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HomeMy WebLinkAboutCCTM1 LLC (2) INSURANCE ON FILE A-2025-026 WORK MAY PROCEED UNTIL INSURANCE EXPIRES DACIT(CLERx Y 3 0 2025 T't. MA GROUND LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA 0,7W ) AND ', i Notinia ) CCTM1 LLC FOR WIRELESS TELECOMMUNICATIONS FACILITIES AT JEROME PARK This Ground License Agreement("Agreement") made this 18th day of March,2025, is entered into by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter designated as "LICENSOR" and CCTM1 LLC, a Delaware limited liability company, hereinafter designated "LICENSEE." LICENSOR and LICENSEE are at times collectively referred to hereinafter as the "Parties." A Ground License for Wireless Telecommunications Facilities allows the City of Santa Ana to make certain properties available for the construction of new telecommunications facilities or the renewal of existing telecommunications facility agreements on the property. This will be a license for the use of the real estate as specified in the Agreement. 1. PROPERTY. LICENSOR is the owner of that certain real property located at 2115 W. McFadden Avenue, Santa Ana, CA 92704, commonly known as Jerome Park(the entirety of LICENSOR's property is referred to hereinafter as the "Property" and a legal description of the Property is attached hereto as Exhibit A). 2. PREMISES. LICENSOR hereby licenses to LICENSEE a portion of that Property for Site for Business Unit Number 828436 and being described as approximately four hundred fifty- four(454) square feet for LICENSEE's wireless telecommunications facilities as defined in Section 11 of this Agreement, consisting of(i) an existing three hundred eighty-eight(388) square foot parcel which LICENSEE was granted a lease for in the Original Agreement (as defined in Section 3, below, and further described in Exhibit B, attached hereto for reference) and(ii) an additional sixty-six(66) square foot parcel (the"First Additional Premises"). The licensed area of the Property,referred to hereinafter as the"Premises," is substantially described in Exhibit C attached hereto and incorporated fully. 3. PRIOR AGREEMENT. The Parties acknowledge that if the Parties had a prior lease agreement, or license agreement that upon its Effective Date (as defined below),this Agreement shall replace and supersede any prior lease agreement or license agreement(the "Original Agreement") between the Parties. 4. TERM. The Effective Date of this Agreement shall be April 1, 2025 and shall remain in effect for a period of ten (10)years (the"Initial Term"). 5. EXTENSIONS. This Agreement may be extended for up to three (3)additional five (5)year terms (each a"Renewal Term") (the Initial Term and each Renewal Term are collectively referred to as the"Term"). Each Renewal Term shall be subject to the terms and conditions as set forth herein as follows: A. If LICENSOR, in its reasonable discretion determines that LICENSEE's continued use of the Premises is not in conformity with LICENSOR's intended Page 1 of 103 use of the Property,LICENSOR shall provide written notice to LICENSEE that the Agreement will not be extended at least six(6)months prior to the expiration of the initial term. If no such notice is provided,the Agreement automatically extends for the first Renewal Term. B. Thereafter, each subsequent renewal shall be subject to the following procedure: If LICENSEE determines that it desires to extend the term,LICENSEE shall provide written notice six(6)months prior to the end of then-current term. Within sixty(60) days of receipt of LICENSEE's notice,LICENSOR shall determine whether such extension is in LICENSOR's best interest and, if not in LICENSOR's best interest,LICENSOR may deny such extension request, at its sole discretion. C. In the absence of a Renewal Tenn,the Agreement shall continue on a month-to- month basis. The License Fee for these month-to-month periods will be the amount of the last month Renewal Term License Fee plus four percent(4.0%), and subject to a Holding Over Fee as described in Section 6 below. 6. HOLDING OVER. Should LICENSEE continue to hold the Premises after the termination of the Agreement, whether the termination occurs by lapse of time or otherwise, such holding over shall, unless otherwise agreed to by LICENSOR in writing, constitute and be construed as a tenancy at will with an annual rent equal to the current annual License fee plus an additional annual License Fee equal to eighteen percent (18.0%) of the current annual License Fee, subject to all of the other terms set forth herein including the annual percentage License Fee increase. 7. ADDITIONAL PAYMENT.This Agreement,and any subsequent documents requiring approval including assignments and sublicenses,including colocations,require the Licensee to pay a non-refundable additional payment in the amount of Three Thousand Five Hundred and 00/100 Dollars($3,500.00).The additional payment is due and payable to the City upon the Effective Date of this Agreement. 8. LICENSE FEES. A. The License Fee for the first year shall be an annual amount of Forty-Nine- Thousand,Thirty and 32/100 Dollars ($49,030.32)based on a monthly amount of Four Thousand Eighty-Five and 86/100 Dollars ($4,085.86)to be paid annually in full on the first day of the year, in advance,to LICENSOR or to such other person, firm or place as LICENSOR may, from time to time, designate in writing at least thirty (30) days in advance of any License Fee payment date. B. If License Fee is not paid within fifteen(15) days after the due date and provided LICENSOR has complied with all applicable notice and cure provisions herein, LICENSEE agrees to pay a late charge equal to six percent (6%) of the then-current License Fee. Page 2 of 103 C. License Fee amounts attributable to partial months shall be prorated on a daily basis. D. The License Fee shall be subject to an annual increase of four percent(4%) per year, to be increased on each anniversary of the Effective Date. E. LICENSEE agrees to pay to LICENSOR an Additional License Fee, as set forth in Section 28A(1)of this Agreement, in the amount of Five Hundred and 00/100 Dollars ($500.00)per month, beginning upon the first day of the first full month following commencement of construction activities within the Premises by the DISH Colocator, defined in Section 11 below (the"DISH Colocation Effective Date"), and each subsequent payment shall be due and payable on the first day of each month thereafter until the earlier of(i)the expiration of the Term, or(ii) the expiration or termination of the DISH colocation. On the anniversary of the DISH Colocation Effective Date and on each anniversary of that date thereafter(each an "Additional License Fee Adjustment Date"),the Additional License Fee shall not escalate at a fixed amount, however, such fee will be calculated pursuant to Section 28(a)(1) of this Agreement. If the DISH colocation expires or terminates for any reason, LICENSEE shall no longer be obligated to pay the Additional License Fee for the DISH colocation. F. Pursuant to Section 28A(4) of this Agreement, LICENSEE agrees to pay to LICENSOR a fee for the First Additional Premises set forth in Section 2 of this Agreement(the "First Additional Premises Fee") in the amount of Four Hundred and 00/100 Dollars ($400.00)per month as consideration for the First Additional Premises, beginning upon the commencement of installation of improvements within the First Additional Premises (the"First Additional Premises Effective Date") and continuing thereafter until the earlier of(i)the expiration of the Term; or(ii) termination of the First Additional Premises by LICENSEE, in its sole and absolute discretion, upon thirty (30) days' written notice to LICENSOR. Termination for the First Additional Premises shall be effective upon the removal of all improvements made by the LICENSEE and the restoration of the First Additional Premises to the condition it was in as of the First Additional Premises Effective Date, ordinary wear and tear excepted. On the anniversary of the First Additional Premises Effective Date and on each anniversary of that date thereafter(each a"First Additional Premises Fee Adjustment Date"),the First Additional Premises Fee shall increase by an amount equal to four percent(4%) of the First Additional Premises Fee in effect for the month immediately preceding the applicable First Additional Premises Fee Adjustment Date for so long as such First Additional Premises Fee is payable to LICENSOR as set forth herein. 9. GOVERNMENTAL APPROVALS. A. It is understood and agreed that LICENSEE's ability to use the Premises is contingent upon its obtaining all of the certificates,permits and other approvals, Page 3of103 including without limitation those by the City acting in its regulatory authority (collectively the "Governmental Approvals"),that may be required by a Federal, State or local authority as well as satisfactory soil boring tests,which will permit LICENSEE's use of the Premises as set forth herein. B. Prior to the Effective Date,LICENSEE shall have the right(but not the obligation)to enter the Premises for the purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests")to determine the suitability of the Premises for LICENSEE's Facilities (defined below). In the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental Approval issued to LICENSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by the governmental authority or soil boring tests are found to be unsatisfactory so that LICENSEE will be unable to use the Premises for its intended purposes or LICENSEE determines that the Premises is no longer technically compatible for its intended use, LICENSEE shall have the right to terminate this Agreement. Notice of LICENSEE's exercise of its right to terminate shall be given to LICENSOR in writing by certified mail,return receipt requested, and shall be effective upon the mailing of such notice by LICENSEE. All License Fees and Administrative Fees paid to said termination date shall be retained by LICENSOR. 10.APPROVAL OF PLANS. Prior to commencing construction of LICENSEE's Facilities (described in Exhibit B), LICENSEE shall obtain LICENSOR's approval of LICENSEE's work plans,which approval shall not be unreasonably withheld, conditioned, or delayed; such approval shall be issued by the City Manager or his/her designee. LICENSOR shall give such approval or provide LICENSEE with its requests for changes,which changes must comply with all applicable building codes, in writing within thirty (30) working days of LICENSOR's receipt of LICENSEE's work plans. If LICENSEE does not receive such approval or request for changes in writing within such thirty (30)working day period, LICENSOR shall be deemed to have approved the plans. LICENSOR shall not be entitled to receive any additional consideration in exchange for giving its approval of LICENSEE's plans. 11. USE/MAINTENANCE. A. LICENSEE shall have the right to construct,maintain, install, repair, and operate, on the Premises,two separate communications towers and equipment rooms, including but not limited to, radio frequency transmitting and receiving equipment,batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements ("LICENSEE's Facilities") as authorized and delineated in the plans and survey attached as Exhibit D, as may be modified from time to time in accordance with this Agreement. These two separate communications towers shall be identified as"Tower 1" and "Tower 2". LICENSOR hereby consents to modifications at the Premises by DISH Wireless L.L.C. or its affiliate (the"DISH Colocator") as more fully described in the drawings attached hereto as Exhibit D. All improvements shall be at LICENSEE's sole expense and the installation of all Page 4 of 103 improvements shall be at the discretion and option of LICENSEE, with LICENSOR approval, which approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall be obtained from LICENSOR prior to commencement of any construction, alterations, modifications or improvements pursuant to Section 10 above, and LICENSEE agrees to submit architectural and engineering drawings ("Plans") and artistic renderings of the equipment to be installed. B. LICENSEE agrees that the installation and maintenance of LICENSEE's Facilities shall be effected with all reasonable diligence and precaution to avoid damage to the land,property or personnel.Notwithstanding the foregoing, once the initial improvements are installed,LICENSEE may replace, substitute, upgrade and expand its equipment, cables and antennas which comprise the LICENSEE's Facilities for the purpose of repairing or upgrading the telecommunications capabilities of LICENSEE's Facilities, with notice to LICENSOR, so long as the equipment, cables, or antennas remain within the original physical parameters of the Premises. C. LICENSEE shall not make any physical and/or aesthetic changes to the Premises that are substantial in the sole view of LICENSOR without the prior approval of LICENSOR,which shall not be unreasonably withheld, conditioned or delayed. Any such changes are subject to the provisions of Section 10 contained herein. D. LICENSEE shall be responsible for the cost of any and all damage to the Property including but not limited to concrete and/or asphalt, buildings and/or appurtenances caused by LICENSEE. LICENSOR at its discretion may require LICENSEE to repair and/or replace said damages or contract for said services and bill LICENSEE. LICENSEE shall have the right to install any warning signs on or about the Premises required by federal, state or local law. E. LICENSEE's Facilities shall be constructed and maintained in a manner and with materials that are consistent with the approved plans for the project. The materials actually used must match up with the proposed materials and artistic renderings. LICENSOR shall provide LICENSEE,LICENSEE's employees, agents, contractors, subcontractors and assigns with access to the Premises twenty-four(24)hours a day, seven (7) days a week, at no charge to LICENSEE. LICENSOR shall,at its sole expense, maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow reasonable access to the Premises by LICENSEE. Except in cases of emergency, LICENSEE agrees to provide twenty-four(24)hours' notice to LICENSOR before any installation, maintenance, replacement or repair is to take place on the Premises. In the event that maintenance is required, such as the repainting of LICENSEE's Facilities, such maintenance must be completed by LICENSEE within thirty(30) calendar days of notice by LICENSOR, if given, or the beginning of work by LICENSEE,whichever occurs first. Page 5 of 103 F. LICENSEE hereby accepts the Premises in the condition existing as of the date of the execution hereof, subject to all applicable zoning,municipal,county,state,and federal laws,ordinances and regulations governing and regulating the use of the Premises, and terms,covenants and conditions of this Agreement.LICENSEE acknowledges that neither LICENSOR,nor any agent of LICENSOR,has made any representation or warranty with respect to the condition of the Premises or the suitability thereof for the conduct of LICENSEE.Further,LICENSOR has not agreed to undertake any modification,alteration or improvement to the Premises except as provided in this Agreement. G. Except as may be otherwise expressly provided in this Agreement, the taking of possession of the Premises by LICENSEE shall in itself constitute acknowledgement that the Premises are in good condition and repair and in useable condition, and LICENSEE agrees to accept the Premises in its presently existing "as is""where is" condition, and that LICENSOR shall not be obligated to make any improvements, modifications or repairs thereto except to the extent that may otherwise be expressly provided in this Agreement. H. LICENSEE represents and warrants that it has made a sufficient investigation of the conditions of the Premises existing immediately prior to the execution of this Agreement, including but not limited to investigation of the surface, subsurface, and groundwater for contamination and hazardous materials and is satisfied that the Premises will safely support the project type to be constructed by LICENSEE upon the Premises,that the Premises is otherwise fully fit (physically and lawfully) for the uses required and permitted by this Agreement and that LICENSEE accepts all risks, losses and expenses associated the foregoing provisions. I. LICENSEE acknowledges that(1) LICENSOR has informed LICENSEE prior to the commencement of the term of this Agreement that LICENSOR does not know of any release of any hazardous material that has come to be located on or beneath the Premises; (2)prior to the commencement of the term of this Agreement, LICENSOR has made available to LICENSEE, for review and inspection, records in the possession or control of LICENSOR which might reflect the potential existence of hazardous materials on or beneath the Premises; (3)LICENSOR has provided LICENSEE access to the Premises for a reasonable time and upon reasonable terms and conditions for purposes of providing to LICENSEE the opportunity to investigate, sample, and analyze the soil and groundwater on the Premises for the presence of hazardous materials; (4) by signing this Agreement,LICENSEE represents and warrants to LICENSOR that LICENSEE does not know nor has reasonable cause to believe that any release of hazardous material has come to be located on or beneath the Premises; and(5)with respect to any hazardous material which LICENSEE knows or has reasonable cause to believe has come or will come to be located on or beneath the Premises,LICENSEE agrees to promptly commence and complete the removal of the hazardous material at no cost or expense to LICENSOR and in full compliance with all applicable laws, regulations, Page 6of103 permits, approvals, and authorizations. The phrase "hazardous material," as used herein,has the same meaning as that phrase has in Section 14 of this Agreement. J. In the event LICENSEE breaches any of the provisions of this Section,this Agreement may be terminated by LICENSOR subject to any applicable cure periods. K. LICENSEE agrees that, except as otherwise expressly provided in this Agreement,LICENSEE is solely responsible, without any cost or expense to LICENSOR,to take all actions necessary to continuously use the Premises as provided by this Agreement and in compliance with all applicable laws and regulations during LICENSEE's period of use at no cost or expense to LICENSOR and in full compliance with all applicable laws, regulations, permits, approvals, and authorizations. 