PE Ground Lease_US-AZ-7073_P-024997 Vertical Bridge.pdf

TELECOMMUNICATIONS FACILITIES GROUND LEASE AGREEMENT

THIS TELECOMMUNICATIONS FACILITIES GROUND LEASE AGREEMENT
("Lease") is entered into this day of 2026 (“Effective
Date”), by and between the CITY OF BUCKEYE, an Arizona municipal corporation duly
organized and existing under the laws of the State of Arizona, that acquired title as The Town
of Buckeye, Arizona, an Arizona municipal corporation, as Lessor (hereinafter referred to as
"City" or “Lessor’”) whose address is 530 E Monroe Ave, Buckeye, AZ 85326, and VB BTS
Ill, LLC, a Delaware limited liability company (hereinafter referred to as "Lessee") whose
address is 22 W Atlantic Ave, Suite 310, Delray Beach, Florida 33444.

WITNESSETH

1. PREMISES. The City owns certain real property legally described in Exhibit 1
which is the parent parcel (hereinafter referred to as "Property"). The City hereby leases to the
Lessee approximately nine hundred (900) square feet and three hundred and fifty-six (356)
square feet of space as depicted and/or described in Exhibit 2 consisting of two (2) separate
lease areas for housing, installing, constructing, operating and maintaining certain
telecommunications facilities, together with access for ingress-egress and utility purposes to such
telecommunications facilities from a public right of way (hereinafter, collectively, referred to
as "Premises"). Lessee accepts the Premises for such purpose, subject to the considerations,
terms and conditions specified in this Lease.

2... DEFINITIONS. For the purpose of this Lease, and the interpretation and
enforcement thereof, the following words and phrases shall have the following meanings:

"Facilities" or "Telecommunications Facilities" means the Lessee’s equipment, and
property, including but not limited to, cables, wires, conduits, ducts, pedestals, antennae,
dishes, satellite dishes, mounting structures, towers, electronics, equipment storage structures
and other appurtenances used or to be used to transmit, receive, distribute, provide, house, or
offer telecommunications services, except that telecommunications services do not include
unlit (dark) fiber, cable television services, or services other than transmission services.

"Person" means and includes corporations, companies, associations, associations,
firms, partnerships, limited liability companies, and individuals and includes their lessors,
trustees, and receivers.

"Provider" means and includes every person who provides telecommunications services
over telecommunications facilities with or without any ownership or management control of the
facilities.

"Public street" means any highway, street, alley, or other public right of way for motor
vehicle travel under the jurisdiction and control of the City which has been acquired, established,
dedicated, or devoted to highway purposes.

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"Public way" means and includes all public streets and utility easements, as those terms
are defined herein, now or hereafter owned by the City, but only to the extent of the City's right,
title, interest, or authority to grant a permit or lease to occupy and use such streets and easements
for telecommunications facilities.

"Telecommunications carrier" means and includes every person that directly or
indirectly owns, controls, operates or manages plant, equipment, or property within the City, used
or to be used for the purpose of offering telecommunications service.

3. USES AND PURPOSES. Lessee shall have the use and occupancy of the Premises
for the sole purpose of constructing, operating, and maintaining Telecommunications Facilities,
together with non-exclusive access for ingress-egress and utilities serving the Premises including
all such easements of record as well as that portion of the Property designated by City and Lessee
for Lessee (and Lessee’s guests, agents, customers, lessees, sublessees and assigns) ingress, egress,
and utility purposes to and from a public right-of-way, as depicted and/or described in Exhibit 2
for the sole purpose of providing telecommunications service. Lessee shall be responsible for
adherence to all federal, state, and local regulations pertaining to the operation of a
communications facility.

Lessee shall have the right, at its sole expense, to erect and maintain on the Premises
improvements, personal property and facilities, including the Telecommunications Facilities, as
described in construction drawings to be provided by Lessee to City, after obtaining required
permits. Except in emergency situations, Lessee shall follow and comply with all permitting
requirements applicable under the City of Buckeye city code. All permit fees shall be at Lessee's
sole cost. Failure to so abide by these requirements shall be considered a material breach of this
Lease.

City shall provide Lessee right of entry to the Premises at all times to service the Premises
and the Telecommunications Facilities at all times during this Lease. Lessee shall have the right
to use existing access drives. Further, Lessee will provide the City with at least five (5) days'
notice prior to the use of substantial and/or heavy equipment. Substantial and/or heavy equipment
shall mean any equipment larger than a pick-up truck, including, but not limited to cranes.
Notwithstanding anything to the contrary herein, Lessee shall have 24 hour/7 days a week
emergency access to the Premises.

Lessee shall provide the City with a twenty-four-hour point of contact for Lessee.
Notification of changes to Lessee's point of contact shall be provided to the City within 24 hours
by telephone or email at pwleases@buckeyeaz.gov, from the point of contact, which notice shall be
followed by written notification pursuant to Section 37(g) herein. Lessee shall be responsible for
conducting appropriate background checks of all of their employees, contractors, subcontractors,
or agents ("Personnel") that access the Premises.

Personnel visiting the Premises shall be readily identifiable as to their employer by uniform
identification badge, marked company vehicle, or other proof of employment.

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4. OPTION, OPTION PERIOD, TERM AND EARLY TERMINATION.

(a) As of the Effective Date, Lessor grants to Lessee the exclusive option to lease
the Premises (the “Option”) during the Option Period (defined below). At any time during the
Option Period and Term (defined below), Lessee and its agents, engineers, surveyors and other
representatives will have the right to enter upon the Property to inspect, examine, conduct soil
borings, drainage testing, material sampling, and other geological or engineering tests or studies
of the Property (collectively, the “Tests”), to apply for and obtain licenses, permits, approvals, or
other relief required of or deemed necessary or appropriate at Lessee’s sole discretion for its use
of the Premises including, without limitation, applications for zoning variances, zoning ordinances,
amendments, special use permits, construction permits and any other permits and approvals
deemed necessary by Lessee (collectively, the “Government Approvals’), initiate the ordering
and/or scheduling of necessary utilities, obtain a title report with respect to the Property, and
otherwise to do those things on or off the Property that, in the opinion of Lessee, are necessary in
Lessee’s sole discretion to determine the physical condition of the Property, the environmental
history of the Property, and the feasibility or suitability of the Property for Lessee’s permitted use
under this Lease, all at Lessee’s expense. Lessee shall be authorized to apply for the Government
Approvals on behalf of Lessor and Lessor agrees to reasonably cooperate with such applications.
Lessee will not be liable to Lessor or any third party on account of any pre-existing defect or
condition on or with respect to the Property, whether or not such defect or condition is disclosed
by Lessee’s Tests. Lessee will restore the Property to its condition as it existed prior to conducting
any Tests, reasonable wear and tear and casualty not caused by Lessee excepted. In addition,
Lessee shall indemnify, defend and hold Lessor harmless from and against any and all injury, loss,
damage or claims arising directly out of Lessee’s Tests.

