Cell Tower Leases_
STENGER ROBERTS
n36 Route SCAIi�i
Wappingers Falls, New York 1c000
(845) 298-2000
FAX (845) 298-2842
www.mumaw.com
e-mail: info@srddlaw.com
---------
Hon. Joseph P.Pao|oniTown Clerk
Kenneth M. Stenger
Town ofVVappinger
Albert P.Roberts
20K8idd|ebushRoad
Thomas n.Davis
Wappingers Falls, New York 125g0
Stephen E. Diamond-
Re: Lease Agreement with
Joan F. Garrett—
Wireless Telecommunications Fao|||tV
Kevin rMcDermott
D*arJoe' '
Angel /.ro|o»n
Enclosed herewith tobeplaced onfile inyour office isanoriginal Wireless
James p.Moran~~
Telecommunications Facility Lease Agreement along with an original Memorandum of
U
Leoseuom�oo»u '
M.Ellen O'Sullivan
Please call should you have any questions.
Marina v,O'Neill
Thank you,
Melissa A. Manna -Williams
--------'
Very truly yours,
OF COUNSEL
Scott L.Volkman S/ |S�� DIAMOND, LLP
KmamMacNish
�__
PARALEGALS Paralegal
Sandra Oakley Enclosures
Dawn M. Pamo
-------- cc: Town Board
CLOSING COORDINATOR
Marla L. Jones
'ALSO ADwMTEoma& MA
-ALSO ADMITTED IN CT
WIRELESS TELECOMMUNICATIONS FACILITY LEASE AGREEMENT
This Wi less Telecommunications Facility Lease Agreement ("Lease") is entered into as of the
.3 aay of ¢. 2014 (the "Effective Date") by and between the Town of
Wappinger ( andlord'° and Wireless EDGE Towers, LLC ("Tenant").
WITNESSETH:
WHEREAS, Landlord is the owner of certain real property more particularly described on Exhibit
"A" attached hereto (the "Property"); and
WHEREAS, Landlord and Tenant are entering into this Lease for a portion of the Property
measuring approximately 6,400 square feet as more particularly described on Exhibit "B"
attached hereto (the "Premises") to permit Tenant to develop the Premises as a wireless
telecommunications facility; and
WHEREAS, in order to develop the Premises, Tenant shall construct a tower, as generally
depicted on Exhibit "C" attached hereto (collectively, the "Structure"), as well as equipment
sheds and related facilities and improvements to accommodate multiple wireless carriers, as
well as Landlord's public service or other governmental antennas; and
WHEREAS, Tenant intends to market portions of the Structure and Premises to wireless
carriers, and to enter into appropriate agreements with such carriers to use the Structure and
Premises; and
WHEREAS, during the period of the carriers' use of the Structure and the Premises, Tenant
shall manage the Premises by performing the services described on Exhibit "D" attached hereto
(the "Antenna Site Management Responsibilities");
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Landlord and Tenant hereby agree as follows:
1) Premises. Landlord hereby leases to Tenant the Premises and Tenant hereby leases from
Landlord the Premises upon the terms and conditions contained in this Lease.
2) Term.
(a) The Initial Term of the Lease shall be ten (10) years (the "Initial Term"),
commencing upon the date ("Commencement Date") that is the earlier of (i) the date that
Tenant commences the actual construction on the Premises, or (ii) the date that is sixty (60)
days after Tenant has received all Governmental Approvals (as hereafter defined) including the
issuance of a building permit by Landlord. Upon commencing such construction, Tenant shall
notify Landlord of the Commencement Date. Tenant shall have the right to extend this Lease for
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three (3) renewal terms of ten (10) years each (each, a ".Renewal Term"; the Initial Term and
any .Renewal Term are hereinafter .referred to collectively as the "Lease Term"). Each Renewal
Term shall be on the same terms and conditions as set forth herein.
(b) If Tenant elects not to exercise Tenant's right to renew the Term or any Renewal
Term, as the case may be, Tenant shall notify Landlord, in writing, of Tenant's intention not to
renew this Lease, at least sixty (60) days prior to the expiration of the then current term. Unless
Tenant notifies Landlord, in writing, of its intention not to exercise a Renewal Term, such
Renewal Term shall be deemed automatically exercised and this Lease shall continue pursuant
to the terms hereof.
(c) If Tenant remains in possession of the Premises at the expiration of the Lease Term
without a written agreement, such tenancy shall be deemed a month-to-month tenancy under the
same terms and conditions of this Lease.
3) Rent.
(a) Upon the Commencement Date, Tenant shall pay Landlord, as rent; the amount
of Twenty-four Thousand Dollars ($24,000.00) per year (the "Annual Rent") payable in
equal monthly installments of Two Thousand Dollars ($2,000.00) per month in advance to
Landlord, at the Landlord's business address as provided by Landlord to Tenant. Annual Rent
for each year of the Initial Term and the first Renewal Term shall be increased by the amount of
three percent (3%) over the Annual Rent in effect at the end of the previous year. Starting on
the first year of the second Renewal term and thereafter, the Annual Rent for each year shall be
increased by the Consumer Price Index as such term is hereafter defined, over the Annual Rent
in effect at the end of the previous year. The "Consumer Price Index" will mean the Local
Metropolitan Area Consumer Price Index published by the Bureau of Labor Statistics of the
United States Department of Labor for Urban Wage Earners and Clerical Workers (CPI -W). In
the event the Consumer Price Index is converted to a different standard reference base or
otherwise revised, the determination of Annual Rent will be made with the use of such
conversion factor, formula or table for converting the Consumer Price Index as may be
published by the Bureau of Labor Statistics, or if the Bureau should fail to publish same, then
with the use of such conversion factor, formula or table for converting the Consumer Price
Index as may be published 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 Tenant may agree upon will be
substituted for the Consumer Price Index. If they are unable to agree, then such matter will be
submitted to arbitration.
(b) In addition, Tenant shall pay to Landlord a portion of the amounts collected from
wireless carriers using portions of the Structure and the Premises as specified in Section 6(c)
below ("Co -Location Rent"; Annual Rent and Co -Location Rent are sometime hereinafter
referred to, collectively, as "Rent").
(c) Landlord acknowledges and agrees that the total compensation or remuneration
which Landlord shall be entitled to charge and collect from Tenant, in any manner related to
Tenant's use and operation of the Premises, shall be solely as set forth in Sections 3(a) and 3(b)
above. In this regard, Landlord agrees that it shall not levy or impose any additional fees, other
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than standard and customary permit fees, real estate taxes (specifically State, County and Town
and School taxes and assessments) upon Tenant other than as set forth in this Agreement.
4) Permitted Use; Governmental Approvals; Construction.
(a) The Premises may be used by Tenant for the construction, maintenance and operation of
the Structure for the transmission and reception of communications signals, including wireless
communication purposes and uses incidental thereto. Tenant shall obtain all licenses,
certificates, permits, authorizations or approvals from all applicable government and/or
regulatory entities including, but not limited to all necessary zoning and site plan approvals,
building permits and certificates of occupancy (collectively, the "Governmental Approvals").
Tenant agrees to submit required applications for governmental approvals to the Town of
Wappinger Planning Board within one year from the date of a fully executed copy of this Lease
Agreement. In the event Tenant does not submit required applications for governmental
approvals to the Town of Wappinger Planning Board within one year as stated herein, either
party may cancel this Lease Agreement upon thirty days written notice to the other party. The
Town Board agrees to grant a reasonable extension of time for cause demonstrated by Tenant.
(b) Landlord hereby authorizes Tenant to prepare, execute, and file all required applications
for the Governmental Approvals, subject to the review and approval of Landlord, not to be
unreasonably withheld, conditioned or delayed. Tenant shall be responsible for vigorously and
diligently defending on its behalf (but not representing Landlord) all Governmental Approvals
granted for the Structure and Premises, including any approvals made by a board or commission
of the Landlord, which are challenged by a third party in any administrative agency or court of
law. Tenant shall submit a building permit application to the Town of Wappinger within sixty
(60) days of obtaining final site plan approval (the "Permit Filing Date"), including expiration
of all applicable appeal periods. Upon request of Tenant, Landlord may extend the Permit Filing
Date if Tenant is delayed through no fault of Tenant, and Landlord shall not unreasonably or
arbitrarily withhold such extension.
(c) Tenant shall have the right, at Tenant's expense, to conduct engineering tests,
environmental tests, and all other feasibility studies necessary or desirable for Tenant's use of
the Premises. Such testing by Tenant shall not unreasonably interfere with the operations of the
Landlord at the Property.
(d) Upon obtaining all Governmental Approvals, Tenant shall have the right, at Tenant's
expense, to construct and maintain the Structure on the Premises. In this regard, Tenant shall
have the right to install, at Tenant's sole cost and expense, utilities and conduits necessary to
service the Structure, to improve the present utilities on the Property, and/or install an
emergency power generator on the Premises. All work by Tenant shall be performed in
compliance with applicable laws and ordinances and shall be done in a fashion so as to
minimize interference with the use of the area surrounding the Premises by Landlord and, upon
completion of such construction, any area disturbed by the work, shalt be restored to the
condition it was in prior to the commencement of said work.
(e) In making and executing this Lease, Tenant represents that it has not relied upon, nor been
induced by, any statements or representations of any person in respect to the zoning of, utility
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service for or the physical condition of the subject Property, or of any other matter affecting, or
relating to the subject Property of this transaction. Tenant has, on the contrary, relied solely on
such investigations, examinations and inspections as Tenant has chosen to make or have made.
Tenant acknowledges that Landlord will afford Tenant the opportunity for full and complete
investigations, examinations and inspections of the subject Property.
(f) Tenant, its representatives, agents, and employees are granted the limited privilege to
enter upon the subject Property for the purpose of performing engineering, environmental and
land use (zoning and site plan) planning studies, test borings and a survey of subject Property.
The Tenant agrees that any such entry shall be at its own risk, and agrees to indemnify and save
Landlord harmless from all costs, loss or damage on account of injury to person and property
arising out of said entry upon the Property, together with any and all attorneys' fees and
expenses incurred by the Landlord on account of any claims thereof, except for those resulting
from Landlord's gross negligence or wrongful act(s).
(g) If Tenant or his agents, disturb or alter the Property as a result of its entry as authorized
above, Tenant agrees, at its own cost and expense, and to the extent reasonably practicable, to
restore the Property to the condition that existed prior to the disturbance, as soon as reasonably
possible. This Clause shall survive any termination of this Contract.
(h) Tenant or any of its contractors or subcontractors shall name Landlord as additionally
insured or certificate holder on general liability policies in accordance with paragraph 10.
Insurance policies shall be delivered to Landlord prior to entry onto the property.
5) Access; Utilities and Taxes.
(a) Landlord hereby grants Tenant access to the Premises over, under and across the
Property ("Access") twenty-four (24) hours per day, seven (7) days per week, for the purpose of
ingress, egress, installation, maintenance and operation of the Structure and any associated
utilities. The Access right granted herein shall automatically extend to all of Tenant's agents,
representatives, contractors, invitees and vendors, as well as to all subtenants and their agents,
representatives, contractors, invitees and vendors.
(b) Landlord's access to the .Premises shall be restricted as follows: (i) unless an emergency
condition exists, all access shall be on reasonable notice to Tenant; (ii) Landlord shall take
commercially reasonable precautions to ensure thatno damage occurs to the Structure or other
improvements or any of the property of Tenant or any subtenant during or as a result of such
access; and (iii) Landlord shall promptly repair, to Tenant's reasonable satisfaction, any damage
caused as a result of any such access.
(c) Tenant shall have the right to obtain, for itself and on behalf of its subtenants, sufficient
utility services to the Premises, including, without limitation, electric service and telephone
service. Subject to Landlord's reasonable approval of the location and at Tenant's sole cost,
Tenant shall have the right to install conduits, utility lines, related equipment and other items to
connect the Premises to such utility services. At the time of such installation by Tenant, Tenant
shall provide conduits and sufficient electrical capacity to allow Landlord to operate Landlord's
public service or other governmental antennae systems as hereinafter defined at the Premises.
Such installation by Tenant shall not unreasonably interfere with the operations of the Landlord
at the Property. Tenant shall pay any charges to install utilities to the Premises, including
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emergency power generators, and shall pay all utilities charges for utilities consumed by Tenant
at the Premises. Landlord agrees to reasonably cooperate with Tenant to obtain any required
local public utility easements, if necessary.
(d) Tenant shall pay Landlord as Additional Rent, or directly to the appropriate taxing
authority, any real estate taxes or assessments with respect to the Property which are directly
attributable to the improvements placed on the Premises by Tenant's subtenants as provided in
this Agreement. Such taxes may only be imposed upon Tenant's subtenants in conjunction with
similar tax treatment of other properties containing improvements similar to other wireless
telecommunications facilities in the Town. Landlord shall not assess the Structure, Landlord's
or other governmental and public safety improvements on the Structure, except for
improvements to the Structure in connection with commercial antenna installations and related
ground improvements.
(e) As a condition precedent to Tenant's obligation to make any such tax payment, Landlord
agrees to promptly furnish proof of such taxes and assessments to Tenant, including true copies
of the real estate tax bills (or other documentation) provided to Landlord. Tenant and Tenant's
subtenants shall have the right to appeal or otherwise challenge any such taxes in its own name.
6) Assignment and Subletting.
(a) Tenant may not assign this Lease without obtaining the prior consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the
foregoing, Tenant shall have the right to assign this Lease, without the consent of Landlord: (i)
to the purchaser or transferee of the Structure, provided that (x) the proposed assignment is for a
legitimate business purpose, (y) the proposed purchaser shall have been engaged in business in
the wireless industry for at least five years and (z) the proposed purchaser shall have assets or
net worth of at least Two Million Dollars ($2,000,000) at the time of the proposed transfer; or
(ii) to a parent, affiliate, or subsidiary of Tenant, or an entity controlling, controlled by or under
common control with Tenant. Prior to assigning this Lease, Tenant shall give notice to
Landlord of Tenant's intention to assign at least thirty (30) days prior to such assignment
together with written proof of compliance with the standards set forth above. Tenant's notice to
Landlord shall specify the name and mailing address of the assignee. Upon proof of compliance
with the above, and upon the effective date of the assignment, Tenant shall be relieved of all
obligations of this Lease. The assignment of this Lease shall not be effective if compliance with
the above standards have not been proven to the satisfaction of Landlord."
(b) Tenant shall have the further right, without the consent of Landlord, to sublet the
Structure and the Premises, in whole or in part, to wireless carriers ("co -locators") in accordance
with the permitted uses of the Premises set forth in Section 4 above. Tenant shall give notice to
Landlord each time Tenant enters into any such sublease. Tenant's notice to Landlord shall
specify the name and mailing address of the subtenant. Landlord and Tenant shall share the
rental income from subleases as described in subsection (c) below. Tenant shall be responsible
for all costs arising from marketing activities, acquisition of subtenants and the preparation and
negotiation of legal sublease documentation.
(c) The Annual Rent shall include the installation of equipment for, and sublease with, one
co -locator (the "Anchor Co -locator"), to be designated by Tenant. In addition to the Annual
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Rent, Tenant shall pay Landlord an amount (the "Co -location Share") calculated as follows: (i)
an amount equal to the greater of Six Hundred Dollars ($600) per carrier per month from the
second through third subleases by BBE (Broadband Equivalent) Carriers of the Premises or
Thirty percent (30%) of all amounts of Rental Income received from such second through third
subleases, (ii) an amount equal to the greater of Eight Hundred Dollars ($800) per carrier per
month from the forth and subsequent subleases by BBE (Broadband Equivalent) Carriers of the
Premises or Forty percent (40%) of all amounts of Rental Income received from such forth and
subsequent subleases and (iii) Forty percent (40%) of all amounts of Rental Income received
from additional subleases by NBE (Narrowband Equivalent) Carriers (governmental, paging,
etc. occupying the top portion of the monopole) of the Premises. Tenant shall not be obligated
to pay a Co -Location Rent of the Rental Income from the Anchor Co -locator. If the Anchor Co -
locator sublease is terminated or expires, Tenant shall designate by notice to Landlord the co -
locator sublease that shall replace the Anchor Co -locator sublease. The term "Rental Income" as
used in this Lease shall mean all amounts paid to Tenant by subtenants (co -locators), except that
Rental Income shall expressly exclude (i) any amounts paid to Tenant to reimburse Tenant for
costs incurred by Tenant caused by, at the request of or on behalf of, the subtenant, including,
but not limited to, utilities, site improvements, conduits, taxes, assessments, security deposits,
penalties and fines (including interest thereon) for violations of law by the subtenant and legal
fees; (ii) any amounts paid to Tenant to reimburse Tenant for costs incurred by Tenant in
entering into this Lease, obtaining the Governmental Approvals, or constructing the Structure
and Premises; and (iii) any initial fee to be charged by Tenant to each prospective subtenant to
reimburse Tenant for costs, expenses and fees related to the submissions, installation design and
site studies for such subtenant. In the event that any amount of Rental Income is received by
Tenant in a month other than the month for which such Rental Income is due, Tenant will make
appropriate adjustments in order to properly allocate such amounts to the proper month. Annual
Rent and Co -Location Rent are sometimes, collectively, referred to herein as "Rent"
(d) Landlord may not assign its rights or obligations under this Lease without the prior
written consent of Tenant. Notwithstanding the foregoing, on written notice to Tenant, Landlord
shall be entitled without consent from Tenant to: (i) assign it's right to receive Rent subject to
6(f) below.
(e) If at any time after the Effective Date, Landlord receives a bona fide written offer from a
third party seeking an assignment of (or otherwise seeking to acquire) the rental stream
associated with this Lease (a "Purchase Offer"), Landlord shall immediately furnish Tenant
with a copy of the Purchase Offer, together with a representation that the Purchaser Offer is
valid, genuine and true in all respects (a "Purchase Offer Notice"). Tenant shall have the right
within thirty (30) days after it receives the Purchase Offer Notice to agree in writing to match
the terms of the Purchase Offer. If Tenant chooses not to exercise this right of first refusal or
fails to provide written notice to Landlord within the thirty (30) day period, Landlord may
assign the rental stream pursuant to the Purchase Offer subject to the terms of this Lease
(including, without limitation, the terms of this Subparagraph 6(e), to the person or entity that
made the Purchase Offer provided that (i) the assignment is on the same terms contained in the
Purchase Offer and (ii) the assignment occurs within ninety (90) days of Tenant's receipt of a
copy of the Purchase Offer. If such third party modifies the Purchase Offer or the assignment
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does not occur within such ninety (90) day period, Landlord shall re -offer to Tenant, pursuant to
the procedure set forth in this Subparagraph 6(e), the assignment on the terms set forth in the
Purchase Offer, as amended and the foregoing time periods and terms/conditions shall re -apply
to the amended Purchase Offer. The right of first refusal hereunder shall (i) survive any transfer
of all or any part of the Property or assignment of all or any part of the Lease; (ii) bind and inure
to the benefit of, Landlord and Tenant and their respective heirs, successors and assigns; (iii)
run with the land; and (iv) terminate upon the expiration or earlier termination of this Lease
without the necessity of any further written confirmation of said termination of this right of first
refusal.
7) Public Service or Other Governmental Antennas.
a) Tenant shall provide structural capacity and reserved space on the Structure for
Landlord's public service or other governmental antennas (hereinafter Landlord's Antennas).
For the purposes of this Agreement, Landlord's public service or other governmental antennas
shall be deemed to include, but not limited to, antennas for the New Hackensack Fire District,
the Hughsonville Fire District, the Chelsea Fire District, the Wappinger Ambulance District and
any Police Department or agency designated by the Town Board and any other antenna needed
to facilitate governmental functions of the Town of Wappinger.
b) At no cost to Landlord, Tenant shall install Landlord's antenna(s) and related
equipment on. the Structure and Premises, as applicable, promptly following the completion of
the construction of the Structure. Tenant shall provide such space on the Structure to Landlord
free of rent. Tenant shall be solely responsible for all costs to maintain Landlord's antennas on
the Structure. All other related apparatus shall be maintained by the Landlord or the entity
owning the equipment.
8) Maintenance, Repair and Removal.
a) Tenant shall install and operate the Structure in compliance with all applicable laws and
ordinances. Tenant shall, at Tenant's expense, keep and maintain in good condition and repair
the Premises and the Structure, and shall maintain the Structure in compliance with all statutes,
codes, rules and regulations of any governmental agency having jurisdiction hereof. Upon
termination of this Lease, Landlord shall have the option of requiring Tenant to turn over to the
Town the tower and any related structures in operating condition, reasonable wear and tear
excepted, or to require the Structure and any related improvements to be removed . Whether or
not Landlord requires the removal of the Structure and related improvements, the Premises and
any improvements not removed shall be turned over to Landlord in good, usable condition,
reasonable wear and tear and casualty excepted, and any remaining improvements shall
thereupon become the property of Landlord. Notwithstanding the foregoing, in the event that
Landlord requires Tenant to remove the Structure as contemplated herein, Landlord
acknowledges and agrees that Tenant shall have no obligation to remove the foundation of the
Structure beyond ten (10) feet below grade.
b) In the event that Landlord desires to retain the Structure at the end of the Term for
purposes of maintaining its public services antennas and, provided, further, that no
wireless carriers will have leases for, or other right to remain on the Structure that will
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survive the end of the Term, Landlord shall be entitled to purchase the Structure from
Tenant on ninety (90) days advance written notice, for one dollar ($1.00). In the event that
Landlord desires to retain the Structure at the end of the Term for purposes of
maintaining its public services antennas, but at least one (1) wireless carrier has a lease or
other right to remain on the Structure which extends beyond the end of the Term,
Landlord and Tenant agree to negotiate in good faith regarding an extension of Lease.
9) Default. Any of the following occurrences, conditions or acts shall be deemed a default
under this Lease (a "Default"): (a) if Tenant fails to pay monetary amounts due under this Lease
within ten (10) business days of its receipt of written notice that such payments are overdue; or
(b) if either party fails to observe or perform any non -monetary obligations under this Lease and
does not cure such failure within thirty (30) days from its receipt of written notice of breach;
provided, however, that if such breach cannot be cured within said thirty (30) day period, the
breaching party shall not be in Default if, within thirty (30) days, it commences efforts, and
thereafter proceeds diligently, to cure such breach.
10) Termination.
(a) This Lease may be terminated by Landlord without any penalty or further liability, on
thirty (30) days prior notice to Tenant at any time in the event that Tenant: (i) is in Default after
notice and the expiration of any applicable cure period; or (ii) has failed to enter into any
subleases of the Premises or the Structure within one (1) year following the issuance of all
Governmental Approvals; or (iii) has failed to submit an application to the Town of Wappinger
Planning Board or Building Department, as applicable by code. Notwithstanding the above
section 10(a)(iii), if Tenant is unable to submit the application within the allotted time limit,
Tenant may request that Landlord extend the time limit. As long as Tenant is diligently pursuing
the project and has cause for requiring the additional time, Landlord's approval shall not be
unreasonably withheld, conditioned or delayed.In such event, Landlord, in its sole discretion,
may require upon written notice to Tenant, that Tenant remove the Structure and all other
installations made by Tenant at the Premises, in accordance with Section 7 hereof.
(b) This Lease may be terminated by Tenant, without any penalty or further liability, on
thirty (30) days prior notice to Landlord as follows: (i) if Tenant is unable to obtain in a timely
manner any Governmental Approval necessary for the installation and/or operation of the
Structure at the Premises, or any Governmental Approval is canceled, expires, lapses or is
otherwise withdrawn or terminated; or (ii) if Tenant determines the Premises are not appropriate
for its operations for economic or technological reasons; or (iii) if Tenant is unable to occupy
and utilize the Premises due to an action of the Federal Communications Commission
including, without limitation, a take back of channels or change in frequencies; or (iv) if
Hazardous Substances (as defined in Section 16) are or become present on the Property or
Premises in violation of Environmental Laws (as defined in Section 16).
11) Insurance and Subrogation.
(a) Tenant shall maintain the following insurance during the Lease Term:
(i) general liability insurance for claims for bodily injury or death and property damage
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with combined single limits of not less than $1,000,000 per occurrence with a general
aggregate limit of $2,000,000.
(ii) workers' compensation insurance insuring against and satisfying Tenant's
obligations and liabilities under the workers' compensation law of the state in which the
Premises are located; and
(iii) if Tenant operates owned, hired or non -owned vehicles on or about the Property,
comprehensive automobile liability insurance with a limit of not less than $1,000,000
combined bodily injury and property damage.
(iv) an umbrella policy of $2,000,000.
Each such policy (except workers' compensation) shall list Landlord as an additional insured,
and shall provide that it will not be terminated during the Lease Term or modified to affect the
coverage required except after thirty (30) days prior notice thereof to Landlord.
(b) Tenant shall have the right to fulfill its insurance obligations under this paragraph by
obtaining appropriate endorsements to .any master policy of liability insurance that Tenant or its
affiliates may maintain.
(c) Tenant shall, prior to commencing construction of the Structure and annually thereafter,
furnish to Landlord certificates of insurance listing Landlord either as additional named insured
or additional insured on a primary basis and the Landlord's insurance is non-contributing to the
extent permitted by applicable insurance regulations.
(d) At all times during the Lease Term, Landlord will carry and maintain commercial
general liability insurance on the Property, including any common area, in commercially
reasonable amounts.
(e) Landlord and Tenant each waive any and all rights to recover against the other, or
against the officers, directors, shareholders, partners, joint ventures, employees, agents,
customers, invitees or business visitors of such other party, for any loss or damage to such
waiving party arising from any cause covered or required to be covered by any property
insurance required to be carried pursuant to this paragraph or any other property insurance
actually carried by such party, provided that the party against whore relief is sought, has
complied with the terms of this Section 10. Landlord and Tenant will cause their respective
insurers to issue waiver of subrogation rights endorsements to all property insurance policies
carried in connection with the Structure or the Premises or the contents of either.
12) Hold Harmless. Tenant agrees to indemnify and hold Landlord harmless from any and all
claims arising directly from the installation, use, maintenance, repair or removal of the Structure
at the Premises, except for claims arising from the negligence or intentional acts of Landlord, its
employees, agents or independent contractors. Landlord agrees to indemnify and hold Tenant
harmless from any and all claims arising out of the negligence or intentional acts of Landlord,
its employees, agents, or independent contractors in, on or about the Property, except for claims
arising from the negligence or intentional acts of Tenant, its employees, agents or independent
contractors.
13) Notices. All notices, requests, demands and other communications shall be in writing and
shall be deemed given, (i) if personally delivered or mailed, upon delivery, or if (ii) by certified
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mail, return receipt requested, five (5) days after mailing, or if (iii) sent by overnight carrier,
upon receipt, to the addresses for Landlord and Tenant stated below:
if to Landlord:
Town of Wappinger
20 Middlebush Road
Wappingers Falls, New York 12590
Attention: Supervisor
with a copy to: Town of Wappinger
20 Middlebush Road
Wappingers Falls, New York 12590
Attention: Town Clerk
with a copy to: Stenger Roberts Davis & Diamond, LLP
1136 Route 9
Wappinger Falls, New York, 12590
Attention: Albert P Roberts, Esq.
(or successor law firm as directed by Landlord)
if to Tenant: Wireless EDGE Towers, LLC
270 North Avenue, Suite 809
New Rochelle, New York 10801
Attention: Tower Development
with a copy to: Cuddy & Feder LLP
445 :Hamilton Ave., 14'h Floor
White Plains, New York 10601
Attention: Robert J. Levine, Esq.
14) Quiet Enjoyment, Title and Authority. Landlord represents, to the best of its knowledge, to
Tenant that (i) Landlord has full right, power and authority to execute this Lease and Landlord
has taken all necessary action to approve this Lease and has authorized the signatories of this
Lease to sign same; (ii) the Property is free and clear of any unrecorded covenants, restrictions,
liens or mortgages which would interfere with Tenant's rights to or use of the Premises; (iii) no
consents are required from any mortgagee, licensee or any other occupant of the Property with
respect to Tenant's use of the Premises; (v) the execution and performance of this Lease will
not violate any local laws, ordinances, covenants or the provisions of any mortgage, lease or
other agreement binding on Landlord. Landlord shall be responsible for any costs due to the
failure of the Property, exclusive of Leased Premises, to comply with all applicable local, state
and federal laws, ordinances, codes, and regulations. Tenant shall not be responsible for any
costs due to the failure of the Property, exclusive of Leased Premises, to comply with all
WEC-NY-22
Town of Wappinger
applicable local, state and federal laws, ordinances, codes, and regulations, unless such failure
to comply was caused by Tenant or any of its employees or agents or sub -Tenants. Landlord
shall not be responsible for any costs due to failure of the Leased Premises to comply with
applicable local, state and federal laws, ordinances, codes and regulations caused by Tenant, its
employees, agents or sub -Tenants. Landlord covenants that at all times during the term of this
Lease, Tenant's quiet enjoyment of the Premises or any part thereof shall not be disturbed as
long as Tenant is not in Default after notice and the expiration of any applicable cure period.
15) Casualty or Condemnation. If the Property or the Structure are destroyed or damaged so as
in Tenant's reasonable judgment to substantially and adversely affect the effective use of the
Structure, then Tenant may elect to terminate this Lease and in such event, all rights and
obligations of the parties shall cease as of the date of the damage or destruction, and Tenant
shall be entitled to the reimbursement of any Rent prepaid by Tenant. If Tenant elects to
continue this Lease, then all Rent shall abate until the Premises and/or Structure are restored to
the condition existing immediately prior to such damage or destruction. In the event of a
condemnation of all or any part of the Property, Tenant shall have the right to terminate this
Lease if such condemnation disrupts Tenant's operation at the Property or renders the Premises
unsuitable for Tenant's use. Landlord and Tenant shall each be entitled to pursue their own
separate awards with respect to such taking. Sale of all or part of the Premises to a purchaser
with the power of eminent domain in the face of the exercise of the power shall be treated as a
taking by condemnation.
16) Waiver of Landlord's Lien, Financing. The Structure shall remain the exclusive property of
Tenant. In this regard, Landlord hereby waives any and all lien rights it may have, statutory or
otherwise, concerning the Structure or any portion thereof, as well as and all other installations
made by Tenant at the Premises, whether same are deemed real or personal property under
applicable laws, and Landlord gives Tenant the right to remove all or any portion of same from
time to time. Notwithstanding the aforementioned, Landlord does not waive statutory liens for
non-payment of taxes. Tenant may enter into a secured financing arrangement for which the
Structure or this Lease is security, provided such an arrangement shall not impair or abridge the
rights of Landlord under this Lease and such secured party agrees to be bound by the terms and
provisions of this Lease from the time it succeeds to the interest of Tenant under this Lease.