12. COMPLIANCE WITH LAW.LICENSEE shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, zoning restriction, ordinance, or governmental rule or regulation or requirements of duly constituted public authorities now in force or which may hereafter be in force, or with the requirements of the State Fire Marshal or other similar body now or hereafter constituted, relating to or affecting the condition, use or occupancy of the Premises. LICENSEE shall not allow the Premises to be used for any unlawful purpose,nor shall LICENSEE cause, maintain or permit any nuisance in, on or about the Premises. LICENSEE shall not commit or suffer to be committed any waste in or upon the Premises. 13. EXPLOSIVES AND FLAMMABLE MATERIALS. The Premises shall not be used for the storage of flammable materials, explosives, or other materials or other purposes deemed by LICENSOR to be a potential fire or other hazard to the Premises, except those permitted in Section 14 below. The operation and maintenance of the Premises shall be subject to regulation by LICENSOR so as to protect against fire or other hazard impairing the use, safety and/or appearance of the Premises and telecommunications facility. The occupancy and use of the Premises by LICENSEE shall not be such as will permit hazardous or unreasonably objectionable smoke, fumes, vapors or odors to rise above the surface of the Premises. 14. HAZARDOUS MATERIALS. A. LICENSEE shall at all times and in all respects comply with all federal, state, and local laws, ordinances and regulations, including, but not limited to, the Federal Water Pollution Control Act(33 U.S.C. section 1251, et seq.), Resource Conservation and Recovery Act(42 U.S.C. section 6901,et seq.), Safe Drinking Water Act(42 U.S.C. section 300f, et seq.), Toxic Substances Control Act(15 U.S.C. section 2601, et seq.), Clean Air Act(42 U.S.C. section 7401, et seq.) Comprehensive Environmental Response, Compensation and Liability Act(42 U.S.C. section 9601, et seq.), Safe Drinking Water and Toxic Enforcement Act (California Health and Safety 9 Amended 2018 MLA: CTC Approved May18- Page 7 of 103 19,2022 Code section 25249.5, et seq.), other applicable provisions of the California Health and Safety Code (section 25100, et seq., and section 39000, et seq.), California Water Code (section 13000, et seq.), and other comparable state laws, regulations, and local ordinances relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal, or transportation of any oil, flammable explosives, asbestos,urea, formaldehyde, radioactive materials, or waste, or other hazardous,toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any "hazardous substances" under any such laws, ordinances or regulations (collectively "Hazardous Materials Laws"). B. As used in the provisions of this Agreement, "hazardous materials" include any "hazardous substance" as that term is defined in section 25316 of the California Health and Safety Code and any other material or substance listed or regulated by any Hazardous Materials Law or posing a hazard to health or the environment. Except as otherwise expressly permitted in this Agreement, LICENSEE shall not use, create, store or allow any hazardous materials on the Premises, except fuel properly stored for back-up generators and the storage of fuel for such generators shall only be allowed if provided in a particular Premises License under the conditions of that Premises License or in a specific encroachment permit. C. LICENSEE acknowledges that(1) prior to the commencement of the term of this Agreement, LICENSOR will make available upon request to LICENSEE, for review and inspection, records in the possession or control of LICENSOR which might reflect the potential existence of hazardous materials on or beneath the Premises; (2)LICENSOR has provided LICENSEE access to the Premises for a reasonable time and upon reasonable terms and conditions for purposes of providing to LICENSEE the opportunity to investigate, sample, and analyze the soil and groundwater on the Premises for the presence of hazardous materials; (3) by signing this Agreement, LICENSEE represents and warrants to LICENSOR that LICENSEE does not know nor has reasonable cause to believe that any release of hazardous material has come to be located on or beneath the Premises; and (4)with respect to any hazardous material which LICENSEE knows or has reasonable cause to believe has come or will come to be located on or beneath the Premises, LICENSEE agrees to promptly commence and complete the removal of the hazardous material at no cost or expense to LICENSOR and in full compliance with all applicable laws, regulations, permits, approvals, and authorizations. The phrase "hazardous material", as used herein, has the same meaning as that phrase has in Section 14 B. of this Agreement. D. No permanent underground or above ground storage tanks shall be installed on Premises. Only temporary fuel tanks with secondary containment, for the sole purpose of storing fuel for the backup generators, are allowed. E. In no case shall LICENSEE cause or allow the deposit or disposal of any hazardous materials of any kind on the Property, in any manner prohibited by law. LICENSOR, or its agents or contractors, shall upon seventy-two hours' prior Page 8 of 103 notice to LICENSEE and accompanied by an escort designated by LICENSEE, have the right to go upon and inspect the Premises and the operations thereon to assure compliance with the requirements herein stated. In the event of emergency,where LICENSOR cannot reasonably comply with the foregoing notice requirement, LICENSOR shall have the right to access the Premises and LICENSOR shall, within forty-eight(48)hours following actual notice of emergency access, inform LICENSEE of(i)the date and time of emergency access and (ii)the nature of the event requiring emergency access. This inspection may include taking samples of substances and materials present for testing, and/or the testing of surface soils and sub-surface soils. In the event LICENSEE breaches any of the provisions of this Section, this Agreement may be terminated by LICENSOR, subject to any applicable cure periods. F. LICENSEE shall, within twenty-four(24) hours of the discovery on the Premises of the presence of, or believed presence of, a Hazardous Substance as defined herein, give written notice to City. The failure to disclose in a timely manner the release of a Hazardous Substance by LICENSEE, including but not limited to, an amount which is required to be reported to a state or local agency pursuant to law shall be grounds for termination of this Agreement by City in addition to actual damages and other remedies provided by law. LICENSEE shall immediately clean up and completely remove all Hazardous Substances placed by LICENSEE on, under, about or within the Premises, in a manner that is in all respects safe and in accordance with all applicable laws, rules and regulations. G. LICENSEE shall be responsible for and bear the entire cost of removal and disposal of any and all hazardous materials introduced to the Premises during LICENSEE'S period of use of the Premises, regardless of whether such hazardous material is introduced by LICENSEE or by any other person acting under LICENSEE. LICENSEE shall also be responsible for any clean-up and decontamination on or off the Premises necessitated by the introduction of such hazardous materials within the Premises or any surface below the Property. LICENSEE shall not be responsible for or bear the cost of removal or disposal of hazardous materials introduced to the Property by any party other than LICENSEE during any period prior to commencement of LICENSEE'S period of use of the Premises. H. LICENSEE shall further defend, indemnify, and hold harmless LICENSOR, and LICENSOR's directors, officers, and employees, from any and all responsibilities, liabilities, penalties, and claims for damages resulting from the presence or use of hazardous materials within the Premises arising from LICENSEE's use of the Premises. Breach of any of the covenants,terms, and conditions in this Section shall give City the authority to either immediately terminate this Agreement or to shut down LICENSEE's operations thereon, at the sole discretion of City. In either case, LICENSEE will continue to be liable under this Agreement to remove and mitigate all Hazardous Substances placed by LICENSEE on, under, about or within the Page 9 of 103 Premises. LICENSEE shall be responsible for, and bear the entire cost of removal and disposal of, all Hazardous Substances introduced to the Premises by LICENSEE during LICENSEE's period of use and possession of the Premises. Upon termination of this Agreement, LICENSEE shall, in accordance with all laws, remove from the Premises any equipment or improvements placed on the Premises by LICENSEE that may be contaminated by Hazardous Substances. 15. INDEMNIFICATION. To the furthest extent allowed by law, LICENSEE shall indemnify, hold harmless and defend LICENSOR and its officers, officials, employees, agents and volunteers from any and all loss, liability, fines,penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage, including damage by fire or other casualty) incurred by LICENSOR,LICENSEE, or any other person, and from any and all claims, demands and actions in law or equity(including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of LICENSEE's: (i) occupancy, maintenance and/or use of the Premises and/or LICENSEE'S Facilities; or(ii)performance of, or failure to perform,this Agreement. LICENSEE's obligations under the preceding sentence shall apply to any negligence of LICENSOR, but shall not apply to any loss, liability, fines,penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct,of LICENSOR or its officers, officials, employees, agents or volunteers. 16. INSURANCE. LICENSEE shall carry and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder and the results of that work performed by the LICENSEE or on LICENSEE's behalf by its agents,representatives, employees or subcontractors as specified in Exhibit E. 17. INTERFERENCE. A. LICENSEE's Facilities shall not disturb the communications configurations, equipment, and frequency,which exist on the Property on the date the Original Agreement was fully executed ("Pre-Existing Communications"), or public safety communications operations, as may be upgraded periodically, and LICENSEE's Facilities shall comply with all non-interference rules of the Federal Communications Commission("FCC"). LICENSOR shall not use,or permit the use of, any portion of the Property in any way,which interferes with LICENSEE's use of the Premises or encroaches upon the Premises. Notwithstanding the foregoing,Pre-Existing Communications operating in the same manner as on the date this Agreement is fully executed shall not be deemed interference. LICENSOR shall require any future tenants, assignees, licensees, or occupants using any portion of the Property for the operation of mobile/wireless or radio communications facilities to comply with the provisions of this Section and shall obtain LICENSEE's written consent prior to allowing such use of the Property,which such consent shall not be unreasonably withheld, conditioned, or delayed, provided that LICENSEE's consent may be withheld if interference with LICENSEE's transmissions,receptions, operations, or use of frequency will result due to such use. The City Manager or his/her designee shall determine whether Page 10 of 103 consent is unreasonably withheld and may require LICENSEE to consent subject to the above conditions. In the event of any interference with LICENSOR's public safety communications operations, LICENSEE shall have twenty-four(24) hours after receipt of notice to cure the interference, and if LICENSEE fails to do so,LICENSOR has the right to require that LICENSEE cease operating LICENSEE's Facilities (except for intermittent testing to determine the source of the interference) until LICENSEE is able to recommence operations without causing such interference. If LICENSEE's Facilities interfere with LICENSOR's public safety communications operations during an emergency, LICENSOR may require that LICENSEE immediately cease operating LICENSEE's Facilities and if LICENSEE fails to do so,LICENSOR has the right to shut down the electricity supply to LICENSEE's Facilities. LICENSEE shall reimburse LICENSOR for any actual, reasonable costs that LICENSOR incurs to cure any interference with LICENSOR's public safety communications operations caused by LICENSEE's Facilities. 18. REMOVAL UPON TERMINATION. LICENSEE, upon expiration or earlier termination of the Agreement, shall,within ninety (90)days,remove all of LICENSEE's fixtures and all personal property and otherwise restore the Premises substantially to its original condition, at LICENSEE's sole expense,reasonable wear and tear, and casualty excepted, including but not limited to, removing of any foundations to a depth of four(4)feet. LICENSOR agrees and acknowledges that all of the equipment, fixtures and personal property of LICENSEE shall remain the personal property of LICENSEE and LICENSEE shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. Antenna support structure, all utilities, cabling,wiring, underground conduits, foundations and equipment/storage buildings may remain at LICENSOR's sole option. 19. QUIET ENJOYMENT. LICENSOR covenants that LICENSEE, on paying the License Fee and performing the covenants shall peaceably and quietly have,hold and enjoy the Premises,provided however, that LICENSOR shall have the right and privilege to conduct City Business on the Property, as necessary. "City Business" shall include, but not be limited to the following: minor maintenance, minor landscaping, minor construction, concessionaires, and City-sponsored events, located near the Premises, so long as the City Business does not interfere with or impair the operation of LICENSEE's Facilities. 20. TITLE. LICENSOR covenants that LICENSOR possesses good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement. LICENSOR further covenants that there are no other liens,judgments or impediments of title on the Property or affecting LICENSOR's title to the same and that there are no covenants, easements or restrictions that prevent the use of the Premises by LICENSEE as set forth above. 