(b) In consideration of Lessor granting Lessee the Option, Lessee agrees to pay
Lessor the sum of Six Thousand Dollars ($6,000.00) within fourteen (14) days after the full
execution of this Lease. The Option Period will be for an initial term of one (1) year from the
Effective Date (the “Initial Option Period”) and may be renewed by Lessee for (1) additional
year (the “Renewal Option Period”) upon written notification to Landlord prior to the expiration
date of the Initial Option Period. Unless utilized independently, the Initial Option Period and any
Renewal Option Period shall be referred to collectively as the “Option Period.”

(c) Lessee may exercise the Option at any time during the Option Period by
delivery of written notice to Lessor (the “Notice of Exercise of Option’). The Notice of Exercise
of Option shall set forth the commencement date (the “Commencement Date”) of the Initial Term
(defined below). If Lessee does not provide a Notice of Exercise of Option during the Option
Period, this Lease will terminate, and the parties will have no further liability to each other.

(d) During the Option Period or the Term, Lessor shall not take any action to
change the zoning status or land use of the Property which would diminish, impair, or adversely
affect the use of the Premises by Lessee for its permitted uses hereunder.

(e) Effective as of the Commencement Date, Lessor leases the Premises to
Lessee subject to the terms and conditions of this Lease for an initial term of five (5) years (the
“Initial Term”) unless sooner terminated as herein provided.

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() Provided Lessee is not in default under this Lease beyond any applicable
notice period, cure period and, if applicable, any plan detailing corrective action to be taken by
Lessee that is approved by City, Lessee shall have the option to extend the term of this Lease for
four (4) successive terms of five (5) years each (each a "Renewal Term"). Each Renewal Term
shall commence automatically, unless Lessee delivers notice to City, not less than sixty (60) days
prior to the end of the then-current Term, of Lessee's intent not to renew. Further, with the City’s
advance written approval, Lessee may extend the term of this Lease for three (3) additional
successive terms of five (5) years each (each, a “Successive Renewal Term’). If Lessee desires
a Successive Renewal Term, it shall deliver to the City a written request for the same, not less than
sixty (60) days prior to the end of the then-current Term. For purposes of this Lease, "Term"
shall mean the Initial Term and any applicable Renewal Term(s) or Successive Renewal Term. No
lease shall be renewed until any ongoing violations or defaults in Lessee's performance of this
Lease have been cured, or a plan detailing the corrective action to be taken by Lessee has been
approved by the City. Within sixty (60) days following the initial development and construction
of the Facilities, Lessee shall provide to City ‘As-Builts’ of Lessee Improvements. Thereafter, if
Lessee applies for and obtains a new building permit, Lessee will provide to City updated ‘As-
Builts’ within sixty (60) days thereafter.

(g) ~ If at any time during the Term, Lessee determines, in its sole and absolute
discretion, with or without cause, that the Premises is not suitable or no longer suitable or desirable
for Lessee's intended use and/or purposes, Lessee shall have the right to terminate this Lease upon
sixty (60) days’ prior written notice to City.

(h) Should Lessee or any assignee, sublessee or licensee of Lessee hold over the
Premises or any part thereof after the expiration of this Lease, such holdover shall constitute and
be construed as a tenancy from month-to-month only, but otherwise upon the same terms and
conditions and subject to termination by the City with sixty (60) days' notice to Lessee.

5. APPEARANCE OF FACILITIES. The Facilities, including all arrays, shall
conform to the City of Buckeye Conditional Use Permit issued to Lessee for the Premises. No
later than fourteen (14) days following the vacancy or occupancy of the Facility by a Provider,
Lessee will submit a copy of its latest structural analysis report for the subject Facility to the City.

6. RIGHTS GRANTED. This Lease does not convey any fee interest in the Property,
but shall be deemed the right only to lease, use and occupy the Premises for the limited purposes
and the Term. Further, this Lease shall not be construed as any warranty of title.

City warrants and represents that it is the owner in fee simple of the Property and so long
as Lessee is not in default under this Lease beyond any applicable notice and cure period, City
covenants and agrees that Lessee shall peaceably and quietly hold and enjoy the Premises
throughout the Term, without any ejection by City, its successors or assigns or by those claiming
by, through, or under them.

Lessee has inspected or will inspect the Premises and enters upon the Premises with

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knowledge of its physical condition and the danger inherent in operations conducted in, on, or near
the Premises. LESSEE ACCEPTS THE PREMISES IN AN "AS-IS WITH ALL FAULTS"
BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS AND IS NOT RELYING
ON ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND
WHATSOEVER FROM THE CITY AS TO ANY MATTERS CONCERNING THE PREMISES.

7. INTERFERENCE. During the Option Period and Term, City agrees not to install
or to permit others to install any structure or equipment on the Premises, the Property, and any
property contiguous to the Property that is fee-owned by the City that would block or otherwise
interfere with any transmission or reception by Lessee’s Facilities (whether such blockage or
interference is in the form of an emission, radiation, induction, harmonic, a physical barrier or
otherwise (“Interference”). If Interference continues for a period more than seventy-two (72)
hours following the City’s receipt of notification (either written notice that may include email at
pwleases@buckeyeaz.gov, or telephone notice) thereof from Lessee, City shall cause any
interfering party to cease operating and/or relocate the source of Interference or to reduce the
power sufficiently to minimize the Interference until such Interference can be remedied. City
represents, warrants and covenants that all leases, subleases, or other agreements entered into by
City for the installation of equipment used for any service utilizing in whole or in part the
transmission or reception of any radio frequency(ies) at the Property or contiguous to the Property
that is fee owned by the City, will contain language prohibiting interference to any then pre-
existing use of the Premises. The Parties acknowledge and agree that there will not be an adequate
remedy at law for noncompliance with the provisions of this Section 7 and, therefore, Lessee shall
have the right to equitable remedies, including, without limitation, injunctive relief and specific
performance.

