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HomeMy WebLinkAboutNew Cingular Wireless PCS, LLC - Cell Tower LeaseRESOLUTION 2009-107 ADOPTED DOC ID: 4678 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2009-107 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 3, 2009: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the First Amendment to Lease and Memorandum of Lease between the Town of Southold and New Cin~ular Wireless PCS, LLC, successor in interest to Cellular Telephone Company, in connection with the renewal of the Lease regarding the Peconic Lane cell tower site for a term of 60 months, commencing on April 1, 2011, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER: Vincent Orlando, Councilman AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell 'at&t RECEIVED AT&T Mobility 5405 Windward parkway Alpharetta, GA 30004 AP2 7 2010 Southold Town Clerk FA,g: 10074795 SITE NAME: CN229/SOUTHOLD MARKET: MYCfNNJ AGREE ID: 59038 Via Certified Mail - Return Receipt Request Number 7008 0500 000 8783 0237 March 9, 2010 TOWN OF SOUTHOLD SCOTT L. HARRIS 53095 MAiN ROAD, PO BOX 1179 SOUTHOLD, NY 11971 RE: Consumer Price Index: Ground Lease; Site Name: CN229/SOUTHOLD Site Id: 10074795; Site Location: 414 05 ROUTE 25, PECONIC, NEW YORK 11958 Dear Landlord, Due to recent economic conditions the average Consumer Price Index is reflecting a decrease in percentage. Normally, the rent shall be adjusted annually to equal the purchasing power of the previous year. This is determined by the consumer price index during that month, compared with the previous year. Thc consumer price index captures changes in the prices ora full range of goods and services that people buy, including heating oil, fruits, telephone services, rent and hundreds of other items. The Lease allows for the basic monthly and/or annual rent to be adjusted by any change in the consumer price index, for all Urban Consumers or otherwise specified. Pursuant to your Lease Agreement paragraph Sec. 5 of the above Lease states that While Landlord is not in default hereunder, CTC will pay Landlord as rent hereunder in advance, the sum of two thousand five hundred dollars ($2500.00) per month commencing on the fu'st day of the month following the execution of this agreement, notwithstanding anything here to the foregoing, however, CTC will pay Landlord the sum of thirty thousand dollars ($30,000.00) upon the execution of this agreement which sum shall constitute full prepayment of te f~rst year's rental on the premisis and that no further payment shall be due by the CTC to the Tenant until one year from the date hereof. The rental for the second year and each succeeding year throughout the initial term and option terms, shall be increased to the annual rental determined thereof by a formula as follows: New Rent= (Basic Rent) + (IR-II/IL x Basic Rent) Definitions: IR is the Consumer Price Index for the month immediately preceding the month in which thc New Rent is due to be increased. IL is the Consumer Price Index immediately preceding the month in which this Lease is signed. "Consumer Price Index" shall mean the Consumer Price Index published by the Bureau of Labor Statistics of the United States Department of Labor for Urban Wage Earners and Clerical Workers for all items for the New. York/Metropolitan area, or shall mcan the successor thereto. In the event the Consumer Price Index is converted to a different standard reference base or otherwise revised, the determination of new rent shall be made with the use of such conversion factor, formula or table for converting the Consumer Price index as may bc published by the Bureau of Labor Statistics, or if the Bureau should fail to publish the same, then with the use of such conversion factor, formula or table for converting the Consumer Price index as may be publiced by Prentice Hall, Inc., or any other nationally recognized publisher of similar statistical information. If the Consumer Price Index ceases to be published and there is no successor thereto, such other index as Landlord and crc may agree upon shall be substituted for the Consumer Price Index, and if they are unable to agree, then such matter shall be submitted to arbitration. Notwithstanding the provisions of this paragraph 5, CTC may, at its option, pay rent quarterly in advance. 