CC_Agenda_07-03-2024_Item_14 — Calexico City Council, July 3, 2024

AGENDA
ITEM
14 • CALENCO
AGENDA
CALEXICO California ITEM
- COUNTY CIL ON WHERE CALIFORNIA AND MEXICO MEET

CITY COUNCIL

AGENDA STAFF REPORT
DATE: July 3, 2024
TO: Mayor and City Council
APPROVED BY: Juan Contreras, Acting City Manager Mal
PREPARED BY: Carlos Campos, City Attorney
SUBJECT: Adoption of a Resolution Finding that the SBA First Street Water Tower and Lattice Tower Easement Transaction (Project) is Categorically Exempt from the California Environmental Quality Act (CEQA) and Direct Filing of CEQA Notice of Exemption; Approval of the Project, and Authorization for the Acting City Manager or Designee to Sign the Updated SBA Agreements between the City of Calexico and SBA Towers X, LLC for the Calexico Water Tower Located at 352 East First Street, Calexico, CA.

Recommendation:

1. Adoption of a resolution finding that the Council's approval of the proposed Project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15303 (New Construction or Conversion of Small Structures) and CEQA Guidelines Section 15332 (In-Fill Development) of Title 14 of the California Code of Regulations. Direct the Acting City Manager or designee to timely file a CEQA Notice of Exemption.

2. Approval of the Project and Approval of and Authorization for the Acting City Manager or designee to sign the Fourth Amendment to Agreement for Purchase of Easement and the Easement and Assignment Agreement between the City and SBA Towers XI, LLC, a Delaware limited liability company ("Updated SBA Agreements"), attached hereto as Attachments B and C, and deliver such further documents and instruments and take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of the Council's direction.

3. Authorize the Acting City Manager, or designee, to make corrections, clarifications, and technical modifications to the Updated SBA Agreements, provided such changes are consistent with the stated intent of the Updated SBA Agreements, do not result in the loss of any income to the City, do not subject the City to additional costs, and are subject to review and approval by City Attorney and the Acting City Manager.

Page 1 of 6 ends

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. 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. 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 upon the support structure of the Water Tower. Due to these structural defects, the parties negotiated and signed a 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, which was approved by Council at its September 21, 2022 meeting, 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.

However, between July 28, 2023 and November 1, 2023, the City and SBA continued to refine the scope of the proposed transaction in light of various site specific updates and pre-construction inspection.

During this period, SBA and the City reviewed various proposals which included potentially removing the existing Water Tower, relocating the water tank to Border Friendship Park. However, in the past couple months, SBA and the City decided to maintain the existing Water Tower in place to preserve it as a lasting City landmark. Instead SBA would construct and operate a new 130-foot self-support telecommunications tower in front of current water tower location; and the wireless tenants' ground mounted equipment remains in place at current location under the Water Tower.

BACKGROUND DISCUSSION
The Water Tower is no longer used for water storage. However, in the last couple of 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 2 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 not perform a site visit and based the report only on photos of the repairs. 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 1(2022)
In light of the structural engineering report by Horrocks, SBA at that time proposed decommissioning of the existing Water Tower and building a replacement faux water tower in its place that would support the existing wireless tenant equipment.

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 (i) 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.

At its September 21, 2022 meeting, the Council selected option 1--a fixed one-time payment and directed staff to execute the proposed Third Amendment to the Purchase and Sale Agreement and updated Easement Agreement, which City staff completed.

Updated Transaction 2 (2023)
In response to City concerns over SBA's proposed decommissioning of the Water Tower, the City requested that SBA prepare alternative proposals which would permit the City to relocate the Water Tower and retain the City landmark at a new site. SBA provided 4 alternatives and on August 24, 2023, the City Council in closed session provided direction to staff to proceed with option 1 of 4 potential proposals from SBA which was: City receives lump sum payment of $717,758.26 plus 70% revenue share for any new tenants added to the tower, SBA receives a 55 year easement and removes the existing water tower and delivers it to ground for City to transport to Border Friendship Park or other City- owned property, SBA constructs a new 130 foot self-support telecommunications tower in front of current water tower location and the wireless tenants' ground mounted equipment remains in place at current location under water tower.

Updated Transaction 3(2024)
Recently, SBA asked that the City modify the proposed transaction in light of SBA's pre-construction due diligence and inspection findings. SBA declared that it would not move forward with its prior proposal to remove the water tank and deliver it to the City for temporary storage due to the potential risk of injury to 3 its employees and contractors and the high cost of required mitigation work to complete the Water Tower's removal. Under the new proposal, SBA will:
• Leave the Water Tower intact and in place
• Complete repairs to its foundation to repair the existing structural issues with the Water Tower's foundation and footing;
• Remove all wireless tenant equipment from the tank, except for Customs and Border Patrol, who wishes to stay in place.
• Construct a new tower with a 25 foot by 25 foot footprint next to the Water Tower and move all tower-mounted tenant equipment onto the new tower.

Under the new proposal, the City's transaction proceeds would increase by $175,000, since SBA would no longer remove and demolish the Water Tower. The City's total new compensation would be increased to $892,785. The Council met in closed session on May 8, 2024 and preliminarily approved the proposed new proposal and directed staff to negotiate final agreements with SBA to memorialize the new proposal.

