SCOTT E. SIMPSON, P.A. of KOREY, SWEET, McKINNON & SIMPSON Attorneys a11d Cou11selors at Law

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1 TO: FROM: DATE: RE: SCOTT E. SIMPSON, P.A. of KOREY, SWEET, McKINNON & SIMPSON Attorneys a11d Cou11selors at Law Mayor and City Council Scott E. Simpson, City Attorney October 5, 2017 T-Mobile Tower Lease Suite A, Granada Oaks Professional Building 595 West Granada Boulevard Ormond Beach, Florida (386) Te/ephone (386) Telefax Website: or111ondlegal.co111 **MEMORANDUM** tod /Ol'Dt 1 As a recap, the City's land lease with Crown Castle was set to expire at the end of June 2017, and pursuant to the lease, the City would become the owner of the tower at the end of the lease term. Crown Castle proposed a new land lease with monthly rent in the amount of $1,600. After discussions with Crown Castle and reviewing options, the City elected not to renew the lease, let the current lease expire and become the owner of the cell tower. The main issue was that we could not obtain information about the existing tower tenants' (ATT and T-Mobile) lease payments. When the lease terminated at the end of June 2017, we entered into a month to month agreement with Crown Castle to allow time to legally transfer ownership of the cell tower to the City. The City officially became the owner of the cell tower on September 1, Thereby ending the month to month lease with Crown Castle, and agreeing to temporary leases with T Mobile and A TT until such time as new leases could be finalized. Attached is the negotiated T-Mobile lease for review and approval. Below is a summary of key terms of the proposed lease: TERM: Initial term - 10 years Renewal Terms - 3 five (5) year renewals after initial term -Option to Renew is at T-Mobile's discretion -City can terminate with 2 year notice if city changing use and help relocate on other City property. Extended Term - 9 one (1) year renewals after last renewal term -either party can terminate with 6 month notice before end of term RENT: Initial and Renewal Term - $3,000 per month first year 3 % increase per year Extended Period - 4% per year increase EFFECTIVE DATE: September 1, 2017.

2 CAPITAL CONTRIBUTION: $10,000 paid within 60 days of September 1, 2017 UTILITIES: Either separate meter or pays $200 per month

3 SITE LEASE AGREEMENT This SITE LEASE AGREEMENT (this "Lease") is effective the date of the last signature on this Lease (the "Effective Date") by and between City of South Daytona, a Florida municipal ("Landlord"), and T-Mobile South LLC., a Delaware limited liability company ("Tenant"). Landlord and Tenant agree to the following: 1. Property Description. Landlord is the owner of the real property located at 1770 Segrave Street, South Daytona, FL as further described on Exhibit A (the "Property") and the communications tower ("Tower") located thereon. Subject to the terms and conditions of this Lease, Landlord leases to Tenant and Tenant leases from Landlord a portion of the Property with dimensions of approximately 17.5' x 6' (105 square feet) and space at the 167-foot elevation on the Tower which Tenant may use on a non-exclusive basis for the installation, operation and maintenance of its facilities as generally described on Exhibit B (the ground space on the Property and Tower space being leased to Tenant are collectively referred to as the "Premises"). 2. Landlord Cooperation. During the Term (as defined below), Landlord shall cooperate with Tenant's due diligence activities, at Tenant's sole cost and expense, which shall include, but not be limited to, access to the Property for inspections, testing, permitting related to the Permitted Uses (as defined below). Landlord authorizes Tenant, at Tenant's sole cost and expense, to sign, file, submit and obtain all zoning, land use and other applications for permits, licenses and approvals required for the Permitted Uses from all applicable governmental and quasi-governmental entities (collectively, the "Governmental Approvals"). Tenant shall provide courtesy copies of all applications submitted for Governmental Approvals to Landlord. Tenant certifies that Tenant currently maintains the Antenna Facilities listed in Exhibit B on the Premises in accordance with the Site Plan attached as Exhibit C ("Site Plan") and all appropriate Government Approvals that Tenant obtained for the existing Antenna Facilities. Accordingly, the parties acknowledge that new Government Approvals are not necessary for Tenant to maintain its existing Antenna Facilities in accordance with the Site Plan for the Premises. Landlord's cooperation shall include the prompt execution and delivery of any documents necessary for Tenant to obtain and to maintain, at Tenant's sole cost and expense, Government Approvals or utility services. Landlord cannot and hereby expressly does not waive or relinquish any of its land use, regulatory and police power authority, approval or enforcement rights and obligations, as they may relate to governmental regulations of general applicability which may govern the Property, any improvements thereon, or any operations on the Property. Nothing in this Lease shall be deemed to create an affirmative duty of Landlord to abrogate its right to exercise its police power and governmental powers by approving or disapproving or taking any other action in accordance with its zoning and land use codes, administrative codes, ordinances, rules and regulations, federal laws and regulations, state laws and regulations and grant agreements, as they may be amended. In addition, nothing herein shall be considered zoning by contract. Landlord's consent to a request by Tenant submitted to Landlord pursuant to this Lease, does not constitute the Governmental Approval of the City of South Daytona. 3. Antenna Facilities and Permitted Uses. Landlord leases the Premises to Tenant for its equipment, personal property and improvements required for Tenant's wireless communications business that are specifically and particularly described in Exhibit B (the "Antenna Facilities"). Landlord authorizes Tenant to use the Premises for no other purpose other than the construction, installation, operation, maintenance, repair, and removal of only the Antenna Facilities (the "Permitted Uses") as set forth in Exhibit B. Any proposed revision, modification or replacement of Tenant's Antenna Facilities as described on Exhibit B shall require the prior written consent of Landlord. Tenant shall not engage in the Permitted Uses without obtaining, at its sole costs and expense, all applicable Governmental Approvals. The Antenna Facilities shall remain the exclusive property of Tenant and shall not be considered fixtures. Tenant, at its sole expense, may use reasonable means

