LICENSE AGREEMENT This License Agreement License is between the CITY

LICENSE AGREEMENT This License Agreement (“License”) is between the CITY OF SUGAR LAND, TEXAS (“City”) and T-MOBILE WEST CORPORATION (“T-Mobile”) Recitals: T-Mobile has requested and the City has agreed to allow T-Mobile by license to use the City’s real property located in the City of Sugar Land, Fort Bend County, Texas, to operate a communication transmission facility. Agreement: In consideration of the promises of each, the City and T-Mobile agree as follows: A. Definitions. In this Agreement: Antenna Facility means a communications facility consisting of tower and base, antennae, microwave dishes, and associated cabling and equipment as more particularly described in this License and as shown in Exhibit A. Authorized Personnel means employees, engineers, technicians or agents of TMobile (or persons or entities under direct supervision thereof) who either: (1) carry an identification badge identifying them as employees or agents of T-Mobile; or (2) are employees, engineers, agents, contractors or technicians acting on T-Mobile’s behalf. City means the City of Sugar Land, a municipal corporation. Effective Date (of this License) means, if approved, the date that City Council approves a conditional use permit for the Antenna Facility under the process in Article VII of the Development Code. License means the rights granted to and obligations imposed upon T-Mobile under this License Licensed Premises means the real property owned by the City as described in Exhibit A. T-Mobile means T-Mobile West Corporation, a Delaware corporation, which is a wholly-owned subsidiary of T-Mobile USA, Inc. tmobilelicenseagreement 2/7/05 B. USE OF LICENSED PREMISES. 1. The Licensed Premises are licensed to T-Mobile as a site for T-Mobile to erect, construct, operate, maintain, repair, and replace an Antenna Facility. 2. Antennae will be placed on a tower, and the antennae will be connected to the radio equipment with coaxial cable running from the radio equipment to each antenna. The radio equipment will be supplied with power and telephone (T-1) service by lines connected to power or telephone cables existing on or adjacent to the Licensed Premises as shown in Exhibit A-1. 3. T-Mobile will construct a 20’-wide concrete access driveway across the Licensed Premises extending from the intersection of Ulrich and Guenther Streets, as shown in Exhibit A-1. 4. The Antenna Facility will be enclosed within an approximate 50’ by 50’ area as shown in Exhibit A-1. T-Mobile will construct a 6’ chain link fence around the enclosure and plant and maintain evergreen shrubs around the perimeter of the fence that grow at least to a height of 6 feet. 5. T-Mobile will light its tower at the Licensed Premises if so required by the Federal Aviation Administration (“FAA”), and T-Mobile will comply with any applicable FAA rules, regulations and laws. 6. T-Mobile and its Authorized Personnel may access the Licensed Premises for the purpose of maintenance, repair, replacement, and removal of the Antenna Facility at any time, subject to following: (a) The City’s reasonable security requirements; (b) T-Mobile will furnish the City with a key or the combination of any lock securing the site of T-Mobile’s equipment so the City may inspect T-Mobile’s equipment at any time; provided, however, that in no event will City, its employees, officers, or agents remove, relocate, modify, alter or otherwise tamper with T-Mobile’s equipment; and (c) The City will not make any hard electrical connections to any of T-Mobile’s equipment without T-Mobile’s prior written consent. 7. All facilities T-Mobile provides and installs on the Licensed Premises remain the property of T-Mobile and T-Mobile may remove the same at any time during or within 90 days after the termination of this License. T-Mobile will continue to pay the City license fees until T-Mobile removes its property from the Licensed Premises. T-MOBILE LICENSE AGREEMENT/Page 2 tmobilelicenseagreement 2/7/05 8. T-Mobile will abide by all federal, state and local rules and regulations in the operation of the Antenna Facility, including acquiring required licenses and permits. C. TERM. This License is not effective unless a conditional use permit for the Antenna Facility is approved under the procedures in Article VII of the City’s Development Code. If approved, this License begins on the Effective Date and ends at 11:59 p.m. on the day immediately preceding the tenth (10th) anniversary of the Effective Date (the “Primary Term”). The parties may extend this License for up to five (5) additional and successive five-year periods (the “Renewal Periods”) as follows: (1) At least 18 months before the expiration of the Primary Term or a Renewal Period, as the case may be, T-Mobile will notify the City in writing, in accordance with Section O, below, that it wishes to extend the License for one Renewal Period. (2) If the City fails to notify T-Mobile