Exhibit A - Agreement for Use of Public Property

Orbital Snedigar Sports Complex Site

, ® CHANDLER
eet arizona

Community of Innovation

WIRELESS AGREEMENT
BETWEEN SBA 2012 TC ASSETS, L.L.C. AND THE CITY OF CHANDLER
FOR SNEDIGAR SPORTS COMPLEX (ORBITAL) SITE

City of Chandler Document No.
City Council Meeting Date:

THIS WIRELESS AGREEMENT ("Agreement") is entered into this day of , 2025, and effective
(the “Effective Date”) by and between the City of Chandler, Arizona, an Arizona municipal
corporation, having an address of 175 S. Arizona Ave., Chandler, AZ 85225 (“City”), and SBA 2012 TC Assets, LLC, a
Delaware limited liability company, having an address of 8051 Congress Avenue, Boca Raton, Florida 33487 (“Company’).
City and Company may be referred to individually as “Party” and collectively as “Parties”.

RECITALS

A. Company has applied to the City for permission to operate and maintain a Wireless Facilities within the City of Chandler
on Public Property known as the Snedigar Sports Complex “Orbital site” located at 4497 S. Alma School Road, Chandler, AZ (the
"Site") as described and depicted on the attached Exhibit A; and

B. Company also seeks access to the Site across Public Property to operate and maintain the Wireless Facilities (the “Use
Area’) as described and depicted on the attached Exhibit B; and

Cc. City is authorized to grant, renew, deny, and terminate licenses to operate and maintain Wireless Facilities within the City
boundaries under the Chandler City Charter and City Code, by virtue of federal and state statutes, by the City's police powers, by
its authority over Rights-of-Way as described in C.C.C. Chapter 46 and by other City powers and authority; and

D. The City Council has authorized the Mayor or his designee to execute this Agreement to permit the Company to construct,

install, operate, and maintain the Company's Wireless Facilities on the Site and to access the Wireless Facilities through the Use
Area as provided by the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, City hereby grants permission to Company to operate and maintain Wireless Facilities within the Site
and to gain access to the Site through the Use Area as provided by the following terms and conditions.

SECTION 1. DEFINITIONS

For the purposes of this Agreement, the following words, terms, phrases, and their derivations are given the meaning stated
in this Agreement. When not inconsistent with the context, words used in the present tense include the future tense, words
in the plural number include the singular number, and words in the singular number include the plural number. The word
"shall" is always mandatory and not merely directory.

“ACC” means the Arizona Corporation Commission.

“Agreement” means this non-exclusive revocable authorization granted by the City to Company to operate and maintain
Wireless Facilities on the Site.

“Agreement Activities” is ascribed the meaning in section 2.1.5.

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“Antenna” has the same meaning prescribed in A.R.S. § 9-591(1), as amended.
“A.R.S.” means Arizona Revised Statutes, as amended.

“Base Fee” means the amount that the Company must pay City each month for the term of this Agreement as provided in
Section 4.

“C.C.C.” means Chandler City Code, as amended.

“C.F.R.” means Code of Federal Regulations, as amended.
“Charter” means the City of Chandler Charter, as amended.

“City” means the City of Chandler, an Arizona municipal corporation.
“City Code” means the Chandler City Code, as amended.

“City Council’ means the Council of the City of Chandler.

“City Manager” means the Chandler City Manager or the City Manager's designee.

“Collocate’, “collocating’, or “collocation” has the same meaning prescribed in A.R.S. § 9-591(8), as amended.
“Communications Equipment’ means any and all electronic equipment at the Site that processes and transports information
from the antennas to Company's network.

“Company” means SBA 2012 TC Assets, LLC, a Delaware limited liability company whose principal place of business is
8051 Congress Avenue, Boca Raton, Florida 33487 and related affiliates, subsidiaries, persons, or entities to which this
Agreement is granted.

“Company’s Improvements” means the improvements installed on the Site or within the Use Area by the Company including,
but not limited to: the Wireless Facilities, Communications Equipment, screening elements, landscaping plants or materials,
elements and other improvements required by this Agreement.

“Competing Activities” means current or future facilities, improvements, work, or activities on Public Property within and
without the Site and Use Area boundaries, which may make portions of the Public Property unavailable for Company's use.

“Competing Users” means entities and/or third parties that own, control, or possess water pipes, cables and wires, pavement,
and other facilities that may be located within the Public Property, Wireless Facilities, and/or the Use Area. Competing Users
include without limitation, the City, the State of Arizona and its political subdivisions, the public, and all manner of utility
companies and other existing or future users of the Use Area.

“Critical Infrastructure Information" has the same meaning prescribed in A.R.S. § 41-1801, as amended.
"Day" means a calendar day, except a Saturday, Sunday, or a holiday prescribed in A.R.S. § 1-301.

“Encroachment Permit” means a permit issued under C.C.C. Chapter 46 that allows the Company to perform work or install and
maintain improvements in the Right-of-Way or on other Public Property.

“Environmental Laws” means all federai, state, and local laws, ordinances, rules, regulations, statutes, and judicial
decisions, as amended from time to time, which in any way relate to or regulate human health, safety, industrial hygiene,
environmental conditions, protection of the environment, prevention or cleanup of pollution, or contamination of the air, soil,
surface water, or ground water.

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“Facility” or “Facilities” means Company's equipment, and personal property, including but not limited to boxes, poles, wires,
pipe, conduits, pedestals, antenna, and other appurtenances, used to provide the services described in this Agreement.

“FCC” means the Federal Communications Commission.

“FCC OET Bulletin 65” means the FCC’s Office of Engineering & Technology Bulletin 65 that includes the FCC Radio Frequency
Exposure Guidelines.

“FCC Rules” means all applicable radio frequency emissions laws and regulations.

“Fiscal Year” means a 12-month period that begins on July 1 and ends the following June 30.

“Franchise” has the same meaning prescribed in the Arizona Constitution, article 13, §§ 4 and 6.

"Hazardous Substances” means those substances defined as toxic or hazardous substances, pollutants, or wastes by
Environmental Law or the following substances: gasoline, kerosene, or other petroleum products, toxic pesticides or

herbicides, volatile solvents, materials containing asbestos or formaldehyde, or radioactive materials.

“In-lieu Company” means a single, third-party company, using the Site or Company's Facility, or part thereof, to provide
services in lieu of such services being provided by Company.

“MAG” means Maricopa Association of Governments.

“Ordinary Permit Use Fee” means the City’s encroachment permit application, review, and other fees related to the issuance of
the permit.

“Other Facilities” means facilities owned and operated by third parties that are in the Right-of-Way or Public Property.

“Pre-existing Environmental Condition’ means the presence, emission, disposal, discharge, or release of any Hazardous
Substance at, in, on, under or about the Wireless Facilities and Site, however caused, existing on the Effective Date, whether
the nature and extent of the contamination is known or unknown.

“Proprietary Information” means a document or information that includes, but is not limited to, customer lists, financial information,
technical information, or other information related to Company’s services or this Agreement, and which is plainly identified as
“confidential” by Company.

“Public Property” means the surface of and the space above and below real property owned, leased, possessed, controlled,
operated, or maintained by the City. Public Property does not include Right-of-Way.

“RF” means radio frequency.

“RF Letter” means a letter attesting to the Company's compliance with FCC RF exposure guidelines from the Company's senior
internal engineer.

“Right-of-Way” means the area on, below, or above a public roadway, highway, street, sidewalk, alley, or utility easement. Right-
of-Way does not include a Federal Interstate Highway, a state highway, or state route under the jurisdiction of the Department
of Transportation, a private easement, property that is owned by a special taxing district, or a utility easement that does not
authorize the deployment sought by the Company.

"Section" means any section, subsection, or provision of this Agreement.

“Site” means the Use Area for the Wireless Facilities and the pole to which the antenna and other wireless facilities are
attached.

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“Site Documents” means the depiction of the Wireless Facilities, schematic plans and map showing location of the installation
of the Wireless Facilities installed within the Public Property, including but not limited a title report, vicinity map, site plan,
elevations, technical specifications and the cubic feet of the non-antenna wireless equipment.

“Small Wireless Facilities” has the same meaning prescribed in A.R.S. § 9-591(19), as amended.

“Supplemental Parcel Agreement” means an agreement authorizing the Company to use property outside of the Public Property
or Right-of-Way.

“SRP” means Salt River Project and its subsidiaries and affiliates.

"Telecomrunications” has the same meaning prescribed in A.R.S, § 9-1401, as amended.
"Telecommunications Company” has the same meaning prescribed in A.R.S. § 9-1401, as amended.
“Telecommunications Service" has the same meaning prescribed in A.R.S. § 9-1401, as amended.
“Third Party Areas” means the portions of the Public Property subject to Third Party Limitations.

“Third Party Limitations’ means some or part of the Public Property that may contain limited dedications or regulatory use
restrictions imposed by a third party.

“U.S.C.” means United States Code, as amended.
“Use Area’ means the real property used by Company where the Wireless Facilities are located.