4 as necessary to control, secure or restrict access to the Antenna Facilities, provided no action by Tenant shall restrict access by Landlord or other parties with Landlord's authorization to any portion of the Tower or Premises to facilities on the Tower and Premises owned or used by the Landlord or such other parties. Landlord hereby waives any and all lien rights it may have concerning the Antenna Facilities. Any proposed revision or modification of the Site Plan by Tenant shall be at Tenant's sole cost and expense, and shall require the prior written approval of Landlord. By taking possession of the Premises, Tenant accepts the Premises in the condition existing as of the Effective Date of this Lease. Landlord makes no representation or warranty with respect to the condition of the Premises or Tower and Landlord shall not be liable for any latent or patent defect in or on the Premises or Tower. Tenant's Permitted Uses of the Premises shall not compromise the structural integrity of the Tower. Landlord shall have the right, at Landlord's cost and expense, to inspect Tenant's Permitted Uses and the addition, modification, upgrading or replacement of Tenant's Antenna Facilities. Notwithstanding this provision, Landlord may inspect the Tower, Premises and Tenant's Antenna Facilities in connection with Tenant's request for consent to modify, revise or alter its Antenna Facilities. Nothing herein shall prohibit the City from inspecting the Tower, Premises and Antenna Facilities at Tenant's expense in the exercise of the City's regulatory and police powers in reviewing Tenant's application for Governmental Approval. If necessary to maintain service, Tenant shall have the right, subject to Governmental Approvals, to locate a cell-on-wheels ("COW"), or other temporary facilities on the Property (including an emergency generator), provided such temporary facilities do not interfere with use of or access to the Property, and such period does not exceed one month unless extended by Landlord in its sole discretion. In such event, Tenant shall endeavor to deploy the temporary facilities as soon as reasonably possible under the circumstances, and Landlord shall cooperate with the placement of the temporary facilities at a mutually acceptable location. Structural analyses of any proposed installation, addition, modification, upgrading or replacement of Tenant's Antenna Facilities on the Tower by a licensed engineer who satisfies the requirements of Section , Florida Statutes, shall be performed at Tenant's sole cost and expense in accordance with applicable national standards and building codes. 4. Lease Term. a) The Initial Term of the Lease shall be ten (10) years commencing on September 1, 2017 (the "Commencement Date"), and ending on August 31, 2027 (the "Initial Term"). The Initial Term, together with any Renewal Terms and Extended Periods are referred to collectively as the "Term." b) The Initial Term shall automatically renew for three (3) successive renewal terms of five (S) years each (each a "Renewal Term"), provided, however, that Tenant may elect not to renew by providing Landlord written notice at least six (6) months before the expiration of the then current Term. c) Upon the expiration of the final Renewal Term, Tenant shall have the right to continue to occupy the Premises and the Term shall automatically extend for up to nine (9) successive one (1) year periods (each, an "Extended Period"). Landlord or Tenant may terminate the renewal of any Extended Period by delivery of notice at least six (6) months prior to the end of the then current Extended Period. Tenant's obligation to pay Rent, as may be adjusted as provided herein, shall continue during any Renewal Term and Extended Period until the termination date of the Lease, notwithstanding Tenant or Landlord providing notice of intention not to renew. Landlord shall be entitled to retain any Rent paid by Tenant, notwithstanding the termination or expiration of this Lease. d) Notwithstanding anything herein to the contrary, after the Initial Term, Landlord may terminate this Lease with at least two (2) years' prior written notice to Tenant, if Landlord determines to modify the use of the Property which would require the removal of the Tower from the Property. In such event, Market : Cro wn/south Daytona Site Lease - version

