HomeMy WebLinkAboutMattituck F.D. Lease 1
2 LEASE AGREEMENT
3
4 THIS LEASE AGREEMENT("Lease"),dated as of the latter of the signature dates below(the"Effective Date"),Is made as of
5 this /(p day of May, 2011 by and between MATTiTUCK FIRE DISTRICT,a New York municipal corporation, having an
6 address at 1000 Pike Street, Mattituck, NY 11952-3236 ("Lessor") and ELITE TOWERS, LP, a Pennsylvania limited
7 partnership,having an address at 87 North Industry Court,Suite J,Deer Park,New York 11729("Lessee"),
9 WHEREAS,Lessor is the owner or holds the Leasehold interest in the property located 100,Q1%ke Street,Mattituck,
10 NY 11952-3236,more particularly described In Exhibit A annexed hereto and made a part hereof.(the'�f?operty'or"Site
11 and ^"
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13 WHEREAS, Lessee will enter Into an agreement(the "Subleases")with wireless+.telecornmurritalon providers,to
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14 provide and secure broadband wireless service("Wireless Services");and
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16 WHEREAS,Lessee desires to have an exclusive Lease from Lessor of a certain portion of11' -e 54t4`16 order to install
17 and construct certain communications facilities for Lessee's sole and exclusive usemas more particularly described herein
18 "Leased Space"or"Premises„
19 � -r4 h,
20 1. OPTION TO LEASE:
21 1
22 A. Lessor grants to Lessee an option (the Option ) to leiise a�,certaini`portlon of the Property containing
23 approximately 2,500 square feet including the air space above suit:he neat st uti ground space as described on attached
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24 Exhibit B,together with unrestricted access for Lessees uses fromGe t public right-of-way along the Property to the
25 Premises as described on the attached Exhibit B. -`b t`
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27 e. During the Option period and any extensiorr�•thgre6f;';5n�Pdurinithe term of this Agreement,Lessee and its agents,
28 engineers,surveyors and other represen6tives wilt havel the right to!enter upon the Property to inspect,examine,conduct
29 loll borings, drainage testing, mater�al;sampling;r radlo frequency'esting and other geological or engineering tests or
30 studies of the Property (collectiveiy 'tf ij;Tests"), to,apply„for and obtain licenses, permits, approvals, or other relief
31 required of or deemed necessary or appropriate at Lessee's sole discretion,with prior notification to Lessor,for Its use of
32 the Premises and Include,without limitation,appllcatlons for zoning variances,zoning ordinances,amendments,special use
33 permits, and constru'-tion permits (collectively, tlie,,"Government Approvals"), initiate the ordering and/or scheduling of
34 necessary utilities,and otherwise ta,do those things'bn or off the Property that,In the opinion of Lessee, are necessary In
35 Lessee's sole discretion to determig,� the physical condition of the Property, the environmental history of the Property,
36 Lessor's title to;the Property and tthe feas{bliity or suitability of the Property for Lessee's Permitted Use, all at Lessee's
37 expense. Lessee will nAe I1abW,to,Lesso{,or any third party on account of any pre-existing defect or condition on or with
38 respect to t6"Proper y,whe'lher or n'6 such defect or condition 1s disclosed by Lessees Inspection. Lessee will restore the
39 Pro pegy to its 4rldition as it exlsfieYd.at the commencement of the Option Term (as defined below), reasonable wear and
40 tear ap8,casualty niot caused by Lessee excepted, Access during the Option period shall not Interfere with the operations of
41 the Lessor. In additiorr,Lessee;s all indemnify,defend and hold Lessor harmless from and against any and all Injury, loss,
42 damage orcl,aiirnsadsing d)rectly out of Lessee's Tests.
43 ,w,„
44 C. In corrsideratlon of Lessor granting Lessee the Option,Lessee agrees to pay Lessor the sum of
45 within thirty(30) business days of the Effective Date, The Option will be for an initial term of
46 two(2)years commencing on the Effective Date(the"Initial Option Term")and may be renewed by Lessee for an additional
47 two (2) years upon written notification to Lessor and the payment of an additional
48 �no later than ten(10)days prior to the expiration date of the Initial Option Term.
49
50 D. The Option may not be sold,assigned or transferred without the written consent of Lessor,such consent not to be
51 unreasonably withheld,conditioned or delayed unless such transfer is to an affiliate of Lessee.From and after the date the
52 Option has been sold,assigned or transferred by Lessee to a third party agreeing to be subject to the terms hereof,Lessee
Site Name:Mattituck Fere District
Site Address:SC100 Pike Str-et,Mattituck,NY
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53 shall immediately be released from any and all liability under this Agreement,including the payment of any rental or other
54 sums due,without any further action.
55
56 E. During the Initial Option Term and any extension thereof, Lessee may exercise the Option by notifying Lessor in
57 writing. If Lessee exercises the Option then Lessor leases the Premises to the Lessee subject to the terms and conditions of
58 this Agreement. If Lessee does not exercise the Option during the Initial Option Term or any extension thereof, this
59 Agreement will terminate and the parties will have no further liability to each other.
60
61 F. If during the Initial Option Term or any extension thereof, or during the term of this Agoe�rnent if the Option is
62 exercised,Lessor decides to subdivide,sell,or change the status of the zoning of the Premises(4foperEyrt r any of Lessor's
63 contiguous, adjoining or surrounding property (the "Surrounding Property," which includes Ithor limitation) the
64 remainder of the structure)or in the event of foreclosure,Lessor shall immediately notify Lessee Inl,t�.'g. Any sale of the
65 Property shall be subject to Lessee's rights under this Agreement. Lessor agrees that durl6g the Initlali on Term or any
66 extension thereof,or during the Term of this Agreement If the Optlon Is exercised,Lessor shat initiate's consent to any
67 change in the zoning of the Premises,Property or Surrounding Property or Impose or consent tqany other restriction that
68 would prevent or limit Lessee from using the Premises for the uses intended by,),essee as he'Aip �.�;r .`tet forth in this
69 Agreement
70a, °,
71 2. LEASED SPACE AND PREMISES: Lessor shall lease,and hereby leas$5,,,ttr Lessee appl`bxlmaXely 2,500 square feet
72 of space,at a mutually agreeable location,as depicted in Exhibit A attached here',o within ti�eaproperty commonly known as
73 1000 Pike Street,Mattituck,NY 11952-3236,County,tax map parcel/p,rrrdpe'ry ld�r�tificatian'number District:1000 Black:
74 03 Section:140 Lot:11.1 and located In the Town of Southold with the'egal Mcripti&hset forth in Exhibit B attached.
