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HomeMy WebLinkAbout42-07 RESOLUTIONRESOLUTION NO. 42-07 A RESOLUTION TO APPROVE A LEASE WITH CALLAHAN TOWER JOINT VENTURE TO LEASE SPACE NEAR THE OLD WIRE ROAD FIRE STATION #5 FOR $1,000.00 PER MONTH, FREE USE OF THE CELL TOWER FOR FIRE DEPARTMENT ANTENNAS AND REVENUE SHARING FOR THE SUBSEQUENT CELL PHONE CUSTOMERS WHEREAS, the City of Fayetteville Fire Department needs a tower to install two antennas at its new Old Wire Road site; and WHEREAS, the UDC encourages cell tower builders to build on city sites and to co - locate on existing cell towers. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS* Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the Land Lease Agreement (attached as Exhibit A) with Callahan Tower Joint Venture for an initial lease of $1,000.00 per month, plus free installation of two Fire Department antennas with revenue sharing for the second and later cell phone company customers who wish to install their cell phone antenna arrays on this cell tower. %WM? ffff ............. 14Z),°{1b1 °t ..5% • (IN .0 6-- • E. F AY ETT EV I LLE tee ,e St el' 14) C nti d1/27 • ./(A N • ,,N) ........... T00% By By: CAT-egc-40 .... PASSED and APPROVED this 6th day of March, 2007. APPROVED: ATTEST: () L SO ERA E. SMITH, City Cleric/Treasurer DAN COODY, Mayor • • • • LAND LEASE AGREEMENT This Agreement, made this day of 2007. between the CITY OF FAYETTEVILLE, ARKANSAS, 113 W.:Mountain Street, Fayetteville, AR 72701, hereinafter designated FAYETTEVILLE. and CALLAHAN TOWER JOINT VENTURE with its principal office located at Callahan Tower, 520 N. College Avenue, Fayetteville, AR 72701, hereinafter designated as CALLAHAN. FAYETTEVILLE and CALLAHAN are at times collectively referred to hereinafter as the "Parties". I. PREMISES. FAYETTEVILLE hereby leases to CALLAHAN a portion of that certain parcel of property referred to hereinafter as the Old Wire Road Fire Station site, located in Washington County, Arkansas, and described in Exhibit "A" attached hereto (the "Land Space"), together with the non-exclusive but constant (24 hours per day, 7 days a week) access and utility easement over, under, or along the existing driveway, said Land Space and easement (hereinafter collectively referred to as the "Premises") being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. CALLAHAN agrees not to block the driveway at any time and to coordinate and cooperate with the CITY OF FAYETTEVILLE and its Fire Department in their use and access to their facilities. 2. SURVEY. FAYETTEVILLE also hereby grants to CALLAHAN the right to survey the Old Wire Road Fire Station site and the Premises, and said survey after review and acceptance by FAYETTEVILLE shall then become Exhibit "B" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A". Cost for such work shall be borne by CALLAHAN. 3. TERM. This Agreement shall be effective as of the date of execution by both parties, and the initial term of five (5) years shall commence on May 1, 2007, at which time rental payments shall commence and be due at a total monthly rental of One Thousand Dollars ($1,000.00) to be paid on the first day of the month, in advance, to FAYETTEVILLE. 4. EXTENSIONS. This Agreement shall automatically be extended for four (4) additional five (5) year terms unless CALLAHAN terminates it at the end of the then current term by giving FAYE'TTEVILLE written notice of its intent to terminate at least six (6) months prior to the end of the then current term. 5. EXTENSION RENTALS. The monthly rental for the first five year extension term shall be increased by an amount equal to the total CPI increase during the five year period of the lease; the monthly rental for the second five year extension term shall be further increased by an amount equal to the total CPI increase during the second five year period of the lease; the monthly rental for the third five year extension term shall be further increased by an amount equal to the total CPI increase during the third five year period of the lease; and the monthly rental for the fourth five year extension term shall be further increased by an amount equal to the total CPI increase during the fourth five year period of the lease. 6. USE: GOVERNMENTAL APPROVALS. CALLAHAN shall use the Premises for the purpose of constructing, maintaining, repairing and operating a communications facility 1 and uses incidental thereto. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Premises at the discretion of CALLAHAN (not including the access easement). All improvements, equipment and conduits shall be at CALLAHAN s expense and the installation of all improvements shall be at the discretion and option of CALLAHAN. CALLAHAN shall have the right to replace, repair, add or otherwise modify its equipment and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, conduits or frequencies are specified or not on any exhibit attached hereto, during the Term. It is understood and agreed that CALLAHAN's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit CALLAHAN use of the Premises as set forth above. FAYETTEVILLE shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by CALLAHAN. In the event that any of such applications for such Governmental Approvals should be finally rejected; any Governmental Approval issued to CALLAHAN is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority CALLAHAN shall have the right to terminate this Agreement. Notice of CALLAHAN's exercise of its right to terminate shall be given to FAYETTEVILLE in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by CALLAHAN, or upon such later date as designated by CALLAHAN. All rentals paid to said termination •date shall be retained by FAYETTEVILLE. Upon such termination, this Agreement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each party to the other hereunder. Otherwise, CALLAHAN shall have no further obligations for the payment of rent to FAYETTEVILLE. If this site becomes technologically unsuitable for CALLAHAN's purposes, CALLAHAN may terminate this lease upon ninety days notice. 7. INSURANCE. CALLAHAN agrees that at its own cost and expense, it will maintain commercial general liability insurance with limits not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. 8. LIMITATION OF LIABILITY. In no event will either FAYETTEVILLE or CALLAHAN be liable to the other or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, whether under theory of contract, tort (including negligence), strict liability or otherwise. 9. INTERFERENCE. CALLAHAN agrees to install equipment of the type and frequency which will not cause material interference which is measurable in accordance with then existing industry standards to any equipment of FAYETTEVILLE or its lessees of the Property. In the event any after -installed CALLAHAN's equipment causes such interference, and after FAYETTEVILLE has notified CALLAHAN in writing of such interference, CALLAHAN will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at CALLAHAN's option, 2 powering down such equipment. and later powering up such equipment for intermittent testing. In no event will FAYETTEVILLE be entitled to terminate this Agreement or relocate the equipment as long as CALLAHAN is making a good faith effort to remedy the interference issue. CALLAHAN agrees to indemnify and hold Fayetteville harmless from any claim by other tenants that CALLAHAN's equipment has damaged or interfered with their equipment or service to their customers. FAYETTEVILLE agrees that it or other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and frequency which will not cause material interference which is measurable in accordance with then existing industry standards to the then existing equipment of CALLAHAN. 10. REMOVAL AT END OF TERM. CALLAHAN shall, upon expiration of the Term, or within ninety (90) days after any earlier termination of the Agreement, remove its building(s), antenna structure(s) (except footings), equipment, conduits, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted. FAYETTEVILLE agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of CALLAHAN shall remain the personal property of CALLAHAN and CALLAHAN shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable Laws. If such time for removal causes CALLAHAN to remain on the Premises after termination of this Agreement, CALLAHAN shall pay rent at the then existing monthly rate or on the existing monthly pro -rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. 11. QUIET ENJOYMENT. FAYETTEVILLE covenants that CALLAHAN, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. FAYETTEVILLE agrees that this lease shall survive and remain in force if FAYETTEVILLE sells or transfers any part of the Land Space. 12. TITLE FAYETTEVILLE represents and warrants to CALLAHAN as of the execution date of this Agreement, and covenants during the Term that FAYETTEVILLE is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement and that there are no covenants, easement or restrictions which prevent or adversely affect the use of occupancy of the Premises by CALLAHAN as set forth above. 13. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between FAYETTEVILLE and CALLAHAN and that no verbal or oral agreements, promises or understandings shall be binding upon either FAYETTEVILLE or CALLAHAN. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to 3 . r . enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, in law or in equity. 14. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of Arkansas and venue shall be in Washington County. 15. ASSIGNMENT. This Agreement may be sold, assigned or transferred by CALLAHAN without any approval or consent of FAYETTEVILLE to CALLAHAN's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all ..of CALLAHAN's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of FAYETTEVILLE, which such consent will not be unreasonably withheld or delayed. No change of stock ownership or control of CALLAHAN shall constitute an assignment hereunder. CALLAHAN may sublease any portion of the Property at its sole discretion upon notice to FAYETTEVILLE. Any sublease that is entered into by CALLAHAN shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns, heirs and legal representatives of the respective parties hereto. The term "Sublease", "Sublet' "Sublessee" and any other similar term shall apply to any situation by which CALLAHAN allows a third party use of the Property for co -location, whether it be by formal sublease, license or other agreement. All rights and responsibilities of CALLAHAN set forth in this Agreement shall be enjoyed by and binding on any Sublessee. (a) In the event CALLAHAN subleases any portion of the Property, in accordance with this Agreement, any rental paid by any Sublessee(s) shall be divided between FAYET"TEVILLE and CALLAHAN in the following manner: (i) The first cell phone carrier's antenna array is paid for by the monthly rent charged to CALLAHAN pursuant to this Land Lease Agreement; (ii) The gross rental paid by (and the gross value of any other type of consideration received from) the business using the second set of cell phone antennas shall be divided with 75% of the gross going to CALLAHAN and 25% to FAYETTEVILLE; (iii) The gross rental paid by (and the gross value of any other type of consideration received from) the business using the third and any subsequent set of cell phone antennas shall be divided with 50% of the gross going to CALLAHAN and 50% to FAYETTEVILLE. Any Sublessee shall be instructed to pay the foregoing percentage amounts directly to CALLAHAN. CALLAHAN shall be responsible to Fayetteville for the collection or payment of rents by the Sublessee and their remittance to FAYETTEVILLE. However. CALLAHAN shall have no liability to FAYETTEVILLE in the event of failure of payment by Sublessee. In this event, CALLAHAN shall have no liability of any nature to FAYETTEVILLE for failure to sublet all or any part of the premises to any or all potential Sublessee(s); CALLAHAN will provide FAYETTEVILLE with all agreements that have been executed by CALLAHAN and its Sublessee. (b) Notwithstanding any other provision of this Agreement, CALLAHAN shall not be required to obtain approval from FAYETTEVILLE for the subletting of the Property or 4 part thereof. CALLAHAN shall have the sole right to determine whether it will Sublet any portion of the Property or whethe? it will sublease to any specific Sublessee. 16. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): FAYETTEVILLE: CITY OF FAYETTEVILLE Office of the Mayor 113 W. Mountain Street Fayetteville, AR 72701 CALLAHAN: CALLAHAN TOWER JOINT VENTURE ATTN: Jason Steele 520 N. College Avenue Fayetteville, AR 72701 Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 17. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 18. DEFAULT. (a) In the event there is a breach by CALLAHAN with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, FAYETTEVILLE shall give CALLAHAN written notice of such breach. After receipt of such written notice. CALLAHAN shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which to cure any non -monetary breach, provided CALLAHAN shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and CALLAHAN commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. FAYETTEVILLE may not maintain any action or effect any remedies for default against CALLAHAN unless and until CALLAHAN has failed to cure the breach within the time periods provided in this Paragraph. However, repetitive breaches relating to blocking or interfering with the access easement or the rights of other tenants to successfully operate their equipment without electronic or other interference shall give FAYETTEVILLE the right to terminate this contract even if such breaches are temporary and cured within thirty days. (b) In the event there is a breach by FAYETTEVILLE with respect to any of the provisions of this Agreement or its obligations under it, CALLAHAN shall give FAYETTEVILLE written notice of such breach. After receipt of such written notice, 5 FAYETTEVILLE shall have thirty (30) days in which to cure any such breach, provided FAYETTEVILLE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and FAYETTEVILLE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. CALLAHAN may not maintain any action or effect any remedies for default against FAYETTEVILLE unless and until FAYETTEVILLE has failed to cure the breach within the time periods provided in this Paragraph. Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if FAYETTEVILLE fails, within five (5) days after receipt of written notice of such breach, to perform an obligation required to be performed by FAYETTEVILLE if the failure to perform such an obligation interferes with CALLAHAN's ability to conduct its business on the Property; provided, however, that if the nature of FAYETTEVILLE's obligation is such that more than five (5) days after such notice is reasonably required for its performance, then it shall not be a default under this Agreement if performance is commenced within such five (5) day period and thereafter diligently pursued to completion. 