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23-748 INCOMPLETEORDINANCENO. 23-748 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER ORDESIGNEE, TO EXECUTE AND DELIVER A THIRD AMENDMENT TO LEASEAGREEMENT BETWEEN THE CITY OF DENTON, AS LANDLORD, AND SBC TOWER HOLDINGS LLC, AS TENANT, LEASING AN ADDITIONAL 150 SQUARE FEET OF LAND,LOCATED NEAR FRAME STREET, BEING IDENTIFIED ON BLOCK A, LOT 1, CITYHALL EAST ADDITION, CITY OF DENTON, DENTON COUNTY, TEXAS, FOR THE USEAND MAINTENANCE OF A COMMUNICATION TOWER; AND PROVIDING ANEFFECTIVE DATE. WHEREAS, SBC Tower Holdings, LLC (“SBC”) leased land from a predecessor ininterest (612 E McKinney, LLC) located near Frame Street, being identified on, Block A, Lot 1, City Hall East Addition, City of Denton, Denton County, Texas (“Parent Tract”) recorded in the Denton County Plat Records as instrument number 2021-72; WHEREAS, the City of Denton (“City”) purchased the Parent Tract subject to the existing lease agreement, under Ordinance 19-2757 recorded in the Denton County PropertyRecords as instrument number 2020-2801 ; WHEREAS, SBC has requested to exercise its option to expand the leased area by 150 square feet, as described in Exhibit “E” of the Third Amendment to Lease Agreement, as definedbelow, for the use and maintenance of a communication tower; and WHEREAS, the City Council finds that is in the best interest of the citizens of the City to enter into the Third Amendment to Lease Agreement (herein so called) in the form attachedhereto and made a part hereof as Exhibit " A"; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1, The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The City Manager, or designee, is hereby authorized to execute the Third Amendment to Lease Agreement by and between the City of Denton, as Landlord and SBC Tower Holdings, LLC, as Tenant, and any other documents necessary for the lease of an additional 150 square foot tract of land, as described above, substantially in the form attached hereto and made a part hereof as Exhibit "A". SECTION 3. The City Manager, or designee, is hereby authorized to carry out all duties and obligations to be performed by the City under the Agreement, including, but not limited to, signing ancillary documents such as consents to assignment. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion tq approve this ordinance was made by Chr \ \ n Auf and seconded by 6c'-'I II ,J 6pe4 k _ , the ordinat he fOllowingvote [J - d: Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Paul Meltzer. District 3 : Joe Holland. District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: -LJ/ ,/J V/ PASSED AND APPROVED thi, th, 16 th d,y ,f A „y J 2023. 4;kM.:„. ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY lltllllfll APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY n Ar r A2:1pe/11JIEm1b1 1cIIIIIF: q1aiII IamrI? Ie4i T gf == ========B )(r • ===& nm:I Exhibit "A" THE THIRD AMENDMENT TO LEASE AGREEMENT This Third Amendment to Lease Agreement ('Third Amendment”) is entered into and made effective as of the later signature date hereof (the " Effective Date”), by and between City of Denton, a Texas Home Rule Municipal Corporation (“ Landlord’) and SBC Tower Holdings LLC, a Delaware limited liability company (hereinafter referred to as (“ Tenant”) (Landlord and Tenant being collectively referred to herein as the “Parties’b. RECITALS WHEREAS, Landlord owns the real property described on Exhibit A attached hereto and by this reference made a part hereof (the '?Parent ParceF’)', and WHEREAS, Landlord (or its predecessor-in-interest) and Tenant (or its predecessor-in-interest) entered into that certain Lease Agreement dated September 21, 1998, (the “Original Lease’b, attached hereto as Exhibit B; as amended by that certain First Amendment to Lease Agreement dated February 29, 2008, a memorandum of which was recorded on September 9, 2008, in the Denton County Recorder’s Office, Stateof Texas as Instrument No. 2008-98930 (the “First Amendment”), attached hereto as Exhibit C; as amended by that certain Second Amendment to Lease Agreement dated October 10, 2018, a memorandum of which was recorded on October 24, 2018, in the Denton County Recorder’s Office, State of Texas as Instrument No. 125847 (the “Second Amendment” and collectively with the Original Lease and First Amendment, the “Lease”), attached hereto as Exhibit D, pursuant to which the Tenant leases a portion of the Parent Parcel and is the beneficiary of certain easements for access and utilities, all as more particularly described in the Lease (such portion of the Parent Parcel so leased along with such portion of the Parent Parcel so affected, collectively, the “ Leased Premises”), which Leased Premises are also described, designated and/or depicted on Exhibit A; and WHEREAS, Pursuant to Section 4 of the Second Amendment, Landlord (or its predecessor in interest) has granted to Tenant an irrevocable option to expand the Leased Premises (the “option’n to include approximately an additional one hundred and fifty (150) square foot area contiguous to the Leased Premises(the “Option Area ’); and WHEREAS, the Parties desire to amend the terms of the Lease to exercise said Option and expand the Leased Premises and to otherwise modify the Lease as provided herein. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Ratification of the Leased Premises. Landlord hereby ratifies and agrees that it leases to Tenant theLeased Premises as described, designated and/or depicted on Exhibit A attached hereto. 2. Exercise of the Option and Additional Ground Space. Effective as of the Effective Date, Tenant hereby exercises the Option and Landlord hereby leases to Tenant the Option Area. The Option Area is described, depicted and/or designated on Exhibit E attached hereto and by this reference made a part hereof. Tenant may use Option Area in the same manner that Tenant is permitted to use the Leased Premises. On and after the occurrence of the Effective Date the Option Area shall be (and shall be deemed to be for all purposes), without further action of the Parties hereto, part of the Leased Premises and any references to ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (MB) the Leased Premises in the Lease, as amended hereby, shall include (and shall be deemed to include for all purposes) the Option Area. 3. Landlord and Tenant Acknowledgments. Except as modified herein, the Lease and all provisions contained therein remain in full force and effect and are hereby ratified and affirmed. In the event there isa conflict between the Lease and this Third Amendment, this Third Amendment shall control. Tenant and Tenant’s sublessees and customers, subject to and subordinate to City of Denton Police Department use,shall have vehicular (specifically including truck) and pedestrian access to the Leased Premises from a public right of way on a 24 hours per day, 7 days per week basis, together with utilities services to the Leased Premises from a public right of way. Tenant shall coordinate all access needs with the City ofDenton Police Department at all times through the non-emergency number for Public Safety Communications, (940) 349-7970. Tenant and their subcontractors will need to provide free and clearaccess to the street and parking that surrounds the land. The terms, provisions, and conditions of this Section 3 shall survive the execution and delivery of this Third Amendment. 4. Lease Term Extension Modification. The Parties hereby agree that the provision contained in Section 2 of the Second Amendment dated June 14, 2018, are hereby deleted in their entirety and thefollowing are inserted in lieu thereof: Notwithstanding anything to the contrary contained in the Lease or this Amendment, the Parties agree the Lease originally commenced on November 9, 1998 and, without giving effect to the terms of thisAmendment but assuming the exercise by Tenant of all remaining renewal options contained in the Lease (each an "Existing Renewal Term" and, collectively, the "Existing Renewal Terms"), the lease is otherwise scheduled to expire on November 8, 2038. In addition to any Existing Renewal Term(s), the lease is hereby amended to provide Tenant with the option to extend the Lease for each of six (6) additional five (5) year renewal terms (each a "New Renewal Term" and, collectively, the "New Renewal Terms"). Lessee shall provide written notice to Lessor 120 days prior to the exercise of any Existing Renewal Terms or New Renewal Terms. All Existing Renewal Terms and New Renewal Terms shall renew only upon prior written approval by the Denton City Council. The Tenant may also elect not to renew by notifying Landlord at least sixty (60) days prior to the commencement of the Renewal Term (as defined below). Landlord shall be able to terminate this Lease in the event of a material default by Tenant, which if default is not cured within sixty (60) days of Tenant's receipt of written notice thereof, provided, however, in the event that Tenant has diligently commenced to cure a material default within sixty (60) days of Tenant's actual receipt of notice thereof and reasonably requires additional time beyond the sixty (60) day cure period described herein to effect such cure, Tenant shall have such additional time, subject to Landlord’s written approval(beyond thesixty [60] day cure period) to effect the cure. References in this Amendment to "Renewal Term" shall refer, collectively, to the Existing Renewal Term(s) and the New Renewal Term(s).” 5. Indemnity. The Parties hereby agree that the provisions contained in Section 8 of the Original Lease dated September 21, 1998, are hereby deleted in their entirety and the following are inserted in lieuthereof TENANT SHALL AND HEREBY DOES INDEMNIFY, AND HOLD LANDLORDHARMLESS FROM ALL DEMANDS, CLAIMS, ACTIONS, CAUSES OF ACTION,ASSESSMENTS, EXPENSES, COSTS, DAMAGES, LOSSES, AND LIABILITIES(INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS) ACTUALLYINCURRED, ASSERTED, AND/OR SUFFERED (COLLECTrvELY, THE “ LOSSES'),WHETHER TO PERSONS OR PROPERTY, ARISING DIRECTLY FROM TENANT'S ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (MB) BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS LEASE. OR BY ANYNEGLIGENT OR STRICTLY LIABLE ACT OR OMISSION OF TENANT, OR ITSOFFICERS, AGENTS, EMPLOYEES OR SUBCONTRACTORS IN THE USE,OCCUPANCY AND MAINTENANCE OF THE LEASED PREMISES OR TENANT'S INSTALLATION AND IMPROVEMENTS WITHIN THE LEASED PREMISES :PROVIDED, IN ALL EVENTS, THE AFOREMENTIONED INDEMNIFICATION SHALLNOT APPLY IF AND TO THE EXTENT THAT THE LOSSES RELATE TO OR ARISE ASTHE RESULT OF THE SOLE NEGLIGENCE OF LANDLORD OR ANY OF LANDLORD'SEMPLOYEES, AGENTS, CONTRACTORS, AND/OR LICENSEES IN THEIR USE OF THEPARENT PARCEL. TO THE EXTENT AUTHORIZED BY THE LAWS OF THE STATE OF TEXAS ANDWITHOUT WArviNG ANY APPLICABLE IMMUNITY. LANDLORD SHALL ANDHEREBY DOES INDEMNIFY AND HOLD TENANT HARMLESS FROM ALL LOSSES.WHETHER TO PERSONS OR PROPERTY, ARISING DIRECTLY FROM LANDLORD'SSOLE NEGLIGENCE IN ITS USE OF THE PARENT PARCEL AND THE SOLENEGLIGENCE OF LANDLORD’S EMPLOYEES, AGENTS, CONTRACTORS. ORLICENSEES IN THEIR USE OF THE PARENT PARCEL; PROVIDED, IN ALL EVENTS.THE AFOREMENTIONED INDENINIFICATION SHALL NOT APPLY IF AND TO THEEXTENT THAT THE LOSSES RELATE TO, OR ARISE AS THE RESULT OF, THENEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF TENANT ORANY OF TENANT’S EMPLOYEES, AGENTS, CONTRACTORS, AND/OR INVITEES. INTHE EVENT OF JOINT AND CONCURRING NEGLIGENCE OR FAULT OF BOTH THETENANT AND LANDLORD, RESPONSIBILITY, IF ANY. SHALL BE APPORTIONEDCOMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLETO LANDLORD UNDER TEXAS LAW AND WITHOUT WANING ANY DEFENSES OFTHE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARESOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TOCREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE TO ANYOTHER PERSON OR ENTITY. 6. Taxes. The Parties hereby agree that the provisions contained in Section 15 of the Second Amendment dated June 14, 2018, are hereby deleted in their entirety and the following are inserted in lieu thereof: “Lessee shall be responsible for all ad valorem taxes and other taxes levied against the Leased Premises.” 7. Government Approvals. The Parties hereby agree that the provisions contained in Section 7 of the First Amendment dated February 28, 2008, are hereby deleted in their entirety and the following areinserted in lieu thereof: “Tenant shall acquire, as required by applicable laws, ordinances, or regulations and at its sole cost and expense, all building permits, and other permits, licenses, permissions, consents, and approvals required to be obtained from government agencies or third parties in connection with the design and construction of the Tenant’s improvements, and any repairs, replacements, or renovations to the Leased Premises.” ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (MB) 8. Confidentiality. The Parties hereby agree that all of the terms, provisions and agreements contained inSection 9 of the Second Amendment dated June 14, 2018, are hereby deleted in their entirety and the following are inserted in lieu thereof: “Tenant acknowledges that Landlord as a municipal corporation formed under the laws of Texas is subject to the Texas Open Records Act and other public disclosure laws. Subject to the Texas Open Records Act, and or other applicable disclosure laws, with respect to any information, documents, leases and financial statements provided or made available to Landlord by Tenant pursuant to this Lease, Landlord and Tenant agree that such information may, from time to time, be proprietary and confidential,and the disclosure of such information may be detrimental to the success of the Lease, and Landlord’s and Tenant’s interests therein. To the extent allowed by law, LANDLORD shall use commercially reasonable good faith efforts to limit disclosure of such information to its representatives who reasonably need to know such information. Landlord further covenants and agrees that if it is requested (orally or in writing) in connection with any request or legal proceeding to disclose such confidential or proprietary information, Landlord will provide Tenant with prompt notice in advance of such disclosure so that Tenant may seek such disclosure exemptions, protective orders or other appropriate remedy, and/or waive compliance with this Lease, and Landlord agrees to cooperate with Tenant in pursuing any such course of action. Landlord’s failure to provide prior notice to disclosure shall not constitute a Landlord defaultunder this lease.” 9. Notices. All notices must be in writing and shall be valid upon receipt when delivered by hand, by nationally recognized courier service, or by First Class United States Mail, certified, return receipt requestedto the addresses set forth herein: to landlord at: Ann: Real Estate Dept., 401 N. Elm St., Denton, Texas 76201 ; to Tenant at: Ann: Network Real Estate Administration, RE: FA No. 10004560, 1025 Lenox Park Blvd NE, 3rd Floor, Atlanta, GA 303 19; with copy to: AT&T Legal Department, Ann.: Network Counsel, RE: FA No. 10004560, 208 S. Akard Street, Dallas, TX 75202-4206; and also with copy to: American Tower, AHn.: Land Management, 10 Presidential Way, Woburn, MA 01801 ; and also with copy to: Attn. : Legal Dept. 116 Huntington Avenue, Boston, MA 02116;, by thirty (30) days prior written notice to the others in the manner provided herein, may designate one or more different notice addresses from those set forth above. Refusal to accept delivery of any notice or the inability to deliver any notice because of a changed address for which no notice was given as required herein, shall be deemed to be receipt of any such notice. 10. Electronic Signatures. The Parties agree that a scanned or electronically reproduced copy or image of this Third Amendment bearing the signatures of the Parties hereto shall be deemed an original and may be introduced or submitted in any action or proceeding as competent evidence of the execution, terms and existence of this Third Amendment notwithstanding the failure or inability to produce or tender an original, executed counterpart of this Third Amendment and without the requirement that the unavailability of such original, executed counterpart of this Third Amendment first be proven. 11. Entirety; Amendment; Counterparts. This Third Amendment, together with the Lease, constitutes the entire agreement among the undersigned Parties hereto regarding the subject matter hereof. Anymodification to this Third Amendment must be in writing and signed and delivered by authorized representatives of the Parties in order to be effective. This Third Amendment will be governed by the laws of the state or commonwealth in which the Parent Parcel is situated. This Third Amendment may be executed in any number of counterparts, each of which shall be an original, which may be delivered via facsimile, but all of which taken together shall constitute one instrument. ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (MB) 12. Governing Law. The Parties hereby agree that all of the terms, provisions and agreements contained in Section 12 of the Second Amendment dated June 14, 2018, are hereby deleted in their entirety and the following are inserted in lieu thereof: “This Lease and this Amendment shall be governed by and construed in accordance with the laws and court decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state.” 13. Waiver. The Parties hereby agree that the provisions contained in Section 13 of the Second Amendment dated June 14, 2018, are hereby deleted in their entirety. 14. Tenants Securitization Rights; Estoppel The Parties hereby agree that the provisions contained in Section 14 of the Second Amendment dated June 14, 2018, are hereby amended to read and provide asfollows “Landlord hereby consents to the granting by Tenant and/or American Tower of one or more leasehold mortgages, collateral assignments, liens, and/or other security interests (collectively, a "Security Interest’'} in Tenant’s (or American Tower’s) interest in this lease, as amended, and all of Tenant’s (or American Tower's) property and fixtures attached to and lying within the Leased Premises. Any such Security Interest shall be a lien only upon the Tenant and/or American Tower’s property and fixtures so mortgaged and shall not be a lien on the Leased Premises. Landlord further consents to the exercise by Tenant’s (or American Tower's) mortgagee ("Tenant's Mortgagee") of its rights to exercise its remedies, including without limitation foreclosure, with respect to any such Security Interest. Landlord shall recognize the holder of any such Security Interest of which Landlord is given prior written notice (any such holder, a "Holder') as"Tenant" hereunder in the event a Holder succeeds to the interest of Tenant and/or American Tower hereunder by the exercise of such remedies. Landlord further agrees to execute a written estoppel certificate within thirty (30) days of written request of the same by Tenant, American Tower or Holder.” 15. Rent Notwithstanding anything to the contrary contained in the Lease, all Rent and any other payments expressly required to be paid by Tenant to Landlord under the Lease shall be paid to the City of Denton. [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK][SIGNATURES APPEAR ON THE NEXT PAGE] ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (MB) LANDLORD: City of Denton, a Texas Home Rule Municipal Corporation, Signature: Print Name:Title: Date: ATTEST: ROSA RIOS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: MACK RErNWALD, CITY ATTORNEY BY: THIS AGREEMENT HAS BEEN BOTHREVIEWED AND APPROVED AS TO Financial and operational obligations andBusiness terms. DeAnna Cody, Deputy Director Development Services – Real EstateDate: UIGNATURES CONTINUE ON FOLLOWING PAGE\ ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (MB) TENANT: SBC Tower Holdings LLC, a Delaware limited liability company Signature:Print Name: Title: Date : [END OF SIGNATURES] ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (MB) EXHIBIT A DESCRIPTION, DESIGNATION AND/OR DEPICTION OF PARENT PARCEL AND LEASED PREMISES Parent Parcel: LOT 1, BLOCK A, CITY HALL EAST ADDITION, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, ACCORDING TO MAP OR PLAT THEREOF RECORDED IN COUNTY CLERK'S FILE NO. 2021-72, OF THE MAP AND/OR PLAT RECORDS OF DENTON COUNTY, TEXAS. APN : R32792 Leased Premises: Portion of Parent Parcel leased by Tenant: All that tract or parcel of land lying and being in the Hiram Sisco Survey, Abstract No. 1184, Denton County, Texas and being a part of a called 5.592 acre tract of land shown as Lot 1 on a minor plat titled “City Hall East Addition" recorded in Document No. 2021-72 in the Official Records of Denton County and being more particularly described as follows: To find the point of beginning, COMMENCE at a 5/8-inch capped rebar stamped “TNP“ located at the northwest corner of a 0.083 acre right-of-way dedication as shown on said “City Hall East Addition” plat, said rebar having a Texas Grid North, NAD 83, North Central Zone Value of N: 7128147.4094 E: 2388826.7549; thence running with the west line of said 0.083 acre right-of-way dedication, South 00'09'10'' East, 25.87 feet to a point; thence with the north line of said Lot 1, South 88'12'37" East, 117.02 feet to a point; thence with the east line of said Lot 1 and the westerly right-of-way line of Frame Street, South 00'17'56" East, 23.32 feet to a point; thence, South 09'23'21'’ East, 53.80 feet to a point; thence, South 00'17'56'' East, 148.14 feet to a point; thence, South 00'17'56" East, 23.36 feet to a point; thence leaving said right-of-way line and running, North 59'11'27" West, 52.28 feet to a point; thence, South 46'50'38" West, 24.19 feet to a point and the true POINT OF BEGINNING; Thence, North 43'30'50" West, 18.00 feet to a point; Thence, North 46'50'38" East, 45.00 feet to a point; Thence, South 43'30'50" East, 18.00 feet to a 1/2-inch rebar found having a Texas Grid North, N AD 83, North Central Zone Value of N : 7127911.0013 E: 2388923.8600; Thence, South 46'50'38'' West, 45.00 feet to a point and the POINT OF BEGINNING. Bearings based on Texas Grid North, NAD 83, North Central Zone. Said tract contains 0.0186 acres (810 square feet), more or less, as shown in a survey prepared for American Tower Corporation by POINT TO POINT LAND SURVEYORS, INC. dated July 6, 2021. tEXHIBf TA CONTINUES ON FOLLOWING PAGE\ ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (KD) EXHIBIT A (continued) Leased Premises (continued): Along with beneficiary easement(s) for access and utilities: Together with an easement lying and being in the Hiram Sisco Survey, Abstract No. 1184, Denton County, Texas and being a part of a called 5.592 acre tract of land shown as Lot 1 on a minor plat titled “City Hall East Addition” recorded in Document No. 2021-72 in the Official Records of Denton County and being more particularly described as follows: To find the point of beginning, COMMENCE at a 5/8-inch capped rebar stamped “TNP“ located at the northwest corner of a 0.083 acre right-of-way dedication as shown on said “City Hall East Addition” plat, said rebar having a Texas Grid North, NAD 83, North Central Zone Value of N: 7128147.4094 E: 2388826.7549; thence running with the west line of said 0.083 acre right-of-way dedication, South 00'09'10'' East, 25.87 feet to a point; thence with the north line of said Lot 1, South 88'12'37'' East, 117.02 feet to a point; thence with the east line of said Lot 1 and the westerly right-of-way line of Frame Street, South 00'17'56" East, 23.32 feet to a point; thence, South 09'23'21" East, 53.80 feet to a point; thence, South 00'17'56" East, 148.14 feet to a point and the true POINT OF BEGINNING; Thence, South 00'17'56" East, 23.36 feet to a point; Thence leaving said right-of-way line and running, North 59'11'27" West, 52.28 feet to a point; Thence, North 46'50'38" East, 20.81 feet to a 1/2-inch rebar found having a Texas Grid North, NAD 83, North Central Zone Value of N: 7127911.0013 E: 2388923.8600; Thence, South 59'11'27" East, 34.46 feet to a point on the westerly right-of-way line of Frame Street and the POINT OF BEGINNING. Bearings based on Texas Grid North, NAD 83, North Central Zone. Said easement contains 0.0199 acres (867 square feet), more or less, as shown in a survey prepared for American Tower Corporation by POINT TO POINT LAND SURVEYORS, INC. dated July 6, 2021. \END OF EXHIBIT Al ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (KD) EXHIBIT B The Original Lease attached hereto ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (KD) Center No,: 4075H•=P e LEASE AGREEMEVr nis AGREEMENT, m,de this cP/ 5+ day of SLp{F.„be , . , 1998 by aaltHtw„" Gene A. Gohlke and wife, Judith C. Gohlke. 