EXHIBIT 10.23
MASTER TOWER SITE LEASE AGREEMENT
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THIS MASTER TOWER SITE LEASE AGREEMENT ("Master Lease") is entered to this
28th day May of, 1998 between AT&T Corp. on behalf of itself affiliated AT&T
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Communications companies, Landlord") and Triton PCS Property Company L.L.C., on
behalf of itself and its affiliated companies. ('Tenant').
1. PREMISES
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Subject to following terms and conditions, Landlord agrees to lease to
Tenant certain space on one or more of Landlord's towers together with
sufficient rented space in Landlord's equipment building, equipment module, or
on Landlord's land (Property). Each tower location is described in the site
supplements attached as Exhibit A, with each tower site identified separately on
individual pages of Exhibit A. Tenant's use of the property shall be limited to
the described portion of the Property together with easements for access and
utilities corresponding to the sites identified in Exhibit A. Upon receipt of
written communication by Tenant of the desire to add tower sires to this Maser
Lease, Landlord shall provide Tenant with the Tenant Specifications Document to
be completed by Tenant. Upon receipt of the completed document, Landlord shall
evaluate the feasibility of utilization of the site. Landlord may decline an
additional sire lease for its own business purpose or if there is not adequate
space to accommodate Tenant's equipment, antennas and appurtenances.
2. MASTER LEASE TERM AND RENEWAL
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The initial term of the Master Lease shall commence on the date set forth
above ("Commencement Date"). The Master Lease shall terminate at Midnight on
the last day of the month in which the fifth annual anniversary of the
Commencement Date shall have occurred. The Master Lease shall renew
automatically for one additional five (5) year term unless Tenant shall give
written notice of its intention not to exercise any option to renew, at least
one hundred twenty (120) days prior to the expiration date of the Initial term,
in which case the term of the Master Lease shall expire as set forth above.
3. SITE SUPPLEMENT TERM AND RENEWAL
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The initial term of each Site Supplement is five (5) years. A Site
Supplement shall become effective one (1) day after the date Landlord has
completed special construction as set forth in Exhibit E.. ("Effective Date").
Tenant may request renewal of any Site Supplement for up to three successive
terms for five (5) years each. Tenant may request an extension of the Site
Supplement for an additional five (5) year term by giving notice of the renewal
request in writing at least six (6) months prior to the expiration of the
current term. Notwithstanding the expiration of the Master Lease, its terms and
conditions shall continue to apply to each Site Supplement until the Site
Supplement term expires. The renewal shall be on the same terms and conditions
as set forth in this Master Lease, except that the Rent shall be the greater of
***** of the Fair Market Rent for leases of towers of comparable quality in the
area or the current Rent plus a percentage equal to the percentage increase in
the Consumer Price Index as published by the Bureau of Labor Statistics of the
United States Department of Labor for Urban Wage Earners and Clerical Workers
for All Items ("CPI-W"). If Tenant has not notified Landlord of its desire to
extend the then current term of the Site Supplement at least six (6) months
prior to the end of the current term, the Site Supplement shall continue in
force upon the same terms and conditions as set forth in the Master Lease for a
further term of one (1) year and for annual terms thereafter until terminated by
either Party by giving to the other written notice of its intention to so
terminate at least six (6) months prior to the end
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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.
of such term. Rent for the one-year term shall be due monthly and shall be equal
to one hundred and fifty percent of the rent paid for the last month of the
immediately preceding term.
4. RENT.
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(a) Tenant shall pay Landlord, as rent, the sum identified for each site as
set forth in Exhibit C. Rent shall commence for each Site Supplement after
Landlord has completed Special Construction as set forth in Exhibit E. Rent
shall be due annually in advance, payable to AT&T Corp., at Landlord's address
specified on the invoice. Rent shall be adjusted 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 subsequently executed
Site Supplements, do not include taxes. Customer 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, 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 19, 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.
