2016-05-18 DW TOWER - GOLDFIELD SUBLEASE AGREEMENT.DOCX

Sublandlord's Site Name: Goldfield 0038
Subtenant's Site Name: Gold
TOWER SUBLEASE AGREEMENT
Between
DW Tower, LLC
And
Maricopa County, a political subdivision of the State of Arizona
Dated _________________, 2016
C-xx-16-xxx-x-00
Lease No. L-7464

TOWER SUBLEASE AGREEMENT
This Tower Sublease Agreement (“Sublease”) is entered into as of this _____ day of
________________, 2016 between DW Tower, LLC, a Delaware limited liability company with
a principal place of business at 4601 Paradise Blvd NW, Suite 104, Albuquerque, NM 87114
(“Sublandlord”) and Maricopa County, a political subdivision of the State of Arizona, with a
mailing address of 301 W. Jefferson, Phoenix, AZ 85003 (“Subtenant”).
RECITALS
WHEREAS, Sublandlord leases certain real property under the terms and conditions of a
certain Communications Use Lease between the United States of America, acting through the
Forest Service, Department of Agriculture (“Owner”) executed on September 12, 2013 (“Prime
Lease”) along with conditions under the Prospectus Wireless Communication Area Saguaro
Lake, Lower Salt River, dated March 2011, Tonto National Forests Southwest Region document
between Sublandlord and Tonto National Forest Southwest Region (“Forest Service”), all made a
part hereof as Attachment 3. The real property is located in Maricopa County, State of Arizona,
and described on Attachment 1 attached hereto; and
WHEREAS, Sublandlord has constructed a communications facility on the real property,
which includes an one-hundred forty-five foot (145') Tower (defined below);
WHEREAS, Subtenant desires to sublease space on the Tower and Land (defined below)
for Subtenant’s use in conjunction with Subtenant’s construction and operation of its
communications facility; and
WHEREAS, Sublandlord has authorization from Owner and Forest Service to sublease to
Subtenant space on the Tower and Land; and
WHEREAS, Sublandlord is willing to sublease to Subtenant certain space on the Tower
and Land, under the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the Sublandlord and Subtenant agree as follows:
1. Premises.
Subject to the following terms and conditions, Sublandlord hereby subleases, pursuant to the
Prime Lease, a portion of the real property and associated easements and/or rights of way
(collectively the “Land”) and a wireless radio communications and/or telecommunications tower
(the “Tower”) and communications equipment or cabinet(s) (“Enclosure”) located thereon as
identified in greater detail herein (the Tower, Enclosure and Land are collectively, the
“Property”). Sublandlord, hereby subleases to Subtenant and Subtenant subleases from
Sublandlord space on the Tower for two (2) antenna(s), one (1) microwave dish and associated
appurtenances at a height of 94’, 82’, and 30’ respectively, hereinafter referred to as “Site,”
defined and described in Subtenant’s construction drawings, dated May 13, 2016 (the
“Construction Drawings”), attached hereto and made a part hereof as Attachment 7, along with
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Subtenant Site Name : Gold

non-exclusive access to Sublandlord’s right-of-way for ingress, egress and utilities as defined in
the Prime Lease, each as shown on Attachment 2, Subtenant Facilities (collectively, the “Leased
Premises”).
2. Prime Lease.
2.1 Subtenant acknowledges that Sublandlord’s interest in and the access to such
Property, is subject to, and governed by, the terms and conditions of the Prime Lease. In the
Event of a conflict between the terms of the Prime Lease and the terms of this Sublease, as
between Sublandlord and Subtenant, the Sublease shall control. Notwithstanding the foregoing,
Subtenant acknowledges that the terms, conditions, provisions, and obligations of this Sublease
as they pertain to the Property affected by the Prime Lease, shall be subject and subordinate to
the Prime Lease , and Subtenant agrees not to commit any act or omission with respect to any of
its obligations hereunder which would cause a default by Sublandlord under this Prime Lease. In
the event of the termination of such Prime Lease, for any reason, this Sublease shall
automatically terminate, and Sublandlord and Subtenant shall be relieved of all obligations
accruing thereafter under this Sublease, as they pertain to the Property affected by the Prime
Lease, except as specified in sections 5.3, 6.6 and 12.1
2.2 By the execution of this Sublease for the Leased Premises affected by the Prime
Lease, Sublandlord shall be deemed to represent and covenant with respect to such Prime Lease
that (i) the Prime Lease is in full force and effect, Sublandlord has received no notice of default
thereunder which is currently in effect, and to the best of Sublandlord’s knowledge, there is no
existing default by Sublandlord or the other party to the Prime Lease, (ii) Sublandlord has the
right to enter into this Sublease with Subtenant, without any consent of any other party to the
Prime Lease which has not been obtained, (iii) Sublandlord agrees to exercise any renewal
options contained in the Prime Lease which may be required to extend the term of the Prime
Lease beyond the expiration date of this Sublease, including any renewal terms; (iv) during the
Term, Sublandlord will not terminate, materially modify, amend or assign the Prime Lease in a
manner which adversely affects the rights or obligations of Subtenant without the prior written
consent of Subtenant; and (iii) Sublandlord shall timely perform and comply with all the terms
and conditions of the Prime Lease, and not do anything or permit anything that would result in a
default under or cause the Prime Lease to be terminated.
2.3 Subtenant shall not do, attempt, permit or suffer anything to be done on the
Leased Premises which could be construed to be a violation of the Prime Lease. To the extent
that Subtenant’s use of the Leased Premises requires approval of the Owner, it shall be
Sublandlord’s sole responsibility to arrange for such approval(s). Subtenant shall not contact the
Owner, as such contact with Owner pertains solely to this Sublease, without Sublandlord’s
written consent. Sublandlord shall, immediately upon knowledge of termination of Prime Lease,
notify Subtenant of same.
3. Use.
3.1 Subtenant shall use the Leased Premises and conduct its communications
operations in compliance with the terms of its FCC license, and all applicable laws, orders,
ordinances, and regulations pertaining to the Leased Premises or Subtenant’s business. Subtenant
shall, if requested, provide Sublandlord with copies of any permits required in connection with
Subtenant’s operations on the Leased Premises. Before performing any non-emergency
installation or non-emergency maintenance work (the “Work”) at the Leased Premises,
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Subtenant Site Name : Gold

Subtenant shall notify Sublandlord and obtain Sublandlord’s approval of the work to be
performed and the persons to perform the work, which approval shall not be unreasonably
withheld, conditioned or delayed.
3.2 All contractors and subcontractors of Subtenant who perform any non-emergency
services on the Leased Premises must (i) be approved in writing by Sublandlord in advance, (ii)
hold all licenses necessary for the work being performed, and (iii) hold adequate insurance
coverage as defined herein. Subtenant shall, if requested, provide Sublandlord with
documentation evidencing the contractors’ and subcontractors’ compliance with subclause (iii)
above.
3.3 Subtenant understands that it is the intention of Sublandlord to accommodate as
many users as possible at its Property. Subtenant shall reasonably cooperate if necessary, with
Sublandlord in rescheduling its transmitting activities, reducing power, or interrupting its
activities for limited periods of time in order to permit the safe installation of new equipment or
new facilities at the Premises or to permit repairs to facilitate any user of the Premises or to the
Premises or related facilities. In the unlikely event that Sublandlord shall require the interruption
of Subtenant’s transmission facilities, Sublandlord shall provide no less than thirty (30) days’
notice to Subtenant’s Director of Wireless Communication Services at (602) 506-5264, between
the hours of 7:00 a.m. to 5:00 p.m. Monday through Thursday (the “Normal Business Hours”),
and to the Maricopa County Protective Services Command Center at (602) 506-8335 outside of
the Normal Business Hours. Due to the public safety nature of Subtenant’s wireless
communication requirements, any such interruption shall occur only during a time period
preapproved by Subtenant.
4. Construction.
4.1 Sublandlord agrees to provide Subtenant copies of all plans, specifications,
surveys and Tower maps for the Land or Tower in Sublandlord’s possession or reasonably
available to Sublandlord. The Tower map plan or similar document shall include the elevation of
all proposed antennas or antennas currently on the Tower. Prior to commencing construction on
the Leased Premises, Subtenant shall submit plans and specifications (the “Plans”) to
Sublandlord for Sublandlord’s written approval, which approval shall not be unreasonably
withheld, conditioned or delayed. Sublandlord shall not object to the Plans to the extent they are
consistent with the exhibits to this Sublease. In the event Sublandlord does not either (i) object
to the plans in writing or (ii) furnish Subtenant with written approval, within ten (10) business
days of the date of submittal of the Plans, Sublandlord will be deemed to have approved them.
All work to be done by Subtenant shall be performed in accordance with the approved Plans
unless otherwise approved in writing by Sublandlord, which approval shall not be unreasonably
withheld, conditioned or delayed. Subtenant shall follow the same approval procedure if it
desires to alter any of the Plans.
4.2 None of Subtenant’s Facilities (as defined below) shall be installed on the Tower
nor shall any construction pertaining to Subtenant’s communications facility commence until: (i)
Subtenant’s Plans have been approved by Sublandlord in accordance with Section 4.1 above; (ii)
Subtenant has obtained all necessary governmental approvals and supplied proof of such
approvals to Sublandlord; (iii) Sublandlord has obtained the approval of the Owner if required
under the Prime Lease (Attachment 4); and (iv) Sublandlord has provided Subtenant written
notice permitting Subtenant to commence construction ("Notice to Proceed"). Upon receipt of
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Subtenant Site Name : Gold

