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TowerCo-Nextel/Cell Tower 05Site: CA-8586A (PGA West) Market: Los Angeles COMMUNICATIONS SITE LEASE AGREEMENT (GROUND) This COMMUNICATIONS SITE LEASE AGREEMENT ("Agreement") is dated as of - 2005, by NEXTEL OF CALIFORNIA, INC., a Delaware corporation, d/b/a Nextel Communications ("Nextel" or "Tenant') and CITY OF LA QUINTA, a municipal corporation ( "Owner" or "Landlord"). For One Dollar ($1.00) paid to Owner, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Premises. Owner owns a parcel of land ("Land") located in the City of La Quinta, County of Riverside, State of California, commonly known as 54001 Madison Street, La Quinta, CA 92253 (APN: 775-100-004). The Land is more particularly described in Exhibit A annexed hereto. Subject to the provisions of Paragraph 2 below ("Effective Date/Due Diligence Period"), Owner hereby leases to Nextel and Nextel leases from Owner: (i) approximately six hundred (600) square feet of the Land for the equipment shelter, (ii) approximately two hundred (200) square feet of the Land for the monopole, and (iii) all access and utility easements necessary or desirable therefor ("Premises"), as may be described generally in Exhibit B annexed hereto. 2. Effective Date/Due Diligence Period. This Agreement shall be effective on the date of full execution hereof ("Effective Date"). Beginning on the Effective Date and continuing until the Term Commencement Date as defined in Paragraph 3 below ("Due Diligence Period"), Nextel shall only be permitted to enter the Land for the limited purpose of making appropriate engineering and boundary surveys, inspections, and other reasonably necessary investigations and signal, topographical, geotechnical, structural and environmental tests (collectively, "Investigations and Tests") that Nextel may deem necessary or desirable to determine the physical condition, feasibility and suitability of the Premises. In the event that Nextel determines, during the Due Diligence Period, that the Premises are not appropriate for Nextel's intended use, or if for any other reason, or no reason, Nextel decides not to commence its tenancy of the Premises, then Nextel shall have the right to terminate this Agreement without penalty upon written notice to Owner at any time during the Due Diligence Period and prior to the Term Commencement Date. Owner and Nextel expressly acknowledge and agree that Nextel's access to the Land during this Due Diligence Period shall be solely for the limited purpose of performing the Investigations and Tests, and that Nextel shall not be considered an owner or operator of any portion of the Land, and shall have no ownership or control of any portion of the Land (except as expressly provided in this Paragraph 2), prior to the Term Commencement Date. 3. Term. The term of Nextel's tenancy hereunder shall commence upon the issuance of a building permit for the Tenant Facilities (as defined in Paragraph 6(a) below) or twelve (12) months following the Effective Date, whichever first occurs ("Term Commencement Date") and shall terminate on the fifth anniversary of the Term Commencement Date ("Term") unless otherwise terminated as provided herein. Tenant shall have the right to extend the Term for four (4) successive five (5) year periods ("Renewal Terms") on the same terms and conditions as set forth herein. This Agreement shall automatically be extended for each successive Renewal Term unless Tenant notifies Landlord of its intention not to renew at least ninety (90) days before the date the Term or Renewal Term, as the case may be, would otherwise end. The Term and all Renewal Terms are collectively referred to hereafter as the "Agreement Term." 4. Rent. Site: CA-8586A (PGA West) Market: Los Angeles (a) Within fifteen (15) business days following the Term Commencement Date and on the first day of each month thereafter, Tenant shall pay to Landlord as rent One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) per month ("Rent'). Rent for any fractional month at the beginning or at the end of the Agreement Term shall be prorated. Rent shall be payable to Landlord by check, money order, or certified check to City of La Quinta, 78-495 Calle Tampico, La Quinta, CA 92253; Attention: City Treasurer. All of Tenant's monetary obligations set forth in this Agreement are conditioned upon Tenant's receipt of an executed W-9 Form from Landlord. (b) Rent shall increase on each anniversary of the Term Commencement Date by an amount equal to three percent (3%) of the Rent then in effect for the previous year. (c) As additional consideration, within thirty (30) days after the Term Commencement Date, Tenant shall pay to Landlord a one time signing bonus of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00). (d) Prior to the Term Commencement Date, Tenant shall furnish or cause to be furnished to Landlord a good and sufficient bond, in the form and from an entity approved by the City Attorney, entitled Performance Bond in the amount of Fifty Thousand and 00/100 Dollars ($50,000.00), or such other comparable security instrument as approved by the City Attorney, securing the faithful performance by Tenant of all the terms and conditions of this Agreement. 5. Use. From and after the Term Commencement Date, the Premises may be used by Tenant for the construction, operation and maintenance of the Tenant Facilities. Tenant shall have the ongoing right to perform such Investigations and Tests as Tenant may deem necessary or desirable to construct, operate and maintain the Tenant Facilities. Landlord agrees to make reasonable efforts to cooperate with Tenant, at Tenant's expense, in making application for and obtaining all licenses, permits and any and all other necessary approvals that may be required for Tenant's operation of the Tenant Facilities on the Premises. 6. Facilities; Utilities; Access. (a) Tenant has the right to construct, erect, maintain, replace, remove, operate and upgrade on the Premises communications facilities, including without limitation an antenna tower or pole, with up to six (6) antennae, and foundation, underground utility lines, transmission lines, air conditioned equipment shelter(s), electronic equipment, transmitting and receiving antennas, a standby power generator and generator pad, supporting equipment and structures therefor ("Tenant Facilities"). In connection therewith, Tenant has the right to do all work necessary to prepare, maintain and alter the Premises for Tenant's business operations and to install transmission lines connecting the antennas to the transmitters and receivers. All of Tenant's construction and installation work shall be performed at Tenant's sole cost and expense and in a good and workmanlike manner. Tenant shall hold title to the Tenant Facilities and all of the Tenant Facilities shall remain Tenant's personal property and are not fixtures. Tenant has the right to remove the Tenant Facilities at its sole expense on or before the expiration or earlier termination of this Agreement, and Tenant shall, at its sole cost and expense, repair any damage to the Premises caused by such removal. Upon the expiration or earlier termination of this Agreement, Tenant shall, at its sole cost and expense remove the Tenant Facilities from the Land and restore the Premises to its original condition, wear and tear excepted, within sixty (60) days following the expiration or termination of this Agreement, but Tenant is not required to remove any foundation more than three (3) feet below grade level. (b) Prior to commencement of construction of the Tenant Facilities and prior to any substantial alteration or modification to the Tenant Facilities (excluding routine maintenance, repairs, the like -kind replacement of the Tenant Facilities, or any modifications to the interior of the 2 Site: CA-8586A (PGA West) Market: Los Angeles equipment shelter or items housed therein), Tenant shall submit copies of the site plan and specifications (collectively, "Plans") to Landlord for prior approval, which approval will not be unreasonably withheld, conditioned, or delayed. Landlord shall give such approval or provide Nextel with its requests for changes within ten (10) business days of Landlord's receipt of the Plans. If Landlord does not provide such approval or request for changes within such ten (10) business day period, Landlord shall be deemed to have approved the Plans. Landlord shall not be entitled to receive any additional consideration in exchange for reviewing or giving its approval for the Plans; provided, however, Tenant shall pay for all applicable engineering plan check and permitting fees associated with construction, addition, alteration or modification of the Tenant Facilities. (c) Tenant shall pay for the utilities it consumes in its operations at the rate charged by the servicing utility company. Tenant shall obtain separate utility service from any utility company that will provide service to the Land. Tenant shall design its utility runs to be underground unless otherwise required by the servicing utility company. If above ground utility runs are required by a servicing utility company, Tenant must request and obtain approval of the design of the above ground utility from Landlord, which consent shall not be unreasonably withheld. Landlord agrees to sign such documents or easements as may be required by said utility companies to provide such service to the Premises, including the grant to Tenant or to the servicing utility company at no cost to the Tenant, of an easement in, over across or through the Land as required by such servicing utility company to provide utility services to Tenant as provided herein. Any easement necessary for such power or other utilities will be at a location acceptable to Landlord and the servicing utility company. (d) Tenant, Tenant's employees, agents and contractors shall have access to the Premises without notice to Landlord twenty-four (24) hours a day, seven (7) days a week, at no charge. For the Agreement Term, Landlord grants to Tenant, and Tenant's agents, employees, contractors, guests and invitees, a non-exclusive right and easement for pedestrian and vehicular ingress and egress across the Land as may be described generally in Exhibit B. (e) Landlord shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times under normal weather conditions. Landlord shall be responsible for maintaining and repairing such roadways, at its sole expense, except for any damage caused by Tenant's use of such roadways, which damage shall be repaired at Tenant's sole expense. Notwithstanding the foregoing, Tenant may construct an access road to the Premises ("Access. Road'), across the Land as more fully described in Exhibit B, if such Access Road is reasonably necessary for Tenant's ingress to and egress from the Premises. Tenant shall be responsible for maintaining and repairing such Access Road until the expiration or earlier termination of this Agreement, at its sole expense, less reasonable wear and tear or loss caused by other casualty or cause beyond Tenant's control. Landlord shall be responsible for any damages to the Access Road caused by Landlord, or Landlord's agents, employees, licensees, invitees or contractors, use of the Access Road, and shall be responsible for maintaining and repairing the Access Road from and after the expiration or earlier termination of this Agreement, which costs shall be Landlord's sole responsibility. (f) Prior to commencing construction of the Tenant Facilities, Landlord and Tenant shall meet to discuss the locations of the existing underground utilities and irrigation in order to minimize any accidental contact therewith. In the event Tenant damages said utilities and/or irrigation, Tenant shall cause them to be repaired at Tenant's sole cost and expense, and to Landlord's reasonable satisfaction. Site: CA-8586A (PGA West) Market: Los Angeles 7. Interference. (a) Tenant shall operate the Tenant Facilities in compliance with all Federal Communications Commission ("FCC') requirements and in a manner that will not cause interference to Landlord or other lessees or licensees of the Land, provided that any such installations predate that of the Tenant Facilities. Tenant's failure to comply with this paragraph shall be a material breach of this Agreement. (b) Subsequent to the installation of the Tenant Facilities, Landlord will not, and will not permit its lessees or licensees to, install new equipment on or make any alterations to the Land or property contiguous thereto owned or controlled by Landlord, if such modifications will cause interference with Tenant's operation of the Tenant Facilities. In the event interference occurs, Landlord agrees to use best efforts to eliminate such interference in a reasonable time period. Landlord's failure to comply with this paragraph shall be a material breach of this Agreement. 