17) Environmental Laws.
(a) As used herein, the term "Environmental Laws" shall mean any and all local, state or
federal statutes, regulations or ordinances pertaining to the environment or natural resources.
As used herein, the term "Hazardous Substance" shall mean any toxic or hazardous waste,
material, or substance that is regulated by Environmental Laws, including, without limitation,
asbestos and petroleum products; hazardous or solid wastes.
(b) Tenant and Landlord each represent, warrant and agree that it will conduct its activities
on the Property in compliance with all applicable Environmental Laws. Landlord further
represents, warrants and agrees that neither Landlord, nor to Landlord's knowledge, any third
party, has used, generated, stored or disposed of, or permitted the use, generation, storage or
WFC -NY -22
Town of Wappinger
disposal of, any Hazardous Substance on, under, about or within the Property or Premises in
violation of any Environmental Law.
18) Miscellaneous.
(a) This Lease shall run with the Property, and shall be binding upon and inure to the
benefit of the parties, their respective successors, personal representatives and assigns.
(b) This Lease constitutes the entire agreement and understanding of the parties, and
supersedes all offers, negotiations and other agreements. There are no representations or
understandings of any kind not set forth herein. Any amendments to this Lease must be in
writing and executed by the party against whom enforcement is sought.
(c) Each party agrees to cooperate with the other in executing any documents (including a
memorandum of lease and/or easement agreement) in a form reasonably satisfactory to both
parties necessary to protect its rights or use of the Premises. Tenant may record the
memorandum of lease.
(d) Tenant agrees that it will pay or cause to be paid all costs for work done by it or caused
to be done by it on the Premises, and will keep the Premises free and clear of all mechanics'
liens on account of work done by Tenant or persons claiming under it. Tenant may contest the
validity or amount of any such lien and may appeal any adverse judgment or decree, provided,
however, that at the reasonable written request of Landlord, Tenant shall post a bond sufficient
to remove such lien pending contest against the enforcement of the lien against Landlord. If
Tenant shall default in paying any charge for which a mechanic's lien and suit to foreclose the
lien have been filed, and shall not be taking appropriate actions to contest the validity or amount
of such lien with ninety (90) days of the filing of such lien, Landlord may (but shall not be
required to), after written notice to Tenant, pay said claim and the amount so paid shall be
immediately due and owing from Tenant to Landlord, and Tenant shall pay the same to
Landlord upon demand.
(e) This Lease and the rights and obligations of the undersigned parties shall be governed by
and construed in accordance with the laws of the State where the Property is located without
giving effect to principles of conflict of laws. The undersigned hereby irrevocably submit to the
jurisdiction and venue of Supreme Court, Dutchess County, New York, where the Property is
located, over any action or proceeding arising out of any dispute between the undersigned, with
respect to this Lease.
(f) The provisions of this Lease are severable. If a court of competent jurisdiction rules that
any provision of this Lease is invalid or unenforceable, such provision shall be replaced by
another provision which is valid and enforceable and most closely approximates and gives
effect to the intent of the invalid or unenforceable provision. Furthermore, such ruling shall not
affect the validity or enforceability of any other provision of this Lease.
(g) Any consent required hereunder shall not be unreasonably withheld, conditioned, or
delayed.
(h) This Lease may be executed in any number of counterparts, any of which may be
executed and transmitted by facsimile or other electronic method, and each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
(i) No failure on the part of either party to exercise, and no delay in exercising, any right
WEC-NY-22
Town of Wappinger
under the Lease shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right preclude any other right, all subject to the conditions and limitations contained in the
Lease,
(j) A waiver of any right or remedy by either party at any one time shall not affect the
exercise of such right or remedy or any other right or remedy by that party at any other time. In
order for any waiver to be effective, it shall be in writing, signed by an authorized person or
board, and be express and unequivocal and specify precisely the rights or remedies being
waived. The failure of either party to take any action in the event of any breach by the other
party shall not be deemed or construed to constitute a waiver of any of its rights or to otherwise
affect the right of that party to take any action permitted by the Lease at any other time, in the
event that such breach has not been cured, or with respect to any other breach.
(k) The rights and remedies provided in the Lease are cumulative and not exclusive of any
remedies provided by law, and nothing contained in the Lease shall impair any of the rights of
either party under applicable law, subject in each case to the terms and conditions in the Lease.
IN WITNESS WHEREOF, the parties have executed this Lease as of the date and year first
above written.
LANDLOIM.-
Town,of Wappinger
By: Barbara A Gutzlq-
Title: Supervisor
TENANT:
Wireless EDGE Towers, LLC
WFIC-NY-22
Town ofWappinger
ACKNOWLEDGMENTS
STATE OF NEW YORK )
) ss..
COUNTY OF DUTC7H SS )
On the V day of , 2014, before me, the undersigned, personally
appeared BARBARA A. G ZLER, rsonally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person upon behalf of which the individual, or the person upon
behalf of which the individual acted, executed the instrument.
NOTARY PUBLIC
ALBERT P. ROBERTS
Wary Public State of New York
too. 02RO3301623
STATE OF NEW YORK ) Qualified in Outchess County
Commission Expires February 28, 2018
ss:
COUNTY OF WESTCHESTER }
On the 25—k— day of ) , 2014, before me, the undersigned, personally
appeared JOHN E. ARTHUR, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his signature on the
instrument, the individual, or the person upon behalf of whi the in�ydi idual acted, executed the
instrument. II 1
NOTARY PUBLIC
David UX*w
NotwY Public, M0118 of New Y0*
No. OZ A46MM
QWWred In Westdte W Co"
CoMi Wm EOM Feb. 28, 2013
Description of the Landlord's Property
That certain parcel of real property located in the Town of Wappinger, County of Dutchess,
State of New York, designated on the Tax Map as Parcel Number 135689-6357-01-114590 and
commonly known as 30 Soccerfield Drive, along with non-exclusive access and utilities
through Parcel Number 135689-6357-01-083625 and commonly known as 35 Soccerfield
Drive, a portion of which property is more particularly shown on Exhibit E attached hereto.
Legal Description;
This Exhibit A may be substituted for Meets and Bounds description of the Properties.
WEC-NY-22
Town of Wappinger
12
EXHCBIT C
The Structure
r nn n n IrH TOPPING SECTION
NAME I DATE
[DRAWN JA
12/04/13
CHECKED JA 1112104113
"VIEW ELEVATION
SCALE: SHEET 2
NOT TO SCALE
TYPICAL ANTENNA ARRAY
(5 PLACES)
WEC-NY-22 WAPPINGERS
WIRELESS COMMUNICATIONS FACILITY
Town of Wappingers
Parcel 9 135689-6537-01-114590-0000
30 5occerf'ield [give
Wappingers, NY
LEASE EXHIBIT
FxHrRIT n
Antenna Site Management Responsibilities
Wireless EDGE Towers, LLC or it affiliate ("Wireless EDGE") shall perform any or all of the
services that are the subject of this Agreement. Wireless EDGE shall be the site manager for
subleasing of the Premises and the Structure.
Wireless EDGE will perform the following site management services for the Premises:
1) Market Facility to Wireless Carriers
a) Contact potential tenants.
b) Determine tenants' current & future requirements.
c) Develop sublease template.
d) Develop site application form and installation requirement specification.
e) Actively market the site from time to time in conjunction with tenants' build -outs and
available space on the site.
2) Tenant Acquisition
a) Review and process tenant's applications.
b) Negotiate subleases.
c) Review tenant's proposed construction drawings with Landlord (where applicable).
d) Review tenant's RF study report (where applicable).
e) Coordinate installation schedule with Landlord.
3) Post Installation Management
a) Inspect site for compliance with approved drawings.
b) Inspect site for general quality of work.
c) Maintain site inventory database of tenants' equipment (antenna, cable, and cabinet
level)
d) Coordinate site changes.
e) Monitor sites annually for configuration changes against lease baseline and check
general condition of wireless carrier installations.
f) Maintain facility as necessary.
4) Financial Management
a) Collect and track rent payments.
b) Consolidate rent streams from different tenants.
c) Track annual adjustments to lease payments and notify tenants.
WEGNY-22
Town of Wappinger
MEMORANDUM OF LEASE
BY AND BETWEEN
WIRELESS EDGE TOWERS, LLC
having an address at
270 North Avenue, Suite 809
New Rochelle, New York 10801
("TENANT"),
W4W
TOWN OF WAPPINGER
20 Middlebush Road
Wappingers Falls, New York 12590
("LANDLORD")
WITH RESPECT TO THE PROPERTY LOCATED AT:
STREET ADDRESS: 30 Soccerfield Drive, Wappinger Falls, NY
COUNTY: Dutchess
Parcel Number: 135689-6357-01-114590
Wireless EDGE ID: WEC-NY-22
THIS INSTRUMENT SHOULD BE RECORDED AND RETURNED TO:
Cuddy & Feder LLP
445 Hamilton Avenue, 14th Floor
White Plains, NY 10601
Attention: Robert J Levine, Esq.
WEC-NY-22
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this "Memorandum") dated as of , 2014
evidences that a lease was made and entered into by written Wir ess Telecommunications
Facility Lease Agreement dated , 2014 (the "Lease Agreement")
between the Town of Wappinger awing anAddress" at 20 Middlebush Road, Wappingers Falls,
New York 12590 ("Landlord") and Wireless EDGE Towers, LLC, having an address at 270
North Avenue, Suite 809, New Rochelle, New York 10801 ("Tenant").
The Lease Agreement provides in part that Landlord leases to Tenant certain premises located at
30 Soccerfield Drive in the Town of Wappinger, County ofDutchess, State ofNew York (the "Property"
as described in Exhibit A), within the property of Landlord, which premises are described on
Exhibit B attached hereto (the "Premises"), with grant of unrestricted rights of access and
electric and telephone utility service to the Premises through 35 Soccerfield Drive, Parcel
Number 135689-6357-01-083625, for an initial term of ten (10) years commencing on the
Commencement Date in accordance with the Lease Agreement, which term shall be
automatically extended for three (3) additional ten-year renewal terms unless Tenant provides
notice to Landlord of Tenant's intention not to extend not less than sixty (60) days prior to the
expiration of the initial term or the then current renewal term, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year
first above written.
LANDLORD:
Town of Wappinger
By: if .
Name: Barbara A utile
Title: Supervisor
TENANT:
Wireless EDGE Towers,
go
JoY i E Arthur
WEC-NY-22
STATE OF NEW YORK )
) ss.
COUNTY OF WESTCHESTER )
On the day of J � aWA in the year 201,Pbefore me, the undersigned, personally
appeared John E Arthur, personal6 known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrumcnt, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
Notary Public
My Commission Expires:
JOHN M. SULLIVAN
Notary Public, State of New York
No. 03-4839468
Qualified in Westchester un
Commission Exoires
STATE OF NEW YORK )
ss.
COUNTY OF DUTCHESS )
On the day of�Dpenalliy
n the year 2014 before me, the undersigned, personally
appeared Barbara A ti, known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
I V'A�
Notary Public
My Commission Expires:
ALBERT P. ROBERTS
Notary Public State of New Yotlt
No. 02803301620
"Med in outchess Cointy
CWMNwjon Expires February 28,2Q4
WEC-NY-22
EXHBIT A
Description of the Landlord's Property
That certain parcel of real property located in the Town of Wappinger, County of Dutchess,
State of New York, designated on the Tax Map as Parcel Number 135689-6357-01-114590 and
commonly known as 30 Soccerfield Drive, along with non-exclusive access and utilities
through Parcel Number 135689-6357-01-083625 and commonly known as 35 Soccerfield
Drive, a portion of which property is more particularly shown on Exhibit B attached hereto,
Legal Description:
This Exhibit A may be substituted for Meets and Bounds description of the Properties.
WEC-NY-22
Town of Wappinger
Wappingers paUu'New York 12590
(845)298-2000
FAX (845) 298-2842
vwvn.ordmav^uom
--------
Hon. Joseph P.PaoloniTown Clerk
Kenneth M. Stenger Town ofVVapp|mQer
Albert p.Roberts 2OK4idd|abmohRoad
Thomas R. Davis Wappingers Falls, New York 1259O
Stephen E.oiarnond* Re: Lease Agreement with
Joan F, Garrett— Wireless Telecommunications Facility
--------- DearJoe-
mevinT.mmDermott
Angel 1. Fammn Enclosed herewith tobeplaced onfile inyour office |sanoriginal Wireless
James p.*nmn**^ Telecommunications Facility Lease Agreement along with an original Memorandum of
Lease.
Lisa m.Cobb
M. Ellen: O'Sullivan Please call should you have any questions.
Marina vO'Neill
Thank you.
Melissa aManna-Williams
--------
Very truly yours,
OF COUNSEL
STS& DIAMOND, LLP
�oom��vvmm�n ROBERTS,`~'`^
marenMwcNiwh
ci- �,.l�_^_ � `�_^�_
-------- ��NDRAA.0AKLEY
PARALEGALS Paralegal
Sandra Oakley Enclosures
Dawn m.pa:mo `---~
-------- cc: Town Board
CLo$|NocOORonmATCn
Maria L. Jones
.ALSO AD"rTTE"°FL°MA
'^LSu^DMmc =CT
—ALSO ^ummEDwm
WIRELESS TELECOMMUNICATIONS FACILITY LEASE AGREEMENT
This reless Telecommunications Facility Lease Agreement ("Lease") is entered into as of the
day of , 2014 (the "Effective Date") by and between the Town of
Wapping er ( andlord and Wireless EDGE Towers, LLC ("Tenant").
WITNESSETH:
WHEREAS, Landlord is the owner of certain real property more particularly described on Exhibit
"A" attached hereto (the "Property"); and
WHEREAS, Landlord and Tenant are entering into this Lease for a portion of the Property
measuring approximately 6,400 square feet as more particularly described on Exhibit ".B"
attached hereto (the "Premises") to permit Tenant to develop the Premises as a wireless
telecommunications facility; and
WHEREAS, in order to develop the Premises, Tenant shall construct a tower, as generally
depicted on Exhibit "C" attached hereto (collectively, the "Structure"), as well as equipment
sheds and related facilities and improvements to accommodate multiple wireless carriers, as
well as Landlord's public service or other governmental antennas; and
WHEREAS, Tenant intends to market portions of the Structure and Premises to wireless
carriers, and to enter into appropriate agreements with such carriers to use the Structure and
Premises; and
WHEREAS, during the period of the carriers' use of the Structure and the Premises, Tenant
shall manage the Premises by performing the services described on Exhibit "D" attached hereto
(the "Antenna Site Management Responsibilities");
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Landlord and Tenant hereby agree as follows:
1) Premises. Landlord hereby leases to Tenant the Premises and Tenant hereby leases from
Landlord the Premises upon the terms and conditions contained in this Lease.
2) Term.
(a) The Initial Term of the Lease shall be ten (10) years (the "Initial Term"),
commencing upon the date ("Commencement Date") that is the earlier of (i) the date that
Tenant commences the actual construction on the Premises, or (ii) the date that is sixty (60)
days after Tenant has received all Governmental Approvals (as hereafter defined) including the
issuance of a building permit by Landlord. Upon commencing such construction, Tenant shall
notify Landlord of the Commencement Date. Tenant shall have the right to extend this Lease for
W1 C -NY -22
Town of Wappinger
three (3) renewal terms of ten (10) years each (each, a "Renewal Term"; the Initial Term and
any Renewal Term are hereinafter referred to collectively as the "Lease Term"). Each Renewal
Term shall be on the same terms and conditions as set forth herein.
(b) If Tenant elects not to exercise Tenant's right to renew the Term or any Renewal
Term, as the case may be, Tenant shall notify Landlord, in writing, of Tenant's intention not to
renew this Lease, at least sixty (60) days prior to the expiration of the then current term. Unless
Tenant notifies Landlord, in writing, of its intention not to exercise a Renewal Term, such
Renewal Term shall be deemed automatically exercised and this Lease shall continue pursuant
to the terms hereof.
(c) If Tenant remains in possession of the Premises at the expiration of the Lease Term
without a written agreement, such tenancy shall be deemed a month-to-month tenancy under the
same terms and conditions of this Lease.
3) Rent.
(a) Upon the Commencement Date, Tenant shall pay Landlord, as rent, the amount
of Twenty-four Thousand Dollars ($24,000.00) per year (the "Annual Rent") payable in
equal monthly installments of Two Thousand Dollars ($2,000.00) per month in advance to
Landlord, at the Landlord's business address as provided by Landlord to Tenant. Annual Rent
for each year of the Initial Term and the first Renewal Term shall be increased by the amount of
three percent (3%) over the Annual Rent in effect at the end of the previous year. Starting on
the first year of the second Renewal term and thereafter, the Annual Rent for each year shall be
increased by the Consumer Price Index as such term is hereafter defined, over the Annual Rent
in effect at the end of the previous year. The "Consumer Price Index" will mean the Local
Metropolitan Area Consumer Price Index published by the Bureau of Labor Statistics of the
United States Department of Labor for Urban Wage Earners and Clerical Workers (CPT -W). In
the event the Consumer Price Index is converted to a different standard reference base or
otherwise revised, the determination of Annual Rent will be made with the use of such
conversion factor, formula or table for converting the Consumer Price Index as may be
published by the Bureau of Labor Statistics, or if the Bureau should fail to publish same, then
with the use of such conversion factor, formula or table for converting the Consumer Price
Index as may be published 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 Tenant may agree upon will be
substituted for the Consumer Price Index. If they are unable to agree, then such matter will be
submitted to arbitration.
(b) In addition, Tenant shall pay to Landlord a portion of the amounts collected from
wireless carriers using portions of the Structure and the Premises as specified in Section 6(c)
below ("Co -Location Rent"; Annual Rent and Co -Location Rent are sometime hereinafter
referred to, collectively, as "Rent").
(c) Landlord acknowledges and agrees that the total compensation or remuneration
which Landlord shall be entitled to charge and collect from Tenant, in any manner related to
Tenant's use and operation of the Premises, shall be solely as set forth in Sections 3(a) and 3(b)
above. In this regard, Landlord agrees that it shall not levy or impose any additional fees, other
WEC-NY-22
Town of Wappinger
than standard and customary permit fees, real estate taxes (specifically State, County and Town
and School taxes and assessments) upon Tenant other than as set forth in this Agreement.
4) Permitted Use; Governmental Approvals; Construction.
(a) The Premises may be used by Tenant for the construction, maintenance and operation of
the Structure for the transmission and reception of communications signals, including wireless
communication purposes and uses incidental thereto. Tenant shall obtain all licenses,
certificates, permits, authorizations or approvals from all applicable government and/or
regulatory entities including, but not limited to all necessary zoning and site plan approvals,
building permits and certificates of occupancy (collectively, the "Governmental Approvals").
Tenant agrees to submit required applications for governmental approvals to the Town of
Wappinger Planning Board within one year from the date of a fully executed copy of this Lease
Agreement. In the event Tenant does not submit required applications for governmental
approvals to the Town of Wappinger Planning Board within one year as stated herein, either
party may cancel this Lease Agreement upon thirty days written notice to the other party. The
Town Board agrees to grant a reasonable extension of time for cause demonstrated by Tenant.
(b) Landlord hereby authorizes Tenant to prepare, execute, and file all required applications
for the Governmental Approvals, subject to the review and approval of Landlord, not to be
unreasonably withheld, conditioned or delayed. Tenant shall be responsible for vigorously and
diligently defending on its behalf (but not representing Landlord) all Governmental Approvals
granted for the Structure and Premises, including any approvals made by a board or commission
of the Landlord, which are challenged by a third party in any administrative agency or court of
law. Tenant shall submit a building permit application to the Town of Wappinger within sixty
(60) days of obtaining final site plan approval (the "Permit Filing Date"), including expiration
of all applicable appeal periods. Upon request of Tenant, Landlord may extend the Permit Filing
Date if Tenant is delayed through no fault of Tenant, and Landlord shall not unreasonably or
arbitrarily withhold such extension.
(c) Tenant shall have the right, at Tenant's expense, to conduct engineering tests,
environmental tests, and all other feasibility studies necessary or desirable for Tenant's use of
the Premises. Such testing by Tenant shall not unreasonably interfere with the operations of the
Landlord at the Property.
(d) Upon obtaining all Governmental Approvals, Tenant shall have the right, at Tenant's
expense, to construct and maintain the Structure on the Premises. In this regard, Tenant shall
have the right to install, at Tenant's sole cost and expense, utilities and conduits necessary to
service the Structure, to improve the present utilities on the Property, and/or install an
emergency power generator on the Premises. All work by Tenant shall be performed in
compliance with applicable laws and ordinances and shall be done in a fashion so as to
minimize interference with the use of the area surrounding the Premises by Landlord and, upon
completion of such construction, any area disturbed by the work, shall be restored to the
condition it was in prior to the commencement of said work.
(e) In making and executing this Lease, Tenant represents that it has not relied upon, nor been
induced by, any statements or representations of any person in respect to the zoning of, utility
W EC -NY -22
Town of Wappinger
service for or the physical condition of the subject Property, or of any other matter affecting, or
relating to the subject Property of this transaction. Tenant has, on the contrary, relied solely on
such investigations, examinations and inspections as Tenant has chosen to make or have made.
Tenant acknowledges that Landlord will afford Tenant the opportunity for full and complete
investigations, examinations and inspections of the subject Property.
(i) Tenant, its representatives, agents, and employees are granted the limited privilege to
enter upon the subject Property for the purpose of performing engineering, environmental and
land use (zoning and site plan) planning studies, test borings and a survey of subject Property.
The Tenant agrees that any such entry shall be at its own risk, and agrees to indemnify and save
Landlord harmless from all costs, loss or damage on account of injury to person and property
arising out of said entry upon the Property, together with any and all attorneys' fees and
expenses incurred by the Landlord on account of any claims thereof, except for those resulting
from Landlord's gross negligence or wrongful act(s).
(g) If Tenant or his agents, disturb or alter the Property as a result of its entry as authorized
above, Tenant agrees, at its own cost and expense, and to the extent reasonably practicable, to
restore the Property to the condition that existed prior to the disturbance, as soon as reasonably
possible. This Clause shall survive any termination of this Contract.
(h) Tenant or any of its contractors or subcontractors shall name Landlord as additionally
insured or certificate holder on general liability policies in accordance with paragraph 10.
Insurance policies shall be delivered to Landlord prior to entry onto the property.
5) Access; Utilities and Taxes.
(a) Landlord hereby grants Tenant access to the Premises over, under and across the
Property ("Access") twenty -four -(24) hours per day, seven (7) days per week, for the purpose of
ingress, egress, installation, maintenance and operation of the Structure and any associated
utilities. The Access right granted herein shall automatically extend to all of Tenant's agents,
representatives, contractors, invitees and vendors, as well as to all subtenants and their agents,
representatives, contractors, invitees and vendors.
(b) Landlord's access to the Premises shall be restricted as follows: (i) unless an emergency
condition exists, all access shall be on reasonable notice to Tenant; (ii) Landlord shall take
commercially reasonable precautions to ensure that no damage occurs to the Structure or other
improvements or any of the property of Tenant or any subtenant during or as a result of such
access; and (iii) Landlord shall promptly repair, to Tenant's reasonable satisfaction, any damage
caused as a result of any such access.
(c) Tenant shall have the right to obtain, for itself and on behalf of its subtenants, sufficient
utility services to the Premises, including, without limitation, electric service and telephone
service. Subject to Landlord's reasonable approval of the location and at Tenant's sole cost,
Tenant shall have the right to install conduits, utility lines, related equipment and other items to
connect the Premises to such utility services. At the time of such installation by Tenant, Tenant
shall provide conduits and sufficient electrical capacity to allow Landlord to operate Landlord's
public service or other governmental antennae systems as hereinafter defined at the Premises.
Such installation by Tenant shall not unreasonably interfere with the operations of the Landlord
at the Property. Tenant shall pay any charges to install utilities to the Premises, including
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Town of Wappinger
emergency power generators, and shall pay all utilities charges for utilities consumed by Tenant
at the Premises. Landlord agrees to reasonably cooperate with Tenant to obtain any required
local public utility easements, if necessary.
(d) Tenant shall pay Landlord as Additional Rent, or directly to the appropriate taxing
authority, any real estate taxes or assessments with respect to the Property which are directly
attributable to the improvements placed on the Premises by Tenant's subtenants as provided in
this Agreement. Such taxes may only be imposed upon Tenant's subtenants in conjunction with
similar tax treatment of other properties containing improvements similar to other wireless
telecommunications facilities in the Town. Landlord shall not assess the Structure, Landlord's
or other governmental and public safety improvements on the Structure, except for
improvements to the Structure in connection with commercial antenna installations and related
ground improvements.
(e) As a condition precedent to Tenant's obligation to make any such tax payment, Landlord
agrees to promptly furnish proof of such taxes and assessments to Tenant, including true copies
of the real estate tax bills (or other documentation) provided to Landlord. Tenant and Tenant's
subtenants shall have the right to appeal or otherwise challenge any such taxes in its own name.
6) Assignment and Subletting.
(a) Tenant may not assign this Lease without obtaining the prior consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the
foregoing, Tenant shall have the right to assign this Lease, without the consent of Landlord: (i)
to the purchaser or transferee of the Structure, provided that (x) the proposed assignment is for a
legitimate business purpose, (y) the proposed purchaser shall have been engaged in business in
the wireless industry for at least five years and (z) the proposed purchaser shall have assets or
net worth of at least Two Million Dollars ($2,000,000) at the time of the proposed transfer; or
(ii) to a parent, affiliate, or subsidiary of Tenant, or an entity controlling, controlled by or under
common control with Tenant. Prior to assigning this Lease, Tenant shall give notice to
Landlord of Tenant's intention to assign at least thirty (30) days prior to such assignment
together with written proof of compliance with the standards set forth above. Tenant's notice to
Landlord shall specify the name and mailing address of the assignee. Upon proof of compliance
with the above, and upon the effective date of the assignment, Tenant shall be relieved of all
obligations of this Lease.. The assignment of this Lease shall not be effective if compliance with
the above standards have not been proven to the satisfaction of Landlord."
(b) Tenant shall have the further right, without the consent of Landlord, to sublet the
Structure and the Premises, in whole or in part, to wireless carriers ("co -locators") in accordance
with the permitted uses of the Premises set forth in Section 4 above. Tenant shall give notice to
Landlord each time Tenant enters into any such sublease. Tenant's notice to Landlord shall
specify the name and mailing address of the subtenant. Landlord and Tenant shall share the
rental income from subleases as described in subsection (c) below. Tenant shall be responsible
for all costs arising from marketing activities, acquisition of subtenants and the preparation and
negotiation of legal sublease documentation.
(c) The Annual Rent shall include the installation of equipment for, and sublease with, one
co -locator (the "Anchor Co -locator"), to be designated by Tenant. In addition to the Annual
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Town of Wappinger
Rent, Tenant shall pay Landlord an amount (the "Co -location Share") calculated as follows: (i)
an amount equal to the greater of Six Hundred Dollars ($600) per carrier per month from the
second through third subleases by BBE (:Broadband Equivalent) Carriers of the Premises or
Thirty percent (30%) of all amounts of Rental Income received from such second through third
subleases, (ii) an amount equal to the greater of Eight Hundred Dollars ($800) per carrier per
month from the forth and subsequent subleases by BBE (Broadband Equivalent) Carriers of the
Premises or Forty percent (40%) of all amounts of Rental Income received from such forth and
subsequent subleases and (iii) Forty percent (40%) of all amounts of Rental Income received
from additional subleases by NBE (Narrowband Equivalent) Carriers (governmental, paging,
etc. occupying the top portion of the monopole) of the Premises. Tenant shall not be obligated
to pay a Co -Location Rent of the Rental Income from the Anchor Co -locator. If the Anchor Co -
locator sublease is terminated or expires, Tenant shall designate by notice to Landlord the co -
locator sublease that shall replace the Anchor Co -locator sublease. The term "Rental Income" as
used in this Lease shall mean all amounts paid to Tenant by subtenants (co -locators), except that
Rental Income shall expressly exclude (i) any amounts paid to Tenant to reimburse Tenant for
costs incurred by Tenant caused by, at the request of or on behalf of, the subtenant, including,
but not limited to, utilities, site improvements, conduits, taxes, assessments, security deposits,
penalties and fines (including interest thereon) for violations of law by the subtenant and legal
fees; (ii) any amounts paid to Tenant to reimburse Tenant for costs incurred by Tenant in
entering into this Lease, obtaining the Governmental Approvals, or constructing the Structure
and Premises; and (iii) any initial fee to be charged by Tenant to each prospective subtenant to
reimburse Tenant for costs, expenses and fees related to the submissions, installation design and
site studies for such subtenant. In the event that any. amount of Rental Income is received by
Tenant in a month other than the month for which such Rental Income is due, Tenant will make
appropriate adjustments in order to properly allocate such amounts to the proper month. Annual
Rent and Co -Location Rent are sometimes, collectively, referred to herein as "Rent"
(d) Landlord may not assign its rights or obligations under this Lease without the prior
written consent of Tenant. Notwithstanding the foregoing, on written notice to Tenant, Landlord
shall be entitled without consent from Tenant to: (i) assign it's right to receive Rent subject to
6(t) below.
(e) If at any time after the Effective Date, Landlord receives a bona fide written offer from a
third party seeking an assignment of (or otherwise-seek-ingto-acquire)--the-rental--stream
associated with this Lease (a "Purchase Offer"), Landlord shall immediately furnish Tenant
with a copy of the Purchase Offer, together with a representation that the Purchaser Offer is
valid, genuine and true in all respects (a "Purchase Offer Notice"). Tenant shall have the right
within thirty (30) days after it receives the Purchase Offer Notice to agree in writing to match
the terms of the Purchase Offer. If Tenant chooses not to exercise this right of first refusal or
fails to provide written notice to Landlord within the thirty (30) day period, Landlord may
assign the rental stream pursuant to the Purchase Offer subject to the terms of this Lease
(including, without -limitation, the terms of this Subparagraph 6(e), to the person or entity that
made the Purchase Offer provided that (i) the assignment is on the same terms contained in the
Purchase Offer and (ii) the assignment occurs within ninety (90) days of Tenant's receipt of a
copy of the Purchase Offer. If such third party modifies the Purchase Offer or the assignment
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does not occur within such ninety (90) day period, Landlord shall re -offer to Tenant, pursuant to
the procedure set forth in this Subparagraph b(e), the assignment on the terms set forth in the
Purchase Offer, as amended and the foregoing time periods and terms/conditions shall re -apply
to the amended Purchase Offer. The right of first refusal hereunder shall (i) survive any transfer
of all or any part of the Property or assignment of all or any part of the Lease; (ii) bind and inure
to the benefit of, Landlord and Tenant and their respective heirs, successors and assigns; (iii)
run with the land; and (iv) terminate upon the expiration or earlier termination of this Lease
without the necessity of any further written confirmation of said termination of this right of first
refusal.
