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HomeMy WebLinkAboutResolution 2009-067 assignment agreement with Crown CommunicationMARANA RESOLUTION N0.2009-67 RELATING TO REAL ESTATE; APPROVING AND AUTHORIZING THE MAYOR TO SIGN A CONSENT TO ASSIGNMENT AGREEMENT WITH CROWN COMMUNICATION, INC. AND TOWER DEVELOPMENT CORPORATION BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, the Consent to Assignment Agreement with Crown Communication, Inc. and Tower Development Corporation attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it on behalf of the Town. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 5th day of May, 2009. y ` `~~~.--- Mayor Ed Honea ATTEST: e yn C. ~onson, Town Clerk APPROVED AS TO FORM: ,Town LESSOR'S CONSENT TO ASSIGNMENT AGREEMENT for a wireless communications facility located at: Site Name: W. Linda Vista Blvd., Marana County: Pima State: Arizona Crown BU#: 807666 TDC BU#: among ASSIGNOR CROWN COMMUNICATION INC. ASSIGNEE TOWER DEVELOPMENT CORPORATION And TOWN OF MARANA LESSOR i LESSOR'S CONSENT TO ASSIGNMENT AGREEMENT THIS LESSOR'S CONSENT TO ASSIGNMENT AGREEMENT (the "Consent") is hereby made and entered into as of the ~ ~l-L, day of , 2009 by and among Crown Communication Inc., Delaware corporation havi mailing address of 2000 Corporate Drive, Canonsburg, PA 15317 ("Assignor"), Tower Development Corporation having a mailing address c/o Crown Castle, 2000 Corporate Drive, Canonsburg, PA 15317 ("Assignee"), and Town of Marana, having a mailing address 11555 W. Civic Center Drive, Marana, AZ 85653 ("Lessor") RECITALS A. Assignor and Lessor entered into that certain Option and Ground Lease Agreement dated October 21, 2008 (a copy of this Lease Agreement is attached hereto as Exhibit "A") (the "Lease Agreement") for a parcel of real property located at 5541 West Linda Vista Boulevard in the Town of Marana, County of Pima, State of Arizona as set forth therein (the "Leased Premises"); and, B. Assignor desires to assign the Lease Agreement to Assignee, and Assignee desires to assume the rights and obligations under the Lease Agreement, pursuant to that certain Assignment Agreement by and between Assignee and Assignor (the "Assignment Agreement"); and, C. Assignor and Assignee have requested that Lessor consent to the Assignment Agreement pursuant to Section 32 of the Lease Agreement, and Lessor has agreed to consent to such assignment as provided for herein; and, D. Assignor has requested that Lessor release Assignor from all liabilities and obligations under the Lease Agreement as provided for herein, and Lessor has agreed to release Assignor from those liabilities and obligations. NOW, THEREFORE, for and in consideration of Ten Dollars and 00/100 ($10.00) and other good and valuable consideration each to the other in hand paid and the premises and covenants hereinafter set forth, Assignor, Assignee and Lessor agree as follows: 1. Incorporation of Recitals. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. 2. Consent of Lessor. Lessor hereby expressly consents and agrees to the assignment and assumption of the Lease Agreement as set forth in the Assignment Agreement, and hereby releases Assignor from any and all liabilities and obligations under the Lease Agreement. Lessor agrees to solely hold Assignee responsible for performance of all obligations of the lessee under the Lease Agreement from, and after, the date of this Consent, except liabilities and obligations arising out of Assignor's failure to perform and discharge any of the terms, covenants, conditions and agreements as the lessee under the Lease Agreement prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement, for which Lessor will look solely to Assignor and shall not, at any time hereafter, require Assignor to perform any obligations thereunder, unless the Lease Agreement is reassigned to Assignor upon default of Assignee as provided herein. 3. Agreement of the Parties. Assignor, Assignee and Lessor hereby expressly agree as follows: A. Assignor is ,the current holder of a Lessee's interest in the Lease Agreement, and Lessor is the current holder of Lessor's interest in the Lease Agreement. B. The Lease Agreement is in full force and effect, and Lessor hereby ratifies and confirms same. C. A true and correct copy of the Lease Agreement and all amendments, if any, is attached hereto as Exhibit "A" and incorporated herein by this reference. The Lease Agreement, and all amendments, if any, constitute the entire agreement between Lessor, Assignor and Assignee with respect to the Leased Premises. There are no present outstanding defaults pursuant to the terms and provisions of the Lease Agreement by either Lessor or Assignor, and no party has knowledge of any facts which, with the giving of notice, passage of time, or both, would constitute a default by any party under the Lease Agreement. D. To Lessor's knowledge, all conditions or obligations under the Lease Agreement required to be satisfied or performed by Assignor as of the date hereof have been satisfied or performed, and to Assignor's knowledge, all conditions or obligations under the Lease Agreement required to be satisfied or performed by Lessor as of the date hereof have been satisfied or performed. E. Assignor has paid Five Hundred Dollars ($500) to Lessor (the "Option Fee") to secure the Option to lease the Leased Premises to be exercised at any time on or before October 21, 2009 (the "Option Term). F. The initial rent (the "Rent") to be paid by Assignee to Lessor under the Lease Agreement upon exercise of the Option is Nineteen Thousand Four Hundred and Forty and 00/100 Dollars ($19,440.00) per year, to be paid in equal monthly installments of One Thousand Six Hundred Twenty and 00/100 Dollars ($1,620.00) per month payable on the first day of the month following the date that construction commences ("Obligation Date"). Assignee's obligation to pay Rent under this Assignment shall begin on the first day after the Obligation Date, and Assignor's obligation to pay Rent shall end thereon. G. The term of the Lease Agreement expires on the date five (5) years following the first day of the month following the month in which the Option is exercised (the "Expiration Date") and there are five (5) Renewal Terms of five (5) years each (the "Renewal Terms"). H. Rent is to be increased at the commencement of each applicable Renewal Term (as defined in the Lease Agreement) by fifteen percent (15%). 4. Survival of Terms. The representations, warranties and indemnities set forth herein shall survive the execution and delivery of this Consent and shall continue in full force and effect during the term of the Lease Agreement. 10. Binding Agreement. This Consent constitutes the entire agreement between the parties hereto with respect to the transaction contemplated herein, and it supersedes all prior understandings or agreements between the parties relative to such assignment. 11. .Execution and Counterparts. To facilitate execution, the parties hereto agree that this Consent may be executed and telecopied to the other party and that the executed telecopy shall be binding and enforceable as an original. This Consent may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of such counterparts. 12. Notices. Any notice, communication, request, reply or advise (hereinafter severally and collectively, "Notice") regarding this Consent shall be in writing and shall in accordance with the Notice provisions of the Agreement and shall be sent to the parties at the following addresses: Assignor: Crown Communication Inc c/o Crown Castle USA Inc E. Blake Hawk, General Counsel 2000 Corporate Drive Canonsburg, PA 15317 RE: BUN 807666/Site Name: W. Linda Vista, Marana Attn: Real Estate Department Phone: (866) 482 - 8890 Assignee: Tower Development Corporation c/o Crown Castle USA Inc E. Blake Hawk, General Counsel 2000 Corporate Drive Canonsburg, PA 15317 RE: BUN 807666/Site Name: W. Linda Vista, Marana Phone: (866) 482 - 8890 Lessor: Town of Marana 11555 W. Civic Center Drive Marana, AZ 85653 Phone: (520) 382-1999 [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the parties have executed this Consent as of the date and year first written above. ', ASSIGNOR: Witness COlVIM, UNICATION INC. By: s.--~~ Print ame: David . T Title: Vice Preside 1 - N COMMONWEALTH OF PENNSYLVANIA COUNTY OF WASHINGTON SS: I, Sheila Osborne, a Notary Public within and for the State aforesaid duly commissioned and acting, do hereby certify that on this ~}~ day of , 200 personally appeared before me David J. Tanczos of Crown Communication I to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President -National Site Development of Crown Communication Inc. and duly certified to enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by himself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. ~~ ~~~ Notary Public My Commission Expires: 11/13/10 COMMONWEALTH OF PENNSYLVANIA i~otasiei Seal Sheila Owe, No~Y Public toy F~xpir8s Nn~~ S~ ~ Member, Pennaylvat~ia Apstsalatlun tit Notarl®c ASSIGNEE: TOWER DEVELOPMENT CORPORATION Witness By: PrintNa e: ~t ~ ~-{U-j-fi4,,, ~.,_, Title: Fse c ~~~~ COMMONWEALTH OF MASSACHUSETTS COUNTY OF SUFFcs(.1~ SS: I, ~,-{y~~,;~,L J}, ec,rssns , a Notary Public within and for the State aforesaid, duly commissioned and acting, do hereby certify that on this Iq~ day of ~~ 2009, personally appeared before me ~:~~be~ ~f Tower Development Corporation to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that5he is the 5.~~,,,~!-~,,,~ of Tower Development Corporation and duly certified to enter into agreements on behalf of that entity. Moreover,c~te has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by nself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above w itten. Notary Public ~ CATHERINE A, PARSONS Notary Public Commonwealth of Massachusetts My Commission Expires February 25, 2016 LESSOR: TOWN OF MARANA, an Arizona municipal corporation ATTEST: o ;` '~ .~'~~2~t~~i2 ~ ~ ~:~ n Clerl~'' %~; o By: Ed Honea, Mayor Date: ~'~ C~ STATE H OF ,2~'~/~ SS: COUNTY OF ~~ti1,~ I, ~~/i G"~~ /Gl F}~;d~ „~~~~~ i a Notary Public within and for the State / aforesaid, duly commissioned and acting, do hereby certify that on this day of 2009, personally appeared before me E/[) j-~~~,~~A (name of property owner), to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he has executed the same as his voluntary act and deed and was voluntarily executed by himself for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public fission Ex fires: Official Seal NOTARY PUBLIC STATE OF ARIZONA Coun of Pima M CommissDiolnExpirM~MzG ALAR~D2 APPROVED AS TO FORM: EXHIBIT A COPY OF THE LEASE AGREEMENT OPTION AND GROUND LEASE AGREEMENT TOWN OF 1<1ARANA, ARIZONA TIi1S OPTION AND GROUND LEASE AGREEMENT (this "Agreement"} is made by and between the TOWN of MARANA (Federal Tax Identification Number 86-0331775) having a matting address of 11555 W. Civic Center Drive, Marano, AZ 85b53 ("Lessor"} and CROWN COMMUNICATIONp INC., a Delaware corporation, with its principal place of business located at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317-8564 ("Lessee"). Lessor and Lessee are sometimes collectively referred to in this Agreement as the "parties." I. Definitions. `'Agrreement" means this Option and Ground Lease Agreement. "Approvals" means all certificates, permits, licenses and other approvals that Lessee, in its sole discretion, deems necessary for its intended use of the Leased Premises. `'Commencement Date" means the first day of the month following the month in which the Option is exercised pursuant Eo Section 4(C) of this Agreement. "Defaultin Party" means the party to this Agreement that has defaulted as provided for in Section 29 of this Agreement. "Due Diligence Investigation" has the meaning set forth in Section 3 of this Agreement. "Easements" and "Utility Easement" have the meanings set forth in Section 10 of this Agreement. "Hazardous Material" means anv substance which is (i}designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, {ii} a peVoleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, {iv) lead, (v) asbestos, {vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. "Em•ironmental Law{s)" means the Comprehensive Environmental Response, Compensation, and Liabilit}• Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of I976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, i S U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or amended to date; the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, clean-up, transportation or release or threatened release into the environment of Hazardous Material. "Improvements" means a wireless communications facility, including tower structures, equipment shelters, meter boards and related improvements and structures and uses incidental thereto. "Initiallerm" means a period of five (5) years following the Commencement Date. "Lease Term" means the Initial Term and any Renewal Terms. `'Leased Premises" means that portion of Lessor's Property consisting of a parcel of approximately 25 feet by 40 feet as described in the sketch attached hereto as Exhibit "B". The boundaries of the Leased Premises may be subject to modification as set forth in Section 4. "Lessee's Notice Address'' .means c/o Crown Castle USA Inc., E. Blake Hawk, General Counsel, Attn: Real Estate Department, 2000 Corporate Drive, Canonsburg, PA 15317- 8564,1-866-482-8890. `'Lessor's Notice Address" means 11555 W. Civic Center Drive Marana. AZ 85653. "Lessor's Property" means the parcel of land Located at 5541 West Linda Vista Boulevard in the Town of Marana, County of Pima, State of Arizona, as shown on the Tax Map of said County as Tax Parcel Number 221-06-4010, being further described as Biock II of Hartman Vistas, a subdivision recorded in the Pima County Recorder's office at Book 55 of Maps and Plats, Page 42, a copy of said instrument being attached hereto as Exhibit "A". 'Non-Defaultine Party" means the party to this Agreement that has not defaulted as provided for in Section 29 of this Agreement. "Option" means the .exclusive right granted to Lessee by Lessor to lease the Leased Premises pursuant to Section 2 of this Agreement. `'Option Fee" means the sum of 5500.00. `Option Period" means the twelve (l Z) month period commencing on the date of this Agreement. "Renewal Term" means a period of five {5} years commencing upon the expiration of the Initial Term or prior Renewal Term, as the case may be. "Rent" means the consideration payable by Lessee to Lessor in exchange for the Leased Premises in the amount of 519,440.00 per year to be paid in equal monthly installments of 51,620.00. Rent shall be increased at the commencement of each Renewal Term by an amount equal to fifteen percent (t 5%) of the Rent in effect for the previous Term or Renewal Term. 2. Crant of Option to Lease. In consideration of the Option Fee paid by Lessee to Lessor upon Lessee's execution of this Agreement, Lessor hereby grants [o Lessee the exclusive Option during the Option Period to lease, on the terms and conditions set forth in this Agreement, the Leased Premises. 3. Due Diligence lnvestieation_ (A) Inspection Rights. During the Option Period, Lessee shall have the right to analyze the suitability of the Leased Premises for its intended use. Lessee and its employees, agents, contractors, engineers, and surveyors shall have the right io enter upon Lessor's Property to inspect, conduct, per}otm and {0001 I i80.DOC / 2}(8005) Town of Marana/Crown Communications Lease Agreement 10/21 /201}8 6:36 PM -1- examine soil borings, drainage testing, material sampling, surveys and other geological or engineering tests or studies of Lessor's Propert}•, to apply for and obtain all licenses and permits required for Lessee's use of the Leased Premises from all applicable go+•ernmental or regulatory entities, and to do those things on or off Lessor's Property that, in the sole opinion of Lessee, are necessary to determine the physical condition of Lessor's Property, the environmental history of Lessor's Property, Lessor's title to Lessor's Property and the feasibility or suitability of the Leased Premises for Lessee's use as defined in this Agreement, all at Lessee's expense {the "Due Diligence Investigation"). Activities conducted in connection with Lessee's Due Diligence Investigation shall not be deemed to constitute exercise of the Option or commencement of construction of the Improvements. (B) Temporary Access Road and Easement for Due Diligence Investigation. To facilitate Lessee's Due Diligence Investigation, Lessor hereby grants Lessee and its employees, agents, contractors, engineers and surveyors the right and an easement to construct and use a temporary pedestrian and vehicular access roadway from a public road, across Lessor's Property, to the Leased Premises. The, location of said temporary pedestrian and vehicular access road+vay on Lessor's Property is shown on Exhibit "B''. Such construction shall not be deemed to constitute exercise of the Option or commencement of construction of the Improvements. 4. Termination and Exercise of Option. (B) Right to Terminate Option. Lessee shall have the right to terminate this Agreement at any time prior to the expiration of the Option Period by sending written notice of termination to Lessor. (C) Expiration of Option Term; Exercise of Option, If, upon expiration of the Option Period, Lessee has not exercised the Option, this Agreement shall terminate. Upon such termination, neither party shall have any further rights or duties hereunder. Lessor shall retain the Option Fee. Prior to expiration of the Option Period, Lessee may exercise the Option by either {i} providing written notice to Lessor of such exercise or (ii) commencing construction of the Improvements. Upon the Commencement Date, the Lease Term shall commence and the Easements shall become effective. 5. Lessor's Cooperation. During the Option Period and the Lease Term, Lessor shall: (i) cooperate with Lessee in its efforts to perform its Due Diligence Investigation and to obtain all of the Approvals, including all appeals; and (ii) take no action that would adversely affect the Leased Premises. Lessor ackno+vtedges that Lessee's ability to use the Leased Premises is contingent upon Lessee obtaining and maintaining the Approvals. .Additionally, Lessor grants to Lessee and its employees, representatives, agenu, and consultants a limited power of attorney to prepare, execute, submit, fle and present on behalf of Lessor building, permitting, zoning or land-use applications with the appropriate local, state and/or federal agencies necessary to obtain land use changes, special exceptions, zoning variances, conditional use permits, special use permits, administrative permits, construction permits, operation permits and/or building permits. Lessor understands that any such application and/or the {000! 1 t80.DOC / 2}{BOOS) requirements thereof may require Lessors cooperation, which Lessor hereby agrees to provide. Lessor shall not `'knowingly" do or permit anything shat will interfere with or negate any Approvals pertaining to the Improvements or Leased Premises or cause them to be in nonconformance ++•ith applicable local, state or federal la+vs. Lessor agrees to execute such documents as may be necessary to obtain and thereafter maintain the Approvals, and agrees to be named as the applicant for said Approvals. Nothing in this Agreement shall in any way interfere with Lessor's regulatory authority over the Leased Premises and the Improvements, and Lessor shall have the same right to consider and approve or deny land use, building code, floodplaia, and other applications for the Leased Premises and the Improvements as if Lessor were dealing with real property not owned by Lessor. 6. Authorized Personnel List. Lessee acknowledges that Lessor's Property is used for the storage and delivery of potable water and other sensitive municipal purposes. For security purposes, Lessor shall provide Lessor with a list of the names of ail personnel who are authorized to enter onto the Leased Premises pursuant to this Agreement. The list shall be updated whenever a change of personnel occurs. Lessor is authorized to block entry to any personnel whose name is not on the list. This Section shall be interpreted as a right. but not an obligation, of Lessor to police or restrict entry onto the Leased Premises. 7. Lease Term. Effective upon the Commencement Date, Lessor leases the Leased Premises to Lessee for the Initial Term. The term of this Agreement shall automatically be extended for five (5) successive Renewal Terms, unless this Agreement is terminated pursuant to the provisions set forth herein. 8. Rent. Beginning on the Commencement Date, Lessee shall pay Rent for the Leased Premises. 9. Leased Premises; Survey. Fallowing exercise of the Option and completion of construction of the wireless communications facility on the Leased Premises, Lessee shall provide Lessor with a copy of an "as-built" survey, which shall depict and identify the boundaries of the Leased Premises and the Easements, and replace and supersede the sketch attached hereto as Exhibit "B". The "as-built" survey shall be deemed to be incorporated into this Agreement as Exhibit "C" even if not physicaEl}• affixed hereto. The description of the Leased Premises set forth in Exhibit "C" shall control in the event of discrepancies bet++°een Exhibit "B" and Exhibit "C". 10. Easements. Conditioned upon and subject to commencement of the Lease Term Lessor grants the following easements and rights-of--way over, under and upon Lessor's Property to Lessee, Lessee's employees, agents, contractors, sublessees, licensees and their employees. agents and contractors: (i) an easement over such portions of Lessor's Property as is reasonably necessary for the construction, repair, maintenance, replacement, demolition and removal of the facility to be located upon Leased Premises; {ii) an easement over such- portion of Lessor's Property as is reasonably necessary to obtain or comply with any Approvals; (iii} a thirty foot (30') wide easement in the location sho+vn in Exbibit "B", as may be amended by Exhibit "C", for construction. use, maintenance and repair of an access road for ingress and egress seven (7) days per week, twenty-four (24) hours per day, for 10/21/2008 6:36 PM satrsfactron of any Town of Matana/Crown Communications Lease Agreement -2- pedestrians and all types of motor vehicles, to extend from the nearest public right-of--way to the Leased Premises; and {iv) a utility easement (the '`Utility Easement") in the location showm in Exhibit "B", as may be amended by Exhibit "C", for the installation, repair, replacement and maintenance of utility wires, poles, cables, conduits and pipes, provided that in the event that any public utility is unable or unwilling to use the Utility Easement in the location shown in Exhibit `B". as may be amended by Exhibit `'C", at the sole option of Lessee Lessor shall grant an alternate easement either to Lessee or directly to the public utility at no cost and in a location acceptable to Lessee and the public utility (collectively, the "Easements"). TO HAVE AND TO HOLD the Easements for the purposes provided during the Lease Term and thereafter for a reasonable period of time for Lessee to remove its improvements. 