1ST AMENDMENT SECTION 4- The Agreement is amended to provide that commencing on April 1, 2016, rent shall increase by fifteen percent (15%) and at the beginning of each Renewal Term, as applicable. The current index is reflecting a negative percentage, which'at the time of your basic monthly and/or annual rent increase there is a possibility that you will see a decrease in your current rent amount. Should you have any questions, please contact Lease Administration at (877) 231-5447. Thank you. Sincerely, Lisa P. Herndon Director - Network Real Estate Administration cc: File - B 2010 £ at&t Via Certified Mail, Return Receipt Requested Tracking Number: 7008 3230 0001 6817 4835 March 24, 2009 AT&T Hobility Network Real Estate Administration EO. Box 1630 Alpharetta, GA 30009 Town of Southold Scott L. Harris 53095 Main Road P.O. Box 1179 Southold, NY 11971 Subject: Rent Decrease for Site CN229/SOUTHOLD FA# 10074795 Your Reference: CN229/SOUTHOLD Dear Lessor: Pursuant to the First Amendment to Lease for the aforementioned site, this letter will serve as notification that effective April 01,2011 the annual base rent will be decreased to $38.400.00. Effective April 01,2011 your rent will be reduced to $3,200.00 per month. One fully executed original First Amendment is enclosed for your files. It is our priority to maintain excellent tenant/lessor relationships. If you ever have any questions or concerns regarding our agreement, please contact our Lease Administration team at our toll-free number 877-231-5447. n order to expedite processing of your req~l~.St,,~.,~, please reference on all commun cat ons the s te name and FA Number as foun'd dn',~:~ ..... subject line of this letter. ,~,,~, ..,~ Sincerely. ~anagement Network Real Estate Administration Enclosures (1) CC: Project Manager - NYC/NNJ File Cell Site No: N109717/CN229/SOUTHOLD WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE ("Amendment") dated as of the later date below is by and between the Town of Southold, having a mailing address at 53095 Main Road, PO Box 1179, Southold, NY 11971 (hereinafter referred to as "Landlord") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, successor in interest to Cellular Telephone Company, having a mailing address at 12555 Cingular Way, Suite 300, Alpharetta, GA 30004 (hereinafter referred to as "Tenant"). WHEREAS, Landlord and Tenant entered into a Lease dated March 27, 1991, whereby Landlord leased to Tenant certain Leased Premises, therein described, that are a portion of the property located at Peconic Lane, Peconic, NY 11958 ("Agreement"); and WHEREAS, Landlord and Tenant desire to extend the term of the Agreement; and WHEREAS, Landlord and Tenant desire to modify, as set forth herein, the rent payable under the Agreement; and WHEREAS, Landlord and Tenant, in their mutual interest, further wish to amend the Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: I. Term. The Term of the Agreement shall be amended to provide that the Agreement has a new initial term of 60 months ("New Initial Term"), commencing on April 1,201 I. The Term will be automatically renewed for up to 5 additional 60 month terms (each a "Renewal Term") without further action by Tenant. Hereafter, the defined term "Term" shall include the New Initial Term and any applicable Renewal Term. 2. Termination. In addition to any rights that may exist in the Agreement, Tenant may terminate the Agreement at any time with 180 days prior written notice to Landlord for any or no reason. 3. Modification of Rent. Commencing on April 1, 2011, the rent payable under the Agreement shall be $3,200.00 per month, and shall continue during the Term, subject to adjustment, if any, as provided below. 4. Future Rent Increase / Renewal Term Increase. The Agreement is amended to provide that commencing on April l, 2016, rent shall increase by fifteen percent (15.00%) and at the beginning of each Renewal Term, as applicable. ATT Master Template_v 20_BDW v2 Cell Site No: N109717/CN229/SOUTHOLD WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peeonic, NY 11958 5. Taxes. Landlord shall be responsible for payment of all ad valorem taxes levied upon the lands, improvements and other property of Landlord. Tenant shall be responsible for all taxes levied upon Tenant's leasehold improvements (including Tenant's equipment building and tower) on the Premises. Landlord shall provide Tenant with copies of all assessment notices on or including the Premises immediately upon receipt, but in no event later than thirty (30) days after receipt by Landlord. If Landlord fails to provide such notice within such time frame, Landlord shall be responsible for all increases in taxes for the year covered by the assessment. Tenant shall have the right to contest, in good faith, the validity or the amount of any tax or assessment levied against the Premises by such appellate or other proceedings as may be appropriate in the jurisdiction, and may defer payment of such obligations, pay same under protest, or take such other steps as Tenant may deem appropriate. This right shall include the ability to institute any legal, regulatory or informal action in the name of Landlord, Tenant, or both, with respect to the valuation of the Premises. Landlord shall cooperate in the institution and prosecution of any such proceedings and will execute any documents required therefore. The expense of any such proceedings shall be borne by Tenant and any refunds or rebates secured as a result of Tenant's action shall belong to Tenant. 