR APPROVAL: Kristy Hori Office of Radio Communications P. O. Box 942574 Sacramento, CA 94274 (916) 654-4321 By 4"V"��' Lease Manager APPROVED: B � �'r, y ,✓, DEPARTMENT OF TRANSPORTATION Departmen of Informs ' n TechnologyF. By Fer es Chief Office of Radio C mmunications APPROVED AS TO FORM: P. O. 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HILL(DIV).72'ABOVE GROUND EXISTLNG TOWER (N)RADIO EQUIPMENT WILL BE PLACED INSIDE (N) STATE VAULT(CHP) E H I B I T B EXHIBIT C SITE STANDARDS The following standards are established as minimum site user requirements to allow all systems to operate with a minimum of interference and the maximum attainable reliability. Additional requirements may be imposed depending on the individual case. All site users will be handled on an equitable basis under these standards regardless of the equipment type. 1. Each transmitter must be identified with a County approved designation tag, along with the name and phone number or the person responsible for the operation of the transmitter. Each transmitter shall have its FCC licensed call sign on the cabinet. 2. A certified true copy of the Federal Communications Commission license grant for each transmitter shall be provided to the County prior to any installation commencing. 3. Only FCC type accepted/approved transmitters shall be installed. 4. Each transmitter (microwave excepted) shall have a harmonic filter, protective isolator and band-pass cavity which shall as a minimum meet the requirements in table 1. The isolator shall proceed the band-pass cavity in the transmit path. S. Additional filters, band-pass cavities, isolators and other protection may be required to solve site specific interference problems. 6. Double-shielded (MIL C17), or solid outer conductor (Helix) shall be used to connect RF equipment to antennas, protective devices and components, preferably using type "N" connectors and a minimum number of adapters. Single-shield cable and unjacketed transmission line are prohibited. 7. Transmission lines shall be grounded at the top, bottom and building entry point, utilizing the transmission line manufacturer's grounding kit. 8. A lightning arrester shall be provided on each transmission line entering the building. The lightning arrester's ground shall be connected to the ground bar below the cable- entry in the building. 9. Antenna mounting assemblies shall utilize galvanized steel structural members specifically designed to fit the tower structure. All ferrous metals utilized with the mounting hardware shall either be hot-dipped galvanized or stainless steel. 10. Contact surfaces of dissimilar metals shall be treated to prevent galvanic corrosion (rust). 11. Transmission line supports and hangers shall adequately support the transmission lines when subjected to wind and ice, and shall prevent vibration and shaking. The support shall ensure that no weight or stress is placed on adjoining sections. The use of wire-ties, steel bands, wraplock, wire or any other attachment other than that specified will not be accepted. Page 1 of 2 12.Site users will submit detailed plans f©r their installation. Detailed plans should include all equipment, transmission lines, antenna mounts and FCC licenses. 13. All transmission lines will be color coded as specified by County. 14. Site users will pay the County for any Load Calculation studies Testing and Inspection: The County shall have the right to inspect all phases of work of the transmitter and antenna system to determine that the system meets these specifications. Any discrepancies shall be corrected immediately. TABU 1 FREQUENCY ISOLATOR BPC ATTENUATION FROM CARRIER FREQUENCY 30 - EO MHz 40 dB 15 dB minimum 130 - 180 MHz 50 dB 15 dB minimum 400 - 512 MHz 50 dB 20 dB minimum 800 - 950 MHz 50 dB 25 dB minimum Page 2 of 2