Santa Ana City Council
September 15, 2026

Exhibit 2

GROUND LICENS E AGREEMENT BETWEEN THE CITY OF SANTA A NA AND
CCTMl LLC
FOR WIRELESS TELECOMMUNICATIONS FAClLITIES

AT MADISON PARK
This Ground License Agreement ( 'Agreement") made this _ _ d ay of ____ _ 2026, is entered into by and between the CITY OF SA TA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter d esignated as "LICENSOR ' and CCTM I LLC, a Delaware limited liability company, its a ttorney in fact, hereinafter d esignated 'LlCENSEE." LI CENSOR and LI CENSEE are at times collectively referred to hereinafter as the ' Parties." A Ground License for Wireless Telecommunications Facilities allows the City of Santa Ana to make certain properties available for the construction of nev telecommunications facilities or the renewal of existing telecommunications facility agreements on the property. This will be a license for the use of the real estate as specified in the Agreement.

1. PROPERTY. LICENSOR is the owner of that certain real property located at 1528 l/2 S Standard Avenue, commonly known as Madison Park ( the entirety of UCENS OR's property is referred to hereinafter as the "Property" and a legal description of the Property is attached hereto as Exhibit A).

2. PREMISES. LJCENSOR hereby licenses to LICENSEE a portion of that Property for Site for Business Unit Number 827479 and being described as four hundred twenty-four (424) square feet for LICE SEE's w ireless telecommunications facilities as defined in Section 11 of this Agreement, which LICENSEE was granted a lease for in the Original Agreement (as defined in Section 3 below, and further described in Exhibit B attached h ereto for reference only). The licensed area of the Property referred to hereinafter as the' Premises," is substantially described in Exhibit C attached hereto and incorporated fully.

3. PRIOR AGREEMENT. The Parties acknowledge that if the Parties had a prior l ease agreement or license agreement that u pon it Effective Date (as defined b elow) this Agreement shall replace and supersede any prior lease agreement or license agreement (the "Original Agreement") between the Patt ies.

4. TERM. The Effecti ve Date of this Agreement shall be _____ , 2026, and shall remain in effect for a period of ten (10) years (the "Initial Te1m").

5. EXTENSIONS. This Agreement may be extended for up to three (3) additional five (5) year t erms (each a "Rene-,; al Term") ( the Initial Term and each R enewal Term are collecti vely referred to as the "Term' ). Each Renewal Term shall be subject to the terms and conditions as set forth herein as fo llows:

A. [f LI CENSOR in its reasonable discretion d etermines that LICENSEE's continued use of the Premises is not in conformity v ith LICENSOR's intended

use of the Property, LICENSOR shall provide written notice to LICENSEE that the Agreement will not be extended at least six (6) months prior to the expiration of the Initial Term. ff no such notice is provided, the Agreement automatically extends for the first Renewal Term.

B. Thereafter, each subsequent renewal shall be s ubject to the following procedure: I f LICENSEE determines that it desires to extend the term, LICENSEE shall provide written notice six (6) months prior to the end ofth en­ current term. Within sixty (60) days of receipt of LICENSEE's notice, LICENSOR shall determine whether such extension is in LICENSOR's best interest and, if not in LJCENSOR's best interest, LICENSOR may deny such extension request, at its sole discretion.

C. In the absence of a Renewal Term, the Agreement shall continue on a month-to­ month basis. The License Fee for these month-to-month periods will be t he amount of the last month Renewal Tenn License fee plus four percent ( 4.0%), and subject to a Holding Over Fee as described in Section 6 below.

6. HOLDING OVER. Should LICENSEE continue to hold the Premises after the termination of the Agreement, whether the termination occurs by lapse of time or otherwise, such holding over shall, unless otherwise agreed to by LICENSOR in writing, constitute and be construed as a tenancy at will with an an nual rent equal to the current annual License fee plus an additional annua l License Fee equal to eighteen percent ( 18.0%) of the current annual License Fee, subject to all of the other terms set forth herein in cluding the annua l percentage License fee increase.

7. ADDITIONAL PAYMENT. This Agreement, and any subsequent documents requ1nng approval including assignments and sublicenses, including colocations, require the Licensee to pay a non-refundable additional payment in the amount of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00). The additional payment is due and payable to the C ity upon the Effective Date of this Agreement.

8. LICENSE FEES.

A. The License Fee for the first year shall be an annual amount of Fifty Thousand Five Hundred One and 28/100 Dollars ($50,501.28) based on a monthly amount of Four Thousand Two Hundred Eight and 44/ I 00 Dollars ($4,208.44) to be paid annually in full on the first day o f the year, in advance, to LICENSOR or to such other person, firm or place as LICENSOR may, from time to time, designate in writing at least thirty (30) days in advance of any License Fee payment date.

B. If License Fee is not paid within fifteen ( 15) days after the due date a nd provided LICENSOR h as complied with all applicable notice and cure provisions herein, LICENSEE agrees to pay a late charge equal to six percent (6%) of the then- current License Fee.

C. License Fee amounts attributable to partial months shall be prorated on a daily basis.

D. The License Fee shall be subject to an annual increase of three percent (3%) per year, to be increased on each anniversary of the Effective Date.

Commencing on December 7, 203 1, the Annual Escalation shall increase to four percent (4%) per year.

9. GOVERNMENT AL APPROVALS.

A. It is understood and agreed that UCENSEE 's ability to use the Premises is contingent upon its obtaining all of the certificates, permits and other approvals, including without limitation those by the City acting in its regulatory authority (collectively the "Governmental Approvals"), that may be required by a Federal, State or local authority as well as obtaining satisfactory soil boring tests, which will permit LICENSEE's use of the Premises as set forth herein.

B. Prior to the Effective Date, LICENSEE shall have the right (but not the obligation) to enter the Premises for the purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests") to determine the suitability of the Premises for LICENSEE's Facilities (defined below). ln the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental Approval i ssued to Lf CENSEE is canceled, expires, lapses, or is othe1wise withdrawn or terminated by the governmental authority or soil boring tests are found to be unsatisfactory so that LICENSEE will be unable to use the Premises for its intended purposes or LICENSEE determines that the Premises is no longer technically compatible for its intended use, LICENSEE shall have the right to terminate this Agreement. Notice of LICENSEE's exercise of its right to terminate shall be given to LICENSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LICENSEE. All License Fees and Administrative Fees paid to said termination date shall be retained by LICENSOR.

10. APPROVAL OF PLANS. Prior to commencing construction of LlCENSEE's Facilities (described in Exhibit D), LICENSEE shall obtain LlCENSOR's approva l of LICENSEE' s work plans, which approval shall not be unreasonab ly withheld, conditioned, or delayed; such approva l shall be issued by the City Manager or his/her designee. LICENSOR shall give such approval or provide LICENSEE with its requests for changes, which changes must comply with all applicable building codes, in writing within thirty (30) working days of LICENSOR"s receipt of LICENSEE's work plans. If LICENSEE does not receive such approva l or request for changes in writing w ithin such thirty (30) working day period, LICENSOR shall be deemed to have approved the plans. LICENSOR shall not be entitled to receive any additional consideration in exchange for giving its approval of LICENSEE's plans.

11. USE/MAINTENANCE.

A. LICENSEE shall have the right to construct, maintain, install, repair, and operate, on the Premises, wireless telecommunications facilities, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting a nd receiving antennas and supporting structures a nd improvements ( "LICENSEE's Facilities") as a uthorized and delineated in the plans and survey attached a s Exhibit D, as may be modified from time to time in accordance with this Agreement. All improvements shall be at LICENSEE's sole expense and the installation of all improvements s hall be at the discretion and option of LICENSEE, with LICENSOR approval, which approval shall not b e unreasonably withheld, delayed or conditioned. Said approval shall be obtained from LICENSOR prior t o c ommencement of any construction, alterations, modifications or improvements pursuant to Section IO above, and LICENSEE agrees to submit architectural and engineering drawings (" Plans") and artistic renderings of the equipment to be installed.

B. LICENSEE agrees that the installation and maintenance of LICENSEE's Facilities shall be effected with all reasonable diligence and precaution to avoid damage to the land, property or personnel. Notwithstanding the foregoing, once the initial improvements are installed, LICENSEE may replace, substitute, upgrade and expand its equipment, cables and antennas which comprise the LJCENSEE's Facilities for the purpose of repairing or upgrading the telecommunications capabilities of LICENSEE's Facilities, with notice t o LICENSOR, so long as the equipment, cables, or antennas remain within the original physical parameters of the Premises.

C. LICENSEE shall not m ake any physical and/or a esthetic c hanges to the Premises that are substantial in the sole view of LICENSOR without the prior approval of LI CENSOR, which shall not b e unreasonably w ithheld, conditioned or d elayed. A ny s uch changes are s ubject to the provisions of Section IO contained herein.

D. LICENSEE shall be responsible for the cost o f a ny and all damage to the Property including but not limited to concrete and/or asphalt, buildings and/or appurtenances caused by LICENSEE. LICENSOR at its discretion may require LICENSEE to repair and/or replace said damages or contract for said services and bill LICENSEE. LICENSEE shall have the right to install any warning signs on or about the Premises required by Federal, State or local law.

E. LlCENSEE's Facilities shall be constructed and maintained in a manner and with materials that are consistent with the approved plans for the project. The materials actually used must match up with the proposed materials and artistic renderings. LlCENSOR shall provide LICENSEE, LICENSEE's employees, agents, contractors, subcontractors a nd assigns w ith access to the Premises

twenty-four (24) hours a day, seven (7) days a week, at no c harge to LICENSEE. LICENSOR shall, at its sole expense, maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow reasonable access to the Premises by LICENSEE. Except in cases of emergency, LICENSEE agrees to provide t\,venty-four (24) hours' notice to LICENSOR before a ny installation, maintenance, replacement or repair is to take place on the Premises. In the event that maintenance is required, such as the repainting of LICENSEE's Facilities, such maintenance must be completed by LICENSEE within thirty (30) calendar d ays of notice by LICENSOR, if given, or the beginning of work by LICENSEE, whichever occurs first.

F. LICENSEE hereby accepts the Premises in the condition existing as of the date of the execution hereof, subject to all applicable zoning, municipal, county, state, and federal laws, ordinances and regulations governing and regulating the use of the Premises, and tenns, covenants and conditions of this Agreement. LICENSEE acknowledges that neither LICENSOR, nor any agent of LICENSOR, has made any representation or warranty with respect to the condition of the Premises or the suitability thereof for the conduct of LICENSEE. Further, LICENSOR has not agreed to undertake any modification, alteration or improvement to the Premises except as provided in this Agreement.

G. Except as may be otherwise expressly provided in this Agreement, the taking of possession of the Premises by LICENSEE shall in itself constitute acknowledgement that the Premises are in good condition and repair and in useable condition, and UCENSEE agrees to accept the Premises in its presently existing "as is" " where is" condition, and that LICENSOR shall not be obi igated to make any improvements, modifications or repairs thereto except to the extent that may otherwise be expressly provided in this Agreement.

H. LICENSEE represents and warrants that it has made a sufficient investigation of the conditions of the Premises existing immediately prior to the execution of this Agreement, including but not limited to investigation of the surface, subsurface, and groundwater for contamination and hazardous materials and is satisfied that the Premises will safely support the project type to be constructed by LICENSEE upon the Premises, that the Premises is otherwise fully fit (physically and lawfully) for the uses required and permitted by this Agreement and that LICENSEE accepts all risks, losses and expenses associated the foregoing provisions.

I. LICENSEE acknowledges that ( I) LICENSO R has in formed LICENSEE prior to the commencement of the term of this Agreement that Lr CENSOR does not know of any release of any hazardous material that has come to be located on or beneath the Premises; (2) prior to the commence ment of the term of this Agreement, LICENSOR has made availab le to LICENSEE, for review and inspection, records in the possession or control of LICENSOR which might

reflect the potential existence of hazardous materials on or b eneath the Premises; (3) LICENSOR has provided LICENSEE access to the Premises for a reasonable time a nd upon reasonable terms a nd conditions for purposes of providing to LICENSEE the opportunity to investigate, sample, and analyze the soil and groundwater on the Premises for the presence of hazardous materials; (4) by signing this Agreement, LICENSEE represents and warrants to LICENSOR that LICENSEE does not know nor has reasonable cause to believe that any release of hazardous material has come to be located on or beneath th e Premises; and (5) with respect to a ny hazardous material which LICENSEE knows or has reasonable cause to believe has come or will come to be located on or beneath th e Premises, LICENSEE agrees to promptly commence and complete the removal of the hazardous material at no cost or expense to LJCENSOR and in full compliance w ith all applicable laws, regulations, permits, approvals, and authorizations. The phrase "hazardous material," as used herein, has the same meaning as that phrase has in Section 14 of th is Agreement.

