21013 MARICOPA COUNTY 1ST AMD 2019-07-03 FINAL.PDF

Maricopa County — Formal (2019-07-31)

View PDF Item 113 Meeting page

Extracted text (via pymupdf_layout) 32795 characters
Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
FIRST AMENDMENT TO SINGLE SITE LICENSE AGREEMENT
THIS FIRST AMENDMENT TO SINGLE SITE LICENSE AGREEMENT ( “First Amendment”), dated
as of the later date of execution of the parties as set forth below ( “Effective Date”), is by and between CTI Towers
Assets II, LLC, a Delaware limited liability company (hereinafter “CTI” or “Licensor”), as successor-in-interest
to Mediacom Arizona LLC (hereinafter referred to as “Mediacom””), and Maricopa County, a political
subdivision of the State of Arizona (hereinafter referred to as “Licensee”).
WHEREAS, Mediacom, as successor in interest to Mediacom Arizona Cable Network, owns the land
located at 3103 East Combs Road, Queen Creek, Arizona (the “Property”), on which site a communications tower
(“Tower”) is located; and
WHEREAS, on February 10, 2015, Licensee and Mediacom entered into a Single Site License Agreement
(“Agreement”) to install and maintain Licensee’s telecommunication equipment, which includes, but is not
limited to, two (2) microwave dishes, an equipment shelter, a generator, and a fuel tank on the Property; and
WHEREAS, Mediacom and CTI are parties to that certain confidential November 15, 2017 Asset
Purchase Agreement and Mediacom sold the Tower and corresponding tower facilities pertaining to the Tower
(“Tower Facilities”) via a Bill of Sale dated March 1, 2018; and
WHEREAS, effective March 1, 2018, in connection with the sale and transfer of the Tower and Tower
Facilities, CTI (“Tenant”) entered into a ground lease with Mediacom as “Landlord” (“Ground Lease”) for a
portion of the Property and was assigned all of Mediacom’s right, title, and interest in the Agreement pursuant to
an Assignment and Assumption Agreement; and
WHEREAS, Licensee and Licensor now desire to amend the Agreement to reflect corrected Tower
coordinates and allow for the installation of additional antennas, associated cables and other communications
instruments as described in Licensee’s Site Application, attached hereto and made a part hereof as Exhibit 3-1
and depicted in Exhibit 2-1 attached hereto and made a part hereof (“Additional Equipment”); and
WHEREAS, Licensor and Licensee wish to further amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:
1. Recitals. The accuracy of the foregoing Recitals is acknowledged and the Recitals are hereby
incorporated into this First Amendment.
2. Defined Terms. Capitalized terms used in this First Amendment without definition shall have the
meanings assigned to such terms in the Agreement, unless the context expressly requires otherwise.
3. Transfer, Sale, or Termination. Should the Licensor, at any time during the term of the
Agreement, transfer or sell the Tower or the Tower Facilities, then Licensor shall: (1) provide Licensee with
written notice of the transaction within thirty (30) days of the transaction being completed and in accordance with
Section 8 below. With any such transfer or sale, Licensor shall cause the purchaser to assume the obligations of
Licensor under the Agreement and this First Amendment. Licensee further agrees that, in the event Licensor
voluntarily terminates the Ground Lease as permitted or provided therein, Licensee shall have the right, at its sole
- 1 -

Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
option, to assume the obligations of Licensor under the Ground Lease or, if Licensee does not assume such
obligations and the Ground Lease terminates, then the Agreement will co-terminate with the Ground Lease.
4. Equipment. The Agreement is amended to reflect corrected Tower coordinates as set forth on Exhibit
A-1 attached hereto and to permit Licensee to install the Additional Equipment as specifically listed in Licensee’s
application and attached hereto as Exhibit 3-1 and as depicted in Exhibit 2-1 attached hereto. Licensor’s execution
of this First Amendment will signify Licensor’s approval of Exhibit 3-1 and Exhibit 2-1. Any future changes or
modifications to the equipment shown on Exhibit 3-1 and Exhibit 2-1 will require a written amendment to the
Agreement signed by the parties.
5. Monthly Payments. Section 8 and Exhibit A of the Agreement are amended to show that
commencing as of the earlier of the first day of the first month following (a) a mutually executed notice to proceed
(“NTP”), or (b) ninety (90) days after the Effective Date of this First Amendment, the monthly License Fee
payable under the Agreement (“Monthly Payment”) shall increase by One Thousand Dollars ($1,000.00), subject
to annual increases as provided for in Exhibit 4 of the Agreement. Licensor shall invoice Licensee monthly for
any and all License Fee due and payable under the Agreement, as amended by this First Amendment.
6. Section 3(b) of the Agreement is amended to include the following: Interference as described
herein shall include interference caused by loss of line of sight for microwave dishes or radio signals.
7. Structural Analysis. Licensee has, at Licensee’s sole expense, pre-paid or issued a purchase order
to Licensor to permit Licensor to order a structural analysis of the Tower by a structural engineer licensed in the
state where the Property is located. The structural analysis, dated April 1, 2019, shows the Tower has sufficient
capacity to handle the Additional Equipment. Therefore, Licensee may install its Additional Equipment upon the
receipt of a mutually executed NTP after having been requested by Licensee.
8. Notices. Section 22 of the Agreement and Sections 8 and 9 of Exhibit A of the Agreement are
hereby deleted in their entirety and replaced with the following: NOTICES. All notices, requests, demands and
communications hereunder will be given by hand delivery, by certified mail, return receipt requested, or by a
nationally recognized overnight courier, addressed to the parties as follows:
Licensee:
Manager, Maricopa County Wireless Systems
Maricopa County Office of Enterprise Technology
3324 W. Gibson Lane
Phoenix, Arizona 85009
With a copy to:
Maricopa County Real Estate Department
Attention: Director
2801 West Durango Street
Phoenix, AZ 85009
Licensee NOC: (602) 506-1191
- 2 -

Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
Licensor:
CTI Towers Assets II, LLC
Attn: Lease Administration
5000 CentreGreen Way, Suite 325
Cary, NC 27513
With a copy to:
CTI Towers Assets II, LLC
Attn: Legal Department
5000 CentreGreen Way, Suite 325
Cary, NC 27513
Licensor NOC: (508) 507-6640
Notices shall be effective on (a) the date of hand delivery, (b) one (1) business day after deposit with a
national courier service, or (c) five (5) business days after deposit in the U.S. Mail. Inability to deliver due to
change of address for which no notice was given or refusal to accept delivery shall be deemed delivery hereunder.
Each party shall have the right to designate by notice in writing any other address to which such party's notice is
to be sent.
9. Payments. All Monthly Payments and all other payments due from Licensee to Licensor under
the Agreement are to be sent to:
CTI Towers Assets II, LLC
5000 CentreGreen Way, Suite 325
Cary, NC 27513
10. Section 5 of Exhibit A of the Agreement is hereby deleted in its entirety and any reference to
Licensor’s Designated Agent shall be deleted in its entirety.
11. Subordination and Non-Disturbance. The Agreement and all of Licensee’s rights thereunder
are and shall be expressly subject and subordinate to the following terms, covenants, and conditions contained in
the Ground Lease, provided however, that if any of the following sections of the Ground Lease are amended,
modified, extended and/or assigned, the Agreement and all of Licensee’s rights thereunder shall not be subject or
subordinate to the terms, covenants or conditions contained in the Ground Lease without Licensee’s prior written
approval:
Section 8(c): Relocation of Tower
Section 9(b): Interference by Tenant
Section 11: Access
The details of each of the above sections are shown in Exhibit B.
In the event of a default by Licensor under the Ground Lease that results in the termination of the Ground Lease,
Licensee hereunder, at the option of Mediacom, shall attorn to and recognize Mediacom as the licensor hereunder
and shall, at no cost or expense to Licensee, promptly execute and deliver all instruments necessary or appropriate
- 3 -

Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
to confirm such attornment and recognition (which instruments shall provide that Mediacom shall recognize the
right of the Licensee hereunder to remain in occupancy of and have access to the Property as long as the Licensee
hereunder is not in default of the Agreement beyond applicable notice and cure periods, subject to all terms and
conditions of this Amendment and the Agreement, but any failure to execute such instruments shall not affect
such attornment and recognition and non-disturbance). Notwithstanding such attornment and recognition and
non-disturbance, Mediacom shall not be: (i) liable for any previous act or omission of Licensor hereunder or any
prior licensor or landlord; (ii) subject to any offset or defense that shall have accrued to Licensee hereunder against
Licensor or any prior licensor or landlord; or (iii) bound by any obligation of Licensor or prior licensor to make
any payment to Licensee.
12. Miscellaneous. In the event of any inconsistencies or conflicts between the Agreement and this
First Amendment, the terms of this First Amendment shall prevail. This First Amendment shall be binding upon
and inure to the benefit of upon Licensor and its successors and assigns, and Licensee and its permitted successors
and assigns.
[Signatures on Following Page]
- 4 -

Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute
this First Amendment each on the date and year set forth below.
Licensor: Licensee:
CTI Towers Assets II, LLC, a Delaware Maricopa County, a political subdivision of the
Limited Liability Company State of Arizona
By: _____________________________ By: _____________________________
Name: _____________________________ Name: ___Bill Gates__________________
Title: _____________________________ Title: ___Chairman, Board of Supervisors
Date: Date: ____
ATTEST:
__________________________________
Clerk of the Board Date
This First Amendment has been reviewed by the
undersigned counsel who have determined that it is proper
in form and is within the power and authority granted
under the laws of the State of Arizona.
Deputy County Attorney Date
- 5 -

Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
EXHIBIT A-1
Section 2 of Exhibit A of the Agreement is hereby amended to reflect that the tower coordinates are:
Latitude: N33-13-08.04
Longitude: W111-31-57.25
- 6 -

Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
EXHIBIT 3-1
SITE APPLICATION
SEE NEXT PAGE
- 7 -

will in will
discrepancies drawings of changes exhibit this these authorization 3
the re-runs or company any the of with Sector
for Any All the of event lease as Submission agreement of day 85009 85009 85009 85009 85009
loading construction fee. discrepancies of documentation, Date: 60 AZ AZ 85281 85281 AZ AZ AZ
the analysis. and the In application your Date: Out in With Phoenix, Phoenix, AZ AZ Phoenix, Phoenix, Phoenix, Configuration
administrative to responsibility lease equipment. Tempe, Tempe,
determines structural application due application. the the in acknowledges Submission Air/Change Street, Street, Lane, Lane, Lane, 2 8.5" Mhz
$1500 analyses the be the in listed upon On Durango Durango Street, Street, Gibson Gibson Gibson Antenna Sector Proposed 109' 112' 1 Sinclair Panel SE414-SWBP4LDF x 2.9" 12.5 160° -
application the a will agreed 3rd 3rd x 771-774.5
corresponding between in structural loading submitting discrepancies equipment the application Application Proposed Address West West West West West West West Final 53"
The result be terms. 2801 2801 1822 1822 3324 3324 3324
Proposed
Arizona 1 w/reflector 7.5" x Mhz 428E-831-01-T 6" x
chaveza@mail.maricopa.gov MichelleColby@mail.maricopa.gov r.siemiawski@motorolasolutions.com brent.vincent@motorolasolutions.com tomcrosby@mail.maricopa.gov tomcrosby@mail.maricopa.gov Becky.Vera@Maricopa.gov of Sector Proposed 124' 117' 1 Antel-Amphenol BCR-75013-0-25 3.9" x 46 160° - 801-804.5 1 5.2" x lbs 8.9
State 85009 85009 Omni 153" 9.25"
W the AZ AZ TX/RX
AFTERWARDS 111.31.25 Email of Phoenix, Phoenix,
subdivision Arizona Street, Lane,
4/17 FEE 3
85242 political Durango Gibson Sector N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
ver. AZ 506-1344 506-4748 760-4485 277-9290 506-5264 506-5264 506-1194 a West West
- RE-SUBMISSION Creek, Telephone County, 2801 3324
(602) (602) (602) (409) (602) (602) (602)
Queen Maricopa
Application TO Road, Soultions Configuration
SUBJECT Combs Specialist Motorola Soultions 2
License IS East Motorola Antenna Sector N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
& 3103 Estate Engineer,
21013 N Management Real Staff Director, Wireless Wireless
Site RECEIPT Creek P-50256 of of of Existing/Leased
KGIW 33.13.03 Title Property Director Principal Project Director Director Accountant
FROM Queen
MONTHS 1
6 Siemiawski Sector N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Chavez Colby Vincent Crosby Crosby Vera
EXPIRES Name Tony Michelle Rodney Brent Tom Tom Becky
D")
x
W"
x
Information Equipment inches-H" LB's)
3-1 Zip etc.) in
Name/Number State, Information Contact and Omni, (indicate antenna (Azimuth) Model
Exhibit pages Name/Number City, Contact Manager Manager Manager Manager Contact Information Information Name Address Space (Leased/Existing/Proposed/) Height Manufacturer (Panel, # (per Radiation &
4 Information Site Address, Contact Acquisition Payable Entity Incorporation Address AGL Mount Quantity Type Model Dimensions Weight of Manufacturer Dimensions
Site Latitude/Longitude Customer Estate Engineer Construction Emergency of Notification Antenna Center Frequency Frequency Quantity Weight
Site CTI Customer Street Applicant Real RF Site Accounts Signatory Other Billing Licensed State Billing Status RAD Antenna Antenna Antenna Antenna Antenna Antenna Antenna Direction TX RX TMA TMA TMA TMA

