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LAND LEASE AGREEMENT BETWEEN
<br />THE CITY OF SANTA ANA AND OMNIPOINT COMMUNICATIONS INC.
<br />for
<br />CARL THORNTON PARK
<br />This Agreement, made this day of , 2009, between the City of Santa Ana, a charter
<br />city and municipal corporation organized and existing under the Constitution and laws of the State of California
<br />hereinafter designated "LESSOR" and Omnipoint Communications Inc., a subsidiary of T-Mobile USA, Inc., a
<br />Delaware corporation, hereinafter designated "LESSEE". The LESSOR and LESSEE are at times collectively
<br />referred to hereinafter as the "Parties".
<br />1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property
<br />commonly known as Carl Thornton Park (the entirety of LESSOR'S property is referred to hereinafter as "the
<br />Property" and a legal description of the Property is attached hereto as Exhibit "A"), located at 1801 W. Segerstrom
<br />Ave., Santa Ana, CA 92704 and being described as a fifteen foot (15') by twenty foot (20') space on the ground
<br />containing three hundred (300) square feet, for LESSEE's radio equipment cabinets, and space required for cable
<br />runs to connect LESSEE'S equipment and antennas, together with the non-exclusive right for ingress and egress
<br />from and to the nearest public right-of--way, seven (7) days a week, twenty-four (24) hours a day, subject to any
<br />restrictions stated herein, on foot or motor vehicle, including trucks, and for the installation and maintenance of
<br />utility wires, poles, cables, conduits, and pipes over, under, or within the building to the demised premises, said
<br />demised premises and access and utilities paths (hereinafter collectively refereed to as the "Premises") for access
<br />being substantially as described herein in Exhibit "B" attached hereto and made a part hereof.
<br />2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the
<br />Premises, and said survey along with detailed site plans shall then become Exhibit "B" which shall be attached
<br />hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and
<br />Exhibit "A". Costs incurred for such work shall be borne by LESSEE.
<br />3. TERM. This Agreement shall be effective as of the date of execution by both parties, provided,
<br />however, the initial term shall be for ten (10) years and shall commence on the Commencement Date (defined
<br />below).
<br />4. RENT. After the Commencement Date, rental payments will be due in an annual rental amount of
<br />twenty-seven thousand three hundred dollars ($27,300.00) to be paid in equal monthly installments of two thousand
<br />two hundred and seventy-five dollars ($2,275.00) per month on the first day of the month, in advance, to LESSOR
<br />or to such other person, firm or place as the LESSOR may, from time to time, designate in writing at least thirty (30)
<br />days in advance of any rental payment date. Rent shall commence on the first day of the month following the
<br />issuance of the building permit for LESSEE'S Facilities (as defined below), or the first day of the month that is six
<br />(6) months after the full execution of this agreement or the first day of the month following the date LESSEE
<br />commences installation of LESSEE'S Facilities on the Premises, whichever occurs first ("Commencement Date").
<br />If rent is not paid within fifteen (15) days after the due date and provided LESSOR has complied with all applicable
<br />notice and cure provisions herein, LESSEE agrees to pay a late charge equal to six percent (6%) of the then-current
<br />monthly rent. Rental amounts attributable to partial months shall be prorated on a daily basis.
<br />5. ANNUAL RENTAL INCREASES. The rent payments shall be subject to an annual rental
<br />increase of four percent (4%) per year, to be increased on each anniversary of the Commencement Date.
<br />6. INITIAL PAYMENT. In recognitions that the Commencement Date may not occur concurrent
<br />with the execution of this Agreement by all parties, LESSEE hereby agrees to pay to LESSOR cone-time, non-
<br />recurring, non-refundable payment equal to one (1) months rent, within thirty (30) days after the Commencement
<br />Date. Notwithstanding the above, Lessor shall refund Lessee the initial payment in the event Lessee is unable, due
<br />to the sole fault and unreasonable delay of Lessor, to obtain all Approvals necessary to construct Lessee's facilities,
<br />within 6 months after the full execution of this agreement..
<br />7. EXTENSIONS. The Lease Agreement may be extended for up to three (3) additional five-year
<br />(5) terms (each a "Renewal Term"). Each Renewal Term shall be on the terms and conditions as set forth herein
<br />as follows:
<br />Site#: LA13160A 1
<br />Site Name: Carl Thorton Park 25A 5
<br />Date: 3/20/2009
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