Agenda packet — Lancaster City Council, June 14, 2022 (part 3 of 5)

14. Fair Market Value Price. Each Buyer and Seller believes that the Purchase Price represents the fair market value of the Real Property.

15. General Provisions.
(a) Condemnation. If any material portion of the Real Property shall be taken or appropriated by a public or quasi-public authority exercising the power of an eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Real Property and receive all of the award or payment made in connection with such taking. (b) Notices. All notices, demands, requests, or other communications required or permitted hereunder (collectively, “Notices”) shall be in writing, shall be addressed to the receiving party as provided in this paragraph, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by certified mail, postage 13 4868-6195-1520v2/022283-0548
prepaid, return receipt requested or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the appropriate address.

For the purposes hereof, the addresses of the parties (until notice of a change thereof given in writing to the other party) shall be as follows:

If to Seller: Antelope Valley Joint Union High School District 176 Holston Drive
Lancaster, California 93535
Attention: Brian Hawkins
Assistant Superintendent Business Services

If to Buyer: City of Lancaster
44933 Fern Avenue
Lancaster, California 93534
Attention: Jason Caudle
City Manager

(c) Brokers. Seller assumes sole responsibility for any consultants or brokers it may have retained in connection with the sale of the Real Property (and Buyer shall have no responsibility in connection with such matters). Seller agrees to and does hereby indemnify and hold the Buyer free and harmless from and against any and all costs, liabilities , or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Seller in connection with this Agreement. Buyer assumes sole responsibility for any consultants or brokers it may have retained in connection with the purchase of the Real Property (and Seller shall have no responsibility in connection with such matters).

Buyer represents to Seller that Buyer has engaged no consultants, finders , or real estate brokers in connection with the sale of the Real Property to the Buyer, and there is no brokerage commission, finder’s fee or other compensation of any kind is due or owing to any person or entity in connection with this Agreement. Buyer agrees to and does hereby indemnify and hold the Seller free and harmless from and against any and all costs, liabilities , or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Buyer in connection with this Agreement. (d) Waiver, Consent , and Remedies . Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller’s and Buyer’s performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material d efault hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any action by the other for which such consent was required shall not be deemed to i mply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement.

All ri ghts, remedies, undertakings, obligations, options, covenants, conditions , and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other.

Except as otherwise specified herein, either party hereto may purs ue any one or more of its rights, options, or remedies hereunder or may seek damages or specific performance in the event of the other 14 4868-6195-1520v2/022283-0548
party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement.
(e) Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish t he Closing in accordance with the provisions hereof and, following Closing. (f) Remedies. Without limitation as to the availability of other remedies, this Agreement may be enforced by an action for specific enforcement. (g) Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period.
(h) Extensions at Sole Discretion of Seller. In the event Buyer requests that Seller extend the time for the sale of the Real Property, such request may be granted , conditionally granted, or denied at the sole and absolute discretion of Seller. (i) Counterparts; Facsimile Signatures . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A facsimile signature shall be deemed an original signature.
(j) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof.
(k) Third Party Rights. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto.
(l) Amendment to this Agreement . The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (m) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. (n) Applicable Law . This Agreement shall be governed by and const rued in accordance with the local law of the State of California. (o) Exhibits and Schedules . The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. 15 4868-6195-1520v2/022283-0548
(p) Entire Agreement . This Agreement supersedes any prior agreeme nts, negotiations, and communications, oral or written and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and confirm that this Agreement i s executed without reliance on any oral or written statements, representations , or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent, or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (q) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. (r) Survival. The provisions of subsection (f) of Section 7 hereof, as well as those portions of Sections 13 and 14 so indicated, shall be deemed to constitute provisions that survive Closing.
(s) Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party.
[signatures begin on the following page]
16 4868-6195-1520v2/022283-0548
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

SELLER:

ANTELOPE VALLEY JOINT UNION HIGH

SCHOOL DISTRICT,
a public agency
By:

Brian Hawkins
Assistant Superintendent Business Services
BUYER:

CITY OF LANCASTER,
a municipal corporation and charter city
By:

Jason Caudle
City Manager

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

17 4868-6195-1520v2/022283-0548
Acceptance by Escrow Holder:

Chicago Title Company hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between the Antelope Valley Joint Union High School District, a public agency (“Seller”), and City of Lancaster, a municipal corporation and charter city (“Buyer”) and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder.

Dated: _____________, 2022

CHICAGO TITLE COMPANY
By:

Name:

Its:

A-1

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EXHIBIT A

LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Los Angeles, described as follows:

Parcel 1 of Parcel Map No. 17284, as per Map recorded in Book 183, Page 100 of Parcel Maps in the Office of the County Recorder of said County

B-1

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EXHIBIT B
DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Lancaster
44933 Fern Avenue
Lancaster, CA 93535

APN: 3134‐013‐910
[Space above for recorder.]
DOCUMENTARY TRANSFER TAX $(exempt;
no consideration; exempt from recording charges,
Government Code Section 27383)

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Antelope Valley Joint Union High School District, a public agency (“Grantor”), hereby grants to City of Lancaster, a municipal corporation and charter city that certain real property located in the County of Los Angeles, State of California, more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference (the “Property”), subject to existing easements, restri ctions and covenants of record.

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of _____________, 2022.

ANTELOPE VALLEY JOINT UNION HIGH

SCHOOL DISTRICT,
a public agency
By:

Name: Brian Hawkins
Title: Assistant Superintendent Business
Services

B-2

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ATTACHMENT NO. 1 TO GRANT DEED

LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Los Angeles , described as follows:

Parcel 1 of Parcel Map No. 17284, as per Map recorded in Book 183, Page 100 of Parcel Maps in the Office of the County Recorder of said County

4868-6195-1520v2/022283-0548

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

STATE OF CALIFORNIA )
) ss.

COUNTY OF ____________ )
On _____________________________ , before me, _______________________________ , Notary Public, (Print Name of Notary Public)
personally appeared

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
________________________________ ___________________________ Title(s)
________________________________ ___________________________ Title Or Type Of Document
Partner(s) Limited General
Attorney-In-Fact
Trustee(s)
Guardian/Conservator
Other:________________________________ _____

Signer is representing:

Name Of Person(s) Or Entity(ies)
________________________________ ___________________________ ________________________________ ___________________________ ________________________________ ___________________________ Number Of Pages
________________________________ ___________________________ Date Of Documents
________________________________ ___________________________ Signer(s) Other Than Named Above

C-1

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EXHIBIT C

FIRPTA CERTIFICATE
TRANSFEROR’S CERTIFICATE OF NON-FOREIGN STATUS
To inform City of Lancaster (“Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”) will not be required upon the transfer of certain real property to the Transferee by the City of Lancaster (the, “Transferor”), the undersigned hereby certifies the following:

1. The Transferor is not a foreign person or citizen, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

2. The Transferor’s social security number or U.S. employer identification number is as follows: 95-6000127

3. The Transferor’s home or office address is:
176 Holston Drive
Lancaster, California 93535
The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document.

ANTELOPE VALLEY JOINT UNION HIGH

SCHOOL DISTRICT,
a public agency
By:

Name: Brian Hawkins
Title: Assistant Superintendent Business
Services

D-1

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EXHIBIT D

SITE MAP

STAFF REPORT
City of Lancaster
CC 17
6/14/2022
JC
Date: June 14, 2022
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director - Development Services Chenin Dow, Senior Manager – Real Estate and Economic Development Sydney Yeseta, Assistant Manager – Economic Development

Subject: Purchase and Sale Agreement with Antelope Valley Joint Union High School District
Recommendations:

1. Approve the Purchase and Sale Agreement with the Antelope Valley Joint Union High School District for the property located at 44811 N. Sierra Highway.

2. The funding for the transaction will be included in the FY 2022-23 budget in account 101- 14BS001-924.

3. Authorize the City Manager, or his designee, to finalize and execute the Purchase and Sale Agreement and documents related to the real estate transaction.

Fiscal Impact:
$1,750,000.00. Funding for the transaction will be included in the FY 2022-23 budget in account 101-14BS001-924.

Background:

The Antelope Valley Joint Union High School District moved from its administrative office building located at 44811 N. Sierra Highway to a location in the Lancaster Business Park. The property on Sierra Highway is now vacant and for sale.

As the City continues to expand its Public Safety efforts and plans for the hybrid policing model, acquiring the property that is located closer to Lancaster’s Sheriff Station and a few blocks away from City Hall is a logical decision. With the City Hall renovation underway, the need for supplemental office space has become clear. In addition, the extra square footage will be used for the storage of materials for the Parks, Arts, Recreation, and Community Services Department. 9 3
6 The 29,623 square-foot building is selling for an appraised value.

SY/sm
Attachment:

Purchase and Sale Agreement with the Antelope Valley Joint Union High School District

STAFF REPORT
City of Lancaster
CC 18
6/14/2022
JC
Date: June 14, 2022
To: Mayor Parris and City Council Members
From: Trolis Niebla, Assistant City Manager
Larissa De La Cruz, Senior Manager – Community Development Subject: Approval of the Joint Powers Agreement Creating the High Desert Corridor Joint Powers Agency between the County of Los Angeles, Los Angeles County Metropolitan Transportation Authority, City of Adelanto, City of Apple Valley, City of Lancaster, City of Palmdale, and City of Victorville Recommendation:

Approve the Joint Powers Agreement Creating the High Desert Corridor Joint Powers Agency between the County of Los Angeles, Los Angeles County Metropolitan Transportation Authority, City of Adelanto, City of Apple Valley, City of Lancaster, City of Palmdale, and City of Victorville.

Fiscal Impact:

None.

Background:

The High Desert Corridor (HDC) Joint Powers Authority (JPA) was originally formed in 2006 with two members; the County of San Bernardino and the County of Los Angeles, who appointed Board of Directors from the Cities of Adelanto, Victorville, Apple Valley, Lancaster, and Palmdale to develop a new freeway/expressway from SR14 to I-15.

In 2016, the Measure M - High Desert Corridor (HDC) project received CEQA (California Environmental Quality Act) clearance, and determined the Locally Preferred Alternative would be a multi-modal corridor with a highway, and high-speed rail line in the median connecting the counties of Los Angeles and San Bernardino. In 2020, the highway portion was determined to be a “No Build” option, while the high-speed rail line would be pursued for federal and state environmental clearance. Currently, the HDC Rail project is in the federal NEPA (National Environmental Policy Act) environmental process under the direction of the Federal Railroad Administration. A Record of Decision for the high-speed rail project is anticipated to be completed in late 2022/early 2023.
9 3
7 The purpose of the HDC is to improve east-west mobility within the High Desert region of Southern California by addressing present and future travel demands and mobility needs. The HDC seeks to improve travel safety and reliability, while connecting residential, commercial, and industrial areas in the Antelope and Victor Valleys, including the cities of Palmdale, Lancaster, Adelanto, Victorville, and the Town of Apple Valley. The entire high-speed rail line with stations in Palmdale and the Town of Apple Valley travel through Equity Focused Communities who desperately need mobility options.