7) Public Service or Other Governmental Antennas.
a) Tenant shall provide structural capacity and reserved space on the Structure for
Landlord's public service or other governmental antennas (hereinafter Landlord's Antennas).
For the purposes of this Agreement, Landlord's public service or other governmental antennas
shall be deemed to include, but not limited to, antennas for the New Hackensack Fire District,
the Hughsonville Fire District, the Chelsea Fire District, the Wappinger Ambulance District and
any Police Department or agency designated by the. Town Board and any other antenna needed
to facilitate governmental functions of the Town of Wappinger.
b) At no cost to Landlord, Tenant shall install Landlord's antenna(s) and related
equipment on the Structure and Premises, as applicable, promptly following the completion of
the construction of the Structure. Tenant shall provide such space on the Structure to Landlord
free of rent. Tenant shall be solely responsible for all costs to maintain Landlord's antennas on
the Structure. All other related apparatus shall be maintained by the Landlord or the entity
owning the equipment.
8) Maintenance, Repair and Removal.
a) Tenant shall install and operate the Structure in compliance with all applicable laws and
ordinances. Tenant shall, at Tenant's expense, keep and maintain in good condition and repair
the Premises and the Structure, and shall maintain the Structure in compliance with all statutes,
codes, rules and regulations of any governmental agency having jurisdiction hereof. Upon
termination of this Lease, Landlord shall have the option of requiring Tenant to turn over to the
Town the tower and any related structures in operating condition, reasonable wear and tear
excepted, or to require the Structure and any related improvements to be removed . Whether or
not Landlord requires the removal of the Structure and related improvements, the Premises and
any improvements not removed shall be turned over to Landlord in good, usable condition,
reasonable wear and tear and casualty excepted, and any remaining improvements shall
thereupon become the property of Landlord. Notwithstanding the foregoing, in the event that
Landlord requires Tenant to remove the Structure as contemplated herein, Landlord
acknowledges and agrees that Tenant shall have no obligation to remove the foundation of the
Structure beyond ten (10) feet below grade.
b) In the event that Landlord desires to retain the Structure at the end of the Term for
purposes of maintaining its public services antennas and, provided, further, that no
wireless carriers will have leases for, or other right to remain on the Structure that will
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survive the end of the Term, Landlord shall be entitled to purchase the Structure from
Tenant on ninety (90) days advance written notice, for one dollar ($1..00). In the event that
Landlord desires to retain the Structure at the end of the Term for purposes of
maintaining its public services antennas, but at least one (1) wireless carrier has a lease or
other right to remain on the Structure which extends beyond the end of the Term,
Landlord and Tenant agree to negotiate in good faith regarding an extension of Lease.
9) Default. Any of the following occurrences, conditions or acts shall be deemed a default
under this Lease (a "Default"): (a) if Tenant fails to pay monetary amounts due under this Lease
within ten (10) business days of its receipt of written notice that such payments are overdue; or
(b) if either party fails to observe or perform any non -monetary obligations under this Lease and
does not cure such failure within thirty (30) days from its receipt of written notice of breach;
provided, however, that if such breach cannot be cured within said thirty (30) day period, the
breaching party shall not be in Default if, within thirty (30) days, it commences efforts, and
thereafter proceeds diligently, to cure such breach.
10) Termination.
(a) This Lease may be terminated by Landlord without any penalty or further liability, on
thirty (30) days prior notice to Tenant at any time in the event that Tenant: (i) is in Default after
notice and the expiration of any applicable cure period; or (ii) has failed to enter into any
subleases of the Premises or the Structure within one (1) year following the issuance of all
Governmental Approvals; or (iii) has failed to submit an application to the Town of Wappinger
Planning Board or Building Department, .as applicable by code. Notwithstanding the above
section 10(a)(iii), if Tenant is unable to submit the application within the allotted time limit,
Tenant may request that Landlord extend the time limit. As long as Tenant is diligently pursuing
the project and has cause for requiring the additional time, Landlord's approval shall not be
unreasonably withheld, conditioned or delayed.In such event, Landlord, in its sole discretion,
may require upon written notice to Tenant, that Tenant remove the Structure and all other
installations made by Tenant at the Premises, in accordance with Section 7 hereof.
(b) This Lease may be terminated by Tenant, without any penalty or further liability, on
thirty (30) days prior notice to Landlord as follows: (i) if Tenant is unable to obtain in a timely
manner any Governmental Approval necessary for the installation and/or operation of the
Structure at the Premises, or any Governmental Approval is canceled, expires, lapses or is
otherwise withdrawn or terminated; or (ii) if Tenant determines the Premises are not appropriate for its operations for economic or technological reasons; or (iii) if Tenant is unable to occupy
and utilize the Premises due to an action of the Federal Communications Commission
including, without limitation, a take back of channels or change in frequencies; or (iv) if
Hazardous Substances (as defined in Section 16) are or become present on the Property or
Premises in violation of Environmental Laws (as defined in Section 16).
11) Insurance and Subrogation.
(a) Tenant shall maintain the following insurance during the Lease Terra:
(i) general liability insurance for claims for bodily injury or death and property damage
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Town of Wappinger
with combined single limits of not less than $1,000,000 per occurrence with a general
aggregate limit of $2,000,000.
(ii) workers' compensation insurance insuring against and satisfying Tenant's
obligations and liabilities under the workers' compensation law of the state in which the
Premises are located; and
(iii) if Tenant operates owned, hired or non -owned vehicles on or about the Property,
comprehensive automobile liability insurance with a limit of not less than $1,000,000
combined bodily injury and property damage.
(iv) an umbrella policy of $2,000,000.
Each such policy (except workers' compensation) shall list Landlord as an additional insured,
and shall provide that it will not be terminated during the Lease Term or modified to affect the
coverage required except after thirty (30) days prior notice thereof to Landlord.
(b) Tenant shall have the right to fulfill its insurance obligations under this paragraph by
obtaining appropriate endorsements to any master policy of liability insurance that Tenant or its
affiliates may maintain.
(c) Tenant shall, prior to commencing construction of the Structure and annually thereafter,
furnish to Landlord certificates of insurance listing Landlord either as additional named insured
or additional insured on a primary basis and the Landlord's insurance is non-contributing to the
extent permitted by applicable insurance regulations.
(d) At all times during the Lease Term, Landlord will carry and maintain commercial
general liability insurance on the Property, including any common area, in commercially
reasonable amounts.
(e) Landlord and Tenant each waive any and all rights to recover against the other, or
against the officers, directors, shareholders, partners, joint ventures, employees, agents,
customers, invitees or business visitors of such other party, for any loss or damage to such
waiving party arising from any cause covered or required to be covered by any property
insurance required to be carried pursuant to this paragraph or any other property insurance
actually carried by such party, provided that the party against whom relief is sought, has
complied with the terms of -this Section 10. Landlord and Tenant will cause their respective
insurers to issue waiver of subrogation rights endorsements to all property insurance policies
carried in connection with the Structure or the Premises or the contents of either.
12) Hold Harmless. Tenant agrees to indemnify and hold Landlord harmless from any and all
claims arising directly from the installation, use, maintenance, repair or removal of the Structure
at the Premises, except for claims arising from the negligence or intentional acts of Landlord, its
employees, agents or independent contractors. Landlord agrees to indemnify and hold Tenant
harmless from any and all claims arising out of the negligence or intentional acts of Landlord,
its employees, agents, or independent contractors in, on or about the Property, except for claims
arising from the negligence or intentional acts of Tenant, its employees, agents or independent
contractors.
13) Notices. All notices, requests, demands and other communications shall be in writing and
shall be deemed given, (i) if personally delivered or mailed, upon delivery, or if (ii) by certified
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Town of Wappinger
mail, return receipt requested, five (5) days after mailing, or if (iii) sent by overnight carrier,
upon receipt, to the addresses for Landlord and Tenant stated below:
if to Landlord:
Town of Wappinger
20 Middlebush Road
Wappingers Falls, New York 12590
Attention: Supervisor
with a copy to: Town of Wappinger
20 Middlebush Road
Wappingers Falls, New York 12590
Attention: Town Clerk
with a copy to: Stenger Roberts Davis & Diamond, LLP
1136 Route 9
Wappinger Falls, New York, 12590
Attention: Albert P Roberts, Esq.
(or successor law firm as directed by Landlord)
if to Tenant: Wireless EDGE Towers, LLC
270 North Avenue, Suite 809
New Rochelle, New York 10801
Attention: Tower Development
with a copy to: Cuddy & Feder LLP
445 Hamilton Ave., 14th Floor
White Plains, New York 10601
Attention: Robert r. Levine, Esq.
14) Quiet Enjoyment, Title and Authority. Landlord represents, to the best of its knowledge, to
Tenant that (i) Landlord has full right, power and authority to execute this Lease and Landlord
has taken all necessary action to approve this Lease and has authorized the signatories of this
Lease to sign same; (ii) the Property is free and clear of any unrecorded covenants, restrictions,
liens or mortgages which would interfere with Tenant's rights to or use of the Premises; (iii) no
consents are required from any mortgagee, licensee or any other occupant of the Property with
respect to Tenant's use of the Premises; (v) the execution and performance of this Lease will
not violate any local laws, ordinances, covenants or the provisions of any mortgage, lease or
other agreement binding on Landlord. Landlord shall be responsible for any costs due to the
failure of the Property, exclusive of Leased Premises, to comply with all applicable local, state
and federal laws, ordinances, codes, and regulations. Tenant shall not be responsible for any
costs due to the failure of the Property, exclusive of Leased Premises, to comply with all
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'Town of Wappinger
applicable local, state and federal laws, ordinances, codes, and regulations, unless such failure
to comply was caused by Tenant or any of its employees or agents or sub -Tenants. Landlord
shall not be responsible for any costs due to failure of the Leased Premises to comply with
applicable local, state and federal laws, ordinances, codes and regulations caused by Tenant, its
employees, agents or sub -Tenants. Landlord covenants that at all times during the term of this
Lease, Tenant's quiet enjoyment of the Premises or any part thereof shall not be disturbed as
long as Tenant is not in Default after notice and the expiration of any applicable cure period.
15) Casualty or Condemnation. If the Property or the Structure are destroyed or damaged so as
in Tenant's reasonable judgment to substantially and adversely affect the effective use of the
Structure, then Tenant may elect to terminate this Lease and in such event, all rights and
obligations of the parties shall cease as of the date of the damage or destruction, and Tenant
shall be entitled to the reimbursement of any Rent prepaid by Tenant. If Tenant elects to
continue this Lease, then all Rent shall abate until the Premises and/or Structure are restored to
the condition existing immediately prior to such damage or destruction. In the event of a
condemnation of all or any part of the Property, Tenant shall have the right to terminate this
Lease if such condemnation disrupts Tenant's operation at the Property or renders the Premises
unsuitable for Tenant's use. Landlord and Tenant shall each be entitled to pursue their own
separate awards with respect to such taking. Sale of all or part of the Premises to a purchaser
with the power of eminent domain in the face of the exercise of the power shall be treated as a
taking by condemnation..
16) Waiver of Landlord's Lien; Financing. The Structure shall remain the exclusive property of
Tenant. In this regard, Landlordherebywaives any and all lien rights it may have, statutory or
otherwise, concerning the Structure or any portion thereof, as well as and all other installations
made by Tenant at the Premises, whether same are deemed real or personal property under
applicable laws, and Landlord gives Tenant the right to remove all or any portion of same from
time to time. Notwithstanding the aforementioned, Landlord does not waive statutory liens for
non-payment of taxes. Tenant may enter into a secured financing arrangement for which the
Structure or this Lease is security, provided such an arrangement shall not impair or abridge the
rights of Landlord under this Lease and such secured party agrees to be bound by the terms and
provisions of this Lease from the time it succeeds to the interest of Tenant under this Lease.
17) Environmental Laws.
(a) As used herein, the term "Environmental Laws" shall mean any and all local, state or
federal statutes, regulations or ordinances pertaining to the environment or natural resources.
As used herein, the term "Hazardous Substance" shall mean any toxic or hazardous waste,
material, or substance that is regulated by Environmental Laws, including, without limitation,
asbestos and petroleum products; hazardous or solid wastes.
(b) Tenant and Landlord each represent, warrant and agree that it will conduct its activities
on the Property in compliance with all applicable Enviromnental Laws. Landlord further
represents, warrants and agrees that neither Landlord, nor to Landlord's knowledge, any third
party, has used, generated, stored or disposed of, or permitted the use, generation, storage or
WFC -NY -22
`town of Wappinger
disposal of, any Hazardous Substance on, under, about or within the Property or Premises in
violation of any Environmental Law.
18) Miscellaneous.
(a) This Lease shall run with the Property, and shall be binding upon and inure to the
benefit of the parties, their respective successors, personal representatives and assigns.
(b) This Lease constitutes the entire agreement and understanding of the parties, and
supersedes all offers, negotiations and other agreements. There are no representations or
understandings of any kind not set forth herein. Any amendments to this Lease must be in
writing and executed by the party against whom enforcement is sought.
(c) Each party agrees to cooperate with the other in executing any documents (including a
memorandum of lease and/or casement agreement) in a form reasonably satisfactory to both
parties necessary to protect its rights or use of the Premises. Tenant may record the
memorandum of lease.
(d) Tenant agrees that it will pay or cause to be paid all costs for work done by it or caused
to be done by it on the Premises, and will keep the Premises free and clear of all mechanics'
liens on account of work done by Tenant or persons claiming under it. Tenant may contest the
validity or amount of any such lien and may appeal any adverse judgment or decree, provided,
however, that at the reasonable written request of Landlord, Tenant shall post a bond sufficient
to remove such lien pending contest against the enforcement of the lien against Landlord. If
Tenant shall default in paying any charge for which a mechanic's lien and suit to foreclose the
lien have been filed, and shall not be taking appropriate actions to contest the validity or amount
of such lien with ninety (90) days of the filing of such lien, Landlord may (but shall not be
required to), after written notice to Tenant, pay said claim and the amount so paid shall be
immediately due and owing from Tenant to Landlord, and Tenant shall pay the same to
Landlord upon demand.
(e) This Lease and the rights and obligations of the undersigned parties shall be governed by
and construed in accordance with the laws of the State where the Property is located without
giving effect to principles of conflict of laws. The undersigned hereby irrevocably submit to the
jurisdiction and venue of Supreme Court, Dutchess County, New York, where the Property is
located, over any action or proceeding arising out of any dispute between the undersigned, with
respect to this Lease.
(f) The provisions of this Lease are severable. If a court of competent jurisdiction rules that
any provision of this Lease is invalid or unenforceable, such provision shall be replaced by
another provision which is valid and enforceable and most closely approximates and gives
effect to the intent of the invalid or unenforceable provision. Furthermore, such ruling shall not
affect the validity or enforceability of any other provision of this Lease.
(g) Any consent required hereunder shall not be unreasonably withheld, conditioned, or
delayed.
(h) This Lease may be executed in any number of counterparts, any of which may be
executed and transmitted by facsimile or other electronic method, and each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
(i) No failure on the part of either party to exercise, and no delay in exercising, any right
WEC-NY-22
Town of Wappinger
tinder the Lease shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right preclude any other right, all subject to the conditions and limitations contained in the
Lease.
(j) A waiver of any right or remedy by either party at any one time shall not affect the
exercise of such right or remedy or any other right or remedy by that party at any other time. In
order for any waiver to be effective, it shall be in writing, signed by an authorized person or
board, and be express and unequivocal and specify precisely the rights or remedies being
waived. The failure of either party to take any action in the event of any breach by the other
party shall not be deemed or construed to constitute a waiver of any of its rights or to otherwise
affect the right of that party to take any action permitted by the Lease at any other time, in the
event that such breach has not been cured, or with respect to any other breach.
(k) The rights and remedies provided in the Lease are cumulative and not exclusive of any
remedies provided by law, and nothing contained in the Lease shall impair any of the rights of
either party under applicable law, subject in each case to the terms and conditions in the Lease.
IN WITNESS WHEREOF, the parties have executed this Lease as of the date and year first
above written,
LANDLORD TENANT:
Town of Wappinger
By; Barbara A Gutzler/// J
Title: Supervisor
Wireless EDGE
itle. President & CEO
LLC
WFC" -NY -22
Town of 4vappinger
ACKNOWLEDGMENTS
STATE OF NEW YORK )
) ss.:
COUNTY OF DUT, CCH�ESS )
On the 1,3day of, 2014, before me, the undersigned, personally
appeared BARBARA A. G Z�ponally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person upon behalf of which the individual, or the person upon
behalf of which the individual acted, executed the instrument.
NOTARY PUBLIC
ALBERT P. R08rPT8
Notary Public Stage, )T Ivi(,w yor.k
No. 02F?O1301620
STATE OF NEW YORK } Qualified in Dutchess County
Commission Expires Fetwuary 2$, 20_",
} ss:
COUNTY OF WESTCHESTER }
On the jA day of e-t�• , 2014, before me, the undersigned, personally
appeared JOHN E. ARTHUR, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacit , and that by his signature on the
instrument, the individual, or the person upon behalf of whic the indiv'dual acted, executed the
instrument. _ 1 ( .
NOTARY PUBLIC
David Lacher
Noery PWAD,, State of New York
NO. O LA4er223e
C&OVIod in westot�county
60MMAOMM ftb, 28, tot s
EXHBIT A
Description of the Landlord's Property
That certain parcel of real property located in the Town of Wappinger, County of Dutchess,
State of New York, designated on the Tax Map as Parcel Number 135689-6357-01-114590 and
commonly known as 30 Soccerfield Drive, along with non-exclusive access and utilities
through Parcel Number 135689-6357-01-083625 and commonly known as 35 Soccerfield
Drive, a portion of which property is more particularly shown on Exhibit B attached hereto.
Legal Description:
This Exhibit A may be substituted for Meets and Bounds description of the Properties,..
w EC -NY -22
Town ofW"Jdappinger
12
EXHIBIT C
The Structure
r -T n m """ H I Url- ING SECTIJN
NAME I DATE
TYPICAL ANTENNA ARRAY"
(5 PLACES)
DRAWN Y JA 12104113
CHECKED JA 121043 -I
VIEW ELEVATION
SCALE: SHEET 2 OF 2
NOT TO SCALE
WEC-NY-22 WAPPINGEPS
WIRELESS COMMUNICATIONS FACILITY
Town of Wappingers
Parcel a 135689 -6537 -0I -114590 -COLO
30 Soccerfield Drive
Wappingers, NY
LEASE EXHIBIT
EXHIBIT 'D
Antenna Site Management Responsibilities
Wireless EDGE Towers, LLC or it affiliate ("Wireless EDGE") shall perform any or all of the
services that are the subject of this Agreement. Wireless EDGE shall be the site manager for
subleasing of the Premises and the Structure.
Wireless EDGE will perform the following site management services for the Premises:
1) Market Facility to Wireless Carriers
a) Contact potential tenants.
b) Determine tenants' current & future requirements.
c) Develop sublease template.
d) Develop site application form and installation requirement specification.
e) Actively market the site from time to time in conjunction with tenants' build -outs and
available space on the site.
2) Tenant Acquisition
a) Review and process tenant's applications.
b) Negotiate subleases.
c) Review tenant's proposed construction drawings with Landlord (where applicable).
d) Review tenant's RF study report (where applicable).
e) Coordinate installation schedule with Landlord.
3) Post Installation Management
a) Inspect site for compliance with approved drawings.
b) Inspect site for general quality of work.
c) Maintain site inventory database of tenants' equipment (antenna, cable, and cabinet
level)
d) Coordinate site changes.
e) Monitor sites annually for configuration changes against lease baseline and check
general condition of wireless carrier installations.
f) Maintain facility as necessary.
4) Financial. Management
a) Collect and track rent payments.
b) Consolidate rent streams from different tenants.
e) Track annual adjustments to lease payments and notify tenants.
WLC-NY-22
Town of Wappinger
MEMORANDUM OF LEASE
BY AND BETWEEN
WIRELESS EDGE TOWERS, LLC
having an address at
270 North Avenue, Suite 809
New Rochelle, New York 10801
("TENANT"),
AND
TOWN OF WAPPINGER
20 Middlebush Road
Wappingers Falls, New York 12590
("LANDLORD")
WITH RESPECT TO THE PROPERTY LOCATED AT:
STREET ADDRESS: 30 Soccerfield Drive, Wappinger Falls, NY
COUNTY: Dutchess
Parcel Number: 135689-6357-01-114590
Wireless EDGE 1D: WEC-NY-22
THIS INSTRUMENT SHOULD BE RECORDED AND RETURNED TO:
Cuddy & Feder LLP
445 Hamilton Avenue, 14th Floor
White Plains, NY 10601
Attention: Robert J Levine, Esq,
WEC-NY-22
MEMORANDUM QE LEASE
'I`1-11:5 MEMORANDUM OF LEASE (this "Memorandum") dated as of � j� -��-
r..; 2014
evidences that a lease was made and entered into by written Wire ess Telecommunications
Facility Lease Agreement dated 2014 (the "Lease Avreement")
between the Town of Wappinger' aving an address at 20 Middlebush Road, Wappingers Falls,
New York 12590 ("Landlord") and Wireless EDGE Towers, LLC, having an address at 270
North Avenue, Suite 809, New Rochelle, New York 10801 ("Tenant").
The Lease Agreement provides in part that Landlord leases to Tenant certain premises located at
30 Soccerfield Drive in the Town of Wappinge;r, County ofDutchess, State of New York (the "Property"
as described in Exhibit A), within the property of Landlord, which premises are described on
Exhibit B attached hereto (the "Premises"), with grant of unrestricted rights of access and
electric and telephone utility service to the Premises through 35 Soccerfield. Drive, Parcel
Number 135689-6357-01-083625, for an initial term of ten (10) years commencing on the
Commencement Date in accordance with the Lease Agreement, which term shall be
automatically extended for three (3) additional ten-year renewal terms unless Tenant provides
notice to Landlord of Tenant's intention not to extend not less than sixty (60) days prior to the
expiration of the initial term or the then current renewal term, as the case may be.
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the day and year
first above written.
LANDLORD:
Town of Wappinger
By: cirx'x,cv
Name: BarbaraA,,,Gutzler
Title: Supervisor
'T'ENANT:
Wireless EDGE Towers,
WE
E Arthur
Ti
WEC-NY-22
STATE OF NEW YORK
ss.
COUNTY OF WESTCHESTER )
.. , ..
On the, . day of , 4 ti^ A 'A/ in the year 2 u before me, the undersivned, personally
appeared. John E Arthur, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
G
w.. Notary PublicN
My Commission Expires:.
,.fO3"dN M SdILl IVAN
Notary Public,State cot New York
110. 03-4,833,9456
Ou Iifled in Mc1l t;wr t, 7unramrr�issirsn E:IrcS _.._STATE OF NEW YORK } � - '
ss.
COUNTY OF DUTCf-lESS )
On the , < day of .. -�8 . ,. in the year 2014 before me, the undersigned, personally
appeared Barbara A G�.' tzler, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.
Notary Public
My Commission Expires:
ALBERT P. ROBEM
Notary Public State of New York
No. 02R0330162p
0jalif9ed in Dutchess County d
00mmission Expires February 28,20_.'
W EC -NY -22
EXHBIT A
Description of the Landlord's Property
That certain parcel of real property located in the Town of Wappinger, County of Dutchess,
State of New York, designated on the Tax Map as Parcel Number 135689-6357-01-114590 and
commonly known as 30 Soccerfield Drive, along with non-exclusive access and utilities
through Parcel Number 135689-6357-01-083625 and commonly known as 3,5 Soccerfield
Drive, a portion of which property is more particularly shown on Exhibit B attached hereto.
Legal Description:
This Exhibit A may be substituted for Meets and Bounds description of the Properties.
WEC-NY-22
Town of Wappinger
EXHIBIT B
DescriptionLeased Premises
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TOWNO 'WA€�PINGE€4R & PTRS.'
TOWER COLLLEASE AGREEMENT
'THIS TOWER COLLOCATION AND LAND SUBLEASE AGREEMENT (this "Agreement" and 'Lease") is made
and entered into as of the _jZM day of March 2005, by and between American Cellu{ar Corporation, a Delaware
corporation (herein "Lessor") and. Nextol of New York, Inc., a Delaware corporation, d/b/a Nextel Communications
("Lessee"),
WHEREAS, American Cellular Corporation (the "Owners"), own certain real property located In Wappinger
Township, County of Dutchess, State of New York, '(the °Real Property"); and
WHEREAS, the Owners and the Lessor, are parties to a certain Lease Agreement dated March 2: et, 2000,
covering the Real Property as described in the "Prime Lease", Which is attached as Exhibit "B" hereto and Trade a part
hereof, pursuant to which Lessor ieeses from the Owners, the Real Property; and
WHEREAS, Lessor has constructed a communications tower on'the Real Property and desires to.lease a portion
of said tower, and sublease a portion of the underlying Real Property, and certain rights and oblibations covered by the
Prime Lease. -to Lessee;
WHEREAS, Lessee desires to lease a portion of said tower, and sublease a portion of the underlying Real
Property, and certain rights and obligations covered by the Prime Lease, from Lessor;
NOW, THEREFORE, Lessor and Lessee have agreed and do hereby agree as follows:
Promises-, . Lessor-hereby.leases to .Lessee,. and Lessee hereby leases, from Lessor certain, space on a lower.
structure (together with guy wires, the "Tower's owned and operated by Lessor, and Lessor hereby subleases to Lessee
and Lessee hereby subleases from Lessor certain land (collectlyely; the "Premises") all as more particularly described on
Exhibit "A" which is attached hereto and made a part hereof. Lessor also grants Lessee a non-exclusive access for
ingress .and egress, parking, utilities, construction, maintenance, operation and .removal relating to Lessee's use of the
Premises on, over, under and upon the adjacent land of Lessor and the Tower, subject to the conditions and restrictions
set forth herein.
2. Use: Tenant shall have the right to use the Premises for the purpose of installing, constructing, maintaining,
repairing, operating, inspecting, and removing a telecommunications facility as described in this Agreement including but
not limited to:
(a) . Up to i2 antenna(s) and 12 lines, all to be located within Lessee's space on the Tower, as described
more particularly on Exhibit A" attached, and referred to herein as the "Tower Space The Lessee is required to provide
a STi Filter for Lessors equipment that is located on the tower.
(b) Transmission lines, mounting and grounding hardware which lines and equipment shall be installed on
the Tower in accordance with good and accepted engineering practices, at locations reasonably acceptable to Lessor,
and which shall not interfere with the use of, or.access to the Tower by Lessor and any other tenant leasing space on the
Tower.
(c) Communications building, and/or outdoor equipment facilities (collectively "Communications Building")
placed at the locatlon on the Real Property approved by Lessor, and containing, without limitation and in Lessee's
reasonable discretion, wireless .communications equipment consisting of •radio telephone base station(s), wireless data,
microwave equipment, radio -telephone and or other commutation swltch(es), power supplies, battery(ies), and
accessories, all as more particularly described on Exhibit A", which is attached hereto and made a part hereof.
tower con=aoftbe.i219oo Page I
[MID
t- " -fF�dMi�D
JUN3-2 913
TOWN OF WAPP--TNGER
,
(d) In'the event of an emergency power outage, and for the duration of such outage, Lessee may install a
temporary portable generator to be located adjacent to the- Communications Building. The fuel tank for the generator will
be self-contained (gasoline or diesel) and shall be used, in accordance with all applicable building codes, laws,
regulations, and the terms of the Prime Lease.
For the purposes of this Agreement, all of Lessee's antennas, dishes, lines, equipment, switches, power supplies,
batteries, Communications Building, accessories, and necessary appurtenances hereinafter shall be referred to
collectively as the "Communications Facility_" The above-described Communications Facility may be Installed by Lessee
or by any of Lessee°s agents or contractors, and in the installation thereof, said agent(s) or contractor(s) may be into the
Towees
grounding
siuIf �o not advarseLessee has yeTight to aifectthr sfructuterations of the Communications Facility frott�_#ime to_.__
_ - - integrity to the .Tower or those uses being made of
the Tower as of the date of this Agreement
3. Term;
(a) Primary Term. The Primary Term of this Agreement shall be for five 5 years, and shall commence on
July iso, 20D5, "Commencement Date and shall terminate at 11:59 p.m. on June 30 , 2010, unless sooner terminated as
provided herein.
(b) Extended Terms. Lessee is granted the option to extend the Primary Tem1 of this Lease for three 3
additional periods of fivef5).years each ("Extended Term") provided Lessee is not then In default hereunder. Each of
-Lessee's optlons to extend will be deemed automatically exercised without any action by either party unless Lessee gives
written notice of its decision not to exercise any options) to Lessor at least thirty (30) days before expiration of the then
ca-irrent temt.
(c) Notwithstanding the foregoing, it is agreed and understood'by and between the parties hereto that this
Agreement is subject and subordinate to Lessor fulfilling all its obligations under the Prime Lease. In the event Owner or
Lessor terminate as may be provided under the Prime Lease, or the- Prime Leaseexpires prior to the termination ar earlier
expiration of this Agreement, Lessee shall- have •.the .right -to terminate.' this. Agreement effective as . of the date of
termination of the Prime Lease. i essor shall notify Lessee of its intent to terminate, or of any notice of default received
from Lessor, at least three (3) months prior to the termination of the Prime Lease.
in the event Lessor, extends the term of the Prime Lease, enters into a new or modified Prime Lease following the
expiration or termination of the Prime Lease, or purchases the Real property, then this Agreement shall continue in full
force and effect until expiration or termination under its terms.
4_ Rent and fees_
(a) Base Rent. Lessee agrees to pay Lessor, as the Initial Base Rent, Two Thousand Six Hundred and
0017 D0 Dollars 2 60Q.00 , a month payable in advance on or before the first business day of each and every calendar
month during the PrimaryTerm to Lessor at its address designated in Section 8 (a).
(b) Rent Adjustment. The amount of Base Rent payable Hereunder shall be adjusted every year
("Adjustment Date") commencing with the first year anniversary of the commencement date, and thereafter on the first day
of each annual anniversary as provided in paragraph 3b above. Such adjustments shall be an amourit equal to.three
percent (3%) pf the monthly Base Rent amount for the previous year, and such sum shall be added to the previous year
Base Rent amount, for the new adjusted monthly Base Rent amount.
