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HomeMy WebLinkAboutT-MobileRESOLUTION AUGUST 26, 2003 V - 545 RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Joshua Horton to execute a lease with T-mobile for use of one of a portion of one of the towers at the police station such lease subject to Town Attorney approval. T • •Mobile• T ~ GH/EG COCLf.eAN PECUN/G PO L/C:E FAX #: ~/03/~ 73~- Z3/s F!2 ~/oan/ sT'~wa~T PH N #: ~.~03) 3 39 - ~f~~9 DA g- JG -03 uBJE TF_ c,r¢ W ~ ~~~ - R//q /o : vo a m .~h/SUKgn/GE C~~'--l/F/C /tT~ Pr~A~N~ED # PA6E C~NCU/vrN6 COVED SNEEt~ MESSAGE r. nc SEP-15-2003 14:56 RON ai. .ia.+ .~~~ ...~ ..__ __ ,~1~://~R~r. CERTIfIC:Aitur ~rvavtWiv~~ 7~,srz~3 aRODUCEa THIS CERTRUTE LS ISBVED A6 A MATSER OF MFORAYTION ONLY AND ('gaFfRSr]R AL16ER B AOn RWc Ssrvloa+. Inc at WA TFI[: COYERA E (AFFORDED BYETHE PgJCIFS BELOW DOER NOT AMEND, EXTEN 147D 5b Avallue, Sulb 7200 Seattle, WA 98101 INSURERS AFFORDING COVERAGE Esuam uuunERA: &t Paul Fre 6 MaY1ne Ins T.Motl71e US0. Ine, IREUaERe: Trevden Indemnlp Company of Illlnoh (larrnartr VdoeStrodm wlroles0 Corporation) 1?920 Soutneas738tn Street INaUFER C: Bellevue, WA 9BOO6 INSURER o: nWUgERE 9 7NE POUGES OF IN9UMNCE LRTED B ELOW HAYS BEEN ISSUED TO TI T OR gTHE tE INSURES NAM R DOCVMEM w ED ABODE FOR ITH RESPECT TO wN ICH TH18 CERfIPrJ1YE MA7 BE ISSUED OR Mrr U ANr REQUIREMENT, TERM OR CONDRIO N OF ANY CONTMC S 5UBJ I ECT 1'o ALL 1HE tE CN RMa. E7If1USIONS. AND CONDITIONS OF 6 PE THE INSURANCE AFFORDED RTAIN BY THE POLICIEb DESCRIBED N I HERE co . THELIAATBS}F7NNMATHOV LlclES EBEENREDUCEDBYPNDCW ~ u . CrFrv^cmt a p°UnEPwTq~. LIMITS n T'FE OF MSUWWCE POIICr NUMBER e.TE pIMOpTn eL~f wrD7rr °°0 000 E i 2 eEnew.we~Lm TE061DD9M 5I1IR003 6112004 , , Ofl^ER.LACGREGA7 000 OD 2 A uwtu.rurr ^ p , Fwa,leTS-rD^IriO. A66 S e ®muNOn O ~ R.wa.mE ~ ~^cwcc FERSONUeAOYwI7ar o s t,a°oA ® (q.y^R,.I tJ^n01h ^vfuead E.CM oCCURIIf]1CE S 1.000.000 Cer11FCi1B Holder 10 Bn FIRE MMAGE y^rTOm Flnl 7 1,ODO,a00 Adan. Idea. MEO~IAnr On^Perinl a 75000 AUro^rmLeLUOIU^ TEDe4t109B4 AOS 5172003 511RO01 OoRelNmsiNc^EIUA* 1 t,ooo,ooo A ~ wrwro TEOBd008B401 TX B0D0.rMJURT s y,~oM,.~ 0^r7rnm) ^c~mASe ^yrm MAOB600002 sAA eOD4rI1WRv 3 rwC0.lrtw pa ! r.v~l © Na.orwe^wroa TEOMt70BB8 VA ~ rwrer+nuevmE s 4fi0 oHLr_FiSACtiIDEN'f : WeACEUABM1lrr pn17BI7NANAUTOOlRT, ~ ~:~° , lb. f~ ... •' ~.. ' ^'~N~ EACH AOCIOENT i AOOBNFAATE i E^UI°fAtM+RENrx s 5.0oo.ooa A taV:63fI WlIUTT TFDSL00961 5172003 5h2004 AaoRErcATE 3 SA00,000 e lW.6tl fbw S ~°rrwnrwua^c+.+.oa SiAiLL prnu ' Y rICASEAS®NPEweATroNAN) RT' OrB41'LN7n ° TC2JUB41aItiB6BA0b y12003 5N2004 ~' a.L FACN ArS10ENT S 1.000A00 g . p1 L TMEopw a ®„C~ TRJUBA1 B1B85BAZIMA/Nrl E.~°ISCneE-voLICV ~INR d t,oDO.P°o ~ ~ E[CL E1.OISFw9E-CA e^rPtDYCE f 1,000,000 OFFICERS ALE: TM ITnrOEI~^ITa.10DIM5lrldllOl {ZS51 RE: YECH wAUr 917E NUMBER: U-1 e.7et1 BITE ADDRESS: Na06NWY 26.PECONIC. NY tT65e CFRTIFIChTE HOLOERIS AN ADDITIONAL WSURm FOR Ci 90LELY AS RESPECI8 OPERATIONS OF TNEtJAMED INSURED AYTNE nBOVELO .•_•wrrrsn:.-,ran,-~ -• •• . - • • ..._ _.. - 5', ^i eH0UL0 wNr Tp71/N of aou7M1ioL0 ~ ~~~ 7rrlgEOF, TH ITIOSMM 7JS ~~r;r r~wTFluti vECONIt, NY 11asa Via! °r-pal -On TNtl CON-ANr. Ira ~wEwt: v. ,.c...v ~~Yt~ w7E ITwE f NO ~+~'~d~YSrr+arP;,. d. • 'I •.ii~ io nII , '~ d. F u •` s,, , I; 1, t ':q+ _ c-n•~ T9io oao~ni ee .,.nn n.u r. nn.TV fAAD_nT-J~C TOTRL P.02 T-MOBILE USA, INC. 21 Keyland Court, Bohemia, NY 11716 (631) -218-5612 Fax: (631)-218-9484 August 18, 2003 Chief Carlisle Cochran Jr. Peconic Police Station Town of Southold 41405 Highway 25 Peconic, NY 11958 RE: T-Mobile Wireless Facility LI 13281 Dear Chief Cochan, Thank you for taking the time to discuss the opportunity to lease space at the Peconic Police Station located at 41405 Highway 25. On behalf of T-Mobile, please allow me to make the following proposal of the basic business terms and conditions that may be incorporated into a final lease agreement. In the event that you do not have a Lease I have enclosed a T-Mobile Tower Lease Form for your consideration. PREMISES: Approximately 300 square feet of ground space OPTION TERM: A payment of one thousand dollars ($1000.00) shall be a fee granting T-Mobile an initial option term of twelve (12) months. The option period may be extended by T-Mobile for an additional twelve (12) months upon written notice to Landlord and payment of the sum of one thousand dollars ($1000.00) at any time prior to the end of the option period. LEASE TERM: Initial term to be five (5) years, plus five (5) consecutive options to renew for five (5) years each, for a total potential of thirty (30) years. ~pUG 19 2003 Chief Carlisle