225-18 Exhibit to Resolution Providing Consent for Crown Castle to Sublease Monopole at Recycling Center.pdf

increase in real property taxes attributed solely to any improvements to the Monopole Site made by Omnipoint, or by Co-Locator (or by any other co-Licensee, sub-Licensee, or other user of the Monopole or Monopole Site); and any personal property taxes assessed upon, or arising from use of, the Monopole or Monopole Site; any other taxes payable by Omnipoint pursuant to the Ground Lease Agreement; provided, however, that if Omnipoint determines, in its reasonable discretion, that it would be inequitable and result in a material, disproportionate financial burden, or any user of the Monopole or Monopole Site to allocate such taxes on a pro rata basis, based upon the number of users (for example, due to Co-Locator's facilities on the Monopole Site having disproportionately high value in comparison to the other facilities installed on the Monopole, or due to such personal property taxes being separately billed to, and payable by, the various users of the Monopole Site), then Omnipoint shall, in its reasonable discretion, determine a more equitable means of pro rating such taxes. 3. Division and Sharing of Rent. All rent shall be payable to the Township of West Orange. Co-Locators shall not pay rent to Omnipoint. 4. Indemnification. Omnipoint and New Cingular shall defend, indemnify and hold harmless the other and the Township of West Orange for any claim, costs or expenses including reasonable attorney's fees arising from the installation, use, maintenance, repair or removal of the Communication Facility or resulting from the breach of Omnipoint's or New Cingular's obligations or failure to perform as required thereunder, except to the extent attributable to the gross negligence or intentional act of the Township of West Orange, its employees, agents or the Township of West Orange's independent contractors. Notwithstanding the forgoing, no Co- Locator or Omnipoint shall be liable for consequential or incidental damages or Jost profits. 5. Township Use Of Antenna. Users affiliated with the

tractors. Notwithstanding the forgoing, no Co- Locator or Omnipoint shall be liable for consequential or incidental damages or Jost profits. 5. Township Use Of Antenna. Users affiliated with the Township of West Orange have the right to use, without paying rent to Omnipoint, the tree pole for municipal use. The Township of West Orange shall be responsible for the cost of its antennas and related equipment. Omnipoint shall place the Township's antennas on the pole, at no cost to 'the Township of West Orange, so long as such placement is done at the same time Omnipoint is placing its antennas on the monopole. 6. Interference. {a) When New Cingular installs it communications equipment, including antennas, it shall reasonably cooperate with Omnipoint and any other prior existing Co-Locators. Moreover, New Cingular's communications equipment, including antennas, shall be installed in a manner that avoids and/or substantially and materially minimizes or eliminates any interference to Omnipoint and other prior existing Co-Locators. Omnipoint and New Cingular acknowledge that they are subject to the rules, regulations, directives, and policies of the Federal Communications Commission concerning interference and agree to abide by it. In the event any such interference does occur, the interfering party will promptly cease its' operations except for intermittent testing. In the event any such interference does not cease promptly, the parties acknowledge that continuing interference may cause irreparable injury and, therefore, the 12

injured party shall have the right, in addition to any other rights that it may have at law or in equity, to bring a court action to enjoin such interference. 7. Insurance. Licensee shall file a certificate of liability insurance with the Township of West Orange upon the execution of this Agreement. An insurance certificate shall confirm that cancellation of the subject insurance policy will not occur without at least a thirty (30) day prior written notice to the Township of West Orange. The insurance policy shall be a commercial general liability occurrence type insurance policy issued by a duly licensed company in the State of New Jersey, with limits of not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage liability. It shall state that the insurance company waives all rights of recovery against the Township of West Orange in connection with any damage covered by such party. All co-locators, upon execution of any agreement to co-locate at this Site, shall procure similar insurance at the same level and limits as the Licensees herein, and provide a certificate of liability insurance to the Municipal Clerk, Purchasing Director, Town Attorney and Township Engineer of West Orange. The Insurance certificate shall be due (5) days before any construction commences. All insurance shall be properly renewed no less than thirty (30) days before each anniversary during term of this agreement. All insurance certificates and coverages shall be subject to approval by the Town Attorney. 8. Default. If any party is in default under this Agreement for a period of (a) twenty (20) days following receipt of notice from the non-defaulting party with respect to a default which may be cured solely by the payment of money, or (b) 30 days following receipt of notice from the non-defaulting party with respect to a default which may not be cured solely by the payment of money, then, in either event, the non-defaulting party may pursue any remedies available to it against the defaulting party under applicable law, including, but not limited to, the right to terminate this Agreement. If the non-monetary default may not reasonably be cured within the thirty (30) day period, this Agreement may not be terminated if the defaulting party commences action to cure the default within such thirty (30) day period and proceeds with due

y be cured within the thirty (30) day period, this Agreement may not be terminated if the defaulting party commences action to cure the default within such thirty (30) day period and proceeds with due diligence to fully cure the default. 9. Counterparts. This Agreement may be executed in several counterparts, all of which, when executed, shall constitute one Agreement. 10. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of New Jersey. 11. Notices. All notices and other communications required or permitted to be given under this Agreement shall be either delivered by hand, mailed postage prepared by and certified or registered mail, return receipt requested, delivered by a nationally recognized overnight courier, or sent by confirmed facsimile transmission. Such notices and other communications shall be deemed given when delivered to the intended addressee. Rejection or other refusal to accept a notice or other communication, or the inability to deliver same because of a changed address, of which no notice was given, shall be deemed to be receipt of the notice or other communication. All notices and other communications shall be addressed as follows: Ifto Township: 13

Nancy O'Hara, Municipal Clerk Township of West Orange 66 Main Street West Orange, NJ 07052 With Copy To: Township Attorney 66 Main Street West Orange, NJ 07052 If to Omnipoint: T-Mobile USA, Inc. 12920 SE 38 th Street Bellevue, WA 98006 Attn: PCS Lease Administrator With a copy to: Attn: Legal Dept. With Copy to: Omnipoint Communications, Inc. 4 Sylvan Way Parsippany, New Jersey 07054 Attn: Lease Administration Manager 12. Termination. This Agreement may be terminated, without penalty or further liability, as follows: (a) by either party on thirty (30) days prior written notice, if the other party re!llains in default; (b) by Omnipoint or New Cingular upon written notice to Township of West Orange, if Omnipoint or New Cingular is unable to obtain, or maintain, any required approval(s) or the issuance of a license or permit by any agency, board, court or other governmental authority necessary for the construction or operation of the Communication Facility as now and hereafter intended by Omnipoint or New Cingular. (c) By Omnipoint or New Cingular upon sixty (60) days prior written, for any reason, so long as Omnipoint or New Cingular pays the Township a termination fee equal to twelve (12) months rent. IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals the day and year first above written. 14

TOWNSHIP OF WEST ORANGE NEW CINGULAR WIRELESS PCS, LLC By: -?-\ d-1,, \ ~ 'I) on able Mayor John F. McKeon · Street Name\ Title: I West Orange, New Jersey 07052 ATTEST: WITNESS: By: A~~LL-1L':fs.~1.!_(/:::_ Nancy ara By: 2-IJ-.t Narnf ( /o { The Clerk oft Township of West Orange Title: 66 Main Street West Orange, NJ 07052 ATTEST: Omnipoint Communications, Inc. J/17/00 ~,:..~~ ~.:. . Di:u R,,, Title: Director of Engineering & Operations Title: l...e.«c5, i ·~ S: f-<:. <1., F:\WPDOCS\N~Z\WORANGE\GroundLeaseOmniCingular.doc 15

Exhibit “B”’

3530 Toringdon Way Suite 300 Phone: (704) 405-6552 Fax: (724) 416-6297 Charlotte, NC 28277 www.crowncastle.com October 1, 2018 VIA email CONSENT TOWNSHIP OF WEST ORANGE NJ 66 MAIN ST ATTN COMPTROLLER WEST ORANGE, NJ 07052-5404 RE: BU 829142 / WO DPW Mt. Pleasant Ave / Mt. Pleasant Ave West Orange, NJ 07052 ("Site") Ground Lease Agreement, dated , as amended ("Lease") Consent for Subleasing Dear TOWNSHIP OF WEST ORANGE NJ, Pursuant to an agreement between T-Mobile USA Tower LLC ("TMO") and CCTMO LLC ("CCTMO"), CCTMO subleases and operates the tower site that is subject to the Lease on behalf of TMO. CCTMO is a Crown Castle company. CCTMO and its affiliates and subsidiaries own, manage and operate shared wireless communication facilities. In order to better serve the public and minimize the amount of towers in an area where this property is located, CCTMO plans to sublease to Sprint Spectrum L.P. The sublease will not alter the character or use of the site nor will it change the nature of TMO's occupancy of the Site as lessee. Pursuant to section 2(b) of Exhibit B, the Township of West Orange receives 100% of the rent for subsequent Co-Locator. Based upon Sprint Spectrum’s current application, the rent is expected to be $1,950 a month. TMO has authorized CCTMO to contact you and request consent to sublease to Sprint Spectrum L.P. Pursuant to Paragraph 6 of the Lease, TMO is required to obtain your consent. Under the Lease, Landlord's consent cannot be unreasonably withheld, conditioned or delayed. Therefore, CCTMO, on behalf of TMO, respectfully requests your consent to this sublease. As used in this letter, the term "sublease" may include any arrangement by which a third party can install and operate its equipment on the property subject to the Lease. Please indicate your consent by executing this letter where indicated below and return via email to Zachary.Plummer@crowncastle.com. Thank you for your continued cooperation with TMO and CCTMO. If you have any questions concerning this issue, please contact Zachary Plummer at (704) 405-6552 or

il to Zachary.Plummer@crowncastle.com. Thank you for your continued cooperation with TMO and CCTMO. If you have any questions concerning this issue, please contact Zachary Plummer at (704) 405-6552 or Zachary.Plummer@crowncastle.com. Sincerely, Agreed and accepted (Date)____________________ (Date) Zachary Plummer Real Estate Specialist (Lessor)_________________________________ (Lessor's signature)