Loading...
HomeMy WebLinkAbout5260r Contract Number- 5260 Vendor SBA 2012 TC ASSETS, LLC Subject Tower Lease - Olympus Department City Clerk File Class LEG 12-1 Begin Date 4/6/2013 End Date 4/5/2038 Review Date: 4/6/2037 Vault Date: Comments PRIOR LEASE. This Lease replaces and supersedes that certain Telecommunications Facilities Lease Agreement dated December 28, 2006, as amended (the "Prior Lease") by and between Lessor, as hereinafter defined and as successor in interest to Lessor's Entity as named in Prior Lease and Lessee, as hereinafter defined and as successor in interest The parties are hereby released from all rights and obligations under the Prior Lease accruing after the Commencement Date as defined below LAND LEASE This Land Lease, hereinafter referred to as "Lease", is made the last day executed below by and between the CITY OF BREMERTON, a municipal corporation, duly organized and existing under the laws of the State of Washington, having an address of 3027 Olympus Drive, Bremerton, Washington 98310-4799, hereinafter referred to as "Lessor" and SBA 2012 TC ASSETS, LLC, a Delaware limited liability company, having an office at 5900 Broken Sound Parkway, N W, Boca Raton, Florida 33487-2797, hereinafter referred to as "Lessee " 1 The Option INTENTIONALLY DELETED 2 Leased Space and Premises Lessor shall lease, and hereby leases, to Lessee approximately 1,600 (40' x 40') square feet of space as depicted in Exhibit A attached hereto (the "Leased Space") within the property commonly known as 3027 Olympus Drive, City of Bremerton, County of Kitsap, State of Washington 98310, Parcel Id 122401-2-028-2007 and 122401-2-027-2008, with the legal description set forth in Exhibit B attached hereto ("Premises") Lessor also hereby grants to Lessee the right to survey the Leased Space at Lessee's cost The survey will automatically replace Exhibit A and be made a part hereof The Leased Space legal and access and utility easement set forth in the survey will replace any parent parcel description set forth in Exhibit B as soon as it becomes available In the event of any discrepancy between the description of the Leased Space contained herein and the survey, the survey will control The Leased Space will be utilized to construct, support and operate a wireless communications facility, including a communications tower, antennas, cables, and related structures and improvements (collectively the "Structures"), including the uses as permitted and described in Section 11 of this Lease and for any other purpose with the Lessor's prior written consent which shall not be unreasonably withheld, conditioned or delayed In the event Lessee chooses to erect a guyed tower, Lessor hereby grants an appurtenant easement to Lessee (i) in, over and across the Premises for the purpose of anchoring, mounting and replacing the guy wires extending from Lessee's tower on the Leased Space, and (ii) in, over and across that portion of the Premises lying within twenty (20) feet from each guy wire anchor and from both sides of every guy wire for the purpose of maintaining and repairing such guy anchors and wires together with the right to clear all trees, undergrowth or other obstructions and to trim, cut and keep trimmed and cut all tree limbs, undergrowth, or other obstructions which may, in the reasonable opinion of Lessee, interfere with or fall upon Lessee's tower, any of the tower's guy anchors and wires or any of Lessee's other improvements on the Leased Space Lessor may relocate Lessee to another space within the City of Bremerton, PROVIDED THAT 1) the space is adequate for Lessee's and its sublessees' purposes, 2) Lessor provides 24 months' notice prior to the relocation and 3) Lessor is responsible for the reasonable costs of relocating Lessee and its sublessees to the new space 3 Term The term of this Lease will be twenty-five (25) years ("Term") from the "Commencement Date" specified below Should Lessee desire to renew the Lease at the end of the Term, Lessee shall notify Lessor prior to the expiration of the Lease Site Name Bre001 Site No WA48169-A 4. Rent The rent for the Lease will be One Thousand Four Hundred Fifty Nine and 98/100 Dollars ($1,459 98), per month (the "Rent"), paid monthly in advance, which Lessee will pay to Lessor at the place as Lessor will designate to Lessee in writing If the initial term does not begin on the first day or end on the last day of a month, the Rent for that partial month will be prorated by multiplying the monthly Rent by a fraction, the numerator of which is the number of days of the partial month included in the initial term and the denominator of which is the total number of days in the full calendar month Beginning with the second (2nd) year of the Lease and every year thereafter, the then current monthly rental fee will be increased by four (4%) percent Lessee is entitled to withhold payment of Rent until such time as Lessee receives a completed W-9 form from Lessor, setting forth the Federal tax identification number of Lessor or the person or entity to whom the Rent checks are to be made payable as directed in writing by Lessor The parties acknowledge and agree that the foregoing is a reasonable requirement in order to allow Lessee to comply with its legal requirements In addition to the Rent, Lessor shall receive an additional Fifty percent (50%) per month, revenue sharing beginning with the second (2nd) sublessee, including but not limited to, PCS providers such as AT&T, Verizon, T -Mobile and Sprint -Nextel, using the Structures or the Leased Space Notwithstanding the foregoing, all Rent contained herein shall be payable one month in arrears upon Lessee's receipt of rental payment from its sublessees Lessee shall provide Lessor a summary report listing the sublessees on the tower with Lessor's monthly rent check In the event the first (1') sublessee is no longer a tenant on the Leased Space, the second (2nd) sublessee who collocated on the Leased Space will take the place of the first (l') sublessee for purposes of being excluded from the revenue sharing provisions of this section The parties acknowledge that Lessor has permitted Cencom (an emergency communications service of Kitsap County) to locate equipment necessary for its emergency communications service on the Leased Space Lessee agrees to accommodate Cencom's equipment, used exclusively for Cencom's primary business as an emergency communications service, at one mutually agreeable elevation on the tower or shelter at a rate of one dollar ($100) per year payable by Lessor so long as tower space, capacity and ground space for any required Cencom ground equipment are available Cencom's equipment, installation height and ground space shall be mutually agreed upon by Lessee and Lessor at a later date Prior to installation of any equipment, Lessor agrees to execute an Antenna Site Agreement ("ASA"), substantially similar to the one attached hereto as Exhibit C Lessor at Lessor's sole cost and expense shall be responsible for the installation of its antennas and equipment on the tower or shelter Lessor or Cencom shall be entitled to replace the equipment with equivalent equipment upon prior written amendment of the ASA Any replacement of Cencom's initial equipment shall be installed at the sole cost and expense of Lessor or Cencom 5 Ingress and Egress Lessor hereby grants to Lessee an easement (the "Easement") for ingress, egress and regress over the Premises adjacent to the Leased Space for construction, operation and maintenance of the Structures on the Leased Space, and for installation, construction, operation and maintenance of underground and above ground telephone, telegraph, and power lines, in connection with its use of the Leased Space The term of this Easement will continue until the last to occur of (i) expiration of the initial term or renewal term, or (ii) removal by Lessee of all of its property from the Leased Space after expiration of the initial term or renewal term The location and configuration of the Easement will be agreed upon by the parties within ten (10) business days after the latter of Lessee's exercise of the Option, or Lessee's approval of the survey The Easement shall be included in any recorded Memo (as hereinafter defined) of this Lease In addition, at Lessee's request and expense, this Easement will be set forth in a separate easement agreement (the "Easement Agreement") which Lessor and Lessee agree to execute and which Lessee will have recorded as an encumbrance on the property of Lessor In all events, the Easement and this Lease shall be binding upon all subsequent owners, successors and assigns Lessee agrees that Lessor may, at Lessor's expense, relocate the above described easements to another comparable location on the Premises provided that (a) Lessee receives no less than sixty (60) days prior written notice thereof, (b) Lessee approves the proposed new location of the easement, which approval will not be unreasonably withheld or delayed, (c) Lessee's access and beneficial use and enjoyment of the Leased Space is not interrupted, obstructed or materially affected, and (d) the utility services to the Leased Space are not interrupted 6 _Title and Ouiet Possession Lessor represents and covenants that Lessor owns the Leased Space in fee simple terms, free and clear of all liens, encumbrances and restrictions of every kind and nature, except for those as set forth below Name of Lien holder Tyne of Lien None N/A Lessor represents and warrants that there are no matters affecting title that would prohibit, restrict or impair the leasing of the Leased Space or use or occupancy thereof in accordance with the terms and conditions of the Lease Lessor represents and warrants to Lessee that Lessor has the full right to make this Lease and that Lessee will have quiet and peaceful possession of the Leased Space throughout the initial term or renewal term 7 Subordination, Non -disturbance and Attornment (a) Lessee agrees that this Lease will be subject and subordinate to any mortgages or deeds of trust now or hereafter placed upon the Leased Space and to all modifications thereto, and to all present and future advances made with respect to any such mortgage or deed of trust, provided that, the holder of any such instrument agrees in writing that Lessee's possession of the Leased Space will not be disturbed so long as Lessee will continue to perform its duties and obligations under this Lease and Lessee's obligation to perform the duties and obligations will not be in any way increased or its rights diminished by the provisions of this paragraph Lessee agrees to attorn to the mortgagee, trustee, or beneficiary under any such mortgage or deed of trust, and to the purchaser in a sale pursuant to the foreclosure thereof, provided that, Lessee's possession of the Leased Space will not be disturbed so long as Lessee will continue to perform its duties and obligations under this Lease Lessee's obligations hereunder are conditioned upon receipt by Lessee, within ten (10) business days after Lessee's notice of its intent to exercise the Option, or within ten (10) business days 2 Site Name Bre001 Site No WA48I69-A after the date of creation of any future mortgages or deeds of trust, of a Subordination, Non -disturbance and Attornment Agreement in form reasonably acceptable to Lessee, from any holder of a mortgage, deed to secure debt, or deed of trust to which this Lease is, or will become, subordinate (b) Secured Parties Lessee may from time to time grant to certain lenders selected by Lessee and its affiliates (the "Lenders") a lien on and security interest in Lessee's interest in the Lease and all assets and personal property of Lessee located on the Leased Space (the "Personal Property") as collateral security for the repayment of any indebtedness to the Lenders Lessor hereby agrees to subordinate any security interest, lien, claim or other similar right, including, without limitation, rights of levy or distraint for rent, Lessor may have in or on the Personal Property, whether arising by agreement or by law, to the liens and/or security interests in favor of the Lenders, whether currently existing or arising in the future Nothing contained herein shall be construed to grant a lien upon or security interest in any of Lessor's assets Should Lender exercise any rights of Lessee under the Lease, including the right to exercise any renewal option(s) or purchase option(s) set forth in the Lease, Lessor agrees to accept such exercise of rights by Lenders as if same had been exercised by Lessee, and Lessee, by signing below, confirms its agreement with this provision If there shall be a monetary default by Lessee under the Lease, Lessor shall accept the cure thereof by Lenders within fifteen (15) days after the expiration of any grace period provided to Lessee under the Lease to cure such default, prior to terminating the Lease If there shall be a non -monetary default by Lessee under the Lease, Lessor shall accept the cure thereof by Lenders within thirty (30) days after the expiration of any grace period provided to Lessee under the Lease to cure such default, prior to terminating the Lease The Lease may not be amended in any respect which would be reasonably likely to have a material adverse effect on Lenders' interest therein or surrendered, terminated or cancelled, without the prior written consent of Lenders If the Lease is terminated as a result of a Lessee default or is rejected in any bankruptcy proceeding, Lessor will enter into a new lease with Lenders or their designee on the same terms as the Lease within fifteen (15) days of Lenders' request made within thirty (30) days of notice of such termination or rejection, provided Lenders pay all past due amounts under the Lease The foregoing is not applicable to normal expirations of the term of the Lease In the event Lessor gives Lessee any notice of default under the terms of the Lease, Lessor shall simultaneously give a copy of such notice to Lender at an address to be supplied by Lessee Lessee shall have the right to record a memorandum of the terms of this paragraph 8 Governmental Approvals and Compliance During the initial term or renewal term, Lessee will make reasonable efforts to comply with all applicable laws affecting Lessee's use or occupancy of the Leased Space, the breach of which might result in a penalty on Lessor or forfeiture of Lessor's title to the Leased Space Lessee will not commit, or suffer to be committed, any waste on the Leased Space Lessor may be the permitting agency for improvements made to the Premises As such, Lessor must follow federal, state, and local laws and regulations in reviewing any applications for permits To the extent allowed by federal, state and local laws and regulations, Lessor agrees to fully cooperate with Lessee in order to obtain the necessary permits for construction and use of the Leased Space and its Structures (including any modification(s) to the tower or Leased Space or the addition(s) of equipment or sublessees to the tower or Leased Space), including, but not limited to, zoning approvals/permits and building permits Lessee will obtain any necessary governmental licenses or authorizations required for the construction and use of Lessee's intended Structures on the Leased Space and will furnish copies of same to Lessor as same are issued If and to the extent Lessee is at any time required to landscape or provide screening around the outside of the tower or Leased Space, Lessor hereby grants Lessee an easement ten (10) feet in width around the perimeter of and adjacent to the Leased Space in order to comply with such landscaping or screening requirements 9 Assignment and Subleasing Lessee may sublet all or part of the Leased Space or may assign or transfer this Lease in whole or in part without Lessor's consent Upon such assignment, Lessee shall be relieved of all liabilities and obligations under this Lease Lessor may not assign the Rent or this Lease or any rights hereunder, except in connection with conveyance of fee simple title to the Premises, without the prior written consent of Lessee, in Lessee's sole discretion In the event that Lessee from time to time subleases all or a portion of the Leased Space or as otherwise reasonably required by Lessee for work at the Leased Space, Lessor hereby grants to Lessee a temporary construction easement over such portion of the Premises as is reasonably necessary for such work Following the completion of such work, Lessee shall, at Lessee's sole cost and expense, promptly repair any damage to the temporary easement area arising from Lessee's use thereof 10 Notices. All notices, demands, requests, consents, approvals and other instruments required or permitted to be given pursuant to this Lease will be in writing, signed by the notifying party, or officer, agent or attorney of the notifying party, and will be deemed to have been effective upon delivery if served personally, including but not limited to delivery by messenger, overnight courier service or by overnight express mail, or upon posting if sent by registered or certified mail, postage prepaid, return receipt requested, and addressed as follows To Lessor City of Bremerton Attn City Clerk 345 Sixty Street, Suite 600 Bremerton, WA 98337 Emergency Bill McKinney Contact Phone # - (360) 473-5354 Rent Payable to City of Bremerton To