3 79" 1.3
Sector Leased 45' 42' 1 RFS UXA6--59CC x 396 208.9° 0 N/A N/A N/A 1 x
48.9" 2.2"
Configuration
2 79" 1.3"
1 7/8" Microwave Sector Leased 49' 1 RFS UXA6-W57AC x 209 239.5° 0 N/A N/A N/A 1 x
48.9" 2.2"
Final
Proposed
7/8" 1 51.7" 0.8"
2 & Sector Leased 107' 105' 1 RFS SU4-107BC x 77 326.9° 0 N/A N/A N/A 1 x
1/2" 29.4" 1.3"
3 103" 1.3
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Sector Leased 45' 41' 1 RFS UXA8--W57AC x 396 208.9° 0 N/A N/A N/A 1 x
57" 2.2"
Configuration
2 79" 1.3"
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Microwave Sector Leased 49' 46' 1 RFS UXA6-W57AC x 209 239.5° 0 N/A N/A N/A 1 x
48.9" 2.2"
Existing/Leased
1 51.7" 0.8"
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Sector Leased 107' 105' 1 RFS SU4-107BC x 77 326.9° 0 N/A N/A N/A 1 x
29.4" 1.3"
etc.)
D")
Broadcast, (Y/N) Climb? x W"
Model Equipment x
& GSM, Mounts Possession Tower inches-H" (Azimuth)
Model (Y/N) w/
& Model Manufacturer Dimensions Sector Sector Sector Sector CDMA, in and LB's) Model MW
& Quantity Weight Cables Cables Per Cables Cables Requested Builts Requested (Leased/Existing/Proposed/) (indicate in Radiation & Cables
Per Per Per (LTE, Space AGL unit Per
Quantity Manufacturer Dimensions Cables Coax Cables Fiber Cables Hybrid RET Transmit Height (per of Cables Coax
Weight Manufacturer Dimensions Equipment Equipment Equipment Equipment of of of Cables of Service Analysis Specs/As Analysis Center Manufacturer # Dimensions Manufacturer Dimensions of
Quantity Weight Coax Fiber Hybrid RET or Frequency Frequency of Microwave RAD Mount Quantity Model Weight Direction Quantity Weight Coax
Diplexer Diplexer Diplexer Diplexer RRU RRU RRU RRU Other Other Other Other of Diameter of Diameter of Diameter of Diameter Receive TX RX Type Mount Mount Mount Status MW MW MW MW MW MW MW MW ODU ODU ODU ODU of Diameter
# # # # #

