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HomeMy WebLinkAboutResolution 2015-123 Approving wireless communications facility lease agreement with T-MobileMARANA RESOLUTION NO. 2015-123 RELATING TO REAL PROPERTY APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A WIRELESS COMMUNICATIONS FACILITY LEASE AGREEMENT WITH T-MOBILE WEST LLC FOR THE LEASE OF APPROXIMATELY 240 SQUARE FEET OF TOWN-OWNED PROPERTY AT 13249 N. LON ADAMS ROAD WHEREAS T-Mobile West LLC seeks to lease approximatel 240 s feet of Town propert at 13249 N. Lon Adams Road and space on the Town's existin cell tower for a wireless communication facilit and WHEREAS the Ma and Council of the Town of Marana find that the best interests of Marana and its citizens are served b enterin into the proposed lease a NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the Wireless Communications Facilit Lease A with T-Mobile West LLC, attached to this resolution as Exhibit A. for the lease of approximatel 240 s feet of Town-owned propert at 13249 N. Lon Adams Road and space on the Town's existin cell tower, is hereb approved, and the Ma is authorized to execute it for and on behalf of the Town of Marana. IT IS FURTHER RESOLVED that the Town Mana and staff are hereb directed and authorized to undertake all other and further tasks re or beneficial to carr out the terms, obli conditions and objectives of the lease a PASSED AND ADOPTED b the Ma and Council of the Town of Marana, Arizona, this 17th da of November, 2015. N 0., M M Ma Ed Honea ATTEST: MIZO, F- cel C. Town Clerk 00043874.DOCX /I Marana Resolution No. 2015-123 APPROV AS TO FORM: Cassid6 Attorne - I - WIRELESS COMMUNICATIONS FA.CILLITY LEASE AGREEMENT This Wireless Communications Facility Lease Agreement ("Agreement 11 ) is entered into by and between the Town of Marana, an Arizona municipal corporation ( "TOWN ") and T-Mobile west LLC, a Delaware limited liability company ("Lessee"). TOWN and Lessee are at tunes collectively referred to as "Parties" or individually as a ""Party". RECITALS A. TOWN owns land located in the Town of Marana, Pima County, Arizona, at 13249 N. Lon Adams Road, as further described in Exhibit A attached hereto and incorporated herein by this reference (""Property""), and a communications tower on the Property (the "'Tower B. TOWN is willing to lease an area to Lessee consisting of an approximately 12 foot by 20 foot (12' x 20') space within the existing compound around the Tower located within the Property, and as more particularly described in Exhibit B and Exhibit C attached hereto and incorporated herein by this reference, and the space on the Tower as depicted in Exhibit C for a wireless communication facility ("'the Site " ). C. The access routes and utility easements necessary for Lessee's use under this Agreement ("'Access Routes ") are depicted in the map attached hereto as part of Exhibit B. D. The Site and Access Routes are collectively referred to hereafter as the Premises. E. TOWN and Lessee desire to establish their respective rights and responsibilities regarding this Wireless Communication Facility Lease Agreement. LE.A SE A GREEMENT In consideration of the mutual covenants contained in this Lease Agreement, the Parties agree that the terms and conditions of this Lease Agreement shall apply from and after the Commencement Date as follows: 00042102.DOCk /1 1 6/1/2015 1:54 PM Article 1. Lease Term 1.1. Commencement The lease of the Premises (the "Lease ") shall commence upon commencement of installation of Lessee's facilities (""Commencement Date "). Lessee shall notify TOWN in writing of its intention to start installation on the Site and the start date. The Commencement Date shall be noted here once it is known and shall be incorporated herein by this reference as if fully set forth in this Agreement at the time of execution: 1.2. Term The Lease shall be for a term of five years ( ""Term" ') unless sooner terminated as provided herein. 1.3. Renewal The Lease will automatically renew for up to five successive five -year periods (""Renewal Terms ") on the same terms and conditions as set forth herein, unless sooner terminated as provided in this Lease Agreement. The Term and Renewal Terms may collectively be referred to as the "Lease Term." 1.4. I ioldi� over Any holding over after the expiration of the Lease Term, with the consent of TOWN shall be construed to be a tenancy from month to month at one and one -half times the rents herein specified (prorated on a monthly basis). The provisions of this Lease Agreement shall apply to any such holding over period. Article 2. Rent 2.1. Monthly Ba Rent Lessee shall pay to TOWN monthly rent of $1,500.00 ("Rent") in consideration for the Lease. The first rental payment shall be made within 30 days after the Commencement Date, and shall be prorated through the end of the month. All subsequent rental payments shall be made to TOWN on or before the first day of the month in advance. 2.2. Adjustment Beginning on the first anniversary of the Commencement Date, and on each anniversary of the Commencement Date thereafter, Rent shall increase by an amount equal to 3 above the Rent applicable in the immediately preceding lease year. 2.3. PaVment of Rent All Rent shall be payable to the Town of Marana, 11555 W. Civic Center Drive, Marana, Arizona 85653; Attention: F inance Department. Article 3. Permissible Use 3.1. In General The Premises may be used by Lessee for the transmission and reception of radio communication signals and for the construction, installation., operation, maintenance, replacement, and repair of related support facilities (such as antennas, microwave dishes, equipment shelters and/or cabinets) but only for the provision of what is commonly known as cellular telephone service (whether or not technically referred to as Personal Communications Service, or some other term) by the use of "personal wireless service facilities" (as such phrase is defined in §704 of the W IRELESS COMMUNICATION FACILITY LEASE- AG REEMENT: T- MO BILE/ LON AD AMS T owI - R 6/1/15 2 Federal Telecommunications Act of 1996, Pub. L. No. 104 -104, 110 Stat. 56 (1996), partially codified at 47 U.S.C. § 332(c )(7 )(C )(2 ), hereinafter "7996 Act Section 704 "} and not for any other purpose. Lessee shall, at its expense, comply with all present and future federal, state, and local laws, ordinances, rules and regulations (including but not limited to laws and ordinances relating to health, safety, radio frequency emissions, and radiation) in connection with the use of (and operations, maintenance, construction and/or installations at) the Premises for the purposes provided in this Agreement. 3.2. Government It is understood and agreed. that Lessee's ability to use the Premises is contingent upon its obtaining all of the certificates, licenses, permits and other approvals (collectively the "Governmental Approvals ") that may be required by any federal, state or local authorities which will permit Lessee's use of the Premises as set forth above. TOWN shall cooperate with Lessee in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by Lessee, unless required to do so by law or regulation or to protect public health, safety or welfare. However, nothing herein shall be deemed to constitute a contractual obligation of TOWN, as a municipality, to issue a required Governmental Approval where the officer, agent or employee of TOWN responsible for the issuance of such Governmental Approval deems the issuance of such a Governmental Approval to be inappropriate. This Lease is not intended to supersede, modify or waive any requirements in the Marana Town Code intended to regulate the construction and operation of telecommunications services or the location and development of wireless communication facilities. If (1) any applications for such Governmental Approvals should be finally rejected; (2) any Governmental Approval issued to Lessee is canceled., expires, lapses, or is otherwise withdrawn or terminated by governmental authority; or (3) Lessee determines that such Governmental Approvals may not be obtained in a timely mauler or with conditions acceptable to Lessee in its sole discretion, Lessee shall have the right to terminate this Agreement, as set forth paragraph 11.1 below. 