(c) Prorated Rent. Rent for any period during the term hereof which is fess than one (1) month shall be.
prorated on the basis of a thirty-one (31) day month.
Ujo VerPage 2
I
(d) Capital Recovery. On Commencement Bate, the Lessee also agrees to pay.to Lessor on designated
sites a one time non-refundable capital recovery Fee in the amount of, a maximum of, 'Twenty Thousand Dollars
($211,000,00). The capital recovery fee is applicable to this site. Should Lessee's approved tower anaiysis require
structural upgrades, which are approved in advance by Lessor, that portion .of such upgrade cast actually incurred by
Lessee will be deducted from the Fee, up to a maximum of Twenty Thousand Dollars (e cost incurred
Lessee shall be
responsiNe for providing Lessor with accurate and compiete documentation to evidence the cost incurred for same.
6. Access and Utilities: Lessor hereby grants to Lessee, for use by Lessee, its employees, agents, contractors,
lenders and by utility companies, a hon -exclusive easement and non-exclusive licenses over, under, upon and across the
adjoining lands or Real property of Lessor, the Tower and rights -of way or easements owned or ]eased by Lessor, on a
— tryeiitjF fnu� (2�tj'1iour�r ailybasis; for'(aj ingress arid' egress tti arld"fr�oln the PremJses (tiffs Access'EasEmeht");'arid (b)�"""'
the installation, operation and maintenance of necessary utilities for the Premises (the "Utility basement"). Such Access
Easement and Utility Easement shall be over and lie within existing roads, panting lots and/or roads to which Lessor has
permi#ted access under the Primes Lease, as described on Exhibit "A attached, or which are permitted by Lessor in
writing hereafter. Otherwise, any others will be permitted only with prior written consent from Lessor, and shall be subject
to the terms and limits of the Prime Lease. Lessee shall have the right, but not the obligatlon, to improve the Access
Easement by grading, graveling and/gr paving same, subject to the prior written consent of Lessor. If Lessee makes
improvements to the Tower, with prior written consent of Lessor, Lessee shall be perrnlftad
to, enjoy a credit
erdit for thea shall
e actual
cost of same, which credit shall be applied against the Capital Recovery Fee, F any, payable her
obtain prior written approval from Lessor prior -to any change in the particular location of any Access Easement or Utility
Easement Lessor reserves, both for itself and for the benefit of any other collocation tenants
on the airing and Tower,
nonimpvin-
exclusive rights of access over Lessee's Tower Space, for purposes of accessing, maintaining, p
the Tower, as well as for any wiring or cable running through or an Lessee's Sower Space, provided same shall not
unreasonably Interfere with Lessee's use or occupation of its Tower Space.
Lessor covenants and agrees that no part of Lessee's Communications Facility installed, constructed, erected or 1
placed by >ressee on the premises will be or become, or be considered as being, of o ed to or a past of Lessor's Real,
Property space, any and all provisions and principles of law to the contrary notwithstand]ng and it is the specific intention
of Lessor to covenant and agree hereby that ail such Lessee's Corrimunications Facility (exclusive of improvements made
by Lessee to the Tower itself, which will remain part -of the Tower) will be and remain the property of Lessee despite any.
termination of this Agreement.
Lessee shall remove all of Lessee's Communications Facility at its sole expense within 30 days of the expiration
or earlier termination of this Agreement, and Lessee shall repair -any damage to the Premises, Tower' and Real Property
Caused by such removal. Lessee shall not be obligated to remove any foundation more than one (1) foot below grade
level, or repair any damage caused by reasonable wear and tear or loss by casualty or other causes beyond Lessee's
control. In the event of Lessee's failure to remove same, and make such repairs prior to the expiration or permitted
termination of this Agreement, at Lessor's option, Lessor may treat Lessee as a holdover tenant (in which event holdover
rate of Mo of the then -current Rent), subject to the provisions herein for
rani shall be assessed against Lessee at the
same, until such. removal and repairs are, completed, and may remove the Communications Facility from the Tower and
Premises, at Idextel's cost and expense. in the event Lessee fails to remove all of Lessee's Comrnun]cations Facility
within sixty (60) days of the expiration or termination of this Agreement, Lessor shall so notify
Lessee and Lessee's
lender, and may remove and store Lessee's Communications Facility, all at Lessee's sole cost and expense. In the -event
Lessee or Lessee's lender(s) fail to remove the Lessee's Communications Facility from storage within sixty (60) days of
such removal, the Lessor shall deem the Lesse's Communications Facility abandoned, and title of same will revert to the
Lessor.
6.
QUIRies: Lessee shall be solely responsible for and promptly pay all charges for gas, electricity, telephone service,
or any other utility used or consumed by Lessee on the Premises at the rate charged by the servicing utility company .If
necessary, Lessee shall have an electrical current meter installed at the Premises for Lessee's electrical usage, and
Lessee shall pay for the cost of such meter, and for the installation, maintenance, and repair of same.
lower o0batim IM3219.00 Page
Holding Over: Should Lessee hold possession of the Premises, Tower, or any portion thereat, after the date upon
which the Premises are to be surrendered, Lessee will become a Lessee Qn a' month #o -month basis upon all the terms,
covenants, and conditions of this Agreement except those pertaining to Agreement term and, during any such month-to-
month tenancy'r Lessee shall pay monthly rent in the amount which is equal to one hundred and fifty percent (150%) of the
amount of the monthly Base Rent which was in effect as of the time of termination or expiration of the most recent Lease
Term. Lessee w111 continue occupancy from months -to -month Until terminated by Lessor or Lessee. by the giving of thirty
(30) days advance written notice to the other.
8. Notice: All notices or demands are deemed to have been given or made when delivered in person or mailed by
certified, registered, or express mail, return receipt requested, postage prepaid, United States mail or rellabie overnight
— -courier-service; and -addressed -to -the -applicable partyas-follows-�--�
Lessor
American Cellular Corporation
3910 South Avenue
Youngstown, Ohio 44512
Attention. Leasing Department
(330) 509-6339
With a copy to:
American Cellular Corporat]an
14201 Wireless Way
Oklahoma City, OK 73134
Attention: Ronald L. Ripley
Senior General Counsel
Main Switchboard (405) 529-8500
Lessee will make rent pa ent to:
American Cellular Corporation
Attention: Tom Cooper
14201 Wireless Way.
Oklahoma City, OK 73134
Main Switchboard (405) 529-8500
[Tax Id number can be found on,signafure page]
party
Lessee
Nextel of Neiv York, Inc.
•( North Broadway 11'" 1=1
White Plains NY 10601
Attention: Property Management
(914) 448--4360
Nextel Communications, Inc
2001 Edmund Halley Dr.
Reston VA 20191-3436
Attn: Contracts Manager -Legal
A party may change its address to which any natace or demand may be given by written notice thereof to the other
Liablityand Indemnity:
(a) Lessee agrees to. indernn'sfy, hoid harmless, and save the Lessor and Owners harmless from all claims
(including all costs and expenses of defending against such claims) arising or alleged to arise from any breach of this
Agreement by Lessee, or any negligent act, negligent omission or intentional tort of Lessee or Lessee's agents,
employees,. contractors, subcontractors, invitees or licensees, occurring during the tern of this Agreement in or about the
Premises_ Lessee further agrees fo indemnify, hold harmless, and save the Lessor and Owners harmless from all claims
{including all costs and expenses of defending against such claims) arising or alleged to arise from any personal injury to
the person of Lessee, or any of Lessees agents or employees, occurring during the term of this Agreement in or about the
Premises or the Real Property, except to the extent suchclaims are caused by or arse directly from the wrongful willful
acts or negligence of Lessor• Further, unless caused by, or arising directly from the wrongful willful acts or negligence of
Lessor, Lessee agrees to. indemnify, hold harmless, and save the Lessor and Owners harmless from all claims (including
all costs and expenses df defending against such claims) arising or alleged to arise from any damage to property of
tower wiiocation1st.1219M Page 4
F
)ssee, or property of any of Lessee's agents or employees, occurring during the term of this Agreement in or about the
,Premises.
(b) Lessor agrees tq indemnify, hold harmless, and save the Lessee harmless from all claims (including all
costs and expenses of defending against such daims) arising or alleged to arise from any breach of this Agreement by
Lessor, or any negligent act, negligent omission or intentional torts'of Lessor or Lessor's agents, employees, contractors, '
invitees or licensees occurring during the term of this Agreement In or about the Real Property.. Lessor further agrees to
indemnify, hold ha'rrhless,.and save the Lessee harmless from all claims (including all costs and expenses of defending
against such claims) arising or alleged to arise from any personal injury to the person of Lessor, or any of Lessor's'agents
or employees, or from any damage to Property of Lessor or Lessor's agents or employees, occurring during the term of
this Agreement in cr about the Real Property, except to the extent such claims are caused by or arise directly from the.^_-_ „
.—.-wrongfulwlllful'aets�irrregligetid�'of'L;rs'sor:.'".""'��---.`.- •----. ��T . .
(c) Under no circumstances shall either party be liable to the other for any loss of income or revenue, or any
other form of consequential damage, from, arising out of, or associated with, this Agreement, or any inferruption, to same
during the term of this Agreement. The provisions of this Section shall survive the termination of this Agreement.
10. Termination:
(a) Lessee has the right to terininate this Agreement at any time upon any of the following events:
(i) Upon providing Lessor six (6) months written notice at any time after the initial term expires; or,
(ii) if the approval of any agency, board, court, or other, governmental authority, including, without
limitation, local, zoning approval and the approval of the Federal Aviation Administration necessary for the
construction and/or operation of the Communications Facility cannot be obtained, or is revoked, or if Lessee
determines the cost of -obtaining such approval is prohibitive; or,
(ill) if Lessee determines that the Premises is not appropriate for locating the communications
Facility for.material technological .reasons, including, but.not limited to, signal interference;' or,
(iv) If, upon inspection of the Real Property, Lessee identifies any environmental contamination or
other geotechnical condition unacceptable in Lessee's sole discretion. However, once Lessee commences
operation of its Communications Facility on.the Tower and Premises, this basis for termination shall be deemed
waived; or
(v) if, during any term of this Agreement, Lessee discovers an environmentally hazardous condition
on the. Real Property, unless caused by Lessee, its employees, agents, contractors or assigns,, or
(vi) if, during any tern of this Agreement, lessee is prevented by causes beyond Its control, from
utilizing the Premises to operate its Communications f=acility for the use intended herein (other than a temporary
disruption of such use not to exceed forty eight (48) hours).
(b) Lessee will give Lessor thirty (30) days written notice of termination of this Agreement under the terms of
Section Ko(a)(ii) and (fli). Lessee may terminate immediately upon written notice under the terms of this Section I0(a) (Iv).
Upon any such permitted termination, neither party will owe any further obligation under this Agreement except as
otherwise provided in Section 11 and except for the indemnities and hold harmless provisions in this Agreement, the
provisions of Section '20, Section 24, the prompt reimbursement of pro -rata prepaid rent, and Lessee's responsibility of
removing all of the Communications Facility from the Premises and restoring the Premises to its condition as of the
commencement date of this Agreement, as near as practicable (save and except utilities and fences installed, access
areas improved, removal of vegetation for construction purposes, concrete pads insta{led, items constructed or changed
by any person(s) or entity(ies) other than Lessee, normal wear and tear, and matters beyond Lessee's control).
11. Default:
tower collcaetioc Ise.121900 Pagae 5
" a Notwithstanding anything in the Agreement to the contrary, Lessee shall not 'be in default under.this
(}
reernent until tan (10) days after
gLessee's receipt of written notice from Lessor of default due to failure to pay any sum
dug hereunder when due, or thirty (30) days after receipt of written notice from Lesson specifying Lessees failure to
ct)mply with any material provision of this Agreement, which failure Is not cured within said thirty (30) days, PROVIDED
that if reasonable. efforts to cure such non -monetary default have been commenced within said thirty day period, but the
reasonable time to cure such default. will take longer than thirty days, and if Lessee diligently continues with such curative
rneasures at all times until the cure is completed, Lessee shall be permitted a reasonable time thereafter to complete such
curative measures.
(b) In the event of Lessee's default In the payment of sums payable hereunder, or in Lessee's failure to
comply with any other material provision of this Agreement, Lessor may, at its option, terminate this Agreement without
- "'affecting iii right to slTe�ftir a1E'past"due rentals a td':csther sums`payable-h'erBunder-and-recover-anycsther'demages-to---
which the Lessor may be ent1fled:. Lessee shall, within ten (10) days of Lessor's termination of this Agreement for
Lessee's default, pay to Lessor an amount equal to four (4) months of the then -current Base Rent as.liquidated damages.
In addition, Lessor shall be entitled to exercise any and all remedies available to lessors in the state where the Premises
mited to rights to. remove and evict Lessee from the Tower and Premises, recovery of any
are located, including but not Ii
costs for such removal, storage or eviction, and rights to injunctive relief. The rights of Lessor upon Lessee's default shall
not alter Lessee's obligations to remove its Communications Facility, and complete any restoration to the Tower and
Premises required herein.
(c) In the event of Lessee's default under this Agreement, Lessee shall be liable to Lessor for any and all
costs reasonably incurred by Lessor as a result thereof, including but not limited to all casts :af removal of Lessee from the
Tower and Premises, storage and restoration costs, all attorneys fees incurred by Lessor (whether.any legal action is filed
or not), and cpsts,of any legal proceedings brought incident to such default, including but not limited to all court costs,
litigation expenses, and any attorneys fees related to such legal proceedings;
(d) • No course of dealing between the parties, or any delay on the part of a party to exercise any right it may
have under this Agreement shail operate as a waiver of any of the rights hereunder or by law or equity provided, nor shall
any waiver of any prior clefault-operate as the waiver of any subsequent default, and no express waiver shall affect any
term or condition other than the one specified in such waiver, for the time and manner specifically stated.
(e) In the event of Lessor's breach or faWre to .comply with any material provision of this Agreement, which
failure is not cured within thirty (30) days after receipt -of written notice thereof from Lessee (provided, however, where any
such default cannot reasonably be cured within thirty (30) days, Lessor shall not be deemed to be in default under this
Agreement if Lessor commences to cure such default within said -thirty e(30r0'�d y tEals Agreend ment, eer iligently pursues such
ffective as.of the date
cure to completion), Lessee may, at its option, and as its sole remedy,
of the event of default. The rights of termination under this Section are subject. to Lessee's abiigation to remove its
Communications Facility, and complete any restoration to the Tower and Premises required herein.'In the event of
Lessor's default .under this Agreement, Lessor shall be liable to Lessee for any and al[ costs reasonably incurred by
to all costs of removal of Lessee's Communications Facility from the
Lessen as a result thereof, including but not limited
Tower and Premises, storage and restoration costs, all attameys fees 'Incurred by Lessee (whether any legal aGtlon is fled
or not), and costs of any legal proceedings brought incident %o such default, including but not limited to all court costs,
litigation expenses, and any attorneys fees related to such legal proceedings.
1.2. Taxes: Unless separately billed to Lessee by a taxing authority, Lessee shall pay annually to Lessor an amount
equal to any increase in real estate taxes that are directly attributable to any improvement to the Premises made by
Lessee, or any tax imposed on Lessor as a result Of, or arising out of this Lease (other than income taxes). Lessee shall
pay to Lessor Lessee's aforementioned share of any such tax within sixty (60) days of receipt of sufficient documentation
demonstrating the increase in the assessed value of the Premises due to Lessee's improvements and calculating
Lessee's said share of the resulting increase in said taxes and payment thereof by Lessor. Lessor shall pay when due all
real estate. taxes and assessments attributable to the Real Property, Premises, the land beneath and surrounding the
Tower, Access Easement, Utility Easement, and the tax iot(s) of which they are a part. Upon written request by. Lessee,
Lessor shall furnish evidence of payment of said assessments and taxes.
1s. insurance:
town ctrlocation]se.12190q
Page b
of this
reement a broad
ge
(a} Lessee, at its expense, shall maintain in force. during the with aantractualglfab'sl ty endo sements,�With
and pro ertydamaga insurance, ainst any bodily injury
combined single limit policy of bodily injury. p
limit of not less than $1,000,000,00, insuring Lessor. Owner and Lessee, and further insuring ag
caused to any of Lessee's agents, employees, contractors, subcantractssseetshall cees orause LessorCandrOwners t by
term o this Agreement
on said policy n or about
additional h curePremises or the Real Pro
perty
endorsed
(b) Lessee shall also car a e laceltedsand shallsuch rprovide Lessoratlon writtensurance as v Bence of su hecoverage within ten
laws of the state where the Premises
(10) days of any written request by Lessor therefor.
Further, before allowing Lessee's agents, contractors, subcontractors, Or the provide writtenloyess of aevidence ny of e t
(c) Lessee shall require any such person or entity to have, and p as of insurance
to enter upon the Real Property,
Lessee, (an �ppn'regti of Lessee herein, Lessor be a named as an additional insured there o -that -such person or-antity.. has ilke__.m. der._ _
coverage to those required
-a broad
erage
nt
with
(d) Lessor, of its expense, shall maintain in force during the term of this AgreemeendorsernentsVwith a
bodily injury e, and property damage insuranc
rAmbined single limit policy of contractual liability
Yinjury.
limit .of not less than $1,000,000.00, insuring o ss subcontractors, or and Lessee, and
orjl'icensees,uring goccurrinduring nhe to polrm icy is
any of, Lessee's agents, employe c
Agreement in or about the the Real' Property. Lessor shall cause Lessee and pwnes o e endorsed
additions! insured.
(l i Lessor shall, at its expense, maintain in force during the term of this Agreement and any extensions
ment value
thereof, hazard insurance in an amounts+ c$� 1� beover the full respons Ne for itseo n hats d insurance, at its own s interest in eexpense, for .
the event of fire, or other casualty. L e on the Premises, including but not limited to
amounts needed to cover the replacement value of Lessee's property
Lessee`s Gommunicabons Facility.
(}� Each insurance pokiey required under this Section shall be issued by an insurance entity authorized ollcyholdes rating of do
aE
business in the state where the Premises arel'ccdte pan file fulllbexecuti.onan �hereof nnsurer hrthe ch hmost currendtt Sestsfins that it
and a financial rating of "Xi!" or better, a an to Lessor. Each
Reports", Eachinsurance Policy required under this Section shall contain language and be endorsed
may not be canceled except on thirty (30} day's prior written notice from the insurance company
olio re wired .under this Section shall specifically include coverage of Lessee's contractual Indemnification
insurance p y q
iven to Lessor by Lessee prior to
obligations to Lessor under this Agreement Certificate it of written request horn be Lessor, updated annually throughout
commencement of lease and, within thirty ( )
the term of this lease and all extensions thereto.
14. Tests,. Lessee will hereby be given the htrface tlo survey,
yation oi the Psern poil tet, is are su'itableo cove . rage eny other
for Lessee's t and, to euse anducts in ended
investigations needed to determine if the suof all arties of ths
by this Agreement. This will be granted following pe d shall ast30 days froe signingim theeAg eemeni and eethe xpirre beforec
cthe
the aforementioned insurance fore
the .,
Commencement Date.
15 Fixtures and Im rovements;
Lessor covenants and agrees that , except' for permanent improvements tootle t the Tower itself, all
(a) improvements of every kind and nature installed, constructed, erected, or placedoby Lessee and are
personal property and imp Lessor, shall st and remain the property
Premises or Tower, or other real
oprterrn'inatiorled or af thisAgd byeement, and may be removed by Lessee anytime in Lessee's
not fixture, despite any pose shall repair any damage #o the Premises caused
discretion without recourse to legal proceedings. Lessee: at its expense
by such removal.
Page 7 .
tower "11" bin ]se.12]9M
t
Lessor acknowledges that Lessee has entered into a financing arrangement including promissory notes
Viand financial
afl asecurity agreements for thend may in the future enter T nadditional fnancingancing of -the earrang3ements with other rfinancing entities) al") with a third party
financing k?'
connection therewith, Lessor (i) consents to the irrstaUation of the Collateral; (ii) disclaims any interest in the Collateral, as
pt from execution,
lateral shall e exem
fixtures or oor distress for anry Rens due or to becomii) arees that the le due and thatsu h Collat ral may be removedor
reaatsany�iimeewithoutt
attachment,
recourse to legal proceedings.
see vVill be
the
16, Permits: Lessor aackknl agencies foes r the11purposehof obtaining all building e execution of this rpe miks andsapprovals, zoning changes
.
appropriate local governmental
and/or approvals, variances, use permits,- "other governmental permits and approvals including bFederal etatiw efii:l'� —
Admir►istratioti 'app Povad;'if �egalred, (r�illectivety "PeFriSits^) hacessary fob ttiL-ihsiallatib7i�
maintenance of the Communications Facility. Lessor agrees 10 fully cooperate with Lessee and .to obtainOwner's maps,
cooperation in obtaining the Petmits and to execute, and to obtain Owner's signature on, any applications,
cedficates, or other documents that may be required in connection with the Permits. As a condition of this Agreement,
rdinances of
Lessee agrees at alha lseces cry Gflnthsen ppelrmbseand approvaisand
whichfederal
may be requiredtoiations and o
allow Lessee to lawfully
any kind, and obtain
construct, maintain or operate its Communications Facility on the Tower and Premises.
17, Consent; Fxcept as otherwise specifically stated herein, whenever under this Agreement
consent or approval shall be consent or e
,,Of either party is required or a determination must be made by either party,
, or.delayed, and all such determinations shall be made on a reasona
unreasonably withheld, conditioned
ble basis and in a
reasonable manner.
18. Sublease and Assi nment: Notwithstanding section 17 above, Lessee may not assign or subset all or any part of
its interest in this Agreement or in the Premises without the prior written consentVo f Lessor, hich approval gr Lesnteson
-withheld at the sole option and discretion of Lessor. However, Lessee may, prior
assign or transfer all of its interest in this Agreement to a third party under any of the following limited, but "Permitted
Transfers"_
(a) Env transfer, assignment or sublease of this Lease as to any part or all of the •Premises to a parent of
Lessee, or a subsidiary or affiliate of Lessee or Lessee's parent company.;
(b) any transfer, assignment or sublease of this Lease to a transferee or assignee of Lessee's FCC wireless
license for the market in which the land covered by this Agreement is located; or
(c) any transfer, assignment or sublease of this Lease to a transferee or assignee which has or acquires a
controlling ownership interest in Lessee; or
(d) any transfer or assignmentof this Lease to a transferee or assignee which has or acquires frily one
percent (,51%) or more of Lessee's stock or assets;
Lessee shall use reasonable commercial efforts to notify Lessor of any Permitted fo�aevidencing the Permsfer prior to or w1dh itted
reasonable time after the execution of any and all legal instruments reasonably >�'
Transfer. Lessee and Lessor represent and agree that Lessor shall have no obligation to any permitted transferee unless
ion of
and until Lessor has been provided timely n oresuccce of essor of Lessee. Notwithstanding e assignment and a written adoption,
any such transfer, assignification and- ment or
this Lease from the transferree, assignee,
Lessee steall nonetheless remain obligated for alt financial obligations of Lessee
sublease under a Permitted Transfer, Less
under this Lease for the remainder of its Terrn, and any extension of renewal thereof_
Notwithstanding anything to the contrary contained in this Agreement, Lessee may assign, mortgage, pledge,
hypothecate or otherwise transfer without notice or consent its interest in this Agreement to any financing entity, or agent
on behalf of any financing entity to whom Lessee (1) has obligations for borrowed money or in respect of guaranties
lf
thereof, if has obligations evidenced by bonds, debentures, notes or similar instruments, or(ill) has obligations under or
with respect to letters of radii, bankers acceptances and similar facilities or in respect of guaranties thereof.
tower mll =ion lsc.1219W Page i3
f Environmental Matters:
(a) Lessor represents and warrants that Lessor's Real Property space has not been unlawfully used by
Lessor or, to the best of Lessor's knowledge, by Owner or any third- party, for the generation, storage, treatment or
disposal of Hazardous Substances (as defined .below) (ii) no notice has been received by Lessor or on behalf of Lessor
from, and Lessor has no knowledge that notice has been given to any predecessor owner or operator of the Property by,
any governmental entity or any person or entity claiming any violation of, or requiring compliance with any Environmental
Law for any environmental damage in, on, under, upon or affecting the Real Property; and (iiia Lessor will not permit itself
or any third .party to use, generate, handle, store or dispose of any Hazardous Substances in, on, under, upon, or affecting
_the F'roperty_in viol ation,of any EnviroRmtE 1vr,.J.eSsee-t epieserit,atld.wars'arsts that no.Hazardbus-Substataces (as...__.—
defined below) will be transported to, used or stored on the premises or Lessor's Real Property space .by Lessee or its
agents, employees or contractors.
(b) Lessor will indemnify, protect, defend, and holed harmless Lessee from and against all claims, suits,
actions, causes of action, assessments, losses, penatties, costs, damages and expenses, including, without limitation,
attorneys' fees, sustained or incurred by Lessee pursuant to a breach of the foregoing representation and warranty by
Lessor, or for any environmental conditions or noncompliance with any Environmental Law (as defined below) that result
from the lease, ownership or control of, or operations in or about, the Real Property by Lessor.
(c) Lessee will indemnify, protect, defend and hold. harmless Lessor from and against ail claims, su"its;
actions, causes of action, assessments, losses, penalties, costs, damages and expenses; tgcluding, without limitation,
attomeys' fees, sustained or incurred by Lessor pursuant to a breach of the foregoing representation and warranty by
Lessee, or any federal, state or local laws, implementing regulations, common law or otherwise dealing with matters
relating to the release or presence of Hazardous Substances caused or introduced by Lessee in, upon or beneath
Lessor's Real Property space.
(d) As :used herein, the term "Hazardous Substances" shall mean any solid, gaseous or liquid wastes,
hazardous wastes, or toxic materials, substances or wastes, any pollutants,, asbestos, polychlorinated biphenyls (PCBs),
petroleum or, other fuels (including crude oil or any fraction .or derivative thereof), flernmable explosives, radioactive
materials, pursuant to any federal, state or local Environmental Law, statute, regulation or rule, now or in the future, or
which material now or in the future constitutes a threat to health, safety, property or the environment in violation of any
Environmental Law. "Environmental Law" means any and all federal, state or local laws, rules, regulations, codes,
ordinances, or by-laws, and any judicial or administrative interpretations thereof, including orders, decrees, judgments,
ruling, directives or notices of violation, that create duties, obligations or liabilities with respect to: (1) human health; or (ii)
environmental pollution, impairment or disruption, including, without iimitafion, laws governing the existence, use, storage,
treatment, discharge, release, containment, transportation, generation, manufacture, refinement, handling, production,
disposal, or management of any hazardous Substance, or otherwise regulating or providing for the protection of the
environment
(e) The provisions of this Section shall survive the termination of this Agreement.
20. ii�g: Lessor represents and warrants to Lessee that Lessor has good and marketable title to the Tower and that
Lessor has a good and valid leasehold interest in the Premises, the ground, beneath the Tower, Access Easement and
Utility Easement If Lessor is a corporation, partnership or other legal entity, the individual who executes this Agreement
on behalf of Lessor represents and warrants to Lessee that he or she is duly authorized to do so.
However, if, but only if, Lessor is required to obtain prior written consent from the Owners to sublease space on
the Real Property or Tower, Lessor shall seek to obtain, at its sole cost and expense, Owners' consent to this Agreement
in substantially'the form set forth in Exhibit "C" attached hereto ("Consent to Sublease"). Lessee agrees to cooperate wiih
Lessor, at no cost to Lessee, in Lessor's efforts to obtain the Consent to Sublease. This Agreement may be terminated
by either party on 30 days prior written notice to the other party if such consent is required by the Prime Lease, but
Owners have not executed the Consent to Sublease within sixty (60) days after the Commencement Data. In the event of
such a termination, Lessee shall not be responsible for any additional costs and expenses incurred after termination, but
shall continue to be responsible for paying or reimbursing (as appropriate) all .costs and expenses incurred by Lessor, if
towercauocariomkc1z1900 page 9
;r iy, prior. to termination.
2'l,Condemnation ofPremises: In the event that any government, public body, or other condemning authority shall
fake, or ff Lessor shall transfer in lieu of such 'taking, all or such part of the Premises, the ground beneath the Tower,
Access Easement or Utility Easement thereby making it physicaliy or financially unfeasible for the Premises to be used in
the manner intended by this Agreement, Lessor and Lessee shall each have the right to terminate this Agreement
effective as of the date of the tatting by the condemning party and the rental shall be prorated appropriately. However, V
only a portion of the Premises, the. ground beneath the Tower, Access Easement or Utility Easement is taken, and neither
Lessor nor Lessee elects to terminate this Agreement under this provision, then the Agreement shall continue, but rental
payments provided under this Agreement shall abate proportionally as to the portion taken which a not then usable by
Lessee, and at Lessor's option, Lessor shall make all necessary repairs and alterations to restore -the portion of the
Premises, Access Easement and Utility Easement remaining to as near their former condition as circumstances will permit
(ata cost,not-to•exceed-L-essor-s•prooeeds from said •condemnation-ortransfer).
22. Quiet Enjoyment: Lessor covenants that Lessee, upon paying the rent and observing the other covenants and
conditions herein upon its part to be observed, shall peaceably and quietly hold and enjoy the right to use the Premises,
Access Easement, and Utility Easement on the terms and conditions and for the purposes stated herein during the term of
this Agreement, as it may be extended, without hindrance, ejection or molestation by Lessor or any person(s) or entity(ies)
claiming under the Lessor_
23. Other Conditions and Provisions:
(a) At Lessor's expense, Lessor shall maintain in good condition and repair the Tower, Lessee's Real
Property space beneath and surrounding the Tower, the Access Easement and the Utility Easement, but shall. have no
such responsibility as to Lessee's Communicatlons Facility. Lessor,has the responsibility of observing FCO and FAA
Tower marking and lighting requirements, If any; and keeping applicable records (including records of notiificaNn to
Federal Aviation Administration of any failure or repairs of the Tower and any corrections of it). Lessor shall indemnify and
hold Lessee harmless from any and all claims arising from Lessor's failure to comply with such �equiremants. Should
Lessee be cited because the Tower is not in compliance, and should Lessor fail to cure such noncompliance, Lessee may
proceed to cure the conditions of noncompliance 'at Lessor's expense, in which event Lessee shall be entitled to an
abatement of rent in an amount equal to the costs incurred. by Lessee in bringing the Tower into, compliance. If the
Premises, Access Easement or Utility Easement is damaged for any reason other than Lessee's Wilful acts or negligence,
or the willful acts or negligence of Lessee's employees, agents cr contractors, so as to render all or any part of the
Premises, Access Easement or Utility Easement substantially unusable for Lessee's intended use, rent shall abate while
Lessor, at Lessor's option and expense, promptly restores the Premises, Tower, Access Easement'apd Utility Easement
to its condition prior to such damage. In the event Lessor fails to repair the Premises, Access Easement or Utility
Easement, as the case may be, or fails to comply with Tower lights requirements, if any, within thirty (30) days, of said
damage or failure to maintain, Lessee shall have the right to terminate this Agreement without further obligations from
Lessee to Lessor.