“Violation Use Fee” means the types of fees that the City has available to remedy certain breaches of the Agreement by
Company.

“Wireless Facility’ means equipment at a fixed location that enables wireless communications between user equipment and a
communications network, including both of the following: (i) Equipment associated with wireless communications; and (ii) Radio
transceivers, antennas, coaxial or fiber-optic cables, regular and backup power supplies and comparable equipment, regardless
of technological configuration. Wireless Facility includes Small Wireless Facilities, but does not include the structure or
improvements on, under or within which the equipment is collocated, wireline backhaul facilities, coaxial or fiber-optic that is
between wireless support structures or utility poles or coaxial or fiber-optic cable that is otherwise not immediately adjacent to,
or directly associated with, an antenna. In addition, Wireless Facility does not include Wi-Fi radio equipment described in Section
9-506, Subsection | or microcell equipment described in Section 9-584, Subsection E. The Wireless Facilities being seven
hundred fifteen (715) square feet and an additional one hundred fourteen (~114) square feet (14’-0” x 8'-10") for a total area of
eight hundred twenty-nine (829) square feet.

“Wireless Facilities Site Permit”, also referred to herein as "Site Permit”, means the permit authorizing the installation of Wireless
Facilities at the Public Property.

“Wireless Infrastructure Company” as defined in A.R.S. §9-591(23) means any person that is authorized to provide
telecommunications service in this state and that builds or installs wireless communications transmission equipment, wireless
facilities, utility poles or monopoles but that is not a wireless service company. Wireless Infrastructure Company does not include
a special taxing district.

“Wireless Services” as defined in A.R.S. §9-591(25) means any services that are provided to the public and that use licensed
or unlicensed spectrum, whether at a fixed location or mobile, using wireless facilities.

"Wireless Services Company” as defined in A.R.S. §9-591(26) means a person that provides wireless services. Wireless
Services Company does not include a special taxing district.

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“Wireless Support Structure” as defined in A.R.S. §9-591(27) means: (i) a freestanding structure, such as a monopole; (ii) a
tower, either guyed or self-supporting; (ill) a sign or billboard; or (iv) any other existing or proposed structure designed to support
or capable of supporting small wireless facilities. Wireless Support Structure does not include a utility pole.

“Zoning Code” means Chapter 35 of City Code.
SECTION 2. PERMISSION GRANTED
2.1 Grant,

2.1.1 Subject to this Agreement and to the City Charter and City Code, City grants Company the non-exclusive
revocable permission to operate and maintain its Wireless Facilities within the Site as depicted and described in Exhibit A, and
non-exclusive, revocable permission to access the Site within the Use Area depicted and described in Exhibit B. This Agreement
does not grant Company the right and privilege to operate and maintain its Wireless Facilities within Right-of-Way. Subject to the
terms and conditions of this Agreement and any additional applicable permits later issued for the Site as more fully set forth in
this Agreement, Company's uses of any other Public Property and installation or construction of any other antennae and other
equipment locations at this Site are subject to prior review and approval by the City. If Company desires to change the components
of any of the Wireless Facilities or Communications Equipment, or other Company Improvements in a manner that changes the primary
purpose of such Wireless Facilities, Communication Equipment, or Company Improvements, Company must obtain the City’s prior
written approval of this change through the City Manager, who may refer the matter to the City Council as required by law. Company’s
installation, construction, operation, or maintenance of a fiber optics network or telecommunications network or cable facilities are
not authorized by this Agreement.

2.1.2 | Company must not install, maintain, construct, or operate Wireless Facilities in the Right-of-Way or provide
Wireless Services by means of such Wireless Facilities or connect Company's Wireless Facilities to Company’s interstate
network unless Company first obtains and maintains in good standing at all applicable times during the term of this Agreement
no less than one of the following: (i) A City license for video services as provided by Title 9, Chapter 5, Article 7, A.R.S., or (ii) a
City license for telecommunications services as provided by Title 9, Chapter 5, Article 1.1, A.R.S. ; or (iii) a Franchise that lawfully
permits Wireless Services. Company must demonstrate compliance with this Section when Company submits an application for
a wireless license agreement to the City. As of the Effective Date, Company represents and warrants that Company complies
with this Section. Company must notify City as provided in this Agreement of any changes to Company's compliance with this
Section for City's prior review and approval.

2.1.3 Subject to obtaining the permission of the affected property owner, this Agreement also authorizes Company to
operate and maintain its Wireless Facilities on Other Facilities located within Right-of-Way or on Public Property. Provided,
however, any Company installation and operation of Wireless Facilities on Other Facilities located within or on Right-of-Way or
Public Property must comply with C.C.C. Chapters 46 and 47 and any other applicable sections of the City Code. Upon request,
Campany must promptly furnish to the City documentation of Company's permission to use the Other Facilities from the facility
owner. By executing this Agreement, the City does not waive any rights that it may have against any third party to require prior
approval from the City for the third party's use of their property or facilities, or that revenues received by any third party from
Company, by virtue of Company's use of their property or facilities, be included in the computation of Franchise or license fees
owed by such third parties to the City.

2.1.4. Except for the Company Improvements specifically permitted on the Site and Use Area, no component or part
of Company’s Wireless Facilities may be installed, constructed, located on, or attached to any Public Property or Right-of-Way
within the City by Company until Company has obtained the necessary authorization under C.C.C. Chapter 46. Additionally,
Company must comply with all other provisions of the City Code including, but not limited to, C.C.C. Chapter 35 related to zoning.

2.1.5 The Site may be used by Company for the transmission and reception of radio communication signals and
for the construction, installation, operation, maintenance, and repair of related support facilities (such as tower and base,
antennas, microwave dishes, equipment shelters and/or cabinets) but only for the provision of what is commonly known as
cellular telephone service (whether or not technically referred to as Personal Communications Service, or some other term)
by the use of "personal wireless service facilities” (as such phrase is defined in §704 of the Federal Telecommunications
Act of 1996, Pub. L. No. 104-104, 110 Stat. 56 (19986), partially codified at 47 U.S.C. § 332(c)(7)(C)(2), and not for any other
purpose. Company must, at its expense, comply with all present and future federal, state, and local laws, ordinances, rules,

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and regulations (including but not limited to laws and ordinances relating to health, safety, radio frequency emissions, and
radiation) in connection with the use of and operation, maintenance, construction, or installation of Wireless Facilities at the
Site.

2.1.6 Any permission granted under this Agreement (for Public Property) and Encroachment Permit (for Right-of-Way)
to Company in any Right-of-Way or other Public Property must be subordinate to any prior or subsequent lawful occupancy or
use thereof by the City or any other governmental entity, and must be subordinate to any prior lawful occupancy or use thereof
by any other person, and must be subordinate to any prior easements therein, provided, however, that nothing herein may
extinguish or otherwise interfere with property rights established independently of this Agreement.

2.1.7 The City may also install Wireless Facilities within the Site and Use Area for municipal use including, but not
limited to, a 911 emergency response Wireless Facilities operating at 800 MHz frequency. Both parties must mutually agree to
the City’s use of Company’s Wireless Facilities on the Site, which agreement neither party may unreasonably withhold.

2.2 Description of the Wireless Facilities. | Company's Wireless Facilities consists of improvements, personal property
and Wireless Facilities necessary to operate its communications Wireless Facilities, and may include equipment buildings with
perimeter screen walls in accordance with the provisions of Chapter 35 of the Chandler City Code, and related cables and utility
lines (collectively the “Wireless Facilities’) as described in Exhibit A.

SECTION 3. SCOPE

3.1. Site License. City has jurisdictional authority over the Site and Use Area. The Site, also referred to as the Orbital Site,
consists of an area of approximately seven hundred fifteen (715) square feet and an additional one hundred fourteen (~114)
square feet (14’-0” x 8-10") for a total ground space of approximately eight hundred twenty-nine (829) square feet together
underground conduit for coax routing to antennas and an antenna array attached to a ball field light and is described in attached
Exhibit “B”. Company must not amend, modify, terminate, or otherwise change the Exhibits attached to or related to this
Agreement without the City’s prior written approval, which approval shall not be unreasonably withheld, conditioned, or
delayed.

3.2 Use Area Encroachment Permit for Site Access. Concurrently with this Agreement, City grants Company an
Encroachment Permit for revocable, non-exclusive pedestrian, vehicular, and utility access to the Site without prior notice to City.
This Use Area Encroachment Permit grants Company access to perform work where no excavation is involved and where
previously permitted structures and facilities exist. Company must submit plans to and obtain City review and approval, which
approval shall not be unreasonably withheld, conditioned, or delayed, for any excavation within the Site. This Encroachment
Permit allows non-exclusive permission for ingress and egress from the nearest Right-of-Way or Public Property solely for general
Site maintenance and servicing activities such as, but not limited to, check and inspect equipment and antennas, change circuit
packs and cards, clean cabinets and immediate area, or other similar activity where no closure of or impediment of Right-of-Way
or Public Property is required to preserve public health, safety, or welfare. The permitted use for pedestrian, vehicular, and utility
access is conceptually depicted and described in Exhibit "B". This Use Area Encroachment Permit automatically expires,
terminates, or is revoked upon the expiration, termination, or revocation of this Agreement.

