Executed Communications Facilities License Agreement with T-Mobile-T96699STATE OF TEXAS §§ COMMUNICATIONS FACILITIESCOUNTY OF DALLAS § LICENSE AGREEMENTThis non-exclusive Communications Facilities License Agreement ("Agreement") is madeby and between the City ofCoppell ("City") and T-Mobile West LLC, a Delaware limited liabilitycompany ("Licensee"), (each a "Party" and collectively the "Parties"), acting by and through theirrespective authorizedrepresentatives.In consideration of the terms and covenants of this Agreement, and for other good andvaluable consideration, the Parties agree as follows:Article ILicensed Property1.1 City is the titleholder of that certain real property commonly known as Andy BrownPark Central, 364 N. Denton Tap Road, Coppell, Texas 75019 ("Property") which is described on theattached Exhibit "A". The Parties agree that the legal description of the City's Property may beattached as Exhibit "A" after execution of this Agreement.1.2 Licensee hereby desires to lease a portion of City's certain portion of the property("Tower") located on the Property, together with obtaining a right of access and a right to maintainreal property at such existing locations and set forth in Exhibits "B1-B4 and C1-C3". Licenseeshall have the right to run cables and wires under, over and across City's Property to connectLicensee's equipment on the Tower to its equipment in its facility located on the Property. Licenseemay park its vehicles on the Property when constructing, removing, replacing, and/or servicing itscommunications facility on the Property.U LICENSEE UNDERSTANDS, ACKNOWLEDGES AND AGREES THATNEITHER CITY NOR ANY AGENT, EMPLOYEE OR OTHER PERSON ACTING ONBEHALF OF THE CITY, HAS MADE ANY, AND THE CITY EXPRESSLY DISCLAIMSEVERY, REPRESENTATION, WARRANTY (INCLUDING WARRANTY OF FITNESSFOR A PARTICULAR PURPOSE AND HABITABILITY), ASSURANCE, GUARANTYOR PROMISE, EXPRESS OR IMPLIED, CONCERNING THE STATUS OFTHE TITLEOR CONDITION OF THE PREMISES WHICH ARE NOT EXPRESSLY SET FORTH INTHIS AGREEMENT AND THAT NO AGENT OR EMPLOYEE OF THE CITY OROTHER PERSON HAS ANY AUTHORITY TO MAKE OR DELIVER ANYREPRESENTATION, WARRANTY, ASSURANCE, GUARANTY OR PROMISE WHICHIS NOT SET FORTH IN THIS AGREEMENT.TM96699PAGE 1 dry OF COPFELL AND T-MOBILECOMMUNICATIONS FACIUTIES LICENSE AGREEMENTTMO Site TO: DA01296C
Article IITermUpon execution by City and Licensee, the Initial Term of this Agreement shall be five (5)years, commencing on June 25, 2018 ("Commencement Date"). Upon mutual agreement by bothCity and Licensee, Licensee shall have the right to extend this Agreement for one additional five-year term ("Renewal Term"), subject to all the terms and conditions of this Agreement. ThisAgreement shall automatically be renewed for the Renewal Term unless either Party notifies theother Party of its intention not to renew the Agreement at least sixty (60) days prior to the expirationof the original term.Article IIILicense Fee3.1 License fee shall be paid monthly, on the same day of the month as theCommencement Date, each month, in advance, to the City, or to such other person, firm, or placeas City may, from time to time, designate in writing at least thirty (30) days in advance of anylicense fee payment date.(a) The License fee for the first year of this Agreement shall be Thirty-ThreeThousand Dollars ($33,000.00) for the initial antenna/transmitter. The feeshall increase by three percent (3%) annually thereafter.In the event that Licensee wishes to install additional antennas/transmitterson the Tower, Licensee shall submit their request in writing, along withdetailed design infonnation, to City for review. The authorization or denialof any additional antennas/transmitters shall be at the City's sole discretion.(b) If this Agreement is tenninated at a time other than on the last day of alicensed term, fee shall be prorated as of the date the Tower and premisesare restored to their condition on the Commencement Date of thisAgreement, normal wear and tear excepted, and, in the event of terminationfor any reason other than nonpayment of license fee, all prepaid license feeprorated after said date shall be refunded to Licensee. In the event oftermination for any other reason than nonpayment of fee, the prorated feeto be returned to Licensee is subject to deductions of costs incurred by Cityif Licensee fails to remove equipment within) sixty (60) days of notice oftermination, unless extended for cause by the city.Article TVUse4.1 Licensee may use the Licensed Property for the installation, operation, andmaintenance of facilities for the transmission and reception of radio communication signals andfor the operation of related equipment in accordance with the provisions of this Agreement.Licensee shall use the licensed premises in compliance with all federal, state, local laws andregulations. If for any reason Licensee's use of the licensed premises fails to comply with anyPAGE 2 ClTyOFCOPPELLANDT-MOBILECOMMUNICATIONS FACIUTIES LICENSE AGREEMENTTMO Site ID: DA01296C
federal, state or local law and Licensee fails to bring its use within compliance within thirty (30)days of written notice of such noncompliance, this Agreement shall be terminated as providedherein, unless sooner authorized by such law. City agrees to reasonably cooperate with Licenseein obtaining, at Licensee's expense, all licenses and permits required for Licensee's use of thelicensed premises.42 Licensee may not sublet to or license others to use the Licensed Property orLicensee's Antenna Facilities without the prior written consent of City. Any such attempt byLicensee shall be without effect and may at City's option result in the termination of thisAgreement.Article VInstallation of Improvements; Access; Utilities5.1 Licensee shall have the right, at its sole cost and expense, to install, operate andmaintain the facilities on the licensed portions of the Tower described in Exhibit "B" attachedhereto, which