California Environmental Quality Act (CEQA):

Staff determined that the Project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15303 (New Construction or Conversion of Small Structures) and Section 15332 (In-fill Development) of Title 14 of the California Code of Regulations. CEQA Guidelines Section 15303 applies to projects that consist of the construction and location of limited numbers of new small structures, which the State has determined to be a class of projects that will not have a significant effect on the environment. CEQA Guidelines Section 15303 applies to projects that consist of (1) a limited number of new, small facilities or structures; and (2) the installation of small new equipment and facilities in small structures, both of which the State has determined to be a class of projects that will not have a significant effect on the environment. For non- residential uses, this exemption is generally limited to structures that do not exceed 2500 square feet in floor area. The project involves the construction of a new 130-foot tall lattice cell tower located between First Street and the existing First Street Water Tower at 352 East First Street. The proposed new tower and associated equipment enclosures are structures that do not involve significant amounts of hazardous substances and do not exceed a combined 2,500 square feet in floor area, as the project only includes an approximately 25 foot by 25 foot ground area for the new tower comprising 625 square feet of floor area. Based on the Visual Impact Assessment, Council finds that the Project will not result in significant aesthetic impacts due to the pre-existing 155-foot-tall water tower on the Project site. The Project, once- built, will not resolute in any significant noise impacts as the wireless tenants on the new lattice tower will continue to operate the same ground-mounted equipment currently in place beneath the Water Tower.

CEQA Guidelines Section 15332 applies to projects characterized as in-fill development that meet the following conditions: (1) the project is consistent with the applicable general plan designation and all applicable general plan policies, as well as with applicable zoning designation and regulations; (2) the proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses; (3) the project site has no value as habitat for endangered, rare, or threatened species; (4) approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and (5) the site can be adequately served by all required utilities and public services. The Project is located on an already developed parcel and the new cell tower will be similar in 4 size and height to the existing Water Tower on the site. Since the Project is consistent with the applicable general plan designation and all applicable general plan policies, as well as with applicable zoning designation and regulations, the Project site is less than five acres within city limits and surrounded by urban uses, there is no known habitat on the Project site for sensitive species, the Project will not result in any significant effects relating to traffic, noise, air quality or water quality, and the site can be adequately served by all utilities and public services the Project satisfies the conditions of the Class 32 exemption.

Additionally, none of the exceptions set forth in CEQA Guidelines Section 15300.2, which would preclude a project from using a categorical exemption, are applicable, as described below:
a. The project is not located in a sensitive environment. The project parcel is located on a fully developed and previously disturbed site that contains existing buildings and paving.

Furthermore, the site is not located in an area that would be considered environmentally sensitive, as the site and surrounding parcels are fully developed There are no designated scenic highways adjacent to or near the project site. There are no designated farmland areas adjacent to or near the Water Tower, thus the site is not identified as farmland by the California Resources Agency as part of the Farmland Mapping and Monitoring Program, is not located on or near Prime Farmland, Unique Farmland, or Farmland of Statewide Importance, and is not subject to any Williamson Act Contracts. Furthermore, no portion of the site is zoned for or developed as forest land or timberland as defined in Public Resources Code §12220(g) and Government Code §4526. There are no known sensitive biological resources in the project vicinity, and the project site is not located within the boundaries of a Habitat Conservation Plan or Natural Community Conservation Plan. The project site is currently developed as a water tower that is no longer used for water storage. No classified or designated mineral deposits of statewide or regional significance are known to occur on the project site.

The site is not located within a very high fire hazard severity zone, is not located within a state-designated Alquist-Priolo Fault Hazard Zone, does not have any known active faults crossing the site, and the nearest fault to the project site is approximately seven (7) miles to the east. There are no hazardous material sites listed within or near the project site per any of the State and Federal databases. There are no known historical or cultural resources on the site.
b. The cumulative impact from successive projects of the same type in the same place over time will not be significant because at this time there are no applications or proposals submitted to the City for additional cell towers to be constructed on the site. c. Given the location, scope, and purpose of the proposed project, there would be no significant impacts or effects on environmental resources during construction of operation, as the site has been previously developed. It is not anticipated that any unusual circumstances exist on the site that would result in significant impacts or increase the severity of any existing less than significant impacts.
d. As stated above in response (a), the project site is not located adjacent to or near a scenic highway. The project location is not considered scenic. Therefore, the proposed project would not have a substantial adverse effect on a scenic vista or damage scenic resources within a state scenic highway.
e. As stated above in response (a), there are no hazardous materials listed within or near the project site. The project site is not listed on the State Water Resources Control Board 5 Geo Tracker system which includes leaking underground fuel tank sites and spills, leaks, investigations, and cleanup sites; or the Department of Toxic Substances Control EnviroStor Data Management System which includes CORTESE sites; or the Environmental Protection Agency's database of regulated facilities.
f. As stated above in response (a), there are no known historical or cultural resources areas on the site, and therefore, there will not be a substantial adverse change in the significance of an established historical resource as a result of the project.

Therefore, the project is exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(2) since the project meets the criteria for use of the 'New Construction or Conversion of Small Structures' categorical exemption and the "In-Fill Development" categorical exemption and the application of those categorical exemptions is not barred by one of the exceptions set forth in Section 15300.2.

ALTERNATIVES
The City Council may wish to consider the following alternatives:

1. Provide alternative direction to staff.

Attachments):

1. Resolution

2. Fourth Amendment to Agreement for Purchase of Easement Easement and Assignment Agreement

4. Photosimulations of New Lattice Tower
6 ATTACHMENT NO. 1
RESOLUTION NO. 2024-XXX
RESOLUTION NO. 2024-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CALEXICO, CALIFORNIA, FINDING THAT THE SBA FIRST

STREET WATER TOWER AND LATTICE TOWER

EASEMENT TRANSACTION PROJECT IS

CATEGORICALLY EXEMPT UNDER THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT; AUTHORIZING STAFF
TO EXECUTE AND FILE A NOTICE OF EXEMPTION;

APPROVING THE SBA FIRST STREET WATER TOWER
EASEMENT TRANSACTION; APPROVING THE UPDATED
SBA AGREEMENTS.