in writing, in accordance with Section O, below, within 6 months of receiving T-Mobile’s request to extend, that the City will not extend the License as requested, the License will automatically extend for one Renewal Period. (3) If the City notifies T-Mobile in writing, in accordance with Section O, below, within 6 months of receiving T-Mobile’s request to extend, that the City will not extend the License as requested, the License will terminate at the end of current Primary Term or Renewal Period, as the case may be. D. UTILITIES. T-Mobile will, at its own expense, contract with a third party provider for any electric, telephone, telecommunications, or similar utility services, and will be responsible for the installation of any meters or associated equipment needed to serve its Antenna Facilities on the Licensed Premises. T-Mobile will obtain the City’s prior approval in writing of the location of any meters, lines, or associated electrical or utility equipment to be located on the Licensed Premises that is not shown on Exhibit A. By approving the location of any third party meters, lines, or associated equipment, the City grants access rights to T-Mobile across the City’s Licensed Premises for the purpose. E. COMPLIANCE WITH LAWS. T-Mobile will, at its expense, conduct all operations on the Licensed Premises in compliance with all laws, ordinances, rules, regulations, orders or directives of any government authority, and will not commit or allow to be committed any public or private nuisance thereon. T-Mobile will comply the conditional use permit for the Antenna Facility, if approved, the terms of which automatically are incorporated into this License upon approval and supersede any conflicting provisions with this License. F. WARRANTY. The City warrants that its title to the Licensed Premises is sufficient for the City to grant this License to T-Mobile for the purposes contained in this License. The City also warrants to T-Mobile that this License includes access to the T-MOBILE LICENSE AGREEMENT/Page 3 tmobilelicenseagreement 2/7/05 Licensed Premises by T-Mobile, and that T-Mobile may quietly enjoy the Licensed Premises without disturbance except as provided for in this License. G. LICENSE FEE. 1. T-Mobile will pay to the City an annual license fee for the use of the Licensed Premises. The license fee for the first year is $12,000.00. The annual license fee will automatically increase each year by three percent (3%), effective on each anniversary of the Effective Date. 2. T-Mobile will pay the license fee to the City during the first calendar month following the Effective Date, and each year thereafter during the same month of each year of the Primary Term and any Renewal Period. 3. T-Mobile will send or tender all license fee payments to the City at the City’s address specified in this License or other place as the City may designate upon 30 days advance written notice to T-Mobile. A change of ownership in the Licensed Premises is not effective upon T-Mobile until 30 days after the City notifies T-Mobile of the change in ownership. 4. After termination of the License, T-Mobile will continue to pay to the City a license fee until all of T-Mobile’s personal property is removed and any damages caused by T-Mobile to the Licensed Premises is repaired. H. TERMINATION WITHOUT DEFAULT. 1. T-Mobile may terminate this License at any time by giving 30 days written notice to the City of its intention to do so, after the expiration the first five (5) years of the Primary Term. 2. Any provision of this License that imposes an obligation upon T-Mobile that extends beyond the termination of this License, survives termination of this License. I. TERMINATION FOR DEFAULT. 1. Either party may terminate this Agreement as provided in this paragraph if the other party fails to comply with a provision of this Agreement. The party claiming a default by the other party will give written notice specifying the default and what must be done to correct the default. If the party receiving the notice fails to correct the default within 30 days of receiving the notice of default, the other party may terminate this Agreement by providing notice of termination to the other party. 2. If a claimed default cannot reasonably be cured within 30 days, the other party will not be deemed to be in default if the other party promptly attempts to cure the default T-MOBILE LICENSE AGREEMENT/Page 4 tmobilelicenseagreement 2/7/05 upon receiving notice and thereafter cures the default within 60 days from receipt of the notice. 3. T-Mobile’s right to cure does not apply to T-Mobile’s failure to pay when due the annual License Fee required under this License. J. ASSIGNABILITY. 