Calexico City Council
September 21, 2022

AGENDA
ITEM
11 CITY OF CALEXICO

CALEXICO

STAFF REPORT
DATE: September 21, 2022
Mayor and City Council
PREPARED BY: Carlos Campos, City Attorney
SUBJECT: Easement and Assignment Transaction between the City of Calexico and SBA Towers X, LLC for the Calexico Water Tower Located at 352 East First Street, Calexico, CA
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Recommendation:

Recommend approval of the Third Amendment to Agreement for Purchase of Easement, and updated Easement and Assignment Agreement with SBA Towers X, LLC (SBA) for the Calexico Water Tower located at 352 East First Street, subject to final revisions as approved by the City Manager and City Attorney, and authorize the City Manager, or designee to execute all ancillary documents and take all actions, as necessary to complete the proposed transaction contemplated therein.

Summary:

The City owns the property at 352 East First Street where the City-owned water tower is situated (Water Tower). In March 2020, the City issued a Request for Proposals for the acquisition of the Water Tower site and the existing telecommunication leases and on June 3, 2020, the Council selected the highest bidder, SBA, who proposed to obtain a 55-year easement over the Water Tower and obtain assignment of all existing leases in exchange for a one-time lump sum payment to the City and the City would also receive 70% of gross rental revenue for any new tenants added to the Water Tower.

Since the initial selection of SBA, structural defects have been discovered AGENDA upon the support structure of the Water Tower. Due to these structural ITEM defects, the parties have negotiated the attached Third Amendment to Agreement for Purchase of Easement, and updated Easement and Assignment Agreement with SBA to require decommissioning, removal and replacement the existing Water Tower with a faux water tower. Under the Third Amendment to Agreement for Purchase of Easement, and updated Easement and Assignment Agreement, SBA would complete the demolition and replacement of the Water Tower, relocate all existing tenants, and maintain and repair the replacement water tower for the easement term, in exchange for a flat fee of $1,005,000 and SBA absorbs all other costs to complete the demolition, installation of the replacement owner, and relocation of the existing tenants. The City will receive 70% of all gross rental revenue for any new tenants added to the replacement tower.

The replacement faux water tank will be designed to match the existing Water Tower color scheme and "Welcome to the City of Calexico" message. Additionally, all antennas, wires and conduits for the wireless facilities will be placed within the faux water tank to minimize the visual and aesthetic impact of the wireless facilities and appurtenances.

Additionally, SBA will remove and preserve the existing Water Tank on the property until such time the City identifies a permanent location for existing Water Tank to continue to be used and enjoyed as a City landmark. The City will be obligated, at its own cost, to relocate the existing Water Tank to a new permanent location following SBA's removal.

Background Discussion:

The Water Tower is no longer used for water storage. However, in the last couple decades, the City has entered into contracts with various wireless carriers (AT&T, Sprint, T-Mobile, Verizon) and with the Customs and Border Patrol to allow the placement of wireless antennas and equipment on the Water Tower and on the ground beneath the Water Tower. Collectively, these contracts currently generate approximately $90,000 in annual lease revenues. In 2019, the City discovered a structural defect in one of the support footings of the Water Tower and made some limited repairs.

In March 2020, the City released a Request for Proposals for the acquisition of this Water Tower site and the leases. The RFP was widely distributed to companies that manage and own wireless towers and leases, and on June 3, 2020, the Council in Closed Session selected the highest bidder, SBA. The City Attorney and staff subsequently negotiated an Agreement for Purchase of Easement (Initial Purchase Agreement), and an Easement and Assignment Agreement with SBA that the Council approved at its regular meeting on July 15, 2020. Under the Initial Purchase Agreement, SBA was to pay the City $1,510,000 and 70% of gross revenues for any new tenants added to the Water Tower in exchange for a 55-year easement over the Water Tower and an assignment of all lease revenues for the current tenants. Over the 55-year easement term, SBA would assume on-going site management responsibilities, while the City remained obligated to repair and maintain the Water Tower and the City.

In August 2019, the City hired Malouf Engineering Intl. Inc. to complete a limited structural analysis of the repairs and tank. The report was limited because the engineer did perform a site visit and based the report on photos of the repairs only. The City issued an RFP for Structural Engineering Services and on November 18, 2021 selected Horrocks Engineering to complete a more thorough structural engineering report assessing the Water Tower and at the City's election, to prepare plans and specifications of any repairs necessary to bring the Water Tower in compliance with all applicable codes (CBC 2019.

ASCE 7-16, AWWA D-100-11, ANSI/TIA-222-H-1).

Updated Transaction:

SBA reviewed the structural engineering report by Horrocks and the proposed plans and specifications for the repair and now disputes the longevity of the repair over the entire 55-year easement term. In light of SBA's conclusion that the structural integrity of the Water Tower will fail over the 55-year easement term, even if repaired, SBA and the City have agreed to allow the decommissioning of the existing Water Tower and its replacement by faux water tower.

SBA will complete all work to decommission and remove the existing Water Tower, construct a replacement faux-water tower, and relocate all existing wireless tenants onto the replacement tower. SBA will assume day-to-day site management responsibilities and all maintenance and repair obligations for the replacement tower over the 55-year easement term. SBA will convey the replacement tower to the City at the conclusion of the term.

As consideration for the updated transaction, SBA has updated its two proposals:
(i) a fixed one-time payment of $1,005,000 and SBA absorbs all costs for the demolition and replacement work, and tenant relocation; or (ii) an initial purchase price of $2,000,000 that will be reduced by the actual costs incurred by SBA to demolish and replacement the tower, and relocation of all tenants. SBA has estimated that the demolition and replacement costs will be approximately: $500,000 for the replacement tower, $130,000 for the pre- construction work and temporary tenant towers, and $365,000 for constructing the new tower.

In either proposal, the City will retain 70% of all gross revenues received for any new tenants added to the Tower during the 55-year easement term. The key difference between SBA's proposal options is whether or not the City would like to take on the risk of cost overages over SBA's estimated costs.

Environmental Determinations:

The replacement of the water tower project is exempt from the California Environmental Quality Act pursuant to State CEQA Guidelines section 15301 (Class 1 - Existing Facilities), which consists of the operation, repair, maintenance, or minor alteration of existing public structures, facilities, or mechanical equipment involving negligible or no expansion of existing or former use. The replacement of the existing water tower with a faux tower on the same site would not expand the existing use. The replacement is done for structural integrity and the faux tower will continue to serve wireless tenants. Additionally, the project is exempt pursuant to State CEQA Guidelines section 15302 (Class 2 - Replacement or Reconstruction), as the project involves the replacement of a structure with one of substantially the same size, purpose, and capacity.

The project is also exempt pursuant to State CEQA Guidelines section 15303 (Class 3 - New Construction or Conversion of Small Structures), as it involves the construction of a faux tower to replace the existing water tower with a minimal building footprint. The future relocation site for the existing tower is currently unknown. Any future relocation of the existing tower will be subject to CEQA.

None of the exceptions to the categorical exemptions in State CEQA Guidelines section 15300.2 apply. The project is not located in a particularly sensitive environment as the project impact area is disturbed. No jurisdictional resources are present in the project footprint, and no special-status vegetation communities or habitat for special-status plant or wildlife species would be impacted by the project. The cumulative impact of successive projects of this same type in the same place over time would not be significant because the project site is limited in size and scope to the replacement of one water tower.

The project does not involve any unusual circumstances; it involves improvements and structures comparable to existing improvements at the site.

The project is not located within a scenic highway and would not result in damage to any scenic resources. The project is also not located on a site designated pursuant to Government Code 65962.5 (hazardous waste site), and would not involve any changes to a historical resource.

Fiscal Impact:

Provides for a one-time payment of approximately $1,005,000 upon closing of the transaction with SBA. Going forward, the City will forego any lease payments from existing tenants on the site for the term of the easement, but if new tenants are added, the City may receive 70 percent of those revenues.

Alternatives:

The City Council may wish to consider the following alternatives:

1. Provide alternative direction to staff.

Attachments):

1. Third Amendment to Agreement for Purchase of Easement with SBA Towers X, LLC

2. Easement and Assignment Agreement with SBA Towers X, LLC Original Offer Updated Offer
Easement Term 55 years 55 years
Lump Sum Payment $1,510,000 Either (i) a fixed lump sum of $1,005,000 and SBA absorbs all
construction demo install costs, or
(ii) a lump sum of $2,000,000 minus
all actual costs incurred by SBA
(SBA increased both amounts by
$200,000 to account for the
community benefit component/Wi-Fi)
Tower Maintenance and Repair City owns tower and obligated to SBA owns tower and obligated to Responsibility perform repair and maintenance for 55 perform repair and maintenance for 55 year term year term
SBA Role SBA handles day-to-day operations. SBA completes removal of existing tower, and replacement with faux
water tower, SBA handles temporary
relocation of all existing tenants on the
tower.

Relocation of Existing Water Tank N/A At City's cost. Need public bids.

City must repair Water Tank at City's Informal research ballparks cost at cost. Estimated $200-300k. New bids $300,000 + installation costs at new must be obtained
Revenue Share 70% gross revenue share for any new 70% gross revenue share for any new tenants tenants
Wi-Fi Not offered SBA offering Wi-Fi to three City
properties at $135,000.00 -
$155,000.00 all in for a five (5) year
ATTACHMENT 1

AGREEMENT FOR PURCHASE OF EASEMENT

AGREEMENT FOR PURCHASE OF EASEMENT
This AGREEMENT FOR PURCHASE OF EASEMENT SBA shall withhold an amount equal to the rent payments (this "Agreement"') is dated as of the day of due under the Existing Agreements during the period of Dela vare limited letty company SEA, havin time commencing on the Closing Date and expiring on the last day of the first calendar month after the Closing Date, address at 8051 Congress Avenue, Boca Raton, Florida such amount to be reconciled once the Existing Customers 33487, and THE CITY OF CALEXICO, CALIFORNIA, a under the Existing Agreements commence payment of rent municipal corporation ("Site Owner"), having an address at directly to SBA, whereupon either party owing the other 608 Heber Avenue, Calexico, California 92231, Attn: City party a sum of money from such Existing Agreement rent Manager, Email Address [email protected], FEI payments will promptly pay the sum to the other party in Number 95-6000684. Current Funds within fifteen calendar days following SBA receiving such rent payment directly from such Existing Preliminary Statement: Customer.

Site Owner has agreed to sell the Site Owner Assets (as REPRESENTATIONS AND WARRANTIES OF defined below), to SBA, and SBA has agreed to purchase SITE OWNER. As a material inducement to SBA to enter the Site Owner Assets from Site Owner, on the terms, into this Agreement, Site Owner represents and warrants to covenants and conditions set forth in this Agreement. In SBA as follows:
addition, Site Owner has agreed to enter into the Easement (defined in Section 5.7 below) with SBA at Closing. Authority. Site Owner is a California municipal corporation, duly organized, validly existing and Site Owuer and SBA hereby agree as follows: in good standing under the laws of the state of California.

All documents, including this Agreement, executed or to be

1. DEFINITIONS. Capitalized terms used but not executed by Site Owner (a) have been duly authorized, and otherwise defined in this Agreement will have the meanings have been or will be duly executed and delivered by Site set forth in Exhibit "A". Owner, (b) are or will be legal, valid and binding obligations of Site Owner, and (c) do not and will not violate any

2. SALE AND PURCHASE. In consideration of the provisions of any agreement to which Site Owner is a party mutual covenants contained in this Agreement, and other or Site Owner is bound. Site Owner has the full right, power good and valuable consideration, Site Owner agrees to sell and authority, without the necessity of obtaining the consent and convey the Site Owner Assets to SBA and SBA agrees or approval of any other Person, to enter into this Agreement to purchase the Site Owner Assets from Site Owner, on the and to perform Site Owner's obligations under this terms, covenants and conditions set forth in this Agreement. Agreement.

In addition, Site Owner agrees to enter into the Easements with SBA at Closing for a portion of the Water Tower Real Properly. Site Owner has good and located at 352 East First Street, Calexico, California 92231, marketable fee simple title to the Property, which is legally together with certain ground area underlying the Water described on Schedule 4.2 attached hereto and made a part Tower as more particularly described in the Easements. hereof, and the Water Tower thereon. Site Owner will enter into the Easement with SBA at Closing for access to and use

3. PURCHASE PRICE AND METHOD OF of the Water Tower, free and clear of all liens and PAYMENT. encumbrances.

3.1 Purchase Price. The Purchase Price of the 4.3 Existing Agreements. Site Owner has Site Owner Assets (including the consideration for the attached hereto as Schedule 4.3, true, correct and complete entering into of the Easement) is One Million Five Hundred copies of the Existing Agreements. Site Owner will assign Ten Thousand and 00/100 Dollars (S1,510,000.00), subject its interests in the Existing Agreements to SBA at Closing to all adjustinents, credits and prorations contained in this free and clear of all liens and encumbrances, excepting only Agreement. In the event the Included Revenue being the Permitted Exceptions. Except for the rights of the generated by Included Leases on the Property is less than Existing Customers, as tenants only, pursuant to the $85,846.00 annually at Closing, then the Purchase Price Existing Agreements, to the best of Site Owner's shall be reduced by the amount the Included Revenue is less knowledge, without investigation thereof, no Person other than $85,846.00 multiplied by 17.59. SBA shall pay the than SBA will on the Closing Date be in, or have any right Purchase Price to Site Owner by wired funds. or clain to, possession of the Site Owner Assets (or the Water Tank). Other than the Existing Agreements, there are

3.2 Rent Reconciliation. Notwithstanding no leases, subleases, licenses or other occupancy anything contained in Section 8 to the contrary, at Closing, agreements (written or oral) which grant any possessory PUB337~1- vI 1
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interest in or to the Site Owner Assets, or which grant other Utilities and Access. To the best of Site rights with respect to the use of the Site Owner Assets Owner's knowledge, without investigation thereof, all (including the portion of the Water Tower and ground electric, telephone, drainage facilities and other utilities required for use and operation of the telecommunications Furthermore, Site Owner represents and warrants that to the facilities on the Water Tank are installed within valid, best of Site Owner's knowledge, without investigation written, recorded easements and such utilities are in good thereof: (i) each Existing Agreement is in full force and working order, meet all current codes and ordinances and effect and has not been modified, terminated, non-renewed are of adequate size and capacity to service the or amended, nor has any Existing Customer given notice telecommunications facilities on the Water Tank. Site (written or oral) of an intent to terminate the Existing Owner is not responsible for the payment of any utilities Agreement; (ii) each Existing Customer has accepted and charges for electricity or any other utility service used by remains in possession of its premises under its Existing any Existing Customer.

Agreement and operates and maintains its equipment
thereon; (iii) Site Owner is collecting the rent set forth in Mechanics' Idens. To the best of Site each Existing Agreement on a current basis and there are no Owner's knowledge, without investigation thereof, on the past due amounts thereunder; (iv) except as expressly set Closing Date, there will be no outstanding contracts made forth in the Existing Agreements, no Existing Customer is or authorized by Site Owner for the Water Tower or any entitled to any rental concessions or abatements in rent for oflier work or services to the Site Owner Assets, including any period subsequent to the Closing Date; (v) Site Owner professionals such as architects, engineers and planners, has not given notice to any Existing Customer claiming that which have not been fully paid for. the Existing Customer is in default under its Existing
Agreement, and, to the best of Site Owner's knowledge, 4.7 Taxes and Assessments. All ad valorem there is no event which, with the giving of notice or the real property taxes for the Property and all personal property passage of time or both, would constitute such a default; (vi) taxes for the Site Owner Assets that are due and payable Site Owner has not received notice from any Existing have been fully paid, and further, there are no existing or Customer claiming that Site Owner is in default under the pending special assessments, fees or similar obligations Existing Agreement, or claiming that there are defects, affecting the Property, Water Tower and Improvements, offsets or defenses in the Water Tower, which default or which may be assessed by any Governmental Authority. defect remains in any manner uncured; (vii) except as
expressly set forth in the Existing Agreements, there are no Condemnation. To the best of Site security deposits or prepaid rentals under any of the Existing Owner's knowledge, without investigation thereof, there are Agreements; (ix) no Existing Agreement provides for non- no present or pending legal or administrative proceedings monetary rent or other consideration to the Site Owner relative to condemnation, or other taking by any thereunder; and (x) no Existing Customer is an Affiliate of Governmental Authority, of any portion of the Property.

Site Owner.

4.9 Legai Compltance; No Proceedings. To
Defects. Except as expressly set forth in the best of Site Owner's knowledge, without investigation this Agreement or in the Easements, Site Owner makes no thereof, the use, operation, and maintenance of the Site further warranty or representation whatsoever concerning Owner Assets by Site Owner and the Existing Customers the Site Owner Assets, Water Tower or Improvements, and, all other Persons is in full compliance with all including without limitation, the condition, fitness, or utility applicable Legal Requirements and with all easements, for any purpose thereof, of any improvements thereto with restrictive covenants, reservations and similar matters of applicable laws, ordinances, or governmental regulations. record. Further, to the best of Site Owner's knowledge, Except as expressly set forth in this Agreement or in the without investigation thereof, there are no outstanding Easements, SBA's right to use Site Owner Assets is strictly notices of violation currently in effect for the Water Tower on an "as is" basis with all faults, existing as of the Closing or Site Owner Assets, and there are no other suits, actions Date, subject to Site Owner's ongoing or proceedings pending or, threatened, against or affecting maintenance obligations contained in Section 6 of the the Site Owner Assets before any Governmental Authority, Easements. To the best of Site Owner's knowledge, there and Site Owner is not in default under any judgment, order, are no physical, structural or mechanical defects in the writ, injunction, rule or regulation of or issued by any Water Tower or other Improvements, other than those Governmental Authority. conditions described in the Request for Proposals for
Acquisition of Existing Macro Cell Site and Leases (352 4.10 Permits. To the best of Site Owner's First Street Water Tower) issued by Site Owner on April 6, knowledge without investigation thereof, all Permits have 2020, to which SBA submitted a proposal thereunder and been issued, are fully paid for and are in full force and effect was subsequently selected by Site Owner for the and no Person is attempting to build a macro opportunity to enter into this Agreement and the Easements. telecommunications facility within one (1) mile within the PUB337~1 -vl 2
81211.00302133071897.2
City of Calexico, and Site Owner has not received notice of will furnish to SBA true, correct and complete copies of all the same. records, documentation and other information in its possession (or in the possession of Site Owner's attorneys

4.11 Hazardous Materials. To the best of Site or other representatives) as SBA may reasonably request Owner's knowledge without investigation thereof, the concerning the ownership, use, operation and condition of Property has not in the past been used, and is not presently the Site Owner Assets and Water Tower. The Inspection being used, for the handling, storage, transportation, or Period shall automatically be extended one day for each day disposal of hazardous or toxic substances, materials, past five that Site Owner fails to deliver the documents pollutants or waste (or similar items under applicable required by this Section to SBA. environmental Legal Requirements). To the best of Site
Owner's knowledge, there has been no release of any such 5.3 Survey/Mapping. During the items into the environment from the Property. Inspection Period, SBA shall, at its sole cost and expense, procure a survey and an engineer's mapping depicting the Easements, prepared by a professional and properly
entered into any other contract of sale for, and has not given licensed land surveyor and engineer.. The resultant any Person the option to purchase, any portion of the Easement survey and mapping shall be attached as Exhibits Property, Water Tower or Site Owner Assets. 2 and 3 of the Easement Agreement at Closing, following Site Owner's acknowledgement and approval of its

4.13 Accurate Documents. To the best of Site accuracy, such approval not to be unreasonably withheld, Owner's knowledge without investigation thereof, all conditioned or delayed. contracts, documents, reports, deeds, leases, title insurance policies, title opinions, surveys and other items relating to 5.4 Goverumental and Third Party Contact. the Site Owner Assets and delivered to SBA pursuant to this SBA may, but is not obligated to, contact any Governmental Agreement are true, correct and complete copies of the Authority about any Permits or Legal Requirements originals thereof. concerning the Site Owner Assets, and may, but is not obligated to, contact any Existing Customer or other Person Accuracy of Representations and about the Easements, the Existing Agreements or any other Warranties. For purposes of any representation or warranty aspects of the Site Owner Assets. Within three (3) business based on Site Owner's knowledge contained herein shall days following SBA's request, Site Owner shall execute and mean the personal knowledge of David Dale, City Manager, deliver to SBA a letter in the form attached hereto as Exhibit Liliana Falomir, Public Works Manager, and Karla "E" authorizing any Existing Customer to review, return Lobotos, Finance Director, who represent all employees of and connunicate with SBA regarding the applicable the Seller with responsibility for the subject matter of the Existing Customer Estoppel. transaction contemplated by this Agreement. All of Site Owner's representations and warranties contained in this 5.5 Changes During Inspection Perlod.