75 Lessor also hereby grants to Lessee the right to survey the Leased�Spac%#t Wssee's,cost The survey will automatically
76 replace Exhibit A and be made apart hereof. The Leased Spacg leg J4� cii�AAgdl #€1ity easement set forth in the survey will
77 replace any parent parcel description set forth in Exhibit B as t0 s lt#becontt�s vallable. In the event of any discrepancy
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78 between the description of the Leased Space contained Ore qln and th!Atipmy,the survey will control.The Leased Space will
79 be utilized to construct,support and operate a wir les cpmrriirn)6tllonifidllty,including a communications tower,
80 antennas,cables,and related structures abd 1mprWeme`1k6 collectively the"Structures"),including the uses as permitted
81 and described In Section 3 of this Leas ;`aj.d for anyiother pur�ose wtti;the Lessor's prior written consent which shall not be
82 unreasonably withheld,conditioned,br el yed. fa,i9
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84 3. PERMITTED USE: t
85
86 A. The Leased pac, may be used` by Lessee solely for the transmisslon and reception of radio
87 communicatl�n signls and for the construction,installation, operation,maintenance,repair,removal or
88 Jepiat:ernpnt O rpjat?d f4cilities,including,without llmitation,tower/monopole/flagpole and foundation,
$9 6anterifta'st.� 11nei3,xrgic'ro',' ve dishes, equipment shelters and/or cabinets and related equipment
90 ("Fact li ti es'J°„
91 � °�
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92 B. L' ssee, at=,Lessee's'expense, may use any and all appropriate means of restricting access to the Leased
93 w w� Space,inefuding,without llmitation,the construction of a fence.
94
95 C °.. Lessee must,at Lessee's sole expense,comply with all laws,orders,ordinances,regulations and directives
97 �d� R
► plt�,pble Federal, State, County, and Municipal authorities or regulatory agen es, Including the
� ral Communications Commission ("FCC'), relating to Lessee's use of the Leased Space as a
98 communications facility,including the installation of required warning signage.
99
100 D. Lessee and Its agents,engineers,surveyors and other representatives will have the right to enter upon the
101 Premises to inspect, examine, conduct soil borings,drainage testing, material sampling, radio frequency
102 testing and other geological or engineering tests or studies of the Premises(collectively,the "Tests"),to
103 apply for and obtain agreements,permits, approvals,or other relief required of or deemed necessary or
104 appropriate at Lessee's sole discretion for Its use of the Leased Space and include, without limitation,
105 appllcatlons for zoning variances,zoning ordinances, amendments,special use permits,and construction
Site Name:Mattituck District
Site Address:1000 Pike Street,Mattituck,NY
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106 permits (collectively, the"Government Approvals"), Initiate the ordering and/or scheduling of necessary
107 utilities, and otherwise to do those things on or off the Premises that, in the opinion of Lessee, are
108 necessary in Lessee's sole discretion to determine the physical condition of the Premises, the
109 environmental history of the Premises,Lessor's title to the Premises and the feasibility or suitability of the
110 Leased Space for Lessee's Permitted Use,all at Lessee's expense. Lessee will not be liable to Lessor or any
111 third party on account of any pre-existing defect or condition on or with respect to the Premises,whether
112 or not such defect or condition Is disclosed by Lessee's inspection. Upon completion of the Tests,Lessee
113 will restore the Premises to Its condition as it existed at the commencement of the Tests reasonable wear
114 and tear and casualty not caused by Lessee excepted. In addition, Lessee sh#)'inozemnify, defend and
115 hold Lessor harmless from and against any and all Injury, loss, damage or c)4€ms arl4ing directly out of
116 Lessee's Tests. f iii;.. �By
117f
118 E. Neither Lessor, nor Its successors or its assigns,will use or suffer or perrpit another*son,corporation,
119 company, or other entity to use the Premises or any adjacent parcel of la9J now or h'er,eeafter owned,
120 leased or managed by Lessor,Its successors or assigns,for the uses permitted herein or othr uses similar
121 thereto. `
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122m
123 F. Lessee shall construct an extendable tower on the Lease Spaqeorfpgrssijl�.suture expansion of the Site to
124 a minimum of one hundred and twenty(120')above grade
125 �r .I
126 4. TERM:
127
128 A. The term of this Agreement shall be thirty(30)ygars-c enngon the date of commercial operation
129 of the Leased Space("Commencement Dat ;).
130 tP°q:li �4
131 B. This Lease shall be renewed for Four Mliddi#l''A'a"In'd fits(each"Extension Terms")of five(5)years each
132 upon the mutual agreement of Lessprtanaesse,
134 C. If Lessee remains 1941'riglthe
tsession AIM Lease Space after the termination of this Lease,then Lessee will be
133t 0
135 deemed to be ocduLeaskSpace'bq' a month-to-month basis("Holdover Term"),subject to the
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136 terms and conditions of tdgl ,tLease,
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138 D. The Initial Term,Extenslon Term*d Holdover Term are collectively referred to as the Term("Term
139 ' .
140 5. FEES:
141
142 A,a
143 , "lesse`OiS pll paytosor, ("Lease Fee"). if
the�(nitial T
IB a" erm or`erVtitension Term does not begin on the first day or end on the last day of a month,
144 i1" Pthe Leosp Fee,for,that partial month will be prorated by multiplying the monthly Lease Fee by a fraction,
]45 the�.numerator 'of which is the number of days of the partial month included in the Initial Term or
146 , Extension Tenn and the denominator of which Is the total number of days in the full calendar month.
