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A3467 - AMENDED AND RESTATED WIRELESS COMMUNICATIONS FACILITIES AGREEMENT WITH CROWNCASTLE/NEW CINGULAR WIRLESS PCS, LLC
CONTRACT ABSTRACT Contract Company Name: Crown Castle/New Cingular Wireless LLC (Lessee) Company Contact: Angie Ghobrial-Amer, Real Estate Specialist Summary of Services: Landlord consent for wireless tower modifications by AT&T Planning Case #5.1106 Contract Price: n/a (ground lease with revenue to City) Funding Source: n/a Contract Term: 5 years with two 5 year extension options Munis Contract Number: Contract Administration Lead Department: Community and Economic Development Contract Administrator: Diana Shay Contract Approvals Council/ Community Redevelopment Agency Approval Date: Agenda Item No./ Resolution No. Agreement No: Contract Compliance Exhibits: Signatures: Insurance: Bonds 10-2-2019 J IG J 3467 4 Included (consent Itr., planning approvals, plans, lease A3467) included included n/a Contract prepared by: Community and Economic Development Department Submitted on: 8-1-2022 By: Diana Shay Note: City Clerk please file a copy in your agreement file when executed. -6948 Phone: ntte 735ilvow CROWN 200 SWhrn Center Dr, Email Anga.Gho Erial CASTLE Irvine, CA 92618 Amer. Contractor�crowncaslle com CC wwwcmwn Ueoan July 27, 2022 VIA FEDEX: Tracking # 7775 03213682 CITY OF PALM SPRINGS 320o E TAHQUTIZ CANYON WAY PALM SPRINGS, CA 92262 Re: BU 845241 / "PALM SPRINGS DOWNTOWN" / 4oi 1/2 PAVILION WAY, PALM SPRINGS, CA 92262 ("Site") City of Palm Springs Amended and Restated Wireless Communications Facilities Site Lease, dated June 16, 2020, as it may have been amended and assigned ("Lease") Consent for modifications Dear CITY OF PALM SPRINGS, I am reaching out to you on behalf of CCATT LLC ("Lessee") in order to obtain your consent as may be required by the Lease. In order to better serve the public and minimize the amount of towers in an area where this property is located, AT&T Mobility intends to modify its equipment at the wireless communication facility (the "Modification"). Please provide your consent on or before August 3115t, 2022 by signing below and returning to Angie.Ghobrial- Amer.Contractor@crowncastle.com so that we may install AT&T Mobilih/s equipment as permitted under the Lease. Pursuant to Section 2 of the Lease, if you do not respond within 3o days, the modifications shall be deemed approved. Please see the enclosed supplemental materials, as may be required by the Lease. If you have any questions concerning this request, please contact Angie Ghobrial-Amer at (480) 735-6948 or Angie.Ghobrial- Amer.Contractor@crowncastle.com Sincerely, Angie Ghobrial-Amer Real Estate Specialist Agreed and accepted The Foundation for a Wireless World. 611389 -AT&T Mobility CrownCastle.com q—(. -a.2 (Date) (Lessor's signature) CITY OF PALM SPRINGS July 27, 2022 Page 2 Iec?srt uclri +���^ APPROVED AS TO FORM (Lessor's name and title) A [Enclosures] RNEY City Clem P.S. Please indicate below if you are interested in learning more about removing the obligation foryou to sign these consent letters and receive a notice letter instead. ❑ (check here) Yes, Cm interested in learning more. 611389 - aT&T Mobility The Foundation for a Wireless World. CrownCastle.com h3W CONTRACT ABSTRACT 0� t Q r Vte� Lye ; Hsu an -62Yo Contract Company Name: Crown Castle/New Cingular Wireless LLC (Lessee) Company Contact: Angie Ghobrial-Amer, Real Estate Specialist Summary of Services: Landlord consent for sublease of wireless tower by DISH Network Contract Price: n/a (ground lease with revenue to City) Funding Source: n/a Contract Term: 5 years with two 5 year extension options Munis Contract Number: Contract Administration Lead Department: Contract Administrator: Contract Approvals Community and Economic Development Diana Shay Council/ Community Redevelopment J Agency Approval Date: 10-2-2019 Agenda Item No./ Resolution No.: 1 G Agreement No: 3467 Contract Compliance Exhibits: Included (consent Itr., planning approvals, plans, lease A3467) Signatures: included Insurance: included Bonds n/a Contract prepared by: Community and Economic Development Department Submitted on: 7-11-2022 By: Diana Shay Note: City Clerk please file a copy in your agreement file when executed. Phon tra (or@cr49 CROWN 200 Spectrum Center Dr, Email:AngieGhoErial- CASTLE Irvine, CA 92618 Amer.AmerCon wile. lor�crawncasue core CC www.cmwncastle com June 21, 2022 VIA email: diana.shay@palmspringsca.gov CITY OF PALM SPRINGS 320o E TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262 Re: BU 845241 / "PALM SPRINGS DOWNTOWN" / 4011/2 PAVILION WAY, PALM SPRINGS, CA 92262 (`Site") City of Palm Springs Amended and Restated Wireless Communications Facilities Site Lease, dated June 16, 202o, as it may have been amended and assigned ("Lease") Consent for sublease Dear CITY OF PALM SPRINGS, I am reaching out to you on behalf of CCATT LLC ("Lessee") in order to obtain your consent as may be required by the Lease. In order to better serve the public and minimize the amount of towers in an area where this property is located, DISH Network intends to sublease a portion of the Site. The sublease will include installation of new equipment within the lease area; however, it will not alter the character or use of the site nor will it change the nature of the occupancy of the Site. As used in this letter, the term "sublease" may include any arrangement by which a third party can install and operate its equipment at the Site as permitted under the Lease. Please provide your consent on or before July 14, 2022 by signing below and returning to Angie.Ghobrial- Amer.Contractor@crowncastle.com so that we may install DISH Network's equipment as permitted under the Lease. Please see the enclosed supplemental materials, as may be required by the Lease. If you have any questions concerning this request, please contact Angie Ghobrial-Amer at (48o) 735-6948 or Angie.Ghobrial- Amer.Contractor@crowneastle.com Sincerely, Agreed and accepted 'Z� Zz (Date) .c9 r.2 4s-j, mot. � l/"TIWC,. Angie Ghobrial-Amer V (Lessor's signature) Real Estate Specialist The Foundation for a Wireless World. 562700 - DISH Network CrownCastle.com CITY OF PALM SPRINGS June 21, 2022 Page 2 APPROVED AS TO FORM [Enclosures] CftirAffORNEY JusriN ealwaly, 9/ZY 11loylt*E2 (Lessor's name and title) ATT ST City C rl P.S. Please indicate below if you are interested in learning more about removing the obligation for you to sign these consent letters and receive a notice letter instead. ❑ (check here) Yes, Pm interested in learning more. 562700 - DISH Network The Foundation for a Wireless World. CrownCastle.com CITY OF PALM SPRINGS AMENDED AND RESTATED WIRELESS COMMUNICATIONS FACILITIES SITE LEASE This Amended and Restated Wireless Communications Facilities Site Lease (the "Lease") is made and entered into this ((a)(rday of j OT, 2020, by and between the CITY OF PALM SPRINGS, a charter city under the laws of the State of California (herein "LESSOR" or "City"), and NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company, by and through CCATT LLC, a Delaware limited liability company, its attorney in fact (herein "LESSEE"). LESSOR and LESSEE are at times hereinafter collectively referred to as "Parties" or individually as the "Party". RECITALS WHEREAS, LESSOR is the fee title owner of property located at 1901 East Baristo Road in the City of Palm Springs, County of Riverside, California (the "Property's described more particularly in Exhibit A attached hereto, which description is fully incorporated herein by this reference; and WHEREAS, LESSOR and Los Angeles Cellular Telephone Company, a California partnership ("Original Lessee") entered into a Ground Lease Agreement dated December 22, 1994 ("Original Lease Agreement") whereby Original Lessee leased certain real property, together with access and utility easements, all located within the Property as more particularly described and depicted in Exhibit B attached hereto and incorporated by this reference (the "Premises"), which Original Lease Agreement expired as of December 22, 2019; and WHEREAS, New Cingular Wireless PCS, LLC is successor in interest to Original Lessee and occupies the Premises as a holdover tenant under the terms of the Original Lease Agreement with LESSOR's consent and such holdover tenancy expires on the Commencement Date of this Lease; and WHEREAS, LESSOR and LESSEE agree that effective as of the Commencement Date of this Lease, the Original Lease Agreement is hereby amended by deleting it in its entirety and restating the Original Lease Agreement as provided for in this Lease; and WHEREAS, LESSEE desires to lease the Premises from LESSOR on the terms and conditions herein in order to install, maintain, repair, replace, remove and operate communications facilities, including tower structures, equipment shelters, cabinets, meter bonds, utilities, antennas, equipment, any related improvements and structures and uses incidental thereto, as more fully described herein and Exhibit C (the "Facilities"). LEASE NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, conditions, and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Lease do hereby agree as follows: Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575.18195 2326138.2 PREMISES DEMISE: LESSOR leases to LESSEE the Premises 1.2 LESSEE ACCESS: LESSOR shall provide LESSEE, LESSEE's employees, agents, and subcontractors access to the Premises after LESSEE provides LESSOR with twenty-four (24) hours' notice. Provided, however, that in the event of an "emergency or special circumstance", which would leave the Facilities inoperable during normal non -business hours, LESSEE may access the Property to