Agreement and Site Owner's liability therefore will survive During the inspection Period, Site Owner will not (a) permit the Closing. SBA will have no duty to investigate or any new occupancy of, or enter into any nes lease, license inquire about the accuracy or veracity of any representation or other occupancy agreement for, space on the Water or warranty of Site Owner. Tower or Water Tank or any ground space subject to the Easements, (b) renew, modify or terminate the Existing

5. INSPECTION PERIOD. Agreements, (c) take any action or fail to take any action that would constitute a default under the Existing
Access. SBA and its representatives, will Agreements, or (d) enter into or renew any management have access to the Site Owner Assets and the financial naintenance, service or other agreement affecting the Wate records of the Site Owner Assets at any time during normal Tower or any ground space subject to the Easements, business hours during the Inspection Period, at SBA's sole without SBA's prior written approval in each instance, cost and expense, to show the Site Owner Assets to third which approval will not be unreasonably withield or parties and to perform any tests, inspections, surveys, studies, environmental site assessments and measurements which SBA reasonably deems necessary or appropriate. 5.6 Conduct During Inspection Period.

SBA will restore any disturbed Site Owner Assets to its prior condition. SBA will indemnify and hold Site Owner harmless from any Claims suffered or incurred by Site
Owner as a result of SBA's entry upon the Property prior to and Property, and (c) will not encumber, modify or alter the the Closing. Site Owner Assets in any material respect.

5.2 Key Documents. Within five business (5) 5.7 Termination. SBA will have the right, in days following its execution of this Agreement, Site Owner ts sole and absolute discretion, to terminate this Agreemen PUB337~1 - vl 3
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at any time during the Inspection Period for any reason PRORATIONS. taxes, real estate whatsoever, including but not limited to (i) a breach of this assessments, utility charges and similar expenses related to Agreement by Site Owner, (ii) a material adverse change in the Site Owner Assets will be prorated as of 12:01 A.M. on the Site Owner Assets prior to Closing, (1ii) the failure to the Closing Date on the basis of a 365-day year (it being obtain any approvals deemed necessary by SBA, (iv) the understood that Site Owner shall be responsible for all such failure to obtain confirmation from the Existing Customers expenses covering all periods (or portions thereof) prior to that the Existing Agreement is in full force and effect, or (V) the Closing Date and shall be entitled to all Site Owner any other reason in SBA's sole and absolute discretion; Assets income attributable to all periods (or portions provided, however, that in the event that SBA terminates thereof) prior to the Closing Date, and SBA being this Agreement for any reason other than as per Section responsible for all such expenses for all periods (or portions

5.7(i)-(iv) above, SBA shall reimburse Site Owner for all thereof and entitled to all such income attributable to all actual out-of-pocket expenses incurred to date, not to periods (or portions thereof) on or subsequent to the Closing exceed $10,000.00. SBA will notify Site Owner in writing Rents actually collected under the Existing of its intention to terminate this Agreement pursuant to this Agreements will be prorated as of 12:01 a.m. on the Ciosing Section prior to 9:00 p.m. E.S.T. on the last day of the Date on the basis of a 30-day month. If Site Owner receives Inspection Period (or, if the last day of the Inspection Period any rents or other receipts subsequent to the Closing Date is not a Business Day, prior to 9:00 p.m. E.S.T. on the first which relate to any period of time subsequent to the Closing Business Day following the end of the Inspection Period). Date, Site Owner will use best efforts to promptly pay to If SBA fails to so notify Site Owner within such time period, SBA in Current Funds that portion of the rents attributable all rights of SBA to terminate this Agreement pursuant to to the period of time subsequent to the Closing Date. All this Section will be null and void and of no further force or utility deposits and reservation fees paid by or on behalf of Site Owner in connection with the Site Owner Assets will be assigned and transferred to SBA, if any. If any of the Easement. At Closing, Site Owner and prorations cannot be calculated accurately on the Closing SBA shall enter into the Easements, in the form attached Date, then the same will be calculated within sixty (60) days hereto as Exhibit "D" SBA (the "Easements"). The terms after the Closing Date and either party owing the other party of the Easements are incorporated herein by reference. a sum of money based on such subsequent prorations will promptly pay the sum to the other party in Current Funds.

6. CLOSING. If all representations and warranties The terms of this Section will survive the Closing. contained in this Agreement are tnue and correct, and all conditions precedent contained in this Agreement are RISK OF LOSS. Site Owner will bear all risk of satisfied and this Agreement is not terminated in accordance loss to the Site Owner Assets, whether by fire, casualty or with Section 5.6, Site Owner and SBA agree that the otherwise from the Effective Date through and including the Closing will be consummated at 2:00 p.m. E.S.T. on the Closing Date.

Closing Date, which will be conducted by nationally

10. INDEMNITY.

Owner will deliver the items listed on Exhibit "B" to SBA, each fully executed and acknowledged as required, and 10.1 Site Owner's Indemnity. After the SBA will deliver the items listed on Exhibit "C" to Site Closing Date, Site Owner will indemnify, defend and hold Owner at Closing, each fully executed and acknowledged as harmless SBA from and against any Claims arising out of required. (a) any breach of any representation or warranty by Site Owner, (b) any breach or default by Site Owner under this EXPENSES. Each of Site Owner and SBA will Agreement, and (c) any act or omission of Site Owner or its pay its own attorneys' fees and costs incurred in connection agents or representatives relating to the Water Tower or Site with the negotiation of this Agreement and consummation Owner Assets and occurring during the period of time prior of the Closing. Site Owner will pay the cost of all transfer to the Closing, including any act or omission, or series of taxes (including any documentary stamp taxes), with similar or related acts or omissions commencing prior to the respect to the transactions contemplated by this Agreement. Closing Date and continuing after the Closing Date.

SBA will pay the cost of a title insurance policy insuring SBA's interests in the Site Owner Assets (if SBA elects to 10.2 SBA's Indemnity. After the Closing obtain a title insurance policy) and any costs associated with Date, SBA will indemnify, defend and hold harmless Site its inspection of the Site Owner Assets (including the Water Owner from and against any Claims arising out of (a) any Tower) during the Inspection Period. Any items of cost or breach of any representation or warranty by SBA, (b) any expense not specifically allocated above will be paid by the breach or default by SBA under this Agreement, and (c) any party to the transaction that customarily bears such cost or act or omission of SBA or its agents or representatives expense within the county in which the Property is located. relating to the period of time subsequent to the Closing, excluding, however, any Claims arising out of any act or omission, or series of similar or related acts or omissions of PUB337~1- vl 4
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Site Owner or its agents or representatives, commencing and costs incurred, including reasonable attorneys' fees and prior to the Closing Date and continuing after the Closing costs. This Section will survive the Closing.

Date..

16. GOVERNING LAW. This Agreement will be

11. DEFAULT. governed by and construed and enforced in accordance with the internal laws of the State of California without regard to

11.1 SBA's Default If SBA fails to perform principles of conflicts of laws. its obligations under this Agreement, Site Owner will have the right of specific performance, without waiving Site JURISDICTION AND YENUE.

Owner's right to sue SBA for damages, or a combination of acknowledge that a substantial portion of the negotiations, specific performance and damages. No remedy conferred anticipated performance and execution of this Agreement upon Site Owner is intended to be exclusive of any other occurred in Imperial County, California. Any civil action remedy, and each remedy will be cumulative and in addition or legal proceeding arising out of or relating to this to every other remedy available under this Agreement, at Agreement shall be brought in the courts of record of the law or in equity. No single or partial exercise of any remedy State of California in Imperial County. Each party consents will preclude any other or further exercise thereof. to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of

11.2 Site Owner's Default. If Site Owner fails venue of any such civil action or legal proceeding in such to perform any of Site Owner's obligations under this court. Service of any court paper may be effected on such Agreement, SBA will have the right of specific party by mail, as provided in this Agreement, or in such performance, without waiving SBA's right to sue Site other manner as may be provided under applicable laws, Owner for damages, or a combination of specific FATE rules of procedure or local rules. performance and damages. No remedy conferred upon SBA
is intended to be exclusive of any other remedy, and each INTEGRATION. All prior understandings and remedy will be cumulative and in addition to every other agreements between the parties with respect to the subject remedy available under this Agreement, at law or in equity. matter of this Agreement, are merged in this Agreement.

No single or partial exercise of any remedy will preclude Neither party is relying upon any statement, covenant or any other or further exercise thereof. representation made by any other party which is not embodied in this Agreement.

BROKER. Neither SBA nor Site Owner has dealt
with any real estate agent, broker or finder in connection AMENDMENTS. No purported amendment to or with the transaction contemplated by this Agreement. waiver of any term of this Agreement will be binding upon any party, or have any other force or effect in any respect, 13, INTERPRETATION. The section headings in unless the saine is in writing and signed by the party to be this Agreement have been inserted for convenience of charged. reference only and do not define, modify or describe the scope or intent of any of the terms of this Agreement. This 20. ASSIGNMENT. Except as set forth herein, Agreement will be interpreted and enforced in accordance neither SBA nor Site Owner may assign this Agreement with its provisions and without the aid of any custom or rule without the prior written consent of the other party. of law requiring or suggesting construction against the party Notwithstanding the foregoing, either party may assign this drafting or causing the drafting of the provisions in Agreement to any Affiliate without the other party's question. consent, after which the assignee may enforce all rights and remedies of the assigning party under this Agreement. SBA NOTICES. All notices, demands o may designate a noininee to take title to the Easement and ommunications required or permitted under this Existing Agreements and Site Owner shall convey the Agreeinent will be in writing and delivered by hand or Easement and Existing Agreements to such nominee. mailed by certified mai, return receipt requested, postage and registration or certification charges prepaid, or by BINDING EFFECT. This Agreement will be nationally recognized overnight courier service, to the party binding upon, and will inure to the benefit of, the Site entitled thereto at the address first set forth above, or such Owner, SBA and their respective successors and assigns. other party(ies), or addresses) as either party specifies by written notice to the other from time to time. Courtesy copy FURTHER ASSURANCES. Each parly will, by email is permissible, but shall not constitute notice under froin time to time, execute, acknowledge and deliver such this Section. further instruments, and perform such additional acts, as the other party may reasonably request in order to effectuate the ATTORNEYS FEES AND COSTS. In the event intent of this Agreement, including cooperating with SBA of any litigation or arbitration arising out of this Agreement, in connection with changing ownership information with the prevailing party will be entitled to recover all expenses the FCC. This Section will survive the Closing.

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or remedies to any Persons other than Site Owner, SBA and

23. THIRD PARTIES. Nothing in this Agreemen their respective successors and assigns. hether express or implied, is intended to confer any righ The parties hereto have executed this Agreement on the dates set forth below.

SITE OWNER:

THE CITY OF CALEXICO, CALIFORNIA
Dal
By: _
Name: DAviD DALE
Its:

Date: 7/22/20
SBA:

SBA TOWERS X, LLC
By:

Name: Thomas P. Hunt
Title: Executive Vice President and General Counsel
Date:

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Schedule of Exhibits
Exhibit "A" Defined Terms
: List of Site Owner's Closing Documents
Exhibit "B"
Exhibit "C" - List of SBA's Closing Documents
Exhibit "D" - Form of Easements
Exhibit "E" - Tenant Authorization Letter
Schedule 4.2 Legal Description of Property
Schedule 4.3 True and Correct Copies of Existing Agreements PUB337~| - v1
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Exhibit "A"
Defined Terms
The following terms will have the following meanings throughout this Agreement:
"Affiliate" - with respect to a Persol, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the first Person. "Business Day" - any day other than a Saturday, Sunday or a day upon which banking institutions in the State of Florida are authorized or required by las to close.
"Claim" - any claim, damage, loss, liability, obligation, demand, defense, judgment, suit, proceeding, disbursement or expense, including reasonable attorneys' fees or costs (including those related to appeals). "Closing" - the date upon which the consummation of the purchase and sale of the Site Owner Assets occurs in accordance with the terms of this Agreement.
"Closing Date" - the second (2nd) Business Day following the expiration of the Inspection Period, unless extended by the terms of this Agreement or by mutual consent of SBA and Site Owner. "Code" - the federal Internal Revenue Code of 1986, as amended. "Current Funds" - wired funds, cashier's check or certified check. "Effective Date" - the later of the dates that Site Owner and SBA have executed this Agreement. "Existing Agreements" - the lease and licerse agreements encumbering the Property as of the Effective Date, and identified in Schedule 4.3 as may be amended from time-to-time shall remain Existing Agreements. "Existing Customers" - each of the lessees, licensees or other occupants under the Existing Agreements. "FAA" - Federal Aviation Administration.
"FCC" - Federal Communications Commission.
"Governmental Authority" - the United States of America, the state, county, town or other municipality in which any of the Property is located, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any of them (including the FAA, the FCC, any drainage district, street lighting district or special taxing district). "Improvements" - all equipment shelters, storage facilities, cabinets, anchors, guy wires and other improvements which are located on or appurtenant to the Water Tower as permitted by the Existing Agreements. "Included Lease" - any Existing Agreement provided (a) (1) such Existing Customer has not filed bankruptcy, (2) such Existing Agreement does not expire within six (6) months following the Closing Date, (3) the applicable Existing Customer has not sent a notice of non-renewal to Site Owner or a notice to Site Owner or SBA of intent to terminate or repudiate the applicable Existing Agreement, and (4) such Existing Customer has not sent a notice of default by the landlord under such Existing Customer prior to the Closing Date, and (b) the applicable Existing Customer has installed and operates and maintains its equipment on the Water Tank and the applicable Existing Customer has commenced paying rent under the applicable Existing Agreement. No Existing Agreement with au Affiliate of Site Owner shall be considered an Included Lease. "Included Revenues" - an amount equal to the product of twelve (12) times the rent payments paid or payable (provided the same are not more than thirty (30) days delinquent) by Existing Customers under an Existing Agreement in the thirty (30) day period preceding the Closing Date; provided, however, such amount (a) shall not include any security deposits, 81211.00302133071897.2
prepaid rents (unless taken into income by SBA), refunds to tenants, sales, property, excise or similar taxes imposed by Governmental Authorities and collected from subtenants and pass through expenses collected from any Existing Customers, and (b) shall include, in the case of prepaid rent, an apportioned amount of such prepaid rent attributable to such thirty (30) day period.
"Inspection Period" - the period commencing on the Effective Date and ending on the first Business Day following the forty-fifth (45'') calendar day thereafter.
"Legal Requirements" - any law, ordinance, order, rule or regulation of any Governmental Authority which pertains to the Site Owner Assets or Site Owner, including all building, zoning, land use, subdivision, setback, platting, health, traffic, environmental, hazardous waste, natural resources or flood control matters. similar aproval or aly governmental Autory ating justicion over tie Prope, gerificates of completions, variances and "Permitted Exceptions" - exceptions to title which SBA fails to object to in writing during the Inspection Period. association, Gover a mal l persity corporation, partership, limited liability company, trust, joint venture, unincorporated roperty." - the real property described on Schedule 4.2 upon which the Water Tower, located at 352 East First Stree lexico. Calitornia 9223l. is locate
"Purchase Price" - the amount set forth in Section 3.1. "Service Contracts" - all service contracts, maintenance contracts and management contracts, if any, affecting the Site "Site Owner Assets" - Site Owner's interests in the Existing Agreements subject to the terms of the Easeinents. Site Owner Assets also inchedes SBA's interest in the Water Tower and portions of the ground area therender granted pursuant to the Easements. For the avoidance of doubt, except for the interest in the Water Tower and portions of the ground area thereunder granted pursuant to the Easements, SBA is not taking fee title or other interest in or to the Property. "Water Tank" - the structure comprising the uppermost portion of the Water Tower above the existing mechanical room, approximately one hundred (100) feet above the natural grade of the Property. The Water Tank includes the steel angle guardrail and catwalk affixed thereto.
"Water Tower" - the approximately one hundred forty-one (141) foot structure on the Property, which includes the Water Tank.

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Exhibit "B"
List of Site Owner's Closing Documents

1. The Easement.

2. The Bill of Sale and Assignment.

3. The Existing Customer Estoppels.

4. The Income and Expense Affidavit.

5. Originals of all Existing Agreements and Permits.

A notice from Site Owner to each of the Existing Customers, in form and substance reasonably acceptable to SBA, informing the Existing Customers of the sale of the Site Owner Assets to SBA.

Evidence that all utility charges for the Water Tower have been paid through a date not more than thirty (30) days prior to the Closing Date.

8. Evidence of the termination of the Services Contracts which SBA has not elected to assume.

An affidavit to SBA's title insurer, in form and substance reasonably acceptable to SBA, which will be sufficient to have the standard printed exceptions deleted from the title insurance policy of SBA and its lender.

10. An affidavit certifying that Site Owner is not a "foreign person" under Section 1445(f)(3) of the Code.

11. A 1099-S form.

A certificate from Site Owner, in form and substance reasonably acceptable to SBA, certifying that all representations and warranties of Site Owner remain true and correct as of the Closing Date.

13. All keys and other security access devices to the improvements.

Any other documents or instruments required by this Agreement or reasonably requested by SBA to consummate the Closing.

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Exhibit "C"
List of SBA's Closing Documents

1. The Purchase Price subject to all adjustments, credits and prorations provided for in this Agreement.

2. The Easement.

3. The Bill of Sale and Assignment.

A certificate from SBA, in form and substance reasonably acceptable to Site Owner, certifying that all representations and warranties of SBA remain true and correct as of the Closing Date.

Any other documents or instruments required by this Agreement or reasonably requested by Site Owner to consummate the Closing.

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Exhibit "D"
Easement
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EASEMENT AND ASSIGNMENT AGREEMENT
("Effective Date"), by and betveen SBA TOWERS X, LLC, a Delaware limited liability company ("SBA"), having an officc at 2020 This EASEMENT AND ASSIGNMENT AGREEMENT ("Easement Agreement") is made as of the Congress Avenue, in the City of Boca Raton and State of Florida 33487, and the CITY OF CALEXICO, CALIFORNIA ("Site Owner"), a Califomia municipal corporation whose City Hall is located at 608 Heber Avenue Calexico, Califomia 92231. This Easement Agreement is attached to and is an exhibit to the Agreement for Purchase of Easement ("Purchase Agreement"). Capitalized terms not defined herein are defined in Schedule 1.

Preliminary Statement:

Site Owner is the owner of the City of Calexico water tower ("Water Tower"), which is situated on the property located at 352 East First Street, in the City of Calexico, State of California, which is more particularly described in Exhibit 1 to this Easement Agreement ("Property"). All Exhibits referenced herein shall be attached to and considered a part of this Easement Agreement.

In consideration of the mutual covenants contained in this Easement Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Site Owner and SBA hereby agree as follows:

1. GRANT OF EASEMENT: Site Owner grants and conveys to SBA:

1.1 Exclusive Communication Easement. Exclusive rights to the Communication Easement described and depicted on Exhibit 2 to this Easement Agreement, solely for Telecommunications Purposes and related activities strictly necessary for SBA to comply with its obligations under the Existing Agreements. The Communication Easement description will include, but is not necessarily limited to, the portion of the Property leased under the Existing Agreements comprising the Water Tank and ground area beneath the Water Tower.

Prior to execution hereof, Site Owner shall have the opportunity to review the proposed Communication Easement depicted on Exhibit 2 for its approval, which shall not be unreasonably withheld, conditioned or delayed. SBA's exclusivity as described herein shall not preclude Site Owner from using the Property or the Communication Easement for any purpose that is not a Telecommunications Purpose, or preclude Site Owner or auy governmental entity acting with the permission of Site Owner from using the Property or Communication Easement for certain non-commercial, governmental use Telecommunications Purposes without the payment of rent to SBA, provided such permitted Telecommunications Purposes shall not include the provision of personal wireless services or telecommunication services for commercial purposes ("Govemmental Attachment Rights"). For the avoidance of doubt, the Customs and Border Patrol Agreement, identified in Exhibit A shall be included within the Governmental Attachment Rights and any amendment thercof shall continue to be at no charge.

Non-Exclusire Access and Utility Easements. Non-exclusive rights to the Access and Utility Easements described and depicted on Exhibit 3 to this Easement Agreement for ingress and egress to and from the Communication Easement and First Street, and for the installation, repair, maintenance and removal of utilities providing service to the Communication Easement and the Systems, and related activities and uses.