147 �8,u!�
148 B. "'.t, Leszee's monthly Lease Fee shall include a certification of the subleases comprising the Lease Fee. Upon
149 !Iqutst by Lessor, Lessee shall provide copies of all executed sublease agreements and Lessee's
150 accounting records of rents received from sublessees. Upon request and during reasonable business
151 hours,Lessor may audit Lessee's rent received from sublessees.
152
153 6. TERMINATION:
154 M
155 A. Lessee shall have the right to terminate this Lease(1)upon not less than ninety(90)days'notice to Lessor,
156 at any time; and (ii) upon not less than thirty (30) days' notice to Lessor, if(a) any Governmental Approval
157 required for Lessee's use of the Leased Space Is rejected or withdrawn (notwithstanding Lessee's diligent
158 efforts to obtain and/or maintain such Governmental Approval), (b) Lessor shall default In any of Its
Site Name:Mattltuck Fire District
Site Address:1000 pike Street,Mattituek,NY 10
159 obligations hereunder,Including,without limitation any obligation to maintain and repair the Premises or the
160 Leased Space, (c) if any equipment Installed on the Premises after the Commencement Date unreasonably
161 interferes with Lessee's equipment installed on the Leased Space (d) Lessee determines that technical
162 problems or radio interference problems from other antennas or from nearby radio transmitting facilities,
163 which problems cannot reasonably be corrected, Impair or restrict Lessee from using the Leased Space for
164 Lessee's intended purpose; (e) Lessee determines that it does not have acceptable and legally enforceable
165 means of Ingress and egress to and from the Leased Space; (f) Lessor does not have legal or sufficient
166 ownership of or title to the Leased Space or Premises or the authority to enter Into this Lease; (g) utilities
167 necessity for Lessee's contemplated use of the Leased Space are not available�,)(�IjAhe Leased Space is
168 damaged or destroyed to an extent which prohibits or materially Interferes with;111 seeiase of the Leased
169 Space or Lessee's equipment and attachments thereto;(i)the Premises now or hereafter confains a Hazardous
170 Material; Lessee is unable to obtain a Subordination, Nan-dlsturbance,+and Attorr ''eittu�flgreernent; (k) a
171 material default by Lessor occurs; (1)Lessor fails to perform any of the mater.jal covenantswqr provisions of this
172 Lease or if any representation or warragty contained herein Is found to be untr'to m)the Leased Space Is the
173 subject of a con dem nation proceeding dr taking by a governmental authority,or 4411-governmS'ntal authority
174 with the power of condemnation, or 1f the Leased Space is transferredJn lieu of conies r>r�tr'4an(rent will be
175 abated during the period of condemnation or taking);(n)if Lessee def ermines,in Its soie"�'scretion,that It will
176 be unable to use the site for any reason. In the event of termite atidii� yll, Ss,ee b t suant to this provision,
177 Lessee will be relieved of all further liability hereunder. Any reel of fees paid prior,to th'e termination date will
178 be retained by Lessor.In the event.Lessor falls to perform its,obl?&eons undgr tfi Leasb for any reason other
179 than Lessee's breach, Lessee may pursue all remedies wa)Iable'At law A'n in equity. Lessor hereby
180 acknowledges that Lessee will Incur significant expegsesl reCkei ce on tl i�Lease,and therefore agrees to pay
181 Lessee for all consequential damages which Lessee%;All sufi'pyjas a result oaf Lessor's breach.
182
183 B. Lessor shall have the right to terminate this Lease If�LesI,ee fails tb attain Government Approval for a tower
184 height of at least one hundred(100')feet abd a gr'dunu�.e �
186 7. ACCESS:
187 F„
188 A. Before the Commencement Date U�this Leal ,Lessee shall have access to the Site to conduct the Tests.
1899 a".?
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190 B. In connectlon with the cons`c vion and"Instailation of Lessee's Facilities Lessee shall have access to
191 Lessor's electric power and telepi{one lines,together with any other necessary connecting appurtenances,
192 as well as any;Waser ent necessarylo) connect the foregoing services to Lessee's Facilities.
193
194 C. a,At Alttlrt is duJng�the Term of this Lease,Lessee shall have twenty-four(24)hour per day,seven(7)day
195 k , per 44;e k,alccesito the, for the construction, installation, maintenance, replacement, modification,
196 „� upgrade, speratlon,'and'removal of Lessee's Facilities as necessary or desirable to provide the Wireless
197 ,. f Servic�',y
198
199 8. CaNS7ucrIGN AN ALTERATION.
200 ;
201 A. 'W .,, Prior.,,to the commencement of initial construction and any subsequent material alteration of the
202 f acl0fis, Lessee must submit to Lessor work plans, including any subsequent additions or revisions,
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203 fl'drifectiveiy, "Plans") for Lessor's approval. Lessor must approve all such Plans by written response to
244 Lessee within thirty(30) days following receipt of the Plans from the Lessee. If Lessor fails to provide a
205 written response within thirty (30) days following receipt of the Plans from Lessee, the Plans shall be
206 deemed accepted by Lessor.
207
208 B. Lessee's construction, installation, maintenance, replacement, modification, upgrade, operation, and
209 removal of the Facilities on the Leased Premises must meet or exceed standards for such work.
210
Site Name:MattltuCk Fire INstrict
Site Address:1000Pike Stre A,Mattituck,NY
p.
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211 C. Lessee shall Install its own electrical utilltles and meter at Lessee's expense,and may Improve the present
212 utilities on the Premises as may be necessary. Lessor agrees to use reasonable efforts to assisting Lessee
213 to acquire necessary utility service. Lessee shall install separate meters for utilities used on the Leased
214 Space by Lessee. Lessee shall have the right to install necessary conduits from the Leased Space to the
215 point of connection within the Premises. Following installation of a separate meter Lessee shall receive
216 monthly utility bills directly from utility provider.