During the Term including without limitation holdover status, the operation of Lessee’s
Facilities shall not cause measurable interference with any governmental or other existing
commercial wireless communications, or with City's telecommunications facilities or other
existing operations on or around the Property. In the event such interference creates a threat to
public safety, the City shall contact Lessee to notify them of such interference. If Lessee fails to
stop the interference (other than intermittent testing) within 48 hours after telephonic notice to
Lessee's Network Operations Center (AtoN (Flash) is 877.589.6411) from the City, the City
shall then have the right to immediately correct or remove the interference by whatever
reasonable means necessary and Lessee shall reimburse the City for all reasonable costs incurred in
correcting or removing the interference. In the event the City is compelled to correct the
interference problem, the City shall not be liable for any costs, consequential damages or loss of
revenue associated with the City's actions. For all other interference problems, Lessee shall take all
steps necessary to correct and eliminate the interference within a reasonable time, at its sole cost.
If the interference cannot be eliminated within a reasonable length of time, not to exceed seven
days, Lessee agrees to immediately cease using the equipment that is creating the interference
(except for short tests necessary for the elimination of the interference), and may not recommence
using such equipment until the interference has been resolved. Additionally, the City agrees that the
City and other occupants of the Property will not cause interference that is measurable in accordance
with industry standards to the then existing equipment of Lessee.

8. REMOVAL OF IMPROVEMENTS. Within ninety (90) days after the expiration

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or earlier termination of this Lease (the “Removal Period”), Lessee and Lessee’s subtenants or
licensees shall remove its improvements and personal property from the Premises.
Notwithstanding the foregoing, the Removal Period shall be extended to ninety (90) days
following Lessee’s receipt of any applicable permit(s) and Lessor’s written approval for removal
in the event such approval is required by applicable law. Until the later of: (i) Lessee’s removal of
Improvements, and (ii) recording of the release of the Memorandum of Lease, Lessee shall
continue to pay Rent, pro-rated monthly.

9. CANCELLATION OF LEASE BY LESSEE.

(a) This Lease is contingent upon Lessee obtaining all necessary permits,
approvals, and licenses for the proposed Facilities. In the event that Lessee is unable to obtain all
such permits, approvals, and licenses, Lessee may cancel this Lease without further obligation by
giving thirty (30) days prior written notice to the City. However, no refund of any prepaid rental
amounts shall be made. Lessee agrees to restore the Property to its condition as it existed at the
commencement of this Lease, or better, reasonable wear and tear and casualty not caused by Lessee
excepted.

(b) In the event Lessee determines that the Premises are unsuitable for its
intended purpose at any time after the Effective Date, or if Lessee determines that the Premises are
not appropriate for its operations for economic, environmental, or technological reasons, including
without limitation, signal strength, coverage or interference, Lessee shall have the right to cancel
this Lease upon sixty (60) days written notice to the City pursuant to Section 4(g).

10. COMPENSATION TO THE CITY.
(a) [Reserved].

(b) Beginning on the first (1) day of the first (1") month after the
Commencement Date (“Rent Commencement Date”), Lessee shall pay to City an annual rent
payment of Twenty-Two Thousand Dollars ($22,000.00) (“Rent”), at the City’s address set forth
in Section 37(g), and shall pay such annual Rent thereafter no later than ten (10) days after each
anniversary of the Rent Commencement Date. The initial payment of Rent will be forwarded by
Lessee to the City within thirty (30) days after the Rent Commencement Date.

(c) Each year following the first year after the Commencement Date, the annual
Rent shall automatically increase by two and one-quarter percent (2.25%).

(d) In the event there are two (2) or more telecommunications carriers, Lessee
agrees to pay City twenty-five percent (25%) of each such additional telecommunications carrier's
monthly sublease or license fee as additional Rent (individually, or together if applicable, a
"Revenue Share Fee"), subject to the following terms and conditions. The applicable Revenue
Share Fee shall commence on the first day of the month following the date that such additional
telecommunications carrier(s) commences payments to Lessee of such carrier's Sublease Fee under
its respective sublease(s) with Lessee at the Premises. The Revenue Share Fee shall only be due
and payable in the event there are two (2) or more telecommunications carriers. If at any time

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subsequent to the addition of a second (2™) telecommunications carrier the number of
telecommunications carriers is reduced to one (1) telecommunications carrier, then no Revenue
Share Fee shall be due and payable. Notwithstanding anything to the contrary contained herein,
the Revenue Share Fee shall only be due and payable by Lessee to City hereunder during the term
of such telecommunications carriers' sublease agreements for so long as such telecommunications
carriers are actually paying to Lessee the requisite Sublease Fee set forth therein. For purposes of
this Lease, Sublease Fees shall be all rent actually collected from any sublease that Lessee enters
into with any subtenant or licensee including amendments and renewals thereof but excluding: (i)
any reimbursements or pass-throughs from such subleases or licenses to Lessee for charges
including but not limited to utility charges, taxes, or other pass-through expenses or (ii) any fees
from sublessees or licenses to Lessee for services performed on behalf of such sublessees or
licensees including but not limited to site acquisition, due diligence, design and engineering work,
construction, site inspections, radiofrequency monitoring and testing, repairs, and zoning and
permitting.

(e) Subject to Section 29 herein, in the event Lessee shall fail to pay when due
the annual rental payments of Rent, then, upon the happening of such event, Lessee agrees to pay
to Lessor a late charge of two percent (2%) of the annual account balance. The late charge on the
Rent begins to accrue ten (10) days after the applicable due date.

11. AMENDMENT OF LEASE. Except as provided within this Lease, a new lease
shall be required if Lessee desires to expand the Premises. If ordered by the City to locate or
relocate its Telecommunications Facilities or other equipment on the Property pursuant to Section
18 herein, the City shall grant a lease amendment. Should Lessee desire to amend this Lease, or if
additional City review of materials submitted pursuant to this Lease is required, or if a new lease
is required for Lessee to expand the Premises, within thirty (30) days after notice from the City.
Lessee shall reimburse the City for the City's actual and reasonable costs incurred relating to the
review, issuance, renewal, amendment, or administration of this Lease and/or processing and
negotiation of a new lease including, but not limited to, reasonable attorneys' fees; however, Lessee
shall not be required to reimburse City with regard to any amendment or new lease arising out of a
relocation of the Facilities pursuant to Section 18 herein.

12. IMPROVEMENTS. The Premises are situated on an office/commercial site known
as “Sundance Crossings”, which include City of Buckeye fire department administration, library
branch, prosecutor’s office, municipal court, and utility billing services. The Premises are being
leased for the purposes stated herein including the erecting, installing, operating and maintaining
radio or communications towers, transmitting and receiving equipment, antennas, dishes,
mounting structures, equipment shelters and other supporting structures, and related equipment.
Lessee may, subject to the foregoing, make any improvement, alteration or modification to the
Premises as are deemed appropriate by Lessee for the permitted use herein, provided that such
improvements, alterations, or modifications meet all the requirements of (i) Section 5 herein, and
(ii) the City of Buckeye city code (“city code”), including, without limitation, Chapter 10, Section
10-1-2 of the city code, “Disturbing and Unnecessary Noise Prohibited”, as may be amended from
time to time.

