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Land Use Case.315 E Dean St.0067.2010.ASLU
THE CITY OF ASPEN City of Aspen Community Development Department CASE NUMBER 0067.2010.ASLU PARCEL ID NUMBER 2737 18 2 85 001 PROJECTS ADDRESS 315 E. DEAN ST PLANNER CHRIS BENDON CASE DESCRIPTION OUTDOOR FOOD VENDING REPRESENTATIVE RICHARD KOLSBY DATE OF FINAL ACTION 2.10 11 CLOSED BY ANGELA SCOREY ON: 04.01.11 , a ?€ rZa 2737 — 18-2 -9 S- o01 0067 • ZOIo - f15t -t-1 gl jai Eie Erit Read Wept. Fpm Ratats Fa)_net I* yelp II 1.40(0*ViiiiietacAttiliii J 1 AriAtAll :J1 11,j :9 $.tiZaiiii AtIA4® a11add . wa t J *a$ 4, kittens INit IPN flX nrs Herat I / I Ian IOC IMF IM 1 .IAipen Lead Use 1'; 2010A&W 5 E DEAN ST kl b.1 .._.. 3 p id'4, 7 ;11'“ 92010 • i9 Si. 1 4Ci , } P AN ! xY III fi � ; 3 j SLIMS i0 SUPPORT BR0 '' • ALL3ROORfOP g x :11C1'34 # jg 4 .' w$1 - T350 DEAN STET T 3S735A0 Cf£G(SR1T • 1: t � 1 ' `T I 3 d ° R * . as --�• - aNOLS8Y4047198963 I � k' �' 13 WIN 11024/411 .I 4 �` 'MKS' -' \ a 4) Q tors 1315 E. DEAN ASSOC, INC 1.1 rat noe 150E 58TH Si ` FLOCR ' 14TH `V Ate I() - 1 AddK eIYceit pE( NY 10155 4 ft.*. ❑OWAfickif47 ❑�7dL,7lggyra•: ■ L to ne RCCI(Y0.IWNTAINBR0AD.. FI tMrt 13306 PACE FERRYAVE 1 ... ATLANTA GA 30339 Pkne ,404)229A953 INstt 28415 .I A4$ess I'. . Lander Lastrome ._I f1me Phtne k) - I Address 1 \ efri 2 c�.rw, 121 31410 :, ,,,,E '35 • 61) 4pU Prnnaf∎ii iW `!"— 136 E •DRCL.•n Sc Csk- ` i °4- ( 70 l E r 4.c 1( 2sGg (.o �wc C.o (4 iR G Pry AFFIDAVIT OF PUBLIC NOTICE REQUIRED BY SECTION 26.304.070 AND CHAPTER 26.306 ASPEN LAND USE CODE ADDRESS OF PROPERTY: /V /4 Aspen, CO STATE OF COLORADO ) ) ss. County of Pitkin ) 1 yA ,� / . _ SIMS (name, please print) being or rep esenting an Applicant to the City o Aspen, Colorado, hereby personally certify that I have complied with the public notice requirements of Section 26.304.060 (E) or Section 26.306.010 (E) of the Aspen Land Use Code in the following manner: ✓ Publication of notice: By the publication in the legal notice section of an official paper or a paper of general circulation in the City of Aspen at least fourteen (14) days after final approval of a site specific development plan. A copy of the publication is attached hereto. Publication of notice: By the publication in the legal notice section of an official Paper or a paper of general circulation in the City of Aspen no later than fifteen (15) days after an Interpretation has been render p4 f the publication is attached hereto. ;c.Y Signar;re c7 ttys't Goy The foregoing "Affidavit of Notice" was acknowled l •e e this 2zday of ,20 / /,by af .ma—.s _ satrian WITNESS MY HAND AND OFFICIAL SEAL w ENd egen ral p pll of Inc ap o al f a gspecific bam e v npmin t a approval o. a sted p development plan, pursuant to / 4 - , } � O the Lafld ndeve oltheaf s My commission expires: l/r � Or It tlm Lerti use 8, Colorado r a oi ise Leiser and tes 20, Article 88, Colorado leeide e scri e d /J pertaining to the following leg described Q 1 71, y H ot e l : Hotel Cieh: Aspen Re Club 8 Hotel; Una: Hotel, CAIy d Aspen, County d the st. Colorado, 81811; commonly known as the St. Regis, located at 315 E. Dean St., by order of the r llth, MV 11. Pa on February 11th, h Applicant Parcel d n administrati The Applicant receivedan administratippo al quipme t. The telecommunication ve se an d equipment. Tha o of -mou [hams m l d o ten n as.aa & v e i ATTACHMENTS: tl iameter. microwa dish, and associated equipment. For fu Information contact Drew COPY OF THE PUBLICATION Alexander, at the ily of Aspen Community Dele■opnlent Dept. 30 S. Galena St, Aspen, Cdptalo TO) 429 seat Times Weekly On February � �pts �m� ..4 DEVELOPMENT ORDER of the City of Aspen Community Development Department This Development Order, hereinafter "Order ", is hereby issued pursuant to Section 26.304.070, "Development Orders ", and Section 26.308.010, "Vested Property Rights ", of the City of Aspen Municipal Code. This Order allows development of a site specific development plan pursuant to the provisions of the land use approvals, described herein. The effective date of this Order shall also be the initiation date of a three -year vested property right. The vested property right shall expire on the day after the third anniversary of the effective date of this Order, unless a building permit is approved pursuant to Section 26.304.075, or unless an exemption, extension, reinstatement, or a revocation is issued by City Council pursuant to Section 26.308.010. After Expiration of vested property rights, this Order shall remain in full force and effect, excluding any growth management allotments granted pursuant to Section 26.470, but shall be subject to any amendments to the Land Use Code adopted since the effective date of this Order. This Development Order is associated with the property noted below for the site specific development plan as described below. Property Owner's Name, Mailing Address and Telephone Number 315 East Dean Associates, Inc., A Delaware Corporation, 315 E. Dean Street, Aspen, Colorado, 81611, (970) 920 -3300 Legal Description and Street Address of Subject Property Subdivision: Aspen Residence Club & Hotel; Unit: Hotel. 315 E. Dean St., Aspen, Colorado, 81611 Written Description of the Site Specific Plan and/or Attachment Describing Plan Approval grants the ability to place three broadband antennas, a 12 inch microwave dish, and associated equipment on the roof of the subject property, with the highest point approximately five feet above the equipment platform. Land Use Approval(s) Received and Dates (Attach Final Ordinances or Resolutions) An administrative approval by the Community Development Director for wireless telecommunication services and equipment, issued on February 11, 2011. Effective Date of Development Order (Same as date of publication of notice of approval.) February 20, 2011 Expiration Date of Development Order (The extension, reinstatement, exemption from expiration and revocation may be pursued in accordance with Section 26.308.010 of the City of Aspen Municipal Code.) February 20, 2014 Iss . is 11 d . ( of February, 2011, by the City of Aspen Community Development Director. Chns 1 endon, Community Development Director NOTICE OF APPROVAL WIRELESS TELECOMMUNICATION SERVICES FACILITIES AND EQUIPMENT APPROVAL FOR A THREE - ANTENNA BROADBAND ARRAY AND MICROWAVE DISH TO BE LOCATED ON THE ROOF OF THE ST. REGIS LOCATED 315 EAST DEAN STREET Parcel ID No. 2737- 18 -2 -85 -001 APPLICANT: Rocky Mountain Broadband SUBJECT & SITE OF APPROVAL: 315 E. Dean Street, The St. Regis, involving the approval of wireless telecommunication services facilities and equipment. This is an administrative review. SUMMARY: The Applicant has requested approval for the installation of three non - penetrating roof mount antenna stands that will hold three broadband antennas and one 12 inch diameter microwave dish. The equipment will be placed on a platform with the purpose of housing these types of services. The purpose of the equipment is to provide high -speed mobile broadband services to the City of Aspen, residents, businesses, schools, and tourists. The antennas have a base measuring 34.8" x 40" and the individual antennas will be 48" x 6.5" x 3.3 ". 315 E. Dean is a large lodge near the base of Aspen Mountain. The property is located within city's Lodge (L) zone district with a Planned Unit Development (PUD) overlay. The building currently has other telecommunication equipment in the same location as the proposed broadband antennas. None of these existing devices are to be removed per this proposal. STAFF EVALUATION: Pursuant to Section 26.575.130, Wireless telecommunications services facilities and equipment must comply with a list of general provisions and review standards. These requirements seek to ensure that the placements of these facilities are compatible with surrounding development. Depending on the type of telecommunication device installed (i.e. monopole, whip antenna, ground tower, etc.), specific requirements apply. Being that his plan includes the installation of rooftop antennas, many of the criteria are not applicable. The majority of the compliance standards are in the form of screening and aesthetic qualities to limit the visual impact of the equipment. Page 1 of2 In reviewing the application, Staff had minimal feedback for the proposed design. The painting of the antennas and setback from outer wall of the platform (although minimal at approximately five feet) will reduce visual impact. This is an area of the St. Regis's roof were wireless telecommunications have typically gone. This clustering of equipment is a good practice and adheres to the recommendation and requirements of the Land Use Code. The antennas are approximately five feet above the top of the equipment platform, and do not require any type of variance. All support and/or switching devices are either beneath the parapet wall or stored within the building. All conduits (electrical and coax) are on the roof and also beneath the parapet. No lighting or signage (other than the required telephone contact numbers) is proposed through this plan. For Staff's response to the review criteria see "Exhibit D." DECISION: Staff finds that the Wireless telecommunication services and equipment application for three broadband antennas on the roof of 315 E. Dean Street, provided by Rocky Mountain Broadband, should be granted. The location is appropriate for this type of accessory use, and is compatible with surrounding development. APPROVED BY: 1 Chris Bendon Date Community Development Director Attachments: Exhibit A — Location map of equipment and elevation Exhibit B — Detailed drawings sheet Exhibit C — Reference Photograph Exhibit D — Review Criteria and Staff findings Page 2of 2 r SA AN � ,.. , WA WI .4� a .m A3 Cf e 4' —I m r z 5 'ls u mns 3NI1 ALY3dOdd 1 _LS >I JVNS 3 3 �1 • y T 1 °v 1- m 1 3N11 Ald3dOdd i I I 'A 4 S( 1) 1 3 is VJINVnr 3 � 1. = , � — ,.,, 3Nn uT�aS tiivuEEtrat l l 5 i ° ' ? . 4 _ _ Ua3dOeld - _ } i� v r'xrlL� }a `4.-�v 13 1213811`) 3 x&13 i z EP 1111 14114 >3 in 2. 0. `, ,1' > S _ \ 1 4 tui g11 ` co 1 e � ° j ° 4 .V. S�V�5 �' 1 �s f c 5 .. = of " s ° \ _. Cn IL , �} ,1, )) I 6 C o . 9W i L „ ma y ) K > t =B �° i f e e ` z n I l . °' e . . 2 S l i 70 32 e5e.a Vi aae� -�. 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Wireless telecommunication services facilities and equipment: 26.575.130 The following standards are designed to foster the City's safety and aesthetic interests without imposing unreasonable limitations on wireless telecommunication services facilities and equipment: 1. Setbacks. At a minimum, all wireless telecommunication services facilities and equipment shall comply with the minimum setback requirements of the underlying zone district; if the following requirements are more restrictive than those of the underlying zone district, the more restrictive standard shall apply. a. All facilities shall be located at least fifty (50) feet from any property lines, except when roof - mounted (above the eave line of a building). Flat -roof mounted facilities visible from ground level within one - hundred (100) feet of said property shall be concealed to the extent possible within a compatible architectural element, such as a chimney or ventilation pipe or behind architectural skirting of the type generally used to conceal HVAC equipment. Pitched - roof - mounted facilities shall always be concealed within a compatible architectural element, such as chimneys or ventilation pipes. Staff response: The three antennas and microwave dish at 315 E. Dean will be located on an equipment platform which anticipates this type of use. The equipment will be approximately five feet from the outer edge of the platform and the platform itself is setback from the outer wall of the lodge. All equipment is below the Land Use Code's height provision for this type of device. This location qualifies as a "First Choice" under the selection criteria listed in 26.575.130. Staff finds this criterion met. b. Monopole towers shall be set back from any residentially zoned properties a distance of at least three (3) times the monopole's height (i.e., a sixty (60) foot setback would be required for a twenty (20) foot monopole) and the setback from any public road, as measured from the right -of -way line, shall be at least equal to the height of the monopole. Staff response: Not applicable. c. No wireless communication facility may be established within one - hundred (100) feet of any existing, legally established wireless communication facility except when located on the same building or structure. A ,/1 Staff response: The proposal uses an existing wireless telecommunicates equipment site. This is not in conflict with an adjacent telecommunicates area. Staff finds this criterion met. d. No portion of any antenna array shall extend beyond the property lines or into any front yard area. Guy wires shall not be anchored within any front yard area, but may be attached to the building. Staff response: The proposed antennas and facilities do not extend beyond the property lines. Staff finds this criterion met. 2. Height. The following restrictions shall apply: a. Wireless telecommunication services facilities and/or equipment not attached to a building shall not exceed thirty-five (35) feet in height or the maximum permissible height of the given Zone District, whichever is more restrictive. Staff response: Not applicable. b. Whenever a wireless telecommunication services antenna is attached to a building roof, the antenna and support system for panel antennas shall not exceed five (5) feet above the highest portion of that roof, including parapet walls and the antenna and support system for whip antennas shall not exceed ten (10) feet above the highest portion of that roof, including parapet walls. Staff response: The proposed antennas are five feet above the utility platform, and therefore do not exceed this requirement. Staff fmds this criterion met. c. The Community Development Director may approve a taller antenna height than stipulated in b. above if it is his or her determination that it is suitably camouflaged, in which case an administrative approval may be granted Staff response: Not applicable. d. If the Community Development Director determines that an antenna taller than stipulated in b. above cannot be suitably camouflaged, then the additional height of the antenna shall be reviewed pursuant to the process and standards (in addition to the standards of this Section) of Chapter 26.430 (Special review). Staff response: Not applicable. e. Support and/or switching equipment shall be located inside the building, unless it can be fully screened from view as provided in the "Screening" standards (26.475.130 and 26.575.130.F.5) below. ; Staff response: The proposal includes a plan where the support/switching instruments housed inside the building. Staff finds this criterion met. 3. Architectural compatibility. Whether manned or unmanned, wireless telecommunication services facilities shall be consistent with the architectural style of the surrounding architectural environment (planned or existing) considering exterior materials, roof form, scale, mass, color, texture and character. In addition: a. If such facility is accessory to an existing use, the facility shall be constructed out of materials that are equal to or of better quality than the materials of the principal use. Staff response: The St. Regis, at 315 E. Dean, is one of Aspen's luxury lodge accommodations. This building's exterior consists primarily of brick and stone. Given the scale of this building, wireless telecommunication uses were anticipated and the platform was created on the roof. The most logical method to mimic the materials of the building is to paint the equipment a similar color to the surrounding architectural materials, which the Applicant has committed to. Staff fmds this criterion met. b. Wireless telecommunication services equipment shall be of the same color as the building or structure to which or on which such equipment is mounted or as required by the appropriate decision - making authority (Community Development Director, Historic Preservation Commission, Planning and Zoning Commission or City Council, as applicable). Staff response: The Applicant has committed to painting the antennas and dish the same as the building color near the platform. Staff fords this criterion met. c. Whenever wireless telecommunication services equipment is mounted to the wall of a building or structure, the equipment shall be mounted in a configuration designed to blend with and be architecturally integrated into a building or other concealing structure, be as flush to the wall as technically possible and shall not project above the wall on which it is mounted. Staff response: Not applicable. d. Monopole support buildings, which house cellular switching devices and/or other equipment related to the use, operation or maintenance of the subject monopole, must be designed to match the architecture of adjacent buildings. If no recent and/or reasonable architectural theme is present, the Community Development Director may require a particular design that is deemed to be suitable to the subject location. Staff response: Not applicable. e. All utilities associated with wireless communication facilities or equipment shall be underground (also see "Screening" below). n A Staff response: The only utilities involved for this proposal are the electrical and coax conduits on the roof. These will not be visible from ground level. Staff finds this criterion met. 4. Compatibility with the natural environment. Wireless telecommunication services facilities and equipment shall be compatible with the surrounding natural environment considering land forms, topography and other natural features and shall not dominate the landscape or present a dominant silhouette on a ridge line. In addition: a. If a location at or near a mountain ridge line is selected, the applicant shall provide computerized, three- dimensional, visual simulations of the facility or equipment and other appropriate graphics to demonstrate the visual impact on the view of the affected ridges or ridge lines; an 8040 Greenline Review, pursuant to the provisions of Section 26.435.030, may also be required. Staff response: Not applicable. b. Site disturbances shall be minimized and existing vegetation shall be preserved or improved to the extent possible, unless it can be demonstrated that such disturbance to vegetation and topography results in less visual impact to the surrounding area. Staff response: Not applicable. c. Surrounding view planes shall be preserved to the extent possible. Staff response: The location of the proposed equipment does not impact an existing Mountain View Plane. Staff finds this criterion met. d. All wireless telecommunication services facilities and equipment shall comply with the Federal Communication Commission's regulations concerning maximum radio frequency and electromagnetic frequency emissions. Staff response: The Applicant is aware of all FCC regulations and committed to compliance. Staff fords this criterion met. 5. Screening. Roof -and- ground - mounted wireless telecommunication services facilities and equipment, including accessory equipment, shall be screened from adjacent and nearby public rights -of -way and public or private properties by paint color selection, parapet walls, screen walls, fencing, landscaping and/or berming in a manner compatible with the building's and/or surrounding environment's design, color, materials, texture, land forms and/or topography, as appropriate or applicable. In addition: a. Whenever possible, if monopoles are necessary for the support of antennas, they shall be located near existing utility poles, trees or other similar objects; consist of colors and materials that best blend with their background; and, have no individual antennas or climbing spikes on the pole other than those approved by the appropriate decision - making authority (Community Development Director, Historic Preservation Commission, Planning and Zoning Commission or City Council, as applicable). Staff response: Not applicable. b. For ground - mounted facilities, landscaping may be required to achieve a total screening effect at the base of such facilities or equipment in order to screen the mechanical characteristics; a heavy emphasis on coniferous plants for year -round screening may be required. Landscaping shall be of a type and variety capable of growing within one (1) year to a landscape screen which satisfactorily obscures the visibility of the facility. Staff response: Not applicable. c. Unless otherwise expressly approved, all cables for a facility shall be fully concealed from view underground or inside of the screening or monopole structure supporting the antennas; any cables that cannot be buried or otherwise hidden from view shall be painted to match the color of the building or other existing structure. Staff response: A cables and conduits associated with this facility will be located on the utility platform and not visible from ground level. Staff fords this criterion met. d. Chain Zink fencing shall be unacceptable to screen facilities, support structures or accessory and related equipment (including HVAC or mechanical equipment present on support buildings); fencing material, if used, shall be six (6) feet in height or less and shall consist of wood, masonry, stucco, stone or other acceptable materials that are opaque. Staff response: Not applicable. e. Notwithstanding the foregoing, the facility shall comply with all additional measures deemed necessary to mitigate the visual impact of the facility. Also, in lieu of these screening standards, the Community Development Director may allow use of an alternate detailed plan and specifications for landscape and screening, including plantings, fences, walls, sign and structural applications, manufactured devices and other features designed to screen, camouflage and buffer antennas, poles and accessory uses. For example, the antenna and supporting structure or monopole may be of such design and treated with an architectural material so that it is camouflaged to resemble a tree with a single trunk and branches on its upper part. The plan should accomplish the same degree of screening achieved by meeting the standards outlined above. Staff response: The proposed screening plan does not require any additional materials or landscaping. By painting the antennas and dish, stepping the placement back from the platform edge, and selecting the lowest antenna possible, the visual nuisance created by this proposal is significantly reduced. It does not pose a legitimate concern that necessitates additional screening. Staff finds this criterion met. 6. Lighting and signage. In addition to other applicable sections of the code regulating signage or outdoor lighting, the following standards shall apply to wireless telecommunication services facilities and equipment: a. The light source for security lighting shall feature down- directional, sharp cut -off luminaries to direct, control, screen or shade in such a manner as to ensure that there is no spillage of illumination off -site. Staff response: There is no lighting planned for this facility. Staff finds this criterion met. b. Light fixtures, whether free standing or tower - mounted, shall not exceed twelve (12) feet in height as measured from finished grade. Staff response: Not applicable. c. The display of any sign or advertising device other than public safety warnings, certifications or other required seals on any wireless communication device or structure is prohibited. Staff response: There is no signage proposed for this facility. Staff finds this criterion met. d. The telephone numbers to contact in an emergency shall be posted on each facility in conformance with the provisions of Chapter 26.510, Signs, of this Title. Staff response: The equipment on the roof will have the contact information of the appropriate entity in the event of an emergency. Staff finds this criterion met. 7. Access ways. In addition to ingress and egress requirements of the Building Code, access to and from wireless telecommunication services facilities and equipment shall be regulated as follows: a. No wireless communication device or facility shall be located in a required parking, maneuvering or vehicle /pedestrian circulation area such that it interferes with or in any way impairs, the intent or functionality of the original design. Staff response: This facility will be on the roof of the structure and will not impede any area of the building's normal operating ability. Staff fords this criterion met. b. The facility must be secured from access by the general public but access for emergency services must be ensured. Access roads must be capable of supporting all potential emergency response vehicles and equipment. Staff response: The roof is provided access by a non - public means. Staff finds this criterion met. c. The proposed easements for ingress and egress and for electrical and telephone shall be recorded at the County Clerk and Recorder's Office prior to the issuance of building permits. (Ord. No. 1 -2002 § 18; Ord. No. 52 -2003, §§ 14, 15) Staff response: Not applicable. REC Eiv Q ci 03201 co N Letter of Approval TO: City of Aspen FROM: St. Regis COA / HOA - 315 East Dean Street Aspen, Colorado 81611 RE: Rocky Mountain Broadband installation of 4G antenna on the roof of 315 East Dean Street An agreement between the St. Regis, their partner American Tower and Rocky Mountain Broadband has been signed and I, ' e ■is Ca-es � authorized agent for the hotel, agree to the terms of placing antennas on the roof of same propertyTor the purpose of providing fourth generation wireless broadband service (4G). Authorized Agent Signature \\ \\6 \\t t &rwa X c^9sir Date: Title ST REGIS ASPEN 315 EAST DEAN STREET, ASPEN, COLORADO 81611 • TEL 970 920 3300 FAX 970 9258998 • STRECIS_COM /ASPEN C ifr e Cky Height Confirmation for 601 Hopkins and St. Regis Antenna Installations a "� �/7 TO: City of Aspen COy� CO' OE <20>> FROM: Scott Wright — Rocky Mountain Broadband — CIO & Design Engineering `veOpN MFH RE: Rocky Mountain Broadband antenna installation at 601 E. Hopkins & St. Regis I have completed several tasks involving the heights of both St. Regis and 601 Hopkins, including physical measurements of each building using a mean average from corner to corner. I have studied the blueprints for each building and used GPS measurements. Each measurement was within 12" of any documented heights. I also communicated with American Tower regarding the St. Regis site and their recorded heights matched the other documented heights. The drawing heights recorded on the engineering documents are correct with a margin of error no more than 12" higher than the measured and documented heights. All values are currently correct and within the guidelines set forth by the City of Aspen. Scott Wright CIO — Rocky Mountain Broadband Date:Jan 11, 2011 Title stew art `r��j rant title Aspen Division 620 East Hopkins Avenue View your transaction progress 24/7 via SureClose. Phone: 970-925-3577 5711 y P g Phone:970- 925 -3577 Ask us about your login today! Fax: 970- 925 -1384 Date: January 31, 2011 Order Number: 942387 Buyer: Seller: 315 East Dean Associates Inc. Property Address: 315 East Dean Street, Aspen, CO 81611 Please direct all Closing inquiries to: Please direct all Title inquiries to: Linda Williams Phone: 970-766-0234 or 866-932-6093 Email Address: Iwilliam3@stewart.com SELLER: 315 East Dean Associates Inc. 150 E. 58th Street 14th Floor New York, New York 10155 LISTING BROKER: SELLING BROKER: Aspen Advanced Attn: Scott Wright Phone: Phone: (970) 948-2372 Email Address: scott @aspenadvanced.com r ,PEN *NELOPMEN7 We Appreciate Your Business And Look Forward to Serving You in the Future. w n ALTA Commitment (6/17/06) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by ste w art title guaranty company Stewart Title Guaranty Company, a Texas Corporation ( "Company “), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A. Countersigned: d YY ea ` title guaranty company • " W/ Senior Chairman of e Board tIZC� (.oliNE151�8tU(E Stewart Title Aspen Division chairman of the Board 620 East Hopkins Avenue Aspen, Colorado 81611 9 Phone: 970- 925 -3577 President Fax: 970-925-1384 Order Number: 942387 ALTA Commitment (6/17/06) u COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. Effective Date: January 13, 2011, at 7:30 A.M. Order Number: 942387 2. Policy or Policies To Be Issued: Amount of Insurance (a) A.L.T.A. Owner's (b) A.L.T.A. Loan THE ISLAMIC BANK OF THAILAND 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple 4. Title to the referenced estate or interest in said land is at the effective date hereof vested in: 315 EAST DEAN ASSOCIATES, INC., A DELAWARE CORPORATION 5. The land referred to in this Commitment is described as follows: COMMERCIAL UNIT ASPEN RESIDENCE CLUB AND HOTEL CONDOMINIUM MAP According to the Plat recorded January 21, 2005 in Plat Book 71 at Page 86 as Reception No. 506237 and as defined and described in the Declaration and Plan of Club Ownership For Aspen Residence Club and Hotel Condominium recorded January 21, 2005 as Reception No. 506236 COUNTY OF PITKJN, STATE OF COLORADO Purported Address: Statement of Charges: 315 East Dean Street These charges are due and payable before a Policy can Aspen, Colorado 81611 be issued: Commitment Fee $100.00 Order C m it 942387 p �{: ALTA Commitment ol (6 (6/17/06) — Schedule A s L� ` Title Officer Linda Williams title guaranty company Page 1 of 1 COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 1 REQUIREMENTS Order Number: 942387 The following are the requirements to be complied with: 1. Payment to or for the account of the grantor(s) or mortgagor(s) of the full consideration for the estate or interest to be insured. 2. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. 3. NONE AT THIS TIME NOTE: This product is for informational purposes only. It is not a title insurance product and does not provide any form of coverage. This product is not a guarantee or assurance, and does not warrant, or otherwise insure, any condition, fact or circumstance. This product does not obligate this Company to issue any policies of title insurance for any subsequent transaction based on the information provided or involving the property described herein. This Company's sole liability for any error(s) relating to this product is limited to the amount that was paid for this product. Order Number. 942387 stem/art ALTA Commitment (6/17/06)— Schedule B 1 Page 1 of 1 title guaranty company COMMITMENT FOR TITLE INSURANCE SCHEDULE B — Section 2 EXCEPTIONS Order Number: 942387 The policy or policies to be issued will contain exceptions to the following unless the same are disposed of to the satisfaction of the Company: 1. Rights or claims of parties in possession, not shown by the public records. 2. Easements, or claims of easements, not shown by the public records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land and not shown by the public records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof, but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. 6. Unpatented mining claims, reservations or exceptions in patents, or in acts authorizing the issuance thereof. 7. Water rights, claims or title to water. 8. Any and all unpaid taxes and assessments and unredeemed tax sales. 9. The effect of inclusion in the following tax districts: Pitkin County; Healthy Community Fund; Aspen Ambulance District; Open Space & Trails; Pitkin County Library; City of Aspen; Aspen Fire Protection; Aspen Sanitation District; Colorado Mtn. College; Colorado River Water Cons.; Aspen Historic District. 10. Reservations and exceptions in Patents, or Acts authorizing the issuance thereof, including the reservation of the right of proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises as reserved in United States Patent recorded April 4, 1884 in Book 11 at Page 65. 11. Terms and conditions of Assignment of Easement between Ralph P. and Marian H. Melville and Mountain Chalet Enterprises Inc. recorded December 29, 1975 in Book 307 at Page 88. Order Number: 942387 rL�A/�" ` ALTA Commitment (6/17/06) - Schedule B 2 V `VVV ��� ��- Page I of 3 title guaranty company C �. 12. All matters contained in the City of Aspen Ordinance No. 14, Series of 1985 recorded June 26, 1985 in Book 488 at Page 717. 13. Easement and right of way by Savanah Limited Partnership to Mountain Chalet Enterprises recorded October 4, 1989 in Book 604 at Page 184 as Reception No. 315797. 14. Planned Unit Development/Subdivision Agreement with City of Aspen recorded October 3, 1988 in Book 574 at Page 792; recorded August 15, 1990 in Book 627 at Page 457; recorded September 23, 1992 in Book 689 at Page 317; recorded January 7, 1993 in Book 699 at Page 978; recorded February 9, 1993 in Book 703 at Page 221; recorded January 20, 2004 as Reception No. 493607 and PUD Map recorded January 20, 2004 as Reception No. 493606 15. Covenant regarding Parking Spaces recorded December 14, 1992 in Book 697 at Page 499 as Reception No. 351804. 16. Easement and right of way to Holy Cross Electric Service recorded January 25, 1993 in Book 701 at Page 818 as Reception No. 353291. 17. All matters shown on the plats recorded October 3, 1988 in Plat Book 21 at Page 35; Amendments recorded July 1, 1989 in Plat Book 22 at Page 85; recorded December 28, 1990 in Plat Book 25 at Page 49; recorded October 1, 1992 in Plat Book 29 at Page 71 and recorded February 9, 1993 in Plat Book 30 at Page 65. 18. All matters shown on the plat of The Aspen Residence Club and Hotel Condominium Map recorded in Plat Book 71 at Page 86. 19. Planned Unit Development/Subdivision Agreement recorded January 15, 1998 as Reception No. 412581. 20. Lease between SLT Aspen Dean Street, LLC and Voicestream PCS II Corporation recorded November 3, 1999 as Reception No. 437363. 21. Agreement to Redefine Open Space Easement by SLT Aspen Dean Street, LLC and Savanah Limited Partnership recorded January 30, 2001 as Reception No. 451036. 22. Declaration and Plan of Club Ownership for Aspen Residence Club and Hotel Condominium recorded January 21, 2005 as Reception No. 506236. 23. Aspen Planning and Zoning Commission Resolution No. 6, Series of 2005, Approving A Planned Unit Development Amendment to the St. Regis Hotel recorded February 25, 2005 as Reception No. 507359. 24. Surrender of Control and Partial Modification of Rights for Aspen Residence Club And Hotel Condominium recorded October 4, 2010 as Reception No. 574027. ��� � Order Number: 942387 r SteW t ALTA Commitment (6/17/06) — Schedule B 2 �V Page 2 of 3 title guaranty company 25. A Deed of Trust dated September 29, 2010, executed by 315 East Dean Associates, Inc., to the Public Trustee, to secure an indebtedness of $71,336,000.00 in favor of The Islamic Bank Of Thailand recorded October 4, 2010 as Reception No. 574028. 26. Subordination, Non - Disturbance and Attomment Agreement among The Islamic Bank of Thailand, Sheraton Operating Corporation and 315 East Dean Associates Inc. recorded October 4, 2010 as Reception No. 574029. 27. Assignment of Leases and Rents recorded October 4, 2010 as Reception No. 574030. 28. Notice by Disburser recorded October 4, 2010 as Reception No. 574031. 29. Any and all leases and tenancies. Order Number: 942387 S ALTA Commitment (6/17 /06)— Schedule B 2 VVV W�,VWV./ rrr Page 3 of 3 title guaranty company STG Privacy Notice 1 (Rev 01/26/09) Stewart Title Companies WHAT DO THE STEWART TITLE COMPANIES DO WITH YOUR PERSONAL INFORMATION? Federal and applicable state law and regulations give consumers the right to limit some but not all sharing. Federal and applicable state law regulations also require us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand how we use your personal information. This privacy notice is distributed on behalf of the Stewart Title Guaranty Company and its affiliates (the Stewart Title Companies), pursuant to Title V of the Gramm -Leach -Bliley Act (GLBA). The types of personal information we collect and share depend on the product or service that you have sought through us. This information can include social security numbers and driver's license number. All financial companies, such as the Stewart Title Companies, need to share customers' personal information to run their everyday business —to process transactions and maintain customer accounts. In the section below, we list the reasons that we can share customers' personal information; the reasons that we choose to share; and whether you can lint this sharing. I Tteasons we can share your personal information Do we share? Can you limit this sharing? For our everyday business purposes— to process your transactions and maintain your account. This may include running the business and managing customer Yes No accounts, such as processing transactions, mailing, and auditing services, and responding to court orders and legal investigations. For our marketing purposes— to offer our products and services to you. Yes No For joint marketing with other financial companies No We don't share For our affiliates' everyday business purposes-- information about your transactions and experiences. Affiliates are companies related by common ownership or control. They can be financial and nonfinancial companies. Our Yes No affiliates may include companies with a Stewart name; financial companies, such as Stewart Title Company For our affiliates' everyday business purposes— information about your No We don't share creditworthiness. For our affiliates to market to you Yes No For non - affiliates to market to you. Non - affiliates are companies not related by No We don't share common ownership or control. They can be financial and nonfinancial companies. We may disclose your personal information to our affiliates or to non - affiliates as permitted by law. If you request a transaction with a non - affiliate, such as a third party insurance company, we will disclose your personal information to that non - affiliate. [We do not control their subsequent use of information, and suggest you refer to their privacy notices.] Sharing practices How often do the Stewart Title Companies We must notify you about our sharing practices when you request a transaction. notify me about their practices? How do the Stewart Title Companies To protect your personal information from unauthorized access and use, we use security protect my personal information? measures that comply with federal and state law. These measures include computer, file, and building safeguards. How do the Stewart Title Companies We collect your personal information, for example, when you collect my personal information? • request insurance - related services • provide such information to us We also collect your personal information from others, such as the real estate agent or lender involved in your transaction, credit reporting agencies, affiliates or other companies. What sharing can I limit? Although federal and state law give you the right to limit sharing (e.g., opt out) in certain instances, we do not share your personal information in those instances. Contact Us If you have any questions about this privacy notice, please contact us at: Stewart Title Guaranty Company, 1980 Post Oak Blvd., Privacy Officer, Houston, Texas 77056 Order Number: 942387 DISCLOSURES Order Number: 942387 Note: Pursuant to C.R.S. 10 -11 -122, notice is hereby given that: A. The subject real property may be located in a special taxing district; B. A certificate of taxes due listing each taxing jurisdiction shall be obtained from the county treasurer or the county treasurer's authorized agent; C. Information regarding special districts and the boundaries of such districts may be obtained from the board of county commissioners, the county clerk and recorder, or the county assessor. Note: Colorado Division of Insurance Regulations 3 -5 -1, Subparagraph (7) (E) requires that "Every title entity shall be responsible for all matters which appear of record prior to the time of recording whenever the title entity conducts the closing and is responsible for recording or filing of legal documents resulting from the transaction which was closed." Provided that Stewart Title conducts the closing of the insured transaction and is responsible for recording the legal documents from the transaction, exception number 5 will not appear on the Owner's Title Policy and the Lender's Title Policy when issued. Note: Affirmative Mechanic's Lien Protection for the Owner may be available (typically by deletion of Exception Na 4 of Schedule B, Section 2 of the Commitment from the Owner's Policy to be issued) upon compliance with the following conditions: A. The land described in Schedule A of this commitment must be a single - family residence, which includes a condominium or townhouse unit. B. No labor or materials have been furnished by mechanics or materialmen for purposes of construction on the land described in. Schedule A of this Commitment within the past 6 months. C. The Company must receive an appropriate affidavit indemnifying the Company against unfiled mechanic's and Materialmen's Liens. D. The Company must receive payment of the appropriate premium. E. If there has been construction, improvements or major repairs undertaken on the property to be purchased, within six months prior to the Date of the Commitment, the requirements to obtain coverage for unrecorded liens will include: disclosure of certain construction information; financial information as to the seller, the builder and/or the contractor; payment of the appropriate premium; fully executed Indemnity agreements satisfactory to the company; and, any additional requirements as may be necessary after an examination of the aforesaid information by the Company. No coverage will be given under any circumstances for labor or material for which the insured has contracted for or agreed to pay. Note: Pursuant to C.R.S. 10 -11 -123, notice is hereby given: A. That there is recorded evidence that a mineral estate has been severed, leased or otherwise conveyed from the surface estate and that there is a substantial likelihood that a third party holds some or all interest in oil, gas, other minerals, or geothermal energy in the property; and B. That such mineral estate may include the right to enter and use the property without the surface owner's permission. This notice applies to owner's policy commitments containing a mineral severance instrument exception, or exceptions, in Schedule B, Section 2. NOTHING HEREIN CONTAINED WILL BE DEEMED TO OBLIGATE THE COMPANY TO PROVIDE ANY OF THE COVERAGES REFERRED TO HEREIN UNLESS THE ABOVE CONDITIONS ARE FULLY SATISFIED. Order Number: 942387 Disclosures Stewart Title DISCLOSURE The title company, Stewart Title - Aspen Division in its capacity as escrow agent, has been authorized to receive funds and disburse them when all funds received are either: (a) available for immediate withdrawal as a matter of right from the financial institution in which the funds are deposited, or (b) are available for immediate withdrawal as a consequence of an agreement of a financial institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn. The title company is disclosing to you that the financial institution may provide the title company with computer accounting or auditing services, or other bank services, either directly or through a separate entity which may or may not be affiliated with the title company. This separate entity may charge the financial institution reasonable and proper compensation for these services and retain any profits there from. The title company may also receive benefits from the financial institution in the form of advantageous interest rates on loans, sometimes referred to as preferred rate loan programs, relating to loans the title company has with the financial institution. The title company shall not be liable for any interest or other charges on the earnest money and shall be under no duty to invest or reinvest funds held by it at any time. In the event that the parties to this transaction have agreed to have interest on eamest money deposit transferred to a fund established for the purpose of providing affordable housing to Colorado residents, then the earnest money shall remain in an account designated for such purpose, and the interest money shall be delivered to the title company at closing. • CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any Loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and Stipulations and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at http://www.alta.org. s te w art -title guaranty company All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at P.O. Box 2029, Houston, Texas 77252. • 1/4,d Jennifer Phelan From: Jennifer Phelan Sent: Tuesday, December 28, 2010 9:10 AM To: 'William Bailey' Subject: RE: pre - application summaries for 2 facilities Hi William: Richard needs to submit some additional items that I originally requested and thought he would get me those items after the holidays. King regards, Jennifer "` 1A, C I l nuo iC .1 +" Phelan., AICP A 42k \ 9 * C Deputy Director Community Development Department � City of Aspen ` 1 1wV /' 130 S. Galena Street Aspen, CO 81611 -11s- _ -- d J l51/� vv _ , /t `1 ek F 9792.2543 \ t �� \� FAX: : 970.0.920.5439 LL www.aspenpitkin.com ' n � \ (At tA' II 4l From: William Bailey [mailto:wbailey @digitel.net] Sent: Tuesday, December 28, 2010 7:15 AM To: Jennifer Phelan Subject: Re: pre - application summaries for 2 facilities Importance: High Jennifer, I wanted to check in on the progress of the Rocky Mountain Broadband applications. I know that Scott Wright and Richard Kolsby turned in the requested changes a couple of weeks ago... are there others that need to be made or information that they did not turn in that you still need? We would like to move forward with the project as soon as possible. I hope you are enjoying the holidays, please let me know if additional information is required so that we can get it to you. Thanks, William P. Bailey Director of Field Operations Digitel Corporation 770 -595 -9432 (cell) 770 - 452 -9284 (office) On 11/4/10 7:47 PM, "Jennifer Phelan" <Jennifer.Phelan @ci.aspen.co.us> wrote: HI William: the vicinity map is required to be 8.5" x 11" we accept scaled drawings up to 24" by 36 "; however we prefer 11" by 17" if possible for scanning reasons. Height is to the top of the antenna. r ,-� Jewn.i$r Phelan AICP Deputy Director Community Development Department City of Aspen 130 S. Galena Street Aspen, CO 81611 PH 970.429.2759 FAX 970.920.5439 www.aspenpitkin.com From: William Bailey [mailto:wbailev©digitel.netl Sent: Wednesday, November 03, 2010 5:08 PM To: Jennifer Phelan Subject: Re: pre - application summaries for 2 facilities Sorry, one more question...is the antenna height of 5' to the RAD center or is the requirement 5' to the top of the antenna? Thanks, William From: "Jennifer Phelan" < Jennifer.Phelan @ci.aspen.co.us> Date: Wed, 3 Nov 2010 16:35:25 -0600 To: William Bailey <wbailey @digitel.net> Subject: FW: pre- application summaries for 2 facilities l( Hi William: Sony, 1 sent the email rather than pasting some additional text. My apologies. Following is the complete email. The applications have been entered as case number 0066.2010.aslu (601 W. Hopkins) and 0067.2010.aslu (315 E. Dean Street). Both applications do not provide information necessary to complete the review and are deemed incomplete. No further review will be undertaken until the following information is provided. Contact me with any questions. 1) 26.304.030 (B)(3), Disclosure f ownershi . The disclosure is required to be in the form of a current certificate of title or lic nsed Colorado attorney. Ownership information from the assessor's web -site is not adequate. It appears that 601 E Hopkins is a condominium form of ownership and bass cahn -601, LLC is not the sole proprietor of the property. We'll need a letter from an authorized representative of the HOA consenting to the application. Same for the St. Regis, it is also condominiumized. 2) 26.575.130 (D)(1). Scaled Drawings. All of your drawings on both applications have been reduced so that they cannot be measured. We need scaled drawings, please consider some of the subsequent comments also when providing scaled site plans, elevations etc. 3) 26.575.130 (D)(2). Survey. As both proposals are roof installations, I'll waive the requirement but would like 2 `%40/ confirmation that the engineer's elevations with regard to height are accurate. 4) 26.575.130 (D)(4). Elevation drawings. Same as comment 2. 5) 26.575.130 (F)(1)(a). setbacks. Any roof mounted facilities visible from the ground within 100 feet of the property shall be concealed to the extant possible. This is not clearly articulated in the applications. 6) 26.575.130 (F)(1)(c). location of wireless. No facility,can be located within 100 feet of an existing facility. Please confirm that 601 W. Hopkins is not being located within 100 feet of another wireless facility. 7) 26.575.130 (F)(2)(b). Height. Antennas cannot be higher than 5 feet above roof or parapet. Again the elevations are not to scale and the photos and elevations don't appear to reconcile. For example, the 601 elevations (sheet C -3) cannot be measured and the installation on the St. Regis appear to be 8 feet tall. Best regards, Jennifer Jennifer Phelan, AICP Deputy Director Community Development Department City of Aspen 130 S. Galena Street Aspen, CO 81611 PH: 970.429.2759 FAX: 970.920.5439 www.aspenpitkin.com From: Jennifer Phelan Sent: Wednesday, November 03, 2010 4:18 PM To: 'William Bailey' Subject: RE: pre - application summaries for 2 facilities Hi William: The applications have been entered as case number 0066.2010.aslu (601 W. Hopkins) and 0067.2010.aslu (315 E. Dean Street). Both applications do not provide information necessary to complete the review and are deemed incomplete. No further review will be undertaken until the following information is provided. 1) 26.304.030 (B)(3), Disclosure of ownership. The disclosure is required to be in the form of a current certificate of title or licensed Colorado attorney. Ownership information from the assessor's web -site is not adequate. It appears that 601 E Hopkins is a condominium form of ownership and bass cahn -601, LLC is not the sole proprietor of the property. We'll need a letter from an authorized representative of the HOA consenting to the application. Same for the St. Regis, it is also condominiumized. 2) 26.575.130 (D)(1). Scaled Drawings. All of your drawings on both applications have been reduced so that they cannot be measured. We need scaled drawings, please consider some of the subsequent comments also when providing scaled site plans, elevations etc. 3 3) 26.575.130 (D)(2). Survey. As both proposals are roof installations, I'II waive the requirement but would like ' confirmation that the engineer's 4) 26.575.130 (D)(4). Elevation drawings. Same as comment 2. 5) 26.575.130 (F)(1)(a). setbacks. Any roof mounted facilities visible from the ground within 100 feet of the property shall be concealed to the extant possible. This is not clearly articulated in the applications. 6) Jennifer Phelan, AICP Deputy Director Community Development Department City of Aspen 130 S. Galena Street Aspen, CO 81611 PH: 970.429.2759 FAX: 970.920.5439 www.aspenpitkin.com From: William Bailey [mailto:wbailey @digitel.netl Sent: Tuesday, November 02, 2010 5:08 PM To: Jennifer Phelan Subject: Re: pre - application summaries for 2 facilities Importance: High Jennifer, I wanted to check in with you and see if the zoning applications had made it to your desk and if there is any additional information I need to provide. I submitted them on Friday 10/29 for Rocky Mountain Broadband for wireless telecommunications sites to be located at 601 E Hopkins, and 315 E Dean Street. If I have not given enough time to get it entered in to the system for review, I apologize. Thanks for your help, William P. Bailey Director of Field Operations Digitel Corporation 770 -595 -9432 (cell) 770 - 452 -9284 (office) On 10/18/10 7:15 PM, "Jennifer Phelan" < Jennifer .Phelan @ci.aspen.co.us> wrote: Hi William: Feel free to call our Planner of the Day line at 970 - 429 -2764 to discuss your required land use review with a planner, if you are in town walk -in hours are 9 -12 and 1 -3:30 (except for Thursdays from 10 -12). 