21. NO LIENS. LICENSEE shall not permit any mechanics' or materialmen's liens on the Property for any labor or material furnished to LICENSEE in connection with work performed. LICENSEE shall have the right to contest the validity,nature, or amount of any Page 11 of 103 such lien but, upon the final determination of such questions, shall immediately pay any adverse judgment rendered with all proper costs and charges and have the lien released at its own expense. If LICENSEE desires to contest any such lien,then prior to commencing such contest, it will post a bond, where necessary,to release the lien. 22. OTHER LICENSEE RESPONSIBILITIES.LICENSEE shall comply with all present and future laws, orders and regulations relating to Maximum Permissible Exposure ("MPE") and other related health issues directly applicable to its operation of LICENSEE's Facilities, as well as the American National Standards Institute (ANSI) standards. Without limiting the provisions of LICENSEE's indemnity contained herein, LICENSEE, on behalf of itself and its successors and assigns, shall indemnify LICENSOR from and against all claims or personal injuries due to violation of MPE to the extent such personal injuries are actually caused by LICENSEE's Facilities on the Premises. A. LICENSEE shall maintain LICENSEE's Facilities and shall make all repairs to the Premises necessary to keep the Premises safe. LICENSOR may require LICENSEE to make repairs to and/or replace damaged equipment of LICENSEE's Facilities and/or any parts thereto regardless of fault including, but not limited to, damage caused by vandalism or acts of God, not later than seven (7) days after said damage is reported to LICENSEE, except for damage caused by LICENSOR. This time period may be extended with written authorization from the City Manager. In the event such authorization is not given, and repairs are not made in seven (7) days,LICENSOR may cause such repairs to be made, including making said repairs and/or hiring a contractor to make said repairs. LICENSOR may charge LICENSEE for the cost of said services. Damage caused by graffiti shall be removed within forty-eight(48) hours notification to LICENSEE by LICENSOR. If said graffiti is not removed within the 48-hour period, City may remove said graffiti and bill LICENSEE for the cost of services. B. LICENSOR grants LICENSEE the right to obtain utilities for the operation of LICENSEE's Facilities. LICENSEE shall be responsible directly to the servicing entities for any and all utilities required by LICENSEE for its use of the Premises. LICENSOR shall cooperate with LICENSEE in its efforts to obtain utilities from any location provided by LICENSOR or the servicing utility, including signing any easement or other instrument reasonably required by the utility company. C. LICENSEE shall have the right to replace or repair its equipment or any portion thereof during the term of this Agreement. LICENSEE shall maintain the Premises in a good condition, reasonable wear and tear excepted. 23. EMERGENCY USE OF PREMISES. LICENSEE shall make available to police,fire, and emergency services of the City of Santa Ana space on its communications tower at no cost to LICENSEE or said entities, subject to structural analysis,provided LICENSEE'S antenna structure and license area can accommodate LICENSOR's proposed equipment and space is available, which determination shall be made by LICENSEE in its reasonable and good faith discretion. If the City of Santa Ana exercises its right to collocate pursuant to this Section, LICENSOR shall negotiate, in good faith, a tower license agreement("Tower License Page 12 of 103 Agreement")with terms mutually agreed upon by LICENSOR and LICENSEE at that time. LICENSEE agrees that LICENSOR shall be entitled to utilize LICENSEE'S Facilities without paying the Basic Monthly Consideration as defined in the Tower License Agreement. The City of Santa Ana is responsible for maintaining its own equipment. The space to be made available will not create interference with LICENSEE's communications operations. As to any future colocations, their respective installations will be permitted only at such locations that will not cause interference with LICENSEE or LICENSOR and the City of Santa Ana's operations. The City entities will be afforded 24-hour access to its equipment at the Property. In addition,the City will be provided "power backup" by LICENSEE, if available at the Premises. 24.INTEGRATION. It is agreed and understood that this Agreement and its Exhibits contain all agreements, promises and understandings between LICENSOR and LICENSEE and that no verbal or oral agreements,promises or understandings shall be binding upon either LICENSOR or LICENSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, either in law or in equity. 25. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of California,with venue in Orange County. 26. ATTORNEY'S FEES. The prevailing party in any legal action or lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any. 27. ASSIGNMENT.LICENSEE shall not assign or transfer this Agreement without the prior written consent of LICENSOR,which consent solely at LICENSOR'S discretion. Subsequent documents requiring approval including assignments, and sublicenses require an Administrative Fee as prescribed in Section 7 to cover cost of review. Provided,however,that LICENSEE shall have the right to assign its rights under this Agreement, to any of LICENSEE's (i)partners,parents, subsidiaries, affiliates,or successor legal entities, (ii) in connection with the sale, exchange, or other transfer of LICENSEE's FCC authorization for the geographic area in which the Premises are located or of majority of LICENSEE's network assets in the geographic area where the Premises are located, or(iii) in connection with any financing, loan, security interest,pledge, or mortgage of LICENSEE's property with written notice to LICENSOR as prescribed in Section 29 of this Agreement. Such notice shall be given thirty (30)days prior to any assignment.No Administrative Fee is required for assignments between parties listed in (i-iii)above. 28. COLOCATION.LICENSEE acknowledges and agrees that the City policy is to provide for colocation on telecommunications tower facilities and will reasonably facilitate any colocation Page 13 of 103 subject to the conditions outlined in this Agreement. LICENSEE further agrees that LICENSOR shall retain ownership of any further lease rights with respect to space for additional telecommunications facilities on the Property, other than the Premises which is already licensed to LICENSEE. A. LICENSEE—COLOCATOR Colocation Agreement: LICENSEE shall enter into a sublicense, or similar form of occupancy, subject to all permits and approvals from all governmental agencies having jurisdiction, with a future tower colocation user who wishes to collocate/sublease space on LICENSEE's tower, subject to: 1) LICENSOR shall receive a fee of fifty percent (50%) of the Tower Rent,as defined below, received by LICENSEE(the "Additional License Fee"). a. LICENSEE is required to self-report to LICENSOR when their Tower Rent from any source increases. b. To ensure accurate calculation and payment of the Additional License Fee, once per calendar year, LICENSOR may submit a written request to LICENSEE for a business summary report pertaining to LICENSEE's sublicensee rent obligations for the cellular tower("Tower Rent")that is the subject of this Agreement for the prior twelve (12) month period, and LICENSEE shall provide such written report to LICENSOR within sixty (60) days after LICENSEE's receipt of such written request. LICENSOR shall send such written request to the Notice address set forth in Section 29 of this Agreement. c. In the event that LICENSEE does not provide a business summary, as described in Section 28(a)(1), within sixty (60) days, or such business summary is not satisfactory in the LICENSOR's reasonable discretion, LICENSOR shall have the right to: i. Upon reasonable notice, review LICENSEE's records related to Tower Rent, including but not limited to, invoices, contracts, and any other documentation supporting the amount of Tower Rent received by LICENSEE; ii. Conduct an audit: LICENSOR may, at its own expense and upon reasonable notice to LICENSEE, conduct an audit of LICENSEE's books and records related to the Tower Rent to verify the accuracy of the reported amounts. d. LICENSEE shall cooperate fully with LICENSOR's reasonable requests for information and access to records in connection with the verification of the Additional License Fee. 2) LICENSEE shall obtain LICENSOR's consent on any sublicense, or similar form of occupancy, or colocation agreement, and affidavits stating the colocation rent. Page 14 of 103 3) Each colocatee shall have a separate agreement with the term(s)running coterminous (all starting and expiring on the same date)with the primary or original LICENSEE Agreement. 4) In the event LICENSEE does not have adequate ground space for colocatee; LICENSEE and LICENSOR shall amend the Agreement to include the additional required ground space for the colocatee. The Amendment to the Agreement shall specify the monthly amount that LICENSEE shall pay LICENSOR for the additional ground space required. That amount shall be determined by the additional required ground space as specified below: Additional Space Required Amount due Licensor per Month Up to 100 ft2 $400.00 100 to 200 ft2 $600.00 200 to 300 ft2 $900.00 Over 300 ft2 $1,250.00 The License Fee for the additional ground space in this Section shall be subject to an annual increase of four percent(4%)per year,to be increased on each anniversary of the Effective Date of the Amendment to the Agreement. B. COLOCATION ADDITIONAL PAYMENT: A colocation non-refundable additional payment is payable to LICENSOR by LICENSEE for colocations as prescribed in Section 7 of this Agreement; and LICENSOR's review/approval cannot be unreasonably withheld, conditioned or delayed. However, if the colocation is submitted as one proposal with LICENSEE's submission, or as multiple colocatees, only one colocation non-refundable additional payment shall be required. 29. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier,provided the courier's regular business is delivery services and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows: LICENSOR: City Cleric 20 Civic Center Plaza(M-30) P.O.Box 1988 Santa Ana,CA 92702 With Copies To: Public Works Agency 20 Civic Center Plaza(M-21) P.O.Box 1988 Santa Ana,CA 92702 Page 15 of 103 LICENSEE: CCTM1 LLC c/o Crown Castle USA Inc. Attn: Legal -Real Estate Department 2000 Corporate Drive Canonsburg, PA 15317 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3)days after it has been deposited in the United States mail, duly registered or certified,with postage prepaid, and addressed as set forth above. For purposes of calculating these timeframes,weekends, federal, state, County or City holidays shall be excluded. 30. SUCCESSORS. This Agreement shall extend to and bind the heirs,personal representatives, successors, administrators and permitted assigns of the Parties hereto. 31. RELOCATION RIGHT. A. Anytime within the Initial Term, LICENSOR shall have the right to cause LICENSEE to relocate LICENSEE's Facilities to alternate space on the Property; provided however,that such relocation shall (1) be at LICENSEE's cost and expense which shall be limited to reasonable expenses of moving and re-installing the tower structure and accompanying equipment, including the cost of City permits and fees which LICENSEE may legally pay, (2) be performed by LICENSEE or its agents, (3) not result in any interruption of the communications services provided by LICENSEE on the property, (4)not impair, or in any manner alter, the quality of communications services provided by LICENSEE on or from the Property, and (5) be done in accordance with subsections B and C below. Upon relocation of LICENSEE's Facilities, the access and utility rights of way will be relocated as required, in the sole discretion of LICENSOR,to operate and maintain LICENSEE's Facilities. B. LICENSOR shall exercise its relocation right under subsection A above by delivering written notice (the "Notice") to LICENSEE. In the Notice, LICENSOR shall propose an alternate location to which LICENSEE may relocate LICENSEE's Facilities. LICENSEE shall have sixty (60) days from the date it receives the Notice to evaluate LICENSOR's proposed relocation site, during which period LICENSEE shall have the right to conduct tests to determine the technological feasibility of the proposed relocation site. If LICENSEE fails to disapprove of such proposed relocation Premises in writing within the sixty(60)-day period, LICENSEE shall be deemed to have approved such proposed relocation site. If LICENSEE disapproves such relocation site, Page 16 of 103 then LICENSOR may thereafter propose another relocation Premises by Notice to LICENSEE in the manner set forth above. Any relocation Premises which LICENSOR and LICENSEE agree upon in writing shall be referred to as the "Relocation Site." LICENSEE shall have up to twelve (12) months after execution of a written agreement between the parties concerning the location and dimensions of the Relocation Premises to relocate LICENSEE's Facilities to the Relocation Site. Upon relocation of LICENSEE's Facilities to the Relocation Site,all references to the Premises herein shall be deemed to be references to the Relocation Site. LICENSOR and LICENSEE agree that the Relocation Premises (including the access and utility right of way) may be surveyed by a licensed surveyor at the sole cost of LICENSEE, and such survey will then replace Exhibit C and become a part hereof and will control or describe the Premises. Except as expressly provided, LICENSOR and LICENSEE hereby agree that in no event will the relocation of LICENSEE's Facilities, or any part thereof, under subsection A above, affect, alter,modify or otherwise change any of the terms and conditions of this Agreement. 32.DEFAULT. In the event there is a default by either party with respect to any of the provisions of this Agreement or its obligations under it, including the payment of the License Fee, the non-defaulting party shall give the defaulting party written notice of such default.After receipt of such written notice,the defaulting party shall have fifteen (15)days in which to cure any monetary default and thirty(30) days in which to cure any non- monetary default,provided the defaulting party shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the defaulting party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. The non-defaulting party may not maintain any action or affect any remedies for default against the defaulting party unless and until the defaulting party has failed to cure the same within the time periods provided in this Section. 33. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within sixty(60) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LICENSEE's operations at the Premises for more than sixty (60)days,then LICENSEE may at any time following such fire or other casualty,provided LICENSOR has not commenced the restoration required to permit LICENSEE to resume its operation at the Premises, terminate this Agreement upon twenty(20) days written notice to LICENSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such termination date,with respect to payments due to the other under this Agreement. If LICENSEE decides not to terminate this Agreement,the License Fee shall be abated proportionally to the reduction of use. 34. CONDEMNATION. In the event of any condemnation of the Premises, LICENSEE may terminate this Agreement upon fifteen(15) days written notice to LICENSOR. LICENSEE Page 17 of 103 may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses, and any other amount recoverable by LICENSEE under condemnation law(but not for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. 35. SUBMISSION OF AGREEMENT. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties 36. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement, which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 37. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 38. TERMINATION. A. Compelled Termination: If, during the Term,there is a determination made pursuant to an unappealable order of a county, state, or national governmental health agency having proper jurisdiction over LICENSEE's operations that LICENSEE's use of the Premises poses a human health hazard that cannot be remedied and that LICENSEE must cease all operations on the Premises,then LICENSEE shall immediately cease all operations on the Premises and this Agreement shall terminate as of the date of such order. In the event the Federal Communications Commission, or any successor agency,makes a determination that is final and non-appealable, or which is affirmed and becomes final after the exhaustion of all available appeals, concluding that LICENSEE's use as set forth in this Agreement presents a material risk to the public health or safety and that LICENSEE must cease all operations on the Premises, LICENSOR may terminate this Agreement upon fourteen (14) days' notice to LICENSEE. B. Termination by LICENSEE: LICENSEE may terminate this Agreement by written notice to LICENSOR if(i)LICENSEE does not obtain all permits, consents, easements, non-disturbance agreements or other approvals (collectively "Approvals") reasonably desired by LICENSEE or required from any governmental authority or any third party related to or reasonably necessary to operate, install, maintain,replace, or remove LICENSEE's Facilities, or if any such approval is canceled,expires or is withdrawn or terminated without any fault of LICENSEE, or(ii) LICENSOR fails to have proper ownership of the Premises or the authority to enter into this Agreement, or(iii) LICENSOR fails to cure a default Page 18 of 103 pursuant to Section 32. Upon termination, all prepaid License Fees shall be retained by LICENSOR, unless termination is pursuant to (ii)above or(iii) above. C. Termination by LICENSOR: LICENSOR may terminate this Agreement by written notice to LICENSEE if LICENSEE fails to cure a default pursuant to Section 32. Upon termination for this reason, all prepaid License Fees shall be retained by LICENSOR. 39. MISCELLANEOUS PROVISIONS. A. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective Parties to the terms of this Agreement, and each Party shall indemnify the other fully, including reasonable costs and attorney's fees, for any injuries or damages incurred in the event that such authority or power is not, in act, held by the signatory or is withdrawn. B. The Parties agree that LICENSOR has entered into this Agreement in its proprietary capacity as owner of the Premises and not in any regulatory capacity. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. D. In the event of any conflict of inconsistency between the terms and condition in this Agreement and any terms or conditions set forth in any Exhibit, purchase order, or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail. [Signature Page Follows] Page 19 of 103 SIGNATURE PAGE FOR GROUND LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND CCTMI LLC FOR WIRELESS TELECOMMUNICATIONS FACILITIES AT JEROME PARK IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA O, A 17 kr= ,,,teitigOetild11111111Fk lit • Minh Thai Assistant City Manager APPROVED AS TO FORM LICENSEE SONIA R. CARVALHO CCTM I LLC, City Attorney a Delaware limited liability company By: By: ndon Salvatierra Name: a hew Norwood Deputy City Attorney Title: D'r Na. Qps Date: ,�9 ,s RECOMMENDED FOR APPROVAL Digitally signed by N a bil Saba NDa e:52 25.03.03 17:14:39-08'00' Nabi l Saba Executive Director Public Works Agency Page 20 of'103 EXHIBIT A Legal Description of the Property SANTA ANA ACRES LOT 32 AND POR OF LOT 31 AND POR ABAND STR (CENTER STREET)ADJOINING THE WEST LINE OF LOT 32 TR 696 Page 21 of 103 EXHIBIT B Original Agreement A-2007.281 Site Name:TM010 Jerome Park Site IDlE LAW OI OA %IONGEN EOCC.E) FIRST AMENDMENT TO LAND ERASE AGREEMENT BETWEEN tunny waar��fYWY�pp`' 0oUNC1191? II,.'1'HE crrvOF SANTA ANA AND OMNIPOINTCOMMUNICATIONS INC.Ito UnGe3O b�D-1 Jerome Park U E This First Amendment to Land Lease Agreement between tba.City of Santa Ana and Omnireint Cummurlieatimsa Jot.for Jerome Path(hereinafter'First Amendment")is attached to end made pert of the Land Lease Agreement Between The City of SantsAnn anal Onudpolnt Comn l pfkmlwla Inn for Jerome Park(the"Lune¢")dated as of December 5,2005 by and between the City of Santa Ma,,a charter city and municipal corporation organized and existing under the Constitution and laws of the Stale of California, ("LESSOR) and OMNU'OINT COMMUMCATIONS, INC., a subsidiary of T-Mobile USA, Ine, a Delaware corporation, with a place el' business of 3 Imperial Promenade,Suite 1100,Sams Ana,CA 92707("LESSEE'). RECITALS: WHEREAS,the property address IRS W.Santa Ann Blvd,Santa Ana CA,specified In Section 1 of the Lease.,Is Incorrect and the Parties wish to correct dte address to 2115 W.Mc Fadden Avenue.,Santa Ass,CA 92704;and WHEREAS,LESSEE was to construct concrete bleachers wider the Approved Plans hut LESSER and LESSOR now want to provide for portable bleachers instead; NOW THEREFORE,for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged;and WITHOUT limiting the terms of the tease,LESSOR and LESSEE,intending to he legally bound,further agree to amend the Lease as follows: AMENDMENTS' I) The edehaes"EMS W.Santa Ana Blvd,Santa Ann CA"appearing in Section I of the Lease Is hereby deleted and replaced with the address"2115 W.Mc Fadden Avonne,Santa Alm,CA 92704". 2) The Approved Bass included in the Loose and titled"Exhibit B"are hereby deleted in their entirety and replaced with the Approved Plans embodied in"Exhibit B-I"attached hereto. All reference in the Lease to Exhibit B shall moan the now Exhibit B.I. LESSEE shall contract and pay to All Purpose Manufacturing,Inc.,the sum not to exceed Thirty Thousand Dollars($30,000.00)for the purchase and installation of portable bleachers as described In the attached Exhibit B-I. The portable bleachers shall not be part of the Premises or LESSEE's Facilities. LESSOR assumes all title and ownership Interest in,all maintenance responsibility and Liability for'the portable bleachers. LESSEE shall have no obligation under the Lease to provide concrete bleachers or any other bleachers once the stun is paid to All Purpose Manufacturing,Ina,us provided i10101rl. }HEADINGS: Any and all headings In the original Lease and any Amendment thereto,ore for reference and/or elnr1f0erdian purposes only and shall net be deemed to define or limit rho scope or intent of any of the terms, covenants,conditions or agreements contained therein. IN THE EVENT of'a conflict between the original Leant, arid this First Amendment, this First Amendment shall control. All terms and cenditiora in the Lease and Exhibits thereto which are not inconsistent herewith remain In RJI force and effect 'signature page follows] Page 22 of 103 Site Nanw:TM010 In Path Site IOP,LAOJUI OA IN WITNESS WHEREOF,LESSOR and LESSER have canoed this First Amendment to he duly executed as of the dam below, ATTEST: CITY OF SANTA ANA "Cor -PAfort ER CAVIDN Clerk of the Council City Manager APPROVED AS TO FORM: JOSEPIH W.FI.ETCNRR City Mornay LA - 5[I9EDY n Y st Assistant City Attorney LESSEE: OMNWOINT COMMUNICATIONS INC„ (/a snits ni'oYGMobite USA .c By: Printed Name: '. c' ashen on Zumr'J ey Its: VI 'reside: Th, mring-Arranrecinr' Auto: ,.- ."'. T-Mobile Legal Approval By: Page 23 of 103 Site Nam:TM010 Jerome Park Site ID&LA03010A EXHIBIT B-1 —ii2H*tW+AiEltEsHON-B1191.1WPREA4IShKJ• SITE PLANS/DESCROPTIVE RENDERINGS However,It Is expressly agreed and understood by mid between the LILSSOIt and LESSEE that the exact and precise location of the LESSEE's Facilities ore subject to review end approval by the planning and/or zoning Boards having Jurisdiction over the"Premises". 'therefore,It Is expressly agreed and understood by and between LESSOR and LESSEE that the precise location of the Premises as shown on Exhibit"13-1"may he meddled by the LESSEE lit order to comply with and obtain necessary planning and/or wiling approvals,and any and all other approvals necessary for LESSEE'S intended use oldie property. The Premises as described herein may therefore bo modified by the LESSEE to reflect the final engineering design, An amended Exhibit"Il-l"(if necessary)will bo provided by the LESSEE and coached to rho lease in place of the existing Exhibit"n-i",a copy of which will be provided to the LESSOR far review prior to being incorporated into the Agreement. See the attached drawings dated 08/21/2007,idoatltied as Site Name Jerome Park,Site Number LA03010A,Sheets T-I,'I'-2,T-3,C-I,C-2,A-1,A-2,A-3,A-4,AN'f-I,Sd,S-2,S-3,LI,E-1,E-2,E-3,/3-4,E-S,E-6,/3-7,M-I,M- 2,and M-3 along with Site Surveys:LS-I and 1 S-2 dated 09/19f2005. J ill LESSOR INITIALS: aw �_ LESSEE INITIALSt---r Page 24 of 103 I flil A hia �!i41 �:�'1 uiiflL a_...._-..._-_._-. in 0 ' d ' dd k y l r. s 4d " F� d ;� n' 3 gLli !i 0a3 % 7 lisah . n3 : 1 ° : 1 Y 114 p ( 1 IJ ' II M14 �t. jYf'Y!1 8 E�YI'1* 9 1k (,' !!�iD i4,11�A R� a O <1 .Y s> r as 1 ��1 rr pi�! rd► � ik !4I f!I !�l pi .aid DTI Q'g 9. , ti �i) Ill Y11. <I , Y7 U! . 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III C 1. 41 It 11 ri ee , : I ® 1, , 6'8 IA IFS g' /1 1 g hi , "1 t.:„)pi" . 1 1. t 1 ' :ii I. •—, 1 ; ' Hgg : t.q 1 , :r•',151 fiN 8 L61 8 r I I „se.(i3 1(2. - '` im t „ 1:-:e : -9 I •3 I i ... ,-;. c, i) 1 ii ,.83 cl R it Atl kl r, , ) , -e it -.• z:g , i, '4 il) (0" Page 50 of 103 INIEANU€MT ON FILE . 1 -A-2005-291 WOR MAY NOT PROCEED • CLERK OF COUNCIl LAND LEASE AGREEMENT BETWEEN ' DATE a.3i-� HE CITY OF SANTA ANA AND OMNIPOINT COMMUNICATIONS INC.for Jerome Park • This Agreement,made this Sub day of December,2005 between the City of Santa Ann,a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California hereinafter designated"LESSOR"and Omnipoint Communications Inc.,a subsidiary of T-Mebile USA,Inc.,a Delaware corporation hereinafter designated'LESSEE". The LESSOR and LESSEE are at times collectively referred to hereinafter as the"Parties". I. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property .commonly known as Jerome Park'(tbe entirety of LESSOR'S property is referred to hereinafter as"the Property" and a legal description of the Property is attached hereto as Exhibit"A"),located at 888 W.Santa Ana Blvd,Santa Ana CA,and being described as a 12'by 24'parcel containing 384 square feet and space required for cable runs to connect LESSEE's equipment and antennas,together with the non-exclusive right for ingress and egress from and to the nearest public right-of-way,seven(7)days a week,twenty-four(24)hours a day,subject to any restrictions stated heroin,on foot or motor vehicle,including cracks,and for the installation and maintenance of utility wires, poles,cables,conduits,and pipes over,under,or along a twelve(12')foot wide right-of-way extending from the nearest public right-off-way, to the demised premises, said demised premises and right-of-way (hereinafter collectively referred to as the"PreMises")for access being substantially as described herein in Exhibit"B"attached hereto and made a part hereof. In the event any public utility is unable to use the aforementioned right-of-way,the LESSOR hereby agrees to grant an alternative right-of-way either to LESSEE or to the public utility,subject to LESSOR's approval of location and size of said alternative right-of-way,nt no cost to LESSEE. 2, SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the Premises,and said survey along with detailed site plans shall then become Exhibit'B"which shall be attached hereto and made a part hereof,and shall control in the event of botmdary and access discrepancies between it and Exhibit"A". Coats incurred for such work shall be borne by LESSEE. 3. TERM. This Agreement shall be effective as of the date of execution by both parties,provided, however,the initial term shall be for ten(10)years and shall commence on the Commencement Date(defined below). 4. RENT. After the Commencement Date,rental payments will be due in an annual rental amount of twenty eight thousand eight hundred dollars($28,800.00)to be paid in equal monthly installments of two thousand four hundred dollars($2,400.00)per month on the first day of the month.in advance,to LESSOR or to such other person,firm or place as the 11tiSSOR may,from time to time,designate in writing at least thirty(30)days in advance of any rental payment dpte. Rent shall be abated until thirty(30)days after the Issuance of a building permit or until twelve (12) months after the date of execution of this Agreement, whichever occurs first ("Commencement Date"). If rem;is not paid within fifteen(15)days after the due date and provided LESSOR has complied with all applicable notice and cure previsions herein,LESSEE agrees to pay a late charge equal to six percent(6%)of the then-current monthly rent. Rental amounts attributable to partial months shall be prorated on a daily basis. 5. ANNUAL RENTAL INCREASES The rent payments shall be subject to an annual rental increase of three percent(3%)per.year,to be Increased on each anniversary oft he Commencement Date. 6. DEPOSIT. In recognition that the Commencement Date may not occur concurrent with the execution of this Agreement by all parties,LESSEE hereby agrees to pay to the LESSOR upon execution of this Agreement,a one-time,non-reaming,non-refundable payment equal to one(I)month's rent. • 7. E2aEN IONS. LESSEE is granted options to extend this Agreement for up to three(3) additional five-year(5)terms(each a"Renewal Term'). Each Renewal Tenn shall be on the same terms and conditions as set forth herein and subject to the approval of the City Manager and Executive Director of Parks Recreation and Community Services ns follows: after the expiration of the original tent,LESSOR reserves the right to deny any such extension,by providing no less Oran six(6)months prior written notice before the extended term Sara:LAOJOIOA Silo Name:1TIa I a Jerome Park • Mahe:California Page 51 of 103 ends,if the LESSOR determines, in its reasonable discretion that LESSEE'S continued tenancy would not be in conformity with die LESSOR'S intended use of its Property at such time. LESSEE may decline its option to renew at the end of the then.current term by giving LESSOR written notice of the Intent to terminate at least thirty(30) days prior to the end of the then current term. 8. GOVERNMENTAL APPROVALS, It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining all of the certificates,permits and other approvals (collectively the "Governmental Approvals")that may be required by any Federal,State or local authorities as well as satisfactory soil boring tests which will permit LESSEE's use of the Premises as set forth herein. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action,which would adversely affect the status of the Property with respect to the proposed use by LESSEE. Prior to the Commencement Date,LESSEE shall have the right (but not the obligation) to enter the Promises for the purpose of making necessary inspections and engineering surveys(and soil tests where applicable) and other reasonably necessary tests(collectively"Tests")to determine the suitability of the Premises for LESSEE's Facilities(as defined below and in Exhibit D attached hereto)and for the purpose of preparing for the construction of LESSEE's Facilities: in the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental Approval issued to LESSEE is canceled, expires,lapses, or is otherwise withdrawn or terminated by the governmental authority or soil boring tests am found to be unsatisfactory so that LESSEE wilt be unable to use the Premises for its intended purposes or LESSEE determines that the Premises is no longer technically compatible for its intended use,LESSEE shall have the right to terminate this Agreement Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail,return receipt requested,and shall be effective upon the mailing of such notice by LESSEE. All rentals paid to said termination date shall be retained by the LESSOR. Upon such termination,this Agreement shall become null and void and all the Panics shall have no timber obligations including the payment of money,to each other. 