8. Taxes. Landlord acknowledges that: (i) the Tenant Facilities are deemed personal property and (ii) Tenant pays all personal property taxes on the Tenant Facilities directly to the State of California. In the event Landlord's real property taxes on the Land are increased as a direct result of the presence of the Tenant Facilities thereon, Tenant shall reimburse Landlord for such increase, provided that Landlord cooperates with Tenant, at Tenant's sole cost and expense, in filing an appeal against such increase. Landlord shall not be entitled to any additional consideration for giving its cooperation. Additionally, Tenant shall be entitled to keep all amounts recovered from such appeal. g. Waiver of Landlord's Lien. (a) Landlord waives any lien rights it may have concerning the Tenant Facilities, all of which are deemed Tenant's personal property and not fixtures, and Tenant has the right to remove the same at any time without Landlord's consent. Tenant shall, at its sole cost and expense, repair any and all damage to the Premises and/or to the Land caused by such removal. (b) Landlord acknowledges that Tenant has entered into a financing arrangement including promissory notes and financial and security agreements for the financing of the Tenant Facilities ("Collateraf') with a third party financing entity (and may in the future enter into additional financing arrangements with other financing entities). In connection therewith, Landlord (i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures or otherwise; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or to become due and that such Collateral may be removed by Tenant's lenders at any time without recourse to legal proceedings. Tenant shall, at its sole cost and expense, repair any and all damage to the Premises and/or to the Land caused by such removal. 10. Termination by Tenant. (a) Except as otherwise set forth herein, this Agreement may be terminated by Tenant on thirty (30) days prior written notice without further liability as follows: (i) if Tenant does not obtain, after use of all good faith efforts, any license, permit or other approval necessary for the construction and operation of the Tenant Facilities; or (ii) if Tenant, through no fault of its own, is unable to occupy and utilize the Premises due to an action of the FCC, including without limitation, a take back of channels or change in frequencies; or (iii) if any environmental report for the Land Site: CA-8586A (PGA West) Market: Los Angeles conducted after the Term Commencement Date reveals the presence of any Hazardous Material (as defined in Paragraph 18(c) below) on the Land (including the Premises) which were not placed on the Land (including the Premises) by Tenant; or (iv) if Tenant determines that the Premises are not appropriate for its operations for technological reasons, including, without limitation, signal interference; (v) if Landlord fails to deliver to Tenant within thirty (30) days of the Term Commencement Date an executed memorandum of agreement in a form substantially similar to that appearing in Exhibit C to this Agreement. (b) So long as Landlord complies with its interference obligations under Paragraph 7(b) above, if Tenant terminates this Agreement pursuant to Paragraph 10(a)(iv) above at any time during the first five (5) years after the Term Commencement Date, Tenant shall pay to Landlord as a termination fee six (6) months' worth of the Rent then in effect. 11. Destruction or Condemnation. If the Premises or Tenant Facilities are damaged, destroyed, condemned or transferred in lieu of condemnation, Tenant may elect to terminate this Agreement as of the date of the damage, destruction, condemnation or transfer in lieu of condemnation by giving notice to Landlord no more than forty-five (45) days following the date of such damage, destruction, condemnation or transfer in lieu of condemnation. If Tenant chooses not to terminate this Agreement, Rent shall be reduced or abated in proportion to the actual reduction or abatement of use of the Premises. Tenant acknowledges and agrees that nothing in this Agreement in any way limits Landlord's authority in its municipal capacity to exercise the power of Eminent Domain to take real property, including the leasehold interest granted hereby, for a public purpose, provided Landlord complies with the provisions set forth in all California statutory and case law governing Eminent Domain. 12. Insurance. (a) Tenant, at Tenant's sole cost and expense, shall procure and maintain on the Premises and on the Tenant Facilities, bodily injury and property damage insurance with a combined single limit of at least One Million and 00/100 Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against all liability of Tenant, its employees and agents arising out of or in connection with Tenant's use, disuse, occupancy and maintenance of the Premises and all improvements located thereon. Landlord shall be named as an additional insured on Tenant's policy. Within thirty (30) days following the Effective Date, Tenant may, at its option, (i) provide Landlord with a certificate of insurance ("COF) evidencing the coverage required by this Paragraph 12, or (ii) electronically provide Landlord with a memorandum of insurance ("MOI") evidencing the coverage required by this Paragraph 12(a). In the event Tenant elects to provide Landlord with a MCI, Tenant shall provide Landlord with a uniform resource locator ("URL") link to Tenant's MOI web site, which is currently http://www.marsh.com/moi?client=3424. (b) Landlord, at Landlord's sole cost and expense, shall procure and maintain on the Land, bodily injury and property damage insurance with a combined single limit of at least One Million and 00/100 Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against all liability of Landlord, its employees and agents arising out of or in connection with Landlord's use, disuse, occupancy and maintenance of the Land and all improvements located thereon. 13. Waiver of Subrogation. Landlord and Tenant release each other and their respective principals, employees, representatives and agents, from any claims for damage to any Site: CA-8586A (PGA West) Market: Los Angeles person or to the Land or the Premises or to the Tenant Facilities or any other property thereon caused by, or that result from, risks insured against under any insurance policies carried by the parties and in force at the time of any such damage. Landlord and Tenant shall cause each insurance policy obtained by them to provide that the insurance company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any policy. Neither Landlord nor Tenant shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by Paragraph 12. 14. Liability and Indemnity. Landlord and Tenant shall each indemnify, defend and hold the other harmless from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' and consultants' fees, costs and expenses) (collectively "Losses") arising from the indemnifying party's breach of any term or condition of this Agreement or from the negligence or willful misconduct of the indemnifying party's agents, employees or contractors in or about the Land. The duties described in this Paragraph 14 shall apply as of the Effective Date of this Agreement and survive the termination of this Agreement. 15. Assignment. Tenant may assign this Agreement; provided, however, that said assignment shall be in its entirety, and further provided that such assignment be evidenced by written notice to Landlord within a reasonable time thereafter. Said assignment shall require that the assignee assume all of Tenant's obligations herein. Upon assignment, Tenant shall be relieved of all future performance liabilities and obligations under this Agreement. Landlord may assign this Agreement, which assignment may be evidenced by written notice to Tenant within a reasonable period of time thereafter, provided that the assignee assumes all of Landlord's obligations herein, including but not limited to, those set forth in Paragraph 9 ("Waiver of Landlord's Lien") above. This Agreement shall run with the Land and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, heirs and assigns. Notwithstanding anything to the contrary contained in this Agreement, Tenant may assign, mortgage, pledge, hypothecate or otherwise transfer without notice or consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Tenant (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 16. Warranties and Quiet Enjoyment. (a) Landlord warrants that: (i) Landlord owns the Land in fee simple and has rights of access thereto; and (ii) to the best of Landlord's actual knowledge without investigation or inquiry, the Land is free and clear of all liens, encumbrances and restrictions which would effect Tenant's use of the Premises as contemplated in this Agreement except those of record as of the Effective Date. (b) Landlord covenants and agrees with Tenant that Tenant may peacefully and quietly enjoy the Premises, provided that Tenant is not in default hereunder after notice and expiration of all cure periods. 17. Repairs. Tenant shall repair any damage to the Premises or Land caused by the negligence or willful misconduct of Tenant. Except as set forth in Paragraph 6(a) above, upon expiration or termination hereof, Tenant, at its sole cost and expense, shall repair the Premises to substantially the condition in which it existed upon start of construction, reasonable wear and tear and loss by casualty or other causes beyond Tenant's control excepted. 6 Site: CA-8586A (PGA West) Market: Los Angeles 18. Hazardous Material. (a) As of the Effective Date of this Agreement: (1) Tenant hereby represents and warrants that it shall not use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon or affecting the Land in violation of any Environmental Law (as defined below), and (2) Landlord hereby represents and warrants that (i) it has no knowledge of the presence of any Hazardous Material located in, on, under, upon or affecting the Land in violation of any Environmental Law; (ii) no notice has been received by or on behalf of Landlord from, and Landlord has no knowledge that notice has been given to any predecessor owner or operator of the Land by, any governmental entity or any person or entity claiming any violation of, or requiring compliance with any Environmental Law for any environmental damage in, on, under, upon or affecting the Land; and (iii) it will not permit itself or any third party to use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon, or affecting the Land in violation of any Environmental Law. (b) Without limitation of Paragraph 14, Landlord and Tenant shall each indemnify, defend and hold the other harmless from and against all Losses arising from (i) any breach of any representation or warranty made in this Paragraph 18 by such party; and/or (ii) environmental conditions or noncompliance with any Environmental Law (as defined below) that result, in the case of Tenant, from operations in or about the Land by Tenant or Tenant's agents, employees or contractors, and in the case of Landlord, from the ownership or control of, or operations in or about the Land by Landlord or Landlord's predecessors -in -interest, and their respective agents, employees, contractors, tenants, guests or other parties. The duties described in this Paragraph 18 shall apply as of the Effective Date of this Agreement and survive termination of this Agreement. (c) "Hazardous Material' means any solid, gaseous or liquid wastes (including hazardous wastes), any regulated substances, pollutants or contaminants or terms of similar import, as such terms are defined in any Environmental Law, and shall include, without limitation, any petroleum or petroleum products or by-products, flammable explosives, radioactive materials, asbestos in any form, polychlorinated biphenyls and any other substance or material which constitutes a threat to health, safety, property or the environment or which has been or is in the future determined by any governmental entity to be prohibited, limited or regulated by any Environmental Law. (d) "Environmental LaW' means any and all federal, state or local laws, rules, regulations, codes, ordinances, or by-laws, and any judicial or administrative interpretations thereof, including orders, decrees, judgments, rulings, directives or notices of violation, that create duties, obligations or liabilities with respect to: (i) human health; or (ii) environmental pollution, impairment or disruption, including, without limitation, laws governing the existence, use, storage, treatment, discharge, release, containment, transportation, generation, manufacture, refinement, handling, production, disposal, or management of any Hazardous Material, or otherwise regulating or providing for the protection of the environment 19. Defaults. (a) The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder. Site: CA-8586A (PGA West) Market: Los Angeles (1) The failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder when due, where such failure shall continue for a period of (10) days after written notice thereof is received by Tenant from Landlord. (2) The failure by either party to observe or perform any of the covenants or provisions of this Agreement to be observed or performed by such party, other than as specified in Paragraph 19(a)(1) above, where such failure shall continue for a period of thirty (30) days after written notice thereof is received by the defaulting party; provided, however, that it shall not be deemed an Event of Default if the defaulting party shall commence to cure such failure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. (b) If there occurs an Event of Default, in addition to any other remedies available at law and/or in equity, each party shall have the option to terminate this Agreement. 