HomeMy WebLinkAbout12-1 Attachment_1_AgreementsAttachment 1
GROUND LEASE AGREEMENT
This GROUND LEASE AGREEMENT ("Lease") is entered into this day of ,
2016 by and between TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a California special district
("Lessor"), and T-MOBILE WEST TOWER LLC, a Delaware limited liability company, by and through
CCTMO LLC, a Delaware limited liability company, its Attorney in Fact ("Lessee"). Lessor and Lessee
are at times collectively referred to hereinafter as the "Parties" or individually as a "Party".
Recitals
WHEREAS, Lessor and Lessee desire to enter into this Lease to accommodate the operation of
Lessee's communication facility pursuant to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the facts recited above and the covenants, conditions
and terms set forth below, Lessor and Lessee hereby agree as follows:
1. Description of Leased Premises.
1.1 Lessor's Propertv. Lessor is the record owner of certain real property as more
particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the
"Property").
1.2 Leased Premises. The premises are located at 10695 Brockway Road, Truckee,
California 96161 (APN 19-450-54-000) and are situated within the Property as described and depicted in
Exhibit `B" attached hereto and incorporated by this reference (the "Premises").
2. Term. The initial term of this Lease shall be for five (5) years, commencing on July 1,
2016 and ending on June 30, 2021 (the "Initial Term"), with the right of Lessee to extend the Lease for
five (5) additional renewal terms of five (5) years each provided that Lessee is not in breach or default
under this Lease at the time its exercises its right to extend the Lease, with the final lease extension
expiring on June 30, 2046 (each additional extension is referred to as a "Renewal Term"). Each Renewal
Term must be exercised by Lessee by giving notice to Lessor no sooner than 120 days prior to expiration
and no later than 60 days prior to expiration of the then -current term. Such notice shall be deemed given
upon the mailing of such notice to Lessor. The Initial Term and each Renewal Term are collectively
referred to hereinafter as the "Term".
3. Permitted Use. Lessee shall have the right to maintain, operate, modify and repair on
the Premises the communications equipment and facilities described in the description of Lessee's
facilities attached as Exhibit "C" and made a part hereof by this reference (collectively, "Lessee's
Facilities"); provided, however, that Lessee may not materially modify Lessee's Facilities without prior
written consent from Lessor as further described below in Section 7 below. In connection therewith,
Lessee has the right to do all work necessary to prepare and maintain the Premises for Lessee's business
operations and to install and maintain transmission lines connecting the antennas to the transmitters and
receivers and utility connections between the Premises and the nearest appropriate utilities provider in
accordance with the terms of this Lease. All of Lessee's construction, installation, operation,
maintenance and repair work shall be performed at Lessee's sole cost and expense, in a good and
workmanlike manner. This Lease shall not relieve Lessee from the requirement to obtain, at its expense,
any land use permits or other approvals for the operation of Lessee's Facilities at the Property.
4. Government Approvals. If requested by Lessee, Lessor will execute, at Lessee's sole
cost and expense, all documents required by any governmental authority in connection with any
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Business Unit #: 827189
Attachment 1
development of, or construction on, the Premises, including documents necessary to petition the
appropriate public bodies for certificates, permits, licenses and other approvals deemed necessary by
Lessee in Lessee's absolute discretion to utilize the Premises for the purpose of constructing, maintaining
and operating communications facilities, including without limitation, tower structures, antenna support
structures, cabinets, meter boards, buildings, antennas, cables, equipment and uses incidental thereto.
Lessor agrees to be named applicant if requested by Lessee. Lessor shall be entitled to no further
consideration with respect to any of the foregoing matters.
5. Rent.
5.1 Upon the Initial Term, Lessee shall pay Lessor rent in the amount of One
Thousand Two Hundred and 00/100 dollars ($1,200.00) per month ("Rent"). The Rent shall be paid to
Lessor's address specified in Section 13 below. If this Lease commences other than on the first (1st) day
of the month, the Rent shall be prorated for that first (1st) month for the number of days from the
Effective Date to the end of the month.
5.2 Commencing on June 1, 2017 and on the anniversary of that date each year
thereafter (the "Adjustment Date"), the monthly Rent shall increase based on the Consumer Price Index
published by the Bureau of Labor and Statistics of the United States Department of Labor for all Urban
Consumers, US City Average ("CPI-U") indicator and shall be determined by dividing the CPI-U
indicator, published three (3) months prior to the Adjustment Date, by the CPI-U indicator published one
(1) year and three (3) months prior to the Adjustment Date, and multiplying the resultant number by the
monthly lease rental amount of the most recent Rent ("Regular Rent Escalation").
5.3 If this Lease expires or is terminated at a time other than on the last day of a
month, the Rent shall be prorated as of the date of expiration or termination, and, in the event of
termination for any reason other than nonpayment of the Rent, all prepaid Rent shall be refunded to
Lessee.
5.4 Any payment not received by Lessor within thirty (30) days after the due date
shall accrue a late fee at an interest rate of one percent (1%) per month, beginning with the thirty-first
(31st) day until paid in full, subject to a minimum late fee of Twenty -Five and 00/100 Dollars ($25.00).
Late fees will not be charged on past due balances of Twenty -Five and 00/100 Dollars ($25.00) or less. If
Lessee shall remain in possession of the Premises at the expiration of any Renewal Term without written
consent from Lessor, such tenancy shall be deemed a month -to -month tenancy under the same terms and
conditions of this Lease, except that Lessee shall pay to Lessor monthly Rent (as defined above) equal to
one hundred twenty five percent (125%) of the Rent at the expiration or termination of this Lease,
prorated and paid monthly in advance.
6. Interference, Testing and Signage.
6.1 Interference.
6.1.1 Lessee shall not use, nor shall Lessee permit its subleases, assignees,
employees, representatives, invitees, contractors or agents to use, the Premises or Lessee's Facilities in
any way that materially interferes with the use of any portion of the Property by Lessor, or by other
tenants or licensees of Lessor with rights in any portion of the Property. Such interference shall be
deemed a material breach by Lessee, and Lessee shall have the responsibility to terminate said
interference upon written notice from Lessor. In the event any such interference does not cease promptly,
Lessee acknowledges that continuing interference may cause irreparable injury and, therefore, Lessor
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Business Unit #: 827189
Attachment 1
have the right, in addition to any other rights that it may have at law or in equity, to bring a court action to
enjoin such interference or to terminate this Lease upon written notice Lessee.
6.1.2 Lessor shall not use, nor shall Lessor permit its employees,
representatives, invitees, contractors or agents to use, the Property in a way that materially interferes with
the operations of Lessee. Such interference shall be deemed a material breach by Lessor, and Lessor shall
have the responsibility to terminate said interference upon written notice from Lessee. In the event any
such interference does not cease promptly, the Parties acknowledge that continuing interference may
cause irreparable injury to Lessee and, therefore, Lessee may have the right, in addition to any other rights
that it may have at law or in equity, to elect to enjoin such interference or to terminate this Lease, upon
written notice to Lessor.
6.1.3 All operations of Lessee and Lessor shall be lawful and in compliance
with all Federal Communications Commission ("FCC") requirements, where applicable.
6.2 Testing/Signage.
6.2.1 Lessee shall maintain compliance with Federal radio frequency exposure
limit rules, and Lessee shall perform radio frequency exposure testing upon any significant change in the
electronic equipment or antennas on the Premises. All such testing shall be performed by a qualified
radio engineer.
6.2.2 Lessee shall install and maintain permanent identification and warning
signs at Lessee's Facilities, as may be required by law. The identification signs shall provide Lessee's
site identification number and a working local or toll -free telephone number to Lessee's network
operations center.
7. Lessee Improvements, Utilities and Access.
7.1 Lessee Improvements or Modifications.
7.1.1 Lessee shall have the right to conduct "like for like" or substantially
similar replacements, modifications or upgrades of similar weight, size and dimension to Lessee's
Facilities within the Premises at any time during the Term of this Lease without Lessor's prior consent,
except that Lessee shall obtain prior consent from Lessor for any change to expand the ground space of
the Premises, any change that adds additional antenna panels or any change in the overall height of
Lessee's Facilities, which consent shall not be unreasonably withheld, conditioned, or delayed. Prior to
commencing any change to add additional antenna panels or any change in the overall height of Lessee's
Facilities, Lessee shall submit one (1) complete set of engineering plans and specifications of the planned
installation ("Lessee's Plans") to Lessor for Lessor's review and written approval. Lessor shall provide
such approval or provide Lessee with its requests for changes within ten (10) business days of Lessor's
receipt of Lessee's Plans. If Lessor does not provide such approval, request for changes, or request an
extension of time within ten (10) business days, Lessor shall be deemed to have not approved Lessee's
Plans. Lessee maintains the right to perform routine maintenance, repairs, replacements and upgrades
without Lessor's approval so long as such work does not expand the ground space of the Premises
described in Exhibit `B" attached hereto, add additional antenna panels or increase the overall height of
Lessee's Facilities described in Exhibit " C" attached hereto. Lessor hereby consents to and approves the
description of the Premises attached hereto as Exhibit `B" and the Description of Lessee's Facilities
attached hereto as Exhibit "C".
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Business Unit #: 827189
Attachment 1
7.1.2 Lessee shall cause all construction to occur lien -free, within the Property
and in compliance with all applicable laws and ordinances. If any lien is filed against the Premises or
Property as a result of acts or omissions of Lessee or Lessee's employees, agents or contractors, Lessee
shall discharge the lien or bond the lien off in a manner reasonably satisfactory to Lessor within thirty
(30) days after Lessor receives written notice that the lien has been filed, or as soon thereafter as is
reasonably practical.
7.1.3 Lessee shall, at its sole expense, maintain the Premises and Lessee's
Facilities and all improvements, equipment and other personal property on the Premises in good working
order, condition and repair to Lessor's satisfaction. Lessee shall keep the Premises and Lessee's Facilities
free of rubbish, refuse and other debris and in a neat, clean and safe condition. Graffiti shall be removed
from the Premises within seventy-two (72) hours of Lessee becoming aware of it or receiving notice
thereof, or as soon thereafter as is reasonably practical. Lessee shall maintain painted and finished
surfaces of the Premises to avoid (and if necessary promptly repair) any scaling, chipping or peeling of
paint or other finishes. Lessee must repair damages to the extent caused by Lessee as soon as reasonably
possible after Lessor notifies Lessee of such damage in writing, but in no case shall repairs commence
later than five (5) business days after Lessee's receipt of Lessor's written notice to the extent reasonably
feasible. Lessee agrees to paint the tower on the Premises within twelve (12) months of the full
execution of this Lease.
7.1.4 Upon the termination or expiration of this Lease, Lessee at its expense
shall remove Lessee's Facilities, including footings and foundations to a depth of two feet, and utilities
and wiring installed by Lessee, and then shall restore and return the Premises to Lessor to substantially
the same condition as it was prior to this Lease, reasonable wear and tear excepted. Notwithstanding any
other provision of this Lease, Lessee's obligation to pay the Rent hereunder shall continue until Lessee
has substantially complied with the removal and restoration requirements of this subsection 7.1.4.
7.2 Utilities. As partial consideration for the Rent paid under this Lease, Lessor
hereby grants Lessee a non-exclusive easement in, under and across the Property for ingress, egress,
utilities and access to the Premises adequate to install, maintain and improve utilities at Lessee's expense,
which include, but are not limited to, the installation of power and telco service cable (including fiber),
and to access and service the Premises and Lessee's Facilities at all times during the Term of this Lease
(collectively, the "Easements"). The location of Easements is set forth on the drawings attached as
Exhibit "D". The Easements are non-exclusive, and Lessor retains for itself, its licensees, tenants,
successors and assigns, the right fully to use and enjoy said Easements and any roads or roadways located
thereon. The Easements shall have the same Term as this Lease. Lessee shall pay when due all charges
for utilities serving the Premises during the Term of this Lease. Lessee may arrange for the installation of
a separate meter and main breaker. Lessor may, at its option, provide utility power or communications at
the Property at the request of Lessee.
7.3 Access. During the Term of this Lease, Lessee's authorized employees,
representatives, tenants, licensees, invitees, contractors or agents shall have 24-hours-a-day, 7-days-a-
week access to and from the Property and Premises as more particularly described and depicted in Exhibit
"D" attached hereto and incorporated by this reference. Lessee may park vehicles on the Property and
Premises when Lessee's employees, agents, contractors, sublessees, licensees and their employees, agents
and contractors are servicing the facility. Lessor may adjust the access route between the Premises and
the nearest public roadway from time to time, if necessary for Lessor's use of the Property and upon sixty
(60) days written notice to Lessee. Lessee must provide Lessor with at least twenty-four (24) hours
written notice ahead of any routine maintenance work.
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Business Unit #: 827189
Attachment 1
7.4 Inspection. Lessor shall have the right to inspect the Premises to determine
compliance with the terms of this Lease, provided that reasonable prior written notice is provided to
Lessee to allow for an agreement on the date and time of the inspection. In the event of emergency,
where Lessor cannot reasonably comply with the foregoing notice requirement, Lessor shall have the
right to access the Premises and Lessor shall, within forty-eight (48) hours following actual notice of
emergency access, inform Lessee of (i) the date and time of emergency access and (ii) the nature of the
event requiring emergency access. Nothing in this section prevents Landlord from visually inspecting the
Premises from its Property without prior written notice or agreement on the date and time of an
inspection.
8. Default and Termination.
8.1 Notice of Default; Cure Period. In the event that there is a default by Lessor or
Lessee (the "Defaulting Party") with respect to any of the provisions of this Lease or Lessor's or Lessee's
obligations under this Lease, the other party (the "Non Defaulting Party") shall give the Defaulting Parry
written notice of such default. After receipt of such written notice, the Defaulting Parry shall have thirty
(30) days in which to cure any monetary default and sixty (60) days in which to cure any non -monetary
default. The Defaulting Party shall have such extended periods as may be required beyond the sixty (60)
day cure period to cure any non -monetary default if the nature of the cure is such that it reasonably
requires more than sixty (60) days to cure, and the Defaulting Party commences the cure within the sixty
(60) day period and thereafter continuously and diligently pursues the cure to completion. The Non -
Defaulting Party may not maintain any action or effect any remedies for default against the Defaulting
Party unless and until the Defaulting Party has failed to cure the same within the time periods provided in
this Section.
8.2 Early Termination by Lessee. Notwithstanding anything contained herein to the
contrary and without waiving any other rights granted to it at law or in equity, this Lease may be
terminated on written notice pursuant to Section 13 hereof, (i) immediately if Lessee notifies Lessor of
unacceptable results of any title report, environmental survey or soil tests prior to Lessee's installation of
any of Lessee's Facilities on the Premises, or if Lessee is unable to obtain, maintain, or otherwise forfeits
or cancels any license (including without limitation an FCC license), permit or other governmental
approval necessary to the installation and/or operation of Lessee's Facilities or Lessee's business; or (ii)
upon one hundred eighty (180) days written notice by Lessee if Lessee determines that the Property,
Premises or Lessee's Facilities are not appropriate for its economic, environmental or engineering
requirements or specifications; or (iii) immediately upon written notice if the Premises or Lessee's
Facilities are destroyed or damaged so as in Lessee's reasonable judgment to substantially and adversely
affect the effective use of Lessee's Facilities. In such event, Lessee shall remove its personal property
from the Property and restore the Property pursuant to subsection 7.1.4 herein.
8.3 Early Termination by Lessor. Notwithstanding anything contained herein to the
contrary and without waiving any other rights granted to it at law or in equity, this Lease may be
terminated on written notice pursuant to Section 13 hereof if (i) Lessee fails to cure any monetary breach
of this Lease within thirty (30) days after Lessee receives written notice of such breach; or (ii) Lessee fails
to cure any non -monetary breach of this Lease within sixty (60) days after Lessee receives written notice
of such breach or if Lessee fails to cure any non -monetary breach within any such additional cure period
as provided for in Section 8.1 herein. Upon Lessor's termination of this Lease, Lessee shall remove its
personal property from the Property pursuant to Section 7.1.4 herein.
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Business Unit #: 827189
Attachment 1
9. Casualty and Condemnation.
9.1 Casualty. In case of damage to the Property or Premises by fire or other material
casualty caused by Lessor, Lessor shall, at its expense, cause the damage to be repaired to a condition as
nearly as practicable to that existing prior to the damage with reasonable speed and diligence, and Lessee
may immediately erect on the Property or a portion of the Property temporary facilities and equipment at a
mutually agreeable location on the Property while Lessor makes repairs to the Property and Premises and
until such time as Lessee can reinstall its equipment and re-establish on -air operations at the original
Lessee's Facilities, and so long as the temporary facilities and equipment and associated work do not
interfere with Lessor's own restoration. If no mutually agreeable location can be found, then either parry
may terminate this Lease, with such termination being treated as the natural expiration of this Lease. If
Lessee or any of its sublessees or licensees cannot operate their equipment and facilities in a manner
satisfactory to Lessee or its sublessees or licensees, or if the Premises are not tenantable for any reason, the
Rent under this Lease shall be abated from the date of the occurrence of such damage or destruction until the
Premises can again be used for Lessee's intended purposes; provided, however, that Rent shall continue
upon Lessee's installation of temporary facilities and equipment on the Property. Notwithstanding the
foregoing, Lessor shall not be required to repair any damage to Lessee's Facilities and the Premises. Lessee
shall bear the full cost and expense of repairing and restoring any damage to Lessee's Facilities and the
Premises to the extent caused by the acts or omissions of Lessee. In the event the damage is so extensive
that Lessor decides, in its reasonable discretion, not to repair or rebuild the Property, or if the casualty is not
of a type insured against under standard fire policies with extended type coverage, this Lease shall be
terminated as of the date of such casualty, and the Rent (taking into account any abatement as aforesaid)
shall be adjusted to the termination date and Lessee shall thereupon promptly vacate the Premises.
9.2 Eminent Domain. If Lessor receives notice of a proposed taking by eminent
domain of any part of the Premises or the Easements, Lessor will notify Lessee of the proposed taking
within five (5) days of receiving said notice and Lessee will have the option to: (i) declare this Agreement
null and void and thereafter neither party will have any liability or obligation hereunder; or (ii) remain in
possession of that portion of the Premises and Easements that will not be taken, in which event there shall be
an equitable adjustment in rent on account of the portion of the Premises and Easements so taken. With
either option Lessee shall have the right to contest the taking and directly pursue an award.
10. Real Estate Taxes. Lessee shall pay any tax or fee that is directly attributable to the
leasehold estate, presence or installation of Lessee's Facilities only for so long as Lessee's Facilities, or
any part thereof that Lessee must remove pursuant to Section 7.1.4, remains on the Property. Lessor
hereby grants to Lessee the right (with written notice to Lessor complying with Section 13 below) to
challenge, whether in a court, administrative proceeding, or other venue, on behalf of Lessor and/or
Lessee, any personal property tax, real property tax or other fee or assessment that may affect Lessee, and
Lessor shall not be required to join in any such effort. If Lessor receives notice of any tax, fee, or
assessment against Lessor, which may affect Lessee and is directly or indirectly attributable to Lessee's
installation, Lessor shall provide timely notice of the assessment to Lessee sufficient to allow Lessee to
consent to or challenge such assessment. Such notice must comply with Section 13 below.
11. Insurance, Subrogation and Indemnification.
11.1 Insurance.
11.1.1 Lessee shall, at Lessee's sole cost and expense, provide and continue in
force during the Term of this Lease, commercial general liability insurance in an aggregate amount of
Five Million and no/100 Dollars ($5,000,000), with a minimum combined single limit or each occurrence
of One Million and 00/100 Dollars ($1,000,000); "All Risk" property insurance for its property
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Business Unit #: 827189
Attachment 1
replacement costs; and Statutory Worker's Compensation Insurance as required by law; a minimum of
One Million and 00/100 dollars ($1,000,000) Employer's Liability; and Automobile liability insurance
covering all owned, hired, and non -owned vehicles in use by Lessee and its employees with personal
injury protection insurance and property protection insurance to comply with the provisions of state law
with minimum limits of Two Million Dollars ($2,000,000) as the combined single limit for each
occurrence for bodily injury and property damage. Lessor shall be provided with a certificate of
insurance following the full execution of this Lease and subsequently. Lessee may satisfy this
requirement by obtaining the appropriate endorsement to any master policy of liability insurance Lessee
may maintain. The commercial general liability, Workers' Compensation/Employer's Liability, and
Automobile Liability insurance policies required under this Section shall require a thirty (30) day prior
written notice to Lessor upon any cancellation, except for non-payment of premium of such policies. All
insurance policies may be written with commercially reasonable deductibles. The required limits may be
may by a combination of primary and excess or umbrella insurance.
11.1.2 The commercial general liability, automobile liability, and umbrella or
excess policies required to be maintained by Lessee under subsection 11.1 shall name Lessor and any
subsidiary entities of Lessor, now existing or hereafter created, and their respective officers, boards,
commissions, trustees, employees, and agents as additional insureds. Copies of the additional insured
endorsements shall be provided to Lessor immediately following full execution of this Lease and
subsequently thereto as necessary so that the District has copies of all endorsements in effect.
11.1.3 All insurance shall be effected under valid and enforceable policies,
insured by insurers licensed to do business by the State of California or (if allowed by the laws of the
State of California) surplus line carriers on the State of California Insurance Commissioner's (or the
functional equivalent thereof) approved list of companies qualified to do business in the State of
California. All insurance carriers and surplus line carriers shall be rated A or better by A.M. Best
Company.
11.1.4 Upon the commencement of each Renewal Term, Lessor retains the right
at any time to review the coverage, form and amount of insurance required in this Lease. If Lessor
determines that the insurance provisions set forth herein do not provide adequate protection, it may
require Lessee to obtain additional insurance. Lessor's determination that additional insurance coverage
is required shall be limited to only what is reasonably necessary to protect against risks actually posed by
operation of the Premises under the terms of this Lease.
11.2 Indemnity. Each party shall indemnify and defend the other party against, and
hold the other party harmless from, any claim of liability or loss from personal injury or property damage
arising from the use and occupancy of the Premises or the Property by such indemnifying party, its
employees, contractors, servants or agents, except to the extent such claims are caused by the intentional
misconduct or negligent acts or omissions of the other party, its employees, contractors, servants or
agents.
11.3. Subro ag tion. The parties hereby waive any and all rights of action for negligence
against the other on account of damage to the Property, Premises or Easements resulting from any fire or
other casualty of the kind covered by property insurance policies with extended coverage, regardless of
whether or not, or in what amount, such insurance is carried by the parties. All policies of property
insurance carried by either party for Property, Premises or Easements shall include a clause or
endorsement denying to the insurer rights by way of subrogation against the other party to the extent
rights have been waived by the insured before the occurrence of injury or loss.
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Business Unit #: 827189
Attachment 1
12. Hazardous Substances Prohibited.
12.1 Lessee's Obligation and Indemnity. Lessee shall not (either with or without
negligence) cause or permit the escape, disposal or release of any Hazardous Material on or from the
Premises in any manner prohibited by law. Lessee shall indemnify and hold Lessor harmless from any
and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including any and all sums
paid for settlement of claims, reasonable attorneys' fees, and consultants' and experts' fees) from the
release of any Hazardous Material on the Premises if caused by Lessee or persons acting under Lessee.
12.2 The indemnification of this Section specifically include reasonable costs,
expenses and fees incurred in connection with any investigation by a public agency of Property conditions
or any clean-up, remediation, removal or restoration work required by any governmental authority.
Notwithstanding any other provision herein, the provisions of this Section will survive the expiration or
termination of this Lease.
12.3 The term "Hazardous Material" means any substance which is (i) designated,
defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant
or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted,
(ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products,
(iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials, or
(viii) radioactive materials. `Environmental Law(s)" means the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control
Act, 15 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et
seq., and the Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or
amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local
law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal,
presence, clean-up, transportation or release or threatened release into the environment of Hazardous
Material.
13. Notices.
13.1 All notices, requests, demands and other communications shall be in writing and
are effective three (3) days after deposit in the U.S. mail, certified and postage paid, or upon receipt if
personally delivered or sent by next -business -day delivery via a nationally recognized overnight courier
to the addresses set forth below. Lessor or Lessee may from time to time designate any other address for
this purpose by providing written notice to the other Party.
If to Lessor: Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, California 96161
If to Lessee: CCTMO LLC
c/o Crown Castle USA Inc.
Attn: Legal Department
2000 Corporate Drive
Canonsburg, PA 15317
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Business Unit #: 827189
Attachment 1
14. Assignment and Subleasing.
14.1 Assignment.
(a) Upon prior written notice to Lessor, Lessee may assign this Lease in its entirety,
with all the rights and obligations specified herein, without the prior consent of
Lessor upon submission of documentation reasonably verifying Affiliate status,
(i) to any person or business entity which is an Affiliate of Lessee as defined
herein; For purposes of this subparagraph, "Affiliate" shall only mean:
(i) a corporation which own fifty percent (50%) or more of the outstanding
common stock of Lessee, or
(ii) a corporation which has fifty percent (50%) or more of its common stock
owned by Lessee, or
(iii) a partnership which owns fifty percent (50%) or more of the common stock
of Lessee, or a partnership which has fifty percent (50%) or more of its interest in
partnership profits owned by Lessee, or
(iv) an entity which purchases all or substantially all of the assets of Lessee, or
(v) an entity which is the surviving entity in a merger with the Lessee, acquisition
or other business reorganization pursuant to state corporation or partnership law.
No assignment of this Lease or of the right to manage the Property by Lessee in whole or in part shall be
valid without the Lessor's prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed. No assignment permitted by Lessor shall be a novation unless expressly
approved in writing by Lessor, which approval shall not be unreasonably withheld, conditioned or
delayed.