WHEREAS, the City is the owner of the property at 352 East First Street where the 155 foot tall City-owned water tower is situated (Water Tower); WHEREAS, 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. The City would also receive 70% of gross rental revenue for any new tenants added to the Water Tower; WHEREAS, subsequent to the selection of SBA, the City and SBA have worked collaboratively to refine the transaction scope and make adjustments to the Project; WHEREAS, as contemplated in the Fourth Amendment to Agreement for Purchase of Easement and the Easement and Assignment Agreement between the City and SBA Towers XI, LLC, a Delaware limited liability company ("Updated SBA Agreements"), SBA will repair the First Street Water Tower that will remain in place, construct a new 130 foot tall lattice tower next to the existing First Street Water Tower, move all wireless tenants onto the new tower, and install conduits and lines connecting existing equipment underneath the Water Tower laterally in the air to the new tower (Project);
WHEREAS, SBA had a Visual Impact Assessment (attached hereto as Attachment C and incorporated herein by reference) prepared by Delta Oaks Group to compare the existing aesthetic condition at the Water Tower site on August 15, 2023 to the proposed aesthetic condition at the Water Tower site after construction of the Project from three different vantage points attached hereto as Attachment A; WHEREAS, the Water Tower site is zoned CS Commercial Specialty; WHEREAS, the County is the lead agency under the California Environmental Quality Act ("CEQA") with respect to the Project, pursuant to Section 21067 of the Public Resources Code;
WHEREAS, Updated SBA Agreements are attached hereto as Attachments B & C and incorporated herein by reference;
RESOLUTION NO. 2024-XXX
WHEREAS, the Project is defined as the "whole of an action" pursuant to State CEQA Guidelines Section 15378 and includes the proposed Updated SBA Agreements; WHEREAS, upon execution of the Updated SBA Agreements, SBA shall prepare and submit to the City all relevant applications for all necessary permits and approvals prior to commencing construction activities.

NOW THEREFORE, the City Council of the City of Calexico, California, does hereby resolve, determine, find, and order as follows:

SECTION 1. CEQA DETERMINATION:

Staff determined that the Project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15303 (New Construction or Conversion of Small Structures) and Section 15332 (In-fill Development) of Title 14 of the California Code of Regulations. CEQA Guidelines Section 15303 applies to projects that consist of the construction and location of limited numbers of new small structures, which the State has determined to be a class of projects that will not have a significant effect on the environment. CEQA Guidelines Section 15303 applies to projects that consist of (1) a limited number of new, small facilities or structures; and (2) the installation of small new equipment and facilities in small structures, both of which the State has determined to be a class of projects that will not have a significant effect on the environment. For non-residential uses, this exemption is generally limited to structures that do not exceed 2500 square feet in floor area. The project involves the construction of a new 130-foot tall lattice cell tower located between First Street and the existing First Street Water Tower at 352 East First Street. The proposed new tower and associated equipment enclosures are structures that do not involve significant amounts of hazardous substances and do not exceed a combined 2,500 square feet in floor area, as the project only includes an approximately 25 foot by 25 foot ground area for the new tower comprising 625 square feet of floor area. Based on the Visual Impact Assessment, Council finds that the Project will not result in significant aesthetic impacts due to the pre- existing 155-foot-tall water tower on the Project site. The Project, once-built, will not resolute in any significant noise impacts as the wireless tenants on the new lattice tower will continue to operate the same ground-mounted equipment currently in place beneath the Water Tower.

CEQA Guidelines Section 15332 applies to projects characterized as in-fill development that meet the following conditions: (1) the project is consistent with the applicable general plan designation and all applicable general plan policies, as well as with applicable zoning designation and regulations; (2) the proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses; (3) the project site has no value as habitat for endangered, rare, or threatened species; (4) approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and (5) the site can be adequately served by all required utilities and public services. The Project is located on an already developed parcel and the new cell tower will be similar in size and height to the existing Water Tower on the site. Since the Project is consistent with the applicable general plan designation and all 2 RESOLUTION NO. 2024-XXX
applicable general plan policies, as well as with applicable zoning designation and regulations, the Project site is less than five acres within city limits and surrounded by urban uses, there is no known habitat on the Project site for sensitive species, the Project will not result in any significant effects relating to traffic, noise, air quality or water quality, and the site can be adequately served by all utilities and public services the Project satisfies the conditions of the Class 32 exemption.

There are no designated scenic highways adjacent to or near the project site.

There are no designated farmland areas adjacent to or near the Water Tower, thus the site is not identified as farmland by the California Resources Agency as part of the Farmland Mapping and Monitoring Program, is not located on or near Prime Farmland, Unique Farmland, or Farmland of Statewide Importance, and is not subject to any Williamson Act Contracts. Furthermore, no portion of the site is zoned for or developed as forest land or timberland as defined in Public Resources Code §12220(g) and Government Code §4526. There are no known sensitive biological resources in the project vicinity, and the project site is not located within the boundaries of a Habitat Conservation Plan or Natural Community Conservation Plan. The project site is currently developed as a water tower that is no longer used for water storage. No classified or designated mineral deposits of statewide or regional significance are known to occur on the project site. The site is not located within a very high fire hazard severity zone, is not located within a state-designated Alquist-Priolo Fault Hazard Zone, does not have any known active faults crossing the site, and the nearest fault to the project site is approximately seven (7) miles to the east.