Cochran Jr. August 18, 2003 Page 2 RENT: The Base annual rent rate shall be Twenty Four thousand dollars ($24,00.00) per year, paid monthly at two thousand dollars ($2000.00) per month. RENEWAL INCREASE: Rent shall be increased by fifteen (15%) of the preceding term's rent. ACCESS: Lessee requires 24-hour, year round access to the Premises for purpose of regular and emergency maintenance, testing and repair. OTHER: Any final lease is subject to radio test results and all governmental approvals. Owner acknowledges that a title search and environmental study shall be at Lessee's expense and authorizes T-Mobile to apply for governmental zoning applications and building permits. This permission does not grant any other rights. This letter is not contractual in nature and only represents the pertinent business points upon which the parties are willing to enter into a lease agreement. Only a fully executed Lease between the parties shall constitute a binding and enforceable agreement. Please review and sign below where indicated. If you have any questions or concerns please do not hesitate to contact me at (503) 860-7048. Sincerely, ~----i/ Ivan Stewa Site Acquisition Consultant AGREED: Landlord's Signature Dated: TOWER LEASE WITH OPTION THIS TOWER LEASE WITH OPTION (this "Lease") is by and between <Landlord Name><and><2nd Landlord, if any> ("Landlord") and Omnipoint Facilities Network 2, LLC, a Limited Liability Company("Tenant"). 1. Option [o Lease (a) [n consideration of the payment of one thousand and no/100 dollars ($1000.00) ([he "Option Fee') by Tenant to Landlord, Landlord hereby grants to Tenant an option to lease the use of a portion of the real property described in the attached Exhibit A (the "Property"), together with the right to use the tower located thereon ("Tower") on the tents and conditions set forth herein (the "Option"). The Option shall be for an initial term of twelve (12) months, commencing on the Effective Date (as defined below) (the "Option Period"). The Option Period may be extended by Tenant for an additional twelve (12) months upon written notice [o Landlord and payment of the sum of one thousand and no/I00 dollars ($1000.00) ("Additional Option Fee") at any time prior to the end of the Option Period. (b) During the Option Period and any extension thereof, and during the term of this Lease, Landlord agrees [o cooperate with Tenant in obtaining, at Tenant's expense, all licenses and permits or authorizations required for Tenant's use of the Premises (as defined below) from all applicable govemmen[ and/or regulatory entities (including, without limitation, zoning and land use authorities, and the Federal Communication Commission ("FCC") ("Governmental Approvals"), including appointing Tenant as agent for all land use and zoning permit applications, and Landlord agrees to cooperate with and to allow Tenant, at no cost [o Landlord, to obtain a title report, zoning approvals and variances, land-use permits, and Landlord expressly grants to Tenant a right of access to the Property [o perform surveys, soils tests, and other engineering procedures or environmental investigations on the Property necessary to determine that Tenant's use of the Premises will be compatible with Tenant's engineering specifications, system design, operations and Governmental Approvals. Notwithstanding the foregoing, Tenant may not change [he zoning classification of the Property without first obtaining Landlord's written consent. During the Option Period and any extension thereof, Landlord agrees that it will not interfere with Tenant's efforts to secure other licenses and permits or authorizations [hat relate to other property. During the Option Period and any extension thereof, Tenant may exercise [he Option by so notifying Landlord in writing, at Landlord's address in accordance with Section 12 hereof. (c) If Tenant exercises the Option, then, subject [o the following terms and conditions, Landlord hereby leases to Tenant the use of that portion of the Tower and Property, together with easements for access and utilities, generally described and depicted in the attached Exhibit B (collectively refered [o hereinafter as the "Premises"). The Premises, located at <Site Address, <Site City/County/State/Zip>, comprises approximately 300 square feet. Tenant's location on the Tower shall be at (TBD) feet above ground level. 2. Term. The initial term of the Lease shall be five (5) years commencing on the date of exercise of the Option (the "Commencement Date"), and terminating at midnight on the last day of the initial term (the "Initial Term"). 