19. REMEDIES. Upon a default, the non -defaulting party may at its option (but without obligation to do so), perform the defaulting party's duty or obligation on the defaulting party s behalf. The costs and expenses of any such performance by the non - defaulting party shall be due and payable by the defaulting party upon invoice therefor. In the event of a default by either party with respect to a material provision of this Agreement, without limiting the non -defaulting party in the exercise of any right or remedy which the non -defaulting may have by reason of such default, the non -defaulting party may terminate the Agreement and/or pursue any remedy now or hereafter available to the non -defaulting party under the laws or judicial decisions of the state in which the Premises are located; provided, however, FAYETTEVILLE and CALLAHAN shall use reasonable efforts to mitigate any damages in connection with a default by FAYETTEVILLE or CALLAHAN. If CALLAHAN so performs any of FAYETTEVILLE's obligations hereunder, the full amount of the reasonable and actual cost and expense incurred by CALLAHAN shall immediately be owing by FAYETTEVILLE to CALLAHAN, and FAYETTEVILLE shall pay to CALLAHAN upon demand the full undisputed amount thereof with interest thereon from the date of payment at the highest rate permitted by applicable Laws. Notwithstanding the foregoing, if FAYETTEVILLE does not pay CALLAHAN the full undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount due from CALLAHAN, CALLAHAN may offset the full undisputed amount, including all accrued interest, due against all fees due and owing to FAYETTEVILLE until the full undisputed amount, including all accrued interest, is fully reimbursed to CALLAHAN. 20. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following the event, CALLAHAN may terminate this by sending written notice to FAYETTEVILLE. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such 6 fire or other casualty in proportion to the degree to which CALLAHAN'S use of the Premises is impaired. • 21. CONDEMNATION. In the event of any condemnation of all or any portion of the Property, this Agreement shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. If as a result of a partial condemnation of the Premises or Property, CALLAHAN, in CALLAHAN's sole discretion, is unable to use the Premises for the purposes intended hereunder, or if such condemnation may reasonably be expected to disrupt CALLAHAN's operations at the Premises for more than forty-five (45) days, CALLAHAN may, at CALLAHAN's option, to be exercised in writing within fifteen (15) days after FAYETTEVILLE shall have given CALLAHAN written notice of such taking (or in the absence of such notice, within fifteen (15) days after the condemning authority shall have taken possession) terminate this Agreement as of the date the condemning authority takes such possession. CALLAHAN may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the equipment, conduits, fixtures. its relocation costs and its damages and losses. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement,. CALLAHAN does not terminate this Agreement in accordance with the foregoing, this Agreement shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area of the Premises. In the event that this Agreement is not terminated by reason of such condemnation, CALLAHAN shall promptly repair any damage to the Premises caused by such condemning authority. 22. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 23. APPLICABLE LAWS. CALLAHAN shall, in respect to the condition of the Premises and at CALLAHAN's sole cost and expense, comply with (a) all Laws relating solely to CALLAHAN'S specific and unique nature of use of the Premises; and (b) all building codes requiring modifications to the Premises due to the improvements being made by CALLAHAN in the Premises. 24. SURVIVAL. Any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 7 '61 25. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 26. CITY OF FAYETTEVILLE'S RIGHT TO USE TOWER. As an express condition for this lease and for the reduced rental payments demanded from CALLAHAN, CALLAHAN agrees to provide FAYETTEVILLE and its Fire Department adequate access to and use of the tower and Leased Property to install antennas at sufficient height and location to fulfill the needs of FAYETTEVILLE and the Fayetteville Fire Department. FAYETTEVILLE agrees to cooperate with CALLAHAN in the placement of its antennas to attempt to avoid interfering with CALLAHAN's or sublessees' use of the tower for cell phone purposes. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. CALLAHAN TOWER JOINT VENTURE A/14,•••--- ASON STEELE President By: By /0. MICHAEL SMITH, €4€0- Vie -e- rn& Attest: SA Attes 8 CITY OF FAYETTEVILLE DAN COODY Mayor Sondra Smith, City Clerk 01;171741 ,,,, .9% ,e7f4;k..0-cYCY 0;J. e•St • <cc; ..t• E: : FAYETTEVILLE.: :4 te• <PVT -OA cP" AGENDA REQUEST FORM FOR: COUNCIL MEETING OF MARCH 6,2007 31 6 1°1 &I /a IVA rrovor Joni* Vorri a rd.. FROM: KIT WILLIAMS, City Attorney ORDINANCE OR RESOLUTION TITLE AND SUBJECT: A Resolution To Approve A Lease With Callahan Joint Venture To Lease Space Near The Old Wire Road Fire Station #5 For $1,000.00 Per Month, Free Use Of The Cell Tower For Fire Department Antennas And Revenue Sharing For The Subsequent Cell Phone Customers APPROVED FOR AGENDA: Fire Chief Date \a A Director 1 2.1 f Operations Date Z -(37 CitirtIZITney Date -441, Date RESOLUTION NO. A RESOLUTION TO APPROVE A LEASE WITH CALLAHAN TOWER JOINT VENTURE TO LEASE SPACE NEAR THE OLD WIRE ROAD FIRE STATION #5 FOR $1,000.00 PER MONTH, FREE USE OF THE CELL TOWER FOR FIRE DEPARTMENT ANTENNAS AND REVENUE SHARING FOR THE SUBSEQUENT CELL PHONE CUSTOMERS WHEREAS, the City of Fayetteville Fire Department needs a tower to install two antennas at its new Old Wire Road site; and WHEREAS, the UDC encourages cell tower builders to build on city sites and to co -locate on existing cell towers. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the Land Lease Agreement (attached as Exhibit A) with Callahan Tower Joint Venture for an initial lease of $1,000.00 per month, plus free installation of two Fire Department antennas with revenue sharing for the second and later cell phone company customers who wish to install their cell phone antenna arrays on this cell tower. PASSED and APPROVED this 6th day of March, 2007. APPROVED: ATTEST: By: By: DAN COODY, Mayor SONDRA SMITH, City Clerk/Treasurer City of Fayetteville Fire Department 303 W. Center St. Fayetteville, AR. 72701 Phone (479) 575-8365 Fax (479) 575-0471 MEMORANDUM To: Fayetteville City Council Thru: Kit Williams, City Attorney From: Tony Johnson, Fire Date: February February 14, 2007 Copy: Mayor Coody I am writing this letter in support of the cellular phone tower that is proposed by Callahan Tower Joint Venture (CTJV) which will be located south of the new fire station #5 that is currently under construction at Crossover and Old Wire Roads. Over the past several weeks, I have worked closely with City Attorney Kit Williams and CTJV on this proposal. I believe that this project is in the best interest of the City of Fayetteville, CTJV and the people of our community. All parties will benefit from the improved and enhanced communications that this tower will provide In addition, CTJV has agreed to provide adequate space on the proposed tower for the placement of communication and radio antennas for the fire department, thus eliminating the need for the fire department to erect an additional tower in the same proximity. Thanking you in advance for your consideration and approval of this joint venture. a • KIT WILLIAMS FAYETTEVILLE CITY ATTORNEY DAVID J. WHITAKER Assistant City Attorney . Judy Housley Office Manager Phone. (479) 575-8313 FAX . (479) 575-8315 Mr. Dave Reynolds . Mr. Jason Steele Callahan Joint Tower Ventiire 520 N. College Avenue Fayetteville, AR 72701 9 January 26, 2007 • 09 RE. Old Wire Road Fire Station Site %- Dear Jason & Dave: THE CITYOF FAYETTEVILLE, ARKANSAS 113 W. Mountaih, Suite 302 Fayetteville, AR 72701-6083 I have reworked the Land Lease Agreement pursuant to our agreement to lower the initial rent from $2,000.00 to $1,000.00 and the revenue sharing for the second tenant from 50% to 25% in consideration of the City's use of the Tower for a dish anterina and a whip antenna. If this Land LeaseAgreement is satisfactory, please sign it and return.it to the so I can submit it to the City Council. With kmdest regards, KIT WILLIAMS Fayetteville City Attorney KW/jh cc: Gary Dumas, Director of Operations Chief Tony Johnson Enclosure EXHIBIT "A" PREMISES DESCRIPTION E! 9 From: To: Date: Subject: Attachments: CC: Kit: Attached is a copy of original agreements. Thanks. Clarice Clarice Pearman Williams, Kit 3.13.07 4:05 PM Res. 42-07 42-07 Callahan Tower Joint Venture.pdf Audit the above resolution passed by City Council, March 6, 2007. I will forward to you three of four If anything else is needed please let me know. Clarice Buffalohead-Pearman, CMC City Clerk/Treasurer Division 113 West Mountain Fayetteville, AR 72701 479-575-8309 cpearman@d.fayetteville.ar.us 3.13.07 Clarice Pearman - Res. 42-07 Pagel From: To: Date: Subject: Attachments: CC: Kit: Attached is a copy of original agreements. Thanks. Clarice Clarice Pearman Williams, Kit 3.13.07 4:05 PM Res. 42-07 42-07 Callahan Tower Joint Venture.pdf Audit the above resolution passed by City Council, March 6, 2007. I will forward to you three of four If anything else is needed please let me know. Clarice Buffalohead-Pearman, CMC City Clerk/Treasurer Division 113 West Mountain Fayetteville, AR 72701 479-575-8309 cpearman@d.fayetteville.ar.us MEMORANDUM OF LEASE AGREEMENT This Indenture, made this lstth day of May, 2007, by and between City of Fayetteville, hereinafter called Lessor, Callahan Tower Joint Venture, an Arkansas company, hereinafter called Lessee. Lessor has agreed to let and hereby does let and demise to Lessee and Lessee has Agree to take and does hereby take from Lessor a portion of the following described real Property situated in the County of Washington, State of Arkansas, said real property being Described in Exhibit "B" attached hereto and made apart hereof, And hereinafter referred to as the "Leased Premise"; TO HAVE AND TO HOLD the same for a lease term of Thirty (30) years, Commencing on the Ist day of May, 2007, subject to the terms and Conditions more particularly set forth in a LEASE AGREEMENT executed by the Lessor And Lessee referred to herein, and bearing even date herewith for the purposes of Constructing, operating and maintaining a radio transmission facility and other activities Related thereto. IN WITNESS WHEREOF, the parties hereto have executed this Indenture the Day and year first hereinabove written. LESSEE: Callahan Tower Joint Venture 13 Michael B. Smith LESSEE: Callahan Tower Joint Ven By: State of Arkansas Jason R Steele County of Washington On this fit day of tfpg,,I.- 2007, before me a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Dan Coody being fully capable and under no duress, willingly did execute such instrument, stating his capacity 1 as Owner, to me personally well known, who stated that he was the and further stated and acknowledged that he 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 _Lea day of A -ph le. ,2007. , ,,Aniumwwm,,, C94--4-&- ifit-aczt-ta-2 e ''d'?-( 4 NOTARY PUBLIC *%. My Commission Expires: 1-1-1-6 7= co .4.-s, .:.• Nor,441):•,:-.s. = r .... • ... cn= -.: cp • tie. : 5. s..---. v.E., 2.... L. 1 c .• 2 c: -z:- ... ,c -....c..„, 4, b.... ''' .-.. 0A--• n .... t.,. ... ,..- -.410081niii;amikoo State of Arkansas ss County of WaShe'Vkli On this I ( day of Mont I 2007, before me a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Jason R Steele being fully capable and under no duress, willingly did execute such instrument, stating her capacity as Owner, to me personally well known, who stated that he was the and further stated and acknowledged that he had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. Irj TESTIMONY WHEREOF, I have hereunto set my hand and official seal this ( day of i 2007. NOTARY PUBLIC My Commission Expires: ffcQQ- 020[3 cf)47741ia_ State of Arkansas 1 DONNA S. SULLIVAN NOTARY PUBLIC -STATE OF ARKANSAS WASHINGTON COUNTY My Commission Expires 11-20-2013 L ss County of thcAirefon On this (1 day of 2007, before me a Notary Public duly commissioned, qualified and acting, within and for aid County and State, appeared in person the within named Michael_B Smith as Owner, to me personally well known, who stated that he was the and further stated and acknowledged that he 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 1 1 day of NO 11/4RY PUBLIC 2007. My Commission Expires: 11 -c20 -00 13/42a.,J DONNA S. SULLIVAN NOTARY PUBLIC -STATE OF ARKANSAS WASHINGTON COUNTY My Commission Expires 11-20-2013 2 f 1. - 0 a) 1 1 i CD (D •-•1 .-t- i 3 i .-^ a n E -A a) n) = Th- CO cri to Er Di 7 M M ID a; a) m 1:3cn —1 --, w I-, cr — . . l i `-< Er i m --4 Cri mr- 5 -2 -, cu CD in 0 0 (T R r--- C at) P 11) 0 no 0 a a r C -2 toN 5 g r I SI) u, 2 0 > w > cp r 0 m c 0 a (D m x %.< al co m a xi 1-0 riC2 : _ 0 m () E a al > r- ,_, i • g * 0 5 —i > , co 0 7) 0 a) a) TV6-W, LLC 4091 Viscount Ave. Memphis, TN 38118 April 7, 2009 City of Fayetteville c/o Fayetteville City Attorney 113 W. Mountain Fayetteville, AR 72701 uP/02- -07 4‘01 grild9 vefis..t— OtilizAtil eti 4*311-1V Re: Land Land Lease Agreement ("Lease") made as of April 6, 2007 between City of Fayetteville, AR and Callahan Joint Tower Venture with respect to that certain portion of real property located at Old Wire Road Fire Station, Washington County, Arkansas ("Leased Premises"), more particularly described in the Lease Dear Mr. Williams: TV6-W, LLC and Callahan Tower Joint Venture have entered into a transaction whereby TV6-W, LLC is purchasing substantially all of Callahan Tower Joint Venture's assets in the market including, but not limited to, the Lease and the personal property associated with the wireless communications tower located on the Leased Premises. As a condition of the purchase, TV6-W, LLC is requesting the City of Fayetteville to confirm and acknowledge that Callahan Tower Joint Venture is currently in full compliance with the Lease. By signing and returning this letter, the City of Fayetteville acknowledges and agrees that Callahan Tower Joint Venture is currently in full compliance with its Lease with the City of Fayetteville. Please have the City of Fayetteville execute below and return to Jay Lindy, Burch, Porter & Johnson, PLLC, 130 N. Court Ave., Memphis, TN 38103. If you have any questions, please do not hesitate to contact Jay Lindy at 901/524-5147. Acknowledged and Confirmed: City of Fayette ille, AR oneld Jor Attest: p.„4„, Son ra Smith, City Clerk ayor Sincerely, TV W, LLC William Orge , President iii fffffff et ftLt ffffffffffffffff etc> • • ..... • kSICe S.A. • • .0 Ote • • loS • (AS • • 1--/ ::: • _ : FAYETI EVILLE)... ti-tt • k. 9112.0 1:15.%%•). ÷);- .......... 