The URL can be used to link to this page

Home My WebLink AboutResolution 1999-063 RESOLUTION NO. 99-63 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, that: 1. The City Manager. be. and is hereby. authorized to execute the attached Lease Agreement with Cook InleWoiceStream PCS for the purpose of attaching cellular antennas to water towers located at: 1. Amundson Water Tower, 8728 Amundson Road 2. Bursey Road Water Tower, 7301 Bursey Road 3. Shady Grove Water Tower, 8451 North Davis PASSED AND APPROVED this 13th day of September, 1999 APPROVED: ATTEST: Vtd/Uu¿ ~. Patricia Hutson - City Secretary APPROVED AS TO FORM AND LEGALITY: ./ ') (., I ¡j. " .... I'· / ¡. ' /' ----.'....'.. /. .'. I .' I / .' >'-,. /" ,./""' / lli !. '-¿/Í¿:!¿ Rex McEntire - Attorney for the City --- THIS TOWER LEASE WITH OPTION ("t.<O'<") i, by """ betW«n CiIY of North Riclùood Hilh; C'Londlo<d") ood Cook InletIVoiceStream PCS, L.L.C., a Delaware limited liability company ("Tenant"). TOWER LEASE WITH OPTION (a) In _idenúion of \he pnymrot ofFi" Hundred """ Noll 00 Doll.... ($500.00) (\he "Option Foe") by T onoot w Landl..d. Landlool h"""" _" w T_t 00 oplion w ''''''' the 0'" of a portion of \he WW'" ood"'" p",pert)' de>cribed in \he _'" E""'hit A (lhe "pmperty"). on the t= """ oondition' ",t - he",in (the "Option"). The Option ,hn!1 be Ii" on initial t""" of ,ix (6) moo"", _menclng on Ihe E!Teetive \)ate ('" defin'" below) ood ending . 200_ (the "Oplion pednd"). The Option Pednd may be e",ended by Tenant f.. 00 ""'itional ,ix (6) monlh' __ """en noti", W Londlo<d ""d payment nf the ,urn nf Fi" Hondred ood NoIlOO Dollar.< ($500.00) ("Additional Option Fee") at any time prior to the end ofthe Option Period. I. QQtion to Le~ (b) "",ing the Option P"ind ""d ooy """,,,ion Ihereof. ""d dudng the""" of thi, """e. Loodlool """,,"' to eonp''''''" wilh Tonant in obtainin.. at T_" ","","" allli"'- ood p"""i" n' antho<i,,"ion< "",ui"'" Ii>< T_f' u'" of the p"'ml,~ ('" defin'" below) _ all appli"""e go",,,,mont andIoc ",golat"'" entiti" (1noJudin.. without limitation. wning """ I""d u'" authoriti"- ood the I_al Communi""ion comm~,lon ("FCC") (the "Govennuental """,ovol,"). iuoJnding appointing Tenant '" agent Ii>< alll""d "''' ood ",ning pennit appti""ion,. """ Landlo<d -~ to """",ate wilh ""d wallow Teuant. at no ""t W Landlool. w obtaio a tille report. "",ing approval, """ vanoo"", hmd-u<e penni". ""d Landiool expre~ly ",_ to T_t a rigat of"""'" to the Pmperty to pe<funn ,mv<Y', ",ii, t~t" ood olh'" engiu""ng pmœd""" .. environmental i",,,ligation, on the Property. n<=""" to del"""ioo Ihat Tenant' u'" of Ihe p"""i,~ will be rompatib" wilh Tenant" engineedng ,pecifi""ion<, 'Y'!em ""'igo, "",""'on< """ Govennurotal A_val'. DuMg Ihe Option p",ioo """ au)' e""""ion thereOé Tenant may ex""'''' the Option by '" notifying L"""',,,d in ""ting. at l,audl""" address in accordance with Section 12 hereof. (e) If T_t ex"""'~ the Option. then, ,ubject to the fulluwiug t= and roodition<, I..dlool be<eby t""'" to Tenant the me of tbat portion of \he tow'" ""d Pm\><"IY. togeth" with """m"'" f", -=, ond utiliti" d_bed ""d depid<d in the a""""'" E"'ibit B (rollectively ",I'en'ed to he",ionft" '" the "premi""")· The p",mi,~, tooateð at 8750 Amundson Road, North Richland Hills, Texas 76180, comprises approximately 600 square feet. .. 2. Te"". '~e initial""" ofl!ie '"""" ,hall be fi" (5) Y"'" rommenclng on the date of ex""'''' of the Option (the Commencement Date ), and termmatmg at midnight on the last day of the initial term (the "Initial Term"), "alio ro T. P~itted U". The P."'mi"" _ be ."""'. by Ten:rot fo<. among otbe< thi_ Ihe """""i~ion ood reœplion 01 t ~~um","on "goal~ ood I'" the <oo<""ct.on. m,tallat"'''. malolen"""'. repai' 0' repJaœment of ",Iated fadliti" OW" 00 .<e, """"""'" m,,,owa" "''''''. equipment ,heltem. ""d related activili". · ("Rent"). ~';':;'IIi::' :,~\:aY ~,audIO"" "'. rent, One Thou,,,,,d And Fifty and NoIlOO Doll", ($1.050.00) pe< month commenœmool Date ..it: and foc = ':':':' heg..mng on \he enmmooœment Date foc the ",mairule' of the moolh in whiw the of ""'" month f", the following "";h ;. ,;;;~r~:: ;;;~~~ ",ol wi\1 be !"'yable moothly in """00": on ,he fifth day 'hi, I.=n i, t,,,,,ioated ala time nth" than on the I",' d ~ ., al LoodIm\, ad""""""",fi'" .. Sect"'" 12 below. If any reason other than a defuult by Tenant and all prep . daRY 0 ta hmollnbeth, Rfìent shall be prorated as ofthe date of termination for , al en s a re unded to Tenant. 5. Renewal. Tenant shall have the right to t d thO Le fì T""""). Each Renewal T""" "'all be on the ,ame """ ex en '~."'" '" ftve (5) additional, fiv...._ tenn' ("Reoewa' by pnreent ( %) of the =t paid th ~~d rood.uon, " "" furth berem, exœpl that ",01 ,h.1I be in«"""d Renewal Term unless Tenant notifies Lando~oerrd .e pr~t~ mgfterm. This Lease shall automatically renew for each successive . ' m wn mg, 0 Tenant's intention not to thO Le pno< to the expi"'i", of the Initiat Te"" '" an R I T ,enow " ""', at 1",,,iXlY (60) daY' <,p""ion onhi, ""'" '" ooy Renewal Te"" :. t:ne~a ~"". If Ten"'" ,hall remain in """""ion of the P<emi"" at the _ un"" the _e ""'" """ "",diHon< of ~i' ~wn"en agreement. ,.w tenaney ,hall be deemed a ~",th·_onth 6. Interference, Tenant shall not use the Premises in an w .' . Landlon!. oc le~ee' 0< Ii= of f..dlnn! .th" Y ay ~h'w '?teOOe' ~th the "'" of the Property by ~nde< thi, t.e",e. indudiog withoot limiottio': :'.i:~"::; ";."';'y\ ¡mo' .. "me to T_" (,ubiect to Tenant" dgh" Its hcensees, employees invitees or agents to use rt. f· h Iml ar y, Landlord shall not use, nor shall Landlord permit . ' , any po Ion 0 t e Landlord's properties' h' h ' _.on' ofT_C S.w iol"f"""'" ,hn!1 be d d . I m any way w " .."""" with the eeme a matena breach by the interfering party, who shall, upon written Rev. 8/99 Site Number: Site Name: Market: DA-2213-O-A NRH-Amundson Water Tower- Dallas noti'" ""'" th, nth", '" """"",iblo fa< """inoting ,.id int"r",,""'· In th, "onl ""y ,u<h int"Iè<en'" """ not ""'" promptly, th' p,rti'" ao\<nOwl"''''' ilint _inning in",f"""'" m", ""'" i,,_,"I, injnry ond, lborefore. th, injored p"'Y ,0011 00" th, right, in oddilion to ""y 0"'" righU that it may 00" at law « in ,",uily. to bring a oourt "",Ion to ,njoin 'u'" interference or to terminate this Lease immediately upon written notice, (a) Tonant ,0011 h'" th, ,ighl, at it, "'P"''''' to ,rect ond maiondn on th, premi'" imP'"""',ne>. """,nai _rt, ""d fuciliti'" """,,",, to """"" ie> ,,,.rem. inclodin.. without limitation, nodio t"t",mirting ond "",iving """on"'. microwa" di,h'" ,",uipmoat ,bol"', ond related ""'t", ond utilily lin'" (001l""I"i, tho '.- F"",¡¡tid). 1n' An"nn' F""'lili" ,hall b' initi,1Iy _figured ","",,1Iy '" "" forth in tb' att"""" ""hibit C. T'nanl,hall oovo tho riglrt 10 replaœ '" up"""" tho An"nna F",¡¡iti" at anY tim' during tb, """ ofthi, L,a."" Tonant ,hall ""'''' ail oo."lroctioo to 0""" Ii,o·ft« """ in _pllan'" witb ail appli""'I' law, and ooIi""""'. 1n' Antenna F"",liti" ""'I ,omain tho ",d",iv, prop"" of T,nant. Tonant ,0011 bav' th' riglrt to remoVO tho Antenna "",lIiti" at any tim' d",ing """ upon """inatioo oftbi, ""'" '" long as Tenant is not in default under this Lease. (b) T,nant. at ie> ",pon"'. m'y u,,, any ,nd 011 "",""",'" moan' of ",tricting -" 10 tho AnIonna F""'liti". including, without limitation, the construction ofa fence. (,) Tonanl ""'11 pay any ,dditiunal ulili,i" """"" du' to Tonan" "". T,_ ,b,1I - th' ,ighl to i_1I otiliti". at T onant', "'P"'''' """ to imp""" tho ",,,,nt uti Ii Ii" on tho p,om i '" (lncl udi n.. bul not limit'" to. th, i ",tallation of """"""'" pow" ",""""",). T ,nant ,hall. _ """i"",I" i",ta1l "p"'''' m"'" f", utiliti'" "",d on th, p_. In Ih' "onl ,_ m"'" ore nol i_lod. Tooant ,0011 P'y th, ""'odi' ""''''' "" 011 otiliti" attributal>l' to Too,n" "". Cd) ^' parti.1 """idotalion 10' Roat paid und" tbi, \.ea."', I....dl"'d horeby ",an" Tonant an "",",onl C'E"""ont") fo<. in"",". ",,"" ~d =, (induding """'" Ii>< tho p""","" """ibod in S""ion 1) w th, premi," "¡,",oat, to .",ta1l ond mamtam u"h"". wh.m mdud', bot "" not limited '0. tho i",tallatioo of pow" and "Iophon' "",i'" "",I~ and to ""'.'" tho Prem"" ond tho An-' Faciliti" at 011 ti"'" du,iog tbo lnitiw Tenn ofthi, """'« any Renowal T_ Any Easement provIded hereunder shaH have the same term as this Lease. . (,) Tonant ,0011 b.vo 24-bon"..-da" ?-"""..-wonk =, to th, Premi'" at 011 tim" d",ing th, Initial Tenn of thIs Lease and any Renewal Term. . .. 8. Tennination. "'œpt '" othen<i" provido<! ""dn. thi, ""'" may'" _inated withoul ony penalty or furthe I"b. h 'y '" ¡.1Iow", .' d h. (Le') _nthirty (30) day' writton notiœ by Lnndl",d "" fuilure to """ · mat",.1 "'fuult "" ",ymoat of amonnt' du' un er t IS ase wlthm that thIrty (30) day period; (b) upon thirty (30) days written notice by either party 'f th h . curing such default within that 30 d . d hIe ot er party defaults and fatls to cure or commence _ ay peno , or sue longer Period as b . d ' . oom=nœd within that 3(!.d" ""'od; ma, '''''10''' to d.hgontly oompl", · """ . (c) immediately if Tenant notifies Landlord of unacce tabl . . pnor to Tenant's installation of the Antenna Fa 'I't' h P p. e results of any tItle report, envIronmental or soil tests , ,. " "'" 00 t e rem"" odn I . bl . '" "e> oc ""œ" ony li""" (including. without limil"ion on FCC ì. onan "una ,to obtatn. maintain, oc _",i" the installation and/or operation ofthe Antenn F .I't' T' ,I~nse), permit or Governmental Approval necessary to a acl I tes or enant s busmess; . (~) upon ninety (90) days written notice by Tenant ¡fthe P . a< ",gmeonng 'pedfi",tion, "" it, Aotenn' Facilitio; '" th ':m.~ are '" heeome unaro:ptable un"" Tenant" design . . ,rommum","on, ,,,tem w wh"h tho Anlenna F~i\iti" ""ong (e) IInmedlately upon written notice if th P . ;';;n" ;,::""'1' jodgmont to ,ub_i,lIy and ud:,';;:::th tho ::':"'" F""lili" ore deslnJY"'! 0< datmtgt:d SO " in . ,on 0 .gat..... nf tho parti" ,h,1l œ",e '" of tho dat oe , we use of the Antenna Facititi". In ,"m "onl "I ;.mhu=ment nf ony Renl prep,id b, T onant. IfTonont::: ~ dam""" '" ",,"oction, ond Tenan"hall ho ,nlilkd W· the rem"" ond!« Antonna F""'titi" are """"'" to the oondirinn ,:. 7- oo~unoe th" Lo"". thon 011 Rent ,OOIl abate antil the IS mg m\Jnedlately pnor to such damage or destruction' or (ij "the time till, to tbo Property tnm " . := ;~t~ld:: in Tonanl', dotenoinotion to :;'':t~e=;;::~~:::;-:''';naot '? ' taking of all '" , portion nf the e 0 pu,,", lbo" own "",,,,,,, .w...... w. th . 0< enant' 0". Lnndl",d ond T onant ,h,1l I respect to such taking. Sale of an or part of the Property to a 7. !IDprovements: Utilities: Acce~· Rev. 7/99 Site Number: Site Name: Market DA-22 1 3-0-A NRH-Amundson Water Tower Dallas -2- RESOLUTION NO. 99-63 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, that: 1. The City Manager, be, and is hereby, authorized to execute the attached Lease Agreement with Cook InletNoiceStream PCS for the purpose of attaching cellular antennas to water towers located at: 1. Amundson Water Tower, 8728 Amundson Road 2. Bursey Road Water Tower, 7301 Bursey Road 3. Shady Grove Water Tower, 8451 North Davis PASSED AND APPROVED this 13th day of September, 1999 APPROVED: ATTEST: (?át7Vu~~. Patricia Hutson - City Secretary APPROVED AS TO FORM AND LEGALITY: .--" ( ..) j. . . / ....-....-.- . I /./ .'" ¡, 'C' ..'~~-. /.......--- .. .." /./ . ),J, I - >1 ,/,., l,¿'k/ I. --¿;// (/¿, .¿ Rex McEntire - Attorney for the City TOWER LEASE WITH OPTION THIS TOWER LEASE WITH OPTION ("Lease") is by and between City of North Richland Hills ("Landlord") and Cook InletlVoiceStream PCS, L.L.c., a Delaware limited liability company ("Tenant"). I. Option to Lease (a) In consideration of the payment of Five Hundred and No/IOO Dollars ($SOO.OO) (the "Option Fee") by Tenant to Landlord, Landlord hereby grants to Tenant an option to lease the use of a portion of the tower and real property described in the attached Exhibit A (the "Property"), on the terms and conditions set forth herein (the "Option"). The Option shall be for an initial term of six (6) months, commencing on the Effective Date (as defined below) and ending , 200_ (the "Option Period"), The Option Period may be extended by Tenant for an additional six (6) months upon written notice to Landlord and payment of the sum of Five Hundred and No/lOO Dollars ($SOO.OO) ("Additional Option Fee") at any time prior to the end of the Option Period. (b) During the Option Period and any extension thereof, and during the term of this Lease, Landlord agrees to cooperate with Tenant in obtaining, at Tenant's expense, all licenses and permits or authorizations required for Tenant's use of the Premises (as defined below) ITom all applicable government and/or regulatory entities (including, without limitation, ZJ.ming and land use authorities, and the Federal Communication Commission ("FCC") (the "Governmental Approvals"), including appointing Tenant as agent for all land use and zoning permit applications, and Landlord agrees to cooperate with and to allow Tenant, at no cost to Landlord, to obtain a title report, zoning approvals and variances, land-use permits, and Landlord expressly grants to Tenant a right of access to the Property to perform surveys, soils tests, and other engineering procedures or environmental investigations on the Property, necessary to determine that Tenant's use of the Premises will be compatible with Tenant's engineering specifications, system design, operations and Governmental Approvals. During the Option Period and any extension thereof, Tenant may exercise the Option by so notitying Landlord in writing, at Landlord's address in accordance with Section 12 hereof. (c) If Tenant exercises the Option, then, subject to the following terms and conditions, Landlord hereby leases to Tenant the use of that portion of the tower and Property, together with easements for access and utilities, described and depicted in the attached Exhibit B (collectively referred to hereinafter as the "Premises"). The Premises, located at 87S0 Amundson Road, North Richland Hills, Texas 76180, comprises approximately 600 square feet. 2. Term. The initial term of the Lease shall be five (S) years commencing on the date of exercise of the Option (the "Commencement Date"), and terminating at midnight on the last day of the initial term (the "Initial Term"). 