3.3 Site Boundary; Limitations. The Site includes and is limited to only certain areas of the Public Property that
Company is permitted to use and occupy as depicted in Exhibit A’. The Site includes: (i) the land area to be used by
Company solely for the Communications Equipment depicted in Exhibit B; and (ii) the pote or structure to be used by
Company for mounting antennas and related equipment. The Site excludes other parts of the Public Property and all other
land, Company may not occupy or use any other portion of the Public Property or adjoining lands owned by the City without
City’s written consent. This Agreement does not grant any rights to use of Public Property outside of Site boundaries.

3.4 Use Area Boundary; Limitations. The Use Area includes and is limited to only certain areas of the Public Property
or Right-of-Way that Company is permitted fo use and occupy as depicted in Exhibit B. The Use Area includes: (i) a motor
vehicle parking space (the “Parking Space”) to be used by Company solely for parking a service vehicle to service the
Wireless Facilities and for ingress and egress to that Parking Space; and (ii) utilities to support the Wireless Facilities and
telated Company Improvements, the Use Area excludes other parts of the Public Property and Right-of-Way. Company
may not occupy or use any other portion of the Public Property or Right-of-Way without the City’s written consent. This
Agreement does not grant any rights to use of Public Property or Right-of-Way outside of Use Area boundaries.

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3.5 Change in Use. Company must use the Site and Use Area solely to operate and maintain the equipment within the
Company’s Wireless Facilities as authorized by this Agreement. Company must not use the Site or Use Area for any other
purpose other than for the facilitation of communications and/or data related uses in connection therewith, without the prior written
consent of City. The Site and Use Area must be used only for lawful purposes, and only in accordance with all applicable building,
fire, and zoning codes, and applicable local public park ordinances and regulations.

3.6 Utilities. City grants to Company permission to install, repair, replace and maintain the utility wires, poles, fiber,
cables, conduits, and pipes on the Public Property in the locations shown in Exhibit B. Any proposed service entrance
section, electrical meter pedestal, vault, or other equipment and any associated conduits required by power, telephone, or
other service companies to be constructed by Company to provide such services to the Site and Use Area must be clearly
indicated on the Site Documents to coordinate with and avoid conflicts with other users of the Public Property. Company
must be liable for and must pay throughout the term of this Agreement, all charges for all utility service furnished to the Site and
Use Area for ail Company purposes related to the operation and maintenance of Company’s Wireless Facilities.

3.7 Rights in Adjacent Land. Company's interests granted by this Agreement are expressly limited to the Public
Property and Right-of-Way depicted in Exhibit A. Without limitation, in the event any Right-of-Way or other public or private
property at or adjacent to the Public Property or Right-of-Way is owned, dedicated, abandoned, or otherwise acquired, used,

improved, or disposed of by City, such property or interests in property will not accrue to Company but accrue solely to the
City.

3.8 Condition of Title. City does not warrant title or rights to use the Site or Use Area, or any other property related
to this Agreement.

3.9 Condition of Site and Use Area, The Site and Use Area are made available in an “as is” condition without any
express or implied warranties of any kind, including without limitation any warranties or representations as to their condition
or fitness for any use or particular purpose.

3.10 No Real Property Interest. Notwithstanding any provision hereof to the contrary, and notwithstanding any
negotiation, correspondence, course of performance or dealing, or other statements or acts by or between the Parties,
Company's interests in the Site and Use Area are limited to those stated in this Agreement.

3.11 Reserved Right and Competing Users and Activities, Notwithstanding anything herein to the contrary, City
specifically reserves to itself a non-exclusive delegable right (the “Reserved Right”) over the entire Public Property or Right-
of-Way located outside of the Site and Use Area for all manner of real and personal improvements and for streets, sidewalks,
trails, landscaping, utilities, and every other land use of every description. Without limitation: (i) Company accepts the risk
that City may now or in the future install facilities or improvements on Public Property within and without Site and Use Are
boundaries, which may make portions of the Public Property unavailable for Company's use; and (ii) Company accepts the
risk that there may now or in the future exist upon the Public Property within and without Site and Use Area all manner of
work and improvements upon the Public Property (the “Competing Activities"). The Competing Activities include without
limitation any and all laying construction, erection, installation, use, operation, repair, replacement, removal, relocation,
taising, lowering, widening, realigning or other work dealing with any or all of the following, whether above, upon or below
the surface of the Public Property and whether occasioned by existing or proposed uses of the Public Property or existing
or proposed uses of adjoining or nearby land: (i) All manner of streets, alleys, sidewalks, trails, ways, traffic control devices,
subways, tunnels, trains and gates of every description, and ali manner of other transportation facilities and their
appurtenances; (ii) All manner of pipes, wires, cables, conduits, sewers, pumps, valves, switches, conductors, connectors,
poles, supports, access points and guy wires of every description, and all manner of other utility facilities and their
appurtenances; (iii) All manner of canals, drains, bridges, viaducts, overpasses, underpasses, culverts, markings, balconies,
porches, overhangs and other encroachments of every description and all manner of other facilities and their appurtenances:
(iv) All other uses of the Public Property that City may permit from time to time. Neither City, nor any agent, contractor, or
employee of City will be liable to Company, its customers nor third parties for any service disruption or for any harm caused
them or the Wireless Facilities due to Competing Users or Competing Activities.

3.12 City’s Rights Cumulative. All of City’s Reserved Rights under various provisions of this Agreement are cumulative
to each other.

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3.13 Use Priorities, This Agreement does not grant to Company or establish for Company any exclusive rights or priority
in favor of Company to use the Site or Use Area. Company must not obstruct or interfere with or prevent City from using
the Site or Use Area. Subject to the terms of this Agreement, the parties shall use best efforts to avoid interference with
use of the Site or Use Area by the other party.

3.14 Regulation. City reserves the full authority to regulate use of the Public Property and to resolve competing
demands and preferences regarding use of the Public Property located outside of the Site and Use Area and to require
Company to reasonably cooperate and participate in implementing such resolutions. Without limitation, City may take any
or all of the following into account in regulating use of the Public Property: (i) all timing, public, operational, financial and
other factors affecting existing and future proposais, needs and plans for Competing Activities; (ii) all other factors City may
consider relevant, whether or not mentioned in this Agreement; and (iii) differing regulatory regimes or laws applicable to
claimed rights, public benefits, community needs and ail other factors relating to Competing Users and Competing Activities.

3.15 Wireless Facilities Relocation. Upon one hundred eighty (180) days’ notice from City, which notice will identify
any available alternate location for the Wireless Facilities, Company must temporarily or permanently relocate or otherwise
modify the Wireless Facility (the “Relocation Work") as follows: (i) Company must perform the Relocation Work at
Company's own expense; (ii) the Relocation Work includes all work determined by City to be necessary to accommodate
Competing Activities, including without limitation temporarily or permanently removing, protecting, supporting,
disconnecting, or relocating any portion of the Wireless Facility; (iii) City may perform any part of the Relocation Work that
has not been performed within the allotted time, and Company must reimburse City for its actual costs in performing any
Relocation Work; and (iv) City has no obligation to move Company’s, City’s or others’ facilities, but may assist Company to
find a new location and to expedite the approval process; (v) City reserves the right to use any of Company’s Wireless
Facilities that are abandoned in place or that are not relocated on City’s request; (vi) all Relocation Work is subject to and
must comply with this Agreement; (vii) if City and Company cannot mutually agree on an alternate location, this Agreement will
terminate as set forth in Section 12; and (viii) permanent relocation must be reflected by an amendment to this Agreement and
subject to City Council approval as required by law.

3.16 Public Safety. Company must immediately remedy the hazard, comply with City requests to secure the Public
Property or Right-of-Way, and otherwise cooperate with City at no expense to City to remove any such hazard or impediment
if the Company Improvements or any other Company equipment, improvements, or activities present any immediate hazard
or impediment to: (i) public health, safety, or welfare; or (i!) to the City; or (iii) to City’s equipment or facilities; or (iv) to other
improvements or activities within or outside of the Site or Use Area boundaries; or (v) to City's ability to safely and
conveniently operate and maintain Public Property or Right-of-Way; or (vi) perform City’s utility, public safety, or other public
health, safety, and welfare functions. Company's work crews must report to the Site or Use Area within four (4) hours of any
request by City under this section or as soon thereafter as is reasonably practicable. The City may impose Violation Use
Fees as provided in this Agreement for Company's failure to comply with this Section, this Agreement, or the City Code.

3.17 Third Party Permission. Company's Wireless Facilities located outside of the Site or Use Area must not be located
on Third Party Areas without the third party's written permission to use Third Party Areas.