1. T-Mobile may not assign the License without the prior written consent of the City unless the assignment is: (a) to an affiliate or subsidiary of T-Mobile; (b) to TMobile’s successor by operation of law or otherwise; (c) in connection with any public offering of interests by T-Mobile; or (d) to any affiliate or subsidiary or other party as may be required in connection with any offering, merger, acquisition recognized security exchange or financing. Upon acceptance of any assignment of this License (together with a copy of such assignee’s written assumption of T-Mobile’s obligations hereunder), the City will look solely to the assignee for the satisfaction of T-Mobile’s obligations. 2. T-Mobile may allow any other party to make use of T-Mobile’s communication transmission facilities or equipment or sublease or sublicense space within the Licensed Premises without consent of the City, but the use does not release TMobile from any of T-Mobile’s obligations under this License. K. REMOVAL OF PROPERTY. T-Mobile will, within 90 days after the termination of this License: 1. Dismantle and remove all property and improvements placed by T-Mobile on the Licensed Premises or land adjacent to the Licensed Premises. 2. Restore the Licensed Premises to substantially their original condition as of the Effective Date, reasonable wear and tear excepted. 3. Repair any damage to the Licensed Premises. L. INSURANCE AND INDEMNITY. 1. T-Mobile will provide insurance in compliance with the provisions of Exhibit B. 2. T-Mobile will indemnify and hold harmless the City from and against any and all claims, suits, causes of action and damages of any kind or nature, arising from, or relating to the use of the site by T-Mobile, its employees, agents, or T-Mobiles unless such claim or damage is the result of the act, omission or negligence of City, its employees, officers, agents or contractors. IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERICAL LOSS, LOST PROFITS OR SAVINGS OR T-MOBILE LICENSE AGREEMENT/Page 5 tmobilelicenseagreement 2/7/05 OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULLEST EXTENT SUCH MAY BE DISCLAIMED BY LAW. M. HAZARDOUS MATERIALS. T-Mobile will not use any part of the Licensed Premises for the disposal, storage, treatment, processing, manufacturing or handling of hazardous wastes, hazardous substances, asbestos or other materials (“Hazardous Materials”) deemed hazardous or otherwise subject to any federal, state, county or municipal laws, statutes, codes, rules, regulations or ordinances pertaining to the use, handling, disposal, storage, treatment, processing or manufacturing of Hazardous Materials or similar materials and substances. N. DEBT SECURITY. 1. T-Mobile may, without the City’s consent, pledge, mortgage, convey by deed of trust or security deed, assign, create a security interest in, or otherwise execute and deliver any and all instruments for the purpose of securing a bona fide indebtedness, any or all of T-Mobile’s interest in this License. 2. Promptly on T-Mobile’s or T-Mobile’s lender’s request, the City will execute and deliver the following documents requested and prepared by any of T-Mobile’s lenders: (a) waivers of City’s right to levy or distrain upon for rent of any of T-Mobile’s property given as security for a debt; (b) City’s estoppel certificate and agreement; (c) consents to giving notice to T-Mobile’s lender(s) in the event of T-Mobile’s default under the provisions of this Agreement; and (d) consents to T-Mobile’s assignment to any lender(s) of any and all of T-Mobile’s interest in or to this License. O. NOTICES. All notices pertaining to this License are considered as delivered when mailed to the following addresses by registered or certified U.S. mail, return receipt requested, or by a nationally recognized courier service that provides proof of delivery. Either party may from time to time designate a different address by written notice to the other party. City: City of Sugar Land 2700 Town Center Boulevard North Sugar Land, Texas 77479 Attn: City Manager Director of Parks and Recreation 200 Matlage Way Sugar Land, Texas 77487 T-Mobile West Corporation 2 Greenway Plaza, Suite 1100 Houston, Texas 77406 (713) 407-3403 Attn: Lease Administrator Copy to: T-Mobile: T-MOBILE LICENSE AGREEMENT/Page 6 tmobilelicenseagreement 2/7/05 With a copy to: T-Mobile USA, Inc. 12920 SE 38th Street Bellevue, WA 98006 Attn: PCS Lease Administrator With a copy to: Attn: Legal Dept. P. MISCELLANEOUS 1. This License is binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns and legal representatives (where assignment is allowed). 2. This License is construed and governed by the laws of the State of Texas. Venue for any action involving this Agreement may only be brought in Fort Bend County. 3. This License may be amended only in writing, executed by both parties hereto or their permitted transferees. 4. If any provision of this License is held to be invalid, the invalidity does not affect any other provision of this License. 5. The headings of the paragraphs of this License are for the guidance and convenience of reference only and do not affect any of the provisions hereof. 