Dissolution of Current JPA and Revised Agreement
On March 1, 2022, the County of San Bernardino voted to withdraw its membership from the current HDC JPA effective June 30, 2022, therefore, the current HDC shall be dissolved by July 1, 2022, but remain open to continue to wind-down the affairs of the current Authority. The revised JPA eliminates San Bernardino County as a member, and creates a new partnership between the remaining agencies to complete the federal and state environmental process.

Therefore, based on the information contained herein, it is recommended that the City Council approve the Joint Powers Agreement, authorizing the formation of a Joint Powers Agency between the County of Los Angeles, Los Angeles County Metropolitan Transportation Authority, City of Adelanto, City of Apple Valley, City of Lancaster, City of Palmdale, and City of Victorville, and authorize the Mayor to sign the JPA Agreement on behalf of the City of Lancaster.

LD/jr
Attachment:

Joint Powers Agreement

JOINT POWERS AGREEMENT

CREATING

THE HIGH DESERT CORRIDOR JOINT POWERS AGENCY

BY AND AMONG

THE COUNTY OF LOS ANGELES, LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY, THE

CITY OF LANCASTER, THE CITY OF PALMDALE,

THE CITY OF VICTORVILLE, THE CITY OF ADELANTO,

AND THE CITY OF APPLE VALLEY

Page 1 of 10 ends

HIGH DESERT CORRIDOR JOINT POWERS AGENCY

JOINT POWERS AGREEMENT

This JOINT POWERS AGREEMENT, made in accordance with Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (commencing with Section 6500), as amended and supplemented from time to time (the "Act"), for convenience dated as of June 14, 2022, by and among the

COUNTY OF LOS ANGELES, LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION

AUTHORITY, CITY OF LANCASTER, CITY OF PALMDALE, CITY OF VICTORVILLE, CITY OF ADELANTO, and CITY OF APPLE VALLEY, each of which is a body corporate and politic and a political subdivision of the State of California (the "State”) (referred to collectively as “Members”).

RECITALS:

WHEREAS, pursuant to the Act, the agency created under this Agreement (as defined herein) shall possess such common powers of the Members, and may exercise such powers, as specified in this Agreement and to exercise the additional powers granted to it pursuant to the Act;

WHEREAS, by this Agreement, each Member desires to create and establish the High Desert Corridor Joint Powers Agency for the purposes set forth herein and to exercise the powers provided herein;

WHEREAS, the High Desert Corridor Joint Powers Authority, ("Predecessor JPA "), was created between Los Angeles County and San Bernardino County in November 2006, and shall be dissolved effective July 1, 2022;

WHEREAS, it is the intent of the Members that, to the fullest extent possible, the High Desert Corridor Joint Powers Agency shall be the successor in interest in all ways to the Predecessor JPA, and any other mechanisms or sources with which the Predecessor Authority was funded and any other obligations or benefits derived therefrom, including, without limitation, the proposed April 14, 2022, Funding Agreement between Predecessor JPA and the Los Angeles County Metropolitan Transportation Authority for the High Desert Intercity Rail Corridor Environmental Work, Surface, Transportation Board Filing, and Predecessor JPA Administration costs.

NOW, THEREFORE, the Members, for and in consideration of the mutual agree ments and covenants contained herein, do agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. Unless the context otherwise requires, the words and terms defined in this Article I shall, for the purpose hereof, have the meanings herein specified.

“Act” means the Joint Exercise of Powers Act, Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code.

Page 2 of 10 ends

"Agency" shall mean the High Desert Corridor Joint Powers Agency, the separate agency created by this Agreement.

“Agreement” means this Joint Powers Agreement as the same now exists and as it may from time to time be amended.

“Board” means the Board of Directors of the Agency created by this Agreement.

"Brown Act" means the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (Sections 54950 to 54961), and any successor legislation hereinafter enacted.

“Director(s)” means the person(s) appointed to the Board pursuant to Section 2.03.

“Fiscal Year” means the calendar period from July 1
st to and including the following June 30th, unless and until changed by a resolution of the Authority.

“Member” means each of the County of Los Angeles , Los Angeles County Metropolitan Transportation Agency, City of Lancaster, City of Palmdale, City of Victorville, City of Adelanto, and City of Apple Valley.

“Members” means all of the Member agencies collectively.

"Predecessor JPA" means the High Desert Corridor Joint Powers Authority.

“PTAC” means the Policy and Technical Advisory Committee.

“State” means the State of California.

ARTICLE II

GENERAL PROVISIONS REGARDING

PURPOSE, CREATION AND OPERATION OF THE AGENCY

Section 2.01. Purpose. In accordance with Section 6503 of the Act, the purpose of this Agreement is to provide for the exercise of powers common to each Member, including but not limited to, the creation of the Authority to provide for the financing, planning, design, construc tion, operation and maintenance of public and/or private transportation and utility corridor(s) (Corridor) from Los Angeles County in the vicinity of the Cities of Palmdale and/or Lancaster to San Bernardino County in the vicinity of the City of Victorville, Apple Valley and Adelanto. The activities contemplated by this Agreement include all manner and modes of surface transportation and all manner and modes of utilities including pipelines and conduits, and those substances that may be feasibly conveyed by such.

The Agency is intended to be the successor in interest, to the fullest extent possible, to the High Desert Corridor Joint Powers Authority, which shall be dissolved as of July, 1, 2022.

Page 3 of 10 ends

Section 2.02. Term. This Agreement shall become effectiv e when it has been approved by each of the Members. This Agreement shall continue in full force and effect until terminated by mutual consent of the Members.

Section 2.03. Board of Directors. The Agency shall be governed by a Board of Directors (Board), with each Director receiving one vote. The Board shall be comprised of seven Directors designated as follows:

A. The County of Los Angeles shall be represented by its Fifth District Supervisor.

B. Los Angeles County Metropolitan Transportation Authority (“Metro”) shall be represented by the sitting Metro Board Director representing the Northern Los Angeles County Cities Sector seat.

C. The City of Lancaster shall be represented by an individual selected by the Lancaster City Council.

D. The City of Palmdale shall be represented by an individual selected by the Palmdale City Council.

E. The City of Victorville shall be represented by an individual selected by the Victorville City Council.

F. The City of Adelanto shall be represented by an individual selected by the Adelanto City Council.

G. The City of Apple Valley shall be represented by an individual selected by the Apple Valley City Council.

Section 2.04. Alternates. Except as provided below, each Member shall appoint an alternate (Alternate) for its Director. The Alternate for Los Angeles County’s Fifth District Supervisor shall be nominated by the Fifth District Supervisor and approved by the County of Los Angeles Board of Supervi sors. The Alternate for Metro shall be nominated by the sitting Metro Board Director representing the Northern Los Angeles County Cities Sector seat and approved by the Metro Board of Directors.

Section 2.05. Term of Board of Directors. Each Director and Alternate shall serve at the pleasure of his or her appointing authority.

Section 2.06. Meetings. All meetings of the Board shall be called, noticed, held, and conducted subject to the provisions of the Brown Act. The Board shall meet a minimum of one time per year. The meeting shall take place at a location determined by the Board, but the location must be within the jurisdictional boundaries of either the County of Los Angeles or the County of San Bernardino.

Section 2.07. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director of the Board, committee members of the PTAC, and the Clerk of the Board of Supervisors, or governing body of each Member.

Section 2.08. Quorum. A majority of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Directors present at any meeting at which a quorum is present shall be required to take any action by the Board.

Section 2.09. Bylaws. The Board may adopt Bylaws for the conduct of business and as are necessary for the purposes hereof. The Board may adopt additional resolutions, rules, regulations, and policies for the conduct of its business and as are necessary for the purposes hereof in a manner consistent with this Agreement and the Bylaws.

Page 4 of 10 ends

Section 2.10. Annual Budget. The Board shall adopt an annual budget for each fiscal year. The Bylaws may further provide for the presentation and content of the budget.

Section 2.11. Annual Operational and Fiscal Report. The Board shall cause an annual operational report and annual fiscal report to be prepared and provided to each Member.

Section 2.12. Enlargement of the Board of Directors. The Board may increase the number of Directors on the Board from seven Director s by approval by all Directors following ratification by the governing body of each Member.

ARTICLE III

OFFICERS AND EMPLOYEES

Section 3.01. Chair and Vice -Chair. The Board of Directors shall elect from among its M embers, a Chair and First and Second Vice-Chairs. The Chair shall sign all contracts on behalf of the Agency, except as otherwise set forth in this Agreement, and shall perform such other duties as may be imposed by the Board in the Bylaws. The First Vice-Chair shall sign contracts and perform all of the Chair’s duties in the absence of the Chair, unless the Bylaws of the Agency provide otherwise. The duties of the Second Vice- Chair may be set forth in the Bylaws. Elections for such officers shall be held each year at a regular or special meeting of the Board with terms running concurrent with the Agency ’s Fiscal Year. The term of office shall be the Fiscal Year or until a successor is elected.

Section 3.02. Secretary. The Board shall appoint a Secretary to the Board. The Secretary shall serve at the pleasure of the Board. The Secretary shall countersign all contracts signed by the Chair or Vice-Chair on behalf of the Agency, unless the Bylaws of the Agency provide otherwise. The Secretary shall cause a notice of this Agreement to be filed with the California Secretary of State pursuant to Section 6503.5 of the Act and Section 53051 of the California Government Code. The Secretary shall be responsible to the Board for the call, noticing and conduct of the meetings pursuant to the Ralph M. Brown Act (Section 54950 et seq. of the California Government Code) . The Board may further provide for the duties and responsibilities of the Secretary in the Bylaws.

Section 3.03. Treasurer. Pursuant to Section 6505.5 of the Act, the Treasurer of the County of Los Angeles shall serve as the Treasurer of the Agency, unless and until otherwise determined by the Agency.

The Treasurer shall be the depository, shall have custody of all of the accounts, funds and money of the Agency from whatever source, shall have the duties and obligations set forth in Sections 6505 and 6505.5 of the Act, and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the A gency. The bond of the Treasurer under this Agreement shall be his official bond as the Treasurer of the County of Los Angeles and no additional bond will be required. The monies of the Agency shall be accounted for separately and invested in the same manner and upon the same conditions as local agencies pursuant to Section 53601 of the Government Code, including but not limited to investment in the County treasury pool of Los Angeles County.

Section 3.04. Contract With Certified Public Accountant . The Auditor -Controller of Los Angeles County shall serve as the Auditor of the Agency, unless and until otherwise determined by the Authority.

As required by Section 6505 of the Act, the Auditor shall make arrangements or contract with a certified public accountant or firm of certified public accountants for the annual audit of accounts and records of

Page 5 of 10 ends

the Agency. In each case, the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally -accepted auditing standards. W hen such an audit of accounts and records is made by a certified public accountant, a report thereof shall be filed with each Member and each officer of the Agency. Such a report shall be filed within six months of the end of the fiscal year under examination. Any costs of the audit, including contracts with, or employment of, certified public accountants in making an audit pursuant to this section, shall be borne by the Agency and shall be a charge against any unencumbered funds of the Agency available for that purpose.