make necessary repairs and shall provide notice to LESSOR as soon as reasonably practicable. For purposes of this Lease, the phrase "emergency or special circumstance" shall be interpreted to mean automobile accidents and natural disasters, including, but not limited to flooding, wind, and earthquakes, or any condition impacting the wireless services provided by the Facilities that could endanger the property, life, health, or safety of any individual or entity. Notwithstanding the foregoing, LESSEE may access the Premises without notice to LESSOR to perform routine maintenance, repairs and inspections that do not require heavy machinery used for executing major construction operations. USE OF THE PREMISES: To the extent provided in this Lease, LESSEE may use the Premises to facilitate provision of wireless communication services, including the transmission and the reception of communication signals of various frequencies. Subject to the terms and conditions of this Lease, LESSEE may install, construct, maintain, repair, replace, remove and operate on the Premises the communications and other facilities depicted and/or described in general in Exhibit C, attached hereto and incorporated herein by reference, as approved by LESSOR in writing prior to taking such actions, which approval shall not be unreasonably withheld, conditioned or delayed. In the event LESSOR fails to respond to a written request to modify, alter, add, replace, remove or maintain the communications facilities located within the Property within thirty (30) days following the request, the request shall be deemed approved. If requested by LESSEE, LESSOR shall, at LESSEE's sole cost and expense, reasonably cooperate with LESSEE in LESSEE's efforts to obtain or maintain all documents required by any governmental authority in connection with any development of, or construction on, the Premises, including documents necessary to petition the appropriate public bodies for certificates, permits, licenses and other approvals deemed necessary by LESSEE to utilize the Premises for the purposes authorized herein. LEASE TERM 3.1 INITIAL TERM: The initial term of this Lease shall commence as of December 22, 2019 (the "Commencement Date') and shall continue for five (5) years from that date (the "Initial Term") unless terminated earlier pursuant to Section 8 herein. LESSOR and LESSEE acknowledge and agree that as of the date of full execution of this Lease, the Original Lease Agreement shall be of no further force or effect. Retroactive to the Commencement Date, this Lease supersedes and replaces that Original Lease Agreement. LESSOR and LESSEE acknowledge that notwithstanding the full execution of this Lease, LESSEE may continue to make, and LESSOR may continue to receive, rental and other payments pursuant to the Original Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 5595.18195\32326138 2 Lease Agreement. In such event, any rental or other payments made pursuant to the Original Lease Agreement for the period on or after the Commencement Date shall be applied and credited against any rentals or other payments due under this Lease. 3.2 RENEWAL TERM: LESSOR grants LESSEE an option to renew this Lease for two (2) additional terms of five (5) years each (each a "Renewal Term"). This Lease shall automatically renew for the Renewal Term unless LESSEE provides LESSOR written notice of its intention not to renew not less than thirty (30) days prior to the expiration of the Initial Term. To exercise the option to renew this Lease for the second Renewal Term, LESSEE shall provide LESSOR with written notice of its intention to renew this Lease not less than sixty (60) days prior to the expiration of the first Renewal Term, in accordance with Section 4.3 below. The Initial Term and the Renewal Terms shall be collectively referred to herein as the "Term." 4. PAYMENT OF RENT: At the Commencement Date, LESSEE agrees to pay to LESSOR, the amounts set forth in this Section, each month in advance, on the first of each month, as rental for the Premises for the Temt of this Lease, payable to the City of Patin Springs, 3200 East Tahquitz Canyon Way, Palm Springs, California 92262, Attn: Accounts Receivable, Finance Department. In addition, LESSEE agrees to do and perform all other covenants and agreements contained in this Lease. 4.1 BASE RENTAL PAYMENT: LESSEE shall pay LESSOR Three Thousand Two Hundred and 00/100 Dollars ($3,200.00) per month (the "Base Rental"). If the Commencement Date is a date other than the first day of the month, the Base Rental for the first calendar month shall be paid on the Commencement Date and prorated on the basis of the number of actual days in such partial month. 4.2 COST OF LIVING ADJUSTMENT: The Base Rental shall be automatically adjusted on each anniversary of the Commencement Date ("Adjustment Date") in an amount equal to (i) the increase in the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics (the "CPI-U") for "All Items - All Urban Consumers", for the Riverside -San Bernardino -Ontario, CA Statistical Area and shall be determined by dividing the CPI-U indicator published three (3) months prior to the Adjustment Date, by the CPI-U indicator published one (1) year and three (3) months prior to the Adjustment Date, and multiply the resultant number by the monthly lease rental amount of the most recent Base Rental; or (ii) three percent (3%), whichever is greater. 4.3 RENEWAL TERM RENT: If LESSEE elects to renew this Lease for the second five-year Renewal Term in accordance with Section 3.2 above, LESSOR shall obtain an independent valuation of the Premises to determine the fair market value (the "Appmisal'�. The Appraisal of the Premises shall be made by a professional independent real estate appraiser selected by mutual consent of the Parties. In the event the Parties cannot reach agreement upon the selection of a mutually acceptable appraiser, within fifteen (15) days, then LESSOR and LESSEE shall within fifteen (15) days thereafter, each select an appraiser who in turn will select a third independent appraiser who will be employed to make the Appraisal. In the event Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575,18195M3261391 that the two selected appraisers fail to mutually select a third appraiser within fifteen (15) days, then the third appraiser shall be promptly determined in accordance with the rules of the American Arbitration Association. LESSOR and LESSEE will share equally in the cost of the Appraisal. LESSOR may, in its discretion, elect to make use of the appraised value as the new rent amount, effective upon the commencement of the second Renewal Term ("Rent Escalation Date"), in lieu of the then -existing rent amount and in lieu of the annual rent increase scheduled to occur on that date. In the event LESSOR elects to make use of the appraised value as the new rent, then at any time during the remaining Term of this Lease, LESSEE may terminate this Lease upon ten (10) days' prior written notice to LESSOR. 4.4 LATE CHARGE: LESSEE acknowledges that late payment by LESSEE to LESSOR of Base Rental will cause LESSOR to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges. Therefore, if any installment of Base Rental due from LESSEE is not received by LESSOR within ten (10) days of becoming due, LESSEE shall pay to LESSOR an additional sum of three percent (3%) per month of the overdue Base Rental as a late charge. The Parties agree that this late charge represents a fair and reasonable estimate of the costs that LESSOR will incur by reason of such late payment by LESSEE. Acceptance of any late charge shall not prevent LESSOR from exercising any of the other rights and remedies available to LESSOR. 4.5 ADDITIONAL CONSIDERATION: As consideration to LESSOR for entering into this Lease, in addition to the rental payments specified above, within sixty (60) days following the Commencement Date of this Lease, LESSEE shall pay to the LESSOR the one-time sum of Two Thousand Five Hundred and 00/100 DOLLARS ($2,500.00), which shall be deemed the cost to LESSOR of the legal fees and administration required to consider, negotiate, and enter into this Lease. Such payment shall not be refunded or reimbursed to LESSEE for any reason, regardless of whether LESSEE terminates this Lease pursuant to its provisions or proceeds with construction of the Facilities. 4.6 VERIFICATION OF RENT: Once per calendar yew, LESSOR may submit a written request to LESSEE for a business summary report pertaining to LESSEE's rent obligations for the prior twelve (12) month period, and LESSEE shall provide such written accounting to LESSOR within sixty (60) days after LESSEE's receipt of such written request. 4.7 RETROACTIVE RENT ADJUSTMENT: The monthly base rent payable under the Original Lease Agreement shall continue to be payable by LESSEE to LESSOR for the period between the Commencement Date through the date of full execution of this Lease. Within sixty (60) days following full execution of this Lease, LESSEE shall pay LESSOR any back rent payments due to reconcile the increase in rent due upon the Commencement Date and actual rent paid under the Original Lease Agreement during the holdover period between the Commencement Date of this Lease and the full execution of this Lease. Site Name: PALM SPRINGS DOWNTOWN I RUN: 845241 1140085962315.1 55575. 