3.3. Maintenance of _Government Approvals Lessee shall be responsible for maintaining during the Lease Term all Government Approvals, as defined in paragraph 3.2 above, that may be required by any federal, state or local authorities for the use of the Premises for the purposes provided in this Agreement and the conduct of its business related to the Premises. 3.4. Com liance with Laws. Lessee shall comply with all applicable laws, including but not limited to zoning and environmental laws relating to its use of the Premises for the purposes provided in this Agreement. Article 4. Absence of Warranties Lessee has leased the Premises after a full and complete inspection thereof, as well as the title thereto, and knowledge of its present uses and nonuses. Lessee accepts the Premises in the condition or state in which the Premises now exist without any WIRE LESS COMMUNICMION FACILITY LEAST AGRI I- MIINT: T- MOBIT- 1 -VLON ADAMS TOWER 6/1/15 tl representation or warranty, express or implied in fact or law, by TOWN and without recourse to TOWN, as to the title thereto, the nature, condition, or usability thereof or the use or uses to which. the Premises or any part thereof may be put, except for the Warranty of Quiet Enjoyment set forth in Article 16 below. Except as otherwise provided in this Agreement, TOWN shall not be required to furnish any services or facilities or to make any repairs or alterations in or to the Premises or to provide any off -- Premises improvements, such as utilities or paving, or other forms of access to the Premises, other than what may already exist as of the Commencement Date. Lessee assumes the full and sole responsibility for the condition, construction, operation, repair, demolition, replacement, maintenance, and management of Lessee's Facilities (as defined in paragraph 5.1 below) on the Premises. Notwithstanding anything to the contrary contained in this Agreement, TOWN shall, at its sole cost and expense, repair, replace and maintain the Tower and Site in good condition and repair as needed for Lessee's operation and use of the Lessee Facilities. Article 5. Improvements 5.1. Lessee Facilities Lessee has the right to construct, maintain, install, repair secure, replace, remove and operate on the Premises wireless communications facilities, including but not limited to a foundation, utility lines, transmission lines, an air conditioned equipment shelter(s) and/or an air conditioned equipment room, electronic equipment, transmitting and receiving antennas, microwave dishes, anteizn.as and equipment, a power generator and generator pad, and supporting equipment and structures, and security fencing ("Lessee Facilities ") as generally described in the Site Plan attached hereto as Exhibit C and incorporated herein by this reference. 5.2. Utility Lines Lessee at its own expense shall install utility lines in the approved Access Routes to the Site necessary for Lessee Facilities and consistent with approval of the utility company. 5.3. Construction All Lessee Facilities shall be constructed and installed at Lessee's sole cost and expense and in a good and workmanlike manner. Lessee shall obtain TOWN's prior approval of construction plans and specifications for the Lessee Facilities, which shall not be unreasonably withheld. All Lessee Facilities shall be constructed or installed in compliance with specifications of plans approved by TOWN. Within 30 days after completion of construction, Lessee shall provide TOWN with as -built drawings of the Lessee Facilities. 5.4. Performance Bond Prior to the commencement of any construction on the Premises, Lessee shall deliver to TOWN a performance bond in an amount determined based on TOWN's reasonable estimate of the total cost to construct the improvements described in Exhibit C, the Site Plan, plus a reasonable contingency. 5.5. Lien -free Construction Lessee shall keep the Premises and all improvements thereon free of any mechanic's or materialmen's liens or liens of any kind or nature for any work done, labor performed, or material furnished on or to the Premises. If any WIRELESS COMMUNICA'T'ION FACILITY LEASE AGREEMENT: T- MOBILE/ LON ADAMS TOWER 6/1/15 4 lien is filed, Lessee shall, at its sole cost, cause such lien to be removed from the Premises within 30 days of notice or becoming aware of the lien. 5.6. Title to_ Imo► rovements Title to the Lessee Facilities and any equipment placed on the Premises by Lessee shall be held by Lessee or its lenders or assigns and are not fixtures, unless abandoned with permission of TOWN pursuant to paragraph 5.9 ( Removal or Abandonment 5.7. Alteration or Additional Improvements Except as otherwise provided in this Agreement, Lessee shall make no alterations or additional improvements to or upon the Premises beyond those described in the plans and specifications approved by TOWN without first obtaining written approval of TOWN. TOWN's consent shall not be required to replace the Lessee Facilities with equipment that is of the same or smaller size and same or less weight as the then- existing Lessee Facilities as long as Lessee's installation, operation and maintenance of Lessee Facilities does not damage or interfere in any way with TOWN operations or related activities or other lessee or licensee activities in existence as of the Commencement Date. Further, nothing herein shall prevent Lessee from maintaining the Lessee Facilities or from replacing equipment due to wear and tear or technological advancements provided that such accommodations comply with all requirements of this Agreement, the TOWN Conditional Use Permit, Municipal Code, Land Development (Zoning) Code or other requirements. Permitted or approved alterations, additions, replacements and upgrades shall become part of Lessee Facilities as that term is used in this Agreement. 5.5. Maintenance Except as otherwise provided in this Agreement, Lessee at its own expense shall maintain the Premises and the Lessee Facilities in good repair and in a manner suitable to TOWN so as not to conflict with any adjacent TOWN operations. Lessee shall have sole responsibility for the maintenance, repair, and security of the Lessee Facilities. Notwithstanding anything to the contrary in this Agreement, Town shall, at its sole cost and expense, repair, maintain and replace the Tower and Site in good condition and repair as needed for Lessee's use and operation of the Lessee Facilities. 5.9. Removal or Abandonment Unless TOWN in writing allows or requires Lessee to abandon the Lessee Facilities in place, Lessee at its sole expense shall remove the Lessee Facilities on or before the expiration or earlier termination of this Lease Agreement. Such removal shall be done in a workmanlike and careful manner and without interference or damage to any other facilities or operations on the Premises. Lessee shall repair any damage to the Premises caused by such removal to the reasonable satisfaction of TOWN. Title to any Lessee Facilities which are abandoned in place with the written permission of TOWN shall be deemed transferred. to TOWN, in their then as-is condition, without compensation to Lessee. Said abandoned Lessee Facilities shall thereafter be the sole property of TOWN. W IRE'L SS COMMUNICATION FACILITY LEASE AGREEMENT; T- MOBILE/ LON ADAMS TOWED. 6/1/15 5 Article 6. Access and Utilities 6.1. Access to Site TOWN shall provide Lessee, Lessee's employees, agents, contractors, subcontractors and assigns with access to the Site 24 hours a day, seven clays a week, at no charge to Lessee. Lessee shall comply with reasonable security requirements of TOWN related to accessing the Site. 6.2. Non - Exclusive Access Routes Lessee, its agents, employees and contractors, shall have a non- exclusive right and easement for pedestrian and vehicular ingress and egress across, and Lessee shall have an easement for utility lines to access the Site via the Access Routes described or depicted generally in Exhibit C. TOWN and Lessee each shall conduct operations within the Access Routes so as to cause minimal or no interference to others. 6.3. Maintenance of Roadwa s. TOWN shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times under normal weather conditions. TOWN shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by Lessee's use of such roadways. 