(b) ' Lbssor shall comply with all applicable local, State, and Federal laws, rules, and regulations required by it
to be performed as Lessor hereunder and owner of the Tower.
(c) Lessee shall keep and maintain its Communications Facility in good repair and condition and in
accordance with all applicable local, State, and Federal laws, rules and regulations. Lessee shall acquire no interest in
the land or in the Tower by virtue of this Agreement, other than asset forth in this Agreement.
(d) Notwithstanding any other provision in this Agreement, the rights of Lessee expressly granfed under this
Agreement shall not exceed any rights granted to Lessor under the Prime Lease.
(e) Upon reasonable request of Lessor, and within ten (10) days after receipt of request for same from
Lessor, Lessee shall execute a written estoppel affidavit; confirming the existenoe and validity of this Agreement, the
status of all payments made hereunder, and a statement as to whether or not the Agreement is then in default -
(f) Lessee shall not record this Agreement, or any memorandum of same, withoutthe prior.written consent of
tower collomfiD be.12MO Page 10 -
l}
Sar, which may be granted or denied at .Lessor's sole option, At Lessor's request, Lessee shall execute a summary
existence of this Lease, the parties, any term, including commencement and
�fvlamorandurt� of Lease, confirming the
fexpiration dates, the Real Property and Premises. At Lessor's sole option, such Memorandum may be recorded In the
office of the local official responsible for rpaintaining local public deed and land records.
24, Interference:
(a) Lessee shall operate Lessee's Communications f=acility, including all of Lessee's antennas, in a manner
that will not cause interference to Lessor or any other lessees or licensees of Lessor's Real Property space, or the `Cower,
or the Access Easement, or the Utility Easement, provided that their installations and usage predate those of Lessee's
Communications Facility and are in compliance with all ,FCC requirements ("Pre-existing Communications"). All
-- operations -by -Lessee -shall -be in-compliance-with-ail"FCC-requirements --Pre-existing—Cb-mmiCb-mic-ati6ffs-shall also -bat
deemed to include Lessor's Communications Facilities which' are constructed or installed concurrently with Lessee's
Antenna Facilities, provided Lessee has been previously notified and are identified on the attached lease drawings to
Exhlbit A.
(b) Lessor and Lessee agree to cooperate .and use reasonable best efforts to minimize any interference or
disruption of either party`s communications operations caused by the other party's operations. Notwithstanding the
foregoing, Lessee shall use best efforts to cause the immediate termination of any interference or disruption to Pre
Existing Communications, provided, however, if Lessee's communications operations interfere with or disrupt Preexisting
Communications, and such interference or disruption is not completely cured within ten (10) days after Lessee first
receives written 'notice of such interference, then Lessee shall immediately cease any and -all operations on the Premises
(except far intermittent testing) until such time as the interference is corrected to Lessor's reasonable satisfaction.• Such
written notice shall provide sufficlent information to Lessee in order for Lessee to cause the cessation of any such
Interference. if Lessee cannot correct such interference to. Lessor's reasonable satisfaction within thirty (30) days
following Lessee's receipt of written notice of such interfere nce,-then Lessee may thereafter terminate this Agreement by
giving Lessor written notice of such termination which termination shall be effective upon receipt of such notice.
(c) -Neither Lessor nor Lessee shall make, or cause to be made, or suffer any subsequent installation and
existence of any other improvement -or modification (including, without limitation, transmission or reception devices), other
than in replacementmr repair of existing facilities with substantially similar facilities, upon the Tower or any other portion of
the parties' respective premises If such improvement or modification causes interference with transmission or reception by
the other party's pre-existing communications facility.
25. Entire Agreement and Binding Effect: This Agreement, and any attached exhibits, constitute the entire agreement
between Lessor and Lessee; no prior written promises, or .prior,. contemporaneous, or subsequeht oral promises or
representations, shall be binding. This Agreement shall not be amended or changed except by written instrument signed
by the parties hereto. Section captions herein are for convenience of reference only .and neither limits nor amplifies the
provisions of this Agreement The.invalidity of any portion of this Agreement shall not have any effect on the balance
thereof. The provisions of this Agreement shall be binding "upon and inure to the benefit of the heirs, executors,
administrators, successors; and assigns of Lessor and Lessee.
28. GoveminQ Law: This Agreement shall be governed by the laws of the State, Commonwealth or Providence in
which the tower is located
27. Pfte-Lease:
(a) Notwithstanding any other terms in this Agreement, to the extent that the terms and conditions of the
"Prime Lease", a copy of which is attached hereto as F_.xhibit "B", are applicable to the Premises, and are not inconsistent -
with the terms of this Agreement (which terms and conditions shall include, without limitation, the default and remedy
provisions of the Prune Lease), and except as otherwise provided in this Agreement, such terms and condifions of the
Prime Lease are incorporated into and made a part of this Agreement as if Lessor were the lessor thereunder, Lessee
were the lessee thereunder, and the Premises were Lessor's right to use the entire leased premises thereunder. .
(b) As between Lessor and Lessee only, Lessee assumes and agrees to perform Lessor's obligations under
tower co3iocadnnlse.121900 Page 11
prime Lease during the term hereof to the extent that such obligations are applicable to the Promises, except that the
bligation to pay rent to Prime Lessor under the Prime Lease shall be considered performed by Lessee to the extent and
in the amount Deni Is Paid to Lessor pursuant to this Agreement. Lessee shall not commit or suffer any act or omission
that wilt violate any of the provisions of the Prime Lease. However, Lessor, and not Lessee, shall be responsible for
obligations under the Prime Lease relating to the Lessor's rights thereunder other than those relating to the Premises
herein, and Lessor shall be responsible for maintenance .and repair of the Tower and Real Property, except as otherwise
.pxpressiy stated herein.
(c) Notwithstanding anything to the contrary contained. elsewhere in this Agreement or in the Prime Lease, If
the Prime Lease terminates or.expires pdor•to'the termination or expiration of this Agreement, then this Agreement shall
terminate as between Lessor and Lessee on the effective date of the termination of the Prime Lease. Lessor shall give
_ .. Lessee notice thiereaf'6i provlde fos fi'ei eih: —
28. Mufti le originals- This Agreement may be prepared for execution in multiple original counterparts, each of which
shall constitute one and the same agreement
[Signatures appear on the following pages.]
wwrrooUoaa$ankr.1219U0 Pago 12
IN WITNESS WHEREOF, Lessor and Lessee have signed and sealed this Agreement as of the date and year
,first above written.
f LESSOR
American Cellular Comoration
i
r
By
Timothy . Duffy —.._ .. —----_......_.._
- - Senior -Vice Presidenta{id'Chiof Techh1Gal"Offider
I
SS# or rax I .D. # 22-3043811
STATE OF
)ss.
COUNTY OF
The foregoing instrument was acknowledged before me this day off, 2005, by Timothy J
Duffv, the Senior Vice President and Chief Technical Office r of American Cellular Oorporation, a Delaware corporation, an
behalf of the corporation. J % •
Notary Public
My. Pomrriissian expires:.
NICC1(E
0013arN
NOTARIAL STAMP OR SEAL NOTARY PUBLic, s -,AM OF qi iro
My COMMISSION EXPIRES 8wvis
tcwcrcollocatimbe.121900 Page 13
°JSSEE.
, NeXtBi of N r
.r'
By.,
Print Name: ugene M. Noel III l
Title: Vice president of Site Development, Northeast -
S59 of Tax I.D.
I
- 34
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this 3/� day of February, 2005, by Eugene M.
Noe) ill, the Vice P p resident of Site Development, Northeast agio of Nextel of New York, Inc., a Delaware corporation,
on behalf of the corporation.
- i
Notary Public i
My commission expires:
NOTARIAL. STAMP OR SEAL
ROSSELL . S. MEkCURI
* Nottiry Public
Commonwaalih of Massuehuseft
'�rl�iif J My Commission expires
July 30, 2010
towcecoRc mlonbe.121W Page 14
EXHIBIT "M
E>chibit "A" attached to and made a part of that certain Tower Collocation and land Sublease Agreement entered:
-into by and between American Cellular Corporation, a Delaware corporation, as �esscr, and Nextel of New York, Inc-. as
Lessee, and dated 2006.
PREMISES
Tower location, Township of Waooinger, County of Dutchess. State of New York.
Latitude 41 degrees 35 minutes and, 13 seconds and -- -.._ _ .: _ . --•--� -- —
..•.Longifud�ei3-degrees 53 rriititites and�6:7'sec6nd's�•-•----• - •---'� - _._ ...
Demised Spare on Tower: Between 130 -feet and 135 feet above ground bevel for installing 12 antennas having a
diameter of Eft and number of 12 feed likes per antenna.
Land: 13 foot by 2D foot area located adjacent or at the base of the tower and located within the Property described as -
part of the Waooinger Township, Dutchess County, State, Commonwealth or Providence of New York as depicted by the
sketch or drawing attached as page 2 hereto and incorporated herein.
ACCESS EASEMENT and UTILITY EASEMENT, --
As defined in Secfion 5 of this Agreement.
tower collocation 1se.121M Page 15
T EWGINEERING APT FILING NUMBER: NY433.560 AlmiflEgaff NEXTEL SITE NUMBER:
a9gbDELBRODKDRIVE LE 1 /* NY --6814
taI L WWciRTtt, CT. D6419 ONE NORTH BROADWAY WAPPINGER
PHONE: )860)-663-1697 SCALE: AS NOTED .. 1) N BY: SMC WHITE PLAINS, NY.10601 20 MIDDLEBUsH RD
FAX' (850-663-0935 9.14 44300
K•yvwxSlpolnlstech.to,n DATE 03116/05 CHlRbKED BY: SMC ( )8.4WAPPINBER FALLS, NY 12540
T APPpo ALS: TOTALS -
LANDLORD DATE: (12) PANEL & (3) GPS ANTENNAS. (18) COAX LINES
RF ENGINEER DATE; .� [ Z� SQUARE FOOTAGE OF PROPOSED NEXTEL EQUIPMENT
OPERATIONS DATE: SHELTER - 2no s
- SQUARE FOOTAGE
OF EXIST ECOM
PROJEC MA AGER BATE: cS EQUIPMENT a 370 S
CFS BATE:
-NOT - __. --- -- NOTICE' --
1) UTILITY AND COAX ROUTING SHOWN ARE PRELIMINARY. THIS IS A REPRESENTATION OF THE EXSTING
ACTUAL ROUTE SUBJECT TO CHANGE. STRUCTURE &. PROPOSED MODIFICATIONS. ALL SCALED
2) AGL = ABOVE GROUND LEVEL, ARL - ABOVE ROOF LEVEL DIMENSIONS SHOWN ARE NO BETTER'T14AN APPROXIMATE
FINAL LOCATIONS PENDING FURTHER ENGINEERING
ANAI YSIS, DESIGN ANDVOR SURVEY.
P .OPOSED NEXTEL PANEL PiZOPOSED NEXTE
100' WETLAND ANTENNAS (l 2) ON PROPOSED GPS (3) ANTENNAS
BUFFER (APPRO)) 'IT LP PLATFORM, CLO 130' AGI BO' AGL
EXISTING CHAIN-LINK
FENCE
PROPOSED
NEXT5L CABLE
EXISTING TREELJNF BRIDGE
(TYI') EXISTING CABLE. / EXISTING 150 -
BRIDGE / MONOPOLE
PENDING EQUIPMENT
ON CONC. SLAB
o
EXISTING EQUIPMENT
SHELTER (DOBSON) —(
EXISTING S MIN
EQUIPMENT
EXISTING UTILITY SHELTER
DEMARCATIONS (CINGULAR)
EXISTING
ROCK WALL
E E _J EXISTING
T T 7 T PROPERTY
EXISTING EDGE LINE
PROPOSED NEXTEL OF GRAVEL
PROPOSED NEXTEL 1(]'X20'0 WG I•IT'ILJTIES 0'
FROM EXISTING SERVICES ROOF PLAN EQUIPMENT SHELTER
i-1VAC UNITS, GENERATOR
REM 3M61M PRELIM. EQU%4ENTLAYOLM-SMO RECEPTACLE, & STOOP
Rchl•'�flsVflK• I FFra1 4F1/1 REFI\AMF7J7• SIAf;
nT•Y.r... -•^"_„r'y`a`'`' -T •. .. .r., --.cam' —--..... '
0
r
tawrrCCMb-�wtai9oo
Page 20
APT ENGINEERING
3S�%DDEoRooI<DPJM
Cf.
;tlg
'IN.
ouLLIWWORTH, CT. 06419
pHOM,
M (860)-03-0935
wwwA;lpowddcbxcm il
APPROMA—LS'
LANDI-01RD
RF ENGINEER
OPERATIONS
PROJECT M NAaFR
CFS
REXTEL SITE _NUMBER.
APT FILING NUMBER.' NY -133-56D .... AVE
MY -0614
'ONE NOKT�H BROADWAY WApptNGER
WHITE PLAINS, My'. I DSO 20 MIDDLEBUSH RD
sr,AI-F-. AS N DRAWN BY: $11116
1. (914' ON 'VAPPSNGSt FALLS, MY 125SO
DATE: 0311 6/05 CHECKED 6Y: 51NC
I OTALS:
NUMBER.
L SITE NU
Y-0614
W API :GER
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72St4MIND m
Wop GS' r Ls NY
590
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(12) PANELA (3) GPSANTEt4NAS', (15) COAX LINES
sqUAREFPOTAGE OF PPOPO
DATE- SED NEXTEL EQUIPM PM
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DATE: SHELTER 200 Sq Ft :4 -UNG
DATE; SQUARE FOOTAGE C F na,-, , TELECOM
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DATE: F 71� Sl'�
EQUIPMENT
DATE:
..NOTICE: :
THIS IS A REPRESENTATION OF THE EYJ"NG
I1) UTILITY AND COAX ROUTING SHOWN ARE PRELIMINARY. STRUCTURE & PROPOSED MODIRC:A-nONS- ALL SCALED
ACTUAL ROUTE SUBJECTTO CHANGE. DIMENSIONS SHOWN ARE NO BEFFER THAN APPROYJMA7E'
2) AGL - ABOVE GROUND LEVEE 4 ARL ABOVE ROOF LEVEL FINAL LOCATIONS PENDING FURTHER ENGINEERING
ANALYSIS, DESIGN AN DIOR SURVEY. _ I
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EQUIPMENT SHELTER WI(2)
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EXISTING UTIUTY
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Site:, Wabpinger -Palls
LANIJ LEAST -AGREEMENT
THIS LAND LI-:ASE.AGR—F-EMIE!4T -arid entered into as of the
24th day of"Mofth, -20.00, by allo betwepuithe TbWn Qf-W, Mu j pal�b. ivis.ipri,with
offces at TOwn Hall, 20 Middlebush Road, Wappkgor PAlls, Ne�v Yp12500
(Landlord) and
Dobson 001ularSysterns. Ino,., an OklqhPma rpgratlori, with its principal place of business
134.39 N. Broadway Exteri5ion, Oklahoma City, -QK 731114, as Managerd' at
1 .1 Oklahoma,
' ' il an, on behalf of
Dutohess 0ourity Cellular Tejepfi'Pne.Corp-, ,Route 0.5, Lagrangevjlle.
'Now'York 12540, a be'lavmre corporation, Cq . enant.). .
WITN9S-SET
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I.- ' Premises: Landlord hereby -Ipase;s to Tenant and -TerjaM hereby leases from
Landlord that certain real prop" (the 'Leased Premises") situated In the 'town of Wappinoer,.
County of 'Outchess, State of New York, as more particularly described on'P-xhibit "A" ttA ached
hereto. Landlord also -grants Tenant a no"xcftjpivf) access for Ingress and Ogress, par, . long,
utilities., construction. maintenance, operation . in and removaljolatinj to Tenant's use of 1
Leased 'Preinises on., over, under and upgn the adlacqnt Wild *,of Landlord, TOneriVs use of the
Leased Premises is subject W the'approvaj of the Towns other tcoants (the New Yo* -State
Pplim and Sloper-WHien Commun'Ry Ari Oviance S-ervlpes) who have leases forspao In the.
vicinity of the Leased Premises. Landlord will make Its bes.1,efforts tobtain "such approvals fri
these'other tenants within thirty (30),days of the full execution of t1 is Lease.
2. '!Lse. The Leased Premises shall be ju!md to install, construct, oppratp, maintain,
repair -alter, insp6ct,-and remove acommunications; txillty,whjoh may include, but $Nil not be
limited th', a transmission toWer,-ragrip and microwave communications equipment ah
equipment building sand, If necessary, a portablp emergency generator WM a self-contained
gasolinp- or diesel -powered fuel tank to be lorated on thb Liaz6d Premises adjacent to the
Wip.mnt building.. For the purposes of this Lea§e, the transmission tower and all of Tenant's
equipment, bpildliiig, generator,: cable, s', wires, antennas, switches, microwave dishes, and
accessories shall hereinafter collectively be Tarred to as the -tommurficatiQi% Facility." The
Communication Paclitly, may be installed by TOnaift or by anj of Tq.onrs agents or
contractors. The- Commnim.0pris Facifi.ty Is pubjeot to -the approval of this 9 Planning. Board,
which shall approve Tenant's plans upon the advice and consent .of -the Town Board. This
Planning B.oard approval is a prerequisite to ,the permilting'&M approval process detailed in
Paragraph 1,9.
3.
(a) Primary Tenn. The Primary Term of :this Lease sh;Wl be for five (S)'
years, and sh4fl .commence the day afterrepajnrs recoilpf of .all necessary approvals to
JUN
TOWN OF WAPPINGER
TOWN CLFRK
construct and operate the Communications Facility and shall terminate at 11;59 p,rn. on
the fifth anniversary of such date, unless sooner terminated as provided herein.
(b) Extended Terms. Tenant is granted the option to extend the
Primary Term of this Lease for four (4) additional periods of five (5) years each
("Extended Term") provided Tenant is not then in default hereunder. Each of Tenants
options to extend will be deemed automatically exercisedwithout any action by either
party unless Tenant gives written notice of its decision not to exercise any option(s) to
Landlord at feast six (6) months before expiration of the then current term,
4. Rent:
(a) Tenant agrees to pay Landlord, as Base Rent, the annual sum of
Eighteen Thousand ($18,000,00) Dollars payable in monthly installments of One
Thousand Five Hundred ($1,500.00) Dollars, in advance on or before the first business
day of each and every month during the Primary Term and each Extended Term to
Landlord at its address designated in Section 8.
(b) Rent Adjustment. The amount of Base Rent payable hereunder
shall be adjusted and increased by three percent (a%) annually commencing with the
first anniversary of the Commencement Date and thereafter on each and every
anniversary of the Commencement Date during the Primary Term and Extended Term
as provided in paragraph 3(a) and (b) above.
(c) Prorated Rent. Rent for a'ny period during the term hereof which is
less than one (1) month shall be prorated based on a thirty-one (31) day month,
5. • Access and Utilities: Landlord hereby grants to Tenant, for use by
Tenant, its employees, agents, contractors, and by utility companies easements and
licenses over, under, upon, and across adjoining (ands of the Landlord, the property
and rights-of-way or easements owned or leased by Landlord, on a twenty-fdur (24)
hour daily basis for (a) ingress and egress to and from the Leased Premises (the
"Access 'Easement"), and (b) the installation, operation, and maintenance of necessary
utilities for the Leased Premises (the "Utility Easement"). If reasonable in Tenant's
opinion, such Access Easement and Utility Easement shall be over and lie within
existing roads, parking lots, and/or roads established by Tenant hereafter. Tenant shall
have the right, but not the obligation to improve the Access Easement, by grading,
graveling, or paving it, The Access Easement and the Utility Easement are more
particularly described on Exhibit "A" attached hereto and made a part hereof, Tenant
shall request approval from Landlord prior to any change in the particular location of
any Access Easement or Utility Easement, if such shall differ from the descriptions on
Exhibits "A" hereto,
C&NLW :$J1W 04
construct and operate the CommonicatipAs Fa011ity and shall terminate a
6 " , at 11. $0 pm. n
the fifth anniversary of such dat:6, unless sooner terminated as provided
.fib) Extended - Terms, Tenant is wonted the oPfi Ph to extend fhe
Primary Term of. thid Lease for four (4)' additional' periods of five (5) years each
("Extended Term'? Provided Teright is not then 1640064,herqunder. Bach of Tenants
options to extend will be deiatned automatically exercised without any oclion by either
party unless TOnant. to
gives written notice of deiqsioin riot oer'=e any option(s) to
Landlp,rO at lepst -six (6) months before expiration of thq then cUrrenttorrn.
4, Rent:
Tenant .a0 0 rsto pay Landlord, at,BaseRent, the annual-sw.mO..
Dollars payable i 4*11111111111011
D 1391larsi in advance on or before the first business
C�
!aWVofN,eeac;h Mand every month Term and each 5
'Y' �h'.dudng the PrIMaTy. WendW TerM to
Landlord .at ba0dresidesignatod in Section S.
:amount„ � Base
Rant
(6 Rent Adjustment, e. arno .0 pay befeunder
of I. , parable
nto"Mankereatter on eii�- and every.
.shall boadjusted and increased.b annually commencing with the
first anniversary of the tomrnen�MOMWe'frlt Date
annNorsary of the Qornmeripenlint Rate during th,6 Primary Term and Extended Term
as. provided in paragraph 3(a) and (b) above,
(c) Prorated Rent Rent. for any period during the terra; hereof whita-h is
less than one (1) month shall be prorated' based on a thjirty-one (31.) flay month.
6. Access and Utllities.'Londlord hereby.grants to Tenant, for Ope by Tenant,'
its employers, agents, , contractors, and by utility o companies easements and rlcense��
:andover, Under,up9n, no across adjoining lands Landlord, the property and rights-,
of -way or easements owned or leased by Landlord, on a twenty-four (�4) hour daily
basis f6r (a)- ingress and egress to and from the Leased. PremlsE* (the "Access
150st.-Ment), and (b) the installation, operation, and maintenanop of necessary uOliffes
for the Leased Premises (the "Utility Easement"). If reasonable in Tenant's opinion,
such Access Easotn.ent and Utility Easero.entsball be:over and re within existing roads,
parking lots, app r roads .est4bl ' is ' hed by Tenant hereafter, Tenant shall have the right,
hut not the obligation to improve the Access Casement, by 9radip6gravpIing, or paving
it The Access F-aserhentand the Utility Easernenfare more particularly despribed on,
Exhibit W attached hereW'and mode a part horeof. Tenant small request approval
fr.orn Landlord pribrto any chan�gein theparhcular.location of any A6oess, Easement or
Utility Easement, ir &urh shail differfrom the descriptions on Exhibits "A" hereto,
Utilities at Tenant's. Cost- Tenant .shall •be solely responsible for-' and
promptly pay al[charges for gas;'eledricity, telephone, service, or any other utility used
C&FAV.,"27,04
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of qonsumed by T.6npipt on the Leased Premises- If becassary, Tenant shafj have ate eloctripal current
meter insta[W at-thel-eased Pternises for Tenant's electrical 'Usagb, and the cost of such meter. and of
.installation, maintenance, and.repair thereof shall be paid for by Tenant
7. Holding Over Should Tenent hold pos*essjon of the Leased :Premises or -any portion
thereof after the .date upon which the ,Leased Pretnisep are to -bTe
e surrendered., Thant will become a
tenant pr) ..1 month-,"onth basis upon all the torms'. covenants, ,and 66ndjOpns of this .lease except
those pqrtairiiN to Lease .term :and, dtiving..'4ny such.,'mbrith-16-month tenancy. Tenant shall P4
monthly rent in the amount which is equW to the then-purrent Base Rent Tenant will Continue,
occupancy frpm month-to-rnonth until tormIni2ited by Landlord or Tenant by the giving of Ibirty (39) days'
written notice -to the other.
8. Notice: Ail .notices of ,eerrmndsare deemed W have been given or made when delivered
In *
peon or mailed by certified, registered, return receipt or express mall, postage propaid,
united States mad, and addrpsseflo the applicable partyj as fotjbWs:
Tenant:
Dobson Qellularsystems, Inc., as Manager
and an behalf of, OtAcbess Cbunty Cellular
Telephone Cp., d/Oi4CellularObe,
Aa6nffIDn;,PrOPedY Manager
1351 51 Route 55
Lagron ' G[eville. New York 12540
Phone: (91 4) 483-8108 ,
With a copy tw.
5W Knitdo
NaWnal Communicafions Site Manager
Dobson Cellular Systems, Clic.-
-3910 South Avo.
Youngstown, Ohio 44512
.Phone: (330) 50"$4s
Landlord:
Supervisor
Town Board of the Town of Waippinuer
20 MiddlebuO Road
Wapp, ingor Falls, New York 1259.0
Phone" (914) 297-2744
Town Clerk
, Town of WAppinger
20 fAddlebuih Road
Wappinger Fags, New York 12590
Phone,, (914) 297 -Ml
A party may change its address to which any notice or.dern0nd maybe given -,by'wdtten notice thereof
to ft other party.
9. Wb!14 and Indemnity
Tenant agrees to 'Indemnify and save the -Landlord harmless -from claims finpluding costs
ms) arls1hg,pr alleged to arise from, onybreach of this
and expenses of defending against such cJai
Leomission,.
. ase by Tortarit, or negligent act, negligent ,or intentional tort QfT.onpnt p?Tenanrs
a the terra of this Lease
agents, contractors, .invitees sor licenIsees occurring
in .or pbout the Leased promises. Landlord. agrees .to indemnify and save Tenant
harmless :from all claims (lnliuding .cost and expenses of 400nd rig against such
claims) arising or ,alleged to arise from .any .breach of this pease by Landlord, or any
negligent act, negligent omission or intentional tort Of Landlord or Landlord's agents,
employees, or con0actom. , occurring during the term of #his Lease, The provisions of
this Section .9 shall survive the terminatiOn of this Lease.,
1 Q: Termination:
(a) Tenant has the right io .terminate this Lease at any Urne. Ripon any
of the following events:
(i) Upon'providing Lendlord Six (6) months wrltien notice; or,
(ii) It the approval of any agency, board, court, or other
gwemmental authority necossary for the .construction .andfo,r operation .of the
Communications Facility cannot be obtained, or is ,revoked, or if Tenant.determines the
cost.of.obtaining .s.uch approval is prohibitive; or,
if Tehant determines that the Leased PramisES is not
appropriate fpr locating the Communications Facility for technological reasons,
including,, but not limited to, signal interference.; or,
(iv) If upon Imspecfior) of the Leased Premises Tenant identifies
.any envirorimpntal contamination of other, geotechnical condition unacceptable in
Tenant's sole discretion.
(b) Tenant Will give Landlord thirty .(30) days written notice of
termination ofthis Lease under the 'terra$ of this ;jection 10(a) (ii), and (iii). Tenant may
temminate immediately upon wr*n notice under the terms of this Sectipn 10(a) (iv).
Upon tennination, neither party will owe ,any further.obiigatlon under -this ease except
as otherwise provided in Section 11 and except for the indemnities and hold harmless
provisions in this Lease, the provisions of Section 21, $e,ction 23, the prompt
reimbursement of pro -rata prepaid rent, and Tenant's responsibility of removing all of
the Communications Facility, , from the Leased Premises and restoring the Leased
Premises to its condition as of the commencement date of this Lease, as near as
practicable, -save and except ptiiities installed, access areas improved, removal -of
vegetation fol• oonstruction 'purposes, items .constructed or changed by any person(s)
or entity(les) ,other than Tenant, normal wear and tear, .and matters beyond Tenant's
co:xtrol.
C*F&W:` 7. a
11r Defautt -
(a) Notwithstanding anything in the Lease to the contrary, Tenant shag
not be in default under this Lease until thirty (30) days after.reoeipf of written notice
front U.n¢lord. specifying Tenant's failure to .00rnply with any material provision of this
Lease., which failure is not cured within said thirty (30) days; provided, however, where
such diefault cannot reasonably be ,cured within thirty (30) days, Tehant-shall -not be
deemed to be.in default under this Lease if Tenant commences to cure such default
within said thirty (•$0) days and 'thereafter diligently pursuers ,such cure to completion.
For monetary defaults the applicable period of tibie above shall be, changed torn thirty
(30) days to ten (10) days with regard to notice and cure.
(b) In the event of Tenant`s default in the payment of rentals or
compliance With any other Material provision of this Lease, Landlord rnay, at its option,
terminate tliis Lease without affecting its right to slue for :all past due rentals and any
Wither damages to which tho Landlord may .be entitled, Should .Landlord be entitled to
collect rentals or damages and be forced to do •so through its atto mey or by some other
legal procedures, Landlord shall 'be entitled to its reasonable oosts and attorney fees
thereby incurred.
(c) 'in the event of Landlord's failure "to comply with .any material
provision of this Lease, which failure is not cured within thirty (30) clays alter receipt of
written notice thereof from Tenant (provided., however,. where Any such default cannot
reasgnably be cured within thirty (30) days, landlord shall rict '.be doemed .to be ;in
default under this Leasie,if Landlord commences to cure such. default within said thirty
(30) days and thpreafter diligently .pursues such. cure to completion), Tenant may, .at .its
option, cure the W.lur•e at Landl.ord'.s.expense or terminate this Lease without affecting
its right to demand, sue for, andcollect all of Its damages arising out gf Landlord's said
failure to .comply (including consequential damages), If Tenant .is entitled to collect or
otherwise remedy said •.damages, -and if 'tenant should seek enforceme t of its rights
through an attorrmey or other legal .procedures, Tenant is entitled th collec'fin addition to
any other amounts Owed, its reasonable.0sts and attorneys' fees th.ereby-incurre&
(d) , The rights and remedies stated in this Lease ,are not ,exclusive and
the parties, in the :event of a breach hereof or ,a .dispute, are untitled to pursue any ,of
the .remedies provided herein, by. law, or by equity.
