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RESOLUTION NO. 11,596
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3 A RESOLUTION
TO AUTHORIZE
THE CITY MANAGER TO
4 RENEW THE
CONTRACT
WITH RHODES AND
5 ASSOCIATES /RAI FOR CITY PROPERTY INSURANCE
6 COVERAGE FOR AN ADDITIONAL YEAR, AND FOR OTHER
7 PURPOSES.
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9 WHEREAS, the City purchases insurance to provide coverage for City-owned
10 buildings and facilities, with such purchase of coverage being subject periodically to
11 the bidding process, and
12 WHEREAS, the incumbent provider has proposed renewal of the existing policy
13 at no increase in premium rate, with the exception of adjustments in total premium
14 amount based on changes in the schedule of covered properties and in valuation, and
15 WHEREAS, based on conditions existing in the insurance markets in recent
16 years, a renewal proposal with no increase in premium rate would be beneficial to the
17 City.
18 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
19 THE CITY OF LITTLE ROCK, ARKANSAS:
20 Section 1. The City Manager is authorized to renew for the year 2004 an
21 agreement with Rhodes and Associates/RAI to provide property insurance coverage for
22 City-owned buildings and facilities with no increase in premium.
23 Section 2. Funds for the cost of this coverage will be included as a line item in
24 the 2004 City budget.
25 Section 3. Severability. In the event any portion of this ordinance is declared or
26 adjudged to be invalid or unconstitutional, such declaration or adjudication shall not
(PACE 1 OF 21
Resolution
Properly Insurance Contract
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affect the remaining portions of this ordinance, which shall remain in full force and
effect as if the portion so declared or adjudged invalid or unconstitutional was not
originally a part of this ordinance.
Section 4. Repealer. All ordinances and resolutions, and parts thereof, which
are in conflict with any provision of this ordinance are hereby repealed to the extent of
such conflict.
ADOPTED: September 16, 2003
ATTEST: APPROVED:
N cy Wood, City Clerk
APPROVED AS TO LEGAL FORM:
A
Thomas M. Carpenter, eity Attorney
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Resolution
Property Insurance Contract
[PAGE 2 O 2]
Jim D i ey, Mayor
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RESOLUTION NO. 10, 280
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE CITY OF LITTLE ROCK, ARKANSAS,
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE MASTER LEASE AGREEMENTS WITH
WIRELESS COMMUNICATIONS COMPANIES;
AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND TO EXECUTE SITE
COMMENCEMENT AGREEMENTS FOR THE
PLACEMENT AND OPERATION OF WIRELESS
COMMUNICATIONS FACILITIES ON CITY
PROPERTY.
WHEREAS, City staff has been negotiating with several companies for the placement
of wireless communications facilities (hereinafter called "WCF ") on City land and structures;
and
WHEREAS, the City anticipates that other WCF providers may desire to lease space
on City owned land and structures for the placement of WCF; and
WHEREAS, a number of WCF providers are now leasing space on City land (ground
lease) and on City water tanks and towers (attachment lease), each of which under separate
lease agreements; and
WHEREAS, in order to avoid duplication of effort and inconsistency in lease
provisions with multiple WCF providers, City staff has drafted and negotiated Master Leases
containing general contractual provisions for use with all WCF providers desiring to locate on
City property; and
WHEREAS, the Board deems it necessary to delegate the authority to the City
Manager to negotiate and to execute agreements containing site specific terms and conditions
for the placement of WCF in specific locations on City property (Commencement
Agreements), such agreements to be annexed as exhibits to the Master Leases referred to
above.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS
OF THE CITY OF LITTLE ROCK, ARKANSAS:
SECTION 1. The City Manager is authorized to negotiate and to execute site specific
Commencement Agreements to be attached as exhibits to the Master Leases for the placement
of WCF on City land and structures.
(Corrected 7- 1 -98.)
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SECTION 2. The Mayor and City Clerk are hereby authorized to execute Master
Lease Agreements for the location and operation of WCF on City land and structures in
substantially the forms attached to this Resolution, together with such additional terms or
modification of the forms deemed advisable and acceptable to the City Attorney, for the
following sites:
GROUND SITES:
1. Little Rock National Airport - Emergency Broadcast
2. Jackson Reservoir - Reservoir Park
3. 1 430 @ Cantrell Road - Jack H. Wilson Water Treatment Plant
4. I -430 @ Colonel Glenn - Intermediate Tank No. 15
5. Taylor Loop - Emergency Broadcast
ATTACHMENT SITES:
I . University Ave. @ Cantrell Road - Pulaski Heights Tank No. 5
2. 1630 @ 1430 - Intermediate Tank No. 2
3. Pebble Beach - Highland Ridge Tank No. 17
4. West Cantrell - Walton Heights Tank No. 8
5. Kavanaugh - Ozark Point Water Treatment Plant
ADOPTED: May 19, 1998
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ATTEST:
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ROBBIE HANCOCK
25 CITY CLERK
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31 THOMAS M. CARPEN R
32 CITY ATTORNEY
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(Corrected 7- 1 -98.)
APPROVED:
JIM "
MAYOR
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MASTER WCF GROUND LEASE
THIS MASTER WCF GROUND LEASE (this "Master Ground Lease ") is made this
day of April, 1998, by and between the CITY OF LITTLE ROCK, an Arkansas
municipal corporation ("LESSOR") and TELECORP HOLDING CORP., INC., a
corporation incorporated in the State of Delaware and authorized to do business in the State
of Arkansas ( "LESSEE ").
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. Property
(a) LESSOR owns certain real property and improvements thereon commonly
known and identified by the parties as follows:
1. Little Rock National Airport - Emergency Broadcast
2. Jackson Reservoir - Reservoir Park
3. 1430 @ Cantrell Road - Jack H. Wilson Water Treatment Plant
4. I -430 @ Colonel Glenn - Intermediate Tank No. 15
5. Taylor Loop - Emergency Broadcast
(hereinafter referred to as "Site" or "Sites ").
(b) LESSEE may add or substitute Saes during iis.i spection and testing period
prior to the Commencement Date pursuant to Paragraph 10 herein by designating such
additional or substituted Sites on Exhibit B attached hereto and made a part hereof, subject
to the approval of LESSOR.
(c) LESSOR hereby grants LESSEE the right to install, maintain, operate and a
remove wireless communications tower, equipment and appurtenances on the Sites. Each Site
shall be identified by separate commencement agreements ("Commencement Agreements")
which shall be attached hereto when executed and incorporated by reference into the terms
of this Master Ground Lease, a prototype of which is attached hereto as Exhibit A. Each
Commencement Agreement shall include a legal description of the real property upon which
the Site is situated (the real property described in the various Commencement Agreements
as Property may hereinafter be individually or collectively referred to as the "Leased
Premises "), a legal description of any easements for ingress, egress and utilities (the real
property described in the various Commencement Agreements as Easement may hereinafter
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be individually or collectively referred to as the "Easement "). The Term of each
Commencement Agreement shall begin upon the Site Commencement Date as that term is
defined in the Commencement Agreement and shall terminate upon the expiration or
termination of this Master Ground Lease. All Commencement Agreements entered into by
LESSOR and LESSEE after the Master Ground Lease Commencement Date shall during the
Initial Term continue for the balance of the Initial Term of the Master Ground Lease and for
any Renewal Term of the Master Ground Lease if LESSEE chooses to renew the Master
Ground Lease as provided in paragraph 4. However, LESSEE may choose not to renew one
or more Commencement Agreements for a Renewal Term. LESSEE's election not to renew
or to terminate a Commencement Agreement shall not affect any other Commencement
Agreement or this Master Attachment Lease.
2. Premises
(a) LESSOR hereby leases to LESSEE, and LESSEE hereby Leases from LESSOR
a tract of land within the boundaries of the Properties listed in paragraph 1, comprising
ground space not to exceed two thousand five hundred (2500) square feet in size in the
approximate location as described on Exhibit A of the Commencement Agreement
(hereinafter referred to as "Leased Premises ").