3. Permitted Use. The Premises may be used by Tenant for, among other things, the transmission and reception of radio communication signals and tor the construction, installation, maintenance, repair or replacement of related facilities, tower and base, antennas, microwave dishes, equipment shelters, and related activities. 4. Rent. Tenant shall pay Landlord, as rent, One Thousand And Fifty and No/IOO Dollars ($I,OSO.OO) per month ("Rent"). Rent shall be payable in advance beginning on the Commencement Date for the remainder ofthe month in which the Commencement Date falls and for the following month, and thereafter rent will be payable monthly in advance on the fifth day of each month for the following month to City of North Richland Hills at Landlord's address specified in Section 12 below. If this Lease is terminated at a time other than on the last day of a month, Rent shall be prorated as of the date of termination for any reason other than a default by Tenant, and all prepaid Rent shall be refunded to Tenant. S. Renewal. Tenant shall have the right to extend this Lease for five (S) additional, five-year terms ("Renewal Term"). Each Renewal Term shall be on the same terms and conditions as set forth herein, except that rent shall be increased by percent ( %) of the rent paid over the preceding term. This Lease shall automatically renew for each successive Renewal Term unless Tenant notifies Landlord, in writing, of Tenant's intention not to renew this Lease, at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term. If Tenant shall remain in possession of the Premises at the expiration of this Lease or any Renewal Term without a written agreement, such tenancy shall be deemed a month-to-month tenancy under the same terms and conditions ofthis Lease. 6. Interference. Tenant shall not use the Premises in any way which interferes with the use of the Property by Landlord, or lessees or licensees of Landlord, with rights in the Property prior in time to Tenant's (subject to Tenant's rights under this Lease, including without limitation, non-interference). Similarly, Landlord shall not use, nor shall Landlord permit its licensees, employees, invitees or agents to use, any portion of the Landlord's properties in any way which interferes with the operations of Tenant. Such interference shall be deemed a material breach by the interfering party, who shall, upon written Site Number: Site Name: Market: DA-2213-O-A NRH-Amundson Water Tower- Dallas Rev. B/99 notice from the other, be responsible for terminating said interference. In the event any such interference does not cease promptly, the parties acknowledge that continuing interference may cause irreparable injury and, therefore, the injured party shall have the right, in addition to any other rights that it may have at law or in equity, to bring a court action to enjoin such interference or to terminate this Lease immediately upon written notice. 7. Improvements: Utilities: Access. (a) Tenant shall have the right, at its expense, to erect and maintain on the Premises improvements, personal property and facilities necessary to operate its system, including, without limitation, radio transmitting and receiving antennas, microwave dishes, equipment shelters, and related cables and utility lines (collectively the "Antenna Facilities"). The Antenna Facilities shall be initially configured generally as set forth in the attached Exhibit C. Tenant shall have the right to replace or upgrade the Antenna Facilities at any time during the term of this Lease. Tenant shall cause all construction to occur lien-fi'ee and in compliance with all applicable laws and ordinances. The Antenna Facilities shall remain the exclusive property of Tenant. Tenant shall have the right to remove the Antenna Facilities at any time during and upon termination of this Lease so long as Tenant is not in defuult under this Lease. (b) Tenant, at its expense, may use any and all appropriate means of restricting access to the Antenna Facilities, including, without limitation, the construction of a fence. (c) Tenant shall pay any additional utilities charges due to Tenant's use. Tenant shall have the right to install utilities, at Tenant's expense, and to improve the present utilities on the Premises (including, but not limited to, the installation of emergency power generators). Tenant shall, wherever practicable, install separate meters for utilities used on the Property. In the event separate meters are not installed, Tenant shall pay the periodic charges for all utilities attributable to Tenant's use. (d) As partial consideration for Rent paid under this Lease, Landlord hereby grants Tenant an easement ("Easement") for ingress, egress, and access (including access for the purposes described in Section 1) to the Premises adequate to install and maintain utilities, which include, but are not limited to, the installation of power and telephone service cable, and to service the Premises and the Antenna Facilities at all times during the Initial Term of this Lease or any Renewal Term, Any Easement provided hereunder shall have the same term as this Lease. (e) Tenant shall have 24-hours-a-day, 7-days-a-week access to the Premises at all times during the Initial Term of this Lease and any Renewal Term. 8. Termination. Except as otherwise provided herein, this Lease may be terminated, without any penalty or further liability as follows: (a) upon thirty (30) days written notice by Landlord for failure to cure a material default for payment of amounts due under this Lease within that thirty (30) day period; (b) upon thirty (30) days written notice by either party if the other party defaults and fails to cure or commence curing such default within that 30-day period, or such longer period as may be required to diligently complete a cure commenced within that 30-day period; (c) immediately if Tenant notifies Landlord of unacceptable results of any title report, environmental or soil tests prior to Tenant's installation ofthe Antenna Facilities on the Premises, or if Tenant is unable to obtain, maintain, or otherwise forfeits or cancels any license (including, without limitation, an FCC license), permit or Governmental Approval necessary to the installation and/or operation of the Antenna Facilities or Tenant's business; (d) upon ninety (90) days written notice by Tenant ¡fthe Premises are or become unacceptable under Tenant's design or engineering specifications for its Antenna Facilities or the communications system to which the Antenna Facilities belong; (e) immediately upon written notice if the Premises or the Antenna Facilities are destroyed or damaged so as in Tenant's reasonable judgment to substantially and adversely affect the effective use of the Antenna Facilities. In such event, all rights and obligations of the parties shall cease as of the date of the damage or destruction, and Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant. If Tenant elects to continue this Lease, then all Rent shall abate until the Premises and/or Antenna Facilities are restored to the condition existing immediately prior to such damage or destruction; or (f) at the time title to the Property transfers to a condemning authority, pursuant to a taking of all or a portion of the Property sufficient in Tenant's determination to render the Premises unsuitable for Tenant's use. Landlord and Tenant shall each be entitled to pursue their own separate awards with respect to such taking. Sale of all or part of the Property to a Site Number: Site Name: Market DA-2213-0-A NRH-Amundson Water Tower Dallas Rev. 7/99 -2- purchaser with the power of eminent domain in the face of the exercise of the power shall be treated as a taking by condemnation. 9. Taxes. Tenant shall pay any personal property taxes assessed on, or any portion of such taxes attributable to, the Antenna Facilities. In the event that Landlord fails to pay any real property taxes or other fees and assessments attributable to the Property, Tenant shall have the right, but not the obligation, to pay said taxes and deduct them rrom Rent amounts due under this Lease. 10. Insurance and Subrogation. (a) Tenant will provide Commercial General Liability Insurance in an aggregate amount of One Million and no/lOO Dollars ($1,000,000.00) and name Landlord as an additional insured on the policy or policies. Tenant may satisfY this requirement by obtaining the appropriate endorsement to any master policy ofliability insurance Tenant may maintain. (b) Landlord and Tenant hereby mutually release each other (and their successors or assigns) rrom liability and waivc all right of recovery against the other for any loss or damage covered by their respective first party property insurance policies for all perils insured thereunder. In the event of such insured loss, neither party's insurance company shall have a subrogated claim against the other. 1 I. Hold Harmless. Tenant agrees to hold Landlord harmless rrom claims arising rrom the installation, use, maintenance, repair or removal of the Antenna Facilities, except for claims arising rrom the negligence or intentional acts of Landlord, its employees, agents or independent contractors. 12. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by overnight carrier to the following addresses: If to Tenant. to: lfto Landlord. to: Cook Inlet/VoiceStream PCS, L.L.c. c/o VoiceStream PCS BTA 1 Corporation 3650 - 13151 Avenue SE, Suite 400 Bellevue, W A 98006 Telephone: (425) 586-8700 Facsimile (425) 586-8040 Attn: PCS Leasing Administrator With a copy to: Attn: Legal Department City of North Richland Hills 7301 NE Loop 820 North Richland Hills, Texas 76180 Telephone: (817) 581-5500 Facsimile: (817) 656-7545 13. Quiet Enjovment. Title and Authority, Landlord covenants and warrants to Tenant that (i) Landlord has full right, power and authority to execute this Lease; (ii) it has good and unencumbered title to the Premises rree and clear of any liens or mortgages, except those disèlosed to Tenant which will not interfere with Tenant's rights to or use of the Premises; and (iii) execution and performance of this Lease will not violate any laws, ordinances, covenants, or the provisions of any mortgage, lease, or other agreement binding on Landlord. Landlord covenants that at all times during the term of this Lease, Tenant's quiet enjoyment of the Premises or any part thereof shall not be disturbed as long as Tenant is not in default beyond any applicable grace or cure period. 14, Environmental Laws. Landlord represents that it has no knowledge of any substance, chemical or waste (collectively "Hazardous Substance") on the Property that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation, Tenant shall not introduce or use any such substance on the Property in violation of any applicable law. Landlord shall be responsible for, and shall promptly conduct any investigation and remediation as required by any applicable environmental laws, all spills or other releases of Hazardous Substance not caused solely by Tenant, that have occurred or which may occur on the Property. Each party agrees to defend, indemnifY and hold the other harmless rrom and against any and all claims, causes of action, demands and liability including, but not limited to, damages, costs, expenses, assessments, penalties, fines, losses, judgments and attorney's fees that the indemnitee may suffer due to the existence or discovery of any Hazardous Substance on the Property or the migration of any Hazardous Substance to other properties or released into the environment, that relate to or arise rrom the indemnitor's activities during or prior to the commencement of this Lease, The indemnifications in this section specifically include, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any governmental authority. Site Number: Site Name: Market: DA-2213-0-A NRH-Amundson Water Tower Dallas Rev. 7/99 ·3- IS. Assignment and Subleasing. Tenant may assign this Lease upon written notice to Landlord, to any person controlling, controlled by, or under common control with Tenant, or any person or entity that, after first receiving the necessary FCC licenses, acquires Tenant's radio communications business or assets and assumes all obligations of Tenant under this Lease. Upon such assignment, Tenant shall be relieved of all liabilities and obligations hereunder and Landlord shall look solely to the assignee for performance under this Lease and all obligations hereunder. Tenant may otherwise assign this Lease upon written approval of Landlord, which approval shall not be unreasonably delayed or withheld. Tenant may sublease the Premises upon notice to Landlord, provided any such subtenant agrees to abide by the terms of this Lease. Additionally, Tenant may, upon notice to Landlord, mortgage or grant a security interest in this Lease and the Antenna Facilities, and may assign this Lease and the Antenna Facilities to any mortgagees or holders of security interests, including their successors or assigns (collectively "Mortgagees"), provided such Mortgagees agree to be bound by the terms and provisions of this Lease, In such event, Landlord shall execute such consent to leasehold financing as may reasonably be required by Mortgagees. Landlord agrees to notiJy Tenant and Mortgagees simultaneously of any default by Tenant and to give Mortgagees the same right to cure any default as Tenant or to remove any property of Tenant or Mortgagee located on the Premises, except that the cure period for any Mortgagees shall not be less than thirty (30) days after receipt of the default notice, as provided in Section 8. All such notices to Mortgagees shall be sent to Mortgagees at the address specified by Tenant. Failure by Landlord to give Mortgagees such notice shall not diminish Landlord's rights against Tenant, but shall preservc all rights of Mortgagees to cure any default and to rcmove any property of Tenant or Mortgagees located on the Premises as provided in Section 17 of this Lease. 