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Home My WebLink AboutNextel CommunicationsGREGORY F. YAKABOSKI TOVqN ATTOPaNEY MARY C. WILSON ASSISTANT TOWN ATTORNEY J~W. CO CI-t~ Supervisor Town ~a~l, 58095 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-t889 Fax (631) 765~1825 E-maih townattorney@southold.org OFFICE OF TI-IE TOWN ATTORNEY TOVCN OF SOUTHOLD To: Elizabeth A. Neville Town Clerk From: Date: Re: Gregory. F. Yakaboski, Esq. Town Attorney July 11, 2000 Town of Southold, as Lessor with SMART SMR of New York, Inc. d/b/a Nextel Communications, as Lessee Attached you will find letter from NEXTEL dated June 28, 2000, in regard to the above matter. As this lease is scheduled for automatic renewal, I would appreciate it if you could provide me with a copy of this agreement that is due to expire on September 30, 2000. For your information, a conversation with Mr. Giulini has established that Site NY-1162 is located at 165 Peconic Lane. Thank you for your attention to this matter. Greg /md attachment Nextel Communications I North Broadway White Plains, NY 10601-2310 914 421-2600 June 28,2000 Town of Southhold Attn: Town Supervisor P~O, Box 1179 Southhold; New York 11971 Dear Town Supervisor: Pursuant to Article 4, of the Lease between Town of Southhold, as Lessor, and SMART SMR OF NEW YORK, INC., a New Jersey corporation, d/b/a Nextel Communications, as Lessee; Nextel hereby provides notice of our automatic renewal of the agreement for the second term from October 1, 2000, through September 30, 2005. We appreciate the Professiona retat onsh p we have established and look forward to our continued tenancy threughout the renewal period. Should you have any questions, please cOntaCt me at 9~4/421-272i. Thank you for your cooperation and assistance. Sincerely, Nextel Communicatio~"~ /Thomas Gi~li~_/ Property Manager cc: McLean Lega~, Site File AMENDMENT NO. 1 This Amendmenn attached to and made a part of the Standard Building Lease Agreement ("Agreement") dated September 28, 1995, by and between SMART SMR OF NEW YORK, INC., d/b/a Nextel Communications, a Delaware Corporation (herein called "Lessee") and Township of Southold ~herein called "Lessor"). In ease of any inconsistencies between the terms and conditions contained mn the Agreement and the terms' and conditions contained herein, the terms and conditions herein she'll control all nerms used herein and shall have the same meaning as in the A~reement. Excepn as sen forth below, all provisions of the Agreemenn remain unchanged and in full force and effecn. NOW, THEREFORE~ in consideration of the mutual covenants connained herezn and for~ other good and valuable consideration, the receipt ~nd sufficiency of which is hereby acknowledged, the parties agree as follows: 1. That Paragraph 4 of the Agreement is hereby amended to provide as follows: The term of this Agreemenn shall be five (5) years commencing on the date Lessee begins commercial operation of the Lessee Facilities /as defined in Paragrap~n 6(a) below) or December t , 1 97 " . ~ ( Commencement Date") and terminating on the fifth ~ hichever ~nniversary of the CommenCement Date (the "Term") unless fi rst otherwise terminated as provided in Paragraph 10 of the Lease Agreement.. 2. That Paragraph 5(a) of the Agreement is hereby amended to provide as follows; Commencing on February 1, 1996 and on the first day of each month thereafter until and including November 1, 1997, Lessee shall pay .to Lessor as rent FOUR HUNDRED and 00/100 DOLLARS ($~00.00) per month ("Rent"). Commencing on December 1, 1997 and on each day thereafter, Lessee shall pay as rent to the Lessor ONE THOUSAi~D SIX HUNDRED and O0/100 DOLLARS ($1~600.00). nlnyprojct\l casing~tl ang~alamend.ls¢ I 01704/96 IN WITNESS W~EREOF, the to be executed on the ~3~+~ LESSOR Town of $outhold parties have caused this AmendmenE day~ of ~-~3&;~c&~ 199 ~ , LESSEE Smart SMR of New York Inc. a Delaware Corporation Name: Title: Title: Date: Dane: nxnyproj ctqeasingXalflang~alamend.lse 2 01/04/96 J~DITH T. TERRY TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICEI~ FP, EEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (516) 765-1823 Telephone (516) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS' IS TO CERTIFY THAT THE FOLLOWING RESOLUTION WAS ADOPTED BY THE SOUTHOLD TOWN BOARD AT A REGULAR MEETING HELD ON SEPTEMBER 5. 