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HomeMy WebLinkAbout139-98 RESOLUTIONRESOLUTION NO 139-98 • A RESOLUTION APPROVING A LEASE AGREEMENT WITH TELECORP REALTY, L.L.C., d/b/a TELECORP COMMUNICATIONS, INC., FOR PROPERTY LOCATED AT 1060 SOUTH TOWNSHIP TO BE USED FOR AN ANTENNA TOWER, BUILDING EQUIPMENT CABINETS, AND COMMUNICATION EQUIPMENT. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS• Section 1 That the City Council hereby approves a lease agreement with TeleCorp Realty, L.L.C., d/b/a TeleCorp. Communications, Inc., for property located at 1060 South Township, to be used for an antenna tower, building, equipment, cabinets and communication equipment. A copy of the lease agreement is attached hereto marked Exhibit "A" and made a part hereof. tee.-- PASSED AND APPROVED this 20'" day of October , 1998. •'� '' : ..' „•• APPROVE By. Makrfril 'v„ " red Hanna, Mayor 4...:.. i A1°PBSJ :,lint k..‘ By. fiei . //t Heather Woodruff, City 1 rk ThECORP VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED October 30, 1998 The City of Fayetteville, Arkansas 113 West Mountain Fayetteville, AR 72701 Re: Site Lease Agreement ("Lease") dated October 26, 1998 by and between City of Fayetteville, Arkansas ("Lessor") and TeleCorp Realty, LLC ("Lessee") for premises located at 1060 S. Township Drive, Fayetteville, Arkansas ("Site") Ladies and Gentlemen. Enclosed please find a fully executed original Site Lease Agreement dated October 26, 1998 by and between City of Fayetteville, Arkansas arid TeleCorp Realty, LLC ("TeleCorp"). TeleCorp is pleased to have the opportunity to locate its equipment at the above referenced Site. From time to time, it may become necessary to contact TeleCorp regarding the Lease, for this purpose we have enclosed a copy of our pertinent personnel list. TeleCorp looks forward to a long and prosperous relationship with the City of Fayetteville, Arkansas. Sincerely, Patricia DeSantis Director of Real Estate Management Enclosure LTR142 1101 17th Street NW • Suite 900 • Washington DC 20036 • 202.7210230 • Fax 202.833.4888 • www.telecorpl.com • • • • • • TELECORP Pertinent Personnel Legal: Thomas H. Sullivan, Esquire Phone: (202) 261-4705 Fax: (202) 833-4882 Insurance: Amy Murray Phone: (202) 261-4758 Fax: (202) 833-4882 Lease Administration: Patricia DeSantis Phone: (202) 261-4726 Fax: (202) 833-4882 Finance: Christel Bivens Phone: (202) 261-4712 Fax: (202) 833-5036 Technical: Randy Johnson Phone: (501) 312-2455 Fax: (501) 312-2667 July 2 1998 Little Rock • EXHIBIT A SITE LEASE AGREEMENT THIS SITE LEASE AGREEMENT (this "Lease") is made this .2C' day of 0e -A) .. , 199/ by and between the CITY OF FAYETTEVILLE, ARKANSAS, a city of the first class incorporated in the State of Arkansas ("Lessor") and TELECORP REALTY, L.L.C., a limited liability company formed in the State of Delaware ("Lessee"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. Property Lessor owns certain property located at 1060 S. Township Drive, Fayetteville, Arkansas, as further described on Exhibit A (hereinafter the "Property"). 2. Premises Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor the following (hereinafter collectively referred to as the "Leased Premises"): 3. Use/Equipment Standard Ground Lease LTR 142C Revision 1 (a) Ground space not to exceed 50' x 50' in size in the approximate location as described on Exhibit B. (b) Together with such rights of way and easements on, over, under, across, and through the Property for ingress and egress by motor vehicle or on foot and for the installation of wires, cables and electrical support equipment necessary for the installation and operation of Lessee's telecommunications equipment located upon the Property including but not limited to access from the nearest source of telephone and electric utilities. (a) The Leased Premises may be used by Lessee for the installation, operation, maintenance, repair, or replacement of (i) a monopole or self-supporting tower, not to exceed One Hundred Fifty feet (150') in height (the "Antenna Tower") and (ii) a pre -fabricated building not to exceed two hundred fifty square feet (250') (the "Building") and/or equipment cabinets supported on a concrete or raised platform (the "Equipment Cabinets"). The Antenna Tower, Building and/or Equipment Cabinets shall house and contain the equipment described on Exhibit C annexed hereto (hereinafter collectively referred to as the "Communications Equipment"). The Antenna Tower, Building, Equipment Cabinets and Communications Equipment are sometimes hereinafter collectively referred to as "Equipment." All Equipment, fixtures, appurtenances and improvements erected, located, placed or constructed by Lessee upon the Leased Premises shall remain the personal property of Lessee regardless of the manner or mode of attachment and may be removed by Lessee at its sole option at any time during the initial term, any renewal term or after termination or expiration of this Lease. Lessor hereby expressly waives any and all Lessor's liens or claims of such on said Equipment, fixtures, appurtenances, and improvements. (b) Lessor may install antennas on the Antenna Tower at a future date without any obligation to pay Lessee rent or other consideration, provided there is sufficient space on the Antenna Tower and the Antenna Tower has sufficient capacity to contain such antennas. If there is not sufficient space or sufficient capacity to contain Lessor's antennas at the time Lessor wants to install such antennas, Lessee shall have no obligation to relocate or remove any existing antennas or other equipment on the Antenna Tower to make room for Lessor's antennas. 10/19/98 4. Term 5. Rent The initial term of this Lease shall be ten (10) years (the "Initial Term' ) commencing upon the start of installation of the Equipment (the "Commencement Date"). The Initial Term of this Lease shall be automatically renewed and extended, unless terminated as provided herein, upon the same terms and conditions, except as otherwise stated herein, for two (2) additional terms of five (5) years each (the `Renewal Terms") unless, at least sixty (60) days prior to the termination of the then existing term, Lessee notifies Lessor of its intention not to permit the Lease to renew. The Initial Tenn and Renewal Term(s) are collectively referred to as the "Term . Upon the Commencement Date, Lessee shall pay Lessor, as rent, the sum of Five Hundred Dollars (S500) per month (the "Rent"), prorated for any partial months. Rent shall be payable on the first day of each month, in advance, payable to: City of Fayetteville at Lessor's address specified in the Notice Section of this Lease. On the sixth (6t"), eleventh (11th) and sixteenth (16t") years of the Term, Rent shall increase by ten percent (10%) above the Rent from the immediately preceding year. 6. Termination Except as otherwise provided herein, this Lease may be terminated, without penalty or further liability as follows: (a) by either party, upon written notice to the other party, upon a default of any covenant or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of the default; or (b) by Lessee, upon written notice to Lessor, if Lessee is unable to obtain or maintain (or decides in its sole discretion that it is unlikely to obtain or maintain without undue cost or time), any license, permit or other Governmental Approval necessary to the construction and/or operation of the Equipment on the Premises; or (c) by Lessee, upon written notice to Lessor, if the Leased Premises or Equipment are destroyed or damaged and rendered unsuitable for normal use; or (d) by Lessee, upon written notice to Lessor, if Lessee determines that any of the Equipment cannot be used without interference from, or causing any undue interference to, other occupants of the Property or if due to changed circumstances Lessee determines that the use of the Leased Premises is no longer suitable for Lessee's network operations; or (e) by Lessee, upon written notice to Lessor, in its sole discretion at any time on or before the first anniversary of the Commencement Date; or (0 by Lessee, upon written notice to Lessor, if the whole or any substantial part of the Leased Premises shall be taken by any public authority under the power of eminent domain so as to interfere with Lessee's use and occupancy of the Leased Premises. The then current Term of this Lease shall cease on the date that the title to the Leased Premises vests in the authority exercising the power of eminent domain, and any Rent paid in advance of such date shall be refunded to Lessee. 