6. Memorandum of Lease. Either party will, at any time upon fifteen (15) days prior written notice from the other, execute, acknowledge and deliver to the other a recordable Memorandum of Lease substantially in the form of the Attachment I. Either party may record this memorandum at any time, in its absolute discretion. 7. Acknowledgement. Landlord acknowledges that: 1) this Amendment is entered into of the Landlord's free will and volition; 2) Landlord has read and understands this Amendment and the underlying Agreement and, prior to execution of the Amendment, was free to consult with counsel of its choosing regarding Landlord's decision to enter into this Amendment and to have counsel review the terms and conditions of the Amendment; 3) Landlord has been advised and is informed that should Landlord not enter into this Amendment, the underlying Agreement between Landlord and Tenant, including any termination or non- renewal provision therein, would remain in full force and effect. 8. Notices. Section 15 of the Agreement is hereby deleted in its entirety and replaced with the following: NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier,. postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows: Tenant: New Cingular Wireless PCS, LLC c/o Network Real Estate Administration Cell Site # NI09717, Cell Site Name CN229/SOUTHOLD (NY) Fixed Asset No. 10074795 12555 Cingular Way, Suite 1300 Alpharetta, GA 30004 ATT Master Template_v 20_BDW v2 .2. Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 With a required copy of the notice sent to AT&T Legal at: New Cingular Wireless PCS, LLC Attn: AT&T Legal Department Cell Site # N109717, Cell Site Name CN229/SOUTHOLD (NY) Fixed Asset No. 10074795 340 Mt. Kemble Avenue Morristown, NJ 07960 Landlord: Town of Southold 53095 Main Road PO Box 1179 Southold, NY 11971 Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein. 9. Other Terms and Conditions Remain. In the event of any inconsistencies between the Agreement and this Amendment, the terms of this Amendment shall control. Except as expressly set forth in this Amendment, the Agreement otherwise is unmodified and remains in full force and effect. Each reference in the Agreement to itself shall be deemed also to refer to this Amendment. 10. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined in the Agreement. ]Signatures on Following Page] ATT Master Template? 20 BDW v 2 Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute and seal this Amendment on the date and year below. LANDLORD: TENANT: Town of Southold Name: Title: Date: New Cingular Wireless PCS, LLC By: AT&T Mobility Corporation Its: Manager By: Name: Title: ~ Date: WITNESSED BY: ! ATr Master Template v 20 BDW v.I .4. Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 LANDLORD ACKNOWLEDGEMENT REPRESENTATIVE CAPACITY STATE OF /[J~-~-O ~/~;~7--/t~' ) CO T¥OF 1 ce~i~ that I know or have satisfacto, evidence that ~~- ~C~s the person who appeared before me, and said person acknowledged that said person signed this ins~ument, on oa~ stated that said person was ~uthonzed to execut~ the ,nstrument and acknowledged ,t ~ the &~?~ ~ ~ oJ~o~ of ~t ~¢ ~ ~.m ~ ~ ~ ~e~o be the free and volunta, act of such p~ for the uses and pu.oses ~entioned i~ the instrument.-" DATED: Notary Seal LINDA J COOPER NOTARY PUBLIC, State of New York NO, 01004822563, Suffolk County Term Expires December 31,20 (Sil~ndure ~(I4ota~) ' (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of /~'/cF' My appointment expires: /~- 3/-/~.~ ATT Master Template_v 20_BDW v.l Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 TENANT ACKNOWLEDGEMENT STATE OF JQ~3LL/-.~_[~tZlJ ) {) ss. COUNTY OF ~')OFFi~q' ) 1 certify that I know or have satisfactory evidence that/'~ cs'rlq ~ £ t.