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HomeMy WebLinkAboutItem 12 - Ground License Agreement for Wireless Telecommunications FacilitiesPublic Works Agency www.santa-ana.org/pw Item # 12 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report March 18, 2025 TOPIC: Ground License Agreement for Wireless Telecommunications Facilities AGENDA TITLE Ground License Agreement for Wireless Telecommunications Facilities at Three Existing Cell Tower Sites at El Salvador Park, Jerome Park, and the Santa Ana Stadium RECOMMENDED ACTION 1. Authorize the City Manager to execute the Ground License Agreement with CCTM1 LLC for wireless telecommunication facilities on City property at El Salvador Park located at 1825 3/ Civic Center Drive West beginning April 1, 2025 through March 31, 2035, with provision for three, five-year extension options, for total revenue, including all extensions, in the amount of $2,163,572 (Agreement No. A-2025-XXX). 2. Authorize the City Manager to execute the Ground License Agreement with CCTM1 LLC for wireless telecommunication facilities on City property at Jerome Park located at 2115 W. McFadden Avenue beginning April 1, 2025 through March 31, 2035, with provision for three, five-year extension options, for total revenue, including all extensions, in the amount of $2,045,426 (Agreement No. A-2025-XXX). 3. Authorize the City Manager to execute the Ground License Agreement with NCWPCS MPL 30 — Year Sites Tower Holdings LLC, by and through CCATT LLC, for wireless telecommunication facilities on City property at the Santa Ana Stadium located at 951 West 6th Street beginning April 1, 2025 through March 31, 2035, with provision for three, five-year extension options, for total revenue, including all extensions, in the amount of $1,202,913 (Agreement No. A-2025-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The City currently has 17 existing wireless telecommunications facility lease agreements for cell towers on City park properties. These agreements were made between 2001 and 2012 and vary in terms, conditions, and format. The cell tower program is managed by Public Works Agency (PWA) Park, Fleet, Facilities, and Refuse Division. PWA is responsible for managing agreements, site analysis, and identifying and addressing deferred maintenance needs. When PWA initially took over the program, the existing agreements were inconsistent and thus, staff began discussions Ground License Agreement for Wireless Telecommunications Facilities March 18, 2025 Page 2 with the City Attorney's Office to create a new standardized license agreement to better the process of managing agreements and tracking revenue generated. This newly formatted agreement will be used for new cell tower applications and modifications or renewals to existing agreements. A steering committee led by PWA worked on the development and creation of the standard agreement template. The steering committee included staff from the City Attorney's Office; Parks, Recreation, and Community Services Agency; and Pyramid International, a City consultant. Pyramid International conducted a rate study to make sure lease fees match fair market value. The study included researching agreements from private and public properties in neighboring cities and reviewing industry data. The municipalities surveyed included Costa Mesa, Orange, Newport Beach, and Fullerton. The survey showed average rent amounts of $3,692/month. Additionally, all four cities had escalation rates of 3%. The City's new standard agreement, for new sites, will increase the minimum initial rent to $4,000/month with a 4% annual escalation, which is significantly greater than most of the current Santa Ana agreements and the four surveyed municipalities. Crown Castle USA, a major wireless infrastructure company, manages five existing cell tower leases in four City parks - El Salvador Park, Jerome Park, Madison Park, and Riverview Park - as well as at the Santa Ana Stadium; of which, three of the locations, El Salvador Park, Jerome Park, and the Santa Ana Stadium are being updated (Exhibit 1). Each lease includes a tower disguised as a tree and includes ground space for carrier equipment. These agreements generate approximately $220,000 annually, which helps fund park maintenance and capital improvements. Recently, Crown Castle approached the City about modifying agreements at Jerome Park and El Salvador Park to allow a new carrier, DISH, to install equipment on the existing towers. This process is called colocation. To accommodate the colocations, DISH needs an additional area. The additional area at El Salvador Park can and will be accommodated within the current Crown Castle equipment room. The additional area required at Jerome Park is 66 square feet and will be provided in an exterior location adjacent to the existing Crown Castle equipment room. The location was vetted on site by Staff and brought into a discussion with the Cell Tower steering committee. The City plans to implement the new standard license agreement for these sites, as well as update the existing lease at the Santa Ana Stadium to a license agreement. The remaining two agreements, Madison Park and Riverview Park, are being updated and will be presented to Council at a later date. El Salvador Park has two cell tower installations. The first is owned by SBA and features a large "monopine" tree with an equipment room located near the poolside fencing. The second tower, owned by Crown Castle, consists of a large camouflaged "monopine" tree, with an equipment room attached to the existing restroom building. DISH's additional equipment will be housed in Crown Castle's existing equipment room, does not require additional ground area, and will not impact existing restroom Ground License Agreement for Wireless Telecommunications Facilities March 18, 2025 Page 3 renovations. As this is an existing tower agreement, adding capacity and migrating to the new standard agreement, negotiations for additional revenues resulted in a 4% escalation, a one-time additional payment, and increased monthly rental rate from $3,457 to $4,322. Jerome Park has four cell tower installations. Two "monopalm" trees located adjacent to the concession building, one "monopine" tree located due north of the concession building, and one "monopine" cell tower located east at the park restroom building. The subject cell tower owned by Crown Castle is one of the "monopalms" by the concession, closest to the ballfield. The equipment room for this tower is within an equipment room located behind the bleachers of the southernmost baseball diamond. DISH's additional equipment will be housed in a new, 66 square foot exterior cage connected to the existing Crown Castle equipment room. As this is an existing tower agreement, adding capacity and migrating to the new standard agreement, negotiations for additional revenues resulted in a 4% escalation, a one -time additional payment, and increased monthly rental rate from $3,966 to $4,086. Santa Ana Stadium has two cell tower installations. The first, owned by Verizon, features a large camouflaged "monopine" tree with an equipment room located near the southeast corner of the stadium. The second tower, owned by Crown Castle, also consists of a large camouflaged "monopine" tree, with its equipment room situated along the southwest corner of the stadium, adjacent to 6th Street. The rent for this tower was negotiated in 2001, and was subject to annual 3% escalation rates. At this time, no capacity is being added to this location. As this is an existing tower agreement simply migrating to the new standard agreement, negotiations for additional revenues were limited to 4% escalation, a one-time additional payment, increased monthly rental rate from $2,368 to $2,400 and identifying potential future colocation fees. New Standard License Agreements Key features of the new standard license agreement include: • Maximum term of 25 years, • The City retains rights to relocate towers if needed for redevelopment , • Wireless carriers must notify the City before modifying equipment, • 4% annual rent increase, • The City must approve any future colocation requests, • Additional rent charged when extra land is needed for colocation, • Updated insurance requirements, and • A one-time additional payment of $3,500. Site/Park Monthly Fee for First Year License Fee for First Year El Salvador Park $4,322 $51,867 Jerome Park $4,086 $49,030 Santa Ana Stadium $2,400 $28,800 Ground License Agreement for Wireless Telecommunications Facilities March 18, 2025 Page 4 Switching from existing lease agreements to the new standard license agreement provides several advantages: • More control over City Property allowing carriers to use City land without exclusive possession. • Standardizes the agreements by ensuring all agreements follow the same terms and timelines. • Streamlined process allowing staff to handle modifications, insurance, and liability changes more efficiently. • Increased revenue potential as the City will receive additional rent for colocation. This approach will improve the City's ability to manage wireless facilities while ensuring fair compensation for the use of public land. Additionally, revenue generated by these ground license agreements will be utilized exclusively for the maintenance and capital improvements at City Parks. Therefore, staff recommends approving the two license agreements with CCTM1 LLC (Crown Castle subsidiary) for El Salvador Park and Jerome Park, and one license agreement with CCATT LLC (Crown Castle subsidiary) for the Santa Ana Stadium (Exhibits 2-4). ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT The funds from these new agreements will be deposited into the following account for the specified years: Fiscal Accounting Fund Accounting Unit, Amount Year Unit- Description Account Description Account # FY 24-25 05113002- Capital Outlay Miscellaneous Revenue, $42,925 (Apr -Jun) 57363 Fund Cell Tower License Agreement FY 25-26 05113002- Capital Outlay Miscellaneous Revenue, $130,995 57363 Fund Cell Tower License Agreement FY 26-27 05113002- Capital Outlay Miscellaneous Revenue, $136,236 57363 Fund Cell Tower License Agreement FY 27-28 05113002- Capital Outlay Miscellaneous Revenue, $141,685 57363 Fund Cell Tower License Agreement FY 28-29 05113002- Capital Outlay Miscellaneous Revenue, $147,353 57363 Fund Cell Tower License Agreement Ground License Agreement for Wireless Telecommunications Facilities March 18, 2025 Page 5 Fiscal Accounting Fund Accounting Unit, Amount Year Unit- Description Account Description Account # FY 29-30 05113002- Capital Outlay Miscellaneous Revenue, $153,247 57363 Fund Cell Tower License Agreement FY 30-31 05113002- Capital Outlay Miscellaneous Revenue, $159,376 57363 Fund Cell Tower License Agreement FY 31-32 05113002- Capital Outlay Miscellaneous Revenue, $165,751 57363 Fund Cell Tower License Agreement FY 32-33 05113002- Capital Outlay Miscellaneous Revenue, $172,381 57363 Fund Cell Tower License Agreement FY 33-34 05113002- Capital Outlay Miscellaneous Revenue, $179,276 57363 Fund Cell Tower License Agreement FY 34-35 05113002- Capital Outlay Miscellaneous Revenue, $138,452 (Jul 57363 Fund Cell Tower License -Mar) Agreement Optional Three, 5-Year Extensions FY 34-35 05113002- Capital Outlay Miscellaneous Revenue, $3,844,234 (Apr -Jun) 57363 Fund Cell Tower License to Agreement FY 49-50 TOTAL $5,411,911 Funds will be appropriated exclusively for the maintenance and capital improvements at City Parks during the City's yearly budget process. EXHIBIT(S) 1. Site Plans and Photos — El Salvador, Jerome, Santa Ana Stadium 2. License Agreement — El Salvador Park 3. License Agreement — Jerome Park 4. License Agreement — Santa Ana Stadium Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Alvaro Nunez, City Manager EXHIBIT 1: EXISTING CELL TOWER SITES ONOM" r- VAF�� a L El Salvador Park: DISH to collocate on existing monopine. New equipment will be placed within the existing cell tower building. This work will not conflict with the El Salvador Restroom project. vadorr�ter Aim Jerome Park: a DISH to collocate on existing monopalm. New equipment will be placed on exterior of cell tower building, within a protected cage. A ... r d ^ 16 '1 h a .r . y St a d i u m :�,£;�, EXHIBIT 2 GROUND LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND CCTM1 LLC FOR WIRELESS TELECOMMUNICATIONS FACILITIES AT EL SALVADOR 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. PROPERTY. LICENSOR is the owner of that certain real property located at 1825 Civic Center Drive West, Santa Ana, CA 92703, commonly known as El Salvador 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 828440 and being described as approximately five hundred twenty-eight (528) square feet for LICENSEE's wireless telecommunications facilities as defined in Section 11 of this Agreement, consisting of (i) an existing four hundred thirty (430) 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 only) and (ii) an additional ninety-eight (98) 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, 2025and 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 107 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 Term, 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 Fifty -One Thousand, Eight Hundred Sixty -Seven and 24/100 Dollars ($51,867.24) based on a monthly amount of Four Thousand Three Hundred Twenty -Two and 27/100 Dollars ($4,322.27) 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 107 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 coloration 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 3 of 107 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 D), 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, wireless telecommunications 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 ("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. 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 improvements shall be at the discretion and option of LICENSEE, with LICENSOR approval, which Page 4 of 107 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. 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 Page 5 of 107 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. L 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, permits, approvals, and authorizations. The phrase "hazardous material," as used herein, has the same meaning as that phrase has in Section 14 of this Page 6 of 107 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- 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 Page 7 of 107 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 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 Page 8 of 107 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. I. 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 Premises. LICENSEE shall be responsible for, and bear the entire cost of removal and disposal of, all Hazardous Substances introduced to the Premises by Page 9 of 107 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 consent is unreasonably withheld and may require LICENSEE to consent subject to the above conditions. Page 10 of 107 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 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 Page 11 of 107 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 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 Page 12 of 107 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 colorations, 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 coloration on telecommunications tower facilities and will reasonably facilitate any coloration 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 Page 13 of 107 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: I) 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: 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. 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 Page 14 of 107 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 coloration non-refundable additional payment is payable to LICENSOR by LICENSEE for colorations 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 Clerk 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 LICENSEE: CCTM1 LLC Page 15 of 107 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, 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 Page 16 of 107 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 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 Page 17 of 107 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 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 Page 18 of 107 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 107 SIGNATURE RAGE FOR GROUND LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND CCTM1 LLC FOR WIRELESS TELECOMMUNICATIONS FACILITIES AT EL SALVADOR PARK IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: randon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Digitally signed by Nabil Saba Nabil S a a Date: 2025.03.03 17:1323 -08,00, Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez City Manager LICENSEE CCTMI LLC, a Delaware limited liability company By: Name:a e;70 t] Title: Dir at S Date:7 Page 20 of 107 EXHIBIT A Legal Description of the Property THE PROPERTY REFERRED TO IN THIS REPORT IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SANTA ANA, AND IS DESCRIBED AS FOLLOWS: ALL THAT CERTAIN REAL PROPERTY LOCATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL A: ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF ARTESIA STREET, AS SAID LINE WAS ESTABLISHED BY DEED RECORDED IN BOOK 545, PAGE 55 OF DEEDS OF ORANGE COUNTY, CALIFORNIA, 217 FEET NORTH OF THE NORTH LINE OF HICKEY STREET (NOW EIGHTH STREET); THENCE NORTH ALONG THE WEST LINE OF ARTESIA STREET 92 FEET MORE OR LESS TO A POINT IN THE SOUTH LINE OF THE LAND CONVEYED BY BENJAMIN WALKER AND WIFE TO DEBORAH CARTER TRUMAN BY DEED DATED NOVEMBER 5TH 1924 AND RECORDED DECEMBER 3RD, 1924 IN BOOK 552, PAGE 227 OF DEEDS, RECORDS OF ORANGE COUNTY, CALIFORNIA THENCE WEST ALONG THE SOUTH LINE OF THE LAND SO CONVEYED TO DEBORAH CARTER TRUMAN AND THE EXTENSION THEREOF 245 FEET TO A POINT; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 92 FEET MORE OR LESS TO A POINT 217 FEET NORTH OF THE NORTH LINE OF HICKEY STREET (NOW ENGLISH STREET); THENCE EAST PARALLEL TO THE NORTH LINE OF HICKEY STREET (NOW EIGHTH STREET) 245 FEET MORE OR LESS TO THE POINT OF BEGINNING. PARCEL B: ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL L: BEGINNING AT A POINT IN THE WEST LINE OF FAIRLAWN STREET, AS SHOWN ON MAP OF THE FAIRLAWN PARK TRACT, RECORDED IN BOOK 4, PAGE 46 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, IF SAID STREET WAS EXTENDED NORTHERLY, 125 FEET FROM THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET) SAID POINT BEING IN THE NORTH LINE OF THE LAND CONVEYED TO WALTER G. DAVIS AND WIFE, BY DEED RECORDED AUGUST 24TH, 1923 IN BOOK 486, PAGE 184 OF DEEDS OF ORANGE COUNTY; THENCE WEST PARALLEL WITH THE NORTH LINE OF SAID EIGHTH STREET 101.5 FEET; THENCE NORTH 184 FEET; THENCE EAST PARALLEL WITH THE SAID NORTH LINE OF EIGHTH STREET 101.5 FEET TO A POINT IN THE SAID EAST LINE OF FAIRLAWN STREET, IF Page 21 of 107 EXTENDED; THENCE SOUTH ALONG THE WEST LINE 184 FEET TO THE POINT OF BEGINNING. ALSO A RIGHT OF WAY OVER A STRIP OF LAND 25 FEET WIDE IMMEDIATELY ADJOINING THE ABOVE DESCRIBED LAND ON THE EAST FOR STREET PURPOSES. PARCEL 2: BEGINNING AT A POINT WHICH IS 401.6 FEET WEST OF THE WEST LINE OF ARTESIA STREET (AS SAID ARTESIA STREET EXISTED PRIOR TO SEPTEMBER IST, 1924, BEING 50 FEET WIDE) AND 355 NORTH OF THE NORTH LINE OF HICKEY STREET; THENCE EAST ON A LINE PARALLEL WITH THE NORTH LINE OF HICKEY STREET A DISTANCE OF 100.5 FEET; THENCE SOUTH ON A LINE PARALLEL WITH THE WEST LINE OF ARTESIA STREET, A DISTANCE OF 46 FEET; THENCE WEST ON AUNE PARALLEL WITH THE NORTH LINE OF HICKEY STREET A DISTANCE OF 100.5 FEET; THENCE NORTH ON A LINE PARALLEL WITH THE WEST LINE OF ARTESIA STREET A DISTANCE OF 46 FEET TO THE POINT OF BEGINNING. PARCEL C: BEGINNING AT A POINT 125 FEET NORTH OF THE INTERSECTION OF THE CENTER LINE OF FAIRLAWN STREET AND THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET) SAID POINT BEING IN THE NORTH LINE OF THE LAND CONVEYED TO G. A. DEMETRIOU APRIL 22ND BY DEED RECORDED IN BOOK 423, PAGE 16 OF DEEDS OF ORANGE COUNTY; THENCE NORTH ALONG THE SAID CENTER LINE OF FAIRLAWN STREET, AS SHOWN ON A MAP OF FAIRLAWN PARK TRACT RECORDED IN BOOK 4, PAGE 46 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, IF THE SAME WERE PROJECTED, 230 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF EIGHTH STREET, 142.4 FEET, MORE OR LESS TO THE NORTH-WEST CORNER OF THE LAND CONVEYED TO F. H. LINDEN AND WIFE BY DEED RECORDED MAY 17TH, 1929 IN BOOK 278, PAGE 102 OF OFFICIAL RECORDS; THENCE SOUTH ALONG THE WEST LINE OF THE LAND CONVEYED TO LINDEN AND WIFE AND ITS SOUTHERLY EXTENSION TO THE NORTH-WEST CORNER OF THE LAND CONVEYED TO L. E. GOFFMAN, AND OTHERS, BY DEED RECORDED DECEMBER I ITH, 1929 IN BOOK 335, PAGE 104 OF OFFICIAL RECORDS; THENCE SOUTH ALONG THE WEST LINE OF THE LAND SO CONVEYED TO THE SOUTH-WEST CORNER THEREOF; THENCE WEST ON THE NORTH LINE OF SAID DEMETRIOU LAND AND PARALLEL TO THE NORTH LINE OF SAID EIGHTH STREET 142.4 FEET TO THE POINT OF BEGINNING. PARCEL D: ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE WEST LINE OF ARTESIA STREET AS SAID STREET WAS ESTABLISHED BY DEED TO THE CITY OF SANTA ANA, DATED DECEMBER 19TH, 1924 AND RECORDED IN BOOK 545, PAGE 55 OF DEEDS, WHICH POINT IS 125 FEET NORTH OF THE POINT OF INTERSECTION OF SAID LINE WITH THE NORTH LINE OF Page 22 of 107 EIGHTH STREET (FORMERLY HICKEY STREET); RUNNING THENCE WESTERLY PARALLEL WITH THE NORTH LINE OF EIGHTH STREET 125 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTHERLY PARALLEL WITH THE WESTERLY LINE OF SAID ARTESIA STREET 46 FEET; THENCE EASTERLY PARALLEL WITH THE NORTHERLY LINE OF EIGHTH STREET 125 FEET TO THE WESTERLY LINE OF SAID ARTESIA STREET; THENCE NORTHERLY ALONG SAID WESTERLY LINE 138 FEET MORE OR LESS TO THE SOUTH LINE OF THE LAND CONVEYED TO DEBORAH CARTER TRUMAN BY DEED RECORDED DECEMBER 3RD, 1924 IN BOOK 552, PAGE 227 OF DEEDS; THENCE WESTERLY ALONG SAID SOUTH LINE 125 FEET; THENCE NORTHERLY PARALLEL TO THE SAID WEST LINE OF ARTESIA STREET 46 FEET; THENCE WEST PARALLEL TO THE NORTH LINE OF EIGHTH STREET 271.6 FEET TO THE NORTH-WEST CORNER OF THE LAND CONVEYED TO BENJAMIN WALKER AND WIFE BY DEED RECORDED MAY 18TH, 1923 IN BOOK 473, PAGE 73 OF DEEDS; THENCE SOUTH ALONG THE WEST LINE OF THE LAND CONVEYED TO BENJAMIN WALKER AND WIFE BY SAID DEED 230 FEET TO A POINT 125 FEET NORTH OF THE NORTH LINE OF EIGHTH STREET; THENCE EAST PARALLEL WITH SAID NORTH LINE OF EIGHTH STREET, 271.6 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM ANY PORTION OF SAID LAND LYING ITHIN TRACT NO. 521, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 32 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA. PARCEL E: PARCELI: BEGINNING AT A POINT IN THE CENTER OF ARTESIA STREET, 380 FEET NORTH OF THE INTERSECTION WITH THE CENTER LINE OF HICKEY STREET, RUNNING THENCE WEST PARALLEL WITH THE CENTER LINE OF HICKEY STREET, 832.39 FEET, MORE OR LESS, TO LAND CONVEYED TO J. H. YOUNG BY DEED RECORDED DECEMBER 10, 1903 IN BOOK 98, PAGE 198 OF DEEDS; THENCE NORTH 318 FEET, MORE OR LESS, TO THE NORTHEAST CORNER OF SAID YOUNG'S LAND; THENCE EAST 542.52 FEET; THENCE SOUTH 292.71 FEET; THENCE EAST 289.87 FEET TO THE CENTER LINE OF ARTESIA STREET; THENCE SOUTH 26.89 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 2: BEGINNING AT A POINT 36.90 CHAINS WEST OF THE EAST LINE OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN AND 6.165 CHAINS NORTH OF THE NORTH LINE OF THE CHAVES ALLOTMENT IN THE RANCHO SANTIAGO DE SANTA ANA, SAID POINT BEING IN THE CENTER OF ARTESIA STREET AND RUNNING THENCE WEST 4.392 CHAINS; THENCE, NORTH 4.435 CHAINS TO THE LAND NOW OR FORMERLY OWNED BY BEN FALLERT; THENCE EAST 4.392 CHAINS TO THE CENTER OF ARTESIA STREET AND THENCE SOUTH 4.435 CHAINS TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION INCLUDED IN LOTS F AND G AND LOTS 12, Page 23 of 107 13, 15 AND 16 OF TRACT NO. 521, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 32 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. ALSO EXCEPTING THEREFROM THAT PORTION OF PARCEL 2 NOW SUBDIVIDED AS LOT 14 OF SAID TRACT NO. 521, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 32 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM THAT PORTION OF SAID LAND CONVEYED TO THE SANTA ANA UNIFIED SCHOOL DISTRICT IN THE DEED RECORDED JANUARY 29, 1973 AS INSTRUMENT NO. 23886 IN BOOK 10533, PAGE 194 OF OFFICIAL RECORDS. PARCEL F: THE NORTH 145 FEET OF THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 10 WEST, S.B.B.