the Notice to Proceed, Subtenant shall notify Sublandlord (pursuant to the contact information
found in Section 21 herein), of its intent to commence construction.
4.3 Subtenant shall provide all labor for the installation, maintenance and repair of
Subtenant’s Facilities at Subtenant’s sole cost and expense.
4.4 All Work not performed by Sublandlord, shall be performed by licensed
contractors (including but not limited to steeplejacks or other tower climbers) and shall be
subject to the prior approval of Sublandlord, with worker’s compensation and general liability
insurance certificates on file with Sublandlord. Such insurance certificates shall name
Sublandlord as an additional insured and shall otherwise satisfy the coverage requirements
described in Section 14 herein. Notwithstanding the foregoing, Sublandlord reserves the right, in
its sole and absolute discretion, to refuse to permit any person or company to climb the tower
structure owned by Sublandlord. At no time shall a contractor be permitted on the Site with a
safety EMR (Experience Mode Rating) greater than 1.0. Subtenant shall be solely responsible to
deliver to Sublandlord the required insurance certificates from Subtenant’s approved contractors.
4.5 In the event any structural enhancements and/or tower extensions are installed
onto the Tower, such structural enhancements and/or tower extensions shall become the property
of Sublandlord. Sublandlord shall require that any structural modification meet the then current
design standards for the applicable geographical region. If Subtenant has paid for any structural
enhancements and/or tower extensions, then, upon request, Subtenant shall, within a
commercially reasonable time, provide to Sublandlord any bills of sale or documentation
evidencing Sublandlord’s ownership of said enhancements and/or extensions and shall take all
steps needed to transfer same to Sublandlord (including any ancillary rights such as warranties,
etc) free and clear of all liens and encumbrances.
4.6 Subtenant shall take all precautions necessary to ensure the safety and protection
of all persons and materials at the Property while accessing the Leased Premises or performing
any work. Subtenant shall give notices required by law and comply with all applicable local,
state and federal laws, ordinances, rules, regulations and orders related to Subtenant's work and
persons, property and worker safety on the Property. Such compliance shall include, but not be
limited to the most recent revision of 29 CFR 1910 et.seq. and 29 CFR 1926 et.seq. (commonly
known as OSHA code) in addition to any pertinent and applicable FCC and environmental laws.
If Sublandlord becomes aware of a Subtenant violation of law, Sublandlord may require
Subtenant to provide additional safety precautions required for compliance with law, provided
that such precautions are reasonable and that Subtenant is permitted adequate time to institute
compliance.
4.7 Upon the completion of Subtenant’s installation of its equipment at the site, but in
no event later than twenty (20) business days following such completion, Subtenant shall provide
Sublandlord with as-built drawings of the equipment installed on the Tower and on the Leased
Premises.
5. Sublease Term.
5.1 This Sublease shall be effective as of the date of execution by both parties (the
“Effective Date”), provided, however, the initial term shall be for ten (10) years and shall
commence on the Commencement Date (as hereinafter defined), and terminate on the tenth
anniversary of the Commencement Date ("Initial Term"), unless otherwise terminated as
provided for in this Sublease. Upon written approval of the parties, the Sublease may be
extended for two (2) successive five (5) year periods (“Renewal Term(s)”) on the same terms
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Subtenant Site Name : Gold

and conditions as set forth herein. The Initial Term and the Renewal Terms shall be referred to
herein collectively as the “Term.”
5.2 In the event that the Prime Lease is terminated early by Owner pursuant to the
terms and conditions of the Prime Lease or expires without the parties thereto executing a new
lease then this Sublease shall terminate.
5.3 In the event that the Prime Lease expires and the Owner and Sublandlord execute
a new lease, Sublandlord and Subtenant shall enter into a new Sublease, according to the terms
and conditions of this Sublease, including but not limited to antenna fees, microwave fees, and
application fees. Above notwithstanding, the ten (10) year Initial Term will remain intact and
shall be deemed to have commenced at the Effective Date of this Sublease and will expire ten
(10) years thereafter.
6. Rent and Applicable Fees.
6.1 Rent. Rent shall commence (the “Commencement Date”) upon the earlier of: (i)
the first day of the calendar month following the date Subtenant begins construction of its
communications facility; or (ii) December 1, 2016, whichever shall first occurs provided the
Tower and the Site are ready for Subtenant installation. If Tower and Site are not ready for
Subtenant installation on December 1, 2016, the Commencement Date will be the first day of the
calendar month following the date the Tower and the Site are ready for Subtenant installation.
On the Commencement Date, and on or before the fifth day of each month thereafter, Subtenant
shall pay to Sublandlord, at Sublandlord's address specified in Section 21 below, Rent and other
applicable monthly fees as further defined in this section and as provided in the Fee Schedule,
Attachment 5, attached hereto, which specifies all rent and other fees due from Subtenant to
Sublandlord, which fees shall include: Antenna Fee and Network Access Transport Fee
(collectively, the “Rent”).
6.2 Commencing on the first anniversary of each Sublease Commencement Date and
on each anniversary thereafter during the Sublease Term (including any renewals), all Rent fees
shall be increased by an amount of three percent (3%) for inflationary adjustment.
6.3 For the purpose of this Sublease, all references to "month" shall be deemed to
refer to a calendar month.
6.4 If this Sublease is terminated at a time other than on the last day of the month,
Rent shall be prorated as of the date of termination for any reason other than a default by
Subtenant, and all prepaid Rent shall be immediately refunded to Subtenant.
6.5 Application Fee. Intentionally Omitted.
6.6 One-Time Payment. Intentionally Omitted.
6.7 Antenna Fee. The Antenna Fee allows Subtenant to attach up to two (2) antennas
at pre-determined heights, with up to two (3) runs of 7/8” Coax and one (1) 1/2” Coax, and
related tower mounted equipment as more accurately described in Attachment 2.
6.8 Ground Space. Subtenant requires ground space area measuring thirteen (13’)
feet by twelve (12’) feet of area inside Sublandlord’s shelter.
6.9 Microwave Attachment Fee. The Microwave Attachment Fee allows for the
installation of one (1) six (6) foot diameter dish at the height of thirty feet (30’) on the tower.
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Subtenant Site Name : Gold