5 Landlord will cooperate reasonably with Tenant to site Tenant's facilities on other property owned by Landlord to accommodate Tenant's service. e) Upon such expiration or termination of the Lease, the parties shall have to further obligation to each other under this Lease, with the exception of those provisions that survive termination of this Lease. 5. Rent/Other Charges. a) Upon the Commencement Date, Tenant shall pay Landlord rent in the amount of Three Thousand dollars {$3,000.00) per month {the "Rent") during the first year of the Term. Tenant shall deliver Rent to Landlord at the address specified in Section 14, or by electronic payment as specified by Landlord. The first Rent payment shall be due within thirty {30) days after the Commencement Date. Subsequent Rent shall be payable by the fifth day of each month. By way of illustration, if the Commencement Date is January 1, Tenant shall pay Landlord the rental payments for January and February by February 5. b) During the Initial Term and any Renewal Terms, Rent shall increase annually on each anniversary of the Commencement Date by an amount equal to three percent {3%) of the Rent in effect during the immediately preceding lease year. During any Extended Terms, Rent shall increase annually on each anniversary of the Commencement Date by an amount equal to four percent {4%) of the Rent in effect during the immediately preceding lease year. Landlord reserves the right to seek a reasonable adjustment in Rent as a result of any modifications to the Antenna Facilities or any other equipment Tenant seeks to locate on the Tower or on the Premises. c) Rent for any partial month shall be prorated on a per day basis, based on the number of days in the month in question. Landlord shall cooperate with Tenant regarding the use of any electronic rent payment systems or the provision of any associated documentation. Tenant may condition payment of Rent and any other sums payable under this Lease upon Tenant's receipt of a duly completed IRS form W-9, or similar governmental form. d) Any charges payable under this Lease other than Rent shall be billed by Landlord to Tenant within twelve {12) months from the date the charges were incurred or due; otherwise the charges shall be deemed time-barred and forever waived and released by Landlord. Tenant shall pay any invoice from Landlord within thirty {30) days of receipt. If Tenant disputes any invoice, it must pay such invoice and notify Landlord of the nature of its dispute and amount of the dispute within thirty 30 days of receipt, otherwise, Tenant shall be deemed to waive any dispute of an invoice. All invoices to Tenant shall be sent to Tenant at T-Mobile USA, Inc., SE 3gth Street, Bellevue, WA 98006, Attn: Lease Compliance I. e) Tenant shall pay Landlord a late payment charge equal to five percent {5%) of any payment due under this Lease which is not paid within 15 calendar days after receipt of written notice from Landlord of such late payment. Any amounts not paid within such 15-day period shall also bear interest from the date due until paid at the lesser of the rate of two percent {2%) per month or highest rate permitted by law. f) In addition to Rent, Tenant shall pay Landlord a one-time capital contribution in the amount of $10,000.00, within sixty {60) days after the Effective Date. 6. Interference. Tenant shall not interfere with the radio frequency communications of Landlord or any of Landlord's existing tenants as of the Effective Date. After the Effective Date, Landlord shall not install, or permit any third party to install, any equipment or structures that measurably interfere with or restrict the operations of Tenant's Antenna Facilities. Tenant shall ensure, at its sole cost and expense, that any Crown/South Davtona Site Lease - version S

6 modification, addition, or replacement of its Antenna Facilities shall not measurably interfere with the radio frequency communications of Landlord or any authorized user of the Property. Tenant's operations shall not measurably interfere with any radio frequency communications or operation of public safety equipment used by first responders, public safety personnel or public safety agency and if Tenant's operations cause such interference, or violates Section , Florida Statutes, it shall be Tenant's responsibility to cure such interference or violation immediately, at its sole cost and expense. Any such interference shall be deemed a material breach of this Lease and the applicable party causing interference shall remove the cause of the interference within forty-eight (48} hours of notice. The parties shall have the right to exercise all legal and equitable rights and remedies with respect to interference including all rights under applicable federal, state and/or local law regarding interference caused by or to Tenant's Antenna Facilities. 7. Utility Services. a) Tenant shall have the right, at its sole cost and expense and subject to applicable Governmental Approvals, to connect to, maintain, repair, upgrade, remove or replace existing utility related equipment and shall have the right to install new utility related equipment, including a generator, optical fiber facilities, and alternative energy related equipment, to service its Antenna Facilities, or cell-on-wheels on the Property (collectively, the "Utility Facilities"). Nothing herein shall authorize Tenant to install any Utility Facilities in areas outside of the Property. b) Tenant shall be responsible for all utilities charges for electricity, or any other utility service used by Tenant on the Premises. Tenant may install separate meters for Tenant's utility usage. If Tenant does not install a separate meter, Tenant shall pay Landlord two hundred dollars ($200.00} per month for its utility usage at the same time as Tenant's payment of Rent. Landlord shall have the right to increase the monthly charge for utility service annually by an amount related to any increase in utility charges by such utility to Landlord. 8. Access and Easements. a) Landlord shall furnish, at no additional charge to Tenant, secure non-exclusive access to the Premises on a 24-hours-a-day, 7-days-a-week basis to Tenant and Tenant's employees, agents, contractors and other designees for Tenant's Permitted Uses. Tenant shall comply with Landlord's security procedures for access to the Premises. To the extent Tenant seeks access to the Tower, Tenant shall provide Landlord with reasonable prior notice and obtain consent from Landlord for the schedule of such work to be performed on the Tower. Landlord agrees to consent to such access within 48 hours after the request is made. In the event of a loss of service or other emergency, Landlord agrees to review and to grant the request for access to the Tower within four hours of Tenant's request. Tenant shall not use the Property for parking vehicles, but shall be entitled to maintain a vehicle on the Property on a temporary basis in connection with Tenant's Permitted Uses. b) Landlord grants Tenant, at no additional Rent or charge, the right of access on, over, under and across the Property for ingress, egress, communications, power and other utilities, construction, demolition and access to the Premises and any Utility Facilities from the nearest public right-of-way (collectively, the "Access"). Except as otherwise provided in this Lease, Landlord shall not modify, interrupt or interfere with any communications, electricity, or other utility equipment and Access serving Tenant's Antenna Facilities on the Property, except with the prior written approval of Tenant. Tenant's Access rights herein shall terminate upon the termination of this Lease. M arket: Crown/Sou th Daytona Sit e Lease - version