&M., DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET 602.4 FEET WEST OF THE POINT OF INTERSECTION OF SAID LINE WITH THE WEST LINE OF ARTESIA STREET, AS IT EXISTED PRIOR TO SEPTEMBER 1ST, 1924, RUNNING THENCE WEST 130.8 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET TO THE POINT OF BEGINNING. PARCEL G: THAT PORTION OF THE JACOB ROSS ALLOTMENT, DESCRIBED AS FOLLOWS: BEGINNING 803.2 FEET WEST OF THE INTERSECTION OF THE WEST LINE OF ARTESIA STREET WITH THE NORTH LINE OF HICKEY STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO SEPTEMBER 1, 1924, BEING 50 FEET IN WIDTH; RUNNING THENCE EAST ALONG THE NORTH LINE OF HICKEY STREET 70 FEET TO A POINT; THENCE NORTH PARALLEL TO ARTESIA STREET 355 FEET TO A POINT; THENCE WEST PARALLEL WITH THE NORTH LINE OF HICKEY STREET, 70 FEET TO A POINT; THENCE SOUTH 355 FEET TO 'THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION OF SAID LAND CONVEYED TO THE SANTA ANA UNIFIED SCHOOL DISTRICT IN THE DEED RECORDED JANUARY 29, 1973 AS INSTRUMENT NO. 23886 IN BOOK 10533, PAGE 194 OF OFFICIAL RECORDS. PARCEL H: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 11, IN TOWNSHIP 5 SOUTH, RANGE LOWEST, SAN BERNARDINO BASE AND MERIDIAN, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: Page 24 of 107 BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET 602.4 FEET WEST OF THE POINT OF INTERSECTION OF SAID LINE WITH THE WEST LINE OF ARTESIA STREET, AS IT EXISTED PRIOR TO SEPTEMBER 1, 1924; RUNNING THENCE WEST 130.8 FEET THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET THENCE EAST PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET, 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET TO THE POINT OF BEGINNING; EXCEPTING THEREFROM THE EAST 75 FEET TO THE SOUTH 150 FEET; ALSO EXCEPTING THEREFROM THE SOUTH 125 FEET THEREOF; ALSO EXCEPTING THEREFROM THE NORTH 145 FEET THEREOF. PARCEL I: THAT CERTAIN REAL PROPERTY IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE NORTH 25 FEET OF THE EAST 75 FEET OF THE SOUTH 150 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 10 WEST, S.B.B.& M., DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET 602.4 FEET WEST OF THE POINT OF INTERSECTION OF SAID LINE WITH THE WEST LINE OF ARTESIA STREET, AS IT EXISTED WITH THE WEST LINE OF ARTESIA STREET, AS IT EXISTED PRIOR TO SEPTEMBER IST, 1924, RUNNING THENCE WEST 130.8 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET TO THE POINT OF BEGINNING. PARCEL J: ALL THAT REAL PROPERTY SITUATE IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: COMMENCING ON THE NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, AT A POINT 401.6 FEET WEST OF THE INTERSECTION OF SAID HICKEY STREET, NOW EIGHTH STREET, WITH THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO SEPTEMBER 1, 1924; RUNNING THENCE WEST ON SAID NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, 200.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 355 FEET; THENCE EAST 200.8 Page 25 of 107 FEET; THENCE SOUTH 355 FEET TO THE POINT OF BEGINNING; EXCEPTING THEREFROM THE EAST 50 FEET OF THE SOUTH 194 FEET THEREOF; ALSO EXCEPTING THEREFROM THE SOUTH 125 FEET OF THE WEST 150.8 FEET. PARCEL 2: THAT PORTION OF SECTION 11, IN TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN SAID ORANGE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE WEST LINE OF ARTESIA STREET AS SAID STREET WAS ESTABLISHING BY DEED TO THE CITY OF SANTA ANA, DATED SEPTEMBER 19, 1924, AND RECORDED OCTOBER 17, 1924 IN BOOK 545, PAGE 55, DEEDS, RECORDS OF SAID ORANGE COUNTY, SAID POINT BEING 125 FEET NORTH OF THE INTERSECTION OF SAID LINE WITH THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET); THENCE NORTHERLY ALONG SAID WEST LINE OF ARTESIA STREET 134 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE LAND CONVEYED TO DEBORAH CARTER TRUMAN BY DEED RECORDED DECEMBER 3, 1924 IN BOOK 552, PAGE 227, DEEDS, RECORDS OF SAID ORANGE COUNTY OF SAID ORANGE COUNTY; THENCE WESTERLY ALONG SAID SOUTH LINE 125 FEET; THENCE NORTHERLY PARALLEL TO THE SAID WEST LINE OF ARTESIA STREET, 46 FEET; THENCE WESTERLY PARALLEL TO THE NORTH LINE OF EIGHTH STREET, 271.6 FEET TO THE NORTHWEST CORNER OF THE LAND CONVEYED TO BENJAMIN WALKER AND WIFE BY DEED RECORDED MAY 18, 1923 IN BOOK 473, PAGE 73 OF SAID DEEDS; THENCE SOUTH ALONG THE WEST LINE OF THE LAND CONVEYED TO BENJAMIN WALKER AND WIFE, BY SAID DEED, 230 FEET TO A POINT 125 FEET NORTH OF THE NORTH LINE OF EIGHTH STREET; THENCE EAST AND PARALLEL WITH SAID NORTH LINE OF EIGHTH STREET 396.6 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE EASTERLY 125 FEET. PARCEL K: THAT PORTION OF THE JACOB ROSE ALLOTMENT DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET, DISTANT THEREON 677.4 FEET WEST OF THE INTERSECTION OF SAID NORTH LINE WITH THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO SEPTEMBER 1, 1924, BEING 50 FEET IN WIDTH, AND RUNNING THENCE WEST ALONG THE SAID NORTH LINE OF EIGHTH STREET, 65.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 125 FEET; THENCE EAST PARALLEL WITH SAID NORTH UNE OF EIGHTH STREET, 65.8 FEET; THENCE SOUTH 125 FEET TO THE POINT OF BEGINNING. PARCEL L: THE EAST 50 FEET OF THE SOUTH 194 FEET OF THE FOLLOWING: Page 26 of 107 THAT PORTION OF THE JACOB ROSS ALLOTMENT, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LINE OF HICKEY STREET; (NOW 8TH STREET) 401.6 FEET WEST OF THE INTERSECTION OF SAID NORTH LINE OF HICKEY STREET (NOW 8TH STREET) WITH THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO SEPTEMBER 1, 1924, RUNNING THENCE WEST ON SAID NORTH LINE OF HICKEY STREET (NOW 8TH STREET) 200.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 355 FEET; THENCE EAST 200.8 FEET; THENCE SOUTH 355 FEET TO THE POINT OF BEGINNING. PARCEL M: THAT PORTION OF THE JACOB ROSS ALLOTMENT BEGINNING AT A POINT IN THE NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, 300 FEET WEST OF THE INTERSECTION OF THE WEST LINE OF ARTESIA STREET WITH THE NORTH LINE OF HICKEY STREET, AS SAID STREETS, AS SAID STREETS EXISTED ON NOVEMBER 20, 1906; THENCE WEST ALONG THE NORTH LINE OF HICKEY STREET 101.6 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 125 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF HICKEY STREET, 101.6 FEET; AND THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 125.00 FEET TO THE POINT OF BEGINNING. PARCEL N: THAT PORTION OF THE JACOB ROSS ALLOTMENT DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, WITH THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO SEPTEMBER 1ST 1924, BEING 50 FEET IN WIDTH; THENCE NORTH ON THE WEST LINE OF SAID ARTESIA STREET, 125 FEET; THENCE WEST PARALLEL WITH THE NORTH LINE OF HICKEY STREET, 100.4 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WEST PARALLEL WITH THE NORTH LINE OF HICKEY STREET, 50 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 125 FEET TO A POINT IN THE NORTH LINE OF HICKEY STREET, NOW EIGHTH; THENCE EAST ALONG SAID NORTH LINE, 50 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 125 FEET TO THE TRUE POINT OF BEGINNING. PARCEL O: THAT PORTION OF THE JACOB ROSS ALLOTMENT DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET) 150.4 FEET WEST OF THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO SEPTEMBER 1 ST, 1924, BEING 50 FEET IN WIDTH; THENCE NORTH, PARALLEL WITH THE WEST LINE OF ARTESIA STREET 125 FEET TO THE Page 27 of 107 NORTH LINE OF EIGHTH STREET; THENCE EAST ALONG THE NORTH LINE OF EIGHTH STREET, 88 FEET TO THE POINT OF BEGINNING. PARCEL P: THAT PORTION OF THE JACOB ROSS ALLOTMENT, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET} 238.4 FEET WEST OF THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIAN STREET EXISTED PRIOR TO SEPTEMBER 1ST, 1924, BEING 50 FEET IN WIDTH; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 125 FEET; THENCE WEST PARALLEL WITH THE NORTH LINE OF EIGHTH STREET, 61.6 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 125 FEET TO THE NORTH LINE OF EIGHTH STREET; THENCE EAST ALONG THE NORTH LINE OF EIGHTH STREET, 61.6 FEEF TO THE POINT OF BEGINNING. PARCEL Q: THE EAST 75 FEET OF THE SOUTH 125 FEET OF THE SOUTH 125 FEET OF THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION ELEVEN, TOWNSHIP FIVE SOUTH, RANGE TEN WEST, S.B.B.&M., AS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT LN THE NORTH LINE OF WEST EIGHTH STREET, 602.4 FEET WEST OF THE POINT OF INTERSECTION OF SAID LINE WITH THE WEST LINE OF ARTESIA STREET AS IT EXISTED PRIOR TO SEPTEMBER 1 ST 1924; THENCE WEST 130.8 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET, 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF WEST EIGHTH STREET, 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 355 FEET TO THE POINT OF BEGINNING. PARCEL R: THE SOUTH 125 FEET OF THE WEST 150.8 FEET OF THE FOLLOWING: COMMENCING ON THE NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, AT A POINT 401.6 FEET WEST OF THE INTERSECTION OF SAID HICKEY STREET NOW EIGHTH STREET, WITH THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO SEPTEMBER 1, 1924; RUNNING THENCE WEST ON SAID NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, 200.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 355 FEET; THENCE EAST 200.8 FEET; THENCE SOUTH 355 FEET TO THE POINT OF BEGINNING. Page 28 of 107 EXHIBIT B Original Agreement INSURANCE NOT CIN FILC q-2008-290 WORK MAY ki PROCEED CLERK OF COUNCIL LEASE AGREEMENT BETWEEN nArE: 3— THE CITY OF SANTA ANA AND T-MOBILE �— REGARDING COMMUNICATION TOWER FACILITIES AT EL SALVADOR PARK This Agreement, made this 17'" day of November, 2008, 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 "LESSOR" and Onmipoint Communications, Inc., as subsidiary of T-Mobile 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 El Salvador Park (the 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 1825 Civic Center Drive West, Santa Ana CA, 92703, APN:405-121-11, and being described as a 15'0" by 22'0" parcel containing 330 square feet including space for LESSEE's Equipment Shelter and access for the installation of a Monopine Communications Tower Structure located on the Property, and access for the antenna support structure 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 herein, on foot or motor vehicle, including trucks, 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-of-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. 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 boundary and access discrepancies between it and Exhibit "A". Costs 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 ($28,800A0) 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 LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. Rent shall commence upon the issuance of the building permit for LESSEE's Facilities (as defined below), or twelve (12) months after the full execution of this agreement, whichever occurs first ("Commencement Date"). If rent is not paid within fifteen (15) days after the due date and provided LESSOR has complied with all applicable notice and cure provisions herein, LESSEE agrees to pay a late charge equal to six percent (60/a) of 1he then -current monthly rent. Rental amounts attributable to partial months shall be prorated on a daily basis. All Rent and Deposits shall be deposited according to the directions outlined in Exhibit "G". 5. ANNUAL RENTAL INCREASES. The rent payments shall be subject to an annual rental increase of four percent (41%) per year, to be increased on each anniversary of the Commencement Date. 6. INITIAL PAYMENT. In recognitions that the Commencement Date may not occur concurrent with the execution of this Agreement by all parties, LESSEE hereby agrees to pay to LESSOR a one-time, non- recurring, non-refundable payment equal io one (1) months rent, within thirty (30) days after the Commencement Date. Notwithstanding the above, Lessor shall refund Lessee the initial payment in the event Lessee is unable, due to the sole fault and unreasonable delay of Lessor, to obtain all Approvals necessary to construct Lessee's facilities, within 6 months after the full execution of this agreement. 7. EXTENSIONS. The Lease Agreement may be extended for up to three (3) additional five-year (5) terms (each a "Renewal Tenn"). Each Renewal Term shall be on the terms and conditions as set forth herein Site No: t.A03009C l El -lavOoT Park Page l of23 Site Address: 1925 Civic Ctnter Dove West Santa Ana, CA 92703 Page 29 of 107 as follows: (i) six months prior to the expiration of the initial term, if LESSOR, in its reasonable discretion determines that LESSEE's continued tenancy is not in conformity with LESSOR's intended use of the Property, LESSOR shall provide written notice to LESSEE that the Lease will not be extended. (ii) Thereafter, each subsequent renewal shall be subject to the following procedure: If LESSEE determines that it desires to extend the term LESSEE shall provide written notice six (6) months prior to the end of the then current term,; Within sixty (60) days of receipt of LESSEE's notice, LESSOR shall determine whether such extension is in LESSOR's best interest and, if not in LESSOR's interest, LESSOR shall deny such extension request, If Lessor does not respond within sixty (60) days, the lease is deemed renewed for an additional Renewal Term. If neither party provides notice as set forth above, the lease shall continue on a month -to -month basis. & 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 ofthe 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 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 LESSEE's Facilities (defined below) 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 are found to be unsatisfactory so that LESSEE will 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 Parties shall have no further 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 City Manager 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 such 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. 10. USE/MAINTENANCE. LESSEE may use the Premises for any lawful activity in connection with LESSEE's provisioning of its mobile/wireless communications services, including without limitation, the transmission and the reception of radio communication signals on various licensed frequencies. Accordingly, LESSEE shall have the right to construct, maintain, install, repair, and operate on the Premises its 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 and 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 LESSEE 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 Site No: fA03009C I El Savador Park Pagc 2 of 23 Site Address: 1925 Civic Center Drive West, Santa Ana, CA 92703 Page 30 of 107 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 the Property including but not limited to concrete and/or asphalt, buildings and/or appurtenances caused by LESSEE. LESSOR at its discretion may require LESSEE to repair and or replace said damages or contract for said services and bill LESSEE. The cost of said repairs can be subtracted from any deposits 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 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. 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 weep, 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 repainting of LESSEE's Facilities, such maintenance must be completed by LESSEE within thirty (30) days. 1 I . 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 an 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; (ii) 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 has 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 $1,000,000 per occurrence. Such insurance shall: (1) name LESSOR, its officers, agents, representatives, employees and volunteers as additional insureds (see sample Exhibit Q (2) be primary with respect to insurance or self-insurance programs maintained by LESSOR, except claims resulting from LESSOR's negligence or misconduct; (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. Site No, tA03OW I El SavMor Park Page 3 of 23 Site Address' 1825 Civic Cemer Drive WesL, Santa Ana, CA 92703 Page 31 of 107 LESSEE shall; (a) prior to exercising any right under this Agreement, furnish 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 Communications"), or public safety communication operations, as may be upgraded periodically, 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 Premises 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, Pre -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 City Manager shall determine whether consent is unreasonably withheld and may require LESSEE to consent subject to the above conditions. in the event of any interference with LESSOR's public safety communications operations, LESSEE shall have twenty-four (24) hours after receipt of notice to cure the interference, and if LESSEE fails to do so, LESSOR has the right to require that LESSEE cease operating LESSEE's Facilities (except for intermittent testing to determine the source of the interference) until LESSEE is able to recommence operations without causing such interference. If LESSEE's Facilities interfere with LESSOR's public safety communications operations during an emergency, LESSOR may require that LESSEE immediately cease operating LESSEE's Facilities and if LESSEE fails to do so, LESSOR has the right to shutdown the electricity supply to LESSEE's Facilities. LESSEE shall reimburse LESSOR for any actual, reasonable costs that LESSOR incurs to cure any interference with LESSOR's public safety communications operations caused by LESSEE's Facilities. 14. REMOVAL UPON TERMINATION. LESSEE, upon expiration or earlier termination of the Agreement, shall, within ninety (90) days, remove 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, foundations and structures may remain at LESSOR's option_ LESSOR agrees and acknowledges that all of the equipment and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same, excepting the building structures erected on the property. If such time for removal causes LESSEE to remain on the Premises past the aforementioned ninety (94) day period after the expiration or earlier termination of this Agreement, LESSEE shall 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 its as -is condition, 15. RECORDING AND QUITCLAIM DEED. 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, RIGHTS 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-disturbancc agreement from the present and any future mortgagee(s) 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. Site No: LA030M / E1 Savadar Park Page 4 of23 Site Address: 1$25 Civic Center Drivc WM Santa Ana, CA 92703 Page 32 of 107 11. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and performing the covenants shall peaceably and quietly have, hold and enjoy the Premises, provided however, that LESSOR shall have the right and privilege to conduct City Business on the Property, as necessary. "City Business" shall include, but not he limited to the following: minor maintenance, minor landscaping, minor construction, concessionaires, and City sponsored events, located near the Premises, so long as the City Business does not interfere with or impair the operation of LESSEE's Facilities. 1$, TITLE. LESSOR covenants that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute 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. 14_ 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 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 future 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, B. 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 (1) week after said damage is reported to LESSEE, except for damage caused by LESSOR. 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 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 be 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 any portion thereof during the term of this Agreement. LESSEE will maintain the Premises in a good condition, reasonable wear and tear excepted. Site No: LA03009C I El Savador Park Page 5 of23 Site Address: 1825 Civic Center ❑rive west, Santa Ana, CA 92703 Page 33 of 107 21. 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 fording 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 cquity. 