(e) No course of dealing between the parties or any delay .on the part
of -a party to, exercise any right it may Have tinder this Lease shall operate as a .waiver
of any of the rights_ hereunder or by law or equity provided, nor shall any waiver of any
prior default operate as the waivar of any :subsequent defaults and -no express waiver
shall :affect any ter.rn or condition other than the'one :specified in :such waiver, for the
time :arid .manner specifically stated,
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92. Taxes: Tenant shaft Psy to Landlord Tenant's share of .aoy of taxes that
would be .due by Tenant, if :'Land[Ord were not exempt for -taxes for the Leased
Prgmases._ This Payment in Lieu of Taxes (P,IWT) shall be paid by Tenant within sixty
(60) days of receipt of .sufficient documentation ind#'eating calculation of Tenant's said
share.!*- January of each year, the assessor for Landlord shall provide Tenant with' a bill ,
seeking PILOT fees. Such fees shall be based on the assessed value of the Tower,
multiplied by the .applicable tax. rate_per thousand °iri the jurisdiction of which the (_eased
Premises area Part.
13, lns.urance: Tenant, at its expense, sFiall maintain in force during the term
of this Lease a .combined single limit porgy of -beadily injury and property damago
insurance, with a limit of not less than Three Million ($3,000,000,00) .bollars insuring j
Landlord and Tenant :agalnst all liability arising out of Tenant's use, occupancy, :or
maintenawce of the Leased Premises, which policy shall bee .endorsed to Landlord as
additional insured.
14. Tests` Tenant iS hereby given the right to survey, soil test, radio -coverage
test and t0 conduct any other invebtigations .needed to determine if the sur,Face aino
location of the Leased Premises is suitable forTenarWs use as intended by this Lease.
15. Ri ht of First refusal intentionally orr#tted.
1.0, f=ixtures: 'Landlord covenants and agrees that all personale property and
improvements of event' .kind and Nature constructed, erected., or placed by Tenant .on
the Leased Premises, or other real property owned by Landlord, .shall be and rernaiia
the property of Tenant despite any default or •terrriination of this Lease and may be
removed by Tenant, anytime 'in Tonant's discretion provided that Tenant at its expense
shall restore the Leased premises pursuant to Section la(b). /fit the expiration or
to Tbinatiort of this Agreoment, Landlord shall have the option to either have Tenant's
transmission tower removed by Tenant, or to have lt. remain upon the Leased Premises,
and become the sole property pf Landlord. Landlord -shall .give notice & its .desire to
have the lower remain on the Leased premises at least sixty (66) days prior to the .end
of any term or renewal term, in the absence of -such notice, Tenant shall remove the
tower at the, terrmrinaVon of the tease_
At the beginning of the Primary Term,. tenant shall .prpcure a removal bond fbr-
the removal of the transmission tower to be installed by Tenant.
17.
Memorandum -of Agreement After preparation of the legal descriptlons of
the Leased Premjse'a, AC ss Easement, , and Utility Easement, each party, at the
request of the other, shall sign a IU morandum of Lease and Dight of First Refusal
substantia.'lly in the form attached hereto .as t Ei(bibit "B", and Tenant, atits sole expense,
may record the Memorandum of Leasee and Dight of First 'Refusal in the land records
recording offices) reasonable for notice purposes,
rl�tw:auzxa .
18, Assignment and Sub W,n6 by Tenant:, Tenant may,, upon Landlord's
oonsent, which .shall nit. be utiroasonai biy delayed, conditioned, :or denied.- assignor
sublet any o.r all of Tenant's intoresf in this Lease, the Access Easement, the Utility
"basement, ,any part Of the foregoing, the leaseholder'§ interest of Tenant created
hereby,, and/or any or ,all .of Tenarr's right, #itle, .and interest in and to Any ,or all of the
Communications Facility, except that Tenant rpay, wft i prior written notice to Landlord,
assign or #raiisfer Its rights and obligat Qns under thi' Leos e to any.:of its affiliates or to
any -successor to its PCC license. Landlord's failure to eidh>rr approve or,rejedt Tenar>t's
request far :assignment nr'subletting irr for k -:five (45.),days of, receipt of Tenant's
request shall be deemed an approval: I.
Tenant.shail.remit to Landlord, on a quarterly Primal basis, twenty five percent
(25%) of all :sublease revenue, direct or indirect, received.oy Tenant or Fifteen Hundred:
($1500.00) Dollars per 'spbtenant: /tier quarter, whichever foirnula produces the greater
.revenue.to Lessor.
1-9. Permits: Landlord acknowledges that following the .execution of this
Lease, Tenant will be contacting the .appropriate local governmental agencies for the
pUrppse of ob.tahing -.all building permits .and approvals, zoriing changes andfoar
approvals, variances, .use permits, and .other .goverritn ntal permits and approvals,
including Federal Aviation Administration ,approval, (collectively, "P.ermits') necessary.
for the construction, operation, and maintenance of the .Communications Facility,
Landlord agrees to fully cooperate with Tenant in abtain•ing the Permits and to execute
any applications,' maps, certificates, or other documents ti- at may be required in
connection with the Permits.
20. Con8ent Whenever under the, Lease the content or approval of .either
party is required ora determination must be .made by either .party, no such consent or
approval shall be uhreasorcably withheld, conditioned, or delayed,. and all such
ideterminations shall be made .on .a reasonable basis and in a reasonable rrianner:
21,. Environmental Nlatters� �,
(a) Landlord represents to the best of its "knowledgo that there are no,
Environmental. Pollutants An -or "in the Leaser) Premises and the property is not in
v-iola ion ,of any Applicable .Environmental Lave.. Landlord has provided Tenant with all
environmental reports for the Leased Prornises in its possossion_
(b) Landlord agrees to indemnify and hold Tenant, and Tenanfs
agents, employees, successors and assigns, harrnless from any and all. claims,
damages, fines, penalties, juOpments, costs and liabilities C" osses°) arising out of or
related to any breach or inaccuracy of Landlord's .representations made in the first
sentence of paragraph 21(a) above, regarding the presence of Environmentai
Pollutants on .or in the Leased Premises except Losses :caused solely by Tenant's own
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.use,, spill discharge, release or doposi# j.of En+!ironrnental Pollutants on the [.eased
Preml; es. Such Losses shall ,include, wiftut IiM tation; ptto'mey, consultant and
laboratory fees and .costs; InvestlgaWn and assa$arnen# .expenses; cleanup .and
remediation .expenses; exAgnses associated with discharging :any - liens; business
interruption 0>tpenses; and, all expenses .associated with the preparation submittal of
any .plans, reports or other submissions to any 9ovemmental entity.
(c) Unless caused by Tenant or Tenant's agents, licerksees or'inviiees,
Landlord shah at Landlord's ern expenso, promptly take.al[ steps necessary to contain,
investigate and remedy the release of any lnvirgnmontal Pollutants on or in the Leased
Premises or which .el%vets or thrg�itens, to e# ct the teased Premises. i_andlordtshail
report such-releaso.and coordinate its remedy with ail appropriate govor-nmental entities
,and :shall remediate all resuliing damage ho .any person or ,property. Should Landlord
fail to ,respond to a remedy, Tenant -may undertake such response or .remedial .action
and a!I Tenant's costs and fees asspoiated therewiili shall be included :ass lndemnj
Losses.
For any release .of Environmental Pollutants caused by Tenant
or Tenant's agents, ,licensees or invitees, Tenant .shall at Tenant's own expense,
promptly taste all steps necessary to contain, inve$iigie and remedy the releaseof any
Environmontai Pollutants on or in the Leased PreJrrises or which effects .or threatens to
effect the teased Premises. "tenant shall report such release and coordinate 'its
remedy
with all .aliprOpriate governmental entities . and ,shall remediate all resulting
damage to ,any person or property. Tonant agrees to indemnify and hold Landlord, and
Landlord's 'agents, employees, successors and assigns harmless from any and all
claims, damages, fines, penalties, judgments, costs and liabilities ("Losses") arising out
of or related to the release of .any.EnVirronmental Pollutants caused .by Tenant Should
Tenant fail to respond to a remedy, Landlord may vndertake such response .or rem 4iat
action and all Landlord's costs acrd fees assooiafed therewith shall be included as
indernnffiedLosses.
(d) 'PAronmental Pollutants* means all hazardous of toxic substances sg
listed in Applicable .ENAronmental Law, inoluding without limitation, hazardous materials,
petroleum, asbestos and nuclear waste,
(e) "Applicable Environmental Lave' means fedoral, :state, or focal lavers ,arid
.regulations pertaining to hazardous,,toxlc or polluting substances, including but.not limited
to CERCLA and MCRA.
(f) ' Landib.rd shall prgmptiy and fully cooperate With any .environmOntal
consultant retained by Tenant . to inspect the Leased Premises and shall .promptly
provide all additional information which may be reasonably requested by -Tenant .in
connection with such investigations:by'an envirprimental consultant
C"kW-. sO27_"
(g) The provisions of this -Section .21 shall survive termination :of this
Lease.
22. Fences: Enuring the term of the Lease, as .it may be extended, .Tenant
may fernce inthaipoportion of the .Leased Pre,mfsos as Tenant determines is reasonable
-for protection .of the Communications Facility. In most cases, Tenant Will only fence
areas around the tower, equipment bu'liiding andlor Dial. anchor points, if any. Landlord
shall not prohibit Tenant's accea$ to the Leased F?remnises, or be entitled to use such
portion so fenced for any purpose:
23. Title: Landlord represents and warrents to Tenantlha,t ,Landlord has goQ.d
,and marketable title to the Lea.`sed Premises, Access Zbsement, and Utility Easement,
free ;and clear of all liens, encumbrances, and exceptions. landlord. shall warrant and
defend the-sarne to Tenant ag-ai! st the -11aizns and 3der�anus of all persons, and entities.
If Landlord, is +.a corporation, partnership 'or other legal entity, the individual(s) who
execute(s) this Lease on behalf of Landlord reprpsent(z) :and warrants) that -he or .she
is duly alnuthodzed to do -so.
24. Condemnation .of Leased Premises: In the,event that any gove.rnm . ent,
publio body, or tither coridemaing authority shall take, or if Landlord shall transfer in lieu
of such taking, all or -suph part of the Leased .Premises, Access Easement, or :Utility
'Easement thereby making A physically or financially infeasible, at Tenant's reasonable
discretion, for the Leased Premises to be psod in the manner intended by this Lease,
Tenant shall have the right to termir3ate .this Lease aeffec€ive as of the date of the taking
by the .condemning party and the rental shall .be prorated appropriately. However,11' only'-
a .pprdon of the Leased Premises, Accessm
Easement, or Utility, basement is taken, and
Tenant does not elect to terminate this Lease under this p'royision, then the Lease shall
continue but rental payments provided-undor this Lease :shall abate proportionally as to
the portion taken which is not then usable by Tenant, .and Landlord shall make all
necessary.repairs-and alterations tp'restore the portion Of the Leases! Preihises, Access
Easement, .and Utility .Easement remaining -to as near their formQ.. condition as
circumstances will permit (at a cost not to .exceed Landlord's proceeds from, said '
condemnation .or transfer).
25. Quiet. 7j_m_ent: Landlord covenants that Tenant, upon ,paying the rent .
and observing, the other- covenants and conditions ,herein upon its part to be obseived,
:shall peaceably and quietly hold .and .enjoy the right to .use the- Leased Premises;
Access Easement, and utility .Easement on the terms and conditipns ,and for the
,parposes. stated herein during ,the term of this Lease, as 'it may be extended, without
Hindrance, ejection, or molestatiar; by Lan
cllord or any person(s) or entity (les) claiming
under the Landlord. Y
C-O&A 2M27.04
26. Entire 80reement. -and Lindeeffect: ,This :Lease and any attached
exhibits ponst<tute the en#ire agreement betwaen >randlorci :and Tenant; no prior written
promisecontemporaneous, s, or prior, contemponeous, or subs0quent oral prorriiees'brtrepresentabons•,
-Shall be binding. This Lease shall net be amended or ciia' ed except by Written
instrument sig00 by the parties hermtQ. $actiorl captions herein ane #vr eanvenience of
reference only and neither limit nor amplify the provis'tdnr, of this Lease. The invalidity
of any portion of this •Lease shall liot have any effeot on the balance thereof. The
provisiops of this !-ease shag be binding upbin and inure io,:tij13 bene ,of the baits,.
executors, administmtprs, successors, and assigns of said L.�ndlordand Tanant.
27. G•oyenning La► r,, This Lease shall be govemed by the IaWs of IIta State of
New York.
2$. Duplicate:* This Lease may be p' repared ibr execution by duplicate .
onginalp, each of which,shali constitute rine in the same�instrumentr
[Signatures'appepr•on the following pages.l
C"&*:,ZWZT- 04
IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this tease as of
the date and year firrsf above written.
TENANT: .
Dobson-Gellular Systorns. tnc..as Manager and bn behal#of
but ess n' Ce a on Co. dAVa GellulatOrie
gy:
Print.Narne: Tuna Y J. Duffy
Title: OhTef 'Teclhn)caI Officiet
UNIFORM CERTIFICATE OF ACKNO�'VLEr)GEMI~NT
STATE OF OKLAHOMA )
COUNTY OF OKLAHOMA )
On the 2e day of March In the'year 2000,
Wore me, the undersigned .personally
appoar.0 TEMOyw J. twpy , personally kooym to
me or proved to me on the basis of satisfadary evidence to be the..€ndivid lial(s) whose name(s)
is (are) subsonbed to.the within ihshurnent;and acknowledged to me that h lshetfhey ex ed .
# sarne,.l. s!h lxhe€r capaaity es), and that by his/herlthsir signature on the instrument,
the in - i person upon behalf pf wh€ch ,the Individual(s) acted, sxeouted the
I ,_T taicing.acknomiWd_gement
Vr � "t
UNIFORM Ct RTIFICATE OF ACKN01�11LED�EMENT
STATE AF --moo )
Q0VNTY OF DuTqpss )
On the day of March in the year 2e60 befora me, the
undersigned persenalo appeared ranstance n QMI:th personally icnpwn
to me or proved to me pry .the basis of salisfactoryevide nee to be the individuals)
whose name(s)'is (are) subscribed to the within instm ent and ack6orrrledged to me
that helshetthey executed :the same in his/h, erAheir capacity (ies), and that by
.histherltheir signaWre(s) pn the instrument, the indlvldual(e), or the pemon upon behalf.
Pf which the individual(s) acted, executed the instrument,
Signature and Office of'iiadi5riduai taking uCkrioMrlecigemert#
Al$Eff P ROBfRt ..
NOTARY PUBUC, State a; s , , ukk
Quaii#w W Dutch' 4
Commission Expiry. 9
-*F&Wl Z ZTI 04
EJCHIBIT *A„
Page 1 of 2
Exhibit "A" attached to and made a _part of that certain Land Lease Agreement entered
anto,by and between Town of Wappinger as Landlord, and Dobsoh Cellular Systern*s,, .Inc., as
Manager and .an bohalf of putch.e$s County Cellular Telephone Go. d/b/a Cellular -One as
Tenant, and dated March 24, 2000.
Lbgal Des rfptiait
LEASED PkEEMISF-t
A parcel of real property, together with the linprpvements thereupon, if any, . briefly
.desor€bald as located on 20 Iyliddlebush Road, and .containing approximately Lcres/sQuate
feet/measurements .• located in the'Taom of Wappinger County of Dutchess, State of New
York.and as depi6ted'6 the.sketch or drawing attached hereto avid .inQorporated ,hetnir:, .
lat: 41, 35, 6;463
Long: 73.55,18,M
ACCES§ MS—EM =NT and LMLITY EASEMENT
As defined in Section 5 of this .ease and -as depicted by'the sketch or dravvjng attached
hereto and ini.vT ated herein:
Said desorip4ons and drawing and/or sketch are intended as temporary identification of
lio teased Prrrmtses arrd Access and Uiility Easement, and the parties hei'eto:ag:ree that, upon'
bompleg6n, Tenant's legal descriptio and suiyeynrs plat sha€I be :substituted for the temp .ovary
descriptions and drawing and/or sketch of the teased Premises and Access and U,trlity
Easement by an addendum to this Lease. in the event Tenant's surveyAe.gal .0escriiption differs
.materially from the temporary identification of the Leased Premises and A,cce-'�s and Utility
Easement prOided hetero, .-Tenant may terminate this Lease without ;further obligation to
:Landlord.'
-' �
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Prepared By:
Dobson Cellular Systems, Inc., as Manager and on behalfpf
Dutchess County Ceflular Telephone Co.,, dj'a CopuwrOno
13$1 Route%
LagrandpAlle, Now York 12540.
PropertyManager
Mail AP-,qQrdedOr1,q1naJ to,,
Attn: Property Wriager
Putchp4s; County Callulartelephpne Co.
d/b/a CellularOne
1.351 koute 5.5
L,agrangeville, -New York 12640
FOR RECO'RDER'S VSSONLY.
ME
MOPANt)!JM OF LWE
THIS MEMQRAN0VM 'Oft LF -ASP- is made and entered intoarc
as of the 20 clay of March,
2000. by ond.betweenthe tpwn of Wapping -or Falls of 20 Middlebush Road, Wappinger Fans,
New York 12590 ("Lanidlpro% and Dobson!ZW]Jular Systems jnc.', an ' .OklahomaCorpor0on, 'as
Manager and on behalf of. Dutch".9 County Cellular Telephone Co. d/bt;i CellplarOne. A
Pelaware Wrporation, with an address et 1351 Route 55, Lag,*geville, New York '12540
('rrpnaint"]
WrrNF-s4:ETii.
For.qood and valuable consideraWn, taTndlord leasps.to Tenant and Tenant leases from
Landlord, that certain real prqpertyberelhafler referred to a -S "Leased premises." S, 1twated in the
Town of Wappinger Falls, Cotinty of Putchess, State of New York, and, mofe
partippla.rty
desqnt)ed as follows:
-SEE EXHIBIT AND MADE PART HEREOF.
The term of said lease Is for five (5) years, commencing on Manch 24, 2000 and
terminating on Manch 24, 200.5, subject to Tmonrs option to extend the term for tour (4)
additional periods of five ($) years each; upon .consideration,the . terms, ns. cov.pnsntp, oonditions,
FirrOtatiOns,' arid restrictions set- forth in thatr certain land Lease
,
.rY
i
Agreement .of even date herewKh between the parties hereto wvaring the 'land
i henelnebove d..escdW, including the right of Tenant to rereove .any Mires instaited or
improvements made by Tenant .aspermitted by said ` lase, and said Lease 3s hereby
inooipprated herein .with the same farce and effect as fh0 gh herein :set forth at length;
and a copyof the provisions ,of said Lease. material to this Memorandt#n is .available .from
I either party ,hereto at their above-stated respective .addresses.
I ;
mpi w,zswm_cw
IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed,. this
.Memorandum of Lease as of the date .and year .first above
-written..
LANDLORD:
TM OF W.APPITM
Print Name: cpnstanc�
TitleF $upervisp
Tax 1, DX or a.8.* 14-0002488
VNIFQ. CI=RTIPICATE OF ACISNOWLEDGEAAENT
STAT -r= Or aq voter : )
)'ss.
COUNTY OI; DTJTCEEK5S
On to lst day of March . .. in the year 2000 n0 before me, the
undersigned personally,appeared cous2 0. Smith . personally known
to me or proved to me on the basis of satisfactory evidenpe to be the ind'rrriduai(s)
-whose name(s) is (are) subscribed to tlaevithin instrument and acknowledged to me
that h0shelthey executed the same in his/heNtheir capacity (ies), and that by
his/her/their signatures) on the Instrument, the ir►dividual(s), or the persona upon behalf'
of which the indivIdvW(:s) acted., executed the instrument.
Signature and Of a of individuai taldrig ackno'Wedgement
At ;5
r i�aw YD* • AWERT P. RUBI:RTSS
":au Rty NOTARY PUBLIC; State of Hee Ya*
g-: Qualified in Dutch= i�
CDMMOion :Expires feb. 2;8.�.°�
c&Frw:ss4M-04
TENANT:
Dobson Cellular Systems. Inc.,as Manager and on behalf of
;DUtc ss unty Cellular Tele ' hne Co. d/b/a CelliularOne
By:
Print Narne: Timothy J..Quf y
Ttie: Chief Technical Officer
UNIFORM CERTIFICATE OF AGKNOWLED.GEMENT
STATE OF OKLAHOMA )
COUNTY OF OKLAHOMA )
On .itie 24:m day of March Jn the year 2QW, Worn tnjo, the undersigned personally
-appeared T'IMQTF& J. DUFFY . , pei5onally
.,._ _..
known to me or proved to me on the basis of satisfactory evidence-to be the individuhl(s)
whose name(s) is (are) svbsori. . to the within'insti-umeot and acknowledged to m. e.that
helshe/they executed the.same in Fi erltheir eapadty Cies), and that by His/her/their
L 1m ),on the instrument, the individual(s), or the persort'lrpori behalf of which the
?,acted, executed the instrument
atbodW ibai ' lbking adknowledgement . �
Bff ••A"
Pagr3
1 aft
Echibit "A" attached to and made .a park of itain I+�ienrorandum of Lease and l ht
of Fiat Refr sal enieted into ,by an'd between Tovyti Of 1Nappinger as 4.?lndipid, .and Dobson
Cellular. 5ysterns,Manager and on behalf'of Dukchess County .Ce[lular Telephone QQ.
dlbia Callular(7ne as Tenant, .and dated March 24,26.0
O', .
l.eg,al D.escrip#fon
LEASEb PR,EIN.IS.ES
A parcel of real property; together with the improvements thereupon, if any. busily
described as located .on 2p llilicldlebustl ,Road and :containing approXimetely. 10,0.00 ft,
plus/minus, located ir) the TQM Of W,appinger, Cqunty of Dutche5s, State of NNW York and'as
ciao€41by the ske
Lat:.41, 3�, 5.45 tch or drawing ,attached hereto and thoorporated heteln,
Long. 73, 55. 13.Q8
ACCESS EASEMENT an d t1'!"IL U EASEM'r=
As defined'on Sect€on 5 of this 'Leasg and as dep€cted by.�the.ske#c1a or drawing attached
hereto and incorporated herein.
Sall descriptions and drawing and/or sketch are intandied as temporary identification sof
the Leased Premises.'and Access :and U01ity Easement, and the parties hete#o agree that, upon
COniptetion, Tonant's legal description and surveyQes plan shall�.be substituted tar the temporary
descriptions and drawing and/or sketch of .the Leased .Pretpis.es and, Awess and. 'utility
easement by an addendum to this Lease. In the event Tenanks .survey/legal description differs
materially from .the- temporary ;Identification of the Leased Premises and Access and Utility
F;eSerrtent' pr0)A1Jed ,herein, Tenant .may terminate .Ws Lease vAthout further obligation to
Landlord.
- �.ellec
4r
4r
ATTACHMEW4
OWWRT co"semy
V MO Toyrer Luse �L dais¢ 200_,:, by am het"m
-
as and as TerkmL
Owner's (mspnt is W rewired,
Omnipoint C;o.mrnvrdcpdom., I= .64to # NYI.0309% WXongpOktO
.Landlord Lite Ref br6ope:.FAddleburh koad,
key. Date. 10116103; Page 14
ATTACHMENT S•
PQNTACT INOORMATH*
tp the -rower Lease dated 200_„ by ans! betuve¢n
- as t.andlord. and as team
TENANT,
NQGC — 973-872-5000
Omnipoint Commu*AOons, Ino ,%e # NYI.03090, Wooh9 IRtg Row. Date: I(/16/03:Page 15
Lan d�aM Site Refiemop: A1W"tUsh RQO, M �_,
E
AtTACkAWNT 0.
MEMORtANIJUM QF LEASE.
to the Tooker, Lease dated 20 'by and betwe
U
as TwIant,
This MOMMOum of Lease is wftmd 'Laft on ihid day of 2Dp. by :and
betwoen
h"nafter
M POW '-ilt
(hereinedter referred to as `Tsrtarlt).
1. Landlwd ;and Ter)brteniered into iI Loase,on the' 06Y.6t 200. , W the
purpp" of lnstaffi* opeja#nq and mahbainin 116
in the M. r faafty and 6ffi6i inip'rovemer6. AR 0
the kregoing are sO forth Lease,
2. The tOrm of theLease is for fare pye_ars pormiervingon.
2, al
ending on Wfth fewi (5),succes*e free Y"r t, renew.
.(5) to renew. If all optiaos
to renewgre ;i`em�sea:the term of tffv�, Tower L•eas'b will e)Vre tbhtY (30) YtW$ aftorlKe C-prnmencement,.Dato
(as defined in the Lease).
3. The Land Is describ6d in Afta4went A.onne)wj hw*. that p'6r#on of the Land be
leased tO Tenant Memisesl is dpwilbed In Altachmer48.4rv4xed hereto.
.IN WITNESS WHEREOF, the parfiep; haus executed LjeM6mnd , Woof Lea** as . of the day and yegir Amt
.above
bovp written. 'this,
WITNESS:
vvrrjK9S$l
rL LANDLPKD-.
_._9LvhGkU&0j-4A American Cellular
Cotpbration
(print)
Title: SLr,. UP A
Date:
TENANT:
Clinal.polpt.4mmonicatib"', Inc
-Richard . Tarabula . Oupture)
L
,Om;flp*d 06MMunications, IRr_ Sire x Nylmwo, Rita- pate: 101"3; F1.10e 16
Lan00 d $ite R0ferenM:,Mldillebusfi koad,A38
STATE -OF
COUNTY OF4UJ" J108.
I DerlifY that V b)mv or havesatisWqry evWww*lhat
-vft OPPear0d before rhe,,pnd said p, Lt - is the Po m.n
Lt
person
tw
)N;; fop
that helsbD Imm au&*&ed to on og4h sWod
exaputb .6 instrurnerit and ackoMtdoed it as the
Of rtud64CWP0rRfibn to be ft ftee'jand YOuptary act of such
pa4
for the uses and puqMw mentioned inIlle j6*u
MnL
Dated:
11 -ALD
9 P"bric
?rint Name AO 11,,
VlYpw"itsm expjW —7 9ILK02
NICOLECOABJN
"mw nwr,,STATE OF OHI!O
W OWW§",WRPI
NATE OF
GOVNITY OF
zw* that .I kom or have satisbOW evidence that
Jp .the
Pemm,*'hO aPP.8WW before 016, and said pepsm a*pMedgedthat fh
Stated Mat heJ*m a was helshe signed lhis insirumeM on 0a
ut0ted tD' Oxec'AO OW instrument and acknowledged it as the
of 0 rto be the tee and vownta
such P46,fbrU*-uses.itW'purpc*e 410 rnon ry act of
suchDated:' rn&-. nod 1p
1"M i.
,4!N$W-
P.rint Name .
MY cornmLs
Omnipoirrt Commu6iwfions, hw- .uSite # NY1 0309—BL, W -
a .p pinwAitRev.
Page 17
Landlord Site RefewHpw midhR Ajg
V81- COWED GTP Site Name: WaPP mger Fails
GTP Site ID: NY-5185
JUN � 3 2013
AG , EMENT REGARDING GROLWJ� LEASE
TOWN OF WAPPINGER
hGH R'
TMS AGREEMENTT REGARD �� GF
R LEASE (this "Agreement") is made
as of , 2005, between the party identified as "Landlord" on the signature page hereof
("Landlord") and ACC Tower Sub, LLC or its affiliates, parents or subsidiaries (collectively "Global
Tower").
RECITALS:
A. Landlord and Global Tower (as the existing Tenant under Lease the "Current
Tenant") are parties to the Lease dated , a copy of which is annexed hereto
I as Exhibit A (the "Lease"), covering certain real property more particularly described on Exhibit A
attached hereto (the 'Trove ");
B. Global Tower or its affiliate or nominee leas acquired or intends to acquire an
interest in the Lease, and Global Tower requests that Landlord consent to (if required) and acknowledge
the acquisition by Global Tower (or its affiliate or nominee) of Current Tenant's interest in the Lease;
C. Global Tower has obtained loads (the "Load') pursuant to a credit facility
provided by Morgan Stanley Asset Funding, Trac. (together with its successors and assigns, "Lender"),
secured by a mortgage or other security instrument, encumbering all of Current Tenant's interest in the
Lease.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged the parties hereto hereby agrees as follows:
1: • To the extent any such consent is required by the Lease, Landlord hereby consents to the
acquisition by Global Tower (or any affiliate thereof), .directly or indirectly, of its interest in the Lease. '
2. Estoppel Certificate. Landlord certifies to Global Tower (and Leasehold Lender (as
defined below) may rely on such representations) that the following statements are true as of the date
hereof:
(a) The Current Tenant is the tenant under the Lease (a full copy of which, including all
amendments thereto, is annexed as Exhibit A), and the Lease is in full force and effect and contains the
entire agreement between Landlord and the Current Tenant with respect to the Property. As used in this
agreement Current Tenant shall be deemed to include any affiliate or subsidiary of Global Tower, LLC
that may become the holder of the Lease from time to time.
(b) No default exists under the Lease on the part of Current Tenant and, to Landlord's
knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both,
would constitute .a default by Current Tenant under the Lease.
3. Agreement with res ect to the Lease.
(a) The Lender and any other lender (a "Leasehold Lender") under any loan secured by a
mortgage (or deed of trust) lien on Current Tenant's (or any successor to Current Tenant by foreclosure or
otherwise) interest in the Lease (each, as amended or modified from time to time, a "Leasehold
Mo a e") shall have all of the rights of Current Tenant under the Lease, including the right to exercise
I
GTP Site Mame: Wappinger Falls
GTP Site II?: NY -5185
any renewal option(s) or purchase option(s) set forth in the Lease, and to assign the Lease without
Landlord's consent.
(b) Landlord shall deliver to the Leasehold Lender (at the address specified herein, or -at such
other address as shall be designated in writing to Landlord) a copy of any default notice given by
Landlord to Current Tenant under the Lease. No default notice from Landlord to Current Tenant shall be
deemed effective as against Leasehold Lender unless received by Leasehold Lender.
(c) If Current Tenant defaults on any monetary obligations under the Lease, Landlord shall
accept a cure thereof by the Leasehold Lender within thirty (30) days after Leasehold Lender's receipt of
notice of such defaults. For non -monetary defaults, Landlord shall not terminate the Lease for so long as
the Leasehold Lender is diligently pursuing a cure of the default, and if curing such non -monetary default
requires possession of the Property, then. Landlord agrees to give the Leasehold Lender a reasonable time
to obtain possession of the property and to cure such default.