4 Best regards, Jennifer Jennifer Phelan, AICP Deputy Director Community Development Department City of Aspen 130 S. Galena Street Aspen, CO 81611 PH: 970.429.2759 FAX: 970.920.5439 www.aspenpitkin.com From: William Bailey [mailto:wbailey@digitel.netl Sent: Monday, October 18, 2010 10:38 AM To: Jennifer Phelan; Richard Kolsby Cc: wbailey @digitel.net; Scott Subject: Re: pre- application summaries for 2 facilities Importance: High Jennifer, Thanks for sending this information. In reading about this process I see that there is a suggestion for a conference to discuss the requirements of the process in detail. How do I arrange that conference? Is it typically an on site meeting or a teleconference? Any help you can provide is appreciated. Thanks, William From: "Jennifer Phelan" < Jennifer.Phelan @ci.aspen.co.us> Date: Fri, 15 Oct 2010 15:15:45 -0600 To: <rkolsby @elantexwireless.com> Cc: <wbailey @digitel.net> Subject: pre- application summaries for 2 facilities Hi Richard: I'm sorry you were not aware of the regulations in place in Aspen requiring land use approvals prior to installation of any wireless facilities. Attached are two pre - application summaries that provide an overview of the review process and materials that need to be submitted with links to the an application and the 5 city's adopted regulations. Once the applications are submitted and deemed complete, we'll be glad to process them. • Best regards, Jennifer Jennifer Phelan, AICP Deputy Director Community Development Department City of Aspen 130 S. Galena Street Aspen, CO 81611 PH: 970.429.2759 FAX: 970.920.5439 www.aspenpitkin.com Email secured by Check Point Email secured by Check Point 6 A, -d 2 Y s 6 a `..a✓ € s o m F CB N g = g $ m 3 p . m x $ S . 52' gb! C o 3,fi £?F 73 G gr5 O . T Z O —1 (1 50 g O D zs Z Z g Q s$ € / AAA i'2 n 0 U) N 2 54 5 5 1 2 ss^/sr Z O fl 4" ,,,J sw ^ 'r s gaasr > 7) rn C) ':41A m sr N V V) (JI G) 7 ` � x i A _ Arce " 8 d _ C V m IJ - / O J a g < ' - _ ' I I ° r 0 m //� s smc"c iO q Z \/J R D 8 , 0 s nr µ . srl ^ - 3 m D w D O 0 p '2;ak,u sr m ac ' O ^ 8 CD ^� 0 smnrn S ' " p Z (7 g lj sGarMd Sr ~ N Migy F O m m m m CO O O < X y n ssM,r= ° P. � � ` z�� yC (/) rq d s sm ,f. 6 S14 c 5 s D D Z ...a „ lel Ns Va /JAJ g s, —, 0 H I' " o� : p s Z 0 1' °�(s!) 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't, .. „„l U'i oZ,, ` °Fhr Jw '� '1P�+'• f ♦ j I X t ,�,y{ E t �{� r T r Mir.x to L RE CEIVED l; N 1 2 2011 CITY OF AS COMMUNITY UEV RECEIVED Y P PifT 28 2010 CITY OF ASPEN CITY Oh ASPEN PRE- APPLICATION CONFERENCE SUMMARY COMMUNITY DEVELOPMENT PLANNER: Jennifer Phelan, 970.429.2759 DATE: 10/15/09 PROJECT: Wireless Broadband Antennae at St. Regis REPRESENTATIVE: Richard Kolsby, 404.229.8953 OWNER: SLT Aspen Dean Street, LLC TYPE OF APPLICATION: Wireless Telecommunications Services Facilities and Equipment DESCRIPTION: The applicant, plans to submit an application for Wireless Telecommunication Services Facilities and Equipment for the rooftop at the St. Regis hotel located at 315 Dean St. The proposed plan includes three wireless broadband arrays to be located in a same area that other wireless t -comm equipment has been placed. Wireless telecommunications applications are an administrative review. No public notice is required. Below is a link to the Land Use application Form for your convenience. http://www.aspenpitkin.com/pdfs/depts/41/landuseappform.pdf Below is a link the Land Use Code for your convenience: http: / /www.aspenpitkin. com / Departments / Community- Development/Planninq and Zoninq/Title -26- Land- Use -Code/ Use Code Section(J, 26.304 Common Development Review Procedures 26.575.130 Wireless telecommunications services facilities and equipment Important sections to meet: 26.575.130 D -F Review by: Community Development Staff for complete application Public Hearing: Not required Planning Fees: Administrative Review: $735 for Community Development Administrative review. This includes three (3) hours of staff time. Additional staff hours, if needed, will be billed at $245 per hour. Total Deposit (P &Z): $735 Total Number of Application Copies: 2 To apply, submit the following information n Total Deposit for review of application. sis 0 Pre - application Conference Summary. n Applicant's name, address and telephone number, contained within a letter signed by the applicant stating the name, address, and telephone number of the representative authorized to act on behalf of the applicant. If the property is condominiumized a letter from the HOA is required. "+b." O Street address and legal description of the parcel on which development is proposed to occur, consisting of a current certificate from a title insurance company, or attorney licensed to practice in the State of Colorado, listing the names of all owners of the property, and all mortgages, judgments, liens, easements, contracts and agreements affecting the parcel, and demonstrating the owner's right to apply for the Development Application. O A site plan depicting the proposed layout and the project's physical relationship to the land and its surroundings. ll Completed Land Use application and signed fee agreement. O An 8 1/2" x 11" vicinity map locating the subject parcels within the City of Aspen. A written description of the proposal and a written explanation of how a proposed development complies with the review standards relevant to the development application ( §26.575.130 D - F). O Elevation drawings or "before and after" photographs /drawings simulating and specifying the location and height of antennas, support structures, transmission building(s) and /or other accessory uses, fences, and signs. C Structural integrity report or letter clarifying the installation and support program for the proposed wireless telecommunication equipment. Disclaimer: The foregoing summary is advisory in nature only and is not binding on the City. The summary is based on current zoning, which is subject to change in the future, and upon factual representations that may or may not be accurate. The summary does not create a legal or vested right. . 4 1 ‘ 4 I PP e tn pi I Cps / T� 2 8 Z C L/ /0 CITY OF ASPEN COMMUNITY DEVELOPMENT DEPARTME1VV /h t Agreement for Payment of City of Aspen Development Application Fees "'C� CITY OF ASPEN (hereinafter CITY) and Rocky", er /? 0V4 (hereinafter APPLICANT) AGREE AS FOLLOWS: 1. APPLICANT has submitted to CITY an application for ST /294 /5 — 7/s4 D4.1i 9r (hereinafter, THE PROJECT). 2. APPLICANT understands and agrees that the City of Aspen has an adopted fee structure for Land Use applications and the payment of all processing fees is a condition precedent to a determination of application completeness. 3. APPLICANT and CITY agree that because of the size, nature or scope of the proposed project, it is not possible at this time to ascertain the full extent of the costs involved in processing the application. APPLICANT and CITY further agree that it is in the interest of the parties that APPLICANT make payment of an initial deposit and to thereafter permit additional costs to be billed to APPLICANT on a monthly basis. APPLICANT agrees additional costs may accrue following their hearings and/or approvals. APPLICANT agrees he will be benefited by retaining greater cash liquidity and will make additional payments upon notification by the CITY when they are necessary as costs are incurred. CITY agrees it will be benefited through the greater certainty of recovering its full costs to process APPLICANT'S application. 4. CITY and APPLICANT further agree that it is impracticable for CITY staff to complete processing or present sufficient information to the Historic Preservation Commission, Planning and Zoning Commission and/or City Council to enable the Historic Preservation Commission, Planning and Zoning Commission and/or City Council to make legally required findings for project consideration, unless current billings are paid in full prior to decision. 5. Therefore, APPLICANT agrees that in consideration of the CITY's waiver of its right to collect full fees prior to a determination of application completeness, APPLICANT shall pay an initial deposit in the amount of $ 73 S which is for (3) 73 of Community Development staff time, and if actual recorded costs exceed the initial deposit, APPLICANT shall pay additional monthly billings to CITY to reimburse the CITY for the processing of the application mentioned above, including post approval review at a rate of $245.00 per planner hour over the initial deposit. Such periodic payments shall be made within 30 days of the billing date. APPLICANT further agrees that failure to pay such accrued costs shall be grounds for suspension of processing, and in no case will building permits be issued until all costs associated with case processing have been paid. CITY OF ASPEN APPLICANT B By: _ / ' Chris Bendon I Community Development Director Date: 10 l 2.kf ( � Billing Address and Telephone Number: 33 p aces .. t ✓` Pn Pr,A I,o 3 , =,31 '. i ,. 1 ATTACHMENT 2 —LAND USE APPLICATION REC EI VED Or,..O.IECT: C r n 2 8 2010 Name: gocN-'1 1j& it4a.,t j3eoacBP'+ C ITY nf . Location: 3/S '- >4(0,,-, sra_ T A co B 161 1 C MUMI 1 OE V E Q M �. (Ind street address, lot & block number, lega description where appropriate) Parcel ID # (REQUIRED) 27 3'7 / 8 Z g V 0 3 3 APPLICANT: Name: Plc-FA API, }cnr.53y Address: 330 L (e9u,S rt(z -1 M4- A7 TA , 6A- 3033q Phone #: 4 cc( - "2: - 8 9 C3 REPRESENTATIVE: Name: (j.- -iHrv 13AtL4 Address: 2Loo SCHcot- /O2( ✓4. /7LA 6A '3036n / Phone #: 77o - S95 5'2 '- 43 TYPE OF APPLICATION: (please check all that apply): ❑ GMQS Exemption ❑ Conceptual PUD ❑ Temporary Use ❑ GMQS Allotment ❑ Final PUD (& PUD Amendment) ❑ Text/Map Amendment °❑ Special Review ❑ Subdivision ❑ Conceptual SPA `4— ❑ ESA - 8040 Greenline, Stream ❑ Subdivision Exemption (includes ❑ Final SPA (& SPA Margin, Hallam Lake Bluff, condominiumization) Amendment) Mountain View Plane ❑ Commercial Design Review ❑ Lot Split ❑ Small Lodge Conversion/ Expansion ❑ Residential Design Variance ❑ Lot Line Adjustment R Other: Whet/45) iit tO m t.n IW ❑ Conditional Use EXISTING CONDITIONS: (description of existing buildings, uses, previous approvals, etc.) _ 1 -Di nit 14 AC 4c,51/,.IC WIR4t-4` F,ac, ✓7 ,745 n10 /1Dor. `S, it ' % n .J G M- , . .-I [• to • 5 r T e z.- 1 N .i i >t,p s. OAK S 0 tulhk..t i t pr 70,4 . PROPOSAL: (description of proposed buildings, uses, modifications, etc.) - I MSfAttiaro4 of 3 /J0,4 lei ,J4 79-41/ 4C ROOF , 7 °P S TAN PS to S. PPe ? l)1WAC i4,tYRrtrJh\ fPo »l I>I/J6 NI611 SPSk.P u)(ASCt,£SS 4ROtP&z ✓A St -e_vet L5 . Have you attached the following? FEES DUE: $ 1 35, ego ❑ Pre- Application Conference Summary ❑ Attachment #1, Signed Fee Agreement ❑ Response to Attachment #3, Dimensional Requirements Form ❑ Response to Attachment #4, Submittal Requirements- Including Written Responses to Review Standards ❑ 3 -D Model for large project -s-U plans that are larger than 8.5" X 11" must be folded. A disk with an electric copy of all written text ''_icrosoft Word Format) must be submitted as part of the application. Large scale projects should include an electronic 3 -D modeL Your pre - application conference summary will indicate if you must submit a 3 -D model. ATTACHMENT3 DIMENSIONAL REQUIREMENTS FORM E Project: k1 • 12-4.6/5 - 31S 4, 4 SC Applicant: jt ocitl rtt tLt 04 3 R-o A 1 1> Location: 375 4 !3£.a, s r A sp£,4 / ez' B t6 / l Zone District: P R? Lot Size: 2 e o `iv Lot Area: 2 4f3 / o v (for the purposes of calculating Floor Area, Lot Area may be reduced for areas within the high water mark, easements, and steep slopes. Please refer to the definition of Lot Area in the Municipal Code.) Commercial net leasable: Existing: /t/A Proposed: 4/.4 Number of residential units: Existing: A/A Proposed: NA Number of bedrooms: Existing: ,/4 Proposed: NA Proposed % of demolition (Historic properties only): n/ A- DIMENSIONS: Floor Area: Existing: , VA Allowable: ,✓A- Proposed: �✓4- Principal bldg. height: Existing: y/A- Allowable: ,, Proposed: i•,R Access. bldg. height: Existing: l D ' Allowable: 1 O � Proposed: 66 On -Site parking: Existing: ',A Required: -"(A- Proposed: /JP % Site coverage: Existing: Required: A )A- Proposed: % Open Space: Existing: A✓'" Required: n/A Proposed: NA Front Setback: Existing: v/a Required: NA Proposed: vi Rear Setback: Existing: n/A Required: NA Proposed: / Combined F/R: Existing: a/A Required: ,VA- Proposed: , ,TA Side Setback: Existing: n/A Required: ,/4 Proposed: ,/,4- Side Setback: Existing: nv/+ Required: NA Proposed: A,." Combined Sides: Existing: t" Required: NA Proposed: , /A Distance Between Existing ^/ 2 "iA Proposed: elfA Buildings Existing non - conformities or encroachments: /✓d N Variations requested: ✓"wt./ Rocky Mountain Broadband - Zoning Application DIGITELI City of Aspen - Wireless Broadband Project Rocky Mountain Broadband - New Installation Property Owner: Applicant: Applicant Representative 315 E. Dean Assoc Inc Rocky Mountain Broadband Digitel Corporation 150 E 58th St 14th Floor 3306 Paces Ferry Avenue 2600 School Drive New York, NY 10155 Atlanta, GA 30339 Atlanta, GA 30360 Attn: William Bailey 770 - 595 -9432 Site Name: St. Regis Site Address: 315 East Dean Street, Aspen, CO 81611 Equipment Area: Base Area = 9.67 sq ft (3 units, total sq ft = 29.01 sq ft) Parcel Area: 243,040 Parcel #: 273718285033 Zoning: PUD Process: Administrative Wireless Broadband /Telecom Planner: Jennifer Phelan Request: Administrative wireless broadband /telecom approval to allow the installation of three non - penetrating roof mount stands to support three 2.4GHz WiMAX antennas in the C -1 Zone district. The system will provide mobile high -speed broadband services to residents, businesses, schools, and tourists in the City of Aspen. Request and Justification Rocky Mountain Broadband will provide high -speed mobile broadband services to the City of Aspen, for use by residents, businesses, schools, and tourists. In order to provide these services, the use of this location was selected as a site key to the coverage of the City of Aspen. The site was selected based on its location within the City of Aspen, as well as its siting to other Wireless Telecom facilities. The characteristics of this installation will comply with the City of Aspen's zoning requirements. This location will provide adequate and uninterrupted service as required by the Federal Communications Commission (FCC) while offering the residents, business, schools, and tourists access to a cutting edge technology that is faster and more reliable than existing wireless broadband services. Site: St. Regis 1 Rocky Mountain Broadband - Zoning Application DIGITEL1 Design and Detail The proposed installation will consist of three non - penetrating roof mount stands that will house three 2.4 GHz antennas. Each non - penetrating roof mount stand has a base of 34.8" x 40" and a 2 3/8" OD mast. The dimensions of the antenna to be installed are 48 "x6.5 "x3.3 ". The antennas RAD center will be 6' above the roof level of the building. All three non - penetrating roof mount stands will be secured using ballast consisting of concrete block. All stands will be set off side of building 5' or greater. Structural analysis and additional information is included at the end of this document. The equipment cabinet that houses the electronics will be stored inside the building. In summation, there will be three non - penetrating roof mount masts, to support three WiMAX antennas installed on the roof of the building. The equipment cabinet will not be visible as it is located inside the building. Compliance with the City of Aspen Land Use Code Sec. 26.304.010 General A pre- application meeting was held with a representative of the City of Aspen Zoning department on 10/19/2010. Also, a pre - application summary of requirements was provided by Jennifer Phelan on 10/15/2010 and is attached at the end of this document Sec. 26.304.020 Pre - Application Conference A pre - application summary was provided on 10/15/2010, and pre - application conference was held on 10/19/2010. Sec. 26.304.030 Application and Fees The required fee has been included with this application; the following items are also included with this application: 1. Letter of Authorization by Rocky Mountain Broadband 2. Letter of Authorization and Lease from owner of property 3. Property Information from Tax Assessor 4. Vicinity Map, Professional Engineer stamped construction drawings with elevations, Professional Engineer stamped structural analysis 5. Photo simulation of installation for aesthetic purposes Site: St. Regis 2 DIGITEL1 Rocky Mountain Broadband - Zoning Application Sec. 26.304.040 Initiation of Application for Development Order r,.. Digitel Corporation is making the application as the authorized representative of Rocky Mountain Broadband who has an active lease with the property owner. Sec. 26.304.050 Determination of Completeness and Review An application for Administrative Review has been enclosed for review by the Community Development department. It is the understanding of Rocky Mountain Broadband that this review does not require a public hearing. Sec. 26.304.060 Review of a Development of Decision Making Bodies An application for Administrative Review has been enclosed for review by the Community Development department. It is the understanding of Rocky Mountain Broadband that this review does not require a public hearing and is considered a permitted use since the location of installation is an established Wireless Telecommunications facility. Sec. 26.304.075 Building Permit A building permit has been filed and paid for by Rocky Mountain Broadband. The permit number pending approval by the Zoning Department is 0165.2010.ACGR. Sec. 26.575.130 D -F Wireless Telecommunications Services Facilities & Equipment A. Intent and Purpose The proposed facility installation by Rocky Mountain Broadband will be compatible with the surrounding development, and sensitive to the scale and character of the area. This will be accomplished by minimizing the visual and aesthetic impacts to the surrounding area by careful selection of equipment to be mounted as well as the structural footprint of the support systems. The materials will be painted and /or screened in a manner that will camouflage their appearance in an attempt to blend into the building and minimize the impact from the street level view. The facility location makes use of a building that is an existing Wireless Telecommunications Facility. B. Applicability The proposed facility installation will comply with all requirements for such facilities listed in Section 26.575.130 of the City of Aspen Land Use Code. All applicable permits will be applied for and paid in full. All additional or necessary approvals will be obtained. C. Procedure A pre- application summary was delivered by Jennifer Phelan on 10/15/2010 via email, and a pre - application meeting was held at the City of Aspen Community Development Office on 10/19/2010. A building permit has been applied for and paid, pending approval by the zoning department the permit number is listed as 0165.2010.ACGR Noir Site: St. Regis 3 Rocky Mountain Broadband - Zoning Application DIGITEL1 D. Application The following items have been submitted for review with this application: 1. Professional Engineered Stamped construction drawings depicting site plan, mounting locations, elevations of proposed installation of facilities. Photos of actual building prior to and with a simulation of what the antenna installation would look like from street level. 2. A site improvement survey is not included as the facility is going to be installed on the building rooftop and all material and facilities are contained within the existing building. 3. A landscape plan is no included as the facility is going to be installed on the building rooftop and all material and facilities are contained within the existing building. 4. Elevation drawings are provided. 5. A lighting plan is not applicable. There are no lighting requirements for this facility. 6. A structural analysis stamped by a Professional Engineer is provided and attached at the end of this document. 7. The facility will comply with the regulations of the Federal Communications Commission (FCC) with regard to maximum Radio Frequency (RF) and Electromagnetic Frequency (EF) emissions. 8. The installation of this facility makes use of a collocation facility. There is a similar installation of Wireless Telecommunications on this building. 9. The installation of this facility makes use of an existing Wireless Telecommunications Facility. There are existing wireless antennas mounted on this building as well, therefore it complies with the highest siting requirements set forth by the City of Aspen. 10. A pre - application conference was held on 10/19/2010. This site is an important coverage location for the delivery of services to the City of Aspen's residents, businesses, schools, and tourists. E. General Provisions and Requirements 1. The installation of this facility makes use of an existing Wireless Telecommunications facility. There are existing wireless antennas mounted on this building. 2. This building mounted facility complies with the City of Aspen's preferences for Wireless Telecommunications Facility siting. 3. Rocky Mountain Broadband will operate in a licensed spectrum therefore no interference issues will arise. +•. 4. The installation of this facility will have no impact on airports or flight patterns. Site: St. Regis 4 r --, Rocky Mountain Broadband - Zoning Application DIGITEL 3 5. The installation of this facility is not on a building of historic significance. 6. The installation of this facility is not on a public building, public structure, or in a public right -of -way. 7. The facility is considered a collocation with existing equipment on a building rooftop. a The facility will be maintained in a safe and clean manner. Installation of equipment will be performed in a workmanlike manner and comply with all manufacturer's recommended procedures. 9. If the facility is deemed inoperable, all equipment and material will be removed in a timely manner. F. Review Standards 1. The facility has at least one existing antenna. The new installation of equipment and material is located on the building rooftop and electronics are housed inside of the building therefore the setback requirements are maintained and /or met 2. The proposed antennas will be mounted 6' above rooftop at the same height as existing antenna mounts; therefore they meet the specifications of height requirement Further, pursuant to Section 26.575.020(B)1(d) which states as paraphrased: ....structures shall not extend over ten (10) feet above the specified maximum height limit, except for the roofs with a pitch of 8:12 or greater.....] therefore, the proposed installation listed in this application is within the requirements of the code as listed and will not exceed the maximum 10' height requirement. 3. The antennas and mounting structure will be painted to match the building. The selection of a smaller antenna was used to decrease the overall aesthetic and visual impact from the street level. 4. The facility is located on a building that has existing antennas and is considered a Wireless Telecommunications facility. The structure and antenna footprint are significantly smaller than any other facility installation. Other equipment is located inside the building therefore the installation of the equipment is compatible with the natural environment. 5. The antenna location is offset from the side of the building and thought was put into the size and space of the overall installation to minimize the visual and aesthetic impact of the installation. As depicted in pictures at the end of this document, visibility from street level is minimal at best. 6 No lighting or signage is needed or proposed in this application. 7. The installation of this facility does not impact access ways and /or any public right -of- ways. Site: St. Regis 5 Rocky Mountain Broadband - Zoning Application DIGITEL1 Summary As demonstrated in the above proposal, the Rocky Mountain Broadband facility will comply with all standards and requirements set forth by the City of Aspen. As mentioned, the installation of this facility is collocated with existing Wireless Telecommunications Facilities and therefore meets the highest requirements of the City of Aspen for site planning. This site is an important part of the success of the deployment of the Rocky Mountain Broadband network. It is the intention of Rocky Mountain Broadband to comply with and provide all necessary items to the City of Aspen so that it can operate and provide this service to the City of Aspen. The installation of this site will cause minimal visual and aesthetic interference to the surrounding area as it is proposed; while offering a cutting edge technology service to the residents, businesses, schools, and tourists of the City of Aspen, Colorado. William P. Bailey Director of Field Operations Digitel Corporation 770 - 595 -9432 Site: St. Regis 6 Niue 112 S. Mill Street, Aspen, Colorado 81611 To Whom It May Concern This letter authorizes William Bailey of Digital Corporation, 2600 School Drive, Atlanta, Georg la 30360 and telephone number 770-595-9432 to represent Rocky Mountain Broadband, LLC, 3306 Paces Ferry Avenue, Atlanta, Georgia 30339 and Richard Kolsby, Its Managing Director at 404- 229-8953 Most Cordially CIA9vL I 9 - c • ; 417 Richard Kolsby October 25'", 2010 Rocky Mountain Broadband 3306 Paces Ferry Avenue Atlanta, GA 30339 Dear Sir /Madam This letter is in regards to a request by Rocky Mountain Broadband to access the hotels roof. Rocky Mountain Broadband will be required to show proof of City of Aspen Zoning approval before access to the roof will be granted by hotel personnel. Once approval has been received, Rocky Mountain Broadband will be granted access to the hotels roof area (as described in Lease and exhibit dated October 22nd, 2009) to install wireless broadband equipment. Dr Tanasak Wahawisan President 315 East Dean Associates, Inc DBA St Regis Aspen Resort ST REGIS Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St Regis/ N/A ROOFTOP LICENSE AGREEMENT (TRANSMIT CARRIER) SPECTRASITE SITE NO. 332094 THIS ROOFTOP LICENSE AGREEMENT (the `Agreement') made this 22nd day of October, 2009, by and between Licensor and Licensee. 1. Business Terms. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth in this article 1: (a) Licensor: Starwood Hotels & Resorts Worldwide, Inc. (b) Licensor's Notice Address: Starwood Hotels & Resorts Worldwide, Inc. 1111 Westchester Avenue White Plains, NY 10604 Attn: General Counsel/Real Estate with a copy to: Starwood Hotels & Resorts Worldwide, Inc. 315 E. Dean Street Aspen, CO 81611 Attn: General Manager (c) Licensee: Rocky Mountain Broadband, LLC., a Georgia limited liability company (d) Licensee's Notice Address: Rocky Mountain Broadband, LLC 3306 Paces Ferry Avenue Atlanta, GA 30339 • (e) Manager: SpectraSite Communications, LLC, a Delaware limited liability company (f) Manager's Notice Address: SpectraSite Communications, LLC 10 Presidential Way Woburn, MA 01801 Attention: Contracts Manager with a copy to: American Tower Corporation 116 Huntington Avenue, 11 Floor Boston, MA 02116 Attn: General Counsel (g) Manager's Payment Address for Recurring Fees: SpectraSite Communications, LLC PO Box751760 Charlotte, NC 28275 -1760 or for overnight delivery to: SpectraSite Communications, LLC PO Box 751760 1525 t WT Harris Blvd - 2C2 Charlotte, NC 28262 1 45127 v14 — Starwood Rooftop License (SBG Managed) Rev. 08/30/04 r Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A (h) Manager's Payment Address for All Other Sums: SpectraSite Communications, LLC PO Box 751760 Charlotte, NC 28275 -1760 or for overnight delivery to: SpectraSite Communications, LLC PO Box 751760 1526 t WT Harris Blvd - 2C2 Charlotte, NC 28262 (i) Interior Space: That certain area within the Building as identified or depicted on exhibit A attached hereto. (j) Hotel: The hotel operated in the Building and located at the Property which is commonly known as the St. Regis — Aspen. (k) Building: That certain building on which the License Area is located, currently known as St. Regis — Aspen, having a street address of 315 E. Dean Street, in the city of Aspen, county of Pitkin, and state of Colorado. (1) Property: The parcel or parcels of land on which the License Area, Building and Hotel are located, together with the Building, Hotel and other real property improvements on such parcel(s). (m) Operating Lease: That certain Lease Agreement relating to the Property between Owner, as lessor, and Licensor, as lessee, as modified, amended, assigned, transferred and/or replaced. (n) Roof Area: That certain portion of the surface of the roof level of the Building located within and including the parapet walls and reasonable projections therefrom as depicted on exhibit B attached hereto. (o) Initial Term: Subject to earlier termination and/or cancellation in accordance with the terms and conditions of this Agreement, the initial term of this Agreement shall be for the period of 5 years, as more particularly set forth in paragraph 1(s) and subject to adjustment as set forth in paragraph 1(s) herein, commencing on the Commencement Date and expiring on the Expiration Date. (p) Commencement Date: The date which is the earlier of (i) the date that Licensee commences the construction or installation of the Licensee's Facilities (as defined in paragraph 1(aa)) on or at the Roof Area or any other portion of the Building or the Property licensed to Licensee hereunder; (ii) the date Licensee notifies Licensor in writing that Licensee has waived its right to terminate this Agreement pursuant to article 8 hereof; or (iii) the first day after expiration of the Due Diligence Period pursuant to article 8 hereof. (q) Expiration Date: At 11:59 p.m. on the last day of the calendar month in which the fifth anniversary of the Commencement Date occurs, provided however, if the Commencement Date occurs on the first day of a calendar month, then the Expiration Date shall occur on the day immediately preceding the fifth anniversary of the Commencement Date, but subject to extension for each effective Renewal Term and further subject to termination and/or cancellation in accordance with the terms and conditions of this Agreement (including without limitation pursuant to termination resulting from a default under this Agreement or the exercise of either party's termination rights, all as more particularly provided in this ... Agreement). 2 85127 v14 — Stanwood Rooftop License (SSG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A (r) Renewal Term: Subject to article 4 hereof, each of the 3 successive periods of 5 years each, with the first Renewal Term commencing upon the expiration of the Initial Term and each subsequent Renewal Term commencing upon the expiration of the immediately preceding Renewal Term. (s) Term: The Initial Term and each Renewal Term for which Licensee has given notice of its election to renew the Agreement as further provided in paragraph 4(b), the aggregate total of which shall not exceed 20 years. (t) Commitment Deposit: N/A (u) Security Deposit: N/A (v) License Fee: The License Fee shall be the sum of $8,400.00, payable in 12 equal monthly installments of $700.00 per month, on the Commencement Date and on the first day of each calendar month thereafter and otherwise in accordance with the terms of paragraphs 5(b) and 5(c). Beginning in the second License Year and continuing through the Term, the License Fee shall be increased on the first day of each License Year to a sum equal to 104% of the License Fee payable for the immediately prior License Year. (w) License Year: Each 12 consecutive calendar month period, provided that the first License Year shall commence on the Commencement Date and expire on the last day of the calendar month in which the first anniversary of the Commencement Date occurs, unless the Commencement Date occurs on the first day of a calendar month, in which case, the first License Year shall expire on the day immediately preceding the first anniversary of the Commencement Date. (x) Permitted Frequency: Transmitting frequencies: 2500 MHz and 18000 MHz Receiving frequencies: 2500 MHz and 18000 MHz . (y) Licensee's Facilities: Those certain antennas, equipment, cables and facilities and improvements related to the transmission and reception of communication signals in the Permitted Frequency, consisting of up to 3 radio transmitting and receiving panel antennas approximately 48 inches tall, 7 inches wide, and 4 inches deep, 1 radio transmitting and receiving panel antenna approximately 26 inches tall, 26 inches wide, and 14 inches deep supporting mounts located in the License Area, 2 equipment cabinets or an area of space designated by Licensor which shall be no larger than 15 square feet], and other equipment relating thereto, all as more fully set forth and described on the facilities data sheet attached hereto as exhibit C. (z) Estimated Utility Charge: Initially, $0.00 per month, and subject to further adjustment as set forth in paragraph 20(b). (aa) Construction Oversight Fee: $500.00, payable pursuant to paragraph 9(0. 2. License Granted. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, subject to the terms of this Agreement, a limited non - exclusive license and right to use the Interior Space and the Roof Area, together with the Building's riser space and raceways approved by Licensor to connect the Licensee's Facilities located in the Interior Space to the Licensee's Facilities located in the Roof Area, all as depicted on the approved Licensee's Plans (as defined in paragraph 9(a)) (collectively, the "License Area ") solely for the Permitted Use (as defined in article 3). Licensee agrees and acknowledges that the right to use the License Area pursuant to this Agreement is a limited license only and does not convey any real estate interest in or to the Property. 3 145127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number. St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A 3. Use. Licensee shall use the License Area for the sole purposes of (i) the transmission and reception of communications signals in the Permitted Frequency pursuant to and in accordance with all Applicable Law and to all of the terms, conditions and restrictions set forth in this Agreement, and (ii) installing, operating, maintaining, and replacing the Licensee's Facilities pursuant to and in accordance with all Applicable Law and to all of the terms, conditions and restrictions set forth in this Agreement (collectively, the "Permitted Use "). The term "Applicable Law" shall mean all Federal, State and local laws, rules, regulations, statutes, ordinances, permits, approvals, directives and all other requirements, whether now in effect or hereafter enacted, of any governmental unit, authority or agency having jurisdiction over same, including, but not limited to the Federal Communications Commission and any successor organization thereto ( "FCC"), the Federal Aviation Administration and any successor organization thereto ( "FAA ") and all Local zoning authorities. The license and use granted to Licensee by this Agreement shall be non - exclusive and limited in strict accordance with the terms of this Agreement. Licensor shall have the right to, inter alia, enter into leases, license agreements and other instruments with others for the Property in the sole discretion of Licensor. Licensee shall not locate any equipment in the License Area that is owned or operated by another provider of telecommunications, video, data or related services and shall not use or share the Licensee's Facilities to facilitate the transmission and reception of communication signals on behalf of another telecommunications provider. 4. Term. (a) Initial Term. Subject to earlier termination and/or cancellation in accordance with the terms and conditions of this Agreement, the Initial Term shall be as set forth in paragraph 1(q), and subject to extension or renewal as set forth in paragraph 4(b). After the passage of the Commencement Date, Licensor shall have the right to issue a letter or notice to Licensee confirming the Commencement Date, and if Licensee does not dispute the date set forth in the aforesaid letter or notice within 30 days of the issuance thereof, the date as set forth in Licensor's letter or notice shall be conclusive as a fixing of the Commencement Date. (b) Renewal Term. Licensee shall have the option to extend this Agreement for the number of consecutive Renewal Terms set forth in paragraph 1(t), each Renewal Term, if then available, commencing immediately after the expiration of the Initial Term or the then existing Renewal Term (each such date hereinafter a "Renewal Term Commencement Date") and expiring at 11:59 p.m. on the last day of the calendar month in which the fifth anniversary of the relevant Renewal Term Commencement Date occurs; provided that: (i) at all times during the 24 months immediately prior to the applicable Renewal Term Commencement Date, and on each Renewal Term Commencement Date, this Agreement shall be in full force and effect and there shall exist no Licensee Event of Default (as defined in paragraph 16(a)) and there shall exist no event which except for the passage of time or otherwise would constitute a Licensee Event of Default; and (ii) Licensee shall have given irrevocable written notice to Licensor not more than 12 months and not less than 6 months prior to the expiration of the Initial Term or the then existing Renewal Term, as the case may be, stating that Licensee elects to exercise its option to extend the Agreement for the next succeeding Renewal Term, time being of the essence with respect to such notice; and (iii) Licensee's failure to exercise said option to extend strictly in accordance with the terms and conditions of this Agreement and within the period specified in clause 4(b)(ii) above shall render Licensee's right to extend this Agreement for any Renewal Term null and void, and any subsequent attempted exercise thereof shall be null, void and of no effect, any principal of law to the contrary notwithstanding; and 4 #5127 v14 — Starwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name / Number. St. Regis/ N/A (iv) each Renewal Term shall be upon all of the terms and conditions of this Agreement (including without limitation the requirement that the annual License Fee shall continue to be increased on the first day of each License Year during the applicable Renewal Term to a sum equal to 104% of the License Fee for the immediately prior License Year, pursuant to paragraph 1(x)), except that the number of subsequent Renewal Terms shall be reduced by one, so as not to extend the Term beyond the aggregate total set forth in paragraph 1(u). (c) Holdover. If Licensee shall continue to operate, or use, or occupy with its equipment the Licensee's Facilities at the expiration of the Term without a written agreement signed by Licensor, such operation shall be deemed, at Licensor's option, to extend the terms of this Agreement on a month-to- month basis under the same terms and conditions hereof except that (i) the monthly License Fee shall be in an amount of 200% of the greater of (x) the monthly License Fee in effect for the last month of the later of the Initial Term or the most recent Renewal Term or (y) the current fair market value of the right to use the License Area as set forth in this Agreement as determined by Licensor and (ii) the month- to-month extension shall be terminable upon 15 days' prior written notice from either Licensor or Licensee to the other; provided, however, nothing contained herein shall grant Licensee the right to use the License Area or to extend the term of this Agreement after the expiration of the Term. In addition to the License Fees payable to Licensor in the event of an extension under this paragraph 4(c), Licensee agrees to indemnify and hold Licensor and Manager harmless from all losses, costs, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with the extension, the operation of the Licensee's Facilities, and Licensee's failure to perform all of its obligations under this Agreement on or prior to the Expiration Date or earlier termination of this Agreement. The indemnity granted pursuant to this paragraph 4(c) shall be in addition to, and not in lieu of, all other indemnity obligations imposed upon Licensee under this Agreement, and shall survive the expiration or earlier termination of this Agreement. 5. Commitment Deposit and License Fees. (a) Commitment Deposit. Simultaneously with the execution of this Agreement by Licensee, Licensee shall pay to Licensor the Commitment Deposit. Upon commencement of the Term, the Commitment Deposit shall be applied to the License Fees as a prepayment thereof; and if the Term shall not commence because of a termination of this Agreement pursuant to article 8 hereof, the Commitment Deposit shall be retained by Licensor in consideration for Licensee's right to terminate this Agreement pursuant thereto. To the extent permitted by Applicable Law, the Commitment Deposit may be commingled with other funds of the Licensor, and Licensee shall have no right to benefit from any interest earned on the Commitment Deposit. If Licensee defaults with respect to any provision of this Agreement during the Due Diligence Period, then Licensor may use, apply or retain all or any part of the Commitment Deposit for the payment of any amount payable by Licensee pursuant to this Agreement, and/or any other amount which Licensor may incur or become obligated to incur by reason of Licensee's default, and/or to repair damages to the License Area and/or the Property, and/or to clean the License Area and/or the Property, and/or to compensate Licensor for any other loss or damage which Licensor may suffer by reason of any such default by Licensee. (b) License Fees. From and after the Commencement Date through the Term and subject to the application of the Commitment Deposit, Licensee shall pay Licensor the License Fee as specified in paragraph 1(x). If the Term commences on other than the first day of a month, the License Fee shall be adjusted and prorated for the partial first month based on the number of days from the Commencement Date to the end of the month. (c) Payment Processing. All fees and other sums payable to Licensor under this Agreement shall be paid when due, without demand, offset, abatement, diminution or reduction, to Licensor. The payment of (i) all fees that recur on a regular monthly basis, i.e., License Fees and Estimated Utility 5 45127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A Charges, shall be delivered to Licensor at Manager's Payment Address for Recurring License Fees, and (ii) all other fees, including, but not limited to, the Access Fee, the Construction Oversight Fee, the Commitment Deposit, the Security Deposit, any deficiency in the Estimated Utility Charge after reconciliation (pursuant to paragraph 20(b)) and any other sums not payable on a regular recurring monthly basis, shall be delivered to Licensor at Manager's Payment Address for All Other Sums. Licensor reserves the right to redirect the payment of any sums due hereunder to any other person or entity or to such other address as Licensor may, from time to time, designate in writing at least 30 days in advance of any payment date. All payments shall contain a notation of the SpeciraSite site number applicable to the Agreement, which site number is set forth on the first page hereof. All sums payable by Licensee under this Agreement, whether or not stated to be part of the License Fees, shall be collectible by Licensor as though same were License Fees, and upon default in payment thereof Licensor shall have the same rights and remedies as for failure by Licensee to pay the License Fees (without prejudice to any other right or remedy available therefor). (d) Late Payment. If any payment of the License Fee or any other sums due to Licensor hereunder shall be overdue by more than 10 days, such sums shall thereafter be subject to a late charge equal to 5% of the sums overdue and, until paid, bear interest retroactive to the due date thereof at the rate of 12% per annum (the `Interest Rate "). The imposition of the foregoing shall not prejudice or impair Licensor's right to declare a Licensee Event of Default. 6. Security Deposit. As additional security for the full and prompt performance by Licensee of the terms, conditions and covenants of this Agreement, Licensee has deposited with Licensor the Security Deposit, which shall not constitute License Fees for any month unless so applied by Licensor on account of a Licensee Event of Default or otherwise as permitted under this Agreement and shall not constitute a prepayment of License Fees. If Licensee defaults with respect to any provision of this Agreement, including but not limited to the provisions relating to the payment of License Fees, then Licensor may use, apply or retain all or any part of the Security Deposit for the payment of any License Fees, and/or any other amount payable by Licensee pursuant to this Agreement, and/or any other amount which Licensor may incur or become obligated to incur by reason of Licensee's default, and/or to repair damages to the License Area and/or the Property, and/or to clean the License Area and/or the Property, and/or to compensate Licensor for any other loss or damage which Licensor may suffer by reason of any such default by Licensee. Licensor shall not be required to keep the Security Deposit separate from its general funds. Licensee shall, upon demand, restore any portion of the Security Deposit that may be applied by Licensor to cure any Licensee Event of Default by Licensee hereunder. To the extent that Licensor has not applied the Security Deposit on account of such a default, within 30 days of the expiration or earlier termination of this Agreement, the Security Deposit shall be returned without interest to Licensee. Until returned to the Licensee at the expiration or earlier termination of this Agreement and the full performance of Licensee of its obligations hereunder, the Security Deposit shall remain the property of Licensor. The Security Deposit shall not accrue or earn interest for the benefit of the Licensee. To the extent permitted by Applicable Law, the Security Deposit may be commingled with other funds of the Licensor. 6 115127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 r . Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A 7. Subordination of Agreement (a) Operating Lease. This Agreement is and at all times shall be subject and subordinate to the Operating Lease and the rights of the Owner thereunder. Licensee covenants and agrees not to commit or permit to be committed any act or omission which shall violate any term or condition of the Operating Lease. In the event of a conflict between the provisions of this Agreement and the Operating Lease, as between Licensor and Licensee, the provisions of the Operating Lease shall control. Licensee's rights under this Agreement shall not be effective unless and until the Owner has consented to this Agreement in writing. (b) Compliance with Property Agreements. The Licensee's Facilities shall only be installed, operated, maintained, repaired and otherwise used by Licensee and the other Licensee Parties (as defined in paragraph 14(1)) in a manner which shall not cause a default under and/or a violation of any of the Property Agreements, and Licensee shall not permit this Agreement, the Permitted Use, and/or any other use by Licensee or any of the other Licensee Parties of the Property (including without limitation the License Area) to cause a violation of or a default under any of the Property Agreements. The term "Property Agreements" shall mean: (i) all ground leases, mortgages, deeds of trust, and other financing instruments, agreements and documents which are now existing or hereafter entered into (whether or not same is or shall be recorded in public records) with respect to all or any part of the Hotel, the Building and/or the Property, including without limitation the Operating Lease, and (ii) all other agreements, restrictions, declarations, instruments, warranties and other documents (whether or not same is or shall be recorded in public records) relating to the Hotel, the Building, the Property and/or any part thereof which are now existing or hereafter entered into (including without limitation such items which may have been or may hereafter be entered into by, inter alia, Licensor, Owner, Manager, the manager of the Hotel, any Releasee (as defined in paragraph 14(e)), any future owner of the Property, any future manager of the Property and/or any future manager of the Hotel). Without in any way limiting Licensor's other rights pursuant to this Agreement, at law or in equity, Licensee's failure to comply with any of the terms of this article 7 shall constitute grounds for termination of this Agreement by Licensor pursuant to paragraph 1 8(d) hereof. 8. Due Diligence Period. From and after the date of execution of this Agreement through and including the date which is the earlier to occur of (i) 6 months after the date hereof, or (ii) the date on which Licensee notifies Licensor in writing that Licensee has waived its right to terminate this Agreement pursuant to this article 8, or (iii) the date that Licensee commences the construction or installation of the Licensee's Facilities, or (iv) the Commencement Date, or (v) the date on which Licensee notifies Licensor in writing that Licensee has exercised its right to terminate this Agreement pursuant to this article 8 (the "Due Diligence Period"), Licensee and its agents, engineers, contractors and other representatives shall have the right, at Licensee's sole cost and expense and upon reasonable prior notice to Licensor, general manager of the Hotel (or his designee) and Manager, to enter upon the Property to inspect, examine, sample and conduct all engineering tests or studies of the Property which are necessary (x) to determine the feasibility or suitability of the Property for the Permitted Use, and (y) to apply for and obtain all applicable licenses, permits, authorizations, consents and approvals required under Applicable Law (collectively, "Required Approvals") to engage in the Permitted Use at the License Area. Licensee, at its own cost and expense shall (i) immediately repair any damage caused by such examination or inspection and restore the Property to its condition prior to such testing (which obligation to repair shall survive any termination of this Agreement), and (ii) provide Licensor, Owner, the general manager of the Hotel and Manager prior to Licensee's or its agents' or representatives' entry upon the Property pursuant to the authority granted in this article 8 with an insurance certificate evidencing the existence of commercial general liability and property damage insurance consistent and in all respects compliant with the requirements set forth in paragraph 14(a). Licensee shall indemnify Licensor and each of the other Releasees in accordance with all of the terms and conditions of this Agreement at all times before, during 7 45127 v14 — Smrwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A and after the Term, including without limitation pursuant to article 14 of this Agreement. If, in the sole and absolute opinion of Licensee, the License Area is not suitable for Licensee's Permitted Use or Licensee determines that the operation of communications facilities on or within the License Area would not be in Licensee's best interest, Licensee shall have the right at any time prior to the expiration of the Due Diligence Period to terminate this Agreement by sending written notice of termination to Licensor and Manager. In the event of such termination, Licensor shall retain the Commitment Deposit as consideration for Licensee's right to terminate. Thereafter, neither Licensor nor Licensee shall have any further obligation or liability under this Agreement except that the obligations of Licensee which are intended to survive the termination or other cancellation of this Agreement shall continue to be enforceable, including without limitation the indemnification and release provisions of article 8 and article 14 of this Agreement. Licensee shall indemnify and hold Licensor, Licensor's property manager, Owner, Manager and each of the Releasees harmless from any and all expenses, costs, damages, losses, claims or liabilities arising from any activities on or at the Property by Licensee and its agents, engineers, contractors and other representatives during the Due Diligence Period. The indemnities granted in this article 8 shall be in addition to, and not in lieu of, all other indemnity obligations imposed upon Licensee under this Agreement and shall survive the expiration or earlier termination of this Agreement. If Licensee does not terminate this Agreement in accordance with the terms of this Agreement prior to the expiration of the Due Diligence Period, then Licensee will be deemed to have waived the right to terminate this Agreement pursuant to this article 8, and to have accepted the condition of the License Area, the Building and the Property in their "AS IS" condition as of the Commencement Date. 9. Installation and Maintenance. (a) Licensee's Plans, Prior to the installation of Licensee's Facilities, Licensee shall submit detailed engineering plans and specifications to Licensor, and Manager with respect thereto ( "Licensee's Plans"), for Licensor's written approval, which approval shall not be unreasonably withheld. At a minimum, Licensee's Plans