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 AND CO -LOCATION. a. LESSEE will not assign or transfer this Agreement 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 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 (iii) in connection with any financing, loan, security interest, pledge, or mortgage of LESSEE's property. b. LESSEE acknowledges and agrees that the City policy is to provide for co -location on communication tower facilities and will reasonably facilitate any co -location subject to the conditions outlined in Paragraph 13 (INTERFERENCE)_ LESSEE further agrees that LESSOR shall retain ownership of any further lease rights with respect to space for additional communication facilities on the Property. Further, LESSEE shall enter into a TOWER LEASE AGREEMENT, subject to all permits and approvals from all governmental agencies having jurisdiction thereover, with a future tower co -location user, subject to LESSOR receiving fifty percent (561/0) of the tower rent received by LESSEE. LESSEE shall provide for LESSOR'S consent an any TOWER LEASE AGREEMENT and copies of the executed agreement. The Parry's intent in allowing LESSEE to collect tern is to provide a means by which LESSEE can recoup its cost of construction and maintenance of said tower facilities on a pro-rata basis with subsequent users. The Parties intend that LESSOR, and not LESSEE, should benefit financially, from any future tower co -location agreement Additionally, LESSEE shall deliver to LESSOR a copy of any Inter - carrier Co -location Agreement which relates to the Premises. 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): Silo No: I.A03009C / El Savadot Park Page 6 of 23 Site Address: 1925 Civic Censer Drive west, Santa Ana, CA 92703 Page 34 of 107 LESSOR: City of Santa Ana Executive Director Parks, Rec. & Community Services (M-23) 888 W. Santa Ana Blvd. Santa Ana, CA 92702 Courtesy City of Santa Ana — Office of the City Attorney Copies to 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 and ATS Communications 22642 Lambert Street, Suite 402 Lake Forest, California 92630 Attn: Tony Ingegneri LESSEE: T-Mobilc USA, Inc. 12920 SE 38" Street Bellevue, WA 99006 Attn: PCS Lease Administrator/ LA03009 With a copy to- Attn: Legal Dept. / LA03009 And with a copy t Attn: Lease Administration Manager/ LA03009 Notice shall be effective upon mailing or delivering the same to a commercial courier, as permitted above. 27. SUCCESSORS, This Agreement shall extend to and bind the heirs, personal representatives, successors, administrators and assigns of the Parties hereto. 2& RELOCATION RIGHT. A. Anytime within the initial term, LESSOR shall have the right to cause LESSEE to relocate LESSEE's Facilities to alternate space on the Property; provided however, that such relocation shall (1) be at LESSOR'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 LESSOR may legally pay, (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 LESSOR, to operate and maintain LESSEE's Facilities. B. LESSOR shall exercise 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 right to conduct tests to determine the technological feasibility of the proposed relocation site. If LESSEE fails to disapprove of such proposed relocation site in writing within the sixty-day period, LESSEE shall be deemed to have approved such proposed relocation site. If LESSEE disapproves such relocation site, then 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 up to 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. Site Na: LA03009C 1 El Savador Park Page 7 or23 Site Address: 1925 Civic Cenwr Drive West, Santa Ana, CA 92703 Page 35 of 107 Upon relocation of LESSEE's Facilities to the Relocation Site, all references to the Premises herein shall be deemed to be 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 past 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, based on a ten-year lease period. 29. 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 rent, the non -defaulting party shall give the defaulting party written notice of such default. After receipt of such written notice, the defaulting patty 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. 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 attorney'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, state or local law or regulation, including petroleum and asbestos. LESSEE will treat and dispose of any Hazardous Materials brought onto the Promises/Property by it in accordance with all federal, state and local laws and regulations. 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 any 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 or 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 casualty 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 casualty, provided LESSOR has not commenced the restoration required to permit LESSEE to resume its operation 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 Site No: LA03009C 1 El SaVadOr Park Page 8 of 23 Site Address, ] 825 Civic Center Drive West, Santa Ana, CA 92703 Page 36 of 107 such termination date, with respect to payments due 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 (15) 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 losses, and any other amount recoverable by LESSEE 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. 33. SUBMISSION OF LEASE. 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. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall 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 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. 36. 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. 37. PROPERTY SPECIFIC ACCESS RULES/U!QULATIONS. 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 parties hereto. 38. POWERING DOWN DURING MAINTENANCE 1 REPAIR. 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 LESSEE) 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 LESSEE using the information in Exhibit E, as applicable. 39. TERMINATI 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. Site No; LA0300 K i El Savakr Park Page 9 of 23 Site Address1821 Civic Center Drive Wes[, Santa Ana, CA 92703 Page 37 of 107 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) 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 (iii) 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 attorney's fees, for any injuries or damages incurred in the event dial such authority or power is not, in fact, held by the signatory or is withdrawn. B. All Exhibits referenced herein and attached hereto shall be 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written ATTEST: CITY OF SANTA ANA / Gl PATRICIA E. HEALY DAVID N. REA V Clerk of the Council City Manager APPROVED AS TO FORM- IOSEPH W.FLETCHER City Attorney BY:....� . LA Sol] DY -�T— Assistant City Attorney ._/ Approved as to form Tapia 9. ❑ao Corporate Counsel LESSEE: Omnipoint Communications Inc., a subsidiary of T-Mobile USA Inc. By. pli av Printed Name: CHR19TOPHERVLDRIGE Its: Regional Development Director Date: Site No: LA030pt / M Swador Pwk Site Address; 1825 Civic Center Drive West, Santa Ana, CA 92703 Page 10 of 23 Page 38 of 107 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY APN: 405-121-11 All that certain real property located in the County of Orange, State of California, being more particularly described as follows: PARCEL A: ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF ARTESIA STREET, AS SAID LINE WAS ESTABLISHED BY DEED RECORDED IN BOOK 545, PAGE 55 OF DEEDS OF ORANGE COUNTY, CALIFORNIA, 217 FEET NORTH OF THE NORTH LINE OF HICKEY STREET (NOW EIGHTH STREET); THENCE NORTH ALONG THE WEST LINE OF ARTESIA STREET 92 FEET MORE OR LESS TO A POINT IN THE SOUTH LINE OF THE LAND CONVEYED BY BEWAMIN WALKER AND WIFE TO DEBORAH CARTER TRUMAN BY DEED DATED November 5TH 1924 AND RECORDED December 3RD, 1924 IN BOOK 552, PAGE 227 OF DEEDS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE WEST ALONG THE SOUTH LINE OF THE LAND SO CONVEYED TO DE50RAH CARTER TRUMAN AND THE EXTENSION THEREOF 2445 FEET TO A POINT; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 92 FEET MORE OR LESS TO A POINT 217 FEET NORTH OF THE NORTH LINE OF HICKEY STREET (NOW ENGLISH STREET); THENCE EAST PARALLEL TO THE NORTH LINE OF HICKEY STREET (NOW EIGHTH STREET) 24S FEET MORE OR LESS TO THE POINT OF BEGINNING. PARCEL B: ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CAUFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: BEGINNING AT A POINT IN THE WEST LINE OF FAIRLAWN STREET, AS SHOWN ON MAP OF THE FAIRLAWN PARK TRACT, RECORDED IN BOOK 4, PAGE 46 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, IF SAID STREET WAS EXTENDED NORTHERLY,125 FEET FRt7M THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET) 5A1D POINT BEING IN THE NORTH LINE OF THE LAND CONVEYED TO WALKER 6. DAVIS ANC+ WIFE, BY DEED RECORDED AUGUST 24TH, 1923 IN BOOK 466, PAGE 184 OF DEEDS OF ORANGE COUNTY; THENCE WEST PARALLEL V11 TH THE NORTH LINE OF SAID EIGHTH STREET 101.5 FEET; THENCE NORTH 184 FEET; THENCE EAST PARALLEL WITH THE SAID NORTH LINE OF EIGHTH STREET 101.5 FEET TO A POINT 1N THE SAID EAST LINE OF FAIRLAWN STREET, IF EXTENDED; THENCE SOUTH ALONG THE WEST LINE 184 FEET TO THE POINT OF BEGINNING. ALSO A RIGHT OF WAY OVER A STRIP OF LAND 25 FEET WIDE IMMEDIATELY ADJOINING THE ABOVE DESCRIBED LAND ON THE EAST FOR STREET PURPOSES. 2-1 Y:;Li4 BEGINNING AT A POINT WHICH IS 401.6 FEET WEST OF THE WEST LINE OF ARTESIA STREET (AS SAID ARTESIA STREET EXISTED PRIOR TO SeiXembW IST, 1924, BEING 50 FEET WIDE) AND 355 NORTH OF THE NORTH LINE OF HICKEY STREET; THENCE EAST ON A LINE PARALLEL WITH THE NORTH LINE OF HICKEY STREET A DISTANCE OF 100.5 FEET; THENCE SOUTH ON A LINE PARALLEL WITH THE WEST LINE OF ARTESIA STREET, A DISTANCE OF 46 FEET; THENCE WEST ON A LINE PARALLEL WITH THE NORTH LINE OF HICKEY STREET A DISTANCE OF 100.5 FEET; THENCE NORTH ON A LINE PARALLEL WITH THE WEST LINE OF ARTESIA STREET A DISTANCE OF 46 FEET TO THE POINT OF BEGINNING. Site No: 1A030WC / E1 Savador Park Page ] I of 23 Sile Addiess. 1825 Civic Center Drive Wcst, Santa Ana, CA 92703 Page 39 of 107 PARCEL C: BEGINNING AT A POINT 125 FEET NORTH OF THE INTERSECTION OF THE CENTER LINE OF FAIRLAWN STREET AND THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET) SAID POINT BEING IN THE NORTH LINE OF THE LAND CONVEYED TO G. A. DEMETR[OU April 22ND 13Y DEED RECORDED IN BOOK423, PAGE 16 OF DEEDS OF GRANGE COUNTY; THENCE NORTH ALONG THE SAID CENTER LINE OF FAIRLAWN STREET, AS SHOWN ON A MAP OF FAIRLAWN PARK TRACT RECORDED IN BOOK 4, PAGE 45 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, IF THE SAME WERE PROJECTED, 230 FEET; THENCE EASTPARALLEL WITH THE NORTH LINE OF EIGHTH STREET, 142.4 FEET, MORE OR LESS TO THE NORTH-WEST CORNER OF THE LAND CONVEYED TO F, H. LINDEN AND WIFE BY DEED RECORDED MAY 17TH, 1929 IN BOOK 27B, PAGE 102 Of OFFICIAL RECORDS; THENCE SOUTH ALONG THE WEST LINE OF THE LAND CONVEYED TO LINDEN AND WIFE AND ITS SOUTHERLY EXTENSION TO THE NORTH-WEST CORNER OF THE LAND CONVEYED TO L_ E. GOFFF4AN, AND OTHERS, BY DEED RECORDED December 117H, 1929 IN BOOK 335, PAGE 104 OF OFFICIAL RECORDS; THENCE SOUTH ALONG THE WEST LINE OF TI T LAND SO CONVEYED TO THE SOUTH-WEST CORNER THEREOF; THENCE WEST ON THE NOR'TIE LINE Of SAID DEMETRIOU LAND AND PARALLEL TO THE NORTH LINE OF SAID EIGHTH STREET 142A FEET TO THE POINT OF BEGINNING. PARCEL D: ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE WEST LINE OF ARTESIA STREET AS SAID STREET WAS ESTABLISHED BY DEED TO THE CITY OF SANTA ANA, DATED December 19TH, 1924 AND RECORDED IN BOOK 545, PAGE 55 OF DEEDS, WHICH POINT IS 125 FEET NORTH OF THE POINT OF INTERSECTION OF SAID LINE WITH THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET); RUNNING THENCE WESTERLY PARALLEL WITH THE NORTH LINE OF EIGHTH STREET 125 FFET TO THE TRUE POINT OF BEGINNING; THENCE NORTHERLY PARALLEL WITH THE WESTERLY LINE OF SAID ARTESIA STREET 46 FEET; THENCE EASTERLY PARALLEL WITH THE NORTHERLY LINE OF EIGHTH STREET 125 FEET TO THE WESTERLY LINE OF SAID ARTESIA STREET; THENCE NORTHERLY ALONG SAID WESTERLY LINE 138 FEET MORE OR LESS TO THE SOUTH LINE OF THE LAND CONVEYED TO DEBORAH CARTER TRUMAN BY DEED RECORDED De[etMber 3RD, 1924 IN BOOK 552, PAGE 227 OF DEEDS; THENCE 'WESTERLY ALONG SAID SOUTH LINE 12.5 FEET; THENCE NORTHERLY PARALLEL TO THE SAID WEST LINE OF ARTESIA STREET 46 FEET' THENCE WEST PARALLEL TO THE NORTH LINE OF EIG14TH STREET 271.6 FEET TO THE NORTH-WEST CORNER OF THE LAND CONVEYED TO BENMAMIN WALKER AND WIFE BY DEED RECORDED MAY IRTH, 1923 IN BOOT: 473, PAGE 73 OF HEEDS; THENCE SOUTH ALONG THE WEST LINE OF THE LAND CONVEYED TO BENMAMIN WALKER AND WIFE BY SAID DEED 230 FEET TO A POINT 125 FELT NORTH OF THE NORTH LINE OF EIGHTH STREET; THENCE EAST PARALLEL WITH SAID NORTH LINE OF EIGHTH STREET, 271.6 FEETTO THE TRUE POINT OF BEGINNING. EXCEPTING THEREFROM ANY PORTION OF SAID LAND LYING WITHIN TRACT NO, 521, A5 SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 32 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA. PARCEL E: PARCEL 1: BEGINNING AT A POINT IN THE CENTER OF ARTESIA STREET, 380 FEET NORTH OF THE INTERSECTION WITH THE CENTER LINE OF HICKEY STREET, RUNNING THENCE WEST PARALLEL WITH THE CENTER LINE OF HICKEY STREET, 832.39 FEET, MORE OR LESS, TO LAND CONVEYED TO J. H. YOUNG BY DEED RECORDED December 10, 1903 IN BOOK 90, PAGE t98 OF DEEDS; THENCE NORTH 318 FELT, MORE OR LESS, TO THE NORTHEAST CORNER OF SAID YOUNG'S LAND; THENCE EAST 542.52 FEET; THENCE SOUTH 292.71 FEET; THENCE EAST 289.87 FEETTO THE CENTER LINE OF ARTESIA STREET; THENCE SOUTH 25.89 FEET, 40RE OR LESS, TO THE POINT OF BEGINNING. Site ND I A03009C i El Savadur Park Site Address: 1825 Civic Center Drive West, Santa Ana, CA 92703 Page 12 of 23 Page 40 of 107 PARCEL2; BEGINNING A" A POINT 36.90 CHAINS WEST OF THE EAST LINE OF SECTION 11, TOWNSHIP S SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN AND 6.165 CHAINS NORTH OF THE NORTH LINE OF THE CHAVES ALLOTMENT IN THE RANCHO SANTIAGO DE SANTA ANA, SAID POINT BEING IN THE CENTER OF ARTESIA STREET AND RUNNING THENCE WEST 4.392 CHAINS; THENCE, NORTH 4.435 CHAINS TO THE LAND NOW OR FORMERLY OWNED BY BEN FALLERT; TH ENCE EAST 4.392 CHAINS TO THE CENTER OF ARTESIA STREET AND THENCE SOUTH 4.435 CHAINS TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION INCLUDED IN LOTS F AND G AND LOTS 12, 13, 15 AND 16 OF TRACT NO. 521, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 32 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. ALSO EXCEPTING THEREFROM THAT PORTION OF PARCEL 2 NOW SUBDIVIDED AS LOT 14 OF SAID TRACT NO. 521, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 32 OF MISCELLANEOUS MAPS, Site No: LA03009C 1 El Savador Park Sile Address: 1825 Civic Center Drive West, Santa Ma, CA 92703 Page 13 of23 Page 41 of 107 RECORDS OF SAID ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM! THAT PORTION OF SAID LAND CONVEYED TO THE SANTA ANA UNIFIED SCHOOL DISTRICT IN THE DEED RECORDED January 29, 1973 AS INSTRUMENT NO. 23M IN BOOK 10533, PAGE 194 OF OFFICIAL RECORDS. PARCEL F: THE NORTH 145 FEET OF THAT AORMN OF THE SOUTHWEST QLMnR OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 10 WEST, S.B.B.&M., DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 1N THE NORTH LINE OF WEST EIGHTH STREET 602.4 FELT" WEST OF THE POINT OF INTERSECTION OF SAID LINE WITH THE WEST LINE OF ARTESIA STREET, AS IT EXISTED PRIOR TO September 1ST, 1924, RUNNING THENCE WEST 130.8 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET L30.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET TO THE POINT OF BEGINNING. PARCEL. G: THAT PORTION OF THE JACOB ROSS ALLOTMENT, DESCRIBED AS FOLLOWS: BEGINNING 803.2 FEET WEST OF THE INTERSECTION OF THE WEST LINE OF ARTESIA STREET WITH THE NORTH LINE OF HICILEY STREET, AS SAID ARTESIA STREET EXISTED PRIOR To Sepbember 1, 1924, BEING 50 FEET IN WIDTH; RUNNING THENCE EAST ALONG THE NORTH LINE OF HICKEY STREET 70 FEET TO A POINT; THENCE NORTH PARALLEL TO ARTESIA STREET 355 FEET TO POINT; THENCE WEST PARALLEL WITH THE NORTH LINE OF HICKEY STREET, 70 FEET TO A POINT; THENCE SOUTH 355 FEETTO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION OF SAID LAND CONVEYED TO THE SANTA ANA UNIFIED SCHOOL DISTRICT' IN THE DEED RECORDED January 29, 1973 AS INSTRUMENT NO. 23886 IN BOOK 10533, PAGE 194 OF OFFICIAL RECORDS. PARCEL H THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 11, IN TOWNSHIP 5 SOUTH, RANGE 10 WFST, SAN BERNARDINO BASE AND MERIDIAN, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS; BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET 602,4 FEET WEST OF THE POINT OF INTERSECTION OF SAID LINE WITH THE WEST LINE OF ARTESIA STREET, AS IT EXISTED PRIOR TO September 1,1924; RUNNING THENCE WEST 13D.8 FEET THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET, 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET TO THE POINT OF BEGINNING; EXCEPTING THEREFROM THE EAST 75 FEET TO THE SOUTH 150 FEET, ALSO EXCEPTING THEREFROM THE SOUTH 125 FEET THEREOF; ALSO EXCEPTING THEREFROM THE NORTH 145 FRET THEREOF, PARCEL I: THAT CERTAIN REAL PROPERTY IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE NORTH 25 FEET OF THE EAST 75 FEET OF THE SOUTH 150 FEET OF THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE ID WEST, S.B.B. & M., DESCRIBED AS FOLLOWS: Site No; LA03009C 1 El Savador Park Site Address: 1925 Civic Center Drive West, Santa Ana, CA 92703 Pagc 14 of 23 Page 42 of 107 BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET 602A FEET WEST OF THE POINT OF INTERSECTION OF SAID LINE WITH THE WEST LINE OF ARTESIA STREET, AS IT EXISTED WITH THE WEST LINE OF ARTESIA STREET, AS IT EXISTED PRIOR TO September IST,1924, RUNNING THENCE WEST 130.E FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 35S FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET TO THE POINT OF BEGINNING. PARCEL J ALL THAT REAL PROPERTY SITUATE IN THE CITY OF SAWA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: COMMENCING ON THE NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, AT A POINT 4DI.45 FEET WEST OF THE INTERSECTION OF SAID HICKEY STREET, NOW EIGHTH STREET, WITH THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET" EXISTED PRIOR TO Septiember 1, 1924; RUNNING THENCE WEST ON SAID NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, 200.8 FEET, THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 355 FEET; THENCE EAST 200.8 FEET; THENCE SOUTH 355 FEET TO THE: POINT OF BEGINNING; EXCEPTING THEREFROM THE EAST 50 FEET OF THE SOUTH 194 FEET THEREOF; ALSO EXCEPTING THEREFROM THE SOUITH 12S FEET OF THE WEST 150.8 FEET. PARCEL 2: THAT PORTION OF SECTION 11 IN TOWNSHIPS SOUTH, RANGE ID WEST, SAN BERNARDINO BASE AND MERIDIAN, IN SAID ORANGE 65AITY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE WEST LINE OF ARTESIA STREETAS SAID STREET WAS ESTABLISHING BY DEED TO THE C17Y OF SANTA ANA, DATED September 19, 1924, AND RECORDED October 17, 1924 IN. BOCK 545, PAGE 55, DEEDS, RECORDS OF SAID ORANGE COUNTY, SAID POINT BEING 125 FEET NORTH OF THE INTERSECTION OF SAID LINE WITH THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET); THENCE NORTHERLY ALONG SAID WEST LINE OF ARTESIA STREET 134 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE LAND CONVEYED TO DEBORAH CARTER TRUMAN BY DEED RECORDED Deeember 3,19241N 600K 552, PAGE 227, DEEDS, RECORDS OF SAID ORANGE COUNTY OF SAID ORANGE COUNTY; THENCE WESTERLY ALONG SAID SOUTH LINE 125 FEET; THENCE NORTHERLY PARALLEL TO THE SAID WEST LINE OF ARTESIA STREET, 46 FEET, THENCE WESTERLY PARALLEL TO THE NORTH LINE OF EIGHTH STREET, 271.6 FEETTO THE NORTHWEST CORNER OF THE LAND CONVEYED TO I3ENJAMIN WALKER AND WIFE BY DEED RECORDED MAY 18, 1923 IN BOOK 473, PAGE 73 OF SAID DEEDS; THENCE SOUTH ALONG THE WEST LINEOF THE LAND CONVEYED TO BFNJAMTN WALKER AND WIFE, BY SAID DEED, 230 FEET TO A POINT 125 FEET NORTH OF THE NORTH LINE OF EIGHTH STREET; THENCE EAST AND PARALLEL WITH SAID !NORTH LINE OF EIGHTH STREET 396.6 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE EASTERLY 125 FEET. PARCEL K: THAT PORTION OF THE JACOB ROSE ALLOTMENT DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET, DISTANTTHEREON 677.4 FEET WEST OF THE INTERSECTION OF SAID NORTH LINE WITH THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO September 1, 1924, BEING 50 FEET IN WIDTH, AND RUNNING THENCE WEST ALONG THE SAID NORTH LINE OF EIGHTH STREET, 65.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 125 FEET; THENCE EAST PARALLEL WITH SAID NORTH LINE OF EIGHTH STREET, 65.8 FEET; THENCE SOUTH 125 FEET TO THE POINT OF BEGINNING. PARCEL L: THE EAST 50 fEET OF THE SOUTH 194 FEET OF THE FOLLOWING: Site No: LA03009C 1 EI Sarador Park Site Address: 1825 Civic Center Drive West, Santa Ana, CA 92703 Pagc 15 of 23 Page 43 of 107 THAT PORTION OF THE JACOB ROSS ALLOTMENT, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LIME OF HICKEY STREET; (NOW BTH STREET) 401.E FEET WEST OF THE INTERSECTION OF SAID NORTH LINE OF HICKEY STREET (NOW 8TH STREET) WITH THE WEST LIME OF ARTIESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO September 1, 1924, RUNNING THENCE WEST ON SAID NORTH LINE OF HICKEY STREET (NOW 8TH STREET) 200.