HomeMy WebLinkAboutBell Atlantic Mobile ELIZABETH A. NEVILLE
TOWN CLERK
REGISTRAR OF VITAL STATISTICS
M-At~RIAGE OFFICER
· RECORDS NIAi'~AGEMENT OFFICER
FREEDOM OF IN-FOR~IATION OFFICER
Town Hall, 53095 Main Road
P.O. Box 1179
Southol~, New York 11971
Fax 631) 765-6145
Telephone (6~1) 765-1800
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION WAS
~DOPTED AT A REGULAR MEETINC OF THE SOUTHOLD TOWN BOARD
fIELD ON JULY 18. 2000:
RESOLVED that the Town Board of the Town of Southold authorizes Supervisor
Jean W~ Cochtan to e~ceeute ar~ agreement, as part ofthe, overall Computer Upgrade,
between the 'Town and Bell Atlantic Network Integration, Inc. dgo/a Bell Atlantic Data
Solutions Group, Network Integration for Dedicated Intemet Access at a cost of $681 ~25
per month per the contract terms; and
BE IT FURTHER RESOLVED that the Town Board hereby selects Genuity as
the Towns Global Service Provider.
~~. Neville
Southold Town Clerk
July 18. 2000
S OUTHOLD,
Hall, 53095 Main Street, Southold, New York 11971,
and New York SMSA Limited Partnership, a New
partnez~ship, d/b/a Bell Atlantic Mobile, having
MEMORA/~DUMOF LEASE
This F~EMORA/~DUMOF LEASE made as of this ~--~ day of
1998 (the "Memorandum") by and between TOWN OF
having its prmncipal office at c/o Town of Southold, Town
(the "LESSOR")
York limited
its principal
office a~ Bell Atlantic Mobile, Inc., 180 Washington Valley Road,
Bedminster, New Jersey 07921 (the "LESSEE").
W! TNE S SETH :
1. LESSOR is the owner of a certain Eower (the "Tower")
located au Main Rd., Peconic, New York, as shown on the Tax Map for
the County of Suffolk, au District
014.001.
2. By Agreement dated ~ , 1998,
LESSOR has granted to LESSEE the right to lease certain portion
1000, Section 75, Block 5, Lot
as of
(a)
of said Tower; (b) approximately ( sq. ft.)
square feet (the "Ground Area"), (c) the following hereinafter,
collectively, referred to as the "Related Easements": a right cf
way for access to the Ground Area, a right of way for the
installation of wires, cables and necessary connections between the
Equmpment
Structure,
telephone
maintenance of
under or along a
Building, as hereinafter defined, and the Antenna
as hereinafter defined, access to electric power and
lines and an easement for the installation and
utility wires, cables, conduius and pipes over,
fifteen (15) foot wide right of way extending from
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the nearest public right of way to the Ground Area; and (d) Access
(as defined hereinafter in paragraph "10") (the Ground Area, the
Related Easements and Access are sometimes hereinafter referred to,
collectively, as the "Premises") for the purpose of constructing,
ma~int~ining.,and,~operaZing a communicationsfacitity, consisting of
an equipmenn building 5o be constructed by Tenant on the premises
a.ndcommunications-~equipmen~, 'antennas, and appur5enances.
3. Except as otherwise specified~in this Memorandum, all
term~
given.
hands
defined, in the Agreement shall have the meanings therein
IN'WITNESS W/4EREOF, the parties hereto have set their
and seals as of the date set forth above.
LESSOR: TOWN OF SOUTHOLD
Jean W. Cochran, Superv'
LESSEE:
New York SMSA Limited Partnership
by Cellco Partnership, its managing
general partner
by Bell Atlantic Mobile, Inc.
its managing general paruner
Lync~/n ~ \ ~
Richard
J.