There are no hazardous material sites listed within or near the project site per any of the State and Federal databases. There are no known historical or cultural resources on the site.
b. The cumulative impact from successive projects of the same type in the same place over time will not be significant because at this time there are no applications or proposals submitted to the City for additional cell towers to be constructed on the site.
c. Given the location, scope, and purpose of the proposed project, there would be no significant impacts or effects on environmental resources during construction of operation, as the site has been previously developed. It is not anticipated that any unusual circumstances exist on the site that would result in significant impacts or increase the severity of any existing less than significant impacts.
3 RESOLUTION NO. 2024-XXX
d. As stated above in response (a), the project site is not located adjacent to or near a scenic highway. The project location is not considered scenic.

Therefore, the proposed project would not have a substantial adverse effect on a scenic vista or damage scenic resources within a state scenic highway. e. As stated above in response (a), there are no hazardous materials listed within or near the project site. The project site is not listed on the State Water Resources Control Board GeoTracker system which includes leaking underground fuel tank sites and spills, leaks, investigations, and cleanup sites; or the Department of Toxic Substances Control EnviroStor Data Management System which includes CORTESE sites; or the Environmental Protection Agency's database of regulated facilities.
f. As stated above in response (a), there are no known historical or cultural resources areas on the site, and therefore, there will not be a substantial adverse change in the significance of an established historical resource as a result of the project.

SECTION 2. CITY COUNCIL ACTION:

The City Council hereby takes the following action:

1. Adoption of Resolution No. 2024-OXX, finding the Project is categorically exempt pursuant to Section 15303, New Construction or Conversion of Small Structures, and Section 15332, In-Fill Development, of the California Environmental Quality Act (CEQA) Guidelines; and directing staff to file a Notice of Exemption; and

2. Approve the Project and Approval of and Authorization for the City Manager or designee to sign the Updated SBA Agreements, attached hereto as Attachments B and C, and deliver such further documents and instruments and take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of the Council's direction.

Authorize the City Manager, or designee, to make corrections, clarifications, and technical modifications to the Updated SBA Agreements, provided such changes are consistent with the stated intent of the Updated SBA Agreements, do not result in the loss of any income to the City, do not subject the City to additional costs, and are subject to review and approval by City Attorney and the City Manager.

SECTION 3. SEVERABILITY:
4 RESOLUTION NO. 2024-XХХ
If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 4. CUSTODIAN OF RECORDS:

The location and custodian of the documents and any other material, which constitute the record of proceedings upon which the City Council based its decision, is as follows: Office of the City Clerk, 608 Heber Avenue, Calexico, California 92231.

RESOLUTION NO.2024-XXX
PASSED, APPROVED, AND ADOPTED this 3rd day of July 2024.

Acting City Manager
Juan Contreras
ATTEST:

City Clerk
City of Calexico, California
6 RESOLUTION NO.2024-XXX
CERTIFICATION:
1, [insert], City Clerk for the City of Calexico, California, do hereby certify that the foregoing Resolution No. 2024-OXX, was duly adopted by the City Council of the City of Calexico at a regular meeting thereof held on the 3rd day of July 2024, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Roni Luna
City Clerk
City of Calexico, California
ATTACHMENT NO. 2

EASEMENT AND ASSIGNMENT AGREEMENT
This EASEMENT AND ASSIGNMENT AGREEMENT ("Easement Agreement") is entered into by and between SBA TOWERS XI, LL.C, a Delaware limited liability company, having an office at 8051 Congress Avenue, Boca Raton, Florida 33487 ("SBA", and THE CITY OF CALEXICO, CALIFORNIA, a California municipal corporation whose City Hall is located at 608 Heber Avenue, Calexico, California 92231 ("Site Owner") effective as of the later of the dates that SBA and Site owner have executed this Easement 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, nich is more particularly described in Exhibit "A" to this Easement Agreement ("Property"), containing the City of Calexico Water Tow be replaced by the New Tower, All Exhibits referenced herein shall be attached to and considered a part of this Easement Agreeme 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; (i) 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 at no charge.

1.2. Exclusive Access Easement. Exclusive rights to the Access Easement described and depicted on Exhibit "C" (Exclusive Access Easement")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" ("Utility Easement") 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, reconstruct, improve, add to, enlarge, change and remove such facilities, and to connect the same to utility lines located in a publicly dedicated right of way, as necessary or commercially reasonable for SBA's exercise of its Permitted Use of the Communication Easement.

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 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 Easement Agreement, by the Site Owner, its auditors or other agents.

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 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.

CONSTRUCTION OF NEW TOWER: SBA shall use commercially reasonable efforts to 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, and any adjacent property owned by Seller or under its control for the purpose of constructing the New Tower; (ii) access the Property and the Water Tower for the purpose of removing Existing Customers' Systems (except for those Systems owned by the U.S.

Government) from the Water Tower; and (iii) access and utilize the Property for the purpose of performing the remediation work on the

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 movement of the Systems, such temporary relocation or movement of the Systems shall be at SBA's sole cost and expense unless otherwise provided in the Existing Agreements.
2 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 Easements. 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 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 Agreements. 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.

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 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, including health, safety, and environmental requirements, pertaining to its and their operations of the New Tower and 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 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 Easement Agreement by the Existing Customers and Existing Customer Systems as of the date of this Easement Agreement and any new Systems after the date of this Easement Agreement. SBA shall repair any damage to the Property 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.