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 355 FEET; THENCE EAST 200.8 FEET: THENCE SOUTH SOUTH 355 FEET TO THE POINT OF BEGINNING. PARCEL M: THAT PORTION OF THE 3ACOS ROSS ALLOTMENT BEGINNING AT A POINT IN THE NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, 300 FEET WEST OF THE INTERSECTION OF THE WEST LINE OF ARTESIA STREET WITH THE NORTH LINE OF HICKEY STREET, AS SAID STREETS, AS SAID STREETS EXISTED ON November 20, 1906; THENCE WEST ALONG THE NORTH LINE OF HICKEY STREET' 101.6 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 125 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF HICKEY STREET, 101.6 FEET; AND THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 125.00 FEET TO THE POINT OF BEGINNING. PARCEL N: THAT PORTION OF THE JACOB ROSS ALLOTMENT DESCRIBED AS FOLLOWS: BEGINNING ATTHE INTERSECTION OF THE NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, WITH THE WEST LINE OF ARTESIA STREET AS SAID ARTESIA STREET EXISTED PRIOR TO September 1ST 1924, BEING 50 FEET IN WIDTH; THENCE NORTH ON THE WEST LINE OF SAID ARTESIA STREET, 125 FEET; THENCE WEST PARALLEL WITH THE NORTH LINE OF HICKEY STREET, 100.4 FEET -To THE TRUE POINTOF BEGINNING; THENCE CONTINUING WEST PARALLEL WITH THE NORTH LINE OF HICKEY STREET, S0 FEET, THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESUA STREET, 125 FEET TO A POINT IN THE NORTH LINE OF HICKEY STREET, NOW EIGHTH; THENCE EAST ALONG SAID NORTH LINE, 50 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 125 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 0: THAT PORTION OF THE JACOB ROSS ALLOTMENT DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREE1)150A FEET WEST OF THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO September IST, 1924, BEING 50 FEET IN WIDTH; THENCE NORTH, PARALLEL WITH THE WEST LINE OF ARTESIA STREET 125 FEET TO THE NORTH LINE OF EIGHTH STREET; THENCE EAST ALONG THE NORTH LINE OF EIGHTH STREET, 88 FEET TO THE POINTOF BEGINNING. PARCEL P: THAT PORTION OF THE JACOB ROSS ALLOTMENT, DESCRIBED AS FOLLOWS: BEGINNING ATA POINT IN THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET) 238A FEET WEST OF THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIAN STREET EXISTED PRIOR TO September 1ST, 1924, BEING 50 FEET IN WIDTH; THENCE': NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 125 FEET; THENCE WEST PARALLEL WITH THE NORTH LINE OF EIGHTH STREET, 61.6 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 125 FEET TO THE NORTH UNE OF EIGHTH STREET; THENCE EAST ALONG THE NORTH LINE OF EIGHTH STREET, 61.6 FEETTO THE POINT OF BEGINNING. PARCEL Q. THE EAST 75 FEET OF THE SOUTH 125 FEET OF THE SOUTH M FEET OF THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION ELEVEN, TOWNSHIP FIVE SOUTH, RANGE TEN WEST, S.B.B.&M., AS DESCRIBED AS FOLLOWS: Site No: I.A03009C I F.l Savador Park Site Address: 1825 Civic Center Drive West. Santa Ana, CA 92703 Page 16 of23 Page 44 of 107 BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET, 602.4 FEET WEST OF THE POINT OF INTERSECTION OF SAID LINE WITH THE WEST LINE OF ARTESIA STREET AS IT EXISTED PRIOR TO September 1ST 1924; THENCE WEST 130.8 FEET, THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 35S FEET; THENCI: MT PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET, 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF WEST EIGHTH STREET, 130.8 FEET; THENCE SOUTH PARALLEL WITH THE: WEST LINE OF ARTESIA STREET, 355 FEET TO THE POINT OF BEGINNING. PARCEL R: THE SOUTH 125 FEET OF THE WEST ISO.$ FEET OF THE FOLLOWING: COMMENCING ON THE NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, AT A POINT 401.6 FEET WEST OF THE INTERSECTION OF SAID HICKEY STREET NOW EIGHTH STREET, WITH THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO Septernber 1, 1924, RUNNING THENCE WEST ON SAID NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, 20D.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 355 FEET; THENCE EAST 200.8 €EET; THENCE SOUTH 355 FEET TO THE POINT OF BEGINNING. End of Legal Description LESSOR INITIALS: LESSEE INITIALS: Site No; I .A03009C I El Savador Park Site Address: 1825 Civv Center Drive West, Santa Ana, CA 92703 Fa9c 17 of23 Page 45 of 107 EXHIBIT B LEGAL DESCRIPTION OF THE PREMISES SITE PLANS/ DESCRIPTIVE RENDERINGS However, it is expressly agreed and understood by and between the LESSOR and LESSEE that the exact and precise location of the LESSEE's Facilities are subject to review and 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 "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 LESSEE to reflect the final engineering design. An amended Exhibit "B" (if necessary) will be provided by the LESSEE and attached to the lease in place of the existing Exhibit "B", a copy of which will be provided to the LESSOR for review prior to being incorporated into the Agreement_ LESSOR INITIALS: LESSEE INITIALS: Sift No: IA03009C / EI Savador Park Page 18 o r 23 Site Address: 1925 Civic Center Drive West, Santa An% CA 92703 Page 46 of 107 c` • u Q !-.y ncc7 j I�h M � E H cc d s 7 � Q U 99 �d Page 47 of 107 Qpama N U Page 48 of 107 � s w I Page 49 of 107 i4 4fit ,Jfx. F C 3 R k' s t 8 i M ; mpg _ yy� V i - $a g ;all fill i iaE1 i 11 i1 it Pell I y 1! o a809oeo0 oa oaao0 aoo®@ (&*o Q Page 50 of 107 M $ cc �� En ° M $ CL ►4 i ^8 Wie lip e ?Ira g go all V qq kJIM I I F, ARD1 ik g {; t � 41 1 gb 1 � a k k $ 9 f gill � 4� Im IN �i� Op ell ell Page 51 of 107 7 x ■ tiJ ` 0 flight V T 1111!111MI, Ir $ 0 �W r Q G a *� ..J lu Page 52 of 107 m s ■ _'� cc o LLI N lit ,a3 Ilia f J W r g of s s 95 R Page 53 of 107 V. va a cr U NU P mig OM-9 PINE t. ;4P }g a W52 . I pt. 4 (Rol$ Ili 15 1 @e 5Jjx R a 5 4 101 AM m I it is I ji .I jilt oa o e aoo 0 0 o a o oQ o (E) Page 54 of 107 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 Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative Sito No: LA03009C 1 El Savador Park Pagc 19 of 23 Site Address: t825 Civic Center Privc Wcst, Santa Ana, CA 92703 Page 55 of 107 EXHIBIT n PROPERTY SPECIFIC ACCESS RULESIREGULATIONS 1. LESSOR shall have the unilateral right and privilege to undertake all normal 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 be 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 he 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. Sit No, LA03009C J El Savador Park Page 26 of 23 Sit: Address: 1825 Civic Center Drive Wcst, Santa Ana, CA 92703 Page 56 of 107 EXHIBIT E CONTACT INFORMATION: LESSOR'S TECHNICAL CONTACTS: Name: City of Santa Ana Administrative Services Address: 888 W. Santa Ana Blvd., 2rd Floor, (P.O. Box 1988) Santa Ana, CA 92702 Daytime Phone No.: 714-571-4220 Facsimile No.: 714-571-4209 24-Hour Contact NIA No.: Dispatch Center: NIA 2. ATS Communications Tony Ingegneri 22651 Lambert Street, Suite 101 A Lake Forest, CA 92630 Phone: Facsimile: LESSEE'S TECHNICAL CONTACTS: Name: Operations Center Address: Daytime Phone No.: Facsimile No.: 24-Hour Contact No.: Dispatch Center: She Wn. LA03009C 1 El 5avador Park Page 21 of 23 Sile Addiess: 1925 Civic Center give West, Santa Ana, CA 92703 Page 57 of 107 EXHIBIT F MEMORANDUM OF LAND LEASE AGREEMENT THIS MEMORANDUM OF LAND LEASE AGREEMENT is made and entered into as of , 2008 by and between City of Santa Ana, 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. ("Lessee"). WITNES SETH: 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 Ana commonly known as 1825 Civic Center Drive West, Santa Ana, CA, 92703, 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 , 200_, and incorporated herein by reference (the "Agreement") for an initial term 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 for grant of non- exclusive right of 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. LESSEE: Omnipoint Communications, Inc, a subsidiary of T-Mobile 1JSA, Inc. By: CHRISTOPHER ELDRIDGE Regional Development Director LESSOR: City of Santa Ana By: — Title: Address 20 Civic Centsr Plaza (M-29), P.O. Box 1998, Santa Ana, California 92702 [FORM DOCUMENT, PLEASE INMAL ONLY - NOT FOR EXECUTION] Owner Initials Lessee Initials Site No: IA03009C IEI savedot Park Page 22 of23 Site Address: 1325 Civic Center Drive West, Santa Ana, CA 92703 Page 58 of 107 EXHIBIT G RENT MONIES DEPOSIT DIRECTIONS Please have the remittances sent to the following address: Pacific Southwest Realty Services Attn: Mary F. Nauert 8840 Complex Drive, Suite 101 San Diego, CA 92123 Account Name Pacific Southwest realty Services ITF 1 ATS Communications -Municipal L.ockho: Account Account Number 2460052935 Bank Contact Name Mary F. Nauert mnauert@psrs.eom Phone# 858-522-1420 FAX# 858-514.2105 Owner Initials Lessee Initials Site No: LA030W I El Savador Part Site Address: 1825 Civic Center Drive West, Santa Pura, CA'92703 Page 23 of 23 Page 59 of 107 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: T-Mobile USA, Inc. 12920 SE 386 Street Bellevue, WA 98006 Attn: PCS Lease Administrator Site # LA03009C MEMORANDUM OF LAND LEASE AGREEMENT This Memorandum of Agreement is entered into on this day of , 2008, by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, with an office at 20 Civic Center Plaza (M-29), P.O. Box 1988, Santa Ana, California 92702 (hereinafter referred to as "Lessor"), and Omnipoint Communications Inc., a subsidiary of T-Mobile USA, Inc., a Delaware corporation, with an office at 12920 SE 30 Street Bellevue, WA 98006 (hereinafter referred to as "Lessee"). W,11QW3I&14 That Lessor hereby leases to Lessee and Lessee hereby leases from Lessor a portion of that certain real property (the "Property l in the State of California, County of Orange, City of Santa Ana commonly known as 1825 Civic Center Drive West, Santa Ana CA, 92703, a legal description of which is shown in Exhi it 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 , 2008, and incorporated herein by reference (the "Agreement") for an initial term of ten (10) years, commencing on the Commencement Date, as defined is the Agreement, and three (3) subsequent optional extension terms of five (5) years each, pursuant to the terms of the Agreement. The Agreement provides for grant of non-exchtsive right ox way for rights of access to the Property and to electrical and telephone facilities serving the Property. Page 60 of 107 IN WITNESS WOOF, the parties have executed the Memoranda as of the day and year first abase written_ A ST: PA CIA E. HEALY /?'-Clerk of the Council APPROVED AS TO FORM: JOSEKIW.FLETCHER City Attorney By; LAU[tA SHEBDY Assistant City Atto CITY OF SANTA ANA DAVM N. REAM L City Manager LESSEE: O ranipoint Communications Inc., a subsidia o T-Mobile SA, Inc., a Delaware corporation By: Printed Name: CEMSTOP EMRWGE Its: _ Regional Development Director _ Date: ' Z I Approved as to rafut Tanga S. Dan CWPOrate Couns,; Page 61 of 107 EXHIBIT A LEGAL. DESCRIPTION OF THE PROPERTY All that certain real property located in the County of Orange, State of California, being more particularly described as follows: PARCEL A: ALL THAT REAL PROPERTY SMIATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRMM AS FOLLOWS: BEGINNING AT A POINT ON THE WEST LINE OF ARTESIA STREET, AS SAID LINE WAS ES'l"ABLISHED BY DEED RECORDED IN BOOK 545, PAGE 55 OF DEEDS Of ORANGE COUNTY CALIFORNIA, 217 FEET NORTH OF THE NORTH LINE OF HICKEY STREET (NOW EIGHTH STREET); THEN NORTH ALONG THE WEST LINE OF AFZTESIA STREET 92 FEET MORE OR LE,SSTO A POINT IN THE SOUTH LINE OFTHE LAND 03NVEYFD RY BENJAMIN WALKER AND WIFE TO DEBORAH CARTER TRUMAN BY DEED DATED November 5TH 1924 AND RECORDED December 3RD, 1924 IN BOOK 552, PAGE 227 OF DEEDS, RECORDS OF ORANGE COUNTY, CALIFORNIA; THENCE WEST ALONG THE SOi)TH LINE OF THE LAND SO CONVEYER TO DEBORAH CARTER TRUKAN AND THE EKTENSION THEREOF 245 FEET TO A POINT; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 92 FEET MORE OR LESS TO A POINT 217 FEET NORTH OF THE NORTH LINE OF ]-I CKEY STREET (NOW ENGLISH STREET); THENCE EAST PARALLEL TO THE NORTH LINE OF HICKEY STREET (NOW EIGHTH STREET) 245 FEET MORE OR LESS TO THE POINT OF BEGINNING PARCEL B: ALL THAT REAL PROPERTY SITUATED IN THE CITY OF SANTA ANA, ODLINTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: BEGINNING ATA POINT IN THE WEST LINE OF FAIRLAWN STREET, ASSHOWN ON MAP OF THE FAIRIAWH PART{ TRACT, RECORDED IN BOOK 4, PAGE 46 OF MISGELLANEOIJS MAPS, REMRDS OF ORANG; COUNTY, CALIFORNIA, IF SAID STREET WAS E)CTENDED NORTHERLY,125 FEET FROM THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET)SAM POINT BEING IN THE NORTH LINE OFTHE LAND COWEYEDTO WALTER G. DAVIS AND WIFE, BY DEED RECORDED AUGUST 24TH,1923 IN BOOK 486 PAGE 104 OF DEEDS OF ORANGE COUNTY; THENCE WEST PARALLEL WITH THE NORTH LINE OF SAID 6iC TH STREET 101.5 FEET; THENCE NORTH 184 FEET; THENCE EAST PARALLEL WITH THE SAID NORTH LINE OF EIGHTH STREET 101.5 FIST TO A POINT IN THE SAID LAST LINE OF FAIRL AWN STREET, IF EXTENDED, THENCE SOUTH ALONG THE WEST LINE 184 FEEL TO THE POINT OF BEGINNING. AL.50 A RIGHT OF WAY OVER A STRIP OF LAND 25 FEET WITS IMMEDIATELY ADJOINING THE ABOVE DESCRIBED LAND ON THE EAST FOR STREET PURPOSES. LL'i4XIF; BEGINNING AT A POINT WHICH IS 401.6 FEET WEST OF THE WEST LINE OF ARTESIA STREET (A5 SAID ARTESIA STREET EXISTED PRIORTO September IS T,1924, BEV4G 50 FEErWIDE) AND 355 NORTH OFTFE NORTH TINE OF HICKEY STREET, THENCE EAST ON A LINE PARALLEL WITH T14E NORTH LINE OF HICKEY STREET A DISTANCE OF 100.5 FEET, THENCE SOUTH ON A LINE PARALLEL WITH THE VII= LINE OF ARTESIA STREET, A DISTANCE OF46 BEET; THENCE WESTON ALINE PARALLEL WITH THE NORTH LINE OF HICKEY STREET A DISTANCE OF 100S FEET; THENCE NORTH ON A LINE PARALLEL WITH THE WEST LINE OF ARTE51A STREET' A DISTANCE: OF 46 FEET TO THE POINT OF BEGINNING. Page 62 of 107 PARCEL C: BEGINNING AT A POINT 125 FEET !NORTH OF THE INTERSEC iION OF THE CENTER LINE OF FAIRL0.WN MEEY AND THE NORTH UNE OF EIGHTH SMT T (FORMERLY HI YSFREET1 SAID POINT BEING IN THE NORTH LINE OF THE LAND CONVEYED TO G A. DEMETRIOU APrii 22ND ?Y DEED RECDRDED IN BOOK 423, PAGE 16 OF DEEDS OF ORANGE COUNTY; THENCE MOR H ALONG THE SAID CFJV1'ER LINE OF FAIRLAWN STTREE T , AS SHOWN ON A MAP OF FAIREAWN PARK TRACT RECORDED IN BOOK 4, PAGE Fib OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, IF THE SAME WERE PROJECTED, 230 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF EIGHTH STREET,14ZA FEET, I+1ORE CR LESS TO D-tE NORTH-WEST CORNER OF THE LAND CONVEYED TO F. H. LINDEN AN13WIFESY DEED RECORDED MAY 17TH, 1929 IN BOOK 278, PAGE JD2 OF OFFICIAL RECORDS; THENCE SOUTH ALONG THE WEST LINE OF THE LAND ODWEYED TO LINDEN AND WIFE AND ITS SOLFfHERLY EXTENSION 170 1 HE NORTH-WEST CORNER OF THE LAND CONVEYED TOL, F, GOFFMAN, AND OTHERS, BY DEED RECORDED emmbee II.TH, 1929 IN BOOK 335, PAGE 144 OF OFFICIAL RECORDS; THENCE SQ1Urr H ALONG THE WEST LINE OF THE LAND SO CONVEYED To THE S01UTH-WnT CORNER THEREOF; THENCE (WEST ON THE NORTH LINE OF SAID D EMETRIOU LAND AND PARALLEL TO THE NOKI H LINE OF SAID EIGHTH STREET 142.4 FEETTOT[HE POINT OF BEGINNING. PARCEL D: ALLTHAT REAL PROPER7Y S2TUA7UD IN THE CITY OF SANTA AiNA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A RGIAT ON THE VILEST LLNE OF ARTESIA STREET AS SAID STREET WAS ESTABLISHED BY DEEDTO THE CITY OF 5ANTA ANA, DATED December ITM, 1924 AND RECORDED IN 1300K 545, PAGE 55 OF DEEDS, WHICH POINT IS 125 FEET NORTH OF THE POINT OF INTERSECTION OF SAID LIME WITH THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET); RUNNING THENCE WESTERLY PARALLEL WITH THE NORTH LINE OF EIGHTH STREET 125 FEET" TO THE TRUE POINT 4F BEGINNING; THENCE kRTHERLY PARALLEL WrM THE WESTERLY LINE CIF SAID ARTESIA STREET 46 FEET, THENCE FAST-EMY PARALLEL WITH THE NORTHERLY LINE OF EIGHTH STREET 125 FEET TO THE WESTERLY LINE OF SAID APTESIA STIFET; THENCE NORTHERLY ALONG SAID WFSTFRLY LINE L38 Ith r MORE OR LESS 70 THE SOUTH LINE OF THE LAND CONVEYED TODEBORA4CARTER TRUMAN BY DEED RECORDED Dec after 3RD, 1924 IN BOOK S52, PAGE 2V OF DEEDS; THENCE WESTERLY ALONG SMD SOUTH LINE 125 FEET, THENCE NORTHERLY PARALLEL TO THE SAID WEST LINE OF ARTMA STREET 46 FEET; THENCE WEST PARALLEL TO THE NORTH LINE OF EIGHTH STREET 271.5 FEETTO THE NORTH-WEST CORNER OF THE LAND CONVEYED TO BENMAMIN WALKS-R AND WIFE BY DEED RECORDED MAY 18TH,192.3IN BOOK 473, PACE 73 OF DEEDS; TFfEHC E SOUTH ALONG THE WEST LINE OF THE IANL3 CONVEYED TO BENMAMIN WALKER AND WIFE BY SAID DEED 230 FEET TO A POINT 125 FEET NORTH OFTHE TNOKTH LINE OF EIGHTH STREET; THENCE EAST PARALLEL WITH SAIL? NORTH LINE OF EIGHTH STREET, 271.6 FEETTO THE TRUE POINT CIF BEGINNING, EXCEPTING THEREFROM ANY PORTION OF SAID LAND LYING WITHIN TRACT NO. 521, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 32 OF MI9CELLAlNEOUS MAPS, RECORDS OF SAID 0AANGE COUNTY, CAL.IFORNIA_ - i'4 wa PARCEL P BEGINNING AT A POINT IN THE CENTER OF ARTESIA S'Tf ET, 380 FEET WORTH OF THE INTERSECTION WITH THE CENTER LINE OF HICKEY S RE17r, RUNNING THEACEWEST PARALLEL WITH THE C CENTER LINE OF HIO(EY STREET, 832.39 FEET, It';4RE OR LESS, TO LAND CONVEYED TO J. H, YOUNG BY DEED REOORDED December W, 1903 IN BOCK 98, PAGE 190 OF DEEDS; THENCE NORTH 318 FEET, MORE OR LESS,TO THIElNORTH5AST CORNER OF SAID YOUNG'S LAND; THENCE EAST 542.52 FEET THENCE SOUTH 292,71 FEET, THENCE EAST289.87 FEETT7THE CENTER LINE OF ARTESIA STREET; THENCE SOUTH26,89 FEET, MORE OR LESS, 70THE POINT OF BFGINNINC. Page 63 of 107 PARCEL 2: 8E3INNING AT A €'DINT 36.9C1 CHAINS WEST OF THE EAST LINE OF SECTION 11, TOWNSHIP S SWTH, RANGE 10 WEST, SAN BERNARDIND aASE AND MERIDIAN AND 6.165 CHAINS N()M OFT IE NORTH LINE OF THE CHAVES ALLOTMENT IN THE RANCHO SANTIAGO DE SANTA ANA, SAID POINT BEING IN THE CENTER OF ARIT'ESITA STREET AND RUNNING THENCE WEST 4.392 CHAINS; THENCE, NORTH 4.43S C HPD S TO THE LAND NOW OR FORMERLY OWNED BY DEN FALLERT; THENCE EA574,392 CHMNSTO THE CENTER OF ARTESIA STREET AND THENCE SOUTH 4.435 CHAINS TO THE POINT OF BESINMING, EXCEPTING TliE3ui:RC}M THAT PORTION 1NCLWED IN LCSFS F AND G AND LOTS 12, 13, 15 AND 16 OF TRACT NO.521, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 23, PAGE 32 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. ALSO EXCEPTING THEREFROM THAT POF HON OF PARCEL 2 NOW SUBDIVIDED AS LOT 14 OF SAID TRACT NO. 521, AS SHOWN ON A NAP THEREOF RECORDED IN BOOK 23, PAGE 32 OF MISCELLANEOUS MAPS, Page 64 of 107 RECORDS OF SAID OR"E. COLWTY, CAI.IFORNIA. EXCEPTING THEREFROM THAT PORTKIN OF SAID LAND CONVEYED70 THE SANTA ANA UNIFIED SCHOOL OL DISTRICT IN THE DEED RECORDED January 29, 1973 AS INSTRUMENT NO. 23B% IN BOOK 10533, PAL" 194 OF OFfl£IAL R5CORDS. PARCEL F: THE NORTH 145 FEET OF THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 10 WEST, S.B.B.&M, DESCIUBED AS FOLLOWS; BEGINNING AT A POINT IN`fHE NORTH LINE OF WEST E. HTH SIRE ET 602A FEET WEST OF THE POINT OF NTERSECTION OF SAID LINE WITH THE WE57r LINE OF ARTESIA STREET, AS IT SaSTED PRIOR TO Steer 1ST, 2924, RUNNING THEKE WEST IW.B FEET; THENCE NORTH PARALLEL WITH THE WEST LINE CtF ARTESIA STiiEET 355 FEET; THENCE EAST PARALLEL. WITH THE NORTH LINE OF WEST EIGHTH STREET 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEETTO THE POINT OF BEGINNING. PARCEL G: THAT PORTION OF 7HFE JACOEI ROSS ALLOTMENT, DESCRIBED AS FOLLOWS: BEGINNING 8032 FEET WEST OF THE SON OF THE WEST LINEQF ARTESIA STREET WITH THE NORTH LINE OF HIC KEYST RELT, AS SAID ARI W STREET EXISTED MIURTQ September 1,1924, BEING 50 FEET IN WIDTH; RUNNING THENCE EAST ALONG THE NORTH LINE OF HICKEY STREET 70 FEETTO A PRINT; THENCE NORTH PARALLEL TD ARTESIA STREET 355 FEET TO A PONr; THENCE WEST PARALLEL. WITH THE NORTH LINE OFHICKEY STREET, 70 FEETTOA POINT; THENCESOUTH 355 FEETMTHEPOINT OF BEGINNTING. EXCEPTING THEREFROM THAT PORTION OF SAID LJAND CONVEYED TO TFIE SANTA ANA UNIFIED SCHOOL DISTRICT IN THE DEED RECORDED Jaftuary 29, 1973 AS INSTRUMENT NO.23886 IN BOOK 10533, PAGE 294 OF OFFICIAL RECORD& PARCEL. H; THAT PORTION OFTHE SOU TH►8iE5TQUARTER OF SECTTON 11, IN TOWNSHIP 5 SOUTH, RANGE 10 WE&7, SAW BERNIAFRDINO BASE AND hJtIDIAN, COUNTY OF ORANGE, STATE OF CALIMRNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE Of WESSr EIGHTH Sff?.EET 6t12.4 FEET WEST OF THE POINT OF INTERSECTION OF SAID LINE WlTN THE WEST LINE OF ARTESIA STREET, AS IT EXISTED PRIOR TO September 1,1924, RUNNING THENCE WEST 130.8 FEETTHENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET; THENCE E`Asr PARi4LLELWMM THE NORTH LINE OF WEST EIGHTH STREET, 130.8 FEET; THENCE SOUTH PARALLEL WTTHTHE WEST LINE OFARTESIA STREET 355 FEET70THE POINT OF BECs`iNNINLG,` EXCEPTING THEREFROM THE EAST 75 FEET To THE SOUTH 150 FEET; ALSO EXCEPTING THEREFROM THE SOUTH 125 F aT THEREOR, ALSO EXCEPTING THEREFROM THE NORTH 145 FEET THEREOF. PARCEL I: THAT CERTAIN REAL PROPMW IN THE CITY OF SANTA ANA, ODUNTTY OF ORANGE, STATE OF O L.IFORNtIA, DESCRIBED AS FOLLOWS, THE NORTH 25 FEEF OF THE FIST 75 FEET OF THE SOUTH 15D FEET' OF THE FOLLOWING LNG DESCRIBED PROPERTY: THAT PORTION OF THE SOUTHWEST QUARTER OF- SECTION 11, TOWNSHIP 5 SOUTH, RANGE 14 Yf M, S.B.B. & M., DESCRIBED AS FOLLOWS: Page 65 of 107 BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET 602.4 FEET WEST OF THE POINT OF INTERSECTION OF SAID LINE WTTH THE WEST LINE OF ARTESIA STREET, AS IT EXISTED WITH THE WEST LINE OF ARTESIA STREET, AS TT EXISTED PRIOR TO September 1ST,1924, RUNNINGTHENCE WEST 130.8 FEET; THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET 1308 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET TO THE POINT OF BEGINNING. PARCEL J: ALL THAT REAL PROPERTY SITUATE IN THE CITY OF SJWTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: COMMENCING ON THE NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, AT A POINT 401.6 FEET WEST OF THE INTERSECTION OF SAID HICKEY STREET, NOW EIGHTH STREET, WITH THE WESTLINE OF ARTESIA STREET, AS SAID ARTESIA STREET EKISFED PRIOR TO September 1, 1924; RUNNING THENCE WEST ON SAID NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, 200.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 355 FEET; THEME EAST 200.8 FEET; THENCE SOUTH 355 FEET TO THE POINT OF BEGINNING; EXCEPTING THEREFROM THE EAST 50 FEET OF THE SOUTH 194 FEET THEREOF; ALSO EXCEPTING THEREFROM THE SOUTH 125 FEET OF THE WEST 150.8 FEET. PARCEL 2: THAT PORTION OF SECTION 11, IN TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN SAID ORANGE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE WEST LINE OF ARTESIA STREET AS SAID STREET WAS ESTABLISHING BY DEED TO THE CITY OF SANTA ANA, DATED September 19, 1924, AND RECORDED October 17, 1924 IN. BOOK 545, PAGE 55, DEEDS, RECORDS OF SAID ORANGE COUNTY, SAID POINT BEING 125 FEETNORTH OF THE INTERSECTION OF SAID LINE WITH THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET); THEME NORTHERLY ALONG SAID WEST LINE OF ARTESIA STREET 134 FEET, MORE OR LESS, TO THE SOUTH LINE OF THE LAND CONVEYED TO DEBORAH CARTER TRUMAN BY DEED RECORDED December 3, 1924IN BOOK 552, PAGE 227, DEEDS, RECORDS OF SAID ORANGE COUNTY OF SAID ORANGE COUNTY; THENCE WESTERLY ALONG SAID SOUTH LINE 125 FEET; THENCE NORTHERLY PARALLEL TO THE SAID WEST LINE OF ARTESIA STREET, 46 FEET, THENCE WESTERLY PARALLEL TO THE NORTH LINE OF EIGHTH STREET, 271.6 FEET TO THE NORTHWESTCORNER OF THE LAND CONVEYED TO BENJAKN WALKER AND WIFE BY DEED RECORDED MAY 18, 1923 IN BOOK 473, PAGE 73 OF SAID DEEDS; THENCE SOUTH ALONG THE WEST LINE OF THE LAND CONVEYED TO BENJAMIN WALKER AND WIFE, BY SAID DEED, 230 FEET TO A POINT 125 FEET NORTH OFTHE NORTH LINE OF EIGHTH STREET; THENCE EAST AND PARALLEL WITH SAID NORTH LINE OF EIGHTH STREET 396.6 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE EASTERLY 125 FEET. PARCEL K: THAT PORTION OF THE JACOB ROSE ALLOTMENT DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF WEST EIGHTH STREET, DISTANTTHEREON 677.4 FEET WEST OF THE INTERSECTION OF SAID NORTH LINE WITH THE WEST LINE OF ARTESIA STREET, AS SAID ARTESIA STREET EXISTED PRIOR TO September 1, 1924, BEING 50 FEET IN WIDTH, AND RUNNING THENCE WEST ALONG THE SAID NORTH LINE OF EIGHTH STREET, 65.