19M32326138.2 5. PROPERTY TAXES: LESSEE recognizes and understands that this Lease may create a possessory interest subject to property taxation pursuant to Revenue and Taxation Code Section 107.7 and that LESSEE may be subject to the payment of property taxes levied on such interest. LESSEE shall timely pay all property taxes and assessments directly attributable to LESSEE's possessory interest. In no event shall LESSOR be liable for any taxes owed as a result of this Lease. If LESSEE fails to make property taxes and assessments when due, LESSOR may, but shall not be obligated to, pay such amounts, and LESSEE shall reimburse LESSOR all such amounts plus LESSOR's reasonable administrative costs of such payments and collection costs, if any. 6. LESSOR INSPECTION AND ENTRY; ACCESS FOR INSPECTIONS: 6.1 LESSOR and/or its authorized representatives shall have the right to enter the Premises upon reasonable prior notice to LESSEE (which shall not be less than twenty-four (24) hours unless LESSOR determines that exigent circumstances warrant a shorter period of time, so long as such entrance does not unreasonably interfere with LESSEE's use of the Premises) in order for LESSOR: A. To determine whether the Premises we in good condition and whether LESSEE is complying with its obligations under this Lease; B. To do any necessary maintenance and to make any restoration to the Premises that LESSOR has the right or obligation to perform; C. To serve, post, or keep posted any notices required or allowed under the provisions of this Lease; or D. To run electric or telephone conductors, pipes, conduits, or ductwork where necessary or desirable over, under, or through the Premises in a manner which will not unreasonably interfere with LESSEE's use of the Premises. 6.2 LESSOR shall not be liable in any manner for any inconvenience, disturbance, loss of business, or nuisance arising out of LESSOR's entry on the Premises as provided in this Section, except for damage resulting from the acts or omissions of LESSOR or its authorized representatives. LESSEE shall not be entitled to an abatement or reduction of rent if LESSOR exercises any rights reserved in this Section. CONSTRUCTION AND MAINTENANCE OF FACILITIES AND PREMISES: 7.1 LESSEE'S CONSTRUCTION: LESSEE shall have the right to install, construct, maintain, repair, replace, remove and operate the Facilities on the Premises that are depicted in Exhibit C. The Parties intend that the antennas and appurtenances related thereto which are a part of the Facilities shall be constructed and maintained: (1) a light pole; (2) in such manner as to make the cabinetry reasonably blend into the surroundings; and (3) in such a manner that the Facilities will not unreasonably interfere with the LESSOR's use of the Property for LESSOR7s purposes as a Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140095962315.1 55575.181951323261382 municipal park(baseball field. Therefore, construction by LESSEE of any improvement, structure or work on the Premises shall be permitted only upon the express written consent of the LESSOR, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, LESSEE shall have the right to perform routine maintenance and make `Re -for -like" or substantially similar replacements, modifications or upgrades to the Facilities at any time during the term of this Lease. 7.2 CONSTRUCTION OF IMPROVEMENTS: All improvements to the Premises shall be made in a good and workmanlike manner, at LESSEE's expense, in accordance with the requirements of all laws, ordinances, and regulations applicable thereto, including zoning requirements and building code requirements of the City of Palm Springs, and any municipal or other governmental agency having jurisdiction over the Premises and Facilities at the time the improvements are constructed. LESSOR agrees to cooperate with LESSEE in connection with applying for any municipal permits for the construction of the aforementioned improvements. It is understood and agreed that such cooperation shall not be implied to include any expenditures of funds on the part of LESSOR or any implied promise or warranty that such permits, discretionary, or otherwise, will be issued to LESSEE. LESSEE shall provide reasonable notice to LESSOR prior to entering the Premises for purposes of constructing the Facilities, and shall coordinate the scheduling and logistics of same with the LESSOR to avoid any interference with LESSOR's operations. Once construction commences, any and all improvements made by LESSEE with respect to the installation of the Facilities shall be diligently pursued to completion. 7.3 MECHANIC'S LIENS: LESSEE shall not allow or permit to be enforced against the Premises, or any part thereof, and shall defend, indemnify, and hold LESSOR harmless from any mechanic's, material suppliers', contractors', tax, or subcontractors' liens arising from any claim, for damage, or growing out of the work of any construction, repair, restoration, replacement, or improvement made by or alleged to have been made by or on behalf of LESSEE. LESSEE shall pay or cause to be paid all of such liens, claims, or demands before any action is brought to enforce the same against the Premises. If LESSEE shall in good faith contest the validity of any such claim, lien, or demand, then LESSEE shall, at its expense, defend itself and LESSOR against same and shall pay and satisfy any settlement or adverse judgment that may be entered thereupon prior to the execution thereof. In the event of any such contest, LESSEE shall provide LESSOR with a security bond in a form and amount LESSOR deems sufficient to allow the lien of record to be discharged as a matter of law. 7.4 CARE DURING CONSTRUCTION: LESSEE shall exercise due cue during construction. All applicable City standards and specifications shall be followed. LESSOR's Public Works Director shall approve all work in writing prior to commencement of construction. 7.5 LESSEE MAINTENANCE OF FACILITIES AND PREMISES: LESSEE's maintenance of the Facilities and Premises shall include, but is not limited to: Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575.I819"23MI382 A. Maintenance of all landscaping installed by LESSEE, if any; B. Repairs and/or replacements to LESSEE's Facilities caused by acts of third parties, including theft, graffiti, and intentional acts; C. Maintaining, in good, clean, safe, and sanitary condition and repair, all of LESSEE's personal property. All Facilities on the Property must be maintained in a first-class condition without rust, paint, or surface deterioration. All maintenance must conform to the reasonable standards utilized by LESSOR; and D. All work necessary to comply with Federal, State, County, municipal, and other governmental agencies and bodies having jurisdiction. 7.6 RELOCATION: In the event LESSOR determines in good faith that the Premises are needed for public purposes, LESSOR shall have the right to require relocation of LESSEE's Facilities, or any part thereof, to an alternate ground location. Provided that (i) the relocation shall be performed exclusively by LESSEE or its agents at LESSEE's sole cost and expense during the Relocation Period, as defined below, (ii) the relocation shall not result in any interruption of the communications services provided by LESSEE to its customers, including but not limited to, LESSEE's continuous access, maintenance and operation of LESSEE's Facilities, until such time that all tenants, subtenants and sub -licensees that have been permitted by this Lease are successfully relocated, and (iii) the relocation shall not impair, or in any manner alter, the quality of communications services provided by LESSEE to its customers on and from the Relocations Site as defined below. A. RELOCATION PROCESS. To exercise the relocation rights, LESSOR shall provide written notice to LESSEE not less than twelve (12) months prior to the relocation date and shall propose an alternate site to which LESSEE may relocate LESSEE's Facilities ("Alternate Site Location"). LESSEE shall have sixty (60) days from the date of the notice to evaluate the Alternate Site Location, including, but not limited to, conducting tests to determine the technological feasibility of the Alternate Site Location and obtaining written approval of all wireless telecommunications providers on the Premises that have been permitted by this Lease. If LESSEE fails to approve the Alternate Site Location in writing within said sixty (60) day period, LESSEE will be deemed to have not approved such Alternate Site Location. If LESSEE does not approve such Alternate Site Location, LESSOR may then propose another Alternate Site Location by providing notice to LESSEE in the manner set forth above. Upon LESSEE's approval of any proposed Alternate Site Location, both Parties will enter into a written agreement concerning the relocation of LESSEE's Facilities ("Relocation Agreement") to the Alternate Site Location ("Relocation Site's on substantially the same terms and conditions as the operative Lease. LESSOR shall undertake reasonable efforts to provide an Alternate Site Location acceptable to LESSEE. If no Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085%2315.1 55575.18195323261382 Alternate Site Location is available or if LESSEE does not approve an Alternate Site Location, LESSOR may, upon twelve (12) months' written notice, terminate this Lease in accordance with the notice requirements set forth herein. B. RELOCATION PERIOD. The "Relocation Period" shall mean that period of time commencing on the date LESSEE has received all required permits and approvals for the Relocation Site and ending one -hundred eighty (180) days thereafter. The relocation of LESSEE's Facilities to the Relocation Site shall be substantially completed within the Relocation Period, to the extent reasonably feasible. The then -current Base Rental shall be reduced by thirty- five percent (35%) during the Relocation Period. C. NO ADDITIONAL TERMS. Upon relocation of LESSEE's Facilities, all references to the Premises im this Lease shall be deemed to refer to the Relocation Site (including any access and utility easements). The Relocation Site shall be surveyed by a licensed surveyor at the sole cost of LESSEE, in which event such survey shall replace and supersede the description of the Premises under this Lease. Unless otherwise provided in the Relocation Agreement or any other written agreement of the Parties, the relocation of LESSEE's Facilities shall not affect, alter, modify or otherwise change any of the terms and conditions of this Lease. 