7.1.6. Signage. 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.

Access and Utilities. SBA may, and may allow its Existing Customers, Future Customers, agents, successors, assigns and/or affiliates, access to 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 the Exclusive Access 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 Exclusive Access Easement 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 needs of the Communication Easement during initial construction of the New Tower and/or installation and/or maintenance and repair 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 (not to exceed seventy-two (72) consecutive hours except as otherwise permitted by Section 5 herein) to and from the Communication Easement, during normal working hours on normal business days, over and across the nearest fifteen (15) feet of any adjacent property now or hereafter owned by Site Owner, for, without limitation, ingress and egress to and from the Communication Easement 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. 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 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 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

9.1.3. 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 each 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 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 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 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.

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 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
Site Owner hereby agrees that SBA may satisfy this requirement pursuant to master policies of insurance covering other locations ofSBA. 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 hat any third parties granted rights by SBA to use the Easements are required to maintain similar insurances as the Existing Customers without investigating thereof, that it has no knowledge of any Hazardous Substance, underground storage tanks, asbestos-containing 5 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 (il) 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.

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 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. 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 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 the Systems or any portion thereof.

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 seek 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 reccipt of the written default notice. IfSBA 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 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 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; (i) 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 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 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.

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.

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.

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 information reasonably requested concerning this Easement Agreement.

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.

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.

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. ("Prevailing Wage Laws"). SBA agrees to comply with uch Prevailing Wage Laws with respect to any work under this Easement Agreement which constitutes, or is determined by the Departmen f Industrial Relations or by a court to be, a "public works" project under California law. Accordingly, SBA shall also defend, indemnify an‹ hold the Site Owner, its elected officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Easement Agreement, from any claim or liability arising out of any failure or alleged failure by SBA 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 RECORDATION: SBA, at its option, shall have the right to record a Memorandum of this Easement Agreement, in the form attached hereto as Exhibit "F" 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.
8 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 provisions in question.

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

SITE OWNER:

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

Title: _
Date:

SBA:

SBA TOWERS XI, LL.C, a Delaware limited liability company By:

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

ATTACHMENTS:

Schedule "1"
Exhibit "A" Legal Description of Property
Exhibit "B" Communication Easement Description
Exhibit "C" Access and Utility Easement Description
Exhibit "D" Title Encumbrances
Exhibit "E" Form Memorandum
Exhibit "P" Existing Agreements
Exhibit "G" Construction Drawings of New Tower
10 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 sement and First Street, a public right-of-way, a
airiestand ings suicet, at public nightiny as er the theystems, and ally on ted eration sad ases, a descriped on d emilal.

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

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

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.

8. 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

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.

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) leaci, (V) asbestos, (vi) flammable explosives, (vii) infectious materials, or (vili) 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 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 seg.; 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 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. Memorandum- the Memorandum of Easement Agreement, attached to and made a part of this Easement Agreement.

14. New Tower-the approximately One Hundred Thirty (130) foot self-support tower to be constructed and owned by SBA, as more particularly described and depicted in Exhibit "G" to this Easement Agreement.

Schedule "1"
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.

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. System does not include any new towers, whether temporary or otherwise.

20. 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.

Vater Tank- the structure comprising the uppermost portion of the Water Tower above the existing mechanical roo proximately one hundred (100) feet above the natural grade of the Property. The Water Tank includes the steel angle guardrail and catwa affixed thereto.

Water Tower- the approximately one hundred forty-one (141) foot structure currently located within the Property, containing the Water Tank and Water Tower Support Structure owned and controlled by the City.

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"
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:

Tong Sortior the Nor 2ne 0 re So stead of or are al a vacated a record to my 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 Instrument No. 8, in Book 817, Page 478 of Official Records.

APN: 058-535-001-000
:

Exhihit «A"
Legal Description of Property
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
EXHIBIT "C"

ACCESS AND UTILITY EASEMENTS
Site Owner agrees that this Exhibit "C" will be replaced with descriptions andlor 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:

Exclusive Access Easement:

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, a portion of which is described as follows:

Utility Easement:

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 property, and to support and maintain the Systems, along with the right to use said Exclusive 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 uses and described as follows:
.....

Byhibit «(*»
Access and Utility Easement Description
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
EXHIBIT "E"
Form Memorandum
Instrument Prepared By:

SBA Towers XI, LLC
Elizabeth Chace
8051 Congress Avenue
Boca Raton, FL 33487
(561) 981-9917
Upon Recording Return to:

SBA Towers XI, LLC
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 → 202 by and between THE CHAY OF CALL, CO, A rare mia Clini company al corporation fred 8 ANd 0 as Site Owner") and 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
•
Accepted by: Site Owner Accepted by: SBA
THE CITY OF CALEXICO, CALIFORNIA, a California SBA TOWERS XI, 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 «p"
Form Memorandum

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

State of California
County of
On _ before me,.
_ who provide to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/he gehon ad el exciue tie in ry meer signature on the instrument the person, or the entily upon behalf of which the 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
EXHIBIT "1"
to Memorandum of Easement Agreement

LEGAL DESCRIPTION OF PROPERTY
See Exhibit "A" to Easement Agreement
to Memorandum of Basement Agreement
EXHIBIT "2"
to Memorandum of Easement Agreement

COMMUNICATION EASEMENT
See Exhibit "B" to Easement Agreement
EXHIBIT «2"
to Memorandum of Easement Agreement
EXHIBIT "3"
to Memorandum of Easement Agreement

ACCESS AND UTILITY EASEMENTS
See Exhibit "C" to Easement Agreement
EXHIBIT "3»
to Memorandum of Easement Agreement
EXHIBIT "4"
to Memorandum of Easement Agreement

EXISTING AGREEMENTS
See Exhibit "F" to Easement Agreement
EXHIBIT "4"
to Memorandum of Easement Agreement
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 Lease Agreement dated on or about September 12, 2005, by and between the City of Calexico, as landlord, and New Cingular Wireless PCS, LI.C, 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.