6.4. Payment of Utilities Lessee shall, at its own expense, install separate meters for electricity and other utilities necessary for Lessee Facilities and shall timely pay all utility charges associated therewith. Article 7. Interference 7.1. Interference with Existing Uses Lessee's installation, operation and maintenance of Lessee Facilities shall not damage or interfere in any way with TOWN operations or related activities or other lessee or licensee activities in existence as of the Commencement Date. Lessee agrees to cease all such actions which materially interfere with existing activities upon written notice of such interference; provided, however, in such case Lessee shall have the right to terminate the Lease. 7.2. Interference and New Uses Subsequent to the execution of this Agreement, TOWN will not, and will not permit its lessees or licensees to, install new equipment on or make any alterations to the Premises or property contiguous thereto owned or controlled by TOWN, if such modifications are likely to cause a material interference with Lessee's operations. In the event interference occurs, TOWN agrees to use best efforts to eliminate any material interference within a reasonable time period. TOWN's failure to comply with this paragraph shall be a material breach of this Lease Agreement. Article S. Fees and Taxes Lessee shall pay, as they become due and payable, all fees, charges, taxes and expenses required for licenses and/or permits required for or occasioned by Lessee's use of the Premises. Lessee shall pay all real and personal property taxes assessed against the WIRELESS CoMMUNICMION FACILI'T'Y LEASE AGREEMENT: T- MOBILE /LoN ADAMS TowER 6/1/5 r1 Lessee Facilities. TOWN shall pay when due, all real property taxes and all other taxes, fees and assessments attributable to the Premises or this Lease Agreement. Article 9. Assignment and Subletting 9.1. Assignment Lessee may assign the Lease Agreement to another company, with TOWN's written consent, which shall not be unreasonably withheld; provided, however, Lessee may i) assign or transfer this Lease Agreement to a financially viable parent, subsidiary, or affiliate, without TOWN consent, and, ii} Lessee may assign the Lease Agreement to a commercial lending institution solely as security for financing purposes without TOWN consent. In the event of an assignment, assignee shall assume all obligations and liabilities of Lessee, known and unknown, under the Lease Agreement arising both before and after the assignment date. 9.2. Bankruptcy. Any person or entity to which this Lease Agreement is assigned or transferred as part of any bankruptcy proceeding shall be deemed without further act to have assumed all of the liabilities and obligations of Lessee arising under this Lease Agreement on and after the date of such assignment. Any such assignee or transferee shall upon demand execute and deliver to TOWN an instrument confirming such assumption or transference. Any monies or other considerations payable or otherwise to be delivered in connection with such assignment or transference shall be paid to TOWN, shall be the exclusive property of TOWN, and shall not constitute "property" of the Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code. Any monies or other considerations constituting TOWN's property under the preceding sentence not paid or delivered to TOWN shall be held in trust for the benefit of TOWN and be promptly paid to TOWN. 9.3. Sublettin . Lessee may not sublet any portion of the Property, the Premises or the Lessee Facilities. Article 10. Default and Remedies 10.1. Default by Lessee Lessee shall be deemed in default of this Lease if any of the following occurs: 10.1.1. Lessee fails to pay Rent in compliance with Article 2 of this Lease Agreement or any other sums to TOWN when due, and does not cure such default within ten days of receipt of written notice from TOWN; or 10.1.2. If Lessee fails to comply with the performance of any other covenant or condition of this Lease Agreement and does not cure such other default within 30 days after written notice from TOWN specifying the default complained of, unless such default cannot reasonably be cured within 30 days, in which case Lessee will not be in default as long as Lessee commences to cure the default within the 30 -day period and diligently pursues such cure to completion; or WIRELESS COMMUNICATION FACILITY LEASE AGREEMENT: T- MOBILE/ LON ADAMS TOWER 6/1/15 K 10.1.3. If Lessee is adjudicated as bankrupt or makes any assignment for the benefit of creditors. 10.2. TOWN's Remedies in Event of Lessee Default In the event of a default by Lessee, TOWN shall notify Lessee, in writing, of said default. If Lessee falls to cure within 30 days after the date of the notice, or in such other applicable time period as outlined above, in addition to and not exclusive of any other remedy available to TOWN by operation of law, TOWN shall have the right, at its option, to terminate the Lease Agreement in which event Lessee shall immediately remove the Lessee Facilities and pay TOWN a suns of money equal to the total of: (i) the amount of the unpaid Rent accrued through the date of termination; and (ii) any other amount reasonably necessary to compensate TOWN for all detriment caused by Lessee's failure to perform its obligations under the Lease. 10.3. Cure bv TOWN. In the event of a default of this Lease Agreement by Lessee that TOWN reasonably believes will cause damage to property or injury to person if left uncured, TOWN may at any time, after the expiration of all notice and cure periods provided in this Agreement, cure the default for the account of and at the expense of the Lessee. If TOWN is compelled to pay or elects to pay any sum of money or to do any act which will require the payment of any sum of honey or is reasonably compelled to incur any expense, including reasonable attorney fees in instituting, prosecuting or defending any action to enforce TOWN's rights under this Lease, the sums so paid by TOWN, with all interest, costs and damages shall be deemed to be Additional Rental and shall be due from the Lessee to TOWN on the first day of the month following the incurring of the respective expenses provided that TOWN has provided. Lessee with all reasonable back -up documentation. 10.4. Default by TOWN Except as otherwise set forth in this paragraph, TOWN shall be in default if TOWN fails to comply with the performance of any covenant or condition of this Lease Agreement and does not cure such other default within 30 days after written notice from Lessee specifying the failure to comply complained of, unless such failure to comply cannot reasonably be cured within 30 days, in which case TOWN will not be in default as long as TOWN commences to cure the failure within the 30 -day period and diligently pursues such cure to completion. With regard to any covenants or conditions of TOWN related to Lessee's access or interference with its use or operation of Lessee Facilities, TOWN shall be in default if it does not cure such failure to comply within seven days of its receipt of written notice from Lessee, unless Lessee's service is interrupted by the failure to comply. If Lessee's service is interrupted by the failure to comply, TOWN shall be in default if it does not cure the failure to comply within 24 hours of its receipt of written notice from. Lessee. In the event of a TOWN default and failure to cure, Lessee may terminate this Lease upon written notice to TOWN and shall immediately remove the Lessee Facilities as set forth in paragraph 5.9. WIRELESS COMMUNICATION FACILITY LEASE AGREEMENT: T- MOBILEVLON ADAMS TOWER 6/1/15 8 Article 11. Voluntary Termination 11.1. Voluntary Termination bv Lessee. This Lease Agreement may be terminated by Lessee without further liability on 30 days' prior written notice (i) if Lessee is unable to reasonably obtain or maintain any certificate, license, permit, authority or approval from any governmental authority, thus, restricting Lessee from installing, removing, replacing, maintaining or operating the Lessee Facilities or using the Premises in the manner intended by Lessee; (ii) if Lessee determines that the Premises are not appropriate for its oper ations for economic, environmental or technological reasons, including wi thout limitation, signal strength, coverage or interference, or (iii) Lessee otherwise determines, within its sole discretion, that it will be unable to use the Premises for Lessee's intended purpose. 