3. Permitted Use. The Premises may be used by Tenant for the transmission and reception of radio communication signals and for the constmc[ioq installation, operation, maintenance, repair, removal or replacement of related facilities, tower and base, antennas, microwave dishes, equipment shelters and/or cabinets and related activities. 4. Rent. Tenant shall pay Landlord, as rent, two thousand and no/100 dollars ($2000.00) per month ("Rent"). Rent shall be payable within twenty (20) days following the Commencement Date prorated for the remainder of the month in which the Commencement Date falls and thereafter Rent will be payable monthly in advance by the fifth day of each month [o <Pavee (i.e. to whom is rent check made out~l > a[ Landlord's address specified in Section 12 below. If [his Lease is terminated at a time other than on the last day of a month, Rent shall be prorated as of the date of termination for any reason (other than a default by Tenant) and all prepaid Rent shall be immediately refunded to Tenant. 5. Renewal. Tenant shall have the right to extend this Lease for five (5) additional, five-year terms (each a "Renewal Tenn"). Each Renewal Term shall be on the same terms and conditions as se[ forth herein. This Lease shall automatically renew for each successive Renewal Term unless Tenant notifies Landlord, in writing, of Tenant's intention not to renew this Lease, at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term. If Tenant shall remain in possession of [he Premises a[ the expiration of this Lease or any Renewal Term without a written agreement, such tenancy shall be deemed a month-to-month tenancy under the same terms and conditions of this Lease. 6. Interference. Tenant shall not use the Premises in any way which interferes with the use of the Property by Landlord or lessees or licensees of Landlord, with rights in the Property prior in time [o Tenant's (subject to Tenant's rights under this Lease, including, without limitation, non-interference). Similarly, Landlord shall not use, nor shall Landlord permit its lessees, licensees, employees, invitees or agents to use, any portion of the Property in any way which interferes with the operations of Tenant. Such interference shall be deemed a material breach by the interfering party, who shall, upon written Site Number <Site Numbers I Version l0d-Ol Site Name: <Site Name> Markel <Marken notice from the other, be responsible for terminating said interference. In the even[ any such interference does not cease promptly, [he parties acknowledge that continuing interference may cause irreparable injury and, therefore, the injured party shall have the right, in addition to any other rights that it may have at law or in equity, to bring a court action to enjoin such interference or [o terminate this Lease immediately upon written notice. 7. Improvements; Utilities: Access. (a) Tenon[ shall have the right, at its expense, to erect and maintain on the Premises improvements, personal property and facilities necessary to operate its communications system, including, without limitation, radio transmitting and receiving antennas, microwave dishes, tower and base, equipment shelters and/or cabinets and related cables and utility lines and a location based system, including, without limitation, antenna(s), coaxial cable, base units and other associated equipment (collectively, the "Antenna Facilities"), as such location based system may be required by any county, state or federal agency/department. Tenant shall have the right to alter, replace, expand, enhance and upgrade the Antenna Facilities at any time during the term of this Lease. Tenant shall cause all construction to occur Tien-free and in compliance with all applicable laws and ordinances. Landlord acknowledges that it shall not interfere with any aspects of construction, including, without limitation, attempting to direct construction personnel as to the location of or method of installation of the Antenna Facilities and the Easements (as defined below) ("Constmction Interference"). Landlord further acknowledges that it will be responsible for any costs and damages (including, fines and penalties) that are directly attributable to Landlord's Construction Interference. The Antenna Facilities shall remain the exclusive property of Tenant. Tenant shall have the right to remove [he Antenna Facilities at any time during and upon the expim[ion or termination of this Lease. (b) Tenant, at its expense, may use any and all appropriate means of restricting access to the Antenna Facilities, including, without limitation, the construction of a fence. (c) Tenant shall, at Tenant's expense, keep and