Chief Technical Officer and
Executive Vice President
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DOC# 05-1S-96-TLA
TOWER LEASE AGREEMENT
This Agreement, made this~~ day of, 1998,
between TOWN OF SOUTHOLD, with its principal offices located au c/o
Town of Southold, Town Hail, 53095 Main Street, Southoldr New York
11971, Federal Tax ID ~ii-600-1939 hereinafter designated LESSOR
and New York SMSA Limited Partnership, d/b/a Bell Atlantic Mobile,
a limited partnership of the State of New York, with its principal
offices at c/o Bell Atlantic Mobile, Inc., 180 Washington Valley
Road, Bedminster, New Jersey 07921, hereinafter designated LESSEE.
WITNESSETH
In consideration of the mutual covenants contained herein
and intending to be legally bound hereby, the Parties hereto agree
as follows:
1. LESSOR hereby leases no the LESSEE a portion of that
certain space on the LESSOR's Tower, located am Town of Southold
Police Department, Main Rd, Peconic, New York, Suffolk County,
Sta5e of New York, as shown on the Tax Map of the Comity of
Suffolk, as District 1000, Section 75, Block 5, Lot 014.001,
nogether with a ~arcel of land sufficienn for the installation of
LESSEE's equipmen5 building as shown on Exhibit "A", attached
hereto and made a part hereof together with the non-exclusive right
for ingress and egress, seven (7) days a week, twenty-four (24)
hours a day, on foot or motor vehicle, including trucks, and for
the installation and maintenance of utility wires, poles, cables,
conduits., and pipes over, underr or along a fifteen (15') foot wide
right-of-way, extending from the nearest public right-of-way, Main
Road, ~o the demised premises, said Properny and right-of-way for
access being substantially as described herein in Exhibit "A"
attached hereto and made a part hereof which tower space and parcel
of land are collectively referred to hereinafter as the'"Property".
In the event any public utility ms unable to use the
aforementioned right-of-way, the LESSOR hereby agrees no grann an
additional right-of-way either to the LESSEE or to the public
utility at no cost ~o the LESSEE.
LESSOR hereby granns permission no LESSEE ~o install,
maintamn and operate the communications equipment, antennas and
appurtenances described in Ex2aibit "B" attached hereto.
LESSEE reserves the right no replace the aforementioned
equipmen5 with similar and comparable equ~pmenn provided said
replacemenn does non increase nower loading of said Tower.
2. LESSOR also hereby grants no LESSEE the right to
survey said Properny, and said survey shall then become Exhibit "C"
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which shall be attached hereto and made a parn hereof, and shall
control in the event of boundary and access discrepancies between
it and Exhibit "A". Cost for such work shall be borne by the
LESSEE.
3. This Agreement shall be for an initial nerm of five
~) years and shall be effective on the Commencement Date at which
time rental payments will be due at an annual rental of Twenty-Two
Thousand ($22,000.00) Dollars to be paid in equal monthly
insnallments on the firs5 day of the month, in advance~ to Town of
Southold, or to such other person, firm or place as the LESSOR may,
from time no time~ designane in writing an least thirty (30) days
in advance or.any' rental payment date. The Commencement Date is
defined as the ~ first (lst) day of the month in which the
communications eqB~ipment, a~nenngs and appurtenances referred to in
paragraph "l"'~bove i~ installed.
If permitted by the local utility company servicing the
Property, LESSEE Shall furnish and install an electrical submeter
at the Property'for the measurement of electrical power used by
LESSEE's installation. LESSEE shall pay for its own power
consumption used,thirty (30) days after receipt of an invoice from
LESSOR indicating the usage amount.
4. This Agreement shall automatically be extended for
three (3) additional five (5) year terms unless the LESSEE
terminates it an the end of the then current term by giving the
LESSOR written notice of the intent to terminate at least six (6)
months prior to the end of the then current term.
5. Notwithstandinganything no the contrary contained
herein, provided LESSEE is not in default hereunder and shall have
paid all rents and sums due and payable 5o the LESSOR by LESSEE,
LESSEE skall have the right to terminate this.Agreement upon the
annual anniversary of this Agreement provided that three (3) months
prior notice is given the LESSOR.
6. A. The annual rental payable during the first
extension term shall be an amount equal ~o one hundred fifteen
(115%) percent of the annual rental payable for the initial term
and for subsequenc extension terms, the annual rental payable shall
be equal to one hundred fifteen (115%) percent of the annual rental
payable during the immediate preceding extensmon term.
7. If at the end of the third (3rd) five (5) year
extension term this Agreement has not been terminated by either
Party by giving to the other written notice of an intention 5o
terminate it am least slx (6) months prior no the end of such term,
~his AgreemenL shall continue in force upon the same covenanns,
terms and conditions for a further term of five (5) years and for
five (5) year terms thereafter until terminated by either Party by
giving to the other written notice of its intention to so terminate
2
at least six (6~ months prior to the end of such term. Rental for
this period shall be equal to the prior term's rent plus 1.15%.
8. LESSEE shall use the Property for the purpose of
constructi~gf maintaining and operating a communications facility
and uses incidental and a~t necessary appurtenances. A security
fence consisting of chain link construction or similar but
c~mpar~ble construction may be placed around the perimeter of the
P'roperty a~ the discretion, of LESSEE (not including the access
e~sement) . All-improvements listed in paragraph "A" shall be at
LESS~E~s expense a~d the installation of all improvements shall be
a the discretion and option of the LESSEE. All installation and
~ of ec/!~,ipme~lt .and the ~equipme. nt h~ilding shall be in
wi~h ~ Southotd Town Buildir~ Code.~ LESSEE will
t~e ~Prope~; ~n a .g?od condition.m~asonable wear and tear
,Th~ equipment buzlding shall be similar in appearance 5o
wireless communication equipment ~t~uilding. It is
agreed that LESSEE's abit±~y =o use the 'P~operty is
)on ~its obtaining after the execution date of this
all of the certificates~ permits and other approvals that
he required by any Federal, State or Local authorities as well
soil boring tests which will permit LESSEE use of
~ as see forth above. LESSOR shall take no ac=ion which
~ ~affect the status of the Pr~per.ty wi.th respect to
the proposed use thereof by LESSEE. LESSOR represenns that the
oR~y ce'rttficate, permit, or other approval necessary from the Town
cf SouK~old or any of its beards, agencies or departments is a
b~ldlmg permlt arid no other consents, approvals or permmts shall
b~ required. In the event that any of such applications should be
f~nall~y rejected or any certificate, permit, license or approval
i~sued, to ~ESSEE is canceled, expires, lapses, or is otherwise
w~thd~awn or terminated by governmental authority or soil boring
t~s~S are fo~d to, be unsatisfactory so that LESSEE in its sole
d]~s~r~t~ion ,will be .unable to use the Property for its. intended
p~os,e.s, LESSEE Shall have the right to telnninate this Agreement.
~t~Ce of the LEsS~E's exercise of its right tO terminate shall be
gi[~en to LESSOR m~ writing by certified mail, return receipt
r~pested, and shall be effective upon the mailing of such notice
b~ ~' he LESSEE. All rentals paid to said termination date shall be
r~ined by the LESSOR. Upon such termination, this Agreement
s~ll become n,ull and void and all the P~rties shall have no
ft~ther obligatmons, including the payment of~ money to each other.
9. LESSOR agrees the LESSEE shall have free access ~o
the Tower at all tmmes for the purpose of installing and
maintaining the said equipment. LESSOR shal~ furnish LESSEE with
necessary means of access for the purpose of ingress and egress to
this site and Tower location. It is agreed, however, that only
authorized engineers, employees or properly authorized contractors
of LESSEE or persons under their direct supervision will be
permitted to enter said premises.
10. LESSEE agrees ~o have installed radio equipmenn of
the type and frequency which will not cause measurable interference
02/25/98 16:04
to LESSOR, other lessees of the premises or neighboring landowners.
In the even5 LESSEE's equipment causes such interference, and after
LESSOR has notified LESSEE of such interference, LESSEE will take
all smeps necessary to correct and eliminate the interference.
LESSOR agrees that LESSOR and any other tenants~of the property ~?
currently have or in the future take possession of LESSOR s t~o~
and/or property wmll be permitted to install only such
~uipme~t t~at is of the t~e and frequency which w~tl not ~hse
measurable .interference to LESSEE. tn the event anysuch
o~ tena~t'.s equipment causes such interference, LESSOR ~l~l see
that interfering Party take all smeps necessary to correct and
e~iminate the interferencs in a timely manner.
11. If the LESSEE causes damage ~o the Tower, LESSEE
a~rees to repair s~ch damage with reasonable promptnes~ at its own
cost and expense.
12. LESSEE agrees to maintain its antennas, mransmisslon
lines and other appurtenances, mn proper operating condition and
maintain same in satisfactory condition as to appearance and
safety.
13. Ail installations and operation in connectmon with
ttkiS Agreement by LESSEE shall meet with all applicable Rules and
Regulations of the Federal Communications Cormmission, Federal
Aviation Agency and all applicable codes and regulations of the
townships, county and state concerned. Under this Agreement, the
LESSOR assumes no responsibility for the licensing, operation,
and/or maintenance of LESSEE's radio equipment.
14. Each Party shall indemnify and hold the other
harmless against any claim of liability or loss from personal
injury or property damage resulting from or arising out of the use
and occupancy of 'the Property or the parcel of which the Property
is a part by the Party, its servanms or agents, excepting, however,
such claims or damages as may be due to or caused by the aces of
the other Party, or its servants or agents.
15. LESSEE, am LESSEE's sole cos5 and expense, shall
procure and maintain o~ the Premises and on the LESSEE Facilitmes,
bodily injury and property damage insurance with a combined single
limit of an least One Million and 00/100 Dollars ($1,000,000) per
occurrence. Such insurance shall insure, on an occurrence basis,
against all liability of LESSEE, its employees and agents arising
out of or mn connection with LESSEE's use of the Premises. LESSEE
shall cause each mnsurance policy obtained by it to provide that
the insurance company waives all right of recovery by way of
subrogation against LESSOR in connection with any damage covered by
any policy. LESSOR shall be named as an additional insured on
LESSEE's policy. LESSEE shall provide the Southold Town Clerk with
a certificate of ins%krance evidencing the coverage required by this
paragraph within thirty (30) days of commencement of the lease.
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02 25/98
Neither LESSOR nor LESSEE shall be liable to the other for any
damage caused by fire or any of the risks insured against under the
insurance policy.
16. LESSEE, upon termination of the Agreement, shall,
Within ninety (90) days, remove its building(s), antenna
structure[s), fixtures and all personal property and restore the
Property to its original condition, reasonable wear and tear
excepted. If such time for removal causes LESSEE to remain on 5he
Property-after.termination of this Agreement, LESSEE shall pay renn
at the then existing monthly rate or on the existing monthly
pro-rata basms if~based upon a longer payment, term, until suctltime
~he~removal~the~buil~ing, an~ennastruct~re,.fixt~res and all
p~r~onalprOPerty are completed.~Upon a written request by LESSOR,
L SEEskai~ l'aa~e ~ts e~ipment~u~ding in plac~ ~pon termiIlation
of t~ke agreement ar~dlt .shall bec~ome the property of LESSOR.
17. If the LESSOR during the lease merm or any extension
of 5he lease term elects to sell all or any portion of the leased
Premises, whether separately or as par~ of the larger parcel of
which the leased Premises are a part, the LESSE~ shal~ have the
right of first refusal no meet any bona fide offer of sale on the
same terms and conditions of such offer. If LESSEE fails to meet
such bona fide offer.within thirty (30) days after notice thereof
fro~ LESSOR, LESSOR m~y sell the premises or portion thereof to
such third person in accordance with the terms and conditions of
his offer.
18. Should the LESSOR, at any time during the term of
this Agreement, decide 5o sell all or any parz of the properny (the
property to include only the parcel leased hereunder) to a
purchaser other than LESSEE, such sale shall be under and subject
to this Agreement and LESSEE's rights hereunder, and any sale by
the LESSOR of the portion of this Property underlying the
right-of-way herein granted shall be under and subject 5o the right
of the LESSEE mn and no such right-of-way.
19. LESSOR, covenants that LESSEE, on paying the rent and
performing the covenants shall peaceably and quietly have, hold and
enjoy the leased Propermy.
20. LESSOR covenants that LESSOR is seized of good and
sufficient title and interest 5o the Proper5y and has full
authority to enter into and execute this Agreemenm. LESSOR further
covenants 5hat there are no other liens, judgments or impediments
of title on the Property, or affecting LESSOR's title to the same.
and that there are no covenants, easements or restrictions which
prevent the use of the Property by the LESSEE as set forth above.
21. It ms agreed and understood that this Agreement
contamns all agreements, promises and understandings between the
LESSOR and LESSEE and that no verbal or oral agreemenss, promises
5
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or understandings shall be binding upon either the LESSOR or LESSEE
in any dispute, controversy or proceeding at law, and any addition,
variation or modification eo this Agreement shall be void and
ineffective unless made in writing signed by the Parties. In the
evenE any provision of the Agreement is found to be invalid or
unenforceable, such finds shall not e~ffect the validity and
enforceability of the remaining provisions of this Agreement.
22. This Agreement and .the performance thereof shall be
governed, interpreted, construed and regulated by the laws of the
State in which the Property is located.
2~. Tt~is' Agreement may be sold, assigned or transferred
by the LESSE~ wit~ho~t, any prior approval ~or ~consent of the LESSOR
to the LESSEE' ~ principal, affiliates, subsi'diarias of ins
principal, or .to any ~ntit. y~.whick_a~quires all or substantially all
of LESSEE ~ s asset's' 1~ the market~ defin~ed by the Federal
Communications C~mmission in which the Property ms located by
reason of a ~merg~, acquisition or other business reorganization.
As tO c~tler~pam~es~ this Agreement may not.be sold, assigned or
traIlsferred~t~hd~l.t- the written consent of the LESSOR,, which such
consent wilI not be unreasonably withheld or delayed.
24. All notices hereunder must be in writing and shall
be deemed validl~ given if senm'by certified mail, return receip5
requested or by commercial courier, provided the courier's regular
business is delivery serv~mce and provided further that it
guaransees delivery to the addressee by the end of the next
business day following the courier's ~eceipt from the sender,
addressed as follows (or any other address that the Party to be
notified may hav~-designated to the sender by like notice):
LESSOR:
TOWN OF SOUTHOLD
Town Hall
53095 Main Road
Southold, New York
11971
with a copy to:
Police Chief
Southold Town Police Department
P.O. Box 191
Peconic, New York 11958
LESSEE:
New York SMSA Limited Partnership
c/o Bell Atlantic Mobi%e, Inc.
180 Washington Valley Road
Bedminster, New Jersey 07921
Attention: Network Real Estate
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with a copy to:
Bell Atlantic Mobile, Inc.
60 Herricks Road
Mineola, Hew York llSG1
A~nentIon: Real Estate Manager
Notice shall be effective upon mailing or delivering the
same to a commercial courier, as permitted above.
25. In the even5 there is a default by the LESSEE with
respect to any of the provisions of this Agreement or its
obl iganions under it, including the payment of rent ? the LESSOR
shall gi~reLESSEE written notice of such~de~ault. After receipt of
~such writt~_n notice, the, LESSEE.~shallha~ze fifteen [i5.) days in
~hich ko~cure~any~morzeua~y~def~u~t and ~hirty~.~0)'c~alzsim which to
ute any nO~-mone~'ary default, pzo~ided ~he LESSEEshall have such
· extended period~.a~ may be ~equired beyon~ the thirty(30) days if
!the nature of the cure is such tha% it reasons~ly requires more
th~n~irty {~g)~daFsandth~ LESSEE comme~ees .t~e~curs within ,the
thirty (30) daype~iod an~ t~ereaft~r con!t~nuou~iy and diligently
p~s~es the cure t6~ completz~n. Th~ LEsSiORmay no~ mainCai~ any
ae~iQno~effec~.a~yremedies'~r, de£aul~ a~ai~st~the~ LESS~E~/~i~sS
and ~nt~l ~he DESZEE has faiI~d to cure the Same within the t~me
pe~riods provided~ in this Paragraph.
personal
hereto.
26. This Agreement shall extend to and bind the ~eirs,
representatives, successors and assigns of the Parties
27. LESSOR agrees to execute a Memorandum of this Lease
Agreement which LESSEE may record with the appropriate Recording
~fficer. The date set forth in the Memorandum of Lease ms for
recording purposes only and bears ~o reference to commencemenm of
either term or rent payments.
28. LESSEE grant~ LESSOR permission to occupy a portion
of LESSEEfs~equmpmenm building as show~ on.Exhibit "~" for use by
the Town ~f Southold Police Department. LESSEE shall provide
emergency backup generator service to the Police Deparmmenm for its
use of the equLpmen5 building. The Police Department generator
power usage shall be as described in Exhibit "D" attached hereto.
Under no circums5ances shall LESSEE be obligated to provide such
generator service which exceed LESSEE's generator power
requirements.
IN WITNESS WHEREOF, the Parties hereto have sen their
blb:G: DATA\CLIENT$\B~P~CONIC.PD TOWER.RE4
7
02/25/98
hands and affixed their
above written.
WIT{~ESS ~
WITNESS
respective seals the day and year first
LESSOR: TOWN OF SOUTHOLD
3~;an W. Cochran, Supervisor
LESSEE:
New York SMSA Limited Partnership
by Cellco Partnership, its managin
9eneral parnner
by'Bell Atlantic ~obile, Inc.
its managing g~neral partner
FeJfecut~Ve Vice President &
/~Chief ~echnical Officer
blb :G: %DATA\ CLIENTS \BA~\ PECONI C. PD \ TOWER. RE4
02 '25/98 16: 04
~ollowing
12
EXHIBIT D
LESSOR's Emergency Backup Generator Power Requirements.
One (1) K~lowat~
9
~TE OF NEW JERSEY) ss:
COUNTY OF SOMERSET )
~On this ~b~'~ day of , 1998~re me
personally~_~e ~Ri&~&rd J. Lynch, no me known,~ ,, being b~y me
~uly sWorn/ ctid~pose and say that he resid~n the State o~ New
Jersey- that he ~Executive Vice Pre~ent & Chief Teehnica~
OffiCer of BelI Ab!an~q~ Mobile, Inc~he nlanaging general partner
of Ce ument
as th n~ral
p rm , c ' xe6 £ea the
foregoing imstrum~nt~.
Notary Publ~s~
My commission' exp~es:
STATE OF NEW YORK ) ss:
COUNTY OF SUFFOLK )
personally came 3ean W. Cochran
· 1998, before me
to me knom/%, who,
by me duly sworn, did depose and say that deponent resides at
Boisseau Avenue, Sou~ho~d, , New York, that deponent is the
Superviso~ of The Town of Southold, the municipal corporation
described in and which executed the foregoing instrument, that
deponenm knows the seal of the corporation, that the seal affixed
to the kease is the corporate seal o~ the munmcmpal
corporation, that it was affixed by order of the Town Board of the
municipal corporation; and that deponent signed deponent's name by
like order.
otFry PuSl±c
10
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State of New Jersey )
Cotmty of Somerset )
INDIVIDUAL ACKNOWLEDGMENT
On this 29th day of April, 1998, before me appeared Anthony J. Melone, to me
personally known, who, being by me duly sworn, did say that he is authorized by the Executive
Vice President & Chief Technical Officer of Bell Atlantic Mobile, Inc. a corporation, managing
general partner of Cellco Partnership, managing general parmer of New York SMSA Limited
Partnership, to execute the forgo'rug instmmem and that said instrument was signed o~ behalf of
said corporation, partnership and limited partnership and said Anthony J. Melone aclmow}edged
said'instrument to be, his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand. and affixed my official
seal at my office in said county and state of the day and year last above written~
My commission expires:
PATRICK A. FORD
NOTARY PUBLIC OF NEW,JERSEY
MY COMMhSSiON EXPIRES NOV. 1 g, 2002