shall indicate (i) the location and specifications of Licensee's Facilities in the Interior Space, on the Roof Area, and in any Building riser space or raceways; (ii) the manner of connection of the Licensee's Facilities to any Building systems; and (iii) the identity of any contractors to perform the installation and a description of such contractor's scope of work. By way of illustration and not limitation, it shall be reasonable for Licensor to withhold its consent if, for example, the Licensee's Plans adversely affect (i) the structural integrity of the Building or the proper functioning of any existing mechanical, electrical, sanitary or other systems of the Building; (ii) the proper functioning of any other equipment of the Licensor or its tenants and occupants located in the Building or on the Property; (iii) the aesthetics of the Building; (iv) the ability of Licensor and/or Owner to lease, finance or operate the Building; or (v) any warranty or service contract relating to the Building. References in this Agreement to Licensee's Plans shall include all subsequent amendments and modifications thereto approved by Licensor consistent with this paragraph 9(a). The process to amend Licensee's Plans after the initial approval thereof by the Licensor shall be in accordance with the procedures set forth in this paragraph 9(a), provided that approval of any such amended plans shall be at Licensor's sole and absolute discretion. Licensee shall seek the approval of Licensor after initial approval of Licensee's Plans by Licensor if Licensee desires to modify or reconfigure the Licensee's Facilities in any way, including without limitation any modification or reconfiguration involving (i) the installation of cable, conduit or wiring in addition to that approved previously by Licensor; (ii) the installation or modification of any antenna in the Roof Area; or (iii) the installation of additional or modification to existing components of the Licensee's Facilities; provided, however, that routine maintenance and repairs which do not involve connections to or work on or otherwise adversely affect equipment, cables or other property at the Building or Hotel, or equipment owned by Licensor or other licensees or third parties, shall not be deemed to be a modification or reconfiguration of the Licensee's Facilities which requires the Licensor's v y prior written approval. Approval of any such modification or reconfiguration may be withheld at Licensor's sole and absolute discretion. Licensor reserves the right to assess additional fees or modify the 8 #5127 v14 — Starwood Rooftop License (SBG Managed) Rev. O8/30/04 I Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A License Fee in connection with a modification or reconfiguration of the Licensee's Facilities for which plan approval is required under this paragraph 9(a). Licensor's approval of any installation of Licensee's Facilities is not a representation that such installation is in compliance with Applicable Law or that it will not cause interference with other communications operations on the Building or at the Property. Licensee will notify Licensor, the general manager of the Hotel (or his designee) and Manager at least 5 business days prior to commencing Licensee's installation of Licensee's Facilities. The installation and modification of the Licensee's Facilities shall be in strict accordance with the Licensee's Plans approved by Licensor. Prior to Licensee's entry into the Building or at the Property for the purpose of commencing the installation of Licensee's Facilities, Licensee will at its own cost and expense deliver to Licensor and Manager the certificates of insurance as required under article 14 confirming that such insurance has been obtained and is in effect. Licensor reserves the right from time to time to audit the inventory and functionality of Licensee's Facilities and to confirm Licensee's compliance with the terms of this Agreement; Licensee shall cooperate with Licensor and Manager in connection with the prosecution of any such audit. (b) Installation. At Licensee's sole cost and expense, Licensee shall install, construct, operate, maintain, repair and remove the Licensee's Facilities in accordance with all Applicable Law and Licensee's Plans and shall adhere to reasonable written technical standards developed for the Property by the Licensor as amended from time to time and delivered to Licensee. All work performed by or on behalf of Licensee or any other Licensee Party shall be performed in compliance with Applicable Law and Licensee's Plans and in a first- class, good and workmanlike and lien -free manner and in accordance with the brand standards for the Hotel. Prior to the commencement of any installation of the Licensee's Facilities, Licensee shall, at its expense, obtain any and all Required Approvals for the commencement, prosecution and completion of such work, and shall at all times maintain and comply with all Required Approvals. All installation and other work to be performed by Licensee will be performed in such a manner so as not to interfere materially with, delay or impose any additional expense upon Licensor or any other Releasee (or any of Licensor's guests, invitees, licensees, tenants, contractors, independent contractors, employees, officers, or directors). All cables and transmission lines shall be routed and attached in accordance with current, state of the art, industry practices and in compliance with all Applicable Laws. Licensee shall match as nearly as possible the color of any antennas to the existing facade of the Building and shall install screening pursuant to Applicable Laws or as directed by Licensor. All cabling, conduits and sleeving shall be installed in a good and workmanlike manner. The Licensee's Facilities shall be identified with permanently marked, weatherproof tags at the following locations: (i) each antenna bracket; (ii) the transmission line building entry point; (iii) the interior wall feed through or any other transmission line exit point; and (iv) any transmitter combiner, duplexer or multi-feed receiver port. In addition, all Licensee's telephone blocks, demarcs and cables shall be clearly identified with the Licensee's name, type of line, and circuit number. (c) Asbestos. If Licensee or any other Licensee Party encounters existing asbestos or asbestos- containing materials ( "ACM") during the course of installation of the Licensee's Facilities, Licensee and the other Licensee Parties shall immediately stop work and contact Licensor and follow all of Licensor's instructions. Licensee and the other Licensee Parties shall not re- commence work until Licensor shall have removed or otherwise treated the ACM or notified Licensee that it chooses not to do so, in which case, Licensee and Licensor shall agree on a course of action mutually acceptable to Licensee and Licensor. (d) Operation and Maintenance of Licensee's Facilities. Licensee shall keep and maintain, at Licensee's sole cost and expense, the License Area and the Licensee's Facilities in good and safe condition and in proper operating condition (which condition shall be in compliance with industry accepted safety standards and all Applicable Laws). Licensee's repair and maintenance obligations shall include, but not be limited to, maintenance and repair of the roof in the License Area and related 9 85127 v14 — Starwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A structural issues as a result of the Licensee's Facilities and Licensee's use and operation at the License Area provided, however, that all such repairs and maintenance (except for the repair and maintenance of the personal property installed by or on behalf of Licensee which constitutes a portion of Licensee's Facilities) shall be performed only after (i) Licensee shall have provided written notice to Licensor and Manager describing such repair and/or maintenance, and (ii) Licensor shall have delivered to Licensee written approval of same. All pdnetrations into any Building surfaces performed by or on behalf of Licensee or any other Licensee Party may be made only after receiving the prior written approval of Licensor and shall be sealed so as to prevent any water leakage. Licensor reserves the right to require Licensee to use (x) a roofing contractor specified by Licensor to perform any work which may involve penetrations into the Building's roof or may otherwise render the roof warranty void, and (y) an electrical contractor specified by Licensor to connect Licensee's Facilities to the electrical system serving the Property. All utility routes shall be shown on Licensee's Plans. Licensor, Owner and Manager assume no responsibility for the licensing, operation and/or maintenance of the Licensee's Facilities. Licensee shall comply with all of the terms and conditions of its FCC license. (e) Payment, Performance and Removal Bond. Prior to the commencement of (i) the initial installation by Licensee of the Licensee's Facilities or (ii) any subsequent repair, replacement or modification of the Licensee's Facilities in which such subsequent repair, replacement or modification of such Licensee's Facilities is equal to or exceeds $1,000.00, Licensee shall deliver to Licensor or Manager, for the benefit of Licensor and Owner, a payment bond in the full amount of the cost of such installation, repair, replacement or modification and a performance bond assuring that the work to be prosecuted during the installation, repair, replacement or modification will be completed. In addition, simultaneously with the execution of this Agreement by Licensee, Licensee shall obtain and deliver to Licensor or Manager, for the benefit of Licensor and Owner, a removal bond which shall be on terms and from an issuer satisfactory to Licensor. Said removal bond shall be effective for the full Term of this Agreement, including any Renewal Terms, or for as long as Licensee's Facilities remains at the Property, whichever is greater. Each bond shall name Licensor and Owner as an obligee, be issued by a surety acceptable to Licensor and otherwise be in form and substance acceptable to Licensor. Licensor and Manager shall have the right to draw on each of said bonds at any time in connection with any losses, damage or other costs incurred by Licensor, Owner and/or Manager pursuant to this Agreement, including without limitation, in connection with any mechanic's liens or materialmen's liens that may be filed against the Property as a result of the construction of Licensee's Facilities and/or the removal of the Licensee's Facilities in accordance with the terms and conditions of this Agreement. (f) Construction Oversight Fee. After the passage of the Due Diligence Period, Licensee shall pay to Licensor the Construction Oversight Fee, payable within 30 days of invoice by the Licensor or Manager. The Construction Oversight Fee shall reimburse Licensor for, among other things, (i) its costs related to the review of Licensee's Plans, and (ii) the resolution of any post - installation issues that may arise out of Licensee's installation activities. (g) Relocation of Rooftop Facilities. If, during the Term of this Agreement, Licensor shall determine that it is necessary or desirable to perform repair, replacement or maintenance work to Licensor's equipment on the roof of the Building, or to repair or replace the roof of the Building, or any part thereof (collectively, "Roof Work"), Licensee agrees to cooperate and work with Licensor in order that said Roof Work may be performed promptly. Licensor agrees to provide at least five 5 days' notice to Licensee of Licensor's intention to perform said work; provided, however, that in the case of emergency Roof Work, as determined by Licensor, Licensor shall not be required to give any notice. Such Roof Work may require the relocation of Licensee's Facilities at Licensee's sole cost and expense or Licensee's installation of temporary equipment including, but not limited to, a cell -site on wheels, all at Licensee's sole cost and expense. If a temporary relocation of Licensee's Facilities is required to accommodate the Roof Work, the parties shall cooperate with one another in order to endeavor to 10 #5127 v14 — Starwood Rooftop License (SSG Managed) Rev. 05/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A determine a reasonable altemative location which will not impede the Roof Work; provided, however, that if such mutual agreement shall not be reached within 10 days with respect to said altemative location, then said alternative location shall be determined by Licensor. Notwithstanding the foregoing provisions of this paragraph 9(g), Licensee shall at its cost and expense move the Licensee's Facilities back to its original location after the Roof Work is completed unless Licensor shall direct Licensee in writing to utilize the relocated area permanently. (h) Relocation of Licensee's Facilities. If during the Term of this Agreement Licensor shall determine that it is necessary or desirable to relocate the Licensee's Facilities (including without limitation, Licensee's Facilities located in the Interior Space) to other space in or on the Building in order to accommodate Licensor's use of the Building or its business purposes, then upon 60 days' prior written notice Licensee shall relocate all or such portion of the Licensee's Facilities to another location and Licensee shall pay the costs of such relocation, provided that such relocation shall not materially and adversely affect the operation of the Licensee's Facilities. The parties shall work together to determine a technically suitable alternative location reasonably acceptable to both parties. In the event that Licensor and Licensee are unable to reach a mutual agreement regarding any relocation of the Licensee's Facilities within 30 days after receipt by Licensee of written notice from Licensor requiring the relocation, then either party shall be entitled to terminate this Agreement on 30 days prior written notice and thereafter the parties hereto shall have no further rights or obligations hereunder arising after the termination date specified in said termination notice, except for such obligations of Licensee which are intended to survive the termination of this Agreement. In the event either party terminates this Agreement in accordance with this paragraph 9(h), Licensee shall vacate the License Area in accordance with article 15 hereof. (i) Licensor's Alterations. Without in any way limiting any other rights of Licensor, Licensee acknowledges that Licensor shall have the right at any time, in Licensor's sole discretion and without notice to Licensee, to remodel, relocate and/or change the arrangement, character, use or location of entrances or passageways, doors and doorways, corridors, elevators, escalators, stairs, or any other portions of the Hotel or other parts of the Property, including the means of access to and from the License Area, and none of the foregoing shall entitle Licensee to any reduction of the License Fees due hereunder or shall result in any liability of Licensor or any other Releasee to Licensee or to any of the other Licensee Parties. 10. Access. Licensee and its Authorized Personnel shall be entitled to 24 hour, 7 days per week access to the License Area for the purpose of conducting its activities consistent with the Permitted Use. For purposes hereof, "Authorized Personnel" shall mean only employees, engineers, technicians or contractors of Licensee (a) who have each been properly authorized by Licensee, provided that Manager and Licensor shall have been previously notified by Licensee of said authorization at least 5 business days in advance of such access, and (b) who each present a current, valid and official photographic identification badge clearly stating the employer of such person and clearly identifying such person as an employee, engineer, technician or contractor of Licensee. Notwithstanding anything to the contrary, all access to the License Area by Licensee shall be subject in each instance to Licensor's security requirements and reasonable rules and regulations from time to time in effect at the Building. If Licensee requires access to the License Area other than between the hours of 9:00 AM and 5:00 PM (Monday through Friday, holidays excepted), Licensee will be responsible for any reasonable costs incurred by Licensor in providing such access. Licensee acknowledges that Licensor and Manager shall have the right at any time, and at Licensor's sole discretion, to require Licensee to remove any employee or other Authorized Personnel of Licensee that Licensor deems to be careless, incompetent or otherwise objectionable to Licensor or Manager from the Property or any portion thereof, including without limitation the License Area, provided that same shall not constitute discrimination by Licensor in violation of Applicable Law. Licensee shall not be entitled to have access to the License Area by way of or through the Hotel lobby or entryways; provided, however, that if no other means of entry exist for the 11 45127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A License Area, such access shall be made only at such times and subject to such regulations as Licensor shall reasonably require. Licensor may designate certain entryways, access corridors and passageways for access to and from the License Area. Licensee shall cause its Authorized Personnel to use such designated entryways, corridors and passageways for access to and from the License Area. Licensee shall take such actions as shall be necessary to supervise and control its Authorized Personnel in the License Area and elsewhere at the Property so as not to present security problems to the Hotel and the Property. Licensee and its Authorized Personnel shall be subject to Hotel security policies and procedures and rules and regulations, but Licensor and the Releasees shall not be in any way responsible for providing any security services within the License Area or elsewhere for the benefit of Licensee or its Authorized Personnel. In no event shall Licensor or any of the other Releasees have any obligation to lend or otherwise provide any materials, tools, ladders, hardware, equipment or any other items for the use of, by or on behalf of Licensee or any of the other Licensee Parties in connection with this Agreement. 11. Interference. (a) Generally. Licensee shall not use the License Area or the Licensee's Facilities in any way that interferes with the use of the Property by (i) Licensor or its Hotel guests; (ii) tenants or licensees of Licensor leasing or licensing space in or on the Building or the Property, or (iii) tenants or licensees of Licensor who commenced occupancy at the Building or the Property on a date which precedes the Commencement Date and who are leasing or licensing space from Licensor and using the Property as a communications transmitting and/or receiving site (collectively, "Existing Users "). The operation of the Licensee's Facilities shall not interfere with the maintenance or operation of the Building or the Property, including but not limited to the roof of the Building, MATV, CATV or other video or audio systems, HVAC systems, electronically controlled elevator systems, computers, telephone systems, or any other system serving the Building and/or its occupants. In addition, the Licensee's Facilities shall not interfere with the maintenance or the operation of any radio or telecommunication equipment installed by Existing Users at the Building or the Property prior to the Commencement Date of this Agreement. Upon the written request of Licensor at any time during the Term, Licensee shall conduct, at Licensee's sole cost and expense, a radio frequency interference analysis of the Licensee's Facilities to confirm Licensee's Facilities are not causing any such impermissible interference. Licensee shall indemnify Licensor and Owner and shall hold Licensor and Owner harmless from all expenses, costs, damages, losses, claims or other expenses and liabilities arising from any such interference, including without limitation all costs associated with any tests or remediation deemed necessary or desirable by Licensor to resolve any and all interference associated with Licensee's Facilities or Licensee's use of the Licensed Area. The indemnification and hold harmless set forth in the immediately preceding sentence shall survive the expiration or earlier termination of this Agreement. If such interference in violation of this paragraph 11(a) cannot be eliminated within 48 hours after receipt by Licensee of notice describing the interference, then Licensee shall immediately cease all operations (except for testing as approved in writing by Licensor) until the interference has been corrected to the sole satisfaction of the Licensor. If such interference has not been corrected within 30 days, Licensor may require Licensee to remove some or all of the equipment that is part of the Licensee's Facilities that Licensor believes is causing such interference. All operations by Licensee shall be lawful and in compliance with all FCC rules and regulations and all other Applicable Laws. Licensee shall be responsible for, and shall reimburse Licensor on demand for all costs associated with any tests deemed by Licensor to be necessary or desirable to resolve any and all interference which Licensor determines or reasonably believes is being caused by the Licensee's Facilities or the Permitted Use. 12 85127 v14 — Stanwood Rooftop License (5136 Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St Regis/ N/A (b) Priority of Licensee. (i) Licensed Frequencies. As used herein, "FCC Licensed User" shall mean any licensee of Licensor at the Property, including Licensee, which is licensed or authorized by the FCC to utilize certain bandwidths of the radio frequency spectrum ( "Licensed Radio Frequency Spectrum ") in the geographic area where the Building is located. Licensee's priority, with respect to any Licensed Radio Frequency Spectrum utilized by Licensee, and other FCC Licensed Users shall be determined by the date each FCC Licensed User's license with Licensor commences at the Building. Such priority shall be maintained so long as the FCC Licensed User does not change or modify its equipment that it has located at the Property or the Licensed Radio Frequency Spectrum in which it transmits and receives at the Property at the time of such commencement. The priority position of each FCC Licensed User, with respect to interference protection as described in paragraph 11(a), shall adjust if the FCC Licensed User changes its equipment or Licensed Radio Frequency Spectrum, to be determined as of the date of such change. Under the terms of certain pre- existing agreements with one or more FCC Licensed Users at the Property, which agreement(s) commenced before this Agreement (a "Prior FCC Licensed User"), such Prior FCC Licensed Users may be permitted to make certain modifications to their equipment or Licensed Radio Frequency Spectrum and completion of such modifications shall not result in a change to such Prior FCC Licensed User's position with respect to priority protection from interference. (ii) Unlicensed Frequencies. As used herein, "FCC Unlicensed User" shall mean any licensee of Licensor at the Property, including Licensee, that utilizes certain bandwidths of radio frequency that are not Licensed by the FCC and are available for use by the general public ( "Unlicensed Radio Frequency Spectrum ") in the geographic area where the Building is located. Notwithstanding any other provision contained herein, the priority position among FCC Unlicensed Users shall at all times be inferior to that of FCC Licensed Users. Licensee's priority, with respect to any Unlicensed Radio Frequency Spectrum utilized by Licensee, and other FCC Unlicensed Users shall be determined by the date each FCC Unlicensed User's license with Licensor commences at the Building. Such priority shall be maintained so long as the FCC Unlicensed User does not change or modify its equipment that it has located at the Property or the Unlicensed Radio Frequency Spectrum in which it transmits and receives at the Property at the time of such commencement. The priority position of each FCC Unlicensed User, with respect to interference protection as described in paragraph 11(a), shall adjust if the FCC Unlicensed User changes its equipment or Unlicensed Radio Frequency Spectrum, to be determined as of the date of such change. Under the terms of certain pre - existing agreements with one or more Unlicensed Users at the Property, which agreement(s) commenced before this Agreement (a "Prior FCC Unlicensed User"), such Prior FCC Unlicensed Users may be permitted to make certain modifications to their equipment or Unlicensed Radio Frequency Spectrum and completion of such modifications shall not result in a change to such Prior FCC Unlicensed User's position with respect to priority protection from interference. (c) Reservation of Rights to Licensor. Subject to paragraphs 11(a) and 11(b), Licensor reserves the right to lease and/or license other portions of the Property, the Building and/or the rooftop to other parties for telecommunications transmitting and/or receiving sites ( "New Licensees ") during the Term. (d) Noise. Licensee shall not allow any excessive or objectionable levels of noise, as determined by Licensor, to be generated by the Licensee's Facilities during normal operations. 13 #5127 v14 — Starwood Rooftop License (sna Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A (e) Emergencies. Notwithstanding the foregoing provisions of this article 11, if Licensor determines, in its sole discretion, that an emergency situation exists, then Licensor or Manager may endeavor to notify Licensee verbally or in writing, and Licensee shall thereupon act diligently and expediently to remedy the emergency situation as soon thereafter as possible; provided, however, that if Licensee shall fail to so remedy the emergency situation, or if Licensor shall determine, in its sole discretion, that the response time by Licensee is not or might not be adequate given the nature of the emergency, then Licensor may, in its sole discretion and without notice, take whatever actions are necessary to address said emergency, including without limitation, the right to immediately shut down or remove the Licensee's Facilities, and Licensee shall have no recourse against Licensor as a result of such actions. 