7 9. Termination. Tenant may terminate this Lease without further liability, upon ninety (90) days prior written notice to Landlord, for any of the following reasons: (i) changes in local or state laws or regulations which prohibit Tenant's ability to operate going forward its Antenna Facilities on the Property; (ii) a Federal Communications Commission ("FCC") ruling or regulation that is beyond the control of Tenant that prohibits Tenant's ability to operate going forward its Antenna Facilities on the Property; or (iii) if Tenant is unable to obtain, notwithstanding Tenant's submission of a complete application, any Governmental Approval required for the continued operation of Tenant's Antenna Facilities and the denial of such Governmental Approval is upheld on appeal. Upon ninety {90) days prior written notice to Landlord, Tenant may terminate this Lease for any or no reason provided that Tenant pays Landlord a termination fee equal to six (6) months' Rent at the then current rate. 10. Casualty and Condemnation. If the Premises or Antenna Facilities are so damaged or destroyed by wind, fire or other casualty whereby such damage may reasonably be expected to disrupt Tenant's ability to provide services for more than sixty (60) days, Tenant may terminate the Lease with 30 days' written notice to Landlord, provided Landlord has not commenced and pursued repairs in diligent fashion, or completed repairs to permit Tenant to resume operations. If the Premises, Tower or Antenna Facilities are taken or condemned by power of eminent domain or other governmental taking by a legally constituted public authority that renders them unusable for the purposes of this Lease, then Tenant shall be entitled to make a claim at its own cost and expense in any condemnation proceeding attributable to (i) Tenant's Antenna Facilities, (ii) any moving or relocation benefit available to Tenant, and (iii) any other award available to Tenant that is not attributable to Landlord's title to or interest in the Property or Tower. If the Antenna Facilities are not operational due to casualty or condemnation, and Tenant does not terminate the Lease, Tenant shall have the right to abate the Rent for that period of time on a per day pro rata basis, unless Tenant is able to install a cell on wheels or other temporary antenna facility on the Property. In addition, in the event of condemnation that prohibits Tenant's use under this Lease, Tenant may terminate the Lease with thirty (30) days' written notice to Landlord. In no event shall Landlord be liable for damages or consequential damages to Tenant as a result of any casualty or condemnation. 11. Default and Right to Cure. A party shall be deemed in default under this Lease if it fails to make any payment, or to perform any obligation required of it within any applicable time period specified and does not commence curing such breach within thirty (30) days after receipt of written notice of such breach from the non-defaulting party ("Default"). This Lease, or Tenant's rights of possession shall not be terminated due to any Tenant Default unless: (a) the Default is material; and (b) Landlord shall have given Tenant not less than thirty (30) days' prior written notice, after the expiration of the cure period described above, and Tenant fails to cure or commence the cure of such Default within the second thirty (30) days' notice period. 12. Taxes. Landlord shall pay when due all real estate taxes and assessments for the Property, including the Premises. Notwithstanding the foregoing, Tenant shall pay, on or before their respective due dates, to the appropriate authority or to Landlord as reimbursement,, as applicable, any portion of the taxes which are now or may be levied in the future on the Property, Tower, Tenant's property, including but not limited to, its Antenna Facilities, and/or Tenant's operations, which are directly attributable to the presence or installation of Tenant's Antenna Facilities, equipment and operations during the Term, or any personal property taxes levied upon Tenant, or upon any of Tenant's personal property used at the Property, or any sales taxes upon any rental, utility services or other sums payable as a result of this Lease. Tenant shall be responsible at its costs and expenses for all taxes and fees for Government Approvals for its operations at the Property, including but not limited to, business tax receipts. Landlord shall provide prompt and timely notice of any tax or assessment for which Tenant is liable to Tenant at SE 3gth Street, Bellevue, WA 98006, Attn: Lease Compliance Crown/South Daytona Site Lease - version S