9. APPROVAL OF PLANS. Prior to commencing construction of LESSEE's Facilities(defined below), LESSEE shall obtain LESSOR's approval of LESSEE's work plans, which approval shall not be unreasonably withheld,conditioned,or delayed; such approval shall be issued by the Executive Director of the Parks, Recreation andCommunity Services Agency or his/her designee. LESSOR shall give such approval or provide LESSEE with its requests for changes,which changes must comply with all applicable building codes,in writing within fifteen(15)working days of LESSOR's receipt of LESSEE's work plans. If LESSEE does not receive melt approval or request for changes in writing within such fifteen(15)working day period,LESSOR shall be deemed to have approved the plans. LESSOR shall not be entitled to receive any additional consideration in exchange for giving its approval of LESSEE's plans. ID. 115fl. LESSEE may use the Premises for any lawful activity in connection with the provisions of mobile/wireless communications services,including without limitation,the transmission and the reception of radio. communication signals on various frequencies and the construction, maintenance, and operation of related communications facilities. Accordingly,LESSEE shall have the right to construct,maintain,install,repair, and operate on the Premises radio communications facilities,including but not limited to,radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements ("LESSEE's Facilities"). All improvements shall be at LESSEE's sole expense end the installation of all improvements shall be at the discretion and option of LESSEE, with LESSOR approval,which approval shall not be unreasonably withheld,delayed or conditioned. Said approval shall be obtained from LESSOR prior to commencement of any construction, alterations, modifications or improvements pursuant to Section 9 above,and LESSER agrees to submit architectural and engineering drawings ("Plans")of the equipment to be installed. LESSEE agrees that the installation and maintenance of LESSEE's Facilities shall be effected with all reasonable diligence and precaution to avoid damage to the land,property or personnel. Notwithstanding the foregoing, once the initial improvements are installed, LESSEE may replace, substitute, upgrade and expand its equipment, cables and antennas which comprise LESSEE's Facilities for the purpose of repairing or upgrading the communications capabilities of LESSEE's Facilities,with notice to LESSOR, so long as the equipment, cables or antennas remain within the original physical parameters of the Premises. LESSEE shall not make any substantive physical and/or aesthetic changes to the Premises without the prior approval of LESSOR which shall not be unreasonably withheld,conditioned or delayed. Any such changes are subject to the provisions of Section 13 contained herein below. LESSEE shall be responsible for the cost of any and all damage to park property including but not limited to turf, concrete and/or asphalt,buildings and/or apprentices caused by LESSEE regardless of negligence. LESSOR at its discretion may require LESSEE to repair and or replace said damages or contract for said services and bill I RSSEE. The cost of said repairs can be subtracted from any deposits Sites:LA03010A 2 Site Name:TM010 Jerome Park Market:California Page 52 of 103 retained by LESSOR. LESSEE shall have the right to install any warning signs on or about the Premises required by federal,state or local law. LESSEE's Facilities shall be constructed and maintained hi a manner and with materials that are consistent with the approved plans for the project. The materials actually used must match up with the proposed materials and artistic renderings. LESSOR shall provide LESSEE,LESSEE's employees,agents,contractors,subcontractors and assigns with access to the Premises twenty-four(24)hours a day,seven(7)days a week,at no charge to LESSEE. LESSOR represents and warrants that it has full rights of ingress to and egress from the Premises,and hereby grants such rights to LESSEE to the extent required to construct,maintain,install and operate LESSEE's Facilities on the Premises,and to remove them therefrom. LESSOR shall,at its sole expense,maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow reasonable access to the Premises by LESSOR. Except in cases of emergency,LESSEE agrees to provide twenty-four hours notice to LESSOR before any installation,maintenance,replacement or repair is to take place on the Premises. In the event that maintenance is required,such as the replacement of missing branches or the repainting of LESSEE's Facilities,such maintenance must be completed by LESSEE within thirty(30)days. 11. INDEMNIFICATION. A. LESSEE's Indemnity. LESSEE shall indemnify,defend and hold LESSOR its officers, employees,successors and assigns harmless from and against any and all loss, cost, claim, liability("Claims") occurring on the Premises and arising out of or connected with the negligence or willful misconduct of LESSEE,its officers,agents,employees,or contractors except for Claims arising out of(i)the negligence or willful misconduct of LESSOR,its officers,agents,employees,successors,assigns,or contractors;(ii)violation of law by LESSOR,its officers, agents, employees, or contractors; (iii)the breach of any duty or obligation by LESSOR under this Agreement;or(iv)any condition relating to the Premises which LESSEE has no obligation to repair or maintain. B. LESSOR's Indemnity. LESSOR shall indemnify, defend and hold LESSEE, its officers, employees, successors and assigns harmless from and against any and all loss, cost, claim, liability ("Claims")occurring on the Premises and arising out of or connected with the negligence or willful misconduct of LESSOR,its officers;agents,employees,or contractors,including,but not limited to City Business as defined in Section 17 below,except for Claims arising out of(i)the negligence or willful misconduct of LESSEE,its officers, agents,employees,or contractors; violation of law by LESSEE,its officers,agents,employees,or contractors; (iii)the breach of any duty or obligation by LESSEE under this Agreement;or(iv)any condition relating to the Premises which LESSOR has no obligation to repair or maintain. 12. INSURANCE, A. In accordance with the provisions of Section 3300 of the Labor Code,if LESSEE has any employees it is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing performance of this Agreement,LESSEE agrees to obtain and maintain employer's liability insurance with limits not less than $1,000,000 per accident. If LESSEE his no employees, nor workers' compensation coverage,it must execute a Declaration available from LESSOR,and update as is necessary. B. LESSEE shall obtain,at its sole cost,a policy or policies of commercial general liability insurance,or equivalent form,with a combined single limit of not less than S 1,000,000 per occurrence. Such insurance shall: (I)name LESSOR, its officers, agents, representatives,employees and volunteers as additional insureds(see sample Exhibit C);(2)be primary with respect to insurance or self-insurance programs maintained by LESSOR;(3)contain standard separation of insured's provisions;and(4)give to LESSOR prompt and timely notice of claim made or suit instituted arising out of LESSEE's operations hereunder. LESSEE shall. (a)prior to exercising any right under this Agreement,Famish properly executed certificates of insurance and additional insured endorsement to LESSOR which shall clearly evidence all coverages required above;(b)provide that such insurance shall not have its required limits reduced or terminated except on thirty (30)days prior written notice to LESSOR; (c)maintain such Insurance for the period covered by this Agreement;and(d)replace such certificates for policies expiring prior to the expiration of this Agreement. 13. INTERFERENCE LESSEE's Facilities shall not disturb the communications configurations, equipment,and frequency,which exist on the Property on the date this Agreement is fully executed("Pre-Existing Site O: LA03010A 3 Site Na,nc:TMO 10/ironic Park Markel: California Page 53 of 103 • Communications") and LESSEE'S Facilities shall comply with all non-interference rules of the Federal Communications Commission("FCC"). LESSOR shall not use,or permit the use of,any portion of the Property in any way,which interferes with LESSEE's use of the Promises or encroaches upon the Premises. In addition to any other rights LESSEE may have hereunder, LESSEE shall have the right to bring legal action to enjoin such interference against the party causing any alleged interference and/or immediately terminate this Agreement. Notwithstanding the foregoing, Pm-Existing Communications operating in the same manner as on the date this Agreement is fully executed shall not be deemed interference. LESSOR shall require any future tenants,assignees, licensees, or occupants using any portion of the Property for the operation of mobile/wireless or radio communications facilities to comply with the provisions of this Section and shall obtain LESSEE's written consent prior to allowing such use of the Property,which such consent shall not be unreasonably withheld,conditioned,or delayed,provided that LESSEE's consent may be withheld if interference with LESSEE's transmissions,receptions, operations,or use of frequency will result due to such use,whether or not such interference is with LESSEE's frequencies or otherwise. The Executive Director of Parks shall determine whether consent is unreasonably withhold and may require LESSEE to consent subject to the above conditions. 14. JIEM0VAL UPON TERMINATION. LESSEE, upon expiration or earlier lamination of the Agreement,shall,within'ninety(90)days,remove all of LESSEE's fixtures and all personal property and otherwise restore the Premises substantially to its original condition,at LESSEE'S sole expense,reasonable wear and tear,and casualty excepted. Underground conduits and foundations may remain at LESSOR's option. LESSOR agrees and acknowledges that all of this equipment, fixtures and personal property of LESSEE shall remain the personal property of J EASES and'LESSEE shall have the right to remove the same,whether or not said items are considered fixtures and attachments to real property under applicable law. If such time for removal causes LESSEE to remain on the Premises past the aforementioned ninety(90)day period after the expiration or earlier termination of this Agreement,LESSEE shell pay rent at the then existing monthly rate or on the existing monthly pro•rata basis if based upon a longer payment term,until such time as the removal of the building,antenna structure,fixtures and all personal property are completed. Antenna support structure and all utilities cabling and wiring shall remain at LESSOR's option in as-is condition. 15. RECORDING AND QUITCLAIM pEEO., If requested by LESSEE,LESSOR agrees promptly to execute and deliver to LESSEE a recordable Memorandum of this Land Lease Agreement in the form of Exhibit "F". LESSEE agrees to execute and record a quitclaim deed or other instrument evidencing the termination of LESSEE's interest in the Property upon the expiration or termination of this Agreement. 16, RIOBTS UPON SALE Should the LESSOR, at any time during the term of this Agreement, decide to sell all or any part of the Property to a purchaser other than LESSEE,such sale shall be under and subject to this Agreement and LESSEE's rights hereunder.and any sale by the LESSOR of the portion of this Property underlying the right-of-way herein granted shall be under and subject to the right of LESSEE in and to such right-of-way. LESSOR shall obtain for the benefit of LESSEE a reasonable non-disturbance agreement from the present and any future,mortgagee(n) or holder(s) of a deed of trust confirming that LESSEE's right to quiet possession of the Premises during this Agreement shall not be disturbed,so long as LESSEE is not in default under this Agreement. 17. QUIET ENJOYMENT. LESSOR covenants that LESSEE,on paying the rent and performing the covenants shall peaceably and quietly have,hold and enjoy the Premises,provided however,that LESSOR shall have the right and privilege to conduct City Business on the Property,as necessary and to lease Tower 2,as set forth in Paragraph 25,below. "City Business"shall include,but not be limited to the following: minor maintenance, minor landscaping,minor construction, concessionaires,and City sponsored events,located near the Premises,so long as the City Business does not interfere with or impair the operation of LESSEE,'s Facilities. 18. TITL4. LESSOR covenants that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execate this Agreement, LESSOR further covenants that there are no other liens,judgments or impediments of title on the Property or affecting LESSOR's title to the same and that there are no covenants,easements or restrictions which prevent the use of the Premises by LESSEE as set forth above. 19. NO LIENS. LESSEE will not permit any mechanics'or materialmen's liens on the Property for any labor or material furnished to LESSEE in connection with work performed. LESSEE shall have the right to contest the validity,nature,or amount of any such lien but,upon the final determination of such questions,shall immediately pay any adverse judgment rendered with all proper costs and charges and have the lien released at its Site e:LA07010A 4 Site Name:TM010Jcmmc Park Market: California Page 54 of 103 own expense. If LESSEE desires to contest any such lien,then prior to commencing such contest,it will post a bond,where necessary,to release the lien. 20. MISCELLANEOUS LESSEE RESPONSIBILITIES. A. Maximum Permissible Exposure—LESSEE shall comply with all present and furore laws,orders and regulations relating to Maximum Permissible Exposure("MPE")and other related health issues directly applicable to its operation of LESSEE's Facilities,as well as the American National Standards Institute (ANSI)standards, Without limiting the provisions of LESSEE's indemnity contained herein,LESSEE,on behalf of itself and its successors and assigns,shall indemnify LESSOR from and against all claims of personal injuries due to violation of MPE to the extent such personal injuries are actually caused by LESSEE'S Facilities on the Premises. E. LESSEE shall maintain LESSEE's Facilities and shall make all repairs to the Premises necessitated to keep the Premises safe. LESSOR may require LESSEE to make repairs to and/or replace damaged equipment of LESSEE's Facilities and/or any parts thereto regardless of fault(including but not limited to damage caused by vandalism or acts of god not later than one(I)week after said damage is reported to LESSEE,except for damage caused by LESSOR. This lime period may be extended with written authorization from the Executive Director of Parks and Recreation. In the event such authorization is not given and repairs are not made in one week, LESSOR may cause such repairs to be made including making said repairs and/or hiring a consultant to make said repairs. LESSOR may charge LESSEE for the cost of said services. Damage caused by graffiti shall be removed within forty-eight(48)hours notification to LESSEE by LESSOR. If said graffiti is not removed within the 48-hour period,City may remove said graffiti and bill LESSEE for the cost of services. • C. LESSEE shall pay all personal property taxes assessed directly against its equipment and all increases in LESSOR's real property taxes or assessments directly attributable to installation of LESSEE'S equipment or LESSEE's use of the Premises,within sixty(60)days after receipt of satisfactory documentation indicating calculation of LESSEE's share of such real estate taxes and proof of payment provided that such amounts are in fact due within the said sixty(60)day period. LESSEE has the right to challenge any unreasonable tax assessment. D. LESSOR grants LESSEE the right to obtain utilities for the operation of LESSEE's Facilities. LESSEE shall Ike responsible directly to the serving entities for any and all utilities required by LESSEE for its use of the Premises. LESSOR shall cooperate with LESSEE in its efforts to obtain utilities from any location provided by LESSOR or the servicing utility, including signing any easement or other instrument reasonably required by the utility company. E. LESSEE shall have the right to replace or repair its equipment or nny portion thereof during the term of this Agreement, LESSEE will maintain the Premises in a good condition,reasonable wear and tear excepted. 2l. EMERGENCY USE OF SITE. LESSEE shall make available to the police,fire and emergency services of the City of Santa Ana space on Its communications tower at no cost to LESSEE or said entities,subject to structural analysis, The City of Santa Ana is responsible for maintaining its own equipment. The space to be made available will not create interference with LESSEE's communications operations. As to any future subleases, their respective installations will be permitted only at such locations that will not cause interference with LESSEE or LESSOR and the City's operations. 'The City entities will be afforded 24-hour access to its equipment at the Property. In addition,the City will be provided"power backup"by LESSEE,if available at the Premises. 22. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between the LESSOR and LESSEE and that no verbal or oral agreements,promises or understandings shall be binding upon either the LESSOR or LESSEE in any dispute,controversy or proceeding at law,and any addition,variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement,either in law or in equity. silo R:r403010A 5 Site Name:TM0101erome Park Market: California Page 55 of 103 23. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted,construed,and regulated by the laws of the State of California,with venue in Orange County. 