13. POLICE POWER. In accepting this Lease, Lessee acknowledges that Lessee's

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rights hereunder are subject to the legitimate rights of the police power of the City to adopt and
enforce general ordinances necessary to protect the safety and welfare of the public and Lessee
agrees to comply with all applicable general laws enacted by the City pursuant to such power.

14. [Reserved].

15. REPAIR AND EMERGENCY WORK. In the event of an unexpected repair or
emergency immediately endangering the public health, Lessee may commence such repair and
emergency response work as required under the circumstances, provided Lessee shall notify the
City as promptly as reasonably possible before such repair or emergency work commences or as
soon thereafter as possible if advance notice is not practicable and shall apply for all necessary
permits to perform such work within two (2) business days after such repair or emergency work
continues.

16. MAINTENANCE OF LEASE FACILITIES. Lessee shall maintain its facilities in
good and safe condition and in a manner that complies with all applicable federal, state, and local
requirements. Lessee shall not permit waste, damage, or injury to the Premises including the
Property, public streets or public ways of the City, other ways or other property, whether publicly
or privately owned, located in, on, or adjacent thereto. Lessee shall not restrict site access to City
except as provided herein. City shall have the exclusive right to inspect the Lessee's
Telecommunications Facilities and equipment at any time during the Term to ensure compliance
with the terms and conditions herein; provided, however, City shall provide to Lessee written
notice at least seven (7) business days before such inspection so as to permit Lessee to make the
necessary arrangements to be present at all inspections by City of Lessee's Telecommunications
Facilities and equipment.

17. SIGNAGE. Lessee shall display proper signage as required by the Federal
Communications Commission (FCC) as well as current signage on telecommunication facilities
identifying Lessee, Lessee's site number, site name, and a 24-hour contact phone number. Signage
shall be posted and visible at all times.

18. REDEVELOPMENT. Notwithstanding anything in this Lease to the contrary, City
shall have the right to redevelop the Property subject to the following conditions:

(a) City's Notice. If City intends to redevelop the Property, City shall provide
Lessee with written notice of such intent at least eighteen (18) months ("City's Notice") prior to the
commencement of any construction implementing City's redevelopment plans. City's Notice shall
contain a description of City's redevelopment plans and shall also notify Lessee whether the
location of the Premises is (1) inconsistent with City's redevelopment plans, or (2) that the location
of the Premises shall be unaffected by City's redevelopment plans and that this Lease shall remain
in full force and effect. In the event the location of the Premises is inconsistent with City's
redevelopment plans, the parties to this Agreement agree to work together in good faith to identify
promptly another location on the Property satisfactory to both parties to which the Premises shall
be permanently relocated.

(b) [Reserved].

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(c) Costs. If the Upon the City’s Notice pursuant to Section 18(a) and the
permanent relocation of the Premises are permanently relocated as described in this Section 18,
the cost of such permanent relocation shall be as follows:

(1) — City shall pay all reasonable costs and expenses incurred by Lessee to
relocate(including costs associated with any required Governmental
Approvals and/or costs for Tests of the Relocation Premises); (ii) such
relocation will be performed exclusively by Lessee or its agents; (iii) such
relocation will not unreasonably result in any interruption of the
communications service of Lessee on the Property; and (iv) such relocation
will not impair the quality of communications service provided by Lessee
on and from the Property. Notwithstanding the foregoing, City shall have
no obligation for the cost of obtainment of any electronic communication
devices, including without limitation any radio, transmitter, receiver,
antenna or cable.

(2) _ If in Lessee’s reasonable judgment no suitable Relocation Premises can be
found, City may not exercise its relocation right described in this Section
and City may not relocate or cause the relocation of the
Telecommunications Facilities; provided, however, that if City is exercising
its relocation right described in this Section in order for City to comply with
then-current applicable governmental laws, rules, statutes and regulations,
and in Lessee’s reasonable judgment, no suitable Relocation Premises can
be found, Lessee shall have the right to terminate this Agreement upon
written notice to City, without penalty or further obligation.

(d) Revised Site Plan. Upon permanent relocation of the Premises, the
parties shall execute an amendment to this Lease which redefines the Premises and which
deletes the existing Exhibit 2 and replaces it with a revised Exhibit 2. Except as otherwise
provided in this Section, all other terms and conditions of this Lease shall remain in full force
and effect upon relocation of the Premises. In the event a new lease is required, except for the
new definition and exhibit of the Premises, all other terms and conditions of this Lease shall
be set forth in the new lease unless the parties mutually agree otherwise.

(e) Dispute Resolution. If the parties cannot identify a satisfactory location
to which the Premises can be permanently relocated, then the matter shall be submitted to the
dispute resolution process (“Process”), as follows:

(1) The Process will be subject to the Commercial Arbitration Rules of the
American Arbitration Association (a/k/a AAA) (except that the terms of this
Agreement shall control over conflicting rules), and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.

(2) _ The dispute shall be heard by a single arbitrator with at least seven (7) years’
experience practicing real-estate telecommunications law including cell

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(3)
(4)

(5)

(6)

(7)

(8)
(9)

(10)
(1)

towers such as Lessee develops, builds, and manages, licensed by the State
Bar of Arizona. The arbitrator shall be selected by the mutual agreement of
the Parties. If the parties are unable to agree on an arbitrator, the Parties
shall alternately strike names from a list provided by AAA until only one
name remains.

The place of the Arbitration hearing shall be Maricopa County, Arizona.

The Parties agree that the remedies available for the award by the arbitrator
shall be limited to specific performance and declaratory relief and under no
circumstances shall the arbitrator issue an award of monetary damages,
whether characterized as actual, consequential or otherwise, provided,
however, the arbitrator may award the payment of an amount owed, or
enjoin the withholding of amounts due, pursuant to this Lease.

The Parties have structured the Process with the goal of providing for the
prompt and efficient resolution of disputes falling within the purview of the
Process. The hearing of any dispute shall be expedited and will commence
as soon as practicable, but no later than 45 days after selection of the
arbitrator. This deadline can be extended only with the consent of both
parties to the dispute, or by decision of the arbitrator upon a showing of
urgent circumstances. .

The arbitrator shall determine the nature and scope of discovery, if any, and
the manner of presentation of relevant evidence consistent with the
deadlines provided herein, and the parties’ objective that the disputes be
resolved in a prompt and efficient manner. No discovery may be had of
privileged materials or information. The arbitrator, upon proper
application, shall issue such orders as may be necessary and permissible
under law to protect confidential, proprietary, or sensitive materials or
information from public disclosure or other misuse.