8 /. Tenant shall have the right at its sole cost and expense, to challenge any tax or assessment and Landlord shall cooperate reasonably with Tenant, at no cost to Landlord, regarding such challenge to the extent such actions are consistent with Landlord's best interest. 13. Insurance and Subrogation and Indemnification. a) During the Term, Tenant and Landlord each shall maintain Commercial General Liability Insurance in amounts of Two Million and no/100 Dollars ($2,000,000.00) per occurrence and Three Million and no/100 Dollars ($3,000,000.00) aggregate. Each party may satisfy this requirement by obtaining the appropriate endorsement to any master insurance policy such party may maintain. The coverage limits required hereunder may be provided through any combination of primary and excess liability insurance maintained by the parties. Tenant and Landlord shall each maintain "all risk" or "special causes of loss" property insurance on a replacement cost basis for their respectively owned real or personal property. The parties may reevaluate the insurance requirements at the commencement of each Renewal Term to ensure that they are sufficient. b) Landlord and Tenant hereby mutually release each other {and their successors or assigns) from liability and waive all right of recovery against the other for any loss or damage covered by their respective first party property insurance policies for all perils insured thereunder. In the event of an insured loss, neither party's insurance company shall have a subrogated claim against the other party. Landlord shall not be liable at any time for injury or damage occurring to any person or property from any cause whatsoever arising out of Tenant's installation, operation, maintenance, repair, addition, modification, upgrading, removal or replacement of Tenant's Antenna Facilities, utilities or equipment or Tenant's Permitted Uses of the Property. c) Subject to the property insurance waivers set forth in the preceding subsection {b), and to the extent permitted by applicable law, Landlord and Tenant each agree to indemnify and hold harmless the other party from and against any and all administrative and judicial actions and rulings, claims, causes of action, demands and liabilities, including reasonable attorneys' fees, to the extent caused by or arising out of: {i) any negligent acts or omissions or willful misconduct in the operations or activities on the Property by the indemnifying party or the employees, agents, contractors, licensees, tenants or subtenants of the indemnifying party, (ii) any spill or other release of any Hazardous Substances (as defined below) on the Property by the indemnifying party or the employees, agents, contractors, licensees, tenants or subtenants of the indemnifying party, or (iii) any breach of any obligation of the indemnifying party under this Lease. The indemnifying party's obligations under this subsection are contingent upon its receiving prompt written notice of any event giving rise to an obligation to indemnify the other party and the indemnified party's granting it the right to control the defense and settlement of the same. Except for indemnification pursuant to this paragraph, and to the extent permitted by law, neither party shall be liable to the other, or any of their respective agents, representatives, or employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. d) The provisions of subsections (b) and (c) above shall survive the expiration or termination of this Lease. e) Notwithstanding any provision to the contrary in this Lease, nothing in this Lease shall constitute or be deemed to create an affirmative duty of Landlord to waive its sovereign immunity pursuant to Section , Florida Statutes. 14. Notices. All notices, requests, demands and other communications shall be in writing and shall be Crown/South Daytona Site Lease - version S.8.17 s

9 effective three (3) business days after deposit in the U.S. mail, certified, return receipt requested or upon receipt if personally delivered or sent via a nationally recognized courier to the addresses set forth below. Landlord or Tenant may from time to t ime designate any other address for this purpose by providing written notice to the other party. If to Tenant, to: T-Mobile USA, Inc SE 38th Street Bellevue, WA Attn: Lease Compliance/ If to Landlord, to: City of South Daytona, a Florida municipal PO Box 4960 South Daytona, Florida Per the W-9 Form Rent is to be paid to: City of South Daytona PO Box 4960, South Daytona, Florida Quiet Enjoyment, Title and Authority. Landlord covenants and warrants that: (a) Landlord has full right, power and authority to execute and perform this Lease and to grant Tenant the leasehold interest and Access contemplated under this Lease; (b) Landlord has good and unencumbered title to the Property, free and clear of any liens or Mortgages (defined below) which will interfere with Tenant's Permitted Uses and any rights under this Lease; (c) the execution and performance of this Lease shall not violate any laws, ordinances, covenants, or the provisions of any Mortgage, lease, or other agreement binding on Landlord; and (d) Tenant's use and quiet enjoyment of the Premises will not be disturbed so long as Tenant is not in default on the Lease beyond any applicable grace or cure period. Tenant represents and agrees that it has the right to enter into this Lease and that the person executing this Agreement has the authority to do so. 16. Environmental Laws. Landlord and Tenant shall comply with all federal, state and local laws in connection with any substances brought onto the Property that are identified by any law, ordinance or regulation as hazardous, toxic or dangerous (collectively, the "Hazardous Substances"). Tenant agrees to be responsible for all losses or damage caused by any Hazardous Substances that it may bring onto the Property and will indemnify Landlord for all such losses or damages. To the extent permitted by applicable law, Landlord agrees to be responsible for all losses or damage caused by any Hazardous Substances that it may bring onto the Property, and will indemnify Tenant for all such losses or damages including the cost of any investigation or remediation, or other actions required to comply with applicable law. Landlord and Tenant each represents that it has no knowledge of any Hazardous Substances on the Property. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the county health department. This notice is provided pursuant to Section , Florida Statutes. 17. Assignment. a) Tenant shall have the right to assign or otherwise transfer this Lease to Tenant's principal, affiliates, subsidiaries or to any entity which acquires all or substantially all of Tenant's ownership interest or assets in the market defined by the FCC in which the Property is located, by reason of merger, acquisition or other business reorganization, upon written notice to Landlord. As to other parties, Tenant may not assign or otherwise transfer this Lease without the prior written consent of Landlord, which will not be unreasonably withheld or delayed. Upon an assignment or transfer, Tenant shall be relieved of all liabilities and obligations Crown/South Daytona Sit e Lease version