maintain the Antenna Facilities now or hereafter located on the Property in commercially reasonable condition and repair during the term of this Lease, normal weaz and tear and casualty excepted. Upon termination or expiration of this Lease, the Premises shall be returned to Landlord in good, usable condition, normal wear and tear and casualty excepted. (d) Tenant shall have the right to install utilities, at Tenant's expense, and to improve the present utilities on the Property (including, but not limited to, the installation of emergency power generators). Landlord agrees to use reasonable efforts in assisting Tenant [o acquire necessary utility service. Tenant shall, wherever practicable, install sepazate meters for utilities used on the Property by Tenant. In the event separate meters aze not installed, Tenant shall pay the periodic charges for all utilities attributable to Tenant's use. Landlord shall diligently correct any variation, interruption or failure of utility service. (e) As partial consideration for Rent paid under this Lease, Landlord hereby grants Tenant an Easements in, under and across the Property for ingress, egress, utilities and access (including access for the purposes described in Section 1) to the Premises adequate [o install and maintain utilities, which include, but are not limited to, the installation of power and telephone service cable, and [o service the Premises and the Antenna Facilities at all times during the Initial Term of this Lease and any Renewal Term (collectively, the "Easements"). The Easements provided hereunder shall have the same term as [his Lease. (t) Tenant shall have 24-hours-a-day, 7-days-a-week access to the Premises ("Access") at all times during the Initial Term of this Lease and any Renewal Term. In the event Landlord, its employees or agents impede or deny Access [o Tenant, its employees or agents, Tenant shall, without waiving any other rights [hat i[ may have at law or in equity, deduct from Rent amounts due under this Lease an amount equal to five hundred and no/100 Dollars ($500.00) per day for each day that Access is impeded or denied. 8. Termination. Except as otherwise provided herein, [his Lease may be terminated, without any penalty or further liability as follows: (a) upon thirty (30) days' written notice by Landlord if Tenant fails to cure a default for payment of amounts due under [his Lease within that thirty (30) day period; (b) immediately if Tenant notifies Landlord of unacceptable results of any title report, environmental or soil tests prior to Tenant's installation of the Antenna Facilities on the Premises, or if Tenant is unable to obtain, maintain, or otherwise forfeits or cancels any license (including, without limitation, an FCC license), permit or any Governmental Approval necessary to [he installation and/or operation of the Antenna Facilities or Tenant's business; (c) upon ninety (90) days' written notice by Tenant if [he Property or the Antenna Facilities are, or become unacceptable under Tenant's design or engineering specifications for its Antenna Facilities or the communications system to which the Antenna Facilities belong; Site Number: <Site Number> 2 Version 10.2-0I Site Name: <$ite Name> Markel <Markeb (d) immediately upon written notice by Tenant if the Premises or the Antenna Facilities are destroyed or damaged so as in Tenant's reasonable judgment [o substantially and adversely affect the effective use of the Antenna Facilities. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction, and Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant. If Tenant elects to continue this Lease, then all Rent shall abate until the Premises and/or [he Antenna Facilities are restored to the condition existing immediately prior to such damage or destmction; or (e) at the time title to the Property transfers to a condemning authority pursuant to a taking of all or a portion of the Property sufficient in Tenant's determination to render the Premises unsuitable for Tenant's use. Landlord and Tenant shall each be entitled [o pursue their own separate awards with respect [o such taking. Sale of all or part of the Property [o a purchaser with the power of eminent domain in the face of the exercise of the power shall be treated as a taking by condemnation. 9. Default and Right to Cure. Notwithstanding anything contained herein to the contrary and without waiving any other rights gmn[ed to it a[ law or in equity, each party shall have [he right, but not the obligation, to terminate this Lease on written notice pursuant to Section 12 hereof, to take effect immediately, if the other party (i) fails to perform any covenant for a period of thirty (30) days after receipt of written notice thereof to cure or (ii) commits a material breach of this Lease and fails to diligently pursue such cure to its completion after sixty (60) days' written notice to the defaulting party. 