7. Approvals Lessor hereby agrees to cooperate with Lessee in obtaining any approvals Standard Ground Lease 2 10/19/98 LTR 142C Revision I • • 8. Compliance with Law 9. Interference 10. Inspections 11. Access 12. Maintenance required by Lessee for its use of the Leased Premises. Lessee shall be responsible for any cost or expense associated with obtaining any approval or permit associated with its use of the Leased Premises. Lessee shall install and operate the Equipment and use the Leased Premises in a manner which shall comply with all federal, state and local regulations governing the installation and operation thereof. Lessee shall operate its Equipment in such a manner which shall not cause technical interference to Lessor or other lessees with tenancies which predate the execution of this Lease. If any interference is encountered by Lessee as a result of equipment installed at the Property after the execution date of this Lease ("Third Party Interference"), Lessor shall eliminate or cause such Third Party Interference to be eliminated in a timely manner, not to exceed seventy- two (72) hours, without cost or obligation to Lessee. If such interference cannot be eliminated within such time, Lessor will require the interfering party to cease use of its equipment excepting for those short periods of intermittent testing time necessary to identify and eliminate the interference. Should the Third Party Interference as described in this Section 9 continue beyond such seventy-two (72) hour period, Lessee shall have the option to terminate this Lease, without penalty, and all obligations of Lessee to Lessor hereunder shall be rendered null and void. Lessor and Lessee mutually acknowledge and agree that they will consult on the location of any future lessee's equipment. Lessee, at its sole cost and expense, may, prior to the Commencement Date, conduct such surveys, tests and inspections as Lessee considers reasonably necessary or desirable in connection with the intended use of the Leased Premises. Lessor shall provide to Lessee, Lessee's employees, agents, independent contractors and subcontractors access over the Property and Leased Premises twenty-four (24) hours a day, seven (7) days a week, at no charge to Lessee. Lessor shall be permitted access to the Leased Premises for emergencies without prior notice to Lessee, so long as Lessee is notified as soon thereafter as reasonably practicable; and in all cases Lessee's Equipment remains secure and Lessee's radio transmissions are not adversely affected. Lessee shall perform all repairs necessary to keep its Equipment located on or about the Leased Premises in good condition, reasonable wear and tear and damage from the elements excepted. 13. Utilities Rent payable under this Lease shall be exclusive of electricity. Lessee shall have the right to arrange for its own electric and telephone service and shall pay directly for such service to the local utility provider. Lessor agrees to provide any cooperation reasonably requested by Lessee to facilitate electrical and telephone installation required by the Lessee. 14. Title and Quiet Possession Standard Ground Lease LTR 142C Revision 1 3 10/19/98 15. Insurance • Lessor represents and warrants (a) that it is the owner of the Property; (b) that it has the right to enter into this Lease; (c) that the person signing this Lease has the authority to sign; and (d) that Lessee is entitled to access to the Property at all times and to the quiet possession of the Leased Premises throughout the Initial Term and each Renewal Term so long as Lessee is not in default of any term of this Lease beyond expiration of a reasonable cure period. Lessee shall carry during the Lease term, at its own cost and expense, the following insurance: (a) "All Risk" property insurance for its property's replacement cost; and (b) comprehensive general liability insurance with a combined single limit of $1,000,000 for bodily injury and property damage. Lessee shall provide a certificate of insurance to Lessor within thirty (30) days of written request. Lessee's insurance policy shall provide that termination or cancellation will not occur without at least fifteen (15) days' prior written notice to Lessor. 16. Construction Drawings Prior to installation of any Equipment on the Property, Lessee shall submit to Lessor construction drawings (the "Construction Drawings") which shall detail the plans and specifications for Lessee's Equipment installation. Lessor shall approve the Construction Drawings within seven (7) days from submission or provide specific reasons for disapproval. In the event that Lessor does not approve or provide reasons for disapproval of the Construction Drawings within seven (7) days, then the Construction Drawings shall be deemed approved. 