16. Successors and Assigns. This Lease and any easement granted herein shall run with the land, and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 17. Waiver of Landlord's Lien. Landlord hereby waives any and all lien rights it may have, statutory or otherwise concerning the Antenna Facilities or any portion thereof which shall be deemed personal property for the purposes of this Lease, regardless of whether or not the same is deemed real or personal property under applicable laws, and Landlord gives Tenant and Mortgagee the right to remove all or any portion of the same tTom time to time, whether before or after a default under this Lease, in Tenant's and/or Mortgagee's sole discretion and without Landlord's consent. 18. Miscellaneous. (a) The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any. (b) Each party agrees to furnish to the other, within ten (10) days after request, such truthful estoppel information as the other may reasonably request. (c) 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 both parties. (d) Each party agrees to cooperate with the other in executing any documents (including a Memorandum of Lease in substantially the form attached as Exhibit D) necessary to protect its rights or use of the Premises. The Memorandum of Lease may be recorded in place of this Lease, by either party. In the event the Property is encumbered by a mortgage or deed of trust, Landlord agrees, upon request of Ten ant, to obtain and furnish to Tenant a non-disturbance and attornment agreement for each such mortgage or deed of trust, in a form reasonably acceptable to Tenant. Tenant may obtain title insurance on its interest in the Leased Premises. Landlord agrees to execute such documents as the title company may require in connection therewith. (e) This Lease shall be construed in accordance with the laws of the state in which the Property is located. (t) If any term of this Lease is found to be void or invalid, such invalidity shall not affect the remaining terms of this Lease, which shall continue in full force and effect. The parties shall agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable. Any questions of particular interpretation shall not be interpreted against the draftsman, but rather in accordance with the fair meaning thereof. (g) The persons who have executed this Lease represent and warrant that they are duly authorized to execute this Lease in their individual or representative capacity as indicated. (h) This Lease may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. Site Number: Site Name: Market: DA-2213-0-A NRH-Amundson Water Tower Dallas Rev. 7/99 - 4- (i) AII Exhibits referred herein and any Addenda are incorporated herein for alI purposes. The parties understand and acknowledge that Exhibit A (the legal description of the Property), Exhibit B (the Premises location within the Property), and Exhibit C (the site plan) may be attached to this Lease in preliminary fonn. Accordingly, the parties agree that upon the preparation of final, more complete exhibits, Exhibits A, Band/or C, as the case may be, which may have been attached hereto in preliminary fonn, may be replaced by Tenant with such final, more complete exhibit(s). The tenns of all Exhibits are incorporated herein for alI purposes. The Effective Date of this Lease ("Effective Date") is the date of execution by the last party to sign. LANDLORD: City of North Richland Hills By: Printed Name: Its: Date: LANDLORD: By: Printed Name: Its: Date: TENANT: Cook InletIVoiceStream PCS, L.L.C., a Delaware limited liability company By: VoiceStream PCS BTA I Corporation, its Agent By: Printed Name: Its: Date: Rev, 7/99 Site Number: Site Name: Market: DA-22I3-0-A NRH-Amundson Water Tower Dallas - 5- ADDENDUM TO TOWER LEASE WITH OPTION [Additional Terms) In the event of conflict or inconsistency between the terms of this Addendum and the Lease, the terms of the Addendum shall govern and control. Addendum to the Tower Lease with Option dated September _' ] 999, between City of North Richland Hills, as Landlord. and Cook Inlet/VoiceStream PCS, L.L.c., a Delalware limited liability company, as Tenant. ]n the event of conflict or inconsistency between the terms of this Addendum and the Lease, the terms ofthis Addendum shall govern and control. All capitalized terms shall have the same meaning as in the Lease. I. Section 4 of the Lease is deleted and replaced bv the following: Tenant shall pay Landlord, as Rent, One Thousand and Fifty and no\100 Dollars ($1,050) per month ("Rent"). The monthly rent shall be subject to an annual increase of three percent (3%), such increase to take effect on the anniversary date of the Commencement Date. Rent shall be payable in advance beginning on the Commencement Date for the remainder of the month in which the Commencement Date falls and for the following month, and thereafter rent will be payable monthly in advance on the fifth day of each month for the following months to City of North Richland Hills at Landlord's address specified in Section 12 below, ]fthis Lease is terminated at a time other than on the last day of a month, Rent shall be prorated as of the date of termination for any reason other than a default by Tenant, and all prepaid Rent shall be refunded to Tenant. 2. Section 5 of the Lease is deleted and reolaced with the followin!?-: Tenant shall have the right to extend this Lease for five (5) additional, five-year terms ("Renewal Term"). Each Renewal Term shall be on the same terms and conditions as set forth herein. This Lease shall automatically renew for each successive Renewal Term unless Tenant notifies Landlord, in writing, of Tenant's intention not to renew this Lease, at least sixty (60) days prior to the expiration of the Initial Term or any Renewal Term. If Tenant shall remain in possession of the Premises at the expiration of this Lease or any Renewal Term without a written agreement, such tenancy shall be deemed a month-to-month tenancy under the same terms and conditions ofthis Lease. 3. Section 20 is added to the Lease as follows: Upon termination of this Lease, upon default by Tenant or otherwise, Tenant shall remove the Antennae Facilities and return the Premises to Landlord, in good useable condition, normal wear and tear excepted. Site Number: Site Name: Market: DA-22l3-0-A NRH-Amundson Water Tower- Dallas Rev. 8/99 LANDLORD: City of North Richland Hills By: Printed Name: Its: LANDLORD: By: Printed Name: Its: TENANT: By: Printed Name: Its: Date: Site Number: Site Name: Market: Cook Inlet/VoiceStream PCS, L.L.c., a Delaware limited liability company By: VoiceStream PCS BTA I Corporation, its Agent DA-2213-0-A NRH-Amundson Water Tower Dallas Rev. 7/99 EXHIBIT A Legal Description The Property is legally described as follows: State of Texas )( County of Tarrant )( That tract or parcel of land situated in the County of Tarrant. State of Texas and being the same land deserihed in that certain Deed dated January 6. 1972 from Hilly D. Martin and witC, Vivian E. Martin to the City of North Riehland Hills and recorded in the Records of Tarrant County. Texas, recorded in Volume 5175. Page 137. Site Number: Site Name: Market: DA-22 I 3-0 NRII:AMUNDSON-EDEN Dallas A-1 EXHIBIT B Premises Location within the Property The location of the Premises within the Property is more particularly described and depicted as follows: SEP-10-99 01:12 PM JRH ARCHITECTS 760 24154 ~' ..~-...-_...- 9 .0 r: ç 13 '"~__-T Site Number. DA-2213-0-A Site Name: NRH-Amundson Water Tower MarKet: Dallas P.04 EXISTING HANDRAil . - EXISTING WATER TœJER '. , .0. . . ---"--- ELEV A TION N.T.5, B-1 EXISTINú PAINTERS RING NEW WESTERN ANTENNAS MOUNTED TO EXIST. FAINTERS RAIL (np, OF &) 12' X 11' ROLL -UF SERviCE DOOR VOICESTREAM AMUNDSON W.T. 9-10-99 Site Number: Site Næne: Mar1œt: EXHIBIT C Site Plan . -::::\ \ e· . , ,- . \.- ...-J - ~D lIES TeRN EQJII"I"ENT LOCATION - !XI5!~ C~~IE liNe. IllAl.L OF TAl« EXI5T~ OUTER EIXoE 01' CCNcI<ETE GRADE &AEM SITE PLAN N.T.&. DA-2213-O-A NRH-Amundson Water Tower Dallas C-1 VOICE STREAM AMUNDSON W.T. 9-10-99 After Recording Return to: Cook InletlVoiceStream PCS, L.L.c. Attn: Lease Coordinator 8777 North Stemmons Fwy, Tower II, Suite 200 Dallas, Texas 75247 Parcel No.06257984 EXHIBIT D Memorandum of Lease and Option Between City of North Richland I-Hils ("Landlord") and Cook Inlet/VoiceStream PCS, L.L.c., a Delaware limited liability company ("Tenant") A Tower Site Lease with Option ("Lease") by and between City of North Richland Hills ("Landlord") and Cook InletlVoiceStream PCS, L.L.C.("Tenant") was made regarding the following property: See Attached Exhibit "A" and Exhibit "B" incorporated herein for all purposes The Lease is for a term of five (5) years and will commence on the date as set forth in the Lease (the "Commencement Date") and shall terminate at midnight on the last day of the month in which the fifth anniversary of the Commencement Date shall have occurred. Tenant shall have the right to extend this Lease for five (5) additional five-ycar terms. IN WITNESS WHEREOF, the parties hcreto have respectively executed this memorandum on thc _ day of , 199_ (effective as of the date ofthe last party to sign). LANDLORD: City of North Richland Hills By: Printed Name: Its: Date: LANDLORD: By: Printcd Name: Its: Date: TENANT: Cook InletlVoiceStream PCS, L.L.c., a Delaware limited liability company By: VoiceStream PCS BTA I Corporation, its Agent By: Printed Name: Its: Datc: Site Number: Site Name: Market: DA-2213-0-A NRH-Amundson Water Towcr- Dallas Rev. 7/99 ¡Notary for Landlord} ¡NQtary block for Corporation, Partnership, Limited Liability Company} STATE OF TEXAS ) ) ss. ) COUNTY OF This instrument was acknowledged before me on of behalf of said [name of entity]. by a , [title] [type of entity], on Dated: Notary Public Print Name My commission expires (Use this space fur notary stamp/seal) Site Number: DA-2213-0-A Site Name: NRH-Amundson Water Tower Market: Dallas 0-1 [Notary block for Tenant} STATE OF W ASlllNGTON ) ) ss. ) COUNTY OF KING I certifY that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the VoiceStream PCS BTA I Corporation, a Delaware Corporation, as Agent for Cook InletJVoiceStream PCS, L.L.c., a limited liability company to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Name My commission expires (Use this space for notary stamp/seal) Site Number: DA-2213-0-A Site Name: NRH-Amundson Water Tower Market: Dallas 0-3 Parcel No.06257984 Memorandum of Lease and Option Between City of North Riehland HilIs ("Landlord") and Cook InletlVoiceStream PCS, L.L.C., a Delaware limited liability company ("Tenant") A Tower Site Lease with Option ("Lease") by and between City of North Riehland !-lills ("Landlord") and Cook InletlVoiceStream PCS, L.L.c. ("Tenant") was made regarding the following property: See Attached Exhibit "A" and Exhibit "B" incorporatcd herein for all purposes The Lease is for a term of five (5) years and will commence on the date as set forth in the Lease (the "Commencement Date") and shall terminate at midnight on the last day of the month in whieh the fifth anniversary of the Commencement Date shall have occurred. Tenant shall have the right to extend this Lease for five (5) additional five-year terms. IN WITNESS WHEREOF, the parties hereto have respectively executed this memorandum on the _ day of __, 199_ (effective as of the date of the last party to sign). LANDLORD: City of North Richland !-lills By: Printed Name: Its: Date: LANDLORD: By: Printed Name: Its: Date: TENANT: Cook InletlVoiceStream PCS, L.L.c., a Delaware limited liability company By: VoiceStream PCS BTA I Corporation, its Agent By: Printed Name: Its: Date: Site Number: Site Name: Market: DA-2213-0-A NRH-Amundson Water Tower- Dallas Rev. 7/99 ¡Notary for Landlordl ¡Notary block for Corporation, Partnership, Limited Liability CompanYI STATE OF TEXAS COUNTY OF ) ) ss. ) This instrument was acknowledged before me on of behalf of said [name of entity]. by a , [title] [type of entity], on Dated: Notary Public Print Name My commission expires (Use this space for notary stamp/seal) Site Number: Site Name: Market: DA-2213-Q-A NRH-Amundson Water Tower Dallas {Notary block/or TenantJ STATE OF WASHINGTON ) ) ss. ) COUNTY OF KING I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the VoiceStream PCS BT A I Corporation, a Delaware Corporation, as Agent for Cook Inlet/VoiceStream PCS, L.L.C., a limited liability company to be the rree and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Name My commission expires (Use this space fur notary stamp/seal) Site Number: DA-2213-Q-A Site Name: NRH-Arnundson Water Tower Market: Dallas EXHIBIT A Legal Description The Property is legally described as follows: State of Texas )( County of Tarrant )( That tract or parcel of land situated in the County of Tarrant. State of Texas and being the same land described in that certain Deed dated January 6. 