24. ATTORNEYS'FEES The substantially prevailing party in any legal action or lawsuit arising hereunder shall be entitled to its reasonable attorneys'fees and court costs,including appeals,if any. 25. ASSIGNMENT. A. LESSEE will not assign or transfer this Agreement or sublet any portion of the Premises without the prior written consent of LESSOR, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that LESSEE shall have the right to sublease or assign its rights under this Agreement, to any of LESSEE's (I)partners, parents, subsidiaries,affiliates, or successor legal entities, (ii)in connection with the sale,exchange,or other transfer of LESSEE's FCC authorization for the geographic area in which the Premises are located or of majority of LESSEE'S network assets in the geographic area where the Premises are located, or(ii)in connection with any financing, loan, security interest, pledge, or mortgage of LESSEE's property. B. LESSEE and LESSOR acknowledge and agree that LESSEE will install facilities that will consist of two separate communications towers and equipment rooms.LESSEE further agrees that LESSOR, and not LESSEE,shall retain ownership and is responsible for the maintenance and repair of the second Tower and the equipment room associated with that Tower('Tower 2"). Further LESSOR shall retain the authority and absolute right to enter Into a LEASE AGREEMENT with a second mobile/wireless cornnumications provider ("LESSEE 2")to utilize Tower 2. The Lease Agreement for Tower 2,shall include a provision that prior to commencement of Else Lease Agreement for Tower 2,LESSEE 2 will reimburse LESSEE for a pro rate share of the construction casts incurred by LESSEE in constructing the facilities Pro rata share is defined by the number of wireless carriers on the second Tower. 26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail,return receipt requested or by commercial courier,provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender,addressed as follows(or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: City of Santa Ana Executive Director Parks,Roo.&Community Services(M-23) 888 W.Santa Ana Blvd. Santa Ma,CA 92702 Courtesy City of Santa Ana- Office of the City Attorney Copy to 20 Civic Center Plaza(M-29) P.O.Box 1988 Santa Ana,California 92702 LESSEE: T-Mobilc USA,inn. 12920 SE 38'a Street Belkvue,WA 98006 Attn: PCS Lease Administrator With a copy Ili Alin: Legal Dept. Copy to: OMNIPOINT COMMUNICATIONS INC.,a subsidiary of T-Mobile USA,Inc. (Site#: LA030IOA) • 3 Imperial Promenade,Suite 1100 Santa Ana,CA 92707 Attn:Lease Administration Manager Notice shall be effective upon mailing or delivering the same to a commercial courier,as permitted above. Site R: LA03010A 6 Site Name: TM0101erome Park Market:California Page 56 of 103 27. SUCCESSORS. This Agreement shall extend to and hind the heirs,personal representatives, successors,administrators and assigns of the Parties hereto. 28. RELOCATION RIGHT A. Anytime after the expiration of the original term,LESSOR shall have the one-time right, upon redevelopment of the Property, to relocate LESSEE's Facilities to alternate space within the Property, if available;provided however,that such relocation shall(I)be at LESSOR's sole coal and expense,(2)be performed by LESSEE or its agents,(3)not result in any interruption of the communications service provided by LESSEE on the Property,(4)not impair,or in any manner alter,the quality of communications service provided by LESSEE on and from the Property, and (5)be done in accordance with subsections B and C below. Upon relocation of LESSEE's Facilities,the access and utility rights of way will be relocated as required,In the sole discretion of LESSEE,to operate and maintain LESSEE's Facilities. B. LESSOR shall exorcise its relocation right under subsection A above by(and only by) delivering written notice(the"Notice')to LESSEE. In the Notice,LESSOR shall propose an alternate site within or on the Property to which LESSEE may relocate LESSEE's Facilities. LESSEE shall have sixty(60)days from the date it receives the Notice to evaluate LESSOR's proposed relocation site,during which period LESSEE shall have the righUto conduct tests to determine the technological feasibility of the proposed relocation site. If LESSEE fails to approve of such proposed relocation site In writing within the sixty-day period,LESSEE shall be deemed to have disapproved such proposed relocation site. If LESSEE disapproves such relocation site, than LESSOR may thereafter propose another relocation site by Notice to LESSEE in the manner set forth above. Any relocation site which LESSOR and LESSEE agree upon in writing shall be referred to as the"Relocation Site." LESSEE shall have a period of not less than twelve (12)months after execution of a written agreement between the parties concerning the location and dimensions of the Relocation Site to relocate LESSEE's Facilities to the Relocation Site. • Upon re)ocation of LESSEE's Facilities to the Relocation Site, all references to the Premises herein shall be deemed lobe references to the Relocation Site. LESSOR and LESSEE agree that the Relocation Site (including the access and utility right of way)may be surveyed by a licensed surveyor at the sole cost of LESSEE, and such survey will then replace Exhibit"B"and become a part hereof and will control or describe the Premises. Except as expressly provided,LESSOR and LESSEE hereby agree that in no event will the relocation of LESSEE's Facilities,or any part thereof,under subsection A above,affect,alter,modify or otherwise change any of the terms and conditions of this Agreement, C. Should the parties fail to agree on a suitable Relocation Site,LESSOR may pay LESSEE the depreciated value for LESSEE's Facilities and equipment should the Premises be needed for a governmental purpose. 29. DEPAULt. In the event there is a default by either party with respect to any of the provisions of this Agreement or its obligations under it,including the payment of rent,the non-defaulting party shall give the defaulting party mitten notice of such default. After receipt of such written notice,the defaulting party shall have fifteen(15) days in which to cure any monetary default and thirty(30)days in which to cure any non-monetary default,provided the defaulting party shall have such extended period as may be required beyond the thirty(30)days if the nature of the cure is such that it reasonably requires more than thirty(30)days and the defaulting party cmrmrences the cure within the thirty(30)day period and thereafter continuously and diligently pursues the cure to completion, The non-defaulting party may not maintain any action or affect any remedies for default against the defaulting patty unless and until the defaulting party has failed to cute the same within the time periods provided to this Section. If either party commences an action against the other party arising out of or in connection with this Agreement,the prevailing party shall be entitled to have and recover from the losing party reasonable attomey's fees and costs of suit. 30. ENVIRONMENTAL. A. LESSEE shall not bring any Hazardous Materials onto the Premises/Property,except for those contained in its back-up power batteries and common materials used in telecommunications operations. "Hazardous Materials"shall mean any substance,chemical or waste identified as hazardous,toxic or dangerous in any applicable federal,slate or local law or regulation,including petroleum and asbestos. LESSEE will treat and dispose of any Hazardous Materials brought onto the Premises/Property by it in accordance with all federal,state and local laws and regulations. She tt:LAOoomA 7 siteNamr TMOIO Jerome Park Market:California Page 57 of 103 B. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or Imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect,that are or were in any way related to activity now conducted in,on,or in any way related to the Property,unless such conditions or concerns are caused by the activities of LESSEE. C. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume all duties,responsibility and liability at LESSOR's sole cost and expense,for all duties,responsibilities,and liability (including but not limited to payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action,notice,claim,order,summons,citation,directive,litigation,investigation or proceeding which is in any way related to; (i)failure to comply with my environmental or industrial hygiene law,including without limitation any regulations,guidelines,standards,or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by LESSEE;and(ii)any environmental Of industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon,unless such environmental conditions are caused by LESSEE. 31. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within sixty(60)days following same or,if the Property is damaged by fire or other casually so that such damage may reasonably be expected to disrupt LESSEE'S operations at the Premises for more than sixty(60)days,then LESSEE may at any time following such fire or other casually,provided LESSOR has not commenced the restoration required to permit LESSEE to resume its'monition at the Premises,terminate this Agreement upon twenty(20)days written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment,as of such termination date,with respect to payments duo to the other under this Agreement, If LESSEE decides not to terminate this Agreement,Rent shall be abated proportionally to the reduction of use. • 32. CONDEMNATION. In the event of any condemnation of the Premises,LESSEE may terminate this Agreement upon fifteen(IS)days written notice to LESSOR. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas,equipment,its relocation costs and its damages and fosses,and any other amount recoverable by LESSEE under condemnation law(but nut for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice ware the dale originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment as of such termination dale with respect to payments due to the other under this Agreement, 33. SUBMISSION OF LEASE. The submission of this Agreement for examination does not constitute en offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid,it shall be considered deleted from this Agreement and shalt not Invalidate the remaining provisions of this Agreement. 34. APPLICABLE LAWS. LESSEE shall use the Premises for the use described herein in accordance with applicable laws, rules and regulations. LESSOR agrees to keep the Property in conformance with all applicable,laws,rules and regulations and agrees to reasonably cooperate with LESSEE regarding any compliance required by LESSEE in respect to its use of the Premises. 35. SURVIVAL. The provisions of the Agreement relating to indemnification!tom one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally,any provisions of this Agreement,which require performance subsequent to the termination, or expiration of this Agreement shall also survive such termination or expiration. 36. CAPTIONS.. The captions contained in this Agreement arc inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction m interpretation of the Agreement, Site r: LA03030A 8 Site Name:T140l0lerome Park Market California Page 58 of 103 37. PROPERTY SPECIFIC ACCESS RULI3S/REOULATIONS. To the extent that such rules are not inconsistent with or do not interfere with LESSEE's rights herein, LESSEE agrees to abide by all rules and regulations of the Property and Premises imposed by LESSOR as set forth in Exhibit D,attached hereto,as the same may be changed from time to time upon reasonable notice to LESSEE. These rules and regulations are specific to the Facilities site and are imposed to insure the proper maintenance,good order and reasonable use of the Premises and Property and as may be necessary for the enjoyment of the Premises and Property by both parries hereto. 38. POWERING DOWN DU RING MAINTENANCE/REPAIR (Not applicable to free-standing/independent Communications Facilities). LESSEE agrees that during all maintenance on the Communications Facility by the LESSOR or other lessees or users of the Facility, while following the procedures and guidelines set forth by the Occupational Safety and Health Administration (OSHA)and the FCC implementing the National Environmental Policy Act of 1969,when continuing transmission is deemed unsafe for maintenance personnel(based upon standards promulgated by a governmental authority having jurisdiction over LESEE)due to radiation,the effected transmitters of LESSEE will be turned off until the unsafe condition no longer exists. The earliest practicable notice will be given to LESEE using the information in Exhibit E,as applicable. 39. TERMINATION. A. Compelled Termination: If, during the lease term, there is a determination made pursuant to an unappealable order of a county, state, or national governmental health agency having proper jurisdiction over LESSEE's operations that LESSEE's use of the Premises poses a human health hazard which cannot be remedied and that LESSEE must cease all operations on the Premises,then LESSEE shall immediately cease all operations on the Premises and this Agreement shall terminate as of the date of such order. In the event the Federal Communications Commission,or any successor agency,makes a determination which is final and non- appealable or which is affirmed and becomes final after the exhaustion of all available appeals concluding that LESSEE's use as set forth in this Agreement presents a material risk to the public health or safety and that LESSEE must cease all operations on the Premises,LESSOR may terminate this Agreement upon fourteen(14)days notice to LESSEE. • B. Termination by LESSEE: LESSEE may terminate this Agreement by notice to LESSOR if(i)LESSEE does not obtain all permits, consents, easements, non-disturbance agreements or other approvals(collectively"approval")reasonably desired by LESSEE or required from any governmental authority or any third party related to or reasonably necessary to operate, install, maintain, replace, or remove LESSEE's Facilities,or if any such approval is canceled,expires or is withdrawn or terminated without any fault of LESSEE, or(ii)LESSOR fails to have proper ownership of the Premises or the authority to enter into this Agreement,or (iii)far any reason or no reason after the first tun(10)years, only with twelve (12)months' written notice to LESSOR,or(iv)the Property or LESSEE's Facilities are, or become,unacceptable under LESSEE's design or engineering specifications for LESSEE's Facilities or the communications system to which LESSEE's Facilities belong,or(v)LESSOR fails to cure a default pursuant to Section 29. Upon termination,all prepaid rent shall be retained by LESSOR,unless termination is pursuant to(ii)above or(v)above as the result of LESSOR's default. C. • Termination by LESSOR: LESSOR may terminate this Agreement if LESSEE fails to perform any of its obligations pursuant to this Agreement(including all attached Exhibits/Attachments)after giving written notice to LESSEE and reasonable time to cure as set forth in Section 29. 40. MISCELLANEOUS PROVISIONS, A. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement,and each party shall indemnify the other fully,including reasonable costs and anomey's fees,for any injuries or damages incurred in the event that such authority or power is not,in fact,held by the signatory m is withdrawn. B. All Exhibits referenced herein and attached hereto shall he incorporated as if fully set forth in the body of this Agreement. C. LESSOR shall not have unsupervised access to LESSEE's equipment and LESSEE's Facilities,except in cases of exigent circumstances or emergency situations. • • Sited: LAO3010A 9 StnNamr TM010 Jerome Park Markel: California Page 59 of 103 D. LESSEE shall be permitted to trim the trees on the Property to the extent necessary for the operation of LESSEE's Facilities,provided that(i)any tree trimming work shall be performed only under the supervision of a licensed arborist,(u)LESSEE notifies LESSOR in writing al least ten(10)days in advance of its intent to trim trees,and the Executive Director of Parks and Recreation or his designee approves in writing any proposed trimming,(iii)LESSEE agrees to trim any additional trees reasonably requested by LESSOR,and(iv)the tree trimming is at LESSEE's sole cost. LESSOR reserves the right to reasonably deny any request to trim trees, • • • • • Sila N: LA03O1OA 10 Sim Name;TMMOlO Jerome Park Market California Page 60 of 103 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. 