(b) LESSOR further grants such rights and easements, subject to the prior approval
of LESSOR on, over, under, across and through the Site within the designated area on
Exhibit B of the Commencement Agreement (the "Easements ") for ingress and egress by
motor vehicle or on foot and for the installation of wires, cables and electrical support
equipment necessary for the installation, operation and maintenance of LESSEE's
telecommunications equipment located upon the Leased Premises.
(c) With respect to any Property operated by the Little Rock Municipal Water Works
(hereinafter called "LRMWW "), the areas designated on Exhibit A of the Commencement
Agreement shall also be subject to the prior approval ofLRMWW.
(d) Any approvals required under this Master Ground Lease shall not be
unreasonably withheld.
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3. Use and Equipment
(a) The Leased Premises may be used by LESSEE for the installation, operation,
maintenance, repair, or replacement of (I) a monopole or self - supporting tower (the
"Antenna Tower ") and (ii) a pre- fabricated building not to exceed two hundred fifty square
feet (250') (the "Building ") and equipment cabinets supported on a concrete or raised
platform (the "Equipment Cabinets "). The Antenna Tower, Building and Equipment Cabinets
shall house and contain the equipment described on Exhibit C annexed hereto (hereinafter
collectively referred to as the "Communications Equipment "). The Antenna Tower, Building,
Equipment Cabinets and Communications Equipment are sometimes hereinafter collectively
referred to as "Equipment." All Equipment, fixtures, appurtenances and improvements
erected, located, placed or constructed by Lessee upon the Leased Premises shall remain the
personal property of LESSEE regardless of the manner or mode of attachment and may be
removed by LESSEE at its sole option at any time during the initial term, any renewal term
or after termination or expiration of this Master Ground Lease. LESSOR hereby expressly
waives any and all LESSOR's liens or claims of such on said Equipment, fixtures,
appurtenances, and improvements.
(b) All Equipment, fixtures, appurtenances and improvements erected, located, placed
or constructed by LESSEE upon the Leased Premises shall remain the personal property of
LESSEE regardless of the manner or mode of attachment and may be removed by LESSEE
at its sole option at any time during the initial term, any renewal term or after termination or
expiration of this Master Ground Lease. LESSOR hereby expressly waives any and all
LESSOR's liens or claims of such on said Equipment, fixtures, appurtenances, and
improvements.
4. Term
(a) The initial term of this Master Ground Lease shall be five (5) years (the "Initial
Term ") commencing upon the installation of the Equipment or within ninety (90) days of the
full execution of this Master Ground Lease, whichever first occurs (the "Commencement
Date "). Each Commencement Agreement shall commence and LESSEE's obligation to pay
Rent pursuant to each individual Site shall commence on the Site Commencement Date as
specified in the Commencement Agreement.
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(b) The Initial Term of this Master Ground Lease shall be automatically renewed and
extended, unless terminated as provided herein, upon the same terms and conditions, except
as otherwise stated herein, for three (3) additional terms of five (5) years each (the "Renewal
Terms "). The Initial Term and Renewal Term(s) are collectively referred to as the "Term ".
5. Rent
(a) Initial Term. Upon the Site Commencement Date LESSEE shall pay
LESSOR the first year annual Rent the sum of Six Thousand Dollars ($6,000) for each of
the Leased Premises located within the following Properties selected by LESSEE and
approved by LESSOR:
1. Little Rock National Airport - Emergency Broadcast
2. Jackson Reservoir - Reservoir Park
3. I -430 @ Cantrell Road - Jack H. Wilson Water Treatment Plant
4. I -430 @ Colonel Glenn - Intermediate Tank No. 15
5. Taylor Loop Road - Emergency Broadcast
(b) In the second year following the Site Commencement Date and thereafter
throughout the Initial Term, the Rent shall be payable monthly on the first business day of
each month, in advance, to the City of Little Rock at LESSOR'S address specified in the
Notice section of this Master Ground Lease, the sum of Five Hundred Dollars ($500) for
each of the Leased Premises within the Properties referenced in the Paragraph 5 (a) above.
(c) Renewal Terms Rent for each of the Leased Premises will accrue during
the Renewal Terms to be paid in equal monthly payments for each Site in accordance with
the following schedule:
First Renewal Term ............... $8,640 per annum
Second Renewal Term ........... $10,368 per annum
Third Renewal Term .............$12,442 per annum
Rent shall be in addition to the percentage of license or sublease revenues received by
LESSEE pursuant to Paragraph 19 (d) herein.
(d) If LESSEE chooses to terminate this Master Ground Lease in accordance with
Paragraph 6(b) or (e) (Termination) LESSEE shall provide six (6) months advance written
notice to LESSOR of its intention to terminate and at the expiration of such six months
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LESSEE shall pay to LESSOR a sum equal to the next six (6) months Rent for each Leased
Premises.
6. Termination
Except as otherwise provided herein, this any Commencement Agreement may be
terminated, without penalty or further liability, subject to Paragraph 5 herein, as follows:
(a) by either party, upon a default of any covenant or term hereof by the other
party, which default is not cured within sixty (60) days of receipt of written notice of default;
or
(b) by LESSEE, if LESSEE is unable to obtain or maintain (or decides in its sole
discretion that it is unlikely to obtain or maintain without undue cost or time), any license,
permit or other Governmental Approval necessary to the construction and/or operation of the
Equipment on the Leased Premises; or
(c) by LESSEE, if the Property or Equipment are destroyed or damaged and
rendered unsuitable for normal use; or
(d) by LESSEE, if LESSEE determines that any of the Equipment cannot be used
without interference from, or causing any undue interference to, other occupants of the
Property or if due to changed circumstances LESSEE determines that the use of the Property
is no longer suitable for LESSEE's network operations; or
(e) by LESSEE, in its sole discretion at any time on or before the first anniversary
of the Commencement Date; or
(f) by LESSEE, if the whole or any substantial part of the Property shall be taken
by any public authority under the power of eminent domain so as to interfere with LESSEE's
use and occupancy of the Property. The then current term of this Master Ground Lease shall
cease on the date that the title to the Property vests in the authority exercising the power of
eminent domain, and any fee paid in advance of such date shall be refunded to LESSEE.
In the event of a termination of this Lease for any reason LESSEE shall be entitled
to a refund of any Rent paid in advance of the effective date of termination which Rent
remain unearned as of the date of termination.
7. Approvals
LESSOR hereby agrees to cooperate with LESSEE in obtaining any approvals
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required by LESSEE for its use of the Leased Premises. LESSEE shall be responsible for any
cost or expense associated with obtaining any approvals and permits associated with its use.
8. Compliance with Law
LESSEE shall conduct its activities on the Property in compliance with all federal,
State and local laws, ordinances and regulations, specifically, but not limited to, the
ordinances of the City of Little Rock regarding building and zoning. LESSEE shall provide
proof to LESSOR upon reasonable request that the Equipment located on the Leased
Premises is being operated in compliance with federal rules and regulations particularly, but
not limited to, compliance with emission standards and applicable environmental laws and
regulations.
9. Interference
(a) LESSEE shall operate its Equipment in such a manner which shall not cause
technical or physical interference to LESSOR or other LESSEES with tenancies which
predate the execution of this Master Ground Lease. If any interference is encountered by
LESSEE as a result of equipment installed on the Property after the execution date of this
Master Ground Lease ( "Third Party Interference "), LESSOR shall eliminate or cause such
Third Party Interference to be eliminated within no greater than seventy -two (72) hours of
notification from LESSEE to LESSOR, without cost or obligation to LESSEE. If such Third
Party Interference cannot be eliminated within such time LESSOR will require the interfering
party to cease use of its equipment excepting for those short periods of intermittent testing
time necessary to identify and eliminate the interference. LESSEE covenants that LESSEE
shall undertake reasonable efforts to cooperate with LESSOR's attempts to rectify such
interference including providing LESSOR such information as may be known to LESSEE
about the suspected source and cause of the interference and proposed solutions for
eliminating the interference, however, in no event shall LESSEE be required to incur any "out
of pocket" expense or cost in performing said cooperative efforts. (b) LESSOR shall
provide LESSEE thirty (30) days advance written notice of any proposed use of the Property
owned by LESSOR adjacent to the Leased Premises which involves wireless communications.