14.2 Subleasing & Sharing of Sublease Revenue. Lessee shall have the right upon
written notice to Lessor, to sublease or license use of the Premises and Easements. If, after full execution
of this Lease, Lessee enters into any future sublease or license with a unaffiliated Broadband Tenant not
already a subtenant on the Premises (each a "Future Broadband Sublease"), Lessee agrees to pay to
Lessor fifty percent (50%) of the rental, license or similar payments actually received by Lessee from
such Future Broadband Sublease (excluding any reimbursement of taxes, construction costs, installation
costs, revenue share reimbursement or other expenses incurred by Lessee) ("Future Broadband Sublease
Fee") within thirty (30) days after receipt of said payments by Lessee. If Lessee enters into a Future
Broadband Sublease, Lessor may submit a written request to Lessee once per calendar year for a business
summary report pertaining to Lessee's rent obligations for the prior twelve (12) month period, and Lessee
shall provide such written accounting to Lessor within sixty (60) days after Lessee's receipt of such
written request. If any Future Broadband Sublease expires or terminates for any reason, Lessee shall no
longer be obligated to pay a Future Broadband Sublease Fee for such Future Broadband Sublease. Lessee
shall have no obligation for payment to Lessor of a Future Broadband Sublease Fee if not actually
received by Lessee. Non-payment of such rental, license or other similar payment by a sublessee,
licensee or other occupant shall not be a default under this Lease. Lessee shall have sole discretion as to
whether, and on what terms (provided such terms do not exceed Lessee's authority under or violate the
terms of this Lease) , to sublease, license or otherwise allow occupancy of the Premises and there shall be
no express or implied obligation of Lessee to do so. Lessor shall not be entitled to a Future Broadband
100629305.DOC 2 1 Site Name: West Star Hill 9
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Attachment 1
Sublease Fee for the existing users of the Premises (T-Mobile). Notwithstanding anything in this
subsection to the contrary, Lessor shall not be entitled to a Future Broadband Sublease Fee for any
sublease or license to any subtenant of Lessee or any successors and/or assignees of such subtenant who
commenced use of the Premises or executed a sublease or license prior to the effective date of this Lease.
As used herein, "Broadband Tenant" shall mean any subtenant which is a Commercial Mobile Radio
Service ("CMRS") provider (as defined in 47 C.F.R. §20.3) engaged primarily in the business of
providing wireless telephony services to its customers.
15. Relocation.
15.1 Lessor shall have the one-time right to require the relocation of Lessee's
equipment, or any part thereof, to an alternate ground location provided that (i) the relocation shall be
performed exclusively by Lessee or its agents during the Relocation Period, as defined below, (ii) the
relocation shall not result in any interruption of the communications services provided by Lessee to its
customers, including, but not limited to, Lessee's continuous access, maintenance and operation of
Lessee's equipment, until such time that all tenants, subtenants and sub -licensees that have been permitted
by this Lease are successfully relocated, and (iii) the relocation shall not impair, or in any manner alter,
the quality of communications services provided by Lessee to its customers on and from the Relocation
Site as defined below.
15.2 To exercise the relocation rights, Lessor shall provide written notice to Lessee
not less than twelve (12) months prior to the relocation date and shall propose an alternate site to which
Lessee may relocate Lessee's equipment ("Alternate Site Location"). Lessee shall have sixty (60) days
from the date of the notice to evaluate the Alternate Site Location, including, but not limited to,
conducting tests to determine the technological feasibility of the Alternate Site Location and obtaining
written approval of all wireless telecommunications providers on the Premises that have been permitted
by this Lease. If Lessee fails to approve the Alternate Site Location in writing within said sixty (60) day
period, Lessee will be deemed to have not approved such Alternate Site Location. If Lessee does not
approve such Alternate Site Location, Lessor may then propose another Alternate Site Location by
providing notice to Lessee in the manner set forth above. Upon Lessee's approval of any proposed
Alternate Site Location, both parties will enter into a written agreement concerning the relocation of
Lessee's equipment ("Relocation Agreement") to the Alternate Site Location ("Relocation Site"). Lessor
shall undertake reasonable efforts to provide an Alternate Site Location acceptable to Lessee. If no
Alternate Site Location is available or if Lessee does not approve an Alternate Site Location, Lessor may,
upon twelve (12) months' written notice, terminate the Lease in accordance with the notice requirements
set forth in the Lease.
15.3 Upon relocation of Lessee's equipment, all references to the Premises in this
Lease shall be deemed to refer to the Relocation Site (including any access and utility easements). The
Relocation Site shall be surveyed by a licensed surveyor at the sole cost of Lessee, in which event such
survey shall replace and supersede the description of the Premises under this Lease. Unless otherwise
provided in the Relocation Agreement or any other written agreement of the Parties, the relocation of
Lessee's equipment shall not affect, alter, modify or otherwise change any of the terms and conditions of
this Lease.
15.4. The "Relocation Period" shall mean that period of time commencing on the date
Lessee has received all required permits and approvals for the Relocation Site and ending ninety (90) days
thereafter. The relocation of Lessee's equipment to the Relocation Site shall be substantially completed
within the Relocation Period, to the extent reasonable feasible.
15.5. Lessor shall be responsible for one hundred percent (100%) of the cost of
100629305.DOC 2 } Site Name: West Star Hill 10
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Attachment 1
relocation. Lessor shall have the option to pay its one hundred percent (100%) share of the relocation
cost to Lessee either in the form of a cash payment or in the form of Rent abatement as may be applicable.
16. Quiet Enjoyment, Title and Authority. Lessor covenants and warrants to Lessee that
(i) Lessor has full right, power and authority to execute this Lease; (ii) it has title to the Property free and
clear of any liens or mortgages, except those disclosed to Lessee, of record, or which will not interfere
with Lessee's rights to or use of the Premises; and (iii) execution and performance of this Lease will not
violate any laws, ordinances, covenants, or the provisions of any mortgage, lease, or other agreement
binding on Lessor. Lessor covenants that at all times during the term of this Lease, Lessee's quiet
enjoyment of the Premises or any part thereof shall not be disturbed as long as Lessee is not in default
beyond any applicable grace or cure period.
17. Liens. Throughout the Term, Lessee shall keep the entire Premises free and clear from
all liens and encumbrances. Lessee shall at all times promptly and fully pay and discharge any and all
claims on which any such liens or encumbrances may or could be based, and shall indemnify Lessor
against all such liens or encumbrances, claims of liens or encumbrances, and suits or other procedures that
pertain thereto. Notwithstanding anything to the contrary in this Lease, Lessee shall not have the right to
execute or sign any document, instrument, or agreement, or to record or cause to be recorded any lien,
encumbrance, or obligation that burdens the Property or Premises without prior written consent from
Lessor, which Lessor may withhold for any or no reason. Lessor retains the right to enter the Premises
and post notices of non -responsibility for any work or materials ordered.
18. Lessor's Waiver. Lessor hereby waives and releases any and all liens, whether statutory
or under common law, with respect to any of Lessee's Property now or hereafter located on the Premises.
19. Right of First Refusal: If Lessor receives an offer from any person or entity, other than
a governmental entity, that owns towers or other wireless telecommunications facilities (or is in the
business of acquiring Lessor's interest in the Lease) to purchase fee title, an easement, a lease, a license,
or any other interest in the Property, or Lessor's interest in the Lease, or an option for any of the
foregoing, Lessor shall provide written notice to Lessee of said offer, and Lessee shall have a right of first
refusal to acquire such interest on the same terms and conditions in the offer, excluding any terms or
conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to defeat or
undermine Lessee's possessory or economic interest in the Property. If Lessor's notice covers portions of
Lessor's parent parcel beyond the Property, Lessee may elect to acquire an interest in only the Property,
and the consideration shall be pro -rated on an acreage basis. Lessor's notice shall include the prospective
buyer's name, the purchase price and/or other consideration being offered, the other terms and conditions
of the offer, the due diligence period, the proposed closing date and, if a portion of Lessor's parent parcel
is to be sold, leased or otherwise conveyed, a description of said portion. If the Lessor's notice shall
provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be
extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier
than fifteen days thereafter. If Lessee does not exercise its right of first refusal by written notice to Lessor
given within thirty (30) days, Lessor may convey the property as described in the Lessor's notice. If
Lessee declines to exercise its right of first refusal, then the Lease shall continue in full force and effect
and Lessee's right of first refusal shall survive any such conveyance. Lessee shall have the right, at its
sole discretion, to assign the right of first refusal to any person or entity, either separate from an
assignment of the Lease or as part of an assignment of the Lease. Such assignment may occur either prior
to or after Lessee's receipt of Lessor's notice and the assignment shall be effective upon written notice to
Lessor.
20. Mortgages. This Lease, Lessee's leasehold interest and the Easements shall be
subordinate to any mortgage given by Lessor which currently encumbers the Premises, provided that any
100629305.DOC 2 } Site Name: West Star Hill 1 1
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Attachment 1
mortgagee shall recognize the validity of this Lease in the event of foreclosure. In the event that the
Premises is or shall be encumbered by such a mortgage, Lessor shall obtain and furnish to Lessee a non -
disturbance agreement for each such mortgage, in recordable form. If Lessor fails to provide any non -
disturbance agreement Lessee, may withhold and accrue, without interest, the Rent until such time as
Lessee receives all such documentation.
21. Dispute Resolution.
20.1 Except as otherwise provided in this Lease and excepting claims for injunctive or
declaratory relief or other provisional or equitable provisional relief, any controversy between Lessor and
Lessee arising out of this Lease or breach thereof, is subject to the mediation process described below.
20.2 A meeting will be held promptly between Lessor and Lessee to attempt in good
faith negotiation of a resolution of the dispute. Individuals with decision making authority (or, in the case
of a Lessor which is a public body, the authority to recommend decisions to Lessor's board or legislative
body) will attend the meeting regarding the dispute. If within twenty (20) days after such meeting the
parties have not succeeded in resolving the dispute (subject to approval by Lessor's board or legislative
body), they will, within twenty (20) days thereafter submit the dispute to a mutually acceptable third party
mediator who is acquainted with dispute resolution methods. In the event the parties are unable to
appoint a mutually acceptable mediator, they shall jointly make application to a court with appropriate
jurisdiction in the County of Nevada, California, requesting that the court appoint a mediator. Lessor and
Lessee will participate in good faith in the mediation and in the mediation process. The mediation shall
be non -binding.
20.3 The costs of mediation, including any mediator's fees, and costs for the use of the
facilities during the meetings, shall be borne equally by Lessor and Lessee. Each party's costs and
expenses will be borne by the party incurring them.
20.4 If the dispute is not resolved by mediation, then either party may initiate
litigation.
21. Removal of Obstructions. Lessee has the right to remove obstructions from Lessor's
Property, including but not limited to vegetation, which may encroach upon, interfere with or present a
hazard to Lessee's use of the Premises or the Easements. Lessee shall dispose of any materials removed.
Lessee shall seek prior written consent from Lessor, which consent shall be unreasonably withheld,
conditioned or delayed, and shall provide documentation of any required permits before engaging in any
such removal that may require approval of any governmental agency.
22. Sale of Property. If Lessor sells all or part of Lessor's Property, of which the Premises
is a part then such sale shall be under and subject to this Lease.
23. Limitation of Damages. In no event shall either party be liable to the other party for
consequential, indirect, speculative or punitive damages in connection with or arising from this Lease, or
the use of the Premises or Easements.
24. Miscellaneous.
24.1 Recordation. Lessor acknowledges that a memorandum of this Lease in the form
of Exhibit "E" attached hereto and made a part hereof, may be recorded by Lessee, at its sole cost and
expense, in the official records of the County of Nevada. Lessor agrees to promptly execute such
memorandum at the request of Lessee.
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Attachment 1
24.2 Entire Agreement. This Lease, including the recitals, constitutes the entire
agreement and understanding between the Parties, and supersedes all offers, negotiations and other
agreements concerning the subject matter contained herein. Any amendments to this Lease must be in
writing and executed by both Parties.
24.3 Captions. The captions preceding the Sections of this Lease are intended only for
convenience of reference and in no way define, limit or describe the scope of this Agreement or the intent
of any provision hereof.
24.4 Construction of Document. Lessor and Lessee acknowledge that this document
shall not be construed in favor of or against the drafter by virtue of said party being the drafter and that
this Lease shall not be construed as a binding offer until signed by Lessee.
24.5 Waiver. All rights and obligations created under this Lease shall survive any
attempt, other than through a valid amendment to remove or modify them. No action or failure to act by
either Party, other than the execution of a valid written amendment, may waive any right or obligation to
subsequently act, refrain from acting, or command the action or inaction of the other Party, as applicable,
as provided within this Lease.
24.6. Partial Invalidity. If any term of this Lease is found to be void or invalid, then
such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and
effect.
24.7. Authority. Each Party to this Lease represents, warrants and acknowledges that it
has all power and authority to execute and deliver this Lease.
24.8 Successors and Assigns. This Lease and the easements granted herein shall run
with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors,
personal representatives and assigns.
24.9 Governing LawNenue. This Lease shall be governed by the laws of the State of
California, and venue for any action or claim arising out of or connected with this Lease shall reside
exclusively in the County of Nevada.
24.10 Attorneys' Fees. If any action is brought by any party to this Lease in respect of
its rights under this Lease, the prevailing party shall be entitled to reasonable attorneys' fees and court
costs as determined by the court.
24.11. Survival. All obligations of the Parties hereunder not fully performed as of the
completion or termination of this Lease shall survive such completion or termination, including without
limitation, Lessee's payment obligations and obligations concerning the condition of the Premises.
24.12 Force Majeure. Whenever a day or a period of time is appointed to do or
complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a
period of time equal to the number of days on or during which such Party is prevented from or is
unreasonably interfered with, the doing or completion of such act, matter or thing because of labor
disputes, civil commotion, war, warlike operation, sabotage, governmental regulations or control, fire or
other casualty inability to obtain any materials or to obtain electricity or energy, weather or other acts of
God, or other causes beyond such Party's reasonable control (financial inability excepted); provided,
however, that except as expressly set forth herein, this subsection shall not excuse Lessee from the
payment of Rent and any other such monies due to Lessor as required hereunder.
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Attachment 1
24.13 Exhibits. All exhibits referenced in this Lease and attached hereto are made a
part hereof and reincorporated herein by reference. In the event of a conflict between the terms and
conditions of this Lease and those of any exhibits attached hereto, the words of this Lease shall prevail.
All exhibits attached hereto shall be initialed by authorized persons acting on behalf each Party.
24.14 IRS Form W-9. Lessor agrees to provide Lessee with a completed IRS Form W-
9, or its equivalent, upon execution of this Lease and at such other times as may be reasonably requested
by Lessee. In the event the Property is transferred, the succeeding Lessor shall have a duty at the time of
such transfer to provide Lessee with a completed IRS Form W-9, or its equivalent, and other related paper
work to effect a transfer in the rent to the new Lessor. Lessor's failure to provide the IRS Form W-9
within thirty (30) days after Lessee's request shall be considered a default and Lessee may take any
reasonable action necessary to comply with IRS regulations including, but not limited to, withholding
applicable taxes from the Rent.
[Lessor and Lessee execution pages to follow]
100629305.DOC 2 } Site Name: West Star Hill 14
Business Unit #: 827189
Attachment 1
LESSOR:
TRUCKEE DONNER PUBLIC UTILITY
DISTRICT,
a California special district,
By:
Print Name:
Title:
Dated:
LESSEE:
T-MOBILE WEST TOWER LLC, a Delaware
limited liability company,
By: CCTMO LLC,
a Delaware limited liability company
Its: Attorney in Fact
By:
Print Name:
Title:
Dated:
100629305.DOC 2 } Site Name: West Star Hill 15
Business Unit #: 827189
Attachment 1
EXHIBIT A
Description of Property
ALL OF THE LAND LYING SOUTH OF THE TRUCKEE RIVER IN THE NORTHWEST QUARTER
OF THE NORTHWEST QUARTER AND THE SOUTH HALF OF THE NORTHEAST QUARTER OF
THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST,
M.D.M.
EXCEPTING THEREFROM, ALL OF THE FOLLOWING DESCRIBED PROPERTY LOCATED IN
SECTION 14 TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.B.&M.; A) NORTH ONE-HALF OF
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER; B) NORTH HALF OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF THE NORTHWEST QUARTER; C) NORTH HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
THE NORTHWEST QUARTER; D) NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF THE SOUTHEAST QUARTER FO THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER; E) NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST
QUARTER OF THE NORTHWEST QUARTER; F) EAST HALF OF THE NORTHWEST QUARTER
FO THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER; G) ALL THAT PART OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER FO THE NORTHWEST QUARTER LYING SOUTH OF THE TRUCKEE RIVER.
ALSO EXCEPTING THEREFROM A PORTION OF THE NORTHWEST ONE -QUARTER OF
SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., NEVADA COUNTY,
CALIFORNIA, FURTHER DESCRIBED AS FOLLOWS:
BEGINNING AT THE WEST ONE -QUARTER CORNER OF SECTION 14, TOWNSHIP 17 NORTH,
RANGE 16 EAST, M.D.M, SAID CORNER BEING THE SOUTHWEST CORNER OF THE HEREIN
DESCRIBED PARCEL; THENCE ALONG THE SOUTH LINE OF THE NORTHWEST ONE -
QUARTER OF SAID SECTION 14, NORTH 88° 04' 30" EAST 952.22 FEET; THENCE LEAVING
SAID LINE, NORTH 01° 55' 30" WEST 407.66 FEET; THENCE NORTH 20' 39' 00" WEST 237.50
FEET; THENCE NORTH 02' 3 F 00" WEST 843.98 FEET TO THE SOUTHERLY RIGHT OF WAY
LINE OF THE TRUCKEE-BROCKWAY ROAD, 60 FEET IN WIDTH, ROUTE III-NEV-1245;
THENCE ALONG SAID SOUTHERLY LINE, NORTH 89° 59' 00" WEST 811.56 FEET TO THE
WEST LINE OF THE NORTHWEST ONE -QUARTER OF SECTION 14; THENCE ALONG SAID
WEST LINE, SOUTH 0° 13' 35" WEST 1,505.05 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM A PORTION OF THE NORTH ONE-HALF OF SECTION 14,
TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., FURTHER DESCRIBED AS FOLLOWS:
BEGINNING AT THE ONE -QUARTER CORNER ON THE EAST LINE OF SECTION 14,
TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M, THENCE FROM THE POINT OF BEGINNING
ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER OF SAID SECTION 14,
SOUTH 880 04' 26" WEST 1,183.73 FEET TO ITS INTERSECTION WITH THE NORTHEASTERLY
LINE OF THE COUNTY ROAD FROM BROCKWAY TO TRUCKEE; THENCE ALONG THE
NORTHEASTERLY LINE OF THE ROAD, NORTH 58° 29' 00" WEST 1,713.22 FEET; THENCE
LEAVING THE ROAD, NORTH 20° 31' 40" WEST 471.52 FEET; THENCE NORTH 31° 31' 00"
EAST 110.00 FEET; THENCE SOUTH 0° 39' 43" WEST 36.35 FEET TO THE NORTHWEST
CORNER OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE -QUARTER OF SECTION 14;
THENCE ALONG THE NORTH LINE OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE-
100629305.DOC 2 } Site Name: West Star Hill 16
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Attachment 1
QUARTER NORTH 89° 17' 33" EAST 2,640.11 FEET TO THE NORTHEAST CORNER OF THE
SOUTH ONE-HALF OF THE NORTHEAST ONE -QUARTER; THENCE ALONG THE EAST LINE
OF THE NORTHEAST ONE -QUARTER SOUTH 0° 03' 25" WEST 1,317.76 FEET TO THE POINT
OF BEGINNING.
ALSO EXCEPTING THEREFROM ALL THAT PORTION OF THE NORTHWEST QUARTER OF
THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST,
M.D.M., DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT FROM WHICH THE NORTH 1/4 CORNER OF SAID SECTION 14
BEARS THE FOLLOWING FOUR SUCCESSIVE COURSES AND DISTANCES: NORTH 89° 25' 45"
EAST 163.75 FEET, NORTH 89° 25' 50" EAST 327.50 FEET, NORTH 89° 25' 30" EAST 654.99 FEET
AND NORTH 280 57' 06" EAST 1,381.78 FEET; THENCE FROM SAID POINT OF BEGINNING,
SOUTH 00 21' 40" WEST 52.05 FEET TO A POINT ON THE NORTHERLY LINE OF THE
TRUCKEE-BROCKWAY ROAD, ROUTE F.A.S. III NEV 1245; THENCE ALONG THE
NORTHERLY LINE THEREOF, WESTERLY 818.50 FEET TO A POINT ON THE WEST LINE OF
SAID SECTION 14; THENCE NORTH 0° 13' 35" EAST 120.00 FEET LONG SAID WEST LINE TO
THE SOUTHERLY CORNER OF PARCEL NO. 1 OF THAT CERTAIN LEASE DATED DECEMBER
1, 1966, RECORDED JANUARY 12, 1967, IN BOOK 414 OF OFFICIAL RECORDS, AT PAGE 107,
NEVADA COUNTY RECORDS, EXECUTED BY TRUCKEE-DONNER PUBLIC UTILITIES
DISTRICT TO TRUCKEE-DONNER PARK AND RECREATION DISTRICT; THENCE ALONG THE
SOUTHERLY LINE OF SAID PARCEL NO. 1, NORTH 76° 36' 35" EAST 846.66 FEET; THENCE
SOUTH 00 21' 30" WEST 101.44 FEET; THENCE SOUTH 0° 21' 40" WEST 176.51 FEET TO THE
POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL 2, AS SHOWN
UPON THE PARCEL MAP FOR TRUCKEE DONNER PUBLIC UTILITY DISTRICT, BEING A
PORTION OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., FILED IN THE
OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF NEVADA ON OCTOBER 23, 1973,
IN BOOK 6 OF PARCEL MAPS, AT PAGE 37.
ALSO EXCEPTING THEREFROM ALL THAT PORTION LYING WESTERLY OF THE LANDS
DESCRIBED IN THE DEED EXECUTED BY MCGLASHAN WATER COMPANY RECORDED
NOVEMBER 10, 1941, BOOK 74, OFFICIAL RECORDS, PAGE 198, AND NORTHERLY OF THE
LANDS DESCRIBED IN DEED EXECUTED BY TRUCKEE-DONNER PUBLIC UTILITY
DISTRICT RECORDED APRIL 1, 1970, BOOK 507, OFFICIAL RECORDS, PAGE 687.
100629305.DOC 2 } Site Name: West Star Hill 17
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Attachment 1
EXHIBIT B
Description of Premises
TOWER LEASE AREA LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B.&M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 40046'43" WEST, 1621.96 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 03058'00" WEST, 8.00 FEET; THENCE NORTH 80°02'00" WEST, 8.00 FEET; THENCE
NORTH 03058'00" EAST, 8.00 FEET; THENCE SOUTH 86°02'00" EAST, 8.00 FEET TO THE POINT
OF BEGINNING.
CONTAINING 64 SQUARE FEET OR 0.0015 ACRES MORE OR LESS.
EQUIPMENT LEASE AREA LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B.&M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 43003'43" WEST, 1674.36 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 59057'09" EAST, 23.77 FEET; THENCE SOUTH 30'01'07" WEST, 6.62 FEET; THENCE
NORTH 59057'09" WEST, 23.77 FEET; THENCE NORTH 30'01'07" EAST, 6.62 FEET TO THE
POINT OF BEGINNING.
CONTAINING 157.36 SQUARE FEET OR 0.0036 ACRES MORE OR LESS.
100629305.DOC 2 } Site Name: West Star Hill 18
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Attachment 1
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00629305.DOC 2 }Site Name: West Star Hill 19
Business Unit #: 827189
Attachment 1
EXHIBIT C
Description of Facilities — Equipment List
Tower Mounted Equipment
(3) Panel Antennas
(6) TMA's
Associated cables/coax
Ground Mounted Equipment
GPS Antennas mounted to equipment shelter
(3) Diplexors
(3) RRU's
(1) Equipment Cabinet
(6) wall mounted utility boxes
Associated utility boxes/vaults
Associated cables/coax
Tower Heijzht
Seventy-four feet (74')
100629305.DOC 2 }Site Name: West Star Hill 20
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Attachment 1
EXHIBIT D
Utility Easement and Access Route
ACCESS ROUTE LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B. & M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 27034'08" WEST, 1255.95 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 18049'00" WEST, 12.74 FEET TO A POINT ON A 265.50 FOOT RADIUS CURVE TO
WHICH POINT A RADIAL LINE BEARS NORTH 01 °39'21" WEST; THENCE ALONG SAID
CURVE TO THE LEFT, CONCAVE SOUTHEASTERLY, THROUGH A CENTRAL ANGLE OF
30°32'22", AN ARC LENGTH OF 141.51 FEET; THENCE SOUTH 58°10'54" WEST, 181.86 FEET;
THENCE NORTH 86002'04" WEST, 194.26 FEET; THENCE SOUTH 84046'59" WEST, 61.17 FEET;
THENCE NORTH 5905709" WEST, 27.58 FEET; THENCE NORTH 30°02'51" EAST, 12.00 FEET;
THENCE SOUTH 5905709" EAST, 23.77 FEET; THENCE NORTH 84°46'59" EAST, 58.32 FEET;
THENCE SOUTH 86002'00" EAST, 191.35 FEET; THENCE NORTH 58°10'54" EAST, 177.99 FEET
TO A POINT ON A 277.50 FOOT RADIUS CURVE; THENCE ALONG SAID CURVE TO THE
RIGHT, CONCAVE SOUTHEASTERLY, THROUGH A CENTRAL ANGLE OF 31°26'36", AN ARC
LENGTH OF 152.29 FEET TO THE POINT OF BEGINNING.