'ATTEST:ATTEST: CITY OF SANT A A R1CIA E.HEALY ''- 1\ DAVID . Clerk oldie Council �J City Manager • APPROVED AS TO FORMt JOSEPH W.FLETCHER City Attorney • By: LA SHEEDY Assistant City Attune LESSEE: OMNIPOINT CO UNICATIONS INC„ subsidiary T- o le USA,Ina By: Printed Name: Raj Its: Area D' c r.Enl{meryn�, Date: !ub • • rhos:LA03010A 11 SlteName:TMOIDIcteme Peak Market:California Page 61 of 103 • EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 109-050-30 All that certain real properly iodated in the County of Orange,Stale of California,being more particularly described as follows: LOTS 31 AND 32 OF ,RE-PLAT OP SANTA ANA ACRES, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 5, AT PAGE 8 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. • EXCEPTING THAT PORTION AS GRANTED TO ORANGE COUNTY FLOOD CONTROL DISTRICT IN DEED RECORDED IN BOOK 11167, PAGE 340, OFFICIAL RECORDS. End of Legal Description • LESSOR INITIALS: LESSEE INITIALS: q,,��, Si,o N:LA03010A - 12 Site Name:TM010lmomo Park Moffat:California Page 62 of 103 EXHIBITS LEGAL DESCRIPTION OF THE PREMISES SITE PLANS/DESCRIP7IVE RENDERINGS • However,it is expressly agreed and understood by and between the LESSOR and LESSEE that the exact and precise location of the LESS$E'a Facilities are subject to review and approval by the planning and/or zoning Boards havingjuriedwdon over the"Premises". Therefore,it is expressly agreed and understood by and between LESSOR and LESSEE that the precise location of the Premises as shown on Exhibit"B"may be modified by the LESSEE in order to comply with and obtain necessary planning and/or zoning approvals, and any and all other approvals necessary for LESSEE's intended use of the property. The Premises as described herein may therefore be modified by the LESSER to reflect the final engineering design. An amended Exhibit"B"(if necessary)wilt be provided by the LESSEE and attached to the lease in place of the existing Exhibit'13",a copy of which will be provided to the LESSOR for review prior to being incorporated into the Agreement, See the attached drawings dated 216106,identified as Site Name Jerome Park,Site Number LA030tO-A,Sheets T-t, LS-I,LS•2,C-I,C-2,A-1,and A-2. • • LESSOR INITIALS: LESSEE INITIALS: Site n:LA03010A 11 Site Name:IM01O Jerome Pads - Market California Page 63 of 103 EXHIBIT C • ADDITIONAL INSURED ENDORSEMENT Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza,Santa Ana,California 92702; its officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds,this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana,20 Civic Center Plaza,Santa Ma,California 92702. (Completion of the following,Including countersignature,is required to make this endorsement effective.) Effective this endorsement form as a part of Policy# Issued to Named Insured Countersigned by Authorized Representative Sim N:LA03010A 14 SiteName:TM010Jemm°Pak Market:California Page 64 of 103 • EXHIBIT! PROPERTY SPECIFIC ACCESS RULES/REGULATIONS 1. LESSOR shall have the unilateral right and privilege to undertake all nonnal items and operations associated with the current use of the Property,including,but not limited to public events and City business, which may include high powered electric lights and food services,arrange for the televising of any public event to bo held at the Property,and ability to contract with other interested parties. 2. City business may also include minor landscaping,minor maintenance and minor construction proximately located near the Premises, so long as the City business does not interfere with or impair the operation of LESSEE'S Facilities. 3. LESSEE's access to the Premises shall be limited when the Premises is being used for a public event,and the four(4)hours before and after any such event. LESSEE will obey any procedures set by LESSOR regarding notification before visiting the Premises, checking in on-site,parking,gates,etc. 4. For purposes of describing the Premises and LESSEE Facilities only,LESSEE is constructing two'wirelesslmohife communications towers and the equipment rooms necessary for each of the two towers. LESSEE is leasing a portion of the Property to construct Tower 1 and Its equipment room for its own purposes(as depleted In Exhibit B and referred to in the Agreement as the Premises). LESSOR reserves that portion of the Property upon which Tower 2 and its equipment room are located which shall not be part of the Premises or LESSEE'S Facilities. LESSOR retains the right to lease the reserved tower and equipment room to a second communications provider as set forth in Paragraph 25 in said • LEASE. • • Silo S:LAOIOIOA IS Site Name:TM010 Jerome Park Markel:California • Page 65 of 103 • EXHIBIT E CONTACT INFORMATION: LESSOR'S TECHNICAL CONTACTS: Name: 1. Ron Ono 2. Mike Lopez Address: 20 Civic Center Plaza M-23,Santa Ma,CA 92702 Daytime Phone NO.: Ron: (714)571-4220 Mike: (714)571-4212 Facsimile No.: (714)571-4209 24-Hour Contact Ron: Cell(714)231-6116 No.: Mike: Cell(714)231-6112 Dispatch Center: N/A LESSEE'S TECHNICAL CONTACTS: Name: 1.Mehmet Oznar 2.Danny Hazerman Address: 3 imperial Promenade,Ste. 1100,Santa Ma,CA 92707 Daytime Phone No.: (714)850-2403 Facsimile No.: (714)850-6620 24-Hour Contact N.O.C. (888)662-4662 No.: Dispatch Center: N.O.C. (888)662-4662 • Site#: LA03010A Id Situ Name: 114010 Jerome Park Market:California Page 66 of 103 puma F MEMORANDUM OF1,AND LEASE AGREEMENT THIS MEMORANDUM OF LAND LEASE AGREEMENT is made and entered into as of ,2005 by and between City of Santa Ma,a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("Lessor")and Omnipoint Communications Inc.,a subsidiary of T-Mobile USA,Inc., a Delaware corporation("Lessee"). • WITNESSETH: That Lessor hereby leases to Lessee and Lessee hereby leases from Lessor a portion of that certain real property(the"Property")in the State of California,County of Orange,City of Santa Ma commonly known as Jerome Park,888 West Santa Ana Blvd.,Santa Ma,CA,92702, a legal description of which is shown in Exhibit A attached hereto and incorporated herein by reference, under the terms and conditions of the unrecorded Land Lease Agreement by and between Lessor and Lessee dated by Lessor , 2005, and incorporated herein by reference(the"Agreement')for an initial tenn of ten(10)years,commencing on the Commencement Date,as defined in the Agreement,and three(3)subsequent optional extension terms of five(5)years each,pursuant to the terms of the Agreement. The Agreement provides fox grant of non-exclusive right or way for rights of access to the Property and to electrical and telephone facilities serving the Property. IN WITNESS WHEREOF,the parties have executed the Memorandum as of the day and year first above written. LESSOR: City of Santa Ana By: Title: Address [FORM DOCUMENT;PLEASE INITIAL ONLY-NOT FOR EXECUTION] Owner Initials `Y Lessee Initials �` Sheik LA01010A Ir Silo Noma:TM010 femme Park Marken California Page 67 of 103 EXHIBIT C Legal Description and Survey of the Premises PROPERTY OWNER THE CITY OF SANTA ANA,A MUNICIPAL CORPORATION PROPERTY ADDRESS 2115 W. McFadden Avenue, Santa Ana, CA 92704 PARCEL NUMBER 109-050-30 TOWER LICENSE 1 A PORTION OF PART OF LOTS 13 & 14, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AS SHOWN ON THAT RECORD OF SURVEY 27-44, REPLAT OF SANTA ANA ACRES, IN BOOK OF MAPS 47, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,FURTHER DESCRIBED AS FOLLOWS: COMMENCE AT THE FOUND NAIL AND TAG AT THE CENTERLINE INTERSECTION OF WEST MCFADDEN STREET AND SOUTH CENTER STREET(NOW ABANDONED)AS SHOWN ON SAID RECORD OF SURVEY; THENCE ALONG THE CENTERLINE OF SAID ABANDONED SOUTH CENTER STREET NORTH 0°35'17" EAST, 42.00 FEET; THENCE NORTH 0°35'17" EAST,491.60 FEET; THENCE DEPARTING THE CENTERLINE OF SAID ABANDONED SOUTH CENTER STREET SOUTH 89°24'43" EAST, 74.30 FEET TO THE SOUTHWEST CORNER OF THE EXISTING EQUIPMENT SHELTER; THENCE ALONG THE WESTERLY LINE OF SAID SHELTER NORTH 0°35'17" EAST, 24.00 FEET TO THE NORTHWEST CORNER OF SAID SHELTER; THENCE DEPARTING THE WESTERLY LINE OF SAID SHELTER NORTH 2°41'45" EAST, 0.97 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 89°24'43" WEST, 7.07 FEET; THENCE NORTH 0°35'17" EAST, 7.07 FEET; THENCE SOUTH 89°24'43" EAST, 7.07 FEET; THENCE SOUTH 0°35'17" WEST, 7.07 FEET TO THE TRUE POINT OF BEGINNING. Page 68 of 103 TOGETHER WITH AND RESERVING NON-EXCLUSIVE RIGHTS OF ACCESS AND FOR UTILITIES TO AND FROM THE SURVEYED PROPERTY TO THE PUBLIC RIGHT-OF- WAY. CONTAINING 50 SQUARE FEET, OR 0.0011 ACRES, MORE OR LESS. OWNER: CITY OF SANTA ANA, FINANCE& ACCOUNTING P.O.BOX 1988 SANTA ANA, CALIFORNIA 92703 TOWER LICENSE 2 A PORTION OF PART OF LOTS 13 & 14, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AS SHOWN ON THAT RECORD OF SURVEY 27-44, REPLAT OF SANTA ANA ACRES, IN BOOK OF MAPS 47, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,FURTHER DESCRIBED AS FOLLOWS: COMMENCE AT THE FOUND NAIL AND TAG AT THE CENTERLINE INTERSECTION OF WEST MCFADDEN STREET AND SOUTH CENTER STREET(NOW ABANDONED)AS SHOWN ON SAID RECORD OF SURVEY; THENCE ALONG THE CENTERLINE OF SAID ABANDONED SOUTH CENTER STREET NORTH 0°35'17" EAST, 42.00 FEET; THENCE NORTH 0°35'17" EAST, 491.60 FEET; THENCE DEPARTING THE CENTERLINE OF SAID ABANDONED SOUTH CENTER STREET SOUTH 89°24'43"EAST, 74.30 FEET TO THE SOUTHWEST CORNER OF THE EXISTING EQUIPMENT SHELTER; THENCE ALONG THE WESTERLY LINE OF THE EXISTING EQUIPMENT SHELTER NORTH 0°35'17" EAST, 24.00 FEET TO THE NORTHWEST CORNER OF THE EXISTING EQUIPMENT SHELTER; THENCE DEPARTING THE WESTERLY LINE AND ALONG THE NORTHERLY LINE OF SAID SHELTER SOUTH 89°24'43" EAST, 12.00 FEET TO THE NORTHEAST CORNER OF SAID SHELTER; THENCE DEPARTING THE NORTHERLY LINE OF SAID SHELTER NORTH 51°26'04" WEST, 1.57 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0°35'17" EAST, 7.07 FEET; THENCE SOUTH 89°24'43"EAST, 7.07 FEET; Page 69 of 103 THENCE SOUTH 0°35'17" WEST, 7.07 FEET; THENCE NORTH 89°24'43" WEST, 7.07 FEET TO THE TRUE POINT OF BEGINNING. TOGETHER WITH AND RESERVING NON-EXCLUSIVE RIGHTS OF ACCESS AND FOR UTILITIES TO AND FROM THE SURVEYED PROPERTY TO THE PUBLIC RIGHT-OF- WAY. CONTAINING 50 SQUARE FEET, OR 0.0011 ACRES, MORE OR LESS. OWNER: CITY OF SANTA ANA, FINANCE&ACCOUNTING P.O. BOX 1988 SANTA ANA, CALIFORNIA 92703 FIRST ADDITIONAL PREMISES LICENSE A PORTION OF PART OF LOTS 13 & 14, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AS SHOWN ON THAT RECORD OF SURVEY 27-44, REPLAT OF SANTA ANA ACRES, IN BOOK OF MAPS 47, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, FURTHER DESCRIBED AS FOLLOWS: COMMENCE AT THE FOUND NAIL AND TAG AT THE CENTERLINE INTERSECTION OF WEST MCFADDEN STREET AND SOUTH CENTER STREET (NOW ABANDONED) AS SHOWN ON SAID RECORD OF SURVEY; THENCE ALONG THE CENTERLINE OF SAID ABANDONED SOUTH CENTER STREET NORTH 0°35'17" EAST, 42.00 FEET; THENCE NORTH 0°35'17" EAST, 491.60 FEET; THENCE DEPARTING THE CENTERLINE OF SAID ABANDONED SOUTH CENTER STREET SOUTH 89°24'43"EAST, 74.30 FEET TO THE SOUTHWEST CORNER OF THE EXISTING EQUIPMENT SHELTER,THE TRUE POINT OF BEGINNING; THENCE SOUTH 0°35'17" WEST, 9.00 FEET; THENCE NORTH 89°24'43" WEST, 7.33 FEET; THENCE NORTH 0°35'17" EAST, 9.00 FEET; THENCE SOUTH 89°24'43" EAST, 7.33 FEET TO THE TRUE POINT OF BEGINNING. TOGETHER WITH AND RESERVING NON-EXCLUSIVE RIGHTS OF ACCESS AND FOR Page 70 of 103 UTILITIES TO AND FROM THE SURVEYED PROPERTY TO THE PUBLIC RIGHT-OF- WAY. CONTAINING 66 SQUARE FEET, OR 0.0015 ACRES, MORE OR LESS. OWNER: CITY OF SANTA ANA, FINANCE&ACCOUNTING P.O. BOX 1988 SANTA ANA, CALIFORNIA 92703 EQUIPMENT LEASE A PORTION OF PART OF LOTS 13 & 14, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AS SHOWN ON THAT RECORD OF SURVEY 27-44, REPLAT OF SANTA ANA ACRES, IN BOOK OF MAPS 47, PAGE 37 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, FURTHER DESCRIBED AS FOLLOWS: COMMENCE AT THE FOUND NAIL AND TAG AT THE CENTERLINE INTERSECTION OF WEST MCFADDEN STREET AND SOUTH CENTER STREET (NOW ABANDONED) AS SHOWN ON SAID RECORD OF SURVEY; THENCE ALONG THE CENTERLINE OF SAID ABANDONED SOUTH CENTER STREET NORTH 0°35'17" EAST, 42.00 FEET; THENCE NORTH 0°35'17" EAST, 491.60 FEET; THENCE DEPARTING THE CENTERLINE OF SAID ABANDONED SOUTH CENTER STREET SOUTH 89°24'43" EAST, 74.30 FEET TO THE SOUTHWEST CORNER OF THE EXISTING EQUIPMENT SHELTER, THE TRUE POINT OF BEGINNING; THENCE ALONG THE WESTERLY LINE OF SAID SHELTER NORTH 0°35'17" EAST, 24.00 FEET TO THE NORTHWEST CORNER OF THE EXISTING EQUIPMENT SHELTER; THENCE DEPARTING THE WESTERLY LINE AND ALONG THE NORTHERLY LINE OF SAID SHELTER SOUTH 89°24'43" EAST, 12.00 FEET TO THE NORTHEAST CORNER OF SAID SHELTER; THENCE DEPARTING THE NORTHERLY LINE AND ALONG THE EASTERLY LINE OF SAID SHELTER SOUTH 0°35'17" WEST, 24.00 FEET TO THE SOUTHEAST CORNER OF SAID SHELTER; THENCE DEPARTING THE EASTERLY LINE AND ALONG THE SOUTHERLY LINE OF SAID SHELTER NORTH 89°24'43" WEST, 12.00 FEET TO THE TRUE POINT OF BEGINNING. Page 71 of 103 TOGETHER WITH AND RESERVING NON-EXCLUSIVE RIGHTS OF ACCESS AND FOR UTILITIES TO AND FROM THE SURVEYED PROPERTY TO THE PUBLIC RIGHT-OF- WAY. CONTAINING 288 SQUARE FEET, OR 0.0066 ACRES, MORE OR LESS. OWNER: CITY OF SANTA ANA, FINANCE& ACCOUNTING P.O. 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Y .f Wig ii € :° 3. ( . € 1 ; a �' fig' ,. I° 1 V /1 0 gij " td: ! ;1 ' 'Ow lor igtr W P i' I �t _ 1 H . I' a I ! jiI 11 w el Vr: A . 1.; E 1, S! i= 1 1 ' gg Ion ` E 3` 1; h1; 3d I R. i3W4 itk5-e hgOti-i '€ Page 101 of 103 EXHIBIT E Minimum Scope and Limit of Insurance LICENSEE shall carry and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work performed by LICENSEE or on LICENSEE's behalf by its agents,representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: • Commercial General Liability(CGL):Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO CG 25 03 or 25 04)or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability:ISO Form Number CA 00 01 covering any auto (Code 1),or if LICENSEE has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if LICENSEE will not be using vehicles). • Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than$1,000,000 per accident for bodily injury or disease. Other Insurance Provisions The commercial general liability and automobile liability insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status LICENSOR, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of LICENSEE including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to LICENSEE 's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 2010, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Primary Coverage For any claims related to this contract,LICENSEE 's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects LICENSOR, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by LICENSOR, its officers, officials, employees, or volunteers shall be in excess of LICENSEE 's insurance and shall not contribute with it. Page 102 of 103 Notice of Cancellation Each insurance policy required above shall provide that coverage shall provide thirty (30) days' prior written notice of cancellation,except for non-payment of premium in which a ten(10)day notice shall apply to LICENSOR. Waiver of Subrogation LICENSEE hereby grants to LICENSOR a waiver of any right to subrogation which the insurers for the policies required above of said LICENSEE may acquire against LICENSOR by virtue of the payment of any loss under such insurance. LICENSEE agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not LICENSOR has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to by LICENSOR. LICENSOR may require LICENSEE to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or LICENSOR. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to LICENSOR. Verification of Coverage LICENSEE shall furnish LICENSOR with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to LICENSOR before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive LICENSEE 's obligation to provide them. LICENSOR reserves the right to review complete, copies of all required insurance policies, including endorsements required by these specifications upon request and at a mutually agreeable location. Special Risks or Circumstances LICENSOR reserves the right to modify these requirements once per renewal term period, including limits,based on the nature of risk,prior experience, insurer, coverage,or other special circumstances. Page 103 of 103 ///��� Page 1 of 2 Ac?