11.2. Voluntary Termination by TOWN. a .. .....,�.. 11.2.1. During the first Renewal Term (years 6-10), this Lease Agreement may be terminated by TOWN without further liability to Lessee if TOWN reasonably determines termination is necessary to serve a governmental (non proprietary) purpose, upon one year's prior written notice to Lessee. 11.2.2. At any time after the first Renewal Term. (year 11 or subsequent), this Agreement may be terminated by TOWN without further liability to Lessee upon one year's prior written notice to Lessee. Article 12. Damage or Destruction of Lessee Facilities _ If the Lessee Facilities or any portion of the Lessee Facilities are destroyed or damaged so as to materially interfere with effective use of the Lessee Facilities through no fault or negligence of Lessee, Lessee may elect to terminate this Lease Agreement upon 30 days' written notice to TOWN. In such event, Lessee shall promptly remove the Lessee Facilities from the Premises as set forth in paragraph 5.9 and this Lease Agreement (and Lessee's obligation to pay rent) shall terminate upon Lessee's fulfillment of the same. Upon ter mination, Lessee shall be entitled to the reimbursement of any Rent prepaid by Lessee. TOWN shall have no obligation to repair any damage to any portion of the Premises. Article 13. condemnation If the Premises are taken by eminent domain, this Lease Agreement shall terminate as of the date title to the Premises vests in the condemning authority. If a portion of the Premises is taken by eminent domain so as to materially hinder effective use of the Premises by Lessee, as determined by Lessee, then Lessee shall have the right to terminate this Lease Agreement as of said date of title transfer, by giving 30 days' written notice to TOWN. In the event of any taking under the power of eminent domain, compensation shall be as determined by applicable law. w IREILESS CO MMUNICATION FACILI'T'Y L EASE AG REEMI NT; T- MOBILE / LON ADAMS Tom" 6/1/15 9 Article 14, Indemnity 14.1. Disclaimer of Liability TOWN shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Lessee's construction, maintenance, repair, use, operation, condition or dismantling of the Premises, unless such injury or damage is caused by the negligence or willful misconduct of TOWN or TOWN's employees. Lessee shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of TOWN's repair, replacement or maintenance of the Tower or Site unless such injury or damage is caused by the negligence or willful misconduct of Lessee or its employees, agents or contractors 14.2. Indemnification Lessee shall, at its sole cost and expense, indemnify and hold harmless TOWN and all associated, affiliated, allied and subsidiary entities of TOWN, now existing or hereinafter created, and their respective officers, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as "Indemnitees "), from and against: 14.2.1. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by, or be asserted against the Indemnitees to the extent caused by reason of any act or omission of Lessee, its personnel, employees, agents, contractors or subcontractors, resulting in personal injury, bodily injury, sickness, disease or death to any person or damage to, loss of or destruction of tangible or intangible property, libel, slander, invasion of privacy and unauthorized use of any trademark, trade name, copyright, patent, service mark or any other right of any person, firm or corporation, which may arise out of or be in any way connected with the construction, installation, operation, maintenance, use or condition of the Premises or the Lessee's failure to comply with any federal, state or local statute, ordinance or regulation. 14.2.2. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and other consultants), which are imposed upon, incurred by or asserted against the Indemnitees by reason of any claim or lien to the extent arising out of work, labor, materials or supplies provided or supplied to Lessee, its contractors or subcontractors, for the installation, construction, operation, maintenance or use of the Premises and, upon the written request of TOWN, Lessee shall cause such claim or lien covering TOWN's property to be discharged or bonded within 30 days following Lessee's receipt of such request. 14.2.3. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be unposed upon, incurred by or be asserted against the Indemnitees to the extent caused by any financing or securities offering by Lessee or its affiliates for violations of the common WIRE -LESS COMMUNIC:A`I'ION FACILITY LEASE AGREEMENT: TWMOBILE/LON ADAMS TOWER G/1/15 10 law or any laws, statutes, or regulations of the State of Arizona or United States, including those of the Federal Securities and Exchange Commission,. 14.2.4. Lessee's obligation to indemnify Indemnitees under this Lease Agreement shall not extend to claims, losses, and other matters covered hereunder that are caused or contributed to by the negligence or willful misconduct of one or more Indemnitees. 14.3. Lessee's Right of Recover . Nothing herein shall be consttued to waive Lessee's rights to seek recovery against TOWN for TOWN's negligence or willful misconduct other than lost profits or revenues caused to Lessee's operations, or to seek recovery against third persons for any damages caused to property or injury to persons, in, upon or about the Premises by such other persons. 14.4. Assumption of Risk Lessee undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors and employees (collectively "Lessee" for the purpose of this paragraph 14.4), all risk of dangerous conditions, if any, on or about the Premises, and Lessee hereby agrees to indemnify and hold harmless the Indemllitees against and from any claim asserted or liability imposed upon the Indemnitees for personal injury or property damage to any person (other than from Indemnitee's negligence) arising, out of Lessee's installation, operation, maintenance, condition or use of the Premises or Lessee's failure to comply with any applicable federal, state or local statute, ordinance or regulation. 14.5. Defense of Indemnitees. If any action or proceeding shall be brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, Lessee shall, upon notice from any of the Indemnitees, at Lessee's sole cost and expense, resist and defend the same with legal counsel mutually selected by Lessee and TOWN, provided however, that Lessee shall not admit liability in any such matter on behalf of the Indemnitees without the written consent of TOWN and provided further that Indemnitees shall not admit liability for, nor enter into any compromise or settlement of, any claim for which they are indemnified hereunder, without the prior written consent of Lessee. 14.6. Notice Coo eration and Ex enses. 14.6.1. TOWN shall give Lessee prompt notice of the making of any claim or commencement of any action, suit or other proceeding covered by the provisions of this Article. Nothing herein shall be deemed to prevent TOWN from cooperating with Lessee and participating in the defense of any litigation by TOWN's own counsel. Lessee shall pay all reasonable, third - party, out -of-pocket expenses incurred by TOWN in response to any such actions, suits or proceedings. These expenses shall include all reasonable, third - party, out -of-pocket expenses such as reasonable attorney fees and the reasonable expenses of TOWN's agents, employees or expert witnesses, and disbursements and liabilities assumed by TOWN in connection with such suits, actions or proceedings but shall not include attorneys' fees for services that are unnecessarily duplicative of services provided TOWN by Lessee. WIRELESS COMMUNICAMON FACILITY LEASE AGREI MENT: T- MOBILE/ LON ADAMS TOWER 6/1/15 11 1.4.6.2. If Lessee requests TOWN assist it in such defense then Lessee shall pay all third- party, out -of- pocket expenses reasonably incurred by TOWN in response thereto, including defending itself with regard to any such actions, suits or proceedings. These expenses shall include all out --of- pocket expenses such as reasonable attorney fees and the reasonable expenses of TOWN's agents, employees or expert witnesses, and disbursements and liabilities assumed by TOWN in connection with such suits, actions or proceedings. 