facilities include radio transmitting and receiving antennas (the "AntennaFacilities"). Licensee's installation of all such equipment, personal property, and facilities shall bedone according to plans approved by City, and no equipment or property shall be subsequentlyrelocated without City's approval, which approval shall not be unreasonably withheld or delayed.The Antenna Facilities shall remain the exclusive property of Licensee, subject to the provisionsof Article 7 of this Agreement.52 Licensee may update or replace the Antenna Facilities from time to time with theprior written approval of City, provided that the replacement facilities are not greater in number orsize than the existing facilities and provided that their location on the licensed portions of the Toweris satisfactory to City. Licensee shall have the right to transmit and receive on any and all frequenciesfor which Licensee has been granted a license by the FCC; however. Licensee cannot interfere withCity of Coppell or other public safety frequencies. Licensee shall submit to City a proposal for anysuch replacement facilities, and for any supplemental materials as may be reasonably requestedfor City's evaluation and approval, which approval shall not be unreasonably withheld or delayed.All costs for required structural studies will be paid by Licensee within forty-five (45) days ofreceipt of a detailed invoice.53 Licensee shall have the right, at its sole cost and expense, to install, operate andmaintain on the licensed portions of the Property the improvements described in Exhibit "A"attached hereto, which improvements include a structure to house Licensee's equipment. All suchimprovements shall be constructed in accordance with City's specifications and according to a siteplan approved by City. The Equipment Shelter and all equipment stored or operated therein, forthe benefit of Licensee, shall remain the exclusive property of Licensee, subject to the provisionsof Article 7 of this Agreement. No equipment shall be stored on the Property outside of theEquipment Shelter, and all appropriate permits must be obtained prior to construction and use ofthe Equipment Shelter.5.4 Licensee, at all times during this Agreement, shall have access to the Property andthe Equipment Shelter in order to install, operate and maintain its transmission facilities. Licenseeshall have access to the Tower only with the approval of City and in the presence of an employeeTM96699PAGE 3 Cn-YOFCOPPELLANDT-MOBILECOMMUNICATIONS FACILITIES LICENSE AGREEMENTTMO Site TO: DA01296C
of City. Licensee shall request access to the Tower forty-eight (48) hours in advance and City'sapproval thereof shall not be unreasonably withheld or delayed. If access is needed during timesoutside of normal business hours, Licensee agrees to pay City at a rate of $150 per hour for eachhour of City employee's time. For purposes of this Agreement, normal business hours shall mean8 a.m. to 5 p.m., Monday through Friday, excluding official City holidays.55 Licensee shall be permitted to install a breaker within the City' s electrical panel at theTower to serve their electrical power needs. In exchange, Licensee shall pay City an additional$100 fee per month for the consumption of the City's electricity, said fee to be paid monthly with the licensefee.5.6 Licensee shall provide City with "as built" drawings of the equipment installed on theTower and improvements installed on the Property which show the actual location of all equipmentand improvements. Such drawings shall be accompanied by a complete and detailed inventory ofall equipment, personal property, and Antenna Facilities actually placed on the Tower. A site planwill be provided showing the proposed placement of the shelter.5.7 Licensee shall have sole responsibility for the maintenance, repair, and security ofits equipment, personal property, Antenna Facilities, Equipment Shelter, and any other leaseholdimprovements, and shall keep the same in good repair and condition during the License Term.5.8 Licensee will adhere to all OSHA safety requirements.55 Licensee shall place no advertising on the site or on any structure on the site.5.10 Any additional costs for servicing or maintaining the Tower that are due to thepresence of the installation of the shelter, or any other equipment, will be the responsibility ofLicensee.5.11 All heating, ventilating or air conditioning equipment belonging to Licensee willcomply with the Noise Ordinance of the City.5.12 City will notify Licensee at least forty-five (45) days in advance of the date when theTower is scheduled to be painted, repaired, rebuilt or scheduled for general maintenance. TheParties will cooperate to determine which of the following two options will be used to address theimpact of the Antenna Facility on the cost of painting or repairing the Tower: 1) Shortly before thepainting date, Licensee will place a temporary antenna array on a crane parked near the site.Licensee will then remove the antennas from the Tower and the painting will proceed as it normallydoes. Once the painting or repair is finished, Licensee will then re-attach the antennas where theywere originally installed. All costs incurred in removing the antenna, placement of a temporaryantenna array and reattaching the antennas shall be the sole responsibility of Licensee. 2) Thecontractor will bid on the cost of painting/repairing the Tower without the Antenna Facility. Thecontractor will then bid on the cost ofpainting/repairing the Tower with Licensee antennas left inplace. The contractor will then proceed to paint/repair the Tower with Licensee's antennas left inplace. Licensee will reimburse City for the difference between the two bids within thirty (30) daysof receipt of an invoice.PAGE 4 CnYOFCOPPELLANDT-MOBILECOMMUNICATIONS FACILITIES LICENSE AGREEMENTTMO Site ID: DA01296C