217
21$ 9. INTERFERENCE: Lessor and Lessee shall not, and shall not permit others, to install new equipment or make
219 changes to existing equipment at the Site if such Installations or changes will cause InterfertiLriCe with either parry's
220 operations at the Site. In addition,all telecommunications agreements affecting the Site entereiaf In after'xhe Effective Date
221 of this Lease, which authorize persons to engage in communications transmission activities SCi, r about the Site, shall
222 require that such activities be conducted in a manner which will avoid Interference with;the permii<fednu'se of the Site. In
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223 the event any such interference occurs,the offending party shall cause such interferente.'tn be elimi?nated within twenty-
224 four(24)hours after notice of such interference. In the event that any such interference do`Os�pot cease Nn twenty-four
225 (24) hours after notice of such interference, then such Interference will be deemed to unreasonably interfere with
226 equipment Installed on the Property and the aggrieved party will have the right,iii dditlon to a" th' 'rights they may
227 have at law or in equity,for material breach of this Lease,to elect to enjoin such�1'nterference or toterminate this Lease
22$ upon written notice to the offending party in accordance with this Lease.
229
230 10. APPROVALS: Lessee shall obtain all leases,permits,certificates,an&° Cher approya�j' equlred by federal,state or
231 local authorities for the foregoing uses and improvements to the Lea;Qd#5pace("Governrir l Approvals"). Lessor agrees
232 to cooperate with Lessee In Lessee's efforts to obtain the Governmental Ap�r6vals.' on request from Lessor,Lessee shall
233 provide Lessor with a complete list of any and all application(s) r9uit0j` r a Ggvernment Approval filed by Lessee or Its
234 agent,in connection with the occupancy and use of the Site asycont, PIA4A trgrelrr
235
236 11. COVENANTS AND WARRANTIES:
237
23$ A. Lessor covenants andyvi4rants 'a'tr(�)`L?essee�o�, transferee permitted hereunder,upon the payment
239 of the Lease fee anJ�pejformancA,of all the��terms;covenants and conditions under this Lease,shall have,
240 hold and enjoy thR' as �pace dgr�,ttg thei erm or any renewal or extension hereof. Lessor will take no
241 action that is not expressly permitted+bytt)'S Lease Agreement that will Interfere with Lessee's intended
242 use of the Leased Space, nar'VV",ll Lessor iail to take any action or perform any obligation necessary to
243 fulfill Lessor's covenant to Lesseeipf quiet enjoyment In accordance herewith; (11) no part of Lessee's
244 Facilities constructed, installed, maintained, replaced, modified, upgraded, or operated on the Leased
245 Space will become,'or'be considered as being affixed to or a part of,the Site,It being the specific intention
246 of thh:4gssor't6atill improvements of every kind and nature constructed 4r installed on the Leased Space
247 �'°by Lessee.hwill brt� rrri;aln the property of the Lessee and may be removed by Lessee at any time on or
24$ `'""l y bdf�p ter ipation or-expiration of this Lease.
249 �, �Yxrtr
250 }!"B. Leaseeand Lesso"Pwarrant to each other that: (1) each has full right, power,and authority to enter into
251 10 A thlSrL`�ase �Cii).this making of this Lease and the performance thereof will not violate any laws,ordinance,
252 ` '� ��� rest,lcti'Ve covenants, or other agreements under which such party is bound and does not require the
253 `y;. consent d'r approval of any person or party;(iii)each party Is qualified to do business in the State of New
254 a-Yorke nd(Iv)all persons signing on behalf of each party were authorized to do so by appropriate action.
255 ,rj `
256 12, SUBORDINATION:if the Site Is or becomes encumbered by a deed to secure a debt, mortgage, or other security
257 Interest, Lessor shall use all reasonably efforts to provide Lessee within 60 days a mutually-agreeable Subordination,Non-
25$ Disturbance and Attornment Agreement.
259
260 13. REPAIRS AND MAINTENANCE: Lessee shall,at Lessee's sole expense,keep and maintain the Leased Space in good
261 condition,reasonable wear and tear and damage from the elements excepted. Lessor shall maintain and repair the Site
262 and access thereto in good condition, subject to reasonable wear and tear and damage from the elements. If Lessee is
263 unable to use the Leased Space because of required repairs on the Leased Space,then,In addition to any rights that Lessee
Site Name:Mattltuck Fire District
Site Address:1000 Pike Street,Mattituck,NY 10
264 may have pursuant to this LEASE,Lessee may immediately and temporarily install on the Leased Space or an unused portion
265 of the Site, Lessee's Facilities while Lessor makes repairs to the Leased Space. Lessee may temporarily Install Lessee's
266 Facilities on an unused portion of the Site designated by Lessee, subject to Lessor's consent, which may not be
267 unreasonably withheld.
268
269 14. WAIVER OF,LiENS:
274
271 A. Lessee and its sublessees will not subject Lessor's Property or interest in the Leased Space to any lien,
272 mortgage,security agreement or any other encumbrance whatsoever. If any tijenuor other I charge or
273 order for payment of money will be flied as a result of the act or omissionifo essr any sublessee,
274 Lessee will cause such lien, charge or order to be discharged or appropriaitl�y bonHd or otherwise
275 reasonably secured,("Secured") within thirty (30) days after nottce#rom Less' f. Lessee shall
276 Indemnify and hold Lessor harmless from all liabilities and costs to t e,extent r In directly from
277 Lessee's failure to timely secure same.Lessee and sublessees may grant a s rity Interettjn the Facilities
278 and Lessee may grant a leasehold mortgage In Its Interest in the Lease. 1
279 kh, ���Ix
280 B. Lessor will not subject Lessee's interest in the Leased Space or 011a,Facilities to any me"chanic"s lien or any
281 other lien whatsoever. If any mechanic's lien,other lien,chalrgevol o yd%for trent of money will be
282 filed as a result of the act or omission of Lessor, Lessoq ,111 cause suc�ti Hien,^charge or order to be
283 discharged or appropriately bonded or otherwise reason abl ,Secured("Se�u[ed"''thin thirty(30) days
284 after notice from Lessee thereof. Lessor shall inderliriify'�aM h qd essee 6rmless from all liabilities and
285 costs to the extent resulting directly from Lessor's fallure tc', mely secure same.