(d) The Lease may not be amended in any respect which would be reasonably likely to have
a material adverse effect on Leasehold Lender's interest therein or surrendered, terminated or cancelled,
without the prior written consent of Leasehold Lender.
(e) If the Lease is terminated for any reason, or otherwise rejected in bankruptcy, Landlord
will enter into a new lease with Leasehold Leader on the same terms as the Lease, if the Leasehold
Lender pays all past due amounts under the Lease within 30 days of notice of such termination.
4. Memorandum of Lease. To the extent the Lease or a memorandum thereof has not
previously been recorded, this Agreementshall constitute .a "memorandum of lease" under applicable
State law and may be recorded.in the applicable public records, the provisions of,the Lease (with certain:
financial terms redacted therefrom) being as set forth on Exhibit A annexed hereto and made a part
hereof.
5. Notices. All notices sent to Leasehold Lender shall be in writing and sent by United
States mail postage prepaid or other reputable courier service at the following address (or at such other
address notified in writing by Leasehold Lender to Landlord):
Morgan Stanley Asset Funding Inc.
1221 Avenue of the Americas, 27th Floor
New York, NY 10020
Attention: Christian B. Malone .
Fax: (212) 507.1123
6. Miscellaneous,
(a) If this Agreement is inconsistent with the Lease, this Agreement shall control,
(b) This Agreement shall be binding upon Landlord and its successors and assigns and shall
inure to the benefit of Global Tower, Current Tenant and Leasehold Lender,
(c) This Agreement may not be amended or modified except by a written agreement
executed by Landlord and the Leasehold Lender. This Agreement may be executed in any number of
separate counterparts and all signatures need not be on the same counterpart.
[SIGNATURE PAGES FOLLOW]
2
GTP Site Name: Wappinger Falls
GTP Site ID: NY -5185
LANDLORD
IN WITNESS VVIIEREOF, the undersigned, pursuant to proper authority has duly executed,
acknowledged and delivered this instrument as its true act and deed
a
Print name:
Title:
Prepared by and when recorded; return to:
Timothy I Culver, Esq.
Global Tower, LLC
1801 Clint Moore Road, Suite 215
Boca Raton, FL 33487
k
JUN 3 2013
TOWN OF WAPPINGER
GTP Site Name: Wappinger Falls
GTP Site Number: NY -5185
Dobson Site ID: NY -151 -AO -025
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
THIS ASSIGNMENT.AND ASSUMPTION OF GROUND LEASE (this "Assignment")
is entered into as of 2005, by and among American Cellular Corporation, a
Delaware corporatio ("Seller") and ACC TOWER SUB, LLC, a Delaware limited liability
company a ("Purchaser").
WITNESSETH
WHEREAS, the Contribution Agreement dated as of_.L, { r-6, .2005 (the
"Purchase Agreement", with capitalized terms used herein without definition having the
meanings set forth therein), by and between Purchaser and Seller provides for the contribution by
Purchaser from Seller of the Tower Assets; and
WHEREAS, the Purchase Agreement provides that on the Closing Date, :Seller will
assign all of its interest in the real property lease described on Exhibit A (the "Lease") to
j Purchaser.
GTP Site Name: Wappinger Falls
GTP Site No.: NY -51.85
Dobson Site ID. NY -1.51 -AO -025
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and in the Purchase Agreement, Purchaser and Seller, intending to be legally
bound, agree as follows:
1. AssigMent of Lease. Seller hereby assigns to Purchaser all of Seller's right, title
and interest in, to and under the Lease, being the same premises leased to Seller.
2. Acceptance and Assumption of Lease. Purchaser hereby accepts the assignment
of the Lease and expressly assumes and covenants in favor of Seller and the Lessor under the
Lease (the `.`Lessor") to discharge and perform, as and when due, all obligations of Seller
accruing, arising out of, or relating to events or occurrences from and after the Closing Date
under the Lease.
I Lessor as Third Patty Beneficiary. Seller and Purchaser acknowledge that Lessor
and its successors and assigns are intended third party beneficiaries of this Assignment and shall
have the right to directly enforce Purchaser's obligations and assumptions hereunder to the same
extent as if they were a party hereto.
4. Purchase Agreement Controls. Nothing in this Assignment shall be deemed to
expand or diminish the scope of the rights of any party to the Purchase Agreement that are
contained in the Purchase Agreement. If there is conflict or an apparent conflict between, the
provisions of this Assignment and the provisions of the Purchase Agreement, the provisions of
the Purchase Agreement shall control.
5. Countmarts, Facsimile Si atures. This Assignment may be executed in
counterparts, each of which shall be deemed to be an original, but which together shall constitute
one and the same i,nstr unent. Facsimile signatures on this Assignment shall be deemed to be
original signatures.
6. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
7. Further Assurances. Seiler and Purchaser agree that, from time to time, each of
them will execute and deliver such further instruments of conveyance and transfer and take such
other actions as may be reasonably necessary to carry out the purposes and intents of this
Assignment and the transactions contemplated hereby.
[Signature page follows]
GTP Site Name: Wappinger Falls
GTP Site No.: NY -5185
Dobson Site ID: NY -151 -AO -025
f ftnature page to Assignment and Assumption of Ground Lease)
IN WITNESS WHEREOF, .the parties hereto have executed and delivered this
Assignment to be effective as of the date first above written.
Seller:
American Cellular Corporation, a Delaware
corporation
By.
Name: Thomas'A. Coates
Title: Vice President
STATE OF '
COUNTY OF Okletkeej,,
I, the undersigned, a Notary Public in and for the County and State aforesaid, DO
HEREBY CERTIFY that Thomas A. Coates, Vice President of American Cellular Corporation, a
Delaware corporation, known to me to be the person who executed the within Assignment and
Assumption of Ground Lease on behalf of said corporation and acknowledged to me that he
executed the same for the purposes therein stated,
Given under my hand and notary seal, this - 02�' — day of 2005,
Oklahoma Commission No. 03002282
My Commission Expires Feb. 8, 2007
[NOTARY SEAL] Sandra Davis
GTP Site Name: Wappinger Falls
GTP Site No.: NY -5185
Dobson Site 7D: NY -151 -AO -025
Purchaser:
ACC TOWER SUB, LLC, a Delaware limited
liability company
By: GC
Name: Thomas A- Coates
Title: Vice President
STATE OF
COUNTY OF b
the undersigned, a Notary Public of-�1Ltcc.G�.owc.. County and State of
do hereby certify that Thomas A. Coates personally came before me and
acknowledged that he is Vice President of ACC TOWER SUB; LLC, a Delaware limited liability
company, and he is.authorized to, executed the foregoing instrument on behalf of said limited
liability company.
Witness my hand and official stamp or seal this.:�-# day of 2005.
Oklahoma Commission No. 03002282
My Commission Expires Feb. 8, 2007
[NOTARY SEAL]
San avis
4
GTP Site Name: Wappinger Falls
GTP Site No.: NY -5185
Dobson Site ID: NY -151 -AO -425
tXEEBrr A
Lease
i
Site Name: Wappinger Falls
Landlord Name: Town of Wappinger .
Original Tenant Name: Dobson Cellular Systems, Inc. as Manager on behalf of
Dutchess County Cellular Telephone Co.., Inc., d/b/a CeliularOne
Ground Lease Description: See attached Exhibit A 1.
fvy-
.y 1• F
EX14113fi.", �
�hibit -A-' tfactre ! to .ah
of 1=irs# Rafusal e d madd a
.Cellulae r7tered it7fQ _b Pa d of tiafrn N10
ystems, In Mans aft betvyedri 7`py�,rj of aPPinger asdUM
of Lease and Pjght
/� .Ce(lUldrO , as g . ehd-fin b '
ne as Henan ehar6f Qu}�,eS.s Coun 'andlord, and Dobson
f, and dated 1K.arch 2, 200.b:' •Callular To
• Phone +rq.
• ^` toga( b�scrip�n - _ - '
PRZh±lll`;
A Parcel .of real pro e
bed as iocated .oia � ItY. together ,wish the irn
Pit lminUs, looted �n �. 11r�c}diebush lanad mvements thereu
Poh, If depicted .bY the s et �n WapPln9or Cr�rj of c.O#14ainirig appr mat lY 1 p �aOpe Y
Lat 41, 35y 6 45 k ch or d g atfaohed h�eretp and ink s' ISWte of AIeW ° 'and
Long,'T3, 55, 1,3.0a �or�ted herein as
AC ESQ EA snd U77L
A,s defin . 1tY' A5>rMENT
.hOretQ and in cad in Sean S of this'Leaso,and as de i
4►rp°rated herein, J�:c'by.the skatch cry drawing
Snit! des P aftached
W .tions and dra
the Leased s}g , Wor .
le$ n premises and A $fcetch are intended
p Q ,Tenant=s 1. ess;ar�d tjoj es tern Iden -
dr�ori .tions ►t- 7=ase
P and •d ell description and curve' and iha partiesrp # orl ref
:Easement r wir�_g ndlor sketch hr's plat.shall be subs, p� lele lh4 upon
►nat�erJai[ an a0dendurn tQ this Lis °f •the Lea ed pcernises UL for :the temp��,
Y t'noart the- temporary .idankfi a In the .vent-'eca,t,, su and Amo., ,and. tlttli
Lands orad t' Provided hare'rn, 7 $rant rCaon of the Leased p rrri "Megdal dosctiptaon ctlffeis
Y Yeimina this tease without Ams :and Utillty
cher obliga5.on 'to
A! 3,2013
A
VVAT"PINGER
TOWER COLLOCATION AND LAND SU:0LWPiGk9MEN1T
THIS TOWER 001 -LOCATION AND LAND .i$UBLF
"Agreement"WW' '"Lease") -1$ made and Ontorod ir4d.ds of the
bbetween. mft Cou[ft Cellp.[Mr Tolophorw.C4�'nw.
WITNKSOEXIt,
WHEREAS, The. Town pip* n Tpal
property looaWd in the CW* of QLftfift City of VM2�n=',S3 of New York 'Ithe
WHEREAS, the Ow end the Lessor, are parties to coortain Uwd Lease
March.H Brat slated 247'tM2= oove* the Real Prop" as dewdl)eid in the
which J$ anaqW as Exhibit Ir hereto and made a part hered,
putstant to which LeWor'jeaeos ftom the Owners, the Real Property -,,and
WHEREAS, Lawr W conatROW aWations {ower{oweron the Real
.Property WW owras to W" la portion of sow pr"uz wwease a portion of the
underlying Real Propeft and Main dghis and obligations covered by the Prime tease,
to wwaae;
WHEREAS, Lessee desires to lease a portim of sold Voer, and sublease h
portion of the underlying Real Property, AW certain rights and obligabons covered by the
Prime Lease, imm Lessor, . I
,NOW, THEREFORE, Lessor and Lessee haveagroed and do hereby qqrse as
follows:
I - Premises: Lessor hereby R%ases to Lessee, and Lessee hereby lemurs
trorn I-emor certain spoop on a tower sUmUe (tomer wft qW, wires, the, 'Tower')
owned and operated by Lessor, and Lessor hereby subleaws to WgaoeeA Less."
hereby subleases ftm Lessor certain IwW (bolactively, the 'Premisqs*), W as more
paniculady desoribedV~ on f -*k A wtdoh is attached hereto and made a part
hereof. Subject to the rights granteO by Owner % Lessor underE!Xhibit 'V atlav%ed
hereto, Lessor Woo graft Lessee a non-exclusive access fDr Engross and egress,
parking, utilities, ooft.K1cWn,'M01nt0nance, opeMboll WKI YOMOVel Misting to Les$00S
use of the Prorrilsas on, over, tinder and upon the adjacent land of Lessor .arid AhO
Tower.
2.Qw. The Promism shall be used for the pulmo of Installing,
constructing, maintaining, repairing. operating, Inspecting, replacing, and removing a
telecommunications facility Asdescribod in this Agreement, inclocling tial not limited to:
ape Page 1 of 20
MmiwL Pou*"q)si-MA
(a) . . Up to qjx, (6)'arftohnia{a) and ALro_ (0) microwave dish antofina(s),
all to bvkx;al:ed within Lessee's s on tho'fowor,'is 4%,00d mare pwtiquktrIyon
Exhibit W attached, and Warred to herein as the -Tower Spaces":
(b) Ttgnsmki5ion lineog, Mopn#r!qa6d.groq,.nling harctwarp which li.
and equipment shall be installed on the Tower In aboordance with good and ac oeptod
ongineoAt'ptaclices, at locations *k4orobly ac oeptq,6j6 t9 -'WiOr, and which "I not
ipwifere with the use of, or accom to the Tower by L6swr and any Odw tenant leasing
space on the Tower, aubjeOt to the pobvisions of Soction 24 WOK,
(0). C6Mmunk-AOoi* bulldihg.,..Andii 0utdotsi' o''quip''ment ftcgwi5s
(dolkOvely 'CoMmunkallons; Bctflding`) plaoeat the bn*in on the Real pr6Wrty
approved by Lessor, and containing, without 1knitation and In Jsu"% reasonable
discrotion.10lowmmunim0oft aclifipment consisting of radio-telophone base station(s),
microwave oquipftient Akft-tOlophono -switch (es)' power suppli0s, battOry (les), and
accessories, all as more p4rtioularly.desoribod bn Exhititt W, which W attached hereto
and M400 a Part , hervd.
,(d)' In the ove6t Manamorgency power outage, and for the.duration
Of PLO ou%ge, Lessee, may InSW 14 tomporwy porlabilO gonerator to be loWW
adjacent to the CornmPolOatiorio SuWAg. The fuel tw* for the goneraw wji be ba-
oontalrited (Vasolhe or diesel) and shall be used In a=* dervo with all applicable
buftng codes, laws, regulations, and the to" of this Pfimo Lasse.
Fbr to 'purpoAo of this Agroment all .of Lessee's antennas, dishes,
lines. GOU1*01A SWIt0hes. 'POWPY allppr". baft*w,* Commnicotionsi'Mildino,
acq.&w'rio.s,,ar4 necessary appurtanxinces hereinafter shall• be referred to,00ll6ativety
as the mCorOmuniDOpn;s Facility' This aOove-des.rnbqd O=ftWpAqM Facility may
b.0 installed by Lem" or by aq of Le"W's ag" or opMractors, and in'the kaftilation
*wed, said agent(s) or contractor(s) may tie into the Tower's grounding system, if any.
Lessee has the light tib make alterations of the Communications 'Facility Jrqm time to
ti b. long as such alterations do not ad)MMAY affOd #10 .structural int".ifty of the
Tower Pr ftm uses being made of the Tower as of the dateof this Agreement ,
3. .,TV-ff—rr
(a) Primary Term. 'The PMnry Team of this Agreement shah
commence on January 1 2t9d. Oarimencornent Date" and shall temkole at 11,.59 p.m.
on December Si, 20Q§ wnkm sorter tafminated orextonded.4s provided herein.
(b) Extended Term Lessee is granted the option W extend the
Primary Term of this Lease for ftne (9) additionaipeAod of ' Exte
five (5) years (R nded
Term") provided Lessee its not than -in detatitt hereunder. Uxmeli option t6 wond will
be deemed .automatic sily exercised without any action by either party Vrje$;; Lessee
gives written notice of its decision not to exercise anyoption(i) to Lessor at least iW
(60) days before expiration of the then current tem.
CkwWw1ra
10 . -30-01 Pa2 of.20
Wage
� e Y
;~;itz rraa�,: wapp Fa
i U11Px: Pougbkecpsio MSA
4. Rent and FBes:
(a) Base lent. Low" ,agneas to pay Lessor, as to ;initial monthly
Base Rant, Q02 Thousail N�,M fthoNd and QM t1o" ilars_1j1.gW.0_ oi, per month,
payable to advenos on or before the first Fxisirressy al each and exaary calendar
.month,during the PrimaryTerm, ,to Lessor at its ;address doeigr in motion I
(b) Fierrt Adjustm"t. The amount of Base 'Rent payable hereunder
mli bei Adjusted annugdh6 oorom�an�cing on the first annWorsdry-of the Camntenrernerrt
Date, .and on each .anniversary thereof t oreafter. Such adjustments shall be an amount
equal to three 92WOnt (396) of the rfiorritrly 9"e Hent erriount fior thepre+nous year, and
such sum stroll be added to the previous year .Base Rork amouM for the new adjusted
monthly 8w Rent.arnount.
(c)Prorated Hent. Rent for any poriod during tho term hereof which
is less than one (1) month shall be prorated ,on the basis of a thi -o a (3i) day month.
(d) vital Mwoyery. On Commencement DaW. the Lessee also
agrees to pay 'm Lessor on designated .sites a one time norwrefundable oapital recovery
Fee in the amount, of, a maidmum of, Twenty Thousand DOUAM (S20,pQ0-W),. Tho
capital recovery fee # applicable .to this site. Should Lessee'.. approved tower analysis
requirestructural upgrades. which are approved in advance by Lessor, that portion of
such upgrade cost actualty incurred by Lessee will be deducted from the Fee, up to a
maximum of Twenty Thousand DOAM(; 2o,i .pp), Loewe shall be rssponsble for
providing Lessor with accurate and oaToete dowrnwriatiprr w .evidence .the Cost
Incurred for same.
5_ Ao�4 rd tJtiiities: Subject to the rights .granted by Owner to Lessor
under the Prime 'Lease-Pchibit W attached heratol Los'w hereby grants to Lessee, for
use by Leasee, its employees, agents, vq*actom amyl by utility companies, a non-
exclusive ,easement and non-exc3tti" licenses over, under, .upon and across the
adjotr�ng bods of Lessor, the Tower and rights-of-way or easements owned or leased
by �.t r, on a tweitity-four (214) hour daily basis, for (a) ingress and egreoo `found from
the Premises (the "Alm .Easements, and (b) the 'installation, operation and
maintenance .of necessary amities :for tho Premises (the "UtIAiy O.sem?arst". Such
Access Easement ..anti Ufility 5asement shell be over and Ile within :exis#ing roa ft
parking lots arKVor lroaOs to which Lessor has permitted aooess under the Prime Lease,
as described on Exhibit "A" attaM4 or which are permitted by Lessor in wiling
•heraaftur. Otherwise, Any others will be parmiited .only with 'prior written consent from
Lessor, and shall 'be subject to the terms and limits of the Prime Lease. Lessee .shall
have the right, but not the obligatlon, to Improve the Access Easement :bp gradirig,
.Graveling andlor paving same, -subject to the prior written consent of Lessor. If Lessee
.makos improvements to the Tower, with prior written consent of Lessor, Lespoe shall.bb
permitted to enjoy a or,eriit .fpr the .actual dost of sante. Lessee shall obtain .prior written
.approval trorn Lessor per to any .change In the particular location of any .Access
Easement or Utility Easement. Lessor reserves, both for itself M4 fpr the benefit of any
other 4�ollooation tenants on the Tower, non-exclusive tights of acoess .oyer Lessee's
Tower Space and Premises, for purposes of aocbssinq, mofntalning, .repairing .and
gnpLdw V4rFOM Approved Lease Page 3 of 20
10-90-0.1
r
sit* Nu*: Wappwgr v
MarkOt;'P,,OUd PjMieNASA
improving tN'T0m6r, as well as for any wiring or cable running through or on Lessee's
Tower Space, provided same shall not irttorlere with Lessee's use or occx;upatloh of its
Tower space;
Lessor covenants and agrees that no ,part of Lessee's ComrirurikWi+ons facilityy
Installed, constructed, ,erected or placed by.Lessoo on the Premise's will be nor b oorrio,
or be .considered .as being, of oil to or A pert of Lesao-r';s F`;e,W PropOrtY spa's, any and
afl provisions And principles of law to the contrary notlylthatandirng end it is tho sperm
intention of Lessor to covenant and agree hereby that elf �strcrh Lessee's
Communloadons Foarity (OxcWslve of imprp4monts -made by Lome to the Towner
itself, which will 'remain part of the Tower) will be ansa remain the property .of Lossee
despite -any termination of this Agroetrtent.
Leasee shag remove all Lessees' Communications Faosity at Is sole e
within Abet C (00) days after the expirations or earlier termination of this .Agreement, and
Lessee -shall repair any dame to the Premises, Tower .and Real Properly caused by
such removAl. Any equipment. Personal property, improvsrrivU, .alterations or fixtures
Installed on Phe Promise; by Lessee that Minain upon the Promises more than ninety
(90) days after the termination of this Lease and notice to Lessee ,shall become the
property of .Lessor.
a. UUWM Lasses shall be solely responsible for and promptly pay all
.dMirgas for gas, electriaty, loephone sarvico; or any other utility used or consumed by
Lessee on the Promises. tf necessary, .Lessee .shall 'havo an el al current motor
installed .at the Premises for Lesa+ee`s electrical 'usage, and Lessee shall pay Per the oset
-of such momr, and for the installation, maintenance. and -repair of same.
7. LUSIng Should Lessee hold possession of the Premises, 'T,ower, or
any ;portion thereof, after the Orta . (90) day .removail period as provided to Seotion 5
above, Lessee will become a Lessee .on a month-to-month basis upon all the terms,
covenants, and cmdltIons Af this Agmentont accept those pertaining to Agresement torrn
and, during any such month-W-MOMb teMncy, Lessee SW pay monthly rent in the
amount which .Is equal to one twndred end fifty_aercent 11M2$1 of the amount of the
monthly Bass Rent which was in effect as of the limp pf tear moon or expiration :of the
midst rodent Lose Tern. Lessee will continue occupancy from month- month until
terminated by Lessor or Lessee by the giying of thin (30) days advance. W*ft notion to
the oilier.
a. Nodes: Alf notes or Asmands are deemed to have Crean given or made
when delivered in psersoh or delivereO by certifled, .registered, or express mail, rftm
receipt requested, postage prepaid, United States mil, and addressed to the applicable
party as follows:
Lessor:
Qutchess County Cellular Telephone Company, -Ino,
3910 South Avenue
Youngstoym Ohio 44,512
Attention: Leasing Departruent
-GiVU r WaplWAMWed j_ale pate -4 OM
10-30-01
Sjtexam wAMft0'VfflF
Mwipa- Pau Air- WA
Pbo)le; (330) 509-5339
fax: (3W) 565 -OU
Wkh a copy to:
Dobson Cornmuwwaiions Corporation
14291 Wireless Way,
Oklahoma City. OK 70134
Attention, Ronald L. Ripley
Smior General Counsel
Masan ,Swftdftxrd (405) 529 -SSW
Leapas will snake'rent payment to;
Dutchess County Cellular Telephone CoMpaby, Im,
Accounts FkK*IVat)le
14201 WMMSS Way.
Oldahorm City, OK 73134
Wn Switchboard (405) 52,9-s50D
rar./d number can be Und on sigrwhaV page]
Southwester Bell MobUe Systwfis, LLC, dna Lingular WjreW"
6100 Atlantic Blvd,
Norcrjo�, GA:3M71
Attention: Aeal Estate Lee," Administration
Phone. i&M-41�6W
F=ax: 770-248-9837
With copy to;
$Duthweskem ftfi Mobile System, LLC, dt/a Clngular Wireless
17330 Preston Road, Suite 1()04
Dallas. TX 75252
AttontiW: Lel Department
Southwestern Boll Mabhe $ystems, LLC, dUa Cingular Wireless
IwIl W5096 Street
Syracuse, NY .1$057
Attention: Reall'Estate and Constucton Manager
A party .may change Its address to which any notice or demand may be given by
written notice thereof to the other party.
0. Liability Md- I rh%MnIh"Lessor agrees to defend, indemnify and hold
Lessee and haffillates or -subsidiary companies, their oftem, agontsand employees
harmless from And against any and all oasis, 4amapep,, expens", Woes, claims,
.aeflons, alifts causes of action, judgments and ch"es W every -kind and nature
QngWar Vel okm AppmvW Lome Page 5 of 2D
site Name: W%*qer FP
Z&ftL'PMghWTsia WA
whatsoovor, iholudirio Noindnablia att6mey% tow and liablifflet; arising from (1) , Lo"ojft
use or oDcupanrpy of the Pmrnises, or from (Ii) Lvosqr's'
m
,POrfQvknqa or failure to pe0orm
uncrer thisLease, Or frOm (1h) arty negligaf�oe or interOxial miswaOutg ty'Le , iis, o
r,'ft
contractors, subcontractOrs, iagontt servants, sm. ployees, or any or oil of them. Lessee
,agrees to delOnd, inclOMnly end hold 1.640r And- its affiliates or su'laWiary companies,
their Acem, agents and eknplc"s !*rmleso from any and all Oats, damages,
expenses, losses, claims, actions, sults, calyses of acKon, judgments, and charges d
every ION and natUrG',whaU*wW,'Ir4udjAq reasonable a*wneys less, which may in
any m4nnot arise out of or relate to 01 Lesoeqs use pf the E�uipmej joir Premises, of (ii)
the WOMVm* or noh-porl'onm'nPe.of tNe0kby. LeM, La$$4%'- coniIractors,
subOOM.Motom,,enpoyo", agents. or Asslghs. Incid1no OlRMIOri, thosO that
may ark* * of the use or furnishing of materials, o,r'(ii'i) e negfig6noe or intentional
m LI-*cbnduO by Lessee, Y* contraptors, subcontrWors, ag$nt$, aervants, ernployeas, or
any .or all of them. "AffirlaW shall mean any person or an* ft1 O)rec*, or Indiroolly,
, .
through one or mora intermixiiaries, corftrols, is controlled by, or 10 under umtron
Control With, another person or 9". "Cori 01" for this dofinition shall be defined as
holding af least a majority or voting power or qwm*V writ).
The pmylslons of this Section shall survive thoum. inafioih of this Agreement
90. :Nrmlaft
(a) Lessee has the right to terminate thlo Agreement at , ny time upon
arfy of the Mowing events:
Upon pWcOng LOM.r.six (6) nionths written nollm at any
Arne after the Primary Tenn expires; or,
(11) it the approval of any agency, board, opurt, or piper
governmonted outhority. including, WdxU limitation, )ocoi zoning approval and the
aPProvW of the Federal Aviation Administration necessary for the corisiructiononclior
operation of the Communications Facility cannot be obtained or,mialmined after Lessee
ulftee all commercially reasonable effoft, or is revoked, or if Less" detwiplmsihe
cost 91 obtaltungsuoh "approval is prohbOm, or, 4
(1-11) If, Prior 10 Lessee's .0prnnXWK*rnent of work to Install its
Communications Facility on the Premises and Tower, Lessee determines that the
PrernWos Is rat appropriate $or Ippating the COmmunloations Facility for triatedw
technological rewwris, iriclucling,,but not limited to, WgnW 1ntbrNo.n.c*- or,
fav) If, upon inbpecdpn d the Promises, Lwee !dentines .wily
environmental oontaryfiription or oftr geowbrilcal condition unacceptable in Lessees
solo discretion. Hymever, ohoo Lessee Ppmmonwa operation of its C-ornmunications
Fah'on the Tower WO Premises, this basis for termination shall be Owned waived;
Of
ChoularWrelow Approved tgaw Page 6 of 20
10-3"1
Sicc Marne: �V�aragerF .
MArkot Paughwepsic.M5A
(v) If, dudr►g patty term of this Agreement, Lessee Oiscovere.an
environmentally hazardous condition on the P.rernlses, unless caused try Lessae, Its
employes, agents, contraotm or assigns; or
(vi) lf. ,during any term of this Agroanwit, Lessse is prevented
by causes beyond its ooritrol, from utilizing the Prem4aes to nperate its C.M unloatibrw
Facility for the use inlended herein (other than a temporary disnrptlon of such use).
(b) Lessee VAII give Lessor thirty (30) days written notice of
terminatlorr sof .this .Agreement under the terms of so tiorr 1 qauii) wnd (iii). Lessee ttl
terminate 'imrnadiately upon written; notice under the terms of this ;See ion 1 iXa) (iv) and
(v). Upon any $uch permitted termination, neither party wifl a" eny fvrtber obllgatxan
under this Agreement except as otherwise prbvidecf in :Section 11 and .ew:W, 10 the
inderrttmMW and hold harmless provisions in this Ag.Merrterct, the prcovislorts of Sociion
20, Section 21, the prompt reimbursement of pro -rata prepaid rent,"Lessee's
responsibility of removing all of the lDommunloations Facility baa the Pmmises and
restoring the. Premises to .its-corrdlitlon as of the Commencentant Da#e od this AgresmeM
as noar as practicable (save and except utilities and fences installed,.aocess areas
improved., removal of VGgOt4W for construeflon purposes, conorste pads installed,
items constrrroted of chaMOd by any persons) or Qntity(ies) cher than Lessee, normal
wear.and tear, and matters beyond Lessse'iscontrol).
11. fes.
(a) Notwithstanding anything In tris Agrownent to the contrary,
Lessee .shall -not be in .defapit under this A4jws nent uraiJ ton (10) business days O ter
Lcrsseo's receipt of Witter; n0k* frOm Lessor of defactft.duer to failure #'o pray arty sum
due hereunder when due, or thirty (30) dwo after receipt of written nptice from Lessor
specifying Lessee's failure to comply with any matredtial provision of this Agreement,
which fafture Is rat cured within said thirty (30) days, PROVIDED that if reosviwWo
efforts to ours such norKnonetary default have been oornmenced within ,said th* (30)
day period, abut the reasonable time to oure such defalult wial take lamer than .thirty (30)
days, and if Lessee dil% entry continues with such curative measures ai all ftes.unUl the
cure is completed, Lessee shall be permuted a reasoonMe time thereafter mplete
such clufative measures.
(b) In the event of LesseWs default in the paymard of sums payable
hereunder, .or Lesseo's failure to comply with airy .other weteried provision of this
Agreement, which default or failure is not cured within the time ponoft ,spoo fled above,
Lessor. may, -at its option, terminate this Agreement effeaWe as of the date of .the event
of default.
(c) in the event of Lessor's breach pr failure to corrrply with any
material pn $Jon of this Agreement, which broach or fellure,it not dured within thirty
(30) daysafter rebeipt of written notice thereof from Lessas (provided, however, where
any such clefauft r anhot reasonably be cured within thirty (30) days, Lessor shall not -be
deemed to be in detau{t under this Agra- mont ff Lessor.cornmerues to ,cure such default
+fin :said thirty (30) .days and thereafter diligently, pursues such ;cure to coinplefion),
Cingular YVWM ApPMO IAM i'ago 7.of 20
10-3"1
Site N4=, Womftor F P,
Ywkct PWO&-psir-MSA
Lessee may, at its option, terminate this Aqr6ernoM effective as of the date of 'the event
Of :default.