J. In the event LICENSEE breaches any of the provisions of this Section, this Agreement may be terminated by LICENSOR subject to any applicable c ure periods.

K. LICENSEE agrees that, except as otherwise expressly provided in this Agreement, LICENSEE is solely responsible, without any cost or expense to LICENSOR, to take all actions necessary to continuously use the Premises as provided by this Agreement and in compliance with all applicable laws and regulations during LICENSEE's period of u se at n o cost or expense to LICENSOR and in full compliance with all applicable laws, regulations, permits, approvals, and authorizations.

12. COMPLIANCE WITH LAW . LJCENSEE shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict ,vith any law, statute, zoning restriction, ordinance, or governmental rule or regulation or requirements of duly constituted public authorities now in force or which may hereafter be in force, or with the requirements of the State Fire Marshal or other similar body now or hereafter constituted, relating to or affecting the condition, use or occupancy of the Premises. LICENSEE shall not allow the Premises to be used for any unlawful purpose, nor shall LICENSEE cause, maintain or permit any nuisance in, on or about the Premises. LICENSEE shall not commit or suffer to be committed any waste in or upon the Premises.

13. EXPLOSIV ES A ND FLAMMABLE MATERIALS. The Premises shall not be used for the storage of flammable materials, explosives, or other materials or other purposes deemed by LICENSOR to be a potential foe or other hazard to the Premises, except those permitted in Section 14 below. The o peration and maintenance of the Premises shall be s ubject to regulation by LICENSOR so as to protect against fire or other hazard impairing the use, safety and/or appearance of the Premises and telecommunications facility. The occupancy and use of the Premises by LICENSEE shall not b e s uch as will permit hazardous or

unreaso nabl y o bjectionable smoke, fumes, vapors o r odors to rise above the surface of the Premises.

14. HAZARDOUS MATERIALS.

A. LICE NSEE shal l at all time s and in all res pects comp ly w ith all federa l, state , and loca l l aws , ordinances and regulations, includin g, but not limit ed to, the Federa l Water Pollution Co ntrol Act (33 U.S.C . sec tion 125 1, et seq.), Resource Conservation and Recove ry Act (42 U.S.C. sectio n 690 I, et seq.), Safe Drinking Water Act (42 U.S.C. sec tion 300f, et seq.), Tox ic S ubstances Control Act ( 15 U.S.C. sec tion 260 I, et seq.), Clean Air Act (42 U.S.C. section 740 I, et seq.) Compre hensive Env ironmenta l Respo nse, Compensat ion and Liability Act (42 U.S.C. section 960 1, et seq.), Safe Drinkin g Wate r and Toxic E nforcement Act (Ca lifornia Hea lth and Safe ty 9 A mended 20 18 MLA: CTC Approved May l 8- 19, 2022 Code sect ion 25249.5 , et seq.) , other appli cable pro visions of the Ca lifornia Hea lth and Safety Code (sec tion 25 100, et seq., and section 39000, et seq.), Ca lifornia Water Code (sec tion 13000, et seq.), and other comparable state laws, regulati ons, and loca l ordinan ces relating to industrial hygiene, environmenta l protection or the use, analysis, generation, manufacture , storage, disposa l, or transportati on of any oil, flammabl e exp losives, asbestos , urea, formaldehyde, radioactive mate rials, or vvaste, or other haza rdous, tox ic, contami nated or polluting materials, substa nces or wastes, including, without limitat io n, any "hazardou s s ubstances " under any such l aws, ordinances or reg ulations (co llectively "Haza rdous Materia ls Laws").

B. As used in the prov isions of this Agreement , "hazar dous mate rials" include any "haza rdous substance" as that term is defin ed in section 253 16 of the Ca liforn ia Health and Safe ty Code and any other material or substance listed or regulated by any Hazardous Mater ials Law o r p os ing a hazard to hea lth or the environment. Except as otherw ise ex press ly permitt ed in this Agreement, LICENSEE shall not use, create, store o r allow any haza rdous materials o n the Premises, excep t fuel properly stored for back-up genera tors and the s torage of fuel for such generators shall only be allowe d if provided in a particular Premises License under the conditi ons of that Premises License or in a specific encroac hment permit.

C. LICENSEE acknow ledges that ( I) prior t o the comm encement of the term of this Agreement, Ll CENSO R will make availab le upon re quest to LICENSEE, for rev iew and inspect ion, reco rds in the possessio n or contro l of LI CENSOR which might re flec t the potential existe nce of haza rdous materials on o r beneath the Premises; (2) LICENSO R has pro vided LICENSEE access to the Premises for a reaso nable time and upon reasonable term s and cond itions for purposes of prov iding to LICENSEE the opportunit y to investigate, sample, and ana lyze the so il and gro undwater on the Premises for the prese nce of hazar dous materials; (3) by signin g this Agreement, LICENSEE represe nts and warrants to LICENSO R that LICENSEE does not know nor has reaso nabl e ca use to believe

that any release of hazardous material has come to be located on or beneath the Premises; and (4) with respect to a ny hazardo us mater ial which LICENSEE knows or has reaso nable cause to believe has come or will come to be located on or b eneath the Premises, LICENSEE agrees to promptly comme nce and comp lete the remova l of the haza rdous mater ial at no cost or expe nse to LICENS OR and in full compliance with all app licab le laws , regulations, permits , approvals , and authorizat ions. The phrase "hazardous material" , as used herein, has the same mea ning as that phrase has in Sec tio n 14 8. of this Agree ment.

D. No permanent underground or above ground storage tank s shall be insta lled on Premises. On ly temporary fuel tanks with secondary containm ent, for the sole purpose of storing fuel for the backup generators, are allowed.

E. In no case shall LICENSEE cause or allow the deposit or disposa l of any haza rdou s materials of any kind on the Prope rty, in any mann er proh ibited by law. LICENSO R, or its agents or contract ors, shall upon seve nty-two hou rs' prior not ice to LICENSEE and accompanied by an esco rt designated by LICENSEE , have the right to go upon and inspec t the Premises and the operatio ns thereon to ass ure compli ance with the requir ements here in stated. In the eve nt of emergency, where LICENSOR cannot reasonab ly comp ly w ith the forego ing notice requirement, LICENSOR shall have the rig ht to access the Premise s and LICENSOR shall, within forty-eight (48) hours fo llowing actual notice of emergency access, inform UCENSEE of (i) the date and time of emerge ncy access and (ii) the nature of the eve nt requiring e merge ncy access.

Th is inspect ion may include taking sampl es of substa nces and materia ls prese nt for test ing, and/or the test ing of surface so ils and sub-surface so ils. In the event LICENSEE breaches any of the prov isions of this Sect ion, this Agreement may be terminated by LICENSOR , subject to any applicable cure periods.

F. LICENSEE shall, ·wit hin twe nty-four (24) hours of the discovery on the Premi ses of the presence of, or believed presence of, a Hazardous Su bsta nce as defined herein, give written notice to C ity. The fai lure to disclo se in a timely manner the re lease of a Hazardous Substance by LICENSEE, includin g but not limited to, an amount w hich is requ ired to be repo rted to a s tate or loca l age ncy pursuant to law shall be gro unds for termination of this Agreement by City in add ition to actual damages and other remed ies provided by law. LICENSEE shall immed iately clean up and co mplete ly remove all Haza rdous S ubstances placed by LlCENSEE on, under, about or within the Premises , in a manner that is in all respec ts safe and in acco rdance with all app licab le laws, rules and regulat ions.

G. LICENSEE shall be respo nsible for and bear the entire cost of removal and disposal of any a nd all hazardo us materials introd uced to the Premises dur ing LICENSEE's period of u se of the Prem ises, regardle ss of whether such haza rdous mate rial is introduced by LICENSEE or by any other person acting under U CENSEE. LICENSEE sha ll also be respons ible for any clean -up and

decontamination on or off the Premises necessitated by the introduction of such hazardous materials within the Premises or any surface below the Property.

LICENSEE shall not be responsible for or bear the cost of removal or disposa l of hazardous materials introduced t o the Property by a ny party other than LICENSEE during any period prior to commencement of LICENSEE's period of use of the Premises.

H. LICENSEE shall further defend, indemnify, and hold harmless LICENSOR, and LfCENSOR's directors, officers, and employees, from any and a ll responsibilities, liabilities, penalties, and claims for damages resulting from the presence or use of hazardous materials w ithin the Premises arising from LICENSEE's use of the Premises.

I. Breach of any o f the covenants, terms, and conditions in this Section shall give City the authority to either immediately terminate this Agreement or to shut down LICENSEE's operations thereon, at the sole discretion of City. In either case, LICENSEE will continue to be liable under this Agreement to remove and mitigate all Hazardous Substances placed by LICENSEE on, under, about or within the Premises. LICENSEE shall be responsible for, and bear the entire cost of removal and disposal of, all Hazardous Substances introduced to the Premises by LICENSEE during LICENSEE's period of use and possession of the Premises.

Upon te rmination of this Agreement, LICENSEE shall, in accordance with all laws, remove from the Premises any equipment or improvements placed on the Premises by LICENSEE that may be contaminated by Hazardous Substances.

15. INDEMNIFICATION. To the furthest extent allowed b y law, LICENSEE shall indemnify, hold harmless and defend LICENSOR and its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage, including damage by fire or other casualty) incurred by LICENSOR, LICENSEE, or any other person, and from any and a ll claims, demands and actions in law or equity ( including a ttorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of LICENSEE's: (i) occupancy, maintenance and/or use of the Premises and/or LlCENSEE 'S Facilities; or (ii) performance of, or failure to perform, this Agreement. LlCENSEE's o bligations under the preceding sentence shall apply to any negligence of LlCENSOR, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct, of Lr CENSOR or its officers, officials, employees, agents or volunteers.

16. INSURANCE. LICENSEE shall carry and maintain for the d uration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder and t he results of that work performed by the LICENSEE or on LlCENSEE's behalf by its agents, representatives, employees or subcontractors as specified in Exhibit E.

17. INT ERFERENCE .

A. LlCENSEE' s Facilities shall not disturb the communications configurations, equipment, and frequency, which exist on the Property on the date the Original Agreement was fully executed ("Pre-Existing Communications"), or public safety communications operations, as may be upgraded p eriodically, and LICENSEE's Facilities shall comply w ith all non-interference rules of the Federal
Communications Commission ("FCC"). LICENSOR shall not use, or permit the use of, any portion of the Property in any way, which interferes ·with LJCENSEE's use of the Premises or encroaches upon the Premises.

Notwithstanding the foregoing, Pre-Existing Communications operat ing in the same manner as on the date this Agreement is fully executed shall not be deemed interference. LICENSOR shall require any future tenants, assignees, licensees, or occupants using a ny portion of the Property for the operation of mobile/wireless or radio communications facilities to comply with the provisions of this Section and shall obtain LICENSEE's written consent prior to allowing such use of the Property, which such consent shall not be unreasonably withheld, conditioned, or delayed, provided that LJCENSEE's consent may be withheld if interference with LICENSEE's transmissions, receptions, operations, or use of frequency will result due to such use. The City Manager or his/her designee shall determine w hether consent is unreasonably w ithheld and may require LICENSEE to consent subject to the above conditions.

In the event of any interference with LICENSOR's public safety communications operations, U C EN SEE shall have twenty-four (24) hours after receipt of notice to cure the interference, and if LICENSEE fails to do so, LICENSOR has the right to require that LICENSEE cease operating LICENSEE 's Facilities (except for intermittent testing to determine the source of the interference) until LICENSEE is a ble to recommence operations w ithout causing such interference. If LICENSEE's Facilities interfere w ith LICENSOR's public safety communications operations during a n emergency, LICENSOR may require that LICENSEE immediately cease operating LICENSEE's Facilities and if LICENSEE fails to do so, LlCENSOR has the right to shut down the e lectricity supply to LJCENSEE' s Facilities. LlCENSEE shall reimburse LICENSOR for any actual, reasonable costs that LICENSOR incurs to cure any interference with LJCENSOR's public safety communications operations caused by LICENSEE's Facilities.