CONTAINING 7,260.13 SQUARE FEET OR 0.166 ACRES MORE OR LESS.
UTILITY EASEMENT "A" LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B. & M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 34051'26" WEST, 1588.35 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 20036'03" WEST, 6.00 FEET; THENCE NORTH 69°23'57" WEST, 155.28 FEET; THENCE
NORTH 78059'15" WEST, 71.86 FEET; THENCE NORTH 30'01'07" EAST, 6.35 FEET; THENCE
SOUTH 78059'15" EAST, 70.29 FEET; THENCE SOUTH 69°23'57" EAST, 155.78 FEET TO THE
POINT OF BEGINNING.
CONTAINING 1,359.63 SQUARE FEET OR 0.0312 ACRES MORE OR LESS.
UTILITY EASEMENT `B" LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B. & M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 40041'26" WEST, 1628.73 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 71058'21" WEST, 14.27 FEET; THENCE SOUTH 81°21'21" WEST, 14.17 FEET; THENCE
SOUTH 89058'05" WEST, 20.00 FEET; THENCE NORTH 86°25'46" WEST, 16.29 FEET; THENCE
100629305.DOC 2 } Site Name: West Star Hill 21
Business Unit #: 827189
Attachment 1
NORTH 30001'07" EAST, 6.70 FEET; THENCE SOUTH 86°25'46" EAST, 13.11 FEET; THENCE
NORTH 89058'05" EAST, 19.36 FEET; THENCE NORTH 81°21'21" EAST, 13.23 FEET; THENCE
NORTH 71058'21" EAST, 13.78 FEET; THENCE SOUTH 18'01'39" EAST, 6.00 FEET TO THE
POINT OF BEGINNING.
CONTAINING 372.62 SQUARE FEET OR 0.0086 ACRES MORE OR LESS.
100629305.DOC 2 } Site Name: West Star Hill 22
Business Unit #: 827189
Attachment 1
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00629305.DOC 2 }Site Name: West Star Hill 25
Business Unit #: 827189
Attachment 1
EXHIBIT E
Memorandum of Lease
(See attached)
100629305.DOC 2 } Site Name: West Star Hill 26
Business Unit #: 827189
Attachment 1
WHEN RECORDED RETURN TO:
Prepared by:
Parker Legal Group, PC
600 West Broadway
Suite 700
San Diego, CA 92101
S
A.P.N. 19-450-54-000
above this line for Recorder's Use
MEMORANDUM OF GROUND LEASE AGREEMENT
This Memorandum of Ground Lease Agreement ("Memorandum") is made this
day of , 2016 by and between TRUCKEE DONNER PUBLIC UTILITY
DISTRICT, a California special district ("Lessor") and T-MOBILE WEST TOWER LLC, a
Delaware limited liability company, by and through CCTMO LLC, a Delaware limited liability
company, its Attorney in Fact ("Lessee")
1. Lessor and Lessee have entered into a Ground Lease Agreement dated ,
2016 (the "Lease"), of which this is a Memorandum, whereby Lessee leased certain real
property, together with access and utility easements, located in Nevada County, California from
Lessor (the "Premises"), all located within certain real property owned by Lessor (the
"Property"). The Property, of which the Premises is a part, is more particularly described on
Exhibit A attached hereto.
Site Name: West Star Hill/Truc 1
Business Unit #: 827189
Documentary Transfer Tax S
Computed on full value of property
Computed on full value less liens and
encumbrances remaining at time of sale
Computed on full value of lease surpassing the
35-year term limit
Computed on leased area of the property
Signature of Declarant or agent — Firm Name
Attachment 1
2. The initial term of the Lease commenced on July 1, 2016 and expires on June 30,
2021, with the right of Lessee to extend the Lease for five (5) additional renewal terms of five
(5) years each.
3. By the Lease, Lessor granted to Lessee a limited right of first refusal to purchase
all, or a portion, of the Site, the details of which are set forth in the Lease.
4. In the event of any inconsistency between this Memorandum and the Lease, the
Lease shall control.
5. The terms, covenants and provisions of the Lease shall extend to and be binding
upon the respective executors, administrators, heirs, successors and assigns of Lessor and Lessee.
6. This Memorandum does not contain the social security number of any person.
7. A copy of the Lease is on file with Lessor and Lessee.
[Execution Pages Follows]
{00629305.DOC 2 } Site Name: West Star Hill/Truc 2
Business Unit #: 827189
Attachment 1
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Lessor and Lessee have
caused this Memorandum to be duly executed on the day and year first written above.
LESSOR:
TRUCKEE DONNER PUBLIC UTILITY
DISTRICT,
a California special district
By:
Print Name:
Title:
[Acknowledgment Appears on Following Page]
{00629305.DOC 2 } Site Name: West Star Hill/Truc
Business Unit #: 827189
Attachment 1
LESSOR ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On _
Public,
ss.
before me, , Notary
personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
(Seal)
[Lessor Execution Page Follows]
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Attachment 1
LESSEE:
T-MOBILE WEST TOWER LLC,
a Delaware limited liability company,
By: CCTMO LLC,
a Delaware limited liability company
Its: Attorney in Fact
WE
Print Name:
Title:
[Acknowledgment Appears on Following Page]
{00629305.DOC 2 } Site Name: West Star Hill/Truc
Business Unit #: 827189
Attachment 1
LESSEE ACKNOWLEDGMENT
STATE OF
COUNTY OF
On this day of , 2016 before me (notary
public), personally appeared (print name), who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(NOTARY SEAL)
(notary public)
that
ATTENTION NOTARY: Although the information requested below is OPTIONAL, it
could prevent fraudulent attachment of this certificate to another document.
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW.
Title of Document Type: Memorandum of Ground Lease Agreement
Number of Pages Date of Document
{00629305.DOC 2 } Site Name: West Star Hill/Truc 6
Business Unit #: 827189
Attachment 1
EXHIBIT A
OF MEMORANDUM
(Legal Description of Lessor's Property)
ALL OF THE LAND LYING SOUTH OF THE TRUCKEE RIVER IN THE NORTHWEST QUARTER
OF THE NORTHWEST QUARTER AND THE SOUTH HALF OF THE NORTHEAST QUARTER OF
THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST,
M.D.M.
EXCEPTING THEREFROM, ALL OF THE FOLLOWING DESCRIBED PROPERTY LOCATED IN
SECTION 14 TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.B.&M.; A) NORTH ONE-HALF OF
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER; B) NORTH HALF OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF THE NORTHWEST QUARTER; C) NORTH HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
THE NORTHWEST QUARTER; D) NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF THE SOUTHEAST QUARTER FO THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER; E) NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST
QUARTER OF THE NORTHWEST QUARTER; F) EAST HALF OF THE NORTHWEST QUARTER
FO THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER; G) ALL THAT PART OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER FO THE NORTHWEST QUARTER LYING SOUTH OF THE TRUCKEE RIVER.
ALSO EXCEPTING THEREFROM A PORTION OF THE NORTHWEST ONE -QUARTER OF
SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., NEVADA COUNTY,
CALIFORNIA, FURTHER DESCRIBED AS FOLLOWS:
BEGINNING AT THE WEST ONE -QUARTER CORNER OF SECTION 14, TOWNSHIP 17 NORTH,
RANGE 16 EAST, M.D.M, SAID CORNER BEING THE SOUTHWEST CORNER OF THE HEREIN
DESCRIBED PARCEL; THENCE ALONG THE SOUTH LINE OF THE NORTHWEST ONE -
QUARTER OF SAID SECTION 14, NORTH 88° 04' 30" EAST 952.22 FEET; THENCE LEAVING
SAID LINE, NORTH 01° 55' 30" WEST 407.66 FEET; THENCE NORTH 20' 39' 00" WEST 237.50
FEET; THENCE NORTH 02' 31' 00" WEST 843.98 FEET TO THE SOUTHERLY RIGHT OF WAY
LINE OF THE TRUCKEE-BROCKWAY ROAD, 60 FEET IN WIDTH, ROUTE III-NEV-1245;
THENCE ALONG SAID SOUTHERLY LINE, NORTH 89° 59' 00" WEST 811.56 FEET TO THE
WEST LINE OF THE NORTHWEST ONE -QUARTER OF SECTION 14; THENCE ALONG SAID
WEST LINE, SOUTH 0° 13' 35" WEST 1,505.05 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM A PORTION OF THE NORTH ONE-HALF OF SECTION 14,
TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., FURTHER DESCRIBED AS FOLLOWS:
BEGINNING AT THE ONE -QUARTER CORNER ON THE EAST LINE OF SECTION 14,
TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M, THENCE FROM THE POINT OF BEGINNING
ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER OF SAID SECTION 14,
SOUTH 880 04' 26" WEST 1,183.73 FEET TO ITS INTERSECTION WITH THE NORTHEASTERLY
LINE OF THE COUNTY ROAD FROM BROCKWAY TO TRUCKEE; THENCE ALONG THE
NORTHEASTERLY LINE OF THE ROAD, NORTH 58° 29' 00" WEST 1,713.22 FEET; THENCE
LEAVING THE ROAD, NORTH 20° 3 P 40" WEST 471.52 FEET; THENCE NORTH 31' 3 P 00"
EAST 110.00 FEET; THENCE SOUTH 0° 39' 43" WEST 36.35 FEET TO THE NORTHWEST
{00629305.DOC 2 } Site Name: West Star Hill/Truc
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CORNER OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE -QUARTER OF SECTION 14;
THENCE ALONG THE NORTH LINE OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE -
QUARTER NORTH 89° 17' 33" EAST 2,640.11 FEET TO THE NORTHEAST CORNER OF THE
SOUTH ONE-HALF OF THE NORTHEAST ONE -QUARTER; THENCE ALONG THE EAST LINE
OF THE NORTHEAST ONE -QUARTER SOUTH 0° 03' 25" WEST 1,317.76 FEET TO THE POINT
OF BEGINNING.
ALSO EXCEPTING THEREFROM ALL THAT PORTION OF THE NORTHWEST QUARTER OF
THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST,
M.D.M., DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT FROM WHICH THE NORTH 1/4 CORNER OF SAID SECTION 14
BEARS THE FOLLOWING FOUR SUCCESSIVE COURSES AND DISTANCES: NORTH 89' 25' 45"
EAST 163.75 FEET, NORTH 89° 25' 50" EAST 327.50 FEET, NORTH 89° 25' 30" EAST 654.99 FEET
AND NORTH 280 57' 06" EAST 1,381.78 FEET; THENCE FROM SAID POINT OF BEGINNING,
SOUTH 00 21' 40" WEST 52.05 FEET TO A POINT ON THE NORTHERLY LINE OF THE
TRUCKEE-BROCKWAY ROAD, ROUTE F.A.S. III NEV 1245; THENCE ALONG THE
NORTHERLY LINE THEREOF, WESTERLY 818.50 FEET TO A POINT ON THE WEST LINE OF
SAID SECTION 14; THENCE NORTH 00 13' 35" EAST 120.00 FEET LONG SAID WEST LINE TO
THE SOUTHERLY CORNER OF PARCEL NO. 1 OF THAT CERTAIN LEASE DATED DECEMBER
1, 1966, RECORDED JANUARY 12, 1967, IN BOOK 414 OF OFFICIAL RECORDS, AT PAGE 107,
NEVADA COUNTY RECORDS, EXECUTED BY TRUCKEE-DONNER PUBLIC UTILITIES
DISTRICT TO TRUCKEE-DONNER PARK AND RECREATION DISTRICT; THENCE ALONG THE
SOUTHERLY LINE OF SAID PARCEL NO. 1, NORTH 76° 36' 35" EAST 846.66 FEET; THENCE
SOUTH 00 21' 30" WEST 101.44 FEET; THENCE SOUTH 00 21' 40" WEST 176.51 FEET TO THE
POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL 2, AS SHOWN
UPON THE PARCEL MAP FOR TRUCKEE DONNER PUBLIC UTILITY DISTRICT, BEING A
PORTION OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., FILED IN THE
OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF NEVADA ON OCTOBER 23, 1973,
IN BOOK 6 OF PARCEL MAPS, AT PAGE 37.
ALSO EXCEPTING THEREFROM ALL THAT PORTION LYING WESTERLY OF THE LANDS
DESCRIBED IN THE DEED EXECUTED BY MCGLASHAN WATER COMPANY RECORDED
NOVEMBER 10, 1941, BOOK 74, OFFICIAL RECORDS, PAGE 198, AND NORTHERLY OF THE
LANDS DESCRIBED IN DEED EXECUTED BY TRUCKEE-DONNER PUBLIC UTILITY
DISTRICT RECORDED APRIL 1, 1970, BOOK 507, OFFICIAL RECORDS, PAGE 687.
{00629305.DOC 2 } Site Name: West Star Hill/Truc
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Attachment 1
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LEFT BLANK
Attachment 1
SETTLEMENT AGREEMENT AND GENERAL RELEASE
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE ("Agreement") is
made and entered into as of , 2016, (the "Effective Date") by and
between TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a California special district
("Lessor"), and T-MOBILE WEST TOWER LLC, a Delaware limited liability company, by and
through CCTMO LLC, a Delaware limited liability company, its Attorney in Fact ("Lessee").
Lessor and Lessee are sometimes individually referred to herein as a "Party" and collectively
referred to herein as the "Parties". This Agreement is based upon the following facts:
RECITALS
A. Lessor is the fee owner of that certain real property located at 10695 Brockway
Road, Truckee, California 96161, A.P.N. 19-450-54-000 (the "Property").
B. WHEREAS, The Truckee Sanitation District ("TSD") is the fee owner of that certain
real property known as A.P.N. 19-450-55-000, 10570 Brockway Rd, (the "TSD
Property"), which is adjacent to the Property; and
C. WHEREAS, TSD and Pacific Bell Mobile Services, a California corporation
("Original Lessee") entered into that certain Communications Site Lease Agreement dated
November 4, 1997, for the lease of a portion of the TSD Property, a memorandum of which was
recorded on December 3, 1997 at Instrument No. 97033350 in the Office of the Nevada County
Recorder, California ("Original Lease"); and
D. WHEREAS, in reliance on the Original Lease, Original Lessee constructed a
wireless telecommunications facility on the Property; and
E. WHEREAS, Lessee is the ultimate successor in interest to Original Lessee; and
F. WHEREAS, a dispute has arisen between the Parties concerning Lessee's use of
the Property and Lessor's claims for damages arising therefrom (the "Dispute"); and
G. WHEREAS, the Parties now desire to fully and finally settle any and all claims,
allegations, potential causes of action, issues and matters described relating to the Dispute, and to
fully and finally resolve any and all differences and disputes between the Parties, including but
not limited to those asserted, or which could have been asserted in connection with the Dispute,
on the terms and conditions set forth below; and
H. WHEREAS, by entering into this Agreement, no Party admits the allegations or
contentions of the other Party and each Party is entering into this Agreement for the purpose of
resolving the disputes and differences relating to the Dispute between the Parties.
100629303.DOCX 2 11
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Attachment 1
AGREEMENT
NOW, THEREFORE, in consideration of the terms, conditions, warranties and covenants
herein, the Parties agree as follows:
1. Recitals. The recitals set forth above are incorporated by this reference as part of
the agreement between the Parties.
2. Settlement Compensation. As full and final settlement, the Parties agree as
follows:
a. Lessee shall pay to Lessor the sum of One Hundred Thousand and No/100
Dollars ($100,000.00) within sixty (60) days of the full execution of this Agreement.
3. New Ground Lease Agreement. Concurrently with the full execution of this
Agreement, the Parties shall execute that certain Ground Lease Agreement, a copy of which is
attached hereto as Exhibit "A".
4. General Release. Lessor and Lessee on behalf of themselves, their heirs,
executors, successors, and assigns, hereby forever release, remise, and forever discharge the
other Party and each of its employees, officers, directors, agents, parents, subsidiaries, affiliates,
insurers, lessees, sub -lessees, licensees, sub -licensees, assignees, licensees, assigns and
successors (collectively, the "Released Parties") from any and all liabilities, claims, demands,
causes of action, obligations, costs, expenses, damages, debts, losses, attorneys' fees, and
contracts of every type, character, kind, nature or description, whether known or unknown,
choate or inchoate, accrued or hereafter accruing, suspected or unsuspected, claimed or
unclaimed, asserted or not asserted, by reason of any matter, cause or thing relating to, pertaining
to or concerning in any way whatsoever the Dispute, and any and all dealings and interactions
between and among the Parties regarding the Dispute (collectively, the "Claims"), with the
exception only of claims arising out of the Parties' performance or breach of the provisions of
this Agreement.
5. California Civil Code Section 1542. Lessor and Lessee acknowledge and agree:
(a) that, subject only to the exception expressly provided for in Paragraph 4 above, the foregoing
release -of -claims provision applies not only to claims covered by this provision that are presently
known, suspected, or disclosed to them, but also to claims covered by the provision that are
presently unknown, unsuspected, or undisclosed to them; and (b) that they are aware of the
provisions of Section 1542 of the California Civil Code ("Code") regarding the effect of this
Agreement on the release of unknown, unsuspected, and undisclosed claims, and freely,
voluntarily, and knowingly waive Section 1542 of the Code. Section 1542 of the Code provides:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must
have materially affected his or her settlement with the debtor.
6. Successors and Assigns. Except as explicitly provided herein to the contrary, this
Agreement and all rights and obligations set forth herein shall run with the Property and shall be
binding upon and inure to the benefit of the Parties, their respective successors and/or heirs, and
100629303.DOCX 2 11
Site Name: west Star Hill/Truc
Business Unit #: 827189
Attachment 1
permitted assigns including subsequent owners of the Property and/or the business and/or
improvements located thereon.
7. Advice of Counsel. Each of the Parties warrant and represent that they have been
advised by independent counsel, are authorized to enter into this Agreement and knowingly and
voluntarily agree to the terms and conditions herein.
8. Severability. If any provision of this Agreement shall be invalid or
unenforceable, the remaining provisions shall not be affected, and every provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
9. Entire Agreement. Each of the Parties acknowledges that no promise,
inducement or agreement not herein expressed has been made to it by the other in connection
with this Agreement, and that this Agreement is intended as a final and complete expression of
the Parties' agreement and understanding with respect to the subject matter hereof. This
Agreement may not be amended or modified except by a written instrument signed by the Parties
which expressly states that modification of this Agreement is intended.
10. Governing Law and Venue. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of California, without regard to its principles of
conflicts of laws. Sole and exclusive venue for any legal claim(s) arising under this Agreement
shall vest in the Superior Court of California, County of Nevada.
11. Counterparts. This Agreement may be executed and delivered in one or more
counterparts, each of which shall be an original, but all of which, together, shall be deemed to
constitute a single document. This Agreement may be executed and signature pages exchanged
by facsimile or PDF, and a facsimile or PDF signature shall have the same force and effect as an
original signature.
12. Non -waiver. No failure or delay in exercising any right under this Agreement
shall operate as a waiver thereof or of any other right.
13. Attorneys' Fees and Expenses. All attorneys' fees and costs incurred by each of
the Parties through the Effective Date of this Agreement and thereafter shall be borne by each
such Party and such fees and costs are not subject to fee shifting.
14. Drafting Presumption. This Agreement has been and shall be construed to have
been drafted by all Parties to it so that the rule of construing ambiguities against the drafter shall
have no force or effect.
100629303.DOCX 2 12
Site Name: west Star Hill/Truc
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Attachment 1
IN WITNESS HEREOF, this Agreement has been executed in the State of California on
the dates set forth below, and subject to full execution and delivery by all signatories, shall be
deemed effective as of the Effective Date written above.
LESSOR:
TRUCKEE DONNER PUBLIC UTILITY
DISTRICT,
a California special district,
By:
Print Name:
Title:
Dated:
LESSEE:
T-MOBILE WEST TOWER LLC, a Delaware
limited liability company,
By: CCTMO LLC,
a Delaware limited liability company
Its: Attorney in Fact
By:
Print Name:
Title:
Dated:
100629303.DOCX 2 13
Site Name: west Star Hill/Truc
Business Unit #: 827189
Attachment 1
EXHIBIT A
Ground Lease Agreement
100629303.DOCX 2 14
Site Name: West Star Hill/Truc
Business Unit #: 827189
Attachment 1
GROUND LEASE AGREEMENT
This GROUND LEASE AGREEMENT ("Lease") is entered into this day of ,
2016 by and between TRUCKEE DONNER PUBLIC UTILITY DISTRICT, a California special district
("Lessor"), and T-MOBILE WEST TOWER LLC, a Delaware limited liability company, by and through
CCTMO LLC, a Delaware limited liability company, its Attorney in Fact ("Lessee"). Lessor and Lessee
are at times collectively referred to hereinafter as the "Parties" or individually as a "Party".
Recitals
WHEREAS, Lessor and Lessee desire to enter into this Lease to accommodate the operation of
Lessee's communication facility pursuant to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the facts recited above and the covenants, conditions
and terms set forth below, Lessor and Lessee hereby agree as follows:
1. Description of Leased Premises.
1.1 Lessor's Propertv. Lessor is the record owner of certain real property as more
particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the
"Property").
1.2 Leased Premises. The premises are located at 10695 Brockway Road, Truckee,
California 96161 (APN 19-450-54-000) and are situated within the Property as described and depicted in
Exhibit `B" attached hereto and incorporated by this reference (the "Premises").
2. Term. The initial term of this Lease shall be for five (5) years, commencing on July 1,
2016 and ending on June 30, 2021 (the "Initial Term"), with the right of Lessee to extend the Lease for
five (5) additional renewal terms of five (5) years each provided that Lessee is not in breach or default
under this Lease at the time its exercises its right to extend the Lease, with the final lease extension
expiring on June 30, 2046 (each additional extension is referred to as a "Renewal Term"). Each Renewal
Term must be exercised by Lessee by giving notice to Lessor no sooner than 120 days prior to expiration
and no later than 60 days prior to expiration of the then -current term. Such notice shall be deemed given
upon the mailing of such notice to Lessor. The Initial Term and each Renewal Term are collectively
referred to hereinafter as the "Term".
3. Permitted Use. Lessee shall have the right to maintain, operate, modify and repair on
the Premises the communications equipment and facilities described in the description of Lessee's
facilities attached as Exhibit "C" and made a part hereof by this reference (collectively, "Lessee's
Facilities"); provided, however, that Lessee may not materially modify Lessee's Facilities without prior
written consent from Lessor as further described below in Section 7 below. In connection therewith,
Lessee has the right to do all work necessary to prepare and maintain the Premises for Lessee's business
operations and to install and maintain transmission lines connecting the antennas to the transmitters and
receivers and utility connections between the Premises and the nearest appropriate utilities provider in
accordance with the terms of this Lease. All of Lessee's construction, installation, operation,
maintenance and repair work shall be performed at Lessee's sole cost and expense, in a good and
workmanlike manner. This Lease shall not relieve Lessee from the requirement to obtain, at its expense,
any land use permits or other approvals for the operation of Lessee's Facilities at the Property.
4. Government Approvals. If requested by Lessee, Lessor will execute, at Lessee's sole
cost and expense, all documents required by any governmental authority in connection with any
100629303.DOCX 2 } Site Name: West Star Hill 5
Business Unit #: 827189
Attachment 1
development of, or construction on, the Premises, including documents necessary to petition the
appropriate public bodies for certificates, permits, licenses and other approvals deemed necessary by
Lessee in Lessee's absolute discretion to utilize the Premises for the purpose of constructing, maintaining
and operating communications facilities, including without limitation, tower structures, antenna support
structures, cabinets, meter boards, buildings, antennas, cables, equipment and uses incidental thereto.
Lessor agrees to be named applicant if requested by Lessee. Lessor shall be entitled to no further
consideration with respect to any of the foregoing matters.
5. Rent.
5.1 Upon the Initial Term, Lessee shall pay Lessor rent in the amount of One
Thousand Two Hundred and 00/100 dollars ($1,200.00) per month ("Rent"). The Rent shall be paid to
Lessor's address specified in Section 13 below. If this Lease commences other than on the first (1st) day
of the month, the Rent shall be prorated for that first (1st) month for the number of days from the
Effective Date to the end of the month.
5.2 Commencing on June 1, 2017 and on the anniversary of that date each year
thereafter (the "Adjustment Date"), the monthly Rent shall increase based on the Consumer Price Index
published by the Bureau of Labor and Statistics of the United States Department of Labor for all Urban
Consumers, US City Average ("CPI-U") indicator and shall be determined by dividing the CPI-U
indicator, published three (3) months prior to the Adjustment Date, by the CPI-U indicator published one
(1) year and three (3) months prior to the Adjustment Date, and multiplying the resultant number by the
monthly lease rental amount of the most recent Rent ("Regular Rent Escalation").
5.3 If this Lease expires or is terminated at a time other than on the last day of a
month, the Rent shall be prorated as of the date of expiration or termination, and, in the event of
termination for any reason other than nonpayment of the Rent, all prepaid Rent shall be refunded to
Lessee.
5.4 Any payment not received by Lessor within thirty (30) days after the due date
shall accrue a late fee at an interest rate of one percent (1%) per month, beginning with the thirty-first
(31st) day until paid in full, subject to a minimum late fee of Twenty -Five and 00/100 Dollars ($25.00).
Late fees will not be charged on past due balances of Twenty -Five and 00/100 Dollars ($25.00) or less. If
Lessee shall remain in possession of the Premises at the expiration of any Renewal Term without written
consent from Lessor, such tenancy shall be deemed a month -to -month tenancy under the same terms and
conditions of this Lease, except that Lessee shall pay to Lessor monthly Rent (as defined above) equal to
one hundred twenty five percent (125%) of the Rent at the expiration or termination of this Lease,
prorated and paid monthly in advance.