2. TERM: The terms and conditions of this Easement Agreement shall bind SBA and the Site Owner throughout the Term.

3. COMPENSATION: SBA shall compensate Site Owner as follows:

3.1 Purchase Price. In consideration of Sitc Owner entering into this Easement Agreement and allowing SBA to retain One Hundred percent (100%) of the Existing Revenue during the Term, SBA agrees to pay Site Owner on the date hereof the Purchase Price identified in the Purchase Agreement. Notwithstanding SBA's right, title, and interest to the Existing Revenue pursuant to this Agreement, during the Term, Site Owner is under no obligation to enforce Customer's obligation(s) to make rental payments or cure any default relating to the non-payinent of rent pursuant to the respective Customer Agreements.

3.2 Existing Revenue Replacement. In the event that the Existing Agreements expire or are terminated during the Term, SBA may replace the Existing Revenue by retaining One Hundred pereent (100%) of the revenue froin Future Customers, if any, until the revenue from Future Customers is equivalent to the amount of Existing Revenue lost to expiration or termination. Any revenue in excess of the Existing Revenue shall be distributed in accordance with Sections 3.3 and 3.4 below.

Future Customer Revenne Sharing. Subject to Section 3.2 above, SBA shall pay Site Owner the Revenue Share.

Revenue Share payments will be calculated beginning with the first dollar generated from agreements with Future Customers, except in the event of a rent reduction of any Existing Agreement, or a termination or non-renewal of any Existing Agreement. In such event, SBA shall retain rents from the Future Customer in the amount of the Base Rent, and share any excess pursuant to this Section.

3.4 Revenue Share Payment. Revenue Share payments shall be made by check or EFT delivered one month in arrears (before the last day of the month following the month in which the rent payment was received by SBA). SBA shall also deliver to Site Owner a monthly report identifying all Future Customers which have, during the previous month, operated Systems on or from the Easements and the fee received from each such Future Customer during that month, including any past arrearage paid within that month. All Revenuc Share E-A/ 021119/ep 052720/ep
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payments shall be computed from the first of the month following the commencement of rental payments by a Future Customer and are contingent upon SBA's receipt of an accurate W-9 form from Site Owner, attached hereto as Exhibit B, following the Effective Date hereof.

Removal of a System may be cause for an adjustment to the Revenue Share payments.

4. ASSIGNMENT OF EXISTING AGREEMENTS:

SBA all of its right, title and interest in, to and under the Existing Agreements for the Term. SBA assumes only the obligations and liabilities of Site Owner under the Existing Agreements accruing on or after the Effective Date. During the Term, Site Owner grants to SBA the right to terminate or extend the term of the Existing Agreements pursuant to the terms and conditions of the Existing Agreements and to enter into, extend, or terminate any agreement with a Future Customer provided, however, SBA may not extend the term of any Customer Agreements beyond the Term of this Easement Agreement or subject Site Owner to additional liabilities or responsibilities without the prior written consent of Site Owner, which consent shall not be unreasonably withheld, conditioned or delayed. In the event any Customer Agreement is so extended beyond the Term of this Easement Agreement, on or before the expiration of the Term or any earlier termination date, SBA shall , assign the Customer Agreements to Site Owner and shall surrender the Easements and the Property free and clear of any liens or encumbrances. Upon expiration of this Easement Agreement, SBA is obligated to return the Easements to Site Owner in the state it existed as of the Effective Date, wear and tear and damage from the elements excepted, and complete any repairs necessitated by such removal, reasonable wear and tear excepted, and SBA shall be responsible for performing or enforcing performance of any site restoration and repair obligations of Customers under any Customer Agreements that terminate on or before this Easement Agreement is terminated.

RELOCATION: In the event Site Owner performs any repair, maintenance, replacement or other restorative work upon the Water Tower Support Structure which requires the temporary relocation or movement of the Systems, such temporary relocation or movement of provisions in the Existing Agreements.

USE OF EASEMENTS: SBA may allow the use of the Easements in accordance with the Existing Agreements, and may market the Property to Future Customers for Telecommunications Purposes and installation of Systems upon the Eascurents. The Systems may be owned by SBA's Customers and shall not be deemed fixtures. SBA may remove any System during the Term. Removal of a System or all Systems shall not cause an expiration or termination of this Easement Agreement. Site Owner bears no responsibility for and SBA shall have no recourse against Site Owner in the event a Customer terminates a Customer Agreement or due to SBA's removal of any System.

Operational Requirements. Site Owner shall retain and continue to faithfully perforin and discharge any and all of Site Owner's obligations as lessor under the Customer Agreements specifically related to fee ownership. Notwithstanding the foregoing and in addition to any obligation of SBA herein, SBA shall assume and faithfully perform and discharge any and all obligations as assignee of a leaschold interest under the Customer Agreentents for the Term including, but not limited to, the following obligations:

SBA shall have the responsibility to pay any taxes, levies, assessments, and other charges imposed upon the portion of the Property containing the Water Tower and Easements, including franchise and similar taxes, arising out of SBA's use. management, or operation of the Water Tower or any subsequent Customer Agreement or sublease entered into by SBA (collectively, "Taxes"), to the extent that SBA can pass the obligation to pay the Taxes fully to the Customers installed at the time such Taxes are imposed, pursuant to the Customer Agrcements. Pursuant to Section 107.6 of the California Revenue and Taxation Code, Site Owner hereby advises, and SBA recoguizes and understands, that this Easement Agreement may create a possessory interest and SBA may be subject to, and responsible for, property taxes levied on such interest, as described in California Revenue and Taxation Code Section 107. SBA will co- operate with the Imperial County Assessor in providing any information necessary for the Assessor to make a property tax determination.

SBA reserves the right to challenge any such assessment, and Site Owner agrees to cooperate with SBA in connection with any such challenge.

Notices. SBA shall provide Site Owner a copy of all notices that may affect Site Owners obligations and liabilities herein, which shall include, but are not limited to, notices of nonmonetary breach and notices related to casualty events, force majeure or other notices affecting Site Owner's repair and maintenance obligations herein, given to and received from Customers within five (5) business days of dispatch or receipt. Notwithstanding the foregoing, failure of SBA to provide any other such notices to Site Oner as provided herein shall not be deemed a cause for default of this Easement Agreement.

6.1.3 Cooperation. SBA agrees to cooperate fully with Site Owner, at all times, in abiding by all reasonable rules, regulations, requests, and requirements which Site Owner may prescribe for the proper operation and maintance of the Water Tower including, but not limited to, cooperating with Site Owner and Tenants in any governmental proceeding or tax matter in which SBA's assistance is necessary or desirable for Site Owuer or any facility construction, maintenance, inodification, or repair.

Compliance with Applicable Laws. SBA shall comply, and ensure that its contractors and representatives will comply with all applicable federal, state, and local laws, ordinances, rules and regulations, including health, safety, and environmental requirements, pertaining to its and their operations upon the Water Tower and Property during the Term. 2 E-A/ 021119/ep 052720/ep
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Operational Limitations Within Easements. SBA shall not materially alter the physical appearance of the Water Tank or affix any paint or other materials to the Water Tank that deviates from the color scheme present on the Eftective Date, other than in accordance with the use of the Water Tank for Telecommunications Purposes consistent with the uses described in the Existing Agreements. Further, SBA shall not modify or obscure with Systems the "City of Calexico" name emblazoned upon the exterior of the Water Tank, SBA shall not place any signs, designs, advertisements or other speech upon the Water Tank, without the express written consent of Site Owner, unless required by state or federal law. Site Owner reserves the right to repaint the Water Tower subject to the relocation provisions of Section 5 herein. SBA shall ensure that all Systens installed by Customers during the Term shall remain at the present elevations of all Systems affixed to the Water Tank as of the Effective Date except as otherwise approved by Site Owner in accordance with Section 7 hereof. SBA shall not use the Property, Easements or Water Tower in any manner that constitutes a public nuisance.

SBA shall not use the Property, Easements or Water Tower for overnight storage of vehicles or equipment without the prior written consent of Site Owner. Site Owner shall maintain the Water Tank, Water Tower Support Structure and Property, except for maintenance, repairs or other work necessary to restore the Water Tank, Water Tower Support Structure and Property to good condition caused by the actions or operations of SBA and the Customers, damage from the elements and wear and tear excepted, and SBA shall perform or enforce performance of all applicable provisions of the Customer Agrecments relating to Customers' repair, maintenance, and reimbursement responsibilities therein. Further, Site Owner shall be solely responsible for all costs and expenses required to perform any repairs or other work necessary to ensure the Water Tank and Water Tower Support Structure are structurally compliant for use and continuing usc of the Water Tank, Water Tower Support Structure and Property as described in this Easement Agreement by the Existing Customers and Existing Customer Systens as of the date of this Easement and any new Systems approved pursuant to Section 7.1 herein,. SBA shall repair any damage to the Properly and Water Tower resulting from its operations at the Property and shall enforce any provision in an Existing Agreement requiring the Customer to repair damages to the Property caused by the Customer's operations. SBA shall require Future Customers to repair damages to the Property caused by the Customer's operations. SBA shall enforce all maintenance and repair obligations in the Customer Agreements on behalf of Site Owner. If an Existing Agreement allows the Customer to perform certain repairs and seck reimbursement from the lessor therein, SBA shall provide the reimbursement. Site Owner shall reimburse SBA within sixty (60) days of receipt of an invoice therefor.

Access. SBA may itself, and may allow its authorized representatives to, access the Easements to install, inspect, remove, operate, repair and maintain the Systems, and Site Owner agrees to allow such access to the Easements. Access shall be during normal working hours on normal business days, except when any Existing Agreement allows for greater access, in which case the rights of access herein shall conform to that Existing Agreement. In the case of an emergency or equipment malfunction, access will be permitted at any time, subject to reasonable security, safety and identification procedures required by the Site Owner. During the Tenu, Site Owner shall not disturb, destroy or alter the access route to the Communication Easement in effect as of the Effective Date hereof without first consulting with SBA and providing an alternative access route to the Communication Easement substantially similar to the access route in use as of the

7. SITE OWNER APPROVALS:

7.l Site Owner Review of Plans: Prior to entering into any agreement with a Future Customer, installing any new System, or modifying a System, SBA shall deliver Plans and a detailed structural engineering report demonstrating that the proposal will not adversely impact the structural integrity of the Water Tower or Water Tower Structural Support, including but not limited to evaluating the proposal's weight and wind loading impacts, and other relevant factors for Site Owner's approval, which shall not be unreasonably withheld, conditioned or delayed.

In the absence of Site Owner's response within forty-five (45) calendar days of SBA's request to review and approve Plans, the Plans shall be deemed approved. If Site Owner disapproves of the proposed Plans for any reason, Site Owner shall identify its reason for disapproval and provide SBA the opportunity to submit revised Plans which Site Owner shall consider in accordance with this provision. In no event shall Site Owner condition its approval of Plans on an increased Revenue Share or other benefit not provided in this Easement Agreenient.

SBA shall provide Site Owner with a copy of the final executed agreenent with the Future Customer.

8. UTILITIES:

Electrical Service. Existing Customers shall continue to utilize the electrical service in operation as of the Effective Date. Site Owner has advised SBA that as of the Eftective Date, the Customers obtain separately metered service directly from the local utility and do not pay Site Owner for utility use and Site Owner does not provide utility service to Customers. SBA reserves the right, with Site Owner's prior approval, to require any Existing Customer to install a remote-readable sub-meter and engage the services of a third-party meter reading service, or to obtain eleetrical service directly from the utility. SBA may require Future Customers to obtain electrical service directly from the utility whenever possible; alternatively SBA shall require the Future Customer to sub-meter off of the Property's electrical service, install a remote-readable sub-meter, and engage a third-party meter reading service. Reimbursements paid to Site Owner for utilities shall not be included in the calculation of Revenue Share payments.

Electrical System Modifications. SBA reserves the right to make reasonable modifications to the electrical listribution system serving the Systems to accommodate the electrical requirements of the Systems. Prior to the installation or modification of the existing utilities, SBA shall submit to the Site Owner, for its approval, plans and specifications for same. Such approval shall not be E-A/ 021119/ep 052720/ep
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unreasonably withheld, conditioned or delayed. All costs and expenses related to the installations and modifications for electrical services and meters shall be borne solely by SBA or its Customers.

9. EXCLUSIVITY:

9.1 Covenant Not to Compete. Site Owner hereby acknowledges that:

The agreements and covenants Site Owner is providing in this Section are reasonable and necessary to SBA's protection of its legitimate interests in the transaction contemplaled by this Easement Agreement;

9.1.2 SBA will be irreparably damaged and its substantial investment in the transaction contemplated by this Easement Agreement materially impaired if Site Owner, acting solely in its proprietary and not governmental capacity, were to engage in an activity competing or interfering with the business of SBA in violation of the terms of this Section 9 or if Site Owner were to disclose or make unauthorized use of any confidential information concerning the business of the Site Owner or SBA; and The scope and length of the term of this Section 9 and the geographical restrictions contained herein are fair and reasonable and not the result of overreaching, duress or coercion of any kind and the full, uninhibited and faithful observance of each of the agreements and covenants contained in this Section 9 will not cause Site Owner any undue hardship, financial or otherwise, and enforcement of each of the covenants contained in this Section 9 will not impair Site Owner's ability, if Site Owner so desires, to obtain work

2.2 Covenant Not To Compete. During the Term, Site Owner shall not enter into any agreement, directly or through a third party, granting any third party or any then-existing Customer the right to use any portion of the Property for the installation or operation of Systems, except as provided in Section 1. Further, Site Owner shall not enter into any agreement with a then-existing Customer, for installation of equipment on any adjacent property owned by Site Owner, if Site Owner has actual knowledge that such agreement will cause the Customer to terminate its then-Existing Agreement with SBA. The covenant in the foregoing sentence shall not apply if Site Owner's refusal to enter into such agreement with a then-existing Customer will cause Site Owner to violate any state or federal law. Any actions taken to contravene the intended effect of this Section shall constitute a breach of this Easement Agreement by the Site Owner.

9.3 Remedies. Site Owner and SBA acknowledge that SBA will be irreparably damaged (and damages at law would be an inadequate remedy) if this Section 9 is not speeifically enforced. Therefore, in the event of a breach or threatened breach by Site Owner of the provisions of this Section 9, then SBA shall be entitled to all rights or remedies which may be available at law or in equity.

I0. INTERFERENCE: Should the Systenis operated by Existing Customers causc any interference to the radio, television or other electronic components of Site Owner or the residents and tenants of the Property, SBA will eliminate or remediate the interference to an acceptable level, power down the System, or remove components of the offending System, to the extent pernitted under the Existing Agreements. Should the Systems operated by Future Customers cause any interference to the radio, television or other electronic components of Site Owner or the residents and tenants of the Property ("Interference"), SBA will eliminate or remediate the Interference to an acceptable level, power down the System, or remove components of the offending System. In the event the Site Owner installs electronic equipment after the installation date of any Customer's System and such Site Owner equipment causes Interference to the Systems, then the Site Owner agrees to resolve the Interference problem or remove or relocate the offending equipment. The parties recognize and agree that it is the intention of this Section 10 that Site Owner shall not become embroiled in any disputes or proceedings between SBA and Customers arising as a result of Interference caused by Future Customers Systems or modifications to Existing Customer Systens permitted by SBA, and/or expend funds as a result thereof; therefore, SBA agrees to pay all of Site Owner's costs and attorney's fees that may reasonably be incurred by Site Owner related to any Interference disputes or proceedings between SBA and Customers arising after the Effective Date to the extent the Site Owner's involvement in such disputes or proceedings is initiated or caused by Interference from Future Customers or inodifications to Existing Customer Systems permitted by SBA.

11. QUIET ENJOYMENT: Site Owner covenants and agrees that upon SBA's observing and performing all the terms of this Easement Agreement, SBA may peacefully and quietly enjoy the Easements, subject to the terms and conditions of this Easement Agreement.

2. INSURANCE: SBA shall furnish a Cortificate of Insurance to Site Owner, naming Site Owner as holder, to cover any damag at may arise by virtue of the installation, removal, operation or maintenance of the Systems. The Certificate of Insurance delivered to t Site Owner will provide that coverage shall not be canceled or terminated without giving Site Owner notice in accordance with polic rovisions. SBA shall procure insurance which shall provide for bodily injury and property damage coverage in not less than the followin amounts:

Combined Single Limit:

Bodily Injury; Property Damage $1,000,000.00 (per occurrence) $2,000,000 (in general aggregate) Excess Liability (Umbrella Form) $5.000,000.00
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Site Owner hereby agrees that SBA may satisfy this requirement pursuant to master policies of insurance covering other locations of SBA.

SBA further agrees to name Site Owner as an additional insured under such policies. In addition, SBA shall ensure that the Customers continue to be required to maintain at least the same insurances that they are required to maintain today under the Existing Agreements, and that any third parties granted rights by SBA to use the Easements are required to maintain similar insurances as the Existing Customers.

14. INTENTIONALLY DELETED

15. ENVIRONMENTAL COVENANTS AND INDEMNITY: Site Owner represents that to the best of its knowledge, without investigating thereof, that it has no knowledge of any Hazardous Subslance, underground storage tanks, asbestos-containing insulation or materials or products containing PCB are located on, under or about the Property, except to extent permitted by the Existing Agreements.

Neither Site Owncr nor SBA will introduce or use any such Hazardous Substance on, under or about the Property in violation of any applicable Site Owner shall defend, indemnify, protect and hold SBA harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and costs, caused by or arising from the presence, Release, or threatened Release of any Hazardous Substance or the acts, omissions or negligence of the Site Owner and its respective agents, contractors and employees arising prior to the Effective Date. With respect to Future Customers, SBA shall defend, indemnify, protect and hold Site Owner harmiess from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and costs, caused by any Future Customer bringing any Hazardous Substance onto the Property or any Release or threatened Release of any Hazardous Substance caused by any Future Customer, or the acts, omissions or negligence of any Future Customer. With respect to Existing Customers, SBA shall defend, indemnify, protect and hold Sitc Owner harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and costs, caused by any Existing Customer bringing any Hazardous Substance onto the Property, or the acts, omissions or negligence of any Existing Customer, to the extent that SBA is indemnified pursuant to the applicable Existing Agreement, as assigned. Notwithstanding the foregoing, SBA shall not amend any Existing Agreement, or replace any Existing Agreement with a new agreement for that Customer, which reduces the Customer's indemnification obligations from those in the Existing Agreement. The foregoing indemnities shall survive any termination of this Easement Agreement. Site Owner and SBA shall each provide to the other copies of any written notice, claim, government document, or complaint alleging a legal action arising from the Release or presence of Hazardous Materials or waste on, under, or at the Property that is received by

16. GENERAL INDEMNITY: In addition to the Environmental Indemnity set forth above, Site Owner and SBA shall each indeninify, defend and hold the other harmless against any and all costs (including reasonable attorney's fees) and claims of liability or loss arising (i) due to the breach of any representation, warranty or covenant of such indennifying party set forth herein; and (ii) out of the use and/or occupancy of the Properly and Easements by the indemnifying party. This indemnity shall not apply to any claims to the extent arising from the negligence or willful misconduct of the indemnified party.

17. COMPLIANCE: Both SBA and Site Owner shall comply with all applicable rules, regulations, laws, ordinances, statutes and requirenients of all governmental authorities, as such pertain to their operations at the Property pursuant to this Easenient Agreement.

18. TERMINATION: SBA shall surrender the Easements on or before the expiration of the Term or any carlier termination date, free and clear of any liens or encumbrances. Site Owner may not terminate this Easement Agreement. In the event SBA and its Customers voluntarily cease to use the Easements for a period of more than one ycar (for rcasons other than casualty, condemnation or Act of God), the Easements shall be deemed abandoned. SBA may abandon the Easements for any reason or at any time by giving thirty (30) days' notice to Site Owner. Upon abandonment, this Easement Agreement shall be terminated, and SBA and Site Owner shall execute and record such documents reasonably required to terminate the Easements. Termination or abandonment does not entitle SBA to reimbursement of any consideration paid to Site Owner in connection with Site Owner's grant of this Easement, whether paid under this Easement or the Purchase Agreement. Upon termination of this Easement Agrcement, the Easements shall be come null and void and the parties shall have no further obligations to each other, except that all provisions that by their nature are intended to survive termination, including but not limited to Sections 4, 15, 16, 18, and 22 shall survive the termination of the Easements.

