MASTER ANTENNA SITE LEASE NO. D41
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LESSOR: PINNACLE TOWERS INC. LESSEE: TRITEL COMMUNICATIONS, INC.
0000 XXXXXXXX XXXXXXXXX 0000 XXXXXXXXXX XXXX
XXXXX XXXXX XXXXXXX, XX 00000-0000
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 Xxxxxx 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. So long as Lessee has made the rental payments provided for in the
specific Schedule, the Lessee shall have quiet enjoyment of the site or sites
described in each Schedule.
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.
3. RENT.
(a) Lessee shall pay rent at the rate(s) specified in a Schedule.
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., P.O. Box 550094, Tampa, FL
33655-0094 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, Xxxxxx
has the option to charge a late fee equal to the greater of [CONFIDENTIAL
TREATMENT REQUESTED] or [CONFIDENTIAL TREATMENT REQUESTED] per month of the
amount due.
(c) Any security deposit required 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 Xxxxxx, a license is denied, and Xxxxxx 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 Xxxxxx, Lessee will bear the expense
for Lessor to
re-tool the locks, reprogram the security system, and provide new keys and/or
keycards for all authorized persons. Lessee shall provide Lessor the name of
Xxxxxx'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, which approval shall not be
unreasonably withheld, delayed or conditioned. All contractors and
subcontractors of Lessee who perform any services on the leased premises must be
approved by Lessor in advance which approval shall not be unreasonably withheld,
delayed or conditioned 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 substances 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, to the extent that Lessor or such lessee had equipment
installed at the site prior to the execution of the particular Schedule (the
"Present Users") 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 to the
legally and properly tuned and operating equipment of the Present Users, 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 Xxxxxx shall have the right to terminate this
Lease. Provided Lessee's equipment is operating properly, if the operations of
any equipment installed after Xxxxxx's equipment cause objectionable
interference to Xxxxxx's operation, then Lessor shall require the interfering
lessee or party 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.
(g) Lessor makes no guaranty or warranty, including any implied
warranty of merchantability or fitness for a particular use except as
specifically stated in this Agreement or the Schedules. 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) Insurance requirements for Lessee and Xxxxxx's
contractors contained in exhibit B. (b) Insurance requirements for Lessor and
Lessor's contractors contained in exhibit C.
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 Xxxxxx'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 XXXXXX.
(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, which approval shall not be unreasonably withheld, delayed
or conditioned. 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, provided however, that any cabinets, equipment shelters, equipment,
antennae, antennae systems, etc. shall remain the property of Lessee.
(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, which
approval shall not be unreasonably withheld, delayed or conditioned 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. Notwithstanding the foregoing, the
Lessee shall have the right to perform and do routine maintenance upon its
equipment.
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
Xxxxxx 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 Xxxxxx's antenna and 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 Xxxxxx's equipment, or for financial loss due to
business interruption, unless by Xxxxxx'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, Xxxxxx
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 Xxxxxx 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
Xxxxxx 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. (a) 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 caused by the negligence, willful misconduct or gross negligence
of Lessor or its contractors, subcontractors, agents, employees or
representatives.
(b) Lessor shall indemnify, hold harmless, and defend Lessee 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 Lessor or its
contractors, subcontractors, agents, or representatives in or around the leased
premises or any breach of this Lease by Lessor, except to the extent such
liabilities are caused by the negligence, willful misconduct or gross negligence
of Lessee or its contractors, subcontractors, agents, employees or
representatives.
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, delayed. or conditioned. 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 XXXXXX. 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. If any default cannot
be reasonably cured within thirty (30) days, Lessee will not be deemed to be in
default if Lessee commences curing such default and thereafter diligently
pursues such cure to completion. 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 XXXXXX. If Lessor fails to cure any monetary defaults
within ten (10) days of written notice from the Lessee, or fails to comply with
any other term of this Lease and does not cure such other failure within thirty
(30) days after Lessee provides Lessor with written notice, Lessee shall have
the option to terminate this Lease or any Schedule, or to pursue any other
remedy available to Lessor under this Lease or otherwise provided by law or
equity, including without limitation an action for damages. If any default
cannot be reasonably cured within thirty (30) days, Lessor will not be deemed to
be in default if Lessor commences curing such default and thereafter diligently
pursues such cure to completion.
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, Xxxxxx 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 Xxxxxx, 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.
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 Xxxxxx 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.
[SIGNATURE PAGE ONLY]
IN WITNESS THEREOF, this Xxxxx has been duly executed and delivered by Xxxxxx
and Xxxxxx on the date indicated below.