9.0 ‘‘‘ W J. MICHAEL Corn pa PORTER CHARLES E NEWMAN C. THOMAS CATES JOE M. DUNCAN J. Bitooli LArtumm JEF FEIBELMAN DEWITT M. SHY, JR. Au.liN t MalioNli W. Rovarrr Scorr R. MICHAEL Parra Rains B. LAKE DAVID J. HARRIS SAM L. Clumps. NkmAN A. BICKS STEPHEN D. CRAWLEY LAUREL C. WILUMAS LISA A. KRUFICKA LEEANNE MARSHALL COX Bum WEEMS BRADLEY LES JONES MELISSA A. MAILWICH JAY FL LINDY Caosey TODD A. ROSE Doucus E FLu.gAN R. PORTER FEUD CHARLES S. Bunts Josrtua B. LAWHEAD JENNIFER S. HAGERMAN TAYLOR A. CATES MILTON L. LOVELL DAVID K GOODMAN,Pt. DEBRA &WILES FEDEX Kit Williams Fayetteville City Attorney 113 W. Mountain Fayetteville, AR 72701 LAW OFFICES BURCH, PORTER & JOHNSON A PROFESSIONAL LIMITED LIABILITY COMPANY 130 NORTH COURT AVENUE MEMPHIS, TENNESSEE 38103 TELEPHONE 901-524-5000 FAX 901-524-5024 (Writers Direct Dial 901/524-5147) Internet E-mail: 7Lindy@bpjlaw.com April 9, 2009 Re: TV6-W, LLC Land Lease Agreement with the City of Fayetteville, AR Dear Kit: ErucJ. PLUMIEY MARY HMI Monists JOHN R. MCCANN FRANK B.THACHER, 111 LEAH L Haus ANICA C. CONNER MARY C. HAMM PAULA P. DANIEL. EMILY T. BRACBSTONE DAVID E. MCKINNEY C. FARtus DEBOARD Luaus E. BURC14jR. 1912-1996 Joan S. PORTER 1909-1990 JESSE E. JOHNSON, JR. 1913-1980 Cam N. BURCH 1868-1938 Ii. D. MINOR 1868-1947 CLINTON H. McKay 1889-1943 PARIS OFFICE 107 Wur Bormli P.O. Box 130 Pants, TENNESSEE 38242 TELEPHONE 731-642-2555 FAx 731-642-1070 As a follow up to our telephone conversation last week, I am forwarding to you a short letter agreement from TV6-W, LLC asking the City of Fayetteville to acknowledge Callahan Tower Joint Venture's current compliance with its lease with the City of Fayetteville. Jason Steele and Michael Smith, d/b/a Callahan Tower Joint Venture, have entered into an agreement with TV6-W, LLC for the sale of substantially all of the assets of Callahan Tower Joint Venture consisting of seven (7) communication towers located in the northwest Arkansas area As a condition to the closing, Callahan needs to deliver estoppels of the landlords confirming to TV6- W, LLC that Callahan Tower Joint Venture is not in default under the Lease. As we discussed, T6 -W, LLC is agreeable in lieu of an estoppel from the City of Fayetteville to receive a statement from the City of Fayetteville that Callahan Tower Joint Venture is in full compliance with its leases with the City of Fayetteville. To this end, we have enclosed a letter agreement from TV6-W, LLC for execution by the Mayor and to be attested by the City Clerk. I have also enclosed a copy of TV6-W's registration to do business in Arkansas. TV6-W, LLC is the acquisition arm of TV6 Holdings LLC, a communications tower company which develops, acquires, and operates over 400 communication towers in over 20 states. TV6-W, LLC will be the owner of the 7 Callahan Towers and together with their other acquisitions will own and operate 31 towers by the close of the second quarter of this year. The principals of TV6 Holdings LLC have developed communication towers for the last 20 years and currently ranks as one of the larger privately held tower companies in the country. In addition, principals of TV6 Holdings LLC have other interests in northwest Arkansas. TV6 Holdings, LLC's lead investor is also a principal in the Ruth's Chris Restaurant in Rogers, Arkansas. U:Mindyi1WPDATMORGEL \TV6 Holdings LLCCallihankfayettevilleattorneylb-040709.doc April 9, 2009 Page 2 TV6-W, LLC's contact information is: TV6-W, LLC 4091 Viscount Ave. Memphis, TN 38118 Attn: William Orgel Phone: 901/794-9494 Please let me know if you require any additional information of TV6-W, LLC. Enclosed is an executed letter agreement by TV6-W, LLC which we request the City of Fayetteville to execute and return in the enclosed overnight envelop. Very truly yours, JOHNSON, PLLC Jay i /vcl Enclosure U:\lindyj\WPDATA\ORGEL\TV6 Holdings LLC\Callihan\fayettevilleattomeyltr040709.doc From: Patricia Leach To: Williams, Kit CC: Hertweck, Marsha Date: 4/14/2009 10:53 AM Subject: Callahan Tower Kit, Marsha asked me to let you know that Callahan is current on their payments. Trish e /% A.v1� /°I A70 Pagel of l Clarice Pearman - Callahan/TV-6W LLC From: Clarice Pearman To: Williams, Kit Date: 4.15.09 10:57 AM Subject: Callahan/TV-6W LLC CC: Audit Attachments: Audit Kit: Attached is a copy of your lease agreement transfer. I am filing it with Res. 42-07, March 3, 2007 which authorizes the lease agreement for the cell tower at Fire Station No. 5. Please let me know if there is anything else needed for this item. Have a good day. Clarice Clarice Buffalohead-Pearman, CMC, CAMC City Clerk/Treasurer Division 113 West Mountain Fayetteville, AR 72701 479-575-8309 cpearman@cifayetteville.ar.us file://C:\Documents%20and%2OSettings\cpearman.000\Local%2OSettings\Temp\XPgrpwise\49E5 BD9CF... 4.15.09 Fly &/ 2 -oi AbM yiZ�/oy MEMORANDUM OF LEASE AGREEMENT Orr ct ®}� This Indenture is made this- day of , 2009 by and between the City of Fayetteville, Arkansas, hereinafter called Lessor, and Callahan Tower Joint Venture, an Arkansas company, hereinafter called Lessee. Lessor has agreed to let and hereby does let and demise to Lessee and Lessee has agreed to take and does hereby take from Lessor a portion of the following described real property situated in the County of Washington, State of Arkansas, said real property being Described in Exhibit "A" attached hereto and made a part hereof and hereinafter referred to as the "Leased Premises." To have and to hold the same for a lease term of five years (5) with five (5) renewal options years, commencing on the l day of May 2007, subject to the terms and conditions more particularly set forth n a Lease Agreement executed by the Lessor and Lessee referred to herein, and bearing even date herewith for the purpose of constructing, operating, and maintaining a communication facility and other activities related thereto. IN WITNESS WHEREOF, the parties hereto have executed this Indenture the day and year first hereinabove written. LESSOR: LESSEE: City of Fayetteville, Arkansas By: Lioneld Jor , Mayor Callahan Tower Joint Venture LESSEE: Callahan Tower Joint Venture By: ason R. Steele Exhibit "A" Part or the Southwest Quarter of the Northwest Quarter of Section 31, Township 17 North, Range 29 West, Washington County, Arkansas being more particularly described as follow: Commencing at the Northwest Corner of the Southwest Quart of the Northwest Quarter. Thence along the West line of said Forty, South 01°59'17" West, 540.48 feet. Thence leaving said West line, South 86°29'25" East, 497.75 feet. Thence North 01°53'00" East, 217.36 feet. Thence South 86°29'25" East, 29.75 feet to the Point of Beginning. Thence South 86°29'25" East, 31.47 feet. Thence South 36°2.4'38" 1Vest, 11.55 feet. Thence South 53°03'48" East, 11.85 feet. Thence North 37°11'16" East, 6.49 feet. Thence South 81°54'17" East, 36.98 feet. Thence around a curve to the right having a radius of 6.00 feet and subtended by a chord bearing and distance of South 33°02'29" East, 9.04 feet. Thence South 15°49'I8" 1Vest, 58.54 feet. Thence around a curve to the right having a radius of 6.00 feet and subtended by a chord bearing and distance of South 54°04'16" West, 7.43 feet. Thence North 87°40'15" West, 60.47 feet. Thence Non!' 01°59'26" East, 83.68 feet to the Point of Beginning, containing 0.13 of an acre and subject to any Easements of Record. Also having rights to a 15.00 foot utility easement being 7.50 feet each side of a centerline described as follows: Commencing at the Northwest Corner of the above described tract. Thence South 86°29'25" East, 31.47 feet. Thence South 36°24'38" West, 11.55 feet. Thence South 53°03'48" East, 11.85 feet. Thence North 37°11'16" East, 6.49 feet. Thence South 81°54'17" East, 36.98 feet. Thence around a curve to the right having a radius of 6.00 feet and subtended by a chord bearing and distance of South 33°02'29" East, 9.04 feet. Thence South 15°49'18" West, 18.56 feet to the Point of Beginning. Thence South 70°53'I9" East, 28.77 feet to a power pole and the Point of Termination. Also having rights to a drainage, ingress and egress casement being described as follows: Commencing at the Northwest Corner of the above described tract. Thence South 01°58'26" West, 83.68 feet. Thence South 87°40'15" East, 40.65 feet. Thence South 02°19'11" West, 60.04 feet. Thence around a curve to the Left having a radius of 9.50 feet and subtended by a chord bearing and distance of South 32°22'47" East, 10.82 feet. Thence South 67°04'44" East, 20.56 feet to the West right of way line of Crossover Road. Thence along sold right of way line, around a curve to the right having a radius of 764.96 feet and subtended by a chord bearing and distance of South 24°58'04" West, 25.21 feet. Thence leaving said right of way lint, North 66°30'39" West, 35.41 feet. Thence around a curve to the right having a radius of 10.50 feet and subtended by a chord bearing and distance of North 32°16'07" West, 11.82 feet. Thence North Ol °58'25" East, 0.68 of a foot. Thence around a curve to the right having a radius of 4.50 feet and subtended by a chord bearing and distance of North 42°51'12" West, 6.34 feet. Thence North 37°40'49" West, 12.53 feet. Thence North 02°19'11" East, 27.34 feet. Thence North 88°07'00" West, 27.34 feet. Thence North 01°53'00" East, 128.06 feet. Thence South 87°28'49" East, 29.75 feet to the Point of Beginning. STATE OF ARKANSAS COUNTY OF WASHINGTON On this i4 day of _C�l V ( I ( , 2009, before me a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Lioneld Jordan, being fully capable and under no duress, willingly did execute such instrument, stating his capacity as Owner, to me personally well known, who stated that he was the Mayor of the City of Fayetteville, Arkansas and further stated and acknowledged that he 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 hereunder set my hand and seal this day of f' j 2009. �Junuunp1� `�OQGF'���gS10N +r�pa9 •f ''•: (� a�;b'hGQ-9� "�.1./td�ls�a�+--� a� •c4 N0TAPA` - ;S Notary Public My Commission Expires: _y; ; zsg STATE OF ARKANSAS COUNTY OF WASHINGTON On this Z_. day of j Wt' ( , 2009, before me a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Jason R. Steele, being fully capable and under no duress, willingly did execute such instrument, stating his capacity as Owner, to me personally well known, who stated that he was the c de of and further stated and acknowledged that he 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 hereunder set my hand and seal this c2 7 day of 44€/f , 2009 My Commission Expires: // 02O'S uONNA S. SULLIVAN :4RY PUBLIC -STATE OF ARKANSAS WASHINGTON COUNTY 1.rn. ion Fxnirec STATE OF ARKANSAS COUNTY OF WASHINGTON On this az day of H, . I , 2009, before me a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Michael B. Smith, being fully capable and under no duress, willingly did execute such instrument, stating his capacity as Owner, to me personally well known, who stated that he was the VIE , c'd°n!L and further stated and acknowledged that he 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 hereunder set my hand and seal this ?Z day of I�o,e/I ,2009 My Commission Expires: //-2O -0201c3 JUNNA S. SULLIVAN ARY PUBLIC -STATE OF ARKANSAS WASHINGTON COUNTY --,.iecipn Fgniroc 11.9n ^^, •City of Fayetteville Staff Review Form City Council Agenda Items and Contracts, Leases or Agreements N/A - City Council Meeting Date Agenda Items Only Peggy Bell Accounting Accounting & Audit Submitted By Division Department Action (2 copies) needs Mayor's signal There is no change in revenue. Cost of this request Account Number 0 Project Number Budgeted Item EJ Category / Project Budget Funds Used to Date Remaining Balance Budget Adjustment Attached EJ CL. Department Director Date Cit ney Date Finance and Internal Services Director _ Date hi of aff Date l— ayor Date is being transferred to Program Category / Project Name Program / Project Category Name Fund Name Previous Ordinance or Resolution # Original Contract Date: Original Contract Number: 42-07 Received in City 0 2-21-1 2 P 01 : 3 7 RCVD V D Clerk's Office Received in Mayor's Office ai Revised January 15, 2009 CI•COUNCIL AGENDA MEMO To: Mayor Lioneld Jordan Thru: Marsha Hertweck Paul Becker (a PD From: Peggy Bell pb Contract & Grant Accountant Date: February 9, 2012 Subject: Lessee change from TV6 to GTP Structures RECOMMENDATION Staff recommends Mayor's signature and notarized (2 copies) BACKGROUND Resolution 42-07 dated March 6, 2007 (attached) approved a joint venture with The City of Fayetteville and Callahan Tower (Old Wire Fire Station #5) to install Fire Department antennas and rent space to subsequent cell phone company customers. On April 7, 2009 Callahan Tower Joint Venture's assets were purchased by TV6- W LLC. GTP Structures has now purchased the assets of TV6. The new lease agreement has been reviewed by Jason Kelley of the City Attorney's office, who has indicated that it is ready for the Mayor's signature. DISCUSSION There is a change in ownership. BUDGET IMPACT The revenue will remain unchanged. Telecommunications Device for the Deaf TDD (479) 521-1316 113 West Mountain - Fayetteville, AR 72701 • lip Site ID: US -AR -5031 GTP Site Name: Mud Creek When Recorded Return To: Fidelity National Title Insurance Corp.\CLSS 7130 Glen Forest Drive, Suite 300 Richmond, VA 23226 Prepared By: GTP Structures IV, LLC 750 Park of Commerce Blvd., Suite 300 Boca Raton, FL 33487 AGREEMENT REGARDING GROUND LEASE THIS AGREEMENT REGARDING GROUND LEASE (this "Agreement") is made as of Fb zi.,Zoi7-- , 2012, between the party identified as "Landlord" on the signature page hereof ("Landlord") and Global Tower, LLC, through one of its affiliates, subsidiaries and/or assigns (such entity, "Global Tower"). RECITALS: A. Landlord and TV6-W, LLC, a Delaware limited liability company ("Existing Tenant") are parties to a certain Lease dated March 6, 2007, (the "Lease"), covering certain real property more particularly described on Exhibit A attached hereto (the "Property"); B. Pursuant to an Asset Purchase Agreement dated as of December 12, 2011, by and between the Existing Tenant and Global Tower, or one of its subsidiaries, affiliates or assigns, Global Tower has acquired or intends to acquire the Existing Tenant's interest in the Lease, and Global Tower requests that Landlord consent to (if required) and acknowledge the acquisition by the Global Tower of the Existing Tenant's interest in the Lease; C. Global Tower (or an affiliate of Global Tower) is issuing notes (the "Note") pursuant to an Indenture by and among Toronto Dominion (Texas) LLC, as administrative agent (together with its successors and assigns, the "Administrative Agent") and various lenders from time to time party thereto ("collectively, the "Lenders"), secured by a mortgage or other security instrument encumbering all of Global Tower Tenant's interest in the Lease. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereto hereby agrees as follows: GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek 1. Landlord Consent. To the extent any such consent is required by the Lease, Landlord hereby consents to the acquisition by Global Tower, directly or indirectly, of Existing Tenant's interest in the Lease. 2. Estoppel Certificate. Landlord certifies to Global Tower (and Leasehold Lender, as defined below, which Leasehold Lender may rely on such statements) that the following statements are true as of the date hereof: (a) Existing Tenant is the current tenant under the Lease (a full copy of which, including all amendments thereto is annexed as Exhibit B) and the Lease is in full force and effect and contains the entire agreement between Landlord and the Existing Tenant with respect to the Property. (b) No default exists under the Lease on the part of Existing Tenant, and, to Landlord's knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both, would constitute a default by Existing Tenant under the Lease. (c) The Existing Tenant may use the tower and related improvements located on the Property for the subleasing / sublicensing of space for the collocation of communications equipment. 