19. ASSIGNMENT OF EASEMENT AGREEMENT; SECURED PARTIES: Provided that (i) SBA is not in default hereunder; (ii) SBA provides timely written notice of the assignment; and (iii) the assignee agrees to assumc all of SBA's obligations hereunder (including those due and owing as of the eficetive date of assignment), SBA shall have the right to assign or transfer its interest in this Easement Agreement, in whole or part, to (a) any parent, subsidiary or Affiliate of SBA; (b) any entity with which or into which SBA is merged or consolidated; or (c) any corporation which acquires 51% or more of SBA's assets. Any assignment hereof by SBA other than pursuant to these terms and other than as collateral to a Secured Party, as described below, shall be subject to the prior written approval of Site Owner, which shall not be unreasonably withheld, conditioned or delayed, provided the proposed assignee unconditionally assumes all of SBA's obligations hereunder and provides Site Owner with a written assumption of SBA's liabilities and obligations under this Easenient.

SBA may assign, mortgage or grant a lien on and/or a security interest in all of SBA's interest in and to this Easement Agreement and the Easenents, and may assign this Easement Agreement and the Easements to any Secured Party or Secured Parties as collateral security for the repayment of any indebtedness to the Secured Parties, provided SBA transmits advance written notice thercof to Site Owner. Nothing contained herein shall be construed to grant a lien upon or security interest in any of Site Owner's assets. Should the Secured Partics exercise any rights of SBA under this Easement Agreement, Site Owner agrees to accept such exercise of rights by the Secured Parties as if same had been exercised by SBA, so long as Site Owner provided advance written notice of SBA's intended assignment, mortgage or grant of a lien on and/or a security interest in any or all of SBA's interest in and to this Easement Agreement and the Easements to a Secured Party. This 5 E-A/ 021119/ep 052720/ep
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Easement Agreement may not be amended in any respect which would be reasonably likely to have a material adverse eftect on the Secured Parties' interest or surrendered, terminated or cancelled, without the prior written consent of the Secured Parties. If this Easement Agreement is terminated or rejected in any bankruptcy proceeding Site Owner will enter into a new easement agreement with the Secured Party upon the same terms of this Easement Agreement, provided the Secured Party reimburses the Site Owner for its reasonable costs, including attorneys' fees, to process, prepare, and review the new casement agreement. If any Secured Party shall succeed to SBA's interest under this Easement Agreement, such Secured Party shall have no liability for any de faults of SBA accruing prior to the date that such Secured Party succeeds to such interest. Site Owner hereby waives any and all lien rights it may have, statutory or otherwise, in and to the Easements and/or the Systerns or any portion thereof.

20. CASUALTY; CONDEMNATION:

Casualty. In the event of damage to or destruction of the Property or any part thereof not caused by SBA or any Customer which renders the Property unusable or inoperablc, and as a result of which SBA determines that the Property is no longer suitable for SBA or the Customers to continue their operations and any necessary repairs have not been completed or cannot be reasonably completed within nincty (90) days from the date of the damage, SBA shall have the right, but not the obligation, to terminate this Easement Agreement and all of its duties and obligations therein upon written notice to Site Owner. If SBA does not terminate this Easement Agreement, any Revenue Share payment to Site Owner shall be reduced or abated in proportion to the actual reduction or abatement of rent paid by the Future Customers subject to Section 3.3.

20.2 Condemnation. In the event of condemnation, unless SBA is allowed by the condemning authorities to continue its operation on the Property, this Easement Agreement shall terminate as of the date title to the lands vests in the condemning authority or the date SBA is required to cease its operation, whichever is earlier. SBA shall be entitled to seek its own award from the condemning nuthority provided such award does not reduce any award to Site Owner.

21. DEFAULT: In the event of'a default by SBA, Site Owner agrees to notify SBA and any Secured Parties in writing of such default, and to give SBA and/or any Secured Parties the right to cure any monetary default within a period of not less than twenty (20) days and sixty (60) days in which to cure any non-monetary default from SBA's receipt of the written default notice. If SBA or any Secured Parties shall fail to cure the default in accordance with this Section, Site Owner shall have the right to injunctive relief, to require specific performance of this Easement Agreement, and to pursuc an action for damages (including, without limitation, Site Owner's reasonable attorneys' fees and all reasonable costs and expenses incurred by Site Owner as a result of such violations). All of Site Owner's rights and remedies provided under this Easement Agreement are cumulative and may be pursued singularly, in any combination, and in any order. The failure to enforce any of the terms and provisions contained herein shall in no event be deemed to be a waiver of the right to thereafter strictly enforce the terms and provisions hereof. Notwithstanding anything to the contrary in this Easement Agreement, in no event may Site Owner terminate this Easeinent Agreement as a result of SBA's failure to cure any violation of the terms contained herein. In the event that any dispute or claim arises that could impair the use or possession of the Systems by SBA or its Customers, SBA shall have the right to scek injunetive relicf. In no event will a Secured Party have any obligation to cure a default by SBA. In the event of a default by Site Owner, SBA agrees to notify Site Owner in writing of such default, and to give Site Owner the right to cure the default within a period of not less than thirty (30) days from receipt of the written notice. In the event Site Owner's default is the failure to maintain the structural sufficiency of the Water Tank or Water Tower Support Structure, Site Owner may cure by either performing, or having performed, the necessary repairs, or allow SBA or an SBA affiliate to construct a wireless communications tower as a replacement structure, for use as described herein. If a default by SBA or Site Owner is of such a nature that it cannot be reasonably cured in such thirty (30) day period, and if the defaulting party proceeds promptly to cure the same with due diligence, the time for curing such default shall be extended for such a period of time as nay be reasonable to complete such curing. In the event that SBA or Site Owner has issued a notice of default for any non-monetary default and the defaulting party disputes that it is in default, such defaulting party shall, within ten (10) calendar days of receipt of said notice, submit to the other party a written request for dispute resolution. Upon receipt of a timely request for dispute resolution, the cure period provided above is tolled Each party shall designate a senior representative ("Senior Representative") and the Senior Representatives for the parties shall meet as soon as conveniently possible, but in no case later than thirty (30) days after such a request is made, to attempt to resolve the controversy related to the default. Prior to any meetings between the Senior Representatives, the parties will exchange relevant information that will assist the parties in resolving the dispute. If the dispute cannot be resolved through dispute resolution within a reasonable time, not to exceed thirty (30) days, then the parties shall be free to pursue: (i) any other remedies it may have under this Easement, applicable law or in equity relating to such default; (ii) arbitration or other legal action pursuant to Section 22 below, and (iii) may suspend or delay performance of its obligations under this Easement.

22. DISPUTES: SBA and Site Owner agree that, upon mutual agreement of the parties, any controversies relating to, in connection with, or arising out of this Easement Agreement, its modifications, making or the authority or obligation of the signatories hereto, whether involving the principals, agents, brokers or others who actually subscribe hercto, may be resolved by arbitration. In the event that the partics agree to arbitrate any such controversy, the arbitration proceedings shall be held in the County and State in which the Property is located and shall be governed by one (1) JAMS arbitrator of pursuant to JAMS' "Comprehensive Arbitration Rules and Procedures" as they exist at the time of the proceedings (including provisions for payment of fees and expenses) unless both parties mutually agree to instead utilize JAMS "Streamlined Arbitration Rules and Procedures." Arbitration shall not be mandatory and shall only be used if mutually agreed in writing by the parties with respect to any particular controversy. If either party participates in an action against the other party arising out of or in connection with this Eascment Agreement or any covenants or obligations hereunder, then the prevailing party shall be entitled to have 6 E-A/ 021119/ep 052720/ep
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or recover from the other party, upon demand, all reasonable attorneys' fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, and all other legal and administrative costs and expenses incurred in connection therewith.

23. RIGHT OF FIRST REFUSAL FOR SALE OF FUTURE CUSTOMER REVENUE SHARE: This Section shall only apply if one or more Future Customers has installed a System upon the Easements, generating a Revenue Share payable to Site Owner. This Section shall not apply in the event of a third party offer to purchase the entirety of the Property, including the Revenue Share payments. If at any time during the Term, Site Owner receives a bona fide written offer from a third party to pay Site Owner for the right to purchase and receive the Revenue Share payments (Offer") which Site Owner desires to accept, Site Owner shall first give SBA written notice of such Ofier, including a copy of the proposed contract or letter of intent, prior to becoming obligated under such Offer, with such notice giving SBA the right to pay Site Owner for future Revenue Sharc payments. SBA shall have a period of thirty (30) days after receipt of Site Owner's notice and terms to exercise SBA's right to purchase the Revenue Share payments and exercise this right of first refusal by notifying Owner in writing. If SBA has not exercised its right to purchase the Revenue Share payments in writing to Site Owner within such thirty (30) day period, the Offer will be deenied rejected by SBA.

24. NO WARRANTY. Except as expressly set forth herein, Site Owner makes no representation or warranty of any kind as to the present or future condition of or suitability of the Site Owner's Property, Water Tower, Water Tank or Easements for SBA's use and disclaims any and all warranties express or implied with respect to the physical, structural, or environmental condition of Site Owner's Property, Water Tower, Water Tank, Improvements thereon, and Easements, and the merchantability or fitness for a particular purpose.

25. REPRESENTATIONS OF SITE OWNER: Site Owner represents, warrants and agrees that to the best of its knowledge: (i) it is the legal owner of indefeasible and marketable title to the Property with the right, power and authority to enter into this Easement Agreement and to grant the Easements to SBA, and any consents and authorizations required in connection with the execution and delivery of this Easement Agreement have been obtained; (ii) except for the Existing Agreements and the Title Encumbrances disclosed on Exhibit C, no leases, mortgages, deeds of trust or other encumbrances aflect the Water Tower as of the Effective Date, (ili) Site Owner has delivered to SBA truc, correct and complete copies of the Existing Agreements, and, to Site Owner's best knowledge, no party is in default of any of their respective obligations under the Existing Agreements; and (iv) Site Owner shall not use nor permit its affiliates, licensees, invitees or agents to use any portion of the Water Tower or any other property owned or controlled by Site Owner, either directly or indirectly, in a manner which could result in default of the Existing Agreements or otherwise interfere with the operations of SBA and/or any Customers.

26. ESTOPPEL CERTIFICATE: Each party shall, within ten (10) days after request by the other party, execute and deliver to the requesting party, or the party designated by requesting party, a statement certifying (i) that this Easement Agreement is ummodified and in full force and effect (or, if there have been modifications, stating the modifications and that the modified Easement Agreement is in full force and effect); (ii) whether or not, to the best knowledge of the responding party, the requesting party is in default in performance of any of its obligations under this Easement Agreement, and, if so, specifying each such default; (iii) that there are no amounts due to Site Owner by

26. SURVIVORSHIP: The provisions of and covenants contained in this Easement Agreement shall run with the land and shall bind and inure to the benefit of the Parties, and their respective successors, heirs and assigns. In the event of a sale or transfer of the Property, Site Owner shall provide SBA with the contact infornation (name, tclephone, email) for the purchaser, as well as a copy of the bill of sale

27. RECORDATION: SBA, at its option, shall have the right to record a Memorandum of this Easement Agreement, in the form attached hereto, with the county clerk's office in which the Property is located and/or the county clerk's office in which this Easentent Agreement was executed.

28. INTERPRETATION. The singular includes the plural and the plural includes the singular. The word "or" is not exclusive and the word "including" is not limiting. References to a law include any rule or regulation issued under the law and any amendment to the law, rule or regulation. References to a Section, Exhibit or Schedule mean a Section, Exhibit or Schedule contained in or attached to this Easement Agreement or the Purchase Agreement. This Easement Agreement will be interpreted and enforced in accordance with its provisions and without the aid of any custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the

29. MISCELLANEOUS: (a) This Easement Agreement and all Exhibits attached hereto constitute the entire agreement and understanding of Site Owner and SBA with respect to the subject matter of this Easement Agrcement, and supersedes all offers, negotiations and any other written or verbal agreements; (b) any amendments to this Easement Agreement must be in writing and executed by both parties; (c) this Easement Agreement is governed by, enforced and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws; (d) if any term of this Easement Agreement is found to be void or invalid, such provision shall be fully severable herefrom and such invalidity shall not affect the remaining terms of this Easement Agreement, which shall continue in full force and effect; (e) the section headings of this Easement Agreement have been inserted for convenience of reference only, and shall in no way modify or restrict the terms of this Easement Agreement; (f this Easement Agreement may be executed in any number of counterparts and by facsimile, cach of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument; and (g) Site Owner and SBA each represent that the signatories of this Easement Agreement presently have and shall maintain 7 E-A/ 021119/ep 052720/ep
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full authority to enter into this Easement Agreement and to bind and obligate their respective organizations to the termis, rights and obligations under this Easement Agreement.

30. NOTICES: All notices required under or permitted by this Easensent Agreement shall be given and served in writing, delivere ervice, and y dressed to the following par by United States Mai, erified or registered, return recipt requested, providing proof of suel If to Site Owner: City of Calexico
City Hall
608 Heber Avenue
Calexico, California 9223
ATIN: City Manage
If to SBA: SBA Towers X, LLC
8051 Congress Avenue
Boca Raton, Florida 33487
ATTN: Sitc Administration
With a copy to:
[EXECUTION PAGES FOLLOW]
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The parties hereto have executed this Easement Agreement as of the Elective Date.

SITE OWNER:

THE CITY OF CALEXICO, CALIFORNIA
By:

Its:

Date:

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SBA:

SBA TOWERS X, LLC,
a Delaware limited liability company
By: Neil Seidman
Its: Senior Vice President
Date:

ATTACHMENTS:

Schedule I- Definitions
Exhibit A- Existing Agreements
Exhibit B- W-9 Form
Exhibit C- Title Encumbrances
Mentorandum of Easement Agreement
Exhibit 1- Legal Description of Property
Exhibit 2- Communication Easement Description
Exhibit 3- Access and Utility Easement Description
Existing Agreements
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SCHEDULE 1

DEFINITIONS
The following defined terms shall apply throughout this Easement Agreement:

1. Access and Utility Easement- that portion of the Property for ingress and egress to and from the Communication Easement and First Street, a public right-of-way, and for the installation, repair, maintenance and removal of utilities providing service to the Communication Easement and the Systems, and any related activities and uses, as described on Exhibit 3.

2. Afiliate- a party controlling, controlled by, or under common control with SBA. ase Rent- the total annualized rent pursuant to all Existing Agreements as of the Effective Date hereof, in the amou f Eighty-Five Thousand Eight Hundred Forty-Six and 00/100 Dollars ($85,846.00), which shall increase in accordance with the escalation in the Existing Agreements.

Communication Easement- the portion of the Property granted to Existing Customers pursuant to the Existing Agrements, and the portion of the Property actually in use by the Existing Customers, as further described on Exhibit 2.

5. Customers- collectively, the Existing Custorers and Future Customers.

Customer Agreements -collectively the Existing Agreements and any agreements with Future Customers granting occupancy and use of the Easements during the Term.

7. Easements- collectively, the Communication Easement and Access and Utility Easements.

Existing Agreements- the lease and license ngreements encumbering the Property as of the Effective Datc, and identified

9. Existing Customers- third parties operating Systems at the Property as of the Effective Date pursuant to the Existing Agreements. Existing Customers who execute amendments or new agreements for the same or enhanced Systems shall remain Existing Customers.

Existing. Revenue- the revenue generated by the Existing Agreements.

Future Customers- third parties operating Systems at the Property pursuant to leases, licenses or other agreements between SBA and those third parties granting occupancy of the Property during the Tenn.

12. Hazardous Substance- shall mean any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law; as currently in effect or as hereafter amended or enacted, (i) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flamunable explosives, (vii) infectious materials, or (viii) radioactive materials. "Environmental Law(s)" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C, Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 260l, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the Clean Water Act, 33 U.S.C. Sections 125l, et seq., th California Hazardous Waste Control Act, Health and Safcty Code Section 25100 et seq.; the Hazardous Substance Account Act, Health an‹ Safety Code Section 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280 et seq. (Underground Storage of Hazardous Substances); the Califomia Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.; California Halth and Safty Code Section 25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the California Porter-Cologne Water Quality Control Act, Water Code Section 13000 et seq., as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law; statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, cleanup, transportation or release or threatened release into the environment of Hazardous Materials.

13. Memorandun- the Memorandum of Easement Agreement, attached to and made a part of this Easement Agreement.

14. Offer- a bona fide written offer from a third party to pay Site Owner for the right to purchase and receive the Revenue Share payments.

15. Plans- the plans and specifications depicting a proposed System design and location upon the Water Tower. 11 E-A/ 021119/ep 052720/ep
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Release shall mean any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing into the environment.

Revenue Share- an amount equal to Seventy percent (70 %) of the total revenue collected by SBA from Future Customers utilizing the Easements, in excess of the Base Rent.

Secured Party- third parties to which SBA may assign, mortgage or grant a security interest or lien in all of SBA's interest in and to this Easement Agreement and the Easements.

System- a wireless communication facility which may consist of antennas, mounts, poles, platforms, electronic equipment, transmission lines, utility lines and supporting equipment, used for Telecommunication Purposes. Systein does not include any new towers, whether temporary or otherwise.
frequency coverage to comperic ions as so their he isor, option and relay from munication signal, intended to provide radio

21. Term- a period of fifty-five (55) years commencing on the Eflective Date.

Water Tank- the structure comprising the uppermost portion of the Water Tower above the existing mechanical room, approximately one hundred (100) feet above the natural grade of the Property. The Water Tank includes the steel angle guardrail and catwalk affixed thereto.
and Water Tover Super Souve the approximately one hundred forty-one 141) bot stucture on the Property, containing the Nater Tank Water Tower Support Structure- the portion of the Water Tower below the Water Tank, comprising the legs and foundation of the Water Tower.
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EXHIBIT A

EXISTING AGREEMENTS
Site Owner sells, assigns and transfers to SBA, as of the effective date herein, all of its right, title and interest in, to and under the following xisting lease or license agreements, as amended, and any assignments thereof from a third party or prior owner of the Property to Site Owner affecting any portion of the Property leased by Site Owner under the Existing Agreements

1. (AT&T) That certain California Lease Agreement dated as of September 12, 2005, by and between New Cingular Wireless PCS, ILC, a Delaware limited liability company.

2. (Customs and Border Patrol) That certain U.S. Government Lease for Real Property, dated as of November 12, 2000, by and between the City of Calexico and the United States of America on behalf of the Immigration and Naturalization Service, predecessor in interest to Customs and Border Patrol.

3. (T-Mobile) That certain Non-Exclusive License Agreement for Cellular Site, dated as of June 18, 2014, by and between the City of Calexico and T-Mobile West LI.C, a Delaware limited liability company.

4. (Verizon) That certain Ground Lease and Tower License Agreement, dated as of May I, 1992, by and between the City of Calexico, and Contel Cellular of California, Inc., as a general partner of California RSA No. 7 Limited Partnership, as amended by that certain Amendnient and Extension of Lease Agreement dated as of January 25, 1999 by and between the City of Calexico, and Dobson Cellular of Imperial, Inc., an Oklahoma corporation as successor to Contel Cellular of California, Inc., and as further amended by that certain Second Amendment and Extension of Lease Agreement, dated as of June 4, 2008, by and between the City of Calexico and Cellco Partnership, a Delaware partnership d.b.a. Verizon Wireless and as further amended by that certain Third Amendment to Ground Lease and Tower License Agreement, dated as of May 21, 2013, by and between the City of Calexico and Cellco Partnership, a Delaware partnership d.b.a. Verizon Wireless, and as further amended by that certain Fourth Amendment to Ground Lease and Tower License Agreement, dated as of October 17, 20l4, by and between the City of Calexico and Cellco Partnership, a Delaware partnership d.b.a. Verizon Wireless.
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EXHIBIT B
W-9 FORM
[To be provided prior to execution.]
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EXHIBIT C
'TITLE ENCUMBRANCES
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MEMORANDUM OF EASEMENT AND ASSIGNMENT AGREEMENT
This Memorandum of Easement and Assignment Agreement is entered into this 2020 by and between THE CITY OI CALEXICO. CALIFORNIA (hereinafter referred to as "Site Owner") and SBA TOWERS X. LLC. a Delaware limited liability compan' (hereinafter referred to as "SBA").

Site Owner and SBA entered into an Easement Agreement on this date pursuant to which Site Owner has granted to SBA an exclusive easement on a portion ofthe Property identified in Exhibit 1, which Easement area is more clearly defined and described on Exhibit O he Boriol 3, is st fortise of insalin agronic, operating and maintaining radio communication systems and other accessonies. All

2. The term of the Easement Agreement shall be for a period of fily-five (55) years commencing on.

3. On the date hereof, Site Owner sold, transferred and assigned to SBA all of its right, title and interest in and to those agreements identified in Exhibit 4, attached hereto and made a part hereof.