17. Non -Disturbance In the event the Property is encumbered by a mortgage as of the date of this Lease, the Lessor shall request that the holder of each such mortgage execute a non -disturbance agreement, to be prepared by Lessee, and cooperate with Lessee toward such end to the extent that such cooperation does not cause Lessor additional financial liability or expense. Lessor shall disclose to Lessee the existence of any lien, encumbrance, or mortgage encumbering the Property which is the subject of this Lease. 18. Successors 19. Assignment Standard Ground Lease LTR I42C Revision 1 This Lease and the terms and conditions contained herein shall run with the Property and inure to the benefit of and be binding upon Lessor and Lessee and each of their respective heirs, executors, administrators, successors and permitted assigns. Lessee shall be permitted to record this Lease or a Memorandum of Lease which Lessor agrees to execute and acknowledge. (a) Lessor agrees that Lessee may assign this Lease and all rights granted to Lessee hereunder to (i) any business entity which is licensed by the FCC to conduct wireless communications services, (ii) an affiliate ("Affiliate"), (iii) any entity which is merged or consolidated with Lessee or purchases a majority or controlling percentage ("Controlling Percentage") in the ownership or assets of Lessee or with which Lessee effectuates a change in control ("Change in Control"), or (iv) any lender, as security pursuant to the terms of any loan made to Lessee by such lender (collectively, the "Permitted Parties"). As used herein, "Affiliate" shall mean an entity which controls, is controlled by or which is under common control with Lessee. Upon notification to Lessor by Lessee of any such assignment, Lessee shall not be relieved of any future performance, 4 10/19/98 20. Notices es liabilities and obligations under this Lease, except as provided below. Any Permitted Parties shall be bound in writing by the terms and provisions of this Lease and Lessee shall not be released from any of its obligations hereunder, unless such Permitted Parties shall assume the Lease in writing. Any further assignments by the Permitted Parties shall be subject to the terms and conditions of this Section 19. Except as otherwise set forth hereunder, Lessee shall not assign, transfer or sublicense this Lease in whole or part to any person, entity or organization without the prior written consent of Lessor, which consent shall not be unreasonably withheld or delayed. (b) "Change in Control" shall mean any dissolution, merger, consolidation or reorganization of Lessee, or the aggregate sale or other transfer of a controlling percentage of the capital stock of Lessee, or the sale during the Term of this Lease in the aggregate of fifty percent (50%) or more of the value of the assets of Lessee. The phrase "Controlling Percentage" shall mean the ownership of, and the right to vote stock possessing fifty percent (50%) or more of the total combined voting power of all classes of Lessee's capital stock issued, outstanding and entitled to vote for the election of directors. (c) Lessee at its sole discretion shall have the right without any need to obtain the consent of Lessor to license or sublease all or a portion of the Leased Premises and/or antenna mounting space on the Antenna Tower to others whose business includes the provision of wireless communication services. Lessee's licensee(s) and sublessee(s) shall be entitled to modify the Antenna Tower and to erect additional improvements on the Leased Premises by said licensee(s) and sublessee(s) and shall have rights of ingress and egress to the Leased Premises and the right to install utilities on the Leased Premises as if said licensee or sublessee were the Lessee under this Lease. In connection with this right, such new users will be required to secure any governmental approvals required to locate on the Antenna Tower and shall have a structural analysis performed by a licensed engineer showing that the Antenna Tower can accommodate such user's equipment. Lessee shall be entitled to all revenues from the sublease or license of space on the Antenna Tower. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if personally delivered, mailed certified mail return receipt requested, or sent overnight carrier to the following addresses: If to Lessor: The City of Fayetteville, Arkansas 113 West Mountain Fayetteville, AR 72701 If to Lessee: TeleCorp Realty, L.L.C. 1101 17th Street, N.W. Suite 900 Washington, D.C. 20036 Attention: General Counsel 21. Environmental Representations Standard Ground Lease LTR 142C Revision 1 5 10/19/98 • (a) Lessor represents and warrants that the Property and the Leased Premises are in compliance with all applicable environmental laws ("Environmental Laws"). "Environmental Laws" shall mean any and all applicable federal, state or local statutes, ordinances, bylaws, codes, rules, or regulations relating to or concerning any hazardous, toxic or dangerous waste, substance or material, including but not limited to the Resource Conservation and Recovery Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the National Environmental Protection Agency requirements. (b) Lessor further warrants and represents that the Leased Premises, the easement and the improvements thereon are free of contaminants, oils, asbestos, PCB's, hazardous substances or wastes as defined by federal, state or local environmental laws, regulations or administrative orders or other materials the removal of which is required or the maintenance of which is prohibited, regulated or penalized by any federal, state or local government authority ("Hazardous Materials"). This Lease shall at the option of Lessee terminate, be void and be of no further force or effect if Hazardous Materials are discovered to exist on the Leased Premises through no fault of Lessee after Lessee takes possession of the Leased Premises and Lessee shall be entitled to a refund of all the consideration given Lessor under this Lease. 22. Environmental Indemnification (a) Lessor, its heirs, grantees, successors, and assigns shall indemnify, defend, reimburse and hold harmless Lessee from and against any and all environmental damages arising from the presence of Hazardous Materials upon, about or beneath the Leased Premises or migrating to or from the Leased Premises or arising in any manner whatsoever out of the violation of any environmental requirements pertaining to the Leased Premises and any activities thereon, which conditions exist or existed prior to or at the time of the execution of this Lease or which may occur at any time in the future through no fault of Lessee. The Lessor's indemnification pursuant to this Section 22(a) shall survive the termination or earlier expiration of this Lease. (b) Notwithstanding the obligation of Lessor to indemnify Lessee pursuant to this Lease, Lessor shall, upon demand of Lessee, and at Lessor's sole cost and expense, promptly take all actions to remediate the Leased Premises which are required by any federal, state or local.governmental agency or political subdivision or which are reasonably necessary to mitigate environmental damages or to allow full economic use of the Leased Premises, which remediation is necessitated from the presence upon, about or beneath the Leased Premises of a Hazardous Material. Such actions shall include but not be limited to the investigation of the environmental condition of the Leased Premises, the preparation of any feasibility studies, reports or remedial plans, and the performance of any cleanup, remediation, containment, operation, maintenance, monitoring or actions necessary to restore the Leased Premises to the condition existing prior to the introduction of Hazardous Material upon, about or beneath the Leased Premises notwithstanding any lesser standard of remediation allowable under applicable law or governmental policies. 23. Damages Lessor waives liability for any consequential or incidental damages incurred by Standard Ground Lease LTR I42C Revision 1 6 10/19/98 4 I • • Lessor which are due to theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or other order of governmental body or authority. 