1401 Brt3dway St.. Denton . Texas 76201.2713 heNinaau called LESSOR, and Southwestern Bell Wireless Inc. ("SWBW’), acting in its capacity as general panner of the Dallas SMSA Limited Partnership, and being a corporation org,blind and existing under the laws of the State of Delaware. with its principal place of businessat 15660 Dallas Parkway, Suite 1300. Dallas, Texas, 75248, heninafter called LESSEE WHEREAS, LESSOR is the owner of the followIng described real pmp€ny, together with all improvements theRon, lying and king situated in the County of Denton, State of Texas, king five tracts of land (Tracts 1, 2 and 3 situated in the Hiram Cisco Survey, Abstract 1184, Tract 4 being situated in the B.B.B. & C,R.R. Co. Survey Abstract 185, and Tract 5 situated in the A. Hill Survey, Atwuact 623.). Said land tHing more panicularly described in the Deed Trust dated DccelnbcrT 3, 1985, recorded in Volume 1776, Page 107, Deed Records of Denton County, Texas. Said prope,ty is further shown on Exhibit ’'A" paached and made a pan hereof for all puljnse$ and a portion thereof is tRreinaftu referred to as the "Leased Pnrnies". Approximate location of said I.eased PrernisH therein is also shown on Exhibit " A" and is a# brWponion of the above descHbedndpwWny' / />L//_ \iB/#1 / WHEREAS, LESSEE dcsires t, lease said Leased PreGiscs for the purpOW O#constnlcti,m. operation, and maintcnanee ofa radio transmission facility. e NOW THEREFORE, in consideration of the terms, conditions and rentals hereinafter wt forth. LESSOR and LESSEE agr@ to the following: 1. TIle LESSOR hereby leases to LESSEE the aforedescribcd Leased Premises along with the right of way for ingress and egress as more pwticul&ly shown on Exhibit " A". LESSOR shall grant any and alt easemmts as may & required by the appropriate electric and telephone companies for the purpose of servicing LESSEE:'S equipment. In addition, LESSOR hereby grants to LESSEE the right to use additiomI properly contiguous to tIe Leased Premises during construction of t& radio transrnission facility. Said additional construction easanent to be restored as nw as reasonably possible to its condition prior to construction by LESSEE. LESSEE shall not use or permit the property to be used for any purpose other than a radio Uansmissioa facility without writt£n consent of LESSOIL said confertt not to be unreasonablywithheld 2. LESSOR agrees that LESSEE shall have free access to the Leased Premises for the puTwsc ol consuuctin8, installing, operating and maintaining the radio transmission facility, and during the continuation of this Lease, and any renewals thereof, ingress and egress is hereby granted to LESSEE twenty-four (24) hours a day, three hundred sixty five (365) days per yar. It is agreed.e I Center No.: 4075 however. that only authorized engineers. employees, or lxolxrly authorized conuactors, subconaKtors, agents of LESSEE. agents of LESSOIL FCC Inspectors, or persons under their dirut supewision, will be permitted to enter the Land Premisw.e 3. L£SSOR hereby grants to LESSEE the right to Sur\By the Leased Premises- Said survey, if made, shall tncome Exhibit "B" to thIs Agreement and shall supersede Exhibit “ A" . 4. The ternr of this Agreement shall be twenty (20) years beginning on the date a Building Permit is issued LESSEE by the City of Denton, Texas. Rent shall tn paid in equal monthly installments in advance. to LE$SOR at its address in Denton County, Texas, or to such other person, firm or place as the LESSOR may from time to time so designate in writing at least thirty (30) days in advance of any rental payment date. The first five (5) year pedal of this Lease shall have an annual rate of $ 6,000.W to be paid in equal monthly installments as aforesaid. The second five (5) year period of this Lease shall have an annual rate of $ 6,900.00 to be paid in equal monthly insallnrents as afornaid. The third five (S) year period of this Lease shall have an annual rate of $ 7,935.00 to be paid in equal monthly installments as afousiJd.e The fourth five (5) year period of this Le&se shall have an annual rate of $ 9,125.00 to be paid in equa] monthly installments as afonsai ct 5. If, at the end of twenty (20) years this Agreement has not been terminated by either puty giving to the other written notice of an intention to so tennirwte it at least six (6) months prior to the end of such term, this Agreement shall continue in force upon tIe sanK covenants, turns and conditions, including rental payments, for a fwtIHI term of one (1) year, and so on from yew toyear until terminated by dtInr party giving to the other WTitten notice of an intention to so terminate at least six (6) months prior to the end of such term I I Provided LESSEE is not in default hereunder, and shall have paid all rents and suns due and payable to LESSOR by LESSEE:, LESSEE shall have the right to temtinat£ this Agreement at wry time upon one (1) yeu’s prior written nodce from LESSEE to LESSOR, without penalty or further obligation Inr€under. 6. It is understood and agreed by the parties that LESSEE'S ability to use the Leased Premises is contingent upon its obtaidng. either before or after the effoctive date of this Lease Agreement. all of the certificates, perrlats, and other approvals that may & required by any federal, state or local authorities a well u satisfactory soil boring tests and/or En\ironmental Studies which will permit LESSEE use of dIe Leased Premises as set fOItit above. LESSEE agrees to use best efforts toe2 CentEr No.: 407S e obtain all of the necessary certificates, permits and approvals which shall tn obtained at LESSEE:'S sale expense. LESSOR wIll cooperate with LESSEE, at LESSEE'S gale cost and expense, in its effort to obtain such approvals and shall take no action which would adversely afFect the status of the I.eased Premises with respect to the proposed use thereof by LESSEE. In the event any such applications should be fInally rejected or LESSEE, in its nasomblc diwndon, believes such application approval wIll tn too costly, time consuming or there is a rwsonable likelihood that said application will tn rejwted in the opinion of LESSEE or any ceaiacate, permit, license or aMroYal issued to LESSEE is canalcd, expires or lapsa or is othuulsc withdrawn or terminated by govearmenul authority or soil boring tests and/or Environmental Studies are found to be unsatisfactory so that LESSEE, in its sole discretion will tn unable to use the I,eased Premises for the purposes set forth herein, LESSEE shall have the right to taminae this I,ease. Prior WTiUea notification to LESSOR of LESSEE:'S intent to exercise its right to terminate this Lease shall tx by certified mail, return receipt requested., and shall be effective upon receipt of such notice by LESSOR as evidenced by the lawn receipt. All rentals paid to such terminadoa date shall be rEtained by the LEsson Upon such termination, this Lease shall become null and void, and the Parties shall have no further obligations, including the payment of monies, to each other except as otherwise provided herein. 7. If all or part of the Leued Premises, or if all or any pan of the L£$SORIS land underlying the radio transmission facility or roadway to the Leased Prernises is taken by eminent domain or other action by jurisdictions having the legal right to take said lands, and if any said taking in the sole opinion of I.,ESSEE renders the Leased Premises unusable for its intended purposes, then at LESSEE'S option this Agreement may be declared null and void and no further force and efFect and there shall be rn further payment of rents ercept that which may have ban due and payable at the time of said taking. In the event of a partial taking and LESSEE in its sole discretion wishes to maintain its operations on the lands of the undersigned, LESSOR shall RtIWC the rental on Uu Leased Premises by an amount proportionate to the part of the 1.eased Premises taken by eminent domain or other such legal action. e 8. LESSEE shall iademnib' LESSOR and hold LE:SSOR harmless against any claim of liability or loss from personal injury or property damage, which may arise out ofLESSEE'S negligence or willful misconduct in connection with the Leased Premises, excepting, however, such claims or damages as may be attdbutable iR whole or in part to the acts or amis ions of the LESSOR, or its agents, wwants or contractors. la the event of LESSOR’S negligence or willful misoonduct,LESSOR shall so indemnify LESSEE. I LESSOR npnsents and wal'nnts to LESSEE that LESSOR: (i) is mt pnsently engaged in, (ii) does not presently have actual knowledge of, (iii) has not at any time in the past engaged in. and (iv) has no actual knowledge that any third person or entity has engaged in or permitted any operations Or activities upon. or any use OF occupancy of, the Leased Paarises, on any portion thereof, for the pwpose Qf, or ill any way involving the handling, maaufactlahg, tna&neat, storage. use, transportation, spillage, leakage, dumping, dinhmge. or disposal (whether legal or illegal), accidental or intentional, of any hazardous substana3 or any wastes regulated under anye3 I Cener No.= 40 1S lo(nl. state or federai law. Prior to and after the term of this Lease, LEsseR indemrdfres ard holds LESSEE hannless from wry and all claims of liability under any Environmental Regulations. except for claims arising in whole or in part, out of LESSEEIS usc or occupancy ofthe Leased Premises. e LENiEE npnnnts. warrants, and covenmts to LESSOR that LESSEE shall at no time during the term of the Lease Agreement use or pennit the Leased Premins to be used in violation of any Environmental Regulations. LESSEE shall indemnify and hold LESSOR hannless &om any aId all claims of liability under any Environmental Regulations arising out of I,ESSEE'S use o! occupancy of the Leased Premises, For purposes of these provisions, the term "Environmental Rcgtdadons" shall mean any law, statute, regulation, Old u or rule now or hereafter promrdgated by any Governmental Authority. whether local, state or federal, relating to air pollution, water pollution, noise control and/or transp©Ring, stating, handling, discharge, disposal or Kcowry of Obsite or ofF.site hazardous substances or materials as same may be amended from time to time, including wIthout limitation the following: (i) tIn Clean Air Act (42 U.S.C. gg 7401 d w.); (ii) Marine Protection, Rem&ch and Sanctuaries Act (33 tJ.S.C. §§ 1401-1445); (iii) the Clean Water Act (33 U.S.C_ §§ 1251 et wg,); (iv) RCRA, as ametxled by tIe Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. $§ 6901 et seq.); (v) CERCL A, as amended by the Superhmd Amendments and Reauthori7ation Act of 1986 (42 U.S.C. §§ 9601 et seq.); (vi) TSCA; (vii) the Federal Insndcide, Fungicide and Rodenticide Act as amenied (7 U.S.C. gS 135 ct ses.); (viii) tIn Safe Drinking Water Act (42 L1,S.C. §§ 300 (f) et seq.); (ix) OSHA; (x} the Hazardous Liquid Pipeline Safety Act (49 U.S.C, $$ 2001 % ug.); (xi) the llazaldau5 Mataia]s Transportation Act (49 U.S.C. $§ 1801 et seq.); (Iii) the Noise Conuol Act of 1972 (42 U.S.C. ig 4901 et seq_); (xiii) EPCRA: (xiv) National Enviroamenbl Policy Act (42 U.S.C_ $§ 432 14347).e I,ESSEE will any during the term of this Lease the following liability insurance with customary coverage and exclusions: Bodily Injury $1,aa<>,000.£xi for injury to any one person and S2Wl.000.tX) for all injuries sustained by more than one person rn any one occur[ence. Property Damage $ 100,000.00 for damage as a result of any one wei&nt. LESSEE agrees to hrInish LESSOR with cenifiaes of insurmce certifying that LESSEE has in force and effect the above specified insurance and naming LESSOR as an additional insured. 9. Prior to the Cornmcncement Date of this Lease, LESSEE shall have fun access to the Lc.iHt! Premises with prior notice to LE:SSOR for the purposes of undertaking any necessary te-t- studies and inspections relating to LESSEE'S proposed use of the Leased Premises and at -UL +Hmcs LESSOR md t.ESSEE mutually agree. In the event LESSEE is unable to utilize t!'ce4 e£nt£r No.: 4075 Leased Premises for the pulnse stated herein, and terminates this Lease pwsuartt to Pwalgraphs 6 or 7 heninatx)\'e, LESSEE agrees that it shall restore the lzand Fleming and such other portions of the Parcel that have been damaged. modified or altered by or on &half of LESSEE as nearly as possible to their original condition. e 10. LESSEE shall have a separate power rneter installed for its electric service and LESSEE shdl pay all costs related to said electric service. ll. LESSOR shall be responsible for payatent of all ad %lorem taxes levied upon th lalds of LESson LESSEE shall be Bspaasible for all taxes levied upon the leasehold improvements (knluding equiprnent building and tower) on the Leased Prernises. 12. LESSEE, upon termination of this Agreement, shall, within a reasonable period, remove its building, tower and personal property and restore the ground surface of the property as nearly as is reasonably possible to its original condition, reasonable war and tear excepted. 13. LESSOR may sell, assign or transfer this Lease Agnearent at any time. Any sale, assignment,or transfer by LESSOR of all or part of the Leased Pnmies to a purchase+, assign€e, or transferee, other than LESSEE, shall be WIder and BUy ut to this Lease Agreement andLESSEE'S rights hereunder.e it LESSOR coveaants that LESSEE, on paying the rent and performing the covenants by it lenin made. shall and may lnaceably and quietly have, hold and enjoy the Leased Premises. 15. This Lease Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of Texas. Any litigation concurang this Lease shall tx: conducted in Denton County, Texas, and the parties hereby agree to the venue and personal jwisdiction of then courts. 