7.7 ABANDONMENT: If use of the Facilities is abandoned for at least twelve (12) consecutive months, LESSEE or its designee shall be responsible for removing the Facilities and returning the Premises to their original condition as approved by LESSOR, less ordinary and reasonable wear and tear. LESSOR shall provide notice to LESSEE of said abandonment. In the event of an undisputed abandonment whereby LESSEE fails to comply with this provision in regard to the removal of the Facilities and restoration of the Premises within ten (10) days of said notice, LESSOR shall have the right to either (a) take possession and ownership of Facilities as LESSOR's property or (b) remove the Facilities and charge LESSEE the entire cost of removal and disposal of the Facilities. In either case of undisputed abandonment, LESSOR shall inform LESSEE in writing of its intention to take possession and ownership or remove and dispose of the Facilities at LESSEE's expense. 8. TERMINATION: 8.1 LESSOR'S RIGHT TO TERMINATE: A. LESSOR may pursue any remedies available to it under applicable law, including, but not limited to, the right to terminate this Lease, upon the earliest of any of the following events: I. LESSEE's failure to pay rent within fifteen (15) days following the date such payment is due; Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 555/5.18195 W 326138.2 2. LESSEE's failure to comply with any term, covenant, or condition of this Lease after LESSEE has been given written notice of the violation and has had thirty (30) days to care same or, if such default is not curable within such thirty (30) day period, has not proceeded to commence such cure within such thirty (30) day period and has not diligently proceeded to completion; 3. Interference by the Facilities with other electrical or radio frequency equipment installed on or around the Property, which interference is not cured by LESSEE within ten (10) days following written notice thereof or, if such default is not curable within such ten (10) day period, LESSEE has not proceeded to commence such cure within such ten (10) day period and has not diligently proceeded to completion; or 4. Interference with LESSOR's operations or use of the Property by LESSOR or third parties after LESSEE has been given written notice of the violation and has had thirty (30) days to cure same or, if such default is not curable within such thirty (30) day period, has not proceeded to commence such cure within such thirty (30) day period and has not diligently proceeded to completion. B. Additionally, upon a finding by LESSOR's City Council that the Premises are needed for other public purposes, LESSOR shall have the right, after the expiration of the Initial Term, to terminate this Lease without liability upon one (1) year's written notice of termination to LESSEE. 8.2 LESSEE'S RIGHT TO TERMINATE: LESSEE may terminate this Lease due to LESSOR's failure of proper ownership or authority, or in the event of LESSOR's default hereunder. 8.3 RETURN OF PREMISES UPON TERMINATION: Upon expiration or earlier termination of this Lease, LESSOR may, upon written notice to LESSEE, elect to either retain the light pole tower ("Tower") on the Premises or require LESSEE to remove the Tower. In the event LESSOR elects to retain the Tower, LESSEE may, at its option, leave the Tower in place or remove and replace the Tower with a light pole of similar size and dimension that substantially conforms to the design of other light poles then on the Property. Except as otherwise provided herein, LESSEE shall at its sole expense, remove all of LESSEE's Facilities within sixty (60) days following expiration or termination of this Lease. Upon the expiration or termination of this Lease, LESSEE shall surrender the Premises to LESSOR in a condition at least as good as existed on the date LESSEE executes this Lease, less ordinary and reasonable wear and tear. Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575.18195323261381 a 9.1 LESSEES OBLIGATIONS: Prior to occupancy of the Premises and operation of the Facilities by LESSEE or its agents, assigns or LESSEES employees, LESSEE agrees to: A. Submit to LESSOR, within forty-five (45) days prior to operation, proposed plans for antenna type and size, along with operating frequencies, effective radiated power, and other necessary on -air technical data at LESSOR's discretion for LESSOR's review and approval. If LESSOR does not respond in writing to LESSEE within ten (10) days following LESSEE'S request for approval, such request will be deemed to have been approved by LESSOR. B. Install or cause to be installed, all equipment according to generally accepted standard engineering practices and in a good and workmanlike manner. C. Use all feasible efforts to investigate the cause of, and mitigate, any interference caused by LESSEE on existing radio frequency equipment of LESSOR following written notification of interference from LESSOR. 9.2 SUBSEQUENT PROPERTY LEASES: LESSOR agrees to include in all leases between LESSOR and future lessees of the Property a covenant that such future lessees shall not interfere with other electrical or radio frequency equipment previously installed on the Property and that if future lessees are not able to mitigate the interference, the lease shall provide for termination thereof Likewise, LESSOR will not permit or allow the installation of any furore equipment which (i) results in technical interference problems with LESSEESs then existing equipment or (ii) encroaches onto the Premises. 9.3 NON-INTERFERENCE: The communication equipment and the use thereof shall not interfere with the use of any other communication or similar equipment of any kind and nature owned or operated by LESSOR or other occupants of the Property existing as of the Commencement Date of the Original Lease Agreement, except as may be permitted by applicable laws; provided, however that subsequent to the installation by LESSEE of the Facilities, LESSOR agrees not to install and to exercise commercially reasonable effort to not allow installation of new equipment on the Premises if such equipment causes interference with LESSEE's operations. All interference claims shall be settled in accordance with the then prevailing interference rules and regulations promulgated by the Federal Communications Commission. 10. DESTRUCTION OF PREMISES: If either the Premises or the Property is destroyed or damaged as a result of a catastrophic event to the extent that, in LESSEESs reasonable discretion, LESSEE may no longer use the Premises for the intended purposes, LESSEE may elect to either: Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575.1819Ro3W1383 10.1. Terminate this Lease, effective upon the date of the damage or destruction, by delivering written notice within ninety (90) days of the date of the damage or destruction and request to terminate; or 10.2. Upon consent of LESSOR, which shall not be unreasonably withheld, conditioned or delayed, use a portion of the Premises specified by LESSOR for provision of communication services on a temporary basis until such time as the LESSEE's Facilities on the Premises are repaired or reconstructed so that LESSEE can resume the provision of communication services from the Premises. If LESSEE elects to continue this Lease and in the event that LESSOR unreasonably delayed its consent for LESSEE to install the temporary facility in order for LESSEE to continue its operation, Base Rental shall abate for the period of non-use. Any such repair or reconstruction shall be completed in an expeditious manner. 11. ACCESS, UTILITIES AND PROVISION OF SERVICE: 11.1 LESSOR grants to LESSEE a non-exclusive easement to install and maintain utility wires, cables, conduits and pipes over, under and along a five (5) foot wide right of way as depicted in Exhibit B. LESSEE shall determine the availability of and shall, at its sole cost and expense, cause to be installed in, on, and about the Premises all facilities necessary to supply thereto all electricity, telephone, and other similar services required to service the Premises. LESSOR shall allow LESSEE to have its own electrical metering equipment installed. LESSEE shall obtain all necessary approvals for the installation of the meter. An electrical plan shall be submitted to LESSOR for approval, which approval shall not be unreasonably withheld, conditioned or delayed prior to commencement of such work. LESSOR agrees to cooperate with LESSEE in its efforts to obtain such utility service. During the Initial Tern and the Renewal Term, LESSEE agrees to pay directly to the servicing utility when due all charges for electricity, telephone and all other utility services of every kind and nature supplied to and used by LESSEE on the Premises or for the Facilities. LESSOR shall be responsible for its electrical and other utility service and for the regular payment of electrical and other utility charges attributable to the Property other than the Premises. 