Said notice to LESSEE shall specify the entity proposing to conduct a wireless
communications activity, the proposed location of the facility, a description of the equipment
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to be located on the Property and the radio frequency at which the wireless communications
equipment will operate.
(c) LESSEE, at its sole cost and expense, shall be responsible for curing any and all
interference to the operations of LESSOR on the Property caused by LESSEE's activities and
operations. LESSEE shall maintain a complete and current list of transmission and receive
frequencies and azimuths and shall provide such information to LESSOR upon reasonable
request.
10. Inspections
LESSEE, at its sole cost and expense prior to the Commencement Date, may conduct
such surveys, tests and inspections with prior notice to LESSOR and LRMWW, as LESSEE
considers reasonably necessary or desirable in connection with the intended use of the Leased
Premises.
11. Access
(a) LESSOR shall provide to LESSEE, its employees, agents, independent
contractors and subcontractors access over the Property and Property within the Easements
twenty -four (24) hours a day, seven (7) days a week, at no charge to LESSEE.
(b) In the event that LESSOR'S Easement to the Property does not permit LESSEE
to use such access, LESSEE shall be responsible for securing access at its own cost and
expense.
(c) LESSOR shall be permitted access to the Property for emergencies without prior
notice to LESSEE so long as LESSEE is notified as soon thereafter as reasonably practicable;
and in all cases LESSEE's Equipment remains secure and LESSEE's radio transmissions are
not adversely affected. If LESSEE requests the assistance of LESSOR to gain access to the
Property because of lost or misplaced keys other than during normal business hours,
LESSOR may provide access as soon as possible on the following business day.
12. Maintenance
LESSEE shall perform all repairs necessary to keep its Equipment located on or about
the Property in good condition, reasonable wear and tear and damage from the elements
excepted. LESSEE shall keep the Property clean, orderly and free of waste and excess
materials from its operations. Upon reasonable notice by LESSOR of its intent to perform
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sandblasting, painting or other maintenance of the Property, LESSEE shall coordinate and
perform the temporary adjustment of its facilities as required in order to protect the
Equipment at its own cost and expense.
13. Utilities
(a) LESSEE shall have the right to arrange for its own telephone service and shall pay
directly for such service to the local telephone provider. LESSOR agrees to provide any
cooperation reasonably requested by LESSEE to facilitate electrical and telephone installation
required by the LESSEE including the execution of written easements for the local telephone
provider.
(b) LESSEE shall have the further right to install other utilities, at LESSEE's
expense, and to improve present utilities on the Property (including but not limited to the
installation of emergency power generators and the installation of a separate electric meter
for its use). LESSEE shall have the right to permanently place utilities on (or to bring utilities
across or under) the Easements to service the Leased Premises and the Equipment. LESSOR
will, upon LESSEE's request, execute a separate written easement to the utility company
over LESSOR's Property providing the service to LESSEE in a form approved by the City
Attorney and which may be filed of record evidencing this right.
14. Title and Ouiet Possession
LESSOR represents and warrants (a) that it is the owner of the Property; (b) that it
has the right to enter into this Master Ground Lease and the Commencement Agreements; (c)
that the person signing this Master Ground Lease has the authority to sign; and (d) that
LESSEE is entitled access to the Property at all times and to the quiet possession of the
Property throughout the Initial Term and each Renewal Term so long as LESSEE is not in
default of any term of this Master Ground Lease beyond expiration of a reasonable cure
period.
15. Insurance
LESSEE shall carry during the LESSEE term, at its own cost and expense, the
following insurance: (a) "All Risk" property insurance for its personal property replacement
cost; and (b) comprehensive general liability insurance with a combined single limit of
$1,000,000 for bodily injury and $100,000 for property damage. LESSEE shall provide a
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certificate of insurance to LESSOR within thirty (3) days of written request. LESSEE's
insurance policy shall provide that termination or cancellation shall not occur without at least
fifteen (15) days prior written notice to LESSOR, and LESSOR shall be named as an
additional insured under such policy of comprehensive general liability insurance. LESSEE
shall have no obligation to name LESSOR as an additional insured on LESSEE's policy of
"All Risk" property insurance.
16. Construction Drawingg
Prior to installation of any Equipment on the Property, LESSEE shall submit to
LESSOR construction drawings ( "Construction Drawings "), stamped by a registered
professional engineer licensed in the State of Arkansas, which shall detail the plans and
specifications for LESSEE's Equipment installation. LESSOR shall approve the Construction
Drawings within fourteen (14) days from submission or provide specific reasons for
disapproval. In the event that LESSOR does not approve or provide reasons for disapproval
of the Construction Drawings within fourteen (14) days, then the Construction Drawings shall
be deemed approved.
17. Non - Disturbance
In the event the Property is encumbered by a mortgage as of the date of this LESSEE,
the LESSOR shall request that the holder of each such mortgage execute a non - disturbance
agreement, to be prepared by LESSEE, and cooperate with LESSEE toward such end to the
extent that such cooperation does not cause LESSOR additional financial liability or expense.
18. Successors
This LESSEE and the terms and conditions herein shall run with the Property and
inure to the benefit of and be binding upon LESSOR and LESSEE and each of their
respective executors, administrators, successors and permitted assigns. LESSEE shall be
permitted to record this Master Ground Lease or a Memorandum of Lease which LESSOR
agrees to execute and acknowledge.
19. Assignment
(a) LESSOR agrees that LESSEE may assign this Master Ground Lease and all rights
granted to LESSEE hereunder to (I) any business entity which is licensed by the FCC to
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conduct wireless communication services, (ii) an affiliate ( "Affiliate "), (iii)) any entity which
is merged or consolidated with LESSEE or purchases a majority or controlling percentage
( "Controlling Percentage ") in the ownership or assets of LESSEE or with which LESSEE
effectuates a change in control ("Change in Control "), or (iv) any lender, as security pursuant
to the terms of any loan made to LESSEE by such lender (collectively, the "Permitted
Parties "). As used herein, Affiliate shall mean any entity which controls, is controlled by or
which is under common with LESSEE. Upon notification to LESSOR by LESSEE of any
such assignment, LESSEE shall not be relieved of any future performances, liabilities and
obligations under this Master Ground Lease except as provided below. Any permitted Parties
shall be bound in writing by the terms and provisions of this Master Ground Lease and
LESSEE shall not be released from any of its obligation hereunder; unless such Permitted
Parties shall assume the LESSEE in writing. Any further assignments by the Permitted Parties
shall be subject to the terms and conditions of this paragraph. Except as otherwise set forth
hereunder, LESSEE shall not assign, transfer or sublet this Master Ground Lease in whole
or part to any person, entity or organization without the prior written consent of LESSOR,
which consent shall not be unreasonably withheld or delayed.
(b) "Change in Control" shall mean any dissolution, merger, consolidation or
reorganization of LESSEE, or the aggregate sale or other transfer of a controlling percentage
of the capital stock of LESSEE, or the sale during the Term of this Master Ground Lease in
the aggregate of fifty percentage (50 %) or more of the value of the assets of LESSEE. The
phrase "Controlling Percentage" shall mean the ownership of, and the right to vote stock
possessing fifty percent (50 %) or more to the total combined voting power of all classes of
LESSEE's capital stock issued, outstanding and entitled to vote for the election of directors.
(c) Lessee at its sole discretion shall have the right, upon advance written notice to
LESSOR, to license or sublease all or a portion of the Leased Premises and antenna mounting
space on the Antenna Tower to others whose business includes the provision of wireless
communication services. Notwithstanding the foregoing, a sublease of all or part of the
Leased Premises shall not relieve LESSEE of any obligation imposed upon LESSEE by this
Master Ground Lease unless LESSOR expressly releases LESSEE from further liability.
LESSEE's licensee(s) and sublessee(s) shall be entitled to modify the Antenna Tower and to
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erect additional improvements on the Leased Premises by said licensee(s) and sublessee(s) and
shall have rights of ingress and egress to the Leased Premises and the right to install utilities
on the Leased Premises as if said licensee or sublessee were the Lessee under this Master
Ground Lease. In connection with this right, such new users will be required to secure any
governmental approvals required to collocate on the Antenna Tower and shall have a
structural analysis performed by a registered professional engineer licensed in the State of
Arkansas showing that the Antenna Tower can accommodate such user's equipment.