6.10 Catastrophic Occurrence Fee. Due to the remoteness of the Leased Premises, this
Sublease provides for a proportional cost allocation for catastrophic destruction of the access
road and utility run to the Leased Premises. Sublandlord and each subtenant, including
Subtenant, shall be responsible for its proportionate share should the road washout or any act of
God, casualty or terrorism should cause the necessary rebuilding of the roadway leading to the
Leased Premises. Any fees contemplated herein for Catastrophic Occurrence shall first be
discussed with all subtenants and any fees determined shall be the result of a viable bid process
that will determine a true cost of the repair or reconstruction of the roadway.
6.11 Network Access Transport Fee. The Network Access Transport Fee is a monthly
fee for individual T-1 or Ethernet circuits over the Sublandlord provided microwave network
(“Network Access Transport”), as detailed in the attached Interconnect Form as part of
Attachment 2.2, Subtenant’s Facilities and Section 7.5 contained herein, and shall be considered
a “monthly fee” subject to all terms and increases as contained herein. The Network Access
Transport Fee is only for the wireless portion of the interconnect. Each subtenant will be required
to enter into a backhaul agreement for the full term pursuant to Section 7.5 contained herein,
with no option to opt out. Each subtenant will have its own opportunity and responsibility for
provisioning the landline portion from Sublandlord’s end point, as may be required for
Subtenant’s use, back to Phoenix Main.
7. Facilities; Utilities; Access.
7.1 Facilities. Subtenant, at its sole cost and expense and subject to Sublandlord’s
approvals as provided in Paragraph 4 above and other relevant portions of this Sublease, has the
right to erect, maintain and operate on the Leased Premises wireless radio communications
facilities, including underground utility lines (no overhead utility lines will be permitted),
transmission lines, and cabinets, electronic equipment, radio transmitting and receiving antennas
and supporting structures as depicted in Attachment 2 (“Subtenant’s Facilities”). In connection
therewith and subject to this Sublease, the Prime Lease, Subtenant has the right to prepare,
maintain and alter the Leased Premises for Subtenant’s approved use and to install transmission
lines connecting the antennas to the transmitters and receivers based on plans approved by
Sublandlord in accordance with Section 4.1 above. Subtenant shall not construct or install any
equipment or improvements on the Property other than which are described in Attachment 2
without, unless, and until Subtenant has complied with the requirements set forth in Section 4.1
above. Subtenant’s Facilities shall remain Subtenant’s personal property and are not considered
fixtures. Subtenant has the right to remove all of Subtenant’s Facilities at its sole expense on the
expiration or earlier termination of this Sublease. Subtenant shall repair any damage to the
Property or Leased Premises caused by such removal, and return the Leased Premises to its
original condition, reasonable wear and tear excepted. Sublandlord shall not be responsible for
on-going maintenance to Equipment Enclosure. Subtenant shall continue to be responsible for all
maintenance inside and outside of Equipment Enclosure for Subtenant’s equipment.
7.2 Liens. Subtenant must keep the Leased Premises and Site free from any liens
arising from any work performed, materials furnished, or obligations incurred by or at the
request of Subtenant, Subtenant’s agents, employees or contractors.
(a) If any lien is filed against the Leased Premises or Site as a result of the acts or
omissions of Subtenant, or Subtenant’s employees, agents or contractors, Subtenant must
discharge the lien or bond the lien off, in a commercially reasonable manner, within sixty
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Subtenant Site Name : Gold

(60) days after Subtenant receives written notice from any party that the lien has been
filed;
(b) If Subtenant fails to discharge or bond any lien within such period, then, in
addition to any other right or remedy of Sublandlord, Sublandlord may, at Sublandlord’s
election, take action to discharge the lien by either paying the amount claimed to be due
or obtaining the discharge by deposit with a court or a title company or by bonding,
unless Subtenant has commenced action to contest or dispute the lien;
(c) In the event that Subtenant has not taken action to contest or dispute a lien
within sixty (60) days after written notice that a lien has been filed, then Subtenant must
pay, within ten (10) business days of receipt of Sublandlord’s written demand, any
amount paid by Sublandlord for the discharge or satisfaction of any lien, and all
reasonable attorneys’ fees and other legal expenses of Sublandlord incurred in defending
any such action or in obtaining the discharge of such lien, together with all necessary
disbursements in connection therewith.
7.3 Utilities. Subtenant shall be responsible to provide utilities to a meter panel on
the Leased Premises. Subtenant shall be responsible for applying and obtaining, at its sole cost
and expense, separate utility services from the meter panel to Subtenant’s equipment from the
utility company that provides service to the Property. Subtenant shall pay for the electricity it
consumes in its operation at the rate charged by the servicing utility company. Any easement
necessary for such power or other utilities will be at a location acceptable to Sublandlord and the
servicing utility company. Subtenant shall install a separate meter for Subtenant’s use within the
Property, unless Subtenant obtains Sublandlord’s prior written approval of an alternate location,
such approval shall not be unreasonably withheld, conditioned or delayed. Subject to fair
compensation to Subtenant by Sublandlord, and subject to Subtenant’s prior written approval,
which approval may be withheld at Subtenant’s sole discretion, Sublandlord will connect to
Subtenant’s backup generator.
7.4 Access. On or after the issuance of Notice to Proceed and upon telephonic notice
to Sublandlord, Subtenant, Subtenant’s employees, agents, contractors and subcontractors shall
be provided access to or across the Land, subject to any restrictions set forth in the Prime Lease
as well as any Forest Service constraints that may be attached in the future, twenty-four (24)
hours a day, seven (7) days a week, to obtain entry to the Leased Premises for the purpose of
constructing, installing, operating, maintaining and repairing those parts of the Subtenant
Facilities that are ground-based, except in the event of emergency maintenance or repair, in
which case, Subtenant shall notify Sublandlord of the emergency access as soon as reasonably
possible. Subtenant acknowledges that this Property is subject to extreme snow and rain
conditions, snow removal may be required and will be at Subtenant expense when needed.
Sublandlord will not be required to provide access during extreme weather conditions. Subtenant
shall not, without prior notice to and approval from Sublandlord, such approval shall not be
unreasonably withheld, conditioned or delayed, perform or arrange to be performed, any
activities on the Tower Structure, except in the event of emergency maintenance or repair. In
which case, Subtenant shall notify Sublandlord of the emergency access as soon as reasonably
possible. All notices and approvals pursuant to this Paragraph shall be provided to and obtained
from Sublandlord, pursuant to Section 21 of this Sublease.
7.5 Microwave Backhaul. Subtenant shall be required to use Sublandlord’s common
microwave T-1/Ethernet interconnect facilities pursuant to Subtenant’s requirements in the
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Subtenant Site Name : Gold

attached Interconnect Form as part of Attachment 2.2, Subtenant’s Facilities to Subtenant’s
communications facility at this time and in the future. Said use of Sublandlord’s microwave T-1
interconnect facilities shall run concurrently with all Terms of this Sublease Agreement.
Subtenant understands that Sublandlord has expended extensive efforts and resources to provide
a common microwave interconnect and Subtenant agrees to be bound by the use of
Sublandlord’s microwave T-1 interconnect facilities for the full term of this Sublease including
any renewals or extensions with no option or right to opt out. At this time and in the future,
Subtenant shall not circumvent Sublandlord’s efforts to provide a common microwave backhaul
solution in compliance with Owner’s (US Forest Service) desire to control the aesthetic of the
Property and pursuant to the original prospectus to provide a common microwave solution for all
users. Subtenant agrees to consult and obtain from Sublandlord, any and all future microwave
backhaul solutions to and from its Premises and understands that it is prohibited from bringing
any additional T-1s or Ethernet backhaul to the Premises without first obtaining Sublandlord’s
consent, said consent to be at Sublandlord’s sole discretion. This Sublease shall govern any
conflict between it and any services agreement for microwave backhaul.
Guaranteed Network Access Transport: Sublandlord shall take all reasonable measures to
guarantee that the full amount of bandwidth being contracted for the Network Access Transport
(see Attachment 5) will be available for Subtenant’s use at all times, equipment failures and
scheduled maintenance times excepted. Sublandlord agrees that it shall notify Subtenant at least
two calendar weeks in advance of any scheduled maintenance that may affect Subtenant’s
Network Access Transport. Sublandlord agrees that it shall expeditiously repair, without delay,
any and all equipment failures to Sublandlord’s systems that provides the Network Access
Transport.
8. RF Compliance.
8.1 Sublandlord represents and warrants that Sublandlord’s facilities will be
constructed and will be operated in compliance with and will, for the duration of this Sublease
and any extensions or renewals thereof, continue to be operated in compliance with all applicable
laws, statues, ordinances, rules regulations and orders (collectively “Law” or “Laws”).
8.2 Sublandlord agrees to cooperate with Subtenant’s legal requirement to assure
compliance with all current FCC promulgated radio frequency exposure limitations, including
providing to the Subtenant, upon Subtenant’s written request, all relevant information, which
Sublandlord has in its possession regarding the equipment, employed by collocated systems
operating upon the Property. Subtenant will be allowed, from time to time and at Subtenant’s
sole discretion, to take measurements in order to evaluate radio frequency fields at the Leased
Premises. The results of any such study(s) performed by Subtenant will be disclosed to
Sublandlord upon completion. If the results of such a study concludes that FCC approved radio
frequency warning signs must be posted at certain points upon the Property, Sublandlord agrees
to cooperate with Subtenant in coordinating the placement of said signs. If Sublandlord takes
measurements at the Property in order to evaluate radio frequency fields, Sublandlord will
disclose the results of said evaluation to Subtenant.
8.3 Subtenant agrees that Subtenant’s equipment and the electromagnetic energy
emitted from such equipment, will at all times comply with all applicable statutes, laws,
ordinances, rules and judicial and administrative orders, whether now or hereafter existing, of all
federal, state and local governmental authorities and that such equipment shall comply with all
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Subtenant Site Name : Gold