3. Agreement with Respect to the Lease. Following the consummation of the acquisition of the Lease by Global Tower: (a) The Administrative Agent and any other administrative agent or any Lender ((each a "Leasehold Lender") under any note or loan secured by a mortgage (or deed of trust) lien on Global Tower's (or any successor to Global Tower by foreclosure or otherwise) interest in the Lease (each, as amended or modified from time to time, a "Leasehold Mortgage") shall have all of the rights of Global Tower under the Lease, including the right to exercise any renewal option(s) or purchase option(s) set forth in the Lease, and to assign the Lease as permitted in the Lease. (b) Landlord shall deliver to the Leasehold Lender (at the address specified herein, or at such other address as shall be designated in writing to Landlord) a copy of any default notice given by Landlord to Global Tower under the Lease. No default notice from Landlord to Global Tower shall be deemed effective as against Leasehold Lender unless received by Leasehold Lender. (c) If Global Tower defaults on any monetary obligations under the Lease, Landlord shall accept a cure thereof by the Leasehold Lender within thirty (30) days after Leasehold Lender's receipt of notice of such defaults. For non -monetary defaults, Landlord shall not terminate the Lease for so long as the Leasehold Lender is diligently pursuing a cure of the default, and if curing such non -monetary default requires possession of the Property, and then Landlord agrees to give the Leasehold Lender a reasonable time to obtain possession of the Property and to cure such default. (d) The Lease may not be amended in any respect which would be reasonably likely to have a material adverse effect on Leasehold Lender's interest therein or surrendered, terminated or cancelled, without the prior written consent of Leasehold Lender. GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek (e) If the Lease is terminated for any reason, or otherwise rejected in bankruptcy, Landlord will enter into a new lease with Leasehold Lender on the same terms as the Lease, if the Leasehold Lender pays all past due amounts under the Lease within 30 days of notice of such termination. 4. Memorandum of Lease. To the extent the Lease or a memorandum thereof has not previously been recorded, this Agreement shall constitute a "memorandum of lease" under applicable State law and may be recorded in the applicable public records, the provisions of the Lease (with certain financial terms redacted therefrom) being as set forth on Exhibit B annexed hereto and made a part hereof. 5. Notices. All notices sent to Leasehold Lender shall be in writing and sent by United States mail postage prepaid or other reputable courier service at the following address (or at such other address notified in writing by Leasehold Lender to Landlord): Toronto Dominion (Texas) LLC 31 West 52nd Street New York, NY 10019 Aft: Admin Agent Attention: GTP Deal Manager Fax: (416) 590-4336 6. Miscellaneous. (a) If this Agreement is inconsistent with the Lease, this Agreement shall control. (b) This Agreement shall be binding upon Landlord and its successors and assigns and shall inure to the benefit of Global Tower and Leasehold Lender. (C) This Agreement may not be amended or modified except by a written agreement executed by Landlord, Global Tower and the Leasehold Lender. This Agreement may be executed in any number of separate counterparts and all signatures need not be on the same counterpart. [SIGNATURE PAGES IMMEDIATELY FOLLOW] GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek LANDLORD SIGNATURE PAGE IN WITNESS WHEREOF, the undersigned,.by its member, pursuant to proper authority of its operating agreement and/or bylaws, has duly executed, sealed, acknowledged and delivered this instrument as of the day and year first above written. Title: STATE OF: COUNTY OF: On the ZZ day of - CL , in the year 201.4, before me, the undersigned, personally appeared L l pt. 'A.f) I10 rmcz,n , of C.;4 -L D- fTk y elkojLpersonally known to me or proved to me on the basis of satisfactory evidence to be thual(s) whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, that by his/her signature on the instrument, the individual(s), or the person(s) upon behalf of which the individual(s) acted, executed the instrument and that such individual(s) made such appearance before the undersigned in the State of ______ , County of IA )c , Notary Public Print NjpetlIIIh 3iL1/) - ) A L-6-5 My 4asxls: :ci - (o : oTARV'ct aD c. n PU 81.��_�� c GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek GLOBAL TOWER SIGNATURE PAGE IN WITNESS WHEREOF, the undersigned, by its duly elected officer(s), has duly executed, acknowledged and delivered this instrument as its true act and deed. GTP Structures IV, LLC a Delaware limited liability company Name: Shawn Ruben Title: Secretary STATE OF FLORIDA: COUNTY OF PALM BEACH: The foregoing instrument was acknowledged before me this Ito day of , 2012, by Shawn Ruben as Secretary of GTP Structures IV, LLC, a Delaware limited liabil y company, on behalf of the company. He is personally known to me or has produced as identification. NoYary Public, State of Florida Printed Name: Anushkarromer My commission Expires: M"'�'• ANUSHRA FROMER 'c MY COMMISSION # EE103062 •.','i';,,,,� EXPIRES September 11, 2015 (407) 398-0153 FloridallolarySeMce.com 1 GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek EXHIBIT A Property Description Pert of the 5otthte5t 0ucettr of The Nstfftwesf. (charter of Section :1r TOwfahie7 U Norrn, Rong't 29 West, Woshinglon Ce::nly; Arkansas being nwra ptYticvbNy dCSCrtfied us tatlaw3: Ca^?ment !g of fhe ,VOrN.rwesh Garner of the Southrie5t ¢vdrtw of the Northwest _Cwortet 7heaca along fhv.ftr C /lr'&•of sots Forty South 0i degree 59 n,frw(ts 17 seconds West 54(..48 feet. Thence teeing said west tine, South 86 degrees 29 minutes 25 seca!ds East. 49775 feet Thames Nor(h.Ot degrees 53 mfbutee 00. wands East, 21736 fast. Thence 5attth 87 degrees 28 mfnirtes 49 seconds Cost: 29 75 feet to the P1Hht or 8eginntng. hr¢nh_ Sorih 87 degree3.28 ,ngjtn 49 sacrnnds£oif, 31.47 foal. Therled South 36 degrees 24 minutes. J8 seconds West, t!_55 foot. ihevtca Saufh 53 dOV&09.03 minutes 49 geeandr• East, ft.85 fiat. Thence North J7 de9ree+: 12 rnirtu fe$ 15 6ecands F.ost, 6.49 feet Thence'; Sevtth- $1 degrees 54 :.ninures. 17 seconds Eost, „•x6.98 fert.f. Thence orw„c' a curve to the eight.bowhg b.rCdiers of 6'JO feet ond'subtrrlded by o chard beonhq and distance of 54143(11 33'clegrees.02. minutes 29 seconds fast. 904 (St. . These South 15 degrees 4g minutes, t8 secondx ..test. 5854 fact. Tnenci+.vrovmfi.0 curve to the right hovirrr: a •adhis of 6.OO feet and subtenJed by a chord beadng and distance 41Sarah $4 Sa54 degroas 04 rnihu€es.16 secoodt West. Z43 feet.: Thane North. 87 degrees 40 ntdtutes 15 stcf'os West. 60.47 teat:... Thence Neirfh Or degree 58 minutes 26 seconds (oS:, W68 feet to the Point.OF BsgN' nqi come b)?g 0. ti of on citre and subject to any Comments Of R6sord Also having rftthte to s .1500 foot WRY vQserner( being 7.50 feel nft'h aids of a cenler - lih' described a5 441 lows. Commencing of fns Northwest Corns+' of ttre oboes deegeerlhe al trod. rhence South 87 degrees 78 mintites.'ay wends freer. 31.47 feet, rhence:5or 4h 36 dehlraas 74-mthutes 38 seconds- Wax. Ft 5.5- feat. .'hence South. 53 degrees OJ. R?lrirtes Ott set.?rrdq EVsi,. !t 35 feet Thence Narlh 37.deorues 11.minufe5 /6 SPCA4dsEast,' 6.49 feet. Thence South 81 degrees 54 m/nules t7 geconds En -ft, SF.9B feet thence arnurfd a Curve !o the right bowing 0 radius of 6.00. feet and suhtandtd by 0 enord beur%ng- and dislontt of Sour)' 33 degrees 02 m.: -/ails l seconds Cast. 9.04 feel. Thence South 15 degrees 49 minufes 18 seconds West. 18.56 'Otto I he Point of eegs`vfre1Q: Tepee South 70 dlegrees .53 minulos 19 seco.o4S Cost. 2372 feet to a pa_,fvrr tsaft and the frofnt of 7ermA'eetion. Also novfr9 riQR1F to dralnagC ir'Qreris and egr955- eossitent ,7es^Jibed O9 t&oss Beginning of the Northwest Corms+ of The obors described tract. Thence., 5ovth 01. degree 58. mi i ites 2f; seconds Wss: 63.68 feat. th»nee Sw M g7:en eas. 40 rn miss- 15 seconds . Lost..40.06 Jeot. +hone South 02 degrees 19 mirhrfes It seconds West. 80.44 feel _ - Theoca. deOoa ' o turn. to the left hdving h. radws" Of' 9..$tl "feel and sub(endWd by A chord' nsorinq and dictonce of South 32 degrees 22 minutes 47 seconds East. 11.32 feel. tneoce Souin: 67 -degrees 04 m.4 urea 44 seconds Eost. 29.56 feel to b're ..Mast nom! a; troy Ere o1 Gcrisovar Rood lheaca along sa•°d right 0l way fine, round 0 curve to UPS? right nnvirg a_. ruaa s -.0f 764.9$ feet and SubtertCedL:by o charic aearutig' and-aPttgnco of South 20 degrees 68 mbwfFs 04 aorpnds )if; 2.5:21 fee!. Theirs tidviug Sdid rigfit of 'Noy ;.PQ, N,Nt!r 66 &Irtes'_30 h?i' Vtes' 39 seconds Waif, 36.41 fat ,7+enec orotrrla o Cur" to fhu rrgnt havrnga m4us a! tQ5O feat and •sublev4sd by a (.hoed bearing and distance of North 32 degrees id .mJnutcs 07 steonda ttSn ft. &2 1e*t.. ±!+rnce Na, (h 0f degree 58 minutes 23 seconds Eost, 0.68 or h toot. . Ihence oround.o curia to.the left hovh)q o rach'us or 4.50 root and subtended oy a :had seeing and distance o1. North 42 degrees 51 minutes. 12 .seconds West..t6.14 fast. Tnanee North 87 degr4es-40 miro•res 49 fetand5 West '253..reet Thence .North 07 degrhrs 19 minutes 77 ;erxrtds frost, 2:35 feet. Thence fJW!h.88 degrees 0? mnutes 00 seconds West, 27.34 feet. +'hence-Narfh. Al issgtee 5w Turley 00 seconds frost, 128...$ feet fheace Soul." e7 degrees 28 minv!es 49 s[conds'Cost. 29.75 lest to the Paint b' $.eginn:ng 6 `..... ........------------ _.._...... RESOLUTION NO. 42-117 A RESOLUTION TO APPROVE A LEASE WITH CALLAHAN TOWER JOINT VENTURE TO LEASE SPACE NEAR TILE OLD WIRE ROAD FIRE STATION #5 FOR $1,000.00 PER MONTH, FREE USE OF THE CELL TOWER FOR FIRE DEPARTMENT ANTENNAS AND REVENUE SHARING FOR THE SUBSEQUENT CELL PHONE CUSTOMERS WHEREAS, the City of Fayetteville Fire Department needs a tower to install two antennas at its new Old Wire Road site; and WHEREAS, the UDC encourages cell tower builders to build on city sites and to co - locate on existing cell towers. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the Land Lease Agreement (attached as Exhibit A) with Callahan Tower Joint Venture for an initial lease of $1,000.00 per month, plus free installation of two Fire Department antennas with revenue sharing for the second and later cell phone company customers who wish to install their cell phone antenna arrays on this cell tower. PASSED and APPROVED this 6" day APPROVED: By Al .- a LAND LEASE AGREEMENT This Agreement, made this &a day of & , 2007, between the CITY OF FAYETTEVILLE, ARKANSAS, 113 W. Mountain Street, Fayetteville, AR 72701, hereinafter designated FAYETTEVILLE, and CALLAHAN TOWER JOINT VENTURE, with its principal office located at Callahan Tower, 520 N. College Avenue, Fayetteville, AR 72701, hereinafter designated as CALLAHAN. FAYETTEVILLE and CALLAHAN are at times collectively referred to hereinafter as the "Parties". I. PREMISES. FAYETTEVILLE hereby leases to CALLAHAN a portion of that certain parcel of property referred to hereinafter as the Old Wire Road Fire Station site, located in Washington County, Arkansas, and described in Exhibit "A" attached hereto (the "Land Space"), together with the non-exclusive but constant (24 hours per day, 7 days a week) access and utility easement over, under, or along the existing driveway, said Land Space and easement (hereinafter collectively referred to as the "Premises") being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. CALLAHAN agrees not to block the driveway at any time and to coordinate and cooperate with the CITY OF FAYETTEVILLE and its Fire Department in their use and access to their facilities. 2. SURVEY. FAYETTEVILLE also hereby grants to CALLAHAN the right to survey the Old Wire Road Fire Station site and the Premises, and said survey after review and acceptance by FAYETTEVILLE shall then become Exhibit "B" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A". Cost for such work shall be borne by CALLAHAN. 3. TERM. This Agreement shall be effective as of the date of execution by both parties, and the initial term of five (5) years shall commence on May 1, 2007, at which time rental payments shall commence and be due at a total monthly rental of One Thousand Dollars ($1,000.00) to be paid on the first day of the month, in advance, to FAYETTEVILLE. 4. EXTENSIONS. This Agreement shall automatically be extended for four (4) additional five (5) year terms unless CALLAHAN terminates it at the end of the then current term by giving FAYETTEVILLE written notice of its intent to terminate at least six (6) months prior to the end of the then current term. 5. EXTENSION RENTALS. The monthly rental for the first five year extension term shall be increased by an amount equal to the total CPI increase during the five year period of the lease; the monthly rental for the second five year extension term shall be further increased by an amount equal to the total CPI increase during the second five year period of the lease; the monthly rental for the third five year extension term shall be further increased by an amount equal to the total CPI increase during the third five year period of the lease; and the monthly rental for the fourth five year extension term shall be further increased by an amount equal to the total CPI increase during the fourth five year period of the lease. 6. USE: GOVERNMENTAL APPROVALS. CALLAHAN shall use the Premises for the purpose of constructing, maintaining, repairing and operating a communications facility and uses incidental thereto. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Premises at the discretion of CALLAHAN (not including the access easement). All improvements, equipment and conduits shall be at CALLAHAN's expense and the installation of all improvements shall be at the discretion and option of CALLAHAN. CALLAHAN shall have the right to replace, repair, add or otherwise modify its equipment and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, conduits or frequencies are specified or not on any exhibit attached hereto, during the Term. It is understood and agreed that CALLAHAN's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will permit CALLAHAN use of the Premises as set forth above. FAYETTEVILLE shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by CALLAHAN. In the event that any of such applications for such Governmental Approvals should be finally rejected; any Governmental Approval issued to CALLAHAN is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority CALLAHAN shall have the right to terminate this Agreement. Notice of CALLAHAN's exercise of its right to terminate shall be given to FAYETTEVILLE in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by CALLAHAN, or upon such later date as designated by CALLAHAN. All rentals paid to said termination date shall be retained by FAYETTEVILLE. Upon such termination, this Agreement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each party to the other hereunder. Otherwise, CALLAHAN shall have no further obligations for the payment of rent to FAYETTEVILLE. If this site becomes technologically unsuitable for CALLAHAN's purposes, CALLAHAN may terminate this lease upon ninety days notice. 7. INSURANCE. CALLAHAN agrees that at its own cost and expense, it will maintain commercial general liability insurance with limits not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. 8. LIMITATION OF LIABILITY. In no event will either FAYETTEVILLE or CALLAHAN be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, whether under theory of contract, tort (including negligence), strict liability or otherwise. 