6. Interference, Testing and Signage.
6.1 Interference.
6.1.1 Lessee shall not use, nor shall Lessee permit its subleases, assignees,
employees, representatives, invitees, contractors or agents to use, the Premises or Lessee's Facilities in
any way that materially interferes with the use of any portion of the Property by Lessor, or by other
tenants or licensees of Lessor with rights in any portion of the Property. Such interference shall be
deemed a material breach by Lessee, and Lessee shall have the responsibility to terminate said
interference upon written notice from Lessor. In the event any such interference does not cease promptly,
Lessee acknowledges that continuing interference may cause irreparable injury and, therefore, Lessor may
100629303.DOCX 2 } Site Name: West Star Hill 6
Business Unit #: 827189
Attachment 1
have the right, in addition to any other rights that it may have at law or in equity, to bring a court action to
enjoin such interference or to terminate this Lease upon written notice Lessee.
6.1.2 Lessor shall not use, nor shall Lessor permit its employees,
representatives, invitees, contractors or agents to use, the Property in a way that materially interferes with
the operations of Lessee. Such interference shall be deemed a material breach by Lessor, and Lessor shall
have the responsibility to terminate said interference upon written notice from Lessee. In the event any
such interference does not cease promptly, the Parties acknowledge that continuing interference may
cause irreparable injury to Lessee and, therefore, Lessee may have the right, in addition to any other rights
that it may have at law or in equity, to elect to enjoin such interference or to terminate this Lease, upon
written notice to Lessor.
6.1.3 All operations of Lessee and Lessor shall be lawful and in compliance
with all Federal Communications Commission ("FCC") requirements, where applicable.
6.2 Testing/Signage.
6.2.1 Lessee shall maintain compliance with Federal radio frequency exposure
limit rules, and Lessee shall perform radio frequency exposure testing upon any significant change in the
electronic equipment or antennas on the Premises. All such testing shall be performed by a qualified
radio engineer.
6.2.2 Lessee shall install and maintain permanent identification and warning
signs at Lessee's Facilities, as may be required by law. The identification signs shall provide Lessee's
site identification number and a working local or toll -free telephone number to Lessee's network
operations center.
7. Lessee Improvements, Utilities and Access.
7.1 Lessee Improvements or Modifications.
7.1.1 Lessee shall have the right to conduct "like for like" or substantially
similar replacements, modifications or upgrades of similar weight, size and dimension to Lessee's
Facilities within the Premises at any time during the Term of this Lease without Lessor's prior consent,
except that Lessee shall obtain prior consent from Lessor for any change to expand the ground space of
the Premises, any change that adds additional antenna panels or any change in the overall height of
Lessee's Facilities, which consent shall not be unreasonably withheld, conditioned, or delayed. Prior to
commencing any change to add additional antenna panels or any change in the overall height of Lessee's
Facilities, Lessee shall submit one (1) complete set of engineering plans and specifications of the planned
installation ("Lessee's Plans") to Lessor for Lessor's review and written approval. Lessor shall provide
such approval or provide Lessee with its requests for changes within ten (10) business days of Lessor's
receipt of Lessee's Plans. If Lessor does not provide such approval, request for changes, or request an
extension of time within ten (10) business days, Lessor shall be deemed to have not approved Lessee's
Plans. Lessee maintains the right to perform routine maintenance, repairs, replacements and upgrades
without Lessor's approval so long as such work does not expand the ground space of the Premises
described in Exhibit `B" attached hereto, add additional antenna panels or increase the overall height of
Lessee's Facilities described in Exhibit " C" attached hereto. Lessor hereby consents to and approves the
description of the Premises attached hereto as Exhibit `B" and the Description of Lessee's Facilities
attached hereto as Exhibit "C".
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Attachment 1
7.1.2 Lessee shall cause all construction to occur lien -free, within the Property
and in compliance with all applicable laws and ordinances. If any lien is filed against the Premises or
Property as a result of acts or omissions of Lessee or Lessee's employees, agents or contractors, Lessee
shall discharge the lien or bond the lien off in a manner reasonably satisfactory to Lessor within thirty
(30) days after Lessor receives written notice that the lien has been filed, or as soon thereafter as is
reasonably practical.
7.1.3 Lessee shall, at its sole expense, maintain the Premises and Lessee's
Facilities and all improvements, equipment and other personal property on the Premises in good working
order, condition and repair to Lessor's satisfaction. Lessee shall keep the Premises and Lessee's Facilities
free of rubbish, refuse and other debris and in a neat, clean and safe condition. Graffiti shall be removed
from the Premises within seventy-two (72) hours of Lessee becoming aware of it or receiving notice
thereof, or as soon thereafter as is reasonably practical. Lessee shall maintain painted and finished
surfaces of the Premises to avoid (and if necessary promptly repair) any scaling, chipping or peeling of
paint or other finishes. Lessee must repair damages to the extent caused by Lessee as soon as reasonably
possible after Lessor notifies Lessee of such damage in writing, but in no case shall repairs commence
later than five (5) business days after Lessee's receipt of Lessor's written notice to the extent reasonably
feasible. Lessee agrees to paint the tower on the Premises within twelve (12) months of the full
execution of this Lease.
7.1.4 Upon the termination or expiration of this Lease, Lessee at its expense
shall remove Lessee's Facilities, including footings and foundations to a depth of two feet, and utilities
and wiring installed by Lessee, and then shall restore and return the Premises to Lessor to substantially
the same condition as it was prior to this Lease, reasonable wear and tear excepted. Notwithstanding any
other provision of this Lease, Lessee's obligation to pay the Rent hereunder shall continue until Lessee
has substantially complied with the removal and restoration requirements of this subsection 7.1.4.
7.2 Utilities. As partial consideration for the Rent paid under this Lease, Lessor
hereby grants Lessee a non-exclusive easement in, under and across the Property for ingress, egress,
utilities and access to the Premises adequate to install, maintain and improve utilities at Lessee's expense,
which include, but are not limited to, the installation of power and telco service cable (including fiber),
and to access and service the Premises and Lessee's Facilities at all times during the Term of this Lease
(collectively, the "Easements"). The location of Easements is set forth on the drawings attached as
Exhibit "D". The Easements are non-exclusive, and Lessor retains for itself, its licensees, tenants,
successors and assigns, the right fully to use and enjoy said Easements and any roads or roadways located
thereon. The Easements shall have the same Term as this Lease. Lessee shall pay when due all charges
for utilities serving the Premises during the Term of this Lease. Lessee may arrange for the installation of
a separate meter and main breaker. Lessor may, at its option, provide utility power or communications at
the Property at the request of Lessee.
7.3 Access. During the Term of this Lease, Lessee's authorized employees,
representatives, tenants, licensees, invitees, contractors or agents shall have 24-hours-a-day, 7-days-a-
week access to and from the Property and Premises as more particularly described and depicted in Exhibit
"D" attached hereto and incorporated by this reference. Lessee may park vehicles on the Property and
Premises when Lessee's employees, agents, contractors, sublessees, licensees and their employees, agents
and contractors are servicing the facility. Lessor may adjust the access route between the Premises and
the nearest public roadway from time to time, if necessary for Lessor's use of the Property and upon sixty
(60) days written notice to Lessee. Lessee must provide Lessor with at least twenty-four (24) hours
written notice ahead of any routine maintenance work.
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Attachment 1
7.4 Inspection. Lessor shall have the right to inspect the Premises to determine
compliance with the terms of this Lease, provided that reasonable prior written notice is provided to
Lessee to allow for an agreement on the date and time of the inspection. In the event of emergency,
where Lessor cannot reasonably comply with the foregoing notice requirement, Lessor shall have the
right to access the Premises and Lessor shall, within forty-eight (48) hours following actual notice of
emergency access, inform Lessee of (i) the date and time of emergency access and (ii) the nature of the
event requiring emergency access. Nothing in this section prevents Landlord from visually inspecting the
Premises from its Property without prior written notice or agreement on the date and time of an
inspection.
8. Default and Termination.
8.1 Notice of Default; Cure Period. In the event that there is a default by Lessor or
Lessee (the "Defaulting Party") with respect to any of the provisions of this Lease or Lessor's or Lessee's
obligations under this Lease, the other party (the "Non Defaulting Party") shall give the Defaulting Party
written notice of such default. After receipt of such written notice, the Defaulting Party shall have thirty
(30) days in which to cure any monetary default and sixty (60) days in which to cure any non -monetary
default. The Defaulting Party shall have such extended periods as may be required beyond the sixty (60)
day cure period to cure any non -monetary default if the nature of the cure is such that it reasonably
requires more than sixty (60) days to cure, and the Defaulting Party commences the cure within the sixty
(60) day period and thereafter continuously and diligently pursues the cure to completion. The Non -
Defaulting Party may not maintain any action or effect any remedies for default against the Defaulting
Party unless and until the Defaulting Party has failed to cure the same within the time periods provided in
this Section.
8.2 Early Termination by Lessee. Notwithstanding anything contained herein to the
contrary and without waiving any other rights granted to it at law or in equity, this Lease may be
terminated on written notice pursuant to Section 13 hereof, (i) immediately if Lessee notifies Lessor of
unacceptable results of any title report, environmental survey or soil tests prior to Lessee's installation of
any of Lessee's Facilities on the Premises, or if Lessee is unable to obtain, maintain, or otherwise forfeits
or cancels any license (including without limitation an FCC license), permit or other governmental
approval necessary to the installation and/or operation of Lessee's Facilities or Lessee's business; or (ii)
upon one hundred eighty (180) days written notice by Lessee if Lessee determines that the Property,
Premises or Lessee's Facilities are not appropriate for its economic, environmental or engineering
requirements or specifications; or (iii) immediately upon written notice if the Premises or Lessee's
Facilities are destroyed or damaged so as in Lessee's reasonable judgment to substantially and adversely
affect the effective use of Lessee's Facilities. In such event, Lessee shall remove its personal property
from the Property and restore the Property pursuant to subsection 7.1.4 herein.
8.3 Early Termination by Lessor. Notwithstanding anything contained herein to the
contrary and without waiving any other rights granted to it at law or in equity, this Lease may be
terminated on written notice pursuant to Section 13 hereof if (i) Lessee fails to cure any monetary breach
of this Lease within thirty (30) days after Lessee receives written notice of such breach; or (ii) Lessee fails
to cure any non -monetary breach of this Lease within sixty (60) days after Lessee receives written notice
of such breach or if Lessee fails to cure any non -monetary breach within any such additional cure period
as provided for in Section 8.1 herein. Upon Lessor's termination of this Lease, Lessee shall remove its
personal property from the Property pursuant to Section 7.1.4 herein.
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Business Unit #: 827189
Attachment 1
9. Casualty and Condemnation.
9.1 Casualty. In case of damage to the Property or Premises by fire or other material
casualty caused by Lessor, Lessor shall, at its expense, cause the damage to be repaired to a condition as
nearly as practicable to that existing prior to the damage with reasonable speed and diligence, and Lessee
may immediately erect on the Property or a portion of the Property temporary facilities and equipment at a
mutually agreeable location on the Property while Lessor makes repairs to the Property and Premises and
until such time as Lessee can reinstall its equipment and re-establish on -air operations at the original
Lessee's Facilities, and so long as the temporary facilities and equipment and associated work do not
interfere with Lessor's own restoration. If no mutually agreeable location can be found, then either party
may terminate this Lease, with such termination being treated as the natural expiration of this Lease. If
Lessee or any of its sublessees or licensees cannot operate their equipment and facilities in a manner
satisfactory to Lessee or its sublessees or licensees, or if the Premises are not tenantable for any reason, the
Rent under this Lease shall be abated from the date of the occurrence of such damage or destruction until the
Premises can again be used for Lessee's intended purposes; provided, however, that Rent shall continue
upon Lessee's installation of temporary facilities and equipment on the Property. Notwithstanding the
foregoing, Lessor shall not be required to repair any damage to Lessee's Facilities and the Premises. Lessee
shall bear the full cost and expense of repairing and restoring any damage to Lessee's Facilities and the
Premises to the extent caused by the acts or omissions of Lessee. In the event the damage is so extensive
that Lessor decides, in its reasonable discretion, not to repair or rebuild the Property, or if the casualty is not
of a type insured against under standard fire policies with extended type coverage, this Lease shall be
terminated as of the date of such casualty, and the Rent (taking into account any abatement as aforesaid)
shall be adjusted to the termination date and Lessee shall thereupon promptly vacate the Premises.
9.2 Eminent Domain. If Lessor receives notice of a proposed taking by eminent
domain of any part of the Premises or the Easements, Lessor will notify Lessee of the proposed taking
within five (5) days of receiving said notice and Lessee will have the option to: (i) declare this Agreement
null and void and thereafter neither party will have any liability or obligation hereunder; or (ii) remain in
possession of that portion of the Premises and Easements that will not be taken, in which event there shall be
an equitable adjustment in rent on account of the portion of the Premises and Easements so taken. With
either option Lessee shall have the right to contest the taking and directly pursue an award.
10. Real Estate Taxes. Lessee shall pay any tax or fee that is directly attributable to the
leasehold estate, presence or installation of Lessee's Facilities only for so long as Lessee's Facilities, or
any part thereof that Lessee must remove pursuant to Section 7.1.4, remains on the Property. Lessor
hereby grants to Lessee the right (with written notice to Lessor complying with Section 13 below) to
challenge, whether in a court, administrative proceeding, or other venue, on behalf of Lessor and/or
Lessee, any personal property tax, real property tax or other fee or assessment that may affect Lessee, and
Lessor shall not be required to join in any such effort. If Lessor receives notice of any tax, fee, or
assessment against Lessor, which may affect Lessee and is directly or indirectly attributable to Lessee's
installation, Lessor shall provide timely notice of the assessment to Lessee sufficient to allow Lessee to
consent to or challenge such assessment. Such notice must comply with Section 13 below.
11. Insurance, Subrogation and Indemnification.
11.1 Insurance.
11.1.1 Lessee shall, at Lessee's sole cost and expense, provide and continue in
force during the Term of this Lease, commercial general liability insurance in an aggregate amount of
Five Million and no/100 Dollars ($5,000,000), with a minimum combined single limit or each occurrence
of One Million and 00/100 Dollars ($1,000,000); "All Risk" property insurance for its property
100629303.DOCX 2 } Site Name: West Star Hill 10
Business Unit #: 827189
Attachment 1
replacement costs; and Statutory Worker's Compensation Insurance as required by law; a minimum of
One Million and 00/100 dollars ($1,000,000) Employer's Liability; and Automobile liability insurance
covering all owned, hired, and non -owned vehicles in use by Lessee and its employees with personal
injury protection insurance and property protection insurance to comply with the provisions of state law
with minimum limits of Two Million Dollars ($2,000,000) as the combined single limit for each
occurrence for bodily injury and property damage. Lessor shall be provided with a certificate of
insurance following the full execution of this Lease and subsequently. Lessee may satisfy this
requirement by obtaining the appropriate endorsement to any master policy of liability insurance Lessee
may maintain. The commercial general liability, Workers' Compensation/Employer's Liability, and
Automobile Liability insurance policies required under this Section shall require a thirty (30) day prior
written notice to Lessor upon any cancellation, except for non-payment of premium of such policies. All
insurance policies may be written with commercially reasonable deductibles. The required limits may be
may by a combination of primary and excess or umbrella insurance.
11.1.2 The commercial general liability, automobile liability, and umbrella or
excess policies required to be maintained by Lessee under subsection 11.1 shall name Lessor and any
subsidiary entities of Lessor, now existing or hereafter created, and their respective officers, boards,
commissions, trustees, employees, and agents as additional insureds. Copies of the additional insured
endorsements shall be provided to Lessor immediately following full execution of this Lease and
subsequently thereto as necessary so that the District has copies of all endorsements in effect.
11.1.3 All insurance shall be effected under valid and enforceable policies,
insured by insurers licensed to do business by the State of California or (if allowed by the laws of the
State of California) surplus line carriers on the State of California Insurance Commissioner's (or the
functional equivalent thereof) approved list of companies qualified to do business in the State of
California. All insurance carriers and surplus line carriers shall be rated A or better by A.M. Best
Company.
11.1.4 Upon the commencement of each Renewal Term, Lessor retains the right
at any time to review the coverage, form and amount of insurance required in this Lease. If Lessor
determines that the insurance provisions set forth herein do not provide adequate protection, it may
require Lessee to obtain additional insurance. Lessor's determination that additional insurance coverage
is required shall be limited to only what is reasonably necessary to protect against risks actually posed by
operation of the Premises under the terms of this Lease.
11.2 Indemnity. Each party shall indemnify and defend the other party against, and
hold the other party harmless from, any claim of liability or loss from personal injury or property damage
arising from the use and occupancy of the Premises or the Property by such indemnifying party, its
employees, contractors, servants or agents, except to the extent such claims are caused by the intentional
misconduct or negligent acts or omissions of the other party, its employees, contractors, servants or
agents.
11.3. Subro ag tion. The parties hereby waive any and all rights of action for negligence
against the other on account of damage to the Property, Premises or Easements resulting from any fire or
other casualty of the kind covered by property insurance policies with extended coverage, regardless of
whether or not, or in what amount, such insurance is carried by the parties. All policies of property
insurance carried by either party for Property, Premises or Easements shall include a clause or
endorsement denying to the insurer rights by way of subrogation against the other party to the extent
rights have been waived by the insured before the occurrence of injury or loss.
100629303.DOCX 2 } Site Name: West Star Hill 1 1
Business Unit #: 827189
Attachment 1
12. Hazardous Substances Prohibited.
12.1 Lessee's Obligation and Indemnity. Lessee shall not (either with or without
negligence) cause or permit the escape, disposal or release of any Hazardous Material on or from the
Premises in any manner prohibited by law. Lessee shall indemnify and hold Lessor harmless from any
and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including any and all sums
paid for settlement of claims, reasonable attorneys' fees, and consultants' and experts' fees) from the
release of any Hazardous Material on the Premises if caused by Lessee or persons acting under Lessee.
12.2 The indemnification of this Section specifically include reasonable costs,
expenses and fees incurred in connection with any investigation by a public agency of Property conditions
or any clean-up, remediation, removal or restoration work required by any governmental authority.
Notwithstanding any other provision herein, the provisions of this Section will survive the expiration or
termination of this Lease.
12.3 The term "Hazardous Material" means any substance which is (i) designated,
defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant
or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted,
(ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products,
(iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials, or
(viii) radioactive materials. `Environmental Law(s)" means the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control
Act, 15 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et
seq., and the Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or
amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local
law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal,
presence, clean-up, transportation or release or threatened release into the environment of Hazardous
Material.
13. Notices.
13.1 All notices, requests, demands and other communications shall be in writing and
are effective three (3) days after deposit in the U.S. mail, certified and postage paid, or upon receipt if
personally delivered or sent by next -business -day delivery via a nationally recognized overnight courier
to the addresses set forth below. Lessor or Lessee may from time to time designate any other address for
this purpose by providing written notice to the other Party.
If to Lessor: Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, California 96161
If to Lessee: CCTMO LLC
c/o Crown Castle USA Inc.
Attn: Legal Department
2000 Corporate Drive
Canonsburg, PA 15317
14. Assignment and Subleasing.
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Business Unit #: 827189
Attachment 1
14.1 Assi ngent.
(a) Upon prior written notice to Lessor, Lessee may assign this Lease in its entirety,
with all the rights and obligations specified herein, without the prior consent of
Lessor upon submission of documentation reasonably verifying Affiliate status,
(i) to any person or business entity which is an Affiliate of Lessee as defined
herein; For purposes of this subparagraph, "Affiliate" shall only mean:
(i) a corporation which own fifty percent (50%) or more of the outstanding
common stock of Lessee, or
(ii) a corporation which has fifty percent (50%) or more of its common stock
owned by Lessee, or
(iii) a partnership which owns fifty percent (50%) or more of the common stock
of Lessee, or a partnership which has fifty percent (50%) or more of its interest in
partnership profits owned by Lessee, or
(iv) an entity which purchases all or substantially all of the assets of Lessee, or
(v) an entity which is the surviving entity in a merger with the Lessee, acquisition
or other business reorganization pursuant to state corporation or partnership law.
No assignment of this Lease or of the right to manage the Property by Lessee in whole or in part shall be
valid without the Lessor's prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed. No assignment permitted by Lessor shall be a novation unless expressly
approved in writing by Lessor, which approval shall not be unreasonably withheld, conditioned or
delayed.
14.2 Subleasing & Sharing of Sublease Revenue. Lessee shall have the right upon
written notice to Lessor, to sublease or license use of the Premises and Easements. If, after full execution
of this Lease, Lessee enters into any future sublease or license with a unaffiliated Broadband Tenant not
already a subtenant on the Premises (each a "Future Broadband Sublease"), Lessee agrees to pay to
Lessor fifty percent (50%) of the rental, license or similar payments actually received by Lessee from
such Future Broadband Sublease (excluding any reimbursement of taxes, construction costs, installation
costs, revenue share reimbursement or other expenses incurred by Lessee) ("Future Broadband Sublease
Fee") within thirty (30) days after receipt of said payments by Lessee. If Lessee enters into a Future
Broadband Sublease, Lessor may submit a written request to Lessee once per calendar year for a business
summary report pertaining to Lessee's rent obligations for the prior twelve (12) month period, and Lessee
shall provide such written accounting to Lessor within sixty (60) days after Lessee's receipt of such
written request. If any Future Broadband Sublease expires or terminates for any reason, Lessee shall no
longer be obligated to pay a Future Broadband Sublease Fee for such Future Broadband Sublease. Lessee
shall have no obligation for payment to Lessor of a Future Broadband Sublease Fee if not actually
received by Lessee. Non-payment of such rental, license or other similar payment by a sublessee,
licensee or other occupant shall not be a default under this Lease. Lessee shall have sole discretion as to
whether, and on what terms (provided such terms do not exceed Lessee's authority under or violate the
terms of this Lease) , to sublease, license or otherwise allow occupancy of the Premises and there shall be
no express or implied obligation of Lessee to do so. Lessor shall not be entitled to a Future Broadband
Sublease Fee for the existing users of the Premises (T-Mobile). Notwithstanding anything in this
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Attachment 1
subsection to the contrary, Lessor shall not be entitled to a Future Broadband Sublease Fee for any
sublease or license to any subtenant of Lessee or any successors and/or assignees of such subtenant who
commenced use of the Premises or executed a sublease or license prior to the effective date of this Lease.
As used herein, "Broadband Tenant" shall mean any subtenant which is a Commercial Mobile Radio
Service ("CMRS") provider (as defined in 47 C.F.R. §20.3) engaged primarily in the business of
providing wireless telephony services to its customers.
15. Relocation.
15.1 Lessor shall have the one-time right to require the relocation of Lessee's
equipment, or any part thereof, to an alternate ground location provided that (i) the relocation shall be
performed exclusively by Lessee or its agents during the Relocation Period, as defined below, (ii) the
relocation shall not result in any interruption of the communications services provided by Lessee to its
customers, including, but not limited to, Lessee's continuous access, maintenance and operation of
Lessee's equipment, until such time that all tenants, subtenants and sub -licensees that have been permitted
by this Lease are successfully relocated, and (iii) the relocation shall not impair, or in any manner alter,
the quality of communications services provided by Lessee to its customers on and from the Relocation
Site as defined below.
15.2 To exercise the relocation rights, Lessor shall provide written notice to Lessee
not less than twelve (12) months prior to the relocation date and shall propose an alternate site to which
Lessee may relocate Lessee's equipment ("Alternate Site Location"). Lessee shall have sixty (60) days
from the date of the notice to evaluate the Alternate Site Location, including, but not limited to,
conducting tests to determine the technological feasibility of the Alternate Site Location and obtaining
written approval of all wireless telecommunications providers on the Premises that have been permitted
by this Lease. If Lessee fails to approve the Alternate Site Location in writing within said sixty (60) day
period, Lessee will be deemed to have not approved such Alternate Site Location. If Lessee does not
approve such Alternate Site Location, Lessor may then propose another Alternate Site Location by
providing notice to Lessee in the manner set forth above. Upon Lessee's approval of any proposed
Alternate Site Location, both parties will enter into a written agreement concerning the relocation of
Lessee's equipment ("Relocation Agreement") to the Alternate Site Location ("Relocation Site"). Lessor
shall undertake reasonable efforts to provide an Alternate Site Location acceptable to Lessee. If no
Alternate Site Location is available or if Lessee does not approve an Alternate Site Location, Lessor may,
upon twelve (12) months' written notice, terminate the Lease in accordance with the notice requirements
set forth in the Lease.
15.3 Upon relocation of Lessee's equipment, all references to the Premises in this
Lease shall be deemed to refer to the Relocation Site (including any access and utility easements). The
Relocation Site shall be surveyed by a licensed surveyor at the sole cost of Lessee, in which event such
survey shall replace and supersede the description of the Premises under this Lease. Unless otherwise
provided in the Relocation Agreement or any other written agreement of the Parties, the relocation of
Lessee's equipment shall not affect, alter, modify or otherwise change any of the terms and conditions of
this Lease.
15.4. The "Relocation Period" shall mean that period of time commencing on the date
Lessee has received all required permits and approvals for the Relocation Site and ending ninety (90) days
thereafter. The relocation of Lessee's equipment to the Relocation Site shall be substantially completed
within the Relocation Period, to the extent reasonable feasible.