(d) In the event LESSEE licenses or subleases a portion of the Leased Premises
and/or mounting space on the Antenna Tower, LESSEE shall pay to LESSOR ten percent
(10 %) of all revenues from the sublease or license of space on the Antenna Tower. Said
payment shall be made to LESSOR with the Rent in the manner provided for in paragraph 5
(b) herein.
(e) LESSOR may assign its interest in this Master Ground Lease upon thirty (30)
days advance written notice to LESSEE.
20. Notices
All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed given if personally delivered, registered mail return receipt requested, or
sent overnight carrier to the following addresses:
If to LESSOR:
City of Little Rock
Attention: City Manager
City Hall, Suite 203
500 West Markham
Little Rock, Arkansas 72201
(501) 371 -4510
If to LESSEE:
TeleCorp Holding Corp., Inc.
1101 17th Street N.W.
Suite 900
Washington, DC 20036
Attention: General Counsel
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If to LRM V W:
Little Rock Municipal Water Works
Attention: Dale Russom, Director of Engineering
P.O. Box 1789
Little Rock, Arkansas 72203
(501) 377 -1220
21. Environmental Representations
(a) LESSOR represents and warrants that, to the best of its knowledge and belief,
the Property and the Leased Premises are in compliance with all applicable environmental
laws ("Environmental Laws "). Environmental Laws shall mean any and all applicable federal,
state or local statutes, ordinances, bylaws, codes, rules, or regulations relating to or
concerning any hazardous, toxic or dangerous waste, substance or material, including but not
limited to the Resource Conservation and Recovery Act, as amended, and the Comprehensive
Environmental Response, Compensation and Liability Act, as amended.
(b) LESSOR further warrants and represents that, to the best of its knowledge and
belief, the Property, the easement and the improvements thereon are free of contaminants,
oils, asbestos, PCB's hazardous substances or wastes as defined by federal, state or local
environmental laws, regulations or administrative orders or other materials the removal of
which is required or the maintenance of which is prohibited, regulated or penalized by any
federal, state or local government authority ( "Hazardous Materials "). This Master Ground
Lease shall at the option of LESSEE terminate, be void and be of no further force or effect
if Hazardous Materials are discovered to exist on the Property and LESSEE shall be entitled
to a refund of all the consideration given LESSOR under this Master Ground Lease after
discovery of the Hazardous Materials.
22. Damages
LESSOR waives liability for any consequential or incidental damages incurred by
LESSOR which are due to theft, fire, act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition or other order of the governmental body or
authority, or for any consequential or incidental damages due to any reason.
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23. Removal of Improvements
Upon termination of this Master Ground Lease or an earlier termination of any
Commencement Agreement, whether by expiration, cancellation, forfeiture or otherwise,
LESSEE shall have the right to remove from the Property all aboveground improvements
installed, placed or erected on the Leased Premises by LESSEE, and the parties agree that
the Antenna Tower or any part thereof may be removed without damage to the Property, and
that such Antenna Tower shall be considered LESSEE's personal property and shall not
become a part of the realty. LESSEE shall have ninety (90) thirty (30) days after termination
of this LESSEE within which to dismantle and remove the Antenna Tower and other
improvements. Cost of removal of improvements shall be borne by LESSEE.
24. Property Taxes
LESSEE shall pay any personal property taxes assessed against its Equipment and any
real property taxes or any portion of such taxes attributable solely to LESSEE's operations
conducted on the Property.
25. Survey Period
Prior to the Commencement Date LESSEE shall have access to the Property during
business hours for the purpose of making necessary engineering surveys, inspections, and
other reasonably necessary tests relating to LESSEE's proposed use of the Property.
LESSEE shall fully restore to its prior condition any portion of the Property disturbed by
LESSEE and LESSEE hereby indemnifies and holds LESSOR harmless from and against any
claim, loss, expense, fine, fee or liability incurred by LESSOR as a result of LESSEE's access,
tests, studies or other activities pursuant to this Section.
26 Emergency Stand -by Generator
LESSEE shall have the right to place, maintain and operate an emergency stand -by
generator ( "Generator ") at the Property, provided the Generator shall be installed and
operated in compliance with all applicable laws, ordinances and regulations. LESSEE shall
not be permitted to use diesel fuel or gasoline for such generator. LESSEE shall be permitted
to use batteries or propane or an alternative fuel source approved in advance by LESSOR.
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27. Entire Agreement
This Master Ground Lease and the Exhibits attached hereto, all being a part hereof,
constitute the entire agreement of the parties hereto and shall supersede all prior offers,
negotiations and agreements.
28. Governing Law
This Master Ground Lease shall be governed by the laws of the State in which the
Property are located, without regard to conflicts of laws.
29. Validity
If any term of this Master Ground Lease is found to be void or invalid, such invalidity
shall not affect the remaining terms of this Master Ground Lease, which shall continue in full
force and effect.
30. Waivers to be in Writing
No modification, amendment, waiver or release of any provision of this Master
Ground Lease or of any right, obligation, claim or cause of action arising hereunder shall be
valid or binding for any purpose whatsoever unless in writing and duly executed by the party
against whom it is asserted.
IN WITNESS WHEREOF, the parties have executed, or have caused their properly
authorized representatives to duly execute this Master Ground Lease as of the date and year
first written above.
LESSOR: LESSEE:
CITY OF LITTLE ROCK: TELECORP HOLDING CORP.,
INC.
By: By:
Print Name:
Title:
14
Print Name:
Title:
252
• • , 253
THIS COMMENCEMENT AGREEMENT ( "Agreement ") is executed this
day of 1998, by and between the CITY OF LITTLE ROCK, an
Arkansas municipal corporation ( "LESSOR ") and TELECORP HOLDING CORP., INC.
( "LESSEE ").
WHEREAS, on the _ day of April, 1998, LESSOR and LESSEE entered into
that certain Master Lease Agreement ( "Master Ground Lease ") which provides for the
execution of individual Commencement Agreements for each Site, as that term is defined in
the Master Lease, owned by LESSOR upon which LESSEE desires to mount certain antenna,
structures and other equipment.
I. Sik. Subject to the terms of the Master Ground Lease LESSOR has leased
to LESSEE certain real property in the vicinity of the Tower which real property which is
more particularly described in Exhibit "A" attached hereto ( "Property "). LESSOR has granted
unto LESSEE for the Initial Term and any Renewal Term an easement for ingress, egress and
utilities during the term of the Lease over the property described in Exhibit `B" attached
hereto ( "Easement "). (The Property and Easement shall constitute and hereinafter be referred
to and known as the "Site "). The Site is more commonly known to LESSOR as the
3. Site Commencement Date. The commencement date of LESSEE's Lease
of the Site ( "Site Commencement Date ") is the _ day of . 199_ The lease
of the Site by LESSEE brings the total number of Sites presently occupied by LESSEE to
4. Effect of Agreement. LESSOR and LESSEE acknowledge that the Master
Ground Lease is the controlling agreement between the parties with regard to LESSEE's lease
of the Site. This Commencement Agreement is intended to supplement the Master Ground
Lease and fulfill the requirements of paragraph 1 of the Master Ground Lease.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
LESSOR:
CITY OF LITTLE ROCK
By:
Title:
LESSEE:
TELECORP HOLDING CORP.,
INC.
