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23, 00SMNING LAW, This Agreement and the performance thereof shall be governed,
<br />interpreted, construed, and regulated by the laws of thrState of California, with venue in Orange County.
<br />24. &TTORNEYS' FEES. The substwhally prevailing party in any legal action or lawsuit arising
<br />hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any.
<br />25. AS,STGNMENT.
<br />i
<br />A. LESSEE will not assign or transfer this Agreement or sublet any portion of the Premises
<br />without the prior written consent of LESSOR,, which consent will not be unreasonably withheld, delayed or
<br />conditioned; provided, however, that LESSEE shall have the tight to sublease or assign its rights under this
<br />Agreement, to any of LESSEE's (i) partners, parents, subsidiaries, affiliates, or successor legal entities. (ii) in
<br />connection with the sale, exchange, or other transfer of LESSEE's FCC authorization for the geographic area in
<br />which the Premises are located or of majority of LESSEE's network assets in the geographic area where the
<br />Premises are located, or (iii) in connection with any financing, loan, security interest, pledge, or mortgage of
<br />LESSEE's property.
<br />B. LESSEE and LESSOR acknowledge and agree that LESSEE will in -tall facilities that
<br />will consist of two separate communications towers and equipment rooms. LESSEE fiartber agrees that LESSOR,,
<br />and not LESSEE, shall retain ownership and is responsible for the maintenonee and repair of the second'Towersnd
<br />the equipment room associated with that 'Tower ("Tower 2"), Further LESSOR shall retain the authority and
<br />absolute right to enter into a LEASE AGREEMENT with a second mobile/wireless communications provider
<br />("LESSEE 2") to utilize Tower 2. The Lease Agreement for Tower 2, shall include a provision that prior to
<br />commencement of the Lease Agreement for Tower 2, LESSEE 2 will reimburse LESSEE for a pro rota share of the
<br />construction costs incurred by LESSEE in constructing the facilities Pro rota share is defined by the number of
<br />wireless carriers on the second Tower,
<br />26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given ifsent by
<br />certified =0, return receipt requested or by commercial courier, provided the courier's regular business is delivery
<br />.service and provided further that it guarantees delivery to the addressee by the end of the next business day
<br />following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be
<br />notified may have designated to the sender by like notice):
<br />LESSOR: City of Santa Ana
<br />Executive Director
<br />Parks, Rec. & Community Services(M-23)
<br />$88 W, Santa Ana Blvd.
<br />Santa Ana, CA 927,02
<br />Courtes-y City of Santa Ana — Office of the City Attorney
<br />Copy to 20 Civic Center Phtza (M-29)
<br />P.O. Box 1988
<br />Santa Ana, California 92702
<br />LESSEE. T-Mobile USA, JuQ.
<br />12920 SE 38"' Street
<br />Bellevue, WA 98006
<br />Attn: PCS Lease Administrator
<br />With a copy to: Attm Legal Dept,
<br />Copy to-. OMNIPOINT COMMUNICATIONS INC., a subsidiary
<br />ofT-Mobile USA, Inc.
<br />(Site#*. LAG3010A)
<br />3 Imperial Promenade, Suite 11100
<br />Santa Ana, CA 92707
<br />Attn: Lease Adrninustration Manager
<br />Notice shall be effective upon mailing or dehvering the sainu to a commercial courier, as permitted above.
<br />Site 4; LA03010A
<br />Site
<br />ite Namc; TMD 10 Jco.ne Park
<br />Mark& califomia
<br />Page 56 of 103
<br />City Council 12-171 3/18/2025
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