¢ lcd)t I-- is the person who appeared before me, and said person acknowledged that he si~ned this instrument on oath stated that he was authorized to execute the instrument and acknowledged it as the ~,", '~-rr~ff/(gr'y~L~'P~ er7 tq 6///q'J~of New Cin~ular Wireless PCS. LLC. to be the free and voluntary act of such partp for the Uses and purposes mentioned in the instrument. OATEO: 141C Notary Seal (Signal~ t~f ~qot-a~y~ .... (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: Notary Public. State ot New Jersey My CommissionExpir~s Fe~tuo,y 20, 2014 ATT Master Template v 20_BDW v I .6. Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 ATTACHMENT 1 Prepared by: BlackDot Wireless 320 Commerce, Suite 200 lrvine, CA 92602 MEMORANDUM OF LEASE Return to: New Cingular Wireless PCS, LLC 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 A~n: AT&T Network Real Estate Administration Market: New York City/Northern NJ Cell Site Number: N109717 Cell Site Name: CN229/SOUTHOLD FA Number: 10074795 Address: Peconic Lane, Peconic, NY 11958 County: Suffolk MEMORANDUM OF LEASE This Memorandum of Lease is entered into on this __ day of ,200__, by and between the Town of Southold, having a mailing address at 53095 Main Road, PO Box 1179, Southold, NY 11971 (hereinafter referred to as "Landlord") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 12555 Cingular Way, Suite 1300, AIpharetta, GA 30004 (hereinafter referred to as "Tenant"). Landlord and Tenant entered into a certain Lease ("Agreement") on the 27th day of March, 1991, as amended by that certain First Amendment to Lease for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing is set forth in the Agreement. The initial lease term was ten (10) years ("Initial Term") commencing on the Effective Date of the Agreement, with two (2) successive five (5) year options to renew, which was extended by the First Amendment which commenced a new five (5) year Initial Term on April 1,201 l with five (5) successive five (5) year options to renew. 3. The land upon which the premises being leased to Tenant is located is described in Exhibit 1 annexed hereto. 4. This Memorandum of Lease is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Agreement, all of which are hereby ratified and affirmed. In the event of a conflict between the provisions of this Memorandum of Lease and the ATT Master Template_v.2OBDW v.1 .7. Cell Site No: N109717/CN229/SOUTHOLD WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 provisions of the Agreement, the provisions of the Agreement shall control. The Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written. WITNESSES: Print Name: PrintName: "LANDLORD" Town of Southold By: Print Name: Its: Date: Print Name: Print Name: "TENANT" New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: Print Name: Its: Date: ATT Master Template_v 20_BDW v I -8- Cell Site No: N109717/CN229/SOUTHOLD WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 LANDLORD ACKNOWLEDGEMENT REPRESENTATIVE CAPACITY STATE OF ) ) SS. COUNTY OF ) 1 certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the of , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: ATT Master Template_v.2OBDW v I -9- Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 TENANT ACKNOWLEDGEMENT STATE OF ) ) ss. COUNTY OF ) l certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of New Cineular Wireless PCS. LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: ATT Master Template_v 20_BDW v I -10- Cell Site No: N109717/CN229/SOUTHOLD WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 EXHIBIT I DESCRIPTION OF PROPERTY Page of to the Memorandum of Lease dated __., 200__, by and between the Town of Southold, as Landlord, and New Cingular Wireless PCS, LLC, a Delaware liability company, as Tenant. The Property is described and/or depicted as follows: ATT Master Template_v 20_BDW v I -11- RESOLUTION 2009-107 ADOPTED DOC ID: 4678 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2009-107 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 3, 2009: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the First Amendment to Lease and Memorandum of Lease between the Town of Southold and New Cingular Wireless PCS~ LLC~ successor in interest to Cellular Telephone Company, in connection with the renewal of the Lease regarding the Peeonic Lane cell tower site for a term of 60 months, commencing on April 1, 2011, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER: Vincent Orlando, Councilman AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE ("Amendment") dated as of the later date below is by and between the Town of Southold, having a mailing address at 53095 Main Road, PO Box 1179, Southold, NY 11971 (hereinafter referred to as "Landlord") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, successor in interest to Cellular Telephone Company, having a mailing address at 12555 Cingular Way, Suite 300, Alpharetta. GA 30004 (hereinafter referred to as "Tenant"). WHEREAS, Landlord and Tenant entered into a Lease dated March 27, 1991, whereby Landlord leased to Tenant certain Leased Premises, therein described, that are a portion of the property located at Peconic Lane, Peconic, NY 11958 ("Agreement"); and WHEREAS, Landlord and Tenant desire to extend the term of the Agreement; and WHEREAS, Landlord and Tenant desire to modify, as set forth herein, the rent payable under the Agreement; and WHEREAS, Landlord and Tenant, in their mutual interest, further wish to amend the Agreement as set forth below. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: 1. Term. The Term of the Agreement shall be amended to provide that the Agreement has a new initial term of 60 months ("New Initial Term"), commencing on April 1,2011. The Term will be automatically renewed for up to 5 additional 60 month terms (each a "Renewal Term") without further action by Tenant. Hereafter, the defined term "Term" shall include the New Initial Term and any applicable Renewal Term. 2. Termination. In addition to any rights that may exist in the Agreement, Tenant may terminate the Agreement at any time with 180 days prior written notice to Landlord for any or no reason. 3. Modification of Rent. Commencing on April 1, 2011, the rent payable under the Agreement shall be $3,200.00 per month, and shall continue during the Term, subject to adjustment, if any, as provided below. 4. Future Rent Increase / Renewal Term Increase. The Agreement is amended to provide that commencing on April 1, 2016, rent shall increase by fit~een percent (15.00%) and at the beginning of each Renewal Term, as applicable. 5. Memorandum of Lease. Either party will, at any time upon fifteen (15) days prior written notice from the other, execute, acknowledge and deliver to the other a reeordable Memorandum of Lease substantially in the form of the Attachment 1. Either party may record this memorandum at any time, in its absolute discretion. ATT M~ster Template_v.20_BDW v.I Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peeonic Lane, Peeonie, NY 11958 6. Acknowledgement. Landlord acknowledges that: 1) this Amendment is entered into of the Landlord's free will and volition; 2) Landlord has read and understands this Amendment and the underlying ' Agreement and, prior to execution of the Amendment, was free to consult with counsel of its choosing regarding Landlord's decision to enter into this Amendment and to have counsel review the terms and conditions of the Amendment; 3) Landlord bas been advised and is informed that should Landlord not enter into this Amendment, the underlying Agreement between Landlord and Tenant, including any termination or non- renewal provision therein, would remain in full force and effect. 7. Notices. Section 15 of the Agreement is hereby deleted in its entirety and replaced with the following: NOTICES. All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows: Tenant: New Cingular Wireless PCS, LLC c/o Network Real Estate Administration Cell Site # N109717, Cell Site Name CN229/SOUTHOLD (NY) Fixed Asset No. 10074795 12555 Cingular Way, Suite 1300 Alpharetta, GA 30004 With a required copy of the notice sent to AT&T Legal at: New Cingular Wireless PCS, LLC Atto: AT&T Legal Department Cell Site # N109717, Cell Site Name CN229/SOUTHOLD (NY) Fixed Asset No. 10074795 340 Mt. Kemble Avenue Morristown, NJ 07960 Landlord: Town of Southold 53095 Main Road PO Box 1179 Southold, NY 11971 Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein. 8. Other Terms and Conditions Remain. In the event of any inconsistencies between the Agreement and this Amendment, the terms of this Amendment shall control. Except as expressly set forth in ATT Master Template_v.20_BDW v.l -2- Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 this Amendment, the Agreement otherwise is unmodified and remains in full force and effect. Each reference in the Agreement to itself shall be deemed also to refer to this Amendment. 9. Capitalized Terms. All capitalized terms used but not defined herein shall have the same meanings as defined in the Agreement. [Signatures on Following Page] ATE Master Template_v,20_BDW v.1 -3- Cell Site No: N109717/CN229/SOUTHOLD WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 IN WITNESS WHEREOF, the parties have caused their properly authorized representatives to execute and seal this Amendment on the date and year below. LANDLORD: TENANT: Town of Southold Title: -~c.