20. Miscellaneous. (a) This Agreement 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 Agreement must be in writing and executed by both parties. (b) Both parties represent and warrant that their use of the Land and their real and personal property located thereon is in compliance with all applicable, valid and enforceable statutes, laws, ordinances and regulations of any competent government authority. (c) If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (d) This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. (e) Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, or reliable overnight courier to the address of the respective parties set forth below: Landlord: Tenant: City of La Quinta Nextel of California, Inc. 78-495 Calle Tampico 310 Commerce La Quinta, CA 92253 Irvine, CA 92602 Attn: Tom Hartung Attn: Property Manager Phone: (760) 777-7012 Phone: (714) 368-3500 With a copy to: Nextel Communications, Inc. 2001 Edmund Halley Drive Reston, VA 20191-3436 Second Floor, Mail Stop 2E225 Attn: Site Leasing Services, Contracts Manager e Site: CA-8586A (PGA West) Market: Los Angeles Landlord or Tenant may from time to time designate any other address for this purpose by written notice to the other party. All notices hereunder shall be deemed received upon actual receipt. (f) This Agreement shall be governed by the laws of the State of California, applicable building codes, Municipal regulations and ordinances affecting the Land. (g) Landlord agrees to execute and deliver to Tenant a Memorandum of Agreement in the form annexed hereto as Exhibit C and acknowledges that such Memorandum of Agreement will be recorded by Tenant in the official records of the County where the Land is located. (h) At Tenant's sole cost and expense, Landlord agrees to reasonably cooperate, including executing necessary documentation, with Tenant to obtain information and documentation clearing any outstanding title issues that could adversely affect Tenant's interest in the Premises created by this Agreement. (i) In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this Agreement, such party shall not unreasonably delay or withhold its approval or consent. 0) Each of the parties hereto represent and warrant that they have the right, power, legal capacity and authority to enter into and perform their respective obligations under this Agreement. (k) The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Agreement. (I) All Riders and Exhibits annexed hereto form material parts of this Agreement. (m) This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original. (n) Venue for any action to enforce this Agreement shall be in the Riverside County Superior Court. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of the last signature below. LANDLORD: TENANT: CITY OF LA QUINTA, a municipal corporation Name: Title: Date: Tax I.D.: Thomas P. Genovese City Manager NEXTEL OF CALIFORNIA, INC., a Delaware corporation, d/b/a Nextel Communication By. Name: Eric M. W%oodruff Title: Director of Site Development Date: 9 Site: CA-8586A (PGA West) Market: Los Angeles EXHIBIT A DESCRIPTION OF LAND to the Agreement dated 2005, by and between City of La Quinta, a municipal corporation, as Landlord and Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications, as Tenant. The Land is described and/or depicted as follows (metes and bounds description): APN: 775-100-004 LLGAL DI-SCRIN I0% T Tr T I F T '1 T - _T_ T- �F T-7T- =T T T F� 7,T 7,C T.� T F -7 --7- 7-TT --.:7 _'J"7 T- 1- T'If T -7 T T 7 7 1 ----,T T, T T End of Legal Description 10 Site: CA-8586A (PGA West) Market: Los Angeles EXHIBIT B DESCRIPTION OF PREMISES to the Agreement dated z, 2005, by and between City of La Quinta, a municipal corporation, as Landlord and Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications, as Tenant. The Premises are described and/or depicted as follows: Date: July 12, 2005 Site: CA 8586 A - PGA West Address: 54001 Madison Street, La Quinta, CA 92253 APN: 775-100-004 DRAWING NOT TO SCALE 54'" Avenue _-__ Property Line I i I i I I - I I o I I (E) Bldg � - I - I (E) Bldg I � /� I I �. / Nextel Mono palm -Area 20' 8 not tented fE)cale / Nextel Equipment Area: 20'x30- \ I fenced ` I..... Nexlel Access Appiox 12'wltle Parking Lot (e)T-11— ` I ` Nexlel Proposed ` Poway Easemanl ` ________ Nextel Proposed Telco Easement Notes: 1. Tenant may replace this Exhibit with a survey of the Premises once Tenant receives it. 2. The Premises shall be setback from the Land's boundaries as required by the applicable governmental authorities. 3. The access road's width will be the width required by the applicable governmental authorities, including police and fire departments. 4. Tenant may install up to twelve (12) antennas and fifteen (15) coaxial cables. The type, number, mounting positions and locations of antennas and transmission lines are illustrative only. The actual types, numbers, mounting positions and locations may vary from what is shown above. 5. The location of any utility easement is illustrative only. The actual location will be determined by the servicing utility company in compliance with all local laws and regulations. tK Site: CA-8586A (PGA West) Market: Los Angeles EXHIBIT C RECORDED AT REQUEST OF, AND WHEN RECORDED RETURN TO: Nextel of California, Inc. 310 Commerce Irvine, CA 92602 Attn: Property Manager MEMORANDUM OF AGREEMENT CA-8586A / PGA West APN: 775-100-004 This MEMORANDUM OF AGREEMENT is entered into on this day of 2005, by City of La Quinta, a municipal corporation, with an address at 78-495 Calle Tampico, La Quinta, CA 92253 (hereinafter referred to as "Owner" or "Landlord') and Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications, with an office at 310 Commerce, Irvine, California, 92602 (hereinafter referred to as "Nextel" or "Tenant'). Landlord and Tenant entered into a Communications Site Lease Agreement ("Agreement') dated as of 2005, effective upon full execution of the parties ("Effective Date") for the purpose Nextel undertaking certain Investigations and Tests and, upon finding the Land appropriate, for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing is set forth in the Agreement. 2. The term of the Agreement is for five (5) years commencing on the issuance of a building permit for the Tenant Facilities or twelve (12) months following the Effective Date of the Agreement, whichever first occurs ("Term Commencement Date"), and terminating on the fifth anniversary of the Term Commencement Date with four (4) successive five (5) year options to renew. The Land that is the subject of the Agreement is described in Exhibit A annexed hereto. The portion of the Land being leased to Tenant and all necessary access and utility easements (the "Premises") are set forth in the Agreement. In witness whereof, the parties have executed this Memorandum of Agreement as of the day and year first written above. LANDLORD: City of La Quinta, a municipal corporation By: NOT FOR EXECUTION — EXHIBIT ONLY Name Thomas P. Genovese TENANT: Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications By: NOT FOR EXECUTION — EXHIBIT ONLY Name: Eric M. Woodruff Title: City Manager Title: Director of Site Development Date: Date: 12 EEV STATE OF COUNTY OF On , before me, , Notary Public, personally appeared Thomas P. Genovese personally known to me (or 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 they executed the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public My commission expires: STATE OF COUNTY OF On _, before me, _, Notary Public, personally appeared Eric M. Woodruff, personally known to me (or 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 they executed the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public My commission expires: Site: CA-8586A (PGA West) Market: Los Angeles RECORDED AT REQUEST OF, AND WHEN RECORDED RETURN TO: Nextel of California, Inc. 310 Commerce Irvine, CA 92602 Attn: Property Manager MEMORANDUM OF AGREEMENT CA-8586A / PGA West APN: 775-100-004 h This MEMORANDUM OF AGREEMENT is entered Into on this �_ day of 2005, by City of La Quinta, a municipal corporation, with an address at 78-495 Calle Tampico, La Quinta, CA 92253 (hereinafter referred to as "Owner" or "Landlord") and Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications, with an office at 310 Commerce, Irvine, California, 92602 (hereinafter referred to as "Nextel" or "Tenant'). Landlord and Tenant entered into a Communications Site Lease Agreement ("Agreement') dated as of -Zkc . 1 , 2005, effective upon full execution of the parties ("Effective Date") for the purpose Nextel undertaking certain Investigations and Tests and, upon finding the Land appropriate, for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing is set forth in the Agreement. 2. The term of the Agreement is for five (5) years commencing on the issuance of a building permit for the Tenant Facilities or twelve (12) months following the Effective Date of the Agreement, whichever first occurs ("Term Commencement Date"), and terminating on the fifth anniversary of the Term Commencement Date with four (4) successive five (5) year options to renew. 3. The Land that is the subject of the Agreement is described in Exhibit A annexed hereto. The portion of the Land being leased to Tenant and all necessary access and utility easements (the "Premises") are set forth in the Agreement. In witness whereof, the parties have executed this Memorandum of Agreement as of the day and year first written above. LANDLORD: City of La Quinta, a municipal corporation vt c� Name: Thomas P. Genovese Title: City Manager Date: TENANT: Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communicins By: Name: Eric M. Woodruff Title: Director of Site Development Date: Site: CA-8586A (PGA West) Market: Los Angeles EXHIBIT A DESCRIPTION OF LAND to the Agreement dated 2005, by and between City of La Quinta, a municipal corporation, as Landlord and Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications, as Tenant. The Land is described and/or depicted as follows (metes and bounds description): APN: 775-100-004 LEGAL DPS'CRIPTION SL f Y 7� T-IT'J77- -T, �J T 7 -F T7��T T :TT 4 T- TNT 7 T T' T - �' 2,T 1, T' 7 -F 4" FT,7T .7, 7 7-1 -T .Ir7 T 7 T F F T - - ; -1 7' -D T T -M C� L T T* F T' C, 8 FEE HE T I C T'�T 'T T F;z -IM -TP 72T, I T! F -17 -T T I �z T:�N r'E �,F 2 F E -z' T =CINT CF ;1� F F FEET, 7% --T-T F,'f 1�7 ir v F �j WEEST, -;F F F - End of Legal Description '_' - _: "T FEE "LIT 10 STATE OF <. d,J-6 COUNTY OF`7( ri� - i . On before me, �� ,�:r, Notary Public, personally appeared Thomas P. Genovese personally known to the (or 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 Ihey' executed the same in t� authorized capacity, and that by 44eir signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my, hand and official seal. _y - i r'� ✓ . (SEAL) Notary ru lic My commission expires: STATE OF C.. REGGENIA HEWEY Commission 9 1521423 Notary Public - Ca ifornia _ Riverside County 44AI, Comm. Expires Oct 23.2008 COUNTY OF%��`' J On before me, Notary Public, personally appeared Eric M. Woodruff, personally known to me (or proved to me on the basis of satisfa ory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) NotaryVublic / My commission expires: 1 L, l f D / !� N NGUYEN Commission # 1588329 < Notary Public - California Orange County My Comm. Expires Jun 18, 2009 MEMORANDUM TO: June Greek, City Clerk FROM: Diane Aaker, Special Projects Assistant VIA: Tom Hartung, Director of Building & Safety DATE: February 1, 2006 RE: Sprint Nextel — Original Documents Cell Tower at Fire Station 70 — PGA West 54-001 Madison Street Attached is one original signed document for your files: ■ Memorandum of Insurance ■ Contact Information Sheet ■ Commencement ■ R F Awareness Letter One original has been mailed to Nextel, and a copy retained for the project file. Thank you. attachments 1 Sprint 1 Together with NEXTEL January 25, 2006 VIA COURIER - FEDERAL EXPRESS City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attention: Tom Hartung Sprint Nextel 310 Commerce Irvine, CA 92602 office: (714) 368-3500 Fax: (714) 368-3501 IRE: Memorandum of Insurance Nextel Site Reference: CA8586-A-PGA West Property Address: 54-001 Madison Street, La Quinta, CA 92531 Parcel # 775-100-004 Dear Mr. Hartung: Today's technology has given us the opportunity to expand and enhance how Nextel Communications delivers insurance information to you. After considerable review and discussion, we have decided to discontinue the issuance of individualized Certificates of Insurance. We made our decision based on the significant time and resources required to handle over 17,000 liability certificate requests each year. We will replace paper certificates with an online Memorandum of Insurance ("MOI"). The MOI can be viewed and printed any time you need this information. This will not in any way affect your status as an additional insured on our liability policies. As of April 1, 2004, you may obtain information about Nextel's liability insurance coverage from the MOI on the following website: www.sprint.com/MoiNextel You will be asked to read and agree to the terms and conditions of service from Marsh USA prior to printing or viewing Nextel's MOI. Should you have any questions or require a liability Certificate of Insurance in lieu of the MOI, please contact Nextel's insurance broker Marsh USA. Contact information is available via the MOI web site. In order to expedite your inquiries please use the email address or fax number provided. Thank you for helping Nextel streamline this time-consuming process. Regardt, ssen Maxson pecialist, Property Services NEXTEL CONTACT INFORMATION SHEET SITE: CA8586-A-PGA West PROPERTY: 54-001 Madison Street, La Quinta, CA 92531 Parcel # 775-100-004 LOCAL OFFICE MAILING ADDRESS: Please forward all communications to the address listed below Nextel Communications 1255 Treat Blvd. Walnut Creek CA 94597 Attn: Property Services - CA8586-A-PGA West NOTICE OR DEMAND MAILING ADDRESS: Pursuant to the Agreement, please forward all notice or demands to the addresses listed below Nextel Communications 2001 Edmund Halley Drive Reston, VA 20191-3436 Zj Floor, Mail Stop 2E225 Attn: SLS, Contracts Manager - CA8586-A-PGA West Nextel Communications With a copy to 1255 Treat Blvd. Walnut Creek CA 94597 Attn: Manager, Property Services - CA8586-A-PGA West WEST REGION PROPERTY SERVICES: Primary contact for general information and physical site issues. Phone: (800) 2.75-9084 AGREEMENT ADMINISTRATION: Primary contact for agreement administration, insurance, rent issues, utilities and insurance. Name: Jasen Maxson Title: Specialist, Property Services Phone: (714)368-4463 Fax: (714)368-3550 EMail: jasen.maxson@nextel.com 24-HOUR EMERGENCY OPERATIONS CENTER: This number should only be used in the event of an after hours emergency. Phone: (888) 363-9835 Date Printed: January 25, 2006 Sprint I Together with NEXTEL January 25, 2006 VIA COURIER - FEDERAL EXPRESS City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attention: Tom Hartung Sprint Nextel 310 Commerce Irvine, CA 92602 office: (714) 368-3500 Fax: (714) 368-3501 RE: Commencement Nextel Site Reference: CA8586-A-PGA West Property Address: 54-001 Madison Street, La Quinta, CA 92531 Parcel # 775-100-004 Dear Mr. Hartung: Nextel hereby provides notice that pursuant to the provisions of the Communications Site Lease Agreement [the "Agreement"], dated Wednesday, December 7, 2005, between City of La Quinta, a municipal corporation, as Owner or INC., a Delaware c Landlord, and NEXTEL OF CALIFORNIA, y, 1 Agreement or Tenant, the December 7, 2006.Accordingly the commencement commence upon Building Permit Issuance or no later than Thursday, date shall be Wednesday, January 11, 2006. Enclosed you will find the following: l . Two (2) Commencement Letters. Please acknowledge your receipt of this package by signing both letters and returning one original in the enclosed self-addressed envelope for our records. Please retain the second original for your records. 