9. INTERFERENCE. CALLAHAN agrees to install equipment of the type and frequency which will not cause material interference which is measurable in accordance with then existing industry standards to any equipment of FAYETTEVILLE or its lessees of the Property. In the event any after -installed CALLAHAN's equipment causes such interference, and after FAYETTEVILLE has notified CALLAHAN in writing of such interference, CALLAHAN will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at CALLAHAN's option, 2 • powering down such equipment and later powering up such equipment for intermittent testing. In no event will FAYETTEVILLE be entitled to terminate this Agreement or relocate the equipment as long as CALLAHAN is making a good faith effort to remedy the interference issue. CALLAHAN agrees to indemnify and hold Fayetteville harmless from any claim by other tenants that CALLAHAN's equipment has damaged or interfered with their equipment or service to their customers. FAYETTEVILLE agrees that it or other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and frequency which will not cause material interference which is measurable in accordance with then existing industry standards to the then existing equipment of CALLAHAN. 10. REMOVAL AT END OF TERM. CALLAHAN shall, upon expiration of the Term, or within ninety (90) days after any earlier termination of the Agreement, remove its building(s), antenna structure(s) (except footings), equipment, conduits, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted. FAYETTEVILLE agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of CALLAHAN shall remain the personal property of CALLAHAN and CALLAHAN shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable Laws. If such time for removal causes CALLAHAN to remain on the Premises after termination of this Agreement, CALLAHAN shall pay rent at the then existing monthly rate or on the existing monthly pro -rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. II. QUIET ENJOYMENT. FAYETTEVILLE covenants that CALLAHAN, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. FAYETTEVILLE agrees that this lease shall survive and remain in force if FAYETTEVILLE sells or transfers any part of the Land Space. 12. TITLE. FAYETTEVILLE represents and warrants to CALLAHAN as of the execution date of this Agreement, and covenants during the Term that FAYETTEVILLE is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement and that there are no covenants, easement or restrictions which prevent or adversely affect the use of occupancy of the Premises by CALLAHAN as set forth above. 13. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between FAYETTEVILLE and CALLAHAN and that no verbal or oral agreements, promises or understandings shall be binding upon either FAYETTEVILLE or CALLAHAN. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, in law or in equity. 14. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of Arkansas and venue shall be in Washington County. 15. ASSIGNMENT. This Agreement may be sold, assigned or transferred by CALLAHAN without any approval or consent of FAYETTEVILLE to CALLAHAN's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all ,of CALLAHAN's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of FAYETTEVILLE, which such consent will not be unreasonably withheld or delayed. No change of stock ownership or control of CALLAHAN shall constitute an assignment hereunder. CALLAHAN may sublease any portion of the Property at its sole discretion upon notice to FAYETTEVILLE. Any sublease that is entered into by CALLAHAN shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns, heirs and legal representatives of the respective parties hereto. The term "Sublease", "Sublet", "Sublessee" and any other similar term shall apply to any situation by which CALLAHAN allows a third party use of the Property for co -location, whether it be by formal sublease, license or other agreement. All rights and responsibilities of CALLAHAN set forth in this Agreement shall be enjoyed by and binding on any Sublessee. (a) In the event CALLAHAN subleases any portion of the Property, in accordance with this Agreement, any rental paid by any Sublessee(s) shall be divided between FAYETTEVILLE and CALLAHAN in the following manner: (i) The first cell phone carrier's antenna array is paid for by the monthly rent charged to CALLAHAN pursuant to this Land Lease Agreement; (ii) The gross rental paid by (and the gross value of any other type of consideration received from) the business using the second set of cell phone antennas shall be divided with 75% of the gross going to CALLAHAN and 25% to FAYETTEVILLE; (iii) The gross rental paid by (and the gross value of any other type of consideration received from) the business using the third and any subsequent set of cell phone antennas shall be divided with 50% of the gross going to CALLAHAN and 50% to FAYETTEVILLE. Any Sublessee shall be instructed to pay the foregoing percentage amounts directly to CALLAHAN. CALLAHAN shall be responsible to Fayetteville for the collection or payment of rents by the Sublessee and their remittance to FAYETTEVILLE. However, CALLAHAN shall have no liability to FAYETTEVILLE in the event of failure of payment by Sublessee. In this event, CALLAHAN shall have no liability of any nature to FAYETTEVILLE for failure to sublet all or any part of the premises to any or all potential Sublessee(s); CALLAHAN will provide FAYETTEVILLE with all agreements that have been executed by CALLAHAN and its Sublessee. (b) Notwithstanding any other provision of this Agreement, CALLAHAN shall not be required to obtain approval from FAYETTEVILLE for the subletting of the Property or 4 part thereof. CALLAHAN shall have the sole right to determine whether it will Sublet any portion of the Property or whether it will sublease to any specific Sublessee. 16. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): FAYETTEVILLE: CITY OF FAYETTEVILLE Office of the Mayor 113 W. Mountain Street Fayetteville, AR 72701 CALLAHAN: CALLAHAN TOWER JOINT VENTURE ATTN: Jason Steele 520 N. College Avenue Fayetteville, AR 72701 Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 17. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. I8. DEFAULT. (a) In the event there is a breach by CALLAHAN with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, FAYETTEVILLE shall give CALLAHAN written notice of such breach. After receipt of such written notice, CALLAHAN shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which to cure any non -monetary breach, provided CALLAHAN shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and CALLAHAN commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. FAYETTEVILLE may not maintain any action or effect any remedies for default against CALLAHAN unless and until CALLAHAN has failed to cure the breach within the time periods provided in this Paragraph. However, repetitive breaches relating to blocking or interfering with the access easement or the rights of other tenants to successfully operate their equipment without electronic or other interference shall give FAYETTEVILLE the right to terminate this contract even if such breaches are temporary and cured within thirty days. (b) In the event there is a breach by FAYETTEVILLE with respect to any of the provisions of this Agreement or its obligations under it, CALLAHAN shall give FAYETTEVILLE written notice of such breach. After receipt of such written notice, 5 0 FAYETTEVILLE shall have thirty (30) days in which to cure any such breach, provided FAYETTEVILLE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and FAYETTEVILLE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. CALLAHAN may not maintain any action or effect any remedies for default against FAYETTEVILLE unless and until FAYETTEVILLE has failed to cure the breach within the time periods provided in this Paragraph. Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if FAYETTEVILLE fails, within five (5) days after receipt of written notice of such breach, to perform an obligation required to be performed by FAYETTEVILLE if the failure to perform such an obligation interferes with CALLAHAN's ability to conduct its business on the Property; provided, however, that if the nature of FAYETTEVILLE's obligation is such that more than five (5) days after such notice is reasonably required for its performance, then it shall not be a default under this Agreement if performance is commenced within such five (5) day period and thereafter diligently pursued to completion. 19. REMEDIES. Upon a default, the non -defaulting party may at its option (but without obligation to do so), perform the defaulting party's duty or obligation on the defaulting party's behalf. The costs and expenses of any such performance by the non - defaulting party shall be due and payable by the defaulting party upon invoice therefor. In the event of a default by either party with respect to a material provision of this Agreement, without limiting the non -defaulting party in the exercise of any right or remedy which the non -defaulting may have by reason of such default, the non -defaulting party may terminate the Agreement and/or pursue any remedy now or hereafter available to the non -defaulting party under the laws or judicial decisions of the state in which the Premises are located; provided, however, FAYETTEVILLE and CALLAHAN shall use reasonable efforts to mitigate any damages in connection with a default by FAYETTEVILLE or CALLAHAN. If CALLAHAN so performs any of FAYETTEVILLE's obligations hereunder, the full amount of the reasonable and actual cost and expense incurred by CALLAHAN shall immediately be owing by FAYETTEVILLE to CALLAHAN, and FAYETTEVILLE shall pay to CALLAHAN upon demand the full undisputed amount thereof with interest thereon from the date of payment at the highest rate permitted by applicable Laws. Notwithstanding the foregoing, if FAYETTEVILLE does not pay CALLAHAN the full undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount due from CALLAHAN, CALLAHAN may offset the full undisputed amount, including all accrued interest, due against all fees due and owing to FAYETTEVILLE until the full undisputed amount, including all accrued interest, is fully reimbursed to CALLAHAN. 20. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following the event, CALLAHAN may terminate this by sending written notice to FAYETTEVILLE. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment. as of such tenmination date, with respect to payments due to the other under this Agreement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such 6 fire or other casualty in proportion to the degree to which CALLAHAN'S use of the Premises is impaired. 21. CONDEMNATION. In the event of any condemnation of all or any portion of the Property, this Agreement shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. If as a result of a partial condemnation of the Premises or Property, CALLAHAN, in CALLAHAN's sole discretion, is unable to use the Premises for the purposes intended hereunder, or if such condemnation may reasonably be expected to disrupt CALLAHAN's operations at the Premises for more than forty-five (45) days, CALLAHAN may, at CALLAHAN's option, to be exercised in writing within fifteen (15) days after FAYETTEVILLE shall have given CALLAHAN written notice of such taking (or in the absence of such notice, within fifteen (15) days after the condemning authority shall have taken possession) terminate this Agreement as of the date the condemning authority takes such possession. CALLAHAN may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the equipment, conduits, fixtures, its relocation costs and its damages and losses. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement,. CALLAHAN does not terminate this Agreement in accordance with the foregoing, this Agreement shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area of the Premises. In the event that this Agreement is not terminated by reason of such condemnation, CALLAHAN shall promptly repair any damage to the Premises caused by such condemning authority. 22. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 23. APPLICABLE LAWS. CALLAHAN shall, in respect to the condition of the Premises and at CALLAHAN's sole cost and expense, comply with (a) all Laws relating solely to CALLAHAN'S specific and unique nature of use of the Premises; and (b) all building codes requiring modifications to the Premises due to the improvements being made by CALLAHAN in the Premises. 24. SURVIVAL. Any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. III 25. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 26. CITY OF FAYETTEVILLE'S RIGHT TO USE TOWER. As an express condition for this lease and for the reduced rental payments demanded from CALLAHAN. CALLAHAN agrees to provide FAYETTEVILLE and its Fire Department adequate access to and use of the tower and Leased Property to install antennas at sufficient height and location to fulfill the needs of FAYETTEVILLE and the Fayetteville Fire Department. FAYETTEVILLE agrees to cooperate with CALLAHAN in the placement of its antennas to attempt to avoid interfering with CALLAHANs or sublesseesuse of the tower for cell phone purposes. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. CALLAHAN TOWER CITY OF FAYETTEVILLE JOINT VENTURE BY By: ASON STEELE DAN COODY President Mayor By. MICHAELOBO 000", nr85 Attest: EE4kg Attest: 6 "it a liQ Sondra Smith, City Clerk ;FAYETTEVILLE; :qArf! April 13, 2012 flobaflrPnrners City of Fayetteville 520 N. College Ave. Fayetteville, AR 72701 Re: GTP Site No.: AR -5031 Global Tower Partners GTP Site Name: Mud Creek Julia A. Wellington, Asset Manager Dear Landlord: 750 Park of Commerce Boulevard Suite 300 Enclosed please find one fully executed Agreement Regarding Ground Boca Raton, FL 33487-3612 Lease. 0: 561.886.5062 F: 561.982.7052 Very truly yours, jwellington@gtpsites.com A� 1 Julia A. Wellifigton, Asset Manager Enclosure KIT WILLIAMS FAYETTEVILLE CITY ATTORNEY JASON B. KELLEY Assistant City Attorney Judy Housley Office Manager Phone (479) 575-8313 FAX (479) 575-8315 7DD (479) 521-1316. April 17, 2012 Ms. Julia A. Wellington Asset Manager Global Tower Partners 750 Park of Commerce Blvd. Boca Raton, FL 33487-3612 • Re: GTP Site No. AR -5031 GTP Site Name: Mud Creek Dear Ms. Wellington: • • aVe vl le I ARKANSAS 113 W. Mountain, Suite 302 Fayetteville, AR 72701-6083 The City is in receipt of what you stated was a "fully executed Agreement Regarding Ground Lease." However, it. would, appear that the date on the first page of the agreement has been modified from the duplicate original the City delivered to GTP. The executed copy you received indicated a date of February 21, 2012, on the first page of the agreement, and I note that the version you mailed to the City by letter dated April 13,2012; has a date of April 6. Can you explain this discrepancy? Unless we hear from you we will proceed with the • original agreement in our possession, signed by all parties, which indicates a February.21, 2012, start date. Feel free to contact me if you desire to. discuss this matter. gaso , Kelley Assistant City. Attorney GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek When Recorded Return To: Fidelity National Title Insurance Corp.