14.7. Indemnities and Insurance Cumulative Lessee's obligations to indemnify do not diminish in any way Lessee's obligations to insure; and Lessee's obligations to insure do not diminish in any way Lessee's obligations to indemnify. Lessee's obligations to indemnify and provide insurance are in addition to, and do not limit, any and all other liabilities or obligations of Lessee under or connected with this Agreement. The amount and type of insurance coverage required by this Agreement will in no way be construed as limiting the scope of the indemnities in this paragraph. Article 15. Regulated/Hazardous Substances Indemnification 15.1. Applicable Laves. Lessee recognizes that assuring protection of public health, welfare and the environment from activities upon the Premises during the Lease Term is an important consideration for TOWN and during the Lease Term the federal, state and local laws, rules, regulations and ordinances relating to pollution, protection of the environment, public health, safety or industrial hygiene (hereinafter referred to as the "Applicable Laws") will change. Lessee warrants that throughout the Lease Term, Lessee will maintain compliance with all Applicable Laws with regard to its use of the Premises and its installation, maintenance and operation of its Lessee Facilities. 15.2. Regulated Substances. Lessee further warrants, unless disclosed and agreed to by TOWN, that no liquid, solid, semi -solid or gaseous Regulated Substances as defined herein which are, or during the Lease Term may become, subject to regulation under Applicable Laws, will be used on the Premises in violation of any Applicable Laws. "Regulated. Substances" include, but are not limited to, any and all substances, materials or wastes regulated under the Resource Conservation and Recovery Act, 43 U.S.C. Section 8909, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et. seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq.; the Arizona Hazardous waste Management Act, A.R.S. Section 49 -921, et seq.; the Arizona Underground Storage Tank Regulation Act, A.R.S. Section 49 --101, et seq.; and the rules and regulations adopted and guidelines promulgated pursuant to the Applicable Laws. 15.3. Discharges and Emissions. In addition to the other requirements of this Article 15, Lessee shall not release, discharge, leak or emit, or permit to be released, discharged, leaked or emitted into the atmosphere, ground, soil, sewer system, surface water or groundwater any substance in violation of any Applicable Laves. WIRE-,LESS COMMUNICATION FACILITY LEASE, AGREEMENT: T- MOI3axj LON ADAMS TOWED. 6/7./15 12 15.4. Permits. Lessee has or will timely obtain, maintain and comply with all provisions of all permits, licenses and other authorizations which are required under the Applicable Laws for Lessee's use and operation of the Lessee Facilities (hereinafter referred to as the "Permits "). 15.5. Notices Required. Lessee shall immediately notify TOWN, orally and in writing, of any allegations by any governmental authority or other person or entity of any event of non - compliance with the Applicable Laws or Permits. Lessee shall also immediately notify TOWN orally and in writing, of any allegations by any governmental authority or other person or entity, of any events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance with Applicable Laws, Permits or the provisions of this Article, or which may give rise to any common law or legal liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation, based on or related to the generation, manufacture, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment, of any pollutant, contaminant or Regulated Substance. 15.6. TOWN Inspections. TOWN, or its authorized representative, agent or contractor, shall have the right, upon reasonable notice, to inspect the Premises and to review and copy documents, records, and data maintained by Lessee relating to substances used and stored on the Premises or disposed of, released or otherwise removed from the Premises, in order to assure itself that Lessee is in compliance with the provisions of this Article 15. In addition, TOWN shall have the right, at its expense, to perform periodic environmental inspections as TOWN deems necessary using the services of qualified and duly licensed environmental engineers approved by Lessee whose approval thereof may not be unreasonably withheld. The said engineers shall conduct such sampling and testing of soils, water, substances and emissions as TOWN deems necessary to assure itself that Lessee is in compliance with the provisions of this Article. 15.7. Reimbursement of TOWN Costs; Remediation. If the results of the inspection indicate a need for further testing and /or remediation as a result of Lessee's use of the Premises in order to comply with Arizona Department of Environmental Quality (ADEQ) or Environmental Protection Agency (EPA) remediation standards or guidelines, then Lessee hereby agrees to reimburse TOWN for its reasonable inspection costs and to pay for such additional testing and remediation to the extent required as a consequence of Lessee's use of the Premises. Should remediation be required as a consequence of Lessee's use of Premises, Lessee shall immediately undertake such remediation, to the extent caused by Lessee's or its employees', agents' or contractors' use of the Premises, as is necessary to restore the condition of the Premises and shall diligently pursue such work to completion. Lessee's failure to timely perform its obligations under this Article shall be considered a material breach of this Lease, and Lessee's obligations under this Article shall continue beyond the expiration or termination hereof. Nothing in this Article shall constitute a waiver of any right of WIRELESS COMMUNICATION FACILITY LEASE AGREEMENT: T- Moml,E/ LON ADAMS TOWER 6/1./1.5 13 Lessee, including without limitation, the right to receive contribution from. any individual or entity responsible for contamination of any part of the Premises. 15.8. Termination. Any instance of non - compliance with Applicable Laws, Permits or the provisions of this Article shall be grounds for termination subject to the notice and cure rights set forth in this Agreement. 15.9. Indemnification. To the fullest extent permitted by law, Lessee agrees to indemnify, defend and hold TOWN harmless for any costs of legally required remediation of environmental contamination and from any claims, demands, actions, suits, proceedings, hearings, investigations, responsibility, liability, orders, injunctions, judgments, fines, damages and losses of any nature whatsoever, to the extent arising out of or relating in any way to Lessee's present or future use of, or activities or operations on or at, the Premises, or arising from or relating to any breach by Lessee or Lessee's agents, employees, or contractors of the provisions of this Article. Lessee also agrees to indemnify and hold TOWN harmless for any costs and expenses reasonably incurred in connection therewith, including without limitation, reasonable attorneys' and expert witness fees, investigation, clean up, removal, disposal, remedial, corrective, or mitigating action costs, fines and penalties related in any way to Lessee's use of the Premises. These indemnities shall survive the termination of this Lease. Article 16. Warranty of Quiet Enjoyment TOWN covenants that so long as Lessee performs the covenants, terms and conditions required of Lessee contained herein, Lessee shall peaceably and quietly have, hold and enjoy the Premises for the aforesaid term and any extensions thereof, and TOWN shall not in any manner interfere with or disrupt the Lessee's business or frustrate Lessee's intended use of the Premises. Article 17. Waiver of Lien TOWN hereby waives any. and all lien rights it may have, statutory or otherwise concerning the Lessee Facilities or any portion thereof which shall be deemed personal property for the purposes of this Lease Agreement, whether or not the same is deemed real or personal property under applicable laves, and TOWN gives Lessee and Mortgagees the right to remove all or any portion of the same from time to time, whether before or after a default under this Agreement, in Lessee's and/or Mortgagee's sole discretion and without TOWN's consent. Any Mortgagee shall contact TOWN prior to removal and TOWN may require Mortgagee to indemnify TOWN for any damages caused to the Premises by removal of the Lessee Facilities. Article 18. Insurance 18.1. Lessee coverage During the Lease, including any extensions, Lessee shall maintain, or cause to be maintained, in full force and effect and at its sole cost and expense, the following types and limits of insurance. The coverage amounts set forth WIRELESS COMMUNICATION FACILITY LEAs] AGRIaFMENT: T- MOBILE/ LON ADAMS TOWER 6/x./15 14 below may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated. 18.1.1. workers' Compensation insurance meeting applicable statutory requirements and employer's liability insurance with minimum limits of $100,000 for each accident. 