16. All notices tKnlmder must be in writing and shall & dnaled validly given if sent by aRifled mail, lx>stage p€paid, addressed as shown txlow (or to any other address that the party to te notified may have designated to the sender by like notice} LESSEE:Southwestern Bell Wireless Inc. Site #4075 P.O. Box 797246 Dallas, Texas 75379 (972) 774-4691 (972) 774.'47fH (Qlccopy)e 5 Center No.: 4075 e AND with a copy to: Southwestern Bell Wireless Inc Attention: Legal Department, Site #4075 15660 Dallas Parkway, Suite 1300 Dallas, Texas 75248 LESSOR:Gene A. Gohlke and Judith C. Gohlke 1401 Broadway St. Denton, TX 76201.2713 17. This Agreement may & sold, assigned, or transfen€d by LESSEE at any time without the consent of the LESSOR, to a subsidiary, partner or affiliate of the LESSEE. or to a successor to the prinrary business offered by LESSEE. Any other assignment shall require RTiUen approval of LESSOR, such conscnt not to in unreasonably withheld- 18. LESSEE at its sole diwntion shall have the right to sublease to others whose primary business is the provision of radio transmission an&or communications service. 19. This Agreement shall exKnd to and bind the heirs, executors, administrators, succusors and assigns of the parties hereto.e 20. At LESSOR'S option, this Agreement shall be subordinate to any mortgage by LESSOR which from time to time may encurnber all or part of the 1.nwa Preniws or right of way; provided, however, every such mortgage shall recognize the validity of this Agr%meat in the event of a fornloswe ofLESSOR’S interest and also LESSEEIS right to remain iII occupancy of and have access to the Leased Premises as long as LESSEE is not in default of this AgrEement. LESSEE shall execute whatever instruments may 1%HmI)ly tn nquiwd to evicknce this subordinate clause. In the event the leased property is eacwnbend by a mortgage, LESSOR imrnediately after this Lease Agneannt is exercised, will obtain and fumish to LESSEE. a non. disturba8ce instrument for ach such mortgage in recordable form. 21. For the purpose of providing constnntiw notice tnreof, LESSOR and LESSEE hereby agree to execute a Memoraldum of Lease Agreement, in recordable form and LESSEE shall have the sarrre recorded in the land records of the aforesaid county and state. 22. 1,ESSOR oovenants that LESSOR is seized of good and sufficient tide and interest to the property and has full authodty to enter into and execute this Agreement. LESSOR further covenants that there are no other liens, judgments or impediments of title on tIR property. 23. During the term of the Agreement, LESSEE shall make the lease payment as agreed on in Paragraph 4 of this Agreement. If the LESSEE fails to make the lease payment on or before thee6 Center No.: 4075 e dw date, the LESSOR must notify the LESSEE in writing by United S}aes postage prepaid Ceaified Mail Return Receipt Requested, or by Express Mail. The LESSEE shall have ten (10) businw s days &om the receipt of the notification to cure the default. 24. The parties hereto declare that they have read and do understand each and every term, condition aId covenant contained in this Lease and in any document incorporated by reference. Tbis Lem includes the entin agreement between the parties relating hereto and supersedes all prior or contemporaneous negotiations, commitments, representations, writings and/or oral un<krstan<bags or agreements, Tbc parties signed this Agreement for the consideration herein expnssul Any addition to, %dation or modification of this Agreement shall tn void and ineffective unless in writing signed by the parties hereto. 25, LESSEE represents that it is a Delaware Limited Partnership in good standing in the Stste of [klaware and qualified to do business as a foreign limited pannenhip in the State of Texas and that Southw&stem Bell Wireless Inc. is the sole General Partner of LESSEE, responsible for the operation and control of all of the business of the LESSEE. IN WITNESS WHEREOF. the parties here to have set their hand and affixed their respmti\'e seals the days and year just below WTitten. LESSOR: C£NE A. GorrLK£? /2-P1 A. mcCb/:e LESSOR: LESSEE:DALLAS SMSA LIMITED PARTNERSHIP By Its Geaeul PartnerSOUTHWESTERN BELL WIRELESS INC. aFGhitioik; ice President, Gewral Manager++Date: G,\m8ReQrwr}WdHlity.doc e 7 e ACKNOWLEDGMENT THE STATE OF 'rEx4s COUNTY odwob BEFORE ME, the und€rsigMd authority, on this day personally appeared Kb/d &L£PBnowa tO me to be the lnwR whose name is subMdbed b th foregoing instrument and acknowledged to me that he/she exuutcd the SHIre for the purposes and consideration theuin expressed. 61VENUNDERMYH AND ANn SEAL OF OF;£C& thi, g& . A.D., 1998day of .e jdITil'l.In,,1lbt&fMbSIATE OF TEXASq . 1998 ColnlnissioIE;piles e ACKNOWLEDGMENT THE STATE OF TEXAS COUNrYJLM BEFORE ME, the undersigned authority, on this day personally 8ppcdred foregoing instrwnent and @know]edged to me that he/she exnuted the same for the pwTX)ses and consideration therein expressed. 1:1pIJIIF I Ii/ 1:1ESIr ( 11ESIIIL1pq) E ]B( MY HAND AND SEAL OF OFF1 CE it Meg wn to me to in the person wh>se name is subscribed to the A.D., 1998day ole R=;Typ;B?;ITanliKe–s-a;atii mwnm HtlUlryNHHISIATE OF THIA8 a,n. OO. tz/a9/a\qq&IIe&fRI Conunission Expires AC}OiOWLEDGMENr THE SI'ATE OF 'FEXAS COUNTY OF DALLAS BEFORE ME, the undersiBM authority, on this day personally appeared Lowell D. Whitlock, Vice President and Cleneal Manager, Southwestern BeD Wireless Inc., a corpomdon, known to me to k the lzrson and officer whow mIne is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Southwestern Bell Wireless Inc., a corporation, and that he executed the same as the act of such corporation for the purposes aId oonsideradon therein expressed, and in the capacity therein stated. AND SEAL OF OFFICE, This, A.D. 1998. Notary Public mEnaifm My Commission Expires /o -# ’gg KAREN SAyLES hIlly MIt State of Ian HI Gumsgn ErPIts l&22-98 E}aIIBIT “ A" Attached to and made a part of that certain Lease Agmnem &ted hI, 1998, by and between Gene A. Gohlke and wife Jrdith C. (hhIke 'Lessor, md Dallas SMSA Limited Pannuship, Lessee_ }I I II 1!! I I I I Pa#1 B&H+wert4ndFAgda4 JIILHuB+a:nJ:r aBUJ =it#£h PauuK&itglad t If==££f,if/';II p•.;;To' 4rtc -–-- CELL SITE NAME:ScarYlh 2 #4075 £x}uBrr -A- CEVrER NUMBER:Page / of / Note Owner aM SWBW BIlly. at SWBW's when. replace IbIS FJhrbu SIth an uhlba salit\8/ORb the IEgal dcUnptl$R of tIu pn4Rny Dn which Itu Site u knated alggw an aIAuk drawing &picli88 tk SiR DALLAS SMSA LIMITED PARTNERSHIPe EXHIBIT C The First Amendment attached hereto ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (KD) BIb FIRS’I AMENDMEN-l' TO 1,EASE AGRFJENfENT Ibis First Amendment to I.ease Agreement ('4nretrdnterrt- ) is altered on the Z4?'/h _ day at SN€fT£lg'ILliiZ:Ill:::I ?;:liII:==T=ifI;dfES::paNe{T£P).CoI IIke C'Lessof \ an )a asRE cl'r ALS A.Lesson and Southwestern Bell Wireless. hw. allling in iIS capacity as gen€nll partner of Dallas SMSA I.imited Parlrwrshil\ pnxtcccssot in interest to I.essee. entered into that ccrtain T&age Agreelnent dated September 21, 1998, (the '-'A8rcemerrf'}, wbwl;by ItIl; 1 xs see leases a portion of the real prc'pcrly owl lcd by l£ssor located at Dcnll)n, Texas (the “l,eu\cd Premises") ; B.Lesscc cnlcvcxl into that certain SuI+loose Agreanent with Southern 'l'O\\'tIS. IIIc; predwessor to Ameriuur 'l'O\TUA$$a Sub Ii. 1.1.C (the "SubleaLe'’), dated December 14. 2000 whereby I.essee has subleascd thc Leas<1Pretuisn to American 'I-o\ver Asset Sub II. LLC- i and C.Lcmor and Lessee desire to amend the talIIS of thc ABI-eanent to extend the tum therwf Hnd as otherwise prI)vidal herein. NO\V, 'l'IIEREFORI;, in consideration of the foregoing recitals and nrutual covenanls sct forth hwcqn and other good and valuable considualiun, the rcccipl and sufficiency of which are hereby acknow Ic(Ipod. the parties hereto agrec usthllows: 1.Lease Term Extended: L,csscc shall have the option to extend the AgrccrncTlt for each of thur (4) additional fivc (5)year renewal terms (each a u Rerte3val I'crm-'). lbc lirsl such Rurcw81 Ternr shall commence on thc day foIIo tyjng the cxpiration of the last runuinirrE renewal period amilahle under the Agreement. Notwithstanding anything to the contrary contained jn the Agreement. the Agrccrucrrt will auloIllalically renew for any remaining rubq'al periods under the Agreement existing prior to this Alnendmem, as well as for arch of lhc successive Renewal 'l-crms o(Idat pursuant to this Amcndmcnt unlcss ninety (90 ) days prior lo the elf)liation of the thcn cuncnl lcrn1 T£ssee notifies 1.essor that l£s£ee elects not to ivnetv the Agreement Reat Term arId Escalation: C'oluTTlcllcin}{ on Nnvelnber 9. 2D 18, f'Rent Increase note- ), the rent payable under the Agrnment is hereby increased to One -IIK>usalx1 and OU/ 100 Dollars ( Si.000.00) rut nnntlr. C:ommencing on the lintdaY of the next Rene\val ’1'erm and on thc first day of the coITnllCnCCnlent of each subsequent Renewal Tcnn. ltle base rent due uddel' the Abreentent shall increase by an amount equal to 15% of such rent payable in the prcccdirlg Renewal 'l'am ('=Escalatiolr") . Lcssor and Lessee agree IhtII the Escalation is the only applicable fulurc increase orescalation to any and all rents under the Agreement and any OthCT TUll itlcrea£e Ol- escalation conLaintxl in ttlcAEthrncnt is llcnby 111111 add \nilI and of no hrrdrer force or effect. Lissor and I.csscv agree that all rent and paynIenu in acconialxe with this lease alrrendlnent shall colrtilruc to be paid la. and all taxable income from the yHllCshall be rwc.IIed by, GENE A & JUDiTH C GOHLKE I One-time Paymcnt I.essn shall pay to Less clr a onetime pa)InuIt iII lhc arnonnt of' SIt i,tHiO.00, payable WitlliII ten (10) business days of Lessee-s receipt of this Louse Arncrldnlcru executed by l_essor. Such one-tinlc I>ayn lent is c6ruingcn{ on T.cs:in receiving the executed lease anrendlncnt by February 28. 2008 aId upon confIrmation of fcc interest ownership of the Leased l’renriscs. Lcssor shall provide ally lrccc sgary druuments. such as a deed. \V-9 or rcccnl Inl bill required b) 1.csscc in ol'cla' IO assist in expedi ling such one-time pilynlcnt. 4.Rlemoraudurn of Amendrnent. LIlian written request by I.essee. Lcssor shall fully cooperate with I.msee and execute a Memaralrduln af 1.ease that is recordable within thc jurisdiclion in which the Property is locattxl. Lcssor agrees not to transfer. ibsign. sell, or convoy any or all intcrbsl of the I.eased Premises to another party unti] T..essee records a Munorarxlurrl of 1.cabo. This provision shall not apply to any sale or tPmsfcr of the Lalsal Prelnises from I.cs:\or lo any n\cruber nf I .eg s,al'i immediate thmily. For the purposes of this provision. I e sst)r's immediate family shall in detlnul as the pattnts. children. grandchildren or siblings of the I.essor. VltKinna’.'’tronIC Str&r. TX # 3(Y>566 + 5. Assignment: l£ssee's Customers shan be entitled to use the Easanents granted hucin and the provisions of thisAgreement shall benefit Lcsscc's Cu$tonren. I.essor may only assign I.essor's intuest in the Agreement to a purchaser of Lessor's entire iutcnst in the Parent ltarccl. Losscc rnay asign Lesscc's iulcrc st in the Agrctrnurf to any party agreeing to bc bound and sultject to the leans of the Agreenrent. Upon assignnlcnt. the assigning party will be relar sed horn any linbilily occurring after the daN of such as$ibnment. and the assigrlcc will be responsiblc for all future obligations of such assi tEnor under lhc Agreement. 6.Signage: I.essor grants to Lcsscc thc righl to install and maintain during the TwIn of this Agrccmcnl identifyIng sigrus or other t)pcs of signs required by any govunmcrrta1 aultlnrity on or along any 8ccen road to the Silo, including. if necessary. signs visible from the ncdrcst public street. at locations where an access road di\-ergcs, or if an obstruction obscures visibility of thc Site and Improvements. Lcsscv agrees to minimize thc size of $11CIt signs as reasonably rcquimd for readability alrd compliance with rcgulaliaa$ or directives of any governmental authority. 7.Govcrnmcnt81 Apprq>HI:: Lcssur shall fully cooperate with Lcsscc and l£ssee's C-uslomcn’ eltblt5 to obtain and maintain in effect all govtTnnnntal &ppr<>\nls. Lessor irrcvot;ably authorizes Lessee. I,csst;c's Customers, and their aRena; to tIle applications as Lc8sur's aBout with government,II authorities. which applications rulale to I.essee and Lessee's C’uslomcrs' intarded use of the Site. including but not lilnited tn, land use arId calling applications. Lcs see shall perform all other acts and pay all reasonable expenses nwc$$ary to obtain any approvals deemed necessary by Lcsstx. Lc£qclr agrns not to oppose any K'qucsls for such approvals and agn€s to execute in a timcly nlanner any documentation related to such approvals. T.cssor’s thilure to comply \yjII1 this provision would culate 8 lnaterial breach of the Agrc£rncru. S Full Force and Etfccti Entirety; AmendmqB.ti Counterpart$ Excbj?I as modifIed herein, the Ageenrent and all the co\’crmnts. agrwruents_ terms, provisions and coixlit icHIS thereof remain in full F,)rcc and ett-ect and arc hereby ratified and afBruled. This Amcxrdmgnt, together with the Le-asc, constitutes the entire agrcbrocnt among the urldersigned part ics hereto. Any modification to this Arncudment must tw in writing and signed and delivered by authorized npresentati\'cs of the al'fc'clcd partia in order to be cffcuivc. This Aumndment may be executed in anynunlbcr of counterparts, each of which shall be an original. but all of which taken together shall constitute oneinstalment IN \\-'l'l-NESS WHEREOF, Lcs StIr and I.essee ha\„e each cxcculcDd this Atuondnlent as of the dates writttu belt, tv LtSSOR: Gene GotIIke LESSEE:Dallas SMS A -lower Holdings LP, a {>clau are limited paNucrship B)Print Name I'itlc L)atc 13\ Print Nin Title Date FEb+b20a& 1.ESSfIR: Judith Gohlkc By l’rint NiuTx: Titlc Date 9/ NlcKinncy.Fuunc SItka, TX + :ltP+5(tCl Center No.: 4075wwa--=-'=P e LEASE AGREEMENT 1998 by and tntweenIn adeMs cP/ sf day ofTlris AG Denton . Texas 76201 '2713Gene A. Goh Ike and wife, Judith C. Goblke. 