LESSOR: PINNACLE TOWERS INC.
WITNESS:____________________________ BY:_______________________________
Xxxxxxxx X. Xxxxxxxx
Regional Sales Manager
WITNESS:____________________________ DATE:_____________________________
LESSEE: TRITEL COMMUNICATIONS, INC.
WITNESS:____________________________ BY:_______________________________
Xxxxx X. Xxxxxxxx, Xx.
Executive Vice President, COO
WITNESS:____________________________ DATE:_____________________________
EXHIBIT A
TO
PINNACLE TOWERS INC. MASTER ANTENNA SITE LEASE #D41
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. Such approvals must not be unreasonably withheld,
delayed or conditioned. Lessee shall provide the Lessor such plans and in the
event that the Lessor does not object to such plans prior to the expiration of
thirty (30) days, the Lessor will be deemed to have approved such plans. 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.
EXHIBIT B
TO
PINNACLE TOWERS INC. MASTER ANTENNA SITE LEASE #D41
INSURANCE FOR LESSEE AND XXXXXX'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 Lessee, Xxxxxx's
contractors and subcontractors are as follows:
Insurance: Before commencement of any lease term under the schedule, Lessee,
Xxxxxx's 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 an AM Best
Rating of A-: VIII or greater with the following minimum limits.
Lessor shall be added as an additional insured on Xxxxxx'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.
Xxxxxx 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.
Primary Insurance Requirements - Lessee and all Lessee's contractors and / or
subcontractors.
Property: Xxxxxx 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 Xxxxxx's, Xxxxxx'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:
Combine Single Limit $ 1,000,000.00
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
EXHIBIT B (CONT.)
TO
PINNACLE TOWERS INC. MASTER ANTENNA SITE LEASE # D41
INSURANCE FOR LESSEE AND XXXXXX'S CONTRACTORS AND SUBCONTRACTORS
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
Excess Insurance Requirements - Lessee and all Lessee's contractors and / or
subcontractors - Specific Functions
Lessee will require contractors working on the leased site in the capacity of
General Site Maintenance limited to: Grounds and vegetation maintenance and
installation not requiring heavy equipment. 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 of a minimum of:
Each occurrence limit $5,000,000.00
General aggregate limit $5,000,000.00
The Lessee and Xxxxxx's representatives, contractors and independent
contractors, are not related to the Lessor other than by this lease of space at
the site.
ANTENNA SITE LEASE SCHEDULING NO.: 070210006D4101
MASTER ANTENNA SITE LEASE NO.: D41
Lease Reference:
Page (1) of (2)
This Antenna Site Lease Schedule is an integral part of the Master Antenna Site
Lease referred to above, the terms of which are hereby incorporated herein. If
there is a conflict between the terms of this Schedule and the Lease, this
Schedule shall prevail.
LESSOR: Name: Pinnacle Towers Inc.
Address: 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxx/Xxxxx/Xxx: Xxxxxxxx, XX 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
LESSEE: Name: Tritel Communications, Inc.
Address: 0000 Xxxxxxxxx Xxxx
Xxxx/Xxxxx/Xxx: Xxxxxxx, XX 00000-8003
Entity Type: Corporation Business Type: PCS
Contact(s): Xxx Xxxxxx
Phone: (000) 000-0000 Fax: (000)000-0000
SITE: Name: Clarksville (#0210-006)
Address: Xxxxxxx Court
City/County/State: Clarksville/Xxxxxxxxxx/TN 37040
Coordinates: Latitude: 36-35-26.93 Longitude: 087-20-48.18
INITIAL MONTHLY RENTAL RATE: $[CONFIDENTIAL TREATMENT REQUESTED] per month plus
any additional rent as specified herein.
STRUCTURAL ANALYSIS FEE: $[CONFIDENTIAL TREATMENT REQUESTED] (Engineering
assessment letter only) due prior to commencement of Initial Term. Lessor hereby
warrants that it shall commence in good faith efforts to structurally analyze
improve if be necessary, the above named facility, for use by Lessee in the
operation of its communications systems as described herein.
INITIAL TERM: Five (5) years commencing on the earlier of the start date of
installation, but not later than December 1, 1998.
RENEWAL TERM(S): Five (5 ) automatic terms of five (5) years each unless written
notice is given by Lessee to Lessor ninety (90) days prior to the end of the
then-current term, of Xxxxxx's intent to not renew next term.
ESCALATION FEE: An annual [CONFIDENTIAL TREATMENT REQUESTED] escalation fee or
will automatically go into effect each anniversary of the "commencing" date
throughout the initial and each successive term.