(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 Rents 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 Facilities or
Communications System") 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 effective date)
obtain a title report, perform surveys, soil 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 effective date, 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 consistent with the
requirements in paragraph 11, prior to conducting any on-site activities, such
as feasibility testing and site suitability assurance.
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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) 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 and assure its' review and approval by Landlord. Tenant will determine
that the Property Is suitable for Tenant's facilities and intended use. Landlord
makes no representations that the Property In suitable for Tenant's facilities
and intended use.
(c) Prior to execution of or during the term of the Master Lease, Tenant
shall, if requested by Landlord, execute a Non-Disclosure Agreement which will
be attached hereto as Exhibit D.
6. INTERFERENCE.
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Tenant shall not use the Property in any way which Interferes with the use
of the Property by Landlord, the provision of services to Landlord's customers,
or the use of Property by 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 Landlords Properties in any way which
Interferes with the operation of Tenant. Such Interference shall be deemed a
material breech by the interfering party who shall, upon written notice from the
other, be responsible for terminating said interference. It is expressly
acknowledged and agreed that the obligation to terminate such interference shall
be on the party that is the last to lease space on Landlord's Property. In the
event any such interference does not cease promptly, the parties acknowledge
that continuing interference may cause irreparable injury and, therefore, the
injured party shall have the right, in addition to any other rights that it may
have at law or In equity, to bring an action to enjoin such interference or to
terminate the Site Supplement for the affected location immediately upon written
notice.
7. RELOCATION OF LICENSED SPACE.
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Landlord reserves the right to change the location of Tenants antennas or
other equipment upon one hundred eighty (180) days written notice to Tenant.
Upon determination by Landlord that Tenant's Communications Facilities must be
relocated, Landlord will, in good faith, attempt to relocate Tenants
Communications Facilities to space mutually acceptable to Landlord and Tenant,
If agreement cannot be reached. Landlord shall determine the relocated space to
be used. Landlord, at its' own expense, will relocate to the extent necessary,
the antenna. Cabling and any equipment that was installed by or on behalf of
Tenant; however, such relocation will not adversely affect the effectiveness of
Tenants Communications Facilities at the tower site. Should such relocation
adversely affect the effectiveness of Tenant's Communications Facilities at the
tower site, Tenant shall have the right to terminate the Site Supplement for the
affected location immediately upon written notice.
8. IMPROVEMENTS; UTILITIES; ACCESS; INSPECTION
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(a) Upon written approval by Landlord, Tenant shall have the right, at its
expense, to construct, maintain, install, relocate and remove improvements,
personal property and 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 Exhibit E.
(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
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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 for which Landlord has given
written approval. Upon written approval of Landlord, Tenant shall have the right
to replace or upgrade antennas or equipment at any time during the 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 shall remain the exclusive personal property of
Tenant. Upon written approval of Landlord, 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 and/or module, upon written approval of
Landlord.
(e) Each antenna must be identified by a metal tag fastened securely to its
bracket on the Tower and each transmission line shall be tagged at the conduit
opening where it enters Landlord's building,
(f) Unless otherwise specified by the Landlord, Tenant shall, at Tenants
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. 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 coats will be due
to Landlord within 30 days of the date of the final invoice for these costs.
(g) Landlord covenants that it will keep the Tower In good repair as
required by federal law, including the Telecommunications Authorization Act of
1992, 102 X.X. 000, 000 Xxxx. 0000 (1992) and amendments to Sections 303(g) and
503(b) (5) of the Communications Act of 1934. Landlord shall also comply with
all rules and regulations promulgated by the Federal Communications Commission
and the Federal Aviation Agency with regard to the lighting, marking. painting
of towers or other requirements, as well as local state and other federal laws.
If Landlord falls 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 annual rental payment.
(h) Tenant shall pay any additional utilities charges due to Tenant's use
of the Property. Upon receipt of Landlords prior written approval, Tenant shall
have the right to install utilities, at Tenants 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 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.