CTI
Ghz Ghz the in
0 N/A 6256.54 6004.50 installed
be
will loading. Equipment
equipment tower
Ghz Ghz and existing existing existing existing existing existing existing existing existing existing existing existing existing existing existing existing existing existing existing existing existing
0 N/A No and Space to to to to to to to to to to to to to to to to to to to to to
6605.00 6765.00 well. Lease change change change change change change change change change change change change change change change change change change change change change
as site the to Final No No No No No No No No No No No No No No No No No No No No No
the at added
Proposed
power be II
to
Ghz Ghz utility need Assets
0 N/A 11245.00 10755.00 for that Towers Gov't
meter antenna's CTI
own
its LMR
has two
Ghz Ghz County the
0 N/A for is Instructions:
6256.54 6004.50 Maricopa Portfolio: Store: Organic/In-Organic Type:
Performed application
otherwise. Tower Same Tenant Drafting
be systems.
to This
Work DC Equipment average
of and installed. 2kW DDm85-27
Ghz Ghz Description LMR been and 35kw scenario, Volts EnerSys batteries revision CTI to
0 N/A Microwave, not Space existing shelter 38 x 12 x 12 x Oldcastle/1 x.3 8 Propane 16' x ground fenceline 1000 N/A N/A N/A N/A 120/208 acid one client
6605.00 6765.00 Brief have 30 11 10 x 5 Generac 4' above east case Amp, 1105Ah, lead for by
all which worse 200 48V, 24 allows Paid
house Existing/Leased on
will above Based VRLA,
which listed
Shelter antennas 5kW/month. lease lease lease
Ghz Ghz NTP $2000
0 N/A AMD $1,500 $1,000 or underlying underlying underlying -
11245.00 10755.00 microwave Days Yes
Communications 90 per per per
3 As As As
the
10
x w/
12 incorporates
dedicated H') H') L'x integrated Area
a Lease Equipment H') L'x L'x (W'x Lease cell)
installed Current etc.) (W'x H') (W'x underground, (kw) dry
and cabinets, H') L'x L'x Dimensions Dimensions Manufacturer (Amps/Volts) Ground acid, Manager REW) Rate:
already shelter. Dimensions (W'x (W'x Manufacturer/Model/Quantity ground, Consumption within (lead
MW has Space (shelter, Ground (gallons) Requirements AMD, Increase Operations (Y/N)
Per Cables Space Dimensions Dimensions Ground Model (above Equipment Power Required Installed Batteries Account SLA, Date: Exists
Cables Fiber County (existing/proposed) Enclosure Leased & Make Type Fuel Tank Fuel Type Location Capacity Model Monthly be Type - (MLA, Fee: Rate: Amendment Escalator: - Analysis (SSIS)
of Frequency Frequency Building/Shelter Ground Pad Telco/Interconnect Station Service Service to & Use Type Lease Term: Term: Use Mapping Analysis
Fiber Diameter Maricopa of Leased Concrete Shelter/Cabinet Shelter/Cabinet Generator Generator Generator Generator Tank generator) Tank Tank and of Average Electric Batteries Quantity CTI Application Monthly Monthly Commencement Renewal CTI Structural Study
of # TX RX Status Type Fuel Fuel Fuel Base Type Type For Lease Annual Initial For Tower Mount RF

12/05/18
Date:
252-573-8631
#
Phone
Y N N N
Peduto
J.
Approval:
Conditions Specialist
LL
Consent of Share Approval Collocation
LL Notice ROFR Rev

Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
EXHIBIT 2-1
DRAWINGS DATED 08/24/2018
SEE NEXT PAGE
- 8 -