1995: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Thomas Wickham to execute a lease agreement between the Town of Southold and Smart SMR of New York, Inc., d/b/a Nextel Communications, for the lease of space on the Town's communications tower in Peconic, said lease all in accordance with the ~pproval of the Town Attorney. Southold Town Clerk September 6, 1995 MEMO TO: FROM: DATE: REF: Supervisor Wickham John Raynor 20 August 95 Proposed rental of tower space I have met with the representatives of NEXTEL communications c0mpauy regarding their [ea~-Lug of space on the commurfications tower in Peeonic known as the ~Ceti~ite Tower". We conducted a tour of the site and Nextall found it to be acceptable. A discussion of the relative issues involved took place and all of my concerns were addressed to my satisfaction. NexteI is proposing a monthly lease ~ate of $1,600. Combined with the $30,000 that Cellular-one is paying per year, adding Nextell would increase cur annual lease income from the tower to $49,200. In my opinion their offer of $t,600 is a fair one and reflects current market rates in this field. A sample lease is enclosed for the town attorney. If Laury has any changes she feels are needed, Nextal will do so. Part of. Nextel's proposal is to place a small prefabricated shelter inside the existing compound for their radio equipment. Having their equipment in a separate shelter takes care of my concerns relative to the security Of the police radio .equipment. Nextel Was curious if they would need To gez zoning approval, site plan, etc.? Evidently time is of great concern To Nextel and they would like zo move on this as soon as possible. Would it be possible to address this at the next board meeting? Keeping ~n mJBd that we may be approached by other communication companies also wishing to lease space (which may be a moot point since we are nearing capacity at the site), I recommend that we accept Nextel's proposal. I musz adnet a certain amount of satisfaction in how the ceHsite tower project has developed; the Town has received a fully developed site (value $200,000 plus) az no cost, has received a generator and installation of telephone poles at no cos~ (from LILCO0), and wi',l be receiving an annual income of $49,200 if NexteI's proposal is accepted. LAUK'Y L. DOWD Town Attorney Ti~iOMAS H. WICI~-IAM Supervisor Town Hzdl. 53095 Main Road P.O. Box 1179 Southold, New York 11971 F~x 1516) 765-1823 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD TO: JOHN RAYNOR FROM: /AURY DOWD RE: DATE: MEMORANDUM RADIO TOWER LEASE-NEXTEL AUGUST 29, 1995 [ have reviewed the lease submitted by NEXTEL and suggest you look at the following problem areas. 1. Paragraphs · g 5 provide that this agreement can run for a term up to 25 years, with no rent increase over the term. Is that acceptable to you? I suggest we build in a COLA increase, or make renewat subject to renegotiation of the lease price, 2. Are the lease terms acceptable to you? For example, NYTEL has access to the facilities at any time, without notice. Paragraph 6c. The Town cannot install new equipment if it interferes with NYTEL's operations. Paragraph 7b. 3. The Town is locked into this agreement without provisions to terminate it, except for cause (the lessee breaches the agreement in some way). Might there be a 'reason for ending it earlier (we need the space for something else, or NYTEL starts to get on our nerves)? Should we provide that the town can terminate the lease upon 90 days notice, or if the Town decides to renovate the site, or for some other reason? ~. This lease provides that they are leasing 200 feet in the "building." Is this the police building or is it the tower? The agreement refers to an Exhibit A, which is supposed to be a description of the land owned by the police dept, but it is blank. What is supposed to be there? Exhibit B is supposed to describe the premises, but is also blank. Is this supposed to be a description of the tower? You'll have to get these descriptions in order to finalize the lease. 5. Note that the rent will not be secured by any of the equipment. Paragraph 5 has the rent being sent attention Tom Wickham. That's probably not a good idea for a 25 year agreement. Have it send to Accounting or Supervisor. JUDITH T. TERRY TOWN CLERK REGISTRAR OF VITAL STATISTICS NL~RRIAGE OFFICER !RECORDS I~IAI~AG]~M E NT OFF~ CE R ~REEDOM OF INFORAru%TION OFFICER Town tt~l, 53095 M~dn Road P.O. Box 1179 SouCho]d, New York 11971 Fax (516~ 765-1623 Telephone (~t6) 765-1800 OFFICE OF THE TOWN CLERK TOWI~ OF SOUTHOLD January 26, 1996 Michael R. Bonhomme Real Estate Associate Nextel Communications One North Broadway, 2nd Floor White Plains, New York 10601 Re: Lease Amendment Dear Mr. Bonhomme: Enclosed are the three (3) copies of the executed between Nextel Communications and the Town of Southold. Enclosures lease agreement Very truly yours, Judith T. Terry $outhold Town Clerk N~xtel CommUnicatiOns One N. Broadway, Rd Floor, White Plains, NY 10601 914 421-2600 FAX 9'14 421-2700 January 