11. Lessee's Right to Terminate: Effect of Termination Lessee. Lessee shall have the right, following its exercise of the Option, to terminate this Agreement, at any time, without cause, by providing Lessor with one hundred eighty (184) days' prior written notice. Upon such termination, this Agreement shall become null and void and neither party shall have any further rights or duties hereunder, except that any monies owed by either party to the other up to the date of termination shall be paid within thirty {30) days of the termination date. 12. Use of Property. The Leased Premises, the Easements shall be used for the purpose of constructing, maintaining and operating the Improvements and uses incidental thereto. Lessee may place a security fence, around the perimeter of the Leased Premises. Ali Improvements shall be constructed at Lessee's sole expense. Lessee will maintain the Leased Premises in a safe condition. It is the intent of the parties that Lessee's wireless communications facility shall not constitute a fixture. 13. Removal of Vegetation. Lessee has the right to remove vegetation from Lessor's Property which may encroach upon, interfere with or present a hazard to Lessee's use of the Leased Premises or the Easements. Lessee shall dispose of any removed vegetation. 14, Hazardous Materials. {A) Lessee's Oblieation and Indemnity. Lessee shall not (either with or without negligence) cause or permit the escape, disposal or release of any Hazardous Materials on or from the Leased Premises in any manner prohibited by law. Lessee shall indemnify and hold Lessor harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for serilement of claims, attorneys' fees, and consultants' and experts' fees) from the release of any Hazardous Materials on the Leased Premises unless caused by Lessor or persons acting under Lessor. {B) Lessor's Oblieation and Indemnity, Lessor shall not (either with or without negligence} cause or permit the escape, disposal or release of any Hazardous Materials on or from Lessor's Properly or Leased Premises in any manner prohibited by law. Lessor shall indemnify and hold Lessee harmless from an and all claims dama es f d t It~ t Premises if caused by Lessor or persons acting under Lessor. 15. Real Estate Taxes. Lessor is a government entity that is not obligated to pay real estate taxes pursuant to current Arizona ]aw. Lessee shall pay any and all real estate, personal property, or in-lieu taxes relating to Lessee's use of the Leased Premises, including without limitation any Government Property Lease Excise Taxes (see Arizona Revised Statutes § 42-6201 et seq., as they may be amended) attributable to the Leased Premises and/or the Improvements constructed by Lessee. Violation of this Section by Lessee is a material breach of this Agreement. 16. Insurance. Lessee, at Lessee's sole cost and expense, shall procure and maintain on the Leased Premises and on the Improvements, bodily injury and property damage insurance with a combined single limit of at least $1,000,000.00 per occurrence, which shall insure, on an occurrence basis, against all liability of Lessee, its employees and agents arising out of or in connection .vith Lessee's use of the Leased Premises, •all as provided for in this Agreement. Within .thirty (30) days following the date this Agreement is entered into, Lessee may, at its option, (i) provide Lessor with a certificate of insurance evidencing the coverage required by this Section, or {ii) provide electronically to Lessor a uniform resource locator link to access Lessee's memorandum of insurance web site evidencing in' order for Lessor to review the coverage required by this Section. [n addition, at all times during the performance of its Due Diligence Investigation and during the Lease Term, Lessee, at its sale expense, shall obtain and keep in force insurance which may be required by any federal, state or local statute or ordinance of any governmental body having jurisdiction in connection with the operation of Lessee's business upon the Leased Premises. 17. Reserved . 18. Emintnt Domain. If Lessor receives notice of a proposed taking by eminent domain of any part of the Leased Premises or the Easements, Lessor will notify Lessee of the proposed taking within five (5) days of receiving said notice and Lesscc will have the option to: (i) declare this Agreement null and void and thereafter neither party will have any liability or obligation hereunder; or {ii) remain in possession of that portion of the Leased Premises and Easements that will not be taken, in which event there shalt be an equitable adjustment in rent on account of the portion of the Leased Premises and Easements so taken. With either option Lessee shall have the right to contest the taking and directly pursue an award. 14. Mortgages. This Agreement, Lessee's leasehold interest and the Easements shall be subordinate to any mortgage given by Lessor which currently encumbers the Leased Premises, provided that any mortgagee shall recognize the validity of this Agreement in the event of foreclosure. In the event that the Leased Premises is or shall be encumbered by such a mortgage, Lessor shalt obtain and furnish to Lessee anon-disturbance agreement for each such mortgage, in recordable form. If Lessor fails to provide any non-disturbance agreement Lessee shalt have the right to seek and obtain a non~isturbance y g Ines, ~u gmen s, pena tes, cos s, liabilities or losses (including, without limitation, any and all agreement. sums paid for settlement of claims, attorneys' fees, and 20. Sale of Proaerty. Any sale of alt or part of Lessor's consultants' and experts' fees) from the presence or release of Property during the Option Period or the Lease Term shall be any Hazardous Materials on Lessor's Properly or Leased under and subject to this Agreement. (0001 l 180.DOC/21(8005) Town of Marana/Crown Communications Lease Agreement -3 - 10/2!/2008 6:36 PM 21. Surrender of Property. Upon expiration or termination of this Agreement. Lessee shall, within a reasonable time, remove all Improvements acid restore the Leased Premises as nearly as reasonably possible to its original condition. 22. Recording. This Agreement shall not be recorded. However, Lessor agrees to execute and deliver to Lessee a Memorandum of Agreement in the form attached to and incorporated by this reference in this Agreement as Exhibit "D" and acknowledges Lessee's right at Lessee's sole option and cost to record the Memorandum of Agreement in the office of the Pima County Recorder. 23. Hold Harmless. Each party shall indemnify and defend the other party against, and hold the other party harmless from, any claim of liability or loss from personal injury or property damage arising from the use and occupancy of the Leased Premises or Lessor's Property by such indemnifying party, its employees, contractors, servants or agents, except to the extent such claims are caused by the intentional misconduct or negligent acts or omissions of the other party, its employees, contractors, servants or agents. 24. Lessor's Covenant of Title. Lessor covenants that Lessor holds good and marketable fee simple title to Lessor's Property and the Leased Premises and has full authority to enter into and execute this Agreement. Lessor further covenants that there are no encumbrances or other impediments of title that might interfere with or be adverse to Lessee. 25. interference with Lessee's Susiaess. Lessee has a non- exclusive right to construct, instal! and operate wireless communications facilities that emit radio frequencies on Lessor's Property. Lessor retains the right to permit the construction, installation or operation on Lessor's Property of any additional wireless communications facilities; provided, however, that Lessor shall not permit the construction, installation or operation on Lessor's Property of any equipment or device that interferes with Lessee's use of the Leased Property for a wireless communications facility unless that equipment or device primarily serves or benefits public safety (police, fire, ambulance} communications. !f Lessee is unable to continue to operate its facilities on the Leased Premises as a result of Lessor allowing public safety communications on Lessor's Property, Lessee's sole remedy is to exercise its right to terminate this Agreement under Section 11 of this Agreement. 26. Oniet Eniovment. Subject to Lessor's rights set forth in this Agreement, Lessor covenants that Lessee, on paying Rent and performing the covenants of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Premises and Easements. 27. Lessor's Lien Subordination. It is the intent of the parties that Lessee's wireless communications facility shall not constitute a fixture. Lessor hereby subordinates any and all liens, whether statutory or under common taw, with respect to any of Lessee's property, and any property owned by any sublessees or licensees of Lessee, now or hereafter located on the Leased Premises. 28. Title Insurance. Lessee, at Lessee's option, may obtain title insurance on the Leased Premises and Easement. Lessor shall cooperate with Lessee's efforts to obtain title insurance by {poor t tao.voc r z lteoosl executing documents or obtaining requested documentation as required by the title insurance company. 29. Default. [n the event that there is a default by Lessor or Lessee (the "Defaulting Party'') with respect to any of the provisions of this Agreement or Lessor's or Lessee's obligations under this Agreement, the other party {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 thirty (30) days in which to cure any monetary default and sixty (60) days in which to cure any non-monetary default. The Defaulting Party shall have such extended periods as may be required beyond the sixty (60) day cure period to cure any non-monetary default if the nature of the cure is such that it reasonably requires more than sixty (60) days to cure, and Defaulting Party commences the cure within the sixty {60) day period and thereafter continuously and diligently pursues the cure to completion. The Non-Defaulting Party may not maintain any action or effect any remedies for default against the Defaulting Party unless and until [he Defaulting Party has failed to cure the same within the time periods provided in this Section. 30. IRtserved.l 31. Aanlicable Law. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Arizona. The parties agree that Pima County, Arizona shall be the venue for any litigation regarding this Agreement. 32. AssisrnmenL Sublease, Licensing and Encumbrance. Lessee may not assign, or otherwise transfer all or any part of its interest in this Agreement or in the Leased Premises without the prior written consent of Lessor; provided, however, that (i} Lessee may assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity acquiring fifty-one percent (51 %) or more of its stock or assets, subject to any financing entity's interest, if any, in this Agreement, and (ii) Lessee has the right, at its sole discretion, to sublease or license use of the Leased Premises, Easements and Improvements to communications companies for the purpose of placing and maintaining communications facilities on or in the Improvements. Upon assignment, Lessee shall be relieved of all future performance, liabilities, and obligations under this Agreement, provided that the assignee assumes all of Lessee's obligations under this Agreement. Lessee shall promptly provide Lessor notice of sublease or license, including the lessee's or licensee's contact information, so that Lessor may at all times be apprised of those who are authorized to enter the Leased Premises. Lessor may assign this Agreement, which assignment may be evidenced by written notice to Lessee tivithin a reasonable period of time thereafter, provided that the assignee assumes all of Lessor's obligations under this Agreement. This Agreement shall run with the Lessor's Property and shall be binding upon and inure to the benefit of the parties, their • respective successors, personal representatives, heirs and assigns. Notwithstahding anything to the contrary contained in this Agreement, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without notice or consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Lessee (i} has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations l0/21R008 6:36 PM Town of Marana/Crown Communications [.ease Agreement -4- evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. Upon request to Lessor. from any leasehold mortgagee, Lessor agrees to give the holder of such leasehold mortgage written notice of any default by Lessee and an opportunity to cure any such default within fifteen (I S) days after such notice with respect to monetary defaults and within a commercially reasonable period of time after such notice with respect to any non-monetary default. 33. Miscellaneous. Entire Agreement. Lessor and Lessee agree that this Agreement contains all of the agreements, promises and understandings between Lessor and Lessee. No oral agreements, promises or understandings shall be binding upon either Lessor or Lesser; in any dispute, controversy or proceeding at la+v. Any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the parties hereto. Captions. The captions preceding the Sections of this Agreement are intended only for convenience of reference and in no +vay define, limit or describe the scope of this Agreement or the intent of any provision hereof. Construction of Document. Lessor and Lessee acknowledge that this document shall not be construed in favor of or against the drafter by virtue of said party being the drafter and that this Agreement shall not be consvued as a binding offer until signed by Lessee. No ices. Alt notices hereunder shall be in +vriting and shall be given by (i} established national courier service which maintains delivery records, (ii) hand delivery, or (iii} certified or registered mail, postage prepaid, return receipt requested. Notices are et7ective upon receipt, or upon attempted delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for accomplishing delivery. The notices shall be sent to Lessor at Lessor's Notice Address and to Lessee at Lessee's Notice Address. Partial Invalidity. If any term of this Agreement is found Eo be void or invalid, then such invalidity shall not afT'ect the remaining terms of this Agreement, which shall continue in full force and effect. Cancellation for Conflict of Interest. This Agreement is subject to A.R.S. § 38 51 {, which provides for cancellation by Lessor in certain instances involving conflict of interest. IN WITNESS W HEREOF, Lessor and Lessee have executed this Agreement as of the 2161 day of October, 2008. ATTEST: wn Clerk i / APPROV A TOE RM' ~ // - ~ ~/ T T Attotn Witness C~rhvncNj W~~F~~ N S F1tTjE OF a E t~( tai S ~V f~ t~J) ~ Countyof ~ SFIIiJ(~1 0~ LESSOR: TOWN OF MARANA, an Arizona municipal corporate By: Ed Hones, Mayor Date: / l / 18 ~ o10b8 -~, LESSEE: CROWN COMMUN1CATtONigING, a De~are corporation, l,~. By: Print Name: Print Title {if any): Date: l oZ The_ fAregoing insi_rument was acknowledged before me o>~a9etehel~ ~, 20(a$ by ~a~ ~ d3. 1 ~,nc zos , the VY a-~~ v ~' of CROwN COMMUN1CATlOTr,~[ NC., a Delaware cor,Moration, on behalf of the corporation. My co m' sion expires: Notarial Seel St,eua Oeborrte, t f o Cgrartslwrp Born, WesAingtort t,,ounty liAy Comrtds9iort Expb88 Nov.13, 2010 ' Member, Pennsylvania AssooleUon of Notaries {0001 1180.DOC /21(6005) Town of MannalCrown Communications l.easc Agreement -5- Notary Public t0/2l/2008 6:36 PM ^ ~ ~~ ~ ~e~ ~gC- ~~~ 9 Y ~~ apa ~ j"+~ za ~ gj~j ~ _ tp ~ ~ ~ rgEglg EgE ~ s ~ ~ ~ ~~~ ~~~~ - ~~v ~~a~ $ ~~ ~ ~ ~ : s a ~~ ~ r p R s ~ p~ G ; ~Y~ ~ ~~ ~3~~~ ~8~ ~: a ^ ~ R a 6 ~ s '~ a € e ! ~~ ~ ° ~~ i~ ~ e f R a r ~ - ~~ ~~~ ~ ~~ ~g~9 ~e€ ~ x ~ ~ c +~ ~ a a '' ~t ~1r ~~ri p 1 ® ~ ~ E~~HiBiT A ~~ 1 ~+ a r a ff f e r~. .~ ~ ~ ~~ ~ f ~ ~~~ ~~~~ ~ R ~ ° ~ ~ ~ ga ~ ~e : ~ 'a a~~ gg ~ ~~~`"` RR n ~ < ~ ~ O~3sa~c ~~ ~ ; I Y I. 1~ ~ ~¢ a- ~~~R~ a' a ~agg~k~$~aa~a~a~ ~~~~ ~~ `6 ~~ ~~ly~~ ~ ~~8 ~ ~~~~ ~~ ~~ ~ ~ $~_~ ~ a-~ ~ ~ io > N ~ y 0 3 O o ~ Zi Z V Z ' ~ } ~ p _ 1ys pp66 ~ ~y{ s i N D ~~~._, ~~R ~~84 1~ ~4 ~ >;R ~a~q Y~~~i R~~~~a~ ~' s~. q G ~ ~~sy~N ~~ ~ ~ 8i~p~ =RR ~ ~R~~a~ ~~ •~ ~~ ~~sa t ~ ~ e ~~~ ~. o~ ~_ ~~g ~~ Y ~7 r .? d11 ~ ~~ 3 a . mur ~ ® E~7 tat ~ n ~~ 8 F-~ w Yp ~ ~ e _. ^ ` ; " • " a ~ >'+r "! ~ 1rn ~I wv Y 'a II~ ~~= r ~ ~ 8~ ~' ~' 1 ~ ~4~ 8 a !~ ~ a Ic ~ ~ ~A~~X ; C~ H ``r'te I ~ 1 ± i Di Q ca ~r`~ ca c ~ ~ ~~ 1 .~ ~_ r ~i ~ o •~ ~ a I~ ~, ~~~ ~ ag= a` R~~ 1 ;$ ~~ •~ ~ ~ ~~ p4 c v ~~~ yyy 3~ ~+ ~~ ~~ ~' ~~'~; g ~ ~~~~~ ~Z ~O~ •V, 000 r a ~ ~ ~ ~~N q ~ ~ ~~ EXHIBIT A 5~~ q~• ~'* ~ i ~~~ ,~ _~: ---------------------i0~----------~-~?-laps-, . rom'u• r 1 taew... ` 1 w n ~ g~~C Y°~ z ~ ~: ~ ~ a , ~S ~~ _ 1 i ~~ IE~: a a""~itbie ~ =dc ' ~ ~ ,1 m 1 IT ~ ~~ m tl Y ~ ><., ~ g ~ t of t 1 ~` ~ ~ /~ ~ ~ '~ 4 F" L ~ i ~ ~ ~ ~ ~ ~ +t ys \ ` 1 \ li Ti Y ` .r ~.t ~ !il 1 rs ~ ~ ` r ~ , r m ~ ~ e ~ > ,t~fl ~ iV q 1. J .-r " - ~ ~ _ ~ y- i ; ~- t ' ~ ~ .nt IM -a r~_. t~ BK. 3:• P:. 94 ::4P ~ ~~ ~'~ ~ ~@ ~ ~~ ~ ~ 1 ~ (~ ~€ • 4 ~, 1 • E ~ , _ _~ s ~ 1 r ~ s ~ N ~ ' ~~ 4v• ~s_'s; fR -_-_ ~ `~ Ul ~ t "_ ~ 2 ~ ~~ 8K. 30. M.:6 ~t4? ~ ~1 n_o~ ~i 1 ~~ ~R° ; R 1 ~ ~~ ; ~~ ~ `a ~,' ~~ $yT zp^Y~~'~!i +t I .~~, ~ C a u ~L r-I~VI L~r ~ A O y ~~ ~ ~! F ~~ Y ='~ ;~ ~~ ~~ ~ dQ ~~ ~ ~e~ i~i ~ ~: ~~~ ~~ C- LL c~ ni 0 700-W 5 8 0 0- W. . mmti~ ~:-~r~t. ~~~ . mmtr• . i ~ ~~~ • '~.^ ~~ ~ ~ J ; _ M ~ o ~ or _. _ / ._ ,~r.,~ EXHIBIT A trot' ~h _ -- _ CA 'e' aura +.ia~.rtn °01 v.a ----1 u. 4 e~ ~ ~ Il, ~ y tr• •r _ ~~ l m' a = ~{~ p yi L atm a ;,'gym - U~ alm .r. ~ ~{$+ P iiG7 . . ~#~ /0C s . ~{~ O iim' ~~++ ~ 5p~) a . ~y ' ~' N • ~ maovr . 1iCD OI111i101tD AVB~1E m r_, w $ ' 1,. ~ ~ €N : ~, s ~aN Q ~: $ ~ti+ Q ~: ~ ~Iyu~ g ~a a ~ $ ~1nn~ _s s ~~Yft~ 4 ~,~I iY .O ~$ly ,~$ CL -C~n Cm Cv Cm C~ CO C- ''~ u~_~_^• COi ~tlev $ ~ ~N ~ I rtm u'• f,(~v~{ . mmt • . •sm 1t, r~ tut ~ wao a.m a. am a u u Is. s ,It m X77' ~1 ~, ,~•• + u~ ~u{ ~ uu~~ i 6 6Y1 f~7~ ~I 1•~'1~H~ ~ ~--- -~ J 1Z1 1~, ° $t$°~4~ ~$ «V . ~ `ties' - .s m~ .a.eo' Iam' uao' i a .•-a.m a.m aam nm :ti [~ -,1]e~ ~9r .. ~ ~ H ~v_ _ _.mae'~r. ~ CBHTP~E AVHi.IE ~.r~ ,r ~• ti • +r ~ E R E C E i tl 6 M•eOeO'I r' • ~{~ ~ V It] ~ ~ •mrti • tlim - t pl v Iam am• am L•s.m aam Iaer um asm' _ ~ ( y ~a ~ ~ • Ir•. eamtY • m tf tr my r • mmtY. tet r' i /y1 \ f~ r p K ^$ 1 ° ° ;r` ~ ~ ~ A , ~j ~ fdtl y • ~, t. ~ ~°1 ~y $ S~ ~ ° mil, \'C m _ _ v ~ t_14 y V ~ b ° e ~ ~ •' ~q~ ° ~ ` \ ~4 ~ Iiar B CL `~ E ~ ~ .t.. \` e.t.a '4'a'$' t~ ~~ '~\~ /T C ~ ~~ :. $. C •` F^ ~ J~^ ~ 8~ Iu _ _ _ •, ~ ~~~tlQ ~n ~ ... SEE SNEEr4 ~~.~~..~~~~______~~ v ~ !l LD 1 W a ~ ~~0 ~ Z ~ ~_ Z St ~" ~ ~~- ~ N ~ ~~ r~ ~~~D ~ z ~ ~ ~~~ - ~ ~ z u, O~ ~~ ~~ p ~i g ., ? 3 '~ I DI s~ EXHIBIT A ~ ~~ ~~~ aas ~~6 'e ~3~ ~~ pQp~ " ~ r. B lal _~. ~ ~q ~~'~~ ~ ~p ~~~~ z ~~ r~~ 'N a ~~~~ N _~ ~~ ~~ f E` ~ `. ` ~° N ° ~~i~ `. U~ o o ~ ~ ~ z z `--`SEE SHEET 9 ----~-- ------------.{/ ~ I 1 I I I 1 1 1 1 i - ~, 5soo-w. I ; '~ E 1 :y8 1 ~ ~ j~ I - ~ ~/ ~n i 1 ~ ~ ~ T I 1q, \ ~ F ~~~ 1 I ~ t ~~ v -. qty ~D \ ~7 . aoavm' c nm' i i ~c \ 1 1 ~j $ a ~ t ,~ I yy ~ a u. I ~` ~9 ~ m I ~`~ NIe ~ I~ ! ~ r 1 v 1 $ C , C~ ~ I ~ ~ 1 ' ~ ..oc f el~ ~~ e 1 Y ~1--I C u IA [~ ~I ~ IM I t v c ~ Y !t { .4 1 I " nar I ~ ~ I g` ~~ ' . = ~\r 1 B ~~ u l b, reo ~ ~ 1 ~" ~ p1 ~ ~ J \ 16 C~ ~Ig ~ Sl ~ ~ c r ~*~ r~ a s yy~~ " Ciri J~ i ~f, c M9~ r \~~ r' ~~ 1 1 r.m I ~ K l o~I 4 ~ ~ ~~ 1 ~' o f I~ _ ~;~ r r o s 5 5 0 0- W. ~ _ w. ol~n Mo e o U , ls ~ ~ ,. ~ . 1 y ~ 1 ~ I ~ ~ • O OlO~n' [ M I 111 OOOCOI' [ gym' t mO]A' • ~ ~ 1.~ ~ MATOi lNE SEE SHEET 5 ~~ O CD H a: r• Q f^ c ~~ e ~~ ~ s ~5 ~~ ~~ ~ ea d~ ~~ ~~ f~~ ~9E 9200-N. :?~~:: - L'1 ~~ ~ 1.1 tD ~~ ~) tP ~~ .- 5c id i-' -v sa= ~g .~ C 9300-N. 1 !~# ~~ ~~ p4 9 1~ ~~~~~ ~ ~D ~ ~ ~- ~ ~~ ~~~~ z .N ~ ~ ~ ~~~~ N q § ` ~~~~ t ~~~ -~ 0 0 EXHIBIT A ...._::c~~. ~uE~ eKm . N~H Ci~ds ~~~~ ~~ . ~F 1 ~~ B ' Lf' JN LtiY ~1m q]0 f1Yt S M1/ff [ K t ' [ 11_t~ i f KY t ttari' j/f ~~( ~~ Ig ~ 1 S m g . /F t f wfva• t flax' _ 1 •. ~ / fr ' ~ ~ i `'' F 1 Yn i ~ _ ~ ~pg~n .-~ ; rt -~ ,/~, ~r ~i =~~ ~ ~. f IP11Yf'[ S1ID ~ pf1f.~ O•ri' C .h_ y~f~ 9 Eppr` '_ isf~ ~ C4~ ~~. B ~ I fl ~ ~ IY F '~ ~~ ~~ ~?~ ' Y ~~~ '~ ~~ 1 F ~~ I t,~ i I~ a ~. „ ~ / ~~ ~Y0r6 R 11Mtf41q I .--------------------... ~~i MATGItliE SEE SHEET 8 ~ U1 a .~. cn o ~,0, ' '~ ~O + -_ ! ~ . ~ [ ~ r'Y' •`~`4 > ~ ~ ~® ~ ~ ~ ~'I Vii ~ ,~ ~~ \ b It;- d ~~' ~~ p T ~ N ~. /~~.;d`~~ cb rod \_ R °'~~ ~ • Is anb• c nor ~~~ 5F "a ~. d ~r~ ~ ~ \ c ~ v ~~ G 1 ~~~ ai+ °~', ' n !_ f ~ I r~ly~~, as ~= ~ r I ~ b' ® .rue• e,~ a Y1I _ s trmv c , Q (1 ~/ ua ~" b li ~ I ~ s 8~ T r ~ '~y ~ ~~~A_ ~~- r,i • ,a NY `~,Irm_' ~I EI "V C~ \ 'j~~~ O ~~ N f FQ , yy~~ .mev. ,m,r g~py1 \ j S_ ~8 S SN a I• a ~~ ~ >t<i 1C $tis - I `:~ Q a~ eft ,um• I I $I -iltm' ~' i~ ~~/ sD pN~ • ,{ ~1 i f :rb~ In ( ~ I,aoo' • r ~ W ~ I• ~ bl ~~ ~ I~ :. ~~' J 4 ~ ~ b ~o • t t HI~ C fl s\ ~ D ~q Ib a r£ ~ ntnr I ~ ntm' ..~ ,t,m ie 'I~ .~ `k :~ Ch' ~M it ~ ~_~ _~= ~ I el N fl ~~ I ~I^ Li W i I fit,` ~J ~ ` '.c~g~~66T - RI - City ^H ~,»m I ~~ ~, _ \` ~ Cv r ~~ ~\~ . u ~ ` w 2 i~ ~ I I ~ :1~0 ~ I s u~ss'n• r 'n' • w. T y \ •t~ L• ~ 'O F ~ ll I elr ~ ~ n m AI~ - ^ ~ IN e ~` \\ a C~ , .; ~ , ~ , : c~v ~ • - ~"~ ~ ~~ ~ ~ F'~'u~~ e$ I 1~ ~ , I p' _! ' ~ i I ~~~L" ~r^1,,, I Y '• ,t-OO' L M~ `LLB! Ip tpI r ~~O\ ' ~ .~~~ yr,s ~ ~ 11 p~0 ~~ (~y Im i Lo g t. ~ ~' t ~ " CN o I _ "tic" '1 N ,~ ~ . aasv-. Ima. g,1 m ~ 1 `. 1~ I L* b ~ I frn r nt. i~ p~ ~ ,I m ~i ~ C~ r~ V rc, ~ _ ~~ I ,v ~ §p a N! 1 ~~~ ' L~ J °i ~p -(~ u Q A O ~ ~~" 2 • _ ~ ~~ a ~ 18 bl 5 ~ wwj I Cu ~° ~., ~~'~RR ~ ~ .t:rsr.,a _ "e `+ ~~ 17' lL I tt5 "9G .rrS'f}1 an`J!" Y!0' f 71163]' Il ,OD 9~ ~ ~ ~ s a y ,.1 Q : t O ~~ ~ ~ N N. N Y M !4 YV I} k y i +ml. Y y Q~~ ~Z Is ~~ n y!4 ~A! ' ~N p ~N B ~ ( 81 \9' C~ j r r~J ~ ~~ g @q ~ .. C k C~Ip ~ CQ H Chi 9 C° .• C eV r x ~ .,u = - ~: ~r~ ~R'N ~ --Vii ~ Q ~ful up ~ u $ ~ I* ~~ i ` sl ~ +" $~ I' r ~~~~D (/~ N60 N.n~ .im :» w.w ~ ; • ~ K •' ~ _ ~ ~ ~ 1 - . ~ rn+56~ rr N . ~ ~~ '" ~~s arbvE . • .• EXHIBIT A t a W » ~ -, o ti~ \\ p ~ -r • ~ y~r ' 1 `~ ~ z N ~ N U ' s t `~~ i yc4 5 5~O O ~r~/~f ~ "+ ~ -'~ rN ~ *'' ~t ~ `~ ~°~ r S O O - R p V _t~e, ~t ~ ~ ~ ~ / ~,a as ~ ~+ N F 5~~-------~=- a »,~q:. ,,.a< ' ~q~~ Z s® ) 6 r '' AV 1 .Sr ~ ~~y 1 "J~ ~~~t r~ ~~ M ~Yil 1 ~~~ C, ; ~~s1 ' 't ~ ~~ ~ r / ~,.~ ~t . 1 ~ ,. ~ , ~ r,,..l J • 6aA'n" r ,,.1a ~, F1 . F•~ r 1 ~j CIII ' :rs y I ~I ^~ 4 . I 1 F s.rwn• r ,m.r f1 t l 1 I 'F ~3 C4~~ ~ . w,a'lr . ,marl I { e 4 I 1 ) ,IS „aw' I ~ a • 1 ,~ ~ ES ~~ + ~ Al ~4 d~ r~ n $ LYI 1w 1 ill 1 /- tt~~cdl ~ ,a~ ~ 1 ! K Imar ~ Irt I1~W ~ IIyCD' IYr" 1 /t c _ I ~ I I ~~{ a I. 1 ~ .m,t~r. .ulr .a, +nm ~ I fIS.Y ~m,rir. ns..r l n ,~~ 1 ~ ~ .~', \ 1 I I . ~\ NN d~ i I G ,y~ C ~. ~U I • i'~ i ~ y ~ ry \" -\ ~ \ " it RS tlm_ 8 ~ ~ Y 1 t foal • \ A 01 ` al ~ xC 1 ° s., u • I :C y r~~ ~\~ ~~ a _.mlrar.- o- m.x_~ al C ~ ~\\ 1 I~ k , t1 C ~ ~ ~aa Y RATS PLACE n~aq ;, t I . oru•ar r ,:la \ -~ (: i ! as to s ~ . ~1p~ 1 \ YI4 4 ~ ~ ~ - . it ,.~, QI ~ a 1 ~ ry ~ N~ -1 \\ : ~ 4..F J ~ ~ a r V 1 1~ y* a",j ~ l~* >, ~ s¢. a .~ ® 1 = i se. ` \~' era t ~~ ~ 1 us, t. t . r era ~ r1 >n 1 b ti. .F° '' _z rv, ~d~~ ~'\ ~7 Y ~~~. t• L~ d' \ ~fafF ~" 7 't'ub ~.b •Y~ ~\\ \ y t 8 ~N` EXHIBIT A- ~`~.. ~" / ~i / a 0 31a ~Y~ ei ~ a~ /\rYo. ~-• ~~ ~~~ a~ ~~b - - r~ AI/tTCH lNE SEE SPIFFY 5 + ------------------Z---------~ 1 f ~ ~1 ! u~. ,.