24. Removal of Improvements 25. Property Taxes 26. Survey Period Upon termination of this Lease, whether by expiration, cancellation, forfeiture or otherwise, Lessee shall have the right to remove from the Leased Premises all aboveground improvements installed, placed or erected on the Leased Premises by Lessee, and the parties agree that an Antenna Tower or any part thereof may be removed without damage to the Leased Premises, and that such Antenna Tower shall be considered Lessee's personal property and shall not become a part of the realty. Lessee shall have ninety (90) days after termination of this Lease within which to dismantle and remove the Antenna Tower and other improvements. Cost of removal of improvements shall be borne by Lessee. Lessee shall have no obligation to pay any real property taxes attributable to the Property which is the subject of the Lease during the term of the Lease. Lessee shall be responsible for its pro rata share of the Property's personal property taxes attributable to the improvements constructed by Lessee on the Property. After the execution date of this Lease by the Lessor and prior to the Commencement Date, Lessee shall have access to the Leased Premises during business hours for the purpose of making necessary engineering surveys, inspections, and other reasonably necessary tests relating to Lessee's proposed use of the Leased Premises. Lessee shall fully restore to its prior condition any portion of the Leased Premises disturbed by Lessee and Lessee hereby indemnifies and holds Lessor harmless from and against any claim, loss, expense, fine, fee or liability incurred by Lessor as a result of Lessee's access, tests, studies or other activities pursuant to this Section 26. 27. Emergency Stand-by Generator Lessee shall have the right to place, maintain and operate an emergency stand- by generator ("Generator") at the Leased Premises, provided the Generator shall be installed and operated in compliance with all applicable laws, ordinances and regulations. 28. Entire Agreement This Lease and the Exhibits attached hereto, all being a part hereof, constitute the entire agreement of the parties hereto and shall supersede all prior offers, negotiations and agreements. 29. Governing Law This Lease shall be governed by the laws of the State in which the Leased Premises are located, without regard to conflict of laws. 30. Validity 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. 31. Miscellaneous The submission of this Lease for examination and negotiation does not Standard Ground Lease 7 10/1948 LTR 142C Revision 1 constitute an offer to lease, or a reservation or option, and this Lease shall become effective and binding only upon the execution and delivery hereof by both the Lessor and Lessee. 32. Waivers to be in Writing No modification, amendment, waiver or release of any provision of this Lease or of any right, obligation, claim or cause of action arising hereunder shall be valid or binding for any purpose whatsoever unless in writing and duly executed by the party against whom the same is sought to be asserted. IN WITNESS WHEREOF, the parties have executed, or have caused their properly authorized representatives to duly execute, this Lease on the date and year first written above. Hanna Lessor: ^ityof Fayetteville, ame: By: Print Fred Title: Mayor Date: /0/2051 Lessee: TeleCorp Realty, L.L.C. By: TeleCorp Coications,3ncr Its: Managi By: Print Name: T 6/0 ,,,es Title: y\\icc'4 erre Date: A4: Standard Ground Lease 8 10/19/98 LTR 142C Revision 1 • Exhibit A Legal Description of Lessor's Property A part of the Southeast Quarter of the Southeast Quarter of Section 35, Township 17 North, Range 30 West, described as follows: Beginning at a point which is 594 feet east and 300 feet north of the southwest corner of said 40 -acre tract, and running, thence East 101'; thence north 525; thence west 101; thence south 525 to the point of beginning; containing 1.22 acres, more or less. Standard Ground Lease LTR 142C Revision 1 9 10/1998 • • Exhibit 13 Description of Leased Premises The Leased Premises shall consist of an area not to exceed 50' x 50' ground space along with easement rights for access to the Leased Premises by vehicle or foot from the nearest public way and for the installation of utility wires, poles, cables, conduits and pipes on the Property in the approximate locations as depicted below: [This Exhibit will be replaced by a copy of the Construction Plan Drawings.] Standard Ground Lease LTR 142C Revision 1 10 10/19/98 Exhibit C Equipment 1. The Antenna Tower shall contain antennas, microwave dishes, antenna mounts, related ancillary equipment, and associated wiring and cabling. 