2. A Landlord Contact Information Sheet. Please complete this form and return in the enclosed self-addressed envelope. 3. A Nextel Contact Information Sheet, containing helpful information for contacting Nextel. Please retain for your records. 4. A Copy of the Memorandum of Insurance. Please retain for your records. 5. An RF Awareness Letter, containing helpful information on radio frequency safety. Please retain for your records. Pursuant to the Agreement, you should receive your first rent check within 15 business days of commencement. Please be advised that Nextel uses an automated recurring payment system; therefore, monthly invoices will not be required. Please feel free to contact me regarding any issues concerning the Agreement. You may reach me by phone at (714)368-4463 or via email at jasen.maxson@nextel.com. When communicating with our office, please refer to the Nextel site reference number (CA8586-A-PGA West). We look forward to a long and mutually beneficial relationship. Thank you for your cooperation and assistance. Acknowledged, Agreed and Accepted Sincerely, � Nextel C mr4nications � By: a / Title: < x' r / Japs n 4�Iaxs n Icialist, Services Date: l a S Property Enclosures cc: Site File Please sign as Acknowledged, Agreed and Accepted, and return this copy for our records. January 25, 2006 VIA COURIER - FEDERAL EXPRESS City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attention: Tom Hartung RE: R F Awareness Letter Nextel Site Reference: CA8586-A-PGA West Property Address: 54-001 Madison Street, La Quinta, CA 92531 Parcel # 775-100-004 Dear Mr. Hartung: We are contacting all landlords of Nextel antenna sites to provide them and thr site workers rregularlyworkhel fat ul information on radio -frequency emissions (RF) safety. As you may know, people communication sites, especially those who maintain building facilities and rooftop sites must be made aware of or RF and how it may affect them. Therefore, please share this information with all ppait abolursseemanagers ch as air other personnel who regularly perform tower or building maintenance servicedy conditioning repair workers and window washers. Because we expect that ot er should telecommunications need to distribute this licensees and communications -related site workers already understand RF issues, you letter to them. While Nextel cannot provide you with legal or regulatory advice, we believe you will nevertheless find the information helpful. The Federal Communications Commission ("FCC") has established rules governing RF he FCC's Internet emittt dsitrom e at antenna sites. We encourage you to there ut FCC'sSeulese and reviewingthe relating to RF, a set of www.fcc.gov/oet/rfsafety. This web site contains frequently asked questions and answers, information on human exposure to RF and an explanatory document entitled OET Bulletin 65. If you have further questions you can contact the FCC's Office of Engineering an Technology in Washington, DC, or call the FCC's consumer information line, toll free at 1-888-CALL-FCC (1-888- 225-5322). As you will see, by observing certain simple precautions suggested by the FCC, you and your personnel should y with the FCC's be safe from RF harm. Nextel's RF Compliance and Safety Program is designed fully Because levery site has a RF safety rules and policies, including the FCC -mandated limits on RF emissions. different configuration of antennas with different combinations of licensees, the Cdoes not let s to mandtate any one n RF safety procedure. Therefore, the FCC generally suggests the following precautions: uch as Nextel post RF notice signs at your site(s) ; (2) don't let anyone other thandon't let 'authorized tower or rooftop orkers approach any closer to an antenna than the point of the RF notice sign, a () your workers come any closer to the antennas than the distances specified in any RF notice signs posted at the site. We appreciate your cooperation in assisting Nextel ensure RF safety at all of our sites. Although distributing this letter requires some follow-up on your part, we consider such a step important to ensure the safety of your building workers and the general public. TOWER/STRUCTURE REMOVAL BOND Bond Number: 6393869 KNOW ALL MEN BY THESE PRESENTS, THAT Nextel of California, Inc., c/o Sprint Contracts & Performance, Site ID# AL43XC541, MS: KSOPHT0101-Z2650, 6391 Sprint Parkway, Overland Park, KS 66251, as Principal, and SAFECO Insurance Company of America, a corporation duly organized under the laws of the State of Washington, as Surety, are held and firmly bound unto City of La Quinta, 78-495 Calle Tampico, La Quinta, CA 92253, as Obligee, in the sum of Fifty Thousand And 00/100 Dollars ($50,000.00) lawful money of the United States, for the payment of which, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents, the liability of the Surety being limited to the penal sum of this bond regardless of the number of years the bond is in effect. WHEREAS the Principal has entered into a written agreement with the property owner for the placement of a tower or structure furnishing telephone, television or other electronic media service, which agreement sets forth the terms and conditions which govern the use of such towers or structures and which agreement is hereby specifically referred to and made part hereof, and WHEREAS, the City of La Quinta, CA requires the submission of a bond guaranteeing the maintenance, replacement, removal or relocation of said tower or structure located at 54-001 Madison St., La Quinta, CA 92531 - Site ID# CA8586A. NOW THEREFORE, the condition of this obligation is such, that if the above bounden Principal shall perform in accordance with the aforesaid ordinance and/or agreement, and indemnify the Obligee against all loss caused by Principal's breech of any ordinance or agreement relating to maintenance, replacement, removal or relocations of a tower or structure, then this obligation shall be void, otherwise to remain in full force and effect unless cancelled as set forth below. THIS BOND may be cancelled by Surety by giving thirty (30) days written notice to the Obligee by registered mail. Such cancellation shall not affect any liability the Surety may have or incurred under this bond prior to the effective date of the termination. Provided that no action, suit or proceeding shall be maintained against the Surety on this bond unless action is brought within twelve (12) months of the cancellation date of this bond. THIS BOND signed, sealed, dated on the 26th day of January, 2006. This bond is effective the 26th day of January, 2006. Nextel of California, Inc. Principal By. SAFECO Insurance Company of America Surety By: _ Kristy M Barber, t orney-In-Fact COUNTY OF LOS ANGELES • OFFICE OF THE ASSESSOR SESSOR 500 WEST TEMPLE STREET • LOS ANGELES, CA 90012-2770 . r;,;.A°9"%m Telephone. 213.974.3211 • Email: helpdeskUassessorlacountygov, • Website. assessorlacountygov —''�''��'"',,''// Si desea ayuda an Espanol, Items at nOmem 213.974.3211 RICK AUERBACH ASSESSOR PRELIMINARY CHANGE OF OWNERSHIP REPORT o be completed by transferee (buyer) prior to transfer of subject ppropperrttyy In accordance with section 480.3 of the Revenue and axation Code.] A Preliminary Change of Ownership Report must be filedwith each conveyance in the County Recorder's office for the county where the property Is located; this particular form may be used in all 58 counties of California. THIS REPORT IS NOT A PUBLIC DOCUMENT SELLER/TRANSFEROR: City of La Quints BUYER/TRANSFEREE: TowerCo Assets LLC ASSESSOR'S PARCEL NUMBER(S) 775-100-004 PROPERTY ADDRESS OR LOCATION: 54-001 Madison Street, La Quints, California 92253 MAIL TAX INFORMATION TO: Name City of La Quinta Address 78-495 Calls Tampico, California 92253 NOTICE: A lien for property taxes applies to your property on January 1 of each year for the taxes owing In the following fiscal year, July 1 through June 30. One -haft of these taxes Is due November 1, and one-half Is due February 1 The first installment becomes delinquent on December 10, and the second Installment becomes delinquent on April 10 One tax bill Is mailed before November 1 to the owner of record. You may be responsible for the current or upcoming property taxes even if you do not receive the tax bill. FOR RECORDER'S USE ONLY RECORDING DATE The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the Los Angeles County Assessor. For further information on your supplemental roll obligation, please call the Los Angeles County Assessor at (213) 974-3211. PART I: TRANSFER INFORMATION (please answer all questions) YES ❑ NO 0 A. Is this transfer solely between husband and wife (addition of a spouse, death of a spouse, divorce settlement, etc.)? ❑ 0 B. Is this transaction only a correction of the name(s) of the person(s) holding title to the property (for example, a name change upon marriage)? Please explain ❑ 0 C. Is this document recorded to create, terminate, or reconvey a lender's interest in the property? ❑ 0 D. Is this transaction recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest (e.g., cosigner)? Please explain ❑ ® E. Is this document recorded to substitute a trustee of a trust, mortgage, or other similar document? ❑ 0 F. Did this transfer result in the creation of a joint tenancy in which the seller (transferor) remains as one of the joint tenants? ❑ ✓❑ G. Does this transfer return property to the person who created the joint tenancy (original transferor)? H. Is this a transfer of property: ❑ 1. to a revocable trust that may be revoked by the transferor and is for the benefit of the ❑ transferor ❑ transferor's spouse? ❑ 0 2. to a trust that may be revoked by the Creator/Grantor who is also a joint tenant, and which names the other joint tenants) as beneficiaries when the Creator/Grantor dies? ❑ 0 3. to an irrevocable trust for the benefit of the ❑ Creator/Grantor and/or ❑ Grantor's spouse? ❑ 0 4. to an irrevocable trust from which the property reverts to the Creator/Grantor within 12 years? ❑ 0 I. If this property is subject to a lease, is the remaining lease term 35 ears or more including written options? ❑ 0 *J. Is this a transfer between ❑' parent(s) and child(ren)? H or from grandparent(s) to grandchlld(ren)? ❑ 0 *K. Is this transaction to replace a principal residence by a person 55 years of age or older? Within the same county? ❑ Yes ❑ No ❑ 0 *L. Is this transaction to replace a principal residence bye a person who is severely disabled as defined by Revenue and Taxation Code section 69.5? Within the same county? ElYes LJ No ❑ 0 M. Is this transfer solely between domestic partners currently registered with the California Secretary of State? 