~~. • ~ ~ ' of s ~~ - o a ~, (~,,' i~ . ~ o ~ ~ 1 ' n ~-¢ s 'I I~ I I^ 6 ' ~ ` ~ ~ ~ r`a~ I tt / J I q ' ~ ip ' ~ * -. w ~ ~ ~ g k •: Q • 1 + 1 i `~ d /_ i I ~ i'it dry ~` ~~ s• ty~ / / / r ~L. > i i "~ ~`,~ ~ , :R ~, ~ , -I I s rNw• ~ ra as t~~, ~ « •• a,'' c/ '~ 1 / e ~ i I s . ~lr~ a j /~ '~ ~ I I a ea ~ a s ."~ ~ 1 "~0 +m 8 ~ -~ ~ : ~ ~;, r ~' lg' i ( I ~ . w.ad a r+'' Ta+'s j~.~ ~ ~ Y , i +Z Is w'+~f`'["ram ~ rr~ ».r ' ~ i ~ 6~ ~ *\ ~~~ Q , ~ F ~ \ ~ + I I ~ ~ (~`y # ~. ' I I ~~ ~ ~ ~I N "s€ M8 ~ ~ =` T "d i ~ "' "' N 5 $ b ' I i I Iy ~~ ~ t° S \ m 1~ ., C ~ ~ I ~ _ ,a • C + \ `its I I C a l 9 ~' e ~I I ~ ~ I ~~ C~~ x ~a >~ vl C'" I tr % ~ . ~~i I I I i ~ ~ I I i I- I* ~~ s ~ ~ ' o yr~i, i ~ 4 ~ I ~~ + I I rr I Iz ~ +a ~ - Y C Y n i i ~a ~ i I~C Y .:r`,, C i l I t e + D' I I i ~ ~ ,..mss ma R~ 1 1Mw + ns I I sr» r Isar ~~ / ai ~ a !S ~g r~ I 'I ~ II' s a ~~K' ~ /~~ ~ ~a SDI a / ~~~ -~.~ ~ - ... - o !9 ~8~ ~ D I I 'r ;~'~ ~ : a ~v pssy Z i' I I K ' s•~' rx• -Taro/ "a ~~ ~e ~+ ~:•0 ~ , ilanrx'iT-- sorn~ari''u -! Sri o ~'uY C~ - ,~slA Y ~ I I ~~ s..r~e• t a .~I~ 1q7p ag~~3w~ I{ sl I -10-^- -e _ .y dra ~~ _ a :~ ~y ~~ ~D •1 a ~ = d~ 6 ~ ~ N R ~4 ~ -IG ~ ~~ ~ d I I ~ e +a ~ ~ ~d~ VII I ( a ,.~,°• ,1 EXHIBIT A ~: O 5~ a ~r A ~~J? $ ]` c S~ y P F~F~ ~ i~ ~~a ~9~ ~ °~ ~~-~ ~~~~~~ Z b ~q ~r ~ ~~- < ~~~ ~~ ~ ~ ~ ~~~~n k ~ ~~~~ ~- ~ ~: EXHIBIT A .~_~ ~_ Y ~ `1 i II ~ ~ ~~ t I I I I I~ I ~ ( $~ 1 ! I~ nC c I ,{_ / 'tl I ;/~ ~ ~~ f ~ I I I ~ ea I ~~E I .~ I g~ I ~'~ , I I 1 w 1 1 ~ I ~° ~ 1~ ~L 14 . ~ ~ 1 ~ ~g~ 1 ~~ k 1 1 :'Va I~ 1 I I~ 1 1 1~ I I :~, 1 1 1 I I I :~ 1 ~/ I ~~ I ~ 1 ~, I .~ ' I ~~ I ~; , ~.~ ~ 4 a E~CHIBIT A ~. a 0 0 0 ~ ~ ~~ ~ i i ~' ~ 3K1_FDtY1v~` ~ _ ~ Z 'y~ ~,i~ ~~ ~~~rR ~~ ~ S' ~ ~ ~~ ~$~ ~= ~ ~~ ~ =~s~Q ~ e r ~ m ~~ G ~~~ t jji !f t 8 Q T W ^r t~ ~ j> [j t - ~& ° a~6 Of c_ ~~~ ~ aY t, ni r ~~ I o m t [7 !. ~ IrL ~ ~~ ~ ~ i ~ C ^ ~_~ i ~ 6 ~ ~ - ~ A A I ~ i i j 3 LJ.--------- # -------- 1 _ _ _ _L_ ~' 5400-W. _------ ---- - r M.~ (~ .avmm•c w~.v M ~~ 1~1_ 1 ~ e ' 8K. 3%. P :. 94 7.t.'tP #~ ~4 ~~ ~~ ~ ~~ ~q~ Z ~~ ~~~~~ < ~~ ~~~ ~^N R~ ~ ~~~~N d ~ '~ ^~ F~+-~ O~ ~~: ~- ~ ~i '~ ~ y ~~ 6 ~? ~~~ ~~~ 4 .9[ EXHIBIT A AAATpi lNE SEE SHEET B J _ MATOi LNE SEE SFILET 12 ~~_~~~-\\\~ ~a+- 'ate ~..~~~~~~..~~..~~~~..~~. .r_~~~~~~. `~ ~ ~ ~~. ~ ~\ \ i~ i ~ _~ \\ j~j \ ~ ~ LL ~ \ \. ~ ~Y ~`' ~ R \ ~C \~ -Y' s ~`, 5600-W. ~-,~ •~' ~~~ ~ ~~ ~ =~ ~ ~ ` `~'~ ~ ~ ~ 1 ~~ ~~ ~~~ ~~ Q, l ~ rE `~ ~EC $/ ~~~` i~ ~ry t1f ~Q~,~` ~ +i D ~ ~ ~ _~ ~ cn ~ ~~ `~ ~ ,~ ~ ~ {~ :~ ~ ,h ~ W, ~~ ~~ w ~ ~ ~ ~~~~~~ z 5500-W. +~ic~~,-____ , s ~~ • ~ R~ a ~ ~~~ d ~~ ~ - ~ ~-~- ~i rn O~ 0~ I ZI `CC~ I< i ~- r;. ~~ ~' ni ~ ~; q ~ Y~'~ c~ ~s' 'm ^ ~} ~ ~ ~~!~ , 3 ~ ~~ ~ ', ~~ r f ~~ ~~ i ICI I~ ii ~ I~ $~ I !_L ~Z ~® ~c~..,.~~ ~V ~. 0 ~z ~~; ~~ F ~~ e -? a ~~ :~ :_ tj{® •~ ~~ F~~ ~~r E .s~ EXHIBIT A #j~ ~~ ~~ 4 1~~ ~ ~a ~g~ ~~ ~~~4~Z ~~ ~~g ~ rg~~~.~ ~~ ~~ ~~ k § ~ ~ ~~~ ~ ~ ~~~ '~ - :~;r:,~~M 5800-W ~ . ~~ ~_F ~,,. ~ h I ~ ~$> ~ ~~ ~ ~R+ n~ ` CC l~ 2 [~ ~8 5 ' 4,~~ i1Fi ~~t 1 "~ ~~~ ~ a 1 1 ..~ o ~' ` gig; \ ~ ~ w, , ~ ~ t- 1 ~ 1 ~ ~ro 5700-W. ~ ,~ ~ ~ ~. ~ ~~ ~ .~~ `~~ ~ ~~} ~ m ~ C~~ 1 ~ ~! ' f --- ~ -.. ....- -~----~-- -^- ---- ---------E wro+ ~.wE sc-E ~r n to N.~ ~1 ~ ~e a~~ g~~ i ~ ~l ~~ O ~ z1 .:~_ ~~ ~_ A~ Ifl ~C7 ~~ 14 g ~> `v° ~~~ r~Q R itQ~it ~^ : ~ ~ y 77m'' ~L<L -l7 ~ g i ~~ ~ ~~~~~ ~$dF8i8i E3E$$5 $ ~$r$$$_ $ $_ --------.:s eia:aee ~ ~~ 4 .a?:"~ "-s. d~''~di:~~cYe,...~~v:g~sc;~ ii ira sir -_ 5 8 0 0- w. F ORO'ti' M tStlO (Y ~~ qlI `` ~ 4~ yaw `" ~~~ ~!~„i e A- t~ ~~ ,... ~ O ~ ~; ~ a~ Q `~ ~~~ ~ ;~~ ~ -.; ~ ~~ ~~ :~~ ~ R ~ ` ~ a ~ ~„ ? ~,~, is ~ '~ ~~i ~ ~, _~~ ~~s ` ~gg ~~~, . ~, ~~ ~';~. ~x~ ~, ~ <~ ~ ~` ~~ ~~~ s~oo-w. ~ ~~ ~, ~ ~ \ {~~ ~ ~ ~ ~ ~~ ~~ ' ~~ ~ \ Q ~ I------ ` 1 !~ ®©OOOQOOO00 ------~ 1 ~~~~~~~~ ~ ~ i~ tl tl ~ i ~ 1 ~~~ ~ 8~~~~ ~ ~~~;~~ ~~ ~~ 1 ~~ ~a !~~ ~ ~ ~ a a . ~ ~ s ,~ I ~i q ~ ~'~~ :; 3~ ~ I s ~r ~~~~~~ ~ w ~ 9 ~ ^' ~ 1 N a _ ~ gyp ~ ~~ N P ~ ~~~ `\ E~CHIBIT A. ~~ ~, ~coi \ uu 1 1 I 1 1 ;p 1 I ~ I ~ ' I I I Z I 1 1 1 1: I~ x li 1' ~~~ ;' ~~~ I := 1 ~~~ II ~`~~1i ~`~$~i I 1 1 ~~1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 i ...... J . ~~ EXHIBIT A /~ }.+~ o' i 5~ c i3 v ~f g d 5i ~~ C ! aS :~ y t{i~ C •~ s ~~ ~~R 6= ~f ~~~ H 9 Y 3 H a . " Y Y B s 8 ? E E £ B Y II Y B B _ $ Fi ? "s a" c £ c i $ ~ Y E e & 8 9 9 . Y _ 8 - = a "- c : L a :" : o ~ B ¢ r e s ~ x - i 4 4 i g ' S R G 4 i i . J 77 f. 4 P~ 7i $ 5 y 77 i 4 ' i ' R ~ - S i i i o f ++ 7f c - - - t i Y : $ 8 - _ _ _ _ _ - - - ,y ~ ~ 9 6 . 8 8 - p $ 8 B B gg gg t~ ~S pp k ee 6 8 6 b $ § gg 8 8 ~ k gg ~~CC g B { t aa i 8 yy a H e ee 8 ~ 8 8 8 8 8 8 8 8 8 B 8 88 $ 8 9 S B B 6 $ $ k $ $ B B 6 8 8 H Y 6 ` ~ $, K o ~ L 4 K , Y ~ Y 7 Y $ t Y : Y ~ Y " : T i Y Y " $ : . t $ ~ i t .Y l G C Y Y Y Y Y : Y Y ' ~ b Y ' Y M ~ Y " yy b Y `i y tl - r : ~c b " b 7; 6 $ " $ t ` Y = Y i p $ Y $ : $ t i y e j t y L Y ! $ ~ Y ~ Y C .: $ K L j : ! : , Y :E D 6 L 3 L = l . . Y t 8 i 2 BY II s . y :s !l " . = x ~ - t G Y ' j i~ i : Y : : ~ $ r 6 ~ ' " 8 8 t : . % : Y : : ~- w t Y 9 ~ Y f lt i n ! Y t 71 _ i 9 2< i p 8 :s $C , .. 8 : p 8 Si $ 8 y 9 C $ Y $ t 3 Y $ ~ Y b : : a . Y 4 Y ! E 4 $ Y fp~tc 6 - i $ Y JI - - i Y Y ~ Y E $ Y S a Y t : m C B Y B « Y a : Y " E . 9 6 $ L ^ S ~ ~ " ^ = - _ . - _ _ ~'^- Y $ ~ ~ a .~ ~ Q ~. ~ g t ! _ t i K e _ a i . i L i L L ~ i Y Y ~ Y Y Y C ~ Y Y t . Y $ • ^ " 6 LII i ' a B Y Q C ~ L~ Y Y ; 66 F , 8 $ KI %i ~ G : 17{{ Y L ' • y G ' "[ i ' v t ~ i i i ' 4 : Y ~ . ~ % i 9 i : i : ~ 74t ° E' i - ~ y yy Y " ~ ' . : 8 - 6 $ 8 L L 74 ' 0 ! 4 R 5 I i ~ ~ .. ~ ; . - _ . . . . - . - ~ ~ KK B R Y ~ yy ~7q ~ ~ - K ~ Y y y B ~ ~ ~ $ ~ $ - t ~ t . ~ ~ ~ $ $ Y ~ ~1 ~ ~ $ Y K ~ a 0 . . YJ IJ J » S .7 ~ ~ ~ 4 E~ Q 0 G t ,!1 ~~77 6 S E 6 86 8 8 8 9 $ Y $ 8 8 E S B B Y 8 $ B Y Y$ K $ 6 1S' i 8 a 8 8 8 8 $ 8 a $ $ $ 8 $ 8 8 8 k 7S $ r $ $ k i K K $ $ 7[ $ Y $ i 8 8 8 tb ~ s . - a Y Y Y '• C t i 8~ ~ ~ Y t S C~ ~ ! L tp R ! t L .'. Y S3 k 8 ~ Y $ i s t E - t Y E ! ` - Y Y .. $ l 7C Y a Y . C K S • Y ~t $ 7~ 4 B c : . Y . Y . : S $ e: >: $ 6 2 ~ d 8 yy 6 b b • Y i . d ' i = ~ $ Y i 9 E .. . Y $ $ Y Y . $ t » » $ L C $ i x c $ $ 2 : i tt E a t t : _ : B : C E~ : X t : : d B - " _ "~I -i n Y : t . = Y 7: tl $ K 8 8 t r • Y 6 - - - " E $ p ~ : S : C F H : t !' _ yy Y . " ~[(. J Y°'" i ~ K 'S : 7 S t K L : Y C a t r ! N i b E ~ C i `` h ' C B - L C $ Y Y " $ gg l L " t i B ~ Y ~ a C . .. : " _ " ~ ` Y Y L a Y a : ' - _ Y C Y ,7 Y .. Y 'i E l . i E ~ Y q ~ .^~ ~ ~ Q ¢ 4 0 _ R 9 e ® ~ ~ ~ ~ ' t ~ l II T L S -! t [ t ~ t $ ! y " y Y 1 . ~ .2 " f t i L j'j t - a - - x F : S - ; C - ~ - ' - =' c g 1 . i Y - ft - a Y iE a q u1u1 a ~ x " - ~; - 4 5 i = f - ~ 4 t Y 1f i [ G $ i - r a Y1 s _ C : 8 t . v . v . • ~ y ' Y ~ Y G - L Y Y 4 ' ` 7i - _ i Y Y - - k i : Y L ~ • - - ' 3 ' Y . . Y .' I~ 'je e a e s b a 3 ` ~ ~ t $ a t $ . ;Y ~ yy pp ;y a " Y " ~ Y Y 7~tS s g t $ a ~ ,. Y g g $ g a $ Y 8 G a 8 t $ s e $ e 9 9 s $ k $ $ $ 8 $ $ $ 8 8 $ $ B e B S B Y 8 8 8 8 8 $ $ 8 6 8 $ B 8 $ 8 8 8 9 6 a 8 9 F E Y r L C i i y Q ~ ~ ~ t Y : : 4 X - d -2 $ i ' : . 3 8 8 t' " Y t . Y Y Y ' ~ B ~ - • Y Y Y d Y Y Y 8 = ~ r ! 6 k l ' ' t _ : d : - b Y - 6 t 77 J d i d Y ! Y t $ E i i : i S E : $ ! Y t 6 -$ $ E 7S $ $ l 6 . Y i i = y y 3 tl a ! " Y Y d : a~ C E S C Y a d : Y s °f : C ' B . b ` $ g ~ Y " 8 _ n " $ ' '_ L $ Y e . s ~C : i ! t s ! t = » . ~ Y Y 7i 8 : t s . 2 B B~ b B yx B ,• r Y C g _ ~~ " i{ii B $ $ t $ : " a ti b Y e - $ a . i 7 B L S 3 Y . tl - 7i S = Y = - ~7 1" 7 :i : - Y E 5i tL =_S Efc §(7 & E 5 ii i- L! • .E .E L.~ L. _~ ~1 .~ : ~ - - -- =G G.. G :G G: E 4" 4 4 Y .. d a,S ~0i , ~O ~ . '= f _" Ca '" =R •_" 4~ ;6 C' ~ - ~ t ~_ Y : s! i~ Y i_. C7i 5C -- `~ ~ 8 ~4 7 ;a 7_ 7i Y k " i- E - ~" .Y t ", i: . =E - ,; n• "G L- 4~ y 4i~ i . 3 R r _- ---EK ! ss ^ Fi Ea_ s7 iiv -" 6~iC" tl ~u C 5^ n:" 7s-. " s= . ~s~ » :'a iE -:= - i- " R 6c4 55 G 4 5 ` L ` ~ `77 - ~ '• `7 :: ~ , ~; : Ri R4 i v i - i 4~ =4- i 5 ;. " _ _ : :: :~: : :~i ' : _ .. y i - Y i A Y ii Y - - - •. . Y S a ! $b a - - - C." j tf ~ G!- t Y $ - Y a --8 tt_ R! - ii '. ,. 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I m; t I ~ m.. ~ o~/M/oa acnr L°wu[Nrs m ~ M~ Iyrl kC IRI ~, ~ ~ ~ ~ 09/G/CB U)r LWwCMS Jl ~' }fy T ~ wl iQ~ I~ ~Mp .I~. > S It/19/0~ Glv COww(NIS W ~115'~ SY, T y I I I b C~O ~~ ~ ~~~` d L ~~~~ jry ~ ~ ~ a ~ ~ ~ i ~ ~ ~~ f`"~ ~ n ~I ~ 2~ l~ I LJ ~ ~ ' ~ 'i' ~ w ~ ~I 01 [ ~l O 2 C ~ > 0 m 9 z : z D ~ z Z n A _ D 2 ~ W t) D '~ D III`1- 1. ) ~ Y I - -- :~- I I :e! - j I I p~ ~ ~ ~ ~` i N I ~ ' . y. C,.- y r` ~ I a~x8 ------~::~--------------~ ~ ' I x v' a ~e a g ~ ao o j i ., ~~ ~ ~~~ ~ ~~ ~~ 7~ ~ ~ ` ~~ ~ e i ~ ~ 5~ ~{ ~~ 14t A ~~ G8~ «~i~Rd ~ a~ ~ ~ ~ 4.] ~~I i e ~ ~~~ e~ ~R~ ~ ~~N~a - ~ j ~I rn )~a ~N~e~~ ' ~~pp I I ~p$ ~RCN~R ~ ~~j~ C ~ ~ 2 R4 Ra/~~IICY t~ I~R~fP~~ s~ 9 xR( pL~~~.~ spC e ~ j ~ Q3 3[n~ 2 -pll IIepye P~t_G eye ~II ~I ~3 ~Yi~a~ ~~ ~~-a~ q 4>~C .t ~ ( ~~ w y asp i 8I ~B ~$~ ~~ ~~:$ ~~ rJ -~ ~. ~ I ~f fF^;R~°~ dda° _ r `• 7 .o. Jc 3a~ EeE vg J4 .T• ~~ e~~ r vqa~ Z 1 ~ ~ '~ jj Q a~~ ~ ,1 m ~ I ~~ ~~dN$/.@ O ~C n I >G e aiQ Ri,~RAN ~: N e ! 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"c t ^ #N ipQ N =~~xNi a~ ~~ Y~~ g3` ~iS ~~~~ ~ ~4« AwNw~i ~ ~'~R: ~.'. b~NC~. ~ 31.`pa: ~ ~! ! ~ ~ Md2~d ,~ 95. 9 E4 ~ ~ a' u R P !df'.. ~ 7 7" a g~ ~~ Qy +~ d xyi. tl y -r3_ RN YN R C@ ~ X4 Q Y B~aYa y ~a C R= 8 s_- a R Q 9c~r~ ` N~,(~i3a i~ ~3Q~ ~A4i a A~ N'v^A.,RI ISB~eM n^M N NjNYN C ~8a0M pFN N M 79I1 ~pNC4R ~p A i~R~ a iC~ Z %. •d/~ 6a~~ ~~ ~3~ ~tY,7x N aRiie~ H ~ Ji~a~ 5M a4~1~ i ~ ~ >II tiY~ N ~~Y II~ ~~~ !~S~;c ~~ ^a ~5~~~ ,a 5~F.7" ~ ¢df% Y y idF..~ ~ ¢~E` ;' ~ L ~ a3~~ 0 RF ~~ ~'Y .a ~ ~~i~4 Y ~ Yf £~ ~ ~ ~ ~ ax9a~ ~ ~~• D~4 ~ a ~g ,-.C~ fT~ z ~ ~R§~ 3~e$ -~'+~ o ~4YlaN ~~ ~~ ~ V N> ~ W -Di ~ O0 4a 3 ~ ° r ~$~6 a a ~ ~~~ a~ ^ ~ _. x ~ 0 m a z a~ N^~~ ~ m ~. ~Q!~ L~ /~ PaN W W ~~ N N yn~~y {~ M/ i b r' ~~ i Na a 9n~~ Z~ iz~, ,~ , o~ m ~o> ns ~~ - ~]. . ~g 's ~:~ ~ i bi .., 1 1 1-i-` i 1 #~.~ IIt I i N> -o a~ a ?~ i ~ : `° ~; U• o~ ~.. ~ ~ r~ ~ i ~ .a ~ Z ~ OD g, O ~~v 3 y¢ d p? i~~~x g i d ~ zx ~ ~ r r : 1 $ ~ ~ ~ ~ 1 ~ ~ as ~ l~f~ Z a ~S g~ "r~~ ~ ~~~~z ~~a~~9~. d~ ~E ~~€ ~A~QS ~€~i;~~i R ~ A ~ a e~~ i ~ : ~ 'A~a~ ;f a a ~ m ~~~ ~ ~ ~ ~ ~ ~~~ ~: =~ ~ N ~ ~ ~y ~~ ~ i~ s ~ ~ r~i ~~~ ~ ~ ~ ~ to ~ ~ ~~~ N $ ~ i ~ 0]/m/oe; CLC*r tWKw+S "B C ~ l(`l~~l^%1'\J J O]/9D/t9 GLYMS GWrK~TS 4l1 ~ ~i r>o/o./w a. tLUVtw:s x ~ t ~ - J :i/+~/w crr covv[+ns w ~ ~ .r ~ - n r I~ifl 10! ~f~ Q6 iii{ ~ r e~L~ ~~ o , 9 ~~~~ ~ q~` p Jn ' ~ lLl• f ~ '•,\ ~J7ilr~ i ;+:~~ f::7~~ Y~.~ ` v~ ~' ~ ' ~~ ~ Via - ~ ` ~ ~ 7.. ~ ~ "Qi~~R ! ~t ~ '~~~i' ~iftll 4 ;.~~a y ~ Q' a ~ ~ R~ rQ1~ iq~~ ~oxs g~ a v ~~~~$aQ~ ~~~q~"€ s g #g ;~~~ si ~¢~~ ax 5 ^ ~ €~ ~ ~ ~k q 4EzC~~~ ea ~Tggait°i ~~ YS u ~p a1 , a j IF;, gg~~ '~ ~ _ x~ ~ ~ ~ Q~a`3v~C ~' A4$~~~ ~' ~~ ~x s b ~~ a~`4 ~° I ~ ~ ~ d t ~ ~ 3 ~i' rn ~~ oQ ~ Te ~ ~~ 1 ~!; -v ~- ~ 11 00 s> ~ z O . ~: _ ~ I 4 °~ rl N ~ nQ Q a RM~1/f ~m ~ ^' ~ F'~ ~ ~~' ~~ 5~~ , o./npa w[=:PO s+.eMnu ki //~~//'~~~~'~~\\ ~1j'u1 NI ~ ~ "f ~ ~ ~ ~ ~ ~~! ~~~ ~ w/oz/oe ttcrn ta.~cRtt .-._- .e ~~ ~ ~(~+1/J ~ ~~~V• a ~_ +~~+ ~ ~ m Em< s m/m/ee ut~+ co+.uc+.is ~. F, ~~ ~`~~~/Y/ 1 a' ~ I Yt ~ r !7. s_ +~/:ape ur cow[ zs w ~~ ~ ~ [f r 1 F! I~ N~ ~ ~ ; <zs ~ 9 a1s~~o ~~'i Ir' U Z U ._._ r m w m w N 8 z 0 ;.{ .~ .{ ;~ _- -•+ ~~ ~~ ~ ~ ~~ 1 ~a i ~t i - ~ ~;~ ~ ,~d;.,. , Yti C~ ~~ 4. -.v Z 0 x c v oa ~ 9 ~~ rn m ao m n o M.,,yr,s m ~ & ~[' m ~ ~ ~ L ~Qi'F ~ c.!»/ce nni-.r. sarn.~ w 1 ~ ~ ~ ~ WW ~~ ~f is ~ 5 gBB ~8 ~ c,/ct/ce1acn, ccu•c.ns ee Q m a t9 ~ ~ ~ °< s w/oa/oe l nx.T coNUCNis u~ t ~i + m l _ N ~ ~ ~ z R ~ ~ p•<°~~ . ooMa/oxTcm couN[NCS ~i 1 ~ " y'i ~ s P7. s ,~/sloe C']~ CCVYENtS w ~•~ ~ ~ ~ L+ r ~ 11{: iN (A~ ~_ ~ `$ ~~~ _ `~~ Iii ~i c ~:'~ f.+ .~ i EXHIBIT "C" rLabel as-built drawing of Leased Premises, including access road. as Exhibit "C" and insert here) {00011180.DOC / 2~ Town ofMarano/Crown Communications lease Agreement 10/2112008 6:36 PM Exhibit C M ~ EXHIBIT "D" When recorded, return to: CROWN CASTLE USA fNC. Attn: Real Estate Department 2000 Corporate Drive Canonsburg, PA 15317-8564 MEMORANDUM OF LEASE AFN: 221-Ob-4010 THIS MEMORANDUM of LEASE is entered into on this 21 ~` day of October, 2008, by and between the Town of Marana, an Arizona municipal corporation, whose address is 11555 W. Civic Center Drive Marana, AZ 85653 ("Lessor") and CROWN COMMUNICATION, INC., a Delaware corporation, with its principal place of business located at 2040 Corporate Drive, Canonsburg, Pennsylvania 15317-8564 ("Lessee"}. All of the following are provided for more fully in the Agreement: 1. Lessor and Lessee entered into an Option and Ground Lease Agreement ("Agreement"} dated as of October 21, 2008, for the purpose of Lessee undertaking certain investigations and tests and, upon finding the Leased Premises appropriate for the purpose of installing, operating and maintaining a communications facility and other improvements ("Improvements"). 2. The term of Lessee's tenancy under the Agreement is for five. years commencing on the commencement of construction of the Improvements or upon Lessee's exercise of the Option, either of which must occur within one year after the date of the Agreement (the "Commencement Date"), and terminating on the fifth anniversary of the Commencement Date with five successive five-year options to renew. 3. The Leased Premises, which is the land that is the subject of the Agreement, is a 25-foot by 40-foot portion of the Lessor's Property at 5541 West Linda Vista Boulevard in the Town of Marana, County of Pima, State of Arizona, as described in the sketch attached as Exhibit "A" to and incorporated in this Memorandum of Lease by this reference, including appurtenant utility and vehicular access. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the date first written above. Lessor: TowN of MARANA, an Arizona municipal corporation By: Ed Honea, Mayor Date: ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney (00011 i 80.1)OC / 2 } Lessee: CROWN COMMUNICATION, 1NC.; a Delaware corporation By: Date: [Printed Name, Title] STATE OF )SS County of ) The foregoing instrument was acknowledged before me on October _, 2008, by , the Of CROWN COMMUNICATION, INC., a Delaware corporation. on behalf of the corporation. My commission expires: Notary Public Town atMatana/Crowm Communications [,ease Agreement Exhibit D 10/21/2008 6;36 PM This document prepared by Michelle Salisbury. Upon Recordation, return to: Tower Development Corporation c/o Babst, Calland, Clements and Zomnir, P.C. Two Gateway Center, 6th Floor Pittsburgh, PA 15222 (412) 394-5400 ATTN: Christian A. Farmakis/Sheila Osborne Space above this line for Recorder's Use ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT APN: 221-06-4010 THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the "Assignment") is hereby made and entered into as of the ~0~-~ day of :~~'v~~t~~, 2009 by and between Crown Communication Inc. a Delaware corporation (Tax ID# 23-2917649) hamming a mailing address of 2000 Corporate Drive, Canonsburg, PA 15317 ("Assignor"), and Tower Development Corporation, a Maryland corporation (Tax ID# 26-4483016) having a mailing address c/o Crown Castle, 2000 Corporate Drive, Canonsburg, PA 15317 ("Assignee"). RECITALS WHEREAS, Assignor and Town of Marana, having a mailing address of 11555 W. Civic Center Drive, Marana, AZ 85653 ("Lessor") entered into that certain Option and Lease Agreement dated October 21, 2008 (the "Lease Agreement"); and WHEREAS, the property leased by Assignor pursuant to the Lease Agreement is a 25-foot by 40-foot portion of Lessor's property located at 5541 West Linda Vista Boulevard in the Town of Marana, as shown on the Tax Map Parce1221-06-4010, in the County of Pima, being further described in a Memorandum of Lease recorded in the Pima County Recorder's office at Docket Number 13543, Page 1140 (the "Leased Premises"); and TDC Site Name: W. Linda Vista Blvd., Marana Site Name: W. Linda Vista Blvd., Marana AT&T Site Number: B005 TDC Site Number: 11 Crown BU#: 807666 WHEREAS, Assignor is assigning the Lease Agreement to Assignee pursuant to this Assignment, and Assignee desires to assume the rights and obligations under the Lease; and NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration each to the other in hand paid and the premises and covenants hereinafter set forth, Assignor and Assignee agree as follows: 1. Incorporation of Recitals. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. 2. Assignment of Lease Agreement. Assignor hereby conveys, grants, assigns, transfers and delivers to Assignee the leasehold estate as set forth in the Lease Agreement, and all of Assignor's right, title and interest thereunder. In addition, Assignor hereby conveys, grants, assigns, transfers and delivers to Assignee: (a) all rights to easements and/or licenses which authorize ingress and egress to the property described in the Lease Agreement and/or placement of guy wires, anchors and utilities; and, (b) all other rights, privileges and appurtenances owed by Assignor, reversionary or otherwise, and in any way related to the Lease Agreement. 3. Representations and Warranties. Assignor represents or warrants that it has good and marketable title to the Leased Premises. EXCEPT FOR THE FOREGOING, ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE ARE HEREBY EXCLUDED AND DISCLAIMED. 4. Assumption of Lease Agreement. Assignee hereby accepts the assignment of the Lease Agreement as herein set forth, expressly assumes the payment and performance of all of Assignor's obligations under the Lease Agreement (other than obligations arising out of the acts or conduct of Assignor prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement) arising from and after the date of this Assignment to the same extent as if the Assignee were named as the lessee under the Lease Agreement. 5. Further Execution. Assignor, from time to time after the date hereof, at the Assignee's request, will execute, acknowledge and deliver to Assignee such other instruments of conveyance, assignment and transfer and will take such other actions and execute and deliver such other documents, including but not limited to a memorandum of this assignment, assignments of applicable Governmental Approvals (as defined in the Build to Suit Service Agreement dated October 30, 2006 among, inter alia, Assignor and Crown Castle USA, Inc.), certifications and further assurances as Assignee may reasonably require in order to vest more effectively in Assignee, or to put Assignee more fully in possession of the Leased Premises. 6. Indemnity by Assignee. Assignee agrees to defend, indemnify and hold harmless Assignor from and against any and all liability, claims, damages, expenses (including cost of litigation and reasonable attorneys' fees), judgments, proceedings and causes of action of any kind ("Claims") whatsoever arising out of, or in any TDC Site Name: W. Linda Vista Blvd., Marana TDC Site Number: 11 Site Name: W. Linda Vista Blvd., Marana AT&T Site Number: B005 Crown BU#: 807666 way connected with, Assignee's failure to perform and discharge any of the terms, covenants, conditions and agreements required to be performed by Assignee as the lessee under the Lease Agreement from, and after, the date of this Agreement, except for Claims arising out of Assignor's failure to perform and discharge any of the terms, covenants, conditions and agreements as the lessee under the Lease Agreement prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement. In no event shall Assignee be liable to Assignor for consequential, indirect, speculative or punitive damages. 7. Indemnity by Assignor. At its sole cost and expense, Assignor agrees to defend, indemnify and hold harmless Assignee from and against any and all Claims whatsoever arising out of, or in any way connected with, Assignor's performance or discharge, or failure of such performance or discharge, of any of the terms, covenants, conditions and agreements required to be performed by Assignor as the lessee under the Lease Agreement prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement. In no event shall Assignor be liable to Assignee for consequential, indirect, speculative or punitive damages. 8. Survival of Terms. The representations, warranties and indemnities set forth herein shall survive the execution and delivery of this Assignment and shall continue in full force and effect during the term of the Lease Agreement. 9. Binding Agreement. This Assignment constitutes the entire agreement between the parties hereto with respect to the transaction contemplated herein, and it supersedes all prior understandings or agreements between the parties relative to such assignment. 