18.1.2. Comprehensive commercial general liability insurance with mft - kimum limits of $1,000,000 as the combined single limit for each occurrence of bodily injury, personal injury and property damage and $2,000,000 aggregate. The policy shall provide blanket contractual liability insurance for all written contracts, and shall include coverage for products and completed operations liability, independent contractor's liability; coverage for property damage from perils of explosion, collapse or damage to underground utilities, commonly known as XCU coverage. 18.1.3. Automobile liability insurance covering all owned, hired, and non -owned vehicles in use by Lessee, its employees and agents, to comply with the provisions of state law with minimum limits of $1,000,000 as the combined single limit for each occurrence for bodily injury and property damage. 18.1.4. At the start of and during the period of any construction, builders all -risk insurance, together with an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature whatsoever which are to be used in or incidental to the installation of the Lessee Facilities. Upon completion of the installation of the Lessee Facilities, Lessee shall substitute for the foregoing insurance policies of fire, extended coverage and vandalism and malicious mischief insurance on Lessee's owned equipment. The amount of insurance at all times shall be representative of the insurable values installed or constructed. 18.1.5. All policies other than those for workers' Compensation shall be written on an occurrence and not on a "claims made" basis. 18.2. Town Covera e. During the Lease, including any extensions, TOWN shall maintain, or cause to be maintained, in full force and effect and at its sole cost and expense, comprehensive commercial general liability insurance with minimum limits of $1,000,000 as the combined single limit for each occurrence of bodily injury, personal injury and property damage and $2,000,000 aggregate. 18.3. Additional Insureds TOWN and Lessee, and their respective agents, shall be covered as additional insureds on all of the other Party's policies required by this Article, except for workers' Compensation policies (herein referred to as the "Additional Insureds " }. This coverage can be provided by blanket additional insured endorsements. Each policy which is to be endorsed to add Additional Insureds hereunder, shall contain cross- liability wording, as follows: In the event of a claim being made hereunder by one insured for which another insured is or may be liable, then this policy shall cover such insured against whom WIRELESS COMMUNICATION FACILITY LEASE AGREEMI N'r: T- MOBILE/ LON ADAMS TOWER 6/1/15 15 a claim is or may be made in the same mariner as if separate policies had been issued to each insured hereunder. 18.4. Evidence of Insurance Current certificates of insurance and endorsements for each insurance policy required to be obtained and maintained by Lessee in compliance with this Article shall be filed and maintained with TOWN within 30 days of execution of this Agreement and within ten days of any renewal or change in such policies. If TOWN is not provided current certificates and endorsements and must request an updated certificate or endorsement, Lessee shall pay an administrative fee of $25.00 for each certificate or endorsement so requested. 18.5. Lessee Insurance Primar . Lessee's insurance shall be primary insurance with respect to Lessee's obligations under this Agreement and in the protection of TOWN as an Additional Insured. 18.6. Waiver All policies required by this Article, except for Workers' Compensation and Employers liability insurance, shall contain a waiver of rights of recovery (subrogation) against the other Party, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of the insured Party. The Parties shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. 18.7. Representation of Covera e Ade uac . By requiring insurance herein, TOWN does not represent that coverage and limits will be adequate to protect - Lessee. Failure to demand evidence of compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Lessee from, nor be construed or deemed a waiver of, Lessee's obligation to maintain the required insurance at all times during the performance of the Agreement. 18.8. Notice of Claims Lessee shall immediately advise TOWN of any claim or litigation that Lessee becomes aware of if Lessee reasonably believes that it may result in liability to TOWN. 18.9. Cancellation of Policies of Insurance Lessee shall give TOWN at least 30 calendar days' written notice prior to a planned cancellation or reduction of any coverage required by this Article. Lessee shall give TOWN immediate notice of any other cancellation or reduction of any coverage required by this Article. cancellation or reduction of any coverage required by this Article is a breach of this Agreement. 18.10. Insurance companies All insurance shall be affected under valid and enforceable policies, insured by insurers reasonably acceptable to TOWN. 18.11. contractors Lessee shall require that each and every contractor and subcontractor who performs work on the Premises carry, in full force and effect, Workers' Compensation, comprehensive commercial general liability and automobile liability insurance coverage of the type which Lessee is required to obtain under the terms of this Article with appropriate limits of insurance. WIRELESS COMMUNICA'T'ION FACILI'1 Y LEASE AGREEMENT: T MMOBI'LE/ LON ADAMS TOWER 6/1/15 16 Article 19. Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by for next - business --day delivery by a nationally recognized overnight carrier to the following addresses: If to Lessee, to: T- Mobile USA Inc. 12920 SE 38th Street Bellevue, WA 98006 Attn: Lease Compliance Site No. PH10803A. If to TOWN, to: with a copy to: Town Manager Town Attorney 11555 W. Civic Center Dr. 11555 W. Civic Center Dr. Marana, Arizona 85653 Marana, Arizona 85653 TOWN or Lessee may from time to time designate any other address for this purpose by written notice to the other party. All notices hereunder shall be deemed received upon actual receipt or refusal to accept delivery. Article 20. Miscellaneous Provisions 20.1. waiver Failure of TOWN or Lessee to insist on strict performance of any of the conditions, covenants, terms or provisions of this Agreement or to exercise any of its rights hereunder shall not waive such rights, but TOWN or Lessee shall have the rights to enforce such rights at any time. The receipt of any sum paid by Lessee to TOWN or by TOWN to Lessee after a breach of this Agreement shall not be deemed a waiver of such breach unless expressly set forth in writing. 20.2. Attorneys' Fees The prevailing Party in any legal claim arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 20.3. Severablli If any provision of the Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, WIRELESS COMMUNICATION FACILrrY LEA AGREEMENT: T- MOBILE /LON ADAMS TOWER 6/1/15 17 shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20.4. Survival Terms and conditions of this Agreement which by their sense and context survive the termination, cancellation or expiration of this Agreement will so survive, including, but not limited to, Article 5 (Improvements), Article 10 (Default and Remedies), Article 11 (Voluntary Termination), Article 12 (Damage or. Destruction of Lessee Facilities), Article 13 (Condemnation), Article 14 (Indemnity), Article 15 (Regulated /Hazardous Substances Indemnification) and Article 18 (Insurance) and paragraph 20.10 ( Covenant Not to Sue of the Lease Agreement. 20.5. Gove Laws. This Agreement shall be governed under the laws of the state of Arizona, and be binding on and inure to the benefit of the successors and permitted assignees of the respective Parties. 