Section 3.05. Officers in Charge of Records, Funds and Accounts. Pursuant to Sections 6505.1 of the Act, the Treasurer shall have charge of, handle , and have access to all accounts, funds and money of the Agency and all records of the A gency relating thereto. The Secretary shall have charge of, handle, and have access to all other records of the Agency.

Section 3.06. Legal Advisor. The County Counsel of Los Angeles County ("County Counsel") shall serve as legal advisor and counsel to the Agency. County Counsel may consult with counsel for the other Members as necessary, or as directed.

Section 3.07. Other Employees. The Board shall have the power by adoption of Bylaws to appoint and employ such other employees, consultants , and independent contractors as may be necessary for the purpose of this Agreement.

Section 3.08. Officers and Employees of the Agency. As required by Section 6513 of the Act, all of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers’ compensation, and other benefits that apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply t o the officers, agents, or employees of the A gency to the same degree and extent while engaged in the performance of any of the functions and other duties of such offices, agents, or employees under this Agreement with no additional compensation. None of the officers, agents, or employees directly employed by the Board shall be deemed, by reason of their employment by the Board, to be employed by any of the Members or, by reason of their employment by the Board, to be subject to any of the requirements of the Members.

ARTICLE IV

POWERS

Section 4.01. Creation of a Separate Legal Entity. As required in the Act, the Agency shall be a public entity separate from each of the Members in accordance with the meaning of California Government Code section 6503.5. Accordingly, there is hereby created a separate legal entity, which shall exercise its powers in accordance with the provision of this Agreement and applicable law.

Section 4.02. General Powers. The Agency shall exercise, in the manner herein provided, the powers that are common to each of the Members, or as otherwise permitted under the Act, and as is necessary to the accomplishment of the purpose, as provided in Section 2.01, Purpose, of this Agreement.

Section 4.02. Specific Powers. The Agency is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing general powers, including but not limited to, any or all of the following:

Page 6 of 10 ends

(a) to make and enter into contracts;

(b) to employ agents or employees;

(d) to acquire, by negotiated purchase or condemnation, construct, manage, maintain or operate any property, building, works, or improvements;

(e) to acquire, by negotiated purchase or condemnation, hold or dispose of property;

(f) to incur debts, liabilities or obligations, provided that no such debt, liability, or obligation shall constitute a debt, liability or obligation of the Members;

(g) to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States of America or of the State;

(h) to invest any money in the treasury pool as indicated in Section 3.03 of this Agreement; and

(i) to carry out and enforce all the provisions of this Agreement.

Section 4.03. Restrictions on Powers. Pursuant to Section 6509 of the Act, the above powers shall be subject to the restrictions upon the manner of exercising the power of one of the Members, which is designated as County of Los Angeles.

Section 4.04. Obligations of Agency . The debts, liabilities and obligations of the Agency shall not be the debts, liabilities and obligations of the Members.

Section 4.05. Successor in Interest to Predecessor JPA. It is the intent of the Members that, to the fullest extent possible, the High Desert Corridor Joint Powers Agency shall be the successor in interest in all ways to the Predecessor JPA, and any other mechanisms or sources with which the Predecessor Authority was funded and any other obligations or benefits derived therefrom, including, without limitation, the proposed April 14, 2022, Funding Agreement between Predecessor JPA and the Los Angeles County Metropolitan Transportation Authority for the High Desert Intercity Rail Corridor Environmental Work, Surface, Transportation Board Filing, and Predecessor JPA Administration costs.

ARTICLE V

POLICY AND TECHNICAL ADVISORY COMMITTEE

Section 5.01. Creation of Committee. There shall exist in the Agency a committee named the Policy and Technical Advisory Committee (PTAC). There shall be fourteen voting members of the PTAC who shall be appointed as follows: two each by the Members.

Section 5.02. Other Agencies. The PTAC may include other non- voting agencies that the Board may deem appropriate, including but not limited to Caltrans, San Bernardino Associated Governments, etc.

Page 7 of 10 ends

Section 5.03. Duties. The PTAC shall provide advice on policy and technical issues t o the Board and have such other and further duties as may be set forth in the Bylaws.

ARTICLE VI

CONTRIBUTIONS, ASSETS AND DISTRIBUTION UPON TERMINATION

Section 6.01. Contributions. The Members may make contributions from their treasuries for the purpose set forth in Section 2.01, Purpose, make payments of public funds to defray the cost of such purpose, make advances of public funds for such purpose, and/or use their personnel, equipment, or property in lieu of contributions or advances. The provisions of Section 6512.1 of the Act are hereby incorporated into this Agreement by reference.

Section 6.02. Distribution of Assets upon Termination. Upon termination of this Agreement and after resolution of all debts, liabilities and obligations, all money and other property, both real and personal, of the Agency shall, pursuant to Sections 6511 and 6512 of the Act, be divided among the Members proportional to the contributions made by the respective Members.

ARTICLE VII

LIABILITY, INDEMNIFICATION AND INSURANCE

Section 7.01. Agency Liability and Indemnification. The debts, liabilities, and obligations of the Agency shall not be the debts, liabilities, and obligations of the Members. The Board of Directors of the Agency, and the officers, employees , and staff of the Agency shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement.

They shall not be liable for any mistakes of judgment or any other action made, taken, or omitted by them in good faith, including without limitation, investment of Agency funds, or failure to invest. No member of the Board of Directors, and no officer or employee of the Agency , shall be responsible for any action taken or omitted by any other director, officer or employee. No director, officer or employee shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement, except as otherwise provided in Section 3.03. The Agency shall indemnify, defend, and hold harmless the individual Board of Director members, and the Agency 's officers and employees from any and all claims, actions, losses, damages , and/or liability arising from any actions or omissions taken lawfully and in good faith pursuant to this Agreement. The Agency shall indemnify, defend, and hold harmless each of the Members and their authorized officers, employees, agents, and volunteers from any and all claims, actions, losses, damages , and/or liability arising from the Agency ’s acts, errors , or omissions and for any costs or expenses incurred by any Member on account of any claim therefor, except where such indemnification is prohibited by law.

Section 7.02. Member Indemnification. P ursuant to the provisions of California Government Code Section 895 et seq., and except as required in Section 7.01, Agency Liability and Indemnification, herein, each Member agrees to defend, indemnify , and hold harmless each other Member from any liabili ty, claim,, or judgment for injury or damages caused by any negligent or wrongful act or omission of any

Page 8 of 10 ends

agent, officer, and/or employee of the indemnifying Member that occurs or arises out of the performance of this Agreement.

Section 7.03. Insurance. The Board shall provide for insurance covering liability exposure in an amount as the Board determines necessary to cover risks of activities of the Agency.

Section 7.04. Third Party Beneficiaries. This Agreement and the obligations hereto are not intended to benefit any party other than its Members, except as expressly provided otherwise herein. Only the signatories to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party’s performance or non-performance under this Agreement, except as expressly stated in this Agreement.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Notices. Notices hereunder shall be in writing and shall be sufficient if addressed to the offices listed below and shall be deemed given upon deposit into the U.S. mail, first class, postage prepaid:

Los Angeles County Fifth District Supervisor
869 Kenneth Hahn Hall of Administration
500 West Temple Street
Los Angeles, CA 90012

With a copy to: Los Angeles County Counsel
500 West Temple Street, Suite 648
Los Angeles, CA 90012

• The County of Los Angeles shall be represented by its Fifth District Supervisor. • Los Angeles County Metropolitan Transportation Authority (“Metro”) shall be represented by the sitting Metro Board Director representing the Northern Los Angeles County Cities Sector seat. • The City of Lancaster shall be represented by an individual selected by the Lancaster City Council. • The City of Palmdale shall be represented by an individual selected by the Palmdale City Council. • The City of Victorville shall be represented by an individual selected by the Victorville City Council.
• The City of Adelanto shall be represented by an individual selected by the Adelanto City Council. • The City of Apple Valley shall be represented by an individual selected by the Apple Valley City Council.

The Members may change the above addresses for notice purposes by written notification as provided above to each of the other Members. Said change of address may be filed with the Bylaws. Meeting notices and general correspondence may be served electronically.

Section 8.02. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State, and is to be so construed.

Page 9 of 10 ends

Section 8.03. Amendments. This Agreement may be amended at any time, or from time to time, by unanimous consent of all Members hereto.

Section 8.04. Severability. Should any part, term , or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State, or otherwise be rendered unenforceable or ineffectual, the valid ity of the remaining portions or provisions shall not be affected thereby.

Section 8.05. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members, respectively. No Member may assign any right or obligation hereunder without the unanimous consent of all Members.

Section 8.06. Section Headings. All Article and Section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing the language in the Section referred to or to define or limit the scope of any provision of this Agreement.

Section 8.07. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be deemed an original but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties he reto have caused this Agreement to be executed and attested by their duly authorized officers, and their official seal to be hereto affixed, as of the day and year written.

Page 10 of 10 ends

CITY OF LANCASTER,

LANCASTER, CALIFORNIA

By: ______________________________
R. Rex Parris, Mayor

ATTEST:

_______________________________________
City Clerk

APPROVED AS TO FORM:

_______________________________________
City Attorney

Dated: ___________________________

By: ______________________________
Jason Caudle, City Manager

Dated: ___________________________

STAFF REPORT
City of Lancaster
Date: June 14, 2022
To: Mayor Parris and City Council Members
From: George N. Harris II, Finance Director
Subject:Approval of the three-year Microsoft Enterprise Agreement with SHI International Corp.

Recommendation:

1. Approve a new three-year Microsoft Enterprise Agreement with SHI International Corp. to provide the licenses for the City’s necessary Microsoft Software functionality, which includes the use of Outlook, Office 365, Microsoft Teams, Exchange email, SQL Server, Visual Studio Pro, Microsoft Project, Windows Client and Server operating systems.

2. Authorize the City Manager and/or his designee, with the approval of the City Attorney to execute the Agreement and any other related documents or addendums.

Fiscal Impact:

The fiscal impact will be in the annual amount of $262,664.75 to be paid from account 112-4315- 302, and will be budgeted annually in the annual budget adoption process.

Background:

The City of Lancaster utilizes Microsoft (MS) software to operate desktop computers, servers, databases, office applications, integrated development environment tools, and cloud products to support the City’s computing environment. The contractual agreement between the City and MS, known as an Enterprise Agreement (EA), grants the City licenses to use the aforementioned Microsoft products. A typical EA is for a term of three years, at which time the agreement is re- entered to allow the continued use and support of MS products.

For over 19 years, the City has utilized an MS Enterprise Agreement to ensure proper licensing of MS software as well as the flexibility for growth as the organization expands. Through the Enterprise Agreement, City computers are licensed to connect to Windows servers both on- premise and in the cloud to share network resources, including storage, email, and printers, as well as a centralized repository for managing user access and computer configurations.

CC 19
06/14/2022
JC
Staff Report
March 8, 2022

Page 2 ends

GH:jh
Attachment: Microsoft EA Agreement

CITY OF LANCASTER
Pricing Proposal
Quotation #: 22001778
Reference #: #74539460
Created On: 5l1Ol2O22
Valid Until: 513112022
lnside Account Manager
Jovon Warren
290 Davidson Ave.