10. Takes. Landlord shall pay when due all real property [axes for the Properly, including the Premises. In the event [ha[ Landlord fails [o pay any such real property taxes or other fees and assessments, Tenon[ shall have the right, but no[ the obligation, [o pay such owed amounts and deduct them from Rent amounts due under this Lease. Notwithstanding [he foregoing, Tenant shall pay any personal property tax, real property tax or any other tax or fee which are directly attributable to the presence or installation of Tenant's Antenna Facilities, only for so long as this Lease has not expired of its own terms or is not terminated by either party. Landlord hereby grants to Tenant the right to challenge, whether in a Court, Administrative Proceeding, or other venue, on behalf of Landlord and/or Tenant, any personal property or real property tax assessments [hat may affect Tenant. If Landlord receives notice of any personal property or real property tax assessment against the Landlord, which may affect Tenant and is directly attributable to Tenant's installation, Landlord shall provide timely notice of the assessment to Tenant sufficient [o allow Tenant to consent [o or challenge such assessment. Further, Landlord shall provide to Tenant any and all documentation associated with the assessment and shall execute any and all documents reasonably necessary to effectuate [he intent of this Section 10. In the event real property taxes are assessed against Landlord or Tenant for the Premises or the Property, Tenant shall have the right, but not the obligation, to terminate this Lease without further liability after thirty (30) days' written notice to Landlord, provided Tenant pays any real property taxes assessed as provided herein. 1 I. Insurance and Subrogation and Indemnification. (a) Tenant will provide Commercial General Liability Insurance in an aggregate amount of One Million and no/100 Dollars ($1,000,000.00). Tenant may satisfy this requirement by obtaining the appropriate endorsement to any master policy of liability insurance Tenant may maintain. (b) Landlord and Tenant hereby mutually release each other (and their successors or assigns) from liability and waive all right of recovery against the other for any loss or damage covered by their respective first party property insurance policies for all perils insured thereunder. In the even[ of such insured loss, neither party's insurance company shall have a subrogated claim against the other. To the extent loss or damage is not covered by their first party property insurance policies, Landlord and Tenant each agree to indemnify and hold harmless the other party from and against any and all claims, damages, cost and expenses, including reasonable attorney fees, to the extent caused by or arising out of (a) the negligent acts or omissions or willful misconduct in the operations or activities on the Property by the indemnifying party or the employees, agents, contractors, licensees, tenants and/or subtenants of the indemnifying party, or (b) a breach of any obligation of the indemnifying party under this Lease. Notwithstanding the foregoing, this indemnification shall not extend to indirect, special, incidental or consequential damages, including, without limitation, loss of profits, income or business opportunities to the indemnified party or anyone claiming through the indemnified party. The indemnifying party's obligations under [his section are contingent upon (i) its receiving prompt written notice of any event giving rise to an obligation to indemnifying the other party and (ii) the indemnified party's granting it the right to control the defense and settlement of the same. Notwithstanding anything to the contrary in this Lease, the parties hereby confirm that the provisions of this section shall survive the expiration or termination of this Lease. Tenant shall not be responsible to Landlord, or any third-party, for any claims, costs or damages (including, fines and penalties) attributable to any pre-existing violations of applicable codes, statutes or other regulations governing the Property. 