11.2 LESSOR also giants to LESSEE a twenty (20) foot wide non-exclusive access easement as depicted in Exhibit B. 12. INDEMNIFICATION AND INSURANCE: 12.1 INDEMNIFICATION: Neither LESSOR nor any other officer or employee of LESSOR shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of LESSEE or its officers or employees under or in connection with any activities under this Lease. It is also understood and agreed that to the fullest extent permitted by law, LESSEE shall indemnify, defend, protect and hold harmless LESSOR and its elected officials, officers, agents and employees ("LESSOR's Parties") from and against any and all claims, demands, judgments, actions, damages, losses, penalties, liabilities, costs and expenses (including, without Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140095962315.1 55575.1819A323261382 • V limitation, attorneys' fees and court costs) arising at any time directly or indirectly from or in connection with (i) any default in the performance of any obligation by LESSEE to be performed under the terms of this Lease, (it) LESSEE's use of the Premises, or (iii) the conduct of LESSEE's business or any activity, work or things done, permitted or allowed by LESSEE in or about the Premises, except to the extent caused by LESSOR or LESSOR's Parties' negligence or willful misconduct. The obligations of LESSEE under this Section shall survive the expiration or earlier termination of this Lease. 12.2 ASSUMPTION OF RISK: LESSEE, as a material part of the consideration to LESSOR, hereby assumes all risk of damage to the Premises, including, without limitation, injury to persons in, upon or about the Premises during LESSEE's use of the Premises, arising from any use of the LESSEE's Facilities or other activities of LESSEE or LESSEE's agents, employees, guests, tenants, subtenants, licensees, contractors, or invitees (collectively "LESSEE's Parties") on the Premises. LESSEE hereby waives all claims with respect thereof against LESSOR, except as otherwise stated in this Lease. LESSOR shall not be liable for any injury to LESSEE's Facilities, Premises, or injury to or death of any of LESSEE's Parties, or injury to LESSEE's Facilities, or injury to or death of any other person in or about the Premises from any cause unless caused by the negligence or willful misconduct of the LESSOR or LESSOR's Parties. 12.3 INSURANCE: A. Casualty Insurance: During the term of this Lease, LESSEE shall, at its sole cost and expense, keep LESSEE's interest in the Premises and the Facilities, including any improvements thereon both in the course of construction and through the remainder of any term of this Lease, insured by responsible insurance companies, authorized to do business in the State of California or self -insure, against loss or damage by fire and other such casualties as are included in extended coverage. Such coverage shall include replacement cost, vandalism and malicious mischief endorsements, in such amounts so as to provide for the then actual replacement cost of all improvements on the Premises. B. LESSEE agrees, at its sole expense, and at all times during the term of this Lease, to maintain in full force, or cause to be maintained in full force, a policy or policies of commercial general liability insurance in an amount of Two Million and 00/100 DOLLARS ($2,000,000.00) per occurrence and $4,000,000.00 general aggregate, including property damage and contractual liability and shall be broad enough to insure the indemnity obligation set forth in this Section 12, written by one or more responsible insurance companies authorized to do business in the State of California. Such policies shall insure against liability for injury to persons and/or property and death of any person or persons that may occur as a result of or in connection with the existence of the Facilities and improvements in, on or about the Premises. LESSEE also agrees to maintain in full force and effect Commercial Automobile Liability SiW Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575,1919n32326138 2 coverage in an amount of $1,000,000.00 combined single limit, each accident, covering all owned, hired and non -owned autos; and Workers' Compensation insurance as required by the state in which the work or Site is located and Employer's Liability insurance with respect to all employees, if any, engaged in the performance of work on the Premises in the amount of $1,000,000 per accident for bodily injury; $1,000,000 disease for each employee and $1,000,000 disease -policy limit. Coverage for the Workers' Compensation and Employer's Liability must include a waiver of subrogation endorsement in favor of LESSOR. All insmance required under this Lease shall be primary and non-contributory with any insurance or License Policy of self-insurance that may be maintained by LESSOR. LESSEE shall use commercially reasonable efforts to provide at least thirty (30) days written notice to LESSOR of any change of scope or cancellation of any required coverage that is not replaced. The required limits may be met by any combination of primary and excess or umbrella insurance. LESSOR, its elected officials, officers, agents, authorized volunteers and employees shall be included as additional insureds under LESSEE's commercial general and automobile liability policies as their interests may appear under this Lease, and such additional insured certificate shall be provided to LESSOR prior to the commencement of any work. Concurrently with the execution of this Lease, LESSEE will provide LESSOR with a certificate(s) verifying such insurance and the terms described herein, and a blanket additional insured endorsement and shall provide proof of continuing insurance as required herein on an annual basis thereafter. LESSEE shall ensure that its contractors and any subcontractors performing any installation of the Communications Facility, including modifications to the Communications Facility as applicable or other work on the Premises, will provide substantially the same insurance coverages and limits as required of LESSEE in this Section 12. 13. DAMAGE OR DESTRUCTION OF IMPROVEMENTS TO PREMISES: LESSOR shall have no duty or obligation to rebuild the Facilities or the improvements thereon if such Facilities or improvements are substantially damaged during the Term, in whole or in part by any casualty. LESSEE shall maintain, and if damaged during the term, shall reconstruct the Facilities at LESSEE's expense. 14. ASSIGNMENT AND SUBLEASING: 14.1 ASSIGNMENT: LESSEE shall not voluntarily assign or transfer its interest under this Lease or in the Premises without first obtaining the prior written consent of LESSOR, which consent shall be not unreasonably withheld, delayed or conditioned. The transfer of the rights and obligations of LESSEE to a parent, subsidiary, or other affiliate of LESSEE, or to any successor in interest or entity acquiring fifty-one percent (51%) or more of LESSEE's membership interests or assets, shall not be deemed anassignment and LESSOR's consent shall not be required for such transfer. Any assignment without LESSOR's consent (when such consent is required) shall be Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575.1819932326138 2 voidable and, at LESSOR's election, shall constitute cause for exercise of LESSOR's remedies under applicable law, including termination of this Lease. No consent to any assignment shall constitute a further waiver of the provisions of this Section. Notwithstanding the foregoing, it is understood that LESSEE shall not be released from liability hereunder by virtue of any assignment. As a condition precedent to any such assignment which requires LESSOR's consent, LESSEE agrees to provide written notice to LESSOR of its intention to assign at least thirty (30) days before the proposed effective date of any such proposed assignment which notice shall include the identity of the proposed assignee, copies of the proposed assignment documentation and current financial statements of the proposed assignee. As a further condition precedent to any assignment, the assignee most assume, in writing, all of LESSEE's obligations under this Lease. 14.2 SUBLEASING: LESSEE shall not sublease any portion of the Premises without the prior written consent of LESSOR, which consent may be withheld, conditioned or delayed in LESSOR7s sole and absolute discretion. LESSEE shall be permitted to sublease portions of the Premises to a wholly -owned subsidiary of LESSEE or any of its affiliates, provided LESSEE provides LESSOR with express prior written notice of such sublease. 14.3 COLLOCATION: LESSEE shall reasonably cooperate with future communications operators that would request collocation as long as there is no adverse impact on LESSEE from an operational, maintenance, and repair standpoint. 15. RENEWAL/HOLDING OVER: Upon the expiration or termination of this Lease, LESSEE shall surrender the Premises to LESSOR. If LESSEE shall remain in possession of the Premises after the expiration or termination of this Lease, with the consent of LESSOR, either express or implied, such holding over shall be construed to create a month to month tenancy subject to all the covenants, conditions, and obligations hereof, and LESSEE hereby agrees to pay LESSOR, as holdover rent, an amount equal to one hundred twenty-five percent (125%) of the Base Rental, as theretofore adjusted by the CPI-U increase described in Section 4.2. Nothing above shall be construed to give LESSEE any rights to so hold over and to continue in possession of the Premises after the expiration of the Term without the express consent of LESSOR. 