1401 heninaQn called LESSOR, and Southwntern Bell Wireless Inc. (“SWBW’), acting in its capacity as general partner of the Dallas SMSA Limited Partnership, and being a corporation organized and existing under the laws of the State of Delaware. with its pTincipal place of business at 15660 Dallas Parkway, Suite 1300. Dallas, Texas, 75248, twTeinafter called LESSEE. WHEREAS, LESSOR is the owner of the followIng dwaibed real property, together with all improvements thenon, lyiDg and tUng situated in the County of Denton, State of Texas, king five tracts of land (Tracts 1. 2 and 3 situated in the Hiram Cisco Survey, Abstwcl 1184, Tract 4 king situated in the B.B.B. & C.R.R. Co. Survey Abstract 185, and Tract 5 situated in the A. Hill Survey, Atwtract 623.). Said land bing more panicul©ly described in the Deed Trust datedDecember 3, 1985, recorded in Volume 1776, Page 107, 1ked Ruords of Denton County, Texas. Said property is fwther shown on Exhibit " A" pttached and made a part hereof for all pwwses, and a portion thereof is heteinaRu nfemd to as the "Leased Pnmies". Approximate location of said I_eased PremisH dnnin is also shown on Exhibit " A- and is a# b)Wponion of the above descHbed real pmMy. . Z;// \ iB'n i J WHEREAS, LESSEE dcsires t, lease said Leased Pre£iscs for the p.nose of co„st„„thu" operation, and maintenance of a radio transmission fdcility. e NOW THEREFORE, in consideration of the tEns, cotxiitions and rentals hereinafter set forth. LESSOR and LESSEE agrn to the following: 1. The LESSOR hereby leases to LESSEE the afOHdescdbCd Leased Paarises along with the right of way for ingress and egress as more p8nicul&ly shoub on Exhibit "A-. LESSOR shall grant any and all easements as may be required by the appropriate electric and telephone companies for the purpose of servicing LESSEE'S equipment. In addition, LESSOR hereby grants to LESSEE the right to use additiaml property contiguous to the Lewd Premises during construction of the radio uansrnission facility. Said additional construction easement to be restored as n%r as reasonably possible to its condition prior to construction by LESSEE. LESSEE shall not use or permit the property to te used for any purpose other than a radio transmission facility without written consels of LESSeR, said connnt not to be unreasonabl) 2. LESSOR agrees that LESSEE shall have free access to the Leased Premises for the purpose at constructing, installing, operating and maintaining the radio transmission facility, and during the withheld continuation of this Lease, and any renewals thereof, ingnss and egress is hereby granted to LESSEE twenly-four (24) hours a day, three hundred sixty five (365) days per year. It is agreed_e I Center No.: 4075 however. that only authoriad engineers. employees, or projNrly authorized coatractols, subcontractors, ag€8ts of LESSEE. agents of LESSO& FCC Inspectors, or persons under their dirut supervision, will be permitted to enter the Leased Premisu.e I 3. LESSOR hereby grants to LESSEE the right to survey the Leased Premises. Said survey, if made, shall &come Exhibit "B" to thIs Agreement and shall supersede Exhibit “ A” . 4. are term of this Agreement shall b twenty (20) years beginning on the date a Building Permit is issued LESSEE by the CiTy of Denton, Texas. Rent shall in paid in equal monthly installments in advune. to LESSOR at its address in Denton County, Texas, or to such other person, finn or place as the LESSOR may from tiTHe to time so designate in writing at least thirty (30) days in advance of any rental payment date. The first five (5) year period of this Lease shall have an annual rate of $ 6,000.00 to be paid in equal monthly installments as aforesaid. The second five (5) year period of this Lease shall have an annual rate of $ 6,900.00 to be paid in equal monthly installments as aforHaid. The third five (S) year period of this Lease shall have an armual rate of $ 7,935.00 to be paid in equal monthly installments as afonsiJdeThe fourth five (5) year period of this Le&se shall have an annual rate of $ 9,125.00 to be paid in equal monthly installments as aforesaid 5. If, at the end of twenty (20) years this Agreement has not ben terminated by either paIty giving to the other written notice of an intention to se temrirute it at least six (6) months prior to the end of such term, this Agreement shall continue in force upn tIe sanK covenants, terms and conditions, including rental paymalts, for a fwMr term of one (1) year, and so on from year toyear until teralinated by citInr party giving to the other WTitten notice of an intention to so terminate at least six (6) months prior to the end of such term 1 Provided LESSEE is not in default hereurxkr, and shall have paid all rents and sums due and payable to LESSOR by LESSEE:, LESSEE shall have the right to temdnate this Agnemt•nt at any time upon one (1) year’s prior written no6ce tum LESSEE to LESSOR, without penalty or further obligation hereunder. 6. It is understood and agreed by the p8nies that LESSEE'S ability to use the Leased Premises is cotHingent upon its obtaining. either before or after the efFective date of this Lease Agreement, all of the ceniRcate\ palIGts, and other approvals that nray be required by any federal, state or local authorities as well as satisfactory soil boring tests and/or En\ironmental Studies which will permit LESSEE use of the Leased Premises as set forth above. LESSEE agrees to use best efforts toe2 C@tEI No.: 4075 e obtain all of the necessary certificates. peltuits and approvals which shall tn obtained at LESSEE:'S sole expense. LESSOR wIll cooperate wtb LESSEE, at LESSEE:'S sole cost and expense, in its effort to obtain such approvals and shall take no action which would adversely afFect the status of the I_eased Premises with respect to the proposed use thereof by LEgSEE. In the event any such applications should be finally njeae€! or LESSEE, in its nawmble discretion, believes sueh application approval will be too costly, time consuming or there is a reasonable likelihood that said application will be rejected in the opinion of LESSEE or any ceai6cate, permit, license or approval issued to LESSEE is canceled, expires or lap3w or is otherwIse withdrawn or terminated by govewnenta} authority or soil boring tests and/or Environmental Studies are found to be unsatisfactory so that LESSEE, in its sole discfeaoII will in unable to use the I,eased Premises for the purposes set forth herein, LESSEE shall have the right to temrinae this Lease. Prior UTitten notification to LESSOR ofLESSEE' S intent to exercise its right to tenninate this Lease shall be by certified mail return receipt requested., and shall be 8ffecti\x upon receipt of such notice by LESSeR as evidenced by the lawn receipt. All rentals paid to such teRnination date shall be retained by the LESSOR. Upon such termination, this Lease shall become null and void, and the Parties shall have no further obligations, including the payment of monies, to each other except as otherwise provided herein. 7. If all or part of the Le&sed Pwmis% or if all or any pat of the LESSOR'S land underlying the radio transmission facility or roadway to the Leased Premises is taken by eminent domain or other action by jurisdictions having the legal right to take said lands, and if any said taking in the sole opinion of I,ESSEE nndus the Leased Premises unusable for its intended purposes, then at LESSEE’S option this Agncrnent may be declared null and void and no fuRher farce and effect and there shall be no further payment of rents except that which may have bwn due and payable at the time of said taking. In the event of a partial taking and LESSEE in its sole discretion wishes to maintain its operations on the lands of the undersigned, LESSOR shall reduce the rental on dw Leased Premises by an amount proportionate to the part of the Leased Premises taken by eminent domain or other such legal action. e 8. LESSEE shall indernni B LESSOR and hold LESSOR harmless against any claim of liability or loss from personal injury or property damage, which may arise out of LESSEE;'S negligence or willful misconduct in connntion with the Leased Premises, excepting, however, such claims or damages as may be attdbutable in whole or in part to the acts OF otniwiDn$ of the LESSOR, or its agents, servants or contractors. In the event of LESSOR'S aegiigatw or willfal misconduct,LESSOR shall so indemnify LESSEE. I LESSOR repnseNs and wwants to LESSEE that LESSOR: (i) is mt presently engaged in, (ii) dms not presently have actual knowledge of, (iii) has not at any time in the past engaged in. and (iv) has no actual knowledge that any third person or entity has engaged in or permitted any operations Or activities upon. or any use or occupancy of, the band Premises, on any portion thereof, for the ptapose Qf, or in any way involving the handling, manufactlxing, tnatnlent, storage. use, transportation, spillage, leakage, dumping, dinhmge, or disposal (whether legal or illegal), accidental or intentional, of any hazardous substances or any wastes regulated under anye3 I Center No.: 4073 local, state or federal law. PrIor to and after the term of this Lease, LESSOR indemrrifies and holds LESSEE hannless from any and all claims of liability under any Environmental Regulations. except for claims arising in whole or in part, out of LESSEE'S usc or occupancy ofthe Leased Prernises. e LESSEE npresents, warrants, and covenants to LESSOR that LESSEE shall at no time during the term of the Lease Agreement use or permit the Leased Premises to be used in violation of any En\'ironrnental Regulations, LESSEE shall iadenurify and hold LESSOR h&nnlcss from any and all claims of liability under any Environmental Regulations arising out of I4ESSEE'S use or occupancy of the Leased Premises For purposes of these provisions, the term "Environmental Regulations" shall mean any law, statute, regulation, order or rule now or hereafter promulgated by any Governmental Authority. whether local, state or federal, relating to air pollution, water pollution, noise control and/or transporting. storing, handling, discharge, disposal or recovery of on-site or ofF'she hazardoussubstances or materials, as same may be arneoded horn time to time, including wIthout limitation the following: (i) the Clean Air Act (42 U.S,C. §§ 7401 et seq.); (ii) Marine Protection, Research and Sarchraries Act (33 IJ.S.C. §§ 140]-lzH5); (iii) the Clean Water Act (33 U.S.C. §§ 1251 g sa.}; (iv) RCRA, @ attended by tIe Hazardous and Solid Waste Amendments of 198+ (42 U.S.C. $§ 6901 et seq.); (v) CERCL A, as amended by the Stperfund Amendments and Reauthori72lionAct of 1986 (42 U.S.C. §§ 9601 et seq.); (vi) TSCA; (vii) the Federal Ins@acid% Fungicide and Rodenticide Act as amended (7 U.S_C. §§ 135 a sq.); (viii) the Safe Drinking Water Act (42 L1.S.C. {9 300 (D et seq.); (ix) OSHA; (x) the Hazardous Liquid Pipeline Safety Act (49 U.S.C. $$ 2001 glu.); (xi) the llazardous Materials Transpuntion Act (49 U.S.C. $5 t801 qt seq.); (xii) the Noise Control Act of 1972 (42 U.S.C. $g 4901 et seq); (xiii) EPCRA: (xiv) National Environmental Policy Act (42 U.S.C_ $§ 43214347).e I,ESSEE will carry during the tenn of this Lem the following liability insurance with customary coverage and exelusions: Bodily Injury S1,OO€i,000,(X) for injury to any one perwn and $2,cm.000.(n for all injuries sustain6d by more than one person rn any one occwT€nce. Property Damage $ 100,t)00.00 for dama£e as a result of any one wcid£nt. LESSEE agrees to Rlrnish LESSOR with wRificates of insurance certifying that LESSEE has in force and effect the above SFcified insurance and naming LESSOR as anadditional insured. 9. Prior to the Commencement Date of this Lean LESSEE shall have fun access to the Lc'--' I Premises with prior notice to LESSOR for the puqnws of undertaking any necessary te*t-. studies and inspections relating to LESSEE'S proposed use of the Leased PremiSes and at ~L" I tirncs LESSOR and t.ESSEE mutually agree. In the event LESSEE is unable to utili'IC l!'