(d In tho eYeM of iolther party's default under this Agreement, the
defaulting party -shall be liable to the non-defoulting pasty for any *W an costs
reasonably incurred by the rm-defaulting party as a result th�, indiang but not
limited to. all costs o:d removal of tho.dWoulting party frW the Towot and Prer9fisos,
storage -and restoration costs, all attorneyr, fees lncQrred by the POO-d0suilting party
(Whether ;any .ftal action is filed or not},and op* pf any le" prw'Wdngs brought
incident to such cWAA inducing but not limited to all court oo$K Wggtlon mponoy*,
and any attorneys fees related tD such kxjW pmcOWNs. The non-dOivIling Oarty shall
be gntilled to exerdsp any and All remedies available tD ouoh party '6 the State whore
the Promises are lk)oated; including but not limited to ylgto to 111prictlo relief. The rights
granted hereby shall not alter Le;;.w's obligation -to remoOe its CorrOOO'ca$x* Facility,
and complole Any restoration tp thv'Towjor tinct Premwo required borgin.
(e) No comrse.of Ooaliqg between the parties, or any delay on the part
of .a porly to exercise any right it may have under this Agreement, shO operate as a
waiver of any of the jri0ft hohuxWor or by low or equity provided. nor shall any wdyer of
any prior default operate as the waiver of :any �bbequm* default, and no express
waiver shall affect any term or condition other than the one specified in such waiver, for
the time and manner specifically Mated.
(f) Lessor shall use Its host marts not to breach its duo" and
oblipatlons under the terms of to. Nmo Lease. Should Lessor breach aw term in'Me
-Prime Lease: Lessor *W use all commercially rew- nable efforts to doRgently cure such
breach.
112. Taxes: Unless separately bNed to Loss" by a taxing .authority, .Lessee
shall pay annually lo Lessor an amount equal to any increase in real estate taxes that
may be oUrbutablo to any improvement W the Pmmlsos made by Lo"es, or any t1%X
imposed on Lessor as a result of, or wising,out of this Lease (other than Incprne taxes).
Lessee shall pay to Lessor the aforementioned taxes mMin Aft (OO) *M -of -Temipt Of
sutliciont documentation demonstrating the Increase In tho Asm=W valoe of the
Premises due to Lessee's lmpKw.wnents and cakuMng LesseWs said4vof the
resulting ins mmm in said wcas and Poymont thereof 6y Leaw. Less"R shak pay
annually Ywhen due all .real ,estate taxes and assessments OrlbutsMe to the Promises,
the land beneath and surrounding the Tower, Awass Easement My basement, and
the W lot(s) of which they are a part. Upon -wrWan request by Lessee, Lessor shall
furnish evidence of payment ofsaid ,assGssments and taxes.
13. InguMM
(0.) Lessee, at Its expense, -shall mairilain in fOrx* during the term of
this Agrament & Commeralsill General Liability policy at bodily injury wid property
damage insurance, w.0 P.Ontractual 1.1awlty, endorsements, 'in 'form re4sonOly
acceptable to Lessor, with a1mit of not le than $1,.OWOW.00, losul.rig against all
liability arising out of the Lessee's use, oqcupm", or maintenance of the Premises, grid
further Insuring against any bodily injury caused to Any of Lessee's agonts, eTripipyeeti,
OWlef Wreim Approved Leese PAP 0 or 20
i0 -3"j
t Pa>
., � � Name: Wappmgtt
Mwket:'Poughb=psk: MSA
contractors, subcontractors, invitees of licensees, occurring dMr4 tho term of this
,Agreement in or about the Premises or the Real Property. Losses -shall cause Lessor
and Owners to be endorsed on said policy as additional inauw as their interests .fey
appear. 4
(b) Lessee shall also carry at all titres such worker& companse*n
insurance as may be required under the )am 0 the state where the Pramises are
locatscl, and ahall provide Lessor written wh*vwo of "seta coverage within ten (to)
business days after receipt of any written request by .Lessor therefor. Any and all
injuries or aimed injuries to Lessee'& employees o6ounin9 on the Premises or the Real
Property within the stype of employees` duties shallbe be .rad'ar0W es a workers
oompensatiorr .matter unless caused'by Lwssors negligisnce or willful ,rriisooncw, Tp be
•adjr#sted through the workeet. 0MVonsation system, nrld in the event 'any such
rrployee .shall cialm that his or her injuryis of a nature alkwing pursuit of a olaim In
addition to or in lieu of a worker's compensation claim, .such rnattor shhali be the soba
responsibility Af, and shalt be bandied by, the Lessee to* as; .an employerfemplbybe
matter, without the involvement of Lessor, and Lessee WvW indemnify, defend and hold
Lessor harmless from any and all.such.claiins.
(c) Purthor, . byre allowing Lessee's agents, contractors,
sub0Mfta :tors, or the .etnployee.s of any of them, to er*or upm the Real Property,
Lessee shall require any such ,person ,or witity to have, arld provide wither► evidence to
Lessee, (and upon roquest of Lessor. to Lessor) that such person or entity has life
amounts and types of insurance coverage to those required sof Lessee herein, with
Lessor to'be named as an additional Insured hereunder.
(d) Lessor may, at its expense, maintain in force during the temt of
this A.9reemord and ;any extensions thereof, tw*rd insurance in an amount suffiderg to
cover the full replacement value of Lessors intermit in the Tower in the event of fire, or
other casualty. Lessee shah be responsible for its own twdrd insurance, At its own
expense, for amounts neaded to cover the ,rt placement value of Lessee's property on
the Promises, including but riot limited to Lesslae's Gnmmutucationis Facility.
(a) Fch insurance porrcy required under this $ection MON J�e issued
by an inaurance entity authorized to do business in the state where A
theJe ises are
located. acid shall be with an insurer which has a policyholders rating or "' .end e
financial rating of Vii", or better, as listed in tho most current 'fte§ insurance Raporis".
Each insun►nce .poky required under this Section shall centaln language and be
endorsed to the affect that it may not be canoelod or rnatertally arnowed expapt on thirty
( 0) day's prior written notice Ecom the insurance company tp Lessor. Eaob insurance
,polity required under this Section shall specifically include coverage of Lessee's
contraotual indoMnif1bat*1pn obligations to Lessor urrater this Agreement. Written praot'of
Insurance shalt be .given to Lessor by Lessee prior to oarnmerMnlent of ;the Lease ,and
updated annually throughout the term of this Lease and all extensions thereto.
14. TQRW, lessee will hereby 'be given the right tb ,survey, soil Vast, radio
coverage test, and to conduct any other inyes#gations needed to deternilns if the
surface ,and location of tho Prerrnses are spitabie for LeS,see".s use a$ intended lir this
OMtd-ar irsiess Approved Low Pap 9,of til
10 -30 -pt
Site Name; Wapping" P.
l Uket: PougialreTsie MSA.
0
Agreement. This will be granted tollowing thesigning of ail parties of this Agreement
And the' Lessee.prbducing mhderlce of the aforementioned frrasurarics for the site.
15. Fixtures .and Irr�rovenients: Lessor covenants .and .agrees :that, ext;ep#
for Oprovsinents Made to the Tower itself, all personal property and improvements of
every kind and mature installed, constructed, erected, or planed by Lessee on the
Premises, or other real property ,owned. by Lessor, shall be and .remafin tho property of
Lessee despite .any default or termination of this Agreement and may bo removed by
Lessee anytirne in i esse0s discretion; pRA"ded that Lessee at its .expense V11101) MIX"
the Premises purstAnt to $a0*00 t 0(b).
• 16, Porinvift: Loosor acknowledges that fglkwAng the sitocWon of ,this
Agreement, Lessee will be rx ntw4ing IV .appropriate lbc al Ommrrtental ..oWnoies for
the purpose of QbtWning ail building permits and approvals, .ming r -es ;and/or
approvals, variances, use permits, and other governm ontal pom is and approvals,
including Federal Aviation .Administration arpproval, .if .req.uired, (collectively, 'Permits")
necessary for tho Installation, bonstru tion, operation, arid' maintenance of the
t ommmications 170)[ty, t_essar agrees to fully cooperate with Lessee In .obtaining the
Permits and to execute .any appr=bons, maps, ,vertiFmtss, or other bomments that
may be required ,in connection with the Permits. As a oondltion of this Agreement,
Lassoo agrees at .all times to comply 'With all k aai, !fie and federal erodes, taws,
regulations and OnAnanoes of Any land, and obtain all necessary consents, permits ,and
approvals whk3h may bra required to allonr Lessee to lawfully consftM maintain or
operato As Commrjnioations i &Oity on thoTower and Prernism
17, C rrserrrserat: ,rapt as rWWO' spSeAcally slated herein, whenever under
this AgreOment the consent or appn*W of slthrer party is rpgWred or a determination
must be made by anter ,Party, m. ,such Portsord or approval shall be unreasonably
withhold, conditioned, or delayed, and all suck determination's .shall be ranade on a
reasonable basis and in a reasonal* manner.
1$. til and As ' nment: Notwithstanding mon 17 00ve, Lessee
may not assign or sublet all or grit' part of Its rotated -in this Agreement or in the
Premises withiout the prior written caorisent of Lessor, which may be granted or; withheld
at the sole option and discretion sof Lessor. However, Lessee nray, withoutpnior written
approval irom t essor, assign, aublet, or transfer all sof its interest in this Agri to a
third party under any of tare following llrrifted, .but `Perrnitbad Transfers:
(a) any transfer, assignment or sublease of this Lease as to any part
or all of the Premises to An affiliate of Lessee or L ossee's parent or
(b) any transfer, assignment or sublease of this .Lease to a transferee
or assignee .of Lessee's FOC wireless license for rho market in whlch the land covered
by this Agreoment is located; or
(c) any transfer, assignment or sublease of this Leaso to a transferee
or assignee, which has or acquires 'a controlling ownership interest in Lessee or
otherwise sWV%ds to Lessees business.
angular Wfraless APPOM UUM Pogo 10 of 20
10-30tl
-1
0
Sita,14406: Wapph1w FP
Ma-ket, PbugbXeq*jcMA
0
For 6y such Permitted Transfer to be valid and effeefive under I* subsection,
Lessee must prqvide ,Lessor with ffie, written adoption, raftation and tisournptlm of NO
Lease from the transferee, assignee, or successor of Lame, NotwOwtar4ing
such transfer, :assignment or sublease under a Permitted Transfer, Lessee shall
nonetheless remain obligated fpr .all fuUmial o0gationa Of 1-64we Undo. #its 1LM.W for
the remainder ,of its Term, and any wonsion of renewal thowl, uniew; Lessor and
Lessee agree othetwim,
19. Enftam"[
(a) Lessor represente, wwT4rft and agrees that'nNaw Lessor or, to
the best of Lessoes lowwledge, any third party has vsed.,gonerated,stored, or disposed
of any Hazardous Vlaloria)3 (hereinqfWr "Md) In, on of undo -r the Real Property and
Lessor will not and!M1 not ,permit any third patty to use, generate, :store or dispose of
any HaUrdous Materials in, on, or under the .Real Property in violation of any law or
roplatipn and Lessor will indemnify.and hold Lessee harmless for any viola0pn by
Lessor of the above. Lessee shall not bring arty Hazen" Sobstanoes onto the
Promises except for those cortialned in its back-up power befferies (lead -acid batteAn)
ancf common materials used In tqknornmunicaflons operations, for.exkInple: clewing
solvents, Lessee *11 treat all Hamdous SuboWx*s bro0ght onto the PrOmL"S by 0 in
awordanpe wth all Wool, state, and .local laws and reg**m, and Lessee will
inclemriffy and bold Lessor barmleas for any violation by.La$W of the move.
(b) Lesw Y49 IrKlarrinify, protect; defend, and VxW harmle*sLess"
from and against..all Olairris, suits, OqWmp =woos of awn, ass rrxerltss losses,
panalOas, costs. damages and m"nses, 16cludino, without limitaton, aftornepS fees,
,sustained or incurred by Lesseepursuant.to a breach of the fOY096M reprosentEffiPri(s)
and warranty(iss), and coverlant(s),by Lossa, or any fedwW,. miti or local laws,
implementing regulations, common WW -or otherwise deagrio with matters -relating to the
release or presence of HOxdous -Substances W caused or introdumd by Lessee in.
upon or beneath LessWo Real Property space.
(c) Lessee will fixiernnify, proW, defend and hold wnim Lossor.
from and against all oWrns, suft, actions, causes of action, asoessmnO, losses,
periallfies, posts, Oaaw9es and $"nsw, incioding, w.r(hoj4 jilmila Win, aftWeW Joes,
sustained or Incurred by Lessor pursuant to a breach of t* tom9o" c6veriants by
Lessee, or aM federal, wwa or local ]am, implementing replations,'common law or
otherwiss dealing vAth matters relating to the release or preserm of Hamrdous
-Substances .wused or introduced by Lessee in, 'upon or beneath Lessor's'" P ro
p"
$Paco, As used herein, the term wHazar4ous tubstancW shall meon any hazardous -or
toxic materials, -substances
or wastes, any pollutants, 40bofts, polychlorinated
biphenyls (PO13s), pWdw.m or otherfuels (including crude oil dr any frac tlo.0 'or
derivative thereof) purviant to any federal, state or local, low, 08490, repletion dr rule,
now or in the future.,
(d) The provisions of this taction shall survive the tenTmination of this
Agrornent.
Citigular Wkola% Approved Loam Pap I I Pf 20
10-30,Q1
S4e,Nlm: Wsp*ga Falb
Maamt POUZ&=Psic MBA
20, Llfl!jr. Les;sor represents and warrants to Lessee that LesoDr has good
and ma*6table title to the Tow, And that Lasi(x has a good and valid leasehold
tin the Premises, the ground beneath #*'Tower, Ao;= Easement .and ,Uflilty
Easement It Lessor is a OorporAtion, partnership or other legal .entity, theindividualwho
executes this Agreementon. behalt of LOsWr represents arxi waWta to Lessee that he
or she is duly 4uthorized to do so. It required by the Pdrne Lease, Lasscir VAll provide to
Lessee Prime Lessoes consahtto this Agreefmnt on or bebte the CoMthencement
Pat$ and Lessee's obligation to pay rent.
However, if, but only if, Lessor Is recured to obtain prior -Written .rsent Elam the
Owners to sublease spans on the Real Property or, Tpwer, Lespot 6hall,aa6ik bD obtain, at
Its sole Lpisl and expense, Owners' bonsert to this Agreoment in spbAwltwly the tom
,set. forth in ExhM 'C' altachad hereto ("Consent 'to Sublease'). Lessee 'agrees to
cpoporate with Lessor, at no cost to Lessee, in Lessor's efforts to obtain the Consent tP
Sublease. This Agreement rmy be temiInated by either party on ift 30 .days prior
written notice :to ;the other party if the Pr[me tmise requires such consent, W Owners
have not wwcvtvd the Consent to sublease within AktX (AO) clays after the
Cqmnsncoment Rate. In the event of such Ak .termination,Lessee shall not be
responsible fpr arty additional costs and expenses kwurrbd afte , r ination, but shall
continue to be rssponoible far payer or rmim1*jrsIn9 (as appropriate) all costs and
expenses incurred by Lessor, -1 any,, prior to termination.
21. CODOMMatign of Promises. In to event that any govammeM mjbW
body, or other condamning authority *W1'1AIp, or I L,essar shailttAWer in lieu of
taking, all or such pad of the Promises, the ground bene afh the Tower, Acoom
Eamnent .or Wilily easement thereby maldfig It phygicagy or financially unfeasible for
the I'Mmises to be teed in the manner intended by this Agreerneint Lesapr .and Lessee
shall each have the tight to terminale Wis Agreernent effecOve as of the 4EM of the
taking by the condemning party and the rental "I be prorated appropriately. However,
N only a portion of the Premises, the ground beneath the Tower, .Access Easement pr
Utility Easement is taken, and neither Lessor nor Lessee eloots to terminate. this
Agreement under thib provision, ton the Agreement shall continue, but rardW payments
provided under this Ageeemont shall abate proportionally as to the padm taken which is
not #ian usable by Lessee, and at 'Lassoes optima, Lmmr shall .malts all Oeoessary
repairs and alterations to restore the portion of the Premises, Amm "ement and
Utility Easement rernaining to as near their former condition as c9rcumst%npM will permit
(at.a cost hot to exceed Lessor!s proceeds from said condemnation or transfer).
22 Quiet 5nioment Lessor covenants that Lemee, u pm paying -the rent
and observing the other povenants. -and conditions heroh upon Re part to be oboerved
"I peaceably . and quietly hold and enjoy the right to use the Promises, Aocess
Saserhent, And Utility Easement on Ahe terms and conditions -and for the puposes stated
herein dudrmj the term of this AgreprneM as .it may be extended, without hindrance,
ejection or molestation by Lessor or any persons) or'ontitAles) claiming under the
2& other Condemns and Provisions:
CoVular ftekm Approved 1,mm PAW 12 Or2o
WO -01
Sitc.Namc W.ap uX=Falb
-Markict Poughkapsic MSA
(a) At Lessors expense, Lessor shall maintain in good oordition .clad
repair the Tower, Lessor's Real Property.space beneath and surroundirig the Tower, the
Aac9ss Easement and theta .L11111ty .5asernant, 'but ,shall have p suph responsibility as to
Lessee's Communications Facility. Lessor has .the responsibility of ,obset vlhg Tower
registration, marking and lighting requirenwnts, if any, and keeping apikable moords
CndudN records of rmoftatloo to Federal Aviation Adrninis W!on of &M failure or
repairs of the Tower and sny corra+ctions of it). If the Premises, Aon Easement or
t Ripty Easement is damaged for any reason Pther than Leal ae'.s willful sets or
xlegti�enoe, or the WiEful " acts or negligence of Wssw a vrr yses. agents or
cpntroaors, so as in render all or any part of the Premises, Teas Eornent -or UtNi
Easement substantially unusable for LesseWWs intended ,use, rant shall abate while
Lessor, at Lessor's option and expense, promptly restores the Pees, Tower, Actress
Easement and Utility Easement to its condition prior to .such damage, In the event
Lessor'fags to repair the Priamises, Access .E4semerd or Utility EasemeM :as the case
may be, or fails to comply wah:rbwsr tights regkOrerrvents, if any, w ibin thirty {30) days of
said damage or failure to maintain, Lessee shall ;have the rot to terminate this
Agreement without further obligations from Lessee to Lessor.
(b) Lewsor shall comply with all local, State, and f=ederal .laws, rules,
and regulations requirod by it to be per(vrtned as Lessor hereUndor and owner of the
Tourer.
(c) Lowe shag keep and maintain its Cpmrnunicabons Facility iia
good repair and cendltipn and in accordance wfh all local, State, and Federal laws, .rules
.and regulations. Lessee shall acquire no interest in the land or in the Tower by virtue of
tlYwAgre.ornant, other than as set forth in this'Agreernerrt.
fid) Notwithstanding any :other .provision in tt is Agreement, the rights
of ,Lessee expressly granted under this,4gr"Ment .shall not exoeed any rights granted :to
Lessor urdder the Prime Lease,
(e) Upon reasonable request of Lessor, and within ten (10) business
days after reoeipt of request for same from Lessor, ,Lassseb .shall exeo Ae a written
estoppels affidavit, confirming the existence and vaklity of Oft Agreement, thastatus of
all payments made hemmer, and o statement as ,to whether or not the Agreement is
then in default
(f) Lessee shall not record this Agreement, or any .memorandum of
same, without the prior written consent of Lessor, which may be -granted or dreamed at
Lessor's sole option, At Lessor's request, Lessee shall execute a sumrrrery
Memprar+cfum of .Lease,, oonfindng .the existent* of this Leasb, theparties, any tema,
includrmg con iencemant and eicpiraticn dates, the Real Property and Premises At
Lessor's sale option, such Memorandum may be recorded in the office of the local
official responsible for maintaining local public deed and land record.
24. Interference
(a) Lessee shall operate Lessee's Communications Fadllty, including
all of Lessee's antennas, in a manner that'will hot Muse lnterference to Lessor or any
Cingmdar WirOms ApprbM tease PW 13 of ZO
W -3"l
04
Site Nunn: Wappin84r`F61
MarireP Pou0koepsic VISA
other lessees or Iiaensao,s of tasscars Real Isroperty spagts, or the Tower, .or #theAccess
Easement or the utility Easemerit, pkwided that their installations and usage predate
those of Lessees CArE monications f=acility and are in oomph with all FCC
requirements VPree-existing Cornmunirgtcans"). All operatforts by Lessee shall be in
compliance with all FPG requirements,. .Pre-existing Cornmonit*tioris Shall also be
doomed to Wude LssWs Communications f=acilities, which are bonsinictO or
installed boncurrently with LoSo 9's Antenna Facilities
(b) Lessor and :Lessee ,spree to cooporate arrd use rsasoAEMe best
afforts to minimize any intpderefice gr &srup#an of either pawn o6mrnunicatidres
operations caused by the other party's operations. NowAthstandihcg thb forsgoing,
Lessee shall use best .efforts to rause the ift"eft% terrnlr Votr of any Interfarenpe or
disn.aption to Pre-ExGstiog .Comrnunioations, provided, however, if 'Lesso's
=nmunications open #ons jotorforo WM or disrupt Pre-egisting CpffMMICA#ons, MW
such interference or disruption is nut completely curd within -foray-elght (48) hours after
Leosee first Moolves Written notice of such interferences, them Loss" shall 'irnrr�iately
cease AM gird all operatipns on the Promises (except for interrrrittent testing) Ontil sum
tine as the interferonco'Is corrected to Lessor's reasonable m0sfadion, Such W,r[tten
-no&* OW pAwide sufficient ir4brrna'tion tb Lessee in order fix Lessee .to .cause the
cessation of any such Interference, If Lessee cannot correct such Interference to
Lessor's ,reesonabae atlsfacction within thirty (30) days following Losses'.s r0000t of
wrXen notice of such interference, then either party may ftreafter terminate this
Agrent.by giving the other party written notice of such termination which termination
.shall be ,effootiva upon reosipt of such noose.
(c) NotwithstanOng the fact that Lwws Pro -Existing
¢ommbn1ca1l0as are pataMunt to .and have priority Over ,arty other aomrrrunicaWns
fadlities located or to be,ioaated on the Tower or the Rest. Property, neither Lessor nor
Lessee shall mete, or allow to be tirade by a tenant -or 1"icertsoe, or cause to be made,
or suffer any Subsequent installation and existence of ,any other improvement or
modification (including. Without limitation, ,transmission or recon devices), other than
in replacemeot oor repair .of existing facilities with substanbaMy similar iamTitfes, ,upon the
Tower or any other 'portion of the parties' respective premises ii xx:h improvement or
mot#ilkation oauaes interference with transmission or rec iOn 'by the other paws pre-
existing oommunfcations facility,
(d) .lf Lessor subsequently leases or licenses any pad of ifs prerniisea,
as described in the Prime Lease, for.arry reason, Lessor agroes to include a .pMVMIOn
substantially similar to Seotlgn 24(a) above in ali such losses or licenses.
25. Entire Agreement and Binding Eftect: This Agreement, and arty attached
exhibits, constitute the tenure p„graonwnt between Lessor` and Lessee, no prior written
PrOrrtises, or prier, contOmOoM, epris, Or subsequent -Oral promises or tepresehtations,
.shall be binding. This Agreernent.shhall not bo Amended or changed exoept by written
instrument signed by the parties hereto_ Section captions herein are for potmenience of
reference ,only,and neither ffrnfts nor amplifies the provisions of this Agraeiment. The
invalidity of any portion of this Agreement shall not have any effect on the bakuve
thereol.'The provisions of this Agreement shall be binding upon and inure to the benefit
of the heirs, executors, :administrators, suooessors, and assigns of Lessor and Lessee.
Cinguisr MOWS Approved lease 'Page 14 of 20
10,3p .l
M1 I
Site Name: Wap ogm Fsite
Market Pbu0bzpaiie MSA.
26. Am"in the laws of the State in which the tower is located 'shall
.govern This Agreemont.
.271 Prime Leasa;
(a) Notwithstanding any other terms in this Agroemant, to the extent
that the Corms and conditions of the Prime Lease", a copy of which isattached'horeto
as Fxhibk V, are applicable to the Premises, and are not i oonsistent,with the terms.of
this Agrobmsnt (which terts.and condition§ ,s1411,incltxtfe, without limitation, the default
and remedy pr66elons of the Prime 'Lease), and except .as otherwise proAded in this
Agreement, such terms and conditions of the Prime Lease are inoorpiarated intp .and
made a part of tris .Agreomemt as if Lessor were the Lessor there under, Lome were
the Lessee there under, and the Premibes were Lesopt's right W use Vw, entire used
premises there Mrad+er, To the exteni the terrkts the PriorXie.ogsearil this .Agreerrtent
conflict with each other (as tdistinguished from being. different l0causp this is a
Collocation sublease), this Agreement is sublecl to such teras of the Pdrne,L.ease. As
between the Prime base and this Agreement, the more .restrit*vo term or pFWSion
demi with rigtrts or prMleges',under either agmemont stwu apply to Lessee.
(b) As between Lessor and Lessee only, lessee assarmes and
agrees to perform tessor's obligations under the Prune lease during the term hereof to
the .extent that such obligations are applicable to the Prsrrrrses, except ;that the
oNwOon to pay rem to Prime Lesw :under the Prime Lease shall bo crosiderad
performed by Lessee to the extern and in the amount Rent fs ,paid to .Lessor pursuant to
this Agreement Lasses shall not tcnowln* and Willingly .commit or suffer any act or
omission that evil vioiato wr of the provesions of the Prime Leese. However, Lessor,
and not. Lessee, shall be responsible for obligations ander the Prims Lease relating to
the Lessor's rights there under other than thane relating to the Promises herein, and
Lessor shall be responsible for rnaintenance and repair of the Tower .and 'RoW Property,
axwpt as otherwise expressly stated herein.
(o) Notwithstanding anything to the ,contrary contained elsewhere in
this Agreement or in the Prime Lease, if the Prime fosse term+nates .or expiros prior to
the larri ination or expiation of this Agreement, then this AgreenvxA shall tpaninap as
between Lessor and Loewe on -the effective date of the terminatim of the Plime, Lease.
Lessor shall give Lem notice thereof as provided ,for herein.
28. 'Multiple Originals: Th(s Agreement may be prepared for execution in
multiple original owntorpwts, each of which shall oonstiMe one ,and the same
agreement.
f fiignatures appear on the following pages]
CNular Wkehm approved [Base page 15 of 20
10-30.01
SiveName: Wappii�uPalls
Mmict. FouOdmopeibM.S,A
IN WITNESS NESS WHEREOP., Les" Aro Ls a WID Signed and
sealed this Agreement as of the date And Maar firet abgvo written,,
LIESSOF: §gUTHW-am "Bwymms, LLC .
By.
'Nor
Tim
TAX 1.D.�^ �,._..
s7ATi* or.
)$S.
COUNTY OR:h
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cinaui
NO
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.. 04,10n
NOTARIAL STAMP OA SEAL
Cing,dw VV6tess Approved Lease Page 16 of 20
10-30.03
11CfJlkr[tear
.,�hTrdt
m*-
Site Ngw: Wapgmoq
Merket: PoUgWoepskMSA
Name. Tlmothv I Du fv
Title.,
Tox I.D. # *1120410
0t&E OF
QQjJNTY of
The foregoing instrument woo admovAedged before me "is�y of
2003, bytimgftJ. the aHedr ientof.Awedgme. n.
Notary Pubro
My 900mink)"-expires
t',1o7A1314,`TTAMP OR SEAL
i
4Ck g Etr Witless Appm"d L mp Page 17 of 20
10-30.01
Mubut Fougbb4Aie MA
EXHIBIT "Ar
EAR* OV Attaphed to'md rmdO a pad cd ftt wtain Tower Collocation :and
Land Sublease Agreen-Ant exit mo into -by aw betweerv,:Mitchasi � Couljj WIUIIU
rr%nm at lhvewagAi PA A
TeleDhone Inc dW& CeIWIaQ--1i i
�as -Lessor, mmor, wWSouIhv_ggj= MI a Cin .0
as
TbWer JOC"bo: County of,_Dj9gtp_k§ City of $*to of baYork.
Latitude: 41 degrees
5_MlWSS orad awl
Long": a*row K minutes and sabm&
Perol"d -Spam on Tower. About -19& feet above groundImml
L"; Spm* to 'aa a 12footby 10od Ow&w "tad adjacent or at the
base of tho tDVW and, kx�.' within the Property describod ondor the ACCEVS
EA$EMENT and LMLITY EASEMMT.
*="-S980MEM and VOWZY C"EM
The location of ft Premises (=IudNam3errmts) *Wn the Property is more
parfioularly dewribed or delip0ted As fAym,
CrquW WIMWs Awmd UQ* Page Isap
100.30-01
vq
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it
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TOWN BOARD: TOWN OF WAPPINGER
DUTCHESS COUNTY: NEW YORK
IN THE MATTER AFFIDAVIT OF
OF POSTING
"RESOLUTION AUTHORIZING A PORTION OF UNUSED VACANT PROPERTY TO
BE LEASED TO WIRELESS EDGE TOWERS, LLC FOR CONSTRUCTION OF CELL
TOWER SUBJECT TO PERMISSIVE REFERENDUM"
STATE OF NEW YORK )
) ss:
COUNTY OF DUTCHESS)
Michael J. Leonard, being duly sworn, deposes and says:
That he is the duly appointed, qualified and acting Town Clerk of the Town of
Wappinger, County of Dutchess and State of New York.
That on December 16, 2013, your deponent posted a copy of the "RESOLUTION
AUTHORIZING A PORTION OF UNUSED VACANT PROPERTY TO BE LEASED
TO WIRELESS EDGE TOWERS, LLC FOR CONSTRUCTION OF CELL TOWER
SUBJECT TO PERMISSIVE REFERENDUM", on the signboard maintained by your
deponent in his office in the Town Hall of the Town of Wappinger, 20 Middlebush Road,
Wappingers Falls, Dutchess County, New York.
X
Michael J. Le, and
Town Clerk
Town of Wappinger
Sworn to before me the 16th day of December, 2013
NOTARY PUBLIC aARIARA A. oUMM
NOTARY KWIC, STATE OF NON YOM
NO. 01 GUF020M
QUALOUD M DUTCHESS COlJ1 N
COLOWSM EXPIRES MARCH k 20.4