18. REMOVAL UPON TERMINATION . LICENSEE, upon expiration or earlier te1111ination of the Agreement, shall, within ninety (90) days, remove all of LICENSEE's fixtures and al I personal p roperty and otherwise restore the Premises substantially to its original condition, at LICENSEE's sole expense, reasonable wear and tear, and casualty excepted, including, but not limited t o, removing of any foundations to a depth of four (4) feet.

LICENSOR agrees and acknowledges that all of the equipment, fixtures and personal property of LICENSEE shall remain the personal property of LICENSEE and LICENSEE

shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. Antenna s upport structure, al I utilities, cabling, wiring, underground conduits, foundations a nd equipment/storage buildings may remain at LTCENSOR's sole option.

19. QUIET ENJOYMENT. LICENSOR covenants that LICENSEE, on paying the L icense Fee and performing the covenants, shall peaceably and quietly have, hold and enjoy the Premises, provided, however, that LICENSOR shall have the right and privilege to conduct City Business on the Property, as necessary. "City Business" shall include, but not be limited t o, the following: minor m aintenance, minor landscaping, minor construction, concessionaires, and City-sponsored events, located near the Premises, so long as the City Business does not interfere with or impair the operation of LICENSEE's Facilities.

20. TITLE. LICENSOR covenants that LICENSOR possesses good and sufficient title a nd interest t o the Prope1ty and has full authority to e nter into a nd execute this Agreement.

LICENSOR further covenants that there are no o ther liens, judgments or impediments of title o n the Property or affecting LICENSOR's title to the same and that there a re no covenants, easements or restrictions that prevent the use of the Premises by LICENSEE as set forth above.

21. NO LIENS. LICENSEE shall not permit any mechanics' or materialmen's liens on the Property for any labor or m aterial furnished t o LICENSEE in connection with work performed. LI CENSEE shall have the right to contest the validity, nature, or amount of any such lien but, upon the final determination of such questions, shall immediately pay any adverse judgment rendered with all proper costs and charges and have the lien released at its O\-vn expense. If LICENSEE desires to contest any such lien, then prior to commencing such contest, it will post a bond, where necessary, to release the lien.

22. OTHER LICENSEE RESPONSIBIL ITIES. LICENSEE shall comply w ith all present and future laws, orders and regulations relating to Maximum Permissible Exposure ("MPE") and other related health issues directly applicable to its operation of LICENSEE's Facilities, as well as the American National Standards [nstitute (ANSI) standards. Without limiting the provisions of LICENSEE's indemnity contained herein, LICENSEE, on behalf of itself and its s uccessors and assigns, shall indemnify LICENSOR from and against all claims or personal injuries due to violation of MPE to the extent such personal injuries are actually caused by LICENSEE' s Facilities on the Premises.

A. LICENSEE shall maintain LICENSEE' s Facilities and shall make all repairs to the Premises necessary to keep the Premises safe. LICENSOR may require LlCENSEE to make repairs to and/or r eplace damaged equipment of U CENSEE' s Facilities and/or any parts thereto regardless of fault including, but not limited to damage caused by vandalism or acts of God, not later than seven
(7) days after said damage is reported to LICENSEE, except for damage caused by LICENSOR. This time period m ay be extended with written authorization from the City Manager. In the event such authorization is not given, and repairs

are not made in seven (7) days, LlCENSOR may cause such repairs to be made, including making said repairs and/or hiring a contractor to make said repairs.

LICENSOR m ay charge LICENSEE for the cost of said services. Damage caused by graffiti shall be removed within forty-eight (48) hours notification to LlCENSEE by LICENSOR. If said graffiti is not removed within the 48-hour period, City may remove said graffiti and bill LICENSEE for the cost of services.

B. LICENSOR grants LICENSEE the right to obtain utilities for the o peration of LICENSEE's Facilities. LICENSEE shall be responsible directly to the servicing entities for any and all utilities required by LICENSEE for its use of the Premises. LICENSOR shall cooperate with LICENSEE in its efforts to obtain utilities from any location provided by LICENSOR or the servicing utility, including signing any easement or other instrument reasonably required by the utility company.

C. LICENSEE shall have the right to replace or repair its equipment or any portion thereof during the term of this Agreement. LICENSEE shall maintain the Premises in a good condition, reasonable wear and tear excepted.

23. EMERGENCY USE OF PREMISES . LICENSEE shall make available to police, fire, and emergency services of the City of Santa Ana space on its communications tower at no cost to LICENSEE or said entities, subject to structural analysis, provided LICENSEE'S antenna structure and license area can accommodate L!CENSOR 's proposed equipment and space is available, which determination shall be made by LICENSEE in its reasonable and good faith discretion. If the City of Santa Ana exercises its right to collocate pursuant to this Section, LICENSOR shall negotiate, in good faith, a tower license agreement ("Tower License Agreement") w ith ten11s mutually agreed upon by LICENSOR and LICENSEE at that time. LICENSEE agrees that LICENSOR shall be entitled to utilize LICENSEE S Facilities without paying the Basic Monthly Consideration as defined in the Tower License Agreement. The City of Santa Ana is responsible for maintaining its own equipment. The space to be made available will not create interference with LICENSEE's communications operations. As to any fuhtre colocations, their respective installations will be permitted only at such locations that will not cause interference with LICENSEE or LICENSOR and the City o f Santa Ana's operations. The C ity e ntities will be afforded 24-hour access to its equipment at the Property. In addition, the City will be provided "power b ackup" by LlCENSEE, if available at the Premises.

24. INTEGRATION. It is agreed and understood that this Agreement and its Exhibits contain all agreements, promises and understandings between Lf CENSOR and LICENSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either LlCENSOR or LLCENSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding s hall not affect the validity and enforceability of the remaining provisions of this Agreement. The fai lure of either Party to insist upon strict performance of any of the terms or conditions o f this Agreement or to

exe rcise any of its rights under the Agreement shall not wa ive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and author ized under this Agreement, either in law or in equity.

25. GOVERNING LAW. Thi s Agreem ent and the performan ce thereof shall be governed , interpret ed, construed , and regulated by the laws of the S tate o f Ca li fornia , with venue in Orang e County .

26. ATTORNEY'S FEES. Th e prevailing party in any lega l action or lawsu it arising hereunder shall be e ntitl ed to its reaso nable attorneys' fees and court costs, includin g appea ls, if any.

27. ASSIGNMENT. LIC ENSEE shall not ass ign or transfer this Agreem ent without the prior written consent of LIC ENSO R, which consent so lely at LICENSO R'S discretio n. Subsequent documents requiring approval including assignments , and sublic enses require an Adm inistra tive fee as presc ribed in Sect ion 7 to cove r cos t of review. Provided, howeve r, that LICENSEE shall have the right to assign its right s under this Agreement , to any of LICENSEE's (i) partn ers, parents , subsidiaries, affil iates, or successo r legal entiti es, (ii) in connection with the sale, exc hange, or other tran sfer of LICENSEE ' s FCC authorizat ion for the geog raphic area in which the Premises are loca ted o r of majority of LICENSEE's network assets in the geog raphic area where the Premises are loca ted, or (iii) in connection with any finan cing, loan, security interest, pledge , or m ortgage of LJCENSEE ' s prope1ty with written notice to LICENS OR as prescribed in Sect ion 29 of this Agreement. Such notice shall be given thi1ty (30) days prior to any assignment. No Administrative Fee is requir ed for assignments betwee n parties listed in (i-iii) above .

28. COLOCATION. LICENSEE acknow ledges and agrees that the C ity pol icy is to provide for coloca tion on teleco mmuni cations towe r fac ilities and will reaso nably facilitate any colocation subject t o the cond itions o utlined in this Agreement. LICENSEE furth er agrees that LI CENSO R shall retain ownership of any further lease rights \Vith respec t to s pace for additi onal teleco mmuni cations facilit ies on the Prop erty, other than the Premises which is alread y licensed to LICENSEE.

A. LICENSEE - COLOCATOR Colocation Agreement : LICENSEE shall enter into a sublicense, or similar form of occupan cy, subject to all permits and approva ls from all gove rnm ental agenc ies hav ing juri sdiction, with a future tovver co locat ion u ser who w ishes to collocate /sublease space o n LICENSEE's towe r, subject to:
1) LICENSO R shall rece ive fee of fifty percent (50%) of the Towe r Rent, as defined below, rece ived b y LICENSEE (the "Add itiona l License Fee''). a. LI CENSEE is req uired to se lf-report to LICENSOR when their Tower Rent from any source increases.
b. To ensure acc urate ca lculation and payment of the Additi onal License Fee, o nce per ca lendar yea r, LICENSO R m ay submit a written request to LICENSEE for a business summ ary repor t p ertainin g to LlCENSEE ' s s ublicensee rent

obligations for the cellular tower ("Tower Rent") that is the subject of this Agreement for the prior twelve ( 12) month period, and LICENSEE shall provide such written r eport to LICENSOR within sixty (60) days after LJCENSEE's receipt of such written r equest. LICENSOR shall send such written request to the Notice address set forth in Section 29 of this Agreement. c. In the event that LICENSEE does not provide a business summary, as described in Section 28(a)( l), within sixty (60) days, or such business summary is not satisfactory in the LICENSOR's reasonable discretion, LJCENSOR shall have the right to:

1. Upon r easonable notice, review LI CENSEE's records related to Tower Rent, including but not limited to, invoices, contracts, and any other documentation supporting the amount of Tower R ent received by LICENSEE;
11 . Conduct an audit: LICENSOR may, at its own expense and upon reasonable notice to LICENSEE, conduct an audit of LICENSEE's books and records related to the Tower Rent to verify the accuracy of the reported amounts.
d. LICENSEE shall cooperate fully vvith LICENSOR 's reasonable requests for information and access to records in connection with the verification or the Additional License Fee.
2) LICENSEE shall obtain LJCENSOR' s consent on any sublicense, or similar form of occupancy, or co location agreeme nt, and affidavits stating the colocation rent. 3) Each colocatee s hall have a separate agreement with the term(s) running coterminous (all starting and expiring on the same date) with the primary or original LICENSEE Agreement.
4) In the event LICENSEE does not have adequate ground space for colocatee; LICENSEE and LICENSOR shall amend the Agreement to include the additional required ground space for the colocatee. The Amendment to the Agreement shall specify the monthly amount that LICENSEE shall pay LICENSOR for the additional ground space required. That amount shall be determined by the additional required ground space as specified below:

Additional Space Required
Up to I 00 ft2
I 00 to 200 ft2
200 to 300 ft2
Over 300 ft2
Amount due Licensor per Month
$400.00
$600.00
$900.00
$1,250.00
The License Fee for the additional ground space in this Section shall be subject to

an annual increase of four percent (4%) per year, to be increased on each anniversary of the Effective Date of the Amendment to the Agreement.

B. COLOCATION ADDITIONAL PAYMENT: A colocation non-refundable additional payment is payable to U CENSOR by Lf CENSEE for colocations as prescribed in Section 7 of this Agreement; a nd U CENSOR's review/approva l cannot be unreasonably withheld, conditioned or delayed. However, if the co location is submitted as one proposal with LICENSEE's s ubmission, or as multiple colocatees, only o ne colocation non­ refundable additional payment shall be required.

29. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by ce1tified mail, return receipt requested or b y commercial courier, provided the courier' s regular business is delivery services and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows:

LTCENSOR:

City Clerk
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702
With Copies To:

Public Works Agency
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
LICENSEE:

CCTM l LLC
c/o Crown Castle USA Inc.

Attn: Legal - Real Estate Department
2000 Corporate Drive
Canonsburg, PA 153 17
A party may change its address by giving notice in writing to the other paity. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the U nited States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

30. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representatives, successors, administrators and permitted assigns of the Parties hereto.