INC. 51.' 51.'.; 14 190'4 $; 9# #9 #9 #9
EQO 6*' #((+.+#6'5 #0& (14$+&&'0 6*' 5+<' 5%#.' 0 9
# 4QCF 75# SERVICES, +5 #0& 241&7%'& &4#9+0) +5 +6 1( & 61 (14 (14 41#& #/5.
1 2 # ; 6 +5 +65 +0 : 016 64#%-'4 &'5%4+26+10 24'.+/+0#4; 2'4/+6 %1//'065 2'4/+6 #4+<10# ž ž ž 6+6.'
% 0 1 0 #NIQPSWKP +6 #0& 6*+5 2'4/+55+10 2/2 +557'& +557'& 0#/' 9+4'.'55 %1&' .1%#6+10 %1/$5  
+ < 7 +NNKPQKU /16141.#51.76+105 %12;4+)*6'& 190'4 1( %106#+0'& 10 +5 /% -)+9
4 + 4 # 1 'CUV 190'4 75' 14 94+66'0 $#5'& (14/#6 9# #9 57$/+6 5+6' 5+6' '#56 8#..'; 5*''6 2-1
# / % 5EJCWODWTI 6GNGRJQPG COMMUNICATIONS +5 6*' 6*' $; -)+ .#6+67&' .10)+67&' '.'8#6+10
&4#9+0) 1( $; +0(14/#6+10 6*' +5 $; &#6' 5+6' 6#0 08/24/2018
YYY 75' 4'241&7%6+10 5%#.' : 5#0 Exhibit
6*+5 2412'46; (14 9+6*176 &4#90 #22418'&
6*' 4'8
ž ž ž ž ž ž ž ž ž ž ž ž ž ž ž
ž ž ž ž ž ž ž ž ž ž ž ž ž ž ž )
(
5+<'
160° 160° 2.16
azimuth azimuth
4'& 117', 109', 5%#.' Z
Ä = = "
.')'0& BCR75013-0-25 antenna SE414-SWBP4LDF antenna ž
4'/#+0 RX TX %
Leg of of
%1.14 61 B base base .')
$.7' to
1$,'%6 ':+56+0) Ä antennas
0'9 619'4
LMR 5+<'
mount 2.16
.'0)6* ž ž ž 5%#.' Z
#2241:   
%1#: " ž
$
.')
/#07(#%674'4 6;2' , , ,
' ' ' 619'4
5+<'
'..+26+%#. '..+26+%#. '..+26+%#. Ä
%1#:
#
.')
&'6#+. &'6#+. &'6#+. 619'4
/1706 5'' 5'' 5'' Ä
2+2'Ä61Ä2+2' 2+2'Ä61Ä2+2' 2+2'Ä61Ä2+2'
: : : : : : : :
: : :
: : : : : :
/1706+0) ȭ ȭ ȭ : : : : : :
*'+)*6 žÄ žÄ žÄ Ä : : : : : : : : :
: : : : : :
#06'00# : : : : : :
: : : : : :
: : : : : :
: : : : : :
.') : : : : : :
&+5*'5 % $ % % $ Ä : : : : : : : : :
619'4 # : : : : : :
'.'8#6+10
647' 647' 647'
#06'00#5 #<+/76*    Ä
# 5176*
.')
0'9 619'4
/1&'. 4#&1/' )*\ 4#&1/' )*\ 4#&1/' )*\
9 9 #% 9 #%
#06'00# &+5* $% &+5* Ä9 &+5* Ä9 Ä
/#07(#%674'4 /9 Ä 57 /9 7:# /9 7:#
51.+& 4(5 51.+& 4(5 51.+& 4(5 $ %
ž ž ž .') .')
619'4 619'4
#06'00# 6;2' 262 262 262 Ä 612 612
10 #0& 5 61 10
2418+&'
9+4' .#;176 /'&+#%1/ *'+)*65 #06'00# $#%- 9+4'
%1&+0) 61 +5 6+' %.#4+6;
)4''0 $4190 )4''0 $4190 Ä $#4$'& # 5#%% $; 0'9 #4/ $#4$'&
%1.14 ž .') #\KOWVJ VQ 2CVJ /+%419#8' /16141.# &'6#+. ž (14
9+6* 5*'.6'4 % % % $  #06'00# 2418+&'& 6*' 56+(( 9+6*
% 176.+0' .') .') .') .') 1( 5'' 5*190
649: 5#0 5#%% 619'4 .') ('0%' )#6' 5*'.6'4 6#0- žÄ 5 +5 #.. *#8' /1706 ('0%' %.#4+6; 016
&'5%4+26+10 61 61 61 75'& .#&&'4 &'6#+. )#6' $';10& žÄ žÄ % .') % 6 0 .1#&+0) ..% %*#0)' (14 /756
016 41& (#%+.+6; " " " .') %10(+)74#6+10 &+5*'5
-)+9 -)+9 -)+9 5'.(Ä5722146 5'' '37+2/'06 žÄ 2412#0' .#&&'4 ;#)+ ;#)+ ;#)+ &+5* 016' 61 5*''65 '5 '5 5722146 %*#+0Ä.+0-
%*#+0Ä.+0-'& 2'45100'.  žÄ žÄ % 0'6914- 57$,'%6 &+5* &+5* '.'8#6+10
%106+07' .+)*60+0) 9#8')7+&' /'&+#%1/ ':+56+0) žÄ )#..10 )'0'4#614 '0%.15' '0%.15' '0%.15' " " .') 5#0 #06'00# #06'00# &#6# /#56 /+%419#8'
37#06+6; Ä ž ž Z $4+&)' 9#8')7+&' ;#)+ ;#)+ #\KOWVJ 649: #\KOWVJ VQ %#$.' #06'00# #4' 6#.. (14
6#.. 9+&' žÄ M9  VQ  2CVJ /+%419#8' 4( /+%419#8' /+%419#8' 016' ž
016'5 ':+56+0) ':+56+0) ':+56+0) ':+56+0) ž /#6%* ž +%' ':+56+0) ':+56+0) ':+56+0) ':+56+0) ':+56+0) 2CVJ ':+56+0) 0'9 (+0#. /+%419#8' 5*190
0'9 61 0'9 0'9 0'9 0'9 0'9 0'9 #4+<10# #<+/76*5 ':+56+0) ':+56+0)
-';'& 016'5 /+%419#8' 6*' 6*' 6*' #0& #.. '.'8#6+10 016
-';'&

Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
EXHIBIT B
Excerpts from Ground Lease
8. Permitted Use.
(c) Relocation of the Tower. Notwithstanding the forgoing, if determined necessary by Tenant to take down a
Tower and relocate Landlord's Assets to an alternate/replacement tower or ground space on the Leased Premises,
Tenant will have the right, at Tenant's sole cost and expense, to relocate Landlord's Assets to such alternate tower
and ground space location on the Leased Premises (the "Relocation Site"); provided, however, that such
relocation of the Landlord's Assets to the Relocation Site will not (i) result in any interruption of Landlord's
Business (as defined below) on the Land or (ii) impair, or in any manner alter, the quality of the services provided
by Landlord on and from the Leased Premises. Tenant will exercise its relocation right by delivering prior written
notice to Landlord, which will set forth Tenant's proposal for the Relocation Site. Landlord will have sixty (60)
days from the date it receives the notice to evaluate Tenant's proposed Relocation Site, during which period
Landlord will have the right to conduct tests to determine the technological feasibility of the proposed Relocation
Site and impact on Landlord's operation of its Business from such Relocation Site. Failure to respond in writing
within the sixty (60) day period will be deemed an approval of the Relocation Site. If Landlord disapproves of
the location of such Relocation Site, then Tenant may thereafter propose another location on the Leased Premises
by providing notice to Landlord in the manner set forth above. Landlord and Tenant hereby agree to use
commercially reasonable efforts to find a mutually agreeable Relocation Site in a timely manner and shall
cooperate until the parties mutually agree upon a Relocation Site. For the avoidance of doubt, any disapproval of
a proposed Relocation Site by Landlord must be commercially reasonable. Once the parties have agreed on a
Relocation Site, Tenant agrees that it will provide Landlord with twenty-one (21) days prior written notice setting
forth the proposed maintenance window when Tenant will relocate the Landlord Assets to the Relocation Site.
Landlord agrees that it will reasonably cooperate with Tenant's relocation of the Landlord Assets, including but
not limited to making necessary personnel available. Landlord and Tenant hereby agree that the Relocation Site
(including the access and utility locations or corridors) shall be surveyed by a licensed surveyor at the sole cost
of Tenant, and such survey will then replace Exhibit B hereto and become a part hereof. For the avoidance of
doubt, the terms and conditions of this Lease shall remain in full force and effect with respect to any Relocation
Site and tower erected thereon. Notwithstanding the foregoing, in the event that Landlord does not have any
Landlord Assets installed on the Tower at the time of Tenant's proposed relocation of the Tower, this Section 8(c)
shall not be applicable.
9. Interference. The provisions of this Section 9 shall survive the expiration or early termination of this
Lease.
(b) Interference by Tenant. Tenant agrees that neither Tenant nor Tenant's subtenants or other licensees, whose
equipment or facilities are installed on the Tower or Leased Premises after the Effective Date ("Subsequent
Equipment Installers"), shall permit their equipment, facilities or signal emissions to interfere with Landlord's
Equipment, Landlord's permitted radio frequency transmissions, signal emissions and/or receptions at the Leased
Premises, including but not limited to interference with any licensed or unlicensed spectrums used by Landlord
and existing as of the Effective Date. Tenant further agrees that with respect to the equipment and facilities already
installed on the Leased Premises by other licensees as of the Effective Date ("Existing Equipment Installers"),
Tenant shall enforce all applicable provisions of the respective lease or license agreements with each Existing
Equipment Installer and use commercially reasonable efforts to avoid any interference by any Existing Equipment
Installer with Landlord's Equipment, Landlord's permitted radio frequency transmissions, signal emissions and/or
receptions at the Leased Premises, including interference with any licensed or unlicensed spectrums used by
Landlord and existing as of the Effective Date, within the applicable lease or license provisions pertaining to (x)
interference, radio frequency transmissions, signal emissions and/or receptions and (y) the removal or addition of
- 9 -