15.5. Lessor shall be responsible for one hundred percent (100%) of the cost of
relocation. Lessor shall have the option to pay its one hundred percent (100%) share of the relocation
100629303.DOCX 2 } Site Name: West Star Hill 14
Business Unit #: 827189
Attachment 1
cost to Lessee either in the form of a cash payment or in the form of Rent abatement as may be applicable.
16. Ouiet Enioyment, Title and Authority. Lessor covenants and warrants to Lessee that
(i) Lessor has full right, power and authority to execute this Lease; (ii) it has title to the Property free and
clear of any liens or mortgages, except those disclosed to Lessee, of record, or which will not interfere
with Lessee's rights to or use of the Premises; and (iii) execution and performance of this Lease will not
violate any laws, ordinances, covenants, or the provisions of any mortgage, lease, or other agreement
binding on Lessor. Lessor covenants that at all times during the term of this Lease, Lessee's quiet
enjoyment of the Premises or any part thereof shall not be disturbed as long as Lessee is not in default
beyond any applicable grace or cure period.
17. Liens. Throughout the Term, Lessee shall keep the entire Premises free and clear from
all liens and encumbrances. Lessee shall at all times promptly and fully pay and discharge any and all
claims on which any such liens or encumbrances may or could be based, and shall indemnify Lessor
against all such liens or encumbrances, claims of liens or encumbrances, and suits or other procedures that
pertain thereto. Notwithstanding anything to the contrary in this Lease, Lessee shall not have the right to
execute or sign any document, instrument, or agreement, or to record or cause to be recorded any lien,
encumbrance, or obligation that burdens the Property or Premises without prior written consent from
Lessor, which Lessor may withhold for any or no reason. Lessor retains the right to enter the Premises
and post notices of non -responsibility for any work or materials ordered.
18. Lessor's Waiver. Lessor hereby waives and releases any and all liens, whether statutory
or under common law, with respect to any of Lessee's Property now or hereafter located on the Premises.
19. Right of First Refusal: If Lessor receives an offer from any person or entity, other than
a governmental entity, that owns towers or other wireless telecommunications facilities (or is in the
business of acquiring Lessor's interest in the Lease) to purchase fee title, an easement, a lease, a license,
or any other interest in the Property, or Lessor's interest in the Lease, or an option for any of the
foregoing, Lessor shall provide written notice to Lessee of said offer, and Lessee shall have a right of first
refusal to acquire such interest on the same terms and conditions in the offer, excluding any terms or
conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to defeat or
undermine Lessee's possessory or economic interest in the Property. If Lessor's notice covers portions of
Lessor's parent parcel beyond the Property, Lessee may elect to acquire an interest in only the Property,
and the consideration shall be pro -rated on an acreage basis. Lessor's notice shall include the prospective
buyer's name, the purchase price and/or other consideration being offered, the other terms and conditions
of the offer, the due diligence period, the proposed closing date and, if a portion of Lessor's parent parcel
is to be sold, leased or otherwise conveyed, a description of said portion. If the Lessor's notice shall
provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be
extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier
than fifteen days thereafter. If Lessee does not exercise its right of first refusal by written notice to Lessor
given within thirty (30) days, Lessor may convey the property as described in the Lessor's notice. If
Lessee declines to exercise its right of first refusal, then the Lease shall continue in full force and effect
and Lessee's right of first refusal shall survive any such conveyance. Lessee shall have the right, at its
sole discretion, to assign the right of first refusal to any person or entity, either separate from an
assignment of the Lease or as part of an assignment of the Lease. Such assignment may occur either prior
to or after Lessee's receipt of Lessor's notice and the assignment shall be effective upon written notice to
Lessor.
20. Mortgages. This Lease, Lessee's leasehold interest and the Easements shall be
subordinate to any mortgage given by Lessor which currently encumbers the Premises, provided that any
mortgagee shall recognize the validity of this Lease in the event of foreclosure. In the event that the
100629303.DOCX 2 } Site Name: West Star Hill 15
Business Unit #: 827189
Attachment 1
Premises is or shall be encumbered by such a mortgage, Lessor shall obtain and furnish to Lessee a non -
disturbance agreement for each such mortgage, in recordable form. If Lessor fails to provide any non -
disturbance agreement Lessee, may withhold and accrue, without interest, the Rent until such time as
Lessee receives all such documentation.
21. Dispute Resolution.
20.1 Except as otherwise provided in this Lease and excepting claims for injunctive or
declaratory relief or other provisional or equitable provisional relief, any controversy between Lessor and
Lessee arising out of this Lease or breach thereof, is subject to the mediation process described below.
20.2 A meeting will be held promptly between Lessor and Lessee to attempt in good
faith negotiation of a resolution of the dispute. Individuals with decision making authority (or, in the case
of a Lessor which is a public body, the authority to recommend decisions to Lessor's board or legislative
body) will attend the meeting regarding the dispute. If within twenty (20) days after such meeting the
parties have not succeeded in resolving the dispute (subject to approval by Lessor's board or legislative
body), they will, within twenty (20) days thereafter submit the dispute to a mutually acceptable third parry
mediator who is acquainted with dispute resolution methods. In the event the parties are unable to
appoint a mutually acceptable mediator, they shall jointly make application to a court with appropriate
jurisdiction in the County of Nevada, California, requesting that the court appoint a mediator. Lessor and
Lessee will participate in good faith in the mediation and in the mediation process. The mediation shall
be non -binding.
20.3 The costs of mediation, including any mediator's fees, and costs for the use of the
facilities during the meetings, shall be borne equally by Lessor and Lessee. Each party's costs and
expenses will be borne by the party incurring them.
20.4 If the dispute is not resolved by mediation, then either party may initiate
litigation.
21. Removal of Obstructions. Lessee has the right to remove obstructions from Lessor's
Property, including but not limited to vegetation, which may encroach upon, interfere with or present a
hazard to Lessee's use of the Premises or the Easements. Lessee shall dispose of any materials removed.
Lessee shall seek prior written consent from Lessor, which consent shall be unreasonably withheld,
conditioned or delayed, and shall provide documentation of any required permits before engaging in any
such removal that may require approval of any governmental agency.
22. Sale of Property. If Lessor sells all or part of Lessor's Property, of which the Premises
is a part then such sale shall be under and subject to this Lease.
23. Limitation of Damages. In no event shall either party be liable to the other party for
consequential, indirect, speculative or punitive damages in connection with or arising from this Lease, or
the use of the Premises or Easements.
24. Miscellaneous.
24.1 Recordation. Lessor acknowledges that a memorandum of this Lease in the form
of Exhibit "E" attached hereto and made a part hereof, may be recorded by Lessee, at its sole cost and
expense, in the official records of the County of Nevada. Lessor agrees to promptly execute such
memorandum at the request of Lessee.
100629303.DOCX 2 1 Site Name: West Star Hill 16
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Attachment 1
24.2 Entire Agreement. This Lease, including the recitals, constitutes the entire
agreement and understanding between the Parties, and supersedes all offers, negotiations and other
agreements concerning the subject matter contained herein. Any amendments to this Lease must be in
writing and executed by both Parties.
24.3 Captions. The captions preceding the Sections of this Lease are intended only for
convenience of reference and in no way define, limit or describe the scope of this Agreement or the intent
of any provision hereof.
24.4 Construction of Document. Lessor and Lessee acknowledge that this document
shall not be construed in favor of or against the drafter by virtue of said party being the drafter and that
this Lease shall not be construed as a binding offer until signed by Lessee.
24.5 Waiver. All rights and obligations created under this Lease shall survive any
attempt, other than through a valid amendment to remove or modify them. No action or failure to act by
either Party, other than the execution of a valid written amendment, may waive any right or obligation to
subsequently act, refrain from acting, or command the action or inaction of the other Party, as applicable,
as provided within this Lease.
24.6. Partial Invalidity. If any term of this Lease is found to be void or invalid, then
such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and
effect.
24.7. Authority. Each Party to this Lease represents, warrants and acknowledges that it
has all power and authority to execute and deliver this Lease.
24.8 Successors and Assigns. This Lease and the easements granted herein shall run
with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors,
personal representatives and assigns.
24.9 Governing LawNenue. This Lease shall be governed by the laws of the State of
California, and venue for any action or claim arising out of or connected with this Lease shall reside
exclusively in the County of Nevada.
24.10 Attorneys' Fees. If any action is brought by any party to this Lease in respect of
its rights under this Lease, the prevailing party shall be entitled to reasonable attorneys' fees and court
costs as determined by the court.
24.11. Survival. All obligations of the Parties hereunder not fully performed as of the
completion or termination of this Lease shall survive such completion or termination, including without
limitation, Lessee's payment obligations and obligations concerning the condition of the Premises.
24.12 Force Majeure. Whenever a day or a period of time is appointed to do or
complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a
period of time equal to the number of days on or during which such Party is prevented from or is
unreasonably interfered with, the doing or completion of such act, matter or thing because of labor
disputes, civil commotion, war, warlike operation, sabotage, governmental regulations or control, fire or
other casualty inability to obtain any materials or to obtain electricity or energy, weather or other acts of
God, or other causes beyond such Party's reasonable control (financial inability excepted); provided,
however, that except as expressly set forth herein, this subsection shall not excuse Lessee from the
payment of Rent and any other such monies due to Lessor as required hereunder.
100629303.DOCX 2 } Site Name: West Star Hill 17
Business Unit #: 827189
Attachment 1
24.13 Exhibits. All exhibits referenced in this Lease and attached hereto are made a
part hereof and reincorporated herein by reference. In the event of a conflict between the terms and
conditions of this Lease and those of any exhibits attached hereto, the words of this Lease shall prevail.
All exhibits attached hereto shall be initialed by authorized persons acting on behalf each Party.
24.14 IRS Form W-9. Lessor agrees to provide Lessee with a completed IRS Form W-
9, or its equivalent, upon execution of this Lease and at such other times as may be reasonably requested
by Lessee. In the event the Property is transferred, the succeeding Lessor shall have a duty at the time of
such transfer to provide Lessee with a completed IRS Form W-9, or its equivalent, and other related paper
work to effect a transfer in the rent to the new Lessor. Lessor's failure to provide the IRS Form W-9
within thirty (30) days after Lessee's request shall be considered a default and Lessee may take any
reasonable action necessary to comply with IRS regulations including, but not limited to, withholding
applicable taxes from the Rent.
[Lessor and Lessee execution pages to follow]
100629303.DOCX 2 } Site Name: West Star Hill 18
Business Unit #: 827189
Attachment 1
LESSOR:
TRUCKEE DONNER PUBLIC UTILITY
DISTRICT,
a California special district,
Print Name:
Title:
Dated:
LESSEE:
T-MOBILE WEST TOWER LLC, a Delaware
limited liability company,
By: CCTMO LLC,
a Delaware limited liability company
Its: Attorney in Fact
By:
Print Name:
Title:
Dated:
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Business Unit #: 827189
Attachment 1
EXHIBIT A
Description of Property
ALL OF THE LAND LYING SOUTH OF THE TRUCKEE RIVER IN THE NORTHWEST QUARTER
OF THE NORTHWEST QUARTER AND THE SOUTH HALF OF THE NORTHEAST QUARTER OF
THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST,
M.D.M.
EXCEPTING THEREFROM, ALL OF THE FOLLOWING DESCRIBED PROPERTY LOCATED IN
SECTION 14 TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.B.&M.; A) NORTH ONE-HALF OF
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER; B) NORTH HALF OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF THE NORTHWEST QUARTER; C) NORTH HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
THE NORTHWEST QUARTER; D) NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF THE SOUTHEAST QUARTER FO THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER; E) NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST
QUARTER OF THE NORTHWEST QUARTER; F) EAST HALF OF THE NORTHWEST QUARTER
FO THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER; G) ALL THAT PART OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER FO THE NORTHWEST QUARTER LYING SOUTH OF THE TRUCKEE RIVER.
ALSO EXCEPTING THEREFROM A PORTION OF THE NORTHWEST ONE -QUARTER OF
SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., NEVADA COUNTY,
CALIFORNIA, FURTHER DESCRIBED AS FOLLOWS:
BEGINNING AT THE WEST ONE -QUARTER CORNER OF SECTION 14, TOWNSHIP 17 NORTH,
RANGE 16 EAST, M.D.M, SAID CORNER BEING THE SOUTHWEST CORNER OF THE HEREIN
DESCRIBED PARCEL; THENCE ALONG THE SOUTH LINE OF THE NORTHWEST ONE -
QUARTER OF SAID SECTION 14, NORTH 88° 04' 30" EAST 952.22 FEET; THENCE LEAVING
SAID LINE, NORTH 01° 55' 30" WEST 407.66 FEET; THENCE NORTH 20' 39' 00" WEST 237.50
FEET; THENCE NORTH 02' 31' 00" WEST 843.98 FEET TO THE SOUTHERLY RIGHT OF WAY
LINE OF THE TRUCKEE-BROCKWAY ROAD, 60 FEET IN WIDTH, ROUTE III-NEV-1245;
THENCE ALONG SAID SOUTHERLY LINE, NORTH 89° 59' 00" WEST 811.56 FEET TO THE
WEST LINE OF THE NORTHWEST ONE -QUARTER OF SECTION 14; THENCE ALONG SAID
WEST LINE, SOUTH 0° 13' 35" WEST 1,505.05 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM A PORTION OF THE NORTH ONE-HALF OF SECTION 14,
TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., FURTHER DESCRIBED AS FOLLOWS:
BEGINNING AT THE ONE -QUARTER CORNER ON THE EAST LINE OF SECTION 14,
TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M, THENCE FROM THE POINT OF BEGINNING
ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER OF SAID SECTION 14,
SOUTH 880 04' 26" WEST 1,183.73 FEET TO ITS INTERSECTION WITH THE NORTHEASTERLY
LINE OF THE COUNTY ROAD FROM BROCKWAY TO TRUCKEE; THENCE ALONG THE
NORTHEASTERLY LINE OF THE ROAD, NORTH 58° 29' 00" WEST 1,713.22 FEET; THENCE
LEAVING THE ROAD, NORTH 20° 31' 40" WEST 471.52 FEET; THENCE NORTH 31° 31' 00"
EAST 110.00 FEET; THENCE SOUTH 0° 39' 43" WEST 36.35 FEET TO THE NORTHWEST
CORNER OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE -QUARTER OF SECTION 14;
THENCE ALONG THE NORTH LINE OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE-
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Attachment 1
QUARTER NORTH 89° 17' 33" EAST 2,640.11 FEET TO THE NORTHEAST CORNER OF THE
SOUTH ONE-HALF OF THE NORTHEAST ONE -QUARTER; THENCE ALONG THE EAST LINE
OF THE NORTHEAST ONE -QUARTER SOUTH 0° 03' 25" WEST 1,317.76 FEET TO THE POINT
OF BEGINNING.
ALSO EXCEPTING THEREFROM ALL THAT PORTION OF THE NORTHWEST QUARTER OF
THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST,
M.D.M., DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT FROM WHICH THE NORTH 1/4 CORNER OF SAID SECTION 14
BEARS THE FOLLOWING FOUR SUCCESSIVE COURSES AND DISTANCES: NORTH 89° 25' 45"
EAST 163.75 FEET, NORTH 89° 25' 50" EAST 327.50 FEET, NORTH 89° 25' 30" EAST 654.99 FEET
AND NORTH 280 57' 06" EAST 1,381.78 FEET; THENCE FROM SAID POINT OF BEGINNING,
SOUTH 00 21' 40" WEST 52.05 FEET TO A POINT ON THE NORTHERLY LINE OF THE
TRUCKEE-BROCKWAY ROAD, ROUTE F.A.S. III NEV 1245; THENCE ALONG THE
NORTHERLY LINE THEREOF, WESTERLY 818.50 FEET TO A POINT ON THE WEST LINE OF
SAID SECTION 14; THENCE NORTH 0° 13' 35" EAST 120.00 FEET LONG SAID WEST LINE TO
THE SOUTHERLY CORNER OF PARCEL NO. 1 OF THAT CERTAIN LEASE DATED DECEMBER
1, 1966, RECORDED JANUARY 12, 1967, IN BOOK 414 OF OFFICIAL RECORDS, AT PAGE 107,
NEVADA COUNTY RECORDS, EXECUTED BY TRUCKEE-DONNER PUBLIC UTILITIES
DISTRICT TO TRUCKEE-DONNER PARK AND RECREATION DISTRICT; THENCE ALONG THE
SOUTHERLY LINE OF SAID PARCEL NO. 1, NORTH 76° 36' 35" EAST 846.66 FEET; THENCE
SOUTH 00 21' 30" WEST 101.44 FEET; THENCE SOUTH 00 21' 40" WEST 176.51 FEET TO THE
POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL 2, AS SHOWN
UPON THE PARCEL MAP FOR TRUCKEE DONNER PUBLIC UTILITY DISTRICT, BEING A
PORTION OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., FILED IN THE
OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF NEVADA ON OCTOBER 23, 1973,
IN BOOK 6 OF PARCEL MAPS, AT PAGE 37.
ALSO EXCEPTING THEREFROM ALL THAT PORTION LYING WESTERLY OF THE LANDS
DESCRIBED IN THE DEED EXECUTED BY MCGLASHAN WATER COMPANY RECORDED
NOVEMBER 10, 1941, BOOK 74, OFFICIAL RECORDS, PAGE 198, AND NORTHERLY OF THE
LANDS DESCRIBED IN DEED EXECUTED BY TRUCKEE-DONNER PUBLIC UTILITY
DISTRICT RECORDED APRIL 1, 1970, BOOK 507, OFFICIAL RECORDS, PAGE 687.
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Business Unit #: 827189
Attachment 1
EXHIBIT B
Description of Premises
TOWER LEASE AREA LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B.&M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 40046'43" WEST, 1621.96 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 03058'00" WEST, 8.00 FEET; THENCE NORTH 80°02'00" WEST, 8.00 FEET; THENCE
NORTH 03058'00" EAST, 8.00 FEET; THENCE SOUTH 86°02'00" EAST, 8.00 FEET TO THE POINT
OF BEGINNING.
CONTAINING 64 SQUARE FEET OR 0.0015 ACRES MORE OR LESS.
EQUIPMENT LEASE AREA LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B.&M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 43003'43" WEST, 1674.36 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 59057'09" EAST, 23.77 FEET; THENCE SOUTH 30'01'07" WEST, 6.62 FEET; THENCE
NORTH 59057'09" WEST, 23.77 FEET; THENCE NORTH 30'01'07" EAST, 6.62 FEET TO THE
POINT OF BEGINNING.
CONTAINING 157.36 SQUARE FEET OR 0.0036 ACRES MORE OR LESS.
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Attachment 1
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00629303.DOCX 2 }Site Name: West Star Hill 23
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Attachment 1
EXHIBIT C
Description of Facilities — Equipment List
Tower Mounted Equipment
(3) Panel Antennas
(6) TMA's
Associated cables/coax
Ground Mounted Equipment
GPS Antennas mounted to equipment shelter
(3) Diplexors
(3) RRU's
(1) Equipment Cabinet
(6) wall mounted utility boxes
Associated utility boxes/vaults
Associated cables/coax
100629303.DOCX 2 } Site Name: West Star Hill 24
Business Unit #: 827189
Attachment 1
EXHIBIT D
Utility Easement and Access Route
ACCESS ROUTE LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B. & M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 27034'08" WEST, 1255.95 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 18049'00" WEST, 12.74 FEET TO A POINT ON A 265.50 FOOT RADIUS CURVE TO
WHICH POINT A RADIAL LINE BEARS NORTH 01 °39'21" WEST; THENCE ALONG SAID
CURVE TO THE LEFT, CONCAVE SOUTHEASTERLY, THROUGH A CENTRAL ANGLE OF
30°32'22", AN ARC LENGTH OF 141.51 FEET; THENCE SOUTH 58010'54" WEST, 181.86 FEET;
THENCE NORTH 86002'04" WEST, 194.26 FEET; THENCE SOUTH 84°46'59" WEST, 61.17 FEET;
THENCE NORTH 5905709" WEST, 27.58 FEET; THENCE NORTH 30°02'51" EAST, 12.00 FEET;
THENCE SOUTH 5905709" EAST, 23.77 FEET; THENCE NORTH 84°46'59" EAST, 58.32 FEET;
THENCE SOUTH 86002'00" EAST, 191.35 FEET; THENCE NORTH 58010'54" EAST, 177.99 FEET
TO A POINT ON A 277.50 FOOT RADIUS CURVE; THENCE ALONG SAID CURVE TO THE
RIGHT, CONCAVE SOUTHEASTERLY, THROUGH A CENTRAL ANGLE OF 31 °26'36", AN ARC
LENGTH OF 152.29 FEET TO THE POINT OF BEGINNING.
CONTAINING 7,260.13 SQUARE FEET OR 0.166 ACRES MORE OR LESS.
UTILITY EASEMENT "A" LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B. & M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 34051'26" WEST, 1588.35 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 20036'03" WEST, 6.00 FEET; THENCE NORTH 69°23'57" WEST, 155.28 FEET; THENCE
NORTH 78059'15" WEST, 71.86 FEET; THENCE NORTH 30'01'07" EAST, 6.35 FEET; THENCE
SOUTH 78059'15" EAST, 70.29 FEET; THENCE SOUTH 69°23'57" EAST, 155.78 FEET TO THE
POINT OF BEGINNING.
CONTAINING 1,359.63 SQUARE FEET OR 0.0312 ACRES MORE OR LESS.
UTILITY EASEMENT `B" LEGAL DESCRIPTION
BEING AN AREA OF LAND SITUATE IN THE NORTH HALF (N 1/2) OF THE NORTHWEST
QUARTER (NW 1/4) OF SECTION 14, T. 17 N., R. 16 E., M.D.B. & M. AS SHOWN BY MAP ON
FILE IN BOOK 80 OF PARCEL MAPS, PAGE 41 RECORDED IN THE NEVADA COUNTY
RECORDER'S OFFICE;
COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER (NW 1/4),
THENCE SOUTH 40041'26" WEST, 1628.73 FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 71058'21" WEST, 14.27 FEET; THENCE SOUTH 81°21'21" WEST, 14.17 FEET; THENCE
SOUTH 89058'05" WEST, 20.00 FEET; THENCE NORTH 86°25'46" WEST, 16.29 FEET; THENCE
100629303.DOCX 2 } Site Name: West Star Hill 25
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Attachment 1
NORTH 30001'07" EAST, 6.70 FEET; THENCE SOUTH 86°25'46" EAST, 13.11 FEET; THENCE
NORTH 89058'05" EAST, 19.36 FEET; THENCE NORTH 81°21'21" EAST, 13.23 FEET; THENCE
NORTH 71058'21" EAST, 13.78 FEET; THENCE SOUTH 18'01'39" EAST, 6.00 FEET TO THE
POINT OF BEGINNING.
CONTAINING 372.62 SQUARE FEET OR 0.0086 ACRES MORE OR LESS.
100629303.DOCX 2 } Site Name: West Star Hill 26
Business Unit #: 827189
Attachment 1
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00629303.DOCX 2 }Site Name: West Star Hill 29
Business Unit #: 827189
Attachment 1
EXHIBIT E
Memorandum of Lease
(See attached)
100629303.DOCX 2 }Site Name: West Star Hill 30
Business Unit #: 827189
Attachment 1
WHEN RECORDED RETURN TO:
Prepared by:
Parker Legal Group, PC
600 West Broadway
Suite 700
San Diego, CA 92101
S
A.P.N. 19-450-54-000
above this line for Recorder's Use
MEMORANDUM OF GROUND LEASE AGREEMENT
This Memorandum of Ground Lease Agreement ("Memorandum") is made this
day of , 2016 by and between TRUCKEE DONNER PUBLIC UTILITY
DISTRICT, a California special district ("Lessor") and T-MOBILE WEST TOWER LLC, a
Delaware limited liability company, by and through CCTMO LLC, a Delaware limited liability
company, its Attorney in Fact ("Lessee").
1. Lessor and Lessee have entered into a Ground Lease Agreement dated ,
2016 (the "Lease"), of which this is a Memorandum, whereby Lessee leased certain real
property, together with access and utility easements, located in Nevada County, California from
Lessor (the "Premises"), all located within certain real property owned by Lessor (the
"Property"). The Property, of which the Premises is a part, is more particularly described on
Exhibit A attached hereto.
Site Name: West Star Hill/Truc 1
Business Unit #: 827189
Documentary Transfer Tax S
Computed on full value of property
Computed on full value less liens and
encumbrances remaining at time of sale
Computed on full value of lease surpassing the
35-year term limit
Computed on leased area of the property
Signature of Declarant or agent — Firm Name
Attachment 1
2. The initial term of the Lease commenced on July 1, 2016 and expires on June 30,
2021, with the right of Lessee to extend the Lease for five (5) additional renewal terms of five
(5) years each.
3. By the Lease, Lessor granted to Lessee a limited right of first refusal to purchase
all, or a portion, of the Site, the details of which are set forth in the Lease.
4. In the event of any inconsistency between this Memorandum and the Lease, the
Lease shall control.
5. The terms, covenants and provisions of the Lease shall extend to and be binding
upon the respective executors, administrators, heirs, successors and assigns of Lessor and Lessee.
6. This Memorandum does not contain the social security number of any person.
7. A copy of the Lease is on file with Lessor and Lessee.
[Execution Pages Follows]
{00629303.DOCX 2 } Site Name: West Star Hill/Truc 2
Business Unit #: 827189
Attachment 1
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Lessor and Lessee have
caused this Memorandum to be duly executed on the day and year first written above.