3.18 City Cooperation. City agrees to cooperate with Company, at Company's expense, to make application for and
obtain agreements and other necessary approvals that may be required for Company's intended use of the Site and Use
Area. However, nothing herein must be deemed to constitute a contractual obligation of City, as a municipality, to issue a
required agreement or approval where the officer, agent, or employee of City responsible for the issuance of such agreement
denies, in the City’s sole discretion, the issuance of such an agreement or approval. This Agreement is not intended to
supersede, modify, or waive City Code or Zoning Code requirements applicable to Wireless Facilities.

3.19 Tests and Construction. After execution of this Agreement, Company may enter Public Property and Right-of-Way
for appropriate engineering and boundary surveys, inspections, soil test borings, and other reasonably necessary tests for
construction, operation, and maintenance of Company's Wireless Facilities and Use Area. Company must coordinate with the
City’s Development Services Department to avoid interfering with any City operations while conducting any such tests or
construction.

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3.20 Company Construction/improvements.

3.20.1 Company must submit plans and specifications for all Company Improvements fo be constructed or installed for
prior review and approval by the Development Services Department. Such approval is separate from, but may be obtained
concurrent with, development approvals (building permits, encroachment permits, special use permits, etc.) required and issued
by the Development Services Department. All of Company's construction and installation work must be performed at Company's
sole cost and expense and in a good and workmanlike manner.

3.20.2 The construction plans and specifications must include fully dimensioned site plans that are drawn to scale and
show, as applicable, antenna, equipment shelter, the proposed changes in the landscape, the proposed type and height of
fencing, if any, the proposed type of construction material for all structures, including fencing or screening, and any other details
requested by City or required to obtain development approvals.

3.20.3. Company's Improvements must remain Company's personal property and not fixtures, and title to the same
must be held by Company. Company must remove all Company Improvements at its sole expense on or before the expiration
or earlier termination of this Agreement and must repair any damage to the Site and Use Area caused by such removal and
restore the Site and Use Area to the condition it was in at the time of removal reasonable wear and tear and casually excepted.
If this removal includes the removal of a City- owned structure such as a ball field light, a replacement structure approved by the
Development Services Department will be constructed by Company at Company’s cost.

3.20.4 Any portion of Company’s Improvements, or any of Company's personal property, equipment, or improvements
on the Site or Use Area that are not removed on or before ninety (90) days following the termination or expiration of this
Agreement, may be removed by City and all expenses of such removal and site restoration charged to Company.

3.20.5 Company must not alter nor add improvements to or upon the Site or Use Area without first obtaining written
approval of the Development Services Department.

3.21 Maintenance and Repair. Company must maintain and preserve all Company Improvements, the Site, and Use
Area in good repair and in a neat and clean condition and in accordance with the City Code and standards. Except for
damage caused by use of the Site or Use Area by Company, its employees, agents, subcontractors, lenders, invitees and
guests, City will maintain and repair within ordinary course and standards the Public Property and Right-of-Way located
outside the Site and Use Area.

3.22 Non-interference.

3.22.1 Company's Wireless Facilities must be constructed, installed, operated, and maintained to interfere as little as
possible with traffic or other authorized uses over, under, or through the Rights-of-Way and on other Public Property. All phases
of permitting, construction, traffic control, backfilling, compaction and paving, and the location or relocation of the Wireless
Facilities are subject to the City’s jurisdiction as described in MAG, City supplements to MAG, and the City of Chandler Utility
Manual. Company must keep accurate construction and installation records of the location of all its Wireless Facilities, both
aboveground and underground within the City and furnish them to City within thirty (30) days of installation. Company must
furnish such information in an electronic format compatible with the then current City electronic format.

3.22.2 Company must locate and relocate, at its own expense, any facilities, equipment, or other encroachment
installed or maintained in, on, or under the Rights-of-Way and on other Public Property as may be necessary to facilitate any
public purpose or any City project or activity whenever directed to do so by City in writing on a non-discriminatory basis. Such
relocations must be accomplished in accordance with the directions from City including the City’s construction schedule and made
under the same terms and conditions as the initial installation allowed pursuant to this Agreement and encroachment permit.
Company must reimburse the City for any direct or indirect damages incurred by the City as a result of delays in locations or
relocations as required by this paragraph if caused by Company’s negligence, willful misconduct, or undue delay.

3.22.3 Company agrees to obtain permits as required by this Agreement prior to removing, abandoning, relocating, or
repairing of any portion of its Wireless Facilities in the Rights-of- Way and on other Public Property. Notwithstanding the foregoing,
City understands and acknowledges there may be instances when Company is required to make repairs that are of an emergency
nature or in connection with an unscheduled disruption of the Wireless Facilities. Company will maintain any annual permits

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required by the City for such repairs. Company will notify City, if practicable, before the repairs and will apply for and obtain the
necessary permits the next business day after the repairs are initiated.

3.23 Interference and Emergency.

3.23.1 Company must receive approval by the City’s Police and Fire Departments that Company's Wireless Facilities
will not interfere with the City's public safety communications Wireless Facilities. Company agrees that all Wireless Equipment it
operates within the City must strictly comply with the FCC's radio frequency emission regulations. In the event City incurs radio
frequency interference with respect to its satellite, City communication Wireless Facilities, television or telephone equipment that
is presumably caused by Company's operations, then City will give notice to Company via on-call assistance and in writing. Within
ten (10) days following Company's receipt of such notice, Company must conduct engineering field tests to determine if such
interference is being caused by Company's Wireless Facilities. City may conduct engineering field tests using City’s own engineer
to determine if such interference is caused by Company's Wireless Facilities. City's engineer and Company’s engineer will
endeavor to determine the cause of the interference, but if the two cannot agree on the cause, a neutral third-party engineer will
be appointed by City and Company to determine the cause of the interference. If it is determined that such interference results
from any of Company's Wireless Facilities, Company must within five business days remedy such interference.

3.23.2 Company must continuously and without interruption, operate so that its Wireless Facilities are not deemed
abandoned pursuant to C.C.C. sec. 35-2209.

3.23.3 Subject to the applicable provisions of the Chandler City Charter, City Code, and Arizona Revised Statutes, City
may, in the event of a public emergency, sever, disrupt, dig-up, or otherwise remove Company's Wireless Facilities if the action
is deemed reasonably necessary by the City Manager, Fire Chief, Police Chief, Public Works Director, or Development Services
Director. Notice will be given to Company via telephone by calling the phone number located on the fence surrounding the
Wireless Facilities and at 8051 Congress Avenue, Boca Raton, Florida 33487. A public emergency must be any condition which,
in the opinion of any of the officials named, poses an immediate threat to the lives or property of City residents, caused by any
natural or man-made disaster, including, but not limited to, storms, floods, fire, accidents, explosions, major water main breaks,
or hazardous material spills.

SECTION 4. FEES, CHARGES, LETTER OF CREDIT, SECURITY FUND, DAMAGE TO RIGHTS-OF-WAY AND PUBLIC
PROPERTY

The City’s permission to Company for use of the Site and Use Area is subject to Company's payment of the fees and
charges as provided in this Agreement.

41 Application Fee. Prior to approval of this Agreement by the City Council, Company has paid to the City an application
fee in the amount of Three Thousand and No/100 Dollars ($3,000.00), which was delivered to the City on or about November 16,
2023.

4.2 Encroachment Permit Fees. Company must pay all fees as required for processing any encroachment permits
independently of this Agreement as indicated on the City fee schedule as adopted by the City Council and as applicable to such
permits and construction prior to the issuance of such a permit.

4.3 Use Fee and Other Payments.

43.1 Base Fee. For the use of the Site, as of the Effective Date, Company must pay City the sum of $2,461.14
(calendar year 2025) per month as use fee for use of the Site and Use Area (the “Base Fee"). Base Fee payments must be made
on or before the first (18) day of each month. The Base Fee for any fractional month at the beginning or at the end of the initial
term or any renewal terms will be prorated.

4.3.2 Collocation Fee and Use Fee. In addition to the Base Fee, Company shall pay to City an additional fee of Two
Hundred Seventy-Five and No/100 Dollars ($275.00) per month for each additional Wireless Services Provider who for each
month, or for a portion thereof, collocates its Wireless Facilities on the Site, Use Area, Company’s Wireless Facilities, or any part
thereof (collectively referred to as “Collocation Fee’) (the Base Fee and Collocation Fee, if any, are collectively referred to as the

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“Use Fee"). Company must pay the Use Fee by the first day of each month during the Term that Company and additional Wireless
Services Provider, if any, uses the Site, Use Area, Company’s Wireless Facilities, or any part thereof.

4.3.3 Annual Fee Increase. Beginning on January 1, 2026, and each anniversary thereafter, the Base Fee will increase
by three and one-half percent (3.5%).

4.3.4 Taxes. In addition to the Use Fee, Company must obtain any required business/sales tax licenses and pay any
applicable City, county, and state transaction privilege and use tax. The Use Fee must not be an offset to the transaction privilege
tax due and owing by Company.