$ CERTIFICATE OF LIABILITY INSURANCE DATE(MM! 2025Y) 03/27/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Crown Castle Inc. NAME: Willis Towers Watson Northeast, Inc. PHONE FAX c/o 26 Century Blvd (A/C.No.Extl: (A/C,No): P.O. Box 305191 EMAIL ADDRESS: COIRe quest@crowncastle.com Nashville, TN 372305191 USA INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA: ACE American Insurance Company 22667 INSURED INSURER B: Crown Castle Inc. See Attached Named Insured List INSURER C: 8020 Katy Freeway INSURER D Houston, TX 77024 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W38382425 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IUD WVD POLICY NUMBER .JMMIDD/YYYYUMMIDD/YYYYL LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 1,000,000 A MED EXP(Any one person) $ 10,000 Y Y HDO G48933889 04/01/2025 04/01/2026 PERSONAL BADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY PRO LOC 4,000,000 PRO- JECT PRODUCTS-COMP/OPAGG $ OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 2,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y Y ISA H11357131 04/01/2025 04/01/2026 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESSLIAB CLAIMS-MADE Y Y XEUG47458262 002 04/01/2025 04/01/2026 AGGREGATE $ 5,000,000 DED X RETENTIONS 25,000 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y I N STATUTE ER A ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED? No N/A Y WLR C72611251 04/01/2025 04/01/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Business Unit #828436 - TMO10 Jerome Park RL, 2115 3/4 W. McFadden Ave. Santa Ana, CA 92704 Additional Insureds: City of Santa Ana, its officers, agents, representatives, employees and volunteers General Liability and Auto Liability policies shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insureds.. Certificate Holder is included as an Additional Insured under CERTIFICATE HOLDER CANCELLATION APPROVED By Tu Tran Nguyen at 10:16 am,Apr 01,2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Tu Tran Digitallysignedby Tu Tran Nguyen Date:20259.04.01 AUTHORIZED REPRESENTATIVE CITY OF SANTA ANA Nguyen 10:16:44-07'00' PO BOX 1988 M-23 _ 11 qp SANTA ANA, CA 92702 ` {�` ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 27488978 BATCH: 3893029 AGENCY CUSTOMER ID: LOC#: ACoR® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. Crown Castle Ina. See Attached Named Insured List POLICY NUMBER 8020 Katy Freeway See Page 1 Houston, Tx 77024 CARRIER NAIC CODE See Page 1 See Page 11 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance the General Liability, Auto Liability and Umbrella/Excess Liability policies as their interest may appear and as required by written agreement and only with respect to the liability arising out of the operations performed by or on behalf of the Named Insured. General Liability, Auto Liability, Umbrella/Excess Liability and Workers Compensation policies include a Waiver of Subrogation in favor of the Additional Insureds when agreed in written contract prior to the loss, but always subject to the policy terms, conditions and exclusions as permitted by law. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BATCH:3893029 SR ID: 27988978 CERT: W38382925 CROWN CASTLE,INC. 3/24/2025 amed Insured List Named Insured(cont.) AirComm of Avon,LLC Global Signal Operating Partnership,LP Assurable Insurance LLC GoldenState Towers LLC Atlantic Coast Communications LLC GS Savings Inc. CC Edge LLC GSPN Intangibles LLC CC Holdings GS V LLC High Point Management Co.LLC CC Site Acquisitions 11 LLC ICB Towers LLC CC Strategic Investment Corp. Interstate Tower Communications LLC CC TM PA LLC Intracoastal City Towers LLC CC Towers Guarantor LLC Light Tower Clearinghouse LLC CC Towers Holding LLC Md7 Capitol one,LLC CCATT Holdings LLC MIW Cell Relt 1 LLC CCATT LLC MIW Cell TRS 1 LLC CCATT PR LLC OP LLC CCGS Holdings corp. OP 2 LLC CCPR VI Tower Newco LLC Pinnacle Towers Acquisition Holdings LLC CCS&LLC Pinnacle Towers Acquisition LLC CCTM Holdings LLC Pinnacle Towers Asset Holding LLC CCTMI LLC Pinnacle Towers Canada Inc. CCTM2 LLC Pinnacle Towers 111 LLC CCTMO LLC Pinnacle Towers Limited _ CCVX LLC Pinnacle Towers LLC ComSlte Venture,Inc. Pinnacle Towers V Inc. Coverage Plus Antennas Systems LLC PR Site Development Corporation Crown Atlantic Company LLC Radio Station WOW LLC Crown Castle AS LLC Shaffer&Associates,Inc. Crown Castle Atlantic LLC Sidera Networks UK Limited(UK) Crown Castle CA Corp. Sierra Towers,Inc. Crown Castle Fiber Enterprise LLC Tower Development Corporation Crown Castle Fiber Holdings Corp. Tower Systems LLC Crown Castle Fiber LLC Tower Technology Company of Jacksonville LLC Crown Castle GS 111 Corp. Tower Ventures 111 LLC Crown Castle GT Company LLC TowerOne Partners,LLC Crown Castle GT Corp. TriStar Investors LLC Crown Castle GT Holding Sub LLC TVHT LLC Crown Castle Inc.f/k/a Crown Castle International Corp. WCP Wireless Lease Subsidiary,LLC Crown Castle LLC WCP Wireless Site Funding LLC Crown Castle Investment Corp. WCP Wireless Site Holdco LLC Crown Castle Investment 11 Corp. WCP Wireless Site Non-RE Funding LLC Crown Castle MU LLC WCP Wireless Site Non-RE Holdco LLC Crown Castle MUPA LLC WCP Wireless Site RE Funding LLC Crown Castle NG East LLC WCP Wireless Site RE Holdco LLC Crown Castle Operating Company FiberTechnolies Networks LLC.N Crown Castle Operating LLC Fibemet Direct Florida LLC Crown Castle Orlando Corp. Fibernet Direct Holdings LLC Crown Castle PR LLC Fihemet Direct TEL LLC Crown Castle PR Holdings LLC Fibemet Direct Texas LLC Crown Castle PR Solutions LLC Fibertech Holdings Corp. Crown Castle Puerto Rico Corp. Fibertech Nervorks.LLC Crown Castle Solutions LLC Freedom Telecommunications,LLC Crown Castle South LLC Global Signal Services LLC Crown Castle Towers 05 LLC InfraSource FL LLC Crown Castle Towers 06-2 LLC InSITE Fiber of Virginia LLC Crown Castle Towers 09 LLC InSITE Solutions LLC Crown Castle Towers LLC 1)1(2 Center,LLC Crown Castle USA Inc. 1Jg2 Wilshire,LLC Crown Communication LLC 18CM Towers LLC Crown Communication New York,Inc. Light Tower Fiber New York,Inc.(NYI Fibertech Facilities Corp. Light Tower Holdings LLC Global Signal Acquisitions 11 LLC Light Tower Management,Inc. Global Signal Acquisitions 111 LLC Light Tower Metro Fiber LLC Global SignalAcquisitions IV LLC Ughtower Fiber Infrastructure Corp. Global Signal Acquisitions LLC Ughlower Fiber Networks 1,LLC Global Signal GP LLC Ughtower Fiber Net,vorks 11,LLC n/k/a Crown Castle Fiber LLC Global Signal Holdings 111 LLC LL Q1-18,LLC 1 CROWN CASTLE.INC. 3/24/2025 awed Insured(cunt.( Merged Entities to Crown Castle Fiber LLC LTS Buyer LLC 24/7 Chesapeake Holdings.LLC LTS Group Holdings LLC n/k/a Crown Castle Fiber Holdings Corp 24/7 Mid-Atlantic Network of Virginia,LLC LTS Intermediate Holdings A LLC 24/7 Mid-Atlantic Network,LLC LTS Intermediate Holdings B LLC Access Fiber Group Holdings LLC TS Intermediate Holdings C LLC Access Fiber Group,Inc. Mobile Media California LLC CA-CLEC LW Mobile Media National LLC CC Castle International LLC Modeo LLC CC Edge Solutions LLC NEON Transcom.Inc. CC Finance LLC NewPath Networks Holding LLC CC FN Holdings LLC NewPath Nervorks LLC CC Sunesys Fiber Networks LLC NY-CLEC LLC cc-rs LLC P3 CHB-1,LLC CCPE Acquisitions LLC P3 Holdings 2014 LLC CCT2 Holdings LLC P3 OASA-I,LLC Chesapeake Fiber,LLC P3 PBA-1,LLC Coastal Antennas LLC PA-CLEC LLC Cross Connect Solutions,Inc.(PA) Pinnacle San Antonio L.L.C. Crown Castle Atlantic LLC Pinnacle St.Louis LLC Crown Castle Augusta LLC PR TDC Corporation Crown Castle BPATT LLC Princeton Ancillary Services 11 LLC Crown Castle International Corp.de Puerto Rico Princeton Ancillary Services 111 LLC Crown Castle MM Holding Corp. Sidera Networks.Inc. Crown Castle MM Holding LLC Sunesys Enterprise LLC n/k/a Crown Castle Fiber Enterprise LLC Crown Castle NG Atlantic LW Sunesys of Massachusetts.LLC Crown Castle NG Atlantic LLC Sunesys of Virginia.Inc. Crown Castle NG Central LLC Sunesys,LLC Crown Castle NG Networks LLC Thunder Towers LLC Crown Castle NG West LLC TowerOne 2012,LLC Crown Castle PT Inc. TowerOne Allentown 001,LLC Crown Castle Services LLC TowerOne Bethlehem 001,LLC Crown Castle TDC LLC TowerOne Doylestown.LLC Crown Castle TLA LLC TowerOne East Rockhill 001,LLC Crown Mobile Systems,Inc. TowerOne Marple,LLC DAS Development Corporation _ TowerOne Middletown 001,LLC RGP Tower Group,LLC TowerOne Middletown 002,LLC TowerOne Middletown 003,LLC TowerOne North Coventry,LLC TowerOne Richland.LLC TowerOne Upper Pottsgrove 002,LLC TowerOne Upper Pottsgrove,LLC TowerOne Warminster ODS,LLC TowerOne Warrington 002.LLC Towers Finco II LLC Towers Finco III LLC Towers Finco LLC WA-CLEC LLC Wilcan Holdings LLC Wilcan Operations LLC Wilshire Connection,LLC Wilshire Services.LW Wireless Funding,LLC Wireless Realty Holdings 11,LLC Wireless Revenue Properties,LLC Yankee Metro Parent,Inc. 8020 Katy Freeway Realty LLC 2 1 POLICY NUMBER: HDO G48933889 Endorsement Number: 4 COMMERCIAL GENERAL LIABILITY CG 2010 1219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations) Location(s)Of Covered Operations _ Any Owner, Lessee or Contractor whom you have All locations where you are performing operations for agreed to include as an additional insured under a such additional insured pursuant to any such written written contract, provided such contract was executed contract. prior to the date of loss. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. Your acts or omissions; or 1. All work, including materials, parts or equipment furnished In connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the 1. The insurance afforded to such additional injury or damage arises has been put to its intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the C. With respect to the insurance afforded to these insurance afforded to such additional insured additional insureds, the following is added to will not be broader than that which you are Section III—Limits Of Insurance: required by the contract or agreement to If coverage provided to the additional insured is provide for such additional insured. 9 required by a contract or agreement, the most we CG 20 10 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 2 will pay on behalf of the additional insured is the amount of Insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 ©Insurance Services Office, Inc., 2018 CG 2010 1219 1 POLICY NUMBER: HDO G48933889 Endorsement Number 3 COMMERCIAL GENERAL LIABILITY CO20371219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization whom you have agreed to All locations where you are performing work for such include as an additional insured under a written additional insured pursuant to any such written contract, provided such contract was executed prior to contract. the date of loss. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional Insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable limits of 1. The insurance afforded to such additional insurance; insured only applies to the extent permitted by whichever is less. law; and This endorsement shall not increase the 2. If coverage provided to the additional insured is applicable limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 1 POLICY NUMBER: HDO G48933889 Endorsement Number: 5 COMMERCIAL GENERAL LIABILITY CG24041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s)Or Organization(s):Any person or organization against whom you have agreed to waive your right of recovery In a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s)shown in the Schedule above. CG 24 0412 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 Workers'Compensation and Employers' Liability Policy Named Insured Endorsement Number CROWN CASTLE INC. 1500 CORPORATE DR Policy Number CANONSBURG PA 15317 Symbol: WLR Number:C72611251 Policy Period Effective Date of Endorsement 04-01-2025 TO 04-01-2026 04-01-2025 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which It Is attached and is effective on the date Issued unless otherwise stated. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS . For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6)of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Agent WC 00 03 13(11/05) ©Copyright 1983-2017 National Council on Compensation Insurance,Inc.All Rights Reserved. 1 POLICY NUMBER: ISA H11357131 Endorsement Number: 2 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Crown Castle Inc. Endorsement Effective Date: SCHEDULE Name(s)Of Person(s) Or Organization(s): Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the"accident" or the "loss" under a contract with that person or organization. CA 04 4410 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 1 ADDITIONAL INSURED— DESIGNATED PERSONS OR ORGANIZATIONS Named Insured Crown Castle Inc. Endorsement Number Policy Symbol Policy Number Policy Period Effective Date of Endorsement ISA H11357131 04/01/2025 TO 04/01/2025 Issued By(Name of insurance Company) ACE American Insurance Company Insert the policy number.The remelndorotthe Information Is to be completed only when this endorsement Is Issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following. BUSINESS AUTO COVERAGE FORM AUTO DEALERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM Additional Insured(s): agy person or organization whom you have agreed to include as an additional Insured under a written contract, provided such contract was executed prior to the date of loss. A. For a covered"auto,"Who Is Insured is amended to include as an"Insured,"the persons or organizations named in this endorsement. However, these persons or organizations are an"Insured"only for"bodily injury"or"property damage"resulting from acts or omissions of: 1. You. 2. Any of your"employees"or agents. 3. Any person operating a covered"auto"with permission from you, any of your"employees"or agents. B. The persons or organizations named in this endorsement are not liable for payments_ pp. rer 6u Authorized Representative DA-0074c(03/16) Page 1 of 1 1 NOTICE TO OTHERS ENDORSEMENT—SCHEDULE NOTICE BY INSURED'S REPRESENTATIVE Named Insured Crown Castle Inc. Endorsement Number 3 Policy Symbol Policy Number Policy Period Effective.Dale of Endorsement ISA H11357131 04/01/2025 To 04/01/2026 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the Information Is to be completed only when this endorsement IS Issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. If we cancel this Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out in this endorsement, to send written notice of cancellation, to the persons or organizations listed in the schedule that you or your representative create or maintain(the"Schedule') by allowing your representative to send such notice to such persons or organizations This notice will be in addition to our notice to you or the first Named Insured, and any other party whom we are required to notify by statute and In accordance with the cancellation provisions of the Policy. B. The notice referenced in this endorsement as provided by your representative is intended only to be a courtesy notification to the person(s) or organizations) named in the Schedule In the event of a pending cancellation of coverage, We have no legal obligation of any kind to any such person(s) or organization(s). The failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule will Impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. C. We are not responsible for verifying any information in any Schedule, nor are we responsible for any incorrect information that you or your representative may use. D. We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedule at least 30 days prior to the cancellation date applicable to the Policy; You will cooperate with us in providing the Schedule, or in causing your representative to. provide the Schedule. E. This endorsement does not apply in the event that you cancel the Policy. All other terms and conditions of this Policy remain unchanged. Authorized Representative. ALL-32686(01i11) Page 1 of 1 1 POLICY NUMBER: ISA H11357131 Endorsement Number: 4 COMMERCIAL AUTO CA 04 49 11 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B. The following is added to the Other Insurance Condition in the Business Auto Coverage Form Condition in the Auto Dealers Coverage Form and and the Other Insurance—Primary And Excess supersedes any provision to the contrary: Insurance Provisions in the Motor Carrier This Coverage Forms Covered Autos Liability Coverage Form and supersedes any provision to Coverage and General Liability Coverages are the contrary: primary to and will not seek contribution from any This Coverage Form's Covered. Autos Liability other insurance available to an "insured" under Coverage is primary to and will not seek your policy provided that: contribution from any other insurance available to 1_ Such"insured"is a Named Insured under such an"insured"under your policy provided that: other insurance; and 1. Such "Insured" is a.Named Insured under such 2. You have agreed in writing in a contract or other insurance; and agreement that this Insurance would be 2. You have agreed in writing in a contract or primary and would not seek contribution from agreement that this insurance would be any other insurance available to such primary and would not seek contribution from 'Insured". any other insurance available to such "insured". CA 04 4911 16 ©Insurance Services Office, Inc.,2016 Page 1 of 1