Accepted by: Site Owner Accepted by: SBA
THE CITY OF CALEXICO, CALIFORNIA SBA TOWERS X, LLC, a Delaware limited liability company
BY:

BY: _
Print Name:

Print Name: Neil Seidman
Title:

Title:_Senior Vice President
Date:_
Date:

State Of:..

State Of: Florida
County Of:...

County Of: Palm Beach
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[Notary block on next page.]
81211.00302\33071895.3
State of
County of_
for its stated purpose.

Signature of Notary Public
Printed name of Notary
Placo Notary Scal and/or Stamp Above My Commission Expires

STATE OF FLORIDA
SS:

COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me by means of[X] physical presence or |] online notarization, this Maday ompany, on bet 02 be or any: i pes Sile vie one and or no ones X, C, a Delaware inted Signature of Notary Public
Printed name of Notary
Place Notary Seal and/or Stamp Above My Commission Expires_ 81211.00302\33071895.3
EXHIBIT 1
to Memorandum of Easement Agreement

LEGAL DESCRIPTION OF PROPERTY
[To be provided prior to execution]
81211003021330718953
EXHIBIT 2
to Memorandum of Easement Agreement

COMMUNICATION EASEMENT
That portion of the Property on which any Systems exist on the date of this Easement Agreement together with the portion of the Property leased by Site Owner under the Existing Agreements, as substantially described as follows:
[To be provided prior to execution]
Site Owner herein agrees that this legal description may be substituted at a later ‹late upon presentation of a survey of the propert nore clearly defining the location thereof, subject to Site Owner's advance written consent [THE REMAINDER OF THE PAGE IS BLANK]
81211003021330718953
EXHIBIT 3
to Memorandum of Easement Agreement

ACCESS AND UTILITY EASEMENTS
That portion of the Property provided by Site Owner under the Existing Agreements for Existing Customer access to the Systems and utility providers, substantially described as follows:

All rights of ingress and egress across the portion of the Property containing the Water Tower, to and from the Communication Easement described in Exhibit 2 hereof, providing access to a publicly dedicated roadway, including but not limited to East First Street (hereinafter the "Access Easement") provided SBA may not install or authorize others to install utilities within the Access Easement;
along with the right to use said Access Easement and Utility Easement for the development, repair, maintenance and removal of utilities providing service to the Communication Easements and the Systems, as defined herein, and any related activities and ases.
sie proper mines a his get ein and suing ay be subsic data lar date upon presen fa survey [THE REMAINDER OF THE PAGE IS BLANK]
81211.00302\33071895.3
ДАНІВІТ 4
to Memorandum of Easement Agreement

EXISTING AGREEMENTS
Site Owner sells, assigns and transfers to SBA, as of the effective date herein, all of its right, title and interest in, to and under the following existing lease or license agreements, as amended, and any assignments thereof from a third party or prior owner of the Property to Site Owner, affecting any portion of the Property leased by Site Owner under the Existing Agreements:

1. (AT&T) That certain California Lease Agreement dated as of Septenber 12, 2005, by and between New Cingular Wireless PCS, LLC, a Delaware limited liability conipany. • (Customs and Border Patrol) That certain U.S. Government Lease for Real Property, dated as of November 12, 2000, I nd between the City of Calexico and the United States of America on behalf of the Immigration and Naturalizatio Service, predecessor in interest to Customs and Border Patrol.

3. (T-Mobile) That certain Non-Exclusive License Agreement for Cellular Site, dated as of June 18, 2014, by and between the City of Calexico and T-Mobile West LLC, a Delaware limited liability company. i. (Verizon) That certain Ground Lease and Tower License Agreement, dated as of May 1, 1992, by and between the City of Calexico, and Contel Cellular of California, Inc., as a general partner of California RSA No. 7 Limited Partnership, as amended by that certain Amendment and Extension of Lease Agreement dated as of January 25, 1999 by and between the City of Calexico, and Dobson Cellular of Imperial, Inc., an Oklahoma corporation as successor to Contel Cellular of California, Inc., and as further amended by that certain Second Amendment and Extension of Lease Agreement, dated as of Junc 4, 2008, by and between the City of Calexico and Cellco Partnership, a Delawarc partnership d.b.a. Verizon Wireless and as further amended by that certain Third Amendment to Ground Lease and Tower License Agreement, lated as of May 21, 2013, by and between the City of Calexico and Cellco Partnership, a Delaware partnership d.b.a Verizon Wireless, and as further amended by that certain Fourth Amendment to Ground Lease and Tower License Agreement, dated as of October 17, 2014, by and between the City of Calexico and Cellco Partnership, a Delaware partnership d.b.a. Verizon Wireless.
81211.0030233071895.3
Exhibit "E"
, 2018
{LANDLORD NAME}
{LANDLORD ADDRESS}
Re: Authority for _("Tenant") to Execute Tenant
Estoppel(s) Relating to (LANDLORD NAME) as Being Requested by SBA Towers X, LLC, or an affiliate ("SBA")
Dear
SBA is preparing to send out the tenant estoppel letter (s) with respect to your Tenant's lease(s) as included in our Purchase and Sale Agreement dated , under which SBA may take assignment of certain leases and purchase certain assets from your company, {LANDLORD NAME}.

In an effort to have this/these letter(s) acknowledged and returned in a timely manner, we respectfully request that by execution of this letter you give your consent to Tenant to conduct its review process of our estoppel(s) and return it/them to our attention without delay.

If you have any questions or need further information on the status of this/these estoppel letters), please feel free to contact me for assistance at 561-981-9917 or via email: [email protected].

Sincerely,
Elizabeth T. Chace
Sr. Paralegal, Mergers & Acquisitions
_, of the above named company, do give
consent to to review, return, and communicate as
necessary with SBA Towers X, LLC, or an affiliate, regarding the estoppel letter(s) being requested with this letter.

By: _
Name:

Its:

Date:

PUB337~1 - vl
81211.00302133071897.2
Schedule 4.2
Legal Description of Property
ASSESSOR PARCEL NUMBER: 058-535-001-000
COMMON ADDRESS: 352 East Ist Street, Calexico, CA 92231 LEGAL DESCRIPTION OF THE PROPERTY:

Landlord owns cerlain property with an address of 352 East I', Calexico, California 92231 hereinafter identified as the "Properly," legally described as follows:

LOTS 1,2, AND 3, OF BLOCK 73, AND ALL OF BLOCK 74 AND 75 OF THE TOWNSITE OF CAI.EXICO, IN THE CITY OF CALEXICO, COUNTY OF IMPERIAL, STATE OF CALIFORNIA ACCORDING TO MAP THEREOF NO. 911 ON FILE IN THE OFFICE OF THE COUNTY

RECORDER OF THE COUNTY OF SAN DIEGO, A COPY OF WHICH BEING ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF IMPERIAL.

TOGETHER WITH THE SOUTH 20 FEET OF FIRST STREET AND THAT PORTION OF HEBER AVENUE BETWEEN BLOCKS 73 AND 74 AND LYING SOUTH OF THE NORTH LINE OF THIE SOUTH 20 FEET OF 1 ST STREET, ALL AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALEXICO.

EXCEPTING THEREFROM THE WEST 26 FEET OF SAID LOT 3 AS GRANTED TO THE UNITED STATES OF AMERICA BY DEED RECORDED JULY 24, 1951 AS FILE NO. 8, IN BOOK 817, PAGE 478 OF OFFICIAL RECORDS.

PUB337~1- vł 14
81211.00302133071897.2
Schedule 4.3
True and Correct Copies of Existing Agreements
Comniunications Site Lease Agreement (Tower) dated June 25, 1998, by and between City of Calexico, a lessor, and Nextel of California, Inc., as lessee
Ground Lease and Tower License Agreement dated May 1, 1992, by and between the City of Calexico, as landlord, and Contel Cellular of California, Inc. as tenant, as amended by Amendment and Extension of Lease Agreement dated January 25, 1999, Second Amendment and Extension of Lease Agreement dated June 4, 2008, Third Amendment to Ground Lease and Tower License Agreement dated May 21, 2013, and Fourth Amendment to Ground Lease and Tower License Agreement datec October 17, 2014.

Non-Exclusive License Agreement for Cellular Site dated June 18, 2014, by and between the City of Calexico, as grantor, and T-Mobile West LLC, as grantee.

U.S. Government Lease for Real Property dated November 13, 2000, by and between the City of Calexico, as lessor, and he United States of America, as lessee.

PUB337~1 - vl 15
81211.00302\33071897.2

FIRST AMENDMENT TO AGREEMENT FOR PURCHASE OF EASEMENT

THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE OF EASEMENT (this "Amendment"), dated as of July _ → 2020, by and between SBA TOWERS X, LLC, a Delaware limited liability company ("Purchaser"), and THE CITY OF CALEXICO, CALIFORNIA, a municipal corporation ("Seller").

RECITALS:

WHEREAS, on July 23, 2020, Purchaser and Seller entered into that certain Agreement for Purchase of Easement (the "Agreement"), with respect to the Property described therein. All capitalized terms not expressly defined herein shall have the meaning ascribed to them in the Agreement;
WHEREAS, the parties now desire to amend the Agreement to provide for certain amendments as more particularly set forth herein.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Schedule 4.3 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 4.3(a) attached hereto and incorporated herein.

2. All other terms and conditions of the Agreement are hereby ratified and remain as stated therein without modification.

THIS AMENDMENT has been executed by the parties on the date set forth above.

SELLER:

THE CITY OF CALEXICO, CALIFORNIA, a
municipal corporation
By:_
Name: _ DAVID DALE
Title: CITK MANATEV
PURCHASER:

SBA TOWERS X, LLC, a Delaware limited
liability company
-→ -
By:

Thomas P. Hunt
Executive Vice President & General Counsel
81211.00302133133552.1
Schedule 4.3
True and Correct Copies of Existing Agreements
California Lease Agreement dated on or about September 12, 2005, by and between the City of Calexico, as landlord, and New Cingular Wireless PCS, LLC, as tenant.

Ground Lease and Tower License Agreement dated May 1, 1992, by and between the City of Calexico, as landlord, and Contel Cellular of California, Inc. as tenant, as amended by Amendment and Extension of Lease Agreement dated January 25, 1999, Second Amendment and Extension of Lease Agreement dated June 4, 2008, Third Amendment to Ground Lease and Tower License Agreement dated May 21, 2013, and Fourth Amendment to Ground Lease and Tower License Agreement dated October 17, 2014.

Nity or clusic, as nre Ag, and T Nor ill Wes i C, as rune 18, 2014, by and between the U.S. Government Lease for Real Property dated November 13, 2000, by and between the City of Calexico, as lessor, and he United States of America, as lessee. 81211.00302\33133552.1

SECOND AMENDMENT TO AGREEMENT FOR PURCHASE OF EASEMENT

THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE OF EASEMENT (this "Amendment"), dated as of July 1, 2021, by and between SBA TOWERS X, LLC, a Delaware limited liability company ("Purchaser"), and THE CITY OF CALEXICO, CALIFORNIA, a municipal corporation ("Seller").

RECITALS:

WHEREAS, on July 23, 2020, Purchaser and Seller entered into that certain Agreement for Purchase of Easement, as amended by that certain First Amendment to Agreement for Purchase of Easement dated July 23, 2020 (collectively, the "Agreement"), with respect to the Property described therein. All capitalized terms not expressly defined herein shall have the meaning ascribed to them in the Agreement;
WHEREAS, pursuant to Section 22 of the Agreement, the parties agreed to execute, acknowledge and deliver such further instruments, and perform such additional acts, as the other party may reasonably request in order to effectuate the intent of this Agreement; WHEREAS, to effectuate the closing of the transaction contemplated in this Agreement without further delay, and consistent with the authority in Section 22 to execute further instruments and perform additional acts to effectuate the intent of this Agreement, the parties now desire to amend the Agreement to provide for certain amendments as more particularly set forth herein.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Holdback for Structural Repairs.

A. At Closing One Hundred Twenty Thousand Nine Hundred Seventy-Five and 00/100 Dollars ($120,975.00) (the "Holdback Amount") shall be withheld from the Purchase Price for those certain recommended repairs to the Water Tower described in that certain Calexico Water Tank Structural Evaluation Report prepared by Horrocks Engineers ("Horrocks Report") dated January 29, 2021 and updated on May 14, 2021 (the "Repairs"). Seller shall promptly notify Purchaser when it has finished the Repairs, and Purchaser shall promptly order the Reports (as hereinafter defined) at Purchaser's sole cost and expense after receiving such notice. The Repairs shall be deemed completed upon Purchaser's receipt of the following items, each subject to parties' reasonable satisfaction and approval: (i) a passing structural analysis (i.e., POST MOD PASSING SA confirming the Water Tower, anchors, and foundation is adequate to meet the applicable code noted in the Horrocks Report (CBC 2019. ASCE 7-16, AWWA D-100-11, ANSI/TIA-222-H-1)), (ii) a set of detailed modification drawings, (iii) a post-modification inspection report (i.e., PMI report confirming the completed Repairs) and (iv) a detailed TIA report for the Repairs. Items (i) through (iv) in the preceding sentence are referred to herein as the "Reports". If Seller completes such Repairs within eight (8) months of the Closing Date, Purchaser shall release the Holdback Amount to Seller within ten (10) days of Purchaser's receipt and approval of the Reports.

B. In the event that Seller fails to complete such Repairs within eight (8) months of the Closing Date, and such additional period of time allowed by Section 1(c) below, the parties shall meet and confer in good faith to identify all completed and uncompleted portions of the Repairs, and Seller shall be entitled to draw a portion of the Holdback Amount in an amount equal to the difference between the Holdback Amount and the good faith estimated cost of completing the uncompleted portions of the Repairs, as determined by Purchaser in its reasonable discretion ("Withheld Holdback"). Further, in such event that Seller fails to complete such Repairs within eight (8) months of the Closing Date, and such additional period of time allowed by Section 1(c) below, Purchaser shall complete the uncompleted portions of the Repairs with reasonable diligence and shall be entitled to use the remaining portion of the Holdback Amount as reimbursement of its reasonable costs and expenses incurred to complete the Repairs. If upon inspection of the status of the uncompleted and completed portions of the Repairs, Purchaser determines in good faith that other work in addition to the Repairs is strictly necessary for the Water Tower to meet the applicable code noted in the Horrocks Report (CBC 2019.

ASCE 7-16, AWWA D-100-11, ANSI/TIA-222-H-1))) ("Additional Work"), Purchaser shall notify Seller in writing specifying the nature of the Additional Work and the estimated costs and expenses, and if the cost of the Additional Work is $5,000 or less, Purchaser shall complete such Additional Work, and shall deliver any unused portion of the Holdback Amount to Seller within thirty (30) days following Purchaser's completion of the Repairs and any Additional Work However, if the cost of such Additional Work is estimated to exceed $5,000, Seller shall have five (5) business days from receipt of the notice ("Additional Work Notice Period") to accept or object to the Additional Work. If Seller accepts within the Additional Work Notice Period, Purchaser may complete such Additional Work, and shall deliver any unused portion of the Holdback Amount to Seller within thirty (30) days following Purchaser's completion of the Repairs and any Additional Work. If Seller objects within the Additional Work Notice Period, the Parties shall promptly meet and confer in good faith to resolve the objection, and if the objection cannot be resolved within a further ten (10) business days, Purchaser may complete such Additional Work, and shall deliver any unused portion of the Holdback Amount to Seller within thirty (30) days following Purchaser's completion of the Repairs and any Additional Work. In the event the Withheld Holdback is not sufficient to cover all of Purchaser's costs to complete the uncompleted portions of the Repairs and Additional Work, Seller shall reimburse Purchaser for all reasonable costs and expenses incurred by Purchaser to complete the same, within forty-five (45) days following Seller's receipt of an invoice of sufficient detail to describe all Additional Work for which Purchaser seeks reimbursement.

C. No such failure on the part of Seller under Section 1(b) above, however, will be deemed to exist if Seller has commenced to complete the Repairs by selecting a contractor to complete the Repairs through public bidding within five (5) months of the Closing Date and provided that Seller's repair efforts are prosecuted to completion with reasonable diligence. Delays in completing the Repairs will be excused if due to causes beyond the reasonable control of Seller.

2. Labor Standards. Purchaser is aware of the requirements of California Labor Code sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. (the "Prevailing Wage Laws"). Purchaser agrees to comply with such Prevailing Wage Laws with respect to any work Purchaser elects to undertake under the Agreement, as amended, due to Seller's failure to complete the Repairs in the time period specified above, and such work constitutes, or is determined by the Department of Industrial Relations or by a court to be, a "public works" project under California law. Accordingly, Purchaser shall also defend, indemnify and hold the Seller, its elected officials, officers, employees and agents free and harmless pursuant to the indemnification provisions of the Agreement and from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws in connection with Purchaser's completion of the Repairs. Such indemnification obligations shall expire on the two (2) year anniversary of Purchaser's completion of the Repairs.

3. Incorporation of Recitals. The parties hereby incorporate the recitals set forth above by this reference as though set forth fully herein.

4. All other terms and conditions of the Agreement are hereby ratified and remain as stated therein without modification.

THIS AMENDMENT has been executed by the parties on the date set forth above.

SELLER:

THE CITY OF CALEXICO, CALIFORNIA, a
municipal corporation
By:

Name: Miguel Figueroa
Title: City Manager
PURCHASER:

SBA TOWERS X, LLC, a Delaware limited
liability company
By: 57
Thomas P. Hunt
Executive Vice President & General Counsel
DRAFT - 9-16-22

THIRD AMENDMENT TO AGREEMENT FOR PURCHASE OF EASEMENT

THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE OF EASEMENT _ 2022, by and between SBA TOWERS X,
CALIE a municed l biporation aste Owner, All capialized terms not express defined herein shall have the meaning ascribed to them in the Agreement (defined below).

RECITALS:

WHEREAS, on July 23, 2020, SBA and Site Owner entered into that certain Agreement for Purchase of Easement, as amended by that certain First Amendment to Agreement for Purchase of Easement, dated July 23, 2020 ("First Amendment"), and that certain Second Amendment to Agreement for Purchase of Easement, dated as of July 1, 2021 ("Second Amendment") (collectively the "Agreement" with respect to the Property described therein; WHEREAS, during the course of SBA's due diligence it was discovered that the Water Tower needed certain repairs described in the Calexico Water Tank Structural Evaluation Report dated January 29, 2021;
WHEREAS, SBA and Site Owner now desire that SBA decommission and demolish the Water Tower and construct a New Tower (defined below);
WHEREAS, pursuant to Section 22 of the Agreement, the parties agreed to execute, acknowledge and deliver such further instruments, and perform such additional acts, as the other party may reasonably request in order to effectuate the intent of the Agreement; WHEREAS, to effectuate the closing of the transaction contemplated in the Agreement without further delay, and consistent with the authority in Section 22 of the Agreement to execute further instruments and perform additional acts to effectuate the intent of the Agreement, the parties now desire to amend the Agreement to provide for certain amendments as more particularly set forth herein.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties

1. Termination of Second Amendment. The Second Amendment is hereby nullified and shall have no further force and effect.

2. References. All references to Seller and Purchaser in the First Amendment shall be replaced with Site Owner and SBA, respectively.

3. Modifications of Defined Terms. For the purposes of this Third Amendment, the following defined terms set forth in Exhibit "A" of the Agreement shall be modified 1 CA24329-A
as follows:
"Effective Date" - the later of the dates that Site Owner and SBA have executed this Third Amendment.
"Inspection Period" - the period commencing on the Effective Date and ending on the first Business Day following SBA's confirmation of receipt of all Construction Approvals, unless extended as provided in Sections 5.2 of the Agreement and Section 14 of this Third Amendment.

4. Addition of Defined Terms. The following defined terms shall be added to Exhibit "A" of the Agreement:
"Completed Tower" - SBA's completion of the installation of the New Tower and the Existing Customers' equipment has been removed from the temporary facilities and installed on the New Tower.
"Construction Approvals" - Items necessary for the construction and development of the New Tower including but not limited to: (i) Permits, (ii) Legal Requirements, (iii) zoning and development approvals, (iv) building permits, (v) title evidence, (vi) surveys, (vii) Phase 1 and any other required environmental assessments, (vili) construction plans, (ix) NEPA, TCNS and FAA approvals, and (x) any other documents or instruments required or directly relevant to construct and develop the New Tower.
"Initial Closing Date" - Within three (3) Business Days following the expiration of the Inspection Period, unless extended by the terms of this Agreement or by mutual consent of SBA and Site Owner.
"New Tower" - the approximately One Hundred Forty-Five (145) foot faux water structure designed to closely mimic the appearance of the Water Tower including replicating the silver and red color scheme and "Welcome to the City of Calexico" message, which is to be constructed and installed on the Property once the design is reviewed and approved in advance by SBA and Site Owner, as more particularly described and depicted in Exhibit "G" to the Easement.
"Final Closing Date" - Within three (3) Business Days of SBA's notification to Site Owner of the Completed Tower.