Lessee SBA 2012 TC Assets, LLC 5900 Broken Sound Parkway, N W Boca Raton, FL 33487-2797 RE Bre00I/WA48169-A Attn Site Administration Phone # - (561) 995-7670 The address to which any notice, demand, or other writing may be delivered to any party as above provided may be changed by written notice given by the party as above provided Simultaneously with any notice of default given to Lessee under the terms of this Lease, Lessor shall deliver a copy of such notice to Lender at an address to be provided by Lessee 11 Lessee Improvements Lessee has the right, at its sole expense, to make the improvements on the Leased Space as it may Site Name Bre001 Site No WA48169-A deem necessary, including any improvements necessary for the construction and operation of the Structures Lessee will be responsible for the cost of any site preparation work necessary to prepare the Leased Space to support the Structures All Lessee's improvements, including but not limited to, prefabricated buildings, generators, fencing, Structures and any other improvements will remain the property of Lessee The Structures may be used for the transmission, reception and relay of communication signals, including, without limitation, radio frequency signals Upon termination of this Lease, Lessee will, to the extent reasonable, restore the Leased Space to its original condition at the commencement of this Lease, except for ordinary wear and tear and damages by the elements or damages over which Lessee had no control Lessee and Lessor agree that any improvements contemplated hereunder which are permanent in nature, including but not limited to towers, foundations, footings, concrete, paving, gravel, vegetation and utilities will remain on the Premises unless within thirty (30) days after the expiration of the Lease, Lessor, at its sole discretion, provides notice to Lessee to remove any or all of the improvements at Lessee's expense 12 Insurance Lessee - Lessee, at all times during the term(s) of this Lease, will maintain in full force a comprehensive public liability insurance policy covering all of its operations, activities, liabilities and obligations on the Leased Space, having limits not less than Two Million Dollars ($2,000,000) On or before the Commencement Date, Lessee will give Lessor a certificate of insurance evidencing that such insurance is in effect Lessee shall deliver to Lessor a renewal certificate evidencing that such insurance is in effect within ten (10) business days of Lessor's request for such certificate Lessor shall be named as an additional insured on Lessee's comprehensive public liability insurance policy as it relates to the Leased Premises Lessee's insurance shall be primary and non- contributory insurance as respects the Lessor's insurance or self- insurance All insurance policies provided by Lessee shall contain a waiver of subrogation against the Lessor for claims arising out of any operations, liabilities and obligations to which coverage applies The insurance policy shall be issued by an insurance company authorized to do business in the state in which the Leased Space is located and shall provide thirty (30) days prior written notice to the Lessor of any cancellation of such policy Any insurance required to be provided by Lessee may be provided by a blanket insurance policy covering the Leased Space and other properties leased or owned by Lessee provided that such blanket insurance policy complies with all of the other requirements with respect to the type and amount of insurance 13 Operating Expense Lessee will pay for all water, gas, heat, light, power, telephone service, and other public utilities furnished to the Leased Space and used by Lessee throughout the initial term or renewal term hereof, and all other costs and expenses of every kind whatsoever in connection with the use, operation, and maintenance of the Leased Space and all activities conducted thereon 14 Taxes Lessee will pay any personal property taxes assessed on, or any portion of the taxes attributable to the Structures Lessor will pay when due all real property taxes and all other fees and assessments attributable to the Premises Lessee agrees to pay the leasehold excise tax on the rent payment pursuant to Chapter 82 29A RCW currently in the amount of 12 84 percent and as may be adjusted pursuant to Chapter 82 29A RCW The leasehold excise tax applies to revenue sharing of sublessees' rent payments pursuant to Section 4 of this Lease 15 Maintenance Lessee will use best efforts to maintain the Leased Space in good condition and state of repair Except insofar as Lessee is made responsible by this Lease, Lessor will maintain the premises surrounding the Leased Space in good condition and state of repair 16 Hold Harmless Lessor will be held harmless by Lessee from any liability (including reimbursement of reasonable attorneys' fees and all costs) for damages to any person or any property in or upon the Leased Space at Lessee's invitation, or for damages to any person or property resulting from the actions of Lessee (including damages caused by or resulting from the existence of the Structures) on the Leased Space, unless the damages are caused by, or are the result of, the misconduct or negligence of Lessor or any of Lessor's agents, servants, employees, licensees or invitees Notwithstanding any provisions herein to the contrary, it is understood and agreed that all property kept, installed, stored or maintained in or upon the Leased Space by Lessee will be so installed, kept, stored or maintained at the risk of Lessee Lessor will not be responsible for any loss or damage to equipment owned by Lessee which might result from tornadoes, lightning, wind storms, or other Acts of God, provided, however, Lessor will be responsible for, and agrees to hold Lessee harmless from any liability (including reimbursement of reasonable legal fees and all costs), for damages to any person or any property in or upon the Leased Space arising out of the misconduct or negligence of Lessor or any of Lessor's agents, servants, employees, licensees or invitees Except for willful misconduct, neither Lessor nor Lessee will in any event be liable in damages for each other's business loss, business interruption or other consequential damages of whatever kind or nature, regardless of the cause of the damages, and each party, and anyone claiming by or through them, expressly waives all claims for the damages 17 Termination Rights (a) Lessee may terminate this Lease, at its option, after giving Lessor not less than sixty (60) days prior written notice to cure, if (i) any governmental agency denies a request by Lessee for a permit, license or approval which is required for Lessee to construct or operate the Structures on the Leased Space or any such permit is revoked, (►i) Lessee determines that technical problems or radio interference problems from other antennas or from nearby radio transmitting facilities, which problems cannot reasonably be corrected, impair or restrict Lessee from using the Leased Space for Lessee's intended purpose, (iii) Lessee determines that it does not have acceptable and legally enforceable means of ingress and egress to and from the Leased Space, (iv) Lessor does not have legal or sufficient ownership of or title to the Leased Space or Premises or the authority to enter into this Lease, (v) utilities necessary for Lessee's contemplated use of the Leased Space are not available, (vi) the Leased Space is damaged or destroyed to an extent which prohibits or materially interferes with Lessee's use of the Leased Space or Lessee's equipment and attachments thereto, (vii) the Premises now or hereafter contains a Hazardous Material, (vin) Lessee is unable to obtain a Subordination, Non -disturbance and Attomment Agreement, (ix) a material default by Lessor occurs, (x) Lessor fails to perform any of the material covenants or provisions of this Lease or if any representation or warranty contained herein is found to be untrue, (xi) the Leased Space is the subject of a condemnation proceeding or taking by a governmental authority, or quasi -governmental authority with the power of condemnation, or if the Leased Space is transferred in lieu of condemnation (rent will be abated during the period of condemnation or taking), (xu) the use of the site will not sufficiently benefit Lessee economically or commercially, (xni) if Lessee 4 Site Name Bre001 Site No WA48169-A determines, in its sole discretion that it will not be viable to use the site for its intended purpose, or (xiv) if Lessee determines, in its sole discretion, that it will be unable to use the site for any reason In the event of termination by Lessee or Lessor pursuant to this provision, Lessee will be relieved of all further liability hereunder Any rental fees paid prior to the termination date will be retained by Lessor In the event Lessor fails to perform its obligations under this Lease for any reason other than Lessee's breach, Lessee may pursue all remedies available at law and in equity Lessor hereby acknowledges that Lessee will incur significant expenses in reliance on this Lease, and therefore agrees to pay Lessee for all consequential damages which Lessee will suffer as a result of Lessor's breach In the event Lessor fails to comply with the terms of this Lease, Lessee may, in its sole and absolute discretion, cure any such default, and to the extent Lessee mcures any expenses in connection with such cure (including but not limited to the amount of any real property taxes Lessee pays on behalf of Lessor), Lessor agrees to promptly reimburse Lessee for such expenses incurred and hereby grants Lessee a security interest and lien on the Premises, to secure Lessor's obligation to repay such amounts to Lessee In addition, Lessee may offset the amount of any such expenses incurred against any rent payable hereunder (b) Lessor may only terminate this Lease, at its option, in the event of a material default by Lessee or Lessee's failure to pay Rent when due, which default or failure is not cured within sixty (60) days after Lessee's receipt of written notice of such default or failure No such failure to cure a material default, however, will be deemed to exist if Lessee has commenced to cure such default within said period and provided that such efforts are prosecuted to completion with reasonable diligence Delay in curing a material default will be excused if due to causes beyond the reasonable control of Lessee 18 Exclusivity INTENTIONALLY DELETED 19 Binding on Successors. The covenants and conditions contained herein will apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto Further, this Lease will run with the land and all subsequent purchasers will be subject to the terms and conditions specified herein 20 Access to Leased Space/Premises Lessee shall have at all times during the initial term or renewal term the right of access to and from the Leased Space and all utility installations servicing the Leased Space on a 24 hours per day/7 days per week basis, on foot or by motor vehicle, including trucks, and for the installation and maintenance of utility wires, cables, conduits and pipes over, under and along the right-of-way extending from the nearest accessible public right-of-way 21 Governing Law The parties intend that this Lease and the relationship of the parties will be governed by the laws of the State in which the Leased Space is located 22 Entire Lease All of the representations and obligations of the parties are contained herein, and no modification, waiver or amendment of this Lease or of any of its conditions or provisions will be binding upon a party unless in writing signed by that party or a duly authorized agent of that party empowered by a written authority signed by that party The waiver by any party of a breach of any provision of this Lease will not operate or be construed as a waiver of any subsequent breach of that provision by the same party, or of any other provision or condition of the Lease 23 Survey and Testing Lessee will have the right during the initial term or renewal term of this Lease (and the Option Period, if applicable) to survey, soil test, and make any other investigations 0 necessary to determine if the surface and subsurface of the Leased Space are suitable for construction and operation of the Structures If Lessee, prior to completion of the Structures determines that for any reason the surface or subsurface of the Leased Space is not suitable to construct and operate the Structures, this Lease, upon written notice given to Lessor prior to completion of the Structures will become null and void, provided that at Lessee's sole expense the Leased Space will be promptly restored to the extent contemplated by the Lessee Improvements section above and provided further that Lessee will deliver copies of all soil tests and investigation reports to Lessor 24. Oil. Gas and Mineral Rights Lessor does not grant, lease, let or demise hereby, but expressly excepts and reserves here from all rights to oil, gas and other minerals in, on or under and that might be produced or mined from the Leased Space, provided, however, that no drilling or other activity will be undertaken on or beneath the surface of the Leased Space or Easement area to recover any oil, gas or minerals This Lease is given and accepted subject to the terms and provisions of any valid oil, gas and mineral lease covering the Leased Space or any part thereof, now of record in the office of the County Clerk, provided, however, that any future oil, gas or mineral lease covering the above-described lands or any part thereof will be in all respects subordinate and inferior to the rights, privileges, powers, options, immunities, and interests granted to Lessee under the terms of this Lease 25. Hazardous Waste (a) The term "Hazardous Materials" will mean any substance, material, waste, gas or particulate matter which is regulated by the local governmental authority where the Leased Space is located, the State in which the Leased Space is located, or the United States Government, including, but not limited to, any material or substance which is (►) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or restricted hazardous waste" under any provision of state or local law, (n) petroleum, (iii) asbestos, (►v) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U S C '1251 et seq (33 U S C '1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recover Act, 42 U S C '6901 et seq (42 U S C '6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act 42 U S C '9601 et Seq (42) U S C '9601) The term "Environmental Laws" will mean all statutes specifically described in the foregoing sentence and all applicable federal, state and local environmental health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or imposing liability or standards concerning or in connection with Hazardous Materials (b) Lessor represents and warrants that, to the best of Lessor's knowledge, (i) the Leased Space has not been used for the use, manufacturing, storage, discharge, release or disposal of hazardous waste, (n) neither the Leased Space nor any part thereof is in breach of any Environmental Laws, (iii) there are no underground storage tanks located on or under the Leased Space, and (iv) the Leased Space is free of any Hazardous Materials that would trigger response or remedial action under any Environmental Laws or any existing common law theory based on nuisance or strict liability If any such representation is in any manner breached during the initial term or renewal term of this Lease ( a "Breach"), and if a Breach gives rise to or results in liability (including, but not limited to, a response action, remedial action or removal action) under any Site Name Bre001 Site No WA48169-A Environmental Laws or any existing common law theory based on nuisance or strict liability, or causes a significant effect on public health, Lessor will promptly take any and all remedial and removal action as required by law to clean up the Leased Space, mitigate exposure to liability arising from, and keep the Leased Space free of any lien imposed pursuant to, any Environmental Laws as a result of a Breach (c) In addition, Lessor agrees to indemnify, defend and hold harmless Lessee, its officers, partners, successors and assigns from and against any and all debts, liens, claims, causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, attorneys' fees, damages, liabilities, demands, interest, fines, penalties and expenses, consultants' fees and expenses, court costs and all other out-of-pocket expenses, suffered or incurred by Lessee and its grantees as a result of (a) any Breach, or (b) any matter, condition or state of fact involving Environmental Laws of Hazardous Materials which existed on or arose during the initial term or renewal term of this Lease and which failed to comply with (i) the Environmental Laws then in effect or (u) any existing common law theory based on nuisance or strict liability (d) Lessor represents and warrants to Lessee that Lessor has received no notice that the property or any part thereof is, and, to the best of its knowledge and belief, no part of the Premises is located within an area that has been designated by the Federal Emergency Management Agency, the Army Corps of Engineers or any other governmental body as being subject to special