Somerset, NJ 08873
Phone: 800-527-6389 ext:21 1 3562
Fax:

Email: [email protected]
Oty Your Price Total
Joe Haggard
44933 N FERNAVENUE
ATTN: AP
Lancaster, CA 93534
United States
Phone: 661 7236057
Fax:

Emait [email protected]
All Prices are in US Dollar (USD)
Product
M365 G3 Unified FSA GCC Sub Per User
Microsoft - Part#: MD-34700
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-1 1/1 I
Coverage f erm'. 61112022 - 5131 12023
Note: ESD; Software - 12 Months
360 $318.63 $114,706.80
2 M365 G3 Unified GCC Sub Per User
Microsoft - Part#: AAD-34704
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-1 1/1 9
Coverage Term: 611 12022 - 5131 12023
Note: ESD; Software - 12 Months
190 $373.51 $70,966.90
3 Audio Conferencing Select Dial Out GCC Sub Add-on
Microsoft - Part#: NYH-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-00'| -1 1 /1 I
Coverage T erm: 611 12022 - 5131 12023
Note: ESD; Software - 12 Months
550 $0.00 $o.oo
4 Teams Phone Standard GCC Sub Per User
Microsoft - Part#: LK9-00003
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-00 1 -1 1 /1 I
Coverage Term: 61112O22 - 513112023
Note: ESD; Software - 12 Months
550 $72.12 $39,666.00
5 AzureprepaymentG ShrdSvr ALNG SubsVL MVL Commit Provision Microsoft - Part#: J5U-00004
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-1 1/1 I
Coverage f erm: 61112022 - 5131 12023
Note: ESD; Software - 12 Months
$0.00 $0.00
6 Pnct Std ALNG SA MVL
Microsoft - Part#: 076-01 912
2 $127.24 $254.48
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-1 1 /1 I
Coverage Term: 6l'112022 - 513112023
Note: ESD; Software - 12 Months
7 SQLSvrEntCore ALNG SA MVL 2Lic Corelic
Microsoft - Part#: 7JQ-00343
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001 -1 1 /1 I
Coverage Term: 61112022 - 513112023
Note: ESD; Software - 12 Months
4 $2,231.40 $8,925.60
8 SQLSvrStdCore ALNG SA MVL 2Lic Corelic
Microsoft - Part#: 7NQ-00292
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-1 1 /1 9
Coverage T erm 611 12022 * 5131 12023
Note: ESD: Software - 12 Months
23 $581 .91 $13,383.93
9 TeamsRoomsStandGCC ShrdSvr ALNG SubsVL MVL PerDvc
Microsoft - Part#: MQH-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-1 1/1 I
Coverage Term: 61112022 - 513112023
Note: ESD; Software - 12 Months
$135.32 $135.32
10 VSPToSUbMSDN ALNG SAMVL
Microsoft - P arl#: 77 D-001 1 1
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-OO1 -1 1 I 19
Coverage T erm 611 12022 - 5131 12023
Note: ESD; Software - 12 Months
1 $304.76 $304.76
11 Wn Server DC Core ALng SA 2L
Microsoft - Part#: 9EA-00278
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-OO1 -1 1 I 19
Coverage Term: 61112022 - 513112023
Note: ESD; Software - 12 Months
112 $124.94 $13,993.28
12 \Mn Server External Connector ALng SA
Microsoft - Part#: R39-00396
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-1 1/1 9
Coverage f erm 61112022 - 513112023
Note: ESD; Software - 12 Months
1 $327.68 $327.68
Subtotal $262,664.75
Shipping $0.00
"Tax $0.00
Total $262,664.75
*Tax is estimated. lnvoice will include the full and final tax due.

Additional Comments
Please note, if Emergency Connectivity Funds (ECF) will be used to pay for all or part of this quote, please let us know as we will need to ensure compliance with the funding program.

Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations.

Thank you for choosing SHI lnternational Corp! The pricing offered on this quote proposal is valid through the expiration date listed above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI lnside Sales Representative at (888)7444084. SHI lnternational Corp. is 100% Minority Orned, Woman Owned Business. TAXID#22-3009648;DUNS#61-1429481; CCR#61-243957G;CAGE 1HTFO The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.
!r vticrosoft
Program Signature Form
Volume Licensing
MBA/MBSA number
Agreement number
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new.

For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, lnstitution, or other party entering into a volume licensing program agreement.

This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.

By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. * indicates required field

Page 1 ends

Document X20-12883
8084445
5-000000861 9733
Enterprise Enrollment (l ndirect) x20-1 0635
Enterprise Amendment M97,M423 (NEW)
Product Selection Form 1 197042.005 PSF
Number or CodeContract Document
Name of Entity (must be legal entity name)* City of Lancaster Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Tax lD
Customer
Microsoft Corporation
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affi liate countersigns)
Signature
Agreement Effective Date
(may be different than Microsoft's signature date)
Microsoft Affiliate
ProgramSignForm(MSSign)(NA,LatAm)ExBRA, MLI(ENG)(May2020) Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Gustomer
Optional 2nd Customer signature or Outsourcer signature (if applicable) * indicates required field
* indicates required field
lf Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.

Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
Page
Document X20-
2of2
12883
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Outsourcer
ProgramSignForm(MSSign)(NA, LatAm)ExBRA, MLI (ENG)(May2020) !!f!! vtigosoft
Enterprise Enrollment
Volume Licensing
State and Local
Enterprise Enrollment number
(Microsoft to complete)
Previous Enrollment number
(Reseller to complete)
63807044
74539460
Framework lD
(if applicable)
This Enrollment must be attached to a signature form to be valid.

This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form.

This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact lnformation Form, Previous AgreemenVEnrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.

All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. ln the event of any conflict the terms of this Agreement control.

Effective date. lf Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. lf this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect.

Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term.

Terms and Conditions
1 Definitions.

Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment:
"Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment.
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements.

Page 1 of 10 ends

Document X20-1 0635
EA2020 1 EnrGov(US)SLG(ENGXOct201 9)
Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service.
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program.
"Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity.
"Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National lnstitute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms.
"lndustry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.9. a computer-aided design program used by an architect or a point of sale program) ("lndustry Program"). The device may include features and functions derived from Microsoft software or third-party software. lf the device performs desktop functions (such as email, word processing, spreadsheets, database, network or lnternet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the lndustry Program functionality; and (2) must be technically integrated with the lndustry Program or employ technically enforced policies or architecture to operate only when used with the lndustry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VDl"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an lndustry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.9., lndustry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.9., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. lt does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre* and post-transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation.

Page 2 of 10 ends

Document X20-1 0635
EA20201 EnrGov(US)SLG(ENGXOct201 9)
2 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of lnterior by virtue of its status as an lndian tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.
"Volume Licensing Site" means http://www.microsoft.com/licensinq/contracts or a successor site.

Order requiremenfs.
a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services.
(i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License).
(ii) Enterprise Online Services only. lf no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft.
f. Adding Products.
(i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use.

Page3of10
Document X20-10635
EA20201 EnrGov(US)SLG(ENGXOct20 1 9)
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or (2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. lf there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true-up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders.

Step-up Licenses do not count towards this total count. 2l For Enterprise Online Services that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. lf the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. lnvoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative.
(vi) True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third- year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate Page4of10
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EA20201 EnrGov(US)SLG(ENGXOct2O1 9)
3 may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period.
(vii)Late true-up order. lf the true-up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process.
(ii) lf step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true-up order process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement.

Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term.

4. Payment terms.

For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5, End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment.
b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.

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Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. lf Enrolled Affiliate elects not to renew.
(i) Software Assurance. lf Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month-to-month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price as of the Expiration Date plus a 3% administrative fee for up to one year. lf Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date.
2l Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. lf Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. ln addition, it shall be a breach of this Enrollment if Enrotled Affiliate or any Atfiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community.
e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement.

For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination.

Govern ment Com m u n ity CIou d.
a. Community requirements. lf Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. Allterms and conditions applicable to non-Government Community Cloud Services also apply Page6of10
Document X20-1 0635

6. EA20201 EnrGov(US)SLG(ENGXOct201 9)
to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Gloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights:
(i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States.

Page7of10
Document X20-10635
EA2020 1 En rGov(US)SLG(ENGXOcI2O 1 9)
Enrollment Details
1 Enrol led Affiliate's Enterpri se.
a. ldentify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities.

Check only one box in this section. lf no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. lf more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:
tr Enrolled Affiliate only
tr Enrolled Affiliate and allAffiliates
tr Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise):
tr Enrolled Affiliate and allAffiliates, with following Affiliate(s) excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: lnclude future Affiliates

2. Contact information.

Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (") indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https ://www. m icrosoft . com/l icensi n g/servicecente r. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Lancaster Contact name* First Joe Last Haggard
Contact email add ress* j haggard@cityoflancasterca. org Street address* 44933 Fern Avenue
City* Lancaster
State* CA
Postaf code* 93534-2461 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* (661) 723-6060
Tax lD
" indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order.

Page8of10
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E Same as primary contact (default if no information is provided below, even if the box is not checked).

Contact name* First Joe Last Haggard
Gontact email address* jhaggard@cityoflancasterca. org
Street address* 44933 Fern Avenue
City* Lancaster
State* CA
Postaf code* 93534-2461 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* (661) 723-6060
Language preference. Choose the language for notices. English tr This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates.* indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order.

Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked)
Contact name*: First Joe Last Haggard
Gontact email add ress* j haggard@cityoflancasterca. org Phone* (661) 723-6060
tr This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity.
* indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:

Reseller company name* SHI lnternational Corp.

Street address (PO boxes will not be acceptedf 290 Davidson Ave City* Somerset
State* NJ
Postaf code* 08873-4145
Country* United States
Gontact name* Brandon Barkley
Phone* 888-764-8888
Contact email address* [email protected]* indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct.

Signature*
Printed name*
Printed title*
Date*
* indicates required fields
Ghanging a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Atfiliate must choose a replacement Reseller. lf Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the Page9of10
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EA20201 EnrGov(US)SLG(ENGXOct201 9)
other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.
e. lf Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact lnformation form. Otherwise, the notices contact and Online Administrator remains the default.
(:) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
3, Financing elections.
ls a purchase under this Enrollment being financed through MS Financing? E Yes, tr No. lf a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft.