Article VIReasonable ApprovalBoth Parties shall not unreasonably withhold, or delay approvals required under thisAgreement.Article VIIInterference7.1 Licensee's installation, operation, and use of its transmission facilities under thisAgreement shall not damage or interfere in any way with City's Tower operations or related repairand maintenance activities. City, at all times during this Agreement, reserves the right to take anyaction it deems necessary, in its sole discretion, to repair, maintain, alter, or improve the licensedpremises and to temporarily interfere with Licensee's leasehold improvements as may be necessaryin order to carry out any of such activities. City agrees to give reasonable advance notice of suchactivities to Licensee and to reasonably cooperate with Licensee to carry out such activities with aminimum amount of interference with Licensee's transmission operations.7.2 Licensee shall operate its telecommunication facility in a manner that will not causeradio frequency interference to any and all of the City's current and future communicationsequipment. Licensee shall operate its telecommunications facility in a manner that will not causeradio frequency interference to the operations of other subtenants, lessees, and/or licensees'operations which predate installation of Licensee's telecommunications facilities under thisAgreement. Any license subsequent to this license Agreement by the City which permits theinstallation of telecommunications equipment on the site shall include the following provision:(a) Additional licensee agrees to operate its transmission facilities so as to notcreate unreasonable radio frequency interference with the presenttransmission operations of the City or Licensee or its successors. In theevent such interference occurs, licensee agrees to correct such interferencewithin forty-eight (48) hours of written notice or cease use of its facilities.(b) Said clause may be enforced by either the City or Licensee, either jointly orindividually at the Party's sole expense. The City shall be under noobligation to enforce said clause on behalf of Licensee. Without limitingany other remedy at law or equity, Licensee shall have the right to terminatethis license upon thirty (30) days written notice in the event its reception ortransmission is interfered with by other antenna equipment, or obstaclesconstructed or operated in Licensee's reception or transmission paths.Licensee shall pay three (3) months' fee as liquidated damages for suchtermination.7.3 This Agreement is made with the knowledge of both Parties that the Licenseecurrently operates the Antenna Facilities on the Tower.7.4 In the event that Licensee's transmission operations interfere with any type ofelectronic reception or transmission of any other parties in the surrounding area, Licensee agreesPAGES CnYOFCOPPELLANDT-MOBILECOMMUNICATIONS FACIUTIES LICENSE AGREEMENTTMO Site ID: DA01296C
to use its reasonable best efforts to remedy such interference in accordance with applicableregulations and standards of the Federal Communications Commission (FCC) and any othergoverning body. Licensee warrants that it shall maintain all of its Antenna Facilities in fullcompliance with all applicable regulations of the FCC and other governing bodies. Licensee willbe responsible for correcting any problems with other users of the Property, should they occur dueto the equipment installed and operated by Licensee. In the event the interference cannot beeliminated, City may immediately terminate this Agreement, where after Licensee shallimmediately remove all of its personal property and fixtures which interfere with City's use of thepremises and remove all remaining personal property and fixtures.Article VIIILicensee Defaults8.1 The occurrence of any one or more of the following events shall constitute an "Eventof Default" hereunder by Licensee:(a) The failure by the Licensee to make any payment of license fee or any otherpayment required to be made by Licensee hereunder, as and when due,where such failure shall continue for a period of twenty (20) days afterwritten notice thereof is received by the Licensee from the City.(b) The failure by the Licensee to observe or perform any of the covenants orprovisions of this Agreement to be observed or performed by the Licensee,where such failure shall continue for a period of twenty (20) days afterwritten notice thereof is received by the Licensee from the City; providedhowever, that it shall not be deemed an Event of Default by Licensee ifLicensee shall commence to cure such failure within said twenty (20) dayperiod and thereafter diligently pursue such cure to completion.82 If there occurs an Event of Default by Licensee, in addition to any other remediesavailable to City at law or in equity. City shall have the option to terminate this Agreement and allrights of Licensee hereunder.Article IXTermination9.1 Except as otherwise provided herein, this Agreement may be terminated by one Partyupon thirty (30) days written notice to the other Party as follows:(a) By either Party, upon a default of any covenant or term hereof by the otherParty, which default is not cured within thirty (30) days of receipt of writtennotice of default to the other Party;(b) Licensee may terminate the license by providing the City at least three (3)months advance written notice of termination due to technological orregulatory reasons. Licensee shall pay the Licensor the remaining fee forthe term in process (primary or renewal term.)PAGES ClTYOFCOPPELLANDT-MOBILECOMMUNICATIONS FACILITIES LICENSE AGREEMENTTMO Site ID: DA01296C