LESSOR:
TRUCKEE DONNER PUBLIC UTILITY
DISTRICT,
a California special district
By:
Print Name:
Title:
[Acknowledgment Appears on Following Page]
{00629303.DOCX 2 } Site Name: West Star Hill/Truc
Business Unit #: 827189
Attachment 1
LESSOR ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On _
Public,
before me,
Notary
personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
(Seal)
[Lessor Execution Page Follows]
{00629303.DOCX 2 } Site Name: West Star Hill/Truc 4
Business Unit #: 827189
Attachment 1
LESSEE:
T-MOBILE WEST TOWER LLC,
a Delaware limited liability company,
By: CCTMO LLC,
a Delaware limited liability company
Its: Attorney in Fact
By:
Print Name:
Title:
[Acknowledgment Appears on Following Page]
{00629303.DOCX 2 } Site Name: West Star Hill/Truc
Business Unit #: 827189
Attachment 1
LESSEE ACKNOWLEDGMENT
STATE OF
COUNTY OF
On this day of , 2016 before me (notary
public), personally appeared (print name), who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(NOTARY SEAL)
(notary public)
that
ATTENTION NOTARY: Although the information requested below is OPTIONAL, it
could prevent fraudulent attachment of this certificate to another document.
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW.
Title of Document Type: Memorandum of Ground Lease Agreement
Number of Pages Date of Document
{00629303.DOCX 2 } Site Name: West Star Hill/Truc
Business Unit #: 827189
Attachment 1
EXHIBIT A
OF MEMORANDUM
(Legal Description of Lessor's Property)
ALL OF THE LAND LYING SOUTH OF THE TRUCKEE RIVER IN THE NORTHWEST QUARTER
OF THE NORTHWEST QUARTER AND THE SOUTH HALF OF THE NORTHEAST QUARTER OF
THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST,
M.D.M.
EXCEPTING THEREFROM, ALL OF THE FOLLOWING DESCRIBED PROPERTY LOCATED IN
SECTION 14 TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.B.&M.; A) NORTH ONE-HALF OF
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER; B) NORTH HALF OF THE SOUTH HALF OF THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF THE NORTHWEST QUARTER; C) NORTH HALF OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
THE NORTHWEST QUARTER; D) NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF THE SOUTHEAST QUARTER FO THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER; E) NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST
QUARTER OF THE NORTHWEST QUARTER; F) EAST HALF OF THE NORTHWEST QUARTER
FO THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST
QUARTER; G) ALL THAT PART OF THE NORTHEAST QUARTER OF THE NORTHWEST
QUARTER FO THE NORTHWEST QUARTER LYING SOUTH OF THE TRUCKEE RIVER.
ALSO EXCEPTING THEREFROM A PORTION OF THE NORTHWEST ONE -QUARTER OF
SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., NEVADA COUNTY,
CALIFORNIA, FURTHER DESCRIBED AS FOLLOWS:
BEGINNING AT THE WEST ONE -QUARTER CORNER OF SECTION 14, TOWNSHIP 17 NORTH,
RANGE 16 EAST, M.D.M, SAID CORNER BEING THE SOUTHWEST CORNER OF THE HEREIN
DESCRIBED PARCEL; THENCE ALONG THE SOUTH LINE OF THE NORTHWEST ONE -
QUARTER OF SAID SECTION 14, NORTH 88° 04' 30" EAST 952.22 FEET; THENCE LEAVING
SAID LINE, NORTH 01° 55' 30" WEST 407.66 FEET; THENCE NORTH 20' 39' 00" WEST 237.50
FEET; THENCE NORTH 02' 3 F 00" WEST 843.98 FEET TO THE SOUTHERLY RIGHT OF WAY
LINE OF THE TRUCKEE-BROCKWAY ROAD, 60 FEET IN WIDTH, ROUTE III-NEV-1245;
THENCE ALONG SAID SOUTHERLY LINE, NORTH 89° 59' 00" WEST 811.56 FEET TO THE
WEST LINE OF THE NORTHWEST ONE -QUARTER OF SECTION 14; THENCE ALONG SAID
WEST LINE, SOUTH 0° 13' 35" WEST 1,505.05 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM A PORTION OF THE NORTH ONE-HALF OF SECTION 14,
TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., FURTHER DESCRIBED AS FOLLOWS:
BEGINNING AT THE ONE -QUARTER CORNER ON THE EAST LINE OF SECTION 14,
TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M, THENCE FROM THE POINT OF BEGINNING
ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER OF SAID SECTION 14,
SOUTH 880 04' 26" WEST 1,183.73 FEET TO ITS INTERSECTION WITH THE NORTHEASTERLY
LINE OF THE COUNTY ROAD FROM BROCKWAY TO TRUCKEE; THENCE ALONG THE
NORTHEASTERLY LINE OF THE ROAD, NORTH 58° 29' 00" WEST 1,713.22 FEET; THENCE
LEAVING THE ROAD, NORTH 20° 3 P 40" WEST 471.52 FEET; THENCE NORTH 31' 3 F 00"
EAST 110.00 FEET; THENCE SOUTH 0° 39' 43" WEST 36.35 FEET TO THE NORTHWEST
CORNER OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE -QUARTER OF SECTION 14;
{00629303.DOCX 2 } Site Name: West Star Hill/Truc
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Attachment 1
THENCE ALONG THE NORTH LINE OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE -
QUARTER NORTH 89° 17' 3 3 " EAST 2,640.11 FEET TO THE NORTHEAST CORNER OF THE
SOUTH ONE-HALF OF THE NORTHEAST ONE -QUARTER; THENCE ALONG THE EAST LINE
OF THE NORTHEAST ONE -QUARTER SOUTH 0° 03' 25" WEST 1,317.76 FEET TO THE POINT
OF BEGINNING.
ALSO EXCEPTING THEREFROM ALL THAT PORTION OF THE NORTHWEST QUARTER OF
THE NORTHWEST QUARTER OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST,
M.D.M., DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT FROM WHICH THE NORTH 1/4 CORNER OF SAID SECTION 14
BEARS THE FOLLOWING FOUR SUCCESSIVE COURSES AND DISTANCES: NORTH 89° 25' 45"
EAST 163.75 FEET, NORTH 89° 25' 50" EAST 327.50 FEET, NORTH 89° 25' 30" EAST 654.99 FEET
AND NORTH 280 57' 06" EAST 1,381.78 FEET; THENCE FROM SAID POINT OF BEGINNING,
SOUTH 00 21' 40" WEST 52.05 FEET TO A POINT ON THE NORTHERLY LINE OF THE
TRUCKEE-BROCKWAY ROAD, ROUTE F.A.S. III NEV 1245; THENCE ALONG THE
NORTHERLY LINE THEREOF, WESTERLY 818.50 FEET TO A POINT ON THE WEST LINE OF
SAID SECTION 14; THENCE NORTH 00 13' 35" EAST 120.00 FEET LONG SAID WEST LINE TO
THE SOUTHERLY CORNER OF PARCEL NO. 1 OF THAT CERTAIN LEASE DATED DECEMBER
1, 1966, RECORDED JANUARY 12, 1967, IN BOOK 414 OF OFFICIAL RECORDS, AT PAGE 107,
NEVADA COUNTY RECORDS, EXECUTED BY TRUCKEE-DONNER PUBLIC UTILITIES
DISTRICT TO TRUCKEE-DONNER PARK AND RECREATION DISTRICT; THENCE ALONG THE
SOUTHERLY LINE OF SAID PARCEL NO. 1, NORTH 76° 36' 35" EAST 846.66 FEET; THENCE
SOUTH 00 21' 30" WEST 101.44 FEET; THENCE SOUTH 00 21' 40" WEST 176.51 FEET TO THE
POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM ALL THAT PORTION LYING WITHIN PARCEL 2, AS SHOWN
UPON THE PARCEL MAP FOR TRUCKEE DONNER PUBLIC UTILITY DISTRICT, BEING A
PORTION OF SECTION 14, TOWNSHIP 17 NORTH, RANGE 16 EAST, M.D.M., FILED IN THE
OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF NEVADA ON OCTOBER 23, 1973,
IN BOOK 6 OF PARCEL MAPS, AT PAGE 37.
ALSO EXCEPTING THEREFROM ALL THAT PORTION LYING WESTERLY OF THE LANDS
DESCRIBED IN THE DEED EXECUTED BY MCGLASHAN WATER COMPANY RECORDED
NOVEMBER 10, 1941, BOOK 74, OFFICIAL RECORDS, PAGE 198, AND NORTHERLY OF THE
LANDS DESCRIBED IN DEED EXECUTED BY TRUCKEE-DONNER PUBLIC UTILITY
DISTRICT RECORDED APRIL 1, 1970, BOOK 507, OFFICIAL RECORDS, PAGE 687.
{00629303.DOCX 2 } Site Name: West Star Hill/Truc
Business Unit #: 827189
Attachment 1
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Attachment 1
AMENDED AND RESTATED GROUND LEASE AGREEMENT
This AMENDED AND RESTATED GROUND LEASE AGREEMENT ("Lease") is entered into
this day of , 2016 by and between TRUCKEE DONNER PUBLIC UTILITY DISTRICT,
a California special district ("Lessor"), and NCWPCS MPL 28 - YEAR SITES TOWER HOLDINGS
LLC, a Delaware limited liability company, by and through CCATT LLC, a Delaware limited liability
company, its Attorney in Fact ("Lessee"). Lessor and Lessee are at times collectively referred to
hereinafter as the "Parties" or individually as a "Party".
Recitals
WHEREAS, Lessor and Lessee's predecessor in interest, AT&T Wireless Services of California,
LLC ("Original Lessee") entered into a Communications Site Lease Agreement dated as of December
1999 (the "Original Lease") whereby Original Lessee leased certain real property, together with any
applicable access and utility easements, located in Nevada County, California from Lessor,; and
WHEREAS, Lessee is currently the Lessee under the Original Lease, as the ultimate successor in
interest to Original Lessee; and
WHEREAS, Lessor and Lessee agree that the Original Lease shall be amended by deleting it in
its entirety and restating the Original Lease as provided for herein.
NOW THEREFORE, in consideration of the facts recited above and the covenants, conditions
and terms set forth below, Lessor and Lessee hereby agree as follows:
1. Description of Leased Premises.
1.1 Lessor's Property. Lessor is the record owner of certain real property as more
particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the
"Property").
1.2 Leased Premises. The premises are located at 11280 Valley Road, Truckee,
California 96160 (APN 18-570-61-000) and are situated within the Property as described and depicted in
Exhibit `B" attached hereto and incorporated by this reference (the "Premises").
2. Term. The initial term of this Lease shall be for five (5) years, commencing on June 1,
2016 and ending on May 31, 2021 (the "Initial Term"), with the right of Lessee to extend the Lease for
five (5) additional renewal terms of five (5) years each provided that Lessee is not in breach or default
under this Lease at the time its exercises its right to extend the Lease, with the final lease extension
expiring on May 31, 2046 (each additional extension is referred to as a "Renewal Term"). Each Renewal
Term must be exercised by Lessee by giving notice to Lessor no sooner than 120 days prior to expiration
and no later than 60 days prior to expiration of the then -current term. Such notice shall be deemed given
upon the mailing of such notice to Lessor. The Initial Term and each Renewal Term are collectively
referred to hereinafter as the "Term".
3. Permitted Use. Lessee shall have the right to maintain, operate, modify and repair on
the Premises the communications equipment and facilities described in the description of Lessee's
facilities attached as Exhibit "C" and made a part hereof by this reference (collectively, "Lessee's
Facilities"); provided, however, that Lessee may not materially modify Lessee's Facilities without prior
{00629304.DOC 3 }
Site Name: West Truckee
Business Unit #: 845868
Attachment 1
written consent from Lessor as further described below in Section 7 below. In connection therewith,
Lessee has the right to do all work necessary to prepare and maintain the Premises for Lessee's business
operations and to install and maintain transmission lines connecting the antennas to the transmitters and
receivers and utility connections between the Premises and the nearest appropriate utilities provider in
accordance with the terms of this Lease. All of Lessee's construction, installation, operation,
maintenance and repair work shall be performed at Lessee's sole cost and expense, in a good and
workmanlike manner. This Lease shall not relieve Lessee from the requirement to obtain, at its expense,
any land use permits or other approvals for the operation of Lessee's Facilities at the Property.
4. Government Approvals. If requested by Lessee, Lessor will execute, at Lessee's sole
cost and expense, all documents required by any governmental authority in connection with any
development of, or construction on, the Premises, including documents necessary to petition the
appropriate public bodies for certificates, permits, licenses and other approvals deemed necessary by
Lessee in Lessee's absolute discretion to utilize the Premises for the purpose of constructing, maintaining
and operating communications facilities, including without limitation, tower structures, antenna support
structures, cabinets, meter boards, buildings, antennas, cables, equipment and uses incidental thereto.
Lessor agrees to be named applicant if requested by Lessee. Lessor shall be entitled to no further
consideration with respect to any of the foregoing matters.
5. Rent.
5.1 Upon the Initial Term, Lessee shall pay Lessor rent in the amount of Three
Thousand and 00/100 dollars ($3,000.00) per month ("Rent"). The Rent shall be paid to Lessor's address
specified in Section 13 below. If this Lease commences other than on the first (1st) day of the month, the
Rent shall be prorated for that first (1 st) month for the number of days from the Effective Date to the end
of the month.
5.2 Commencing on June 1, 2017 and on the anniversary of that date each year
thereafter (the "Adjustment Date"), the monthly Rent shall increase based on the Consumer Price Index
published by the Bureau of Labor and Statistics of the United States Department of Labor for all Urban
Consumers, US City Average ("CPI-U") indicator and shall be determined by dividing the CPI-U
indicator, published three (3) months prior to the Adjustment Date, by the CPI-U indicator published one
(1) year and three (3) months prior to the Adjustment Date, and multiplying the resultant number by the
monthly lease rental amount of the most recent Rent ("Regular Rent Escalation").
5.3 If this Lease expires or is terminated at a time other than on the last day of a
month, the Rent shall be prorated as of the date of expiration or termination, and, in the event of
termination for any reason other than nonpayment of the Rent, all prepaid Rent shall be refunded to
Lessee.
5.4 Any payment not received by Lessor within thirty (30) days after the due date
shall accrue a late fee at an interest rate of one percent (1%) per month, beginning with the thirty-first
(31st) day until paid in full, subject to a minimum late fee of Twenty -Five and 00/100 Dollars ($25.00).
Late fees will not be charged on past due balances of Twenty -Five and 00/100 Dollars ($25.00) or less. If
Lessee shall remain in possession of the Premises at the expiration of any Renewal Term without written
consent from Lessor, such tenancy shall be deemed a month -to -month tenancy under the same terms and
conditions of this Lease, except that Lessee shall pay to Lessor monthly Rent (as defined above) equal to
one hundred twenty five percent (125%) of the Rent at the expiration or termination of this Lease,
prorated and paid monthly in advance.
{00629304.DOC 3 }Site Name: West Truckee 2
Business Unit #: 845868
Attachment 1
6. Interference, Testing and Si2na2e.
6.1 Interference.
6.1.1 Lessee shall not use, nor shall Lessee permit its subleases, assignees,
employees, representatives, invitees, contractors or agents to use, the Premises or Lessee's Facilities in
any way that materially interferes with the use of any portion of the Property by Lessor, or by other
tenants or licensees of Lessor with rights in any portion of the Property that predate the Original Lease.
The Parties acknowledge that the Federal Communications Commission ("FCC") manages radio
frequencies and any interfering frequencies that arise in Lessee's violation of this Section 6.1.1 shall be
Lessee's responsibility to rectify. Such interference shall be deemed a material breach by Lessee, and
Lessee shall have the responsibility to terminate said interference upon written notice from Lessor. In the
event any such interference does not cease promptly, Lessee acknowledges that continuing interference
may cause irreparable injury and, therefore, Lessor may have the right, in addition to any other rights that
it may have at law or in equity, to bring a court action to enjoin such interference or to terminate this
Lease upon written notice Lessee.
6.1.2 Lessor shall not use, nor shall Lessor permit its employees,
representatives, invitees, contractors or agents to use, the Property in a way that materially interferes with
the operations of Lessee. The Parties acknowledge that the FCC manages radio frequencies and any
interfering frequencies that arise in Lessor's violation of this Section 6.1.2 shall be Lessor's responsibility
to rectify. Such interference shall be deemed a material breach by Lessor, and Lessor shall have the
responsibility to terminate said interference upon written notice from Lessee. In the event any such
interference does not cease promptly, the Parties acknowledge that continuing interference may cause
irreparable injury to Lessee and, therefore, Lessee may have the right, in addition to any other rights that
it may have at law or in equity, to elect to enjoin such interference or to terminate this Lease, upon written
notice to Lessor.
6.1.3 All operations of Lessee and Lessor shall be lawful and in compliance
with all FCC requirements, where applicable.
6.2 Testin Signage.
6.2.1 Lessee shall maintain compliance with Federal radio frequency exposure
limit rules, and Lessee shall perform radio frequency exposure testing upon any significant change in the
electronic equipment or antennas on the Premises. All such testing shall be performed by a qualified
radio engineer.
6.2.2 Lessee shall install and maintain permanent identification and warning
signs at Lessee's Facilities, as may be required by law. The identification signs shall provide Lessee's
site identification number and a working local or toll -free telephone number to Lessee's network
operations center.
7. Lessee Improvements, Utilities and Access.
7.1 Lessee Improvements or Modifications.
7.1.1 Lessee shall have the right to conduct "like for like" or substantially
similar replacements, modifications or upgrades of similar weight, size and dimension to Lessee's
Facilities within the Premises at any time during the Term of this Lease without Lessor's prior consent,
except that Lessee shall obtain prior consent from Lessor for any change to add additional antenna panels
{00629304.DOC 3 }Site Name: West Truckee
Business Unit #: 845868
Attachment 1
or any change in the overall height of Lessee's Facilities, which consent shall not be unreasonably
withheld, conditioned, or delayed. Prior to commencing any change to expand the ground space of the
Premises, any change that adds additional antenna panels or any change in the overall height of Lessee's
Facilities, Lessee shall submit one (1) complete set of engineering plans and specifications of the planned
installation ("Lessee's Plans") to Lessor for Lessor's review and written approval. Lessor shall provide
such approval or provide Lessee with its requests for changes within ten (10) business days of Lessor's
receipt of Lessee's Plans. If Lessor does not provide such approval, request for changes, or request an
extension of time within ten (10) business days, Lessor shall be deemed to have not approved Lessee's
Plans. Lessee maintains the right to perform routine maintenance, repairs, replacements and upgrades
without Lessor's approval so long as such work does not expand the ground space of the Premises
described in Exhibit `B" attached hereto, add additional antenna panels or increase the overall height of
Lessee's Facilities described in Exhibit " C" attached hereto. Lessor hereby consents to and approves the
description of the Premises attached hereto as Exhibit `B" and the Description of Lessee's Facilities
attached hereto as Exhibit "C".
7.1.2 Lessee shall cause all construction to occur lien -free, within the Property
and in compliance with all applicable laws and ordinances. If any lien is filed against the Premises or
Property as a result of acts or omissions of Lessee or Lessee's employees, agents or contractors, Lessee
shall discharge the lien or bond the lien off in a manner reasonably satisfactory to Lessor within thirty
(30) days after Lessor receives written notice that the lien has been filed, or as soon thereafter as is
reasonably practical.
7.1.3 Lessee shall, at its sole expense, maintain the Premises and Lessee's
Facilities and all improvements, equipment and other personal property on the Premises in good working
order, condition and repair to Lessor's satisfaction. Lessee shall keep the Premises and Lessee's Facilities
free of rubbish, refuse and other debris and in a neat, clean and safe condition. Graffiti shall be removed
from the Premises within seventy-two (72) hours of Lessee becoming aware of it or receiving notice
thereof, or as soon thereafter as is reasonably practical. Lessee shall maintain painted and finished
surfaces of the Premises to avoid (and if necessary promptly repair) any scaling, chipping or peeling of
paint or other finishes. Lessee must repair damages to the extent caused by Lessee as soon as reasonably
possible after Lessor notifies Lessee of such damage in writing, but in no case shall repairs commence
later than five (5) business days after Lessee's receipt of Lessor's written notice to the extent reasonably
feasible. Lessee agrees to re -branch the faux tree located on the Premises within twelve (12) months of
the full execution of this Lease, with faux branches that are substantially similar to the type and color of
the branches of the existing trees located on the Property and on the adjacent property.
7.1.4 Upon the termination or expiration of this Lease, Lessee at its expense
shall remove Lessee's Facilities, including footings and foundations to a depth of two feet, and utilities
and wiring installed by Lessee, and then shall restore and return the Premises to Lessor to substantially
the same condition as it was prior to this Lease, reasonable wear and tear excepted. Notwithstanding any
other provision of this Lease, Lessee's obligation to pay the Rent hereunder shall continue until Lessee
has substantially complied with the removal and restoration requirements of this subsection 7.1.4.
7.2 Utilities. As partial consideration for the Rent paid under this Lease, Lessor
hereby grants Lessee a non-exclusive easement in, under and across the Property for ingress, egress,
utilities and access to the Premises adequate to install, maintain and improve utilities at Lessee's expense,
which include, but are not limited to, the installation of power and telco service cable (including fiber),
and to access and service the Premises and Lessee's Facilities at all times during the Term of this Lease
(collectively, the "Easements"). The location of Easements is set forth on the drawings attached as
Exhibit "D". The Easements are non-exclusive, and Lessor retains for itself, its licensees, tenants,
successors and assigns, the right fully to use and enjoy said Easements and any roads or roadways located
{00629304.DOC 3 }Site Name: West Truckee 4
Business Unit #: 845868
Attachment 1
thereon. The Easements shall have the same Term as this Lease. Lessee shall pay when due all charges
for utilities serving the Premises during the Term of this Lease. Lessee may arrange for the installation of
a separate meter and main breaker. Lessor may, at its option, provide utility power or communications at
the Property at the request of Lessee. Lessee acknowledges and agrees that Lessor makes no warranties or
representations, express or implied, regarding Lessee's right to use any portion of utility routes on
property not owned by Lessor. Lessee agrees to indemnify and defend Lessor against, and hold the
Lessor harmless from, any claim of liability or loss by third parties relating to Lessee's use of property
not owned by Lessor for this purpose.
7.3 Access. During the Term of this Lease, Lessee's authorized employees,
representatives, tenants, licensees, invitees, contractors or agents shall have 24-hours-a-day, 7-days-a-
week access to and from the Property and Premises as more particularly described and depicted in Exhibit
"D" attached hereto and incorporated by this reference. Lessee may park vehicles on the Property and
Premises when Lessee's employees, agents, contractors, sublessees, licensees and their employees, agents
and contractors are servicing the facility. Lessor may adjust the access route between the Premises and
the nearest public roadway from time to time, if necessary for Lessor's use of the Property and upon sixty
(60) days written notice to Lessee. Lessee must provide Lessor with at least twenty-four (24) hours
written notice ahead of any routine maintenance work. Lessee acknowledges and agrees that Lessor
makes no warranties or representations, express or implied, regarding Lessor's right to grant Lessee
access to use those portions of the access route across Parcel B not owned by Lessor. Lessee agrees to
indemnify and defend Lessor against, and hold the Lessor harmless from, any claim of liability or loss by
third parties relating to or arising from Lessor's grant of such access across Parcel B to Lessee and
Lessee's use thereof.
7.4 Road Maintenance. Lessee shall be responsible for providing snow removal
services necessary for Lessee's and its sublessees/licensees, agents, contractors and invitees access to the
Premises described in Exhibit D, and sufficient for access within the Premises, at Lessee's sole expense.
Lessee shall, to the extent necessary, store excess snow removed from the road only in the snow storage
area depicted on Exhibit D.
7.5 Inspection. Lessor shall have the right to inspect the Premises to determine
compliance with the terms of this Lease, provided that reasonable prior written notice is provided to
Lessee to allow for an agreement on the date and time of the inspection. In the event of emergency,
where Lessor cannot reasonably comply with the foregoing notice requirement, Lessor shall have the
right to access the Premises and Lessor shall, within forty-eight (48) hours following actual notice of
emergency access, inform Lessee of (i) the date and time of emergency access and (ii) the nature of the
event requiring emergency access. Nothing in this section prevents Landlord from visually inspecting the
Premises from its Property without prior written notice or agreement on the date and time of an
inspection.
8. Default and Termination.
8.1 Notice of Default; Cure Period. In the event that there is a default by Lessor or
Lessee (the "Defaulting Party") with respect to any of the provisions of this Lease or Lessor's or Lessee's
obligations under this Lease, the other party (the "Non Defaulting Party") shall give the Defaulting Party
written notice of such default. After receipt of such written notice, the Defaulting Party shall have thirty
(30) days in which to cure any monetary default and sixty (60) days in which to cure any non -monetary
default. The Defaulting Party shall have such extended periods as may be required beyond the sixty (60)
day cure period to cure any non -monetary default if the nature of the cure is such that it reasonably
requires more than sixty (60) days to cure, and the Defaulting Party commences the cure within the sixty
{00629304.DOC 3 }Site Name: West Truckee
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Attachment 1
(60) day period and thereafter continuously and diligently pursues the cure to completion. The Non -
Defaulting Party may not maintain any action or effect any remedies for default against the Defaulting
Party unless and until the Defaulting Party has failed to cure the same within the time periods provided in
this Section.