Page 10 of 10 ends

Document X20-1 0635
EA20201 EnrGov(US)SLG(ENGXOct20 1 9)
Enterprise Enrollment Product Selection Form Microsoft Volume Licensing Proposal lD Enrollment Number
1197042.005
Language: English (United
NOTES
Unless otherwise indicated in the associated contract documents, the pnce level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below:

Page 1 ends

MS Quote
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:

Profile Qualified
Devices Qualifled Users Device / User
Ratio Enterprise Product Platform CAL Licensing
Model
Enterprise 550 550 1.0 No [Jser Licenses
Products Enterprise Quantity
Microsoft 365 Enterprise
M365 G3 GCC USL Unified 190
M365 G3 GCC FromSA Unified 360
Enrolled Affiliate's Product Quantities:

Price Group I 2 J 4
Enterprise Products Office Professronal Plus +
ili1365 Apps for Enterprise +
Office 365 (Plans E3 and E5) +
Mlicrosoft 365 Enterprise
Client Access License +
Cffice 365 (Plans E1, E3
and E5) + Microsoft 365
Enterprise
Client Access
License + Wndows
lntune + EMS USL +
Microsoft 365
Enterprise
WnE3+WnE5+
Wn VDA +
Microsoft 365
Enterprise
Auantity 550 550 550 550
Enrolled Affiliate's Price Level:

Product Offering / Pool Price Level
Enterprise Products and Enterprise Online Services USLS: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D
Additional Product Seruer Pool: Unless otherwise indicated in associated contract documents, Price level set Jsing the highest quantity from Group 2 or 3. D
Additional Product Systems Pool: Unless otheruise indicated in associated contract documents, Price level set rsing quantity from Group 4. D
EA-EAS ProdSelForm(\MA/)(E N G)
Quantity of Licenses and Software Assurance Price Level 2,399 and below A
2,400 to 5,999 B
6,000 to 14,999 c
'15,000 and above D
Note l: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these l]ay be purchased.

Note 2: lf Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, :he price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying 3ovemment Entity Addendum pricing provision for more details on price leveling.

Enterprise Enrollment Product Selection Form Microsoft | volur" Licensing

Page 2 of 2 ends

MS QuoteEA-EAS P rod Sel Form (\rVlA/) (E N G)
!r vticrosoft Volume Licensing
Amendment to Contract Documents
Enrollment Number
5-000000861 9733
These amendments are entered into between the parties identified on the attached program signature form. They amend the Enrollment or Agreement identified above. All terms used but not defined in these amendments will have the same meanings provided in that Enrollment or Agreement.

Enterprise Enrollment (l ndirect)
lnvoice for Quoted Price
Amendment lD M97
The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. lf this order is submitted later than the estimated order submission date, Enrolled Affiliate's Reseller will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller.

SKU Number SKU Description Existing Quantity lncremental ouantities
AAD-34700 M365 G3 Unified FSA
GCC Sub Per User
360
AAD-34704 M365 G3 Unified GCC
Sub Per User
190
NYH-00001 Audio Conferencing
Select Dial Out GCC Sub
Add-on
550
J5U-00004 AzureprepaymentG
ShrdSvr ALNG SubsVL
MVL Commit Provision
1 LK9-00003 Teams Phone Standard
GCC Sub Per User
550
MQH-00001 TeamsRoomsStandGCC
ShrdSvr ALNG SubsVL
MVL PerDvc
1 Amendmen[App v4.0 M97,M423

Page 1 ends

Enterprise Enrollment
Multiple Azure Billing Tenants Under a Single
Enrollment
Amendment lD M423

1. Definitions
"Azure Billing Tenant" means the environment established by Microsoft on its multi-tenant servers from which a customer accesses Microsoft Azure Services.
"Lead Enrollment" means the Enrollment identified above. "Billing Tenant Enrollment" means the enrollment associated with an Azure Billing Tenant established for a Tenant Affiliate under this Amendment.
"Tenant Administrator" means any licensed user of an Azure Billing Tenant that has its role set to "Global Administrator" in the profile settings in the Tenant User Administration page of the tenant portal. "Tenant Affiliate" means an Affiliate, department, or any user group included in the Enrolled Affiliate's Enterprise who will access the Azure Billing Tenant that is identified in the Tenant lnformation Excel Form attached as an Appendix to this Amendment.

2. The parties agree to the following Billing Tenant Enrollment Terms as follows:
a. Tenant Affiliate Access and Enrolled Affiliate Obligations. Each Tenant Affiliate may access each Azure Billing Tenant and its corresponding Billing Tenant Enrollment identified in the Tenant lnformation Excel Form attached as an Appendix to this Amendment. Enrolled Affiliate acknowledges and agrees that: (i) it is the sole Enrolled Affiliate; (ii) it is the sole Licensee with respect to each Billing Tenant Enrollment; and, (iii) it is solely responsible for ensuring that each of its Tenant Affiliate's comply with the terms and conditions set forth in the Lead Enrollment and any subsequent amendment hereof.
b. Tenant Administrator User Gredentials. Each Tenant Administrator must have its own, unique, login credential and shall manage each Azure Billing Tenant separately. No two Azure Billing Tenants may share one Tenant Administrator login credential or data object(s). c. Azure Prepayment. Each Tenant Affiliate can purchase an Azure Prepayment; however, the allocated funds for such commitment cannot be transferred between Azure Billing Tenants and Tenant Affiliates.
d. Purchasing
(i) Purchase elioibilitv. Billing Tenant Enrollments may only be used to purchase Microsoft Azure Services and Microsoft Azure Services Plans.
(ii) Pricinq. The price for Microsoft Azure Services and Microsoft Azure Services Plans purchased under a Billing Tenant Enrollment will be based on the pricelist current as of the Billing Tenant Enrollment Effective Date. Any price adjustment to a Billing Tenant Enrollment will be applicable only to that Billing Tenant Enrollment. (iii) lnitial Order. Each Billing Tenant Enrollment must include an initial order. (iv) Billinq Tenant Enrollment Effective Date. The effective date of a Billing Tenant Enrollment will be the processing date of the initial order. e. Orders. Enrolled Affiliate must submit separate orders, on behalf of each Billing Tenant Enrollment. Orders shall be governed by the terms set forth in the Lead Enrollment, except as B

Page 2 of 3 ends

AmendmentApp v4.0 M97,M423
specified in this Amendment. Orders are not transferrable between Billing Tenant Enrollments.

Billing Tenant Enrollment acceptance and order reminders will be sent to the contact(s) identified on the Lead Enrollment only.
f. Notices Contact and Online Services Manager. Each Billing Tenant Enrollment, shall have its own Notices Contact and Online Services Manager as listed in the Tenant lnformation Excel Form attached as an Appendix to this Amendment. The Notices Contact and Online Services Manager is authorized to manage the Microsoft Azure Services obtained under the related Billing Tenant Enrollment.
g. The expiration date, anniversary dates, payment dates and applicable taxes for each Billing Tenant Enrollment shall be the same as in the Lead Enrollment. h. Warning: lf the Online service Manager Contact is third party (not Enrolled Affiliate) please be aware that this contact receives personally identifiable information of the Customer and it Affiliates.

This Amendment must be aftached to a signature form and accompanies by the Tenant Information Excel Form to be valid. The Number of Tenant (s) listed in the Tenant lnformation Excel form file is:1
Appendix Tenant lnformation Excel Form is attached
Except for changes made by these amendments, the Enrollment or Agreement identified above remains unchanged and in full force and effect. lf there is any conflict between any provision in these amendments and any provision in the Enrollment or Agreement identified above, these amendments shall control.

This Amendment must be attached to a signature form to be valid.

Microsoft lnte
B

Page 3 of 3 ends

(M 97) E nrAmend(l nd)(l nvoiceforQ uoted Price)(
\ A/VXE N GXOct2020Xl U). docx
M97 B
(M423) EnrM ultiTenant(M ultipleAzureBillingTe
nantsUnderASingleEnrollment)(WW) (E NG) (M
a12022)(lU).docx
M423 PLSS
AmendmentApp v4-0 M97.M423
!r Microsoft Volume Licensing
Previous Enrollment(s)/Agreement(s) Form
Entity Name: City of Lancaster
Contract that this form is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, lnstitution, or other party entering into a volume licensing program agreement.

Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (nof the SA manager) and the program codes, to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers.
d. The date of the earliest expiring EnrollmenUAgreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring EnrollmenUAgreement with SA or Online Services in the appropriate fields of the new contract.

Page 1 of 1 ends

Document X20-12873
Standard Enrollment 74539460 X X
Enrollment/AgreemenU
Purchasing Account/Affiliate
Registration Description
EnrollmenUAgreement/
Purchasing AccounUAffiliate
Registration Public Customer
Number
Transfer
SA Benefit
Contact
Transfer
MSDN
Subscribers
PrevEnrAgrForm(\lVW)(ENG)(Oct201 9)

STAFF REPORT
City of Lancaster
CC 20
6/14/2022
JC
Date: June 14, 2022
To: Mayor Parris and City Council Members
From: Sonya Patterson, Director – Parks, Arts, Recreation, & Community Services Subject:Cell Tower Modification and Expansion at the James. C. Gilley Lancaster National Soccer Center
Recommendation:

1. Approve the second amendment to the lease agreement with T-Mobile West Tower LLC, by and through its Attorney in Fact, CCTMO LLC, at James C. Gilley Lancaster National Soccer Center (LNSC).

2. Accept a one-time sign-on bonus of $7,000 and additional $500 in monthly rent to revenue account 101-3402-100.

3. Authorize City Manager, or his designee, to sign all agreements and associated documents.

Fiscal Impact:

Increased revenue in the amount of $6,000 annually, plus a one-time signing bonus of $7,000.

Background:

CCTMO LLC, the nation’s largest provider of shared communications infrastructure, including cell towers, has leased land at LNSC, located at 43000 30th Street East, Lancaster, CA 93535, from the City since 2004.

To better serve the public and minimize the number of towers in the area, CCTMO LLC plans to modify and expand its existing lease area at LNSC. The expansion will include an additional 6’ x 8’ parcel of real property adjacent to the existing premises. The modification will involve a sublease to Dish Wireless, LCC.

In exchange for the lease of land, CCTMO LLC has agreed to pay five hundred dollars ($500) per month in additional rent, following construction, with an escalation of 2.8% per year beginning in 2028. In addition, the City will receive a sign-on bonus of $7,000.

The lease will be amended to add five (5) renewal terms of five (5) years each with final expiration in 2060, with the right to terminate with written notice and an opportunity for the right of first 9 4
2 refusal in response to cell tower proposals at the site. Otherwise, the terms of the original lease and the first amendment shall remain the same.

Attachments:

Second Amendment
Memorandum of Second Amendment
Letter of Authorization
Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 1

SECOND AMENDMENT TO

COMMUNICATIONS SITE LEASE AGREEMENT

THIS SECOND AMENDMENT TO COMMUNICATIONS SITE LEASE
AGREEMENT (the “Second Amendment”) is made effective this ____ day of ______________, 2022 (“Effective Date”), by and between THE CITY OF LANCASTER, a municipal corporation, corporate and politic (hereinafter referred to as “Lessor”) and T-MOBILE WEST TOWER LLC, a Delaware limited liability company , by and through its Attorney In Fact, CCTMO LLC , a Delaware limited liability company (hereinafter referred to as “Lessee”).