(c) By City, if it determines in its sole discretion and for any reason, that theTower is structurally unsound for use as a Tower, including but not limitedto consideration of age of the structure, damage or destruction of all or partof the Tower or the Property from any source, or factors relating to conditionof the Property; or(d) By City, if Licensee's use of the Property becomes illegal under any federal,state or local law, mle or regulation.(e) By City, if Licensor in its sole discretion no longer wishes to grant accessto the location.9.2 If the Tower is destroyed, dismantled, or removed, Licensee shall have the right toconstruct its own Tower, at its cost, of design approved by City, which approval shall not beunreasonably withheld or delayed, at a location as close as reasonably possible to the location ofthe Tower so as to give Licensee similar radio signal coverage as Licensee enjoyed from the Tower.If a replacement Tower is constructed anywhere on City's property, Licensee shall have the rightto place Licensee's antenna and appurtenance on top of the new replacement Tower at Licensee'scost and in a similar manner as Licensee's antenna and appurtenance on the existing Tower.9.3 Upon termination of this Agreement for any reason, Licensee shall remove all ofits equipment, personal property, Antenna Facilities, structure and leasehold improvements fromthe Tower and the Property within sixty (60) days after the date of termination, and shall restorethe Tower and the Property to the condition it was in on the Commencement Date of the term ofthis Agreement, ordinary wear and tear excepted, all at Licensee's sole cost and expense. Any suchproperty which is not removed by end of said sixty (60) day period shall become the property ofCity.9.4 In the event this Agreement is terminated by City, any prepaid fees prorated fromthe date the Tower and property are reasonably restored to their condition on the commencementdate of this Agreement will be refunded to Licensee. In the event of termination for any otherreason than nonpayment of fee, the prorated fee to be returned to Licensee is subject to deductionsof costs incurred by City if Licensee fails to remove equipment within sixty (60) days of notice oftermination.Article XInsurance10.1 Required Insurance. On or before the Commencement Date and throughout the Term,Licensee shall, at Licensee's expense, procure and maintain the following insurance policies:(a) Commercial general liability (CGL) insurance with respect to its activitieson the Property such insurance to afford protection of up to Three MillionDollars ($3,000,000) per occurrence and Six Million Dollars ($6,000,000)general aggregate, based on Insurance Services Office (ISO) Form CG 0001 or a substitute form providing substantially equivalent coverage.Licensee's CGL insurance shall contain a provision including City, its•».»».=™»_n^»->.<-.—--»,»^^PAGE? CH-yOFCOPPELLANDT-MOBILECOMMUNICATIONS FACILFTIES LICENSE AGREEMENTTMO Site ID: DA01296C
officers, employees and agents as additional insureds. Such additionalinsured coverage:(i) shall be limited to bodily injury, property damage or personal andadvertising injury caused, in whole or in part, by Licensee, itsemployees, and agents; Licensee shall ensure that all of itsindependent contractors shall have like coverage.(ii) shall not extend to claims for punitive or exemplary damages arisingout of the acts or omissions of City, its employees, agents orindependent contractors or where such coverage is prohibited by lawor to claims arising out of the gross negligence of City, itsemployees, agents or independent contractors; and(ui) shall not exceed Licensee's indemnification obligation under thisAgreement, if any.(b) Notwithstanding the foregoing, Licensee shall have the right to self-insurethe coverages required in subsection (a) under the same terms andconditions. In administering a self- insurance program, City and Licenseeshall maintain all rights and obligations between themselves as thoughLicensee maintained said insurance with a commercial insurer, includingany waiver of rights of recovery, other insurance clauses, and any otherextension of coverage required. Licensee shall operate under the samestandards of good faith and administration of its self-administered claims asany commercial insurer. Licensee shall pay from its assets all costs,expenses, damages, claims, losses, and liabilities, including attorney's feesand defense costs. City shall not be responsible for payment of anydeductible or insured amount.(c) Worker's Compensation and Employer's Liability insurance in the minimumamounts required by state law.10.2 Evidence of Insurance. No later than five (5) days prior to the Commencement Date,Licensee shall furnish to City a certificate of insurance evidencing the requiredinsurance.10.3 Endorsements; Certificates of Insurance. All insurance exceptworkers' compensation andproperty insurance, shall include City, its officers, employees and agents as additional insureds as toall applicable insurance coverage on the general liability insurance coverage. Licensee shallprovide City with at least thirty (30) days prior written notice of any required policy that iscancelled or non-renewed and is not replaced. All required insurance shall provide for a waiver ofsubrogation against City, except in cases of gross negligence or willful misconduct on the part ofthe City. Any such insurance required by this Article 10 shall be primary and noncontributing withany insurance that may be carried by City as relates to Licensee's operations and arising out of thenegligent acts or willful misconduct of Licensee. Not later than thirty (30) days after the renewalperiod for each policy, a certificate of insurance evidencing the required insurance coverage shallbe delivered to City.PAGE 8 Ciry OF COPPELL ANB T-MOBILECOMMUNICATIONS FACILFTIES LICENSE AGREEMENTTMO Site ID: DA01296C