In order to effectuate the Parties’ goals, the Arbitration hearing, once
commenced, will proceed from business day to business day until
concluded, absent a showing of good cause.

The arbitrator shall, within thirty (30) days from the conclusion of the
hearing, issue the award.

The arbitrator may determine how the costs and expenses of the arbitration
shall be allocated between the Parties, and may award attorneys’ fees to
either Party.

The award of the arbitrator shall be accompanied by a reasoned opinion.

The award of the arbitrator shall be final and binding. Except as otherwise
provided in this Section 18, and the Commercial Arbitration Rules of the
AAA, the Process shall be subject to the provisions of the Arizona
Arbitration Act (A.R.S. §§ 12-1501-1518). In the event a Party seeks
confirmation of an award, or if there is a failure to abide by any award,
either Party may seek any remedy at law or equity for failure to comply with
the award, but in no event shall the award be reviewed de novo.

19. DAMAGE TO FACILITIES. Unless directly and proximately caused by the
negligent, willful, intentional, or malicious acts by the City not authorized herein, the City

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shall not be liable for any damage to or loss of any Facility upon the Property as a result of
or in connection with any public works, public improvements, construction, excavation,
grading, filling, or work of any kind on the Property or within the public ways by or on behalf
of City.

20. REMOVAL OF UNAUTHORIZED FACILITIES. Subject to Section 8 above
including the Removal Period described therein, Lessee or any person who owns, controls, or
maintains on behalf of Lessee any unauthorized telecommunications system, facility, or related
appurtenances on the Property shall, at its own expense, remove such facilities or appurtenances
from the Property. A telecommunications system or facility is unauthorized and subject to
removal in the following circumstances:

(a) Subject to Section 8 above, upon expiration or early termination of this
Lease without approved extension or renewal;

(b) If the Facilities were constructed or installed without the prior grant of this
Lease;

(c) If the Facilities were constructed or installed without the prior issuance of
required City permit(s); and

(d) If the Facilities were constructed or installed at a location not permitted
by this Lease.

21. RESTORATION OF PUBLIC STREETS OR PUBLIC WAYS, OTHER
WAYS, AND THE PROPERTY.

(a) In the event Lessee, or any person acting on its behalf, does any work in or
affecting the Property, or in the event Lessee, or any person acting on its behalf, damages the
Property, it shall, at its own expense, promptly remove any obstructions therefrom and restore such
property to City construction standards as adopted before the work was undertaken, unless
otherwise directed by the City. Lessee shall obtain all requisite permits for such work.

(b) [Reserved].

(c) Lessee or any person acting in its behalf, shall use suitable barricades, flags,
flagmen, lights, flares, and other measures as required for the safety of all members of the general
public and to prevent injury or damage to any person, vehicle, or property by reason of such work
in or affecting such property.

(d) The City shall be responsible for inspection and final approval of the
condition of the Property following any construction and restoration activities therein. Further, the
provisions of this Section shall survive the expiration, revocation, or early termination of this Lease
for a period of one (1) year.

22. SUBLEASING. Lessee has the exclusive right to sublease or grant licenses without
City's consent to use all or part of the Premises and/or the Telecommunication Facilities, but no

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such sublease or license shall relieve or release Lessee from its obligations under this Lease. Such
subletting or sublicensing shall result in additional rental payments to the City as set forth in this
Lease. Any subtenants or sublicensees are subject to the terms of this Lease and the rights granted
to Lessee.

23. UTILITIES. Lessee is solely responsible for procuring and obtaining all requisite
utility service to the Premises for Lessee's intended use of the Premises and Lessee is permitted
herein to use the easements described above throughout the Term from the Premises to a public
right of way. Moreover, the City for itself, its successors and assigns, hereby grants and conveys
unto Lessee, its customers, employees, agents, invitees, subtenants, licensees, successors and
assigns a non-exclusive easement throughout the Term as depicted in Exhibit 2 to a public right
of way (a) for ingress and egress, and (b) for the construction, installation, operation, maintenance,
repair and replacement of underground electric and other utility facilities (including fiber,
backhaul, wires, poles, guys, cables, conduits and appurtenant equipment), with the right to
reconstruct, improve, add to, enlarge, change and remove such facilities, over, across and through
such easement for the benefit of and access to the Premises, subject to the terms and conditions
herein set forth. The rights granted to Lessee herein shall also include the right to partially assign
its rights hereunder to any public or private utility company or authority to facilitate the uses
contemplated herein. Upon the request of Lessee or the utility provider of services to Lessee, the
City shall execute and deliver requisite recordable documents evidencing the easements
contemplated hereunder within fifteen (15) days after receipt of such request. The rights granted
to Lessee herein shall terminate upon expiration or early termination of the Term.

24. LICENSES AND TAXES. During the Term, Lessee shall be responsible for paying
real or personal property, applicable excise leasehold, business and occupation, and/or other taxes
or licenses which may in the future be assessed as a direct result of Lessee's operations at the
Telecommunications Facilities described herein.

25. INSURANCE. Lessee shall, as a condition of this Lease, secure and maintain the
following liability insurance policies insuring both the Lessee and the City, and its elected and
appointed officers, officials, agents, employees, representatives, engineers, consultants, and
volunteers against claims for injuries to persons or damages to property which may arise from or
in connection with the exercise of the rights, privileges, and authority granted to the Lessee:

(a) Comprehensive general liability insurance, written on an occurrence basis,
with limits not less than:
(1) — $2,000,000.00 for bodily injury or death to each person;
(2) $2,000,000.00 for property damage resulting from any one accident; and
(3)  $2,000,000.00 for all other types of liability.

(b) Automobile liability for owned, non-owned and hired vehicles with a
limit of $2,000,000.00 for each person and $2,000,000.00 for each accident;

(c) Worker's compensation within statutory limits and employer's liability

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insurance with limits of not less than $1,000,000.00;

(d) Comprehensive form premises-operations, explosions and collapse hazard,
underground hazard and products completed hazard with limits of not less than $2,000,000.00;

(e) [Reserved].