43.5 Timely Payment: Other Fees and Charges. Company agrees that if it fails to pay any amounts owed to the City
by the time prescribed for payment, Company must pay interest on the amounts owed, at the rate of one percent (1%) per month.
In addition to the fees and taxes set forth herein above, Company must pay those fees and charges for encroachment permit
applications, inspection, testing, plan review, pavement damage fees, and any other fees adopted by City and applicable to
persons doing work in the Rights-of-Way or on Public Property. Additionally, if the City elects to retain outside inspectors or other
persons to review and inspect Company's plans, specifications and construction of the Wireless Facilities, Company must
reimburse the City for its actual costs incurred in connection therewith.

4.3.6 — Invoice and Payment Information. All fees and costs must be paid to City at the following address or to such

other persons or at such other places as City may designate in writing. All payments must be in lawful money of the United States
of America.

City of Chandier

ATTN: Development Services
Mail Stop 403

P.O. Box 4008

Chandler, AZ 85244-4008
Phone: 480-782-3000

Email: tuf@chandleraz.gov

City will send invoices to Company at the following address:

SBA 2012 TC Assets, LLC
8051 Congress Avenue
Boca Raton, Florida 33487
Attention: Site Administration
Re: AZ45060-A Orbital
Phone 800.799.4722

44. Letter of Credit or Cash Bond.

4.4.1. Amount: Purpose. Within thirty (30) Days after the Effective Date of this Agreement, Company must deposit with
the City one of the following: (i) an irrevocable letter of credit in the amount of $50,000 (“LOC”); or (ii) a cash bond in the amount
of $50,000 (“Bond”). The form and substance of the LOC or Bond must comply with the form, terms, and conditions as attached
in Exhibit “D”. The LOC or Bond will be used to assure: (a) the faithful performance by Company of all provisions of this Agreement;
(b) compliance with all orders, permits, and directions of any City department having jurisdiction over Company's acts or defaults
under this Agreement; and (c) Company's payment of any penalties, liquidated damages, claims, liens, and taxes due to the City
that arise by reason of the construction, operation, or maintenance of the Wireless Facilities, including cost of removal or
abandonment of any of Company’s property.

4.4.2 Drawing on Letter of Credit. The LOC may be drawn upon by the City by presentation of a draft at sight on the
lending institution, accompanied by a written notice as provided in the Annex to Exhibit "D” signed by the Development Services
Director certifying that Company has failed to comply with this Agreement and stating the amount drawn. The rights reserved to
the City with respect to the letter of credit are in addition to all other rights of the City, whether reserved by this Agreement or
authorized by law, and no action proceeding against a letter of credit will affect any other right the City may have.

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44.3 Drawing on Cash Bond. The Bond may be drawn upon by the City by presentation of written notice as provided in
this Agreement in a form similar to the Annex to Exhibit “D” signed by the Development Services Director to Company certifying
that Company has failed to comply with this Agreement and stating the amount being drawn. The rights reserved to the City with
Tespect to the Bond are in addition to all other rights of the City, whether reserved by this Agreement or authorized by law, and
no action proceeding against the Bond will affect any other right the City may have.

4.44 Replenishing. The LOC and Bond must be structured in such a manner so that if the City at any time draws upon
the LOC or Bond, upon notice to Company, Company must immediately increase the amount of available credit or Bond amount
by an amount necessary to replenish that portion of the available credit or Bond exhausted by the honoring of the City's draft;
provided, however the maximum amount available to be drawn on this LOC or Bond for any one event may not exceed
$50,000. The intent of this Section is to always make available to the City a LOC or Bond in the amount of $50,000.

4.5 Damage to Public Property. Whenever the installation, removal, or relocation of any of Wireless Facilities is required
under this Agreement, and such installation, removal or relocation cause Public Property to be damaged, Company, at its sole
cost and expense, must promptly repair damage and return the Public Property to a safe and satisfactory condition in accordance
with applicable laws, reasonably satisfactory to the Development Services Director or designee. If Company does not repair the
Public Property as just described, City will have the option, upon fifteen (15) days prior written notice to Company, to perform or
cause to be performed such reasonable and necessary work on behalf of Company and to charge Company for the proposed
costs fo be incurred or the actual costs incurred by City at City’s standard rates, plus an administrative fee of fifteen percent (15%).
Upon the receipt of a demand for payment by City, Company must, within thirty (30) days, reimburse City for such costs. For any
pavement cuts by Company, Company agrees to restore the pavement and to reimburse City for all costs arising from the
reduction in the service life of any public road, in accordance with the provisions of Chapter 46 of the City Code and the fees
established by City pursuant thereto. Company agrees to pay within thirty (30) days from the date of issuance of an invoice from
City. Provided, however, in the event Company failure creates a dangerous condition for which immediate repair or corrective
action is necessary for health or safety reasons, no prior notice need be provided to Company, but City may at City’s option,
immediately repair and restore the site to a safe condition and charge Company as provided above.

46 Damage to Facilities of Others, Company must construct, install, locate, and relocate its Wireless Facilities in such a
manner that it causes no disruption of other services or damage to the other facilities. If Company damages any City
Improvement, Company must pay to City, the full costs of all repairs incurred by City to repair such damage, together with an
administrative fee of fifteen percent (15%). If Company damages any Improvement owned by an entity other than City, Company
must, at the option of the entity whose Improvement was damaged, either repair and restore such Improvement to its condition
before such damage or reimburse that entity the full cost incurred for repairs and restoration and for other damages as proved by
such other entity.

SECTION 5. TERM OF AGREEMENT

5.1 Original Term. The original term of this Agreement will be for a period of ten (10) years that begins on the Effective
Date.

5.2 Extension. Provided that the Company is not in default or material breach of this Agreement, the term of this Agreement
may be extended for one (1) additional ten (10) year period for a total term not to exceed 20 years from the Effective Date. Any
extension of the original term is subject to consent by City and Company, which either may withhold in its sole and absolute
discretion. Both City and Company will be deemed to have elected to extend unless City or Company, respectively, gives notice
to the contrary to the other at least ninety (90) days prior to the end of the original term or the current extension. Alll of the terms
and conditions of this Agreement apply during the Term and any extension of the Term.

5.3 Hold Over. If Company possesses or occupies the Site or Use Area after the expiration of this Agreement (as
extended, if applicable), such hold over by Company will not be deemed to operate as a renewal or extension of this Agreement.
Instead, at City's sole discretion, Company's hold over creates permission to use the Site and Use Area on a month-to-month
basis that may be terminated by City upon thirty (30) days’ notice to Company as provided in this Agreement. If Company
possesses or occupies the Site or Use Area at the termination or expiration of the initial term, or any extension thereof, without
the City’s written agreement or if Company is in default or in material breach at the expiration or termination of the initial term, or
any extension, at the City's sole discretion, such hold over by Company will be construed as a tenancy at sufferance from month

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to month at one and one-half (1 1/2) times the amount of the Use Fee (defined in Section 4.3) in effect at the time of the hold over
and Company will be subject to the same terms and conditions of this Agreement.

SECTION 6. ACCEPTANCE

6.1 Written Acceptance. The Parties execution of this Agreement constitutes its acceptance of the Agreement as granted
and its agreement to be bound by and to comply with this Agreement. Company’s signature must be acknowledged by Company
before a notary public.

6.2 Validity of Agreement. Company must acknowledge, as a condition of acceptance of this Agreement that Company
was represented throughout the negotiations of the Agreement by its own attorneys and had opportunity to consult with its own
attorneys about its rights and obligations regarding same. Company has reviewed City's authority to execute and enforce this
Agreement, and has reviewed all applicable law, both federal and state, and, after considering same, Company acknowledges
and accepts the right and authority of City to execute this Agreement, to issue this Agreement and to enforce the terms herein,
and Company agrees it shall not now or at any time hereafter contest or challenge City’s authority under applicable federal, state
and local law to enter into and enforce this Agreement in any city, state or federal court.

SECTION 7. INSURANCE AND INDEMNITY

7.4 insurance Responsibility. During the entire term of this Agreement, Company must insure its property and activities at
and about the Site and Use Area and must provide insurance and indemnification as follows. Company must procure and
maintain, and must cause its contractors to procure and maintain as provided in this Section until all their respective obligations
have been discharged, insurance against claims for injury to persons or damage to property which may arise from or in connection
with Company’s obligations under this Agreement and Company's activities on the Site and Use Area, including but not limited to
the installation, construction, relocation, removal, repair, operation, and maintenance of the Wireless Facilities, Communications
Equipment, and Company improvements by Company, its agents, representatives, employees, or contractors. The insurance
requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this
Agreement. The City in no way warrants that the minimum limits contained herein are sufficient to protect Company from liabilities
that might arise out of this Agreement by Company, its agents, representatives, employees or contractors, and Company is free
to purchase such additional insurance as may be determined necessary.

7.2 Minimum Scope and Limits of Insurance: Company must provide coverage with limits of liability not less than
stated below.

72.1 Commercial General Liability - Occurrence Form. Policy must also include coverage for products completed
operations, independent contractors, personal injury, property damage, and advertising injury.