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.

Exhibit "p"
Existing Agreements
EXHIBIT "G"

CONSTRUCTION DRAWINGS OF NEW TOWER
Exhibit "G"
Construction Drawings of New Tower
ATTACHMENT NO. 3

FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE OF EASEMENT
THIS FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE OF EASEMENT ("Fourth Amendment"), dated as of -, 2024, by and between SBA TOWERS XI, LLC, a Delaware limited liability company, successor by assignment to SBA TOWERS X, LLC ("SBA"), and THE CITY OF CALEXICO, CALIFORNIA, a municipal corporation ("Site Owner"). All capitalized terms not expressly 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 ("Original Agreement"), as amended, with the most recent amendment being that certain Third Amendment to Agreement for Purchase of Easement dated September 21, 2022 ("Third Amendment") (collectively, the "Agreement") with respect to the purchase and sale of those certain Site Owner Assets described therein and construction of the New Tower;
WHEREAS, pursuant to Section 22 of the Original 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 Original 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 agree as follows:

1. Modification of Defined Terms. The definitions of Inspection Period, Completed Tower and New Tower as set forth in the Third Amendment are hereby deleted in their entirety and replaced as follows:
"Inspection Period" - the period commencing on the Effective Date and ending on December 12, 2024, unless extended as provided in Sections 5.2 of the Agreement and Section 14 of the Third Amendment.
"Completed Tower"- shall mean, in the case where a certificate of occupancy is required by any Governmental Authority, the receipt of such certificate of occupancy and the tenants' having installed their equipment on such New Tower and/or easement area. In the instance where a certificate of occupancy is not required, then "complete" shall mean the New Tower in question being stacked to its proposed height, the tenants being installed, and the site field work (such as landscaping, fencing, etc.) being finished.
"New Tower" - the approximately One Hundred Thirty (130) foot self-support tower to be constructed and owned by SBA, as more particularly described, and depicted in Exhibit "G" to the Easement.

2. Amendments. In accordance with Section 19 of the Original Agreement:
(a) The first paragraph of Section 6(a) of the Third Amendment is hereby deleted in its entirety and CA24329-S
replaced as follows:
"Section 3.1 of the Original 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 Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000.00), subject to all adjustments, credits and prorations contained in this Agreement ("Initial Closing Date Payment"). The Purchase Price to be paid to Site Owner on the Final Closing Date is Six Hundred and Forty-Two Thousand Seven Hundred Eighty-Five and 00/100 Dollars ($642,785.00), subject to all adjustments, credits ad prorations contained in this Agreement ("Final Closing Date Payment")."
(b) Exhibit "D-1" to the Third Amendment is hereby deleted in its entirety and Exhibit "D-2" attached to this Fourth Amendment is substituted therefor. Any reference to Exhibit "D-1" in the Third Amendment is hereby replaced with Exhibit "D-2". For the avoidance of doubt, Exhibit "I)" in the Original Agreement is replaced by Exhibit "D-2" attached herein. (c) Sections 8 and 9 of the Third Amendment are hereby deleted in their entirety.

3. Removal of Existing Customers' Equipment. The parties agree that following the Initial Closing Date, SBA shall use commercially reasonable efforts to decommission and remove the Existing Customers' equipment located on the Water Tower and/or Water Tank, except for the equipment belonging to the U.S. Government. Subsequently, SBA shall use commercially reasonable efforts to relocate the Existing Customers' equipment (except for the equipment of the U.S. Government) to the New Tower.

For the avoidance of doubt, any equipment owned by the U.S. Government shall remain on the Water Tank and/or Water Tower and SBA shall not remove any existing ground-mounted equipment located on the Property.

4. Remediation Work and Ownership. The parties agree that SBA shall use commercially reasonable efforts to perform remediation work on the Water Tower's southwest leg foundationas further detailed on Schedule "A" herein-by way of installing a reinforced concrete encasement around the pier ("Remediation Work"). Notwithstanding, Site Owner shall retain ownership of the Water Tower, which shall remain on the Property. From the Final Closing Date, and for the term of the Easement, SBA shall own the Completed Tower and, shall be responsible for the maintenance thereof, as more particularly set forth and described in the Easement.

5. Authority. Each party hereto represents and warrants to the other that all necessary authorizations required for the execution and performance of this Fourth Amendment have been given and that the undersigned officer of a party is duly authorized to execute this Fourth Amendment and bind the party for which it signs.

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

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

8. Merger. This Fourth 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 2 CA24329-S
by the parties hereto. In the event of any conflict between the terms of this Fourth Amendment and the Agreement, the terms of this Fourth 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.

9. Counterparts. This Fourth 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 Fourth 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 Fourth Amendment and without the requirement that the unavailability of such original counterpart of this Fourth Amendment first be proven. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY; SIGNATURE PAGE FOLLOWS] 3 CA24329-S
THIS FOURTH 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 XI, LILC, a Delaware limited liability company By:

Joshua M. Koenig
Executive Vice President & General Counsel
Date:
4 CA24329-S
SCHEDULE "A"
Remediation Work
Southwest Foundation Repair:
• Excavate around the pier to the underlying concrete pad foundation.

Remove damaged concrete and grout under the baseplate and around the pier foundation as equired by site conditions and clean and prep the existing concrete in the pier remediation area • Install epoxied reinforcing steel dowels into the existing pier and install reinforcing steel around the pier remediation area.
• Install formwork around the pier remediation area.
• Install bonding agent to the pier concrete and install water stop around the top and bottom perimeter of the existing pier and new concrete installation areas.

Place concrete.