‘e 4 Center No.: 4075 Leased Premises for the purpose stated herein, and tcttninatc5 this Lease pwsunnt to Pan)glaphs 6 or 7 henhntx}\e, LESSEE agrees that it shall restore the 1.cantI PreHiws and such other portions of the Parcel that have ken darnaged. modified or altered by or on tnlulf of LESSEE as nearly as possible to their original condition. e 10, LESSEE shall have a separate power rneter installed for its electric service and LESSEE shall pay all costs RIated tc said electric wwice. II. LESSOR shall be responsible for payment of all ad %lorem taxes levied upon the lands of LESSOR LESSEE shall be Bsponsible for all taxes levied upon the leasehold improvements (including equipment building and tower) on the Leased Prernises. 12. LESSEE, upon termination of this Agreement, shall, within a reasonable period, remote its building, tower and personal pK>tRay and restore the ground surface of the property as nearly as is reasonably possible to its original condition, nasoaablc war and tear excepted. 13. LESSOR may sell, assign or transfer this Lease Agreement at any time. Any sale, assignment,or trmsfer by LESSOR of all or part of the Leased Premises to a purchase+, assignee, or transferee, other than LESSEE, shall be under and subjut to this Lease Agreement and LESSEE:'S rights hereunder.e It I,ESSOR covenants that LESSEE, on paying the rent and performing the covenants by it klein made. shall and may pcaceably and quietly have, hold and enjoy the Leased Premiws. 15. Ths Lease Ageement and the perfornrancc thereof shall tn governed, interpnted, coastrued and regulated by the laws of the State of Texas. Any litigation concerning this 14asc shall t# conducted in Denton County, Texas, and the parties hereby agree to the venue and lnrsonal jurisdiction of then courts. 16. All notices hetewlder must be in writing and shall & dwrrd validly given if sent by ceadied mail, postage prepaid, addressed as sIx>wII txlaw (or to any other addMS that the party to tw notified may have designated to the sender by like notice): LESSEE:Southwestern Bell \Tireless Inc. Site #4075 P.O. Box 797246 Dallas, Texas 75379 (972) 774-4691 (972) 774,.47fN (klccopy)e 5 Center No.: 4075 e AND with a copy to: Southwestern Bell Wireless Inc Attention: Legal Departmenl Site #4075 15660 Dallas Parkway. Suite 1300 Dallas, Texas 75248 LESSOR:Gene A. Gohlke and Judith C. Gc)hIke 1401 Broadway St. Denton, TX 76201.2713 17. Tbis Agreement may & sold, assigned, or transfeaed by LESSEE at any time without the consent of the LESSOR, to a subsidiary, partner or affiliate of the LESSEE. or to a succcssor to the pdrnary business ofFered by LESSEE. Any o0nr assigwnent shall require written approval ot LESSOR, such consent not to tn unreasonably withheld. 18. LESSEE at its mle diwntion shall have lhe right to sublease to others whose primary business is the provision of radio transmission ancVor communications service. 19. This Agreement shall exand to and bind the heirs, executors, administrators. succusors and assigns of the parties hereto.e 20. At LESSOR'S option, this AgnemetH shall be subordinate to any mortgage by L£SSOR which from tirne to time may encwnlxr all or part of the 1.eased Premises or right of way; provided, however, every such mortgage shaH recognize the validity of this AgrumaR in the event of a foreelosun ofLESSOR'S interest and also LESSEE:'S right to £emain in ouupancy of and have access to the Leased PIma ses as long as LESSEE is not in default of this Agwement. LESSEE shall execute whatever ins&rrments may 1%soaably tn required to evidence this subordinate clause. In the event the leased property is eacwnbend by a mong He, LESSOR immediately after this Lease Agreeatent is exercised, will obtain and fumish to LESSEE. a non. disturbance insuuawnt for ach such mortgage in recordable form. 21. For the purpose of providing constnr£dw notice Inrwf, LESSOR and LESSEE hereby agree to execute a Mctnorandum of Lease Agreement, in recordable form and LESSEE shall have the same recorded in the land ncotds of the aforesaid county and state. 22. 1,ESSOR wvemnts that LESSOR is seizal of ga>d and sufficient title and interest to the property and has full authority to enter into and execute this Agreement. LESSOR further cownants that lhcre are no other liens, judgments or impediments of title on the property. II. During the term of the Agnemeut, LESSEE shall make the lease payment w agreed on in Paragraph 4 of this Agreement. If the LESSEE fails to make the lease payment on or before thee6 Center No_: 4075 e due date, the LESSOR must notify the LESSEE in writing by United S Sates postage prepaid Certified Mail Return Receipt Requested, or by Express Mail. The LESSEE shall have ten (10) business days &om the rneipt of the notificadon ta cwt the default, 24. The parties hereto declare that they have read and do understand each and every term. condition utd covenant contained in this Lease and in any document incorporated by reference. Tlli s Lease includes the entire agreement between the parties relating hereto and supersedes all prior or contemporaneous negotiations, commitments, r€pNsentation8, writings and/or oral understandings or agreements, lbc parties signed this Agreement for the consideration herein expressed Any addition ta, maRion or modi8cation of this Agreement shall tn void and ineffective unless in WTiting signed by the parties hereto. 25, LESSEE represents that it is a Delaware Limited Partnership in good standing in the State of Delaware HId quaIHi€d to do business as a foreign limited paHnHship in the State of Texas aId that Southwestern Bell Wireless Inc. is the sole General Partner of LESSEE, responsible for the operation and control of all of the business of the LESSEE. IN WITNESS WHEREOF. the panics hueio have set their hand and affixed their resp@dYe seals the days and year just below UTitten. LESSOR:G£NE A. GOHLKE’ '(:fr„d‘Date: =7 - q -.'/g_6 LESSOR:GOULK£Jn'a, nJ PW-z/ LESSEE:DALLAS SMSA LIMITED PARTNERSHIP By its Gea€nl PartnerBELL WIRELESS INC.SOI atiPJak///1B 1 b 1 D. Whitlock ice President, Gernral Mmagw Date: G.\mutergluuad•!idlntty.doc e 7 e ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY oQwob BEFORE ME, the undersigMd authority, on this day personally appeared qB/H: .MIPLknowa to me tO be the IBrnn whose name is subSGHbed n th foregoing imhurnent and acknowledged to me that he/she exuutcd the sanre for the pwluns and coa$ideradoa dwHin expressed. GWENUND£RMYU AW AND SeAL OF OIICE. hI, P& day of ., A.D.,1998e Ma;>uRim e StaKinga FIIii;rib’I. Ini'IIfBtaTAME grATE CF TEXASq , 1998 mx-piles @ ACKNOWLEDGMENT THE STATE OF TEXAS COUqTY O’F:hM BEFORE ME, the undersigrnd authority, on this day pannally appdIal foregoing insUwnent and acknowledged to me that &/she executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this Aday ol D., 1998e R==yPi;F=ailliTe–Gi;-afiaT m=m$lyNllnStATE OF THIAS>leImba, q, Iq qB Commission Expires am. Do. tzlao/n e ACniOWLEnGMENr THE SI'ATE OF 'fEXAS COUNTY OF DALLAS BEFORE ME, the undeI$iwd authority, aa this day personally appeared Lowell D. Whitlock, Vice President and General Manager, Southwestern Bell Wireless Inc., a corporation, known to me to tn dw BIson and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of tIn said Southwestern Bell Wireless Inc., a co4nratio Q and that he executed the salrle as the act of such corporation for the purposes and oonsideration therein expressed, and in the capacity therein stated. e IANDSEALOFOFFICE, Ths aIs#. A.D, 1998.day of Mina ma me My Commission Expires lb :# ’q 8 KAREN SAyLES kIdI Mc Slrte dIals gr OmFW© El$1n 1&22-98 E>GIIBIT " A"e Attached to and made a pan of that certain Lease Agwnem &ted &AIAM, 1998, by md between Gene A. Gohlke and wife Judith e. iJalike tessor. and Dallas SMSA Limited Panauship, Lessee_ I } I II 1!!I PAPUnBHH m+a I I HI!!!FuneH;unI\ dau an %ErM'I .' ..1AeSraHi:d Sf (+{}au.I IfSEEr:dIr /';I4rtc I --- CELL SITE NAME:Seardl 2 Ex}uBrr "A" CEVrER NUMBER:#4075 Page / of / Note - Ourter and SWBW w. at SVBW's @Iran. replace thu EIhrbu SIth all ahAa stdint forth tIR legal &£CrtptrOR q tIu pn4>cry on which lhe Site II located owVw an at AkIlt r+uwfa8 &pitting th SIte, DALLAS SMSA LIMITED PARTNERSHIPe EXHIBIT D The Second Amendment attached hereto ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (KD) THE SECOND AMENDMENT TO LEASE AGREEMENT This Second Amendment to Lease&reement (this -Arrendment-) is made effectIve as of the latter sIgnature date hereof (the -Effuthe EXIle”) by and between 6:12 E McKInney llC, a limIted IIability company, (“LandlonP) and SBC TmrtHdkr8s UC a Delaware IImited IIabiIIty company (-Tenant-) {Landlord andTenant being collectively referred to hereIn as the -PartIes-). :aTALS WHEREAS, landlord owns the real property desai made a part hereof (the -Paent ParwF\; and on ExhIbIt A attached hereto and by this referenoe WHEREAS, landlord (or its predeassor-lninterest) and Tenant (or its pndeaswdn-Interest} entered into that certaIn Lease Agreement dated September 21, 1998 (as the same may have been amended from time to tIme, collectively, the “leasF), pusuarlt to whIch the Tenant leases a portion of the Parent Parcel and is the beneficiary of certain easements for access and public utilities and easements for guy wIres and guy anchors, all as more partIcularly described in the Lease (such portIon of the Parent Parcel so leased along with such portion of the Parent Parcel so affected, collectIvely, the -l2wed PremIse?), which Leased Premises are also described on Exhibit A; and WHEREAS, Tenant entered Into that certain Sublease Agreement dated December 14, 20€X) with Southern Towers, Inc., prethcnssor-ininterest to American Tower Asset Sub II, LLC ("Arrerfcan Tower-), whereby American Tower subleases the Leased Premises from Tenant; and ! WHEREAS, Landlord and Tenant desIre to amend tIe terms of the Lease to extend the term thereof and to otherwise modify the Lease as expressly provIded herein. : NOW THEREFORE, in cwlsidemtion af the foregoing recitals and the mutual covenants set forth herein and other good and valuable consideratlur, the recdpt, adequacy, and sufficiency of which are hereby acknowledged, the Partiu hereby agree as follows: 1.One-nme Payment. Tenant shall pay to Larxllord a onetime payment in the amount ofTweIW FIve Tbousand and No/ltD Dollars ($2s,OBcm), payable within thIrty (30) days of the Effective Date and subJect to the followirB conditims precedent: (a) Tenant’s receipt of this Amendment executed by Landlord, on or before July 15, 2018; (b) Tenant’s confIrmation that Landlord's statements as further set forth in thIs Amendment are true, aaumte, and complete, ImludirB verification of landlords ownership; {c) Tenanfs receipt of any doalments and other Rems reasonably requested by Tenant in order to €ffectuate the transaction and payment contemplated hereiN and (d) receipt by Tenant of an original Memorandum (as defined herein) executed by landlord. i i : 2.lease Term Extendqd. NotwithstandIng anythirB to the contrary contained in the base or thIs Amendment, the Parties agree the Lease originally commenced on Nowember 9, 1998 and, without gIving effect to the terms of this Amendment but assumi@ the exercIse by Tenant of all remaining renewal optIons contained in the Lease (each an -ExIstIng RenewwlTerm" and, collectively, the "ExistIng Renewal Terms"), the Lease is otherwbe scheduled to upire on November 8, 2038. In addition to any ExistIng Renewal Term(s), the Lease is hereby amended to provIde Tenant wIth the option to extend the Lease for each of six (6) additional five (5) year renewal terms (each a "New Renewel Tentf' and, collectively, the “NewReneww/ renrrs”). Notwithstanding anythIng to the contrary contained in the Lease, (a) all Existing Renewal Terms and New Renewal Terms shall automadcally renew unless Tenant notifies Lnndlord that Tenant elects not to renew the Lease at least sixty (60) days prior to the commencement of the next Renewal Term (a defined below) and (b) Landlord shall be able to terminate thIs Lease only in the event of a material default by Tenant, which default is not cured within sIxty {60) days of Tenant’s receIpt of written notIce thereof, provided, however, in the event that Tenant has Site No: 3(DS66 Site Name: McKinney / Frame St diligently commenced to cure a material default within sixty (60) days of Tenant’s actual receipt of notice thereof and reasonably requires additional time beyond the sixty (60) day cure period described herein to effect such cure, Tenant shall have such additional Une as is neassary {beyond the sixty m day cure period) to effect the cure. References in this Amendment to “Renewal Term- shall refer, collectively, to the ExIsting Renewal Term(s) and the New Renewal Term(s). TIle landlord hereby agrees to execute and return to Tenant an or@inaf Memorandum of lease in the form and of the substance attached hereto as ExhIbIt B and by this reference made a part hereof (the -Memomndurrf\ executed tv Landlord, together with any applicable forms needed to rea>rd the Memorandum, which forms shall be supplied by Tenantto landlord. i !iII I 3.RaR and Escalation. Commencing wtth the first renal payment due following the Effective Date, the rent payable from Tenant to landlord under the lease is hereby increased to OrteThousartd Two Hundred and CD/1(X) lkHbn (Sl,ax>.(XD per nnnth (the -Rent"}. CommencIng on November 9, 2023 and on the beginning of each Renewal Term thereafter, Rent due under the Lease shall increase by an amount equal to BReen paula { 15%) of the then current Rent. In the event of any overpayment of Rent prior to or after the Effective Date, Tenant shall have the right to deduct from any future Rent payments an amount equal to the overpaynnnt amount. NotwIthstanding anything to the contrary contained in the lease, all Rent and any other payments expressly required to be paid by Tenant to l2ndlord under the Lease and thIs Amendment shall be paid to 612 E McKinney UC. The e=ahtioas in this Section shaH be the only acalations toOn Rent and any/aH rental esalations otherwise contained in the Lease are hereby null and void and of no further tom and effect. landlord hereby grants to Tenant an irrevocable option to expand the Leased Prem&s to include an additional one hundred fiftY (150) square feet contiguous to the leased Premises, in a shape and location to be tkggna ad by Tenant by written nada to landlord (the “Option Area’). Said optat may be exercised by Tenant, in Tenanfs sole and absolute discretion at any time during the term of the Lease (as the same may in extended from time to time). In connecti<1 with this option to expand, Tenant, its agents, employees and independent contractors, shall have the right to enter upon that portion of the Parent Parcel lyirB beyond the Leand Premises at any time for purposes of evaluating the land and to perform {arouse to be performed) test botinBS of the soil, environmental audIts, engineering studies and to conduct a survey. Said right of Tenant shall include, without limitation, the right to clear trees, brush and other obstwctklns which may interfere, in Tenant's sole disueUon, with Tenant's abIlity to conduct such evaluation activttiu. In the event Tenant elects to cause a knundary, a>built or similar survey of all (or any portion of) the Option Area (the “Survey”) to be prepared by a surveyor duly licensed under the laws of the state in which the Option Area is located, l3ndtoni agrees to execute an amendment to the lease to reflect the addition of the Option Area to the Leased Premises, in a form which is recordable in the county in which the Leased Premises is located and uses the description provided on said Survey. Until such time as Tenant exercIses the option to expand described herein, if even landlord hereby agrees to give Tenant no less than thirty (30} days prior notice prIor to entering into a lease or other use or occupancy agreement pertaining to any portion of the Parent Parcel. During the foregoing thirty (30) day period, Tenant may elect to designate the Option Area by written notice to landlord, in which case such Option Area would no longer be available for Landlord to tease to a third party. i i i I i i I iI S.landlord and Tenant AchwwtedRments. Except as modified herein, the Lease and all provisions contained therein remain in fuN force aId effect and are hereby ratified and affirmed. The Parties hereby agree that no defaults exist under the Lease. To the extent Tenant needed consent and/or approval from Landlord for any of Tenant’s activities at and uses of the site prIor to the Effective Date, Including subleasing to American Tower, Landlord's execution of this Amendment is and shall be SIte No: 3eD566 SIte Name: McKinney / Frame St consIdered consent to and approval of all such activities and uses and confIrmatIon that no addItIonal consideration is owed to Landlord for such activitIes and uses. Landlord hereby acknowledges and agrees that Tenant stnll not need consent or approval from, or to provIde notIce to, landlord for any future activIties at or uses of the Leased PremIses, indudin& without limitatIon, subleasing and licensIng to additional customers, instaUin& modifyin& repaIring, or replacIng improvements wIthin the Leased Premises, and/or assigning all or any portion of Tenant’s interest in thIs Lease, as modified by this Amendment Tenant and Tenant’s sutie5sees and customers shall have vehicular (spectfialb including truck) and pedestrian access to the Leased Premises from a public right of way on a 24 hours per day, 7 days per week basE tqether with utilttiu services to the Leased PremIses from a public right of way. Upon request by Tenant and at Tenant’s sole cost and expense but wIthout addItional @nsldention owed to Landlord, l3ndlord hereby agrees to promptly execute and return to Tenant buildIng permits, zonIng applications and other forms and documents, Including a memorandum of lease, as required for the use of the Leased PremIses by Tenant and/or Tenant’s customers, licensees, and $ublessees. Landlord hereby appoints Tenant as Landlonrs attorney-irbfact coupled wIth an interest to prepare, execute and deliver land use and zonIng and building permIt applications that concern the Leased Premises, on tnhalf of Landlord with federal state and hal governntental authorities, provIded that such applications shall be limited strictly to the use of the Leased Premises as a wireless telecommunIcations facIlity and that such attorney4n-fact shall not allow Tenant to rezone or otherwIse reclassify the Leased Premises or the Parent Parcel. TIle terms, provisions, and conditIons of this Section shall survIve the execution and delivery of this Amendment. .! ! i i I : I I I i 6.Non-Compejg. Dtlr IrB the uiginal term, any ExistIng Renewal Terms, and/or any New Renewal Terms of this Lease, Landlord shall not sell, transfer, grant, convey, lease, and/or license by deed, easement, lease, IIcense or other 1%allnstrument, an interest in and to, or the right to use or occupy any portIon of the Parent Parcel or landlord’s aontiguow, adjacent, adJoIning or surrounding property to any person or entity directly or indirectly engaged in the busIness of ownIng, acquIrIng, operatin& managirB, investing in or leasirB wirelus telecommunicatIon infrastructure (any such person or entity, a "Thkd Party CompetItor-\ wFthout the prior wrItten cement of Tenant, whIch may be withheld, conditioned, arxJ/or delayed in Tenant’s sole, reasonable disa€tlon. Umlted Rldrt af FIrst Refusal. Notwithstanding anything to the contrary contaIned herein, thIs paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospecUve purchaser that is not a Third Party Competitor or to American Tower. If Landlord receIves an offer or desires to offer to: a) sell or convey any Interest (including, but not limIted to, leaseholds or easement5) in any real property of which the Leased Premises is a part to a Third Party Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor {any such ofFer, the - CHIa"\, Tenant shall have the right of fIrst refusal to purchase the real property or other Interest being offered by Landlord in connectIon Mtb the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute dIscretion, to exerdse its right of first refusal as provided herein, Tenant must provide Landlord with notIce of tts election not later than forty-five {45) days after Tenant receives wrttten notice from Landlord of the Offer. If Tenant elects not to exercise Tenant’s right of first refusal with respect to an Offer as provided herein, landlord may complete the transaction contemplated in the Offer with the ThIrd Party Competitor on the stated terms and pace but with the express condItion that such sale is made subject to the terms of the Lease, a modified by this Amendment. Landlord hereby acknowletbes and agrees that any sale or conveyance by landlord in violation of this Section is and shall be deemed to be null and voId and of no force and effect. The terms, provIsions, and condItions of this Section shall survive the execution and delivery of thIs Amendment. For the avoidance of doubt, Amerlan Tower, its affiliates and subsidiaria, shall not be considered a ThIrd Party Competitor and this provision shall not I ! Site No: 389566 Site Name: McKInney / Frame St apply to future tramactlons wIth American Tower, Its affIliates and subsIdiarIes. 8.Landlord Statements. landlord hereby represents and warrants to Tenant that: a) to the extent applicable, Landlord is duty organized, vaIIdly exIsting, and in good standing in the jun sdiction in which Landlord was organized, formed, or incorporated, as applicable, and is otherwise in good standIng and authorized to transact business in each other jurIsdiction in which such qualifications are required; (I1) Landlord has the full power and authority to enter into and perform Its obligatiom under this Amendment, and, to the extent applicable, the person(s) executing this Amendment on behalf of landlord, have the authority to enter into and deliver this Amendment on behalf of Landlord; (iii) no consent, authorization, order, or approval of, or filing or registratIon with, any governmental authority or other person or entity is required for the execution and delivery by Landlord of this Amendment; (tv) Landlord is the sole owner of the leased Premises and al other portions of the Parent Parcel; (v) to the best of Landlord’s knowtedge, there are no agreements, IIens, encumbnnces, claims, claims of Hen, proceedIngs, or other matters (whether fIled or recorded in the applicable public records or not) related to, encumberln& aserted against, threatened against, and/or pendIng wIth respect to the Leased Premises or any other Fwtim of the Parent Parcel which do or could (now or any tlrne in the future} adversely impact, limit, and/or impair Tenanfs rights under the Lease, as amended and modified by thb Amendment; and (vi) the square footage of the Leased Premises is the greater of Tenant’s existIng improvements on the Parent Parcel or the land area conveyed to Tenant under the Lease. TIle representatIon and warranties of t2ndlord made in this SectIon shall survive the exeaRion and deliverY df thIs Amendment landlord hereby does aId agrees to indemnIfy Tenant for any damages, losses, costs, fees, expenes, m charges of any kind sustained or Inwrred by Tenant as a result of the breach of the representations and warranties made herein or if any of the representatIons and warranties made herein prove to be untrue. The aforementiored Indemnification shall survive the execution and delivery of thIs Amendment. II I i $ 9.Confidqntialltvo NatwtthstandirB anything to the oontrary contained in the Lease or in thIs Amendrrent, Landlord agreu and acknoMedges that all the terms of this Amendment and the Lease and any information fumtshed to Landlord by Tenant or AmerIcan Tower in connection therewith shall be and remaIn confidential. Except with Landlord's family, attorney, accountant, broker, lender, a prospective fee simple purchaser of the Parent Parcel, or if otherwise requIred by law, Landlord shall not dIsclose any such terms or InformatIon wtthout the prior written consent of Tenant. The terms and provisIons of thIs Section shall $uwtve the execution and deIIvery of thIs Amendment. ! i i IS 10. NotIces. All notica mIst be in wrtting and shall be vaIId upon receipt when deIIvered by hand, by natIonally reaBrfzed @urier sera a, or by First Class United States Mail, certified, return receipt requested to the addrases set forth hereIn: to landlord at: 4880 Long Prairie Rd, SuIte 200, Flower Mound, TX 75028; to Tenant at: c/o AT&T Network Real Estate AdminIstratIon, RE: FA No. 1CXJ04560, SuIte 13-F West Tgwu, S75 Morosgo Drive, Atlanta, GA 30324; with conv to: AT&T legal Department, Atta.: Network Counsel, RE: FA No. 10CXH560, 208 S. Akard Street, Dallas, TX 752024206; aId also with copy To: American Tower, Ann.: Land Management, IO PresIdential Way, Woburn, MA 01801; and als9 with copy to: Atta.: Legal Dept. 116 Huntington Avenue, Boston, MA 02116. Any of the Parties, by thIrty {30) daYS prIor wrItten notIce to the others in the manner provIded herein, may desIgnate one or more different notice addressu from those set forth above. Refusal to accept delivery of any rntice or the InabiIIty to deliver any notIce because of a changed address for which no notice was given as required hereIn, shall be deemal to be receipt of any such nod a. ll. Counterparts. This Amendment may be executed in several counterparts, each of which when so executed and delivered, shall be deemed an original and all of which, when taken together, shall Site No: 309566 Site Name: McKinney / Frame St constItute one and the same instrument, even though all Parties are not signatorIes to the origInal or the same counterpart. Furthermore, the PartIes may execute and deliver this Amendment by electronic means such as .pdf or similar format. Each of the Parties agrees that the delivery of the Amendment by electronic means wIll have the same force and effect as delivery of original signatures and that each of the PartIes may use such electronic signaturu as evidence of the executIon and deIIvery of the Amendment by all PartIes to the same extent as an original signature. 