286
287 15. TAXES; ate d f�a►+ �,,7 rg
288
289 A. Lessee shall be solely responsible and Shall tl(nelykp +)ail personal property taxes levied and assessed
290 against it or its Facilities. Less or,shaUl p ay4 Il,.pies assessed against the Site except in the event that an
291 increase in the real proobrty tariesRof f*,6lteiIs 410ectly attributable to Lessee's Facilities only for so long
292 as the Lease remalnstl`reffect. L'e�ssee sQithen pay that portion of the real property taxes.Lessor shall
293 timFly submit a copy of ibe.,tax bil,4nd request for reimbursement to the Lessee.
294
295 B, Lessor shall, within seven 0j,"5 ays of recelpt of notice of any Increase in taxes, assessments, or other
296 charges,send a copy of such no c'enby certified mail,return receipt requested,to Lessee. If Lessor falls to
297 give Lessee su&hotice as set foA'above,Lessor will be responsible for payment of any Increases and
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298 Lessee shall 'ave 6p"Option to pay the same and deduct such payment from Lease Fee or any other sums
299 next4uOAt the,reclubst of either LFssee or Lessor,the other shall provide evidence of payment of taxes.
300 r „
301 16, INCIEMNikATION.,' .a h"
302
303 ,J,^'A. Lessee agt, es t`o` 6clemnify, defend and hold Lessor harmless from and against any and all Injury, loss,
304 �;, damage olllability (or any claims In respect of the foregoing), costs or expenses (Including reasonable
305attorn�ys'p fees and court costs) arising directly from (1) the Installation, use, maintenance, repair or
306 removal of the Facilities by Lessee,Its sublessees,contractors,agents and invitees or(ii) Lessee's breach
307 of,pgy provision of this Lease Agreement, except to the extent attributable to the gross negligence or
308 intentional misconduct of Lessor or any of Its employees,agents or Independent contractors.
309
310 B. Lessor, agrees to Indemnify, defend and hold Lessee harmless from and against any and all Injury, loss,
311 damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable
312 attorneys'fees and court costs)arlsing directly out of(1)any act or omission of Lessor,or(11)any breach by
313 Lessor of any provision of this Lease Agreement,except to the extent attributable to the gross negligence
314 or Intentional misconduct of Lessee,its employees,agents or Independent contractors.
315
Site Name:Mattltuck Fire District
Site Address:1000 Pike Street,Mattltuck,NY
a
316 C. Notwithstanding anything to the contrary In this Lease,Lessee and Lessor each waive any claims that each
317 may have against the other with respect to consequential,incidental,or special damages.
318
319 17. INSURANCE:
320
321 A. Lessee must, during the Term of this Lease, at Lessee's sole expense, obtain and keep in-force the
322 following insurance:(i) "All-risk" property insurance for an amount equal to eighty(80%)percent of the
323 replacement cost of Lessee's Facilities;(II)occurrence-based,commerclal general liability Insurance with a
324 minimum limit of liability of one(1)million Dollars($1,000,000)combined single,li(riitand three(3)million
325 Dollars ($3,000,000) in aggregate, inclusive of any excess/ umbrella IlablllW, iover aIg&,for bodily Injury
326 and/or property damage together with an endorsement for contractual Ii ility, naming Lessor as
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327 additional insured;and(ill)Workers'Compensation Insurance as required by law "e
328
329 °
330 B. All required Insurance policies must betaken out with reputable national insilr s that arrelllcensed to do
a
332 Insurance policy covering the Leased Space and other locations'i Lessee's, prove that such blanket
333 insurance compiles with all of the other requirements of this',Leasgawithlirespeo- o the type and amount
334 of insurance required,and provided that the insurance carni, s requlM tor!Jhced'below
ovidi4notice to Lessor in the
335 event that the blanket insurance coverage Is terminated or the mount i!tf the amounts set
336 forth herein. Fh
337 riff t.
338 D. She Lessee will deliver certificates of insurance as so i�s pracx(cabe after the placing of the required
339 insurance,but not later than the Comrnencement0ate oi;•t�is�Ll ase.The Lessee will also deliver renewal
340 certificates at least thirty(30)days prior to th`e'expfr'anon triereof.
341
342 18. CASUALTY: Lessor will provide notice to��ess�e,of ar ,caspa(ty�affecting the Site within forty-eight(48) hours of
343 the casualty. If there Is a casualty to thel$pace,"Lessee,aftIessee s sole cost and expense, may temporarily Install
344 Lessee's Facilities on an unused portl6hof the Site;designa6d by Lessee,subject to Lessor's consent,which shall not be
345 unreasonably withheld,while Lessdv�a6s;,repalrs7to,the Leased Space. Upon completion of such repair or restoration,
346 Lessee Is entitled to reinstall Lessee's Faciiitld¢ In the=e'yerit< at such repairs or restoration will reasonably require more
347 than sixty(60) days to complete, Lessee shall (lave the right to terminate this Lease upon thirty (30) days prior written
34$ notice, In which event the Term shall be deemed A0 have terminated on the date of the casualty. Notwithstanding the
349 foregoing, In the event the S�#64is totally or substantially destroyed, Lessor may at Its discretion, within sixty(60) days,
350 notify Lessee of Lesspr's intent not'.&restore/rebuild the Site, in which event this Lease will be deemed to have been
351 terminated on the datitpf".the oas4ty. Upon termination of this Lease pursuant to this Paragraph,the Lease Fee shall be
352 apportioned and-any-.aortion of th;:Lease Fee paid in advance for any period after such date shall be refunded by Lessor to
353 Lessee.
354
355 19. ;,n,. CONDITIONso N SIRRENDER: On or before termination or expiration of this Lease Agreement with notice to
356 Lessor,"!'Lessee shall remove hl; Facilities and any alterations, additions or improvements installed in or about the Leased
357 Space,and'',lessee shall'ropair any damage caused by such removal,and shall otherwise surrender the Leased Space at the
358 expiration oh he term,,as same may have been exter+ded,or earlier termination thereof,In good condition,ordinary wear
359 and tear and all ofd d excepted. Lessee shall not be required to remove foundations more than two feet below grade.
360 Lessor may elect ta)r'etain the Site at termination or expiration of this Lease which shall exclude subtenant's antennas and
361 related equipment.