obligations to which Subtenant is bound in connection with such telecommunications equipment,
including, without limitation, regulations of the Federal Communications Commission, the
Environmental Protection Agency, and the Occupational Safety and Health Administration.
9. Non-Interference.
9.1 Prior to or concurrent with the execution of this Sublease, Sublandlord has
provided or will provide Subtenant with a list of radio frequency user(s) and frequencies used on
the Property as of the Effective Date. Subtenant warrants that its use of the Premises will not
interfere with those existing radio frequency uses on the Property, as long as the existing radio
frequency user(s) operate and continue to operate within their respective frequencies and in
accordance with all applicable laws and regulations.
9.2 Sublandlord will not grant, after the date of this Sublease, a lease, license or any
other right to any third party, if exercise of such grant may in any way adversely affect or
interfere with the Communication Facility, the operations of Subtenant or the rights of
Subtenant under this Agreement. Sublandlord will notify Subtenant in writing prior to
granting any third party the right to install and operate communications equipment on the
Property.
9.3 Sublandlord will not, nor will Sublandlord permit its employees, subtenants,
licensees, invitees, agents or independent contractors to interfere in any way with the
Communication Facility, the operations of Subtenant or the rights of Subtenant under this
Agreement. Sublandlord will use best efforts to cause such interference to cease within forty-
eight (48) hours after receipt of notice of interference from Subtenant. In the event any such
interference does not cease within the aforementioned cure period, Sublandlord shall use best
efforts to cease all operations which are suspected of causing interference (except for intermittent
testing to determine the cause of such interference) until the interference has been corrected.
9.4 For the purposes of this Sublease, “interference” may include, but is not limited
to, any use on the Property or Surrounding Property that causes electronic or physical obstruction
with, or degradation of, the communications signals from the Leased Premises.
10. Taxes.
10.1 Except as hereinafter provided, Sublandlord shall pay all taxes it is obligated to
pay under the Prime Lease. Subtenant shall reimburse Sublandlord for any taxes that
Sublandlord is obligated to pay as a direct result of Subtenant’s use of the Property except for
increases attributable to structural enhancements or pole replacement, which Sublandlord, as
owner, shall pay. In the event Sublandlord receives a notice of assessment with respect to which
taxes or assessments are imposed on Subtenant’s leasehold improvements on the Premises,
Sublandlord shall provide Subtenant with copies of each such notice immediately upon receipt,
but in no event later than thirty (30) days after the date of such notice of assessment. If
Sublandlord does not provide such notice or notices to Subtenant within such time period,
Sublandlord shall be responsible for payment of the tax or assessment set forth in the notice, and
Sublandlord shall not have the right to reimbursement of such amount from Subtenant. If
Sublandlord provides a notice of assessment to Subtenant within such time period and requests
reimbursement from Subtenant as set forth below, then Subtenant shall reimburse Sublandlord
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Subtenant Site Name : Gold

for the tax or assessments identified on the notice of assessment on Subtenant’s leasehold
improvements, which has been paid by Sublandlord. If Sublandlord seeks reimbursement from
Subtenant, Sublandlord shall, no later than thirty (30) days after Sublandlord’s payment of the
taxes or assessments for the assessed tax year, provide Subtenant with written notice including
evidence that Sublandlord has timely paid same, and Sublandlord shall provide to Subtenant any
other documentation reasonably requested by Subtenant to allow Subtenant to evaluate the
payment and to reimburse Sublandlord.
10.2 For any tax amount for which Subtenant is responsible under this Sublease,
Subtenant shall have the right to contest, in good faith, the validity or the amount thereof using
such administrative, appellate or other proceedings as may be appropriate in the jurisdiction, and
may defer payment of such obligations, pay same under protest, or take such other steps as
Subtenant may deem appropriate. This right shall include the ability to institute any legal,
regulatory or informal action in the name of Sublandlord upon written notice and consent of
Sublandlord, not to be unreasonably withheld, conditioned or delayed, Subtenant, or both, with
respect to the valuation of the Premises. Sublandlord shall cooperate with respect to the
commencement and prosecution of any such proceedings and will execute any documents
required therefore. The expense of any such proceedings shall be borne by Subtenant and any
refunds or rebates secured as a result of Subtenant’s action shall belong to Subtenant, to the
extent the amounts were originally paid by Subtenant. In the event Subtenant notifies
Sublandlord by the due date for assessment of Subtenant’s intent to contest the assessment,
Sublandlord shall not pay the assessment pending conclusion of the contest, unless required by
applicable law
10.3 Any tax-related notices shall be sent to Subtenant in the manner set forth in
Section 21 and, in addition, of a copy of any such notices shall be sent to the following address.
Promptly after the Effective Date of this Agreement, Sublandlord shall provide the following
address to the taxing authority for the authority’s use in the event the authority needs to
communicate with Subtenant. In the event that Subtenant’s tax addresses changes by notice to
Sublandlord, Sublandlord shall be required to provide Subtenant’s new tax address to the taxing
authority or authorities.
10.4 Notwithstanding anything to the contrary contained in this Section 10, Subtenant
shall have no obligation to reimburse any tax or assessment for which the Sublandlord is
reimbursed or rebated by a third party.
11. Default.
11.1 The following will be deemed a default by Subtenant and a breach of this
Agreement: (i) non-payment of Rent if such Rent remains unpaid for more than forty-fivesixty
(45) calendar days after written notice from Sublandlord of such failure to pay; or (ii) Subtenant's
failure to perform any other term or condition under this Agreement within forty-five (45)
calendar days after written notice from Sublandlord specifying the failure. No such failure,
however, will be deemed to exist if Subtenant has commenced to cure such default within such
period and provided that such efforts are prosecuted to completion with reasonable diligence.
Delay in curing a default will be excused if due to causes beyond the reasonable control of
Subtenant. If Subtenant remains in default beyond any applicable cure period, Sublandlord will
have the right to exercise any and all rights and remedies available to it under law and equity.
11.2 The following will be deemed a default by Sublandlord and a breach of this
Sublease: (i) Sublandlord’s failure to provide Access to the Leased Premises in accordance with
Rev. Date: 02/21/16; Page 11
Subtenant Site Name : Gold