\CLSS 7130 Glen Forest Drive, Suite 300 Richmond, VA 23226 Prepared By: GTP Structures IV, LLC 750 Park of Commerce Blvd., Suite 300 Boca Raton, FL 33487 AGREEMENT REGARDING GROUND LEASE THIS AGREEMENT REGARDING GROUND LEASE (this "Agreement") is made as of pc , 2012, between the party identified as "Landlord" on the signature page hereof (' andlord") and Global Tower, LLC, through one of its affiliates, subsidiaries and/or assigns (such entity, "Global Tower"). RECITALS: A. Landlord and TV6-W, LLC, a Delaware limited liability company ("Existing Tenant") are parties to a certain Lease dated March 6, 2007, (the "Lease"), covering certain real property more particularly described on Exhibit A attached hereto (the "Property"); B. Pursuant to an Asset Purchase Agreement dated as of December 12, 2011, by and between the Existing Tenant and Global Tower, or one of its subsidiaries, affiliates or assigns, Global Tower has acquired or intends to acquire the Existing Tenant's interest in the Lease, and Global Tower requests that Landlord consent to (if required) and acknowledge the acquisition by the Global Tower of the Existing Tenant's interest in the Lease; C. Global Tower (or an affiliate of Global Tower) is issuing notes (the "Note") pursuant to an Indenture by and among Toronto Dominion (Texas) LLC, as administrative agent (together with its successors and assigns, the "Administrative Agent") and various lenders from time to time party thereto ("collectively, the "Lenders"), secured by a mortgage or other security instrument encumbering all of Global Tower Tenant's interest in the Lease. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereto hereby agrees as follows: GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek 1. Landlord Consent. To the extent any such consent is required by the Lease, Landlord hereby consents to the acquisition by Global Tower, directly or indirectly, of Existing Tenant's interest in the Lease. 2. Estoppel Certificate. Landlord certifies to Global Tower (and Leasehold Lender, as defined below, which Leasehold Lender may rely on such statements) that the following statements are true as of the date hereof: (a) Existing Tenant is the current tenant under the Lease (a full copy of which, including all amendments thereto is annexed as Exhibit B) and the Lease is in full force and effect and contains the entire agreement between Landlord and the Existing Tenant with respect to the Property. (b) No default exists under the Lease on the part of Existing Tenant, and, to Landlord's knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both, would constitute a default by Existing Tenant under the Lease. (c) The Existing Tenant may use the tower and related improvements located on the Property for the subleasing / sublicensing of space for the collocation of communications equipment. 3. Agreement with Respect to the Lease. Following the consummation of the acquisition of the Lease by Global Tower: (a) The Administrative Agent and any other administrative agent or any Lender ((each a "Leasehold Lender") under any note or loan secured by a mortgage (or deed of trust) lien on Global Tower's (or any successor to Global Tower by foreclosure or otherwise) interest in the Lease (each, as amended or modified from time to time, a "Leasehold Mortgage") shall have all of the rights of Global Tower under the Lease, including the right to exercise any renewal option(s) or purchase option(s) set forth in the Lease, and to assign the Lease as permitted in the Lease. (b) Landlord shall deliver to the Leasehold Lender (at the address specified herein, or at such other address as shall be designated in writing to Landlord) a copy of any default notice given by Landlord to Global Tower under the Lease. No default notice from Landlord to Global Tower shall be deemed effective as against Leasehold Lender unless received by Leasehold Lender. (c) If Global Tower defaults on any monetary obligations under the Lease, Landlord shall accept a cure thereof by the Leasehold Lender within thirty (30) days after Leasehold Lender's receipt of notice of such defaults. For non -monetary defaults, Landlord shall not terminate the Lease for so long as the Leasehold Lender is diligently pursuing a cure of the default, and if curing such non -monetary default requires possession of the Property, and then Landlord agrees to give the Leasehold Lender a reasonable time to obtain possession of the Property and to cure such default. (d) The Lease may not be amended in any respect which would be reasonably likely to have a material adverse effect on Leasehold Lender's interest therein or surrendered, terminated or cancelled, without the prior written consent of Leasehold Lender. GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek (e) If the Lease is terminated for any reason, or otherwise rejected in bankruptcy, Landlord will enter into a new lease with Leasehold Lender on the same terms as the Lease, if the Leasehold Lender pays all past due amounts under the Lease within 30 days of notice of such termination. 4. Memorandum of Lease. To the extent the Lease or a memorandum thereof has not previously been recorded, this Agreement shall constitute a "memorandum of lease" under applicable State law and may be recorded in the applicable public records, the provisions of the Lease (with certain financial terms redacted therefrom) being as set forth on Exhibit B annexed hereto and made a part hereof. 5. Notices. All notices sent to Leasehold Lender shall be in writing and sent by United States mail postage prepaid or other reputable courier service at the following address (or at such other address notified in writing by Leasehold Lender to Landlord): Toronto Dominion (Texas) LLC 31 West 52"d Street New York, NY 10019 Aft: Admin Agent Attention: GTP Deal Manager Fax: (416) 590-4336 6. Miscellaneous. (a) If this Agreement is inconsistent with the Lease, this Agreement shall control. (b) This Agreement shall be binding upon Landlord and its successors and assigns and shall inure to the benefit of Global Tower and Leasehold Lender. (c) This Agreement may not be amended or modified except by a written agreement executed by Landlord, Global Tower and the Leasehold Lender. This Agreement may be executed in any number of separate counterparts and all signatures need not be on the same counterpart. [SIGNATURE PAGES IMMEDIATELY FOLLOW) GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek LANDLORD SIGNATURE PAGE IN WITNESS WHEREOF, the undersigned, by its member, pursuant to proper authority of its operating agreement and/or bylaws, has duly executed, sealed, acknowledged and delivered this instrument as of the day and year first above written. STATE OF: COUNTY OF: On the ?r -day of _________ in in the year 201i,. before me, the undersigned, personally appeared Li oaJ P�LD T3c r oan, , of[4-., 4-.I of Fa -ti r t4cw)/,p personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, that by his/her signature on the instrument, the individual(s), or the person(s) upon behalf of which the individual(s) acted, executed the instrument and that such individual(s) made such appearance before the undersigned in the State of County of g$h/ Notary ublio`r����r�r rq Print ANA 1b1 My Bomb rfi�FlcrB(s: t1t!t� .o NOTgR m: GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek GLOBAL TOWER SIGNATURE PAGE IN WITNESS WHEREOF, the undersigned, by its duly elected officer(s), has duly executed, acknowledged and delivered this instrument as its true act and deed. GTP Structures IV, LLC a Delaware limited IiabiJfty-eegipany Name: Shawn Ri Title: Secretary STATE OF FLORIDA: COUNTY OF PALM BEACH: The foregoing instrument was acknowledged before me this I (p1 day of 2012, by Shawn Ruben as Secretary of GTP Structures IV, LLC, a Delaware limited lia ity company, on behalf of the company. He is personally known to me or has produced as irlantifiration No ry Public, State of orida Printed Name: ArwshkaImmer My commission Expires: ANUSHKA FROMER «; MY COMMISSION # EE103062 EXPIRES September 11, 2015 (407)398.0150 FbeilaUolary'uervre.com 5 GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek EXHIBIT A Property Description Part of the Southwest Oaorfer of. the Noelhaesf. iocrrar of 5e0hbrr Jl, 1VRPehir7 U Nartn, Range. 29 West, Washington Ce:::dy. Arkansas -bdidPoore pticularty descrrbtd rf5 fatk`ws: Cmmenei!ig or the NarN.pwesr Corner of fhe Sauihweit G§rurter of the Northwest Icr1m'. Thence along itsv ftst.fftii„•,.aI sold Forty Scuth 0: (fades 59 minufta 17 seconds We(. 54048 feet. Thence teovfnq sold Hest• line, South 86 degrees 79 minutes 25 sacra's Fast, 49Z 75 (eet; fhenca North .(it degrees 5$ minutec 00. seCcnds cost, 217.16 feet, Thence South 87 degrees 28 mMirtes 49 seconds fort: 29 75 fete lo n.s ptrint of 8eg%nnfng, Thcr>?e South 8? degreek'28 nrirwtes 49 seconds East. 31.47 foal. Thento South 36 dagrear 24 mnutes. J8 seconds Wert, tf.55 foot. :hence South 5.1 dogrroes.03 minutes 4$ seccnds mast. 7F85 1p0.f. Thence North 37 degree,+: FF) minutea 16 seconds East. 6.49 feet Thence' .Safth'81 :dtgrcts 54 minutes. 17 secrnds Eost, 35.9(1 lees. Trance orou'r4J o curve to the dg$t.hovlq a•roe"o$ of 6.(00 They andsvbttlndsd by a chart beonhp end 1lstarce of Soots 33 dagra9s (fl. minutes 29 socnnds E'asi, 91Y4 feat. Thence Saulh 1f3 dt9'ees 49 minutes. 18 seconds Wert 5854 /etc. fnenr,4 orgu iric carve t0 (he right huvr!C J 'adlue" al 600 feet rrrd subtended by a choYC bearing ondistonce of $arch $4 d4gratis 04 rrr:nurps. i6 seconds West 7,4.3 feet. : Tirane North' $? lagraes 4tl moevfts 15 seconds west, 60.47 feet. ihent,:e Narth or'dggree 58 minutes 26 seconds Eost, 8.7.68 ter! to the I'o;nf of tysginnng, cantoiftlnq a LT of an acre and sun/e t to any Easements al Rscora Also hovfnv righla to a .1500 loot -utifity eosemen( being 7.50 The Minh side, of a ,:mien fine described as ((Maws: Commencing ai the Northwest Crirner of ine cbove iie*cr!be# foci. (hence South $7 degrees 28 rnlr!ufes. 49 secatds Cost, ,7!47 feet. Thence South 36 SQrtas 24 minutSs .588 secciWs' wear, Ft.5.5. feel. Thence Srufh. 53 degrees 7J. minutes 4d scc?nds E9si,. is 35 leer Thence North 3? Agrees it.minvfes 16 seconds Coot, 6.49 feet. Thence South 81 degrees 54 mfnu(es f7 cconds Egst. J6.98 feel Yherice craund j earns Jo tbr. right Droving 0 rod/vs of 6.U0. fesf and subten*Jcct br o chord bearing and distance, of South J. degrees 02 mrrutes .79 ss'eonds Case, 9.04 feet. !hence South 75 dergeeea 49 minvies 18 seconds Wesr, 18.56 foe! to the pain? of 8e¢t iAe q: !hence South ?' dt+graes 53 ml4utos 19 seconds Cost. 237% feet is a IPo.Mtwr Odle and tau Point at rermmetron. A;so saving rigntx to erofnagp, b'Q'e,s and eg+'rss easement dus�r.bed os (oboes f9rgnnktg of the Ncethwest CG-ne' of tAa obare deccrfbad fracl. Thence, South OF degree 58.' mu'ytes2( seconds West. 83.$8 toot. th57nce Soufn 87 degyess 40 minutes 75 seconds_ E*f..40.05 feet. lhen'cs South 02 degrees 19 minutes f f 5Ccands Wes;. 60.64 fret.. .... . Thbrice. around o. curve. to the tell having a. radios ot.9..$0_ feet and subfendi::d + y :o chard hsbrinq ant diutonce of South 32 degrees 22 minutes 47 seconds East. 1082 feet. (:tepee Soufn:67'degrees 04 mr.,tRs 44 seconds-Eoit, 29.56 fart to 1»e Brest nigh! el way tine of Cruisovar Roan Thence arorg sh•'d right al Way tine. around a aura'• to.fhu rigftt hnvi"9 o__ rvdlus-.of 7114.96 (het any •yubtoadod:'Uy n charjf peDrr{rg;'ond-di8fbfla6 at South 24• degfers $5 rit%nvtt+s 04 seconds wit 2.1!: feet. lharire lavrrrr fidr'd rtit of any ;irr, ttyrth 66 degreesi0 w hyta3'J9 srronod West, '36.11 feet t7tance oraurta a curve to t»e right »ovrng o nodrus of 1CL50 Thee and svtrfendsd by a 010 42 beor'nq end' dsloncR u.t North 7.' degrees 76 •rt)utcs' 07 $dco.?ds Weer, i7.82 feat: r.!ea»oc North 07 degree 5$ minutes 25 seconds Cost, 068 of a feat theme oaxrnd.o curve fo.lhd :eft having a rodiuS of 4.50 Feet and svbterrded ay d had otxing and aistarca I. North 42 degrae5 `.t m hates. i2 .seronrs West. 634 fact. fienet North '8y degrees 4?mirures 49 secanda West ?253 -fear. 7ner+cr, North 02 rlegrmes 19 minutes tl see"-crtdr En!, 2735 !art thence ft4 c!h88 degrees 07 onlnvte5 00 secw'ds Iyt75'r, 2734 feet. Thence Narfry. ! Q09'ee 5: ;v inwte,f 00 second1 FEosi, 128.C'n feet thence South r?? degrees 28 m+'rutas 49 seconds East, 20.?S Feet fa the Point Of Segim;nq RESOLUTION NO. 42- 07 A RESOLUTION TO APPROVE A LEASE WITH CALLAHAN TOWER JOINT VENTURE TO LEASE SPACE NEAR THE OLD WIRE ROAD FIRE STATION #5 FOR $1,000.00 PER MONTH, FREE USE OF THE CELL TOWER FOR FIRE DPARTMENT ANTENNAS AND REVENUE SHARING FOR THE SUBSEQUENT CELL PHONE CUSTOMERS • WHEREAS, the City of Fayetteville Fire Department needs a tower to install two antennas at its new Old Wire Road site; and WHEREAS, the UDC encourages cell tower builders to build on city sites and to co - locate on existing cell towers. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the Land Lease Agreement (attached as Exhibit A) with Callahan Tower Joint Venture for an initial lease of $1,000.00 per month, plus free installation of two Fire Department antennas with revenue sharing for the second and later cell phone company customers who wish to install their cell phone antenna arrays on this cell tower. PASSED and APPROVED this 6s' day of March, 2007. APPROVED: Y ;FAYETTEVILLE; ATTEST: By: G'r F.lQIAMaL SO RA E. SMITH, City Clerk/Treasurer .4 • I LAND LEASE AGREEMENT This Agreement, made this day of 2007. between the CITY OF FAYETTEVILLE, ARKANSAS, 113 W. Mountain Street, Fayetteville, AR 72701, hereinafter designated FAYETTEVILLE, and CALLAHAN TOWER JOINT VENTURE, with its principal office located at Callahan Tower, 520 N. College Avenue, Fayetteville, AR 72701, hereinafter designated as CALLAHAN. FAYETTEVILLE and CALLAHAN are at times collectively referred to hereinafter as the "Parties". 1. PREMISES. FAYETTEVJLLE hereby leases to CALLAHAN a portion of that certain parcel of property referred to hereinafter as the Old Wire Road Fire Station site, located in Washington County, Arkansas, and described in Exhibit "A" attached hereto (the "Land Space"), together with the non-exclusive but constant (24 hours per day, 7 days a week) access and utility easement over, under, or along the existing driveway, said Land Space and easement (hereinafter collectively referred to as the "Premises") being substantially as described herein in Exhibit "A" attached hereto and made a part hereof. CALLAHAN agrees not to block the driveway at any time and to coordinate and cooperate with the CITY OF FAYETTEVILLE and its Fire Department in their use and access to their facilities. 2. SURVEY. FAYETTEVILLE also hereby grants to CALLAHAN the right to survey the Old Wire Road Fire Station site and the Premises, and said survey after review and acceptance by FAYETTEVILLE shall then become Exhibit "B" which shall be attached hereto and made a part hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "A". Cost for such work shall be borne by CALLAHAN. 3. TERM. This Agreement shall be effective as of the date of execution by both parties, and the initial term of five (5) years shall commence on May 1, 2007, at which time rental payments shall commence and be due at a total monthly rental of One Thousand Dollars ($1,000.00) to be paid on the first day of the month, in advance, to FAYETTEVILLE. 4. EXTENSIONS. This Agreement shall automatically be extended for four (4) additional five (5) year terms unless CALLAHAN terminates it at the end of the then current term by giving FAYETTEVILLE written notice of its intent to terminate at least six (6) months prior to the end of the then current term. 5. EXTENSION RENTALS. The monthly rental for the first five year extension term shall be increased by an amount equal to the total CPI increase during the five year period of the lease; the monthly rental for the second five year extension term shall be further increased by an amount equal to the total CPI increase during the second five year period of the lease; the monthly rental for the third five year extension term shall be further increased by an amount equal to the total CPJ increase during the third five year period of the lease; and the monthly rental for the fourth five year extension term shall be further increased by an amount equal to the total CPI increase during the fourth five year period of the lease. 