EXHIBIT 10.21
MASTER TOWER SITE LEASE AGREEMENT
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THIS MASTER TOWER SITE LEASE AGREEMENT ("Master Lease") is entered into
this 1st day of May, 1998, by and between SCANA Communications, Inc., a South
Carolina corporation, ("Landlord") and Triton PCS Property Company , L.L.C. , a
Delaware corporation ("Tenant").
WITNESSETH:
This Master Lease is intended to govern the relationship between the
parties with respect to properties which Landlord wishes to lease to Tenant and
which Tenant wishes to lease from Landlord. The parties acknowledge that they
will enter into a Site Lease Supplement ("Site Supplement"), the form of which
is annexed hereto, for each property to which this Master Lease will apply.
In consideration of the terms, provisions, conditions, covenants, and
agreements herein set forth, Landlord does hereby grant unto Tenant a lease to
place a Communications Facility(ies) (defined below), including without
limitation an equipment shelter on the ground and antennas and associated
cabling and mounting supports on the Tower, as specifically defined in each Site
Supplement. The parties hereto agree as follows:
1. SITE SUPPLEMENT.
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Subject to the following terms and conditions, Landlord agrees to lease to
Tenant certain space on Landlord's Property ("Property"). The Property includes
a parcel of land or interest therein ("Land"), a telecommunications tower
located thereon ("Tower"), and all necessary access and utility easements.
Landlord wishes to lease to Tenant, and Tenant wishes to lease from Landlord,
space on the Land and the Tower sufficient to accommodate the Communications
Facility which Tenant desires to construct on the Property. The parties shall
execute a Site Supplement for each transaction governed by this Master Lease.
Each Site Supplement shall define the Landlord, Tenant, Property, Easements,
Tenant's equipment, monthly rent, and other details specific to that particular
transaction. Tenant's use of the Property shall be limited to the portion of
the Property defined in the Site Supplement, together with easements for access
and utilities described and depicted in Exhibit A thereto. Each Site Supplement
shall commence on the date Landlord completes construction.
2. MASTER LEASE TERM AND RENEWAL.
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The term of the Master Lease shall commence on the date that the first Site
Supplement is fully executed by both parties, and shall terminate on the
expiration or termination date of the last outstanding Site Supplement entered
into pursuant hereto.
3. SITE SUPPLEMENT TERM AND RENEWAL.
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The initial term of each Site Supplement shall be five (5) years from the
commencement date of each as specified therein, unless terminated as provided
herein. Tenant shall have the right to continue each Site Supplement for up to
four additional successive renewal terms of five (5) years each. Each Site
Supplement shall automatically be extended for each successive renewal term
unless Tenant notifies Landlord a minimum of one hundred-twenty (120) days prior
to expiration of the then current term. Notwithstanding the expiration of the
Master Lease, its terms and conditions shall continue to apply to each Site
Supplement until the expiration or termination of that Site Supplement. Each
renewal term shall be on the same terms and conditions as set forth in this
Master Lease and the Site Supplement, except that the rent shall be increased by
an amount equal to 15% of the rent in effect during the preceding term or
renewal term.
4. RENT.
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(a) Tenant shall pay Landlord, as rent, the sum identified for each site
as set forth in each Site Supplement. If the tower is new construction, Rent
shall commence for each Site Supplement after Landlord completes construction or
as may otherwise specifically be provided therein. If the Tower is an existing
Tower,
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Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
Rent shall commence when tenant begins construction or as may otherwise
specifically be provided therein. Rent shall be due monthly in advance, payable
to SCANA Communications, Inc., at Landlord's address specified on the invoice.
Rent shall be adjusted periodically as described in Paragraph 3, Site Supplement
Term and Renewal.
(b) Within 30 days of the receipt of the invoice, Tenant agrees to make
payment in full, without deduction or setoff. Payment shall refer to the invoice
number. Tenant agrees that any restrictive endorsements, releases, or other
statements on or accompanying payments accepted by Landlord shall not be
effective. Delinquent payments shall bear interest at the rate of ***** per
month, or portion thereof, but not to exceed the maximum lawful rate.
(c) Charges under this Master Lease, including all Site Supplements, do
not include taxes. Tenant agrees to pay any sales, use, or other taxes
(exclusive of taxes on Landlord's net income) that may be levied on Landlord in
connection with the Tenant's attachments on the Tower and use of the Property
pursuant to Paragraph 15, unless Tenant has provided Landlord with a valid tax
exemption certificate.
(d) If Tenant disputes the amount of Landlord's invoice, Tenant shall
notify Landlord in writing within sixty (60) days after the invoice date.
Pending resolution of the dispute as outlined in Paragraph 17, Tenant shall pay
all undisputed amounts and Tenant and Landlord shall adhere to all other rights
and obligations under this Master Lease. If the dispute is ultimately resolved
in the Tenant's favor, Landlord shall issue a credit on Tenant's invoice. If the
Site Supplement has expired or terminated, Landlord shall promptly remit a
refund to Tenant.
(e) If a Site Supplement is terminated at any time other than due to
default by Tenant, rent shall be prorated as of the date of termination and all
prepaid rent shall be refunded to Tenant.
5. PERMITTED USE.
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(a) The Property may be used by Tenant only for permitted uses which are
the transmission and reception of radio communication signals and for the
construction, maintenance, repair or replacement of antennas and other Landlord-
approved equipment and related facilities ("Communications Facility(ies)" or
"Communications System(s)"). Unless otherwise specified by Landlord, Tenant
shall obtain, at Tenant's expense, all licenses and permits required for
Tenant's use of the Property from all applicable government and/or regulatory
entities ("Governmental Approvals"). Tenant may (prior to or after the
commencement date of the Site Supplement) obtain a title report, perform
surveys, soils tests, and other engineering procedures on, under and over the
Property, necessary to determine that Tenant's use of the Property will be
compatible with Tenant's engineering specifications, system design, operations,
Government Approvals and Landlord standards. All on-site activities performed
prior to the commencement date of the Site Supplement, such as feasibility
testing and site suitability assurance, may occur only with the prior written
approval of Landlord, unless otherwise specified in writing by the Landlord.
Tenant must provide a certificate of insurance, or evidence of an approved
program of self insurance consistent with the requirements in Paragraph 9, prior
to conducting any on-site activities, such as feasibility testing and site
suitability assurance.
(b) Prior to execution of a Site Supplement, Tenant will examine the
Property. If requested by Landlord, Tenant will conduct a feasibility study at
Tenant's expense and assure its review and approval by Landlord. Tenant will
determine that the Property is suitable for Tenant's Communications Facility and
intended use. Landlord makes no representations that the Property is suitable
for Tenant's facilities and intended use.
6. INTERFERENCE.
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(a) Tenant shall not use the Property in any way which materially
interferes with the use of the Property by Landlord, the provision of services
to Landlord's customers, or the use of the Property by other tenants or
licensees of Landlord. Similarly, Landlord shall not use, nor shall Landlord
permit its tenants, licensees, employees, invitees or agents to use any portion
of Landlord's Property in any way which interferes with the operation of Tenant.