10 hereunder upon Landlord's receipt of an assignment and assumption agreement signed by Tenant and its assignee. Tenant may not sublet its rights under this Lease without Landlord's prior written consent. Upon receipt of a written request from Tenant consistent with this provision, Landlord shall promptly execute an estoppel certificate. b) Landlord shall have the right to assign and transfer this Lease. Upon Tenant's receipt of written verification of a sale, or transfer of the Tower and/or Property, or assignment of this Lease, Landlord be relieved of all liabilities and obligations and Tenant shall look solely to the new landlord for performance under this Lease. Until Tenant receives required information and documents, Tenant shall not be responsible for any failure to make payments under this Lease and reserves the right to hold payments due under this Lease. Nothing herein shall prohibit Landlord from transferring or selling the Tower or any improvement on or portion of the Property belonging to Landlord, provided such transferee shall agree to abide by the terms of this Lease. 18. Maintenance, Relocation, Replacement. a) Maintenance and Relocation. Tenant, at its sole cost and expense, will be responsible for repairing and maintaining the Antenna Facilities and any other improvements installed by Tenant on the Premises in a proper operating and safe condition. Except as provided herein, Landlord will maintain and repair all other portions of the Property with the exception of improvements owned by other tenants in a proper operating and reasonably safe condition. If any repair or maintenance of the Tower and/or Property is required due to the acts or omissions of Tenant, its agents or employees, Tenant shall reimburse Landlord the reasonable costs incurred by Landlord to perform such repair or maintenance. If maintenance or repair of the Tower is needed to continue to be able to support Tenant's Antenna Facilities in a structurally sound manner and in accordance with applicable standards and codes, Tenant shall be responsible for its pro rata share, based on the number of parties maintaining facilities on the Tower, of costs for such maintenance or repair of the Tower. Tenant agrees to cooperate with Landlord in the event Landlord needs to make repairs to the Tower or Property which would require temporary removal of Tenant's Antenna Facilities, subject to the following conditions: (i) Landlord shall provide at least ninety (90) days' prior written notice to Tenant of the need to make any such repairs; however, if the Landlord believes that it is unable to give 90 days' notice because of events beyond Landlord's control, or because Landlord is required to meet regulatory requirements or necessitated by public safety considerations, then Landlord agrees to give Tenant notice as soon as reasonably practical under the circumstances; (ii) Tenant, or its contractors, at Tenant's sole cost and expense, shall temporarily remove and relocate any Antenna Facilities as may be necessary to accommodate the repairs by Landlord, to a location specified by Landlord in the notice; and (iii) in the event Tenant's Antenna Facilities located on the Tower or on the ground must be temporarily relocated, Tenant may request of the Landlord the ability to use a temporary transmission site or COW on the Landlord's Property at a location sufficient to meet Tenant's coverage or engineering needs and as reasonably agreed upon by the parties. Landlord is under no obligation to consent to the use of temporary facilities or COW. Installation of such temporary facilities, COW or relocation of Antenna Facilities shall be subject to Tenant obtaining, at its cost and expense, any Governmental Approvals that may be necessary. Landlord agrees to diligently and in good faith undertake and complete the repairs as expeditiously as possible to minimize the period of time that Tenant's Antenna Facilities need to be relocated. Tenant shall be afforded the opportunity, if space is available, and sufficient time, if possible under the circumstances, to install temporary communications equipment in alternative locations on the Tower prior to removing its existing Antenna Facilities to ensure that Tenant has continuous coverage. Under no circumstances will Landlord or anyone acting on its behalf attempt to move, relocate or remove any Antenna Facilities of Tenant, unless Tenant has not commenced the temporary relocation of its Antenna Facilities within ten (10) days, including weekends and holidays, of the commencement of the repairs by Landlord as specified in the notice. Crown/South Daytona Site Lea se - version S