6. USE: GOVERNMENTAL APPROVALS. CALLAHAN shall use the Premises for the purpose of constructing, maintaining, repairing and operating a communications facility and uses incidental thereto. A security fence consisting of chain link construction or similar but comparable construction may be placed around the perimeter of the Premises at the discretion of CALLAHAN (not including the access easement). All improvements, equipment and conduits shall be at CALLAHAN's expense and the installation of all improvements shall be at the discretion and option of CALLAHAN. CALLAHAN shall have the right to replace, repair, add or otherwise modify its equipment and/or conduits or any portion thereof and the frequencies over which the equipment operates, whether the equipment, conduits or frequencies are specified or not on any exhibit attached hereto, during the Tenn. It is understood and agreed that CALLAHAN's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or Local authorities as well as satisfactory soil boring tests which will perniit CALLAHAN use of the Premises as set forth above. FAYETTEVILLE shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by CALLAHAN. In the event that any of such applications for such Governmental Approvals should be finally rejected; any Governmental Approval issued to CALLAHAN is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority CALLAHAN shall have the right to terminate this Agreement. Notice of CALLAHAN's exercise of its right to terminate shall be given to FAYETTEVILLE in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by CALLAHAN, or upon such later date as designated by CALLAHAN. All rentals paid to said termination date shall be retained by FAYETTEVILLE. Upon such termination, this Agreement shall be of no further force or effect except to the extent of the representations, warranties and indemnities made by each party to the other hereunder. Otherwise, CALLAHAN shall have no further obligations for the payment of rent to FAYETTEVILLE. If this site becomes technologically unsuitable for CALLAHAN's purposes, CALLAHAN may terminate this lease upon ninety days notice. 7. INSURANCE. CALLAHAN agrees that at its own cost and expense, it will maintain commercial general liability insurance with limits not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. 8. LIMITATION OF LIABILITY. In no event will either FAYETTEVILLE or CALLAHAN be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, whether under theory of contract, tort (including negligence), strict liability or otherwise. 9. INTERFERENCE. CALLAHAN agrees to install equipment of the type and frequency which will not cause material interference which is measurable in accordance with then existing industry standards to any equipment of FAYETTEVILLE or its lessees of the Property. In the event any after -installed CALLAHAN's equipment causes such interference, and after FAYETTEVILLE has notified CALLAHAN in writing of such interference, CALLAHAN will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, at CALLAHAN's option, 2 powering down such equipment and later powering up such equipment for intermittent testing. In no event will FAYETTEVILLE be entitled to terminate this Agreement or relocate the equipment as long as CALLAHAN is making a good faith effort to remedy the interference issue. CALLAHAN agrees to indemnify and hold Fayetteville harmless from any claim by other tenants that CALLAHAN's equipment has damaged or interfered with their equipment or service to their customers. FAYETTEVILLE agrees that it or other tenants of the Property who currently have or in the future take possession of the Property will be permitted to install only such equipment that is of the type and frequency which will not cause material interference which is measurable in accordance with then existing industry standards to the then existing equipment of CALLAHAN. 10. REMOVAL AT END OF TERM. CALLAHAN shall, upon expiration of the Term, or within ninety (90) days after any earlier termination of the Agreement, remove its building(s), antenna structure(s) (except footings), equipment, conduits, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear and casualty damage excepted. FAYETTEVILLE agrees and acknowledges that all of the equipment, conduits, fixtures and personal property of CALLAHAN shall remain the personal property of CALLAHAN and CALLAHAN shall have the right to remove the same at any time during the Term, whether or not said items are considered fixtures and attachments to real property under applicable Laws. If such time for removal causes CALLAHAN to remain on the Premises after termination of this Agreement, CALLAHAN shall pay rent at the then existing monthly rate or on the existing monthly pro -rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. 11. QUIET ENJOYMENT. FAYETTEVILLE covenants that CALLAHAN, on paying the rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises. FAYETTEVILLE agrees that this lease shall survive and remain in force if FAYETTEVILLE sells or transfers any part of the Land Space. 12. TITLE. FAYETTEVILLE represents and warrants to CALLAHAN as of the execution date of this Agreement, and covenants during the Term that FAYETTEVILLE is seized of good and sufficient title and interest to the Property and has full authority to enter into and execute this Agreement and that there are no covenants, easement or restrictions which prevent or adversely affect the use of occupancy of the Premises by CALLAHAN as set forth above. 13. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between FAYETTEVILLE and CALLAHAN and that no verbal or oral agreements, promises or understandings shall be binding upon either FAYETTEVILLE or CALLAHAN. In the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, in law or in equity. 14. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of Arkansas and venue shall be in Washington County. 15. ASSIGNMENT. This Agreement may be sold, assigned or 1Tansferred by CALLAHAN without any approval or consent of FAYETTEVILLE to CALLAHAN's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all ,of CALLAHAN's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of FAYETTEVILLE, which such consent will not be unreasonably withheld or delayed. No change of stock ownership or control of CALLAHAN shall constitute an assignment hereunder. CALLAHAN may sublease any portion of the Property at its sole discretion upon notice to FAYETTEVILLE. Any sublease that is entered into by CALLAHAN shall be subject to the provisions of this Agreement and shall be binding upon the successors, assigns, heirs and legal representatives of the respective parties hereto. The term "Sublease", "Sublet", "Sublessee" and any other similar term shall apply to any situation by which CALLAHAN allows a third party use of the Property for co -location, whether it be by formal sublease, license or other agreement. All rights and responsibilities of CALLAHAN set forth in this Agreement shall be enjoyed by and binding on any Sublessee. (a) In the event CALLAHAN subleases any portion of the Property, in accordance with this Agreement, any rental paid by any Sublessee(s) shall be divided between FAYETTEVILLE and CALLAHAN in the following manner: (i) The first cell phone carrier's antenna array is paid for by the monthly rent charged to CALLAHAN pursuant to this Land Lease Agreement; (ii) The gross rental paid by (and the gross value of any other type of consideration received from) the business using the second set of cell phone antennas shall be divided with 75% of the gross going to CALLAHAN and 25% to FAYETTEVILLE; (iii) The gross rental paid by (and the gross value of any other type of consideration received from) the business using the third and any subsequent set of cell phone antennas shall be divided with 50% of the gross going to CALLAHAN and 50% to FAYETTEVILLE. Any Sublessee shall be instructed to pay the foregoing percentage amounts directly to CALLAHAN. CALLAHAN shall be responsible to Fayetteville for the collection or payment of rents by the Sublessee and their remittance to FAYETTEVILLE. However, CALLAHAN shall have no liability to FAYETTEVILLE in the event of failure of payment by Sublessee. In this event, CALLAHAN shall have no liability of any nature to FAYETTEVILLE for failure to sublet all or any part of the premises to any or all potential Sublessee(s); CALLAHAN will provide FAYETTEVILLE with all agreements that have been executed by CALLAHAN and its Sublessee. (b) Notwithstanding any other provision of this Agreement, CALLAHAN shall not be required to obtain approval from FAYETTEVILLE for the subletting of the Property or part thereof. CALLAHAN shall have the sole right to determine whether it will Sublet any portion of the Property or whether it will sublease to any specific Sublessee. 16. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): FAYETTEVILLE: CITY OF FAYETTEVILLE Office of the Mayor 113 W. Mountain Street Fayetteville, AR 72701 CALLAI-IAN: CALLAHAN TOWER JOINT VENTURE ATTN: Jason Steele 520 N. College Avenue Fayetteville, AR 72701 Notice shall be effective upon actual receipt or refusal as shown on the receipt obtained pursuant to the foregoing. 17. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 18. DEFAULT. (a) In the event there is a breach by CALLAHAN with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, FAYETTEVILLE shall give CALLAHAN written notice of such breach. After receipt of such written notice, CALLAHAN shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which to cure any non -monetary breach, provided CALLAHAN shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and CALLAHAN commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. FAYETTEVILLE may not maintain any action or effect any remedies for default against CALLAHAN unless and until CALLAHAN has failed to cure the breach within the time periods provided in this Paragraph. However, repetitive breaches relating to blocking or interfering with the access easement or the rights of other tenants to successfully operate their equipment without electronic or other interference shall give FAYETTEVILLE the right to terminate this contract even if such breaches are temporary and cured within thirty days. (b) In the event there is a breach by FAYETTEVILLE with respect to any of the provisions of this Agreement or its obligations under it, CALLAHAN shall give FAYETTEVILLE written notice of such breach. After receipt of such written notice, E FAYETTEVILLE shall have thirty (30) days in which to cure any such breach, provided FAYETTEVILLE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and FAYETTEVILLE commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion. CALLAHAN may not maintain any action or effect any remedies for default against FAYETTEVILLE unless and until FAYETTEVILLE has failed to cure the breach within the time periods provided in this Paragraph. Notwithstanding the foregoing to the contrary, it shall be a default under this Agreement if FAYETTEVILLE fails, within five (5) days after receipt of written notice of such breach, to perform an obligation required to be performed by FAYETTEVILLE if the failure to perform such an obligation interferes with CALLAHAN's ability to conduct its business on the Property; provided, however, that if the nature of FAYETTEVILLE's obligation is such that more than five (5) days after such notice is reasonably required for its performance, then it shall not be a default under this Agreement if performance is commenced within such five (5) day period and thereafter diligently pursued to completion. 19. REMEDIES. Upon a default, the non -defaulting party may at its option (but without obligation to do so), perform the defaulting party's duty or obligation on the defaulting party's behalf. The costs and expenses of any such performance by the non - defaulting party shall be due and payable by the defaulting party upon invoice therefor. In the event of a default by either party with respect to a material provision of this Agreement, without limiting the non -defaulting party in the exercise of any right or remedy which the non -defaulting may have by reason of such default, the non -defaulting party may terminate the Agreement and/or pursue any remedy now or hereafter available to the non -defaulting party under the laws or judicial decisions of the state in which the Premises are located; provided, however, FAYETTEVILLE and CALLAHAN shall use reasonable efforts to mitigate any damages in connection with a default by FAYETTEVILLE or CALLAHAN. If CALLAHAN so performs any of FAYETTEVILLE's obligations hereunder, the full amount of the reasonable and actual cost and expense incurred by CALLAHAN shall immediately be owing by FAYETTEVILLE to CALLAHAN, and FAYETTEVILLE shall pay to CALLAHAN upon demand the full undisputed amount thereof with interest thereon from the date of payment at the highest rate permitted by applicable Laws. Notwithstanding the foregoing, if FAYETTEVILLE does not pay CALLAHAN the full undisputed amount within thirty (30) days of its receipt of an invoice setting forth the amount due from CALLAHAN, CALLAHAN may offset the full undisputed amount, including all accrued interest, due against all fees due and owing to FAYETTEVILLE until the full undisputed amount, including all accrued interest, is fully reimbursed to CALLAHAN. 20. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forty-five (45) days following the event, CALLAHAN may terminate this by sending written notice to FAYETTEVILLE. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment. as of such tennination date, with respect to payments due to the other under this Agreement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such 6 fire or other casualty in proportion to the degree to which CALLAHAN'S use of the Premises is impaired. 21. CONDEMNATION. In the event of any condemnation of all or any portion of the Property, this Agreement shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. If as a result of a partial condemnation of the Premises or Property, CALLAHAN, in CALLAHAN's sole discretion, is unable to use the Premises for the purposes intended hereunder, or if such condemnation may reasonably be expected to disrupt CALLAHAN's operations at the Premises for more than forty-five (45) days, CALLAHAN may, at CALLAHAN's option, to be exercised in writing within fifteen (15) days after FAYETTEVILLE shall have given CALLAHAN written notice of such taking (or in the absence of such notice, within fifteen (15) days after the condemning authority shall have taken possession) terminate this Agreement as of the date the condemning authority takes such possession. CALLAHAN may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the equipment, conduits, fixtures, its relocation costs and its damages and losses. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement,. CALLAHAN does not terminate this Agreement in accordance with the foregoing, this Agreement shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the same proportion as the rentable area of the Premises taken bears to the total rentable area of the Premises. In the event that this Agreement is not terminated by reason of such condemnation, CALLAHAN shall promptly repair any damage to the Premises caused by such condemning authority. 