16. ENVIRONMENTAL: LESSEE and its agents, employees, or contractors, subcontractors or other representatives shall not bring upon the Premises, or permit or authorize any other person or entity to bring upon the Property, including the Premises, any hazardous materials, hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof). Notwithstanding the foregoing, LESSEE may bring such fuels and lubricants onto the Premises as may be required for operation of construction vehicles during construction and backup power for generators during maintenance or repair of LESSEE's Facilities. In addition, LESSEE may also bring onto the Premises, any lead -acid batteries, cleaning solvents, and other chemicals necessary for proper utilization and maintenance of the LESSEE's Facilities. In bringing any materials or substance onto, or using any materials and substances on, the Premises, LESSEE shall comply with all federal, state, and local Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 555751819532326138.2 government laws, regulations, and rules. LESSEE shall be solely responsible for any damages or costs incurred by LESSOR due to any environmental contamination, arising from the presence or use on LESSEE's behalf of any hazardous materials or substances that LESSEE, its agents, employees, contractors, subcontractors or other representatives bring onto the Premises. 17. MISCELLANEOUS: 17.1 NO WAIVER: No covenant, term, or condition thereof shall be deemed waived, except by written consent of the Party against whom the waiver is claimed. Any waiver or the breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition. Acceptance by LESSOR of performance other than full performance by LESSEE after the time the performance shall have become due shall not constitute a waiver by LESSOR of the breach or default of any covenant, term, or condition unless otherwise expressly agreed to by LESSOR in writing. 17.2 ATTORNEYS' FEES AND COSTS: If either Party hereto shall bring any action for any relief against the other, declaratory or otherwise, arising out of this Lease, including any suit by LESSOR for the recovery of rent or possession of the Premises, the prevailing Party shall be entitled to have and recover from the other Party the prevailing Party's reasonable fees and costs (including attorneys' fees), which shall be deemed to have accrued on the commencement of such action and shall be paid whether or not such action is prosecuted to a judgment. 17.3 NO JOINT VENTURE: Neither LESSOR nor any of its employees shall have any control over the manner, mode or means by which LESSEE, its agents or employees, use the Premises or Facilities described herein, except as otherwise set forth herein. LESSOR shall have no voice in the selection, discharge, supervision or control of LESSEE's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. LESSEE shall perform all covenants herein as a tenant of LESSOR and shall remain at all times as to LESSOR a tenant with only such obligations as are consistent with that role. LESSEE shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of LESSOR. LESSOR shall not in any way or for any purpose become or be deemed to be a partner of LESSEE in its business or otherwise or ajoint venturer or a member of any joint enterprise with LESSEE. 17.4 INTERPRETATION: The Parties hereto agree that all provisions hereof are to be construed as both covenants and conditions as though the words imparting such covenants and conditions were used in each separate section hereof The captions of the sections and subsections of this Lease are for convenience only and shall not be deemed to be relevant in resolving any questions of interpretation or construction. 17.5 INTEGRATION AND GOVERNING LAW: This Lease represents the entire understanding of LESSOR and LESSEE as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575.18M323261382 matters covered by this Lease. This Lease shall be governed by the laws of the State of California and construed as if drafted by both LESSOR and LESSEE. Any action, arbitration, mediation, hearing or other proceeding related to this Lease shall be conducted only in the County of Riverside. 17.6 LEASE BINDING ON HEIRS AND ASSIGNS: Each of the terms, covenants, and conditions of this Lease shall extend to, be binding upon, and inure to the benefit of not only LESSOR and LESSEE, but each of their respective heirs, representatives, administrators and assigns. Whenever in this Lease reference is made to either LESSOR or LESSEE, the reference shall be deemed to include, whenever applicable, the heirs, legal representatives, and assigns of each of the Parties, the same as if in every case expressed. 17.7 CORPORATE AUTHORITY: Each Party executing this Lease on behalf of a corporation represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the Board of Directors of said corporation and that this Lease is binding upon said corporation in accordance with its terms. 17.8 NOTICES: Any written notices required pursuant to this Lease shall be made by certified or registered mail, return receipt requested, or reliable overnight courier and delivered to the following address: To LESSOR: City of Palm Springs 3200 East Tahquitz Canyon Way Pahn Springs, CA 92262 Attn: City Clerk and City Manager Copy to: Attn: Jeffrey Ballinger, City Attorney To LESSEE: New Cingular Wireless PCS, LLC Legal Department Attn: Network Legal 208 S. Akard Street Dallas, TX 75202-4206 Copy to: CCATT LLC Attn: Legal Dept. 2000 Corporate Drive Canonsburg, PA 15317 17.9 AMENDMENTS: This Lease may not be modified, altered, or amended except in writing signed by both LESSOR and LESSEE. 17.10 ANTI -DISCRIMINATION: In connection with its performance under this Lease, LESSEE shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575.19195W326138.2 b • national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). LESSEE shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to LESSOR's lawful capacity to enter this Agreement, and in executing this Lease, LESSEE certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any LESSEE activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 18. DELETION OF ORIGINAL LEASE. LESSOR and LESSEE agree that effective as of the Commencement Date of this Lease, the Original Lease Agreement is hereby amended by deleting it in its entirety and restating the Original Lease Agreement as provided for in this Lease. [SIGNATURE PAGE FOLLOWS] Site Name: PALM SPRINGS DOWNTOWN I RUN: 845241 1140085962315.1 55575.18195M326138.2 IN WITNESS WHEREOF, the Parties hereto have caused this Lease to be executed by their duly authorized officers. LESSOR THE CITY OF PALM SPRINGS, a charter city under the laws of the State of By � Q(D/javid Ready, City M r V" AT ST ony J. Mej , APPROVED AS TO FORM: z2a Jeffrey ffalliorerltity Aff0dey BY CRY COUNCL 10 2 Z01 Ic, A3U1o1 LESSEE NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company By: CCATT LLC, a Delaware limited liability company Its: Attorney in Fact' /1 e-•• ' LESSOR to provide Power of Attorney concurrently with execution of this agreement. Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 555/5.I8195M326138.2 EXHIBIT A DESCRIPTION OF THE PROPERTY THE LAND REFERRED TO HERETO IS SITUATED IN THE CITY OF PALMS SPRING, COUNTY RIVERSIDE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOT 25 AND WESTERLY RECTANGULAR ONE-HALF OF LOT 26 OF PALM VALLEY COLONY LANDS IN SECTION 13, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, AS PER MAP ON FILE IN BOOK 14, PAGE 652, OF MAPS, RECORDS OF SAID COUNTY. Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575.18195V2326138.2 EXHIBIT B DESCRIPTION AND MAP OF THE PREMISES 479.1 BUNRIZIE PARK L Ak/R\ ARCHIETECTB PALM BPRING4O CAAY CELLULAR LSM B I II 616 ------- ----- _� ........... i 1 I I �IEa SITE IM 1 50.IT .1SCE8S fl.O.M. A tJ SOFT \\\� INITIALS PROPOSED LANOLono Bin PLAN I / ENEN Site Name: PALM SPRINGS DOWNTOWN I BUN: 945241 1140085962315.1 55595.1819SM325138.2 EXHIBIT C DESCRIPTION OF THE FACILITIES Site Name: PALM SPRINGS DOWNTOWN I BUN: 845241 1140085962315.1 55575.18195 23261382 RECEIVED WHEN RECORDED RETURN T T Y OF P 4 L H S PR ING S 2020-0266916 2020JON30 PH 3: 27 "/22/2020 01:11 PM Fee: $ 0.00 OFFICEPage 1 of 7 OF THE CITY C Recorded in Official Records LEA}' County of Riverside Peter Aldana Assessor -county Clerk -Recorder 1111 1111� miss�'���a�i Prepared by: Parker Legal Group, PC 600 West Broadway, Suite 700 San Diego, California 92101 Space above this line for Recorder's Use A.P.N.s: 502200001 and 502200002 MEMORANDUM OF AMENDED AND RESTATED WIRELESS COMMUNICATIONS FACILITIES SITE LEASE This Memorandum of Amended and Restated Wireless Communications Facilities Site Lease ("Memorandum") is made effective this 1� day of rt e, , 2QQ by and between the CITY OF PALM SPRINGS, a charter city under the laws of the State of California, with a mailing address of 3200 East Tahquitz Canyon Way, Palm Springs, California 92262 ("LESSOR") and NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company, by and through CCATT LLC, a Delaware limited liability company, its attorney in fact, with a mailing address of 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 ("LESSEE"). 1. LESSOR and Los Angeles Cellular Telephone Company, a California partnership ("Original Lessee") entered into a Ground Lease Agreement dated December 22, 1994 ("Original Lease"), whereby Original Lessee leased certain real property, together with access and utility easements, located in Riverside County, California (the "Premises") from LESSOR, all located within certain real property _ / owned by LESSOR (the "Property"). The Property, of which the Premises are a part, is more particularly described in Exhibit A attached hereto. !3' Site Name: PALM SPRINGS DOWNTOWN 1 Business Unit #: 845241 Documentary Transfer Tax $ _Computed on full value of property Computed on full value less liens & encumbrances remaining at time of sale _Computed on full value of lease surpassing the 35-year term limit _Computed on leased area of the property _Exempt -remaining lease term with renewal options is 35 years or less Thrifty v. County of Los Angeles (1989) 210 Cal.App.3d 881 Signature of Declarant or agent 2. New Cingular Wireless PCS, LLC is the successor in interest to the Original Lessee under the Original Lease. 