INSURANCE: Within five (5) days from the signing of this agreement, Lessee will
provide Lessor with a "Certificate of Insurance" naming Pinnacle Towers Inc. as
"Additionally Insured". Such certificate will be specific to this site only and
shall carry general liability in the amounts as specified on attached Exhibit
"B" titled "Insurance for Lessee's Contractors and Subcontractors".
UTILITIES: Lessee shall be solely liable for all utility expenses relating to
its installation and equipment. Lessee's electrical service shall be separately
metered, and Lessee shall be fully responsible for all costs associated with
metering, including the cost of its installation and usage.
GROUND SPACE: The placement of Lessee's slab and / or building on available
ground space must be pre-approved by Lessor prior to installation. No changes to
this placement shall be allowed without prior written approval. All
pre-installation of said pad will be coordinated through the appropriate site
manager of said facility. No changes to this placement slab/platform will be
allowed without prior approval from Lessor. Lessee shall be solely liable for
all expenses related to installation of said pad/platform as well as
modifications to compound fending to enclose Lessee's equipment.
PARTIAL INVALIDITY: The invalidity of one or more phrases sentences, clauses,
sections or articles contained in this Schedule shall not affect the remaining
portions so long as the material purposes of this Schedule can be determined and
effectuated.
Lessee's FCC License/Call Sign:____________Expiration Date:_______________
INITIALS:_________
ANTENNA SITE LEASE SCHEDULE NO.: 070210006D4101
MASTER ANTENNA SITE LEASE NO.: D41
Lease Reference:________________________
Page (2) of (2)
[X] Lessee owned antenna(s) OR _____________Multiplexer port of Lessor's antenna
(1) TO BE INSTALLED ON TOWER:
# of Antennas: 6 # of Feedlines: 6
Ant # 1 -6 Transmit: [X] Receive: [X]
Mounting Height: 290 feet Tower leg: _____ Antenna Weight:_____ lbs ea
Antenna Mfg/Model: DAPA / 59000 Length: 70.3"
Antenna Mount: Pipe Mount Fix 904 Weight: 14.6 lbs .
Feedline Mfg/Type: Xxxxxx Xxxxxxxx: 1-5/8"
(2) TO BE INSTALLED: LESSEE'S BUILDING / OUTDOOR PAD/SLAB: [X]
Equipment Mfg/Model: Lucent PCS TDMA Type III Digital:[X]
Type (Terminal, Transmitter, Repeater, etc,): PCS Radio Base Station
# of Cabinets: 2 # of Channels: 3 Ground Space Requested: 9x 13 or 117 sq ft
Power Requirements (Voltage): 220 Volts AC BTU Requirements: N/A
Required AC Breaker Amps: 125 AC Line Voltage: 220
Transmit Power of Equipment: 30 Xxxxx Effective Radiated Power (ERP): 375 Xxxxx
Transmit Frequencies: PCS "B" Band
Receive Frequencies: PCS "B" Band
Filters/Duplexers: _______________
D) TOWER CREW
Company Name: ______________Contact Name: ____________Phone #: __________Fax #:
INSTALLATION: 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. 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.
NOTE:
-----
For additional site standards please refer to attached Exhibit "A" titled
"Antenna Site Standards" For additional insurance requirements, please refer to
attached Exhibit "B" titled "Insurance for Lessee's Contractors and
Subcontractors".
THIS SCHEDULE CONTAINS, IN ITS ENTIRETY, LESSEE'S INVENTORY OF EQUIPMENT
SPECIFTC TO THIS RENTAL AGREEMENT.
LESSOR: PINNACLE TOWERS INC.
WITNESS:_______________________________ BY:___________________________________________
Xxxxxxxx X. Xxxxxxxx, Regional Sales Manager
WITNESS:_______________________________ DATE:_________________________________________
LESSEE: TRITEL COMMUNICATIONS, INC.
WITNESS:_______________________________ BY:____________________________________________
WITNESS:_______________________________ DATE: October 19, 1998
Xxxxx X. Xxxxxxxx, Xx.
PRINT NAME & TITLE Executive Vice President/
Chief Operating Officer
ADDENDUM
MASTER LEASE #D41
PAGE 1 OF 2
Notwithstanding anything to the contrary contained in the master lease, Xxxxxx
and Xxxxxx agree to the following caveats:
1. Notwithstanding anything contained in Paragraph 5(c), Xxxxxx maintains the
right to perform routine maintenance on its equipment at the Site without
the prior notice to and the consent of the Lessor.