31. RELOCATION RIGHT.

A. Anytime w ithin the Initial Term, LICENSOR shall have the right to cause LICENSEE to relocate LICENSEE' s Facilities to alternate space on the Property; pro vided, however, that such relocation shall ( I) be a t LICENSEE' s cost and expense which shall be limited to reasonable expenses of m oving and re­ installing the tower structure and accompanying equipment, including the cost of City permits and fees which LICENSEE may legally pay, (2) be performed by LICENSEE or its agents, (3) not result in any interruption of the communications services provided by LICENSEE on the prope1ty, ( 4) not impair, or in any manner alter, the quality of communications services provided by LICENSEE on or from the Property, and (5) be done in accordance with subsections B and C belovv.

Upon relocation of LICENSEE's Facilities, the access and utility rights of way will be relocated as required, in the sole discretion of LICENSOR, to operate and maintain LICENSEE' s Facilities.

B. LICENSOR shall exercise its relocation right under subsection A above by delivering w ritten n otice (the "Notice") to LICENSEE. In the Notice, LI CENSOR shall propose an alternate location t o w hich LICENSEE may relocate LICENSEE's Facilities. LICENSEE shall have sixty (60) days from the date it receives the Notice to evaluate LICENSOR's proposed relocation site, during which period LICENSEE shall have the right to conduct tests to determine the technological feasibility of the proposed relocation site. If LICENSEE fails to disapprove of such proposed relocation Premises in writing within the sixty (60)-day period, LICENSEE shall be deemed to have approved such proposed relocation site. 1f LICENSEE disapproves such relocation site, then LICENSOR may thereafter propose another relocation Premises by Notice to LICENSEE in the manner set forth above. Any relocation Prem ises which LICENSOR and LICENSEE agree upon in writing s hall be referred t o as the "Relocation Site." LICENSEE shall have up to twelve ( 12) months after execution of a written agreement between the parties concerning the location and dimensions of the Relocation Premises to relocate LICENSEE's Facilities to the Relocation Site.

Upon relocation of LlCENSEE's Facilities to the Relocat ion Site, all references to the Premises herein shall be deemed to be references to the Relocation Site.

LICENSOR and LICENSEE agree that the Relocation Premises (including the access and utility right of way) may be surveyed by a licensed surveyor at the sole cost of LICENSEE, and such survey will then replace Exhibit C and become a part hereof and wi ll control or describe the Premises. Except as expressly provided, LICENSOR and LICENSEE hereby agree that in no event will the relocation of LICENSEE's Facilities, or any part thereof, under subsection A above, affect, alter, modify or otherwise change any of the terms and conditions of

this Agreement.

32. DEFAULT. In the event there is a default by e ither party w ith respect t o a ny of the provisions o f this Agreement o r its o bligations under it, including t he payment o f the License Fee, the non-defaulting party shall give the defaulting party written notice of such default. After receipt of such written notice, the defaulting party shall have fifteen (15) days in which to cure a ny monetary default and thirty (30) days in which to cure a ny non­ monetary default, provided the defaulting party shall have such extended period as may be required b eyond the thirty (30) days if the nature of the c ure is s uch that it reasonably requires more than thi1ty (30) days and the defaulting party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the c ure to completion. The non-defaulting party may not maintain any action or affect any remedies for default against the defaulting party unless and until the defaulting party has failed to cure the same within the time periods provided in this Section.

33. CASUALTY. In the event of damage by fire o r other casualty to the Premises that cannot reasonably be expected to be repaired within sixty (60) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LlCENSEE' s operations at the Premises for more than sixty (60) days, then LICENSEE may at any time fo llowing such fire or other casualty, provided LICENSOR has not commenced the restoration required to permit LICENSEE to resume its operation at the Premises, terminate this Agreement upon t wenty (20) days written notice to LICENSOR. Any s uch n otice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. If LICENSEE decides not to terminate this Agreement, the License Fee shall be abated proportionally to the reduction of use.

34. CONDEMNATION . In the event of any condemnation of the Premises, U CENSEE may terminate this Agreement upon fifteen (15) days written notice to LICENSOR. LICENSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses, and any other amount recoverable by LICENSEE under condemnation law (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment as of such termination date wi th respect to payments due to the other under this Agreement.

35. SUBMISSION OF AGREEMENT. The s ubmission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties

36. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other P arty shall survive any termination or expiration of this Agreement.

Additionally, any provisions of this Agreement, which require performance subsequent to

the termination or expiration of this Agreement shall also survive such termination or expiration.

37. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement.

38. TERMINATION.

A. Compelled Termination: lf, during the Term, there is a determination made pursuant to an unappealable order of a county, state, or national governmental health agency having proper juri sdiction over LICENSEE' s operations that LICENSEE's use of the Premises poses a human health hazard that cannot be remedied and that LICENSEE must cease all operations o n the Premises, then LICENSEE shall immediately cease all operations o n the Premises and this Agreement shall terminate as of the date of such order. In the event the Federal Communications Commission, or any successor agency, makes a determination that is final and non-appealable, or which is affirmed and becomes final after the exhaustion of all available appeals, concluding that LICENSEE's use as set forth in this Agreement presents a material risk to the public health or safety and that LICENSEE must cease all operations on the Premises, LICENSOR may terminate this Agreement upon fourteen ( 14) days' notice to LICENSEE.

B. Termination by LICENSEE: LJCENSEE may terminate this Agreement by written notice to LICENSOR if ( i) LICENSEE does not obtain all permits, consents, easements, non-disturbance agreements or other approvals (collectively '·Approvals") reasonably desired by LICENSEE or required from any governmental authority o r any third party related to or reasonably necessary to operate, install, maintain, replace, or remove LICENSEE's Facilities, or if any such approval is canceled, expires or is withdrawn or terminated without any fault of LICENSEE, or (ii) LICENSOR fai ls to have proper ownership of the Premises or the authority to e nter into this Agreement, or (iii) LICENSOR fails to c ure a default pursuant to Section 32. Upon tenn ination, all prepaid License Fees shall be retained by LICENSOR, unless termination is pursuant to ( ii) above or (iii) above.

C. Termination by LICENSOR: LICENSOR may terminate this Agreement by written notice to UCENSEE if LI CENSEE fa ils to cure a default pursuant to Section 32. Upon termination for this reason, all prepaid License Fees shall be retained by LJCENSOR.

39. MISCELLANEOUS PROVISIONS.

A. Each undersigned represents and warrants that its s ignature herein below has the power, authority and right to bind t heir respective Parties to the terms of this Agreement, and each Party shall indemnify the o ther fully, including

reaso nable costs and attorney's fees , for any injuries or damages incurred in the event that such auth ority or powe r is not, in act, held by the s ignato ry o r is wit hdrawn.

B. The Parties agree that LICENSO R has e nter ed into this Agree ment in its propri etary capacit y as owner of the Premises and not in any regula tory capacity.

C. All Exhibit s refe renc ed h erein and attached hereto shall be incorporated as if fully set forth in the body o f this Agreement.

D. In the event of any conflict of inconsistency betwee n the terms a nd condit ion in this Agreement and any terms or conditi ons set forth in any Exhibit , purchase order, or other document relatin g to the tran sactions contemplated by this Agreement, the terms and cond itions set forth in this Agree ment sha ll preva il.
[signal ure page folloivs]

SIGNATURE PAGE FOR

GROUND LICENSE AGREEMENT BETWEEN THE CITY OF SANTA ANA
AND
CCTMl LLC

FOR WIRELESS TELECOMMUNICATIONS FACILITIES

AT MADISON PARK
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall
City Clerk
Alvaro Nuñez
City Manager

APPROVED AS TO FORM
SONJA R. CARVALHO
By:

Melissa M. Crosthwaite

LICENSEE
By: CCTM I LLC,
a Delaware limited liability company
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL MAY O 6 2026
____________________________
Rodolfo Rosas, P.E
Acting Executive Director
Public Works

~
Rodolfo Rosas (Aug 25, 2026 14:57:45 PDT)
Rodolfo Rosas

EXHIBI T A
Lega l Description of the Property
STTUA TE IN ORANGE COUNTY , STATE OF CAUFORN IA:

A PORTION OF THE LAND ALLOTTED TO F. W. KOLL IN PART ITION OF THE RANCHO SANT fAGO DE SANTA ANA , RECORDED fN BOOK "B" OF JUDGMENTS OF THE 17TH

JUDIC IAL COURT OF LOS ANGELES COUNTY, CALIFORN IA, LOCATED IN THE COUNTY OF ORANGE, STATE OF CALIFORN IA, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE CENTER LINE OF STANDARD A VENUE 1320.0 1

FEET SOUTHERLY FROM THE INTERSECT ION OF THE CENTER LINE OF STANDARD AVENUE AND MCFADDEN STREET; TH ENCE SOUT H 89° 15' 09" WEST 546.60 FEET TO A POINT ; THENCE SOUT H 0° 37' 15" WEST 1127.70 FEET TO A PO INT; THENCE SOUTH 89° 22' 45" EAST 547.47 FEET TO A POINT ; THENCE NORTH 0° 34' 10" EAST 1140.76 FEET TO THE POINT OF BEGINN ING.

SAID LAND IS INCLUDED WITHIN THE AREA SHOWN ON A MAP FILED IN BOOK 29 PAGE 9 OF RECOR D OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY .

LESS AND EXCEPT THAT PROPERTY CONVEYED IN DEED RECORDED 11/04/ 1955 AS BOOK 3270 PAGE 4 19 OF THE ORANGE COUNTY RECORDS.

TAX ID NO: 0 14-43 1-02
DERfVAT ION CLAUSE

BEING THE SAME PROPERTY CONVEYED TO CITY OF SANTA ANA , A MUN ICIPAL CORPORATION , GRANTEE , FROM MARGARET L. HALL , A MARRIED WOMAN , GRANTOR BY GRAN T DEED RECORDED 07/25/ 1955 , AS BOOK 3 150 PAGE 217 OF ORANGE COUNTY RECORDS.

EXHIBIT B
Origina l Agreement

JM<-'' .. ,,,., ~r ••~ . .,.. ,...,, ;:ILE
~:w, •• vuflnn .. ._ 1,v, (,! , ~ I
A-2005-292
WORK MAY ltlf PHJCEED
CLERK o ,-COUNCIL LAND LEASE AGREEMENT BETWEEN
3 31
re. THE CITY OF SANTA ANA AND OMNIPOINT COMMUNICATIONS INC. for DATE:. - ·-LN' Madison Park
This Agreement, made this 5th day of December, 2005 between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California hereinafter designated "LESSOR" and Omnipoint Communications Inc., a subsidiary of T-Mobile USA, Inc., a Delaware corporation hereinafter designated "LESSEE". The LESSOR and LESSEE a re at times collectively referred to hereinafter as the "Parties".

1. PREMISES. LESSOR hereby leases to LESSEE a portion of that certain parcel of property commonly known as Madison Park (the entirety of LESSOR's property is referred to hereinafter as "the Property" and a legal description of the Property is attached hereto as Exhibit "A"), located at 1528 South Standard Avenue, Santa Ana CA, and being described as a 12' by 27' parcel containing 324 square feet and space required for cable rnns to connect LESSEE's equipment and antennas, together with the non-exclusive right for ingress and egress from and to the nearest public right-of-way, seven (7) days a week, twenty-four (24) hours a day, subject to any restrictions stated herein, on foot or motor vehicle, including trncks, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or along a twelve (12') foot wide right-of-way extending from the nearest public right-of-way, to the demised premises, said demised premises and right-of-way (hereinafter collectively referred to as the "Premises") for access being substantially as described herein in Exhibit "B" attached hereto and made a part hereof.

In the event any public utility is unable to use the aforementioned right-of-way, the LESSOR hereby agrees to grant an alternative right-of-way either lo LESSEE or to the public utility, subject to LESSOR's approval of location and size of said alternative right-of-way, at no cost to LESSEE.

2. SURVEY. LESSOR also hereby grants to LESSEE the r ight to survey the Property and the Premises, and said survey along with d etailed site plans shall then become Exhibit "B" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A". Costs incurred for such work shall be borne by LESSEE.

3. TERM. This Agreement shall be effective as of the date of execution by both parties, provided, however, the initial term shall be for ten (10) years and shall commence on the Commencement Date (defined below).