Section 7.4 of this Agreement within forty-eight (48) hours after written notice of such failure;
(ii) Sublandlord’s failure to use best efforts to cure an interference problem as required by
Section 9 of this Agreement within twenty-four (24) hours after written notice of such failure; or
(iii) Sublandlord's failure to perform any term, condition or breach of any warranty or covenant
under this Agreement within forty-five (45) days of written notice from Subtenant specifying the
failure. No such failure, however, will be deemed to exist if Sublandlord has commenced to cure
the default within such period and provided such efforts are prosecuted to completion with
reasonable diligence. Delay in curing a default will be excused if due to causes beyond the
reasonable control of Sublandlord. If Sublandlord remains in default beyond any applicable cure
period, Subtenant will have: (i) the right to cure Sublandlord’s default and to deduct the costs of
such cure from any monies due to Sublandlord from Subtenant, and (ii) any and all other rights
available to it under law and equity.
11.3 Subtenant shall be liable for all expenses, including reasonable attorney’s fees and
costs, incurred by Sublandlord in connection with any Subtenant default, including without
limitation, any action to enforce the terms hereof, or in connection with any action for the
recovery of the Premises itself. Any repossession by Sublandlord of the Leased Premises due to a
default by Subtenant shall not in any way have an effect on the obligations of Subtenant for the
unexpired term and any rents and fees due to Sublandlord. Sublandlord shall be liable for all
expenses, including reasonable attorney’s fees and costs, incurred by Subtenant in connection
with any Sublandlord default, including without limitation, any action to enforce the terms
hereof, or in connection with any action for Subtenant’s quiet enjoyment of the Premises.
12. Termination.
12.1 This Sublease may be terminated immediately upon written notice by: (i)
Sublandlord if Subtenant defaults under Section 11.1(i) above; (ii) the non-defaulting party after
the expiration of any applicable cure period as set forth in Section 11.1(ii) above; (iii)
Sublandlord if Subtenant does not, following commercially diligent efforts, obtain or maintain
any license, permit or other approval necessary for the construction and operation of Subtenant’s
facilities; (iv) Sublandlord if Sublandlord’s Prime Lease with Owner terminates during any term
of this Sublease; (v) by Subtenant after the Initial Term, if Subtenant determines in its sole
discretion that it will be unable to use the Leased Premises for its intended purposes or that the
Property is no longer technically compatible for its intended use; (vi) Subtenant if Sublandlord
does not, following commercially diligent efforts, obtain or maintain any license, permit or other
approval necessary for the construction and/or operation of Sublandlord’s facilities; or (vii)
Subtenant if Sublandlord defaults under Section 11.2 above. In the event of termination by
Subtenant pursuant to subclauses (iii), (iv) and (v), all rentals paid to said termination date shall
be retained by Sublandlord. Upon such termination, this Sublease shall of no further force or
effect except to the extent of the representations, warranties and indemnities made by each party
to the other hereunder. Otherwise, the Parties shall have no further obligations including the
payment of money, to each other, except as specified in Section 6.6.
12.2 This Sublease is subject to termination pursuant to §A.R.S. 38-511. This
Subtenant may terminate this Sublease at the end of any fiscal year during the Term provided
that funds are not available from the governing legislature or funding body for the continuation
of this Sublease. The Subtenant’s fiscal year ends June 30 of each year. Sublandlord and/or any
of Sublandlord’s employees, agents, officers, directors, members, successors or assigns hereby
waive any and all rights to bring claim against Subtenant, and/or Subtenant’s employees, agents,
Rev. Date: 02/21/16; Page 12
Subtenant Site Name : Gold

officers, directors, members, successors or assigns from, or related in any way to, Subtenant’s
termination of this Sublease pursuant to the terms of this Sublease.
12.3 Subtenant shall remove its personal property within sixty (60) days after
termination of this Sublease. If Subtenant fails to remove its personal property within sixty (60)
days after the termination of this Sublease, Sublandlord may remove and store or dispose of
same. Subtenant shall reimburse Sublandlord for any expenses Sublandlord incurs as a result
thereof, within thirty (30) business days of receipt of Sublandlord’s written demand for payment.
13. Casualty and Condemnation.
13.1 Casualty. If the Site is fully or partially destroyed or damaged so as to render
the Lease Premises unsuitable, Sublandlord or Subtenant, at its option, may elect to terminate
this Sublease upon ten (10) days written notice to the other. In this event, Subtenant shall owe
rent and applicable fees only up to the date on which Subtenant was unable to conduct its normal
operations solely due to the damage or destruction of the Site.
(a.) Sublandlord, at its option, may elect to repair or rebuild the Site, in which case, this
Sublease shall remain in force. In such case Sublandlord agrees to permit Subtenant, at
its sole cost, to place temporary transmission and reception facilities on the Lease
Premises at no additional Rent until the reconstruction of the Premises and/or the
Communication Facility is completed, subject to the terms and conditions of Sections 4.1,
4.3 and the Prime Lease. If reconstruction or repair cannot reasonably be undertaken
without dismantling Subtenant’s antenna or deploying temporary transmission and
reception facilities, then Sublandlord may remove Subtenant’s antenna and interrupt
Subtenant’s operations, thereafter replacing the antenna as soon as reasonably possible.
Subtenant shall be entitled to a pro rata abatement of rent for the time it is unable to
conduct its normal operations as a result of such total or partial destruction or damage or
need of repair. If Sublandlord is unable to fully restore a Site to full operational capacity
within sixty (60) days after any casualty, Subtenant may at its election terminate this
Sublease without any penalty or further liability by providing fifteen (15) days written
notice to Subtenant.
(b.) Sublandlord shall not be responsible for damage to or loss of Subtenant’s
equipment, or for financial loss due to business interruption, except for Sublandlord’s
gross negligence.
(c.) Sublandlord shall incur no liability to Subtenant for failure to furnish space and/or
electrical power if prevented by war, fires, accidents, acts of God, terrorism, or other
causes beyond its reasonable control. During such period, Subtenant shall be entitled
only to a pro rata abatement of rent for the time it is unable to conduct substantially
normal operations as a result of such circumstances, except that Subtenant shall not be
entitled to any abatement for outages of less than twenty-four (24) hours consecutive
duration.
13.2 Condemnation. If the Land or Leased Premises upon which a tower,
foundation, or building is located are acquired or condemned under the power of condemnation
or eminent domain, whether by public authority, public utility, or otherwise, then this Sublease
shall terminate as of the date of the acquisition. Sublandlord shall be entitled to the leasefee
amount of any condemnation award, and Subtenant shall be entitled to the leasehold amount of
Rev. Date: 02/21/16; Page 13
Subtenant Site Name : Gold

any condemnation award and Subtenant shall have the right to make claim for, and retain a
condemnation award based on and attributable to, the expense and damage of removing its
fixtures and relocating its facilities.
14. Insurance.
14.1 During the Term, Subtenant will carry, at its own cost and expense, the following
insurance: (i) workers’ compensation insurance as required by law; and (ii) commercial general
liability (CGL) insurance with respect to its activities on the Property, such insurance to afford
protection of up to Three Million Dollars ($3,000,000) per occurrence and Six Million Dollars
($6,000,000) general aggregate, based on Insurance Services Office (ISO) Form CG 00 01 or a
substitute form providing substantially equivalent coverage. Subtenant’s CGL insurance shall
contain a provision including Sublandlord as an additional insured. Such additional insured
coverage:
(i) shall be limited to bodily injury, property damage or personal and
advertising injury caused, in whole or in part, by Subtenant, its employees, agents
or independent contractors;
(ii) shall not extend to claims for punitive or exemplary damages arising
out of the acts or omissions of Sublandlord, its employees, agents or independent
contractors or where such coverage is prohibited by law or to claims arising out of
the gross negligence of Sublandlord, its employees, agents or independent
contractors; and
(iii) shall not exceed Subtenant’s indemnification obligation under this
Agreement, if any.
14.2 Notwithstanding the foregoing, Subtenant shall have the right to self-insure the
coverages required in subsection 14.1. In the event Subtenant elects to self-insure its obligation
to include Sublandlord as an additional insured, the following provisions shall apply (in addition
to those set forth in subsection 14.1):
(i) Sublandlord shall promptly and no later than thirty (30) days after
notice thereof provide Subtenant with written notice of any claim, demand,
lawsuit, or the like for which it seeks coverage pursuant to this Section and
provide Subtenant with copies of any demands, notices, summonses, or legal
papers received in connection with such claim, demand, lawsuit, or the like;
(ii) Sublandlord shall not settle any such claim, demand, lawsuit, or the
like without the prior written consent of Subtenant; and
(iii) Sublandlord shall fully cooperate with Subtenant in the defense of the
claim, demand, lawsuit, or the like.
15. Assignments and Subleasing.
15.1 Sublandlord may assign or otherwise transfer this Sublease and, upon such
assignment or transfer of this Sublease, Sublandlord shall have no further rights or obligations
thereunder, subject to such purchaser, transferee or assignee taking subject to this Sublease, such
that Subtenant’s rights and interests hereunder shall not be disturbed.
15.2 Subtenant shall not sublease this Sublease, the Site or the Leased Premises.
Except as hereinafter provided, Subtenant may not assign or otherwise transfer all or any part of
its interest in this Sublease, or in the Leased Premises, without the prior written consent of
Sublandlord, such consent not to be unreasonably withheld, conditioned or delayed.
Rev. Date: 02/21/16; Page 14
Subtenant Site Name : Gold