~"'~e~t'o~.5 i~ Title: Date: ~-- [~-a-~- O 7 Date: New Cingular Wireless PCS, LLC By: AT&T Mobility Corporation Its: Manager WITNESSED BY: By: Name: Title: ATT Master Template_v.20_BDW v.I -4- Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 LANDLORD ACKNOWLEDGEMENT REPRESENTATIVE CAPACITY STATE OF flJe_~3 YO~'[~ ) COUNTY OF .~oL i~//~ ) SS. I certify that I know or have satisfactoty evidence that .'~C,,~/-~ /'~../~Cn(~C/~sthepersonwho appeared before me, and said person acknowledged that said person sighecl this in~Imment, ~n oath stated that said person Was authorized to execute the instrument and acknowledged it as the ~-p~]0,/'4~ ~c~ of ~r'y4r~t~ ~ ~ , to be the free and volantary act of such party for th~ e uses and purposes mentioned in the instrument. DATED: Notary Seal LINDA d COOPER NOTARY PUBLIC, State of New Yor[ NO. 01GO4822563, Suffolk Coun~ Term Expires December 31,20 /~ (Signature of Notary) _ (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: /,~ - 0/- ATT Master Template_v.20_BDW v,l Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 TENANT ACKNOWLEDGEMENT STATE OF ) ) SS. COUNTY OF ) 1 certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of New Cineular Wireless PCS. LLC. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: ATt Ma~ter Template_v.20_BDW v. I -6- Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Pec°nic Lane, Peconic, NY 11958 ATTACHMENT'I Prepared by: BlackDot Wireless 320 Commerce, Suite 200 Irvine, CA 92602 MEMORANDUM OF LEASE Return to: New Cingular Wireless PCS, LLC 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 Arm: AT&T Network Real Estate Administration Re: Market: New York City/Northern NJ Cell Site Number: N109717 Cell Site Name: CN229/SOUTHOLD FA Number: 10074795 Address: Peconic Lane, Peconic, NY 11958 County: Suffolk MEMORANDUM OF LEASE This Memorandum of Lease is entered into on this __ day Of ~ 200~, by and between the Town of Southold, having a mailing address at 53095 Main Road, PO Box 1179, Southold, NY 11971 (hereinafter referred to as "Landlord") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 (hereinafter referred to as "Tenant"). Landlord and Tenant entered into a certain Lease ("Agreement") on the 27th day of March, 1991, as amended by that certain First Amendment to Lease for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing is set forth in the Agreement. The initial lease term was ten (10) years ("Initial Term") commencing on the Effective Date of the Agreement, with two (2) successive five (5) year options to renew, which was extended by the First Amendment which commenced a new five (5) year Initial Term on April 1,2011 with five (5) successive five (5) year options to renew. 3. The land upon which the premises being leased to Tenant is located is described in Exhibit I annexed hereto. This Memorandum of Lease is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Agreement, ail of which are hereby ratified and affirmed. In the event of a conflict between the provisions of this Memorandum of Lease and the ATT Master Template_v.20_BDW v.1 -7- Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 provisions of the Agreement, the provisions of the Agreement shall control. The Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written. WITNESSES: Print Name: Print Name: "LANDLORD" Town of Southold By: Print Name: Its: Date: Print Name: Print Name: "TENANT" New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: Print Name: Its: Date: ATt Master Template_v.20_BDW v.l Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 LANDLORD ACKNOWLEDGEMENT REPRESENTATIVE CAPACITY STATE OF ) ) COUNTY OF ) SS. I certify that 1 know or have satisfactory evidence that is the pemon who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the of , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Notary Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: ATF Master Template_v.20.~BDW v.I Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peconic Lane, Peconic, NY 11958 TENANT ACKNOWLEDGEMENT STATE OF ) ) SS. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instmmant, on oath stated that he was authorized to execute the instrument and acknowledged it as the of New Cineular Wireless PCS. LLC. to be the free and voluntary act of such party for the uses and purposes mentioned in the instmmant. DATED: Notmy Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: ATT M~ster Template_v.20_BDW v. 1 - 10- Cell Site No: N109717/CN229/SOUTHOLD_WS-28747 FA No: 10074795 Site Address: Peeonie Lane, Peeonie, NY 11958 EXHIBIT 1 DESCRIPTION OF PROPERTY Page __ of__ to the Memorandum of Lease dated ,200.