10. Power of Attorney. Crown Castle USA Inc. ("Crown USA") is authorized to review, negotiate and execute this Assignment on behalf of Assignee in accordance with the rights granted to it by Assignee pursuant to that certain Limited Power of Attorney dated as of June 8, 2009 by and between Assignee, Crown USA, PR TDC LLC, Crown Castle BP ATT LLC and Crown Castle Puerto Rico Corp., a copy of which is attached hereto as Exhibit A and made a part hereof. Assignor is entitled to accept and rely on the Limited Power of Attorney as proof that Crown USA is duly authorized to review, negotiate and execute this Assignment for and on behalf of Assignee. As of the effective date of this Assignment, the Limited Power of Attorney is in full effect and has not been revoked by Assignee. [Signature pages to follow] TDC Site Name: W. Linda Vista Blvd., Marana TDC Site Number: 11 Site Name: W. Linda Vista Blvd., Marana AT&T Site Number: B005 Crown BU#: 807666 IN WITNESS WHEREOF, the parties have executed this Assignment as of the date and year first written above. ASSIGNOR: CROWN COMMUNICATION INC.. By: Pril Titl COMMONWEALTH OF PENNSYLVANIA COUNTY OF WASHINGTON SS: I, Sheila Osborne, a Notary Public within and for the above state and county, duly commissioned and acting, do hereby certify that on this ~ 01~ay of ~~l , 2009, personally appeared before me David J. Tanczos of Crown Communication Inc., to me rsonally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President -National Site Development of Crown Communication Inc., and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by himself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the. day and year above written. Notary Public My Commission Expires: 11/13/10 CgMMgNWBAL~~i q~ ~BIVNSYI_°~ANIA Notarial Seal Sheila gsbome, Notary Public Canonsburg Boro, Washington County My Commission Expires Nov. 13, 2010 Member,. Pennsylvania Assoointibn of Notaries TDC Site Name: W. Linda Vista Blvd., Marano TDC Site Number: 11 Site Name: W. Linda Vista Blvd., Marano AT&T Site Number: B005 Crown BU#: 807666 ASSIGNEE: TOWER DEVELOPMENT CORPORATION By: CROWN CASTLE USA INC., its Agent and Attorney in Fact By: Print Name: David anczos Title: Vice Presiden Nation COMMONWEALTH OF PENNSYLVANIA COUNTY OF WASHINGTON SS: I, Sheila Osborne, a Notary Public within and for the State aforesaid, duly commissioned and acting, do hereby certify that on this ~I; day of ~~~ , 2009, personally appeared before me David J. Tanczos of Crown Castle USA Inc., agent and a rney-in-fact for Tower Development Corporation., to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President -National Site Development of Crown Castle USA Inc. and duly certified to enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by himself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. a No ary Public My Commission Expires: 11/13/10 C®MM(7NUIiEAL7'P-i CF° ?SNNS 'L~4Ai`lit~ Notarial Seai Sheila Usbome, Notary Public Canonsburg Bora, Washington County My Commission Expires Nov. 13, 2010 albember, Ps~nnsylvsnia Ai~noeiation of NotarieN TDC Site Name: W. Linda Vista Blvd., Marana TDC Site Number: 11 Site Name: W. Linda Vista Blvd., Marana AT&T Site Number: B005 Crown BU#: 807666 EXHIBIT A Limited Power of Attorney executed between Assignee, Crown USA, PR TDC LLC, Crown Castle BP ATT LLC and Crown Castle Puerto Rico Corp. dated June 8, 2009. [See Attached] TDC Site Name: W. Linda Vista Blvd., Marana TDC Site Number: 11 Site Name: W. Linda Vista Blvd., Marana AT&T Site Number: B005 Crown BU#: 807666 AFTER RECORDATION, PLEASE RETURN TO: Tower Development Corporation c/o ATTN: Christian A. Farmakis, Esquire Babst, Calland, Clements and Zomnir, P.C. Two Gateway Center, 8`h Floor Pittsburgh, PA 15222 (412) 394-5400 LIMITED POWER OF ATTORNEY This LIMITED POWER OF ATTORNEY is made and entered into by TOWER DEVELOPMENT CORPORATION, a Maryland special purpose corporation ("TDC") in favor of CROWN CASTLE USA INC., a Pennsylvania corporation ("Crown") and CROWN CASTLE BP ATT LLC, a Delaware limited liability company ("Crown Subtenant"); and by PR TDC LLC, a Delaware limited liability company ("PR TDC") in favor of CROWN CASTLE PUERTO RICO CORP., a Puerto Rico corporation ("PR Crown") and CROWN SUBTENANT. Crown, PR Crown and Crown Subtenant are also executing this Limited Power of Attorney solely with respect to Sections 1, 3, 4, 5 and 6. RECITALS A. Effective as of May 29, 2009, Crown Castle International Corp., Crown, PR Crown, TDC, PR TDC, Crown Subtenant and Berkshire Fund VII, L.P. entered into that certain Amended and Restated Tower Facility Development and Acquisition Agreement ("Tower Facility Agreement"); B. Effective as of March 30, 2009, TDC and Crown entered into that certain Tower Site Management Services Agreement (the "Original Tower Management Agreement"), and effective as of May 29, 2009, Crown, PR Crown, TDC and PR TDC entered into that certain Amendment to Tower Site Management Services Agreement (the "Amendment to Tower Site Management Services Agreement", and. together with the Original Tower Management Agreement, collectively, the "Tower Management Agreement"); C. Effective as of March 30, 2009, TDC and Crown Subtenant entered into that certain Master Sublease (the "Original Master Sublease"), and effective as of May 29, 2009, TDC, PR TDC and Crown Subtenant entered into that certain Amendment to Master Sublease (the "Amendment to Master Lease", and together with the Original Master Sublease, collectively, the "Master Sublease); 1 D. Pursuant to, and subject to the limitations set forth in, the Tower Facility Agreement and the Tower Management Agreement, TDC agreed to grant to Crown limited powers of attorney to review, negotiate and execute on behalf of TDC certain agreements and documents, and PR TDC agreed to grant to PR Crown .limited powers of attorney to review, negotiate and execute on behalf of PR TDC certain agreements and documents; E. By executing this Limited Power of Attorney, the parties desire to restate, confirm and reaffirm Crown's rights set forth in the Tower Facility Agreement and Tower Management Agreement to review, negotiate and execute on behalf of TDC certain agreements and documents; and PR Crown's rights set forth in -the Tower Facility Agreement and Tower Management Agreement to review, negotiate and execute on behalf of PR TDC certain agreements and documents; and F. By executing this Limited Power of Attorney, TDC and PR TDC desire to grant to Crown Subtenant an additional limited power of attorney to review, negotiate and execute certain agreements and documents that will be created pursuant to the terms of the Master Sublease. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration paid to each other and the promises and covenants hereinafter set forth, TDC, PR TDC, Crown, PR Crown and Crown Subtenant agree as follows: 1. Incorporation of Recitals; Definitions. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. Unless otherwise specified herein, any capitalized terms used herein and not otherwise defined herein shall have those meanings referenced and set forth in the Tower Facility Agreement. 2. Limited Power of Attorney. - (a) With respect to the Tower Facility Az reement and Tower Mana eg ment Agreement. TDC hereby makes, constitutes and appoints Crown as its true and lawful agent and attorney-in-fact, to act, with full power and authority, in the name, place and stead and for and on behalf of TDC with respect to the review, negotiation and execution of the following documents and agreements set forth below in this Section 2(a) (but in each instance, only if Crown obtains the prior written consent of TDC, if required- to do so pursuant to the .Tower Management Agreement or Tower Facility Agreement, before such execution). Furthermore, PR TDC hereby makes, constitutes and appoints PR Crown as its true and lawful agent and attorney-in-fact, to act, with full power and authority, in the name, place and stead and for and on behalf of PR TDC with respect to the review, negotiation and execution of the following documents and agreements set forth below in this Section 2(a) (but in each instance, only if PR Crown obtains the prior written consent of PR TDC, if required to do so pursuant to the Tower Management Agreement or Tower Facility Agreement, before such execution). 2 (i) Tenant Licenses and Tenant License Amendments (as such terms are defined in the Tower Management Agreement) pursuant to the Tower Management Agreement; provided that such Tenant Licenses and Tenant License Amendments do not contain any substantive terms and conditions that materially vary from Crown's typical Tenant License parameters utilized in its normal course of business consistent with past practices; (ii) All non-material agreements and documents (e.g., corrective amendments, memoranda of leases, estoppels, SNDAs, lease ratification documents, deeds of ratification, access and utility agreements) relating to Wireless Sites (as defined in the Tower Management Agreement) pursuant to Section 4(b) of the Original Tower Management Agreement and Section 2 of the Amendment to Tower Site Management Services Agreement; (iii) All Site Leases and amendments to, and assignments of, Site Leases pursuant to Sections 4(e) and (d) of the Tower Management Agreement and Section 6.3.3 of the Tower Facility Agreement; provided that such Site Leases, amendments to and assignments of, Site Leases do not contain any substantive terms and conditions that materially vary from Crown's typical Site Lease parameters utilized in its normal course of business consistent with past practices; (iv) All non-material agreements and documents (e.g., corrective amendments, memoranda of leases, estoppels, SNDAs, lease ratification documents, deeds of ratification, access and utility agreements) relating to the TDC Facilities pursuant to Section 6.3.3(c) of the Tower Facility Agreement; (v) Acquisition NDAs (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(a) of the Tower Facility Agreement; (vi) Letters of Intent (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(b) of the Tower Facility Agreement; and (vii) All Ancillary Acquisition Agreements (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(c) of the Tower Facility Agreement, such Ancillary Acquisition Agreements include the following documents: master bills of sale and assignment and assumption agreements, individual assignment documents required or requested for recordation purposes, new site leases or easements needed in those instances when the selling party owns the fee parcel but does not want to convey its entire parcel to TDC or PR TDC, non- disturbance agreements, estoppel agreements, letters to landlords announcing that the TDC Facility (as defined in the Tower Facility Agreement) has changed ownership, joint letters to be signed by the selling party and TDC or PR TDC, as the case may be, informing customers that the TDC Facility has changed ownership, settlement statements (so long as the amounts contained therein materially conform to pre-approved amounts as contemplated by Section 6.3.4(c) of the Tower Facility Agreement), escrow agreements and title company affidavits and related certificates. It is TDC's intention to vest in Crown and PR TDC's intention to vest in PR Crown full power and authority to do and perform any and every act and thing whatsoever which may be 3 necessary or advisable to carry out the intent and purpose of this Limited Power of Attorney, as fully as TDC and PR TDC might or could do if acting on their own behalf, and the enumeration of certain specific powers herein shall not be construed as limiting or restricting in any way the general powers hereby granted by TDC to Crown and PR TDC to PR Crown. (b) With Respect to the Master Sublease. Each of TDC and PR TDC hereby makes, constitutes and appoints Crown Subtenant as its lawful agent and attorney-in-fact, to act with full power and authority, in the name, place and stead and for and on behalf of TDC and PR TDC, as the case may be, with respect to the review, negotiation and execution of all SSAs and SSA Amendments (as such terms are defined in the Master Sublease) but in each instance, only if (i) Crown Subtenant obtains the prior written approval of TDC or PR TDC, as the case may be, if required to do so pursuant to Sections 5 and 6 of the Master Sublease, before such execution; and (ii) the economic terms of the SSA (or SSA Amendment) are no worse than (and all other terms of the SSA (or the SSA Amendment) materially conform with) the corresponding SLA (as that term is defined in the Master Sublease) that is issued by the Tenant (as that term is defined in the Master Sublease), and the approval with respect thereto including the key terms and conditions of the approval was provided by the Crown Capital Committee and the TDC Representatives pursuant to the Tower Facility Agreement; provided that notwithstanding Section 5 of the Master Sublease, the parties acknowledge and agree that TDC and PR TDC will not be provided with a copy of the SLA (but will be presented with the `Tenant's- proposed economic terms of the SLA) prior to the parties' approval of a corresponding SSA or SSA Amendment at a Crown Capital Committee meeting or discussion. Crown Subtenant shall not have the right to execute SSAs and SSA Amendments that fail to satisfy clauses (i) and (ii) above without first obtaining the written approval from TDC and PR TDC to do so. Upon receipt of such approval, TDC and PR TDC hereby makes, constitutes and appoints Crown Subtenant as its lawful agent and attorney-in-fact, to act with full power and authority, in the name, place and stead and for and on behalf of TDC and PR TDC, as the case may be, with respect to the review, negotiation and execution of such approved SSAs and SSA Amendments. Crown Subtenant shall promptly provide to TDC and PR TDC complete documentation with respect to each SSA (or SSA Amendment) executed by Crown Subtenant pursuant to this __ Limited Power of Attorney, which documentation shall include complete documentation with __ respect to the corresponding SLA. It is TDC's and PR TDC's intention to vest in Crown Subtenant full power and authority to do and perform any and every act and thing whatsoever which may be necessary or advisable to carry out the intent and purpose of this Limited Power of Attorney as fully as TDC or PR TDC might or could do if acting on their own behalf, and the enumeration of certain specific powers herein shall not be construed as limiting or restricting in any way the general powers hereby granted by TDC and PR TDC to Crown Subtenant. In the event any provision set forth in this Section 2(b) is inconsistent with the provisions set forth in Sections 5 or 6 of the Master Sublease, the terms of this Section 2(b) shall govern the interpretation of the inconsistency and be binding on the parties. 3. No Additional Rights. Except for the new rights granted to Crown Subtenant pursuant to Section 2(b), this Limited Power of Attorney is intended to restate, confirm and reaffirm the rights afforded to Crown and PR Crown as set forth in the Tower 4 Facility Agreement and the Tower Management Agreement. Except for the new rights granted to Crown Subtenant pursuant to Section 2(b), nothing in this Limited Power of Attorney shall modify, expand or limit any of the rights or obligations of the parties that are set forth in the Tower Facility Agreement or the Tower Management Agreement. Without limiting the foregoing, Crown and PR Crown acknowledge and agree that they are not entitled to execute Main Acquisition Agreements (as such term is defined in the Tower Facility Agreement) pursuant to Section 6.3.4(c) of the Tower Facility Agreement (but are entitled to review and negotiate such Main Acquisition Agreements) which include the following documents: material acquisition-related agreements and documents, including purchase agreements, resolutions and certificates authorizing TDC or PR TDC, as the case may be, to consummate an Acquisition (as such term is defined in the Tower Facility Agreement), employment agreements and non-solicit and non-compete agreements restricting TDC's or PR TDC's post-closing activities. 4. Reliance on this Limited Power of Attorney. This Limited Power of Attorney may be accepted and relied upon by any Person to whom it is presented until such time that it is revoked in writing by TDC and PR TDC and such revocation has been communicated to the Person otherwise entitled to rely hereon. The powers to execute documents and agreements granted herein by TDC to Crown and Crown Subtenant and by PR TDC to PR Crown and Crown Subtenant may be revoked by TDC and PR TDC, as the case may be, at any time in a writing delivered to Crown, PR Crown and Crown Subtenant, as the case may be. A revocation of the powers granted herein shall not affect any Person's acceptance or reliance of this Limited Power of Attorney prior to such revocation. Any Person accepting and relying upon this Limited Power of Attorney shall be expressly entitled to assume that Crown, PR Crown and Crown Subtenant, as the case may be, have received from TDC or PR TDC, as the case may be, all necessary prior approvals that are required to be obtained pursuant to the Tower Facility Agreement, the Tower Management Agreement or the Master Sublease, it being specifically acknowledged that such Person has no duty or obligation to investigate or inquire whether such prior approvals have been procured. Any disputes regarding whether the necessary prior approvals have been obtained by Crown, PR Crown..or Crown Subtenant, as the case may be, shall be solely between TDC and Crown or Crown Subtenant, or PR TDC and PR Crown or Crown Subtenant, as the case may be. 5. Execution and Counterparts. This Limited Power of Attorney may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, appear on each counterpart; it shall. be sufficient that the signature of, or on behalf of, each party, appear on one or more of such counterparts. 6. Further Assurances; Recordation. The parties hereby covenant and agree to execute and have executed all such further instruments and agreements and to take (or cause to be taken) all such further actions as may reasonably be necessary or appropriate in order to accomplish more fully and effectively the intent and purpose of this Limited Power of Attorney. TDC, PR TDC, Crown, PR Crown and Crown Subtenant acknowledge that this Limited Power of Attorney may need to be recorded in one or more jurisdictions, and each party shall cooperate with each other and take all commercially reasonable steps to ensure that it is properly recorded in all applicable jurisdictions. The parties acknowledge and agree that this Limited Power of 5 Attorney has been entered into as a result of a commercial transaction, and both parties hereto are commercial entities. Executed on June 8, 2009; but effective as of March 30, 2009. [Remainder of page intentionally blank] 6 IN WITNESS WHEREOF, the parties have executed this Limited Power of Attorney as of the date written on the immediately preceding page. ATTEST: TOWER DEVELOPMENT CORPORATION . ~'~'"I~ i.Y "1 c.-~ ~ ~ Name: Elizabeth L. Hoffman Print Name: Title: Secretary/Clerk ji -~ ,~ Print Name: 5 ~al~ ~~ NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS SS: COUNTY OF SUFFOLK I, ~ ~~, ~ a Notary Public within and for the Commonwealth of Massachusetts, duly mmissioned and acting, do hereby certify that on this 8`h day of June, 2009, personally appeared before me, Elizabeth L. Hoffman, of Tower Development Corporation, a Maryland special purpose corporation, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under, oath that she is the Secretary/Clerk of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, she has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by her, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Publ My Commission Expires i:~yh-'>~~~_~- o LYtVPdE ILL y ~i~ a r C~e~xr vP M ~y cammi~a, was Jutt®21, 2013 !Signature Page to Limited Power of Attorney -Tower Development Corporation] 7 IN WITNESS WHEREOF, the parties have executed this Limited Power of Attorney as of the date written on the immediately preceding page. ATTEST: PR TDC LLC ~ ~, Print Name: ,~ _~ l~ °~1 _ l '~ Name: Elizabeth L. Hoffman Title: Secretary/Clerk Prin Name: NOTARIAL AFFIDAVIT COMMONWEALTH OF MASSACHUSETTS SS: COUNTY OF SUFFOLK I, yl ~ a Notary Public within and for the Commonwealth of Massachusetts, duly ommissioned and acting, do hereby certify that on this 8`h day of June, 2009, personally appeared before me, Elizabeth L. Hoffman, of PR TDC LLC, a Delaware limited liability company, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that she is the Secretary/Clerk of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, she has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by her, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Pub My Commission Expires ~~ l~. LYNNE L ~os~wrroaeadh of ~r ~ Jung 21,2013 [Signature Page to Limited Power of Attorney - PR TDC LLC] 8 Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 ATTEST: ~" ~~ Print Nam Scil y p. oq ua ~~ CROWN CASTLE USA INC. ~~`°~~ .may ~p„s..~-~. . By. "_ ~_ ~~`1 Name: David Tanczos Title: Vice President, Naronal"Site Development n f is g Print Name: 'u' f e - `„,, °~~ ~ t ~ ~ ~.- ~: , ., .~.. a NOTARIAL AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF WASHINGTON I, ~~z. l ~ ~ ~~ ~,1~,-. r; it`_ a Notary Public within and for the Commonwealth of Pennsylvania,. duly commissioned and acting, do hereby certify that on this 8`h day of June, 2009, personally appeared before me, David Tanczos, of Crown Castle USA Inc., a Pennsylvania corporation, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President, National Site Development, of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by him, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. Q WITNESS~~my hand and seal as such Notary Public the day and year above written. No1~ary Public My Commission Expires: `l 1 ~ t COMMONWEkLTFi OE PENNSYLVANIk Notarial Seal Sheila Ostmme, Notary Public Canonsburg eora, Washington County nny Commigsian Expires Nov.13, 2010 Aflember, Penneylvanfa e-a~rtais<tlc~rti c+f Notaries [Signature Page to Limited Power of Attorney -Crown Castle USA Inc.] 9 Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 ATTEST: ltr Print Name Sall (~ i o td.p./ Cfi CROWN CASTLE PUERTO RICO CORP. ~~.,_ °°~-~ Name: David Tanczos ~' Title: Vice President, NafiotT'al Site Development Print Name g;1~ 1, s} 3 NOTARIAL AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF WASHINGTON .~;. I,~ ~ ~,> ;~ ° ;r~; y,zv a Notary Public within and for the Commonwealth of Pennsylvania, duly commissioned and acting, do hereby certify that on this 8th day of June, 2009, personally appeared before me, David Tanczos, of Crown Castle Puerto Rico Corp., a Puerto Rico corporation, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President, National Site Development, of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by him, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public My Commission Expires: ; + ~ l,3 ~ ;~„ COMMONWE,~~l"i-3 :~w PSNNSYt.Y~1NlA Notarial Seal Sheila Osborne, Notary Public Canonsburg Boro, Washington County My Commlt~sion Expires Nov. 13, 2010 Membsr, F®nnaylv~hi~ ras~~~eiatien of Notaries [Signature Page to Limited Power of Attorney -Crown Castle Puerto Rico Corp.] 10 Solely with respect to, and as specified in, Sections 1, 3, 4, 5 and 6 ATTEST: t.0~-l Print Name.:) 5a t (Q 1) i oq Lt.a r ~ r 3 ' i~ Print Name l~ ~ & ,,~~, ~%~.~~ ~ ~ n ~.~ ~, ~ ; C`R~.O,~WN CASTLE BP ATT LLC .s ~`°~ - ~ - B ~=- ~~._ y: w ,. _ Name: David Tanczos Title: Vice President N~io~a -Site Development NOTARIAL AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF WASHINGTON I, ~~ ~i ~ ~ ~~ ~;-„-,~ ~ a Notary Public within and for the Commonwealth of Pennsylvania, duly commissioned and acting, do hereby certify that on this 8th day of June, 2009, personally appeared before me, David Tanczos, of Crown Castle BP ATT LLC, a Delaware limited liability company, to me personally known to be the person who signed the foregoing Limited Power of Attorney, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President, National Site Development of said entity, and, as such, is a duly certified individual who may enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by him, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. ,.~ ~ WITNESS my hand and seal as such Notary Public the day and year above written. ..fa~i61..~.~,~stG v '1~.~.~t~ Notary Public My Commission Expires: ~ i ~ ! 3 i i 0 COMMONV1iEidL`f"Fl Oiti i'f=NNSY~L!/ANIF~ Notarial Seal Sheila Osborne, Notary Public Canonsburg Boro, Washington County My Commission Expires Nov. 13, 2010 Member, i?'ennsylv~rii~; r~~s~aiation of Notaries [Signature Page to Limited Power of Attorney -Crown Castle BP ATT LLC] LESSOR'S CONSENT TO ASSIGNMENT AGREEMENT for a wireless communications facility located at: Site Name: W. Linda Vista, Marana County: Pima State: Arizona. Crown BU#: 807666 TDC BU#: among ASSIGNOR CROWN COMMUNICATION INC. ASSIGNEE TOWER DEVELOPMENT CORPORATION And TOWN OF MARANA LESSOR EXHIBIT A LESSOR'S CONSENT TO ASSIGNMENT AGREEMENT THIS LESSOR'S CONSENT TO ASSIGNMENT AGREEMENT (the "Consent") is hereby made and entered into as of the day of , 2009 by and among Crown Communication Inc., Delaware corporation having a mailing address of 2000 Corporate Drive, Canonsburg, PA .15317 ("Assignor"), Tower Development Corporation having a mailing address c/o Crown Castle, 2000 Corporate Drive, Canonsburg, PA 15317 ("Assignee"), and Town of Marana, having a mailing address 11555 W. Civic Center Drive, Marana, AZ 85653 ("Lessor") RECITALS A. Assignor and Lessor entered into that certain Option and Ground Lease Agreement dated October 21, 2008 (a copy of this Lease Agreement is attached hereto as Ezhibit "A") (the "Lease Agreement") for a parcel of real property located at 5541 West Linda Vista Boulevard in the Town of Marana, County of Pima, State of Arizona as set forth therein (the "Leased Premises"); and, B. Assignor desires. to assign the Lease Agreement to Assignee, and Assignee desires to assume the rights and obligations under the Lease Agreement, pursuant to that certain Assignment Agreement by and between Assignee and Assignor {the "Assignment Agreement"); and, C. Assignor and Assignee have requested that Lessor consent to the Assignment Agreement pursuant to Section 32 of the Lease Agreement, and Lessor has agreed to consent to such assignment as provided for herein; and, D. Assignor has requested that Lessor release Assignor from all liabilities and obligations under the Lease Agreement as provided for herein, and Lessor has agreed to release Assignor from those liabilities and obligations. NOW, THEREFORE, for and in consideration of Ten Dollars and 00/100 ($10.00) and other good and valuable consideration each to the other in hand paid and the premises and covenants hereinafter set forth, Assignor, Assignee and Lessor agree as follows: 1. Incorporation of Recitals. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. 2. Consent of Lessor. Lessor hereby expressly consents and agrees to the assignment and assumption of the Lease Agreement as set forth in the Assignment Agreement, and hereby releases Assignor from any and all liabilities and obligations under the Lease Agreement. Lessor agrees to solely hold Assignee responsible for performance of all obligations of the lessee under the Lease Agreement from, and after, the date of this Consent, except liabilities and obligations arising out of Assignor's failure to perform and discharge any of the terms, covenants, conditions and agreements as the EXHIBIT A lessee under the Lease Agreement prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement, for which Lessor will Look solely to Assignor and shall not, at any time hereafter, require Assignor to perform any obligations thereunder, unless the Lease Agreement is reassigned to Assignor upon default of Assignee as provided herein. 3. Agreement of the Parties. Assignor, Assignee and Lessor hereby expressly agree as follows: A. Assignor is ,the current holder of a Lessee's interest in the Lease Agreement, and Lessor is the current holder of Lessor's interest in the Lease Agreement. B. The Lease Agreement is in full force and effect, and Lessor hereby ratifies and confirms same. C. A true and correct copy of the Lease Agreement and all amendments, if any, is attached hereto as Exhibit "A" and incorporated herein by this reference. The Lease Agreement, and all amendments, if any, constitute the entire agreement between Lessor, Assignor and Assignee with respect to the Leased Premises. .There are no present outstanding defaults pursuant to the terms and provisions of the Lease Agreement by either Lessor or Assignor, and no party has knowledge of any facts which, with the giving of notice, passage of time, or both, would constitute a default by any party under the Lease Agreement. D. To Lessor's knowledge, all conditions or obligations under the Lease Agreement required to be satisfied or performed by Assignor as of the date hereof have been satisfied or performed, and to Assignor's knowledge, all conditions or obligations under the Lease Agreement required to be satisfied or performed by Lessor as of the date hereof have been satisfied or performed. E. Assignor has paid Five Hundred Dollars ($500) to Lessor (the "Option Fee") to secure the Option to lease the Leased Premises to be exercised at any time on or before October 21, 2009 (the "Option Term). F. The initial rent (the "Rent") to be paid by Assignee to Lessor under the Lease Agreement upon exercise of the Option is Nineteen Thousand Four Hundred and Forty and 00/100 Dollars ($19,440.00) per year, to be paid in equal monthly installments of One Thousand Siz Hundred Twenty and 00!100 Dollars ($1,620.00) per month payable on the first day of the month following the date that construction commences ("Obligation Date"). Assignee's obligation to pay Rent under this Assignment shall begin on the first day after the Obligation Date, and Assignor's obligation to pay Rent shall end thereon. EXHIBIT A G. The term of the Lease Agreement expires on the date five (5) years following the first day of the month following the month in which the Option is exercised (the "Expiration Date") and there are five (5) Renewal Terms of five (5) years each (the "Renewal Terms"). H. Rent is to be increased at the commencement of each applicable Renewal Term (as defined in the Lease Agreement) by fifteen percent (15%). 4. Survival of Terms. The representations, warranties and indemnities .set forth herein shall survive the execution and delivery of this Consent and shall continue in full force and effect during the term of the Lease Agreement. 10. Binding Agreement. This Consent constitutes the entire agreement between the parties hereto with respect to the transaction contemplated herein, and it supersedes all prior understandings or agreements between the parties relative to such assignment. 11. Execution and Counterparts. To facilitate execution, the parties hereto agree that this Consent may be executed and telecopied to the other party and that the executed telecopy shall be binding and enforceable as an original. This Consent may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any parry, appear on one or more of such counterparts. 12. Notices. Any notice, communication, request, reply or advise (hereinafter severally and collectively, "Notice") regarding this Consent shall be in writing and shall in accordance with the Notice provisions of the Agreement and shall be sent to the parties at the following addresses: Assignor: Crown Communication Inc c/o Crown Castle USA Inc E. Blake Hawk, General Counsel 2000 Corporate Drive Canonsburg, PA 15317 RE: BUN 807666/Site Name: W. Linda Vista, Marana Attn: Real Estate Department Phone: (866) 482 - 8890 EXHIBIT A Assignee: Tower Development Corporation c/o Crown Castle USA Inc E. Blake Hawk, General Counsel 2000 Corporate Drive Canonsburg, PA 15317 RE: BUN 807666/Site Name: W. Linda Vista, Marana Phone: (866) 482 - 8890 Lessor: Town of Marana 11555 W. Civic Center Drive Marana, AZ 85653 Phone: (520) 352-1999 [Remainder of page intentionally left blank] . EXHIBIT A IN WITNESS WHEREOF, the parties have executed this Consent as of the date and year first written above. ASSIGNOR: Witness CROWN COMMUNICATION INC. By: Print Name: David J. Tanczos Title: Vice President-National Site Development COMMONWEALTH OF PENNSYLVANIA COUNTY OF WASHINGTON SS: I, Sheila Osborne, a Notary Public within and for the State aforesaid, duly commissioned and acting, do hereby certify that on this day of , 2007, personally appeared before me David J. Tanczos of Crown Communication Inc., to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President -National Site Development of Crown Communication Inc. and duly certified to enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by himself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public My Commission Expires: 11/13/10 EXHIBIT A ASSIGNEE: Witness COMMONWEALTH OF MASSACHUSETTS TOWER DEVELOPMENT CORPORATION By: Print Name: Title: COUNTY OF SS: I, , a Notary Public within and for the State aforesaid, duly commissioned and acting, do hereby certify that on this day of , 2009, personally appeared before me of Tower Development Corporation to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the of Tower Development Corporation and duly certified to enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by himself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public My Commission Expires: 11/13/10 EXHIBIT A LESSOR: TOWN OF MARANA, an Arizona municipal corporation ATTEST: Town Clerk By: APPROVED AS TO FORM: Date: Town Attorney STATE /COMMONWEALTH OF COUNTY OF SS: Ed Honea, Mayor 1, a Notary Public within and for the State / Commonwealth aforesaid, duly commissioned and acting, do hereby certify that on this day of 2009, personally appeared before me (name of property owner), to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he has executed the same as his voluntary act and deed and was voluntarily executed by himself for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public My Commission Expires: EXHIBIT A EXHIBIT A COPY OF THE LEASE AGREEMENT EXHIBIT A OPTION AND GROUND LEASE AGREEMENT TOK'N t)F 111aRaNA, AR[zo;va TIiIS OPTION AND GROUND LEASE AGREEMENT {this "AgreemenE"} is made by and between the TOwN OF MARANA (Federal Tax Identifcation Number 84-0331775) having a mailing address of I P 555 W. Civic Center Drive, Marano, AZ 85653 {"Lessor") and CROWN COMMUNICATIONp WC., a Delaware wrporation, with its principal place of business located at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317-8564 ("Lessee"). Lessor and Lessee are sometimes collectively referred to in this Agreement as the "parties." 1. Definitions. `'AQrtxment" means this Option and Ground Lease Agreement. "Approvals" means all certificates, permits, licenses and other approvals that Lessee, in its ale discretion, deems necessary for its intended use of the Leased Premises. "Commencement Date" means the first day of the month following the month in which the Option is exercised pursuant to Section 4(C) of this Agreement. "Defaulting Patty" means the party to this Agreement that has defaulted as provided for in Section 29 of this Agreement. "Due Diligence investigation" has Ehe meaning set forth in Section 3 of this Agreement. "Easements" and `'Utifiri Easement" have the meanings set forth in Section 10 of this Agreement. "Hazardous Material" means any substance which is {i}designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, {ii) a petroleum- hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, {iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. "Environmental Law{s)" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, i5 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the Clean Water Ad, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or amended to date; the regulations promulgated pursuant to said laws and any other federal, state or focal law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, clean-up, transportation or release or threatened release into the environment of Hazardous Material. "Improvemetrts" means a wireless communications facility, including tower structures, equipment shelters, meter boards and related improvements and structures and uses incidental thereto. "initial Term" means a period of five (5) years following the Commencement Date. {00011 i80.1X')C / 2}(8(?OS) "Lease Term" means the Initial Term and any Renewal Terms. "Leased Premises" means Ehat portion of Lessor's Property consisting of a parcel of approximately 25 feet by 40 feet as described in the sketch attached hereto as Exhibit "B". The boundaries of the Leased Premises may be subject to modification as set forth in Section 9. "Lessee's Notice Address' means c/o Crown Castle USA lnc., E. Blake Hawk, General Counsel, Attn: Real Estate Department, 2000 Corporate Drive, Canonsburg, PA 15317- 8564,l-866-482-8890. "Lessor's Notice Address" means 11555 W. Civic Center Drive Marano, AZ 85653. "Lessor's Property" means the parse) of land located at 5541 West Linda Vista Boulevard in the Town of Morena, County of Pima, State of Arizona, as shown on the Tax Map of said County as Tax Parcel Number 221-06-4010, being further described as Block II ofHartman Vistas, a subdivision recorded in the Pima County Recorder's office at Book 55 of Maps and Plats, Page 42, a copy of said instrument being attached hereto as Exhibit "A". `'Non-Defaulting Party" means the party to this Agreement that has not defaulted as protinded for in Section 29 of this Agreement. lion" means the exclusive right granted to Lessee by Lessor. to lease the Leased Premises pursuant to Section 2 of this Agreement. "Option Fee" means the sum of S500.00. "option Period" means the twelve (12) month period commencing on the date of this Agreement. "Renewal Term" means a period of five (S} years commencing upon the expiration of the Initial Term or prior Renewal Term, as the case may be. "Rent' means the consideration payable by Lessee to Lessor in exchange for the Leased Premises in the amount of 519,440.00 per year to be paid in equal monthly installments of SI,620.00. Rent shall be increased at the commencement of each Renewal Term by an amount equal to fifteen percent (15%) of the Reni in effect for the previous Term or Renewal Term. 2. Grant of Option to Lease. In consideration of the Option Fee paid by Lessee to Lessor upon Lessee's execution of this Agreement, Lessor hereby grants to Lessee the exclusive Option during the Option Period to lease, on the teams and conditions set forth in this Agreement, the Leased Premises. 3. Due Diligence Investi¢ation. (A) Inspection Rights. During the Option Period, Lessee shall have the right to analyze the suitability of the Leased Premises for its intended use. Lessee and its employces, agents, contractors, engineers, and surveyors shall have the right to enter upon Lessor's Property to inspect, conduct, perform and 1 0/21120 08 6:36 PM EXHIBIT A Town of MaraeWCrowtr Communications !.ease Agrexmrnt -1- examine soi! borings, drainage testing, material sampling, surveys and other geological or engineering tests or studies of Lessor's Property, to apply for and obtain all licenses and permits required for Lessee's use of the Leased Premises from all applicable governmental or regulatory entities, and to do those things oa or off Lessor's Property that, in the sole opinion of Lessee, are necessary to determine the physics! condition of Lessor's Property, the environmental history of Lessor's Property, Lessor's title to Lessor's Property and the feasibility or suitability of the Leased Premises for Lessee's use as defined in this Agreement, al] at Lessee's expense (the "Due Diligence Investigation"). Activities conducted in connection with Lessee's Due Diligence Investigation shall not be deemed to constitute exercise of the Option or commencement of construction of the ! mprovements. (B) Temporary Access Road and Easement for Due Diligence Investigation. To facilitate Lessee's Due Diligence Investigation, Lessor hereby grants Lessee and its employees, agents, contractors, engineers and sttrveyots the right and an easement to construct and use a temporary pedestrian and vehicular access roadway from a public road, across Lessor's Property, to the Leased Premises. The, location of said temporary pedestrian and vehicular access roadway on Lessor's Property is shown on Exhibit "B". Such construction steal) rat be deemed to constitute exercise of the Option or commencement of construction of the Improvements. 4. Termination and Exercise of Option. (A) [Reserved.] (B) Right to Terminate Option. Lessee shat} have the right to terminate this Agreement at any time prior to the expiration of the Option Period by sending written notice of termination to Lessor. (C) )yxxpiration of Option Term• Exercise of Option. If, upon expiration of the Option Period, Lessee has not exercised the Option, this Agreement shall terminate. Upon such termination, neither party shall have any further rights or duties hereunder. Lessor shall retain the Option Fee. Prior to expiration of the Option Period, Lessee may exercise the Option by either (i) providing written notice to Lessor of such exercise or (ii) commencing construction of the Improvements. Upon the Commencement Date, .the Lease Term shall commence and the Easements shall become effective. 5. Lessor's Cooperation. During the Option Period and the Lease Term, Lessor shall: (i) cooperate with Lessee in its efforts to perform its Due Diligence Investigation and to obtain all of the Approvals, including all appeals; and (ii) take no action that would adversely affect the Leased Premises. Lessor acknowledges that Lessee's ability to use the Leased Premises is contingent upon Lessee obtaining and maintaining the Approvals. Additionally, Lessor grants to Lessee and its employees, representatives, agents, and consultants a limited power of attorney to prepare, execute, submit, file and present on behalf of Lessor building, permitting, zoning or land-use applications with the appropriate local, state and/or federal agencies necessary to obtain land use changes, special exceptions, zoning variances, conditional use permits, special use permits, administrative permits, construction permits, operation permits and/or building permits. Lessor understands that any such application and/or the {(100! 1 t80.DOC / 2}(13005) requirements thereof may require Lessor's cooperation, which Lessor hereby agrees to provide. Lessor shall not "knowingly" do or permit anything that will interfere with or negate any Approvals pertaining to the Improvements or Leased Premises or cause them to be in nonconformance «~th applicable local, state or federal laws. Lessor agrees to execute such documents as may be necessary to obtain and thereafter maintain the Approvals, and agrees to be named as the applicant for said Approvals. ltiothing in this Agreement shall is aay way interfere with Lessor's regulatory authority over the Leased Premises aad the improvements, and Lessor shalt have the same right to consider aad approve or deny land use, building code, t`loodplaia, aad other applications for the Leased Premises and the Improvements as iT Lessor were dealing with real property not owned by Lessor. 6. Authorized Personnel List. Lessee acknowledges that Lessor's Property is used for the storage and delivery of potable water and other sensitive municipal purposes. For security purposes, Lessor shall provide Lessor with a list of the names of ail personnel who are authorized to enter onto the Leased Premises pursuant to this Agreement. The list shall be updated whenever a change of personnel occurs. Lessor is authorized to block entry to any personnel whose Warne is not on the list. This Section shall be interpreted as a right, but not an obligation, of Lessor to police or restrict entry onto the Leased Premises. 7. [.case Term. Effective upon the Commencement Date, Lessor leases the Leased Premises to Lessee for the Initial Term. The term of this Agreement shall automatically be extended for five (5) successive Renewal Terms, unless this Agreement is terminated pursuant to the provisions set Corth herein. 8. Rent. Beginning on the Commencement Date, Lessee shadpay Rent for the Leased Premises. 9. Leased Premises: Sarvev. Following exercise of the Option and completion of construction of the wireless communications facility on the Leased Premises, Lessee shall provide Lessor with a copy of an "as-built" survey, which shall depict and identify the boundaries of the Leased Premises and the Easements, and replace and supersede the sk~ch attached hereto as Exhibit "6". The "as-built" survey shall be deemed to be incorporated into this Agreement as Exhibit "C" even if not physicaEly affixed hereto. The description of the Leased Premises set forth in Exhibit "C" shall control in the event of discrepancies between Exhibit "B" and Exhibit "C". 10. Easements. Conditioned upon and subject to commencement of the Lease Term Lessor grants the following easements and rights-of-way over, under and upon Lessor's Property to Lessee, Lessee's employees, agents, contractors, sublessees, licensees and their employees, agents and contractors: (i) an easement over such portions of Lessor's Property as is reasonably necessary for the construction, repair, maintenance, replacement, demolition and removal of the facility to be located upon Leased Premises; (ii) an easement over such portion of Lessor's Property as is reasonably necessary to obtain or comply with any Approvals; (iii) a thirty foot (30') wide easement in the location shown in Exhibit "B", as may be amended by Exhibit "C^, for construction, use, maintenance and repair of an access road for ingress and egress seven (7) days per week, twenty-four f24) hours uer day. far 10/21!2008 6:36 PM ,EXHIBIT A sattsfacUon of any Town of Maratta/Crown Communications tease Agrcemrn[ -2- pedestrians and all types of motor vehicles, to extend from the nearest public right-of--way to the Leased Premises; and {iv) a utility easement (the "Utility Easement") in the location shown in Exhibit "B", as may be amended by Exhlb[t "C", for the installation, repair, replacement and maintenance of utility wires, poles, cables, conduits and pipes, provided that in the event that any public utility is unable or unwilling to use the Utility Easement in the location shown in Exhibit "B". as may be amended by Exhibit `'C", at the sole option of Lessee Lessor shall grant an alternate easement either to Lessee or directly to the public utility at no cost and in a location acceptable to Lessee and the public utility (collectively, the "Easements''). TO HAVE AND TO HOLD the Easements for the purposes provided during the Lease Term and thereafter for a reasonable period of time for Lessee to remove its improvements. 11. Lessee's Right to Terminate: EtYect of Termination Lessee. Lessee shall have the right, following its exercise of the Option, to terminate this Agreement, at any time, without cause, by providing Lessor with one hundred eighty (180) days' prior written notice. Upon such termination, this Agreement shall become null and void and neither party shall have any further rights or duties hereunder, except that any monies owed by either party to the other up to the date of termination shall be paid within thirty (30) days of the termination date. 12. Use of Pronerty. The Leased Premises, the Easements shall be used for the purpose of constructing, maintaining and operating the Improvements and uses incidental thereto. Lessce may place a security fence, around the perimeter of the Leased Premises. AN Improvements shall be constructed at Lessee's sole expense. Lessee will maintain the Leased Premises in a safe condition. It is the intent of the parties that Lessee's wireless communications facility shall not constitute a fixture. 13. Removal of Vegetation. Lessee has the right to remove vegetation from Lessor's Property which may encroach upon, interfere with or present a hazard to Lessee's use of the Leased Premises or thc Easements. Lessee shall dispose of any removed vegetation. 14. Hazardous Materials. (A) Lessee's Obligation and Indemnity. Lessee shall not (either with or without negligence) cause or permit the escape, disposal or release of any Hazardous Materials on or from the Leased Premises in any manner prohibited by law. Lessee shall indemnify and hold Lessor harmless from any and ail claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys' fees, and consultants' and experts' fees) from the release of any Hazardous Materials on the Leased Premises unless caused by Lessor or persons acting under Lessor. Premises if caused by Lessor or persons acting under Lessor. I5. Real Estate Taxes. Lessor is a government entit}• that is not obligated to pay real estate taxes pursuant to current Arizona law. Lessee shall pay any and all real estate, personal property, or in-lieu taxes relating to Lessee's use of the Leased Premises, including without limitation any Government Property Lease Excise Taxes (see Arizona Revised Statutes § 42-6201 et seq., as they may be amended) attributable to the Leased Premises and/or the Improvements constructed by Lessee. Violation of this Section by Lessee is a material breach of this Agreement. 