5. Update of Defined Terms. The definitions of Closing Date and Site Owner Assets set forth in Exhibit "A" of the Agreement are updated to state the following:
"Closing Date(s)" - collectively, the Initial Closing Date and/or the Final Closing Date.
"Site Owner Assets" - Site Owner's interests in the Existing Agreements subject to the terms of the Easement. Site Owner Assets also includes SBA's interest in portions of the ground area under the New Tower granted pursuant to the Easement. 2 CA24329-A
For avoidance of doubt, except for the portions of the ground under the New Tower granted pursuant to the Easement, SBA is not taking fee title or other interest in or to the Property.

6. Amendments. In accordance with Section 19 of the Agreement:
(a) Section 3.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
"The Purchase Price of the Site Owner Assets (including the consideration for entering into the Easement) to be paid to Site Owner on the Initial Closing Date is and 00/100 Dollars ($ ), subject to all adjustments,
credits ad prorations contained in this Agreement (Initial Closing Date Payment"). The Purchase Price to be paid to Site Owner on the Final Closing Date is _and 00/100 Dollars (, subject to all adjustments,
credits ad prorations contained in this Agreement ("Final Closing Date Payment).

In the event the Included Revenue being generated by the Includes Leases on the Property is less than $92,288.00 annually at the Initial Closing, then the Purchase Price shall be reduced by the amount the Included Revenue is less than $92,288.00 multiplied by 21.7.

SBA will pay the Initial Closing Date Payment and the Final Closing Date Payment to Site Owner in Current Funds. For avoidance of doubt, no additional sums will be due to Site Owner from SBA, except as otherwise provided for in the Easement or Agreement."
(b) Exhibit "D" to the Agreement is hereby deleted in its entirety and Exhibit "D-1" attached to this Third Amendment is substituted therefor. (c) The second sentence of Section 4.3 of the Agreement is hereby deleted in its entirety and replaced with the following:
"Site Owner will assign its interests in the Existing Agreements to SBA on the Initial Closing Date free and clear of all liens and encumbrances, excepting only the Permitted Exceptions"
(d) Section 5.8 of the Agreement is hereby deleted in its entirety and replaced with the following:
"On the Initial Closing Date, Site Owner and SBA shall enter into the Easement, in the form substantially attached hereto as Exhibit "D-1", which shall give SBA the exclusive rights to a portion of the Property for the purpose of installing, constructing, maintaining, operating, modifying, repairing the New Tower and replacing improvements and equipment thereon, and facilitation of communications and/or data related uses in connection therewith for a period of fifty-five (55) years ("Easement"). The terms of the Easement are incorporated 3 CA24329-A
herein by reference."
(e) Section 6 of the Agreement is hereby deleted in its entirety and replaced with the following:
"If all representations and warranties contained in this Agreement are true and correct, and all conditions precedent contained in this Agreement are satisfied and this Agreement is not terminated in accordance with Section 5.7, Site Owner and SBA agree that the respective Closings will be consummated at 2:00 p.m. E.S.T. on the respective Closing Dates, which will be conducted by nationally recognized overnight courier service. At the Initial Closing Date, Site Owner will deliver the items listed on Exhibit "B" to SBA, each fully executed and acknowledged as required, and SBA will deliver the items listed on Exhibit "C" to Site Owner on the Initial Closing Date, each fully executed and acknowledged."

7. Construction Approvals. Following the Effective Date of this Third Amendment, SBA shall endeavor to obtain the Construction Approvals, so that SBA may commence construction of the New Tower in compliance with all applicable Legal Requirements.

Site Owner agrees to cooperate with SBA as needed with respect to the construction of the New Tower, including but not limited to, assistance with obtaining the Construction Approvals from third parties.

8. Construction of New Tower. Following the Initial Closing Date, SBA will decommission and demolish the Water Tower, relocate Existing Customers' equipment from the Water Tower to temporary facilitates placed on the Property and commence construction of the New Tower. The cost and expense of decommissioning and demolishing the Water Tower, relocating the Existing Customers' equipment to temporary facilities placed on the Property, and the cost and expense of constructing the New Tower, shall be borne solely by SBA. From the Final Closing Date, and for the duration of the Easement term, SBA shall own the Completed Tower and shall be responsible for the maintenance thereof, as more particularly set forth and described in the Easement.

9. Removal and Relocation of Water Tank. SBA will remove the top section of the Water Tank and place it on the Property. Site Owner will be responsible for removing and relocating the Water Tank from the Property at its sole cost and expense after receiving notification from SBA that it has been removed from the Water Tower and is ready for relocation. The parties may agree in the future that SBA assist in the relocation of the Water Tank, to which any costs related to the relocation will be deducted from the Purchase Price.

10. Third Party Easements. Site Owner will assist SBA in obtaining third party easements, if necessary, for the use of any adjacent property owned by any third Person or any third Person under the control of the Site Owner which may be necessary to accommodate: (i) construction related vehicles and activities needed for the construction of the New Tower, and/or (ii) Existing Customers' temporary facilities.

For avoidance of doubt, such assistance shall not include exercise of the Site Owner's eminent domain authority.
4 CA24329-A

11. Bring Down of Representations and Warranties of Site Owner. Except as amended hereby, the representations and warranties of Site Owner contained in Section 4 of the Agreement are true and correct in all material respects as of and on the date hereof as if made again on the date hereof. The representations and warranties contained in this Third Amendment shall be deemed representations and warranties of the Site Owner pursuant and subject to the terms of the Agreement.

12. Recitals. The parties hereby incorporate the recitals set forth above by this reference as though set forth fully herein.

13. Headings. Section headings in this Third Amendment are for convenience only and shall not limit or change the subject matter of this Third Amendment.

14. Merger. This Third Amendment will form part of the Agreement for all purposes and the Agreement will hereafter be read together. Except as amended hereby, the Agreement will be and remain in full force and effect and unchanged. As amended hereby, the Agreement is hereby ratified and confirmed by the parties hereto. In the event of any conflict between the terms of this Third Amendment and the Agreement, the terms of this Third Amendment will control. The parties may agree to extend the Inspection Period via electronic mail provided Site Owner's sender of said notice is the Site Owner, or someone with equal authority to bind Site Owner.

15. Counterparts. This Third Amendment may be executed in any number of counterparts, each of which will be an original, but all of which taken together will constitute one instrument. The parties agree that a scanned or electronically reproduced copy or image of this executed Third Amendment will be deemed an original and may be introduced or submitted in any action or proceeding as competent evidence of the execution, terms and existence hereof notwithstanding the failure or inability to produce or tender an original counterpart of this Third Amendment and without the requirement that the unavailability of such original counterpart of this Third Amendment first be proven. [The remainder of this page was left blank intentionally; the signature page follows.] 5 CA24329-A
THIS THIRD AMENDMENT has been executed by the parties on the date set forth below.

SITE OWNER:

THE CITY OF CALEXICO, CALIFORNIA, a
municipal corporation
By:_
Name:

Title:

Date:

SBA:

SBA TOWERS X, LLC, a Delaware limited
liability company
By:

Thomas P. Hunt
Executive Vice President & General Counsel
Date:
6 CA24329-A
EXHIBIT "D-1"
Easement
[To be inserted before the Initial Closing Date]
7 CA24329-A
ATTACHMENT 2

EASEMENT AND ASSIGNMENT AGREEMENT
DRAFT 9.16.22

EASEMENT AND ASSIGNMENT AGREEMENT
Agreement ("Effective Date"). This Easement Agreement is attached to and is an exhibit to the Agreement for Purchase of Easement, as amended ("Purchase Agreement"). Capitalized terms not defined herein are defined in Schedule "1".

Preliminary Statement:

Site Owner is the owner of that certain parcel of land located at 352 East First Street, in the City of Calexico, State of California, which is more particularly described in Exhibit "A" to this Easement Agreement ("Property"), containing the City of Calexico Water Tower to be replaced by the New Tower. All Exhibits referenced herein shall be attached to and considered a part of this Easement Agreement.

In consideration of the mutual covenants contained in this Easement Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Site Owner and SBA hereby agree as follows:

GRANT OF EASEMENT: Site Owner grants and conveys to SBA, its Existing Customers, Future Customers, agents, successors, affiliates, and assigns:

1.1. Exclusive Communication Easement. Exclusive and unrestricted rights to use the Communication Easement described and depicted on Exhibit "B" to this Easement Agreement, for the purposes of installing, constructing, maintaining, operating, modifying, repairing and replacing improvements and equipment, which may be located on the Communication Easement from time to time, for the facilitation of: (i) constructing the New Tower; (ii) Telecommunications Purposes; and (iii) any other related activities and uses strictly necessary for SBA to comply with its obligations under the Existing Agreements ("Permitted Use"). The Communication Easement description will include, but is not necessarily limited to, the portion of the Property leased under the Existing Agreements and the ground area beneath the New Tower. Prior to execution hereof, Site Owner shall have the opportunity to review the proposed Communication Easement depicted on Exhibit "B" for its approval, which shall not be unreasonably withheld, conditioned or delayed. Subsequently, SBA may make any improvements, alterations or modifications on or to the Communication Easement in direct furtherance with the Permitted Use as are deemed appropriate by SBA, in its sole discretion, and for no other purpose. SBA shall have the exclusive and unrestricted right to lease, sublease, license, or sublicense any structure or equipment on the Communication Easement and shall also have the right to lease, sublease or license to third parties any portion of the Communication Easement, but no such lease, sublease or license shall relieve or release SBA from its obligations under this Easement Agreement. Site Owner shall not disturb SBA's right to use the Communication Easement.

SBA's exclusivity as described herein shall not preclude Site Owner from using the Property or the Communication Easement for any purpose that is not a Telecommunications Purpose or preclude Site Owner or any governmental entity acting with the permission of Site Owner from using the Property or Communication Easement for certain non-commercial, governmental use Telecommunications Purposes without the payment of rent to SBA, provided such permitted Telecommunications Purposes shall not include the provision of personal wireless services or telecommunication services for commercial purposes ("Governmental Attachment Rights"). For the avoidance of doubt, the Customs and Border Patrol Agreement shall be included within the Governmental Attachment Rights and any amendment thereof shall continue to be

1.2. Exclusive Access Easement. Exclusive rights to the Access Easement described and depicted on Exhibit "C" to this Easement Agreement for ingress and egress to and from the Communication Easement and First Street, with the right to construct, reconstruct, improve, add to, enlarge, and change an access route sufficient for vehicular and pedestrian ingress and egress from the Communication Easement to First Street, as necessary or commercially reasonable for SBA's exercise of its Permitted Use of the Communication Easement.

1.3. Non-Exclusive Utility Easements. Non-exclusive rights to the Utility Easement described and depicted on Exhibit "C" to this Easement Agreement for the construction, installation, operation and maintenance, repair and removal of overhead and underground electric, water, gas, sewer, telephone, data transmission and other utility facilities providing service to the Communication Easement and the Systems and related activities and uses (including wires, poles, guys, cables, conduits and appurtenant equipment) with the right to construct, construct, improve, add to, enlarge, change and remove such facilities, and to connect the same to utility lines located in a publicly dedicat ht of way, as necessary or commercially reasonable for SBA's exercise of its Permitted Use of the Communication Easeme

2. TERM: The terms and conditions of this Easement Agreement shall bind SBA and the Site Owner throughout the Term.

3. COMPENSATION: SBA shall compensate Site Owner as follows:
81211.00302\40685918.5

3.1. Purchase Price. In consideration of Site Owner entering into this Easement Agreement and allowing SBA to retain One Hundred percent (100%) of the Existing Revenue during the Term, SBA agrees to pay Site Owner the Purchase Price pursuant to the Purchase Agreement. Notwithstanding SBA's right, title, and interest to the Existing Revenue pursuant to this Easement Agreement, during the Term, Site Owner is under no obligation to enforce Customers' obligation(s) to make rental payments or cure any default relating to the non- payment of rent pursuant to the respective Customer Agreements. SBA shall not be entitled to any offset, deduction or reimbursement of the Purchase Price due to SBA's failure to enforce Customers' obligation(s) to make rental payments or cure any post-closing default relating to the non-payment of rent pursuant to the respective Customer Agreements. In the event a Customer fails to make rental payments or cure any post-closing default relating to the non-payment of rent pursuant to the respective Customer Agreement for a period exceeding three (3) consecutive calendar months, SBA shall use commercially reasonable efforts to cause the Customer to cure any such default.

3.2. Existing Revenue Replacement. In the event that the Existing Agreements expire or are terminated during the Term, SBA may replace the Existing Revenue by retaining One Hundred percent (100% of the revenue from Future Customers, if any, until the revenue from Future Customers is equivalent to the amount of Existing Revenue lost to expiration or termination. Any revenue in excess of the Existing Revenue shall be distributed in accordance with Sections 3.3 and 3.4 below.

3.3. Future Customer Revenue Sharing. Subject to Section 3.2 above, SBA shall pay Site Owner the Revenue Share. The Revenue Share payments will be calculated beginning with the first dollar generated from agreements with Future Customers, except in the event of a rent reduction of any Existing Agreement, or a termination or non-renewal of any Existing Agreement. In such event, SBA shall retain rents from the Future Customer in the amount of the Base Rent and share any excess pursuant to this Section.

3.4. Revenue Share Payment. Revenue Share payments shall be made by check or EFT delivered one month in arrears (before the last day of the month following the month in which the rent payment was received by SBA). SBA shall also deliver to Site Owner a monthly report identifying all Future Customers which have, during the previous month, operated Systems on or from the Easements and the fee received from each such Future Customer during that month, including any past arrearage paid within that month. All Revenue Share payments shall be computed from the first of the month following the commencement of rental payments by a Future Customer and are contingent upon SBA's receipt of an accurate W-9 form from Site Owner following the Effective Date hereof. Removal of a System may be cause for an adjustment to the Revenue Share payments. SBA shall maintain complete accounting records on an accrual basis (provided, however, that payments to Site Owner are made on a cash basis) in accordance with generally accepted accounting principles related to the Revenue Share and Customer payments. Site Owner shall have the right, upon ten (10) business days advance written notice, to inspect, audit and copy all such records and other like materials of SBA that reasonably relate to Site Owner's Revenue Share under this Easement Agreement. All such records shall be subject to audit and inspection, for the primary purpose of assuring compliance with the terms of this ASSIGNMENT OF EXISTING AGREEMENTS: As of the Effective Date, Site Owner sells, transfers and assigns to SBA all of its right, title and interest in, to and under the Existing Agreements for the Term. SBA assumes only the obligations and liabilities of Site Owner under the Existing Agreements accruing on or after the Effective Date. During the Term, Site Owner grants to SBA the right to terminate or extend the term of the Existing Agreements pursuant to the terms and conditions of the Existing Agreements and to enter into, extend, or terminate any agreement with a Future Customer provided, however, SBA may not extend the term of any Customer Agreements beyond the Term of this Easement Agreement or subject Site Owner to additional liabilities or responsibilities without the prior written consent of Site Owner, which consent shall not be unreasonably withheld, conditioned or delayed. In the event any Customer Agreement is so extended beyond the Term of this Easement Agreement, on or before the expiration of the Term or any earlier termination date, SBA shall assign the Customer Agreements to Site Owner and shall surrender the Easements and the Property free and clear of any liens or encumbrances. Upon expiration of this Easement Agreement, SBA is obligated to return the Easements to Site Owner in the state it existed as of the Effective Date, wear and tear and damage from the elements excepted, and complete any repairs necessitated by such removal, reasonable wear and tear excepted, and SBA shall be responsible for performing or enforcing performance of any site restoration and repair obligations of Customers under any Customer Agreements that terminate on or before this Easement Agreement is terminated.

5. CONSTRUCTION OF NEW TOWER: SBA will decommission and demolish the existing Water Tower, relocate all Existing Customer Systems onto temporary cell on wheels or other temporary antenna facilities and upon completion of the New Tower, relocation of such Systems onto the New Tower, and construct the New Tower within the Communication Easement at its sole cost and expense. Site Owner acknowledges and consents to SBA, its affiliates, Existing Customers, successors, and/or assigns together with any of the employees, contractors and/or agents, the right to: (i) access the Property, Easements, an any adjacent property owned by Seller or under its control for the purpose of removing, demolishing and decommissioning the Water Tower and Water Tower Structure and constructing the New Tower; (ii) access the Property and the Water Tower for the purpose of removing Existing Customers' Systems from the Water Tower; and (iii) access and utilize additional ground space within the Property, at a mutually acceptable location, for the placement of a cell on wheels or other temporary antenna facilities where Existing Customers' Systems will be placed during construction of the New Tower and until the New Tower is complete and the Existing Customers have been relocated to the New Tower. In addition, Site Owner acknowledges and consents to SBA removing the Water Tank from the Water Tower and placing it on the Property for Site Owner's relocation. Site Owner will be responsible for removing and relocating the Water Tank from the Property at its sole cost and expense after receiving notification from SBA that it has been removed from the Water Tower and is ready for relocation. SBA will not responsible be for any damage to the 2 81211.00302\40685918.5

6. RELOCATION AFTER NEW TOWER COMPLETION: After the New Tower is built, in the event SBA performs any repair, maintenance, replacement or other restorative work upon the New Tower which requires the temporary relocation or movemen of the Systems, such temporary relocation or movement of the Systems shall be at SBA's sole cost and expense unless otherwise provided ir the Existing Agreements.

7. USE OF EASEMENTS: SBA may allow the use of the Easements in accordance with the Existing Agreements and may market the Property to Future Customers for Telecommunications Purposes and installation of Systems upon the Easements, consistent with the Permitted Use. The Systems may be owned by SBA's Customers and shall not be deemed fixtures. At any time during the Term and within ninety (90) days after termination hereof, SBA or its Customers, may remove any System and other personal property from the asements. Removal of a System or all Systems shall not cause an expiration or termination of this Easement Agreement. Site Owner bear o responsibility for, and SBA shall have no recourse apainst Site Owner. in the event a Customer terminates a Customer Agreement or du to SBA's removal of any System.

7.1. Operational Requirements. Site Owner shall retain and continue to faithfully perform and discharge any and all of Site Owner's obligations as lessor under the Customer Agreements specifically related to fee ownership. Notwithstanding the foregoing and in addition to any obligation of SBA herein, SBA shall assume and faithfully perform and discharge any and all obligations as assignee of a leasehold interest under the Customer Agreements for the Term including, but not limited to, the following obligations:

Taxes. SBA shall have the responsibility to pay any taxes, levies, assessments, and other charges imposed upon the portion of the Property containing the New Tower and Easements, including franchise and similar taxes, arising out of SBA's use, management, or operation of the New Tower or any subsequent Customer Agreement or sublease entered into by SBA (collectively, "Taxes"), to the extent that SBA can pass the obligation to pay the Taxes fully to the Customers installed at the time such Taxes are imposed, pursuant to the Customer Pursuant to Section 107.6 of the California Revenue and Taxation Code, Site Owner hereby advises, and SBA recognizes and understands, that this Easement Agreement may create a possessory interest and SBA may be subject to, and responsible for, property taxes levied on such interest, as described in California Revenue and Taxation Code Section 107. SBA will co-operate with the Imperial County Assessor in providing any information necessary for the Assessor to make a property tax determination. SBA reserves the right to challenge any such assessment, and Site Owner agrees to cooperate with SBA in connection with any such challenge.

7.1.2. Notices. SBA shall provide Site Owner a copy of all notices that may affect Site Owners obligations and liabilities herein, which shall include, but are not limited to, notices of nonmonetary breach and notices related to casualty events, force majeure or other notices affecting Site Owner's repair and maintenance obligations herein, given to and received from Customers within five (5) business days of dispatch or receipt. Notwithstanding the foregoing, failure of SBA to provide any other such notices to Site Owner as provided herein shall not be deemed a cause for default of this Easement Agreement.