12. Notices. All notices, requests, demands and other communications shall be in writing and are effective three (3) days after deposit in [he U.S. mail, certified and postage paid, or upon receipt if personally delivered or sent bynext-business-day delivery via a nationally recognized overnight courier to the addresses se[ forth below. Landlord or Tenant may from time to time designate any other address for [his purpose by providing written notice to the other party. Site Nwnber: <Site Number> 3 Version 10-2-O1 Site Name: <Site Name> Markel: <Markeb If to Tenant. to: Voicestream Wireless Corporation 12920 SE 38`b Street Bellevue, WA 98006 Attn: PCS Lease Administrator W ith a copy to: Attn: Legal Dept. If [o Landlord. to: <Landlord Name> <LLMailingAddress> With a coov to: Omnipoint Facilities Network 2, LLC 4 Sylvan Way Parsippany, New Jersey 07054 Atm: Lease Administration Manager W ith a coov [o: <Name and Additional Mailing Address> 13. Ouiet Eniovment. Title and Authority. Landlord covenants and warrants to Tenant that (i) Landlord has full right, power and authority to execute this Lease; (ii) it has good and unencumbered title to the Property and the Tower free and clear of any liens or mortgages, except [hose disclosed to Tenant and which will not interfere with Tenanfs rights to or use of the Premises; and (iii) execution and performance of this Lease will not violate any laws, ordinances, covenants, or the provisions of any mortgage, lease, or other agreement binding on Landlord. Landlord covenants that at all times during the term of this Lease, Tenant's quiet enjoyment of the Premises or any part thereof shall not be disturbed as long as Tenant is not in default beyond any applicable grace or cure period. 14. Environmental Laws. Landlord represents that it has no knowledge of any substance, chemical or waste (collectively, "Hazardous Substance") on the Property that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. Landlord and Tenant shall not introduce or use any Hazazdous Substance on the Property in violation of any applicable law. Landlord shall be responsible for, and shall promptly conduct any investigation and remedia[ion as required by any applicable environmental laws, all spills or other releases of any Hazardous Substance not caused solely by Tenant, that have occurred or which may occur on the Property. Each party agrees to defend, indemnify and hold harmless the other from and against any and all administrative and judicial actions and mlings, claims, causes of action, demands and liability (collectively, "Claims") including, but not limited to, damages, costs, expenses, assessments, penalties, fines, losses, judgments and reasonable attorney fees that the indemnitee may suffer or incur due to the existence or discovery of any Hazardous Substances on the Property or the migration of any Hazardous Substance to other properties or the release of any Hazardous Substance into the environment (collectively, "Actions"), that relate to or azise from the indemnitor's activities on the Property. Landlord agrees to defend, indemnify and hold Tenant harmless from Claims resulting from Actions on the Property not caused by Landlord or Tenant prior to and during the Initial Term and any Renewal Term of this Lease. The indemnifications in this section specifically include, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any governmental authority. This Section 14 shall survive the termination or expiration of this Lease. 15. Assianmen[ and Subleasing. Tenant shall have the right to assign or otherwise transfer this Lease and the Easements (as defined above) to any person or business entity which is authorized pursuant to and FCC licensed to, operate a wireless communications business, is a parent, subsidiary or affiliate of Tenant, is merged or consolidated with Tenant or purchases more than fifty percent (50%) of either an ownership interest in Tenant or the assets of Tenant in the "Metropolitan Trading Area" or "Basic Trading Area" (as those terms are defined by the FCC) in which the Property is located. Upon such assignment, Tenant shall be relieved of all liabilities and obligations hereunder and Landlord shall look solely to the assignee for performance under this Lease and all obligations hereunder. Tenant may sublease the Premises, upon written notice to Landlord. Tenant may otherwise assign [his Lease upon written approval of Landlord, which approval shall not be unreasonably delayed, withheld, conditioned or denied. Additionally, Tenant may, upon notice to Landlord, mortgage or grant a security interest in this Lease and the Antenna Facilities, and may assign this Lease and the Antenna Facilities [o any mortgagees or holders of security interests, including their successors or assigns (collectively "Mortgagees"), provided such Mortgagees agree to be bound by the terms and provisions of this