'If you checked yes to J, K or L, you may quality for a property tax reassessment exclusion, which may result in lower taxes on your property. If you do not file a claim, your property will be reassessed. Please provide any other information that will help the Assessor to understand the nature of the transfer. If the conveying document constitutes an exclusion from a change in ownership as defined in section 62 of the Revenue and Taxation Code for any reason other than those listed above, set forth the specific exclusions claimed: Lease less then 35 years , Please answer all questions in each section. If a question does not apply, indicate with "N/A" Sign and date at bottom of second page PART II: OTHER TRANSFER INFORMATION A. Date of transfer if other than recording date January 11, 2006 B. Type of transfer (please check appropriate box): ❑ Purchase ❑ Foreclosure ❑ Gift ❑ Trade or Exchange ❑ Merger, Stock, or Partnership Acquisition ❑ Contract of Sale — Date of Contract ❑ Inheritance — Date of Death ❑ Other (please explain): ❑ Creation of Lease ❑ Assignment of a Lease ❑ Termination of a Lease ❑ Sale/Leaseback 0 Date lease began January 11, 2006 0 Original term in years (including written options) 5 0 Remaining term in years (including written options) 20 Monthly Payment Remaining Term C. Was only a partial interest in the property transferred? ❑ Yes ❑ No If yes, indicate the percentage transferred %. BOE-502-A (FRONT) REV. 10 (8-07) ASSR-70 (Rev. 08/07) Please write Assessor's Parcel Number(sf: 775-100-004 Please answer, to the best of your knowledge, all applicable questions, then sign and date. If a question does not apply, indicate with "N/A." PART III: PURCHASE PRICE AND TERMS OF SALE A. CASH DOWN PAYMENT OR value of trade or exchange (excluding closing costs) Amount $ B. FIRST DEED OF TRUST ® % interest for years. Pymts./Mo. = $ (Prin. & Int. only) Amount $ ❑ FHA( Discount Points) El Fixed rate M New loan ❑ Conventional ❑ Variable rate ❑ Assumed existing loan balance ❑ VA (—Discount Points) ❑ All inclusive D.T. ($ Wrapped) ❑ Bank or savings & loan ❑ Cal -Vet ❑ Loan carried by seller ❑ Finance company Balloon payment ❑ Yes ❑ No Due Date Amount $ C. SECOND DEED OF TRUST ® % interest for years. Pymts./Mo. = $ (Prin. & Int. only) Amount $ ❑ Bank or savings & loan — l Fixed rate New loan ❑ Loan carried by seller ❑ Variable rate ❑ Assumed existing loan balance Balloon payment ❑ Yes ❑ No Due Date Amount $ D. OTHER FINANCING: Is other financing involved not covered in (b) or (c) above? ❑ Yes ❑ No Amount $ Type ® % Interest for years. Pymts./Mo. _ $ (Prin. & Int. only) ❑ Bank or savings & loan ❑ Fixed rate ❑ New loan ❑ Loan carried by seller ❑ Variable rate ❑ Assumed existing loan balance Balloon payment ❑ Yes ❑ No Due Date Amount $ E. WAS AN IMPROVEMENT BOND ASSUMED BY THE BUYER? ❑ Yes ❑ No Outstanding Balance: Amount $ F. TOTAL PURCHASE PRICE (or acquisition price, If traded or exchanged, include real estate commission if paid) TOTAL ITEMS A THROUGH E $ G. PROPERTY PURCHASED ❑ Through a broker ❑ Direct from seller ❑ From a family member ❑ Other (please explain): If purchased through a broker, provide broker's name and phone number: Please explain any special terms, seller concessions, or financing and any other information that would help the Assessor understand the purchase price and terms of sale: PART IV: PROPERTY INFORMATION A. TYPE OF PROPERTY TRANSFERRED: ❑ Single-family residence ❑ Agricultural ❑ Timeshare ❑ Multiple -family residence (no. of units: ) ❑ Co-op/Own-your-own ❑ Manufactured home ❑ Commercial/Industrial ❑ Condominium ❑ Unimproved lot ❑ Other (Description: i.e., timber, mineral, water rights, etc. ) S. IS THIS PROPERTY INTENDED AS YOUR PRINCIPAL RESIDENCE? ❑ Yes ❑ No If yes, enter date of occupancy / , 20 or intended occupancy / , 20 (monrnl (day) bear) (mono) (day) beatl C. IS PERSONALBUSINESS PROPERTY INCLUDED IN PURCHASE PRICE (i.e., furniture, farm equipment, machinery, etc.) (other than a manufactured home subject to local property tax)? ❑ Yes ❑ No If yes, enter the value of the personal/business property included in the purchase price $ (Must attach Itemized list.) D. IS A MANUFACTURED HOME INCLUDED IN PURCHASE PRICE? ❑ Yes ❑ No If yes, how much of the purchase price is allocated to the manufactured home? $ Is the manufactured home subject to local property tax? ❑ Yes ❑ No What is the decal number? E. DOES THE PROPERTY PRODUCE INCOME? m Yes ❑ No If yes, is the income from: m Lease/Rent ❑ Contract ❑ Mineral rights ❑ Other (please explain): F WHAT WAS THE CONDITION OF THE PROPERTY AT THE TIME OF SALE? ❑ Good ❑ Average ❑ Fair ❑ Poor Please explain the physical condition of the property and provide any other information (such as restrictions, etc.) that would assist the Assessor in determining the value of the property: CERTIFICATION OWNERSHIP TYPE IV) Partnership P ❑ Partnership ❑ I certify that the foregoing is true, correct and complete to the best of my knowledge and belief. Corporation ❑ This declaration is binding on each and every co-owner and/or partner. Other LLC 0 NAME OF NEW OWNEWCORPORATE OFFICER TITLE Dan Hunt Vice President & CFO SIGN UR OF NEWO NER/CORPORATE OFFICER DATE 111 26-3416564 NAME OF ENTITY III orpnnted) FEDERAL EMPLOYER ID NUMBER TowerCc Assets LLC ADDRESS(typed orpnnledl PHONE NUMBER(a a.m.-5P.m.) E-MAIL ADDRESS(ophonaq 5000 Valleystone Drive, Cary, NC 27519 919.469.5559 (NOTE: The Assessor may contact you for additional information.) If a document evidencing a change of ownership Is presented to the recorder for recordation without the concurrent filing of a preliminary change of ownership report, the recorder may charge an additional recording fee of twenty dollars ($20). BOE-502-A (BACK) REV 10 (8-07) ASSR-70 (Rev. 08/07) PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: TowerCo Assets LLC Sheneshia Fitts, Legal Department AND WHEN RECORDED MAIL TO: Legal Department TowerCo Assets LLC 5000 Valleystone Drive Cary, NC 27519 TRA: DTT: DOC 4 2009-0142306 03/24l2009a08:00R Fee:27•00 Recorded inoffficialRecord, County Larry U. Ward Clerk & Recorder Hsse 5cr, County IIIIIIIII IIIIIIIIIII III IIIIIII III IIIII IIII IIII IIIIIIIII S R U PAGE SIZE DA MISC LONG RFD COPY M A L 465 426 PCO NCOR SMF NCHG EB M T: CTY UNI� Space above this line for recorder's use only Memorandum of Agreement Title of Document THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ($3:00 Additional Recording Fee Applies) 3C M 042 ACR 23SP-AS4RE0 (Rev 0312008) S R U PAGE SIZE DA MISC LONG RFD COPY M I A I L 1 465 1 426 POOR Use Above This Line) STATE OF CALIFORNIA Parcel No: 775-100-004 COUNTY OF RIVERSIDE MEMORANDUM OF AGREEMENT SMF NCH(( CTY UNI Document Date: March 6, 2009 Grantor/Lessor: CITY OF LA QUINTA Address: C/O Finance Department, PO Box 1504, La Quinta, CA 92247-1504 Grantee/Lessee: TOWERCO ASSETS LLC, a Delaware limited liability company Address: 5000 Valleystone Drive, Cary, NC 27519 Legal Description of the Land is attached as Attachment A on Page 5. Prepared by and after recording return to: Legal Department TowerCo Assets LLC 5000 Valleystone Drive Cary, NC 27519 Memorandum of Lease Page 1 of 6 TowerCo IDCA2804 Cascade ID: CA8586 MEMORANDUM OF AGREEMENT This Memorandum of Lease ("Memorandum") is entered into on this 6`h day of March, 2009, by and between CITY OF LA QUINTA, having a mailing address of C/O Finance Department, PO Box 1504, La Quinta, CA 92247-1504 (hereinafter referred to as "Landlord") and TOWERCO ASSETS LLC, a Delaware limited liability company, having a mailing address of 5000 Valleystone Drive, Cary, North Carolina 27519 (hereinafter referred to as "Tenant'). Landlord and Nextel of California, Inc., a Delaware corporation d/b/a Nextel Communications ("Sprint/Nextel") entered into that certain Communications Site Lease Agreement (Ground) dated December 7, 2005, as amended, if applicable (as amended, the "Agreement") for certain real property and easements described in ATTACHMENT B attached hereto (collectively, the "Premises"), which are a portion of that certain parcel of real property owned by Landlord located in the County of Riverside, State of California described in ATTACHMENT A attached hereto (the "Land"). 2. Sprint/Nextel assigned all its right, title and interest in, to and under the Agreement to Tenant by that certain Assignment and Assumption of Ground Lease dated September 23, 2008 and to be recorded among the official records of the County of Riverside, State of California. 3. The initial term of the Agreement is for five (5) years commencing on January 11, 2006. 4. The Agreement may be extended for four (4) successive five (5) year terms. 5. The purpose of the Memorandum is to give record notice of the Agreement and of the rights created thereby, all of which are hereby confirmed. The terms of the Agreement are incorporated herein by reference. In the event of a conflict between the terms of this Memorandum or the addition of any terms in this Memorandum which are not contained in the Agreement, such conflicting or additional terms shall be deemed to be part of the Agreement and shall otherwise amend the Agreement and be controlling. [SIGNATURES APPEAR ON NEXT PAGE] Memorandum of Lease Page 2 of 6 TowerCo IDCA2804 Cascade ID: CA8586 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written. WITNESSES: Memorandum of Lease TowelCo ID: CA2804 Cascade ID: CA8586 LANDLORD: CITY OF LA QUINTA Y Name:-ThorAss 1-1 Title: &I Date: 212-"/C'/p TENANT: TOWERCO ASSETS LLC, a Delaware limited liability company By: (/ 6H"— l� T Name: Dan Hunt Title: Vice President and CFO Date: 3 ( t' pq [ACKNOWLEDGMENTS APPEAR ON THE NEXT PAGE] Page 3 of 6 LANDLORD ACKNOWLEDGMENT State of California County of 'T?V&tF kj On '��Va.6/a-Do9 before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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. Fa ¢'4i Ntff PHyl ! IS flikm (Notary Seal)^ Signature of Not ry Public 1` "r'N M1• ^m, i. a16,20 I�9rl q to �Xp �o /ao►o TENANT ACKNOWLEDGMENT Cana.lon+ IA9779i Naar NIbRc • Cauolrlla State of North Carolina .. Co County of Wake On � ARC�a � , 1.t� 05 before me, `/ ft) , (Here insert name and title of the officer) personally appeared Dan Hunt, Vice President and CFO who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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 North Carolina that the foregoing paragraph is true and correct. TNESS my hand and official seal. Signature fNotary Public RAYMOND W. MOORE [,,1,,Q,qtobqr ary Public, North Carolina Wake County y Commission Expires 07, 2009 Memorandum of Lease Page 4 of 6 TowerCo ID. CA2804 Cascade ID: CA8586 ATTACHMENT A LAND The following described real property in the City of La Quinta County of Riverside, State of California: That portion of the northeast one -quarter of Section 16, Township 6 South - Range 7 East, San Bernardino Meridian, in the City of La Quinta, County of Riverside, State of California, described as follows: Commencing at the northeast quarter of Section 16 as shown on a Record of Survey, filed in Book 70, Pages 96 through 98 inclusive of Records of Survey, in the office of the County Recorder, of said County, said Madison Street; Thence South 89' 03' 03" West along the centerline of 54ch Avenue, a distance of 460.00 feet; Thence South 000 56' 57" East at right angles to the centerline of 54rn Avenue, a distance of 50.00 feet to a point on the southerly right of way line of 54d, Avenue, said point being the point of beginning; Thence North 89° 03' 03" East along the southerly right of way line of 54m Avenue, a distance of 383.96 feet; Thence South 460 43' 50" East a distance of 32.08 feet to a point on the westerly right of way line of Madison Street, and said point located 55.00 feet from the centerline of Madison Street; Thence South 02e 30' 40" East along the westerly right of way line of Madison Street, a distance of 272.10 feet; Thence West a distance of 12.00 feet to the beginning of a tangeut'curve, concave south easterly and having radius of 38.00, through a central angle of 90' 00' 00", an arc distance of 59.69 feet; Thence West a distance of 80.92 feet, to a point of a curve, concave southwesterly and having a radius of 174.00 feet, through a central angle of 28' 29' 56" an arc distance of 86.55 feet; Thence North 45' 00' 00" West, a distance of 264.41 feet to the beginning of a tangent curve, concave southwesterly and having a radius of 242.69 feet, through a central angle of 16' 5 P 26", an arc distance of 71.40 feet; Thence North 00' 56' 57" West, a distance of 22.50 feet to the point of beginning. Consists of 1.954 Acres. Tax Parcel No. 775-100-004 Memorandum of Lease Page 5 of 6 TowerCo ID: CA2804 Cascade ID: CA8586 ATTACHMENT B PREMISES Approximately 800 square foot portion of the Land and all access and utility easements, as depicted below. 6 )ETAILED SITE P N C W,w.1> N cvarme seas SITE PLAN —P-04 N M�Wo WAS ID 0 tl S m p Memorandum of Lease Page 6 of 6 TowerCo ID: CA2804 Cascade to CA8586 FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT (GROUND) THIS FIRST AMENDMENT TO COMMUNICATIONS SITE LEASE AGREEMENT (GROUND) ("First Amendment") is entered into as of the latter of the signature dates below by and between CITY OF LA QUINTA, a municipal corporation ("Landlord") and TOWERCO ASSETS LLC, a Delaware limited liability company ("Tenant"). RECITALS A. Landlord entered into that certain Communications Site Lease Agreement (Ground) dated December 7, 2005, with Nextel of California, Inc., a Delaware corporation, d/b/a Nextel Communications ("Sprint/Nextel") (the "Original Agreement'), for certain real property and easements (collectively, the "Original Premises"), which are a portion of that certain parcel of real property owned by Landlord located in the County of Riverside, State of California, (the "Land"). B. Sprint/Nextel assigned all its right, title and interest in, to and under the Agreement to Tower Entity 7 LLC ("Tower Entity"), by that certain Assignment and Ground Lease dated September 23, 2008 ("Assignment'). Thereafter, Tower Entity was acquired by and merged into Tenant. C. The Assignment was recorded in the Official Records of the County of Riverside, State of California, as Document No. 2009-0083028, on February 20, 2009. D. The Original Agreement was memorialized by that certain Memorandum of Agreement recorded in the Official Records of the County of Riverside, State of California, as Document No. 2009-0142306, on March 24, 2009. E. Tenant desires to increase the size of the Original Premises for the purpose of subleasing space to Royal Street Communications California, LLC ("RSC"), and Landlord agrees to such increase and consents to such sublease, all in accordance with the terms and conditions as set forth below. NOW, THEREFORE, for and in consideration of the promises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Premises. The total square footage leased by Landlord to Tenant pursuant to the Original Agreement is hereby increased by Two Hundred Twenty Seven (227) square feet ("Additional Premises") for the purpose of accommodating the equipment of RSC at the Premises (the Original Premises and the Additional Premises are collectively hereinafter referred to as the "Premises.") Following the acquisition of the Additional Premises, the total aggregate square footage of the Premises shall be equal to approximately One Thousand Twenty Seven (1,027) square feet. CA2804 — PGA West— Fire Station 70 First Amendment Page I DM-704397v9 2. Erhibit B. Exhibit B to the Original Agreement is hereby supplemented by Exhibit B-1 attached hereto. 