2. Building and/or stand-alone Equipment Cabinets housing communications equipment and supporting platform and appurtenances associated therewith. Standard Ground Lease LTR I42C Revision I 11 10/19/98 (CITY OF THE FIRST CLASS) State of )ss County of On this day of 04 3eYz , 1999 a, before me a Notary Public, duly commissione , qualified and acting, within and for said County and State, appeared in person the within named p,,Pcp Ha. and , being the person or persons authorized by said city of the first class to execute such instrument, stating their respective capacities in that behalf, to me personally well known, who stated that they were the /?9,aye,Z and of the CITY OF FAYETTEVILLE, ARKANSAS, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said city of the first class, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 10 day of p, jt, ?,-,e- , 1999 . My Commission Expires: ///Z cJ zoo7 (SEAL) 0tAR)' '...r z�� ;, t 1 Y p•'U B i �\ o°.;4- ` r lON ccatA , Standard Ground Lease LTR I42C Revision I 12 10/19/98 (LLC) )isaterof COwsty Vf )ss ) • On this a-4 day of 00Eic-e , 199 P , before me a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named—r#44.--..-s amu'„ nd being the person or persons authorized by said limited liability company to execute such instrument, stating their respective capacities in that behalf, to me personally well known, who stated that they were the s.. s : i ,, t and of TeleCorp Realty, L.L.C., a limited liability company, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said limited liability company, and further stated and acknowledged that they had so signed, executed and dehvered said foregoing mstrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this .4 day of e enet 4-0 , 199 t . My Commission Expires: (SEAL) Standard Ground Lease LTR 142C Revision 1 NN OTAARY PUBBLTC RRA J. RUGGIERI NOTARY PUBLIC, DISTRICT OF COLUMBIA MY COMMISSION EXPIRES APRIL 14, 2003 13 10/19/98 SunCom Member of the AT&T Wireless Network October 18, 2000 City of Fayetteville, Arkansas 113 \Vest. Mountain Fayetteville, AR 72701 TeleCorp PCS, Inc. Suite 800 1010 N. Glebe Road Arlington, VA 22201 Tel 703.236.11 0 0 Fax 703.236.1101 121;:: Lease agreement between TeleC(rp Realty, LLC (TcicCorp') and City of Fayetteville, Arkansas (die "Lease'). Ladies and Gcnticincu: On behalf of TeleCorp, 1 would like to thunk you for your assistance in helping us to coutpletc the initial phase of development. oI' our tower network. TcicCorp is now entering lie next phase in the development of its tower network Which will involve the construction of new sites to bring you a larger coverage u'et and more complete coverage in those ureas which already enjoy scr,'ice. To help facilitate the next phase of development, TeleCorp is contemplating a transaction (the "Transaction") in which it would transfer its existing lower facilities on your properly and assign the Ixa.se to SBA Towers Acquisitions, Inc., an affiliate of TeleCorp, and then sell all of the capital stock of SBA Towers Acquisitions, Inc. to SBA Towers, inc. or one of its affiliates ("SBA"). SBA is a company which specializes in the ownership acid management of tower networks. TcicCorp will be working closely with SBA to ensure that Ihe Transaction goes as smoothly as possible. The Transaction will notchange the terms of the IA;aue or affect the amount of rentor the date %Olen rent. is due. Once the t rnsaction is complete, SBA Towers Acquisitions, Inc. will be responsible for the day -lo -day operation of die tower and the payment of rentand other obligations under the Lease. TcicCorp asks that you acknowledge that. TeleCorp will be relieved of further liability under the lease. Although we do nol. anticipa1c any problems, TeleCorp requests that you agree k) notify TeleCorp of any breach under the Lease by SBA Towers Acquisitions, Inc. int(' allow TeleCorp the right to cure amp such breach on SBA Towers Acquisitions, Inc.'s behalf to ensure haat there are no def ells. To ensure drat this Trulsactiou goes smoothly, TeleCorp asks that. you confirm the I()Ilowing for the benefit of TeleCorp, SBA Towers Acquisitions, inc. and SBA: L Attached as Exliibil "A" is a true and complete copy of the Lease and all amendments or modifications thereto. The Lease constitutes the entire agreement between you and TeleCorp with respect to the sul)ject matter thereof. 2. The expiration (late of the initial Icnn of dic,LcaLse is October 26, 2008 and TeleCorp Inas lie option to extend the term of lac Lease lirr 2 successive terms of 5 years. AT&T October 18, 2000 Page 2 3. TeleCorp's monthly base rent under die Lease is $500.00. TcicCorp must pay monthly $00.00 as additional rent. All rent, additional rent. and other charges due and payable under the Lcasc have been paid through October 31, 2000. 