20.6. Memorandum of Agreement. A Memorandum of Agreement in the form attached hereto as Exhibit D may be recorded by Lessee confirming the (i) effectiveness of this Agreement, (ii) expiration date of the Lease Term, (iii) the duration of any Renewal Terms, and/or other reasonable terms consistent with this Agreement. 20.7. Entire Agreement This Agreement constitutes the entire Agreement between the Parties, and supersedes all understandings, offers, negotiations and other leases concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments, modifications or waivers of any of the terms and conditions of this Agreement must be in writing and executed by both Parties. 20.8. Conflict of Interest TOWN may cancel this Agreement pursuant to A.R.S. § 38 -511 (conflict of interest), as may be amended from time to time. In the event TOWN elects to exercise its rights thereunder, TOWN agrees to immediately give notice thereof to Lessee. 20.9. Sale of Pro er Any sale of all or part of TOWN's Property during the Lease Term shall be under and subject to this Agreement. 20.10. Covenant Not to Sue The Parties are aware of Sections 6003 and 6409(x) of the Middle Class Tax Relief and Job Creation Act of 2012, Public Law 11296, preliminarily codified at 47 U.S.C. §§ 1403 and 1455(a) ("'Section 6003" and "Section 6409(a) "), are aware that such Sections have not yet been interpreted and applied by the courts, have differing views on the Sections' potential applicability to this Agreement, and have consulted their respective legal counsel with respect to same. The Parties agree that the Federal Communications Commission recent Report and order, Acceleration of Broadband Deployment by Improving Wireless Siting Facilities, Report and Order, WT Docket No. 13 -238, et. al., FCC 14-153 (rel. Oct. 21, 2014), specifically stated that Section 6409(x) applies only to state and local governments acting in their role as land use regulators and does not apply to such entities acting in their proprietary capacities. TOWN may contend, among other things, that Sections 6003 and 6409(a) are unconstitutional under the Commerce Clause, Fifth and Tenth Amendments to the U.S. WIRELESS COMMUNICA FACILITY LEASE A.GRLEMI N'r: T- M0BILI;1L0N ADAMS TowER 6/1/15 18 Constitution, do not appl to units of g overnment actin in a proprietar capacit or if applied to li standards in the public ri of wa jeopardize the public health, safet and welfare. The resolution of such contentions, which ma not come to pass,, is premature. In order to reach a on the terms of this A and onl for the purposes of it, the Parties a on a covenant not to sue as follows: "Lessee, and its successors and assi will not sue or contend, in an court, or before an a or in an proceedin that Sections 6003 or 6409(a) of the Middle Class Tax Relief and j ob Creation Act of 2012, Public Law 112-96, preliminaril codified at 47 U.S.C. §§ 1403 and 1455(a), appl to or affect approvals re to be obtained from TOWN, in its capacit as a landlord, pursuant to this A For the purposes of the precedin Sections 6003 or 6409(a) include an rule, order, g uidance, interpretation or decision to the extent based on either or both such Sections, and; a includes the Federal Communications Commission." IN WITNESS WHEREOF, the Parties have executed this A as of the last Part si date below. "TOWN": THE TOWN OF MAR NA, an Arizona ill-ur ujcoal corporation Ed Honea Ma Date "Lessee": T-MOBILE WEST LLC, a Delaware limited liabilit compan [ Name] Aroo Minn bazerman rTitlel Director, Network En & Ops ITNU111WHIVV912F <�f AMQV�J.it it form Date Federal I.D.#: ATTEST: ocelyn iFfison, Town Clerk APPROVED AS TO FORM: r Cassid Town Attorne WIRELESS COMMUNICATION FACILITY LEASE AGREEMENT: T-MOBILE/ LON ADAMS TowER 6/1/15 1vt STATE of County of The foregoing instrument was acknowledged before me day c by , the VILEST LLC, a Delaware limited liability c any, on behalf of the LLC. (Seal) X015 of T- MOBILE Notary Public LIST of EXHIBITS Exhibit A: Description of Property Exhibit B: Map of the Site and Access Routes Exhibit C: Site Plan Exhibit D: Form of Memorandum of Agreement WIRELESS COMMUNICATION FACILrry LEASE AGREEMEN'r: T- MOBILE,/ LON ADAMS TowER 6/1/15 20 INDIVIDUAL ACKNOWLEDGMENT t State/Commonwealth of N61oro!t_ Ss. Count of - Mkv Xk, I On this the _A0 - da y of a r. K I - Da Wnth LAM, , of Notar Public personall appeared )�o I � , before me, Year the undersi Notar Public, Name(s) of Signer(s) X personall y known to me — 0 Rr — D proved to me on the basis of satisfactor evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowled to me that he/she/the executed the same for the purposes therein stated. WITNESS m hand and official seal. Not lilljlllllll�Illjlllllllllll�Illjllllllllllll�Illjlllllllll��ll,�Ill,llllllll� �� 111111111111111111 mill i r p ublic State Of Arizon Madcopa Coupt K aren DeLozier My COMMISSIon Expi 051101201, Place Notar ea a Si of NoEr kbblic �UrP h f. �l.e,y.- d &Xa klillo n� I ►hI lA An Other Re Inform - ation ( Printed Name of Notar Expiration Date, etc.) IN1-­ORMA TION IN AREAS 1-4 REQUIRED IN ARIZONA. OPTIONAL IN RIGHT RIGHT OTHER STATES. THUMBPRINT THUMBPRINT OF SIGN1513 #1 OF SIGNER #2 Top of thumb here Top of thumb here Description io-� Art Attached cument Co M M VP 1 C&h Title or T of Document: i::&a t 1400 N re V Document Date: Number of Pa z7 Si Other Than Named Above: 2011 National Notar Association a NationalNotar 1-800-US NOTARY (1-800-876-6827) -Item 1125936 EXHIBIT A DESCRIPTION OF PROPERTY ALL THAT CERTAIN REAL PROPERTY, SITUATE IN THE COUNTY OF PIMA, STATE OF ARIZONA, BEING A PART OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 27, TOWNSHIP I I SOUTH, RANGE I I EAST, GILA AND SALT RIVER BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SURVEY MONUMENT MARKING THE NORTH QUARTER CORNER OF SECTION 27; THENCE SOUTH 00 DEGREES 14 MINUTES 15 SECONDS EAST, A DISTANCE OF 2629.68 FEET TO THE EAST QUARTER CORNER OF SAID SECTION 27; THENCE SOUTH 89 DEGREES 41 MINUTES 25 SECONDS WESTI A DISTANCE OF 30 FEET TO A POINT; THENCE NORTH 00 DEGREES 14 MINUTES 15 SECONDS WEST, A DISTANCE OF 25 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 41. MINUTES 25 SECONDS WEST ALONG A LINE PARALLEL TO THE CENTER LINE OF BARNETT ROAD FOR A DISTANCE OF 100.00 FEET, TO A POINT; THENCE NORTH 00 DEGREES 14 MINUTES 15 SECONDS WEST ALONG A LINE PARALLEL TO THE CENTERLINE OF LON ADAMS ROAD FOR A DISTANCE OF 466.69 FEET TO A POINT; THENCE NORTH 89 DEGREES 41. MINUTES 25 SECONDS EAST ALONG A LINE PARALLEL TO THE CENTERLINE OF BARNETT ROAD FOR A DISTANCE OF 1. 00.00 FEET TO A POINT ON THE WEST RIGHT -OF -WAY LINE OF LON ADAMS ROAD; THENCE SOUTH 00 DEGREES 14 MINUTES 15 SECONDS EAST ALONG A LINE PARALLEL TO THE CENTERLINE OF LON ADAMS ROAD A DISTANCE OF 466.69 FEET TO THE TRUE POINT OF BEGINNING. WIRELESS COMMUNICATION FACILITY LEASE AGRE -EMI NT: T- MOBILE'LON ADAMS TOWER 6/1/15 21 EXHIBIT B MAP OF THE SITE AND ACCESS ROUTES (PREMISES) The Site is described and /or depicted as follows (metes and bounds description): APN: 217 -37 -0560 The Premises are described and /or depicted as follows: 2 •-¢e. MUTT CAM�y yy�py r `5 r l� AICC w LAMM"At 0 VAUkPGM y )AViN 3 , _ ....... .. -., _....- .... ......... .. _......_..- . -_._. �_..._.. _.. _ ,f 4�.n ];•i-.w�^•'+'rvrvw.+wnwowr -�.aw N�+�- T�t:.:u� -.:� . •:• ............",.....- ...,.- ,....,.�.- ......- ....�.. �vor.�w.- ..+iAtlrwnvxyY.v,.tr � �'�'+x gyp^'•• .. .... N ........:: ..... .. ... ...... ....... .� dry- �'S 1. €_ ... ... .ln �•rnH�:>+[-:t:.'T+�.vW �vrryrse •Y.�• "- ,...- •.,- ...•,...,.: •,. wmrw.ww.aarww.�wv � .tv� n}F�'� va• w.. - -- - �.......- ,.��� -- w avy[ -. ms:+nWtn:cu+aNw�^'..n �wx� ,�.�...w+.'ti�+•«�..'. w�•' Nwwml:im'zn - :1 `�t+..:c�+- �lau::�1S:r.:.n.• •!s(a: xrvwn �G:S:.' rr• �%ai+':+: d - .�...,•;_...._.,.� - Notes: 1. Lessee may replace this Exhibit with a survey of the Premises once Lessee receives it. 2. Lessee Facilities shall comply with setback requirements of TOWN and any other applicable governmental authorities. 