1972 from Billy D. Martin and witè. Vivian E. Martin to the City of North Riehland Hills and recorded in the Records of Tarrant County. Texas. recorded in Volume 5175. Page 137. Site Number: Site Name: Market: DA-22 13-0 NRH:AMIJNI)SON-EDI~N Dallas A-1 EXlDBIT B Premises Location within the Property The location of the Premises within the Property is more particularly described and depicted as follows: SEP-10-99 01:12 PM JRH ARCHITECTS 760 24:54 -- _____ 0 Too 0 --_._..__.,.~:.~.~I IIII·III\'\\~ .;--- ~ £ ~ -- ..- -.--. ,. . " , -- .. .. .. '- , - .,. .. .. . - .. ' ... ., ,. .. .... ., -, - .. .. .. -. ... - " ,-- .0 ...=--==---~ --- 9 ,¡) r: ç 13 ~ ELEV A TION N.T.5. Site Number: DA-2213-0-A Site Name: NRH-Amundson Water Tower Market: Dallas B-1 P.04 ExiSTING f.lANDRAIL EXI&TING WATER TOOER EXI&TlNú PAINTERS RING NEW WESTERN ANTENNAS MOUNTED TO ExiST. PAINTER& RAIL ITYP. OF &) 12' X I~' ROLL-UP SERviCE DOOR VOICESTREAM AMUNDSON W.T. 9-10-99 TOWER LEASE WITH OPTION TillS TOWEI~ LEASI': WITII OPTION ("Lease") is by and bdween City of North Richland Hills ("Landlord") and Cook Inkt/VOlceStream PCS, LL.C, a Delaware limited liability company ("Tenant") 0,Uilim to Lease (a) In consideration of the payment of Five Ilundred and Noll O() Dollars ($S()(),()()) (the "Option Fee") by Tenant to Landlord, Landlord hereby grants to Tenant an option to lease the use of a portion of the tower and real property descnb~d III the altached Exhibit A (the "Property"), on the tenns and conditions set fÖrth herein (the "Option") The OptIOn shall be loran initial lêrn;- of six (6) months, commencing on the Ellcctive Date (as ddiJlêd below) and endlllg ,200 (the "Option Period"), The Optionl'eriod may be exlênded by Tenant for an additional ~i~((») months upoi~~rilten notice to Landlord and payment of the sum of Five Ilundred and Noll 00 Dollars ($SOO,O()) ("Additional Option Fee") at any tnne prior to the end of the Option Period. (b) During the Option Period and any extension thereoL and during the lênn of this Lease, Landlord agrccs to cooperalê with Tenant in obtaining, at Tenant's expense, all licenses and pennits or authori¡ations required for Tenant's use 01 the I)remises (as defined below) Irom all applicable government and/or regulatory entities (including, without limitatiolL /oning and land use authorities, and the Federal Commullication Commission ("FCC") (the "Govenunental Approvals"). IIldulllllg appointing Tenant as agent tÖr all land use and /,onmg penl11t applications, and Landlord agrccs to cooperalê WIth and to allow Tenant. at no cost to Landlord. to obtain a tille report. mning approvals and variances. land-use pellnits, and Landlord l~xpresslv grants to Tenant a right of access to the Property to perlÖnn surveys, soils lêsts. and other engll1eenng procedures or envlrolllnental mvestigations on the Property, necessary to detennine that Tenant's use of the Premises will be compatible with Tenant's engineering specilications. system design, operatiollS and Governmental Approvals, I )unng the Option Period and any exlênsion thereol~ Tenant may exercise the Option by so notifying Landlord in writing. at Landlord's address III accordance with Section 12 hereof. (c) If Tenant exercises the Option, then, subject to the (()lIowing lêllns and conditions, Landlord hereby leases to Tenant the use of that portion of the tower and Property, togdhcr with easements for access and utilities, described and depicted III the attached Exhibit B (collectivcly rderred to hereinaller as the "Premises"). The Premises. located at R4S\ Davis Blvd, North Richland I lills, Texas 761 RO, comprises approximately 600 square lCd, 2 Telln, The initial tenn of the Lease shall be live (S) years commencing on the date of exercise of the Option (the "Commencement Date"), and terminating at midnight on the last day ol'the initiallêrm (the "Initial Telln"), 1, PellniJlêcJ.J Jse, The Premises may be used by Tenant I()r, among other things, the transmission and recc:ption of radIO coml11unication signals and for the constrnction, installation, mainlênance, repair or replacement of related IÜcilities. tower and base. anlênnas, microwave dishes, equipment shelters, and related activities, 4 ~DJ Tenant shall pay Landlord, as rent. One Thousand And Filly and Noll 00 Dollars ($1.0')000) per 1110nth ("Rent") I~ent shall he pavable ] advance beginning on the Commencement I )ate for the remainder of the month in which thc COlnmencel11ent Date 1¡¡lIs and tÒr the IÖllowing month. and therealler rent will be payable monthly in advance on the tilìh day oll:ach month t(n the 1()lIowmg month to City of North Richland I lills at Landlord's address specified in Section 12 belm\ If IhlS I ,ease is lênnlllated at a tune other than on the last day of a month, Rent shall be prorated as of the date of telll11nalIOII I(JI am reason other thall a det;mll by Tenant. and all prepaId Rent shall be refunded to Tenant ') Renewal. Tenant shall have the right to extend this Lease I()r five (S) additional. live-year lêllns ("Reneyyal Term") Each Renewal Term shall be on the same tellns and conditions as set forth herein, except that rêllt shall be increased bv percent ( 'Xi) of the rent paid over the preceding telln, This I,ease shall automatically renew !()!' each SUCCL:SS1Ve Renewal Telln unless Tenant notilies Landlord, in writing, of Tenant's intention not (0 renew this Lease, at least sIxty (ÚO) days prior to the expiration of the Initial Term or any Renewal Tenn, If Tenant shall remain in possession of the !'remIses at the expiration of this I ,ease or any Renewal Term withollt a \vrilten agreemêllt, sllch tenancy shall be dccmed a month-to-month tenancy llnder the same tellns and conditions of this Lease, (1. Interlcrence, Tenant shall not llse the Premises in any way whIch interferes with the llse of the Propert v bv Landlord, or lessees or licensees of Landlord. with rights 111 the Property pnor in time to Tenant's (subject to Tenant's riµhts ll!\lier this Lease, including witholltlimitation, non-interlcrence). Similarly, Landlord shall not lise, nor shall Landlord permit its licensees, employees, invltees or agents to use, any portion of the Landlord's properties in any way which interICres wIth the operations of Tenant. Sllch interICrence shall be deemed a material breach hy the interlering party, who shall, upon YHltten Site Number: Site Name: Market: I )A-2222-0 NRII-Davis CR100 1- ºªl@§ Rev, 8/99 notice Irom the other, be responsible for tenninating said interference, In the event any such interlèrence docs not cease promptly, the partIes acknowledge that continuing interlerence may cause ilTeparable injury and, therc1ore, the in)ured party shall have the right, m addition to any other rights that it may have at law or in equity, to bring a court action to enjoin such intcrlCrence or to tenninate this Lease immediately upon written notice, 7 IlIl.mQ~Jnents~ IJtilities~ Access (a) Tenant shall have the right, at its expense, to erect and maintain on the Premises improvements, personal propertv and Iacilities necessary to operate its system, including, without limitation, radio transmitting and receiving antennas, microwave dishes, equipment shelters, and related cables and utility lines (collectively the "Antenna Facilities"), The Antenna FacilIt les shall be 1I11tiallv configured generallv as set forth in the attached Exhibit C. Tenant shall have the right to replace or upgrade thc Antenna FacIlIties at any time dunng the tenn of this Lease, Tenant shall cause all construction to occur lien-li'ee and m compliance wIth all applicable laws and ordinances, The Antellna Facilities shall remain the exclusive property of Tenant. Tenant shall have the right to remove the Antenna Facilities at any time during and upon termination of this Lease so long as Tenant is not in dc1ault under this Lease, (b) Tenant. at its expense, may use any and all appropriate means of restricting access to the Antenna Facilities, mcludmg without lnmtatlOn, the constructJon of a lencc (c) Tenant shall pay any additional utilities charges due to Tenant's use, Tenant shall have the right to install ulÌlItles. at Tenant's expense, and to improve the present utilIties on the Premises (including, but not limited to, the installation or emergencv power generators), Tenant shalL wherever practicable, install separate meters for utilities used on the Property, In the event separate mcters arc not installed, Tenant shall pay the periodic charges !(Jr all utilitIes attributable to Tenant's use, (d) As partial consideration IÓr Rent paid under this Lease, Landlord hereby grants Tenant an casement ("I:asement") !()r ingress, egress, and access (including access !(Jr the purposes described in Section I) to the PremIses adequate to install and maintain utilities, which include, but arc not limited to, the installatIon of power and telephone service cable, and to service the Premises and the Antenna Facilities at all times during the Initial Tenn or this Lease or any Renewal Telln, Any I':asement provided hereunder shall have the same tenn as this Lease, Ie) !cnant shall have 24-hours-a-day, 7-davs-a-wcek access to the Premises at all times during the Initial Term of IIus lease and am Renewal Tenn, g Termination, Except as otherwise provided herein, this Lease may be tenninated, without any penalty or rurther !t,lbility as !(JlIows: (a) upon thirty (30) days written notice by Landlord !(Jr !¡Iilure to cure a material dc1¡lult !(Jr payment of amounts due llllder this Lease within that thirty (30) day period: (b) upon thirty (30) days written notice by either party ir the other party det¡lUlts and t¡Üls to cure or commence cllnng such de!¡lult within that 30-day period, or such longer period as may be required to diligently complete a cure commenced withm that 30-day pcriod~ IC) ¡m1I1edlately if Tenant notifies Landlord or unacceptable results of any title report, environmental or soil tests pnor to Tenant's installation of the Antenna Facilities on the Premises, or ir Tenant is unable to obtain, maintain, or otherwise ¡[¡rfeits or cancels any license (including, without limitation, an FCC license), pennit or <ìovenunental Approval necessan to the installation andlor operation or the Antenna Facilities or Tenant's business~ (d) upon nmety (90) days written notice bv Tenant if the Premises arc or become unacceptable under Tenant's design or engmeenng speCl!icatlOns !(Jr its Antenna Facilities or the communications system to which the Antenna Facilities belong: (e I Immediatelv upon \\1'itten not¡ce ¡I' the Premises or the Antenna I'acllitles arc destroyed or damaged so as nl Tenant's reasonable)udgmentto substantially and adversely affect the e!ketive use of the Antenna Facilities, In such event, all nghts 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 andlor Antenna Facilities arc restored to the condition existing immediately prior to such damage or destruction~ or (I) at the time title to the Property transfers to a condemning authority, pursuant to a taking of all or a portIon or the Property surticient in Tenant's determination to render the Premises unsuitable tor Tenant's use. Landlord and Tenant shall each be entitled to pursue their 0\\11 separate awards with respect to such taking. Sale of all or part of the Property to a Site Number: Site Name: Market: I )A-,22.22-0 NRII-I )avis CR300 I Dallas Rev. 7199 ,2- pun:haser w¡(h the power or eminent domain in the face or the exercise or the power shall he treated as a takm[.( hY C(Jndemlwt!ol¡ 'J. Taxes Tenant shall pay any personal property taxes assessed on, or any portion or such taxes attrihutable to, the Antenna Facilities, In Ihe event that Landlord Illils to pay any real property taxes or other fces and assessments attnhutahle to the Property, Tenant shall have the righC hut not the ohligation, to pay said taxes and deduct them from Rent amounts due under thIs Lease 10 !llsunulce and SuhrogatlOn, (a) Tenant will provide Commercial General Liability Insurance in an aggregate amount or One Million and nollO() I )ollms ($ UI()OJ)()O,()()) and name Landlord as an additional insured on the policy or policies Tenant may satlsly thIs requirement by obtaining the appropriate endorsement to any master policy or liability insurance Tenant may maintain. (b! Landlord and Tenant hereby mutually release each other (and their successors or assigns) Irom liahility and waive all nght of reeovery against the other for any loss or damage covered by their respective first party property insurance policies ror all perils insured thereunder. In the event of such insured loss, neither party's insurance company shall have a subrogated claim against the other. II UQ.i!.t IlaImless Tenant agrees to hold Landlord harmless lì'om claims arising li'om the installation. use. mamtenance, repair or removal or the Antenna Facilities. except fÒr claims arising Irom the negligence or intentional acts of Landlord. ItS employees. agents or independent contractors, 12 Not!l:.Ci!. All notices, requests, demands and other communications herennder shall be in \\Titing and shall he deemed given ir personally delivered or mailed. certified mail, retum receipt requested, or sent by ovemight canier to the tÓllowmg addresses UJ,Q TellanL to: 11' to Landlord, to: Cook Inlet/VoiccStream PCS. L.L.C, c/o VOlceStream PCS BTA I Corporation ì(J50 - 13 I" A venue SE. Suite 400 Hellevue. W A 9XOOG Telephone (425) 5XG-X700 Faesimile (425) 5X()-X()40 Attn: PCS I ,easing Administrator With a COPy to, Alln: Legal Department City or North Richland I lills no I NE Loop X2() North Richland I lills, Texas 7G I XO Telephone: (X 17) 5X 1-550() Facsimile (X 17) (,5G-7545 10, QtIJ,c.lJimoyment, litle and Authonty Landlord covenants and wanants to Tenant that (¡) Landlord has lìdl !lght. power and authority to execute this Lease~ (ii) it has good and unencumhered title to the Premises tree and clear of am liens or mortgages, except those disclosed to Tenant which will not interlere with Tenant's righls to or use of the Prenllses: and (ili) execution and perlèmnance or this Lease will not violate any laws, ordinances, covenants, or the provisions or am mortgage, lease, or other agreement hinding on Landlord, Landlord covenants that at all times during the tenn or thIs Leasc. Tenant's quiet enJoyment or the Premises or any part thereor shall not he disturbed as long as Tenant is not in del;1ll1t hevond ,illY applicable grace or cure period, 14, l/nvironmental Laws. Landlord represents that it has no knowledge or any suhstance, chemical or waste (collectivelv "lla/,ardous Suhstance") on the Property that is identi1ied as hazardous, toxic or dangerous in any applicable kderal. state or local law or regulation, Tenant shall not introduce or use any such substance on the Property in violal1on of any applicable law, I.andlord shall be responsible lè1r, and shall promptly conduct any investigation and remediation as requlIed hv any applicable environmental laws, all spills or other releases or I lazardous Substance not caused solely bv Tenan\. that have occurred or whIch may occur on the Property, Lach pal'l v agrees to defcmL nHlcmJ1ltv and hold the other hannlcss li()n and against any and all claims. causes or action, demands and liability including, but not liI11lted to. damages, costs. expenses, assessments, penalties, fines, losses, judgments and attorney's fces that the indemnitee may suiTer Jue to thl~ eXIstence or discovery or any llazardous Suhstance on the Property or the migration or any Ilazardous Suhstance to othel properties or released into the environment, that relate to or arise irom the indemnitor's activities during or prior to the COlllmencement of this Lease, The inJemnitications in this section specilically include, without limitation, costs incurred in connection with any investigation or site conditions or anv cleanup, remedial, removal or restoration work required by ill\\ gove!lJlnental authoritv Site Number: Site Name: Market: I )A-2222-0 NRII-Davis CR100 I Dallas Rev, 7/99 - 3- I';, ¿\sslgnment and Subleasing, Tenant may assign this Lease upon written notice to Landlord, to any person controllmg, controlled hy. or under common control with Tenant, or any person or entity that, alkr first receiving the necessan I:ee licenses. acquires Tenant's radio communications husiness or assets and assumes all ohligations of Tenant under thIs Lcase \1pon such assignment, Tenant shall be relieved of all liahilities and ohligations hereunder and Landlord shall look solely to the assignee for perfonllance under this Lease and all ohligatlOns hereunder Tenant may otherwise assign this Lease upon' written approval of Landlord, which approval shall not hc unreasonahly delayed or w1lhheld, Tenant may sublease the I'remlses upon notice to Landlord, provided any such subtenant agrees to abide by the tenns of this Lease, ^dditlOnallv, Tenant may, upon notice to Landlord, mortgage or grant a security interest in this Lease and the ^ntenna Facilities, and may assign this Lease and the ^ntenna Facilities to any mortgagees or holders of security interests. mcluding their successors or assigns (collectively "Mortgagees"), provided such Mortgagees agree to be hound hy the tenns and provisions of tIns Lease. In such event, Landlord shall execute such consent to leasehold rinancing as may reasonablv be required hy Mortgagees Landlord agrees to notify Tenant and Mortgagees simultaneously of any dclault by Tenant and to give Mortgagees the same right to cure any debult as Tenant or to remove any property of Tenant or Mortgagee located on the Premises, except that the cure period for any Mortgagees shall not be less than thirty (30) days after receipt of the detÚult notice, as provided in Section X, ^ll such notices to Mortgagees shall he sent to Mortgagees at the address specified by Tenant hniure bv Landlord to gIve Mortgagees such notice shall not diminish Landlord's rights against Tenant, but shall preserve all rights or Mortgagees to cure any dclÚult and to remove any property of Tenant or Mortgagees located on the Premises as provIded m Section 17 of this I ,ease, I (L Successors and ^ssigns, This Lease and any casement granted herein shall run with the land, and shall be bmding upon and inure to the bene/it of the parties, their respective successors, personal representatives and assigns, 17, Wmver of Landlord's Lien, Landlord hereby waives any and all lien rights it may have. statutory or otherwise conccrmng the 1\ntenna Fac1lities or any portion thereof which shall he deemed personal property for the puq)()ses of tins I.ease, regardless of whether or not the same is deemed real or personal property under applicable laws, and Landlord gives Tenant and Mortgagee the right to remove all or any portion of the same from time to time, whether before or atkr a deLlLilt under thIs Lease, in Tenant's and/or Mortgagee's sole discretion and without Landlord's consent I X M.!!'cell.illleOUS (a) The substantially prevailing party in any liligation arising hereunder sha1l he entitled to its reasonable attorneys' fees and court costs, including appeals, if any, (b) Each party agrees to fumish to the other, within ten (10) days idkr request, such truthful estoppel infonnatlOn as the other may reasonahlv request (c) This l.ease constitutes the entire agreement and understanding of the parties, and supersedes all otfers. negotIatIOns and other agreements. There arc no representations or understandings of any kind not set forth herem ^11\ amendments to thIs Lease must he in writing and executed by both parties, (d) Lach party agrees to cooperate with the other in executing any documents (including a Memorandum of I ,ease In suhstantwlly the fonn attached as Exhibit D) necessary to protect its rights or use of the Premises, The Memorandum 01 I ,case may be recorded in place orthis Lease, hy either party In the event the Property is encumhered hy a mortgage or deed of trust. Landlord agrees, upon request of Tenant, to obtain and IÌJmish to Tenant a non-disturbance and attomment agreement It)r eaL'l1 such mortgage or deed of trust, in a fonn reasonably acceptable to Tenant Tenant mav obtain title insurance on its interest in the I ,cased PremIses Landlord agrees to execute such documents as the title company may require m connection therewith (C) Ilns Lease shall be construed in accordance with the laws of the state 111 which the Property IS located, II) lIany tenn of thIs Lease IS ¡lJund to be void or invalid, such 1I1validity shall not al1èct the remmning tenns of tillS Lease. wInch sha1l continue in fu1l force and enect The parties sha1l agree that if any provIsions are deemed not enforceable, they shall be deemed modi lied to the extent necessary to make them enfÒrceable, ^ny questIOns of parl1cular 1I1terpretatlOn shall not he 1I1teq)reted against the draftsman, hut rather in accordance wIth the (àir meaning thereof. (g) The persons who have executed this Lease represent and warrant that they are duly authori/ed to execute this i.ease in their individual or representative capacity as indicated, (h) This Lease may be executed in any numher of counterpart copies, each of which shall be deemed an onginal. but all of which together shall constitute a single instrument Site Number: Site Name: Markel: l>b..~2222-() NRII-I )avis CR300 I Dallas Rev, 7/99 - 4- (1) AI! LxhlhIts rderred herein and any Addenda arc nH;orvorated herein for all purposes The parties understand and acknowledge that Exhihit A (the legal descnptIon of the Property), l':xhihit B (the Premises location within the PropertYL and ]<:\1111111 ç (the site plan) may he attached to this Lease in preliminary rÖnn, Accordingly, the parties agree that upon the preparation of l¡naL more complete exhihJts, I':xhihits A, B andJor C, as the case may he, which may have been attached hereto in preliminary fÖrm, may he replaced hy Tenant with such finaL more complete exhihit(s). The terms of all Fxhibits arc mcorporated herein for all purposes, The Effeetive Date of this Lease ("Effective Date") is the date of execution hy the last party to sign LAND!,()IW City of North RIchland lIills Bv --~._~~ Pnnted Name: Its l )ate l./\NDLOlW I)v: ¡'!lnted Name Its I )atc --~----- Il'NANT Cook [n!et/VOlccStream PCS, L.LC" a Delaware limited liahilitv companv By: VOlccStream PCS lHA ] COl1}()ration, its Agent ¡]v Printed Name: "--~- Its, ----_...._""-- ---------"..-- I )atc ----_.._----_._-----~-----------~ Site Number: SiIe Name: Market: l )A-2222-0 NRI I-Davis ('R300 I Dallas Rev 7/99 - 5- ADDENDUM TO TOWER LEASE WITH OPTION (Additional Terms In the event or connict or inconsistency between the terms or this Addendum and the Lease, the tenns or the Addendum shall govelll and control. Addendum to the Tower Lease with Option dated September ~_' 1999, between City of North Richland IIills, as Landlord, and Cook Inlet/VoiœStremn PCS, LL.C" a Delalware limited liability company, as Tenant. In the event or connict or inconsistencv bet ween the tenns of this Addendum and the Lease, the tenns orthis Addendum shall govelll and control. All capitalized tenns shall have the same meaning as in the Lease, Se(;tiOlt±-<2f the1..~ª"e is _deletedm,lliJ:eplaœd bv the rollowing: Tenant shall pay Landlord, as Rent, One Thousand and FiJly and no\ I 00 Dollars ($1,050) per month (" Rent") The monthlv rent shall be subjeet to an annual increase of three perœnt (3'%), such increase to take ciTect on the anniversary date or the Commenœment I )ate, Rent shall be payable in advanœ beginning on the Commenœment I )ate 1'01' the remainder or the month in which the Commenœment I )ate li¡lIs and 1'01' the rÖllowing month, and thereaJler rent will be payable monthly III advance on the lïJlh day of each month for the rollowing months to City of North Richland Hills at Landlord's address ,pl~c¡Jïed m SectIOn 12 bel()\\ Ifthis Lease IS ten111nated at a tune other than on the last day or a month, Rent shall be prorated ;IS or the date or tennmation le)r any reason other than a default by Tenant, and all prepaId Rent shall be refunded to Tenant. 2, SectlOn_S or the Lease is deleted and replaced with the folhJwing: Tenant shall have the right to extend this Lease for lïve (5) additional. IÏve-year te1ll1S ("Renewal Term"), I':ach Renewal Tenn shall be on the same terms and conditions as set forth herein, This Lease shall automatically renew le)r each sLlccessive Renewal Tenn unless Tenant noti1Ïes Landlord, in wriling, of Tenant's intention not to renew this Lease, at least sixty ((¡O) days prior to the expiration of the Initial Tenn or any Renewal Tenn, If Tenant shall remain in possession of the Premises at the expiration of this I ,ease or any Renewal Term without a wrillen agreement, such tenancy shall be deemed a month-to-month tenancy under the same terms and conditions of this Lease, Seet]on 20 IS added to the Lease as le)llows Upon termination of this Lease, upon dctillllt by Tenant or otherwise, Tenant shall remove the Antennae Facilities ;mu retuIll the Premises to Lanulord, in good useable condition, nonnal wear and tear exeepted, Site Number: Site Name: Market: I )A-222~.:1! J'.JJm::Davis CIUOO]- Dallas Rev, 8/99 L^NDLORD City or North Richland llills l]v, Printed Name: Its: I J\NDLOIW Ih Pnnted Name: Its TI:N^NT Cook lnleUVoiceStream PCS, LLC, a Delaware limited liahility company I1v VOIccStream PCS !n^ I CorporatIOn, its ^gent Ih .-._~- Printed Name Its !)atc Site Number I )^-2222-() Site Name: NRI I-I )avis CIÜ()() 1 Market' Dallas Rev, 7/99 Site Number: Site Name: Market: DA-2222-0 NRII-Davis CR100 I º-alla~ EXHIBIT A Legal Description The Property is legally described as follows: BRENTWOOD ESTATI/S ADDITION-NRH BLK LOT IB Ä-1 EX5~ING CHARINK FEI\C:: TO REMAIN Site Number: Site Name: Market: EXHffiIT B Premises Location within the Property The location of the Premises within the Property is more particularly described and depicted as follows: / ---7---~ I.ti:>Efi(,RCI\.I\D CON:>U:T 'OR ANTENNA CA3LE5 ELEV A TION NT,S. DA-2222-0 NRH-Davis CR3001 Dallas B-1 EXISTING TCUER NElli UJES TERN ANTENNAS MOUNTED TO TOIlER LEe. !TYP. OF f:J) ROUTE CABLES UP TOWER LEe. CA6LES ROUTED ON TO\J.ER LEe. SUPPORTS NElli UJESTERN EQJIf'MENT \" EXISTiNG CµAINLI"'K FENCE \ TO REMAIN \ , VOICESTREAM SHADY GROVE W.T. 9-10-99 EXHIBIT C Site Plan ---., F'~~"'="~'~~~'="'~~='~'~~~= .,~./~~~ Ü D~-- -·r- II , 'I: - e__ , : ~ \I I ,I. i II : ¡ - , . ~ r i 1 II I I I: 1 I. i : 'II - I 'j II ) ~ ' / . ~ ,,I \ \I / ~ I li / , !! ' ~"/ Ii I II r- .:-J':i I: I' II 'i 0 [(".j ¡ , i . ~ 10° I ~'AA'~ \. ' . ~ '':;:' ~ ¡".¡ '1 ' I' ~ I ~ 8· / .... II '~H'" . - - <" 1 ~...~ "'". .,. ,j Rf, I/C·~ - ¿DNPUI1 ~ -:;. !I . --= _.d \K)~"""OUND I Il J.. . -=..! =-=-_ FORAN1E~___.. ''>< _ .., , ,_~.=.. c.AeLE~· I I ~ . no ~i ¡;¡ _~~=- _ I ._ IJ7 . -=-'- __ ,..,,~ "',7 L~;~ .:. -I, "~t~ .~.. ~~_~" VSoHIAcDE;~~Ó'V~ w.r. t '0'.0' '}.. _~" I -- ~ "·0' cwo. ~"A!t<.I"'- FENCë 9-10-99 I ...y.....- - EX'~T,_ · i SITE PLAN N.T.!:>. Site Number: Site Name: Market: OA-2222-0 001 NRH-Oavis CR3 Dallas C-1 1\I1¡:L1<.ecordimU<'etum to Cook InlctlVoiceStream PCS, L.L.c. Attn: Lease Coordinator '11,'777 North Stemmons Fwy, lower II, SUIte 200 Dallas, Texas 75247 Parcel No, 0440 I gl) I EXHIBIT D Memorandum of Lease and Option Between City of North Richland Ihlls ("Landlord") and Cook Inlct/VoiceStream PCS, L.L.C., a Delaware limited liability company ("Tenant") A Tower Site Lease with Option ("Lease") by and hetween City of North Richland lIills ("Landlord") and Cook Inlet/VoiceStream PCS, L.L.c.