362
363 20. ENVIRONMENTAL:
364
365 A. Lessor represents and warrants that the Site is free of hazardous substances as of the date of this Lease,
366 and, to the best of Lessor's knowledge, the Site has never been subject to any contamination or
367 hazardous conditions resulting In any environmental investigation,Inquiry,or remediation.
368
Site Name:Mattituck Fire 01strict „cam,
Site Address:100D Fite Street,Mattltuck,NY 17
369 B. Lessee agrees that it will be responsible for compliance with any and all environmental and industrial
370 hygiene laws,including any regulations,guidelines,standards,or policies of any governmental authorities
371 regulating or imposing standards of liability or standards of conduct with regard to any environmental or
372 industrial hygiene condition or matters as may now or at any time hereafter be In effect,that are now or
373 were related to its activity conducted In,or on the Leased Space.
374
375 C. Lessee agrees to hold harmless and Indemnify Lessor from and to assume all duties, responsibilities, and
376 liabilities at is sole cost and expense,for all duties,responsibilities and liability(for payment of penalties,
377 sanctions, forfeitures; losses, costs, or damages) and for responding to any a ,j otice, claim, order,
378 summons,citation,directive,litigation,investigation or proceeding which is rel led tcr� #failure to comply
379 with any environmental or Industrial hygiene law,including without limitation 66regu[Nilons,guidelines,
380 standards or policies of any governmental authorities regulating or,imposing s�b�d Ms of liability or
381 standards of conduct with regard to any environmental or industrial hygle a conditiort51pr matters as may
382 now or hereafter be in effect,or(ii)any environmental or Industrial hygien' p;ondltions that arise out of or
383 are In any way related to the condition of the Leased Space or activities cdh'dycted by L�ss�ee thereon,
384 unless the environmental conditions are caused by the Lessor.
385 ¢ "aj
386 D. The provisions of this Paragraph shall survive the expiration or+terriliknatio pf thl�Lease.
387
388 21. DEFAULT:
389
390 A. In the event either party shall fall to comply with aq,.'of the,provis9ot of this Lease or shall default in any
391 of Its obligations under this Lease, the non-tlfaulNil�r�,�s�arty i ay, at Its option, terminate this Lease
392 provided written notice of such default in accorda'Ate w�'t the,pt`avisions of this Lease has been given and
=121. 74 Sr io''
393 the defaulting party has failed to cure the samO>witkrti,fiftedn' 5) days with respect to the failure to pay
394 any`monies; or, with respect to the fell+�re tl?.�Iterxftyrrt7 or comply with any non-monetary obligations
395 hereunder,the defaulting party s,failed to.pure,witl In sixty(60)days or,In the event that the default is
396 not capable of being caused wit n sixtys(50) dil i` ,�hen commence to cure within sixty(60) days and has
397 failed to diligently flfpGged to cu 'e No sucix failure'to cure a material default,however,will be deemed to
398 exist if Lessee has tromrriinced to°Ore sui:K''Oefault within said period and provided that such efforts are
399 prosecuted to completlon w)th reasanaple ofligence. Delay In curing a material default will be excused If
400 due to causes beyon6,the real"Spnablp control of Lessee.
401
402 B. In addition, c' Y g y
e� ceisCtn an ernergerrcy, Lessor will not cure an alleged default b Lessee until after the
403 expiration oPi-esse6 time to cure such default as provided herein above and then only If Lessee has
404 failedtrpd'dring sueriod to cure such default or perform such act. If Lessor shall cure the default of
405 Lessee pursuant to, he p egoing,then Lessor shall submit a bill for the actual cost of affecting such cure
406 °`° (tagether`wlth cred) able,supporting documentation)and same shall be paid promptly upon receipt,
407 w
408 22. kASSIGNMENT AND SUBLETTING:
409 k ,"4, kn yo
410 AcGLoit, see shall",Gave the right to assign this Lease or Sublease the Facilities,with prior written consent of Lessor,
411 such consent will not be unreasonably withheld, conditioned or delayed. Lessee shall provide Lessor with
412 mkler) tice of any such assignment,With prior notice to Lessor,Lessee may collaterally assign and grant a
413 securlt+ Interest in Lessee's Facilities from time to time in favor of any holder of indebtedness borrowed by
414 Lessee("Lender"),whether now or hereafter existing.
415 B. Lessor agrees to allow Lender the opportunity to remedy or cure any monetary default as provided for in the
416 Agreement.
417
418 23. TRANSFER BY LESSOR:Lessor shall have the right to freely transfer and assign all of its rights and obligations under
419 this Lease and In the Site as part of a transfer of the Site,and no further liability or obligation shall thereafter accrue against
420 Lessor under this Lease, provided that any such transferee shall have fully assumed and be liable for obligations under this
421 Lease.
Site name:Manituck Flre District �c
Site Address 1000 Pike Street,Mattltuck,NY °
422
423 24, NOTICES: All documents, notices and demands required hereunder must be In writing and sent by (a) prepaid
424 overnight courier,(b)personal delivery,or(c)certified mall,return receipt requested,and shall be deemed delivered three
425 (3) business days after mailing,or if given by overnight courier or personal delivery,on the date accepted or refused at the
426 address to which sent if addressed as follows (or to any other address that either party may designate In writing by like
427 notice to the other party):
428
429 if to Lessor:
430 Mattituck Fire District
431 Po Box 666
432 Mattituck,NY 11952-0666
433
434 With a Copy to:
435 William D.Moore,Esq. g4l;,,
436 51020 Main Road lir
437 Southold,New York 11971
438 iA-,1)
W
439
440 if to Lessee:
441 Elite Towers,LP
442 87 North Industry Court,Suite J
443 Deer Park,NY 11729
444
445 With a copy to:
446 Elite Towers,LP
447 5 Great Valley Parkway �J
448 Suite 333 v
449 Malvern,PA 19355
450
451 25. CONDEMNATION:In the event of Py actulalgr cont�,nplatecl condemnation of the Leased Space or affecting the
452 Leased Space,Lessor must send written no lee,to Lesidi-wil ten(10)days. In the event of any actual or contemplated
453 condemnation, Lessee may terminate this C�'Ae upon thirty (30) days written notice to Lessor If such condemnation
4�4
454 prevents Lessee's operations at the Facilities for mare than forty five(45)days.Any such notice of termination shall cause
455 this Lease to expire with the saM'"efle and effect ailhough the date set forth In such notice were the date originally set as
456 the expiration date of this L YA'e parties shall make an appropriate adJustment,as of such termination date,with
457 respect to pai ents dqe,�
,cfthe%#j�r under this Lease.