10.4 Qualifying Insurance Company. All insurance companies providing the requiredinsurance shall be eligible to transact business in Texas and rated at least "A-VII" by AM Best orother equivalent rating service.10.5 City Purchasing Insurance. In addition to other remedies provided in this Agreement,if Licensee fails to maintain the insurance required by this Article 10, City may, but is not obligatedto, obtain such insurance and Licensee shall pay to City within sixty (60) days following demand,as additional fee the premium cost thereof plus interest at the Maximum Rate, per annum, from thedate of payment by City until repaid by Licensee.10.6 Contractor's Insurance. Without limiting any of the other obligations or liabilities ofLicensee, Licensee shall require its contractors and subtenants, at the contractors' or subtenants'expense, to maintain during the portion of the License Term during which they occupy or otherwiseare conducting activities on the Premises, workers' compensation as required by applicable lawand commercially general liability coverage of the type which is reasonable and prudent asdetermined by Licensee in its commercially reasonable discretion.(a) Licensee shall provide for its employees Commercial General LiabilityInsurance coverage, including premises/operations coverage, completedoperations coverage, contractual liability coverage, and City will be heldharmless for acts of outside vendors in a combined single limit of not lessthan One Million Dollars ($1,000,000) per occurrence, and Five MillionDollars ($5,000,000) aggregate, and include City as an additional insuredon such policy or policies. Licensee may satisfy this requirement by anendorsement to its underlying Insurance or umbrella liability policy;Licensee shall ensure that all of its independent contractors shall have likecoverage.(b) Neither Party shall be liable to the other (or to the other's successors orassigns) for any loss or damage caused by fire or any of the risks enumeratedin a standard "All Risk" insurance policy, and, in the event of such insuredloss, neither Party's insurance company shall have a subrogated claimagainst the other.(c) Licensee shall provide to City, prior to Commencement Date of the LicenseTerm, evidence of the required insurance in the form of a certificate ofinsurance issued by an insurance company licensed to do business in theState of Texas, which includes all coverage required above. Said certificateshall also provide that the coverage may not be concealed, nonrenewable,or materially changed without thirty (30) days prior written notice to City.Article XIAdverse Medical EffectIn the event that it is established that Licensee's operation of the wireless facility isdetermined to be medically related to a health problem, City must notify Licensee of the relatedissues. In the event that Licensee causes, permits or allows such activities determined to bem^c^^ re\^edto^^e^^^obl^to^^ntmu^Ci^sh^^ave^th^TM96699PAGE 9 CITY OF COPPELL AND T-MOBILECOMMUNICATIONS FAcarriEs LICENSE AGREEMENTTMOSiteID:DA01296C
terminate this Agreement if Licensee fails to discontinue or remedy the operation within sixty (60)days of written notice of any such relationship.Article XIIDestruction of TowerImmediately upon written notice by the City, if the Property, the Antenna Facilities or theTower are destroyed or damaged so as in Licensee's reasonable judgment to substantially andadversely affect the effective use of the Antenna Facilities, Licensee may immediately terminatethis Agreement without penalty or further liability to the City. In such event, all rights andobligations of the Parties shall cease as of the date of the damage or destruction, and Licensee shallbe entitled to the reimbursement of any License Fee Payments prepaid by Licensee the month thedamage or destruction occurred. In the event of a casualty to the Tower, and City elects to rebuildthe Tower and neither City or Licensee elect to terminate this Agreement, Licensee shall have theright to rebuild or repair the Antenna Facilities upon restoration of the Tower. If Licensee elects tocontinue this Agreement, then all License Fee Payments shall abate until the Property andLicensee's Antenna Facilities are restored to the condition existing immediately prior to suchdamage or destruction.Article XIIIDamages to Property13.1 Damage and Restoration of Property. Licensee shall immediately notify City of anyand all damages resulting from, arising out of, or caused to, the Property, including but not limitedto structural damages, electrical damages, damages to fencing, irrigation systems or landscapingbut only to the extent caused by Licensee's operations or by Licensee, its officers, agents,employees and invitees. Licensee shall be solely responsible for the costs and the repair of all suchdamages and such repairs and/or replacements shall be completed within thirty (30) calendar daysfollowing written notice by City to Licensee and shall be completed in a manner reasonablyacceptable to City.13.2 Failure to Restore Property. If Licensee does not make or perform any requiredmaintenance or repairs to the Property within the time period provided in Section 8.1, City shallhave the right, but not the obligation, to make such repairs and to perform such maintenance, inwhich event Licensee shall pay City the cost thereof within thirty (30) business days of demandunless the cause of such damage is the subject ofabona fide dispute by Licensee. Within thirty(30) days following the expiration or earlier termination of this Agreement (or such longer periodas may be mutually agreed upon by the Parties due to weather conditions), Licensee shall restorethe Property to substantially the same condition in which the Property existed on the EffectiveDate of this Agreement, ordinary wear and tear and loss due to other casualty beyond Licensee'scontrol excepted.Article XIVCondemnationIn the event the whole of the Property is taken by eminent domain, this Agreement shallterminate as of the date title to the Property vests in the condemning authority. In the event aportion of the Property is taken by eminent domain, either Party shall have the right to terminateFPAGE 10 CITY OF COPPELL AND T-MOBILECOMMUNICATIONS FACILITIES LICENSE AGREEMENTTMO Site TO: DA01296C
