Communications Site
License Agreement
This
Communications Site License Agreement (“License Agreement”) is dated this
10th day of November, 2003 (herein, the “Effective
Date”), by and between Dev Ton, International. (“Licensor”) and SkyBridge
Wireless, Inc. (“Licensee”).
WHEREAS,
Licensor desires to lease to Licensee, and Licensee desires to lease from Licensor, all
upon the terms and conditions set forth herein, certain space on a roof-top operated by
Licensor upon which Licensee has mounted, or intends to mount, one or more antennas owned
and/or operated by Licensee, together with related and ancillary equipment, and certain
space within a building owned or leased by Licensor in which Licensee intends to install
other equipment and devices used in connection with the operation of the antennas,
NOW,
THEREFORE, for and in consideration of this premises and the terms and mutual promises set
forth herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Licenser and Licensee hereby agree as follows:
1.
Definitions: In addition to all other terms defined herein,
the following terms shall have the following meanings:
| a. |
Governmental
Authority” means any federal, state, and local governmental,
quasi-governmental, administrative, regulatory division or authority with
legal, administrative or regulatory over any Person with respect to the application,
administration and/or enforcement of Rules and Regulations. |
| c. |
“Occupant” means any person from time to time entitled to the use and
occupancy of any portion of the Property under an ownership right or any lease,
sublease, license, concession, or other similar agreement. |
| d. |
“Permittee” means all Occupants and officers, directors, employees,
agents, contractors, customers, guests, patrons, vendors, suppliers, visitor,
invitees and licensees of Occupants insofar as their activities relate to the
intended development, use and occupancy of the Property. |
| e. |
“Person” means any individual, partnership, firm association,
corporation, trust, limited liability company or any other form of business or
government entity. |
| f. |
“Rules and Regulations” means all laws, statutes, codes, rules,
regulations, restrictions, ordinances, consents, approvals and other
requirements imposed or granted by any applicable governmental authority. |
| a. |
Licensor hereby grants to licensee the following rights: a limited non-exclusive
license to install, maintain and operate Licensee’s wireless communications
equipment and appurtenances on the building owned and operated by Licensor.
Licensor shall supply Licensee with a 4X4 square foot on the roof-top, location
to be approved by both parties. |
| b. |
Licensor also grants Licensee, in common with other Premittees entitled to use
the same, a non-exclusive reasonable right of access to the premises twenty-four
(24) hours per day, seven (7) days a week during the term (as hereinafter
defined). The access is subject to revocation by Licensor at any time and from
time to time to exclude and restrain any person who is not a permittee from
accessing the premises as well as other provision contained in the agreement. |
| c. |
The Premises are delivered in an “AS IS” condition by Licensor.
Licensee acknowledges and agrees that it has visited and inspected the Premises
and hereby accepts the physical condition thereof. Licensee further acknowledges
that no representation or warranties have been made to Licensee or Licensor as
to the condition or suitability of the Premises, including the Tower, or as to
any engineering or other operational data. Licensee is solely responsible for
determining all aspects as the suitability, acceptability, accuracy and adequacy
of the premises for Licensee’s intended use. |
| d. |
Licensor shall have the right, with no less than thirty (30) days prior written
notice to licensee, to require Licensee to relocate the equipment to another
area within the property, at Licensee’s sole expense, provided, however,
that the area to which the premises are relocated, shall be substantially
similar in size and functionality to the premises. |
| 3. |
Use. Licensee shall use the premises solely for the receipt and
transmission of wireless communications signals. The use granted Licensee by
this License shall be non-exclusive and is limited in accordance with the terms
and conditions of this License agreement, The Licensee shall operate its system
in compliance with all governmental regulations. |
| 4. |
Term. The Term of this license shall be for a period of
twenty-four (24) months, commencing on the earlier to occur of the first day of
November, 2003 or the date on which Licensee commences installation of the
equipment. This agreement can be extended for an addition term of twenty-four
(24) months by written consent signed by each party. As long as Dev-Ton is the
owner of the airport south building, Skybridge shall also keep its current
office space for the term of this lease. |
| a. |
During the term, Licensee shall pay to licensor the sum of ninety six hundred
and 00/100 ($9600.00) to be paid in equal monthly installments of four hundred
and 00/100 ($400.00) on the first day of each month in advance to Licensor at
Licensor’s address as specified herein. Licensee will be responsible for
the Electric provided for the site. |
| b. |
Appropriate pro-ration shall be made if the term does not commence on the first
day of the calendar month, or if the date of termination of this License
Agreement is not on the last day of a calendar month. All payments of the fee
shall be made by Licenses without deduction or offset or prior notice or demand
from Licensor. Any payment of the fee or other amount due hereunder not received
with ten (10) days of the date when due shall be subject to a late payment
charge of ten percent (10%) of the amount which is overdue. |
| 6. |
Notice. Any notice or other communication required or
permitted to be given hereunder shall be in writing addressed to the respective
party as set forth below. |
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| If to Licensor |
Dev-Ton International |
If to Licensee |
Skybridge Wireless, Inc. |
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6565 Xxxxxxx Xxxxx 000 |
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0000 Xxxxxxx Xxxxx 000 |
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Xxx Xxxxx, XX 00000 |
|
Xxx Xxxxx, XX 00000 |
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IN
WITNESS WHEREOF, the undersigned parties by and through their duly authorized officers or
representatives hereby execute this License Agreement as of the date first above written.
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Dev-Ton International
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
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Skybridge Wireless, Inc.
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: CEO
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