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***** Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
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(b) Tenant agrees not to cause any material interference to the radio
operation of any radio transmission or reception equipment located on the
Property which is in place and operational prior to installation of Tenant's
equipment. Landlord agrees not to cause, and not to allow any other Tenant or
licensee to cause, any material interference to the operation of any of Tenant's
radio transmission or reception equipment located on the Property which is in
place and operational prior to installation of Landlords's or Landlord's other
tenant's or licensee's equipment. In the event that one party causes material
interference, the party causing the interference shall have a) 14 days to
alleviate said interference if the interference adversely affects a non-
interfering party operations, or b) 72 hours to alleviate said interference if
the interference is so extreme as to render a non-interfering party's
communications equipment inoperable.
7. IMPROVEMENTS; UTILITIES; ACCESS; INSPECTION.
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(a) Upon execution of a Site Supplement, Tenant shall have the right, at
its expense, to construct, maintain, install, relocate and remove improvements,
personal property and Communications Facilities. Landlord's prior consent to the
site plans and specifications for such building and other improvements shall be
required but shall not be unreasonably withheld or delayed and shall be deemed
given as to those items listed in the Site Supplement.
(b) Tenant shall provide in writing the names, addresses and telephone
numbers of all persons who will perform work on behalf of Tenant at the site.
Landlord shall have the right to inspect identification of any of Tenant's
personnel at any time. Landlord shall have the right to refuse access to any
person who refuses to provide identification upon request or whose name does not
appear on the personnel list provided by Tenant. Landlord reserves the right to
refuse admittance to any of Tenant's personnel for good cause shown.
(c) Tenant shall use for construction, maintenance, installation,
relocation and removal only those contractors and/or subcontractors for which
Landlord has given written approval, such approval not to be unreasonably
withheld. Upon written approval of Landlord, Tenant shall have the right to
replace or upgrade antennas or equipment at any time during the term or renewal
term of a Site Supplement. Tenant shall cause all construction to occur lien-
free and in compliance with all applicable laws and ordinances. The antennas,
cabling and tenant-installed equipment and Communications Facility shall remain
the exclusive personal property of the Tenant. Tenant shall have the right to
remove the antennas, cabling and equipment upon termination of a Site
Supplement. All removal work shall be performed at Tenant's expense. All removal
work shall be completed within 180 days of termination of a Site Supplement.
(d) Tenant, at its expense, may use any and all appropriate means of
restricting access to Tenant's equipment upon written approval of Landlord.
(e) Unless otherwise specified by the Landlord, Tenant shall, at Tenant's
expense, keep and maintain the Property and all building and improvements
utilized by Tenant now or hereafter located thereon in reasonable condition and
repair during the term of a Site Supplement. Upon termination of the Site
Supplement, the Property shall be returned to Landlord in good, usable condition
except for normal wear and tear. Fifty percent of the estimated costs incurred
by Landlord to return Property to good, usable condition shall be paid by Tenant
prior to removal of antennas, cabling and other equipment. The remaining actual
costs will be due to Landlord within 30 days of the date of the final invoice
for these costs.
(f) Landlord covenants that it will keep the Tower in good repair as
required by state and federal law. Landlord shall also comply with all rules and
regulations lawfully promulgated by the Federal Communications Commission and
the Federal Aviation Administration with regard to the lighting, marking,
painting of towers or other requirements, as well as local, state and other
federal laws. If Landlord fails to adhere to such requirements, Tenant may
perform the necessary work to bring the Property within compliance, after 30
days written notice to Landlord. The costs thereof shall be payable to Tenant on
demand. Failure of Landlord to pay shall then authorize Tenant to deduct the
amount from the rental payment.
(g) Tenant shall pay any additional utilities charges due to Tenant's use
of the Property. Upon receipt
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of Landlord's prior written approval, such approval not to be unreasonably
withheld Tenant shall have the right to install utilities, at Tenant's expense,
and to improve the present utilities on the Property (including, but not limited
to the installation of emergency power generators and air conditioning systems).
Landlord hereby grants an easement for the term and renewal terms of the Site
Supplement, to permanently place any utilities on or to bring utilities across
the Property in order to service the Property, antennas and other equipment,
subject to Landlord's written approval of the design and installation method and
procedures.
(h) As partial consideration for rent paid under each Site Supplement,
Landlord hereby grants Tenant an easement ("Easement") for ingress, egress, and
access (including access described in Paragraph 1) to the Property adequate to
service the Property, antennas and other equipment. Any Easement provided
hereunder shall have the same term and renewal terms as the applicable Site
Supplement.
(i) Landlord and its agents may inspect or observe at any time any work
while in progress or after completion to ascertain whether the work is in
accordance with the specifications and requirements of this Master Lease or
applicable Site Supplement, reasonable Landlord standards, and applicable laws
and regulations. Landlord may require Tenant to correct any faulty work. Such
inspection and requirement for correction shall not relieve Tenant of full
responsibility for the proper performance of the work.
8. TERMINATION.
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Except as otherwise provided herein, this Master Lease or a Site Supplement
may be terminated, without any penalty or further liability as follows:
(a) Upon thirty (30) days' written notice by Landlord if Tenant fails to
cure a default for payment of amounts due under this Master Lease or any Site
Supplement within that 30-day period;
(b) Upon thirty (30) days' written notice by either party in the event the
other party defaults or violates any term or condition of this Master Lease or
the Site Supplement and fails to cure such default within that 30-day period, or
such longer period as may be required to diligently complete a cure commenced
within that 30-day period;
(c) If Tenant, after execution of the Site Supplement does not obtain or
maintain all Governmental Approvals for the Site Supplement as specified in
Paragraph 5(a) above, after having made a good faith effort, then either party
shall, by notice to the other, have the right to cancel all rights and
obligations under the Site Supplement provided Tenant reimburses Landlord for
actual and other preparatory expenses incurred.
(d) Immediately upon written notice if the Property or the antennae,
equipment or Communications Facility is destroyed, damaged or rendered
inoperative through no fault of Tenant, so as, in Tenant's reasonable judgment,
to substantially and adversely affect the effective use of the site. In such
event, all rights and obligations of the parties shall cease as of the date of
the damage, destruction or inoperability and Tenant shall be entitled to any
rent prepaid by Tenant. Provided, however, that Tenant may elect to continue the
affected Site Supplement and all rent shall xxxxx until the Property,
Communications Facility, and/or antennas and other equipment are restored to
working condition.
(e) Upon lawful condemnation of the Property by an entity having the power
of eminent domain. Parties shall pursue their own separate awards in any eminent
domain action.
(f) For the reasons specified in Paragraph 6.
(g) By Tenant, if Tenant is unable to occupy and utilize the Property due
to an action of the FCC, including without limitation, a take back of channels
or change in frequencies. Tenant shall be obligated to pay Landlord for all
actual and other preparatory expenses incurred.
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9. INSURANCE AND SUBROGATION.
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(a) Prior to work commencing, including feasibility testing and site
suitabililty assurance described in Paragraphs 5(a) and (b) above, Tenant shall
provide proof of insurance, as outlined below, and shall maintain the coverages
specified during the full term of this Master Lease, and any Site Supplement and
for 180 days after its termination for any reason:
Commercial General Liability Insurance in an aggregate amount of
$1,000,000.