'0
458 W,
459 26. COODINA�PN Oi,OPERATION.;Lessor shall endeavor to give Lessee notice of any repairs,alterations,additions
460 or im prol�;to b4 ii acle'i�jh,re;pect to the maintenance and operation affecting the Leased Space or of any planned
461 shutd"" il'
qWns associated wi&the Property for scheduled or routine maintenance that may materially and adversely affect the
462 opera,Von of Lew4's,'cpmr r,f6pications facility (except In the case of emergency where advance written notice cannot
A
463 reason ` v e n,in Wbich"event, Lessor shall give Lessee telephonic notice at a number previously provided by Lessee
464 to Lessor.
465
466 27. TITLE REPO RECORDING OF LEASE:Lessee shall have the right to order a title search of the Site at Lessee's sole
467 cost and expense and Lessor shall use commercially reasonable efforts to cooperate with any such search. Lessee shall
468 have the right to record a memorandum of this Lease Agreement
469
470 28. BROKERS:Lessee and Lessor each hereby represents to the other than it has not dealt with any real estate broker,
471 finder or other agent in connection with the negotiation of this Lease or any agreements contemplated hereby.In the event
472 a real estate broker, finder or other agent is used In connection with the negotiation of this Lease, then Lessor shall be
473 obligated to pay all costs and fees In connection therewith.
474
Site Name:Mattlituck Fire District
Site Address:1000 Pike Street,Mattituck,NY
.............
475 29. PARTIES BOUND BY LEASE:This Lease shall extend to,and be binding upon,the heirs,executors,administrators,
476 successors and assigns of the parties hereto.
477
478 30. GOVERNING LAW:This Lease and the performance hereunder shall he governed,Interpreted and construed under
479 the laws of the State of New York.
480 f
481 31. OBSTRUCTION: Lessee agrees that no portion of the sidewalks, entries, vestibules, halls, elevators, or ways of
482 access to public utilities of the Property shall be obstructed by Lessee or used for any purpose other than for Ingress and
483 egress to and from the Leased Space,
484
485 32. ADVERTISEMENTS: Lessee shall not use the name of Lessor In any advertisement or I po otqr written or oral
486 communication. Lessee shall not post or exhibit or allow to be posted or exhibited Any a vIse ents, show bills,
487 lithographs, posters,cards or flyers of any description on any part of the Leased Space'�4jjhout prlo�'W1 Itten approval of
488 Lessor. olr r}1
489 <1 . ,
490 33, RELATIONSHIPS OF THE PARTIES: Nothing contained herein, nor any aqpf the parti ish 'be construed as
491 creating a partnership,joint venture or association of any kind.The only relationship intended to be MeAted by this Lease Is
X�111jW51tlnjPqor in advertisements or
492 that of Lessee and Lessor. Lessee shall in no way represent to others, elther,49
493 promotional material of any kind that there is any relationship other than Letsdeand LWee'Wtwedh1he parties.
494
495 34. LEGAL FEES: If any party institutes a legal proceeding to enjdjee ltk,O in
g pris g der this Lease,the prevailing
496 party In such legal proceeding as finally determined shall have the righttio recover from the unsuccessful party the
(; 0�. W V
497 reasonably out-of-pocket costs and expenses(Including,without lim'ItaVq4rreason9ble attorneys'fees and disbursements)
498 that the prevailing paly actually Incurred In connection therjwith."'°§., `t rpt
499
iY
500 35. MISCELLANEOUS:
501
s Leaso ) q, ded, modified or revised unless done In writing and
502 A. Amendment/Waiver: 'Uij�.�cannot e a o
h 6 and a authorized agent of the Lessee. No provision may be
agent o0t e Lessd
503 signed by an
waived except agent
othpai.
504 I
505 JA
506 a. Interpretation* Unless otheMise specified,the following rules of construction and Interpretation apply:
'11
507 (1)captions are for convenienc eJ. . d reference only and In no way define or limit the construction of the
508 'terms and coridifidns hereof; (11) 6i5b of the term "including" will be Interpreted to mean "Including but
509 hot,llmlted (111),',;+�rhenever a party's consent Is required under this Agreement, except as otherwise
510 statedffifthe hrilefnent or as same may be duplicative,such consent will not be unreasonably withheld,
511 concliti0ed or'llayeclp�(Iv) exhibits are an Integral part of the Agreement and are Incorporated by
it 512 rdoyence'Iho this Agreement; (v) use of the terms "termination" or it are interchangeable;
513 ,and(�I�j
efe'r�hpp_,fp a default will take Into consideration any applicable notice,grace and cure periods.
,
514
515 Esi6ppel: Elter party will, at any time upon twenty (20) business days prior written notice from the
516 other, eXecute, acknowledge and deliver to the other a statement in writing (1) certifying that this
517 Agregfnent Is unmodified and In full force and effect (or, if modified, stating the nature of such
518 1.*d1ffcation and certifying this Agreement, as so modified, is in full force and effect) and the date to
519 �hlch the Lease Fee and other charges are paid in advance,If any,and (11) acknowledging that there are
520 not, to such party's knowledge, any uncured defaults on the part of the other party hereunder, or
521 specifying such defaults If any are claimed. Any such statement may be conclusively relied upon by any
522 prospective purchaser or encumbrance of the Leased Space or Premises. The requested party's failure to
523 deliver such a statement within such time will be conclusively relied upon by the requesting party that(1)
524 this Agreement Is In full force and effect,without modification except as may be properly represented by
525 1 the requesting party, (1i) there are no uncured defaults In either party's performance, and (111) no more
526 Athan one month's Lease Fee has been paid In advance.
527
SAe Name:Mattltuck Ore'District
Site Address:1044 Pike Streek,Mattituck,NY
528 D. No Electronic Signatures/No Option: The submission of this Agreement to any party for examination or
529 consideration does not constitute an offer,reservation of or option for the Premises based on the terms
530 set forth herein. This Agreement will become effective as a binding Agreement only upon the
531 handwritten legal execution,acknowledgment and delivery hereof by Lessor and Lessee.