3. LESSOR and LESSEE have entered into an Amended and Restated Wireless Communications Facilities Site Lease dated the p day of p , 207,F) (the "Lease"), of which this is a Memorandum, whereby LESSEE leased the Premises from LESSOR, all located within the Property. 4. The Lease amends the Original Lease by deleting it in its entirety and restating the Original Lease as provided for in the Lease. 5. The Premises may be used for the purpose of installing, constructing, maintaining, repairing, replacing, removing and operating a communications and other facilities, including tower structures, equipment shelters, cabinets, meter boards, utilities, antennas, equipment, any related improvements and structures and uses incidental thereto. 6. The term of the Lease is for five (5) years, commencing on December 22, 2019, and expiring on December 21, 2024, subject to two (2) optional term extensions of five (5) years each in accordance with Section 3.2 of the Lease. control. 7. In the event of any inconsistency between this Memorandum and the Lease, the Lease shall 8. The terms, covenants and provisions of the Lease shall extend to and be binding upon the respective executors, administrators, heirs, successors and assigns of LESSOR and LESSEE. 9. This Memorandum does not contain the social security number of any person. 10. A copy of the Lease is on file with LESSOR and LESSEE. [Execution Pages Follow] 2 Site Name: PALM SPRINGS DOWNTOWN Business Unit #: 845241 IN WITNESS WHEREOF, hereunto and to duplicates hereof, LESSOR and LESSEE have caused this Memorandum to be duly executed on the day and year first written above. LESSOR: CITY OF PALM SPRINGS, a charter city under the laws of the State of California By: David Ready, City APPROVED AS TO FORM: 7� Je ey Bellinger, Attorney [Acknowledgment Appears on Following Page] Site Name: PALM SPRINGS DOWNTOWN Business Unit #: 845241 CALIFORNIA ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA nn� COUNTY OF k �� 1 r7� e. On 2,02,0 before me, Public, ss. Notary personally appeared D"\) I `^ �'e-�` �4 , who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal JOHN PAUL MAIER Notary Public - California i �� San Luis Obispo County 2 Z Commission #E 2165677 My Comm. Expires Sep 24, 2020 SIGN OF NOTARY PUBLIC (Seal) [Lessee Execution Page Follows] 4 Site Name: PALM SPRINGS DOWNTOWN Business Unit #: 845241 LESSEE: NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company By: CCATT LLC, a Delaware limited liability company Its: Attorney In Fact By: Print Name: Melanie vvebb� Print Title: Senior TrangacUull [Acknowledgment Appears on Following Page] Site Name: PALM SPRINGS DOWNTOWN Business Unit #: 845241 State of Texas County of � Before me, Nicole Arlette Benton , a Notary Public, on this day personally appeared Melanie W-ebh Senior Transaction Manager of NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company, as Attorney in Fact for CCATT LLC, known t proved to me on the oath of or through driver's license, state id card, resident id card, military id card, or passportto be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she a executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this day of f ibf tl , 20 a. (Personalized Seal) Site Name: PALM SPRINGS DOWNTOWN Business Unit #: 845241 Notary Public's Signature EXHIBIT A (Legal Description of the Property) THE LAND REFERRED TO HERETO IS SITUATED IN THE CITY OF PALMS SPRING, COUNTY RIVERSIDE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOT 25 AND WESTERLY RECTANGULAR ONE-HALF OF LOT 26 OF PALM VALLEY COLONY LANDS IN SECTION 13, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN BERNARDINO MERIDIAN, AS PER MAP ON FILE IN BOOK 14, PAGE 652, OF MAPS, RECORDS OF SAID COUNTY. 7 Site Name: PALM SPRINGS DOWNTOWN Exhibit A Business Unit #: 845241 CCCROWN 200 Spectrum Center Drive Suite 1700 Phone: (949) 885-8807 CASTLE Irvine, CA 92618 w .crowncasVexom March 14, 2018 Via FedEx 7800 5572 9619 Cr1'Y OF PALM SPRINGS 32oo E TAHQUITZ CANYON RD C/O FINANCE DEPT ACCTS RECEIVABLE PALM SPRINGS, CA 92263 Re: BU 845241 / PALM SPRINGS DOWNTOWN / 4011/2 PAVILION WAY PALM SPRINGS, CA 92262 ("Site") Ground Lease Agreement, dated December 22,1994, as amended ("Lease") Consent for modifications Dear CITY OF PALM SPRINGS, Pursuant to an agreement between New Cingular Wireless PCS, LLC ("AT&T") and CCATT LLC ("CCATT'), CCATT manages and operates the tower site that is subject to the Lease on behalf of AT&T. CCATT is a Crown Castle company. CCATT and its affiliates and subsidiaries own, manage and operate shared wireless communication facilities. In order to better serve the public and minimize the amount of towers in an area where the Site is located, AT&T Mobility plans to modify its equipment at the wireless communication facility (the "Modification"). Pursuant to Paragraph 4.A. of the Lease, AT&T is required to obtain your consent. Therefore, CCATT, on behalf of AT&T, respectfully requests your consent to this modification. Please indicate your consent by executing this letter where indicated below and return one original of same to the address indicated above. A prepaid envelope is included for your convenience. Thank you for your continued cooperation with AT&T and CCATT. If you have any questions concerning this issue, please contact Ariana Gomez at (949) 885-8807 or Ariana.Gomez@crowncastle.com. Sincerely, Agreed and accepted Ax ate) c Ariana Gomez so Is signature) Real Estate Specialist The Foundation for a Wireless World. CrownCastle.com CROWN CASTLE March 14, 2018 CITY OF PALM SPRINGS 320o E TAHQUITZ CANYON RD C/O FINANCE DEPTACCTS RECEIVABLE PALM SPRINGS, CA 92263 200 Spectrum Center Drive Suite 1700 Irvine, CA 92618 Via FedEx Phone: (949) 885-8807 w xrowncasUe.com 78o0 5572 6919 RE: BU# 845241 — PALM SPRINGS DOWNTOWN Site Address: 4011/2 PAVILION WAY, PALM SPRINGS, CA 92262 Dear CITY OF PALM SPRINGS: In order to better serve the public and minimize the amount of towers in an area where a Lease is located, AT&T Mobility plans to modify the equipment at the telecommunication facility. The modification will not alter the character or use of the site nor will it change the nature of Crown Castle's occupancy of the site. The CITY OF PALM SPRINGS, CA requires Landowners Authorization for applications related to Land Use, zoning and/or building permits. Therefore, I respectfully request your notarized signature where indicated on the enclosed Property Owner Letter of Authorization (a notary Acknowledgement form is included, and a notary can be scheduled to meet with you upon request). Thank you for your continued cooperation with Crown Castle. If you have any questions concerning this request, please feel free contact me at (949) 885-8807 or via email at Ariana.Gomez@crowncastle.com Sincerely, It-- Ariana Gomez Real Estate Specialist (949)885-8807 A.riana.Gomez@crowncastle.com C Property Owner Letter of Authorization CITY OF PALM SPRINGS, CA 320o E TAHQUITZ WAY PALM SPRINGS, CA 92262 Re: Zoning/ Permitting — Plan / Design Review Process I hereby represent that I am the legal owner of the property referenced below, and I hereby give my authorization to AT&T MOBILITY and/or its Agent(s), to act as our Agent(s) in processing and obtaining approval for Building and/or Zoning permits through the CITY OF PALM SPRINGS, CA for the modification of the facility located at the existing wireless communications site described as: Crown Site ID: 84524Y/PALM SPRINGS DOWNTOWN AT&T MOBILITY Site ID: LAC478/PALM SPRINGS DOWNTOWN Site Address: 4011/2 PAVILION WAY, PALM SPRINGS, CA 92262 APN: 502-200-001 Property Owner: CITY OF PALM SPRINGS By: Date: li3 l N ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of Riverside ) SS. City of Palm Springs } On May 15, 2018, before me, ANTHONY J. MEJIA, CITY CLERK, CITY OF PALM SPRINGS, CALIFORNIA, personally appeared DAVID H. READY, who I personally know is the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his official and authorized capacity on behalf of the City of Palm Springs, a California Charter City. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 15t" day of January, 2018. Signature: )NY . 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TOWER ST1F FMMEAODK (EaFnNG//mm v We¢Y WITH INDOOR ERICSSON BASEBAND mm&. 3.4 (t HEW) z AWG HBR6 it n 12 IV�SPO/RIIX AND RRUS ON TOWER �� i lR". GXO.) BK SI 0 it iF p BECHTEL INFflASTFiUCTURE AND POWER CORPORATION PALM SPRINGS DOWNTOWN SITE No. USID: 72355 ® }p} alOLl umRH , �:s MMMAmm[mi • :/::n Hm 8' F i�I73 g df&t DIE FIRSfN eD 850 4TM7 (PCB Aws (PoWPRWDCf if F {{YY�� IVRK5 APYSIHoxB AVENUE, SUM zZ' IRWHE G 9306 401 1/S PAyMENM MAY MSZEp14F1AVB4f ]NROE 7 '� �. �! PN.Y SkRHLS. G BY[N WB1WG93i01 ®m y,P4 �,.A.