8.2 Early Termination by Lessee. Notwithstanding anything contained herein to the
contrary and without waiving any other rights granted to it at law or in equity, this Lease may be
terminated on written notice pursuant to Section 13 hereof, (i) immediately if Lessee notifies Lessor of
unacceptable results of any title report, environmental survey or soil tests prior to Lessee's installation of
any of Lessee's Facilities on the Premises, or if Lessee is unable to obtain, maintain, or otherwise forfeits
or cancels any license (including without limitation an FCC license), permit or other governmental
approval necessary to the installation and/or operation of Lessee's Facilities or Lessee's business; or (ii)
upon one hundred eighty (180) days written notice by Lessee if Lessee determines that the Property,
Premises or Lessee's Facilities are not appropriate for its economic, environmental or engineering
requirements or specifications; or (iii) immediately upon written notice if the Premises or Lessee's
Facilities are destroyed or damaged so as in Lessee's reasonable judgment to substantially and adversely
affect the effective use of Lessee's Facilities. In such event, Lessee shall remove its personal property
from the Property and restore the Property pursuant to subsection 7.1.4 herein.
8.3 Early Termination by Lessor. Notwithstanding anything contained herein to the
contrary and without waiving any other rights granted to it at law or in equity, this Lease may be
terminated on written notice pursuant to Section 13 hereof if (i) Lessee fails to cure any monetary breach
of this Lease within thirty (30) days after Lessee receives written notice of such breach; or (ii) Lessee fails
to cure any non -monetary breach of this Lease within sixty (60) days after Lessee receives written notice
of such breach or if Lessee fails to cure any non -monetary breach within any such additional cure period
as provided for in Section 8.1 herein. Upon Lessor's termination of this Lease, Lessee shall remove its
personal property from the Property pursuant to Section 7.1.4 herein.
9. Casualty and Condemnation.
9.1 Casualty. In case of damage to the Property or Premises by fire or other material
casualty caused by Lessor, Lessor shall, at its expense, cause the damage to be repaired to a condition as
nearly as practicable to that existing prior to the damage with reasonable speed and diligence, and Lessee
may immediately erect on the Property or a portion of the Property temporary facilities and equipment at a
mutually agreeable location on the Property while Lessor makes repairs to the Property and Premises and
until such time as Lessee can reinstall its equipment and re-establish on -air operations at the original
Lessee's Facilities, and so long as the temporary facilities and equipment and associated work do not
interfere with Lessor's own restoration. If no mutually agreeable location can be found, then either party
may terminate this Lease, with such termination being treated as the natural expiration of this Lease. If
Lessee or any of its sublessees or licensees cannot operate their equipment and facilities in a manner
satisfactory to Lessee or its sublessees or licensees, or if the Premises are not tenantable for any reason, the
Rent under this Lease shall be abated from the date of the occurrence of such damage or destruction until the
Premises can again be used for Lessee's intended purposes; provided, however, that Rent shall continue
upon Lessee's installation of temporary facilities and equipment on the Property. Notwithstanding the
foregoing, Lessor shall not be required to repair any damage to Lessee's Facilities and the Premises. Lessee
shall bear the full cost and expense of repairing and restoring any damage to Lessee's Facilities and the
Premises to the extent caused by the acts or omissions of Lessee. In the event the damage is so extensive
that Lessor decides, in its reasonable discretion, not to repair or rebuild the Property, or if the casualty is not
of a type insured against under standard fire policies with extended type coverage, this Lease shall be
terminated as of the date of such casualty, and the Rent (taking into account any abatement as aforesaid)
shall be adjusted to the termination date and Lessee shall thereupon promptly vacate the Premises.
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9.2 Eminent Domain. If Lessor receives notice of a proposed taking by eminent
domain of any part of the Premises or the Easements, Lessor will notify Lessee of the proposed taking
within five (5) days of receiving said notice and Lessee will have the option to: (i) declare this Lease null
and void and thereafter neither party will have any liability or obligation hereunder; or (ii) remain in
possession of that portion of the Premises and Easements that will not be taken, in which event there shall be
an equitable adjustment in rent on account of the portion of the Premises and Easements so taken. With
either option Lessee shall have the right to contest the taking and directly pursue an award.
10. Real Estate Taxes. Lessee shall pay any tax or fee that is directly attributable to the
leasehold estate, presence or installation of Lessee's Facilities only for so long as Lessee's Facilities, or
any part thereof that Lessee must remove pursuant to Section 7.1.4, remains on the Property. Lessor
hereby grants to Lessee the right (with written notice to Lessor complying with Section 13 below) to
challenge, whether in a court, administrative proceeding, or other venue, on behalf of Lessor and/or
Lessee, any personal property tax, real property tax or other fee or assessment that may affect Lessee, and
Lessor shall not be required to join in any such effort. If Lessor receives notice of any tax, fee, or
assessment against Lessor, which may affect Lessee and is directly or indirectly attributable to Lessee's
installation, Lessor shall provide timely notice of the assessment to Lessee sufficient to allow Lessee to
consent to or challenge such assessment. Such notice must comply with Section 13 below.
11. Insurance, Subrogation and Indemnification.
11.1 Insurance.
11.1.1 Lessee shall, at Lessee's sole cost and expense, provide and continue in
force during the Term of this Lease, commercial general liability insurance in an aggregate amount of
Five Million and no/100 Dollars ($5,000,000), with a minimum combined single limit or each occurrence
of One Million and 00/100 Dollars ($1,000,000); "All Risk" property insurance for its property
replacement costs; and Statutory Worker's Compensation Insurance as required by law; a minimum of
One Million and 00/100 dollars ($1,000,000) Employer's Liability; and Automobile liability insurance
covering all owned, hired, and non -owned vehicles in use by Lessee and its employees with personal
injury protection insurance and property protection insurance to comply with the provisions of state law
with minimum limits of Two Million Dollars ($2,000,000) as the combined single limit for each
occurrence for bodily injury and property damage. Lessor shall be provided with a certificate of
insurance following the full execution of this Lease and subsequently. Lessee may satisfy this
requirement by obtaining the appropriate endorsement to any master policy of liability insurance Lessee
may maintain. The commercial general liability, Workers' Compensation/Employer's Liability, and
Automobile Liability insurance policies required under this Section shall require a thirty (30) day prior
written notice to Lessor upon any cancellation, except for non-payment of premium of such policies. All
insurance policies may be written with commercially reasonable deductibles. The required limits may be
may by a combination of primary and excess or umbrella insurance.
11.1.2 The commercial general liability, automobile liability, and umbrella or
excess policies required to be maintained by Lessee under subsection 11.1 shall name Lessor and any
subsidiary entities of Lessor, now existing or hereafter created, and their respective officers, boards,
commissions, trustees, employees, and agents as additional insureds. Copies of the additional insured
endorsements shall be provided to Lessor immediately following full execution of this Lease and
subsequently thereto as necessary so that the District has copies of all endorsements in effect.
11.1.3 All insurance shall be effected under valid and enforceable policies,
insured by insurers licensed to do business by the State of California or (if allowed by the laws of the
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State of California) surplus line carriers on the State of California Insurance Commissioner's (or the
functional equivalent thereof) approved list of companies qualified to do business in the State of
California. All insurance carriers and surplus line carriers shall be rated A or better by A.M. Best
Company.
11.1.4 Upon the commencement of each Renewal Term, Lessor retains the right
at any time to review the coverage, form and amount of insurance required in this Lease. If Lessor
determines that the insurance provisions set forth herein do not provide adequate protection, it may
require Lessee to obtain additional insurance. Lessor's determination that additional insurance coverage
is required shall be limited to only what is reasonably necessary to protect against risks actually posed by
operation of the Premises under the terms of this Lease.
11.2 Indemnity. Each party shall indemnify and defend the other party against, and
hold the other party harmless from, any claim of liability or loss from personal injury or property damage
arising from the use and occupancy of the Premises or the Property by such indemnifying party, its
employees, contractors, servants or agents, except to the extent such claims are caused by the intentional
misconduct or negligent acts or omissions of the other party, its employees, contractors, servants or
agents.
11.3. Subro ag tion. The parties hereby waive any and all rights of action for negligence
against the other on account of damage to the Property, Premises or Easements resulting from any fire or
other casualty of the kind covered by property insurance policies with extended coverage, regardless of
whether or not, or in what amount, such insurance is carried by the parties. All policies of property
insurance carried by either party for Property, Premises or Easements shall include a clause or
endorsement denying to the insurer rights by way of subrogation against the other party to the extent
rights have been waived by the insured before the occurrence of injury or loss.
12. Hazardous Substances Prohibited.
12.1 Lessee's Obligation and Indemnity. Lessee shall not (either with or without
negligence) cause or permit the escape, disposal or release of any Hazardous Material on or from the
Premises in any manner prohibited by law. Lessee shall indemnify and hold Lessor harmless from any
and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including any and all sums
paid for settlement of claims, reasonable attorneys' fees, and consultants' and experts' fees) from the
release of any Hazardous Material on the Premises if caused by Lessee or persons acting under Lessee.
12.2 The indemnification of this Section specifically include reasonable costs,
expenses and fees incurred in connection with any investigation by a public agency of Property conditions
or any clean-up, remediation, removal or restoration work required by any governmental authority.
Notwithstanding any other provision herein, the provisions of this Section will survive the expiration or
termination of this Lease.
12.3 The term "Hazardous Material" means any substance which is (i) designated,
defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant
or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted,
(ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products,
(iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials, or
(viii) radioactive materials. "Environmental Law(s)" means the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control
Act, 15 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et
seq., and the Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or
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amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local
law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal,
presence, clean-up, transportation or release or threatened release into the environment of Hazardous
Material.
13. Notices.
13.1 All notices, requests, demands and other communications shall be in writing and
are effective three (3) days after deposit in the U.S. mail, certified and postage paid, or upon receipt if
personally delivered or sent by next -business -day delivery via a nationally recognized overnight courier
to the addresses set forth below. Lessor or Lessee may from time to time designate any other address for
this purpose by providing written notice to the other Party.
If to Lessor: Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, California 96161
If to Lessee: NCWPCS MPL 28 - Year Sites
Tower Holdings LLC
Legal Department
Attn: Network Legal
208 S. Akard Street
Dallas, TX 75202-4206
With a copy -to:
CCATT LLC
Attn: Legal Department
2000 Corporate Drive
Canonsburg, PA 15317
14. Assignment and Subleasing.
14.1 Assi regent.
(a) Upon prior written notice to Lessor, Lessee may assign this Lease in its entirety,
with all the rights and obligations specified herein, without the prior consent of
Lessor upon submission of documentation reasonably verifying Affiliate status,
(i) to any person or business entity which is an Affiliate of Lessee as defined
herein; For purposes of this subparagraph, "Affiliate" shall only mean:
(i) a corporation which owns fifty percent (50%) or more of the outstanding
common stock of Lessee, or
(ii) a corporation which has fifty percent (50%) or more of its common stock
owned by Lessee, or
(iii) a partnership which owns fifty percent (50%) or more of the common stock
of Lessee, or a partnership which has fifty percent (50%) or more of its interest in
partnership profits owned by Lessee, or
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(iv) an entity which purchases all or substantially all of the assets of Lessee, or
(v) an entity which is the surviving entity in a merger with the Lessee, acquisition
or other business reorganization pursuant to state corporation or partnership law.
No assignment of this Lease or of the right to manage the Property by Lessee in whole or in part shall be
valid without the Lessor's prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed. No assignment permitted by Lessor shall be a novation unless expressly
approved in writing by Lessor, which approval shall not be unreasonably withheld, conditioned or
delayed.
14.2 Subleasing & Sharing of Sublease Revenue. Lessee shall have the right upon
written notice to Lessor, to sublease or license use of the Premises and Easements. If, after full execution
of this Lease, Lessee enters into any future sublease or license with a unaffiliated Broadband Tenant not
already a subtenant on the Premises (each a "Future Broadband Sublease"), Lessee agrees to pay to
Lessor fifty percent (50%) of the rental, license or similar payments actually received by Lessee from
such Future Broadband Sublease (excluding any reimbursement of taxes, construction costs, installation
costs, revenue share reimbursement or other expenses incurred by Lessee) ("Future Broadband Sublease
Fee") within thirty (30) days after receipt of said payments by Lessee. If Lessee enters into a Future
Broadband Sublease, Lessor may submit a written request to Lessee once per calendar year for a business
summary report pertaining to Lessee's rent obligations for the prior twelve (12) month period, and Lessee
shall provide such written accounting to Lessor within sixty (60) days after Lessee's receipt of such
written request. If any Future Broadband Sublease expires or terminates for any reason, Lessee shall no
longer be obligated to pay a Future Broadband Sublease Fee for such Future Broadband Sublease. Lessee
shall have no obligation for payment to Lessor of a Future Broadband Sublease Fee if not actually
received by Lessee. Non-payment of such rental, license or other similar payment by a sublessee,
licensee or other occupant shall not be a default under this Lease. Lessee shall have sole discretion as to
whether, and on what terms (provided such terms do not exceed Lessee's authority under or violate the
terms of this Lease) , to sublease, license or otherwise allow occupancy of the Premises and there shall be
no express or implied obligation of Lessee to do so. Lessor shall not be entitled to a Future Broadband
Sublease Fee for the future collocation of Verizon Wireless and for the existing users of the Premises
(AT&T Wireless and TMO/Metro PCS). Notwithstanding anything in this subsection to the contrary,
Lessor shall not be entitled to a Future Broadband Sublease Fee for any sublease or license to any
subtenant of Lessee or any successors and/or assignees of such subtenant who commenced use of the
Premises or executed a sublease or license prior to the effective date of this Lease. As used herein,
"Broadband Tenant" shall mean any subtenant which is a Commercial Mobile Radio Service ("CMRS")
provider (as defined in 47 C.F.R. §20.3) engaged primarily in the business of providing wireless
telephony services to its customers.
15. Relocation.
15.1 Lessor shall have the one-time right to require the relocation of Lessee's
equipment, or any part thereof, to an alternate ground location provided that (i) the relocation shall be
performed exclusively by Lessee or its agents during the Relocation Period, as defined below, (ii) the
relocation shall not result in any interruption of the communications services provided by Lessee to its
customers, including, but not limited to, Lessee's continuous access, maintenance and operation of
Lessee's equipment, until such time that all tenants, subtenants and sub -licensees that have been permitted
by this Lease are successfully relocated, and (iii) the relocation shall not impair, or in any manner alter,
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the quality of communications services provided by Lessee to its customers on and from the Relocation
Site as defined below.
15.2 To exercise the relocation rights, Lessor shall provide written notice to Lessee
not less than twelve (12) months prior to the relocation date and shall propose an alternate site to which
Lessee may relocate Lessee's equipment ("Alternate Site Location"). Lessee shall have sixty (60) days
from the date of the notice to evaluate the Alternate Site Location, including, but not limited to,
conducting tests to determine the technological feasibility of the Alternate Site Location and obtaining
written approval of all wireless telecommunications providers on the Premises that have been permitted
by this Lease. If Lessee fails to approve the Alternate Site Location in writing within said sixty (60) day
period, Lessee will be deemed to have not approved such Alternate Site Location. If Lessee does not
approve such Alternate Site Location, Lessor may then propose another Alternate Site Location by
providing notice to Lessee in the manner set forth above. Upon Lessee's approval of any proposed
Alternate Site Location, both parties will enter into a written agreement concerning the relocation of
Lessee's equipment ("Relocation Agreement") to the Alternate Site Location ("Relocation Site"). Lessor
shall undertake reasonable efforts to provide an Alternate Site Location acceptable to Lessee. If no
Alternate Site Location is available or if Lessee does not approve an Alternate Site Location, Lessor may,
upon twelve (12) months' written notice, terminate the Lease in accordance with the notice requirements
set forth in the Lease.
15.3 Upon relocation of Lessee's equipment, all references to the Premises in this
Lease shall be deemed to refer to the Relocation Site (including any access and utility easements). The
Relocation Site shall be surveyed by a licensed surveyor at the sole cost of Lessee, in which event such
survey shall replace and supersede the description of the Premises under this Lease. Unless otherwise
provided in the Relocation Agreement or any other written agreement of the Parties, the relocation of
Lessee's equipment shall not affect, alter, modify or otherwise change any of the terms and conditions of
this Lease.
15.4. The "Relocation Period" shall mean that period of time commencing on the date
Lessee has received all required permits and approvals for the Relocation Site and ending ninety (90) days
thereafter. The relocation of Lessee's equipment to the Relocation Site shall be substantially completed
within the Relocation Period, to the extent reasonable feasible.
15.5. Lessee and Lessor shall each be responsible for fifty percent (50%) of the cost of
relocation. Lessor shall have the option to pay its fifty percent (50%) share of the relocation cost to
Lessee either in the form of a cash payment or in the form of Rent abatement as may be applicable.
16. Quiet Enjoyment, Title and Authority. Lessor covenants and warrants to Lessee that
(i) Lessor has full right, power and authority to execute this Lease; (ii) it has title to the Property free and
clear of any liens or mortgages, except those disclosed to Lessee, of record, or which will not interfere
with Lessee's rights to or use of the Premises; and (iii) execution and performance of this Lease will not
violate any laws, ordinances, covenants, or the provisions of any mortgage, lease, or other agreement
binding on Lessor. Lessor covenants that at all times during the term of this Lease, Lessee's quiet
enjoyment of the Premises or any part thereof shall not be disturbed as long as Lessee is not in default
beyond any applicable grace or cure period.
17. Liens. Throughout the Term, Lessee shall keep the entire Premises free and clear from
all liens and encumbrances. Lessee shall at all times promptly and fully pay and discharge any and all
claims on which any such liens or encumbrances may or could be based, and shall indemnify Lessor
against all such liens or encumbrances, claims of liens or encumbrances, and suits or other procedures that
pertain thereto. Notwithstanding anything to the contrary in this Lease, Lessee shall not have the right to
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execute or sign any document, instrument, or agreement, or to record or cause to be recorded any lien,
encumbrance, or obligation that burdens the Property or Premises without prior written consent from
Lessor, which Lessor may withhold for any or no reason. Lessor retains the right to enter the Premises
and post notices of non -responsibility for any work or materials ordered.
18. Lessor's Waiver. Lessor hereby waives and releases any and all liens, whether statutory
or under common law, with respect to any of Lessee's Property now or hereafter located on the Premises.
19. Mortgages. This Lease, Lessee's leasehold interest and the Easements shall be
subordinate to any mortgage given by Lessor which currently encumbers the Premises, provided that any
mortgagee shall recognize the validity of this Lease in the event of foreclosure. In the event that the
Premises is or shall be encumbered by such a mortgage, Lessor shall obtain and furnish to Lessee a non -
disturbance agreement for each such mortgage, in recordable form. If Lessor fails to provide any non -
disturbance agreement Lessee, may withhold and accrue, without interest, the Rent until such time as
Lessee receives all such documentation.
20. Legal Fees. Within sixty (60) days of the full execution of this Lease, Lessee shall pay
to Lessor a one-time fee of Seven Thousand Five Hundred Dollars and 00/100 ($7,500.00) for the cost of
legal fees expended in the negotiation and drafting of this Lease and related documents.
21. Dispute Resolution.
22.1 Except as otherwise provided in this Lease and excepting claims for injunctive or
declaratory relief or other provisional or equitable provisional relief, any controversy between Lessor and
Lessee arising out of this Lease or breach thereof, is subject to the mediation process described below.
22.2 A meeting will be held promptly between Lessor and Lessee to attempt in good
faith negotiation of a resolution of the dispute. Individuals with decision making authority (or, in the case
of a Lessor which is a public body, the authority to recommend decisions to Lessor's board or legislative
body) will attend the meeting regarding the dispute. If within twenty (20) days after such meeting the
parties have not succeeded in resolving the dispute (subject to approval by Lessor's board or legislative
body), they will, within twenty (20) days thereafter submit the dispute to a mutually acceptable third party
mediator who is acquainted with dispute resolution methods. In the event the parties are unable to
appoint a mutually acceptable mediator, they shall jointly make application to a court with appropriate
jurisdiction in the County of Nevada, California, requesting that the court appoint a mediator. Lessor and
Lessee will participate in good faith in the mediation and in the mediation process. The mediation shall
be non -binding.
22.3 The costs of mediation, including any mediator's fees, and costs for the use of the
facilities during the meetings, shall be borne equally by Lessor and Lessee. Each party's costs and
expenses will be borne by the party incurring them.
22.4 If the dispute is not resolved by mediation, then either party may initiate
litigation.
23. Consent to Assignment. This Lease evidences consent of Lessor required under Section
14 of the Original Lease for the assignment of the Lease from New Cingular Wireless PCS, LLC to
NCWPCS MPL 28 - Year Sites Tower Holdings LLC. Additionally, Lessor hereby consents to the sublease
between Lessee and CCATT LLC. Lessor acknowledges that an AT&T entity will continue to maintain and
operate its communications equipment on the Premises without additional usage fees, including revenue
sharing or similar collocation based fees, under the terms of the Lease.
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24. Deletion of Original Lease. Lessor and Lessee agree that effective as of November 1,
2015, the Original Lease is hereby amended by deleting it in its entirety and restating the Original Lease as
provided for in this Lease.
25. Right of First Refusal. If Lessor receives an offer from any person or entity, other than a
governmental entity, that owns towers or other wireless telecommunications facilities (or is in the
business of acquiring Lessor's interest in the Lease) to purchase fee title, an easement, a lease, a license,
or any other interest in the Property, or Lessor's interest in the Lease, or an option for any of the
foregoing, Lessor shall provide written notice to Lessee of said offer, and Lessee shall have a right of first
refusal to acquire such interest on the same terms and conditions in the offer, excluding any terms or
conditions which are (i) not imposed in good faith or (ii) directly or indirectly designed to defeat or
undermine Lessee's possessory or economic interest in the Property. If Lessor's notice covers portions of
Lessor's parent parcel beyond the Property, Lessee may elect to acquire an interest in only the Property,
and the consideration shall be pro -rated on an acreage basis. Lessor's notice shall include the prospective
buyer's name, the purchase price and/or other consideration being offered, the other terms and conditions
of the offer, the due diligence period, the proposed closing date and, if a portion of Lessor's parent parcel
is to be sold, leased or otherwise conveyed, a description of said portion. If the Lessor's notice shall
provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be
extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier
than fifteen days thereafter. If Lessee does not exercise its right of first refusal by written notice to Lessor
given within thirty (30) days, Lessor may convey the property as described in the Lessor's notice. If
Lessee declines to exercise its right of first refusal, then the Lease shall continue in full force and effect
and Lessee's right of first refusal shall survive any such conveyance. Lessee shall have the right, at its
sole discretion, to assign the right of first refusal to any person or entity, either separate from an
assignment of the Lease or as part of an assignment of the Lease. Such assignment may occur either prior
to or after Lessee's receipt of Lessor's notice and the assignment shall be effective upon written notice to
Lessor.
26. Removal of Obstructions. Lessee has the right to remove obstructions from the
Property, including but not limited to vegetation, which may encroach upon, interfere with or present a
hazard to Lessee's use of the Premises or the Easements. Lessee shall dispose of any materials removed.
Lessee shall seek prior written consent from Lessor, which consent shall be unreasonably withheld,
conditioned or delayed, and shall provide documentation of any required permits before engaging in any
such removal that may require approval of any governmental agency.
27. Sale of Property. If Lessor sells all or part of the Property, of which the Premises is a
part then such sale shall be under and subject to this Lease.
28. Limitation of Damaues. In no event shall either party be liable to the other party for
consequential, indirect, speculative or punitive damages in connection with or arising from this Lease, or
the use of the Premises or Easements.
29. Miscellaneous.
29.1 Recordation. Lessor acknowledges that a memorandum of this Lease in the form
of Exhibit "E" attached hereto and made a part hereof, may be recorded by Lessee, at its sole cost and
expense, in the official records of the County of Nevada. Lessor agrees to promptly execute such
memorandum at the request of Lessee.
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29.2 Entire Agreement. This Lease, including the recitals, constitutes the entire
agreement and understanding between the Parties, and supersedes all offers, negotiations and other
agreements concerning the subject matter contained herein. Any amendments to this Lease must be in
writing and executed by both Parties.
29.3 Captions. The captions preceding the Sections of this Lease are intended only for
convenience of reference and in no way define, limit or describe the scope of this Lease or the intent of
any provision hereof.
29.4 Construction of Document. Lessor and Lessee acknowledge that this document
shall not be construed in favor of or against the drafter by virtue of said party being the drafter and that
this Lease shall not be construed as a binding offer until signed by Lessee.
29.5 Waiver. All rights and obligations created under this Lease shall survive any
attempt, other than through a valid amendment to remove or modify them. No action or failure to act by
either Party, other than the execution of a valid written amendment, may waive any right or obligation to
subsequently act, refrain from acting, or command the action or inaction of the other Party, as applicable,
as provided within this Lease.
29.6. Partial Invalidity. If any term of this Lease is found to be void or invalid, then
such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and
effect.
29.7. Authority. Each Party to this Lease represents, warrants and acknowledges that it
has all power and authority to execute and deliver this Lease.
29.8 Successors and Assigns. This Lease and the easements granted herein shall run
with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors,
personal representatives and assigns.
29.9 Governing LawNenue. This Lease shall be governed by the laws of the State of
California, and venue for any action or claim arising out of or connected with this Lease shall reside
exclusively in the County of Nevada.
29.10 Attorneys' Fees. If any action is brought by any party to this Lease in respect of
its rights under this Lease, the prevailing party shall be entitled to reasonable attorneys' fees and court
costs as determined by the court.
29.11. Survival. All obligations of the Parties hereunder not fully performed as of the
completion or termination of this Lease shall survive such completion or termination, including without
limitation, Lessee's payment obligations and obligations concerning the condition of the Premises.
29.12 Force Majeure. Whenever a day or a period of time is appointed to do or
complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a
period of time equal to the number of days on or during which such Party is prevented from or is
unreasonably interfered with, the doing or completion of such act, matter or thing because of labor
disputes, civil commotion, war, warlike operation, sabotage, governmental regulations or control, fire or
other casualty inability to obtain any materials or to obtain electricity or energy, weather or other acts of
God, or other causes beyond such Party's reasonable control (financial inability excepted); provided,
however, that except as expressly set forth herein, this subsection shall not excuse Lessee from the
payment of Rent and any other such monies due to Lessor as required hereunder.