Remove formwork and backfill around the concrete collar installation.

CA24329-S
EXHIBIT "D-2"
Easement
6 CA24329-S

DELTA OAKS GROUP DELTA OARS
GROUP

VISUAL IMPACT ASSESSMENT

PHOTO SIMULATIONS
352 EAST FIRST STREET
CA24329-S
352 EAST FIRST STREET
CALEXICO, CA 92231
DELTA OAKS PROJECT 23-16005
PREPARED FOR:

SBA COMMUNICATIONS CORPORATION
SBA
8051 CONGRESS AVENUE
BOCA RATON, FL 33487
SBASITE.COM
Delta Oaks Group, PLLC
4904 Professional Court - Raleigh - NC - 27609
919-342•8247
www.deltaoaksgroup.com l

PHOTOGRAPH LOCATION MAP

HEBER AVENUE

BAST SECOND STREET

HEFFERNAN AVENUE

EAST FIRST STREET
PROPOSED TOWER LOCATION 1
(E COORDINATES 32.665435°N,
115.494020 W

EXISTING WATER TANK
(TOWER) LOCATION
PREPARED FOR: PREPARED BY: SITE NAME: LEGEND:
352 EAST FIRST STREET - PROPOSED TOWER LOCATION
SITE ID: - PHOTO LOCATION (VISIBLE)
SBA
CA24329-S - PHOTO LOCATION

DELTA OAKS (OBSTRUCTED VISIBLE)
GROUP - SITE ADDRESS: - PHOTO LOCATION (NOT VISIBLE)
SBA COMMUNICATIONS CORPORATION DELTA OAKS GROUP. 352 BAST FIRST STREET 8051 CONGRESS AVENUE SHEET NUMBER
BOCA RATON. FL 33487 RALEIGH. NC 27609 CALEXICO, CA 92231 SBASITE.COM DELTAOAKSGROUP.COM 1 OF 13

EXISTING

CONDITIONS

PHOTOGRAPHS WERE PROVIDED VIA IMAGES TAKEN FROM GOOGLE MAPS STREET VIEW RETRIEVED ON 8/15/2023. THE HEIGHT OF THE EXISTING WATER

TOWER WAS USED TO ESTIMATE THE HEIGHT/SIZE OF THE PROPOSED TOWER IN THE PHOTO-SIMULATIONS. THE PHOTO-SIMULATIONS OF THE TOWER ARE

INTENDED FOR ILLUSTRATIVE PURPOSES ONLY AND THE CONSTRUCTED/

TOWER MAY VARY SLIGHTLY IN LOCATION, DIMENSION AND/OR COLOR FROM PREPARED FOR. PREPARED BY: SITE NAME: PHOTO NUMBER

DISTANCE TO SITE
352 EAST FIRST STREET 1 (LOCATION 1) 0.11 MILES
SBA SITE ID: PHOTO COORDINATES PHOTO AZIMUTH
CA24329-S 32.665597°N. 115.192066 W 260°

DELTA OAKS
GROUP- SITE ADDRESS: LOCATION OF PHOTO SHEET NUMBER
SBA COMMUNICATIONS CORPORATION DELTA OAKS GROUP, PLLC 352 EAST FIRST STREET B051 COnGRESS AVENUE 4904 PROFESSIONAL CT HEBER AVE 2 OF 13 BOCA RATON, 33487 DELTADAKSGROUP: COM CALEXICO. CA 92231 SBASITE.COM

SIMULATION
PROPOSED 130'

SELF-SUPPORT TOWER

PHOTOGRAPHS WERE PROVIDED VIA IMAGES TAKEN FROM GOOGLE MAPS STREET VIEW RETRIEVED ON 8/15/2023. THE HEIGHT OF THE EXISTING WATER

TOWER WAS USED TO ESTIMATE THE HEIGHT/SIZE OF THE PROPOSED TOWER IN THE PHOTO-SIMULATIONS. THE PHOTO-SIMULATIONS OF THE TOWER ARE

INTENDED FOR ILLUSTRATIVE PURPOSES ONLY AND THE CONSTRUCTED

TOWER MAY VARY SLIGHTLY IN LOCATION, DIMENSION AND/OR COLOR FROM

THE DEPICTED IMAGE
PREPARED FOR: PREPARED BY: SITE NAME: PHOTO NUMBER DISTANCE TO SITE 352 EAST FIRST STREET I (LOCATION D) 0.11 MILES
SBA SITE ID: PHOTO COORDINATES PHOTO AZIMUTH
CA24329-S 32.665597°N. 115.492066°W 26(°

DELTA OAKS
GROUP • SITE ADDRESS: LOCATION OF PHOTO SHEET NUMBER
SBA COMMUNICATIONS CORPORATON 352 EAST FIRST STREET
HEBER AVE 3 OF 13
BOCA RATON, NC 27609 CALEXICO. CA 92231
SBASITE.COM

EXISTING

CONDITIONS

PHOTOGRAPHS WERE PROVIDED VIA IMAGES TAKEN FROM GOOGLE MAPS STREET VIEW RETRIEVED ON 8/15/2023. THE HEIGHT OF THE EXISTING WATER

TOWER WAS USED TO ESTIMATE THE HEIGHT/SIZE OF THE PROPOSED TOWER IN

THE PHOTO-SIMULATIONS, THE PHOTO-SIMULATIONS OF THE TOWER ARE

INTENDED FOR ILLUSTRATIVE PURPOSES ONLY AND THE CONSTRUCTED

TOWER MAY VARY SLIGHTLY IN LOCATION, DIMENSION AND/OR COLOR FROM THE DEPICTED MAGE.