Notwithstanding the foregoing, Subtenant may assign or otherwise transfer its interest in this
Sublease, to: (i) any affiliate of Subtenant; (ii) any partnership, corporation or other business
entity into which Subtenant shall be merged, converted or consolidated in accordance with
applicable statutory provisions governing merger, conversion or consolidation of the applicable
business entity; (iii) a partnership, corporation or other business entity which is a direct successor
to Subtenant owning all or substantially all of Subtenant’s business and assets; or (iv) any person
or entity that, after first receiving the necessary FCC licenses, acquires Subtenant’s radio
communications business or assets and assumes all obligations of Subtenant under the Sublease
provided that, in connection with any assignment described in subsections (i), (ii), (iii) and (iv)
of this Section 15, at the time thereof no event of default has occurred and is continuing and no
event has occurred which with the giving of notice or the passage of time, or both would
constitute an event of default and the proposed transferee shall deliver to Sublandlord a written
Assumption Agreement whereby it expressly assumes all of the Subtenant’s obligations under
this Sublease.
16. Warranty of Title and Quiet Enjoyment.
Sublandlord warrants that: (i) Sublandlord leases or owns the Land and owns and
operates the Tower located thereon and has rights of access thereto; (ii) Sublandlord has full
right to make and perform this Sublease; and (iii) Sublandlord covenants and agrees with
Subtenant that upon Subtenant paying the Rent and observing and performing all the terms,
covenants and conditions set forth in this Sublease, Subtenant may peacefully and quietly enjoy
the Leased Premises.
17. Maintenance and Repairs.
Subtenant shall perform all repairs necessary or appropriate to keep Subtenant’s Facilities
on or about the Leased Premises or located on any appurtenant rights-of-way or access to the
Leased Premises in good and tenantable condition.
18. Indemnity.
18.1 Except to the extent any claim, damage, loss or expense is caused by the
negligence or willful misconduct of Sublandlord, Subtenant hereby agrees to indemnify, defend
and hold Sublandlord, its subsidiaries, affiliates and their respective officers, directors and
employees harmless from and against any and all claims, damages, losses and expenses (relating
to, among other things, any bodily injury, personal injury or property damage), including, but not
limited to, reasonable attorneys’ fees and expenses, arising out of or resulting from: (i)
Subtenant’s breach of this Sublease; (ii) the conduct of Subtenant’s business; (iii) any negligent
act or omission or willful misconduct of Subtenant; (iv) any action or inaction of Subtenant
which directly or indirectly results in or contributes to any damage to, or contamination of, the
environment, in any way, whether or not such action or inaction results in a breach of this
Sublease; or (v) any of the foregoing with respect to any employee, agent, contractor or
subcontractor of Subtenant.
18.2 Except to the extent any claim, damage, loss or expense is caused by the
negligence or willful misconduct of Subtenant, its agents, employees or servants, Sublandlord
hereby agrees to indemnify, defend and hold Subtenant, its subsidiaries, affiliates and their
respective officers, directors and employees harmless from and against any and all claims,
damages, losses and expenses (relating to, among other things, any bodily injury, personal injury
Rev. Date: 02/21/16; Page 15
Subtenant Site Name : Gold

or property damage), including, but not limited to, reasonable attorneys’ fees and expenses,
arising out of or resulting from: (i) Sublandlord’s breach of this Sublease; (ii) the conduct of
Sublandlord’s business; (iii) any negligent act or omission or willful misconduct of Sublandlord;
(iv) any action or inaction of Sublandlord which directly or indirectly results in or contributes to
any damage to, or contamination of, the environment, in any way, whether or not such action or
inaction results in a breach of this Sublease; or (v) any of the foregoing with respect to any
employee, agent, contractor or subcontractor of Sublandlord.
18.3 Subtenant shall pay all fines, penalties, and other similar charges which may be
imposed upon it or Sublandlord, its subsidiaries or affiliates because of the failure of Subtenant
or its respective officers, agents, employees, contractors or subcontractors, in the course of the
installation, to adhere to applicable federal, state or local laws, ordinances, rules, regulations, or
building and safety codes. Subtenant shall give Sublandlord immediate notice of, and Subtenant
shall defend all charges, notices of violation, claims, proceedings and investigations involving
Sublandlord, its subsidiaries, affiliates and their respective officers, directors, agents, or
employees from and against all such fines, penalties, and other similar charges.
18.4 Both parties shall further hold harmless and indemnify the other, its subsidiaries,
affiliates and their respective officers, directors and employees from and against any and all
suits, claims, actions or liabilities whatsoever, including reasonable attorneys’ fees and expenses,
incurred in connection therewith or with successfully establishing the right of indemnification
hereunder which arises out of breach or default by the other in performance of any obligation to
be performed by either party under this Sublease.
19. Environmental.
19.1 Subtenant represents, warrants, and covenants to Sublandlord that Subtenant at no
time during the term of this Sublease shall use or permit the use, generation, storage, treatment,
or disposal of any hazardous substance, material, chemical, or waste on the Site(s) in violation of
any Environmental Regulations (as such term is defined in paragraph 19.5 below). Subtenant
and Sublandlord also agree that Subtenant’s use of the Leased Premises will not involve the
subsurface, except for those Sites where excavation is required for Subtenant’s shelter,
equipment, utilities and/or facilities.
19.2 Sublandlord represents and warrants that to the best of Sublandlord’s knowledge
without independent investigation (i) neither Sublandlord, nor any present or previous tenant of
the Leased Premises, nor any other third party, has released, used, generated, manufactured,
stored or disposed of, on, or under the Leased Premises or the Property, any hazardous
substance, material, chemical or waste in violation of applicable Environmental Regulations; (ii)
neither Sublandlord, nor any present or previous tenant of the Property, nor any other third party,
has transported to or from the Leased Premises any flammable explosives, “hazardous waste”, or
any other “hazardous substance”, as those terms are defined in applicable Environmental
Regulations in violation of applicable Environmental Regulations; (iii) there have been no
orders, notices of violation, complaints or other similar communications of alleged or potential
violations or failures to comply with applicable Environmental Regulations issued by a
governmental agency regarding any acts or omissions upon or affecting the Leased Premises or
the Property before the date of this Sublease; and (iv) except as disclosed by Sublandlord to
Subtenant and acknowledged by Subtenant, Sublandlord is not aware of the presence on the
Leased Premises or the Property of any asbestos, polychlorinated biphenyls (PCBs), or other
known hazardous substances, material, chemicals or waste (as those terms are defined under
Rev. Date: 02/21/16; Page 16
Subtenant Site Name : Gold