RECITALS
WHEREAS, Lessor and Pacific Bell Wireless, LLC, a Nevada limited liability company d/b/a Cingular Wireless (“Original Lessee”) entered into a Communications Site Lease Agreement dated September 28, 2004 (the “ Original Lease”) whereby Original Lessee leased certain real property, together with access and utility easements, located in Los Angeles County, California from Lessor (the “Premises”), all located within certain real property owned by Lessor (“Lessor’s Property”); and
WHEREAS, the Original Lease was amended by that certain First Amendment to Communications Site Lease Agreement dated November 9, 2004 (“First Amendment ”) (hereinafter the Original Lease and First Amendment are collectively referred to as the “Lease”); and
WHEREAS, T-Mobile West Tower LLC is currently the Lessee under the Lease as successor in interest to the Original Lessee; and
WHEREAS, the Premises may be used for the purpose of constructing, maintaining and operating a communications facility, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and uses incidental thereto; and
WHEREAS, the Lease had an initial term that commenced on November 8, 2005 and expired on November 7, 2010. The Lease provides for five (5) extensions of five (5) years each, three (3) of which were exercised by Lessee. According to the Lease, the final extension expires on November 7, 2035; and
WHEREAS, Lessor and Lessee desire to amend the Lease on the terms and conditions contained herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Lessor and Lessee agree as follows:

1. Recitals; Defined Terms. The parties acknowledge the accuracy of the foregoing recitals. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Lease.

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 2

2. Term. Section 4 of the Lease is hereby deleted in its entirety and replaced with the following:

The initial term of this Lease shall be for a period of five (5) years commencing on November 8, 2005 (“Commencement Date”) and expiring on November 7, 2010 (the “Term”). At the conclusion of the Term, Lessee shall be entitled to ten (10) extensions of five (5) years each , with the final lease extension expiring on November 7, 2060 (each extension is referred to as a “Renewal Term”). Each Renewal Term shall be on the same terms and conditions as set forth herein. The Term shall automatically be extended for each successive Renewal Term unless Lessee notifies Lessor in writing of its intention not to renew at least thirty (30) days prior to the expiration of the then current five year term.

Lessor and Lessee hereby acknowledge that Lessee has exercised three (3) Renewal Term s, leaving a balance of seven (7) Renewal Terms.

3. Consent to Sublease. In accordance with Section 13 of the Original Lease, Lessor hereby consents to the sublease of a portion of the Premises to Dish Network Corporation or an affiliate or subsidiary (the “Dish Subtenant ”) for purposes of installation, maintenance and replacement of equipment, antennas, cables, fiber, and related accessories on the Premises for the operation of a wireless communications facility thereon. As used herein, the term “sublease” includes any arrangement by which a third party can collocate its equipment at the Premises, whether it is by sublease, license, easement or any other agreement or arrangement.

4. First Additional Lease Area. The existing Premises is hereby expanded in size to include additional space, which consists of a 6’ x 8’ or forty-eight (48) square foot parcel of real property adjacent to the existing Premises at a location more particularly described on Exhibit A-1 attached hereto and shown on the Site Plan attached hereto as Exhibit B (the “First Additional Lease Area ”). The Premises, as expanded, is described on Exhibit A-2 attached hereto.

Notwithstanding anything to the contrary in this Second Amendment, Lessee is not relinquishing any rights to any lease area, access easements, and/or utility easements that it possesses prior to the date of this Second Amendment. In the event the location of any of Lessee’s or its sublessees’ existing improvements, utilities, and/or access routes are not depicted or described on the Site Plan and/or legal descriptions, Lessee’s leasehold rights and access and utility easement rights over such areas shall remain in full force and effect and the Premises shall be deemed to include such areas.

5. First Additional Rent. In consideration of the lease of the First Additional Lease Area, Lessee shall pay to Lessor the amount of Five Hundred and 00/100 Dollars ($ 500.00) per month (“First Additional Rent”), beginning on the first (1st) day of the first (1st) month following commencement of installation of improvements within the First Additional Lease Area and continuing thereafter until the earlier of (i) the expiration of the Lease Term; or (ii) the “Return of the First Additional Lease Area” as set forth below. The First Additional Rent shall be due and payable concurrently with the monthly Rent set forth in the Lease, as amended, for so long as such First Additional Rent is payable to Lessor as set forth herein. Commencing on July 1, 2028, and on the anniversary of such date every year thereafter, the First Additional Rent shall escalate by Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 3
an amount equal to two and eight tenths percent (2.8%) of the First Additional Rent payable during the immediately preceding month.

6. Right to Return the First Additional Lease Area . Lessee shall have the option, upon thirty (30) days prior written notice to Lessor, in its sole an d absolute discretion, to return the First Additional Lease Area to the Lessor and to terminate the lease of the same by removing all improvements from the First Additional Lease Area and returning same to its condition as of the Effective Date, ordinary w ear and tear excepted (the “ Return of the First Additional Lease Area”). Effective upon removal of all improvements from the First Additional Lease Area, the First Additional Rent shall cease and will no longer be due or payable.

7. Right of First Refusal. If Lessor receives an offer that it intends to accept from any person or entity that owns towers or other wireless telecommunications facilities (or is in the business of acquiring Lessor’s interest in the Lease) to purchase fee title, an easement, a lease, a license, or any other interest in the Premises, or Lessor’s interest in the Lease, or an option for any of the foregoing, Lessor shall provide written notice to Lessee of said offer, and Lessee shall have a right of first refusal to acquire such interest, including all of Lessor 's right, title and interest in the Lease, on the same terms and conditions in the offer, excluding any terms or conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to de feat or undermine Lessee's possessory or economic interest in the Premises. If Lessor's notice covers portions of Lessor’s Property beyond the Premises, Lessee may elect to acquire an interest in only the Premises, including all of Lessor's right, title and interest in the Lease, and the consideration shall be pro-rated on an acreage basis. Lessor’s notice shall include the prospective buyer’s name, the purchase price and/or other consideration being offered, the other terms and conditions of the offer, the due diligence period, the proposed closing date and, if a portion of Lessor’s Property is to be sold, leased or otherwise conveyed, a description of said portion. If the Lessor's notice shall provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier than fifteen (15) days thereafter. If Lessee does not exercise its right of first refusal by written notice to Lessor given within thirty (30) days, Lessor may convey the property as described in the Lessor's notice. If Lessee declines to exercise its right of first refusal, then the Lease shall continue in full force and effect and Lessee's right of first refusal shall survive any such conveyance. Lessee shall have the right, at its sole discretion, to assign the right of first refusal to any person or entity, either separate from an assignment of the Lease or as part of an assignment of the Lease. Such assignment may occur either prior to or after Lessee’s receipt of Lessor’s notice and the assignment shall be effective upon written notice to Lessor.

8. Conditional Signing Bonus. Lessee will pay to Lessor a one-time amount of Seven Thousand and 00/100 Dollars ($ 7,000.00) for the full execution of this Second Amendment, payable within sixty (60) days of the full execution of this Second Amendment (“Conditional Signing Bonus”). In the event that this Second Amendment (and any applicable memorandum of Lease and/or amendment) is not fully executed by both Lessor and Lessee for any reason, Lessee shall have no obligation to pay the Conditional Signing Bonus to Lessor.

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 4

9. Representations, Warranties and Covenants of Lessor. Lessor represents, warrants and covenants to Lessee as follows:
a) Lessor is duly authorized to and has the full power and authority to enter into this Second Amendment and to perform all of Lessor’s obligations under the Lease as amended hereby. b) Lessee is not currently in default under the Lease, and to Lessor ’s knowledge, no event or condition has occurred or presently exists which, with notice or the passage of time or both, would constitute a default by Lessee under the Lease. c) Lessor agrees to provide such further assurances as may be requested to carry out and evidence the full intent of the parties under the Lease as amended hereby, and ensure Lessee’s continuous and uninterrupted use, possession and quiet enjoyment of the Premises under the Lease as amended hereby.
d) Lessor acknowledges that the Premises, as defined, shall include any portion of Lessor’s Property on which communications facilities or other Lessee improvements exist on the date of this Second Amendment.

10. Notices. Lessee’s notice address as stated in Section 17 of the Original Lease is amended as follows:

If to Lessee: With a copy to:

T-Mobile West Tower LLC T-Mobile West Tower LLC
12920 S.E. 38th Street c/o CCTMO LLC
Bellevue, WA 98006 Attn: Legal – Real Estate Department Attn: Leasing Administration 2000 Corporate Drive
Canonsburg, PA 15317

11. IRS Form W-9. Lessor agrees to provide Lessee with a completed IRS Form W-9, or its equivalent, upon execution of this Second Amendment and at such other times as may be reasonably requested by Lessee. In the event the Lessor’s Property is transferred, the succeeding Lessor shall have a duty at the time of such transfer to provide Lessee with a completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in the rent to the new Lessor. Lessor’s failure to provide the IRS Form W-9 within thirty (30) days after Lessee’s request shall be considered a default and Lessee may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from rent payments.

12. Letter Agreement. This Second Amendment supersedes that certain Letter Agreement by and between Lessor and Lessee dated December 13, 2021, and in case of any conflict or inconsistency between the terms and conditions contained in the Letter Agreement and the terms and conditions contained in this Second Amendment, the terms and conditions in this Second Amendment shall control.

13. Counterparts. This Second Amendment may be executed in separate and multiple counterparts, each of which shall be deemed an original but all of which taken together shall be deemed to constitute one and the same instrument.

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 5

14. Remainder of Lease Unaffected. In all other respects, the remainder of the Lease shall remain in full force and effect. Any portion of the Lease that is inconsistent with this Second Amendment is hereby amended to be consistent.

15. Recordation. Lessee, at its cost and expense, shall have the right to record a memorandum of this Second Amendment in the official records of Los Angeles County, California at any time following the execution of this Second Amendment by all parties hereto. In addition, Lessee shall have the right in its discretion, to re cord a notice of lease, affidavit or other form to be determined by Lessee without Lessor’s signature in form and content substantially similar to the memorandum, to provide record notice of the terms of this Second Amendment.

[Signature pages follow]

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 6
Lessor and Lessee have caused this Second Amendment to be duly executed on the day and year first written above.

LESSOR:

THE CITY OF LANCASTER, a municipal
corporation, corporate and politic

By:

Print Name:

Title:

Lessor affirms that this Second Amendment
was approved at a duly noticed public
meeting held on ______________ 2022

[Lessee Execution Page Follows]
Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 7
This Second Amendment is executed by Lessee as of the date first written above.

LESSEE:

T-MOBILE WEST TOWER LLC, a
Delaware limited liability company

By: CCTMO LLC, a Delaware limited
liability company
Its: Attorney In Fact

By:

Print Name:

Title:

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 8
EXHIBIT A-1
(Legal Description of First Additional Lease Area)

A PORTION OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 30, TOWNSHIP 7 NORTH, RANGE 11 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF

LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A BRASS CAP FLUSH AT THE CENTERLINE INTERSECTION OF AVENUE L & 30TH STREET EAST, THENCE NORTH 00 DEGREES 18 MINUTES 42 SECONDS WEST A DISTANCE OF 1156.56 FEET TO A POINT;

THENCE DEPARTING THE CENTERLINE OF 30TH STREET EAST, SOUTH 89 DEGREES 36 MINUTES 00 SECONDS WEST A DISTANCE OF 1901.19 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 10.83 FEET TO THE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF

6.00 FEET TO A POINT;

THENCE SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 8.00 FEET TO A POINT;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 6.00 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 8.00 FEET TO THE POINT OF BEGINNING;

SAID PARCEL CONTAINS 48 SQUARE FEET OR 0.011 ACRES OF LAND MORE OR LESS.