{00629304.DOC 3 }Site Name: West Truckee 14
Business Unit #: 845868
Attachment 1
29.13 Exhibits. All exhibits referenced in this Lease and attached hereto are made a
part hereof and reincorporated herein by reference. In the event of a conflict between the terms and
conditions of this Lease and those of any exhibits attached hereto, the words of this Lease shall prevail.
All exhibits attached hereto shall be initialed by authorized persons acting on behalf each Party.
29.14 IRS Form W-9. Lessor agrees to provide Lessee with a completed IRS Form W-
9, or its equivalent, upon execution of this Lease and at such other times as may be reasonably requested
by Lessee. In the event the Property is transferred, the succeeding Lessor shall have a duty at the time of
such transfer to provide Lessee with a completed IRS Form W-9, or its equivalent, and other related paper
work to effect a transfer in the rent to the new Lessor. Lessor's failure to provide the IRS Form W-9
within thirty (30) days after Lessee's request shall be considered a default and Lessee may take any
reasonable action necessary to comply with IRS regulations including, but not limited to, withholding
applicable taxes from the Rent.
LESSOR:
TRUCKEE DONNER PUBLIC UTILITY
DISTRICT,
a California special district,
By:
Print Name:
Title:
Dated:
{00629304.DOC 3 }Site Name: West Truckee 15
Business Unit #: 845868
LESSEE:
NCWPCS MPL 28 - YEAR SITES TOWER
HOLDINGS LLC,
a Delaware limited liability company
By: CCATT LLC,
a Delaware limited liability company
Its: Attorney in Fact
By:
Print Name:
Title:
Dated:
Attachment 1
EXHIBIT A
Description of Property
PARENT PARCEL DESCRIPTION:
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF NEVADA,
CITY OF TRUCKEE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL A
A PART OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 17 NORTH, RANGE 16
EAST, MOUNT DIABLO BASE AND MERIDIAN, LYING EAST OF THE LINE FROM THE
NORTH 1/4 CORNER TO THE SOUTH 1/4 CORNER OF SECTION 16, AND MORE
17:1:710 call) rk19wdb]9104:11:391o7:3.yTOaite1lJb�i
COMMENCING AT A POINT ON THE CENTER OF SECTION LINE FROM THE NORTH 1/4
CORNER OF SECTION 16 AS SHOWN ON PARCEL MAP 91-27 RECORDED IN BOOK 18 OF
PARCEL MAPS, PAGE 115 RECORDED IN NEVADA COUNTY, AND MONUMENTED BY A 2 1/2
INCH ALUMINUM PIPE WITH A 3 1/4 INCH ALUMINUM CAP MARKED AS THE 1/4 CORNER
OF SECTION 9 AND SECTION 16 AND TAGGED L.S. 5549 TO THE SOUTH 1/4 CORNER OF
SECTION 16 AS SHOWN ON PARCEL MAP 89-67 RECORDED IN BOOK 18 OF PARCEL MAPS
AT PAGE 32 RECORDED IN NEVADA COUNTY, AND MONUMENTED BY A 3 1/4 INCH
ALUMINUM DISK MARKED AS THE SOUTH 1/4 CORNER OF SECTION 16 AND IDENTIFIED
AS SE BY THE U.S. DEPARTMENT OF INTERIOR, SAID LINE BEING THE NORTH SOUTH
CENTER OF SECTION LINE FROM WHICH POINT OF COMMENCEMENT THE NORTH 1/4
CORNER OF SECTION 16 BEARS NORTH 010 05' 21" WEST, 328.39 FEET; THENCE FROM SAID
POINT OF COMMENCEMENT NORTH 890 28' 05" EAST, 180.00 FEET; THENCE NORTH OF 010
05' 21" WEST, 215.00 FEET; THENCE SOUTH 89' 28' 05" WEST, 180.00 FEET MORE OR LESS TO
THE CENTER OF SECTION LINE; THENCE SOUTH 01' 05' 21" EAST, 215 FEET TO THE POINT
OF COMMENCEMENT.
PARCEL B
A PART OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 17 NORTH, RANGE 16
EAST MOUNT DIABLO BASE AND MERIDIAN, LYING EAST OF THE LINE FROM THE NORTH
1/4 CORNER TO THE SOUTH 1/4 CORNER OF SECTION 16, AND MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT A PONT ON THE CENTER OF SECTION LINE FROM THE NORTH 1/4
CORNER OF SECTION 16 AS SHOWN ON PARCEL MAP 91-27 RECORDED IN BOOK 18 OF
PARCEL MAPS, PAGE 115 RECORDED IN NEVADA COUNTY, AND MONUMENTED BY A 2 1/2
INCH ALUMINUM PIPE WITH A 3 1/4 INCH ALUMINUM CAP MARKED AS THE 1/4 CORNER
OF SECTION 9, AND SECTION 16 AND TAGGED L.S. 5549, TO THE SOUTH 1/4 CORNER
SECTION 16 AS SHOWN ON PARCEL MAP 89-67 RECORDED IN BOOK 18 OF PARCEL MAPS
AT PAGE 32 RECORDED IN BOOK 18 OF PARCEL MAPS AT PAGE 32 RECORDED IN NEVADA
COUNTY, AND MONUMENTED BY A 3 1/4 INCH ALUMINUM DISK MARKED AS THE SOUTH
1/4 CORNER OF SECTION 16 AND IDENTIFIED AS SET BY THE U.S. DEPARTMENT OF
INTERIOR, SAID LINE BEING THE NORTH SOUTH CENTER OF SECTION LINE FROM WHICH
POINT OF COMMENCEMENT THE NORTH 1/4 CORNER & SECTION 16 BEARS NORTH
01°05'21" WEST, 557.39 FEET; THENCE FROM SAID PONT OF COMMENCEMENT NORTH
89°28'05" EAST, 20.00 FEET; THENCE NORTH 01°05'21" WEST 179.00 FEET; THENCE NORTH
89°28'05" EAST, 160.00 FEET THENCE NORTH 01°05'21" WEST 50 FEET THENCE SOUTH
89°28'05" WEST, 180 FEET MORE OR LESS TO THE CENTER OF SECTION LINE THENCE
{00629304.DOC 3 }Site Name: West Truckee 16
Business Unit #: 845868
Attachment 1
SOUTH 01005'21" EAST 229.0 FEET ALONG THE CENTER OF SECTION LINE TO THE POINT
OF COMMENCEMENT.
PARCEL ID #18-570-61-000
Lessor makes no warranties or representations, express or implied, regarding Lessor's right to grant
Lessee access to use those portions of the access route across Parcel B not owned by Lessor.
{00629304.DOC 3 }Site Name: West Truckee 17
Business Unit #: 845868
Attachment 1
EXHIBIT B
Description of Premises
BEING A PORTION OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 17 NORTH,
RANGE 16 EAST, MOUNT DIABLO MERIDIAN, COUNTY OF NEVADA, STATE OF
CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT A 3/4" REBAR W/CAP MARKED RCE 32239, AS SHOWN ON THAT
CERTAIN RECORD OF SURVEY MAP RECORDED JULY 17, 1995 IN BOOK I OF SURVEYS,
PAGE 251, NEVADA COUNTY RECORDS, SAID 3/4" REBAR MARKING THE NORTHEAST
CORNER OF THE PARCEL OF LAND GRANTED TO THE TRUCKEE DONNER PUBLIC UTILITY
DISTRICT PER INSTRUMENT NUMBER 95-05913, THENCE ALONG THE EAST LINE OF SAID
TRUCKEE DONNER PUBLIC UTILITY DISTRICT'S PARCEL, S 01°05'21" E, A DISTANCE OF
169.86 FEET; THENCE LEAVING SAID EAST LINE, S 88°54'39" W, A DISTANCE OF 67.36 FEET
TO THE TRUE POINT OF BEGINNING;
THENCE S 32017'50" E, A DISTANCE OF 25.25 FEET;
THENCE S 5701 F31" W, A DISTANCE OF 25.15 FEET;
THENCE S 32036'13" E, A DISTANCE OF 11.31 FEET TO A POINT ON THE SOUTH LINE OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT'S PARCEL;
THENCE S 89028'05" W, ALONG SAID SOUTH LINE, A DISTANCE OF 37.53 FEET;
THENCE N 32017'50" W, A DISTANCE OF 17.03 FEET;
THENCE N 57042'10" E, A DISTANCE OF 57.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 1,495 SQUARE FEET (0.034 ACRES), MORE OR LESS.
{00629304.DOC 3 }Site Name: West Truckee 18
Business Unit #: 845868
Attachment 1
{00629304.DOC 3 1 Site Name: West Truckee 19
Business Unit #: 845868
Attachment 1
EXHIBIT C
Description of Facilities — Equipment List
Tower Mounted Equipment
AT&T:
• (4) Antennas
• (6) TMA's
• (6) TMS'
• (2) RRU's
• (1) Raycap
• (1) Microwave
• (4) ODU's
• Associated cables/coax/cable trays
T-Mobile:
• (9) Antennas
• (6) TMA's
• Associated cables/coax/cable trays
Verizon:
• (6) Antennas with associated mounts
• (6) RRU's
• (2) Raycaps
• Associated cables/coax/cable trays
Ground Mounted Equipment
AT&T:
• 12' x 20' AT&T equipment shelter with associated indoor equipment
• GPS Antennas mounted to equipment shelter
• (2) Utility H-frame with attached boxes
• Associated utility boxes/vaults
• Associated cables/coax/cable trays
• Water tank and pump for landscape irrigation
{00629304.130C 3 }Site Name: West Truckee 20
Business Unit #: 845868
Attachment 1
Verizon:
• 8' x I - 3" Raised equipment platform
• (2) Outdoor platform mounted cabinets
• GPS Antennas mounted to outdoor cabinets
• (1) H-frame with attached boxes and (1) Appleton plug
• (1) Temporary emergency generator (if needed)
• Associated utility boxes/vaults
• Associated cables/coax/cable trays
Tower Height
One hundred eight feet, eleven inches (108' 11 ")
{00629304.DOC 3 1Site Name: West Truckee 21
Business Unit #: 845868
Attachment 1
EXHIBIT D
Utility Easement and Access Route
ACCESS & UTILITY EASEMENT DESCRIPTION:
A 20.00 FOOT WIDE EASEMENT FOR INGRESS, EGRESS AND UTILITY PURPOSES OVER A
PORTION OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 17 NORTH, RANGE 16
EAST, MOUNT DIABLO BASE AND MERIDIAN, LYING 10.00 FEET ON EACH SIDE OF THE
FOLLOWING DESCRIBED CENTERLINE:
COMMENCING AT A 3/4" REBAR W/CAP MARKED RCE 32239, AS SHOWN ON THAT
CERTAIN RECORD OF SURVEY RECORDED JULY 17, 1995 IN BOOK 11 OF SURVEYS, PAGE
251, NEVADA COUNTY RECORDS, SAID 3/4" REBAR MARKING THE NORTHEAST CORNER
OF THE PARCEL OF LAND GRANTED TO THE TRUCKEE DONNER PUBLIC UTILITY
DISTRICT PER INSTRUMENT NUMBER 95-05913, THENCE ALONG THE EAST LINE OF SAID
TRUCKEE DONNER PUBLIC UTILITY DISTRICT'S PARCEL, S 01°05'21" E, A DISTANCE OF
169.86 FEET; THENCE LEAVING SAID EAST LINE, S 88°54'39" W, A DISTANCE OF 67.36 FEET;
THENCE S 57042'10" W, A DISTANCE OF 33.52 FEET TO THE TRUE POINT OF BEGINNING;
THENCE N 3201750" W, A DISTANCE OF 10.00 FEET;
THENCE N 57042'10" E, A DISTANCE OF 42.14 FEET;
THENCE S 35051'13" E, A DISTANCE OF 33.10 FEET TO THE BEGINNING OF A TANGENT
CURVE, CONCAVE NORTHWESTERLY, WITH A RADIUS OF 38.00 FEET;
THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
124004'06", AN ARC DISTANCE OF 82.29 FEET;
THENCE S 88012'54" W, A DISTANCE OF 102.95 FEET TO THE TERMINUS OF THIS
DESCRIPTION.
CONTAINING 5,405 SQUARE FEET (0.124 ACRES), MORE OR LESS.
APN: 18-570-61-000
OWNER(S): TRUCKEE DONNER PUBLIC UTILITY DISTRICT, A CALIFORNIA PUBLIC
AGENCY
DEED REFERENCE: INSTRUMENT NO. 95-05913
APN: NOT PROVIDED
OWNER(S): ROXIE ARCHIE AS TRUSTEE UNDER THE ROXIE ARCHIE TRUST ESTABLISHED
SEPTEMBER 27, 1994 AND AZAD MCIVER, TRUSTEE UNDER THE AZAD MCIVER TRUST
ESTABLISHED SEPTEMBER 27, 1994
DEED REFERENCE: DOCUMENT NO. 96029605
EASEMENT PARCEL PER DOCUMENT NO. 96029606
Lessor makes no warranties or representations, express or implied, regarding Lessor's right to grant
Lessee access to use those portions of the access route across Parcel B not owned by Lessor.
APN 18-570-63-000
{00629304.DOC 3 }Site Name: West Truckee 22
Business Unit #: 845868
Attachment 1
UTILITY EASEMENT DESCRIPTION:
A 5.00 FOOT WIDE EASEMENT FOR UTILITY PURPOSES OVER A PORTION OF THE
NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 17 NORTH, RANGE 16 EAST, MOUNT
DIABLO MERIDIAN, COUNTY OF NEVADA, STATE OF CALIFORNIA, LYING 2.50 FEET ON
EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
COMMENCING AT A 3/4" REBAR W/CAP MARKED RCE 32239, AS SHOWN ON THAT
CERTAIN RECORD OF SURVEY RECORDED JULY 17, 1995 IN BOOK 11 OF SURVEYS, PAGE
251, NEVADA COUNTY RECORDS, SAID 3/4" REBAR MARKING THE NORTHEAST CORNER
OF THE PARCEL OF LAND GRANTED TO THE TRUCKEE DONNER PUBLIC UTILITY
DISTRICT PER INSTRUMENT NUMBER 95-05913, THENCE ALONG THE EAST LINE OF SAID
TRUCKEE DONNER PUBLIC UTILITY DISTRICT'S PARCEL, S 01°05'21" E, A DISTANCE OF
169.86 FEET; THENCE LEAVING SAID EAST LINE, S 88°54'39" W, A DISTANCE OF 67.36 FEET;
THENCE S 32017'50" E, A DISTANCE OF 25.25 FEET; THENCE S 57'1 F31" W, A DISTANCE OF
25.15 FEET; THENCE S 32°36'13" E, A DISTANCE OF 11.31 FEET TO A POINT ON THE SOUTH
LINE OF SAID TRUCKEE DONNER PUBLIC UTILITY DISTRICT'S PARCEL; THENCE S
89°28'05" W, ALONG SAID SOUTH LINE, A DISTANCE OF 4.79 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE S 57051'46" W, A DISTANCE OF 42.17 FEET;
THENCE S 47035'59" W, A DISTANCE OF 31.61 FEET;
THENCE S 88012'54" W, A DISTANCE OF 45.57 FEET TO THE TERMINUS OF THIS
DESCRIPTION.
CONTAINING 597 SQUARE FEET (0.014 ACRES), MORE OR LESS.
APN: 18-570-63-000
OWNER(S): ROXIE ARCHIE AS TRUSTEE UNDER THE ROXIE ARCHIE TRUST ESTABLISHED
SEPTEMBER 27, 1994 AND AZAD MCIVER, TRUSTEE UNDER THE AZAD MCIVER TRUST
ESTABLISHED SEPTEMBER 27, 1994
DEED REFERENCE: DOCUMENT NO. 96029605
EASEMENT PARCEL PER DOCUMENT NO. 96029606
{00629304.DOC 3 }Site Name: West Truckee 23
Business Unit #: 845868
Attachment 1
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{00629304.DOC 3 1 Site Name: West Truckee 24
Business Unit #: 845868
Attachment 1
EXHIBIT E
Memorandum of Lease
(See attached)
{00629304.DOC 3 }Site Name: West Truckee 25
Business Unit #: 845868
Attachment 1
WHEN RECORDED RETURN TO:
Prepared by:
Parker Legal Group, PC
600 West Broadway
Suite 700
San Diego, CA 92101
Space above this line for Recorder's Use
A.P.N. 18-570-61-000 Prior recorded document(s) in Nevada County, California:
Recorded on October 30, 2001 at #2001003907000
MEMORANDUM OF
AMENDED AND RESTATED GROUND LEASE AGREEMENT
This Memorandum of Amended and Restated Ground Lease Agreement
("Memorandum") is made this day of , 2016 by and between TRUCKEE
DONNER PUBLIC UTILITY DISTRICT, a California special district ("Lessor") and NCWPCS
MPL 28 - YEAR SITES TOWER HOLDINGS LLC, a Delaware limited liability company, by
and through CCATT LLC, a Delaware limited liability company, its Attorney in Fact ("Lessee").
1. Lessor and AT&T Wireless Services of California, LLC ("Original Lessee")
entered into a Communications Site Lease Agreement dated as of December 1999 (the "Original
Lease"), a memorandum of which was recorded on October 30, 2001 at Instrument No.
2001003907000, whereby Original Lessee leased certain real property, together with access
route and utility easements, located in Nevada County, California from Lessor (the "Premises"),
all located within certain real property owned by Lessor (the "Property").
{00629304.DOC 3 }
Site Name: West Truckee 1
Business Unit #: 845868
Documentary Transfer Tax $
Computed on full value of property
Computed on full value less liens and
encumbrances remaining at time of sale
Computed on full value of lease surpassing the
35-year term limit
Computed on leased area of the property
Signature of Declarant or agent — Firm Name
Attachment 1
2. Lessor and Lessee agreed to amend the Original Lease by deleting it in its entirety
and restating the Original Lease as provided for in the Lease.
3. Lessor and Lessee have entered into an Amended and Restated Ground Lease
Agreement dated , 2016 (the "Lease"), of which this is a Memorandum, whereby
Lessee leased certain real property, together with an access route and utility easement, located in
Nevada County, California from Lessor (the "Premises"), all located within certain real property
owned by Lessor (the "Property"). The Property, of which the Premises is a part, is more
particularly described on Exhibit A attached hereto.
4. The initial term of the Lease commenced on June 1, 2016 and expires on May 31,
2021, with the right of Lessee to extend the Lease for five (5) additional renewal terms of five
(5) years each.
5. By the Lease, Lessor granted to Lessee a limited right of first refusal to purchase
all, or a portion, of the Site, the details of which are set forth in the Lease.
6. In the event of any inconsistency between this Memorandum and the Lease, the
Lease shall control.
7. The terms, covenants and provisions of the Lease shall extend to and be binding
upon the respective executors, administrators, heirs, successors and assigns of Lessor and Lessee.
8. This Memorandum does not contain the social security number of any person.
9. A copy of the Lease is on file with Lessor and Lessee.
[Execution Pages Follows]
100629304.DOC 3 }Site Name: West Truckee 2
Business Unit #: 845868
Attachment 1
IN WITNESS WHEREOF, hereunto and to duplicates hereof, Lessor and Lessee have
caused this Memorandum to be duly executed on the day and year first written above.
LESSOR:
TRUCKEE DONNER PUBLIC UTILITY
DISTRICT,
a California special district
By:
Print Name:
Title:
[Acknowledgment Appears on Following Page]
100629304.DOC 3 }Site Name: West Truckee
Business Unit #: 845868
Attachment 1
LESSOR ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On _
Public,
ss.
before me, , Notary
personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
SIGNATURE OF NOTARY PUBLIC
(Seal)
[Lessor Execution Page Follows]
100629304.DOC 3 }Site Name: West Truckee 4
Business Unit #: 845868
Attachment 1
LESSEE:
NCWPCS MPL 28 - YEAR SITES TOWER
HOLDINGS LLC,
a Delaware limited liability company,
By: CCATT LLC,
a Delaware limited liability company
Its: Attorney in Fact
By:
Print Name:
Title:
[Acknowledgment Appears on Following Page]
100629304.DOC 3 }Site Name: West Truckee
Business Unit #: 845868
Attachment 1
LESSEE ACKNOWLEDGMENT
STATE OF
COUNTY OF
On this day of , 2016 before me (notary
public), personally appeared (print name), who
proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(NOTARY SEAL)
(notary public)
ATTENTION NOTARY: Although the information requested below is OPTIONAL, it
could prevent fraudulent attachment of this certificate to another document.
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW.
Title of Document Type: Memorandum of Amended and Restated Ground Lease
Number of Pages Date of Document
100629304.DOC 3 }Site Name: West Truckee 6
Business Unit #: 845868
Attachment 1
EXHIBIT A
OF MEMORANDUM
(Legal Description of Lessor's Property)
PARENT PARCEL DESCRIPTION:
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF NEVADA,
CITY OF TRUCKEE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL A
A PART OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 17 NORTH, RANGE 16
EAST, MOUNT DIABLO BASE AND MERIDIAN, LYING EAST OF THE LINE FROM THE
NORTH 1/4 CORNER TO THE SOUTH 1/4 CORNER OF SECTION 16, AND MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE CENTER OF SECTION LINE FROM THE NORTH 1/4
CORNER OF SECTION 16 AS SHOWN ON PARCEL MAP 91-27 RECORDED IN BOOK 18 OF
PARCEL MAPS, PAGE 115 RECORDED IN NEVADA COUNTY, AND MONUMENTED BY A 2 1/2
INCH ALUMINUM PIPE WITH A 3 1/4 INCH ALUMINUM CAP MARKED AS THE 1/4 CORNER
OF SECTION 9 AND SECTION 16 AND TAGGED L.S. 5549 TO THE SOUTH 1/4 CORNER OF
SECTION 16 AS SHOWN ON PARCEL MAP 89-67 RECORDED IN BOOK 18 OF PARCEL MAPS
AT PAGE 32 RECORDED IN NEVADA COUNTY, AND MONUMENTED BY A 3 1/4 INCH
ALUMINUM DISK MARKED AS THE SOUTH 1/4 CORNER OF SECTION 16 AND IDENTIFIED
AS SE BY THE U.S. DEPARTMENT OF INTERIOR, SAID LINE BEING THE NORTH SOUTH
CENTER OF SECTION LINE FROM WHICH POINT OF COMMENCEMENT THE NORTH 1/4
CORNER OF SECTION 16 BEARS NORTH 010 05' 21" WEST, 328.39 FEET; THENCE FROM SAID
POINT OF COMMENCEMENT NORTH 890 28' 05" EAST, 180.00 FEET; THENCE NORTH OF 010
05' 21" WEST, 215.00 FEET; THENCE SOUTH 89' 28' 05" WEST, 180.00 FEET MORE OR LESS TO
THE CENTER OF SECTION LINE; THENCE SOUTH 01' 05' 21" EAST, 215 FEET TO THE POINT
OF COMMENCEMENT.
PARCEL B
A PART OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 17 NORTH, RANGE 16
EAST MOUNT DIABLO BASE AND MERIDIAN, LYING EAST OF THE LINE FROM THE NORTH
1/4 CORNER TO THE SOUTH 1/4 CORNER OF SECTION 16, AND MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT A PONT ON THE CENTER OF SECTION LINE FROM THE NORTH 1/4
CORNER OF SECTION 16 AS SHOWN ON PARCEL MAP 91-27 RECORDED IN BOOK 18 OF
PARCEL MAPS, PAGE 115 RECORDED IN NEVADA COUNTY, AND MONUMENTED BY A 2 1/2
INCH ALUMINUM PIPE WITH A 3 1/4 INCH ALUMINUM CAP MARKED AS THE 1/4 CORNER
OF SECTION 9, AND SECTION 16 AND TAGGED L.S. 5549, TO THE SOUTH 1/4 CORNER
SECTION 16 AS SHOWN ON PARCEL MAP 89-67 RECORDED IN BOOK 18 OF PARCEL MAPS
AT PAGE 32 RECORDED IN BOOK 18 OF PARCEL MAPS AT PAGE 32 RECORDED IN NEVADA
COUNTY, AND MONUMENTED BY A 3 1/4 INCH ALUMINUM DISK MARKED AS THE SOUTH
1/4 CORNER OF SECTION 16 AND IDENTIFIED AS SET BY THE U.S. DEPARTMENT OF
INTERIOR, SAID LINE BEING THE NORTH SOUTH CENTER OF SECTION LINE FROM WHICH
POINT OF COMMENCEMENT THE NORTH 1/4 CORNER & SECTION 16 BEARS NORTH
01 °05'21" WEST, 557.39 FEET; THENCE FROM SAID PONT OF COMMENCEMENT NORTH
89°28'05" EAST, 20.00 FEET; THENCE NORTH 01 °05'21" WEST 179.00 FEET; THENCE NORTH
89°28'05" EAST, 160.00 FEET THENCE NORTH 01 °05'21" WEST 50 FEET THENCE SOUTH
100629304.DOC 3 }Site Name: West Truckee
Business Unit #: 845868
Attachment 1
89°28'05" WEST, 180 FEET MORE OR LESS TO THE CENTER OF SECTION LINE THENCE
SOUTH 01005'21" EAST 229.0 FEET ALONG THE CENTER OF SECTION LINE TO THE POINT
OF COMMENCEMENT.
PARCEL ID #18-570-61-000
100629304.DOC 3 }Site Name: West Truckee
Business Unit #: 845868