hazards (e) Lessee agrees to remove according to federal, state and local laws and regulations any Hazardous Materials as defined in this Lease which specifically includes diesel fuel and sulfuric acid, that remain on the Leased Space as a result of Lessee's use of the Leased Space or improvements made to the Leased Space Lessee agrees to indemnify, defend and hold harmless Lessor, its officers, partners, successors and assigns from and against any and all debts, liens, claims, causes of action, administrative orders and notices, costs (including without limitation, response and/or remedial costs), personal injuries, losses, attorneys' fees, damages, liabilities, demands, interest, fines, penalties and expenses, consultants' fees and expenses, court costs and all other out-of-pocket expenses, suffered or incurred by Lessor and its grantees as a result of (a) any Breach, or (b) any matter, condition, or state of fact involving Environmental Laws of Hazardous Materials resulting from Lessee's use of the Leased Space of improvements made to the Leased Space (f) The covenants of this section will survive and be enforceable and will continue in full force and effect for the benefit of Lessee and its subsequent transferees, successors and assigns and will survive the initial term or renewal term of this Lease and any renewal periods thereof 26 Mechanic's and Landlord's Liens Lessee will not cause any mechanic's or materialman's lien to be placed on the Leased Space and Lessee agrees to indemnify, defend and hold harmless Lessor from any such lien from a party claiming by, through or under Lessee Additionally, Lessor disclaims and waives any now existing or hereafter arising landlord's lien or other statutory or non - statutory lien or security interest in Lessee's and/or its sublessees' communication facilities, equipment, improvement, fixtures or other property 27 Headings The headings of sections and subsections are for convenient reference only and will not be deemed to limit, construe, affect, modify or alter the meaning of the sections or , 5) subsections 28 Time of Essence Time is of the essence of Lessor's and Lessee's obligations under this Lease 29 Severability. If any section, subsection, term or provision of this Lease or the application thereof to any party or circumstance will, to any extent, be invalid or unenforceable, the remainder of the section, subsection, term or provision of the Lease or the application of same to parties or circumstances other than those to which it was held invalid or unenforceable, will not be affected thereby and each remaining section, subsection, term or provision of this Lease will be valid or enforceable to the fullest extent permitted by law 30 Real Estate Broker Lessor represents and warrants that Lessor has not signed a listing agreement, dealt with or otherwise agreed to pay a broker's commission, finder's fee or other like compensation to anyone in connection with the lease of the Leased Space or the transaction contemplated by this Lease and Lessor agrees to indemnify and hold Lessee harmless from and against any such claims or costs, including attorneys' fees, incurred as a result of the transaction contemplated by this Lease 31. Further Assurances Each of the parties agree to do such further acts and things and to execute and deliver the additional agreements and instruments (including, without limitation, requests or applications relating to zoning or land use matters affecting the Structures) as the other may reasonably require to consummate, evidence or confirm this Lease or any other agreement contained herein in the manner contemplated hereby If Lessor fails to provide requested documentation within thirty (30) days of Lessee's request, or fails to provide any Non -Disturbance Agreement required in this Lease, Lessee may withhold and accrue the monthly rental until such time as all such documentation is received by Lessee 32 Right to Register or Record Lessee may request that Lessor execute a Memorandum of Option and Land Lease, Memorandum of Land Lease or Short Form of Lease (collectively a "Memo") for recording in the public records Lessor agrees and authorizes Lessee to attach and/or insert a certified legal description of the Leased Space, once complete, to the Memo and record same in the public records 33 Interpretation Each party to this Lease and its counsel have reviewed and had the option to revise this Lease The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Lease or of any amendments or exhibits to this Lease 34 Condemnation Lessor shall fully advise Lessee in a timely manner of all condemnation proceedings or prospective condemnation proceedings in order that Lessee may fully protect and prosecute its rights and claims relating to the Leased Space If the whole of the Leased Space shall' be taken or condemned by, or transferred in lieu of condemnation to, any governmental or quasi governmental authority or agency with the power of condemnation during the initial Option Period, Additional Option Period or initial term or renewal term of this Lease, Lessee shall be entitled to any award based upon its leasehold interest as set forth in this Lease, along with the value of all Lessee's improvements, including, but not limited to, the Structures, prefabricated buildings, generators, fencing and any other improvements and for all of Lessee's other personal property, trade fixtures, fixtures, moving expenses, business damages, business interruption, business dislocation, prepaid Rent or other losses or expenses as may be incurred In the event only a 6 Site Name Bre001 Site No WA48169-A portion of the Premises, which portion does not include the whole of the Leased Space, shall be taken or condemned by, or transferred in lieu of condemnation to any governmental or quasi -governmental authority or agency with the power of condemnation during the Initial Option Period, Additional Option Period or initial term or renewal term of this Lease, Lessee shall have the option to either (1) terminate this Lease, or (2) continue in possession of the property pursuant to the terms of this Lease with a proportionate reduction in Rent equal to that portion, if any, of the Leased Space so taken, condemned or transferred in lieu of condemnation In either event, Lessee shall be entitled to any award based upon its leasehold interest in the portion of the Premises condemned, taken or transferred in lieu of condemnation, along with the value of all Lessee's improvements, including, but not limited to, the Structures, prefabricated buildings, generators, fencing and any other improvements and for all of Lessee's other personal property, trade fixtures, fixtures, moving expenses, business damages, business interruption, business dislocation, prepaid Rent or other losses or expenses as may be incurred Nothing contained herein shall prohibit Lessee from making its own claims against any condemning authority for any losses or damages Lessee shall incur as a result of a condemnation, or sale in lieu of condemnation, of the whole or any portion of the Premises 35 Richt of First Refusal If at any time during the term of this Lease, Lessor receives a bona fide written offer ("Offer") from a third party to sell, assign, convey, lease or otherwise transfer its interest (or to obtain an option to do any of the foregoing) in the current or future Rent, the Leased Space or the Premises, or any portion thereof, which Lessor desires to accept, Lessor shall first give Lessee written notice (including a copy of the proposed contract) of such Offer prior to becoming obligated under such Offer Lessee shall have a period of thirty (30) days after receipt of Lessor's notice and terms to accept the Offer and exercise this right of first refusal by notifying Lessor in writing If Lessee has not accepted the Offer in writing to Lessor within such thirty (30) day period, the Offer will be deemed refected If Lessee accepts the Offer, Lessor shall refect the Offer from the third party and close on the Offer with Lessee in accordance with its terms 36 Date of Lease The parties acknowledge that certain obligations of Lessor and Lessee are to be performed within certain specified periods of time which are determined by reference to the date of execution of this Lease The parties therefore agree that wherever the term "date of execution of this Lease," or words of similar import are used herein, they will mean the date upon which this Lease has been duly executed by Lessor and Lessee whichever is the later to so execute this Lease The parties further agree to specify the date on which they execute this Lease beneath their respective signatures in the space provided and warrant and represent to the other that such a date is in fact the date on which each duly executed his or her name COMMENCEMENT DATE- Effective & Retroactive to April 6, 2013. A IN WITNESS WHEREOF, the parties hereto have executed this Lease on the last day and year specified LESSOR CITY OF BREMERTON By Titl Dat Witness H f!�t Print Name Kir ff—amif-z- Witness Print Name Notary Public I do hereby certify that- Ss;!Z;1A- , who is personally known to me, or who ai proved by sufficient evidence to be the person named herein, personally appeared before me this day and acknowledged the due execution of the foregoing instrument Witness my hand and seal this ���� day of 2013 NN.M• �,Fy .gyp :��sai°� Fxa; •. � W°+pTARy :O J AUBL\G • • • or WO V\ Site Name Bre001 Site No WA48169-A LESSEE SBA 2012 TC ASSETS, a Delaware limited habglity compap By U" Alyssa Houlihan Title Director of Leasing Date _ 719 /1013 Witness Ulu " % Print Name C&A5 hl V' (46 r Witness Print Name 011 Ce f Lc;.�!6 Notary Public I do hereby certify that ALYSSA HOULIHAN, who is personally known to me, or who has proved by sufficient evidence to be the person named herein, personally appeared before me this day and acknowledged the due execution of the foregoing instrument Witness my hand and seal this U , 2013 VI&JzV 'Ll Notary ignature L°� Notary Public State of Florida • Victoria Lauren Todd woe My Commission EE 173134 oP w Expires 02/26/2016 day of EXHIBIT A Current Sketch/Survey of the Leased Space within the Premises The Leased Space shall consist of 1,600 (40' x 40') square feet ground space along with easement rights for access to the Leased Space by vehicle or foot from the nearest public way and for the installation of utility wires, poles, cables, conduits and pipes on the Premises in the approximate locations as depicted below DESCRIPTION OF LEASED SPACE TO BE INSERTED UPON COMPLETION OF SURVEY Mir 6•B' t2'-0• F1 F2 S A B _ V" � 1 .bPAD I r0 ^v ii, TA rr t � i F11 F13 .f: ' = v r= : C 170WER b9b � ai ' � r TC e ' IL4 1 4 xrrelGGT� F7 � $e + Fta F F&§? A 8 ' a•p• ; 4• st a GENERATOR b' a• r t0? V.&(/ P87C�r� CLEAR VVIRE O C F4 ° PAD 3 (S1iX31'4n Ao a F8 A la-' 9 F6 CENCOM PAD S p, A C : i T.wr .2? nw ..2 Initials Initials 8 sBA� Site Name Bre001 Site No WA48169-A EXHIBIT B LEGAL DESCRIPTION ATTACH LEGAL DESCRIPTION FROM DEED The Leased Space shall consist of 1,600 (40' x 40') square feet ground space along with easement rights for access to the Leased Space by vehicle or foot from the nearest public way and for the installation of utility wires, poles, cables, conduits and pipes on the Premises in the approximate locations as depicted below DESCRIPTION OF LEASED SPACE TO BE INSERTED UPON COMPLETION OF SURVEY PARCEL I A portion of the Northeast quarter of the Northwest quarter of Section 12, Township 24 North, Range 1 East, W M , Kitsap County, Washington, described as follows From the quarter coiner between Sections 1 and 12 run North 3907'30" West 50 teet, Thence South 2x01 29' West 30 feet to the intersection of the South margin of East 3151 Street anti a line parallel to and 50 feet distant from the East line of said North%est quarter of Section 12, the True Point of Beginning, Thence South 2x02'29" West 501.58 tett, Thence North 88°52'07" We,,t 220 00 feet, Thence South 2002'13" West 343 56 feet. Thence North 88"52'07" West fit 68 feet, Thence North 01'55'56 -East 81.05 tec't, Thence North 89x04'57" West 385 29 feet, Thence North 01x48'50" East 717 23 feet to a point on the South margin of East 31' Street, Thence North 84x47'05" East 378 65 feet to the beginning of a curve to the right having a radius of 1849 86 feet and consuming an angle of 06x05'25", Thence along said curve 196,63 feet to the point of tangent, Thence South 89`07'30" East 98 44 teet to the True Point of Beginning, EXCEPT' the West 30 feet for Sandc rs Avenue as dedicated by the City of Biemcrton by deed recorded under Recording No 612999, Situate in the City of Bremerton, Kitsdp County, Washington PARC: EL II From the Southeast corner of the Northeast quarter of the Northwest quarter of Section 12, Township 24 North, Range 1 East, W M , Thence North 2'03'18" East along; the North and South quarter line of Section 12, 498 56 feet, Thence North 87°56'42'! West 50.00 feet to the True Point of Beginning, T hence South 2'01'31" West 48 56 feet, Thence :North 89103'25" West 220 00 feet, Thence North 157'51" East 48 56 feet, Thence North 2°03' 18" East 300.00 feet, Thence South 87''56'42" East 220 00 feet, Thence South 2°03' 18" West 300 00 feet to the True Point of Beginning, Situate in the City of Bremerton, Kitsap County, Washington 9 Site Name Bre001 Site No WA48169-A Initials Gz Initials 55 EXHIBIT "C" SEE ATTACHED 10 Site Name Bre001 Site No WA48169-A Site ID Site Name ANTENNA SITE AGREEMENT 1 Premises and Use SBA TOWERS, LLC, a Florida limited liability company ("Owner") leases to a corporation ("Tenant"), the site described below Tower antenna space, Ground space for placement of Pad or Shelter ("Shelter") for Tenant's base station equipment consisting of approximately square feet, and space required for Tenant's cable ladders, cable runs and cable bridges to connect telecommunications equipment and antennas, in the location shown on Exhibit A, together with a non-exclusive easement for reasonable access thereto and to the appropriate, in the discretion of Tenant, source of electric and telephone facilities (collectively, the "Site") The Site will be used by Tenant for the purpose of installing, removing, replacing, modifying, maintaining and operating, at its expense, a telecommunications service system facility consisting of the antenna(s) and related equipment set forth on Exhibit B (the "Equipment") If Tenant desires to place equipment on the Site in addition to that listed on Exhibit B, Owner and Tenant will negotiate the placement of the additional equipment and the associated increased rent Tenant will use the Site in a manner which will not unreasonably disturb the occupancy of Owner's other tenants 2 Term The "Initial Term" of this Agreement shall be five (5) years beginning on the date set forth below ("Commencement Date") and terminating on the fifth anniversary of the Commencement Date This Agreement will automatically renew for four (4) additional terms (each a "Renewal Term") of five (5) years each, unless either party provides notice to the other of its intention not to renew not less than one hundred and twenty (120) days prior to the expiration of the Initial Term or any Renewal Term COMMENCEMENT DATE The earlier of the date Tenant begins installation of its Equipment at the Site or , 2013 3 Rent Beginning on the Commencement Date rent will be paid in equal monthly installments of and no/100 Dollars ($ ) ("Rent"), in advance, due on the first day of each month, partial months to be prorated on a thirty (30) day month Rent will be increased annually on the anniversary of the Commencement Date (dunng the Initial and all Renewal Terms) by 5% of the monthly rate in effect for the prior year This Agreement shall be effective on the date last executed by the parties provided that Rent shall be subject to change at the discretion of Owner if this lease is not executed by Tenant and returned to Owner by 2013 4 Security Deposit Prior to the Commencement Date, Tenant will deposit with Owner an amount ANTSITE 3-5-10 Date Tenant Site ID Tenant Site Name equal to _ months' Rent ("Security Deposit") Owner will have the right to draw against the Security Deposit in the event of any breach hereunder, including when any Rent becomes past due If Owner elects to draw down the Security Deposit, Tenant must replenish the amounts so drawn within ten (10) days after written demand therefor by Owner The Security Deposit will be retained in a non-interest bearing account 5 Title and Quiet Possession Owner represents and agrees (a) that it is in possession of the Site as fee owner or lessee under a ground lease ("Ground Lease"), (b) that if applicable, upon request from Tenant, Owner will provide to Tenant a copy of the Ground Lease with financial and other confidential terms redacted, (c) that it has the right to enter into this Agreement, (d) that the person signing this Agreement has the authority to sign, and (e) that Tenant is entitled to the quiet possession of the Site subject to zoning and other requirements imposed by governmental authorities, any easements, restrictions, or encumbrances of record throughout the Initial Term and each Renewal Term so long as Tenant is not in default beyond the expiration of any cure period Notwithstanding anything to the contrary contained in this Agreement, if the Site is subject to