applicable Environmental Regulations), wells or underground storage tanks in violation of
applicable Environmental Regulations.
19.3 Subtenant shall indemnify, hold harmless and defend Sublandlord from any
against any and all liability, loss, damage or expense (including reasonable attorney’s fees, court
costs and cleanup costs, if any) incurred by Sublandlord in connection with any claim, demand
or suit for damages, injunction or other relief to the extent caused by, arising out of or resulting
from (i) any breach of Subtenant’s representations and warranties contained in this Section 19,
(ii) the generation, storage, use, handling, discharge, release or disposal of hazardous substances,
chemicals, materials or waste, as those terms are defend under applicable Environmental
Regulations, at the Leased Premises, caused by the acts or omissions of Subtenant, or its agents,
representatives, or contractors, or (iii) Subtenant’s failure to provide all information, make all
submissions and take all actions required by Environmental Regulations.
19.4 Sublandlord shall indemnify, hold harmless and defend Subtenant from any
against any and all liability, loss, damage or expense (including reasonable attorney’s fees, court
costs and cleanup costs, if any) incurred by Subtenant in connection with any claim, demand or
suit for damages, injunction or other relief to the extent caused by, arising out of or resulting
from (i) any breach of Sublandlord’s representations and warranties contained in this Section 19,
(ii) the generation, storage, use, handling, discharge, release or disposal of hazardous substances,
chemicals, materials or waste, as those terms are defined under applicable Environmental
Regulations, at the Leased Premises, which occurred before the commencement date of this
Sublease or during the term of this Sublease caused by the acts or omissions of Sublandlord, or
its agents, representatives, or contractors, or (ii) Sublandlord’s failure to provide all information,
make all submissions and take all actions required by Environmental Regulations.
19.5 For the purposes of this clause, the term “Environmental Regulations” shall mean
any law, statute, regulation, order or rule now or hereafter promulgated by any Governmental
Authority, whether local, state or federal, relating to air pollution, water pollution, noise control
and/or transporting, storing, handling, discharge, disposal or recovery of on-site or off-site
hazardous substances or materials, as same may be amended form time to time, including
without limitation the following: (i) the Clean Air Act (42 U.S.C. § 7401 et seq.); (ii) Marine
Protection, Research and Sanctuaries Act (33 U.S.C. § 1401-1445); (iii) the Clean Water Act (33
U.S.C. § 1251 et seq.); (iv) Resource Conservation and Recovery Act, as amended by the
Hazardous Waste and Solid Waste Amendments of 1984 (42 U.S.C. § 6901 et seq.); (iv)
Comprehensive Environmental Response Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 6901 et seq.); (v)
Comprehensive Environmental Response Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.); (vi) Toxic
Substances Control Act (15 U.S.C. § 2601 et seq.); (vii) the Federal Insecticide, Fungicide and
Rodenticide Act as amended (7 U.S.C. § 135 et seq.); (viii) the Safe Drinking Water Act (42
U.S.C. § 300 (f) et seq.); (ix) Occupational Health and Safety Act (29 U.S.C. § 651 et seq.); (x)
the Hazardous Liquid Pipeline Safety Act (49 U.S.C. § 2001 et seq.); (xi) the Hazardous
Materials Transportation Act (49 U.S.C. § 1801 et seq.); (xii) the Noise Control Act of 1972 (42
U.S.C. § 4901 et seq.); (xiii) Emergency Planning and Community Right to Know Act (42
U.S.C. §§ 11001-11050); and (xiv) the National Environmental Policy Act (42 U.S.C. § 4321-
4347).
19.6 The terms of this Section 19 shall survive the expiration or sooner termination of
this Sublease.
Rev. Date: 02/21/16; Page 17
Subtenant Site Name : Gold

20. Estoppel.
Either party shall, at any time upon thirty (30) days prior written notice from the other,
execute, acknowledge and deliver to the other a written statement to the extent the following are
true: (i) certifying that the Sublease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying the Sublease, as so modified, is in full force
and effect) and the date to which the Rent and other charges are paid in advance, if any; and (ii)
acknowledging that there are not, to such party’s knowledge, any uncured defaults on the part of
the other party hereunder, or specifying such defaults if any are claimed. Any prospective
purchaser or encumbrancer of the Property may conclusively rely upon any such statement.
21. Notice.
All notices must be in writing and are effective three (3) days after deposit in the U.S.
mail, certified and postage prepaid, or upon receipt when sent via nationally recognized
overnight courier, to the address set forth below.
If to Sublandlord, to:
DW Tower, LLC,
4601 Paradise Blvd NW Suite 104,
Albuquerque, NM 87114
ATTN: Dale Wilson
If to Subtenant:
Maricopa County
Attn: Director of Wireless Communication Service
3324 W. Gibson Lane,
Phoenix, AZ 85009
Sublandlord or Subtenant may from time to time designate any other address for this
purpose by thirty (30) day prior written notice to the other party.
22. Alternative Dispute Resolution.
22.1 Sublandlord and Subtenant shall attempt to settle any claim or controversy arising
out of this Sublease through consultation and negotiation in the spirit of mutual friendship and
cooperation. If such attempts fail, then the dispute shall first be submitted to a mutually
acceptable neutral advisor for mediation, fact-finding or other form of alternate dispute
resolution. Neither of the parties may unreasonably withhold acceptance of such an advisor, and
the other party demanding such mediation will make his or her selection within forty-five (45)
days after notice.
22.2 The cost of such mediation or any other alternate dispute resolution agreed upon
by both parties shall be shared equally by Sublandlord and Subtenant. Any dispute, which
cannot be so resolved between the parties within one hundred eighty (180) days of the date of the
initial demand by either party for such mediation, shall be determined by the courts. The use of
such a procedure shall not be construed to affect adversely the rights of either party under the
doctrines of laches, waiver or estoppel. In the event that the dispute is submitted to binding
Rev. Date: 02/21/16; Page 18
Subtenant Site Name : Gold

arbitration, the decision of the majority of the arbitrators on such matters shall be submitted in
writing, which written documentation shall set forth the reasons for such decision.
22.3 Nothing in this Section 22 shall prevent either party from resorting to judicial
proceedings if (a) good faith efforts to resolve a dispute under these procedures have been
unsuccessful, or (b) interim resort to a court is necessary to prevent serious and irreparable injury
to a party or to others.
23. Miscellaneous.
23.1 This Sublease constitutes the entire sublease and understanding between the
parties, and supersedes all offers, negotiations and other leases concerning the subject matter
contained herein. Any amendments to this Sublease must be in writing and executed by both
parties.
23.2 If any provision of this Sublease is invalid or unenforceable with respect to any
party, the remainder of this Sublease or the application of such provision to persons other than
those as to whom it is held invalid or unenforceable, shall not be affected and each provision of
this Sublease shall be valid and enforceable to the fullest extent permitted by law.
23.3 This Sublease shall be binding on and inure to the benefit of the successors and
permitted assignees of the respective parties.
23.4 This Sublease shall be construed in accordance with the laws of the county and
state in which the Land is located.
23.5 All Riders, Exhibits, and Attachments annexed hereto form material parts of this
Sublease and are incorporated herein.
23.6 The substantially prevailing party in any litigation arising herewith shall be
entitled to its reasonable attorney’s fees and court costs, including appeals, if any.
23.7 Subject to any restrictions in the Prime Lease, Sublandlord acknowledges that a
Memorandum of Sublease in the form attached as Attachment 6 may be recorded by Subtenant,
at Subtenant’s option, in the Official Records of the County where the Land is located; provided,
Subtenant shall promptly record a termination of Memorandum of Sublease upon termination of
this Sublease. This provision shall survive termination of this Sublease.
23.8 The persons who have executed this Sublease represent and warrant that they are
duly authorized to execute this Sublease in their individual or representative capacity as
indicated.
IN WITNESS WHEREOF, Sublandlord and Subtenant have caused this Sublease
Agreement to be executed by their respective duly authorized representatives and become
effective of the day and year first above written.
Rev. Date: 02/21/16; Page 19
Subtenant Site Name : Gold

SUBLANDLORD:
DW Tower, LLC
a Delaware limited liability company
By:
(Signature)
Name: Dale Wilson
Title: Managing Member
Date: ___________________
STATE OF ____________________)
COUNTY OF ___________________ )
I certify that I know or have satisfactory evidence is the person who appeared before me,
and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledged it as the to be the free and voluntary act
of such party for the uses and purposes mentioned in the instrument.
Dated: ________________________
Notary Public
Print Name
My commission expires
(Use this space for notary stamp/seal)
Rev. Date: 02/21/16; Page 20
Subtenant Site Name : Gold