this Agreement as of said date of title transfer, by giving thirty (30) days written notice to the otherParty. In the event of any taking under the power of eminent domain, Licensee shall not be entitledto any portion of the award paid for the taking and City shall receive the full amount of such award,Licensee hereby expressly waiving any right or claim to any portion thereof. Although all damages,whether awarded as compensation for diminution in value of the leasehold or the fee of theProperty, shall belong to City, Licensee shall have the right to claim and recover from thecondemning authority, but not from City, such compensation as may be separately awarded orrecoverable by Licensee on account of any and all damage to Licensee's business by reason of thetaking and for or on account of any cost or loss to which Licensee might be put in removing andrelocating its equipment, personal property, Antenna Facilities and leasehold improvements. Citywill refund any prepaid fees prorated as of the date the Property is taken by the CondemningAuthority.Article XVIndemnificationl&l EXCEPT FOR THE NEGLIGENT ACTS OR WILLFUL MISCONDUCT OFCITY'S AGENTS OR EMPLOYEES, LICENSEE AGREES TO INDEMNIFY, DEFEND,AND HOLD HARMLESS CITY AND ITS ELECTED OFFICIALS, OFFICERS,EMPLOYEES, AGENTS, AND REPRESENTATIVES, FROM AND AGAINST ANY ANDALL CLAIMS, COSTS, LOSSES, EXPENSES, DEMANDS, ACTIONS, OR CAUSES OFACTION, INCLUDING REASONABLE ATTORNEYS' FEES AND OTHER COSTS ANDEXPENSES OF LITIGATION, WHICH MAY BE ASSERTED AGAINST OR INCURREDBY CITY OR FOR WHICH CITY MAY BE HELD LIABLE, WHICH ARISE FROM THENEGLIGENCE, WILLFUL MISCONDUCT, OR OTHER FAULT OF LICENSEE OR ITSEMPLOYEES, AGENTS, OR SUBCONTRACTORS IN THE PERFORMANCE OF THISAGREEMENT OR FROM THE INSTALLATION, OPERATION, USE, MAINTENANCE,REPAIR, REMOVAL, OR PRESENCE OF LICENSEE'S TRANSMISSION FACILITIESON THE PROPERTY AND THE TOWER, INCLUDING BUT NOT LIMITED TOELECTRICAL INTERFERENCE OR HEALTH PROBLEMS CAUSED BY LICENSEE'STRANSMISSION OPERATIONS, AND SPECIFICALLY INCLUDING THEREPRESENTATIONS AND WARRANTIES OF ARTICLE 17.2 OF THIS AGREEMENT.152 LICENSEE REPRESENTS AND WARRANTS THAT ITS USE OF THEPROPERTY HEREIN WILL NOT GENERATE ANY HAZARDOUS WASTES, AND ITWILL NOT STORE OR DISPOSE ON THE PROPERTY NOR TRANSPORT TO OROVER THE PROPERTY ANY HAZARDOUS SUBSTANCE IN VIOLATION OFANYAPPLICABLE LAWS; PROVIDED, HOWEVER, THAT (I) LICENSEE MAYSTORE ACID STORAGE BATTERIES ON THE PROPERTY AS LICENSEE BELIEVESIS REASONABLY NECESSARY FOR USE IN THE EVENT OF A POWER OUTAGE, (II)LICENSEE MAY TRANSPORT TO AND STORE ON THE PROPERTY A DIESEL ORPROFANE GENERATOR DURING AN EMERGENCY TO PROVIDE ELECTRICITYIN THE EVENT OF A POWER OUTAGE IN EXCESS OF FOUR (4) CONTINUOUSHOURS, (III) LICENSEE MAY USE EQUIPMENT COMMONLY USED IN THEPROVISION OF TELECOMMUNICATIONS SERVICES SUCH AS ELECTRONICEQUIPMENT AND CABLE EVEN IF SUCH EQUIPMENT CONTAINS SOMEHAZARDOUS COMPONENTS, AND (IV) LICENSEE MAY USE AND STORECLEANING AGENTS AND OTHER SOLVENTS COMMONLY USED IN LICENSEE'SPAGE 11 CITY OF COPPELL AND T-MOBILECOMMUNICATIONS FACIUTIES LICENSE AGREEMENTTMO Site ID: DA01296C
USUAL COURSE OF BUSINESS. LICENSEE FURTHER AGREES TO RELEASE,DEFEND, INDEMNIFY, AND HOLD CITY, ITS OFFICERS, OFFICIALS, AGENTS,SERVANTS AND EMPLOYEES, HARMLESS FROM AND AGAINST ANY DAMAGE,LOSS, OR EXPENSE OR LIABILITY RESULTING FROM GENERATING,TRANSPORTING, STORAGE OR DISPOSAL BY OR ON BEHALF OF LICENSEE OFSUCH HAZARDOUS SUBSTANCES IN VIOLATION OF ANY APPLICABLE LAWS,INCLUDING ALL ATTORNEYS' FEES, COSTS AND PENALTIES FVCURRED AS ARESULT THEREOF. "HAZARDOUS SUBSTANCE" SHALL BE INTERPRETEDBROADLY TO MEAN ANY SUBSTANCE OR MATERIAL DEFINED OR DESIGNATEDAS HAZARDOUS OR TOXIC WASTE, HAZARDOUS OR TOXIC MATERIAL,HAZARDOUS OR TOXIC OR RADIOACTIVE SUBSTANCE, OR OTHER SIMILARTERM BY ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW,REGULATION OR RULE PRESENTLY IN EFFECT OR PROMULGATED IN THEFUTURE, AS SUCH LAWS REGULATIONS OR RULES MAY BE AMENDED FROMTIME TO TIME.Article XVINoticesAll notices, requests, demands, and other communications hereunder shall be in writingand shall be deemed given if personally delivered or mailed, certified mail, return receipt requestedto the following addresses:If to City, to: If to Licensee, to:City of Coppell T-Mobile USA, Inc.Attn: Mike Land, City Manager Attn: Lease Compliance255 E. Parkway Blvd. 12920 SE 38th StreetCoppell, Texas 75019 Bellevue, WA 98006972-462-0022 PhNo. 877-373-0093PAGE 12 CITYOFCOPPELL AND T-MOBILECOMMUNICATIONS FACILITIES LICENSE AGREEMENTTMO Site ID: DA01296C
Article XVIIRepresentations and Warranties17.1 City warrants that (1) it has full right, power, and authority to execute this Agreement;and (2) to the best of its knowledge, it has good and unencumbered title to the Property free and clearof any liens or mortgages, except as may be disclosed by review of title. City warrants that Licenseeshall have the quiet enjoyment of the Property during the term of this Agreement in accordancewith its terms.172 City warrants that it has no knowledge of any substance, chemical, or waste(collectively, "Substance") on the site that is identified as hazardous, toxic or dangerous in anyapplicable federal, state or local law or regulation.173 Licensee represents and warrants that its storage and use of any Substance on theProperty will comply with applicable federal, state or local law or regulation and that it will storeand use said Substance on the property only if necessary for its transmission operations. Licenseeagrees to indemnify and hold harmless City from and against any and all liability, loss, cost,damage, and expense, including reasonable attorneys' fees relating from or due to the release,threatened release, storage or discovery of any of the above-named materials that are part ofLicensee equipment, personal property, Antenna Facilities, or any component parts or by-productsthereof in violation of applicable law.17.4 Licensee, at its own cost, has the right to obtain a title commitment for a leaseholdtitle policy from a title insurance company of its