("']'enant") was made regarding the following property: See Attached Exhihit "A" and Exhibit "B" incorporated herein ()r all purposes The Lease IS for a ten]] of five (5) years and will commence on the date as set forth in the Lease (the "Commencement Date") and shall tenmnate at mIdnight on the last day of the month 111 wInch the Illlh anniversary of the Commencement Date shall have occurred, Tenant shall have the nght to extend this Lease le)r five (5) additional lIve-year terms IN WITNESS WIlEREOF, the parties hereto have respectively executed this memorandum on the ________ ' llJlJ ~ (c1Tecti ve as of the date of the last party to sign), da\ of I/\NDIORI) Citv of North Richland llills IJv: Printed Name: ~.~------ Its I )ate: -- lANDLORD Ih ._...-..._----~-- I'rmted Name ----- Ite: -----------_._----------_.~--------- I )ale TI 'NANT Cook InlcUVOlceStream PCS, L.L.C.. a Delaware limited liability company By VOlceStream PCS BTA I CorporatIOn, its Agent Hy I'rmted Name' Its Date: Site Number DA-2222-0 Site Name !'-!l<1J-1 )avis CR300 1- Market: Dallas Rev, 7/99 fNotaryfor Landlordf fNotary block for Corporation, Partnel'.'.IÛp, Limited I-iability Companyf ST ATE OF TEXAS ----~--,----- ) ) ss. ) COUNTY OF . I title I Itype of entityl. on -.--------- This instnlIl1ent was acknowledged before me on _ of I name of entity I· by a behalf of said Dated: Notary Public Print Name My commission expires (I ',,, thIs 'pa"" I'Jr notary stamp/seal) Site Number: Site Name: Market: I26.~2222d2 Nl<J U)¡lyj~LÇR-illQl Dallas 0-1 ¡Notary block for Tenant/ STATE OF WASHINGTON ) ) ss. ) COUNTY OF KING I certifv that I know or have satisfactory evidence that is the person who appeared before me. and said person acknowledged that he/she signed this instnllnent, on oath stated that he/she was authorized to execute the instnllnent and acknowledged it as the VoiceStream PCS BT A I Corporation, a Delaware Corporation. as Agent for Cook Inlet/VoiceStream PCS. L.L.c.. a limited liability company to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: --- Notary Public Print Name My commission expires (l rs., this spaœ !()r notary stall1p/s~al) Site Number: Site Name Market: D^-2222-0 NRII-Davis CIOOO I Dallas D-3 Site Number: Site Name: Market 12^-2222~) NRII-I )avis CR300 I Qallê!§ EXHIBIT A Legal Description The Property is legally described as follows: BRENTWOOD ESTAI1~S ^DDITION-NRI I BLK LOT 1B A-1 EXHIBIT B Premises Location within the Property The location of the Premises within the Property is more particularly described and depicted as follows: EX 57¡N(; O.jAINcINK FEt\c: TO REMAIN / ; ---7---- \.I'<;)EI«,RCII.W caou; T FOR ANTENNA CA3LE5 ELEV A TION NT5. Site Number: Site Name: Market: DA-2222-0 NRH-Davis CR3001 Dallas B-1 EXISTING Tcu.ER NEW UES TEI'N ANTENNAS MOUNTED TO Tou.ER LEe:. rTTP,OF¡¡'¡ ROUTE CABLES UP TOUIER LEe:. CABLES I<OJTED ON TOJ..ER LEú SUPPORTS NEW UJESTEI'N EQJIf'MENT \" EXI5T'NC; CJ..IAINLlNK FENCE \ TO REMAIN \ VOICESTREAM SHADY GROVE W.T. 9-10-99 Parcd No 1144111891 Memorandum of Lease and Option Between City of North Richla\1l11 hils ("Landlord") and Cook InlcUVOlccStreamPCS, L.LC, a Ddaware limited habihty company ("Tenant") A Tower Site Lease with Option ("Lease") by and between City of North Richland Ihlls ("I,andlord") and Cook Inlcl/VoiceStream PCS, L.L.C ("Tenant") was made regarding the following property: See Attached Exhibit "A" and Exhibit "]\" incorporated herein lar all purposes The Lease is for a tenn of live (5) years and will commencc on the date as set lìxth in the Lease (the "Commenecment Date") and shall tenninate at midnight on the last day of the month in which the tiHh anniversarv or the Cmnmencement Date shall have occurred Tenant shall have the right to extend this Lease for live (5) additiona1 five-vear terms IN WITNESS WIIEREC)F, the parties hereto have respeclively executed this memorandum 011 the _ ' 1 99 ~ (clTective as of the date of the last party to sign). dm of --_.~------ I/\NI )LORD Citv of North Richland lIills Ih I'rinted Name: --~---- Its I)ate: -~---- LANDLOIW 1\\ _..~--------'- --~~-- ¡'rinted Name Its I)ale TINAN! Cook Inlct/VoiceStream PCS, 1,.1.('" a I klaware hmited liabihty company Bv VOlccStreaml'CS BTA I CorporatJOn, liS Agent IJv Printed Name: Its I )ate Site Number: I )A-2222-0 Site Name: NRII-Davls CR300 1- Market: Q'!ll.",-" Rev, 7/99 ¡Notary for LandlordJ ¡Notary block for Corporation, Partnership, Limited Liability CompanyJ COUNTY OF ) ) ss. ) STATE OF TEXAS ---_..~...._--- This instrument was acknowledged before me on __ of Iname ofentity. by ___-------- . Itltlel a Itype of entity I. on _.-.__..__.,--------_.__._---~ behalf of said ---.-- Dated: Notary Public Print Name My commission expires (1 'se this space ()r notary stamp/seal) Site Number Site Name: Market: I )A-2222-0 NRlI-)avis CR300 I DallC!§ ¡Notary block for Tenant! COUNTY OF KING ) ) ss, ) STATE OF WASHINGTON I certIfy that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument. on oath stated that he/she was allthori/,ed to execute the instrument and acknowledged it as the VoiceStream PCS BT A I Corporation. a Delaware Corporation, as Agent for Cook Inlet/VoiceStream PCS, LLC., a limited liability company to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument Dated: _.-~ Notary Public Print Name My commission expires (! :", this 'pace (,r notary stampiseal) Site Number: Site Name Market D^-2222-0 NRH-Davis CR300 I Dallas Parcel No.04401891 Memorandum of Lease and Option Between City ofNortlt Richland Hills ("Landlord") and Cook InletJVoiceStream PCS, L.L.C., a Delaware limited liability company ("Tenant") A Tower Site Lease with Option ("Lease") by and between City of Nortlt Richland Hills ("Landlord") and Cook InJetJVoiceStream PCS, L.L.C. ("Tenant") was made regarding the following property: See Attached Exhibit "A" and Exhibit "B" incorporated herein for all purposes The Lease is for a term of five (5) years and will commence on the date as set fortlt in the Lease (the "Commencement Date") and shall terminate at midnight on the last day of the month in which the fit1h anniversary of the Commencement Date shall have occurred, Tenant shall have the right to extend this Lease for five (5) additional five-year terms, IN WITNESS WHEREOF, the parties hereto have respectively executed this memorandum on the _ day of , 199_ (effective as of the date of the last party to sign), LANDLORD: City ofNortlt Riehland Hills By: Printed Name: Its: Date: LANDLORD: By: Printed Name: Its: Date: TENANT: Cook InletJVoiceStream PCS, L.L.C., a Delaware limited liability company By: VoiceStream PCS BTA I Corporation, its Agent By: Printed Name: Its: Date: Site Number: Site Name: Market: DA-2222-0 NRlI-Davis CR3001- Dallas Rev, 7/99 {Notary for LandlordJ (Notary block for Corporation, Partnership, Limited Liability CompanYJ COUNTY OF ) ) ss. ) STATE OF TEXAS a , [title] [type of entity], on This instrument was acknowledged before me on of behalf of said [name of entity]. by Dated: Notary Public Print Name My commission expires (Use tlus space for notary stamp/seal) Site Number: Site Name: Market: DA-2222-0 NRH-Davis CR3001 Dallas [Notary blockfor Tenantj COUNTY OF KING ) ) ss. ) ST ATE OF WASHINGTON I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Voice Stream PCS BTA I Corporation, a Delaware Corporation, as Agent for Cook Inlet/VoiceStream PCS, L.L.C" a limited liability company to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Name My commission expires (Use this space for notary stamp/seal) Site Number: Site Name: Market: DA-2222-0 NRH-Ðavis CR3001 Dallas Site Number: Site Name: Market: DA-2222-0 NRH-Davis CR3001 Dallas EXHmIT A Legal Description The Property is legally described as follows: BREN1WOOD ESTATES ADDmON-NRH BLK LOT lB Ä-1 EmmIT B Premises Location within the Property The location of the Premises within the Property is more particularly described and depicted as follows: EX'571NG eµAIN~INK FE"'C: TO REMAIN ---7---~ LtiOEFlGRCIIW Cae\H FOR ANTE~A CA:lLE& ELEV A TION N.T.5. Site Number: Site Name: Market: DA-2222-0 NRH-Davis CR3001 Dallas B-1 EXI&TINC> Ta1.ER NEW u.E!>TEFiN ANTENNA!> MOUNTED TO TOJER LEe. (TTF. Of &) P<aJTE CABLE!> UP TOIlER LEe. CAeLE!> ROJTED ON T OJER LEe. 5UPPORT& NEIIJ \LE5TEI'I'I EQUIf'MENT '\ EXI5T1t-G CHAINLINK FENCE \ TO f<EMAIN VOICESTREAM SHADY GROVE W.T. 9-10-99 TOWER LEASE WITH OPTION THIS TOWER LEASE WITH OPTION ("Lease") IS by and betwccn OJS ()L]\ºr1I.!I~.!çhll!1~UElls ("Landlord") and C'nok Inlcl/VOI<:cStream PC'S. LLC, a Ddm\ilTe limited liabillh company ("Tenant") I OP!tol}j(}Lÿ¡¡se (a) In conslderallon of the payment nf Fl\e Hundred and Noll 00 Dollars ($:'íOOOO) (the "Option Fcc") byknant to Landlord. Landlord hereby grants to Tenant an option to lease the use of a portion of lhe tm\er and real property described 111 the ¡¡llached f~\hlºIlI\ (the "Properh"). on the terms ¡¡nd condItions set forth herein (the "Option"), The OptIon sh¡¡1I be for ¡¡n II1ll1al term of si"\. ((,) months, commencing on the EITectì\e Dale (as dclined belO\\) and ending 200 (the "Option Period") The OptIOn Period ma\ be c"\.tended by Tenant lor an addItIOnal Sl:\ ((,) 1I10nths upon \\rillen notice 10 Landlord and payment of the sum of FI\e Hundred and Noll 00 Dollars ($:'íOOOO) ("Additional OptIon Fcc") at an~ time prior to lhe end of the Option Penod, (b) Durll1g the Opllon Penod and all\ e"\.tenslOn thereoL and during the term of this Lease, Landlord agrees to cooperate \llth Tenant 111 obtall1l11g, at Tenant's e"\.pense. all licenses and permits or authorizations required lor Tenant's use of the Prenllses (¡¡s delined bel(m) lì-orn all applicable goyernment and/or regnlatory entities (including, \\ithout Innitallon. /.Oning and land use authonlles. and the Federal ('ommumcation Commission ("FCC") (the "Governmental Appro\als"), ineludmg appointing Tenant as agent IlJr ¡¡II land use and /Oning pennit applications. and Landlord agrees to cooperate \\ith and to allcm Tenanl. at no cost to Landlord. to obtain a title repol1. /.Oning apprmals and \ anances, land-use penmts. and Landlord e"\.pressh grants to Tenanl a right of access to the Propert\ to perform sun eys. soils tests. and other engineering procedures or emironmenwl II\vesllg¡¡tlons on the Properl\. necessary to determine that 'I enant's use of the Premises will be compatible \\ ith Tenant's engineering specílications. system desIgn. opcratlons and GO\Crllmental Approvals, During the Opllon Penod and any extensIOn lhereoL Tenant may ewrcise the OptIOn by so notll\mg Landlord in writing. at Landlord's address m accordance with SectIon 12 hcreof (c) I I' Tenant exercises the Option. then. subeet to the 1(¡lIowing tenns and conditIOns. Landlord hercby leases to T enanl the use of that porI Ion or the lower and Property. togethcr \\Ith casements lor access and utilities. described and depleted III the a[[ached ):"\.hl\)1I E3 (collecll\eIY relCrred to herelllarter as the "Premises") The Prenllses. locatcd at nOI Bursey Ro¡¡d. North Rlchland Hills. Texas 7(, I XU. compriscs approximately (,00 square reet 2 Term The lIlillalterm or the Lease shall bc II\e (5) \Cars commenelllg on the date or exercise or the OptIon (lhe "Conunencement Date"). and tenninating at midmght on the last day of the initíal term (the ""Initial Term', :;. PcrmnLçcJ.LJ~e, The Premises ma\ be used b\ Tenant foc among other things. the transnllSsion and recepllon or radIO commumealion sIgnals and for the construction. installation. maintenance. repair or replacement of'related facilities. lOwer and base. antennas. mlcrO\\a\ e dIshes. eqUIpment shelters. and related actl\itles 4 ßÇllt Ten¡lI1t shall pay Landlord. as rent. One Thousand Alld Fifh and No/ I 00 Dollars ($I.O:'íOOO) per month ("Rent") Rent shall be pa\ablc 111 advance beginning on the Commencemenl Datc lor the rcmainder of the month ill \\lllch the Commencement Date f¡¡lIs and for the following month. and thereafter rent will be payable monlhly 111 advance 011 the fIfth dm of each month IlJr the ()lIowll1g month 10 ('i~DfNorth Rích!¡)Ilº_Umf; at Landlord's address specified in Section 12 helm\ If tl1lS Lease is termmated at a tll11e othcr than on the last day of a month, Rent shall be proratcd as of the date of len11lnalÌon tlJr am reason other than a default b\ Tcnanl. alld all prepaid Rent shall be rclìll1ded to Tenant. " Rene\."11 T enallt shall have the nght to e"\.tend lhls Lease for fIye (5) additIOnaL fIye-year lerms ("Rene\.'al Term") Each Rcne\\al Tarn shall be on the same terms alld condlllons as set tÖrth herein. except that rent shall be increased b\ percent ( '~,,,) of the rent paid mer the preceding term This Leasc shall automatically renew for each successive Renewal Term unless renantnotllies l.andlord. in \\rillng. of Tenanl's II1tention not to rene\\ tillS Lease. at least sixty (hO) days pnor to thc explralioll or the Initial Term or am Renewal Term If Tenant shall remam in possession or the Prel11lSeS at the e"\.plration of this Lease or am Rene\\al Term \\ Ithoul a \\rillen agreement. such tenanc\ shall be deemed a month-to-month tenanc:, under the same terms and condlllons or tIlls Lcase (, InJerlcrellc.c:: Tenant shall not use the Premiscs in am \\ a, \dlÍch II1terlcres \\ Ith the use of the Propelh by Landlord. or lessees or licensees or Landlord. wilh rights 1I11he Property prior in time to Tenant's (subject to Tenant's rights under tills Leasc. lI1c1uding "ithout limitation. non-mterlcrence), Sínularh. Landlord shall not use. nor shall Landlord penmt ItS licensees. emplo\ccs. Imllces or agents to use, am portion of the Landlord's propertIes 111 am \\a\ which interlcres with the operations or Tenaut. Such illterterence shall be deemcd a material breach by the II1terlering party. who shall, upon \Hitlen notice Irom the other. be responsible tÖr tcnninatll1g said intcrl'crcnee In the event am such interlcrencc docs not cease promptlY. the partIes Sltp N~mp D¿\-n)2.:-0~A N R H-Bllr~(" W a"r Tm"'r- Rev 8199 Site Number acknO\dedg..: that contHluing Hlterfcr.:nce mm cause irreparable II1JUf\ and. therefor.:. the injured party sl~all have the nght III addlllon to al1\ other nghts that 11 ma\ ha\.: at la\\ or m .:qUll\. to bring a court action to .:nlom such II1terfcr.:nce or to t.:rrmuate this Leas..: Imm..:diatel\ upon \nill..:n notice 7. 