3. Sublease. Landlord hereby consents to Tenant entering into a sublease of a portion of the Premises with RSC. 4. Emergency Generator. So long as it complies with all applicable local, state, and federal laws, including the City of La Quinta's Noise Ordinance, Tenant shall have the right, at its sole option, to install and use for emergency purposes only, at the Premises, a stand-by power generator of the type and kind determined solely by Tenant, in connection with Tenant's communications facilities. Tenant shall utilize a stand-by power generator which is rated for low decibel emission levels relative to its service classification. 5. Use and Governmental Approvals on Additional Premises. Tenant shall use the Premises for the purpose of constructing, maintaining and operating, among other Tenant Facilities, a sixty foot high monopole antenna and wireless communications facilities and associated uses and appurtenances necessary for the operation of said wireless communications facilities. A screening fence consisting of CMU block construction or similar but comparable construction may be placed around the perimeter of the Premises with approval from the City. Both parties acknowledge that the landscaping and irrigation, as further described and depicted in Exhibit "A", shall be installed, irrigated, owned, and maintained by Landlord, and will become part of the Premises. Before commencing any subsequent alterations to the Property, Tenant shall submit plans and specifications to Landlord for Landlord's written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In the event Landlord does not either (i) object to the plans in writing or (ii) furnish Tenant with written approval, within thirty (30) calendar days of the date of submission of the plans, Landlord will be deemed to have approved them. All work to be done by Tenant shall be performed in accordance with the approved plans unless a modification thereto is otherwise approved in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant will maintain the Premises in a good condition, reasonable wear and tear excepted. 6. Rent As consideration for the Additional Premises, the Rent shall be increased to an amount equal to Three Thousand and no/ 100 ($3,000.00) per month, effective as of the earlier of (i) the date construction commences within the Additional Premises or (ii) one hundred eighty (180) days from the date of this First Amendment. The Rent, as increased hereby, shall continue to increase pursuant to the terms of paragraph 4(b) of the Original Agreement. 7. Liability and Indemnity. Section 14 of the Original Agreement is replaced in full with the following provision: Landlord and Tenant shall each indemnify, defend and hold the other harmless from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' and consultants' fees, costs and expenses) (collectively "Losses") arising from the indemnifying party's breach of any term or condition of this Agreement or from the negligence or willful misconduct of the indemnifying party's agents, CA2804 — PGA West — Fire Station 70 First Amendment Page 2 DM-704397v9 employees or contractors in or about the land. The duties described in this Paragraph 14 shall apply as of the Commencement Date of the Original Agreement and survive the termination of this Agreement. Neither Party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. S. Termination. Paragraph (a)(3) is added to Section 19 of the Original Agreement as follows: (a)(3) By Landlord if reasonably necessary to protect the public health, safety, or welfare of the immediately surrounding community. 9. Termination. The last sentence of Paragraph 6(a) is deleted from the Original Agreement, and the following Paragraph (c) is added to Section 19 of the Original Agreement as follows: (c) Tenant, upon termination of the Agreement, shall, within ninety (90) days, remove its building (including footings to a depth of three [3] feet), fixtures and all personal property and otherwise restore the Premises to its original condition, reasonable wear and tear and casualty excepted. Landlord agrees and acknowledges that all of the equipment, fixtures and personal property of the Tenant shall remain the personal property of the Tenant and the Tenant shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. If such time for removal causes Tenant to remain on the Premises after termination of this Agreement, Tenant shall pay rent at the then existing monthly rate until such time as the removal of the building, antenna structure, fixtures and all personal property are completed, for a maximum ninety (90) days following termination of the Agreement or for a longer term as stipulated by written mutual consent by both Landlord and Tenant. 10. Integration. It is agreed and understood that this First Amendment, together with the Original Agreement contains all agreements, promises and understandings between Landlord and Tenant and that no verbal or oral agreements, promises or understandings shall be binding upon either Landlord or Tenant in any dispute, controversy or proceeding at law, and any addition, variation or modification to this First Amendment and/or the Original Agreement shall be void and ineffective unless made in writing and signed by the Parties. In the event any provision of this First Amendment or the Original Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this First Amendment and the Original Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under this First Amendment or the Original Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action CA2804— PGA West— Fire Station 70 First Amendment Page 3 D.M-704397v9 as may be lawful and authorized under this First Amendment and/or the Original Agreement, either in law or in equity. 11. Tares. Section 8 of the Original Agreement is replaced in full with the following provision: Tenant shall pay as additional rent any documented increase in real estate taxes levied against the leased Property which are directly attributable to the improvements constructed by Tenant. Landlord shall provide to Tenant a copy of any notice, assessment or billing relating to real estate taxes for which Tenant is responsible under this Agreement within thirty 130) days of receipt of the same by Landlord. Tenant shall have no obligation to make payment of any real estate taxes until Tenant has received the notice, assessment or billing relating to such payment as set forth in the preceding sentence. In the event Landlord fails to provide to Tenant a copy of any real estate tax notice, assessment or billing within the thirty (30) day period set forth herein, Tenant shall be relieved of any obligation or responsibility to make payment of real estate taxes referred to in the notice, assessment or billing which was not timely delivered by Landlord to Tenant. Tenant shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge or seek modification of any real estate tax assessment or billing for which Tenant is wholly or partly responsible for payment under this Agreement. Landlord shall reasonably cooperate with Tenant in filing, prosecuting and perfecting any appeal or challenge to real estate taxes as set forth in the preceding sentence, including but not limited to, executing any consent to appeal or other similar document. 'tenant is hereby notified that any property interest deemed to have been created by or as a result of this First Amendment or by the Original Agreement may be subject to property taxation, and that Tenant may be subject to the payment of property taxes levied on the interest. 12. Insurance. Paragraph 12(a) of the Original Agreement is replaced in full with the following provision: (a) Tenant, at Tenant's sole cost and expense, shall procure and maintain on the Premises and on the Tenant Facilities, bodily injury and property damage insurance with a combined single limit of at least One Million and 00/100 Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against all liability of Tenant, its employees and agents arising out of or in connection with Tenant's use, disuse, occupancy and maintenance of the premises and all improvements located thereon. Landlord shall be named as an additional insured on Tenant's policy using ISO endorsement CG 20 11 with an edition date prior to 2004, or equivalent. Tenant agrees to provide evidence of the insurance required herein, satisfactory to Landlord, consisting of: a) certificate(s) of insurance evidencing all of the coverages required and; b) an additional insured endorsement to Tenant's general liability policy using ISO endorsement form CG 20 11 with an edition date prior to 2004, or equivalent. Tenant agrees, upon CA2804 — PGA West — Fire Station 70 First Amendment Page 4 DM-704397v9 request by Landlord, to provide complete, certified copies of any policies required within 10 days of such request. Any actual or alleged failure on the part of Landlord to obtain proof of insurance required under this Agreement in no way waives any right or remedy of Landlord, in this or in any other regard. 13. Governing Law and Choice of Foram. Section 20(f) of the Original Agreement is replaced in full with the following provision: This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of California and City of La Quinta. Any dispute arising under or relating to this Agreement shall be commenced and tried in the state or federal courts located in the State of California, County of Riverside. 14. Assignment. Section 15 of the Original Agreement is replaced in full with the following provision: This Agreement may be sold, assigned or transferred by the Tenant without any approval or consent of the Landlord to the Tenant's parent, Tenant's affiliates, subsidiaries of its principal; to any entity which acquires all or substantially all of Tenant's assets in the market defined by the FCC in which the Premises is located by reason of a merger, acquisition or other business reorganization; or to any entity which acquires or receives an interest in the majority of communication towers of the Tenant in the market defined by the FCC in which the Premises is located. Said assignment shall require that assignee assume all of Tenant's obligations herein and upon such assignment, Tenant shall be relieved of all future performance liabilities and obligations under this Agreement. Tenant shall deliver written notice to Landlord of any such assignment within a reasonable time, consisting of not less than thirty (30) days following such assignment. As to other potential purchasers, assignees, or transferees this Agreement may not be sold, assigned or transferred without the written consent of the Landlord, which such consent will not be unreasonably withheld, conditioned, or delayed. This Agreement shall run with the land and, provided approvals to assignments are obtained (if required) and notices are provided in accordance with this paragraph, shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, heirs and assigns. Tenant may assign, mortgage, pledge, hypothecate or otherwise transfer without notice or consent its interest in this agreement to any financing entity, or agent on behalf of any financing entitty to whom Tenant (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 15. Notices. The addresses set forth in Section 20(e) of the Original Agreement are deleted and replaced with the following: CA-1804 — PGA West — Fire Station 70 First Amendment Pate 5 DM-704397v9 All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier: LESSOR: City of La Quinta 78-495 Calle Tampico La Quinta, California 92253 Attn: Assistant City Manager, Management Services Phone: (626)357-7931 LESSEE: TowerCo Assets LLC 5000 Valleystone Drive Cary, NC 27519 Phone: (919) 469-5559 Attn: Property Management Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 16. Agreement in Full Force. All terms and conditions of the Original Agreement that are not expressly modified by this First Amendment shall remain in full force and effect, and, in the event of any inconsistencies between this First Amendment and the terms of the Original Agreement, the terms set forth in this First Amendment shall govern and control. Except as expressly amended hereby, the Original Agreement shall remain in fill force and effect as of the date thereof. 17. Counterparts. This First Amendment may be executed in one or more counterparts which shall be construed together as one document. 18. Defined Terms. Unless otherwise defined, all defined terms used in this First Amendment shall have the meanings ascribed to them under the Agreement. 