16. Insurance. Lessee, at Lessee's sole cost and expense, shall procure and maintain on the Leased Premises and on the improvements, bodily injury and property damage .insurance with a vombined single limit of at least 51,000,000.00 per occurrence, which shall insure, on an occurrence basis, against all liability of Lessee; its employees and agents arising out of or in connection with Lessee's use of the Leased Premises, •all as provided for in this Agreement Within thirty (30) days following the date this Agreement is entered into, Lessee may, at its option, (i) provide Lessor with a certificate of insurance evidencing the coverage required by this Section, or (ii) provide electronically to Lessor a uniform resource locator. link to access Lessee's memorandum of insurance web site evidencing in~ order for Lessor to review the coverage required by this Section. In addition, at all times during the performance of its Due Diligence Investigation and during the Lease Term, Lessee, at its sole expense, shall obtain and keep in force. insurance which may be required by any federal, state or local statute or ordinance of any governmental body having jurisdiction in connection with the operation of Lessee's business upon the Leased Premises. 17. IReservsdl. 18. Emiticnt fUomain. If Lessor receives notice of a proposed taking by eminent domain of any part of the Leased Premises or We Easements, Lessor will notify Lessee of the proposed taking within five (5} days of receiving said notice and Lessee will have the option to: (i}declare this Agreement null and void and thereafter neither party will have any liability or obligation hereunder; or {ii} remain in possession of that portion of the Leased Premises and Easements that will not be taken, in which event there shall be an equitable adjustment in rent on account of the portion of the Leased Premises and Easements so taken. With either option Lessee shall have the right to contest the taking and directly pursue an award. 19. Mortgages. This Agreement, Lessee's leasehold interest and the F,asemenu shall be subordinate to any mortgage given by Lessor which currently encumbers the Leased Premises, provided that any mortgagee shall recognize the validity of this Agreement in the event of foreclosure. In the event that the {S) Lessor's Obligation and Indemnity. Lessor shall not Leased premises is or shall be encumbered by such a mortgage, (either with or without negligence} cause or permit the escape, Lessor shall obtain and furnish to Lessee anon-disturbance disposal or release of any Hazardous Materials on or from Lessor's Property or Leased Premises in any rrsanner prohibited agreement for each such mortgage, in recordable form. If by law. Lessor shall indemnify and hold Lessee harmless from Lessor fails to provide any non-disturbance agt~eement Lessee any and all claims, damages, fines, judgmextts, penalties, costs, shalt have the right to seek and obtain a non~isturbance liabilities or tosses {including, without limitation, any and all agreement. sums paid for settlemem ~ of claims, attorneys' fees, and 20. Safe of Property. Any sale of aU or part of Lessor's consultants' and experts' fees) from the presence or release of Property during the Option Period or the Lease Term shall be any Hazardous Materials on Lessor's Property or Leased under and subject to this Agreement (0001 r 180.DOC / 2}(1;005) Town of Marana/Crown Communications Lease Agreement [0/21!1008 6:36 PM -3- EXHIBITA 21. Surrender of Property. Upon expiration or termination of this Agreement. Lessee shall, within a reasonable time, remove all Improvements and restore the Leased Premises as nearly as reasonably possible to its original condition. 22. Recordin>r. This Agreement shall not be recorded. However, Lessor agrees to execute and deliver to Lessee a Memorandum of Agreement in the form attached to and incorporated by this reference in this Agreement as Exhibit "D" and acknowledges Lessee's right at Lessee's sole option and cost to record the Memorandum of Agreement in the office of the Pima County Recorder. 23. Bold Harmless. Each party shall indemnify and defend the other party against, and hold the other party harmless from, any claim of liability or loss from personal injury or property damage arising from the use and occupancy of the Leased Premises or Lessor's Property by such indemnifying party, its employees, contractors, servanu or agents, except to the extent such claims are caused by the intentional misconduct or negligent acts or omissions of the other party, its employees, contractors, servants or agents. 24. Lessor's Covenant of Title. Lessor covenants that Lessor holds good and marketable fee simple title to Lessor's Property and the Leased Premises and has full authority to enter into and execute this Agreement. Lessor further covenants that there are no encumbrances or other impediments of title that might interfere with or be adverse to Lessee. 25. Interference with Lessee's Easiness. Lessee has a non- exclusive right to construct, install and operate wireless communications facilities that emit radio frequencies on Lessor's Property. Lessor retains the right to permit the construction, installation or operation on Lessor's Property of any additional wireless communications facilities; provided, however, that Lessor shalt not permit the construction, insutllation or operation on Lessor's Property of any equipment or device that interferes with Lessee's use of the Leased Property for a wireless communications facility unless that equipment or device primarily serves or benefits public safety (police, fire, ambulance} communications. !f Lessee is unable to continue to operate its facilities on the Leased Premises as a result of Lessor allowing public safety communications on Lessor's Property, Lessee's sole remedy is to exercise its right to terminate this Agreement under Section 11 of this Agreement. 26. Oniet Eniorment. Subject to Lessor's rights set forth in this Agreement, Lessor covenants that Lessee, on paying Rent and performing the covenants of this Agreement, shall peaceably and quietly have, hold and enjoy. the Leased Premises and Easements. 27. Lessor's lien Subordination. It is the intent of the parties that Lessee's wireless communications facility shall not constitute a fixture. Lessor hereby subordinates any and all liens, whether statutory or under common taw, with respect to any of Lessee's property,.. and any property owned by any sublessees or licensees of Lessee, now or hereafter located on the Leased Premises. 28. Title Insurance. Lessee, at Lessee's option, may obtain title insurance on the Leased Premises and Easement. Lessor shall cooperate with Lessee's efforts to obtain title insurance by (OOOI 1 r 80.1700 / 2}(8005) executing documents or obtaining requested documentation as required by the title insurance company. 29. Default. In the event that there is a default by Lessor or Lessee (the "Defaulting Party") with respect to any of the provisions of this Agreement or Lessor's or Lessee's obligations under this Agreement, the other party (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 thirty (30) days in which to cure any monetary default and sixty (60) days in whidt to cure any non-monetary default. The Defaulting Party shall have such extended periods as may be required beyond the sixty (60) day cure period to cure any non-monetary default if the nature of the cure is such that it reasonably requires more than siaKy (60) days to cure, and Defaulting Party commences the cure v,7thin the sixty (60) day period and thereafter continuously and diligently pursues the cure to completion. The Nan-Defaulting Party may not maintain any action or effect any remedies for default against the Defaulting Parry unless and until the Defaulting Pally has failed to cure the same within the time periods provided in this Section. 30. IReserved.l 31. ~onlicable Law. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Arizona. The parties agree that Pima County, Arizona shall be the venue for any litigation regarding this Agreerntnt. 32. Assienm_ ent. Sublease. Liceasio and Encumbrance. Lessee may not assign, or otherwise transfer all or any part of its interest in this Agreement or in the Leased Premises without the prior written consent of Lessor; provided, however, that (i} Lessee may assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity acquiring fifty-one percent (51 °/a) or mare of its stock or assets, subject to any financing entity's interest, if any, in this Agreement, and (ii) Lessee has the right, at its sole discretion, to sublease or license use of the Leased Premises, Easements and Improvements to communications companies for the purpose of placing and maintaining communications facilities on or in the Improvements. Upon assignment, Lessee shall be relieved of alt future performance, liabilities, and obligations under this Agreement, provided that the assignee assumes all of Lessee's abligations under this Agreement. Lessee shalt promptly provide Lessor notice of sublease or license, including the lessee's or licensee's contact information, so that Lessor may at all times be apprised of those who are authorized to enter the Leased Premises. Lessor may assign this Agreement, which assignment may be evidenced by writtrn notice to Lessee within a reasonable period of time thereafter, provided that the assignce assumes all of Lessor's abligations under this Agreement. This Agreement shall run with the Lessor's Property and shall be binding upon and inure to the benefit of the parties, .their respective successors, personal representatives, heirs and assigns. Notwithstanding anything to the contrary contained in this Agreement, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without notice or consent its interest in this Agreement to any financing entity, or agent on behalf of any Financing entity to whom Lessee (i} has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations 10/21!2008 6:36 PM EXHIBIT A Town ofManmalCrown Cornrenrnications [.ease Agreement -4- evidenced by bonds, debentures, notes or similar instruments, or (iii} has obligations under arwith respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. Upon request to Lessor from any leasehold mortgagee, Lessor agrees to give the holder of such leasehold mortgage written notice of any default by Lessee and an opponunity to cure any such default within fifteen (15) days after such notice with respect to monetary defaults and within a rnmmercially reasonable period of time after such notice with respect to any non-monetary default. 33. Mis~4,~,~eous. Entire Agreement. Lessor and Lessee agree that this Agreement contains all of the agreements, promises and understandings between Lessor and Lessee. No oral agreements, promises or understandings shall be binding upon either Lessor or Lessee in any dispute, controversy or proceeding at la-v. Any addition, variation or modification io this Agreement shall be void and ineffective unless made in writing and signed by the parties hereto. Caations. The captions preceding the Sections of this Agreement are intended only for convenience of reference and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof. Construction of Document. Lessor and Lessee acknowledge that this document shall not be construed in favor of or against the drafter by virtue of said party being the drafter and that this Agreement shall not be construed as a binding offer until signed by Lessee. No ices. All notices hereunder shall be in writing and shall be given by (i) established national courier service which maintains delivery records, (ii} hand delivery, or (iii) certifsed or registered mail, posUtge prepaid, return receipt requested. Notices are effective upon receipt, or upon attempted delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for accomplishing delivery. The notices shall be sent to Lessor at Lessor's Notice Address and to Lessee at Lessee's Notice Address. Partial Invalidity. ]f any term of this Agreement is found to be void or invalid, then such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full foroe and effect. Cancellation for Conflict of Interest. This Agreement is subject to A.R.S. § ~8 511, which provides for cancellation by Lessor in certain instances involving conflict of interest. IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as of the 21" day of October, 2008. ATTEST: wn Clerk ~ / _ - APPRO, (TOE ItM • ~' // 7 fi/ T 'n Attorn t LESSOR: TOWN OF MARANA, an Arizona municipal corporate gy: Ed Honea, Mayor Date: 1 / /!8 ~0'10~ -~~-~ LESSEE: CROWN COMMUNICATIONAINC., a are corporation .~ Witness By: Print Name: ` ~ o Print Title (if any}: - ~ C;~~p 1l@yn~rsnrn~nt- (~iori'1Ytto ~ !a ~'+fF ~iN Date: ~ o~ ~ ~ ~ ~ , S'~OF ~EtfAiSu~;Vl~t~)~ -~- 7- CountyofW SHttJ[r`-O~ c~. drylg fy 7'he_ foregoing instrument was adtnowledged befotr me on 9etob~d• ~, 20b$, by ~ay i d 3. - anc zes , the . t33}~ ~ Std 2 1~tvm'` _ of CROwN COMMUNICATFOII++{{,,~~INC., a Delaware ration, on behalf of the corporation. COMMONWEALTH OF PENNSYLVANIA ' My co m' sion expires: IYotadel Seel ~ t to SheBa . ~y Pic Notary Public Certonsbttrpl~ WesAt~on t~OUnty Mr-F.>~1nseNo,-. fa,toto Atembar, Pennsylventa Aeao01at1on o1 Wottdea {OOOt 1 I60.DOC /21(8005) Tovm of t~rana/Crovm Communications Lease Agroemem to/2l/2008 6:36 PM -5- EXHIBIT A ~~ ~~ ~ sSE# ~ ~~~ ~~~~ ~ Rx aKa~~~ €~~ ~~6 p~ S" b~ ~ ~ f ~ s~~~~~~a ~ ~ Cp ~~ i ~~ ~ ~ ~~ ~~ i ~~~.9a ~g~ ,~~ E~ ~~ g 5 ~ ~ ~ts~l~~6~ ~ ~ ~ a ~ ~ ~~g~ ~~~ [ a~8 ts~tt"~ aa~~ Aa t ~ : R ~"a+a r ~~ € ~ ~s Y ~a~~ R '~ a~$~~v ~~ ~~ l ~ ~ R P~YR p ~ „R P s~ ~ r ~ ~g~ ~ ~~ 4 ~ x y ~ ~a. ~~ i~} s 11 ~ ~ ~ EX~HIP~IT A ~~ ~ * ...a a : ~ t8 3 ' ~ ~ .; ~ ~E ~ ~ ~ ~i ~ a ~ _. _^ ~ ~ a ~ ~ a h g ~ ~ ~~ ~Vi" ~R ~ @!a I ~ C~~B~a:o ~ t t ~~a~ +u. ga ~ r ,. I ~ 1 ~ ~ ~a ~ a' -a$ ~ ~ ~ ~ ~,~~ I~~ ~~ ~ ~ ~~ ~~~~ F~ ~ ~ ~~~~ ~.:. ~ b > N d O O 3 O O Z' 2 ZD m.. a i. 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I 1 ' I 1 I 1 I I I I ~ L..1 I~ I Z II I~• ~~ ~ I 1 i ~ f 1 s, 1 I EXHIBIT A ... ~::e'~C.7.^.EC ~ Im cw B'.uo • .es0eo --- 1 aua sr. as (..a n ~u~ ~ C ~ C1~ C N ~~ C M ~~ ~'.IC ~~~ C~ ~~ C o ~~~ ~~ u ~~ . ___ RI mao u~ te: ~° sSe"~'.seTl ~~ ~ Qi y i~ OI I i i s i 't I s~ Qlr w( (V1weHH(e1 al.accl IR~t6J ppr - _f,r~raZ spec Iiiy~'~-- - W ~ic"- - - - --~'l~ I 3- q --- ~ , ~. IIZ C~~a ~~~ C(`o ~~'1~ ~~J V ~~j s C C C "~ t e(r u a u ~ s >; C 4 C+ L~ C C-V a ~~// ~, IADSOIJrI'O OIW@ 0~1 IL-~-~~~-t.l snYSi`~(-~- Y1 ~.~i ~ ii i ~ I J L I ~' - ~- *- --- . --- --~ ~ f-' 1 ~'j D ~~ I • 11 I >s I ly i k • M~w 01 ~y r~y WW Y r i~~~ « ~ ~~~ . ;F i "~ ~ G4 _. u3 I S 1 1 of w 1 -r m• ato' ~ ~ ~ 1 In LA f•t mm._ ~ 11 1 111 sr y~r 1 1.. t f 1]LN \' a r ~ t ( L j/i /F 1 ~ r 1 J I I C 1 I ~ e ti% 1 i 92oo-N. 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Qs.. ~~ s e~/at/oe aun towrua w ; '`/(/~~~/`{~ ,tiW1{W~l of CLEMf COWV.~s _ W ~g ~+/'pw a~ arwmn w K ~S~t r I~j! !p~ ,. r.. it ~ ~!' ~~ a ~a ~~ k A Y '`I ` ~ f R~~E~ V ~~~~BE ~~~~ ~~ k~ ~~ ~~ ~ ~ ~~x~~~~ ~~ ~~ ~~~A ~ S Q ~~ ~ ~ ~a~ ~~ ~• ~ ~ ~ I ~ ~ ~~ ~$~ ~~ I EXHIBIT A EXHIBIT A ~ ~ ~ f Cf/Ef/Ee n[M CoYY[m » ' N ~ ~ g~ of ~ f w a 4 ~~~~ ' ~ ~ ~ ~Z4 ~~ R ~ YII~~ ' ae/e.rof an wvwcxa x ~ A r !~ s ~~/~~ e~ ooVU~xis w P O i g ~~ A '_ ~~ L ~ --~L EXHIBIT "C" [Label as-built drawing of Leased Premises, including access road. as Exhibit "C" and insert here] {OOOI 1180.DOC 12? Town of MataaalCrown Commuaicatioru Least Agrcement 10121!2006 6:36 Ptrt Exhibit C EXHIBIT A EXHIBIT "D" When recorded, return to: CROWN CASTLE USA INC. Attn: Reat Estate Department 2000 Cotporate Drive Canonsburg,PA 15317-8564 MEMORANDUM OF LEASE APN: 221-Ob-4010 THts MEMORANDUM OF LEASE is entered into on this 21 ~` day of October, 2008, by and between the Town Of Marana, an Arizona municipal corporation,-whose address is 11555 W. Civic Center Drive Marana, AZ 85653 ("Lessor"~ and CROWN COMMUNICATION, INC., a Delaware corporation, with its principal place of business located at 2000 Corporate Drive, Canonsburg, Pennsylvania 1 53 1 7-8564 {"Lessee"). Ail of the following are provided for more fully in the Agreement: t. Lessor and Lessee entered into an Option and Ground Lease Agreement ("Agreement") dated as of October 21, 2008, for the purpose of Lessee undertaking certain investigations and tests and, upon finding the Leased Premises appropriate for the purpose of installing, operating and maintaining a communications facility and other improvements ("Improvements"). 2. The term of Lessee's tenancy under the Agreement is for five. years commencing on the commencement of construction of the improvements or upon Lessee's exercise of the Option, either of which must occur within one year after the date of the Agreement (the "Commencement Date', and terminating on the fifth anniversary of the Commencement Date with five successive five-year options to renew. 3. The Leased Premises, which is the Iand that is the subject of the Agreement, is a 25-foot by 40-foot portion of the Lessor's Property at 5541 West Linda Vista Boulevard in the Town of Marana, County of Pima, State of Arizona, as described in the sketch attached as Exhibit "A" to and incorporated in this Memorandum of Lease by this reference, including appurtenant utility and vehicular access. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the date first written above. Lessor: Lessee: TowN of MARANA, an Arizona municipal corporation By: Ed Honea, Mayor Date: ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney {0001 t 180.000 J 2 } CROWN COMMUNICATION, INC.; a Delaware corporation By: [Printed Name, Title] Date• STATE OF ) ss County of ) The foregoing instrument was acknowledged before me on October _, 2008, by the of CROWN COMMUNICATION, INC., a Deiaware corporation, on behalf of the corporation. My commission expires: Notttry Public Town of Ivlatatta/Crowtt Communications [.ease Agreement Exhibit D 10!21/20086;36 PM EXHIBIT A LESSOR'S CONSENT TO ASSIGNMENT AGREEMENT for a wireless communications facility located at: Site Name: W. Linda Vista, Marana County: Pima State: Arizona Crown BU#: 807666 TDC BU#: among ASSIGNOR CROWN COMMUNICATION INC. ASSIGNEE TOWER DEVELOPMENT CORPORATION And TOWN OF MARANA LESSOR LESSOR'S CONSENT TO ASSIGNMENT AGREEMENT THIS LESSOR'S CONSENT TO ASSIGNMENT AGREEMENT (the "Consent") is hereby made and entered into as of the day of , 2009 by and among Crown Communication Inc., Delaware corporation having a mailing address of 2000 Corporate Drive, Canonsburg, PA 15317 ("Assignor"), Tower Development Corporation having a mailing address c/o Crown Castle, 2000 Corporate Drive, Canonsburg, PA 15317 ("Assignee"), and Town of Marana, having a mailing address 11555 W. Civic Center Drive, Marana, AZ 85653 ("Lessor") RECITALS A. Assignor and Lessor entered into that certain Option and Ground Lease Agreement dated October 21, 2008 (a copy of this Lease Agreement is attached hereto as Exhibit "A") (the "Lease Agreement") for a parcel of real property located at 5541 West Linda Vista Boulevard in the Town of Marana, County of Pima, State of Arizona as set forth therein (the "Leased Premises"); and, B. Assignor desires to assign the Lease Agreement to Assignee, and Assignee desires to assume the rights and obligations under the Lease Agreement, pursuant to that certain Assignment Agreement by and between Assignee and Assignor (the "Assignment Agreement"); and, C. Assignor and Assignee have requested that Lessor consent to the Assignment Agreement pursuant to Section 32 of the Lease Agreement, and Lessor has agreed to consent to such assignment as provided for herein; and, D. Assignor has requested that Lessor release Assignor from all liabilities and obligations under the Lease Agreement as provided for herein, and Lessor has agreed to release Assignor from those liabilities and obligations. NOW, THEREFORE, for and in consideration of Ten Dollars and 00/100 ($10.00) and other good and valuable consideration each to the other in hand paid and the premises and covenants hereinafter set forth, Assignor, Assignee and Lessor agree as follows: L Incorporation of Recitals. The foregoing recitals are true and correct and are expressly incorporated herein by this reference. 2. Consent of Lessor. Lessor hereby expressly consents and agrees to the assignment and assumption of the Lease Agreement as set forth in the Assignment Agreement, and hereby releases Assignor from any and all liabilities and obligations under the Lease Agreement. Lessor agrees to solely hold Assignee responsible for performance of all obligations of the lessee under the Lease Agreement from, and after, the date of this Consent, except liabilities and obligations arising out of Assignor's failure to perform and discharge any of the terms, covenants, conditions and agreements as the lessee under the Lease Agreement prior to the date hereof, or other acts or conduct prior to the date hereof for which the lessee or tenant is responsible under the terms of the Lease Agreement, for which Lessor will look solely to Assignor and shall not, at any time hereafter, require Assignor to perform any obligations thereunder, unless the Lease Agreement is reassigned to Assignor upon default of Assignee as provided herein. 3. Agreement of the Parties. Assignor, Assignee and Lessor hereby expressly agree as follows: A. Assignor is the current holder of a Lessee's interest in the Lease Agreement, and Lessor is the current holder of Lessor's interest in the Lease Agreement. B. The Lease Agreement is in full force and effect, and Lessor hereby ratifies and confirms same. C. A true and correct copy of the Lease Agreement and all amendments, if any, is attached hereto as Exhibit "A" and incorporated herein by this reference. The Lease Agreement, and all amendments, if any, constitute the entire agreement between Lessor, Assignor and Assignee with respect to the Leased Premises. There are no present outstanding defaults pursuant to the terms and provisions of the Lease Agreement by either Lessor or Assignor, and no party has knowledge of any facts which, with the giving of notice, passage of time, or both, would constitute a default by any party under the Lease Agreement. D. To Lessor's knowledge, all conditions or obligations under the Lease Agreement required to be satisfied or performed by Assignor as of the date hereof have been satisfied or performed, and to Assignor's knowledge, all conditions or obligations under the Lease Agreement required to be satisfied or performed by Lessor as of the date hereof have been satisfied or performed. E. Assignor has paid Five Hundred Dollars ($500) to Lessor (the "Option Fee") to secure the Option to lease the Leased Premises to be exercised at any time on or before October 21, 2009 (the "Option Term). F. The initial rent (the "Rent") to be paid by Assignee to Lessor under the Lease Agreement upon exercise of the Option is Nineteen Thousand Four Hundred and Forty and 00/100 Dollars ($19,440.00) per year, to be paid in equal monthly installments of One Thousand Six Hundred Twenty and 00/100 Dollars ($1,620.00) per month payable on the first day of the month following the date that construction commences ("Obligation Date"). Assignee's obligation to pay Rent under this Assignment shall begin on the first day after the Obligation Date, and Assignor's obligation to pay Rent shall end thereon. G. The term of the Lease Agreement expires on the date five (5) years following the first day of the month following the month in which the Option is exercised (the "Expiration Date") and there are five (5) Renewal Terms of five (5) years each (the "Renewal Terms"). H. Rent is to be increased at the commencement of each applicable Renewal Term (as defined in the Lease Agreement) by fifteen percent (15%). 