4. Neither you nor TcicCorp is in default under the LeaLse and no event has occurred which would be a default. but for die giving of notice or passage of time or both, and you have no existing claims or defense against TcicCorp with respect to the Lease. 5. You consent to the proposed Transaction with the mulct -situ -Kling that. this consent will be effective only if the Transaction closes. The good working relationship which TeleCorp enjoys with its landlords is one of our most valuable assets. We hope to continue that relationship in Ills future, and we appreciate your assistance in helping facilitate the transfer of our towers. Please sign this letter below indicating your agreement with the provisions set. limb above and your confirmation that. the statements in the preceding paragraph are correct and return it to us in the enclosed, self-addressed, stamped envelope. Sincerely, TcicCorp Realty, LLC 13y: TcicCorp Communications, Inc. Its Managing Member 1 By: Thomas 14. Sullivan, President I/wc, the above -mulled Lessor(s), hereby agree to the provisions set forth above. City of Fayetteville, Arkansas By: Its: UIR 142 Completed Site Package Ltr 142C, Common Drive • • SITE LEASE AGREEMENT TIHS SITE LEASE AGREEMENT (this "Lease") is made this sv day of , 1998 , by and between the CITY OF FAYETTEVILLE, ARKANSAS, a city of the first class incorporated in the State of Arkansas ("Lessor") and TELECORP REALTY, L.L.C., a limited liability company formed in the State of Delaware ("Lessee"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. Property Lessor owns certain property located at 1060 S. Township Drive, Fayetteville, Arkansas, as further described on Exhibit A (hereinafter the "Property"). 2. Premises Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor the following (hereinafter collectively referred to as the "Leased Premises"): 3. Use/Equipment Standard Ground Lease LTR I42C Revision 1 (a) Ground space not to exceed 50' x 50' in size in the approximate location as described on Exhibit B. (b) Together with such rights of way and easements on, over, under, across, and through the Property for ingress and egress by motor vehicle or on foot and for the installation of wires, cables and electrical support equipment necessary for the installation and operation of Lessee's telecommunications equipment located upon the Property including but not limited to access from the nearest source of telephone and electric utilities. (a) The Leased Premises may be used by Lessee for the installation, operation, maintenance, repair, or replacement of (i) a monopole or self-supporting tower, not to exceed One Hundred Fifty feet (150') in height (the "Antenna Tower") and (ii) a pre -fabricated building not to exceed two hundred fifty square feet (250') (the "Building") and/or equipment cabinets supported on a concrete or raised platform (the "Equipment Cabinets"). The Antenna Tower, Building and/or Equipment Cabinets shall house and contain the equipment described on Exhibit C annexed hereto (hereinafter collectively referred to as the "Communications Equipment"). The Antenna Tower, Building, Equipment Cabinets and Communications Equipment are sometimes hereinafter collectively referred to as "Equipment." All Equipment, fixtures, appurtenances and improvements erected, located, placed or constructed by Lessee upon the Leased Premises shall remain the personal property of Lessee regardless of the manner or mode of attachment and may be removed by Lessee at its sole option at any time during the initial term, any renewal term or after termination or expiration of this Lease. Lessor hereby expressly waives any and all Lessor's liens or claims of such on said Equipment, fixtures, appurtenances, and improvements. (b) Lessor may install antennas on the Antenna Tower at a future date without any obligation to pay Lessee rent or other consideration, provided there is sufficient space on the Antenna Tower and the Antenna Tower has sufficient capacity to contain such antennas. If there is not sufficient space or sufficient capacity to contain Lessor's antennas at the time Lessor wants to install such antennas, Lessee shall have no obligation to relocate or remove any existing antennas or other equipment on the Antenna Tower to make room for Lessor's antennas. 10/19/98