choice. If, in the opinion of Licensee, such titlecommitment shows any defects of title or any liens or encumbrances which may adversely affectLicensee use of the Property, Licensee shall have the right to cancel this Agreement immediatelyupon written notice to City.Article XVIIIAssignmentLicensee may not assign or sublet this Agreement without the prior written consent of Cityexcept to any entity which controls, is controlled by, or is under the common control with Licensee,or to any entity resulting from any merger or consolidation with Licensee, or to any partner ofLicensee, or to any partnership in which Licensee is a general partner, or to any person or entitywhich acquires all of the assets of Licensee as a going concern, or to any entity which obtains asecurity interest in a substantial portion of Licensee's assets, provided that Licensee continues toindemnify and hold City harmless in accordance with Article 15.Article XIXMiscellaneous19.1 Each Party agrees to furnish to the other, within ten (10) days after request, suchtruthful estoppel information as the other may reasonably request and each Party will reasonablycooperate with each other's requests to approve permit applications and other documents related tothe Property.PAGE 13 ClTYOFCOPPELLANDT-MOBILECOMMUNICATIONS FACILFTIES LICENSE AGREEMENTTMO Site ID: DA01296C
19.2 This Agreement constitutes the entire agreement and understanding of the Parties,and supersedes all offers, negotiations, and other agreements of any kind. There are norepresentations or understandings of any kind not set forth herein. Any modification of oramendment to this Agreement must be in writing and executed by both Parties.19.3 This Agreement shall be construed in accordance with the laws of the State ofTexas.19.4 Venue of any dispute between the Parties shall be resolved by a court of competentjurisdiction located in Dallas County, Texas.19.5 If any terms of this Agreement are invalid, such invalidity shall not affect theremaining terms of this Agreement, which shall continue in full force and effect.19.6 This Agreement is subject to all zoning approvals and building permits.,^.EXECUTED this2(_day of M^n^- . 2019.Approved as^/b fanBy: /-^fe^ZEXECUTED thisCity of CoppqI^/TexasBy:.^ike1-,and, q(ty ManagerRobert E. Hager, City At,fe6/ney(96699)_day of_M^rdA,2019.T-Mobile West LLC,a Delaware limited liability companyApproved as to form:By: k'.pRunw^aM 1/11/19T-Mobile Contract AttorneyBy: ^^A/)WW^Name:Title:A.DownsDirector. Technology Property ManagementPAGE 14 CITY OF COPPELL AND T-MOBILECOMMUNICATIONS FACILITIES LICENSE AGREEMENTTMOSiteID:DA01296CTM96699
[City Notary Block]STATE OF ^&Y^COUNTY OF T^.LV.A.S._)) ss._)I certify that I know or have satisfactory evidence that ts\ i J^A.^V V-A <<^Lis the person who appeared before me, and said person acknowledged that he signed this instrument,on oath^ stated that he was authorized to execute the instrument and acknowledged it as the^Av*. (S/^A-<SAX.ft-^ _ °f City of Coppell, Texas, to be the free andvoluntary act of such party f^r the uses and purposes mentioned in the instrument.CHRISTEL B PETTINOSMy Commltslon Expire*May 10.2019:WrWW?itf-.1PubliPrint Name.t^\ "\^-\^^My commission expires V\.<tu\ 10 , ^--0\'(Use this space for notary stamp/seal)BCITYOF CbpFELLANDT-MOBILEilCOMMUNICATIONS FACILFTIES LICENSE AGREEMENT
[Licensee Notary Block/STATE OF 1/LA'W^Y<¥COUNTY OF\h\\^~7~_)) ss._)I certify that I know or have satisfactory evidence that L/hM/i/ |is the person who appeared before me, and said person acknowledged' that he signed this instrument,on oath stated that he was authorized to execute the instrument and acknowledged it as the\)\VUW^ TtTtz^^y P/tvi^l/H (\/U^^^h^»^of T-Mobile West LLC, a Delaware limitedliability company, to be'the free and voluntai^ act of suchin the instrument.Datecof such party for the uses and purposes mentioned;1!|;,^CELEA^S,^Ss%i^.f^ffy^°\201789 - J ^ ^^A.^B<//0^'< u\'//, ""'-n.^'/^ ^^<"^&°/N^w^y"•^\\w^NotaiyPublicPrmT?me"'toAn6i W^Y\()v^^My commission expires ^2/ljf.(Use this space for notary stamp/seal)JCITY OF COPPELL AND T-MOBILE11COMMUNICATIONS FACILFTIES LICENSE AGREEMENT
EXHIBIT "A"LEGAL DESCRIPTIONAll of that certain lot, tract or parcel of land situated in the Clarinda Squires Survey, Abstract No. 1327, in theCity ofCoppell, Dallas County, Texas, and being part of a called 53.398 acre tract described in a deed fromThe Parks ofCoppell Joint Venture II to the City ofCoppell as recorded in Volume 86051, Page 1829, DallasCounty Deed Records..^g^^^^g^^p^gg^,I COMMUNICATIONS FACIUTIES LICENSE AGREEMENT
EXHIBIT "B-l"[As-Built Drawings]
GENERAL NOTES1. ALL MATERIALS FURNISHED AND INSTALLED SHALL BE IN STRICT ACCORDANCE WHHALL APPLICABLE CODES. REGULATIONS. AND ORDINANCES. SLIBCOMTRACTORS SHALLISSUE AU APPROPRUCTE NOTICES *ND COMPLY WITH ALL UWS. ORDINANCES, RULES.REGULATIONS, AND UWFUL ORDERS OF *NY PUBUC AUTHORITT REGARDING THEPERFORMANCE OF THE WORK.2. ALL WORK CARRIB3 OJT SHALL COMPLY WFTH ALL APPUCABLE MUNICIPAL AND UTILnYCOMPANY SPECIFICATIONS AND LOCAL JURtSOICTtONAL CODES. ORDINANCES ANDAPPLICABLE REGUIAT10NS.3. UNLESS NOTED QfTHERWtSE. THE WORK SHALL INCLUDE FURNISHING MATERIALS.EOUIPMEMT. APPURTCNANCES, AND LABOR NECESSARY TO COMPLETE ALLINSTAUATIONS AS INDICATED ON THE DRAWINGS.4. THE SUBCONTRACTOR SHALL INSTALL ALL EQUIPMENT AND MATERIALS IN ACCORDANCEWW MANUFACTURER'S RECOMMENDATIONS UNLESS SPECIFICALLY STATED OTHERWISE.5. IF THE SPECIRED EQUIPMENT CANNOT BE INSTALLED AS SHOWN ON TtiESE DRAWINGS,THE SUBCONTRACTOR SHALL PROPOSE AN ALTERNATIVE INSTALUTION SPACE FORAPPROVAL BY THE CONTRACTOR.6. THE SUBCOrmWCTDR SHALL LEGALLY AND PROPERLY DISPOSE OF ALL SCRAPMATERIALS SUCH AS COAXIAL CABLES AND OTHER FTEMS REMOVED FROM THE DaSTINGFACIUTY. ANTENNAS REMOVED SHALL BE RETURNED TO THE OWNER'S DESIGNATEDLOCATION.7. THE SUBCONTRACTOR SHALL LEAVE PREMISES IN CLEAN CONOmON.8. SUBCONTRACTOR SHALL VERIFY ALL EXISTING DIMENSIONS AND CONDmONS