1111 Qf2\...r.:I!lr.:!J t s.~lJtlli t!Ç~~~\(;çl.:.~~ i a) Tenant shall ha\e the righL at ItS expense. to erect and maintam on the Premises IInprovemcnts. personal property aud faCllItI..:s necessary to op.:rate its system. including. without limitation. radio transmittHlg and receiving antennas. micro\\avc dishes. ..:qUlpment sheÚers. and related cables and utility lllles (collecti\eh the "Antenna Facilities") The Antenna Facilities shall be initwlh configured gencralh as set forth in the al1ached l~shiÞ.I1_.r Tenant shall hme the right to replace or upgrade ihe Antenna FacilIties al al1\ tnne dunng th.: term of LIlIS L..:as..:, Tenant shall cause all construction to occur lIen-free and III complianœ with all apphcable la\\s and ordinances The Antenna Facilities shall remain the exclusive property of Tenant Tenant shall have the nght to remO\e the Antenna FacilIties at al1\ illne dunng and upon termination of this Lease so long as Tenant IS nol III default nnd..:r this L..:ase tb) TenanL at liS expens..:. may use al1\ and all appropriat..: means of r..:stnctmg access to th..: Antenna Facilities, Hlcludmg. \\ Ithout IlImtation. the construction of a fence IC) Tenant shall pay al1\ additlOnalutlhtles charges due to Tenant's use, Tenant shall hme the nghtto installutllIti.:s. al Tenant's expense. and to Impro\e the present utilities on the Premises (including. but not limited to. the installation of emergenc\ pm\..:r generators) Tenant shall. whereycr practicable. Hlstall separate meters for utlhtles us..:d on the Property In the C\e11l separate meters are not installed. T..:nant shall pm the penodlc chargcs for allutllitics attributable to Tenant's us.:, (d) As partial consideration for Rent paid under tIns Lease. Landlord hereby grants Tenant an .:asement ("Easement") for IIIgress. egress. and access (including access for the purposes described in Section I) to the Prermses adequate to IIlstall and l11allltal11 utilities. \dlÍch include. but arc not lim1led to. thc IIlstallation of pcmer and telephon.: service cable. and lo s..:nlce thc Premises and thc~ /\ntenna Facilities at all times dunng the Imllal T enn of this Leas..: or al1\ Ren..:wal Term AI1\ Easement prOl ided hereunder shall hm.: the same term as tlus Lease (e) T..:nant shall have 24-hours-a-day. 7-da\s-a-\\..:ek acc:css to the Pr.:mises at all times dunng the Initial Term of lhls lxase and al1\ R..:ne\\al Term x Ter:IJlIJl¡1l1011 Except as othef\\ ise pro\lded h..:rellJ. this Lease may b\.~ tenfllnated. without am penalt\ ur furlh..:r lIabiht\ as fullcms UI/ upon thirty (-'0) days written notle.: b\ Landlord for failure 10 cure a material default f()r paymenl of amounts due under this Lease \\ Ithin that thirty nO) dm p..:riod. (b¡ upon tlml\ (30) days \Hillen nollce b\ ":Ith..:r party if th..: other party defaults and fails to cure or commenœ CUllng slleh default \\lthin that -,O-da\' penod. or such longer period as may be reqUired to diligently complete a cure commene.:d \\lthm that 30-daY period: (c) Immediately If T..:nantnolllies Landlord of unacceptable results of am title r..:porL ':l1\lronm..:ntal or sOlllests prior 10 Tenant's mslallatlOn of the Antenna Facilities on the Premises. or If Tenant IS unablc to obtain. maintain. or oth..:rwlse lorfelts or cancels am license (lIJcluding. wilhoutlimltatlon. an FCC lie.:nseL pcnmt or Go\..:rnmental Apprm'al n..:cessaf\ to th..: installation and/or operation of the Anwnna Facilities or Tenant's buslIJess: (d) upon ninety (90) days \\rillen notice b\ T enantlf the Premises arc or become unacceptable under Tenant's cleslgn or enginecnng specifications for its Antenna FacilitIes or the commumcatlons system to which the Antenna FaCilities bdong, (c) IInmedlately upon \\nllen notice If the Prl~n1ls":s or th..: Antenna Facilities arc destrO\ed or damaged so as III T..:nanl's reasonable Judgment to substantially and ad\'erseh affect th..: cfTecti\e use of the Antenna Facilities, In such e\ent all rights and obligations of the partIes shall cease as of the daw of th..: damage or destruction. and Tenant shall be entitled to th..: rcimburs":lIlent of am Rent prepaid by T..:nanL I f Tenant elects to continue this Lease. then all Rent shall abate until the Premises and/or Antenna FaCilities ar..: restor..:d to th..: condition existing imm..:diatd\ prior to such dmnag..: or destruction: or (n at the time title to the Propnty lranslers to a condemning authority. pursuant to a takmg of all or a portIOn of the Prop..:rty sLll1íclentlll T..:nanl's detenninationto r..:nder the Prcmises unsuitable lor Tenant's Lise Landlord and T..:nant shall eaeh be ..:ntitled to pursue th..:ír own separate awards with respect to such taking, Sale of all or part of th.: Property to a purchaser \\Ith the power of en1lnenl domain IIJ the face of the exercise of the pO\\er shall be treated as a taklllg by condemnation Sltp N:1Tnp. DA,~.221~::(¡~A NRH-Hllr~"\ \Val"r To".'r Rev ï/99 Site Numbel -? . () T ~'èS T ènant shall pa\ am pèrsonal propèrl\ ta'èS assèssèd on. or am purllon of such la'èS allribulablè [0. lhè Antènna Facih(Ìès In thè e\ènt that Landlord fails to pa\ al1\ real properl\' la'èS or other fccs and assessmenls allnbutable to the Propert\. Tenanl shall halc thè nght. blltnotlhe obligation. to pal s,nd ta'èS and dcduct lhem IÌ'om Rènt amounts dne under thIs I.ease 10 Insur.ance ¡UlltSI!b..r~)gaHon, (a) Tènant \\111 pro\llle Commercial General LiabIlIt\ Insurancc 111 an aggregate amount of One M IIhon and noli 00 Dollars ($1000.000 (0) and name Landlord as an additionalll1sured on thè pohe~ or policies Tènant ma~ satIsl\ tIlls reqUlrèmenl 1)\ obtall1ll1g the appropnate endorsementlo al1\ master pohn of habIlit\ II1surance Tenant mal mall11all1 (b) Landlord and Tenant hereb\ mutualh rclease èach olher (and their successors or assigns) fromliabiht\ and \\al\e all nghl of reCOler\ agall1s11he olher for al1\ loss or damage eOlered b\ lhell respeclile lírst party property II1surancc pohcles for all perils insured thereunder In the e\ent of such insured loss. neither party's insurance eompan\ shall ha\e a subrogaled ehnm agall1st the olher II 1{()lçlllamlless, Tenant agrees to hold Landlord harmless from claims arisll1g liom the InstallatIon. use. nHl1l11enance. repair or remo\al of the Antenna Facilities. e\cept for claims ansll1g from the neghgencc or intentIOnal acts of Landlord. Ils emplo\ccs. agents or ll1dependent contractors 12 !\()lIeçs, All notlcèS. requests. demands and other COll1mUI1lCatlons hereunder shall be 111 \\nting and shall be dccmed gl\èn If personall\ ddl\ered or maIlèd. certilíèd mail. relUrn receipt rèquested. or sent b\ o\ernlghl carrier to the 1()II()\\ll1g addressès IftQTCl1anLto IJJ() I dUlçl l()nL 10 Cook InlctlVOIceStream PC'S. L I.C c/o VOIceStrèam PCS BTA I Corporallon 36'íO - 131'" Aœnue SL SuIte 400 Hellè\ Uè, \VA '!X006 Telephone (42'í) 'íX(¡-X7nO Facsll11lk (42:í) :íX6-fW40 Aun PC'S Leasing Admll11s1rator \Vith a COP\ to: Aitn, Lègal Dèparlment C'it\ of Norlh Richland Ilills 7.10 I NE Loop X20 North Richland Hills. T e,as 71> I xn Tekphone (XI7)'íXI-:í'iOO Facsnlllle (X 17) Ú'í(¡-7'í4:í 13, QUIÇLI:1lJ91.!l1~JILJjtJ'è.mlçlnAlJtllQrlt.y Landlord CO\ènants and \\arrants to Tenant that (I) Landlord has IÜII nght. pO\\èr and authont\ to e,ecute thIs Lease. (ii) It has good and unencumbered litlè to the PrenllSèS lí'œ and ckar of an~ hens or mortgages.. C'\cepl thosè dIsclosed to Tenant \\hlch \\111 not IIlterfere \lith Tenant's nghts to or USè of the Prenuses: and (Ill) e,ccIJlion and performance of this Lease \\illnot nolate am Icm s. ordinances. covenants. or the prO\isions of am mortgagè. kasè. or olhcr agreement binding on Landlord Landlord covenants thai at all times during the term of" this Lease. Tenant's quiet CnIO\ ment of the Prcmises or am parI thereof shall not be distmbed as long as Tènant is not in dcl'aull bc~ ond am applicable grace or cure penod 14 ,[!l\!r<)IIIIIC!lJaLl~lI\\S, Landlord reprèsents that It has 110 knO\\ledge of allY substance. chemical or \\ aste (colkcll\ eh "11¡vardous Substance") on the Property that is identIfíèd as ha/ardous. loxic or dangerous m any applicable ICdèraL state or local Im\ or regulation Tenant shall not introducc or use am such substance on thè ProperlY in nolatIon üf am applicable Im\ Landlord shall be responsible fiJr. and shall prompth conduct an\ IlI\èstlgation and remediation as required b\ am applIcable ellllrlHlmenlal Icm s. all spdls or other rekases of Ha/ilrdous Substance not eausèd sokh b\ Tenant. tlIat hme occurred or \dllch m,\ occur on the Properh Each party agrees 10 defend. indenullf\ and hold thè other harmless from and against am and all danus. causes of actIon. demands and ¡¡abilit\ includmg. but not linlll.ed to. damages. costs. expènSèS. assessmènts. penaltIes. línès. losses. Judgments and attornc\'s fees that thc indemmtcc mal sulfer due to thc existence 01 discO\er\ of am Ha/ardous Substancc nn thl~ Propert\ or the nllgratioll of am II¡vardous Subslancc to other propertIes or released mto the em Ironment. that rdate to or anse Irom the IIldemnilor's actl\itlcs dunng or prior to thc commcncement of lhls Lèase The indemndicalions III this section spècllícalh mclude. \\ ithoul limllalion. costs IIlcurred in collnèction \\ Ith am lIl\èsligallon of sik conditions or am ckanup. renm:haL remo\al or restoration \\Or" required Iwal1\ gO\efl1mental authorit\ I 'i. ;\s~lglllT1ç!lLj!I!(.L5JIb.ka5ing T enanl mm assign lhls Leasè upon \\ nlten notlCc 10 Landlord. to am person controlling. controlled b\. or under common control mth Tenant. or any person or entIt\ that. after first recei\ing the necessaf\ FCC licenses. acquires Tenanl's radio communications buslnèss or assels aud assumes all obligations of Tenanl under tillS Lease, ~jtp N::¡mp. )A-2~12-0~^ NRH-H"p,,'y W,,"'r To\\i'!' Rev 7/99 Site Number '1, Upon suçh assignment. Tenant shall be relle,ed of all liabilities and obligations hereunder and Landlord shail look soleh to the asslgn.:e Ii)' per((xmance under this Lçase and all obligatIons hereunder Tenant ma\ othem ise assign this Lease upon" nllen apprO\ al of Landlord, 1\l1I(:h apprmal shall not be unreasonabl\ dela\ed or Illthheld Tenant may sublease the Premises upon notlcc to Landlord. prm Ided am such subtenant agrees to abide bl the tertIls of this Lcase AddltIonall\ _ Tenant mm. upon notIce to Landlord. mortgage m grant a seeuritl interest III this Lease and the Antenna Facilities. and nUI\ assign tl1lS Lease and the Antenna FaCilitIes to am mortgagees or holders of securitl mterests. including thell suC'ccssors or assigns (collcctin:1\ "Mortgagees" L prO\ldcd such Mortgagees agree to bc, bound b\ the terms and prmlslons of 1I1IS Lease In such elcnt. Landlord shall cxecutc such consent to leasehold financing as may reasonabl\ be reqUIred b, Mortgagees Landlord al'rees to noti!, Tenant and Mortgagees SIInultaneoush of am default IJ\ Tenant and to gile Mortgagees the same nghtto cure am d;;'ault as Ten¡~nt or to remo\e m;, ~)ropert\ of Tenani or M¿rtgagee lo~ated on the Pre~1ISes. exc~ep~t that the cure penod ror anI' Mortgagees shallnol be less Ihan thirty (30) days alier receipt of the default noticc. as prm Ided in Section X All such notices to Mortgagees shall be sent to Mortgagces at the address specilíed b\ Tenant Failure bl Landlord to give Mortgagees such noticc shall not dimllllsh Landlord's nghts against Tenant. but shall preserve all righls of Mortgagees to cure am default and 10 remm e am property or Tenant or Mortgagees located on the Prenllses as prolided in Section 17 of tillS I >ease 1(" SI!c_cc:s,,;Qr..s_and A.ssJg)!:s.llus Lease and am easement granted herelll shall nln \\Ith the lami. and shall be blllding upon and lIIure to the bendít o["[he parties. thl~lr respeet1\e successors. personal representat1\es and assigns 17 \V al\eroLLIJl<JJ()[d's LACU Landlord hereby II ail es am and all lien rights It may haw. statutor\ or othem Ise concenllng the Antenna FacilitIes or am portion thereof which shall be deemed personal properl\ for the purposes of thIs Lease. regardless of Ilhelher or not Ihe same is deemed real or personal property under applicable Ialls. and Landlord glles Tenant and Mortgagee the nght to remove all or am portion of the same from tlllle to time. whether before or afier a default under Ihls Lease. In Tenant's and/or M0I1gagee's sole discretion and \\Ithout Landlord's consent [X MLsec\lal!eolt" (al The substantiall, prey ill ling parl~ m am lillgallon arising hereunder shall be enutled to its reasonable attornels' t-':es and court costs. Including appeals. if all\ (b) Each partl agrees to furlllsh to the other. Wllhm ten (10) daIs alier request such truthfulestoppelmformalion as tlie other mal reasonabll request (c) TIllS Lease constitutes the entire agreement and understanding of the parties. and supersedes all olTers. negotiations and other agrœments There arc no representations or umkrstandmgs of am kind not set ¡()rth herem AII\ amendments to this Lcase musl be m II nllllg and e\ecukd by both parties (d) Each party agrees to cooperate lIith the other m executmg am documents (Including a Memorandum or Lease 111 substanualll the form attached as L:;;11191t I)) n.:cessan to proted ItS nghts or use or the Prenllses The Memorandum of Le;¡se nlal be recordcd m place of t1m Lease. b~ either party In the e\ent the Propert I is encumbered by a mortgage or deed of trust. Landlord agrees. upon request of Tenant. to obtain and lìlflllsh 10 Tenant a non-dislurbance and atlornment agreement for each such mortgagc or deed of'trusL 111 a form rcasonably acceptabk to Tenant Tenant may obtall1 title insurance on its Hlteresl in the Leased Premises Landlord ;¡gr.:es to execute such documents as the tille compan\ may require m connecllon therell Ilh (e) This Lease shall be construed 111 accordance \\Ith the lall s of the state III which the Property IS locatt;d (n I I' al1\ tenn of' Ihis Lease is found to be 100d or Imalid_ such in\alidlt, shall not a/kct the remall1l11g terllls or this Lease. IIhich shall continue mlÌ111 forcc and erlcct The parties shall agrec that if am provisions arc deemed not enforceable. the' shall be deemed modIfied to the extent necessal\ to make them en/orceable Am questions of particular interpretation shall not b~ IIIterpreted agamst the drafisman_ bul rather in accordance \\Ith the fair meanll1g thereof (g) The persons \\ho have e,\ccuted tillS Lease represent and lIarrant that the, are dull authorlled to execute this Lease 111 their indl\ idual or representatil e capaCl!