4. Survival of Terms. The representations, warranties and indemnities set forth herein shall survive the execution and delivery of this Consent and shall continue in full force and effect during the term of the Lease Agreement. 10. Binding Agreement. This Consent constitutes the entire agreement between the parties hereto with respect to the transaction contemplated herein, and it supersedes all prior understandings or agreements between the parties relative to such assignment. 11. Execution and Counterparts. To facilitate execution, the parties hereto agree that this Consent may be executed and telecopied to the other party. and that the executed telecopy shall be binding and enforceable as an original. This Consent may be executed in as many counterparts as may be required and it shall not be necessary that the signature of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of such counterparts. 12. Notices. Any notice, communication, request, reply or advise (hereinafter severally and collectively, "Notice") regarding this Consent shall be in writing and shall in accordance with the Notice provisions of the Agreement and shall be sent to the parties at the following addresses: Assignor: Crown Communication Inc c/o Crown Castle USA Inc E. Blake Hawk, General Counsel 2000 Corporate Drive Canonsburg, PA 15317 RE: BUN 807666/Site Name: W. Linda Vista, Marana Attn: Real Estate Department Phone: (866) 482 - 8890 Assignee: Tower Development Corporation c/o Crown Castle USA Inc E. Blake Hawk, General Counsel 2000 Corporate Drive Canonsburg, PA 15317 RE: BUN 807666/Site Name: W. Linda Vista, Marana Phone: (866) 482 - 8890 Lessor: Town of Marana 11555 W. Civic Center Drive Marana, AZ 85653 Phone: (520) 382-1999 [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the parties have executed this Consent as of the date and year first written above. ASSIGNOR: Witness CROWN COMMUNICATION INC. By: Print Name: David J. Tanczos Title: Vice President -National Site Development COMMONWEALTH OF PENNSYLVANIA COUNTY OF WASHINGTON SS: I, Sheila Osborne, a Notary Public within and for the State aforesaid, duly commissioned and acting, do hereby certify that on this day of , 2007, personally appeared before me David J. Tanczos of Crown Communication Inc., to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the Vice President -National Site Development of Crown Communication Inc. and duly certified to enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by himself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. Notary Public My Commission Expires: 11/13/10 ASSIGNEE: Witness COMMONWEALTH OF MASSACHUSETTS COUNTY OF SS: I, , a Notary Public within and for the State aforesaid, duly commissioned and acting, do hereby certify that on this day of 2009, personally appeared before me of Tower Development Corporation to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and acknowledged under oath that he is the of Tower Development Corporation and duly certified to enter into agreements on behalf of that entity. Moreover, he has acknowledged that the entity has executed the same as its voluntary act and deed and was voluntarily executed by himself, on behalf of said entity, for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. My Commission Expires: 11/13/10 TOWER DEVELOPMENT CORPORATION By: Print Name: Title: Notary Public LESSOR: ATTEST: ~~- '~.. own Cl APPROVED AS TO FORM: .r ~/,~ f ._ 7_ , __ , ~_- ~~~ ~~-~J.~y.1 r ~ ~'o n Attorney ~; TOWN OF MARANA, an Arizona municipal corporation ~,~ y~ , Ed Honea, Mayor Date: s` ~ ' ~ STATE.! GO~VIMONWEAL'I'H OF %~~rz~~il COUNTY OF ~~~ SS: I, ~iraNr< Mtal~'C,,i,~L.~!/z'Ui a Notary Public within and for the State / C-er~e~s~aal~h aforesaid, duly commissioned and acting, do hereby certify that on this day of /l1(p Y 2009, personally appeared before me ~(~ f~~~ti~~ (name of property owner), to me personally known to be the person who signed the foregoing Assignment and Assumption of Lease Agreement, and who, being by me duly sworn and being informed of the contents of said instrument, stated and. acknowledged under oath that he has executed the same as his voluntary act and deed and was voluntarily executed by himself for the uses, purposes and consideration therein mentioned and set forth. WITNESS my hand and seal as such Notary Public the day and year above written. 1 Notary Public My Commission Expires: ~` •C9 @8 NOTARY PUBLIC STATE OF ARIZONA Countyry of Pima DIANE MANGIALARDI M Commission Ex Tres March 17, 2012 EXHIBIT A COPY OF THE LEASE AGREEMENT OPTION AND GROUND LEASE AGREEMENT TO~~'N OF MARANA, ARIZONA THIS OPTION AND GROUND LEASE AGREEMENT (this "Agreement") is made by and between the TowN of MAttANA (Federal 'Tax Identification Number 8b-0331775) having a mailing address of 11555 W. Civic Center Drive, Marana, AZ 85653 ("Lessor") and CROWN COMMUNICATION~t INC., a Delaware corporation, with its principal place of business located at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317-8564 ("Lessee"). Lessor and Lessee are sometimes collectively .referred to in this Agreement as the "parties." 1. Definitigns. `'Ag_reement" means this Option and Ground Lease Agreement. `'Approvals" means all certificates, permits, licenses and other approvals that Lessee, in its sole discretion, deems necessary for its intended use of the Leased Premises. "Commencement Date" means the first day of the month following the month in which the Option is exercised pursuant to Section 4(C) of this Agreement. "Defaulting: Party'' means the party to this Agreement that has defaulted as provided for in Section 29 of this Agreement. `'Due Diligence Investigation" has the meaning set forth in Seclion 3 of this Agreement. "Easements" and "Utility Easement'" have the meanings set t'orth in Section 10 of this Agreement. "Hazardous Material" means anv substance which is {i} designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, {iv) lead, (v) asbestos, {vi) flammable explosives, (vii) infectious materials, or (viii}radioactive materials. "Em•ironmental Law(s)" means the Comprehensive Em~ironmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, i5 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or amended to date; the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, clean-up, transportation or release or threatened release into the environment of Hazardous Material. "improvements" means a wireless communications facility, including tower structures, equipment shelters, meter boards and related improvements and structures and uses incidental thereto. "initialserm" means a period of fve (.S) years following the Commencement Date. "Lease Term" means the Initial Term and any Renewal Terms. "Leased Premises'' means that portion of Lessor's Property consisting of a parcel of approximately 25 feet by 40 feet as described in the sketch attached hereto as Exhibit "B". The boundaries of the Leased Premises may be subject to modification as set forth in Section 4. "Lessee's Notice Address" .means c/o Crown Castle USA Inc., E. Blake Hawk, Genera[ Counsel, Attn: Real Estate Department, 2000 Corporate Drive, Canonsburg, PA 15317- 8564,1-866-482-8890. `'Lessor's Notice Address" means 11555 W. Civic Center Drive Marana, AZ 85653. "Lessor's Property" means the parcel of land located at 5541 West Linda Vista Boulevard in the Town of Marana, County of Pima, State of Arizona, as shown on the Tax Map of said County as Tax Parcel Number 221-06-0010, being further described as Block II of Hartman Vistas, a subdivision recorded in the Pima County Recorder's office at Book 55 of Maps and Plats, Pagc 42, a copy of said instrument being attached hereto as Exhibit "A". `'Non•Defaulting Party" means the party to this Agreement that has not defaulted as provided for in Section 29 of this Agreement. "Option" means the exclusive right granted to Lessee by Lessor to lease the Leased Premises pursuant to Section 2 of this Agreement. "Option Fee" means the sum of $500.00. "Option Period'' means the twelve (12) month period commencing on the date of this Agreement. "Renewal Term" means a period of five (5} years commencing upon the expiration of the Initial Term or prior Renewal Term, as the case may be. "Rent" means the consideration payable by Lessee to Lessor in exchange for the Leased Premises in the amount of S19,440.00 per year io be paid in equal monthly installments of S1,b20.00. Rent shall be increased at the commencement of each Renewal Term by an amount equal to fifteen percent (15%) of the Rent in effect for the previous Term or Renewal Term. 2. -Grant of Option to Lease. In consideration of the Option Fee paid by Lessee to Lessor upon Lessee's execution of this Agreement, Lessor hereby grants to Lessee the exclusive Option during the Option Period to lease, on the terms and conditions set forth in this Agreement, the Leased Premises. 3. Due Diligence lnvestiEation. (A) Inspection Rights. During the Option Period, Lessee shall have the right to analyze the suitability of the Leased Premises for its intended use. Lessee and its employees, agents, contractors, engineers, and surveyors shall have the right to enter upon Lessor's Property to inspect, conduct, per}'orm and {00011180.DOC / 2;(8005) Toxn of Marana/Crown Communications Lease Agreement I O/21f20t}8 6:36 PM -1- examine soil borings, drainage testing, material sampling, surveys and other geological or engineering tests or studies of Lessor's Property, to apply for and obtain all licenses and permits required for Lessee's use of the Leased Premises from all applicable go+•emmental or regulatory entities, and to do those things on or off Lessor's Property that, in the sole opinion of Lessee, are necessary to determine the physical condition of Lessor's Property, the environmental histor~• of Lessor's Property, Lessor's title to Lessor's Property and the feasibility or suitability of the Leased Premises for Lessee's use as defined in this Agreement, all at Lessee's expense (the "Due Diligence Investigation"). Activities conducted in connection with Lessee's Due Diligence Investigation shall not be deemed to constitute exercise of the Option or commencement of construction of the Improvements. (B) Temporary Access Road and Easement for Due Diligence Investigation. To facilitate Lessee's Due Diligence Investigation, Lessor hereby grants Lessee and its employees, agents, contractors, engineers and surveyors the right and an easement to construct and use a temporary pedestrian and vehicular access roadway from a public road, across Lessor's Property, to the Leased Premises. The, location of said temporary pedestrian and vehicular access roadway on Lessor's Property is shown on Exhibit "B''. Such construction shall pat be deemed to constitute exercise of the Option or commencement of construction of the Improvements. 4. Termination and Exercise of Option. (A) [Reserved.] (B) Rieht to Terminate Option. Lessee shall have the right to terminate this Agreement at any time prior to the expiration of the Option Period by sending written notice of termination to Lessor. (C) Expiration of Option Term; Exercise of Option. If, upon expiration of the Option Period, Lessee has not exercised the Option, this Agreement shalt terminate. Upon such termination, neither party shall have any further rights or duties hereunder. Lessor shall retain the Option Fee. Prior to expiration of the Option Period, Lessee may exercise the Option by either {i) providing written notice to Lessor of such exercise or (ii} commencing construction of the Improvements. Upon the Commencement Date, the Lease Term shall commence and the Easements shall become effective. 5. Lessor's Cooperation. During the Option Period and the Lease Term, Lessor shall: (i) cooperate with Lessee in its efforts to perfornt its Due Diligence Investigation and to obtain all of the Approvals, including all appeals; and (ii) take no action that would adversely affect the Leased Premises. Lessor acknowledges that Lessee's ability to use the Leased Premises is contingent upon Lessee obtaining and maintaining the Approvals. Additionally, Lessor grants to Lessee and its employees, representatives, agenu, and consultants a limited power of attorney to prepare, execute, submit, fle and present on behalf of Lessor building, permiriing, zoning or land-use applications with the appropriate local, state and/or federal agencies necessary to obtain land use changes, special exceptions, zoning variances, conditional use permits, special use permits, administrative permits, construction permits, operation permits and/or building permits. Lessor understands that any such application and/or the {Door i tao.floc i 21{BOOST requirements thereof may require Lessors cooperation, which Lessor hereby agrees to provide. Lessor shall not "knowingly'' do or permit anything that +vill interfere +vith or negate any Approvals pertaining to the Improvements or Leased Premises or cause them to be in nonconformance ++•ith applicable local, state or federal caws. Lessor agrees to execute such documents as may be necessary to obtain and thereafter maintain the Approvals, and agrees to be named as the applicant for said Approvals. 1Vothing in this Agreement shall in any way interfere with Lessor's regufatory authority over the Leased Premises and the Improvements, and Lessor shall have the same right to consider and approve or deny land use, building code, fioodplain, and other applications for the Leased Premises and the Improvements as if Lessor were dealing with real property not owned by Lessor. b. Authorized Personnel List. Lessee acknowledges that Lessor's Property is used for the storage and deli+•ery of potable water and other sensitive municipal purposes. For security .purposes, Lessor shall provide Lessor with a list of the names of all personnel who are authorized to enter onto the Leased Premises pursuant to this Agreement. The list shall be updated whenever a change of personnel occurs. Lessor is authorized to block entry to any personnel whose name is not on the list. This Section shall be interpreted as a right, but not an obligation, of Lessor to police or restrict entry onto the Leased Premises. 7. Lease Term. Effective upon the Commencement Date, Lessor leases the Leased Premises to Lessee for the Initial Term. The term of this Agreement shall"automatically be extended for five (5) successive Renewal Terms, unless this Agreement is terminated pursuant to the provisions set forth herein. 8. Rent. Beginning on the Commencement Date, Lessee shall pay Rent for the Leased Premises. 9. Leased Premises; Survey. Follo+ving exercise of the Option and completion of construction of the wireless communications facility on the Leased Premises, Lessee shall provide Lessor with a copy of an "as-built" survey, which shall depict and identify the boundaries of the Leased Premises and the Easements, and replace and supersede the sketch attached hereto as Exhibit "B". The "as-built" survey shall be deemed to be incorporated into this Agreement as Exhibit "C" even if not physically affixed hereto. The description of the Leased Premises set forth in Exhibit "C" shall control in the event of discrepancies between Exhibit "B" and Exhibit "C". 10. Easements. Conditioned upon and subject to commencement of the Lease Term Lessor grants the following easements and rights-of-~vay over, under and upon Lessor's Property to Lessee, Lessee's employees, agents, contractors, sublessees, licensees and their employees, agents and contractors: (i) an easement over such portions of Lessor's Property as is reasonably necessary for the construction, repair, maintenance, replacement, demolition and removal of the facility to be located upon Leased Premises; (ii) an easement over such portion of Lessor's Property as is reasonably necessary to obtain or comply with any Approvals; (iii} a thirty fool (30') wide easement in the location shown in Exhibit "B", as may be amended by Exhibit "C", for construction, use, maintenance and repair of an access road for ingress and egress seven (7) days per week,twenty-four i24) hours per day. for 10/21/2008 6:36 PM satrsfacgon of any Town of Marana/Crown Communications Lease Agreemen[ -2- pedestrians and all types of motor vehicles, to extend from the nearest public right-of--way to the Leased Premises; and (iv) a utilit}• easement (the '`Utility Easement") in the location shown in Exhibit "B", as may be amended by Exhibit "C", for the installation, repair, replacement and maintenance of utility wires, poles, cables, conduits and pipes, provided that in the event that any public utility is unable or unwilling to use the Utility Easement in the location shown in Exhibit "1B". as may be amended by Exbibit `'C", at the sole option of Lessee Lessor sha(1 grant an alternate easement either to Lessee or directly to the public utility at no cost and in a location acceptable to Lessee and the public utility (collectively, the "Easements"). TO HAVE AND TO HOLD the Easements for the purposes provided during the Lease Term and thereafter for a reasonable period of time for Lessee to remove its improvements. 1 I. Lessee's Right to Terminate; Effect of Termination by Lessee. Lessee shall have the right, following its exercise of the Option, to terminate this Agreement, at any time, without cause, by providing Lessor with one hundred eighty {180) days' prior written notice. Upon such termination, this Agreement shall become null and void and neither party shall have any further rights or duties hereunder, except that any monies owed by either party to the other up to the date of termination shall be paid within thirty (30) days of the termination date. 12. Use of Proneriy. The Leased Premises, the Easements shall be used for the purpose of constructing, maintaining and operating the lmprovements and uses incidental thereto. Lessee may place a security fence, around the perimeter of the Leased Premises. Ali Improvements shall be constructed at Lessee's sole expense. Lessee will maintain the Leased Premises in a safe condition. It is the intent of the parties that Lessee's wireless communications facility shall not constitute a fixture. 13. Removal of Vegetation. Lessee has the right to remove vegetation from Lessor's Properly which may encroach upon, interfere with or present a hazard to Lessee's use of the Leased Premises or the Easements. Lessee shall dispose of any removed vegetation. 14, Hazardous Materials. (A} Lessee's Obligation and Indemnity. Lessee shall not (either with or without negligence) cause or permit the escape, disposal or release of any Hazardous Materials on or from the Leased Premises in any manner prohibited by law, Lessee shall indemnify and hold Lessor harmless from any and all claims, damages, fines. judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys' fees, and consultants' and experts' fees) from the release of any Hazardous Materials on the Leased Premises unless caused by Lessor or persons acting under Lessor. {B) Lessor's Obligation and Indemnity. Lessor shall not (either with or without negligence) cause or permit the escape, disposal or release of any Hazardous Materials on or from Lessor's Property or Leased Premises in any manner prohibited by law. Lessor shall indemnify and hold Lessee harmless from an and all clams d f d t It Premises if caused by Lessor or persons acting under Lessor. 15. Real Estate Taxes_ Lessor is a government entity that is not obligated to pay real estate taxes pursuant to curcent Arizona law. Lessee shall pay any and all real estate, personal property, or in-lieu taxes relating to Lessee's use of the Leased Premises, including without limitation any Government Property Lease Excise Taxes (see Arizona Revised Statutes § 42-6201 et seq., as they ma}• be amended) attributable to the Leased Premises and/or the Improvements constructed by Lessee. Violation of this Section by Lessee is a material breach of this Agreement. 16. Insurance. Lessee, at Lessee's sole cost and expense, shall procure and maintain on the Leased Premises and on the Improvements, bodi}y injury and property damage insurance with a combined single limi- of at least $1,000,000.00 per occurrence, which shall insure, on an occurrence basis, against all liability of Lessee, its employees and agents arising out of or in connection .vith Lessee's use of the Leased Premises, •all as provided for in this Agreement. Within thirty (30) days following the date this Agreement is entered into, Lessee may, at its option, (i) provide Lessor with a certificate of insurance evidencing the coverage required by this Section, or {ii) provide electronically to Lessor a uniforcrt resource locator link to access Lessee's memorandum of insurance web site evidencing in order for Lessor to review the coverage required by this Section. In addition, at all times during the performance of its Due Diligence Investigation and during the Lease Term, Lessee, at its sale expense, shall obtain and keep in force insurance which may be required by any federal, state or local statute or ordinance of any governmental body having jurisdiction in connection with the operation of Lessee's business upon the Leased Premises. 17. Reserved . 18. Emitieat Domain. [f Lessor receives notice of a proposed taking by eminent domain of any part of the Leased Premises or the Easements, Lessor will notify Lessee of the proposed taking within five (5) days of receiving said notice and Lessee will have the option to: (i} declare this Agreement null and void and thereafter neither party will have any liability or obligation hereunder; or {ii) remain in possession of that portion of the Leased Premises and Easements that will not be taken, in which event there shat! be an equitable adjustment in rent on account of the portion of the Leased Premises and Easements so taken. With either option Lessee shall have the right to contest the taking and directly pursue an award. 19, Mortgages. This Agreement, Lessee's leasehold interest and the Easements shall be subordinate to any mortgage given by Lessor which currently encumbers the Leased Premises, provided that any mortgagee shall recognize the validity of this Agreement in the event of foreclosure. In the event that the Leased Premises is or shall be encumbered by such a mortgage, Lessor shalt obtain and furnish to Lessee anon-disturbance agreement for each such mortgage, in recordable form. [f Lessor fails to provide any non-disturbance agreement Lessee shall have the right to seek and obtain a non~isturbance y t amages, mes, ~u gmcn s, pena tes, costs, agreement. liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys' fees, and 20. Sale of Property. Any sale of all or pats of Lessor's consultants' and experts' fees) from the presence or release of Property during the Option Period or the Lease Term shall be any Hazardous Materials on Lessor's Property or Leased under and subject to this Agreement. (0001 l 180.DOC ! 