04, 1995 Southold Town Hall P.O.Box 1179 Southold, NY 11971 Arm:.Ms. Laury Dowd Town Attorney Re: Lease amenckment Dear Laury, In response to your letter dated January 02, 1995, in the enclosed please find three (3) copies of a lease amendment Nextel Comm~mication proposes with the town of Southold. In accordance with my prior correspondence, this amendment will in effect extend the commencement date and offer a reduced rent of Four Hundred and 00/100 Dollars ($400) dur'mg this interim period. After the interim period has expired, the original terms of the lease will take effect. Please review these documents and if the terms are acceptable, have the necessary parties execute the amendment. Once the leases are executed, kindly send back all (3) copies back to Nextel in the enclosed Airborne Express envelope for execution. We will then sign the amendment on our end sending back a copy for your records. Aga'm, we are pleased the Town of Southold is working with us on this matter. If you have any questions, please feel free to contact me directly at (914) 421-2649, or E-mail: mbonhomme~nextel.com. Thank you for your time in this matter. Sincerely, ~c~l R. B onhomme Real Estate Associate JUDITki T. TEF, I~Y TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECOI~DS MANAGEMENT OFFICER FREEDOM OF INFORMATION'OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Seuthold, New York 11971 Fax (516) 765-1823 Telephone (5167 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION WAS ADOPTED BY THE SOUTHOLD ,TOWN BOARD AT A REGULAR MEETING HELD ON JANUARY 23. 1996,: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Jean W~ Cochran to execute Amendment No. 1 to the lease agreement between the Town of Southold and SMART SMR of New York, inc., d/b/a Nextel Communications, for the lease of space on the Town's communications tower in Peconic, to extend the commencement dater all in accordance with the approval of the Town Attorney. $out~eld Town Clerk January 2q. ~996 Nextei Communications One N. Broadway, 2nd Floor, White P~ains~ NY 10601 914421-2600 FAX 914 421-2700 November 15,1995 Via Airborne Express Town of Southhotd Town of SmrthholdTown Hall 53095 Main Road Southhold, New York 11971 RECEIVED NOV 1 6 199S Sou~nold Town Cted~ Att. Judith T Terry SouthhOld Town Clerk Dear Ms. Terry Enclosed please find a fully executed Standard Building Lease Agreement for your files. With/n the next few days you will be receiving your monthly rent checks which will bring our account withn the town current. I apologize for any inconvenience the delay in processing the prompt payment has caused the town. Should you have any further questions or comments regarding the Lease please fell free to contact me at my office at 914-421-2730. Sincei~.~ ~ator encl. JUDITH T. TERRY TOWN CLERK R~GISTRAR OF VIT.a_L STATISTICS MARRIAGE~OFFICE~ : .RECORD~ MA~TAGI~k~NT,oFFiCER FREEDOM OFINFORMATION OFFICEe Town Hall, 53095 Ma~u ROad P.O. Box 1179 Southotd, New York 11971~ Telephone (516) 7654800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD September 29, 1995 Michael R. Bonhomnie Real Estate Associate Nextel Communications One N. Broadway, 2nd Floor White Plains, New York 10601 Dear Mr. Bonhomme: Enclosed a.~r~ '~hree (3) executed copies of the lease agreement between the TOWn o,f-?Sobthold and Nextel Communications for lease of space on the Town s commumcahons tower m Pecomc, New York. Once you ~have a fully executed copy, please return same to me for the Town's r;ec0r~I Thank you. Very truly yours, Judith T. Terry Southotd Town Clerk Enclosures Nextel Communications One N. Broadway. 2nd F]oo~, White Plains, NY 10601 914 421-2600 FAX 914 421-2700 September 21, 1995 Ms. Laury Dowd Town Attorney 530~5 Main Road Sonthold, NY 11971 Re: Lease agreement Dear Laury, Enclosed you will find (3) three copies of our standard building lease agreement with terms Nextel Communications and the Town of Southold have agreed to. Please initial or sign where indicated on the lease along with insertion of your Tax ID number for rent and security deposit purposes. Once the leases are executed, please send back all (3) copies back to Nextel in the enclosed Federal Express Envelope for execution. We will then sign the lease on our end sending back a copy for your records and a security deposit check in the mount of Three Thousand-Two Hundred and 00/100 Dollars ($3,200.00) will be forthcom'mg. Again, we are pleased to enter into a lease agreement with the Town of Southold. Sincerely, ~q Real Estate Associate ~lexte! Comm".nications One N. Broaaway, 2nd Floor, White Plains NY 10601 914 42t-2600 FAX 914 421-2700 December 12, 1995 Seuthold Town Hall P.O.Box ! 