(f) The liability insurance policies required by this Section shall be maintained
by Lessee throughout the Term, and such other period of time during which Lessee is operating
without a Lease hereunder, or is engaged in the removal of its Telecommunications Facilities.
Lessee shall provide original certificates, together with amendatory endorsements, including but
not limited to the additional insured endorsement, evidencing the insurance requirements of Lessee
and designating the City, and its elected and appointed officers, officials, agents, employees,
representatives, engineers, consultants, and volunteers as additional insureds, to the City prior to
the commencement of any work or installation of any facilities pursuant to this Lease. Lessee
warrants that it shall pay any deductibles pursuant to its standard policies, and shall indemnify
City for any losses or claims resulting from Lessee's failure to pay said deductible. Payment
of deductibles and self-insured retentions shall be the sole responsibility of Lessee. Lessee's
insurance shall be primary insurance as respects the City, its officers, officials, employees, agents,
consultants, and volunteers. Any insurance, self-insurance, or self-insured pool coverage
maintained by the City, its officers, officials, employees, consultants, agents, and volunteers shall
be in excess of Lessee's insurance and shall not contribute with it. The City shall be provided thirty
(30) days advance notice of cancellation of any coverages required. Within thirty (30) days after
receipt by the City of said notice, and in no event later than fifteen (15) days prior to said
cancellation or intent not to renew, Lessee shall obtain and furnish to the City replacement
insurance policies meeting the requirements of this Section.

(g) Insurance is to be placed with insurers with a current AM Best, Inc. rating of
“A-” or above.

(h) All of Lessee's insurance requirements may be satisfied through any
combination of excess liability and/or umbrella policies. Lessee's maintenance of insurance as
required by this Lease shall not be construed to limit the liability of Lessee to the coverage provided
by such insurance, or otherwise limit the City's recourse to any remedy available at law or in
equity. If Lessee maintains higher insurance limits than the minimums shown above, the City
shall be insured for the full available limits of Commercial General and Excess or Umbrella
liability maintained by Lessee, irrespective of whether such limits maintained by Lessee are greater
than those required by this Lease or whether any certificate of insurance furnished to the City
evidences limits of liability lower than those maintained by Lessee.

(i) Lessee's Commercial General Liability insurance shall be at least as broad
as Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and
contractual liability. There shall be no exclusion for liability arising from explosion, collapse or
underground property damage. The City shall be named as an additional insured under the Lessee's
Commercial General Liability insurance policy using ISO Additional Insured-State or Political

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Subdivisions-Permits CG 20 11 or a substitute endorsement providing at least as broad coverage.
Property insurance shall be written on an all-risk basis. The Lessee's Automobile Liability
insurance covering all owned, non-owned, hired and leased vehicles coverage shall be at least as
broad as Insurance Services Office (ISO) form CA 00 01.

G) Lessee and City hereby release and discharge each other from all claims,
losses, and liabilities arising from or caused by any hazard covered by property insurance on or in
connection with the Premises. This release shall apply only to the extent that such claim, loss, or
liability is covered by insurance.

26. GENERAL INDEMNIFICATION.

(a) Lessee shall defend, indemnify, and hold harmless the City (to include for
purposes of this Section, its officers, officials, employees, and volunteers) from and against any
and all claims, suits, actions, or liabilities, including for injury or death of any person, or for loss
or damage to property, which arises out of Lessee's use of the Premises, or from the conduct of
Lessee's business, or from any activity, work, or thing done, permitted, or suffered by Lessee in
or about the Premises, except only such injury or damage as shall have been occasioned by the
gross negligence or willful misconduct of the City, or in any way relating to this Lease. This
waiver has been mutually negotiated and agreed to by the Lessee and City. The provisions of this
Section shall survive the expiration or termination of this Lease for a period of one (1) year.

(b) Lessee assumes the risk of damage to its facilities located in the City's public
ways, rights-of-way, easements, and property from activities conducted by the City, its officers,
employees, agents, and volunteers, except for damage caused by the City's gross negligence or
willful misconduct. Lessee releases and waives any and all claims against the City, its officers,
employees, agents, and volunteers for damage to or destruction of Lessee's facilities except to the
extent any such damage or destruction is caused by the grossly negligent, or willful and malicious
action of the City, its officers, employees, agents, or volunteers.

(c) Lessee shall promptly notify City, in writing, of any and all casualties or
accidents occurring in or about the Premises during the Term.

27. BONDING. Within sixty (60) days after the Commencement Date, Lessee shall
execute and deliver to City a bond in an amount to be determined by an appraiser selected by the
mutual agreement of the Parties. At minimum, the Appraisal will address the cost to physically
remove the telecommunications facilities and site restoration, for the (i) Initial Term, (ii) Renewal
Term, and (iii) Successive Renewal Terms. The Appraisal will be paid for by Lessee. to the benefit
of City to ensure Lessee's obligations to remove its Facilities and restore the Premises pursuant to
the terms herein following the expiration or earlier termination of this Lease. If Lessee fails to
provide or maintain the bond in accordance with the Appraisal costs, then the City may require
Lessee to substitute an equivalent cash deposit in lieu of the bond. Lessee's maintenance of the
bond required pursuant to this Section shall not excuse unfaithful performance by Lessee, or limit
the liability of Lessee to the amount of the bond or otherwise limit the City's resources available
by law or in equity.

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28. ASSIGNMENTS OR TRANSFERS OF LEASE. Lessee may not assign, or
otherwise transfer all or part of its interest in this Lease without prior written consent of the City,
which shall not be unreasonably withheld, delayed or conditioned; provided, however, that Lessee
may assign, without the City's consent, Lessee's interest to a "Pre-Approved Assignee." For
purposes of this Lease, a Pre-Approved Assignee shall be any Lender in connection with a
financing agreement (and, for purposes of this Lease, such Lender is identified below in Section
37(g)), Lessee's parent company, any subsidiary or affiliate of it or its parent company or to any
successor- in-interest by reason of merger, acquisition or business reorganization. In the event of
a sale by Lessee, such purchasing entity shall be acquiring fifty-one percent (51%) or more of
Lessee's ownership assets.

(a) Except for an assignment by Lessee of Lessee's interest in this Lease to a Pre-
Approved Assignee, no Lease shall be assigned or transferred in any manner within twelve (12)
months after the Commencement Date.

(b) Except for an assignment by Lessee to a Pre-Approved Assignee, the Lessee
and any proposed assignee or transferee, shall provide and certify any other information reasonably
required by the City, within thirty (30) days before the proposed assignment or transfer of the
Lease.

(c) No transfer shall be approved unless the assignee or transferee has the legal,
technical, financial, and other requisite qualifications to own, hold, and operate the
Telecommunications Facilities pursuant to this Lease.

(d) Any transfer or assignment of Lessee's interest in this Lease that is not in
accordance with this Section shall be void and is cause for revocation of this Lease.