Licensor Site ID: 21013 / Desert Wells
Licensee Site ID: P-50256; C-94-14-017-3-02
equipment or facilities by such Existing Equipment Installer. In the event Landlord experiences interference with
radio frequency transmissions, signal emissions, receptions or other interference from any Subsequent Equipment
Installer and/or Existing Equipment Installer on the Leased Premises, Landlord shall notify Tenant in writing of
such interference. Tenant shall acknowledge receipt of the notice within twenty-four (24) hours of Tenant's receipt
thereof. With respect to Subsequent Equipment Installers, Tenant shall use reasonable efforts to promptly correct,
or cause the applicable Subsequent Equipment Installer to correct, such interference. If such interference is not
resolved within seventy-two (72) hours of Tenant's receipt of Landlord's notice, Tenant shall require the
Subsequent Equipment Installer causing such interference to terminate their respective operations immediately
(except intermittent testing) and such Subsequent Equipment Installer shall not be permitted to resume operations
until such interference is resolved. In addition, if such interference remains unresolved for more than thirty (30)
days, Landlord may, at Landlord's sole discretion: (i) request Tenant to relocate the Landlord Assets to an alternate
location on the Tower at Tenant's cost and expense, if available; (ii) terminate this Lease without further liability,
except for the payment of rent due hereunder up to the date of termination; or (iii) request Tenant to relocate the
other equipment and facilities causing such interference at Tenant's cost and expense. Notwithstanding the
foregoing, in the event any Subsequent Equipment Installer causing an interference establishes that it is operating
within FCC regulations and requirements and in compliance with all applicable laws, Landlord agrees that it will
cooperate with Tenant and such Subsequent Equipment Installer to resolve such interference and Landlord will
have no right to request that such Subsequent Equipment Installer be relocated to an alternate location on the
Tower, but shall nevertheless retain its right to either terminate this Lease or request Tenant to relocate the
Landlord Assets to an alternate location on the Tower at Tenant's cost and expense, in each case as set forth above.
Tenant hereby covenants and agrees that any amendments to the sublease or license agreements for Existing
Equipment Installers and any new subleases, license agreements or amendments thereto entered into by Tenant
and Subsequent Equipment Installers, in each case entered into on or after the Effective Date, shall prohibit such
subtenant’s or licensee's equipment or facilities to interfere with Landlord's Equipment, Landlord's permitted
radio frequency transmissions, signal emissions and/or receptions on the Land, including but not limited to
interference with any licensed or unlicensed spectrums used by Landlord and existing as of the Effective Date.
11. Access. Tenant shall have twenty-four (24) hour access to the Leased Premises, seven (7) days a week, on
foot or motor vehicle, including trucks, including over, under or along any right-of-way to which Landlord has
rights and the non-exclusive right to install and maintain utility wires, poles, cables, guy wires, conduits and pipes
over, under or along any right-of-way to which Landlord has rights, to the extent necessary for Tenant's operation
and maintenance of the Tenant Assets; provided, however, that if Landlord's rights to access the Leased Premises
are more restrictive than the foregoing, then Tenant shall have the same rights of access to the Leased Premises
that are enjoyed by Landlord. Tenant shall repair any damage caused to the Land in connection with Tenant's
access to and from the Leased Premises and Tenant shall not remove any Landlord Assets without the prior written
consent of Landlord, except as specifically permitted in the Purchase Agreement. Landlord may enter on the Land
at any time without prior notice to Tenant and without Tenant's approval or presence; provided that Landlord may
not, without prior notice to Tenant, perform or arrange for normally scheduled installation, maintenance or repair
of the Landlord Assets or otherwise climb on a Tower (which notice requirement shall not, for the avoidance of
doubt, be construed to give Tenant the right to deny or delay Landlord's maintenance activities). Notwithstanding
the forgoing, any emergency work of the Landlord Assets on the Tower or ground of the Leased Premises may
be performed without prior notice to Tenant, provided that any such work is reported to Tenant no later than the
next Business Day. Landlord shall enter and conduct its activities on the Leased Premises in the manner designed
not to unreasonably interfere with Tenant or Tenant's Intended Use. Landlord shall not do any act under this
Section that would materially and unreasonably interfere with Tenant's access to the Land or Intended Use of the
Leased Premises.
- 10 -