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HomeMy WebLinkAbout06 WIRELESS AGR'MT W/ T-MOBILE FOR TUSTIN SPORTS PARKAgenda Item 6 AGENDA REPORT Reviewed: City Manager Finance Director t'�N/A MEETING DATE: FEBRUARY 18, 2014 TO: JEFFREY C. PARKER, CITY MANAGER FROM: JOHN BUCHANAN, DEP. DIRECTOR — ECONOMIC DEVELOPMENT SUBJECT: COMMUNICATIONS SITE LICENSE AGREEMENT WITH T- MOBILE WEST LLC FOR EXISTING WIRELESS FACILITIES AT TUSTIN SPORTS PARK (12850 ROBINSON DRIVE) SUMMARY Approval is requested for a Communication Site License Agreement between the City (Licensor) and T- Mobile West LLC (Licensee) at the Tustin Sports Park. RECOMMENDATION It is recommended that the City Council authorize the City Manager to execute the attached Communications Site License Agreement with T- Mobile West LLC, a Delaware limited liability company, subject to any non - substantive modifications as may be deemed necessary by the City Attorney prior to execution of the Agreement. FISCAL IMPACT Under the Agreement, T- Mobile West (Licensee) will pay $36,000 per year ($3,000 per month) for the right to retain existing facilities and antennas at Tustin Sports Park. The term of the agreement is 10 years with two 5 year options. License payments will be escalated annually at 4.00 %. Over the initial 10 year term Licensee will pay $432,220, the City will receive 90% or $388,988; if the Licensee exercises the option to extend through 2033 (total of 20 years), the City will receive $964,810. Consistent with the existing consulting agreement, ATS Communications will receive 10% of the license payments through the term of the license including extension periods. The proposed terms and conditions of the agreement are competitive with market rents for similar carriers providing voice and data services. COORELATION TO THE STRATEGIC PLAN This action correlates to the City's Strategic Plan for Financial Strength (Goal C). BACKGROUND Wireless facilities have been located in Tustin Sports Park since 1996, the equipment facilities are located behind the scoreboard adjacent of Jamboree Road and the antennas are located on light poles located adjacent to baseball fields. T- Mobile's wireless facilities City Council Agency Report February 18, 2014 License Agreement at Tustin Sports Park — T- Mobile West Page 2 have been in the Park since June 2003; the initial term of the lease was 7 years with five 1 year extensions. Currently, T- Mobile is in the third extension period with the lease expiring in June 2015. T- Mobile will terminate the existing lease by entering into a license with the City. Joh A. Buchanan ty Director, Economic Development Attachments COMMUNICATIONS SITE LICENSE AGREEMENT This Communications Site License Agreement ( "Agreement ") is made this _ day of 20_ ( "Effective Date ") by and between the City of Tustin, a municipal corporation, (hereinafter "City "), and T- Mobile West LLC, a Delaware limited liability company (hereinafter "Licensee "). City and Licensee (or its predecessor or interest) entered into that certain Ground Lease dated June 16, 2003 for the Premises, which agreement shall terminate as of the Effective Date. 1.. GRANT OF LICENSE. City currently owns property, commonly known as Tustin Sports Park, as legally described on Attachment No. 1 (the "Property"). City hereby grants a license to Licensee for the purpose of installing and maintaining, certain communications equipment consisting of antenna support structure ( "Tower "), antennas, cable runs, radio transmitting and receiving equipment, conduits, wires, batteries, back -up generators, utility lines and facilities, storage facilities including walls, fences and gates, telephone facilities, microwave equipment and associated equipment ( "Licensee's Facilities ") on a portion of the Property as legally described on Attachment No. 2 (the "Premises ") and as depicted on Attachment No. 3. Licensee may install up to six (6) panel antennas and associated radio heads in accordance with this Agreement. City hereby also grants (a) the non - exclusive right for ingress and egress from and to the nearest public right -of -way, seven (7) days a week, twenty-four (24) hours a day, subject to any restrictions stated herein, on foot or motor vehicle, including trucks, and (b) for the installation and maintenance of utility wires, poles, cables, conduits, and pipes under and along a minimum ten foot (10') wide right -of -way extending from the nearest public right -of -way (the "Non- Exclusive Site Access Route ") to the Premises to be approved in form and content in the sole discretion of the Tustin Parks and Recreation Department as generally depicted in Attachment No. 3, following notice by Licensee of its intent to access the Licensee Premises or Facilities. The Tustin Parks and Recreation Department reserves the right to change the Non - Exclusive Site Access Route at any time, and the Non - Exclusive Site Access Route shall not remain a fixed location for access purposes. Licensee shall be responsible for installing and maintaining its required utilities, subject to the limitations set forth in this Agreement and more particularly described as follows: 1.1 All utility wires, poles, cables, conduits and pipes along or under the Non - Exclusive Site Access Route shall be below ground, except for transformers and meter pedestals in the locations generally depicted in Attachment No. 3. T- Mobile - Tustin Sports Park License Agmt Site #: LA02338A 1.2 Motor vehicles, including trucks shall be limited in their access to Premises on those portions of the Non - Exclusive Site Access Route that are depicted on. Attachment No. 3. 1.3 Licensee shall provide twenty-four (24) hours' notice to the City prior to commencing any maintenance or any other activity or work; provided that no advanced notice shall be required in the event of an emergency, in which case Licensee shall give City notice of its access to the Premises as soon as is reasonably practical thereafter. Maintenance and work hours that will result in interference with the use of the park or scheduled City activities or programs, shall be subject to review and approval by the City. Licensee shall not interfere with City scheduled activities within Tustin Sports Park. TERM. Unless earlier terminated in accordance with this Agreement, the Term of this Agreement shall be for a Term of. ten (10) years ( "Initial Term ") commencing upon the Effective Date herein above written. LICENSE PAYMENT, CAPITAL CONTRIBUTION, OPERATIONAL EXPENSES AND SECURITY DEPOSIT. 3.1 License Payment. Licensee shall pay a monthly payment ( "License Payment ") of Three Thousand and No /100 Dollars ($3,000.00) payable to the City on the first of each month. The Licensee shall commence payments upon the Effective Date of this Agreement, provided that the first payment of the License Payment shall be payable within thirty (30) days after the Effective Date. If the monthly License Payment is not paid within thirty (30) days after the due date, and provided Licensee has complied with all applicable notice and cure provisions herein, a late charge equal to ten (10) percent of such overdue amount shall be paid by Licensee for purposes of defraying the expense incidental to handling such delinquent payment, together with interest from the date such payment was due, at the default rate of ten (10) percent, per annum, compounded annually. License Payments attributable to partial months shall be prorated on a daily basis. License Payments and other revenue owing to the City shall be made pursuant to Attachment No. 5, License Payment Direction Form, or as modified in writing by the City upon notice to the Licensee. 