29. REVOCATION OR TERMINATION OF LEASE. Subject to all applicable and
cure periods set forth herein, this Lease may be terminated by City for the following reasons:

(a) Lessee's construction or operation in the City or in the public ways of the
City or upon the Property without proper City authorization;

(b) Lessee's construction or operation at an unauthorized location;
(c) Unauthorized sale, assignment, or transfer of Lessee's interest in this Lease;
(d) Abandonment of Lessee's Telecommunications Facilities in the public

ways or upon the Property for a period of sixty (60) consecutive days during the Term;

(e) Failure to remove facilities as required in this Lease;

(f) Failure to pay taxes, compensation, fees or costs when and as due;
(g) Insolvency or bankruptcy of the Lessee;

(h) Failure to construct or operate in accordance with approved permits;

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(i) Violation of any material provision or term of this Lease;

GQ) The Federal Communications Commission or its successor entity determines
that the Telecommunications Facilities installed on the Premises are hazardous to health or safety;

Ck) Misrepresentations by Lessee in any written statement upon which the City
relies in making the decision to grant, review, or amend this Lease;

(m) Construction, operation, or maintenance by Lessee of the
Telecommunications Facilities in a dangerous or hazardous manner.

30. NOTICE AND DUTY TO CURE. In the event that either party is in violation of or
defaults under the provisions of this Lease, the party in default shall be given (a) written notice of
the apparent violation, default or non-compliance, providing a short and concise statement of the
nature and general facts of the violation, default or non-compliance; and (b) a reasonable period
of time not exceeding sixty (60) days to cure the violation from the date of receipt of the
aforementioned written notice.

No act or omission of the parties after a breach by the other shall operate as a waiver of
any past or future breach, or to deprive the party from promptly exercising any right or remedy it
has under this Lease. ,

If a court of competent jurisdiction determines that Lessee has willfully violated or
purposefully failed to comply with any material provisions of this Lease after notice is given to
Lessee by the City under the provisions of this Lease and Lessee has had an opportunity to cure in
accordance with the terms of this Lease, then Lessee shall forfeit all rights conferred hereunder
and the Lease may be revoked or annulled by City. The City may elect, in lieu of the above and
without prejudice to any of its other legal rights and remedies, to pursue other remedies and recover
damages and costs incurred by City by reason of Lessee's failure to comply.

31. NOTICE OF ENTRY ON PRIVATE PROPERTY. If directed by the City, at
least seventy-two (72) hours prior to entering private property or streets or public easements
adjacent to or on such private property to perform permitted new construction or reconstruction, a
notice indicating the nature and location of the work to be performed shall be physically posted,
at no expense to the City, upon the affected property by the Lessee. A door hanger may be used
to comply with the notice and posting requirements of this Section. Lessee shall make a reasonable
good faith effort to comply with the property owner/occupant’s preferences, if any, on location or
placement of underground installations (excluding aerial cable lines utilizing existing poles and
existing cable paths), consistent with sound engineering practices. Provided, however, that nothing
in this Lease shall permit Lessee to unlawfully enter or construct improvements upon the property
or premises of another.

32. SAFETY REQUIREMENTS. Lessee, in accordance with applicable federal, state,
and local safety requirements shall, at all times, employ ordinary care and shall install and maintain
and use commonly accepted methods and devices for preventing failures and accidents which are

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likely to cause damage, injury, or nuisance to the public and/or workers. All structures and all
lines, equipment and connections installed by Lessee in, over, under, and upon the streets,
sidewalks, alleys, and public ways or places of the Property or Premises, wherever situated or
located, shall at all times be kept and maintained in a safe, suitable condition, and in good order
and repair. Ifa violation of the National Electrical Safety Code or other applicable regulation is
found to exist by the City, the City will, after discussions with Lessee, establish a reasonable time
for Lessee to make necessary repairs. If the repairs are not made within the established reasonable
time frame, upon prior notice and Tenant’s opportunity to cure as provided herein, the City may
make the repairs itself or have them made and collect all reasonable costs actually incurred by the
City thereof from Lessee.

Lessee, at its sole expense, shall take all necessary actions to comply with all applicable
Federal Communications Commission (FCC) radio frequency (RF) exposure regulations and
requirements, and shall take reasonable precautions so that neither workers nor the public are
subject to RF exposures above the FCC-specified levels. Lessee shall obtain written certification
by a firm with documentable expertise, reasonably acceptable to City, that Lessee's facility
complies with the RF exposure regulations and requirements. Lessee shall furnish a written copy
of the entire report and certification to City within thirty (30) business days after receipt.
Compliance and certification under these provisions shall consist of the signed RF engineering
report, together with implementation of all recommendations to assure Lessee's site-wide
compliance, including, as appropriate, warning signage and other RF exposure mitigation
measures,

Lessee shall furnish to the City any and all completed structural analysis reports or, if and
as applicable, tower structural design, for the Telecommunications Facility including, without
limitation, amendments, addenda and supplements, within thirty (30) business days after Lessee’s
receipt thereof.

33. LIENS. Lessee shall not permit any lien to be imposed upon the real and/or
personal property of the City as a result of work done by or on behalf of Lessee and shall indemnify
and hold the City harmless against any and all expenses, including reasonable attorneys’ fees and
court costs in connection with any such lien.

34. LENDER'S RIGHTS.

(a) City agrees to recognize the leases/licenses of all sublessees and sublicensees
and will permit each of them to remain in occupancy of its premises notwithstanding any default
hereunder by Lessee so long as each such respective sublessee or sublicensee is not in default
under the lease/license covering its premises.

(b) City consents to the granting by Lessee of a lien and security interest in
Lessee's interest in this Lease and all of Lessee's personal property and fixtures attached to the real
property described herein, and furthermore consents to the exercise by Lender of its rights of
foreclosure with respect to its lien and security interest. City agrees to recognize Lender as Lessee
hereunder upon any such exercise by Lender of its rights of foreclosure.

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(c) City hereby agrees to give Lender written notice of any breach or default of
the terms of this Lease within fifteen (15) days after the occurrence thereof at the address set forth
n Section 37(g). City further agrees that no default under this Lease shall be deemed to have
occurred unless such notice to Lender is also given and that, in the event of any such breach or
default under the terms of this Lease, Lender shall have the right, to the same extent, for the same
period and with the same effect, as Lessee, plus an additional ninety (90) days after any applicable
grace period to cure or correct any such default.

(d) City acknowledges that nothing contained herein shall be deemed or
construed to obligate Lender to take any action hereunder, or to perform or discharge any
obligation, duty or liability of Lessee under this Lease. No Lender shall become liable under the
provisions of this Lease or any lease executed pursuant to Section 35 hereof unless and until such
time as it becomes, and then only for as long as it remains, the owner of the leasehold estate created
hereby or thereby.