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA STREET, 125 FEET; THENCE EAST PARALLEL WITH SAID NORTH LINE OF EIGHTH STREET, 65.8 FEET; THENCE SOUTH 125 FEET TO THE POINT OF BEGINNING. PARCEL L: THE EAST 50 FEET OF THE SOUTH 194 FEET OF THE FOLLOWING: Page 66 of 107 THAT PORTION OF THE JACOB ROW ALLOTMENT, DESCRID® AS FOLLMS: CQbIIANCM AT A PC4NT ON THE NORTH LINE OF HIO(EY ST REbT, (NOW M STREET) 401.6 FFET WEST OF THE SON OF SAID NORTH H LINE OF HICKEY STREET (NOW S H STREET) WITH THE WEST LINE OF ARTESIA STREET, A5 SAID ARTESIA STREET EXISTED PRIOR TO Sepber ber 1 1924, �G THENCE WEST ON SAID NORTH LINE OF HICKEY STREET (NOW M20D,8 FEE7�, THENCE NORTH PARALLEL iA(ITH SAID WEST LINE OF ARTESIA STREET, 355 FEET, TH FAST 2D0.8 FEET, THENCE SOUTH SOUTH 3SS FEET TO THE POINT OF BEGMMNG. PARCEL M* THAT P'ORTTON tOFTHE JACOB RM ALLOTMEWT BEGINNINI6 ATA POINT IN THE NORTH LINE OF H10V STREET, NOW EIGHTH STREET, 3DD FEET WEST OF 714E INTERSECTION OF THE WEST LIME OF ARTESIA STREET WITH THE NORTH LINE OF H7OTY PRFET, AS SAID STREETS, AS SAID STREETS E70S ON November 20, 1906: THENCE TEST ALONG THE NORTH LINE OF HICKEY STREET 101,E FEET, THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, IFS FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF K-0" STREET, 101.6 FEET; AND THENCE SOUTH PARRALLE. WITH THE WEST LINE OF ARTESIA STREET 12S.00 FEET TO THE POINT OF BMNNINC% BEGINNINIG ATTHE INTERSECTION OF THE NORTH UNE OF HICKEY STREET, M W EIGHTH STREET, WITH THE WEST LINE OFARTESIA STREET, AS SAID ARTESIA STREET E US IED PRIORTO September 1ST 1924 BEING 50 FEET IN WIDTH, THENCE NORTH ON THE WEST LINE OF SAM AJRTESIA STREET M FEE?; THENCE WEST PARALLEL WITH THE NORTH LINE OF HICKEY STREET, 100.4 FEEiTO THETia POINTDF BEGINNING; THENCE CDNTINLIING WESTP,ARALLEL WITH 771E NORTH LINE OF HICKEY STRT;ET, 50 FEEL, THENCE SOUTH PARALLEL WITH THE WEST LAVE OF ARTESIA STREET, 125 FEET TO A POWF IN THE NORTH LINE OF HICKEY STREET, NOW ErG HTH, THENCE FAST ALONG SAID FORTH LINE, 50 FEET - THENCE NORTH PARALLEL. WITH THE WEST LINE OF ARTESIA aSr�,12S Fl7FTT0 THE7FWE POWT`4 9I;GIf+9+1TNG. THAT PORTION OF THE 1AC08 RO5S ALLOTMENT AEMOA AS FOLLOWS: BEGINNING AT A POINT IN THE: NORTH LINE OF EIGHTH STREET (FORMERLY H-Oa<EY STREET)150.4 FEET' WEST OF THE WEST LINE OF ARTESIA STREET, AS SAI D ARTESIA STREET E aSTED PRICK TO 5eptern ber IST, 1924 BEING 50 FEET IN WIDTH; THENCE NORTH, PARALLEL WITH THE WEST LINE QF ARTESIA STREET 1�S FEET TO THE NOWM LINE OF EIGHTH STREET, THENCE EAST ALONG THE NORTH LINE OF EIGHTH STREET, SR FEET TO THE POW OF BEGINNING_ PARCEL P: THAT PORTION OF THE JACOB ROSS ALLOTMENT, MSCRISED AS FMLCOS: BEGINNING ATA POINT IN THE NORTH LINE OF EIGHTH STREET (FORMERLY HICKEY STREET) 238.4 FEET WEST' OF Tea E WEST LINE OF ARTESIA 5i SET, AS SAID ARRWN STREW DaSTED PRIOR TO September IST, 1924, BEING 50 FEET IN WIDTH; T7i� NORTH PARALLEL WITH THE VVEST LINE OF ARTESIA STREET, L25 FEET, THENCE VEST PARALLEL WITH THE NORTH LINE OF EIGHTH STREET, 61.6 FEET; 7HENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 125 FEETTO THE NORTH LINE OF EIGHTH STREET; THENCE E45TALONG THE NORTH LINE OF EIGHTH SfCREET, 6L6 FEECTO THE POINT OF BEGINNING. PARC1~1. Q: THE EAST 75 FEET OF THE SOUTH 125 FEET OF THE SOUTH 125 FEET OF THAT PORTION OF THE SOUTi-MST QUARTER Cr- SECTION ELEVEN, TOWNSHIP FIVE SOUTH, PANGE TEN Wr=ST, 9.S.13.&M-, AS DESCRIWZ AS FOLLOWS: Page 67 of 107 BEGINNING AT A POINT IN THE NORTH LINE CiF WEST EIGHTH STREET, 602-4 FEET WEST OF THE POINT 4F INTERSECTION OF SAID LINE WITH THE WEST LINE OF ARTESIA STREET AS IT E)(IST£D PRIOR TO Sep6amber 1S7 1924; THENCE WEST 130.8 FEET, THENCE NORTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET 355 FEET; THENCE EAST PARALLEL WITH THE NORTH LINE OF WEST EIGHTH STREET, IM.8 FEET; THENCE SOUTH PARALLEL. WITH THE WEST LINE OF WEST EIGHTH STREET, 130.8 FEET; THENCE SOUTH PARALLEL WITH THE WEST LINE OF ARTESIA STREET, 355 FEET TO THE POINT Or - BEGINNING. PARCEL R: THE SOUTH its FEET OF THE WEST 15OX FEET OF THE FOLLOWING: COMMENCING ON THE NORTH LINE OF HICKEY STREET, NOW IIGFFrH STREET, AT A POINT 401.6 FEET WEST OF THE INTERSECTION OF SAID HICKEY STREET NOW EIGHTH STREET, WITH THE WEST LINE OF ARTESIA STRlnET, AS SAID ARTESIA STREET EXISTED PRIOR TO September 1, 1924, RUNNING THENCE WEST ON SAID NORTH LINE OF HICKEY STREET, NOW EIGHTH STREET, 200.8 FEET; THENCE NORTH PARALLEL WITH SAID WEST LINE OF ARTESIA TMEET, .355 FEET; THENCE EAST 200.8 FEET; THENCE SOUTH 355 FEETTQ THE POINT OF BEGINNING. End of Legal. Description Also known as: El Salvador Park .Assessor's Parcel Number: 405-121-11 Page 68 of 107 RANA GEORGE AYVOU& Commisslori # 6627 Notary Public - Co8lfomlo Costa County y8 My Comm.mm. Expires Maya.,, 20 i g Pr3ae-i+�3a:'YSaaFti�avg . Ao;o the rnkrmatv76etb�vis•rf filesciiption of 2lt�iGW����mett� .4v T pe of >tfaerrt I3'at�i +�_ oZ-{7i7 �w�'��=�r'Phdra �fYt2[f ilboYBr �� 1 bY'Siglt�t�s3 1$f!�f'tD Cn� {j2,sS ��t,`'�ddY}i�i �Yii{$fai�9c�F fxf Nrsorr 1-Y i nllrr-W ii 1 subt6db6d to ttia ' Fft tnSlY�rrnert A I a.�naw`- .. ed to it:9 itt ex cufeel't se s rt�e m l?f ailthar d arxi,l�at�t Signature ) 0 �t�raer�t #he- �ersoxl �rP.s � � .upon, behalf �� .t th- Scat aF 2s�i€QFrtt � • 444 p lY,is Sltjtt� .. Nt�Ff ��'$�Efns $i9pW4417 ow.. LT l}rdlviBual �i��eY& Ala�ar Ci [orpciraYe--7€�Pg, Itnifrat C7�rateClFfGSP�'Fffe[s�: 0 Fartner C f jtt&!ti 6i l7 C3$t#E.'f Cf Ati�cn.ey in aCt d. Lj 6i li6raf iJ �T;& rE Sot L7 �rwiee Qr erb C T"Im To❑ d U-mmb E] Guardiafl Or CDr%brVktdr 0 C tsardi n ar servato 0 Other: . SlgrFet.IS Flepr�aserrting; Sinar Is RepreSePitirrg: ozom rum �,v �- • asa oo sem ave_ ao so+c zacr. c,+a�„,nr,; c.� ,�:sra2<a2-www�,,,;,,,,awa - gyw4 Item R4� i#eprda'. CaRTy14FcBv4?,G42rYrBdp7 Page 69 of 107 ALL-PURPOSECALIFORNIA e i r t'�c:._.i:'„+y �+t...ri ¢.;•;:=>d, R.C.ii., r] .:. �'.�_cik:�tq,.F�.RI:.�e, A.r,.=; .,. -J. State of California County of Qn befora me, awe alriasrt arn�MQ Tire rn irep lEicer ' Personally appeared raMt er Sor�er(al Who proved to me on the basis: of satisfactory evidence to be the peraon(s) whose name(s) Ware subscribed to the within instrument and acknowledged to we that Wshelthey executed the same In his/her/their authorized Mpaeity(ies). and that by histherRheir signatures) on the instrument the person(s), or the entity upon behalf of which Ehe.person.(i;) acted; executed the instrument. 1 certify under PENALTY OF PERJORY under the laws of the State of California that the foregoing paragraph is true and correct. WFT'NESS my hand and official seat. Puce NVa y 583! M&. Signature r� r /� /� / `�B�hueol NdBry R]bba OP i IVMM 4 Though the mfon"Wbn below 1$ nor."Effred by law, it may prove valuabfe to peke.$ relying on the docurnaht and oaadd prevent lrar d&0nt ramoi al and reartachment of this 101rri to another document, Description of Attached Owument Title :drType of Document: Document Date; Number of Pages-. Signers) Dtber Than Named Above- Capacfty(les) Claimed by Signer(s) Signer's Name: Signer's Name, 0 Individual 1 individual 0 Corporate Officer — Tjjje? sy ffic 1 Corporate Oer—Title(s): Partner—,D limited 0GeneralMMgMEMM� - Partner-0 t,imited G General 0 Attorney in Fact MWZ1111111111111 rL' Attorney in Fact ETrustee Tap of 1. urnb hereEl TOP Of Iht3mb Rare 7, Trustee Guardian br Conservatar C'' Guardian or Conservator Other: Other_ Signer is Representing: Signer Is Representing: ------------- &zOC7iPa47nel Nd3rY 5a5o�lFicn•9�`U Salo AVL.. PCkL2Z'CWt 1&4 GA 913i3PL,'�•wwwJ.lal,onaW irem -:. ._ �]'a9 >:ia07 neocdw:CeH Tptl-Flee 1-S0087rF5227 Page 70 of 107 EXHIBIT C Legal Description and Survey of the Premises TOWER LICENSE THAT PORTION OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF ENGLISH STREET AND WEST CIVIC CENTER DRIVE; THENCE SOUTH 890 34' 16" EAST, ALONG THE CENTERLINE OF WEST CIVIC CENTER DRIVE, 690.10 FEET; THENCE NORTH 000 25' 44" EAST, DEPARTING SAID CENTERLINE, 421.80 FEET; THENCE SOUTH 890 34' 16" EAST, 15.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 000 25' 44" EAST, 22.00 FEET; THENCE SOUTH 890 34' 16" EAST, 15.00 FEET; THENCE SOUTH 000 25' 44" WEST, 22.00 FEET; THENCE NORTH 89° 34' 16" WEST, 15.00 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 0.008 ACRES (330 SQUARE FEET) OF LAND MORE OR LESS. TOGETHER WITH THE FOLLOWING DESCRIBED AREA: COMMENCING AT THE CENTERLINE INTERSECTION OF ENGLISH STREET AND WEST CIVIC CENTER DRIVE; THENCE SOUTH 890 34' 16" EAST, ALONG THE CENTERLINE OF WEST CIVIC CENTER DRIVE, 690.10 FEET; THENCE NORTH 000 25' 44" EAST, DEPARTING SAID CENTERLINE, 421.80 FEET; THENCE SOUTH 890 34' 16" EAST, 15.00 FEET; THENCE NORTH 000 25' 44" EAST, 22.00 FEET; THENCE NORTH 030 05' 29" EAST, 26.55 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 000 25' 44" EAST, 10.00 FEET; THENCE SOUTH 890 34' 16" EAST, 10.00 FEET; THENCE SOUTH 000 25' 44" WEST, 10.00 FEET; THENCE NORTH 890 34' 16" WEST, 10.00 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 0.002 ACRES (100 SQUARE FEET) OF LAND MORE OR LESS. CONTAINING A COMBINED TOTAL OF 0.010 ACRES (430 SQUARE FEET) OF LAND MORE OR LESS. FIRST ADDITIONAL PREMISES LICENSE THAT PORTION OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS Page 71 of 107 FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF ENGLISH STREET AND WEST CIVIC CENTER DRIVE; THENCE SOUTH 890 34' 16" EAST, ALONG THE CENTERLINE OF WEST CIVIC CENTER DRIVE, 690.10 FEET; THENCE NORTH 000 25' 44" EAST, DEPARTING SAID CENTERLINE, 421.80 FEET; THENCE CONTINUING NORTH 000 25' 44" EAST, 15.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 000 25' 44" EAST, 6.50 FEET; THENCE SOUTH 89" 34' 16" EAST, 15.00 FEET; THENCE SOUTH 00" 25' 44" WEST, 6.50 FEET; THENCE NORTH 89" 34' 16" WEST, 15.00 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 0.002 ACRES (98 SQUARE FEET) OF LAND MORE OR LESS. NON-EXCLUSIVE ACCESS & UTILITY EASEMENT AN 8.00 FOOT WIDE STRIP OF LAND OVER THAT PORTION OF SECTION 11, TOWNSHIP 5 SOUTH, RANGE 10 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, LYING 4.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE CENTERLINE INTERSECTION OF ENGLISH STREET AND WEST CIVIC CENTER DRIVE; THENCE SOUTH 890 34' 16" EAST, ALONG THE CENTERLINE OF WEST CIVIC CENTER DRIVE, 711.33 FEET; THENCE NORTH 000 25' 44" EAST, DEPARTING SAID CENTERLINE, 470.32 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 000 25' 44" WEST, 22.52 FEET; THENCE NORTH 890 34' 16" WEST, 33.60 FEET; THENCE SOUTH 410 03' 33" WEST, 21.50 FEET; THENCE SOUTH 00° 25' 44" WEST, 60.60 FEET; THENCE SOUTH 700 26' 04" WEST, 16.70 FEET; THENCE NORTH 890 01' 52" WEST, 175.00 FEET; THENCE NORTH 630 45' 31" WEST, 15.50 FEET; THENCE NORTH 890 11' 05" WEST, 41.60 FEET; THENCE SOUTH 000 56' 20" WEST, 31.40 FEET; THENCE SOUTH 890 58' 19" WEST, 84.20 FEET; THENCE SOUTH 470 44' 41" WEST, 61.50 FEET; THENCE SOUTH 010 01' 12" WEST, 250.10 FEET TO THE POINT OF TERMINUS ON THE NORTHERLY RIGHT-OF-WAY LINE OF WEST CIVIC CENTER DRIVE AND CONTAINING 0.150 ACRES (6,514 SQUARE FEET) OF LAND MORE OR LESS. THE SIDELINES OF SAID STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED AS NECESSARY TO ELIMINATE ANY GAPS AND OVERLAPS OVER THE TOWER LEASE, ADDITIONAL LANDS, AND NORTHERLY RIGHT-OF-WAY LINE OF WEST CIVIC CENTER Page 72 of 107 0 .� • PROPERTY OWNER THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION PROPERTY ADDRESS 1825 3/4 Civic Center Drive West, Santa Ana, CA 92703 PARCEL NUMBER 405-121-11 [Land Survey Follows] Page 73 of 107 3 8 J ■!i a 1 W N' Ewa„ LU cn .j d o W nL -, r ? �<3 U O < LLJ w7!ZIr rn `� < C7 � on V7 p m m r 5 ' h g U s �jjLl Y IrtI L�aai�l�f����°° r ' I I; I � I IjIII I III IJ l� II!I �� �1!!J,�IIIJ,ll1� ia7'�If ��II�I l IE Page 74 of 107 } .. V 19 9 V V Q V � aaa �IF ����,, � �;� ��'-,,^��� y�� ,�r}� KL 4 0- @ �-:J L! Sj @ a wW4 IS +si�Na Page 75 of 107 AL. ZU Kip - 3 -SZ -CO N 9 00 % Page 76 of 107 > it-i«` ��!!;■;;� # |�;l�!§! | � w■2,(� ■ � ` - r � � r-------�� ! � � . \� _ (-- -- —.�. � { • \ 2\ Wr I ! I» QaN i ! ®® I Page 77 ofl07 77 ofl07 11111111111 W � J d k� - _ _ r- Erl �. - ra 90 __.i h - I -F Page 78 of 107 W � J d k� - _ _ r- Erl �. - ra 90 __.i h - I -F Page 78 of 107 N a§fa;9k44�ba� cw q �6 IA. oil _ ,yq 12 -_ '4�N�G Utl��lltlCdl� 3� aEp7 Gbh i9 PSXieR-gA 7ti 36a ass �r� 55 ss o q �6 E > i a :tl $u tlQ 3Y k�V� J �h etl tl S ukQi ��'e�is° -I -< fill ROM cb �g S� cE 4 4 � x kqWe a OR e a a s 3 s as u g 6sar a.s�y a as a .s�g � rb769 n. Aga! Page 79 of 107 EXHIBIT D Licensee's Facilities THE LICENSEE'S WIRELESS TELECOMMUNICATIONS 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, AS AUTHORIZED UNDER THE AGREEMENT, ARE DESCRIBED AS FOLLOWS: Page 80 of 107 /s F ` U ' e� ~ a s� �, � fL a I @aop� cl� IL � y 888 x j 6 LIJ tz C v Rat 9 . - 8 �� m ill g bE SEE ............. yg PE. 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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 20 10, 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 0104 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. Notice of Cancellation Page 106 of 107 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 AXII, 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 107 of 107 EXHIBIT 3 GROUND LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND 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 Term, 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 I I 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 3 of 103 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 6 of 103 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 Mayl8- 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 harinless 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. I. 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 Coloration 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 coloration 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: 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 coloration agreement, and affidavits stating the coloration 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 fe $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 Clerk 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: CCTMI 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 parry 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 (ill) 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: Jennifer L. Hall City Clerk APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: rZ ndon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Digitally signed by Nall Saba lba Date: Nate:2202525.03.03 17:14:39-08'00' Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez City Manager LICENSEE CCTM I LLC, a Delaware limited liability company By: Namc: M&Kew Norwood Title: lint' Date: 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: TMO10 Jerome Park Site IDO: LA0301 DA ES%�UV FIRST AMENDMENT TO LAND LEASE AGREE, MENIT BETWEEN 00 q��mTHE CITY OF SANTA ANA AND OMN Park T COMMUNICATIONS INC. for JeromThis First Amendment to Land Lease Aereemont betweenthe City of Santa Ana and Omnipoint Communications, Inc. for Jerome Park (hereinafter "First Amendment") is attached to and made part of the Land Lease Agreement Between The City of Santa Ana and Onimpoint Communications. Inc for Jerome Park (the "Lease") dated as of December 5, 2005 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, ("LESSOR") and OMNIPOINT COMMUNICATIONS, INC., a subsidiary of T-Mobile USA, Inc., a Delaware corporation, with a place of business of 3 Imperial Promenade, Suite 1100, Santa Ana, CA 92707 ("LESSEE"). RECITAL& WHEREAS, the property address 888 W, Santa Ana Blvd, Santa Ana CA, specified in Section I of the Lease., is incorrect and the Parties wish to correct the address to 2115 W. Me Fadden Avenue., Santa Ana, CA 92704;and WHEREAS, LESSEE was to construct concrete bleachers under the Approved Plans but LESSEE 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 Lease, LESSOR and LESSEE, intending to be legally bound, further agree to amend the Lease as follows: AMENDMENTS: 1) The address "S88 W. Santa Ana Blvd, Santa Ana CA" appearing in Section 1 of the Lease is hereby deleted and replaced with the address "21l5 W. Mc Fadden Avenue, Santa Ana, CA 92704". 2) The Approved Plans included in the Lease and titled "Exhibit B" are hereby deleted in their entirety and replaced with the Approved Plans embodied in "Exhibit B-l" attached hereto. All reference in the Lease to Exhibit B shall mean the new Exhibit B-l. 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-1. 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 sum is paid to All Purpose Manufacturing, Inc., as provided herein. HEADINGS: Any and all headings in the original Lease and any Amendment thereto, are for reference andfor clarification pin -poses only and shall not be deemed to define or limit the scope or intent of any of the terms, covenants, conditions or agreements contained therein. IN THE EVENT of a conflict between the original Lease, and this First Amendment, this First Amendment shall control. All terns and conditions in the Lease and Exhibits thereto which are not inconsistent herewith remain in full force and effect. [signature page follows] Page 22 of 103 Site Name: TMO10 Jerome Park Site [DO; LA0301 OA IN WITNESS WHEREOF, LESSOR and LESSEE have caused this First Amendment to be duly executed as of the date below. ATTEST: WATRICIAE. MEALY Clerk oft he Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney sy; C LA SHEEDY Assistant City Attorney CITE OF SANTA ANA DAVID N. REAM City Manager LESSEE: OMNIPOINT COMMUNICATIONS INC„ a sub�id3,Rry of T-Mobile USA c, By: Printed Name: stagy on'Zumslea� Its: �i resile� , farm.. A+en IN red or Date: i� T-Mobile Legal Approval By: Page 23 of 103 Site Name: TM010 Jerome Park EXHIBIT B-1 SITE PLANS/ DESCRIPTIVE RENDERINGS Site 1DtF: LA03010A However, it is expressly agreed and understood by and between the LESSOR and LESSEE that the exact and precise location of the LESSEE's Facilities are subject to review and 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 prccisc location of the Premises as shown on Exhibit "B-1" 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 LESSEE to reflect the final engineering.. design. An amended Exhibit `11-l" (if necessary) will be provided by the LESSEE and attached to the lease in place of the existing Exhibit "B-1", a copy of which will be provided to the LESSOR for review prior to being incorporated into the Agreement. See the attached drawings dated 0812 V2007, identified as Site Name Jerome Park, Site Number LA03010A, Sheets T-1, T-2, T-3, C-1, C-2, A-1, A-2, A-3, A4, ANT-1, S-1, S-2, S-3, 1,1, E-1, E-2, E-3, E-4, E-5, E-6, E-7, M-1, M- 2, and M-3 along with Site Surveys: LS•1 and LS-2 dated 09/1912005, LESSOR INITIALS: LESSEE 1NITIALS:-=Y:- y Page 24 of 103 r� s U� I.� f� I � _.__.............. -- - _.._...-..�............ 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PROCEED - CLERK OF COUKCI� LAND LEASE AGREEMENT BETWEEN DATE 3.3/'D); RE CITY OF SANTA ANA AND OMNIPOINT COMMUNICATIONS INC. for Jerome Park This Agreement, made this 5th day of December, 2005 between the City of Santa Ana, a charter city and municipal corporation organized and existing tinder the Constitution and laws of the State of California hereinafter designated "LESSOR" and Omnipoint Communications Inc., a subsidiary of T-Mobile USA, Inc., a Delaware corporation hereinafter designated "LESSEE". The LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties". 1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property commonly known as Jerome Park'(the 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 wish 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 herein, on foot or motor vehicle, including trucks, 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-of-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, at 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 boundary and access discrepancies between it and Exhibit "A". Costs incurred for such work shalt be home 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 LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. 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 rent is not paid within fifteen (15) days after the due date and provided LESSOR has complied with all applicable notice and cure provisions 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 of the 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 -recurring, non-refundable payment equal to one (I) mouth's rent. 7. EXTENSIONS. LESSEE is granted options to extend this Agreement for up to three (3) additional five-year (5) terms (each a "Renewal Term'l. Each Renewal Term 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 as follows: after the expiration of the original term, LESSOR reserves the right to deny any such extension, by providing no less than six (6) months prior written notice before the extended term Sitc #: LA03010A I Site Namo: TM01e lerom® Park Marko: Califomia Page 51 of 103 ends, if the LESSOR determines, in its reasonable discretion that LESSEE's continued tenancy would not be in conformity with the 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 Properly 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 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 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 are found to be unsatisfactory so that LESSEE will 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 Parties shall have no further 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 and Community 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 such 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. 10. MJE_. 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 ta, radio frequency transmitting and receiving equipment, batteries, utility lines, transmissiun lines, radio frequency transmitting and receiving antennas and supporting struclures and improvements ('LESSEE'S Facilities'). All improvements shall be at LESSEE's sole expense and 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 LESSEE 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 LESSEE. The cost of said repairs can be subtracted from any deposits Site #: LA03010A 2 Sitc Nanw: TM010 lcrame Park Market: Calirnmis 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 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. LESSOR shall provide LESSEE, LESSEE's employees, agents, contractors, subcuntractors 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 4SSEE within thirty (30) days. INDEMNMCATION. 