3.2 Capital Contribution. Intentionally omitted. T- Mobile - "Tustin Sports Park License Agmt Site #: LA02338A 3.3 Security Deposit. 3.3.1 Payment and Form of Security Deposit. Within thirty (30) days of the Effective Date and prior to taking possession of the Premises, Licensee shall pay to City a Security Deposit in the amount equal to the monthly license fee for three (3) months, or an amount of Nine Thousand and No /100 Dollars ($9,000.00). In lieu of posting a cash Security Deposit, Licensee may provide a performance bond to the City of Tustin in the total amount of Nine Thousand and No /100 Dollars ($9,000), naming the City as covered obligee. 3.3.2 Performance. Said Security Deposit shall serve as security for the faithful performance of all Licensee's obligations, and may be applied in satisfaction and /or mitigation of damages arising from an Event of Default, including but not limited to delinquent payments, correction of maintenance and repair deficiencies and completion of construction. Application of amounts on deposit in satisfaction and /or mitigation of damages shall be without prejudice to the exercise of any other rights provided herein or by law to remedy an Event of Default. 3.3.3 Maintaining Security Deposit. In the event any or all said amounts are applied in satisfaction, and /or mitigation of damages Licensee shall immediately deposit such sums as are necessary to replenish their performance bond or restore the Security Deposit to the full amount required hereunder. 3.3.4 Return of Security Deposit. Said cash Security Deposit amount shall be returned or performance bond released upon termination of this Agreement less any amounts that may be withheld from Licensee for Licensee's failure to perform its obligations hereunder, provided that in the Event of Default, the entire performance deposit or performance bond shall be forfeited to the City. 3.4 Property Taxes and Fees. Licensee shall pay all applicable real property taxes, and /or all possessory interest taxes or fees prior to delinquency thereof. Licensee shall also pay and discharge punctually, as and when due, any and all taxes upon personal property, equipment and trade fixtures installed about the Premises. Licensee shall have the sole responsibility to pay such taxes or fees. 3.5 Utilities. Licensee shall obtain, at its sole cost and expense, any utilities for the operation of Licensee's Facilities. Licensee will install a separate meter for the measurement of its power and will pay for utilities used by the Licensee. Licensee shall promptly pay all assessments, deposits, rents, costs, connections and tap -in fees and other charges for connection of utilities or installation of utility improvements including any T- Mobile - Tustin Sports Park License Agmt 3 Site #: LA02338A charges or fees imposed by any utility company or governmental entity or agency for making such connections and for service throughout the Term of the Agreement. 4. ANNUAL LICENSE PAYMENT INCREASES. Monthly payments shall be subject to an annual License Payment increase of four percent (4 1/o) per year, to be increased on the first anniversary of the Effective Date, and on each successive anniversary thereafter. 5. LICENSE AGREEMENT EXTENSIONS. Provided that Licensee is not in default in the performance of this Agreement, Licensee shall have the option to extend the term of this Agreement for two (2) additional and consecutive terms of five (5) years each (each a "Renewal Term ") provided that the City shall have the right to review and modify License terms related to insurance coverage in any Renewal Tenn per City policy. The monthly License Payment shall be the existing Licensee Payment as adjusted on an annual basis as described in Section 4, Annual License Payment Increases. The option(s) to extend the term shall be exercised by written notice given to the City not less than ninety (90) days prior to the expiration of the Initial Term or Renewal Term, as the case may be. 6. GOVERNMENTAL APPROVALS. It is understood and agreed that Licensee's ability to use the Premises is contingent upon its obtaining all of the certificates, permits and other approvals (collectively the "Governmental Approvals ") that may be required to comply with Federal and State Building and Safety Codes including but not limited to the California Building Code and International Construction Codes, and City zoning and building codes as appropriate, including any applicable discretionary land use permits such as site plan or use permit requirements. Licensee may be required by the City Manager or City Manager's designee or designees (collectively referred to in this Agreement as "City Manager ") to provide other information in. the planning process such as site plans, design concepts and photo simulations of the structural plans. Licensee shall have the right (but not the obligation) to enter the Premises for the purpose of making necessary inspections and engineering surveys (and soil tests where applicable) and other reasonably necessary tests (collectively "Tests ") to determine the suitability of the Premises for Licensee's Facilities and for the purpose of preparing for the construction of Licensee's Facilities. In the event that any of such applications for such Governmental Approvals should not be approved or any Governmental Approval issued to Licensee is canceled, expires, lapses, or is otherwise withdrawn or terminated by the governmental authority are found to be unsatisfactory so T- Mobile - Tustin Sports Park License Agmt 4 Site #: LA02338A that Licensee will be unable to use the Premises for its intended purposes, Licensee and agents representing the Licensee shall have the right to terminate this Agreement. Notice of Licensee's exercise of its right to terminate shall be given to City Manager in writing by personal service, or first class mail, or by a nationally recognized courier, and if mailed, shall be effective upon the mailing of such notice by Licensee. All License Payments including deposits or fees, if applicable, paid prior to said termination date shall be retained by the City. Upon such termination, this Agreement shall become null and void and all the Parties shall have no further obligations, including the payment of money, to each other. 7. LICENSEE'S USE AND MAINTENANCE OF PREMISES. 7.1 Use. Following City's approval of Licensee's Facilities plans and specifications, Licensee may use the Premises for the provision of mobile /wireless communications services, including transmission and reception of radio communication signals on various frequencies providing there is no conflict with the primary purpose of the City-owned property or City emergency communication activities including, but not limited to, emergency service responders serving the City (e.g., the City's Police communication system, the Orange County Fire Authority communication system, and other emergency communication systems). Accordingly, Licensee shall have the responsibility to construct, maintain, install, repair, and operate on the Premises, radio communications facilities, including but not limited to, radio frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, radio frequency transmitting and receiving antennas and supporting structures and improvements. 7.2 Maintenance of Licensee's Facilities and Damage to City Property. Notwithstanding the foregoing, once the initial improvements are installed, Licensee shall, as is necessary, be responsible for the replacement, substitution, upgrading and expansion of its equipment, cables and antennas which comprise Licensee's Facilities and in the repair and upgrading of the physical structure or communications capabilities of the Licensee's Facilities, so long as the equipment, cables or antennas remain within the original physical parameters of the Premises and are consistent with City- approved building permit plans and specifications. Licensee is responsible for notifying the City as described in this Section 7 prior to entering the Premises. Licensee shall be responsible for the cost of any and all damage to City-owned property including but not limited to, turf, concrete and /or asphalt, buildings and /or appurtenances caused by Licensee. Licensee shall repair and /or replace said damages. If Licensee fails to repair such damage within thirty (30) days of its receipt of written notice from City, City may repair and /or replace such damage at Licensee's cost and expense. Licensee shall pay to City an amount equal to the amount of said costs which City has invoiced Licensee within thirty (30) days after T- Mobile - Tustin Sports Park License Agmt 5 Site #: LA02338A presentation by the City Manager to Licensee of a written invoice and supporting documentation. If any payment to be made by Licensee is not received, a late charge equal to ten (10) percent of such overdue amount shall be paid by Licensee for purposes of defraying the expense incidental to handling such delinquent payment, together with interest from the date such payment was due, at the default rate of ten (10) percent. 7.3 Noticing on Premises. Licensee shall install any warning signs on or about the Premises required by federal, state or local law. 7.4 Licensee Maintenance Notification. Licensee shall provide notification to the City Manager five (5) days prior to any construction work on the Licensee's Facilities conducted by Licensee or its agents. Said work hours are subject to approval by the City. Licensee in providing regular maintenance to the Licensee's Facilities shall provide twenty-four (24) hour notice to the City Manager prior to commencing any maintenance. Maintenance and work hours that will result in interference with the use of the park or scheduled City activities or programs, shall be subject to review and approval by the City. 7.5 Licensee Notification for Emergency Repair. Any work or repair of an emergency nature will require the Licensee to provide notification by telephone to the City of Tustin, Police Department's Watch Commander at 714.573.3200 or other designee of the City Manager who is identified by written notice to Licensee. 7.6 Maintenance of Licensee's Facilities. Licensee shall maintain its facilities and shall make all repairs to the Premises necessitated to keep the Premises clean, safe, and in a condition that approximates the initially installed. In the event any portion of its facilities and /or any parts regardless of fault including but not limited to damage caused by vandalism or Acts of God, except if damage caused by the negligence or willful misconduct of City, its employees, agents, contractors or volunteers, prove to be defective or shall require repair or prompt maintenance to prevent further deterioration, Licensee shall, promptly after receipt of written demand by the City Manager and in no event later than seven (7) calendar days thereafter, complete such required repair or work and continuously prosecute the same to completion at its sole cost and expense. Damage caused by graffiti shall be removed promptly within forty -eight (48) hours after demand by City Manager to Licensee. This time period for completion of any required work may be extended with written authorization from the City Manager in its sole discretion. In the event such authorization is not given and required work and repairs is not completed within time frames noted herein, or any additional time granted by the City Manager for completion of work, City shall have the right but not the obligation to take.such actions as are necessary to complete such work, correct such defect or effect such repair. Any costs incurred by the City or its contractors in performing such work shall be due and payable by Licensee within ten (10) calendar days of receipt of written demand therefore by City. If T- Mobile - Tustin Sports Park License Agmt 6 Site #: LA02338A any payment to be made by Licensee is not received, a late charge equal to ten (10) percent of such overdue amount shall be paid by Licensee for purposes of defraying the expense incidental to handling such delinquent payment, together with interest from the date such payment was due, at the default rate of ten (10) percent. 8. CITY'S USE OF PREMISES. 8.1 City Business. Notwithstanding this grant of license right to Licensee, City and the public shall have the right to conduct City business on the Property and within the Non - Exclusive Site Access Route, excluding the Premises. Nothing in this Agreement shall impair or impact the ability of the City or the public to use any area adjacent or near the Premises for any lawful purpose. "City Business" shall include, but not be limited to the following: maintenance, landscaping, construction, concessionaires, and City sponsored events, active and passive park activities located on or near the Premises, so long as the City Business does not interfere with, damage or impair the operation of Licensee's Facilities. City shall have the right to inspect Licensee's Facilities by providing at least twenty-four (24) hours' advance notice to Licensee, except in cases of emergency. 8.2 Co- Location. Licensee acknowledges and agrees that City policy is to provide for co- location of communication tower facilities. Licensee further agrees that City, and not Licensee, shall retain ownership of any further license rights with respect to co- location of communication facilities on the Property. Further, City shall retain the authority and absolute right to enter into a license agreement with other mobile /wireless communications providers (an "Additional Licensee ") to utilize space on an antenna supported structure installed by Licensee. City agrees that any subsequent license agreement for an Additional Licensee, shall include a provision that, as a condition precedent to using such space, Additional Licensee will reimburse Licensee for a percentage of Licensee's costs to originally purchase, construct, maintain, repair and remove the antenna tower structure in any subsequent license agreement and further provide that the Additional Licensee shall not interfere with the operations of Licensee'.s Facilities. City Manager shall require that Additional Licensee also reimburse Licensee for a portion of costs to maintain and repair the antenna. support structure in any subsequent license agreement. Provisions of any subsequent license to an Additional Licensee shall also provide that in no event shall Licensee be responsible for any Additional Licensee's equipment installed upon the antenna support structure. 9. INDEMNITY. 9.1 Licensee Indemnification of City. To the maximum extent permitted by law, Licensee shall defend, indemnify, and save harmless City and its officers, employees, and agents from, and shall pay all costs, expenses and reasonable attorney's fees for all T- Mobile - Tustin Sports Park License Agmt 7 Site #: LA02338A trial and appellate levels and post judgment proceedings in connection with, any and all claims and demands, actions, proceedings, losses, liens, costs and judgments of any kind and nature whatsoever, including expenses incurred in defending against legal actions, for death or injury to persons or damage to property and for civil fines and penalties to the extent arising out of the occupation or use of the Premises by Licensee, its employees, agents, servants, guests, invitees, contractors, or sublessees, including the following: 9. 1.1 Any dangerous, hazardous, unsafe or defective condition, in or on the Premises, of any nature whatsoever, which may exist by reason of any act, omission, neglect, or any use or occupation of the Premises by Licensee, its officers, agents, employees, sublessees, licensees or invitees from commencement of the term of the Agreement; 9.1.2 Any operation conducted upon or any use or occupation of the Premises by Licensee, its officers, agents, employees, sublessees, licensees or invitees under or pursuant to the provisions of this Agreement or otherwise; 9.1.2.1 Any act, omission, or negligence of Licensee its officers, agents, employees; 9.1.2.2 The loss of, or damage to any property of Licensee by theft or otherwise; . 9.1.2.3 Any failure of Licensee, its officers, agents, employees or sublessees to comply with the terms or conditions of this License or any applicable federal, state, regional or municipal law, ordinance, rule or regulation related to its use or occupancy of the Premises. 10. INSURANCE. 10.1 Licensee shall provide, or cause its member(s) or contractor(s) to provide, and maintain at its own expense during the term of the work the following insurance covering all work under this Agreement. Licensee shall require and verify that its general contractor maintain insurance meeting all the requirements stated herein. Such insurance shall be provided with insurers authorized to do insurance business in the State of California, with a rating of at least A -, VII or better or A, X (if offered by a surplus line carrier) according to the latest Best's Key Rating Guide, except that the City Manager will accept Workers' Compensation Insurance rated B -VIII or better or from the State Compensation Fund. Evidence of such insurance in the form of Certificates and signed Insurer Endorsements shall be delivered to the City Manager prior to commencing with work. The Licensee shall provide as follows (1) said insurance shall not be cancelled, except if City is given at least thirty (30) days advance written notice of any cancellation or termination of T- Mobile - Tustin Sports Park License Agmt 8 Site #: LA02338A insurance; (2) commercial general liability insurance shall be primary as to Licensee's negligence and not contributing with any other insurance maintained by City, and shall name the City and any related entity of the City, as appropriate, as additional insureds; (3) shall contain a provision that the insurer waives any right of subrogation against the City insured parties which may arise by reason of any payments made under a policy and (4) if Licensee is self insured for Workers' Compensation, Licensee shall submit to City a copy of its certification of self insurance. All insurance shall be maintained on an occurrence basis and shall include the following: 10.1.1 Commercial General Liability Insurance. Commercial general liability and property damage insurance covering the Premises, including automobile liability insurance, contractual, broad form property damage, and bodily injury or death, with a combined single limit of not less than $1,000,000 per occurrence with respect to personal injury or death, and $1,000,000 per occurrence with respect to property damage. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 00 01). 10.1.2 Workers' Compensation Insurance. To the extent that Licensee has employees, workers' compensation insurance in an amount and form meeting all applicable requirements of the California Labor Code, covering all employees of Licensee and all risks to such persons. 10.1.3 Deductibles. All insurance limits shall be without deduction, provided that the City may permit a deductible amount in those costs where, in its judgment, such a deduction is justified. 10.1.4 Contractors and Subcontractors. Licensee shall not allow any contractor or subcontractor to commence work until all insurance required of the contractor or subcontractor has been obtained. All coverages for contractors and subcontractors shall be subject to all of the requirements stated herein. 10.1.5 Verification of Coverage. The insurer endorsements required herein are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City Manager before or upon Licensee execution of the Agreement. 10.1.6 Vehicle Insurance. Licensee shall maintain sufficient automobile liability insurance on any vehicle accessing the Premises and such insurance shall be in the amount of $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as, broad as Insurance Services Office Form Number CA 00 01 covering Automobile Liability, Code 1 (any auto). T- Mobile - Tustin Sports Park License Agmt 9 Site #: LA02338A 11. MISCELLANEOUS LICENSEE RESPONSIBILITIES. 11.1 Maximum Permissible Exposure. Licensee shall comply with all present and future laws, orders and regulations relating to Maximum Permissible Exposure ( "MPE ") and other related health issues directly applicable to its operation of Licensee's Facilities, as well as the American National Standards Institute (ANSI) standards. Without limiting the provisions of Licensee's indemnity contained herein, Licensee, on behalf of itself and its successors and assigns, shall indemnify City, its officials, officers, and employees from and against all claims of personal injuries due to violation of MPE to the extent such personal injuries are actually caused by Licensee's Facilities on the Premises. 11.2 Non - Interference by Licensee of City Events. The Licensee shall not interfere or cause to interfere with activities on adjacent City -owned sites including sports activities and cultural events. Licensee shall notice the City Manager pursuant to Section 7, Licensee's Use and Maintenance of Premises, of this Agreement regarding maintenance, repair and installation work. 12. EMERGENCY USE OF SITE. In cases of emergency, Licensee shall make available to the City police, fire and emergency services a location for City's communication equipment on Licensee's Facilities at no cost to City. The City is responsible for maintaining its own equipment. The space to be made available will not create interference with Licensee's communications operations. City entities will be afforded 24 -hour access to City's equipment at the Premises. In addition, the City will be provided "power backup" by Licensee at the Premises, if available. 13. DEFAULTS. It shall constitute an Event of Default under this Agreement, if a party (the "Defaulting Party "): 13.1 Failure to Timely Pay ( "Monetary Default "). Fails to timely pay any sum required to be paid by the Defaulting Party pursuant to this Agreement. 13.2 Failure to Perform Under this Agreement ( "Non - Monetary Default" ). Fails to perform, or delays in the performance of, in whole or in part, any obligation required to be performed by the Defaulting Party as provided in this Agreement. T- Mobile - Tustin Sports,Park License Agmt 10 Site #: LA02338A 13.3 Cure Periods. The other Party (the "Injured. Party") shall give written notice to the Defaulting Party of such Event of Default at any time after occurrence thereof, which notice shall state the particulars of the Event of Default. After receipt of such written notice, a Defaulting Party shall have ten (10) days in which to cure any Monetary Default. A Non- monetary Default shall be cured (i) within thirty (30) days after receipt of written notice from the Injured Party, or (ii) at the Injured Party's sole discretion a longer period of time as may be granted in writing for the cure period if the nature of the cure is such that it cannot be reasonably accomplished within such thirty (30) day period, but only if the Defaulting Party has commenced such cure within such thirty (30) day period and thereafter continuously and diligently pursues the cure to completion to the satisfaction of the Injured Party. 13.4 Remedies. Upon occurrence of an uncured Default by the Parties, the Injured Party may: 13.4.1 Terminate the Agreement. By written notice to the Defaulting Party pursuant to Section 20.9 of this Agreement. 13.4.2 Seek Performance. Seek specific performance of the obligations under the Agreement. 13.4.3 All Other Rights and Remedies. Exercise any of its rights and remedies at law or in equity, or otherwise as provided in this Agreement. 14. LICENSEE'S COMPLIANCE WITH ENVIRONMENTAL LAWS. 14.1. Hazardous Materials. Licensee shall not bring any Hazardous Materials onto the Premises, except for those contained in its back -up power batteries and common materials used in telecommunications operations. "Hazardous Materials" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation, including petroleum and asbestos. Licensee will treat and dispose of any Hazardous Materials brought onto the Premises/Property by it in accordance with all federal, state and local laws and regulations. 14.2. Licensee Compliance with Regulations. Licensee will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any T- Mobile - Tustin Sports Park License Agmt 1 1 Site #: LA02338A time hereafter be in effect, that are or were in any way related to the operation of Licensee's Facilities. 15. CASUALTY In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within sixty (60) days following same or' if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt Licensee's operations at the Premises for more than sixty (60) days, then Licensee may at any time following such fire or other casualty, provided City has not commenced the restoration required on the Property to permit Licensee to resume its operation at the Premises, terminate this Agreement upon twenty (20) days' written notice to the City. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth, in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. If Licensee decides not to terminate this Agreement, the License Payment shall be abated proportionally to the reduction of use of the Premises as determined by the parties. 16. TERMINATION. 16.1. Compelled Termination. If, during the License Term, there is a determination made .pursuant to an un- appealable order of a county, state, or national governmental health agency having proper jurisdiction over Licensee's operations that Licensee's use of the Premises poses a human health hazard which cannot be remedied and that Licensee must cease all operations on the Premises, then Licensee shall immediately cease all operations on the Premises and this Agreement shall terminate as of the date of such order. In the event the Federal Communications Commission, or any successor agency, makes a determination which is final and non - appealable or which is affirmed and becomes final after the exhaustion of all available appeals concluding that Licensee's use as set forth in this Agreement presents a material risk to the public health or safety and that Licensee must cease all operations on the Premises, City may terminate this Agreement upon fourteen (14) days written notice to Licensee. 16.2. Termination by Licensee. Licensee may terminate this Agreement by notice to City if (i) Licensee does not obtain all permits, consents, easements, non - disturbance agreements or other approvals (collectively "approval ") reasonably desired by Licensee or required from any governmental authority or any third party related to or reasonably necessary to operate, install, maintain, replace, or remove Licensee's Facilities, or if any such approval is canceled, expires or is withdrawn or terminated without any fault T- Mobile - Tustin Sports Park License Agmt 12 Site #: LA02338A of Licensee, or (ii) the Property or Licensee's Facilities are, or become, unacceptable under Licensee's design or engineering specifications for Licensee's Facilities or the communications system to which Licensee's Facilities belong, so long as Licensee pays City a termination fee equal to six (6) months of the then current License Payment as liquidated damages, or (iii) upon ninety (90) days' written notice by Licensee if Licensee determines that the Property or Licensee's Facilities are inappropriate or unnecessary for Licensee's operations due to economic reasons so long as Licensee pays City a termination amount equal to six (6) months of the then current License Payment, as liquidated damages, or (iv) City fails to cure a default within sixty (60) days after receipt of written notice thereof to cure, or upon any longer period as may be granted to City by Licensee pursuant to Section 13.3. Upon termination, except in the case of a termination for a Default by City, all prepaid License Payment shall be retained by City. In the event Licensee abandons its property for ninety (90) days, including, but not limited to, the tower structure, antennas, support structures, cabling, equipment, radios or any ancillary equipment, it shall become the property of the City. Abandonment shall be defined as stoppage of License Payment for three consecutive months. City is under no obligation to contact Licensee regarding status of Licensee's Facilities during this period. 16.3. Termination by City. In the event that Licensee does not cure an Event of Default pursuant to Section 13, City may terminate this Agreement, or upon thirty (30) days prior written notice if City and Licensee fail to agree upon a Relocation Site in accord with Section 17 of this Agreement. 17. RELOCATION RIGHT BY CITY. 17.1. City Right to Order Relocation. Any time after the expiration of the Initial Term, the City shall have the one -time right to relocate Licensee's Facilities to alternate space on the Property to be performed by Licensee or its agents, at the Licensee's sole cost, to be done in accordance with subsections 17.2 and 17.3 below. Upon relocation of Licensee's Facilities, the access area and utility rights -of -way areas will be relocated as required, in the sole discretion of City in coordination with any utility provider, to operate and maintain Licensee's Facilities. Any relocation of the Licensee's Facilities shall be consistent with Chapter 3 of Division 4 of the California Public Utilities Code (Section 7901 et seq.) and other sections of the Public Utilities Code, as applicable except that the provisions of this Section 17.1 shall only remain in force and effect for twenty (20) years. 17.2. Exercising Right to Relocation. City Manager shall exercise City's relocation right under Section 17.1 above by (and only by) delivering written notice (the "Notice ") to Licensee. In the Notice, City Manager shall propose an alternate site within or on the Property to which Licensee may relocate Licensee's Facilities. Licensee shall T- Mobile - Tustin Sports Park License Agmt 13 Site #!: LA02338A have sixty (60) days from the date it receives the Notice to evaluate City's proposed relocation site, during which period Licensee shall have the right to conduct tests .to determine the technological feasibility of the proposed relocation site. If Licensee fails to approve of such proposed relocation site in writing within the sixty -day (60) period, Licensee shall be deemed to have disapproved such proposed relocation site. If Licensee disapproves such relocation site, then City Manager may thereafter propose another relocation site by Notice to Licensee in the manner set forth above. If the City Manager and Licensee fail to find an alternative site for relocation within six (6) months of the Notice being delivered by the City Manager, this Agreement shall be terminated pursuant Section 16, Termination. Licensee shall have a period of not more than twelve (12) months after execution of a written agreement between the parties concerning the location and dimensions of the Relocation Site to relocate Licensee's Facilities to the Relocation Site. 17.3. Agreement to Survive Relocation of Licensee's Facilities. Upon relocation of Licensee's Facilities to the Relocation Site, all references to the Premises herein shall be deemed to be references to the Relocation Site. City and Licensee agree that the Relocation Site (including the access and utility right of way) may be surveyed by a licensed surveyor at the sole cost of Licensee, and such survey will then replace Attachment No. 2 and become a part hereof and will control or describe the Premises. Except as expressly provided, City and Licensee hereby agree that in no event will the relocation of Licensee's Facilities, or any part thereof, under Section 17.1 above, affect, alter, modify or otherwise change any of the terms and conditions of this Agreement. 18. CONDITION OF PREMISES AT TIME OF TERMINATION. Upon termination of this Agreement, Licensee shall within thirty (30) days remove all of its facilities and all personal property and restore the Premises, as defined in this Agreement, to the condition in which it existed immediately prior to Licensee's construction on the Premises. City acknowledges that all of the equipment and personal property of Licensee shall remain the personal property of Licensee and shall not be deemed fixtures, and Licensee shall have the right to remove such facilities. City Manager may, at its sole discretion, agree to provide reasonable additional time to remove facilities. In such event, Licensee shall pay the License Payment as adjusted upward by twenty -five percent (25 %) until such time as the facilities and personal property are removed. In the event, the Licensee fails to remove the facilities and personal property as requested by the City Manager, the City Manager may remove the facilities and personal property at the cost of the Licensee. T- Mobile - Tustin Sports Park License Agmt 14 Site #: LA02338A 19. NON - INTERFERENCE WITH PUBLIC COMMUNICATIONS SYSTEMS. 19.1. Non - Interference with Public _ Safety Communication Systems. Before activating Licensee's Facilities, Licensee shall submit to a post- installation test to confirm that the "planning and frequency coordination" of Licensee's Facilities was successful in not interfering with the City of Tustin's Public and Safety radio equipment. The test will be conducted by the Communications Division of the Orange County Sheriff - Coroner Department or a Division - approved contractor at the expense of the applicant. This post - installation testing process shall be repeated for every proposed frequency addition and /or change to confirm the intent of the "frequency planning" process has been met. Licensee shall provide a 24 -hour phone number to which interference problems may be reported. To ensure continuity on all interference issues the name, telephone number, and address of a "single point of contact" in its Network Operations Center shall be provided to the City Manager prior to activation of Licensee's Facilities. 19.2. Notes to be Added to Licensee's Submitted Plans. Licensee recognizes that the frequencies used by the wireless facility located at the Premises are close to the frequencies used by the City of Tustin for public safety. This proximity will require extraordinary "comprehensive advanced planning and frequency coordination" engineering measures to prevent interference, especially in the choice of frequencies and radio ancillary hardware. This is encouraged in the "Best Practices Guide" published by the Association of Public- Safety Communication Officials- International, Inc. (APCO) and as endorsed by the Federal Communications Commission (FCC). Prior to the issuance of any permits to install the facility, Licensee shall meet in good faith to coordinate the use of frequencies and equipment with the Communications Division of the Orange County Sheriff - Coroner Department to minimize, to the greatest extent possible, any interference with the Public Safety 800 MHz countywide Coordinated Communications System (CCCS). Similar consideration shall be given to any other existing or proposed wireless communications facility that may be located on the subject property. The Licensee shall provide a 24 -hour phone number to which interference problems may be reported. To ensure continuity on all interference issues the name, telephone number, fax number, and e-mail address of a "single point of contact" in its Engineering and Maintenance Departments shall be provided to the City Manager upon activation of the facility. 20. MISCELLANEOUS PROVISIONS. 20.1 Authority of Signatories. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and each party shall indemnify the other fully, T- Mobile - Tustin Sports Park License Agmt 15 Site #: LA02338A including reasonable costs and attorney's fees, for any injuries or damages incurred in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 20.2 Integration and Amendments. The Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof. This Agreement may not be modified, amended, supplemented, or otherwise changed except in writing executed by both Parties. 20.3 Partial Invalidity. If any provision of the Agreement is declared to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. 20.4 Rights. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, either in law or in equity. 20.5 Governing Law. This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of California, with venue in Orange County. 20.6 Attorney's Fees. The substantially prevailing party in any legal action or lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any. 20.7 Assignment. Licensee shall not assign, collocate within the Premises, transfer or sublet any right or interest in this Agreement without written approval of the City Manager which such approval shall not be unreasonably be withheld provided, however, that Licensee may, without City's Approval, assign its interest in this Agreement to its parent company, any subsidiary or affiliate of it or its parent company or to any successor -in- interest or entity acquiring more than fifty percent (50 %) of its stock or assets, subject to any financing entity's interest, if any, in this Agreement. All other assignments shall require review and approval by the City. Upon a City- approved assignment, Licensee shall be relieved of all future performance, liabilities, and obligations under this Agreement, provided that the assignee assumes all of Licensee's obligations herein. 20.8 No Joint Venture. The Parties acknowledge and agree that this Agreement shall not be deemed or constructed as creating a partnership, joint venture or similar T- Mobile - Tustin Sports Park License Agmt 16 Site #: LA02338A association between the City and Licensee and the relationship between the Parties shall remain solely that of contracting Parties. 20.9 Notices. Any notice required to be given under this Agreement shall be provided in writing, unless otherwise indicated, and may be provided by personal service or first class mail, postage prepaid, or sent next - business -day delivery by a nationally recognized overnight courier as follows: To City: City of Tustin 300 Centennial Way Tustin, California 92780 Attention: City Manager's Office With a copy to: President ATS Communications 22642 Lambert Street, Suite 402 Lake Forest, CA 92630 To Licensee: T- Mobile USA, Inc. 12920 SE 38th Street Bellevue, WA 98006 Attn: Lease Compliance (Site #: LA02338A) 20.10 Time is of the Essence. Time is of the essence with respect to any act to be performed under this Agreement. 20.11 This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, personal representative and assigns. 20.12 Attachments. Attached hereto are the following, all of which constitute part of this Agreement: A. Attachment No. 1, Legal Description of Property (Tustin Sports Park) B. Attachment No. 2, The Premises T- Mobile - Tustin Sports Park License Agrat 17 Site #: LA02338A C. Attachment No. 3, Licensee's Facilities and Non - Exclusive Site Access Area D. Attachment No. 4, Agreement to Conditions Imposed E. Attachment No. 5, License Payment Direction Form F. Attachment No. 6, Addendum to Standard Form Communications Site License Agreement G. Attachment No. 7, Pre - Approved Assignment Entities [SIGNATURE PAGE FOLLOWS] T- Mobile - Tustin Sports Park License Agmt 18 Site #: LA02338A IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: City Clerk APPROVED AS TO FORM: By: X- ity Attorney LLC, ited liability company Approved as to for `Car�Lu Sr. Corporate Counsel T- Mobile - Tustin Sports Park License Agmt 19 Site #: LA02338A CITY OF TUSTIN Lo City Manager Attachment No. 1 Legal Description of Property (Tustin Sports Park) The land referred to in this Agreement is situated in the State of California, County of Orange, City of Tustin and is described as follows: Parcel 2 of Parcel Map No. 88 -316, in the City of Tustin, County of Orange, State of California, as shown on a map filed in Book 262, Pages 45 to 47 inclusive of Parcel Maps, records of Orange County, California. Excepting any and all oil, oil rights, minerals, mineral rights, natural gas rights and other hydrocarbons by whatsoever name known, geothermal steam and all products derived from any of the foregoing, that my be within or under the property, together with the perpetual right of drilling, mining, exploring and operating therefore and storing in and removing the same from the property or any other land, including the right to whipstock or directionally drill and mine from lands other than the property, oil or gas wells, tunnels and shafts into, through or across the subsurface of the property and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintian, repair, deepen and operate any such wells or mines; but without however, the right to drill, mine, store, explore or operate through the surface or the upper 500 feet of the subsurface of the property, as reserved by The Irvine Company, a Michigan corporation in Gant Deed recorded May 21, 1991, as Instrument No. 91- 249110 Offical Records. Assessor's Parcel Number: 501- 112 -05 thru 12, 501 - 112 -14 & 501 - 112 -16 Tustin Sports Park License Agmt Site #: LA02338A Attachment No. 2 The Premises See the attached: Drawings dated 07/01/02, Sheets T -1, A -0, C -1 and C -2 identified with Site Information: Tustin Sports Park. Drawings dated 9/19/13, Sheets T -1, T -2, A -1, A -2 and A -3 identified with Site Information: Tustin Sports Park. Tustin Sports Park License Agrat Site #: LA02338A 1. �v 1 Tustin Sports Park License Ag nt Site #: LA02338A as . Ch-1 •- wL � �p r X. t i.1:t111W =1 zirt�iao(o 3t t .ILjt'lbulo �� Cz-� i V)a CL DOQ�t Xg. ;_ =_ M in LO— YF 3 j ,���,s w ,j g Z a t�1 S3 a �;' "f a iG 7i�15 ��3eyyi :t FGi .iS� S i I —! ::) 8 q. �qf Q_ r o : �_ € i N is � � ZIhi E:lxc �,� 43 �' t a a si tt3 p, 14 1 €1 "i #;4 if4I-t_jFe i i �s 6 s`i Y: B " 3 ?" 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Tustin Sports Park License Agmt Site #: LA02338A ..I Tustin Sports Park License Agmt Site #: LA02338A SSM)JIM Aeln 'U10 X. N CO 44� I'M Aw - A — It. R i/ I U LL It -4. < ! f U T i < LU ILA < If .'� 's I � ,� '�i,G - \_ .I( 4 all 333333ti rte_ . Y I , -.aea < I C4 gif; �g. 04, 4 iL aha 5:31 Tustin Sports Park License Agmt Site #: LA02338A 6; 'Efif 3 F 6 kf` NS I- 0843 r8 aa'V.: wsnt k�Jllcot _..S_1^C8q Is't" ssa�a maw w�`�i+n J[V1L1(1 x1F u 9 ';W, PWV 23n(5vOfog g 3. . _�� $ Kees$ loci 1 A .0 a 1 0 / f �I { :u. 1 H rr 0 G jx L Tustin Sports Park License Agmt Site #: LA02338A d ..r ry Tustin Sports Park License Agmt Site #: LA02338A a a CO g M � N w z IL J o �Qy;g s�FB a N 2 9 CO 0 4 z N T-r�y t+1 � dad gg egg' B S8 W o Br CL E Eli! E 14 aR � 0 P i$ J a m m U N .p CO Ol♦ O OO m W ^' N 0Q LU z U1 litl g � P!$�4h�°3! J a Z a O _b z g .3g g is alb U 0 z s vwi.I f H Q m g Ede Q pill' N a pE 0 r g (, E E ` E E .9 �J h �$ yg ggg IjI Q a g5 U a l 6tSy 3 $ lg j g: a ` *E F J o ~ w E a E _ N N F Tustin Sports Park License Agmt Site #: LA02338A Attachment No. 4 Agreement to Conditions Imposed NA Tustin Sports Park License Agmt Site #: LA02338A Attachment No. 5 License Payment Direction Form Licensee shall make monthly rent deposits to the following: Account Name PSRS ATS Communications - Municipal Lockbox Account Tax I.D. # 42- 1543928 Bank Contact Name Mary F. Nauert mnauert@psrs.com Bank Phone# 858 -522 -1420 Bank FAX# 858 - 514 -2105 Please have the remittances sent to the following address: Pacific Southwest Realty Services Attn: Mary F. Nauert 8840 Complex Drive, Suite 101 San Diego, CA 92123 City of Tustin Authorization: Tustin Sports Park License Agmt Site #: LA02338A Attachment No. 6 Addendum to Standard Form Communications Site License Agreement [NONE] Tustin Sports Park License Agmt Site #: LA02338A Attachment No. 7 Pre - Approved Assignment Entities Please see the attached letter dated 11/29/12 and the following documents detailing the entity history of the site: • Certificate of Amendment to Articles of Organization for a Nevada Limited Liability Company dated 02/15/05 for the Pacific Bell Wireless, LLC name change; and • State of Delaware Certificate of Merger of Domestic Limited Liability Company into a Domestic Corporation dated 06/17/09 for the T- Mobile West Corporation and TMO CA/NV Holdings LLC merger; and • State of Delaware Certificate of Conversion from a Corporation to a Limited Liability Company Pursuant to Section 18 -214 of the Limited Liability Company Act dated 06/25/12 on behalf of T- Mobile West LLC; and • State of Delaware Limited Liability Company Certificate of Formulation dated 06/25/12 on behalf of T- Mobile West LLC; and • Officer's Certificate dated 10/17/12 from T- Mobile USA, Inc. demonstrating the subsidiaries of T- Mobile USA, Inc. Tustin Sports Park License Agmt Site #: LA02338A • - Mobile •- December 3, 2013 City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 Re: The proposed Communications Site License Agreement by and between the City of Tustin and T- Mobile West LLC (the "Agreement ") Site Name: Tustin Sports Park — LA02339A Dear City Manager: In connection with the parties entering into the above - mentioned Agreement, this letter will serve to explain T- Mobile's successor history: • As of February 15, 2005, Pacific Bell Wireless, LLC changed its name to TMO CA/NV LLC. o Attached is the Certificate of Amendment to Articles of Organization reflecting the name change filed with the Nevada Secretary of State. • TMO CA/NV LLC is a wholly owned subsidiary ofTMO CAlNV Holdings LLC. • As of June 30, 2009, TMO CA/NV Holdings, LLC merged into T- Mobile Corporation with T- Mobile West Corporation as the surviving entity. o Attached is the Certificate of Merger filed with the Delaware Secretary of State reflecting this merger. • As of June 25, 2012, T- Mobile West Corporation converted from a corporation to a limited liability company and changed its name to T- Mobile West LLC. o Attached is the Certificate of Conversion from a corporation to a limited liability company and Certificate of Formation on behalf T- Mobile West LLC filed with the Delaware Secretary of State reflecting the conversion and name change. This letter confirms that as of June 25, 2012, T- Mobile West Corporation is no longer in existence. T- Mobile West LLC remains a wholly owned subsidiary of T- Mobile USA, Inc. and has retained T- Mobile West Corporation's federal EIN. As the successor in interest to T- Mobile West Corporation, the new entity (1) remains under the same control as the old entity, and (2) retains all the same assets (all of the leases with T- Mobile West Corporation are transferred to T- Mobile West LLC) and liabilities as the old entity. Additionally, the connection between Pacific Bell Wireless, LLC and Cingular Wireless is that Pacific Bell Wireless, LLC used the fictitious business name "Cingular Wireless" as evidenced by the Fictitious Business Name Statement filed with the County Clerk's Office on May 30, 2001 (a copy of the Fictitious Name Statement is attached). Should you have any questions concerning the above, please feel free to call me at (949) 567 -6864. Sincerely, &Lh Carolyn Luong Senior Corporate Counsel Enclosures DEAN HELLER 0 Secretary of State 204 Noah Cam n Street, Sups 1 Carson City, Nevada 88701-4299 (776) 684 6708 Website: secretwyofstate.biz LLA446 -1999 be M6901 Date Filed:: 2/15/2005 11:40:39 AM In the office of Dean Heller Secretary of State hMomint Read Affached 1ASflUC1knS befm compktrn9 form. ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Organization For a Nevada Limited- Liabiilty Company (Pursuant to NRS 86.221) 1. Name of limited - liability company: Pacific Bell Wireless, LLC 2. The company is managed by (check one): Q managers or F-1 members 3. The articles have been amended as follows (provide articles numbers, if available):* AMENDMENT ONE: Article 1, NAME - The name of the Company is as follows: TMO CA /NV, LLC AMENDMENT TWO: Article 4, MANAGEMENT - The Manager of the Company shall be David A. Miller, 12920 S8 38th Street, Bellevue, WA 98006 4. Signature (m9 alt be igned by at least one manager or by a managing member). Signature vL ' 1) If amending company name, it must contain the words 'Limited - Liability Company, "Llmited Company,* or 'Limited' or the abbreviations *Ltd.,"LLC.,' or'LC. , 'LLC' or 'LC.' The word 'Company' maybe abbreviated as 'Co.' 2) if adding managers, provide names and addresses. FILING FEE: $175.00 iMPORTANT: Failure to Include any of the above information and submit the proper fees may cause this filing to be rejected. SUBMIT IN DUPLICATE This form must be aceamponlod by approprfare fees. See attached fee schedule. Nevada Saernhry al Swa w EaNnomy9Aa3 Rushed Get I W3"3 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS-A,TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "TMO CA /NV HOLDINGS LLC ", A DELAWARE LIMITED LIABILITY COMPANY, WITH AND INTO "T— MOBILE WEST CORPORATION" UNDER THE NAME OF :::::a:::.�r.T- MOBILE,, WEST CORPORATION.. "..,;::,A.:: CORP_ ORATION..> ORGANLLED ..:�iND :...:...:.:..:......... . ..... ............................... _............... ...........................__.. _ _. _... .. _.... ................ ., _. ............ ..... ........ . .............. ..... ..... ......... .._._._.................... ............................... . EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS.RECEIVED AND FILED IN THIS,OFFICE THE TWENTY —SIXTH DAY OF JUNE, A.D. 2009, AT 7:30 O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTIETH DAY OF JUNE, A.D. 2009, AT 9:50 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 2516821 8100M 090655179 You may verify this certificate onaine at corp.dela"are.gov /authvor,shtm2 Jeffrey K Bullock, Secretary of State AUTHEN C TION: 7390367 DATE: 06-29-09 Secretary of State Division of Corporations Delivered 07:40 PM 0612612009 FILED 07:30 PM 0612612009 SRV 090655179 - 2516821 FILE STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC LIMITED LIABILITY COMPANY INTO A DOMESTIC CORPORATION Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18 -209 of the Delaware Limited Liability Company Act, the undersigned corporation executed the following Certificate of Merger: FIRST: The name of the surviving corporation is T-Mobile West: Corporation , a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is :::.::. :::::::: ......:.::;:::::TMO...CAINV -:H4 ,DING,.S, ....LLC....... .................... ... .. . SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company. THIRD: The name of the surviving corporation is T- Mobile West Corporation FOURTH: The merger is to become effective on June 30, 2009• at: 4.50 p. m. EDT FIFTH: The Agreement of Merger is on file at I2920 Ss 38th Street Bellevue, WA 98006 , the place, of business of the surviving corporation. SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company. SEVENTH: The Certificate of Incorporation of the surviving corporation shall be it's Certificate of Incorporation IN WITN M, WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 17th day of June ,A,D., 2009 By: A orized Officer Name :David A. Miller Print or Type Title: Senior Vice President, General Counsel and Secretary 8- ,o04.2 Delaware First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERT'I'FY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE CORPORATION UNDER THE NAME OF "T- MOBILE WEST CORPORATION" TO A DELAWARE S,IMITED LIABILITY COMPANY, CHANGING ITS NAME FROM "T MOBILE WEST CORPORATION" TO "T- MOBILE WEST LLC ", FIZED IN THIS OFFICE ON THE TWENTY -FIFTH DAY OF JUNE, A.D. 2012, AT 8:03 O'CLOCK A.M. 2616821 8100V 120770831 You may vorify this cortificato oniine at corp.de1avare,gov 1authvor,9htm1 Jeffrey K Bullock, secretary of State AUTHEN K,C TION: 9665511 DATE; 06- 25-12 State of Delaware Secretary of State Division of Corporations Delivered 08;03 AM 0612512012 FILED 08:03 AM 0612512012 SRV 120770831 - 2516821 F7LS i STATE OF DELA WARE j CERTIFICATE OF CONYERSION 1 F'RONI A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18 -214 OF THE LIMITEDUABILITY COMPANY ACT 1', The jurisdiction where the corporation first formed is Delaware. 21 The jurisdiction immediately prior to filing this certificate is Delaware. i. 1 The date the coi -poration first fonned is June 1 G, 1995. 4, The name of the corporation immediately prior to filing this certificate is T- Mobile West Corporation. 5, The name of the limited liability company as set forth in the Certificate of Formation is T- Mobile West LLC. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion on June 25, 2012 as of 8:00 a.m. EST. By David A. Miller, Authorized Person Defaware PAGE 2 2re .first State- X, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT CO.F'Y OF CERTIFICATE OF FORMATION OF "T- MOBILE WEST LLC" FILED IN THIS OFFICE ON THE TWENTY -FXFTH DAY OF JUNE, A.D. 2012, AT 8:03 O CLOCK A.M_ ., 2516821 8100V 120770831 You may verify this cort1ficate online at corp.delaware.gov/authver.shtml Jeffrey W. Bullock, Secretary of state AUTHEN C TION: 9665521 DATE: 06 -25 -12 State of Delaware Secretary of State Division or Corporations Delivered 08;03 AM 0612512012 FTLED 08:03 AM 0612512012 SRV 120770831 - 2516821 FILE STATE OF DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE, OF FORMATION 1. The name of the limited liability company is T- Mobile West LLC. 2. Tho address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of its registered agent at such address is Corporation Service Company. IN WITNESS WFTFUOF, the undo signed has executed this Certificate of Formation on June 25, 2012 at 8:00 a.m. EST. 13y�z� Gi David A. Miller, Authorized Person i i i l�l�ll�lll�lhl�l IIIN�IItlI LEAD SHEET 01- 0932117 nr-WK1Jt: ]1F1LED IN Q ' "fCfAt f; RE� p RECORDER'S Q�wf1C 41116. LOSANJGELES CAUFORfC UNTY :rx: 11:21 AM MAY 30 2001 PACE A60VE THfS 11 L1V' E III O1'�... RIS ERS IlSE..� � RECO � TITLE(S) Fictitious Name Statement FEE F E $110. BF &R CODE 20 CODE 19 CODE 9 Assessor's Identification Number (AIN) To Be Completed By Examiner OR Title Company In Black Ink TNiC PnRM 1A NnT Tn RF ni im iCATFn Fj D.T.T. Number of Parcels Sh4 19 AMME . . ........... 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