Title:
q
.254
ACKNOWLEDGMENTS
State of Arkansas
)ss
County of Pulaski
On this day of April, 1998, before me a Notary Public, duly commissioned,
qualified and acting, within and for said County and State, appeared in person the within
named and , being the person or
persons authorized by said municipal corporation to execute such instrument, stating their
respective capacities in that behalf, to me personally well known, who stated that they were
the and of
an Arkansas municipal corporation, and were duly authorized in their respective capacities
to execute the foregoing instrument for and in the name and behalf of said municipal
corporation, and further stated and acknowledged that they had so signed, executed and
delivered said foregoing instrument for the consideration, uses and purposes therein
mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
day of , 19_
My Commission Expires:
NOTARY PUBLIC
3
State of
)ss
County of
On this day of 19. before me a Notary Public,
duly commissioned, qualified and acting, within and for said County and State, appeared in
person the within named Randy Johnson, being the person authorized by said corporation to
execute such instrument, who stated that he is the Vice President of TeleCorp Holding Corp.,
Inc., a Delaware corporation, and was duly authorized in his capacity to execute the foregoing
instrument for and in the name and behalf of said corporation, and further stated and
acknowledged that they had so signed, executed and delivered said foregoing instrument for
the consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
day of , 19_
My Commission Expires:
NOTARY PUBLIC
4
25s
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
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EXHIBIT `B"
LEGAL DESCRIPTION OF THE EASEMENT
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MASTER TOWER ATTACHMENT LEASE AGREEMENT
THIS MASTER TOWER ATTACHMENT LEASE AGREEMENT (this "Master
Attachment Lease ") is made this day of , 1998, by and between the CITY OF
LITTLE ROCK, an Arkansas municipal corporation ( "LESSOR ") and TELECORP
HOLDING CORP., INC., a corporation incorporated in the State of Delaware
( "LESSEE ").
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. Property
(a) LESSOR owns certain real property and improvements thereon commonly
known and identified by the parties as follows:
1. University Ave. @ Cantrell Road - Pulaski Heights Tank No. 5
2. 1630 @ 1430 - Intermediate Tank No. 2
3. Pebble Beach - Highland Ridge Tank No. 17
4. West Cantrell - Walton Heights Tank No. 8
5. Kavanaugh - Ozark Point Water Treatment Plant
(hereinafter called "Tower Attachment Sites "); and
(b) The above referenced sites are proposed for Leased Premises. LESSEE may
add or substitute Leased Premises during its inspection and testing period prior to the Site
Commencement Date pursuant to Paragraph 9 herein by designating such additional or
substituted Leased Premises on Exhibit B attached hereto and made a part hereof, subject
to the approval of LESSOR.
(c) LESSOR hereby grants LESSEE the right to install, maintain, operate and
remove wireless communications equipment and appurtenances on towers or water tanks
owned by LESSOR which are located on the Tower Attachment Sites. Each Tower
Attachment Site shall be identified by separate commencement agreements ( "Tower
Attachment Commencement Agreements ") which shall be attached hereto when executed and
incorporated by reference into the terms of this Master Attachment Lease, a prototype of
which is attached hereto as Exhibit "A ". Each Tower Attachment Commencement
Agreement shall include a legal description of the real property upon which the Tower
Attachment Site is situated (the real property described in the various Tower Attachment
Commencement Agreements as Property may hereinafter be individually or collectively
referred to as the "Property "), a legal description of any easements for ingress, egress'and
utilities (the real property described in the various Tower Attachment Commencement
Agreements as Easement may hereinafter be individually or collectively referred to as the
"Easement "), and description of LESSEE's equipment which will be located on the Tower
Attachment Site ( "Equipment "). The Term of each Tower Attachment Commencement
Agreement shall begin upon the Site Commencement Date as that term is defined in the
Tower Attachment Commencement Agreement and shall terminate upon the expiration or
termination of this Master Agreement. All Tower Attachment Commencement Agreements
entered into by LESSOR and LESSEE after the Master Attachment Lease Site
Commencement Date shall during the Initial Term continue for the balance of the Initial Term
of the Master Attachment Lease and for any Renewal Term of the Master Attachment Lease
if LESSEE chooses to renew the Master Attachment Lease as provided in paragraph 4.
However, LESSEE may choose not to renew one or more Tower Attachment
Commencement Agreements for a Renewal Term or may choose to terminate one or more
Tower Attachment Commencement Agreements pursuant to paragraph 6 of this Master
Attachment Lease. LESSEE's election not to renew or to terminate a Tower Attachment
Commencement Agreement shall not otherwise affect any other Tower Attachment
Commencement Agreement or this Master Attachment Lease.
2. Premises
(a) LESSOR hereby grants LESSEE the right to lease space on the towers located
on the proposed sites listed in paragraph 1, together with ground space not to exceed nine
hundred (900) square feet in size in the approximate location as described on Exhibit A of
the Tower Attachment Commencement Agreement within which area LESSEE may pour
a concrete pad and place an unmanned equipment shelter (the space on the tower and the
Property shall hereinafter collectively referred to as the "Leased Premises ").
(b) LESSOR further grants such rights and easements, subject to the prior approval
of LESSOR on, over, under, across and through the Tower Attachment Sites within the
designated area on Exhibit B of the applicable Tower Attachment Commencement
Agreement (the "Easements") for ingress and egress by motor vehicle or on foot and for the
installation of utilities, wires, cables and electrical support equipment necessary for the
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installation, operation and maintenance of LESSEE's telecommunications equipment located
upon the Leased Premises including but not limited to access from the nearest source of
telephone and electric utilities.
(c ) The antenna shall be located at the level on the Tower shown or described on
Exhibit C of the Tower Attachment Commencement Agreement. The exact location will
be determined in conjunction with LESSOR'S engineers so as to avoid interference with any
of LESSOR'S lighting, ladders, cables, lines, antennas and any other equipment and property
of LESSOR located on the Tower and Leased Premises as may be applicable, as well as to
minimize the impact on adjacent property.
(d) With respect to any site operated by the Little Rock Municipal Water Works
(hereinafter called "LRMWW'), the areas designated on Exhibit A of the Tower
Attachment Commencement Agreement shall also be subject to the prior approval of
LRMWW.
(e) Any approvals required under this Master Attachment Lease shall not be
unreasonably withheld.
3. Use and Equipment
(a) The Leased Premises may be used by LESSEE for the installation, operation,
maintenance, repair, or replacement of radio equipment including antennas, microwave dishes,
related ancillary equipment and the cables on the Tower and associated equipment on the
Leased Premises as described on Exhibit C of the Tower Attachment Commencement
Agreement (hereinafter collectively referred to as the "Equipment ") for the transmission and
reception of radio communication signals, as leased by the Federal Communications
Commission ( "FCC "). LESSEE shall provide all mounting hardware necessary for its
installation.
(b) LESSEE shall conduct its activities in compliance with all federal, state and local
laws, ordinances and regulations, specifically, but not limited to, the ordinances of the City
of Little Rock regarding building and zoning.
(c) All Equipment, fixtures, appurtenances and improvements erected, located, placed
or constructed by LESSEE upon the Leased Premises shall remain the personal property of
LESSEE regardless of the manner or mode of attachment and may be removed by LESSEE
at its sole option at any time during the initial term, any renewal term or after termination or
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expiration of this Lease. LESSOR hereby expressly waives any and all LESSOR's liens or
claims of such on said Equipment, fixtures, appurtenances, and improvements.
4. Term
(a) The initial term of this Master Attachment Lease shall be five (5) years (the "Initial
Term ") commencing upon the date of full execution of this Lease, whichever first occurs (the
"Site Commencement Date "). LESSEE's obligation to pay Rent pursuant to each individual
Site Agreement shall commence on the Site Commencement Date as specified in the Tower
Attachment Commencement Agreement.
(b) The Initial Term of this Lease shall be automatically renewed and extended, unless
terminated as provided herein, upon the same terms and conditions, except as otherwise
stated herein, for three (3) additional terms of five (5) years each (the "Renewal Terms ")
unless LESSOR believes that the continued use and occupancy of the Tower Attachment Site
by LESSEE poses a threat to public safety, health or welfare or (ii) the use of the Tower
Attachment Site by LESSEE interferes with LESSOR's fundamental purposes for operating
the Tower Attachment Site as a water storage facility then in such an event LESSOR shall
notify LESSEE at least six (6) months prior to the termination of the then existing term, of
its intention not to permit the Tower Attachment Commencement Agreement or any
Commencement Agreement to renew. The Initial Term and Renewal Term(s) are collectively
referred to as the "Term ".