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
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Property adequate to service the Property, antennas and other equipment. Any
Easement provided hereunder shall have the same term 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 requirement of this Master Lease or
applicable Site Supplement, 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.
9. LABOR RELATIONS
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(a) Whenever Tenant has knowledge that a labor dispute is delaying or
threatens to delay the timely performance of work at the Property, Tenant shall
immediately notify Landlord (both orally and in writing).
(b) Tenant shall suspend all work activities when Landlord, in its sole
judgment, determines that entering or leaving the work site will create a new
labor dispute or impact an existing labor dispute for Landlord or for Tenant.
Upon that occurrence and notification by Landlord, Tenant shall enter and depart
the work site only with police or other law enforcement agency escort. Tenant
agrees to assume all costs associated with the escort services when Tenant
proceeds with work under these circumstances. Tenant further assumes sole
responsibility for all risks associated with conducting work activities under
these circumstances.
10. 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 if the other
party defaults or violates any term or condition of this Master Lease or any
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 shall not have obtained all Governmental Approvals for a Site
Supplement as specified In (5.a) above, after having made a good faith effort,
then Tenant shall, by notice to Landlord, have the right to cancel all rights
and obligations under this Master Lease pertaining to that Site Supplement,
provided Tenant reimburses Landlord for actual and other preparatory expenses
incurred.
(d) If Tenant, after the Effective Date. having made good faith effort,
fails to obtain any license, permit or Governmental Approval necessary for the
construction and/or operation of the antennas and other equipment of Tenants
business, tenant shall be obligated to pay Landlord the balance of the remaining
Rent due for said current year. Tenant shall also reimburse Landlord for all
actual and other preparatory expenses Incurred.
(e) Upon twenty-four (24) month's written notice by Landlord In the event,
(1) Landlord desires to sell a tower site
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without the tower and appurtenant equipment buildings; or (2) Landlord requires
the space occupied on the tower by Tenant for Landlord's reasonable business
purposes or the reasonable business purposes of Landlord's affiliates.
(f) Immediately upon written notice if the Property or the antennae or
equipment are 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. If
Tenant elects to continue the affected Site Supplement, all Rent shall xxxxx
until the Property and/or antennas and other equipment are restored to working
condition.
(g) 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.
(h) For the reasons specified in Paragraph 6.
11. INSURANCE AND SUBROGATION.
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(a) Prior to work commencing, including feasibility testing and site
suitability assurance described in Paragraph 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:
Comprehensive 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.
At 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 Antenna 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) 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 part 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.
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(d) If approved for use by Landlord, Tenant shall require its contractors
and subcontractors to carry workers' compensation insurance and adequate
liability insurance in conformity with the minimum requirements listed above.
12. 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.
13. 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 use of the Property pursuant to this Master Lease and any Site
Supplement or activities undertaken pursuant to this Master Lease or any Site
Supplement (including, without limitation, the installation, construction,
operation. maintenance, repair or removal of Tenant's Communication's
Facilities), except to the extent due to the Landlord's negligent acts or
omissions or those of its servants or agents.
(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 any Site Supplement 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 of 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;
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(3) any failure by Tenant to satisfy all claims for labor, equipment,
materials and other obligation relating to the performance of the
work under this Master Lease or any Site Supplement;
(f) Tenant will indemnity Landlord for any taxes levied upon Landlord
resulting from Tenant's use of the Property.
14. 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
described In Exhibit F. 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 In Exhibit F, 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, coats, 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 during this
Master Lease or any Site Supplement and from all activities on the Property
prior to commencement of this Master Lease or any Site Supplement.
The indemnification in this section specifically include, but are not
limited to, costs incurred In connection with any investigation of site
conditions or any cleanup, remedial, removal or restoration work required by any
governmental authority.
15. 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, benefits, 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,
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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 an
Site Supplement without Landlord's written consent.
Tenant may not sublet any Property under this Master Lease or any Site
Supplement.
16. 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; (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 the Master Lease
will not violate any laws, ordinances, covenants, or the provisions of any
mortgage lease, or other agreement binding on Landlord.
17. TAXES.
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Tenant shall pay any personal property taxes assessed on, or any portion of
such taxes attributed 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 Effective
Date, 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.
18. CONFIDENTIALITY.
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The parties shall keep confidential the terms and conditions of this Master
Lease and any Site Supplement, 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.
19. DISPUTES RESOLUTION.
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If a dispute arises out of or relates to this Master Lease or any Site
Supplement or breach thereof, and the dispute cannot be settled through
negotiation, the parties agree to submit the dispute to a sole mediator selected
by the parties. If not thus resolved, the parties sole remedy shall be to
submit the dispute to a sole arbitrator selected by the parties within thirty
(30) days after the mediation or, in the absence of such selection, to
arbitration which shall be governed by the United States Arbitration Act.
Judgment on the award may be entered in a court having jurisdiction. Judgment
of the arbitrator shall be binding upon the parties. The arbitrator shall
determine issues of arbitrability, but may not limit, expand or otherwise modify
the terms of this Master Lease or any Site Supplement. The parties, their
representatives and other participants and the mediator and arbitrator shall
hold the existence, content and result of mediation and arbitration in
confidence.
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All defenses based on passage of time shall be tolled pending the
termination of the mediation and/or arbitration. Nothing In this clause shall be
construed to preclude any party from seeking injunctive relief in order to
protect is rights pending mediation of arbitration. A request by a party to a
court for such injunctive relief shall not be deemed a waiver of the obligation
to mediate and/or arbitrate as specified herein. Each party will bear its own
attorneys' fees associated with the mediation and arbitration and will pay all
other costs and expenses of the mediation and arbitration as the rules of ft
American Arbitration Association provide.
20. GOVERNING LAW.
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This Master Lease or any She Supplement and the performance thereof shall
be governed, interpreted, construed and regulated by the laws of the state where
the Property is located..
21. FORCE MAJEURE.
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Except for payment of the annual 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 9, 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.
22. 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.
23. HEADINGS.
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All headings contained In this Master Lease or any Site Supplement are
inserted for convenience only and are not intended to affect the meaning or
interpretation of this Master Lease or any clause.
24. 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:
AT&T Corp. Triton PCS Property Company, L.L.C.
Manager, Real Estate 0000 Xxxxx Xxxxx Xxxxx
Xxxxx Xxxxxxxxxx Group Xxxxx 000
0000 Xxxxxxxxx Xx X. X. Xxxxxxxxxx, XX. 29405
Xxxxxxx, Xxxxxxx 00000 Attn: Xx. Xxxxxxx X. Xxxxx
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25. MISCELLANEOUS-
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(a) If either party is represented by a real estate broker 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.
(d) Landlord hereby waives any and all lien rights it may have, statutory
or otherwise, concerning the Antenna Facilities or any portion thereof which
shall be deemed personal Premises for the purposes of this Lease, regardless of
whether or not same is deemed real or personal Premises under applicable laws.
Removal of said Antenna Facilities shall be in accordance with Paragraph 8.c of
this Master Lease.
26. ENTIRE AGREEMENT.
----------------
The terms and conditions contained in this Master Lease 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 or any
Site Supplement. There are no understandings or representations, express or
implied, not expressly set forth in this Master Lease or any Site Supplement.
This Master Lease or any Site Supplement shall not be modified or amended except
by a writing signed by the authorized representatives of the parties.
In Witness Whereof, the parties have caused this Master Tower Site Lease
Agreement to be executed by their authorized representatives on the dates noted
below.
WHEREFORE, we set our hands and seal,
For the Landlord, For the Tenant,
AT&T Corp. Triton PCS Property Company, L.L.C.
By:__________________________ By:_________________________________
Printed Name: Its:
Manager - Tower Attachment Group
Date: Date:
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