a ground lease, either party may terminate this Agreement without further liability upon the termination or expiration of Owner's right to possession of the Site under the Ground Lease Owner will not do, attempt, permit or suffer anything to be done which could be construed to be a violation of the Ground Lease This Agreement is subordinate to any mortgage or deed of trust now of record against the Site Promptly after this Agreement is fully executed, if requested by Tenant, Owner will request the holder of any such mortgage or deed of trust to execute a non -disturbance agreement In a form provided by Tenant, and Owner will cooperate with Tenant at Tenant's sole expense toward such an end to the extent that such cooperation does not cause Owner additional financial liability Tenant will not, directly or indirectly, on behalf of itself or any third parry, communicate, negotiate, and/or contract with the lessor of the Ground Lease, unless Owner's rights under the Ground Lease have been terminated 6 Assignment/Subletting Tenant may not assign or transfer this Agreement without the prior written consent of Owner, which consent will not be unreasonably withheld, delayed or conditioned However, Tenant may assign without the Owner's prior written consent to any party controlling, controlled by or under common control with Tenant provided that the assuming party has comparable credit quality to that of Tenant Tenant may not 1 Tenant Initials __ Owner Initials Site ID Site Name sublease this Agreement In no event will Tenant be relieved of any obligations or liability hereunder 7 Access and Security Tenant will have the reasonable right of access to the Tower where Its Equipment is located, provided that Tenant must give Owner forty-eight (48) hours' prior notice. Tenant will have unrestricted access twenty-four (24) hours a day seven (7) days a week to its Pad or Shelter In the event of an emergency situation which poses an Immediate threat of substantial harm or damage to persons and/or property (including the continued operations of Tenant's telecommunications equipment) which requires entry on the Tower, Tenant may enter same and take the actions that are required to protect individuals or personal property from the immediate threat of substantial harm or damage, provided that promptly after the emergency entry and in no event later than twenty-four (24) hours, Tenant gives telephonic and written notice to Owner of Tenant's entry onto the Site 8 Notices All notices must be in writing and are effective when deposited in the U S mail, certified and postage prepaid, or when sent via overnight delivery, to the address set forth below, or as otherwise provided by law Tenant Owner SBA Towers, LLC 5900 Broken Sound Parkway N W 2"d Floor Boca Raton, FL 33487-2797 Attn Site Administration RE Rental Payments SBA Towers, LLC P O Box 945752 Atlanta, GA 30394-5752 Attn Accounts Receivable RE 9 Installation and Improvements Prior to installing or allowing any Equipment to be installed at the Site or making any changes, modifications or alterations to such Equipment, Tenant, at Its expense, will obtain all required approvals and will submit to Owner plans, specifications and proposed dates of the planned installation or other activity, for Owner's approval which approval will not be unreasonably withheld, Including, If requested by Owner, a tower loading study and/or an intermodulation study performed and certified by an independent licensed professional engineer The approved plans will be deemed incorporated into this Agreement All installation of or other work on Tenant's Equipment on the Tower will be at Tenant's ANTSITE 3-5-10 Date Tenant Site ID Tenant Site Name sole expense and performed by Owner or one of Its affiliates or subsidiaries. All Installations, operation and maintenance of Equipment must be in accordance with Owner's policies set forth in Exhibit D Owner reserves the right to prohibit operation of any Equipment It reasonably deems to be Improperly Installed, unsafe or not included in the Installation design plan Owner agrees to cooperate with Tenant's reasonable requests, at Tenant's expense, with respect to obtaining any required zoning approvals for the Site and any Improvements. Upon termination or expiration of this Agreement, Tenant shall remove its Equipment and improvements and will restore the Site to the condition existing on the Commencement Date, except for ordinary wear and tear and insured casualty loss If Tenant falls to remove its Equipment as specified in the preceding sentence, Tenant's Equipment will be subject to disconnection, removal, and disposal by Owner If Tenant's Equipment remains on the Site after the termination or expiration date (even d it has been disconnected), Tenant will pay to Owner a hold -over fee equal to two hundred percent (200%) of the then -effective monthly Rent, prorated from the effective date of termination to the date the Equipment is removed from the Site Owner will have the right (but not the obligation) to disconnect and remove Equipment from the Site If, after the termination date, Owner disconnects and removes Equipment, Tenant will pay to Owner upon demand three hundred percent (300%) of the disconnection, removal and storage expenses Incurred by or on behalf of Owner If the Equipment is not reclaimed by Tenant within forty-five (45) days of Its removal from the Site, Owner has the right to sell the Equipment and deduct therefrom any amounts due under this Agreement, returning the remainder to Tenant Upon written notice by Owner to Tenant not less than five (5) business days beforehand, unless such notice cannot reasonably be provided in which event Owner will give Tenant the earliest possible reasonable notice, Tenant will cooperate with Owner in rescheduling its transmitting activities, reducing power, or interrupting Its activities for limited periods of time in the event of an emergency or in order to permit the safe installation of new equipment or new facilities at the Site or to permit repair to facilities of any user of the Site or to the related facilities 10 Compliance with Laws Tenant agrees to take the Site In strictly "as is" condition Owner represents that the Site, Its property contiguous thereto, and all improvements located thereon, are in substantial compliance with building, life/safety, disability and other laws, codes and regulations of applicable governmental authorities Tenant will substantially comply with all applicable laws relating to Its possession and use of the Site and its Equipment Upon request by Owner, Tenant will produce satisfactory evidence that all Equipment installed at the Site complies with federal regulations pertaining to 2 Tenant Instoals _ Owner initials Site ID Site Name radio-frequency radiation standards and is licensed with the FCC,., if applicable Owner accepts responsibility for the Site's compliance with all tower or building marking and lighting regulations promulgated by the Federal Aviation Administration "FAA" or the Federal Communications Commission "FCC," as applicable Owner represents and warrants that the Site complies with all applicable tower or building marking or lighting regulations promulgated by the FAA or the FCC Owner agrees that Tenant may Install, at Tenant's sole cost and expense as required for Tenant's Equipment, a tower lighting alarm monitoring system (including, but not limited to, commercial power and a dedicated surveillance telephone line) to monitor the status of the tower/building lighting Owner shall be solely responsible for reporting any lighting outages or malfunctions to the appropriate governmental authorities Tenant's installation of such tower/building lighting alarm monitoring system will not relieve Owner of its primary responsibility for compliance with all applicable tower or building marking and lighting requirements If Tenant installs a temporary generator as described above or contracts with Owner to place a permanent generator at the Site, (I) Owner and Tenant acknowledge that Tenant must comply with all applicable laws and regulations concerning the installation, operation, maintenance and removal of Tenant's generator and/or back up power supply including but not limited to obtaining any and all necessary government approvals and permits, and (ti) Tenant agrees to Indemnify, defend and hold harmless Owner for any and all costs, claims, administrative orders, causes of action, fines and penalties which arise out of the installation, operation, maintenance and removal of the generator and or back up power supply used solely by Tenant, and (iii) Upon request of Owner, Tenant agrees to provide Owner with all relevant information concerning the Tenant's generator and/or back up power supply necessary for Owner to comply with any reporting obligations for which Owner, but not Tenant, is responsible as a result of statute or regulation 11 insurance Tenant will procure and maintain a public liability policy, with limits of not less than $1,000,000 for bodily injury, $1,000,000 for property damage, $2,000,000 aggregate, which minimum Owner may require adjusting at each renewal term, with a certificate of insurance to be furnished to Owner within thirty (30) days of execution of this Agreement and prior to performing any work Such policy will provide that cancellation will not occur without at least fifteen (15) days pnor written notice to Owner Tenant will cause Owner to be named as an additional insured on such policy. 12 Interference Tenant understands that it is the intent of Owner to accommodate as many users as possible and that Owner may rent space to any other ANTSITE 3-5-10 Date Tenant Site ID Tenant Site Name entity or person(s) desiring Its facilities Tenant shall not cause, by its transmitter or other activities, including the addition of any equipment at a future date, interference to Owner or other tenants that have previously commenced rental payments. Tenant shall provide Owner with a list of frequencies to be used at the Site prior to putting said frequencies into operation If interference occurs which involves Tenant, Owner may require that an intermodulation study be conducted at Tenant's cost if Owner determines that the interference is the responsibility of Tenant, Owner will notify Tenant and Tenant shall have five (5) business days from date of notice to correct the interference and if not corrected, Tenant shall cease, and Owner shall have all rights to any legal means necessary Including inluncbve relief and self help remedies to cause Tenant to cease transmission, except for intermittent testing for the purpose of correcting the interference If interference cannot be corrected within sixty (60) calendar days from Tenant's receipt of Owner's notice, then Owner may terminate this Agreement without further obligations to Tenant Further, if Owner determines that another tenant at the Site is causing interference to Tenant and the interference is not corrected within sixty (60) days from Owner's determination, and such interference precludes Tenant from using the Site for its intended purpose, Tenant may terminate this Agreement Owner will require substantially similar Interference language as outlined in this paragraph in all future Tenant Agreements related to this Site 13 Utilities Tenant will pay for all utilities used by it at the Site and Tenant will install its own electric meter Tenant will be responsible directly to the appropriate utility companies for all utilities required for Tenant's use of the Site However, Owner agrees to cooperate with Tenant, at Tenant's expense, in its efforts to obtain utilities from any location provided by the Owner or the servicing utility. Temporary interruption In the power provided by the facilities will not render Owner liable in any respect for damages to either person or property nor relieve Tenant from fulfillment of any covenant or agreement hereof If any of Tenant's communications Equipment fails because of loss of any electrical power, and the restoration of the electrical power is within the reasonable control of Owner, Owner will use reasonable diligence to restore the electrical power promptly, but will have no claim for damages on account of an interruption in electrical service occasioned thereby or resulting therefrom 14 Relocation Right If determined necessary by Owner to relocate the tower, Owner will have the right to relocate the telecommunications facility of Tenant, or any part thereof, to an alternate tower location ("Relocation Site") on Owners property, provided, however, that such relocation will (I) be at Tenant's sole cost and expense, (ti) not unreasonably result in any interruption of the communications service 3 Tenant Initials _ Owner Initials Site ID Site Name provided by Tenant on Owner's property, and (Iii) not Impair, or In any manner alter, the quality of communications service provided by Tenant on and from Owner's property Owner will exercise Its relocation right by delivering written notice to Tenant In the notice, Owner will propose an alternate site on Owner's property to which Tenant may relocate Its Equipment Tenant will have sixty (60) days from the date it receives the notice to evaluate Owner's proposed Relocation Site, during which period Tenant will have the right to conduct tests to determine the technological feasibility of the proposed Relocation Site Failure to respond in writing within the sixty (60) day period will be deemed an approval If Tenant disapproves such Relocation Site, then Owner may thereafter propose another Relocation Site by notice to Tenant in the manner set forth above Tenant's disapproval of a Relocation Site must be reasonable Tenant will have a period of ninety (90) days after completion of the Relocation Site to relocate Its Equipment at Tenant's expense to the Relocation Site Owner and Tenant hereby agree that the Relocation Site (Including the access and utility nght-of-way) may be surveyed by a licensed surveyor at the sole cost of Tenant, and such survey will then supplement Exhibit A and become a part hereof 15 Termination by Tenant Tenant may terminate this Agreement at any time by notice to Owner without further liability if (i) Owner falls to have proper possession of the Site or authority to enter into this Agreement, or (it) Tenant does not obtain, after making diligent efforts, all permits or other approvals (collectively, "approval") required from any governmental authority or any easements required from any third party to operate the telecommunications system facility, or if any such approval is canceled, expires, is withdrawn or terminated by such governmental authority or third party following Tenant's diligent efforts to maintain such approval 16 Default If the Rent or other amount due hereunder is not paid in accordance with the terms hereof, Tenant will pay Interest on the past due amounts at the lesser of (I) the rate of one and one- half percent (15%) per month, or (it) the maximum interest rate permitted by applicable law If either party is in default under this Agreement for a period of (a) ten (10) days following receipt of notice from the non -defaulting party with respect to a default which may be cured solely by the payment of money, or (b) thirty (30) days following receipt of notice from the non -defaulting party with respect to a default which may not be cured solely by the payment of money, then, in either event, the non -defaulting party may pursue any remedies available to It against the defaulting party under applicable law, Including, but not limited to, the right to terminate this Agreement Further, Owner may accelerate and declare the entire ANTSITE 3-5-10 Date Tenant Site ID Tenant Site Name unpaid Rent for the balance of the existing Term to be immediately due and payable forthwith If the non - monetary default may not reasonably be cured within a thirty (30) day period, this Agreement may not be terminated if the defaulting party commences action to cure the default within such thirty (30) day period and proceeds with due diligence to fully cure the default 17 Taxes Tenant shall pay all taxes, including, without limitation, sales, use and excise taxes, and all fees, assessments and any other cost or expense now or hereafter imposed by any government authority in connection with Tenant's payments to Owner, Tenant's Equipment or Tenant's use of the Site. In addition, Tenant shall pay that portion, if any, of the personal property taxes or other taxes attributable to Tenant's Equipment Tenant shall pay as additional rent any increase in real estate taxes levied against the Site and Tenant's Equipment attributable to the Tenant's use and occupancy of the Site. Payment shall be made by Tenant within fifteen (15) days after presentation of receipted bill and/or assessment notice which is the basis for the demand 18 Indemnity Owner and Tenant each indemnifies the other against and holds the other harmless from any and all costs (including reasonable attorneys' fees and costs) and claims of liability or loss which arise out of the use and/or occupancy of the Site by the indemnifying party including, without limitation, any damage occurring outside of the Site in connection with Tenant's installation of Equipment This indemnity does not apply to any claims arising from the gross negligence or intentional misconduct of the