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 9
EXHIBIT A-2
(Legal Description of Premises, as expanded)

DESCRIPTION OF PREMISES, AS EXPANDED (comprised of Tower Lease Area, Lease Premises and First Additional Lease Area)

TOWER LEASE AREA

A PORTION OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 30, TOWNSHIP 7 NORTH, RANGE 11 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF

LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A BRASS CAP FLUSH AT THE CENTERLINE INTERSECTION OF AVENUE L & 30TH STREET EAST, THENCE NORTH 00 DEGREES 18 MINUTES 42 SECONDS WEST A DISTANCE OF 1156.56 FEET TO A POINT;

THENCE DEPARTING THE CENTERLINE OF 30TH STREET EAST, SOUTH 89 DEGREES 36 MINUTES 00 SECONDS WEST A DISTANCE OF 1901.19 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 10.83 FEET TO A POINT;

THENCE CONTINUING SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 6.00 FEET TO A POINT;

THENCE SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 2.49 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 2.36 FEET TO THE POINT OF BEGINNING;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 10.27 FEET TO A POINT;

THENCE SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 6.69 FEET TO A POINT;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 10.27 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 6.69 FEET TO THE POINT OF BEGINNING;

SAID PARCEL CONTAINS 69 SQUARE FEET OR 0.0016 ACRES OF LAND MORE OR LESS.

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 10

LEASE PREMISES

A PORTION OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 30, TOWNSHIP 7 NORTH, RANGE 11 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF

LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A BRASS CAP FLUSH AT THE CENTERLINE INTERSECTION OF AVENUE L & 30TH STREET EAST, THENCE NORTH 00 DEGREES 18 MINUTES 42 SECONDS WEST A DISTANCE OF 1156.56 FEET TO A POINT;

THENCE DEPARTING THE CENTERLINE OF 30TH STREET EAST, SOUTH 89 DEGREES 36 MINUTES 00 SECONDS WEST A DISTANCE OF 1913.19 FEET TO THE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 26.00 FEET TO A POINT;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 27.00 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 26.00 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 27.00 FEET TO THE POINT OF BEGINNING;

SAID PARCEL CONTAINS 702 SQUARE FEET OR 0.0161 ACRES OF LAND MORE OR LESS.

FIRST ADDITIONAL LEASE AREA

A PORTION OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 30, TOWNSHIP 7 NORTH, RANGE 11 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF

LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A BRASS CAP FLUSH AT THE CENTERLINE INTERSECTION OF AVENUE L & 30TH STREET EAST, THENCE NORTH 00 DEGREES 18 MINUTES 42 SECONDS WEST A DISTANCE OF 1156.56 FEET TO A POINT;

THENCE DEPARTING THE CENTERLINE OF 30TH STREET EAST, SOUTH 89 DEGREES 36 MINUTES 00 SECONDS WEST A DISTANCE OF 1901.19 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 10.83 FEET TO THE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 6.00 FEET TO A POINT;

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 11
THENCE SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 8.00 FEET TO A POINT;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 6.00 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 8.00 FEET TO THE POINT OF BEGINNING;

SAID PARCEL CONTAINS 48 SQUARE FEET OR 0.011 ACRES OF LAND MORE OR LESS.

CONTAINING A COMBINED TOTAL OF 1,299 SQUARE FEET, MORE OR LESS.

8’ UTILITY EASEMENT

A PORTION OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 30, TOWNSHIP 7 NORTH, RANGE 11 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF

LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A BRASS CAP FLUSH AT THE CENTERLINE INTERSECTION OF AVENUE L & 30TH STREET EAST, THENCE NORTH 00 DEGREES 18 MINUTES 42 SECONDS WEST A DISTANCE OF 1156.56 FEET TO A POINT;

THENCE DEPARTING THE CENTERLINE OF 30TH STREET EAST, SOUTH 89 DEGREES 36 MINUTES 00 SECONDS WEST A DISTANCE OF 1901.19 FEET TO A POINT;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 8.46 FEET TO THE POINT OF BEGINNING;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 8.00 FEET TO A POINT;

THENCE NORTH 89 DEGREES 17 MINUTES 44 SECONDS EAST A DISTANCE OF 471.68 FEET TO A POINT;

THENCE SOUTH 45 DEGREES 24 MINUTES 06 SECONDS EAST A DISTANCE OF 55.19 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 1350.46 FEET TO A POINT ON THE WESTERLY PUBLIC RIGHT OF WAY OF 30TH STREET EAST;

THENCE ALONG SAID PUBLIC RIGHT OF WAY, SOUTH 00 DEGREES 18 MINUTES 42 SECONDS EAST A DISTANCE OF 8.00 FEET TO A POINT;

THENCE DEPARTING SAID RIGHT OF WAY, SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 1353.76 FEET TO A POINT;

THENCE NORTH 45 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 55.17 FEET TO A POINT;
Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 12

THENCE SOUTH 89 DEGREES 17 MINUTES 44 SECONDS WEST A DISTANCE OF 468.38 FEET TO A POINT TO THE POINT OF BEGINNING;

SAID PARCEL CONTAINS 15,019 SQUARE FEET OR 0.3448 ACRES OF LAND MORE OR LESS.

NON-EXCLUSIVE ACCESS & UTILITY EASEMENT

A PORTION OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF SECTION 30, TOWNSHIP 7 NORTH, RANGE 11 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF

LANCASTER, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A BRASS CAP FLUSH AT THE CENTERLINE INTERSECTION OF AVENUE L & 30TH STREET EAST, THENCE NORTH 00 DEGREES 18 MINUTES 42 SECONDS WEST A DISTANCE OF 1156.56 FEET TO A POINT;

THENCE DEPARTING THE CENTERLINE OF 30TH STREET EAST, SOUTH 89 DEGREES 36 MINUTES 00 SECONDS WEST A DISTANCE OF 1913.19 FEET TO THE POINT OF BEGINNING;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 32.94 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 80.21 FEET TO A POINT;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 37.17 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 1619.88 FEET TO A POINT;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 85.90 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 171.61 FEET TO A POINT ON THE WESTERLY PUBLIC RIGHT OF WAY OF 30TH STREET EAST;

THENCE ALONG SAID PUBLIC RIGHT OF WAY, SOUTH 00 DEGREES 18 MINUTES 42 SECONDS EAST A DISTANCE OF 12.00 FEET TO A POINT;

THENCE DEPARTING SAID RIGHT OF WAY, SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 159.76 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 85.90 FEET TO A POINT;

THENCE SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 1619.88 FEET TO A POINT;

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 13
THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 37.17 FEET TO A POINT;

THENCE SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 80.04 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 31.78 FEET TO A POINT;

THENCE SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 8.00 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 6.00 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 5.49 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 2.36 FEET TO A POINT;

THENCE SOUTH 89 DEGREES 35 MINUTES 54 SECONDS WEST A DISTANCE OF 6.69 FEET TO A POINT;

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 10.27 FEET TO A POINT;

THENCE SOUTH 66 DEGREES 06 MINUTES 37 SECONDS WEST A DISTANCE OF 8.99 FEET TO A POINT;

THENCE NORTH 23 DEGREES 53 MINUTES 23 SECONDS WEST A DISTANCE OF 15.82 FEET TO A POINT;

THENCE NORTH 45 DEGREES 02 MINUTES 32 SECONDS WEST A DISTANCE OF 27.39 FEET TO A POINT;

THENCE NORTH 00 DEGREES 24 MINUTES 05 SECONDS WEST A DISTANCE OF 26.04 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 5.00 FEET TO A

THENCE SOUTH 00 DEGREES 24 MINUTES 05 SECONDS EAST A DISTANCE OF 27.00 FEET TO A POINT;

THENCE NORTH 89 DEGREES 35 MINUTES 54 SECONDS EAST A DISTANCE OF 26.00 FEET TO THE POINT OF BEGINNING;

SAID PARCEL CONTAINS 25,036 SQUARE FEET OR 0.5747 ACRES OF LAND MORE OR LESS.

Site Name: VY954 E Ave G-20th St E
Business Unit #: 828881 14

EXHIBIT B
(Site Plan)

TOWER SURVEY

SITE LOCATION
828881
SURVEY PROCEDURES & EQUIPMENTTHE ACCURACY OF THIS SURVEY MEETS OR EXCEEDS THEMINIMUM STANDARDS AS REQUIRED BY [STATEREQUIREMENTS FOR BOUNDARY SURVEYS].INSTRUMENTS USED:- SPECTRA PRECISION SP60 GNSS RECEIVER USING THESMARTNET VRS NETWORK- TRIMBLE S6 SERIES ROBOTIC TOTAL STATION

COVER SHEET
VY954 E AVE G-20TH ST E43000 30TH ST E, LANCASTER, CA 93535LOS ANGELES COUNTY

CONTENTS
VY954 E AVE G-20TH ST E82888143000 30TH ST E, LANCASTER, CA 93535LOS ANGELES COUNTY SURVEY PERFORMED FOR:

SURVEY PERFORMED BY:SURVEY COORDINATED BY:

SURVEYOR'S CERTIFICATION:I HEREBY CERTIFY TO CCTMO LLC, CROWN CASTLE USA INC.,INCLUDING ITS PARENTS, SUBSIDIARIES AND AFFILIATEDENTITIES, AND AMERISTAR INFORMATION NETWORK, LLC.

LEASE AREA ZONING:LEASE AREA FLOOD NOTE:

BASIS OF NORTH:

NOTES:

SITE INFORMATION:Name
TOWER SURVEYSITE LOCATED IN:

REVDATEDESCRIPTIONDRWN
BUNAddressCounty
SHEET TITLE:

GEOLINE SURVEYING, INC.13430 NW 10th Terrace, Suite A, Alachua, FL 32615Tele: (386) 418-0500 | Fax: (386) 462-9986 1500 Corporate DriveCanonsburg, PA 15317
NV53550 W. MARKET ST., SUITE 200, AKRON, OH 44333Tele: (800) 787-8397 | www.NV5.com Section 30, Township 7 North, Range 11 West
UTILITY NOTEBURIED UTILITIES DEPICTED HEREON WERE DETECTED ANDMARKED BY OTHERS USING INDIRECT METHODS. NOSUBSURFACE EXCAVATION WAS PERFORMED TO VERIFY THETYPE AND LOCATION OF THE BURIED UTILITIES DEPICTEDHEREON. IT IS POSSIBLE THAT OTHER UTILITIES SERVING THESUBJECT TOWER SITE EXIST THAT WENT UNDETECTED AS APART OF THIS SURVEY.