4. RENT. After the Commencement Date, rental payments will be due in an annual rental amount of twenty eight thousand eight hundred dollars ($28,800.00) to be paid in equal monthly installments of two thousand four hundred dollars ($2,400.00) per month on the first day of the month, in advance, to LESSOR or to such other person, firm or place as the LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. Rent shall be abated until thirty (30) days after the issuance of a building permit or until twelve (12) months after the date of execution of this Agreement, whichever occurs first ("Commencement Date"). If rent is not paid within fifteen (15) days after the due date and provided LESSOR has complied with all applicable notice and cure provisions herein, LESSEE agrees to pay a late charge equal to six percent (6%) of the then-current monthly rent. Rental amounts attributable to partial months shall be prorated on a daily basis.

5. ANNUAL RENTAL INCREASES. The rent payments shall be subject to a n annual rental increase of three percent (3%) per year, to be increased on each anniversary of the Commencement Date.

6. DEPOSIT. In recognition that the Commencement Date may not occur concurrent with the execution of this Agreement by all parties, LESSEE hereby agrees to pay to the LESSOR upon execution of this Agreement, a one-time, non-recurring, non-refundable payment equal to one (1) month's rent.

7. EXTENSIONS. LESSEE is granted options to extend this Agreement for up to three (3) additional five-year (5) terms (each a "Renewa l Tenn"). Each R enewal Term shall be on the same terms and conditions as set forth herein and subject to the approval of the City Manager and Executive Director of Parks Recreation and Community Services as follows: after the expiration of the original term, LESSOR reserves the right to deny any such extension, by providing no less than six (6) months prior written notice before the extended tenn Site#: LA02901A
Site Numc: SC45 I Madison Park
Market: California

ends, if the LESSOR determines, in its reasonable discretion llial LESSEE's continued tenancy would not be in conformity with the LESSO R's intended use of its Property at such time. LESSEE may decline its option lo renew at the end of the then-current term by giving LESSOR written notice of the intent to terminate at least thirty (30) days prior to the end of the then current term.

8. GOVERNMENTAL APPROVALS. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining all of the certificates, permits and ot11er approvals (collectively the "Governmental Approvals") t11at may be required by any Federal, State or local authorities as well as satisfactory soil boring tests which will pennit LESSEE's use of the Premises as set forth herein. LESSOR shall cooperate wit11 LESSEE in its effort to obtain such approvals and shall take no action, which would adversely affect the status of the Property with respect to the proposed use by LESSEE.

Prior to the Commencement Date, LESSEE shall have the right (but not the obligation) lo enter the Premises for the purpose of making 11ecessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests") to determine the suitability of the Premises for LESSEE's Facilities (as defined below and in Exhibit D, attached hereto) and for the purpose of preparing for the construction of LESSEE's Facilities. 1n the event that any of such applications for such Governmental Approvals should be finally rejected or any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is oilierwise withdrawn or terminated by the governmental auiliority or soil boring tests are fotmd to be unsatisfactory so that LESSEE will be unable to use the Premises for its intended purposes or LESSEE determines that the Premises is no longer technically compatible for its intended use, LESSEE shall have the right to tenninate this Agreement. Notice of LESSEE's exercise of its right to tenninate shall be given to LESSOR in wTiting by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE. All rentals paid to said tennination date shall be retained by the LESSOR. Upon such tennination, iliis Agreement shall become null and void and all ilie Parties shall have no further obligations including the payment of money, to each other.

9. APPROVAL OF PLANS. Prior lo commencing construction of LESSEE's Facilities (defined below), LESSEE shall obtain LESSOR's approval of LESSEE's work plans, which approval shall not be unrea~onably withheld, conditioned, or delayed; such approval shall be issued by the Executive Director of U1e Parks, Recreation and Community Services Agency or his/her designee. LESSOR shall give such approval or provide LESSEE with its requests for changes, which changes must comply with all applicable building codes, in writing within fifteen (15) working days of LESSOR's receipt of LESSEE'S work plans. If LESSEE does not receive such approval or request for changes in writing wiiliin such fifteen (15) working day period, LESSOR shall be deemed to have approved U1e plans. LESSOR shall not be entitled to receive any additional consideration in exchange for giving its approval ofLESSEE's plans.

10. USE. LESSEE may use the Premises for any lawful activity in com1ection with the provisions of mobile/wireless communications services, including without limitation, the transmission and the reception of radio communication signals on various frequencies and the construction, maintenance, and operation of related communications facilities. Accordingly, LESSEE shall have the right to construct, maintain, install, repair, and operate on ilie Premises radio communications facilities, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements ("LESSEE's Facilities"). All improvements shall be at LESSEE's sole expense and the installation of all improvements shall be at U1e discretion and option of LESSEE, with LESSOR approval, which approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall be obtained from LESSOR prior to commencement of any construction, alterations, modifications or improvements pursuant to Section 9 above, and LESSEE agrees to submit architectural and engineering drawings ("Plans") of the equipment to be installed. LESSEE agrees that the installation and maintenance of LESSEE's Facilities shall be effected with all reasonable diligence and precaution to avoid damage to the land, property or personnel. Notwithstanding the foregoing, once ilie initial improvements are installed, LESSEE may replace, substitute, upgrade and expand its equipment, cables and antennas which comprise LESSEE's Facilities for the purpose of repairing or upgrading ilie communications capabilities of LESSEE's Facilities, with notice to LESSOR, so Jong as the equipment, cables or antennas remain within the original physical parameters of the Premises.

LESSEE shall not make any substantive physical and/or aesthetic changes to the Premises without the prior approval of LESSOR which shall not be unreasonably wiiliheld, conditioned or delayed. Any such changes are subject to the provisions of Section 13 contained herein below. LESSEE shall be responsible for the cost of any and al I damage to park property i11cluding but not limited to turf, concrete and/or asphalt, buildings and/or apprentices caused by LESSEE regardless of negligence. LESSOR at its discretion may require LESSEE lo repair and or replace said damages or contract for said services and bi! I LESS EE. The cost of said repairs can be subtracted from any deposits Site#: LA0290 1A
Site Name: SC45 I i'vfodison Park
Market: California
2

retained by LESSOR. LESSEE shall have the right to install any warning signs on or about the Premises required by federal, state or local law.

LESSEE's Facilities shall be constrncted and maintained in a manner and with materials that are consistent with tl1e approved plans for the project. The materials actually used must match up with the proposed materials and artislic renderings. LESSOR shall provide LESSEE, LESSEE's employees, agents, contractors, subcontractors and assigns witl1 access to the Premises twenty-four (24) hours a day, seven (7) days a week, at no charge to LESSEE.

LESSOR represents and warrants that it has full rights of ingress to and egress from the Premises, and hereby grants such rights to LESSEE to the extent required to constrnct, maintain, install and operate LESSEE's Facilities on the Premises, and to remove them therefrom. LESSOR shall, at its sole expense, maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow reasonable access to the Premises by LESSOR. Except in cases of emergency, LESSEE agrees to provide twenty-four hours notice to LESSOR before any installation, maintenance, replacement or repair is to take place on ilie Premises. In the event that maintenance is required, such as the replacement of missing branches or the repainting of LESSEE's Facilities, such maintenance must be completed by LESSEE within thirty {30) days.

I 1. INDEMNIFICATION.

A. LESSEE's Indemnity. LESSEE shall indemnify, defend and hold LESSOR its officers, employees, successors and assigns harmless from and against any and all loss, cost, claim, liability ("Claims") occurring on fue Premises and arising out of or connected with the negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors except for Claims arising out of (i) tl1e negligence or willful misconduct of LESSOR, its officers, agents, employees, successors, assigns, or contractors; (ii) violation of law by LESSOR, its officers, agents, employees, or contractors; (iii) the breach of any duty or obligation by LESSOR under this Agreement; or (iv) any condition relating to the Premises which LESSEE has no obligation to repair or maintain.

B. LESSOR's Ind emnity. LESSOR shall indemnify, defend and hold LESSEE, its officers, employees, successors and assigns hannless from and against any and all loss, cost, claim, liability ("Claims") occurring on the Premises and arising out of or c01mected with the negligence or willful misconduct of LESSOR, its officers, agents, employees, or contractors, including, but not limited to City Business as defined in Section 17 below, except for Claims arising out of (i) the negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors; (ii) violation of law by LESSEE, its officers, agents, employees, or contractors; (iii) the breach of any duty or obligation by LESSEE under this Agreement; or (iv) any condition relating to the Premises which LESSOR -has no obligation to repair or maintain.

12. INSURANCE.

A. In accordance with the provisions of Section 3300 of the Labor Code, if LESSEE has any employees it is required to be insured against liability for worker's compensation or to undertake self-insurance.

Prior to commencing perfonnance of this Agreement, LESSEE agrees to obtain and maintain employer's liability insurance with limits not less than $1,000,000 per accident. If LESSEE has no employees, nor workers' compensation coverage, it must execute a Declaration available from LESSOR, and update as is necessary.

B. LESSEE shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or equivalent form, with a combined single limit of not less than S 1,000,000 per occurrence.

Such insurance shall: (1) name LESSOR, its officers, agents, representatives, employees and volunteers as additional insureds (see sample Exhibit C); (2) be primary with respect to insurance or self-insurance programs maintained by LESSOR; (3) contain standard separation ofinsured's provisions; and (4) give to LESSOR prompt and timely notice of claim made or suit instituted arising out ofLESSEE's operations hereunder.

LESSEE shall: (a) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance ai1d additional insured endorsement to LESSOR which shall clearly evidence all coverages required above; {b) provide that such insurance shall not have its required limits reduced or tenninated except on thirty (30) days prior written notice to LESSOR; (c) maintain such insurance for the period covered by this Agreement; and (d) replace such certificates for policies expiring prior to the expiration of this Agreement.

13. INTERFERENCE. LESSEE's Facilities shall not disturb the communications configurations, equipment, and frequency, which exist on the Property on the date this Agreement is fully executed ("Pre-Existing Sile II: LA02 90 1A
Sile Name: SC45 I Madison Park
Markel: Californ ia
3

Communications") and LESSEE 's Facilities shall comply with all non-interference rules of the Federal Communications Commission ("FCC"). LESSOR shall not use, or permit the use of, any portion of the Property in any way, which interferes with LESSEE's use of the Premises or encroaches upon the Premises. In addition to any other rights LESSEE may have hereunder, LESSEE shall have the right to bring legal action to enjoin such interference against the party causing any alleged interference and/or immediately terminate this Agreement.

Notwithstanding the foregoing, Pre-Existing Communications operating in the same manner as on the date this Agreement is fully executed shall not be deemed interference. LESSOR shall require any future tenants, assignees, licensees, or occupants using any portion of the Property for the operation of mobile/wireless or radio communications facilities to comply with the provisions of this Section and shall obtain LESSEE's written consent prior to allowing such use of the Property, which such consent shall not be unreasonably withheld, conditioned, or delayed, provided that LESSEE's consent may be withheld if interference with LESSEE's transmissions, receptions, operations, or use of frequency will result due to such use, whether or not such interference is with LESSEE's frequencies or otherwise. The Executive Director of Parks shall determine whether consent is unreasonably withheld and may require LESSEE to consent subject to the above conditions.

14. REMOVAL UPON TERMINATION. LESSEE, upon expiration or earlier termination of the Agreement, shall, within ninety (90) days, remove all of LESSEE's fixtures and all personal property and otherwise restore the Premises substantially to its original condition, at LESSEE's sole expense, reasonable wear and tear, and casualty excepted. Underground conduits and foundations may remain at LESSOR.'s option. LESSOR agrees and acknowledges that all of the equipment, fixtures and personal property of LESSEE shall remain tl1e personal property of LESSEE and LESSEE shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. If such time for removal causes LESSEE to remain on the Premises past tl1e aforementioned ninety (90) day period after the expiration or earlier termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on tJ1e existing monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. Antenna support structure and all utilities cabling a nd wiring shall remain at LESSOR's option in as-is condition.

15. RECORDING AND QUITCLAIM DEED. If requested by LESSEE, LESSOR agrees promptly to execute and deliver to LESSEE a recordable Memorandum of this Land Lease Agreement in the form of Exhibit "F". LESSEE agrees to execute and record a quitclaim deed or other instrument evidencing the termination of LESSEE' s interest in the Property upon the expiration or termination of this Agreement.