Lease. In such event, Landlord shall execute such consent to leasehold financing as may reasonably be required by Mortgagees. Landlord agrees to notify Tenant and Tenant's Mortgagees simultaneously of any default by Tenant and to give Mortgagees the same right to cure any default as Tenant or to remove any property of Tenant or Mortgagees located on the Premises, except that [he cure period for any Mortgagees shall not be less than thirty (30) days after receipt of the default notice, as provided in Section 9 of this Lease. All such notices [o Mortgagees shall be sent to Mortgagees at the address specified by Tenant. Failure by Landlord to give Mortgagees such notice shall not diminish Landlord's rights against Tenant, but shall preserve all rights of Mortgagees to cure any default and to remove any property of Tenant or Mortgagees located on the Premises as provided in Section 17 of this Lease. 16. Successors and Assiens. This Lease and the Easements granted herein shall run with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. Site Number <Site Number> 4 Version 104-01 Site Name: <Site Nump> Mazke[ <Marken 11. Waiver of Landlord's Lien. Landlord hereby waives any and all lien rights it may have, statutory or otherwise, concerning the Antenna Facilities or any portion thereof, which shall be deemed personal property for the purposes of [his Lease, whether or not the same is deemed real or personal property under applicable laws, and Landlord gives Tenant and Mortgagees the right to remove all or any portion of the same from time to time, whether before or after a default under this Lease, in Tenant's and/or Mortgagee's sole discretion and without Landlord's consent. 18. Miscellaneous. (a) The prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any. (b) Each party agrees to furnish to the other, within twenty (20) days after request, such trnthful estoppel information as the other may reasonably request. (c) This Lease constitutes the entire agreement and understanding of the parties, and supercedes all offers, negotiations and other agreements, with respect to the subject matter and property covered by this Lease. (d) Each party agrees to cooperate with the other in executing any documents (including a Memorandum of Lease in substantially the form attached hereto as Exhibit C necessary to protect its rights or use of the Premises. The Memorandum of Lease may be recorded in place of this Lease, by either party. [n the event the Property is encumbered by a mortgage or deed of trust, Landlord agrees, upon request of Tenant, to obtain and famish [o Tenant anon-disturbance and attomment agreement for each such mortgage or deed of trust, in a form reasonably acceptable to Tenant. Tenant may obtain title insurance on its interest in the Premises. Landlord agrees to execute such documents as [he title company may require in connection [herewith. (e) This Lease shall be construed in accordance with the laws of the state in which the Property is located. (f) If any term of this Lease is found to be void or invalid, such finding shall not affect the remaining terms of this Lease, which shall continue in full force and effect. The parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable. Any questions of particulaz interpretation shall not be interpreted against the draftsman, but rather in accordance with the fair meaning thereof. No provision of this Lease will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of [his Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision. (g) The persons who have executed this Lease represent and warrant that they are duly authorized to execute this Lease in [heir individual or representative capacity as indicated. (h) This Lease may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. (i) All Exhibits referred to herein and any Addenda are incorporated herein for all purposes. The parties understand and acknowledge that Exhibit A (the legal description of the Property) and Exhibit B (the Premises location within the Property), may be attached to this Lease and the Memorandum of Lease, in preliminary form. Accordingly, the parties agree that upon the preparation of final, more complete exhibits, Exhibits A, and/or B, as [he case may be, which may have been attached hereto in preliminary form, may be replaced by Tenant with such final, more complete exhibit(s). The terms of aII Exhibits arc incorporated herein for all purposes. Q) If Landlord is represented by any broker or any other leasing agent, Landlord is responsible for all commission fee or other payment [o such agent, and agrees to indemnify and hold Tenant harmless from all claims by such broker or anyone claiming through such broker. If Tenant is represented by any broker or any other leasing agent, Tenant is responsible for all commission fee or other payment to such agent, and agrees to indemnify and hold Landlord harmless from all claims by such broker or anyone claiming through such broker. The effective date of this Lease is the date of execution by the last party to sign (the "Effective Date"). LANDLORD: <Landlord Name> By: Printed Name: Its: Date: Site Nnmber: <Site Number> 5 Version 70-2A1 Site Name: <Site Namv Markel <M>rrken LANDLORD: Qnd Landlord, if any> By: Printed Name: Its: Date: TENANT: Omnipoint Facilities Network 2, LLC By: Omnipoint Communications, Inc., it's Agent By: Printed Name: Roni Zola Its: Development Director Date: Approved as to form Site Numbm: <Site Number> ( Version 10-2-01 Site Name: <Site Nsmo Market <Marken ADDENDUM TO SITE LEASE WITH OPTION ]Additional Terms] In the event of conflict or inconsistency between the terms of this Addendum and this Lease, the terms of the Addendum shall govern and control. All capitalized terms shall have the same meaning as in this Lease. NONE. LANDLORD: <Landlord Name> By: Printed Name: @s: Dale: LANDLORD: <2nd Landlord, if any> By: Printed Name: Its: Date: TENANT: Omnipoint Facilities Network 2, LLC By: Omnipoint Communications, Inc., it's Agent By: Printed Name: Joseph M. Walsh Its: Technical Director Date: Site Number: c5ite Numbers ~ Version 10-2-O1 Site Name: cSite Namo Market. <Market> EXHIBIT A Legal Description The Property is legally described as follows: Site Number: <Sih Numbers Version lOd-01 $ile Name: <Sih Nsme> Market: <Markeh EXHIBIT B The location of the Premises within the Property (together with access and utilities) is more particularly described and depicted as follows: Sile Number GSite Numbm Version 10-2-0I Site Name: c5ite Neme> Markel: <Markev EXHIBIT C Memorandum of Lease Site Number. <Site Number Version 10-2-01 Site Name: <Sirc Namo Market: <Marlceb Memorandum of Lease Assessor's Parcel Number: <pssessor's Tax Parcel Number> Between <Landlord Name><and><2nd Landlord, if any> ("Landlord") and Omnipoint Facilities Network 2, LLC ("Tenant") A Tower Lease with Option (the "Lease") by and between <Landlord Name><andx2nd Landlord, if any> ("Landlord") and Omnipoint Facilities Network 2, LLC, a Limited Liability Company ("Tenant") was made regarding a portion of following the properly: See Attached Exhibit "A" incorporated herein for all purposes The Option is for a term of O months after the Effective Date of the Lease (as defined under [he Lease), with up to one additional Q month renewal ("Optional Period"). The Lease is for a term of five (5) years and will commence on the date as set forth in [he Lease (the "Commencement Date"). Tenant shall have the right to extend this Lease for five (5) additional five-year terms. IN WITNESS WHEREOF, the parties hereto have respectively executed this memorandum effective as of the date of the last party to sign. LANDLORD: <Landlord Name> By: Printed Name: Its: Dale: LANDLORD: Qnd Landlord, if any> By: Printed Name: Its: Date: TENANT: Omnipoint Facilities Network 2, LLC By: Omnipoin[ Communications, Inc., it's Agent By: Printed Name: Its: Date: Sile Number: cSite Number> Version 10-2-01 Sile Name: <.Site Name> Markel: <Markeb /Notary block jor Landlord) /Notary block jor Corporation, Partnership, Limited Liability Company/ STATE OF ) ss. COUNTY OF ) This inswment was acknowledged before me on of Dated: by [title] [type of entity], on behalf of [name of entity]. Notary Public Print Name My commission expires space for notary stamp/seal) /Notary block jor /ndividaalJ STATE OF ) ss. COUNTY OF ) This instrument was acknowledged Dated: (Use [his space for notary before me on Notary Public Print Name My commission expires /Notary block jar Tenant) STATE OF ss. COUNTY OF ) I certify that 1 know or have satisfactory evidence that Joseph M. Walsh is [he person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute Site Number: <Site Numbers Version 10-2-01 Sile Name: <Site Namo Market: <Marken by the instrument and acknowledged it as the Technical Director of Omnipoint Facilities Network 2, LLC, a Limited Liability Company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Da[ed: (Use this space for notary stamp/seal) Notary Public Print Name My commission expires Site Number: <Site Numbers Version 10-2-01 Sile Name: <$ite Namv Markel: <Markeb Memorandum of Lease EXHIBIT A Legal Description The Property is legally described as follows: Site Number <Site Numbers Version 10-2-01 Site Name: <Site Namv Markq: <Marken