532
533 36. ENTIRE AGREEMENT:This Lease and the exhibits attached hereto, all being a part hereof,constitute the entire
534 Lease of the parties hereto and will supersede all prior offers, negotiations and agreements with respect to the subject
535 matter of this Lease.
536 �Tri4"
537 {Signatures follow on the next page} lr,, '„
�P
�yaY I,
u'Uw"4N
Jd
C Gf.1 xl,�ry l
a P
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y Y Lp
Site Name:Mattituck Fire District
Site Address:1000 Pike Street,Mattituck,NY
538 IN WITNESS WHEREOF,the parties have hereunto set their hand and seal as of the date first above written.
539
540 LESSOR: MATTITUCK FIRE DISTRICT
541
542 By:
543 Name: -rct+U�.► (C.- !�
544 Title: iu _ p f
545 Date: �ltL. ti
546
547 LESSEE: ELITE TOWERS,LP
548 By:CMET,LLC,its gene partner
/ V Mw D�11
549 By; 1 �' .u
550
Name: Tanya Ne ran
551 Title: Manager
552 Date: _ 5
o v
553 �nuav ya�;,
X01
u.
M �
o�
�.WaYR
m.n t
Y
Site Name:Mattituck Fire District
Site Address:1000 Pike Street,Mattituck,NY
554 LESSOR ACKNOWLEDGEMENT:
555
556 STATE OF NEW YORK
557 J SS.:
558 COUNTY OF 'ak
559 ti
560 on the day of 2011 before me, the undersigned, personally appeared
561 personally know to me or proved to me on the basis of satisfactory evidence to be
562 the individual whose name is subscribed to the within Instrument and acknowledged to me that 5 d4pcuted the same
563 In his/her capacity,and that by his/her signature on the instrument,the Individual,or the persohAipon behalf of which the
564 Individual acted,executed the Instrument-
565 'V':
566 Notary Public,
567 My Commissi�n Public:
-1 — 9 'Roti
568 BEMYAf
�ERIONS
569 146 ,Flubl Sf ita of Now
570 LESSEE ACKNOWLEDGEMENT: Pay
571
SOolk Go
572 STATE OF NEW YORK —44hCoMmWon 1rm J,
573 SS.:
574 COUNTYOF
575 ii 'on
576 on the day of "(I\J\ 2011 befdre me'the/Adersigned, personally appeared Tanva
577 Nestron personally known to me or proved to M-6"on the ba�is*�"bf.sat�factOWi�41�ence to be the Individual whose name Is
578 subscribed to the within Instrument and acknowledged,i6s. e?A'0 Ws e executed the same in his/her capacity, and that
579 by his/her signature on the Instrument, the IndIviqu�lj,,,qr ran h behalf of which the Individual acted, executed
580 the Instrument.
"?J
581 $0A�`O
'�j
582 b
Yo Notary PQ
583 %1yCoe.omm1siIorr,E)'�ir—es:
584
585
T'� b.° SILVANA ADESSO
NOTARY pUI3UC-STATE OF NEW YORK
T F 1,
NO DlAW31281
OIJA U COUNW
LIFIED IN NASSAU
01/2013
EXPIRES
Site Name:MattItuck Fire District
Site Address:1000 Pike Street,Mattituck,NY
586 EXHIBIT
587 DESCRIPTION OF THE LEASED SPACE OR PREMISES
588
589 Drawings labeled LE-1 Is attached hereto and incorporated herein.
590
591 The Leased Space or Premises is described and/or depicted as follows:
592
593
594
G,
j
i?
f I
SO Name:Mattituck Fire District
Site Address:1000 Pike Street,Mattituck,NY
.—.......... .................
Egtu mens location
e s
jEfite�iowem,
e cattoll Ian a cation Address
Exhibit LE-I e l of 1 I e St.
gleeqwPment k,MY11452
TW#IOOD-140-003-011,1
Elite Towm,.%LP EAsdWb
uildinp
7 N.Industry Ct.,A J. eR=arML- lent A royal:
Door Pa*,NY 11724
516-410-8730 GTrE 10 May 2011
' � e
r
595 EXHIBIT B
596 DESCRIPTION OF THE SITE
597 District:1000 Block:003 Section:140 Lot:11.1 on the tax map of Suffolk County,New York,more commonly known as 1000
598 Pike Street,Mattituck,NY 11952-3236
599 The Site described and/or depicted as follows:
JA-
600
BEGINNING at a drill hole in the- concrete sidewalk lOCSt4kd at the
northeast corner of this parcel and the northwest darner of lands of
the M11ttituak r1r6 oistrict, which drill hole is Solutth 63 degrees
4$ minutes 40 second■ West, 173.67 test from the corner formed by
the •southnarly link of Pike Street and the westerly lifts of Wickham
Ave nu+lr�
Rurylgo -rig +cz from raid point of bagianingr south 36 degrsoo 42
minutaa 20 seconds tasty 42=9 said lands of the Eatti+tuck tiara
District and lands now or tormerly of Joan A. ftlowski r M-65 feet
to a point
'liiIsel along lands now or formerly of the staNslaw Wintarr 1states s
goath 67 degrees 10 MinUtes 20 seconds welt& 62647 trek to a point
being the southeast corner at lands now or to mlarly Of 'Ruth B. 9990541
TBEMM along the lands at Mreuser Worth 26 dsgr*es 43 minutes 20
saoonds heat# 212.04 fast to a point an the southerly Sid* of Pike
aspera t
THONG'S North 63 dograles 46 teiartatos 40 second• East, 83.00 fast to the
point or p1see of 0E01?M NG1,
601o "ro �
u ,Fg
ro�,gn.
W
n
ju
Site Mame:Mattltuck Fire District
Site Address:1000 Pike Street,Matt tuck,MY