12. Assignment. Licensee may assign this Agreement without the prior consent of Licensor, but with prior notice to Licensor, to any person or business entity which is an Affiliate of Licensee. For purposes of this article, an "Affiliate" is any corporation or other entity which (i) directly or indirectly (through one or more subsidiaries) controls Licensee, or (ii) is controlled directly or indirectly (through one or more subsidiaries) by Licensee, or (iii) is under the common control directly or indirectly (through one or more subsidiaries) with Licensee by the same parent corporation or other entity, or (iv) is the successor or surviving entity by a merger or consolidation of any such entity pursuant to Applicable Law and retains substantially all of the assets of Licensee, or (v) purchases substantially all of the assets of Licensee. For purposes of this article 12, "control" means the ownership of more than 50% of the outstanding voting capital stock or the beneficial interest of another entity and the ability to effectively control or direct the business decisions of that other entity. In no event shall such assignment relieve Licensee of its obligations or liabilities under this Agreement. Except as otherwise expressly provided in this article 12, Licensee may not lease, license, sublicense, share or permit others to use all or any part of the License Area; and shall not without Licensor's prior written consent assign this Agreement, which consent may be withheld in Licensor's sole and absolute discretion. Any purported assignment not in accordance with the terms hereof shall at Licensor's option, to be exercised at any time after Licensor becomes aware of any such purported assignment, be void and may, at Licensor's option, be treated as a Licensee Event of Default. 13. Taxes and Assessments. (a) Property Taxes. Licensee shall pay any and all taxes, assessments, charges, or fees attributable to the Licensee's Facilities and the use of the License Area levied under any Applicable Law, including personal property taxes and any increase in real property taxes or assessments chargeable to Licensor and any use and occupancy taxes chargeable with respect thereto not more than 10 days after notice. (b) Sales or Use Taxes. Licensee shall reimburse Licensor for all sales or use taxes billed related to any payments received pursuant to this Agreement. Licensor shall have the right to add to the License Fee or any other payment then due and payable any associated sales or use tax, which shall be paid by Licensee at the same time and in the same manner as the payment of the License Fee or other payment due and payable under this Agreement. 14. Insurance, Release and Hold Harmless. (a) Licensee's Insurance. Licensee shall, at Licensee's sole cost and expense, procure and continue in force during the Term: (i) workers' compensation insurance (at statutory limits) and employer's liability insurance with minimum limits of $1,000,000 for each accident; 14 #5127 v14— Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St Regis/ N/A (ii) commercial general liability and property damage insurance providing occurrence form coverage for operations and for contractual liability with respect to liability assumed by Licensee hereunder, such insurance including a designated location general aggregate limited endorsement equivalent to ISO form CG 25 04, and with limits of coverage for such insurance not being less than $1,000,000, with a combined limit for bodily injury and/or property damage for any one occurrence and $5,000,000 in the aggregate; (iii) excess liability (umbrella) insurance with a minimum limit of $5,000,000 per occurrence, provided said limits shall also be excess over any auto liability policy; (iv) if Licensee operates owned, hired or non -owned vehicles, comprehensive automobile liability insurance covering bodily injury (including personal injury) and property damage with a combined single limit of not less than $1,000,000 per occurrence; and (v) special form causes of loss with replacement value coverage insuring the Licensee's Facilities and its appurtenant personal property for its full replacement cost. All policies shall be written by an insurer acceptable to Licensor licensed to do business within the state where the Property is located and possessing a minimum A.M. Best Rating of A -VI. All policies shall provide that such coverage shall not be cancelled, subject to a reduction in coverage, or materially, adversely changed without a minimum of 30 days' written notice to Licensor and Manager and the additional insureds named therein. Licensee shall cause Licensor, Licensor's property manager, Licensor's lender, Owner, Owner's lender, Manager, Starwood Hotels & Resorts Worldwide, Inc., and any other persons or entities specified by Manager or Licensor to be included as additional insureds (collectively, the "Additional Insureds "), by endorsement or otherwise, under the insurance policies referenced in items (ii) and (iii) above with respect to the coverages listed in this paragraph 14(a). Licensee may procure and maintain such coverage required under this paragraph 14(a) under one or more blanket policies of insurance covering the License Area and other locations of Licensee. Licensee shall cause a waiver of subrogation in favor of Licensor, Licensor's property manager, Owner and Manager, their respective parent entities, subsidiaries and affiliates, to be included, by endorsement within all insurance policies with respect to the coverages listed in this paragraph 14(a). Notwithstanding the foregoing, the above limits of insurance shall be subject to periodic review and Licensor reserves the right to increase said coverage limits, if in the reasonable opinion of Licensor, said coverage becomes inadequate and is less than that commonly maintained by licensees in similar buildings in the area by licensees making similar uses. (b) Contractor's Insurance. Licensee shall require that its contractors (and any subcontractors) produce, prior to commencing any installation, repair, or maintenance work at the License Area, a certificate of original insurance policies evidencing the existence of the insurance described in clauses CO and (ii) of paragraph 14(a) as well as builder's risk insurance with a limit not less than 100% of the estimated value of the improvements being constructed by or on behalf of such contractor or subcontractor. All policies under this paragraph 14(b), except workers' compensation, shall name Licensor, Licensor's property manager, Licensor's lender, Owner, Owner's lender, Manager, Starwood Hotels & Resorts Worldwide, Inc., and any other persons or entities specified by Manager or Licensor as additional insureds and shall contain a 30 day written notice of cancellation to Licensor and Manager and the additional insureds named therein. Such insurance may be carried under one or more blanket policies covering the License Area and other locations of such contractor or subcontractor, if any. Licensee's contractor and subcontractor shall furthermore cause a waiver of subrogation in favor of Licensor, Licensor's property manager, Owner and Manager, their respective parent entities, subsidiaries and affiliates, to be included, by endorsement within all insurance policies with respect to the coverages 15 #5127 v14 — Starwood Rooftop License (SBG Managed) Rev. 08/30/04 r y NS/ Manager Site Name/ Number. St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A required under this paragraph 14(b). Licensee shall be solely responsible for ensuring that its contractors and subcontractors are in full compliance with this article 14. (c) Disclaimer of Policy Limits. Neither Licensor, Owner, Manager, nor any of their respective affiliates (including, without limitation, parent entities and subsidiaries, and all entities which, directly or indirectly, possess an ownership interest in the subject entity or in which the subject entity possesses an ownership interest), employees or agents or any other person acting on their behalf, has made any representation or warranty that the limits of liability specified to be carried by Licensee or its contractors or subcontractors pursuant to this Agreement are adequate to protect Licensee or its contractors or subcontractors. If Licensee believes that any of such insurance coverage is inadequate, Licensee or its contractors or subcontractors shall obtain, at its cost and expense, such additional insurance coverage as it deems adequate. (d) Increase in Required Coverage. Licensor may reasonably increase the coverage amounts required of Licensee and the other Licensee Parties (including without limitation contractors and subcontractors thereof pursuant to paragraph 14(a)) under this Agreement, and require Licensee and the other Licensee Parties (including without limitation contractors and subcontractors thereof pursuant to paragraph 14(a)) to add its appropriate additional required coverages to its policies. (e) Release of Licensor. Licensee hereby releases Licensor, the company managing the Hotel (if different from Licensor), all guests and other invitees at the Hotel, Owner, Manager, all existing and future lessors and mortgagees of all or part of the Property (and/or any leasehold interest therein), any manager of the Hotel, and all of their respective affiliates (including without limitation parent entities and subsidiaries, and all entities which, directly or indirectly, possess an ownership interest in the subject entity and in which the subject entity possesses an ownership interest), agents, employees, officers, directors, shareholders, partners, successors and assigns, including without limitation the Additional Insureds (collectively, the "Releasees ") from, and shall not hold Releasees liable for, any liability for personal injury, damage to or loss of property or persons, or loss of use of any property, in or about the License Area or the Property from any cause whatsoever unless such damage, loss or injury solely and directly results from the gross negligence or willful misconduct of Licensor. Notwithstanding any other provision of this Agreement to the contrary, in no event shall Licensor or the other Releasees be liable for any consequential damages, lost profits or loss of income that Licensee or any of the Licensee Parties may sustain for any reason. Licensor and the other Releasees shall not be liable to Licensee or any of the Licensee Parties for any damage, injury or loss to the extent that Licensee or any of the other Licensee Parties (i) shall be compensated by insurance, or (ii) shall be or would have been compensated by the insurance which Licensee is obligated to maintain pursuant to this paragraph 14, regardless of whether, in violation of this Agreement, Licensee fails to so maintain such insurance. Nothing in the foregoing sentence, however, shall be deemed to relieve Licensee of said obligation to maintain insurance. (f) Licensee's Indemnity. Licensee shall indemnify, defend and hold Licensor, Owner and the other Releasees harmless from and against all injuries, losses, obligations, penalties, damages and liabilities (and any claims in respect of the foregoing), costs, charges and expenses (including reasonable attorneys' fees and court costs) which may be imposed upon or incurred by or asserted against any or all of the Releasees and which arise during the Term of this Agreement, during the Due Diligence Period and during any period of time prior to the Commencement Date hereof or after the expiration or termination date hereof when Licensee or any of the other Licensee Parties has had access to or the right to use all or any part of the License Area, arising from: (i) any work performed or act taking place in, on or about the Hotel, the Building or any other part of the Property which shall be caused by or attributable to or performed by or at the direction of Licensee, or any of its authorized personnel, 16 #5127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A agents, contractors, subcontractors, servants, employees, officers, directors, affiliates (including without limitation parent entities and subsidiaries, and all entities which, directly or indirectly, possess an ownership interest in the subject entity and in which the subject entity possesses an ownership interest), independent contractors, licensees or invitees (collectively, the "Licensee Parties "); (ii) any work performed or act taking place in, on or about the License Area or any part thereof, including the installation, use, maintenance, repair or removal of the Licensee's Facilities, except to the extent that such liability is caused directly by the gross negligence or willful misconduct of Licensor; (iii) any negligence or other wrongful act or omission on the part of Licensee or any of the other Licensee Parties; (iv) any accident, injury or damage to any person or property occurring in, on or about the License Area, except to the extent caused by the gross negligence or willful misconduct of Licensor; (v) any accident, injury or damage to any person or property occurring in, on or about the Building, the Property or any part thereof, caused by or attributable to Licensee or any of the Licensee Parties; and (vi) any failure on the part of Licensee or any of the other Licensee Parties to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Agreement to be performed or complied with by Licensee or any of the other Licensee Parties. (g) Waiver of Subrogation. Licensor and Licensee waive all rights against each other and any of their respective consultants and contractors, agents and employees, for damages caused by perils to the extent covered by the proceeds of the insurance provided herein, except such rights as they may have to the insurance proceeds. All insurance policies required under this Agreement shall contain a waiver of subrogation provision under the terms of which the insurance carrier of a party waives all of such carrier's rights to proceed against the other party. Licensee's insurance policies shall provide such waivers of subrogation by endorsement or otherwise in accordance with paragraph 14(a). Licensee shall require by appropriate agreements, written where legally required for validity, similar waivers from its contractors and subcontractors. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. Notwithstanding the foregoing, if insurance policies with such waiver of subrogation provision shall not be obtainable, then the provisions relating to waiver of subrogation as contained in this paragraph 14(g) shall have no effect during such time as insurance policies with a waiver of subrogation shall not be obtainable. If any provision relating to a waiver of subrogation as set forth in this paragraph 14(g) shall contravene any present or future law with respect to exculpatory agreements, the liability of the party affected shall be deemed not released, but shall be secondary to the other's insurer. (h) Licensor's Indemnity. Subject to paragraph 14(g) above, Licensor agrees to indemnify, defend and hold Licensee harmless from and against any and all injury, loss, damage or liability (or any ... claims in respect to the foregoing), costs or expenses (including reasonable attorneys' fees and court costs actually incurred) arising from any willful act or the gross negligence of Licensor, except to the extent 17 45127 v14 — Stanvood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number. St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A (i) attributable to the gross negligence, negligence or intentional act or omission of Licensee, its employees, agents or contractors or (ii) otherwise limited in this Agreement. Notwithstanding any other provision of this Agreement to the contrary, in no event shall Licensor's liability under this Agreement exceed the sum of 12 monthly installments of License Fees. (i) Repair and Restoration. Without limiting the generality of the foregoing, Licensee shall immediately notify Licensor and Manager of any damage to any property arising from or in connection with any activities of any of Licensee or any of the other Licensee Parties at the Property and Licensee shall, at Licensee's sole cost and expense, and with the prior approval of Licensor, immediately repair and restore such property to the same condition as existed prior to such damage, or replace such damaged property with property of the same kind, quantity and quality, in accordance with the brand standards for the Hotel; provided, however, that Licensee shall first obtain the prior written approval of Licensor prior to making each such repair, restoration and/or replacement. (j) Survivorship. This article 14 and the waiver provisions and indemnification obligations contained in this article shall survive the expiration or earlier termination of this Agreement. 15. Removal of the Equipment Upon Termination or Expiration of the Agreement. Upon any termination or expiration of this Agreement, Licensee shall remove all of the Licensee's Facilities from the License Area and the Property. In performing such removal, Licensee shall restore the License Area and the Property and any personal property and fixtures thereon to as good a condition as they were prior to the installation or placement of the Licensee's Facilities, reasonable wear and tear excepted, and shall repair, with Licensor's prior written approval, any damage to the Property resulting from such removal. If Licensee fails to remove such Licensee's Facilities on or before the scheduled expiration of this Agreement or not more than 10 calendar days after the earlier termination of this Agreement, Licensor shall have the right to: (a) remove and dispose of the Licensee's Facilities in any manner Licensor deems appropriate, all without any liability to Licensee, in which event Licensee shall reimburse Licensor for the costs of such removal and restoration of the License Area upon demand, or (b) elect to deem the Licensee's Facilities abandoned, in which event the Licensee's Facilities shall become Licensor's property without any payment to Licensee. 16. Event of Default. (a) Licensee Event of Default. It shall be a Licensee Event of Default if any one or more of the following events shall occur: (i) Licensee shall fail to pay when due any installment of License Fee or other sum of money specified hereunder to be paid by Licensee within 5 days after the date the same is due; provided, however, it shall not be a Licensee Event of Default for Licensee's first 2 failures in any consecutive 12 month period to pay when due any installment of License Fee until Licensor has provided written notice to Licensee of such failure, and Licensee shall not remedy such failure within 10 days after written notice thereof from Licensor; or (ii) Licensee shall fail to maintain and keep in force and/or cause its contractors or subcontractors to maintain and/or keep in force the insurance required under article 14; or (iii) Licensee shall cause impermissible interference in violation of article 11 and the same shall not be cured or rectified within the time period set forth in article 11, if any; or (iv) Licensee shall vacate or otherwise abandon the License Area for a period of 30 days or longer; or 18 1/5127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A (v) Licensee shall assign or otherwise transfer, grant or convey this Agreement, or any interest in this Agreement or the right to use the License Area, in violation of the terms of the Agreement; or (vi) this Agreement or Licensee's interest herein or Licensee's interest in the License Area is pledged, encumbered, executed upon or attached; or (vii) Licensee shall make an assignment of all or substantially all of the property of Licensee for the benefit of creditors, or it shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Licensee under any bankruptcy or insolvency law, or whenever a petition shall be filed against Licensee under the reorganization provisions of the United States Bankruptcy Act or under the provisions of any law of similar import, or whenever a receiver of Licensee or for the property of Licensee shall be appointed, and if such foregoing event occurs without the acquiescence or consent of Licensee, continues or remains pending for 90 days after the occurrence of such event; or (viii) Licensee shall fail to observe or perform any other terms and conditions of this Agreement to be observed or performed by Licensee other than those specified above, and Licensee shall not remedy such failure within 15 days after written notice of such failure or, if such failure is not reasonably susceptible to being remedied in such period, if Licensee shall fail to promptly commence and diligently pursue said cure to completion within such period of time (not to exceed 90 days) which is reasonably necessary to complete said cure; provided, however, that if Licensee has defaulted in the performance of the same obligation 2 or more times in any twelve -month period and notice of such default has been given in each instance, then no cure period shall thereafter be applicable. (b) Remedies for Licensee Event of Default. After the occurrence of a Licensee Event of Default, Licensor shall have and shall be entitled to pursue any and all legal and equitable rights and remedies permitted by Applicable Law, including, but not limited to the following: (i) upon at least 3 days' notice to Licensee, declare to be immediately due and payable, calculated without regard to any early termination of the Tenn by reason of the Licensee Event of Default or other right to terminate this Agreement, a sum equal to (i) all License Fees and other charges, payments, costs and expenses due or payable from Licensee to Licensor or accrued in favor of Licensor at the time of the Licensee Event of Default; (ii) the License Fees reserved for the remaining Term, and (iii) all other charges, payments, costs and expenses herein agreed to be paid by Licensee through the end of the Term; and/or (ii) upon at least 5 business days' notice to Licensee, whether or not Licensor has elected to recover the sum set forth in clause (i) above, Licensor may terminate this Agreement after a Licensee Event of Default; and/or (iii) suspend the supply of electrical power to the Licensee's Facilities until the Licensee Event of Default is cured by Licensee, and Licensor shall have no liability to Licensee, and Licensee shall have no right to an abatement or reimbursement of License Fees, or other sums of money paid hereunder, for such suspension, Licensee hereby waiving all claims for damages against Licensor resulting from such suspension of electrical power. Upon the effective date of the termination of this Agreement pursuant to this paragraph 16(b), all rights of Licensee under this Agreement shall expire and terminate and Licensee shall thereupon remove the 19 1/5127 v14 — Stanwood Rooftop License (SSG Managed) Rev. 08/30/04 r.+ Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St Regis/ N/A Licensee's Facilities from the License Area and shall cease to use and shall vacate the License Area in accordance with the terms of this Agreement, including the provisions of article 15. (c) Licensor Event of Default. It shall be a Licensor Event of Default in the event that Licensor shall fail to keep or perform any of the terms, conditions or covenants contained in this Agreement to be performed or observed by Licensor, and Licensor does not remedy such failure within 30 days after written notice thereof is received by Licensor, unless such failure is not reasonably susceptible or capable of remedy within such 30 day period and Licensor shall fail to commence such remedy within said 30 day period and fail to diligently continue the prosecution of such remedy to completion. Upon the occurrence of a Licensor Event of Default, Licensee shall have as its sole remedy the right to terminate this Agreement. Licensor shall have no other liability pursuant to this Agreement. (d) WAIVER OF DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LICENSEE HEREBY ABSOLUTELY WAIVES AND QUITCLAIMS ANY CLAIM THAT LICENSEE MAY HAVE AGAINST LICENSOR AND EACH OF THE OTHER RELEASEES WITH RESPECT TO THE RECOVERY OF ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS. 17. Termination by Licensee. Following the Commencement Date and except as otherwise provided herein, provided that no Licensee Event of Default exists at the time of Licensee's written notice, or which with the passage of time or the giving of notice would ripen into a Licensee Event of Default, this Agreement may be terminated by Licensee in the following circumstances: (a) upon 60 days' prior written notice and without penalty or further liability, if Licensee is unable to obtain, maintain or reinstate within 30 days any easement, license, permit or Required Approval necessary for the construction and operation of the Licensee's Facilities in accordance with the Permitted Use, (it is a condition to Licensee's right to terminate pursuant to this paragraph 17(a) that Licensee shall at all times use its diligent efforts in good faith to maintain and reinstate any easement, license, permit or Required Approval if it desires to terminate pursuant to this paragraph 17(a)); or (b) upon 60 days' prior written notice and without penalty or further liability, if Licensee is unable to operate the Licensee's Facilities in accordance with the Permitted Use on the License Area as a result of material interference (other than on a temporary, non - reoccurring basis) resulting from the act of any third party (other than an Existing User) which is not contrary or subject to the provisions of article 11. 18. Termination by Licensor. This Agreement may be cancelled and terminated by Licensor without penalty or other cost to Licensor in the following circumstances: (a) upon not less than 60 days' prior written notice to Licensee if Licensor wishes to demolish all or part of the License Area or the Building or redevelop all or part of the Property to such an extent that such action will result in the termination of the right of occupancy and/or use by any rooftop tenant or any other licensee in the roof area of the Building; or (b) upon not less than 120 days' prior written notice to Licensee; or (c) upon 30 days' prior written notice to Licensee if (i) this Agreement adversely affects the ability of Licensor to obtain, supplement, modify or replace financing secured by all or any part of the Building or the Property or (ii) Licensor no longer has an ownership interest in the Building. Licensor may submit a request to obtain (x) the consent of any prospective lender to this Agreement or (y) the assignment to and assumption of this Agreement by any prospective purchaser, provided, however, in no 20 #5127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 a Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St Regis/ N/A event shall Licensor's failure to submit or obtain such consent and/or assignment and assumption affect Licensor's right to cancel and terminate this Agreement; or (d) upon 30 days' prior written notice or such shorter period as deemed necessary by Licensor, if (i) this Agreement or any of the rights granted pursuant to this Agreement shall (x) conflict with or cause a default under or violation of any of the Property Agreements, or (y) potentially conflict with or potentially cause a default under or violation of any of the Property Agreements; or (ii) (x) the Licensee's Facilities are determined to be installed, operated, maintained, repaired or otherwise used in a manner which causes a default under or violation of any of the Property Agreements, and (y) Licensee fails or is otherwise unable to cure such default or violation to Licensor's satisfaction by the date specified by Licensor in the notice. 19. Obligations Upon Termination. Upon the termination of this Agreement pursuant to any provision of articles 17 or 18 of this Agreement, Licensee shall cease to use and shall vacate the License Area on or before the termination date in the condition (including the condition of the Property) required under this Agreement, including under article 15 hereof. From and after the actual date of such termination, Licensee shall have no further rights and Licensor shall have no further obligations arising under this Agreement after the termination date specified in the termination notice; provided, however, that there shall be no termination or expiration of any obligations of Licensee which are intended to survive the expiration or termination of this Agreement. In the event that this Agreement shall be cancelled and terminated pursuant to any provisions of article 17 or article 18, then all outstanding License Fees and other amounts owed by Licensee to Licensor as of the termination date (as appropriately prorated by Licensor) shall be due and payable not later than the effective date of said termination. 20. Utilities. (a) Generally. Commencing on the Commencement Date through the Term, Licensee shall pay for all utilities necessary to operate the Licensee's Facilities. Licensor, at Licensor's option, may either (i) require Licensee to directly contract with the local electrical utility servicing the Property and have such electrical utility install at Licensee's sole cost and expense, separate metering devices to measure Licensee's usage, and Licensee shall pay prior to delinquency the electrical utility directly for such usage based upon such invoices or statements rendered, or (ii) Licensor may permit Licensee the right to connect to the Property's electrical system and install, at Licensee's sole cost and expense, a submeter to measure Licensee's usage of electricity. Notwithstanding anything in this article 20 to the contrary, Licensor is under no obligation to consent to any electrical upgrade work. Any electrical work shall be performed at Licensor's sole discretion. Licensee must obtain Licensor's approval of all utility routes prior to construction, in accordance with the provisions of paragraph 9(a). (b) Reconciliation of Utility Charges. If Licensee is not billed directly by the electrical utility, commencing on the Commencement Date through the Term, (i) Licensee shall pay for Licensee's power consumption based on the average kilowatt-hour rate actually paid by Licensor to the utility for electricity at the Property, without mark -up or profit (but taking into account all direct costs and expenses actually incurred by Licensor to provide such utility, including, but not limited to, the cost of reading any submeter); (ii) Licensee shall pay the Estimated Utility Charge per month in addition to and payable in the same manner as License Fees payable hereunder, as an estimated payment against utilities consumed by Licensee at the Property; (iii) after the expiration of each License Year, Licensor shall determine the annual electricity usage by Licensee for such immediately past License Year pursuant to the proceeding 21 #5127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 3 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A Licensee Parties; and if any such lien shall at any time be so filed, Licensee shall cause it to be canceled and discharged of record (by bonding or otherwise), within 15 days after notice of the filing thereof, and Licensee shall indemnify and hold harmless Licensor, Owner, and the other Releasees from any losses, damages, costs, expenses and other liability incurred in connection therewith. The indemnification and hold harmless set forth in the immediately preceding sentence shall survive the expiration or earlier termination of this Agreement. 22. Casualty and Condemnation. (a) Casualty. In case of damage to or destruction of all or any part of the Building or the License Area due to fire or other casualty, this Agreement shall not terminate provided that to the extent and for such time as the Building or the License Area are rendered unusable by Licensee for the Permitted Use as a result of such fire or other casualty, the License Fee and Estimated Utility Charge, if any, shall proportionately abate. Licensor shall have no obligation to repair, restore, or rebuild any of the Licensee's Facilities as a result of any fire or other casualty. Licensor shall not be liable for any inconvenience or annoyance to Licensee, or injury to Licensee's business resulting in any way from such damage or the repair thereof except that, to the extent and for the time that the Building or the License Area are thereby rendered unusable by Licensee for the Permitted Use, the License Fees shall proportionately abate as aforesaid. In the event that Licensor shall decide, in its sole discretion, not to repair or rebuild the Building, or if the damage to the Building, whether or not including the License Area, shall take, in Licensor's sole judgment more than 120 days to repair or restore, or if the casualty shall not be of a type insured against under standard fire policies with extended type coverage, or if the holder of any mortgage, deed of trust or similar security interest covering the Building shall not permit the application of adequate insurance proceeds for repair or restoration, then this Agreement shall, at the sole option of Licensor, exercisable by written notice to Licensee given within 90 days after Licensor is notified of or otherwise becomes aware of the occurrence of the casualty, be terminated without penalty as of the date of such casualty, and the License Fees and all other charges payable by Licensee to Licensor shall be adjusted to the termination date and Licensee shall thereupon promptly vacate the License Area. Notwithstanding the foregoing provisions of this paragraph 22(a), Licensee shall be permitted to terminate this Agreement without penalty in the event that the License Area has been rendered unusable for Licensee's intended purpose and (i) Licensor's estimated period for completion of the repair and restoration of the Building exceeds 120 days (Licensor shall use reasonable efforts to deliver such estimate to Licensee within 90 days after the casualty), or (ii) Licensor does not complete such restoration within 120 days after the date of such casualty. In the event Licensee elects to terminate this Agreement pursuant to this paragraph 22(a), Licensee shall be required to give Licensor written notice within 5 days after the expiration of such 90 day period. (b) Condemnation. If at any time during the Term of this Agreement all or any portion of the License Area, the Hotel or the other Buildings and improvements located on the Property or all or any portion of the Property shall be taken in the exercise of the power of eminent domain or condemnation by any governmental or other authority, or by deed in lieu of condemnation, then Licensor may terminate this Agreement without penalty by providing 30 days' written notice to Licensee, and License Fees shall be apportioned as of the termination date. Licensee shall have the right to terminate this Agreement without penalty in the event that, as a result of such exercise of eminent domain or condemnation, the License Area shall be rendered unusable for Licensee's intended purpose by giving 10 days' written notice to Licensor not later than 30 days after the effective date of such taking or condemnation, and License Fees and all other charges payable by Licensee to Licensor shall be apportioned as of the termination date. All proceeds from any taking or condemnation of the License Area shall belong to and be paid to Licensor or Owner, as appropriate, and Licensee shall have no claim with respect thereto. Licensee shall have any rights against the condemning authority with respect to the Licensee's Facilities 23 #5127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A and other personal property of Licensee within the License Area to the extent such property shall not be included in any taking or condemnation action involving Licensor and/or Owner. 23. Subordination and Attornment. (a) Subordination. This Agreement is and shall be subject and subordinate in all respects to (i) all ground leases and underlying leases which may now or hereafter affect all or any part of the Building or the Property, and (ii) all mortgages, deeds of trust, deeds to secure debt and similar security documents or agreements which may now or hereafter encumber, be secured by, or affect all or any part of the Building or the Property, and (iii) all renewals, modifications, consolidations, replacements and extensions of' the items described in clauses (i) and (ii) above. This paragraph 23(a) shall be self - operative and no further instrument of subordination shall be required by any lessor, lender, trustee or mortgagee, but in confirmation of such subordination, Licensee shall execute, within 10 days after request, any certificate that Licensor may require acknowledging such subordination. (b) Attornment. Notwithstanding the provisions of paragraph 23(a) above, the party holding the instrument to which this Agreement is subordinate shall have the right to recognize and preserve this Agreement in the event of any foreclosure sale or possessory action, and in such case, this Agreement shall continue in full force and effect at the option of the party holding the superior lien or interest, and Licensee shall attom to such party and shall execute, acknowledge and deliver any instrument that has for its purpose and effect the confirmation of such attomment. 24. Waiver of Liens and Financing. Licensor hereby waives any and all statutory liens that Licensor may have with respect to any of the Licensee's Facilities which have been pledged for or serve as collateral for any of Licensee's existing or future loans or lines of credit, to the extent that all such assets which have been so pledged or which so serve as collateral and the arrangements related thereto have been disclosed in writing to Licensor prior to the date of this Agreement. Notwithstanding the foregoing provisions of this article 24, such waiver shall not apply with respect to any other loans or lines of credit. Furthermore, in no event shall Licensee or any of the other Licensee Parties in any way pledge, grant or create a security interest in this Agreement or any interest in property of Licensor or create a lien, encumbrance or other security interest in the Building, the License Area or any other part of the Property, • including without limitation, the real estate to which the Licensee's Facilities are affixed or any interest therein. 25. No Advertising. Licensee shall not (and shall have no right to) use: (i) the License Area or any other part of the Property for advertising, promotional or similar purposes, or (ii) the name or image of the Hotel, Licensor, Owner, the operator of the Hotel or any of their affiliates in any advertising or promotional materials of any kind or nature, or (iii) any of the trademarks, tradenames, service marks and copyrights now or hereafter associated with the names "Starwood," "Starwood Hotels," "Starwood Hotels and Resorts," "Starwood Preferred Guest," "[Westin/Sheraton /Other Brand Name]," "[Westin/Sheraton /Other Brand Name] Hotels," the [Westin/Sheraton /Other Brand Name] logos, the Starwood logo and any and all related slogans, derivations, trade secrets, know -how and trade dress (collectively, the "Trademarks"). Licensee acknowledges that the owner of the Trademarks shall be entitled to immediate injunctive relief against any use or infringement of the Trademarks by Licensee or any other Licensee Parties, and Licensee shall pay all attorneys' fees of the owner of the Trademarks resulting from any action taken to terminate such use, infringement or other violation of this article 25. 26. Notices. All notices, demands, requests and other communications hereunder shall be in writing either personally delivered; mailed, via United States certified mail, return receipt requested; or transmitted by overnight courier for next business day delivery to the addresses of Licensor, Licensee, Manager and Owner set forth in paragraphs 1(b), 1(d), 1(f) and 1(j) respectively, or to such other addresses as the parties hereto may, from time to thee, designate consistent with this article 26, with such 24 85127 v14— Stanwood Rooftop License(SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St Regis/ N/A new notice address being effective 15 days after receipt by the other party. In the event that any party's address is changed by notice in writing sent to the other party as set forth above, then all notices to such party shall thereafter be given to the address contained in such notice. Licensee shall send Manager a copy of any notice required to be sent to Licensor. Any notice from Licensor may be given by Manager and shall be deemed effective for all purposes herein. Notices will be deemed to have been given upon either receipt or rejection or the inability of said courier to deliver to said address. Notwithstanding the foregoing, (i) emergency repair notices may be sent via facsimile, (ii) any notice that is given by a party may be given by the attorneys for that party and shall be deemed effective for all purposes herein, and (iii) only notices, letters, documents, or instruments threatening to declare or declaring such addressee or recipient in default under this Agreement shall also be required to be sent to the attomeys representing such addressee or recipient, but only to the extent that the name and address of the attorney has been provided in this Agreement or by written notice. 27. Electromagnetic Emissions. Licensee shall at all times comply with any and all Applicable Laws pertaining to non - ionizing radiation or electromagnetic emissions, that are either currently enacted or that may become enacted or promulgated during the Term hereof. Licensee shall be responsible for such compliance with respect to the Licensee's Facilities individually and the integration of the Licensee's Facilities with any other telecommunication facilities or other electromagnetic emitting facilities at the Building or the Property. Licensee shall provide at its sole cost and expense any documentation required by Licensor to evidence such compliance and shall perform all tests required to obtain such required documentation, which may include, but not be limited to, the requirement that Licensee cause to be prepared by a competent and licensed engineer, at Licensee's sole cost and expense, an RF study of the electromagnetic emissions radiating from the Licensee's Facilities and any other telecommunications facilities then located on the rooftop of the Building in scope satisfactory to Licensor and promptly provide a copy of such report to Licensor. Licensee shall, at its sole cost and expense, and subject to Licensor's approval to the extent such alteration affects the aesthetics of the Licensee's Facilities, or alters the Permitted Use, or requires work which will impact a Building system or structure, perform such alterations or adjustments to the Licensee's Facilities that may be required during the Term hereof due to a change in or the implementation of Applicable Law, including but not limited to a reduction of the effective radiated power of the Licensee's Facilities, a change in the antenna type or a change in the height of an antenna's main lobe. If antenna power output is presently or hereafter becomes subject to any restriction imposed by the FCC or any other governmental agency regarding RF emission standards on maximum permissible exposure limits and/or otherwise becomes subject to Applicable Law, Licensee shall comply with Applicable Law and with Licensor's request for modifications to Licensee's Facilities which are necessary or desirable for Licensor to comply with Applicable Law. 28. Hazardous Substances. (a) Generally. Licensee hereby represents, covenants, warrants and agrees that it will operate and maintain the Licensee's Facilities in compliance with all environmental laws, rules and regulations, and shall not use, generate, store or dispose of Hazardous Substances on, under, about or within the Property; except for those materials that are necessary and directly related to the Permitted Use, in which case, the use, storage and disposal of such Hazardous Substances shall be in compliance with all Applicable Laws and the highest standards prevailing in the industry. Upon completion of the initial installation of the Licensee's Facilities, or within 30 days of a written request from Licensor or Manager, Licensee will provide Licensor and Manager with any information or documentation relating to any Hazardous Substance used, stored, or disposed of on, under, about or within the Property, which Licensor may be required to file with any governmental agency as required by Applicable Law. (b) Indemnity. Licensee shall indemnify, defend and hold hannless the Licensor and the other Releasees from and against any and all losses, claims, suits, damages, and all other liability incurred 25 #5127 v14 — Siarwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A by Licensor and the other Releasees as a result of the presence, use, generation, storage, release or disposal of Hazardous Substances on, under or in the Property and from and against the cost of any required repair, clean-up or remediation incurred by Licensor and the other Releasees, in each case only to the extent that such action or costs arise from the presence, use, generation, storage, release or disposal of Hazardous Substances by Licensee, its agents, contractors or employees or the exacerbation of an existing environmental condition. Licensee's indemnification obligation under this paragraph shall survive the expiration or tennination of this Agreement. (c) Definition. As used herein "Hazardous Substances" shall mean any toxic or hazardous substance, polychlorinated biphenyls, friable asbestos, material or waste or any pollutant or infectious or radioactive material, including, but not limited to, those substances, materials or waste now or in the future regulated under Applicable Law pertaining to hazardous substances, materials, wastes, chemical substances or mixtures, toxic substances, air pollutants, toxic pollutants, solid waste or other similar substances or for the protection of health, ecology or environment, including, but not limited to employee or community "right -to- know" laws. 29. Customer Solicitation. Except as provided herein, Licensee and the other Licensee Parties shall not engage in any public canvassing, soliciting or peddling of any nature in the public portions of the Building, including, but not limited to corridors, hallways, elevators or anywhere in the Building or on the Property, including, but not limited to the sidewalks or streets adjacent to the Building. Except upon prior written approval of Licensor, the foregoing prohibition shall include, without limitation, the distribution of any leaflets, brochures, pamphlets or circulars describing Licensee's business conducted at the Property or Building. 30. Marking and Lighting Requirement. (a) Generally. Licensee shall construct and install the Licensee's Facilities at the Property in compliance with all marking and lighting requirements of the FAA and the FCC and all other authorities having jurisdiction over same. If Licensee or any other Licensee Party shall be cited or otherwise notified that the Building or the Property is not or may not be in compliance with such regulations, then Licensee shall immediately notify Licensor in writing of same. If the Licensee's Facilities shall be non - compliant because of the noncompliance of another facility at the Property and not the Licensee's Facilities, and if Licensor shall not cause the cure of the conditions of noncompliance within 90 days after receipt of said notice, then Licensee may terminate this Agreement by written notice to Licensor and Manager not more than 30 days thereafter. Licensor shall have no obligation to cure any such noncompliance. (b) Lighting Automatic Alarm System. If lighting requirements have been or shall be imposed by the FAA, the FCC or pursuant to any Applicable Law and a lighting automatic alarm system has been installed by Licensor, then Licensor may consent to allow Licensee, at Licensee's sole cost and expense, to bridge -in to the system to permit a parallel alarm or to install a second alarm (to the extent permitted under any agreement with any other occupant or licensee of the Property or the Building or any part thereof or any other third party). Licensee shall be responsible for the cost and expense of maintaining the bridge or parallel alarm. 31. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. Licensee acknowledges that each of Licensor and Owner may, without Licensee's consent, sell, convey or assign all or any part of the respective interest of Licensor and Owner in the Building and the rest of the Property. A sale, conveyance or assignment of Licensor's interest in the Building shall operate to release Licensor from liability from and after the effective date of such sale, conveyance or assignment under all of the covenants, terms and conditions of this Agreement, express or implied, except those liabilities which arose prior to such effective date, and, from and after the effective date of such sale, conveyance or 26 #5127 v14 — Starwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St Regis/ N/A assignment, Licensee shall look solely to Licensor's successor -in- interest to this Agreement for performance of Licensor's obligations hereunder. Without in any way implying that any liability would otherwise exist, a sale, conveyance or assignment of Owner's interest in the Building shall operate to release Owner from liability from and after the effective date of such sale, conveyance or assignment. Except as provided herein, this Agreement shall not be affected by any such sale, conveyance or assignment, and Licensee shall attorn to Licensor's successor -in- interest to this Agreement. 32. Estoppel Certificate. Licensee shall, at any time and from time to time upon not less than 10 days' prior notice from Licensor or Owner, execute, acknowledge and deliver to Licensor and/or Owner, as applicable, an estoppel certificate or other statement in writing certifying (i) that this Agreement is unmodified and in full force and effect (or, if modified, stating the parties to and nature of such modification), (ii) the Commencement Date, the end of the Term and the amount of License Fees then payable, (iii) the dates, if any, to which the installments of the License Fees and other charges hereunder have been paid in advance and the amount of any Security Deposit, (iv) that there are not, to Licensee's knowledge, any uncured defaults on the part of Licensor, or any offsets, defenses or counterclaims available to Licensee hereunder (or specifying such defaults, offsets, defenses or counterclaims if any are claimed) and (v) such other information as is customarily specified in such certificates. Any such certificate or statement may be relied on by any prospective purchaser or encumbrancer of all or any portion of the Property. Licensee's failure to deliver any certificate or statement requested by Licensor or Owner pursuant hereto shall be conclusive upon Licensee that (i) this Agreement is in full force and effect, without modification except as may be represented by Licensor or Owner, (ii) there are no uncured defaults on the part of Licensor or any offsets, defenses or counterclaims available to Licensee hereunder, (iii) the Security Deposit is as set forth in this Agreement, and (iv) the installments of License Fees have not been paid more than one month in advance. 33. No Broker. Licensee represents and warrants to Licensor that Licensee has dealt with no brokers or finders in connection with this Agreement. Licensee shall indemnify and hold Licensor harmless against any liability of Licensor resulting from claims for brokerage commissions or finder's fees in connection with this Agreement. The indemnification and hold harmless set forth in the immediately preceding sentence shall survive the expiration or earlier termination of this Agreement. 34. Authority. Licensee hereby represents and warrants to Licensor that (a) Licensee is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and authorized to do business in the state in which the Property is located, and has the full power, authority to execute and legal right to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed and delivered by Licensee and constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms; (c) the execution and performance of this Agreement will not violate any Applicable Law or the provisions of any mortgage, license or other instrument binding upon such party; (d) Licensee's assets and cash flow enable it to meet its present obligations in the ordinary course of business as they become due, and Licensee does not believe that it will incur debts beyond its ability to pay; and (e) neither Licensee nor any of its affiliates have (i) been adjudicated bankrupt or insolvent, (ii) been a party to a transfer in fraud of creditors, or (iii) made an assignment for the benefit of creditors, or commenced any proceedings of any kind by or against Licensee or its affiliates under any provision of the Federal Bankruptcy Act or under any other insolvency, bankruptcy or reorganization act. Further, the person executing this Agreement on behalf of Licensee does hereby warrant that he /she is authorized to do so. Upon Licensor's request, Licensee shall provide evidence reasonably satisfactory to Licensor confirming the foregoing warranties. 35. Licensee's Facilities. The Licensee's Facilities which is installed or owned by Licensee shall remain the personal property of Licensee notwithstanding the fact that it may be affixed or attached to the 27 #5127 v14 — Starwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. SL Regis/ N/A Building, and shall, during the Term, and upon termination thereof, belong to and be removable by Licensee consistent with article 15 hereof'. The Licensee's Facilities shall not be considered a permanent fixture or improvement to the Hotel, the Building or the Property. 36. Disclaimer of Warranties. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ASSOCIATED WITH THE LICENSE AREA, AND LICENSEE ACCEPTS THE LICENSE AREA IN AN "AS IS, WHERE IS" CONDITION. 37. Non - Recourse. Anything in this Agreement, either expressed or implied, to the contrary notwithstanding, Licensee acknowledges and agrees that each of the covenants, undertakings and agreements herein made on the part of Licensor are made and intended not as personal covenants, undertakings and agreements of Licensor, or for the purpose of binding Licensor personally or the assets of Licensor; and Licensee shall look solely to Licensor's interest in the Property for a recovery, if any, against Licensor which might be permitted under this Agreement; and that no personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Licensor, any Releasee, any parent, partner, or affiliate thereof (including without limitation parent entities or subsidiaries, and all entities which, directly or indirectly, possess an ownership interest in the subject entity and in which the subject entity possesses an ownership interest), or any of their respective heirs, personal representatives, successors or assigns. 38. Rules and Regulations. Notwithstanding anything herein of the contrary, Licensee shall observe any rules and regulations which may be promulgated by Licensor from time to time affecting the Hotel, the Building or the Property, which rules and regulations shall be delivered to Licensee prior to enforcement thereof against Licensee. In addition, Licensor hereby reserves the right to promulgate rules and regulations from time to time affecting the Interior Space and the License Area to insure the orderly use, access, security and maintenance of the Interior Space and the License Area. In the event of a conflict between such rules and regulations promulgated by the Licensor and this Agreement, the terms of this Agreement shall prevail and supersede such rules and regulations. 39. Miscellaneous. (a) Waiver. Failure of Licensor to insist on strict performance of any of the conditions or provisions of this Agreement, or to exercise any of Licensor's rights hereunder, shall not waive such rights. Unless otherwise expressly stated herein, with respect to any matter which may require the consent or approval of Licensor, such consent or approval may be withheld in the sole and absolute discretion of Licensor. If Licensee believes that Licensor has unreasonably withheld its consent or approval pursuant to this Agreement, Licensee's sole remedy shall be to seek a declaratory judgment that Licensor has unreasonably withheld its consent or an order of specific performance or mandatory injunction of Licensor's agreement to give its consent. Time shall be of the essence with respect to this Agreement. Wherever the phrase "Term of this Agreement" or words of similar import is used in this Agreement, said phrase shall be deemed to include all Renewal Terms, to the extent applicable. Whenever the phrases "includes" or "including" or words of similar import are used in this Agreement, said phrase shall be deemed to contain the phrase "without limitation." (b) Third Party Beneficiary. The parties hereto acknowledge that Manager and Starwood Hotels & Resorts Worldwide, Inc. have entered into a management agreement, whereby Manager is obligated to Licensor (but not Licensee) to perform certain services with respect to the management of telecommunication sites at the Property. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located, without reference to its conflicts of laws principles. 28 #5127 v14 — Starwood Rooftop License (SBG Managed) Rev. 08/30/04 9 / Manager Site Name/ Number. St Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A (d) Business Days. If the day for performance of any act required under this Agreement falls on a Saturday, Sunday or holiday for which banking institutions in the state in which the Property is located are generally closed, then the day for such performance, as the case may be, shall be the next following regular business day. (e) No Recording. In no event shall this Agreement, or any memorandum or short form of this Agreement, be recorded in any real property or land records office and any attempt at recording shall be a material default hereunder. (f) Counterparts /Scanning. This Agreement may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original, but which together shall constitute one and the same instrument. The parties agree that a scanned or electronically reproduced copy or image of this Agreement shall be deemed an original and may be introduced or submitted in any action or proceeding as competent evidence of the execution, terms and existence hereof notwithstanding the failure or inability to produce or tender an original, executed counterpart of this Agreement and without the requirement that the unavailability of such original executed counterpart of this Agreement first be proven. (g) Force Majeure. The period of time during which either Licensor or Licensee is prevented or delayed in the performance of any non - monetary obligation required to be performed under this Agreement due to delays caused by fire, catastrophe, strikes, labor trouble, civil commotion, acts of God or the public enemy, governmental prohibitions or regulations or other causes beyond such party's reasonable control, shall be added to such party's time for performance thereof, and such party shall not be deemed in default hereunder as a result of such delay. Notwithstanding the foregoing provisions of this paragraph 39(g), nothing in this paragraph 39(g) shall affect, limit, delay or in any way prevent Licensor's exercise of its termination rights as set forth in this Agreement, including but not limited to Licensor's right to terminate pursuant to paragraphs 18(c) and 18(d). (h) Sole and Entire Agreement. This Agreement embodies the entire agreement between the parties and it may not be amended, modified or terminated except by a writing duly signed by Licensor and Licensee. There are no representations or understandings existing prior to the date hereof between Licensor and Licensee which are not stated in this Agreement. Licensor and Licensee acknowledge that each of them and their counsel have had an opportunity to review this Agreement and that this Agreement shall not be construed against Licensor merely because Licensor or its counsel or agent has prepared it. This Agreement shall supersede any agreements now or previously existing between Licensee and Licensor (or any third party representative or agent of Licensor) with respect to the Property. Any such previously existing agreements shall be deemed void and terminated upon the full execution and delivery of this Agreement, subject to the continuation of any obligations which expressly survive the expiration or termination of such existing agreement. (i) No Offer. This Agreement is submitted to Licensee on the understanding that it shall not be considered an offer and shall not bind Licensor in any way until (i) Licensee has duly executed and delivered originals to Licensor, and (ii) Licensor has executed and delivered one of such originals to Licensee. (1) Severability. If any of the provisions of this Agreement, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision or provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law. 29 #5127 v14 — Starwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St. Regis/ N/A (k) No Partnership or Joint Venture. Licensor and Licensee acknowledge and agree that the relationship between them is solely that of licensor and licensee, and nothing shall be construed to constitute the parties as landlord and tenant, sublandlord and subtenant, employer and employee, partners, joint venturers, co- owners or otherwise as participants in a joint or common undertaking. Neither party, nor its employees, agents or representatives shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other. Licensee shall have no property rights or interest in the License Area, the Building or the Property by virtue of this Agreement. (1) Gender/Number. The pronouns of any gender shall include the other gender, and either the singular or the plural shall include the other. (m) Cross Default. If Licensee or any of its affiliates shall be a licensee or a tenant at, or party to another agreement relating to, any other property which is owned (in whole or in part), operated or managed by Licensor or any of Licensor's affiliates under any license, concession, lease or any other arrangement, then any default with respect to any such agreement shall be deemed to be a default hereunder, and shall give to Licensor all rights and remedies provided herein with respect to this Agreement; and any default with respect to this Agreement shall be deemed to be a default under any and all such other agreements and shall give to Licensor or Licensor's affiliates, as the case may be, all rights and remedies for default provided under such other agreements. (n) References. References in this Agreement to articles, paragraphs or clauses shall refer to those articles, paragraphs or clauses set forth in this Agreement unless the context expressly requires otherwise. (o) Picketing. Licensee shall not do or omit to do anything which (i) would violate any union contracts affecting the Hotel or the Property, or (ii) shall cause any work stoppage, picketing or other labor unrest at the Hotel or the Property. Without limiting Licensee's obligations or Licensor's rights with respect to a violation under the preceding sentence, if, as a result of labor disputes or activities involving Licensee or any of the other Licensee Parties or arising in any way from Licensee's use of the License Area or the Property, a picket line is established on the Property or in the vicinity of the Property or the Hotel, or there is any other such activity which, in the judgment of Licensor, interferes with or affects the operations of the Hotel, then Licensor may, at its option, terminate this Agreement forthwith by written notice to Licensee. If Licensor, in the event of the establishment of a picket line or any other activity as aforesaid, shall not elect to terminate this Agreement, then Licensor may, in its discretion and in addition to any and all other rights and remedies available to Licensor under this Agreement, in law or in equity, by written notice to Licensee revoke Licensee's license to use the License Area pursuant to this Agreement (and thereby require Licensee to cease its use of the Property) for such period of time as Licensor may consider advisable. (p) Headings. Headings of articles or paragraphs are for convenience only and shall not be considered in construing the meaning of the contents of such articles or paragraphs. (q) Attorneys' Fees. Should either party institute any legal proceedings against the other for breach or failure to perform any provision contained in this Agreement and prevail in such action, the non - prevailing party shall in addition be liable for the cost and expenses of the prevailing party, including its reasonable attorneys' fees at trial and through appeal. (r) Exhibits. The parties acknowledge that the exhibits attached to this Agreement are incorporated herein by reference and to the extent any exhibits are not attached, then the terms and conditions hereof shall be null and void until such complete exhibits, mutually agreed to by the parties, are so incorporated. 30 #5127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St Regis/ N/A [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 31 it5127 v14 — Starwood Rooftop License (SSG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St Regis/ N/A IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date s<. aforesaid. LICENSOR: LICENSEE: Starwood Hotels & Resorts Worldwide, Inc Rocky Mountain Broadband, LLC, a G- . • ed liability com l any By: Name: Liu wPx►(L'{/ Name: Richard Kolsby Title: yQ 1 1%4 h i r tt4 -i J ` I Title: Managing Director Date: J r4.ktse gar ( 5 20 t7 Date: 1 /22 I a oq 32 #5127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A EXHIBIT A INTERIOR SPACE 33 05127 v14 — Statwood Rooftop License (SBG Managed) Rev. 08/30/04 k the .1 Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St Regis/ N/A EXHIBIT B ROOF AREA 34 #5127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 i , Manager Site Name/ Number: St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number. St Regis/ N/A EXHIBIT C LICENSEE'S FACILITIES DATA SHEET 35 #5127 v14— Starwood Rooftop License (SBG Managed) Rev. 08/30/04 Manager Site Name/ Number. St. Regis — Aspen, CA/ 332094 Licensee Site Name/ Number: St. Regis/ N/A EXHIBIT D REQUIRED PROVISIONS [Text from Existing Mortgage and/or Ground Lease to be Added] 36 N5127 v14 — Stanwood Rooftop License (SBG Managed) Rev. 08/30/04 , A AmEssucartn:sweaut Carrier Application RETURN THIS APPLICATION TO THE FOLLOWING EMAIL Date Received by ADDRESS: American Tower (AMT): Revision Dates: To be filled in by American Tower representative: AMT Site Name: St. Regis - Aspen AMT Site Number: 332094 iWt ,,' -_ :t1.17, a 't , 4 I', ;::.! ,7f 1 :-.:;-'''' • 1 - Applicant (Carrier): Rocky Mountain Broadband Primary Contact Name: Brent Wagner Applicant Site Name: St. Regis Company Name: Rocky Mountain Broadband Applicant Site Number: Primary Contact Number: 970 Primary Contact Fax: 970-337-1329 Applicant Entity Name on SA: Rocky Mountain Primary Contact Address: 3306 Paces Ferry Avenue Broadband Atlanta, GA 30339 Notice Address for License: 3306 Paces Ferry Avenue Billing Address: 3306 Paces Ferry Primary Contact Email: brent@sanisabel.com Avenue Atlanta, GA 30339 ;Z:;:1 .:11Dili I BMAVOItREOGWD:','ita ----- Leasing Contact Name/Number: Brent Wagner/970-337-0007 RF Contact Name/Number: Mark Poletti/303-550-6413 Legal Review Contact Name/Number: Richard Kolsby/404-229-8953 Zoning Contact Name/Number Brent Wagner/970-337-0007 Construction Contact Name/Number: Brent Wagner/970-337-0007 Emergency Contact Name/Number: Brent Wagner/970 = ..:::::MS iitlatiataientn-S-- 7e Property Owner: St. Regis Site Address: 315 L. Dean St. Coun : Pitkin State: CO Tiff ataw.E.7. ''.:Vitti --- le Equipment Information: Use one column Sector 1 Sector 2 Sector 3 Sector 4 AUX unless antenna models are different. . Antenna Quantity 1 1 1 1 Antenna Manufacturer Motorola Motorola _ Motorola Dragonwave Antenna Model (Attach Spec Sheet) 48" 48" 48" A-ANT- WAP400 Access Point (Attach Spec Sheet) Proprietary Proprietary Proprietary 18G-2-C PaneVWAP40 Panel/WAP40 PaneUWAP40 0 Access Point 0 Access Point _ 0 Access Point Weight (lbs per antenna/access point) 9/26 9/26 9/26 12.3 Antenna Dimensions (HxWxD) (in) 48 x 7x 4 48 x 7 x 4 48 x 7 x 4 26"H x 25 x 7.6 x 5.5 25 x 7.6 x 5.5 25 x 7.6 x 5.5 26"W x WAP400 Dimensions (HxWxD) (in) 14"D ERP (watts) 10 10 10 9.5 Antenna Gain (dB) 14.5 14.5 14.5 34 dBi Orientation/Azimuth (Degrees) 0 120 240 200 Mechanical Tilt 0 0 0 0 N , Channels 4 4 4 2 Transmit Frequency (MHz) 2500 2500 2500 18000 Receive Frequency (MHz) 2500 2500 2500 18000 Number of Coax Cables (PER ANTENNA) 2 2 2 2 Carrier Application Page 1 of 3 A Carrier Application Diameter of Coax Cables in /A /z h 1 1/4 Type of Service: ❑Paging Radio Satellite PCS ❑802 802.11b 0802.11g ❑WISP 2.4 ❑WISP 2.6 . ❑WISP 5.3 DWISP 5.8 MOTHER .lease describe): WiMAX For Broadband Customers Only: Do you plan to solicit the tenants of this building? Yes 0 No Please Note: "AUX" can be used for Microwave, 77A, LNA, or GPS antenna information. Carrier Application Page 2 of 3 A ANIMM Carrier Application Equipment Enclosure Type: • BTS Cabinets AND Number of BTS Cabinets: 2 ❑ Outdoor Shelter ❑ Space within building requested If checked, provide square footage: Total Space Dimensions (HxWxD)(ft): 3'x5'x3' Cabinet/BTS /Shelter Dimensions HxWxD (ft): 3'x2'x1.5'/3'x2'x2.2' Platform Dimensions (HxWxD)(ft): 1'x5'x5 ` ®Steel Platform ❑Interior [Pad (Ground) Fully loaded weight of cabinet(s): 350 Ibs Cabinet/Shelter Manufacturer/Model: -Li DB Unlimited/Motorola • - r. �}.. rT.... ^� _ -:. AC Power: Yes Required Voltage and Total 120, 30 amp Amperage: Electrical Service Provider: 1 Holy Cross Energy Electrical Service Telephone Number: 1 Is a multi -tenant meter rack present: Yes ❑ No ❑ Direct connect to utility company or sub -meter Either is fine desired • lease answer in box to ri: t) Generator Ground Space Fuel Type Re•uirement HxWxD ft : (Natural Gas, Diesel): Generator Owner Fuel Tank Location: ■Attached ■Separate ■None (Applicant/Tenant, American Tower): Capacity (KW): Fuel Tank Size (Gallons): Bette Make and Model: • antity: To confirm your onsite needs and requirements, American Tower can schedule a predesign site walk. Please indicate whether you desire to schedule an onsite meeting: Yes ® No ❑ *Please submit site installation plans with application* • This Carrier Application is subject to American Tower approval and Building Owner approval. • Parent Owner consent may be required as a condition to the execution of your site agreement. • Modifications to the site may be subject to local zoning approval. • If available, attach manufacturer's equipment specifications for antennas, mounts, cabinets, shelters, etc. Cartier Application Page3of3 N = m m 7) k _ O al Ca -I rin Z k r o o m o v n) v n) z ____ s S MONARCH ST y ---- _____ ---- ------------- cz PROPEHIY llNE Op N ca r e 1 m ZI re D 1 A El I II 71 co 0 M h �" -- -- -- 9 1 m '�'� S! Sill m I Z m ! a Z os 73 1 M 03 r— — — i N N m g r O xi I t g j . IA I i g Y / PflOP IJNE -__ -_ S MILL ST co N J 0 N 0 D r II v 0 0 A 0 r�oenc .oast z 1'111 ° � m�a m , / -0*9 EQUIPMENT AREA / er W .., Ili 9� 2 ga=9 AA M a— � g ° o �o � z >< 9 , Z Q y EE mmegiimilmaik Ag u u u u u 1 / CD 4E8 N 71 Rg T 5/ ■ ■ N I P a m P 1 0 2 . �Q 20 25 5' c . . o§ Z 73 m ■ • a NO ■ ■ AIR oI1g / 5-0 / —I iSpa ii r- / m T m 1 9 P T s 1 1/4 I N, b \��,� n n n n n n \ Pr \\ \\ i 111 11 i . _ m 9 _g • g _ - - -- - E o f - -- F r \ ' r W [ne na 3 : r— • Z 0 ry L_ -_ -_ L - J / C OC v i 1 : l 0 r P g @ � n g€ 2: • 1" �g 000 Z 1 = -: If 2 I \\-%. � I \ . i"a.� -a I1 Y .F J '" _ r r r 1 Az g AI a L ;ij z o f $5 m 1 i° 9 1 �� _ en o xi 1 I ° 1 J / 1 62 V2 ca Or P I Ig g a co 0 0 13 P e i m g mw_ i o r N '6g II b e o r r r m fa . 8 SAC project: AE058 Structural Analysis Proposed Non - Penetrating Antennas Roof Frames with Ballast On Top of Existing Building Rocky Mountain Broadband Site Name: St. Regis Site Location: 315 East Dean Street Aspen, C081611 Date: September 16, 2010 oj DO L �' - V• .•� A' • l . ti610 1VALe 4 W I R E L E S S 11300 Sorrento Valley Rd, Suite 230, San Diego, CA 92121 Office: (858) 229 -6828 Fax: (858) 552 -0184 ...s r - INTRODUCTION At the request of Rocky Mountain Broadband, SAC Wireless has performed a structural analysis for a Non - Penetrating Antenna Roof Frames with ballast (BAIRD Model B3- 34x40) to be installed on the roof of existing building located at 315 East Dean Street, Aspen, CO81611 DESCRIPTION Rocky Mountain Broadband proposes to install a Non - Penetrating Antenna Roof Frames with ballast to support following antennas: - (1) SA2500- 090X -16 DualPol panel antenna (48 "x6.5 "x3.3" HxWxD and 8.7 Ibs) or - (1) 1 ft diameter microwave (dimension: 15.3" 0, and weight 14 Ibs) Antenna and microwave will be installed respectively at 6ft and 3 ft radcenter above roof level. For the stability of the Andrew non - penetrating antenna roof frames, it is secured by CMU concrete - blocks ballast installed on the framing ballast trays. An analysis was performed to design the total ballast required and to analyze the adequacy of existing roof framing for the proposed loading. CRITERIA The wind load for the proposed antennas on antenna roof frame has been calculated under the section 6 of SEI /ASCE 7.05, 2006 IBC, and Colorado Building Code. CONCLUSION: The proposed non - penetrating antenna frames secured by ballast will be adequate to support the proposed antenna or the proposed microwave. The location of the proposed antenna frames is provided in the construction drawings. Therefore, SAC Wireless recommends installing the proposed (1) panel antenna and (1) 1 ft 0 separately on non - penetrating antenna roof frames on the roof of existing building. One antenna or one microwave on each B3 -34x40 antenna frame. The installation must be performed in accordance with the details shown in SAC Wireless construction documents, and as required by the approving jurisdiction. Page 1 of 6 1 1-Th PROVISIONS OF ANALYSIS & DISCLAIMER Analysis and conclusions included in this report are based on information collected from Rocky Mountain Broadbrand. SAC Wireless declines any responsibility for damages that were originated prior to any proposed modifications or additions. In addition, it is assumed that the structure has been properly built and maintained, including but not limited to the following: • No significant deterioration or damage to any existing building structural elements /components. Page 2 of 6 - -F M.� ...—teas • LATERAL LOADING • WIND LOAD Wind load per section 6 of SEI /ASCE 7.05 Exposure C Basic Wind speed within Pitkin County, V = 90 mph (3- second gust wind speed) The design wind force (F): total wind load on antennas and Microwave, F can be determined by using following: F= g Where: q = 0.00256 x K x K2t x V x 1 - Velocity pressure, (Section 6.5.10) Antenna : K = 2.01 (Z/Z9) 2i° = 2.01 (60/900) = 1.137 (Tables 6 -2 & 6.3) Microwave: K = 2.01 (Z/Z9) 2f° = 2.01 (57/900) = 1.124 (Tables 6 -2 & 6.3) K = 1 (structure not subject to the topographic effects - Section 6.4.1.2 -5) I = 1.0 (Structure classification category II) — Table 6.1 Antenna: q 0.00256 x 1.137 x 1 x90 1.0= 23.58psf Microwave: q = 0.00256 x 1.124 x 1 x 90 x 1.0 = 23.31 psf G = 0.85 — gust effect factor (Section 6.5.8.1) Antenna: Cf = 1.8325 (force coefficient from figure 6 -20) s/h= 4/8 =0.5 B/s= 6.5/(12x4) =0.135 Microwave: Cf= 1.77 (force coefficient from figure 6 -20) s /h= 15.3/(3 x12) =0.425 B /s= 15.3/15.3 =1 Page 3 of 6 _ . AMi 1.28 ft [15.3" ft 0 microwave exposure area (7 x 0 - Maximum wind load on a microwave FMi 23.31 x 0.85 x 1.77 x 1.28 = 45 lbs. AAnt =1.1 ft — Maximum Panel antenna Wind area (see attached specifications sheet); - Maximum wind load on an antenna Fmt= 23.58 x 0.85 x 1.8325 x 1.1 = 41 lbs. Ballast Weight for Non - Penetrating antenna roof frame F,,„= 41 lbs. • Th F M;cr = 45 lbs. Ballast 4 1-1=6' H =3' Roof III I .t! W = (FAnt X halt + Fmicr X hMi x 2 /3.33 = (41 x 6 + 45x 3) x 2 /3.33 = 229Ibs The ballast tray of the proposed Non - Penetrating Antenna Roof Frame is 34.8" x 40" Number of blocks with dimensions of 7 5/8 "x 7 5/8" x 15 5/8" on ballast tray: 40 "/7.625 = 5 units on 1 row; there are 2 rows. Total 10 Units Each concrete block weights 27 Ibs; Total blocks required for stability: 229/27 = 9 blocks Weight of 9 blocks: 27 x 9 = 243 Ibs Install 5 blocks on one tray and 4 blocks on the second tray. Page 4 of 6 • r Roof Live Load: - Non - Penetrating antenna roof frames B3 -34x40 weight is including the 7.5 ft 2' 'A" 0 antenna mount 124 Ibs - (1) Panel antenna: 9 Ibs (1) microwave: 14 Ibs 147 Ibs Total Dead Load of antennas mounting frame, antennas and ballast is: 147 + 243 = 390 Ibs Most of roof in United States are designed for a minimum design live load of 20 psf. However, the regions with snow, roof are designed for 30 psf. The proposed Non - Penetrating antenna roof frames has a base area: - 34.8" x 40" (B3- 34x40) = 9.67 SQ.FT Therefore, live load per square foot from antennas installation is: 390/9.67 = 40 psf > 30 psf Not acceptable unless verified roof framing with existing as built drawings!! 1- Check Roof for SA2500- 090X -16 antenna on B3- 34x40: Remove the (1) microwave from antenna frame B3 -34x40 and leave antenna SA2500- 090X -16: W = (FA x hA ) x 2 /3.33 = (41 x6)x2/3.33= 148Ibs Total blocks required: 148/27 = 6 blocks Weight of 6 blocks: 6 x 27 = 162 Ibs Install 3 blocks on each tray. Roof Live Load: - Non - Penetrating antenna roof frames B3 -34x40 weight is including the 7.5 ft 2 '/3" 0 antenna mount : 124 Ibs - (1) Panel antenna: 9 Ibs 133 Ibs Page 5 of 6 Total Dead Load of antenna mounting frame, antenna and ballast is: 133 + 162 = 295 Ibs Therefore, live load per square foot from antenna installation is: 295/9.67 = 30 psf = 30 psf --* acceptable! 2- Check Roof for 1ft 0 microwave on B3- 34x40: Remove the (1) SA2500- 090X -16 antenna from antenna frame B3 -34x40 and leave the microwave on a 4ft long and 2'/2" 0 pipe mount: W = (FMicr x hMicr) x 2 /3.33 = (45 x 3 ) x 2 /3.33 = 82 Ibs Total blocks required: 82/27 = 4 blocks. Weight of 4 blocks: 4 x 27 = 108 Ibs Install 2 blocks on each tray.. Roof Live Load: - Non - Penetrating antenna roof frames B3 -34x40 weight is including the 4 ft 2' /z' 0 antenna mount : 103 Ibs - (1) microwave: 14 Ibs 117 Ibs Total Dead Load of antenna mounting frame, antenna and ballast is: 117 + 108 = 225 Ibs Therefore, live load per square foot from antenna installation is: 225/9.67 = 23 psf < 30 psf —> OK! Antenna and microwave shall be installed separately. Only one antenna to be installed on each B3- 34x40. Therefore, the existing roof is adequate for the proposed load for one antenna. Page 6 of 6 - -- , 1 1 ..* / it „.. _ - - - i 1 ,..- .:1 .ee - _ — - i.' _ — 11 41 . 4 .• ..... 1 -. ,,. • _ _ _ _ _ • ... , ...,.._-rn . ......... ...- • i r- _ - ‘ le . - .61.1... ,...„, or . r - - - _ - _ - . - - or, . -., _ . ;.----.. , - _ , _, 1 ..-• - • 1101111"4=IN i ....A.. 1 ., 4er.._. __ -." / l ‘11 4, yr. -- : ' i , ,.. / ....* —._ . „,...... v , 1 j .1 ' J. 1 4. , )- - ) ! • , 1 .....,,... / i 0 , 17 , - 1 _. . 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