179 So~thold, ~qY 1 ~971 Atto: Ms. Lanry Dc~wd Town Attorney Re: Town of Southold / Smart SMR d/b/a Nextel Communications lease amendment Dew Ms. Dowd, Nextel Communications recently entered into an agreement with the town of Southold for the right to erect a ceil site on the communications tower located behind the Southold Police Department. Our business plan at the time was to acquire Southold as a site to improve the "outerrfringe" of our network. Unfortunately that plan has changed and we are now having to redirect our efforts to more critical sites within our net~verk. While Southold is still an integral part of our future network, what we would ask of the town now is to consider a proposal amending our lease agreement which would in effect push out the commencement date for possibly a year. This time would enable Nextel to redirect its resources to the completion of sites which fall in our "launch" footprint for 1996 along with planning for sites such as Southold which would inevitably follow. We would not request that Southold go uncompensated during this interim time period. Nextel would offer a compensation incentive to the town for working with us by offering an interim rem of Four Hundred Dollars 00/100 ~$400) per month. Once we begin construction in Southold, we will return to our already agreed rental amount of }~ifteen Hundred Dollars 00/I 00 ($1500) per month. I 'feel this is a fair arrangement and hope you will work with us in this matter. If you have any questions, please free to comact me directly at (914) 42t-2649. Sincerely, Michael R. Bonhomme Real Estate Associate LAURY L. DOWD Town Attorney OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD Jean-W. Coch.ran Supervisor Town Hall 53095 Main Road P.O. Box 1179 Southold, New York 11971 Telephone (515) 765-1889 Fax (516) 765-1823 Januar7 3. 1996 Michael R. Bonhomme NEXTEL Communications One N. Broadway, 2d floor White Plains, NY 10601 Re: Town of Southold/NEXTEL Lease Amendment Dear Mr. Bonhomme: I have consulted with Town staff and they feel that the arrangement you propose in your letter dated December 12. 1995 is fair. It is my under- standing that this will push the commencement date b~ck no more than a year'. Please prepare an amendment to the lease agreement we have previously executed and 1 will submit it to the Town Board for approval. Feel free to calf me if you have any questions. CC: Judith T. Terry, John Raynor Town Clerk~// tery truly you~.~ Nextel Communications One N. Broadway, 2nd Floor, White Plains NY 10601 914 421-2600 FAX 914 421-2700 February 23, 1996 Southold Town Hall P,O,Box 1179 $out~old, N.Y. 11971 Attn: Ms. Laury Dowd Re: Executed lease amendment Dear Laury, Enclosed you will find (1) executed copy of the lease amendment with terms Nextel Communications and the Township of Southold have agreed to. We are pleased you have worked with us in this matter and look forward to installing our cell site on the Southold Police Departments communications tower. I£ you have any questions, please free to contact me directly at (914) 421-2649 Sincerely, ~ael R Bonhomme Real Estate Associate STANDARD BUIL~)iNG LE3~SE AGREEMENT This'Standard Buil~ling Lease Agreement ("Agreemant"t is entered into this 28th day of September, 199~ between SMART SMR OF NEW YORK, INC.: a Delaware Corporation, d/b/a Nextel Communicatiort6, ("Lessee"), and Town of Sonthhold ("Lessor"). For good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree ns follows: 1. Premises. Lessor is the owner of a parcel of land (the "Land"i and building (the "Building") located in the Town of Peconic, County of Suffolk, State of New Ygrk, commonly known as Southhold Police Department (the Building-and the Land are collec~vely, the "Property"). The Land is mom pad/aalarl~ described in Exhibit A annexed hereto. Less6r hereby leases to Lessee and Lessee leases from Les~or approximately two hundred (200) square fe~ ofp~oper~ adjacent re aa existing, la,dee tower Ccollectively, the '"Premises") as described in Exhibit B mmexed hereto. 2. Use, The Premises may be used by Lessee for any activity in connection with the provision of telecommunications services Lessor agrees re cooperate with Less,ce, at Lessee's expose, ia making epplication for and obtaining all licenses, permits and any and all other neeessary approvals that may be requi~ed for Lessee~intended use of thePremises. 3. Tests~an.d Co~structiom Lessee~ shall~have ~e r~gt~ at any time following the thll execution of this Agreement to enter upon the Property for the pt~o>.' 