SUBTENANT
Maricopa County, a political subdivision of the State of Arizona
By:
Name: Clint Hickman
Its: Chairman of the Board of Supervisors
Date:
ATTEST:
________________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
________________________________________
Deputy County Attorney Date
Rev. Date: 02/21/16; Page 21
Subtenant Site Name : Gold

ATTACHMENTS
Attachment 1: Description of Property
Attachment 2: Subtenant’s Facilities
Attachment 2.1: Collocation Application
Attachment 2.2: Interconnect Form
Attachment 3: Prime Lease
Attachment 4: Owner’s Consent – if necessary
Attachment 5: Subtenant Fee Schedule
Attachment 6: Memorandum of Sublease
Attachment 7: Subtenant Construction Drawings
Rev. Date: 02/21/16; Page 22
Subtenant Site Name : Gold

ATTACHMENT 1
DESCRIPTION OF PROPERTY
to the Tower Sublease Agreement dated ________________________ 2016, by and
between DW Tower, LLC, a Delaware limited liability company, as Sublandlord, Maricopa
County, a political subdivision of the State of Arizona, as Subtenant.
Rev. Date: 02/21/16; Page 23
Subtenant Site Name : Gold

ATTACHMENT 2
“SUBTENANT’S FACILITIES”
(including description of the antenna location, and location of ground equipment with the Leased
Premises)
to the Tower Sublease Agreement dated ________________________ 2016, by and
between DW Tower, LLC, a Delaware limited liability company, as Sublandlord and Maricopa
County, a political subdivision of the State of Arizona, as Subtenant.
Proposed Equipment is defined below and plans and specifications are attached hereto.
Number of Antennas: 2
Antenna Manufacturer and Type-Number: Amphenol BCD 7506 –EDIN-5-25
Weight of Antenna: 18 lbs each
Number of Coax Lines: 3
Diameter and Length of Coax Lines: 2 - 7/8” coax and 1 - ½”
Diameter and Length of DC Power Cable:
Location of Antenna(s) on Tower (Approved RAD Center): 82’ and 94’
Direction of Radiation (Azimuth): 78, 90 degrees
Dimensions of Interior Space subleased: 13’ x 12’
Frequencies/Max. Power Output: See Collo app attached
Microwave Antenna: 1 – 6’ dish, 141 lbs at 30’
See attached Collocation Agreement and Interconnect Form for detail:
Notes:
1. The plans and specifications attached hereto are provided as Lease Exhibits only.
Approved Final Construction drawings are required prior to commencement of
construction.
2. Subtenant's Facilities also include E-911 location based equipment per
county/state/federal regulation.
3. This Attachment is to include any plans for routing lines, utility wires, etc. on or across
the Property.
Rev. Date: 02/21/16; Page 24
Subtenant Site Name : Gold

ATTACHMENT 2.1
COLLOCATION APPLICATION
Rev. Date: 02/21/16; Page 25
Subtenant Site Name : Gold

ATTACHMENT 2.2
INTERCONNECT FORM
Rev. Date: 02/21/16; Page 26
Subtenant Site Name : Gold

ATTACHMENT 3
PRIME LEASE
to the Tower Sublease Agreement dated ________________________ 2016, by and
between DW Tower, LLC, a Delaware limited liability company, as Sublandlord, and Maricopa
County, a political subdivision of the State of Arizona, as Subtenant.
The Prime Lease is attached hereto.
Rev. Date: 02/21/16; Page 27
Subtenant Site Name : Gold

ATTACHMENT 4
OWNER’S CONSENT
to the Tower Sublease Agreement dated ________________________ 201__, by and
between DW Tower, LLC, a Delaware limited liability company, as Sublandlord and Maricopa
County, a political subdivision of the State of Arizona, as Subtenant.
If applicable, Owner’s consent is attached hereto.
Rev. Date: 02/21/16; Page 28
Subtenant Site Name : Gold

ATTACHMENT 5
SUBTENANT FEE SCHEDULE
to the Tower Sublease Agreement dated ________________________ 2016, by and
between DW Tower, LLC, a Delaware limited liability company, as Sublandlord, and Maricopa
County, a political subdivision of the State of Arizona, as Subtenant.
GOLDFIELD / PHO BLUE POINT
Application One-Time Antenna Building/ Additional Network Inflation
Fee Payment Fee Ground Tower Access Adjustments
Space Fee Attachments Transport
(13’ x 12’) (1 – Fee
6’Microwave
Dish)
Waived Waived $600.00 $500.00 $750.00 $1,000 per 3% Annual
Monthly month for
25 Mbps
Rev. Date: 02/21/16; Page 29
Subtenant Site Name : Gold

ATTACHMENT 6
MEMORANDUM OF SUBLEASE
to the Tower Sublease Agreement dated ________________________ 2016, by and
between DW Tower, LLC, a Delaware limited liability company, as Sublandlord, and Maricopa
County, a political subdivision of the State of Arizona, as Subtenant.
This Memorandum of Sublease is entered into as of this ___ day of _______________,
2016, by and between DW Tower, LLC, a Delaware limited liability company with an office at
4601 Paradise Blvd NW, Suite 104, Albuquerque, NM 87114 (hereinafter referred to as
“Sublandlord”) and Maricopa County, a political subdivision of the State of Arizona, with a
mailing address of 3324 West Gibson Lane, Phoenix, AZ 85009 (hereinafter referred to as
“Subtenant).
1. Sublandlord and Subtenant entered into a Tower Sublease Agreement on the ____
day of ___________, 2016, for the purpose of installing, operating and maintaining a radio
communications facility and other improvements. All of the foregoing are set forth in the
Sublease.
2. The term of the Sublease is for ten (10) years commencing on _____________,
2016, (the "Commencement Date") . The Sublease may be renewed for two (2) successive five
(5) year options after the expiration of the initial term of the Sublease, subject to the term of the
Prime Lease.
3. The Land is described in Attachment A annexed hereto. That portion of the Land
being leased to Subtenant (“Leased Premises”) is described in Attachment B annexed hereto.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Sublease as of the
day and year first above written.
[SIGNATURES ON FOLLOWING PAGE]
Rev. Date: 02/21/16; Page 30
Subtenant Site Name : Gold

SUBLANDLORD:
DW Tower, LLC
a Delaware limited liability company
By:
(Signature)
Name: Dale Wilson
Title: Managing Member
Date: ___________________
STATE OF ____________________)
COUNTY OF ___________________ )
I certify that I know or have satisfactory evidence is the person who appeared before me,
and said person acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledged it as the to be the free and voluntary act
of such party for the uses and purposes mentioned in the instrument.
Dated: ________________________
Notary Public
Print Name
My commission expires
(Use this space for notary stamp/seal)
Rev. Date: 02/21/16; Page 31
Subtenant Site Name : Gold

SUBTENANT
Maricopa County, a political subdivision of the State of Arizona
By:
Name: Clint Hickman
Its: Chairman of the Board of Supervisors
Date:
ATTEST:
________________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
________________________________________
Deputy County Attorney Date
Rev. Date: 02/21/16; Page 32
Subtenant Site Name : Gold

ATTACHMENT A
PROPERTY DESCRIPTION
Rev. Date: 02/21/16; Page 33
Subtenant Site Name : Gold

ATTACHMENT B
LEASED PREMISES DESCRIPTION
A 13’ x 12 PORTION OF THE FOLLOWING:
Rev. Date: 02/21/16; Page 34
Subtenant Site Name : Gold

ATTACHMENT 7
SUBTENANT’S CONSTRUCTION DRAWINGS
to the Tower Sublease Agreement dated ________________________ 2016, by and between
DW Tower, LLC, a Delaware limited liability company, as Sublandlord, and Maricopa County, a
political subdivision of the State of Arizona, as Subtenant.
Rev. Date: 02/21/16; Page 35
Subtenant Site Name : Gold