3. The access road's width will be the width required by TOWN, including police and fire departments. WIRELE -SS COMMUNICATION FACILIT L EASE A GREEMENT: T-- M OBiu -,/ LON A DAMS T OWER 6/7./15 22 4. The locations of any utility easements are illustrative only. The actual locations will be determined by the servicing utility company in compliance with all local laws and regulations. WIRELESS COMMUNICATION FACILITY LEASE AGRl FM1 NT: T- MOBII.,I /LON ADAMS TOWER 6/1/15 23 EXHIBIT C SITE PLAN Page 1 of 3 WIRELESS COMMUNICA`rION FACILITY LEASE AGPETMEN'T: T- MOBILE /LON ADAMS TOWER 6/1/15 24 EXHIBIT C SITE PLAN Pa 2 of 3 (E) MONOPOLE (N) T-MOBILE CABLE BRIDGE L COAX ROUTE (N) NEMA 3 BOX MOUNTED ON N-FRAME (N) (2) "FLEXI -STACK" EQUIP. CABINETS ( N ) COW (N) PURCELL" Fl, 7 . - (N) SERVICE LIGHTS (TYP. OF 4) ( N ) PPC CABINET -- `. � . ( N ) CIENA MOUNTED Fs ON H-FRAME 36"x47'SERVICE AREA (TYP. 00* Il FS 2 a $ 0 ely (N) LEASE AREA i4 - -� (N) T-MO¢ILIE­_,, GPS ANTE NA \f - � W IRELESS COMMUNICATION F ACILITY LEASE AGREEMENT: T-MOB ILE/ LO A DAMS ToWER 6/1/15 25 EXHIBIT C SITE PLAN Page 3 of 3 Y r # 3 SECTO S WUM (2) AM& HA PER SECTOR, ANu i kWU f Ott 10WER TOP T..O. ANTI AS a C.0. (!a a `mil NAS AWENNAS (BY I� I f 0 � I ED = IF M0f40F0LE I I I I I , .ir AG. L WIRELESS COMMUNICATION FACILITY LEASE AGREEMENT: T- MOBILE/ LON ADAMS TOWER 6/- 1/'13 26 EXHIBIT D WHEN RECORDED RETURN TO: T- Mobile USA, Inc. 12920 SE 38th Street Bellevue, WA 98006 Attn: Lease Compliance/PH10803A MEMORANDUM OF AGREEMENT APN: 217-37-0560 This MEMORANDUM OF AGREEMENT is entered into by and between the Town of Marana, Arizona, with an address of 11555 W. Civic Center Drive (hereinafter referred to as "TOWN ") and T-- Mobile west LLC, a Delaware limited liability company, with an address at 12920 SE 38th Street, Bellevue, WA 98006 (hereinafter referred to as "Lessee" or "Lessee "). 1. TOWN and Lessee entered into a wireless Communications Site Lease Agreement ("Agreement"') effective , 2015 ("'Effective Date"'). 2. The Agreement relates to certain Property owned by TOWN described as set forth in Exhibit A and necessary access and utility easements (collectively referred to hereafter as the "Premises ") as set forth in Exhibit B, attached hereto and incorporated by reference. 3. The Agreement allows Lessee to lease the Premises for a five -year term with a provision for renewal for up to five additional five -year terms. 4. This Memorandum of Agreement is solely for purposes of memorializing the Agreement and shall not serve to change or alter any terms or conditions of the Agreement. WIRELESS COMMUNICATION FACILITY LEASE AGREEMENT: T- MOBILE/ LON ADAMS TOWER 6/1/ 27 IN WITNESS WHEREOF, the parties have executed this Memorandum. of Agreement as of the day and year stated below. IColl' VKN; a political subdivision of the State of Arizona By: EXHIBIT ONLY -- DO NOT By: EXHIBIT ONLY -- DO NOT EXECUTE EXECUTE M0 r.M Title: Date: LESSEE: T- MOBILE WEST LLC, a Delaware limited liability company Nam e: Title: Date: WIRELESS COMMUNICATION FACILITY LEASE AGREEMENT: TWMOBILE/ LON ADAMS TOWER 6/1/15 0.1601 ATTACH EXHIBITS (USE SAME EXHIBITS AS USED FOR THE LEASE) WIRELESS COMMUNICA'rIQN FACILITY LEASE. AGRE MI -NT: T- MOBILE /LON ADAMS TOWER X7/1/15 29 WHEN RECORDED RETURN To: T- Mobile USA, Inc. 12920 SE 38th Street Bellevue, WA 98006 Attn Lease Compliance/PH10803A MEMORANDUM of AGREEMENT APN: 217-37-0560 This MENIORANDUTNI OF AGREEMENT is entered into b and between the Town of Marana, Arizona, with an address of 11555 W. civic Center Drive (hereinafter referred to as "TOWN "} and T-- Mobile west LLC, a Delaware limited liability company, with an address at 12920 SE 38t Street, Bellevue, WA 98006 (hereinafter referred to as "Lessee" or "Lessee " ). 1. TOWN and Lessee entered into a Wireless Communications Site Lease Agreement ("'Agreement") effective _ W . , 2015 ( "Effective Date " }. 2. The Agreement relates to certain Property owned b TOWN described as set forth in Exhibit A and necessar access and utility easements (collectively referred to hereafter as the "Premises as set forth in Exhibit B, attached hereto and incorporated b reference. 3. The Agreement allows Lessee to lease the Premises for a five -year term with a provision for renewal for up to five additional five -year terms. 4. This Memorandum of Agreement is solely for purposes of memorializing the Agreement and shall not serve to change or alter any terms or conditions of the Agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and year s below. WA The Town of Marana, Arizona a political subdivision of thf State of Arizona n Name DI - �'/u ' ��/z (Notary block for TOWN) STATE OF ARIWIJA ss. COUNTY OF Pl This instrument was acknowledged before me on /VoVernber /8 . aols by 01 Ed khneet. , [title] M r4 yOR, of hG TOI�t/A1 of MaMNa a iMu,niC p�Li� [type of entity], on behalf of said Town o F MA-a2iaNa [name of entity]. Dated: Notary Public NOTARY PUBLIC STATE OF ARIZONA Print Name bmilt A44�A,;&-itrct ` :` "'� My commission expires Mgat�,l� ►7. 0�01{ '" County of Pima ' +° DIANE MANGIALARDI My Commission Expires March 17, 2016 (Use this space for notary stamp /seal) LESSEE: T- MOBILE WEST LLC, a Delaware limited liability company B y: Danny Baernicir, Name: Area Director, Network Engineering & ops 1h A Title: Date: A ■FF*rmd >t to lwr. [Notary block for Lessee' STATE OF "Vd zom � )ss. COUNTY OF MV\ C�iva ) certify that I know or have satisfactory evidence that r is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the �ruk i 06)tXXy. Ml221 I 0?3 of Tm�%kf' W�` aDekO,WW2 V'MtVA Ae the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: _��R 0 Notary Public State of Arizona Madcopa County Karon DeLozier My Commission Expires 05/10/2019 (Use this space for notary stamp /seal) EXHIBIT A DESCRIPTION OF PROPERTY ALL 4 CERrFAIN REAL, PROP E RTY, SIlJ_JA 'I'E IN `1 HEM COUNTY OF PIMA, Sr.I..Ar1 E OF ARIZONA,, BEING A P.ARJ' OF 1 S0U'fITIEASJ' QU.ARrI_ER OF I l-IE NC7R1 1WE SrIt QUAR "I - ER OF SEC - FIC)N 27, 7'OWNSE I I SOU - 1 - 11, RANGE I I EAS GII.,A AND SAI..,rI RIVER BASES AND MERIDIAN, MORE PARJ lCtJI- JA.RE.JY DESCRIBED AS FOLI.,OWS: BEGINNING Arl' rl - TIES SURVEY MONUMENFF MARKING "I "FlE NORTf -j QtJARl - ER CORNER OF SECFlON 27: THENCE SOtJJ'lI 00 DEGREES 14 MIND "I ~ES 15 SECONDS EAST, A DIS'l ANCE OF 2629.68 F" E F rE' Z C) 41 -1E S C) t.J rI" I -I E A S rl~ CORNER OF I..I E=1 N C7 R. rI 11 W E S rI QtJAR C) F SAID SECr110N 27, `FIJENCE SOU'I'El 89 Dl_'� 1 REES 41 M INUr 25 SECONDS WE: S]", A DISJ'AN OF 30 FLEET 1 0 A PC)IN - II; r11JENCE NORrI'El 00 DEGREES 14 MINIFI S 15 SECONDS WES1I, A DISHI A,.NC::`t Ol 25 F1 I :�:rI` rI C) A I'C)INrI', SATE) I'[)1NrI� E3E INC ri "I IFS rI`RUF POINZt C)F BEGINNING r.1.�1 IENCI S t.J "I'I 89 DEGREES 41 MINIJ�I'ES 25 SE :�C�(:)NE S V�E:aS�I' AI.-,ONG A I.,1N E1 PARAIJ Eli, rF0 1 - f -If', CE:NrI'FR I._,INE_j OF BARNET - I' ROAE) FOR A DIS"I`ANCE.:J OF 100.00 I� I ,1.rI , r170 A PC) IN'I', 1 111E.NCE NC)WT °I 100 DEGREES 14 MINUrIlEaS 15 SECOND WEDS' ' AI._,ONC.j A tANE PARAI_JLLE._, 1`0 rIJJE Of" I.,ON ADAMS ROAD FOR A DIS]I ANCE1 O 466.69 F'I.,E l" 1'0 A PC)IN"F; r11.ILNCE NOR`14 -I 89 DEGiREIES 41 MINt.FI "ES 25 SECONDS EASrI" AI,C)NG A I. -ANE I'AI AI..JI..JI.a1.J Z�C :) 141F C I..NrI~i fRE.1INE.. OF E3ARNE.rI'T RC)AD FOR A DISrI'ANCF OF 100.00 F I F' -`rI` rl�O A PC) IN`r C.)N ' l'1 II " W ES "l RIGFFI' —01El —WAY IAN L OF I-.,ON ADAMS ROAD, r- I , l A �N �:y 1 ..r �..,1 L� tJ r I l 1 �� LJ D �_.1 i.J - ,4 - -/ S 14 1■ i N t✓ r• J 1 S 1 5 S E C? O N 1 :..) S �' .� A S ' A l- `) N G A t.J I N� y� PARAIA,El.1 `F0 rI CE�NrI`LRI. - ,INE. 01" I_,ON ADAMS ROAD A DISTANC�E.� (A 466.69 I•�I.aFJ]" rI�C) �I,l II_J r1 E I - f` CSI' BEGINNING. . EXHIBIT B MAP OF THE SITE AND ACCESS ROUTES (PREMISES) The Site is described and/ depicted as follows (metes and bounds description): A.PN: 2 17-37 -00 "60 The Premises are described aizd/ or depicted as follows: i tft ft wzmw _ €. rh. if 1 M iz $- war 1# I xCCtit W�Wtw* Ayh i �. Grp sI -4' w [ A•GCi33 [AUAR V 4. ` t....._..._- _•.._,_._,.,......_ .w...- ....._...f _. ..._,........ __ M t" ( f jj Notes: 1. Lessee may replace this Exhibit with a survey of the Premises once Lessee receives it. 2. Lessee Facilities shall comply with setback requirements of TOWN and an other applicable governmental authorities. 3. The access road's width will be the width required by TOWN, including police and fire departments. 4. The locations of any utility easements are illustrative only. The actual locations will be determined by the servicing utility company in compliance with all local laws and re gulations.