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 ofcers;.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;-(ii) 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. 11 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 Ageement, LESSEE agrees to obtain and maintain employer's liability insurance with limits not less than $1,000,000 per accident. If LESSEE has 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 $1,000,000 per occurrence. Such insurance shall; (1) 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, furnish 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 Silo k: LA03010A 3 Silc Namx TM010 hrocuo Park Market: Catifomm Page 53 of 103 Communications") and LESSEE's Facilities shall comply with all non-interference rules' of the Federal Communications Commission ("FCC's, 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 Premises 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 andlor immediately terminate this Agreement. 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. 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 withheld and may require LESSEE to consent subject to the above conditions. 14. REMOVAL UPON TERMINATCON. LESSEE, upon expiration or earlier termination of the Agreement, shall, within binety (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 the equipment, fixtures and personal property of LESSEE shall remain the personal property of LESSEE 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 shall 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 DEED, Ifrequested by LESSEE, LESSOR agrees promptly to execute and deliver to LESSEE a reoordable 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, RIGHTS 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(s) 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. OUIET 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. is, TITLE. LESSOR covenants that LESSOR. is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute 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 LENS. 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 4: LA0301 OA 4 Sitc Namc; TM0101cmmc Paris Market: Califomia 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 future laws, orders and regulations relating to Maximum Permissible Exposure ("WEI 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. B. 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 vaudalism or acts of god not later than one (1) week after said damage is reported to LESSEE, except for damage caused by LESSOR This time 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 (49) hours notification to LESSEE by LESSOR. If said graffiti is not removed within the 48-hour period, City may remove said graffiti and hill LESSEE for the cost of services. C. LESSEE shall pay all personal property taxes assessed directly against its equipment and all increases in L.ESSOR'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 assessmen4 V. LESSOR grants LESSEE the right to obtain utilities for the operation of LESSEE's Facilities. LESSEE shall be 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 any portion thereof during the term of this Agreement. LESSEE will maintain the Premises in a good condition, reasonable wear and tear excepted. i 21. 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. Sitc#: LA03010A Site Name; 7M010 Jennie Park Marko: 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' FENS_ The substantially prevailing party in any legal action or lawsuit arising bereunder 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 (itr) m connection with any imancing, 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 eater into a LEASE AGREEMENT with a second mobile/wireless communications provider ("LESSEE 2") to utilize Tower 2. The Lease Agreement for Tower 2, shall include a provision that prior to commencement of the Lease Agreement for Tower 2, LESSEE 2 will reimburse LESSEE for a pro rats. share of the construction costs incurred by LESSEE in constructing the facilities Pro rats. 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, Rec. & Community Services (M-23) 888 W. Santa Ana Blvd. Santa Ana, CA 92702 Courtesy City of Santa Ana — Office of the City Attorney Copy to 20 Civic Center Plaza (M-29) P.O. Box 1998 Santa Ana, California 92702 LESSEE: T-Mobile USA, Inc. 12920 SE 38ie Street Bellevue, WA 98006 Atta: PCS Lease Administrator With a copy to: Attn: Legal Dept. Copy to: OMNIPOINT COMMUNICATIONS INC., a subsidiary of T-Mobile USA, Inc. (Site #: LA03010A) 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 9 LA03 M Site Name: TMO10Jerome Park Market: CaRromia Page 56 of 103 27. SUCCESSORS. This Agreement shall extend to and bind 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 (1) be at LESSOR'S sole cost 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. H. LESSOR shall exercise 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 (80) days from the date it receives the Notice to evaluate LESSOR's proposed relocation site, during which period LESSEE shall have the righvto 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, then 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 shag 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 rclocation of LESSEE's Facilities to the Relocation Site, all references to the Premises herein shall be deemed to be 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 thergof, 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 an 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. 24. 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 rent, 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 cline 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 cute the same within the time periods provided in this Section. If either party commences an action against the other party arising out of or in connection with this Agreement, the prcvailing party shall be entitled to have and recover from the losing party reasonable attorney'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, state 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. Sim #: LA01010A Shc Nam¢: TM010 Jerome Park Markel: California Page 57 of 103 B. LESSOR will be responsible for all obligations of compliance with any and aA 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 any 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 or 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. 3 L CASUALTY, In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to he 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 LESSEE's operations at the Premises for more than sixty (60) days, then LESSEE may at any time following such fire or other casualty, provided LESSOR has not commenced the restoration required to permit LESSEE to resume its operation 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 patties shall make an appropriate adjustment, as of such termination date, with respect to payments due 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, ib relocation costs and its damages and lbsses, and any other amount rwoverable by LESSEE 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 Ibis 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. 33, SUBMISSION OF LEASE. 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. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall 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 from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement, which requre,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 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. Silo C LA0301GA Sitc Name: TMO10 Jereme Park Marko: Califomia Page 58 of 103 37, PROPERTY SPECIFIC ACCESS RULE92EGULATIONS. 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 parties hereto. 38. PO WEEZG DM DURING 1 REPAIR (Not applicable to five-standinglindependent 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 a]i 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) for any reason or no reason after the first ten (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 he retained by LESSOR, unless terrrunation 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 ExhibitslAttachments) 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 terns 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 fact, held by the signatory or is withdrawn. B. All Exhibits referenced herein and attached hereto shall be 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. Site k: LA03010A RwNamc: TM010Jerome Park Market: 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, (ii) LESSEE notifies LESSOR in writing at 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, Site #: LA03010A Sito Name: TM010 kcromc Park Market: California Page 60 of 103 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year fast shove written. ATTEST: 6A CIAE..H$ALY Clerk of the Council APPROVED AS TO FORM: IOSEPH W.FLETCHER City Attorney CITY OF SANx A DAVID Ant City M=ger By: LA SHEEDY Assistant City Attome LESSEE: OMNIPOINT CO UNICATIONS INC., subsidiary T- o le U A, Inc. i By: Printed Name: Raj at Its: Area [)i c r, Englpp Date: 1 Lib silc a: LA03010A Silc Name: TMOI O lcrome Park Macke[: Califomia Page 61 of 103 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY API1: 109-050-30 All that certain real property located in the County of Orange, State of California, being more particularly described as follows: LOTS 31 AND 32 OF,RE—PLAT OF 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 INITIAL& Sitefl: LA03010A 12 Sitc Name: TM010 foromc Park Market: Catifomia Page 62 of 103 E7 IMff B LEGAL DESCRIPTION OF THE PREMISES SITE PLANS/ DESCRIPTAT RENDERTNGS However, it is expressly agreed and understood by and between the LESSOR and LESSEE that the exact and precise location of the LESSEE's Facilities are subject to review and 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 "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 LESSEE to reflect the final engineering design. An amended Exhibit "B" (if necessary) will be provided by the LESSEE and attached to the lease in place of the existing Exhibit "B", a copy of which will be provided to the LESSOR for review prior to being incorporated into the Agreement. See the attached drawings dated 2/6/06, identified as Site Name Jerome Park, Site Number LA03010-A, Sheets T-1, LS-1, LS-2, C-1, G2, A4, and A-2. LESSOR INITIALS: LESSEE INITIALS: Site #: LA03010A Site Name: 1M010 Jerome Park a'1a,W: Ca1ifmia 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 a 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 Ana, 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 Site A LA0301 DA 14 Site Name: TM010 Jerome Park Market: cmiromia Page 64 of 103 EXHIBIT D PROPERTY SPECIFIC ACCESS RULESIREGULATIONS 1. LESSOR shall have the unilateral right and privilege to undertake all normal 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 be 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 LMEE Facilities only, LESSEE is constructing two, wirelesslmobile 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 depicted 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 L11;5SEE'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. Site Yc LA03010A Is Sitc Name: TM010 Jomme Park Market: 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 Ana, 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: NIA LESSEE'S TECHNICAL CONTACTS: Name: 1. Mehmer Oznar 2. Danny 13azerman Address: 3 Imperial Promenade, Ste. 1100, Santa Ana, CA 92707 Daytime Phone No.: (714) 850-2403 Facsimile No.: (714) 850-6620 24-Hour Contact N.Q.C. (889) 662-4662 No.. Dispatch. Center: N.O.C. (888) 662-4662 Sitc K: LA03010A 16 Site Name: TM0101crome Park Markztt California Page 66 of 103 EXHIBIT F MEMORANDUM OF LAND LEASE AGREEMENT THIS MEMORANDUM OF LAND LEASE AGREEMENT is made and entered into as of , 2005 by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Lessor'"j 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's in the State of California, County of Orange, City of Santa Ana commonly known as Jerome Park, 888 West Santa Ana Blvd., Santa Ana, 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 term 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 for 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 Lessee Initials Sirc C LA03010A 17 Site Mame! TMOIO Temme Park Markel: Calilvmia 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 0035'17" EAST, 42.00 FEET; THENCE NORTH 0035'17" 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 0035'17" 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 89024'43" WEST, 7.07 FEET; THENCE NORTH 0035'17" EAST, 7.07 FEET; THENCE SOUTH 89024'43" EAST, 7.07 FEET; THENCE SOUTH 0035'17" 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 0035'17" EAST, 42.00 FEET; THENCE NORTH 0035'17" 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 0035'17" 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 51026'04" WEST, 1.57 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0035' 17" EAST, 7.07 FEET; THENCE SOUTH 89024'43" EAST, 7.07 FEET; Page 69 of 103 THENCE SOUTH 0035'17" WEST, 7.07 FEET; THENCE NORTH 89024'43" 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. • kl 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 0035'17" EAST, 42.00 FEET; THENCE NORTH 0035'17" EAST, 491.60 FEET; THENCE DEPARTING THE CENTERLINE OF SAID ABANDONED SOUTH CENTER STREET SOUTH 89024'43" EAST, 74.30 FEET TO THE SOUTHWEST CORNER OF THE EXISTING EQUIPMENT SHELTER, THE TRUE POINT OF BEGINNING; THENCE SOUTH 0035'17" WEST, 9.00 FEET; THENCE NORTH 89024'43" WEST, 7.33 FEET; THENCE NORTH 0035' 17" EAST, 9.00 FEET; THENCE SOUTH 89024'43" 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. • OM ' 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 0035'17" 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 0035'17" 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. BOX 1988 SANTA ANA, CALIFORNIA 92703 [Land Survey Follows] Page 72 of 103 W U # J 1 till 02 PEA 5 pR J LLj CY) IL 2 LLC3i C7 00 Ci LU 00 C> Q r �s a 77 F Q r tl a 6 8 � o, lob �g■$€ III! .0 Page 73 of 103 9 Y Y 4 ei0 x$ U u „ . .. ............ ........... G A e � 1 s gtd3SNM�.L 'S Div T4 --�- --- n --- --' 1l -+ " vd V. KE5 a Page 74 of 103 i w w w 7 g fx� �w P W� J � I 4 r 3 L F��M �Yrys .i y r � s Page 75 of 103 Page 76 0 103 Page 77 0 103 Page 78 of 103 EXHIBIT D Licensee's Facilities THE LICENSEE'S WIRELESS TELECOMMUNICATIONS 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, AS AUTHORIZED UNDER THE AGREEMENT, ARE DESCRIBED AS FOLLOWS: Page 79 of 103 411l� a� A u�m y e III L . a @@ 5 g R L; Z — .' Lb w • `a U A Zn ¢ i L r r L*d Q ig Page 80 of 103 F,;1 I +f€ T11 N6 Page 81 of 103 Page 82 of 103 � e�a Page 83 of 103 ■��7 }p�p � � o� ii�1� �aa� o� Page 84 of 103 _ W c�o,omyF— p � Page 85 of 103 • } � � i s � $_ : � - ;��� � � c�a �}� F � � 1 1 4 � �� . � � � a � � g p9 ag9 yg� pEgp a. Page 86 of 103 a� 1 Page 87 of 103 11 mi Page 88 of 103 a. Page 89 of 103 Page 90 of 103 mo on a l.E z 4�j ,ZI IA;! @34 4E Olt a I 7-7 Ep 16 mo on a l.E z 4�j ,ZI IA;! @34 4E Olt a I 7-7 Ep 16 All Nil F Pli TIT V rp r 11 IN 17-11 '- 11 Ir-I Page 91 of 103 a � F a ��$�� ®919191011111 �9 I I ®011�13��IIII ®3:0100:1111 8000�vo0�0:0� 01�11�� 0@I01016111119 o�emeao�o�m:: E QiO�Di�Y �01111111111 y�p�p�gl � �01@I0191 ©0�11111III ®10r0991 ��SIIIIIIIIII Page 92 of 103 y 3� IN g �g ,a Jill a $ 9R k BF d W o e C cD oQ L6k F Iti till °- lilt I a . Page 93 of 103 � Page 94 of 103 Page 94 of 103 out �c r Page 95 of 103 � a� 6666 QG 1Q 1Q 7 v �� E a �g'v C • F � " J �yx 1Yy z� F- Page 96 of 103 M� tiF � � i ddd _ii3f �11 i ti9tlCEEE$539RdedF����QQ�Q35i4�ir .� s5itslr sg19481Xyv9vLrF f I D 0$9riIII R E I I t g�6iid A A A 0 b 0ERE83194ssr �an�d Ik4aS61ceti2EE9E8�rEhIip N I1y¢y1 k III��IIII I II �II� ill I I I I Page 97 of 103 � A A � E Page 98 of 103 Page 99 of 103 +■` S -- i.. PfiE r.�p �p7 Ow Yl lF� ,� IYo L••�r }p 1_ �0 al �l mod p- ago, w3 il�; 5y § 1 g a - �[ t Fpp� qq lutp i,� li4 a 3=aJ a V53��%_w .�. E 25 59 ' s 14 21 fl VA 9 3 e fl 0 Page 100 of 103 Page 101 of 103 1*114111:3118N 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 20 10, 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 Ol 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 EXHIBIT 4 GROUND LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND NCWPCS MPL 30 — YEAR SITES TOWER HOLDINGS LLC FOR WIRELESS TELECOMMUNICATIONS FACILITIES AT SANTA ANA STADIUM 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 NCWPCS MPL 30 — YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by and through CCATT LLC, a Delaware limited liability company, its attorney in fact, 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. PROPERTY. LICENSOR is the owner of that certain real property located at 951 W 6th Street, Santa Ana, CA 92703, commonly known as Santa Ana Stadium (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 845344 and being described as approximately nine hundred twenty-three (923) square feet for LICENSEE's wireless telecommunications facilities as defined in Section 11 of this Agreement, 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 only). 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: Page 1 of 67 A. If LICENSOR, in its reasonable discretion determines that LICENSEE's continued use of the Premises is not in conformity with LICENSOR's intended 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 Term, 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 Twenty -Eight Thousand, Eight Hundred and 00/100 Dollars ($28,800.00) based on a monthly amount of Two Thousand Four Hundred and 00/100 Dollars ($2,400.00) 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 Page 2 of 67 provisions herein, LICENSEE agrees to pay a late charge equal to six percent ON of the then- current License Fee. 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. 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, 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. Page 3 of 67 11. USE/MAINTENANCE. A. LICENSEE shall have the right to construct, maintain, install, repair, and operate, on the Premises, wireless telecommunications 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 ("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. All improvements shall be at LICENSEE's sole expense and the installation of all 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 Page 4 of 67 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. 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 Page 5 of 67 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, 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 Page 6 of 67 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- 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 Page 7 of 67 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 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 Page 8 of 67 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. I. 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 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 Page 9 of 67 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 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 Page 10 of 67 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 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. Page 11 of 67 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 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. Page 12 of 67 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 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 farm 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 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 Page 13 of 67 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. 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 Page 14 of 67 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 Clerk 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 LICENSEE: NCWPCS MPL 30 — Year Sites Tower Holdings LLC Legal Department Attn: Network Legal 208 S. Akard Street Dallas, TX 75202-4206 With Copies To: CCATT LLC 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, Page 15 of 67 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, 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. Page 16 of 67 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 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. Page 17 of 67 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 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. Page 18 of 67 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 67 SIGNATURE PAGE FOR GROUND LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND NCWPCS MPL 30 — YEAR SITES TOWER HOLDINGS LLC FOR WIRELESS TELECOMMUNICATIONS FACILITIES AT SANTA ANA STADIUM IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM SONIA R. CARVALI-10 City Attorney By: 'Brandon Salvatiena Deputy City Attorney RECOMMENDED FOR APPROVAL Digitally signed by Nabll Saba Da e:2 25.03.03 17:15:27-08'00' Nabtl Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nuncz City Manager LICENSEE NCWPCS MPL 30 — Year Sites Tower Holdings LLC, a Delaware limited liability company By: CCATT LLC, a Delaware limited liability company Its Attorney In Fact By: Name: a e' w Norwoo Title: Dir Nat'lRE O7� Date: Pagc 20 of 67 EXHIBIT A Legal Description of the Property GILDMACHERS ADD LOT 9 AND LOTS 10 TO 12 INC AND CONSTANTINES ADD LOTS 11 TO 15 INC -INC ALLEY ADJ-AND GROUARDS ADD ALL LOT 1 -INC POR ST ADJ- AND LOTS 2 TO 11 INC AND IRREG LOT IN SEC 12 T 5 R 10 TR 291 Page 21 of 67 EXHIBIT B Original Agreement 00 STADIUM LEASE EETWlEEN THE CITY OF SA,NTA ANA AND AB CELLULAR HOLDING, LLC (AT&T) "Landlord". City of Santa Ana, a charter city and municipal corporation of the State of California. -Tenant", AB Cellular Holding, LLC a Delaware limited liability company, dba AT&T Wireless Services "Landlord's Property": The property as described in. Exhibit "A-1" The Effective date hereof shall be 2001. As of such Effective Hate, Landlord leases a portion of Landlord's Property to Tenant, referred to in this Lease as the "Premises", and more particularly described below: (MART{ APPLICABLE PARAGRAPHS) (a) Real property comprised of parcels measuring approximately square feet and measuring approximately square f� as defined and depicted on Exhibit "A-2"; ❑ (b) Building interior space comprised of approximately square feet and known as suitchloor or (described) located at: (address) p (c) Building exterior (including roof top) space as required for antenna support structures and attachment of antennas andlor microwave dishes: Together with a grant by Landlord to Tenant of a non-exclusive underground license ("License") 10 establish utility connections to and/or between Tenant's equipment and antenna installations situated substantially as shown on Exhibit'•A_2" and with a grant by Landlord to Tenant of a revocable, non-exclusive right to (i) accM the Landlord's Property and the Premises, except as provided in Paragraph 16 herein below, 7 days a week, 74 hours a day for the purpose of Tenant's use as described in Paragraph 5 herein below; and (ii) to irntall, maintain, replace and repair, from time to time, all necessary cables, conduits and pipes from the l'reniises to the nearmt appropriate utility connections subject 10 the notice provision outlined in Paragraph 17 herein below. Tenant shall be allowed to install and maintain a temporary power source at an appropriate Jacation within landlord's Property AT&T C-840 (Downtown Santa Ana) A-2001-060 as approved by Landlord. Tenant may occasionally park its vehicles oil Landlord's Property when Tenant is installing, removing or servicing its Communications Facility_ l3pon signing of this Lease by the parties, Tenant shall have the right to survey and test the Landlord's Property_ 2. Term, Ten (10) years beginning on the Effective Date. Prior to expiration of the Lease, Tenant shall term- all improvements and restore the Property and Prerises to its original condition, excepting normal wear and beat. Upon expiration of the Lease, Tenant shall surrender possession of the Premises and Property to the Landlord. 