Cooperation. Site Owner agrees to cooperate fully with SBA, at all times, in abiding by all reasonable rules, regulations, requests, and requirements which SBA may prescribe for the proper operation and maintenance of the New Tower including, but not limited to, cooperating with SBA and Customers in any governmental proceeding or tax matter in which Site Owner's assistance is necessary or desirable for SBA or any facility construction, maintenance, modification, or repair.

7.1.4. Compliance with Applicable Laws. SBA shall comply and ensure that its contractors and representatives will comply with all applicable federal, state, and local laws, ordinances, rules and regulations, cluding health, safety, and environmental requirements, pertaining to its and their operations of the New Towe nd Property during the Term
Maintenance and Repairs. Except during construction of the New Tower, SBA shall not use the Property, Easements or New Tower for overnight storage of vehicles or equipment without the prior written consent of Site Owner. Site Owner shall maintain the Property, except for maintenance, repairs, and other work necessary to restore the Property to good condition caused by actions or operations of SBA and the Customers, damage from the elements and wear and tear excepted. SBA shall maintain the New Tower except for maintenance, repairs, or other work necessary to restore the New Tower to good condition caused by the actions or operations of Site Owner, if any. SBA shall perform or enforce performance of all applicable provisions of the Customer Agreements relating to Customers' repair, maintenance, and reimbursement responsibilities therein. Further, SBA shall be solely responsible for all costs and expenses required to perform any repairs or other work necessary to ensure the New Tower is structurally compliant for use and continuing use of the New Tower and Easements as described in this 81211.00302\40685918.5
requiring the Customer to repair damages to the Property caused by the Customer's operations. SBA shall require Future Customers to repair damages to the Property caused by the Customer's operations. SBA shall enforce all maintenance and repair obligations in the Customer Agreements on behalf of Site Owner. If an Existing Agreement allows the Customer to perform certain repairs and seek reimbursement from the lessor therein, SBA shall provide the reimbursement.

Signage and Appearance of New Tower. SBA shall maintain the physical appearance of the New Tower in accordance with the obligations herein, which shall mimic the silver and red color scheme, and "Welcome to the City of Calexico" message upon the Water Tank, and shall not attach equipment or Systems to the exterior of the New Tower, unless all other attachment options are technically infeasible. SBA shall not affix any paint or other materials to the New Tower that deviates from the silver and red color scheme, and "Welcome to the City of Calexico" message as it existed upon the Water Tank. SBA shall not place any signs, designs, advertisements, or other speech upon the Water Tank, without the express written consent of Site Owner, unless required by state or federal law. SBA shall not use the Property, Easements or Water Tower in any manner that constitutes a public nuisance; provided, however, the Permitted Use is not deemed a public nuisance.

7.1.7. Access and Utilities. SBA may, and may allow its Existing Customers, Future Customers, agents, successors, assigns and/or affiliates, access the Easements to install, construct, maintain, operate, modify, inspect, remove, repair and replace the Systems which may be located from time to time within the Easements, and Site Owner agrees to allow such access to the Easements. Access shall be during normal working hours on normal business days, except when any Existing Agreement allows for greater access, in which case the rights of access herein shall conform to that Existing Agreement. In the case of an emergency or equipment malfunction, access will be permitted at any time, subject to reasonable security, safety and identification procedures required by the Site Owner. SBA agrees to maintain any exclusive access roadways from the nearest public right of way to the Communication Easement. During the Term, Site Owner shall not disturb, destroy or alter the access route to the Communication Easement in effect as of the Effective Date hereof without first consulting with SBA and providing an alternative access route to the Communication Easement substantially similar to the access route in use as of the Effective Date hereof. To the extent not otherwise addressed herein, (or to the extent any access and utility easement specifically referenced herein, including but not limited to the Easements, if applicable, cannot, does not, or will not fully accommodate the access and utility needs of the Communication Easement during initial construction of the New Tower and/or installation of Customer Systems), Site Owner hereby grants and conveys unto SBA, its Existing Customers, Future Customers, agents, successors and assigns, full, complete, uninterrupted and unconditional temporary access to and from the Communication Easement, during normal working hours on normal business days, over and across any adjacent property now or hereafter owned by Site Owner, for, without limitation, ingress and egress to and from the Communication Easement, as well as the construction, installation, location, maintenance, relocation and repair of overhead and/or underground utility connections, including electric, telephone, gas, water, sewer, and any other utility connection, provided that SBA shall repair any damages to the Property caused by such access. This Easement Agreement, and the rights granted herein, shall be assignable by SBA to any public or private utility company to further effect this provision If it is reasonably determined by Site Owner or SBA that any utilities that currently serve the Communication Easement as of the Effective Date are not encompassed within the description of the Access and Utility Easement set forth herein, then Site Owner and SBA agree to amend the description of the Access and Utility Easement set forth herein to include the description of such areas. If it becomes necessary to relocate any of the utility lines that serve the Communication Easement, Site Owner hereby consents to the reasonable relocation for such utility lines upon the Property for no additional consideration and at no cost to Site Owner, and hereby agrees to reasonably cooperate with SBA to review and approve for accuracy a revised legal description for an Access and Utility Easement that will reflect such relocation.

8. ELECTRICAL:

8.1. Electrical Service. Existing Customers shall continue to utilize the electrical service in operation as of the Effective Date. Site Owner has advised SBA that as of the Effective Date, the Customers obtain separately metered service directly from the local utility and do not pay Site Owner for utility use and Site Owner does not provide utility service to Customers. SBA reserves the right, with Site Owner's prior approval, to require any Existing Customer to install a remote-readable sub-meter and engage the services of a third- party meter reading service, or to obtain electrical service directly from the utility. SBA may require Future Customers to obtain electrical service directly from the utility whenever possible; alternatively SBA shall require the Future Customer to sub-meter off of the Property's electrical service, install a remote-readable sub-meter, and engage a third-party meter reading service. Reimbursements paid to Site Owner for utilities shall not be included in the calculation of Revenue Share payments.

Electrical System Modifications. SBA reserves the right to make reasonable modifications to the electrical distribution system serving the Systems to accommodate the electrical requirements of the Systems. Prior to the installation or modifications of the existing utilities, SBA shall submit to the Site Owner, for its approval, plans and specifications for same. Such approval shall not be 4 81211.00302\40685918.5
unreasonably withheld, conditioned or delayed. All costs and expenses related to the installations and modifications for electrical services and meters shall be borne solely by SBA or its Customers.

9. EXCLUSIVITY:

9.1. Covenant Not to Compete. Site Owner hereby acknowledges that:

The agreements and covenants Site Owner is providing in this Section are reasonable and necessary TO SA's protection of its kgitimate interests in the ransaction contemplated by this Easement Agreement;

9.1.2. SBA will be irreparably damaged and its substantial investment in the transaction contemplated by this Easement Agreement materially impaired if Site Owner, acting solely in its proprietary and not governmental capacity, were to engage in an activity competing or interfering with the business of SBA in violation of the terms of this Section 9 or if Site Owner were to disclose or make unauthorized use of any confidential information concerning the business of the Site Owner or SBA; and
The scope and length of the term of this Section 9 and the geographical restrictions contained herein are fair and reasonable and not the result of overreaching, duress or coercion of any kind and the full, uninhibited and faithful observance of each of the agreements and covenants contained in this Section 10 will not cause Site Owner any undue hardship, financial or otherwise, and enforcement of cach of the covenants contained in this Section 9 will not impair Site Owner's ability, if Site Owner so desires, to obtain work commensurate with Site Owner's abilities and on terms fully acceptable to Site Owner.

9.1.4. During the Term, Site Owner shall not enter into any agreement, directly or through a third party, granting any third party or any then-existing Customer the right to use any portion of the Property for the installation or operation of Systems, except as provided in Section 1. Further, Site Owner shall not enter into any agreement with a then-existing Customer, for installation of equipment on any adjacent property owned by Site Owner, if Site Owner has actual knowledge that such agreement will cause the Customer to terminate its then-Existing Agreement with SBA. The covenant in the foregoing sentence shall not apply if Site Owner's refusal to enter into such agreement with a then-existing Customer will cause Site Owner to violate any state or federal law. Any actions taken to contravene the intended effect of this Section shall constitute a breach of this Easement Agreement by the Site Owner.

9.2. Remedies. Site Owner and SBA acknowledge that SBA will be irreparably damaged (and damages at law would be an inadequate remedy) if this Section 9 is not specifically enforced. Therefore, in the event of a breach or threatened breach by Site Owner of the provisions of this Section 9, then SBA shall be entitled to all rights or remedies which may be available at law or in equity.

INTERFERENCE: Should the Systems operated by Existing Customers or Future Customers cause any interference to the radio, television or other electronic components of Site Owner or the residents and tenants of the Property ("Interference"), SBA will eliminate or remediate the Interference to an acceptable level, power down the System, or remove components of the offending System, to the extent permitted under the Existing Agreements. In the event the Site Owner installs electronic equipment after the installation date of any Customer's System and such Site Owner equipment causes Interference to the Systems, then the Site Owner agrees to resolve the Interterence problem or remove or relocate the oftending equipment. The parties recognize and agree that it is the intention of this Section 10 that Site Owner shall not become embroiled in any disputes or proceedings between SBA and Customers arising as a result of Interference caused by Future Customers Systems or modifications to Existing Customer Systems permitted by SBA, and/or expend funds as a result thereof; therefore, SBA agrees to pay all of Site Owner's costs and attorney's fees that may reasonably be incurred by Site Owner related to any Interference disputes or proceedings between SBA and Customers arising after the Effective Date to the extent the Site Owner's involvement in such disputes or proceedings is initiated or caused by Interference from Future Customers or modifications to Existing Customer Systems permitted by SBA.

11. QUIET ENJOYMENT: Site Owner covenants and agrees that upon SBA's observing and performing all the terms of this Easement Agreement, SBA may peacefully and quietly enjoy the Easements, subject to the terms and conditions of this Easement Agreement. Further, during the Term, Site Owner will not improve or grant any other easement, ground lease, lease, license, sale or other similar interest of or upon the Property if such improvement or interest would interfere with SBA's use of the Easements..

INSURANCE: SBA shall furnish a Certificate of Insurance to Site Owner, naming Site Owner as holder, to cover any damage that may arise by virtue of the construction, operation or maintenance of the New Tower, or the installation, removal, operation or maintenance of the Systems. The Certificate of Insurance delivered to the Site Owner will provide that coverage shall not be canceled or terminated without giving Site Owner notice in accordance with policy provisions. SBA shall procure insurance which shall provide for 81211.00302\40685918.5
Combined Single Limit:

Bodily Injury; Property Damage $1,000,000.00 (per occurrence) $2,000,000 (ingeneral aggregate)
Excess Liability (Umbrella Form) $5,000,000.00
Site Owner hereby agrees that SBA may satisfy this requirement pursuant to master policies of insurance covering other locations of SBA. SBA further agrees to name Site Owner as an additional insured under such policies. In addition, SBA shall ensure that the Customers continue to be required to maintain at least the same insurances that they are required to maintain today under the Existing Agreements, and that any third parties granted rights by SBA to use the Easements are required to maintain similar insurances as the Existing Customers.

13. ENVIRONMENTAL COVENANTS AND INDEMNITY: Site Owner represents that to the best of its knowledge, without investigating thereof, that it has no knowledge of any Hazardous Substance, underground storage tanks, asbestos-containing insulation or materials or products containing PCB are located on, under or about the Property, except to extent permitted by the Existing Agreements. Neither Site Owner nor SBA will introduce or use any such Hazardous Substance on, under or about the Property in violation of any applicable law or regulation. Site Owner shall defend, indemnify, protect and hold SBA harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and costs, caused by or arising from the presence, Release, or threatened Release of any Hazardous Substance or the acts, omissions or negligence of the Site Owner and its respective agents, contractors and employees arising prior to the Effective Date. With respect to Future Customers, SBA shall defend, indemnify, protect and hold Site Owner harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and costs, caused by any Future Customer bringing any Hazardous Substance onto the Property or any Release or threatened Release of any Hazardous Substance caused by any Future Customer, or the acts, omissions or negligence of any Future Customer. With respect to Existing Customers, SBA shall defend, indemnify, protect and hold Site Owner harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and costs, caused by any Existing Customer bringing any Hazardous Substance onto the Property, or the acts, omissions or negligence of any Existing Customer, to the extent that SBA is indemnified pursuant to the applicable Existing Agreement, as assigned. Notwithstanding the foregoing, SBA shall not amend any Existing Agreement, or replace any Existing Agreement with a new agreement for that Customer, which reduces the Customer's indemnification obligations from those in the Existing Agreement. The foregoing indemnities shall survive any termination of this Easement Agreement. Site Owner and SBA shall each provide to the other copies of any written notice, claim, government document, or complaint alleging a legal action arising from the Release or presence of Hazardous Materials or waste on, under, or at the Property that is received by that party.

14. GENERAL INDEMNITY: In addition to the environmental indemnity set forth above, Site Owner and SBA shall each indemnify, defend and hold the other harmless against any and all costs (including reasonable attorney's fees) and claims of liability or loss arising (i) due to the breach of any representation, warranty or covenant of such indemnifying party set forth herein; and (ii) out of the use and/or occupancy of the Property and Easements by the indemnifying party. This indemnity shall not apply to any claims to the extent arising from the negligence or willful misconduct of the indemnified party.

COMPLIANCE: Both SBA and Site Owner shall comply with all applicable rules, regulations, laws, ordinances, statutes and requirements of all governmental authorities, as such pertain to their operations at the Property pursuant to this Easement Agreement.

TERMINATION: SBA shall surrender the Easements on or before the expiration of the Term or any earlier termination date, free and clear of any liens or encumbrances. Site Owner may not terminate this Easement Agreement. In the event SBA voluntarily ceases to use the Easements for a period of more than one year (for reasons other than casualty, condemnation or Act of God), the Easements shall be deemed abandoned. SBA may abandon the Easements for any reason or at any time by giving thirty (30) days' notice to Site Owner.

Upon abandonment, this Easement Agreement shall be terminated, and SBA and Site Owner shall execute and record such documents reasonably required to terminate the Easements and assign SBA's right title and interest in any then-existing Customer Agreements to Site Owner. Termination or abandonment does not entitle SBA to reimbursement of any consideration paid to Site Owner in connection with Site Owner's grant of this Easement, whether paid under this Easement or the Purchase Agreement. Upon termination of this Easement Agreement, the Easements shall be come null and void and the parties shall have no further obligations to each other, except that all provisions that by their nature are intended to survive termination, including but not limited to Sections 4, 13, 14, 16, and 20 shall survive the termination of the Easements.

17. ASSIGNMENT OF EASEMENT AGREEMENT; SECURED PARTIES: Provided that (i) SBA is not in default hereunder; (ii) SBA provides timely written notice of the assignment; and (iii) the assignee agrees to assume all of SBA's obligations hereunder (including those due and owing as of the effective date of assignment), SBA shall have the right to assign or transfer its interest in this Easement Agreement, in whole or part, to (a) any parent, subsidiary or Affiliate of SBA; (b) any entity with which or into which SBA is merged or consolidated; or (c) any corporation which acquires 51% or more of SBA's assets. Any assignment hereof by SBA other than pursuant to these terms and other than as collateral to a Secured Party, as described below, shall be subject to the prior written approval of Site Owner, which shall not be unreasonably withheld, conditioned or delayed, provided the proposed assignee unconditionally assumes all of SBA's obligations hereunder and provides Site Owner with a written assumption of SBA's liabilities and obligations under this Easement.

SBA may assign, mortgage or grant a lien on and/or a security interest in all of SBA's interest in and to this Easement Agreement and the 81211.00302\40685918.5
Easements, and may assign this Easement Agreement and the Easements to any Secured Party or Secured Parties as collateral security for the repayment of any indebtedness to the Secured Parties, provided SBA transmits advance written notice thereof to Site Owner. Nothing contained herein shall be construed to grant a lien upon or security interest in any of Site Owner's assets. Should the Secured Parties exercise any rights of SBA under this Easement Agreement, Site Owner agrees to accept such exercise of rights by the Secured Parties as if same had been exercised by SBA, so long as Site Owner provided advance written notice of SBA's intended assignment, mortgage or grant of a lien on and/or a security interest in any or all of SBA's interest in and to this Easement Agreement and the Easements to a Secured Party. This Easement Agreement may not be amended in any respect which would be reasonably likely to have a material adverse effect on the Secured Parties' interest or surrendered, terminated or cancelled, without the prior written consent of the Secured Parties. Ifthis Easement Agreement is terminated or rejected in any bankruptcy proceeding Site Owner will enter into a new easement agreement with the Secured Party upon the same terms of this Easement Agreement, provided the Secured Party reimburses the Site Owner for its reasonable costs, including attorneys' fees, to process, prepare, and review the new easement agreement. If any Secured Party shall succeed to SBA's interest under this Easement Agreement, such Secured Party shall have no liability for any defaults of SBA accruing prior to the date that such Secured Party succeeds to such interest. Site Owner hereby waives any and all lien rights it may have, statutory or otherwise, in and to the Easements and/or

18. CASUALTY; CONDEMNATION:

Casualty. In the event of damage to or destruction of the Property or any part thereof not caused by SBA or any Customer which renders the Property unusable or inoperable, and as a result of which SBA determines that the Property is no longer suitable for SBA or the Customers to continue their operations and any necessary repairs have not been completed or cannot be reasonably completed within ninety (90) days from the date of the damage, SBA shall have the right, but not the obligation, to terminate this Easement Agreement and all of its duties and obligations therein upon written notice to Site Owner. If SBA does not terminate this Easement Agreement, any Revenue Share payment to Site Owner shall be reduced or abated in proportion to the actual reduction or abatement of rent paid by the Future Customers subject to Section 3.3.

Condemnation. In the event of condemnation, unless SBA is allowed by the condemning authorities to continue its operation on the Property, this Easement Agreement shall terminate as of the date title to the land vests in the condemning authority or the date SBA is required to cease its operation, whichever is earlier. SBA shall be entitled to seck its own award from the condemning authority provided such award does not reduce any award to Site Owner.

DEFAULT: In the event of a default by SBA, Site Owner agrees to notify SBA and any Secured Parties in writing of such default, and to give SBA and/or any Secured Parties the right to cure any monetary default within a period of not less than twenty (20) days and sixty (60) days in which to cure any non-monetary default from SBA's receipt of the written default notice. If SBA or any Secured Parties shall fail to cure the default in accordance with this Section 19, Site Owner shall have the right to injunctive relief, to require specific performance of this Easement Agreement, and to pursue an action for damages (including, without limitation, Site Owner's reasonable attorneys' fees and all reasonable costs and expenses incurred by Site Owner as a result of such violations). All of Site Owner's rights and remedies provided under this Easement Agreement are cumulative and may be pursued singularly, in any combination, and in any order. The failure to enforce any of the terms and provisions contained herein shall in no event be deemed to be a waiver of the right to thereafter strictly enforce the terms and provisions hereof. Notwithstanding anything to the contrary in this Easement Agreement, in no event may Site Owner terminate this Easement Agreement as a result of SBA's failure to cure any violation of the terms contained herein. In the event that any dispute or claim arises that could impair the use or possession of the Systems by SBA or its Customers, SBA shall have the right to seek injunctive relief. In no event will a Secured Party have any obligation to cure a default by SBA. In the event of a de fault by Site Owner, SBA agrees to notify Site Owner in writing of such default, and to give Site Owner the right to cure the default within a period of not less than thirty (30) days from receipt of the written notice. In the event SBA's default is the failure to maintain the structural sufficiency of the New Tower, SBA may cure by either performing, or having performed, the necessary repairs, or constructing a wireless communications tower as a replacement structure, for use as described herein. If a default by SBA or Site Owner is of such a nature that it cannot be reasonably cured in such thirty (30) day period, and if the defaulting party proceeds promptly to cure the same with due diligence, the time for curing such default shall be extended for such a period of time as may be reasonable to complete such curing. In the event that SBA or Site Owner has issued a notice of default for any non-monetary default and the defaulting party disputes that it is in default, such defaulting party shall, within ten (10) calendar days of receipt of said notice, submit to the other party a written request for dispute resolution. Upon receipt of a timely request for dispute resolution, the cure period provided above is tolled. Each party shall designate a senior representative ("Senior Representative") and the Senior Representatives for the parties shall meet as soon as conveniently possible, but in no case later than thirty (30) days after such a request is made, to attempt to resolve the controversy related to the default. Prior to any meetings between the Senior Representatives, the parties will exchange relevant information that will assist the parties in resolving the dispute. If the dispute cannot be resolved through dispute resolution within a reasonable time, not to exceed thirty (30) days, then the parties shall be free to pursue: (i) any other remedies it may have under this Easement, applicable law or in equity relating to such default; (ii) arbitration or other legal action pursuant to Section 20 below, and (iii) may suspend or delay performance of its obligations under this Easement.