16. RIGHTS UPON SALE. Should the LESSOR, al any time during the term of this Agreement, decide to sell all or any part of tl1e Property to a purchaser other than LESSEE, such sale shall be under and subject to this Agreement and LESSEE's rights hereunder, and any sale by the LESSOR of tl1e portion of this Property underlying the right-of-way herein granted shall be under and subject to the right of LESSEE in and to such right-of-way. LESSOR shall obtain for the benefit of LESSEE a reasonable non-disturbance agreement from the present and any future mortgagee(s) or holder(s) of a deed of trust confirming that LESSEE's right to quiet possession of the Premises during tl1is Agreement shall not be disturbed, so long as LESSEE is not in default under this Agreement.

17. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and perfom1ing the covenants shall peaceably and quielly have, hold and enjoy the Premises, provided however, that LESSOR shall have the right and privilege to conduct City Business on the Property, as necessary, and to lease Tower 2, as set forth in Paragraph 25, below. "City Business" shall include, but not be limited to the following: mi.nor maintenance, minor landscaping, minor construction, concessionaires, and City sponsored events, located near the Premises, so long as the City Business does not interfere with or impair the operation ofLESSEE's Facilities.

18. TITLE. LESSOR covenants that LESSOR is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement. LESSOR further covenants that there are no other liens, judgments or impediments of title on the Property or affecting LESSOR's title to the same and that there are no covenants, easements or r estrictions which prevent the use of the Premises by LESSEE as set forth above.

19. NO LIENS. LESSEE will nol permit any mechanics' or materialmen's liens on the Property for any labor or material furnished to LESSEE in connection with work performed. LESSEE shall have the right to contest the validity, nature, or amount of any such lien but, upon the final determination of such questions, shall immediately pay any adverse judgment rendered with all proper costs and charges and have the lien released at its Site#: LA02901A
Site Name: SC45 I Madison Park
Market California
4

own expense. If LESSEE desires to contest any such lien, then prior to commencing such contest, it will post a bond, where necessary, to release the lien.

20. MISCELLANEOUS LESSEE RESPONSIBILITIES.

A. Maximum Permissible Exposure - LESSEE shall comply with all present and future laws, orders and regulations relating to Maximum Permissible Exposure ("MPE") and other related health issues directly applicable to its operation of LESSEE's Facilities, as well as the American National Standards Institute (ANSI) standards. Without limiting the provisions of LESSEE's indemnity contained herein, LESSEE, on behalf of itself and its successors a11d assigns, shall indemnify LESSOR from and against all claims of personal injuries due to violation ofMPE to the extent such personal injuries are actually caused by LESSEE's Facilities on the Premises.

B. LESSEE shall maintain LESSEE's Facilities and shall make all repairs to the Premises necessitated to keep the Premises safe. LESSOR may require LESSEE to make repairs to and/or replace damaged equipment of LESSEE's Facilities and/or any parts thereto regardless of fault (including but not limited to damage caused by vandalism or acts of god not later than one ( l) week after said damage is reported to LESSEE, except for damage cause by LESSOR. This time period may be extended with written authorization from the Executive Director of Parks and Recreation. In the event such authorization is not given and repairs are not made in one week, LESSOR may cause such repairs to be made including making said repairs and/or hiring a consultant to make said repairs. LESSOR may charge LESSEE for the cost of said services. Damage caused by graffiti shall be removed within forty-eight ( 48) hours notification to LESSEE by LESSOR. If said graffiti is not removed within the 48-hour period, City may remove said graffiti and bill LESSEE for the cost of services.

C. LESSEE shall pay all personal property taxes assessed directly against its equipment and all increases in LESSOR's real property taxes or assessments directly attributable to installation of LESSEE's equipment or LESSEE's use of the Premises, within sixty (60) days after receipt of satisfactory documentation indicating calculation of LESSEE's share of such real estate taxes and proof of payment provided that such amounts are in fact due within the said sixty (60) day period. LESSEE has the right to challenge any unreasonable tax assessment.

D. LESSOR grants LESSEE the right to obtain utilities for the operation of LESSEE's Facilities. LESSEE shall be responsible directly to the serving entities for any and all utilities required by LESSEE for its use of the Premises. LESSOR shall cooperate with LESSEE in its efforts to obtain utilities from any location provided by LESSOR or the servicing utility, including signing any easement or other instnunent reasonably required by the utility company.

E. LESSEE shall have the right to replace or repair its equipment or any portion thereof during the term of this Agreement. LESSEE will maintain the Premises in a good condition, reasonable wear and tear excepted.
2 1. EMERGENCY USE OF SITE. LESSEE shall make available to the police, fire and emergency services of the City of Santa Ana space on its communications tower at no cost to LESSEE or said entities, subject to structural analysis. The City of Santa Ana is responsible for maintaining its own equipment. The space to be made available will not create interference with LESSEE's communications operations. As to any future subleases, their respective installations will be permitted only at such locations that will not cause interference with LESSEE or LESSOR and the City's operations. The City entities will be afforded 24-hour access to its equipment at the Property. ]11 addition, the City will be provided "power backup" by LESSEE, if available at the Premises.

22. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between the LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either the LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawfol and authorized under this Agreement, either in law or in equity.

Site ii: LA02901A
Sire Name: SC45 l Madison Park
Market: California

23. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of California, with venue in Orange County.

24. ATTORNEYS' FEES. The substantially prevailing party in any legal action or lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any.

25. ASSIGNMENT.

A. LESSEE will not assign or transfer this Agreement or sublet any portion of the Premises without the prior written consent of LESSOR, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, U1at LESSEE shall have the right to sublease or assign its rights under this Agreement, to any of LESSEE's (i) partners, parents, subsidiaries, affiliates, or successor legal entities, {ii) in connection with the sale, exchange, or other transfer of LESSEE's FCC authorization for the geographic area in which the Premises are located or of majority of LESSEE's network assets in the geographic area where the Premises are located, or (iii) in connection with any financing, loan, security interest, pledge, or mortgage of LESSEE's property.

B. LESSEE and LESSOR acknowledge and agree that LESSEE will install facilities that will consist of two separate communications towers and equipment rooms. LESSEE further agrees that LESSOR, and not LESSEE, shall retain ownership and is responsible for the maintenance and repair of the second Tower and the equipment room associated with that Tower {"Tower 2"). Further LESSOR shall retain the authority and absolute right to enter into a LEASE AGREEMENT with a second mobile/wireless communications provider ("LESSEE 2") to utilize Tower 2. The Lease Agreement for Tower 2, shall include a provision that prior to commencement of tl1e Lease Agreement for Tower 2, LESSEE 2 will reimburse LESSEE for a pro rata share of the construction costs incurred by LESSEE in constructing the facilities. Pro rata share is defined by the number of wireless carriers on the second Tower.

26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, ret11m receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice):

Site#: LA02901A
LESSOR:

Courtesy
Copy to
LESSEE:

Copy to:

Site Name: SC45 I Madison Park
Market: California
City of Santa Ana
Executive Director
Parks, Rec. & Community Services (M-23)
888 W. Santa Ana Blvd.

Santa Ana, CA 92702
City of Santa Ana - Office of the City Attorney
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
T-Mobile USA, Inc.
12920 SE 381h Street
Bellevue, WA 98006
Attn: PCS Lease Administrator
With a copy to: Attn: Legal Dept.

OMNIPOINT COM!vlUNICA TIONS INC., a subsidiary
of T-Mobile USA, Inc.
(Site#: LA0290!A)
3 Imperial Promenade, Suite 1100
Santa Ana, CA 92707
Attn: Lease Administration Manager
6

Notice shall be effective upon mailing or delivering the same to a commercial courier, as permitted above. 27 . SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representatives, successors, administrators and assigns of the Parties hereto. 28 . RELOCATION RIGHT.

A. Anytime after the expiration of the original tenn, LESSOR shall have the one-time right, upon redevelopment of the Property, to relocate -LESSEE's Facilities to alternate space within the Property, if available; provided however, that such relocation shall (I) be at LESSOR's sole cost and expense, (2) be performed by LESSEE or its agents, (3) not result in any interruption of the communications service provided by LESSEE on the Property, (4) not impair, or in any manner alter, the quality of communications service provided by LESSEE on and from the Property, and (5) be done in accordance with subsections B and C below. Upon relocation of LESSEE's Facilities, the access and utility rights of way will be relocated as required, in the sole discretion of LESSEE, to operate and maintain LESSEE's Facilities.

B. LESSOR shall exercise its relocation right under subsection A above by (and only by) delivering written notice (the "Notice") to LESSEE. In the Notice, LESSOR shall propose an alternate site within or on the Property to which LESSEE may relocate LESSEE's Facilities. LESSEE shall have sixty (60) days from the date it receives the Notice to evaluate LESSOR's proposed relocation site, during which period LESSEE shall have the right to conduct tests to determine the technological feasibility of the proposed relocation site. If LESSEE fails to approve of such proposed relocation site in writing within the sixty-day period, LESSEE shall be deemed to have disapproved such proposed relocation site. If LESSEE disapproves such relocation site, then LESSOR may thereafter propose another relocation site by Notice to LESSEE in the manner set forth above. Any relocation site which LESSOR and LESSEE agree upon in writing shall be referred to as the "Relocation Site." LESSEE shall have a period of not less than twelve (12) months after execution of a written agreement between the parties concerning the location and dimensions of the Relocation Site to relocate LESSEE's Facilities to the Relocation Site.

Upon relocation of LESSEE's Facilities to the Relocation Site, all references to the Premises herein shall be deemed to be references to the Relocation Site. LESSOR and LESSEE agree that the Relocation Site (including the access and utility right of way) may be surveyed by a licensed surveyor at the sole cost of LESSEE, and such survey will then replace Exhibit "B" and become a part hereof and will control or describe the Premises.

Except as expressly provided, LESSOR and LESSEE hereby agree that in no event will the relocation of LESSEE's Facilities, or any part thereof, under subsection A above, affect, alter, modify or otherwise change any of the terms and conditions of this Agreement
C. Should the parties fail to agree on a suitable Relocation Site, LESSOR may pay LESSEE the depreciated value for LESSEE's Facilities and equipment should the Premises be needed for a governmental purpose.

29. DEFAULT. In the event there is a default by either party with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, the non-defaulting party shall give the defaulting party written notice of such default. After receipt of such written notice, the defaulting party shall have fifteen (15) days in which to cure any monetary default and thirty (30) days in which lo cure any non-monetary default, provided the defaulting party shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the defaulting party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. The non-defaulting party may not maintain any action or affect any remedies for default against the defaulting party unless and until the defaulting party has failed to cure the same within the time periods provided in this Section. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suit.

30. ENVIRONMENTAL.

A._ LESSEE shall not bring any Hazardous Materials onto the Premises/Property, except for those contained in its back-up power batteries and common materials used in telecommunications operations. "Hazardous Materials" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation, including petroleum and asbestos. LESSEE will treat and Site /1: LA02901A
Sile Name: SC45 I Madison Park
Market: California
7

dispose of any Hazardous Materials brought onto the Premises/Property by it in accordance w ith all federal, state and local laws and regulations.

B. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing s tandards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way relateli to activity now conducted in, o n, or in any way related to the Property, unless such conditions or concerns are caused by the activities of LESSEE.

C. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume all duties, responsibility and liability al LESSOR's sole cost and expense, for all duties, responsibilities, and liability (including but not limited to payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: (i) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing s tandards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by LESSEE; and (ii) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE.

31. CASUAL TY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within sixty (60) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than sixty (60) days, then LESSEE may at any time following such fire or other casualty, provided LESSOR has not commenced the restoration required to pennit LESSEE to resume its operation at the Premises, tetminate this Agreement upon twenty (20) days written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such tennination date, with respect to payments due to the other under this Agreement. If LESSEE decides not to terminate this Agreement, Rent shall be abated proportionally to the reduction of use.

32. CONDEMNATION. In the event of any condemnation of the Premises, LESSEE may terminate this Agreement upon fifteen (15) days written notice to LESSOR. LESSEE may on its own behalf make a claim in any condemnation proceeding involving U1e Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses, and any other amount recoverable by LESSEE under condemnation law (but not for the loss of its leasehold interest). Any such notice of tennin ation shall cause this Agreement to expire with the same force and effect as though the date set forlh in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement.