PREPARED FOR: PREPARED BY: SITE NAME: PHOTO NUMBER DISTANCE TO SITE 352 EAST FIRST STREET 2 (LOCATION 1) 0.05 MILES
SITE ID: PHOTO COORDINATES PHOTO AZIMUTH
SBA CA24320-S 32.665596. 115.494931 101°

DELTA OAKS
GROUP - SITE ADDRESS: LOCATION OF PHOTO SHEET NUMBER
SBA COMMUNICATIONS CORPORATION 352 EAST FIRST STREET INTERSECTION OF HEFFERNAN BOSA RARES 4904 4 OF 13
33487 RALEIGH. NC 27609| CALEXICO, CA 92231 AVE AND EAST FIRST ST SBASITE.COM DELTAOAKSGROUP_COM

SIMULATION
PROPOSED 130

SELF-SUPPORT TOWER

PHOTOGRAPHS WERE PROVIDED VIA IMAGES TAKEN FROM GOOGLE MAPS STREET VIEW RETRIEVED ON 8/1S/2023. THE HEIGHT OF THE EXISTING WATER

TOWER WAS USED TO ESTIMATE THE HEIGHT/SIZE OF THE PROPOSED TOWER IN THE PHOTO-SIMULATIONS. THE PHOTO-SIMULATIONS OF THE TOWER ARE

INTENDED FOR ILLUSTRATIVE PURPOSES ONLY AND THE CONSTRUCTED TOWER MAY VARY SLIGHTLY IN LOCATION, DIMENSION AND/OR COLOR FROM | THE DEPICTED IMAGE.

PREPARED FOR: PREPARED BY: SITE NAME: PHOTO NUMBER DISTANCE TO SITE 352 EAST FIRST STREET 2 (LOCATION 1) 0.05 MILES
SITE ID: PHOTO COORDINATES PHOTO AZIMUTH
SBA CA24329-S 32.665596°N. 115.494931 V 101°

DELTA OAKS
GROUP: SITE ADDRESS: LOCATION OF PHOTO SHEET NUMBER
SBA COMMUNICATIONS CORPORATION 352 EAST FIRST STREET INTERSECTION OF HEPFERNAN 8051 CONGRESS AVENUE 5 OF 13
BOCA RATON, FL 33487 RALEIGH, NC 27609 CALEXICO. CA 92231 AVE AND EAST FIRST ST SBASITE.COM DELTAOAKSGROUP.COM

EXISTING

CONDITIONS

PHOTOGRAPHS WERE PROVIDED VIA IMAGES TAKEN FROM GOOGLE MAPS STREET VIEW RETRIEVED ON 8/15/2023. THE HEIGHT OF THE EXISTING WATER

TOWER WAS USED TO ESTIMATE THE HEIGHT/SIZE OF THE PROPOSED TOWER IN THE PHOTO-SIMULATIONS. THE PHOTO-SIMULATIONS OF THE TOWER ARE

INTENDED FOR ILLUSTRATIVE PURPOSES ONLY AND THE CONSTRUCTED

TOWER MAY VARY SLIGHTLY IN LOCATION, DIMENSION AND/OR COLOR FROM

THE DEPICTED IMAGE
PREPARED FOR: PREPARED BY: SITE NAME: PHOTO NUMBER DISTANCE TO SITE 352 EAST FIRST STREET 3 (LOCATION I) 0.16 MILES
SBA SITE ID: PHOTO COORDINATES PHOTO AZIMUTH
CA24329-S 32.667672°N. 115.493507 W 190°

DELTA OAKS
GROUP. SITE ADDRESS: LOCATION OF PHOTO SHEET NUMBER
SBA COMMUNICATIONS CORPORATION 352 EAST FIRST STREET INTERSECTION OF HEBER AVE 8051| CONGRESS AVENUE 6 OF 13
BOCA RATON, FL 33487 RALEIGH. NC 27609 CALEXICO. CA 92231 AND EAST THIRD ST SBASITE.COM DELTAOAKSGROUP.COM

SIMULATION
PROPOSED 130°

SELF-SUPPORT TOWER

PHOTOGRAPHS WERE PROVIDED VIA IMAGES TAKEN FROM GOOGLE MAPS STREET VIEW RETRIEVED ON 8/15/2023. THE HEIGHT OF THE EXISTING WATER

TOWER WAS USED TO ESTIMATE THE HEIGHT/SIZE OF THE PROPOSED TOWER IN THE PHOTO-SIMULATIONS. THE PHOTO-SIMULATIONS OF THE TOWER ARE

INTENDED FOR ILLUSTRATIVE PURPOSES ONLY AND THE CONSTRUCTED

TOWER MAY VARY SLIGHTLY IN LOCATION, DIMENSION AND/OR COLOR FROM THE DEPICTED IMAGE.

PREPARED FOR: PREPARED BY: SITE NAME: PHOTO NUMBER DISTANCE TO SITE 352 EAST FIRST STREET 3 (LOCATION 1) 0.16 MILES
SITE ID: PHOTO COORDINATES PHOTO AZIMUTH
SBA CA24329-S 32.667672°N, 115.493507°W 190°

DELTA OAKS
GROUP: SITE ADDRESS: LOCATION OF PHOTO SHEET NUMBER
SBA COMMUNICATIONS CORPORAMON DESDA PROFESSIONAL PEO 352 EAST FIRST STREET INTERSECTION OF HEBER AVE BODA GATE CONNE CALEXICO. CA 92231 AND EAST THIRD ST 7 OF 13 DELTADAR GROUP. COM

Calexico City CouncilJuly 3, 2024

Calexico City Council
July 3, 2024