Workers' Compensation coverage in the statutory amount.
Employers' Liability Occupational Disease and Bodily Injury,
Combined Single Limit of $1,000,000.
Automobile Liability for Owned and Non owned Autos,
Combined Single Limit of $1,000,000.
All Risk Insurance with Standard Extended Coverage, Replacement Value,
Without Coinsurance Factor for full replacement value of Tenant's
facilities and Tenant's equipment, tools, and personal property
(including Communications Facilities) located on the Property.
(b) Landlord shall be listed as an additional insured on the policy or
policies. Tenant may satisfy this requirement by obtaining appropriate
endorsement to any master policy of liability insurance Tenant may maintain.
(c) In lieu of above, Tenant may provide evidence of an approved program
of self insurance.
(d) Landlord and Tenant hereby mutually release each other (and their
successors or assigns) from liability and waive all rights of recovery against
the other for any loss or damage covered by their respective first party
property insurance policies for all perils insured thereunder. In the event of
such insured loss, neither party's insurance company shall have a subrogated
claim against the other.
(e) Tenant shall require its contractors and subcontractors to carry
workers' compensation insurance and adequate liability insurance in conformity
with the minimum requirements listed above.
10. LIMITED LIABILITY.
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Tenant agrees to release and hold Landlord harmless from any and all claims
arising from the installation, construction, use, maintenance, repair,
relocation or removal of the antennas and other equipment, except for claims
arising from the negligent acts or willful misconduct of Landlord, its
employees, or agents. Landlord agrees to release and hold Tenant harmless from
any and all claims arising from the installation, construction, use,
maintenance, repair, relocation or removal of the antennas and other equipment,
except for claims arising from the negligent acts or willful misconduct of
Tenant, its employees, or agents.
11. INDEMNIFICATION.
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(a) Each party shall indemnify and hold the other party harmless against
any claim of liability or loss from personal injury or property damage resulting
from or arising out of the indemnifying party's negligent acts or omissions or
willful misconduct, or those of its servants or agents, in connections with the
Property, except to the extent due to the indemnified party's negligent acts or
omissions or those of its servants or agents.
(b) Tenant will compensate Landlord for the full actual loss, damage or
destruction of Landlord's Property that in any way arises from or is related to
Tenant's negligent use of the Property pursuant to this Master Lease and the
Site Supplement or activities undertaken pursuant to this Master Lease or the
Site Supplement (including, without limitation, the installation, construction,
operation, maintenance, repair or removal of Tenant's Communications
Facilities), except to the extent due to the Landlord's negligent acts or
omissions or those of its servants or agent
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(c) Landlord will compensate Tenant for the full actual loss, damage, or
destruction of Tenant's property that results from or arises out of Landlord's
negligent acts or omissions or willful misconduct, or those of its servants or
agents, except to the extent due to the Tenant's negligent acts or omissions or
those of its servants or agents.
(d) Without limiting the foregoing, Tenant will indemnify, defend, and
hold harmless Landlord and Landlord's agents and employees, from any and all
claims asserted by customers of Tenant in any way arising out of or in
connection with this Master Lease or the Site Supplements or Tenant's
Communications System, except to the extent arising out of the gross negligence
or willful misconduct of Landlord or Landlord's agents or employees.
(e) Without limiting the foregoing and to the extent not prohibited by
law, Tenant will release, indemnify, defend, and hold Landlord (and its
affiliates and personnel) harmless against all losses, costs (including
reasonable attorneys' fees), damages, expenses, claims, demands, or liabilities
arising out of or caused by, or alleged to have arisen out of or been caused by:
(1) any defect, failure or malfunction of any facilities or materials
furnished by Tenant;
(2) Tenant's use, maintenance, repair, relocation or removal of its
materials or facilities or presence of such on the Property;
(3) any failure by Tenant to satisfy all claims for labor, equipment,
materials and other obligations relating to the performance of
the work under this Master Lease or the Site Supplements.
12. ENVIRONMENTAL LAWS.
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Tenant represents, warrants and agrees that it will conduct its activities
on the Property in compliance with all applicable Environmental Laws, as defined
below. Landlord represents, warrants and agrees that it will conduct its
activities on the Property in compliance with all applicable Environmental Laws.
Landlord shall promptly conduct any investigation and remediation as
required by any Environmental Laws or common law, of all spills or other
releases of Hazardous Substances, as defined below, not caused solely by Tenant,
that have occurred or which may occur on the Property. Landlord reserves the
right to report to the appropriate agency on Tenant's behalf, any release or
spill where reporting is required by law and where such report is not made by
Tenant within the required time frame. Financial responsibility for
investigation and/or remediation activities shall be shared according to fault.
Tenant agrees to defend, indemnify and hold Landlord harmless from and
against any and all claims, causes of action, demands and liability including,
but not limited to, damages, costs, expenses, assessments, penalties, fines,
losses, judgments and attorneys' fees that Landlord may suffer due to the
existence or discovery of any Hazardous Substances and dangerous conditions on
the Property or the migration of any Hazardous Substances (or likelihood of
migration due to the existence of dangerous conditions) to other properties or
release into the environment that relate to or arise from Tenant's activities on
the Property.
Landlord agrees to defend, indemnify and hold Tenant harmless from and
against any and all claims, causes of action, demands and liability including,
but not limited to, damages, costs, expenses, assessments, penalties, fines,
losses, judgments and attorneys' fees that Tenant may suffer due to the
existence or discovery of any Hazardous Substances on the property or the
migration of any Hazardous Substances to other properties or release into the
environment, that relate to or arise from Landlord's activities or the
activities of any third parties prior to or during the term and renewal term of
this Master Lease and each Site Supplement and from all activities on the
Property prior to commencement of this Master Lease and each Site Supplement.
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The indemnifications in this section specifically include, but are not
limited to, costs incurred in connection with any investigation of site
conditions or any cleanup, remediation, removal or restoration work required by
any governmental authority.
As used in this Master Lease, "Environmental Laws" mean all federal, state
and local environmental laws, rules, regulations, ordinances, judicial or
administrative decrees, orders, decisions, authorization or permits, including,
but not limited to, the Resource Conservation and Recovery Act, 42 U.S.C. (S)
6901, et seq. , the Clean Air Act, 42 U.S.C. (S) 7401, et seq., the Federal
Water Pollution Control Act, 33 U.S.C. (S) 1251, et seq., the Emergency Planning
and Community Right to Know Act, 42 U.S.C. (S) 1101, et seq., the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. (S) 9601, et
seq., the Toxic Substances Control Act, 15 U.S.C. (S) 2601, et seq., the Oil
Pollution Control Act, 33 U.S.C. (S) 2701, et seq., or any other comparable
local, state or federal statute or ordinance pertaining to the environment or
natural resources and all regulations pertaining thereto.
As used in this Master Lease, "Hazardous Substances" mean any hazardous
substances as defined by the Comprehensive Environmental Response, Compensation
and Liability Act, as amended from time to time; any hazardous waste as defined
by the Resource Conservation and Recovery Act of 1976, as amended from time to
time; any and all material or substance which is or becomes defined as a
hazardous substance, pollutant or contaminant subject to reporting,
investigation or remediation pursuant to any federal, state or local laws or
regulations or order; and any substance which is or becomes regulated by any
federal, state or local governmental authority; any oil, petroleum products and
their by-products.
13. ASSIGNMENT.
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This lease shall run with the Property and shall be binding upon and inure
to the benefit of the parties, their respective successors, personal
representatives and assigns.
Landlord agrees that Tenant may assign this Master Lease and any Site
Supplement, and all rights, benefit, liabilities and obligations hereunder, only
to any person or business entity which is licensed by the FCC to operate a
wireless communications business, is a parent or subsidiary of Tenant, controls
or is controlled by or under common control with Tenant, is merged or
consolidated with Tenant or purchases a majority or controlling interest in the
ownership or assets of Tenant. Tenant shall provide written notification of its
intent to assign at least one-hundred and twenty (120) days in advance. Upon
written notification of Tenant to Landlord of any such action and Assignee's
written assumption of all terms and conditions of this Master Lease and all Site
Supplements, Tenant shall be relieved of all future performance, liabilities and
obligations under this Master Lease and any Site Supplement as of the effective
date of the assignment. Tenant may not otherwise assign this Master Lease or any
Site Supplement without Landlord's written consent.
Tenant may not sublet any Property, Antennas or Cables under this Master
Lease or any Site Supplement.
14. QUIET ENJOYMENT, TITLE AND AUTHORITY.
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Landlord covenants and warrants to Tenant that (a) Landlord has full right,
power and authority to execute this Master Lease and each Site Supplement, and
that Tenant, upon the faithful performance of all of the terms, conditions, and
obligations of Tenant contained in this Master Lease and a Site Supplement,
shall peaceably and quietly hold and enjoy the Property upon the terms,
covenants, and conditions set forth in this Master Lease and the Site Supplement
throughout the initial term and renewal terms thereof; (b) it has good and
unencumbered title to the Property free and clear of any liens or mortgages,
except those disclosed to Tenant which will not interfere with Tenant's right to
or use of the Property; and (c) execution and performance of this Master Lease
and each Site Supplement will not violate any laws, ordinances, covenants, or
the provisions of any mortgage, lease, or other agreement binding on Landlord.
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15. TAXES.
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Tenant shall pay any personal property taxes assessed on, or any portion of
such taxes attributable to the Communications Facilities or Communications
System. Landlord shall pay when due all real property taxes and all other fees
and assessments attributable to the Property. However, Tenant shall pay, as
additional rent, any increase in real property taxes levied against the Property
(excluding any additional taxes that relate to the period prior to the
commencement date of the Site Supplement, i.e., roll-back taxes) which is
directly attributable to Tenant's use of the Property, and Landlord agrees to
furnish proof of such increase to Tenant, upon Tenant's request. Tenant shall
have the right to request the taxing authority to separately assess its
communications facilities and systems.
16. CONFIDENTIALITY.
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The parties shall keep confidential the terms and conditions of this Master
Lease and all Site Supplements, except as reasonably necessary for performance
thereunder and except to the extent disclosure may be required by applicable
laws or regulations, in which latter case, the party required to make such
disclosure shall promptly inform the other party prior to such disclosure to
enable that party to make known any objections it may have to such disclosure.
17. GOVERNING LAW.
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This Master Lease and each Site Supplement and the performance thereof
shall be governed, interpreted, construed and regulated by the laws of the state
where the Property is located.
18. FORCE MAJEURE.
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Except for payment of the monthly rent and other payments due Landlord,
neither party shall have any liability for its delays or its failure in
performance due to: fire, explosion, pest damage, power failures, strikes or
labor disputes except as outlined in Paragraph 8, acts of God, the elements,
war, civil disturbances, acts of civil or military authorities or the public
enemy, inability to secure raw materials, transportation facilities, fuel or
energy shortages, or other causes beyond its reasonable control, whether or not
similar to the foregoing.
19. NON-WAIVER.
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No course of dealing, course of performance or failure of either party
strictly to enforce any term, right or condition of this Master Lease or any
Site Supplement shall be construed as a waiver of any term, right or condition.
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20. HEADINGS.
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All headings contained in this Master Lease and the Site Supplements are
inserted for convenience only and are not intended to affect the meaning or
interpretation of this Master Lease, the Site Supplements or any clause therein.
21. NOTICES.
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All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed given if personally delivered or mailed via
certified mail-return receipt requested, or sent by overnight carrier to the
following addresses:
If to Landlord, to: If to Tenant, to:
SCANA Communications, Inc. Triton PCS Property Company, L.L.C.
000 Xxxx Xxxxxx Xxxxx 000 Xxxxxxxxxx Xxxxx
Xxxxx 000 Xxxxx 000
Xxxxx, Xxxxx Xxxxxxxx 00000 Malvern, PA
with a copy to:
General Manager
Triton PCS Property Company, L.L.C.
Xxxxx 000
Xxxxxxxxxx, XX 00000
22. MISCELLANEOUS.
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(a) If either party is represented by a real estate broker or any other
agent in this transaction, that party shall be fully responsible for any fee due
such broker and shall hold the other party harmless from any claims for
commission by such broker.
(b) Each party agrees to cooperate with the other in executing any
documents including a Memorandum of Lease, necessary to protect its rights or
use of the Property. The Memorandum of Lease may be recorded, in place of this
Master Lease, by either party.
(c) If any term of this Master Lease is found to be void or invalid, such
invalidity shall not affect the remaining terms of this Master Lease, which
shall continue in full force and effect.
23. ENTIRE AGREEMENT.
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The terms and conditions contained in this Master Lease and each Site
Supplement supersede all prior oral or written understandings between the
parties and constitute the entire agreement between them concerning the subject
matter of this Master Lease and each Site Supplement. There are no
understandings or representations, express or implied, not expressly set forth
in this Master Lease or the Site Supplements. This Master Lease and each Site
Supplement shall not be modified or amended except by a writing signed by the
authorized representatives of the parties.
In any provision of this agreement which the consent of a party is
required, said consent shall not be unreasonably withheld or delayed.
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WHEREFORE, we set our hands and seals,
For the Landlord: For the Tenant:
SCANA COMMUNICATIONS, INC. TRITON PCS PROPERTY COMPANY, L.L.C.
By: Triton Management Company, Inc.
its Manager
By:________________________________ By:________________________________
Printed Name: Xxxxxx X. Xxxxxxxxxx, Printed Name: Xxxxxxx X. Xxxxx
Xx.
Title: President Title: President & G.M. - South
Region
Date_______________________________ Date________________________________
Attest:____________________________ Attest:_____________________________
Printed Name:______________________ Printed Name:_______________________
Title:_____________________________ Title:______________________________
(AFFIX CORPORATE SEAL) (AFFIX CORPORATE SEAL)
10
NOTARIAL ACKNOWLEDGEMENT
STATE OF ______________________________________
COUNTY OF ____________________________________
I, _____________________________________, a notary public for said county
and state, do hereby certify that ____________________, personally appeared
before me this day and acknowledged that (s)he is the _________________ of
Triton PCS Property Company, L.L.C., and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its name by
___________________________, its ________________________, and attested by
______________________ as its ______________________.
WITNESS my hand and official stamp or seal, this _____ day of ___________,
199__.
Sworn to and subscribed before me: this _____ day of ________, 1998.
___________________________________
Notary Public for ____________________
My Commission Expires: ______________
(NOTARY SEAL)
11
NOTARIAL ACKNOWLEDGEMENT
STATE OF ______________________________________
COUNTY OF ____________________________________
I, _____________________________________, a notary public for said county
and state, do hereby certify that Xxxxxx X. Xxxxxxxxxx, Xx., personally appeared
before me this day and acknowledged that he is the President of SCANA
Communications, Inc., a South Carolina corporation, and that by authority duly
given and as the act of the corporation, the foregoing instrument was signed in
its name by Xxxxxx X. Xxxxxxxxxx, Xx., its President, sealed with its corporate
seal and attested by Xxxx Xxxxxxxx as its Secretary.
WITNESS my hand and official stamp or seal, this _____ day of ___________,
199__.
Sworn to and subscribed before me: this _____ day of ________, 1998.
___________________________________
Notary Public for _____________________
My Commission Expires: ______________
(NOTARY SEAL)
12
SITE SUPPLEMENT
---------------
SITE SUPPLEMENT NUMBER: TR-0001
TENANT'S NAME: Triton PCS Property Company, L.L.C.
SITE NAME: SC Pipeline
COMMENCEMENT DATE:_______________________
This Site Supplement ("Site Supplement") is made and entered into as of the
_____day of ________________ 1998, by and between SCANA Communications, Inc., a
South Carolina corporation ("Landlord") and Triton PCS Property Company, L.L.C.
("Tenant"). This is a Site Supplement as referred to in that certain Master
Tower Site Lease Agreement executed by the parties as of April 13, 1998 ("Master
Lease"). All of the terms and conditions of the Master Lease are incorporated
herein by reference and made a part hereof without the necessity of repeating or
attaching the Master Lease. In the event of any contradiction, modification or
inconsistency between the terms of the Master and this Site Supplement, the
terms of this Site Supplement shall prevail. Capitalized terms used in this
Site Supplement shall have the same meaning ascribed to them in the Master Lease
unless otherwise indicated herein. The annexed exhibits form a material part of
this Site Supplement.
The Site is described as follows:
Property Legal Description: See attached Lease
Antenna Description: (include height on tower, manufacturer and model numbers)
Operating Frequency(ies) and Power output
Transmission Line Description: (include manufacturer and diameter)
Land Requirement:
Tenant is responsible for providing a Plot Plan Sketch outlining its equipment
shelter location to Landlord for review and approval prior to project
commencement.
DESCRIPTION OF LAND AND EASEMENTS
---------------------------------
The Legal Description of the Land is as follows:
The easements for access and utilities granted with the execution of this Site
Supplement, as described in Paragraph 1 of the Master Lease are as follows: See
Attachment A annexed hereto.
Tenant's designated Tower space:
Tenant's designated Land space:
13
FEES, CHARGES AND NOTICES
-------------------------
The rent referred to in Paragraph 4(a) of the Master Lease is as follows:
During the initial term, Tenant shall pay a monthly rent of *****
Payments shall be made to SCANA Communications, Inc., and shall be sent to the
address indicated on the invoice, or if an address is not indicated on the
invoice, payment shall be sent to the address indicated below or such other
address as may be designated in writing, from time to time by SCANA
Communications, Inc.
SCANA Communications, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxx, Xxxxx Xxxxxxxx 00000.
All notices shall be sent to the address indicated below or such other addresses
as may be designated from time to time by Tenant:
Triton PCS Property Company, L.L.C.
000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
With a copy to:
General Manager
Triton PCS Property Company, L.L.C.
0000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
CONSTRUCTION
------------
The plans and specifications for building, Tower and other improvements as
referred to in Paragraph 7 of the Master Lease are as follows:
Landlord will be responsible for:
. Reviewing and approving Tenant's equipment shelter installation
specifications and drawings.
. Supervising and approving the placement and installation of Tenant's
shelter.
. Reviewing and approving Tenant's list of contractors and subcontractors
needing access to the Site.
. Reviewing and approving Tenant's list of installation and maintenance
personnel needing access to the Site.
. Providing Tenant with facilities to place a lock.
. Providing Tenant with a list of emergency contact numbers.
Tenant will be responsible for:
. Placing its equipment inside the Tower area. Tenant will follow Landlord's
standards.
. Maintaining the coaxial cables from the Tower yard to its equipment pad.
. Obtaining and supplying its facilities with power from the outside utility
company.
. Obtaining all required zoning, construction, local state or federal
permits.
. Furnishing the antennas, mounts, coaxial cable, equipment, and any other
associated equipment necessary to successfully implement this project.
. Providing equipment installation specifications and drawings for review and
approval by Landlord.
--------------------------------------------------------------------------------
***** Certain information on this page has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
14
. Performing equipment, antenna and line installation.
. Providing a list of contractors and subcontractors for review and approval
by Landlord. List will include names, addresses and phone numbers.
. Providing a list of installation and maintenance personnel needing access
to the Site for review and approval by Landlord. List will include names,
addresses and phone numbers.
Tenant will have 24 hour, 365 days a year of unescorted access to this Site
barring any reasonable security concerns that may arise during the term.
IN WITNESS WHEREOF, the parties have caused this Site Supplement to be executed
by their authorized representatives on the dates noted below:
WITNESSES: SCANA COMMUNICATIONS, INC.
a South Carolina corporation
___________________________ BY:__________________________________
___________________________ ITS:_________________________________
DATE:________________________________
Attest:
BY:__________________________________
ITS: _______________________________
(AFFIX CORPORATE SEAL)
WITNESSES: TRITON PCS PROPERTY COMPANY, L.L.C.
By: Triton Management Company, Inc.
its manager
BY:__________________________________
ITS: ________________________________
DATE: ______________________________
Attest:
BY:__________________________________
ITS: _______________________________
(AFFIX CORPORATE SEAL)
15
MEMORANDUM OF AGREEMENT
-----------------------
This Memorandum of Agreement is entered into on this ____ day of
________________, 1998, by and between SCANA Communications, Inc., a South
Carolina corporation, with an office at 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx,
Xxxxx Xxxxxxxx 00000, (hereinafter referred to as "Landlord") and Triton PCS
Property Company, L.L.C. with an office at 000 Xxxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter referred to as "Tenant").
1. Pursuant to a Master Tower Site Lease Agreement, Landlord and Tenant
entered into a Site Lease Supplement ("Site Supplement") on the ____ day of
____________ 1998, for the purpose of installing, operating and maintaining a
telecommunications facility and other improvements. All of the foregoing are
set forth in the Site Supplement.
2. The initial term of the Site Supplement is five (5) years commencing
on _________________, 1998, ("Commencement Date"), and terminating on the fifth
anniversary of the Commencement Date with up to four (4) successive five (5)
year options to renew.
3. The Land which is the subject of the Site Supplement and the portion
of the Land being leased to Tenant is described in Attachment A annexed hereto.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement
as of the day and year first above written.
WITNESSES: SCANA COMMUNICATIONS, INC.
a South Carolina corporation
_________________________ BY:_________________________________
_________________________ ITS:_________________________________
Attest:
BY:__________________________________
ITS:_________________________________
WITNESSES: TRITON PCS PROPERTY COMPANY, L.L.C.
By: Triton Management Company, Inc.
its manager
_________________________ BY:__________________________________
_________________________ ITS:_________________________________
Attest:
_________________________ BY:__________________________________
_________________________ ITS:_________________________________
00
XXXXX XX XXXXX XXXXXXXX
XXXXXX XX XXXXXXXX)
PERSONALLY APPEARED before me the undersigned witness and made oath that
s(he) saw the within-named SCANA COMMUNICATIONS, INC. by Xxxxxx X. Xxxxxxxxxx,
Xx., its President and Xxxx X. Xxxxxxxx its Secretary, sign, seal and as its act
and deed, deliver the within-written instrument and that (s)he with the other
witness named above witnessed the execution thereof.
___________________________________
SWORN to before me this ________
day of __________, 1998.
_____________________________________
Notary Public for South Carolina
My commission expires: ______________
STATE OF _______________________
COUNTY OF _____________________
PERSONALLY APPEARED before me the undersigned witness and made oath that
s(he) saw the within-named _________________________________________________ by
_____________________________________________, its _____________________________
and _______________________________ its ___________________ Secretary, sign,
seal and as its act and deed, deliver the within-written instrument and that
(s)he with the other witness named above witnessed the execution thereof.
___________________________________
SWORN to before me this ________
day of __________, 1998.
____________________________________
Notary Public for __________________
My commission expires: _____________
17
SCHEDULE "I" TO MASTER SITE AGREEMENT
-------------------------------------
SITE LEASE/ SUBLEASE/LICENSE/SUBLICENSE] AGREEMENT
--------------------------------------------------
THIS SITE [LEASE/SUBLEASE/LICENSE/SUBLICENSE/AGREEMENT (the "Site
Agreement") is made as of the latter signature date hereof (the "Execution
Date"), by and between ______________, a____________________ [CORPORATION]
[LIMITED PARTNERSHIP], its successors and assigns (hereinafter referred to as
"BellSouth") and TRITON PCS PROPERTY COMPANY, L.L.C., a Delaware limited
liability company (hereinafter referred to as "User").
WHEREAS, the parties are party to the Master Site Agreement dated 1998 (the
"MSA");
WHEREAS, the parties desire that except as set forth in this Site
Agreement, the terms and conditions of the MSA shall govern the relationship of
the parties under this Site Agreement;
WHEREAS, BellSouth [IS THE OWNER OF] [AS LESSEE/LICENSEE, LEASED/LICENSED
FROM_______________(THE "MASTER LANDLORD") PURSUANT TO THAT CERTAIN
LEASE/LICENSE AGREEMENT DATED __________19____ (THE "MASTER LEASE/LICENSE")]
(WHICH MASTER LEASE/LICENSE IS ATTACHED HERETO AS EXHIBIT "A-1") AND
INCORPORATED HEREIN BY REFERENCE, SUBJECT TO REDACTION OF FINANCIAL TERMS)
certain real property located in __________, ______________ as more particularly
described on Exhibit "A" attached hereto and incorporated herein by reference.
NOW, THEREFORE, for valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereby agree as follows:
1. MSA and Defined Terms. Unless otherwise defined herein, capitalized
---------------------
terms shall have the meaning set forth in the MSA. The parties agree that
except as otherwise set forth herein, the terms and conditions of the MSA shall
govern the relationship of the parties under this Site Agreement and the MSA is
incorporated herein by reference. In the event of a conflict or inconsistency
between the terms of the MSA and this Site Agreement, the terms of this Site
Agreement shall govern and control.
2. Demise. BellSouth hereby [LEASES/SUBLEASES/LICENSES/SUBLICENSES] to
------
User and User hereby [LEASES/SUBLEASES/LICENSES/SUBLICENSES] from BellSouth the
following:
(a) Tower Space. [Subject to BellSouth or User obtaining the consent
-----------
of the Master Landlord pursuant to Section 5(a) of the MSA, if required by the
Master Lease/License, in BellSouth's sole reasonable opinion,] [t]ower space on
BellSouth's Tower between the _____________(__) foot and _______________(___)
foot level (the "Tower Space"), for the placement of User's antenna array,
platform, cables, brackets, wires and accessories, as more particularly
described on Exhibit "C" attached hereto and incorporated herein by reference
(the "Tower Facilities"); and
(b) Ground Space. [Subject to BellSouth having ground space
------------
adequate to accommodate User's Ground Facilities, as hereinafter defined, and
BellSouth or User obtaining the consent of the Master Landlord pursuant to
Section 5(a) of the MSA, if required by the Master Lease/License, in BellSouth's
sole reasonable opinion,] [ground space containing ______ (_____) [acres/square
feet], as approximately shown on Exhibit "B" attached hereto and incorporated
herein by this reference and which will be more specifically shown on the As-
Built Survey, as defined in Section 10 (vii) of the MSA, delivered by User to
BellSouth in accordance with Section I 0 (vii) of the MSA and which As-Built
Survey shall be attached to and become a part of this Site Agreement as Exhibit
"B" when initialed
by BellSouth and User in accordance with Section 10 (vii) of the MSA (the
"Ground Space"), for the placement of equipment shelters and cabinets,
telecommunications equipment within such equipment shelters and cabinets,
concrete pads, generators, cables, wires and accessories, as more particularly
described on Exhibit "C" attached hereto and incorporated herein by reference
(the "Ground Facilities"); together with
(c) Ingress and Egress. Subject to the limitations set forth in
------------------
Section 11 of the MSA (1)the non-exclusive right to use the Tower, at locations
mutually agreed upon by User and BellSouth, for the term hereof for ingress,
egress, and access to the Tower Space adequate to service the Tower Facilities
and (ii) if the term "Leased Space" as used herein includes Ground Space, a
non-exclusive easement for the term hereof, for ingress, egress, and access to
the Leased Space across [(AA)] the Property in locations mutually agreed upon in
writing by BellSouth and User [AND (BB) ACROSS THE PROPERTY OF THE MASTER
LANDLORD TO THE EXTENT AND IN THE LOCATIONS THE MASTER LANDLORD GRANTED INGRESS,
EGRESS AND ACCESS EASEMENTS TO BELLSOUTH IN THE MASTER LEASE/LICENSE.]
(d) Utilities, Cable Runs. BellSouth hereby grants to User the
---------------------
non-exclusive right to use the Tower for the term hereof to place any cable runs
on the Tower, at locations mutually agreed upon in writing by BellSouth and
User, in order to service or operate the Facilities, subject to BellSouth's
prior written approval of the design and installation method and procedures,
such approval not to be unreasonably withheld or delayed. [IF THE TERM "LEASED
SPACE" INCLUDES THE GROUND SPACE, BELLSOUTH HEREBY GRANTS TO USER A NON-
EXCLUSIVE EASEMENT FOR THE TERM HEREOF TO PLACE ANY UTILITIES OR CABLE RUNS ON
OR BRING UTILITIES ACROSS THE PROPERTY AND IF THE PROPERTY IS LEASED OR LICENSED
BY BELLSOUTH, THE PROPERTY OF THE MASTER LANDLORD TO THE EXTENT AND IN THE
LOCATIONS THE MASTER LANDLORD GRANTED UTILITY AND CABLE RUN EASEMENTS].
3. Term/Site Commencement Date. Provided [THE APPLICABLE CONTINGENCIES
---------------------------
SET FORTH IN SECTION 5 OF THE MSA HAVE BEEN SATISFIED,] User has paid BellSouth
any required application fee, and the Site Cost Reimbursement Amount of
[______________Dollars (______)], this Site Agreement term shall begin on the
earlier to occur of (i) the date when User commences the installation of its
Facilities on the Tower or (ii) forty-five (45) days from the Execution Date,
unless further extended by the mutual written agreement of BellSouth and User
(the "Site Commencement Date"), and shall continue until midnight of the tenth
(10th ) anniversary of the Site Commencement Date (the "Initial Term"). Within
five (5) business days of User's commencement of the installation of its
Facilities on the Leased Space, User shall provide BellSouth written notice of
the date User commenced installation of its Facilities on the Leased Space in
the form of Exhibit "E" attached hereto. Provided [THE MASTER LEASE/LICENSE
REMAINS IN EFFECT AND HAS NOT EXPIRED OR BEEN TERMINATED, AND] User is not in
default, User shall have the option of extending this Site Agreement for two (2)
additional five (5) year terms (the "Renewal Terms"). Such renewal options shall
be deemed automatically exercised without notice by User to BellSouth unless
User gives BellSouth written notice of its intention not to exercise any such
option at least ninety (90) days prior to the expiration of the then current
term, in which case, the term of the Site Agreement shall expire at the end of
the then current term.
3. Rent/Renewal Terms. In addition to any required application fee and
------------------
the Site Cost Reimbursement Amount, which shall be paid by User upon the
execution and delivery of this Site Agreement, during the first five (5) years
of the Initial Term, User shall pay annual rent of [Nineteen Thousand and No/100
Dollars ($19,000.00)] in equal annual installments in accordance with the MSA.
For the sixth through tenth year of the Initial Term, the annual rent shall be
increased by twenty percent (20%) over the annual rent for the first five (5)
years of the Initial Term. Upon the commencement of each Renewal Term, the
annual rent shall be increased by twenty percent (20%) over the annual rent then
2
payable for the immediately preceding term. Unless otherwise directed in
writing by BellSouth, User shall forward all rental and other payments required
hereunder to:
BellSouth Personal Communications, Inc.
Attention: Treasury/Accounting Department
0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000
Xxxxxxx, XX 00000
Recurring Invoice No. 71302 - ___-______-________
5. Additional Rent. In addition to the rent set forth in Section 4
---------------
hereof, User hereby agrees to pay additional rent to BellSouth for any
additional equipment added to BellSouth's Tower after the installation of the
Tower Facilities set forth in Exhibit "C" hereto. Additional rent shall be
calculated based on a rental amount for each piece of additional equipment.
Such rental amounts are set forth below:
Equipment Rental Amount
--------- -------------
---------------- $------------
---------------- $------------
---------------- $------------
---------------- $------------
6. Hazardous Substances. [BELLSOUTH IS NOT AWARE OF, AND HAS NOT
--------------------
RECEIVED NOTICE OF, THE DISPOSAL, RELEASE OR PRESENCE OF HAZARDOUS SUBSTANCES ON
THE PROPERTY IN VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAW, REGULATION OR
ORDER.]
[7. NATIONAL ENVIRONMENTAL POLICY ACT COMPLIANCE. ADD PROVISION IF
--------------------------------------------
BELLSOUTH HAS NOT COMPLIED OR IS IN THE PROCESS OF COMPLYING WITH NEPA.]
[8/9]. Notice. All notices hereunder shall be deemed validly given if
------
sent by certified mail, return receipt requested, or with a nationally
recognized courier which provides notice of receipt, postage fully prepaid,
addressed as follows, or to such other addresses as may be given from either
party in writing to the other:
BellSouth: [BELLSOUTH CAROLINAS PCS, L.P.]
[c/o]BellSouth Personal Communications, Inc.
0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000
Xxxxxxx, XX 00000
Attn: Real Estate Manager
with a copy to:
[BELLSOUTH CAROLINAS PCS, L.P.]
[c/o]BellSouth Personal Communications, Inc.
0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000
Xxxxxxx, XX 00000
Attn: Legal Department
3
User: Triton PCS Property Company, L.L.C.
000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
with a copy to:
Kleinbard, Xxxx & Xxxxxxx, LLP
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attn: Xxx Xxxxxxxxx, Esq.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
4
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
signature date set forth below.
USER:
----
TRITON PCS PROPERTY COMPANY, L.L.C.
a Delaware limited partnership (SEAL)
By: TRITON PCS PROPERTY COMPANY, INC.
a Delaware corporation,
its Manager
By:________________________________
Name:______________________________
Title:_____________________________
Attest:____________________________
Name:______________________________
Title:_____________________________
[AFFIX CORPORATE SEAL]
Signature Date:____________________
STATE OF ________________)
)
COUNTY___________________)
I, a Notary Public for said County and State, do hereby certify that
_____________ personally appeared before me this day and acknowledged that
he/she is Secretary of TRITON MANAGEMENT COMPANY, INC., a corporation and
Manager of TRITON PCS PROPERTY COMPANY L.L.C., a Delaware limited partnership
liability company, and that by authority and as the act of the corporation as
Manager, the foregoing instrument was signed in its name by its _____________
Secretary.
____________________________________
Notary Public, State of_____________
My Commission Expires:______________
[NOTARIAL SEAL]
5
STATE OF_______________)
)
COUNTY_________________)
I, a Notary Public for said County and State, do hereby certify that
_____________ personally appeared before me this day and acknowledged that
he/she is Secretary of TRITON MANAGEMENT COMPANY, INC., a corporation and
Manager of TRITON PCS PROPERTY COMPANY L.L.C., a Delaware limited partnership
liability company, and that by authority and as the act of the corporation as
Manager, the foregoing instrument was signed in its name by its _______________
President, sealed with its corporate seal, and attested by him/her as its
____________ Secretary.
_________________________________
Notary Public, State of__________
My Commission Expires:___________
[NOTARIAL SEAL]
6
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
signature date set forth below.
BELLSOUTH:
---------
[NAME OF CORPORATION OR LIMITED PARTNERSHIP HAVING THE FCC
LICENSE]
[____________, LIMITED PARTNERSHIP,]
BY: [NAME OF CORPORATE GENERAL PARTNER],
ITS GENERAL PARTNER
By:_______________________________
Name:_____________________________
Title:____________________________
Attest:___________________________
Name:_____________________________
Title:____________________________
[AFFIX CORPORATE SEAL]
Signature Date:___________________
STATE OF____________________)
)
COUNTY______________________)
I, a Notary Public for said County and State, do hereby certify that
______________ personally appeared before me this day and acknowledged that
he/she is _________________ Secretary of _____________________________ a _____
_________________ and general partner of _____________________________, a
_____________________, and that by authority and as the act of the corporation
as Manager, the foregoing instrument was signed in its name by its Secretary.
_______________________________________________
Notary Public, State of________________________
My Commission Expires:_________________________
[NOTARIAL SEAL]
7
EXHIBIT "A"
-----------
Site Description
----------------
Site Name: _____________ MSA/RSA/MTA/BTA:__________
Site Number _____________ Site Address:_____________
Latitude: _____________
Longitude: _____________
Legal Description of Property:
-----------------------------
Legal Description of Access Easement:
------------------------------------
Legal Description of Utility Easement:
-------------------------------------
8
EXHIBIT "A-1"
-------------
MASTER LEASE/LICENSE AGREEMENT
------------------------------
(Subject to redaction)
9
EXHIBIT "B"
-----------
USER'S GROUND SPACE
-------------------
10
EXHIBIT "C"
-----------
USER'S TOWER FACILITIES AND GROUND FACILITIES
---------------------------------------------
[Attach User's Co-Location Application]
11
EXHIBIT"D"
----------
Certification as to Ground Lease
--------------------------------
[Date]
----
RE: Site Agreement from [BELLSOUTH'S OR USER'S NAME] to [BELLSOUTH OR
-----------------------------------------------------------------
USER] at
--------
-------------------------------, -------------------
Dear ________:
Pursuant to the above referenced lease (the "Lease"), User hereby certifies
unto BellSouth that User has obtained from the Master Landlord, as defined in
the Site Agreement, a lease of a portion of the Master Landlord's property, as
more particularly described in Section 3(a)(ii) of the Site Agreement, for
ground space to accommodate [USER'S] Ground Facilities together with easements
for access, utilities and cables.
Sincerely,
[BellSouth or User]
12
EXHIBIT "E"
-----------
NOTICE OF INSTALLATION OF USER'S FACILITIES
-------------------------------------------
[DATE]
----
[BellSouth's Name]
[BellSouth's Address]
RE: Site Agreement from BellSouth to [USERL at
------------------------------------------
-------------------, ---------------
Dear ----------:
Pursuant to Section of the above-referenced this letter serves to advise
you that [USER] commenced the installation of its Facilities on the Leased Space
on the above-referenced property on _____________ 19__, which date shall be the
Commencement Date, as defined in the above referenced Site Agreement.
Sincerely,
[User]
13
SCHEDULE "II" TO MASTER SITE AGREEMENT
--------------------------------------
ENTRY AND TESTING AGREEMENT
This Entry and Testing Agreement ("Agreement") is made as of the ___ day of
_______, 1998, between BELLSOUTH CAROLINAS PCS, L.P., a Delaware limited
partnership, d/b/a BellSouth Mobility DCS ("BellSouth"), and TRITON PCS PROPERTY
COMPANY, L.L.C., a Delaware limited liability company ("Entrant"), concerning
the following described property [leased] [owned] by BellSouth ("Property"):
[insert site address]
BellSouth currently owns and operates a communications tower (the "Tower")
on the Property. BellSouth and Entrant are in the process of negotiating an
agreement whereby Entrant will lease, sublease or license certain portions of
the Tower and the Property. In order for Entrant to determine the viability and
feasibility of the Property as a tower or antenna site, Entrant desires to enter
upon and inspect the Property and/or to locate temporarily communications
equipment on the Property to conduct short term radio propagation tests; and
As an accommodation to Entrant, BellSouth is willing to grant permission to
Entrant, its employees, agents or contractors to enter upon the Property solely
to conduct such investigations, under the terms and conditions stated herein.
In consideration of the mutual covenants and agreements contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows.
1. BellSouth grants to Entrant, its contractors, agents, employees and
assigns a right of entry and license to enter upon the Property solely to
conduct and perform boundary surveys, Phase I environmental studies, and radio
propagation tests (the "Permitted Activities"). Entrant's entry rights are
specifically limited to the Permitted Activities and to the Property and shall
not include any other activities, including without limitation any construction
activities, on the Property or any other portion of the property surrounding the
Property. Entrant shall be responsible for any and all costs related to the
Permitted Activities, including any temporary installation, operation and
removal of equipment on the Property and the Tower. Any entry or activity on the
Tower by Entrant shall be coordinated in advance with BellSouth and shall be
subject to BellSouth's approval and supervision, at Entrant's cost.
2. Entrant agrees to comply with all local, state and federal laws, rules
and ordinances applicable to the Permitted Activities. Entrant further agrees to
exercise due care in the performance of all Permitted Activities on the
Property, and not to interfere with BellSouth's or any other party's activities
on the Property. Entrant shall promptly repair, at its cost, any damage to the
Property, the Tower, or any other property caused by the acts or omissions of
Entrant, its agents, employees, contractors or subcontractors.
3. Entrant shall indemnify and hold harmless BellSouth, its employees,
agents or contractors, from all claims, actions, damages, liability and expense,
including without limitation attorneys' fees and costs, in connection with
personal injury or property damage arising out of the acts or omissions of
Entrant, its employees, agents or contractors, including without limitation the
Permitted Activities, upon the Property, the Tower, or any other portion of the
property surrounding the Property. This indemnification shall survive the
expiration or termination of this Agreement.
4. Entrant shall maintain, and shall have its contractors and
subcontractors maintain, adequate insurance coverage, as determined by
BellSouth. At BellSouth's request, Entrant agrees to
14
provide certificates of insurance evidencing such insurance coverage of Entrant,
its contractors, or subcontractors.
5. The term of this Agreement shall be from the Execution Date to the
earlier of (i) forty-five (45)days from the Execution Date or (ii) until
BellSouth and Entrant enter into a lease, sublease or license with respect to
the Property; provided, however, that BellSouth may immediately terminate this
Agreement in the event Entrant breaches any term of this Agreement.
6. In the event this Agreement expires or is terminated without the
existence of a fully executed lease, sublease or license, Entrant will
immediately remove any and all of its equipment from the Property and restore
the Property to its condition existing immediately prior to such entry.
7. This Agreement constitutes the entire understanding between the
parties with respect to the activities contemplated by this Agreement. All prior
agreements or understandings, whether oral or written, are superseded. This
Agreement may be amended only by a written document duly executed by the
parties. This Agreement is governed by the laws of the State wherein the
Property is located.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of the date first above written.
BELLSOUTH:
________________________,
a _______________________
By:______________________
Print Name:______________
Title:___________________
ENTRANT:
TRITON PCS PROPERTY COMPANY, L.L.C.,
a ______________ limited liability company
By: Triton Management Company, Inc. its Manager
__________________________
its Manager
By:______________________
Print Name:______________
Title:___________________