indemnified party Except for its own acts of gross negligence or intentional misconduct, Owner will have no liability for any loss or damage due to personal injury or death, property damage, loss of revenues due to discontinuance of operations at the Site, libel or slander, or Imperfect or unsatisfactory communications experienced by the Tenant for any reason whatsoever 19 Hazardous Substances Owner represents that it has no knowledge of any substance, chemical or waste (collectively, "substance") on the Site that Is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation Tenant or Owner will not introduce or use any such substance on the Site in violation of any applicable law, or permit any discharge or release of such substance on the Site 20 Liens Tenant will not permit any mechanics, materialman's or other liens to stand against the Site for any labor or material furnished by Tenant in connection with work of any character performed on the Site by or at the direction of the Tenant In the event that any notice of lien will be filed or given, Tenant will, within thirty (30) days after the date of filing cause the same to be released or discharged by either payment, deposit, or bond Owner will be 4 Tenant Initials Owner Initials Site ID Site Name Indemnified by Tenant from and against any losses, damages, costs, expenses, fees or penalties suffered or Incurred by Owner on account of the filing of the claim or lien 21 Casualty or Condemnation In the event of any damage, destruction or condemnation of the Site, or any part thereof, not caused by Tenant that renders the Site unusable or inoperable, Owner will have the right, but not the obligation, to provide an alternate location, whether on the same Site or another Site, or to terminate this Agreement within thirty (30) days after the damage, destruction or condemnation. If Owner does not terminate this Agreement (i) the Rent payable hereunder will be reduced or abated in proportion to the actual reduction or abatement of use of the Site by Tenant, and (ii) Owner will make any necessary repairs to the Site caused by the damage or destruction and will be entitled to use any and all Insurance proceeds to pay for any repairs In the event Owner has not proceeded to repair, replace or rebuild the Site within sixty (60) days after the damage or destruction, after giving thirty (30) days written notice and Owner's failure to comply within that time frame, then Tenant may terminate this Agreement Owner will in no event be liable to Tenant for any damage to or loss of Tenant's Equipment, or loss or damage sustained by reason of any business interruption suffered by reason of any condemnation, act of God, by Tenant's act or omission, or Tenant's violation of any of the terms, covenants or conditions of this Agreement, (unless caused solely by Owner's intentional misconduct or gross negligence). The terms and conditions of this Section 21 shall survive the termination of this Lease Owner acknowledges that Tenant may have certain emergency procedures that Tenant may desire to implement, including the temporary location of a cell on wheels on the Site, in the event of a casualty To the extent possible, Owner will cooperate with Tenant in Tenant's implementation of its emergency responses as the same may exist from time to time 22 Confidentiality Tenant agrees not to discuss publicly, advertise, nor publish in any newspaper, journal, periodical, magazine, or other form of mass media, the terms or conditions of this Agreement or the underlying Ground Lease Doing so shall constitute a default under this Agreement immediately It is agreeable that Tenant will not discuss terms and conditions with any parties not directly involved with this Agreement 23 Bankruptcy and Insolvency Owner and Tenant agree that this Agreement constitutes a lease of non-residential real property for the purposes of 11 U S C § 365 (d) (4) or any such successor provision 24 Miscellaneous (a) This Agreement applies to and binds the heirs, successors, executors, administrators and assigns of the parties to this Agreement, (b) This Agreement is governed by the laws of the State in which the Site is located, (c) If ANTSITE 3-5-10 Date Tenant Site ID Tenant Site Name requested by Tenant, Owner agrees to promptly execute and deliver to Tenant a recordable Memorandum of this Agreement in the form of Exhibit C; (d) This Agreement (including the Exhibits) constitutes the entire Agreement between the parties and supersedes all prior written and verbal agreements, representations, promises or understandings between the parties, particularly related but not limited to Tenant's equipment rights on the tower and/or at the Site. Any amendments to this Agreement must be in writing and executed by both parties, (e) 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, will not be affected and each provision of this Agreement will be valid and enforceable to the fullest extent permitted by law, (f) The prevailing party in any action or proceeding in court or mutually agreed upon arbitration proceeding to enforce the terms of this Agreement is entitled to receive its reasonable attorneys' fees and other reasonable enforcement costs and expenses from the non -prevailing party, (g) Failure or delay on the part of Tenant or Owner to exercise any right, power, or privilege hereunder will not operate as a waiver thereof, waiver of a breach of any provision hereof under any circumstances will not constitute a waiver of any subsequent breach of the provision, or of a breach of any other provision of this Agreement, and (h) Tenant agrees and acknowledges that, in conjunction with other broadcast entities which may transmit from the Site, if necessary due to FCC RF emission standards and upon reasonable notice, Tenant shall reduce power or terminate station operations to prevent possible overexposure of worker to RF radiation The following Exhibits are attached to and made a part of this Agreement Exhibit "A" (Site Description), "B" (Antenna and Equipment List), "C" (Memorandum of Antenna Site Agreement) and "D" (Minimum Installation, Occupancy ) 5 Tenant initials _ Owner initials Site ID Site Name TENANT: B Fed Tax ID - Title By Address• Date Witness - Witness TENANT NOTARY BLOCK: STATE OF COUNTY OF Tenant Site ID Tenant Site Name The foregoing Instrument was acknowledged before me this day of a representative of , 2013, by known to me or produced as Identification a corporation who is personally NOTARIAL SEAL (OFFICIAL NOTARY SIGNATURE) NOTARY PUBLIC—STATE OF My commission expires (NAME OF NOTARY) COMMISSION NUMBER OWNER: SBA TOWERS, LLC, a Florida limited liability company Fed Tax I D 65-0754577 By Jason Silberstein Address 5900 Broken Sound Parkway N W Title Senior Vice President, Property Management Date 2"d Floor Boca Raton, FL 33487-2797 Witness Witness OWNER NOTARY BLOCK. STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me thisday of Jason Silberstein, Senior Vice President, Property Management of SBA Towers, LLC, a Florida limited liability by company who is personally known to me NOTARIAL SEAL My commission expires ANTSITE 3-5-10 Date (OFFICIAL NOTARY SIGNATURE) NOTARY PUBLIC—STATE OF FLORIDA (NAME OF NOTARY) COMMISSION NUMBER 6 Tenant initials —Owner Initials Site Tenant Site ID 5SiteN Name Tenant Site Name E 3-5-10 Date----- 7 Tenant Initials Owrer Initials Date Site Tenant Site ID SSiteN Name Tenant Site Name EXHIBIT A SITE DESCRIPTION Site located at , situated in the City of County of , State of Legal Description [Insert Appropriate Legal Descnptlon] Latitude ° ' " Longitude, _ ' " ANTSITE 3-5-10 8 Tenant Initials Owner Initials Date — Site ID Tenant Site ID Site Name Tenant Site Name Dishes: Quantity Manufacturer Model Dimensions Weight Orientation Mount At approximately ' height level Type Mount Cable. Number of Lines Type Size Tower Mounted Amplifiers (TMAs) Quantity Manufacturer Model Dimensions Mount Location Ground Space Requirements. Approximately square feet For Tenant provided Dimensions GPS Receivers: Quantity Manufacturer Model Dimensions Mount Location Cable/Mount Transmitters. Quantity Manufacturer Model ANTSITE 3-5.10 9 Tenant Initials Date — — Owner Initials EXHIBIT B ANTENNA AND EQUIPMENT LIST Antennas. Quantity Type Manufacturer Model Dimensions Weight Mounting Base of the antenna At approximately the 'height level Centerline of the antenna At approximately the 'height level Tip of the antenna At approximately the _'height level Orientation & C Downtilt _0, _o o Mount Type — Cable Number of Lines Type Size Dishes: Quantity Manufacturer Model Dimensions Weight Orientation Mount At approximately ' height level Type Mount Cable. Number of Lines Type Size Tower Mounted Amplifiers (TMAs) Quantity Manufacturer Model Dimensions Mount Location Ground Space Requirements. Approximately square feet For Tenant provided Dimensions GPS Receivers: Quantity Manufacturer Model Dimensions Mount Location Cable/Mount Transmitters. Quantity Manufacturer Model ANTSITE 3-5.10 9 Tenant Initials Date — — Owner Initials Site ID Tenant Site ID Site Name Tenant Site Name Power Output (Watts) Transmitter Cabinets: Quantity Manufacturer Model Dimensions. Weight Frequencies: Transmit, MHz Receive MHz ERP, Transmitter Operating Power: Generator: Quantity Type Manufacturer Model Capacity Location ANTSITE 3-5-10 10 Tenant initials Owner Initials Date Site ID Tenant Site ID Site Name Tenant Site Name EXHIBIT C MEMORANDUM OF ANTENNA SITE AGREEMENT ANTSITE 3-5-10 11 Tenant Initialswner initials Date _ O--- Site ID Site Name After recording return to: STATE OF COUNTY OF ' Tenant Site ID Tenant Site Name MOTFOR EXECUTION MEMORANDUM OF ANTENNA SITE AGREEMENT This memorandum evidences that a lease was made and entered Into by written ANTENNA SITE AGREEMENT dated , 2013, between SBA TOWERS, LLC, a Flonda limited liability company "Owner" and . a "Tenant", the terms and conditions of which are Incorporated herein by reference Such Agreement provides in part that Owner leases to Tenant a ground space area which is described in Exhibit A attached hereto consisting of approximately _ ( ) square feet at that certain site "Site" located at _, City of County of , State of , within the property of or under the control of Owner, with grant of easement for unrestricted rights of access thereto and to electnc and telephone facilities for a term of five (5) years commencing on , 2013, which term is subject to four (4) additional five (5) year extension periods by Tenant IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written TENANT, By Title Tax No Address Witness Print Name Witness Date Print Name ANTSITE 3-5-10 12 Tenant Initials Owner Initials Date --- Site ID Tenant Site ID Site Name Tenant Site Name ANTSITE 3-5-10 13 Tenant Initials Owner Initials Date Site ID Tenant Site ID Site Name Tenant Site Name MEMORANDUM OF ANTENNA SITE AGREEMENT CONTINUED TENANT NOTARY BLOCK. STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , a representative of , a is personally known to me or produced as identification NOTARIAL SEAL My commission expires , 2013, by corporation, who (OFFICIAL NOTARY SIGNATURE) NOTARY PUBLIC—STATE OF (NAME OF NOTARY) COMMISSION NUMBER OWNER- SBA TOWERS, LLC, a Florida limited liability company Witness By. Jason Silberstein Title Senior Vice President, Property Management Tax No 65-0754577 Address 5900 Broken Sound Parkway N W 2nd Floor Boca Raton, FL 33487-2797 Date OWNER NOTARY BLOCK: STATE OF FLORIDA Print Name Witness Print Name COUNTY OF PALM BEACH The foregoing Instrument was acknowledged before me this day of , 2013, by Jason Silberstein, Senior Vice President, Property Management of SBA Towers, LLC, a Florida limited liability company, who is personally known to me My commission expires NOTARY PUBLIC - STATE OF FLORIDA Printed Name of Notary ANTSITE 3-5-10 14 Tenant Initials Date — Owner fnitiats Site ID Tenant Site ID Site Name Tenant Site Name EXHIBIT D MINIMUM SITE INSTALLATION, OCCUPANCY AND MAINTENANCE REQUIREMENTS AND SPECIFICATIONS Pre -Installation Standards 1 Prior to installation, Tenant must provide Owner with complete plans for approval, Including list of proposed Equipment and subcontractors No work may be performed until approval has been given and all criteria have been met All Equipment must be placed In approved locations only, and Owner must approve any changes before the Installation begins The Owner or Its representative shall have the right to be on site during any work on the Site. Owner to provide price quote for installation services based on Tenant's scope of work Installation 2 (a) The following minimum protective devices must be properly installed. (1) Lightning arrestors in feedline at wall feedthru ports (SBA multi -tenant buildings) (PCS providers Install dumpers to extend/connect to cabinet like enclosures) (2) Surge protectors in any AC & phone line circuit (3) Transmitter RF shielding (Must be In place during operation) (4) Isolator/harmonic filter (Must be in place during operation) (5) Duplexer or cavity bandpass filter (Must be in place during operation) (b) All Equipment, including transmitters, duplexers, isolators and multicouplers, must be housed in a metal cabinet or rack mounted No control stations or inverted transmit/receive frequency pairs are allowed on repeater sites (c) All transmission lines entering the shelter must be 1/2" Heliax/Wellflex or better via a wall feedthru plate and must terminate in a properly installed lightning arrestor with an ID tag on both ends of the line (d) Solid outer shield cable such as Superflex or Heliax/Weliflex must be used for all intercabling outside the cabinet Under no circumstances will the use of foil shielded or braided RF cable (e g, RGB) be permitted outside the cabinet except for RG -6 quad shield cable installed on satellite receive only systems (e) All antenna, power and phone cables will be routed and properly supported to the base station in a neat manner using routes provided for that purpose Tenant will provide individual Transient (SAD) surge protection to each circuit used All phone lines will have (SAD) transient surge protection installed All wiring and installation will be by means of clamping or strapping and in no event will any members or other parts of the tower be drilled, welded, punched or otherwise mutilated or altered (f) All Tenants are to obtain power from the power panel and/or AC receptacle provided for their specific use (g) All outside RF equipment cabinets must be grounded to the Site ground system using #2 solid tinned wire with cadweid, silver solder connections, or 2 hole lugs with Burndy type compression fittings All inside RF equipment cabinets must be grounded to the Site ground system using #2, or #6 green jacketed stranded wire with silver solder connections, or 2 hole lugs with Bumdy type compression fittings (h) All antenna lines will be electrically bonded to the tower at the antenna and at the bottom of the tower using grounding kits installed per manufacturer specifications and all antenna brackets must be pre - approved All antenna lines entering the Site will have COAX center pin lightning protection installed within two feet from the entry port and grounded to master ground bar in the Site ground system (i) All equipment cabinets will be identified with a typed label under plastic on which the Tenant's name, address, 24 hour phone number, call sign, and frequencies will be inscribed, in addition to a copy of Tenant's FCC license �) Monitor speakers will be disabled except when maintenance is being performed All antenna lines will be tagged within 12 inches of the termination of the feeder cable at both ends, at the entrance to the building, at repeater or base station cabinet, and at the multicoupler/combiner ports (k) All ferrous metals located outside of the building or on the tower will be either stainless steel or hot dipped galvanized, not plated Painted towers will require the painting of feedlines by the Tenant, unless installed by Owner, prior to or before completion of the install All transmission lines are to be secured with factory hoist gnps every 150' and secured to the tower or cable ladder with stainless steel and/or hot dipped galvanized hardware Plastic wraps and/or bandit type hangers will not be accepted ANTSITE 3-5-10 15 Tenant Initials Owner Initials Date Site ID Site Name Genera Tenant Site ID Tenant Site Name 3 Tenant must comply with any applicable Instructions regarding any Site security system (a) Gates will remain closed at all times unless entering or exiting the premises When leaving the shelter, ensure that all doors are locked and, If there is a security system, it Is armed (b) Any tower elevator may be used only after receiving proper Instruction on its use, signing a waiver and receiving authorization from the Owner. (c) This Agreement does not guarantee parking space if space is available, park only in the designated areas Do not park so as to block any ingress or egress except as may be necessary to load or unload equipment Parking Is for temporary use while working at the Site (d) Do not adjust or tamper with thermostats or HVAC systems (e) Access to the shelter roof is restncted to authorized maintenance personnel ANTSITE 3-5-10 16 Tenant InitialsOwner Initials Date -- --- Prepared by Andrea Reid -Gentles After recording return to Alistair Salako SBA Network