5. Rent
(a) Initial Term. Upon the Site Commencement Date LESSEE shall pay
LESSOR the first year annual Rent in the following sums for the designated Leased Premises
selected by LESSEE and approved by LESSOR:
TOWER ATTACHMENT SITES
1. University Ave. @ Cantrell Road - Pulaski Heights Tank No. 5 - $ 12,000
2. 1630 @ 1430 - Intermediate Tank No. 2 12,000
3. Pebble Beach - Highland Ridge Tank No. 17 12,000
4. West Cantrell - Walton Heights Tank No. 8 12,000
5. Kavanaugh - Ozark Point Water Treatment Plant 12,000
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(b) Beginning in the second year following the Site Commencement and thereafter
for the balance of this Master Attachment Lease, Rent shall be payable monthly on the first
business day of each month, in advance, to the City of Little Rock at LESSOR'S address
specified in the Notice section of this Master Attachment Lease, in the following sums for
the proposed Leased Premises:
TOWER ATTACHMENT SITES
1. University Ave. @ Cantrell Road - Pulaski Heights Tank No. 5 - $ 1,000
2. 1630 @ 1430 - Intermediate Tank No. 2 1,000
3. Pebble Beach - Highland Ridge Tank No. 17 1,000
4. West Cantrell - Walton Heights Tank No. 8 1,000
5. Kavanaugh - Ozark Point Water Treatment Plant 1,000
(c) Rent is based upon the LESSEE installing six (6) antennas and six (6) runs of
coaxial cable. LESSEE may elect at its option to increase the number of panel antennas from
six (6) to nine (9) and may also install not more than two (2) microwave dishes. At the time
the additional antennas and microwave dishes are installed, the Rent shall increase by an
additional Fifty Dollars ($50) per month for the affected Tower Attachment Site over the
Rent then in effect ("Adjusted Rent "). If the antennas are installed at any time other than the
first of the month, the Additional Rent shall be prorated to the date of installation.
(d) Renewal Terms Beginning with the first monthly payment of each
Renewal Tenn, Rent shall increase by twenty percent (201/6) over the Rent (or Adjusted Rent,
if applicable) of the previous Tenn.
(e) If LESSEE chooses to terminate this Lease or any :Leased Premises in
accordance with Paragraph 6(b) or (e) (Termination) the LESSEE shall provide six (6)
months advance written notice to LESSOR of its intention to terminate and at the expiration
of such six months LESSEE shall pay to LESSOR a sum equal to the next six (6) months
Rent for each Leased Premises terminated.
6. Termination
Except as otherwise provided herein, any Tower Attachment Commencement
Agreement may be terminated, without penalty or further liability, subject to Paragraph 5
herein, as follows:
(a) by either party, upon a default of any covenant or term hereof by the other
party, which default is not cured within sixty (60) days of receipt of written notice of default,
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provided that the failure of LESSOR to cure interference with the operations of LESSEE
caused by another occupant of the Tower Attachment Site within the time specified in
paragraph 8(a) shall constitute an event of default by LESSOR; or
(b) by LESSEE, if LESSEE is unable to obtain or maintain (or decides in its sole
discretion that it is unlikely to obtain or maintain without undue cost or time), any license,
permit or other Governmental Approval necessary to the construction and/or operation of the
Equipment on the Leased Premises; or
(c) by LESSEE, if the Leased Premises or Equipment are destroyed or damaged
and rendered unsuitable for normal use; or
(d) by LESSEE, if LESSEE determines that any of the Equipment cannot be used
without interference from, or causing any undue interference to, other existing occupants of
the Tower Attachment Sites or if due to changed circumstances LESSEE determines that the
use of the Leased Premises is no longer suitable for LESSEE's network operations; or
(e) by LESSEE, if its sole discretion at any time on or before the first anniversary
of the Site Commencement Date.
(f) by LESSEE, if the whole or any substantial part of the Leased Premises shall
be taken by any public authority under the power of eminent domain so as to interfere with
LESSEE's use and occupancy of the Leased Premises. The then current term of this Lease
shall cease on the date that the title to the Leased Premises vests in the authority exercising
the power of eminent domain, and any fee paid in advance of such date shall be refunded to
LESSEE;
(g) by LESSOR, upon six (6) months advance notice to LESSEE in the event that
(i) LESSOR believes that the continued use and occupancy of the Tower Attachment Site by
LESSEE poses a threat to public safety, health or welfare or (ii) the use of the Tower
Attachment Site by LESSEE interferes with LESSOR's fundamental purposes for operating
the Tower Attachment Site as a water storage facility, emergency broadcast tower, or such
other current public purpose. In the event of a termination of any Tower Attachment
Commencement Agreement by LESSOR pursuant to this subparagraph, LESSOR shall use
commercially reasonable efforts to find an alternate replacement Tower Attachment Site or
Property for the development of a tower by LESSEE pursuant to the Master WCF Ground
Lease entered into by and between LESSOR and LESSEE on other property of LESSOR
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acceptable to LESSEE, without Rent for the first ninety (90) days following the Site
Commencement Date of the new agreement.
In the event of a termination of this Master Attachment Lease for any reason,
LESSEE shall be entitled to a refund of any Rent paid in advance of the effective date of
termination which Rent remains unearned as of the date of termination.
7. Approvals
LESSOR hereby agrees to cooperate with LESSEE in obtaining any approvals
required by LESSEE for its use of the Leased Premises. LESSEE shall be responsible for any
cost or expense associated with obtaining any approvals and permits associated with its use
of the Leased Premises.
8. Interference
(a) LESSEE shall operate its Equipment in such a manner which shall not cause
technical or physical interference to LESSOR or other LESSEES with tenancies which
predate the execution of this Lease. If any interference is encountered by LESSEE as a result
of equipment installed on the Tower Attachment Site after the execution date of this Master
Attachment Lease ("Third Party Interference "), LESSOR shall eliminate or cause such Third
Party Interference to be eliminated within no greater than seventy -two (72) hours of
notification from LESSEE to LESSOR, without cost or obligation to LESSEE. If such Third
Party Interference cannot be eliminated within such time LESSOR will require the interfering
party to cease use of its equipment excepting for those short periods of intermittent testing
time necessary to identify and eliminate the interference. LESSEE covenants that LESSEE
shall undertake reasonable efforts to cooperate with LESSOR's attempts to rectify such
interference including providing LESSOR such information as may be known to LESSEE
about the suspected source and cause of the interference and proposed solutions for
eliminating the interference, however, in no event shall LESSEE be required to incur any "out
of pocket" expense or cost in performing said cooperative efforts.
(b) LESSOR shall provide LESSEE sixty (60) days advance written notice of any
proposed use of the Antenna Tower or any real property owned by LESSOR adjacent to the
Leased Premises which involves wireless communications. Said notice to LESSEE shall
specify the entity proposing to conduct a wireless communications activity, the proposed
location of the facility, a description of the equipment to be located on the Antenna Tower
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or on the adjacent real property, and the radio frequency at which the wireless
communications equipment will operate.
(c) LESSEE, at its sole cost and expense, shall be responsible for curing any and all
interference to the operations of LESSOR on the Leased Premises caused by LESSEE's
activities and operations. LESSEE shall maintain a complete and current list of transmission
and receive frequencies and azimuths and shall provide such information to LESSOR upon
reasonable request.
9. Inspections
LESSEE, at its sole cost and expense prior to the Site Commencement Date, may
conduct such surveys, tests and inspections with prior notice to LESSOR and LRMWW, as
LESSEE considers reasonably necessary or desirable in connection with the intended use of
the Leased Premises.
10. Access
(a) LESSOR shall provide to LESSEE, its employees, agents, independent
contractors and subcontractors access over the Tower Attachment Site and Leased Premises
within the Easements twenty -four (24) hours a day, seven (7) days a week, at no charge to
LESSEE.
(b) In the event that LESSOR'S Easement to the Leased Premises does not permit
LESSEE to use such access, LESSEE shall be responsible for securing access at its own cost
and expense.