11 b} Replacement. If Landlord determines in its reasonable discretion based on considerations concerning the structural capacity of the Tower or compliance with applicable codes and standards, that it is necessary to replace the Tower with a new tower ("Replacement Tower"}, Landlord shall notify Tenant and the parties agree to cooperate to accomplish such removal of the Tower and construction of a Replacement Tower so as to avoid unreasonable disruption of the parties' use of the Premises. If it is anticipated that the Tower or other portions of the Premises will become unusable for temporary periods of time as a result of such construction activities, Landlord will provide Tenant with reasonable prior notice of such dates. As set forth in this Section, Tenant may request that the Landlord allow Tenant the ability to use a temporary transmission site or COW on the Landlord's Property at a location sufficient to meet Tenant's coverage or engineering needs and as reasonably agreed upon by the parties. Landlord is under no obligation to consent to the use of temporary facilities or COW. Installation of such temporary facilities, COW or relocation of Antenna Facilities shall be subject to Tenant obtaining, at its cost and expense, any Governmental Approvals that may be necessary. Landlord agrees to undertake diligently and in good faith the construction of the Replacement Tower and to remove the Tower. Tenant shall be responsible for its pro rata share, based on the number of parties maintaining communications facilities on the Premises, of the costs and expenses incurred in connection with the removal of the Tower and the construction and installation of the Replacement Tower. Landlord shall be responsible for obtaining Governmental Approvals at its costs and expense for removing the existing Tower and for construction and installation of the Replacement Tower. Tenant shall be responsible, at its costs and expense, for obtaining Governmental Approvals to install its Antenna Facilities on the Replacement Tower and for performing such installation, which Tenant shall pursue in a diligent fashion once notified by Landlord that the Replacement Tower is available. If there is less than two Renewal Terms remaining on this Lease at the time of notice by the Landlord of the need to install a Replacement Tower, the parties agree to negotiate in good faith an appropriate extension of the Lease to accommodate the costs incurred by the parties. c} Removal Upon Termination. Within ninety {90} days after the termination of this Lease, Tenant, at its cost and expense, shall remove its Antenna Facilities and will restore the Premises to substantially the condition, existing on the Commencement Date, except for ordinary wear and tear and casualty damage. Landlord agrees and acknowledges that all of the equipment, Antenna Facilities and personal property of Tenant shall remain the personal property of Tenant and Tenant shall have the right to remove the same whether or not said items are considered fixtures and attachments to real property under applicable law. If such time for removal causes Tenant to remain on the Property after termination of this Lease, Tenant shall pay rent at the then existing monthly rate until such time as the removal of the Antenna Facilities are completed, up to a period not to exceed an additional ninety {90} days. In the event Tenant does not remove such items within said ninety {90} day period, Landlord will give Tenant written notice of such failure and, if Tenant thereafter fails to remove such items within fifteen {15} days after receipt of said notice, then the Antenna Facilities and personal property remaining on the Property may be removed and disposed of by Landlord, at Tenant's sole cost and expense. Landlord may draw down any bond, letter of credit or security fund received from Tenant to accomplish such removal. 19. Marking and Lighting Requirements. If any tower or other support structure for Tenant's Antenna Facilities is owned by Landlord, Landlord acknowledges that Landlord shall be responsible for compliance with all marking and lighting requirements of the Federal Aviation Administration and the FCC. Landlord shall indemnify and hold Tenant harmless from any fines or other liabilities caused by Landlord's failure to comply with these requirements. 20. Miscellaneous. M arket : A2A04 63A Crown/South Davtona Site Lease - version