Products — Completed Operations Aggregate $10,000,000
Each Occurrence $10,000,000

The policy must be endorsed to include the following additional insured language: "The City of Chandler, its agents,
representatives, officers, directors, officials, employees, and volunteers must be named as an additional insured with
respect to liability arising out of the activities performed by the Company." This endorsement may not contain an
exclusion or limitation of completed operations coverage as regards the additional insured except with respect to the
stated aggregate limits of liability. The policy may not exclude the explosion/collapse/underground (“xcu") hazard.

7.2.2 Automobile Liability. Bodily Injury and Property Damage for any owned, hired, and non-owned vehicles used in
the performance of work under this Agreement.

Combined Single Limit (CSL) $1,000,000

The policy must contain an “MCS-90” endorsement providing for clean-up of pollution conditions arising from
transported product, if the work performed under the Agreement requires the transportation of any Hazardous
Substances by motor vehicle. The policy must also be endorsed to include the following additional insured language:
"The City of Chandler its agents, representatives, officers, directors, officials, employees, and volunteers must be named

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73

as an additional insured with respect to liability arising out of the activities performed by Company, including automobiles
owned, leased, hired, or borrowed by Company ".

7.2.3 Worker's Compensation and Employers’ Liability.

Workers' Compensation Statutory
Employers’ Liability

Each Accident $1,000,000
Disease — Each Employee $1,000,000
Disease — Policy Limit $1,000,000

Policy must contain a waiver of subrogation against the City of Chandler.

7.2.4 Pollution Liability.

Per Occurrence $5,000,000
Annual Aggregate $5,000,000

The policy must be endorsed to include the following additional insured language: “The City of Chandler its agents,
representatives, officers, directors, officials, employees, and volunteers must be named as an additional insured with
respect fo liability arising out of the activities performed by Company.” The policy must include coverage for cleanup of
sudden or accidental pollution conditions arising from the Wireless Facilities and Communications Equipment, as defined
in the Agreement; cleanup of new conditions arising from Company's operations and use of the Site and Use Area under
this Agreement; and third-party claims for on and off-site bodily injury and property damage. Company warrants that any
retroactive date under the policy must precede the Effective Date of this Agreement; and that either continuous coverage
will be maintained or an extended discovery period will be exercised for a period of three (3) years beginning at the time
work under this Agreement is completed.

7.2.5 Tech E&O and Network Security and Privacy Liability Insurance (Cyber).

Per Loss $5,000,000
Annual Aggregate $5,000,000

The policy must cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of
Services of this Agreement. If the professional liability insurance required by this Agreement is written on a claims-
made basis, Company warrants that any retroactive date under the policy will precede the

Effective Date of this Agreement; and that either continuous coverage will be maintained or an extended discovery
period will be exercised for a period of three (3) years beginning at the Effective Date of this Agreement. if such
insurance is maintained on an occurrence form basis, Company must maintain such insurance for an additional
period of one (1) year following termination or expiration of this Agreement. if such insurance is maintained on a
claims-made basis, Company must maintain such insurance for an additional period of three (3) years following
termination or expiration of this Agreement. If Company contends that any of the insurance it maintains pursuant to
other sections of this clause satisfies this requirement (or otherwise insures the risks described in this section),
Company must provide proof of same. The insurance must provide coverage for the following risks: (i) Liability
arising from theft, dissemination or use of confidential information (a defined term including but not limited to bank
account, credit card account, personal information such as name, address, social security numbers, etc.
information) stored or transmitted in electronic form; (ii) Network security liability arising from the unauthorized
access to, use of or tampering with the Wireless Facilities including hacker attacks, inability of an authorized third
party, to gain access to your services including denial of service, unless caused by a mechanical or electrical failure;
(iii) Liability arising from the introduction of a computer virus into, or otherwise causing damage to, a customer's or
third person's computer, the Wireless Facilities, network or similar computer related property and the data, software,
and programs thereon. The policy must provide a waiver of subrogation.

Additional Insurance Requirements, The policies are to contain, or be endorsed to contain, the following

provisions: Company's insurance coverage must be primary insurance and non-contributory with respect to the obligations

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that Company has undertaken under this Agreement. The policies must contain a severability of interest clause and waiver
of subrogation against the City, its officers, officials, agents, volunteers, and employees, for losses arising from work
performed by the Company under this Agreement.

74 Notice of Cancellation. Each insurance policy required by the insurance provisions of this Agreement must provide
the required coverage and must provider thirty (30) days prior written notice of cancellation to the City except for non-
payment of premium for which a ten (10) day notice will be provided. Such notice must be sent directly to the addresses
listed below and must be sent by certified mail, return receipt requested.

City of Chandler

Attention: Development Services Department
P.O. Box 4008, Mail Stop 405

Chandler, Arizona 85244-4008

Phone: (480) 782-3000

Email: tuf@chandleraz.gov

With a copy to: Office of the City Attorney
Attention: Risk Management
175 South Arizona Avenue
P.O. Box 4008 Mail Stop 602
Chandler, Arizona 85244-4008
Phone: (480) 782-4640
Fax: (480) 782-4652
Email: legal.notices@chandleraz.gov

75 Acceptability of insurers. Insurance is to be placed with insurers duly licensed or approved unlicensed companies
in the State of Arizona and with an “A.M. Best" rating of not less than A-VII. City in no way warrants that the above-required
minimum insurer rating is sufficient to protect Company from potential insurer insolvency.

76 Verification of Coverage. Company must furnish City with certificates of insurance (ACORD form or equivalent
approved by City) as required by this Agreement. The certificates for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved
by City before work commences. Each insurance policy required by this Agreement must be in effect at or prior to
commencement of work under this Agreement and remain in effect for the duration of the Agreement. Failure to maintain
the insurance policies as required by this Agreement or to provide evidence of renewal is a material breach of this
Agreement. All certificates required by this Agreement must be sent directly to the City of Chandler Development Services
Department with a copy to Risk Management as the addresses listed in Section 7.4. The Agreement number and description
are to be noted on the certificate of insurance. At City's request, Company must make certified copies of all insurance
policies required by this Agreement available for City's review through a representative and at a location within Maricopa
County, Arizona designated by Company.

LI Contractors. Company's certificate(s) must include all contractors as additional insureds under its policies or
contractors must maintain separate insurance as determined by Company and contractors must name City of Chandler as
an additional insured, however, contractor's limits of liability must not be less than $1,000,000 per occurrence, $2,000,000
aggregate.

78 Approval. Any modification or variation from the insurance requirements in this Agreement must have prior approval
from the Office of the City Attorney, whose decision will be final. Such action will not require a formal contract amendment but
may be made by administrative action.

7.9 Indemnity. In addition to all other indemnities and other obligations hereunder, to the fullest extent permitted by law,
throughout the term of this Agreement or any and all permits and until all obligations and performances under or related to this
Agreement are satisfied and all matters described in this paragraph are completely resolved, Company and all other persons
using, acting, working or claiming through or for Company (if they or their subcontractor, employee or other person or entity
hired or directed by them participated in any way in causing the claim in question) must jointly and severally indemnify, defend,

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and hold harmless City and all other parties required to be named as additional insureds under this Section 7 (“Additional
Insureds”) for, from and against any and all claims or harm related to Company's use of the Site and Use Area or the interests
granted fo Company with respect to the Site and Use Area or Company's exercise of its interests under this Agreement (the
“Indemnity’). Without limitation, the Indemnity shall include and apply to any and all allegations, demands, judgments,
assessments, taxes, impositions, expenses, proceedings, liabilities, obligations, suits, actions, claims (including without
limitation claims of personal injury, bodily injury, sickness, disease, death, property damage, destruction, loss of use, financial
harm, or other impairment), damages, losses, expenses, penalties, fines or other matters (together with all reasonable attorney
fees, court costs, and the cost of appellate proceedings and all other costs and expenses of litigation or resolving the claim) that
may arise in any manner out of Company's use of the Site and Use Area or other property pursuant to this Agreement or any
and all permits, or any actions, acts, errors, mistakes or omissions relating to work or services in the performance of or related
to this Agreement by Company, including without limitation any injury or damages or cause of action claimed or caused by any
employees, contractors, subcontractors, tenants, subtenants, agents or other persons upon or using the Site and Use Area or
surrounding areas related to Company's exercise of its rights under this Agreement, except to the extent caused by City or any
other Additional Insured or anyone for whose mistakes, errors, omissions or negligence City may be liable. Notwithstanding the
foregoing, the indemnity does not apply to: (i) Claims arising from the sole negligence or intentionally wrongful acts of City; or
(ii) Claims that the law prohibits from being imposed upon the indemnitor.

7.10 Risk of Loss. Company assumes the risk of all loss, damage or claims related to Company’s use of the Site and Use
Area or other Public Property, Company or third parties throughout the term of this Agreement and the term(s) of all permits.
Company must be responsible for all damage to its property and equipment related to this Agreement unless caused by the
negligence of the City or its agents or contractors.

7.41 Insurance to be Provided by Others. Company must cause its contractors or other persons occupying, working on
or about, or using the Site or Use Area pursuant to this Agreement to be covered by their own or Company’s insurance as
required by this Agreement, The required policy limits for commercial general liability insurance provided by such persons must
be $1,000,000 for each occurrence, $1,000,000 for products and completed operations annual aggregate, and $2,000,000
general aggregate limit per policy year. This paragraph does not apply to persons who do not actually perform physical labor at
the Site or Use Area (such as Company's consulting design engineers).