\ as Indicated (h) This Lease lI1ay be execuled in am number of counterpart copies_ each of 1111Ieh shall be deemed an ongmaL but all or \1 hleh together shall conslltute a single instrumenl (I) A II F.,\hibits r.:làr.:d herem and am Addenda arc II1corporated herem [()r all purposes The parties understand and acknO\lkdge that L\l1l1)ltHJ\ (the legal description of the Propcrl\). f~\biliI1.J1 (the Premises locallon IIlIhm the Propert,). and L:"I1IQltJ' ([he site plan) mal be attached to this Lease in prelimmal\ form, Accordingll, Ihe parties agree that UpOIl the S,tp N~mp ) J\.~.? ~J 2: ()-J\ NRH-HllfS.'\ \I,,':1I"f T"'\('f Rev 7/99 SIte Numbef 4· preparation of rlnal. more complete e,hiblts, Exhibits A. Band/or C. as the case lIla\ be, \duch mm ha\ e been a([ached hel'Cto III prelllllmal"\ fonn, mal be replaœd b\ Tenant IIlth such fínaL more complete e,hiblt(s) The terms of all E,hlblts arc IIlcorporated herem for all purposes LANDLORD 13\ Printed Name Its Date LANDLORD Ih I'rmted Name' Its Date 'ITNANT ih I'nnted Name Its Dale SIte Number :-:'11p Nrlmp rhe Ellectl\ e Date of Ihls Lease (..EtTectl\e Dale") IS the date of execution 1)\ the last pal1\ to Sign (It I of North Rlchland Hills COOK Inlct/VOIccStream PCS, L.LC. a DcI;l\\are limited liabilltl compam 13\ VOIccStream P(S BTA I CorporatlolL ItS Agent DA~2212~(I-A NRH-HllrSí'\ W"ler To",>r ,'i- Rev ï/99 A()()E:NOlJM TO TOWER LEASE WITH OPTION IAdditionalTerms In t h.: <:1 .:nt or con I1lct or lI1(:Onslst.:nC\ b.:t \I.:en the terll1s or this Add.:ndum and th.: Lease. th.: (erms or the Addendum shall gO\ em and control Addendum to th.:lo\ler Leas.: \11th Option dated Septemb.:r 19()(). betll.:el1 (,itl of North Rlchland \Jills. as Landlord. and Cook InletNOIccStream res. L.Le . a Delalware limited ltabill1\ compal1\. as Tenant. In the elent or conlllc( or lIICOnslstcncl bct\lœn the terms ür this Addendum and Ihe L.:as.:. the terms or this Addendum shall gO\em and conlrol AlI capltall/ed terms shall hal e th.: same mealllng as in tile Lease Sectlüll~ QfLhel"cil§c)S cic1clcQ ªncJ..rc.Q\.¡I¡;ctll1~the IQllü\\n1g. Tenant shall pal Landlord. as Rent. One Thousand and Fill\ and no\I()() Dollars ($1.()50) per month ("Rent") The monthh r.:nl shall be sublect 10 an annuillll1creilse oj' three percenl (3'j;,). such increase to take elTecl on the ilnniYersa~ date oj' the Commenccment Dille, Rent shall be payable m adlance begmnll1g on the Commenccment Date for the remamder or the monlh III \lllIch (he Commem.:emcnt Date f~1l1s and for the folloWIng month. and (hereafter rent "ill be payable monthly in ad\imce on the tlnh day oj' each month fÒr the following months to City of North Richland Hills at Landlord's address specified in Sect.Ion 12 beltm I J' 111IS Lease IS (en11lnated at a Lime other than on Ihe last day of a month. Rent shall be proraled as oj' the date oj' termination for am reason other than a default by Tenant. and all prepaid Rent shall be refunded to Tenant SecllOn) oflhc.J,c.ijsçis dcLeJ~ªnglcplaced 1\!IIlI!1c,-"01\0\\111,g. Tenant shall hme the right to extend this Lease for II Ie (5) additionaL file-year terms ("Renewal Tenn") Each Rene\lal T"erm shall he on the same terms and conditions as set forth herein This Lease shall automatically rene\l for ead1 Sl(ceSSI\I~ Rene\lal Term unless Tenant notifies Landlord. \11 l\ritll1g. of Tenant's intention not to renell this Lease, at least sixty (ÚO) days pnor (0 (he explrallon of the Initial Term or am Rene\\al Term, If Tenan( shall remam m possession of the Premises at the e'qmatlon of this Lease or any Rene\\al Term \\ ithout a l\fIlten agreement. such lenanCI shall be deemed iI month-to-month ll~nanC\ under the same terms and conditIOns of tllls Lease , Secllon 20 IS added to the Lease as follo\ls Upon tennll1ation of this Lease. upon default hI Tenant or other\\ ise, Tenant shall remol e Ihe Antennae FaCilitIes and rctufI1the Premises 10 Landlord. 111 good useahle condition, normal \\ear and tear excepted Site Number Site Name Market Q/\::...2lL2:(J-¡\ NRH-13llr~e) W¡jt.i,:LTQ\\i1- Dall~? Rev 8/99 LANDLORD Ih Prlntcd Namc Its LANDLORD B\ Prlntcd Namc Il~ TENANT 13\ Prlntcd Namc Its Datc Site Number Site Name Market (it\ orNorlh Rlchland Hills Cook Il1lctlVoiccStrcam PCS. LLC. a Dc I ¡I\I arc 11l11ltcd habilít\ compan\ B\' VOlccStrcam PCS BTA I Corporation. Its Agcnl [) A ~ ;?2J2 -(~1\ N RII-E3\1fscl\Yat.çI To\\cr º_alla? f~ev 7/99 EXHIBIT A Legal Description The Property is legally described as follows: State of Texas )( County of Tarrant )( That 9.01 acres situated in the County of Tarrant, State of Texas and being the same lands more fùlly described in that certain Deed dated September 14, 1978 tTom Pat & Wes. Inc. and to the City of North Richland Hills and recorded in the Records of Tarrant County, Tcxas in Volume 6579. Page 854. Site Number: DA-2212-0-A Site Name: NRII-Burscv Water Tower Market: Dallas A-1 ~ 11 ~ N & >II 1- 1- & ; III t- O Id t- H :t o QC ([ :t QC ., E .. EXHIBIT B Premises Location within the Property The location of the Premises within the Property is more particularly described and depicted as follows: ~ XI5T1N6 C\.1AINLN< FENCE .. 0 RE11AIN H " II> II> I & H I .. Id en ELEVATlONL N. T.S. ---7---- lNDER:;RCWD ='T FOR ANTENNA CABLE5 Site Number: DA-2212-0-A Site Name: . NRH-Bursev Water Tower Market: Dallas B-1 EXISTING TOIlER NEUJ 1LE5 TERN toNTEI<I'lA5 MCtNTED TO TOIlER LEG ITTP. OF 6) ROJiE CABLES UP Tou.ER LEG CABl E5 f<Q.ITED ON TOIlER LEG SUF'F'ORTS NEU! \!.ESTERN EOOIf'MENT \" Ex15-11ó C,J'!INLlNK FENCE \ TO ~MAIN VOICESTREAM BURSEY RD. W.T. 9-10-99 \r=-~~-"-~ ·1: \l\ .\\ - - -ih ,I Ix .11",11 II~I \ IQ I' :I~i\ 11~1, lull '11"'1 ,D I!:~:I .Ip-'" I .__ ~...=-~___ -.:--- \,1 I LOT I 4it II I BLOCK I x II I i-I x-x II [-- J .II I II I . I; NRH SENIOR CITIZEN" HeN' t ~ L-__J 10 ..... ~ '" , ¡¡; <v. ~ UJ ""T ~ A..y, ~ § ~ 4'icr \ ~I\'j ¡;?~ 1::: r ~ , U~' G IP ~\ cr --- ----------- -- TEL~~:::::r_ _ _ __ _ _\.,. _ _ _ _ UGT - _ - - -- EXHIBIT C Site Plan ~ / I ~:¡ I ~ ~_T~-~ CITT Of NO~c~I~AND ~ILL, ~~ VOL, ",1~, pc, e,~ r. DRT.c-T. I h ... --'"~"'- -- \ / ~'~\~- 9 ,_ EXI5T. UJAIER TANK ABovE EX!5T. b'·O" HlúH CHAINLINK FENCE WI :3 51RAND5 BARBED WIRE EXI5T. 12' WIDE CRU5HED STONE DRiVE \ '\ '0> '\ '- ~ ,/ --_~__.sO: - EX151. b'-O" I-IIG..j CI-IAINLlNK 5ECURITT FENCE W/.3 STRANDS BARBED WIRE AI TOP PIP -- EXIST. CONe DRivE F/I-I ._-)1 -x o _ _UC>! - PLAN N.T.S. ~ VOICESTREAM BERSY RD. W.T. 9-10-99 Site Number: DA-2212-0-A Site Name: NRH-Burscv Water Tower Market: Dallas C-t .\ t'le[RçcorLl1IlgRçt lImlo Cook InletlVOIccStream PCS. I. LC "Un, Lease Coordinator '¡I,777 North Stemmons F\\ \- TO\ler II. SUIle 200 Dallas, T e'\as 7~2'" 7 Parcel No 06356044 EXHIBIT D Memorandum of Lease and Option Bct\leen Cit~ of North Rlchland IIllIs ("Landlord") and Cook InlctlVoiccStream PCS. LtC _ a DeI.mare limited lìahllit\ company ("Tenant") A TImer Site Lease \Iith Option ("l.ease") b\ and betl\een Clt\ of North Rlchland ¡IIlIs ("Landlord") and Cook In!ctIVOlccStream PCS LI.C("Tenant") \\as made regardl1lg the foll(J\\ing propert\ See Attached E'\llIhit ··X· and E'\hlhlt "Ir incorpomted herein rÖr all purposes The Lease IS for a term of file ('i) years and \\III commence on the date as set forth III the Lease (the "Commenccment Date" I and shall tenlllnate at midnight on tlK lasl da\ of the month in \\llIeh the lít'lh anní\ersar\ of the Commenccment DaLe shall lla\ e occurred Tenant shall ha\ e the right to e'\tend this Lease ()r lí\ e ('i) additional fi\C-\ear terms IN WITNESS WHEREOF, the parties hereto hale respectl\ely e'\eculed thIs memorandum on the .1<)<) (effectl\e as of the date of the last part\ to sign) da\ of lANDLORD ('Il\ of Nonh Rlchland Hills 13\ Pllllted Name Its Date I.\NDLORD Ih Printed Name Its Date TENANT took Inlet!VoiccSlream PCS. L,I.C. a Dela\\are 11II11ted liabilìt\ compal1\ 13\ VOlceSlream PCS BTA I Corporation. ItS Agent 13\ Printed Name' Its Dale Site Number DA-22 12~O~A NR H-B'II'"" \Valer TO\\f'r- Rev 7/99 Sltp N;.:¡mp ! Notary for l.andlord! ! Notary h/od, for Corporation, Partner...ltip, Umitedljability Company! STATE OF TEXAS COUNTY OF ) ) ss ) by This instrument was acknowledged bet()re me 011 of behalf of said [name of entity I a Dated I~---'--- I I I I I L_._,__.___,__,______________ (¡ ì~e Ihls space for notan slamp/seal) Site Number: Site Name: DA-2.21 ::'-o-A NRII-Bursc\ Walcr TO\\cr Notary Public Print Name My commission expires . [title] [type of entity]. on INotllry block for Tenllntl STATr OF WASIIINGTON ) ) ss ) COUNTY OF KING I certifv that I know \)r have satisfactory evidence that is the person who appeared before me. and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to eXl~cute the instrument and acknowledged it as the VoiceStream PCS BTA I Corporation, a Delaware Corporation, as Agent for Cook InletlVoiceStream PCS, LLC, a limited liability company to be the tì'ee and voluntary act of such party for the uses and purposes mentioned in the instrument Dated [' I I \ I I 1._____,_._.___ --.-------- ((1sc thIs spatc fur lIi)tan sl:l1np/sca1, NotaIY Public Print Name My commission expires Site Number D.^d212~U-A Site Name- NRH-Bursc\ Watcr TO\\cr Parcel No.06356044 Memorandum of Lease and Option Between City of North Richland Hills ("Landlord") and Cook InletlVoiceStream PCS, L.L.c., a Delaware limited liability company ("Tenant") A Tower Site Lease with Option ("Lease") by and between City of North Richland Hills ("Landlord") and Cook InletlVoiceStream PCS, L.L.c. ("Tenant") was made regarding the following property: See Attached Exhibit "A" and Exhibit "B" incorporated herein for all purposes The Lease is for a term of five (5) years and will commence on the date as set forth in the Lease (the "Commencement Date") and shall terminate at midnight on the last day of the month in which the fifth anniversary of the Commencement Date shall have occlUTcd. Tenant shall have the right to extend this Lease for five (5) additional five-year terms. IN WITNESS WHEREOF, the parties hereto have respectively executcd this memorandum on thc _ day of , 199_ (effectivc as of the date of the last party to sih'll)· LANDLORD: City of North Richland Hills By: Printcd Name: Its: Date: LANDLORD: By: Printed Name: Its: Datc: TENANT: Cook InletlVoiceStrcam PCS, L.L.c., a Delawarc limited liability company By: VoiceStream PCS BTA I Corporation, its Agent By: Printed Name: Its: Datc: Site Number: DA-2212-0-A SitA N;¡mA' NRH-Rllrs~v W;¡j~r Towp.r- Rev. 7/99 [Notary for LantllortlJ [Notary block for Corporation, Partnership, Limited Liability CompanyJ COUNTY OF ) ) ss. ) ST ATE OF TEXAS a , [title] [type of entity], on This instrument was acknowledged before me on of behalf of said [name of entity]. by Dated: Notary Public Print Name My commission expires (Use this space for notary stamp/seal) Site Number: DA-2212-0-A Site Name: NRH-Burscv Water Tower {Notary block for Tenant{ ST ATE OF WASHINGTON ) ) ss. ) COUNTY OF KING I certify that 1 know or have satisfàctory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the VoiceStream PCS BTA I Corporation, a Delaware Corporation, as Agent for Cook InletNoiceStream PCS, L.L.c., a limited liability company to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Notary Public Print Name My commission expires (Use this space for notary stamp/seal) Site Number: DA-2212-0-A Site Name: NRH-Bursev Water Tower EXHIBIT A Legal Description The Property is legally described as follows: State of Texas )( County of Tarrant )( That 9.01 acres situated in the County of Tarrant. State of Texas and being the same lands more tully described in that certain Deed dated September 14, 1978 trom Pat & Wes, Inc. and to the City of North Richland Hills and recorded in the Records of Tarrant County, Texas in Volume 6579, Page 854. Site Number: DA~2212-0-^ Site Name: NRII-Bursev Water Tower Market: pall?..§ A-1 r- · i. · II · N · .. r- III t- u \II t- M X u II: <t X II: 'I EXHmITB Premises Location within the Property The location of the Premises within the Property is more particularly described and depicted as foUows: ELEVATlON~ N. T .s. ---7---- J: L ~ XIST\N6 ~AK.tK mcE ;O~AIN' / ill ill I III .. I L bI III lHJe~RO.K) CGN[)UIT FOR ANTENNA CAeLES Site Number: DA-2212-0-A Site Name: . NRH-Bursev Water Tower Market Dallas B-1 EXISTING TOJ.ER IEW IŒSTE!<II .ANIDfIA5 MC\.NTED TO TOLER l.ECo CTTP. OF 6) I<OUiE CAaLES UP Toue¡ LEG WIeLE! p;aTED (;tj TOILER LEe. 6UF'f'()RIS NEUlIŒSTE!<II EQUIFMENT \" EXI!TM C~AINlIN< FENCE \ TO REMAIN VOICE STREAM BURSEY RD. W.T. 9-10-99