� Ie1N-Bl7-lK U-IM4)B-/OB 0 6 5 4 J 2 1 9NYE AeC>RhIP CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 DATE (MMIDD 03/29/2 8 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME Willis of Pennsylvania, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230-5191 PHONE $77-945-7378 FAx 888-467-2378 E-MAIL certificatet3@Willis.com INSURER(S)AFFORDING COVERAGE NAIC INSURERA:Federal Insurance Company 20281-005 INSURED Crown Castle International INSURERB:Travelers Property Casualty Co of Amer 25674-001 INSURERC:Berkshire Hathaway Specialty Insurance Co 22276-001 See Attached Named Insured List 1220 Augusta Dr. Suite 600 Houston, TX 77057 INSURERD: _ INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER, 29212630 REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYpE OF INSURANCE DDL SUB POLICY NUMBER POLICY EFF POLICY EXPITR A LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR Y Y 7021-02-28 4/1/2018 4/1/2019 EACH OCCURRENCE $ 1,000,000 DpAAM�qq��EETT ELATED RftW ;?,R occurence) $ 1 000 000 MED EXP (Any one person) $ 51000 PERSONAL BADVINJURY $ 11000,000 GENT AGGREGATE LIMIT APPLIES PER: POLICY PRO❑LOC OTHER: JECT GENERAL AGGREGATE $ 2 00Q 000 PRODUCTS-COMP/OPAGG $ 2 000 000X $ B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Y Y TC2JCAP-474M9749TIL18 /1/2018 4/1/2019 COMBINED SINGLE LIMIT $ 1, 000,000 X BODILY INJURY(Per person) $ BODILY INJURY(Peraccident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS UAB X OCCUR CLAIMS -MADE y Y 47-UMO-303445-02 /1/2018 4/1/2019 EACH OCCURRENCE $ 51000,000 AGGREGATE $ 51000,000 DED X RETENTION $ 25,000 _ $ B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE� OFFICER/MEMBER EXCLUDED? [Mandatory _InNH) 1f yes, describe under DESCRIPTION OF OPERATIONS below NIA Y Y TRRUB-474M970-1-18 TC2JUB-474M969-4-18 /1/2018 4/1/2018 4/1/2019 4/1/2019 X TH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 11000,000 E.L. DISEASE - POLICY LIMIT S 11000,000 B All Risk Personal Property Property In Transit QT-630-5D73647STIL-18 1 2018 4/1/2019 $250,000 Limit Included DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space is required) BU #845241 - 401 1/2 Pavilion Way, Palm Springs, CA 92262. See Attached CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs 3200 East Tahquitz Canyon Rd Palm Springs, CA 92263 Coll : 5195653 Tpl : 2209027 Cert : 26212 63 0 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 713115 LOC#: ACC)RU� ADDITIONAL REMARKS SCHEDULE Page-2-of-9 AGENCY NAMED INSURED Crown Castle International Willis of Pennsylvania, Inc. See Attached Named Insured List 1220 Augusta Dr. Suite 600 Houston, TX 77057 POLICY NUMBER See First Page CARRIER NAIC CODE EFFECTIVE DATE: See First Page See First Page AUUI 11UNAL KtMAKI ZI THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Certificate Holder is included as an Additional Insured under the General Liability, Automobile Liability, and Umbrella/Excess Liability policies as their interest may appear and as required by written agreement and only with respect to the liability arising out of the operations performed by for on behalf of the Named Insured. General Liability, Automobile Liability, Umbrella/Excess Liability, and Workers Compensation policies include a Waiver of Subroggation in favor of the Additional Insured when required by written contract and as permitted by law but always subject to the policy terms, conditions and exclusions. Property: Business/Personal Property - 100% Replacement Cost. Additional Insureds: The City of Palm Springs (LESSOR), its officers, employees and agents. Coverage is Primary and Non -Contributory as required by written contract. ACORD101 (2008/01) Coll:5195653 Tpl:2209027 Cert:26212630©2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Crown Castle International Corp. Consolidated Subsidiaries as Named Insureds AKWALAWAIM 24:7 Chesapeake Holdinrx LLC Croup Castle Iummationa_1 C dPuerto mP'e Global Signal Hol inr III LLC Rico 24'7 \3id-Atianac Netumrk of Virzana. LLC Crown Castle International LLC Global Signal Holdmo- IV LLC' 2-i'7.\lid-Atlantic Netunrk. LLC Crown Castle Imvestament Corp. Global Signal Operating Part mership. L.P. Access Fiber Garntp Holdin_- LLC Goun Castle Im-estment H Corp. Global Signal Senices LLC Access Fiber Group. Inc. Croon Castle '.NMf Holding Coax. GoldenState Towers. LLC „irCc= of A -ma L.L.C_ Cmwn Castle NA1 Holding LLC GS Sal-mas Inc. Atlantic Coast Communications LLC Crown Castle MTJ LLC GSPN Intangibles LLC CA - CLEC LLC Crown Castle NW A LLC High Point bfameement Co. LLC CC Castle international LLC Crown Castle NG Atlantic LLC ICB Town LLC CC Edge LLC Crown Castle NG C ennal LLC InfiaSoume R. LLC CC Edge Sohrtions LLC Crown Castle NG East LLC InS= fiber of Vir�pzua LLC CC Finance LLC Croup Castle NGNetnarks LLC InSITE Solution; LLC CC FN Holding, LLC Crown Cade NG 1 A est LLC Interstate Tower Communications LLC CC Holdings GS V LLC Crown Castle Operating Company Intracoastal City Towers LLC CC Site Acgtrisitions- H LLC Crown Castle Operating LLC DLI Center, LLC CC $urn : Fiber Networks LLC Cmun Castle Orlando Corp. M) R,rLhm. LLC CC TM PA LLC Crown Castle PR LLC JBCM Towers LLC CC Toner. Guarantor LLC Gown Castle PR Sohmom LLC Light Tosser Clearmehouse LLC CC Tour Holding LLC Crows Castle PT Inc. Light Tosser Fiber- New York. Inc. GM CC TS LLC Crown Castle Puerto Rico Corp. Light Tower Holding; LLC CCATT Holding; LLC C'rossn Castle Senice; LLC Light Tower blanagemeat, Inc. CCATT LCC Crown Castle Solutions LLC Lim Toner Metro Fiber LLC CCATT PR LLC Crown Castle South LLC Lightoti u Fiber Infiastructure Corp. CCGS Holdings Corp. Crown Castle TDC LLC Laghtower Fiber Netw arks I. LLC CCPE Acquisitions LLC Gown Castle TLA LLC Lsghtower Fiber Networks IL LLC aM CCPR %1 Tower Newco LLC Crown Castle Towers 05 LLC LTS Buyu LLC CCS S. E LLC Crown Castle Towers 06-2 LLC LTS Group Holding; LLC CCT_' Holdin, LLC Crown Castle Towers 09 LLC LTS T±nternre to Holding; A LLC CC -M Holdings LLC Croon Castle Tower. LLC LTS Intermediate Holding B LLC CCT111 LLC Crown Castle L'SA Inc. LTS Tlumn ediate Holding, C LLC CCTNU LLC Crown Communication LLC NIV Capital One, LLC CM.-10 LLC Crown Comn+minication New York. Inc. Mobile Media California LLC Chesapeake Fiber. LLC Crown Mobile System-- Inc. 'Mobile Media National LLC Coastal Antennas LLC DAS Des-elapm,ent Corporation Modeo LLC Com5ite Venture, Inc. Fiber Techuolope- Netwasks. LLC. MTV Cell REIT 1 LLC Co%vrage Phis Antenna System LLC Fibernet Direct Florida LLC ` nV Cell TRS 1 LLC Cross Connect Soartion:. Inc. (PA) Fibemet Direct Holding; LLC NEON Tana"". Inc. Croon Atlantic Company LLC Fibernet Direct TEL LLC NewPath Nettsrorks Holding LLC Crown Castle AS LLC Fibernet Direct Texas LLC NewPath Netu6arks LLC Crone Castle Atlantic LLC Frbertech FacflibmCorp. (Nl� NY - CLEC LLC Crown Castle Augusta LLC Fk*rtech Holdings Corp. OP 2 LLC Crown Castle BP ATT LLC Filmtech � warks. LLC OP LLC Crown Castle CA Corp. Freedom Telecommirnications. LLC P3 CHB-l. LLC Crown Castle GS III Corp. Global Signal Acgmutions H LLC P3 Holdings 2014 LLC Crown Castle GT Company LLC Global Signal Acquisitions III LLC P3 0ASA-1. LLC Crown Ca. -de GT Corp. Global Signal Acquisitions IV LLC P3 PBA-1. LLC Crown Castle GT Holding Sub LLC Global Signal Acqui.ations LLC Ph - CLEC LLC Crown Castle International Carp. Global Signal GP LLC Crown Castle International Corp. Consolidated Subsidiaries as Named Insureds Entity Name 11/0112017a Edition Pinnacle San Antonio L.L.C. Pinnacle St. Locus LLC Pinnacle Towerr, Acquisition Holding; LLC Pinnacle Tower Acqursiaoa LLC Pinnacle Tower A:set Holding LLC Pinnacle Tower Canada. Inc_ Pinnacle Tower. III LLC Pinnacle Tau -a-, Limited Pinnacle Tower LLC Pinnacle Tower V Inc. PR Site Devekpment Corporation PR TDC Corporation Prmceton Ancillary Service; II LLC Princeton AnnUzn- Ser tees III LLC Radio Station WGL.D LLC RCrP Tower G=W. LLC Shaffer &- Associate:. lac. Suiera Nem o L LX Limited (Lid Sieera Networks. Inc_ Sierra Tower. Inc. Svmew-, Futerpnw LLC Sunestiz of !%Ma::achu;ett LLC Simews, ofVugmia.Inc. Sme:v-. LLC Thunder Towers LLC Tower Development Corporation Tower S} item; LLC Toner Technology Compare}- of ]a&omzlle LLC Toner Ventmes M. LLC To-weiOne 2012. LLC TowerOne Allentown 001. LLC ToumOne Bethlehem 001. LLC TowwOne Dmie;tvwn. LLC TowerOne East Rockhrll 001. LLC ToawOne'Marple. LLC TowerOne hhddlemm 001. UC ToumOne 1ti iddletonn 002. UC TowerOne 'Middletown 003. LLC TowwOne North Coventry. LLC TowerOne Farmer:. LLC ToweiOne RarhiM& LLC TonmOne upper Pompon-e 002. LLC ToweiOne Upper Pottgrove. LLC ToweiOne l arxxxin-ter 001. LLC TonmOne Wamnggton 002. LLC Toner Fiasco II LLC Toner Fineo III LLC Town: Fiasco LLC TriStar Im•etor, LLC IVHT. LLC V►'A - CLEC LLC WC? Wireless Lease Subsidian-. LLC WCP Wireless Site Fining LLC WC? Wuele:: Site Hoklco LLC WC? Wuele:: Site tion-RE Funding LLC WCP Wuele:: Site tiara R.E Holdco LLC WCP lVurless Site RE Funding LLC WC? Wireless Site RE Holdco LLC lVilcon Holdings LLC Wilcon Operations LLC WiL-hue Cannectioa LTC W,ihhue Services. LLC Wireless Fundmg. LLC Wuele;s Realty Holding; IJ_ LLC Wireless Revenue Properties. LLC Y ankee'Metro Parent Inc. INSURER CANCELLATION TERMS NAMED INSURED Crown Castle International POLICY NO. Various EFFECTIVE DATE SEEPAGE 1 Person or Organization: Person(s) or organization(s) that you are obligated, pursuant to written contract or agreement between you and such person or organization, to provide with notice of cancellation for any reason other than non-payment of premium, provided that, within 10 days of the date the producer or the first named insured receives a copy of the notice of cancellation, the producer or the first named insured provides us with a spreadsheet containing the name, address and, if available, e-mail address of the person(s) or organization(s) to whom such notice of cancellation is to be sent. All other terms and conditions remain unchanged. Cancellation Terms: When we cancel this policy as described in the Cancellation condition for any reason other than non-payment of premium, we will also send to the person or organization described in the Schedule a notice of at least 30 days in advance of the cancellation date. Any failure on our part to deliver such notice will not: • impose liability of any kind upon us; or • invalidate the cancellation. Cancellation Terms Apply to the Following Coverages: General Liability, Automobile Liability and Workers Compensation Willis 101