6. This License may be executed in any number of counterparts, each of which will be considered an original instrument, and all of which together will constitute one and the same instrument. 7. This License contains the entire agreement between the parties and supersedes all other negotiations and agreements, whether written or oral, regarding the subject matter hereof. 8. Exhibit A consisting of pages T-1, A-1, A-2 and A-3 is attached to this License and incorporated by reference. CITY OF SUGAR LAND By: ______________________________ Allen Bogard, City Manager ATTEST: Date: _____________________________ _______________________ T-MOBILE LICENSE AGREEMENT/Page 7 tmobilelicenseagreement 2/7/05 Glenda Gundermann, City Secretary Reviewed for Legal Compliance: T-MOBILE WEST CORPORATION By: _____________________________ Signature Printed Name: Keith A. Haydon Title: Area Director, Engineering & Operations Date: _____________________________ ATTEST: _____________________________ Exhibits: A - Licensed Premises and Antenna Facility (__4_ pages) B - T-Mobile Insurance Requirements T-MOBILE LICENSE AGREEMENT/Page 8 tmobilelicenseagreement 2/7/05 Exhibit A- Licensed Premises and Antenna Facility (to be attached) T-MOBILE LICENSE AGREEMENT/Page 9 tmobilelicenseagreement 2/7/05 Exhibit B. T-Mobile shall provide and maintain the minimum insurance coverages set forth below during the term of its agreement with the City. 1. Commercial General Liability insurance at minimum combined single limits of $1,000,000 per-occurrence and $2,000,000 general aggregate for bodily injury and property damage, which coverage shall include products/completed operations ($1,000,000 products/ completed operations aggregate), and XCU (Explosion, Collapse, Underground) hazards. Coverage must be written on an occurrence form. Contractual Liability in the policy of Commercial General Liability must be maintained covering T-Mobile’s obligations concerning bodily injury and property damage as contained in the License Agreement between T-Mobile and the City. The general aggregate limit must be at least two (2) times the each-occurrence limit. 2. Workers’ Compensation insurance at statutory limits, including Employer’s Liability coverage a minimum limits of $500,000 each-occurrence each accident/$500,000 by disease each-occurrence/$500,000 by disease aggregate. 3. Commercial Automobile Liability insurance at minimum combined single limits of $1,000,000 per-occurrence for bodily injury and property damage, including owned, non-owned, and hired car coverage. Any Subcontractor(s) hired by T-Mobile shall maintain insurance coverage equal to that required of T-Mobile. It is the responsibility of T-Mobile to assure compliance with this provision. The City of Sugar Land accepts no responsibility arising from the conduct, or lack of conduct, of the Subcontractor. A Comprehensive General Liability insurance form may be used in lieu of a Commercial General Liability insurance form. In this event, coverage must be written on an occurrence basis, at limits of $1,000,000 each-occurrence, combined single limit, and coverage must include a broad form Comprehensive General Liability Endorsement, products/completed operations, XCU hazards, and contractual liability. With reference to the foregoing insurance requirement, T-Mobile shall specifically endorse applicable insurance policies as follows: 1. The City of Sugar Land shall be named as an additional insured with respect to General Liability and Automobile Liability. 2. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions. 3. A waiver of subrogation in favor of The City of Sugar Land shall be contained in the Workers’ Compensation and all liability policies. T-MOBILE LICENSE AGREEMENT/Page 10 tmobilelicenseagreement 2/7/05 4. T-Mobile will immediately notify The City of Sugar Land of any reduction in the insurance coverage that affects this Agreement. 5. All insurance policies shall be endorsed to the effect that The City of Sugar Land will receive at least thirty- (30) days' notice prior to cancellation or non-renewal of the insurance. 6. Required limits may be satisfied by any combination of primary and umbrella liability insurances. 7. Insurance must be purchased from insurers with an AM BEST rating of A minus or better. All insurance must be written on forms filed with and approved by the Texas Department of Insurance. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting the following: 1. Sets forth all endorsements and insurance coverages according to requirements and instructions contained herein. 2. Shall specifically set forth the notice-of-cancellation or termination provisions to The City of Sugar Land. A valid certificate of insurance verifying each of the coverages required above shall be issued directly to the City of Sugar Land within ten (10) business days after the Effective Date. The certificate of insurance shall be sent to: City of Sugar Land Finance / Purchasing 10405 Corporate Dr. Sugar Land, TX 77478 T-MOBILE LICENSE AGREEMENT/Page 11 tmobilelicenseagreement 2/7/05