12. GavernlnR Law. Notwithstanding anything to the contrary contained in the Lease and in thIs Amendment, the Lease and this Amendment shall be governed by and construed in all respects in accordance with the laws of the State or Commonwealth in which the Leased Premises is situated, wIthout regard to the conflicts of laws provisions of such State or Commonwealth. 13. Wqlver. Notwithstanding anythIng to the aontrary contained herein, in no event shall landlord or Tenant be liable to the other for, and Landlord and Tenant hereby waive, to the fullest extent permItted under applicable law, the right to reca/er incidental, consequential (including, without limitation, last profits, loss of use or loss ofbusinas opportunity), puntthIe, exemplary and simIlar damages. Tenant's SewrlUzaUwl RIghts; Es©ppel. Landlord hereby consents to the granting by Tenant and/or American Tower of one or more leasehold mortgages, collateral assignments, liens, and/or other security Interests (collectively, a -SecurIty InteresP) in Tenant's {or American Tower’s) interest in thIs lease, as amended, and all of Tenant’s (or Am@inn Tower’s) property and fixtures attached to and lying within the Leased Premises and further consents to the exercise by Tenantls (or American Tower's) mortgagee {"Tenant’s Mortgage“\ of its rights to exercise its remedies, includIng wIthout limitation foreclosure, with respect to any such Security Interest. Landlord shall recognize the holder of any such Security Interest of which landlord is gIven prior written notice (any such holder, a ''Holderp\ as Tenant”hereunder in the event a Holder suueed5 to the interest of Tenant and/or American Tower hereunder by the exercIse of such remedies. landlord further agrees to execute a written estoppel certificate within thirty (30) days of written request of the same by Tenant, American Tower or Holder. ! ! i I 15. Taxes. nIe Parties hereby agree that all of the terms, provIsions, and agreements contained in Section 11 of the Lease Agreement dated September 21, 1998, are hereby deleted in their entirety and the following are inserted in lieu thereof: During the term of the Lease, landlord shall pay when due aN real property, personal property, and other taxes, fees and assessments attributable to the Parent Parcel, including the Leased Premises. Tenant hereby agrees to reimburse Landlord for any personal property tues in addition to any increase in real property taxes levied against the Parent Parcel, to the extent both are dIrectly attrIbutable to Tenant's improvements on the Leased Premises (but not, however, tata or other assessments attributable to periods prior to the Effective Date), provided, however, that L2ndlord must furnIsh written documentation (the substance and form of which shall be reasonably satisfactory to Tenant) of such personal property tues or real property tax increase to Tenant along with proof of payment of same by Landlord. Anything to the contrary notwithstandin& Tenant shall not be obligated to reImburse Landlord for any applicable taxa unless Landlord requests such reimbursement wtthin one (1} year after the date such taxes beame due. Landlord shall submit requests for reimbursement in writIng to: American Tower Cwporation, Attn: Landlord Relations, 10 Presidential Way, Woburn, MA 01801 unless otherwise directed by Tenant from time to time. Subject to the requIrements set forth in this Section, Tenant shall make such reimbursement payment within forty.five {45) days of receIpt of a wrItten reimbursement request from landlord. Tenant shall pay applicable personal property taxes directly to the local taxing authorIty to the extent such taxes are billed and sent directly by the taxing Site No: 309566 Site Name: McKinney / Frame St authority to Tenant if Landlord fails to pay when due any taxes affecting the Parent Parcel as required herein, Tenant shall have the rIght, but not the obligation, to pay such taxes on Landlord’s behalf and: {i) deduct the full amount of any such taxes paId by Tenant on Landlord’s behalf from any future payments required to be made by Tenant to Landlord hereunder; (ii) and demand reImbursement from Landlord, whIch reimbursement payment lzndlord shall make wIthin thirty (30) days of such demand by Tenant; and/or (iii) collect from Landlord any such tax payments made by Tenant on LarxJlorcfs behalf by anylawful means. \SIGNATURES COMMENCE ON FOLLOWING PAGEI ! I ! I Site No: 3CB566 Site Name: McKInney / Frame St LANDLORD: 612 E McKInney UC a limited IIability company, SignatPrInt TItle Date:77 i ; \SIGNATURES CONTINUE ON FOLLOWING PAGEI I i Site No: 309566 Site Name: McKinney / Frame St TENAVr: SBC Tower Hddlngs UCa Delaware IiI liabiIIty com re Print Name Title Date: ! i i ! i i i i Site No: 309566 SIte Name: McKInney/ Frame St I EXHIBIT A Tbis Exhibit A may be replaced at Tenant’s option as described below. PARENT PARCEL Tenant shaH have the right to replace this description with a description obtained from Landlord’s deed (or deeds) that include the land area encompassed by the Lease and Tenanfs improvements thereon. The Parent Parcel consists of the entire legal taxable lot owned by Landlord as described in a deed (or deeds) to Landlord of which the leased Premises is a part thereof with such Parent Parcel Ming described below: BEW<:all thandata k& Dxk or panel of bIrd situated in the H. Sino SurvvAbsrzctNunlw1184htbeCiW ofDuln8, lkaroa Cowty, Tam, tnhrg aII IIza wnaiBana afhrxl coaveyed tydeed tun Cat7 W. Spitau aw! Jack T. Blow to Gw A colIIn aId viE Jrxlidt C. OohH©worM in Valmn 177&P£ve PL Real Pw4nny R£xnni3, DellRn Cwaty, Twa aIIa txiag naeHnb+rMI ch$ctibod as tak>ws: BE<XNNlhKI arm ima nd fowl &>1 comer in de nrlth Ihr£ af East MeKinruy S#wb a lxallbanIlway bwbB a dghiuf.way of a1.0 Feet, said point MIB the naalnaR wiM of thaI wttBir&8x af kixI aoawyed hF cRed Rum JWKW RmI Egtde, IIn M RiaaIfa Sarnivw aRl Gaueklr SawatwINMUlderDcHRmwat Numtw201&22991, Real hWdy R@adS DadOaCwrty,TataR THENCE SW 58’ 37” E. 125.53 feet with aid s>8th line of nia East McKiwny Street to anhUI nd amked +851 fraud farcann in the w# ltrw ofFwm Saw,aptbli€ nndwaubavitBa wialie Math agRa&way; THf?+C:E8tXF :8’ ID”n 3+455&etwithsdd ww line of©id Flame Sem&aa magma loutHfor cwm b are WRh lim ofthm wtdn BarR of taIXI conveyed by dwI allin Mmu BrMrm\Farm& Im; b the CiD of Ihamr wanted tn Voiune 290& Pqe 950. &ad P©peny Re<xth, £Maa Ck>ml?, Twas; THENCEdorB#reu6af a ww htlndghttnving8caKa!&wbaf3T07’SP,8wlitu of458.3_7 &ebm an Wb of 2s7.as feet, wInn chord bears'N 62' IS’ ep W, 253_70 lea withnklrrotalirn ofnklChyoflhdon uml b mhoamdkxurd kx mae in&owBwafRaRroaiAvaIl& a tubEc m&tway hating a rig}RoFwy afSO.0 Bet THEFKENOQ' 19' CY?” W, W.65 feet with said east line of gail Railroad Awnle to mr jIm aH naIled 4&57 fermI Rw want, saId poiatbeiag tIe wtbwet mrm afsaH S8itraw tr#it aId Itn wxhvw caf Lol I, Block I of ChI Wash EXp@lula AdtRtia& mwklbbn @ th aty oflkaH8\thtMon COIRgy,Tew$,wawlhB n the p4artb£mofrwwdelia C$HrwtEP8W 374, Flat&Halls, 1&IaIn Cow#y.Tw© IHHNCE $ 88$ ap 2P & 98.27 &d with the south lilw of said SaIInE> tna ua with tIu south iirB of mRI Car wadI Eqtipwnt Addition to $n Boa rod inked + 857 fond for mmr at the wadIng mIner ofnidSaarao had aId mid Car W4sh Ekpliprnent AdditkIa; TIIENCE Nep I1’ 28" W, 149.57 feet with Ike nsf Eirn of said SwaIn aaa axl with the m liu ofuHC>uWad3Wpawr Addition nan PIAC:EOFBEGINNINGauI wMiai@ l£X)mu of lard. And being known as Denton County, Texas parcel: R32792. Site No: 309566 Site Name: McKinney / Frame St F EXHIBIT A kent) LEASED PREMISES Tenant shaH have the right to replace this description with a description obtained from the Lease or from a description obtained from an as-built survey conducted by Tenant The Leased Premises consists of that portion of the Parent Parcel as defined in the Lease which shall include access and utilities easements. The square footage of the Leased Premises shall be the greater of: a) the land area conveyed to Tenant in the Lease; (ii) Tenant's (and Tenant’s customers') existing improvements on the Parent Parcel; or (iii) the legal desaiption or depiction below. All that @Rain met or panel of land tying and being situated in the Hiram Siwo Suwey, Abgrwlt No. 1 184, Denton County, Texas+ king part of First Tract dwcHtnd in a dwd aon Gary W. Spitz@aId Jack T. Brown to Gem A. Gt)hIke and wife, Judith C. Gahtk=, ncordedinVokun 1776, Page 84, Real Pn4ledy Rwards, Dm&xI County, Texas, and being more paaiculariy dendbed u follows:COMMENCING a tIn Southeast colm of %id First Tract, and the Norttnast corner ofthe Third Tract dewdbed in said deed Vohmn 1776, BaBa 84, Real Pmpaty Record$ 1knton County, Tex2& aId also being in the Wm line of Frame SuM (49 foot R,O. W.); Thu@ North, for a distance of58.45 feet; Thww West, for a disbn@ of 31.07 feet to tIn POINT OF BEGINNING; TlreMe S.46'27'1 TW„ for a distance of 45.00 fnt; Thence N.43'54'1 ! "W., R>r a distance of 18.IX> fM ThenceN.46'2717-E„ for a di5tanoo of 45.(X) feet; Thence S.43'5zF Il-E„ for a distance of 18,tX>fnt to the POIbFF OF BEGINNING. Containing 810 square feet or 0.019 acreI, more or lw. ACCESS AND urlUTIES i I ! The access and utility easements include an easements af record as well that portion of the Parent Parcel currently utilized by Tenant (and Tenanf s customers) for ingress, egress and utility purposes from the Leased Premises to and from a public right of way including but not limited to: All that certain tract or parcel of land lying and being situated h the t+RomSisco Survey, Abstract No. 1184, Denton County, Texas, being part of FirstTrogt desera>ed in a deed from Gary W. SpitzeF and Jack T. Brawl to CanalGohlke and wife. ,Judith C. Gc>hIke. recorded in Volume 1776. Page 84, RealProperty Records, Denton County, Texas, and being more parHculady describedas follows: COMMENCING at the Southeast corner of said Firs{ Tract, and the Northeastcorner of the Third Tract described in said deed Volume 1776, Page 84, RealProperty Records. Denton County, Texas, and also being in the West line offrMne Street (40 foot R.C).W.); Thence North, for a distance of 17.CH feet tothe POINT OF BEGINNING; Thence N.59’34'16’'W., for a distance of 53.53 feet;Thence N.46•27’17'’E.. for a distance of 2D.Bl feet; Thence S.S9'34’16-E., for adbtance of 36.03 feet; Thence South, for a distance of 23.19 feet to thePOINT OF B£GINNINC.ContaIning 896 square feet or 0.021 acres. more or less. I Site No: 309566 Site Name: McKinney / Frame St EXHIBIT E DESCRIPTION, DESIGNATION AND/OR DEPICTION OF THE OPTION AREA Option Area: The area depicted and highlighted in yellow below: H=HdruQBUI(ir' X n/a%iX \ \ \ \ \ \ > And further described as: All that tract or parcel of land lying and being in the Hiram Sisco Survey, Abstract No. 1184, Denton County, Texas and being a part of a called 5.592 acre tract of land shown as Lot 1 on a minor plat titled “City Hall East Addition” recorded in Document No. 2021-72 in the Official Records of Denton County and being more particularly described as follows: To find the point of beginning, COMMENCE at a 5/8-inch capped rebar stamped “TNP“ located at the northwest corner of a 0.083 acre right-of-way dedication as shown on said “City Hall East Addition" plat, said rebar having a Texas Grid North, NAD 83, North Central Zone Value of N: 7128147.4094 E: 2388826.7549; thence running with the west line of said 0.083 acre right-of-way dedication, South 00'09'10" East, 25.87 feet to a point; thence with the north line of said Lot 1, South 88'12'37" East, 117.02 \EXHIBIT E CONTINUES ON FOLLOWING PAGEI ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (KD) EXHIBIT E (continued) Option Area (continued): feet to a point; thence with the east line of said Lot 1 and the westerly right-of-way line of Frame Street, South 00'17'56" East, 23.32 feet to a point; thence, South 09'23'21" East, 53.80 feet to a point; thence, South 00'17'56" East, 148.14 feet to a point; thence, South 00'17'56" East, 23.36 feet to a point; thence leaving said right-of-way line and running, North 59'11'27" West, 52.28 feet to a point; thence, South 46'S0'38'' West, 24.19 feet to a point; thence, North 43'30'50" West, 18.00 feet to a point; thence, North 46'50'38" East, 45.00 feet to a point; thence, South 43'30'50'' East, 8.00 feet to a point and the true POINT OF BEGINNING; Thence, North 46'29'10" East, 15.00 feet to a point; Thence, South 43'30'50'' East, 10.00 feet to a point; Thence, South 46'29'10" West, 15.00 feet to a 1/2-inch rebar found having a Texas Grid North, NAD 83, North Central Zone Value of N: 7127911.0013 E: 2388923.8600; Thence, North 43'30'50" West, 10.00 feet to a point and the POINT OF BEGINNING. Bearings based on Texas Grid North, NAD 83, North Central Zone. Said tract contains 0.0034 acres (150 square feet), more or less, as shown in a survey prepared for American Tower Corporation by POINT TO POINT LAND SURVEYORS, INC. dated July 6, 2021. LEND OF EXHIBIT EI ATC Site No: 309566 Site Name: Mckinney-Frame St. Project Number: 13670866 (KD)