~, by and between the Town of Southold, as Landlord, and New Cingular Wireless PCS, LLC, a Delaware liability company, as Tenant. The Property is described and/or depicted as folloWs: ATT Master Template_v.20_BDW v. 1 -11- Prepared by: BlackDot Wireless 320 Commerce, Suite 200 lrvine, CA 92602 Return to: New Cingular Wireless PCS, LLC 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 Attn: AT&T Network Real Estate Administration Market: New York City/Northern NJ Cell Site Number: N109717 Cell Site Name: CN229/SOUTHOLD FA Number: 10074795 Address: Peconic Lane, Peconic, NY 11958 County: Suffolk MEMORANDUM OF LEASE This Memorandum of Lease is entered into on this __ day of ,200__, by and between the Town of Southold, having a mailing address at 53095 Main Road, PO Box 1179, Southold, NY 11971 (hereinat~er referred to as "Landlord") and New Cingular Wireless PCS, LLC, a Delaware limited liability company, having a mailing address of 12555 Cingular Way, Suite 1300, Alpharetta, GA 30004 (hereinafter referred to as "Tenant"). Landlord and Tenant entered into a certain Lease ("Agreement") on the 27th day of March, 1991, as amended by that certain First Amendment to Lease for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing is set forth in the Agreement. The initial lease term was ten (10) years ("Initial Term") commencing on the Effective Date of the Agreement, with two (2) successive five (5) year options to renew, which was extended by the First Amendment which commenced a new five (5) year Initial Term on April 1,2011 with five (5) successive five (5) year options to renew. 3. The land upon which the premises being leased to Tenant is located is described in Exhibit 1 annexed hereto. This Memorandum of Lease is not intended to amend or modify, and shall not be deemed or construed as amending or modifying, any of the terms, conditions or provisions of the Agreement, all of which are hereby ratified and affirmed. In the event of a conflict between the provisions of this Memorandum of Lease and the provisions of the Agreement, the provisions of the Agreement shall control. The Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, subject to the provisions of the Agreement. -1- IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease as of the day and year first above written. WITNESS7; .~~.~,~ Print N am e ."~t~~ Prifit Name: ~r~ f,d.f~,- "LANDLORD" Town of Southold~ Print Name: Its: ~a~ "TENANT" New Cingular Wireless PCS, LLC, a Delaware limited liability company By: AT&T Mobility Corporation Its: Manager By: Print Name: Its: Date: -2- LANDLORD ACKNOWLEDGEMENT REPRESENTATIVE CAPACITY STATE OF//~.,~) Y~'~) I certify that I know or have satisfactory evidence that '~t'~ ,.~. ~57t.~r,5' ~//is the person who appeared before me, and said person acknowledged that said pe~on signed ;~h~s i'pslrUm~nt, on oath 'statel:l that said person was authorized to 9xecute the i.3str~lment and acknowledged it as the ~-~/t>:r ~/.~ ~tS~ O~-~t'o~ of ~t? m ~:~',~ m,-~/J · r~ ,~'x¢ ~.~ , to be the free and voluntary act of such party for the uses and purposes ~ /mentione~t in the ~nsh~ument. DATED: Notary Seal LINDA J COOPER NOTARY PUBLIC, State of New York NO. 01CO4822563, Suffolk Coun~.~-~ Term Expires December 31,20 fL... (Signa[u(e of Notary)(/ ' ~-la-'~,6z -,T:- ~.00 ,~£/~, (Legibly Print or Stamp Name of Nota~) Notary Public in and for the State of My appointment expires: -,2 -.9/~ -3- TENANT ACKNOWLEDGEMENT STATE OF ) ) SS. COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the of New Cineular Wireless PCS. LLC. to be the free and voluntary act of such party for the uses and purposes mentioned in the instmment. DATED: Notary Seal (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary Public in and for the State of My appointment expires: -4- EXHIBIT 1 DESCRIPTION OF PROPERTY Page of __ to the Memorandum of Lease dated ,200~, by and between the Town of Southold, as Landlord, and New Cingular Wireless PCS, LLC, a Delaware liability company, as Tenant. The Property is described and/or depicted as follows: -5- ~W~-~9~ I Request for Taxpayer ~J i Identification Number and Certification IGive fson to the requester. Do not send to the IRS. Check appmpeate b(:¢<: [] $~e ~'oprk~- tJ~n [] paltnership [] Other ~- ................. ? ' Req43e~er's name er~ addres~ (opU~eQ aa T.x,r~ye~ Identification Number (TIN) Enter your TIN in the appropr~ta box. For individuals, this is your s~. iai security hum .b? (SSN),. Social secu~y number 14Ovvever. for page 3. For oif~q* entifias, it is yeur ~rnploya* identificatien number (~IN~. if you do not have a number, see i.k~w to Oe{.a TiN en page 3. or to enter.N°te; if the account is in more than one ceme, see the chazt on page 4 f~r guidelines on w~ ~ Erflpio~er ieall~d~.