0f n"?dna wce,<r'} e':!.;i~,!,?h~, q,weys inspections, soil test borings other reasonably necessary tests and' constructing the Lessee 4, Term ]~he ~?rm of~thJs~Agre~ment shall be five (5) years commencing on the date Lessee begins commercial operation of the Lessee Facilities (~ define~d in. ~'~agr~ph 6(al below) or October 1, 1995, whichever f~st occurs ("Commencement Date") and terminating on ~e fifth anniversary of the>Cpmr~eneemcftt Date (th~ "Term!') unless otherwise terminated as provided in Paragraph 10. Lessee shall have the right to ~xtend the Term fei: four (4) successive five (~) year.periods (the Renewal Terms") on the same terms and conditions as set forth llerein. This ~greement ,sh_all autanlatt¢~ily ~e e~tegded ?or each saneesslve Renewal Term unless Lessee not,ties Lessor of xts mtontmn not to renew prior to commencement of the succeeding ]~eitewal ~err~ 5; Rent. W~thin 15 days of'the Commencement Date and on the first day of each month thereafter Lessee shall pay to Lessor as rent ONE THOUSA'~D SIX I;tUNDR~D 0nd 00~00 DOLLARS ($1 600.00) per month ("Rent"). Rent fOr any fractional month at tho beginning or atthe end cf the Term orRer~wal ~erm shall be prorated. Rent shalI be payable to Lessor at 53905 Main Road P.O. Box 1179 Southhold, New York 11971: Attention: Tov~' Sd~crvisor Co) For a~y Renewal Term, Lessee shall pay the then current Rent, increased by any percentage increase which occurred in the ~Ou;~ .uI~ePastiec?hi~ld~'rot(~xCcPeI~'~ ~lo. rh?ve~Nc~t ~Y~o~o~-N~o th~ee~ene~forN;; I:;~YousM~e~lO~irTenS?/tlSdiT;~n:n.Area during the preceding five (5)ye0r period. · ' fig p p ' (el Within fifteen (15) days of the Commencement Date, Lessee shall deposit with Lessor the sum of THREE THOUSAND -TWO HUNDRED andi0Cql00 Dollars ~$3,200.00) (the "Security Deposit"). Said Security Deposit shall be held by Lessor as security for the faithful performance by I~essee of the terms, covenants and conditions of this Agreement. If Lessee defaults under this Agreement, which defank is not cured by Lessee ortho Financing Entity, as provided in Paragraph I0, Lessor may use, apply or retain all or a part of this Security DePosit m compensate Lessor-for ar~y loss, damage or expense incurred or suffered by Lessor by re~son of Lessee's uncured default. Prior to Lessor invading the Security D~p~si~, k shall ~first give Lessee written notice of its intention re do so and with that notice shall provide to Lessee written documentation.c~ tl~,e loss, damage or expense for which Lessor seeks compensation from the Security Deposit. Such notice and documentation shall be ~rovide~'b~ Les~or te Lessoe within thkty (30) days a~er the date of the o~currenee which gives rise to Lessor's claimed loss damage or expense. Pallm~e[tt9 provide such notice and documentation within such time shall result in a waiver by Lessor of the right to invade the Security Deposit. If the S~6atity Depnsjt is invaded'l'by Lessor in'accordance with this paragraph Lessee shall restore the Security Deposit within ~ 00) days after the no~acl and demand from Lessor. Lessor shall remm the Security Deposit to Lessee or Lessee's assignee within thirty (30) days after the date of expiralion or termination of this Agreemen~ 6. Facilities: Utilities: Access (al Lessee has the tight to erect, mainlain and operate on the Premises radio communications facilities, including an antenna~tower or pole and foundation, un air conditioned equipment room in the Building, utility lines, transmission lines, electronic eqmpmenr, radio transmitting and receiving antennas and supporting structures thereto ("Lessee Facilities"). In connection therewith, Lessee bas the rigin to do all work necessary re prepare, maimath and alter the Premises for Lessee's business operations and to install transmission lines connecting the antennas m the transmit~ars and receivers. All of Lessee's construction and installation work shall be performed at Lessee's sole cos~ and expense and in a good and workmanlike mmmer. Title to the Lessee Facilities shall be held by Lessee. Ali of Lessee Facilities shall remain Lessee's personal proper~ and are not fixtures. Lessee has the tight to remove all Lessee Facilities at its sole expense on or before the expiration or earlier termination of thC Agreement;~provided, Lessee repairs any damage to the Pramises caused by such removal. (bi Lessee shall pay for the alectticity it consumes th its operations at the rate charged by the servicing utility company. Lessee shall have the right to draw electricity and other utilities ~om the existing utilities on the Property or obtain separate utility service from any utility company that will provide'service to the Property (including a standby power generator for Lessee's exclusive use'~. Any easement necessary for such power or other utilities will be at a location acceptable to Lessor and the servicing utility company. (c) Lessee. Lessee's employees, agents and subcontractors shall have access to the Premises with one ( 1 ) hour notice to Lessor tWenty-four (24 ~ hours a day, seven (7) days a week, at no charge. 7. Interference. (al Lessee shall operate the Lessee Facilities in a manner that will not cause intcn'farence to Lessor and other lessees or licensees of the PrOPer~y; provided that their installations predate that of the Lessee Facilkles. All operations by Lessee shall be in compliance with all Federal Communications Commission ("FCC") requirements. (bi Subsequent to the installation of the Lessee Facilities, Lessor shall not permit itself, Rs lessees or licensees to install new equipment on the Property if such equipment is likely to cause interference with Lessee's operations. Such interference shall be deemed a material breach by Lessor. In the event int~erence occurs~ Lessor agrees to take all reasonable steps necessary to eliminate such interference, in a reasonable time period. 8. Taxe~. Ifpemonal property taxes are assessed, Lessee shall pay any portion of such taxes directly attributable to the Lessee Facilities. Lessor shall pay all real property taxes. n\nyprojct\sites\n-162 Grcenport~lsebldg.doe i 09(21/95 9. Waive¢ of Lessor~s'Lien. (a) Lessor waives any llce rights it may have conccrmng the Lessee Facilities which arc deemed Lessee's personal property and not fmluras, and Lessee has the right to remove thc same at any time without Lassor~s consent. (b) Lassur acknowledgas, that~ Lessee has financed the ~essee Facilities (the "Collateral") wffit Motorol~, Inc. ("Motorola") ~d NTFC ~' '~'f c~ .... ~tlnn ~N~£C"~ ~n connection therewith, Lessor (i) consents to the installation,,of the C01intsxal; (ii) disclaims any interest i~ the ¢.a~.*mtoe~l~Y~s'~ ~[~'se and Cdi/a~xees'that Ge Collateral slml~ be exempt'from execution, foreclosure, sale, le~)y, attachment, or distress ~a~l~' ]~;nt~due- o~'~t~ 15e~o?'~'~:ne d'"' ~e' and t~a( ~u~-h C.~:ateral may be removed at a~ly tirne without rccour}e to legal proceedings. 10. Ter milaafion. (a) ~l~,s Agreemcet~may be terminated without further liability on thirty (30) days prior written ngtiee as follows: (i) by eithe.r party upon a ~t~.~,l~f ~n~n~ ~r term here~£ by tile other party~ which default iS not cured within six~ (60) days of r~caipt o£ wr/tten not~ee of default, ~ ~'~' ~r-,~¢--,~ ~.i ,4~.2; ;, · ~--'~v an. n-'Unctad; dnf[utt'i~ ten O01 d~ flora receipt Of notice,, dc (ii) ~y IZeXSe~ for any reason or for no reason, ' i-"~C" c,,c, .,!clixcr- ,,flitCh 'h)i C,! ol'c. rl) termiuntlon~;o Lessor no,Inter thee th~rgr O0)'days pr~or to fl~,C°rranc~c~ em?re Daite or 1n¢ oy ,s.. ' .~ ,~ ,. ..... ~ ,,m~:r~ lice~.se,pmmit~r~therappr~a~neeessary£~rth~c~stmctinnand~erati~n`~fL~ssee1~ac~i~e~r~v) ~ r.~q~e6;~SS'e~ z*s tinab}e ~, oO:tm~ ari~ utilize the premises due to an action of the FCC, mcinding WithoUt limitati.an, a take back of Channels or !~a~ig~, h' f:'.:3;,~;~'cic-i o"' (~; b~ I c.,..',' i'l ¢ .~,.'e ,~et.':',mnes tlmt the Prceuses are not appropriate for gs opcrattons for economm or leeimoIogh:al (b) Le~sor c6~ to th~ ass~gnmcet by Lessee of this Agreemcet.to Momrola and/or I~TFC as security for the paymcet of all,indebtedness ,:v :l :,c, tim m, ~,2~' o 'ol,~'2!',qi~l~ o'r ,fer t!ic l.-x~n:smD- notes end Financing .an~ ~ecurity Agreem~ ?idem:inS thq fiucecmg referred to,m Paragraph, I · '; ~, . ~ : ~ . c e" ." · c '- assUmpfibn by Moforoin and/bk' NTFC of any/obligations under this Agreement n ...... \ n,~ · '-\' '('~ ~c,~ .. 'c :...e'snghtsandobllgatmnsherem~thee~ent~Lcss~eeOefaultsundersuchpr°mlss°ry · cS : 'a'~c IT \~,~n.~ent or any e~e-.~r~ ,w ,, Mo,mroluand/orNTFCrelntedthereto. ln'~teh ev, cet. Motoroinanffor NTFC ~ay, but,shall sc, ~qi%:.~o . kc . r~..m~cname.~f~sseeor~therw~se~sucbactt~nsasM~t~rdi~nd/arNTFCm~ay~any~me~m~met~ .i'~: ~!ccn' n['ct".~:r, to. ~!'ili'zc tl'.~ Ih'cra:..:-. I..'.~cc li~reby hrevocably anthonzesLessor to accep,t suqh~efformahce,by M0torola and/or NTFC. i I. D~.mu'iiI0~ or Ccefll, muati~0~. Fflw Pr.'.m:scs or~ Lessee Facilities are damaged, destroyed or.,cqndnmne~ ,Lessee mai elect ~o terminatethis ~ ..ecmcv' a~ o:' Il' '.&~ c o"O~c h ~:' ~-c. cc.u'.~c~im~ ~mcendanmation.by giving not[ce to Lesshr~un there thmr~frrr~-five (45) days folio*dug the date ,q:-.c,' Ir~ [c ,Ic.nuci,v~ o,.co.',lcn'~,:tior, iI'l.c.scechoosesnottot~natethi~Agi'eement Rentshallbereduced:orabatedmproportmnto 12 Insurance Le:ssee, at Lessee's sole cost and expcese shall procure ced maintain on the premises and on the Lessee Fadlities, bodily injury ..a ..,.om~ aama~e ~sumnee-wrtk a comhined smile In'mt of at least One Million and 00/I~)0 Dollars ($1.000,000.001 per occurrence. Suc :wrmnce ~l~a!l Yq~te~ o'~ hn oeeorreq~e I%~i~. againsf~dl liability of Lessee. its employees and agents arising ~Ut of c~i' in conn,~cfi0n with Lessee's r.c {,i '~c Ih."n'..'