(c) LESSOR shall be permitted access to the Leased Premises for emergencies
without prior notice to LESSEE, so long as LESSEE is notified as soon thereafter as
reasonably practicable; and in all cases LESSEE's Equipment remains secure and LESSEE's
radio transmissions are not adversely affected. If LESSEE requests the assistance of LESSOR
to gain access to the Leased Premises because of lost or misplaced keys other than during
normal business hours, LESSOR may provide access as soon as possible on the following
business day.
11. Maintenance
LESSEE shall perform all repairs necessary to keep its Equipment located on or about
the Leased Premises in good condition, reasonable wear and tear and damage from the
elements excepted. LESSEE shall keep the Leased Premises clean, orderly and free of waste
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and excess materials from its operations. Lessee shall cooperate with lessor by temporarily
relocating if necessary Lessee's antennas and cabling to other locations on the tower during
the repainting or repair of the tower by Lessor. Lessor shall coordinate the painting of the
tower and the activities conducted in preparation of painting to avoid damage to the
equipment, and to minimize both the extent and the duration of any inconvenience to Lessee
and the operation of Lessee's Equipment. Lessor acknowledges and agrees that if any portion
of Lessee's Equipment is shrouded, then shrouded portions of Lessee's Equipment will not
need to be relocated during painting or during the preparation for painting. Lessee may, at
its sole discretion and option, install a Cell Site on Wheels ( "COW ") on the Site subject to
the prior approval of the Lessor as to the location of the COW, which approval will not be
conditioned or unreasonably withheld by Lessor, during the periods in which any Tower is
being repainted if, in the opinion of Lessee, the repainting of the Tower will cause a need for
the installation of a COW to maintain Lessee's wireless communications activities.
12. iUt lities
(a) LESSEE shall have the right to arrange for its own telephone service and shall pay
directly for such service to the local telephone provider. LESSOR agrees to provide any
cooperation reasonably requested by LESSEE to facilitate electrical and telephone installation
required by the LESSEE including the execution of written easements for the local telephone
provider.
(b) LESSEE shall have the further right to install other utilities, at LESSEE's
expense, and to improve present utilities on the Leased Premises (including but not limited
to the installation of emergency power generators and the installation of a separate electric
meter for its use). LESSEE shall have the right to permanently place utilities on (or to bring
utilities across or under) the Easements to service the Leased Premises and the Equipment.
LESSOR will, upon LESSEE's request, execute a separate written easement to the utility
company providing the service to LESSEE in a form approved by the City Attorney and
which may be filed of record evidencing this right.
13. Title and Quiet Possession
LESSOR represents and warrants (a) that it is the owner of the Leased Premises,
Property and the Easements; (b) that it has the right to enter into this Lease; (c) that the
person signing this Master Attachment Lease and the Tower Attachment Commencement
0
Agreement has the authority to sign; and (d) that LESSEE is entitled to access the Leased
Premises at all times and to the quiet possession of the Leased Premises throughout the Initial
Term and each Renewal Term so long as LESSEE is not in default of any term of this Master
Attachment Lease beyond expiration of a reasonable cure period.
14. Insurance
LESSEE shall carry during the Lease term, at its own cost and expense, the following
insurance: (a) "All Risk" property insurance for its personal property replacement cost; and
(b) comprehensive general liability insurance with a combined single limit of $1,000,000 for
bodily injury and $100,000 for property damage. LESSEE shall provide a certificate of
insurance to LESSOR within thirty (30) days of written request. LESSEE's insurance policy
shall provide that termination or cancellation shall not occur without at least fifteen (15) days
prior written notice to LESSOR, and LESSOR shall be named as an additional insured under
such policy of comprehensive general liability insurance. LESSEE shall have no obligation to
name LESSOR as an additional insured on LESSEE's policy of "All Risk" property
insurance.
15. Construction Drawino
Prior to installation of any Equipment on the Leased Premises, LESSEE shall submit
to LESSOR construction drawings ("Construction Drawings "), stamped by a registered
professional engineer licensed in the State of Arkansas, which shall detail the plans and
specifications for LESSEE's Equipment installation. LESSOR shall approve the Construction
Drawings within fourteen (14) days from submission or provide specific reasons for
disapproval. In the event that LESSOR does not approve or provide reasons for disapproval
of the Construction Drawings within fourteen (14) days, then the Construction Drawings shall
be deemed approved.
16. Non - Disturbance
In the event the Leased Premises is encumbered by a mortgage as of the date of this
Lease, the LESSOR shall request that the holder of each such mortgage execute a non-
disturbance agreement, to be prepared by LESSEE, and cooperate with LESSEE toward such
end to the extent that such cooperation does not cause LESSOR additional financial liability
or expense.
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17. Successors
This Lease and the terms and conditions herein shall run with the Leased Premises and
inure to the benefit of and be binding upon LESSOR and LESSEE and each of their
respective executors, administrators, successors and permitted assigns. LESSEE shall be
permitted to record this Lease or a Memorandum of Lease which LESSOR agrees to execute
and acknowledge.
18. Assignment
(a) LESSOR agrees that LESSEE may assign this Master Attachment Lease and all
rights granted to LESSEE hereunder to (1) any business entity which is Leased by the FCC
to conduct wireless communication services, (ii) an affiliate ( "Affiliate "), (iii)) any entity
which is merged or consolidated with LESSEE or purchases a majority or controlling
percentage ("Controlling Percentage ") in the ownership or assets of LESSEE or with which
LESSEE effectuates a change in control ("Change in Control "), or (iv) any lender, as security
pursuant to the terms of any loan made to LESSEE by such lender (collectively, the
"Permitted Parties "). As used herein, Affiliate shall mean any entity which controls, is
controlled by or which is under common with LESSEE. Upon notification to LESSOR by
LESSEE or any such assignment, LESSEE shall not be relieved of any future performances,
liabilities and obligations under this Lease, except as provided below. Any permitted Parties
shall be bound in writing by the terms and provisions of this Lease and LESSEE shall not be
relicensed from any of its obligation hereunder; unless such Permitted Parties shall assume the
Lease in writing. Any further assignments by the Permitted Parties shall be subject to the
terms and conditions of this paragraph. Except as otherwise set forth hereunder, LESSEE
shall not assign, transfer or sublicense this Lease in whole or part to any person, entity or
organization without the prior written consent of LESSOR, which consent shall not be
unreasonably withheld or delayed.
(b) "Change in Control" shall mean any dissolution, merger, consolidation or
reorganization of LESSEE, or the aggregate sale or other transfer of a controlling percentage
of the capital stock of LESSEE, or the sale during the Term of this Lease in the aggregate of
fifty percentage (50 %) or more of the value of the assets of LESSEE. The phrase
"Controlling Percentage" shall mean the ownership of, and the right to vote stock possessing
fifty percent (50 %) or more to the total combined voting power of all classes of LESSEE's
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capital stock issued, outstanding and entitled to vote for the election of directors.
(c) LESSOR may assign its interest in this Lease upon thirty (30) days advance
written notice to LESSEE.
19. Notices
All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed given if personally delivered, registered mail return receipt requested, or
sent overnight carrier to the following addresses:
If to LESSOR:
City of Little Rock
Attention: City Manager
City Hall, Suite 203
500 West Markham
Little Rock, Arkansas 72201
(501) 371 -4510
If to LESSEE:
TeleCorp Holding Corp., Inc.
1101 17th Street N.W.
Suite 900
Washington, DC 20036
Attention: General Counsel
If to LRMW W:
Little Rock Municipal Water Works
Attention: Dale Russom, Director of Engineering
P.O. Box 1789
Little Rock, Arkansas 72203
(501) 377 -1220
20. Environmental Representations
(a) LESSOR represents and warrants that, to the best of its knowledge and belief,
the Leased Premises, the Easements and the Leased Premises are in compliance with all
applicable environmental laws ( "Environmental Laws "). Environmental Laws shall mean any
and all applicable federal, state or local statutes, ordinances, bylaws, codes, rules, or
regulations relating to or concerning any hazardous, toxic or dangerous waste, substance or
12
material, including but not limited to the Resource Conservation and Recovery Act, as
amended, and the Comprehensive Environmental Response, Compensation and Liability Act,
as amended.