DISPUTES: SBA and Site Owner agree that, upon mutual agreement of the parties, any controversies relating to, in connection with, or arising out of this Easement Agreement, its modifications, making or the authority or obligation of the signatories hereto, whether involving the principals, agents, brokers or others who actually subscribe hereto, may be resolved by arbitration. In the event that 81211.00302\40685918.5
the parties agree to arbitrate any such controversy, the arbitration proceedings shall be held in the County and State in which the Property is located and shall be governed by one (1) JAMS arbitrator pursuant to JAMS' "Comprehensive Arbitration Rules and Procedures" as they exist at the time of the proceedings (including provisions for payment of fees and expenses) unless both parties mutually agree to instead utilize JAMS "Streamlined Arbitration Rules and Procedures." Arbitration shall not be mandatory and shall only be used if mutually agreed in writing by the parties with respect to any particular controversy. If either party participates in an action against the other party arising out of or in connection with this Easement Agreement or any covenants or obligations hereunder, then the prevailing party shall be entitled to have or recover from the other party, upon demand, all reasonable attorneys' fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, and all other legal and administrative costs and expenses incurred in connection therewith.

21. RIGHT OF FIRST REFUSAL FOR SALE OF FUTURE CUSTOMER REVENUE SHARE: This Section shall only apply if one or more Future Customers has installed a System upon the Easements, generating a Revenue Share payable to Site Owner.

This Section shall not apply in the event of a third party offer to purchase the entirety of the Property, including the Revenue Share payments.

If at any time during the Term, Site Owner receives a bona fide written offer from a third party to pay Site Owner for the right to purchase and receive the Revenue Share payments ("Offer") which Site Owner desires to accept, Site Owner shall first give SBA written notice of such Offer, including a copy of the proposed contract or letter of intent, prior to becoming obligated under such Offer, with such notice giving SBA the right to pay Site Owner for future Revenue Share payments. SBA shall have a period of thirty (30) days after receipt of Site Owner's notice and terms to exercise SBA's right to purchase the Revenue Share payments and exercise this right of first refusal by notifying Owner in writing. If SBA has not exercised its right to purchase the Revenue Share payments in writing to Site Owner within such thirty (30) day period, the Offer will be deemed rejected by SBA.

NO WARRANTY: Except as expressly set forth herein, Site Owner makes no representation or warranty of any kind as to the present or future condition of or suitability of the Site Owner's Property or Easements for SBA's use and disclaims any and all warranties express or implied with respect to the physical, structural, or environmental condition of Site Owner's Property, improvements thereon, and Easements, and the merchantability or fitness for a particular purpose.

23. REPRESENTATIONS OF SITE OWNER: Site Owner represents, warrants and agrees that to the best of its knowledge: (i) it is the legal owner of indefeasible and marketable title to the Property with the right, power and authority to enter into this Easement Agreement and to grant the Easements to SBA, and any consents and authorizations required in connection with the execution and delivery of this Easement Agreement have been obtained; (ii) except for the Existing Agreements and the Title Encumbrances disclosed on Exhibit "D," no leases, mortgages, deeds of trust or other encumbrances affect the New Tower or Easements as of the Effective Date, (iii) Site Owner has delivered to SBA true, correct and complete copies of the Existing Agreements, and, to Site Owner's best knowledge, no party is in default of any of their respective obligations under the Existing Agreements; and (iv) Site Owner shall not use nor permit its affiliates, licensees, invitees or agents to use any portion of the New Tower or any other property owned or controlled by Site Owner, either directly or indirectly, in a manner which could result in default of the Existing Agreements or otherwise interfere with the operations of SBA and/or any Customers.

24. ESTOPPEL CERTIFICATE: Each party shall, within ten (10) days after request by the other party, execute and deliver to the requesting party, or the party designated by requesting party, a statement certifying (i) that this Easement Agreement is unmodified and in full force and effect (or, if there have been modifications, stating the modifications and that the modified Easement Agreement is in full force and effect); (ii) whether or not, to the best knowledge of the responding party, the requesting party is in default in performance of any of its obligations under this Easement Agreement, and, if so, specifying each such default; (iii) that there are no amounts due to Site Owner by SBA; and, (iv) any other in formation reasonably requested concerning this Easement Agreement.

25. FORCE MAJEURE: The time for performance by Site Owner or SBA of any term, provision, or covenant of this Easement Agreement shall be deemed extended by time lost due to delays resulting from strikes, civil riots, floods, labor or supply shortages, material or labor restrictions by governmental authority, litigation, injunctions, and any other cause not within the control of Site Owner or SBA, as the case may be.

26. ZONING: To the extent any improvements, whether now or in the future existing, upon the Communication Easement do not meet zoning or other land-use requirements, or to the extent such improvements may otherwise have to be constructed and/or relocated, Site Owner hereby consents to the reasonable construction and/or relocation of such improvements to accommodate such requirements and agrees to reasonably cooperate with SBA to create a revised legal description for the Communication Easement and the Access and Utility Easement, at no cost to Site Owner. Site Owner shall promptly cooperate with SBA in making applications for obtaining all licenses, permits, and any other necessary approvals that may be required for SBA's Permitted Use of the Easements consistent with the terms of the Easement Agreement.

27. LABOR STANDARDS. SBA is aware of the requirements of California Labor Code sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. (the "Prevailing Wage Laws"). SBA agrees to comply with such Prevailing Wage Laws with respect to any work under this Easement Agreement which constitutes, or is determined by the Department of Industrial Relations or by a court to be, a "public works" project under California law. Accordingly, SBA shall also defend, indemnify and hold the Site Owner, its elected officials, officers, employees and agents free and harmless pursuant to the indemnification provisions of this 81211.00302\40685918.5
Easement Agreement and from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws in connection with this Easement Agreement.

SURVIVORSHIP: The provisions of and covenants contained in this Easement Agreement shall run with the land and shall bind and inure to the benefit of the Parties, and their respective successors, heirs and assigns. In the event of a sale or transfer of the Property, Site Owner shall provide SBA with the contact information (name, telephone, email) for the purchaser, as well as a copy of the bill of sale or deed.

29. RECORDATION: SBA, at its option, shall have the right to record a Memorandum of this Easement Agreement, in the form attached hereto as Exhibit "E" with the county clerk's office in which the Property is located and/or the county clerk's office in which this Easement Agreement was executed.
provisions and without the aid of any custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provisions in question.

31. MISCELLANEOUS: (a) This Easement Agreement and all Exhibits attached hereto constitute the entire agreement and understanding of Site Owner and SBA with respect to the subject matter of this Easement Agreement, and supersedes all offers, negotiations and any other written or verbal agreements; (b) any amendments to this Easement Agreement must be in writing and executed y both parties; (c) this Easement Agreement is governed by, enforced and construed in accordance with the laws of the State of Californi without regard to principles of conflicts of laws: (d) if any term of this Easement Agreement is found to be void or invalid, such provision shall be fully severable here from and such invalidity shall not affect the remaining terms of this Easement Agreement, which shall continue in full force and effect; (e) the section headings of this Easement Agreement have been inserted for convenience of reference only, and shall in no way modify or restrict the terms of this Easement Agreement; (f) this Easement Agreement may be executed in any number of counterparts and by facsimile, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument; and (g) Site Owner and SBA each represent that the signatories of this Easement Agreement presently have and shall maintain full authority to enter into this Easement Agreement and to bind and obligate their respective organizations to the terms, rights and obligations under this Easement Agreement.

32. NOTICES: All notices required under or permitted by this Easement Agreement shall be given and served in writing, delivered personally, by overnight courier, or if sent by United States Mail, certified or registered, return receipt requested, providing proof of such service, and addressed to the following parties:

If to Site Owner: City of Calexico
City Hall
608 Heber Avenue
Calexico, California 92231
ATTN: City Manager
If to SBA: SBA Towers X. LLC
8051 Congress Avenue
Boca Raton, Florida 33487
ATTN: Site Administration
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
9 81211 00302 406859185
The parties hereto have executed this Easement Agreement as of the Effective Date.

SITE OWNER:

THE CITY OF CALEXICO, CALIFORNIA, a California
municipal corporation
Brined Name: _
Title:

Date:

SBA:

SBA TOWERS X, LLC, a Delaware limited liability company By:

Printed Name: Neil Seidman
Title: Senior Vice President
Date:

ATTACHMENTS:

Schedule "1" Definitions
Exhibit "A" Legal Description of Property
Exhibit "B" 'ommunication Easement Descriptior
Exhibit "C" Iccess and Utility Easement Descriptior
Exhibit "D" Title Encumbrances
Exhibit "E" Form Memorandum
Exhibit "F" Existing Agreements
Exhibit "G" Construction Drawings of New Tower
10 81211.00302 40685918 5
SCHEDULE "1"

DEFINITIONS
The following defined terms shall apply throughout this Easement Agreement:

Access and Utility Easement- that portion of the Property for ingress and egress to and from the Communication Easement and First Street, a public right-of-way, and for the construction, installation, operation and maintenance, repair and removal o tilities providing service to the Communication Easement and the Systems, and any related activities and uses, as described on Exhibit "C.

2. Affiliate- a party controlling, controlled by, or under common control with SBA.

3. Base Rent- the total annualized rent pursuant to all Existing Agreements as of the Effective Date hereof, in the amour f Ninety-Two Thousand Two Hundred Eighty-Eight and 00/100 Dollars ($92,288.00), which shall increase in accordance with th escalations in the Existing Agreements.

Communication Easement- the portion of the Property granted to Existing Customers pursuant to the Existing Agreements, and the portion of the Property actually in use by the Existing Customers, together with the portion of the Property necessary for the placement of the New Tower and more particularly described on Exhibit "B."

5. Customers- collectively, the Existing Customers and Future Customers.

6. Customer Agreements - collectively the Existing Agreements and any agreements with Future Customers granting occupancy and use of the Easements during the Term.

7. Easements- collectively, the Communication Easement and Access and Utility Easements.

Existing Agreements- the lease and license agreements encumbering the Property as of the Effective Date and identified in Exhibit "F" as may be amended from time-to-time shall remain Existing Agreements.

Existing Customers- third parties operating Systems at the Property as of the Effective Date pursuant to the Existing Agreements. Existing Customers who execute amendments or new agreements for the same or enhanced Systems shall remain Existing Customers.

10. Existing Revenue- the revenue generated by the Existing Agreements.

Future - Customers- third parties operating Systems at the Property pursuant to leases, licenses or other agreements between SBA and those third parties granting occupancy of the Property during the Term.

Hazardous Substance- shall mean any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the Clean Water Act, 33 U.S.C. Sections 1251, et seq., the California Hazardous Waste Control Act, Health and Safety Code Section 25100 et seq.; the Hazardous Substance Account Act, Health and Safety Code Section 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5 et seq.; California Health and Safety Code Section 25280 et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1 et seq.; California Health and Safety Code Section 25501 et seq. (Hazardous Materials Release Response Plans and Inventory); or the California Porter-Cologne Water Quality Control Act, Water Code Section 13000 et seg., as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, cleanup, transportation or release or threatened release into the environment of Hazardous Materials.

13. Memorandum- the Memorandum of Easement Agreement, attached to and made a part of this Easement Agreement.

14. New Tower - the approximately One Hundred Forty-Five (145) foot faux water structure designed to closely mimic the appearance of the Water Tower including replicating the silver and red color scheme and "Welcome to the City of Calexico" message, which is to be constructed and installed on the Property once the design is reviewed and approved in advance by Site Owner, as more particularly described and depicted in Exhibit "G" to this Easement Agreement.

Schedule "1"
81211.00302\40685918.5

15. Offer- a bona fide written offer from a third party to pay Site Owner for the right to purchase and receive the Revenue Share payments.

Release shall mean any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing into the environment Revenue Share- an amount equal to Seventy percent (70%) of the total revenue collected by SBA from Future Customers utilizing the Easements, in excess of the Base Rent.

Secured Party- third parties to which SBA may assign, mortgage or grant a security interest or lien in all of SBA's interest in and to this Easement Agreement and the Easements. equipment, transmisSion lines, wielin annupporin agi ei cos el for Tenco of nicatios moses, yem plasmt elect ani new towers, whether temporary or otherwise.

Telecommunications Purposes- the transmission, reception and relay of communication signals, intended to provide radio frequency coverage to the Property and areas surrounding the Property over the wireless spectrum.

21. Term- a period of fifty-five (55) years commencing on the Effective Date.

Water Tank- the structure comprising the uppermost portion of the Water Tower above the existing mechanical room, approximately one hundred (100) feet above the natural grade of the Property. The Water Tank includes the steel angle guardrail and catwalk affixed thereto.

Vater Tower- the approximately one hundred forty-one (141) foot structure currently located within the Property ontaining the Water Tank and Water Tower Support Structure, to be decommissioned in such a manner to preserve the Water Tank for Sit Owner's relocation to a new location and replaced with the New Tower.

Water Tower Support Structure- the portion of the Water Tower below the Water Tank, comprising the legs and foundation of the Water Tower.

Schedule "1"
81211.00302\40685918.5
EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF IMPERIAL, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Lots 1, 2 and 3 of Block 73, and all of Block 74 and 75 of the Townsite of Calexico, in the City of Calexico, County of Imperial, State of California, according to map thereof No. 911 on file in the Office of the County Recorder of the County of San Diego, a copy of which being North file in the Office of the County Recorder of the County of ogether with the South 20 feet of First Street and that portion of Heber Avenue between Blocks 73 and 74 an ying South of the North line of the South 20 feet of ist Street, all as vacated and closed to public use b Resolution of the City Council of the City of Calexico.

Exce ring the atom the west 2 pet or said to age ran to the united States of America by Deed recorded APN: 058-535-001-000
Exhibit "A"
Legal Description of Property
81211.00302\40685918.5
EXHIBIT "B"

COMMUNICATION EASEMENT
Site Owner agrees that this Exhibit "B" will be replaced with descriptions and/or depictions from an As-Built survey conducted by SBA at SBA's option that depict and/or describe the Communication Easement.

That portion of the Property on which any Systems exist on the date of this Easement Agreement together with the portion of the Property leased by Site Owner under the Existing Agreements, as substantially described as follows:

The entirety of the portion of Property depicted as the _ on the attached survey prepared by for SBA and described as follows:

The Communication Easement described above, includes the New Tower upon the Property, which New Tower is suitable for the attachment and installation of Systems as described in the Agreement.

Exhibit "B"
Communication Easement Description
81211.00302\40685918.5
EXHIBIT "C"

ACCESS AND UTILITY EASEMENTS
Site Owner agrees that this Exhibit "C" will be replaced with descriptions and/or depictions from an As-Built survey conducted by SBA at SBA's option that depict and/or describe the Access and Utility Easements That portion of the Property provided by Site Owner under the Existing Agreements for Existing Customer access to the Systems and utility providers, substantially described as follows:

All rights of ingress and egress across the portion of the Property containing the New Tower, to and from the Communication Easement described in Exhibit "B" hereof, providing access to a publicly dedicated roadway, including but not limited to East First Street (hereinafter the "Access Easement") provided SBA may not install or authorize others to install utilities within the Access A non-exclusive easement in, to, under and over portion of the Property containing the New Tower for ingress and egress to the Communication Easement, risers, conduits, shafts, raceways or other designated space to connect the telecommunications equipment to other locations inside or outside the structure as is necessary to install wiring, electronic equipment and other personal roperty, and to support and maintain the Systems (hereinafter the "Utility Easement"), along with the right to use said Acces 'asement and Utility Easement for the development, repair, maintenance and removal of utilities providing service to th Communication Easements and the Systems, as defined herein, and any related activities and uses and described as follows:

Acces and Ulity basement Description
81211.00302\40685918.5
EXHIBIT "D"

TITLE ENCUMBRANCES
Site Owner agrees that this Exhibit "D" may be replaced upon Purchaser's receipt of an updated Title Commitment.

SBA Site ID SBA Site Name Commitment File No. Effective Date CA24329-A-R 352 East First Street 00722398-988-DN1 February 26, 2021 Exhibit "D"
Title Encumbrances
81211.00302\40685918.5
EXHIBIT "E"
Form Memorandum
Instrument Prepared By:

SBA Towers X, LLC
Elizabeth Chace
8051 Congress Avenue
Boca Raton, FL 33487
(561) 981-9917
pon Kecording Keturn ti
BA Towers X, LL
Attn: Mergers & Acquisitions
8051 Congress Avenue
Boca Raton, FL 33487
(561) 981-9917
SBA Site ID: CA24329-4, 352 East First Street

MEMORANDUM OF EASEMENT AND ASSIGNMENT AGREEMENT
This Memorandum of Easement and Assignment Agreement is entered into this _ 2022 by and between Site Owner and SBA entered into an Easement Agreement on this date pursuant to which Site Owner has granted to

2. The term of the Easement Agreement shall be for a period of fifty-five (55) years commencing on On the date hereof, Site Owner sold, transferred and assigned to SBA all of its right, title and interest in and to those agreements identified in Exhibit "4." attached hereto and made a part hereof. (SIGNATURE PAGE FOLLOWS)
Exhibit "E"
Form Memorandum
81211.00302\40685918.5
Accepted by: Site Owner Accepted by: SBA
THE CITY OF CALEXICO, CALIFORNIA, a California SBA TOWERS X, LLC, a Delaware limited liability company municipal corporation
By: By:

Printed Name: Printed Name: Neil Seidman
Title: Title:_Senior Vice President
Date: Date:_
State of: California State of: _Florida
County of: County of: Palm Beach
{NOTARIZATION PAGE FOLLOWS}
Exhibit "E"
Form Memorandum
81211.00302\40685918 5

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of Californi
County of
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

STATE OF FLORIDA

COUNTY OF PALM BEACH
Signature of Notary Public
Printed Name of Notary Public
Place Notary Seal and/or Stamp Above
My Commission Expires _
Exhibit "E"
Form Memorandum
81211.00302\40685918.5
EXHIBIT "1"
to Memorandum of Easement Agreement

LEGAL DESCRIPTION OF PROPERTY
See Exhibit "A" to Easement Agreement
EXHIBIT "I"
to Memorandum of Easement Agreement
81211.00302\40685918.5
EXHIBIT "2"
to Memorandum of Easement Agreement

COMMUNICATION EASEMENT
See Exhibit "B" to Easement Agreement
EXHIBIT "2"
to Memorandum of Easement Agreement
81211.00302\40685918 5
EXHIBIT "3"
to Memorandum of Easement Agreement

ACCESS AND UTILITY EASEMENTS
See Exhibit "C" to Easement Agreement
EXHIBIT «3"
to Memorandum of Easement Agreement
81211.00302\40685918.5
EXHIBIT "4"
to Memorandum of Easement Agreement

EXISTING AGREEMENTS
See Exhibit "F" to Easement Agreement
EXHIBIT "4"
to Memorandum of Easement Agreement
81211.00302\40685918.5
EXHIBIT "F"

EXISTING AGREEMENTS
Site Owner sells, assigns and transfers to SBA, as of the Effective Date herein, all of its right, title and interest in, to and under the following existing lease or license agreements, as amended, and any assignments thereof from a third party or prior owner of the Property to Site Owner, affecting any portion of the Property leased by Site Owner under the Existing Agreements:

California Leasc Agreement dated on or about September 12, 2005, by and between the City of Calexico, as landlord, and New Cingular Wireless PCS, LLC, as tenant.

Ground Lease and Tower License Agreement dated May 1, 1992, by and between the City of Calexico, as landlord, and Contel Cellular of California, Inc. as tenant, as amended by Amendment and Extension of Lease Agreement dated January 25, 1999, Second Amendment and Extension of Lease Agreement dated June 4. 2008, Third Amendment to Ground Lease and Tower License Agreement dated May 21, 2013, and Fourth Amendment to Ground Leasc and Tower License Agreement dated October 17, 2014.

Non-Exclusive License Agreement for Cellular Site dated June 18, 2014, by and between the City of Calexico, as grantor, and T-Mobile West LL.C, as grantee.

U.S. Government Lease for Real Property dated November 13, 2000, by and between the City of Calexico, as lessor, and he United States of America, as lessee.

Existing Agreements
81211.00302\40685918.3
EXHIBIT "G"

CONSTRUCTION DRAWINGS OF NEW TOWER
Exhibit "G"
Construction Drawings of New Tower
81211.00302\40685918.5