33. SUBMISSION OF LEASE. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement.

34. APPLICABLE LAWS. LESSEE shall use the Premises for the use described herein in accordance with applicable laws, mies and regulations. LESSOR agrees to keep the Property in conformance with all applicable, laws, rules and regulations and agrees to reasonably cooperate with LESSEE regarding any compliance required by LESSEE in respect to its use of the Premises.

35. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement, w hich require perfonnance subsequent to the termination, or expiration of this Agreement shall also survive such termination or expiration.

Site II: LA0290IA
Si1e Name: SC45 I Madison Park
Market: California
8

36. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement.

37. PROPERTY SPECIFIC ACCESS RULES/REGULATIONS. To the extent that such rules are not inconsistent with or do not interfere with LESSEE's rights herein, LESSEE agrees to abide by all rules and regulations of the Property and Premises imposed by LESSOR as set forth in Exhibit D, attached hereto, as the same may be changed from time to time upon reasonable notice to LESSEE. These mies and regulations are specific to t11e Facilities site and are imposed to insure the proper maintenance, good order and reasonable use of the Premises and Property and as may be necessary for the enjoyment of t11e Premises and Property by boili parties hereto.

38. POWERING DO\VN DURING MAINTENANCE/ REPAIR
(Not applicable to free-standing/independent Communications Facilities). LESSEE agrees that during all maintenance on the Communications Facility by ilie LESSOR or other lessees or users of the Facility, while following the procedures and guidelines set forth by the Occupational Safety and Health Administration (OSHA) and the FCC implementing the National Environmental Policy Act of 1969, when continuing transmission is deemed unsafe for maintenance personnel (based upon standards promulgated by a governmental authority having jurisdiction over LESEE) due to radiation, the effected transmitters of LESSEE will be turned off until the unsafe condition no longer exists. The earliest practicable notice will be given to LESEE using the information in Exhibit E, as applicable.

39. TERMINATION.

A. Compelled Termination: If, during the lease term, there is a determination made pursuant to an unappealable order of a county, state, or national governmental health agency having proper jurisdiction over LESSEE's operations that LESSEE's use of the Premises poses a human health hazard which cannot be remedied and that LESSEE must cease all operations on the Premises, then LESSEE shall immediately cease all operations on the Premises and this Agreement shall terminate as of the date of such order. In the event the Federal Commwiications Commission, or any successor agency, makes a determination v,-hich is final and non­ appealable or which is affirmed and becomes final after the exhaustion of all available appeals concluding that LESSEE's use as set forth in this Agreement presents a material risk to the public healili or safety and that LESSEE must cease all operations on the Premises, LESSOR may tenninate this Agreement upon fourteen (14) days notice to LESSEE.

B. Termination by LESSEE : LESSEE may tenninate this Agreement by notice to LESSOR if (i) LESSEE does not obtain all pem1its, consents, easements, non-disturban ce agreements or other approvals (collectively "approval") reasonably desired by LESSEE or required from any governmental authority or any third party related to or reasonably necessary to operate, install, maintain, replace, or remove LESSEE's Facilities, or if any such approval is canceled, expires or is withdrawn or terminated without any fault of LESSEE, or (ii) LESSOR fails to have proper ownership of the Premises or ilie authority to enter into this Agreement, or (iii) for any reason or no reason after the first ten (10) years, only with twelve (12) months' written notice to LESSOR, or (iv) the Property or LESSEE's Facilities are, or become, unacceptable under LESSEE's design or engineering specifications for LESSEE's Facilities or the communications system to which LESSEE's Facilities belong, or (v) LESSOR fails to cure a default pursuant to Section 29. Upon termination, all prepaid rent shall be retained by LESSOR, unless termination is pursuant to (ii) above or (v) above as the result of LESSOR' s default.

C. Termination by LESSOR: LESSOR may terminate this Agreement if LESSEE fails to perform any of its obligations pursuant to this Agreement (including all attached Exhibits/Attachments) after giving written notice to LESSEE and reasonable time to cure as set forth in Section 29.

40. MISCELLANEOUS PROVJSJONS.

A. Each undersigned represents and warrants that its signature herein below bas the power, authority and right to bind their respective parties to each of the terms of this Agreement, and each party shall indemnify the other fully, including reasonable costs and attorney's fees, for any injuries or damages incurred in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

B. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreemenl
Site ti: LA02901A
Site Name: SC45 l Madison Park
Market: California
9

C. LESSOR shall not have unsupervised access to LESSEE's equipment and LESSEE's Facilities, except in cases of exigent circumstances or emergency situations.

D. LESSEE shall be permitted to trim the trees on the Property to the extent necessary for the operation of LESSEE's Facilities, provided that (i) any tree trimming work shall be performed only under the supervision of a licensed arborist, (ii) LESSEE notifies LESSOR in writing at least ten ( 10) days in advance of its intent to trim trees, and the Executive Director of Parks and Recreation or his designee approves in writing any proposed trimming, (iii) LESSEE agrees to trim any additional trees reasonably requested by LESSOR, and (iv) the tree trimming is at LESSEE's sole cost. LESSOR reserves the right to reasonably deny any request to trim trees, Site#: LA0290 I A
Site Name: SC45 l Madison Park
Market: California
10