PRIOR TOCOMMENCING ANY WORK. ALL DIMENSIONS OF DdSHNG CONSTRUCTION SHOWN ONTHE DRAWING MUST BE VERIRED. SUBCONTOCTOR SHALL NODFT THE CONTRACTOROF ANY D1SCREPANQE5 PRIOR TO ORDERING MATERIAL OR PROCEEDING WFTHCONSTRUCTION.9. ALL SAFETY PRECAUTIONS MUST BE TAKEN WHEN WORKING AROUND HIGH LB/ELSOF ELECTOOUAGNETIC RABUTION. EQUIPMENT SHOULD BE SHUTOOWN PRIOR TOPERFORMING ANY WORK THAT COULD EXPOSE THE WORKERS TO OANGER. PERSONALRF DtPOSURE MONFTORS ARE ADVISED TO BE WORK TO ALERT OF ANY DANGEROUSEXPOSURE l£VELS.10. GENERAL CONTRACTOR TO RESTORE SITE INCLUDING RCT-AIR OF IRRIGATION SYSTCM. F1UJNGOF RUTS WITH IMPORTED TOP SOIl, PLACING AND ROOING SOUD SOO AND COMPLCTNGA WALK THROUGH WW TOE CITY.DRIVING DIRECTIONSDDWT 7668 WARREN PKWT, FRISCO. T)( 75(134. GET ON SAM RATOURN TOLLWAY IN PUNO ROM PAftKWOOO BLVDMEAD EAST ON WARREN PKWT TOWARS PARKWDOO BLVD. TURN RIGHT AT THE 1ST CROSS STREET ONTO PARKWOO BLVD.IUBN HafT ONTO 1X-121 S. USE WEICTT LANE TO TAKE 1HE SMI BA1BUBN TOaWAT S. RAUP CmmUE ON SMRMBURN TOLLWAY TO IfflSVILlE. TAKE EMT TDWARO DOITO TAP RD ROM SAM RATfBURN TOLLWAY MERGE ONTO SAMRMBURN TOLLWAY, CONTNUE ONTO R-121/SAM RAYBURt) TDtl.WAY . CONTINUE ONTO SAU RATOURN TOU.WAY, TAKEDOT TOWARDS DENTON TAP RD. TAKE N. DENTON TAP RD TO TOUR OESTWM10N IN COPPEU. MERGE ONTO TX-121 USETHE LEFT 2 LANES TO TURN ONTO N. DENTON TAP RD, TURN LEFTT- • -MobileL900 MHzSITE NAME:BROWN COMMUNIPf PARKSITE NUMBER:DA01296CSITE ADDRESS:364 N. DENTON TAP RD.COPPELL,TX75019BUILDING CODESINTERNATIONAL BUILDING CODE. CURRENT EDITION AS ADOPTED BY LOCAL JURISDICTION.NATONAL ELECTRICAL CODE. CURRENT EDITION AS ADOPTED BY LOCAL JURISDICTION.UNIFORM MECHANICAL CODE. CURRENT EDITION AS ADOPTS) BY LOCAL JURISDICTION.INTERNATIONAL ENERGY CONSERVATION CODE. CURRENT EOITCD AS ADOPTED BY LOCAL JURISDICTION.APPROVED FOR CONSTRUCTIONPROPEffPf OWNER OR REP.LAND USE PLANNERCONSTRUCTION MANAGERSHEET INDEXT-1 TITLE SHEETC-l EQUIPMENT LAYOUTC-2 ELEVATION ANTENNA LAYOUTC-3 RFDSC-4 RFOS PLUMBING DIAGRAMC-5 CABINET CONFIGURATIONC-6 FRBG H-FRAME DETAILC-7 ANTENNA & EQUIPMENT SPECIFICATIONSSCOPE OF WORKT-MOBILE IS PROPOSING TO ADD (3) SBNHH-1D65C AND(6) TMAT1921B78-21A TMAsEPB ASSOCIATES, INC.CM + Sbuchri En^wmn HtflWnUm No. F-W23+101 Ut£—l RA. fUSOdhn.Tu 73244(I7S)2».S4»ENLARGED VICINITY MAPVICINITi' MAPPROJECT SUMMARYSITE TYPEEXISTING MONOPOLE TOWER WITHEXISTING RELATED UNMANNEDCOMMUNICATION EQUIPMENTAT BASE OF THE TOWERSITE INFORMATIONLATITUDE: 32.98003-LONGIWDE: -96.99255-EL£V:JURISDICTION: CITY OF COPPEU-OCCUPANCY: UNMANNEDZONING: N/ACONSTRUCTION TffE: MONOPOLE/COLOAPPLICANTT-MOBILE7668 WARREN PARKWAYFRISCO. TO 7S034: (972) 48+-3510LANDLORDCtFC OF COPPELL225 PARKWAR BLVDP.O. BOX 9478COPPELL. TO 75019972.304.3678CONTRACTORSDESIGNERBROADUS SERVICES4 COUNTRY PLACE ORCLEDALWOR7MINGTON GARDENS. TX 76016PH; (817) 349-3449ENGINEEREPB ASSOCIATES, INC.4101 McEVCN RD. SUITE 235DALLAS, TX 752+4PHONE: (972) 239-5495CONTACT: EDGARDO P. BRANDAO, P.E.CONTOACTOR TO CALL *S HRSBEFORE DIGGINGIlQa OT,lisl\Bi^lid IISgzgs'"^ Know whatl belOW.'CaIlbefanyouiBg.INDEPENDENT LOCATORTO BE USED ON ALL SITCSSHEET NAME:HUE SHEETT-1
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01srre NUMBER:DA01296CSFTENAME:BROWN COHMUNITl' PARK]SITE ADDRESS:364 N. DENTON TAP RD.COPPELL, TX 75019T"-Mobile-DUKE BRIDGES CAMPUS7668 WARREN PARKWAYFRISCO, TEXAS 75034OFFICE: (972) 464-3510-s22II'-.fflBROADUS.us.•vices^4 COUNTRY PLACE CIRCLEOALWORTtilNGTON GARDENSTCMS 76016CHECKED BY: EPS APPROVED BY: EPSDRAWN BY: FS REVIEWED BY: EPSJOB NUMBER; DA01296CDATE1/05/16]1/28/16]
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ANALYSIS AND DESIGN OF STRUCTURE AND FOUNOAWN BYMALOUF ENONEERING IN1L. INC..REFER TO SEPARATE SHEETS FOR MORE INFORMATION.NO MODincAHON OF STCUC1URE AND FOUNDATION SHALL BEMADE WITHOUT APPROVAL OF STRUCWRAL ENGINEER.MEt PROJECT ID: TO00016S-16V1DATED: OCTOBER 16, 2016Il^;1:^;;1::';1^•""^'ajELEVATION VIEWSCALE: NOT TO SCALE:Sb.^•..^''/] 1'.'.p•!,['\®|S3"•^ vffn/...iii'J--.^//,-'V '/! ^.,'<^-.-/'^'•"^»—^iB^'^~,.^^^ANTENNA LAYOUT - BEFORESCALE: NOT TO SCALE^•y\'~.r"'^i':.lrNEW (6) TMASl'MATI9;ie73-2]A(2) PER SECTORV-...^1%j|l—p-/<A./^ ^•is&.^ss»ys,y^(,,v-t-s^ANTENNA LAYOUT - FINALSCALE: NOT TO SCALENOTES:A. TOWER STRUCTURE ANALTSIS BY CROWN CASTLE. NO NEW ANTENNAS OR EOUIPMEKTSHALL BE INSTALLED IHTHOUT APPROVAL OF STRUCTURAL ENGINEER AND CROWNCASTLE.B. INSTALLED EQUIPMENT MUST HAVE A MATCHING CROWN APPUCAT10N ANDSTRUCTURAL ANALYSIS.C. VERIFY AZIMUTH WFTH RFDS.D. 2' ANTENNA SEPARATION REQUIRED. CONTRACTOR TO MOVE (E) ANTENNAS TOENDS OF MOUNT AS REQUIRED.E. MOUNT COMPUANCE IS BY OTHERS. NO NEW ANTENNAS OR EQUIPMENT SHALL BEINSTALLED ON MOUNTS WrTHOUT THE APPROVAL OF A STRUCTURAL ENGINEER.F. PRIOR TO ATTACHING AtffENNAS AND MOUNTING SECTIONS, (E) TOWER AND TOWERFOUNDATION MUST BE ANALYZED BV A LICENSED STRUCTURAL ENGINEER TO VERIFYTOWER IS CAPABLE OF SUPPORTING THE PROPOSED LOADS. REFER TO STRUCTURALANALYSIS BY OTHERS.G. PROPOSED ANTENNA PLACEMENT LOCATION TO BE HELD VERinED BY GENERALCONTRACTOR PRIOR TO CONSTRUCTION TO AVOID ANY INTERFERENCE OR SHADOWINGOF EXISTING ANTENNAS. IF INTERFERENCE OR SHACOWING OF DUSTING ANTENNAS ISDISCOVERED DURING FIELD VERIFICATION. PLEASE CONTACT (A&E VENDOR) FOR DESIGNRD/ISION PRIOR TO ANY NEW ANTENNA INSTAUATION.H. NEW BUILDS. RBER. UNDERGROUND UDUTIES, ETC. ALL TRENCHING WILL BE HANDDUG IN CROWN'S COMPOUND AND PROPOSED TRENCH SHALL BE TO CROWN CASTLE'SREQUIREMENTS. LOCATOR TAPE ADDED, AND COMPACTED. A PRIVATE LOCATOR [SNEEDED TO LOCATE ANY UG UTILITIES IN THE PROPOSED PVC TRENCH ROUTE. NOMACHINERY IS ALLOWED IN A CROWN CASTLE COMPOUND.(E) PIPE MOUNT-NEW (6) TUAsTUAT1921B78-21A(2) PER SECTOR(E) 3 SECTOR MOUNT.(3) UPPER ANTENNA,CROUND B*R[I!»|HEW fl AWG\ STRANDED COPPER^ INSULATED GROUND WIRETO SECTOR AGB(UP. & EACH SECTOfi)ANTENNA MOUNT DETAILSCALE: NOT TO SCALEEPB ASSOCIATES, INC,a! s IBlUJ|3ff5HEB' NAME:EIEWIION »ANTENNA MOUNTC-21
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