LEGEND
X
PB
RSM

ADDITIONAL LANDBUILDINGASPHALT PAVEMENTCONTOUR - MAJORCONTOUR - MINOREASEMENTGUIDERAILJURISDICTION LINEPROPERTY LINEPROPERTY TIE RIGHT OF WAYSETBACKTREELINEWETLANDRAILROAD TRACKSCENTERLINEROAD CENTERLINESTREAMSTREAM (DIRECTIONAL)DITCHCHANNELFENCECABLE TVCABLE U.G.COMBINED SEWERCABLE TV & ELEC ELECTRICELECTRIC U.G.FIBERFIBER U.G.GASSEWERSTORMTELEPHONETELEPHONE U.G.UNKNOWN UTILITYWATER

IP / REBAR MONUIP / REBAR - MONU- FOUNDCASED MONUCASED MONU - FOUNDTRAVERSE POINTSURVEY POINTGRAVELDIRTCONCRETERETAINING WALLSTAIRSDOOR / GATEDOUBLE DOOR / GATEGATE - SLIDINGSIGNSMAILBOXCOLUMNUTILITY POLEPOLEBOLLARD

METAL PLATFORM

CULVERT
HVACGENERATORFUEL TANKSTRAFFIC SIGNAL CONTR.

TRANSFORMERTRANSFORMER PADCATCH BASININLET

UTILITY VAULT

MANHOLEHANDHOLEPULL BOXPEDESTALRISERMETERVALVECLEANOUTJUNCTION BOXPUMP STATIONUTILITY BOXCONTROLLER

FIRE HYDRANTFLAG POLESHRUBTREE - PALMTREE - CONFEROUSTREE - DECIDUOUS

GUYED POLE

VICINITY MAP - NTS

TOPO - HIGH POINTTOPO - LOW POINTPROPERTY TIE

CTVCUCSCTV-E

EEUFOFOUGSSTMTTUUNKW
PL
CABLE, ELEC & TELE U.G.CTV-E-TUCABLE, ELEC & TELECTV-E-TCABLE TV & ELEC U.G.CTV-EU C.L.

TOWER EASEMENTPARENT PROPERTYPL

BREAKLINEMATCH LINE

ABBREVIATIONS

LIGHTPOLE
SHEET METALS.M.

AREA SUMMARYAREASQ. FT.ACRES

EAST AVENUE L
30TH STREET EAST1
2 3
1 1000200 FTSCALE 1" = 200'PROPERTY OVERVIEW
VY954 E AVE G-20TH ST E82888143000 30TH ST E, LANCASTER, CA 93535LOS ANGELES COUNTYTOWER SURVEY SITE INFORMATION:NameSITE LOCATED IN:

REVDATEDESCRIPTIONDRWNBUNAddressCountySHEET: Section 30, Township 7 North, Range 11 West SURVEY PERFORMED FOR:1500 Corporate DriveCanonsburg, PA 15317PROPERTY INFORMATIONPARENT PARCELCITY OF LANCASTER, A MUNICIPALCORPORATION, CORPORATE AND POLITIC44933 FERN AVE., LANCASTER, CA 93535DEED: 021250066APN: 3170-008-9124300 1/2 30TH ST. E, LANCASTER, CA 93535ADJACENT PARCELS2ANTELOPE VALLEY CHRISTIAN CENTERAPN: 3170-008-0323LANCASTER CITYAPN: 3170-008-911AREA SUMMARYAREASQ. FT.ACRES 30TH STREET EAST40080 FTSCALE 1" = 80'
VY954 E AVE G-20TH ST E82888143000 30TH ST E, LANCASTER, CA 93535LOS ANGELES COUNTYTOWER SURVEY SITE INFORMATION:NameSITE LOCATED IN:

REVDATEDESCRIPTIONDRWNBUNAddressCountySHEET: Section 30, Township 7 North, Range 11 West SURVEY PERFORMED FOR:1500 Corporate DriveCanonsburg, PA 15317

EASEMENT ACCESS OVERVIEW
TOWER 1A INFORMATION

SITE BOUNDARY
VY954 E AVE G-20TH ST E82888143000 30TH ST E, LANCASTER, CA 93535LOS ANGELES COUNTYTOWER SURVEY SITE INFORMATION:NameSITE LOCATED IN:

REVDATEDESCRIPTIONDRWNBUNAddressCountySHEET: Section 30, Township 7 North, Range 11 West SURVEY PERFORMED FOR:1500 Corporate DriveCanonsburg, PA 15317 6012 FTSCALE 1" = 12'PRELIMINARY

Site Name: VY954 E Ave G-20th St E Page 1
Business Unit #: 828881

Documentary Transfer Tax $ __________________
_____ Computed on full value of property
_____ Computed on full value less liens and
encumbrances remaining at time of sale
_____ Computed on full value of lease surpassing the
35 year term limit _______________
_____ Computed on leased area of the property
City of ______________ Unincorporated ___

Signature of Declarant or agent – Firm Name

PREPARED BY AND RECORDING
REQUESTED BY:

Weiss Brown, PLLC
6263 N. Scottsdale Rd., Suite 340
Scottsdale, AZ 85250

WHEN RECORDED MAIL TO:

T-Mobile West Tower LLC
c/o Post Closing – Recording
8020 Katy Freeway
Houston, TX 77024

Space above this line for Recorder’s Use
A.P.N. 3170-008-912 Prior recorded document(s) in Los Angeles County, California:

Original Lease Unrecorded

MEMORANDUM OF SECOND AMENDMENT TO

COMMUNICATIONS SITE LEASE AGREEMENT

This document is exempt from the $75 Building Homes and Jobs Act Fee (per Government Code §27388.1) because:
 Document is a transfer of real property subject to the imposition of transfer tax  Document is a transfer of real property that is a residential dwelling to an owner‐ occupier
 Document is recorde d in connection with an exempt transfer of real property (i.e., subject to transfer tax or owner‐occupied). If not recorded concurrently, provide recording date and document number of related transfer document:

Recording d
ate Document Number
 The $225 per transaction cap is reached
 Document is not related to real property

Site Name: VY954 E Ave G-20th St E Page 2
Business Unit #: 828881

This Memorandum of Second Amendment to Communications Site Lease Agreement is made effective this _____ day of ___________, 2022 by and between THE CITY OF LANCASTER, a municipal corporation, corporate and politic (hereinafter referred to as “Lessor”) and T-MOBILE WEST TOWER LLC , a Delaware limited liability company, by and through its Attorney In Fact, CCTMO LLC, a Delaware limited liability company (hereinafter referred to as “Lessee”).

1. Lessor and Pacific Bell Wireless, LLC, a Nevada limited liability company d/b/a Cingular Wireless (“Original Lessee”) entered into a Communications Site Lease Agreement dated September 28, 2004 (the “Original Lease”) whereby Original Lessee leased certain real property, together with access and utility easements, located in Los Angeles County, California from Lessor (the “Premises”), all located within certain real property ow ned by Lessor (“Lessor’s Property”).

Lessor’s Property, of which the Premises is a part, is more particularly described on Exhibit B attached hereto.

2. The Original Lease was amended by that certain First Amendment to Communications Site Lease Agreement dated November 9, 2004 (“First Amendment”) (hereinafter the Original Lease and First Amendment are collectively referred to as the “Lease”).

3. T-Mobile West Tower LLC is currently the Lessee under the Lease as successor in interest to the Original Lessee.

4. The Lease had an initial term that commenced on November 8, 2005 and expired on November 7, 2010. The Lease provides for five (5) extensions of five (5) years each, three (3) of which were exercised by Lessee (each extension is referred to as a “Renewal Term”). According to the Lease, the final Renewal Term expires November 7, 2035.

5. Lessor and Lessee have entered into a Second Amendment to Communications Site Lease Agreement (the “Second Amendment”), of which this is a Memorandum, providing for five (5) additional Renewal Terms of five (5) years each. Pursuant to the Second Amendment, the final Renewal Term expires on November 7, 2060.

6. By the Second Amendment, Lessor granted to Lessee the right of first refusal to purchase a portion of the Lessor’s Property, under the following terms:

If Lessor receives an offer that it intends to accept from any person or entity that owns towers or other wireless telecommunications facilities (or is in the business of acquiring Lessor’s interest in the Lease) to purchase fee title, an easement, a lease, a license, or any other interest in the Premises , or Lessor’s interest in the Lease, or an option for any of the foregoing, Lessor shall provide written notice to Lessee of said offer, and Lessee shall have a right of first refusal to acquire such interest, including all of Lessor 's right, title and interest in the Lease, on the same terms and conditions in the offer, excluding any terms or conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to defeat or undermine Lessee's possessory or economic interest in the Premises . If Lessor's notice covers portions of Lessor’s Property beyond the Premises, Lessee may elect to acquire an interest in only the Premises, including all of Lessor's right, title and Site Name: VY954 E Ave G-20th St E Page 3
Business Unit #: 828881

interest in the Lease, and the consideration shall be pro-rated on an acreage basis.

Lessor’s notice shall include the prospective buyer’s name, the purchase price and/or other consideration being offered, the other terms and conditions of the offer, the due diligence period, the proposed closing date and, if a portion of Lessor’s Property is to be sold, leased or otherwise conveyed, a description of said portion.

If the Lessor's notice shall provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier than fifteen (15) days thereafter. If Lessee does not exercise its right of first refusal by written notice to Lessor given within thirty (30) days, Lessor may convey the property as described in the Lessor's notice. If Lessee declines to exercise its right of first refusal, then the Lease shall continue in full force and effect and Lessee's right of first refusal shall survive any such conveyance. Lessee shall have the right, at its sole discretion, to assign the right of first refusal to any person or entity, either separate from an assignment of the Lease or as part of an assignment of the Lease.

Such assignment may occur either prior to or after Lessee ’s receipt of Lessor’s notice and the assignment shall be effective upon written notice to Lessor.

7. By the Second Amendment, Lessor and Lessee expanded the Premises by an additional area of forty-eight (48) square feet. A metes and bounds description of the Premises, as expanded, is attached hereto as Exhibit A.

8. The terms, covenants and provisions of the Second Amendment shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of Lessor and Lessee.

9. This Memorandum does not contain the social security number of any person.

10. A copy of the Second Amendment is on file with Lessor and Lessee.

[Execution Pages Follow]
Site Name: VY954 E Ave G-20th St E Page 4
Business Unit #: 828881

IN WITNESS WHEREOF , hereunto and to duplicates hereof, Lessor and Lessee have caused this Memorandum to be duly executed on the day and year first written above.

LESSOR:

THE CITY OF LANCASTER, a municipal
corporation, corporate and politic

By:

Print Name:

Title:

STATE OF )
) ss:

COUNTY OF )

On ___________________, 2022 before me, ____________________________________ (insert name and title of the officer), personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrume nt and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

[Seal]

Site Name: VY954 E Ave G-20th St E Page 5
Business Unit #: 828881

LESSEE:

T-MOBILE WEST TOWER LLC, a Delaware
limited liability company

By: CCTMO LLC , a Delaware limited
liability company
Its: Attorney In Fact

By:

Print Name:

Title:

STATE OF )
) ss:

COUNTY OF )

On ___________________, 2022 before me, ____________________________________ (insert name and title of the officer), personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

[Seal]

Site Name: VY954 E Ave G-20th St E Page 6
Business Unit #: 828881

EXHIBIT A
(Legal Description of Premises)