22. SUBMISSION OF AGREEMENT/PARTIAL INVALIDITY/AUTHORITY. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. If any provision herein is invalid, it shall be considered deleted from this Agreement and shall not invalidate the remaining provisions of this Agreement. Each of the Parties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power and authority to enter into and execute this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. 23. APPLICABLE LAWS. CALLAHAN shall, in respect to the condition of the Premises and at CALLAHAN's sole cost and expense, comply with (a) all Laws relating solely to CALLAHAN'S specific and unique nature of use of the Premises; and (b) all building codes requiring modifications to the Premises due to the improvements being made by CALLAHAN in the Premises. 24. SURVIVAL. Any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 7 25. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 26. CITY OF FAYETTEVILLE'S RIGHT TO USE TOWER. As an express condition for this lease and for the reduced rental payments demanded from CALLAHAN. CALLAHAN agrees to provide FAYETTEVILLE and its Fire Department adequate access to and use of the tower and Leased Property to install antennas at sufficient height and location to fulfill the needs of FAYETTEVILLE and the Fayetteville Fire Department. FAYETTEVILLE agrees to cooperate with CALLAHAN in the placement of its antennas to attempt to avoid interfering with CALLAHAN's or sublessees- use of the tower for cell phone purposes. IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed their respective seals the day and year first above written. CALLAHAN TOWER CITY OF FAYETTEVILLE JOINT VENTURE By: By: ASON STEELE DAN COODY President Mayor By: MICHAEL SMITH, O Vle� Attest: Fri O y2���� Attest: r✓y�cL�c Sondra Smith, City Clerk V.• • . . • •G\S Y 01e.< FAYETTEVILLE; @4/30/2012 10:32 5619950321 GLOBAL TOWER PARTNER PAGE 01/09 www.glpsltes.com Fax GTPRecipient: Jason B. Kelley, Esq. aeed1 ,nano, Recipient Fax; (479) 575-8315 Sender: Julia A. Wellington, Asset Manager Sender Email: iwelIin2ton.tpsites.com Sender Phone: (561) 886-5062 Globat sower Patlaws 750 Park of Commerce ooulevard Sender Fax: (561) 962-7052 Sulle 300 Boca Ralan, IL J7/NPJa17 Pages including cover: 9 P: 561.99.D320 F s 561.995.0321 Subject: GTP Site No.: AR -5031 GTP Site Name: Mud Creek April 30, 2012 Please see attached correspondence. Thank you. Julia 04/30/2012 10:32 5619950321 GLOBAL TOWER PARTNER PAGE @2/09 ow ?IMrrlwr, ram r., Global Tower Partners Julia A. Wellington, Asset Manager 750 Park of Commerce Boulevard Suite 300 Boca Raton, FL 33497-3612 O: $61.096.5062 F: 561.g02.7D52 jwdlington@g0sttes.com April 30.2012 Jason B. Kelley, Esq. 113 W. Mountain, Suite 302 Fayetteville, AR 72701-6083 (479) 575-8315 Facsimile Re: GTP Site No.: AR -5031 OTP Site Name: Mud Creek Dear Mr. Kelley: I am in receipt of your letter dated April 17, 2012. Please be advised that GTP Structures IV, LLC, a wholly owned subsidiary of Global Tower, LLC, a Delaware limited liability company, closed on the acquisition from TV6-W, LLC, on April 6, 2012. Attached please find a copy of the Assignment and Assumption of Ground Lease. Our legal department has advised that the effective date of the Agreement Regarding Ground Lease is the day that we took assignment of the Ground Lease. Additionally, there have been no other changes made to the Agreement Regarding Ground Lease, subsequent to your execution of same. If you have any additional questions, please do not hesitate to contact me. Very truly yours, lia A. Wellington, Asset Manager Enclosure 04/30/2012 10:32 5619950321 GLOBAL TOWER PARTNER PAGE 03/09 GTP Site ID. US -AR -5031 Site ID: AR -2621 Site Name: Mud Creek When Recorded Return To: GTP Sinutures IV. LLC 750 Park or Commerce Blvd. Suite 300 Boca Raton, Fl.. 33487 u.� a u' a► a(IIJI r THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this "Assignment") is entered into as of April (o , 2012 (the "Effective Date"), by and between TV6-W, LLC, a Delaware limited liability company ("Assignor") and GTP STRUCTURES IV, LLC, a Delaware limited liability company ("Assignee") WITNESSETH WHEREAS, the Membership Interest Purchase Agreement dated December 12, 2011 (the "Purchase Agreement"), by and between TV6 Holdings, LLC and Global Tower Properties, LLC provides for the assignment of certain assets including, without limitation, all leases, licenses and other agreements regarding certain real property and real property interests more particularly described in the Purchase Agreement; and WHEREAS, Assignor holds certain assets to be assigned under the Purchase Agreement; and WHEREAS, Assignor wished to assign all of its rights, title and interest in, to and under the real property lease, license, easement or other agre rent, described on Exhlhk A, attached hereto and made a part hereof (the "Lease") to Assignee in accordance with the Purchase Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and in the Purchase Agreement, Assignee and Assignor, intending to be legally bound, agree as follows: 04/30/2012 10:32 5619950321 GLOBAL TOWER PARTNER PAGE 04/09 GTP Site ID: US -AR -5031 Site ID: AR -2621 Site Name: Mud Creek 1. Assivrment of Lease. Pursuant to and subject to the terms and conditions of the Purchase Agreement, Assignor hereby assigns to Assignee all of Assignor's right, title and interest in, to and under the lease. Together with, but if and only if to the extent Assignor has any rights: (a) such rights of way and easement on, over, under, across and through adjoining lands, extending from the premises to the nearest convenient public road and of standard vehicle width, or other width as specified in the Lease as shall be necessary for ingress or egress to and from the premises; and (b) such other rights of way and/or easements, if applicable to run guy wires to such points on adjoining lands to properly support towers and install anchors to secure such guy wires. 2. Acceptance and Assumption of Lease. Assignee hereby accepts the assignment of the Lease and expressly assumes and covenants in favor of Assignor and the lessor, licensor, grantor or landlord under the Lease to discharge and perform, as and when due, all obligation of Assignor under the Lease accruing, arising out of, or relating to events or occurrence& from and after the Effective Date. 3.-ountemarts: Facsimile imratures. This Assignment may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. Facsimile signatures on this Agreement shell be deemed to be original signatures. 4. Further Assurances. Assignor and Assignee agree that, from time to time, each of them will execute and deliver such further instruments of conveyance and transfer and take such other actions as may be reasonably necessary to carry out the purposes and intent of this Assignment and the transactions contemplated hereby. 5. Covernine Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to choice of law principles. [Signature Pages Immediately Following] 04/30/2012 10:32 5619950321 GLOBAL TOWER PARTNER PAGE 05/09 GIP Site ID: US -AR -S031 Site ID: AR -2621 Site Name: Mud Creek [Assignor Signature Page to Assignment and Assumption qf Ground LcaseJ IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment to be effective as of the date first written. Wltneaa: Signed and attested to in the pros of: Print N e: LeMot Print Name:jJA /'z tCo /U!P 1, STATE OF TENNESSEE COUNTY OF SHELBY ASSIGNOR: TV6•W, LLC, a Delaware limited liability company By: Its: _ President Before me, a Notary Public in and for said State and County, duly commir®oned and qualified, personally appeared William Orgel, with whom I am personally acquainted, and who, upon oath, acknowledged himself to be the President of 1V6 -W, LLC, a limited liability company, and that he executed the foregoing instnrmeni for the purposes therein contained, by signing the name of the company by himself as such officer. Witness my hand. at office, this Lday of April, 2012. My Commission Expires: \\\111111/// ..SSATE , OP ' . or T NOTARY£, Co�misaionlExV� 5�O No Public 04/30/2012 10:32 5619950321 GLOBAL TOWER PARTNER PAGE 06/09 GTP Site ID: US -AR -5031 Site ID: AR -2621 Site Name: Mud Cnck [Assignee Signature Page to Assignment and Assumption of Ground Lease] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment to be effective as of the date first written. Witness: ASSIGNEE: Signed and attested to GTP STRUCTURES IV, LLC. in the presence ofDelaware limited liability company By: {,_ Print Name: O. Garth Mr. Milagros D. Shearer Print Name: STATE OF FLORIDA COUNTY OF PALM REACH T�h�eforeegoing instrument was acknowledged before me this f fZ dayof,-,� f _, 2012, by �ncr C• 1r& , n ( C t% of GTP STRUCTURES IV, LLC, a limited liability company, He is personally known to me or has produced _ - as identification, Pnnted Name: Anushko Fmmer Notary Public My Commission expires: ANUSHKA FR0MER 9 MV COMMISSION a 2E103002 ,y R EXPIRES Swrambor 11.2015 440111aDuI61 Rarir.ua. nw Cr' 04/30/2012 10:32 5619950321 GLOBAL TOWER PARTNER PAGE 07/09 GROUND Site ID: Site Name: Landlord Name: Tenant Name: Lease Exe Date: Recording Information for Lease: GTP Site ID: US -AR -5031 Site ID: AR -2621 Site Name: Mud Creek EXHIBIT A AR -5031 Mud Creek City of Fayetteville, Arkansas 7V6-W,LLC March 6, 2007 Memorandum of Lease Washington County, Arkansas Recorder's Office Instrument Number 01 7074290003 Assignment and Assumption of Ground Lease From Jason R. Steele, Michael B. Smith and Callahan Tower Joint Venture to TV6-W, LLC Washington County, Arkansas Circuit Clerk's office Document ID: 012949910008 File: 2009-00021184 Ground Lease Description: SEE EXHIBIT A-1 04/30/2012 10:32 5619950321 GLOBAL TOWER PARTNER PAGE 08/09 I GTP Site ID: US -AR -5031 Site ID: AR -2621 Site Name: Mud Creek EXHIBIT A-1 A Leasehold Estate, said leasehold being a portion of the following described parent parcel: A part of the West Half of the Northwest Quarter of Section 31, Township 17 North, Range 29 West, being more particularly described as follows: Beginning at an existing comer post which is 538.38 feet South and 500.0 feet East of the Northwest corner of the Southwest Quarter of the Northwest Quarter of said Section 31 and running thence S. 89 degrees 10' E along an existing fence row a distance of 70.0 feet to the West Right of Way of Crossover Road; thence Northward following said West Right of Way the following bearings and distances: N 24 degrees 24" E 54.27 feet, N 19 degrees 40' E 44.48 feet, N 16 degrees 07' E 59.34 feet, N 12 degrees 40' E 69.0 feet, N 07 degrees 49' E 62.28 feet, N 01 degree 30' E 54.0 feet, N 01 degree 35' E 198.0 feet to a point where the West Right of Way of Crossover Road intersects the South Right of Way of Old Wire Road; thence N 83 degrees 44' W, along said South Right of Way, a distance of 155.25 feet; thence South 545.18 feet to the point of beginning; containing 1.64 acres, more or less. AND BEING the same property conveyed to City of Fayetteville, Arkansas, a municipal corporation from James Riley Skillern and Beverly D. Skillem by Quitclaim Deed dated December 03, 1975 and recorded December 31, 1975 in Deed Book 898, Page 713. Tax Parcel No. 765-13277-000 Said Leasehold Estate being more particularly described by the following description: Part of the Southwest Quarter of the Northwest Quarter of Section 3), Township 17, North, Range 29 West, Washington County, Arkansas being more particularly described as follows: Commencing at the Northwest Comer of the Southwest Quarter of the Northwest Quarter, Thence along the West line of said Forty, South 01 degree 59 minutes 17 seconds West, 540.48 feet. Thence leaving said West line, South 86 degrees 29 minutes 25 seconds East, 497.75 feel. Thence North 01 degrees 53 minutes 00 seconds East, 217.36 feet Thence South 87 degrees 28 minutes 49 seconds East, 29.75 feet to the Point of Beginning. Thence South 87 degrees 28 minutes 49 seconds East, 31.47 feet. Thence South 36 degrees 24 minutes 38 seconds West, 11.55 feet. Thence South 53 degrees 03 minutes 48 seconds East, 11.85 feet. Thence North 37 degrees 12 minutes 16 seconds East, 5.49 feet Thence South 81 degrees 54 minutes 17 seconds East, 36.98 feet. Thence around a curve to the right having a radius of 6.00 feet and subtended by a chord bearing and distance of South 33 degrees 02 minutes 29 seconds East, 9.04 feet. Thence South 15 degrees 49 minutes 18 seconds West, 58.54 feet. Thence around a curve to the right having a radius of 6.00 feet and subtended by a chord bearing and distance of South 54 degrees 04 minutes 16 seconds West, 7.43 feet. Thence North 87 degrees 40 minutes 15 seconds West, 60.47 feet Thence North 01 degree 58 minutes 26 seconds East, 83.68 feet 04/30/2012 10:32 5619950321 GLOBAL TOWER PARTNER PAGE 09/09 GTP Site ID: US -AR -5031 Site ID: AR -2621 Site Name: Mud Creek to the Point of Beginning, containing 0.13 of an acre and subject to any Easements of Record. Also having rights to a 15.00 foot utility easement being 7.50 feet each side to a center line described as follows: Commencing at the Northwest Comer of the above described tract. Thence South 86 degrees 29 minutes 25 seconds East, 31.47 feet. Thence South 36 degrees 24 minutes 38 seconds West, 11.55 feet. Thence South 53 degrees 03 minutes 48 seconds East, I 1 85 feet Thence North 37 degrees 1! minutes 16 seconds East, 649 feet Thence South 8I degrees 54 minutes I7 seconds East, 36.98 feet. Thence around a curve to the right having a radius of 6.00 feet and subtended by a chord bearing and distance of South 33 degrees 02 minutes 29 seconds East, 9.04 feet Thence South 15 degrees 49 minutes 18 seconds West, 18.56 feet to the Point of Beginning. Thence South 70 degrees 53 minutes 19 seconds East, 28.77 feet to a power pole and the Point of Termination. Also having rights to drainage, ingress and egress easement described as follows: Beginning at the Northwest Comer of the above described tract, Thence South 01 degree 58 minutes 26 seconds West, 83.68 feet. Thence South 87 degrees 40 minutes 15 seconds East, 40.65 feet. Thence South 02 degrees 19 minutes 11 seconds West, 60.04 feet, Thence around a curve to the left having a radius 01 9.50 feet and subtended by a chord bearing and distance of South 32 degrees 22 minutes 47 seconds East, 10.82 feet. Thence South 67 degrees 04 minutes 44 seconds East, 20.56 feet to the West right of way line of Crossover Road Thence along said right of way line, around a curve to the right having a radius of 764.96 feet and subtended by a chord bearing and distance of South 24 degrees 38 minutes 04 seconds West, 25.21 feet, Thence leaving said right of way line, North 66 degrees 30 minutes 39 seconds West, 35.41 feet. Thence around a curve to the right having a radius of 10.50 feet and subtended by a chord bearing and distance of North 32 degrees 16 minutes 07 seconds West, 11.52 feet, Thence North 01 degree 58 minutes 25 seconds East, 0.68 of a foot Thence around a curve to the left having a radius of 4.50 feet and subtended by a chord bearing and distance of North 42 degrees 51 minutes 12 seconds West, 27 34 feet. Thence North 87 degrees 40 minutes 49 seconds West, 12.53 feet. Thence North 02 degrees 19 minutes 11 seconds East, 27.35 feet. Thence North 88 degrees 07 minutes 00 seconds East, 128.06 feet. Thence South 87 degrees 28 minutes 49 seconds East, 29 75 feet to the Point of Beginning. EXHIBIT "B" SURVEY OF PREMISES 1111 GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek EXHIBIT B Lease 7 GTP Site ID: US -AR -5031 GTP Site Name: Mud Creek EXHIBIT B Lease