.. a ! ,.~ iw,,s i,lcd lb,' I'~':'cln. Lessor shall be named as an additional insured oh L~ssee's~policy. Lessee shall provide'co Lessor a · 'c, fifi.'..' ol"r.u";:vcc cs~&"~cin.J Ii'; cmer:v._,c requ~edby this pm'agraphwitlfin thirty 1301 days ofthe.Cornmincement Date. 13. W:tiser o1' ~;Uhra,,lation. l.e~su- and l~cs~ee release each uther and their respective pr~cipals, employ~s, represcetatives and agems, from '7 a t, ~s ',,.;rl' "e "' .~. ortotheLesseeFacllifiestheranneausedby~orthatregultf~om risks insured against under '..~> n...', ncc i',q,,',c~ can'i.',l I,s fl:e I':m'c~ '~:m~ r Ibrce at the time of any such damage. .Lessot~,a~d Lessee shall cause each insurance policy , q'.:d ~cc I..~ fi,cra o'l,'m i,lc 6':~, fl~c ~ ~-t ",.'¢c co~:u~,my waives all fight of recovery by w~y of subrogation against the other in connection with any ,...n..,..,co~c'c,'l¥ ,.n) polio), x.c~fl,~.~ Ic.surno: ¢ssee shallhe liable to the other foran7 ~amagn caused by fireoranYof the risks insured against under any ~in,Slwan eupolicy requirg{ bY Par~tgmph 12. 14 Assignment and Subletting Lessee may nor assign or otherwise transfer ail or any part of ils interest in this Agreement or in the Premises without tlie prior wrl~wn ~annsent of Lessor; pmvifle~l, however, that Lessee may assign tts interest to 1ts parent company, any subs~dtary or affiliate or to any .r¢cc .au,--r-h'~".'.'. or c, fill2. :.cqr i'h',~ ~iay-on~ l'~cant (51%) or more of its stock or assets, subjec~ to Motorola's an~or NTFC's interest. if any, in q~'s .\..rcc'.cr ',..c~ Ib, thm Pm,.,.'r, iq', 9 m.;I II, ~tbove. Lessor may assign this Agreemem upon written notice to Lessee, subject to the assignee ~.~ v ,:2: II o.'l ~'-.o:'~ ob' m.im~ I,.'rc,.. mcha ~ ~: but not limited to. those set forthin Paragraphs 9 and 10 above. 15. .~5 arraoo_of Tille.a.i.I QuieLEnjo) meal, Lessor warrants that: (i) Lessor owns the Property in fee simple and has rights of access thereto; (ii) I c>.,,, ?.:~ .i II, i!,lu ~o r,..kc sc.I I'." i,,~1 ~h.~ Agreement; ced (iii) Lessor covceants ced agrees with Lessee that upon Lessee paying the Rent and ,,b.c~ s :r.- '~ ~,1 I'-'~ lot n'r~, :d! Il'.' wr'n~, cos .,naars and conditions on Lessee's part to be observed and performed, Lessee may peacefully and quietly enjoy the Premises. 16. Repairs; Lessee s_hall,not be required to make any repairs to the Premises or Property unless such repaks shall be necessitated by reason of the 6ofault or'neglect of Lessee. Upon expiration or termination hereof, Lessee shall restore the Premises to the condition in wlfich it existed upon execution l~rmf, reasurmble wear and tear and loss by casualty or other causes beyond Lessee's conh'ol excepted. 17. Miscellaneous. (a) This Agreemcet. constitutes the cetire agreemcet ced understanding between the parties, and supersedes all offers, negotiations and other agreemce~s concerning the subject manet contained herein. Any amcedmcets to this Agreement must be in writing and executed by both parties. (b) If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of this Agreement or the application of such provision to persons other than those os to whom it is held invalid or naanforeeshle, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (c) This Agreement shall be binding on ced inure to the benefit of the successors and permitted assignees of the respective parties. (d) Any notice or demand required to be givce herein shall be made by certified or registered mail, remrn receipt requested, or reliable overnight courier to the address of the respective parties set forth below: Lessor: Town of Southhold Lessee: 53095 Main Road Southhold. New York 11971 Alta: Town Supervisor Smart SIVlR of New York. Inc. One North Broadway Second Floor White Plains. NY 10601 Atm.: Property Manager nXnyprojcfisiteshu-162 Greenpotfilsebldg.doe 2 09~1~5 With a copy tO5 Nextel Communications. Inc, 201 Route 17 North Rutherford, NJ 07070 Am.: Contracts Manager Lessor or Eessee may from ttme to rune destgnate any other address for this purpose by written notmeto the other party. (e) This Agreement shall be governed by the laws of the State of New York. (f) Lessor acknowledges that a Memorandum of Agreement in the form annexed hereto as Exhibit C will he recorded by Lessee in the Dfficia~ Recpr~ds~of the ~o~. ty ~vhare the ~rqp~ is incated~ In the event ~he 1~oparty is ancumbe~:ed by a mortgage or deed of tmst Lessor agrees tc~ assast Lessee in obi~'ning ~hon-distarbanc~ and attomme~!insttUment for each such mortgage or deed oflrust. (g) In any case where the approval,or consent of one pray hereto is required, requested or otherwise to be given under this Agreement, such party shall not unrea~oanbly delay or withhold its approval or consent (h) Ali Riders and Exhibits annexed hereto form material parts of this Agreement. (i) This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original 18. Markin~ and Li~hfin~ Requireme!