(e) Lessee shall have the right from time to time to mortgage or otherwise
encumber Lessee's interest in this Lease; provided, however, in no event shall there be more than
one such mortgage or encumbrance outstanding at any one time. If Lessee shall so mortgage (each
a "Lessee Mortgage") Lessee's interest in this Lease to one or more lenders (any such lender, and
any successor, assign, designee or nominee of such lender, hereinafter a "Lender"), Lessee or such
Lender shall give City prompt notice of such Lessee Mortgage and furnish City with a complete
and correct copy of such Lessee Mortgage, certified as such by Lessee or such Lender, together
with the name and address of such Lender.

35. RIGHT TO NEW LEASE.

(a) In the case of termination of this Lease for any reason, or in the event this
Lease is rejected or disaffirmed pursuant to any bankruptcy, insolvency or other law affecting
creditor's rights, City shall give prompt notice thereof to Lender at the address set forth in Section
37(g) or as may be provided to City by Lessee following the Commencement Date. Thereafter,
City, upon written request of Lender, and within thirty (30) days after the receipt of such request,
shall promptly execute and deliver a new lease of the Premises and assignment of all subleases
and sublicenses to Lender or its designee or nominee (so long as such designee or nominee, other
than Lender, is not Lessee or Lessee's successors or assigns), for the remainder of the Term upon
all the covenants, conditions, limitations and agreements contained herein (including, without
limitation, options to extend the Term) except for such provisions which must be modified to
reflect such termination, rejection or disaffirmance and the passage of time, provided that such
Lender (i) shall pay to City, simultaneously with the delivery of such new lease, all unpaid rent
due under this Lease up to and including the date of the commencement of the term of such new
lease and all reasonable expenses, including, without limitation, reasonable attorneys' fees and
disbursements and court costs, incurred by City in connection with the default by Lessee, the
termination of this Lease and the preparation of the new lease, and (ii) shall cure all defaults
existing under this Lease which are susceptible to being cured by such Lender promptly and with
due diligence after the delivery of such new lease. Notwithstanding anything to the contrary
contained herein, provided such Lender shall have otherwise complied with the provisions of this
Section, such Lender shall have no obligation to cure any defaults which are not susceptible to

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being cured by such Lender (for example, the bankruptcy of Lessee).

(b) For so long as Lender shall have the right to enter into a new lease with City
pursuant to this Section 35, City shall not enter into a new lease of the Premises with any person
or entity other than Lender, without the prior written consent of Lender.

36. ADDITIONAL PROVISIONS.

(a) The parties hereto agree that (i) Lessee is in possession of the Premises
notwithstanding the fact that Lessee has subleased or licensed, or may in the future sublease or
license, certain of the improvements thereon to third parties and (ii) the requirements of 11 U.S.C.
§ 365(h) with respect to Lessee's possession of the leasehold under this Lease are satisfied.
Accordingly, and subject to the provisions of applicable law including 11 U.S.C. § 365(h), the
right of Lessee to remain in possession of the leasehold under this Lease shall continue
notwithstanding any rejection of this Lease in any bankruptcy proceeding involving City, or any
other actions by any party in such a proceeding. This provision, while included in this Lease, has
been separately negotiated and shall constitute a separate contract between the parties as well as a
part of this Lease. The provisions of this Section are for the benefit of Lessee and its assigns,
including, without limitation, Lender. The parties hereto also agree that Lender is a party in interest
and shall have the right to appear as a party in any proceeding brought under any bankruptcy law
or under any other law which may affect this Lease.

(b) The provisions of Sections 34 and 35 hereof shall survive the termination, rejection
or disaffirmance of this Lease and shall continue in full force and effect thereafter to the same
extent as if such Sections were a separate and independent contract made by City, Lessee and
Lender and, from the effective date of such termination, rejection or disaffirmance of this Lease to
the date of execution and delivery of such new lease, Lender may use and enjoy the leasehold
estate created by this Lease without hindrance by City. The aforesaid agreement of City to enter
into a new lease with Lender shall be deemed a separate agreement between City and such Lender,
separate and apart from this Lease as well as a part of this Lease, and shall be unaffected by the
rejection of this Lease in any bankruptcy proceeding by any party.

(c) If a Lessee Mortgage is in effect, this Lease shall not be modified or amended by
the parties hereto, or terminated or surrendered by Lessee, nor shall City accept any such
termination or surrender of this Lease by Lessee, without the prior written consent of Lender,
which shall not be unreasonably withheld.

(d) The provisions of Sections 34 and 35 hereof are for the benefit of Lender and may
be relied upon and shall be enforceable by Lender as if Lender were a party to this Lease.

(e) City shall, within ten (10) days of the request of Lessee or any Lender or prospective
Lender, provide an estoppel certificate as to any matters reasonably requested by Lessee or Lender.

(f) The right to extend or renew this Lease may be exercisable by the holder of a Lessee
Mortgage.

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37. MISCELLANEOUS.

(a) This Lease shall be governed by the laws of the State of Arizona. In the event any
suit, arbitration, or other proceeding is instituted to enforce any term of this Lease, the parties
understand and agree that venue shall be exclusively in Maricopa County, Arizona.

(b) The substantially prevailing party in any litigation arising hereunder shall be
entitled to its reasonable attorneys' fees and court costs, including appeals, if any.

(c) Each party agrees to furnish the other, within thirty (30) days after request, such
truthful information as the other may reasonably request.

(d) This Lease constitutes the entire agreement and understanding of the parties, and
supersedes all offers, negotiations and other agreements. There are no representations or
understandings of any kind not set forth herein. Any amendments to this Lease must be in writing
and executed by both parties.

(e) If either party is represented by a real estate broker in this transaction, that party
shall be fully responsible for any fee due such broker.

(f) If any term of this Lease is found to be void or invalid, such invalidity shall not
affect the remaining terms of this Lease, which shall continue in full force and effect.

(g) All notices, requests, claims, demands, and other communications hereunder shall
be in writing and may be hand delivered (provided the deliverer provides proof of delivery) or sent
by nationally established overnight courier that provides proof of delivery, or certified or registered
mail (postage prepaid, return receipt requested). Notice shall be deemed received on the date of
delivery as demonstrated by the receipt of delivery. Notices shall be delivered to a party at the
party's respective address below, or to such other address that a party below may provide from
time to time:

LESSOR:

City of Buckeye

530 E Monroe Ave

Buckeye AZ 85326

ATT: Doug Sandstrom, City Manager

With a copy to:

City of Buckeye

530 E Monroe Ave

~ Buckeye AZ 85326

ATT: Tosca Henry, City Attorney

LESSEE:

VB BTS II, LLC

22 W Atlantic Ave, Suite 310
Delray Beach, Florida 33444

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