2!(8005) Town of MaranalCrown Communications [.ease Agreement -3- IOI21/200fl b:36 PM 21. Surrender of Proaerty. Upon expiration or termination of this Agreement. Lessee shall, within a reasonable time, remove all Improvements and restore the Leased Premises as nearly as reasonably possible to its original condition. 22. Recording. This Agreement shall not be recorded. However, Lessor agrees to execute and deliver to Lessee a Memorandum of Agreement in the form attached to and incorporated by this reference in this Agreement as Exhibit "D" and acknowledges Lessee's right at Lessee's sole option and cost to record the Memorandum of Agreement in the office of the Pima County Recorder. 23. Hald Harmless. Each party shall indemnify and defend the other party against, and hold the other party harmless from, any claim of liability or loss from personal injury or property damage arising from the use and occupancy of the Leased Premises or Lessor's Property by such indemnifying party, its employees, contractors, servants or agents, except to the extent such claims are caused by the intentional misconduct or negligent acts or omissions of the other party, its employees, contractors, servants or agents. 24. Lessor's Covenant of Title. Lessor covenants that Lessor holds good and marketable fee simple title to Lessor's Property and the Leased Premises and has full authority to enter into and execute this Agreement. Lessor further covenants that there are no encumbrances or other impediments of title that might interfere with or be adverse to Lessee. 25. interference with Lessee's Susiaess. Lessee has a non- exclusive right to construct, install and operate wireless communications facilities that emit radio frequencies on Lessor's Property. Lessor retains the right to permit the construction, installation or operation on Lessor's Property of any additional wireless communications facilities; provided, however, that Lessor shall not permit the construction, installation or operation on Lessor's Property of any equipment or device that interferes with Lessee's use of the Leased Property for a wireless communications facility unless that equipment or device primarily serves or benefits public safety (police, fire, ambulance} communications. if Lessee is unable to continue to operate its facilities on the Leased Premises as a result of Lessor allowing public safety communications on Lessor's Property, Lessee's sole remedy is to exercise its right to terminate this Agreement under Section 11 of this Agreement. 26. Ouiet Eniovment. Subject to Lessor's rights set forth in this Agreement, Lessor covenants that Lessee, on paying Rent and performing the covenants of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Premises and Easements. 27. Lessor's Lien Subordination. It is the intent of the parties that Lessee's wireless communications facility shall not constitute a fixture. Lessor hereby subordinates any and all liens, whether statutory or under common taw, with respect to any of Lessee's property, and any property owned by any sublessees or licensees of Lessee, now or hereafter located on the Leased Premises. 28. Title [nsurance. Lessee, at Lessee's option, may obtain title insurance on the Leased Premises and Easement. Lessor shall cooperate with Lessee's efforts to obtain title insurance by {oool 1 t8o.noc i 21(BOOSI executing documents or obtaining requested documentation as required by the title insurance company. 29. Default. In the event that there is a default by Lessor or Lessee {the "Defaulting Party") with respect to any of the provisions of this Agreement or Lessor's or Lessee's obligations under this Agreement, the other party (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 thirty (30) days in which to cure any monetary default and sixty (60} days in which to cure any non-monetary default. The Defaulting Party shall have such extended periods as may be required beyond the sixty (60) day cure period to cure any non-monetary default if the nature of the cure is such that it reasonably requires more than sixty (b0) days to cure, and Defaulting Party commences the cure within the sixty {60} day period and thereafter continuously and diligently pursues the cure to completion. The Non-Defaulting Party may not maintain any action or effect 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. 30. IReserved.l 31. Aaalicable Law. This Agreement and the performance thereof shall be governed, interpreted, conswed and regulated by the laws of the State of Arizona. Tfte parties agree that Pima County, Arizona shall be the venue for any litigation regarding this Agreement. 32. Assignment. Sublease. Licensing__a_nd Encumbrance. Lessee may not assign, or otherwise transfer all or any part of its interest in this Agreement or in the Leased Premises without the prior written consent of Lessor; provided, ho.vever, that (i) Lessee may assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any successor-in-interest or entity acquiring fifty-one percent {51 %) or more of its stock or assets, subject to any financing entity's interest, if any, in this Agreement, and (ii}Lessee has the right, at its sole discretion, to sublease or license use of the Leased Premises, Easements and Improvements to communications companies for the purpose of placing and maintaining communications facilities on or in the Improvements. Upon assignment, Lessee shall be relieved of all future performance, }iabilities, and obligations under this Agreement, provided that the assignee assumes all of Lessee's obligations under this Agreement. Lessee shall promptly provide Lessor notice of sublease or license, including the lessee's or licensee's contact information, so that Lessor may at all times be apprised of those who are authorized to enter the Leased Premises. Lessor may assign this Agreement, which assignment may be evidenced by written notice to Lessee within a reasonable period of lime thereafter, provided that the assignee assumes all of Lessor's obligations under this Agreement. This Agreement shall run with the Lessor's Property and shall be binding upon and inure to the benefit of the parties, their • respective successors, persona) representatives, heirs and assigns. Notwithstanding anything to the contrary contained in this Agreement, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without notice or consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Lessee (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations 10!21/2008 6:36 PM Town ofMarana/Crown Communications [,ease Agreement -4- evidenced by bonds, debentures, notes or similar instruments, or (iii} has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. Upon request to Lessor from any leasehold mortgagee, Lessor agrees to give the holder of such leasehold mortgage written notice of any default by Lessee and an opportunity to cure any such default within fifteen (I S) days after such notice with respect to monetary defaults and within a commercially reasonable period of lime after such notice with respect to any non-monetary default. 33. Miscellaneous. Entire Agreement. Lessor and Lessee agree that this Agreement contains all of the agreements, promises and understandings between Lessor and Lessee. No oral agreements, promises or understandings shall be binding upon either Lessor or Lessee in any dispute, controversy or proceeding at la~v. Any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the parties hereto. Captions. The captions preceding the Sections of this Agreement are intended only for convenience of reference and in no way define, limit or describe the scope of this Agreement or the intent of any prevision hereof. Construction of Document. Lessor and Lessee acknowledge that this document shall not be construed in favor of or against the drafter by virtue of said party being the drafter and that this Agreement shall not be construed as a binding offer until signed by Lessee. Notices. All notices hereunder shall be in writing and shall be given by {i} established national courier service which maintains delivery records, {ii) hand delivery, or (iii} certified or registered mail, postage prepaid, return receipt requested. Notices are et7ective upon receipt, or upon attempted delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for accomplishing delivery. The notices shall be sent to Lessor at Lessor's Notice Address and to Lessee at Lessee's Notice Address. Partial Invalidity. If any term of this Agreement is found to be void or invalid, then such invalidity shall not affect the remaining terms of this Agreement, tivhich shall continue in full force and effect. Cancellation for Conflict of Interest. This Agreement is subject to A.R.5. § 38 51 1, which provides for cancellation by Lessor in certain instances involving conflict of interest. IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as of the 2161 day of October, 2008. ATTEST': wn Clerk t~ / APPROV A TOE RM' ~' / ._ r ai/ / T ~ Attorn 4J Witness ~~rillmcl~ t~1~-~Ft_~ 1-1 S~rT•EOF ~ENdSy.jVl~NJj~ County of ~~51---~(71 ~1~ LESSOR: TOWN OF MARANA, an Arizona municipal corporate ay: Ed Honea, Mayor Date: / l ~ ! 8 ~ 01 bC7S -.-~, LESSEE: CROWN COMMUNICATIONtpINC., a De are corporation 13y: Print Name: { ' o Print Title (if any): - Date: ~aryt~r q The foregoing instrument was acknowledged before me on ~, 200$, by ~Ja~+d~. ~ 1 ar1-zos , the . - I1a~~ ~ S1~'t? 1~f~mi' of CROwN COMMUNICATIOtt~~[rlc., a Delaware co oration, on behalf of the corporation. COMWtONWEALTH OF PEkNSYI.VANW My co m' sion expires: Notada! 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I 1 - I r.r' ao' m +rm~ .rm /f 1 ~ 1 1 1 III s n»nr r w IY .• • r ne rr 14t ~ l' ,q y g B s av r „..»• ii+ ~6 l l r III ~ ~* I " ~ ~ ~1 4 +IR',~ ~y' C~ ( ~ ' ill 1 . • • + • /a 1 III r r» a r ia» ~ . i 1 ~ srr» r Te-r'~-- - ~~ .~ ~ 1 ~ III ~~~ ~ i ~ III III ; ~' ~ m * .a ~ -.~ c ~ ~' / 9 ° / g ~ I 1 I 1 I I III _ ~ ~~ ~ ~ _ 6~ ~ J' ~ ~ ' III ~` ` • ,c .rl III a. I I _ ,, c Q/ 4 / III s jg C ~ /~ 9300-N. ~i1 ~~ ~~ ~~ 4 1~ ~~~~ g' ~y ~~~ x~~-~ ~ ~~ ~~~~ z ~~ ~-~~~ < g a R ~ ~~ N • • ~~~~ r III ~ / ,?a r -- •@ i I I I ' I I + L41 I 1 i I I ~ f I ~ t I ~1 ' I I _~_ ~~ i i -Q 0 0 /t' r ~ M ~ i / ~~~ ~~~ i~ t { ~S~ ~ A 1 1 ~.!!~ ~ a' +° ~, 1 ~ ,~ ~~ ~..~ . avroo+~m 1 ____________________~`i:~i iAATQ~ LNE SEE SHCET H 1 Ul I ~. ~~ cn o ~~ ~ ~ ~~ tt r '` S ~ 11~ ~i ~~~~ ~ 800` "~`'"%^^r• (~~ ~~ ~ ~ ` to r •, C~ 4 'V a '~, t nj _ Y ' •r'~ ~ ' \ ~~\ r(~ ~ . ° ` ~~- nom, ~y s n:m' y; cy7 Y_ a~ r• v rtp k ,f~, lY • v - f I~ ~ L r r ~ ~~ ~ ~ n1A0' fgAp' ~~ - / A.II' ~ Y nV 4. LI ., T 6 k pr ~ ~ Sp ~~ I / g n1 ' ~ YI ~~; sme~ss' ,nor ~ '!~ ~~ aW ~~` ~% ej~ ~~ $ ~s; \ ~~ ~~~ ,g ,n.os' • ~ 1~.1 IL e~ ~ nine ~ „im' i a .,~ 4 ~+ I~ ~ L g • ~ Y W ~ I • ~ e ~ryy „tw u.oY ~ i. a18G ~ ~ s eta CV. fl - ~0N1 '~1~G t1 ,rtm~ .I ~ nuc ~ LN ty! I rl $ ~ "~' ~: / L e "„m ~ i 9 I u.m !+ I / \ smex't,rim~l ~~~ $~ty' ^~ a ~ ~~ ~ ~g Z1 ~ ,~pN ~ff :~ j~ ~.'•5~ 4 :N :L ntm' bb~~ Gl i I~I* ~ ~ .c- t'A 5a•_, .,~ o p~~ ~' ~ (~ m ~ o '„:Ar m ~~ ~ _L~ is ~ o` b C ~ ~T I ~ ~y ~ QQ$ a r^ E' ~\ ~\'m' ~' ` 'w~y0 ~~~ ~ ( ~I • ~~ H ~ :1~0 0 ~ ml sms~ss-r• n ~ .tzts's,s us .~fy ory n m \ i ~•. 4 Hasa' d C ~ O ° I I ~ n~ u I s a~ d, Ltd a*' a• ~ it ~* `4•'' ~a ~r ~~~ ~^S t~ I ,1L~:~ ~ g~ I¢ C~ ~ f lt~! g\1~ ~lrr L . vssv • ,asa' gn +.m ~f's Z` ~ Vt ~. •~ i I L~ 6~ ~ I me r,u. I 'lllttss _ "~~` , ~ ~ : I~ 8 ,,,im I I ~I ~ ~~ L r ~ I t: it , a I i! "' .~ ~~ ' i Il r UA ,• / ~ I ~ w, P ~p ~p , p r m $ ~' ura ~} r C 18 ci ~ CUI tt ~• _ ~ ' , im' ~ g a d~ q C I E Qy ~. 9^9) ~ ..~ ^ irsrsr • ws mn•sri an'n' is.se' $ s trnv' n no ~ it ~ ~,/Tr j ~ w ,.~ a v 4 _ L~Ja~ ~ ~~ ~ ~ ~, a ~ ni ~ V ~t I ~r ~~ z I~ ~ r ~ ' ~ ~ 6N tt ~ ~ 41 " °~ L C~ }4J "d t:~ Y ~ tt L~ k t;~ fl C~ C~ ~ C° ., L C ~ ~I 7 ~ f' ~ ~~ ~ [• J1 NAY M.17' N]n' y97- w.'O ;, ~ ~ .~' ' R ~ ~ •Q` N O ~ ____ - ~3.n _ _ _ _ `' + - _ "~,um' - --- ~ \ \ srl -.c, s .n to _ ~ . ~~Qhh ~ ( ~-s riuwse~ r N. ~ ~~wcf '~ ~i'AA59~DPi~li OFiIVE ~ ~ ~' 'R Ai~ ~ MATOIINE SEE SHEET 9 EXHIBIT A ~ W ~ E~HI~IT A O y~ ~~ y z `~ -... F ~ ' s- -'~. Y ~ ~~~ ~t'ub d,.b s` I~'~ n \\ \g y+a ~s f .8 ~ ~ ~'~. g I ~ ~ ;~ A , f~ a \ ~ ~~~,~~ ~~~t yea z I Y4f ` ~ W ~ \ , ~•^u`F r .ui Eye '~V '4 '~ 5600-Vd~~ ,~'\. '. ,d x~ yr a U1! a 1 t y rQ1 1 r\ .. ~p ''~4. g ~.~ ! 1'tl s ~` ' ~~ `r L $ Q I "'~ 1 ~~ ~; c n„ ~W ~1 l~t~ i : ~~ 1 G II ~nw T~ K c I( ~ ~~ ~ 1 m ! t Y 1 ~I 0 ~~ 4 ~ ~ I, ! rt ~7A7p s r,w:,• ~ ,ma f1 , 1 I ^") C 1 ~ ~a¢ ~$~~ $~ ~~ a el ~1$ ~ C~ ' ~$ c~ ly' I CZ 1 f4 j3 C~~c~ u'rr imm'I I 1 m ! ,,,a.' fi 1 ~ 1 r e 1 m ~'v ~ v$ C 1 1 i j ~>, ~ ire n ,yam ! s o I I R I I w,rnr wsn~ • a, . +em `I { n • ~e,Y~r • ,n.er I ao 1 ~ ~,~., ~~! ! k r ~ a ~ € - I ., i \ ~ yI .\ ~ '~Q ~ '. ! ! F a'rl ' ,q 1 ~~ C~ C~ li i $I MOI ~~ ti ' ( _ 4 y` - V V N . N ~,f. Y C ! ~' j~ I. ` ~ p 4 a G i~ ! !~ ~~ :rr am a ~ ~I ~ is~ ` r r~ \ 1 C u ~ • 75 PUKE awn1 ;, x . ~ •ar . ,a,.s ~ ~ \ _h Y ~ ~ of j,, ('\ ', YI4 4 ~u t(' ~? - - _ Fijl jl y s ~ •= aro ~ 1 4 3d I . moor" oa' ~ ~ \ ai, y ~ ~ \ \ 'aa ~~» ~~~ D ''~4`. ' ~•, , t'`` ` ~ ' is _ ~o ~y ~~ 4 d~~~ - ~ z Z 1 W. _ ~ ~ ~ ~ MATQI lNE ~ .. ` ~ SEE SKEET 5 ~ _ ~ ~ ~ .~ ~ J ~T ~ ~ Di ~ s _ ~ ~ o ~ 8ml ,,~ r ~~ ~ o $"c I ( $ `r ' ~~ "1 s ' ~ Ip J;g F o ~ ~~ I I~ ~~~ y ~ a +rr ~ - I ~ I f /J~ ~ Q ~a ~,4 / ®~ ~ I T.,'= ,ti, ~" ~~ r0i /~ V/9 / ° Cg ''ti'e. ~ 9400-N. ~~ I I sw •n•c ,aoo' cw « i1 . ~ / y~' .C/ ra . ~ I I ~_ 'h `~` 1 w~~ d ~~~ c` r a ,? ~ .,, s i "' 3 ~+~ yp t ~ ~, ~; ~~ X84 ~~ N F~~ ~ E ~ om -m.ar ,i.~•` ~"' ~ jpi ~~ /k, _ CAD 'a /a~/l~ YM I 1 Y . Ana'»• c rw' . -~/y1'!~ - (~~ \ 'ti'~.-~7t n >• / ~!j /b Is wrTf+ c ,n.m sCy'~'~ ~•' i i + _ '"" ~ . / /p9' E I +Z ~ a d g~ 1g' ~F ~~ Q / c. ~ • ` I I ~a ~ N "sf~ y~ ..ro~ ~ 4 _ ° I ~ I 1 t7~p : ~$ ern. . ~b [~ + ~ ~ \ ~ u~ ~ ~ ~ g I f „: ~ I ~> t as ~ ai _• I~ ,a ,~.r#' ~ ~• \ ~; ~ ~= ni g I I ~ W ~ i ~ C + C r `~ 1 pv ~t 8 -~ = "/ ~~ a I I ,. I ' -,m ,a,r' ' lam' ~ • ~ _ „1 I I ~ ~ ~ _ I ~ C~ s Ka }~ "1 ~ iG ~ ~I I C ~ U`' I „i'i'-ir~iSs• i ~ wry` z /! I ~ ~ ~_ • ~ . #~f ~ I I I I r7N I ~ ~~ a ~ ,~ ,mop+~ i I I I: ,,u ~ f~ ~ a e~ ~ I I I - ~~~ ' !` I ~ W I ~ I ly' S V + ~ V ~ ~ C I IY I C .ac C ° ~, .' r ~p ,, ~. s ~_ , 1 I , ,•- ~d ~ a 9 ~ ~ I . I ~ rr c „: I I1 I a rr r usu. !~ ~ >r~ ,~ : D~ ja Y~ ~~ I I I - =~4Q ! wi f~C~- t __ ~a~~~ ~ ~~ 199 ~ D I I I rr ~~ 's' ~ - -:~' ~' s3 1 ~y ~~~ ~ Z ~• I I y "' r~• rse' Sao/ ~ ~~ ~ ~'~ ~~~ , ~ Y ~ r~ < ~ ilr'arae'"tT-~ r arr,r air'~u~i -!- ~ i - ° ~', V C s s 'I~ r g I I a wrx• ~~~~! E. !^ ~ L ~ _ ab R ~~~~N ~ 31 ~ a+ ~ i~ 8 s~ ~~ ~'~' ~ ^~ ' I C - C C - K ~ e, p ~~~ ...~I ~ I~ ~ ~ s rsrr• [ o EH I SIT ~ r ~o 0. 0• 5~ ~r A ~? ~~ ~~ y ~ ~f~ ¢~ l~ i ~~d aIa ~~6 ~~ g' _ ~~~~~ ~~ ~ ~ ~a ~~'~; ~~~~~~ Z ~~ ,~~~ Y~'-N1 ak ~ ~~•~N ~~~ EXHIBIT A 'r Y ~ `1 1~ 1 rrrYYY~~~ ~ ~ ~~ r ; 1 1~ 1 1 Q~ 4 1 ~• I 10 ~~I 1 G 1 ~~ ~ 1 :~ ~ ~' c ~i ( 1 {~ I 1 Ea 1 ~~~ 1 .~' ~` 1 ~ c "~1 y ~~ 1 1 4 i I v 1 1 1 ~ 1 t° 1 ~ 1~ !L i 4 i ~~ 1 ~~~ 1~ ;~ ~~b 1~ t ! I ~~ 1 I~ l ~ ~~ I 1 / 1 1 I :~ 1 ~/ 1 •~ 1 i ~ ~ ~~ 1 I~ ~ i 4 ~~ 1 ~; 1 -~, V a ~ EHiBIT ~ ~. O ~` °o a ~ `, i 3rr, tol~+ri` Z x~ i ~, _ ~- ~ ro'r .. „ _~ ~~~ ~%'~~ ~ ~ 5500-W`` -__ ql E s. ~ :` ~ ,:8 1! i ~-~- ~ ~ ,~ .:€ '~ ~~~ s ® ~~ ~:~_~ . ~~ ~ ~a9~ ~_ ~e 'r r i tC ` G ~ ~ ~~~ _ ~ ~ ~ o9e T P q` fs ,& ~ Yb~ C ~~~ I ~ L7 lil~ ~ C. ~~ ~ i a~ 0 t ~~ y~l~ ~ ~^ e ~ e 3 I~ ~ ~ ~ t ~_~ ~ ~ ~ i a~ ar I ~ i ~ ~jj ATA7 {l{If M mC0 14 L----------- ----- ~` 5400-W. ' ------- ~__., '~,----L-- . ~ . meom• c wi.v (p d~ ~~ ~~ ~ ~ ~~ ~g~~ z ~r~~~~~< Ra a ~~~~N d ~ ~ ''~ 0. ~• ~`~ a` ~~ r ~I~ '~ i y 6 yy ~~V ~9~ EXHIBIT A ~~ ~? 1~AATQi lNE SEE $NEEf S J ~ ~ ~ ~ _ .. MATOi 1.N@ SEE SFIBET 12 1 tD ~ - ~~. I ~ j ~ ~ ~ l~ O ~ ~, ~ ~ ~ ~. ~ I ~ \ {{ S i ~ \, sj ~~ ~ ~( ,~~ ~ R \ '~ i ~ ;8 ~ ~ ~ ^~~ ~~ ~ ~~: \~ 1 ~~~' wlEj `, 5600-W. ,~ ~' ~$~ ~~ ~ ~ ~ ~ ,1 ~~ t ~ ~. ~ ~~~ ~~ 4` ~' `, ~~~ ~ _~ ~~~ ~ ~ E! ~ i4s ~~ -o s~ ~ ~ ~~ ` ~ to .~, ,~ ,~ ~e ` ~~ ~~ g~ _ `~ ~ ~ ~ °~ ~~~ o ~, ~ ~. ~~ ~~ is 4~'~~ ---~- ``: ;~ ~s~~~~ z 5500-W. ~`+'w~`r~,,y„~,- o ~ ~~ ~~~~ ~s a ~~{~~ d ~ ~ i .~_.,_ i i ~~ © ' o; Z) ~~~ I ' ~: <7 ~G ni I ~; a~l~ ' ,~~> ~ ~~!~ , 3: ,~ , i ~~ ~ , I~ , $ ~ , ~~ I , i i. -- -I -~- ~Z ~® /~ F++ ~• N ~~; ~~ F ~~ ~ 6 ,n ~ ~~ a ~~ ~ d ~~ F~y ~~~ EXHIBIT A 1 ~~~ ~° P~ Q~ 1~~ ~ ~a ~~ ~~ ~ ~~~ ~~ z ~~~~ ~ ~ "i ~~:N ~~ ~~~ ~~~ Q ~ ~ ~~{~~ - ~ ~ d~ ~ ~~ ., :iucv"....~.. '- :~;r:~`M 5800-W . _ ~ ~ ~'~ ~,.,r ~ ti i "= ,.~ ~~ I ' ~ \ C ~ ~ f p¢~~ ¢ ~ ~ $gQQ ~ Y' , ~~ .M 4' ~`~ c~ ~8 ' `' M~ 6 ~ ~ ~, ~_~ t„r<,,~~ n T ~ 1 a~ ~ C~~ ~ 1 a 1 0 H <'' :~ ~ ~- ~ ~r5 ~ 7 t+ 1 \ 5700-W ~`0 i ~. i ~~ ~ ~ ~ `~= ~ ub ~~ r'!.,~ ~ ~~~ 1 1 ~~~ wro+ u~ scf sr~r n ~~ a.m I 1 ~~ 9~i M~C~ i i ~l O ~ O '~ z i ~C L~ C' ~C) 1 f'1 ~C7 (~ ~~ 6 ~ ~ f~l~ >• 4 a~; ~ ~a,~ [~ -{] , 1 FFFSiet =s8GF5 EE&9&9 4~ ~A ---- ----n a a:an ~ ~® ~, 4 ~~ =~~~+1~~~ s~^1;1~~~~ ~` ;1~1~1~~:11~;i~=1~~ ~ ~I~~I-"~, , ~~~'1~~ ~ ~V ~ ~ t~- ~. O ~~ ~~ c ~~ r ~~ x :? ~ ~s - '! s ~~ ~~ 6 ;~ ~~~ ~~ ~s ~9Q {jt ~• . ~~ Y o ~~~ ~~~~ p$~ ~_ ~ ~ ~~~~ z ~;. ~.~~ ~ A ~~~~iN! ~ ~ ~~ ~ `~~~ .;,suao:a~~~ ^ avoo'u' a naw' Ih ~' o.N ~. C./l 'C ~.,,~ ~~ G 4~ va.. ~ r. ` \l V \ ~„~ ~~ ~~ 1 t ~~ 4.~ n ~~ ~~r ,~ [~~ ~, ~, ~~ ~';~. ~~~ ~,~ :~~ -o `, ~ ` x 5700-W. ~ ~ ~~ << ~ ' \ ~ ~ ` ~ ~~ \ ~ ~~ ~ ' ~ I ®p000©DOOO^ ------~ 1~ r: ~~ ~ ~~~~#s~g ~ ~ '4 >saaa ~~ ~~~ Q $~ ~`~ i x~~aa~~° s ~ ~ ~ ! B ~ g; ~ ~ `~~ j $do3 ~ "~ ~~ I~ ~ ? ~ ~ t + Y Y ~~` i x~ ~~~ ~~`~~ EXHIBIT A. ~~ ~ uu I 1 i I 1 :fl I :.J1 I ~ I ~ ~ i t Z I i 1 f t~ 1 'S I ~~~ ~ I ~~` 1 ~i '~ I i ` ~n ~ ~ ~~' i II r~~ I `. 1 ~~ 1 1 I 1 1 1 I 1 1 I I I I I I I I I I ...... J - ~~ EXHIBIT A ~D~,.~ ~V 0. tlO • {8 3 ~3 S 33 Y ~S g :: i ~~ ti~ F ~~ t o`~ t t ~~ C ~~/+ \t. ~~~ 6= ~; ~~~ @ _ fi 3 3 3 .~ 4 B E ?8 »£ $ $ $ $ EG _$ F: Fi at £ 8i g 4 E e 8 a9 8_ - - -- - -. 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Attn: Real Estate Department 2000 Corporate Drive Canonsburg, PA 15317-8564 MEMORANDUM OF LEASE APN: 221-06-4010 THIS MEMORANDUM of LEASE is entered into on this 21 ~' day of October, 2008, by and between the Town of Marano, an Arizona municipal corporation, whose address is 11555 W. Civic Center Drive Marana, AZ 85653 ("Lessor") and CROWN COMMUNICATION, INC., a Delaware Corporation, with its principal place of business located at 2000 Corporate Drive, Canonsburg, Pennsylvania 15317-8564 ("Lessee"). All of the following are provided for more fully in the Agreement: 1. Lessor and Lessee entered into an Option and Ground Lease Agreement ("Agreement") dated as of October 21, 2008, for the purpose of Lessee undertaking certain investigations and tests and, upon finding the Leased Premises appropriate for the purpose of installing, operating and maintaining a communications facility and other improvements ("Improvements"). 2. The term of Lessee's tenancy under the Agreement is for five. years commencing on the commencement of construction of the Improvements or upon Lessee's exercise of the Option, either of which must occur within one year after the date of the Agreement (the "Commencement Date"), and terminating on the fifth anniversary of the Commencement Date with five successive five-year options to renew. 3. The Leased Premises, which is the land that is the subject of the Agreement, is a 25-foot by 40-foot portion of the Lessor's Property at 5541 West Linda Vista Boulevard in the Town of Marana, County of Pima, State of Arizona, as described in the sketch attached as Exhibit "A" to and incorporated in this Memorandum of Lease by this reference, including appurtenant utility and vehicular access. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the date first written above. Lessor: TOWN OF MARANA, an Arizona municipal corporation By: Ed Honea, Mayor Date: ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney {oool I I ao.ooc r z y Lessee: CROWN COMMUNICATION, INC.; a Delaware corporation By: [Printed Name, Title) Date: STATE OF )SS County of ) The foregoing instrument was acknowledged before me on October ,, 2008, by the of CROWN COMMUNICATION, INC., a Delaware corporation. on behalf of the corporation. My commission expires: Toan oCMarana/Crown Communications Lease Agreement Exhibit D Notary Public 1 0/21 /2008 6:36 PM #`' CCA~TLE August 20, 2009 Town of Marana 11555 W. Civic Center Drive Marana, AZ 85653 2000 Corporate Drive Canonsburg, PA 15317 Re: Site Name - W. Linda Vista Blvd., Marana Lead ID - 11107_3238 TDC Business Unit No. - 5800005 To Whom It May Concern: Tel 724 416-2000 Fax 724 416-2200 www.crowncastle.com As you are already aware, effective March 30, 2009, Crown Castle USA Inc. and Tower Development Corporation ("TDC") entered into an agreement for the transfer of ownership of certain tower development opportunities and related real estate interests from Crown to TDC. In connection with this transaction, the Option and Ground Lease Agreement between you and Crown for the above-referenced tower site was assigned to TDC, which has assumed all of the rights and obligations of Crown arising thereunder after March 30, 2009. Otherwise, your rights under the Agreement should be unaffected. A photocopy of the assignment from Crown to TDC is enclosed for your records along with your original copy of the Lessor's Consent to Assignment Agreement for this assignment. In conjunction with this transfer, TDC has appointed Crown as its exclusive development and site manager, so Crown personnel would continue to manage any potential development of the tower site as agents of TDC. Upon completion of construction, Crown would be the operator of the site as TDC's manager. Crown will continue to be your single point of contact for all issues relating to the Option and Ground Lease Agreement and future activity at the site. TDC is an affiliate of Berkshire Partners LLC, a leading private equity firm with a 20-year track record of success. Berkshire currently manages $6.5 billion in committed capital and has managed over 90 portfolio companies with a combined value of over $20 billion. Berkshire has over a decade of experience investing in Crown and its affiliates. This agreement gives Crown the access to a strong source of development capital in these uncertain economic times, allowing Crown to continue its robust tower development program. If you have any questions, please contact Crown directly at 866-482-8890 (toll free), which is our Landowner Call Center. Kindly reference the TDC Business Unit No. included at the top of this letter so that we may serve you more effectively. Additionally: ~~ Town of Marana August 20, 2009 Page 2 Calls about emergency situations at the site or questions regarding the operation or maintenance of the site should be directed to the Network Operations Center at 800-788- 7011 (toll free). For additional information about Crown and to better serve you, please visit our website at www.crowncastle.com. The website contains a Landowner's tab to help in the facilitation of Crown's relations with its landlords, including frequently asked questions, forms for changes of ownership or change of address/phone number, direct deposit requests, and the like. Crown and TDC look forward to working with you to develop the tower facility and to embark on a long and mutually beneficial relationship. Sincerely, PROPERTY MANAGEMENT Trcltr024.docx