~t~. Lessor shall be responsible for compliance with all marking and lighting requirements of the Federal Aviation Administration ("FAA") and the FCC, Should Lessee be cited because the Property is not in compliance and. should Lessor fail to cure the conditions of noncompliance, Lessee may either terminate this Agreemeur or proceed to cure the conditions of noncompliance at Lessors expense, which amoums may be deducted from the Rent~ 19 Additional Consideration. As additional consideration, Lessee shall provide to lessor ,ar no additional cost, slx(6) Nextel communicators, which have a maximin retail value of Six thousand dollars ($6,000.00). Lessor shall be given such commumcators at the time Lessee's system commences commercial operations, provided that Lessor execures a standard one (1) year subscription or service agreement with Nextel Communications Inc. ( or its successor or assigns ). and abides by the terms of said subscription or service agreement. IN WITNESS WItERE(/F] the parties have executed this Agreement as of the date first above written. I~ LESSOR Il ~ . LESSEr Town Of Southhold ]/ 7 ///7 SM~I~ S~ OF ~W YO~, ~C. ~4 / '~ / t/ aIJelaw~re Corporation By: ~f~ (~(<~ ' By..~ Title: _Supervisor, Town of SouthoId Title: Date: ~eptember 28, 1995 Tax ID# A-163554 n~nyprojet~sites~n- 162 Greenpor t\lsebl dg.doc 3 09/21/95 EXltlBIT A DESCRI~ION OF LAND totheAgreementdatedSept. 28 ,1995 ,byandbetwean Town of Southold ,asLassor, and SMART SMR OF NEW YORK, 1NC.. as Lessee. th*Land is described and/or d~epicted as follQws: Skate of New York, County of Suffolk, Town of Peconlc, Block No 5 Lot No 14.1 Section 075 commonly known as RoMe 25 Soutllnl~New York n~nyploj ct\siteskn- 162 Oreenpott~lsebldg.doc 4 09/21/95 EXHIBIT B DESCRIPTION OF PREMISES O to the Agreement dated Sept. 2B ,199 5 , by and between SMAKT SMK OF NEW YORK, INC., as Lessee. The Premises are described and/or depicted as follows: Town of Southold , as Lessor, and PROPOSED , ,- ; .... ' . ~%N~¢ ~/,TE ll [ / PROPOSED HE~EL TO;BE. j[ ~ ~ EQUIPMENT BUILDING REMOVED , NORTH / .................. 1 / SEOT 086 I SECTION 075 BLOCK I BLOCK 5 LOT 3.2 iLOT 3.1 .~, LOT 14,1 LOT 9 LOT ? .......... LOT / LOT 1 J LOT ...... L 5 7LOT f~ ........ ]LOT L.~..,.,,, LOT ~ z LOT 10.9 This Exhibit may be replaced by a land survey of the Premises once it is received by Lessee. Setback of the Premises from thcLand's boundaries shall be the distance ~ Wid~ of access road shall be the width required by The wPe, number and mounting positions and locations of antennas and trausmissio motmting positions may vary from what is shown above. n~nyproj cfisiteskn- 162 Greenport\lsebldg.doc 5 09121/95 M _E_MORANDUM OF~AGREEMENT ~,:Th~-N[emdramli~¢~fAgfeeme~clS entered into on.this day, of 199 , by and be~vee~ The Town of Soutkhold an o~ce ~ 53905 ¢vlai~ KO,ii, Southh01d, New york, (here~naRer referred to as "Lessor") and s ~MA~. ~ T SIvlR OF lqE~r YDR~, INC,. a Delaware Corporation with an office a~ One North Broac[way, Second Floo~, Whit~ Plains, NY 10601, (herelnafier referred to as "Lessee"). l. Lessor and ~essee entered,into a Standard. Building Lease Agreement ("Agree~ant") on the day of September 1995, for the purpose,offinstalling, ,ope[~ting and ma~g a radio communications faeill/y and, other improvements~ All of the,foregoing ere set forth ~n'~l~e Ag/cement: ~ ~/~4) 2. ~;t~e ~te3~,. ofthe:~g~e ,m,,e~r~ve(5)yea~s~c0mmancingonOetober 1, 1995 ~ '~ -: · - . ?.v/Z ~, ': · 3. T~li~ L ~ar[d which, is t~ffpjeet of the ~eme~t is described in Exhibit A annexed hereto. The portion, of the Land being leased to Lesseb~d~e ~nnses ~ ~s ~ascnbed m Exlu31~tB annexed hereto. 1N WITNESS Wll~P. EOI?, tlxe parties have executed this Memorandum of Agreement as of the day and year first above written. LESSOR: LESSEE: By: By: Name: Name: Title: Title: Date: Date: STATE OF COUNTY OF On , before me, , Nota~ Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public My commission expires: (SEAL/ STATE OF COUNTY OF On ~ before me, , Notary Public, personally appeared . personaily known to me/or proved to me on the basis of satisfactory evidence/to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instmmant, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public My commission expires: (SEAL) nmypmjct\siteshu- 162 Greenpar tklsebldg.doc 6 09/21/95