Services, LLC 5900 Broken Sound Parkway, NW 3`d Floor Boca Raton, FL 33487 Ph 1-800-487-7483 ext 9585 MEMORANDUM OF LAND LEASE J IjT IS MEMORANDUM OF LAND LEASE (herein "Memorandum") is made this 7�day of , 2013, by and between the CITY OF BREMERTON, a municipal corporation, duly organiz6d and existing under the laws of the State of Washington, having an address of 3027 Olympus Drive, Bremerton, Washington 98310-4799 (herein "Lessor") and SBA 2012 TC ASSETS, LLC, a Delaware limited liability company, having a principal office located at 5900 Broken Sound Parkway N W, Boca Raton, Florida 33487-2797 (herein "Lessee") E REAS, Lessor and Lessee entered into that certain Land Lease dated 2013 whereby, Lessor leased to Lessee the land described in Exhibit "A" attached her6to and made a part hereof All terms used but not defined herein shall have the meaning ascribed to them in the Land Lease WHEREAS, Lessor and Lessee desire to enter into this Memorandum to give notice of said Land Lease WHEREAS, this Memorandum in no way amends, alters or modifies the Land Lease or creates any additional obligations, rights or responsibilities to either party to the Land Lease NOW, THEREFORE, Lessor and Lessee do hereby give notice as follows 1 The Land Lease provides in part that Lessor leases to Lessee a certain site ("Site") located at 3027 Olympus Drive, City of Bremerton, County of Kitsap, State of Washington, Property Parcel ID 122401-2-028-2007 and 122401-2-027-2008, within the property of or under the control of Lessor which is legally described in Exhibit "A" attached hereto and made a part hereof 2 Lessee shall lease the Site from Lessor, together with all easements for ingress, egress and utilities as more particularly described in the Land Lease, all upon the terms and conditions more particularly set forth in the Land Lease for a term of twenty-five (25) years beginning April 6, 2013 3 The sole purpose of this instrument is to give notice of said Land Lease The Land Lease contains certain rights and obligations in favor of Lessor and Lessee which are more fully set forth therein 4 Right of First Refusal/ Assignment The Land Lease states "If at any time during the term of this Lease, Lessor receives a bona fide written offer ("Offer") from a third party to sell, assign, convey, lease or otherwise transfer its interest (or to obtain an option to do any of the foregoing) in the current or future Site Name Bre001 SBA Site No WA48169-A Rent, the Leased Space or the Premises, or any portion thereof, which Lessor desires to accept, Lessor shall first give Lessee written notice (including a copy of the proposed contract) of such Offer prior to becoming obligated under such Offer Lessee shall have a period of thirty (30) days after receipt of Lessor's notice and terms to accept the Offer and exercise this right of first refusal by notifying Lessor in writing If Lessee has not accepted the Offer in writing to Lessor within such thirty (30) day period, the Offer will be deemed refected If Lessee accepts the Offer, Lessor shall refect the Offer from the third party and close on the Offer with Lessee in accordance with its terms " The Land Lease further states "Lessor may not assign the Rent or this Lease or any rights hereunder, except in connection with conveyance of fee simple title to the Premises, without the prior written consent of Lessee, in Lessee's sole discretion " 5 The Land Lease further states "The covenants and conditions contained herein will apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto " All covenants and agreements of this Land Lease shall run with the land described in Exhibit "A" Site Name Bre001 SBA ME Site No WA48169-A IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year first above written WITNESSES: t4 Kin fi� Print Name ,YIi16K Ob r; ►/� Print Name STATE OF �N Off) } COUNTY OF } ss LESSOR CITY OF BREMERTON, a municipal corporation, duly organized and existing under the laws of the State of Washington By X� Print MAWZC Title Date I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State ores id and in he County aforesaid, to take acknowledgments, personally appeared to me known to be the person described in and who executed the foregoing instrument 1pd who acknowledged before me that he executed the same in the capacity aforestated WITNESS my hand and official seal in the County and State last aforesaid the 2&4\ day of 013 Sign Na . Print Name NN•M O 2 �A� • ° �g510N F{ •� %1 V o D�R� p�q • '�O 0 _j CO RY ; Z PUBLIC Olt 4r My Commission expires on Site Name Bre001 Site No WA48169-A WITNESSES Xrcu 5�a CA4S I'd JJ Print Name Print Name STATE OF FLORIDA } } ss COUNTY OF PALM BEACH } LESSEE SBA 2012 TC A DELAWARE LIMITED By _ Print Its Date Alyssa Houlihan Direct r of Leasing 1=013 (CORPORATE SEAL) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid, to take acknowledgments, personally appeared ALYSSA HOULIHAN, AS DIRECTOR OF LEASING OF SBA 2012 TC ASSETS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, to me known to be the person described in and who executed the foregoing instrument and who acknowledged before me that she executed the same in the capacity aforestated WITNESS my hand and official seal in the County and State last aforesaid the day of ;� U ♦ 2013 Sign Name YJA(� Print Name Notary Public My Commission Expires z, Notary Public State of Florida Victoria Lauren Todd t My Commission EE 173134 �. Expires 02/26/2016 , ' a Site Name Bre001 Site No WA48169-A EXHIBIT "A" Legal Description The Leased Space shall consist of 1,600 (40' x 40') square feet of ground space along with easement rights for access to the Leased Space by vehicle or foot from the nearest public way and for the installation of utility wires, poles, cables, conduits and pipes on the Premises in the approximate locations as depicted below LEASED AREA LEGAL DESCRIPTION AND ACCESS EASEMENTS TO BE INSERTED UPON COMPLETION OF SURVEY PARCEL[ A portion of the Northeast quarter of the Northwest quarter of Section 12, Township 24 North, Range 1 East, W M , Kitsap County. Washington, described as follows From the quarter corner between Sections 1 and 12 run North 8907'30" West SO feet, "thence South 2°01'29" West 30 feet to the intersection of the South margin of East 31" Street and a line parallel to and 50 feet distant from the East line of said Northwest quarter of Section 12, the True Point of Beginning, Thence South 2°02'29" Nest 501 88 test, Thence North 88°52'07" West 220 00 feet, Thence South 202' 13" West 348 56 feet; Thence North 88152'07" West 61 68 feet, Thence North 01'55'56" East 8 1.0 5 feet, Thence North 89"04"57" West 385 29 feet, Thence forth 0148'50" East 717 23 feet to a point on the South margin of East 31" Street, 'Thence forth 84°47'05" East 378 615 feet to the beginning of a curve to the right having a radius of 1849 86 feet and consuming an angle of 06'05'25", Thence along said curve 196.63 feet to the point of tangent, Thence South 89'07'30" East 98.44 feet to the True Point of Begainning, EXCEPT the West 30 feet for Sanders Avenue as dedicated by the City of Bremerton by deed recorded under Recording No 612999, Situate in the City of Bremerton, Kttsdp County, Washington. PARCEL 1I - From the Southeast corner of the Northeast quarter of the Northwest quarter of Section 12, Township 24 North, Range i East, W M , Thence North 210318" East along the forth and South quarter line of Section 12, 498 56 feet, Thence North 87156'42" West 50 00 feet to the True point of Beginning. Thence South 2`0V3 t" West 48 56 feet, Thence .north 801103'25" West 220 00 feet, Thence North 1°57'51" East 48 46 feet, Thence North 210318" East 300 00 feet; Thence South 8756'42" East 220 00 feet, Thence South 210318" Vilest 300.00 feet to the 'Prue Point of Beginning, Situate in the City of Bremerton, Kitsdp County, Washington. (Lessor and Lessee agree that a leased area legal description and access and utility easement can be substituted with a survey as soon as it becomes available ) Site Name Bre001 S BA 10 Site No WA48169-A VIA FEDEX July 9, 2013 Mark E Koontz Assistant City Attorney City of Bremerton 345 Sixth Street, Ste 600 Bremerton, WA 98337 (360) 473-2345 RECEIVED 'JUL 14 2013 City of Bwneftn City A#t®mm"rs m iser RE SBA Site Bre001, WA48169-A Dear Mr Koontz, 5900 Broken Sound Parkway NW Boca Raton, FL 33487-2797 T + 561 995 7670 F + 561 995 7626 Pursuant to our conversation today, enclosed are three (3) copies each of the Land Lease and Memorandum of Land Lease which are partially executed by SBA 2012 TC Assets, LLC Please have them signed, initialed and have signatures witnessed and notarized in black ink where indicated I- have enclosed a return overnight envelope for expediting the documents back to my attention Please return two (2) fully executed documents once executed by the Mayor Please feel free to contact me with any questions or concerns at (561) 226-9524 or scostelac@sbasite com Sincerely, Sharon Roncatti Costelac Ground Leasing Manager SBA 2012 TC Assets, LLC Enclosures sbasite corn SBACO-1 OP ID: RJH AC"JV E ,C,� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/13/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Henderson Brothers, Inc. 920 Ft Duquesne Blvd Pittsburgh, PA 15222 RECEIVE® Clem J. Wandrisco, III CONTACT NAME: Clem J. Wandrisco, III HONIN E Ext :412-261-1842 (FAX N.I: 412-261-4149 EMAIL ADDRESS: cjwandrisco@hendersonbrothers.com INSURER(S) AFFORDING COVERAGE NAIC # MAR 2 2016 INSURER A: Travelers Property & Casualty 25674 INSURED- SBA Communications Corporation 8051 Congress Ave. Boca Raton, FL 33487 City of Bremerton Risk Management INSURER B: The Charter Oak Fire Ins. Co. 25615 INSURER C: St Paul Fire &Marine Ins Co 24767 INSURER D: Illinois Union Insurance Compa 27960 INSURER E: CLAIMS -MADE N OCCUR INSURER F: COVERAGES CERTIFICATE NUMBER: I t REVISION NUMBER: 'THIS IS TO CERTIFY THAT -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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DDL N UBR D POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 900,000 CLAIMS -MADE N OCCUR TJEXGL474M8138TIL16 03/15/2016 03/15/2017 DAMAGE TO RENTED PREMISES Ea occurrence $ 900 00 X $100,000 SIR MED EXP (Any one person) $ N/ PERSONAL & ADV INJURY $ 900,00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00 POLICY � ECT LOC PRODUCTS - COMP/OP AGG $ 2,000,00 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,00 A X ANY AUTO TC2JCAP474M814ATIL16 03/15/2016 03/15/2017 BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X NON -OWNED HIRED AUTOS X AUTpg PROPERTY DAMAGE $ Per accident X 100,000 DED FIC pD $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 25,000,000 C EXCESS LIAB CLAIMS -MADE ZUP15N3740516NF 03/15/2016 03/15/2017 AGGREGATE $ 25,000,000 DED I X I RETENTION $ 10,000 $ B A WORKERS COMPENSATION AND EMPLOYERS' LIABILITYSTATUTE ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N / A TC20UB475M437816 (AOS) TRJUB475M438A16 03/15/2016 03/15/2016 03/15/2017 03/15/2017 X PER OTH- ER E.L. EACH ACCIDENT $ 1,000,00 E:L. DISEASE - EA EMPLOYEE $ 1,000,00 If yes, describe under _ DESCRIPTION OF OPERATIONS below _ .. _ __ _ _ __. _ _ __.. _ . E.L. DISEASE - POLICY LIMIT $ 1,000,000 D PROFESSIONAL COOG24541800006 03/15/2016 03/15/2017 CLAIM/AGG 5,000,00 POLLUTION SIR 100,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Site Name: Bre001, Site Number: WA48169-A-0 CERTIFICATE HOLDER CANCELLATION WA48169 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit Of Bremerton City THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 345 6TH ST STE 600 ACCORDANCE WITH THE POLICY PROVISIONS. City Of Bremerton Bremerton, WA 98337-1873 AUTHORIZED R'EP'RESENTATIVE ACORD 25 (2014/01) @ 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD [N,0TEPAD ' p SBACO-1 PAGE 2 INSURED'S NAME SBA Communications Cor oration OP ID: RJH Date 03/14/2016 NAMED INSUREDS: SBA COMMUNICATION CORPORATION SBA NETWORK SERVICES, LLC SBA DAS HOLDINGS, LLC SBA DEPOSITOR LLC SBA GUARANTOR LLC SBA HOLDINGS LLC SBA INFRASTRUCTURE, LLC SBA LAND, LLC FKA TCO LAND LLC SBA MONARCH TOWERS I, LLC SBA MONARCH TOWERS III, LLC SBA MONARCH STEEL, LLC SBA NETWORK MANAGEMENT, INC. SBA PUERTO RICO, LLC SBA SENIOR FINANCE II LLC SBA SENIOR FINANCE LLC SBA SITE MANAGEMENT, LLC SBA SITES, LLC SBA STEEL LLC STC TOWERS ACQUISITION 2014, LLC SBA STEEL II, LLC SBA DAS & SMALL CELLS, LLC SBA STRUCTURES LLC SBA RSA HOLDINGS LLC SBA TELECOMMUNICATIONS, LLC MUNICIPAL ACQUISITION 2015 LLC SBA TOWERS II LLC SBA TOWERS IX, LLC._ -.-..- SBA TOWERS III LLC SBA TOWERS VIII, LLC SBA TOWERS IV, LLC SBA TOWERS ACQUISITION 2015 LLC SBA TOWERS V, LLC TOWER FUNDING II, LLC SBA TOWERS USVI, INC. ATLAS TOWERS USA ACQUISITION 2015,LLC SBA TOWERS, LLC SBA NEW BUILDS LLC SITEXCELL VENTURES LLC STC TOWER DEVELOPMENT ACQUISITION 2012, LLC SBA CANADA HOLDINGS, INC. SUFFOLK WIRELESS ACQUISITION 2012, LLC MEMPHIS TOWERS, LLC XCELL TOWERS ACQUISITION 2012 LLC OFO LLC ATLAS TOWERS ACQUISITION 2011, LLC TV6 HOLDINGS, LLC SBA 2012 TC ASSETS, LLC SBA CANADA, ULC (f/k/a JADE TOWER, ULC) SBA TOWERS VI, LLC SBA CENTRAL ACQUISITION 2015, LLC SBA TOWERS VII, LLC SBA TRS HOLDCO, LLC SBA 2014 PR, INC. f/k/a SOLUWISE, INC. 3A 2012 TC ASSETS LAND, LLC 3A 2012 TC ASSETS PR, LLC BA 2012 TC HOLDINGS, LLC BA 2012 TC LAND II, LLC BA DAS, LLC BA PROPERTIES, LLC JLLIER ENTERPRISES II LLC 9TAPATH DEVELOPMENT TOWERS, LLC ERCURY TOWERS ACQUISITION 2013, LLC BA GC HOLDINGS, LLC BA GC PARENT I, LLC BA GC PARENT II, LLC BA GC TOWERS LLC BA HQ, LLC DWER FUNDING, LLC TLAS TOWERS ALASKA ACQUISITION 2014, LLC .W. HOLDINGS ACQUISITION 2014, LLC KLAHOMA WIRELESS DEVELOPMENT ACQUISITION 2015 LLC BA CONGRESS TOWERS ACQUISITION 2015, LLC C_ L SBACO-1 OP ID: NC .4COR0 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) `--�' 02/08/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Clem J. Wandrisco, III Henderson Brothers, Inc. 920 Ft Duquesne Blvd aIc° No E:t:412-261-1842 FAX Noy 412-261-4149 E-MAILDRSS: cjwandrisco@hendersonbrothers.com Clem Pittsburgh, PA15222 dr J. Wandrlsco, III 03/15/2017 03/15/2018 DAMAGE TO RENTED PREMISES Ea occurrence $ 900,00 INSURER(S) AFFORDING COVERAGE NAIC IR 25674 INSURER A: Travelers Property & Casualty INSURED SBA Communications Corporation INSURER B: The Charter Oak Fire Ins. Co. 25615 8051 Congress Ave. INSURER C: St Paul Fire & Marine Ins Co 24767 Boca Raton, FL 33487 INSURER D: GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE DDL UBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMIDD/YYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY ACCORDANCE WITH THE POLICY PROVISIONS. 345 6TH ST STE 600 City Of Bremerton EACH OCCURRENCE $ 900,00 Bremerton, WA 98337-1873 CLAIMS -MADE AlOCCUR TJEXGL474M813817 03/15/2017 03/15/2018 DAMAGE TO RENTED PREMISES Ea occurrence $ 900,00 X $100,000 SIR MED EXP (Any one person) $ N/ PERSONAL 8 ADV INJURY $ 900,00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00 POLICY PRO- JECTF—] LOC PRODUCTS -COMP/OP AGG $ 2,000,00 $ OTHER. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1 000,00 Ea accident � BODILY INJURY (Per person) $ A X ANY AUTO TC2JCAP474M814A17 03/15/2017 03/15/2018 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED Pe PERTYtDAMAGE $ X 100,000 HdS�ED $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 25,000,00 AGGREGATE $ 25,000,00 C EXCESS LIAB CLAIMS -MADE ZUP15N3740517NF 03/15/2017 03/15/2018 DED X RETENTION $ 10,000 $ B A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N I A TC20UB475M437817 (AOS) TRJUB475M438A17 03/15/2017 03/15/2017 03/15/2018 03/15/2018 X PE OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, desc^be under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000 UD , DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Site Name: Bre001, Site Number: WA48169-A-0 CERTIFICATE HOLDER CANCELLATION WA48169 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Cit Of Bremerton THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 345 6TH ST STE 600 City Of Bremerton Bremerton, WA 98337-1873 AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SBACO-1 NOTEPAD INSURED'S NAME SBA Communications Corporation OP ID: NC BA COMMUNICATIONS CORPORATION LCS COMMUNICATIONS, LLC BA NETWORK SERVICES, LLC. LCS RT COMMUNICATIONS,LLC TLAS TOWER SOUTH AFRICA EQUITYHOLDER, LLC GUATEMALA SHAREHOLDER I, LLC RAZIL SHAREHOLDER I, LLC MERCURY TOWERS ACQUISITION 2013,LLC RAZIL SHAREHOLDER II, LLC MUNICIPAL ACQUISITION 2015, LLC ENTRAL AMERICA EQUITYHOLDER LLC NICARAGUA SHAREHOLDER I, LLC HILE SHAREHOLDER, LLC OFO LLC OLLIER ENTERPRISES II, LLC OKLAHOMA WIRELESS DEVELOPMENT OLOMBIA SHAREHOLDER, LLC ACQUISITION 2015, LLC OSTA RICA QUOTAHOLDER, LLC PANAMA SHAREHOLDER, LLC ATAPATH DEVELOPMENT TOWERS, LLC SBA 2012 TC ASSETS, LLC .W. HOLDINGS ACQUISITION 2014, LLC SBA 2012 TC ASSETS LAND, LLC CUADOR SHAREHOLDER, LLC SBA 2012 TC ASSETS PR, LLC DUADOR SHAREHOLDER II, LLC SBA 2012 TC HOLDINGS, LLC L SALVADOR SHAREHOLDER I, LLC SBA 2012 TC LAND II, LLC L SALVADOR SHAREHOLDER II, LLC SBA BTS, LLC &L TOWERS ACQUISITION 2016, LLC SBA CENTRAL ACQUISITION 2015, LLC UATEMALA SHAREHOLDER II, LLC SBA 2014 PR, INC. F/K/A SOLUWISE, INC. SBA DAS & SMALL CELLS, LLC SBA DAS, LLC SBA DEPOSITOR LLC SBA GC HOLDINGS, LLC SBA GC' vARRNT T, T:T,r SBA GC PARENT II, LLC SBA GC TOWERS, LLC SBA GUARANTOR LLC SBA HOLDINGS LLC SBA HQ, LLC SBA INFRASTRUCTURE, LLC SBA LAND, LLC FKA TCO LAND LLC SBA MONARCH STEEL, LLC SBA MONARCH TOWERS I, LLC SBA NETWORK MANAGEMENT, INC. SBA NEW BUILDS, LLC SBA PROPERTIES, LLC SBA RSA HOLDINGS, LLC SBA PUERTO RICO, LLC BA MONARCH TOWERS III, LLC BA STRUCTURES, LLC ITEEXCELL VENTURES, LLC TC TOWERS ACQUISTION 2015, BA 2016 TC USVI, LLC F/K/A BA TOWER FUNDING, LLC BA TOWER FUNDING II, LLC V6 HOLDINGS LLC SBA SENIOR FINANCE,II LLC SBA SENIOR FINANCE, LLC SBA SITE MANAGEMENT, LLC SBA SITES, LLC SRA. STEEL LT -C SBA STEEL II, LLC SBA TELECOMMUNICATIONS, LLC SBA TORRES NICARAGUA II, LLC SBA TOWERS II LLC SBA TOWERS III LLC SBA TOWERS IV, LLC SBA TOWERS V, LLC SBA TOWERS VI, LLC SBA TOWERS VII, LLC SBA TOWERS VIII, LLC SBA TOWERS IX,LLC SBA TOWERS USVI, INC. SBA TOWERS,LLC SBA TRS HOLDCO, LLC LLC TOWERCO 2013 USVI LLC PAGE 2 Date 02/08/2017 not limited to, zoning approvals/permits and building permits Lessee will obtain any necessary governmental licenses or authorizations required for the construction and use of Lessee's intended Structures on the Leased Space and will furnish copies of same to Lessor as same are issued If and to the extent Lessee is at any time required to landscape or provide screening around the outside of the tower or Leased Space, Lessor hereby grants Lessee an easement ten (10) feet in width around the perimeter of and adjacent to the Leased Space in order to comply with such landscaping or screening requirements 9 Assignment and Subleasing Lessee may sublet all or part of the Leased Space or may assign or transfer this Lease in whole or in part without Lessor's consent Upon such assignment, Lessee shall be relieved of all liabilities and obligations under this Lease Lessor may not assign the Rent or this Lease or any rights hereunder, except in connection with conveyance of fee simple title to the Premises, without the prior written consent of Lessee, in Lessee's sole discretion In the event that Lessee from time to time subleases all or a portion of the Leased Space or as otherwise reasonably required by Lessee for work at the Leased Space, Lessor hereby grants to Lessee a temporary construction easement over such portion of the Premises as is reasonably necessary for such work Following the completion of such work, Lessee shall, at Lessee's sole cost and expense, promptly repair any damage to the temporary easement area arising from Lessee's use thereof 10 Notices. All notices, demands, requests, consents, approvals and other instruments required or permitted to be given pursuant to this Lease will be in writing, signed by the notifying party, or officer, agent or attorney of the notifying party, and will be deemed to have been effective upon delivery if served personally, including but not limited to delivery by messenger, overnight courser service or by overnight express mail, or upon posting if sent by registered or certified mail, postage prepaid, return receipt requested, and addressed as follows To Lessor City of Bremerton Attn City Clerk 345 Sixty Street, Suite 600 Bremerton, WA 98337 Emergency Bill McKinney Contact Phone # - (360) 473-5354 Rent Payable to City of Bremerton To Lessee SBA 2012 TC Assets, LLC 5900 Broken Sound Parkway, N W Boca Raton, FL 33487-2797 RE Bre0011WA48169-A Attn Site Administration Phone # - (561) 995-7670 The address to which any notice, demand, or other writing may be delivered to any party as above provided may be changed by written notice given by the party as above provided Simultaneously with any notice of default given to Lessee under the terms of this Lease, Lessor shall deliver a copy of such notice to Lender at an address to be provided by Lessee 11 Lessee Improvements Lessee has the right, at its sole expense, to make the improvements on the Leased Space as it may Site Name Bre001 Site No WA48169-A deem necessary, including any improvements necessary for the construction and operation of the Structures Lessee will be responsible for the cost of any site preparation work necessary to prepare the Leased Space to support the Structures All Lessee's improvements, including but not limited to, prefabricated buildings, generators, fencing, Structures and any other improvements will remain the property of Lessee The Structures may be used for the transmission, reception and relay of communication signals, including, without limitation, radio frequency signals Upon termination of this Lease, Lessee will, to the extent reasonable, restore the Leased Space to its original condition at the commencement of this Lease, except for ordinary wear and tear and damages by the elements or damages over which Lessee had no control Lessee and Lessor agree that any improvements contemplated hereunder which are permanent in nature, including but not limited to towers, foundations, footings, concrete, paving, gravel, vegetation and utilities will remain on the Premises unless within thirty (30) days after the expiration of the Lease, Lessor, at its sole discretion, provides notice to Lessee to remove any or all of the improvements at Lessee's expense 12 Insurance Lessee - Lessee, at all times during the term(s) of this Lease, will maintain in full force a comprehensive public liability insurance policy covering all of its operations, activities, liabilities and obligations on the Leased Space, having limits not less than Two Million Dollars ($2,000,000) On or before the Commencement Date, Lessee will give Lessor a certificate of insurance evidencing that such insurance is in effect Lessee shall deliver to Lessor a renewal certificate evidencing that such insurance is in effect within ten (10) business days of Lessor's request for such certificate Lessor shall be named as an additional insured on Lessee's comprehensive public liability insurance policy as it relates to the Leased Premises Lessee's insurance shall be primary and non- contributory insurance as respects the Lessor's insurance or self- insurance All insurance policies provided by Lessee shall contain a waiver of subrogation against the Lessor for claims arising out of any operations, liabilities and obligations to which coverage applies The insurance policy shall be issued by an insurance company authorized to do business in the state in which the Leased Space is located and shall provide thirty (30) days prior written notice to the Lessor of any cancellation of such policy Any insurance required to be provided by Lessee may be provided by a blanket insurance policy covering the Leased Space and other properties leased or owned by Lessee provided that such blanket insurance policy complies with all of the other requirements with respect to the type and amount of insurance 13 Operating Expense Lessee will pay for all water, gas, heat, light, power, telephone service, and other public utilities furnished to the Leased Space and used by Lessee throughout the initial term or renewal term hereof, and all other costs and expenses of every kind whatsoever in connection with the use, operation, and maintenance of the Leased Space and all activities conducted thereon 14 Taxes Lessee will pay any personal property taxes assessed on, or any portion of the taxes attributable to the Structures Lessor will pay when due all real property taxes and all other fees and assessments attributable to the Premises Lessee agrees to pay the leasehold excise tax on the rent payment pursuant to Chapter 82 29A RCW currently in the amount of 12 84 percent and as may be adjusted pursuant to Chapter 82 29A RCW The leasehold excise tax applies to revenue sharing of sublessees' rent payments pursuant to Section 4 of this Lease 15 Maintenance Lessee will use best efforts to maintain SBA SBACO-1 OP ID: NMO '`�� �LX CERTIFICATE OF LIABILITY INSURANCE /DD DATE03/05/2001818 03/0 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Henderson Brothers, Inc. RECEIVE® 920 Ft Duquesne Blvd Pittsburgh, PA 15222 Clem J. Wandrisco, III MAR 21 2018 CONTACT NAME: Clem J. Wandrisco, III a/CCN o E:1:412-261-1842 A/c No): 412-261-4149 E-MAIL ADDRESS: Cjwandrisco@hendersonbrothers.com INSURER(S) AFFORDING COVERAGE NAIC # LIMITS INSURER A: Travelers Property & Casualty 25674 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X❑ OCCUR X $100,000 SIR INSURED SBA Communications Corporation RCity 8051 Congress Ave. Riskagement fsk Manage Boca Raton, FL 33487 INSURER B:The Charter Oak Fire Ins. Co. 25615 INSURER C: St Paul Fire & Marine Ins Co 24767 INSURER D: Hartford Fire Insurance Co. \, _. 19682 Qr 1 S LJ v �`t o. S� C ) 1 o • INSURER E : INSURER F: MED EXP (Any one person) $ UUVtHAUhh CERTIFICATE Nt1MRFRr RF\/ICInKI NIIIIIIIL2CD- THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDIL INSD WVD POLICY NUMBER POLICY EFF MWDD/VYYY POLICY EXP MWDDNYYV LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X❑ OCCUR X $100,000 SIR EXGL-474M8138-18 03/15/2018 03/15/2019 EACH OCCURRENCE $ 900,0001 PREMISES Ea occurrence $ 900,0 MED EXP (Any one person) $ � PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ] PE�0 LOCPRODUCTS GENERAL AGGREGATE $ AO�, -COMP/OP AGG $ $ OTHER: A AUTOMOBILE X LIABILITY ANY AUTO CAP-474M814A-18 03/15/2018 03/15/2019 COMBINED SINGLE LIMIT Ea accident $ 1,000,00 BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident $ ( ) X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 25,000, C EXCESS LIAB CLAIMS -MADE ZUP-15N37405-18-NF 03/15/2018 03/15/2019 AGGREGATE $ 25,000,00 DED I X RETENTION $ 10,000 $ B A WORKERS COMPENSATION EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE (Mandatorryy in NH) EXCLUDED? If yes, describe under N/A UB -475M4378-18 (AOS) UB-475M438A-18 03/15/2018 03/15/2018 03/15/2019 03/15/2019 PER _ER__ X STATUTE ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYEE $ 1,000,00 E.L. DISEASE - POLICY LIMIT $ 1,000, DESCRIPTION OF OPERATIONS below D Professional Liab 40 CPI HA6405 03/15/2018 03/15/2019 Claim/Agg 5,000, Pollution Liab SIR 100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Site Name: BreOO1, Site Number: WA48169-A-0 CERTIFICATE HOLDER (+AKIrGI I ATInnI WA48169 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Bremerton 345 6TH ST ST6-6Ofl- � CC)ACCORDANCE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN WITH THE POLICY PROVISIONS. City Of Bremerton Bremerton, WA 98337-1873 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. AO IS AN INSURED — (Section II) is amended c) The insurance provided to the additional in- to include any person or organization that you sured does not apply to "bodily injury" or agree in a "written contract requiring insurance' "property damage" caused by "your work" to include as an additional insured on this Cover- and included in the "products -completed op - age Part, but: erations hazard" unless the "written contract a) Only with respect to liability for "bodily injury", requiring insurance" specifically requires you "property damage" or "personal injury"; and to provide such coverage for that additional insured, and then the insurance provided to b) If, and only to the extent that, the injury or the additional insured applies only to such damage is caused by acts or omissions of "bodily injury" or "property damage" that oc- you or your subcontractor in the performance curs before the end of the period of time for of "your work" to which the "written contract which the "written contract requiring insur- requiring insurance" applies. The person or ance" requires you to provide such coverage organization does not qualify as an additional or the end of the policy period, whichever is insured with respect to the independent acts earlier. or omissions of such person or organization. 3. The insurance provided to the additional insured 2. The insurance provided to the additional insured by this endorsement is excess over any valid and by this endorsement is limited as follows: collectible "other insurance", whether primary, a) In the event that the Limits of Insurance of excess, contingent or on any other basis, that is this Coverage Part shown in the Declarations available to the additional insured for a loss we exceed the limits of liability required by the cover under this endorsement. However, if the "written contract requiring insurance", the in- "written contract requiring insurance" specifically surance provided to the additional insured requires that this insurance apply on a primary shall be limited to the limits of liability re- basis or a primary and non-contributory basis,, "other "/ quired by that "written contract requiring in- this insurance is primary to insurance" surance". This endorsement shall not in- available to the additional insured which covers crease the limits of insurance described in that person or organization as a named insured Section III — Limits Of Insurance. for such loss, and we will not share with that b) The insurance provided to the additional in "other insurance". But the insurance provided to sured does nota I to "bodily injury",the apply y "prop- additional insured by this endorsement still is "other vs damage" or 'personal injury" arising out excess over any valid and collectible in - of t of the rendering of, or failure to render, any surance", whether primary, excess, contingent or professional architectural, engineering or sur- on any other basis, that is available to the addi- tional insured when that person or organization is veying services, including: an additional insured under such "other insur- L The preparing, approving, or failing to ance". prepare or approve, maps, shop draw- 4. As a condition of coverage provided to the ings, opinions, reports, surveys, field or- additional insured by this endorsement: ders or change orders, or the preparing, approving, or failing to prepare or ap- a) The additional insured must give us written prove, drawings and specifications; and notice as soon as practicable of an "occur - ii. Supervisory, inspection, architectural or rence" or an offense which may result in a engineering activities. claim. To the extent possible, such notice should include: CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the 'occurrence" or offense took place; it. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the 'occurrence" or offense. b) If a claim is made or "suit' is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit' and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to 'other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 0 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05 POLICY NUMBER: TJ-EXGL-474M8138-TIL-17 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 03-07-17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US / This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization with whom you have agreed in a written contract or agreement to waive your right of recovery, but only for payments we make because of: 1. "Bodily injury" or "property damage" that occurs; or 2. "Personal injury" or "advertising injury" caused by an offense committed; after you have executed that contract or agreement. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazards." This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 �-� SBACOMM-01 NMONEIL ,acoRO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYW) �� 3/17/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER RECEIVE® NAME: Henderson Brothers Inc PHONE 920 Ft. Duquesne Blvd. (A/c, No, Ext): (412) 261-1842 (Alc, No):(412) 261-4149 Pittsburgh, PA 15222 al oRlEss: info hendersonbrothers.com MAR 2 6 202U INSURERS AFFORDING COVERAGE NAIC # INSURED City of Bremerton SBA Communications Corporation Risk Management 8051 Congress Ave. Boca Raton, FL 33487 C(�VFRAGFS CFRTIFICATF Nl1MRFR� F: Travelers Property Casualty The Charter Oak Fire Ins. Hartford Fire Insurance C of America RFVISI(�N Nl1MRFR� THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR L TYPE OF INSURANCE ADDL Sp SUBR POLICY NUMBER POLICY EFF /pp POLICY EXP p LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � occuR EXGL-474M8138 3/15/2020 3/15/2021 EACH OCCURRENCE $ 750,000 DAMAGE TO RENTED PREMISES Ea occurrence 750,000 $ X MED EXP An one erson $ $250,000 SIR PERSONAL R ADV INJURY $ 750,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY �X JE � � LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS •COMP/OP AGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY EOMBIctlBD SINGLE LIMIT S 1,000,000 X gODILYINJURY Per erson $ ANY AUTO CAP-474M814A 3/15/2020 3/15/2021 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ Pe�acEciRdentDAMAGE S AUTOS ONLY AUTO ON�� A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE g 25,000,000 AGGREGATE S 25,000,000 EXCESS LIAB CLAIMS -MADE ZUP-15N37405 3/15/2020 3/15/2021 DED X RETENTIONS 1 O,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N OFFICER/MEMBOER EXCLUDED? ECUTIVE ❑ (Mandatory in NH) N / A UB-4L099102 3/15/2020 3/15/2021 X STATUTE E E.L. EACH ACCIDENT 1,000,000 S E.L. DISEASE - EA EMPLOYE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 1,000,000 S A Worker's Comp UB-3L884966 3/15/2020 3/15/2021 Each Acc/Policy Lmt 1,000,000 C Prof/Poll (100k SIR) 40 CPI HA6405 3/15/2020 3/15/2021 Claim/Agg 5,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) If required by written contract, certificate holder will be included as additional insured on a primary and noncontributory basis per forms CGD2460805, CAT4740216, and E000010716. If required by written contract, a waiver of subrogation will be provided for certificate holder per forms CG24040509, CAT3400215, E000010716 and WC000313(00), where applicable by law. 30 day notice of cancellation provided for certificate holder per forms ILT4001209 when required by written contract. The insurance provided will not exceed the lesser of: 1. The coverage and/or limits of this policy, or 2. The coverage and/or limits required by said contract or agreement. City of Bremerton "City of Bremerton Ste 600 345 6TH St Bremerton, WA 98337-1873 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AU/THORIZE/DA,RIE,PRE/S�'ENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SBACOMM-01 NMONEIL `� RL CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDMW) 4/13/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Henderson Brothers Inc PHONE 920 Ft.Duquesne Blvd. (A/C,No,Ext):(412)261-1842 (A/C,No):(412)261-4149 Pittsburgh,PA 15222 E-MAIL DRESS:sbacerts@hb1893.com AD INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Company of America 25674 INSURED INSURERB:The Charter Oak Fire Ins.Co. 25615 SBA Communications Corporation INSURER C:Navigators Specialty Insurance 36056 8051 Congress Ave. INSURER D:Hartford Fire Insurance Company Payable 19682 Boca Raton,FL 33487 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSD wVD POLICY NUMBER (MM/DD/YYYYI IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 750,000 CLAIMS-MADE X OCCUR EXGL-474M8138 3/15/2021 3/15/2022 DAMAGE TO RENTED 750,000 X $250,000 SIR PREMISES(Ea occurrences $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 750,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JECT LOC 2,000,000 PRODUCTS-COMP/OPAGG $ OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO CAP-474M814A 3/15/2021 3/15/2022 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 15,000,000 EXCESS LIAB CLAIMS-MADE ZUP-15N37405 3/15/2021 3/15/2022 AGGREGATE $ 15,000,000 DED X RETENTION$ 10,000 B WORKERS COMPENSATION X STATUTE OERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N UB-4L099102/UB-3L884966 3/15/2021 3/15/2022 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 (Mandatory It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Excess Liability PH21EXR806148IC 3/15/2021 3/15/2022 Each Occ/Agg 10,000,000 D Prof/Poll(100k SIR) 40 CPI HA6405 3/15/2021 3/15/2022 Claim/Agg 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) If required by written contract,certificate holder will be included as additional insured on a primary and noncontributory basis per forms CGD2460419, CAT4740216,and EU00010716.If required by written contract,a waiver of subrogation will be provided for certificate holder per forms CG24040509, CAT3400215,EU00010716 and WC000313(00),where applicable by law. 30 day notice of cancellation provided for certificate holder per forms ILT4050311, ILT4050519,and WC9906R300 when required by written contract. The insurance provided will not exceed the lesser of: 1.The coverage and/or limits of this policy,or 2.The coverage and/or limits required by said contract or agreement. CERTIFICATE HOLDER CANCELLATION City of Bremerton 345 Sixth Street,Suite 100 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN •Attu:City Clerk ACCORDANCE WITH THE POLICY PROVISIONS. Bremerton,WA 98337 AUTHORIZED REPRESENTATIVE a2. ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORU� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 5/1/2022 04/28/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT PHONE WC N EFAX Three City Place Drive, Suite 900 St. Louis MO 63141-7081 (314) 432-0500 E-MAIL ° INSURERS AFFORDING COVERAGE NAIC 0 INSURERA: Continental Casualty Company 20443 INSURED T-Mobile US, Inc. INSURER B: The Continental Insurance Company 35289 INSURERC: TranWQrtation Insurance, Company 20494 358772 Its Subsidiaries and Affiliates, including Sprint Corporation 12920 SE 38th Street INSURER D : Bellevue WA 98006 INSURER E : INSURER F : COVERAGES TMOBI CERTIFICATE NUMBER: 16948177 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT 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 HE TERMS, EXQLIQNSAND GO DITIONS OF 5UCH POLICIES. LIMIT,$ SHO MAY HAVE BEEN REDUCED BY PAID LAIM _ I TSRR TYPE OF INSURANCE ADDL INSD SUB WVD POLICY NUMBER POLICY EFF MMIDD/YYYY) POLICY EXP (MMIDDIYYYYJ LIMITS A X COMMERCIAL GENERAL LIABILITY 7012343900 05/01/2021 05/0112022 EACH OCCURRENCE $ 10,000,000 CLAIMS -MADE OCCUR DAMA SET RENTED $ 10,000,000 MED EXP IAny oneperson) $ 25,000 Y Y PERSONAL & ADV INJURY $ 10,000,000 AGGREGATE LIMIT APPLIES PER: POLICY JECT rX LOC GENERAL AGGREGATE $ 20,000.000 GEN'L PRODUCTS - COMP/OP AGG $ 20OOO OOO $ OTHER: A AUTOMOBILE LIABILITY 7012343878 05/01/2021 05/01/2022 EaeccEN IdentLDSINGLELIMIT $ 5.000,000 X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY I Y Y BODILY INJURY (Per person) $ )(XX)(U(X ) BODILY INJURY (Per accident) $ X)=)= P�tOPER7Y DAMAGE er accident $ xxxxxxx $xxxXxxX B X UMBRELLA LIAR X OCCUR CUE 7014886953 05/01/2021 05/01/2022 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 B B EXCESS LIAB CLAIMS -MADE N N SIR applies per policy terms & conditions DED x RETENTION $ 10,000 $ WORKERS COMPENSATION )( - B B C AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETORIPARTNER/EXECUTIVE ❑ OFlM FICEREMBER EXCLUDED? N (Mandatory In NH) NIA N 7012343895 (AOS) 7012343881 (CA) ) 7012447142 AZ,MA,OR,WI) 05/01/2021 05/01/2021 05/01/2021 05/01/202 05/01/202 05/01/202 E.L. EACH ACCIDENT $ 2,000.000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ 2.000.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) The Certificate Holder and other entities defined by written contract, statute, permit application or written agreement are additional insureds on a primary and non-contributory basis under general liability and are additional insured under automobile liability as required by written contract. Waiver of Subrogation applies under general liability and automobile liability as required by written contract. **See Attached Endorsements— SE63XC400 / 3027 OLYMPUS DRIVE BREMERTON, WA CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 16948177 AUTHORIZED REPRESENTATIVE CITY OF BREMERTON ATTN: CITY CLERK 345 6TH STREET, SUITE 600 BREMERTON WA 98337 J61 ACORD 25 (2016/03) 01988-2015 ACOPffORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD Attachment Code : D590641 Master ID: 1358772, Certificate ID: 16948177 ram» 1�All 1 CITY OF BREMERTON ATTN: CITY CLERK 345 6TH STREET, SUITE 600 BREMERTON WA 98337 IMPORTANT NOTICL Dear Certificate Holder for T-Mobile and its subsidiaries (including Sprint): In our continued effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance going forward. To ensure future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 16948177 • Email : 5tZ-edelivery@Zockton.com -Phone: 314-812-3888 If we do not receive your email address via one of the above methods prior to the client's next renewal, we will assume you no longer need the certificate. If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. The above inbox is for collecting email addresses for renewal electronic certificate delivery ONLY. You will not receive a response from this inbox. Thank you for your cooperation. Lockton Companies Lockton Companies 500 Attach ddf V''Pf 59278 Master ID: 1358772, Certificate ID: 16948177 i It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy, Form No: CNA75014XX (01-2015) Policy No: 7012343900 Endorsement Effective Date: 05/01/2021 Policy Effective Date: 05/01/2021 Endorsement No: Page: 1 of 1 Underwriting Company: Continental Casualty Company 0 Copyright CNA All Rights Reserved. Attachment Code: D559289 Master ID: 1358772, Certificate ID: 16948177 C*A s • odQlif,tv •� ,�laiiw—'s� „r -- Will It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA68021XX (02-2013) Policy No: 7012343878 Endorsement Effective Date: 05/01/2021 Policy Effective Date: 05/01/2021 Endorsement No: Policy Page: Underwriting Company: Continental Casualty Company © Copyright CNA All Rights Reserved. A`6*� Rom® CERTIFICATE OF LIABILITY INSURANCE 5/1/2023 DATE 0 (MM/DD02z) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies Three City Place Drive, Suite 900 PHONE St. Louis MO 63141-7081 E-MAIL (314) 432-0500 INSURER A: Continental Casualty Company 20443 INSURED T-Mobile US, Inc. INSURER B: The Continental Insurance Company 35289 1358772 Its Subsidiaries and Affiliates, INSURERC: Transportation Insurance Company 20494 including Sprint Corporation 12920 SE 38th Street INSURER D Bellevue WA 98006 INSURER E : INSURER F : COVERAGES TMOBI CERTIFICATE NUMBER: 16948177 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT 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 ALLTHETERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR . TYPE OF INSURANCE DDL INSD SUB WVD POLICY NUMBER POLICY EFF MM/D /YYY POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx I OCCUR Y Y 7012343900 05/01/202 05/01/2023 EACH OCCURRENCE $ 10,000,000 PAMAGE To RENT $ 10,000,000 MED EXP (Any oneperson) $ 25,000 GEN'L PERSONAL & ADV INJURY $ 10,000,000 AGGREGATE LIMIT APPLIES PER: POLICY❑ �ECOT LOC OTHER: GENERAL AGGREGATE $ 20000.000 PRODUCTS - COMP/OP AGG $ 20,000,000 $ A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY I Y y 7012343878 05/01/20 05/01/202 rEa aen BINED SINGLE LIMIT $ 5,000,000 BODILY INJURY (Per person) $ XM BODILY INJURY (Per accident) $ XX)=XX � OPERdTY AMAGE arecci ent $ xxxxxxx $xxxxxxx B B B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE N N CUE 7014886953 SIR ap lies per policy terms conditions 05/01/20 05/01/2023 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED I X I RETENTION $ 10,000 $ B B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNERlEXECunVE OFFICERIMEMBER EXCLUDED? ❑N (Mandatory In NH) describe under If DESCRIPTION OF OPERATIONS below N / A N 7012343895 (AOS) 7012343881 (CA) (( 7012447142 AZ,MA,OR,WI) 05/01 /20 05/01/20 05/01/20 05/01 /202 05/01l202 05/01/2023 X A E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2000000 E.L. DISEASE - POLICes, Y LIMIT $ 2.000.000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Certificate Holder and other entities defined by written contract, statute, permit application or written agreement are additional insureds on a primary and non-contributory basis under general liability and are additional insured under automobile liability as required by written contract. Waiver of Subrogation applies under general liability and automobile liability as required by written contract. "See Attached Endorsements— SE63XC40013027 OLYMPUS DRIVE BREMERTON, WA CERTIFICATE HOLDER CANCELLATION See Attachments I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 16948177 AUTHORIZED REPRESENTATIVE CITY OF BREMERTON ATTN: CITY CLERK 345 6TH STREET, SUITE 600 BREMERTON WA 98337 ACORD 25 (2016/03) C 1988-2015 ACOftTORPORATFON. All rights reserved The ACORD name and logo are registered marks of ACORD Attachment Code : D590641 Master ID: 1358772, Certificate ID: 16948177 l�1 1j to, CITY OF BREMERTON ATTN: CITY CLERK 345 6TH STREET, SUITE 600 BREMERTON WA 98337 Dear Certificate Holder for T-Mobile and its subsidiaries (including Sprint): In our continued effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance going forward. To ensure future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 16948177 • Email: stl-edelivery@lockton.com • Phone:314-812-3888 If we do not receive your email address via one of the above methods prior to the client's next renewal, we will assume you no longer need the certificate. If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. The above inbox is for collecting email addresses for renewal electronic certificate delivery ONLY. You will not receive a response from this inbox. Thank you for your cooperation. Lockton Companies Lockton Companies l :i, I°I:: I:ii. �,ul{C 1•ii11) w.t. I i,ilp.. �11 314-432-0500 / lockton.com Attachn'soctliv D5,59278 Master ID: 1358772, Certificate ID: 16948177 It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurancefor any reason other than nonpayment of premium, then notice of cancellation wi I I be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailingto the last known mailing address of the Certificate holder on file with the Agent of Record wi I I be s uffi ci ent to prove notice. Any fa i I ure by the Insurer to notify such persons or organizations wi I I not extend or i nva I i dates uch cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another Form No: CNA75014XX (01-2015) Policy No: 7012343900 Endorsement Effective Date: 05/01/2022 Policy Effective Date: 05/01/2022 Underwriting Company: Continental Casualty Company ©Copyright CNAAII Rights Attachment Code : D559289 Master ID: 1358772, Certificate ID: 16948177 N0110E OF CANCEL ATi It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30days in advance of the date cancellation is effective. If notice is ma i I ed, then proof of ma i l i ng to the last known mailing address of the Certi fi catehol der on fi I e with the Agent of Record wi I I be s uffi ci ent to prove noti ce. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another Form No: CNA68021XX (02-2013) PoIicy No: 7012343878 Endorsement Effective Date: 05/01/2022 Po I i cy Effe cti ve Da te: 05/01/2022 Endorsement No: Policy Page: Underwriting Company: Continental Casualty Company ,acoRo® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `� 5/1/2024 04/03/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies Three City Place Drive, Suite 900 St. Louis MO 63141-7081 (314)432-0500 INSURED T-Mobile US, Inc. � 358772 Its Subsidiaries and Affiliates, including Sprint Corporation 12920 SE 38th Street Bellevue WA 98006 COVERAGES TM(�BI RECEIVED INsuRERA: Continental Casualty Com MAY � `� 2023 City of Bremerton Risk Management CERTIFICATE NUMBER: 16948177 c: The Continental Insurance Com REVISION NUMBER: 20443 35289 THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUB WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR Y Y 7012343900 05/01 /202 05/01/202 EACH OCCURRENCE $ 1 O OOO OOO DAE A SE TO RENTED e $ 10 000 000 MED EXP An one erson $ 25 000 PERSONAL & ADV INJURY $ 1 O OOO OOO GENERAL AGGREGATE $20000000 GEN'LAGGREGATELIMITAPPLIESPER: POLICY❑ PE � � LOC OTHER: PRODUCTS - COMPIOP AGG $ 2O OOO OOO $ A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Y Y 7012343878 05/01/202 05/01/202 Ea aBcideDISINGLE LIMIT $ 5,000,000 BODILY INJURY (Per person) $XXXXXXX BODILY INJURY (Per accident) $XXXXXXX PROPERTY AMAGE Per accident $XXXXXXX $XXXXXXX B B B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE N N CUE 7014886953 SIR applies per policy terms &conditions 05/01/202 05/01/202 EACH OCCURRENCE $rJ,000,OOO AGGREGATE $ S,000,OOO DED X RETENTION $ 1 O,000 $ B B C WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICERlMEMBER EXCLUDED? N (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS belmv N / A N 7012343895(AOS) 7012343881 CA) 7012447142 AZ,MA,OR,WI) 05/01/202 05/01/202 05/01/202 05/01/202 05/01/202 O5/O1/2O2 X PER S' U E OT - E E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE -EA EMPLOYEE $ 2,000,000 E.L. DISEASE -POLICY LIMIT $ 2 OOO OOO DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Certificate Holder and other entities defined by written contract, statute, permit application or written agreement are additional insureds on a primary and non-contributory basis under general liability and are additional insured under automobile liability as required by written contract. Waiver of Subrogation applies under general liability and automobile liability as required by written contract. **See Attached Endorsements** SE63XC400 / 3027 OLYMPUS DRIVE BREMERTON, WA CERTIFICATE HOLDER CANCELLATION ee ttac menu 16948177 CITY OF BREMERTON ATTN: CITY CLERK 345 6TH STREET, SUITE 600 BREMERTON WA 98337 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD It is understood and agreed that: If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. I f noti ce i s ma i I ed, then proof of ma i I i ng to the I a st known ma i I i ng a dd res s of the Certificate holder on fi I e wi th the Agent of Record wi I I be suffi ci ent to prove notice. Any failure bythe Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. His endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy atthe hour stated in said policy, unless another Form No: CNA75014XX (01-2015) Endorsement Effective Date: 05/01/2023 Policy No: 7012343900 Policy Effective Date: 05/01/2023 Underwriting Company: Continental CasualtyCompany © Copyright CNAAII Rights It is understood and agreed that: If you have agreed under written contract to provide notice of cancel lation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certi fi catehol ders at I ea st 30 days i n a dva nce of the da to ca ncel I ati on i s effecti ve. I f noti ce i s ma i I ed, then proof of ma i I i ng to the I a st known ma i I i ng a dd res s of the Certi fi catehol der on fi I e with the Agent of Record wi I I be s uffi ci ent to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or i mpose any I iabil ity or obligation upon us or the Agent of Record. !This endorsement, which forms a part of and is for attachment to the policy issued by the designated 'Insurers, Makes effect on the Policy Effective dateofsaid policy atthe hour stated in said policy, unless another Form No: CNA68021XX (02-2013) Endorsement Effective Date; 05/01/2023 Endorsement No: Underwriti ng Company: Continental Casualty Company Policy No: 7012343878 Policy Effective Date; 05/01/2023 Policy Page: © Coovrieht CNAAII Riehts