3, Extensions. Tenant is granted options to extend this Lease for up to two (2) additional five (5) year periods by giving Landlord written notice at least 90 days before the term or extended term ends. Prior to the COmmencetnerrt of each extension period, Tenant shall resubmit its plans for the Communications Facility to the Platntiing and Building Agency of the City of Santa Ana for review, approval and conformity with all existing local laws and regulations. However, Landlord reserves the right to deny such extensions by giving Tenant written notice no less than six (6) months before the term or extended term ends, if the Landlord decides in its reasonable dismtion that Tenant's continued tenancy would be not be in conformity with the Landlord's intended use of its property at such tire. 4. Rer . Annual Rent for the Premises shall be Fourteen Thousand Four Hundred and 001100 Dollars (S 14,400) payable in one annual payment, or equal monthly installments, in advance, on the first day of each calendar month during the Term (including a prorated portion for an initial partial month, if any, and excluding a prorated portion for the last partial month, if any)• The rent payments shall be subject to an annual rent increase of 3% per year. Annual Rent shall be fully abated until construction is commenced by Tenant or, until four (4) mouths after the Effective Date, whichever occurs first. In the event this Lease is terminated pursuant to Paragraph 6 (or is otherwise terminated early in accordance with the terms and roaditinn hcreot), page 1 of final - Stadium Lease Agreement Page 22 of 67 then any portions of any Annual Rent payments covering any post-terminalion linxfrarne(s) shall be immediately refutaded to Tenant by Landlord within thirty (30) days from the date of termination of the Lease. 5. ><)guises. Tenant may use the _9f Pm premises for its intended purpose, which is to construct, maintain, secure and operate a wireless telecommunications cell facility ("Communications Facility") an equipment enclosure, required antennas and antenna support structures (as such Communications Facility may be modified, added to or substituted from time: to time). The Comm m;cstions Facility, including all antennas and antenna support structures, may be configured as required by Tenant ftom time to time, provided that Tenant obtains all permits and approvals requited by applicable jurisdictions for such required configuration. improvement ofthe Premises and License, including all costs of installation, operation and maintenance of the Commumcations Facility, to meet Tenant's needs shall be at Tenant's sole expense. In exercising the rights conferred by the Lease, Tenant shall maintain the Premises in a neat, clean, sanitary and safe condition, must use reasonable care and may not unreasonably increase the burden on the Property. Tenant agrees that the installation and maintenance of a Communication Facility on the Property of the Landlord on which it is installed shall be effected with all reasonable diligence and precaution to avoid damage to the land, property or personnel. Additionally, the Cormmunicatian Facility shall be maintained in a manner that is consistent with the approved plans for the Project and Tenant shall comply with all conditions and requirements from the Development Review Committee of the City of Santa Ana for this Development Project (DP NO. ). In the event that maintenance is required, such as, but nut limited to the replacement of missing branches or the repainting of the facility, such maintenance must be completed within 14 working days. Landlord shall not be held responsible for loss of or damage to Tenant's Improvements on the Property. Tenant's ability to use the Premises is dependem upon Tenant's obtaining all of the certificates, permits, and other approvals which may be required from any federal, state or local authority and any non - disturbance agreements and access rights which Tenant requires from any third parties (collectively, "Approvals'l. Landlord shall eoopernte with Tenant proposed uses. Tenant AT&T C-840 (Downtown Santa Ana) may nut use the Premise or Property for any other purpose or business, other than its intended purpose as hereinabove stated without obtaining the Landlord's prior written consent. 6. TerminA41- If any application by Tcaant for any Approval is finally denied or rejected, or if any Approval is canceled, expires, lapses or is otherwise withdrawn or terminated, or if, due to technological changes or for any other reason. Tenant, in its sole discretion, determines that it will be unable to use the Premises for Tenant's intended purposes, then Tenant shall have the right to immediately terminate this Lease. Tenant shall notify Landlord, in writing, of Tenant's exercise of its right to terminate this Lease, and this Lease shall terminate after all Improvements to the Property and Premises have bwo. removed and the Property and Premises have been restored to its original condition, exoepting normal wear and tear, provided however, Tenant shall have only 60 days from the date of written notification of its decision to exercise its termination rights, to removal all such Improvements and restore the Property and premises to its original condition_ Termination shall relieve both parties of any furlhcr obligations under this Lease, although each shall continue to have its remedies for any breach of a lease obligation, which occurred prior to the date of termination. The parties agree that Paragraphs 7, 8, 9 and to shall continue to apply until Tenant has completed its removal of personal property and fixtures and restoration of the Premises. No refund for cost ofImprovements will be due to Tenant by Landlord at any time. 7. Insurance. Tenant shall provide Landlord satisfactory evidence of personal property insurance in an amount sufficient to fully protest all personal property owned or controlled by Tenant from theft, fire, or other loss or damage while upon the Premises. Tenant shall also maialai n commercial general liability insurance with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall (1) include the City of Santa Ana, its officers, agents, employees and volunteers as additional insureds; (2) be primary with respect to insurance or Self-insurance programs maintained by the Landlord, and (3) contain standard separation of insureds provisions. Tenant shall () furnish properly executed certificates of insurance to the Landlord prior to exercising its rights under this Lease, which certificates shall clearly evidence all coverages required above Page 2 of 8 Final - Stadium Lease Agreement Page 23 of 67 and provide that such insurance shall not be materially changed or temvnated except on 30 days prior written notice to the Landlord, (ii) attach a completed and signed copy of an "Additional Insured Endorsement" form to the certificates of insurance noted above, (iii) maintain such insurance from, the time the Project first corrimencea until completion of the Project under this Lease; and (iv) replace such certificates for polices expiring prior to the termination of this Lease. 8, a ihtaivers. Tenant waives all claims against Landlord, its officers, agents, employees, and valuntem for any injury or death to any person, damage to property, or loss of use of any property or loss to Tenant's business caused by or from Tenant's use, maintenance or occupancy of the Premises, or by or from any rights conferred under this Lease to Tenant, excepting the willful misconduct or sole negligence of Landlord, its officers, agents, employees and volunteers. All policies of insurance obtained by either party pursuant to Paragraph 7 of this Lease shall waive the insured's rights of sibrogation against the other patty. 9. if<ilities. Tenant shall be responsible directly to the serving entities fur all utilities required by Tenant for its use Of the Premises. Tenant will install an electric teeter and due cost of electricity used by Tenant shall be paid by Tenant directly to Southern California Edison- lo. Indemnities. Tenant agrees to indemnify, defend (with counsel satisfactory to Landlord) and hold harmless Landlord, its officers, agents, employees and volunteers from and against any and all clainn (including any radio frequency and electromagnetic fields radiation related claim), losses, liabilities, costs, expenses, loss or damage to property, and for injuries to or death of any person when arising our of or, in any way, resulting frorn: W the use of the Premises and License by Tenant or its agents; 0i) any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of the Lease; or (iii) any occurrence in, upon, or at the Premises and license or on account of the use, condition or occupancy of the Premises and License, exoepting willful misconduct or sole negligence of Landlord, its Officers, agents, employees and volunteers. The obligations of Section 10 of this Lease shall survive the termination of this Lease with respect to any AT&T C-M (Downtown Santa Ana) damage, injury or death occurring prior to termination or expiration of this Agreement. 11. ItallA Defa . The occurrence Of any one or more of the following events shall constitute an "Event of Default" by Tenant: (a) The failure by Tenant to snake any payment$ of rent or any other payment required to be made by Tenant, as and when due, where such failure shall continue for a period of 10 days after written notice is received by Tenant from Landlord. (b) The failure by Tenant to observe or perform any of doe covenants or provisions of this Lease to be ohserved or performed by Tenant, other than as specified its Paragraph 11(a), where such failure shall continue for a period of 30 days after written notice is received by Tenant from Landlord, provided, however, that it shall not be deemed an Event of Default by Tenant if Tenant shall commence to cure such failure within said 30 day period and thereafter diligently prosecutes such cure to completion. 12. Notics. All notices must be in writing and, unless otherwise provided, shall be deemed validly given if sent by certified mail, return receipt requested to the a4idress indicated below the parties signatures (or in any other mailing address which the party to be notified may designate to the other party by such notice). If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited is the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. if sent by telefacsiMitc, any notice, tender, deurand, delivery, or other com,nunication shall be effective or deemed to have been given twenty-four (24) hours alter the tine set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For the purposes of calculating these time frames, weekends, federal, stale, county, or city holidays shall be excluded. 13.Landlord warrants and agrees that neither Landlord not, to Landlord's knowledge, any third party has used, Page 3 of 8 Final - Stadium Lease Agreement Page 24 of 67 generated, stored or disposed of, or penvitted the use, generation, storage or disposal of, any Hazardous Material (as defined below) on, under, about or within Landlord's Property in violation of any law or regulation. Landlord and Tenant each agree that they will not use, generate, store or dispose of any Hazardous Material on, under, about or within Landlord's Property in violation of any law or regulation. Landlord and Tenant each agree to defend and indemnify the other and the other's partners, affiliates, agents and employees against any and all lasses, liabilities, claims andlor Costs (including reasonable attorneys' fees and costs) arising from any breach of any warranty or agreement contained in this paragraph, "Hazardous Material" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 14. Fpig an-lntederetnce, Landlord warrants and agrees that Tenant, upon paying the rent and performing the covenants of this Lease, shall enjoy the rights set forth in this Lease. Landlord shall not cause or permit any use of the Landlord's Property, which interferes with or impairs the quality ofthe communications services being rendered by Tenant from the Premises, provided, however, that Landlord shall have the unilateral right and privilege to (a) undertake all normal items and operatiouz_a associated with the current use of the Property, such as, public events which may include high powered electric lights and food service, (b) arrange for the televising of any public event to be held at the Property, and CO ability to contract with other interested parties. lS. Miscel1ane�tst�. (a) This Lease, including attached exhibits, incorporates all agreements and understandings between Landlord and Tenant, and no verbal agreements or understandings shell be binding upon either Landlord or Tenant, and any addition, variation or modification to this Lease shall be ineffective unless made in writing and signed by both parties. No amendment hereto shall be effective unless set forth in writing and executed by Landlord and Tenant. Additionally, any amendments to this Lease must be submitted to the Planning Division of the City of Santa AT&T C-840 (Downtown Santa Ana) Ana for review. All exhibits referenced herein and attached to this Lease shall be incorporated by reference as if fully set forth in the Lease. (b) Landlord warrants and agrees that Landlord's Property (including, without limitation, the Premises), and all improvements comply and during the term of this Lease shall continue to comply with all building, health and safety, disability and other laws, codes and regulations of any governmental or quasi -governmental entity. All such compliance shall be accomplished at Landlord's cost and expense. (c) The language of each part of this Lease shall be construed sirmly aad according to its fair meaning, and this Lease shall never be construed either for or against either party. This Lease shall be governed by and construed in accordance with the laws of the State of California. (d) If either party institutes any action or proceeding in court to enforce any provision of this Lease, or any action for damages for any alleged breach of any provision of this Lease, then the prevailing party in the action or proceeding shall be entitled to receive from the losing party sucb amount as the court may adjudge io be reasonable attorneys' fees for the services rendered to the prevailing party, together with its other reasonable litigation expenses. (e) Each party to this Lease represents and warrants that it has full authority to e=ute this Lease and to bind its respective parties to the Lease. (fa Preparation of this Lease by Tenant ar Tenant`s agent and submission of this Lease to Landlord shall not be deemed an offer to Landlord to lease. This Lease shall become binding upon Landlord and Tenant only when fully executed by both parties. 16. lenant's Access to Prlemise 2212eftt'. (a) Limitations - Tenant agrees that its access to the premises as described in Paragraph 1 herein above, shall he limited when the Premises is being used for a public event, and the four (4) hours before and after any such event. Tenant will obey all procedures set by Landlord regarding notification before Final - Stadium Lease Agreement Page 4 of 3 Page 25 of 67 visiting the Premises, checking in on- terminate. Tenant shall site, parking, gates, etc. immediately surrender the Premises (b) Construction Phase Penalty - Each and to landlord in good order and every violation of or failure (o abide repair to the satisfaction of the with Landlord's access procedures, or if Landlord, and Landlord shall have programs on the Prenrises/Property are the right to recover from Tenant, adversely affected or impacted by (i) the worth at the time of the Tenant's actions on the award of the unpaid rent and all Premiscs/Property, solely during the additional rent and other amounts period of construction of the and charges payable by Tenant that Communications Facility (from start-up had been earned at the time of to completion), shall be subject to a termination of this Lease, (h) the penalty of S 10,000.00 to be paid by worth at the time of the award of Tenant to Landlord upon notification of the amount by which the unpaid such adverse impact, as determined by rent and all additional rent and the Executive Director of the Parks, other charges payable by Tenant Recreation and Corim»nity Services hereunder which would have been Agency. Examples of "Adverse earned after termination of this impacts" include, but arc not limited to: Lease until the time of the award blockage of Stadium/Property access exceeds the amount of such loss for parking, or entrance for scheduled that Tenant proves could have been events; failure to clean-up or depart the reasonably avoided, (iii) the worth Premises/Property in a timely manner; at the time of the award of the failure to remove equipmenYvehicles amount by which charges payable from the Premise Oroperty and, by Tenant hereunder which would blockage or hampering of access into have been paid for the balance of the "VIP" }narking lot. the term of this Lease after the time (c) Bonus - Due to the busy schedule of of award exceeds the amount of events for the Stadium Property, and such loss that Tenant proves could Tenant's corporate goals and build- have reasonably been avoided; and out/installation plan, Tenant agrees to (iv) any other amount necessary to pay Landlord a one-time bonus of compensate Landlord for all S 10,000.00 if Landlord allows Tenant detriment proximately caused by to enter the Prenuses/Property to begin Tenant's default. The "worth at the construction of its Communications time of the award" as used in Facility within 3-5 days after final clauses (i) and (ii) of this required approval is granted by the City subparagraph (a) is to be computed Council. by allowing interest on unpaid amounts at the maximum legal rate. 17. Nottkation Requirement. Except in cases The "worth at the time of the of emergency, Tenant agrees to provide 24 hour award" as used in clause (W) of this notice to the Executive Director of the Parks,. subparagraph (a) is to be computed Recreation and Community Services Agency of at the discount rate of the Federal the City of Santa Ana before any installation, Reserve Bank of San Francisco at maintenance, replacement or repair is to take the time of the award plus one place pursuant to Patagraph 1 herein above. percent (1%). (b) Landlord may, pursuant to I S. Remedies if an Event of Default occurs by California Civil Code Section Tenant, Landlord shall have, in addition to any 1951.4 maintain Tenant's right to other remedies available at law or in equity, any possession in which case this Lease one or more of the following remedies at shall continue in effect whether or Landlord's election: not Tenant shall have abandoned (a) By written notice to Tenant, and vacated the Premises. In such Landlord may terminate this Lease event, Landlord shall be entitled to and declare this Lease ended, in enforce all of Landlord's rights and which event this Lease shall remedies hereunder, including the AT&T C-840 (Downtown Santa Ana) Final - Stadium Lease Agreement Page 5 of 8 Page 26 of 67 right to recover rent, additional rent, and all other amounts payable hereunder as they become due. (c) If an Event of Default by Tenant occurs, Landlord shall not have the right prior to the termination of tbis Lease by a court of canspctcnt jurisdiction, to re-enter the Premises andlor remove persons or property from the Premises. l9. Coln V"ce With Laws. Tenant agtees that any improvements constructed byTenant the prenuses and License and the Property all of J`enanl's operations within the Pretniscs and License and the Property shall be in compliance with all applicable laws, codes and regulations. 20. AssiQnm0 Zt and S lileetnAg. Tenant has an exclusive right to the Premises, but a non- exclusive right to the Property, provided however, Landlord shall have the Tight to use the Premises for emergency use andlor incidental ("City Business'% including but not limited to; minor landscaping, minor maintenance, and minor construction proximately located near the Premmses, so long as the City Business does not unreasonably interfere with or impair the operation of Tenant's Cotrnnunication Facility. This Agreement may be assigned or transferred by the Tenant without any approval or consent of the Landlord only to the Tenant's principal, affiliates, subsidiaries of its principal; to any entity which acquires all or substantially all of Tenant's assets in the market defrned by the Federal CommnniCatitnnS Co-ffrussion "which the property is located by reason of a merger, acquisition or other business reorganization; or to any entity which acquires or receives an interest in the majority of M—Unicatian towers of the Tenant in the market defined by the Fcderal Corrumtriiations Commission in which the Property is located. As to other parties, this Agree rnent racy not be said, assigned or transfened without the prior written consent of the Landlord. An affiliate of Tenant shall mean any entity which controls or is controlled by, or is under common Control of or with Tenant. 