(b) LESSOR further warrants and represents that, to the best of its knowledge and
belief, the Leased Premises, the easement and the improvements thereon are free of
contaminants, oils, asbestos, PCB's hazardous substances or wastes as defined by federal,
state or local environmental laws, regulations or administrative orders or other materials the
removal of which is required or the maintenance of which is prohibited, regulated or penalized
by any federal, state or local government authority ( "Hazardous Materials "). This Master
Attachment Lease shall at the option of LESSEE terminate, be void and be of no further force
or effect if Hazardous Materials are discovered to exist on the Leased Premises and LESSEE
shall be entitled to a refund of all the consideration given LESSOR under this Master
Attachment Lease after the discovery of the Hazardous Materials.
21. Damages
LESSOR waives liability for any consequential or incidental damages incurred by
LESSOR which are due to theft, fire, act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition or other order of the governmental body or
authority, or for any consequential or incidental damages due to any reason.
22. Removal of Improvements
Upon termination of the Master Attachment Lease or an earlier termination of a
Tower Attachment Commencement Agreement, whether by expiration, cancellation,
forfeiture or otherwise, LESSEE shall have the right to remove from the Leased Premises all
aboveground improvements installed, placed or erected on the Leased Premises by LESSEE,
and the parties agree that an Antenna Tower or any part thereof may be removed without
damage to the Leased Premises, and that such Antenna Tower shall be considered LESSEE's
personal property and shall not become a part of the reality. LESSEE shall have ninety (90)
days after termination of this Master Attachment Lease within which to dismantle and remove
the Equipment and other improvements. Cost of removal of improvements shall be borne by
LESSEE.
23. Proper Taxes
LESSEE shall pay any personal property or real property taxes assessed on, or any
13
27®
portion of such taxes attributable solely to LESSEE's Equipment or to LESSEE's operations
conducted on the Leased Premises.
24. Survey Period
Prior to the Site Commencement Date LESSEE shall have access to the Leased
Premises during business hours for the purpose of making necessary engineering surveys,
inspections, and other reasonably necessary tests relating to LESSEE's proposed use of the
Leased Premises. LESSEE shall fully restore to its prior condition any portion of the Leased
Premises disturbed by LESSEE and LESSEE hereby indemnifies and holds LESSOR harmless
from and against any claim, loss, expense, fine, fee or liability incurred by LESSOR as a result
of LESSEE's access, tests, studies or other activities pursuant to this Section.
25 Emergency Stand -by Generator
LESSEE shall have the right to place, maintain and operate an emergency stand -by
generator ( "Generator") at the Leased Premises, provided the Generator shall be installed and
operated in compliance with all applicable laws, ordinances and regulations. LESSEE shall
not be permitted to use diesel fuel or gasoline for such generator. LESSEE shall be permitted
to use batteries or propane or an alternative fuel source approved in advance by LESSOR.
26. Entire Agreement
This Master Attachment Lease and the Exhibits attached hereto, all being a part
hereof, constitute the entire agreement of the parties hereto and shall supersede all prior
offers, negotiations and agreements.
27. Governing Law
This Master Attachment Lease shall be govemed by the laws of the State in which the
Leased Premises are located, without regard to conflicts of laws.
28. IVa idity
If any term of this Master Attachment Lease is found to be void or invalid, such
invalidity shall not affect the remaining terms of this Master Attachment Lease, which shall
continue in full force and effect.
29. Waivers to be in Writing
No modification, amendment, waiver or release of any provision of this Master
Attachment Lease or of any right, obligation, claim or cause of action arising hereunder shall
be valid or binding for any purpose whatsoever unless in writing and duly executed by the
14
party against whom it is asserted.
IN WITNESS WHEREOF, the parties have executed, or have caused their properly
authorized representatives to duly execute this Master Attachment Lease as of the date and
year first written above.
LESSOR: LESSEE:
CITY OF LITTLE ROCK: TELECORP HOLDING CORP.,
INC.
Lo
Print
Print Name:
Title: Title:
Date: Date:
W
273
TOWER ATTACHMENT COMMENCEMENT AGREEMENT
THIS TOWER ATTACHMENT COMMENCEMENT AGREEMENT
( "Agreement ") is executed this day of , 1998, by and between the
CITY OF LITTLE ROCK, an Arkansas municipal corporation ( "LESSOR ") and
TELECORP HOLDING CORP., INC. ( "LESSEE ").
WHEREAS, on the _ day of , 1998, LESSOR and LESSEE entered
into that certain Master Tower Attachment Lease Agreement ( "Master Attachment Lease ")
which provides for the execution of individual Tower Attachment Commencement
Agreements for each Site, as that term is defined in the Master Attachment Lease, owned by
LESSOR upon which LESSEE desires to mount certain antenna, structures and other
equipment.
1. S k. Subject to the terms of the Master Attachment Lease, LESSOR has
leased to LESSEE the use of a tower or other structure owned by LESSOR and space on
certain real property in the vicinity of the Tower which real property is described in Exhibit
"A" attached hereto ( "Property "). LESSOR has granted unto LESSEE for the Initial Term
and any Renewal Term an easement for ingress, egress and utilities during the term of the
Master Attachment Lease over the property described in Exhibit `B" attached hereto
( "Easement "). (The Tower, Property and Easement shall constitute and hereinafter be
referred to and known as the "Site "). The Site is more commonly known to LESSOR as the
2. Equipment. A description of the equipment, antennae, mounting height of
the antenna and other personal property of LESSEE which LESSEE intends to locate on the
Site ( "Equipment ") is described in Exhibit "C" attached hereto.
3 . Site Commencement Date. The commencement date ofLESSEE's Lease
of the Site ( "Site Commencement Date ") is the _ day of
199_
4. Effect of Agreement. LESSOR and LESSEE acknowledge that the Master
Attachment Lease is the controlling agreement between the parties with regard to LESSEE's
lease of the Site. This Tower Attachment Commencement Agreement is intended to
supplement the Master Attachment Lease and fulfill the requirements of paragraph 1 of the
Master Attachment Lease.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
LESSOR:
CITY OF LITTLE ROCK
M
Title:
LESSEE:
TELECORP HOLDING CORP.,
INC.
M
Title:
2
ACKNOWLEDGMENTS
State of Arkansas )
)ss
County of Pulaski )
M 2% =
On this day of _April, 1998, before me a Notary Public, duly commissioned,
qualified and acting, within and for said County and State, appeared in person the within
named and being the person or
persons authorized by said municipal corporation to execute such instrument, stating their
respective capacities in that behalf, to me personally well known, who stated that they were
the and of
an Arkansas municipal corporation, and were duly authorized in their respective capacities
to execute the foregoing instrument for and in the name and behalf of said municipal
corporation, and further stated and acknowledged that they had so signed, executed and
delivered said foregoing instrument for the consideration, uses and purposes therein
mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
day of , 19_
My Commission Expires:
NOTARY PUBLIC
3
• • 276
State of
)ss
County of
On this day of , 19, before me a Notary Public,
duly commissioned, qualified and acting, within and for said County and State, appeared in
person the within named Randy Johnson, being the person authorized by said corporation to
execute such instrument, who stated that he is the Vice President of TeleCorp Holding Corp.,
Inc., a Delaware corporation, and was duly authorized in his capacity to execute the foregoing
instrument for and in the name and behalf of said corporation, and further stated and
acknowledged that they had so signed, executed and delivered said foregoing instrument for
the consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this
day of 19_
My Commission Expires:
NOTARY PUBLIC
4
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
EXHIBIT °B"
LEGAL DESCRIPTION OF THE EASEMENT
r M2%10
EXHIBIT "C"
EQUIPMENT
1 - RBS Cabinet, approx. 4.5' x 2.5' x 5.5' tall
1 — Future RBS Cabinet approx. 4.5' x 2.5' x 5.5' tall
1 — Skid with telco and power boxes mounted, mounting base for RBS,
approx. 5' x 15'
1 — Meter stand with power meter, disconnect and telco interference box
1 - Ice Bridge
6- TMA w /mounting hardware
12- 1 5/8" Coax cables, length as required
3 or 6 - PCS antennas, as required
1 - Propane generator with external fuel tank
Option: diesel generator with internal fuel tank