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST:
~~~'if::-~-/C....L-,C.....

PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:

JOSEPH W. FLETCHER
City Attorney
By: +AJ..&~!::2:::::~~::::S:~
LAU
Assistant City Attorney

CITY OF SANTA ANA
DA~
City Manager
LESSEE: • UNICATIONS INC.,
By:

Printed Name:

Its:

Date:

Site#: LA02901A
Site Name: SC45 I Madison Park
Market: Californ ia
ile USA, Inc.

II

APN: 014-431-02

EXHIBIT A

LEGAL DESCRIPTION

OF THE PROPERTY
All that certain real property located in the County of Orange, State of California, being more particularly described as follows:

A PORTION OF THE LAND ALLOTTED TO F. W. KOLL IN PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK " B" OF JUDGEMENTS OF THE 17TH J UDICIAL COURT OF LOS ANGELES COUNTY,

CALIFORNIA, LOCATED IN THE COUNTY OF ORANGE , STATE OF
CALIFORNIA , DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE CENTER LINE OF STANDARD AVENUE 1320 . 01 FEET SOUTHERLY FROM THE INTERSECTION OF THE CENTERLINE OF STANDARD AVENUE AND MCFADD':::N STREET ; THENCE 89° 15 ' 09" WEST 546.60 FEET TO A POINT ; THENCE SOUTH 0° 37' 15 " WEST 1127 . 70 FEET TO A POI NT ; THENCE SOUTH 89° 22 ' 45 " EAST 547.47 FEET TO A POINT ; THENCE NORTH 0° 34 ' 10 " EAST 1140 . 76 FEET TO THE POINT OF BEGINNING .

AFFECTS THE gEREIN DESCRIBED LAND AND OTHER LAND.

End of Legal Description
LESSOR INITIALS: ____ _
LESSEE INITIALS: ____ _
Site#: LA02901A
Site Name : SC45 l Madison Park
Market: Califom ia
12

EXHIBITB

LEGAL DESCRIPTION OF THE PREMISES
&

SITE PLANS/ DESCRIPTIVE RENDERINGS
However, it is expressly agreed and understood by and between the LESSOR and LESSEE that the exact and precise location of the LESSEE's Facilities are subject to review and approval by the planning and/or zoning Boards having jurisdiction over the "l'remises".

Therefore, it is expressly agreed and understood by and between LESSOR and LESSEE that the precise location of the Premises as shown on Exhibit "B" may be modified by the LESSEE in order to comply with and obtain necessary planning and/or zoning approvals, and any and all other approvals necessary for LESSEE's intended use of the property. The Premises as described herein may therefore be modified by the LESSEE to reflect the final engineering design. An amended Exhibit "B" (if necessary) will be provided by the LESSEE and attached to the lease in place of the existing Exhibit "B", a copy of which will be provided to the LESSOR for review prior to being incorporated into the Agreement.

See the attached drawings dated 2/6/06, identified as Site Name Madison Park, Site Number LA02901-A, Sheets T­ l , LS-1, LS-2, C-1, C-2, A-1, and A-2.

LESSOR INITIALS: ____ _
LESSEE INITIALS:

Site#: LA02901A
Sile Name: SC45I Madison Park
Markel: Califomia
13

EXHIBITC

ADDITIONAL INSURED ENDORSEMENT
Insurance Company ____ ________ _____ _
This endorsement modifies such insurance as 1s afforded by the provisions of Policy # ________ relating to the following:

1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employees, agents and volunteers are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured.

2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance can-ied by or for the benefit of the additional insureds.

3. This insurance applies separately to each insured against ,vhom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

4. With respect to the additional insureds, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.)
Effective , this e ndorsement form as a part of ----------------Policy# ____ _ ____ _______ _ Issued to ----- -------- -------- ---------
Site#: LA02901A
Site Name: SC45 I Mad ison Park
Market: California
Named Insured
Countersigned by _ _ _ _______ _____ _
Authorized Representative
14

EXHJBJTD

PROPERTY SPECIFIC ACCESS RULES/REGULATIONS

1. LESSOR shall have the unilateral right and privilege to undertake all normal items and operations associated with the current use of the Property, including, but not limited to public events and City business, which may include high powered electric lights and food services, arrange for the televising of any public event to be held at the Property, and ability to contract with other interested parties.

2. City business may also include minor landscaping, minor maintenance and minor construction proximately located near the Premises, so long as the City business does not interfere with or impair the operation of LESSEE's Facilities.

3. LESSEE's access to the Premises shall be limited when the Premises is being used for a public event, and the four (4) hours before and after any such event. LESSEE will obey any procedures set by LESSOR regarding notification before visiting the Premises, checking in on-site, parking, gates, etc.

4. For purposes of describing the Premises and LESSEE Facilities only, LESSEE is consh-ucting two wireless/mobile communications towers and the equipment rooms necessary for each of the two towers. LESSEE is leasing a portion of the property to constrnct Tower 1 and its equipment room for its own purposes (as depicted in Exhibit B and referred to in the Agreement as the Premises).

LESSOR reserves that portion of the Property upon which Tower 2 and its equipment room are located which shall not be part of the Premises or LESSEE'S Facilities. LESSOR retains the right to lease the reserved tower and equipment room to a second communications provider as set forth in Paragraph 25 in said LEASE.

Site II: LA0290JA
Site Name: SC45 I Madison Park
Market: California
15

EXIDBITE
CONTACT INFORMATION:

LESSOR'S TECfLNICAL CONTACTS:

Name:

Address:

Daytime Phone No.:

Facsimile No.:
24-Hour Contact
No.:

Dispatch Center:

1. 2.

Ron Ono
Mike Lopez
20 Civic Center Plaza M-23, Santa Ana, CA 92702
Ron: (714) 571-4220
Mike: (714) 571-4212
(714) 571-4209
Ron: Cell (714) 231-6116
Mike: Cell(714)231-6112
NIA
LESSEE'S TECHNICAL CONT ACTS:

Name:

Address:

Daytime Phone No.:

Facsimile No.:
24-Hour Contact
No.:

Dispatch Center:

Site#: LA0290 1A
Site Name: SC45 I Madison P ark
Market: Californ ia

1. Mehmet Oznar

2. Danny Bazerman
3 Imperial Promenade, Ste. 1100, Santa Ana, CA 92707
(714) 850-2403
(714) 850-6620
N.O.C. (888) 662-4662
N.O.C. (888) 662-4662
16

EXHIBIT F

MEMORAND UM OF LAND LEASE AGREEMENT
THIS MEMORANDUM OF LAND LEASE AGREEMENT is made and entered into as of _______ _ ____ , 2005 by and between City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Lessor") and Omnipoint Communications Inc., a subsidiary of T-Mobile USA, Inc., a Delaware corporation ("Lessee").

WITNESSETH:

That Lessor hereby leases to Lessee and Lessee hereby leases from Lessor a po1iion of that certain real property (the "Property ") in the State of California, County of Orange, City of Santa Ana commonly known as Madison Park, 1528 South Standard Ave., Santa Ana, CA, 92707, a legal description of which is s hown in Exhibit A attached hereto and incorporated herein by reference, under the terms and conditions of the unrecorded Land Lease Agreement by and between Lessor and Lessee dated by Lessor ------- -~ 2005, and incorporated herein by reference (the "Agreement ") for an initial term of ten (10) years, commencing on the Commencement Date, as defined in the Agreement, and three (3) subsequent optional extension terms of five (5) years each, pursuant to the tenns of the Agreement. The Agreement provides for grant of non-exclusive right or way for rights of access to the Property and to electrical and telephone facilities serving the Property.

IN WITNESS WHEREOF, the parties have executed the Memorandum as of the day and year first above written.

LESSOR:

City of Santa Ana
By: ______ ____ _ ___ _
Title: - ---------- ---Address
[FOR1'v1 DOCUMENT, PLEASE INITIAL ONLY - NOT FOR EXECUTION] Owner Initials _ _ _ _
Lessee Initials
Site fl: LA02 90 I A
Site Name: SC45 I Madison Park
Market : Califomia
17

SCOPE OF WORK

THE PROPOSED PROJECT ENTAILS,
CONSTRUCTION o;= A CONCRETE SLAB UJITl-l (4) NEWT-MOBILE EQUIPMENT CABIN::T&

INSTALLATION OF ANTENNAS MOUNTED ON A NEW MONOPALM
COAX CAElLE RUN& FROM EQUIFMENT TO PANEL ANTENNAS
• A 2(l)(l)A ELECTRICAL ~ TELEPl-lONE SERVIC E TO EOUIFM""c:NT

APPLICABLE CODES
2001 CAL IFORNIA BUILDING CODE
2001 CALIFORNIA ELECTRICAL CODE

HOB ART ST

E ELDER
~
i
Q
~
E BORCl-lARD AVE
• ~
<S)
E 1-lOOD A
1~,1/.

E EDING ER AVE

NO SCALE

V ICINITY MAP
■ ■
LA02<30l ·

MADISON F

APPROVALS

PRINT NAME SIGNATURE DATE

CONSTRUCTION

REAL ESTATE
ZONING

RF ENGINEER
NEiUJORK
PROPERiY OUNER
MISC.

UTILITY CONTACTS
EL ECTRIC COMPANY .,_,TB=D"'------ - SEE DllJG. E - 1
TELEF'l-!OIE C0.'1PANY -'--'TB:::,D::..._ _ _ _ _ _ &:E DllJG. E-1

SUBMITTAL RECORD

DE&CR IPTION DATE
l;ON IN~/~% REVIEW ':l/':l/02
Fl~AI. ':l;,12% ':1/l':l/02
~ITY COMMENT& ~/26/0!;
~Yl5El2 Q~WINGS Ei;;~ ~ITY C0.'1MENTi! ll/lf1/0!;
RE:,@E;Q L,AYQ\JT 02/~6~&

EXHIB ITC
Legal Description and Survey of the P,·emises

PROPERTY OWN ER
C[TY OF SANTA ANA, A MUNICIPAL CORPORATION

PROPERTY ADDRESS
1528 1/2 S. STANDARD AVE., SANTA ANA, CALIFORN IA 92707

PARCEL NUMBER
0 I 4-431-02
TOWER LICENSE , also referred to in survey as EXISTING LEASE and TOWER LEASE:

EXISTCNG LEASE:

Tl IA T PORTION OF SECTION I 9, TOWNSHIP 5 SOUTH, RANGE 9 WEST, SAN BERNAR.DCNO MERIDIAN, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTERLINE CNTERSECTION OF EDINGER AVENUE AND ST ANDA RD A VENUE;
THENCE NORTH 01 ° 24' 14" EAST, ALONG THE CENTERLCNE OF STANDARD AVENUE, 482.00 FEET;
THENCE NORTH 88° 35' 46" WEST, DEPARTTNG SAID CENTERLINE, 367.60 FEET TO THE TRUE POINT OF BEG[NNING;
THENCE NORTH 89° 42' 00" WEST, 18.50 FEET;
THENCE NORTH 00° 18' 00" EAST, I 7.50 FEET;
THENCE SOUTH 89° 42' 00" EAST, 18.50 FEET;
THENCE SOUTH 00° 18' 00" WEST, 17.50 FEET TO THE TRUE POINT OF BEGINNING AND CONTATNlNG 0.007 ACRES (324 SQUARE FEET) OF LAND MORE OR LESS.

TOWER LEASE:

THAT PORTION OF SECTION 19, TOWNSHIP 5 SOUTH, RANGE 9 WEST, SAN

BERNARDINO MERIDIAN, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CAUFORN IA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCTNG AT THE CENTERUN E INTERSECTION OF EDCNGER A VENUE AND STANDARD AVENUE;
THENCE NORTH 01 ° 24' 14" EAST, ALONG THE CENTERLINE OF STANDARD AVENUE, 482.00 FEET;
THENCE NORTH 88° 35' 46" WEST, DEPARTING SAID CENTERLCNE, 367.60 FEET; THENCE SOUTH 19° 18' 48" WEST, 1.60 FEET TO THE TRUE POINT OF BEGINNTNG;

THENCE SOUTH 00° 18' 00" WEST , I 0.00 FEET;
THENCE NORTH 89° 42' 00" WEST , I 0.00 FEET;
THENCE NORTH 00° 18' 00" EAST, I 0.00 FEET;
THENCE SOUTH 89° 42' 00" EAST , 10.00 FEET TO THE TRUE POINT OF BEGINNING AND CONTAlN ING 0.002 ACRES (100 SQUARE FEET) OF LAND MORE OR LESS.

ACCESS & UTILITY EASEMENT :

THAT PORTlON OF SECT ION 19, TOWNSHIP 5 SOUTH , RANGE 9 WEST , SAN BERNARDINO MERlDIAN , IN THE CITY OF SANT A ANA , COUNTY OF ORANGE , ST A TE OF CALJFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENT ERLINE INTE RSECT ION OF EDINGER A VENUE AND STANDARD A VENUE;
THENCE NORTH 01° 24' 14" EAST , ALONG THE CENTERL INE OF STANDARD AVENUE , 482.00 FEET ;
THENCE NORTH 88° 35' 46" WEST , DEPARTING SA ID CENTERLINE , 367.60 FEET TO THE TRUE POINT OF BEGLNNLNG;
THENCE NO RTH 00° 18' 00" EAST, 17.50 FEET ;
THENCE SOUTH 89° 42' 00" EAST, 8.50 FEET;
THENCE SOUTH 0 1 ° 29' 24" WEST , 46.01 FEET ;
THENCE NORT H 89° 42' 00" WEST , 25.25 FEET ;
THENCE SOUTH O 1 ° 17' 26" WEST , 167.94 FEET;
THENCE SOUTH 36° 40' 16" EAST , 48.43 FEET;
THENCE SOUTH 01 ° 27' 04" WEST , 203.3 1 FEET TO A POINT ON THE NORTHERLY RIGHT­ OF-WAY LINE OF EDINGER AVENUE;
THENCE NORTH 88° 32' 56" WEST , ALONG SAID RIGHT -OF-WAY LINE, 20.00 FEET ; THENCE NORTH 01 ° 27' 04" EAST, DEPARTCNG SAID RIGHT-OF-WAY U NE, 196.40 FEET ; THENCE NORTH 36° 40' 16" WEST , 48.37 FEET;

THENCE NORTH O I
O
17' 26" EAST, 203.00 FEET;
THENCE SOUTH 89° 42' 00" EAST, 37.20 FEET TO THE TRUE POINT OF BEGINNING.

LESS AND EXCEPT THAT PORT ION LYING WJTHIN THE TOWER LEASE AREA.

CONTA INING 0.223 ACRES (9,723 SQUARE FEET) OF LAND MORE OR LESS. [Land Survey Follows]

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AS-BUil T SURVEY
827479
SC451 MADISON PARK RL
1528 1/2 S STANDARD AVE
ANAHEIM -SANTAANA, CA 92707

ORANGE COUNTY
YlCINITY MAP • NTS SURVEY PROCEDURES & EQUIPMENT
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'I

EQUIPMENT LEASE
ll<E DIRECTION l.EHGTH
u Nt.r ◄ 1 • 00•e ,.,.. ., N 0:S 1•• 0// ' 11.~
u • .., ,&J QI)' [ 18 30"
"'
S CCI' 14' 00· • l l !JO'

TOWER LEASE
"'"

DIRECTIOH LEIIGTII
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1£ SO"r uf o:,'11 10(1)'
LI 14 e~· , ,. o,o• •
""' .. NOCr 1a·oo· , 10.00'
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' t
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111WN'Oll - TIOH:

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t fllLOCA tl.OfrC:
..... ,. , - •• "-'~ •w..

AS-BUILT SURVEY
, ,., ll SrT[ IOJt..OAAY

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u Ne.ro·~· • I L,O'
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TOWER LEASE
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AS-BUil T SURVEY
.,_. 11 StJE.tUN..

EXHIBIT D
Licensee's Facilities
THE LICENSEE'S WIRELESS TELECOMMUNICATIONS FACILITIES rNCLUDTNG BUT

NOT LIMITED TO, RADIO FREQUENCY TRANSMITTING AND RECEIVING EQUIPMENT, BA TTER1ES, UTILITY LINES, TRANSMISSION UNES , RADJO

FREQUENCY TRANSMITTING AND RECEIVING ANTENNAS AND SUPPORTING STRUCTURES AND IMPROVEMENTS, AS AUTHOR1ZED UNDER THE AGREEMENT, ARE DESCRIBED AS FOLLOWS:

■
·Mobile·
■ ■
T-MOBILE SITE NUl\,lBER: LA02901A
T-MOBILE SITE NAME:

T-MOBILE PROJECT:

SC451111ADISON PARK RL
ANCHOR

SITE INFORMATION
aon1c.unz\.·u.~ IGOIMAOIJO."r.uxa:..
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PROJECT TEAM
~,IUl t::;DO..l't•NO\l.",) .. A1SOCIATU,l:'C.
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AOOS.CH +uu
MlCJI.AZLDJl ~ •~"IC.01'
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DRAWING INDEX
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EXHIBIT E
Minimum Scope and Limit of Insura nce
LICENSEE shall cany a nd maintain for the duration of the Agreement insurance against claims for injuries to persons o r damages to prope1ty which may arise from or in connection with the performance of the work hereunder and the results of that work performed by LICENSEE or on LICENSEE's behalf by its agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
• Commercial General Liability (CGL): Insurance Services Office Fonn CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, prope1ty damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. l f a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggi-egate limit shall be twice the required occurrence limit.
• Automobile Liability: TSO Form Number CA 00 0 I covering any auto (Code I), or if LICENSEE has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. (Not required if LICENSEE will not be using vehicles).
• Workers ' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Jnsurance with limit ofno less than $1,000,000 per accident for bodily injury or disease.

Other Insurance Provisions
The commercial general liability and automobile liability insurance policies are to contain, or be endorsed to contain, the following provisions:

Addit ional lnsu,-ed Status
LICENSOR, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of LICENSEE including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the fonn of an endorsement to LICENSEE 's insurance (at least as broad as ISO Form CG 20 IO 11 85 or if not available, through the addition of both CG 20 I 0, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primai1' Coverage
For any claims related to this contract, LICENSEE ' s insurance coverage shall be primary coverage at least as broad as ISO CG 20 0 I 04 13 as respects LICENSOR, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by LICENSOR, its officers, officials, employees, or volunteers shall be in excess of LJCENSEE's insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall provide thirty (30) days' prior written notice of cancellation, except for non-payment of premium in which a ten ( I 0) day notice shall apply to LlCENSOR.

Waiver of Subrogation
LICENSEE hereby grants to LICENSOR a waiver of any right to subrogation \-vhich the insurers for the policies required above of said LICENSEE may acquire against LICENSOR by v irtue o f the payment of any loss under such insurance. LICENSEE agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not LICENSOR has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to by LICENSOR. LICENSOR may require LICENSEE to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or LICENSOR.

Acceptabil ity of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.

Best's rating of no less than A:VJI, unless otherwise acceptable to U CENSOR.

Verification of Coverage
LICENSEE shall furnish LICENSOR with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to LICENSOR before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive LICENSEE ·s obligation to provide them.

LICENSOR reserves the right to review complete, copies of all required insurance policies, including endorsements required by these specifications upon request and at a mutually agreeable location.

Specia l Risks or Circumstances
LJCENSOR reserves the right to modify these requirements once per renewal term period, including I im its, based on the nature of risk, prior experience, insurer, coverage, or other special circumstances.