19. Successors and Assigns. Upon full execution by Tenant and Landlord, this First Amendment (i) shall be binding upon and shall inure to the benefit of each of the parties and their respective successors, assigns, receivers and trustees; and (ii) may be modified or amended only by a written agreement executed by each of the parties. 20. Non -Binding Until Fully Executed. This First Amendment is not and will not be binding on either party until and unless it is fully executed by both parties. 21. Memorandum of Lease. Landlord agrees to execute and deliver a memorandum of this First Amendment and the Original Agreement within ten (10) business days of Tenant's request and provision of a draft Memorandum of Lease to Landlord. Landlord shall cooperate with Tenant to allow Tenant to record this First Amendment and Original Agreement in the official land records of the County of Riverside. [SIGNATURES APPEAR ON THE FOLLOWING PAGES.[ CA2804 — PGA West— Fire Station 70 First Amendment Pave 6 DM-7043970 IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year first above written. LANDLORD: CITY OF LA QUINTA, a municipal corporation y:/ Name: —tiiAS P�ic�Ud I/�3C Title: eo ?,e Date: ? /% Z . - ZD/O TENANT: TOWERCO ASSETS LLC, a Delaware limited liability company Name: Michael P. MacPherson Its: Vice President Date:'�� l) [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] CA2804 — PGA West— Fire Station 70 First Amendment Page 7 DM-704397v9 EXHIBIT B-1 PREMISES An approximately One Thousand Twenty Seven (1,027) square foot portion of the Land, and all access and utility easements, as depicted on the following two pages. CA2804—PGA West — Fire Station 70 First Amendment Page 8 DM-704397v9 A i IZ d xa 3 I pn - F Zli 31 � If a =° L . li gam' om00 U)) b Oa Q W 3' ro O n gg x R Q 7 Q Wo �m z �= pay J` _ oU p 5 tmi N yN 3g � �s ro F A OC 8 CERTIFICATE OF LIABILITY INSURANCE ATEWW) 02/23/103/10 PRODUCER 1-919-847-3318 Arthur J. Gallagher Risk Management Services, Inc. 8341 Sandford way, Suite 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE HOLDER. THIS CERTIFICATE DOES NOT AMEND, ALTER THE COVERAGE AFFORDED BY THE POLICIES CERTIFICATE EXTEND OR BELOW. Raleigh, NC 27615-2099 arlene nunn@a .corn INSURED INSURERS AFFORDING COVERAGE INSURER A: FEDERAI, INS CO NAIC # 20281 INSURER B: TowerCo Assets LLC INSURER C: 5000 Valleyatone Dr INSURER 0: Cary, NC 27519 INSURER E'. y THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR OULrAGGREGATELIMIT POLICY NUMBER POLICY EFFECTIVE DAM IMM1DDfyYYYI POLICY EXPIRATION LIMNS A ERAL LIABILITY 35836282 10/31/09 10/31/10 EACH OCCURRENCE $1,000,000 PREMISES Ea occurrence E 11000,000 MED EXP (Any one Person) $ 10,000 �% OCCUR PERSONAL B AOV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 IT APPLIES PER: PRODUCTS - COMPIOP AGG $ Included POLICY RO X 'LOC PIPCT A AUTOMOBILE LIABILITY 73532573 10/31/09 10/31/10 COMBINED SINGLE LIMIT (Ea accident) E 11000,000 X ANY AUTO ALL OWNED AUTOS BODILY INJURY (Per person) $ SCHEDULED AUTOS HIRED AUTOS BODILY INJURY (Per accident) $ NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ ANY AUTO $ A EXCESS I UMBRELLA LIABILITY 79845416 10/31/09 10/31/10 EACH OCCURRENCE $ 10,000.000 AGGREGATE $ 10,000,000 X OCCUR F—ICLAIMS MADE E $ DEDUCTIBLE X Day WCSTATU- OTH- $ A X RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVEO 71720483 10/31/09 10/31/10 E.L. EACH ACCIDENT $500, 000 E.L. DISEASE - EA EMPLOYE f 500,000 OFFICERINIEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE - POLICY LIMIT $ 500,000 Ir yes, descnbeunder SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS City of La Quints, its officials, employees and agents are included as Additional Insured landlord under the General Liability as required by written contractor but only as respects their interest in tower site :CA2804 Site Name: Pga Neat 7 Fire Station 70 located 0 54001 Madison Street La Quints, CA 92253 IiCR l lrl V/l l l I - SHOULD ANY OF THE: AB OVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN City of La Quints NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR P. 0. BOX 1504 REPRESENTATIVES. La Quints, AL 92247-1504 AUTHORIZED REPRESENTATIVE fJJ USA ACORD 25 (2009101) arnunn © 1988-2009 ACORD CORPORATION. All rights reserved. 14521546 The ACORD name and logo are registered marKS Or AUUKU IELiability Insurance Schedule of Forms Policy Period OCTOBER 31, 2009 TO OCTOBER 31, 2010 Effective Date OCTOBER 31, 2009 Policy Number 3583-62-82CLT Insured TOWERCO II HOLDINGS, LLC Name of Company FEDERAL INSURANCE COMPANY Date Issued NOVEMBER 17, 2009 The following is a schedule of forms issued as of the date shown above: Form Number Edition Date Form Name Effective Date Date Issued 80-02-2367 8-04 ADDL INS - SCHEDULED PERSON OR ORGANIZATION 10/31/09 11/17/09 80-02-6403 12-07 CAP ON CERTIFIED TERRORISM LOSSES 10/31/09 11/17/09 80-02-0010 4-94 LIABELITY.DECLARATIONS 10/31/09 11/17/09. 80-02-2000 4-01 GENERAL LIABILITY 10/31/09 11/17/09 80-02-2012 6-98 EMPLOYEE BENEFITS ERRORS OR OMISSIONS 10/31/09 11/17/09 80-02-2022 4-94 STOP GAP 10/31/09 11/17/09 80-02-2023 4-94 STOP GAP - OHIO 10/31/09 11/17/09 80-02-2303 4-01 ADUL INSURED-MORTGAGEE,ASSIGNEE„ OR RECEIVER 10/31/09 11/17/09 80-02-2653 4-01 OTHER INSURANCE - PRIMARY ADD-L INSURED 10/31/09 11/17/09 80.02-2842 1-99 NORTH CAROLINA MANDATORY 10/31/09 11/17/09 80-02-6528 4-05 EXCLUSION - INFORMATION DISTRIBUTION LAWS 10/31/09 11/17/09 80-02-6541 3-05 CONDITION - PREMIUM AUDIT . 10/31/09 11/17/09 80-02-6554 6-05 PER LOCATION/PROJECT LMTS W/COMBINED TOTL AGG 10/31/09 11/17/09 80-02-6566 4.04 EXCLUSION - ASBESTOS 10/31/09 11/17/09 80-02-6595 5-06 DEDUCTIBLES 10/31/09 11/17/09 Form 80-02.2999 (ED. 6-95) Schedule of Forms last page Page 1 CLiability Insurance 0HUBE3 Declarations Named Insured and Mailing Address TOWERCO B HOLDINGS, LLC 5000 VALLEYSTONE DR. CARY, NC 27519 Chubb Group of Insurance Companies 15 Mountain View Road Warren, NJ 07059 Policy Number 3583-62-82 CLT Effective Date OCTOBER 31, 2009 Issued by the stock insurance company indicated below, herein called the company. FEDERAL INSURANCE COMPANY Producer No. 0026844 Incorporated under the laws of INDIANA Producer ARTHUR J. GALLAGHER RISK MANAGEMENT SERVICES INC. TWO PIERCE PLACE ITASCA, IL 60143-3141 .. Policy Period From: OCTOBER 31, 2009 To: OCTOBER 31, 2010 12:01 A.M. standard time at the Named Insureds mailing address shown above. snz :�xvrx< ..r.:aammnxswsasr.,a%�sxa Liability Coverage Limit Of Insurance PREMISES/OPERATIONS GENERAL AGGREGATE LIMIT $ 2,000,000 (PRODUCTS AND COMPLETED OPERATIONS ARE SUBJECT TO THE GENERAL AGGREGATE) EACH OCCURRENCE LIMIT $ 1,000,000 ADVERTISING INJURY AND $ 1,000,000 PERSONAL INJURY AGGREGATE LIMIT DAMAGE TO PREMISES $ 1,000,000 RENTED TO YOU LIMIT MEDICAL EXPENSES LIMIT $ 10,000 Liability Insurance Issue Date: NOVEMBER 17, 2009 Form e0-02-WI0(Ed. 4-94) Declarations continued Page I Liability Insurance General Liability Table Of Contents Section Page No. 3 Coverages s Investi ation, Defense And ,k 4 �Settlements Su plementa�Pa�ments 4 5 Coverage Territo 3.�i.��) 'RAL'�SSSY::P#LRiI' SK�4� .• 5 Who Is An Insured Limits Of Insurance M9 Bodil In'urylProperl,Damage Exclusions 10 Advertisin In�u /Personal In a Exclusions � , � 4 :,ry. Medicalenses Exclusions 15 6 Polic Exclusions 3 Conditions 25 Definitions Form 80-02-2000 (Rev. 4.01) COnfrsct Page 1 of 32 icGeneral Liability Supplementary b. release attachments; Payments but only for band amounts within the available Limit Of Insurance. We do not have to (continued) furnish these bonds. C. reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or suit, including actual loss of earnings up to $1000 a day because of time off from work. D. costs taxed against the insured in the suit, except any: 1. attorney fees or litigation expenses; or 2. other loss, cost or expense; in connection with any injunction or other equitable relief. F. prejudgment interest awarded against the insured on that part of a judgment we pay. If we make an offer to pay the applicable Limit Of Insurance, we will not pay any prejudgment interest based on that period of time after the offer. F. interest on the full amount of a judgment that accrues after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable Limit Of Insurance. Supplementary Payments does not include any fine or other penalty. These payments will not reduce the Limits Of Insurance. Our obligation to make these payments ends when we have used up the applicable Limit Of Insurance. OMM Coverage Territory This insurance applies anywhere, provided the insured-s responsibility to pay damages, to which this insurance applies, is determined in a suit on the merits brought in the United States of America (including its possessions and territories), Canada or Puerto Rico, or in a settlement to which we agree. Who Is An Insured Sole Proprietorships I ly are r spnddi to the conduct you and your u bus ness ouse are which you are the sole reds; but you and yourownspouse are insureds with If you die: • persons or organizations having proper temporary custody of your property are insureds; but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed; and • your legal representatives are insureds; but they are insureds only with respect to their duties as your legal representatives. Such legal representatives will assume your rights and duties under this insurance. Liability Insurance page 5 or 32 Form 30-02-2000 (Rev. 4-01) Contract Who Is An Insured (continued) Partnerships Or Joint If you are a partnership (including a limited liability partnership) or a joint venture, you are an Ventures insured. Your members, your partners and their spouses are insureds; but they are insureds only with respect to the conduct of your business. Limited Liability z If you are a limited liability company, you are an insured. Your members and their spouses are Companies insureds; but they are insureds only with respect to the conduct of your business. Your managers are insureds; but they are insureds only with respect to their duties as your managers. Other Organizations If you are an organization (including a professional corporation) other than a partnership, joint venture or limited liability company, you are an insured. Your directors and officers are insureds; but they are insureds only with respect to their duties as your directors or officers. Your stockholders and their spouses are insureds; but they are insureds only with respect to their liability as your stockholders. .:.. Employees Your employees.are insureds but they are insureds onlyfor acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no employee is an insured for: A. bodily injury, advertising injury or personal injury: 1. to you, to any of your directors, managers, members, officers or partners (whether or not an employee) or to any co -employee while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; 2. to the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in subparagraph A.1. above; or 3. for which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in subparagraphs A,1. or A.2. above. With respect to bodily injury only, this limitation does not apply to: • you or to your directors, managers, members, officers, partners or supervisors as insureds; or • your employees, as insureds, with respect to such damages caused by cardio- pulmonary resuscitation or first aid services administered by such an employee; or B. property damage to any property owned, occupied or used by you or by any of your directors, managers, members, officers or partners (whether or not an employee) or by any of your employees. This limitation does not apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. Liability Insurance Page 6 of 32 Form 8o-02-2000 (Rev. 4-01) Contract Ccriuse General Liability 1 Who Is An Insured (continued) Volunteers Persons who are volunteer workers for you are insureds; but they are insureds only for acts within the scope of their activities for you and at your direction. Real Estate Managers Persons (other than your employees) or organizations acting as your real estate managers are insureds; but they are insureds only with respect to their duties as your real estate managers. ment registered in your name under a motor vehicle registration law: Permissive Users Of With respect to mobile equip Mobile Equipment A. persons driving such equipment on a public road with your permission are insureds; and B. persons or organizations responsible for the conduct of such persons described in subparagraph A. above are insureds; but they are insureds only with respect to the operation of the equipment and only if no other insurance of any kind is available to them. However, no person or organization is an insured with respect to: • bodily injury to any co -employee of the person driving the equipment; or • property damage to any property owned or occupied by or loaned or rented to you, or in your charge or the charge of the employer of any person who is an insured under this provision. l Vendors Persons or organizations who are vendors of your products are insureds, but they are insureds only with respect to their liability for damages for bodily injury or property damage resulting from the distribution or sale of your products in the regular course of thew business and only if this insurance applies to the products -completed operations hazard. However, no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for bodily injury or property damage that such vendor would have in the absence of such contract or agreement; • representation or warranty unauthorized by you; • physical or chemical change in your products made intentionally by the vendor; • repackaging, unless unpacked solely for the purpose of inspection, demonstration or testing, or the substitution of pans under instruction from the manufacturer and then repacked in the original container; • failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of your products; • demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of your products; or • of your products which, after distribution or sale by you, have been labeled or relabeled or used as a container, ingredient or part of any other thing or substance by or for the vendor. Liability Insurance page 7 of 32 Form 80-02-2000 (Rev. 4-01) Contract Vendors Further, no person or organization from whom you have acquired your products, or any container, (continued) ingredient or part entering into, accompanying or containing your products, is an insured under this provision. ...........