SECTION 8. TRANSFER OF LICENSE AGREEMENT

8.1 Assignability, This Agreement and the related permits are not assignable by Company (and any assignment will be
void and vest no rights in the purported assignee) unless the assignment is made in strict compliance with the following.

8.2 Assignments Affected. Every assignment of any of Company's interest in the Site and Use Area, any agreement, or
any of Company's rights or interests hereunder is prohibited unless Company first receives from City notice of City’s consent to
the assignment, City’s consent to such assignment not to be unreasonably withheld, conditioned, or delayed. All references in
this Agreement to assignments by Company or to assignees shall be deemed also to apply to all of the following transactions,
circumstances and conditions and to all persons claiming pursuant to such transactions, circumstances and conditions: (i) Any
voluntary or involuntary assignment, conveyance or transfer of Company's right to use the Site and Use Area under this
Agreement or any interest or rights of City under this Agreement, in whole or in part; (ii) Any voluntary or involuntary pledge, lien,
mortgage, security interest, judgment, claim or demand, whether arising from any contract, any agreement, any work of
construction, repair, restoration, maintenance or removal, or otherwise affecting Company's rights to use the Site and Use Area
(collectively “Liens”); (iii) Any assignment by Company of any interest in any Agreement for the benefit of creditors, voluntary or
involuntary; (iv) A Company Insolvency; (v) The occurrence of any of the foregoing by operation of law or otherwise; (vi) The
occurrence of any of the foregoing with respect to any assignee or other successor to Company.

8.3 Pre-approved Assignments. Subject to certain conditions hereafter stated, City hereby consents to certain
assignments (the “Pre-approved Assignments’). Only the foltowing assignments are Pre-approved Assignments:

8.3.1 Complete Assignment of Agreement and Permits. Company’s complete assignment of all of Company's rights
and Interests in the Site and Use Area to a single assignee who meets all of the following requirements, as determined by City in
City’s reasonable discretion (a “Qualified Operator’): (i) The assignee has experience, management, credit standing and financial
capacity and other resources equal to or greater than Company’s and adequate to successfully perform the obligations set forth

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herein; (i) The assignee is experienced in the management and operation of similar projects; (iii) The assignee assumes all of
Company's obligations herein; (iv) The assignee has a net worth of not less than $50,000,000.00.

8.3.2 Stock Transfers. The transfer of publicly traded stock, regardless of quantity.

8.3.3 Merger. The merger or consolidation of Company with another entity that is a Qualified Operator.

8.3.4 Common Ownership Transfer. Company's complete assignment of all of Company’s rights and interests in the
Site and Use Area to single assignee who is and remains a wholly owned subsidiary of Company’s sole owner as of the date of

the Agreement (or a wholly owned subsidiary of a wholly owned subsidiary of Company’s sole owner as of the date of the
Agreement Agreement).

8.4 Limitations on Assignments. City’s consent to any assignment, including without limitation, Pre-approved
Assignments, is not effective until the following conditions are satisfied: (i) Except for the sale of stock, Company must provide to
City a summary of provisions of the transaction documents assigning its interests; and (ii) Each assignee must execute an
assumption of any and all agreements and permits to be assigned in form attached as Exhibit E; and (iii) Each Pre-approved
Assignment must satisfy all other requirements of this Agreement pertaining to assignments.

8.5 Assignment Remedies. Any assignment without City’s consent must be void and must not result in the assignee
obtaining any rights or interests. City may, in its sole discretion and in addition to all other remedies available to City under this
Agreement or otherwise, and in any combination, terminate all agreements and permits; collect the Use Fee from the assignee
and/or declare the assignment to be void, all without prejudicing any other right or remedy of City this Agreement. No cure or
grace periods may apply to assignments prohibited under this Agreement or to enforcement of any provision under this Agreement
against an assignee who did not receive City's consent.

8.6 Effect of Assignment. Prior to any assignment, each assignee must execute an assumption of this Agreement and
permit in the form attached hereto as Exhibit “E”. No action or inaction by City will be deemed a waiver of the prohibition on
assignments or any other provision herein, or the acceptance of the assignee, Company or occupant as Company, or a release
of Company from the further performance by Company of the provisions of this Agreement, any agreement, or any permit.
Consent by City to an assignment will not relieve Company from obtaining City's consent to any further assignment. No
assignment may release Company from any liability hereunder.

8.7 Enforceability after Assignment. No consent by City may be deemed to be a novation. City’s consent to any
assignment does not in any way expand or modify the terms set forth this Agreement or waive, diminish, or modify any of City’s
rights or remedies under this Agreement or any permit. The terms set forth in this Agreement will be enforceable against Company
and each successor, partial or total, and regardless of the method of succession, to Company's interest hereunder. Each
successor having actual or constructive notice of this Agreement will be deemed to have agreed to the preceding sentence.

8.8 Grounds for Refusal. Except for the Preapproved Assignments, no assignment of any agreement or permit by
Company is contemplated or bargained for. Without limitation, City has the right to impose upon any consent to assignment such
conditions and requirements as City may deem appropriate.

8.9 Consent to Assignments Company must attach to each Pre-approved Assignment a copy of Company’s notice to City
of the Pre-approved Assignment and other required documents, Company must attach to each other assignment, a copy of City's
notice to Company of City's consent to the assignment. This Agreement will continue to be enforceable according to its terms
despite any provisions of any documents relating to an assignment.

8.10 Assignment Fee. Company must pay fo City in advance the sum of $500 as a nonrefundable fee for legal,
administrative, and other expenses related to every Pre-approved Assignment of an Agreement (including any related Site permits
(other than the sale of publicly traded stock) or to any request for a consent to assignment, whether City grants such request.

SECTION 8. VIOLATION USE FEES AND PUBLIC SAFETY VIOLATIONS

9.1 Material Breach by Company. Company, its affiliates, agents, employees, contractors, successors, assigns, and
representatives must comply with and perform each obligation required of Company as set forth in this Agreement. The

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following constitute a material breach by Company:

9.1.4 Company's failure to cure an event of default as described in this Agreement within ten days from the date the
notice is deemed received from the City as provided in Section 9.2.

9.1.2 Company engages in a pattern of repeated failure (or neglect) to timely perform or observe any provision of this
Agreement after City has given notice as provided in Section 15.15 of any failure by Company to comply with its obligations set
forth in this Agreement (collectively “Repeated Default”), The following constitute repeated default: (a) the City issues a notice of
default to Company within any thirty (30) day period following the notice date of a prior event of default, (b) the City issues three
or more notices of default to Company within any ninety (90) day period following the notice date of a prior event of default, or (c)
the City issues six or more notices of default to Company within any twelve (12) month period following the notice date of a prior
event of default.

9.2 Events of Default. All agreements and permits issued to Company under this Agreement are approved upon the
condition that each of the following events will be deemed an “Event of Default” for Company’s failure to perform or satisfy
the following material obligations:

9.2.1 if Company fails to make timely payment of the fees and charges required under this Agreement or permit
granted by the City.

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.2.3 If Company fails to maintain any insurance or Letter of Credit required under this Agreement.

9.2.4 — If City is exposed to any liability, obligation, damage, cost, expense, or other claim of any description, whether
asserted, unle unless Company gives immediate notice to City of Company's commitment to indemnify, defend, and hold City harmless
against such claim and Company does in fact promptly commence and continue to indemnify, defend, and hold City harmless
against such claim.

9.2. If Company fails to timely and completely do or perform or observe any other provisions of this Agreement and
such failure continues for a period of thirty (30) days after City has notified Company in writing of such failure or neglect.

9.3 City’s Remedies for Material Breach. Upon the occurrence of any material breach or at any time thereafter, City
may, at its option, exercise at Company’s expense any or all or any combination of the following cumulative remedies in
any order and repetitively at City's option: (i) revoke any or all license agreements and permits due to Company's breach
as provided in Section 9.1. The City’s revocation does not terminate Company’s obligations arising during the time
simultaneous with or prior to or the revocation, and in no way terminates any of Company's liability related to any breach of
this Agreement; (ii) pay or perform, for Company's account, in Company’s name, and at Company’s expense, any or all
payments or performances required to be paid or performed by Company (iii) abate at Company's expense any violation of
this Agreement; (iv) Notwithstanding anything under this Agreement to the contrary, unilaterally and without Company's or
any other person’s consent or approval, draw upon, withdraw, or otherwise realize upon or obtain the value of any letter of
credit, escrowed funds, insurance policies, or other deposits, sureties, bonds, or other funds or security held by City or
pledged or otherwise obligated to City by Company or by any third party (whether or not specifically mentioned herein) and
use the proceeds for any remedy permitted by this Agreement; (v) Require an additional security deposit adequate in City's
sole discretion to protect Public Property: (vi) Assert, exercise, or otherwise pursue at Company’s expense any and all other
tights or remedies, legal or equitable, to which City may be entitled, subject only to the limitation set out below on City's
ability to collect money damages in light of the Violation Use Fee; (vii) Impose civil sanctions for public safety violations as
provided in this Agreement.