2. Notwithstanding anything contained in Paragraph 5(g) , Xxxxxx is unable to
unilaterally determine that each site is or will be suitable for its
purposes. Xxxxxx agrees however, by virtue of each executed Site specific
Lease Schedule that it thereby individually acknowledges Site suitability
and acceptability.
3. Notwithstanding anything contained in Paragraph 10(c), Lessor shall not be
responsible for any incidental or consequential damages incurred resulting
from (i) Lessee's (or any party claiming by, through or under Lessee) use
or Xxxxxx's (or any party claiming by, through or under Lessee) inability
to use the Premises (or any portion thereof), or from (ii) damage to
Lessee's (or any party claiming by, through or under Lessee) equipment
which is caused by the negligence of Lessor. Lessee shall not be
responsible for any incidental or consequential damages incurred resulting
from (I) Lessor's (or any party claiming by, through or under Lessor) use
or Lessor's (or any party claiming by, through or under Lessor) inability
to use the Property, the Tower or the Premises (or any portion thereof) or
from (ii) damage to the Tower, the Property, the Premises, or equipment or
property of the Lessor (or any party claiming by, through or under the
Lessor) which is caused by the negligence of Xxxxxx.
4. Lessor hereby represents and warrants to Lessee that Lessor has good and
marketable title to its leasehold interest in the Premises on each schedule
and to its interest in an access easement and utility easement to each site
on each schedule and that it has complete, good and marketable access to
each site on each schedule, free and clear of all liens and encumbrances
except those described herein to each Schedule. Lessor will warrant and
defend the same to Xxxxxx against the claims and demands of all persons and
entities. Lessor, upon request of Xxxxxx, will make available to Lessee any
and all title insurance policies or commitments regarding each site on each
Schedule as may be in Lessor's possession. Further, Lessor will assist
Lessee, at no cost or expense to Lessor, in obtaining a commitment or title
insurance policy covering the Premises on each site on each schedule.
Lessor further represents and warrants that all utilities (including
without limitation telephone and electricity) are connected to and
available at each site on each Schedule.
5. Lessor hereby represents and warrants that all operations conducted by
Lessor in connection with the Tower and the premises located on each
Schedule meet all applicable state, federal, county, and local codes and
regulations and that all permits and approvals necessary for the operation
of each tower and communications facility at each site on each Schedule
have been obtained, are in full force and effect and have not been
rescinded, modified, revoked, altered or terminated. Lessor agrees that it
will conduct its operations in the future in accordance with all such codes
and regulations. Lessor is not required to obtain any consent under any
ground lease, mortgage, deed of trust, or other instrument encumbering the
leased premises located on each Schedule in order for Lessee to construct,
operate, maintain, or access Lessee's communications facility on each site
on each Schedule.
6. During the term of the Lease, Lessee will substantially comply with all
applicable state, federal, county, and local laws, codes, and regulations
relating to Lessor's use of the leased premises on each Schedule. Lessor
will not commit or suffer to be committed any waste on the Premises or any
nuisance on each site on each Schedule.
Master Lease #D41
PAGE 2 OF 2
7. Pursuant to paragraph 20(g), the terms and conditions of the Lease will be
governed by the laws of the State within which the Leased Premises is
located.
LESSOR: PINNACLE TOWERS INC.
WITNESS:_______________________________ BY:___________________________________________
WITNESS:_______________________________ DATE:_________________________________________
LESSEE: TRITEL COMMUNICATIONS, INC.
WITNESS:_______________________________ BY:____________________________________________
XXXXX X. XXXXXXXX, XX.
EXECUTIVE VICE PRESIDENT/
CHIEF OPERATING OFFICER
WITNESS:_______________________________ DATE:__________________________________________
ANTENNA SITE LEASE SCHEDULE #055097001N0003
MASTER ANTENNA SITE LEASE NO.: D41
TriTel Ref #
Page (1) of (2)
This Antenna Site Lease Schedule is an integral part of the Master Antenna Site
Lease referred to above, the term of which are incorporated herein. If there is
a conflict between the terms of this Schedule and the Lease, this Schedule shall
prevail.
LESSOR: Name: Pinnacle Towers Inc. Phone: (000)000-0000
Address: 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx Floor Fax: (000)000-0000
City/State/Zip: Sarasota, FL 34236
Phone: (000) 000-0000
LESSEE: Name: TriTel Communications, Inc.