21. Tom, landlord shall pay all real property taxes assessed against the Landlord's Property. Tenant shall pay all personal property taxes assessed against its equipment and all increases is Landlord's real property taxes ar assessments directly attributable to installation of Tenant's AT&T C-940 (Downtown Santa Ana) equipment or Tenant's use of the Premises or License. 22. Col ll Tcrnti lion If during the Lease Term there is a deternsinatlon made pursuant to an official unappealable order of a county, state or national governmental health agency having proper Jurisdiction that Tenant's use of the Premises loses a human health hazard which cannot be remediated, then (i) Tenant shall immediately cease all operations on the Premises, and (ii) this Lease shall terminate as of the date of such order. 23. andlor ' R v of Arc ' ecitn d Engine __n Drawin : Prior to commencement of any construction, alterations, modifications, or improvements, Tenant agrees to submit architectural and engineering drawings of the equipment to be installed to the Landlord for its approval. Landlord will have a reasonable amount of time upon its receipt of the Plans to disapprove them in writing. Landlord shall not be entitled to receive any additional consideration in exchange for giving its approval ofTcnaut's Plans. 24. Rel ati let (a) Within the first five (5) years of the Tenn, Landlord shall have the one-time right, upon development of Landlord's Property for commercial purposes, to relocate Tenant's Cotnmuuication Facility and ally necessary utilities, at Tenant's sole cost and expense, to alternate space within Landlord's Property. Additionally, within the second five (5) years of the Terre Landlord shall have the right to relocate Tenant's Communication Facility and any necessary utilities at Landlord's sole cost and expense to altemate space within the Landlord's Properly, Provided, however, that all such relocation shall (1) be performed exclusively by Tenant or its agents, (2) not result in any interruption of the communications service provided by Tenant on Landlord's Property, (3) not impair, or in any manner alter, the quality of communications service provided by Tenant on and from Landlord's Property, and (4) be done in accordance with the terms and conditions contained in subPatagraphs (b) and (c) below. Upon relocation of Final - Stadium Lease Agreement Page 6 of 8 Page 27 of 67 Tenant's Communications Facility, disapproved such proposed relocation If Tint disapproves such Tenant's utility cables, conduits and site. relocation site, then Landlord may pipes shall be relocated as required in Tenant's sale discretion, to operate and tltereatiet' propose another relocation maintain Tenant's Communications site by Notice to Tenant in the manner set forth above. Tenant shall Facility (b) Landlord shall exercise its relocation cooperate, in good faith, with Landlord far, the approval of a relocation site. right by (and only by) delivering Any relocation site which Landlord and written notice (the "Notice") rn Tenant. in the Notice, Landlord shall propose Tenant agree upon in writing shall be referred to as the "Relocation Site", an alternate site within or an Tenant shall have a period of not less Landlord's property to which Tenant thanmonths after execution of a may relocate its Corn mflications Facility. Tenant shall have sixty (60) written agreement between the parties concerning the location and dimensions days from the date it receives the Relocation Site to relocate (at Notice to evahrate Landlord" proposed site during w}iich period of Tenant's expense during the first five relocation Tenant Shall have the right to conduct years } of the Terra} its C(5years tie Facility to the tests to determine the #t cchnologtcal Relocation Site, feasibility of the proposed relocation site. If Tenant fails to approve of such c Upon relocation of Tenant's () p Facility to the Camcation proposed relocation site in writing Relocation Site, all references to the Site, within said sixty day period, which approval shall not be unreasonably "Premises" herein shall be deemed to be references to the Relocation Site withheld, conditioned or delayed, the Tenant shall be deemed to have AT&T C-840 (Downtown Santa Ana) Final - Stadium Lease Agreement Page 7 of S Page 28 of 67 The parties have duly executed this Lease as of -the Effective Date of 2001 set forth hereinabove. LANDLORD City of Santa Ana, a charter city and music' of the State o om' Y. Miguel A. lido e: Mayor ATTEST Name: P cia E. Healy Tide: C erk of the Council APPROVED AS TO FORM By: ' qr Name: Joseph W. Fletcher Tide: City Attorney APPROVED AS TO CONTENT"_ By: I Name: Davie N. Ream Tide: City Manager ii'' "CO NDEI� FC]R APPRt7VAL By. Title: Executive Director -Parks, Recreation and CommnnitY Serviree Agency NOTICE ADDRESS CITY OF SANTA ANA Executive Director Parks, Rec. & (.orr,nn litY Services 20 Civic Center Plaza-P.O. Box 1988 M-23, Santa Ana, California 92702 AT&T C:-840 (Downtown Santa Ana) TENANT AB CCHUI r Holding, LLC, a Delaware limited liability company dlb/a AT&T Wireless Services By: AB Cellular LA, LLC, a Delaware limited liability company, dlbJa AT&T Wireless Page 8 of 8 By: LIN Cellular Communications Corporation, a CalifoMia corporation, its member By: Na Jac 'e Giusb Its System Devel nt Manager NOTICE ADDRESS AT&T WIRELESS SERVICES 12900 Park Plaza Drive Cerritos, California 90703-8573 Attu: Daniel F. Smith, Attorney Final - Stadium Lease Agreement Page 29 of 67 ENMEIT A-1 J,FGAL DESCRIPTION OF TIM PROP The property of which the Lease Area is a part is legally described as follows: Street Address 951 6'4 Street City, State Zip Santa Ana, California 92703 APN: 405-191-01 & 405-191-12 All that real property located in the State of California, Cntmty of Orange, desenbed as follows: parcel I Al: that portion ofthe land ailotted io Jutian Chaves, in the City of Santa Ana. County of grangc, State of California, as described in the Final decree of Partition or tine lwancha Santiago de Santa Ana, in the City of Santa Ana, County of Orange. Slate of California, which was entered September 12, 1868 in Bcok "B", Page 410 ofludgemcws of the District Court of the 17th Judicial District in and for Lou Angeles County, California, described as follaws: Beginning at a point on the centerline of Eighth Strcet (now Civic Center Drive, said point hcirg 50 feet Westerly from the intersection of the extended centerline of Flower 5traet, as said strect Mists Northerly from Eighth Street Lvith tic centerline of Righti Street; thence Southerly and parallel to s straight line drawn between a point on the centerline of Eighth Street, said point being 10 feet Westerly ream the extended cenierline of said Flower Street, to a point nn the centerline of Sixth Strret,-said point being, distant 109.60 feet Westerly from the intersection of the ccnterlinc of Garnscy Strcet extended Northerly as shown on a map of Ress Addition to Santa Ana, recorded in Bank 3, Pages 534 and 535 of Miscellaneous Records of Los Angelus County, California with the centeriine of Sixth Street to an intersection with a line drawn parallel to and distant 330 feet Southerly from the centerline of Eighth Street, said line being the Southerly line of that certain parcel of Land conveyed by Berths Sackman to John williatn Sackmart by deed recorded in Book 227, Page 300 of Deeds, records of Change County, California; thence Wesil=iy along said last mentioned lime to are intersection with the centerline cif Olive Strecr_ as said Olive Street existed prior to 1933. thence Nortl=ly along the centerline of alive Street, to an intersection with the centerline of Eighth Street; thence Easterly along the centerline of Eighth Street to the point of hcginning. Parcel 2: All that portion of the land allotted to Julian Chaves, in the City of Santa Ana, Courtly of Orange - State of Califonia, as described in the Finai Decree of l'srtition ofthe Rancho Santiago de Santa Ann, which was entered September 12, 1868. in Honk ••3'. Page 4 10 of fudgmcnrs of the Distrct Court of the 17th Judicial District in and Far Los Angeles County, California, dcscribcd as follo— i3zghuning at the point of intersection Of the ccniertitte of Sixth Street wi(h the ccnterlinc of I-townr Street, as shomm on a map of Ross Addition to Santa Ana, recorded in Bnok 3, Pages 534 and 5.1r5 of i listellaneous iteeords of f_os Angeles C:Uuntti. Culifomia; thence Northcrly an rite West line of 131ock IJ of the Chilton Tract, as shown on a map r=ardcd in Book 34,Page 93 Miscellanealk5 Records of Los Angeles Ccun(y. California, 5.10 chains to the N(Irtheriy lute of land conveyed In f Jacob Ross to Alexander 1'. Oliver by deed recorded March 12, 1.977 in &ook 52, Page 393 rcrortis oiLos Angeles County. t.:aiifomia:lhence Westerly slung -aid -North line 5 •Ji chains. more or less to the ccnterlinc of Olive Street, as said 01ic e titrect existed prior to I'1;3; theme Southerly aionu ;aid ccnterlinc 5.10 chains us rite centerline cif Sixth , t j t: iituneL Last along the ccnterlinc o1' Sicd Street to the point of beginning, Page 30 of 67 EX1111M A-1 LE2U DESCRIM N OF THE P PERTY 7lre Property of which the Lease Area is a part is legally described as follows. Street Address 951 6" Street City, State Zip Santa Ana, California 92703 APN: 405-191-01 & 405-191-12 An thatrW property Iocated in the State of California, County of Orange, described as follows: Parcel 3: Ail that portion of the land allotted to Julian Chaves. in the City of Santa Ana, County Of Orangc, State of California, as described in the. Final D"ree of Punitive of the Rancho Sandago do Santa Arta, which was entered September 12. 1968. in Book "B". Page 410 of judgments of the District Court of the 17th Jtulicisi District in and for Los An6cie3 County, California. described as follows: Coramencing,at a point in the centerline of olive Street_ said point being 23.57 chains West front the Nnrtheast coiner of said land allotted to Julian Chaves. running Thence South 545.70 feet to a point 25 feet South of the extended North line of Block B of Groudard s Addition to the Town of Santa Alta, A shown on a trap recorded in Book 23, Page 39 of Miscellaneous Records of Los Angeles County, California; thence nest parallel to the North line of Sixth Street 173.76 feet more or less, to a point 400 feet Fast of the SVest line of filock B of said Groudard s Addition; thence Notch 25 feet to the North line of Bloch: B of said Gfoudard's Addition: thence West 250 feet to a point 150 feet East ofthe Northwest comer of Lot I I in Block 6 of said Groudard's Addition; thence North 34 feet; thence West 371.50 feet to the Sowhwcat comer of The 2 U2 acre tract conveyed to Lottie 1, Groudard. by deed re=dcd May 29, i915 i n Book 241. Fags 293 of Deeds, records of Orange County, California; thence Nonh 498.65 feet to Northwest comes of said 2 U2 acre tract: theme East 795 feet to the point of beginning. Pmccl 4: All that portion of tide land allotted to Julian Chases. in the City of Santa Ar t. Coumly of Orattgc. State of California, as described in the Final D,,== of Partidon Of the Rancho Santiago de Santa Ana, which was entered September 12, 1968, in Book -B page 410 ofludgments of the District Court of the 17th Judicial District in and for Los Angeles Courg', California, described as follows: Tice Northerly 336,65 feet of that certain Parcel I of land deaeribed as follows: Beginning 11.97 chains Nest of the center of Olive and Fifth Streets in the RoxS Addition to Santa Ana, as shown on a map recorded in Book 3.pagers 534 and 535`o[ est 4 chimeous ; us S 1aTds 5 17 Angeles County. Califom; Thnc iaee North 15.17 chainsi thence chains; thence Bast 4 chains to the Point of beri ming parcel 5: All that portion of the land allotted to Julian Chaves. in the City of Santa Ana, County ol'Orange_ Stew of California,. as described in the Final Decree of Partition of the ILnncho Sttrn]ago eke Saata Arrt6 which was entered September 12. 1869. in Book "B", 1'age dl0 of lodgments orthe District Court of the 17th Judicial District :n and far i.us Angcic's ('tuna•. f:slifornia. d=ribcd as follows', to thc'Tovwr of Santa A rra. as shown,tn Beginning at the Northeast Corner of C'onstantine's Addihnn a map recorded in Book 23. Page ;2 or Miscellancous Records uf 1.os Angeles COMM Califoraia: thence North 154.83 foci, ronrc nr less. to --1Ix,int in tRte 1: $t tine oaf and divtant D6.6i ieet Southcrly rMM the Noriheasn corner ul' Ihat certain parrot {st' larxl described sw fnHuas: Page 31 of 67 EXMTT A -I LEGAL DES ON QE THE F110ERTY The Property of whieh the Lease Area is a part is legally described as f01lOW3: Street Address 9516" Street City, State Zip Samoa Ana, California 92703 APN: 405-191-01 & 405-191-12 All that real property located in the State of California, County of ordrim described as foltoma "Beginning 11.a7 chains West of the enter of Olive and Firth Streets in (toss Addition to Santa Alta, as shown on a map recorded in Book 1, Pages $34 to 53 Records of Les Angeles County, California; thence Nortt 15.17 chains; thence %Yost 4 chains; therd South 15.17 chains; there Fast 4 chants to the point of beginning." . 'Thence Westerly along a line drawn parallel to and distant 336.65 feet Southerly from ilia North line of that certain parodl of land last described above to its intersection with the West line of said parcel last described above; thence Southerly along the West line of said Parcel 155,07 feet, more air I-s, to ita intersection with the Wcstedy prolongation of the Northerly line of said Constantincs Addition to the Town of Santa Ana: dhcnce East in a direct line to the point ofbeginning. Pared 6: Lots i t,12, 13, 14 and 15 of Consiantine's Addition to the Town of Santa Ana, in the City of Sam Aran, County of orange, Starve of California, as Shown on a rnap recorded in Book 23, Page 32 of Miscallarimus Records of l.as Angeles County, Catifnmia, wgcther vAlh th9 folto%ing: Beginning at the Southwest comet of Lot 15 of said Constantine s Addition to the'fown of Santa Ana; thence West to a point 17.80 feet Fast from the Sauthea:t career of La 27 of McFadden- W itson Addition to Santa Aha, as shown on a map recorded in Book 28, Page 9 of Miscellaneous Records of Las Angeles County, California; thence North along a line drawn parallel with the East lira of said licit 27 and the Northerly prolongation thereof to its paint of intersection with the Westerly prolongation of the Northerly line of said Coaslantinies Addition to the TOwn of Santa And dience Fast in a direct line to the Northwest corner of Lac 15 of said Constantine s Addition to the Tovm of Santa Acts; thence South in a direct line to the point of beginning. Parcel 7: Lots 9, 10, It and l2 of Glldmachers Addition to the na, Town of Santa Ain the City of Sam Attu. County of orange, State of California, as shown on a map recorded in Book 23, Page 37 of Miscellaneous Records of Los AnOes Cotmmty, California. Parr,41 & Lots I through I I inclusive in Block B of (sroudard's Addison to the Town Oorded in la. in the City of Santa Asa, County of Orange. Stale of California. as shown on a Wrap Fage 3S of Miscellaneous Records ofI.os Angeles County, California,. together with the following. Beginning at a point in the Southerly iinc of Lot I in 1310ek a of said Groudard's Addition t Town of Santa Ana distant 15.89 feel Last from the Southwest comer of said of I-, � n tint an tlx along the Southerly line of said Lot I and; the Easterly prolotagation thereat rthence N. p Wcost Itnc (If otivv yrnxt :and the fRI )% PolN Tn 11 �2 [cet Suutlterly From the Fasterly ILI with the Mist line oi'said Lut 1. 1 U 1 feet w a poi35ani prolongation of the North line .rf Blvck 13 of said Groudard's Addit In to the TIItrKtt't Banal 9MUto a. Ihence West parallel with the South line of s id Lot 1 and the Ea ae y P KC Laii lint of said, Lot 1: thcnce South LOU feet along said. Evst line to said Soudlertp line of said Iot; Page 32 of 67 EXHIBIT A,-1 LEGAL DESCRI7710hi OR THE PROPERTY nc Property of which the Eerie Arca is a part is legally described as follows: Street Address 951 6's Street City, State Zip Santa Ana, Califomia 92703 APN: 405-191-01 & 403-191-12 All that real property located in for State of Califamia, County of Orange, described as follows: thence East in a direct line to the TRUE POINT OF BIEGLNN1Nt i, Excepting therefrom that portion of Lacs 1, 2 and 3 described in the deal to tare Cary of Santa Ana, a municipal corporation, rscoided January 13, 1933 in Book 593, rage 252 of oFlcial Rcc+7rds, Parcel 9: All that portion of the land allotted to Julian C:have$, in the City of Sar3m Ana, t ourllc of fJrangc, State of California, as described in the Final Order of Partition oC the Rancho Saaliago de Santa Ana, which vas entered September 12- 186B in Hook "S"-?age 410 of Judgments of the District Court of the i 7th. Judicial District in and for Los Angeles County, California described as follow: Begituting at the Southwest Cotner of Lot t 1 in Block B of Groudard's Addition ro the Town of Santa Ana, as shown on a rnap recorded in Boole 23, Page :8 of Miscellaneous Records of Los Angeles County, Califomia; thence North along the West floe of said Int, 125 Feet to the TRUE POINT OF BEGINNrNCr, thence continuing North 34 feet along the Northerly prolangation of the West line of said lot; thence East parallel with thcNorth fine of Block B of said GrnudardJ:s Addition I54 feet; 644= South parallel with the prolongation of the West line of said Lot 11, 34 Ccet to a point on the North lint of said Black B; thencr West along the North line of said Block B, 160 fort to the TRUE PO[NT OF BEGINNING, Parcel 10; That portion of Olive Street in the City of Santa Ana, County of Orango. State of Califomia, bounded on the South by Sixth Strcct; bounded on the West by that certain land described in the .deed to the City of Santa Ana recorded May 10, 1934 in Book 672, Page 350 of OlFicial Recortic; bounded ou the North by that certain land described in the deed recorded January l3, 19,33 in Book 593, Page 252 of Official Records: and bounded on the Easi'by that rortalo land described in the deed to the City of Santa Ana, recorded May 5, 1910 in Book 171, Pago 260 of Deeds. Page 33 of 67 EXH BTr A-2 DESCRIPTION F PRE S The location of the Premises within the Lessor's Property together with non-exclusive access, ingress, egress, easements and utilities are more Particularly described or depicud as follows: [See Attached Site Plan] AT&T C-&40 (Downtown Santa Ana) Page 34 of 67 at 7 4 ! La a � V stl'o !ya q i 4 " It I e EI i kk E4]M I ! a a� e YA a f g ? 4 ,i iR AAa �o I� 6 6 G �! 5■� G� H� Q t �ij G9F HB� y� S Page 35 of 67 Lea U 12 D g S a 7 1. Ragg ;y i S9 �q milli E a- y MOR a ■iy o'�ipp'F �A 2g�ppyg€i S!S RF d C. a1 6! 199 g3 ; oil "s Ill 6g, Olaf � r w �a paYy �� $� �a aa� [3y�3 g °b•Mg�b� �!!9 $8���ea�d ayg. ry$�!¢'.3.bIq,; yqgg$$ •9-R�$y�da9�'Y9�s� pi9 j. ki'bY� 4� ° Qam gg � 49 A s Is AEI; .4 14 kkMhipyy� a�"psp i'� b XNIPS giggg 9;a ipipip3Y� 3P�y ei �Bb i, X.e S � l � ip till .. Y�fdegeaY 4a3 !�a�Y a%/ a1 U114001 N Isola F c 11Wid jR ! x aaye Y g It I Yaaa ����� y�a9,4 11 1 Olin is till ii'm 1 1, 1y bbig�pE���!��YdSO �,g�;xlb nrFR^ � � H3..War�Mlb�i^ be Page 36 of 67 Page 37 of 67 view , G w W one12a Page 38 of 67 A ys$ A s S gs aa � NIP 4 �`° a •� � � � � rHai a 9Ei lid 111 o 11- — $ 9,i4 HIM —i�iio .a NJ a es a ? !' kr Ifll q tl ssI�� 1 i � Nil IN 1£4 u I, o I t We age 1911111 ��1ggi Y] i 4 3 pp y$�y�®■yy yy�� 6 (p Page 39 of 67 fileWC:IWINDOWSITEMPWewPhoto Siml.JPG W+ HIBIT A-2, 1118/01 Page 40 of 67 EXHIBIT C Legal Description and Survey of the Premises TOWER LICENSE THAT PORTION OF LOT 1, IN BLOCK B OF GROUARD'S ADDITION TO THE TOWN OF SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 23, PAGE 38 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF NORTH FLOWER STREET AND WEST 6TH STREET; THENCE NORTH 89" 24' 26" WEST, ALONG THE CENTERLINE OF WEST 6TH STREET, 356.50 FEET; THENCE NORTH 000 35' 34" EAST, DEPARTING SAID CENTERLINE, 30.00 FEET TO THE TRUE POINT OF BEGINNING ON THE NORTH RIGHT-OF-WAY LINE OF WEST 6TH STREET; THENCE NORTH 890 24' 26" WEST, ALONG SAID RIGHT-OF-WAY LINE, 45.00 FEET; THENCE NORTH 000 35' 34" EAST, DEPARTING SAID RIGHT-OF-WAY LINE, 20.50 FEET; THENCE SOUTH 890 24' 26" EAST, 45.00 FEET; THENCE SOUTH 000 35' 34" WEST, 20.50 FEET TO THE TRUE POINT OF BEGINNING AND CONTAINING 0.021 ACRES (923 SQUARE FEET) OF LAND, MORE OR LESS. PROPERTY OWNER THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION PROPERTY ADDRESS 951 W 6TH STREET, SANTA ANA, CALIFORNIA 92703 PARCEL NUMBER 405-191-01 [Land Survey Follows] Page 41 of 67 � �+jd�� � i� k�a ki�e 7€ LU J P-14 LO uj 0 cn 0 yg F S Ir 3 i-7 � �� I I��I �-1 III Illli���llll�llll� M��� f �I rllli�l �11�T11IIII Page 42 of 67 ( | , § \g \� •| , ! t ! ! , , , , , ! ! ! \}[! t ! jj��� \}@ §@ 9@ 9 9+ e e a R G«@@ Page 43 of67 Page 44 of 67 Page 45 of 67 Z9 U) 1 :3 H �� �|■�!!� 2 | \ § § §� - � �\ � 11 51 r m t7i USE 1405 - - - - - - - - -- Page 4 of 67 EXHIBIT D Licensee's Facilities THE LICENSEE'S WIRELESS TELECOMMUNICATIONS 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, AS AUTHORIZED UNDER THE AGREEMENT, ARE DESCRIBED AS FOLLOWS: Page 47 of 67 f 4F •° F35:.3 py7? t 3&_ea'sf_3c� }�rjtlffi Y ip l i 1 sEld q# ac,^ __•y.�. 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SSS - W ... x Q tlx Y YE Ell Page 65 of 67 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 20 10, 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 0104 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. Notice of Cancellation Page 66 of 67 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 AXII, 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 67 of 67