9.4 Violation Use Fee. In lieu of certain money damages (the “Inconvenience Costs”) set out below, the following use
fees apply to Company's material breach of specific terms of this Agreement (the “Violation Fee Provisions”): (i) The
Inconvenience Costs are the money damages that City suffers in the form of administrative cost and inconvenience,
disharmony among competing users, and general inconvenience in the use of Public Property or Right-of-Way (if applicable)
by City and the public when Company fails to comply with the Violation Fee Provisions; and (ii) Company’s failure to comply
with Violation Fee Provisions will result in Inconvenience Costs in an amount that is and will be impracticable to determine.

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Therefore, the Parties have agreed that, in lieu of Company paying to City as damages the actual amount of the
Inconvenience Costs for violating the Violation Fee Provisions, Company must pay the following violation use fees (the
“Violation Use Fee”). The City may elect to draw upon the Letter of Credit to collect the Violation Use Fee. For continuing
violations within a 24-hour period, each calendar day is considered a separate period for purposes of recovery of Violation
Use Fees. The Violation Fee Provisions and the amount of the Violation Use Fee per day or part thereof are as follows:

Violation
Use Fee Violation Use Fee Description
(per day)
$600 Company’s failure to properly restore damage to the public right-of-way, within ten

(10) days after written notice from the City, timely perform work to the Wireless Facilities, Site,
and/or Use Area as required by this Agreement, within ten (10) days after written notice from
the City, to correct related violations of specifications, code, ordinance, or standards within ten
(10) days after written notice from the City, or six (6) or more breaches of the terms of this
Agreement, which have not been cured by Company within twelve (12) consecutive months.

$500 Three (3) or more material breaches of this Agreement by Company within ninety
(90) consecutive days.

$250 Company’s failure to make Company's books and records available to the City as
required by this Agreement within ten (10) days of such request, or one (1) or more material
breaches of this Agreement by Company within thirty (30) consecutive days.

A Violation Use Fee is only intended to remedy Inconvenience Costs that City suffers because of Company’s breach of the
Violation Fee Provisions. Company's payment of the Violation Use Fee does not in any way excuse any breach by Company
of this Agreement or limit in any way Company’s obtaining any other legal or equitable remedy provided by this Agreement
or otherwise for such breach. For example, Company's obligation to pay the Violation Use Fee does not in any way satisfy
Company's indemnity and insurance obligations under this Agreement, which apply according to their terms in addition to
Company’s obligation to pay Violation Use Fee.

9.5 Enforcement of Violation Use Fees; Appeal. The City Manager is authorized to issue notices of violation of this
Agreement and may take those measures necessary to promote, preserve, and protect public health, safety, and welfare
within the Rights-of-Way and Public Property through Violation Use Fees. The City Manager will issue a warning for the first
(1%) violation by Company under this section. The City Manager will issue notice to the Company as listed in Section 15.15.
lf City determines that the Company is liable for a Violation Use Fee, the City will issue to Company a notice of City’s
assessment of a Violation Use Fee to Company as provided in Section 15.15. The notice will set forth the nature of the
violation and the amount of the assessment. Company must pay the Violation Use Fee within ten (10) days of the date of
the City’s notice or may appeal the notice of violation as provided in C.C.C. § 1-7.

9.6 Public Safety Violations; Civil Sanctions. Jn addition to imposing a Violation Use Fee, the City Manager is
authorized to issue notices of violation of this Agreement, prosecute such violations as provided in C.C.C. sec. 1-8, and may
take those measures necessary to promote, preserve, and protect public health, safety, and welfare within the Rights-of-
Way and Public Property. The City Manager will issue a warning for the first violation by Company under this section. The
City Manager will issue notice to the Company as listed in Section 15.15.

9.7 Failure to Pay Civil Sanction. Failure of a party to pay a civil sanction upon final adjudication of the civil action as
provided by law may result in the automatic termination of this Agreement and any such party may be prohibited from
obtaining additional licenses or permits until all outstanding civil sanctions have been dismissed or paid in full.

9.8 Non-waiver. Company acknowledges Company’s unconditional obligation to comply with this Agreement. No
failure by City to demand any performance required of Company under this Agreement, and no acceptance by City of any
imperfect or partial performances under this Agreement, will excuse such performance or impair in any way City’s ability to
insist, prospectively and retroactively, upon full compliance with these terms and conditions. No acceptance by City of Use
Fee payments or other performances hereunder will be deemed a compromise or settlement of any right City may have for
additional, different, or further payments or performances as provided for in these terms and conditions. Any waiver by City
of any breach of condition or covenant herein contained to be kept and performed by Company will not be deemed or

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considered as a continuing waiver and will not operate to bar or otherwise prevent City from declaring a default for any
breach or succeeding or continuing breach either of the same condition or covenant or otherwise. No statement, bill, or
notice by City or Company concerning payments or other performances due hereunder, or failure by City to demand any
performance hereunder, will excuse Company from compliance with its obligations nor estop City (or otherwise impair City's
ability) to at any time correct such notice and/or insist prospectively and retroactively upon full compliance with this
Agreement. No waiver of any description (including any waiver of this sentence or paragraph) will be effective against City
unless made in writing by a duly authorized representative of City specifically identifying the particular provision being
waived and specifically stating the scope of the waiver.

9.9 Reimbursement of City's Expenses. Company must pay to City, within thirty (30) days after City’s demand, all
amounts expended or incurred by City in performing Company's obligations set forth herein (upon Company's failure to
perform the same after notice from City) together with interest thereon at the rate of 10% per annum from the date expended
or incurred by City.

SECTION 10. ABANDONMENT

410.4 Abandonment; Removal of Company Improvements. In the event that the use of a substantial part of any of
the Wireless Facilities is discontinued for any reason for a continuous period of two (2) years for reasons other than Force
Majeure, or in the event such Wireless Facilities or personal property, such as equipment related to the Company’s use,
has been installed on any portion of the Public Property without complying with the requirements of this Agreement, or this
Agreement has terminated or been revoked, Company must promptly, upon being given sixty (60) days’ notice from the
City, begin removal of Company Improvements and related appurtenances from the Public Property other than such
underground facilities which the City may permit to be abandoned in place. In the event of such removal, Company must
promptly restore the Public Property or other area from which such property has been removed to a condition satisfactory
to the City subject to the City’s customary practice to review upon request of Company. As a minimum, Company must
restore the Public Property to a condition as existed prior to the removal of the structure or property.

10.2 Permanent Abandonment. The Wireless Facilities and any other personal property of Company remaining on the
Public Property without the consent of the City one hundred eighty (180) days after the termination, expiration, or revocation
of this Agreement will be, at the option of the City, considered permanently abandoned. Any Company personal property
permitted to be abandoned in place will be abandoned consistent with C.C.C. §§ 46-2.9, 46-8.12(K), the Utility Permit
Manual, Transportation and Development Policy TDP-275, and any other applicable law.

SECTION 11. LICENSE AGREEMENT REVOCATION

In addition to the remedies set forth in Section 9, the City may revoke, alter, or suspend this Agreement as follows.

11.4 Revocation for Nonuse. Not later than twenty-four (24) months after the Effective Date that the City issues this
Agreement under C.C.C. Chapter 46, or an amended video service agreement under C.C.C. Chapter 46, Company must offer

and provide Wireless Services unless the Company cannot meet the requirement for reasons beyond the Company’s control as
provided in Section 15.22. If Company fails to comply with this section, the City may revoke this Agreement.

11.2 Revocation for Cause. In addition to the remedies listed in C.C.C. Chapter 46 and subject to these terms and conditions,
this Agreement may, after City Council consideration, be revoked, altered, or suspended by the City as the City deems necessary
for any of the following events of default: (i) Company's failure to file and maintain any faithful letters of credit, insurance coverage,
or pay any fees or taxes due and owing as required under this Agreement; (ji) Company's failure to comply with an applicable
law, rule, or regulation related to the operation of the Wireless Facilities, this Agreement, or as required by the appropriate
regulatory authority; (ili) fraud by Company, in its conduct or relations under this Agreement; (iv) Company's willful or grossly
negligent violation of this Agreement; (v) six (6) or more violations of this Agreement that occur within twelve (12) consecutive
months; (vi) Company’s failure to comply with any federal, state, local, or administrative order, law, permit, regulation, or consent
decree as such may apply to Company's activities and services as contemplated in this Agreement; (vii) permanent or temporary
suspension of Company’s services for a period of 180 or greater consecutive calendar days by the United States or the State of
Arizona for any authorizations legally required for Company to own, operate, maintain, or construct the Wireless Facilities; and
(vill) if Company is the subject of a voluntary or involuntary bankruptcy, receivership, insolvency, or similar proceeding or if any
assignment of any of Company's property is made for the benefit of creditors or if Company is not regularly paying its debts as

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