12 a) The prevailing party in any litigation or other legal proceedings arising under this Lease (including any appeals and any insolvency actions) shall be entitled to reimbursement from the non-prevailing party for reasonable attorneys' fees and expenses. b) This Lease constitutes the entire agreement and understanding of the parties, and supersedes all offers, negotiations and other agreements with respect to the subject matter and Property. Any amendments to this Lease must be in writing and executed by both parties. c) Landlord agrees to cooperate with Tenant in executing any documents which Tenant deems necessary to insure and protect Tenant's rights in, or use of, the Premises. Landlord shall execute and deliver: (i) a Memorandum of Lease in substantially the form attached as Exhibit C; and (ii) if the Property is encumbered by a deed, mortgage or other security interest (each, a "Mortgage"), a subordination, non-disturbance and attornment agreement using Tenant's form. Tenant agrees to cooperate with Landlord in executing any documents which Landlord deems necessary to insure and protect Landlord's rights in, or use of, the Premises. Tenant agrees that its activities, operations and use of the Premises shall not result in the placement of any mechanics' laborers or materialmen's or other liens against the Property, Tower or any property owned by Landlord. Tenant agrees to discharge at its cost and expense any such liens within sixty (60) days' notice by Landlord. In the event Tenant fails to discharge such lien, Landlord may do so and charge Tenant all costs and expenses, including reasonable attorney's fees. d) This Lease shall be construed in accordance with the laws of the state of Florida, without regard to the principles of conflicts of law. Any action arising out of this Lease shall be brought in an appropriate court in the county in which the Property is located. e) Any questions of particular interpretation shall be interpreted as to their fair meaning. f) Each party hereby represents and warrants to the other that this Lease has been duly authorized, executed and delivered by it, and that no consent or approval is required by any lender or other person or entity in connection with the execution or performance of this Lease. g) If either party is represented by any broker or any other leasing agent, such party is responsible for all commission fee or other payment to such agent. h) This Lease and the interests granted herein shall run with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. i) No Partnership. The Landlord shall not be deemed, in any way or for any purpose, to have become, by the execution of this Lease or any action taken under this Lease, a partner of the Tenant, in the Tenant's business or otherwise, or a member of any joint enterprise or venture with the Tenant. j) Provisions Severable. Every provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. If any provision of this Lease, or the application of such provision to any person or circumstance, shall be determined by appropriate judicial authority to be illegal, invalid, or unenforceable to any extent, such provision shall, only to such extent, be deemed stricken from this Lease as if never included. The remainder of this Lease, and the application of such provision to persons or circumstances other than those as to which such provision is held illegal, invalid, or unenforceable, shall not be affected. k) No Waiver. The failure of either party to insist upon strict performance of any of the terms or conditions of this Lease or to exercise any of its rights under the Lease shall not waive such rights and such Crown/South Daytona Site Lease - version

13 party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Lease, either in law or in equity. I) This Lease may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. Signed facsimile and electronic copies of this Lease shall legally bind the parties to the same extent as original documents. Signatures Contained on Following Pages Crown/South Daytona Site Lease - version

14 LANDLORD: City of South Daytona ATIEST: By: Printed Name: Title: Date: ~ By: City Clerk Print Name: Approved as to Form: Scott Simpson City Attorney Crown/South Daytona Site Lease - version S

15 TENANT: T-Mobile South LLC WITNESSES: By: Print Name: Tami Nystrom Title: Director, Engineering Development Date: Name: By: Print Name: Crown/South Daytona Site Lease - version

16 EXHIBIT A Legal Description Property address of 1770 Segrave Street, South Daytona, FL Assessor's tax parcel number of The Property is legally described as follows: LOTS 68 & 69 & S 1/2 OF LOT 70 W OF SEGRAVE ST BLAKE MB 15 PG 119 A-1 Site Lease -version S.8.17 Crown/South Davtona

17 EXHIBIT B Subject to the terms and conditions of this Lease, the location of the Premises is generally described and depicted as shown below or in the immediately following attachment(s). However, it is expressly agreed and understood by and between the Landlord and Tenant that the exact and precise location of the Tenant's Antenna Facilities are subject to review and approval by the City of South Daytona, which Tenant shall obtain at its sole cost and expense. Equipment List: (3) Andrew LNX AlM Antennas (6) TMBXX-6517-A2M Antennas (3) TMBX-6517-A2M Antennas (6) 1-5/8" Coaxial Cables (1) 1-1/4" Bundle Coax (3)1-1/4" Hybrid Cables (3) Raycap RNSDC-7771-PF-48 COVP's/Surge Protectors (3) FHFB Radios (3) FXFB Radios (3) FRIG Radios (3) ETW200VS12UB TMAs (Reserved & Not Installed) 167' Centerline Crown/South Daytona A-2 Site Lease - version S.8.17

18 EXHIBIT C Site Plan Crown/South Daytona Site Lease - version S

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20 :r- Mobile ~ I ~ 'r ~! rnr"c~~t~~n ~ T-Mobile Equipment Inventory: (3) Andrew LNX-6515DS-A1M Antennas (6) TMBXX-6517-A2M Antennas (3) TMBX-6517-A2M Antennas (6) 1-5/8" Coaxial Cables (1) 1-1/4" Bundle Coax (3)1-1/4" Hybrid Cables (3) Raycap RNSDC-7771-PF-48 COVP's/Surge Protectors (3) FHFB Radios (3) FXFB Radios (3) FRIG Radios (3) ETW200VS12UB TMAs (Reserved & Not Installed) 167' Centerline 7025A.C. SKNNERP~AY, JJCKSON\llLLE,flJ2256-! TOll!R EllVAllOll =NTS SITEI SITE NAME: AOOR SS: SOJTH MYTOW. JKV GR.A'I( ST REIT MYTOM Fl Notes: The parties may substitute a more accurate site plan for the Tower that shows the exact locations of Tenant's equipment on the Tower. SHEETTITLI: Antenna Elevation & Equipment Inventory SHEaNUM!D: 2