~, p~maer~ n..~ralla CerUlication Under penalties of p~rjury, I ca~y tYmt: 1, The ~umber shown on this form is my c~Tect taxpa3~' identification number (or I am waiting for a number to be issued to me), end 2. I am not subjeot to backup withholding because: (a) I am exempt Eom backup withholding, or ~) I have not been notJaed by the Intacel Revenue Se[vice (IRS) that I am subject to backup withholding as a result of a failure to report all ifite'ast er dividends, or (c) the IP.S has notif'~d me that I am no longer subject t~ backup w~lflholding, and 3. I am a U.S. person (ldduding a U.S. resident alien), Cere3icefion inslJ~c~ens. You must cross out item 2 above if ~ have been nct~nd by the IRS that you are cur~lt~ su~ect to backup _ withholding because you have failed to report all interest and diwdends on 3~our tax rerun1 Fo~ real estate b-ensactJcfls, item Z does not For mertgage interest paid, acquisition or abendcomeot of secured pmpmty, cencellatJen of de~t, corr~!buflons to ~ ~.divid,ua[ retirement amangement (IRA), a~ generally, payments o~her 1hen ~ and dividends, you are n~. required to s~gn the CartiflcetJen, DUi ~ou must pro~Ade ~our correct TIN. (See the hstnJctions c~ Purpose of Form A person who i~ required to flte an information return with the IRS, must obtain your correct taxpayer identifleetion number {TIN) to repo~ for example, income paid to you. real · estate a'ansections, mortgage interest ~ou paid, acquisition or abandonment of secun~l property, cancellation of debt, or contributions you made to an iRA. U.S. person. Use Form W-9 only if ~'ou are a U.S. person {including a resident allen), to provide your co(rest TIN to the person requesting it (the requester) and, when applicable, to: 1. Ceitify that the TIN you are giving is correct (or you are waiting foe a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. Note: ff a requester gives`you a form other tha_,n Form W-$ to request your TIN, .you must use the requester s form if it is substantial{y similar to this Form W-9. Foreign person. If you are a foreign person, use the appropriate Form W-8 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nooresident alien who becomes a resident a~en. Generally, only a nomesident alien individual may use the terms of a tax treaty to reduce or eliminate U,S, tax on certain types of income. H~ever, most mx treaties contain a provision known as a "saving clause.' Exceptions specffied in the saving clause ma}' permit an exemption from tax to continue for certain types of income even alter the recipient has otherwise become a U:S. resident alien for tax purposes. If you are a U,S, resident alien who is relying on an exception contained in the saving clause of a tax treabj to claim an exemption from U.S. tax on certain types of income, .you must attach a statement that specifies the following five items: 1. The teaety country. Ger~'aily, this must be the same treaty under which .you claimed exemption from tax as a nonresident alien· 2. The treaty article addressing the income. 3, The article number (or location) in the tax treaty that contains the saving clause and its exceptions, 4. The type and amount of income that qualifies for the exemption from tax. S. Sufficient facts tojustIfy the exemption from tax·under the terms of the tmet7 article. CaC No. 10231X Fon'n W-9 [Rev. %2003) CERTIFICATE OF INCUMBENCY AND AUTHORITY Complete Organization Name: "~t_ ~"~c- .~tD OL~a:>/~ TypeofEntity: ~&~( ~~[~o ~ The undersigned members and/or owners and/or shareholders and/or employed management and/or officers of the organization referenced above hereby certify that the individual(s) named below are all members and/or owners and/or shareholders and/or employed management and/or officers of the said organization: Andthat _'~(~c~. ?~/_ ./~.t.,6~e(~i[ntname)..~c,'~fa~. (print title), has the authority to sign, seal, deliver, negotiate, accept and enter into agreements, contracts, purchases and other instruments or documents by and on behalf of said organization in accordance with the agreement of said organization and under the authority of the said organization, and that any of the foregoing actions taken by the person referenced above on behalf of said organization with New Cingular Wireless PCS, LLC, a Delaware limited liability company and/or its subsidiaries and affiliates and the officers, directors and employees of each, is hereby adopted, ratified and confirmed by the said organization. WITNESS our hands as ofthe ~dayof t~4¢,<c~fir ,20.__~ TITLE: SIGNATURE: PRINT NAME: TITLE: