Exhibit 10.5
MASTER ANTENNA SITE LEASE NO. 130
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LESSOR: PINNACLE TOWERS INC. LESSEE: CHAMPION COMMUNICATIONS
0000 XXXXXXXX XXXXXXXXX 0000 XXXXXXXXX XXXXX
XXXXX XXXXX XXXXXXXXX, XX 00000
XXXXXXXX, XX 00000
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Lessor operates the antenna site(s) described in the Antenna Site Lease
Schedule(s) executed and delivered by Lessor and Lessee pursuant to this Lease
from time to time (each a "Schedule" and, collectively, the "Schedules").
Lessor desires to lease to Lessee and Lessee desires to lease from Lessor
certain space at the site for installation and operation of Lessee's equipment
on the terms set forth in the Schedule(s) and herein. If the terms of a
Schedule conflict with this Lease, the Schedule shall control.
1. Leased Premises. Lessor hereby leases to Lessee space at the site as
specified and described in a Schedule. If a Schedule provides that Lessee's
equipment will be connected to a multiplexer, Lessee shall be responsible for
all costs of multiplexer modules and other equipment required for the
connection.
2. Term.
(a) The initial term and, if applicable, renewal terms of this
Lease for any antenna system shall be as specified on a Schedule. If a Schedule
provides for renewal terms, then, provided Lessee is not in default, the lease
term for the antenna system identified in the Schedule shall automatically
renew at the commencement of each such renewal term unless, upon written notice
to Lessor no later than ninety (90) days before the expiration of the term then
current, Lessee terminates the Schedule.
(b) If Lessee holds over the lease premises after the final term
of a Schedule, the Schedule shall revert to a month-to-month term, and rent
shall be 150% of the rent for the last month of the preceding term. Lessor
shall have the right during such month-to-month term to terminate the Schedule
without cause upon thirty (30) days notice to Lessee.
(c) Lessor or Lessee may cancel this Lease w/90 day written notice.
3. Rent.
(a) Lessee shall pay rent at the rate(s)_________. Rent for any
fractional month at the beginning or end of a term shall be prorated.
(b) Lessee shall pay rent by electronic transfer or direct to
Lessor's lockbox account at Pinnacle Towers Inc., X.X. Xxx 000000, Xxxxx, XX
00000-0000 no later than the first day of each calendar month with respect to
which it is payable. If payment is not received by the 10th of any month,
Lessor has the option to charge a late fee equal to the greater of $25 or 1
1/2% per month of the amount due.
(c) Any security deposit required deposit by a Schedule will be
held in a non-interest bearing account and shall be returned to Lessee thirty
(30) days following the conclusion of the lease term of the Schedule, provided
Lessee is not in default.
(d) Lessee shall pay all sales or use taxes applicable to rent
payable under this Lease or as a direct result of Lessee's equipment being
located on the leased premises.
4. Installation.
(a) Lessee shall install and operate only the equipment identified
in the Schedule(s), and the cost of Lessee's installation and licensing fees
shall be borne solely by Lessee. Lessee shall comply with all site rules and
standards contained in Exhibit A to this Lease.
(b) During installation, Lessee shall not cause interference of
any kind to the activities of Lessor or lessees on the site. If such
interference is caused by Lessee and cannot be reduced to levels reasonably
acceptable to Lessor, Lessee shall immediately halt all installation work, and
Lessor may elect to terminate this Lease by giving Lessee ten (10) days written
notice.
5. Uses of Leased Premises.
(a) Lessee shall use the leased premises and conduct its
communications operations in compliance with the terms of its FCC license and
applicable regulations imposed by any other governmental agency. Lessee shall,
if requested, provide Lessor with copies of such permits. If, through no fault
of Lessee, a license is denied, and Lessee promptly notifies and provides
evidence to Lessor of the denial, this Lease may be terminated by Lessee thirty
(30) days following such written notification.
(b) Lessee shall have a non-exclusive right to access the
premises twenty-four (24) hours a day, 365 days a year for its employees,
agents, or representatives as designated. In accordance with procedures in
Exhibit A, Lessee will be issued a key, key card, and/or access code to unlock
the gate and transmitter room for maintenance purposes. This key may not be
duplicated, loaned, or transferred to any other entity. If this key or keycard
is lost or the integrity of security is breached by Lessee, Lessee will bear
the expense for Lessor to re-tool the locks, reprogram the security system, and
provide a new keys and/or keycards for all authorized persons. Lessee shall
provide Lessor the name of
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Lessee's custodian of the key or keycard; should the custodian change, Lessee
shall notify Lessor, in writing, of the new custodian's identity within
twenty-four (24) hours.
(c) Before performing any installation or maintenance work at a
site, Lessee shall notify Lessor and obtain Lessor's approval of the work to be
performed and the persons to perform the work. All contractors and
subcontractors of Lessee who perform any services on the leased premises must
be approved by Lessor in advance and must hold all licenses necessary for the
work being performed. Lessee shall maintain a log of the entry and exit of its
employees and agents and shall make the log available to Lessor upon request.
(d) Lessee shall not bring onto the site any hazardous substance
or hazardous wastes.
(e) Lessee shall not cause interference of any kind to the
operations of the Lessor or other lessees at the site in excess of levels
permitted by the FCC, as well as interference to consumer electronic devices
and blanketing interference as defined by section 73.318 of the FCC rules. If
Lessee is notified that its operations are causing objectionable interference,
Lessee shall immediately undertake all necessary steps to determine the cause
of and eliminate such interference. If the interference continues for a period
in excess of forty-eight (48) hours following notification, Lessor shall have
the right to cause Lessee to cease operating the offending equipment or to
reduce the power sufficiently to remove the interference until the condition
can be remedied. Lessee shall continue to be obligated to pay rent, and Lessor
shall not be held liable for any damages or loss of revenues. If Lessee is
required to discontinue its operation under this section for a period of sixty
(60) days, and provided Lessee has diligently pursued all reasonable cures and
is unable to eliminate the interference, then Lessee shall have the right to
terminate this Lease. Provided Lessee's equipment is operating properly, if the
operations of any equipment installed after Lessee's equipment cause
objectionable interference to Lessee's operation, then Lessor shall require the
interfering lessee to remedy the interference and bear the costs thereof.
(f) Lessee understands that it is the intention of Lessor to
accommodate as many users as possible at its sites. Lessee shall cooperate with
Lessor in rescheduling its transmitting activities, reducing power, or
interrupting its activities for limited periods of time in order to permit the
safe installation of new equipment or new facilities at the site or to permit
repairs to facilities of any user of the site or to the site or related
facilities.
(g) Lessor makes no guaranty or warranty, including any implied
warranty of merchantability or fitness for a particular use. Lessee has
examined the leased premises and determined that they are suitable for its
purposes.
6. Utilities. Lessee shall pay all installation costs for electrical
power feeds, phone lines, and other utilities to its equipment. Lessee shall
pay for all Lessee's electrical power usage either directly to the utility
company or as a reimbursement to Lessor.
7. Insurance.
(a) Before commencement of a lease term under any Schedule, Lessee
shall procure and maintain comprehensive public liability and property damage
insurance with a responsible insurance company legally qualified to do business
in the state where the site is located, covering all its operations and
activities on or in connection with the leased premises with a single
occurrence limit of not less than $1,000,000 and naming Lessor as an
"Additional Insured." Lessee shall furnish Lessor with a certificate evidencing
such insurance and stating that coverage shall be cancelled or changed only
upon thirty (30) days written notice to Lessor.
(b) Lessee's Contractor/Subcontractor insurance requirements
defined in Exhibit B
8. Maintenance of Site.
(a) Lessor shall maintain the site(s) in good repair, ordinary
wear and tear excepted, and in compliance with applicable sections of Part 17
of the FCC's rules pertaining to lighting, marking, inspection, and
maintenance. In cases where such FCC regulations require the painting of
Lessee's feedlines, Lessee hereby consents to such painting.
(b) Lessee shall maintain its equipment in accordance with
standards of good engineering practice to assure that it conforms with the site
standards in Exhibit A and shall at the conclusion of a Schedule surrender
possession of the leased premises to Lessor in the same condition they were at
the commencement of the Schedule, ordinary wear and tear excepted.
9. Alteration by Lessee.
(a) Lessee may not make improvements or alterations to the
tower(s), building(s), or any portion of the premises without the expressed
written permission of Lessor. Any such improvements that are approved by Lessor
and made by Lessee shall become the property of Lessor upon termination or
expiration of this Lease.
(b) Lessee may make changes and alterations in its equipment
provided that (i) such changes or alterations conform with standards of good
engineering practice and the provisions of Section 5, (ii) plans and
specifications are first submitted to and approved in writing by Lessor, and
(iii) any proposed changes or alterations do not increase the "wind loading" of
the tower. At Lessor's request, Lessee will provide an independent professional
analysis of "wind loading" and stress to determine any changes that equipment
replacements or alterations would cause.
10. Site Damage; Damage to Lessee's Equipment; Service Interruption.
(a) If a site is fully or partially destroyed or damaged, Lessor,
at its option, may elect to terminate a Schedule upon ten (10) days written
notice to the Lessee. In this event, Lessee shall owe rent only up to the date
on which Lessee was unable to conduct its normal operations solely due to the
damage or destruction of the site.
(b) Lessor, at its option, may elect to repair or rebuild the site,
in which case, the Schedule shall remain in force. if reconstruction or repair
cannot reasonably be undertaken without dismantling Lessee's antenna, then
Lessor may remove Lessee's antenna and
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interrupt Lessee's operations, thereafter replacing the antenna as soon as
reasonably possible. Lessee shall be entitled to a pro rata abatement of rent
for the time it is unable to conduct its normal operations as a result of such
total or partial destruction or damage or need of repair.
(c) Under no circumstances whatsoever shall Lessor be responsible
for damage to or loss of Lessee's equipment, or for financial loss due to
business interruption, unless by Lessor's willful misconduct or neglect.
(d) Lessor shall incur no liability to Lessee for failure to
furnish space and/or electrical power if prevented by war, fires, accidents,
acts of God, or other causes beyond its reasonable control. During such period,
Lessee shall be entitled only to a pro rata abatement of rent for the time it
is unable to conduct substantially normal operations as a result of such
circumstances, except that Lessee shall not be entitled to any abatement for
outages of less than twenty-four (24) hours consecutive duration.
11. Eminent Domain. If the land or leased premises upon which a tower,
foundation, or building is located are acquired or condemned under the power of
eminent domain, whether by public authority, public utility, or otherwise, then
the applicable Schedule shall terminate as of the date of the acquisition.
Lessor shall be entitled to the entire amount of any condemnation award, and
Lessee shall be entitled to make claim for and retain a condemnation award
based on and attributable to the expense and damage of removing its fixtures.
12. Indemnification. Lessee shall indemnify, hold harmless, and defend
Lessor for and against any and all liabilities, claims, demands, suits, damages,
actions, recoveries, judgments, and expenses (including court costs, reasonable
attorneys' fees, and costs of investigation) resulting from injuries to or death
of any person or any damage to property or loss of revenues due to
discontinuance of operations at the leased premises resulting from, or that is
claimed to result from or arise out of any act or omission of Lessee or its
contractors, subcontractors, agents, or representatives in or around the leased
premises or any breach of this Lease by Lessee, except to the extent such
liabilities are directly caused by the willful misconduct or gross negligence of
Lessor.
13. Assignment. Lessee shall not assign, mortgage, or encumber this
Lease and shall not sublet or permit the leased premises or any part thereof to
be used by others without the express written approval of Lessor, which consent
shall not be unreasonably withheld or delayed. No sublease or authorized use by
others shall relieve Lessee of its obligations under this Lease. Lessor may
assign, mortgage, or encumber its rights under this Lease at any time.
14. Default by Lessee. If Lessee fails to make payments within ten (10)
days of date due, or fails to comply with any other term of this Lease and does
not cure such other failure within thirty (30) days after Lessor provides
Lessee with written notice, Lessor shall have the option to terminate this
Lease or any Schedule, in which event Lessee shall surrender possession of the
leased premises within ten (10) days, or to pursue any other remedy available
to Lessor under this Lease or otherwise provided by law or equity. Lessor may
also apply any or all of the deposit or prepaid rent to cure a default. Lessee
shall be liable for all expenses incurred by Lessor for recovery, and
repossession by Lessor shall not affect the obligations of Lessee for the
unexpired term of a Schedule unless Lessor terminates the Schedule or this
Lease.
15. Default by Lessor. Upon the occurrence of any act or omission by
Lessor that would give Lessee the right to damages or the right to terminate a
Schedule or this Lease, Lessee shall not xxx for damages or exercise any right
to terminate this Lease or a Schedule until it gives Lessor and any mortgagee
of this Lease notice of the act or omission and a reasonable time (which shall
not be less than thirty [30] days) to remedy such act or omission.
16. Removal of Lessee's Equipment. At the termination of a Schedule,
provided Lessee is not in default, Lessee shall have thirty (30) days to remove
its equipment. Lessee shall pay all costs in connection with the removal.
17. Subordination. This Lease is and shall be subject and subordinate to
all mortgages that may now or hereafter affect the leased premises and to all
renewals, modifications, consolidations, replacements, and extensions thereof;
provided, however, as a condition precedent to any such subordination, the
party secured by such instrument shall covenant for itself and any purchaser at
foreclosure not to disturb Lessee's quiet enjoyment so long as Lessee is not
in default hereunder. This subordination shall be self-operative and no further
instrument of subordination shall be required by any mortgagee. However, upon
written request from Lessor, Lessee shall execute a certificate confirming such
subordination.
18. Liens. Lessee shall not suffer or permit any liens to stand against
the leased premises or any part thereof by reason of any work, labor, service,
or materials done for, or supplied for, or supplied to or claimed to have been
done for, or supplied to, Lessee or anyone holding Lessee's property or any
part thereof through or under Lessee ("Mechanics' Liens"). If any Mechanics'
Lien shall at any time be filed against the leased premises, Lessee shall cause
it to be discharged of record within thirty (30) days after the date of filing
by either payment, deposit, or bond. If Lessee fails to discharge any such
Mechanics' Lien within such period, then, in addition to any other right or
remedy of Lessor, Lessor may, but shall not be obligated to, procure the
discharge of the Mechanics' Lien. All amounts incurred by Lessor, including
reasonable attorneys' fees, in procuring the discharge of such Mechanics' Lien,
together with interest thereon at 12% per annum from the date of incurrence,
shall become due and payable immediately by Lessee to Lessor.
19. Estoppel Certificates. At any time, but not with less than ten (10)
days prior notice, Lessee shall execute, acknowledge, and deliver to Lessor a
statement in writing certifying that this Lease and applicable Schedule(s) are
unmodified and in full force and effect (or, if there have been any
modifications, that the Lease is in full force and effect as modified and
stating the modifications), and the dates to which rent and other charges, if
any, have been paid in advance.
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20. Miscellaneous.
(a) The remedies provided herein shall be cumulative and shall not
preclude the assertion by any party hereto of any other rights or the seeking of
any other remedies against the other parties hereto.
(b) Should Lessor permit a continuing default by Lessee under this
Lease, the obligations of Lessee hereunder shall continue, and such permissive
default shall not be construed as a renewal of the term hereof nor as a waiver
of any of the rights of Lessor or obligations of Lessee hereunder.
(c) In addition to the other remedies in this Lease, and anything
contained herein to the contrary notwithstanding, Lessor shall be entitled to
specific performance or injunctive relief of any violation or attempted or
threatened violation of this Lease by Lessee without the necessity to post a
bond.
(d) This Lease may be executed in counterparts, and any number of
counterparts signed in the aggregate by the parties will constitute a single,
original instrument.
(e) This Lease, including the exhibits, schedules, lists and other
documents referred to herein, contain the entire understanding of the parties
with respect to its subject matter. There are no restrictions, agreements,
promises, warranties, covenants, or understandings other than expressly set
forth herein or therein. This Lease supersedes all prior agreements and
understandings between the parties with respect to its subject matter. No
modification of this Lease shall be effective unless contained in a writing
signed, dated and fully witnessed by the authorized representative of both
parties.
(f) All notices, requests, claims, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally by FAX, by courier or mailed (certified mail, postage
prepaid, return receipt requested) to Lessor at the address shown herein and to
Lessee at the address shown on a Schedule or to such other address as any party
may have furnished to the other in writing in accordance with this provision.
(g) This Lease shall be governed by, construed and enforced in
accordance with the laws of the state of Florida without regard to its conflict
of laws rules.
IN WITNESS THEREOF, this Lease has been duly executed and delivered by
Lessor and Lessee on the date indicated below.
LESSOR: PINNACLE TOWERS INC
WITNESS: /s/ XXXXXXX XXXXX BY: /s/ XXXXX XXXXXX
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WITNESS: /s/ XXXXX XXXXXXX DATE: FEB. 1, '99
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LESSEE: CHAMPION COMMUNICATIONS
WITNESS: /s/ XXXX XXXXXX BY: /s/ XXXXXXX X. XXXXX
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WITNESS: /s/ XXXXX XXXXX Printed Name:
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Printed Title:
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DATE:
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EXHIBIT A
to
PINNACLE TOWERS INC. MASTER ANTENNA SITE LEASE #130
ANTENNA SITE STANDARDS
1. Purpose: In order to minimize interference to every Lessee's operations
and equipment, and to maintain good engineering practice, the following
installation and maintenance standards are being established and may be amended
by Lessor when deemed necessary.
2. Pre-Installation Standards: Prior to any installation, Lessee must
provide Lessor with complete plans for approval, including list of proposed
equipment and subcontractors, and no work may be performed until approval has
been given and all criteria has been met. All equipment must be placed in
approved locations only, and any changes must be approved by Lessor before the
installation begins. The Lessor or its representative shall be on-site during
major work on the tower. Lessee must notify the Lessor at least five (5) days
in advance of any installation work. Following initial installation, routine
maintenance work to Lessee's equipment may be performed without prior notice.
3. Installation:
(a) The following minimum protective devices must be properly installed:
(1) Lightning arrestor in feedline at wall feedthru plate for all
non-broadcast antennas.
(2) Surge protectors in any AC & phone line circuit.
(3) Transmitter RF shielding kit if applicable.
(4) Isolator and harmonic filter.
(5) Duplexer or cavity bandpass filter.
(b) All transmitters, duplexers, isolators, multicouplers, etc. must be
housed in a metal cabinet or rack-mounted.
(c) All transmission lines entering the building must be 1/2"
Heliax/Wellflex or better via a wall feedthru plate, terminating in
a properly installed lightning arrestor with an ID tag on both ends
of the line.
(d) Solid outer shield cable such as Superflex or Heliax/Wellflex must
be used for all intercabling outside the cabinet. The use of braided
RF cable (eg; RG8) will NOT be permitted outside the cabinet to
minimize RF leakage which could cause interference.
(e) All antenna, power and phone cables shall be routed to the base
station in a neat manner using routes provided for that purpose. All
phone lines shall use shielded cable properly grounded.
(f) All stations are to obtain power from the power panel and/or AC
receptacle provided for their specific use.
(g) All RF equipment cabinets must be grounded to the site ground system
using copper strap or ribbon cable with cadweld or silver solder
connections.
(h) All antenna lines shall be electrically bonded to the tower at the
antenna and at the bottom of the tower using grounding kits
installed per manufacturer's specifications, and all antenna
brackets must be pre-approved.
(i) All equipment cabinets shall be identified with a typed label
under plastic on which the Lessee's name, address and 24-hour phone
number must be listed, in addition to a copy of Lessee's FCC
license.
(j) Monitor speakers shall be disabled except when maintenance is being
performed.
(k) All antenna lines will be tagged within twelve (12) inches of the
antenna, at the entrance to the building, at the repeater or base
station cabinet, and/or at the multicoupler/combiner ports.
(l) No drilling, welding or alteration of the tower is permitted for any
reason.
(m) All ferrous metals located outside of the building or on the tower
shall be either stainless steel or hot-dipped galvanized, not
plated.
(n) Painted towers will require the painting of feedline by the Lessee
prior to or before completion of the install.
4. General: Lessee must comply with any applicable instructions regarding any
site security system.
(a) Gates shall remain closed at all times unless entering or exiting
the premises. When leaving the building, ensure that all doors are
locked and the security system is armed.
(b) Any tower elevator may be used only after receiving proper
instruction on its use, signing a waiver and receiving authorization
from the Lessor.
(c) This lease does not guarantee parking space. If space is available,
park only in the designated areas. Do not park so as to block any
ingress or egress except as may be necessary to load or unload
equipment. Parking is for temporary use while working at the site.
(d) Do not adjust or tamper with the thermostats or HVAC systems.
(e) Access to the building roof is restricted to authorized maintenance
personnel.
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EXHIBIT B
to
PINNACLE TOWERS INC. MASTER ANTENNA SITE LEASE #130
INSURANCE FOR LESSEE AND LESSEE'S CONTRACTORS AND SUBCONTRACTORS
Lessee, its contractors and its subcontractors will provide certificates of
insurance with Lessor named as "additionally insured" on policies except workers
compensation showing the insurance in force with a thirty (30) days day notice
of cancellation, non-renewal or material change. Certificate must be site
specific. In addition, it is the Lessee's responsibility to communicate to
Lessor, forty-eight (48) hours in advance, when any work (other than emergency
work) will be taking place at tower site. Coverage for contractors and
subcontractors are as follows:
Lessee will require contractors working on the leased site in the capacity of
General Site Maintenance limited to:
(a) Grounds and vegetation maintenance and installation not requiring
heavy equipment.
(b) Minor repairs and installations to existing facilities (locks,
plumbing, fencing, air conditioning, etc.) will carry an
umbrella/excess liability in excess of the business automobile,
commercial general liability and workers compensation of a minimum of:
Each occurrence limit $1,000,000.00
General aggregate limit $1,000,000.00
Lessee will require contractors working at the tower site only but not on the
tower itself, excluding the above functions, to carry an umbrella/excess
liability in excess of the business automobile, commercial general liability and
workers compensation with total minimum limits of:
Each occurrence limit $3,000,000.00
General aggregate limit $3,000,000.00
Lessee will require contractors working at the tower site in any capacity which
requires climbing the tower, to carry an umbrella/excess liability in excess of
the business automobile, commercial general liability and workers compensation
totaling a minimum of:
Each occurrence limit $5,000,000.00
General aggregate limit $5,000,000.00
The Lessee and Lessee's representatives, contractors and independent
contractors, are not related to the Lessor other than by this lease of space at
the site.
Insurance: Before commencement of any lease term under the schedule, Lessee,
its contractors and subcontractors operations shall procure and maintain
insurance coverage covering all of Lessee's, its contractors and subcontractors
operations and activities in, upon or in conjunction with the leased premise.
The insurance shall be provided in companies legally qualified to transact
business in the State where the site is located in companies with and AM Best
Rating of A-: VIII or greater with the following minimum limits.
Property: Lessee is responsible for insuring for all loss or damage to their
property or the property of others for which they are responsible including
loss of use or business interruption. Lessor assumes no responsibility for
damage occurring to Lessee's, Lessee's contractors and/or subcontractors real,
personal property and/or business interruption regardless of location.
Business Automobile Liability: Bodily Injury and Property Damage Liability or
owned, hired and non-owned vehicles:
Combined Single Unit $1,000,000.00
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EXHIBIT B (CONT.)
to
PINNACLE TOWERS INC. MASTER ANTENNA SITE LEASE #130
INSURANCE FOR LESSEE AND LESSEE'S CONTRACTORS AND SUBCONTRACTORS
COMMERCIAL GENERAL LIABILITY: Including but not limited to bodily injury
liability, property damage liability, products and completed operations
liability, broad form property damage liability and personal injury liability:
Policy Form Occurrence
General Aggregate Limit $1,000,000.00
Products & Completed Operations Limit $1,000,000.00
Personal Injury & Advertising Injury Limit $1,000,000.00
Each Occurrence Limit $1,000,000.00
Fire Damage Limit $ 50,000.00
Medical Expense Limit 5,000.00
WORKERS COMPENSATION:
Requirements for the State of the site location Statutory
Employers Liability
Limit each accident $ 100,000.00
Limit disease aggregate $ 500,000.00
Limit disease each employee $ 100,000.00
Lessor shall be added as an additional insured on Lessee's policies except
workers compensation. A certificate of insurance naming the Lessor as an
additional insured and showing the insurance in force shall be delivered to
the Lessor with a thirty (30) day notice of cancellation, non-renewal or
material change. Lessee agrees that the insurance coverage's outlined above
may be maintained pursuant to master policies of insurance covering the
specific site locations but requires that limits shall not be reduced at the
Lessor's site by activities at the Lessee's other sites or operations. Limits
of coverage are named site specific.
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