Address: 0000 Xxxxxxxxxx Xxxx Fax: (000)000-0000
City/State/Zip: Jackson, MS 39213-8003
Entity Type: Business Type: Corporation Business Type: PCS
CONTACT(S): Xxxxxx Xxxx, AgentMgr (SpectraSite); E/M: xxxxx@xxxxxxxxxxxxxxxxxxx.xxx / P: 000-000-0000 / F:
000-000-0000 Xxx Xxxxxx, Dir/Site Acquis (TriTel) E/M: xxxxxxx@xxxxxxxxx.xxx; Phone: 000-000-0000
/ F: 000-000-0000
SITE: Name: Ridgeland *
Power Requirements: 220 Volts AC BTU Requirements: N/A
Required AC Breaker Amps: 100 Amps
AC Line Voltage: 220 Volts
Maximum AC Current Draw @ Given Line Voltage: 42 Amps
Transmit Power of Equipment: 30Watts
Effective Radiated Power (ERP): 500 Xxxxx
# of Channels: PCS "B" Block
Transmit Frequencies: 1950 - 1965 MHz
Receive Frequencies:1870 - 1885 MHz
Filters: As required Note: N/A .
C) TOWER CREW... Company Name: _______________________________________________
Contact Name: ____________________ Phone #: _____________ Fax #:______________
NOTE: * THE PLACEMENT AND SIZE OF LESSEE'S SLAB AND/OR BUILDING ON AVAILABLE
GROUND SPACE WILL BE PRE-APPROVED BY LESSOR PRIOR TO INSTALL AND SHALL BE
INCLUDED IN THIS SCHEDULE AS "EXHIBIT B". NO CHANGES TO THIS PLACEMENT SHALL BE
ALLOWED WITHOUT PRIOR APPROVAL AND AN AMENDED "EXHIBIT B" TO THIS SCHEDULE.
LESSEE SHALL BE SOLELY LIABLE FOR ALL UTILITY COSTS RELATING TO THE INSTALLATION
AND OPERATION OF ITS EQUIPMENT. LESSEE'S SERVICE SHALL BE SEPARATELY METERED AND
LESSEE SHALL BE FULLY RESPONSIBLE FOR ALL COSTS ASSOCIATED WITH THE INSTALLATION
OF THAT METER AND ITS USAGE.
THIS SCHEDULE CONTAINS, IN ITS ENTIRETY, LESSEE'S LISTING OF EQUIPMENT AT THIS
SITE.
LESSOR: PINNACLE TOWERS INC.
WITNESS:_______________________________ BY:___________________________________________
Xxxxxxx X. Xxxxxxx
Senior Regional Sales Manager
WITNESS:_______________________________ DATE:_________________________________________
LESSEE: TRITEL COMMUNICATIONS, INC.
WITNESS:_______________________________ BY:____________________________________________
Xxxxx X. Xxxxxxxx, Xx.
Executive Vice President & COO
WITNESS:_______________________________ DATE:__________________________________________
EXHIB1T A
TO
PINNACLE TOWERS INC.
ANTENNA SITE LEASE SCHEDULE #055097001N0003
MASTER ANTENNA SITE LEASE NO.: D41
TriTel Ref #
Page (1) of (2)
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 Lessee, Xxxxxx's
contractors and subcontractors are as follows:
Insurance: Before commencement of any lease term under the schedule, Lessee,
Xxxxxx's 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 an AM Best
Rating of A-: VIII or greater with the following minimum limits.
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.
Xxxxxx 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.
Primary Insurance Requirements - Lessee and all Lessee's contractors and / or
subcontractors.
Property: Xxxxxx 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 Xxxxxx's, Xxxxxx'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 Limit $ 1,000,000.00
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
INITIALS: __________/____________
EXHIBIT A
TO
PINNACLE TOWER INC.
ANTENNA SITE LEASE SCHEDULE #055097001N0003
MASTER ANTENNA SITE LEASE NO.: D41
TriTel Ref #
Page (2) of (2)
INSURANCE FOR LESSEE AND LESSEE'S CONTRACTORS AND SUBCONTRACTORS (CONTINUED)
----------------------------------------------------------------------------
Excess Insurance Requirements - Lessee and all Lessee's contractors and / or
subcontractors - Specific Functions:
Lessee will require contractors working on the leased site in the capacity of
General Site Maintenance limited to: Grounds and vegetation maintenance and
installation not requiring heavy equipment. 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 fianctions, 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 of a minimum of:
Each occurrence limit $5,000,000.00
General aggregate limit $5,000,000.00
The Lessee and Xxxxxx's representatives, contractors and independent
contractors, are not related to the Lessor other than by this lease of space at
the site.
INITIAL:_________/___________