£, ...... Lessors Of Equipment Persons or organizations From whom you lease equipment are insureds; but they are insureds only with respect to the maintenance or use by you of such equipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However, no such person or organization is an insured with respect to any: • damages arising out of their sole negligence; or • occurrence that occurs, or offense that is committed, after the equipment lease ends. .. .:: LBSSO(S Of Premises Persons or organizations from whom you lease premises are insureds, but they are insureds only with respect to the ownership, maintenance or use of that particular part of such premises leased to you and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However, no such person or organization is an insured with respect to any: damages arising out of their sole negligence; occurrence that occurs, or offense that is committed, after you cease to be a tenant in the Premises; or structural alteration, new construction or demolition operations performed by or on behalf of ) them. Subsidiary Or Newly If there is no other insurance available, the following organizations will qualify as named insureds: Acquired Or Formed a subsidiary organization of the first named insured shown in the Declarations of which, at Organizations the beginning of the policy period and at the time of loss, such first named insured controls, either directly or indirectly, more than fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization; or • a subsidiary organization of the first named insured shown in the Declarations that such first named insured acquires or forms during the policy period, if at the time of loss such first named insured controls, either directly or indirectly, more than Fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization. ........ ... :...:........:..:..:<.;.:'...:' .... '...'e... i'n:;.....r....::.a'.RF::'x:aq;Rxwf::iii::.:::;i::.•.5<4i2<4 Limitations On Who Is An A Except to the extent provided under the Subsidiary za Newly Acquired Or Formed Insured Organizations provision above, no person or organization is an insured with respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect to the: 1. ownership, maintenance or use of any assets; or 2. conduct of any person or organization whose assets, business or organization; Liability insurance IEGeneral Liability Who Is An Insured Limitations On Who Is An you acquire, either directly or indirectly, for any: Insured bodily injury or property damage that occurred; or (continued) • advertising injury or personal injury arising out of an offense firs[ committed; in whole or in part, before you, directly or indirectly, aquired such assets, business or organization. Limits Of Insurance The Limits Of Insurance shown in the Declarations and the rules below fix the most we will pay, regardless of the number of: • insureds; • claims made or suits brought; or • persons or organizations making claims or bringing suits. The Limits Of Insurance apply separately to each consecutive annual period and to any remaining (12) months, starting with the beginning of the policy period shown in _ period of less than twelve the Declarations, unless the policy period is extended after issuance for an additional period of less than twelve (12) months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits Of Insurance. General Aggregate Limit Subject to the Each Occurrence Limit, the General Aggregate Limit is the most we will pay for the sum of: • damages for bodily injury and property damage, except damages included in the products -completed operations hazard; and • medical expenses. Products -Completed Subject to the Each Occurrence Limit, the Products Completed Operations Aggregate Limit is the Operations Aggregate most we will pay for the sum of damages for bodily injury and property damage included in the Limit products -completed operations hazard. ..:..;.•,:��;::aa�:.;xsxx�ssx::zx.�zw':a'zcs:'r.;::as::.,.....::. ..:.:.:.,. s::::•a:x::s;:::::�sw,�,�,•r�.:;,•::::<>.;:<:„.xx:s«•;,::::::.;:�:a><z;:::<s :xee::ass::a�:s>,�•r:�s;.:,.::.!.will a for the sum Advertising Injury And The Advertising Injury And Personal Injury Aggregate Limit is the most we pay Personal Injury Aggregate damages for advertising injury and personal injury. Limit %:'ssi^ s Each Occurrence Limit The Each Occurrence Limit is the most we will pay for the sum of. • damages for bodily injury and properly damage; and Liability InsnrancO medical expenses; arising out of any one occurrence. Any amount paid for damages or medical expenses will reduce the amount of the applicable aggregate limit available for any other payment. Panty Prepared by and after recording return to: Legal Department TowerCo Assets LLC 5000 Valleystone Drive Cary, NC 27519 DOC # 2010-0280258 06/17/2010 08:00A Fee:NC Page I of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 1111111111111111111111111111111111111111111111111111111 S R U PAGE SIZE DA I MISC I LONG I RFD I COPY M A L 465 426 PCOR NCOR SMF NCH ezHrs UNI ✓l/ T: CTY (Recorder's Use Above This Line) STATE OF CALIFORNIA Parcel No: 775-100-004 COUNTY OF RIVERSIDE AMENDMENT TO MEMORANDUM OF COMMUNICATIONS SITE LEASE AGREEMENT(GROUND) Document Date: O Grantor/Lessor: CITY OF LA QUINTA, a municipal corporation Address: P.O. Box 1504, La Quinta, California 92247-1504 Grantee/Lessee: TOWERCO ASSETS LLC, a Delaware limited liability company Address: 5000 Valleystone Drive, Cary, North Carolina 27519 Legal Description of the Land is attached as Attachment A on Page 5. THE UNDERSIGNED GRANTOR DECLARES DOCUMENTARY TRANSFER TAXIS -0- X TERM OF LEASE, INCL. OPTIONS UNDER 35 YEARS COMPUTED ON FULL VALUE OF PROPERTY COMPUTED ON FULL VALUE LESS VALUE OF LIENS OR ENCUMBRANCES REMAINING AT THE TIME OF SALE UNINCORPORATED AREA CITYOF Amended Memorandum ToweiCo to: CA2904 Page 1 of 6 DM-763971-V2 AMENDMENT TO MEMORANDUM OF COMMUNICATIONS SITE LEASE AGREEMENT(GROUND) This Amendment to Memorandum of Communications Site Lease Agreement (Ground) ("Amended Memorandum") is made effective as of the latter of the signature dates below between CITY OF LA QUINTA, a municipal corporation with an address of P.O. Box 1504, La Quinta, California 92247-1504 ("Landlord") and TOWERCO ASSETS LLC, a Delaware limited liability company ("Tenant'). 1. Landlord and Tenant (as successor -in -interest to Nextel of California, Inc. d/b/a Nextel Communications) are parties to that certain Communications Site Lease Agreement (Ground) dated December 7, 2005 (as amended, the "Lease") for certain real property and easements (collectively the "Premises") which are a portion of that real property owned by Landlord located in the City of La Quinta, County of Riverside, State of California (the "Land"). 2. A Memorandum of the Lease was recorded on March 24, 2009 as Document Number 2009-0142306 of the official records of Riverside County, California (the "MOL"). 3. The Assigmnent of the Lease to Tenant was recorded on February 20, 2009 as Document Number 2009-0083028 of the official records of Riverside County, California. 4. Landlord and Tenant have amended the Lease and desire to amend the MOL to reflect the changes set forth in the Lease amendment. 5. The MOL is amended as follows: a. The Premises leased by Tenant is One Thousand Twenty Seven (1,027) square feet as shown on attached Attachment B. Attachment B shall supplement existing Exhibit B of the MOL. 6. In the event of any inconsistencies between the terms of the MOL, as amended by this amendment, and the Lease, the term set forth in the Lease shall control. ]SIGNATURES APPEAR ON NEXT PAGE] Amended Menomdum ToweiCo ID: CA2804 Paea 2 of 6 DNI-763971-V2 IN WITNESS WHEREOF, the parties have executed this Amendment to Memorandum of Communications Site Lease Agreement (Ground) as of the latter of the signature dates below. LANDLORD CITY OF LA QUINTA, a municipal corporation O Print Name: Title: 1;�1A.✓HGe/z— T Date: LANDLORD ACKNOWLEDGMENT STATE OF CALIFORNIA ) p ) ss: COUNTY OF On 6�2�1� bef e me, personally appeared , o proved to nat on the b s of sausfactor evidence to be the person(s) whose name(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. IAjLA-r e a, ---- Notary Public. _ I1og979 My Commission Expires: �� (NOTARY SEAL) i Amended Memorandum ToweiCo ID: CA2804 Page 3 of 6 DM-763971-V2 NOTARY CLARITY Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary: Phyllis Manley Commission #: 1697796 Place of Execution: California Date Commission Expires: 10/16/2010 Date: Signatur Print Name: Raymond W. Moore ACR 186P-AS4RE0 (Rev. 09/2006) Available in Alternate Formats TENANT ACKNOWLEDGMENT STATE OF CALIFORNIA ) ss: COUNTY OF ORANGE TENANT TOWERCO ASSETS limited liability company By: LLC, a Delaware Print Name: Michael P. MacPherson Title: Vice President / General Manager Date:'�5 On dtl'F 0/0 before me, Daneen Wilder, Notary Public, personally appeared Michael P. MacPherson, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(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 seat. DAMEEN OLLO M 60MM. 01852904 IBo Public • (',�IitOrIN! � (N L) 0renpe County poy Comm. E= Jun L2013 Amended Memonndum ToweCo ID: CA2804 Notary Public: t+�g52:�� G�Q2V t��P1 My Commission Expires: Page 4 oP 6 DM-763971-V2 ATTACHMENT A LAND The following described real property in the City of La Quinta County of Riverside, State of California: That portion of the northeast one -quarter of Section 16, Township 6 South - Range 7 East, San Bernardino Meridian, in the City of La Quinta, County of Riverside, State of California, described as follows: Commencing at the northeast quarter of Section 16 as shown on a Record of Survey, filed in Book 70, Pages 96 through 98 inclusive of Records of Survey, in the office of the County Recorder, of said County, said Madison Street; Thence South 89' 03' 03" West along the centerline of 54th Avenue, a distance of 460.00 feet; Thence South 00' 56' 57" East at right angles to the centerline of 54th Avenue, a distance of 50.00 feet to a point on the southerly right of way line of 54th Avenue, said point being the point of beginning; Thence North 89' 03' 03" East along the southerly right of way line of 54th Avenue, a distance of383.96 feet; Thence South 46' 43' 50" East a distance of 32.08 feet to a point on the westerly right of way line of Madison Street, and said point located 55.00 feet from the centerline of Madison Street; Thence South 02' 30' 40" East along the westerly right of way line of Madison Street, a distance of 272.10 feet; Thence West a distance of 12.00 feet to the beginning of a tangent curve, concave south easterly and having radius of 38.00, through a central angle of 90' 00' 00", an arc distance of 59.69 feet; Thence West a distance of 80.92 feet, to a point of a curve, concave southwesterly and having a radius of 174.00 feet, through a central angle of 28' 29' 56" an arc distance of 86.55 feet; Thence North 45' 00' 00" West, a distance of 264.41 feet to the beginning of a tangent curve, concave southwesterly and having a radius of 242.69 feet, through a central angle of 16' 51' 26", an arc distance of 71.40 feet; Thence North 00' 56' 57" West, a distance of 22.50 feet to the point of beginning. Consists of 1.954 Acres. Tax Parcel No. 775-100-004 Amended Memorandum TowetCo ID: CA2804 Paee 5 of 6 DM-76397I-V2 ATTACHMENT B PREMISES An approximately One Thousand Twenty Seven (1,027) square foot portion of the Land, and all access and utility easements, as depicted below. Amended Memorandum TOwe1Co ID: CA2804 Page 6 of 6 DM-763971-V2 December 29, 2010 City of La Quinta PO Box 1504 La Quinta, CA 92247-1504 via certified mail# 70101870000108398713 Subject: Renewal of the Communications Site Lease_ Agreement (Ground) for Site CA2804, Address: 54001 Madison St. Dear City of La Quinta: Pursuant to Section 3 of the Communications Site Lease Agreement (Ground) dated December 7, 2005 between Landlord and Nextel of California, Inc.; TowerCo hereby provides courtesy written notice that TowerCo is exercising its right to extend the term of the Agreement for an additional five year term from January 11, 2011 through January 10, 2016. Please feel free to contact me regarding any issues concerning the Agreement. You may reach me by phone at 919-653-5747 or via email at cdoherty@towerco.com. When communicating with our office, please refer to the TowerCo site reference number CA2804. Thank you for your cooperation and assistance. Sincerely, -- - - - ---_— TowerCo ChadVOhe#-ty Chad Doherty Lease Accountant/Property Manager- SoCal, HI and Las Vegas TowerCo SOOOW11,pwna Dr. "� 919.169.5559 919.469.5510 k irdoQrawerco.com 3 mwerco tnm Suite 200 Cal. NC 27519